Bharti Airtel Board Approves Share Swap to Consolidate Africa Stake

The Board of Directors of Bharti Airtel , in its meeting held on May 13, 2026, approved a preferential issuance of up to 146,761,335 fully paid-up equity shares to Indian Continent Investment Limited (ICIL). This issuance is executed against the swap of ICIL's up to 16.31% shareholding in Airtel Africa plc, a UK-listed subsidiary. The board meeting commenced at IST 1400 Hrs. and concluded at IST 1740 Hrs. The transaction is aimed at consolidating and strengthening the company's shareholding in its strategic subsidiary.

Key Transaction Details

The following table summarises the principal terms of the preferential issue and share swap transaction:

Parameter: Details Type of Securities: Fully paid-up equity shares of face value INR 5 each Type of Issuance: Preferential allotment Number of Shares to be Issued: Up to 146,761,335 equity shares Issue Price: INR 1,923 per share Aggregate Value: ~INR 282.2 Bn Investor: Indian Continent Investment Limited (ICIL) Number of Investors: One (1) Relevant Date: May 13, 2026 Consideration: Share swap

The equity shares are proposed to be issued at a premium of approximately 9.5% to the last closing price of Airtel India shares prior to the Relevant Date. Correspondingly, the Airtel Africa shares to be acquired are valued at approximately 11.6% discount to the last closing price of Airtel Africa shares prior to the Relevant Date. The issue price of INR 1,923 per share is above the floor price as determined under SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (SEBI ICDR Regulations), and is based on a valuation report obtained from an independent registered valuer certifying the swap ratio.

Airtel Africa Stake Acquisition

Through this transaction, Bharti Airtel will acquire up to 595,204,251 shares representing up to 16.31% stake in Airtel Africa plc held by ICIL. The cost of acquisition is up to approximately INR 282.2 Bn, equivalent to GBP 3.659 per share of Airtel Africa. Airtel Africa plc is listed on the London Stock Exchange and operates in the telecommunications industry. Bharti Airtel currently holds 62.73% stake in Airtel Africa through Airtel Africa Mauritius Limited, its wholly-owned subsidiary.

Parameter: Details Shares to be Acquired: Up to 595,204,251 shares Stake Being Acquired: Up to 16.31% Current Airtel Holding in Airtel Africa: 62.73% Acquisition Price: GBP 3.659 per share Total Acquisition Cost: Up to ~INR 282.2 Bn Target Entity: Airtel Africa plc Listing of Target: London Stock Exchange Industry: Telecommunications

Transaction Rationale and Structure

The board recognised that the transaction is aligned with the objective of consolidating and strengthening Bharti Airtel's shareholding in a strategic subsidiary. Key structural highlights of the transaction include:

Cashless and leverage neutral: The transaction does not involve any cash outflow and does not increase the company's leverage.

EPS accretive: The board noted that the transaction is accretive to the earnings per share (EPS) of Airtel India, with additional earnings outweighing the dilution from the new share issuance.

Related party compliance: As ICIL is a promoter group entity, the transaction constitutes a related party transaction and will be undertaken based on the valuation report in accordance with applicable laws including SEBI ICDR Regulations.

Regulatory and Shareholder Approvals

The transaction as approved by the board is subject to approval of shareholders of the company at an Extraordinary General Meeting (EGM). All applicable regulatory and statutory approvals will be ensured, and the transaction shall be completed within the timelines prescribed under SEBI ICDR Regulations. The Board has authorised the Special Committee of Directors to take actions on all matters related to the transaction. The outcome of the subscription will be intimated post allotment of equity shares.

Bharti Airtel announced its audited consolidated and standalone financial results for the fourth quarter (Q4) and full year ended March 31, 2026. The Board of Directors, at its meeting held on May 13, 2026, approved the results and recommended a final dividend of Rs 24 per fully paid-up equity share (face value Rs 5 each) and Rs 6 per partly paid-up equity share for FY26, subject to shareholder approval at the ensuing Annual General Meeting.

Q4 FY26 Consolidated Financial Performance

Bharti Airtel delivered robust revenue growth driven by sustained momentum across India and Africa. Consolidated revenue from operations for Q4 FY26 stood at Rs 553,832 million, a 15.7% increase YoY. EBITDA rose 16.9% YoY to Rs 32,038 crore, with an EBITDA margin of 57.8%. Net income before exceptional items surged 38.7% YoY to Rs 7,245 crore. The Consolidated Net Debt (excluding lease obligations) to EBITDAaL ratio improved to 0.79 times as of March 31, 2026, from 1.42 times in the corresponding quarter last year.

The following table summarises key consolidated financial metrics for Q4 FY26, Q4 FY25, and the full financial years:

Metric (Rs crore): Q4 FY26 Q4 FY25 YoY Growth FY26 FY25 YoY Growth Total Revenues 55,383 47,876 15.7% 2,10,973 1,72,985 22.0% EBITDA 32,038 27,404 16.9% 1,21,268 94,249 28.7% Net Income (before exceptional items) 7,245 5,223 38.7% 26,904 17,573 53.1%

Consolidated Earnings Per Share

On a consolidated basis, earnings per share (face value Rs 5 each) for Q4 FY26 were as follows:

EPS Metric: Q4 FY26 Q4 FY25 FY26 FY25 Basic EPS (Rs) 12.53 19.02 45.96 58.00 Diluted EPS (Rs) 12.15 18.38 44.37 56.04

Consolidated Income Statement Highlights

The audited consolidated statement of financial results (Rs in Millions) reflects the following key line items:

Particulars (Rs in Millions): Q4 FY26 Q3 FY26 Q4 FY25 FY26 FY25 Revenue from Operations 553,832 539,816 478,762 2,109,728 1,729,852 Other Income 8,785 7,023 4,858 28,173 15,737 Total Income 562,617 546,839 483,620 2,137,901 1,745,589 Total Expenses 238,916 231,988 208,674 912,983 798,260 EBITDA (Profit before D&A, Finance Costs, Exceptional Items & Tax) 323,701 314,851 274,946 1,224,918 947,329 Depreciation & Amortisation 136,435 134,201 123,260 527,108 455,703 Finance Costs 56,056 56,232 55,023 215,553 217,539 Profit before Exceptional Items & Tax 132,054 125,581 97,240 485,902 311,117 Exceptional Items (net) 31,607 2,568 1,401 34,175 (72,868) Profit before Tax 100,447 123,013 95,839 451,727 383,985 Profit for the Period 92,474 85,028 124,758 338,228 374,813

During Q4 FY26, the Group recognised a charge of Rs 31,607 million on account of regulatory and government levies, along with a corresponding deferred tax asset of Rs 1,402 million. The Group also reversed deferred tax liabilities of Rs 30,952 million, which are no longer a difference between the Group's carrying value of its investment and its tax base.

India Business Performance

India revenues for Q4 FY26 increased 7.7% YoY to Rs 39,566 crore. The mobile segment reported an ARPU of Rs 257, up from Rs 245 in Q4 FY25, supported by a growth of 20.0 million smartphone data customers YoY. The Homes segment achieved a 37.3% YoY revenue growth, adding 1.1 million customers during the quarter to reach a total base of 14.2 million. Airtel Business recorded a sequential revenue growth of 2.6%.

Segment-wise Revenue Performance

The table below presents segment-wise revenue for Q4 FY26, Q3 FY26, Q4 FY25, and the full financial years (Rs in Millions):

Segment (Rs in Millions): Q4 FY26 Q3 FY26 Q4 FY25 FY26 FY25 Mobile Services India 288,305 286,516 266,168 1,129,954 1,002,500 Mobile Services Africa 160,335 150,100 113,763 568,064 418,795 Airtel Business 54,904 53,531 53,155 211,766 220,935 Passive Infrastructure Services 82,009 81,800 77,630 326,944 112,920 Homes Services 21,914 20,008 15,961 77,747 59,044 Digital TV Services 7,467 7,552 7,644 30,179 30,608 Others 934 937 891 3,883 3,478 Total Segment Revenue 615,868 600,444 535,212 2,348,537 1,849,221 Less: Inter-segment Eliminations 62,036 60,628 56,450 238,809 119,369 Total Revenue 553,832 539,816 478,762 2,109,728 1,729,852

Africa and Operational Highlights

Africa revenues grew 22.3% YoY in constant currency to USD 1,610 million, with an EBITDA margin of 49.5%. The overall customer base reached approximately 666 million across 15 countries. During the quarter, the company announced an investment of USD 1 billion by Alpha Wave Global, Carlyle, and Anchorage Capital in Nxtra Data Limited. Additionally, plans were announced to capitalise Airtel Money Limited with Rs 20,000 crore over the next few years.

During Q4 FY26, Airtel Africa plc completed its second share buy-back programme for USD 100 million, buying back a further USD 19 million worth of shares (of which USD 6 million worth were cancelled), bringing the total buy-back to USD 100 million. This resulted in an increase in the Group's effective shareholding in Airtel Africa from 62.60% to 62.62%.

Consolidated Balance Sheet Summary

The audited consolidated balance sheet as of March 31, 2026 reflects the following key figures (Rs in Millions):

Balance Sheet Item (Rs in Millions): March 31, 2026 March 31, 2025 Total Assets 5,521,516 5,143,604 Property, Plant & Equipment 1,570,659 1,432,724 Right-of-Use Assets 673,244 602,415 Other Intangible Assets 1,252,604 1,332,569 Cash & Cash Equivalents 137,222 61,056 Total Equity 1,959,634 1,534,677 Equity Attributable to Owners of Parent 1,490,566 1,136,719 Non-Controlling Interests 469,068 397,958 Non-Current Borrowings 1,000,849 1,048,638 Current Borrowings 215,865 434,485 Total Liabilities 3,561,882 3,608,927

Consolidated Cash Flow Highlights

For the year ended March 31, 2026, Bharti Airtel generated strong operating cash flows. Key consolidated cash flow figures are presented below (Rs in Millions):

Cash Flow Item (Rs in Millions): FY26 FY25 Net Cash from Operating Activities 1,222,296 983,322 Net Cash Used in Investing Activities (585,345) (602,698) Net Cash Used in Financing Activities (522,926) (365,332) Net Increase in Cash & Cash Equivalents 114,025 15,292 Cash & Cash Equivalents (end of year) 243,847 106,531

During FY26, the company completed the first and final call of Rs 401.25 per share (including a premium of Rs 397.50) on 391,176,994 outstanding partly paid-up equity shares, amounting to Rs 156,960 million, issued on a rights basis pursuant to the Letter of Offer dated September 22, 2021. Proceeds from the issue of shares (net of transaction costs) amounted to Rs 156,949 million.

Audited Standalone Financial Highlights

On a standalone basis, revenue from operations for Q4 FY26 was Rs 312,964 million, with a profit for the quarter of Rs 13,445 million. For the full year FY26, standalone revenue from operations stood at Rs 1,214,927 million and standalone profit was Rs 137,445 million. Key standalone financial metrics are summarised below (Rs in Millions):

Standalone Metric (Rs in Millions): Q4 FY26 Q3 FY26 Q4 FY25 FY26 FY25 Revenue from Operations 312,964 308,548 286,083 1,214,927 1,089,439 EBITDA (Profit before D&A, Finance Costs, Exceptional Items & Tax) 188,332 183,768 165,714 729,412 621,236 Profit before Exceptional Items & Tax 59,483 57,027 46,861 227,916 143,729 Exceptional Items (net) 31,362 2,099 — 33,461 (34,915) Profit before Tax 28,121 54,928 46,861 194,455 178,644 Profit for the Period 13,445 40,907 93,176 137,445 235,018 Basic EPS (Rs) 2.30 7.05 16.07 23.65 40.60 Diluted EPS (Rs) 2.23 6.80 15.53 22.84 39.26

During Q4 FY26, the standalone entity recognised a charge of Rs 31,362 million on account of regulatory and government levies, along with a corresponding deferred tax asset of Rs 1,347 million.

Standalone Balance Sheet Summary

The audited standalone balance sheet as of March 31, 2026 reflects the following key figures (Rs in Millions):

Balance Sheet Item (Rs in Millions): March 31, 2026 March 31, 2025 Total Assets 3,999,857 3,924,788 Property, Plant & Equipment 872,809 827,599 Other Intangible Assets 984,959 1,066,057 Cash & Cash Equivalents 69,578 6,628 Total Equity 1,605,349 1,401,311 Non-Current Borrowings 854,411 902,801 Current Borrowings 96,305 205,595 Total Liabilities 2,394,508 2,523,477

Standalone Cash Flow Highlights

Key standalone cash flow figures for the year ended March 31, 2026 are as follows (Rs in Millions):

Cash Flow Item (Rs in Millions): FY26 FY25 Net Cash from Operating Activities 749,310 623,363 Net Cash Used in Investing Activities (412,855) (414,529) Net Cash Used in Financing Activities (273,505) (207,550) Net Increase in Cash & Cash Equivalents 62,950 1,284 Cash & Cash Equivalents (end of year) 69,578 6,628

The audited consolidated and standalone financial results for Q4 and the year ended March 31, 2026 were reviewed by the Audit Committee and approved by the Board of Directors at their respective meetings held on May 13, 2026. The results have been audited by Deloitte Haskins & Sells LLP, Chartered Accountants, with an unmodified opinion. The financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) as prescribed under Section 133 of the Companies Act, 2013.

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