Tata Communications Limited — Capital/Financing Update 2021

Mar 15, 2021

HQ/CS/CL.24B/17076A March 15, 2021

National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Mumbai – 400 051 SYMBOL: TATACOMM

BSE Limited P.J. Towers, Dalal Street, Mumbai – 400 001 Scrip Code: 500483

Dear Sir / Madam,

Sub.: Intimation under Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find attached herewith the copy of the notice (Attachment 1) which has been received by the Company from the President of India, acting through the Ministry of Communications ("GoI") intimating, inter-alia, GoI's intention to make an offer for Sale ("OFS") of up to 2,85,00,000 Equity Shares of the Company, (10.00% of the total paid up equity share capital of the Company), with an option to additionally sell 17,446,885 Equity Shares (6.12% of the total paid up equity share capital of the Company).

It is requested to note the above.

Thanking you,

Yours faithfully, For Tata Communications Limited

Sudipto Das Deputy General Manager

1TTffl '<1'< c.f> I'< ~ &N ~ S4~~)ftlc6l ii?llcl4 <i~'<i'eil'< ~ ^~1-fcA, 20, 3fmq,J m ~ ^~ -110001 Government of India Ministry of Communications & IT Department of Telecommunications Sanchar Bhawan, 20 Ashok Road New Delhi-110 001 WEBSITE : www.dot.gov.ln

File No.: 29-6/2020-SU (Part) Dated: March 15, 2021

TffiS NOTICE (AS DEFINED HEREIN) IS NOT FOR RELEASE, PUBLICATION AND/OR DISTRIBUTION IN AND/OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA, OR THE DISTRICT OF COLUMBIA (TOGETHER, THE "UNITED STATES") (EXCEPT TO "QUALIFIED INSTITUTIONAL BUYERS", AS DEFINED HEREIN) OR ANY "OTHER JURISDICTIONS" (AS DEFINED HEREIN). FOR FURTHER INFORMATION, SEE "IMPORTANT INFORMATION" HEREIN.

The Managing Director, BSE Limited, PhirozeJeej eebhoy Towers, Dalal Street, Mumba i - 400 00 I India

The Managing Director,

National Stock Exchange oflndia Limited, Exchange Plaza, Plot o. C/1, G Block, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051 India

Dear Sir/Madam,

Subject: Notice of the proposedoffer for sale of equity shares of face value of Rs.10 each ("Equity Shares") of Tata Communications Limited (the "Company") by one of its promoters, the President of India, acting through the Department of Telecommunications, Ministry of Communications, Government of India, through 'Offer for Sale of shares by promoters through the stock exchange mechanism' (the "Notice")

Please refer to Clause 5(b) of the circular number CIR/MRD/DP/ 18/20 12 dated July 18, 20 12 notified by the Securities and Exchange Board of India ("SEBI") pertaining to comprehensive guidelines on offer for sale of shares by promoters through the stock exchange mechanism, as amended by circular number CIR/MRD/DP/04/201 3 dated January 25, 20 13, circular number CIR/MRD/DP/17/201 3 dated May 30, 2013, circular number CIR/MRD/DP/24/20 I 4 dated August 8, 201 4, circular number CIR/MRD/DP/32/2014 dated December 1, 201 4, circular number CIR/MRD/DP/12/201 5 dated June 26. 2015, circular number CIR/MRD/DP/36/201 6 dated February 15, 2016, circular number CIR/MRD/DP/65/201 7 dated June 27, 2017, and circular number SEBI/HO/MRD/DOPI/CfR/P/2018/ 159 dated December 28, 20 18 (the "SEBI OFS Circular"), read with Section 21 of Chapter I of the Master Circular for Stock Exchange and Clearing Corporation - circular no. SEBI/HO/MRD/DP/CIR/P/ 11 7 dated October 25, 2019 issued by SEBI (together with SEBI OFS Circular, the "SEBI OFS Circulars"), read with (a) "Revised Operational Guidelines for Offer for Sale (OFS) Segment'' issued by BSE by way of its notice bearing no. 20200701-27 and dated July I, 2020 and, to the extent applicable, the previous notices issued by BSE in th is regard; and (b) "Offer/or Sale- Introduction of Interoperability" issued by SE by way of its circular bearing no. 51 /2020 and dated June 30, 2020 and, to the extent applicable, the previous circulars issued by NSE in this regard (together with the SEBI OFS Circulars, the "OFS Guidelines").

The President of India, acting through and represented by the Department of Telecommunications, Ministry of Communications, Government of India, is one of the promoters of Tata Communications Limited(the "Seller"). The Seller proposes to sell up to 2,85,00,000Equity Shares of the Company, (representing I 0% of the tota l issued and paid up equity share capital of the Company) ("BascOffer Size") (held in demateria lized form in one or more demat accounts with the relevant depository participant), on March 16, 202 1, ("T day") (for non-Retail Investors only) and on March 17, 2021 ("T+l day") (for Retail Investors and for non-Retail Investors, including who choose to carry forward their una llocated bids)with an option to additionally sell 1,74,46,885 Equity Shares (representing 6.12% of the total issued, subscribed and fully paid up equity share capital of the Company) (the "Oversubscription Option" and in the event that the Oversubscription Option is exercised, the Equity Shares forming part of the Base Offer Size and the Oversubscription Option will represent 16. 12% of outstanding Equity Sha res of the Company, i.e. 4,59,46,885 Equity Shares and will collectively, hereinafter be referred to as "Offer Shares" while in the event that such Oversubscription Option is not exercised, the Equity Shares forming part of the Base Offer Size will be referred to as "Offer Shares")through a separate, designated window of the BSE Limited (the "BSE") and the National Stock Exchange of India Limited (" SE", and together with the BSE, the " tock Exchanges"), in accordance with the OFS Guidelines (such offer for sale hereinafter referred to as the ·'Offer").

The Seller is one of the joint promoters of the Company. The other promoters of the Company are PanatoneFinvest Limited and Tata Sons Private Limited.

The Offer shall be undertaken exclusively through the Seller's Brokers named below on a separate window provided by the Stock Exchanges for this purpose.

Immediately after the Offer, the Seller sha ll offerto one of the other promoters of the Company (namely PanatoneFinvest Limited) to purchase the rema ining Equity Shares held by the Seller in the Company at the price asdiscoveredin the Offer. This transaction will be an off market transaction. S£Bl,vide its letter dated February 12, 202 1, has granted an exemption from the applicability of the cooling off period of 12 weeks prior to/ from the date of the Offer, as prescribed under paragraph I (b) of the circular number CIR/MRD/DP/18/2012 dated July 18, 20 12. By granting this exemption SEBI has permitted the Seller to sell the rema in ing Equity Shares held by it in the Company, in favour of the strategic partner i.e.

PanatoneFinvest Limited, who is another promoterof the Company and pursuant to the said exemption,PanatoneFinvest Limited is permitted to purchase Equ ity Shares of the Company as aforesaid, during the cooling off period.

This otice is being issued to the Stock Exchanges setting forth details of the Offer, in accordance with the requirements of Clause 5(b) of the SEBI OFS Circular,are set forth below. Other important information in relation to the Offer is set out below under the heading "Important Information", and the information inc luded therein constitutes an integral part of the terms and cond itions of the Offer. Bidders/ prospective purchasers, as well as their brokers, are required to read the infonnation included in this Notice in its entirety along with the OFS Guidelines, before participating in the Offer.

Sr. No.	Details required to be mentioned in the Notice	Particulars of the Offer
1.	Name of the Seller (Promoter I Promoter Group)	The President of lndia, acting through and represented by the Department of Telecommunications, Ministry of Communications, Government of India
2.	Name of the company whose shares are proposed to be sold and ISfN	Name: Tata Communications Limited JSlN: I El 51A0I0I 3
3.	Name of the stock exchange where orders shall be placed	BSE and NSE
4.	ame of the designated stock exchange	BSE Limited
5.	ame of the designated clearing corporation	SE Clearing Limited
6.	Dates and time of the opening and closing of the Offer	The Offer shall take place on a separate window of the Stock Exchanges on March I 6, 2021 ("T" day) and March 17, 202 1 ("T+ l " day), from 9: I 5 a.m. to 3 :30 p.m. (Indian Standard Time) on both days, as per details given below.
		For non-Retail Investors (defined below)
		Only non-Retail Investors shall be allowed to place their bids on T day, i.e., March I 6, 202 1. While placing their bids, non-Retail Investors may indicate their willingness to carry forward their un-allocated b ids to T + I day for allocation to them in the unsubscribed portion of Retail Category (defined be low);

Sr. No.	Details required to be mentioned in the Notice	Particulars of the Offer
		The Offer shall take place during trading hours on a separate window of the Stock Exchanges on T day, i.e., March 16, 2021 commencing at 9:15 a.m. and shall close at 3:30 p.m. Indian Standard Time on the same date.
		Those non-Retail Investors who have placed their bids on T day and have chosen to carry forward their bids to T+1 day, shall be allowed to carry forward and also revise their bids on T+1 day as per the OFS Guidelines.
		For Retail Investors (defined below) and for non- Retail Investors who choose to carry forward their un-allocated bids from T Day to T+1 Day
		The Offer shall continue to take place during trading hours on a separate window of the Stock Exchanges on T+1 day, i.e., March 17, 2021 commencing at 9:15 a.m. and shall close on the same date at 3:30 p.m. Indian Standard Time on the same date.
		Only Retail Investors (defined below) shall be allowed to place their bids on T+1 day, i.e., March 17, 2021. Further, those non-Retail Investors who have placed their bids on T day and have chosen to carry forward their unallocated bids to T+1 day, shall be allowed to revise their bids on T+1 day as per the OFS Guidelines.
7.	Allocation methodology	The allocation shall be at or above the Floor Price (defined below) on a price priority basis at multiple clearing prices in accordance with the OFS Guidelines.
		Indicative price for the non-Retail Category shall be displayed separately. There shall be no indicative price for the Retail Category.
		No single bidder, other than mutual funds registered under the SEBI (Mutual with SEBI Funds) Regulations, 1996, as amended ("Mutual Funds") and insurance companies registered with the Insurance

$\frac{15}{3}$

Sr. No.	Details required to be mentioned in the Notice	Particulars of the Offer
		Regulatory and Development Authority under the Insurance Regulatory and Development Authority Act, 1999 as amended ("Insurance Companies"), shall be allocated more than 25% of the Offer Shares.
		Non-Retail Category Allocation Methodology
		The non-Retail Investors shall have an option to carry forward their un-allocated bids from T day to T+ I day provided such non-Retail Investors choosing to carry forward their un-al located bids to T + I day are required to indicate their will ingness to carry forward their un allocated bids. Further, such non-Retail investors can also revise their bids on T + I day in accordance with the OFS Guidelines.
		The allocation to the non-Retail Investors shall be at a price equal to the Cut-Off Price or higher as per the bids.
		A minimum of 25% of the Offer Shares shall be reserved for Mutual Funds and Insurance Companies, subject to receipt of valid bids at or above the Floor Price (defined below). In the event of any under subscription by Mutual Funds and Insurance Companies, the unsubscribed portion shall be available to other bidders in the non-Retail Category.
		In case of oversubscription in the non-Retail Category on T + I day, if the aggregate number of Offer Shares bid for at a particular clearing price is more than available quantity, then the allocation for such bids will be done on a proportionate basis.
		Retail Category Allocation Methodology
		For the purpose of this otice, Retail Investor shall mean an individual investor who places bids for Offer Shares of total value of not more than R\$200,000 aggregated across Stock Exchanges ("Retail Investor").

Sr. No.	Details required to be mentioned in the Notice	Particulars of the Offer
		10% of the Offer Shares shall be reserved for allocation to Retail Investors ("Retail Category"). The Stock Exchanges will decide the quantity of Offer Shares eligible to be considered in the Retail Category, based on the Floor Price (defined below) declared by the Seller.
		A Retail Investor may bid at any price above the Floor Price and/or bid at a "Cut-Off Price". "Cut-Off Price" means the lowest price, as shall be determined, at which the Offer Shares are sold in the non-Retail Category, based on all valid bids received on T day.
		In case of oversubscription in the Retail Category, if the aggregate number of Offer Shares bid for at a particular clearing price / Cut-Off Price, as the case may be, is more than the available number of Equity Shares at such price, then the allocation for such bids will be done on a proportionate basis.
		Any unsubscribed portion of the Retail Category, after allotment to Retail Investors, shall be eligible for allocation to non-Retail Investors who have chosen to carry forward their un-allocated bids to T+1 day. The non-Retail Investors are required to indicate their willingness to carry forward their bid on T day.
8.	Total number of Equity Shares being offered in the Offer	Up to 2,85,00,000 Equity Shares, representing up to 10% of the total paid up equity share capital of the Company(the "Base Offer Size").
9.	Maximum number of shares the Seller may choose to sell over and above made at point 8 above	1,74,46,885 Equity Shares, representing 6.12% of the total paid up equity share capital of the Company(the "Oversubscription Option").

ī,

$\frac{Q_{\mu}}{15/3}$

Sr. No.	Details required to be mentioned in the Notice	Particulars of the Offer
	and above made at point 8 above	Company(the "Oversubscription Option").
		The Seller shall intimate the Stock Exchanges of its intention to exercise the Oversubscription Option after the trading hours (i.e., on or before 5:00 P.M.) on T day
10.	Name of the broker(s) on behalf of the Seller (the "Seller's Broker")	ICICI Securities Limited (BSE:103 and NSE: 07730); Securities Private Goldman Sachs (India) Limited(BSE: 3158 NSE: 12778)
		(together, the "Seller's Brokers"). ICICI Securities Limited (BSE:103 and NSE: 07730)
		will be acting as the Settlement Broker on behalf of the Seller's Brokers.
11.	Floor Price	The floor price for the Offer shall be Rs.1,161(Rupees One thousand one hundred sixty one only) per Equity Share ("Floor Price").
12.	Conditions for withdrawal of the Offer	The Seller reserves the right to not proceed with the Offer at any time prior to the time of opening of the Offer on T Day. In such a case, there shall be a cooling off period of 10 trading days from the date of withdrawal before another offer for sale through stock exchange mechanism is made. The Stock Exchanges shall suitably disseminate details of such withdrawal.
		In the event that valid orders are not placed for the entire number of shares at or above the Floor Price or in case defaults in settlement obligation, the Seller reserves the right to cancel the entire OFS in full on T day. The decision to either accept or reject the Sale shall be at the sole discretion of the Seller.
13.	Conditions for cancellation of the Offer	In the event (i) the Seller fails to get sufficient demand at or above the Floor Price in the Offer; (ii) the aggregate number of orders received from non-Retail Investors in the Offer at or above the Floor Price on T day is not sufficient, the Seller reserves the right to

$\frac{Q_{11}}{15}$

Sr. No.	Details required to be mentioned in the Notice	Particulars of the Offer
		cancel the Offer, post bidding, in full (for both non- Retail Investors and Retail Investors) and not proceed with the Offer on T+1 day.
		Cancellation request for bidding from the Seller will be accepted up to 5:00 p.m. on T day by the Stock Exchanges.
		In case of defaults in settlement obligations, the Seller reserves the right to either conclude the Offer, to the extent of valid bids received, or cancel the Offer in full. In such cases, the decision to either conclude or cancel the Offer shall be at the sole discretion of the Seller.
14.	Conditions for participating in the Offer	1. Non-institutional investors bidding in the non- Retail Category shall deposit 100% of the bid value in cash up-front with the clearing corporation at the time of placing bids for the Offer.
		2. Non-institutional investors have an option of placing bids without any upfront payment. In case of institutional investors who place bids with 100% of the bid value deposited upfront, custodian confirmation shall be provided within trading hours. In case of institutional investors who place bids without depositing 100% of the bid value upfront, custodian confirmation shall be as per the existing rules for secondary market transactions and OFS Guidelines.
		3. In respect of bids in the Retail Category, margin for bids placed at the Cut-Off Price, shall be at the Floor Price and for price bids at the value of the bid. Clearing corporation shall collect margin to the extent of 100% of order value in cash or cash equivalents at the time of placing bids. Pay-in and pay-out for bids by Retail Investors shall take place as per normal secondary market transactions.

Details required to be Sr. No. mentioned in the Notice	Particulars of the Offer
	Retail Investors may enter a price bid or opt for 4 . bidding at the Cut-Off Price.
	5. The funds collected shall neither be utilized against any other obligation of the trading member nor co-mingled with other segments.
	Individual investors shall have the option to bid in 6. and/ or Category the Retail the non-Retail Category. However, if the cumulative bid value by an individual investor across the Retail Category and the non-Retail Category exceeds Rs.200,000, Category will the bids in the Retail become ineli gible. Further, if the cumulative bid value by an individual investor in the Retail Category across BSE and NSE exceeds Rs.200,000, such bids shall be rejected.
	Modification or cancellation of orders 7.
	(a) Orders placed by Retail Investors ((with I 00% of the bid value deposited upfront) can be modifi ed or cancelled any time during the trading hours on T + I day.
	(b) Orders placed by institutional investors and by non-institutional investors, with I 00% of deposited the bid value upfront: Such orders can be modified or cance lled any time during the trading hours on T day, and in respect of any un-allocated bids which they have indicated to be carried forward to T+ I day, orders can be modified on T+ I day in accordance with the OFS Guidelines;
	( c) Orders by institutional investors placed without depositing I 00% of the bid value upfront: Such orders cannot be modified or cancelled by the investors or stock-brokers, except for making upward revision in the

Details required to be Sr. No. mentioned in the Notice	Particulars of the Offer
	price or quantity any time during the trading hours on T day, and in respect of any un-allocated bids which they have indicated to be carried forward to T+1 day, orders can be modified (only by making upward revision in the price or quantity) on T+1 day in accordance with the OFS Guidelines. In case of any permitted modification or cancellation of the bid, the funds shall be released /
	collected on a real-time basis by the clearing corporation. 8. Bidder shall also be liable to pay any other fees, as may be levied by the Stock Exchanges, including securities transaction tax, exchange turnover
	charges, SEBI fees and applicable stamp duty. 9. Multiple orders from a single bidder shall be permitted, subject to the conditions prescribed in paragraph 6 above.
	10. In case of default in pay-in by any bidder, an amount aggregating to 10% of the order value shall be charged as penalty from the investor and collected from the broker. This amount shall be credited to the Investor Protection Fund of the Stock Exchange.
	11. The Equity Shares of the Company other than the Offer Shares shall continue trading in the normal market. However, in case of market closure due to incidence of breach of "Market wide index-based circuit filter", the Offer shall also be halted.
15. Settlement	1. Settlement shall take place on a trade for trade basis. For bids received from non-Retail Category on T day, being non-institutional investors and institutional investors who place orders with 100% of the order value deposited upfront, settlement

$Q_{15}$

Sr. No.	Details required to be mentioned in the Notice	Particulars of the Offer
		shall take place on T + I Day, in accordance with the OFS Gu idelines. In the case of institutional investors who place bids on T Day without of the order depositing 100% value upfront, settlement sha ll be as per the existing rules for secondary market transactions (i.e., on T+2 day).
		For the bids received on T+ I Day from non-Reta il 2 . Investors who choose to carry forward their un allocated bids to T + I day with I 00% of the order value deposited upfront, the settlement shall take place on T+2 Day.
		3. For the bids received on T+I Day from the Retail Category, the settlement shall take place on T + 3 Day.
		4. For the bids received on T+ I Day from the non Retail Investors who choose to carry forward their un-a llocated bids to T + I day without depositing I 00% of the order value upfront, the settlement shall take place on T+3 day.

IMPORT ANT INFORMATION

The Offer is directed personally to each prospective bidder (including individua ls, funds or otherwise) registered with the broker of the Stock Exchanges who makes a bid ( each a "Bidder") and neither the Offer nor this otice constitutes an offer to sell or invitation or solicitation of an offer to buy, to the public, or to any other person or class of persons requ iring any prospectus or offer document to be issued, submitted to or fil ed with any regulatory authority or to any other person or class of persons within or outside India.

The Offer is bei ng made in reliance on the OFS Guidelines. There will be no "public offer" of the Offer Shares in lndia under the applicable laws in India including the Companies Act, 2013, and the rules and clarifications issued thereunder, as amended from time to time (the "Companies Act") or in any other j urisdiction. Accordingly, no documents have been or will be prepared, registered or submitted fo r approval as a "prospectus" or an "offer document" with the Registrar of Companies in India and/or SEBI and/or the Stock Exchanges or any other statutory/regulatory/ listing authority, in India or abroad, under the applicable laws in India including the Companies Act, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended and no such document will be circulated or distributed to any person in any jurisdiction, inc luding in India.

Each Bidder shall be deemed to acknowledge and agree that any buy order or bid shall be made solely on the basis of publicly available information and any information ava ilable with SEBI, the Stock Exchanges, on the Company 's website or otherwise in the publ ic domain, together with the information contained in tJ1is Notice.

The Offer is subject to further terms set forth in the contract note to be provided to the successful Bidders.

This otice is for information purposes only and is neither an offer nor invitation to buy or sell nor a solicitation o f an offer to buy or sell any securities, nor shall there be any sale securities, in any jurisdiction (collectively, "Other Jurisdictions") in which such offer, solicitation or sale is or may be unlawful whether prior to registration or qualification under tJ,e securities laws of any such jurisdiction or otherwise. This Notice and the information contained here in are not for publication or distribution, directly or indirectly, in or to persons in any Other Jurisdictions unless permitted pursuant to an exemption under the relevant local law/s or regulation/s in any such jurisdiction. Prospective purchase~ should seek appropriate legal advice prior to partic ipating in the Offer. The Offer Shares have not been and wi 11 not be registered under any securities law of any Other Jurisdictions.

The Offer Shares have not been and will not be registered under the United States ecurities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state of the United States and unless so registered may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with any applicable state securities laws. The Offer Shares are being offered and sold (a) within the United States only to " qualified institutiona l buyers" (as defined in Ru le 144A under the Securities Act) ("QIBs" and each a "QIB") pursuant to Section 4(a)( I), or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and (b) outside the United States in offshore transactions in reliance upon Regulation S under the Securities Act ("Regulation S").Prospective purchasers in the United States are hereby notified that the Seller may be re lying on the exemption from the provisions of Section 5 of the Securities Act. The purchasers of Offer Shares are hereby advised that any resale of Offer Shares must be made in accordance with the registration requirements of the Securities Act or otherwise pursuant to an available exemption from such registration requirements under the securities laws in the United States.

No determination has been made as to whether the Company has been, is, or will become a passive foreign investment company ("PFIC") within the meaning of Section 1297 of the Un ited States Interna l Revenue Code of 1986, as amended, for U.S. federal income tax purposes. o analysis has been undertaken to determine if the Company is a PFIC, and if the Company has been, is, or will be treated as a PFIC in any taxable year U.S. taxpayers tJ,at hold the Offer Shares (directly and, in certain cases, indirectly) may be subject to significant adverse tax consequences. The PFIC rules are complex. Prm,pective purchasers should consult their own tax advisors regarding the US. federal, state and local tax implications to them of acquiring the Offer Shares. By submitting a bid in connection with the Offer or receiving the Offer Shares, Bidders will be deemed to have acknowledged tJ,at none of the Seller's Brokers, the Seller, the Company nor any of their respective shareholders, directors, officers, employees, counsel, representatives, agents or affiliates, have provided the Bidders with any tax advice or otherwise made any representations regarding the tax consequences of purchase, ownership and disposal of the

Offer Shares, and that the Bidders have obtained their own independent tax advice and evaluated the tax consequences in relation to the Offer Shares.

By submitting a bid in connection with the Offer, each broker will also be deemed to have read and understood this otice in its entirety and accepted and complied with the terms and conditions set out in this Notice. In addition, each broker, except for the Seller's Brokers, will be deemed to have represented that it is located outside the United States and that none of it, its affiliates (as defined in Rule 405 under the Securities Act) or any person acting on its or their behalf has (a) engaged or will engage in any "directed selling efforts" (as defined in Regulation S) in connection with the offer or sale of Offer Shares, (b) engaged or will engage in any form of "general solicitation" or "general advertising" (each, within the meaning of Regulation D under the Securities Act) or (c) offered or will offer and sell the Offer Shares except outside the United States in reliance upon Regulation S or within the United States to persons rea onably believed to be QIBs in transactions exempt from the registration requirements of the Securities Act.

Except for the Seller's Brokers, no broker may solicit bids for the Offer Shares or accept orders for bids for the Offer Shares from persons in the United States.

By submitting a bid in connection with the Offer or receiving any Offer Shares, each Bidder will be deemed to have (a) read and understood this Notice in its entirety, (b) accepted and complied with the terms and conditions set out in this otice, and (c) made the representations, warranties, agreements and acknowledgements set out in (i) or (ii) immediately below, as appropriate:

(i) Persons Outside the United States

• It understands that the Offer Shares have not been and will not be registered under the Securities Act or under the securities laws of any state of the United States and are being offered and sold to it in offshore transaction in accordance with Regulation S;
• It is empowered, authorized and qualified to purchase the Offer Shares;
• It and the person, if any, for whose account or benefit it is acquiring the Sale Shares, was located outside the United States at the time the buy order for the Sale Shares was originated and continues to be located outside the United States and has not purchased the Sale Shares for the account or benefit of any person in the United States or entered into any arrangement for the transfer of the Sale Shares or any economic interest therein to any person in the United States; If it is a person in a member state of the European Economic Area ("EEA"), it represents and agrees that it is a "qualified investor" within the meaning of Article 2( 1)(e) of the Prospectus Directive (Directive 2003/7 1/EC) (as amended, including by Directive 201 7/73/EU) ("Qualified Investor" );
• It also represents and agrees that any Offer Shares that may be acquired by it in any offer of the Offer Shares will not be acquired on behalf of persons in the EEA other than Qualified Investors or persons in the UK and other member stales (where equivalent legislation exists) for whom it has authority to make dec isions on a wholly discretionary basis, nor have the Offer Shares been acquired with a view to their offer or resale in the EEA to persons where this wou ld result in a

requirement for publication by the Company or Broker of a prospectus pursuant to Article 3 of the Prospectus Directive.

• It did not submit a bid for and will not be acquiring the Offer Shares as a result of any "directed selling efforts" (as defined in Regulation S);
• It is buying the Offer Shares for investment purposes and not with a view to the distribution thereof. If in the future it decides to offer, resell, pledge or otherwise transfer any of the Offer Shares, it agrees that it will not offer, sell, pledge or otherwise transfer the Offer Shares except in a transaction complying with Rule 903 or Rule 904 of Regulation S or pursuant to another available exemption from the registration requirements under the Securities Act and in accordance with all applicable securities laws of the states of the United States and any other jurisdiction, including India;
• It understands that no representation is made by the Seller or the Seller's Brokers as to the availability of any such exemption at the time of any such offer, sale, pledge or transfer;
• It is not an affiliate (as defined in Rule 405 under the Securities Act) of the Company or a person acting on behalf of an affi I iate of the Company;
• It is not, and is not acting on behalf of a "Benefit Plan Investor" as defined m the Employee Retirement Income Security Act of 1974, as amended;
• Where it is submitting a bid as fiduciary or agent for one or more investor or managed accounts, it represents and warrants that it was authorised in writing by each such managed account Lo purchase the Offer hares for each managed account and to make (and it hereby makes) the representations, warranties, agreements and acknowledgments herein for and on behalf of each such account. reading the reference to ' it' to include such accounts;
• The placing of orders for the purchase of the Offer Shares and resultant purchase on successful allocation is and will be lawfu l under the laws of the jurisdictions in which it places such orders to purchase Offer Shares, in which it is resident, and in which the sale and purchase of the Offer Shares is consummated, including under all applicable Indian laws, regulations and guidelines, including the OFS Guideli nes;
• It will not hold or seek to hold the Seller or the Seller's Brokers or any of their respective affiliates responsible or liable for any misstatements in or omissions from any publicly available information concerni ng the Company or the Offer or otherwise responsible or liable in any manner whatsoever in respect of any losses incurred in connection with transactions entered into by the brokers acting on its behalf in connection with the purchase of the Offer Shares;
• It agrees to indemnify and hold the Seller and the Seller's Brokers harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of these representations, warranties or agreements. It agrees that the indemn ity set forth in th is paragraph shall survive the resale of the Offer Shares;
• It understands that by its purchase or holding of the Offer Shares it is assuming and is capable of

bearing the risk of loss that may occur with respect to the Offer Shares, including the possibility that it may lose all or a substantial portion of its investment in the Offer Shares, and it will not look to Seller's Brokers for all or part of any such loss or losses it may suffer; and

• It acknowledges that the Seller and the Seller's Brokers and their respective affiliates, and othe rs will rely upon the truth and accuracy of the foregoing representations, warranties, agreements and acknowledgements and agrees that if any of such representations, warranties, agreements and acknowledgements is no longer accurate it will promptly notify the Seller.

Any resale or other transfer, or attempted resale or other transfer, of the Offer Shares made other than in compliance with the above-mentioned restrictions shall not be recognized by the Company.

(ii) Persons in the United States

• It understands that the Offer Shares have not been and will not be registered under the Securities Act or under the securities laws of any state of the United States and that the offer and sale of the Offer Shares to it is being made in re liance on an exemption from the registration requirements of the Securities Act provided by Section 4(a)( I) or another available exemption from the registration requirements of the Securities Act and in accordance with any applicable state securities laws;
• It is empowered, authorized and qualified to purchase the Offer Shares;
• (i) It is a QIB and is purchasing Offer Shares for its own account or for the account of one or more QIBs, each of which is acquiring beneficial interests in the Sale Shares for its own account and (ii) is aware that the Offer Shares are being sold to it in reliance on the exemption from registration provided by Section 4(a)( I) under the Securities Act or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;
• It did not submit a bid for and will not be acquiring the Offer Shares as a result of any general solicitation or general advertising (within the meaning of Ru le 502(c) under the Securities Act);
• It represents and warrants that it is buying the Offer Shares for investment purposes and not with a view to the distribution thereof. If in the future it decides to offer, sell, pledge or otherwise transfer any of the Offer Shares, it agrees that it will only offer, sell, pledge or otherwise transfer such Offer hares (a) in the United States (i) to a person who the seller reasonably believes is a QIB, (ii) pursuant to an exemption from registration under the Securities Act provided by Section 4(a)( 1) under the Securities Act (if available), (iii) pursuant to another available exemption from the registration requirements of the Securities Act, or (iv) pursuant to an effective registration statement under the Securities Act, or (b) outside the United States in an offshore transaction complying with Rule 903 or Rule 904 of Regulation S, as applicable, in each case in accordance with all applicable securities laws of the states of the United States and any other jurisdiction, including India. Except for sa les made in accordance with Rule 903 or 904 of Regulation S, it will, and each subsequent purchaser is required to, notify any subsequent purchaser from it of the resale restrictions referred to in (a) above;
• It is not an affiliate (as defined in Ru le 405 under the Securities Act) of the Company or a person acting on behalf of an affiliate of the Company;
• It represents that prior to acquiring the Offer Shares, it has all the information relating to the Company and the Offer Shares which it be lieves is necessary for the purpose of making its investment decision;

• It understands that Offer Shares purchased pursuant to Section 4(a)( 1) or another available exemption under the Securities Act will be "restricted securities" within the meaning of Rule 144 under the Securities Act and it agrees that for so long as they remain restricted securities, it sha ll not deposit such Offer Shares into any unrestricted depository facility established or maintained by any depository bank;

• The placing of orders for the purchase of the Offer Shares and resultant purchase on successful allocation is and will be lawful under the laws of the jurisdictions in which it places such orders to purchase Offer Shares, in which it is resident, and in wh ich the sale and purchase of the Offer Shares is consummated, including under all applicable Indian laws, regulations and guidelines, including the OFS Guide lines;

• Where it is submitting a bid as fiduciary or agent for one or more investor or managed accounts, it represents and warrants that it was authorised in writing by each such managed account to purchase the Offer Shares for each managed account and to make (and it hereby makes) the representations, warranties, agreements and acknowledgments herein for and on behalf of each such account, reading the reference to ' it' to inc lude such accounts;
• It will not hold or seek to hold the Seller or the Seller's Brokers or any of their respective affiliates responsible or liable for any misstatements in or omissions from any publicly available information concerning the Company or the Offer or otherwise responsible or liable in any manner whatsoever in respect of any losses incurred in connection with transactions entered into by the brokers acting on its behalf in connectio n with the purchase of the Offer Shares;
• It understands that the Offer Shares may also not be reoffered, resold, pledged or otherwise transferred to a "Benefit Plan Investor" as defined in the Employee Retirement lncome Security Act of 1974, as amended ("ERTSA" ) or anyone acting on behalf of such a person;
• 1t is not a "Benefit Plan Investor" as defined in ERJSA or a person acting on beha lf of such a person;
• The purchase of the Offer Shares by it and the consummation of the transactions contemplated does not and will not constitute or result in a prohibited transaction under ERTSA, Section 4975 of the Code or any substantially similar law for which no exemption is available;
• It agrees to indemnify and ho ld the Seller and the Seller's Brokers harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of these representations, warranties or agreements. It agrees that the indemnity set forth in this paragraph sha ll survive the resale of the Offer Shares;
• Where it is submitting a bid as fiduciary or agent for one or more investor accounts, it has sole investment discretion with respect to each such account and it has ful l power to make the representations, warranties, agreements and acknowledgements herein;
• It understands that by its purchase or holding of the Offer Shares it is assuming and is capable of bearing the risk of loss that may occur with respect to the Offer Shares, including the possibility that it may lose all or a substantial portion of its investment in the Offer Shares, and it will not look to Seller's Brokers for all or part of any such loss or losses it may suffer; and
• It acknowledges that the Seller and the Seller's Brokers and their respective affiliates, and others will re ly upon the truth and accuracy of the foregoing representations, warranties, agreements and acknowledgements and agrees that if any of such representations, warranties, agreements and acknowledgements is no longer accurate it will promptly notify the Seller.

Any resale or other transfer, or attempted resale or other transfer, of the Offer Shares made other than in compliance with the above-mentioned restrictions shall not be recognized by the Company.

This Notice is not for publication or distribution, in whole or in part, in the United States, except that the Seller's Brokers may send copies of this Notice to persons in the United States who they reasonably be lieve to be QIBs.

Thank ing You,

Yours faithfu lly,

On behalf of the President of India, Department of Telecommunications, Ministry of Communications, Government oflndia

--~---~~,·

Authorised Signatory ame:BIJOY KUMAR ATH Designation: DIRECTOR (PSU-ill) ("ift. "fl;_ ~) ~ (B. K. NATH) (cft.'ffl."IJ,.· tn) . Director (PSU-111) Oeptt ~~-~~ . of Telecom, Govt. of lndla """' ~ / N.,w O .. Jhl