Corporate Governance 

Bharti Airtel Limited firmly believes in the principles of Corporate Governance and is committed
to conduct its business in a manner, which will ensure sustainable, capital-efficient and long-term
growth thereby maximising value for its shareholders, customers, employees and society at large.
Company’s policies are in line with Corporate Governance guidelines prescribed under Listing
Agreement/s with Stock Exchanges and the Company ensures that various disclosures
requirements are complied in ‘letter and spirit’ for effective Corporate Governance. 

During the financial year 2003-04, your Company was assigned highest Governance and Value
Creation (GVC) rating viz. ‘Level 1’ rating by CRISIL, which indicates that the company’s
capability with respect to creating wealth for all its stakeholders is the highest, while adopting
sound Corporate Governance practices.This rating was re-affirmed by CRISIL on April 20,2006.
Board of Directors  

The  board of directors of the Company has an optimum mix of executive and non-executive 
directors,  which  consists  of  one executive and thirteen non-executive directors.The  Chairman
and  Managing  Director,  Mr.  Sunil  Bharti  Mittal, is an Executive Director and the number of
Independent Directors on the Board is 50%  of  the  total  board  strength.  The  independence  of
a director is determined  on  the  basis  that  such director does not have any material pecuniary 
relationship with the Company, its promoters or its management, which may affect the
independence of the judgment of a Director. The  board  members  possess  requisite  skills, 
experience and expertise required to take decisions, which are in the best interest of the
Company.

The composition of the Board is as under:

»  Sunil Bharti
Mittal
»  Rajan Bharti
Mittal
»  Akhil
Gupta
»  Rakesh Bharti
Mittal
»  Chua Sock
Koong
»  N.
Kumar
»  Craig
Ehrlich
»  Pulak Chandan
Prasad
»  Ajay
Lal
»  Arun Bharat
Ram
»  Lim Chuan
Poh
»  Tan Yong
Choo
»  Nikesh
Arora
»  Manoj
Kohli

Bharti Airtel Limited - A Brief Profile

Our Vision
By 2010 Airtel will be the most admired brand in India:
Loved by more customers
Targeted by top talent
Benchmarked by more business.
About Bharti Airtel
We are one of world’s leading providers of telecommunication services with presence in
all the 22 licensed
jurisdictions (also known as Telecom Circles) in India, and operations in Srilanka,
Bangladesh and now in Africa. We
served an aggregate of 183,371,520 customers as of June 30, 2010; of whom
176,974,680 subscribe to our GSM
services and 3,243,761 use our Telemedia Services either for voice and/or broadband
access delivered through
DSL. We are the largest wireless service provider in India, based on the number of
customers as of June 30, 2010.
We offer an integrated suite of telecom solutions to our enterprise customers, in addition
to providing long distance
connectivity both nationally and internationally. We also offer DTH and IPTV Services.
All these services are
rendered under a unified brand “Airtel”.
The company also deploys, owns and manages passive infrastructure pertaining to
telecom operations under its
subsidiary Bharti Infratel Limited. Bharti Infratel owns 42% of Indus Towers Limited.
Bharti Infratel and Indus Towers
are the two top providers of passive infrastructure services in India.
Partners
Mobile Services Nokia Siemens, Ericsson, Huawei
Network Equipment Telemedia & Long Distance
Services
Nokia Siemens, Juniper, Cisco, Alcatel Lucent,
ECI, Tellabs
Information Technology IBM
Call Centre Operations
IBM Daksh, Hinduja TMT, Teleperformance,
Mphasis, Firstsource & Aegis
Equity Partner {Strategic} Singtel
Board Of Directors
Sunil Bharti Mittal Chairman and Managing Director
Manoj Kohli Joint Managing Director
Akhil Gupta Non Executive Director
Chua Sock Koong Non Executive Director
Lim Chuan Poh Non Executive Director
Tan Yong Choo Non Executive Director
Rajan Bharti Mittal Non Executive Director
Rakesh Bharti Mittal Non Executive Director
Craig Ehrlich Independent Non Executive Director
Ajay Lal Independent Non Executive Director
Arun Bharat Ram Independent Non Executive Director
Bashir Abdulla Currimjee Independent Non Executive Director
Mauro Sentinelli Independent Non Executive Director
N.Kumar Independent Non Executive Director
Nikesh Arora Independent Non Executive Director
Pulak Chandan Prasad Independent Non Executive Director
Exchange Listings
The Stock Exchange, Mumbai (BSE)
The National Stock Exchange Of India Limited (NSE)
Few Key Milestones
Date of Incorporation July 07, 1995
First private operator to offer fixed line telephony June 04, 1998
Became a public limited company in India February 18, 2002
First telecom company to have an all India mobile footprint
(Presence in all 23 telecom circles in India)
March 30, 2005
Bharti Airtel Limited - A Brief Profile
Bharti Airtel – Performance At A Glance
IFRS IFRS IFRS IFRS IFRS
2007 2008 2009 2010 Sep 2009 Dec 2009 Mar 2010 Jun 2010
Operating Highlights
Total Customer Base 000’s 39,013 64,268 97,594 137,013 115,837 125,263 137,013
183,372
Total Minutes on Network Mn Min 176,679 314,504 506,070 643,109 151,745 160,964
182,001 206,213
Network Sites Nos 39,224 69,141 93,368 107,443 100,320 103,050 107,443 118,963
Total Employees Nos 20,314 25,543 24,538 18,354 18,598 18,201 18,354 24,843
No. of countries of operation Nos 1 1 2 3 2 2 3 18
Population Covered bn 1.13 1.14 1.18 1.36 1.18 1.18 1.36 1.82
Consolidated Financials
Revenue Rs mn 185,196 270,250 369,615 418,472 103,785 103,053 107,491 122,308
EBITDA before Acquisition Related Cost Rs mn 74,508 113,715 151,678 168,609
43,007 40,823 41,805 45,122
Acquisition Related Cost Rs mn - - - 976 - - 976 982
EBITDA after Acquisition Related Cost Rs mn 74,508 113,715 151,678 167,633 43,007
40,823 40,829 44,140
Cash profit from operations before Derivative &
Exchange Fluctuations
Rs mn 71,210 110,579 151,990 162,301 41,675 39,566 39,588 42,103
Cash profit from operations after Derivative &
Exchange Fluctuations
Rs mn 73,070 111,374 140,065 167,455 40,924 41,088 41,185 39,942
Profit / (Loss) before Tax Rs mn 48,860 76,537 93,073 105,091 25,860 25,336 24,411
20,719
Net income Rs mn 42,571 67,008 84,699 89,768 22,630 21,949 20,443 16,816
Net Debt Rs mn 42,306 42,057 69,635 23,920 69,215 47,733 23,920 602,308
Shareholder's Equity Rs mn 135,553 217,042 303,945 421,940 354,118 376,921
421,940 435,037
Consolidated Financials
Revenue US$ Mn 4,297 6,753 7,254 9,271 2,160 2,208 2,381 2,625
EBITDA before Acquisition Related Cost US$ Mn 1,729 2,841 2,977 3,735 895 875 926
968
Acquisition Related Cost US$ Mn - - - 22 - - 22 21
EBITDA after Acquisition Related Cost US$ Mn 1,729 2,841 2,977 3,714 895 875 904
947
Cash profit from operations before Derivative &
Exchange Fluctuations
US$ Mn 1,652 2,763 2,983 3,595 867 848 877 904
Cash profit from operations after Derivative &
Exchange Fluctuations
US$ Mn 1,695 2,783 2,749 3,710 852 880 912 857
Profit / (Loss) before Tax US$ Mn 1,134 1,912 1,827 2,328 538 543 541 445
Net income US$ Mn 988 1,674 1,662 1,989 471 470 453 361
Net Debt US$ Mn 982 1,051 1,367 530 1,441 1,023 530 12,925
Shareholder's Equity US$ Mn 3,145 5,423 5,966 9,347 7,371 8,075 9,347 9,336
Key Ratios
Underlying EBITDA Margin2 % 40.2% 42.1% 41.0% 40.3% 41.4% 39.6% 38.9% 36.9%
Net Profit Margin % 23.0% 24.8% 22.9% 21.5% 21.8% 21.3% 19.0% 13.7%
Net Debt to Funded Equity Ratio Times 0.31 0.19 0.23 0.06 0.20 0.13 0.06 1.38
Return on Shareholder's Equity % 37.4% 38.0% 32.5% 29.0% 29.6% 27.6% 25.1%
21.3%
Return on Capital employed % 28.2% 31.7% 30.4% 24.4% 25.7% 23.7% 21.6% 18.4%
Particulars UNITS
Full Year Ended Quarter Ended
USGAAP
1. Exchange rate for Rupee conversion to US$ is (a) Rs. 43.10 for the financial year ended
March 31, 2007 (b) Rs. 40.02 for the financial year ended
March 31, 2008 (c) Rs.50.95 for the financial year ended March 31, 2009 (d) Rs. 48.04 for the
quarter ended September 30, 2009, (e) Rs. 46.68 for
the quarter ended December 31, 2009 (f) Rs. 45.14 for the quarter ended March 31, 2010, (g)
Rs. 46.60 for the quarter ended June 30, 2010 being the
RBI Reference rate as announced by The Reserve Bank of India at the end of the respective
periods.
2. Underlying EBITDA Margin is computed before acquisition related costs, of Rs. 976 mn for
the quarter ended March 31, 2010 and full year ended
March 31, 2010, and of Rs. 982 mn for the quarter ended June 30, 2010.
Mobile Services
Airtel is the name of the company's mobile services brand. It operates in 19 countries
and the Channel Islands. It is the 5th largest mobile operator in the world in terms of
subscriber base. Airtel's network consists of 3G and 2G services depending on the
country of operation.
Airtel
In India, the company's mobile service is branded as Airtel. It has nationwide presence
and is the market leader with a market share of 30.07% (as of May 2010).

On 19 October 2004, Airtel announced the launch of a BlackBerry Wireless Solution in

India. The launch is a result of a tie-up between Bharti Tele-Ventures Limited
and Research In Motion (RIM).
The Apple iPhone 3G was rolled out in India on 22 August 2008 by Airtel & Vodafone.
Both the cellular service providers rolled out their Apple iPhone 3GS in the first quarter
of 2010. However, high prices and contract bonds discouraged consumers and it was
not as successful for both the service providers as much as the iPhone is successful in
other markets of the world.

On May 18, 2010, 3G spectrum auction was completed and Airtel will have to pay the
Indian government Rs. 12,295 crores for spectrum in 13 circles, the most amount spent
by an operator in this auction. Airtel won 3G licences in 13 telecom circles of
India: Delhi, Mumbai, Andhra Pradesh, Karnataka, Tamil Nadu, Uttar Pradesh
(West), Rajasthan, West Bengal, Himachal Pradesh, Bihar,Assam, North East, Jammu
& Kashmir.[15] Bharti is expecting to launch its 3G service by December 2010. [16]
On 20 September 2010, Bharti Airtel said that it has given contracts to Ericsson
India, Nokia Siemens Networks (NSN) and Huawei Technologies to set up infrastructure
for providing 3G services in the country. These vendors will plan, design, deploy and
maintain 3G-HSPA (third generation, high speed packet access) networks in 13 telecom
circles where the company has won 3G licences. While Bharti Airtel has awarded
network contracts for seven 3G circles to Ericsson India, NSN would manage networks
in three circles. Chinese telecom equipment vendor Huawei Technologies has been
introduced as the third partner for three circles. [17]

Subscriber base in India

The Airtel subscriber base according to Cellular Operators Association of India (COAI)
as of August 2010 was:

Metros

 Chennai - 2,877,029
 Delhi - 6,950,079
 Mumbai - 3,201,916
 Kolkata - 2,947,042
"A" Circle

 Andhra Pradesh - 14,240,429

 Gujarat - 5,980,024
 Karnataka - 13,434,418
 Maharashtra - 7,209,072
 Tamil Nadu - 8,744,937
"B" Circle

 Haryana - 1,580,398
 Kerala - 3,332,095
 Madhya Pradesh - 7,496,236
 Punjab - 5,171,278
 Rajasthan - 11,004,105
 Uttar Pradesh (East) - 8,534,334
 Uttar Pradesh (West) - 4,923,409
 West Bengal - 6,644,688
"C" Circle

 Assam - 2,683,243
 Bihar - 12,600,521
 Himachal Pradesh - 1,452,709
 Jammu and Kashmir - 1,751,239
 North Eastern States - 1,612,005
 Orissa - 4,840,243
Airtel in Africa
On 14, February 2010 a statement issued by Zain Ghana, said "the Board of Directors
of Kuwait's Zain Group, after its meeting on February 14, 2010, issued a resolution to
accept a proposal received from Bharti Airtel Limited (Bharti) to enter into exclusive
discussions until 25 March 2010, regarding the sale of its African unit, Zain Africa BV."
The offer was for $10.7 billion. The deal would provide Bharti access to 15 more
countries in the region, adding around 40.1 million subscribers to its already 125 million-
plus user base. The combined revenue of the two entities would be around $12 billion.

The deal ran into hurdles after the government of the of Gabon had come out against
the deal, but later approved the sale. The government of Congo Republic had also said
Bharti-Zain deal broke law. There was also a dispute about minority ownership of Zain's
operations in Nigeria, the biggest market in the deal. Minority shareholder Econet was
seeking to overturn a 2006 deal by Zain - then called Celtel - in which it bought a
majority stake in Nigerian mobile operator Vee Networks Ltd, now Zain Nigeria. On 8,
June 2010, Bharti said the Nigeria ownership dispute had been settled.

On 8, June 2010, Bharti Airtel, in the largest ever telecom takeover by an Indian firm,
completed a deal to buy Kuwait-based Zain Telecom's businesses in 15 African
countries for $10.7 billion. The transaction is the largest ever cross-border deal in an
emerging market and will result in combined revenues of about $13 billion." The overall
integration should be complete by the end of this financial year.
On September 1, 2010, Chairman and Managing Director Sunil Bharti Mittal said that
Bharti Airtel Ltd would change its Africa operations brand from Zain to Airtel by October
2010.

Digital Televison
: Airtel Digital TV

The Digital TV business provides Direct-to-Home (DTH) TV services across India under
the brand name Airtel Digital TV. It started services on 9 October 2008 and has about
32.44 million customers as of August 2010.
Enterprise
The Enterprise business provides end-to-end telecom solutions to corporate customers
and national and international long distance services to telcos through its nationwide
fiber optic backbone, last mile connectivity in fixed-line and mobile circles, VSATs, ISP
and international bandwidth access through the gateways and landing stations.
Merger talks

In May 2008, it emerged that Bharti Airtel was exploring the possibility of buying
the MTN Group, a South Africa-based telecommunications company with coverage in
21 countries in Africa and theMiddle East. The Financial Times reported that Bharti was
considering offering US$45 billion for a 100% stake in MTN, which would be the largest
overseas acquisition ever by an Indian firm. However, both sides emphasize the
tentative nature of the talks, while The Economist magazine noted, "If anything, Bharti
would be marrying up," as MTN has more subscribers, higher revenues and broader
geographic coverage. However, the talks fell apart as MTN group tried to reverse the
negotiations by making Bharti almost a subsidiary of the new company.
In May 2009, Bharti Airtel again confirmed that it is in Talks with MTN and companies
have now agreed discuss the potential transaction exclusively by July 31, 2009. Bharti
Airtel said in a statement "Bharti Airtel Ltd is pleased to announce that it has renewed its
effort for a significant partnership with MTN Group".

Talks eventually ended without agreement, due to the South African government
opposition.

Telemedia
The Telemedia business provides services in 89 Indian cities and consists of two
brands.

Airtel Broadband provides broadband and IPTV services. Airtel provides both capped as
well as unlimited download plans. The maximum speed available for home users is
16Mbps.

Airtel Fixed Line which provides fixed line services.

Airtel has about 3.15 million wireline customers, of which 42.6% are broadband/internet
subscribers as of August 2010. Until September 18, 2004, Bharti provided fixed-line
telephony and broadband services under the Touchtel brand. Bharti now provides all
telecom services including fixed-line services under a common brand "Airtel