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Bharti Airtel Ltd

BSE Code : 532454 | NSE Symbol : BHARTIARTL | ISIN:INE397D01024| SECTOR: - |

NSE BSE
 
SMC down arrow

436.25

-34.70 (-7.37%) Volume 280564

23-Sep-2020 12:39:59

Prev. Close

470.95

Open Price

467.00

Bid Price (QTY)

436.25(261)

Offer Price (QTY)

436.40(162)

 

Today’s High/Low 467.00 - 433.40

52 wk High/Low 612.00 - 325.50

Key Stats

MARKET CAP (RS CR) 256984.03
P/E 0
BOOK VALUE (RS) 185.9190035
DIV (%) 40
MARKET LOT 1
EPS (TTM) 0
PRICE/BOOK 2.53363018912696
DIV YIELD.(%) 0.42
FACE VALUE (RS) 5
DELIVERABLES (%) 27.82
4

News & Announcements

17-Sep-2020

Bharti Airtel Ltd - Bharti Airtel Limited - Updates

14-Sep-2020

Bharti Airtel gains after Moody's affirms rating

10-Sep-2020

Bharti Airtel Ltd - Bharti Airtel Limited - Updates

09-Sep-2020

Tejas Networks Ltd Surges 4.19%

07-Sep-2020

Bharti Airtel launches Airtel Xstream Bundle

29-Jul-2020

Bharti Airtel AGM scheduled

20-Jul-2020

Bharti Airtel to announce Quarterly Result

08-Jul-2020

Airtel launches NEW Prepaid Packs with Premium Content from ZEE5

Corporate Actions

Bonus
Splits
Dividends
Rights
Capital Structure
Book Closure
Board Meeting
AGM
EGM
 

Financials

Income Statement

Standalone
Consolidated
 

Peers Comparsion

Select Company Name BSE Code NSE Symbol
Mahanagar Telephone Nigam Ltd 500108 MTNL
Nettlinx Ltd 511658
OnMobile Global Ltd 532944 ONMOBILE
Quadrant Televentures Ltd 511116
Rajasthan Telephone Industries Ltd 517103
Reliance Communications Ltd 532712 RCOM
Spice Communications Ltd(merged) 532863 SPICETELE
Tata Communications Ltd 500483 TATACOMM
Tata Teleservices (Maharashtra) Ltd 532371 TTML
Tejas Networks Ltd 540595 TEJASNET
Tulip Telecom Ltd 532691 TULIP
Uniinfo Telecom Services Ltd 535055 UNIINFO
Vital Communications Ltd 532325 VITALCOMM
Vodafone Idea Ltd 532822 IDEA
We Internet Ltd 517534 NIVINFRA

Share Holding

Category No. of shares Percentage
Total Foreign 1218162088 22.33
Total Institutions 1002242665 18.37
Total Govt Holding 0 0.00
Total Non Promoter Corporate Holding 15914719 0.29
Total Promoters 3067581205 56.23
Total Public & others 151656678 2.78
Total 5455557355 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About Bharti Airtel Ltd

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

Bharti Airtel Ltd Chairman Speech

"Airtel's 25 year growth story is synonymous with India's telecom revolution and we are immensely proud of having built an institution that has empowered hundreds of millions of Indians with affordable connectivity."

Dear Shareholders,

The world is in the midst of an unprecedented crisis in the form of the COVID-19 pandemic. Economies, businesses and our way of life has been disrupted and the road to recovery is likely to be a long one. While I remain highly optimistic that we will soon have a vaccine, the world will have to adjust to the new normal.

In this backdrop, telecoms and digital technologies have become the bedrock of our lives – be it work from home or virtual classrooms, telecom networks are ensuring that the world does not come to a standstill. Telecom is the oxygen for the digital world.

Serving the customers

I say this with immense pride that since the time of COVID-19 lockdown, your company has gone the extra mile to keep India connected over its digital backbone. While one billion people stayed safe in their homes during the lockdown, Airtel's network engineers and field staff worked tirelessly on the ground to make sure that our networks run seamlessly.

True to our DNA of innovation and agility, Airtel's team of over 15,000 people was able to transition to remote working and stay obsessed with delighting customers. From building digital channels for customer services to rolling our innovative peer to peer mobile recharges, Airtel stepped up the game when it mattered the most. And I, on behalf of all of you, want to express my deep gratitude and appreciation for their efforts.

To strengthen the nation's efforts to tackle the COVID-19 pandemic, your company also responded to the clarion call made by the Hon'ble Prime Minister of India.

Bharti Enterprises, including its companies Bharti Airtel, Bharti Infratel committed a sum of over Rs. 100 crore for India's fight against

COVID-19. A significant portion of this corpus was contributed to the PM - CARES Fund. The balance was directed towards sourcing of masks, PPE and other key equipment for the doctors, healthcare workers and essential services personnel who are at the forefront of this massive battle.

In addition to the Rs. 100 crore committed by Bharti Enterprises, the employees of Bharti Airtel also made personal voluntary contributions towards this cause and the amount was matched by your company.

25 Glorious Years

2020 will also mark 25 years of Airtel's exciting journey. The Airtel growth story is synonymous with India's telecom revolution and we are immensely proud of having built an institution that has empowered hundreds of millions of Indians with affordable connectivity.

From mobile services in just one circle to becoming a leading global telecom company with operations in 18 countries across Asia and Africa over these years, Airtel now ranks amongst top 3 mobile service providers globally in terms of subscribers and has become a force to reckon with in emerging markets telecoms with its network covering billions.

My congratulations to all of you on this milestone and thank you for being a part of this wonderful journey. We have now all the building blocks in place and are uniquely positioned to support an open digital ecosystem. I feel confident that our best lies ahead and that Airtel will be a key stakeholder in driving the digitally connected world of tomorrow.

The industry requires more support

While it's clear that the worst may be behind for India's telecom industry, we are yet to emerge from the woods. India still has some of the lowest data tariffs globally and the industry is barely able to cover the cost of capital. It requires much more support to repair the deep damage to its finances and make it viable for telecom operators to invest in future technologies.

A welcome change during the

COVID-19 lockdown was telecom being declared as an essential service by the Government of India. The industry has finally got some of the recognition it deserves and given the commendable job it has done to keep India connected, I hope the Government will look into the urgent needs of the operators. Though the recent tariff increase has provided some cushion to the industry, we are still way below the levels to make the industry viable. The government must also look at rationalizing the levies on the sector and close long standing legal disputes that are a big drag on performance of operators.

These urgent interventions will ensure that we have a viable industry with 3+1 structure, which is essential for serving the digital aspirations of a billion plus Indians.

Strong performance by Airtel

Your company moved forward strongly this year on its strategy of customer delight and solid market execution by offering new products, content services and seamless experience across all touch points. The company's large investments towards building future ready networks, data centers plus its sharp focus on quality customers is beginning to reap dividends.

Multiple globally renowned experts have consistently rated Airtel as India's top mobile network. This is another validation of our superior network execution. We remain committed to taking high speed mobile broadband to every corner of the nation and enable a Digital India.

Digital Transformation has been a big agenda for Airtel and today virtually every process of the company is leveraging the power of digital. We remain ahead of the curve when it comes to bringing in the latest technologies and thereby serve our customers better through digital platforms.

As always, we continued to drive deep collaborations to enable a world-class experience for our customers. Be it Amazon, Netflix, Zee, Star, Eros, HDFC, Bharti AXA, Apollo Hospitals and a wide number of start-ups in the retail segment; and the likes of Cisco, Zoom, Google, Microsoft and AWS in the enterprise segment.

Alongside the operational strength, there was an undivided attention towards strengthening the balance sheet in a timely manner. The year witnessed massive fund raise initiatives by your company totalling over USD 8 Bn, including rights issue (USD 3.6 Bn), Airtel Africa IPO (USD 674 Mn), Perpetual bond (USD 1 Bn), QIP (USD 2 Bn) and FCCB (USD 1 Bn). Now, with a strong balance sheet accompanied by a best-in-class network and a robust spectrum portfolio, Airtel is well positioned to capitalize on future opportunities.

Moving to the African operations, which crossed several milestones during the year including listing on London & Nigerian Stock Exchange and crossing the 100 Mn subscriber mark. Airtel Africa continued its growth trajectory and strong performance across geographies and segments- voice, data and mobile money. The company continued investing in market leading networks as it drives the dual agenda of connectivity and financial inclusion.

As a responsible corporate, we continue to focus our efforts on driving sustainability and uplifting the communities we operate in. Bharti Foundation, the Group's philanthropic arm, with its school education programs continues to ensure holistic education for over 274,000 under-privileged children in rural India. While schools across the country were closed during the lockdown, our teams continued to work remotely through the use of technology to ensure education is not disrupted for any child. Satya Bharti Abhiyan, the rural sanitation initiative in the state of Punjab, has benefitted over 185,000 people, enabling the State to declare an Open Defecation Free status in the districts of Ludhiana and Amritsar. Our CSR initiatives in Africa are centred on enabling digital access for youth empowerment and for healthcare. Airtel Africa also responded to COVID-19 by contributing funds to governments across the countries we operate, in addition to the supply of masks for the healthcare workers. Furthermore, Bharti Enterprises, through its joint venture with Softbank, is becoming a major force in the renewable energy space in India, thereby contributing towards the cause of the global climate agenda.

Coming back to the remarkable journey of Airtel, the last 25 years have seen their fair share of challenges and achievements, all of which have been inspiring and fulfilling at the same time. I want to take this opportunity to express my sincere gratitude to our Board of Directors, Management, resilient employees and our esteemed customers, partners, suppliers, entire distribution network and our shareholders. As a Company, we remain committed to create long-term sustainable value for all our stakeholders.

Sunil Bharti Mittal

Consequent to the above mentioned allotments, the paid-up share capital of the Company has increased to Rs. 27,277,836,475 divided into 5,455,557,355 equity shares of face value of Rs. 5/- each and 497 preference shares of Rs. 100/- each.

During the year under review, the Company has neither issued any shares with differential voting rights nor any sweat equity shares.

Reserve

During the year, the Company has transferred Rs. 141 Mn into General Reserve from the Share Based Payment Reserve pertaining to gain / loss on exercise / lapse of vested options.

Dividend

Your Directors have recommended a final dividend of Rs. 2.00 per equity share of Rs. 5 each fully paid-up (40.00 % of face value) for FY 2019-20. The total final dividend payout will amount to Rs. 10,911.11 Mn.

The record date for the purpose of payment of final dividend for the FY 2019-20, will be Friday, August 07, 2020.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends 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.

Dividend Distribution Policy

As per Regulation 43A of the Listing Regulations, top 500 listed companies are required to formulate a dividend distribution policy. Accordingly, the Company had adopted the dividend distribution policy which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its shareholders and / or retaining profits earned by the Company. The Policy is enclosed as Annexure A to the Board's Report and is also available on the Company's website at https://assets.airtel.in/teams/ simplycms/web/pdf/Airtel-Dividend_Distribution_Policy-Kick_ Off-14052020.pdf

Transfer of amount to Investor Education and Protection Fund

During the FY 2019-20, the Company has transferred the unpaid/ unclaimed dividend pertaining to FY 2011-12 amounting to Rs. 1.29 Mn., to the Investors Education and Protection Fund (‘IEPF') Account established by the Central Government. The Company has also uploaded the details of unpaid and unclaimed dividend amounts lying with the Company as on August 14, 2019 (date of last Annual General Meeting) on the Company's website www.airtel.com.

   

Bharti Airtel Ltd Company History

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

Bharti Airtel Ltd Directors Reports

Dear Members,

Your Directors have pleasure in presenting the 25th Board Report on the Company's business and operations, together with audited financial statements for the financial year ended March 31, 2020.

Company Overview

Bharti Airtel is one of the world's leading providers of telecommunication services with operations in 18 countries across Asia and Africa. The Company's diversified service range includes mobile, voice and data solutions, using 2G, 3G and 4G technologies. We provide telecom services under wireless and fixed line technology, national and international long distance connectivity, broadband services, Digital TV; and complete integrated telecom solutions to our enterprise customers. All these services are rendered under a unified brand ‘Airtel' either directly or through subsidiary companies. Airtel Money (known as ‘Airtel Payments Bank‘ in India) extends our product portfolio to further our financial inclusion agenda and offers convenience of payments and money transfers on mobile phones over secure and stable platforms in India, and across all 14 countries in Africa.

The Company also deploys and manages passive infrastructure pertaining to telecom operations through its subsidiary, Bharti Infratel Limited, which also owns 42% of Indus Towers Limited. Together, Bharti Infratel Limited (‘Infratel') and Indus Towers Limited (‘Indus') are the largest passive infrastructure service providers in India. The Hon'ble National Company Law Tribunal, Chandigarh Bench, vide its order dated May 31, 2019 had sanctioned the Scheme of Amalgamation of Indus with and into Infratel. The decision to implement the Scheme will be taken by Infratel, keeping in mind the best interest of its stakeholders.

25 years ago, the Company started its journey as a telecom service provider and year after year, deepened its roots to establish a strong foothold in this space. Over the years, Airtel has become synonymous with quality telecom connectivity in India. With a constant motivation to strengthen its innovative core, the Company cemented its position to lead change in a fast paced and ever evolving digital landscape. Since the first mobile service launch in New Delhi on September 27, 1995, Airtel has transpired transformation in the wireless telecom sector in the last two and a half decades. The desire to be recognized as the most admired brand helped Airtel to successfully forge a deep emotional connect with its customers in India and abroad.

Financial Results

In compliance with the provisions of the Companies Act, 2013 (‘Act'), and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations') the

Company has prepared its standalone and consolidated financial statements as per Indian Accounting Standards (‘Ind AS') for the FY 2019-20. The standalone and consolidated financial highlights of the Company's operations are as follows:

Standalone Financial Highlights

Particulars

FY 2019-20

FY 2018-19

J Mn USD Mn* J Mn USD Mn*
Gross revenue 543,171 7,680 496,060 7,101
EBITDA before exceptional items 206,315 2,917 128,182 1,835
Cash profit from operations 109,130 1,543 70,714 1,012
Earnings before taxation (510,209) (7,214) (52,439) (751)
Net income/ (loss) (360,882) (5,103) (18,692) (268)

*1 USD = H 70.73 Exchange Rate for financial year ended March 31, 2020 (1 USD = H 69.86 Exchange Rate for financial year ended March 31, 2019)

(FY 2018-19* has been reclassed to take Tikona Merger impact for Y-o-Y comparison)

Consolidated Financial Highlights

Particulars

FY 2019-20

FY 2018-19

J Mn USD Mn* J Mn USD Mn*
Gross revenue 875,390 12,377 807,802 11,567
EBITDA before exceptional items 371,053 5,246 262,937 3,768
Cash profit from operations 254,951 3,605 167,777 2,406
Earnings before taxation (428,466) (6,058) (17,318) (253)
Net Income / (Loss) (321,832) (4,550) 4,095 59

*1 USD = H 70.73 Exchange Rate for financial year ended March 31, 2020 (1 USD = H 69.86 Exchange Rate for financial year ended March 31, 2019)

Note: With the adoption of IndAS 116, effective April 01, 2019, the results of periods commencing April 01, 2019 are not comparable with previous periods.

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

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, 2020

COVID update

These are unprecedented times, as our country and the entire world struggles to contain and combat the COVID-19 pandemic. Amidst such rampant uncertainties, Airtel has aligned itself with the national priorities of the moment, by committing H 100 crores from Bharti Group to the PM CARES relief fund, in an effort to help our country coast through these tough times. We have abided by every safety and social distancing norm and have been consistently communicating the same to both our employees and customers. We stand in solidarity with the Government of India and all our citizens, and our efforts towards the betterment of one and all will continue, unabated.

Secretarial Standards

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

Share Capital

During the FY 2019-20, the Authorized share capital of the Company has been increased to H 147,780,000,000 divided into 29,555,980,000 equity shares of face value of H 5/- each and 1,000 preference shares of H 100/- each.

During the FY 2019-20, the Company has made the following allotments:

s=_ 1,133,591,075 equity shares of face value of H 5/- each

on May 24, 2019 pursuant to Rights Issue aggregating to H 5,667,955,375 /-.

=_ 487, 10% fully paid-up redeemable, non-participating,

non-cumulative preference shares of face value of H 100/- each on July 26, 2019, pursuant to composite scheme of arrangement among Tata Teleservices Limited (‘TTSL'), Bharti Hexacom Limited and the Company and their respective shareholders and creditors, aggregating to H 48,700 to equity share holders, CCPS holders and OCPS holder of TTSL.

s=_ 9,70,668 equity shares of face value of H 5/- each on July

26, 2019, pursuant to scheme of arrangement between Tata Teleservices (Maharashtra) Limited (‘TTML') and the Company and their respective shareholders and creditors, aggregating to H 4,853,340/- to the equity shareholders of TTML.

10, 10% fully paid-up redeemable, non-participating, noncumulative preference Shares of face value of H 100/- each on July 26, 2019, pursuant to scheme of arrangement between Tata Teleservices (Maharashtra) Limited (‘TTML') aggregating to H 1000/- to the Preference shareholders of TTML.

^ 323,595,505 equity shares of face value of H 5/- each

on January 15, 2020 pursuant to Qualified Institutions Placement aggregating to H 1,617,977,525/-.

Consequent to the above mentioned allotments, the paid-up share capital of the Company has increased to H 27,277,836,475 divided into 5,455,557,355 equity shares of face value of H 5/- each and 497 preference shares of H 100/- each.

During the year under review, the Company has neither issued any shares with differential voting rights nor any sweat equity shares.

Reserve

During the year, the Company has transferred H 141 Mn into General Reserve from the Share Based Payment Reserve pertaining to gain / loss on exercise / lapse of vested options.

Dividend

Your Directors have recommended a final dividend of H 2.00 per equity share of H 5 each fully paid-up (40.00 % of face value) for FY 2019-20. The total final dividend payout will amount to H 10,911.11 Mn.

The record date for the purpose of payment of final dividend for the FY 2019-20, will be Friday, August 07, 2020.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends 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.

Dividend Distribution Policy

As per Regulation 43A of the Listing Regulations, top 500 listed companies are required to formulate a dividend distribution policy. Accordingly, the Company had adopted the dividend distribution policy which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its shareholders and / or retaining profits earned by the Company. The Policy is enclosed as Annexure A to the Board's Report and is also available on the Company's website at https://assets.airtel.in/teams/ simplycms/web/pdf/Airtel-Dividend_Distribution_Policy-Kick_ Off-14052020.pdf

Transfer of amount to Investor Education and Protection Fund

During the FY 2019-20, the Company has transferred the unpaid/ unclaimed dividend pertaining to FY 2011-12 amounting to H 1.29 Mn., to the Investors Education and Protection Fund (‘IEPF') Account established by the Central Government. The Company has also uploaded the details of unpaid and unclaimed dividend amounts lying with the Company as on August 14, 2019 (date of last Annual General Meeting) on the Company's website www.airtel.com.

I Pursuant to the provisions of Investor Education and Protection I Fund Authority (Accounting, Audit, Transfer and Refund) Rules,

I 2016, as amended, the shares on which dividend remains unpaid / unclaimed for seven consecutive years or more shall be transferred to the Investor's Education and Protection Fund (‘IEPF') after giving due notices to the concerned shareholders. Accordingly, the Company has transferred 16,729 equity shares to the IEPF during the FY 2019-20. The details of equity shares transferred are also available on the Company's website www.airtel.com.

The shareholders whose unpaid dividend / shares are transferred to the IEPF can request the Company / Registrar and Transfer Agent as per the applicable provisions in the prescribed Form No. IEPF-5 for claiming the unpaid dividend / shares out of the IEPF. The process for claiming the unpaid dividend / shares out of the IEPF is also available on the Company's website at http://www.airtel.in/about-bharti/ equity/shares.

Deposits

The Company has not accepted any deposits and, as such, no amount of principal or interest was outstanding as on the balance sheet closure date.

Significant Developments

Mergers / amalgamations / demergers under Sections 230 to 232 of the Companies Act, 2013 completed during the year:

==_ Scheme of amalgamation between Bharti Digital Networks Private Limited (formerly known as Tikona Digital Networks Private Limited) (‘Bharti Digital'), a wholly-owned subsidiary company and Bharti Airtel Limited

During the year, the scheme of amalgamation between Bharti Digital, a wholly-owned subsidiary company and the Company has become effective on May 29, 2019 pursuant to which Bharti Digital has been amalgamated with the Company.

=_ Composite scheme of arrangement between Tata Teleservices Limited (‘TTSL'), Bharti Hexacom Limited (‘Bharti Hexacom'), a subsidiary company and Bharti Airtel Limited (‘TTSL Scheme') and Scheme of arrangement between Tata Teleservices (Maharashtra) Limited (‘TTML') and Bharti Airtel Limited (‘TTML Scheme')

During the year, the Company completed the acquisition of the consumer mobile business of TTML and TTSL under the TTML Scheme and TTSL Scheme, made effective from July 01, 2019.

For details of securities issued under TTML Scheme and TTSL Scheme, please refer ‘Share Capital' section of this report.

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=_ Scheme of arrangement between Telesonic Networks Limited (‘Telesonic'), a subsidiary company and Bharti Airtel Limited

During the year, the scheme of arrangement between the Company and Telesonic, a subsidiary company and their respective shareholders and creditors for the transfer of optical fibre cable business of the Company to Telesonic, has become effective on August 03, 2019.

Mergers/ amalgamations/ demergers under Sections 230 to 232 of the Companies Act, 2013 pending sanction of the appropriate authorities:

Composite scheme of arrangement between Bharti Airtel Limited, Bharti Airtel Services Limited, a wholly-owned subsidiary company, Hughes Communications India Limited (now known as Hughes Communications India Private Limited) and HCIL Comtel Limited (now known as HCIL Comtel Private Limited)

Pursuant to the approval dated May 06, 2019 of the Board of Directors of the Company, the Company had entered into the Scheme, inter-alia proposing for transfer of the VSAT Undertaking (defined under the Scheme) of the Company and vesting of the same with Hughes Communications India Private Limited on a going concern basis by way of a slump sale for a lump sum cash consideration of H 663,210,000 (Indian Rupees Six Hundred Sixty Three Million Two Hundred Ten Thousand). As on the date of this report, the Scheme is subject to requisite regulatory/ statutory approvals and other closing conditions.

Rights Issue

During the year, the Company has allotted 1,133,591,075 equity shares of face value of H 5/- each by way of a rights issue at a price of H 220 per rights equity share (including a premium of H 215 per rights equity share) aggregating to H 249,390.04 Mn on a rights basis to the eligible equity shareholders on May 24, 2019 in the ratio of 19 rights equity shares for every 67 equity shares held by the eligible equity shareholders on the record date i.e. April 24, 2019.

Qualified Institutions Placement

During the year, the Company has allotted 323,595,505 equity shares offace value of H 5/- each by way of a Qualified Institutions Placement at a price of H 445 per equity share (including a premium of H 440 per rights equity share) aggregating to H 144,000 Mn to the eligible investors on January 15, 2020.

Foreign Currency Convertible Bonds

During the year, the Company has issued 1.50% foreign currency convertible bonds due 2025 (‘FCCBs') of USD 1,000 Mn at par, convertible into fully paid-up equity shares of face value of H 5/- each of the Company at an initial conversion price of H 534/- per equity share, on or after February 27, 2020 and

up to the close of business hours February 07, 2025, at the option of the FCCB holders. As per the terms and conditions of the issue, the initial conversion ratio and initial conversion price are subject to certain adjustments. FCCBs, which are not converted to equity shares during such specified period, will be redeemable at 102.66% of their principal amount on February 17, 2025.

Capital Market Ratings

As on March 31, 2020 the Company was rated by two domestic rating agencies, namely CRISIL and ICRA and three international rating agencies, namely Fitch Ratings, Moody's and S&P.

As on March 31, 2020, CRISIL and ICRA rated their long-term ratings of the Company to [CRISIL] AA / [ICRA] AA-, with a stable outlook. Short-term ratings were maintained at the highest end of the rating scale at [CRISIL] A1+ / [ICRA] A1+. Fitch maintained the rating at BBB-/ Stable. S&P and Moody revised its outlook and rating to BBB-/ Negative and to Ba1/ Negative, respectively during the year.

Employee Stock Option Plan

At present, the Company has two Employee Stock Options (ESOP) schemes, namely the Employee Stock Option Scheme 2001 and the Employee Stock Option Scheme 2005. Besides attracting talent, the schemes also helped retain talent and experience. The HR and Nomination Committee administers and monitors the Company's ESOP schemes.

Both the ESOP schemes are currently administered through Bharti Airtel Employees Welfare Trust (ESOP Trust), whereby shares held by the ESOP Trust are transferred to the employee, upon exercise of stock options as per the terms of the Scheme.

Pursuant to the provisions of SEBI (Share Based Employee Benefits) Regulations, 2014 (the ESOP Regulations), a disclosure with respect to ESOP Scheme of the Company as on March 31, 2020 has been uploaded on Company's website at https://www.airtel.in/about-bharti/equity/results.

During the previous year, there were no material changes in the aforesaid ESOP Schemes of the Company and the ESOP Schemes are in compliance with ESOP regulations. The Company has received a certificate from Deloitte Haskins & Sells LLP, Chartered Accountants, Statutory Auditors, of the Company certifying that the schemes are implemented in accordance with the SBEB Regulations and the resolutions passed by the members. The certificate is available for inspection by members in electronic mode.

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

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

Debentures

During the financial year, the Company has not issued any debentures. The details of outstanding debentures as on the date of this report are as under:

=_ 15,000 Series II debentures having a face value of H 1 Mn

per debenture at a coupon rate of 8.35% per annum.

The aforesaid debentures are listed on National Stock Exchange of India Limited.

Further, the following debentures were redeemed after the closure of financial year 2019-20:

=_ 15,000 Series I debentures having a face value of H 1 Mn

per debenture at a coupon rate of 8.25% per annum.

Directors and Key Managerial Personnel

Inductions, Re-appointments, Retirements & Resignations

Pursuant to the provisions of the Companies Act, 2013, Mr. Gopal Vittal, Managing Director & CEO of the Company will retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment.

Mr. Shishir Priyadarshi had completed his present term as Independent Director of the Company on February 03, 2020. On the recommendation ofthe HR and Nomination Committee, the Board, subject to the approval of the shareholders, has reappointed him as Independent Director for a further term of five consecutive years i.e. upto February 03, 2025.

In the opinion of the Board, Mr. Shishir Priyadarshi fulfils the conditions specified in the Companies Act, 2013 and the rules made thereunder and under Listing Regulations and is independent to the management and accordingly, the Board recommends his re-appointment.

Brief resume, nature of expertise, details of directorships held in other companies of the Directors proposed to be re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard 2 and Regulation 36 of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM.

Declaration by Independent Directors

The Company has received declarations from all Independent Directors of the Company confirming that they continue to meet the criteria of independence, as prescribed under Section 149 of the Companies Act, 2013, rules made there under and Regulations 16 & 25 of the Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company's code of conduct.

Board Diversity and Policy on Director's Appointment and Remuneration

The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board will be able to leverage different skills, qualifications, professional experiences, perspectives and backgrounds, which

I is necessary for achieving sustainable and balanced I development. The Board has adopted a policy on ‘Nomination, I Remuneration and Board Diversity', which sets out the criteria for determining qualifications, positive attributes and independence of a Director. The detailed policy is available on the Company's website at https://s3-ap-southeast-1. amazonaws.com/bsy/iportal/images/Draft-Remuneration- Nomination-and-Board-Diversity-Policy-4-0-Aug-01-2019_ B8BCCA328A3ABAEDC2A5FF6E747B0D8D.pdf and is also annexed as Annexure B to this report.

Annual Board Evaluation and Familiarisation Programme for Board Members

The HR and Nomination Committee has put in place a robust framework for evaluation of the Board, Board Committees and individual Directors including Chairman. Customised questionnaires were circulated, responses were analyzed and the results were subsequently discussed by the Board. Recommendations arising from this entire process were deliberated upon by the Board to be used constructively to further enhance its effectiveness. A detailed update on the Board Evaluation is provided in the report on Corporate Governance which forms part of this report.

A note on the familiarisation programme adopted by the Company for orientation and training of the Directors and the Board evaluation process undertaken in compliance with the provisions of the Companies Act, 2013 and the Listing Regulations is provided in the Report on Corporate Governance, which forms part of this Report.

Committees of Board, Number of Meetings of the Board and Board Committees

The Board of Directors met seven (7) times during the previous financial year. As on March 31, 2020, the Board has ten committees, namely, the Audit Committee, the Risk management Committee, the HR and Nomination Committee, the Corporate Social Responsibility (‘CSR') Committee, the Stakeholders' Relationship Committee, the Committee of Directors, the Airtel Corporate Council, the Special Committee of Directors (for Monetization of stake in Bharti Infratel Limited), the Special Committee of Directors (for Restructuring of overseas holding structure) and Special Committee of Directors (for fund raising).

All the recommendations made by committees of the Board including the Audit Committee were accepted by the Board. A detailed update on the Board, its composition, detailed charter including terms and reference of various Board Committees, number of Board and Committee meetings held during FY 2019-20 and attendance of the Directors at each meeting is provided in the Report on Corporate Governance, which forms part of this Report.

Subsidiary, Associate and Joint Venture Companies

As on March 31, 2020, your Company has 101 subsidiaries, 8 associates and 7 joint ventures.

During FY 2019-20, Network i2i (Kenya) Limited became subsidiary of the Company and RedDot Digital Limited became associate of the Company.

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During FY 2019-20, Bharti Digital Networks Private Limited merged with the Company and Mobile Financial Services Limited ceased to be joint venture of the Company.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014, a statement containing salient features of financial statements of subsidiary, associate and joint venture companies forms part of the Annual Report. The statement also provides the details of performance and financial position of each of the subsidiary, associate and joint venture and their contribution to the overall performance of the Company.

The audited financial statements of each of its subsidiary, associate and joint venture companies are available for inspection at the Company's registered office and also at registered offices of the respective companies and pursuant to the provisions of Section 136 of the Companies Act, 2013. The financial statements of each of its subsidiary companies are also available on the Company's website www.airtel.com. A copy of the same will also be available electronically for inspection by the members during the AGM.

The copies of annual financial statements of the subsidiary, associate and joint venture companies will also be made available to the investors of the Company and those of the respective companies upon request.

Auditors and Auditors' Report Statutory Auditors

In terms of the provisions of Section 139 of the Companies Act, 2013, Deloitte Haskins & Sells LLP were appointed as the Company's Statutory Auditors by the shareholders in the AGM held on July 24, 2017, for a period of five years i.e. till the conclusion of 27th AGM.

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

As regards the comments under para i(a) of the Annexure B to the Independent Auditors' Report regarding updation of quantitative and situation details relating to certain 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, 2020. The Company is in the process to update quantitative and situation details relating to certain fixed assets which were identified during the physical verification exercise. This same is expected to be completed by December 2020.

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 and certain assets due to their nature or location; the customer premises equipment are located at subscriber's premises and physical check of the equipment is generally not possible. In such cases, the Company uses indirect evidences to check existence of the assets.

As regards the comments under para i(c) of the Annexure B to the Independent Auditors' Report regarding transfer of title deed in the name of the Company, the ownership of these properties is transferred and vested in the name of the Company through merger scheme. Company is in the process of getting the title deeds transferred in name of the Company. The entire process is getting delayed on account of lock-down in various areas due to COVID-19. The same is expected to be completed by December 2020.

Further, the auditors have not reported any fraud u/s 143(12) of the Act.

Internal Auditors and Internal Assurance Partners

The Company has in place a robust Internal Assurance Group (IAG) which is headed by the Chief Internal Auditor and ably supported by reputed independent firms i.e. Ernst & Young LLP, Chartered Accountants, Gurugram and ANB & Co., Chartered Accountants, Mumbai as the internal assurance partners. The audit conducted by the Chief Internal Auditor and Internal Assurance Partners is based on an internal audit plan, which is reviewed each year in consultation with the IAG and the Audit Committee. 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 during the year for corrective action.

The Board, on the recommendation of the Audit Committee, has re-appointed Ernst & Young LLP, Chartered Accountants, Gurugram and ANB & Co. Chartered Accountants, Mumbai as the internal assurance partners for the FY 2020-21.

Report of the Internal Auditors and Internal Assurance Partners for the FY 2019-20 does not contain any qualification, reservation, disclaimer or adverse remark.

Cost Auditors

The Board, on the recommendation of the Audit Committee has approved the appointment of Sanjay Gupta & Associates, Cost Accountants, as Cost Auditors, for the financial year ending March 31, 2020. The Cost Auditors will submit their report for FY 2019-20 on or before the due date.

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration payable to the Cost Auditors is required to be ratified by the shareholders, the Board recommends the same for approval by shareholders at the ensuing AGM.

Cost Audit report for the FY 2018-19 does not contain any qualification, reservation, disclaimer or adverse remark.

Cost records

Maintenance of cost records has been specified by the Central Government under section 148(1) of the Companies Act, 2013 and the prescribed cost records have been made and maintained by the Company.

Secretarial Auditors

The Company had appointed Chandrasekaran Associates, Company Secretaries, to conduct its Secretarial Audit for the financial year ended March 31, 2020. The Secretarial Auditors have submitted their report, confirming compliance by the Company of all the provisions of applicable corporate laws. The Report does not contain any qualification, reservation, disclaimer or adverse remark.

The Secretarial Audit Report is annexed as Annexure C to this report.

The Board has re-appointed Chandrasekaran Associates, Company Secretaries, New Delhi, as Secretarial Auditors of the Company for FY 2020-21.

Sustainability Journey

We, at Bharti Airtel, strongly believe that the Information and Communications Technology (ICT) is playing a pivotal role in shaping the future, by helping to advance towards a low carbon economy, sustainable growth and community development. As one of the leading global telecommunication services company, our services leverage the power of ICT to help elevate the quality of lives for people, by providing them with the connectivity they need to function in a dynamically advancing world. Our business model is evolving to consistently innovate and thereby, contribute in creating an inclusive and empowered society. To continue progressing towards this objective, we are striving to adopt best practices, in order to better integrate sustainability in our strategies and operations.

Our Vision defines what we aim to do, whereas our Core Values - Alive, Inclusive and Respectful - expound how we aim to embrace these responsible business practices. We owe our sustained business growth to our stakeholders and hence, continue to improve and strengthen our sustainability approach through systematic engagement with our stakeholders worldwide. We relentlessly strive to provide long-term sustainable value to all our stakeholders including investors, customers, employees, business partners and suppliers, government and regulators and communities. This is ensured through ongoing engagement with our stakeholders through multiple channels to gauge their expectations, understand their concerns and, apprise them of our sustainability priorities, practices and performance, all the while seeking to collaborate with them for creating sustainable and shared value. Our sustainability initiatives towards topics that are material to our stakeholders and to the company, have been reported in our Integrated Report, as well as on our website http://www.airtel.in/sustainability.

Corporate Social Responsibility (‘CSR')

Since the Company did not have profits (average net profits for the last three financial years), it was not obligated to contribute towards CSR activities during FY 2019-20. However, the Company is committed to build its CSR capabilities on a sustainable basis and undertake CSR activities as and when the opportunity arises.

Accordingly, despite the unprecedented challenges and pressure on the telecom industry, the Company has made voluntary CSR contribution of H 316.19 Mn. during the financial year 2019-20. Additionally, the Company has also contributed H 2.35 Mn. towards various other charitable causes which are not covered within the ambit of the provisions of Section 135 of the Companies Act, 2013. The aggregate CSR spending of the Company for FY 2019-20 (including other contributions) is H 318.54 Mn.

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

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

Integrated Reporting

The Securities and Exchange Board of India (‘SEBI') vide circular no: SEBI/HO/CFD/CMD/CIR/P/2017/10 dated February 06, 2017 had recommended voluntary adoption of ‘Integrated Reporting' (IR) from 2017 - 2018 by the top 500 listed companies in India. We continue with our integrated reporting journey in the current fiscal aligning with our philosophy of being a highly transparent and responsible company. This is our third Integrated Report wherein we are guided by the principles of International Integrated Reporting Framework developed by the International Integrated Reporting Council (‘IIRC'). The Board acknowledges its responsibility for the integrity of report and information contained therein.

Business Responsibility Report

As stipulated under the Listing Regulations, the Business Responsibility Report, describing the initiatives taken by the Company from environmental, social and governance perspective forms a part of the Annual Report.

Management Discussion and Analysis Report

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

Corporate Governance

A detailed report on Corporate Governance, pursuant to the requirements of Regulation 34 of the Listing Regulations, forms part of the Annual Report.

A certificate from Deloitte Haskins & Sells LLP, Chartered Accountants, the Statutory Auditors of the Company, confirming compliance of conditions of Corporate Governance, as stipulated under the Listing Regulations is annexed as Annexure H to this report.

Statement containing additional information as required under Schedule V of the Companies Act, 2013

A statement containing additional information as required under Clause IV of Section II of Part II of Schedule V of the Companies Act, 2013 is provided in the Report on Corporate Governance, which forms part of this Annual Report.

Risk Management

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

To have more robust process, the Company had constituted a separate Risk Management Committee to focus on the risk management including determination of company's risk appetite, risk tolerance and regular risk assessments (risk identification, risk quantification and risk evaluation) etc.

Risk management framework is reviewed periodically by the Board and Risk Management Committee, which includes discussing the management submissions on risks, prioritising key risks and approving action plans to mitigate such risks.

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

The Internal Audit function is responsible to assist the Audit Committee (erstwhile Audit & Risk Management Committee) / Risk Management Committee on an independent basis with a complete review of the risk assessments and associated management action plans.

Operationally, risk is being managed at the top level by Management Boards in India and South Asia and in Africa (AMB and Africa Exco) and at operating level by Executive Committees of circles in India and operating companies in the international operations.

Detailed discussion on risk management forms part of Management Discussion & Analysis under the section ‘Risks and Concerns', which forms part of this 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 Control and their adequacy

The Company has established a robust framework for internal financial controls. The Company has in place adequate

controls, procedures and policies, ensuring orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. During the year, such controls were assessed and no reportable material weaknesses in the design or operation were observed. Accordingly, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2019-20.

Other Statutory Disclosures

Vigil Mechanism

The Code of Conduct and vigil mechanism applicable to Directors and Senior Management of the Company is available on the Company's website at https://s3-ap-southeast-1. amazonaws.com/bsy/iportal/images/Code-of-Conduct- applicable-to-Directors-and-Senior-Management-of-the-com_ B30F70736F8A8DEE6203908A7988580D.pdf.

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

Extract of Annual Return

In terms of provisions of Section 92, 134(3)(a) ofthe Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the extract of Annual Return of the Company in form MGT-9 is annexed herewith as Annexure E to this report.

The extract of Annual Return is available on the Company's website at https://www.airtel.in/about-bharti/equity/results.

Prevention of Sexual Harassment of Women at Workplace

The Company has an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at work place. Details of the same including the details of the complaints received and disposed off are provided in the Report on Corporate Governance, which forms part of this Integrated Report.

Significant and material orders

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future other than the orders passed by tribunal w.r.t. various scheme of merger/ arrangements mentioned earlier in this report and the judgement of Honorable Supreme Court of India dt. October 24, 2019 in relation to a long outstanding industry wide case upholding the view of the Department of Telecommunications, Union of India, in respect of the definition of Adjusted Gross Revenue (‘AGR').

Particulars of loans, guarantees and investments

Particulars of loans, guarantees and investments form part of Note no. 7, 9 and 22 respectively to the financial statements provided in the full version of the Annual Report.

Disclosure under Section 197(14) of the Companies Act, 2013

The Chairman or the Managing Director & CEO (India and South Asia) does not receive any such remuneration or commission from the Company or its holding company or subsidiary company which requires disclosure under Section 197(14) of the Companies Act, 2013.

Related Party Transactions

A detailed note on the procedure adopted by the Company in dealing with contracts and arrangements with related parties is provided in the Report on Corporate Governance, which forms part of this Annual Report.

All arrangements / transactions entered into by the Company with its related parties during the year were in the ordinary course of business and on an arm's length basis. During the year, the Company has not entered into any arrangement / transaction with related parties which could be considered material in accordance with the Company's Policy on Related Party Transactions read with the Listing Regulations and accordingly, the disclosure of related party transactions in Form AOC - 2 is not applicable. However, names of related parties and details of transactions with them have been included in Note no. 33 to the financial statements provided in the Annual Report under Indian Accounting Standards 24.

The Policy on the related party transactions is available on the Company's website at https://s3-ap-southeast-1. amazonaws.com/bsy/iportal/images/Policy-on-Related- Party-Transactions_2E9BFE0648B2C56BAC33CAF5676D6 BC1_1566305301148.pdf.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The details of energy conservation, technology absorption and foreign exchange earnings and outgo as required under Section 134(3) of the Companies Act, 2013, read with the Rule 8 of Companies (Accounts of Companies) Rules, 2014 is annexed as Annexure F to this report.

Particulars of Employees

Disclosures relating to remuneration of Directors u/s 197(12) of the Companies Act, 2013 (‘the Act') read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure G to this report.

Particulars of employee remuneration as required under Section 197(12) of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 forms part of this report. In terms of the provisions of the first proviso to Section 136(1) of the Act, the Annual Report is being sent to the shareholders excluding the aforementioned information. The information will be available on the Company's website at https://www. airtel.in/about-bharti/equity/results and will also be available for inspection at the registered office of the Company on all working days (Monday to Friday) between 11.00 a.m. and 1.00 p.m. upto the date of AGM and a copy of the same will also be available electronically for inspection by the members during the AGM. Any member interested in obtaining such information may write to the Company Secretary at the Registered Office of the Company.

Directors' Responsibility Statement

Pursuant to Section 134 of the Companies Act, 2013, the Directors, to the best of their knowledge and belief, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed, along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Acknowledgements

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

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

For and on behalf of the Board
Sunil Bharti Mittal
Date: May 18, 2020 Chairman
Place: New Delhi DIN: 00042491

   

Bharti Airtel Ltd Company Background

Sunil B MittalGopal Vittal
Incorporation Year1995
Registered OfficeBharti Airtel Limited,1 Nelson Mandela Road Phase II
New Delhi,New Delhi-110070
Telephone91-11-46666100,Managing Director
Fax91-11-46666137
Company SecretaryPankaj Tewari
AuditorDeloitte Haskins & Sells LLP/ANB & Co
Face Value5
Market Lot1
ListingBSE,MSEI ,NSE,
RegistrarKFin Techologies Pvt Ltd
Karvy Selenium Tow-B,31&32 Financial Dist,Nanakramguda ,Hyderabad-500032

Bharti Airtel Ltd Company Management

Director NameDirector DesignationYear
Sunil B MittalChairman2018
Chua Sock KoongDirector2018
Craig Edward EhrlichIndependent Director2018
Tan Yong ChooDirector2018
Manish KejriwalIndependent Director2018
Gopal VittalManaging Director & CEO2018
Ben VerwaayenIndependent Director2018
V K ViswanathanIndependent Director2018
Dinesh Kumar MittalIndependent Director2018
Shishir PriyadarshiIndependent Director2018
Rakesh Bharti MittalDirector2018
Pankaj TewariCompany Secretary2018
Tao Yih Arthur LangAlternate Director2018
Kimsuka NarasimhanAddtnl Independent Director2018

Bharti Airtel Ltd Listing Information

Listing Information
BSE_SENSEX
NIFTY
BSE_500
BSE_100
BSE_200
BSEDOLLEX
BSE_TECK
CNX500
CNX100
CNXINFRAST
CNXSERVICE
CNXCONSUMP
CNX200
BSEGREENEX
NFTALPHA50
BSECARBONE
NFT100LQ15
NFT100EQWT
BSEALLCAP
BSELARGECA
BSETELECOM
SENSEX50
ESG100
LMI250
BSEMOI
NFT50EQWT

Bharti Airtel Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
Mobile Services NA 00042184.4
Airtel Business NA 0009950.9
Home Services NA 0002181.8
Service Revenue NA 0000
Broadband Interac.Terminal No 0000
Sale of Products NA 0000
Rebates & Discounts NA 0000
Adjustment NA 0000
Handset No 0000
Assembly Sets No 0000
Modems No 0000
Sim Cards-Traded No 0000

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