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:

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.

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 has informed the stock exchanges of its scheduled participation in the Citi Pan-Asia Conference, as part of its disclosure obligations under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The filing was made on May 13, 2026, and signed by Rohit Krishan Puri, Company Secretary and Compliance Officer.

Conference Participation Details

The company will engage with analysts and institutional investors through group and one-on-one meetings at the upcoming conference. The key details of the event are outlined below:

Regulatory Disclosures and Notes

As part of the disclosure, Bharti Airtel has highlighted the following important notes regarding its investor interactions:

• No unpublished price-sensitive information pertaining to the company will be disclosed or shared at any of its meetings with analysts or institutional investors.
• The schedule of the mentioned meet(s) is subject to change, and any such change may occur due to exigencies on the part of investors or the company.

The disclosure has been made for records and appropriate dissemination to the stock exchanges.