Bharti Airtel Limited
Code of Conduct

Letter fromthe Chairman
Dear Colleagues,
Ethics and integrity have always been an integral part of our core values. They are
fundamental and will not change.
All our stakeholders including customers, shareholders,employees, vendors, partners,
and suppliers expect the highest standards of business conduct and governance fromthe Board and the Company. Each one of us, as employees, associates and business
partners, are in turn committed to upholding these standards uncompromisingly in ouractions, every time, all the time.
Our Code of Conduct was adopted long before it was mandated by regulations, it is
now part of our DNA, and we live by it in form and substance. However, with changing
times, the emergence of new technology, and the impact of social media, we haverevised our Code of Conduct to make it more relevant, contemporary, and practical.
It is applicable without exception to all our Board members and employees and sets thecollective expectations from the Company and all of us.It explains very clearly what canbe done, and what should not be done. It encourages people to speak up fearlessly
when they notice a potential or actual breach of the Code.
The COC advocacy and awareness programs are an important part of this endeavour
and I request your support and cooperation in attending these sessions. We have ashared responsibility to ensure that Bharti Airtel is a great, safe place to work andupholds the highest standards of ethics.

Sunil Bharti Mittal

Letter from
the MD & CEO
Dear Friends,
Our values are the bedrock of who we are as a company – they inform our decisions,actions, and behaviours.
Values are the glue which bring us together. It is these values, which have enabled us asan organization, to be where we are and become a trusted, respected brand.
For each of us, the values manifest themselves in the code of conduct. Sometimes wefind however, that the code of conduct has been violated for personal gains – this iscompletely unacceptable and not reflective of who we are as a company.
For me, simply put, the code of conduct is this. Treat Airtel like it is your own business.
Treat the money you spend on behalf of Airtel as though it were your own. Treat people
in the same manner you would like to be treated yourself. The revised code of conduct
policy incorporates these principles and highlights our role in adhering to it.
I urge you all to read it, absorb it, and most importantly, live it, as citizens of thecompany. It is also our responsibility to ensure the conduct is adopted across ourorganization.
So if you see any violation around you – be it your subordinate, your peer, or yourreporting manager – do bring it to the attention of the Ombudsperson, to me or evento the Chairman directly.
We take the code of conduct very seriously and will ensure that your escalation isaddressed.
Thank you for living the code of conduct. I look forward to your continued support.

Gopal Vittal

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Contents
Principles

6

Policy and Procedure

7-11

Expectations

12-13

From Employees
From Management

Applicability

14

At the Work-place

15-19

Conduct and Behaviour
Harassment free and Congenial Workplace
Fair Practices and Avoiding Conflicts of Interest
Relationships with Former Employees
Gifts and Entertainment

Dealing with Others

20-23

Government Agencies
Political Interactions and Religious Affiliations
2

Customers and Business Associates
Media and Communications

Dealing with Others4Law and Regulations
 Competition and Compliance with Law

24-28

 Insider Trading Anti-Bribery and Corruption
 Political Contributions and Charitable Donations
 Finance and Accounting Practices

Protecting Company Assets and Property
 Fraud29-32

 Intellectual Property and Confidential Information

Community Responsibility
 Safety, Health and Environment
 Corporate Social Responsibility
 Corporate Sustainability

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33-34

Principles
Ethical Conduct of Business
Safe and Harassment Free Work Place for all
Fairness and Mutual Respect in Dealing with Employees and Partners
Avoiding Conflict of Interest
Compliance with Laws and Regulations
Upholding and Protecting Company’s Reputation

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Policy and Procedure
1. Objective
The Code of Conduct (‘COC’) read with the Company’s policies provides the framework andguidelines on expected work place conduct in line with its vision and values. The Office of the
Ombudsperson provides an independent forum and vigil mechanism under the law for all
employees and other stakeholders of the Company to raise concerns and report any breach or
threatened violation of the Code. It reports to the Audit Committee of the Board andinvestigates complaints suo motto on the basis of information received or on complaints that arereported to it.
The COC emphasizes the Company’s overall governance and philosophy of (a) ethical businesspractices and standards (b) trust, transparency and integrity (c) fair relationship with all
stakeholders. This policy should be read in conjunction with Bharti’s Code of Conduct and theConsequence Management Policy.
Reporting ethics violations isn’t just an option – it is an employee’s responsibility.

2. Raising a concern
Any internal or external stakeholder (e.g. employees, associates, strategic partners, vendors,
suppliers, contractors but excluding customers) may report a COC related concern to the
Ombudsperson. The complainant may be a victim or even an observer who is directly or
indirectly impacted by such practices.
Full details of the alleged breach including location, date and time, persons involved, any
witnesses, documents if available and the identity of the complainant should be provided.
Anonymous complaints may also be investigated if there is a prima facie basis for the same,
However, complainants are encouraged to provide their identity for follow up discussions andfor verification of the veracity of the complaint.

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3. What to Report
Any matter that is an alleged or potential breach of the Company’s COC should be reported at theearliest. However, matters such as service conditions, organizational policies, appraisals and otheroperational issues should be taken up through Human Resources or departmental heads or an
employee’s immediate supervisor.

4. How to Report
In person with the Office of the Ombudsperson
Through telephone (dedicated secure line)
Through email at ombudsperson@bharti.in
In writing (hard copy) to: The Ombudsperson
Bharti Airtel Limited Bharti Crescent, 1, Nelson Mandela Road,
Vasant Kunj, Phase II, New Delhi -110070, India
Stakeholders may, if they wish escalate any complaint directly to the chairmanof the audit committee of the Board, write in to auditcommittee.chair@bharti.in.
5. Investigation Processa) Complaints pertaining to alleged COC violations received through email other thanthose that are irrelevant or frivolous will be acknowledged. The Ombudsperson
Officewill conduct a preliminary evaluation on information provided to determine
whether it merits further scrutiny.
b) Detailed investigation may include inspection of documents and discussions with
relevant persons, witnesses and others as required for evidence or corroboration
either in person or through video/audio calls.
c) Cases involving allegations of sexual harassment will be dealt with as prescribed under
the laws applicable for prevention of sexual harassment at the workplace.
d) All matters relating to financial misdemeanors/ impropriety or fraud will be forwarded
to the fraud investigation team of the Corporate Audit Group (CAG) for further action.
At times, the two teams may work jointly on a case. An external investigative entity
may also be involved in certain matters that merit such support.
e) The identity of the complainant will be kept confidential and only disclosed on a strict‘need to know’ basis to others. The individual against whom the complaint has been
made will, and others including the complainant, colleagues and witnesses may becalled upon to corroborate or provide evidence/additional information.

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While investigating a complaint, the Ombudsperson will consider the following: The basis of the complaint and the seriousness of the allegations
 The reporting hierarchy and relationship of the persons involved
 Evidence available including information of witnesses or sources Repeat offences by the same person
 Impact on the Company: monetary, reputation or legal
Penal action will be taken against any person who attempts to influence/ coerce/
intimidate the complainant, or witnesses, or in any manner interferes with theinvestigation process, tampers with evidence during the investigation or afterwards.
The Ombudsperson Office/ CAG will endeavor to complete the investigation process(except complex and large- scale complaints) within 90 days.
6.

Roles and Responsibilities

6.1 Whistleblower
The identity of the complainant will be kept confidential and disclosed on a strict‘need to know’ basis to others. The whistleblower (including an anonymouscomplainant) must provide all factual - corroborative evidence, as is available toenable a scrutiny of the complaint. An investigation may not be undertaken without
verifiable support. No employee shall conduct any prima facie or detailed
investigation before informing the alleged violation to the Ombudsperson Office.
Neither can any person speak/ discuss the matter in the office or in any informal/social gatherings or meetings.
6.2 Investigation Participant
All witnesses and persons who are interviewed, asked to provide information, orotherwise required to participate in an investigation are expected to fully cooperatewith the investigation.
Participants shall refrain from discussing or disclosing the investigation or their
testimony to anyone (including in particular the complainant and defendant).
Requests for confidentiality or anonymity by participants will be honored to theextent possible.
9Participants are entitled to protection from retaliation for having participated or
co-operated in an investigation.
6.3 Investigation Subject
The decision to conduct an investigation is not an accusation; it should be treated as
an objective fact-finding process. The outcome of the investigation may or may notsupport a conclusion that an unethical / illegal act was committed, and, if so, bywhom.
All stake holders will comply with applicable laws and regulations of India and inparticular the regulations involving privacy and confidentiality of information/ data.
7.

Disciplinary Action
Matters covered in this COC are core to the Company’s values, and non-negotiable intheir adherence and enforcement. All employees are expected to comply with theserules while carrying out their duties for the Company.
Any breach of the COC, Company policies and applicable laws is serious and theCompanywill take prompt corrective action. Investigations will be conducted in a fair
and transparent manner. Disciplinary action may include a verbal or written warning;suspension with or without pay; loss or reduction of bonus or stock options; or, forserious offenses or repeated misconduct, separation from the services of theCompany or even termination of employment.

Corrective action may be taken for:


Violating the COC, Company policies and procedures, or applicable laws.



Directing others to violate the COC, Company policies and procedures, or applicable
laws.



Failing to report a breach or potential violation of the COC despite being aware of it.

Not co-operating with an investigation.

Retaliating against any person who has reported a concern in good faith orparticipated in an investigation of such a report.

Disclosing information or discussing the details of any investigation with a third party.

Refer consequence management policy for more details.
8.

ReportingA detailed investigation report including recommendations for corrective action will
be sent to the CEO and the Director-HR. Reports from CAG on allegations of financial
impropriety will also be sent to respective functional heads and/or AMB members.
They will initiate the necessary action within 15 days and inform the Ombudsperson
on closure post the implementation of the recommendation.
If the CEO does not agree with the conclusion and/or recommendations, the matter
will be discussed between the CEO and the Ombudsperson to arrive at a mutuallyagreed position within a further 15 days.
If there is still no agreement, the matter will be escalated to the Chairman for
resolution. The decision of the Chairman is final and binding and will be implemented.

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Expectations
The COC defines the expectations of the Company from its employees and all those withwhom they deal with at the workplace. It outlines the ethical standards of conduct andbehaviour and acts as a reference for every employee on what to do, how to do andimportantly what not to do.
The COC acts as a general guide but cannot envisage every situation or action; neither
can it cover every regulation and law that is applicable at a given time. It is important toread specific policy documents wherever applicable. Moreover, in the modern connected
and digital world, new issues emerge and it is up to every individual to exercise their
judgment before taking action on a matter. When in doubt, please seek advice from yourreporting manager/ HR/ Ombudsperson to protect your individual reputation andintegrity, and that of the Company.

From EmployeesMust follow the law, comply with the COC, and all Company policies and guidelines.
Read and understand the various elements of the COC
Seek clarifications and assistance when in doubt
Participate in advocacy and training programs on the COC
Promptly report known/ suspected violations
Co-operate in investigations when requested

From Management
 Integrity and fairness with all stakeholders
 Compliance with laws, regulations and policies
 Set an example on good conduct at the work place based on mutual respect andfairness
 Encourage employees to attend training and awareness workshops
 Ensure that Business Associates adhere to the policy for them and this is included in all contracts signed with them
 Follow fair employment practices that provide equal opportunity based purely on
merit and support diversity in the workplace Vigilant in pre-empting violations and reporting actual or threatened breach of the
COC Encourage reporting of compliance issues, and create an environment in which
employees can raise concerns without fear of retaliation
 Co-operate with the Ombudsperson Office on investigations and implementation ofrecommendations

Cooperation with investigations
Employees must be honest and forthcoming during an investigation, and provide any
investigator with full, accurate, timely, and truthful information. Misrepresenting facts or
failing to disclose facts during an investigation is self-defeating and can result in wrong
outcomes for individuals.

Applicability
All employees of Bharti Airtel, subsidiaries and group companies, and all directors on theboard, are required to comply with this COC as may be amended from time to time as acondition of continued employment. They are required annually to certify that they haveread and understood the COC and affirm to comply with the same.
All employees who deal with Business Associates should ensure that compliance with the‘COC for Business Associates’ (which is on similar lines as the COC) is included in thecontracts or arrangements between the Company and Business Associates and that they
are made aware of the importance of and need to comply with the COC for Business
Associates. Breach of the COC by Business Associates and/or their employees may leadto penal consequences including termination of the agreement with the Company.
In some instances, Family and friends are also included for compliance with the COC toensure that employees through such relationships, do not do indirectly what is not
permitted to be done directly by them.
Family include parents, siblings, spouse, children, relatives and all those who arefinancially dependent on the employee.
Employees are required to use their objective and honest judgment in all their decisions
where close friends or Family is involved in dealings with the Company. In such situations,decisions must be guided only by the Company’s best interests and not clouded bypersonal relationships that may result in a conflict of interest.

At the Work Place
Conduct and Behaviour
Employees must always:
 Be aware of all relevant laws, regulations, policies and processes that are applicable;
ignorance of the law is never an excuse for wrong behaviour.
 Notify instances of non-compliance to the reporting manager, or directly to the
Ombudsperson. Supervisors who become aware of harassment concerns must report
the issue.
 Act in a dignified and ethical manner with high integrity even under pressure.
 Dress appropriately and behave politely with all persons, regardless of seniority orreporting relationship.
 Work efficiently and effectively with defined targets and goals that is conducive to
optimal productivity and team work, and decisions are based on merit and businessneeds.
 Be respectful to all those who work with us, and treat them fairly, by enabling a work
environment free of discrimination and harassment.
 Follow fair employment practices that provide equal opportunities to all employees,
and support a diverse workplace.

Harassment Free and Congenial Work place
The Company is committed to providing a professional, healthy and safe work
environment.
Employees must ensure that they never verbally or physically mistreat others or engage in
offensive behavior, and do not tolerate those who do. This includes harassing, bullying,abusive or intimidating treatment, inappropriate language or gestures, disorderly
conduct, violence and any other conduct that interferes with a co-worker’s ability to do
his or her job.
Harassment could include the following: Unwanted and unacceptable behavior by an employee or Business Associate towards
an employee or any other person connected with the workplace whether such acts
take place through any means including social media and includes abuse, threat orharm Making inappropriate jokes, using foul language, circulating or displaying offensive
materials
 Excluding/ ostracizing a person from office related social activities or team workwithout just cause Any wrong reference or usage related to gender, race, religion, belief or any difference Repeated acts or a single instance of wrongful conduct
Sexual Harassment
Sexual harassment is governed by the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“Act”) and the Company’s
policy. Please refer to the Company policy on prevention of sexual harassment.
Consequences for harassment are severe and are likely to lead to immediate termination
besides other penal actions.
Drugs and Alcohol
Employees shall not report to work under the influence of alcohol, an illegal drug, or any
controlled substance for which they do not have a prescription.
You must not use or possess illegal drugs/ allied substances while on Company property,
in a company vehicle, or when on company time.

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Possession and consumption of alcohol is strictly prohibited on company property, while
in company vehicles, and when conducting company business or during outboundprograms. There are limited exceptions to this prohibition. In such cases, consumption of
alcohol must be voluntary, in moderation, and in a manner that does not embarrass theCompany.
Fair Practices and Avoiding Conflicts of Interest
Conflicts of interest
Employees must avoid any relationships or activity that might impair, or even appear to
impair, their ability to make objective and fair decisions when performing their duties.
When acting on behalf of the Company, employees must always advance the Company’s
interests.
Personal conflicts of interest
Never use your position at the Company to advance your personal interests or those of a
Family or friend at the expense of the Company’s interests.
Employees should not participate in the selection process in any Company related
matter/ business that employs someone from the Family or with whom they have or until
recently had a close personal or business relationship.
Employees shall not, during office hours or beyond, or even during approved leave,
whether for remuneration, honorarium or otherwise:
 be self-employed or employed by, consult with, own, perform services for, or aid acompany or organization (including a charitable organization) that is a vendor, supplier,partner, contractor, subcontractor, or competitor of the Company or engaged with an organization that provides services to the Company
 undertake public speaking, and publications without prior approval seek public office or perform public service
Refer policy document for more details.
Relationships with Former Employees
The obligation to follow the Company’s standards continues even after cessation of
employment with the Company.
When leaving or retiring, employees must return all Company property, including all
records and equipment. Persons cannot use or disclose the Company’s non-public
information in any subsequent employment.
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Rehiring of former employees or engaging a former employee/spouse as an independent
contractor or a contract worker, whether engaged through a staffing company or otherthird-party vendor, is not allowed unless the former employee has been separated fromthe Company for six months. Exceptions can be made in special circumstances but
requires prior permission of the Head-HR.
Do not purchase products or services for the Company from a former employee unlessthe former employee has been separated from the Company for six months.
Outside Directorships
Its employees are not permitted to serve as a director, partner, sole proprietor or any otherequivalent position of any company, firm or business entity, without the prior written
approval of the Head HR or the Managing Director or CEO.
For the Employer
The Company aims to provide equal access to opportunity and fairness in dealings withall employees by enabling an inclusive culture that encourages diversity.
Decisions relating to recruitment, training, promotions and opportunities for career
growth will be based only on merit: a person’s qualifications, experience andaccomplishments and no other criteria.

Remuneration and roles will be based only on experience and talent. Performance will be
judged on objective criteria and defined goals.
There will be no discrimination on the basis of religion, nationality, color, caste, ethnicity,
family status or any other characteristic that has no bearing on work. Hiring would be
purely on merit basis.
Employees are expected to disclose (in writing/email) any significant financial or
strategic interest that they or a family member of theirs hold with any significant
Company customer, partner or competitor. All potential conflicts of interest need to bedisclosed promptly in advance to pre-empt any conflict of interest arising at a future date.
Gifts and Entertainment
A gift is anything of value, including promotional item, food, beverages, and event tickets,
whether given or received. When offering a gift to a customer, a government official or
any third party, the following need to be kept in mind:
 It is not done to obtain or retain business, influence business decision or gain an
improper advantage in business.
 It constitutes a bonafide promotion or good will expenditure.
 It is not in the form of cash.
 The gift is of nominal value (on an individual and aggregate basis).
 The gift is accurately recorded in the Company’s books and records.
In general, it is not acceptable to accept gifts since this may imply influence or the
potential to influence a decision in favour of the giver and compromise objectivity indecision making.
However, the Company recognise that it is customary to receive nominal gifts on special
occasions as long as such gift is within the norms of the Company’s gift policy and is notmeant to influence decisions in any manner.
Gifts or honorariums received in recognition of a professional contribution (by an
employee) like a training program, workshop, competition or a lecture is permitted andare nominal gifts on cessation of employment or transfer. It is also important to read andcomply with the gift policy of the Company before giving or receiving a gift.

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Dealing with Others
Government Agencies
Employees engaged in working with government agencies like regulators, taxation
officials, local authorities and such are required to build relationship of trust based ontransparency and fairness at all levels.

Key points while dealing with Government: Ensure that the highest standards of business conduct are followed Contact or engage with the relevant government agency only if authorized to do so on
behalf of the Company
 If in doubt, employees must escalate the matter to their seniors, and not attempt toresolve ontheir own
 When seeking resolution or clarification of various legal issues, ensure all
engagements are in line with normal business conduct and based on merit Be careful to provide accurate and complete data when information or documents
relating to the Company are sought Co-operate fully with authorized officials for any investigation or inquiry Retain and preserve all relevant information and data for reporting, compliance orinvestigation
Do not: Attempt to exert undue influence to obtain a favorable decision Knowingly destroy, alter, conceal any records or data in physical/ electronic form
 Obstruct directly or otherwise access to information or records that are sought Provide false or misleading information or create false data or records

Political Interactions and Religious Affiliations
The Company respects the right of every employee to have political and religious beliefs
and affiliations that are legal and permitted by law. However, all political and religious
issues are personal in nature and cannot be done in office time, on office premises or
involve office colleagues.

Employees must not: Use Company’s time, money or resources to support or encourage political activities
 Solicit contributions for any religious or political activity or conduct any such activity inthe office premises. However, offices may celebrate a few well known festivals like
Christmas, Diwali etc or in which all employees are invited to participate
 Seek public elected office without prior permission
 Undertake or participate in any political or religious propaganda within the officepremises Join or be a member of any banned or extremist outfit
All personal political contributions and activities must be kept separate from theCompany. If employees make a political or religious or charitable contribution, they may
not refer to their employment or use the Company’s assets, including its name, inconnection with their contributions.

Customers and Business Associates
The Company is committed to providing high and consistent levels of service to its
customers. It subscribes to the philosophy that the customer is the reason we exist,
and treats all its customers with utmost respect and courtesy.
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We are all responsible for protecting customers’ privacy. Employees must only obtain,use, or share customer information for legitimate business purposes. You must notaccess customer data of your friends, acquaintances, family, or coworkers or anyone
else unless it is required for official purposes and without prior approval from yoursupervisor.
Employees must not or permit others to access, listen to, monitor, record, tamper with,or disclose any customer communication, except as required by the duties of theirposition to comply with a valid service, to comply with a valid legal order or law, or forthe limited purpose of quality monitoring and training, or as approved by the Legalteam.
If an employee is aware of, or suspect unauthorized access to, disclosure of, or loss ofcustomer information, he/she/they must report it immediately to the Ombudsperson
Office.

When dealing with Customers, employees must: Be responsive and polite in all their dealings and discussions; never raise their voice orabuse a customer even if he/she/they does not have a valid complaint Represent fairly and correctly the available information; not exaggerate the quality,
features and availability of a product or service
 Endeavour to understand the issue from the customer’s perspective and try to provide
solutions Never provide misleading or false assurances or information at any time Never share confidential and personal information of the customer with any person
unless legally required
The Company values its relationship with all partners and aims to create an equitable
and conducive atmosphere for doing business with the Company.

When dealing with Business Associates, employees must: Appoint them only on merit and no other personal or unfair consideration
 Deal with them strictly on a professional basis
 Ensure that all Business Associates are made aware of the need to comply with all
relevant aws and regulations and the provisions of this COC
 Disclose any personal relationship with a potential Business Associate and ensure thatthey are not involved in any manner in the selection process or in negotiating the terms

22 Not accept any favours in cash, kind or any facility
 Always act in the interest of the Company in all transactions with Business Associates Treat them with respect and courtesy while ensuring that the terms of the agreement
are adhered to both by the Company and the Business Associate
Media and Communications
All external communication to media, stock exchanges, investors, financial community,
lenders, business partners and others regarding any information relating to the Company
may be done only by authorized spokespersons. All requests for information about theCompany or interviews in the media should be directed to the corporate communication
department, which will then co-ordinate the response after checking the accuracy andcorrectness. All press releases will also be issued by the communication department.
All dealings with the financial community and investors will be done only by the investor
relations department.
Any comment, views or information regarding a business partner may be made only withthe prior consent of such partner.
Employees should not disclose or discuss even in a casual manner any information,
particularly financial or performance related information about the Company with theirfriends or relatives or any third party.
Social media, chat rooms or blogs should not be used at any time to discuss mattersrelating to Company matters or policy. Employees must not post on a social networking
site or give to the media (whether on or off record) any casual comments that may be
mistaken or imply endorsement of the same by the Company. Matters that are sensitive innature like comments about religion, caste, gender, professional community or politicalaffiliations are to be strictly avoided.
Invitation to speak at a public forum, needs the prior approval of the employee’s manager.
No confidential or proprietary information about the Company may be used for such
lectures or presentations. It is also necessary to add in any presentation or on a personalblog, a disclaimer that the views expressed are personal and do not represent theCompany’s viewpoint.
Employees must not make any comments or give their views to the media (whether off
record or on record).
Unless an employee receives prior approval from both the supervisor and Corporate
Communications, when presenting their personal views in public or at professional,
community, and other events, they may never suggest that they are speaking on behalf of
the Company.
Refer Company policy for more details.

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Law and Regulations
Competition and Compliance with Law
The Company endeavours to uphold the highest standards of fair and ethical businesspractices and market driven competition.
The Company is a member and leader of some industry and trade associations and may
represent these bodies in various platforms to promote the cause of industry in generaland protect its interest, however subject to policies and procedures that are mandated byregulation to ensure fair competition in the market place.

An employee must not:
 Directly deal with, contact or engage with competitors that may create a potential
conflict with the provisions of competition law
 Share or part with company specific information in an industry forum or enter into
agreements with competitors on any matter unless they have consulted with the legal
department in advance Enter into agreements that may be construed as abuse of dominance or restrictive
trade practices such as price fixation, exclusive tie in arrangements, limiting the supply
of goods or services, collusive bid rigging or predatory pricing
You may generally obtain information from public sources, industry gatherings, surveys,
and competitive research, but it is never acceptable to obtain or request non-public
information from any source, including the internet.

Key points for employees:
 Ensure that you understand the implications of anti-trust and competition laws thatare applicable to your area of work and obtain clarifications on what can be done andwhat cannot in case of any doubt. Notify the legal department of any threatened or
actual breach Inform your Business Associates of the Company policy on compliance
Employees must report to the legal department any alleged instance or incident ofbreach and consult them when in doubt about a practice or arrangement being apermitted activity. Compliance with the anti-trust law is a legal requirement and any
breach may have serious penal and reputational consequences for the Company.

Insider Trading
Insider trading occurs when a person trades in a Company’s securities using unpublishedprice sensitive information (UPSI) that is, information that is not publicly available andthat could reasonably affect a person’s decision about whether to buy or sell the
securities. If a person discloses UPSI to a third party who then trades on it is also termed
as Insider Trading.
An employee may become aware of UPSI about the Company or other companies withwhich the Company does business. An employee must never use any UPSI (even if
acquired as a “tip” from others) to trade in the Company or any other company’s
securities, including options and other derivative securities. In addition, UPSI may not be
disclosed to any to any other person, including members of an employee’s family or
friends under any circumstances, where is it liable to be misused for dealing in the sharesof the Company.
The Company imposes a trading black out period each quarter and for a defined period
during a specific event. During such black out period designated persons as per Company
Code of Conduct of Prohibition of Insider Trading are prohibited from trading in Company
securities. For all employees, trading at any time above a particular threshold, priorapproval of the corporate secretarial department is necessary and beyond a specified
threshold limit, reporting to the Company and the stock exchange is also required.
No Company officer, employee or third party agent may, directly or indirectly, sell any
equity security, including derivatives, of the Company if he or she(1) does not own the
security sold, or (2) if he or she owns the security, does not deliver it against such sale(a‘shortsale’) with in the applicable settlement cycle.

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The rules that relate to insider trading are complex. If in doubt, employees should consult
the Corporate Secretarial department before making any decision to trade in a security,
or before disclosing any information to another person. As a general rule, non-public
information concerning a company’s business, financial prospects, major transactions,
regulatory or legal matters, significant cybersecurity incidents, or management issues, isoften considered ‘material’ and since not in public domain, becomes UPSI.
Insider trading is a serious violation, and persons indulging in it are liable for prosecution
by the Securities Exchange Board of India and termination of services by the Company.
Please seek the advice of the corporate secretarial department, if you have any doubt
whether you are eligible to trade in the Company’s shares at a particular time. All queries
in this regard should be directed to compliance.officer@bharti.in .
Refer Company policy on insider trading for more details.

Anti-Bribery and Corruption
Bharti Airtel does not tolerate bribery or corruption in any form, and enforces strict
policies which apply to all employees regardless of the country in which the employee
may be located or travel on work.
Bribe/bribery means the giving, offering, promising, requesting, agreeing to receive or,receipt or acceptance either directly or indirectly any advantage. It may be financial andincludes any payment, gift, loan, fee, or reward, to or from any person in order to illegallyor improperly influence a decision in favor of the giver.

Examples of bribes include: money or cash equivalent; unreasonable or extravagant gifts, entertainment or hospitality; kickbacks;
 unwarranted allowances or expenses;
 uncompensated use of Company services or facilities;
 anything else of value; or an advantage (whether financial or otherwise)
Corrupt/corruption means the misuse or abuse of office or power for personal gain. Itmeans giving or accepting any undue benefit in cash, kind or any form of benefit by or to:

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1.

A government official at national, state or local level including government companies
and public sector enterprises.

2. Employees, relatives or friends to gain a benefit that may include approvals, licenses,
and permits.
Employees either directly or indirectly are not permitted under any circumstance to offer
or receive bribes in the form of gifts, cash, facilities or any other manner to any
person/organization.
When selecting firms/entities for doing business, employees should exercise due careand diligence to ensure that only those with the highest reputation and integrity are
selected. Payments to consultants and agents that are excessive to the service/productbeing received by the Company or reimbursement of expenses that seem to be muchhigher than actual expenditure incurred are to be strictly avoided.

Political contributions and charitable donations
Only the Board of Directors of the Company is authorized to make political and charitable
contributions/ donations. No employee is permitted to make any such political orcharitable contribution on behalf of the Company. Such contributions to political parties,
organizations or individuals engaged in politics should not be made for the purpose ofobtaining advantage in business transactions.

Solicitation and fundraising
Employees cannot engage in solicitation or fundraising or in the distribution of
nonbusiness literature during work time or in Company work areas. Further, they may not
use Company resources to solicit or distribute such literature at any time.

Finance and Accounting Practices
If employees have responsibility for or any involvement in financial reporting or
accounting, they should have an appropriate understanding of, and they should seek
good faith to adhere to, relevant accounting and financial reporting principles, standards,
laws, rules and regulations and the Company’s financial and accounting policies, controls
and procedures.
Employees should never direct anyone to create or approve a false or misleading record,or intentionally take any action that helps to create a false or misleading record, such as
withholding information from someone preparing a record.
Company records must be prescribed according to applicable laws and Company’srecords management policy. Employees may never destroy, alter, or conceal any record ifthey have been directed to retain it or if they know – or reasonably believe there is apossibility – of any litigation or any internal or external investigation concerning thatrecord.
If an employee believes a record was intentionally falsified or created to mislead, or ifanyone directed them to violate any section of this policy, they must immediately contact
Ombudsperson Office.
Employees may not selectively disclose (even in one-on-one or small meetings) any
material information regarding the Company. They should be particularly careful not todisclose such information during any presentations to customers, business providers,investors, or other third parties.

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Protecting Company
Assets and Property
Protecting Company Assets and Property
Company Assets includes all Company property and equipment like laptops, external
storage devices, phones, facilities, equipment and materials that are physical andtangible as well as intangible assets like intellectual property, electronic communication,
data as well as brand equity and reputation. They are valuable and have to be safeguarded
and protected. Assets are provided to employees primarily for the business of theCompany.
The following rules need to be observed while dealing with company assets:
 Take proper care of all the assets that are provided for the use of the employee andprotect against theft, misuse, loss or damage.
 Use Company assets only for legitimate business purpose in general. Certain specified
assets like laptop, data cards and phones are permitted for judicious and proper
personal use.
On cessation of employment for any reason, all Company assets must be returned
promptly and in good condition except for normal wear and tear.
Only legally authorized/ licensed software may be loaded and used on machines.
Passwords may not be shared nor confidential Company data sent to any outside party
without authorization.

The Company reserves the right to monitor, track and peruse all data and mails on all
Company assets. Please read the detailed IT policy regarding data protection, privacy andother matters.
The use of Company premises including guest houses that are owned/ managed by it for
personal or wrongful purposes is strictly prohibited.
Decorum and etiquette needs to be maintained while using Company premises at all
times.
The use of Company assets for individual profit or any unlawful, unauthorized personal orunethical purpose is prohibited. The Company’s information technology, intellectual
property (e.g., copyrights, patents, and trademarks), facilities, equipment, machines,
software, and cash maybe used for business purposes only, including responsible andaccurate expense reimbursement, and in accordance with applicable policies.
Copyrighted materials (e.g. books, music, software, magazines) should not be reproduced,
distributed, or altered without permission of the copyright owner or an authorized person.
Software used in connection with company business should be properly licensed andused only in accordance with that license. Using unlicensed software could constitutecopyright infringement and may be grounds for disciplinary action.

Monitoring and Recording at WorkIn cases involving safety or suspected misconduct (for example, investigating claims ofsexual harassment, workplace violence, or suspected theft), the Company reserves theright to monitor or inspect, without notice, any Company property or any personal
property on Company premises that may contain evidence of misconduct, consistent
with applicable law or any local data privacy notice. With respect to Company provided or
paid for communications devices or accounts, the Company may, as permitted by law or
any local data privacy notice, access any stored information (whether on the device,company servers or with a third-party) that may contain evidence of misconduct, andemployees are required to cooperate, including by providing access to the information,
when requested by the Legal department.

Employee privacy
Employees must take appropriate steps to protect confidential personal employee
information, including identification numbers, passwords, bank account information, andmedical information. Another employee’s personal information should never be accessedor obtained except in the course of work for a legitimate purpose.

30

FraudFraud, by act or conduct is deliberate concealment of what ought to have been disclosed
or misrepresentation of a fact to deceive or cheat to obtain an advantage or cause loss ordamage to the Company.

Employees must: Be honest in all their dealings with the Company and Business Associates. They areprohibited from willfully providing incorrect information or concealing relevant data
 Report promptly any instance of fraud or threat of fraud to their direct reporting
manager or the internal audit department or the Ombudsperson Office Not appropriate Company property, funds or any item of value that belongs to theCompany nor claim reimbursements that they are not entitled Not alter or forge cheques, financial records or Company data

Intellectual Property and Confidential Information
Intellectual Property includes trademarks, patents, copyrights, designs, domain names,
know how, technology, brands. Confidential and sensitive information of the Company
includes operations, budgets and business plans, major management changes,
forthcoming product launches or tie ups, acquisition or divestiture plans, internal memos,
financial, strategy, marketing and sales information, business plans, commercial
contracts, personnel and customer information, legal opinions and advice, company
manuals, technical information, email address lists, directories, agreements and such.
This list is not exhaustive and includes any data or information that is not in public domain
and is valuable for the Company.
The Company’s communication and information systems, including all Company
computers and mobile devices, are critical to the Company’s operation. Employees must
protect Company information from accidental or unauthorized disclosure. This includes
ensuring security of user IDs and passwords for all Company systems and devices.
Additionally, employees must comply with all Company policies relating to the use ofcomputer hardware and software on Company systems, and the acquisition, use, anddisposition of data on Company systems. Only approved software and hardware may be
used on Company systems, and such media must have a legitimate business purpose andbe malware free.

31Company systems, such as email or instant messaging cannot be used to engage inactivities that are illegal, violate Company policy, or could result in any liability for theCompany or reputational harm. Some examples of improper uses of company systems
include: pornographic, obscene, offensive, harassing or discriminatory content;
 unauthorized mass distributions; communications on behalf of commercial ventures; and communications directed to a group of employees on behalf of an outsideorganization.
Every employee has an obligation to safeguard Company information and this continues
even after cessation of employment.
The Company’s intellectual property is a valuable asset and must be protected byeveryone. Similarly, all employees must respect the proprietary rights of others bycomplying with all applicable laws.
An employee may not copy, use, or share copyrighted materials unless they obtain thespecific, written, prior consent of the owner, or unless such use is permitted underapplicable law as determined by the Legal department.

Community Responsibility
Safety, Health and Environment
The responsibility for maintaining a safe and healthy workplace and for doing business ina way that meets employees’ responsibilities to each other, to the customers, and the
public is a shared one.
The Company is committed to providing a safe workplace and to meeting its
environmental responsibilities.
An employee is expected to Maintain a clean and organized work space with no obstacles or potential hazards toself or others
 Switch off all lights and other appliances like printers, computers and photo copiers in
the work space when leaving office Observe safety rules and measures while driving, at home and at all times
 Follow Company policies and procedures for a safe and healthy work place including
smoking or prohibition on carrying fire arms / dangerous weapons
 Comply with any travel restrictions that may be notified like temporary unsafe places,
women travelling late at night and such Familiarize themselves with practice sessions like fire and emergency alarm drills andcomply promptly with instructions when faced with an actual situation
 Not undertake any illegal activity like betting or gambling in the office premises
 Be environmentally conscious and comply with laws and regulations on environmentthat may apply to the specific job profile Report any unsafe or illegal activity that may jeopardize the safety of others at thework place
Corporate Social Responsibility (CSR)
The Company has an obligation to the communities in which it operates to help inwhatever way it can to improve the quality of life for all. The Company is committed tovoluntary and affirmative action to provide sound education to economically weakersections, particularly the girl child so that the young have access to quality education andbecome employable. The group has set up the Bharti Foundation to achieve this objective.
The Company supports participation by employees on a voluntary basis in spending timewith Bharti Foundation by allowing one day’s paid leave for such work. Donations to Bharti
Foundation are also welcome and the Company presently has a policy that provides amatching contribution to the Foundation and any other approved voluntary organization.
Employees are not allowed to spend office time or resources nor seek donations fromcolleagues for such charities.
Corporate Sustainability
Corporate sustainability begins with the Company’s value system and a principles-based
approach to doing business. Responsible businesses endeavor to ensure the same values
and principles wherever they have a presence and ensure consistency in policies toachieve this goal.
The Company is committed towards Environmental, Social and Governance (“ESG”)
agenda to contribute to the global efforts to combat climate change and ensure inclusive
growth.
All employees and business associates are required to read and understand all ESG led
policies, processes, initiatives and targets of the Company and contribute towards
achievement of the same. While doing so, employees must respect all national andinternational laws, regulations, and guidelines.
Expectations from employees
 Promote and follow sustainable behavior in all operations
 Understand all sustainability goals and targets adopted by the Company andcontribute towards their achievement Demonstrate integrity, professionalism, and due diligence in following National
Guidelines on Responsible Business Conduct (NGRBC) principles, United Nations
Global Compact (UNGC) principles as updated from time to time in all business
operations
 Strive to achieve highest global standards and benchmark

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Notes35

Registered Office

Bharti Airtel Limited
Airtel Center, Plot No.16, Udyog Vihar,
Phase-IV, Gurugram-122015, India
Telephone No.: +91 124 4222222
Fax No.: +91 124 4248063

Corporate Office

Bharti Airtel Limited
Bharti Crescent, 1, Nelson Mandela Road,
Vasanr Kunj, Phase-II, New Delhi-110 070, India
Telephone No.: +91 11 46666100
Fax No.: +91 11 46666137
CIN No.: L74899HR1995PLC095967