Bharti Airtel Ltd. — Proxy Solicitation & Information Statement 2024

Dec 27, 2024

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December 27, 2024

National Stock Exchange of India Limited Exchange Plaza, C-1 Block G Bandra Kurla Complex, Bandra (E) Mumbai - 400051, India Symbol: BHARTIARTL/ AIRTELPP

BSE Limited

Phiroze Jeejeebhoy Towers Dalal Street, Mumbai - 400001, India Scrip Code: 532454/ 890157

Sub: Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) - Notice of Postal - Ballot by way of remote e voting

Dear Sir/ Ma'am,

Pursuant to Regulation 30 of SEBI Listing Regulations, please find enclosed a copy of the Postal Ballot Notice (‘Notice’) dated October 28, 2024 as Annexure-A , being sent to the members of the Company. The Notice seeks the approval of members of the Company by way of an Ordinary Resolution through Postal Ballot by way of remote e-voting only for appointment of Mr. Rajan Bharti Mittal as Non-Executive Director w.e.f. October 28, 2024. Detailed explanatory statement setting out the material facts concerning the resolution and detailed instructions for remote e- voting form part of the Notice.

In accordance with the applicable guidelines/ circulars issued by the Ministry of Corporate Affairs (‘MCA Circulars’), the Notice is being sent by email only, to the members whose e-mail addresses are registered with the Depository Participants (‘DP’)/ Depository/ Registrar & Share Transfer Agent of the Company and whose names appear in the Register of Members/ List of Beneficial Owners as received from National Securities Depository Limited and Central Depository Services (India) Limited (collectively referred to as ‘Depositories’) as on Friday, December 20, 2024 (the ‘Cut-off date’) .

The voting rights of the members shall be in proportion to their share in the paid-up equity share capital of the Company as on the Cut-off date. A person who is not a member of the Company as on the Cut-off date, should treat the Notice for information purpose only.

As per the MCA Circulars, physical copies of the Notice, Postal Ballot form and pre-paid business reply envelope are not being sent to members for this Postal Ballot. The members are requested to provide their assent or dissent on the resolution proposed in the Notice, through remote e-voting only.

The Company has engaged KFin Technologies Limited ('KFin') to provide remote e-voting facility to the members. The remote e-voting facility shall commence on Saturday, December 28, 2024 at 9.00 A.M. (IST) and end on Sunday, January 26, 2025 at 5.00 P.M. (IST).

The remote e-voting will not be allowed beyond the aforesaid date & time and the e-voting module shall be forthwith disabled by KFin upon expiry of aforesaid period. Once the vote on the resolution is casted by the member, the same shall not allowed to be changed subsequently.

Bharti Airtel Limited

(a Bharti Enterprise) Regd. Office: Airtel Center, Plot No. 16, Udyog Vihar, Phase-IV, Gurugram - 122015, India Corporate Office: Bharti Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase II, New Delhi - 110070, India T. : +91-124-4222222, F. : +91-124-4248063, Email : compliance.officer@bharti.in, Website : www.airtel.in CIN: L74899HR1995PLC095967

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The members, whose email addresses are not registered, are requested to register the same by following the detailed procedure specified in the Notice. In compliance of the MCA Circulars, the Company has published an advertisement in the newspapers on December 18, 2024 requesting the members to register their email addresses with the Registrar & Share Transfer Agent of the Company/ DPs (as applicable). Further, in line with the Company’s approach towards good corporate governance, a physical communication alongwith the copy of Form ISR-1 and pre-paid self-addressed business reply envelope, is also being sent to such members, for their convenience. A copy of aforesaid physical communication is enclosed herewith as Annexure-B .

• The Notice shall also be made available on the Company’s website at https://www.airtel.in/about bharti/equity/support-and-communication/shareholders-communication.

Please take the above information on record.

Thanking you,

Sincerely yours,

For Bharti Airtel Limited

ROHIT Digitally signed by KRISHAN ROHIT KRISHAN PURI Date: 2024.12.27 PURI 16:23:05 +05'30' Rohit Krishan Puri Joint Company Secretary & Compliance Officer

Encl.: As above

Bharti Airtel Limited

(a Bharti Enterprise) Regd. Office: Airtel Center, Plot No. 16, Udyog Vihar, Phase-IV, Gurugram - 122015, India Corporate Office: Bharti Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase II, New Delhi - 110070, India T. : +91-124-4222222, F. : +91-124-4248063, Email : compliance.officer@bharti.in, Website : www.airtel.in CIN: L74899HR1995PLC095967

Annexure-A

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BHARTI AIRTEL LIMITED

CIN: L74899HR1995PLC095967

Registered Office: Airtel Center, Plot No. 16, Udyog Vihar, Phase-IV, Gurugram - 122015, India Corporate Office: Bharti Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase – II, New Delhi – 110070, India Phone: +91-124-4222222 Fax: +91-124-4248063 Email id: compliance.ofcer@bharti.in Website: www.airtel.in

POSTAL BALLOT NOTICE

Dear Member(s),

Pursuant to the provisions of Section 110 read with Section 108 and all other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 (including any amendment(s), statutory modification(s) or re-enactment(s) thereof), Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Secretarial Standard - 2 on General Meetings issued by the Institute of Company Secretaries of India and any other applicable laws, rules and regulations, Bharti Airtel Limited hereby seeks your approval in respect of the special business as stated in this Notice via Postal Ballot by way of remote e-voting only (‘Postal Ballot’ or ‘e-voting’).

In compliance with the circular issued by the Ministry of Corporate Affairs (‘MCA’) no. 09/2024 dated September 19, 2024, read with general circular no. 20/2020 dated May 5, 2020, 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022 and 09/2023 dated September 25, 2023 (collectively referred to as ‘MCA Circulars’), this Postal Ballot Notice is being sent by email only, to the members whose e-mail addresses are registered with the Depository Participants (‘DP’)/ Depository/ Registrar & Share Transfer Agent of the Company. Further, the assent/ dissent of the members on the resolution proposed in this Notice will be considered only through the remote e-voting system.

Detailed explanatory statement setting out the material facts concerning the resolution and instructions for e-voting, are annexed to this Notice.

Registered Office: Airtel Center, Plot No. 16, Udyog Vihar, Phase-IV, Gurugram, Haryana - 122015, India CIN: L74899HR1995PLC095967 E-mail: compliance.ofcer@bharti.in Date: October 28, 2024 Place: New Delhi

SPECIAL BUSINESS

1. Appointment of Mr. Rajan Bharti Mittal as a NonExecutive Director, liable to retire by rotation

To consider and, if thought fit, pass the following resolution as an Ordinary Resolution:

“Resolved that pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) [including any statutory modification(s) or re-enactment thereof for the time being in force], in accordance with the Articles of Association of the Company, and upon recommendation/ approval of the HR & Nomination Committee and Board of Directors of the Company (hereinafter referred to as the ‘Board’), Mr. Rajan Bharti Mittal (DIN: 00028016), who was appointed by the Board as an Additional Director in the capacity of NonExecutive Director w.e.f. October 28, 2024, be and is hereby appointed as a Non-Executive Director of the Company, liable to retire by rotation.

Resolved further that the Board or any duly constituted committee of the Board, be and is hereby authorized to do all acts, deeds, matters and things as may be deemed necessary and/or expedient in connection therewith or incidental thereto, to give effect to the foregoing resolution.”

By order of the Board For Bharti Airtel Limited

Rohit Krishan Puri Joint Company Secretary & Compliance Officer Membership No: A19779

Address: Bharti Airtel Limited

Bharti Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase-II, New Delhi - 110070, India

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Postal Ballot Notice

NOTES

1. An explanatory statement pursuant to the provisions of Section 102(1) of the Companies Act, 2013 (the ‘Act’), read with the relevant rules made thereunder and Secretarial Standard - 2 on General Meetings issued by the Institute of Company Secretaries of India, setting out the material facts and reasons, in respect of the proposed resolution, is annexed herewith.

2. As per the provisions of Sections 108 and 110 of the Act read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and in terms of SEBI circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020, members are provided the facility to cast their vote on resolution set forth in this Postal Ballot Notice (‘Notice’), through remote e-voting facility (‘remote e-voting’).

3. As per the applicable MCA Circulars, physical copies of the Postal Ballot Notice, Postal Ballot form and pre-paid business reply envelope are not being sent to members for this Postal Ballot. Members are requested to provide their assent or dissent through remote e-voting only. The Company has engaged the services of KFin Technologies Limited (‘KFin’) to provide remote e-voting facility to the members.

4. The cut-off date for the purpose of reckoning the voting rights and sending the Notice is Friday, December 20, 2024 (“Cut-off date”). Only those members whose names are recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the Cut-off date (including those members who may not have received this Notice due to non-registration of their email ID with the Company or DPs) shall be entitled to vote by way of remote e-voting in accordance with the process laid down in this Notice. A person who is not a member/ beneficial owner as on the Cut-off date, should treat this Notice for information purpose only.

5. Those members who have not yet registered their email addresses and consequently, have not received the Notice, are requested to get their email addresses and mobile numbers registered by following the guidelines mentioned below:

• i) Members holding shares in physical mode are hereby notified that pursuant to SEBI’s general circular no SEBI/HO/MIRSD/MIRSD-PoD1/P/CIR/2023/37 dated March 16, 2023, all holders of physical shares can update/ register their contact details including the details of e-mail addresses by submitting the requisite Form ISR-1 with KFin.

  • A physical communication along with Form ISR-1 and pre-paid self-addressed business reply envelope, is also being sent to the members, whose email addresses are not updated in the records. Members holding shares in physical mode are requested to return the duly filled and signed Form ISR-1 along with the supporting documents (as mentioned therein),

in the said pre-paid self-addressed business reply envelope. It may be noted that the postage on the business reply envelope is borne by the Company.

Further, Form ISR-1 can be downloaded at https:// karisma.kfintech.com/downloads/2Form_ISR-1. pdf. and detailed FAQs in this regard can be found at https://ris.kfntech.com/faq.html.

• ii) Members holding shares in dematerialized form are requested to register/ update their e-mail addresses with their respective DPs.

• iii) In case of queries with respect to the aforesaid process, members are requested to write to einward.ris@kfntech.com or call at the toll free number 1800 309 4001.

6. The Notice is available on the Company’s website (https://www.airtel.in/about-bharti/equity/support-andcommunication/shareholders-communication) and on the website of KFin (https://evoting.kfntech.com/public/ Downloads.aspx) and on the website of National Stock Exchange of India Limited (www.nseindia.com) and BSE Limited (www.bseindia.com), in compliance with the MCA Circulars.

7. The remote e-voting facility will be available during the following period:

Commencement of remote e-voting	From 9.00 A.M. (IST) on Saturday, December 28,2024
End of remote e-voting	Upto 5.00 P.M. (IST) on Sunday, January26,2025

The remote e-voting will not be allowed beyond the aforesaid date & time and the e-voting module shall be forthwith disabled by KFin upon expiry of aforesaid period. Once the vote on the resolution is casted by the member, the same shall not allowed to be changed subsequently.

8. The voting rights of members for remote e-voting shall be in proportion to the paid-up value of their shares in the equity share capital of the Company as at close of business hours on the Cut-off date.

9. Members are requested to carefully read the below instructions in connection with remote e-voting:

• a. Pursuant to SEBI circular no. SEBI/HO/CFD/ CMD/ CIR/P/2020/242 dated December 9, 2020, e-voting facility has been enabled for all the individual demat account holders, by way of single login credential, through their demat accounts/ websites of Depositories/ Depository Participants (‘DP’) in order to increase the efficiency of the voting process.

• b. Individual demat account holders would be able to cast their vote without having to register again with the E-voting Service Provider (ESP) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-voting process. Members are advised to update their mobile number and e-mail ID with their DPs to access e-voting facility.

02 Bharti Airtel Limited

Procedure to cast vote through remote e-voting

I) Login and e-voting method for Individual members holding shares of the Company in demat mode:

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Type of shareholder Login Method
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Type of shareholder	Login Method
Individual members holding shares of the Company in demat mode with NSDL	1. User already registered for Internet-based Demat Account Statement (IDeAS) facility: a. Visithttps://eservices.nsdl.com. b. Click on the 'Benefcial Owner' icon under 'Login' under 'IDeAS' section. c. On the new page, enter User ID and Password. Post successful authentication, click on 'Access to e-voting'. d. Click on Company name (i.e. Bharti Airtel Limited) or e-voting service provider (i.e. KFin). The member will be re-directed to KFin’s website for casting the vote during the remote e-voting period. 2. User not registered for IDeAS e-Services: a. To register, click on link:https://eservices.nsdl.com. b. Select 'Register Online for IDeAS' or click athttps://eservices.nsdl.com/SecureWeb/ IdeasDirectReg.jsp. c. Proceed with completing the required felds and follow steps given in Clause 1 above. 3. Accessing the e-voting website of NSDL: a. Open URL:https://www.evoting.nsdl.com/. b. Click on the icon 'Login' which is available under 'Shareholder/ Member/ Creditor' section. c. A new screen will open. Enter User ID (i.e. 16 digit demat account number held with NSDL), Password / OTP and a Verifcation Code as shown on the screen. d. On successful authentication, member will be requested to select the name of the Company and the e-voting service provider’s name, i.e. KFin. e. On successful selection, member will be re-directed to the e-voting page of KFin for casting their vote during the e-voting period.
Individual members holding shares of the Company in demat mode with CDSL	1. Existing user who have opted for Easi/ Easiest: a. Visithttps://web.cdslindia.com/myeasitoken/Home/Loginorwww.cdslindia.com and click on 'Login to - My Easi' (under Quick Links). b. Login with registered user id and password. c. The member will see the e-voting menu. The menu will have links of ESP i.e. KFin e-voting portal. d. Click on e-voting service provider name (i.e. KFin) to cast the vote. 2. Users not registered for Easi/Easiest: a. Option to register is available athttps://web.cdslindia.com/myeasitoken/ Registration/EasiRegistration. b. Proceed with completing the required felds and follow the steps given in point 1 above. 3. Accessing the e-voting website of CDSL: a. Visithttps://evoting.cdslindia.com/Evoting/EvotingLogin. b. Provide the Demat Account Number and PAN. c. System will authenticate user by sending OTP on registered Mobile & Email as recorded in the Demat Account. d. On successful authentication, member will be provided links for the respective e-voting Service Provider i.e. KFin and member will be re-directed to the e-voting page of KFin to cast the vote without any further authentication.

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Postal Ballot Notice

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Type of shareholder Login Method
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Individual members holding	a.	Members can also login using the login credentials of their demat accounts their DP
shares of the Company in		registered with NSDL/ CDSL for e-voting facility.
demat mode - Login through	b.	Once logged-in, members will have to click on e-voting option. Members will then be
their demat account/		redirected to website of NSDL/ CDSL, wherein he/ she can use the e-voting feature.
website of respective Depository Participants (DP’)	c.	Click on options available against company name or e-voting service provider - KFin and member will be redirected to e-voting website of KFin for casting vote during the remote e-voting period without any further authentication.

Note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID/ Password option available at abovementioned websites.

Helpdesk for members for any technical issues related to login through Depository i.e. NSDL and CDSL:

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Login type Helpdesk details
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Shares held with NSDL	Email: evoting@nsdl.co.in Toll free no:11800 1020 990 and 1800 2244 30
Shares held with CDSL	Email: helpdesk.evoting@cdslindia.com Contact no:022-23058738 or 022-23058542/43

• II) Login and e-voting method for members other than Individuals holding shares of the Company in demat mode; and all members holding shares of the Company in physical mode:

• A. Members whose email IDs are registered with the Company/ Depository Participants(s), will receive an email from KFin which will include details of E-Voting Event Number (EVEN), User ID and password. They will have to follow the below process:

• a. Launch internet browser by typing the URL https:// evoting.kfntech.com.

• b. Enter the login credentials (i.e. User ID and password). In case of physical folio, User ID will be EVEN (E-Voting Event Number), followed by folio number. In case of demat account, User ID will be DP ID and Client ID. However, if the member is already registered with KFin for e-voting, the existing User ID and password can be used for casting the vote.

• c. After entering these details appropriately, click on “LOGIN”.

• d. Thereafter, on the password change Menu, the member will be required to mandatorily change the password. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.). The system will prompt to change the password and update the contact details like mobile number, email ID etc. on first login. The member can also enter a secret question and answer thereto to retrieve the password

in future. Please do not share the password with any other person and also take utmost care to keep the password confidential.

• e. Thereafter, the member will need to login again with the new credentials.

• f. On successful login, the system will prompt to select the “EVEN” of “Bharti Airtel Limited” and click on “Submit”. Members are requested to select the respective EVENs (i.e. 8570 for fully-paid equity shares and 8571 for partly-paid equity shares) and vote depending upon their shareholding i.e. either fully paid-up or partly paid-up or both.

• g. On the voting page, enter the number of shares (which represents the number of votes) as on the Cut-off date under “FOR/ AGAINST” or alternatively, enter any partial number in “FOR” and any partial number in “AGAINST” but the total number in “FOR/ AGAINST” taken together shall not exceed the total shareholding of the member as on the Cut-off date. The member may also choose the option “ABSTAIN”. If the member does not indicate either “FOR” or “AGAINST”, it will be treated as “ABSTAIN” and the shares held will not be counted under either head.

• h. Members holding multiple folios/ demat accounts shall complete the voting process separately for each folio/ demat accounts.

• i. The member may then cast the vote by selecting an appropriate option and click on “Submit”.

• j. A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once the member has voted on the resolution, the vote shall not allowed

04 Bharti Airtel Limited

to be modified. During the voting period, members can login any number of times till they have voted on the resolution.

• B. Members whose email addresses are not yet registered with the Company/ DPs and consequently, have not received the email communication from KFin with e-voting login credentials, are requested to get their email addresses and mobile numbers registered by following the procedure laid down in Note no. 5 of this Notice.

Other instructions for remote e-voting

• A. Pursuant to the provisions of Sections 112 and 113 of the Act, representatives of the corporate members may be appointed for the purpose of voting through remote e-voting.

In view of the above, Body corporates/ Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are entitled to appoint authorized representative(s) to cast their votes through remote e-voting. In this regard, such members are required to send a latest certified copy of the Board Resolution/ Authorization Letter/ Power of Attorney authorizing their representative(s) to vote on their behalf through remote e-voting. The said resolution/ letter/ power of attorney shall be sent through registered e-mail ID to the Scrutinizer at support@corp-nexus.com with a copy marked to evoting@kfntech.com.

• B. Any member who has not received/forgotten the User ID and Password, may obtain/generate/ retrieve the same from KFin in the manner as mentioned below:

• i. If the mobile number of the member is registered against Folio No./ DP ID Client ID, the member may send SMS: MYEPWD followed by Folio no or DP ID Client ID to 9212993399.

  • Example for NSDL: MYEPWDIN12345612345678

  • Example for CDSL: MYEPWD1402345612345678

  • Example for Physical holding: MYEPWD1234567890

• ii. If email address or mobile number of the member is registered against Folio no/ DP ID Client ID, then on the home page of https://evoting.kfntech.com/, the member may click “Forgot Password” and he/ she will be redirected to the webpage https://evoting.kfntech. com/common/passwordoptions.aspx and enter Folio no or DP ID Client ID and PAN to generate a new password.

• C. It is strongly recommended to members that they do not share their password with any other person and take utmost care to keep the password confidential.

• D. In case of any query, clarification(s) and/ or grievance(s), in respect of remote e-voting, please refer the “Help” and “F.A.Q’s” sections available at the bottom of the webpage on KFin’s website i.e. https://evoting.kfntech.com/public/ Downloads.aspx or contact Mr. Gopala Krishna KVS, Assistant Vice President, KFin Technologies Limited at evoting@kfntech.com or call on toll free no. 1800-309-4001 for any further clarification.

10. The Board of Directors has appointed Mr. Harish Chawla (Membership no - 9002; CP no - 15492), Partner, CL & Associates, Company Secretaries (‘CLA’), and failing him, Mr. Abhishek Lamba (Membership no – 10489; CP no - 13754), Partner, CLA, as the Scrutinizer to scrutinize the remote e-voting process in a fair and transparent manner and they have communicated their willingness to be appointed and will be available for the said purpose.

11. The Scrutinizer, after scrutinizing the remote e-voting, shall make a report of the votes cast in favour or against, if any, and submit the same to the Chairman or any other person authorised by the Chairman. The Chairman or the Authorized Person shall declare the voting results on or before Tuesday, January 28, 2025. The voting results and scrutinizer’s report shall be available on the website of the Company - -

(https://www.airtel.in/about bharti/equity/support and-communication/shareholders-communication) and on the website of KFin (https://evoting.kfntech.com/ public/Downloads.aspx) and shall also be displayed at the registered office and corporate office of the Company. The results shall simultaneously be communicated to the Stock Exchanges viz. NSE and BSE.

12. The resolution, if passed by the requisite majority, shall be deemed to have been passed as if the same has been passed at a general meeting of the members convened in that behalf on the date of end of remote e-voting facility, i.e. on Sunday, January 26, 2025.

13. All the documents referred to in the Notice, will be available for inspection electronically, without any fee, by the members from the date of circulation of this Notice up till the date of end of remote e-voting facility i.e. Sunday, January 26, 2025. Members seeking to inspect such document(s) can send an email to compliance.ofcer@bharti.in.

14. Pursuant to the provisions of Sections 124 and 125 of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer & Refund) Rules, 2016 (‘IEPF Rules’), the dividend, which remains unclaimed for a period of seven years from the date of transfer to the unpaid dividend account, is required to be transferred to the Investor Education and Protection Fund (‘IEPF’) established by the Central Government. Members may visit the Company’s website at https://www.airtel.in/about-bharti/ equity/shares/unpaid-dividend for tracking details of any unclaimed amounts, pending transfer to IEPF.

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Postal Ballot Notice

15. As per Section 124 of the Act read with the IEPF Rules, the shares on which dividend remains unclaimed for seven consecutive years or more are required to be transferred to the IEPF. Accordingly, during the financial year 2024-25, the Company has transferred 14,219 equity shares to the IEPF. The shareholders whose equity shares are transferred to the IEPF can request the Company / RTA as per the prescribed provisions for claiming the shares out of the IEPF. The process for claiming the equity shares out of the IEPF is also available on the Company’s website at https://www.airtel. in/about-bharti/equity/support-and-communication.

16. Please also note that SEBI, vide circular no. SEBI/HO/OIAE/ OIAE_IAD-1/P/CIR/2023/131 dated July 31, 2023 read with circular no. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/135 dated August 4, 2023 and circular no. SEBI/HO/OIAE/ OIAE_IAD-3/P/CIR/2023/191 dated December 20, 2023, had issued guidelines towards an additional mechanism for investors to resolve their grievances by way of Online Dispute Resolution (‘ODR’) through a common ODR portal. Please note, post exhausting the option to resolve their grievance with the Company/ its RTA directly and through existing SCORES platform, the investors can initiate dispute resolution through the ODR portal (https://smartodr.in/ login).

06 Bharti Airtel Limited

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item no. 1

In terms of Clause 104 of the Articles of Association of the Company, Bharti Telecom Limited (‘Bharti Telecom’) nominated Mr. Rajan Bharti Mittal on the Board of the Company. Accordingly, pursuant to the aforesaid nomination and on the recommendations of the HR & Nomination Committee, the Board of Directors (‘Board’) of the Company, at its meeting held on October 28, 2024, approved the appointment of Mr. Rajan Bharti Mittal (DIN: 00028106) as an Additional Director w.e.f. October 28, 2024 and to hold office as a Non-Executive Director (liable to retire by rotation), subject to the approval of the members of the Company.

Detailed profile of Mr. Rajan Bharti Mittal is as under, which is also available on the Company’s website at https://www.airtel.in/ about-bharti/equity/corporate-governance :

“Rajan Bharti Mittal is the Vice-Chairman of Bharti Enterprises, one of India’s leading conglomerates with diversified interests in Telecom, Space Communications, Digital Solutions, Financial Services, Real Estate, in addition to other ventures. Bharti has joint ventures with several global leaders: Singtel, SoftBank, the UK and French Government amongst others. Rajan is also a NonExecutive Director on the Boards of Bharti Airtel and Indus Towers along with being Managing Director at Bharti Land.

Bharti Airtel, the flagship company of Bharti Enterprises, is a global telecommunications company with operations in 15 countries across India and Africa. The company also has its presence in Bangladesh and Sri Lanka through its associate entities. The company ranks amongst the top three mobile operators globally and its mobile network covers a population of over two billion people. Airtel is India’s largest integrated telecom provider and the second largest mobile operator in Sub-Saharan Africa. Airtel serves over half a billion customers across its operations.

Born in 1960, Rajan joined Bharti Enterprises after graduating from Panjab University. An alumnus of Harvard Business School, he is actively involved in overseeing the activities of the group at the corporate level. With his rich experience in the marketing function, he is also involved in many of the new business ventures of the Group.

Rajan serves as a member of several industry associations and policymaking bodies. He is currently an Honorary Member at the Board of Trustees of Brookings Institution, the world’s oldest and most prestigious think tank and a member of the President’s Council on International Activities (PCIA), Yale University. Additionally, he is an Independent Director on the Boards of companies like Marico and Global Health Limited.

Rajan is amongst the Champions of EDISON Alliance at the World Economic Forum (WEF) - a cross-sector platform to accelerate collaborative action for digital inclusion. Rajan is a leading member of the WEF initiative on Alliance of CEO Climate Action Leaders India - a high-level platform for business leaders to support concrete plans and ideas to step up India’s climate action and green transition efforts. He is also a member of the India-Singapore CEO Forum.

He served as the President of the Federation of Indian Chambers of Commerce and Industry (FICCI) for the year 2009 - 2010 and is currently a Member of its Executive & Steering Committees. He was also President of the International Chamber of Commerce (ICC) India in 2012-13. Rajan has been the President of Association of Basic Telecom Operators (now known as Association of Unified Telecom Service Providers of India - AUSPI) for 1999-2000.

Rajan has been honored with the “Indian Business Leader of the Year Award 2011” by Horasis, The Global Visions Community and has also been awarded the “Leonardo International Prize 2012” by Comitato Leonardo, the Italian Quality Committee.”

While considering the appointment of Mr. Rajan Bharti Mittal, the Board noted his earlier association as Board member of the Company from July, 1995 to January, 2016. The Board also acknowledges that Mr. Rajan Bharti Mittal possesses expertise in various fields including Strategic Leadership and Management, Governance, Public Policy, Technology, Financial and Risk Management, Sustainability and ESG, in addition to his vast understanding and experience of Telecom industry and global business. The Board believes that Mr. Rajan Bharti Mittal brings immense value to the Board. Accordingly, the Board recommends the Ordinary Resolution set out at item no. 1 of this Notice for approval of the members.

In terms of Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), the consent of members for appointment of Board member is to be obtained at the next general meeting or within a period of three months from the date of appointment, whichever is earlier. Accordingly, the approval of the members is being sought for the appointment of Mr. Rajan Bharti Mittal as the Non-Executive Director of the Company, liable to retire by rotation, by way of this Postal Ballot.

Mr. Rajan Bharti Mittal has given his consent to act as a director of the Company and submitted the required declarations to the Company confirming that (i) he is not disqualified from being appointed as a director in terms of Section 164 of the Companies Act, 2013 (‘Act’); and (ii) he is a not debarred from holding office of director pursuant to any order of SEBI, Ministry of Corporate Affairs or any such other Statutory Authority.

The Company has also received a notice under Section 160 of the Act from a member proposing the candidature of Mr. Rajan Bharti Mittal as Non-Executive Director of the Company as per the applicable provisions of the Act.

As a Non-Executive Director, Mr. Rajan Bharti Mittal shall be entitled to the remuneration in the form of commission which shall be governed by Company’s Policy on Nomination, Remuneration and Board Diversity and approval of the Board and members (as applicable) from time to time.

07

Postal Ballot Notice

The requisite details and information pursuant to Regulation 36(3) of SEBI Listing Regulations, the Act and Secretarial Standards, as on the date of Notice, are enclosed hereto.

Save and except Mr. Rajan Bharti Mittal, Mr. Sunil Bharti Mittal and their relatives, to the extent of their shareholding, if any in the

Registered Office:

Airtel Center, Plot No. 16, Udyog Vihar, Phase-IV, Gurugram, Haryana - 122015, India CIN: L74899HR1995PLC095967 E-mail: compliance.ofcer@bharti.in

Date: October 28, 2024 Place: New Delhi

Company and to the extent of remuneration to be drawn by Mr. Rajan Bharti Mittal from the Company, none of the Directors or Key Managerial Personnel of the Company or their relatives, are in any way concerned or interested, financially or otherwise, in the resolution as set out at item no. 1 of this Notice.

By order of the Board For Bharti Airtel Limited

Rohit Krishan Puri Joint Company Secretary & Compliance Officer Membership No: A19779

Address: Bharti Airtel Limited Bharti Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase-II, New Delhi - 110070, India

08 Bharti Airtel Limited

Details pursuant to Regulation 36(3) of SEBI Listing Regulations, applicable provisions of the Act and Secretarial Standard-2, as on the date of Notice:

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Particulars Details
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Name	Mr. Rajan Bharti Mittal
DIN	00028016
Date of Birth	January 5, 1960
Age (in years) as on the date of this Notice	64 years
Original date of appointment in current term	October 28, 2024
Qualifcations	 Bachelor of Arts, SCD Government College (Panjab University)  OPM 36, Harvard University
Experience and expertise in specifc functional area	 Strategic Leadership and Management  Industry & Sector experience  Global Business/ International Business  Sustainability & ESG  Governance  Public Policy  Financial and Risk Management  Technology
Shareholding in Bharti Airtel Limited including shareholding as a benefcial owner	Nil
Terms and conditions of re-appointment and remuneration sought to be paid	As per Company’s Policy on Nomination, Remuneration and Board Diversity (available on the Company’s website athttps://assets.airtel.in/static-assets/ cms/investor/docs/BAL-policy-on-nomination-remuneration-and-board- diversity.pdf)
No of Board Meetings attended during FY 2024-25 (till the date of this Notice)	1 out of 1 (i.e. 100% attendance)
Remuneration drawn during FY 2023-24	Not Applicable
Relationship with other Directors, Managers and Other Key Managerial Personnel	Brother of Mr. Sunil Bharti Mittal, Chairman
Directorships held in other companies in India including equity listed companies in India	 Indus Towers Limited (Equity Listed Company)  Global Health Limited (Equity Listed Company)  Marico Limited (Equity Listed Company)  Bharti Telecom Limited  Bharti Land Limited  Bharti Enterprises (Holding) Private Limited  Bharti Overseas Private Limited  Bharti (RBM) Holdings Private Limited  Bharti (RBM) Resources Private Limited  Bharti (RBM) Trustees Private Limited  Bharti (RBM) Services Private Limited  Bharti RBM Trustees II Private Limited  Bharti RBM Trustees S1 Private Limited  Bharti RBM Trustees S2 Private Limited  Bharti (Satya) Trustees Private Limited  Satya Bharti Foundation

09

Postal Ballot Notice

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Particulars Details
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Membership/ Chairmanship of committees in Indian Companies

 Bharti Airtel Limited  Chairman, Stakeholders’ Relationship Committee  Chairman, Corporate Social Responsibility Committee  Chairman, Committee of Directors  Member, HR & Nomination Committee  Member, Risk Management Committee  Member, Environmental, Social and Governance Committee  Indus Towers Limited  Member, HR, Nomination and Remuneration Committee  Member, Stakeholders’ Relationship Committee  Member, Corporate Social Responsibility Committee  Marico Limited  Member, Nomination and Remuneration Committee  Global Health Limited  Member, Nomination and Remuneration Committee  Member, Stakeholders’ Relationship Committee  Member, Corporate Social Responsibility Committee  Bharti Telecom Limited  Chairman, Audit Committee  Chairman, Nomination and Remuneration Committee  Chairman, Stakeholders’ Relationship Committee  Chairman, Corporate Social Responsibility Committee  Chairman, Committee of Directors  Member, Group Risk Management Committee  Member, Asset Liability Committee  Bharti Enterprises (Holding) Private Limited  Member, Corporate Social Responsibility Committee  Bharti (RBM) Holdings Private Limited  Chairman, Corporate Social Responsibility Committee

Equity listed entities in India from which the person has resigned in past three years

None

10

Bharti Airtel Limited

Annexure-B

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Bharti Airtel Limited

CIN : L74899HR1995PLC095967 Registered Office : Airtel Center, Plot No. 16, Udyog Vihar, Phase-IV, Gurugram-122015, India Corporate Office : Bharti Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase – II, New Delhi – 110070, India Phone : +91-124-4222222 Fax : +91-124-4248063 Email id : compliance.ofcer@bharti.in Website : www.airtel.in

Date : December 27, 2024

Sub: Bharti Airtel Limited - Passing of resolution through Postal Ballot/ remote e-voting and request to register email address Dear Member,

Notice is hereby given that pursuant to the provisions of Section 110 read with Section 108 and all other applicable provisions, if any, of the Companies Act, 2013 (the ‘ Act ’) read with Companies (Management and Administration) Rules, 2014, (including any amendment(s), statutory modification(s), or reenactment(s) thereof) and in accordance with the guidelines issued by the Ministry of Corporate Affairs for holding general meetings /conducting the postal ballot through remote e-voting vide general circulars issued from time to time (‘ MCA circulars ’), Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Secretarial Standard - 2 on General Meetings issued by the Institute of Company Secretaries of India and any other applicable laws, rules and regulations, approval of the members is being sought for “Appointment of Mr. Rajan Bharti Mittal as a Non-Executive Director, liable to retire by rotation” via Postal Ballot by way of remote e-voting only (‘Postal Ballot’ or ‘e-voting’) .

In compliance with the MCA Circulars, the Postal Ballot Notice (‘ Notice ’) has been sent by email only, to the members whose e-mail addresses are registered with the Company or Depository Participant(s) (‘ DPs ’) or KFin Technologies Limited (‘ KFin ’), the Registrar and Share Transfer Agent (‘ RTA ’) of the Company and whose names appear in the Register of Members or in the Register of Beneficial Owners received from the National Securities Depository Limited and Central Depository Services (India) Limited (the ‘Depositories’) as on the Cut-off date i.e. Friday, December 20, 2024 (‘ Cut-off Date ’). Therefore, physical copies of the Notice, Postal Ballot form and pre-paid business reply envelope are not being sent to members for this Postal Ballot. Members are requested to provide their assent or dissent through remote e-voting only . Detailed explanatory statement setting out the material facts concerning the resolution and instructions for remote e-voting form part of the Notice which is available on the Company’s website (https://www.airtel.in/about-bharti/equity/support-and-communication/shareholders-communication), on the website of KFin (https://evoting.kfntech.com/showallevents.aspx), on the website of National Stock Exchange of India Limited (www.nseindia.com) and BSE Limited (www.bseindia.com).

Please note that as per the Register of Members and Register of Beneficial Owners received from Depositories as on the Cut-off date, your e-mail address(es) are not registered with the Company/ DPs/ KFin. Therefore, the Company was unable to send you the Notice in terms of MCA Circulars.

To receive the Notice and participate in the ongoing Postal Ballot activity and to receive the Annual Reports, notice of general meetings and other shareholders’ communications etc. in future, you are hereby requested to get your email address(es) registered by following the below guidelines:

• (i) Members holding shares in physical mode are hereby notified that pursuant to SEBI’s general circular no. SEBI/HO/MIRSD/MIRSD-PoD1/P/ CIR/2023/37 dated March 16, 2023, all holders of physical shares can update/ register their contact details including the details of e-mail addresses by submitting the requisite Form ISR-1 with KFin. Form ISR-1 and pre-paid self-addressed business reply envelope, are enclosed with this communication. Members holding shares is physical mode are requested to return the duly filled and signed Form ISR-1 along with the supporting documents (as mentioned therein), in the attached pre-paid self-addressed business reply envelope. It may be noted that the postage on the business reply envelope is borne by the Company . Form ISR-1 can be downloaded at https://karisma.kfntech.com/downloads/2Form_ISR-1.pdf. and detailed FAQs in this regard can be found at https://ris.kfntech.com/faq.html.

(ii) Members holding shares in dematerialized form are requested to register/ update their e-mail addresses with their respective DPs.

In case if you have any queries or need any assistance in this regard, please contact:

|Bharti Airtel Limited
Bharti Crescent , 1 Nelson Mandela Marg, Vasant Kunj, Phase-II,
New Delhi - 110070, India
Phone No.-+91-11-46666100; 42666500
E-mail:compliance.ofcer@bharti.in| Website:www.airtel.in|KFin Technologies Limited (Unit: Bharti Airtel Limited)
Selenium Building, Tower B, Plot 31-32, Gachibowli, Financial District,
Nanakramguda, Hyderabad - 500032, India
Tel.No.: 040-67162222 | Toll free no.: 1800-309-4001
Email:einward.ris@kfntech.com| Website:www.kfntech.com|
|---|---|

Please also note that pursuant to the provisions of Section 124 and 125 of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer & Refund) Rules, 2016 (‘ IEPF Rules ’), the dividend, which remains unclaimed for a period of seven years from the date of transfer to the unpaid dividend account, is required to be transferred to the Investor Education and Protection Fund (‘ IEPF ’) established by the Central Government. Members may visit the Company’s website at https://www.airtel.in/about-bharti/equity/shares/unpaid-dividend for tracking details of any unclaimed amounts, pending transfer to IEPF. Further, as per Section 124 of the Act read with the IEPF Rules, the shares on which dividend remains unclaimed for seven consecutive years or more, are required to be transferred to the IEPF. Accordingly, during the financial year 2024-25, the Company has transferred 14,219 equity shares to the IEPF. The members whose equity shares are transferred to the IEPF can request the Company/ RTA as per the prescribed provisions for claiming the shares out of the IEPF. The process for claiming the equity shares out of the IEPF is also available on the Company’s website at https://www.airtel.in/about-bharti/equity/support-and-communication.

Please further note that SEBI, vide circular no. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/131 dated July 31, 2023 read with circular no. SEBI/HO/ OIAE/OIAE_IAD-1/P/CIR/2023/135 dated August 4, 2023, read with SEBI/HO/OIAE/OIAE_IAD-3/P/CIR/2023/191 dated December 20, 2023, had issued guidelines towards an additional mechanism for investors to resolve their grievances by way of Online Dispute Resolution (‘ODR’) through a common ODR portal. Please note, post exhausting the option to resolve their grievance with the Company/ its Registrar and Share Transfer Agent directly and through existing SCORES platform, the members can initiate dispute resolution through the ODR portal (https://smartodr.in/login).

Assuring you best of the services.

Thanking you, Yours faithfully, For Bharti Airtel Limited

Sd/-

Rohit Krishan Puri Joint Company Secretary & Compliance Officer

Form ISR – 1 REQUEST FOR REGISTERING PAN, KYC DETAILS OR CHANGES / UPDATION THEREOF

[For Securities (Shares / Debentures / Bonds, etc.) of listed companies held in physical form]

Date: / /______

• A. I / We request you to Register / Change / Update the following (Tick  relevant box)

B.

C.

PAN Bank details Signature Mobile Number E-mail ID Address	PAN Bank details Signature Mobile Number E-mail ID Address	PAN Bank details Signature Mobile Number E-mail ID Address	PAN Bank details Signature Mobile Number E-mail ID Address	PAN Bank details Signature Mobile Number E-mail ID Address	PAN Bank details Signature Mobile Number E-mail ID Address	PAN Bank details Signature Mobile Number E-mail ID Address	PAN Bank details Signature Mobile Number E-mail ID Address	PAN Bank details Signature Mobile Number E-mail ID Address	PAN Bank details Signature Mobile Number E-mail ID Address	PAN Bank details Signature Mobile Number E-mail ID Address	PAN Bank details Signature Mobile Number E-mail ID Address	PAN Bank details Signature Mobile Number E-mail ID Address	PAN Bank details Signature Mobile Number E-mail ID Address	PAN Bank details Signature Mobile Number E-mail ID Address	PAN Bank details Signature Mobile Number E-mail ID Address	PAN Bank details Signature Mobile Number E-mail ID Address	PAN Bank details Signature Mobile Number E-mail ID Address	PAN Bank details Signature Mobile Number E-mail ID Address	PAN Bank details Signature Mobile Number E-mail ID Address	PAN Bank details Signature Mobile Number E-mail ID Address	PAN Bank details Signature Mobile Number E-mail ID Address	PAN Bank details Signature Mobile Number E-mail ID Address
Security details:
Name of the Issuer Company			Folio No.
Name (s) of the Security holder(s) as per the certifcate(s)			1. 2. 3.
Name & Face value of securities
Distinctive number of securities (Optional)			From To
I / We are submitting documents as per Table below(tickrelevant, refer to the instructions):
Document / Information / Details							Instruction / Remarks
1	PAN of(all)the(joint)holder(s)
	PAN Whether it is Valid (linked to Aadhaar): Yes No
		PAN shall be valid only if it
2	Demat Account Number (Optional)
		Alsoprovide Client Master
3	Proof of Address of the frst holder	Any one of the documents:only if there is change in the address; Unique Identifcation Number (UID) (Aadhaar). Client Master List (CML) of the Demat Account of the holder/ claimant, provided by the Depository Participant. Valid Passport/ Registered Lease or Sale Agreement of Residence / Driving License Flat Maintenance bill accompanied with self-attested copy of identity proof of the holding/ claimant. Utility bills like Telephone Bill (only land line), Electricity bill or Gas bill - Not more than 3 months old. Identity card / document with address, issued by any of the following: Central/State Government and its Departments, Statutory / Regulatory Authorities, Public Sector Undertakings, Scheduled Commercial Banks, Public Financial Institutions duly attested by the employer with the date and organization stamp. For FII / sub account, Power of Attorney given by FII / sub-account to the Custodians (which are duly notarized and / or apostilled or consularised) that gives the registered address should be taken. The proof of address in the name of the spouse accompanied with self-attested copy of identity proof of the spouse.
4	Bank details	Account Number# : ___________ Bank Name : __________ Branch Name : __________ IFS Code : _______________ Provide the following Original cancelled cheque with name of security holder printed on itOR Bank Passbook or Bank Statement attested by the Bank
5	E-mail Address#
6	Mobile#

• or any date as may be specified by the CBDT

In case it is not provided, the details available in the CML will be updated in the folio

Authorization : I/ We authorise you (RTA) to update the above PAN and KYC details in following additional folio(s) held in my / our name (use Separate Annexure if extra space is required):

Authorization: I/ We space is required):	authorise you (RTA) to update the above PAN an	authorise you (RTA) to update the above PAN an	authorise you (RTA) to update the above PAN an	authorise you (RTA) to update the above PAN an	authorise you (RTA) to update the above PAN an	authorise you (RTA) to update the above PAN an	authorise you (RTA) to update the above PAN an	d KYC details in following additional folio(s) held i	d KYC details in following additional folio(s) held i	d KYC details in following additional folio(s) held i	d KYC details in following additional folio(s) held i	d KYC details in following additional folio(s) held i	d KYC details in following additional folio(s) held i	d KYC details in following additional folio(s) held i	n my / our name (use Separate Annexure if extra	n my / our name (use Separate Annexure if extra	n my / our name (use Separate Annexure if extra	n my / our name (use Separate Annexure if extra	n my / our name (use Separate Annexure if extra	n my / our name (use Separate Annexure if extra	n my / our name (use Separate Annexure if extra
	Holder 1							Holder 2							Holder 3
Signature	
Name	
Full address	
PIN

Declaration : All the above facts stated are true and correct.

Important Notes:

1. Mandatory documents for processing of any service request: PAN, KYC details (Contact details, Bank Account Details, Signature) and Nomination (for all the eligible folios).

2. Mode of submission of ISR-1 to RTA: Through (a) In-person verification (b) Post (self-attested documents); and (c) Email or through RTA’s service portal with e-sign on all documents.