Format for Disclosures under Regulation $10(5)$ - Intimation to Stock Exchanges in respect of acquisition under Regulation $10(1)(a)$ of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

1.	Name of the Target Company (TC)	Tata Communications Limited
2.	Name of the acquirer(s)	Panatone Finvest Limited
3.	Whether the acquirer(s) is/ are promoters of the TC prior to the transaction. If not, nature of relationship or association with the TC or its promoters	Yes, the Acquirer is a promoter of the TC prior to the acquisition.
4.	Details of the proposed acquisition
a.	Name of the person(s) from whom shares are to be acquired	The President of India as represented by and acting through the Ministry of Communications ("GoI"), who is also a promoter of the TC.
$b$ .	Proposed date of acquisition	Within 1 (one) clear Business Day of the sale of equity shares of the TC by the GoI pursuant to the OFS (as defined below) and no later than March 20, 2021, or such other date as may be mutually agreed between the Acquirer and the GoI.
C ₁	Number of shares to be acquired from each person mentioned in 4(a) above	A minimum of 10% of the outstanding equity share capital of the TC, being 2,85,00,000 equity shares, and a maximum of 26.12% of the outstanding equity share capital of the TC, being 7,44,46,885 equity shares ("Sale Shares").
d.	Total shares to be acquired as % of share capital of TC	A minimum of 10% of the outstanding equity share capital of the TC, being 2,85,00,000 equity shares, and a maximum of 26.12% of the outstanding equity share capital of the TC, being 7,44,46,885 equity shares.
e.	Price at which shares are proposed to be acquired	The price shall be arrived basis the price discovery in the OFS (as defined below). Given the OFS process is yet to be launched, at this stage, the exact price is not ascertainable.
f.	Rationale, if any, for the proposed transfer	Based on recommendations of the Department of Investment and Public Asset Management in terms of the letter dated January 12, 2021, the GoI proposes to divest its equity shareholding of 26.12% in the TC. As an initial step, the GoI intends to sell up to
		4,59,46,885 equity shares forming 16.12%

		equity shareholding of the TC through offer for sale through stock exchange mechanism route ("OFS") in terms of the SEBI circular (bearing ref no. CIR/MRD/DP/18/2012) dated July 18, 2012 on OFS and section 21 of chapter 1 of the "Master Circular for Stock Exchange and Clearing Corporation" issued by the SEBI through circular its no. SEBI/HO/MRD/DP/CIR/P/117 dated October 25, 2019 (together, the "OFS Circulars"). ("OFS Transaction") Immediately following the completion of the OFS Transaction, the GoI intends to sell to the
		Acquirer the Sale Shares.
5.	Relevant sub-clause of regulation $10(1)(a)$ under which the acquirer is exempted from making open offer	In exercise of the powers conferred upon SEBI under section 19 r/w sections $11(1)$ and $11(2)(h)$ of the SEBI Act, 1992 and regulation 11(5) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("Takeover Regulations"), SEBI has granted specific exemption to the Acquirer from complying with the requirements of regulations $3(2)$ r/w regulation $10(1)(a)(ii)$ vide its order dated February 23, 2021 bearing number WTM/SKM/CFD/5/2020-21.
6.	If, traded, frequently volume weighted average market price for a period of 60 trading days preceding the date of issuance of this notice as traded on the stock exchange where the maximum volume of trading in the shares of the TC are recorded during such period.	INR 1,079.59
7.	If in-frequently traded, the price as determined in terms of clause (e) of sub-regulation (2) of regulation 8.	Not applicable.
8.	Declaration by the acquirer, that the acquisition price would not be higher by more than 25% of the price computed in point 6 or point 7 as applicable.	The Acquirer has obtained an exemption from SEBI under Regulation 11 of the Takeover Regulations under the SEBI Exemption Order from meeting the condition of the acquisition price not being higher by more than 25% of the price computed in point 6.
9.5	i. Declaration by the acquirer, that the transferor and transferee have complied (during 3 years prior to the date of proposed acquisition) / will comply with applicable disclosure requirements in Chapter V of the	The Acquirer hereby declares and confirms (i) that the transferee has complied (during 3 years prior to the date of proposed acquisition)/ will comply with the applicable disclosure requirements in Chapter V of

$\frac{1}{2}$

FINES WUMBAI

	Regulations, 2011 Takeover (corresponding provisions of the repealed Takeover Regulations, 1997)	Takeover Regulations, 2011. Please refer to Annexure B. (ii) The Acquirer has been informed by the TC
	ii. The aforesaid disclosures made during previous 3 years prior to the date of proposed acquisition to be furnished.	that the GoI has not made disclosures under Regulation 30 of the Takeover Regulations, 2011 during 3 years prior to the date of the proposed acquisition.
		(iii) The Acquirer expects that the GoI will make requisite filings under Chapter V of Takeover Regulations, 2011 in respect of acquisition by the Acquirer of the Sale Shares.
10.	Declaration by the acquirer that all the conditions specified under regulation $10(1)(a)$ with respect to exemptions has been duly complied with.	The Acquirer hereby declares and confirms that that all the conditions specified under regulation $10(1)(a)$ with respect to exemptions have been duly complied with except the Pricing Condition, which the Acquirer has been exempted from complying with under the SEBI Exemption Order.
11 ₁	Shareholding Details	Please see Annexure A.

Yours sincerely,

For Panatone Finvest Limited

Authorised Signatory Name: Chetan Nage Designation: Company Secretary Date: 04.03.2021

Enclosures

(1) SEBI exemption order WTM/SKM/CFD/5/2020-21 dated February 23, 2021

S. No.	Particulars	Before the transaction#	proposed	After the transaction#	proposed
		No. of shares/voting rights	% w.r.t total share capital of TC	No. of shares/voting rights	$\frac{0}{0}$ w.r.t total share capital of TC
(a)			Acquirer and PACs (other than sellers)*
	Finvest Panatone Limited	9,91,72,854	34.80%	Minimum of 12,76,72,854 and maximum of 17,36,19,739	Minimum of 44.80% and maximum of 60.92%
	Tata Sons Private Limited	4,00,87,639	14.07%	4,00,87,639	14.07%
	Total	13,92,60,493	48.87%	Minimum of 16,77,60,493 and maximum of 21,37,07,378	Minimum of 58.86% and maximum of 74.99%
(b)			Sellers
	President of India	Minimum of 2,85,00,000 and maximum of 7,44,46,885	Minimum of 10% and of maximum 26.12%	$\overline{0}$	$0.00\%$

Annexure A

Since the Acquirer will purchase the balance shareholding held by GoI after the OFS transaction, for the purposes of this shareholding pattern, we have provided the minimum and maximum number of shares/voting rights and percentage of share capital of the TC that form the Sale Shares.

Note:

(*) Shareholding of each entity may be shown separately and then collectively in a group. $\bullet$ The above disclosure shall be signed by the acquirer mentioning date $\&$ place.
In case, there is more than one acquirer, the report shall be signed either by all the persons or by a person duly authorized to do so on behalf of all the acquirers.

Annexure B

[Attached separately]

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June 1, 2020

BSE Limited P J Towers Dalal Street Fort Mumbai 400 001 Tata Communications Limited VSB. Mahatma Gandhi Road. Fort Mumbai 400001

National Stock Exchange of India Limited Exchange Plaza Plot No. C-1. Block 'G' Bandra Kurla Complex Bandra (E), Mumbai 400 051

Sub: Disclosure under Regulation 30 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

Dear Sirs,

In terms of the disclosure required under Regulation 30(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("Takeover Regulations") regarding aggregate shareholding and voting rights held by the Promoter and Persons Acting in Concert as of the 31^st day of March, we forward herewith the said details as on 31st March, 2020 relating to Tata Communications Limited in the prescribed format.

As mentioned in the format for disclosure, we request you to take the same as disclosure under Regulation 30(1) of the Takeover Regulations also.

Kindly acknowledge receipt.

Yours faithfully, TATA SONS PRIVATE LIMITED SUPRAKASH Digitally signed by SUPRAKASH MUKHOPADH MUKHOPADHYAY Date: 2020.06.01 YAY 22:26:19 +05'30' Suprakash Mukhopadhyay Company Secretary

Encl: As Above

TATA SONS PRIVATE LIMITED

Format for Disclosures under Regulation 30(1) and 30(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

Part -A - Details of Shareholding

$\overline{1}$ Name of the Target Company (TC)

Name(s) of the stock exchange(s) where 2 the shares of the TC are listed

Tata Communications Limited

BSE Limited National Stock Exchange of India Limited

3 Particulars of the shareholder(s):

Name of person(s) together with Persons Acting in Concert (PAC) whose total holding (including that in the form of shares, warrants, convertible securities and

$a_r$ any other instrument that would entitle the holder to receive shares in the TC) is more than 25% of the voting rights of the TC.
Name(s) of promoter(s), member of the $b.$ promoter group and PAC with him.

Tata Limited Sons Private [Holding Company of Panatone Finvest Limited1 Panatone Finvest Limited

Note: Members of the Promoter Group do not act in concert with Tata Sons Private Limited or any of its group companies for the acquisition of shares, voting rights or control over the Target Company. However, they are deemed as "persons acting in concert" pursuant to Regulation $2(1)(q)(2)(iv)$ of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, $2011.$

TATA SONS PRIVATE LIMITED

Particulars of the shareholding of person(s) mentioned at (3) above	Number of Shares	% w.r.t. total Share/ voting capital wherever applicable	% of total diluted share/ voting of capital $TC(*)$
As of March 31st of the year 2020, holding of
a) Shares
Panatone Finvest Limited	9,91,72,854	34.80	34.80
Tata Sons Private Limited	4,00,87,639	14.06	14.06
b) Voting Rights (otherwise than by shares)	Nil
c) Warrants	Nil
d) Convertible Securities	Nil
e) Any other instrument that would entitle the holder to receive shares in the TC	Nil
Total	13,92,60,493	48.86	48.86

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TATA SONS PRIVATE LIMITED

Name of the Target Company:

Tata Communications Limited

	Whether the person belongs to
Name(s) of the person and Persons Acting in Promoter/Promoter
Concert (PAC) with the person	Group
Panatone Finvest Limited	Yes
Tata Sons Private Limited	Yes

TATA SONS PRIVATE LIMITED

Digitally signed by SUPRAKASH SUPRAKASH SUPRAKASH MUKHOPADHYAY DATE: 2020.06.01 22:26:44

Suprakash Mukhopadhyay Company Secretary Place: Mumbai Date: 01.06.2020

Note:

In case of promoter(s) making disclosure under regulation 30(2), no additional disclosure under regulation 30(1) is required.

(*) Diluted share/voting capital means the total number of shares in the TC assuming full conversion of the outstanding convertible securities/warrants into equity shares of the TC.

(**) Part-B shall be disclosed to the Stock Exchanges but shall not be disseminated.

TATA SONS PRIVATE LIMITED

June 1, 2020

BSE Limited P J Towers Dalal Street Fort Mumbai 400 001 The Audit Committee Tata Communications Limited VSB, Mahatma Gandhi Road, Fort Mumbai 400001

National Stock Exchange of India Limited Exchange Plaza Plot No. C-1, Block 'G' Bandra Kurla Complex Bandra (E), Mumbai 400 051

Sub: Disclosure under Regulation 31(4) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

Dear Sirs,

In terms of the disclosure required under Regulation 31(4) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, we hereby declare that the promoter and the persons acting in concert have not made any encumbrance, directly or indirectly, other than those already disclosed during the financial year in Tata Communications Limited.

Kindly acknowledge receipt.

Yours faithfully, TATA SONS PRIVATE LIMITED

Digitally signed by SUPRAKASH
MUKHOPADHYAY SUPRAKASH MUKHOPADHYAY Date: 2020.06.01 22:27:07

Suprakash Mukhopadhyay Company Secretary

TATA SONS PRIVATE LIMITED

December 10, 2019

BSE Limited P J Towers Dalal Street Fort Mumbai 400 001

Tata Communications Limited VSB, Mahatma Gandhi Road, Fort Mumbai 400001

National Stock Exchange of India Limited Exchange Plaza Plot No. C-1, Block 'G' Bandra Kurla Complex Bandra (E), Mumbai 400 051

Sub: Disclosure under Regulation 31 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

Dear Sirs.

In terms of the disclosure required under Regulation 31 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, we are attaching herewith the details relating to creation of pledge on certain Equity Shares of Tata Communications Limited by Tata Sons Private Limited.

Kindly acknowledge receipt.

Yours faithfully, TATA SONS PRIVATE LIMITED

Kash

Suprakash Mukhopadhyay Company Secretary

Encl: As Above

TATA SONS PRIVATE LIMITED

Format for disclosure by the Promoter(5) to the stock exchanges and to the Target Company
for encumbrance of shares / invocation of encumbrance/ release of encumbrance, in terms of
Regulation 31(1) and 31(2) of SEBI (Subst Annexure 1

Tata Communications Limited Name of the Target Company(TC)

National Stock Exchange of India Limited BSE Limited Names of the Stock Exchanges where the shares of the target company are listed

Date of reporting

Tata Sons Private Limited Name of the promoter or PAC on whose shares encumbrance has
been created / released/invoked

10.12.2019

Creation of plecige on 15,00,000 shares MURADEDISTIC Details of the creation/inversion/versions

Name of the promoter(s) or PACs with him *	Company [1]	Promoter holding in that Target		Promoter holding already encumbered [2]				Details of events pertaining to encumbrance (3)				[(2)-{3))/ invecation [(2)-{3)] {creation(2)+(3))/ release Post avant holding of encumbered shares
	No. of shares	K of total share Expire	No. of shares	of total release/ ×	৯ share capital librocation) creation/ avent è	creation/release/ non-disposal encumbrence invocation å	ह of (pledge/ lien/ at undertaking/ encumbrance pthers Type	encumbrance** (No. of shares capital ē Reasons		share	% of total Name of the entity in whose favour shares encumbered***	No. of shares	% of total share capital
Tata Sons Private Limited	4.00.87.639	14.07	68,15,000		239 Creation	30112019	Piedge	Debenture Pledge in favour Trustee	15,00,000	653	acting as Trustees for pledged in fayour of Centibank Financial various debenture Sharen have been Services Limited halders	83,25,000	2.92
Panatone Finvest Umited	9.91,72,854	34.80

TATA SONS PRIVATE LIMITED

approper $\overline{C}$

Place: Mumbai

Suprakash Mukhopadhyay

Date: 10.12.2019

" For example, for the purpose of collateral for loans taken by the company, personal borrowing, third party piedge, etc.

$\mathcal{W}^{\text{MRT}}_{\mathcal{L}_O}$

* The names of all the promoters, their shate-compainding in the reposition of the respective of the state of the dividing the respective of whether the pother she date of event or not

... This would include name of both the lender and the trustee who may hold shares directly or on behalf of the lender.

8^th April 2019

BSE Limited P J Towers Dalal Street Fort Mumbai 400 001

Tata Communications Limited VSB, Mahatma Gandhi Road, Fort Mumbai 400001

$\hat{a}$ .

National Stock Exchange of India Limited Exchange Plaza Plot No. C-1, Block 'G' Bandra Kurla Complex Bandra (E), Mumbai 400 051

Sub: Disclosure under Regulation 30 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

Dear Sirs,

In terms of the disclosure required under Regulation 30(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("Takeover Regulations") regarding aggregate shareholding and voting rights held by the Promoter and Persons Acting in Concert as of the 31^st day of March, we forward herewith the said details as on 31st March, 2019 relating to Tata Communications Limited in the prescribed format.

As mentioned in the format for disclosure, we request you to take the same as disclosure under Regulation 30(1) of the Takeover Regulations also.

Kindly acknowledge receipt.

Yours faithfully, TATA SONS PRIVATE LIMITED

precess

Suprakash Mukhopadhyay Company Secretary

Encl: As Above

TATA SONS PRIVATE LIMITED