Dear Members,
Your Board of Directors (‘Board') is pleased to present the
31st Report on the business and operations of Bharti Airtel Limited (‘Bharti
Airtel' or ‘Airtel' or ‘Company') along with audited financial
statements for the financial year ended March 31, 2026.
Company Overview
Bharti Airtel is a global communications solutions provider with nearly
666 million customers in 15 countries across India and Africa. The Company also has its
presence in Bangladesh and Sri Lanka through its associate entities. The Company is ranked
second amongst mobile operators globally and its networks cover over two billion people.
Bharti Airtel is India's largest integrated communications solutions provider and the
second largest mobile operator in Africa. The Company's retail portfolio includes
high-speed 4G/5G mobile, Wi-Fi (FTTH+ FWA) that promises speeds up to
1 Gbps with convergence across linear and on-demand entertainment,
video streaming services, digital payments and financial services. For enterprise
customers, Bharti Airtel offers a gamut of solutions that includes secure connectivity,
cloud and data center services, cyber security, IoT and cloud-based communication.
Bharti Airtel's digital arm, Xtelify, empowers telcos globally to
leverage the power of AI, data and technology to accelerate their digital transformation
and drive growth. Xtelify also offers Airtel Cloud in India enabling enterprises with a
sovereign, telco-grade cloud platform that guarantees secure migration, effortless
scaling, lower costs and no vendor lock-ins. Within its diversified portfolio, Airtel also
offers passive infrastructure services through its subsidiary, Indus Tower Limited. To
read more about Company's business segments, please refer to ‘Airtel at a
Glance' section on page 06 of this Integrated Annual Report.
Financial Highlights
In terms of the provisions of the Companies Act, 2013 (‘Act')
and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(‘SEBI Listing Regulations'), the Company has prepared its standalone and
consolidated financial statements as per Indian Accounting Standards and other applicable
laws for FY 2025-26. Key highlights of the financial statements for FY 2025-26 and FY
2024-25, are as follows:
|
|
Standalone |
|
|
Consolidated |
|
Particulars |
FY 2025-26 |
FY 2024-25 |
FY 2025-26 |
FY 2024-25 |
|
J Mn. |
USD Mn.* |
J Mn. |
USD Mn.# |
J Mn. |
USD Mn.* |
J Mn. |
USD Mn.# |
| Gross revenue |
1,214,927 |
13,749 |
1,089,439 |
12,899 |
2,109,728 |
23,875 |
1,729,852 |
20,482 |
EBITDA before exceptional
items |
711,948 |
8,057 |
615,267 |
7,285 |
1,212,676 |
13,724 |
942,489 |
11,159 |
| Cash profit from operations |
572,084 |
6,474 |
472,479 |
5,594 |
999,818 |
11,315 |
736,703 |
8,723 |
| Profit/ (Loss) before tax |
194,455 |
2,201 |
178,644 |
2,115 |
451,727 |
5,112 |
383,985 |
4,546 |
| Net Income/ (Loss)^ |
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.
^ Consolidated numbers are net-off NCI share.
The financial results and the results of operations, including major
developments, have been further discussed in detail in the ‘Management Discussion and
Analysis Report'.
Reserves
During the year, the Company has not transferred any amount to General
Reserve. As on March 31, 2026, the Reserves and Surplus comprising General Reserve,
Retained Earnings, Securities Premium Account, Share-Based Payment Reserve and Capital
Reserve stood at H 1,251,779 million.
Share Capital
The authorised share capital of the Company as on March 31, 2026, was H
148,730,500,000 divided into 29,746,080,000 equity shares of H 5 each and 1,000 preference
shares of H 100 each.
Further, the paid-up equity share capital of the Company as on March
31, 2026, was H 30,467,799,900 divided into 6,093,282,313 fully paid-up equity shares of H
5 each and 1,110,668 partly paid-up equity shares of H 5 each (paid-up value of H 1.25 per
share).
Dividend
In compliance with provisions of Regulation 43A of the SEBI Listing
Regulations, the Company has in place the Dividend Distribution Policy (‘Dividend
Policy'), which sets out the parameters and circumstances to be considered by the
Board in determining the amount of distribution of dividend to its shareholders and/ or
the utilisation of the retained profits of the Company. As per the Dividend Policy, the
Company aims to distribute 100% dividend income (net of taxes) received from its
subsidiary and associate companies to its shareholders. The Dividend Policy is available
on the Company's website which can be accessed by clicking here.
Subject to approval of members at the ensuing Annual General Meeting
(‘AGM'), the Board has recommended a final dividend for FY 2025-26 of H 24 (i.e.
480%) per fully paid-up equity share of face value of H 5 each and a pro-rata final
dividend of H 6 per partly paid-up equity share of face value of H 5 each (paid-up value
of H 1.25 each), on which call money remains unpaid. The proposed dividend payout based on
the outstanding number of shares as on the date of this report, will be approx. H
146,245.44 million. The record date for the purpose of payment of final dividend for the
FY 2025-26, will be Friday, July 24, 2026.
In view of the applicable provisions of Income Tax Act, 1961, dividend
paid or distributed by the Company shall be taxable in the hands of the shareholders. Your
Company shall, accordingly, make the payment of the final dividend after deduction of tax
at source.
For further details related to TDS on dividend, please refer to the
Notes to Notice of the AGM.
Subsidiary, Associate and Joint Venture Companies
As on March 31, 2026, your Company has 147 subsidiaries and 20
associate and joint venture entities. The following key developments took place with
regard to subsidiaries, associates and joint venture companies during the year: (a) Airtel
Money Limited and Nxtra Vizag Limited were incorporated as subsidiary companies on July
08, 2025 and November 28, 2025, respectively. (b) Indus Towers FZE, Indus Towers
Investment FZE, Indus Towers Management FZE, Indus Towers Ventures FZE, Indus Infra Uganda
Limited, Indus Towers Infra Zambia Limited and Indus Towers Nigeria Limited, became
subsidiary companies during the financial year 2025-26.
(c) AMPIN Energy C&I Sixteen Private Limited and AMP Energy C&I
Thirty Private Limited, became associate companies during the financial year 2025-26.
Pursuant to Section 129(3) of the Act, read with Rule 5 of Companies
(Accounts) Rules, 2014, a statement containing salient features of financial statements of
subsidiaries, associates and joint ventures as per applicable accounting standards in the
prescribed Form AOC-1, is annexed to the consolidated financial statements of the Company
which forms part of this Integrated Annual Report. The said statement also provides
details of performance and financial position of each subsidiary, associate and joint
venture and their contribution to the overall performance of the Company. In terms of the
requirement of Section 136 of the Act, the financial statements of each of the subsidiary
companies are available on the Company's website and can be accessed by clicking
here. a The audited financial statements of each subsidiary, - associate and joint venture
companies are available for inspection at the Company's registered office. The
physical copies of annual financial statements of the subsidiary, associate and joint
venture companies will also be made available to the members of the Company upon request.
The Policy for determining material subsidiaries of the Company can be accessed on the
Company's website by clicking here. Details of material subsidiaries of the Company
as per Regulation 16(1)(c) of SEBI Listing Regulations are disclosed in the ‘Report
of Corporate Governance' forming part of this Integrated Annual Report.
Board of Directors and Key Managerial Personnel
The Company's Board is an optimum mix of Executive, Non-executive,
Independent and Woman Directors and conforms to the provisions of the Act, SEBI Listing
Regulations, FDI guidelines, terms of shareholders' agreement and other applicable
statutory provisions. As on March 31, 2026, the Board comprised twelve (12) directors,
including a Chairman, an Executive Vice Chairman, a Managing Director & CEO (Airtel
India), three (3) Non-executive Non-independent Directors and six (6) Independent
Directors including two (2) Woman Independent Directors. The appointment/ re-appointment
of all the Board members of the Company is subject to periodic approval of the
shareholders. The Company does not have any permanent Board seat.
Details of changes in the Board and Key Managerial Personnel during FY
2025-26 and till the date of this report are as under: i. Leadership succession
The Company continues to uphold the highest standards of corporate
governance with a strong focus on leadership development and succession planning to ensure
continuity, stability and long-term value creation.
As reported in the previous year, the Board had approved a structured
leadership succession plan in October 2024, under which Mr. Gopal Vittal was appointed as
Vice Chairman in addition to being the Managing Director of the Company and Mr. Shashwat
Sharma was appointed as CEO Designate to prepare for his role as Managing Director &
CEO (Airtel India).
During the year under review, the HR & Nomination Committee and the
Board closely monitored the transition process and noted its successful implementation.
Accordingly, based on the recommendations of the HR & Nomination Committee, the Board,
at its meeting held on December 18, 2025, approved the appointment of Mr. Gopal Vittal as
Executive Vice Chairman (in the category of Whole-time Director) and Mr. Shashwat Sharma
as Managing Director & CEO (Airtel India) for a period of five years with effect from
January 1, 2026, subject to the approval of the shareholders. The said appointments,
together with the related remuneration proposals, were approved by the shareholders
through Postal Ballot on February 1, 2026. In addition to the above, Mr. Soumen Ray
[earlier, Chief Financial Officer (India & South Asia)] was appointed as Group Chief
Financial Officer, Mr. Akhil Garg (earlier, Financial Controller) was appointed as Chief
Financial Officer (Airtel India) and Mr. Rohit Krishan Puri (earlier, Joint Company
Secretary & Compliance Officer) was appointed as Company Secretary & Compliance
Officer of the Company, with effect from January 1, 2026. Further, Mr. Shashwat Sharma,
Mr. Akhil Garg (w.e.f. January 1, 2026) and Mr. Rohit Krishan Puri are Key Managerial
Personnel under Section 203 of the Act, in place of Mr. Gopal Vittal, Mr. Soumen Ray and
Mr. Pankaj Tewari, respectively. ii. Other appointments/ re-appointments on the Board
The Board, upon recommendation of the HR & Nomination Committee,
appointed Mr. Dinesh Kumar Khara as an Independent Director for a term of five consecutive
years effective November 3, 2025 upto November 2, 2030. The appointment of Mr. Dinesh
Kumar Khara was approved by the shareholders through Postal Ballot on February 1, 2026.
Further, Ms. Tan Yong Choo was appointed as an alternate director to
Ms. Chua Sock Koong, Non-executive Director for the purpose of attending the Board Meeting
of the Company held on November 3, 2025 and had ceased to be an alternate director with
the conclusion of the aforesaid Board Meeting. In addition to the above, Ms. Nisaba Godrej
will be completing her present term as an Independent Director of the Company on August 3,
2026. On the recommendation of the HR & Nomination Committee and subject to the
approval of the shareholders, the Board has approved her re-appointment as Independent
Director for a further term of five consecutive years w.e.f. August 4, 2026 upto August
3, 2031. Ms. Godrej fulfils the conditions specified under the Act and
the SEBI Listing Regulations and is independent of the management. Accordingly, the Board
recommends her re-appointment, for the approval of the members.
iii. Retirement by rotation and subsequent reappointment on the Board
Pursuant to the applicable provisions of the Act, Mr. Gopal Vittal,
Executive Vice Chairman and Mr. Tao Yih Arthur Lang, Non-executive Director, will retire
by rotation at the ensuing AGM and being eligible, have offered themselves for
re-appointment. The Board, on the recommendation of HR & Nomination Committee,
recommended their re-appointment for approval of the members, at the ensuing AGM.
In the opinion of the Board, all the Directors, including the
Independent Directors, possess the requisite qualifications, experience, expertise,
proficiency and hold high standards of integrity.
Relevant details with respect to experience, attributes, skills,
directorships held in other companies and committee memberships etc. of the Directors
proposed to be re-appointed at the ensuing AGM, as stipulated under Regulation 36 of the
SEBI Listing Regulations and Secretarial Standard on General Meetings issued by the
Institute of Company Secretaries of India, form part of the Notice of AGM.
A detailed disclosure on other directorships, committee memberships,
age, tenure on the Board, shareholding, area of expertise/ skills etc. of Board members,
forms part of the ‘Board of Directors' section of this Integrated Annual Report.
Declaration by Independent Directors
Pursuant to Section 149(7) of the Act, the Company has received
declarations from all Independent Directors confirming that they meet the criteria of
independence as specified in Regulation 16(1)(b) of the SEBI Listing Regulations and
Section 149(6) of the Act, as amended, read with rules framed thereunder. In terms of
Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed
that they are not aware of any circumstance or situation which exists or may be reasonably
anticipated that could impair or impact their ability to discharge their duties with an
objective independent judgement and without any external influence and that they are
independent of the management. The Independent Directors have also confirmed that they
have complied with the Company's Code of Conduct and that they are registered on the
databank of Independent Directors maintained by the Indian Institute of Corporate Affairs.
They have also confirmed that they are not debarred from holding the office of director
under any SEBI order or any other such authority. The Board of Directors of the Company
have taken on record the aforesaid declaration and confirmation submitted by the
Independent Directors.
Board Diversity and Policy on Director's appointment and
remuneration
At Bharti Airtel, diversity and inclusion are recognised as important
enablers of effective governance and sustainable value creation. The Board believes that
diversity of gender, age, ethnicity, geography, expertise, knowledge, skills and
perspectives enriches discussions, enhances decision-making and strengthens the
Company's ability to address evolving opportunities and challenges. The Company
remains committed to fostering diversity and inclusion at the highest levels of leadership
and governance. Our Board comprises eminent, high-performing and diverse individuals with
25% Woman Directors and a broad mix of global and industry experiences.
Pursuant to the provisions of Section 178 of the Act and the SEBI
Listing Regulations, the Company has in place a Board-approved ‘Policy on Nomination,
Remuneration and Board Diversity' (‘Policy'), which sets out the framework
for appointment, remuneration and succession planning of Directors, Key Managerial
Personnel (‘KMPs'), Senior Management Personnel and other covered employees. The
Policy also lays down the criteria for determining qualifications, positive attributes,
independence and diversity of Directors.
In line with the Company's long-term value creation objectives,
the total remuneration of the Executive Vice Chairman, the Managing Director & CEO
(Airtel India) and relevant members of Senior Management is linked to sustainability
targets and long-term performance of the Company. Further, the deferred/ variable
remuneration (including Long Term incentive) of KMPs and members of Senior Management
including the Executive Vice Chairman and the Managing Director & CEO (Airtel India),
is subject to malus/ clawback arrangements.
The latest version of the Policy can be accessed on the Company's
website by clicking here.
Board Evaluation
The Board, in consultation with the HR & Nomination Committee, has
established a well-defined framework for the annual evaluation of its own performance, as
well as that of its Committees and individual Directors. The evaluation framework
comprises a structured process, comprehensive set of evaluation criteria/ questionnaires
and is periodically reviewed to ensure continued alignment with the Board's
priorities, regulatory expectations and global best practices. To enhance the objectivity
and effectiveness of the evaluation process, the Company engages a leading independent
consulting firm to facilitate the evaluation exercise.
A detailed disclosure on the performance evaluation framework,
including the evaluation approach, process, criteria, key outcomes and actions taken
pursuant to the previous year's evaluation, is provided in the Report on Corporate
Governance forming part of this Integrated Annual Report.
Familiarisation Program for Board members
The Company has adopted a comprehensive familiarisation framework for
its directors, comprising a structured induction program at the time of joining as well as
ongoing familiarisation initiatives throughout their tenure. The program enables directors
to gain an understanding of the
- Company's business, operations, products and services,
governance framework, culture, strategic priorities and the industry in which it operates.
Directors also gain first-hand insights into the Company's business through
interactions with customers and other stakeholders, as well as visits to Airtel outlets
and operational facilities, wherever relevant.
In addition to the induction program, the Company periodically presents
updates at the Board and Committee meetings to familiarise the directors with
Company's a strategy, business performance, digital ecosystem, product offerings,
finance, risk management framework, human resources and other key matters.
A detailed note on the familiarisation program adopted by the Company
for orientation and training of the directors, . is provided in the Report on Corporate
Governance which forms part of this Integrated Annual Report.
Board Committees and Meetings of the Board and Committees
In compliance with the statutory requirements and best practices, the
Company has constituted various committees viz. Audit Committee, HR & Nomination
Committee, Risk Management Committee, Stakeholders' Relationship Committee, Corporate
Social Responsibility Committee and Environmental, Social and Governance (ESG) Committee.
Apart from the above Committees, the Company has also formulated operating committees viz.
Committee of Directors etc. Additionally, other special committees have also been
constituted for special purposes/ transactions. During the year under review, all the
recommendations of the Board Committees, including the Audit Committee, were accepted/
considered by the Board. The Board met five times during FY 2025-26. A detailed update on
the Board and its composition, governance of various Board Committees including their
detailed charters and terms of reference, number of Board and Committee meetings held
during the year and attendance of the directors thereat etc., is provided in the Report on
Corporate Governance which forms part of this Integrated Annual Report.
Other significant developments during the period from April 1, 2025
upto the date of this report
First and Final Call on partly paid-up equity shares
During the year, the Board of the Company, approved the First and Final
Call of H 401.25 per partly paid-up equity share (comprising H 3.75 towards face value and
H 397.50 towards securities premium) in respect of 392,287,662 partly paid-up equity
shares. The First and Final Call was payable between March 2, 2026 and March 16, 2026
(both days inclusive). Pursuant thereto, the Company received an aggregate amount of H
15,695.98 Crore towards the First and Final Call on 391,176,994 partly paid-up equity
shares. Accordingly, such 391,176,994 shares were converted into fully paid-up equity
shares of face value of H 5 each on March 18, 2026.
Out of the total call money proceeds, H 14,159.61 Crore was utilized by
the Company towards the objects as stated in the Rights Issue Letter of Offer as at March
31, 2026. In respect of the balance 1,110,668 partly paid-up equity shares on which First
and Final Call remains unpaid, the Company shall issue reminder notice(s) in due course,
in accordance with the applicable laws and subject to necessary approvals of the Board/
Committee thereof.
Preferential Issue of equity shares against swap of shares of Airtel
Africa plc
Subsequent to the financial year, the Board of the Company approved a
composite transaction comprising issuance and allotment of upto 146,761,335 fully paid-up
equity shares of the Company to Indian Continent Investment Limited (‘ICIL'), a
promoter group entity of the Company, on a preferential basis (‘Preferential
Issue'), against swap of upto 16.31% shareholding i.e. upto 595,204,251 equity shares
of USD 0.50 (Fifty cents) each fully paid-up held by ICIL, in Airtel Africa plc
(‘Airtel Africa'), an overseas listed subsidiary of the Company, in compliance
with the applicable provisions of the Act, SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018, Foreign Exchange Management Act, 1999 and other relevant
statutory and regulatory requirements. The composite transaction is subject to the
approval of the members of the Company and other regulatory approvals, as may be required.
The Board believes that the arrangement will enhance alignment between Bharti Airtel and
Airtel Africa, provide greater flexibility in capital allocation and cash flow management
across the Group and further reinforce the Company's long-term commitment to the
African market. The arrangement will also enable shareholders of Bharti Airtel to
participate more directly in the future growth, value creation and strategic opportunities
arising from Airtel Africa's operations, while supporting a simplified and efficient
group structure. Upon completion, Bharti Airtel's effective stake in Airtel Africa
will increase to upto ~79%, thereby strengthening the Company's economic interest in
one of its key growth platforms.
Amendment to the Memorandum of Association and Articles of Association
During the year, the Board approved amendments to the Articles of
Association (‘AoA') of the Company to, inter alia, align certain provisions with
the shareholders' arrangement between Bharti Telecom Limited (Promoter) and Pastel Limited
(Promoter Group company), streamline governance-related provisions and incorporate other
consequential and enabling changes in line with the evolving legal, regulatory and
business requirements of the Company.
Further, the Board also approved amendment to the Object Clause of the
Memorandum of Association (‘MoA') of the Company to align the Company's objects
with the evolving regulatory framework under the Telecommunications Act, 2023 and to
broaden the scope of its telecommunications, digital infrastructure and technology-related
activities, including emerging and next-generation communication services.
The members of the Company through special resolution passed by way of
Postal Ballot on February 1, 2026, approved the aforesaid amendments to the AoA and MoA of
the Company. The latest copies of MoA and AoA are available on the Company's website
at https://www. airtel.in/about-bharti/equity/corporate-governance/
memorandum-and-articles.
Auditors and Auditors' Report
The Company maintains robust policies and governance practices to
ensure the highest standards of audit independence, integrity and accountability. At the
time of appointment or re-appointment of audit firms, the Audit Committee and Board of
Directors undertake a comprehensive evaluation process to assess independence, potential
conflicts of interest, past performance, governance track record and alignment with
regulatory standards. The evaluation also considers the firm's experience, industry
knowledge, global capabilities and technical competence, overall audit approach, sector
expertise and understanding of Company's business etc. In addition to this, the Audit
Committee regularly exercises strong oversight with well-defined checks and balances to
review auditors' independence, safeguard auditor objectivity and uphold stakeholder
trust. This disciplined approach and practices at Airtel reflect its unwavering commitment
to sound financial reporting and governance excellence.
The profiles of Company's Auditors are available on its website
and can be accessed by clicking here.
Statutory Auditors
Deloitte Haskins & Sells LLP, Chartered Accountants
(‘Deloitte') were re-appointed as the Statutory Auditors of the Company at the
27th AGM held on August 12, 2022, for a period of five years i.e. till the conclusion of
32nd AGM. Deloitte have confirmed that they are not disqualified from continuing as
Statutory Auditors of the Company and satisfy the independence criteria in terms of the
applicable provisions of the Act and Code of Ethics issued by the Institute of Chartered
Accountants of India.
The Board has duly examined the Statutory Auditors' Reports to the
financial statements, which are self-explanatory. The clarifications, wherever necessary,
have been included in the notes to financial statements section of this Integrated Annual
Report. The point-wise responses of the Company, are as under:
As regards the comments under para i(a) of the Annexure B to the
Independent Auditor's Report regarding updation of quantitative and situation details
relating to certain fixed assets, the Company as per the program of physical verification
of fixed assets to cover all the items over a period of three years, conducted physical
verification of fixed assets during the quarter ended March 31, 2026. The Company, in
order to keep the network up and running, moves network equipments from one site location
to another on urgent basis to ensure that its network is running seamlessly, for each
movement situation is later updated in Fixed Assets Register.
As regards the comments under para i(b) of the Annexure B to the
Independent Auditors' Report regarding no physical verification of customer premises
equipment, bandwidth and optic fiber cable due to their nature or location; the customer
premises equipment are located at subscriber's premises and physical check of the
equipment is generally not possible. Additionally, bandwidth and optic fiber cable due to
their nature and location is not practically feasible to physically verify.
As regards the comments under para i(c) of the Annexure B to the
Independent Auditors' Report regarding transfer of title deed in the name of the
Company, the ownership and physical possession of these properties are lying with the
Company. The mutation of title deeds or transfer of conveyance deed are pending in the
name of the Company.
Planned transition of Statutory Auditors: The current term of
Deloitte as Statutory Auditors, is due to conclude at the 32nd Annual General Meeting to
be held in the calendar year 2027, upon completion of the maximum permissible tenure under
the applicable provisions of the Act. In order to ensure a smooth and orderly transition
of the Statutory Auditors, the Audit Committee undertook a comprehensive and transparent
selection process for identifying the successor audit firm during the year. Based on the
recommendation of the Audit Committee and after considering, inter alia, the firm's
credentials, industry experience, audit quality framework, independence and capability to
serve a company of Bharti Airtel's scale and complexity, the Board, on the
recommendation of Audit Committee, approved the appointment of S.R. Batliboi &
Associates LLP, Chartered Accountants, as the Statutory Auditors of the Company with
effect from the conclusion of the 32nd Annual General Meeting, subject to the approval of
the shareholders.
Internal Auditors and Internal Assurance Partners
Bharti Airtel operates within a robust control environment, underpinned
by well-defined policies & processes and a rigorous compliance framework which ensure
ethical, efficient and transparent conduct of business. This framework safeguards the
Company's assets, ensures optimal utilisation of resources and supports the timely,
accurate recording of financial and operational transactions. These elements of the
control environment are periodically tested and reviewed by Company's Internal
Assurance Group (‘IAG') led by the Chief Internal Auditor and ably supported by
reputed independent professional firms, namely Ernst & Young LLP, Chartered
Accountants and ANB
& Co., Chartered Accountants as the Internal Assurance Partners.
The combination of experienced in-house assurance function and independent external
experts ensures objectivity of audit process as well as effective value addition and
protection. IAG provides assurance regarding the adequacy and operation of internal
controls and processes vide well established internal audit framework. The audits are
based on an internal audit plan, which is derived from a bottoms-up risk assessment and
directional inputs from the Audit Committee in consultation with the IAG. The Audit
Committee oversees the scope and coverage of the audit plan and evaluates the overall
results of these audits during the quarterly Audit Committee meetings. These audits are
based on risk based methodology and, inter-alia, involve the review of internal controls
and governance processes, adherence to management policies and review of statutory
compliances. The Internal Assurance Partners share their findings on an ongoing basis for
corrective action. The Board, on the recommendation of the Audit Committee, had
re-appointed Ernst & Young LLP, Chartered Accountants and ANB & Co. Chartered
Accountants as the Internal Assurance Partners for FY 2026-27.
Secretarial Auditors
Makarand M. Joshi & Co (‘MMJC'), Company Secretaries
(Firm registration no. P2009MH007000) were appointed as the Secretarial Auditors of the
Company at the 30th Annual General Meeting of the Company held on August 8, 2025 for a
term of five (5) consecutive years commencing from FY 2025-26. MMJC have confirmed their
eligibility and independence as Secretarial Auditors of the Company and have also
confirmed that they are not disqualified to continue such appointment under applicable
laws and Auditing Standards issued by the Institute of Company Secretaries of India.
Further, MMJC has submitted the Secretarial Audit Report for FY 2025-26, confirming,
inter-alia, compliance of all the provisions of applicable corporate laws by the Company
and the report does not contain any qualification, reservation, disclaimer or adverse
remark. The Secretarial Audit Report is annexed as Annexure A of this Report.
Cost Auditors and Cost Records
The Board, on the recommendation of the Audit Committee, had appointed
Sanjay Gupta & Associates, Cost Accountants (‘SGA'), as Cost Auditors, for
the financial year ending March 31, 2026. The Cost Auditors will submit their report for
FY 2025-26 within the timeframe prescribed under the Act. Cost Audit report for the FY
2024-25 did not contain any qualification, reservation, disclaimer or adverse remark.
Further, the Company has duly maintained the cost records as prescribed by the Central
Government under Section 148(1) of the Act.
The Board, on the recommendation of Audit Committee, has also
re-appointed SGA, as Cost Auditors of the Company for FY 2026-27 upon confirmation of SGA
with respect to their eligibility, independence, willingness etc. for the said
re-appointment.
In accordance with the provisions of Section 148 of the Act read with
the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost
Auditors has to be ratified by the shareholders. Accordingly, the Board recommends the
same for approval by shareholders at the ensuing AGM. It may be noted that none of the
Auditors of the Company have reported any fraud under Section 143(12) of the Act and
therefore, no details are required to be disclosed under Section 134(3)(ca) of the Act
during the year under review.
Capital Market Ratings
During the year ended March 31, 2026, the Company was rated by three
domestic rating agencies namely CRISIL, CARE, India Ratings & Research Private
Limited; and three international rating agencies namely Fitch Ratings, Moody's and
S&P, which are as under: a) CRISIL upgraded the rating from AA+ (Positive) to AAA
(Stable) on the long-term facilities. Further, the short-term rating is maintained at
‘CRISIL A1+'. b) CARE maintained the rating at ‘CARE AAA (Stable)' for
long-term facilities and ‘CARE A1+' for short-term facilities. c) India Ratings
& Research Private Limited maintained Short-term ratings at ‘IND A1+'. d)
Fitch Ratings maintained the rating at ‘BBB- (Stable)'. e) Moody's upgraded
the rating from ‘Baa3 (Positive)' to ‘Baa2 (Stable)'. f) S&P
upgraded the rating from ‘BBB-' to ‘BBB' while maintaining the outlook
as ‘Positive'.
Transfer of unclaimed dividend and shares to Investor Education and
Protection Fund
In compliance with the applicable provisions of the Act and rules made
thereunder, the Company had transferred the unclaimed dividend of H 2.58 Mn (final
dividend for FY 2017-18 and interim dividend for FY 2018-19) and 21,731 fully-paid equity
shares to Investor Education and Protection Fund (‘IEPF') during FY 2025-26. A
detailed note covering the status of unclaimed dividend lying with the Company and process
for claiming refund of unclaimed dividend and shares from IEPF, forms part of the Report
on Corporate Governance.
Employee Stock Option Plans
The Company has instituted a robust and well-governed Long-Term
Incentive (‘LTI') framework that reinforces a culture of ownership, enable the
Company to retain best-in-class talent in a competitive environment and aligns employee
performance with Airtel's long-term strategic goals and shareholder interests. As
part of LTI framework, the Company has two Employee Stock Options (‘ESOP')
schemes in place namely ‘Employee Stock Option Scheme - 2001' and ‘Employee
Stock Option Scheme - 2005' (collectively referred as ‘Schemes') which are
administered and monitored by HR & Nomination Committee and implemented through Bharti
Airtel Employees Welfare Trust. Based on robust performance management process, the ESOPs
to eligible employees are granted with vesting linked to parameters as decided by HR &
Nomination Committee from time to time. In line with Company's governance philosophy
and commitment to aligning executive compensation with long-term value creation, ESOPs
grants to the Executive Vice Chairman, Managing Director & CEO (Airtel India) and
other members of the Airtel Management Board, have 100% performance-based vesting
criteria, against the Long-Term Incentive Scorecard determined on various parameters
including Revenue Market Share Growth, EBIT Margin, Operating Free Cash Flow, Relative
Total Shareholder Return against peer group of companies, or such other metrics/ vesting
criteria as approved by HR & Nomination Committee from time to time.
The Schemes comply with SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 (‘ESOP Regulations') and there were no changes in the
Schemes during the year under review. The certificate from Makarand M. Joshi & Co,
Company Secretaries, Secretarial Auditors, certifying that the Schemes are implemented in
accordance with the ESOP Regulations and resolutions passed by the members from time to
time, shall be available for inspection by the members in electronic mode during the AGM.
Pursuant to the provisions of ESOP Regulations, a disclosure with respect to Schemes of
the Company as on March 31, 2026, is available on the Company's website at https://
www.airtel.in/about-bharti/equity/results. The periodic disclosures made by the Company,
giving details of grant of ESOPs as approved by HR & Nomination Committee along with
vesting schedules and exercise period etc., are also available at
https://www.airtel.in/aboutbharti/equity/ shares/stock-exchange-submissions.
Sustainability Journey
The Board remains committed to the Environmental, Social and Governance
(ESG) agenda, striving to embed responsible and sustainable practices across all aspects
of the business for the benefit of all stakeholders.
The Board has constituted a Board ESG Committee, which holds overall
responsibility for implementing ESG initiatives and ensuring alignment with leading
industry standards. The Committee reviews and approves key ESG risks and opportunities
(including climate change risk), sets ESG targets and monitors the performance and ratings
in alignment with our business strategy. The Company is focused on creating meaningful
impact by enhancing connectivity, reducing the carbon footprint while achieving cost
efficiencies and driving transformative social initiatives to uplift the lives of children
and youth through Bharti Airtel Foundation's proactive implementation and support of
quality education and skill development programs. Bharti Airtel is dedicated to connecting
the entire nation digitally. As of now, the Company's network covers 96.5% of the
population in 7,918 Census towns as well as 816,832 non-Census towns and villages. Through
strategic network investments, the Company has expanded connectivity to some of
India's most remote regions. As part of the Rural Expansion Program, the Company has
made rapid strides in expanding high-quality, affordable connectivity to underserved
regions through the deployment of over 77,500 rural sites across 173,000+ villages over
five years. Bharti Airtel remains dedicated to expanding 4G and 5G connectivity in
underserved regions to foster greater digital inclusion. Bharti Airtel is fully committed
to the Paris Accord goal of limiting global temperature rise to below 1.5?C. To support
this, the Company has in place validated Science Based Targets to reduce emissions by
50.2% from the operations and 42% across value chain by 2031. This year, the Company
remained focused on greening the network and enhancing climate resilience. The Company has
accelerated solar adoption, now powering 41,759 network sites. Additionally, by
integrating AI/ML into our network, the Company can dynamically switch off radio layers
based on real-time tra_c, cutting emissions and lowering energy consumption. Nxtra by
Airtel is a member of RE100 initiative, a flagship global initiative led by Climate Group
in partnership with CDP and is committed to sourcing 100% renewable electricity to achieve
its net-zero goals by 2031. As of today, 52% of the electricity used in the data centers
now comes from renewable sources. Bharti Airtel is an ISO 45001 certified Company,
demonstrating its commitment to employee well-being and safety, as evident by the
successful completion of surveillance audits on health and workplace safety. The diversity
and inclusion initiatives led to a growth in the women workforce to 20.4% in FY 2025-26.
The Company has increased average hours of employee training from 29 to 43 showing an
increase by 48% from the previous year. Bharti Airtel continues to drive social impact
through educational initiatives under the Bharti Airtel Foundation. Since inception, the
Foundation has impacted 3.7 million+ children and over seven million individuals,
reflecting the Company's sustained commitment to nation-building through human
capital development. Additionally, this year, on world water day, the Company participated
in a large-scale coastal clean-up drive which was conducted at Ashtalakshmi Beach,
bringing together 150 participants, including employees, partners and their families. The
initiative focused on mitigating marine pollution, enhancing coastal ecosystem health and
fostering community awareness around responsible waste management. Bharti Airtel is a
member of the Joint Alliance for CSR (JAC), a global initiative led by major telecom
operators to advance sustainability and corporate social responsibility across the ICT
supply chain. JAC promotes standardised CSR audits, transparency and improvements in human
rights, environmental impact and ethical sourcing to improve supply chain sustainability.
The Company has initiated the journey towards automation by adopting digital platforms for
prioritised datasets, both internal and for our value chain. Bharti Airtel is one of the
early adopter of GSMA's ESG Metrics framework. The Company is benchmarked annually
against global peers in a study conducted by GSMA Intelligence, which assesses performance
of telecom companies across four key areas: environment, digital inclusion, digital
integrity and responsible procurement. Since the framework's launch in 2023, the
Company's disclosures have highlighted its commitment to sustainability leadership.
The Company's ESG efforts received recognition from several esteemed platforms during
the year, as detailed in the ‘Awards and Recognitions' section of this
Integrated Annual Report.
Corporate Social Responsibility
At Bharti Airtel, Corporate Social Responsibility (‘CSR') is
deeply embedded in our purpose of enriching lives and accelerating inclusive growth. We
believe that the long-term success of our business is intrinsically linked to the progress
and well-being of the communities we serve. Accordingly, we remain committed to creating
sustainable social impact through focused interventions that advance education, digital
inclusion, skill development and community empowerment, while contributing to broader
nation-building objectives.
Bharti Airtel has been a pioneer in driving impactful CSR initiatives.
Bharti Airtel Foundation (formerly, Bharti Foundation), the philanthropic arm of Bharti
Enterprises, was established in the year 2000, with the objective of transforming the
lives of children and youth to help them achieve their potential by proactively
implementing and supporting programs for quality education and skill development. As a key
partner for undertaking development
programsforBhartiAirtelanditssubsidiaries/jointventures, Bharti Airtel Foundation acts as
an institutionalised body towards uplifting communities by supporting holistic education
programs, with an enhanced focus on digital inclusion and fostering community development.
In terms of Section 135 of the Act, the Company made a CSR contribution
of H 1,763.17 Mn. during the financial year 2025-26. Additionally, the Company has also
contributed H18.02 Mn. to various other charitable institutions.
In addition to the aforesaid voluntary CSR and other charitable
contributions by the Company, Indian subsidiaries of the Company have contributed H
2,002.62 Mn. towards various CSR activities under Section 135 of the Act, during the year.
The above CSR contributions reflect Company's unwavering
commitment to pursue socio-economic and cultural objectives for benefit of the society at
large. A detailed update on the CSR initiatives of the Company is provided in the
‘Corporate Social Responsibility' section of this Integrated Annual Report. The
CSR Committee of the Board provides strategic oversight to the Company's CSR agenda
and monitors the implementation and effectiveness of its programs. The details of the CSR
Committee, including its composition and terms of reference, are provided in the Report on
Corporate Governance forming part of this Integrated Annual Report. The CSR Policy of the
Company, setting out its guiding principles and areas of intervention, can be accessed on
Company's website by clicking here. The Annual Report on Corporate Social
Responsibility Activities as per Section 135 of the Act, is annexed as Annexure B of
this Report.
Integrated Reporting
The Company remains steadfast in its ‘Integrated Reporting'
journey in the current fiscal year, reinforcing its ensuring commitment to transparency,
accountability and responsible corporate citizenship. Our 9th Integrated Annual Report is
guided by the principles of International Integrated Reporting Framework under the aegis
of IFRS Foundation and demonstrates how we continue to create sustainable value for all
stakeholders through an integrated approach to strategy, governance, performance and
sustainability. The Board believes that long-term value creation is intrinsically linked
to responsible stewardship and sustainable growth. Accordingly, this Report presents a
comprehensive update on Company's strategic priorities, performance, opportunities,
risks and outcomes, while reafirming the Board's commitment to maintaining the
highest standards of governance and disclosure.
Business Responsibility & Sustainability Report
Pursuant to Regulation 34 of the SEBI Listing Regulations, the Business
Responsibility & Sustainability Report (‘BRSR') on initiatives taken from an
environmental, social and governance perspective in the prescribed format, along with the
assurance statement on BRSR Core issued by an Independent third party firm namely DNV
Business Assurance India Private Limited, is available as a separate section of this
Integrated Annual Report and on the Company's website viz.
https://www.airtel.in/about-bharti/equity/results/annual-results.
Corporate Governance
Driven by our Corporate Governance Philosophy based on trust,
transparency and integrity; deep & fair relationship with stakeholders and ethical
business practices & standards, we believe that robust governance is the foundation of
sustainable and responsible growth. Accordingly, the Company continues to follow the
highest standards of corporate governance across its business operations and adheres to
globally recognised and progressive corporate governance practices.
A detailed Report on Corporate Governance covering highlights of such
progressive governance practices, pursuant to the requirements of Regulation 34 of the
SEBI Listing Regulations, forms part of this Integrated Annual Report. A certificate from
Makarand M. Joshi & Co, Company Secretaries, the Secretarial Auditors of the Company,
confirming compliance of conditions of Corporate Governance during FY 2025-26, as
stipulated under the SEBI Listing Regulations, is annexed as Annexure C of this
Report.
Management Discussion and Analysis Report
Pursuant to Regulation 34 of the SEBI Listing Regulations, the
Management Discussion and Analysis Report for the year under review, is presented as a
separate section of this Integrated Annual Report.
Risk Management
At the core of our strategy is a strong commitment to risk management,
which is deeply embedded in our operating framework. We consider risk resilience not
merely as a safeguard but as a key enabler of long-term, sustainable growth and business
continuity. Accordingly, we have implemented a comprehensive, enterprise-wide Risk
Management Framework which enables a structured and proactive approach to the
identification, assessment, mitigation and monitoring of key strategic risks across the
organisation. These include, among others, sectoral risks, data privacy and security
risks, cybersecurity risks and climate-related risks.
The framework emphasises the development of tailored response plans for
each critical risk area, supported by robust mitigation actions to ensure effective
management. As the business environment continues to evolve, the Company regularly reviews
and enhances the adequacy and effectiveness of its Risk Management Framework to address
emerging challenges and leverage new opportunities.
The Company has in place a separate Risk Management Committee, chaired
by an Independent Director, to, inter-alia, formulate, review and oversee the
implementation of Risk Management Framework, determination of Company's risk appetite
and regularly monitor the risk assessments and risk mitigation strategies (risk
identification, risk quantification and risk evaluation) etc. The composition, formal
Charter of the Committee and attendance at its meetings held during the year, are provided
in the Report on Corporate Governance. The Chief Risk Officer is responsible for assisting
the Risk Management Committee on an independent basis with a complete review of the risk
assessments and associated management action plans. Detailed update on Risk Management
Framework (including Risk Governance; Risk Identification and prioritisation process; key
strategic risks and impact thereof; and mitigation actions etc.) has been given under
‘Risk and mitigation framework' section of this Integrated Annual Report. At
present, in the opinion of the Board of Directors, there are no risks which may threaten
the existence of the Company.
Internal Financial Controls and their adequacy
The Company has established a robust framework for internal financial
controls. It has put in place adequate systems of internal financial control commensurate
with the size, scale and complexity of its operations. These systems provide a reasonable
assurance in respect of providing financial and operational information, complying with
applicable statutes and policies, safeguarding of Company's assets, prevention and
detection of frauds and errors, accuracy and completeness of accounting records etc. The
Board periodically reviews the internal policies and processes including internal
financial control systems and accordingly, the Directors' Responsibility Statement
contains a confirmation as regards adequacy of the internal financial controls. Ther
effectiveness of internal financial controls is also assessed through management reviews,
self-assessment, continuous monitoring by functional heads as well as testing of the
internal financial control systems during the course of internal and statutory audits. In
addition to the above, Deloitte Haskins & Sells LLP, Chartered Accountants, Statutory
Auditors, have done an independent evaluation of Internal Controls over Financial
Reporting (‘ICoFR') and expressed an unqualified opinion stating that the
Company has, in all material respects, adequate ICoFR and such controls were operating
effectively as on March 31, 2026.
Compliance Management
The Company has in place a robust and institutionalised
compliancemanagementframeworktoensurerigorousand ongoing adherence to the applicable laws
and regulations. As a part of this structured framework, the Company has instituted a
centralised online compliance management system, based on a comprehensive inventory of
applicable laws, which is reviewed and updated on a regular basis to reflect the changes
in legal and regulatory landscape. The compliance management system is driven by a robust
standard operating procedure providing guidance on broad categories of applicable laws and
detailed process for monitoring compliances. The system enables proactive automated alerts
to compliance owners and compliance approvers, for each compliance requirement at defined
intervals. The compliance owners certify the compliance status which is reviewed by
compliance approvers and a consolidated compliance dashboard is presented to the Senior
Management. As an integral part of the governance framework, a quarterly compliance
certificate, together with details of any significant non-compliances and corrective
actions, is placed before the Audit Committee and the Board for review and oversight. The
Company also leverages a centralised Notice Management System to monitor, track and
facilitate timely resolution of statutory and regulatory notices received across its
operations.
This technology-enabled, process-driven approach reflects
Company's commitment to fostering a culture of accountability, transparency and
continuous compliance excellence.
Other Statutory Disclosures
Vigil Mechanism
The Company has adopted a Vigil Mechanism/ Whistle Blower Policy
forming part of Code of Conduct of the Company, which covers all stakeholders of the
Company. The said policy defines the framework and procedure for stakeholders to voice
their genuine concerns about unethical conduct that may be actual or threatened breach
with the Company's Code of Conduct. The policy aims to ensure that genuine
complainants are able to raise their concerns in full confidence, without any fear of
retaliation or victimisation and also allows for anonymous reporting of complaints. The
Code of Conduct covering Vigil Mechanism/ Whistle Blower Policy, is available on the
Company's website which can be accessed by clicking here. The Audit Committee of the
Company is responsible for reviewing and monitoring the whistle blower mechanism. The
Audit Committee also reviews report on whistle blower complaints on a quarterly basis.
Prevention of Sexual Harassment at Workplace
In compliance with Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act,
2013 (‘POSH Act'), the Company has adopted a detailed policy
and constituted Internal Complaint Committees for providing redressal mechanism pertaining
to any reported event of sexual harassment of employees at workplace. The Company's
policy on prevention of sexual harassment (‘POSH Policy') is available on its
website which can be accessed by clicking here.
Further, details regarding the POSH Policy, including the details of
the complaints received and disposed-o_ during the year, are provided in the Report on
Corporate Governance and Business Responsibility & Sustainability Report, which form
part of this Integrated Annual Report.
Maternity Benefits
During the year under review, the Company has complied with the
provisions of the Maternity Benefit Act, 1961 read with the relevant provisions of the
Code on Social Security, 2020, to the extent notified.
Annual Return
In terms of Section 92(3) read with Section 134(3(a) of the Act and
rules thereto, the Annual Return of the Company in Form MGT-7 for the financial year ended
on March 31, 2026 is available on the Company's website at https://www.airtel.
in/about-bharti/equity/results. The Annual Return will be electronically submitted to the
Registrar of Companies within the timelines prescribed under the Act.
Particulars of Loans, Guarantees and Investments
In compliance with the provisions of the Act and SEBI Listing
Regulations, the Company extends financial assistance in the form of investment, loan,
guarantee etc. to its subsidiaries, from time to time in order to meet their
businessrequirements.Particularsofinvestments,loansand guarantees form part of Note nos.
7, 9 and 22, respectively to the standalone financial statements provided in this
Integrated Annual Report. The Company is in the business of providing telecommunication
services which is covered under the definition of ‘infrastructure facilities' in
terms of Section 186 read with Schedule VI of the Act.
Deposits
During the financial year, the Company did not accept any deposits,
including from public under Chapter V of the Act. Further, no amount of principal or
interest was outstanding as on the balance sheet closure date.
Related Party Transactions
The Company has put in place a comprehensive and well-defined
governance framework for overseeing related party transactions (‘RPTs'). The
framework reflects the Company's commitment to transparency, fairness and
safeguarding stakeholder interests. In terms of the applicable laws, the RPTs are subject
to an in-depth review and pre-certification by leading independent global valuation/
accounting firms to ensure that the proposed terms of RPTs strictly adhere to arm's
length principles and are consistent with best market practices.
The Audit Committee plays a pivotal role in the RPT governance process.
It relies on the certifications and detailed analysis provided by the independent
valuation and accounting firms and conducts an in-depth evaluation of the proposed
transaction terms before granting its approval. The representatives of valuation/
accounting firm(s) are available to address the queries of Audit Committee members,
reinforcing the objectivity and independence of the review process.
In addition to prior approval and in-depth review of each RPT and/ or
subsequent modification thereof, the Audit Committee undertakes a quarterly review of
actual RPTs to ensure they remain in compliance with internal policies and regulatory
requirements. This proactive and disciplined approach underlines Company's unwavering
commitment to sound governance, risk management and protection of long-term shareholder
value.
The Company has in place a detailed ‘Policy on Related Party
Transactions' (RPT Policy') which, inter-alia, covers regulatory framework
around RPTs, robust RPT governance process etc. The RPT Policy also mandates that any
member of the Audit Committee/ Board Member having a potential interest in the proposed
RPT, will recuse himself and abstain from discussion and voting on the proposal for
approval of the said transaction. The RPT policy is available on the Company's
website and can be accessed by clicking here. During the FY 2025-26, the Company had
entered into material related party transaction with Indus Towers Limited, subsidiary
company as per Section 188 of the Act and rules made thereunder. Necessary disclosure in
form AOC-2 in this regard is given in Annexure D of this Report. Further, all
arrangements/ transactions entered into by the Company with its related parties during the
year under review, were in the ordinary course of business, on arm's length terms and
were not in any way prejudicial to the interest of its minority shareholders. The Company
or any of its subsidiary has not extended any financial assistance to promoter or promoter
group entities which has been written-o_ during last three years.
In compliance with the requirement of SEBI Listing Regulations, names
of related parties and details of transactions with them have been included in Note nos.
34 and 35 to the standalone and consolidated financial statements, respectively, forming
part of this Integrated Annual Report.
Energy Conservation, Technology Absorption and Foreign Exchange
Earnings & Outgo
A detailed note on energy conservation, technology absorption and
foreign exchange earnings & outgo as required under Section 134(3) of the Act read
with the Rule 8 of the Companies (Accounts) Rules, 2014, is annexed as Annexure E
of this Report.
Particulars of Employees
Disclosures relating to remuneration of directors under section 197(12)
of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed as Annexure F of this Report. Particulars of
employee remuneration, as per Section 197(12) of the Act and read with Rule 5(2) and Rule
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
form part of this Integrated Annual Report. The Integrated Annual Report is being sent to
the shareholders, excluding the aforementioned information. The information will be
available for inspection at the registered office of the Company on all working days
(Monday to Friday) between 11.00 a.m. and 1.00 p.m. upto the date of ensuing AGM and a
copy of the same will also be available electronically for inspection by the members
during the AGM. Any member interested in obtaining such information may write to the
Company Secretary of the Company.
Change in the Nature of Business
There was no change in nature of the business of the Company during the
financial year ended on March 31, 2026.
Significant and Material Orders
During the FY 2025-26, there were no significant and material orders
passed by the regulators or courts or tribunals impacting the going concern status and the
Company's operations in the future.
Proceeding under Insolvency and Bankruptcy Code, 2016
There were no applications made or proceedings pending against the
Company under the Insolvency and Bankruptcy Code, 2016 as amended, before the National
Company Law Tribunal or other Courts as on March 31, 2026.
Material changes and commitments affecting the financial position
between the end of financial year and the date of report
Save and except the events/ matters disclosed in other sections of this
report, there were no other material changes and commitments affecting the financial
position of the Company between the end of financial year and the date of this report.
Directors' Responsibility Statement
Pursuant to Section 134 of the Act, the directors, to the best of their
knowledge and belief, confirm that: a) in preparation of the annual accounts, the
applicable accounting standards had been followed, along with proper explanation relating
to material departures; b) the directors had selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable and prudent, so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit and loss of the Company for that period; c) the directors
had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; d) the directors had prepared
the annual accounts on a going concern basis; e) the directors, had laid down internal
financial controls to be followed by the Company and that such internal financial controls
are adequate and were operating effectively; and f) the directors had devised proper
systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.
Key initiatives with respect to stakeholder relationship, customer
relationship, environment, sustainability, health, safety and welfare of employees
The key initiatives taken by the Company with respect to stakeholder
relationship, customer relationship, environment, sustainability, health and safety etc.
are provided under various Capitals and Business Responsibility & Sustainability
Report, form part of this Integrated Annual Report. The Environment, Health and Safety
Policy and Human Rights Policy, are available on the Company's website at
https://www.airtel.in/sustainability-file/embedding-sustainability.
Compliance of Secretarial Standards
During FY 2025-26, the Company has complied with the applicable
provisions of the Secretarial Standards (SS-1 and SS-2) relating to ‘Meetings
of the Board of Directors' and ‘General Meetings' issued by the Institute
of Company Secretaries of India and notified by Ministry of Corporate Affairs in terms of
the provisions of Section 118 of the Act.
Acknowledgements
The Board places on record its sincere appreciation to the Department
of Telecommunications, the Central and State Governments in India, the governments and
regulatory authorities across Airtel Africa's footprint, the Company's bankers,
business partners and other stakeholders for their continued support, cooperation and
guidance.
The Board also expresses its heartfelt gratitude to the Company's
employees for their unwavering commitment, dedication and contribution towards delivering
strong operational and business performance. The Board acknowledges with appreciation the
continued trust and support of the Company's customers, shareholders, including
Bharti Telecom Limited and Singapore Telecommunications Limited and all other stakeholders
who have contributed to the Company's growth and success. The Board looks forward to
their continued support as the Company pursues its vision of creating sustainable value
for all stakeholders.
|
For and on behalf of the Board |
|
Sunil Bharti Mittal |
| Date: May 13, 2026 |
Chairman |
| Place: Gurugram |
DIN: 00042491 |
