Dear Members,
Your Directors are pleased to present the 29th Board's Report on the
business and operations of Bharti Airtel Limited ('Bharti Airtel' or ‘Company') along
with audited financial statements for the financial year ended March 31, 2024.
Company Overview
Bharti Airtel is a global telecom solutions provider, serving over 550 million
customers in 17 countries across South Asia and Africa. 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 that 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, the Company offers a comprehensive suite of
solutions ranging from secure connectivity, cloud and data center services to cyber
security, loT and cloud-based communication. The Company also has investments in tower
infrastructure, supporting telecom operations through its joint venture entity viz. Indus
Towers Limited ('Indus'). As on March 31, 2024, the Company hold 47.95% stake in Indus.
Financial Highlights
In terms of the provisions of the Companies Act, 2013 (‘Act'), and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing
Regulations'), the Company has prepared its standalone and consolidated financial
statements as per Indian Accounting Standards for FY 2023-24. The financial highlights of
the Company for FY 2023-24, are as follows:
|
|
Standalone |
|
|
Consolidated |
|
|
FY 2023 |
-24 : |
FY 2022-23 |
FY 2023-24 |
FY 2022-23 |
Particulars |
Rs. Mn |
USD Mn* : |
Rs. Mn |
USD Mn** |
Rs. Mn |
USD Mn* |
Rs. Mn |
USD Mn** |
Gross revenue |
941,198 |
11,375 |
847,201 |
10,541 |
1,499,824 |
18,127 |
1,391,448 |
17,313 |
EBITDA before exceptional items |
510,867 |
6,174 |
441,477 |
5,493 |
790,458 |
9,553 |
717,330 |
8,925 |
Cash profit from operations |
378,029 |
4,569 |
318,432 |
3,962 |
607,739 |
7,345 |
553,596 |
6,888 |
Profit/ (Loss) before tax |
71,161 |
860 |
12,693 |
158 |
126,790 |
1,532 |
165,607 |
2,061 |
Net income/ (Loss) |
49,882 |
603 |
(896) |
(11) |
74,670 |
902 |
83,459 |
1,038 |
* 1 USD = Rs.82.74 exchange rate as on March 31, 2024.
** 1 USD = Rs.80.37 exchange rate as on March 31, 2023.
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 31,2024, the Reserves and Surplus comprising General Reserve, Retained Earnings and
Securities Premium Account stood at Rs.864,688 million.
Share Capital
The authorised share capital of the Company as on March 31, 2024 stood at
Rs.148,730,500,000 divided into 29,746,080,000 equity shares of face value of Rs.5 each
and 1,000 preference shares of face value of Rs.100 each.
During the FY 2023-24, the Company has allotted 79,952,427 fully paid-up equity shares
of face value of Rs.5 each at the applicable conversion price pursuant to conversion of
Foreign Currency Convertible Bonds (‘FCCBs') of principal value of $575.73 million in
multiple tranches. Consequent to the aforesaid allotment, the paid-up share capital of the
Company has increased to Rs.28,765,794,962.50 divided into 5,655,087,077 equity shares of
face value of Rs.5 each fully paid- up and 392,287,662 partly paid-up equity shares of
face value of Rs.5 each (Rs.1.25 per share paid-up) as on March 31,2024.
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
Rs.8/- (i.e. 160%) per fully paid-up equity share of face value of Rs.5/- each and a
pro-rata final dividend of Rs.2/- per partly paid-up equity share of face value of Rs.5/-
each (paid- up value of Rs.1.25/- 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. Rs.46,173.53
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 MalgachedeTelephone
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.
BhartiHexacom 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 ofthe Act, the financial statements of each
of the subsidiary companies are available on the Company's website at https://www.airtel.in/about-bharti/
equitv/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 ofthe subsidiary, associate and joint venture
companies will also be made available to the members ofthe 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-l.amazonaws.com/bsv/iportal/
images/Policy-for-determinina-Material-Subsidiaries-l_3C3
DACCD6AC67BF355A2231C3D434D64.pdf. Details of material subsidiaries of the Company as
per Regulation 16(l)(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 ofthe
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 Resignations
i. Retirement by rotation and subsequent re-appointment
Pursuant to the provisions of the Act, Mr. Tao Yih Arthur Lang (DIN: 07798156),
Non-executive Director ofthe 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 appointments)/ 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 28th 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 ofthe
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 ofthe members.
In the opinion ofthe 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 29th AGM.
iii. Retirements and resignations of Independent Di recto r(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(l)(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
underanySEBI 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-policv-on-nomination-remuneration-and-board- diversitv.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
ntegrated 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 theirjoining 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 27th AGM held on August 12, 2022, for a period
of five years i.e. till the conclusion of 32nd 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 2023- 24 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 atCRISILAl+.
b) India 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 Rs.1.14 million (pertaining to FY
2015-16) and 31,530 fully-paid equity shares to IEPF during FY 2023- 24. 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 (‘LIT)
framework, which enables the Company to attract and retain best-in class talent in a
competitive environmentandpromotesacultureand 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/equitv/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/equitv/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 tota 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, catalysing India's Hydrogen
Economy and creating a business model to protect old forests and catalyse afforestation.
We remain committed to extending 4G/5G data connectivity to data starved regions to
enable digital inclusion.
During the year, our ESG initiatives were recognised by multiple forums, presented in
‘Awards and recognitions' section of this Integrated Report.
Corporate Social Responsibility
Bharti Airtel is committed to long-term sustainable value creation by aligning its
social activities with its business objectives. Giving back to the very community that
helps our business thrive and sustain, has been our priority since inception. As a good
corporate citizen, we have been actively undertaking community development and nation
building initiatives towards creation of a prosperous society by collaborating with
diverse stakeholders. We believe in pursuing wider socio-economic and cultural objectives
and have always endeavoured to notjust meet, but try and exceed the expectations of the
communities in which we operate.
Bharti Airtel has been an early adopter of 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. Bharti Airtel Foundation is a key
partner for undertaking development programs for Bharti Airtel and its subsidiaries/joint
ventures. It 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 applicable provisions of Section 135 of the Act, the Company was not
obligated to contribute towards CSR activities during FY 2023-24. However, the Company has
made voluntary CSR contribution of Rs.113.35 million during the financial year 2023-24.
Additionally, the Company has also contributed Rs.15.60 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 Rs.181.22 million and ajoint
venture of the Company has contributed Rs.1,222.54 million (totaling to Rs.1,403.76)
towards various CSR activities under Section 135 of the Act.
The above voluntary contribution reflects the Company's 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 Annual
Report on Corporate Social Responsibility Activities, which forms part of this Integrated
Report.
The 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 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 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 7th 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/simplvcms/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/eguitv/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 orderto 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 globa 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^)/ 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
Policv.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 Sectionl34(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/equitv/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
LawTribunal 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) 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 yearand
ofthe profitand loss of the Company for that period;
c) the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors had prepared the annual accounts on a going concern basis;
e) the Directors, had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively;
f) the Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
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 ofthe provisions of Section 118 ofthe
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 14, 2024 |
Chairman |
Place: London |
DIN: 00042491 |
|