1.  We have audited the attached Balance Sheet of Bharti Airtel Limited
 (''Bharti Airtel'' or ''the Company'') as at March 31, 2011 and also the
 Profit and Loss account and the Cash Flow statement for the year ended
 on that date annexed thereto.  These financial statements are the
 responsibility of the Company''s management. Our responsibility is to
 express an opinion on these financial statements based on our audit.
 
 2.  We conducted our audit in accordance with auditing standards
 generally accepted in India. Those Standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the fi
 nancial statements are free of material misstatement. An audit includes
 examining, on a test basis, evidence supporting the amounts and
 disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and signifi cant estimates
 made by management, as well as evaluating the overall financial
 statement presentation. We believe that our audit provides a reasonable
 basis for our opinion.
 
 3.  As required by the Companies (Auditor''s Report) Order, 2003 (as
 amended) issued by the Central Government of India in terms of
 sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose
 in the Annexure a statement on the matters specifi ed in paragraphs 4
 and 5 of the said Order.
 
 4.  Further to our comments in the Annexure referred to above, we
 report that:
 
 i. We have obtained all the information and explanations, which to the
 best of our knowledge and belief were necessary for the purposes of our
 audit;
 
 ii. In our opinion, proper books of account as required by law have
 been kept by the Company so far as appears from our examination of
 those books;
 
 iii. The balance sheet, Profit and loss account and cash fl ow
 statement dealt with by this report are in agreement with the books of
 account;
 
 iv. In our opinion, the balance sheet, Profit and loss account and
 cash fl ow statement dealt with by this report comply with the
 accounting standards referred to in sub-section (3C) of Section 211 of
 the Companies Act, 1956.
 
 v. On the basis of the written representations received from the
 directors, as on March 31, 2011, and taken on record by the Board of
 Directors, we report that none of the directors is disqualifi ed as on
 March 31, 2011 from being appointed as a director in terms of clause
 (g) of sub- section (1) of Section 274 of the Companies Act, 1956.
 
 vi. In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts give the information
 required by the Companies Act, 1956, in the manner so required and give
 a true and fair view in conformity with the accounting principles
 generally accepted in India;
 
 a) in the case of the balance sheet, of the state of affairs of the
 Company as at March 31, 2011;
 
 b) in the case of the Profit and loss account, of the Profit for the
 year ended on that date; and
 
 c) in the case of cash fl ow statement, of the cash flows for the year
 ended on that date.
 
 Annexure referred to in paragraph 4 of our report of even date Re:
 BHARTI AIRTEL LIMITED (''the Company'')
 
 (i) (a) The Company has maintained proper records showing full
 particulars with respect to most of its fixed assets, however, is in
 the process of updating quantitative and situation details with respect
 to certain fixed assets in the records maintained by the Company.
 
 (b) The capitalised fixed assets are physically verifi ed by the
 management according to a regular programme designed to cover all the
 items over a period of three years.  Pursuant to the programme, a
 portion of fixed assets and capital work in progress has been
 physically verifi ed by the management during the year, which in our
 opinion is reasonable having regard to the size of the Company and
 nature of its assets. The Company is in the process of reconciling the
 quantitative and situation details of the physical verifi cation
 results with the records maintained by the Company.
 
 (c) There was no substantial disposal of fixed assets during the year.
 
 (ii) (a) The inventory (other than inventory with third parties) has
 been physically verifi ed by the management during the year. In our
 opinion, the frequency of verifi cation is reasonable.
 
 (b) The procedures of physical verifi cation of inventory followed by
 the management are reasonable and adequate in relation to the size of
 the Company and the nature of its business.
 
 (c) The Company is maintaining proper records of inventory and no
 material discrepancies were noticed on physical verifi cation.
 
 (iii) The Company has neither granted nor taken any loans, secured or
 unsecured, to companies, fi rms or other parties covered in the
 register maintained under Section 301 of the Companies Act, 1956.
 Accordingly, clause 4(iii) of the Companies (Auditor''s Report) Order,
 2003 (as amended) is not applicable to the Company for the current
 year.
 
 (iv) In our opinion and according to the information and explanations
 given to us, having regard to the explanation that certain items
 purchased are of special nature for which suitable alternative sources
 do not exist for obtaining comparative quotations, there is an adequate
 internal control system commensurate with the size of the Company and
 the nature of its business for the purchase of inventory, fixed assets
 and for the sale of goods and services. Further, on the basis of our
 examination of the books and records of the Company, and according to
 the information and explanations given to us, we have neither come
 across nor have been informed of any continuing failure to correct
 major weaknesses in the aforesaid internal control system.
 
 (v) (a) According to the information and explanations provided by the
 management, we are of the opinion that the particulars of contracts or
 arrangements referred to in Section 301 of the Act that need to be
 entered into the register maintained under Section 301 have been so
 entered.
 
 (b) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of such contracts or
 arrangements exceeding value of Rupees fi ve lakhs have been entered
 into during the financial year at prices which are reasonable having
 regard to the prevailing market prices at the relevant time.
 
 (vi) The Company has not accepted any deposits from the public within
 the meaning of Sections 58A and 58AA of the Act and the rules framed
 there under.
 
 (vii) In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 (viii) We have broadly reviewed the books of accounts maintained by
 Company pursuant to the rules made by the Central Government for the
 maintenance of cost records under Section 209(1) (d) of the Companies
 Act, 1956 and are of the opinion that prima facie, the prescribed
 accounts and records have been made and maintained. We have not,
 however, made a detailed examination of records with a view to
 determine whether they are accurate or complete.
 
 (ix) (a) The Company is generally regular in depositing with
 appropriate authorities undisputed statutory dues including provident
 fund, investor education and protection fund, employees'' state
 insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty
 and cess and other material statutory dues applicable to it. The
 provisions relating to excise duty is not applicable to the Company.
 
 Further, since the Central Government has till date not prescribed the
 amount of cess payable under Section 441A of the Companies Act, 1956,
 we are not in a position to comment upon the regularity or otherwise of
 the Company in depositing the same.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of provident fund, investor
 education and protection fund, employees'' state insurance, income-tax,
 sales-tax, wealth- tax, service tax, customs duty, cess and other
 material undisputed statutory dues were outstanding, at the year end,
 for a period of more than six months from the date they became payable.
 
 (c) According to the records of the Company, the dues outstanding of
 income-tax, sales-tax, wealth-tax, service tax, customs duty and cess
 on account of any dispute, are as follows:
 
 Name of the Statutes        Nature of           Amount Disputed
                             the Dues            (in Rs. Mn)
 
 Andhra Pradesh VAT Act      Sales Tax             4,661.28
 
 Gujarat Sales Tax Act       Sales Tax                 0.93
 
 West Bengal Sales Tax Act   Sales Tax                 0.40
 
 West Bengal Sales Tax Act   Sales Tax                 0.01
 
 West Bengal Sales Tax Act   Sales Tax                 0.28
 
 West Bengal Sales Tax Act   Sales Tax                  -
 
 West Bengal Sales Tax Act   Sales Tax               324.85
 
 West Bengal Sales Tax Act   Sales Tax             1,095.80
 
 UP VAT Act                  Sales Tax                 2.93
 
 UP VAT Act                  Sales Tax                 9.18
 
 UP VAT Act                  Sales Tax                 0.88
 
 UP VAT Act                  Sales Tax                 0.50
 
 UP VAT Act                  Sales Tax                22.71
 
 UP VAT Act                  Sales Tax                 9.45
 
 UP VAT Act                  Sales Tax                  -
 
 UP VAT Act                  Sales Tax                 4.36
 
 UP VAT Act                  Sales Tax                 0.54
 
 Haryana Sales Tax Act       Sales Tax                 2.80
 
 Haryana Sales Tax Act       Sales Tax                 1.35
 
 Haryana Sales Tax Act       Sales Tax                 1.80
 
 Punjab Sales Tax Act        Sales Tax                 0.61
 
 Madhya Pradesh Commercial   
 Sales Tax Act               Sales Tax                22.08
 
 Madhya Pradesh Commercial 
 Sales Tax Act               Sales Tax                15.44
 
 UP VAT Act                  Sales Tax                 1.13
 
 Karnataka Sales Tax Act     Sales Tax             3,449.57
 
 Kerala Sales Tax Act        Sales Tax                 0.80
 
 Bihar Value Added Sales 
 Tax Act                     Sales Tax                11.33
 
 Bihar Value Added Sales 
 Tax Act                     Sales Tax                19.87
 
 Delhi Value Added Tax Act   Sales Tax                12.75
 
 J&K General Sales Tax       Sales Tax                28.85
 
 Karnataka Sales Tax Act     Sales Tax                 0.15
 
 Tamil Nadu Sales Tax Act    Sales Tax               634.28
 
 Sub Total (A)                                   1 0,336.88
 
 Finance Act, 1994 (Service 
 tax provisions)             Service Tax           1,458.99
 
 Finance Act, 1994 (Service 
 tax provisions)             Service Tax              46.81
 
 Finance Act, 1994 (Service 
 tax provisions)             Service Tax               0.45
 
 Finance Act, 1994 (Service 
 tax provisions)             Service Tax             231.02
 
 Finance Act, 1994 (Service 
 tax provisions)             Service Tax              19.77
 
 Finance Act, 1994 (Service 
 tax provisions)             Service Tax             334.52
 
 Finance Act, 1994 (Service 
 tax provisions)             Service Tax               -
 
 Finance Act, 1994 (Service 
 tax provisions)             Service Tax               5.56
 
 Finance Act, 1994 (Service 
 tax provisions)             Service Tax               0.97
 
 Finance Act, 1994 (Service 
 tax provisions)             Service Tax               1.17
 
 Finance Act, 1994 (Service 
 tax provisions)             Service Tax               3.66
 
 Sub Total (B)                                     2,102.91
 
 
 
 
 Name of the Statue       Period to Which   Forum where the dispute is
                          it Relates        pending
 
 Andhra Pradesh VAT Act  2000-02; 2005-08;  High Court of Andhra Pradesh
                         2009-10
 
 
 Gujarat Sales Tax Act   2006-07            Commissioner (Appeals)
 
 West Bengal Sales Tax 
 Act                     1996-97            DCCT - Appellate Stage
 
 West Bengal Sales Tax 
 Act                     1997-98            DC Appeals
 
 West Bengal Sales Tax 
 Act                     1995-96            The Commercial Tax Officer
 
 West Bengal Sales Tax 
 Act                     2004-05         West Bengal Taxation Tribunal
 
 West Bengal Sales Tax 
 Act                     2005-06            DCCT Appeal
 
 West Bengal Sales Tax 
 Act                     2006-08            Appellate Authority
 
 UP VAT Act              2004-05; 2006-08   Assessing Officer
 
 UP VAT Act              2002-10            Reviewing authorities
 
 UP VAT Act              2009-10            Additional Commissioner 
                                            Appeals
 
 UP VAT Act              2003-04            Joint Commissioner Appeals
 
 UP VAT Act              2003-07; 2009-10   Joint Commissioner Appeals
 
 UP VAT Act              2006-07;          High Court of Judicature at
                                        2010  Allahabad, Lucknow Bench
 
 UP VAT Act              2008-09   Assistant Commissioner of Sales tax
 
 UP VAT Act              2006-07; 2008-09   Commercial Taxes Tribunal
 
 UP VAT Act              2005-06                  Appellate Authority
 
 Haryana Sales Tax Act   2002-2004                 Joint Commissioner
 
 Haryana Sales Tax Act   2009-10                    Assessing Officer
 
 Haryana Sales Tax Act   2007-09        Finance Commissioner (Appeal)
 
 Punjab Sales Tax Act    2001-02         Joint Director (Enforcement)
 
 Madhya Pradesh Commercial 
 Sales Tax Act           1997-01 & 2003-06Deputy Commissioner Appeals
                         & 2007-08
 
 Madhya Pradesh Commercial 
 Sales Tax Act           2007-08                  Appellate Authority
 
 UP VAT Act              2002-05               Assistant Commissioner
 
 Karnataka Sales Tax Act 2002-09                             Tribunal
 
 Kerala Sales Tax Act    2009-11   Intelligence Offi cer Squad No. V,
                                                            Palakkad
 
 Bihar Value Added Sales 
 Tax Act                 2005-07          Joint Commissioner Appeals
 
 Bihar Value Added Sales 
 Tax Act                 2006-07; 2007-08     Assistant Commissioner
 
 
 Delhi Value Added Tax 
 Act                     2005-06                Sales Tax Department
 
 J&K General Sales Tax   2004-07                High Court
 
 Karnataka Sales Tax Act 2005-06                High Court
 
 Tamil Nadu Sales Tax Act1996-2001           Commercial Tax Officer
 
 Sub Total (A)
 
 Finance Act, 1994 
 (Service tax provisions)1997-2009;   Customs, Excise and Service Tax
                         2010-11                   Appellate Tribunal
 
 Finance Act, 1994 
 (Service tax provisions)1999-00, 2002-08      Commissioner (Appeals)
 
 Finance Act, 1994 
 (Service tax provisions)2004-06         Deputy Commissioner Appeals
 
 Finance Act, 1994 
 (Service tax provisions)2000-01 &                 Suppdt. of Mohali
                         2005-08
 
 Finance Act, 1994 
 (Service tax provisions)2004-07              Commissioner of Excise
 
 Finance Act, 1994 
 (Service tax provisions)2004-08         Commissioner of Service Tax
 
 Finance Act, 1994 
 (Service tax provisions)2006-07       Joint Commissioner of Central
                                                              Excise
 
 Finance Act, 1994 
 (Service tax provisions)2001-02;     Deputy Commissioner of Service
 
                         2005-06      Tax (Appeals)
 
 Finance Act, 1994 (Service 
 tax provisions)         1994-95      Additional Commissioner of
                                      Service Tax
 
 Finance Act, 1994 (Service 
 tax provisions)         1994-95;     Assistant Commissioner of
                         2003-04      Service Tax
 Finance Act, 1994 (Service 
 tax provisions)         2006-07      Joint Commissioner of Service Tax
 
 Sub Total (B)
 
 
 Name of the Statutes        Nature of           Amount Disputed
                             the Dues            (in Rs. Mn)
 
 
 Income Tax Act, 1961        Income Tax             2,884.73
 
 Income Tax Act, 1961        Income Tax                 5.95
 
 Income Tax Act, 1961        Income Tax             7,958.59
 
 Income Tax Act, 1961        Income Tax             1,602.90
 
 Income Tax Act, 1961        Income Tax             1,296.30
 
 Sub Total (C)                                     13,748.46
 
 Customs Act-1962            Custom Act             2,167.15
 
 Customs Act-1962            Custom Act                31.19
 
 Sub Total (D)                                      2,198.35
 
 
 Name of the Statue       Period to Which   Forum where the dispute is
                          it Relates        pending
 
 
 Income Tax Act, 1961     1994-2011        Commissioner of Income Tax
                                           (Appeals)
 Income Tax Act, 1961     1994-1995;       High Court
                          1996-97;
                          1999-00; 2003-05
 
 Income Tax Act, 1961     2006-07          Dispute Resolution Panel
 
 Income Tax Act, 1961     1996-97; 2005-10 Assessing Officer
 
 Income Tax Act, 1961     1997-98, 2000-01 Income Tax Appelate Tribunal
                          to 2006-07
 
 Sub Total (C)
 
 Customs Act-1962         2001-04; 2007-08 Commisioner of Customs
 
 Customs Act-1962         2005-06          Customs, Excise and Service
                                           Tax
                                           Appellate Tribunal, Chennai
 
 Sub Total (D)
 
 The above mentioned figures represent the total disputed cases without
 any assessment of Probable, Possible and Remote, as done in case of
 Contingent Liabilities. Of the above cases, total amount deposited in
 respect of Sales Tax is Rs. 1,024 Mn, Service Tax is Rs. 15 Mn, Income Tax
 is Rs. 1,572 Mn and Custom Duty is Rs. 74 Mn.
 
 (x) The Company has no accumulated losses at the end of the financial
 year and it has not incurred cash losses in the current and immediately
 preceding financial year.
 
 (xi) Based on our audit procedures and as per the information and
 explanations given by the management, we are of the opinion that the
 Company has not defaulted in repayment of dues to a financial
 institution, bank or debenture holders.
 
 (xii) According to the information and explanations given to us and
 based on the documents and records produced to us, the Company has not
 granted loans and advances on the basis of security by way of pledge of
 shares, debentures and other securities.
 
 (xiii) In our opinion, the Company is not a chit fund or a nidhi/
 mutual benefi t fund/society. Therefore, the provisions of clause
 4(xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended)
 are not applicable to the Company.
 
 (xiv) In our opinion, the Company is not dealing in or trading in
 shares, securities, debentures and other investments.  Accordingly, the
 provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order,
 2003 (as amended) are not applicable to the Company.
 
 (xv) According to the information and explanations given to us, the
 Company has given guarantee for loans taken by others from bank or fi
 nancial institutions, the terms and conditions whereof in our opinion
 are not prima facie prejudicial to the interest of the Company.
 
 (xvi) Based on information and explanations given to us by the
 management, term loans were applied for the purpose for which the loans
 were obtained.
 
 (xvii) According to the information and explanations given to us and on
 overall examination of the balance sheet of the Company, funds
 amounting to Rs. 40,796 Mn raised on short- term basis (primarily
 represented by capital creditors) have been used for long-term
 investment (primarily represented by fixed assets).
 
 (xviii) The Company has not made any preferential allotment of shares
 to parties or companies covered in the register maintained under
 Section 301 of the Companies Act, 1956.
 
 (xix) The Company has created security or charge in respect of
 debentures outstanding at the year end.
 
 (xx) The Company has not raised any money by public issues during the
 year.
 
 (xxi) According to the information and explanations furnished by the
 management, which have been relied upon by us, there were no frauds on
 or by the Company noticed or reported during the course of our audit
 except few cases of fraud, primarily in the nature of unauthorized use
 of Company''s services, on the Company by employees and external parties
 estimated at Rs. 5 Mn and Rs. 63.7 Mn, respectively, as detected by the
 management for which appropriate steps were taken to recover the amount
 and Rs. 2.8 Mn out of such estimated amounts, has been recovered by the
 Company.
 
 For S.R. BATLIBOI & ASSOCIATES 
 Firm Registration No. 101049W
 
 Chartered Accountants
 
 per Prashant Singhal
 
 Partner
 
 Membership No. 93283
 
 Place: New Delhi
 Date: May 5, 2011