Dear Members,

Your Directors are pleased to present the 27th Board's
Report of the Company's business and operations, together with audited financial
statements for the financial year ended March 31, 2022.

Company Overview

Bharti Airtel is one of the world's leading providers of
telecommunication services with operations in 17 countries across Asia and Africa. The
Company's diversified service range includes mobile, voice and data solutions, using
2G, 3G and 4G technologies. It provides telecom services under wireless and fixed line
technology, national and international long-distance connectivity, broadband services,
Digital TV and complete integrated telecom solutions to its enterprise customers. All
these services are rendered under a unified brand ‘Airtel' either directly or
through subsidiary companies. Airtel Money (known as ‘Airtel Payments Bank' in
India) extends the Company's product portfolio to further its financial inclusion
agenda and offers convenience of payments and money transfers on mobile phones over secure
and stable platforms in India, and across all 14 countries in Africa. The Company also has
investments in Tower Infrastructure pertaining to telecom operations through its joint
venture entity viz. Indus Towers Limited (‘Indus'). During FY 2021-22, the
Company acquired an additional stake of 4.76% and accordingly, its shareholding in Indus
stood at 46.49% as on March 31, 2022.

Financial Results

In compliance with 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
(‘Ind AS') for FY 2021-22. The standalone and consolidated financial highlights
of the Company's operations for FY 2021-22 are as follows:

Standalone Financial Highlights


  

    
Particulars
    
FY 2021-22
    
FY 2020-21
  
  

    

    
Rs Mn
    
USD Mn*
    
Rs Mn
    
USD Mn**
  
  

    
Gross revenue
    
706,419
    
9,500
    
643,259
    
8,655
  
  

    
EBITDA before exceptional items
    
355,984
    
4,787
    
286,502
    
3,855
  
  

    
Cash profit from operations
    
231,421
    
3,112
    
183,387
    
2,467
  
  

    
Profit / (Loss) before tax
    
(42,342)
    
(569)
    
(184,652)
    
(2,484)
  
  

    
Net income/(loss)
    
(36,250)
    
(487)
    
(251,976)
    
(3,390)
  




(*1 USD = Rs 74.36 Exchange Rate for financial year ended March 31,
2022) (**1 USD = Rs 74.32 Exchange Rate for financial year ended March 31, 2021).

Consolidated Financial Highlights


  

    
Particulars
    
FY 2021-22
    
FY 2020-21
  
  

    

    
Rs Mn
    
USD Mn*
    
Rs Mn
    
USD Mn**
  
  

    
Gross revenue
    
1,165,469
    
15,673
    
1,006,158
    
13,538
  
  

    
EBITDA before exceptional items
    
581,103
    
7,815
    
461,387
    
6,208
  







  

    
Particulars
    
FY 2021-22
    
FY 2020-21
  
  

    

    
Rs Mn
    
USD Mn*
    
Rs Mn
    
USD Mn**
  
  

    
Cash profit from operations
    
423,645
    
5,697
    
315,852
    
4,250
  
  

    
Profit / (Loss) before tax
    
124,831
    
1,679
    
(144,882)
    
(1,949)
  
  

    
Net Income/ (Loss)#
    
42,549
    
572
    
(150,835)
    
(2,029)
  




# This includes Net Income/(loss) for continuing and discontinuing
operations.

(*1 USD = Rs 74.36 Exchange Rate for financial year ended March 31,
2022) (**1 USD = Rs 74.32 Exchange Rate for financial year ended March 31, 2021).

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

Change in the Nature of Business

There was no change in nature of the business of the Company during the
financial year ended on March 31, 2022.

Update on impact of COVID-19

The COVID-19 pandemic, continued to be a global challenge, creating
disruption across the world. In the first three months of FY 2022, the second wave of the
pandemic overwhelmed India in all aspects. The Company has taken several steps to manage
this crisis, which have been detailed in the Management Discussion and Analysis Report
forming part of the Annual Report. This situation continues to evolve and is being closely
monitored to identify key risks and take immediate actions to minimise any potential
disruption from the pandemic to business. At the same time, the Company recognises its
critical role as a telecom operator in keeping its customers and nation connected in such
times.

The Company has constantly engaged with its people - with compassion,
resilience and focus to ensure that morale is high. Further, the Company has abided by
every safety and physical distancing norm and has been consistently communicating the same
to both its employees and customers. The Company has encouraged people to work from home
to ensure their safety and well-being. The Company stands in solidarity with the
Government of India and all citizens of India. The Company's efforts towards the
betterment of one and all will continue unabated.

Share Capital

During FY 2021-22, there was no change in the authorised share capital
of the Company and it stood at Rs 147,780,000,000 divided into 29,555,980,000 equity
shares of face value of Rs 5/- each and 1,000 preference shares of Rs 100/- each.

During FY 2021-22, the Company has alloted 392,287,662 partly paid-up
equity shares of face value of Rs 5/- each (Rs 1.25 per share paid on application) at a
premium of Rs 530/- per share (Rs 132.50 per share paid on application) on October 27,
2021, pursuant to Rights Issue. 

Consequent to the aforesaid allotment, the paid-up share capital of the
Company has increased to Rs 27,950,495,917.50 divided into 5,492,027,268 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 on application).

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

Reserves

During the year, the Company has not transferred any amount to General
Reserve.

Dividend

Your Directors have recommended a final dividend of Rs 3/- per fully
paid-up equity share of face value of Rs 5/- each and a pro-rata final dividend of '0.75/-
per partly paid-up equity share of face value of Rs 5/- each with paid-up value of Rs
1.25/- each i.e. 60.00% of the paid-up value for FY 2021-22. The proposed final dividend
payout will amount to appox. Rs 16,770 Mn. The payment of final dividend is subject to the
approval of shareholders at the ensuing Annual General Meeting (AGM).

The record date for the purpose of payment of final dividend for the FY
2021-22, will be Tuesday, August 02, 2022.

In view of the changes made under the Income Tax Act, 1961, by the
Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the
hands of the shareholders. Your Company shall, accordingly make the payment of the final
dividend after deduction of tax at source.

Dividend Distribution Policy

As per Regulation 43A of the Listing Regulations, top 1,000 listed
companies are required to formulate a dividend distribution policy. Accordingly, the
Company had adopted the dividend distribution policy, which sets out the parameters and
circumstances to be considered by the Board in determining the distribution of dividend to
its shareholders and/or retaining profits earned by the Company. The Dividend Distribution
Policy is available on the Company's website at
https://assets.airtel.in/teams/simplycms/
web/docs/Dividend-Distribution-Policy-18052022.pdf.

Transfer of Amount to Investor Education and Protection Fund

Pursuant to the provisions of Section 124 of the Act read with the
relevant rules made thereunder, during FY 2021-22, the Company has transferred the
unpaid/unclaimed dividend amount of Rs 2.31 Mn, pertaining to final dividend for FY
2013-14 and interim dividend for FY 2014-15, to the Investor Education and Protection Fund
("IEPF") established by the Central Government. The details of unpaid and
unclaimed dividend amounts lying with the Company as on August 31, 2021 (date of last
Annual General Meeting) are available on the Company's website viz. https://
www.airtel.com.

Pursuant to the provisions of the Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the
shares on which dividend remains unpaid/ unclaimed for seven consecutive years or more
shall be transferred to the IEPF after giving due notices to the concerned shareholders.
Accordingly, the Company has also transferred 19,146 equity shares to the IEPF during FY
2021-22. The relevant details of equity shares transferred to IEPF are also available on
the Company's website https://www.airtel.com.

The shareholders whose unpaid dividend and/or shares have been
transferred to IEPF may reach out to the Company/ Registrar and Transfer Agent, to lodge
their claim for refund of the unpaid dividend/shares (as applicable) out of the IEPF. The
process for claiming the unpaid dividend/shares out of the IEPF, is also available on the
Company's website at https://www.airtel. in/about-bharti/equity/shares.

Deposits

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

Debentures

During the year under review, the Company has redeemed 15,000
Series-II, 8.35% Listed, Unsecured, Rated, Redeemable, Non-Convertible Debentures having a
face value of Rs 1 Mn per debenture on April 20,2021. Accordingly, the Company does not
have any outstanding debenture as on March 31, 2022. Further, the Company has not issued
any debentures during the financial year 2021-22.

Significant Developments

Effectiveness of Composite Scheme of arrangement between the Bharti
Airtel Limited, Bharti Airtel Services Limited, Hughes Communications India Private
Limited (‘Hughes') and HCIL Comtel Private Limited and their respective
shareholders and creditors

Upon approval of Hon'ble National Company Law Tribunal and the
Department of Telecommunications, the Composite scheme of arrangement between Bharti
Airtel Limited, Bharti Airtel Services Limited, Hughes and HCIL Comtel Private Limited and
their respective shareholders and creditors under Sections 230 to 232 and other applicable
provisions of the Companies Act, 2013, has become effective on January 04, 2022 and VSAT
Undertaking (as defined under the Scheme) of the Company and Bharti Airtel Services
Limited stands transferred and vested into Hughes and HCIL Comtel Private Limited,
respectively (on a going concern basis) by way of a slump sale with effect from January
04, 2022.

Withdrawal of Composite Scheme of Arrangement between Bharti Airtel
Limited, Nettle Infrastructure Investments Limited (‘Nettle'), Airtel Digital
Limited (‘ADL'), Telesonic Networks Limited (‘Telesonic') and Airtel
Limited and their respective shareholders and creditors and Approval of Composite Scheme
of Arrangement between Bharti Airtel Limited, Nettle and Telesonic and their respective
shareholders and creditors

The Board of Directors at its meeting held on April 14, 2021, had
approved the composite scheme of arrangement between the Company, Nettle Infrastructure
Investments Limited (‘Nettle'), Airtel Digital Limited (‘ADL'),
Telesonic Networks Limited (‘Telesonic') and Airtel Limited and their respective
shareholders and creditors under sections 230 to 232 and other applicable provisions of
the Act (‘Scheme'). Keeping in view the seminal telecom sector reforms package
announced by the Government of India and consequent simplification of licensing framework,
the Board of Directors, at its meeting held on January 4, 2022, decided to withdraw the
earlier Scheme and approve a modified one to leverage emerging opportunities offered by
Indian digital economy, unlock value and simplify the group structure.

Under the revised scheme, Nettle and Telesonic, wholly-owned
subsidiaries, will amalgamate with and into Bharti Airtel Limited.

As on the date of this report, the Scheme is subject to requisite
regulatory/statutory approvals and other closing conditions as specified in the draft
scheme.

Shifting of Registered Office

Pursuant to the Order of the Regional Director, New Delhi dated March
18, 2021, the Company shifted its registered office from NCT of Delhi to the State of
Haryana w.e.f. April 1, 2021.

Rights Issue

During the financial year, the Company had issued and allotted
392,287,662 partly paid-up equity shares of the Company on rights basis, in the ratio of 1
equity share for every 14 equity shares held, to eligible equity shareholders of the
Company at an issue price of Rs 535/- per fully paid-up equity share (including a premium
of Rs 530/- per equity share). An amount equivalent to 25% of the issue price viz. Rs
133.75 per equity share was received on application.

The funds raised by the Company through Rights Issue, have been
utilised for the objects stated in the Letter of Offer dated September 22, 2021.

Investment by Google International LLC

Airtel entered into a long-term, multi-year agreement with google to
accelerate the growth of India's digital ecosystem. Together, they will work to bring
best-in-class end-to-end products to serve customer needs, provide quality customer
experience, and bring their expertise to solve problems of affordability, access, and
digital inclusion. As part of this partnership, Google intends to invest up to USD 1 Bn,
as part of its Google for India Digitization Fund, which includes equity investment as
well as a corpus for potential commercial agreements, to be identified and agreed on
mutually agreeable terms over the course of the next five years. This deal is subject to
necessary regulatory approvals. The intimation dated January 28, 2022 submitted with the
stock exchanges in this regard is available on the Company's website at
https://assets.airtel.in/teams/simplvcms/web/docs/Outcome- Jan28BMfinal.pdf.

Capital Market Ratings

As on March 31, 2022, 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.

During the year ended March 31, 2022:

a) CRISIL upgraded its long term ratings of the Company from CRISIL AA
(Stable) to CRISIL AA+(Stable);

b) Short-term ratings were maintained at the highest end of the rating
scale at CRISIL A1+/ IND A1+; and

c) S&P and Moody's revised their outlook to BBB- (Stable) and
to Ba1 (Positive), respectively.

d) Fitch Ratings maintained the rating at BBB- (Negative).

Employee Stock Option Plan

As on March 31, 2022, the Company has two Employee Stock Options
(‘ESOP') schemes namely ‘Employee Stock Option Scheme - 2001' and
‘Employee Stock Option Scheme - 2005'. Besides attracting talent, the ESOP
schemes also helps retain talent and experience to optimise the long-term interest for the
organisation. The HR and Nomination Committee administers and monitors the Company's
ESOP schemes.

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

Pursuant to the provisions of SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 (‘ESOP Regulations'), a disclosure with respect
to ESOP Schemes of the Company as on March 31, 2022 is available on the Company's
website at https://www.airtel.in/about-bharti/eauity/results.

The Board in its meeting held on May 17, 2022, has approved the
revision in the ESOP Scheme 2005 inter-alia including increase in ESOP Pool by 27,460,136
options (i.e. upto 0.50% of the paid-up capital of the Company as on March 31, 2022),
subject to the approval of the shareholders in the AGM. The detailed explanatory statement
in this regard is annexed to the Notice of the ensuing AGM.

During the previous year, there were no material changes in the
aforesaid ESOP Schemes of the Company and the ESOP Schemes are in compliance with ESOP
Regulations. The certificate from Chandrasekaran Associates, Company Secretaries,
certifying that the schemes are implemented in accordance with the ESOP Regulations and
the resolutions passed by the members, is available for inspection by the members in
electronic mode.

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

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

Directors and Key Managerial Personnel Inductions, Re-appointments,
Retirements and Resignations

Pursuant to the provisions of the Companies Act, 2013, Ms. Chua Sock
Koong, Director of the Company, will retire by rotation at the ensuing AGM and being
eligible, offers herself for re-appointment. The Board recommends her re-appointment at
the ensuing AGM.

Mr. Gopal Vittal, the Managing Director & CEO of the Company, will
be completing his present term on January 31, 2023. The Board at its meeting held on May
17, 2022, based on the recommendation of the HR and Nomination Committee and subject to
the approval of shareholders, has re-appointed Mr. Gopal Vittal as Managing Director
designated as Managing Director & CEO of the Company for a further term of five years
w.e.f. February 01, 2023.

Pursuant to the provisions of Sections 149, 161 and other applicable
provisions of the Act and applicable provisions of Listing Regulations, the Board at its
meeting held on May 17, 2022, based on recommendation of the HR and Nomination Committee
and subject to the approval of the shareholders, has appointed Mr. Pradeep Kumar Sinha
(DIN: 00145126) and Mr. Shyamal Mukherjee (DIN: 03024803) as Independent Directors w.e.f.
May 18, 2022 to hold office for a term of five consecutive years i.e. upto May 17, 2027.
The Board recommends their appointment at the ensuing AGM. In the opinion of the Board
they possess requisite qualifications, experience, expertise, proficiency and hold high
standards of integrity.

The Company has received requisite notice(s) from a member under
Section 160 of the Companies Act, 2013 proposing their appointment as Independent
Directors.

Mr. Sunil Bharti Mittal, Chairman was reappointed for a further period
of five years w.e.f October 01, 2021, upon approval of the members at their 26th
AGM held on August 31, 2021.

During the financial year 2021-22, Ms. Nisaba Godrej (DIN: 00591503)
was appointed as an Independent Director on the Board with effect from August 4, 2021 to
hold office for a term of five consecutive years i.e. upto August 3, 2026. Her appointment
has been approved by the shareholders in the 26th Annual General Meeting of the
Company held on August 31, 2021. In the opinion of the Board she possesses requisite
qualifications, experience, expertise, proficiency and holds high standards of integrity.

Brief resume, nature of expertise, disclosure of relationship between
directors inter-se, details of directorships and committee membership 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, is appended as an Annexure to the Notice of the ensuing AGM.

The details of Directors, Key Managerial Personnel (KMPs)
resigned/retired during the financial year 2021-22 are as under:

a) Mr. Craig Edward Ehrlich, Independent Director resigned w.e.f. the
close of business hours on August 03, 2021; and

b) Mr. Badal Bagri, Chief Financial Officer (India and South Asia)
resigned w.e.f. October 08, 2021.

In addition to the above, Mr. Shishir Priyadarshi tendered his
resignation as Independent Director w.e.f. October 31, 2022 (close of business hours) and
Mr. Manish Kejriwal will retire on September 25, 2022 (close of business hours), upon
completion of his second term as Independent Director of the Company. The Board places on
record its sincere appreciation for the valuable contribution made by the
outgoing/retiring Directors.

Based on the recommendation of Audit Committee and HR & Nomination
Committee, the Board has appointed Mr. Soumen Ray as Chief Financial Officer (India and
South Asia) (Key Managerial Personnel under the Act) of the Company w.e.f. December 21,
2021.

Save and except the above, there was no change in the Directors or KMPs
of the Company during the year under review.

Declaration by Independent Directors

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

Board Diversity and Policy on Director's Appointment and
Remuneration

The Board of Directors values the significance of diversity and firmly
believes that diversity of background gender, geographical region, expertise, knowledge
and perspectives, leads to sharper and balanced decision-making and sustainable
development. The Company has an eminent, high-performing and diverse board - comprising
27% Woman Directors. In terms of the requirement of Section 178 of the Act and Listing
Regulations, the Board of Directors has adopted a ‘Policy on Nomination, Remuneration
and Board Diversity' on appointment and remuneration of Directors, Key Managerial
Personnel & 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.

Based on the recommendations of the of HR and Nomination Committee, the
Board of Directors, at its meeting held on May 17, 2022 reviewed and updated the aforesaid
Policy. The policy is aligned with global best practices & international standards and
includes the following features:

a) 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.

b) deferred/variable remuneration (including Long Term incentive) of
Directors, KMPs and members of Senior Management is subject to malus/clawback arrangements
in the manner as specified in the Policy.

The revised policy is available on the Company's website at
https://assets.airtel.in/teams/simplycms/web/docs/BAL-policy-
on-nomination-remuneration-and-board-diversity.pdf.

Annual Board Evaluation and Familiarisation Programme for Board Members

The HR and Nomination Committee has put in place a robust framework for
evaluation of the Board, Board Committees and individual Directors, including Chairman.
During the reporting year, customised questionnaires were circulated, responses were
analysed and the results were subsequently discussed by the Board. Recommendations arising
from this entire process were deliberated upon by the Board for these to be used
constructively in order to enhance its overall effectiveness. 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 a part of the Integrated Annual Report.

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

Board Committees and Meetings of the Board and Board-Committees

In compliance with the statutory requirements, the Company has
mandatory Committees viz. Audit Committee, HR and Nomination Committee, Corporate Social
Responsibility Committee, Risk Management Committee, and Stakeholders' Relationship
Committee. The Company has also established Operating Committees viz. Committee of
Directors and Airtel Corporate Council.

To sharpen Company's focus on Environmental, Social and Governance
agenda and long term stakeholder value creation, the Company constituted Environmental,
Social and Governance (ESG) Committee during the financial year.

In addition to the above, there are other Committees constituted for
special purposes/transactions in the areas of fund raising and restructuring like Special
Committee of Directors for Debt Fund Raising, Special Committee of Directors for
evaluation of stake in Indus Towers Limited, Special Committee of Directors to evaluate
re-organization of Business and Shareholding Structure etc.

All the recommendations made by the Committees of the Board, including
the Audit Committee, were accepted by the Board.

The Board of Directors met 11 times during the previous year. A
detailed update on the Board, its composition, governance of committees including detailed
charter, terms and reference of various Board Committees, number of Board and Committee
meetings held during FY 2021-22 and attendance of the Directors thereat, is provided in
the Report on Corporate Governance, which forms part of the Integrated Annual Report.

Subsidiary, Associate and Joint Venture Companies

As on March 31, 2022, your Company has 108 subsidiaries, 7 associates
and 6 joint ventures.

During the year under review Bharti Airtel Ghana Holdings B.V. Limited,
Airtel Ghana Limited, Airtel Mobile Commerce (Ghana) Limited ceased to be Joint Venture
Companies and Tanzania Towers Limited, Madagascar Towers S.A., Malawi Towers Limited
ceased to be subsidiaries of the Company.

During the financial year 2021-22, the Company acquired 33.33% stake in
Hughes Communications India Private Limited (‘Hughes'). Further, the Company has
acquired 25% equity shares of Lavelle Networks Private Limited (‘Lavelle')
pursuant to the Investment Agreement entered into between the Company and Lavelle.
Accordingly, Hughes and Lavelle became associate companies during the financial year.

Pursuant to Section 129(3) of the Companies Act, 2013, read with Rule 5
of Companies (Accounts) Rules, 2014, a statement containing salient features of financial
statements of subsidiary, associate and joint venture companies in prescribed form AOC-1,
is annexed to the Consolidated Financial Statements of the Company which forms part of the
Annual Report. The said statement also provides the details of performance and financial
position of each subsidiary, associate and joint venture and their contribution to the
overall performance of the Company.

The audited financial statements of each subsidiary, associate and
joint venture companies are available for inspection at the Company's registered
office and at registered offices of the respective companies. The financial statements of
each of the subsidiary companies are also available on the Company's website at
https://www.airtel.com. A copy of the same will also be available electronically for
inspection by the members during the AGM.

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

Auditors and Auditors' Report Statutory Auditors

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

On the recommendation of the Audit Committee, the Board, in its meeting
held on May 17, 2022, subject to the approval of the shareholders, has recommended the
re-appointment of Deloitte Haskins & Sells LLP, Chartered Accountants, (firm
registration number 117366W-W100018) (‘Deloitte') as the Statutory Auditors of
the Company to hold office for a term of further five consecutive years i.e. from the
conclusion of ensuing 27th AGM till the conclusion of 32nd AGM.
Accordingly, the re-appointment of Deloitte as the Company's Statutory Auditors, is
placed for approval of the members at the ensuing AGM. The Company has received a
certificate from Deloitte to the effect that their reappointment, if made, shall be in
accordance with the provisions of Section 141 of the Act.

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

As regards the comments under para i(a) of the Annexure B to the
Independent Auditors' Report regarding updation of quantitative and situation details
relating to certain fixed assets, the Company as per the program of physical verification
of fixed assets to cover all the items over a period of three years, conducted physical
verification of fixed assets during the quarter ended March 31, 2022. The Company is in
the process of updating quantitative and situation details relating to certain fixed
assets which were identified during the physical verification exercise. This same is
expected to be completed by December 2022.

As regards the comments under para i(c) of the Annexure B to the
Independent Auditors' Report regarding no physical verification of customer premises
equipment, bandwidth and certain assets due to their nature or location; the customer
premises equipment are located at subscriber's premises and physical check of the
equipment is generally not possible. As regards the comments under para i(d) of the
Annexure B to the Independent Auditors' Report regarding transfer of title deed in
the name of the Company, the ownership of these properties is transferred and vested in
the name of the Company through merger scheme. The Company is in the process of getting
the title deeds transferred in 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, the auditors have not reported any fraud u/s 143(12) of the
Act.

Internal Auditors and Internal Assurance Partners

The Company has in place a robust Internal Assurance Group (IAG), which
is led by the Chief Internal Auditor and ably supported by reputed independent firms i.e.
Ernst & Young LLP, Chartered Accountants and ANB & Co., Chartered Accountants as
the Internal Assurance Partners. The audit conducted by the Chief Internal Auditor and
Internal Assurance Partners is based on an internal audit plan, which is reviewed each
year by the Audit Committee in consultation with the IAG. 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 work of Internal Assurance Partners is coordinated by the internal
team lead by Chief Internal Auditor. This combination of our internal team and expertise
of reputed independent professional firms (Internal Assurance Partners) ensures
independence as well as effective value addition and protection

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 2022-23.

Cost Auditors

The Board, on the recommendation of the Audit Committee had approved
the appointment of Sanjay Gupta & Associates, Cost Accountants, as Cost Auditors, for
the financial year ending March 31, 2022. The Cost Auditors will submit their report for
FY 202122 within the timeframe prescribed under the Companies Act, 2013 and rules made
thereunder.

The Board, on the recommendation of Audit Committee, has re-appointed
Sanjay Gupta & Associates, Cost Accountants, as Cost Auditors of the Company for FY
2022-23.

Cost Audit report for the FY 2020-21 did not contain any qualification,
reservation, disclaimer or adverse remark.

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

Cost Records

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

Secretarial Auditors

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, 2022. The
Secretarial Auditor has submitted their report, confirming, inter-alia, compliance by the
Company of all the provisions of applicable corporate laws and does not contain any
qualification, reservation, disclaimer or adverse remark.

The Secretarial Audit Report is annexed as Annexure A to the
Board's Report.

The Board, on the recommendation of Audit Committee, has re-appointed
Chandrasekaran Associates, Company Secretaries, New Delhi, as Secretarial Auditors of the
Company for FY 2022-23.

Sustainability Journey

During the year, ESG Committee was formed to sharpen focus towards
Environmental, Sustainability and Governance (ESG) agenda. The ESG Committee will provide
strategic guidance and oversight to the Company's progress on ESG targets,
initiatives and best practices. This will also include initiatives to respond to
challenges posed by climate change through sustainable business practices.

The Company firmly believes that the Information and Communication
Technology (ICT) plays an important role in helping the world move towards low carbon
economy, sustainability growth and community development. The Company's services
leverage the power of ICT by providing the people quality connectivity required to
function in an advancing world. The Company's business model is consistently growing
and thereby contributing to create an inclusive and empowered society. To continue to
achieve this objective, the Company is adopting best practices to include and integrate
sustainable practices in its strategies and operations. Keeping this in mind the
Integrated Annual Report presents both material financial and non-financial aspects our
performance.

The awareness of ESG priorities has become a necessity. At Airtel,
climate change is considered as one of the most critical growing ESG risk. The Company is
committed to reach net zero emissions by 2050, which is in line with Science-Based Target
Initiatives (SBTi) recommendations. The Company had undertaken the materiality assessment
exercise during last reporting year, to understand the environmental, social and
governance (ESG) issues that might impact our business.

The Company strives to provide long-term sustainable value to all its
stakeholders including customers, investors, employees, suppliers, network partners,
channel partners, government & regulatory bodies, communities and NGOs. Apart from
this, we stay customer-obsessed and innovation driven in this digital world.

The Company's sustainability initiatives towards topics that are
material to its stakeholders and to the Company, have also been reported on its website at
https://www.airtel.in/sustainability.

Corporate Social Responsibility

At Airtel, business success is notjust about profits and shareholder
returns. As a good corporate citizen, Airtel is committed to nation building through
impactful interventions. We have been actively undertaking community development
initiatives towards realization of a prosperous society by collaborating with diverse
stakeholders. Giving back to the very community that helps our business thrive and sustain
has been our priority since inception. Airtel has been an early adopter of CSR initiatives
and it established, Bharti Foundation the philanthropic arm of Bharti Enterprises back in
2000, with the objective of transforming the lives of children and youth by proactively
implementing and supporting programs in primary, secondary and higher education as well as
sanitation. Airtel and its subsidiaries have been working relentlessly with Bharti
Foundation and other NGOs since last two decades to pursue wider socio-economic and
cultural objectives and have always endeavoured to not just meet, but try and exceed the
expectations of the communities in which we operate.

Our subsidiaries in Africa are also committed in making a distinctive
and positive impact in the Continent with focus on education, health and wellbeing, and
disaster relief by partnering with governments and non-governmental organizations (NGOs)
and also by reaching out directly to individuals and communities to address their
socio-economic and environmental challenges.

While, in terms of applicable provisions of Section 135 of the
Companies Act, 2013, the Company was not obligated to contribute towards Corporate Social
Responsibility (‘CSR') activities during financial year 2021-22, the Company has
made voluntary CSR contribution of Rs 16.43 Mn during the financial year 2021-22 and also
contributed Rs 14.68 Mn to various other charitable institutions.

The direct subsidiaries of the Company have contributed Rs 324.38 Mn
and associates / joint venture entities have contributed Rs 356.29 Mn towards various CSR
activities, which is in addition to the voluntary CSR contribution of the Company under
Section 135 of Companies Act, 2013. In line with its commitment to address socio-economic
and environmental challenges, our subsidiaries in Africa spent approx. USD 2.2 Mn in the
previous financial year.

The above voluntary and other contribution reflects the Company's
commitment to pursue socio economic and cultural objectives for benefit of society at
large. The Company is committed to build its CSR capabilities on a sustainable basis and
undertake CSR activities as and when the opportunity arises.

As a good corporate citizen, Airtel is committed to nation building
through impactful interventions. Bharti Foundation, the philanthropic arm of Airtel, is a
strong and well governed institution, which undertakes programs towards uplifting
communities by supporting holistic education programs at multiple level. The funding to
Bharti Foundation is based on assessment of its requirements.

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

The CSR Committee of the Directors is in place in terms of Section 135
of the Companies Act, 2013. The details of CSR Committee including composition, terms of
reference etc. are provided in the Report on Corporate Governance, which forms part of
this Integrated Annual Report. The CSR Committee has formulated and recommended to the
Board, a CSR Policy outlining, inter-alia, CSR philosophy of the Company. The said policy
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 u/s 135 of the
Companies Act, 2013 is annexed as Annexure B to the Board's Report.

Integrated Reporting

The Securities and Exchange Board of India ("SEBI") vide
circular no: SEBI/HO/CFD/CMD/CIR/P/2017/10 dated February 06, 2017, had recommended
voluntary adoption of ‘Integrated Reporting' (IR) from 2017-18 by the top 500
listed companies in India. Airtel continues with its integrated reporting journey in the
current fiscal, aligning with its philosophy of being a highly transparent and responsible
corporate citizen. This is the Company's fifth Integrated Report, wherein it is
guided by the principles of International Integrated Reporting Framework developed by the
International Integrated Reporting Council ("IIRC"). The Board acknowledges its
responsibility for the integrity of the report and the information contained therein. The
report encompasses both financial and non-financial information to enable the Members to
take well informed decisions and have a better understanding of the Company's long
term perspective and value creation for all the stakeholders.

Business Responsibility & Sustainability Report

In accordance with the amended Regulation 34(2)(f) of Listing
Regulations read with SEBI Circular no. SEBI/HO/CFD/CMD-2/P/ CIR/2021/562 dated May 10,
2021, the Company has voluntary adopted Business Responsibility & Sustainability
Reporting (BRSR) for the FY 2021-22, describing the initiatives taken by the Company from
environmental, social and governance perspective. In addition, the Company has also
prepared the Business Responsibility Report (BRR) for the FY 2021-22, which is available
on the website of the Company at www.airtel.com.

Management Discussion and Analysis Report

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

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 2021-22, as stipulated under the Listing Regulations, is
annexed as Annexure C to the Board's Report.

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

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

Risk Management

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

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

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

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

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.

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

Detailed discussion on risk management forms part of the Management
Discussion and Analysis under the section ‘Risks and Concerns', which forms part
of this Integrated Annual Report. At present, in the opinion of the Board of Directors,
there are no risks which may threaten the existence of the Company.

Internal Financial Controls and their Adequacy

The Company has established a robust framework for internal financial
controls. It has in place adequate controls, procedures and policies, ensuring orderly and
efficient conduct of its business, including adherence to the Company's policies,
safeguarding of its assets, prevention and detection of frauds and errors, accuracy and
completeness of accounting records and timely preparation of reliable financial
information. During the year, such controls were assessed and no reportable material
weaknesses in the design or operation were observed.

Your Board reviews the internal processes, systems and the internal
financial controls and accordingly, the Directors' Responsibility Statement contains
a confirmation as regards adequacy of the internal financial controls. Assurances on the
effectiveness of Internal Financial Controls is obtained through management reviews,
self-assessment, continuous monitoring by functional heads as well as testing of the
internal financial control systems during the course of audits. We believe that these
systems provide reasonable assurance that our internal financial controls are designed
effectively and are operating as intended.

Compliance Management

The Company has in place a robust automated Compliance Framework based
on the global inventory of all applicable laws and compliance obligations, which are
regularly monitored and updated basis the changing requirements of law. Proactive
automated alerts are sent to compliance owners to ensure compliance within stipulated
timelines. The compliance owners certify the compliance status which is reviewed by
compliance approvers and a consolidated dashboard is presented to the respective Business
Leaders and the Managing Director & CEO. A certificate of compliance of all applicable
laws and regulations along with exceptions report and 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 to regularly
monitor and update the legal notices and court cases.

Other Statutory Disclosures

Vigil Mechanism

Bharti Airtel 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 genuine concerns about unethical conduct that may be in actual or
threatened breach with the Company's Code of Conduct. The Policy is available on the
Company's website at https://assets.
airtel.in/teams/simplycms/web/docs/Code-of-Conduct-2022. pdf.

A brief note on the highlights of the Whistle Blower Policy and
compliance with Code of Conduct including the changes to map it with global best practices
is also provided in the Report on Corporate Governance, which forms part of the Integrated
Annual Report.

Annual Return

In terms of Section 92(3) read with Section 134(3(a) of the Act and
rules thereto, the Annual Return of the Company in Form MGT - 7 for the financial year
ended on as on March 31, 2022 in accordance with Section 92(3) of the Act read with the
Companies (Management and Administration) Rules, 2014, 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.

Prevention of Sexual Harassment at Workplace

In compliance with Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, the Company has an Internal Complaints Committee for
providing a redressal mechanism pertaining to sexual harassment of employees at workplace
and any such incident can be reported to the Internal Complaints Committee. Details
regarding the policy, including the details of the complaints received and disposed off,
are provided in the Report on Corporate Governance and Business Responsibility &
Sustainability Reporting, which form part of this Integrated Annual Report.

Significant and Material Orders

During the financial year 2021-22, there are 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.

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.
Further, 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 3 years.

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

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

Related Party Transactions

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

During the financial year 2021-22, the Company has entered into
material related party transaction with Indus Towers Limited (Joint venture entity) as per
the amended Listing Regulations, pursuant to the shareholder's approval at the
Extra-ordinary General Meeting held on February 26, 2022. Necessary disclosure in form
AOC-2 with respect to the aforesaid transactions, is given in Annexure D of the
Board's Report. Save and except the above, the Company has not entered into any other
arrangement/ transaction with related parties which could be considered material in
accordance with the Company's Policy on Related Party Transactions, read with the
Listing Regulations, during the year under review. 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.

In compliance with the requirement of Listing Regulations, names of
related parties and details of transactions with them have been included in Note no. 33 to
the financial statements provided in this Integrated Annual Report.

To align the Policy on the Related Party Transactions of the Company
with recent amendments in Listing Regulations, the Board at its meeting held on February
8, 2022, on the recommendations of Audit Committee, approved amendments in the said Policy
w.e.f. April 1, 2022. The updated Policy on the Related Party Transactions is available on
the Company's website at https://assets.airtel.in/teams/simplycms/web/docs/ RPT
Policy.pdf.

Energy Conservation, Technology Absorption and Foreign Exchange
Earnings and Outgo

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

Particulars of Employees

Disclosures relating to remuneration of Directors u/s 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 to the Board's Report.

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

Further, none of the Executive Directors of the Company received any
commission from the Company, hence, disclosure under Section 197(14) of the Companies Act,
2013 is not applicable for FY 2021-22.

Directors' Responsibility Statement

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

a) 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) 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 are
provided separately under various Capitals in this Integrated Annual Report.

The Environment, Health and Safety Policy and Human Rights Policy are
available on the website of the Company at https://
www.airtel.in/sustainability-file/embedding-sustainability.

Compliance of Secretarial Standards

Pursuant to the provisions of Section 118 of the Act, during FY 2021-22
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.

Acknowledgements

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

The Directors regret the loss of lives due to COVID-19 pandemic and
extend their deep appreciation to the employees for their continuing support and
unstinting efforts in ensuring an excellent all-round operational performance, despite the
unprecedented challenges posed by the pandemic. The Directors would like to thank Bharti
Telecom Limited, Singapore Telecommunications Ltd. and other shareholders for their
support and contribution. We look forward to their continued support in future.