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Date: February 25, 2016

Name: K Madhav Rao
Address: GI­770, Sarojini Nagar,New Delhi –
110023
New
Delhi
Delhi
India

Dear K Madhav,

With reference to your application and the subsequent interview, we have pleasure in offering you an
appointment as Executive in the Finance>Analyst department in band F in Bharti Airtel Ltd.. The
terms and conditions of your appointment are as follows:­

1. APPOINTMENT AND REPORTING:

1.1 This offer of appointment is purely provisional subject to your joining on or before
March 7, 2016 and it shall stands forthwith withdrawn in the event of following:
i. If any information provided by you is found to be incorrect or misrepresented
or concealment of any important information.
ii. If any documents furnished by you for this employment is found
false/fabricated.
iii. Adverse report of your background verification.
The terms and conditions of appointment shall be effective from your date of
joining.
1.2 You will initially report to Mohit Sethi, which can subsequently be changed at the
sole discretion of the company.

2. EMOLUMENTS AND TAXES:

2.1 Your remuneration will be as per the details provided in Annexure annexed
hereto.
2.2 You shall be solely responsible for paying any taxes, direct or indirect, state or
local, whether payable in India or elsewhere which may result from the remuneration
including if applicable any shares issued under ESOP scheme being paid to you
pursuant to your employment here under.The Company is entitled to deduct from
your remuneration, income tax, other taxes and levies which it is liable to deduct at
source as applicable.
All information regarding your remuneration and terms of employment are
confidential and you shall not divulge the contents to any other employee of the
Company.

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3. PROBATION:
3.1 You shall initially be on probation for a period of six months from the date of
joining Bharti Airtel Ltd.. The same may however, be extended if so deemed
necessary by the management of the Company ("Management").
3.2 On completion of probation period, either initial or extended, as the case may be,
the Management may in its sole discretion confirm your employment with the
Company, by issuing a letter to the said effect. You will be deemed to be on
probation till you receive the letter of confirmation from the Management.

4. TERMINATION:
4.1 During your probation period either the Company or you may terminate your
employment at any time, without assigning any reasons, by providing seven (7)
days’ written notice or seven (7) days’ basic salary in lieu thereof. Upon your
confirmation either the Company or you may terminate your employment at any
time, without assigning any reasons, by providing two (2) months’ written notice or
two (2) months’ basic salary in lieu thereof. However, considering that during the
course of your employment with the Company, you shall be privy to or shall
otherwise have access to sensitive and confidential information of the Company,
which may include products’ related information for existing or conceived products,
business plans, information related to existing and planned projects, vendors and
partners’ related information and other valuable information of the Company or you
may be or needed to be engaged in a project that needs to be completed or for the
needs of other business reasons/requirements, in the event you choose to
terminate your employment with the Company, the Company shall have the right to
refuse acceptance of two (2) months’ basic salary in lieu of notice period and
require you to continue to serve the Company during the notice period or any part
thereof, OR, for the duration of notice period or any part thereof, require you not to
take up employment or any other engagement (including as a consultant or
advisor), whether on a full time or part time basis, with any person or entity which is
in business or plans to commence business competing with the business of the
Company.
4.2 Your employment shall stand terminated forthwith without any notice in the event
of the following:
i. if you do not join within the stipulated date, unless extended in writing.
ii. if you are held guilty of any offence involving moral turpitude or any breach of
the code of conduct of the Company.
4.3 Upon termination of your employment, you (or your legal heirs as the case may be)
will complete the exit formalities and shall immediately return to the Company, any
and all documents, manuals, documented confidential information (without making
any copies thereof and/ or extracts there from), kits and other property belonging to
the Company that may be entrusted to and/ or placed in your possession by virtue
of and/ or during the course of your employment with the Company. You (or your
legal heirs as the case may be) shall also deliver to the Company immediately all
notes, analyses, summaries and working papers relating thereto. Prior to leaving
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the Company, you will also ensure that all your outgoing/ pending activities are
successfully completed and properly handed over to the satisfaction of your
reporting manager.

5. INITIAL POSTING AND TRANSFER:

5.1 Your initial place of posting shall be at Gurgaon
5.2 However, at the sole discretion of the Management, you will be liable to be
transferred /deputed from one place to another any where in India or abroad and/or
from one department to another or from one establishment to another and/or to any
other concern including to any of Company’s affiliates, associates, group
companies and/or entities in which the Company may be having any interest
whether existing or which may be set up in future.
5.3 Consequent upon your transfer, all the existing terms and conditions of your
employment shall remain same.
5.4 As per the exigency of business, you may be required to carry out addition work for
the Company’s affiliates/associates/group companies.

6. GENERAL EMPLOYMENT OBLIGATIONS:

6.1 During your employment with us, you shall not be engaged, concerned or interested
directly or indirectly in any other occupation, business or employment whatsoever
(either for remuneration or on a honorary basis), and shall devote your whole time,
attention and abilities exclusively to the performance of your duties and shall
faithfully serve the Company and use your best endeavor to promote the interest
and business thereof. In the event of above, the company shall be entitled to take
appropriate action.
6.2 You shall be governed by the service rules and regulations of the Company, as
amended by the Management, from time to time including the code of conduct, the
terms of which are hereby incorporated by reference. You shall sincerely abide by
and carry out operational instructions/procedures as contained in the Company’s
guidelines and other administrative instructions as may be issued by the
Management from time to time.
6.3 The work product generated by you while performing the services during the term of
your employment, including all electronic data, papers, worksheets, logs, records,
reports, documents, training material and other materials developed or prepared by
you, shall be the sole and exclusive property of the Company. Without limiting the
generality of the foregoing, the Company will own all intellectual property rights in
any work, invention, discovery, improvement or design, which you make or
conceive:
i. while employed by the Company and in connection with the business of the
Company or a related body corporate; or
ii. by using the resources, facilities, or confidential information of the Company
or its affiliates/associates/group companies.
For the purposes of this clause, intellectual property rights include, but are not
limited to, rights in relation to or arising from patents, design registrations,

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trademarks and copyright. You undertake to execute necessary documents and do

all such acts, at the request of the Company that may be required to give effect to
this provision. You shall return to the Company such materials upon the termination
of your employment or at the request of the Company at any time during the term of
your employment.
6.4 You will be responsible for the safe custody of all documents, manuals and kits and
other property belonging to the Company that may be entrusted to and/ or placed in
your possession by virtue of and/ or during the course of your employment with
the Company.
6.5 Being a managerial cadre employee you will be responsible for the overall smooth
and effective functioning of the department / establishment / office / staff /
employees under your charge and will be directly responsible for the successful and
timely completion of any job / work assigned to you or any person working under
your control and supervision and/or within the department / establishment/office of
which you are for the time being holding the charge. You would adhere to the norms
of office discipline. You would also be responsible to ensure proper and effective
adherence to the norms of office discipline including working hours, systems and
procedures by the staff / employees working under your supervision and/or in the
department/ office / establishment under your charge.
6.6 You shall keep the Management informed of your latest postal address at all times
and intimate in writing in case of change of address. Any communication sent to
you by the management on your last known address (as intimated by you) shall be
deemed to have been duly served notwithstanding the fact that you have changed
your address.

7. CONFIDENTIALITY:
7.1 You shall not, except as authorized or required by your obligations in terms hereof,
reveal to any person or entity any of the trade secrets, secret or confidential
information, information contained in any manuals or dealings or any information
concerning the organization, business, finances, transactions or affairs of the
Company and/or its affiliates/associates/group companies (‘confidential
information’), which may come to your knowledge and/ or be imparted to you by the
Company during his employment here under. You shall hold in strict confidence, all
such confidential information. This restriction shall survive termination of your
employment with the Company without limit in point of time but shall cease to apply
to information or knowledge which may come into the public domain without any of
fault on your part.
7.2 You shall not during the term of your employment or at any time thereafter, use or
permit to be used, any information, notes or memoranda relating to the business
and/ or transactions of the Company and/or its affiliates/associates/group
companies which may come to your knowledge and/ or possession by virtue of his
employment with the Company for any purpose other than for the benefit of the
Company.
7.3 You acknowledge that the breach of any of the provisions of Clause 6 hereof will
cause irreparable loss and harm to the Company which cannot be reasonably or
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adequately compensated by damages in an action at law, and accordingly, the

Company will be entitled, to injunctive and other equitable relief to prevent or cure
any breach or threatened breach thereof, but no action for any such relief shall be
deemed to waive the right of the Company to an action for damages.

8. LEAVES AND OTHER SERVICE BENEFITS:

8.1 You will be entitled to leave, holidays and other service benefits as per the rules of
the management as framed from time to time and applicable to the managerial
cadre employees in the office/establishment/department in which you are for the
time being posted.
9. RETIREMENT:
9.1 You shall retire on the attainment of 58 years unless specially required by the
Company in writing to continue in service beyond this age. Your employment shall
stand terminated on the last working day of the month of your retirement for which
no notice shall be required.

10. CONTINUATION OF EMPLOYMENT:

10.1 It is understood that this employment is being offered to you on the basis of the
particulars submitted by you with the Company at the time of recruitment process.
However, if at any time it should emerge that the particulars furnished by you are
false/incorrect or if any material or relevant information has been suppressed or
concealed this appointment will be considered ineffective and irregular and would be
liable to be terminated by the management forthwith. without notice. This will be
without prejudice to the right of the management to take disciplinary action against
you for the same.
10.2 Your appointment and its continuation is subject to your being medically fit and the
Management reserves its right to ask you to undergo medical examination, as and
when deemed necessary.

11. GOVERNING LAW AND JURISDICTION:

11.1 This appointment letter shall be governed and construed in accordance with the
laws of India. It is agreed that any dispute of whatsoever nature between you and
management will be subject to exclusive jurisdiction of courts of [Delhi] whether
they be civil courts, labour courts, industrial tribunals or any other courts or
authority of whatsoever nature.

In case this offer of employment is acceptable to you, as a token of your acceptance of the terms
and conditions of employment offered, please accept the offer online by clicking the Accept
Button.
You are also requested to indicate the date on which you are willing to join the Company.

Yours faithfully,

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Authorized Signatory
Bharti Airtel Ltd.

I have gone through the aforesaid terms and conditions / terms of appointment and have fully
understood the same.I hereby accept the above appointment on the terms and conditions stated
herein above.

Dated _____________ _____________________________

K Madhav Rao ­ Signature

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Name K Madhav Rao

Department: Finance>Analyst
Designation Executive
Band F
D.O.J March 7, 2016
Proposed Total Cost to Company (TCTC) Breakup:
Sr. No. Components Amount (INR Per Annum)

Fixed Components (Mandatory)

1 Basic 140,000
2 PF 16,800
3 Gratuity 6,734
Total ­ I 163,534

Flexible Benefits Plan (Optional Cafeteria Basket)

1 HRA/CLA Min 30% ­ upto 50% of Basic Salary
2 Car Hiring Charges** As per Company Car Hire Policy
3 Driver ** As per Company Policy
4 Petrol & Maintenance ** As per Company Policy
5 LTA Reimbursement Actuals, as Opted for
6 Medical Reimbursement Upto INR 15000 P.A.
7 Special Allowance Actuals, as Opted for
8 Mediclaim Insurance As per Company Policy
Total II 151,466
Total Fixed Pay (A) = I + II 315,000
Total Variable Pay (B)* 35,000
Total Cost to the Company (TCC) = A + B 350,000.00

* PAYABLE AS PER THE ANNUAL PERFORMANCE BONUS SCHEME AND ANNUAL PERFORMANCE BONUS POLICY OF THE
COMPANY.
** Alternatively, you can also avail of a Conveyance Reimbursement as per Company Policy
Any amount incurred by the company for your relocation expenses or paid to you by the company in
lieu of notice pay buyout or as joining bonus will be recovered in full in case you exit from the
company before completing one year of service from your date of joining.

Yours faithfully,

Authorized Signatory
Bharti Airtel Ltd.

I have gone through the aforesaid terms and conditions / terms of appointment and have fully
understood the same. I hereby accept the above appointment on the terms and conditions stated
herein above.

Dated _____________ _____________________________

K Madhav Rao Signature

Regd. Office:Bharti Crescent, 1, Nelson Mandela Road, Vasant Kunj Phase II, New Delhi ­ 110 070, India
Tel: +91 11 4666 6100 Fax: +91 114166 6137 E­mail:121@in.airtel.com, Corporate Identity Number:L74899DL 1995PLC070609

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