Dear Members,
Your Board of Directors is pleased to present the 30th
Report on the business and operations of Bharti Airtel Limited (Bharti Airtel'
or Airtel' or Company') along with audited financial statements for
the financial year ended March 31, 2025.
Company Overview
Bharti Airtel is a global communication solutions provider, serving
over 590 million customers in 15 countries across
India and Africa. The Company also has its presence in Bangladesh and
Sri Lanka through its associate entities. The Company ranks amongst the top three mobile
operators globally and its networks cover over two billion people. Bharti Airtel is
India's largest telecom solutions provider and the second largest mobile operator in
Africa.
Bharti Airtel's retail portfolio includes high speed 4G/5G mobile
broadband, Airtel Xstream Fiber promises speeds up to 1 Gbps, seamlessly converging linear
and on-demand entertainment, streaming services spanning music and video, digital payments
and Airtel Finance. For enterprise customers, Airtel offers a gamut of solutions that
includes secure connectivity, Cloud, Data Centres, Cyber Security,
IoT, and Cloud based communication. Within the diversified portfolio,
the Company offers passive infrastructure services through its subsidiary, Indus Towers
Limited.
To read more about Company's business segments, please refer to
Airtel at a Glance' section on page 07 of this Integrated Annual Report.
Financial Highlights
In terms of the provisions of the Companies Act, 2013
(Act'), and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (SEBI Listing Regulations'), the Company has prepared its
standalone and consolidated financial statements as per Indian Accounting Standards and
other applicable laws for FY 2024-25. Key highlights of the financial statements for FY
2024-25, are as follows:
|
|
|
Standalone |
|
|
Consolidated |
|
Particulars |
|
FY 2024-25 |
|
FY 2023-24 |
FY 2024-25 |
|
FY 2023-24 |
|
|
E Mn |
USD Mn |
E Mn |
USD Mn |
E Mn |
USD Mn |
E Mn |
USD Mn |
Gross revenue |
|
1,089,439 |
12,899 |
941,198 |
11,375 |
1,729,852 |
20,482 |
1,499,824 |
18,127 |
EBITDA before |
exceptional |
615,267 |
7,285 |
510,867 |
6,174 |
942,489 |
11,159 |
790,458 |
9,553 |
items |
|
|
|
|
|
|
|
|
|
Cashprofit |
|
472,479 |
5,594 |
378,029 |
4,569 |
736,703 |
8,723 |
607,739 |
7,345 |
Profit/ (Loss) before tax |
178,644 |
2,115 |
71,161 |
860 |
383,985 |
4,546 |
126,790 |
1,532 |
Net income/ (Loss) |
|
235,018 |
2,783 |
49,882 |
603 |
335,561 |
3,973 |
74,670 |
902 |
* 1 USD = C 84.46 exchange rate as on March 31, 2025. ** 1 USD = C
82.74 exchange rate as on March 31, 2024.
The financial results and the results of operations, including major
developments, have been further discussed in detail in the Management Discussion and
Analysis Report'.
Reserves
During the year, the Company has not transferred any amount to General
Reserve. As on March 31, 2025, the Reserves and
Surplus comprising General Reserve, Retained Earnings and Securities
Premium Account stood at C1,084,632 million.
Share Capital
The authorised share capital of the Company as on
March 31, 2025 stood at C148,730,500,000 divided into 29,746,080,000
equity shares of face value of C5 each and 1,000 preference shares of face value of C100
each. During the FY 2024-25, the Company has allotted 47,018,242 fully paid-up equity
shares of face value of C5 each at the applicable conversion price pursuant to conversion
of
Foreign Currency Convertible Bonds (FCCBs') of principal
value of USD 337.77 million in multiple tranches. Consequent to the aforesaid allotment,
the paid-up share capital of the
Company has increased to C29,000,886,172.50 divided into 5,702,105,319
equity shares of face value of C5 each fully paid-up and 392,287,662 partly paid-up equity
shares of face value of C 5 each (C1.25 per share paid-up) as on
March 31, 2025.
During the year, the Company has also redeemed the remaining FCCBs of
principal value of USD 0.20 million at a premium of 2.66% on February 17, 2025 as per the
terms and conditions of issuance of FCCBs.
Dividend
In terms of Regulation 43A of the SEBI Listing Regulations, the Company
has in place the Dividend Distribution Policy, which sets out the parameters and
circumstances to be considered by the Board of Directors (Board') in
determining the distribution of dividend to its shareholders and/ or the utilisation of
the retained profits of the Company. As per policy, the Company aims to distribute to its
shareholders,
100% dividend income (net of taxes) received from its subsidiary and
associate companies. The Dividend Distribution Policy is available on the Company's
website which can be accessed by clicking here.
The Board has recommended a final dividend of C16 (i.e. 320%) per fully
paid-up equity share of face value of C 5/- each and a pro-rata final dividend ofC4/- per
partly paid-up equity share of face value of C5/- each (paid-up value of C1.25/- each) for
FY 2024-25, subject to approval of members at the ensuing Annual General Meeting. The
proposed dividend payout based on the outstanding number of shares as on the date of this
report, will amount to approx. C92,802.84 million. The record date for the purpose of
payment of final dividend for the FY 2024-25, will be Friday, July 18, 2025.
In view of the applicable provisions of Income Tax Act,
1961, dividend paid or distributed by the Company shall be taxable in
the hands of the shareholders. Your Company shall, accordingly make the payment of the
final dividend after deduction of tax at source.
Subsidiary, Associate and Joint Venture Companies
As on March 31, 2025, your Company has 138 subsidiaries and 17
associate and joint venture entities.
The following key developments took place with regard to subsidiaries,
associates and joint venture companies during the year:
(a) With effect from November 19, 2024, Indus Towers Limited (earlier a
Joint Venture of the Company) became a subsidiary company under applicable Indian
Accounting Standards consequent to change in composition of the Board of Directors of
Indus
Towers Limited. As on March 31, 2025, Company holds 50.005% stake in
Indus Towers Limited.
(b) In terms of an arrangement between the Company, Dialog Axiata PLC
(Dialog') and Axiata Group Berhad to combine their operations in Sri Lanka, the
Company transferred its 100% stake of Bharti Airtel Lanka (Private) Limited in
consideration of which the Company acquired 10.355% stake in Dialog by way of a share
swap. Consequent to the above arrangement, Bharti
Airtel Lanka (Private) Limited ceased to be a subsidiary of the
Company.
(c) Consequent to 74% investment in the equity share capital of OneWeb
India Communications Private Limited (earlier, wholly owned subsidiary of the Company) by
OneWeb Holdings Limited, OneWeb India
Communications Private Limited became an associate company in which
Company holds 26% equity shares as on March 31, 2025.
(d) Nxtra Africa Data (Kenya) SEZ Limited, Nxtra Africa Data RDC S.A.
and Airtel Mobile Management Services FZ-
LLC became subsidiaries, and Rventures plc, AxEnTec plc and SmartPay
Limited became associate companies.
(e) Bharti Airtel International (Mauritius) Limited and Bharti Airtel
International (Mauritius) Investments Limited got amalgamated with Network i2i Limited,
subsidiary company, and hence, ceased to be the subsidiaries of the Company.
(f) Upon liquidation, Bharti Airtel (Japan) Private Limited ceased to
be a subsidiary of the Company.
(g) Consequent to sale of entire stake (50%) by the Company, FireFly
Networks Limited ceased to be an associate of the Company.
In addition to the above developments, Bharti Hexacom Limited, a
subsidiary company successfully achieved the milestone of listing and trading of its
equity shares on
National Stock Exchange of India Limited and BSE Limited effective from
April 12, 2024.
Pursuant to Section 129(3) of the Act, read with Rule 5 of Companies
(Accounts) Rules, 2014, a statement containing salient features of financial statements of
subsidiaries, associates and joint ventures as per applicable accounting standards in the
prescribed Form AOC-1, is annexed to the consolidated financial statements of the Company
which forms part of this Integrated Annual Report. The said statement also provides the
details of performance and financial position of each subsidiary, associate and joint
venture and their contribution to the overall performance of the Company.
In terms of the requirement of Section 136 of the Act, the financial
statements of each of the subsidiary companies are available on the Company's website
at https://www.airtel.in/ about-bharti/equity/results/annual-results.
The audited financial statements of each subsidiary, associate and
joint venture companies are available for inspection at the Company's registered
office. The physical copies of annual financial statements of the subsidiary, associate
and joint venture companies will also be made available to the members of the Company upon
request.
The Policy for determining material subsidiaries of the Company can be
accessed on the Company's website by clicking here. Details of material subsidiaries
of the Company as per Regulation 16(1)(c) of SEBI Listing Regulations are disclosed in the
Report of Corporate Governance' forming part of this Integrated Annual Report.
Board of Directors and Key Managerial Personnel
The Company's Board of Directors is an optimum mix of Executive,
Non-Executive, Independent and Woman
Directors and conforms to the provisions of the Act, SEBI
Listing Regulations, FDI guidelines, terms of shareholders'
agreement and other applicable statutory provisions.
As on March 31, 2025, the Board comprised ten (10) directors, including
a Chairman, a Vice Chairman & Managing Director, three (3) Non-Executive
Non-Independent Directors and five (5) Independent Directors including two (2) Women
Independent Directors. The appointment/ re-appointment of all the
directors of the Company is subject to periodic approval of the shareholders. The Company
does not have any permanent Board seat.
Details of change in the Board of Directors during
FY 2024-25 and till the date of this report, are as under:
i. Board appointment, resignations etc.
During the FY 2024-25, following appointments/ reappointments were made
by the Board of Directors on the recommendations of HR & Nomination Committee: a)
Appointment of Justice (Retd.) Arjan Kumar Sikri (DIN: 08624055) as an Independent
Director for a term of five consecutive years effective from June 01, 2024 upto May 31,
2029, upon approval of the members in the 29th Annual General Meeting held on
August 20, 2024. b) Appointment of Mr. Rajan Bharti Mittal (DIN: 00028016) as
Non-executive Director (liable to retire by rotation) w.e.f. October 28, 2024 in place of
Mr. Rakesh Bharti Mittal (DIN: 00042494), Non-executive Director pursuant to the change in
nomination by Bharti Telecom Limited. The appointment of Mr. Rajan Bharti Mittal was
approved by the members by way of Postal Ballot on January 26, 2025.
In addition to the above changes, Mr. Pradeep Kumar Sinha (DIN:
00145126) tendered his resignation as an Independent Director w.e.f. May 14, 2024 (close
of business hours), expressing his intention to devote time towards his new professional
responsibilities and confirming that there was no other material reason for his
resignation.
The Board placed on record its sincere appreciation for the valuable
contribution of Mr. Pradeep Kumar Sinha and Mr. Rakesh Bharti Mittal as directors of the
Company. In the opinion of the Board, all the board members of the Company possess the
requisite qualifications, experience, expertise, proficiency and hold high standards of
integrity.
ii. Leadership succession
Airtel has always upheld the highest standards of corporate governance,
with a strong emphasis on succession planning to ensure business continuity and long-term
value creation. In line with this objective, the
Board on the recommendations of HR & Nomination
Committee approved a well-structured succession and transition plan
during the FY 2024-25 under which
Mr. Gopal Vittal was appointed as Vice Chairman in addition to being
the Managing Director of the
Company with effect from October 28, 2024. To ensure a seamless
leadership transition, Mr. Shashwat Sharma
(formerly, Chief Operating Officer), was named as CEO
Designate and will assume the role of Managing Director
& CEO effective January 01, 2026 upon requisite corporate
approvals.
This well-planned transition reflects a balance of continuity and
change, underscoring Airtel's long-term strategic vision and leadership depth.
Further details on the Company's succession planning framework are provided in the
Report on Corporate Governance', which forms part of this Integrated Annual
Report.
iii. Retirement by rotation and subsequent re-appointment on the Board
Pursuant to the applicable provisions of the Act,
Ms. Chua Sock Koong (DIN: 00047851), Non-executive
Director of the Company, will retire by rotation at the ensuing AGM and
being eligible, has offered herself for re-appointment. The Board, on the recommendation
of the HR & Nomination Committee, recommended her re-appointment at the ensuing AGM.
Relevant details with respect to her experience, attributes, skills,
directorships held in other companies and committee memberships, etc., as stipulated under
Regulation 36 of the SEBI Listing Regulations and
Secretarial Standard on General Meetings issued by the Institute of
Company Secretaries of India, form part of the Notice of ensuing AGM.
A detailed disclosure on other directorships, committee memberships,
age, tenure on the Board, shareholding, area of expertise/ skills etc. of Board members,
forms part of the Board of Directors' section of this Integrated Annual Report.
iv. Key Managerial Personnel (KMP') under Section 203 of the
Act
During the year, the Board of Directors, on the recommendations of the
HR & Nomination Committee, approved the appointment of Mr. Rohit Krishan Puri as Joint
Company Secretary & Compliance Officer (KMP under section 203 of the Act) w.e.f.
August 06, 2024.
As on the date of this report, Mr. Gopal Vittal, Vice
Chairman & Managing Director, Mr. Soumen Ray, Chief Financial
Officer (India & South Asia), Mr. Pankaj Tewari, Group Company Secretary and Mr. Rohit
Krishan Puri, Joint Company Secretary & Compliance Officer, are KMPs of the Company.
Declaration by Independent Directors
Pursuant to Section 149(7) of the Act, the Company has received
declarations from all Independent Directors confirming that they meet the criteria of
independence as specified in Regulation 16(1)(b) of the SEBI Listing Regulations and
Section 149(6) of the Act, as amended, read with rules framed thereunder. In terms of
Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed
that they are not aware of any circumstance or situation which exists or may be reasonably
anticipated that could impair or impact their ability to discharge their duties with an
objective independent judgement and without any external influence and that they are
independent of the management.
The Independent Directors have also confirmed that they have complied
with the Company's Code of Conduct and that they are registered on the databank of
Independent Directors maintained by the Indian Institute of Corporate Affairs. The
directors have further confirmed that they are not debarred from holding the office of
director under any SEBI order or any other such authority.
The Board of Directors of the Company have taken on record the
aforesaid declaration and confirmation submitted by the
Independent Directors.
Board Diversity and Policy on Director's appointment and
remuneration
At Airtel, diversity and inclusion are recognised as key drivers of
good governance and sustainable value creation. The Board firmly believes that diversity
of background, gender, age, ethnicity, geography, expertise, knowledge, and perspectives
etc., not only sharpens decision making but also fosters more resilient and forward
looking governance. There is strong empirical data to suggest that there is a positive
co-relation between diversity and company performance, further validating our commitment
to inclusive leadership.
Reflecting this philosophy, Airtel continues to champion diversity and
inclusion at the highest levels. Our Board comprises eminent, high-performing and diverse
individuals with 30% Woman Directors and a broad mix of global and industry
experiences.
In terms of the requirement of Section 178 of the Act and
SEBI Listing Regulations, the Company has in place a Board approved
Policy on Nomination, Remuneration and Board Diversity' (Policy') on
appointment and remuneration of directors, KMPs & Senior Management. The Policy
includes, inter-alia, criteria for appointment of directors, KMPs, Senior
Management Personnel and other covered employees, their remuneration
structure and disclosures in relation thereto. In terms of the Policy, the total rewards
package for Vice
Chairman & Managing Director and relevant members of
Senior Management is linked to sustainability targets and long term
performance of the Company. The deferred/ variable remuneration (including Long Term
incentive) of KMPs and members of Senior Management including the Vice Chairman &
Managing Director, is subject to malus/ clawback arrangements.
During the year under review, the Company conducted a comprehensive
review of the Policy and, inter-alia, aligned the same with the recent amendments
in SEBI Listing Regulations. The latest version of the Policy can be accessed on the
Company's website by clicking here.
Board Evaluation
The Board, in consultation with HR & Nomination Committee, lays
down a structured and robust framework - process, format, attributes, criteria and
questionnaires for the performance evaluation of the Board, its Committees and individual
directors including the Chairman and Managing Director, keeping in view the Board
priorities and global best practices. To ensure integrity and objectivity, Bharti Airtel
leverages the expertise of a leading independent consulting firm, which facilitates the
online evaluation process. This approach not only brings external insights but also
reinforces Airtel's commitment to ensure continuous improvement in board processes
and performance.
A detailed disclosure on the framework of Board Evaluation covering
evaluation approach, overview of evaluation process, evaluation criteria, outcome of the
evaluation process and actions taken on outcome of last year's evaluation process has
been provided in the Report on Corporate Governance, which forms part of this Integrated
Annual Report.
Familiarisation Programme for Board members
The Company has adopted a well-structured induction programme for
orientation and training of Board members at the time of their joining to provide them
with an opportunity to acclimatise themselves with the Company, the Board, its management,
its operations including its products, culture, operating framework and the industry in
which the Company operates.
Apart from the induction programme, the Company periodically presents
updates at the Board/ Committee meetings to apprise the directors with the Company's
strategy, business performance including Company's digital ecosystem, product
offerings, finance, risk management framework, human resources and other related matters.
The Board members also visit Airtel outlets and meet customers and other stakeholders for
gaining first-hand experience about the products and services of the Company.
A detailed note on the familiarisation programme adopted by the Company
for orientation and training of the directors, is provided in the Report on Corporate
Governance which forms part of this Integrated Annual Report.
Board Committees and Meetings of the Board and Board Committees
In compliance with the statutory requirements and best practices, the
Company has constituted various committees viz. Audit Committee, HR & Nomination
Committee, Risk
Management Committee, Stakeholders' Relationship Committee,
Corporate Social Responsibility Committee and
Environmental, Social and Governance (ESG) Committee.
Apart from the above Committees, the Company has also formulated
operating committees viz. Committee of Directors and Airtel Corporate Council.
Additionally, other special committees have also been constituted for special purposes/
transactions.
During the year under review, all the recommendations of the Board
Committees, including the Audit Committee, were accepted by the Board.
The Board of Directors met five times during the year. A detailed
update on the Board and its composition, governance of various Board Committees including
their detailed charters and terms of reference, number of Board and Committee meetings
held during FY 2024-25 and attendance of the directors thereat etc., is provided in the
Report on Corporate Governance which forms part of this Integrated Annual Report.
Auditors and Auditors' Report
The Company maintains robust policies and governance practices to
ensure the highest standards of audit independence, integrity, and accountability. At the
time of appointment or re-appointment of audit firms, the Audit Committee and Board of
Directors undertake a comprehensive evaluation process to assess independence, potential
conflicts of interest, past performance, governance track record and alignment with
regulatory standards. The evaluation also considers the firm's experience, industry
knowledge, global capabilities, and technical competence, overall audit approach, sector
expertise and understanding of Company's business etc.
In addition to this, the Audit Committee regularly exercises strong
oversight with well-defined checks and balances to review auditors' independence,
safeguard auditor objectivity and uphold stakeholder trust. This disciplined approach
anddefined processes, and a rigorous compliance practices at Airtel reflect its unwavering
commitment to sound financial reporting and governance excellence.
The profiles of Company's Auditors are available on its website
and can be accessed by clicking here.
Statutory Auditors
Deloitte Haskins & Sells LLP, Chartered Accountants
(Deloitte') were re-appointed as the Statutory Auditors of the Company at the
27th AGM held on August 12, 2022, for a period of five years i.e. till the conclusion of
32nd AGM. Deloitte have confirmed that they are not disqualified from
continuing as Statutory Auditors of the Company and satisfy the independence criteria in
terms of the applicable provisions of the Act and Code of Ethics issued by the Institute
of Chartered Accountants of India.
The Board has duly examined the Statutory Auditors' Reports to the
financial statements, which are self-explanatory. The clarifications, wherever necessary,
have been included in the notes to financial statements section of this Integrated
Annual Report.
As regards the comments under para i(a) of the Annexure
B to the Independent Auditor's Report regarding updation of
quantitative and situation details relating to certain
verification of fixed assets to cover all the items over a period of
three years, conducted physical verification of fixed assets during the quarter ended
March 31, 2025. The Company, in order to keep the network up and running, moves network
equipments from one site location to another on urgent basis to ensure that its network is
running seamlessly, for each movement situation is later updated in Fixed Assets Register.
As regards the comments under para i(b) of the Annexure B to the Independent
Auditors' Report regarding no physical verification of customer premises equipment,
bandwidth and optic fiber cable due to their nature or location; the customer premises
equipment are located at subscriber's premises and physical check of the equipment is
generally not possible. Additionally, bandwidth and optic due to their nature and location
is not practically feasible to physically verify.
As regards the comments under para i(c) of the Annexure B to the
Independent Auditors' Report regarding transfer of title deed in the name of the
Company, the ownership and physical possession of these properties are lying with the
Company. The mutation of title deeds or transfer of conveyance deed are pending in the
name of the Company.
As regards to the comments under para ix(d) of the Annexure
B to the Independent Auditors' Report regarding fund raised on
short term basis used for long term purpose, the Company has used such funds as bridge
financing and is able to generate sufficient funds from long term sources to meet the
working capital requirement.
Internal Auditors and Internal Assurance Partners
Airtel operates within a strong and mature control environment,
underpinned by comprehensive corporate policies,well-framework which ensure ethical,
efficient, and transparent conduct of business. This robust framework safeguards the
Company's assets, ensures optimal utilisation of resources, and supports the timely,
accurate recording of financial and operational transactions.
These elements of the control environment are periodically tested and
reviewed by Company's Internal Assurance
Group (IAG') which is led by the Chief Internal Auditor and
ably supported by reputed independent professional firms i.e. Ernst & Young LLP,
Chartered Accountants and ANB & Co., Chartered Accountants as the Internal Assurance
Partners. The combination of in-house team and independent external
experts ensures objectivity of audit process as well as effective value addition and
protection.
IAG provides assurance regarding the adequacy and operation of internal
controls and processes vide well established internal audit framework. The audits are
based on an internal audit plan, which is derived from a bottoms-up risk assessment and
directional inputs from the Audit Committee in consultation with the IAG. The Audit
Committee oversees the scope and coverage of the audit plan and evaluates the overall
results of these audits during the quarterly Audit Committee meetings. These audits are
based on risk based methodology and, inter-alia, involve the review of internal
controls and governance processes, adherence to management policies and review of
statutory compliances.
The Internal Assurance Partners share their findings on an ongoing
basis for corrective action.
The Board, on the recommendation of the Audit Committee, had
re-appointed Ernst & Young LLP, Chartered Accountants and ANB & Co. Chartered
Accountants as the Internal Assurance Partners for FY 2025-26.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and rules made
thereunder, the Board of Directors had appointed Chandrasekaran Associates, Company
Secretaries, as Secretarial Auditors for the financial year ended March fiber cable 31,
2025. Chandrasekaran Associates have submitted the Secretarial Audit Report for FY
2024-25, confirming, inter-alia, compliance of all the provisions of applicable
corporate laws by the Company and the report does not contain any qualification,
reservation, disclaimer or adverse remark. The Secretarial Audit Report is annexed as Annexure
A of this Report.
Further, in term of Regulation 24A of SEBI Listing Regulations as
amended, every listed company has been mandated to appoint Secretarial Auditor for a fixed
term of five years (extendable to another term of five years), with the approval of
members in the Annual General Meeting. While Regulation
24A allows the existing Secretarial Auditor to continue for two term of
five years each, notwithstanding its association with the Company prior to April 01, 2025,
the Company, in line with its commitment to follow best corporate governance practice and
ensuring auditors independence and objectivity, decided for a voluntarily rotation of its
existing Secretarial Auditors. Accordingly, the Audit Committee and the Board have
recommended the appointment of Makarand M. Joshi & Co, Company Secretaries
(MMJC') as Secretarial Auditors of the Company for a term of five consecutive
year i.e. from FY 2025-26 to FY 2029-30, subject to approval of the members in the ensuing
Annual General Meeting in compliance of Regulation 24A of SEBI Listing Regulations.
MMJC have confirmed their eligibility, independence and willingness for
appointment as Secretarial Auditors of the Company and have also confirmed that they are
not disqualified for such appointment under applicable laws and Auditing Standards issued
by the Institute of Company Secretaries of India.
Cost Auditors and Cost Records
The Board, on the recommendation of the Audit Committee, had appointed
Sanjay Gupta & Associates, Cost Accountants (SGA'), as Cost Auditors, for
the financial year ending March 31, 2025. The Cost Auditors will submit their report for
FY 2024-25 within the timeframe prescribed under the Act. Cost Audit report for the FY
2023-24 did not contain any qualification, reservation, disclaimer or adverse remark.
Further, the Company has duly maintained the cost records as prescribed
by the Central Government under Section
148(1) of the Act.
The Board, on the recommendation of Audit Committee, has re-appointed
SGA, as Cost Auditors of the Company for FY 2025-26 upon confirmation of SGA with respect
to their eligibility, independence, willingness etc. for the said reappointment.
In accordance with the provisions of Section 148 of the
Act read with the Companies (Audit and Auditors) Rules, 2014, the
remuneration payable to the Cost Auditors has to be ratified by the shareholders.
Accordingly, the Board recommends the same for approval by shareholders at the ensuing
AGM.
It may be noted that none of the Auditors of the Company have reported
any fraud under Section 143(12) of the Act, and therefore, no details are required to be
disclosed under
Section 134(3)(ca) of the Act during the year under review.
Capital Market Ratings
During the year ended March 31, 2025, the Company was rated by three
domestic rating agencies namely CRISIL,
CARE, India Ratings & Research Private Limited; and three
international rating agencies namely Fitch Ratings, Moody's and S&P, which are as
under: a) CRISIL revised its outlook on the long-term facilities from Stable'
to Positive' while maintaining the rating at
CRISIL AA+'. Further, the short term rating is maintained at
CRISIL A1+'. b) CARE assigned CARE AAA (Stable)' for long term
facilities and CARE A1+' for short term facilities. c) India Ratings &
Research Private Limited maintained Short-term ratings at IND A1+'. d) Fitch
Ratings maintained the rating at BBB- (Stable)'. e) Moody's revised its
outlook from Stable' to Positive' while maintaining the rating at
Baa3'. f) S&P revised its outlook from Stable' to
Positive' while maintaining the rating at BBB-'.
Transfer of unclaimed dividend and shares to Investor Education and
Protection Fund (IEPF')
In compliance of the applicable provisions of the Act and rules made
thereunder, the Company had transferred the unclaimed dividend of C2.53 Million
(pertaining to FY 2016-17 and 2017-18) and 33,106 fully-paid equity shares to IEPF during
FY 2024-25.
A detailed note covering the status of unclaimed dividend lying with
the Company and process for claiming refund of unclaimed dividend and shares from IEPF,
forms part of the
Report on Corporate Governance.
Employee Stock Option Plans
The Company has instituted a robust and well-governed
Long-Term Incentive (LTI') framework that reinforces a
culture of ownership, enable the Company to retain best-in-class talent in a competitive
environment and aligns employee performance with Airtel's long-term strategic goals
and shareholder interests.
As part of LTI framework, the Company has two Employee
Stock Options (ESOP') schemes in place namely Employee
Stock Option Scheme - 2001' and Employee Stock Option Scheme - 2005'
(collectively referred as Schemes') which are administered and monitored by HR
& Nomination Committee and implemented through Bharti Airtel Employees Welfare
Trust. Based on robust performance management process, the ESOPs to
eligible employees are granted with vesting linked to parameters as decided by HR &
Nomination
Committee from time to time.
In line with its governance standards and commitment to achieve
market-leading practices, the Company partnered with a leading global HR consulting firm
to holistically review and benchmark its ESOP schemes in line with global best practices.
As a result, starting FY 2024-25, vesting of ESOPs to Vice Chairman & Managing
Director and members of the Airtel Management Board has been linked to 100%
performance-based criteria, which primarily include achievement against various
pre-determined performance metrics such as Revenue Market Share Growth',
Earnings before interest and taxes/ Gross Revenue', Operating free cash
flow', Relative Total Shareholder Return against peer group of companies'
etc. or such other parameter as may be decided by the HR & Nomination Committee. Any
exception to the plan on account of specific talent attraction, engagement or retention
shall require prior approval of HR & Nomination Committee.
The Schemes comply with SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 (ESOP
Regulations') and there was no material change in the
Schemes during the year under review. The certificate from
Chandrasekaran Associates, Company Secretaries, certifying that the
Schemes are implemented in accordance with the ESOP Regulations and resolutions passed by
the members from time to time, shall be available for inspection by the members in
electronic mode during the AGM.
Pursuant to the provisions of ESOP Regulations, a disclosure with
respect to Schemes of the Company as on March 31,
2025, is available on the Company's website at https://www.
airtel.in/about-bharti/equity/results. The periodic disclosures made by the Company,
giving details of grant of ESOPs as approved by HR & Nomination Committee along with
vesting schedules and exercise period etc., are also available at
https://www.airtel.in/about-bharti/equity/shares/stock-exchange-submissions.
Sustainability Journey
The Board remains deeply committed to the Environmental,
Social, and Governance (ESG) agenda, striving to embed responsible and
sustainable practices across all aspects of the business for the benefit of all
stakeholders.
The Board ESG Committee holds overall responsibility for implementing
ESG initiatives and ensuring alignment with leading industry standards. The Committee
reviews and approves key ESG risks and opportunities (including climate change risk), sets
ESG targets and monitors the performance and ratings in alignment with our business
strategy.
At Airtel, we are focused on creating meaningful impact by enhancing
connectivity, reducing our carbon footprint while achieving cost efficiencies, and driving
transformative social initiatives to uplift the lives of children and youth through
Bharti Airtel Foundation's proactive implementation and support of
quality education and skill development programs. Bharti Airtel is dedicated to digitally
connecting the entire nation. In line with this commitment, the Company successfully
rolled out 5G across India this year. As of now, our network covers 97% of the population
in 7,918 Census towns as well as 814,066 non-Census towns and villages. Through strategic
network investments, the Company has expanded connectivity to some of India's most
remote regions. As part of the Rural Expansion Programme, we made rapid strides in
expanding high-quality, affordable connectivity to underserved regions through the
deployment of 44,564 sites across 90,995 villages over 3 years. Bharti Airtel remains
dedicated to expanding 4G and 5G connectivity in underserved regions to foster greater
digital inclusion. Bharti Airtel is fully committed to the Paris Accord goal of limiting
global temperature rise to below 1.5?C. To support this, the Company has in place
validated Science Based
Targets to reduce emissions by 50.2% from our operations and 42% across
our value chain by 2031.
This year, the Company remained focused on greening the network and
enhancing climate resilience. The Company has accelerated solar adoption, now powering
30,708 network sites. Additionally, by integrating AI/ML into our network, the Company can
dynamically switch off radio layers based on real-time traffic, cutting emissions and
lowering energy consumption. Nxtra by Airtel joined the RE100 initiative, a flagship
global initiative led by Climate Group in partnership with CDP and is committed to
sourcing 100% renewable electricity to achieve its net-zero goals by 2031. 49% of the
electricity used in our data centers now comes from renewable sources.
Bharti Airtel is ISO 45001 certified, demonstrating our commitment to
employee well-being and safety, as evidenced by the successful completion of surveillance
audits. The diversity and inclusion initiatives led to a growth in the women workforce by
66.67% from FY 2023-24 and the Company has increased average hours of training by 97% and
total training expenditure by 38.5% from FY 2023-24. Bharti
Airtel continues to drive social impact through educational initiatives
under the Bharti Airtel Foundation having reached over 3.2 million children across 36,657
schools. Our work with the Bharti Airtel Foundation to improve rural education in India
was featured in the GSMA's SDG Impact Report.
The Company is part of the World Economic Forum's
Alliance of CEO Climate Leaders of India, which is driving progress in
three key areas: decarbonising materials and supply chains, advancing India's
hydrogen economy, and developing sustainable models to protect old forests and promote
afforestation.
Bharti Airtel is a member of the Joint Alliance for CSR
(JAC) a global initiative led by major telecom operators to advance
sustainability and corporate social responsibility across the ICT supply chain. JAC
promotes standardised CSR audits, transparency, and improvements in human rights,
environmental impact, and ethical sourcing to improve supply chain sustainability. The
Company has initiated the journey towards automation by adopting digital platforms for
prioritised datasets, both internal and for our value chain. As an early adopter of
GSMA's ESG Metrics framework, the Company has been benchmarked against global peers
in a study by GSMA Intelligence, which assesses telecom performance across four key areas:
environment, digital inclusion, digital integrity, and responsible procurement.
Since the framework's launch in 2023, our disclosures have
highlighted our commitment to sustainability leadership.
In parallel, through our continued engagement with the
United Nations Global Compact, our employees participated in the global
UN SDG Innovation Accelerator programme alongside other Indian companies, with 268
companies participating globally. Our innovative projects for driving SDG goals featured
in national and international reports.
Our ESG efforts received recognition from several esteemed platforms
during the year, as detailed in the Awards and Recognitions' section of this
Integrated Annual Report.
Corporate Social Responsibility
At Bharti Airtel, Corporate Social Responsibility is not just a
compliance it is an integral part of our ethos and a cornerstone of our long-term vision
for sustainable and inclusive growth. We are deeply committed to aligning our social
initiatives with our business objectives, recognising that the prosperity and progress of
the communities are fundamental to the success of the Company. Since inception, we have
always embraced the responsibility of giving back to the very society that enables our
growth, integrating ethical practices, inclusivity, and respect for all stakeholders into
the heart of our operations. As a responsible corporate citizen, we actively engage in
wide range of community development and nation building initiatives, working
collaboratively with diverse stakeholders to foster a more equitable and prosperous
society. Our unwavering dedication to pursue wider socio-economic and cultural objectives
ensures that we not only meet but consistently strive to exceed the expectations of the
communities in which we operate, driving positive impact and shared prosperity.
Bharti Airtel has been a pioneer in driving impactful
CSR initiatives. Bharti Airtel Foundation (formerly, Bharti
Foundation), the philanthropic arm of Bharti Enterprises, was established in the year
2000, with the objective of transforming the lives of children and youth to help them
achieve their potential by proactively implementing and supporting programs for quality
education and skill development. As a key partner for undertaking development programs for
Bharti Airtel and its subsidiaries/ joint ventures,
Bharti Airtel Foundation acts as an institutionalised body towards
uplifting communities by supporting holistic education programs, with an enhanced focus on
digital inclusion and fostering community development.
In terms of Section 135 of the Act, the Company made a CSR contribution
of C472.82 million during the FY 2024-25.
Additionally, the Company has also contributed C14 million to various
other charitable institutions.
In addition to the aforesaid voluntary CSR and other charitable
contributions by the Company, Indian subsidiaries of the Company have contributed
C1,905.49 million towards various CSR activities under Section 135 of the Act.
The above CSR contributions reflect Company's unwavering
commitment to pursue socio-economic and cultural objectives for benefit of the society at
large. A detailed update on the CSR initiatives of the Company is provided in the
Corporate Social Responsibility' section of this Integrated Annual Report.
CSR Committee is in place in terms of Section 135 of the Act. The
details of CSR Committee including composition, terms of reference etc. are provided in
the Report on Corporate Governance, which forms part of this Integrated Annual Report. The
CSR Committee has formulated and recommended to the Board, a CSR Policy outlining, inter-alia,
CSR philosophy of the Company. The said policy can be accessed on Company's website
by clicking here.
The Annual Report on Corporate Social Responsibility Activities as per
Section 135 of the Act, is annexed as Annexure B of this Report.
Integrated Reporting
The Company remains steadfast in its Integrated Reporting'
journey in the current fiscal year, reinforcing its commitment to transparency,
accountability, and responsible corporate citizenship. Our 8th Integrated
Annual Report is guided by the principles of International Integrated Reporting Framework
under the aegis of IFRS Foundation, and demonstrate our concerted efforts towards
long-term sustainability and value creation for all stakeholders. The Board reaffirms its
responsibility for ensuring the integrity, accuracy, and comprehensiveness of this report,
which articulates the Company's strategic priorities and the tangible outcomes
achieved through its integrated approach.
Business Responsibility & Sustainability Report
Pursuant to Regulation 34 of the SEBI Listing Regulations, the Business
Responsibility & Sustainability Report (BRSR') on initiatives taken from an
environmental, social and governance perspective in the prescribed format, along with the
assurance statement on BRSR Core issued by an
Independent third party firm namely DNV Business Assurance
India Private Limited, is available as a separate section of this
Integrated Annual Report and on the Company's website viz.
https://www.airtel.in/about-bharti/equity/results/annual-results.
Corporate Governance
Driven by our Corporate Governance Philosophy based on trust,
transparency and integrity; deep & fair relationship with stakeholders and ethical
business practices & standards, we believe that robust governance is the foundation of
sustainable and responsible growth. Accordingly, the Company continues to follow the
highest standards of corporate governance across its business operations and adheres to
globally-recognised and progressive corporate governance practices.
A detailed Report on Corporate Governance covering highlights of such
progressive governance practices, pursuant to the requirements of Regulation 34 of the
SEBI Listing Regulations, forms part of this Integrated Annual Report.
A certificate from Deloitte Haskins & Sells LLP, Chartered
Accountants, the Statutory Auditors of the Company, confirming
compliance of conditions of Corporate
Governance during FY 2024-25, as stipulated under the SEBI
Listing Regulations, is annexed as Annexure C of this Report.
Management Discussion and Analysis Report
Pursuant to Regulation 34 of the SEBI Listing Regulations, the
Management Discussion and Analysis Report for the year under review, is presented as a
separate section of this Integrated Annual Report.
Risk Management
At the heart of our strategy lies a strong commitment to risk
management, deeply woven into our operating framework.
We believe that risk resilience is not just a safeguard but a catalyst
for sustainable growth and business continuity. To that end, we've adopted a
comprehensive, enterprise-wide
Risk Management Framework that provides a structured, proactive
approach to identifying, assessing, mitigating, and monitoring key strategic risks across
the organisation. This includes a spectrum of risks including sectoral risk, privacy &
data security risk, cybersecurity risk, climate change risk etc. The framework emphasises
developing targeted response plans for each critical risk, ensuring that they are
effectively managed through robust action plans. As the business environment continues to
evolve, the Company regularly reviews and refines the adequacy and effectiveness of its
Risk Management Framework to stay ahead of potential challenges and capitalise on new
opportunities.
The Company has in place a separate Risk Management Committee, chaired
by an Independent Director, to, inter-alia, formulate, review and oversee the
implementation of Risk
Management Framework, determination of Company's risk appetite and
regularly monitor the risk assessments and risk mitigation strategies (risk
identification, risk quantification and risk evaluation) etc. The composition, formal
Charter of the Committee and attendance at its meetings held during the year, are provided
in the Report on Corporate Governance.
The Chief Risk Officer is responsible for assisting the Risk
Management Committee on an independent basis with a complete review of
the risk assessments and associated management action plans.
Detailed update on Risk Management Framework (including Risk
Governance; Risk Identification and prioritisation process; key strategic risks and impact
thereof; and mitigation actions etc.) has been given under Risk and mitigation
framework' section of this Integrated Annual Report. At present, in the opinion of
the Board of Directors, there are no risks which may threaten the existence of the
Company.
Internal Financial Controls and their adequacy
The Company has established a robust framework for internal financial
controls. It has put in place adequate systems of internal financial control commensurate
with the size, scale and complexity of its operations. These systems provide a reasonable
assurance in respect of providing financial and operational information, complying with
applicable statutes and policies, safeguarding of Company's assets, prevention and
detection of frauds and errors, accuracy and completeness of accounting records etc.
Your Board periodically reviews the internal policies and processes
including internal financial control systems and accordingly, the Directors'
Responsibility Statement contains a confirmation as regards adequacy of the internal
financial controls. Effectiveness of the internal financial controls is also assessed
through management reviews, self-assessment, continuous monitoring by functional heads as
well as testing of the internal financial control systems during the course of internal
and statutory audits.
In addition to the above, Deloitte Haskins & Sells LLP,
Chartered Accountants, Statutory Auditors, have done an independent
evaluation of Internal Controls over Financial Reporting (ICoFR') and expressed
an unqualified opinion stating that the Company has, in all material respects, adequate
ICoFR and such ICoFR were operating effectively as on March 31, 2025.
Compliance Management
The Company has in place a well-defined and institutionalised
compliance framework to ensure rigorous and ongoing adherence to the compliance of
applicable laws and regulations. As a part of this structured framework, the Company has
instituted a centralised online compliance management system, based on a comprehensive and
dynamic inventory of applicable laws, which is reviewed and updated on a periodic basis to
reflect the changes in legal and regulatory landscape.
The online compliance management system is driven by a robust standard
operating procedure providing guidance on broad categories of applicable laws and detailed
process for monitoring compliances. The system enables proactive automated alerts to
compliance owners and compliance approvers, for each compliance requirement at defined
intervals. The compliance owners certify the compliance status which is reviewed by
compliance approvers and a consolidated compliance dashboard is presented to the Senior
Management.
To further strengthen governance, a quarterly certificate of
compliance, including any corrective actions or mitigation plans, is presented to the
Audit Committee and the Board of Directors for their review and oversight. In addition to
this, the Company leverages a centralised Notice Management System which is an automated
tool designed to efficiently manage, track, and ensure timely resolution of statutory and
regulatory notices received across all locations.
This technology-enabled, process-driven approach reflects
Company's commitment to fostering a culture of accountability,
transparency, and continuous compliance excellence.
Other Statutory Disclosures
Vigil Mechanism
The Company has adopted a Vigil Mechanism/ Whistle
Blower Policy forming part of Code of Conduct of the Company, which
covers all stakeholders of the Company.
The said policy defines the framework and procedure for stakeholders to
voice genuine concerns about unethical conduct that may be an actual or threatened breach
with the Company's Code of Conduct. The policy aims to ensure that genuine
complainants are able to raise their concerns in full confidence, without any fear of
retaliation or victimisation and also allows for anonymous reporting of complaints. The
Code of Conduct covering Vigil Mechanism/ Whistle Blower
Policy, is available on the Company's website which can be
accessed by clicking here.
The Audit Committee of the Company is responsible for reviewing and
monitoring the whistle blower mechanism. The Audit Committee also reviews report on
whistle blower complaints on a quarterly basis.
Prevention of Sexual Harassment at Workplace
In compliance with Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (POSH Act'), the Company has adopted a
detailed policy and constituted Internal Complaint Committees for providing redressal
mechanism pertaining to any reported event of sexual harassment of employees at workplace.
The Company's policy on prevention of sexual harassment
(POSH Policy) is available on its website which can be accessed by
clicking here.
Further, details regarding the policy, including the details of the
complaints received and disposed-off during the year, are provided in the Report on
Corporate Governance and
Business Responsibility & Sustainability Report, which form part of
this Integrated Annual Report.
Annual Return
In terms of Section 92(3) read with Section 134(3(a) of the
Act and rules thereto, the Annual Return of the Company in
Form MGT-7 for the financial year ended on March 31, 2025 is available
on the Company's website at https://www.airtel. in/about-bharti/equity/results. The
Annual Return will be electronically submitted to the Registrar of Companies within the
timelines prescribed under the Act.
Particulars of Loans, Guarantees and Investments
In compliance with the provisions of the Act and SEBI Listing
Regulations, the Company extends financial assistance in the form of investment, loan,
guarantee etc. to its subsidiaries, from time to time in order to meet their business
requirements. Particulars of investments, loans and guarantees form part of Note nos. 7, 9
and 22, respectively to the standalone financial statements provided in this Integrated
Annual Report. The Company is in the business of providing telecommunication services
which is covered under the definition of infrastructure facilities' in terms of
Section 186 read with Schedule VI of the Act.
Deposits
During the financial year, the Company did not accept any deposits,
including from public under Chapter V of the Act.
Further, no amount of principal or interest was outstanding as on the
balance sheet closure date.
Related Party Transactions
The Company has put in place a comprehensive and well-defined
governance framework for overseeing related party transactions (RPTs'). The
framework reflects the Company's commitment to transparency, fairness, and
safeguarding stakeholder interests. All RPTs are subject to an in-depth review and
pre-certification by leading independent global valuation/ accounting firms to ensure that
the proposed terms of RPTs strictly adhere to arm's length principles and are
consistent with best market practices.
The Audit Committee plays a pivotal role in the RPT governance process.
It relies on the certifications and detailed analysis provided by the independent
valuation and accounting firms and conducts an in-depth evaluation of the proposed
transaction terms before granting its approval.
The representatives of valuation/ accounting firm(s) are available to
address the queries of Audit Committee members, reinforcing the objectivity and
independence of the review process.
In addition to prior approval and review of each RPT and/ or subsequent
modification thereof, the Audit Committee undertakes a quarterly review of actual RPTs to
ensure they remain in compliance with internal policies and regulatory requirements. This
proactive and disciplined approach underlines Company's commitment to sound
governance, risk management, and protection of long-term shareholder value. The Company
has in place a detailed Policy on Related Party
Transactions' (RPT Policy') which, inter-alia, covers
regulatory framework around RPTs, robust RPT governance process etc. The RPT Policy also
mandates that any member of the Audit Committee/ Board Member having a potential interest
in the proposed RPT, will recuse himself and abstain from discussion and voting on the
proposal for approval of the said transaction. The RPT policy is available on the
Company's website and can be accessed by clicking here.
During the FY 2024-25, the Company had entered into material related
party transaction with Indus Towers Limited, subsidiary company as per Section 188 of the
Act and rules made thereunder. Necessary disclosure in form AOC-2 in this regard is given
in Annexure D of this Report. Further, all arrangements/ transactions entered into
by the Company with its related parties during the year under review, were in the ordinary
course of business, on arm's length terms and were not in any way prejudicial to the
interest of its minority shareholders. The Company or any of its subsidiary has not
extended any financial assistance to promoter or promoter group entities which has been
written off during last three years.
In compliance with the requirement of SEBI Listing Regulations, names
of related parties and details of transactions with them have been included in Note nos.
34 and 35 to the standalone and consolidated financial statements, respectively, forming
part of this Integrated Annual Report.
Energy Conservation, Technology Absorption and Foreign Exchange
Earnings & Outgo
A detailed note on energy conservation, technology absorption and
foreign exchange earnings & outgo as required under Section134(3) of the Act read with
the Rule 8 of the Companies (Accounts) Rules, 2014, is annexed as
Annexure E of this Report.
Bharti Airtel Limited
Particulars of Employees
Disclosures relating to remuneration of directors under section 197(12)
of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed as Annexure F of this Report. Particulars of
employee remuneration, as per Section 197(12) of the Act and read with Rule 5(2) and Rule
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
form part of this Integrated Annual Report. In terms of the provisions of the first
proviso to Section 136(1) of the Act, the Integrated Annual Report is being sent to the
shareholders, excluding the aforementioned information. The information will be available
on the 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 ensuing
AGM and a copy of the same will also be available electronically for inspection by the
members during the AGM. Any member interested in obtaining such information may write to
the Company Secretary of the Company.
Change in the Nature of Business
There was no change in nature of the business of the
Company during the financial year ended on March 31, 2025
Significant and Material Orders
During the FY 2024-25, there were no significant and material orders
passed by the regulators or courts or tribunals impacting the going concern status and the
Company's operations in the future.
Proceeding under Insolvency and Bankruptcy
Code, 2016
There were no applications made or proceedings pending against the
Company under the Insolvency and Bankruptcy
Code, 2016 as amended, before the National Company Law Tribunal or
other Courts as on March 31, 2025.
Material changes and commitments affecting the financial position
between the end of financial year and the date of report
There were no material changes and commitments affecting the financial
position of the Company between the end of financial year and the date of this report.
Directors' Responsibility Statement
Pursuant to Section 134 of the Act, the directors, to the best of their
knowledge and belief, confirm that: a) in preparation of the annual accounts, the
applicable accounting standards had been followed, along with proper explanation relating
to material departures; b) the directors had selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable and prudent, so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit and of the Company for that period; c) the directors had
taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; d) the directors had prepared
the annual accounts on a going concern basis; e) the directors, had laid down internal
financial controls to be followed by the Company and that such internal financial controls
are adequate and were operating effectively; f) the directors had devised proper systems
to ensure compliance with the provisions of all applicable laws and that such systems were
adequate and operating effectively.
Key initiatives with respect to stakeholder relationship, customer
relationship, environment, sustainability, health, safety and welfare of employees
The key initiatives taken by the Company with respect to stakeholder
relationship, customer relationship, environment, sustainability, health and safety etc.
are provided under various Capitals and Business Responsibility & Sustainability
Report, form part of this Integrated Annual Report. The Environment,
Health and Safety Policy and Human Rights Policy, are available on the Company's
website at https:// www.airtel.in/sustainability-file/embedding-sustainability.
Compliance of Secretarial Standards
During FY 2024-25, the Company has complied with the applicable
provisions of the Secretarial Standards (SS-1 and SS-2) relating to Meetings of the
Board of Directors' and General Meetings' issued by the Institute of
Company
Secretaries of India and notified by Ministry of Corporate Affairs in
terms of the provisions of Section 118 of the Act.
Acknowledgements
The Board wishes to place on record their appreciation to the
Department of Telecommunications (DoT'), the Central
Government and State Governments in India, Governments of Bangladesh
and Sri Lanka and 14 countries in Africa, Company's bankers and business associates,
for their assistance, cooperation and encouragement extended to the Company.
The directors also extend their deep appreciation to the employees for
their continuing support and unstinting efforts in ensuring an excellent all-round
operational performance. The directors would like to thank Bharti Telecom Limited,
Singapore Telecommunications Limited and other shareholders for their support and
contribution. We look forward to their continued support in future.
For and on behalf of the Board
Sunil Bharti Mittal
Date: May 13, 2025 Chairman Place: New Delhi DIN: 00042491