1RBI Disclaimer: (a) Reserve Bank of India does not accept any responsibility or guarantee about the present position as to the financial soundness of the company or for the correctness of any of the statements or representations made or opinions expressed by the company and for discharge of liability by the company;(b) Neither is there any provision in law to keep, nor does the company keep any part of the deposits with the Reserve Bank and by issuing the Certificate of Registration to the company, the Reserve Bank neither accepts any responsibility nor guarantee for the payment of the public funds to any person/ body corporate.

After the closure of financial year 2018-19, the Company raised Rs. 31,000 Mn through issuance of listed, unsecured, redeemable non-convertible debentures at face value of Rs. 1 Mn each on private placement basis as per the following details:

> 7,000, Series I debentures at a yield of 9.85% per annum (maturity May 19, 2020);

> 10,000, Series II debentures at a yield of 9.85% per annum (maturity May 22, 2020);

> 14,000, Series III debentures at a yield of 9.85% per annum (maturity May 29, 2020).

The details of Debenture Trustee are given hereunder:

Axis Trustee Services Limited

Ground Floor, Axis House

Wadia International Centre, Pandurang

Budhkar Marg, Worli,

Mumbai - 400 025, India

Telephone No. 022 6226 0050/54

Fax No. 022 43253000

E-mail: debenturetrustee@axistrustee.com

Ratings

During the financial year 2018-19, the rating agency, CRISIL has maintained rating of "AA+" for the Debentures issued by the Company. The instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligation. Such instruments carry very low credit risk. Further, CRISIL and ICRA have maintained a rating of "A1+" for the Commercial Papers issued by the Company.

Board Evaluation

In compliance with the provisions of the Companies Act, 2013, the Nomination and Remuneration Committee had approved the process, format, attributes and criteria for the performance evaluation of the Board, Board Committees and Individual Directors including the Chairman and the Managing Director. The process provides that the performance evaluation shall be carried out on an annual basis. During the year, the Board had completed the evaluation process, which included evaluation of the Board as a whole, the Board Committees and individual Directors including the Chairman and the Managing Director.

All directors participated in the evaluation process. The result of evaluation was discussed in the respective committee meetings and in the board meeting held on May 06, 2019. Recommendations arising from the evaluation process were considered by the Board to optimize its effectiveness.

Board and Committee Meetings

The composition of the Board of Directors of the Company is in conformity with all the requirements under the Companies Act, 2013. The Board of Directors met six times during the financial year 2018-19, i.e. on April 24, 2018, June 19, 2018, July 26, 2018, October 25, 2018, January 31, 2019 and March 06, 2019. The requisite details regarding composition of the Board, number of board meetings held and attended by each director are provided in the Annexure B to this report.

Audit Committee

In compliance with the requirements of Section 177 of the Companies Act, 2013, the Company has a committee of the Board known as the Audit Committee. All recommendations made by the Committee were accepted by the Board. During the financial year 2018-19, the Committee met five times i.e. April 24, 2018, July 26, 2018, October 25, 2018, January 31, 2019 and March 06, 2019. The composition and the attendance of the members at the meeting are provided in the Annexure B to this report.

Nomination and Remuneration Committee

In compliance with the requirements of Section 178 of the Companies Act, 2013, the Company has committee of the Board known as the Nomination and Remuneration Committee. During the financial year 2018-19, the Committee met four times i.e. on April 24, 2018, July 26, 2018, October 25, 2019 and January 31, 2019. The composition and the attendance of the members at the meeting are provided in the Annexure B to this report.

Stakeholders' Relationship Committee

In compliance with the requirements of Section 178 of the Companies Act, 2013, the Company has a committee of the Board known as the Stakeholders' Relationship Committee. During the financial year 2018-19, the Committee met five times i.e. on April 24, 2018, May 09, 2018, July 02, 2018, July 26, 2018 and October 25, 2018. The composition and the attendance of the members at the meeting are provided in the Annexure B to this report.

Asset Liability Committee

In compliance with Master Direction - Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016 and other RBI regulations, the Company constituted a committee of the Board on May 06, 2019 known as the Asset Liability Committee. The composition of the Committee is provided in the Annexure B to this report.

Risk Management Committee

In compliance with Master Direction - Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016 and other RBI regulations, the Company constituted a committee of the Board on May 06, 2019 known as the Risk Management Committee. The composition of the Committee is provided in the Annexure B to this report.

Corporate Social Responsibility (CSR) Committee

In compliance with the requirements of Section 135 of the Companies Act, 2013, the Company has committee of the Board known as the Corporate Social Responsibility Committee. During the financial year 2018-19, the Committee met two times i.e. on April 24, 2018 and January 31, 2019. The composition and the attendance of the members at the meeting are provided in the Annexure B to this report.

The Indian telecom industry is passing through a very challenging phase and the Company's subsidiary Bharti Airtel Limited continued to be under stress during the FY 2018-19. Despite all the adversities & challenges, the Company is committed to build its CSR capabilities on a sustainable basis and is also committed to gradually increase its CSR contribution in the coming years if required. The CSR spending is guided by the vision of creating long-term benefit to the society. The Company through its Board and CSR Committee is determined to beef up its efforts to meet the targeted CSR expenditure. With the strong foundation which has been established during the year alongwith the proposed scaling up of a number of its CSR Projects, the Company believes that it has made meaningful progress towards reaching the target in the coming financial years.

Further, the Bharti Family has also pledged a significant amount towards philanthropy, which will step-up scope and reach of Bharti Foundation's initiatives to create opportunities for the underprivileged and contribute to nation building. Plan is to set up a world-class University namely Satya Bharti University, to offer free education to deserving youth from economically weaker sections of society.

The Company could not spent any amount towards CSR contribution for the FY 2018-19 against the approval of Rs. 2.1 Mn approved by CSR Committee for FY 2018-19.

The Report on Corporate Social Responsibility for the financial year 2018-19 u/s 135 of the Companies Act, 2013 is annexed as Annexure C to this report.

Committee of Directors

The Company has a committee known as BTL Committee of Directors. During the financial year 2018-19, the Committee met one time i.e. on April 24, 2018. The composition and the attendance of the members at the meeting are provided in the Annexure B to this report.

Extract of Annual Return

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

Particulars of loans, guarantees or investments

Particulars of loans, guarantees or investments forms part of notes to the standalone financial statements.

Related Party Transactions

All arrangements / transactions entered by the Company with related parties during the year were in ordinary course of business and on arm's length basis. Details of such transactions have been included in the Notes to Accounts section of the Annual Report.

During the year, the Company has not entered into any arrangement / transaction with related parties which could be considered material, accordingly, the disclosure of Related Party Transactions in Form AOC-2 is not applicable.

Subsidiary / Joint Venture / Associate Companies

As on March 31, 2019, your Company has subsidiary, associate and joint venture companies as set out in note 29 of the standalone financial statements.

During FY 2018-19, Bharti Airtel Holding (Mauritius) Limited, Airtel Africa Mauritius Limited, Bharti Airtel Overseas (Mauritius) Limited, Airtel Africa Limited, Airtel Mobile Commerce Nigeria B.V., Airtel Mobile Commerce Congo B.V., Airtel Mobile Commerce (Seychelles) B.V., Airtel Mobile Commerce Madfagascar B.V., Airtel Mobile Commerce Kenya B.V., Airtel Mobile Commerce Rwanda B.V., Airtel Mobile Commerce Malawi B.V., Airtel Mobile Commerce Uganda B.V., Airtel Mobile Commerce Tchad B.V., Airtel Mobile Commerce Zambia B.V. became Subsidiaries of the Company.

During FY 2018-19, Bharti Airtel Burkina Faso Holdings B.V., Africa Towers Services Limited, Tigo Rwanda Limited ceased to be subsidiaries 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 companies is annexed to the Annual Report. The statement also provides the details of performance and financial position of each of the subsidiary companies and their contribution to the overall performance of the Company.

The audited financial statements of each of its subsidiary companies are available for inspection at the Company's registered office as well as the corporate office and are also available on the website of the Company at www.bhartitelecom.in.

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), 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company as there are no employees on the payrolls of the Company.

Statutory Auditor

In terms of the provisions of Section 139 of the Companies Act, 2013, Deloitte Haskins & Sells LLP, Chartered Accountants (firm registration number 117366W-W100018) (‘Deloitte') were appointed as the Statutory Auditors of the Company by the shareholders in the Annual General Meeting (AGM) held on September 05, 2017, for a period of five years i.e. till the conclusion of 37th AGM subject to ratification by the members at every AGM. In accordance with the Companies (Amendment) Act, 2017, the requirement of annual ratification of appointment of Statutory Auditors is now not required. Thus, in accordance with the amended Section 139 of the Companies Act, 2013, the members of the Company are not required to ratify the appointment of statutory auditors at the annual general meeting of the Company and accordingly the Board had not recommended the same.

The Board has duly examined the Statutory Auditors' Report to the accounts, which is self-explanatory. Clarifications, wherever necessary, have been included in the Notes forming part of the annual accounts. The Report does not contain any qualification, reservation, disclaimer or adverse remark.

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

Secretarial Auditor

The Board had appointed Chandrasekaran Associates, Company Secretaries, to conduct its Secretarial Audit for the financial year ended March 31, 2019. The Secretarial Auditors have submitted their report, confirming compliance by the Company of all 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 E to this report.

The Board has reappointed Chandrasekaran Associates, Company Secretaries, as Secretarial Auditor of the Company for financial year 2019-20.

Internal Auditor

The Board had appointed Ernst & Young LLP as the internal auditors to conduct the internal audit of the Company for the financial year ended March 31, 2019. The Board has re-appointed Ernst & Young LLP as the Internal Auditors of the Company for the financial year 2019-20.

Risk Management

The Company keeps evaluating the risks to which the Company is exposed to on a continuous basis, to ensure consistent, efficient and effective assessment of risks and its timely mitigation.

The Company has a process in place to identify key risks and prioritize relevant action plans to mitigate 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.

The Company also has a duly approved Risk Management Policy. The objective of the Policy is to have a well-defined approach to risk. The policy lays down broad guidelines for timely identification, assessment, and prioritization 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.

Vigil Mechanism

In compliance with the provisions of Section 177 of the Companies Act, 2013, the Company has vigil mechanism in place for its directors and employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of code of conduct etc. The mechanism also provides for adequate safeguard against the victimisation of employees who avail the mechanism, and allow direct access to the Audit Committee in exceptional cases. The complaints or concerns, if any, received from any person are promptly redressed.

During the period, the Company has not received any complaint from any director / employee of the Company.

Internal Financial Controls

The internal financial controls with reference to the Financial Statements were commensurate with the size and nature of business of the Company.

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.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The Company does not carry on any manufacturing activity and accordingly the provisions to furnish information, as per Section 134 of the Companies Act, 2013, read with Rule 8 of Companies (Accounts) Rules, 2014, relating to Conservation of Energy and Technology Absorption are not required to be complied with.

During the year under review, there were nil Foreign Exchange Earnings and Outgo.

Maintenance of Cost Records

The Company was not required to maintain cost records as specified by the Central Government under Sub-Section (1) of Section 148 of the Companies Act, 2013.

Prevention of Sexual harassment

The Company is committed to provide a protective environment at workplace to all its women employees, to ensure that every woman employee is treated with dignity and respect.

During the year, since there were no women employees on the role of Company, there was no complaint regarding sexual harassment.

Directors' responsibility statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors to the best of their knowledge and belief confirm that:

1. In the preparation of the annual accounts for the year ended March 31, 2019, the applicable accounting standards read with requirements sets out in Schedule III to the Act, have been followed and there are no material departures from the same;

2. The Directors had selected such accounting policies and applied them consistently and made judgments 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 of the Company for the year ended on that date;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors have prepared the annual accounts on a ‘going concern basis';

5. The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

6. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

Acknowledgement

Your directors express their gratitude for the co-operation and support received from various agencies / departments of the Government of India, State Governments, Company's Bankers and Financial Institutions.

Preamble

The Board of Directors (the "Board") on the recommendation of the Nomination & Remuneration Committee (the "Committee") has approved and adopted this Nomination & Remuneration Policy (the "Policy") in compliance with the provisions of Section 178 of the Companies Act, 2013 and rules made thereunder.

Objectives

The main objectives of this Policy are:-

• To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become directors (executive and non-executive including Independent directors), Key Managerial Personnel ("KMP") and persons who may be appointed in senior management positions.

• To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage for the Company.

• To determine remuneration of directors, KMPs.

• To provide for rewards linked directly to their effort, performance, dedication and achievement of Company's targets.

Directors and Key Managerial Personnel

The Committee shall be responsible for identifying suitable candidate for appointment as directors or as KMPs of the Company.

The Board shall consist of such number of Directors as is necessary to effectively manage the Company of the size and nature as of Bharti Telecom Limited, subject to compliance with the provisions of the Companies Act, 2013, Articles of Association of the Company and the Shareholders Agreement. The Board shall strive to have an appropriate combination of Executive, Non-Executive and Independent Directors.

While evaluating a person for appointment / re-appointment as director or as KMP, the Committee shall consider and evaluate number of factors including but not limited to background, knowledge, skills, abilities (ability to exercise sound judgement), professional experience and functional expertise, educational and professional background, personal accomplishment, age, experience, understanding of the industry, marketing, technology, finance and other disciplines relevant to the business etc. and such other factors that the Committee might consider relevant and applicable from time to time towards achieving a diverse Board.

The Committee shall ensure that the proposed director satisfies the following additional criteria:-

• Eligible for appointment as a director on the board of the Company and is not disqualified in terms of Section 164 and other applicable provisions of the Companies Act 2013.

• Has attained minimum age of 25 years and is not older than 70 years.

• Does not hold directorship in more than 20 companies (including private and public limited companies) or 10 public limited companies incorporated in India.

• Will be able to devote sufficient time and efforts in discharge of duties and responsibilities effectively.

While evaluating a person for appointment / re-appointment as an independent director, the Committee shall ensure that the proposed appointee satisfies the following additional criteria:-

• Meet the baseline definition and criteria of "independence" as set out in Section 149 of the Companies Act, 2013 and other applicable laws.

• Should not hold any board / employment position with a competitor in the geographies where the Company is operating. However, the Board may in special circumstances waive this requirement.

The reappointment / extension of term of any board members shall be on the basis of their performance evaluation.

Senior Management

While evaluating a person for appointment / re-appointment in a senior management position, the management shall consider various factors including individual's background, competency, skills, abilities (viz. leadership, ability to exercise sound judgement), educational and professional background, personal accomplishment, age, relevant experience and understanding of related field viz. marketing technology, finance or such other discipline relevant to present and prospective operations of the Company.

Senior Management means personnel of the company who are members of its core management team excluding Board of Directors and shall comprise of all members of management one level below the executive directors, including all functional heads.

Remuneration Policy

The overall limits of remuneration of the board members including executive board members (i.e. managing director, whole-time director, executive directors etc.), if paid, will be governed by the provisions of Section 197 of the Companies Act, 2013, rules made thereunder and shall be approved by the shareholders of the Company, except the payment of sitting fees, and shall be subject to availability of profits of the Company.

Within the overall limit approved by the shareholders, on the recommendation of the Committee, the Board shall determine the remuneration. The Board can determine different remuneration for different directors on the basis of their role, responsibilities, duties, time involvement etc.

i. Profit-linked commission – NIL

ii. Sitting Fees – An independent director will be entitled to INR 25,000 for every board meeting and all committee meetings (including meetings attended through video conferences) held in a single day.

The Board, upon recommendation of the Nomination and Remuneration Committee, may revise the sitting fees / commission payable to all or any one of the independent directors.

Executive Board Members

The remuneration (including revision in the remuneration) of executive board members, if any, shall be approved by the Board on the basis of the recommendation of the Nomination & Remuneration Committee.

Remuneration to Key Managerial Personnel (other than Managing Director and Whole-Time Director) and other employees in Senior Management

The remuneration of Key Managerial Personnel (other than managing director and whole time director) shall be decided on case to case basis.

Disclosures by the Company

This Policy shall be disclosed in the Company's annual report.

General

The Managing Directors and the Company Secretary are jointly and severally authorized to amend the Policy to give effect to any changes / amendments notified by Ministry of Corporate Affairs w.r.t. any matter covered by this policy.

The amended policy shall be placed before the Board for noting and ratification.

Board Meetings

Audit Committee Meetings

* One meeting attended by Ms. Tan Yong Choo as an alternate director.

Stakeholders' Relationship Committee Meetings

* Two meetings attended by Ms. Tan Yong Choo as an alternate director.

** One meeting attended by Ms. Tan Yong Choo as an alternate director.

Corporate Social Responsibility Committee Meetings

Nomination and Remuneration Committee Meetings

* Two meetings attended by Ms. Tan Yong Choo as an alternate director.

** One meeting attended by Ms. Tan Yong Choo as an alternate director.

BTL Committee of Directors Meetings

Further, on May 06, 2019, the Board of directors had constituted the Asset Liability Committee and Risk Management Committee ("Committees") comprising of Mr. Rajan Bharti Mittal as Chairrman and Mr. Devendra Khanna and Mr. Tao Yih Arthur Lang as members. * Since the Committees were constituted on May 06, 2019, no meetings were held during the financial year 2018-19.