Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Purpose and Nature of Disclosure:

This document constitutes a disclosure under Regulation 30 of SEBI LODR Regulations, 2015, regarding a Notice of Postal Ballot by way of remote e-voting. The purpose is to seek shareholder approval for five special resolutions related to the implementation of Employee Stock Option Scheme 2026.

Document Details:

Meeting Type:

Postal Ballot by way of remote e-voting only (no physical meeting)

Proposed Resolutions and Implications:

The notice seeks approval for five special resolutions:

1. Approval of Employee Stock Option Scheme 2026: To adopt and implement ESOP Scheme 2026 with aggregate options not exceeding 95,00,000 stock options (~0.15% of paid-up share capital as on June 30, 2026). Maximum grant per employee limited to 0.01% of paid-up capital per financial year. Vesting period from 1 to 5 years from grant date.

2. Implementation through Bharti Airtel Employees' Welfare Trust: To implement ESOP Scheme 2026 through the existing trust via secondary market acquisition of equity shares.

3. Extension to employees of unlisted subsidiary companies: To extend the scheme to eligible employees of unlisted subsidiaries in India or outside India.

4. Authorization for Trust to acquire equity shares: To authorize the ESOP Trust to acquire up to 95,00,000 equity shares from secondary market for scheme implementation.

5. Provisioning of money to ESOP Trust: To authorize the Board to provide financial assistance (loan, guarantee, security) to the ESOP Trust for secondary market acquisition of shares for scheme implementation.

Voting Process:

  • Method: Remote e-voting only (no physical polling)
  • Service Provider: KFin Technologies Limited
  • Voting Period: Friday, November 6, 2026 at 9:00 AM IST to Saturday, December 5, 2026 at 5:00 PM IST
  • Cut-off Date: Friday, October 30, 2026 for determining voting rights
  • Voting Rights: Proportional to paid-up equity share capital as on cut-off date

Voting Instructions:

The document provides detailed instructions for different types of shareholders:

  • Individual demat holders with NSDL: Multiple login methods through NSDL portals
  • Individual demat holders with CDSL: Multiple login methods through CDSL portals
  • Other members and physical shareholders: Login through KFin Technologies with provided credentials

Scrutinizer Appointment:

  • Primary Scrutinizer: Mr. Harish Chawla (FCS No.: 9002; CP No.: 15492), Partner, CL & Associates
  • Alternate Scrutinizer: Mr. Abhishek Lamba (FCS No.: 10489; CP No.: 13754), Partner, CLA (in case primary is unavailable)
  • Role: To scrutinize the remote e-voting process in fair and transparent manner
  • Reporting: Scrutinizer will submit report to Chairman after vote scrutiny

Voting Results:

  • Results will be declared on or before Tuesday, December 8, 2026 (within 2 working days of voting conclusion)
  • Results and scrutinizer's report will be available on company website, KFin website, and displayed at registered and corporate offices
  • Results will be simultaneously communicated to NSE and BSE

Compliance with Regulations:

The disclosure confirms compliance with:

  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulation 30 and 44)
  • Companies Act, 2013 (Sections 108, 110, 102, and other applicable provisions)
  • Companies (Management and Administration) Rules, 2014
  • Secretarial Standard-2 on General Meetings
  • MCA Circulars including No. 03/2025 dated September 22, 2025
  • SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021

Additional Information:

  • Notice sent electronically to members with registered email addresses
  • Physical communication with Form ISR-1 sent to members without registered email addresses
  • Documents available for inspection at registered office during working hours
  • Various investor protection measures and updates included regarding IEPF, nomination facilities, and ODR portal

Signatories:

  • Rohit Krishan Puri, Company Secretary & Compliance Officer (Membership No: A19779)
  • Digitally signed document with timestamp: 2026.11.04 21:26:09 +05'30'

Key Scheme Details:

  • ESOP Pool: 95,00,000 options (~0.15% of paid-up capital)
  • Exercise Price: Market price preceding grant approval
  • Vesting: 1-5 years from grant date
  • Exercise Period: Up to 5 years from vesting date
  • Coverage: Employees from Associate Vice President and above (Band A4 and above)
  • Implementation: Through secondary market acquisition by ESOP Trust
  • Financial Provisioning: Company to provide loans/assistance to Trust for share acquisition