Bharti Airtel has issued a postal ballot notice seeking shareholder approval for key leadership appointments following its Board of Directors meeting held on December 18, 2025. The comprehensive restructuring, set to take effect on January 1, 2026, represents a structured succession process that has been in development since October 2024.

Postal Ballot Process and Timeline

The company has engaged KFin Technologies Limited to provide remote e-voting facility to members for the postal ballot process. The voting will be conducted exclusively through remote e-voting, with no physical ballot forms being distributed.

Key Resolutions for Approval

The postal ballot notice includes seven resolutions requiring member approval, with the primary focus on leadership appointments and corporate governance matters.

Executive Leadership Transition Details

Gopal Vittal, who has led Bharti Airtel as Managing Director & CEO for thirteen years, will transition to Executive Vice Chairman with responsibilities for group synergies across digital and technology, network strategy, procurement, and talent management.

Shashwat Sharma will assume the role of Managing Director & CEO of Bharti Airtel India. His proposed remuneration includes fixed pay of ₹59.68 million per annum and variable pay of ₹19.89 million per annum at 100% performance, along with perquisites not exceeding 15% of fixed pay.

Gopal Vittal's proposed remuneration as Executive Vice Chairman includes fixed pay of ₹135.99 million per annum and variable pay of ₹87.99 million per annum at 100% performance.

Additional Appointments and Amendments

The ballot also seeks approval for appointing Dinesh Kumar Khara, former Chairman of State Bank of India, as an Independent Director for a five-year term from November 3, 2025, to November 2, 2030.

Significant amendments to the company's Memorandum and Articles of Association are proposed to align with the Telecommunications Act, 2023, and contemporary governance standards, including deletion of several reserved matters previously held by Singapore Telecommunications (Singtel).

Voting Eligibility and Process

Shareholders whose names appear in the Register of Members as on the cut-off date of December 27, 2025, are eligible to vote. The company has sent the notice via email to registered addresses and published newspaper advertisements for members whose email addresses are not registered.

Members holding shares in physical form are requested to register their email addresses using Form ISR-1, while demat account holders should update details with their respective Depository Participants.

Bharti Airtel Limited has received a penalty notice of ₹1.25 lakh from the Department of Telecommunications for alleged violations of subscriber verification norms. The telecom major disclosed this development to stock exchanges under Regulation 30 of SEBI Listing Obligations and Disclosure Requirements Regulations, 2015.

Penalty Details and Regulatory Action

The Department of Telecommunications, Uttar Pradesh (East) LSA imposed the penalty following a Customer Application Form (CAF) audit conducted for July 2025. The regulatory authority alleged that Bharti Airtel violated subscriber verification norms under the License Agreement terms and conditions.

Regulatory Compliance Framework

Under the License Agreement, telecom operators are required to ensure adequate verification of customers before enrolling them as subscribers. The Department of Telecommunications conducts periodic Customer Application Form audits to confirm compliance with licensing terms and conditions. These audits serve as a regulatory mechanism to ensure that telecom companies maintain proper subscriber verification protocols.

Company's Response and Financial Impact

Bharti Airtel has decided not to contest the penalty and will proceed with payment. The company stated that the maximum financial impact is limited to the extent of the penalty levied, which amounts to ₹1.25 lakh.

Disclosure Timeline and Technical Issues

The regulatory filing experienced a delay due to technical errors on the NEAPS Portal and BSE Listing Centre. Bharti Airtel informed the respective stock exchanges about these technical difficulties within prescribed timelines. The disclosure was subsequently filed once the technical issues were resolved.

Regulatory Context

Customer Application Form audits are routine regulatory exercises conducted by the Department of Telecommunications to ensure telecom operators comply with subscriber verification requirements. These verification norms are essential components of the licensing framework governing telecom services in India, designed to maintain service quality and regulatory compliance across the industry.