Dividend

In terms of Regulation 43A of the 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 the policy, the Company aims to distribute to its shareholders, 100% dividend income (net of taxes) received from its subsidiary/ associate companies. The Dividend Distribution Policy is available on the Company’s website at https://assets.airtel.in/static-assets/cms/investor/ docs/Dividend-Distribution-Policv-18052022.pdf.

In line with the above policy, your Directors have recommended a final dividend of C8/- (i.e. 160%) per fully paid-up equity share of face value of C5/- each and a pro-rata final dividend of C2/-per partly paid-up equity share of face value of C5/- each (paid-up value of C1.25/- each) for FY 2023-24, 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. C46,173.53 million.

The record date for the purpose of payment of final dividend for the FY 2023-24, will be Wednesday, August 07, 2024.

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, 2024, your Company has 142 subsidiaries and 16 associate and joint venture entities.

During the year under review, Beetel Teletech Limited, Beetel Teletech Singapore Private Limited, Airtel Gabon Telesonic S.A., Nxtra Africa Data (Kenya) Limited and Nxtra Africa Data (Nigeria) FZE, became subsidiaries of the Company. Network i2i (Kenya) Limited and Societe Malgache de Telephone Cellulaire S.A. ceased to be subsidiary companies during the year.

Further, Dixon Electro Appliances Private Limited became associate company and Juggernaut Books Private Limited ceased to be associate company, during the year under review.

Bharti Hexacom Limited, subsidiary company has 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 in prescribed form AOC-1, is annexed to the consolidated financial statements of the Company which forms part of this Integrated 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 is also provided on the Company’s website at https://s3-ap-southeast-1.amazonaws.com/bsy/iportal/ images/Policy-for-determining-Material-Subsidiaries-1_3C3 DACCD6AC67BF355A2231C3D434D64.pdf. Details of material subsidiaries of the Company as per Regulation 16(1)(c) of Listing Regulations are disclosed in the Report of Corporate Governance forming part of this Integrated Report.

Directors and Key Managerial Personnel

The Company’s Board is an optimum mix of Executive, Non-Executive, Independent and Woman Directors and conforms to the provisions of the Act, Listing Regulations, FDI guidelines, terms of shareholders’ agreement and other applicable statutory provisions.

As on March 31, 2024, the Board comprised ten (10) directors, including a Chairman, a Managing Director & CEO, 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, hence, the Company does not have any permanent Board seat.

Details of change in directors during FY 2023-24 and till the date of this report, are as under:

Appointments, Re-appointments, Retirements and Resignationsi. Retirement by rotation and subsequent re-appointment

Pursuant to the provisions of the Act, Mr. Tao Yih Arthur Lang (DIN: 07798156), Non-executive Director of the Company, will retire by rotation at the ensuing AGM and being eligible, has offered himself for reappointment. The Board, on the recommendation of the HR & Nomination Committee, recommended his reappointment at the ensuing AGM.

ii. Appointment and re-appointment of Independent Director

During the FY 2023-24, following appointment(s)/ reappointments) were made by the Board of Directors on the recommendations of HR & Nomination Committee (‘HRC’):

(a) Re-appointment of Ms. Kimsuka Narasimhan (DIN: 02102783) as Independent Director for second term of five consecutive years w.e.f. March 30, 2024 upto March 29, 2029 upon approval of the members in 28^th Annual General Meeting (‘AGM’) held on August 24, 2023.

(b) Appointment of Mr. Douglas Anderson Baillie (DIN: 00121638) as an Independent Director for a term of five consecutive years w.e.f. October 31, 2023 upto October 30, 2028 which was subsequently approved by the members by way of Postal Ballot on January 28, 2024.

Further, the Board of Directors, in its meeting held on May 14, 2024 and on the recommendation of HRC, has appointed Justice (Retd.) Arjan Kumar Sikri (DIN: 08624055) as an Additional Director w.e.f. June 01, 2024 and to hold office as an Independent Director for a term of five consecutive years i.e. upto May 31, 2029, subject to approval of the members at the ensuing AGM.

Justice (Retd.) Arjan Kumar Sikri fulfils the conditions specified under the Act and the Listing Regulations and is independent of the management. Accordingly, the Board recommends his appointment, for the approval of the members.

In the opinion of the Board, all the directors, including the aforesaid directors, possess the requisite qualifications, experience, expertise, proficiency and hold high standards of integrity.

Brief resume, nature of expertise, disclosure of relationship between directors inter-se, details of directorships and committee memberships held in other companies of the directors proposed to be appointed/ re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard 2 and Regulation 36 of the Listing Regulations, are appended as an Annexure to the Notice of the 29^th AGM.

iii. Retirements and resignations of Independent Director(s)

During the financial year ended on March 31, 2024, following directors have retired from the Board upon completion of their respective tenure as Independent Director of the Company:

(a) Mr. V.K. Viswanathan w.e.f. the close of business hours on January 13, 2024; and

(b) Mr. Dinesh Kumar Mittal w.e.f. the close of business hours on March 12, 2024.

Mr. Pradeep Kumar Sinha (DIN: 00145126) tendered his resignation as an Independent Director w.e.f. the close of business hours on May 14, 2024, 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 places on record its sincere appreciation for the valuable contribution made by the aforesaid directors.

Further, in terms of the Section 203 of the Act, the Key Managerial Personnel (‘KMP’) of the Company are Gopal Vittal, Managing Director & CEO, Soumen Ray, Chief Financial Officer (India & South Asia) and Pankaj Tewari, Company Secretary. During the year under review and till the date of this report, there was no change in the 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 Section 149(6) of the Act, as amended, read with Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the 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

The Board of Directors values the significance of diversity and firmly believes that diversity of background, gender, age, ethnicity, geography, expertise, knowledge, perspectives etc., leads to sharper and balanced decision-making and overall sustainable development. At Airtel, we recognise the importance of diversity and inclusion in our boardroom, and strive to maintain a diverse composition that reflects the richness of the global community we serve. The Company has an eminent, high-performing and diverse board comprising 30% Woman Directors.

In terms of the requirement of Section 178 of the Act and Listing Regulations, the Board of Directors has adopted ‘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 Managing Director & CEO and relevant members of Senior Management is linked with 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 Managing Director & CEO, is subject to malus/ clawback arrangements.

During the year under review, the Company conducted a comprehensive review of the Policy to align the compensation structure of Non-Executive Directors with the global best practices. The amended Policy is available on the Company’s website at https://assets.airtel.in/static-assets/cms/investor/ docs/BAL-policy-on-nomination-remuneration-and-board-diversity.pdf.

Annual Board Evaluation

The Board works with HR & Nomination Committee and lays down a structured 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 & CEO, keeping in view the Board priorities and best practices. The evaluation process at Bharti Airtel is facilitated online by a leading independent consulting firm.

A detailed disclosure on the framework of Board Evaluation including outcome and action plan has been provided in the Report on Corporate Governance, which forms part of this Integrated Report.

Familiarisation Programme for Board members

The Company has adopted a well-structured induction programme for orientation and training of Directors at the time of their joining so as to provide them with an opportunity to familiarise themselves with the Company, Board, its management, its operations including its products and services, business model, values and Company’s culture and the industry in which the Company operates.

Apart from the induction programme, the Company periodically presents updates at the Board/ Committee

meetings to familiarise 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 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 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 previous year. A detailed update on the Board, its composition, governance of various Board Committees including their detailed charters and terms of reference, number of Board and Committee meetings held during FY 2023-24 and attendance of the Directors thereat, is provided in the Report on Corporate Governance, which forms part of this Integrated Report.

Auditors and Auditors’ Report Statutory Auditors

Deloitte Haskins & Sells LLP (‘Deloitte’) were re-appointed as the Statutory Auditors of the Company at the 27^th AGM held on August 12, 2022, for a period of five years i.e. till the conclusion of 32^nd AGM.

Deloitte Haskins & Sells LLP 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 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 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, 2024. The Company, in order to keep the network up and running, moves network equipments from one site location to another on urgent basis to ensure that its network is running seamlessly, for each movement situation is later updated in Fixed Assets Register.

As regards the comments under para i(b) of the Annexure B to the Independent Auditors’ Report regarding no physical verification of customer premises equipment, bandwidth and optic fiber cable due to their nature or location; the customer premises equipment are located at subscriber’s premises and physical check of the equipment is generally not possible. Additionally, bandwidth and optic fiber cable due to their nature and location is not practically feasible to physically verify.

As regards the comments under para i(c) of the Annexure B to the Independent Auditors’ Report regarding transfer of title deed in the name of the Company, the ownership and physical possession of these properties are lying with the Company. The mutation of title deeds or transfer of conveyance deed are pending in the name of the Company.

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.

Further, during the year under review, the auditors have not 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.

Internal Auditors and Internal Assurance Partners

The Company has a robust control environment comprising corporate policies, processes and standard operating procedures and an institutionalised compliance framework, which enables orderly and ethical conduct of business by safeguarding of Company’s assets, adequate use of the Company’s resources and, timely and accurate recording of all corporate 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, has re-appointed Ernst & Young LLP, Chartered Accountants and ANB & Co. Chartered Accountants as the Internal Assurance Partners for FY 2024-25.

Cost Records

The Company has maintained the cost records as prescribed by the Central Government under Section 148(1) of the Act.

Cost Auditors

The Board, on the recommendation of the Audit Committee, had appointed Sanjay Gupta & Associates, Cost Accountants, as Cost Auditors, for the financial year ending March 31, 2024. The Cost Auditors will submit their report for FY 202324 within the timeframe prescribed under the Act.

Cost Audit report for the FY 2022-23 did not contain any qualification, reservation, disclaimer or adverse remark.

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.

The Board, on the recommendation of Audit Committee, has re-appointed Sanjay Gupta & Associates, Cost Accountants, as Cost Auditors of the Company for FY 2024-25.

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 31, 2024. The Secretarial Auditors has submitted their report, 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.

The Board, on the recommendation of Audit Committee, has reappointed Chandrasekaran Associates, Company Secretaries as Secretarial Auditors of the Company for FY 2024-25.

Capital Market Ratings

During the year ended March 31, 2024, the Company was rated by two domestic rating agencies namely CRISIL and India Ratings & Research Private Limited and three international rating agencies namely Fitch Ratings, Moody’s and S&P, which are as under:

a) CRISIL maintained the long term ratings at CRISIL AA (Stable) and short-term ratings maintained at CRISIL A1 .

b) I ndia Ratings & Research Private Limited maintained Short-term ratings at IND A1 .

c) Fitch Ratings maintained the rating at BBB- (Stable).

d) Moody’s maintained the rating at Baa3 (Stable).

e) S&P maintained the rating at BBB- (Stable).

Transfer of unclaimed dividend and shares to Investor Education and Protection Fund

In compliance of the applicable provisions of the Act and rules made thereunder, the Company had transferred the unclaimed dividend of C1.14 million (pertaining to FY 2015-16) and 31,530 fully-paid equity shares to IEPF during FY 202324. 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 a well-governed and structured Long Term Incentive (‘LTI’) framework, which enables the Company to attract and retain best-in class talent in a competitive environment and promotes a culture and mindset of ownership by closely aligning employee performance with Company’s long-term business objectives and shareholders’ interest.

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 (‘HRC’) 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 HRC from time to time.

During FY 2023-24, the Company has engaged with a leading global HR consulting firm to holistically review and benchmark ESOP schemes in line with prevailing market practices. As part of this comprehensive review, effective FY 2024-25, the vesting of ESOPs granted to Managing Director & CEO and the members of Airtel Management Board has been linked to 100% performance-based vesting 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 HRC. Any exception to the plan on account of specific talent attraction, engagement or retention shall require approval of HRC.

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, Secretarial Auditors, certifying that the Schemes are implemented in accordance with the ESOP Regulations and resolutions passed by the members from time to time, shall be available for inspection by the members in electronic mode during the AGM.

Pursuant to the provisions of ESOP Regulations, a disclosure with respect to Schemes of the Company as on March 31,

2024, 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 HRC along with vesting schedules and exercise period etc., are also available at https://www.airtel.in/ aboutbharti/equity/shares/stock-exchange-submissions.

Deposits

The Company did not accept any deposits during the financial year, including from public and, as such, no amount of principal or interest was outstanding as on the balance sheet closure date.

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.

Sustainability Journey

The Board continues to have a sharp focus on Environmental, Social and Governance (‘ESG’) agenda to ensure long-term value creation for all stakeholders through sustainable business practices.

The overall responsibility for the implementation of ESG priorities and their alignment with the best industry standards lies with the ESG Committee. The Committee reviews and approves material ESG risks and opportunities (including climate change), ESG targets, monitors ratings and performance of the Company aligned to our business strategy.

At Bharti Airtel, we are committed to digitally connect the entire nation and as per our commitment, we rolled out 5G across India, this year. As of now, our network covers 96.1% of the population in 7,918 Census towns as well as 809,051 non-Census towns and villages.

Bharti Airtel supports the agenda to limit global temperature increase to less than 1.5°C, as outlined in the Paris Accords. To achieve this, we have adopted Science Based Targets to reduce emissions by 50.2% from our own operations and 42% in our value chain by 2031.

During the year, the Company continued to prioritise greening the network and building climate resilience. Out of the total electricity consumed in our data centers, 38% comes from renewable sources. We also accelerated the solarisation drive and have covered 15,045 network sites.

This year also, the Company continues to focus on safety, employee well-being and improving diversity. We have been awarded the ISO 14001 and ISO 45001 certifications for over 27,000 sites across our operations. The share of women in our workforce moved up by over 40 percent this year.

The Company continues to be the part of World Economic Forum (WEF) initiative Alliance of the CEO Climate Leaders of India. This Alliance is working around three key initiatives at India level - decarbonising materials and the supply chain,

CSR Committee has formulated and recommended to the Board, a CSR Policy outlining, inter-alia, CSR philosophy of the Company. The said policy is available on the Company’s website at https://assets.airtel.in/teams/simplycms/web/ docs/Bharti Airtel-Updated CSR Policy June2021.pdf.

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 continues with its integrated reporting journey in the current fiscal year, aligning with its philosophy of being a highly transparent and responsible corporate citizen. Our 7^th Integrated Report is guided by the principles of International Integrated Reporting Framework developed by the International Integrated Reporting Council (now consolidated into IFRS Foundation) and reflects the key actions taken by the Company towards long-term sustainability and stakeholder value creation. The Board acknowledges its responsibility for the integrity of the report and the information contained therein.

Business Responsibility & Sustainability Report

Pursuant to Regulation 34(2)(f) of the 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 TUV SUD South Asia Pvt. Ltd., is available as a separate section of this Integrated Report and on the Company’s website viz. www.airtel.in.

Corporate Governance Report

A detailed Report on Corporate Governance, pursuant to the requirements of Regulation 34 of the Listing Regulations, forms part of this Integrated 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 2023-24, as stipulated under the Listing Regulations, is annexed as Annexure C of this 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 as a separate section of this Integrated Report.

Risk Management

Risk management is integral to our strategy and embedded in our operating framework. The Company believes that risk resilience is the key to achieve long-term sustainable growth and value creation. The Company has adopted a robust enterprise-wide Risk Management Framework to enable well-defined and institutionalised approach towards the risk management and lay down broad guidelines for timely identification, assessment, mitigation, monitoring and governance of key strategic risks across the group (including sectoral risk, privacy & data security risk, cybersecurity

risk etc.). The framework suggests developing a response action for each key risk identified, so as to ensure that the risk is adequately addressed or mitigated through robust management action plan. The Company periodically reviews and improves the adequacy and effectiveness of its Risk Management Framework considering rapidly changing business environment and evolving complexities.

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 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 policies and procedures to ensure that the 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, 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, 2024.

Compliance Management

The Company has in place a well-defined and institutionalised compliance framework to ensure effective monitoring of the compliance of applicable laws. As a part of this structured

framework, the Company has instituted an online compliance management system based on a comprehensive inventory of applicable laws, which is reviewed and updated on a periodic basis with ever-evolving requirements of law.

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 frequencies. The compliance owners certify the compliance status which is reviewed by compliance approvers and a consolidated compliance dashboard is presented to the senior management and Managing Director & CEO.

A certificate of compliance with applicable laws alongwith the corrective measures/ mitigation plan, if any, is placed before the Audit Committee and Board of Directors on a quarterly basis. Additionally, the Company has centralised automated tool in place viz. Notice Management System for regular management, tracking and closure of the statutory/ regulatory notices received by the Company at all locations.

Other Statutory Disclosures Vigil Mechanism

The Company has adopted a Vigil Mechanism/ Whistle Blower Policy which forms part of Code of Conduct of the Company. It outlines the method and process for stakeholders to voice their genuine concerns about unethical conduct that may be actual or threatened breach with the Company’s Code of Conduct. The Code of Conduct covering Vigil Mechanism/ Whistle Blower Policy, is available on the Company’s website at https://assets.airtel.in/ teams/simplvcms/web/docs/Code-of-Conduct-2022.pdf.

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

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. Key details of the policy form part of the Code of Conduct of the Company which is available on the Company’s website at https://assets.airtel.in/ teams/simplycms/web/docs/Code-of-Conduct-2022.pdf.

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 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, 2024

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 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 Report.

The Company is in the business of providing telecom services (wireless telecommunications activities) which is covered under the definition of ‘infrastructure facilities’ in terms of Section 186 read with Schedule VI of the Act.

Related Party Transactions

The Company has a well-defined and structured governance process for related party transactions undertaken by the Company. The related party transactions are undertaken after review and pre-certification by leading Independent global valuation/ accounting firms confirming that the proposed terms of a particular transaction meet the arm’s length criteria. The Audit Committee, based on the certification(s)/ report(s) of said valuation/ accounting firm(s) and in-depth review of the proposed terms, grants its approval to the related party transactions. The representatives of valuation/ accounting firm(s) are available to address the queries of Audit Committee members, if required. The Audit Committee reviews the actual related party transactions on a quarterly basis.

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 Integrated Report.

During the FY 2023-24, the Company had entered into material related party transaction with Indus Towers Limited (Joint Venture 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 and on an arm’s length compliant 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 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 Report. The Policy on the Related Party Transactions is available on the Company’s website at https:// assets.airtel.in/static-assets/cms/investor/docs/RPT Policy.pdf.

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.

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 Report. In terms of the provisions of the first proviso to Section 136(1) of the Act, the Integrated 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, 2024.

Significant and Material Orders

During the FY 2023-24, 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 proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as on March 31, 2024.

Directors’ Responsibility Statement

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

a) i n 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) t he 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 Report. The Environment, Health and Safety Policy and Human Rights Policy, are available on the website of the Company at https://www. airtel.in/sustainabilitv-file/embedding-sustainabilitv.

Compliance of Secretarial Standards

During FY 2023-24, 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.