As filed with the Securities and Exchange Commission on July 31, 2013







UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 20-F





(Mark One)

| ̈ | Registration statement pursuant to section 12(b) or (g) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------------------



|x | Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended March 31, 2013



| ̈ | Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------------

For the Transition period from
 to



| ̈ | Shell Company Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | -------------------------------------------------------------------------------------------

Commission File Number 001-15118





TATA
COMMUNICATIONS LIMITED

(FORMERLY KNOWN AS VIDESH SANCHAR NIGAM LIMITED)

(Exact name of Registrant as specified in its charter)





Not Applicable

(Translation of Registrants name into English)

The Republic of
India

(Jurisdiction of incorporation or organization)

Sanjay Baweja





Tel No:
+91-22-6657 8765

Facsimile: +91-22-6725 9029

Address: 6th floor, B Tower, Plots C21& C36, G Block,

Bandra Kurla Complex, Mumbai-400 098, INDIA

(Name, telephone, facsimile number and address of company contact person)

VSB, Mahatma Gandhi Road, Fort, Mumbai400001, INDIA

(Address of principal executive offices)

Securities registered or to be
registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Equity Shares, par value


LOGO
 10 per share*

(Title of class)



Securities for which there is a reporting obligation pursuant
to Section 15(d) of the Act:

None

(Title of class)





Indicate the number of
outstanding Shares of each of the issuers classes of capital or common stock as of the close of the period covered by the Annual Report: 285,000,000 Equity Shares

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes   ̈    No  x

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934.    Yes   ̈    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes   ̈    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange Act. (Check one):



|                           |  |                      |  |                         
|-------------------------- |  | -------------------- |  | ------------------------
|Large accelerated filer   ̈ |  | Accelerated filer  x |  | Non-accelerated filer   ̈

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in
this filing



|           |  |                                                                                                          |  |         
|---------- |  | -------------------------------------------------------------------------------------------------------- |  | --------
|US GAAP  x |  | International Financial Reporting Standards as issued
by the International Accounting Standards Board   ̈ |  | Other   ̈

Indicate by check mark which financial statement item the registrant has elected to
follow.    Item 17   ̈    Item 18  x

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈    No  x



|* | Not for trading, but only in connection with the previous listing of American Depositary Shares pursuant to the requirements of the New York Stock Exchange. The
American Depositary Shares have been delisted from the New York Stock Exchange effective June 7, 2013.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------









---

TABLE OF CONTENTS



|                                                   |  |                                                                              |     |      |     | 
|-------------------------------------------------- |  | ---------------------------------------------------------------------------- | --- | ---- | --- | 
|                                                   |  |                                                                              |     | Page |    
|CURRENCY OF PRESENTATION AND CERTAIN DEFINED TERMS |  |                                                                              | 1   |     
|                                                   | 
|EXCHANGE RATES                                     |  |                                                                              | 1   |     
|                                                   | 
|FORWARD-LOOKING STATEMENTS                         |  |                                                                              | 1   |     
|                                                   |  |                                                                             
|PART I                                             |  |                                                                              |     |      |     | 
|ITEM 1.                                            |  | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS                        |     |      | 2   | 
|                                                   |  |                                                                             
|ITEM 2.                                            |  | OFFER STATISTICS AND EXPECTED TIMETABLE                                      |     |      | 2   | 
|                                                   |  |                                                                             
|ITEM 3.                                            |  | KEY INFORMATION                                                              |     |      | 2   | 
|                                                   |  |                                                                             
|ITEM 3.                                            |  | RISK FACTORS                                                                 |     |      | 5   | 
|                                                   |  |                                                                             
|ITEM 4.                                            |  | INFORMATION ON THE COMPANY                                                   |     |      | 18  | 
|                                                   |  |                                                                             
|ITEM 4A.                                           |  | UNRESOLVED STAFF COMMENTS                                                    |     |      | 43  | 
|                                                   |  |                                                                             
|ITEM 5.                                            |  | OPERATING AND FINANCIAL REVIEW AND PROSPECTS                                 |     |      | 43  | 
|                                                   |  |                                                                             
|ITEM 6.                                            |  | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                   |     |      | 79  | 
|                                                   |  |                                                                             
|ITEM 7.                                            |  | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                            |     |      | 93  | 
|                                                   |  |                                                                             
|ITEM 8.                                            |  | FINANCIAL INFORMATION                                                        |     |      | 95  | 
|                                                   |  |                                                                             
|ITEM 9.                                            |  | THE OFFER AND LISTING                                                        |     |      | 100 | 
|                                                   |  |                                                                             
|ITEM 10.                                           |  | ADDITIONAL INFORMATION                                                       |     |      | 101 | 
|                                                   |  |                                                                             
|ITEM 11.                                           |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                   |     |      | 123 | 
|                                                   |  |                                                                             
|ITEM 12.                                           |  | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                       |     |      | 125 | 
|                                                   |  |                                                                             
|PART II                                            |  |                                                                              |     |      |     | 
|ITEM 13.                                           |  | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                              |     |      | 126 | 
|                                                   |  |                                                                             
|ITEM 14.                                           |  | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |     |      | 126 | 
|                                                   |  |                                                                             
|ITEM 15.                                           |  | CONTROLS AND PROCEDURES                                                      |     |      | 126 | 
|                                                   |  |                                                                             
|ITEM 16A.                                          |  | AUDIT COMMITTEE FINANCIAL EXPERT                                             |     |      | 127 | 
|                                                   |  |                                                                             
|ITEM 16B.                                          |  | CODE OF ETHICS                                                               |     |      | 127 | 
|                                                   |  |                                                                             
|ITEM 16C.                                          |  | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                       |     |      | 127 | 
|                                                   |  |                                                                             
|ITEM 16D.                                          |  | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES                   |     |      | 128 | 
|                                                   |  |                                                                             
|ITEM 16E.                                          |  | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS       |     |      | 128 | 
|                                                   |  |                                                                             
|ITEM 16F.                                          |  | CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT                                 |     |      | 128 | 
|                                                   |  |                                                                             
|ITEM 16G.                                          |  | CORPORATE GOVERNANCE                                                         |     |      | 129 | 
|                                                   |  |                                                                             
|ITEM 16H.                                          |  | MINE SAFETY DISCLOSURE                                                       |     |      | 134 | 
|                                                   |  |                                                                             
|PART III                                           |  |                                                                              |     |      |     | 
|ITEM 17.                                           |  | FINANCIAL STATEMENTS                                                         |     |      | 135 | 
|                                                   |  |                                                                             
|ITEM 18.                                           |  | FINANCIAL STATEMENTS                                                         |     |      | 135 | 
|                                                   |  |                                                                             
|ITEM 19.                                           |  | EXHIBITS                                                                     |     |      | 135 | 
|                                                   | 
|SIGNATURES                                         |  |                                                                              | 138 |     
|                                                   | 
|GLOSSARY OF TERMS AND ABBREVIATIONS                |  |                                                                              | 139 |     



---

CURRENCY OF PRESENTATION AND CERTAIN DEFINED TERMS

In this Form 20-F, references to U.S. or the United States are to the United States of America, its territories and its
possessions. References to India are to the Republic of India. References to $ or Dollars or U.S. Dollars are to the legal currency of the United States and references to 


LOGO
 or Rupees or Indian Rupees are to the legal currency of India.

Our financial
statements are presented in Indian Rupees and are prepared in accordance with United States generally accepted accounting principles or U.S. GAAP. In this Form 20-F, any discrepancies in any table between totals and the sums of the amounts listed
are due to rounding. For the convenience of the reader, this Form 20-F contains translations of certain Indian Rupee amounts into U.S. Dollars, which should not be construed as a representation that such Indian Rupee or U.S. Dollar amounts
referred to herein could have been, or could be, converted to U.S. Dollars or Indian Rupees, as the case may be, at any particular rate, the rates stated, or at all. References to Indian GAAP are to Indian generally accepted accounting
principles. References to a particular fiscal year are to the Companys fiscal year ended March 31 of such year. References to years not specified as being fiscal years are to calendar years.

Unless the context otherwise requires, references herein to we, us, our, the Company, our
Company and Tata Communications are to Tata Communications Limited and its subsidiaries, unless it is clear from the context or expressly stated that these references are only to Tata Communications Limited.

Tata and Tata Communications are trademarks of Tata Sons Limited in certain countries. Certain other trademarks mentioned in this Form 20-F are
trademarks of Tata Communications (Bermuda) Limited in certain countries. All rights are reserved. This Form 20-F may refer to trade names and trademarks of other companies. The mention of these trade names and trademarks in this Form 20-F is made
with due recognition of the rights of these companies and without any intent to misappropriate those names or marks. All other trade names and trademarks appearing in this Form 20-F are the property of their respective owners.

EXCHANGE RATES

All conversion from Indian Rupees to U.S. Dollars are based on the noon buying rate in New York City for cable transfers in foreign currencies as
certified by the Federal Reserve Bank of New York for custom purposes which was LOGO 54.52 per $1.00 on March 31, 2013. Unless otherwise specified herein, financial information has been converted into U.S. Dollars at this rate. For more information regarding rates of exchange between Indian
Rupees and U.S. Dollars, see Item 3. Key InformationExchange Rates.

FORWARD-LOOKING STATEMENTS

(CAUTIONARY STATEMENTS UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995)

This Form 20-F contains forward-looking statements (as the phrase is defined in Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended) and information that is based on our managements current expectations, assumptions, estimates and projections about our Company and our industry and information currently
available to us. These forward-looking statements are identified by their use of terms and phrases such as anticipate, believe, could, estimate, expect, intend, may,
plan, objectives, outlook, probably, project, will, seek, target and similar terms and phrases and reflect our current views with respect to future
events and are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, our actual results may vary materially from those described in
this document.

These forward-looking statements include, among others, statements concerning:



| |  |  | our communications and information services business, its advantages and our strategy for continuing to pursue our business;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| |  |  | anticipated development and the launch of new services in our business;
| | - |  | -----------------------------------------------------------------------



| |  |  | anticipated dates on which we will begin providing certain services or reach specific milestones in the development and implementation of our business
strategy;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | growth and recovery of the communications and information services industry;
| | - |  | ----------------------------------------------------------------------------



| |  |  | expectations as to our future revenue, margins, expenses and capital requirements; and
| | - |  | --------------------------------------------------------------------------------------



| |  |  | other statements of expectations, beliefs, future plans and strategies, anticipated developments and other matters that are not historical facts.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------



1



---

These forward-looking statements are subject to risks and uncertainties, including
financial, regulatory, environmental, industry growth and trend projections, that could cause actual events or results to differ materially from those expressed or implied by the statements. The most important factors that could prevent us from
achieving our stated goals include, but are not limited to, our failure to:



| |  |  | increase the volume of traffic on our network;
| | - |  | ----------------------------------------------



| |  |  | develop new products and services that meet customer demands and generate acceptable margins;
| | - |  | ---------------------------------------------------------------------------------------------



| |  |  | successfully complete commercial testing of new technology and information systems to support new products and services, including voice and data
transmission services;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | stabilize or reduce the rate of price compression on certain of our communications services;
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | integrate strategic acquisitions;
| | - |  | ---------------------------------



| |  |  | attract and retain qualified management and other personnel; and
| | - |  | ----------------------------------------------------------------



| |  |  | meet all of the terms and conditions of our debt obligations and other contractual obligations.
| | - |  | -----------------------------------------------------------------------------------------------

We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. Further
disclosures that we make on related subjects in our additional filings with the Securities and Exchange Commission (SEC) should be considered. For further information regarding the risks and uncertainties that may affect our future results, please
review the information set forth below under Item 3. Key InformationRisk Factors.

Readers are cautioned not to place
undue reliance on these forward-looking statements, which reflect managements perception and analysis only as of the date of this Form 20-F. In addition, readers should carefully review the other information in this Form 20-F and in the
Companys periodic reports and other documents filed with the SEC from time to time.

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

Selected Financial Data

The following table sets forth our selected consolidated financial
data. The consolidated financial data has been derived from, and should be read in conjunction with, our consolidated financial statements prepared in accordance with US GAAP, along with the notes thereto. Our selected income statement data for
the fiscal years ended March 31, 2011, 2012 and 2013 and the selected balance sheet data as of March 31, 2012 and 2013 are derived from the audited financial statements included in this Form 20-F.

Our selected income statement data for the fiscal years ended March 31, 2009 and 2010 and our selected balance sheet data as of March 31, 2009,
2010 and 2011 are derived from our audited financial statements not included in this annual report. Our selected financial data and our financial statements are presented in Indian rupees. Financial data as of and for the fiscal year ended
March 31, 2013 has been translated into U.S. Dollars for your convenience.



2



---

Fiscal Year ended March 31,



|                                                                                  |  |                           |         |   |                  |      |         |      |  |      |         |   |  |      |         |   |      |      |         |   |  |     |       |  
|--------------------------------------------------------------------------------- |  | ------------------------- | ------- | - | ---------------- | ---- | ------- | ---- |  | ---- | ------- | - |  | ---- | ------- | - | ---- | ---- | ------- | - |  | --- | ----- | -
|                                                                                  |  | 2009                      |         |   | 2010             |      |         | 2011 |  |      | 2012    |   |  | 2013 |         |   | 2013 |     
|Income Statement Data                                                             |  | (Millions of


LOGO
) (1) |         |   | (Millions ofUS$) |     
|Operating revenue                                                                 |  |                           |         |   |                  |      |         |      |  |      |         |   |  |      |         |   |      |      |         |   |  |     |       |  
|Revenues from telecommunication services                                          |  |                           | 97,295  |   |                  |      | 106,080 |      |  |      | 113,840 |   |  |      | 139,885 |   |      |      | 171,800 |   |  |     | 3,151 |  
|Cost of revenues:                                                                 |  |                           |         |   |                  |      |         |      |  |      |         |   |  |      |         |   |      |      |         |   |  |     |       |  
|Network and transmission costs                                                    |  |                           | 51,201  |   |                  |      | 61,452  |      |  |      | 67,213  |   |  |      | 76,917  |   |      |      | 94,916  |   |  |     | 1,741 |  
|License fees                                                                      |  |                           | 863     |   |                  |      | 794     |      |  |      | 664     |   |  |      | 928     |   |      |      | 1,387   |   |  |     | 25    |  
|                                                                                  |  |                           |         |   |                  |      |         |      |  |      |         |   |  |      |         |   |      |      |         |   |  |     |       |  
|Total cost of revenues                                                            |  |                           | 52,064  |   |                  |      | 62,246  |      |  |      | 67,877  |   |  |      | 77,845  |   |      |      | 96,303  |   |  |     | 1,766 |  
|Other operating costs:                                                            |  |                           |         |   |                  |      |         |      |  |      |         |   |  |      |         |   |      |      |         |   |  |     |       |  
|Depreciation and amortization                                                     |  |                           | 10,180  |   |                  |      | 14,074  |      |  |      | 13,980  |   |  |      | 18,329  |   |      |      | 20,557  |   |  |     | 378   |  
|Other operating costs                                                             |  |                           | 30,394  |   |                  |      | 31,323  |      |  |      | 32,347  |   |  |      | 43,153  |   |      |      | 55,169  |   |  |     | 1,012 |  
|                                                                                  |  |                           |         |   |                  |      |         |      |  |      |         |   |  |      |         |   |      |      |         |   |  |     |       |  
|Operating income/(loss)                                                           |  |                           | 4,657   |   |                  |      | (1,563  | )    |  |      | (364    | ) |  |      | 558     |   |      |      | (229    | ) |  |     | (5    | )
|Non-operating income/(expense), net:                                              |  |                           |         |   |                  |      |         |      |  |      |         |   |  |      |         |   |      |      |         |   |  |     |       |  
|Gain on sale of investments                                                       |  |                           | 4,289   |   |                  |      | 347     |      |  |      | 138     |   |  |      | 379     |   |      |      | 180     |   |  |     | 3     |  
|Interest income from income tax refunds                                           |  |                           |        |   |                  |      | 2,183   |      |  |      | 40      |   |  |      | 101     |   |      |      | 86      |   |  |     | 2     |  
|Interest income from banks and others                                             |  |                           | 491     |   |                  |      | 673     |      |  |      | 762     |   |  |      | 296     |   |      |      | 148     |   |  |     | 3     |  
|Interest expense                                                                  |  |                           | (2,732  | ) |                  |      | (4,188  | )    |  |      | (4,088  | ) |  |      | (7,591  | ) |      |      | (7,876  | ) |  |     | (145  | )
|Gain on previously held equity method investee recognized on business acquisition |  |                           |        |   |                  |      |        |      |  |      | 128     |   |  |      | 11,047  |   |      |      |        |   |  |     |      |  
|Gain/(loss) on sale of property, plant and equipment, net                         |  |                           | (15     | ) |                  |      | (10     | )    |  |      | (489    | ) |  |      | 31      |   |      |      | 2,023   |   |  |     | 37    |  
|Other non-operating income, net                                                   |  |                           | 986     |   |                  |      | 1,175   |      |  |      | 2,192   |   |  |      | 415     |   |      |      | 575     |   |  |     | 11    |  
|                                                                                  |  |                           |         |   |                  |      |         |      |  |      |         |   |  |      |         |   |      |      |         |   |  |     |       |  
|Total non-operating income/(expense), net                                         |  |                           | 3,019   |   |                  |      | 180     |      |  |      | (1,317  | ) |  |      | 4,678   |   |      |      | (4,864  | ) |  |     | (89   | )
|                                                                                  |  |                           |         |   |                  |      |         |      |  |      |         |   |  |      |         |   |      |      |         |   |  |     |       |  
|Income / (loss) before income tax                                                 |  |                           | 7,676   |   |                  |      | (1,383  | )    |  |      | (1,681  | ) |  |      | 5,236   |   |      |      | (5,093  | ) |  |     | (94   | )
|Income tax (expense) / benefit                                                    |  |                           | (2,430  | ) |                  |      | 969     |      |  |      | (765    | ) |  |      | (5,138  | ) |      |      | (2,028  | ) |  |     | (37   | )
|Dividend tax                                                                      |  |                           | (218    | ) |                  |      | (218    | )    |  |      |        |   |  |      | (92     | ) |      |      | (92     | ) |  |     | (2    | )
|Equity in net loss of equity method investees                                     |  |                           | (1,120  | ) |                  |      | (3,192  | )    |  |      | (5,636  | ) |  |      | (944    | ) |      |      | (234    | ) |  |     | (4    | )
|                                                                                  |  |                           |         |   |                  |      |         |      |  |      |         |   |  |      |         |   |      |      |         |   |  |     |       |  
|Net Income/(loss)                                                                 |  |                           | 3,908   |   |                  |      | (3,824  | )    |  |      | (8,082  | ) |  |      | (938    | ) |      |      | (7,447  | ) |  |     | (137  | )
|Net income/(loss) attributable to non-controlling interest                        |  |                           | (22     | ) |                  |      | (12     | )    |  |      | (13     | ) |  |      | 4,250   |   |      |      | 1,152   |   |  |     | 21    |  
|                                                                                  |  |                           |         |   |                  |      |         |      |  |      |         |   |  |      |         |   |      |      |         |   |  |     |       |  
|Net income / (loss) attributable to Tata Communications Limited                   |  |                           | 3,886   |   |                  |      | (3,836  | )    |  |      | (8,095  | ) |  |      | 3,312   |   |      |      | (6,295  | ) |  |     | (116  | )
|Basic earnings/(loss) per equity share                                            |  | LOGO                      | 13.64   |   |                  | LOGO | (13.46  | )    |  | LOGO | (28.40  | ) |  | LOGO | 11.62   |   |      | LOGO | (22.09  | ) |  | US$ | (0.41 | )
|Weighted average number of Shares outstanding(2)                                  |  |                           | 285     |   |                  |      | 285     |      |  |      | 285     |   |  |      | 285     |   |      |      | 285     |   |  |     | 285   |  
|Basic earnings/(loss) per ADS (where each ADS represents two Shares)              |  | LOGO                      | 27.28   |   |                  | LOGO | (26.92  | )    |  | LOGO | (56.80  | ) |  | LOGO | 23.24   |   |      | LOGO | (44.18  | ) |  | US$ | (0.82 | )
|Dividends per share                                                               |  | LOGO                      | 4.50    |   |                  | LOGO | 4.50    |      |  |      |        |   |  | LOGO | 2.00    |   |      | LOGO | 2.00    |   |  | US$ | 0.04  |  
|Other financial data                                                              |  |                           |         |   |                  |      |         |      |  |      |         |   |  |      |         |   |      |      |         |   |  |     |       |  
|Net cash provided by operating activities                                         |  |                           | 14,724  |   |                  |      | 14,413  |      |  |      | 11,678  |   |  |      | 8,169   |   |      |      | 17,169  |   |  |     | 315   |  
|Net cash used in investing activities                                             |  |                           | (35,116 | ) |                  |      | (21,604 | )    |  |      | (15,024 | ) |  |      | (20,949 | ) |      |      | (24,488 | ) |  |     | (449  | )
|Dividends                                                                         |  |                           | (1,283  | ) |                  |      | (1,283  | )    |  |      |        |   |  |      | (570    | ) |      |      | (570    | ) |  |     | (10   | )
|Net cash provided by financing activities                                         |  |                           | 22,548  |   |                  |      | 4,186   |      |  |      | 7,847   |   |  |      | 8,063   |   |      |      | 10,446  |   |  |     | 191   |  



|(1) | Except share data.
|--- | ------------------

|(2) | In millions.
|--- | ------------



3



---

As at March 31,



|                                           |                       |      |         |                  |      |  |         |      |  |  |         |  |  |      |         |  |      |  |         |  |  |  |       | 
|------------------------------------------ | --------------------- | ---- | ------- | ---------------- | ---- |  | ------- | ---- |  |  | ------- |  |  | ---- | ------- |  | ---- |  | ------- |  |  |  | ----- | 
|Balance Sheet Data                         |                       | 2009 |         |                  | 2010 |  |         | 2011 |  |  | 2012    |  |  | 2013 |         |  | 2013 | 
|                                           | (Millions of


LOGO
) |      |         | (Millions ofUS$) |     
|Total assets                               |                       |      | 192,333 |                  |      |  | 186,758 |      |  |  | 183,743 |  |  |      | 246,981 |  |      |  | 256,756 |  |  |  | 4,709 | 
|Total debt                                 |                       |      | 60,229  |                  |      |  | 61,596  |      |  |  | 68,827  |  |  |      | 115,447 |  |      |  | 128,201 |  |  |  | 2,351 | 
|Accounts payable                           |                       |      | 34,063  |                  |      |  | 30,123  |      |  |  | 24,758  |  |  |      | 28,409  |  |      |  | 30,321  |  |  |  | 556   | 
|Accrued expenses and other liabilities     |                       |      | 45,524  |                  |      |  | 47,720  |      |  |  | 50,979  |  |  |      | 64,025  |  |      |  | 72,195  |  |  |  | 1,324 | 
|Total liabilities                          |                       |      | 139,816 |                  |      |  | 139,439 |      |  |  | 144,564 |  |  |      | 207,881 |  |      |  | 230,717 |  |  |  | 4,231 | 
|Total shareholders equity of the Company  |                       |      | 52,467  |                  |      |  | 47,261  |      |  |  | 39,111  |  |  |      | 37,546  |  |      |  | 25,067  |  |  |  | 460   | 
|Total liabilities and shareholders equity |                       |      | 192,333 |                  |      |  | 186,758 |      |  |  | 183,743 |  |  |      | 246,981 |  |      |  | 256,756 |  |  |  | 4,709 | 

Exchange Rates

Fluctuations in the exchange rate between the Indian Rupee and the U.S. Dollar will affect the U.S. Dollar equivalent of the Indian Rupee price of the Companys equity Shares
(Shares) on the Indian stock exchanges and, will likely affect the market price of the Companys American Depositary Shares (ADSs). The Companys ADSs were listed on the New York Stock Exchange from August 15,
2000 until we voluntarily delisted trading of the ADSs on the New York Stock Exchange effective June 7, 2013, and since then have traded, and currently trade, on the over-the-counter market.

The fluctuations in the exchange rate will also affect the U.S. Dollar conversion by Bank of New York Mellon, as depository for the ADSs (the
Depository) of any cash dividends paid in Indian Rupees on the Shares represented by the ADS and on the cash proceeds from the sale by the Depository of the Shares represented by any ADSs that remain outstanding as at August 13,
2013. See Item 4. Information on the CompanyDelisting from the New York Stock Exchange and Item 8. Financial InformationDividends.

The following table sets forth, for the fiscal years indicated, information concerning the number of Indian Rupees for which one US Dollar could be exchanged based on the foreign exchange rates
certified by the Federal Reserve Bank of New York for customs purposes. The column titled Average in the table below is the average of the certified foreign exchange rates on the last business day of each month during the year.



|                            |     |            |       |         |  |  |       |  |  |     |       |  |  |  |       | 
|--------------------------- | --- | ---------- | ----- | ------- |  |  | ----- |  |  | --- | ----- |  |  |  | ----- | 
|Fiscal Year Ended March 31, |     | Period     |      
|                            | End |            |       | Average |  |  | High  |  |  | Low |      
|                            |     | (


LOGO
) |      
|                            |     |            |       |        
|2013                        |     |            | 54.52 |         |  |  | 54.48 |  |  |     | 57.13 |  |  |  | 50.64 | 
|2012                        |     |            | 50.89 |         |  |  | 48.01 |  |  |     | 53.71 |  |  |  | 44.00 | 
|2011                        |     |            | 44.54 |         |  |  | 45.46 |  |  |     | 47.49 |  |  |  | 43.90 | 
|2010                        |     |            | 44.95 |         |  |  | 47.18 |  |  |     | 50.48 |  |  |  | 44.94 | 
|2009                        |     |            | 50.87 |         |  |  | 46.32 |  |  |     | 51.96 |  |  |  | 39.73 | 



4



---

The following table sets forth the high and low exchange rates for the previous six months and is based on
the foreign exchange rates certified by Federal Reserve Bank of New York on each business day during the period:



|              |  |            |       |  |     |  |       | 
|------------- |  | ---------- | ----- |  | --- |  | ----- | 
|Month         |  | High       |       |  | Low | 
|              |  | (


LOGO
) |      
|January 2013  |  |            | 55.20 |  |     |  | 53.21 | 
|February 2013 |  |            | 54.47 |  |     |  | 52.99 | 
|March 2013    |  |            | 54.92 |  |     |  | 54.06 | 
|April 2013    |  |            | 54.91 |  |     |  | 53.68 | 
|May 2013      |  |            | 56.50 |  |     |  | 53.65 | 
|June 2013     |  |            | 60.70 |  |     |  | 56.43 | 

Capitalization and Indebtedness

Not applicable.

Reasons for the Offer and Use of Proceeds

Not applicable.

RISK FACTORS

In addition to the other information set forth in this document, including the matters contained under the caption Forward-Looking Statements
you should carefully read the matters set forth below. The Company believes that each of these matters could materially affect our business. We recognize that most of these factors are beyond our ability to control, and therefore, also to predict an
outcome. You should carefully consider the following risk factors as well as the other information contained in this report in evaluating us and our business.

Reductions in prices for communications services in India and worldwide have had and are expected to continue to have an adverse effect on our results of operations and financial condition.

Market pricing for International wholesale termination services in India and worldwide are expected to decline therefore the margins for
our wholesale voice communications services in India and worldwide will be impacted. We also expect that the prices for wholesale voice and non-voice services in India and worldwide will continue to decrease due to some of the following factors:



| |  |  | as we and our competitors increase transmission capacity on existing and new networks;
| | - |  | --------------------------------------------------------------------------------------



| |  |  | as our traffic volumes increase because many of our customer agreements provide for volume-based pricing or contain other provision for decrease in
prices;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | as a result of technological advances; and
| | - |  | ------------------------------------------



| |  |  | as a result of synergies realized through strategic acquisitions by us and our competitors.
| | - |  | -------------------------------------------------------------------------------------------

Even though the decline in tariffs has resulted in traffic volume growth, it has, and is expected to continue to, materially and adversely affect our
revenues. Revenues from international wholesale voice business and related products increased to 


LOGO
 82,779 million (US$ 1,518 million) in fiscal 2013 from LOGO 65,261 million in fiscal 2012, while total traffic volume grew by 15% during the same period.

De-regulations, new entrants in International wholesale voice business and increasing competition in the Indian telecommunications sector may continue
to adversely affect our business.

We have faced a number of new competitors to our international long distance (ILD)
business, particularly since the Government of India (GoI) relaxed the licensing conditions and reduced the entry fees for ILD and national long distance (NLD) services in January 2006 (from LOGO 250 million and LOGO 1 billion, respectively, to LOGO 25 million and LOGO 25 million, respectively).

There are also an increasing number of players offering various forms
of data products, a business in which we have historically been a market leader.



5



---

As a result of a recall of the Carrier Access Code (CAC) and Carrier Pre-selection (CPS) implementation
in India by the Telecom Regulatory Authority of India (TRAI), many of our end customers do not have the right to choose to use our services, even if we offer the most competitive rates and best quality.

Until 2002, we had a monopoly on the provision of ILD services, and, until 2004, we were the exclusive provider of ILD services for Bharat Sanchar Nigam
Limited (BSNL) and Mahanagar Telephone Nigam Limited (MTNL), but since then we have had to compete for business from the access providers in the open market. Currently, access providers (including competitors such as BSNL, MTNL, Bharti, Vodafone and
Reliance), which own or control the access telephone networks in India (through which all international calls that we carry that either originate or terminate in India must pass) may choose not to use our ILD or NLD services. As more service
providers expand their NLD networks and new mobile service providers commence their NLD operations, thus allowing them to carry their captive traffic on their own network, there has been a reduction in the market for NLD services in India. NLD
traffic volume has reduced by 2% between fiscal 2012 and 2013.

Illegal international telephony operators have adversely affected our call
volumes.

Illegal operators in India offer cheaper services since they do not pay license fees, taxes or Interconnection Usage Charges
(IUC) or any other regulatory fees. These illegal operators have captured a part of the incoming ILD traffic into India.

Telecommunications carriers that we do business with, could suffer from decreasing margins and financial distress, which may negatively impact our
business.

Several telecommunications carriers that we do business with have in the recent past, suffered from reduced profit
margins and other significant financial pressures. Some of these companies have been acquired and are undergoing restructurings of their businesses. There is no assurance that we will continue to derive business from these carriers. Further, if any
of the major carriers that we do business with encounters financial difficulties or files for bankruptcy, we may be unable to recover amounts owed to us.

Company revenue could be impacted by market consolidation and new entrants entering in to the existing markets

The Companys revenue can be adversely impacted on account of market consolidation in some regions, where some regional carriers are acquired by large wholesale carriers, opening up of licensing in
closed markets which could mean our customers may lose control of international traffic out of their home country and Over The Top (OTT) players (also called Next Generation players) may exploit internet to deliver international voice services
without using a carrier network. OTT players have started impacting revenue of traditional service providers (mobile network operators or MNOs) in matured markets.

Our mobile global roaming business may be adversely affected by changing technologies.

Our wireless mobile global roaming business provides roaming services for Global Systems for Mobile (GSM), Integrated Dispatch Enhanced Network (iDEN),
Universal Mobile Telecommunications System (UMTS, 3G) and Enhanced Specialized Mobile Radio (ESMR) networks around the world. With increasing pressure on roaming margins, regulatory caps on inter-operator tariffs (IOTs) in some geographies and
increased competition, we expect strong price pressure in our international signaling transport and conversion businesses. Though this price erosion will be partially offset by the continued volume growth in emerging markets, a shift towards more
sophisticated signaling and roaming outsourcing solutions targeted at Tier-1 mobile operators and groups will be necessary to sustain revenues and margins. We are also engaging new segments like hub providers and Application-to-Person (A2P) service
providers as both customers and channel partners to drive additional revenue growth.

The advent of next generation Long Term Evolution (LTE)
standards also presents new opportunities for signaling and roaming connectivity and interoperability. We have already embarked on network modernization to collaborate with early-adopters on LTE/DIAMETER signaling interconnectivity and service
enablement.

Our international operations and investments expose us to risks that could materially and adversely affect our business.

We have operations and investments outside of India and the United States, as well as rights to undersea cable capacity extending to
other countries that expose us to risks inherent in international operations. These include:



| |  |  | general economic, social and political conditions;
| | - |  | --------------------------------------------------



| |  |  | difficulty in enforcing agreements and collecting receivables through certain foreign legal systems;
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | tax rates in some foreign countries exceeding those in India and the U.S.;
| | - |  | --------------------------------------------------------------------------



| |  |  | fluctuations in foreign currency exchange rates;
| | - |  | ------------------------------------------------



6



---

| |  |  | withholding requirements or the imposition of tariffs, exchange controls or other restrictions on foreign earnings;
| | - |  | -------------------------------------------------------------------------------------------------------------------



| |  |  | difficulties and costs of compliance with foreign laws and regulations that impose restrictions on our investments and operations, and penalties for
non-compliance, including loss of licenses and monetary fines;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | difficulties in obtaining licenses or interconnection arrangements on acceptable terms, if at all; and
| | - |  | ------------------------------------------------------------------------------------------------------



| |  |  | changes in Indian and U.S. laws and regulations relating to foreign trade and investment.
| | - |  | -----------------------------------------------------------------------------------------

Failure to complete development, testing and the timely introduction of new services, including managed services, could affect our ability to compete
in the industry.

We continuously develop, test and introduce new services so that we can compete for new customers and in new segments of
the communications business. Sometimes the introduction of new services requires the successful upgrade of technology or development of new technology, which may be dependent on the conclusion of contract negotiations with vendors and vendors
meeting their obligations in a timely manner. In addition, our new service offerings may not be widely accepted by our customers. If we are not able to successfully complete the development and introduction of new services, including new managed
services, and incorporates customer feedback in a timely manner, our business could be materially and adversely affected.

Our technical
infrastructure is vulnerable to damage, interruptions and failures which may result in reduced traffic, reduced revenues and harm to our reputation.

Our technical infrastructure is vulnerable to damage or interruptions caused by earthquakes, floods, storms, fires, power outages, war, riots, intentional misdeeds and other similar events. In particular,
a major part of our international traffic is routed through undersea cable systems as well as through cable systems between different countries. These cables are prone to damage, including cable cuts. Any serious damage to major cables or
simultaneous multiple cable failures could seriously disrupt traffic, which might lead to losses in revenue and adversely affect our reputation.

In addition, natural information technology system failures (hardware or software), human error or computer viruses may affect the quality of our services and cause temporary service interruptions. More
rarely, software problems are hidden in vendors equipment, undetectable through regular commissioning testing, but appear when specific traffic loading conditions are reached on the network which can severely impact several pieces of equipment
simultaneously. These types of events could result in customer dissatisfaction and reduced traffic and revenues.

Our infrastructure may also
be vulnerable to cyber security risks, which may result in service interruptions, gaining of unauthorized access, loss, theft or corruption of data, and theft of intellectual property or sensitive information, any of which could disrupt or have a
material adverse effect on the Companys business. Such negative consequences could include remedial costs, increased cyber security costs, lost revenues, litigation, reputational damage and regulatory penalties.

Our growth may depend upon our successful integration of acquired businesses.

We have made significant acquisitions and investments in recent years, such as an increased equity stake in Neotel, and will continue to explore the possibility of future acquisitions and investments as
our business needs require. The integration of acquired businesses involves a number of risks, including:



| |  |  | demands on management related to the significant increase in size after the acquisition;
| | - |  | ----------------------------------------------------------------------------------------



| |  |  | the diversion of managements attention from the management of daily operations to the integration of operations;
| | - |  | -----------------------------------------------------------------------------------------------------------------



| |  |  | higher integration costs than anticipated;
| | - |  | ------------------------------------------



| |  |  | failure to achieve expected synergies and costs savings;
| | - |  | --------------------------------------------------------



| |  |  | regulatory restrictions imposing a constraint on optimal designs for integration of Operations Support SystemsBusiness Support Systems (OSS-BSS
Systems);
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | difficulties in the assimilation of different cultures and practices, as well as in the assimilation and retention of broad and geographically
dispersed personnel and operations; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | difficulties in the integration of departments, systems (including accounting systems) technologies, books and records and procedures, as well as in
maintaining uniform standards, controls (including internal control over financial reporting), procedures and policies.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



7



---

The Company is in the process of implementing its strategy in respect to Neotel, which became a subsidiary
of the Company in May 2011 following an initial series of non-majority stake investments. There can be no guarantee that the Companys investment in Neotel, which is currently loss-making, or any other acquisition made by the Company will
ultimately be profitable.

Our profitability may be adversely affected if we become the victim of fraud or theft of services.

The industry in which we operate has incurred losses in the last several years due to fraud. Although we have implemented various
measures in order to control losses relating to fraudulent practices, we may not succeed in effectively controlling fraud when operating in the international or domestic Indian telecommunications markets.

Our business may be adversely affected if we cannot fulfill our commitments under significant contracts.

We have entered into a number of significant contracts with certain of our Global Voice Solutions (GVS) and Global Data and Managed Services
(GDMS) customers. Failure to meet our commitments under these contracts could result in financial losses and damage our reputation. Our five largest customers collectively accounted for 18% of our revenues in fiscal 2013 and if, due to
any reason, we lose any of our major customers or they terminate their respective agreements with our Company, it could negatively impact our revenues as well as our profitability and cash generation ability.

Our profitability may be adversely affected if certain revenue share disputes are decided against our Company.

We are required to pay a certain percentage of our adjusted gross revenue (AGR) to the telecom licensor in India under the terms of our
license. We are involved with the licensor in a dispute resolution process under Indian telecom regulations about the definition of AGR. If the matters in dispute are decided against us, we will be required to pay a substantially higher amount than
we presently do under the license. See Item 4-Information on the Company-License Fees and Tariffs.

If certain tax claims made
by the Indian tax authorities against us are upheld, our financial condition would be adversely impacted.

Over past fiscal years, the
Company has made certain tax holiday and expense claims based on our understanding of the tax laws as reinforced by legal precedent and legal advice received from external tax counsel. The Income Tax Department, GoI (ITD) has not
accepted our claims and in a few instances has levied penalties against the Company. We have challenged the position taken by the ITD, which are at various stages of adjudication. If all of these disputes are decided against us, it could have an
adverse financial implication of


LOGO
 25,303 million. For significant disputes see Item 8-Legal Proceedings.

We may not receive
additional compensation from the GoI for the early termination of our monopoly on international telephony services.

On April 1,
2002, the GoI allowed private operators to start offering ILD services, thereby terminating our monopoly on offering such services two years ahead of schedule. The GoI compensated us with a package of benefits. The GoI had given an assurance prior
to the termination of our monopoly that it would consider additional compensation if it found this necessary following a detailed review. However, prior to the termination of our monopoly, the GoI announced that it viewed the package of benefits
that it gave to us as the full and final settlement of all claims arising out of the early termination of our ILD monopoly. We have been pursuing the GoI to consider providing us with additional compensation and in 2005 the Company filed a suit for
additional compensation in the Honorable Bombay High Court. On July 7, 2010, the Honorable Bombay High Court ruled that it did not have jurisdiction to entertain this suit in view of the provisions of the TRAI Act, 1997. The Company filed
an appeal in the Honorable Bombay High Court in October 2010. This appeal is still pending. There can be no assurance that our claim will be successful or that we will receive any additional compensation from the GoI, or if we do receive
compensation, as to the amount, nature or timing of such compensation.

We are subject to extensive regulation and supervision by the GoI,
which could adversely affect the operation of our business and prevent us from entering into transactions that are in the best interests of our shareholders.

We must obtain telecommunications licenses from DoT to provide some of our services. DoT retains the right to modify the terms and conditions of our licenses, at any time if in its opinion, it is
necessary or expedient to do so in the interest of the general public or for the proper operation of the telecommunication sector. DoT is also empowered to revoke a license granted by it for any breach of the license conditions. A change in certain
significant terms of any of the licenses, such as their duration, the range of services permitted or the scope of exclusivity, if any or the revocation of our licenses could have a material adverse effect on our business and prospects.

In May 2011, DoT amended the license conditions to address security related concerns and making it the Companys responsibility to maintain the
security of our networks. It has also required the Company to take certain security measures prescribed in the revised license conditions.



8



---

The Company has implemented a number of security measures to comply with the amended DoT license conditions.
Some of these measures include use of a security incident and event monitoring tool to detect and monitor intrusions in the core network, as well as access logging to core network devices. The Company periodically engages a CERT-IN empanelled
auditor to carry out an audit of the India Core Network, and where applicable complies with equipment induction standards such as Common Criteria.

If the Company breaches the newly amended conditions, it could be liable for a maximum penalty of


LOGO
 500 million, and could be subject to criminal charges. Despite having taken various steps to comply with the amended license conditions, the Company could still be penalized for non-compliance, which could
adversely affect the revenues and profitability of the Company.

We must also annually obtain various radio spectrum operating licenses from
the Wireless Planning and Co-ordination Wing of the Ministry of Communications and Information Technology of the GoI (WPC). The non-renewal or modification of these licenses, or punitive action by the GoI for continuing these services
without renewal of the licenses, could adversely affect us.

In addition, approval of the TRAI is required for all our new pricing initiatives
and product launches.

Any disputes between us and the GoI regarding the terms of our telecommunications licenses, as well as any dispute
between us and the other service providers in India, is required to be adjudicated by the Telecom Disputes Settlement Appellate Tribunal (TDSAT). Failure to follow TDSAT orders may lead to the imposition of fines and other punitive
actions.

Regulatory decisions and changes in the regulatory environment in the jurisdictions in which we do business could adversely
affect us.

We have interests in a large number of geographic areas throughout the world and must comply with an extensive range of
requirements that are meant to regulate and supervise the licensing, construction and operation of telecommunications networks and services. These requirements are likely to increase with our overseas expansion. In particular, there are agencies
which regulate and supervise the allocation of frequency spectrum and which monitor and enforce regulation and competition laws that apply to the telecommunications industry. We cannot provide any assurances that governments in the countries in
which we intend to operate will issue or renew licenses, we need on acceptable terms or at all.

Furthermore, some of the jurisdictions where
we provide services have little, if any, written regulations governing our operations. The written regulations and guidelines that do exist in a jurisdiction may not specifically address our operations. It is possible that one or more governmental
agencies will disagree with our interpretation of existing laws or regulations and assert that our operations are not in compliance with those laws or regulations. In that event, it is possible that the governmental agency might initiate an
enforcement action or impose restrictions on our operations which could have a material adverse effect on our operations.

We have incurred
debt, which to a certain extent could restrict our growth and place us at a competitive disadvantage.

We incurred additional debt, in
fiscal 2013 primarily to finance our capital expenditures and investments. As of March 31, 2013, the outstanding principal amount of our indebtedness was LOGO 128,201 million (US$ 2,351 million) as opposed to LOGO 115,447 million as on March 31, 2012. If need arises in the future, we may also obtain additional long-term debt and working capital lines of credit to meet future financing needs.

We have floating interest rate loans which are exposed to market interest rate fluctuations. While a portion of our floating rate loans are hedged by
interest rate swaps, an increase in the benchmark interest rates could increase the interest cost of our floating interest rate loans. Our inability to manage the interest cost effectively could have an adverse impact on cash flow and profits.

The consequences on our financial condition and results of operations that could result from our debt include:



| |  |  | a limitation on our ability to obtain additional substantial debt financing;
| | - |  | ----------------------------------------------------------------------------



| |  |  | accelerated maturity of some or all of our outstanding indebtedness in the event we are unable to meet or restructure the financial covenants contained
in our debt agreements;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the allocation of a portion of our cash flow from operations to service our debt, thus reducing the amount of our cash flow available for other
purposes, such as capital expenditures, investments or dividends;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | limitations on our ability to exploit lucrative large opportunities that arise in the market and are important for our growth and;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | competitive disadvantage if our competitors do not have as much debt as us.
| | - |  | ---------------------------------------------------------------------------



9



---

In addition, the financial covenants contained in the agreements governing the Companys outstanding
indebtedness may limit our ability to borrow additional funds and may affect our flexibility in planning for, and reacting to, changes in the economy and the telecommunications industry. As part of a pro-active approach to managing our levels of
debt, and in light of the current operating environment the Company faces, we have recently obtained waivers of certain financial covenants under some of our existing debt facilities. Going forward, if we were to breach any of our existing or future
debt covenants and be unable to obtain a waiver in respect of such breach, we could face accelerated maturity of some or all of our outstanding indebtedness, which could have a material adverse effect on the Companys business, results of
operations or financial condition.

A termination of relationships with key suppliers could cause delays and costs.

We are dependent on key third-party suppliers for fiber, computers, software, optronics, transmission electronics and related components of our network.
We are also dependent on key suppliers to repair and maintain our extensive undersea and other cable assets. If any of these relationships is terminated or a key supplier fails to provide reliable services or equipment, we might be unable to obtain
suitable alternative arrangements quickly and consequently could experience significant delays and additional costs.

Similarly, vendors
bringing equipment to end-of-life status and cutting support on such equipment without proper notification can cause risks to our network. Changes in a large network can take more time than the notification time given. The same can be caused by
vendors going out of business or being bought with the new owner not supporting all types of equipment from the acquired company.

If our
vendors fail to obtain the approval of the Telecom Engineering Center (TEC) for the switching equipment that they provide to us, the growth of our interconnection capacities with domestic voice carriers may be limited.

In India, we are required to install TEC type approved switching equipment in the network for interconnection with domestic voice operators.
Vendors are required to obtain approval from the TEC of the switching equipment and then regularly renew. Failure to renew the approval by a vendor in a timely manner could restrict us from further augmenting the interconnection capacities with
domestic voice carriers. This could lead to reduced service quality to our customers, customer dissatisfaction and hence reduced traffic and revenues.

Our dependence on third party Passive Infrastructure Providers for the collocation of wireless equipment might impact service levels and cause additional costs.

We are dependent on third party passive infrastructure providers for collocating our wireless equipment. Any inability of the Passive Infrastructure
Providers to comply with service level agreements that provide for site access and uptime might adversely affect our service levels to our customers. We might be unable to obtain suitable alternative arrangements quickly and consequently could
experience significant delays and additional costs.

Changes in Royalty charges and license fees for spectrum allocated to the Company by
DoT might increase the cost of deployment of wireless access in licensed bands.

The Company is currently using spectrum licensed by DoT
for operating wireless access for its customers. Any increase in the royalty charges and license fees by DoT will increase the cost of operation which will have an adverse impact on the cost of providing wireless access to our customers.

We have made, and in the future might make, substantial capital investments in new telecommunications projects which may expose us to liquidity and
execution risks.

We have made substantial additional investments in new telecommunications projects, including in connection with
technology upgrades and our continuing geographic expansion. We spent approximately LOGO 17,781 million (US$ 326 million) on capital expenditures in fiscal 2013 and we expect our capital expenditures in fiscal 2014 to be approximately LOGO 31,654 million (US$ 581 million). Our capital expenditures may increase in the future because of cost overruns or delays in our projects or as we strive to offer new services, improve our capabilities and
remain competitive. Uncertainty in the international financial markets may adversely affect our ability to obtain capital when needed or on terms that are attractive. Although there is less uncertainty in the international financial markets, market
sentiments have not reverted to pre-crisis levels. Even if we are able to make all of our planned capital expenditures, telecommunications technology evolves rapidly so there can be no assurance that any of our investments in new technology will
have a positive impact on our financial results.

The absence of a robust business continuity plan could affect our business adversely.

Our operations are dependent on various information technology systems and applications which may not be adequately supported by a robust
business continuity plan, which could seriously impact our business in the event of a disaster of any nature.



10



---

It is increasingly costly for us to comply with new and changing corporate governance and public
disclosure requirements.

Changing laws, regulations and standards relating to accounting, corporate governance and public disclosure,
including the Sarbanes-Oxley Act of 2002, new SEC regulations, NYSE rules, Securities and Exchange Board of India (SEBI) rules and regulations and Indian stock exchange listing regulations are creating uncertainty for companies like ours
because they sometimes lack specificity and may be subject to varying interpretations. Their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty
regarding compliance matters and higher costs of compliance as a result of ongoing revisions to such governance standards.

Our efforts to
comply with evolving corporate governance and public disclosure laws, regulations and standards have resulted in, and are likely to continue to result in, increased general and administrative expenses and a diversion of managements time and
attention from revenue-generating activities to compliance activities. In addition, the new laws, regulations and standards regarding corporate governance may make it more difficult for us to obtain director and officer liability insurance. Further,
our board members, chief executive officer and chief financial officer could face an increased risk of personal liability in connection with the performance of their duties. The Companys ADRs have already been delisted from the NYSE with
effect from June 7, 2013 and the Company intends to deregister under Securities Act as soon as it is eligible to do so.

Our business
may be adversely affected by any slowdown in economic growth in India, the United States or other countries where we conduct business or by a slowdown in the growth of the IT sector.

The growth of telecommunications traffic is related to general economic growth and slowdowns in the economy could result in slower growth rates in telecommunications traffic. Economic slowdowns in India
and the U.S. pose the greatest risk for us because approximately 24.09% and 12.85% of our operating revenues during fiscal 2013 were from India and the United States, respectively, Commencing in 2007 and continuing into 2013, the U.S. and European
securities markets have experienced significant deterioration and volatility and the liquidity of U.S. and European credit markets have substantially tightened, which has had negative repercussions on the global economy. These developments could
continue to present risks for an extended period of time for us, including a potential slowdown in our sales to customers in the financial sector. Slowdowns in the IT sector might adversely affect our revenues as well, because the IT sector is a
major contributor to our telephony and leased channel revenues.

In India, economic growth has decelerated in recent years, foreign direct
investment has declined and inflation concerns remain. Whilst it is difficult to predict how long these conditions will exist and which markets and businesses of the Company may be affected, these developments could continue to present risks for an
extended period of time for the Company, including a potential slowdown in its sales to customers in the financial sector. Slowdowns in the IT sector might adversely affect the Companys revenue as well, because the IT sector is a major
contributor to the Companys telephony and leased channel revenue. Moreover, the on-going debt crisis in Europe could adversely impact the Companys business in that region if the crisis situation continues or deteriorates.

A substantial portion of our assets are located in India and our equity is listed on the Indian stock exchanges. Accordingly, our performance and the
market price and liquidity of our equity may be affected by changes in exchange rates and controls, interest rates, government policy, taxation and other political, economic or social developments in or affecting India.

Since 1991, successive governments in India have pursued policies of economic liberalization, including significantly relaxing restrictions on the
private sector. Nevertheless, the role of the GoI and state governments in the Indian economy as producers, consumers and regulators remains significant in ways that affect all Indian companies, including us.

Political instability could result in policy changes, delay reforms of the Indian economy and could have a material adverse effect on the market for
securities of Indian companies, including our Shares.

Terrorist attacks and other acts of violence or war involving India, the United
States and other countries could adversely affect the financial markets and our business.

Terrorist attacks and other acts of violence or
war may negatively affect the Indian markets where our Shares trade and adversely affect the worldwide financial markets. These acts may also result in a loss of business confidence and make travel more difficult.

Also, as a result of such events, India, the United States or certain other countries where our Company has or may have major business interests may
enter into armed conflict with other countries. The consequences of any potential armed conflicts are unpredictable. In addition, India has from time to time experienced unrest relating to religious and political differences within Indias
population, as well as with its neighboring country Pakistan.

Any increase in regional or international hostilities, terrorist attacks or
other acts of violence or war could have a significant adverse impact on international and Indian financial markets or economic conditions or on the GoIs policy, thereby disrupting communications. Such political tensions could create a greater
perception that investment in Indian companies involves a higher degree of risk and could have an adverse impact on our business, or the market price of our Shares and ADSs.



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Conditions in the Indian securities markets may affect the price or liquidity of our Shares.

The Indian securities markets are smaller in terms of trading volume and more volatile than the securities markets in the United States
and certain European and other countries. The Indian stock exchanges have in the past experienced substantial fluctuations in the prices of listed securities. It is generally perceived that there is a lower level of regulation and monitoring of the
Indian securities markets and the activities of investors, brokers and other market participants than in securities markets in the United States and certain European and other countries.

The Indian stock exchanges have experienced trading interruptions in the past because of regulatory interventions and operational issues. If these interruptions were to recur, it could affect the market
price and liquidity of the securities of Indian companies, including our Shares. In addition, the governing bodies of the Indian stock exchanges have from time to time imposed restrictions on trading in certain securities, limitations on price
movements and margin requirements. Similar problems could occur in the future and, if they do, it could affect the market price and liquidity of our Shares.

The delisting of our ADSs from the New York Stock Exchange and our intended deregistration under the U.S. Securities Exchange Act of 1934, may influence the trading opportunities for our Shares and
ADSs.

We voluntarily delisted trading of our ADSs on the New York Stock Exchange effective June 7, 2013. The Company will continue
to be subject to reporting obligations under the U.S. Securities Exchange Act of 1934 (the Exchange Act) until such time as the Company can terminate its registration under it.

Following the delisting from the New York Stock Exchange, the ADSs have traded on the U.S. over-the-counter market. The over-the-counter market is a significantly more limited market than the New York
Stock Exchange, and as a result, trading volume in the ADSs may be limited and investors may not have sufficient liquidity, which may make it more difficult for holders of the ADSs to sell their securities. In addition, the delisting and the
termination of our ADR Program may result in holders of the Companys ADRs surrendering their ADRs in exchange for the underlying Shares and selling them on the Indian Exchanges. The termination of our ADR Program will also mean that, on and
from August 13, 2013, the Depository will start to sell the Shares underlying any ADRs that remain outstanding as at that date. Such sales could affect the price of our Shares on the Indian Exchanges.

The Company and you may be subject to potential losses arising out of risks associated with the conversion rates between the functional currency of
the Company and other foreign currencies.

Fluctuations in the exchange rate between the Indian Rupee and the U.S. Dollar will affect
the U.S. Dollar equivalent of the Indian Rupee price of equity Shares on the Indian stock exchanges and, as a result, the price of our ADSs in the United States, as well as the U.S. Dollar value of the proceeds a holder would receive upon
the sale in India of any equity Shares received in exchange for the surrendered ADSs. Such fluctuations will also affect the Dollar equivalent of any cash dividends in Rupees received on the Shares represented by our ADSs and the Dollar equivalent
of the proceeds in Rupees of a sale of the Shares in India.

Fluctuations in the exchange rates affect the respective functional currency
amount of foreign currency settlements received by the Company from and paid by the Company to foreign telecommunication administrations, other service providers, and payments to vendors for imported equipment and technology and due to foreign
currency borrowings.

You may not be able to enforce a judgment of a foreign court against us.

We are organized under the laws of India. All of the Companys directors and many of its officers are Indian nationals and all or a significant
portion of the assets of all of the directors and officers and a substantial portion of our assets are located in India. As a result, it may be difficult for investors to effect service of process outside India on us or on such directors or officers
or to enforce judgments against them obtained from courts outside India, including judgments predicated on the civil liability provisions of the United States federal securities laws.

Dealings with telecommunication service providers in countries designated by the U.S. Department of State as state sponsors of terrorism may lead some potential customers and investors in the U.S. and
other countries to avoid doing business with us.

The United States, and from time to time other countries, have laws that may prohibit or
restrict their citizens from engaging in certain business activities in certain countries, or that otherwise impose economic sanctions on such countries. International bodies such as the United Nations may also impose sanctions on certain countries
from time to time. The United States currently administers economic sanctions and embargoes that target geographic regions and governments. Comprehensive sanctions programs include Cuba, Iran, North Korea, The Republic of Sudan and Syria. Other
non-comprehensive programs include the Western Balkans, Belarus, Cote dIvoire, Democratic Republic of the Congo, Iraq, Liberia (Former Regime of Charles Taylor), persons undermining the sovereignty of Lebanon or its democratic processes and
institutions, Libya, Somalia and Zimbabwe as well as other programs targeting individuals and entities located around the world.



12



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To remain competitive with other global providers of telecommunications services who offer global networks,
the Company requires the ability to receive and terminate traffic around the world. Specifically, the Company, through its Canadian subsidiary, Tata Communications (Canada) Limited (TCC), holds a 0.0661% interest in the UGARIT cable
system consortium, a cable system connecting Cyprus to Syria. The Company formerly had an arrangement with the Telecommunications Company of Iran for the exchange of international voice telecommunications traffic. This relationship, which the
Company terminated on or prior to February 5, 2013, as further described below, was created at the time that the Company was the government-owned exclusive provider of international telecommunications services in India. For more details
regarding this relationship see Item 4 Information on the Company. In Cuba, the Company has several agreements, through TCC, with Empresa de Telecomunicaciones de Cuba S.A., which is organized under the laws of Cuba. The connection point
for these services is in Canada. The Company accordingly necessarily derives a qualitatively and quantitatively immaterial amount of its revenue from these sanctioned countries. The Company does not have (nor has it ever had) fixed assets located in
Syria, Cuba, Iran or Sudan. However, some customers or vendors may elect not to do business with the Company due to these contacts with sanctioned countries which may adversely impact the Company business and operating results.

We are substantially owned by some of the Tata group companies and the GoI who have significant rights in relation to the election of our board of
directors and may have interests which conflict with those of our other shareholders, including holders of our ADSs.

As of March 31,
2013, 50.03% of our outstanding equity was held by Panatone Finvest Limited and other Tata group companies, and 26.12% was held by the GoI. Panatone Finvest Limited, certain other Tata group companies and the GoI are parties to a Shareholders
Agreement (the SHA) pursuant to which they have agreed on certain matters with respect to our governance and operation, including the composition and election of our board of directors. As a result of their equity holdings and the SHA,
Panatone Finvest Limited and the GoI together control all matters submitted to shareholders, including the election of directors. They also have significant control over the matters that come up for consideration at the meetings of our board of
directors. There can be no assurance that the interests of Panatone Finvest Limited and the GoI will not differ from the interests of our other shareholders, including the holders of ADSs.

Future sales by the GoI of our Shares may adversely affect our share price.

As of
March 31, 2013, the GoIs stake in our Company was 26.12%. If or when the GoI decides to reduce its stake in our Company, the manner in which the GoI decides to reduce its stake and the selection of the buyer of such stake, may have an
adverse impact on the price of our Shares.

We may face potential conflicts of interest relating to our principal shareholder.

Our principal shareholder is part of the Tata group of companies which has diverse business activities and interests. The Tata group or
their affiliates could engage in activities, or seek opportunities, that are or could be in competition with our activities or interests. In particular, the Tata group has interests in other companies in the telecommunications sector, such as Tata
Teleservices Limited. Tata Teleservices Limited (in which the Company has an equity stake) and its subsidiary Tata Teleservices (Maharashtra) Limited. (together called TTL) hold access licenses in almost all of the telecom markets in
India. The Company and TTL have been working together to leverage each others strengths. However, these efforts may not provide the desired results.



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Disagreements between the Tata group of companies and the GoI concerning our activities could result in a
deadlock, which could adversely affect our business.

Panatone Finvest Limited, certain other Tata group companies and the GoI have agreed
in the SHA that we will not undertake certain corporate actions unless at least one director nominated by each of them (in the case of a board meeting) or at least one authorized representative nominated by each of them (in the case of a shareholder
meeting) consents to such action. Panatone Finvest Limited, the other Tata group companies and the GoI have also agreed not to transfer their Shares in our Company without giving the other certain rights of first refusal and tag-along rights. In the
event that Panatone Finvest Limited, the other Tata group companies and the GoI fail to agree on any such matter, their disagreement could result in us not taking advantage of a potential opportunity. Further, any disagreement in relation to raising
funds through non-debt sources could result in an inability to implement our capital expenditure plans efficiently.

Our operations and
profitability may be adversely affected if the funding required for our plans is delayed.

The Company is dependent on its promoter
shareholders, i.e., Panatone Finvest Limited and the GoI, agreeing to the proposals for raising non-debt funds such as subscription to the new Shares or monetization of certain assets. This dependency arises in view of the provisions of the
SHA and the provisions of the Articles of Association of the Company. If the promoter shareholders do not agree to such proposals for any reason, the Company may not be able to implement its capital expenditure plans efficiently and, as a result,
its operations and profitability may be adversely affected.

The demerger of surplus land held by us may not be completed on satisfactory
terms.

Under the terms of the SHA, Panatone Finvest Limited agreed to cause us to demerge certain land that we own but were not actively
using into a separate company. No time period was specified in the agreement for such demerger. The Company, Panatone Finvest Limited and the GoI are currently discussing various options in connection with the demerger. For more details see
Item 4  History and Development of the Company  Demerger of Surplus Land. Until such time as the demerger takes place, the lands are under our possession and upkeep. We cannot predict if the demerger will take place or the
extent to which expenditure that we might have to incur for the security, upkeep and maintenance of the surplus land will continue. Further, we may have to bear significant costs, including taxes and duties, relating to the demerger, and we cannot
predict what effect, if any, the demerger and the legal and valuation process relating to the demerger will have on our financial condition.

Holders of ADSs have no voting rights.

Investors in the ADSs have no voting rights, unlike holders of Shares. It is contemplated that the Depository will exercise its right to vote the Shares
represented by our ADSs as directed by our board of directors. Investors may surrender their ADRs in exchange for the Shares underlying our ADSs and seek to vote the Shares obtained from the exchange.

There is a limited market for our ADSs.

Even though the ADSs are currently being traded on the over-the-counter market, which is a significantly more limited market than the New York Stock
Exchange, there is no assurance that any trading market for the ADSs will be sustained. Subsequent to the open/tender offer by Panatone Finvest Limited, the number of Shares represented by ADSs declined from approximately 60 million
(representing 21% of the issued and outstanding Shares) as of March 31, 2002 to approximately 14 million (representing 4.97% of our issued and outstanding Shares) as of March 31, 2013. This may affect the liquidity of the market for
the ADSs and the price at which they trade. In addition, the ADR Program has been terminated and as such, as soon as practicable after August 13, 2013, the Depository will sell the ordinary Shares underlying any ADRs that have not been
theretofore surrendered. The Depository will hold un-invested net proceeds of any such sale, for the pro-rata benefit of the holders of any such outstanding ADSs.

Indian law imposes foreign investment restrictions that limit a holders ability to convert equity Shares into ADSs, which may cause the Shares to trade at a discount or premium relative to the
market price of the ADSs.

Although the GoI permits two-way fungibility of ADSs, this is still subject to sectoral caps under regulations
governing foreign direct investment (FDI) in India, compliance with the provisions of the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme 1993, periodic guidelines issued by the GoI and
registration requirements in the United States. Such restrictions on foreign ownership of the underlying equity Shares may cause our Shares to trade at a discount or premium to our ADSs.

Intellectual property and proprietary rights of others could prevent us from using necessary technology to provide our services.

If technology that is necessary for us to provide our services is held under patent by another person, we would have to negotiate a license for the use of that technology. We may not be able to negotiate
such a license at a price that is acceptable. The existence of such patents, or our inability to negotiate a license for any such technology on acceptable terms, could force us to cease using the technology and offering products and services
incorporating the technology.



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To the extent that we are subject to litigation regarding the ownership of our intellectual property, this
litigation could:



| |  |  | be time-consuming and expensive;
| | - |  | --------------------------------



| |  |  | divert attention and resources away from our daily business;
| | - |  | ------------------------------------------------------------



| |  |  | impede or prevent delivery of our products and services; and
| | - |  | ------------------------------------------------------------



| |  |  | require us to pay significant royalties, licensing fees and damages.
| | - |  | --------------------------------------------------------------------

Parties making claims of infringement may be able to obtain injunctive or other equitable relief that could effectively block our ability to provide our services and could cause us to pay substantial
damages. In the event of a successful claim of infringement, we may need to obtain one or more licenses from third parties, which may not be available at a reasonable cost, if at all. The defense of any lawsuit could result in time-consuming and
expensive litigation, regardless of the merits of such claims, and could also result in damages, license fees, royalty payments and restrictions on our ability to provide our services, any of which could harm our business.

Impairment of our intellectual property rights could harm our business.

Our efforts to protect our intellectual property rights through patent, copyright, trademark and trade secret laws in various jurisdictions worldwide may not prevent misappropriation, and our failure to
protect our proprietary rights could have a material adverse effect on our business, financial condition and operating results.

A third party
could, without authorization, copy or otherwise appropriate our proprietary network information. Our agreements with employees and others who participate in development activities could be breached, we may not have adequate remedies for any breach,
and our trade secrets may otherwise become known or independently developed by competitors.

We may be unable to hire and retain sufficient
qualified personnel; the loss of any of our key executive officers could adversely affect our business.

We believe that our success in
the future will depend to a large extent on our ability to attract and retain highly skilled, knowledgeable, sophisticated and qualified managerial, professional and technical personnel. We expect to experience significant competition in attracting
and retaining personnel who possess the skills that we are seeking. Our business is managed by a team of key executive officers and their immediate teams. Loss of any of these key executives could have a material adverse effect on our business.

As a global company we are exposed to currency and exchange rate fluctuations which may affect the results of our operations.

The functional currency of Tata Communications Limited and its Indian subsidiaries is the Indian Rupee, the functional currency of Tata
Communications International Pte Ltd. (TCIPL) and its subsidiaries and VSNL SNOSPV Pte Ltd. (VSNL SNOSPV) is the U.S. Dollar, the functional currency of SEPCO Communications Pty. Ltd (SEPCO) and its
subsidiaries is the ZAR and that of all other subsidiaries is the currency in the country of incorporation. We incur network and other expenses and sell our products/services in various countries outside India. Moreover, we have outstanding foreign
currency denominated debt and credit facilities in a few jurisdictions. Hence, we are sensitive to fluctuations in foreign currency exchange rates. Adverse changes in exchange rates may have a material adverse effect on our revenues, other income
and cost of services sold, gross margin and net income, and hence may have an impact on our business, operating results and financial condition.

Also we expect that a majority of our transactions, both revenue and a significant portion of our expenses, including personnel costs, as well as capital and operating expenditures, will continue to be in
foreign currencies, including the U.S. Dollar, the British Pound, the ZAR, the Euro and the Canadian Dollar, for the foreseeable future. Therefore, we expect to continue to experience foreign exchange losses and gains on transactions
denominated in foreign currencies in respect of our foreign currency assets and liabilities due to currency fluctuations in the future as well.

We use derivative financial instruments such as foreign exchange forward contracts and cross currency swap contracts to mitigate the risk of changes in
foreign exchange rates on accounts receivable and payables, loans availed of from external parties in currencies different than the functional currency of the entity and loans to subsidiaries denominated in foreign currencies. These derivative
financial instruments may not be able to offset in full the foreign exchange losses, if any.

Additionally, our hedging activities may also
result in losses due to volatility in foreign currency markets and the timing of hedging activity. These fluctuations may have an impact on our business, operating results and financial condition.



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The global economy may slow down further and as a result our profitability may be adversely impacted by
an increase in bad debts.

The Company sells to a large number of customers, across many countries, ranging from government backed
agencies and large wholesalers to enterprises. An economic slowdown may impact the ability of some of these customers to continue to trade, which in turn may result in losses from writing these debts off. Although risk management processes are
in place to manage this risk, and provisions are established for debts that may not be recoverable we cannot be certain that there will not be further losses above those already provided for.

Our operations and profitability may be adversely affected by decisions taken by revenue authorities in various jurisdictions in which we operate
which are beyond our control.

The integrated nature of our worldwide operations can produce conflicting claims from revenue authorities
as to the profits to be taxed in individual territories. The resolution of these disputes can result in a reallocation of profits between jurisdictions and an increase or decrease in related tax costs, and has the potential to affect our cash
flows and earnings per share. Claims, regardless of their merits or their outcome, are costly, divert management attention, and may adversely affect our reputation.

The majority of the jurisdictions in which we operate have double tax treaties with other foreign jurisdictions, which enable us to ensure that our revenues and capital gains do not incur a double tax
charge. If any of these double tax treaties should be withdrawn or amended, especially in a territory where a member of the Company is involved in a taxation dispute with a tax authority in relation to cross-border transactions, such withdrawal or
amendment could have a materially adverse effect on our financial condition and results of operations, as could a negative outcome of a tax dispute or failure of tax authorities to agree through competent authority proceedings.

Emerging markets are an important part of our business plans. As we continue to develop our business in emerging markets, we may face
challenges unique to emerging markets that could adversely impact our operations and / or profitability.

The development of our business
in emerging markets such as South Africa may be a critical factor in determining our future ability to sustain or increase the level of our global revenues. Challenges that arise in relation to the development of the business in emerging markets
include, but are not limited to, more volatile economic conditions, competition from companies that are already present in the market, the need to identify correctly and leverage appropriate opportunities for sales and marketing,
poor protection of intellectual property, inadequate protection against crime (including counterfeiting, corruption and fraud), inadvertent breaches of local law/regulation and not being able to recruit sufficient personnel with appropriate
skills and experience. The failure to exploit potential opportunities appropriately in emerging markets may have a materially adverse effect on our financial condition and results of operations.

Acquisitions and strategic alliances formed as part of our externalization strategy may be unsuccessful.

We seek acquisitions of complementary businesses, technology licensing arrangements, strategic alliances and collaborations to expand our product
portfolio and geographical presence as part of our business strategy. Examples of such recent strategic acquisitions, arrangements, collaborations and alliances include:



| |  |  | launch of a Virtual Proxy managed security service in alliance with Zscaler;
| | - |  | ----------------------------------------------------------------------------



| |  |  | strategic sourcing agreement with Videotron to route 100% of Videotrons international voice traffic through our network;
| | - |  | -------------------------------------------------------------------------------------------------------------------------



| |  |  | collaboration with BIX, Etisalat, Mobily, Nawras and Qtel to construct, operate and maintain the TGN-Gulf undersea cable system which connects Mumbai
with Bahrain, Oman, Qatar, Saudi Arabia and United Arab Emirates;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | collaboration with Mobily to construct, operate and maintain a branch on the TGN-Eurasia undersea cable system to connect Saudi Arabia with Mumbai and
Marseille, France;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Telepresence inter-connection agreements with British Telecom and Telefonica to enable inter-carrier Telepresence sessions between each companys
respective customers;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | collaboration with Safaricom to enable it to offer the first public Telepresence suite in East Africa; and
| | - |  | ----------------------------------------------------------------------------------------------------------



| |  |  | collaboration with Starwood Hotels, American Express Travel, Carlson Wagonlit Travel and Sabre to offer public Telepresence room services to corporate
customers
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



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We may not complete these types of transactions or collaborative projects in a timely manner, on a
cost-effective basis, or at all, and may not realize the expected benefits of any acquisition, licensing arrangement or strategic alliance. Other companies may also compete with us for these opportunities. The success of such current and
future arrangements is largely dependent on the technology and other intellectual property we acquire and the resources, efforts and skills of our partners. Disputes and difficulties in such relationships may arise, often due to conflicting
priorities or conflicts of interest which may erode or eliminate the benefits of these alliances if, for example, the agreements are terminated; sufficient financial or other resources are not made available to the alliances; intellectual
property is negatively impacted; obligations are not performed as expected; controls and commercial limitations are imposed on the marketing and promotion of products to be co-developed; or challenges in achieving the commercial success of the
product are encountered during the development process. Also, under many of our strategic alliances, we make milestone payments well in advance of commissioning a cable system, with no assurance that we will ever recoup those payments. If these
types of transactions are unsuccessful, this may have an adverse effect on our financial condition and results of operations.

In
addition, integration of an acquired business could involve incurring significant debt and unknown or contingent liabilities, as well as have a negative effect on our reported results of operations from acquisition-related charges,
amortization of expenses related to intangibles and charges for impairment of long-term assets. These effects, individually or in combination, could cause a deterioration of our credit rating, increased borrowing costs and interest expenses.

Our increasing reliance on outsourced personnel to develop and maintain our internal IT infrastructure could, if not properly managed,
result in a disruption of critical internal services and, as a result, adversely affect our operations.

We are dependent on effective
information technology (IT) systems. These systems support key business functions such as our research and development (R&D) and billing capabilities, and are an important means of internal communication and communication with
customers and suppliers. Any significant disruption of these IT systems or the failure of new IT systems to integrate with existing IT systems could materially and adversely affect our operations. We also have a number of outsourcing
arrangements in respect of critical processes, services and the support of our IT infrastructure and our increasing dependency on these outsource service providers could impact our ability to deliver on business targets and to maintain our
compliance status and reputation. Risk associated with outsource service providers is mitigated by our contracting approach which enables us to monitor closely any degradation in services and enact staged remedies.

The Company is engaged in continuous productivity initiatives aimed at making the Company more profitable and its operations more efficient. Failure
of one or all of these initiatives or mismanagement could have a material adverse effect on our operations and/or profitability.

We are
implementing various productivity initiatives and restructuring programs, with the aim of enhancing the long-term efficiency of the business. However, the anticipated cost savings and other benefits are based on preliminary estimates and the actual
savings may vary significantly. In particular, these cost reduction measures are based on current conditions and do not take into account any future changes to the communications industry or our operations, including new business developments,
wage and price increases and other factors. If inappropriately managed the expected value of the initiative could be lost through low employee morale and hence productivity, increased absence levels and industrial action. Our failure to implement
successfully these planned cost reduction measures, either through the successful conclusion of employee relations processes (including consultation and engagement, talent management and recruitment and retention), or the possibility that these
efforts do not generate the level of cost savings we anticipate, could have a materially adverse effect on our financial condition, results of operations and reputation.

Our operations and/or profitability could be adversely affected by the increase in environmental legislation worldwide which may result in an increase in our cost of compliance.

We integrate core values of environmental protection into our business strategy to add value to the business, manage risk and enhance our reputation. We
are subject to laws and regulations concerning the environment, safety matters and regulation of product safety in the countries where we sell our products and/or services or otherwise operate our business. These requirements include regulation of
the handling, transportation, use and disposal of materials used in our business, including the discharge of pollutants into the environment. In the normal course of our business, we are exposed to risks relating to (i) possible releases of
hazardous substances (such as fuel from our storage tanks or acid from battery accumulators) into the environment which could cause environmental or property damage or personal injuries, and which could require remediation of contaminated soil and
groundwater and (ii) possible damage due to the removal of certain decommissioned submarine fiber optic cables which could require remediation and/or rectification. Under certain laws, we may be required to remediate contamination at third
party sites, or at certain of our properties regardless of whether the contamination was caused by us, or by previous occupants of the property.



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An increasing amount of intangible assets, goodwill and other long lived assets on our books may lead to
impairment charges in the future.

The amount of goodwill, IRU and other intangible assets on our consolidated balance sheet amounted to
approximately 19% of the Companys total assets as of March 31, 2013 . Although no impairments are currently anticipated, any future diminution in the enterprise value of the reporting business unit may lead to material impairment charges.
We regularly review our long-lived intangible and tangible assets, including identifiable intangible assets, investments in associated companies and goodwill, for impairment. Goodwill is subject to impairment review at least annually. Other
long-lived assets are reviewed for impairment at least annually or when there is an indication that impairment may have occurred. Any significant impairment charges could have a material adverse effect on our results of operations. For a detailed
discussion of how we determine whether an impairment has occurred, what factors could result in an impairment and the increasing impact of impairment charges on our results of operations, see Item 5 - Operating and Financial Review
and ProspectsCritical Accounting PoliciesImpairment of Long-Lived Assets and Valuation of Goodwill and Item 18 Financial Statements.

ITEM 4. INFORMATION ON THE COMPANY

Tata Communications
Limited, formerly known as Videsh Sanchar Nigam Limited (VSNL), is a leading global provider of a new world of communications. With a leadership position in emerging markets, the Company leverages its advanced solutions capabilities and
domain expertise across its global and pan-India network to deliver managed solutions to multi-national enterprises, service providers and Indian consumers.

The Tata Communications global network includes one of the most advanced and largest submarine cable networks, a Tier-1 IP network, with connectivity to more than 200 countries and territories across 400
Points of Presence (PoPs), and nearly 1 million square feet of data center and collocation space worldwide. Incorporated in 1986, the Company has quickly become a significant global player in the highly competitive
telecommunications industry. Over the past several years, the Company has restructured itself from a pure long distance service provider in India to one of the leading integrated communications solutions providers globally. The Company has
transformed itself into a global player through a series of organic as well as inorganic growth strategies, while maintaining its focus on ILD voice services.

Today, the Company is one of the worlds largest providers of ILD voice services and operates the worlds first wholly owned cable network ring around the world. The Companys customer base
includes approximately 1,600 global carriers and service providers, 700 mobile operators, over 3,000 large corporations including 260 companies listed in the Forbes list of companies, 2,000 MNCs, 140,000 broadband and Internet subscribers and 365
Wi-Fi public hotspots The Companys global transmission network of over 210,000 route kilometers and its IP core with over 400 PoPs, enables a range of services that include traditional TDM voice, VoIP, private leased circuits, IP VPN, Internet
access, global Ethernet, data centers, co-location, managed network, managed services, managed hosting, managed storage, mobile signaling and other IP-related services. The Companys depth and breadth of reach in emerging markets includes
leadership in Indian enterprise data services, leadership in global international voice, majority ownership in Neotel which is, an enterprise telecommunications company in South Africa, and strategic investments in operators in Sri Lanka (Tata
Communications Lanka Limited) and Nepal (United Telecom Limited).

The Companys Internet website address is
http://www.tatacommunications.com. Information on the Companys website is not incorporated into and should not be considered a part of this document. The Companys registered office is at VSB, Mahatma Gandhi Road, Fort, Mumbai 400
001, India (and its telephone number is +91-22-6657 8765). The process agent for the Companys ADR facility is State Bank of India, New York office, 460 Park Avenue, New York, 10022.

History and Development of the Company

The Company was incorporated on March 19, 1986
as a limited liability company under the Indian Companies Act, 1956. On April 1, 1986, the Company assumed control and management of all of the assets, liabilities, employees and operations of the Overseas Communications Service, a department
of the Ministry of Communications of the GoI. The Company was wholly owned by the GoI until 1992 at which time the GoI sold 12 million Shares it owned in the Company to various financial institutions in India. During 1997 and 1999, the
Government also sold some of its equity holdings in the Company through the issuance of global depositary receipts (GDRs).These GDRs were converted into ADRs (also referred to as American Depository Shares or ADS) upon the Companys listing on
the New York Stock Exchange on August 15, 2000.

In February 2002, through a competitive bidding process, the GoI selected Panatone
Finvest Ltd., a Tata company, as the strategic partner for the sale and purchase of 25% of the then outstanding voting capital of the Company from the GoI. By virtue of this transaction, the GoIs holdings in the Company were reduced to 27.97%
and the Company ceased to be a GoI enterprise. Other Tata companies have since made open market purchases of the Companys equity Shares, and the consolidated shareholding of the Tata companies in the Company as of March 31, 2013 was
50.03% and that of the GoI was 26.12%.

On March 31, 2002, the Companys monopoly in ILD in India terminated pursuant to a notice of
early termination issued by the GoI. With effect from April 2002, the GoI began to license new operators to provide international telephone services, who now compete with the Company in India.



18



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In recent years, the Company has made a number of acquisitions. They include:



| |  |  | In February 2005, the South African government selected the Company as a strategic investor in the countrys proposed second national
telecommunications operator, Neotel. The Company, through a wholly owned Singapore subsidiary, VSNL SNOSPV, acquired 43.16% of SEPCO, a company incorporated in South Africa, which in turn owns 51% in Neotel. Neotel launched services on
August 31, 2006. In January 2009, the Company, through VSNL SNOPSV, acquired an additional 27% stake directly in Neotel. The Company increased its effective holding in Neotel from 49% to 61.5% with effect from May 2011 and further to 64.10% in
March 2012 and 67.32% in March 2013 through VSNL SNOSPV. Consequently, Neotel has become a subsidiary of the Company in fiscal 2012.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In May 2008, the Company, through one of its subsidiaries, Tata Communications (Netherlands) BV (TCNLD) entered into a CDN strategic
alliance with BitGravity Inc. (BitGravity) to establish a revenue share arrangement. BitGravity has built a next generation CDN technology for the broadcasting industry and large file download applications, which are optimized to
deliver HD-quality video on demand, live broadcasts, gaming downloads and applications for the Internet. The Company installed a CDN platform in Europe, Asia, India and North America (a total of 17 CDN nodes) which are owned and operated by the
Company but equipped with BitGravity CDN technology. In August 2008, TCNLD invested $11.5 million in convertible debt issued by BitGravity. On December 14, 2009, TCNLD acquired equity Shares in BitGravity representing an equity interest of
22.86% for consideration of approximately US$ 1.4 million. On September 19, 2010, TCNLD acquired another 22.86% of the outstanding equity Shares of BitGravity for approximately US$ 1.4 million. In February 2011, TCNLD bought out
substantially all other shareholders in BitGravity for US$ 5.82 million such that TCNLD now holds an equity interest of 99.999% in BitGravity and full management control. In January 2012, BitGravity entered into a strategic software licensing
and joint patent ownership agreement with Juniper Networks Inc. (Juniper) in the CDN technology space whereby Juniper acquired perpetual and irrevocable license rights to the service management layer of BitGravity CDN technology,
allowing Juniper to offer the BitGravity platform. This in turn provides a base for the Company to grow its managed and communication services to the carrier industry.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On January 16, 2010, the Company, through its wholly-owned indirect U.K. subsidiary, Tata Communications (UK) Ltd., completed its purchase of the
business and assets of the Cosmos business of British Telecommunications PLC (BT Mosaic) for cash consideration of US$ 3.2 million. BT Mosaic offers an on-demand digital media management platform that manages content and workflow from production to
distribution across collaborative market ecosystems, and provides equipment and professional services exclusively relating to these services.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

During fiscal 2008, the Company changed its name from VSNL to Tata Communications Limited. In fiscal 2008, the Company also signed a Brand Equity and Business Promotion Agreement (the BEBP Agreement) with
Tata Sons Limited, the owners of the intellectual property rights for the brand and corporate name Tata. On February 13, 2008, the Company launched its new identity and brand name worldwide, integrating the former VSNL, VSNL
International, Teleglobe and CIPRIS brands. In February 2010, 33 subsidiaries of the Company also entered into the BEBP Agreement with Tata Sons Limited. The Company and its various wholly-owned subsidiaries worldwide operate under the single
unified brand name of Tata Communications.

Delisting from The New York Stock Exchange

The Companys Board of Directors has approved a proposal to delist its American Depositary Receipts (ADRs), from the New
York Stock Exchange (NYSE) and to terminate its ADR Program. The Board made this decision after considering the recent low trading volume of the Companys ADRs on the NYSE, compliance with the Securities and Exchange Board of Indias
(SEBI) mandate on minimum public shareholding, and the associated costs of maintaining the listing and related obligations. The Company will now concentrate all trading of its ordinary Shares on the Bombay Stock Exchange Limited (BSE) and the
National Stock Exchange Limited (NSE) in India.

On May 28, 2013 the Company had filed a Form 25 with the U.S. Securities
and Exchange Commission and consequent to the filing, the delisting of its American Depositary Shares, as evidenced by ADRs, from the New York Stock Exchange has become effective at the close of business of June 7, 2013. As a consequence of the
delisting becoming effective, termination of the Deposit Agreement under which the ADRs were issued (the Deposit Agreement) has become effective on July 14, 2013. As per the process, holders of the Companys ADRs can surrender
their ADRs to the Depositary in exchange for the underlying ordinary Shares in the Company at any time prior to August 13, 2013. From August 14, 2013, the depositary will start to sell the remaining underlying Shares. These sales are
likely to occur progressively driven by market depth.



19



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IDC Hive off

The Companys Board of Directors has, in its meeting held on March 1 2013, approved a proposal to transfer the Companys Indian Internet Data Centre (IDC) business into a
wholly-owned subsidiary on a going concern basis, subject to obtaining approval of the shareholders and creditors of both the companies, and subject to receipt of the necessary approval from relevant regulatory authorities and from the
Bombay High Court. This transaction is intended to strengthen Companys core competencies, create more value for the Companys IDC business and maximize overall shareholder value. The Company has obtained necessary no objection
from the Indian Stock Exchanges and has filed its application before the High Court, Mumbai. Further process for obtaining High Court approval is in process.

Other Organizational changes

The Company is focused on its long-term
growth, operational performance, efficiency and market competitiveness and regularly assesses its on-going business needs and priorities. As part of its initiative to enhance the long-term efficiency of the business, during fiscal 2013, it undertook
certain organizational changes to better align itself to its current and prospective business requirements. As a result, approximately 300 positions in the Company across various functions and locations globally became redundant. As a result, the
Company has incurred a one-time expense amounting to approximately


LOGO
 854 million (US$ 16 million) in respect of this exercise.

Business Strategy

The Companys vision is to deliver a new world of communications to advance the reach and leadership of its customers. Its strategy
is to build leading-edge IP-leveraged solutions advanced by its unmatched global infrastructure and leadership position in India and other markets where it competes. To this end, the Company provides a differentiated choice to service provider,
enterprise and SME customers. That differentiated choice offers a growing range of services utilizing Internet protocol and other leading edge technologies and world class managed service offerings in established, emerging and underserved markets.

In the coming years, the Company will continue to focus on its strategy of providing communication solutions and IT infrastructure services
to service providers and enterprise customers, in India and globally, with a focus on developing differentiated capabilities in emerging new markets. It is expected that the demand for the Companys services will remain strong, but will
continue to face increased competition and pressure on pricing and margins. The Company will have to manage a two-pronged strategy of driving revenue growth from new markets and services, while continuing to improve the cost structure of its
operations. It is expected that the Company will show improving financial performance, based on the strength of demand for communication services in our globally connected world and based on the ability to leverage the investments made over the past
several years.

Adapting Business Model to a Changing Environment

The ILD voice industry is undergoing a major transition as voice traffic is seen to be shifting from traditional carriers (i.e.,fixed-line operators) to emerging mobile, OTTs and cable
operators. The shift in ownership of end-user subscribers is coincident with a technology shift from a minutes-based unit model to a multi-media session. As the industry continues to consolidate, ILD voice traffic is expected to grow with a renewed
focus on customer support and quality of service. The Company is therefore focused on developing solutions and technology to cater to new age communication requirements with continued automation of much of its transactional systems and processes to
better support the wholesale business, and restructuring the organization to better penetrate those segments expected to experience the highest growth rate in the coming years (mobile, OTTs, cable operators).

In June 2009, the Company through its wholly-owned indirect U.K. subsidiary, Tata Communications (UK) Limited., entered into a major global voice
strategic agreement with British Telecommunications Plc. (BT). The five-year agreement allows the Company and BT to mutually benefit from shared resources as part of a global supply arrangement. In fiscal 2011, the Company signed a
number of other strategic sourcing agreements with various operators such as Videotron, a cable operator and broadband service provider in Canada. Under this agreement, Videotron routes 100% of its international voice traffic through the
Companys network and Videotron will continue to be one of the Companys key suppliers of telecommunication services in Canada. Subsequently, Company has signed several solution customers across various geographic locations.

In May 2011, Singapores Economic Development Board granted Official International Headquarter status to Tata Communications International Pte.
Ltd., the Companys wholly owned direct subsidiary in Singapore. The Company reinforced its commitment to expansion in emerging markets by increasing its investments in Neotel, South Africas second largest network operator to 67.32% . In
February 2012, the Company through its wholly-owned indirect U.K. subsidiary, Tata Communications (UK) Limited., signed a multi-year technology service and marketing agreement with Formula One Management. Under the agreement, the Company will
deliver connectivity to all 20 Formula 1 race locations over its global network and it will also provide hosting and content delivery services to www.Formula1.com.



20



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Continuing Leadership in India

Currently, the Company has leading market share in voice and data transmission in India. In ILD voice, the Company commands approximately 24% market share in the ILD inbound business. In enterprise data
services, the Company is a market leader with over 21% of the market and has in May 2012 won the Enterprise Data Service Provider of the Year award from a leading telecom and technology research firm.

The Company is specifically addressing the needs of the SME segment in India with solutions that give access agnostic Internet services along with a
variety of Internet enabled content applications and managed services.

Differentiated Enterprise Offerings

The Company intends to strengthen its position in network services and continuously develops and introduces new products and services catering to the
needs of corporate customers, such as corporate Internet telephony, bandwidth-on-demand and hosted contact centers. Additionally, the Company offers new services, such as Telepresence virtual meeting rooms, content delivery networks, cloud computing
and Infrastructure as a Service (IaaS), managed hosting and storage, managed messaging, managed security and other managed products and services.

Growth in Managed Services

The Company has introduced a number of managed services
as part of its offerings to enterprise customers on a global basis. Revenue from managed services has grown 18% in fiscal 2013 as against fiscal 2012. These services include:



| |  |  | IT Infrastructure Services
| | - |  | --------------------------



| |  |  | Colocation Services
| | - |  | -------------------



| |  |  | Managed Hosting Services
| | - |  | ------------------------



| |  |  | Managed Storage Services
| | - |  | ------------------------



| |  |  | Infrastructure as a Service
| | - |  | ---------------------------



| |  |  | Security Services
| | - |  | -----------------



| |  |  | CPE-Based Services
| | - |  | ------------------



| |  |  | Cloud-Based Services
| | - |  | --------------------



| |  |  | Application Services
| | - |  | --------------------



| |  |  | Collaboration Services
| | - |  | ----------------------



| |  |  | Conferencing and Messaging Services
| | - |  | -----------------------------------



| |  |  | Telepresence
| | - |  | ------------



| |  |  | Hosted Contact Center Services
| | - |  | ------------------------------



| |  |  | Network management and outsourcing services provided by Companys wholly owned subsidiary, TCTSL. See Item 5 Operating and Financial
Review and Prospects  New Growth Opportunities.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Infrastructure Solutions to banking industry provided by Companys wholly owned subsidiary, TCPSL. See Item 5 Operating and Financial
Review and Prospects  New Growth Opportunities.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Continuing Investment in Global Infrastructure for a New World of Communications

The Company intends to continue to invest in its global network, the Tata Global Network, or TGN, extending from developed markets to the worlds
fastest growing emerging economies. During fiscal 2012 and the first half of fiscal 2013, the Company continued investment into its global infrastructure with the launch of a subsea cable system connecting several countries in the Middle East to
Mumbai, India. It was closely followed by the completion of the worlds first round-the-world fiber optic cable network with the official launch of its Tata Global Network cable in Eurasia. The complete cable ring now connects Europe to India,
through Egypt, bringing increased capacity, resilience and enhanced communication links to not only the Middle East, but onward to the rest of the world via the TGN. The Company also enhanced bandwidth and flexibility to carriers and enterprises
around the world with the deployment of optical technology on its TGN cable linking New York to London. This new development of expansions and upgrades to the TGN allows Tata Communications to offer a truly global network through its world-wide
cable network. The cable network boasts significant depth in key emerging markets, including China, India, South Africa and the Gulf region, and currently covers nearly 20% of the worlds Internet routes, reaching over 200 countries and
territories.

Products and services

In September 2011, the Company became one of the few global carriers to extend its Global IP / VPN service offerings into Pakistan. In the same month, the Company launched its network-agnostic Distributed
Denial of Service (DDoS) protection, globally. Delivered over cloud-based infrastructure, DDoS Detection and Mitigation services are available to any enterprise that depends on its Internet availability to serve customers, suppliers, partners and
other stake-holders regardless of which service provider supplies it with Internet connectivity.

In December 2011, Tata Communications
launched its IPX+ mobile broadband enablement framework which is designed to help capitalize on technology innovations in the mobile broadband space via better inter-provider mobile service delivery and management. Mobile operators have signed up
for the new network and have consolidated access to mobile data roaming and transport options. Looking forward, the IPX+ framework will also include Long Term Evolution (LTE) Roaming, Voice over LTE (VoLTE), and application enablement solutions for
real-time rich media applications. LTE roaming trials are currently underway with multiple service providers.

In January 2012, the Company,
together with nine global service providers, announced the launch of the Global Meeting Alliance, an open ecosystem of leading telecom providers that have aligned to interconnect their respective business video communities. The launch
represents one of the largest functioning global collaborations between service providers in business video services.

In June 2012, the
Company launched a low latency network which can seamlessly connect major financial capitals in Asia, the United Kingdom and the United States. The network was the first low latency service that offered a pure multipoint Ethernet platform to the
financial services sector and other global industries, accelerating global high frequency trading and other low latency applications. Designed for companies that require a secure, reliable and fast low latency solution, the network can enable
financial firms to execute a high frequency trade between locations, such as London and Hong Kong or New York and Singapore, in milliseconds, through a single network and single supplier model.

In February 2013, the Company announced the worlds first cloud-based policy management solution that enables MNOs to create differentiated mobile
data services quickly and with significantly less capital investment. As mobile broadband subscribers increase, the service brings more efficient network optimisation for a higher quality user experience. Tata Communications Hosted Policy
Engine allows MNOs to move beyond flat-rate data packages to deliver targeted data service offers for new revenue streams.

In February 2013,
the Company announced the expansion of its managed services for MNOs looking to grow their mobile broadband offering as 4G continues to gather pace globally. Building on its extensive portfolio of mobile services, including IPX+ connectivity, voice,
messaging, and signaling, the Company introduced two new solutionsthe Virtual Private Roaming Hub which consolidates roaming operations and the LTE Roaming Service to streamline roaming for 4G networks. Tata Communications also launched the
Managed SMS Firewall to protect MNOs and consumers against mobile spam. With the accelerated growth in mobile data spurred by greater smartphone proliferation, MNOs are looking for ways to generate increased revenue, reduce customer churn and ensure
service continuity as they migrate to 4G. Tata Communications managed services simplify the interconnection of MNO communities, ensuring smoother end-to-end service delivery and management across networks, resulting in quality and efficiency
gains. Tata Communications interworking across the mobile ecosystem ensures faster time to market for new services and lower total cost of ownership for MNOs.



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Strategic overseas expansion, greenfield ventures and acquisitions

The Company believes that its leading Indian market position, growing service offerings and deployment of leading-edge technologies together give it
competitive advantages in emerging and underserved markets. With our global legacy-free infrastructure and on-the-ground presence in key markets, the Company aims to leverage its advanced solutions capabilities and domain expertise across its global
and pan-India network to deliver managed solutions to multi-national enterprises, service providers and SMEs.

The following is a breakdown of
the Companys revenues by geography:



|                            |  |               |         |  |      |      |         |      |  |  |                |  |  |     |       | 
|--------------------------- |  | ------------- | ------- |  | ---- | ---- | ------- | ---- |  |  | -------------- |  |  | --- | ----- | 
|                            |  | March 31,     |        
|For the fiscal years ended: |  | 2011          |         |  | 2012 |      |         | 2013 | 
|                            |  | (In millions) |        
|India                       |  | LOGO          | 30,813  |  |      | LOGO | 34,744  |      |  |  | LOGO
   41,387 |  |  | US$ | 759   | 
|United States of America    |  |               | 17,893  |  |      |      | 19,435  |      |  |  | 22,082         |  |  |     | 405   | 
|United Kingdom              |  |               | 13,167  |  |      |      | 15,100  |      |  |  | 19,500         |  |  |     | 358   | 
|South Africa                |  |               | 1,609   |  |      |      | 14,643  |      |  |  | 18,453         |  |  |     | 338   | 
|Canada                      |  |               | 5,849   |  |      |      | 5,567   |      |  |  | 6,137          |  |  |     | 113   | 
|Rest of the world           |  |               | 44,509  |  |      |      | 50,396  |      |  |  | 64,241         |  |  |     | 1,178 | 
|Total                       |  | LOGO          | 113,840 |  |      | LOGO | 139,885 |      |  |  | LOGO
171,800   |  |  | US$ | 3,151 | 
|                            |  |               |         |  |      |      |         |      |  |  |                |  |  |     |       | 

Africa

In 2008, the Company entered the South African market as a strategic partner to Neotel. In January 2009, through VSNL SNOSPV the Company acquired an
additional 27% stake directly in Neotel. The Company increased its effective holding in Neotel from 49% to 61.5% with effect from May 2011 and as on March 31, 2013, it holds 67.32%. Consequently, Neotel has become a subsidiary of the Company
with effect from May 2011. The Company also holds Indefeasible Rights of Use (IRUs) capacity on the privately owned SEACOM (South & East Africa) cable system, which has landing sites in South Africa, Mozambique, Tanzania and Kenya in
Africa, in Mumbai, India, and in Marseille, France. The Companys wholly owned subsidiary Tata Communications Transformation Services Limited, also manages the network administration, operations and maintenance functions of this SEACOM
cable system. The Company is also actively pursuing joint provisioning agreements in key African countries. In September 2009, the Company announced a joint provisioning agreement with AccessKenya to enable the launch of a Tier 1 Internet Point of
Presence in Kenya. Similarly in May 2010, the Company announced a joint provisioning agreement with Infinity Africa to expand further into East Africa and thus reinforce its commitment to emerging markets. It has also announced joint provisioning
agreements in Morocco (with INWI), Kenya (with KDN), Nigeria (with Netcom Nigeria) and Ghana (with Vodafone Ghana) to extend MPLS and Ethernet services to these countries. In January 2011, the Company in collaboration with Safaricom, a leading
provider of converged communications solutions, enabled the launch of East Africas first public Telepresence suite at the Serena Hotels in Kenya and Uganda. International connectivity and management of the Telepresence rooms will be led by
Tata Communications, linking Kenya and Uganda to public and private rooms throughout the Companys network and other collaborative partner networks. The public room network spans 43 locations across the world.

Asia

On
August 18, 2009, the Company announced the completed installation, testing and commissioning of the TGN-Intra Asia (TGN-IA) Cable System, a 6700 kilometer undersea cable system connecting Singapore, Hong Kong, Tokyo, Vietnam and the
Philippines. The Company also has network and commercial network alliances with carriers in Thailand, Nepal, the Philippines, South Korea, Vietnam, Singapore, Indonesia and Malaysia. In September 2010, the Company opened its Tata Communications
Exchange (TCX) data center in Singapore with 66,000 square feet of data center to provide increased capacity for both domestic and international firms. In March 2011, the Company launched its IaaS offeringInstaComputeTMin Singapore, covering neighboring countries: Malaysia, Hong Kong,
Thailand, Indonesia, Vietnam and the Philippines. InstaComputeTMwill bring scalable cloud computing services to the regions large and medium enterprises, including the gaming industry, as well as global businesses with an Asia Pacific customer base.
Singapores Economic Development Board granted official International Headquarter Status to Tata Communications International Pte. Limited, the Companys wholly owned direct subsidiary in Singapore. The Company will continue to invest in
Singapore to focus on innovation and supporting its customers and the Singapore market. In April 2011, the Company inaugurated its second international gateway in Sri Lanka. Strengthening its eight year presence in the country, the new facility will
further strengthen the reliability and stability of the Companys services to operators and enterprise customers. In March 2012, the Company launched the TGN-Eurasia system, connecting Europe, India, the Gulf and the Middle East with the rest
of the world. This cable system completes the Companys wholly owned round-the-world fiber optic cable network ring. Over the past five years, the Company has also extended its MPLS and Ethernet networks to South Korea (in collaboration with
Samsung Networks), Taiwan and the Philippines (in collaboration with PLDT), Vietnam (in collaboration with EVN), Thailand (in collaboration with True Internet), Malaysia (in collaboration with VADS), Indonesia (in collaboration with Indosat and
XL.Com), Bangladesh (in collaboration with ADSNL), and New Zealand.



23



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Middle East and North Africa

In the Middle East, the Company is a major investor in the South East Asia-Middle East-Western Europe 3 (SEA-ME-WE 3) and South East Asia-Middle East-Western Europe 4 (SEA-ME-WE 4) cable systems that
serve the region and the landing party for those systems in India. As part of its expansion in the Middle East, the Company completed construction of the TGN-Gulf and TGN-Eurasia cable systems in collaboration with several major telecommunications
operators in the Middle East. These cable systems connect the Middle East to both India and Europe. Furthermore, the Company has expanded its reach into the Middle East and North African enterprise market with strategic alliances for network and
managed services. The TGN-Gulf subsea cable system will act as a gateway to the TGN network connecting the region with high speed bandwidth. In collaboration with Nawras of Oman, Etisalat of UAE, Qtel of Qatar, Bahrain Internet Exchange of Bahrain,
and Mobily of Saudi Arabia, the TGN cable system is the first TGN cable to serve the Gulf region and will offer network access to UAE, Oman, Qatar, Bahrain and Saudi Arabia, providing carriers and businesses with a direct route into the emerging
markets of the Gulf region.

On March 2, 2009, the Company announced that it will begin offering enterprise network
services in the United Arab Emirates (UAE) through a joint provisioning agreement with Etisalat to extend its reach by offering Layer-2 Global Ethernet services into and out of the UAE. Furthermore, on June 8, 2009, the Company announced a
strategic alliance with Qtel that will strengthen both companies network reach in the region and internationally. Late in 2009 the Company added connectivity to Saudi Arabia in alliance with Mobily. The Company also has other commercial
network joint provisioning agreements in Pakistan, Bahrain, Kuwait, Oman, Saudi Arabia, Egypt, Morocco and Turkey for the provision of telecommunication services. In March 2011, the Company introduced the True MidEast plan for its trueroots® customers across the US, UK and Canada. With the True MidEast plan, customers can now call Saudi Arabia, UAE,
Kuwait, Bahrain, Qatar, and Oman at competitive rates, using local access numbers.

Achieving synergies with other Tata companies

Achieving synergies with other Tata companies enables the Company to access the formers existing customer bases and have the
opportunity to share infrastructure costs. Accordingly, the Company has and continues to identify synergies and potential opportunities with other Tata companies. In particular, the Company has collaborated with Tata Consultancy Services (TCS), a
leading IT services company, on several occasions to jointly provide TCS customers a broad range of end-to-end IT and telecom solutions.

Implementation of the Enterprise-wide Risk Management (ERM) Framework

The Company has established an ERM framework to optimally identify and manage risks, as well as to comply with Clause 49 of the Securities and Exchange Board of India Listing Agreement. The risk
assessments performed under the ERM exercise and for compliance with Section 404 of the Sarbanes-Oxley Act (SOX) form key inputs for the annual audit plans for each business and functional unit. This approach also ensures optimal synergies
between our internal audit and the SOX compliance processes.

Discussion on Climate Change

It is now generally accepted that the use of fossil energy sources and the related greenhouse gas (GHG) emissions lead to an increase of carbon dioxide
(CO2) in the atmosphere and related adverse effects on the global climate. The Companys commitment to environmental sustainability draws from the rich heritage of the Tata group and its involvement and concern for the environment and society,
embodied in the Tata Code of Conduct. The Companys environmental impact results from our business operations globally and the products and solutions that we provide to our customers. Tata Communications offers products like Telepresence that
reduce business travel and therefore help our customers to improve their environmental performance towards their sustainability objectives.

Tata Communications undertakes initiatives and programs that reduce the energy waste in our data centers and facilities through operational practices,
use of energy efficient systems and use of renewable /alternative energy, such as wind power to reduce the carbon footprint from use of energy in our facilities. The Company has adopted a focused approach in this area which includes sourcing green
power from wind and solar farms both at off site and on site facilities for our cable landing stations and data centers thereby reducing our carbon footprint. At our sites in Chennai and Bangalore in India, more than 50% of
the total power consumption is from renewable sources. For its international facilities and PoPs, the Company uses renewable sources of energy and, in particular, out of our total energy consumption at our facilities in Canada, America and United
Kingdom, up to 90%, 33% and 33% respectively, is from renewable sources. Our TCX data center located at Singapore and our data center at Chennai are LEED certified. One of the data center facilities currently being developed by us is located at a
LEED pre-certified green building. 12 of our data center facilities are ISO 14001 certified. The Company continues its efforts to power up its offices, data centers and cable landing stations using solar energy, where deemed viable, through the
installation roof top solar power panels and ground based on site large solar power plants. We have ambitious plans for setting up roof top and ground mounted solar plants at our facilities in India. The Company has executed power
purchase agreements for 4 such roof top solar power plants with an aggregate capacity of 400 KW and an additional 4 MW facility is under discussion and proposed to be made operational in fiscal 2015. We are also currently testing a new concept and
technology involving geo thermal cooling in a closed loop at our upcoming facility in Greater Kailash, New Delhi, India.



24



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We have also established a Health, Safety and Environment (HSE) Council to review the health, safety and
environmental issues in our workplace. HSE performance data will be collected, validated and consolidated using an uniform tool. HSE auditing is an integral part of the corporate control process, assuring the Company of adequate systems to ensure
legal compliance, consistent HSE standards, and suitable and effective measures for maintaining a high level of health, safety and environmental protection.

The HSE Council is governed by two committeesthe Steering Committee and the Coordination Committee (Task Force). The Steering Committee fulfills the advisory function on matters such as corporate
HSE policy, strategy, guidelines and audit programs, while the Coordination Committee coordinates implementation of corporate HSE guidelines, audit programs, training, statutory requirements and program improvements.

Principal Activities

The Company is a
leading global communications company offering a broad range of integrated communications services in the following three segments: GVS, GDMS and South Africa Operations.

Set out below is a break-down of the Companys revenues by segment:



|                        |  |                                      |         |  |      |      |         |      |  |      |         |  |  |     |       | 
|----------------------- |  | ------------------------------------ | ------- |  | ---- | ---- | ------- | ---- |  | ---- | ------- |  |  | --- | ----- | 
|                        |  | For the fiscal years ended March 31, |        
|                        |  | 2011                                 |         |  | 2012 |      |         | 2013 |  |      | 2013    | 
|                        |  | (In millions)                        |        
|GVS                     |  | LOGO                                 | 65,516  |  |      | LOGO | 68,241  |      |  | LOGO | 85,535  |  |  | US$ | 1,569 | 
|GDMS                    |  | LOGO                                 | 48,324  |  |      | LOGO | 56,677  |      |  | LOGO | 67,417  |  |  | US$ | 1,236 | 
|South Africa Operations |  | LOGO                                 |        |  |      | LOGO | 14,967  |      |  | LOGO | 18,848  |  |  | US$ | 346   | 
|                        |  |                                      |         |  |      |      |         |      |  |      |         |  |  |     |       | 
|Total                   |  | LOGO                                 | 113,840 |  |      | LOGO | 139,885 |      |  | LOGO | 171,800 |  |  | US$ | 3,151 | 
|                        |  |                                      |         |  |      |      |         |      |  |      |         |  |  |     |       | 

Global Voice Solutions

The Company derives a substantial portion of its revenue from GVS which it provides primarily to telecommunications carriers for the delivery of international calls to over 200 countries and territories.

The Company is one of the leading global voice solutions providers in the world, with an estimated 19 % global market share of ILD voice
traffic. It fully owns and operates one of the largest international voice networks with coverage in more than 200 countries and territories. It maintains direct and bilateral relationships with leading international voice telecommunication
providers. Transporting more than 53.7 billion minutes annually of ILD and more than 8.35 billion minutes of NLD, the Company has a wide range of customers that can be divided into three main categories: mobile, broadband and carriers. In addition,
the Company is the worldwide leader in international access voice services (toll-free, home country direct (HCD) and local number services) as well as a leading provider for other value-added services worldwide, such as ISDN, mobile video telephony,
audiotext, solutions, voice peering and voice over IPX (IP eXchange) services.

The Companys portfolio of global voice solutions
comprises the following:



| |  | Voice Termination Services (VTS). The Company provides VTS through its global next generation network (NGN), carrying ILD traffic to 200
countries and territories around the world. VTS Prime, VTS Prime over IPX, VTS Preferred, VTS Call center, VTS Corporate and VTS are solutions designed to meet each customers specific needs in terms of voice quality and price. VTS Prime is
ideal for mobile, retail and broadband services where the highest ratio of voice quality and additional features is required.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | In responding to market trends, the Company has developed solution oriented services to facilitate Retail Service providers to focus on core businesses
while increasing long-term stickiness of business for Company. Some of the popular solutions offered are Managed Termination, Inbound Aggregation, SIM Bypass, Virtual PoP and Customer Aggregation Services.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | ILD Inbound Services or Access Services (Toll-Free, Local Number Services, HCD).The Companys access services are fully
automated, caller-dialed service options, which allow users to receive toll-free calls from various countries around the world. ITFS offers coverage from over 108 countries, Local Number Services from 56 countries and HCD from over 100 countries.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



25



---

| |  | Universal International Free Phone Service (UIFN). The Company provides UIFN, also known as a Universal 800 or Global
800 numbers in over 50 participating countries.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Audiotext. The Company provides audiotext service which transports traffic to destination numbers promoted by content providers in various
countries for voice, data and/or online information services, which may be accessed via the international public telephone network.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | ISDN.The Company offers ISDN services which provide a high-quality, high-speed, clear channel data solution that delivers data connectivity to
over 460 networks across more than 100 countries and is ideal for video conferencing applications.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Mobile Video Telephony. The Company provides mobile video telephony, which enables high quality real time audio-visual communication between
mobile subscribers on 3G handsets. As a pioneer in the delivery of Mobile Video Telephony over IP, the Company guarantees end-to-end transport of the User Field Information on its international TDM and IP network.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | NLD in India.The Company has a national network of approximately 49,000 route kilometers for provision of national long distance services in
India.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------

Global Data and Managed Services (GDMS)

The Company is one of the worlds largest providers of data services, primarily focusing on international and national private leased circuit enterprise networking (private IP and WAN Ethernet)
services and IP transit services. The Company supplies some of the worlds largest international telecommunications providers with transmission backbone services across the Atlantic, the Pacific, Middle East, Africa, Intra-Asia and into and out
of India. As a Tier 1 ISP, the Company operates one of the largest IP networks in the world with PoPs around the globe. The Company offers a full range of customized managed and connectivity solutions to cater to the business needs of the top global
multinational corporations across the world. In addition to international and national private leased circuits, the Company offers virtual private networks and associated managed services, ethernet services, internet access, managed hosting,
cloud-based services and internet telephony. The Company also provides other value-added offerings such as collaboration and conferencing services, managed security services, and other professional services.

Enterprise Data Business

The Company
offers customized, end-to-end voice and data solutions as well as managed services to enterprise customers worldwide, including:



| |  | International Private Leased Circuits (IPLCs). The Company provides international dedicated connectivity for customers who need reliable,
24-hour communications from a fixed point in one country to a fixed point in another. These services are provided using the Companys international gateways, earth stations and cable stations.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | National Private Leased Circuits (NPLCs). The Company provides dedicated point-to-point domestic leased lines for customers who need reliable,
secure and dedicated connectivity between their offices across a particular country, such as India. The Company has set up a countrywide optical fiber cable backbone, which connects national long distance PoPs on a high capacity network.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Internet Leased Line Circuits. The Company provides internet leased lines, a high speed, flexible bandwidth solutions that provide constant
Internet access.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Dedicated Internet Access Services. The Company provides internet access service with a dedicated internet connection. The service provides a
flexible bandwidth solution with constant internet access speed.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Frame Relay Services. The Company provides frame relay services, a data transmission technique used to send digital information, such as voice,
data, local area network, and wide area network traffic quickly and cost-efficiently to many destinations from one port.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



26



---

| |  | Data Center Infrastructure and Application Services. The Company provides customers the option of outsourcing their mission-critical systems
operation through system collocation, server hosting, storage, and application hosting in the Companys data centers across India and the world while connecting to the Companys global network backbone. The Company operates more than
one million square feet of space in data centers and collocation facilities across three continents. The Company has also introduced its IaaS offering which provides secure and elastic, on-demand computing and storage resources to businesses
over the network as and when they need them.
InstaComputeTMallows organizations to manage their
business in line with growing and fluctuating market demands and rapidly evolving technology.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Global VPN (Virtual Private Network) Services. The Company offers VPN services based on MPLS technology. Both layer 2 and layer 3 services are
supported. The Company operates 118 PoPs to deliver the service across various locations within India. The Company also offers international VPN services across 64 countries and through VNO (managed IPSec connections using third party ISPs) to
extend coverage to over 190 countries.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Global and Pan-India Ethernet Service. The Company offers metro, national and global Ethernet services across 51_ countries. The Metro Ethernet
Forum (MEF) certified Ethernet services are offered on SDH/SONET, MPLS and our state-of-the-art Next Generation Ethernet platform which operates using the PBB transport protocol. The Company offers Ethernet services over a dedicated Low Latency
network to 6 new locations globally.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Television Uplinking. The Company provides television uplinking facilities on a 24x7 basis to various broadcasters. The Company also provides
international and domestic relay of television programs and news services via satellite and fiber on a contractual basis as well as on an on-demand basis to various media customers. The Company also uses digital satellite news gathering terminals
for on-site live video uplinking.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Transponder Lease Services. The Company provides transponder capacity to media broadcasters and government institutions in India.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------



| |  | Hosted Contacted Center Services. The Company provides a range of contact center services hosted in the global network and based on world
leading solutions from Cosmocom.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | IPLC Service. The Company offers IPLC service, which is an uncompressed TDM voice solution for customers making bulk inbound / outbound calls
between India and foreign destinations and is primarily suited for large customers such as call centers.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | MVoIP and IPVoice Connect.To meet the growing ILD calling requirements of enterprise customers, the Company offers VoIP solutions over its
Internet and global VPN networks.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Business Messaging and Collaboration. The Company provides hosted Microsoft Exchange messaging with security, archiving/storage and associated
collaboration applications. The service is offered as both Ready Access Business Messaging as an off-the-shelf software-as-a-service and as Adaptive Business Messaging as bespoke customer-dedicated implementations. The
Company in collaboration with Google also launched its InstaAppsTMoffering which brings global Internet-based collaboration and office tools to companies. This offering includes email and calendar, instant messaging, voice and video chat, as well as office document
applications which are accessible to businesses when and where they need them.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Business Audio and Web Conferencing. The Company provides global audio and web conferencing services to facilitate communications among globally
dispersed teams and audiences.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Managed Security Services. Listed in the Gartner Magic Quadrant for MSSPs, the Company is a Tier 1 provider of managed security services that
enable the customer to achieve information security compliance and business continuity in the face of continuously evolving security threats. In addition to being SAS-70 Type I and II and ISO-27001 certified, the Company has achieved worldwide Cisco® Managed Services Channel Partner status and Cisco® Powered designations for its managed Firewall, Managed IDS/IPS, Managed Internet and Managed MPLS VPN Services.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Telepresence Virtual Meeting Room Services. The Company is a leading global provider of worldwide virtual meeting room services offering managed
Telepresence services for private Telepresence networks and also has a complementary global network of Telepresence public rooms with 43 currently active public rooms across the world on the Company network and alliance partner networks. The
Companys Telepresence exchange service is the first in the world enabling business-to-business Telepresence collaboration to businesses globally, enabling a broader ecosystem of connected rooms for enterprises and their partners. The Company
has extended service to 1,910 connected rooms.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



27



---

| |  | On demand video conferencing services.In July 2013, the Company has launched Jamvee, a worldwide on-demand video conference service that
is complementary to its global network of managed private and public Telepresence rooms. This service expands the network to the much larger installed base of industry standards-based video conferencing endpoints including soft-endpoints
that consist of software that runs on personal computers and mobile devices equipped with High Definition (HD) Webcams. This allows the Companys customers to attend a video conference with Telepresence and other endpoints at any time and
over any supported device. The conference service enables intra-company and business-to-business video collaboration to businesses globally, enabling a broader ecosystem of connected rooms for enterprises and their partners and customers. It also
supports individual subscriber access via an on-line Self-Service Portal and a free-downloadable software client for major personal computers (e.g. Microsoft® Windows and Apple® Mac OS® X) and mobile device operating systems (e.g.
Apple® iOS and Google® Android). The service can be accessed via private, dedicated links using the Companys world-wide network and via public access from video conferencing endpoints that connected to the Internet, ISDN
and audio-only endpoints via the PSTN.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Media Management Platform.The Media Management Solution Suite enables the collaboration, storage and transformation of media content amongst
the players in the media ecosystem. Media Management is an evolution of the earlier Mosaic concept wherein the company has defocused from coding and creating new platforms and instead focused on technology partnerships to create services. The Media
Movement portfolio focuses on movement of live or file based content globally. Video connect is the flagship product of Media movement solution suite which focuses on live broadcast contribution and distribution feeds. The Company has specific focus
on sports broadcasting and aspires to emerge as preferred service provider for sports broadcast contribution from stadium venues as well as distribution to right holding broadcasters globally. The Company has several reputed customers and sporting
events to its credit in the past financial year. Video connect is also pioneering the next phase of broadcast technology transmission in 2K and 4K formats. Video Connect differs from its competitors by offering unmatched 4x protection to video feeds
enabled by Tata Communications owned global subsea fiber network and aims to leverage its pioneering position in IP to evolve a converged video, data and voice offering for Broadcasters and sports right holders.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Media Movement and Media Management Solution Suite, through its various product offerings provides a comprehensive service portfolio
to Media customers positioning Tata Communications Media Services as a single stop shop across customer needs for Media and IT needs, with enterprise grade Service support.



| |  | Global Video NetworkVideo Connect.The Company launched the worlds leading dedicated global video network called Video Connect,
designed to help broadcasters, studios and production houses deliver video content flexibly and cost effectively to media hotspots worldwide. It also enables permanent availability of bandwidth and seamless transmission of video at constant bit
rates ensuring round the clock system availability along with analytics to provide reports on video quality.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Content Delivery Network (CDN) Service. As more and more people consume digital content over the internet on different kinds of end-devices,
enterprises and content companies often find the delivery of such content over the internet to be a challenge. The Companys CDN solution enables the delivery of any form of content, anywhere in the world, to any end-user device and thus is a
critical service that is provided to enterprises and content owners to help them deliver an assured quality of experience to their end-users. The Companys CDN portfolio comprises of the following products.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Live streaming of video over the internet
| | - |  | -----------------------------------------



| |  |  | Delivery of video on demand
| | - |  | ---------------------------



| |  |  | Large file object delivery for gaming and software companies
| | - |  | ------------------------------------------------------------



| |  |  | Web content acceleration
| | - |  | ------------------------



| |  |  | Dynamic application acceleration.
| | - |  | ---------------------------------

For all the above applications, end-users are delivered the content directly from Companys nodes that are situated close to their end-user locations. This minimizes latency that would otherwise be
experienced in delivering the content over the internet. As a result enterprises and content customers using the Companys CDN solutions are not required to scale their web infrastructure in order to deliver their content globally. They are
able to offload all the elasticity to the Companys CDN solutions while simultaneously improving the quality of experience to their end-users.



28



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Carrier Data Business

The Companys portfolio of carrier data services is comprised of the following main product lines:



| |  | Global Transmission Services. The Companys Global Transmission Services, including IPLC and NPLC services, provide customers with
dedicated high-speed connections between the Companys network of global PoPs over which they can transport voice, data, facsimile, messaging and video conferencing. Within India, the Company operates a countrywide optical fiber cable backbone,
which connects national PoPs on a high-capacity network. These services are sold as leases or as standard 15-year IRUs. The Companys global network, known as the Tata Global Network, is comprised of one of the most advanced and largest
submarine cable networks in the world and connects over 180 countries and territories with more than 210,000 kilometers of terrestrial and submarine optic fibers. The Company builds and operates its own global ring of cable systems and is part of 50
other consortiums and private cable systems.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | IP Transit Service. The Company is a Tier 1 ISP and has a global IP backbone with communication nodes located throughout the world. The Company
has over 120 IP Transit PoPs strategically located in 31 countries.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Local and International Internet Access Service. The Company provides connectivity to customers from virtually any country to one of our
Internet nodes on the Companys global Internet backbone.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | White Label/Resell Enterprise Service. The Company sells managed network services, such as Global VPN and Ethernet, as well as global managed
services, such as business video and managed security services through service provider Partner channels.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Mobility Services

The Companys mobility services are tailored to the specific needs of the mobile network operators, providing them with the ability to seamlessly interconnect to other mobile networks as well as to
leverage the Companys suite of innovative roaming and messaging offerings in application service provider mode. The Companys mobility services include:



| |  | Wireless Global Roaming. The Company offers a Wireless Global Roaming Service (WGR) to mobile network operators. It allows for the
interconnection of signaling between different operating standards, such as the American National Standards Institute (ANSI) and International Telecommunications Union-Technical (ITU-T). It is predominantly used for international roaming of
subscribers between networks using either GSM or iDEN technologies.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | SCCP Service. SCCP is an inter-carrier signaling transport service, which relies on global titles of layer 3 of the SS7 protocol layer to route
SS7 traffic. Our SCCP service is designed for GSM and ESMR/iDEN mobile operators who wish to use our signaling network to interconnect to other mobile networks to allow roaming and SMS delivery. The Company also offers cross-standard SMS
termination which provides, among other services, ITU-T based mobile operators with the necessary translation of GSM SMS messages and its delivery to most North American Code Division Multiple Access, or CDMA operators.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Managed Roaming Service (Steering of Roaming). The Company offers Managed Roaming service which enables Operators to steer their outbound
roaming subscribers to preferred networks.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Intelligent CAMEL eXchange (ICX). The Company offers ICX which provides a single point of connectivity for an extensive CAMEL footprint, while
allowing MNOs to maintain bilateral roaming agreements. Offered as a managed service, ICX is an end-to-end service, which scope covers normalization, testing and monitoring of the MNOs SS7 connections to their CAMEL roaming partners.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Intelligent Routing Services.The Company provides IRS service which offers a unique method of intelligent SMS routing, allowing greater
flexibility and control over co-existing bilateral and hub-based SMS-terminated traffic.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



29



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| |  | GRX (GPRS eXchange). The Company offers a service which allows mobile operators to deliver data roaming capabilities for their subscribers as
they travel outside of their home network.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | IPX Connect.The Company provides IPX which provides multiple services from the list above along with voice and video across a single IP MPLS
connection, providing the mobile operator with seamless, integrated access to multiple services and a large number of other operators, as well as data roaming in 4G with migration path from GRX.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | LTE Roaming. The Company offers LTE Roaming, which supports Diameter Signaling over IPX, for mobile operators moving to 4G with policy
management through Diameter protocol as a streamlined managed service to simplify the complexity of roaming interconnect arrangements across mobile operators.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Managed SMS Firewall. The Company offers a service that prevents frauds and spam attacks in the form of SMS messages to mobile operator networks
and their subscribers.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

South Africa Operations

South Africa Operations are carried out by the Companys subsidiary Neotel. Neotel offers wholesale international voice and data transit, enterprise business solution services for the wholesale and
enterprise market, and telephony and data services for small enterprise customers in South Africa. Neotel operates South Africas first next generation network and the countrys first CDMA network and had approximately 4,150 business
customers and 160,000 retail customers. Neotels portfolio is comprised of the following products:



| |  | Voice TerminationServices. VTS Prime, VTS and VTS Economy are solutions designed to meet each customers specific needs in terms of
voice quality and price. VTS Prime is ideal for Mobile, Retail and Broadband services where the highest ratio of voice quality and additional features is required. Neotel also offers Managed Termination and Inbound Aggregation Services.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | ILD Inbound Services or Access Services (Toll-Free, Local Number Services, HCD).Neotels access services are fully automated,
caller-dialed service options, which allow users to receive toll-free calls from various countries.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Managed Calling Cards Solution. This service enables carriers to have a private label prepaid calling service with products and rate plans
customized to their markets.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Audiotext. This service provides transport traffic to destination numbers promoted by content providers in various countries for voice, data
and/or online information services which may be accessed via the international public telephone network.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | ISDN.Neotel provides Prime Rate Interface services for voice only.
|- |  | ------------------------------------------------------------------



| |  | NLD in South Africa. Neotel has a national network of about 15,000 kilometers for NLD services in South Africa.
|- |  | ---------------------------------------------------------------------------------------------------------------



| |  | NeoLink GlobalTime Division Multiple (TDM). Neotel provides international dedicated, point-to-point connectivity for customers who need
reliable and secure connectivity solutions between South Africa and major international citiesNeoLink with TDM Handoff.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Neolink. Neotel provides dedicated point-to-point domestic leased lines for customers who need reliable, secure and dedicated connectivity
between their offices across South Africa.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | NeoInternet In order to connect customers to the Internet via Neotels PoPs in Johannesburg and Cape Town, South Africa, Neotel provides
high speed, flexible bandwidth solutions that provide dedicated internet access.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Neotels Internet Protocol (IP) superhighway forms part of the core of the Internet in South Africa by means of extensive peering relationships
with the countrys major Internet Service Providers (ISPs) and Content Providers as well as leveraging the extensive footprint of Tata Communications Global IP network to provide fast and reliable access to the World Wide Web.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



30



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| |  | Data Center Infrastructure and Application Services. Neotel provides customers the option of outsourcing their mission-critical systems
operation through system collocation, server hosting, storage, and application hosting in Neotels data centers across South Africa.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | NeoOne VPN (Virtual Private Network) Services. Neotel offers VPN services based on MPLS technology. Both layer 2 and layer 3 services are
supported. NeoOne VPN offers single flat rate high speed access and fully converged offering delivered on Neotels Carrier Class IP MPLS network. It enables seamless access to Neotels entire bouquet of IP services with minimal service
interruptions and includes end to end management. NeoLink Global VPN is MPLS delivered to South Africa and major international cities300 locations, in 200 countries on 6 continents
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Ethernet Service. Neotel offers metro and national Ethernet services. Metro Ethernet services are delivered over NeoMetrolink or NeoLink with
Ethernet Handoff.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Television Uplinking. Neotel provides television uplinking facilities on a 24x7 basis to various broadcasters. Neotel also provides
international and domestic relay of television programs and news services via satellite and fiber on a contractual basis as well as on an on-demand basis to various media customers.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | NeoSat. Neotels Very Small Aperture Terminal (VSAT) service provides point-to-point / multipoint connectivity via satellite, which enables
connectivity to remote sites within and outside South Africa.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | MVoIP and IPVoice Connect.To meet the growing international long distance calling requirements of enterprise customers, Neotel offers VoIP
solutions over its Internet and VPN networks.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Business Messaging and Collaboration. Neotel provides hosted Microsoft Exchange messaging with security, archiving/storage, and associated
collaboration applications. The service is offered as both Ready Access Business Messaging as an off-the-shelf software-as-a-service as Adaptive Business Messaging and as bespoke customer-dedicated implementations.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Business Audio and Web Conferencing. Neotel provides global audio and web conferencing services through its NeoConference solution that
facilitates communications among globally dispersed teams and audiences.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Managed Security Services. Neotel is a provider of managed security services that enable the customer to achieve information security compliance
and business continuity in the face of continuously evolving security threats. Neotels Web Guard solution provides security for Internet access from any device, and Managed Unified Threat Management (UTM) solutions provide managed firewall and
unified threat management services with features that can be customized to customer requirements.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | White Label Enterprise Service. Neotel sells managed network services, such as Global VPN and Ethernet, as well as global managed CPE (Customer
Premises Equipment) services, including Telepresence and managed security services.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Payments to and from Carriers

The Company has entered into telecommunication agreements with more than 1,600 foreign telecommunications administrations or carriers that
govern the rates of payment by the Company for use of their facilities in connecting international calls, and by the foreign administrations or carriers to the Company for the use of its facilities in connecting international calls billed abroad.

The practice among carriers for settlement of traffic is based on commercial agreements reached between the carriers exchanging traffic.
Based on the agreed upon rate negotiated with each foreign telecommunications administration or carrier, the Company makes payments to the administration or carrier for outgoing traffic and receives payments from such administration or carrier for
incoming traffic. Settlements between the Company and the major carriers are generally made monthly, although settlements for long-term reciprocal traffic exchange relationships (otherwise referred to as bi-laterals) can be made quarterly or
annually. Settlements are made on a net basis at the applicable settlement rate. Exchange of network capacity for the transport of voice and data traffic with other telecommunications service providers are recorded as non-monetary transactions
and measured at the carrying value of the capacities exchanged by the Company.



31



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Revenue Sharing Arrangements in India

Although the Company provides international gateway access out of and into India, in accordance with Indian regulation, an ILD operator is not allowed to access an end user directly for voice
calls. Therefore all voice calls that either originate or terminate in India must pass through the domestic networks of access providers (i.e., mobile and landline network operators). The Company has entered into interconnection
agreements with BSNL, MTNL, and other fixed-line and cellular operators in India.

The commercial terms of the Companys agreements are
based on the IUC announced by the TRAI from time to time. The Company is required to pay termination charges of


LOGO
 0.40 per minute for international incoming traffic to India. The rates for outgoing international traffic are not regulated and are determined between the parties.

License Fees and Tariffs

ILD and NLD
Licenses

Under the Companys ILD and NLD licenses, a license fee is payable annually in an amount equal to 7% (6% for April-June
2012) of the adjusted gross revenues from the Companys ILD and NLD services.

In fiscal 2005, the Company filed a dispute with DoT
because DoT was including certain income (e.g., investment and interest income, income from the sale of property, plant and equipment, foreign exchange gains and other non-operating income) and excluding certain deductible expenses
(e.g., bandwidth and other network related costs) while calculating adjusted gross revenues for purposes of the license fees. DoT refused to consider the Companys arguments.

In fiscal 2005, the Company also filed a petition with the Telecom Disputes Settlement and Appellate Tribunal (TDSAT) to obtain TDSATs clarification on whether or not the basis of
DoTs determination of license fees payable by the Company was appropriate. In August 2007, the TDSAT concluded that license fees were not payable on certain income, such as income from investments, sales of immovable property, plant and
equipment, foreign exchange gains and other non-operating income. Additionally, the TDSAT concluded that bandwidth and other similar network costs incurred should not be deducted from revenues in computing license fees.

The Company challenged the TDSAT conclusion in the Supreme Court of India, the outcome of which is currently pending. The Company, on the basis of
external legal opinion, expects the Supreme Court of India to overturn the TDSAT conclusion and permit deduction of bandwidth and other similar network costs from revenues, retrospectively from fiscal 2003 and onwards in order to compute license
fees.

In January 2008, DoT issued an additional license fee demand for fiscals 2003, 2004 and 2005 of


LOGO
 2,950 million for (a) additional payment of license fees of


LOGO
 829 million, (b) compounded interest of


LOGO
 912 million on unpaid license fees, (c) a penalty of


LOGO
 772 million and interest on the penalty of


LOGO
 386 million (together referred to as penalty) totaling


LOGO
 1,158 million (all of (a)-(c) aggregating


LOGO
 2,899 million), and (d) an excess claim of


LOGO
 51 million by DoT which has since been adjusted against the demands in subsequent years.

In January
2008, the Company made payment of


LOGO
 2,950 million which the Company recorded as license fees paid under protest. The additional license fees and interest totaling


LOGO
 1,741 million demanded by DoT has been accrued as liabilities by recognizing an expense. The accrued liability of


LOGO
 1,741 million has not been offset against the payment of


LOGO
 2,950 million pending the outcome of the Companys challenge against the TDSAT conclusion in the Supreme Court of India, as the Company believes that its challenge will be successful in the Supreme Court
of India and deduction of bandwidth and other network-related costs will be permitted for the purpose of computing license fees.

The Company
has not recorded an expense and liability in respect to DoTs claim for a penalty and interest on the penalty amounting to a total of


LOGO
 1,158 million as the Company believes that DoTs claim will not be sustained. In accordance with the license agreement, a penalty and any interest on a penalty is payable to DoT only if the shortfall in
license fees paid in any fiscal year is more than 10% of the license fees payable. The DoT terminated the Companys exclusive right to provide ILD service in fiscal 2002 and granted a compensation of


LOGO
 793 million (as certified by the GoIs auditors) to the Company (the compensation was paid by DoT in April 2008). In accordance with the license agreement, the compensation receivable from DoT should have
been offset against the license fees, as the agreement permits the deduction of any amounts due to the Company from DoT from any amounts payable by the Company to DoT. The penalty was computed by DoT without offsetting the compensation of


LOGO
 793 million (US$ 16 million). Had the DoT offset the compensation due to the Company against the additional license fees claimed from the Company, consequent to the TDSATs conclusion, the license fees
paid would have been short by less than 10% of the license fees payable in respect of those fiscal years.



32



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The Company challenged the legality of the penalty provisions in the license agreement in TDSAT. TDSAT ruled
in favor of the Company. Consequently,


LOGO
 1,158 million became refundable by DoT. Further, the Company filed a petition in TDSAT seeking it to direct DoT to refund the penalty amounting to


LOGO
 1,158 million, along with interest thereon at prevailing bank rates. The TDSAT accepted the Companys contention and accordingly, on July 13, 2011 and October 18, 2011, ordered DoT to refund the
penalty of


LOGO
 1,158 million along with interest. DoT has disputed both the orders of TDSAT and has filed an appeal against the order in the Supreme Court. However, the Supreme Court did not grant a stay against the
TDSATs refund order.

Further the Company filed an execution-application in TDSAT for their order dated July 13, 2011 and
October 18, 2011 for refund of


LOGO
 1,158 million along with interest. In response to the execution application, TDSAT in its order dated May 9, 2012, directed DoT to refund the amount within seven days time along with 9% interest
from August 2011 till the date of payment. Accordingly, DoT has implemented the TDSAT order dated May 9, 2012 and refunded


LOGO
 2,262 million along with interest on June 7, 2012 to the Company. Out of the said refund,


LOGO
 1,158 million is the penalty and interest on penalty (paid by company to DoT in January 2008) and


LOGO
 1,104 million is the interest up to June 7, 2012. Accordingly the Company has adjusted the cash received against the amount paid under protest of


LOGO
 1,158 million. The interest amount of


LOGO
 1,104 million has been included under non-current liability, because the matter is pending in the Supreme Court of India. The Company does not expect resolution by the Supreme Court of India in the next 12
months.

In fiscal 2010, DoT completed its assessment for fiscal 2006 and raised a demand of


LOGO
 1,046 million. The Company challenged DoTs order in the TDSAT and TDSAT, in its order dated August 19, 2010, held: (a) a license fee is not applicable on non-telecom income and other miscellaneous
income; (b) penalty and interest is not applicable on a shortfall of a license fee; (c) a deduction in AGR for cost items is not allowed; and (d) a suo-moto inter-license adjustment by the licensee is not permitted. Therefore, the
Companys liability was reduced to


LOGO
 51 million (including interest) up to June 2013.

The DoT has filed an appeal in the Supreme Court against
above mentioned judgment of TDSAT dated August 19, 2010 and currently the matter is pending in the Supreme Court.

On February 19, 2013,
DoT issued license fee demand for fiscal year 2007 and 2008, based on special audit reports of auditors appointed by DoT. The total demand is for


LOGO
 1,931 million, being


LOGO
 929 million for fiscal 2007 and


LOGO
 1,002 million for fiscal 2008, including


LOGO
 1,021 million, being interest as on February 28, 2013. Further, the liability as on 30th June (including interest) is


LOGO
 2,018 million. However, the Company has challenged the said demand notice in the Madras High Court, which has vide its orders dated March 1, 2013, granted a stay-order against the said demand.

License fees under the ISP with Internet Telephony (Restricted) License

The Company pays an annual license fee to DoT under its ISP with Internet Telephony (restricted) license in an amount of 7% (6% for April-June 2012) of AGR. AGR has been defined as gross revenue including
certain revenues and excluding certain charges. The Company paid license fees of approximately


LOGO
 114.70 million for fiscals 2011, 2012 and 2013, representing 6% of AGR, (7% with effect from July-2012 onwards) excluding income from non-licensed and financial activities, consistent with the Companys
position that it should be permitted to exclude non-ISP related revenue. The Company, however, has made a provision of approximately


LOGO
 114.70 million in the event DoT and TDSAT decide against the Companys position.

Tariffs for
IPLC (Half Circuits)

In 2006, TRAI fixed ceilings on tariffs in respect of E-1 (2 MBPS line), DS-3 (45 MBPS) and STM-1 (155 MBPS)
capacities at


LOGO
 1.3 million,


LOGO
 10.4 million and


LOGO
 29.9 million per annum, respectively. Subsequently, DoT permitted the resale of IPLC services, although it is not clear if any resellers have begun operations. Further, in June 2007, the TRAI directed
owners of cable landing stations to allow eligible Indian international telecommunication entities to access international submarine cable capacity on any submarine cable system. This resulted in full capacity landing by eligible Indian
international telecommunication entities, which may also result in a reduction in prices of IPLC services.



33



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Domestic Leased Circuit Tariffs

In 2005, TRAI fixed ceilings on tariffs in respect of E-1 (2MBPS line), DS-3 (45 MBPS) and STM-1 (155 MBPS) capacities at


LOGO
 0.85 million,


LOGO
 6.16 million and


LOGO
 16.5 million per annum, respectively.

Sales and Marketing

Global Voice Solutions

The
Companys GVS business unit is focused on international and India long distance voice solutions, which are provided to mobile operators, OTTs, cable companies and carrier customers. The GVS sales team is the primary interface with
telecommunication operator customers throughout the world. The team is responsible for building relationships with local/regional service provider customers in order for them to sell voice solutions to their end users. The GVS sales team is also
responsible for securing supply capacity in support of voice termination services around the world. The team comprises a global organization and maintain a local presence in key markets around the globe. The GVS product and business strategy team is
engaged in new product development as well as managing existing product operations to meet customer and market requirements. In responding to changing market conditions, recently, GVS product has introduced new solutions to address challenges faced
by Retail Service Providers (RSPs) while securing long-term voice business relationship with the Company. These solutions are considered unique in the market place as no major wholesale carrier players are offering similar solutions to RSP segment.

Global Data and Managed Services

Enterprise Data

The Companys Enterprise data business unit provides a suite of
managed network and connectivity solutions, managed services (including managed infrastructure) and application services to enterprises worldwide to meet their business needs and growth requirements with a focus on specializing in emerging markets.
The business needs of enterprises are taken into consideration as our global product management organization develops launches and broadens enterprise services in all markets. Each region has a direct and an indirect (Channel Partner) strategy, and
through well-defined strategies, the Company provides customized solutions that meet the needs of enterprise customers on a regional as well as global basis.

In India, the Enterprise business unit is structured to service differentiated segments via different pan-India sales groups. Large corporate and government customers are addressed by a direct sales team.
In order to improve the focus on our target segments, in fiscal 2012, we moved our indirect and channel partner business which mainly served medium enterprises to our existing SME unit. This will help the Company serve clear sections of the market
and benefit from combined synergies.

Internationally, the Enterprise Business Unit is managed in each region through the Companys
direct and indirect teams located in the Americas, Europe and Africa, the Middle East and North Africa (MENA), and Asia. These teams are focused on providing network services and managed services to cater to the business needs of the top 2,000
global multinational corporations as well as the fast growing emerging enterprises in those regions. In addition, the Companys presence in these geographies is being expanded by leveraging the regional and global alliance partners (system
integrators and IT partners) to serve some of the large corporations as well as mid-tier enterprises in these markets.

The SME unit primarily
caters to SME business customers in India which primarily consist of small/home offices and small and medium sized enterprises. The large range of the products of this unit includes connectivity and collaboration solutions aimed at improving the
productivity of small and medium businesses. The connectivity solutions include Internet leased line, broadband and Wi-Fi solutions, while the collaboration solutions include VoIP, hosted contact center, cloud based business application services and
infrastructure as a service offerings. The products of this unit are standardized for mass usage as well as customized in the case of the medium enterprise customers. The channel sales business, with approximately 150 channel partners and serving
medium enterprise customers, moved to the SME Unit from the Large Enterprise business in fiscal year 2012.

Global Carrier Solutions (GCS)

The Companys GCS business unit brings connectivity, managed enterprise, and mobility solutions to service providers worldwide,
including global telecommunications service providers, mobile operators, regional service providers, and national service providers such as cable operators and ISPs. As a strategic partner to service providers, GCS brings solutions to service
providers to extend global reach both in network and services, expand service portfolio for new revenue streams, and enhance efficiency and profitability with managed services, The GCS sales team develops customer relationships through local
regional teams, a Global Account Management team for major accounts with India and international requirements, and a sales desk for smaller accounts. To capture segment market opportunities, initiative teams such as Partner Services and Mobile
Broadband are engaged to develop segment solutions and markets, working with the GCS strategy and marketing team.



34



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South Africa Operations

Neotels long term strategy is based on three core pillars: leading in IP and converged services, becoming the partner of choice for managed services and occupying a strategic position in South
Africa and the South Africa Development Community. Neotels positioning will be focused on delivering a superior experience for the customer along each stage of the customer life-cycle through:



| |  |  | faster installation times for new connections;
| | - |  | ----------------------------------------------



| |  |  | quick resolution of customer complaints;
| | - |  | ----------------------------------------



| |  |  | simplified billing;
| | - |  | -------------------



| |  |  | value for money proposition; and
| | - |  | ----------------------------------



| |  |  | innovative products and services.
| | - |  | ---------------------------------

Neotel has advanced in its process and service delivery model to the extent that it services a number of large enterprises in South Africa. This trend will continue as the organization matures its
capabilities and consolidates its alliances to bring even greater service innovation to South Africa.

Seasonality

Our main business is not significantly affected by seasonal trends.

Government Regulations

The business of the Company and its subsidiaries is subject to
comprehensive regulation by various governmental bodies around the world, including in India, U.S., Europe and South Africa.

India

The Ministry of Communications and Information Technology of the GoI, through the Telecom Commission and DoT, is responsible for
telecom policy and licensing in India. TRAI is responsible for ensuring that the interests of consumers are protected and nurturing conditions for the growth of telecommunications, broadcasting and cable services in a manner and at a pace that will
enable India to play a leading role in the emerging global information society. The Company has ILD, NLD, Internet Telephony Service Provider, TV uplinking and unified messaging service licenses in India.

United States

In the U.S., the
Federal Communications Commission (FCC) exercises jurisdiction over the facilities and services that the Company uses to provide interstate and international telecommunications services. The FCC may promulgate new rules, revise old rules, or
otherwise change regulatory requirements that affect the Company and/or its services and facilities from time to time; if challenged, such changes may be subject to judicial review. The Company is unable to predict future FCC rulings and the results
of any subsequent judicial review or how these might affect our operations. State regulatory commissions generally have jurisdiction over intrastate telecommunications services and related facilities, but the Company does not currently provide
regulated intrastate services.

The Company has obtained the necessary FCC authority under Section 214 of the Communications Act of 1934,
to use on a facilities and resale basis, various transmission media to provide domestic and international switched and private line services on a non-dominant carrier basis, except that the Company is regulated as a dominant carrier on the
U.S.India route. The Company also holds multiple FCC licenses granted under the Cable Landing License Act and FCC rules to own and operate undersea cables that land on U.S. shores. In addition to maintaining the FCC licenses, the Company is
subject to various requirements regarding private and common carrier operations, network security obligations, approvals for certain corporate transactions, and certain reports and fees.



35



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Canada

The Canadian Radio-television and Telecommunications Commission (CRTC) is the regulatory authority in Canada charged with regulating companies that provide telecommunications services to the public in
Canada. Industry Canada is the federal ministry that regulates the use of wireless spectrum in Canada, it is also the ministry charged with licensing international submarine cable operators. The Company holds a Basic International Telecommunications
Services license issued by the CRTC, which authorizes the Company to carry telecommunications traffic between Canada and other countries. The Company is also registered with the CRTC as a Reseller of Telecommunications Services; resellers sell or
lease a telecommunications service, with or without adding value, provided by a Canadian Carrier to the Reseller. The Company also holds International Submarine Cable licenses as well as a number of earth station licenses for its earth stations that
provide telecommunications services by means of satellites, issued by Industry Canada.

European Union

The Company provides international telecommunications services in several of the member states of the European Union (EU). In the EU, the regulation of
the telecommunications industry is governed at a supranational level by the European Parliament, Council and Commission. Implementation of EU directives has not been uniform across the Member States. Even with harmonization, the national regulatory
agencies continue to be responsible for issuing general authorizations and specific licenses. The Company is required to obtain and maintain a variety of telecommunications authorizations in the countries in which it operates. The Company must
comply with a variety of regulatory obligations, including obtaining permits to land its cables in the territories to which they are connected and payment of regulatory fees.

Asia-Pacific Region

The Company holds necessary telecommunications and other
licenses that permit it to own and operate assets in key countries and regions, including Taiwan, Japan, Hong Kong, Malaysia and Singapore.

South Africa

The Ministry of
Communications in South Africa is responsible for policy formulation on electronic communications. The Independent Communications Authority of South Africa (ICASA) is mandated for regulating the telecommunications, broadcasting and postal industries
in the public interest and ensures affordable services of a high quality for all. ICASA issues licenses to telecommunications and broadcasting service providers, enforces compliance with rules and regulations, and protects consumers from unfair
business practices and poor quality service. ICASA also hears and decides on disputes and complaints brought against licensees and controls and manage effective use of radio frequency spectrum.

Neotel holds electronic communications service (ECS) and electronic communications network service (ECNS) licenses. Neotel additionally holds satellite
hub ground station, satellite uplinking and various radio frequency spectrum licenses in South Africa. Neotel has access to a number of international submarine cable landing stations through its ECNS license issued by ICASA.

Other Markets

The Company is
also subject to regulation in several other countries throughout the world in connection with its subsea cable, carrier services and other telecommunications service activities. In these jurisdictions, the Companys local operating entities
hold non-exclusive licenses or operate pursuant to general authorization.

Organizational Structure

The Company is partially owned by some of the Tata group of companies. The Tata group consists of over 100 operating companies in seven business sectors:
communications and information technology; engineering; materials; services; energy; consumer products; and chemicals. The Tata companies are part of Indias largest and most respected business conglomerates, with estimated revenues of
approximately US$ 100.09 billion in fiscal 2012.

As of March 31, 2013, Panatone Finvest Limited, in conjunction with certain other Tata
companies, held 50.03% of the outstanding equity of the Company, and the GoI held 26.12%. See Item 4-History and Development of the Company.



36



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As of July 30, 2013, the Company and its subsidiaries (including its joint ventures/Equity Method Investees
but excluding stock held for investment purposes only) included the following legal entities:



LOGO



37



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Significant Subsidiaries

Tata Communications International Pte Ltd.

TCIPL (formerly known as VSNL
International Pte Limited), incorporated in Singapore, is a wholly owned direct subsidiary of the Company that serves as the Companys international holding company for the Companys operations outside of India, with the exception of the
Companys activities in South Africa and Sri Lanka, which are undertaken by different entities. TCIPL also serves as an operating company with significant operations in Singapore, providing customers communications services into and out of
Singapore.

Neotel (Pty) Ltd

Neotel was set up as South Africas Second National Operator in fiscal 2006. The Company was selected by the South African Government as a strategic partner to participate with a 26% effective stake
and provides telecommunication solutions to South African businesses and consumers through the use of innovative technologies. Over the last four years, the Company has increased its effective stake in Neotel to 67.32% by acquiring shares from other
partners in the joint venture, thereby assuming the position of majority shareholder in Neotel.

Neotel today employs almost 1,000 people and
offers communication services to the wholesale, enterprise and consumer segments in South Africa. Neotel runs South Africas first next generation network and the countrys first CDMA network.

Property, Plant and Equipment

The
Companys operations are conducted from owned and leased properties in the various locations in which the Company and its subsidiaries conduct business. The Companys property, plant and equipment which has a carrying amount of


LOGO
 3,205 million (US$ 59 million) are provided as security against the Companys non-convertible debentures to the extent of


LOGO
 2,500 million (US$ 46 million). ZAR denominated loans of Neotel are secured against the non-current assets and current assets pertaining to Neotel.

The major services provided by the Company and its subsidiaries for the last fiscal year are based on its bandwidth capacity in various undersea cable and land cable systems and satellites. These assets
are briefly described below.

Undersea Cables

The Company has ownership interests and access to capacity in various undersea cables interconnecting the South Asia region, as well as linking that region with Europe, Africa, North America and
Asia-Pacific.

The Company owns and operates eight specific fiber-optic cable systems: TGN-Eurasia, operating between Marseille and Mumbai,
TGN-Gulf operating between Mumbai and Al Khobar in Saudi Arabia, with landings in Oman, UAE, Qatar and Bahrain; TGN-Pacific, an eight-fiber pair ring cable system between Japan and the West Coast of the U.S and a four-fiber pair linear submarine
cable system from Japan to Guam; TGN-Atlantic, which is a four-fiber pair ring cable system between the East Coast of the U.S. and the UK; TGN-WER, which is a four-fiber pair ring cable system between Portugal, Spain and the UK; TGN-Northern Europe,
which is a four-fiber pair linear system from the UK to the Netherlands; Tata Indicom Cable, which is a 3,100 kilometer eight fiber pair submarine cable system between Chennai, India and Singapore and TGN-Intra Asia, a wholly-owned four fiber
pair linear submarine cable system connecting Singapore, Hong Kong, and Tokyo. The TGN-Intra Asia also directly connects to landing parties in Vietnam and in the Philippines through branching units.

In order to meet fast growing bandwidth and diversity requirements in India, the Company has invested in two new submarine cable systems between India
and Europe linking Mumbai, India to Marseille, France. The first is a private system and is known as TGN-Eurasia. TGN-Eurasia has a minimum capacity of 1.28 Tbps and went into service in January 2012. The second is a shared system based upon the
traditional consortium model and is known as IMEWE (India-Middle East-Western Europe), having a minimum design capacity of 3.84 Tbps and landing in eight countries. This cable went into service in December 2010.



38



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The Company has also secured IRU capacity in the SEACOM. This system was built under a third party
initiative and the main segment between South Africa and Mumbai, India was put into service in August 2009. The SEACOM system provides direct connectivity from South Africa and Eastern Africa to India, and will provide direct connectivity to Europe.

The Company also has ownership in the SEA-ME-WE 3 consortium cable, a medium capacity undersea optical fiber cable extending from Germany to
Japan and Australia that lands in a total of 33 countries and which carries the Companys voice, data and internet traffic between those countries.

The Company also has ownership in SEA-ME-WE4 a high capacity undersea cable system between France and Singapore which lands in 14 countries in Southeast Asia, the Middle East and Europe. Since going into
service in 2005, this system has been upgraded three times and a fourth upgrade planned.

The Company has ownership in the Asia Pacific Cable
Network 2 (APCN2) consortium cable, a large capacity undersea optical fiber cable ring extending from Singapore to Japan via Hong Kong, the Philippines, South Korea, Taiwan and China which carries some of the Companys voice, data and internet
traffic between those countries.

The Company has also invested in the S3WS (SAT-3 /SAFE/WACS) undersea cable linking India and Malaysia in
the East to Portugal in the West via South Africa. The total length of this link is 28,800 km with a design life of 25 years. The Company operates voice, data and internet circuits on this undersea cable.

As part of its expansion in the Middle East, the Company, through a wholly owned subsidiary, constructed the TGN-Gulf cable system in alliance with
several major telecommunications operators in the Middle East. Work began on the TGN-Gulf cable during October 2009 and was completed in January 2012. The TGN-Gulf cable acts as a gateway to the Tata Global Network connecting the region with
reliable high speed bandwidth to many key global cities.

In order to further meet fast growing bandwidth and diversity requirements from
Africa to Europe and the U.S., the Company has invested in a new submarine cable system between South Africa and Europe, linking Cape Town, South Africa to London, U.K. along with 12 intermediate landings on the west coast of Africa and Europe. The
system known as WACS (West Africa Cable System) went in to service in fiscal 2013. The Company has secured IRU capacity in the PPC-1 (Pipe Pacific Cable 1) cable system that was completed and came in to service in late October 2009. The PPC-1 system
provides direct connectivity from the Companys cable station facility in Guam to Sydney, Australia, and will address the growing needs of Australia for bandwidth and diversity.

The Company also has lesser ownership interests in various undersea consortium cables- the Trans Atlantic-14 cable (connecting the UK, France, Germany and the U.S.), the FLAG Europe-Asia Cable (connecting
Europe and Asia), the Japan-US Cable (connecting the U.S. and Japan), the Americas-2 Cable (connecting Caribbean and Latin American countries), the Columbus-3 cable system (connecting Portugal and the U.S.) and a new Unity Cable between Japan and
the U.S.

Points of Presence (PoPs)

The Company, either on its own or through collaborative arrangements with other carriers, has equipped nodes in the Americas, Europe, the Middle East, Africa and Asia Pacific to provide and support the
Companys suite of products and services globally. Our VPN coverage extends to 64 countries with 177 Global VPN (GVPN) PoPs and Network to Network Interface (NNIs) and, through our VNO capability, the Company extends service to over 194
countries. The Company also has over 220 IP Transit PoPs strategically located in over 30 countries and approximately 6,100 Gigabytes of IP backbone capacity that is spread over 6 continents. The Company is one of the top ten Global Tier 1 Providers
and has one of the top ten Best Connected Networks with 4500 Petabits of internet traffic carried every month.



39



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Property and Plant

In addition to the cables and PoPs described above, the Companys infrastructure includes owned and leased property made up of cable station, colocation, rack and cabinet space in collocation centers
in 20 countries with those material properties detailed below (Note: Telepresence rooms and Partnerships sites are excluded)



|              |  |             |         | 
|------------- |  | ----------- | ------- | 
|              |  | Square feet |        
|Region        |  |             |         | 
|North America |  |             | 894,379 | 
|Europe        |  |             | 378,688 | 
|Asia-Pacific  |  |             | 192,363 | 

The Company also has two large earth station teleports in Canada to operate in the Atlantic and Pacific Ocean regions two
small leased teleports in Denmark to operate in the Indian Ocean region and a satellite in Pennant Point, Canada accessing on the Atlantic region, which is not visible from Laurentides station. From these sites, it currently accesses more than 16
different satellites. Both the Company owned earth stations in Canada have more than 40 satellite antennas on their premise which includes 5 owned by Inmarsat but that are operated by Companys personnel.

Voice Switches

For NLD traffic
in India, the Company operates 12 voice switching facilities. For ILD traffic, the Company operates 16 Voice international switching facilities of which four are located in India, three in the U.S., two in each of Canada and South Africa
(Johannesburg and Cape Town) and one in each of Madrid (Spain), London (U.K.), Frankfurt (Germany), Singapore and Sydney (Australia). All gateways route international traffic (including transit traffic) to and from the domestic telecommunications
network using a combination of terrestrial fiber optic facilities, undersea cable links and satellite transmission facilities.

NGN

The Company has deployed and commissioned an NGN Voice network to cater to its NLD voice business. The infrastructure consists of
soft-switches in Mumbai, Delhi, Chennai and Ernakulam India. The network was commissioned in July 2007 and its usage has now been extended to include international traffic.

Similarly, for its ILD traffic, the Company has deployed NGN Voice soft-switch components for international requirements in twelve locations (Los Angeles, Newark, New York, Montreal, Toronto, London,
Madrid, Frankfurt, Sydney, Singapore, Johannesburg and Cape Town).

India Domestic Bandwidth Media, Access Network and Data Centers

Since 2002, the Company has deployed NLD connectivity with 216 points of presence on 81,790 segment wise STM-1 equivalent bandwidth.
NLD augmentations have been implemented to meet the forecasted growth.

Wireless Access

The Company has deployed a wireless access network across India to address the last-mile access requirements of enterprise businesses. This wireless
access network is based on state of the art WiMAX technology in licensed 3.3 -3.4 GHz band and unlicensed 5.8 GHz band. In all, 2,069 points of presence on wireless media are deployed covering 493 towns and cities within India. With this deployment,
the Company now has an extensive wireless coverage reaching out to customers located deep in the market.

Data Centers

Tata Communications is one of the largest players in the data center business in India, with 11 facilities covering all the major
cities in the country. In addition it operates 30 facilities in key commercial centers around the world. During fiscal 2013, the Company increased its capacity at Singapore TCX data center by about 10,000 square feet. The Company also undertook
expansion projects in India in the cities of Mumbai, Bangalore and Pune and commenced building a new data center in Delhi to meet market growth requirements and added 15,000 square feet of data center space in these cities.



40



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In addition to increasing data center capacity during fiscal 2013, the Company actively focused on offering
public and private cloud services to its customers out of its data centers, besides Managed Hosting and Security Services. The Company today offers a range of Managed Services from its data centers that include colocation services, Managed Hosting
Services, Managed Security Services, Public and Private cloud services. The Companys Board of Directors has, in its meeting held on March 1 2013, approved a proposal to transfer the Companys Indian Internet Data Centre (IDC)
business into a wholly-owned subsidiary on a going concern basis, subject to obtaining approval of the shareholders and creditors of both the companies, and subject to receipt of the necessary approval from relevant regulatory
authorities and from the Bombay High Court. For more details see Item 4Information on the Company History and Development of the Company.

Non-India Domestic Bandwidth Media Carrying Voice, Data and IP Circuits

As of
March 31, 2013, the Company operated a total of 1,666,964 international circuits supporting the Companys voice and data services and products. Of the 1,666,964 international circuits, 1,063,493 circuits were used to support voice
services and products. The remaining 603,471 circuits are a combination of backbone circuits connecting the Companys extensive global data networks to provide data and enterprise voice services.

Satellites

In India, the Company
has three satellite earth stations in operation. The Company operates a total of 15 Switched TDM voice circuits using one of these earth stations in India, resulting in a total of 15 equivalent 64 Kbps satellite channels. The Company also operates
data circuits on these satellites for a total of 4 equivalent 64 Kbps satellite channels. The Company also has three large earth station teleports in Canada and one small leased teleport in Europe. From these sites, it accesses more than 7 different
satellites and also has extra antennas that can operate on different satellites if required.

Neotel (Pty) Ltd

Neotel has its head office located at 144 Old Pretoria Road, Midrand, Johannesburg. Neotel owns this property and uses it for administrative purposes. The
rest of Neotels operations are conducted on leased premises situated throughout South Africa. In South Africa, Neotel operates two of the regions leading data centers, situated in the two main commercial centers, and offers colocation
and managed hosting services for carriers and enterprises. The two data centers jointly offer potential expansion to a total of 86,000 square feet. With over 479 points of presence, the Companys IP core network enables a range of services
which include traditional TDM voice, VoIP, private leased circuits, IP VPN, Internet access, Global Ethernet, data centers, colocation, managed network, managed services, managed hosting, and other IP-related services. The Company has deployed and
commissioned a NGN Voice network to cater to its NLD voice business (wholesale and retail). The NGN infrastructure consists of two soft-switches, one in Johannesburg and one in Cape Town, South Africa. For its ILD traffic, Neotel has integrated its
NGN with the Companys international NGN at two integrations points, Johannesburg and Cape Town. Neotel has one satellite earth station in operation with 8 dishes operating in KU band and C band.

Other Facilities

The
Companys infrastructure includes various facilities used primarily for its various specialized and value-added Enterprise and Internet services. As of March 31, 2013, the Company owned a high capacity underground fiber optic cable across
India, approximately three earth stations, and terrestrial communication links connecting the domestic switches with cable stations and a variety of hardware used in more than 160 cities in India for the Companys 294 IP PoPs in India. As
of March 31, 2013, the Company has a high capacity underground fiber optic cable national network of about 49,000 route kilometers.

Demerger of Surplus Land

Under the
terms of the Share Purchase Agreement (SPA) and Shareholders Agreements (SHA) signed between the GoI and Panatone Finvest Limited (the parties) at the time of disinvestment, it was agreed that certain identified lands
would be demerged into a separate company. It was further agreed that if, for any reason, the Company cannot hive off or demerge the land into a separate entity, alternative courses that were also stipulated in the SHA would be explored. A draft
scheme of demerger was presented to the Board in April 2005, which was forwarded to the GoI with the Boards observations. The Board and the Companys management have also been exploring other alternatives with the GoI and Panatone Finvest
Limited. The Company has been regularly following up the matter with the GoI and has addressed several communications to both the GoI and Panatone Finvest Limited, highlighting the urgency for resolution and also the need for non-debt funding.



41



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The GoI wrote a letter to SEBI on May 28, 2013 in connection with the minimum public shareholding
requirement. In the said letter, while requesting for extension of time by six months for the Company to become compliant with the minimum public shareholding requirement and stated that the agreement for acquisition of 51.12% Shares in Hemisphere
Properties India Limited (HPIL) (which will hold the demerged/surplus land) had been finalized and on execution of the agreement, HPIL will become a GoI Company. The GoI also stated that the scheme of arrangement of demerger of surplus
land would be placed shortly before the boards of the Company and HPIL for ratification.

In June 2013, the GoI vide letter addressed to
Panatone Finvest Limited (Panatone) had communicated that the shareholders agreement and share purchase agreement (collective known as agreements elsewhere in this paragraph) for acquisition of shares in HPIL has been
approved by the Ministry of Communications and Information Technology in the form enclosed with the letter. The letter also stated that the date of execution of these agreements would be finalized in consultation with Panatone in due course of time.
Panatone vide a letter in June 2013 addressed to GoI has sent to the GoI three copies of these agreements signed by Panatone and conveyed that GoI and Panatone would need to deliberate on the manner in which the initial shareholding of HPIL of
50,000 shares should be dealt with and suggested that both the parties should transfer at par value of this shareholding of 50,000 to Tata Communications Limited. In another letter in July 2013 to GoI, Panatone Finvest Limited has enquired with GoI
whether these agreement signed and forwarded to GoI in July 2013 have been counter-signed by relevant GoI authority. Through the said letter Panatone also enquired with GoI as to whom the share certificates and transfer forms should be sent and from
whom in the GoI, Panatone should collect the agreed payment for the shares. It is understood that GoI is yet to revert.

The land identified
under the SHA for demerger at different locations in India measured 773.13 acres. The VSNL Employees Cooperative Housing Society, Chennai (the Society) moved the Honorable Delhi High Court in respect of their long pending issue of the transfer of
32.5 acres of land situated at Padianallur, Chennai, which was part of the identified surplus land. According to the order of the Honorable High Court and as per the advice of the GoI, the said 32.5 acres of land was transferred to the Society was
completed in July 2009. Thereafter, Panatone Finvest Limited has written to the GoI to exclude the 32.5 acres of land so transferred to the Society, from the 773.13 acres mentioned in the SHA as the land identified to be demerged. The current
balance of surplus land is 740.63 acres having a book value of


LOGO
 1.63 million (US$ 0.03 million).

Cyber Security

The Company offers services such as data, voice and managed services, including VoIP solutions, which are vulnerable to cyber security risks not found on
the traditional voice network. These threats include identity theft, unauthorized access, DNS attacks, wireless network attacks, viruses and worms, advanced persistent threat (APT), application centric attacks, peer-to-peer attacks, phishing,
backdoor trojans and DDoS attacks. The Companys corporate network may also be vulnerable to such attacks.

The Company has implemented
various measures to mitigate these cyber security risks, which are briefly described below:

The Company continuously monitors its core
network devices for evidence of DDoS attacks, and mitigates them when detected. We have deployed firewalls and intrusion protection systems (IPSs) at the perimeter of our network to prevent malicious attacks from entering the network through
vulnerable services. Our 24×7 Security Operations Center (SOC) analyzes perimeter defense logs to identify intrusion attempts, and our Security Incident Response Team (SIRT) responds to security incidents reported within the organization and
notifies the relevant stakeholders.

Proxies deployed at our perimeter perform user validation and enable URL filtering to prevent users from
accessing malicious websites, thereby helping to prevent phishing, malware and related threats. The Company uses two-factor authentication to secure outside access to its network though a VPN, and employs anti-virus software which regularly scans
corporate computers for evidence of viruses and worms. We identify risks related to network and application level vulnerabilities by conducting vulnerability assessments and penetration testing, followed by a remediation process. The Company further
carries out risk assessments based on the ISO 27001 standard across the globe to identify and mitigate process gaps.

The Company has deployed
India-centric security controls to comply with DoT security regulations. These controls include intrusion monitoring for network level attacks using a Security Incident and Event Monitoring (SIEM) tool. We retain access logs for core network devices
that contain details such as source and destination IP addresses, user name, and timestamp. The Company also uses standards such as Common Criteria when evaluating and introducing new products and equipment to the network.

Tata Communications Limited 20-F Iran Disclosure, Disclosure Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012
(ITRA)

Under Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 (ITR Act), which added Section 13(r)
to the Securities Exchange Act of 1934, we are required to disclose whether Tata Communications Limited (TCL) or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or certain
designated individuals or entities. Disclosure is required even when the activities were conducted outside the U.S. by non-U.S. entities and even when they were conducted in compliance with applicable law1. Our disclosures for fiscal year ended March 31, 2013 are below.

As noted above, TCC had a contractual relationship with the Telecommunication Infrastructure Company of Iran (TIC). TCL had a
contractual relationship with TIC as well. Both TCL and TCC terminated their contractual relationships with TIC via letters dated January 5, 2013 and January 17, 2013 respectively. Both contract terminations were effective on or before February 5,
2013. As such, the Company believes it has satisfied the requirements for the safe harbor under Section 218 of the ITR Act. Prior to the termination of the contractual relationships, both TCC and TCL had been involved in long-term relationships with
TIC, and its former parent company the Telecommunications Company of Iran (TCI). The history of these relationships dates back decades, as the companies or their predecessors have been primary telephone operators in the international
long distance market in their respective countries. On November 20, 2007, the Company was advised, pursuant to a general notification issued by TCI, of its pending reorganization and privatization by the Iranian government and that since the
ownership of Iranian International Switching Center has been transferred to the state-run TIC, all telecommunication activities such as Total Accounting Rate (TAR), Hubbing Services, Signaling Services will be performed by TIC.

Prior to this privatization, TIC was a wholly owned subsidiary of TCI. As of the privatization in 2008, TIC has operated and continues to operate as part
of the Iranian Ministry of Information and Communications Technologies.

The contract between TCC and TIC (the TCC/TIC contract)
involved the provision of fixed and mobile voice services, including IDDD (International Direct Distance Dialing), HCD (Home Country Direct), ITFS (International Toll Free Service), Operator and ISDN (Integrated Services Digital Network) traffic.
The contract, a Total Accounting Rate (TAR) Agreement, sets out differential rates based on the volume of the bilateral voice termination traffic, i.e., from TCC to TIC and from TIC to TCC, and it covered all countries, except for India.
The contract between TCL and TIC (the TCL/TIC contract) only pertained to the exchange of international voice traffic between India and Iran.

On November 11, 2011, the Government of Canada issued new sanctions against Iran under its Special Economic Measures Act (the Canadian Iran Regulations). Of relevance to the TCC/TIC
relationship, the new sanctions contain explicit prohibitions on the provision of financial services: (i) to any person in Iran; (ii) from any person in Iran; (iii) for the benefit of any person in Iran; or (iv) on the direction or order of any
person in Iran2. The Canadian Iran Regulations contain
grandfathering provisions that exempt from this prohibition those financial services required to be provided further to contracts entered into before November 22, 20113. The TAR Agreement at issue with TIC was last amended on August 30, 2011, prior to the grandfathering date of November
22, 2011.

On September 17, 2012, TCC sought permission from the Canadian regulator, the Minister of Foreign Affairs, to be allowed the
opportunity to obtain payment from TIC for telecommunications services rendered up to the end of 2012 . TCC stated that while it believed that the contract with TIC, since it was entered into prior to November 21, 2011, was exempt from the
restriction on conducting financial services with entities in Iran, it was making this filing out of an abundance of caution.



|1 | 31 CFR § 560.508 ([A]ll transactions of common carriers incident to the receipt or transmission of telecommunications and mail between the United States and
Iran are authorized.) This telecommunications exception to the Iranian Transactions Regulations and Sanctions, as amended, authorizes the provision of telecommunications services between the US and Iran without an OFAC license.
Additionally, as part of the Foreign Relations Authorization Act, Fiscal Years 1994 and 1995, Congress amended Section 203(b) of International Emergency Economic Powers Act (IEEPA) to incorporate the so-called Berman Amendment, which in
this context would permit U.S. companies or their foreign subsidiaries to provide telecommunications services between foreign countries and Iran without obtaining a license from OFAC. See 50 USC § 1702(b).
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2 | See s. 5(d) of Canadas Special Economic Measures (Iran) Regulations.
|- | ---------------------------------------------------------------------

|3 | See s. 5(d)(i) of Canadas Special Economic Measures (Iran) Regulations.
|- | ------------------------------------------------------------------------



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On October 17, 2012, the Minister of Foreign Affairs, in a letter ruling, deemed that a permit was not
required for TCC to obtain payment from TIC. Since TIC still had a substantial balance due to TCC, TCC attempted to secure payment of this balance from TIC. These efforts resulted in TCC waiting until February 5, 2013 to terminate services to TIC,
but those collection efforts did not prove to be successful. As described above, both TCC and TCL terminated services to TIC on or before February 5, 2013.

During the fiscal year ended March 31, 2013, gross revenues and net profits attributable to the TCC/TIC agreement, for TCC as a customer of TIC services,4were, US$ 94,570 and US$ 22,788 respectively. During the fiscal year
ended March 31, 2013, gross revenues and net profits attributable to the TCC/TIC agreement, for TCC as a supplier of services to TIC, were, US$ 41 and (US$ 65) respectively. During the fiscal year ended March 31, 2013, gross revenues and net profits
attributable to the TCL/TIC agreement, were, US$ 331,954 and US$ 115 respectively.

To our knowledge, none of the services provided by the
Company to Iran described in this section have been used by the Government of Iran to commit serious human rights abuses against the people of Iran. Moreover, the services provided by the Company to Iran are specifically authorized under the Iranian
Transactions and Sanctions Regulations or the Berman Amendment. Finally, the limited magnitude of the revenue amounts supports the conclusion that the sums involved would not likely have been significant enough to be used by the Government of Iran
to fund human rights abuses.

ITEM 4 A. UNRESOLVED STAFF COMMENTS

None.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion of the results of operations for the fiscal years ended 2011, 2012 and 2013 and the financial condition of the Company as at March 31, 2012 and 2013 should be read in
conjunction with the audited consolidated financial statements of the Company and the notes thereto included in this Annual Report prepared in accordance with US GAAP. The Companys fiscal year ends on March 31 of each year, and therefore
all references to a particular fiscal year are to the twelve months ended March 31 of such year.

Introduction

The Company is a facilities-based service provider of a broad range of integrated communications services. The Company generates revenue from three
business segments: GVS, GDMS and South Africa Operations.

Global Voice Solutions

The Company is one of the worlds largest ILD voice players with an approximately 19% market share. The Company owns and operates international
networks with coverage in more than 200 countries and territories and maintains direct and bilateral relationships with leading international voice telecommunication providers. Traffic in and out of India continues to represent a significant portion
of the Companys ILD Voice segment and the Company is a market leader in terms of the volume of inbound termination of calls to India. In fiscal 2013, the Company carried more than 53.7 billion minutes of ILD voice traffic and more than 8.3
billion minutes of NLD voice traffic.

Over the past several years, the global voice market has experienced an increase in traffic volumes as
a result of significant growth in telephone density in developing countries and high growth rates in the number of cellular subscribers worldwide. However, during recent years the volume growth has stabilized around 4% to 5% due to alternative
methods of communications options available to consumers.

In India, where the Company is a significant player in ILD voice services market,
the telecom market is growing rapidly and is expected to be more than 92 billion minutes by fiscal year 2016 compared with 83 billion minutes in fiscal 2013. According to the latest figures from TRAI, as of March 31, 2013, Indias mobile
subscriber base stood at 861 million as on March 31 2013, having declined by 6% from 919.17 million as of March 31, 2012, while the fixed-line subscriber base declined by 6% from 32.17 million as of March 31, 2012, to
30.36 million as of March 31, 2013. The broadband subscriber base reached 15 million as of March 31, 2013 having increased by 9% from 13.79 million as of March 31, 2012. In summary, the telecom landscape continues to
evolve and operators such as our Company will have to constantly transform themselves to remain competitive by addressing new market segments.

The ILD and NLD voice markets continue to be businesses of scale, with constant pressure on prices and margins. The economic downturn has further
increased the pressure on prices for international voice calls. Alternate services, including OTTs such as Skype and Google, are growing in popularity and have added to this pressure. Mobile communications continue to grow in relation to fixed voice
and there is an increasing use of Voice over Internet Protocol (VoIP) in providing new services evolving in the market.

Emerging technology
trends and evolving user applications are the driving force of the Companys new solutions and services to address the challenges and needs of retail service providers such as Mobile, Cable operators and OTTs. To address the new age of
communications and challenges of target customers, the Company is focused on developing solution catering to specific customer segments.

The
Company is focused on emerging markets in the Middle East, Africa and Asia region to address the growing needs of new and upcoming Retail Service Providers (RSPs) to adopt Next generation services, by offering infrastructure services under the name
of Voice Business Applications. A major focus is to build a long-term partnership with the customers, by offering solutions to address their margin pressure as well as incremental revenue generating opportunities by cross leveraging other Business
Units solutions into the wholesale segment.



|4 | TCC both supplied traffic for termination to TIC and received traffic for termination from TIC therefore it was both a customer and supplier of services.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------



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The need for profitability in a largely commoditized market is making operators seek both scale and
efficiency in their operations. Apart from driving consolidation, this could also create new business models based on greater collaboration between operators, which we believe the Company is well positioned to benefit from.

Global Data and Managed Services

The Indian GDMS segment has been growing at a very healthy rate. This growth is driven by two factors. Firstly, Indian businesses are increasingly
adopting IT and networking technology to improve productivity and create competitive advantage. Secondly, since Indian business is growing globally and international companies are increasing their Indian presence, there is an associated need for
greater connectivity to and within India. Banking and financial services, information technology and business process outsourcing/call centers are some examples of high growth sectors in the country.

Internationally, increasing costs of capital have resulted in the delay and cancellation of private data center facilities, driving more purchases of
data center colocation and hosted computing services from external service providers. The Company is one of the largest players in the data center business in India. In September 2010, the Company also announced the opening of its state-of-the-art
TCX data center in Singapore, built to meet the growing IT outsourcing needs of enterprises in Asia Pacific. It has a total of 66,000 square feet of data center space and provides increased capacity for both domestic and international firms,
bringing cost and resource efficiencies as well as greater IT service availability and performance. The Companys global and India managed hosting services are aggressively supporting this direction. Along with managed hosting there is an
increasing trend on global as well as Indian enterprises to outsource telecom services on a managed basis. The Company has over the years developed other managed services like managed security services, Telepresence and Infrastructure as
a Service which enables the Company to capitalize on these emerging trends in the enterprise space. These managed services also enable enterprises to reduce costs of in-house telecom teams and at the same time enable the Company to capture a higher
portion of the overall telecom spend of enterprises.

The Company endeavors to continuously develop new products and
services to enhance value for its customers. With this in mind, in fiscal 2011 the Company made certain investments in the cloud computing, media and entertainment spaces. In the media and entertainment space, in 2008, the Company entered into a
strategic alliance with an award-winning content delivery network (CDN) company, BitGravity. In February 2011, the Company completed its acquisition of a majority interest in BitGravity. This acquisition strongly complements the Companys
global media and enterprise strategy by a complete solution mixhosting, storage, security and now end to end delivery. The addition of BitGravitys product portfolio and its employee skill set further accelerates the delivery of new
features and services to the Companys customers. The Company has also made investments in the cloud computing space to deliver self-service, pay-as-you-use IT application and data center infrastructure services, accessed through the Internet
with the launch in fiscal 2011 of its cloud offeringsInstaComputeTMin India and Singapore. InstaComputeTMis an IaaS offering that is secure, elastic and on-demand. Computing and storage resources are delivered to businesses over the Companys IP backbone and MPLS networks, as and when they need them.
The Company plans to extend these offerings to Europe, the U.S. and South Africa. The Company has also combined its next generation managed security solutions with superior Internet leased line products, and launched its Internet Clean Pipe Solution
for small and medium business segments.

As part of Companys Media Management services, it provides Media Management Solution Suite that
enables the collaboration, storage and transformation of media content amongst the players in the media ecosystem. Media Management is an evolution of the earlier Mosaic concept wherein the company has defocussed from coding or creating new
platforms and instead focused on technology partnerships to create services. The Media Movement portfolio focusses on movement of live or file based content globally. Video connect is the flagship product of Media movement solution suite which
focusses on live broadcast contribution and distribution feeds.

The global data market is undergoing rapid changes. With the growing need for
bandwidth around the world, there continues to be growth in the demand for submarine cable capacity. The Company also announced the completion of two major cable projectsTGN-Eurasia, connecting India to Europe, and TGN-Gulf, connecting five
Middle Eastern countries to the Companys global network. TGN-Eurasia also completes the Companys fully owned fiber ring around the world. Tata Communications is one of the worlds leading carriers of Internet traffic and is a global
Tier 1 IP provider with an over six Terabit per second (Tbps) meshed network built on 10G backbones. Traffic on the IP-transit network grew by 40% over the past year. Availability of large capacity in line with market growth and diversity to provide
continuity of services in the event of cable cuts due to acts of man or nature continues to be an important driver of this growth. The addition of these new cables presents both investment opportunities as well as downward price challenges.



44



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The global enterprise market has seen growing demand for network services, data center services, and
value-added services. While the global recession has caused delays in decision-making and deferred procurement by some customer segments, information and communications technology investments by enterprises broadly continues to grow. This is
motivated by the need for better engagement and service levels with their own customers, the need for higher velocity and flexibility in business, and the growth of global supply chains and markets. Industry leaders are more sharply focused on
increasing the ratio of IT budgets that are applied to competitive advantage and innovation versus basic services and compliance. Though the global enterprise market has slowly and steadily emerged from the economic recession, the focus of most CIOs
still remains on cost saving IT and telecom solutions.

Also over the past five years the Company has focused on creating its competitive
differentiator in emerging markets. Leveraging its strong base in one of the fastest growing emerging markets of India, the Company has further expanded its presence in other emerging markets like the Middle East, South Africa and parts of
Asia. Increasing commerce between developed countries and emerging markets in the post slow down era has resulted in an increased need for telecom connectivity to and from emerging markets. The Company is thus in a competitive position to serve the
needs of enterprises to and from emerging markets and going ahead the Company expects to continue investing in emerging markets to further strengthen its position. The Companys future commitments to its initiatives in emerging markets,
including its interest in Neotel, are expected to have a positive impact on its financial results and condition going forward. The Company regularly monitors the additional funding requirements in all its markets, including emerging markets. The
Company believes that it has the ability to meet all its expected requirements appropriately, duly complying with its debt covenants, as applicable.

South Africa Operations

South Africa Operations are carried out by the
Companys subsidiary Neotel, which offers wholesale international voice and data transit, enterprise business solution services for the wholesale and corporate market and telephony and data services for retail customers in South Africa. The
South African fixed line telecom market is currently valued at US$ 6.2 billion and is projected to grow to US$ 8 billion by 2017, as per the market survey indicators provided by the BMI-T (Business Market Intelligence TechKnowledge) Group. Neotel
was set up as South Africas Second National Operator in 2005-2006. The Company was selected by the South African Government as a strategic partner to participate in the South African telecom market with 26% effective stake and provide best
practice, cost effective telecommunication solutions to South African businesses and consumers through the use of innovative technologies. The Company has been increasing its stake in Neotel and held 67.32% as of March 31, 2013. Neotel is South
Africas first converged, voice and data communications network operator. It provides a range of value-added voice and data services for businesses, wholesale network operators and providers and consumers using its pure-IP Next Generation
Network, powered by Neotels high-performance fiber optic backbone. Neotel connects the major centers in South Africa to each other and to the world, directly linking the country to the Companys global Tier 1 network.

New Growth Opportunities

TCTSL

With the increasing need for reducing costs, several carriers around the world are looking to rationalize costs and relocate some of
their business processes. They are also looking to improve operating efficiencies and network/infrastructure productivity. Leveraging its operating expertise across a wide variety of technology platforms as well as its global experience in different
developed and emerging markets around the world, and its relationships with these carriers, the Company is seeking to cater to this need. This initiative is being implemented through Tata Communications Transformation Services Limited
(TCTSL), a wholly-owned subsidiary in India. Through its world-class delivery centers in Pune and in Chennai, TCTSL provides business transformation, telecom BPO and consultancy services to telecommunications carriers around the world.
TCTSL delivers solutions for all stages of the carrier processes and operations, such as network engineering, design, implementation and operations. TCTSL operations are totally independent, ensuring full confidentiality in managing the business
processes of its customers. TCTSL employs approximately 1,360 people.



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TCPSL

In order to capture emerging opportunities in the banking and financial services sectors, the Company formed Tata Communications Banking InfraSolutions Limited (TCBIL) in February 2008, as its
wholly-owned subsidiary. During fiscal 2013, TCBIL has undergone a name change and is now called Tata Communications Payment Solutions Limited (TCPSL). With a highly experienced team of professionals from the banking and financial
services industry, TCPSL commenced commercial operations in April 2009. TCPSL provides infrastructure solutions to the banking industry, including services relating to establishing and operating Automated Teller Machines (ATMs), Electronic
Transaction Processing Solutions (ETPS), Check Truncation Services (CTS), and Core Banking Solutions (CBS). During fiscal 2013, TCPSL reached the milestone of managing over 13,000 ATMs, making it one of the largest players in this growing market in
India. In August 2012, TCPSL signed a milestone contract to deploy and manage nearly 14000 ATMs for all public sector banks across various states in India. In May 2013, TCPSL became the first company to receive The Reserve Bank of India (RBI)
approval to set up and operate white-label ATMs (WLAs) in India. White-label ATMs are automated teller machines operated and managed by entities that are not banks and can be used by the customers of all banks.

Other Acquisitions

As discussed above
and elsewhere in this Form 20-F, the Company has completed several acquisitions. See Item-4 Information on the Company History and Development of the Company. The Company sees a growing proportion of its revenues from its international
operations and these acquisitions can and will have a significant impact on this trend.

Operating Results

Fiscal Year 2013 Compared to Fiscal Year 2012

The following table sets forth information regarding the Companys net income for the fiscal years ended March 31, 2012 and 2013:



|                                                           |  |                   |          |   |              |  |        |                      |  |  |                      |   |  |              |        |   |                  |  |        |   |  |  |        |   |  |  |         |  
|---------------------------------------------------------- |  | ----------------- | -------- | - | ------------ |  | ------ | -------------------- |  |  | -------------------- | - |  | ------------ | ------ | - | ---------------- |  | ------ | - |  |  | ------ | - |  |  | ------- | -
|                                                           |  | 2012              |          |   | 2013         |  |        | Increase /(Decrease) |  |  | Increase /(Decrease) |  
|                                                           |  | LOGO(in millions) |          |   | % ofrevenues |  |        | LOGO(in millions)    |  |  | US$(in million)      |   |  | % ofrevenues |        |   | LOGO(in million) |  |        | % | 
|Operating Revenues                                         |  |                   | 139,885  |   |              |  | 100.00 |                      |  |  | 171,800              |   |  |              | 3,151  |   |                  |  | 100.00 |   |  |  | 31,915 |   |  |  | 22.82   |  
|Cost of Revenues and Other Operating costs                 |  |                   | (139,327 | ) |              |  | 99.60  |                      |  |  | (172,029             | ) |  |              | (3,156 | ) |                  |  | 100.13 |   |  |  | 32,702 |   |  |  | 23.47   |  
|Non-operating income/(expense), net                        |  |                   | 4,678    |   |              |  | 3.34   |                      |  |  | (4,864               | ) |  |              | (89    | ) |                  |  | 2.83   |   |  |  | 9,542  |   |  |  | 203.98  |  
|Income tax (expense) / benefit                             |  |                   | (5,138   | ) |              |  | 3.67   |                      |  |  | (2,028               | ) |  |              | (37    | ) |                  |  | 1.18   |   |  |  | (3,110 | ) |  |  | (60.53  | )
|Dividend tax                                               |  |                   | (92      | ) |              |  | 0.07   |                      |  |  | (92                  | ) |  |              | (2     | ) |                  |  | 0.05   |   |  |  |       |   |  |  |        |  
|Share in net loss of equity method investees               |  |                   | (944     | ) |              |  | 0.67   |                      |  |  | (234                 | ) |  |              | (4     | ) |                  |  | 0.14   |   |  |  | (710   | ) |  |  | (75.21  | )
|Net income/(loss) attributable to non-controlling interest |  |                   | 4,250    |   |              |  | 3.04   |                      |  |  | 1,152                |   |  |              | 21     |   |                  |  | 0.67   |   |  |  | (3,098 | ) |  |  | (72.89  | )
|Net income (loss)                                          |  |                   | 3,312    |   |              |  | 2.37   |                      |  |  | (6,295               | ) |  |              | (116   | ) |                  |  | 3.66   |   |  |  | (9,607 | ) |  |  | (290.06 | )



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Revenue

The following table sets forth information regarding the Companys revenues for the fiscal years ended March 31, 2012 and 2013:



|                                          |  |                   |         |  |                   |  |         |                      |  |  |                      |  |  |   |        |   |  |  |       |  
|----------------------------------------- |  | ----------------- | ------- |  | ----------------- |  | ------- | -------------------- |  |  | -------------------- |  |  | - | ------ | - |  |  | ----- | -
|                                          |  | 2012              |         |  | 2013              |  |         | Increase /(Decrease) |  |  | Increase /(Decrease) | 
|                                          |  | LOGO(in millions) |         |  | LOGO(in millions) |  |         | US$(in millions)     |  |  | LOGO(in millions)    |  |  | % |       
|Telephone:                                |  |                   |         |  |                   |  |         |                      |  |  |                      |  |  |   |        |   |  |  |       |  
|ILD and related products                  |  |                   | 65,261  |  |                   |  | 82,779  |                      |  |  | 1,518                |  |  |   | 17,518 |   |  |  | 26.84 |  
|NLD                                       |  |                   | 2,980   |  |                   |  | 2,756   |                      |  |  | 51                   |  |  |   | (224   | ) |  |  | (7.52 | )
|Corporate data transmission:              |  |                   |         |  |                   |  |         |                      |  |  |                      |  |  |   |        |   |  |  |       |  
|Leased circuits and IRUs                  |  |                   | 13,015  |  |                   |  | 16,446  |                      |  |  | 301                  |  |  |   | 3,431  |   |  |  | 26.36 |  
|Internet leased lines                     |  |                   | 5,898   |  |                   |  | 7,265   |                      |  |  | 133                  |  |  |   | 1,367  |   |  |  | 23.18 |  
|Internet (including Corporate IP Transit) |  |                   | 6,170   |  |                   |  | 7,011   |                      |  |  | 129                  |  |  |   | 841    |   |  |  | 13.63 |  
|Internet Data Center                      |  |                   | 3,503   |  |                   |  | 3,781   |                      |  |  | 69                   |  |  |   | 278    |   |  |  | 7.94  |  
|South Africa Operations                   |  |                   | 14,967  |  |                   |  | 18,848  |                      |  |  | 346                  |  |  |   | 3,881  |   |  |  | 25.93 |  
|Other                                     |  |                   | 28,091  |  |                   |  | 32,914  |                      |  |  | 604                  |  |  |   | 4,823  |   |  |  | 17.17 |  
|Total                                     |  |                   | 139,885 |  |                   |  | 171,800 |                      |  |  | 3,151                |  |  |   | 31,915 |   |  |  | 22.82 |  

Telephone

ILD Revenue

ILD with related products constitutes the single largest revenue stream of the
Company with 48.18% and 46.65 % of revenues in fiscal years 2013 and 2012, respectively. Globally, during fiscal 2013, there were further reductions in tariff and interconnect rates, increasing the downward pressure on margins and revenues.
However, this downward pressure was counterbalanced by traffic volumes continuing to increase. Globally, the Company continues to focus on increasing volumes and thus revenues, while cutting costs to improve margins. During fiscal 2013, globally,
Tata Communications carried over 53.7 billion minutes of international voice traffic, a growth of about 15% over the previous fiscal year. Traffic to and from India has grown from about 17 billion minutes in fiscal 2012 to about 22 billion minutes
in fiscal 2013 and was a significant contributor for the increase in revenues. Increasing competition is expected to shrink the Companys addressable market and hence affect this business adversely. Management believes that the Companys
scale, global reach, innovative solutions, expertise and strong business relationships give it the capability to compete successfully in this space.

The Companys strategic solution offers enable providers to leverage the Companys scale and routing expertise while reducing their exposure in the low-margin, high-risk international voice
termination business. Company has successfully deployed solutions to address specific needs of market segments, resulting in increased share of sticky voice traffic on yearly basis. The Company is uniquely positioned to be the pioneer in solutions
segment, as none of the competing wholesale carriers have a comparable product portfolio in this segment. The Company is also focused on developing a wholesale version of some of the successful enterprise business unit solutions to enable the
customers to offer white label solutions in their home market.

NLD Revenue

NLD is a revenue stream that is generated by the Companys India operations. NLD volumes decreased by 2% in fiscal 2013 over fiscal 2012. Due to the shrinking addressable market revenues decreased by
7.52% in fiscal 2013 due to a decrease in net revenue per minute along with a reduction in volumes. New telecom licensees rolled out their services in fiscal 2012 resulting in the addressable market for the Company shrinking further. Gross revenues
per minute decreased to LOGO 0.33 (US$ 0.006) in fiscal 2013 as compared to LOGO 0.35 in fiscal 2012 due to price erosion across the telecom industry.



47



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Increased competition through the issue of new NLD licenses by DoT in past years, along with other
regulatory initiatives, has reduced the gap between NLD and local tariffs. The Company has a strong network infrastructure and interconnect agreements with all basic and cellular mobile service operators in India to carry NLD traffic to and from
their networks. However, the Company is dependent on getting traffic from these access providers, many of whom have already acquired their own NLD licenses. While increased competition in the long distance space affects our business, it also opens
up opportunities to share the Companys network infrastructure with new licensees. DoT permitted sharing of active infrastructure in fiscal 2011. The National Telecom Policy announced in 2012 will open up greater opportunity for the Company to
expand the addressable market, but the timeline for implementing the same is ambiguous at the moment.

Corporate Data Transmission

Leased Circuits and IRU Revenue

Revenue from leased circuits (international and national) and IRUs, which form a substantial part of the revenue generated by our GDMS segment, increased from LOGO 13,015 million in fiscal 2012 to LOGO 16,446 million (US$ 301 million) in fiscal 2013. The increase was predominantly due to growth in revenues from other service providers and the addition of new circuits. These services contributed
approximately 9.57% and 9.30 % in fiscals 2013 and 2012, respectively, of the Companys total revenues.

Internet Leased Lines
Revenue

Revenues from Internet leased lines increased from LOGO 5,898 million in fiscal 2012 as compared to LOGO 7,265 million (US$ 133 million) in fiscal 2013. The increase was predominantly due to growth in revenues from enterprise customers and the addition of new circuits.

Internet Revenue

Internet revenues
increased from LOGO 6,170 million in fiscal 2012 as compared to LOGO 7,011 million (US$ 129 million) in fiscal 2013. Internet revenues include revenues from retail dial-up and broadband services offered by the Company in India and corporate IP transit services offered by
the Company across the globe. Corporate IP transit services revenues increased to approximately LOGO 5,930 million (US$ 109 million) in fiscal 2013 from LOGO 5,591 million in fiscal 2012 mainly due to the Rupee weakening against the Dollar during fiscal 2013 as all the revenue is in USD.

Broadband revenues have decreased to LOGO 1,026 million (US$ 19 million) in fiscal 2013 from LOGO 1,312 million in fiscal 2012 as there was more churn of broadband retail customers due to a focus on broadband services to small and medium businesses across India. The Company continues to focus on broadband
services to small and medium businesses across India and plans to strengthen its product, delivery and customer service in this domain. The tariffs in the broadband business will continue to be under pressure due to increased competition in this
space.

Internet Data Center

Internet data center revenues have grown to LOGO 3,781 million (US$ 69 million) in fiscal 2013 from LOGO 3,503 million in fiscal 2012 mainly due to an increase in the Companys data center capacity globally and increased sales to customers.



48



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South Africa Operations

Our South Africa Operations revenue stream is generated by Neotel. It contributed 10.97% of the Companys total revenue in fiscal 2013. Revenue for fiscal 2012 represents revenue from May 30, 2011.
Neotel offers communication services to the wholesale, enterprise and consumer segments in South Africa and runs South Africas first next generation network and the countrys first CDMA network. Neotel had approximately 4,150 business
customers and 161,000 retail customers at the end of fiscal 2013.

Other Revenue

Other revenue increased from LOGO 28,091 million in fiscal 2012 as compared to LOGO 32,914 million (US$ 604 million) in fiscal 2013 mainly due to an increase in revenues of VPN, Global roaming, Ethernet, hosting and O&M services and Frame Relay and MDNS services. VPN revenues have
grown to LOGO 4,984 million (US$ 91 million) in fiscal 2013 from LOGO 4,212 million in fiscal 2012. Global roaming services contributed LOGO 4,543 million (US$ 83 million) in fiscal 2013 as against LOGO 4,194 million in fiscal 2012. Hosting, Ethernet, TV uplinking and O&M revenue contributed LOGO 7,936 million (US$ 146 million) in fiscal 2013 as against LOGO 6,389 million in fiscal 2012. Revenue from frame relay and MDNS services were


LOGO
 414 million and


LOGO
 528 million (US$ 10 million) for fiscal 2012 and 2013, respectively due to higher revenues from existing customers. Revenue from these services accounted for 19.16% of the Companys total revenue in
fiscal 2013 as compared to 20.08 % in fiscal 2012.

Operating Costs

The following table sets forth information regarding the Companys operating costs for the fiscal years ended March 31, 2012 and 2013.



|                                                              |  |                   |         |  |                   |  |         |                      |  |  |                      |  |  |   |        |   |  |  |        |  
|------------------------------------------------------------- |  | ----------------- | ------- |  | ----------------- |  | ------- | -------------------- |  |  | -------------------- |  |  | - | ------ | - |  |  | ------ | -
|                                                              |  | 2012              |         |  | 2013              |  |         | Increase /(Decrease) |  |  | Increase /(Decrease) | 
|                                                              |  | LOGO(in millions) |         |  | LOGO(in millions) |  |         | US$(in millions)     |  |  | LOGO(in millions)    |  |  | % |       
|Network and transmission costs                                |  |                   |         |  |                   |  |         |                      |  |  |                      |  |  |   |        |   |  |  |        |  
|Interconnect charges                                          |  |                   | 74,018  |  |                   |  | 91,680  |                      |  |  | 1,682                |  |  |   | 17,662 |   |  |  | 23.86  |  
|Rent of landlines                                             |  |                   | 144     |  |                   |  | 111     |                      |  |  | 2                    |  |  |   | (33    | ) |  |  | (22.92 | )
|Space segment utilization charges                             |  |                   | 111     |  |                   |  | 18      |                      |  |  | 0                    |  |  |   | (93    | ) |  |  | (83.78 | )
|Other transmission costs                                      |  |                   | 2,644   |  |                   |  | 3,107   |                      |  |  | 57                   |  |  |   | 463    |   |  |  | 17.51  |  
|Total                                                         |  |                   | 76,917  |  |                   |  | 94,916  |                      |  |  | 1,741                |  |  |   | 17,999 |   |  |  | 23.40  |  
|License fees                                                  |  |                   | 928     |  |                   |  | 1,387   |                      |  |  | 25                   |  |  |   | 459    |   |  |  | 49.46  |  
|Other operating costs including depreciation and amortization |  |                   | 61,482  |  |                   |  | 75,726  |                      |  |  | 1,390                |  |  |   | 14,244 |   |  |  | 23.17  |  
|Total operating costs                                         |  |                   | 139,327 |  |                   |  | 172,029 |                      |  |  | 3,156                |  |  |   | 32,702 |   |  |  | 23.47  |  

Network and Transmission Costs

Network and transmission costs increased by 23.40% in fiscal 2013 over fiscal 2012 primarily due to increase in ILD traffic. As a percentage of revenue, network and transmission costs increased to 55.25%
in fiscal 2013 from 54.99 % in fiscal 2012.

Interconnect charges increased by 23.86% in fiscal 2013 over fiscal 2012. As a percentage of
revenue, interconnect charges increased from approximately 52.91 % in fiscal 2012 to 53.36% in fiscal 2013. The increase in fiscal 2013 was mainly due to the growth in ILD traffic. The Company operates in global markets where the pricing of its
products and services is extremely competitive, impacting the cost to revenue ratio.

In fiscal 2013, rent of landlines decreased by 22.92%
over fiscal 2012. As a percentage of revenue, rent of landlines decreased from 0.10% in fiscal 2012 to 0.06% in fiscal 2013. The decrease was due to reduction in off-net charges because of a decrease in average cost per E1 (2MBPS circuits) leased by
the Company (


LOGO 3,292 per E1in fiscal 2013 as against LOGO 4,966 per E1 in fiscal 2012).



49



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The Company continues to rationalize its space segment utilization charges by surrendering surplus capacity
and utilizing its fiber optic cable infrastructure for carrying voice and data traffic. The space segment utilization charges have decreased by 83.78% in fiscal 2013 as against a decrease of 45.85 % in fiscal 2012. As a percentage of revenue,
space segment utilization charges decreased from 0.08 % in fiscal 2012 to 0.01% in fiscal 2013 due to such cost rationalization.

License Fees

The license fee payable by
the Company to DoT is 7% (6% for April-June-2012) of adjusted gross revenues (AGR). The GoI defines AGR as gross call revenues less access charges actually paid to other carriers for carrying calls less service and sales taxes paid to the
GoI. As explained in Item 4 above, we have certain disputes with the GoI over the calculation of AGR and therefore of license fees. The total amounts paid for ILD, NLD and ISP license fees for fiscals 2013 and 2012 were LOGO 1,387 million (US$ 25 million) and LOGO 928 million, respectively. However, from April 1, 2013, DoT has increased the fees for ILD, ISP (IT) & NLD licenses from 7 % to 8%. License fee rates under ISP licenses have been fixed at 4%
from July 1, 2012 and 8% from April 1, 2013.

As part of the compensation to the Company for the early termination of its exclusivity in
providing ILD services, the GoI provided that the Company would be refunded 10% of the license fees it paid towards NLD services for the first five years (i.e., from fiscal 2002 to fiscal 2006). Accordingly, the Company has taken a net
charge of 5% of the revenues from NLD services in its financial statements and recorded a receivable from the Government of 10% of the license fees for that period. Out of the total claim of LOGO 802.80 million, LOGO 793.10 million was reimbursed by DoT. The balance of the claim of LOGO 9.70 million is pending with DoT. The Company has requested that DoT refund the balance of the claim.

Other Operating Costs

Other operating costs increased by 23.17% in fiscal 2013 over fiscal
2012. The increase in other operating cost in fiscal 2013 was primarily due to organizational growth and certain initiatives taken by the Company to enhance its long term efficiency. As a percentage of revenue, total other operating costs increased
from 43.95 % in fiscal 2012 to 44.08% in fiscal 2013. Details of some of the components of other operating costs were as follows:



| |  |  | Depreciation and amortization charges increased from LOGO 18,329 million in fiscal 2012 to LOGO 20,557 (US$ 378 million) in fiscal 2013 primarily due to capitalization of undersea cables. In fiscal 2013, the Company and its subsidiary (Tata Communications International Pte Ltd.) has reassessed the
useful economic life of undersea cables and has revised the useful life of undersea cables from 15 years to 20 years and batteries from 8/12 years to 4 years. The change in useful lives mainly relates to undersea cables because of technological
advancement of certain equipment enabling the existing undersea cable carry higher capacity traffic for additional period of time. This has resulted in lower depreciation charge of LOGO 1,020 million (US$ 19 million) (net) for the year. Net additions in property, plant and equipment (PP&E) and intangible assets decreased from LOGO 64,735 million during fiscal 2012 to LOGO 23,635 million (US$ 434 million) during fiscal 2013. The effective rate of depreciation on PP&E was 8.27 % and 8.25% in fiscal 2012 and fiscal 2013, respectively. Because of the investments
in undersea cable assets, rollout of networks and other PP&E, the Company expects its depreciation charge to increase in the foreseeable future.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Manpower costs constituted about 32.69% and 34.41% of other operating costs in fiscal 2013 and fiscal 2012, respectively. These costs increased by
17.64% in fiscal 2013 as against an increase of 27.54 % in fiscal 2012. The increase in fiscal 2013 was primarily due to increments given during the year and a one time expense amounting to LOGO 854 million (US$ 16 million) on account of around 300 positions in the Company becoming redundant due to certain organizational changes to align to the Companys current and prospective business
requirements. As of March 31, 2013, the Company had a total of 7,673 employees, of which 5,453 employees (71.07%) were based in India. Outsourced manpower costs increased by 26.32% from LOGO 1,882 million in fiscal 2012 to LOGO 2,378 million (US$ 44 million) in fiscal 2013. Outsourced manpower costs constituted about 3.14% and 3.08% of other operating costs in fiscal 2013 and fiscal 2012.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Repairs and maintenance costs constituted about 11.28 % and 10.78 % of other operating costs in fiscal 2013 and fiscal 2012, respectively.
These costs increased by 29.64% in fiscal 2013 as against increase of 35.45 % in fiscal 2012. Increase in fiscal 2013 is mainly due to increase in repairs & maintenance charges on plant and machinery.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Legal and professional fees constituted 1.94% and 1.94% of other operating costs in fiscal 2013 and fiscal 2012, respectively. These costs increased by
23.88% in fiscal 2013 as against increase by 101.14 % in fiscal 2012. In fiscal 2012 the amount was higher as the Company increased its operations outside India, incurred charges for various advisory services. In fiscal 2013, legal and
professional charges have increased mainly on account of additional cost incurred on issue of bonds on the Singapore stock exchange and new contracts entered in to by the Company.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



50



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Non-Operating Income /Expense

The following table sets forth information regarding the Companys non-operating income for the fiscal years ended March 31, 2012 and 2013:



|                                                          |  |                   |        |   |                   |  |        |                      |  |  |                      |   |  |   |         |   |  |  |          |  
|--------------------------------------------------------- |  | ----------------- | ------ | - | ----------------- |  | ------ | -------------------- |  |  | -------------------- | - |  | - | ------- | - |  |  | -------- | -
|                                                          |  | 2012              |        |   | 2013              |  |        | Increase /(Decrease) |  |  | Increase /(Decrease) |  
|                                                          |  | LOGO(in millions) |        |   | LOGO(in millions) |  |        | US$(in millions)     |  |  | LOGO(in millions)    |   |  | % |        
|Gain on sale of investments (net)                         |  |                   | 379    |   |                   |  | 180    |                      |  |  | 3                    |   |  |   | (199    | ) |  |  | (52.51   | )
|Interest income / (expense) net                           |  |                   | (7,194 | ) |                   |  | (7,642 | )                    |  |  | (140                 | ) |  |   | 448     |   |  |  | 6.23     |  
|Foreign exchange gain / (loss) (net)                      |  |                   | 380    |   |                   |  | (179   | )                    |  |  | (3                   | ) |  |   | (559    | ) |  |  | 147.11   |  
|Gain/(loss) on sale of property, plant and equipment, net |  |                   | 31     |   |                   |  | 2,023  |                      |  |  | 37                   |   |  |   | 1,992   |   |  |  | 6,425.81 |  
|Liabilities not required to be settled written back       |  |                   | 9      |   |                   |  | 149    |                      |  |  | 3                    |   |  |   | 140     |   |  |  | 1,555.56 |  
|Other income (net)                                        |  |                   | 11,073 |   |                   |  | 605    |                      |  |  | 11                   |   |  |   | (10,468 | ) |  |  | (94.54   | )
|Total                                                     |  |                   | 4,678  |   |                   |  | (4,864 | )                    |  |  | (89                  | ) |  |   | (9,542  | ) |  |  | (203.98  | )

Gain on Sale of Investments

The gain on sale of investments was LOGO 180 million (US$ 3 million) and LOGO 379 million in fiscal 2013 and 2012, respectively. In both the comparatives, the gain on sale of investments was primarily from the sale of mutual fund investments. The decrease was due to a substantially higher
level of average investments in mutual funds in fiscal 2012 as compared to fiscal 2013.

Interest Income/Expense (Net)

Net interest represents the net interest accrued by the Company on its bank and other deposits and borrowings under its overdraft facilities. Interest
income from banks and others decreased to LOGO 148 million (US$ 3 million) in fiscal 2013 from LOGO 296 million in fiscal 2012 due to reduction in interest on bank deposits. In fiscal 2013 and 2012, the Company also had interest income on income tax refunds of LOGO 86 million (US$ 2 million) and LOGO 101 million related to its India operations, respectively. During fiscal 2013, the Company had interest expense of LOGO 7,876 million (US$ 145 million) on short-term and long-term debt which includes LOGO 159 million of mark to market impact on swaps recycled to income statement from other comprehensive loss. During fiscal 2012, the Company had an interest expense of LOGO 7,591 million on short-term and long-term debt. The increase is primarily due to the Company replacing short term debt with long term to mitigate refinancing risk.

Gain/(loss) on sale of property, plant and equipment, net.

This primarily includes sale of land and building in Chennai (India) in fiscal 2013 for a consideration of LOGO 1,923 million (US$ 35 million) resulting in a profit of


LOGO
 1,896 million (US$ 35 million).

Liabilities not required to be settled written back

Based on reconciliations performed and also on account of expiration of the limitation period according to the applicable statute of limitation, the
Company reversed liabilities no longer required to the extent of LOGO 149 million (US$ 3 million) as against LOGO 9 million in fiscal 2012.



51



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Other Income (net)

Other income was LOGO 605 million (US$ 11 million) and LOGO 11,073 million in fiscal 2013 and 2012 respectively. Other income in fiscal 2012 primarily includes LOGO 11,047 million due to the remeasurement of the interest held in Neotel to fair value prior to the business combination as on May 30, 2011. Other income of LOGO 605 million in fiscal 2013 primarily included rental income of LOGO 56 million, settlement of legal disputes with customers, other claims received LOGO 185 million and


LOGO
 77 million sale of license to TTSL.

Income Tax Expense

The statutory income tax rates in India were 32.445% for fiscal 2013 and 32.445% for fiscal 2012. For fiscal 2013, income tax expense was LOGO 2,028 million (US$ 37 million) as against an expense of LOGO 5,138 million for fiscal 2012. Income tax expense of LOGO 5,138 million in fiscal 2012 comprised of LOGO 5,914 million tax expense (including LOGO 5,164 million tax expense relating to Neotel) and LOGO 776 million tax benefit relating to merger of the Companys wholly owned subsidiary, Tata Communications Internet Services Limited (TCISL) with the Company with effect from April 1, 2010.

In fiscal 2012, the Company recognized the valuation allowance in Neotel. Consequently, there was LOGO 5,164 million tax expense for fiscal 2012.

An unfavorable outcome in the future regarding the tax disputes
in respect to its tax holiday claim under Section 80-IA, the claim for capital loss on sale of ICO Global, transfer pricing dispute and penalties would negatively affect the Companys results of operations by LOGO 6,275 million, LOGO 1,077 million, LOGO 5,275 million and LOGO 8,175 million, respectively. The details are described under Item 8Legal Proceedings.

Taxes and interest relating to these tax disputes (except for (i) the pending demand of LOGO 1,521 million for fiscal 2007 for which ITAT has granted the stay on recovery of the same, which stay is currently in operation until November 2013, (ii) the pending demand of LOGO 1,438 million for fiscal 2008 against the recovery of which a stay has been granted by ITAT until November 2013, and (iii) the pending finalization, tax amount of LOGO 1,581 million pertaining to the Transfer Pricing Dispute for fiscal 2009 which is not yet payable) have been paid in full and classified as advance income taxes on the balance sheet. Penalties of LOGO 4,956 million (out of a total LOGO 8,175 million of penalties imposed by the tax authorities) have also been paid and classified as advance income taxes on the balance sheet, which may result in an additional future penalty payment of up to LOGO 3,209 million if the Company is unsuccessful in all of its significant tax disputes. The details are described under Item 8Legal Proceedings.

The Company continues to be subject to other significant claims by the revenue authorities in respect of income tax matters. These are described under
Item 8Legal Proceedings.

Share in Net Loss of Equity Method Investees

During fiscal 2012 and fiscal 2013, the Companys equity ownership interest in United Telecom Limited (UTL) was 26.66%, in SEPCO was 43.16% and,
until May 30, 2011, in Neotel was 27%. SEPCO is an investment company which owns 51% of the equity of Neotel. Therefore, in fiscal 2012, the effective interest of the Company in Neotel was 49.01% up to May 30, 2011 for purposes of
determining the Companys share in net loss of equity method investees. On May 30, 2011, the Company acquired an additional equity ownership interest in SEPCO of 24.50% resulting in increase in stake in SEPCO from 43.16% to 67.66% and
effective interest in Neotel from 49.01% to 61.50%, thereby acquiring the controlling stake. Therefore, Neotel was considered an equity method investee for the period of April 1, 2011 to May 29, 2011 in fiscal 2012 and was consolidated for
the rest of fiscal 2012 and for whole of fiscal 2013.

The Companys share in the net loss of equity method investees in fiscal 2013 was
LOGO 234 million (US$ 4 million) as compared to LOGO 944 million in fiscal 2012. In fiscal 2013, the share in net loss of equity method investee is majorly against the Company investments in UTL. In fiscal 2012, the share in net loss of equity method investee was
majorly for UTL and 2 months for Neotel. The share in net loss of UTL in fiscal 2013 is LOGO 263 million (US$ 5 million). However, the Company has absorbed losses of


LOGO
 237 million which is only to the extent of the remaining value of investments.



52



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Fiscal Year 2012 Compared to Fiscal Year 2011

The following table sets forth information regarding the Companys net income for the fiscal years ended March 31, 2011 and 2012. In fiscal
2012, we have consolidated Neotel from May 30, 2011 in our financial statements, due to an increase in effective interest from 49% to 61.50% in May 30, 2011. This consolidation led to an increase in the revenue and costs, and therefore the
operating results discussed in this section for the year ended March 31, 2012 are not comparable with the previous year. Also, since Neotel was an equity method investee for fiscal 2011 and up to May 29, 2011 for fiscal 2012, our share in
net loss of equity has also decreased significantly in fiscal 2012.



|                                                           |  |                   |          |   |              |  |        |                      |  |  |                      |   |  |              |        |   |                   |  |        |   |  |  |        |   |  |  |         |  
|---------------------------------------------------------- |  | ----------------- | -------- | - | ------------ |  | ------ | -------------------- |  |  | -------------------- | - |  | ------------ | ------ | - | ----------------- |  | ------ | - |  |  | ------ | - |  |  | ------- | -
|                                                           |  | 2011              |          |   | 2012         |  |        | Increase /(Decrease) |  |  | Increase /(Decrease) |  
|                                                           |  | LOGO(in millions) |          |   | % ofrevenues |  |        | LOGO(in millions)    |  |  | US$(in millions)     |   |  | % ofrevenues |        |   | LOGO(in millions) |  |        | % | 
|Operating Revenues                                         |  |                   | 113,840  |   |              |  | 100.00 |                      |  |  | 139,885              |   |  |              | 2,749  |   |                   |  | 100.00 |   |  |  | 26,045 |   |  |  | 22.88   |  
|Cost of Revenues and Other Operating costs                 |  |                   | (114,204 | ) |              |  | 100.32 |                      |  |  | (139,327             | ) |  |              | (2,738 | ) |                   |  | 99.60  |   |  |  | 25,123 |   |  |  | 22.00   |  
|Non-operating income/(expense), net                        |  |                   | (1,317   | ) |              |  | 1.16   |                      |  |  | 4,678                |   |  |              | 92     |   |                   |  | 3.34   |   |  |  | (5,995 | ) |  |  | (455.20 | )
|Income tax (expense) / benefit                             |  |                   | (765     | ) |              |  | 0.67   |                      |  |  | (5,138               | ) |  |              | (101   | ) |                   |  | 3.67   |   |  |  | 4,373  |   |  |  | 571.63  |  
|Dividend tax                                               |  |                   |         |   |              |  |       |                      |  |  | (92                  | ) |  |              | (2     | ) |                   |  | 0.07   |   |  |  | 92     |   |  |  |        |  
|Share in net loss of equity method investees               |  |                   | (5,636   | ) |              |  | 4.95   |                      |  |  | (944                 | ) |  |              | (19    | ) |                   |  | 0.67   |   |  |  | (4,692 | ) |  |  | (83.25  | )
|Net income/(loss) attributable to non-controlling interest |  |                   | (13      | ) |              |  | 0.01   |                      |  |  | 4,250                |   |  |              | 84     |   |                   |  | 3.04   |   |  |  | 4,263  |   |  |  | 32,792  |  
|Net income (loss)                                          |  |                   | (8,095   | ) |              |  | 7.11   |                      |  |  | 3,312                |   |  |              | 65     |   |                   |  | 2.37   |   |  |  | 11,407 |   |  |  | 140.91  |  

Revenue

The following table sets forth information regarding the Companys revenues for the fiscal years ended March 31, 2011 and 2012:



|                                          |  |                   |         |  |                   |  |         |                      |  |  |                      |  |  |   |        |   |  |  |        |  
|----------------------------------------- |  | ----------------- | ------- |  | ----------------- |  | ------- | -------------------- |  |  | -------------------- |  |  | - | ------ | - |  |  | ------ | -
|                                          |  | 2011              |         |  | 2012              |  |         | Increase /(Decrease) |  |  | Increase /(Decrease) | 
|                                          |  | LOGO(in millions) |         |  | LOGO(in millions) |  |         | US$(in millions)     |  |  | LOGO(in millions)    |  |  | % |       
|Telephone:                                |  |                   |         |  |                   |  |         |                      |  |  |                      |  |  |   |        |   |  |  |        |  
|ILD and related products                  |  |                   | 61,282  |  |                   |  | 65,261  |                      |  |  | 1,282                |  |  |   | 3,978  |   |  |  | 6.49   |  
|NLD                                       |  |                   | 4,234   |  |                   |  | 2,980   |                      |  |  | 59                   |  |  |   | (1,254 | ) |  |  | (29.62 | )
|Corporate data transmission:              |  |                   |         |  |                   |  |         |                      |  |  |                      |  |  |   |        |   |  |  |        |  
|Leased circuits and IRUs                  |  |                   | 11,034  |  |                   |  | 13,015  |                      |  |  | 256                  |  |  |   | 1,981  |   |  |  | 17.95  |  
|Internet leased lines                     |  |                   | 5,694   |  |                   |  | 5,898   |                      |  |  | 116                  |  |  |   | 204    |   |  |  | 3.58   |  
|Internet (including Corporate IP Transit) |  |                   | 8,242   |  |                   |  | 6,170   |                      |  |  | 121                  |  |  |   | (2,072 | ) |  |  | (25.14 | )
|South Africa Operations                   |  |                   |        |  |                   |  | 14,967  |                      |  |  | 294                  |  |  |   | 14,967 |   |  |  |       |  
|Internet Data Center                      |  |                   | 3,143   |  |                   |  | 3,503   |                      |  |  | 69                   |  |  |   | 361    |   |  |  | 11.49  |  
|Other                                     |  |                   | 20,211  |  |                   |  | 28,091  |                      |  |  | 552                  |  |  |   | 7,880  |   |  |  | 38.99  |  
|Total                                     |  |                   | 113,840 |  |                   |  | 139,885 |                      |  |  | 2,749                |  |  |   | 26,045 |   |  |  | 22.88  |  



53



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Telephone

ILD Revenue

ILD with related products constitutes the single largest revenue stream of the
Company 46.65% and 53.83% of revenues in fiscal years 2012 and 2011, respectively. Globally, during fiscal 2012, there were further reductions in tariff and interconnect rates, increasing the downward pressure on margins and revenues. However, this
downward pressure was counterbalanced by traffic volumes continuing to increase. Globally, the Company continues to focus on increasing volumes and thus revenues, while cutting costs to improve margins. During fiscal 2012, globally, the Company
carried over 46.7 billion minutes of international voice traffic, a growth of about 17% over the previous fiscal year. Traffic to and from India has grown from about 13 billion minutes in fiscal 2011 to about 17 billion minutes in fiscal 2012 and
was a major contributor for the increase in revenues. Increasing competition is expected to shrink the Companys addressable market and hence affect this business adversely. Management believes that the Companys scale, global reach,
innovative solutions, expertise and strong business relationships give it the capability to compete successfully in this space.

The
Companys strategic solution offers enable providers to leverage the Companys scale and routing expertise while reducing their exposure in the low-margin, high-risk international voice termination business. The Company has developed
solutions to address specific needs of market segments, resulting in increased share of sticky voice traffic on yearly basis.

NLD Revenue

NLD is a revenue stream that is generated by the Companys India operations. NLD volumes decreased by 18% in fiscal 2012 over fiscal
2011. Revenues decreased by 29.62% in fiscal 2012 due to a decrease in net revenue per minute along with a reduction in volumes. New telecom licensees rolled out their services in fiscal 2011 resulting in the addressable market for the Company
shrinking further. Gross revenues per minute decreased to LOGO 0.35 (US$ 0.007) in fiscal 2012 as compared to LOGO 0.41 in fiscal 2011 due to price erosion across the telecom industry.

Increased competition through the
issue of new NLD licenses in past years, along with other regulatory initiatives, has reduced the gap between NLD and local tariffs. The Company has a strong network infrastructure and interconnect agreements with all basic and cellular mobile
service operators in India to carry NLD traffic to and from their networks. However, Tata Communications is dependent on getting traffic from these access providers, many of whom have already acquired their own NLD licenses. While increased
competition in the long distance space affects our business, it also opens up opportunities to share the Companys network infrastructure with new licensees. DoT permitted sharing of active infrastructure in fiscal 2011. DoT has yet to accept
the TRAIs recommendation to introduce unrestricted Internet Telephony, particularly PSTN interconnection in India. This may provide new avenues for the Company in the NLD business area, although margins may remain low.

Corporate Data Transmission

Leased
Circuits and IRU Revenue

Revenue from leased circuits (international and national) and IRUs, which form a substantial part of the revenue
generated by our GDMS segment, increased by 17.95% during fiscal 2012. The increase was predominantly due to growth in revenues from other service providers and the addition of new circuits. These services contributed approximately 9.30% and 9.69%
in fiscals 2012 and 2011, respectively, of the Companys total revenues.



54



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Internet Leased Lines Revenue

Revenues from Internet leased lines increased by approximately 3.58% in fiscal 2012 as compared to fiscal 2011. The increase was predominantly due to growth in revenues from enterprise customers and the
addition of new circuits.

Internet Revenue

Internet revenues decreased by 25.14% in fiscal 2012 as compared to fiscal 2011. Internet revenues include revenues from retail dial-up and broadband services offered by the Company in India and corporate
IP transit services offered by the Company across the globe. Corporate IP transit services revenues increased to approximately LOGO 5,591million (US$ 110 million) in fiscal 2012 from LOGO 5,273 million in fiscal 2011 due to an increase in usage and revenue from new customers.

Broadband revenues have decreased to LOGO 1,312 million (US$ 26 million) in fiscal 2012 from LOGO 1,602 million in fiscal 2011 as there was more churn of broadband customers due to a focus on broadband services to small and medium businesses across India. The Company continues to focus on broadband services
to small and medium businesses across India and plans to strengthen its product, delivery and customer service in this domain. The tariffs in the broadband business will continue to be under pressure due to increased competition in this space.

Internet Data Center

Internet data center revenues have grown to LOGO 3,503 million (US$ 69 million) in fiscal 2012 from LOGO 3,143 million in fiscal 2011 mainly due to an increase in the Companys data center capacity globally.

South Africa Operations

Our South Africa Operations revenue stream is generated by Neotel.
It contributed 10.70% of the Companys total revenue in fiscal 2012. Neotel offers communication services to the wholesale, enterprise and consumer segments in South Africa and runs South Africas first next generation network and the
countrys first CDMA network. Neotel had approximately 2,400 business customers and 100,000 retail customers at the end of fiscal 2012.

Other Revenue

Other revenue increased
by 39.56% in fiscal 2012 over fiscal 2011 mainly due to an increase in revenues of VPN, Global roaming, Ethernet, hosting and O&M services. VPN revenues have grown to LOGO 4,212 million (US$ 83 million) in fiscal 2012 from LOGO 3,502 million in fiscal 2011. Global roaming services contributed LOGO 4,194 million (US$ 82 million) in fiscal 2012 as against LOGO 3,686 million in fiscal 2011. Hosting, Ethernet, TV uplinking and O&M revenue contributed LOGO 6,389 million (US$ 126 million) in fiscal 2012 as against LOGO 5,437 million in fiscal 2011. Revenue from frame relay and MDNS services were


LOGO
 379 million and


LOGO
 414 million (US$ 8 million) for fiscal 2011 and 2012, respectively due to higher revenues from existing customers. Revenue from these services accounted for 20.08% of the Companys total revenue in fiscal
2012 as compared to 17.75% in fiscal 2011.



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Operating Costs

The following table sets forth information regarding the Companys operating costs for the fiscal years ended March 31, 2011 and 2012.



|                                                              |  |                   |         |  |                   |  |         |                      |  |  |                      |  |  |   |        |   |  |  |        |  
|------------------------------------------------------------- |  | ----------------- | ------- |  | ----------------- |  | ------- | -------------------- |  |  | -------------------- |  |  | - | ------ | - |  |  | ------ | -
|                                                              |  | 2011              |         |  | 2012              |  |         | Increase /(Decrease) |  |  | Increase /(Decrease) | 
|                                                              |  | LOGO(in millions) |         |  | LOGO(in millions) |  |         | US$(in millions)     |  |  | LOGO(in millions)    |  |  | % |       
|Network and transmission costs                                |  |                   |         |  |                   |  |         |                      |  |  |                      |  |  |   |        |   |  |  |        |  
|Interconnect charges                                          |  |                   | 64,981  |  |                   |  | 74,018  |                      |  |  | 1,455                |  |  |   | 9,037  |   |  |  | 13.91  |  
|Rent of landlines                                             |  |                   | 185     |  |                   |  | 144     |                      |  |  | 3                    |  |  |   | (41    | ) |  |  | (22.16 | )
|Space segment utilization charges                             |  |                   | 205     |  |                   |  | 111     |                      |  |  | 2                    |  |  |   | (94    | ) |  |  | (45.85 | )
|Other transmission costs                                      |  |                   | 1,842   |  |                   |  | 2,644   |                      |  |  | 52                   |  |  |   | 802    |   |  |  | 43.54  |  
|Total                                                         |  |                   | 67,213  |  |                   |  | 76,917  |                      |  |  | 1,512                |  |  |   | 9,704  |   |  |  | 14.44  |  
|License fees                                                  |  |                   | 664     |  |                   |  | 928     |                      |  |  | 18                   |  |  |   | 264    |   |  |  | 39.76  |  
|Other operating costs including depreciation and amortization |  |                   | 46,327  |  |                   |  | 61,482  |                      |  |  | 1,208                |  |  |   | 15,155 |   |  |  | 32.71  |  
|Total operating costs                                         |  |                   | 114,204 |  |                   |  | 139,327 |                      |  |  | 2,738                |  |  |   | 25,123 |   |  |  | 22.00  |  

Network and Transmission Costs

Network and transmission cost increased by 14.44% in fiscal 2012 over fiscal 2011 primarily due to the consolidation of the South African Operations from May 2011 in fiscal 2012 and an increase in ILD
traffic. As a percentage of revenue, network and transmission costs decreased to 54.99% in fiscal 2012 from 59.04% in fiscal 2011.

Interconnect charges increased by 13.91% in fiscal 2012 as against an increase of 10.13% in fiscal 2011. Consolidation of South Africa Operations
contributed LOGO 6,938 million to the total of LOGO 74,018 million. As a percentage of revenue, interconnect charges decreased from approximately 57.08% in fiscal 2011 to 52.91% in fiscal 2012. The decrease as a percentage of revenue, in fiscal 2012 was due to
reduced voice business and due to consolidation of the South African Operations. Revenues from Voice services (ILD and NLD) decreased from 57.55% of total revenues in fiscal 2011 to 48.78% in fiscal 2012 leading to reduction in interconnect charges.

In fiscal 2012, rent of landlines decreased by 22.16% as against a decrease of 11.06% in fiscal 2011. The decrease was due to reduction in
off-net charges because of a decrease in average cost per E1 (2MBPS circuits) leased by the Company (LOGO 4,966 per E1in fiscal 2012 as against LOGO 9,239 per E1 in fiscal 2011). As a percentage of revenue, rent of landlines decreased from 0.16% in fiscal 2011 to 0.10% in fiscal 2012.

The Company continues to rationalize its space segment utilization charges by surrendering surplus capacity and utilizing its fiber optic cable infrastructure for carrying voice and data traffic. The
space segment utilization charges have decreased by 45.85% in fiscal 2012 as against a decrease of 19.92% in fiscal 2011. As a percentage of revenue, space segment utilization charges decreased from 0.18% in fiscal 2011 to 0.08% in fiscal 2012 due
to such cost rationalization.



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License Fees

The license fee payable by the Company to DoT prior to July 1, 2012, is 6% of adjusted gross revenues (AGR). The GoI defines AGR as gross call revenues less access charges actually paid to other
carriers for carrying calls less service and sales taxes paid to the GoI. As explained in Item 4 above, we have certain disputes with the GoI over the calculation of AGR and therefore of license fees. The total amounts paid for ILD, NLD and
ISP license fees for fiscals 2012 and 2011 were LOGO 928 million (US$ 18 million) and LOGO 684 million, respectively. However, from July 1, 2012, DoT increased the fees for ILD and NLD licenses from 6% to 7% and from April 1, 2013 to 8%. Further, from July 1, 2012, the fees for
ISP (IT) licenses have increased from 6% to 7% and from April 1, 2013 to 8% and the license fee rates under ISP licenses have been fixed at 4% from July 1, 2012 and 8% from April 1, 2013. Therefore, our license fees will increase going forward.

As part of the compensation to the Company for the early termination of its exclusivity in providing ILD services, the GoI provided that the
Company would be refunded 10% of the license fees it paid towards NLD services for first the five years (i.e., from fiscal 2002 to fiscal 2006). Accordingly, the Company has taken a net charge of 5% of the revenues from NLD services in
its financial statements and recorded a receivable from the Government of 10% of the license fees for that period. Out of the total claim of LOGO 802.80 million, LOGO 793.10 million was reimbursed by DoT. The balance of the claim of LOGO 9.70 million is pending with DoT. The Company has requested that DoT refund the balance of the claim.

Other Operating Costs

Other operating
costs increased by 32.71% in fiscal 2012 over fiscal 2011. The increase in other operating cost in fiscal 2012 was primarily due to consolidation of Neotel and due to our infrastructure roll-out and organizational growth. As a percentage of revenue,
total other operating costs increased from 40.69% in fiscal 2011 to 43.95% in fiscal 2012. Details of some of the components of other operating costs were as follows:



| |  |  | Depreciation and amortization charges increased from LOGO 13,980 million in fiscal 2011 to LOGO 18,329 (US$ 360 million) in fiscal 2012 primarily due to capitalization of undersea cables and the Neotel consolidation from May 2011. Net additions in property, plant and equipment (PP&E) and intangible
assets increased from LOGO 10,624 million during fiscal 2011 to LOGO 64,735 million (US$ 1,272 million) during fiscal 2012. The effective rate of depreciation on PP&E was 9.01% and 8.27% in fiscal 2011 and fiscal 2012, respectively. Because of the Neotel
consolidation, investments in undersea cable assets, rollout of networks and other PP&E, the Company expects its depreciation charge to increase in the foreseeable future.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Manpower costs constituted about 34.41% and 32.55% of other operating costs in fiscal 2012 and fiscal 2011, respectively. These costs increased by
27.54% in fiscal 2012 as against an increase of 17.40% in fiscal 2011. The increase in fiscal 2012 was primarily due to consolidation of Neotel and increase in manpower and normal increments. As of March 31, 2012, the Company had a total of
7,954 employees, of which 5,678 employees (71.39%) were based in India. Outsourced manpower costs increased by 32.62% from LOGO 1,419 million in fiscal 2011 to LOGO 1,882 million (US$ 37 million) in fiscal 2012. Outsourced manpower costs constituted about 3.08% and 3.06% of other operating costs in fiscal 2012 and fiscal 2011.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Repairs and maintenance costs constituted about 10.78% and 10.50% of other operating costs in fiscal 2012 and fiscal 2011, respectively. These costs
increased by 35.45% in fiscal 2012 as against increased by 6.09% in fiscal 2011 mainly due to consolidation of Neotel in the current year and increase in repairs and maintenance charges on plant and machinery.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Legal and professional fees constituted 1.94% and 1.27% of other operating costs in fiscal 2012 and fiscal 2011, respectively. These costs increased by
101.14% in fiscal 2012 as against increase by 36.34% in fiscal 2011. In fiscal 2012 the amount was higher as the Company increased its operations outside India, incurred charges for various advisory services and consolidation of Neotel.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Non-Operating Income /Expense

The following table sets forth information regarding the Companys non-operating income for the fiscal years ended March 31, 2011 and 2012:



|                                                    |  |                   |        |   |                   |  |        |                      |  |  |                      |   |  |   |        |   |  |  |          |  
|--------------------------------------------------- |  | ----------------- | ------ | - | ----------------- |  | ------ | -------------------- |  |  | -------------------- | - |  | - | ------ | - |  |  | -------- | -
|                                                    |  | 2011              |        |   | 2012              |  |        | Increase /(Decrease) |  |  | Increase /(Decrease) |  
|                                                    |  | LOGO(in millions) |        |   | LOGO(in millions) |  |        | US$(in millions)     |  |  | LOGO(in millions)    |   |  | % |       
|Gain on sale of investments (net)                   |  |                   | 138    |   |                   |  | 379    |                      |  |  | 7                    |   |  |   | 241    |   |  |  | 174.64   |  
|Interest income / (expense) net                     |  |                   | (3,286 | ) |                   |  | (7,194 | )                    |  |  | (141                 | ) |  |   | 3,908  |   |  |  | 118.93   |  
|Dividend income                                     |  |                   | 3      |   |                   |  |       |                      |  |  |                     |   |  |   | (3     | ) |  |  | (100.00  | )
|Foreign exchange gains / (loss) (net)               |  |                   | 339    |   |                   |  | 380    |                      |  |  | 8                    |   |  |   | 41     |   |  |  | 12.09    |  
|Liabilities not required to be settled written back |  |                   | 625    |   |                   |  | 9      |                      |  |  |                     |   |  |   | (616   | ) |  |  | (98.56   | )
|Other income (net)                                  |  |                   | 864    |   |                   |  | 11,104 |                      |  |  | 218                  |   |  |   | 10,240 |   |  |  | 1,185.19 |  
|Total                                               |  |                   | (1,317 | ) |                   |  | 4,678  |                      |  |  | 92                   |   |  |   | 5,995  |   |  |  | 455.20   |  

Gain on Sale of Investments

The gain on sale of investments was LOGO 379 million (US$ 7 million) and LOGO 138 million in fiscal 2012 and 2011, respectively. In both the comparatives, the gain on sale of investments was primarily from the sale of mutual fund investments. Profit from the sale of mutual funds increased
from LOGO 46 million during fiscal 2011 to LOGO 379 million (US$ 7 million) during fiscal 2012. The increase was due to a substantially higher level of investments in mutual funds in fiscal 2012 as compared to fiscal 2011. During fiscal 2011, there was also a
gain of LOGO 92 million (US$ 2 million) on the sale of the Companys investments in Art Technology Group Inc. (ATG) Shares.

Interest Income/Expense (Net)

Net interest represents the net interest accrued by the
Company on its bank and other deposits and borrowings under its overdraft facilities. Interest income from banks and others decreased to LOGO 296 million (US$ 6 million) in fiscal 2012 from LOGO 762 million in fiscal 2011 due to loans made to SEPCO/Neotel in fiscal 2011. During fiscal 2012, the Company had interest expense of LOGO 7,591 million on short-term and long-term debt which includes LOGO 243 million of mark to market impact on swaps recycled to income statement from Other Comprehensive loss pursuant to discontinuance of hedging relationship. During fiscal 2011, the Company had interest expense
of LOGO 4,088 million on short-term and long-term debt. The increase is primarily due to consolidation of Neotel which contributed LOGO 3,396 million. In fiscal 2012 and 2011, the Company had interest income on income tax refunds of LOGO 101 million and LOGO 40 million related to its India operations, respectively.

Dividend Income

Investments in mutual funds were in debt funds whose return was linked to interest rate movements. In fiscal 2012, the Companys investments in
mutual funds were sold. As these investments were in growth schemes instead of dividend schemes, the impact of a dividend is realized at the time of the sale of the investment. Dividends from mutual funds reduced from LOGO 3 million in fiscal 2011 to Nil in fiscal 2012.

Liabilities not required to be settled written back

Based on reconciliations performed and also on account of expiration of the limitation period according to the applicable statute of
limitation, the Company reversed liabilities no longer required to the extent LOGO 9 million (US$ 0.18 million) as against LOGO 625 million in fiscal 2011.



58



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Other Income (net)

Other income of LOGO 11,104 million (US$ 218 million) in fiscal 2012 primarily includes LOGO 11,047 million (US$ 217 million) due to remeasurement of interest held in Neotel to fair value prior to business combination as on May 30, 2011. Other income of LOGO 864 million in fiscal 2011 primarily included rental and space sharing income of LOGO 232 million, the recovery of bad debts, interest income from customers and scrap sales income of LOGO 183 million, a gain on the re-measurement of previously held interests in BitGravity on the acquisition date of LOGO 128 million and termination fee from China Enterprise Communication Limited (CEC) for terminating the joint venture agreement amounting to LOGO 90 million. In fiscals 2012 and 2011, other income included rental and space sharing income of LOGO 114 million (US$ 2 million) and LOGO 232 million, respectively.

Income Tax Expense

The statutory income tax rates in India were 32.445% for fiscal 2012 and 33.22% for fiscal 2011. For fiscal 2012, income tax expense was LOGO 5,138 million (US$ 101 million) as against an expense of LOGO 765 million for fiscal 2011. Income tax expense of LOGO 5,138 million in fiscal 2012 was comprised of LOGO 5,914 million tax expense (including LOGO 5,164 million tax expense relating to Neotel) and LOGO 776 million tax benefit relating to merger of the Companys wholly owned subsidiary, Tata Communications Internet Services Limited (TCISL) with the Company with effect from April 1, 2010.

As of March 31, 2012, the company evaluated the availability of future taxable income taking into consideration current available evidences
including operating trends and recognized the valuation allowance in Neotel. Consequently, there is LOGO 5,164 million tax expense for the year.

An unfavorable outcome in the future on the tax disputes in respect
of its tax holiday claim under Section 80-IA, reimbursement of DoT levy by the GoI, claim for capital loss on sale of ICO Global, transfer pricing dispute and penalties would negatively affect the Companys results of operations by LOGO 6,275 million, LOGO 5,530 million, LOGO1,077 million,


LOGO
 2,228 million and


LOGO
 8,175 million, respectively. The details are described under Item 8Legal Proceedings.

Taxes and interest relating to these tax disputes (other than penalties) have been paid in full and classified as advance income taxes on the balance
sheet. Penalties of LOGO 4,956 million (out of a total LOGO 8,175 million of penalties imposed by the tax authorities) have also been paid and classified as advance income taxes on the balance sheet, which may result in an additional future penalty payment of up to LOGO 3,209 million if the Company is unsuccessful in all of its significant tax disputes. The details are described under Item 8Legal Proceedings.

The Company continues to be subject to other significant claims by the revenue authorities in respect of income tax matters. These are described under
Item 8Legal Proceedings.

Share in Net Loss of Equity Method Investees

During fiscal 2011 and fiscal 2012, the Companys equity ownership interest in United Telecom Limited (UTL) was 26.66%, in SEPCO was 43.16% and,
until May 30, 2011, in Neotel was 27%. SEPCO is an investment company which owns 51% of the equity of Neotel. Therefore, the effective interest of the Company in Neotel was 49.01% in fiscal 2011 and up to May 30, 2011 in fiscal 2012 for
purposes of determining the Companys share in net loss of equity method investees. On May 30, 2011, the Company acquired an additional equity ownership interest in SEPCO of 24.50% thus, the Companys equity ownership interest in
SEPCO increased from 43.16% to 67.66% and its effective interest in Neotel increased from 49.01% to 61.50%. Further SEPCO Group made capital calls during fiscal 2012 from all of its shareholders and because certain of the minority shareholders did
not subscribe to these capital calls, their holdings were diluted. As result of the dilution of the minority shareholders, the Companys effective equity ownership interest in Neotel increased from 61.50% on May 30, 2011 to 64.10% on
March 30, 2012. Therefore, Neotel was considered an equity method investee for the period of April 1, 2011 to May 29, 2011 and was consolidated for the rest of fiscal 2012.



59



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The Companys share in the net loss of equity method investees in fiscal 2012 was LOGO 944 million (US$ 19 million) for two months only as compared to LOGO 5,636 million in fiscal 2011. Neotel continues to be in its network and customer reach expansion phase which has resulted in the losses. As the business scale of Neotel increases, the Company expects the losses
from Neotel to reduce.

Critical Accounting Policies

US GAAP

The Company prepares its statutory financial statements in accordance
with Indian GAAP. U.S. GAAP differs in certain material respects from Indian GAAP. Principal differences insofar as they relate to the Company include differences in the measurement basis for acquisitions accounted for using the purchase
method, determination of fair value of non-controlling interest and other assets and liabilities on acquisition, valuation of investments, measurement and accounting for impairment loss of longlived assets, accounting for deferred income
taxes, accounting for retirement benefits, compensated absences, financial instruments, proposed dividends and taxes thereon and the presentation and format of the financial statements and related notes.

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses for the years presented. Management bases its
estimates and judgments on historical experience and other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. The Company believes the
following critical accounting policies apply to and affect significant judgments and estimates used in the preparation of its consolidated financial statements.

Useful lives of Property, Plant and Equipment (PP&E) and Other Intangibles

We
estimate the useful economic lives of property, plant and equipment and intangible assets in order to determine the amount of depreciation and amortization expense to be recorded during any reporting period. Such estimated life is based on
historical experience with similar assets or the fair valuation done at the time of acquisition, as well as taking into account anticipated technological or other changes. If technological changes were to occur more rapidly than anticipated or in a
different form than anticipated, the useful economic lives assigned to these assets may need to be shortened, resulting in the recognition of increased depreciation and amortization expense in future periods. The Companys intangible assets
include customer relationships, computer software, brand value and license costs. Customer relationships, computer software, license and spectrum are amortized using the straight-line method, over the estimated useful economic lives. The purchase of
capacity on specified cables for a stated period of time which is substantially lower than the economic lives of the cables, are classified as an operating lease, and recognized as expense on a straight-line basis over the contracted period.
Capacity purchase contracts which do not transfer the right to use any specific cable and do not identify capacity in a specific cable, and under which the service provider can meet its obligation by routing the Companys traffic utilizing
capacity in any of its cables depending on availability are accounted for as service contracts. Capacity expense under service contracts are recognized on a straight-line basis over the contract period.

Impairment of Long-Lived Assets

The Company evaluates the carrying amount of its long-lived assets for impairment whenever events or circumstances indicate the carrying amount of such
assets may not be recoverable. The Company subjects such assets to a test of recoverability based on the undiscounted cash flows from the use or disposition of such assets. If the carrying amount of the asset exceeds the undiscounted cash flows, the
Company recognizes an impairment loss measured as the amount by which the carrying amount of the long-lived asset exceeds the fair value. Assets to be disposed of are reported at the lower of the carrying value or the fair value less the cost to
sell. The undiscounted cash flows calculation uses various assumptions and estimates regarding future revenue, expenses and cash flows projections over the estimated remaining useful life of the asset or asset group. These forecasts are subject to
changes in external factors, including adverse regulatory and legal rulings. If the asset is impaired, we recognize an impairment loss, as the difference between the carrying amount and the fair value of the asset. The adjusted carrying amount is
the new cost basis.



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Valuation of Goodwill

Goodwill is tested for potential impairment on an annual basis, which for the Company is performed on March 31 or in interim periods if events and circumstances indicate a potential impairment. As
reporting units are determined after an acquisition or evolve with changes in business strategy, goodwill is assigned and it may no longer retain its association with a particular transaction. All revenue streams and related activities of a
reporting unit, whether acquired or organic, are available to support the carrying amount of goodwill. The reporting units for impairment assessments are generally one level below the operating segment and have been identified as international voice
(included under the GVS operating segment), broadband Internet through optical fiber, broadband and dial-up Internet, CDN (all included under the GDMS operating segment) and South Africa Operations.

Under the applicable accounting standard, goodwill impairment analysis is a two-step test. The first step of the goodwill impairment test compares the
fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired; however, if the carrying amount of the
reporting unit exceeds its fair value, the second step is performed. However, if the carrying amount of a reporting unit is zero or negative, the second step of the impairment test shall be performed to measure the amount of impairment loss, if any,
when it is more likely than not that goodwill impairment exists. In determining whether it is more likely than not that goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that
impairment may exist. The second step involves calculating an implied fair value of goodwill for each reporting unit for which the first step indicated possible impairment. The implied fair value of goodwill is determined in the same manner as the
amount of goodwill recognized in a business combination, which is the excess of the fair value of the reporting unit, as determined in the first step, over the aggregate fair values of the individual assets, liabilities and identifiable intangibles
as if the reporting unit was being acquired in a business combination. The adjustments to measure the assets, liabilities and intangibles at fair value are only for the purpose of measuring the implied fair value of goodwill and these adjustments
are not reflected in the consolidated balance sheet. If the implied fair value of goodwill exceeds the goodwill assigned to the reporting unit, there is no impairment. If the goodwill assigned to a reporting unit exceeds the implied fair value of
the goodwill, an impairment charge is recorded for the excess. An impairment loss recognized cannot exceed the amount of goodwill assigned to a reporting unit, and the loss establishes a new basis in the goodwill. Subsequent reversal of goodwill
impairment losses is not permitted.

Estimating the fair value of reporting units is a subjective process that requires significant estimates
and assumptions, particularly related to cash flows and the appropriate discount rates. The fair values of the reporting units were determined using a valuation technique consistent with the income approach. For the purpose of the income approach,
internal forecasts were used to estimate the future cash flows (including a terminal value approach to estimate cash flows beyond the final year of the forecast) after considering current economic conditions and trends, estimated future operating
results and growth rates, anticipated future economic and regulatory conditions and the availability of necessary technology and network infrastructure. Due to the inherent uncertainty involved in making those estimates, actual results could differ
from the estimates. The Company evaluates the merits of each significant assumption, both individually and in the aggregate, used to determine the fair values of the reporting units, as well as the fair values of the corresponding assets and
liabilities within the reporting units, for reasonableness.

Cash flows were discounted based on equity return rates. The Company believes
that the discount rates used adequately reflect the inherent risk in the businesses of the reporting units, uncertainty in the economic environment and the risks associated with the internally developed forecasts. Expected rates of equity returns
were estimated based on historical market returns for similar industries of the reporting units.

Legal claims against the Company

There are a number of legal proceedings covering a wide range of matters pending or threatened against us. We have accrued for loss
contingencies that are probable and where the loss amount can be reasonably estimated. The judgments we make with regard to whether to establish an accrual are based on an evaluation of all relevant factors by internal and external legal counsel, as
well as subject matter experts and are based upon an analysis of potential results, assuming a combination of litigation and settlement strategies. Claims are continually monitored and revalued as new information is obtained. We may not establish
our liability for a particular matter until long after the litigation is filed, once a liability becomes probable and estimable. In respect of loss contingencies where the reliable estimate of loss is a range, the amount accrued is the better
estimate of the loss within the range and when no amount within the range is a better estimate than any other amount, the minimum amount in the range is accrued.



61



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The actual settlement of such matters could differ from the judgments made in determining how much, if any,
to accrue. We do not believe these proceedings will have a material adverse effect on our consolidated financial results. While we believe that our accruals for these matters are adequate, if the actual loss from a loss contingency is significantly
different than the estimated loss, our results of operations may be over or understated.

Income Taxes

Assessment of the appropriate amount and classification of income taxes is dependent on several factors, including estimates of the timing and probability
of realization of deferred income taxes and the timing of income tax payments. Deferred income taxes are provided for the effect of temporary differences between the amounts of assets and liabilities recognized for financial reporting purposes and
the amounts recognized for income tax purposes. The Company measures deferred tax assets and liabilities using enacted tax rates that, if changed, would result in either an increase or decrease in the provision for income taxes in the period of
change. A valuation allowance is recorded when it is more likely than not that a deferred tax asset will not be realized. In assessing the likelihood of realization, management considers estimates of future taxable income based on internal
projections which are updated to reflect current operating trends the character of income needed to realize future tax benefits, and all available evidence. Income tax benefits from tax positions have been recognized only when it was more likely
than not that the Company would be entitled to the economic benefits of the tax positions. The more-likely-than-not threshold has been determined based on the technical merits that the position will sustain upon examination. If a tax position is not
considered more-likely-than-not to be sustained based solely on its technical merits, no benefits of the tax position are recognized. Actual income taxes could vary from estimated amounts due to the future impacts of various items, including changes
in income tax laws, our financial condition and results of operations in future periods, as well as final review of our tax returns by taxing authorities, which, as a matter of course, are regularly audited by the Indian and foreign tax authorities.
Upon adoption of ASC 740-10-25, the variation due to review could be minimized but may not be altogether eliminated.

Uncertain tax positions
are recognized using the more-likely-than-not threshold determined solely based on the technical merits that the tax positions sustain upon examination. Tax positions that met the recognition threshold are measured as the largest amount of tax
benefit that is greater than 50% likely of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. Interest and penalties relating to uncertain tax positions are classified as income tax expense in
the statement of operations and reduced from advance income taxes which are presented in the balance sheet under non-current assets.

Asset retirement obligations

The
Companys asset retirement obligations relate to the costs associated with the removal of long-lived assets when they will be retired. The Company records a liability at the estimated current fair value of the costs associated with the removal
obligations. The fair value of a liability for an asset retirement obligation is recognized if a reasonable estimate of the fair value can be made. The liability for an asset retirement cost is capitalized by increasing the carrying amount of the
related long-lived asset and is depreciated over its useful life. The estimated removal liabilities are based on historical cost information, industry factors and engineering estimates. The Company measures changes in a liability for an asset
retirement obligation due to the passage of time by applying an interest method of allocation to the amount of the liability at the beginning of the period. The interest rate used to measure that change is the credit-adjusted risk-free rate that
existed when the liability was initially measured. That accretion is recognized as an increase in the carrying amount of the liability and as an expense classified as interest expense in the statement of operations.

Determination of non-controlling interest and other assets and liabilities on acquisition

Business combination transactions in which the Company obtains control over one or more businesses are accounted under the acquisition method.
Identifiable assets acquired and liabilities assumed, and non-controlling interests are recognized at acquisition date fair values. Previously held interests are remeasured to fair value at the acquisition date and any resulting gain or loss is
recognized in earnings. Goodwill represents the excess of aggregate of the consideration transferred, fair value of the non-controlling interest and in a business combination achieved in stages, the acquisition-date fair value of the Companys
previously held equity interest in the acquiree.

The fair value of property, plant and equipment was estimated using the depreciated
replacement cost. Identifiable intangible assets consist mainly of customer relationships and brand. Fair values of customer relationships were determined using the excess earnings method and that of the brand using the royalty relief method.



62



---

The fair value of the non-controlling interest was estimated applying the income approach. The fair value
measurement is based on forecast of revenues and earnings before interest, taxes, depreciation and amortization (referred to as EBITDA) which consists of significant inputs that are not observable in the market and thus represents a fair value
measurement categorized within level 3 of the fair value hierarchy.

Segment Analysis

The Board of Directors and the Managing Director of the Company together as a group constitute the Chief Operating Decision Makers (CODM)
which allocate resources to and assess the performance of the segments of the Company.

The Company had identified the following operating
segments based on the organizational structure and for which discrete financial information including segment results is available:

GVS: includes International and National Long Distance Voice services.

GDMS:
includes corporate data transmission services data centers, virtual private network, signaling and roaming services, television and other network and managed services.

South Africa Operations (SAO): includes operations conducted by SEPCO group.

Effective May 30, 2011, the Company had a new operating segment called South African Operations (SAO) on acquisition of controlling
interest in SEPCO group. SEPCO group is separately assessed by the CODM to allocate resources and assess performance. Product includes wholesale international voice and data transit, enterprise business solution services for the wholesale and
corporate market, telephony and data services for retail customers in South Africa.

Fiscal Year 2013 Compared to Fiscal Year 2012

The following is a summary of segment information for the fiscal years ended March 31, 2012 and March 31, 2013:



|                        |                |      |         |                |      |  |                |                      |  |               |                      |  |                |  |       |               |  |  |                |   |  |                |       |   |   |  |        |   |  |  |       |  |  |  |       |  |  |  |        |  
|----------------------- | -------------- | ---- | ------- | -------------- | ---- |  | -------------- | -------------------- |  | ------------- | -------------------- |  | -------------- |  | ----- | ------------- |  |  | -------------- | - |  | -------------- | ----- | - | - |  | ------ | - |  |  | ----- |  |  |  | ----- |  |  |  | ------ | -
|Segment                 |                | 2012 |         |                | 2013 |  |                | Increase /(Decrease) |  |               | Increase /(Decrease) | 
|                        | Revenues       |      |         | Results        |      |  | Revenues       |                      |  | Results       |                      |  | Revenues       |  |       | Results       |  |  | Revenues       |   |  | Results        |      
|                        | LOGO(millions) |      |         | LOGO(millions) |      |  | LOGO(millions) |                      |  | US$(millions) |                      |  | LOGO(millions) |  |       | US$(millions) |  |  | LOGO(millions) |   |  | LOGO(millions) |       |   | % |  |        | % | 
|GVS                     |                |      | 68,241  |                |      |  | 11,631         |                      |  |               | 85,535               |  |                |  | 1,568 |               |  |  | 13,851         |   |  |                | 254   |   |   |  | 17,294 |   |  |  | 2,220 |  |  |  | 25.34 |  |  |  | 19.09  |  
|GDMS                    |                |      | 56,677  |                |      |  | 41,544         |                      |  |               | 67,417               |  |                |  | 1,237 |               |  |  | 47,245         |   |  |                | 867   |   |   |  | 10,740 |   |  |  | 5,701 |  |  |  | 18.95 |  |  |  | 13.72  |  
|South Africa Operations |                |      | 14,967  |                |      |  | (1,551         | )                    |  |               | 18,848               |  |                |  | 346   |               |  |  | (137           | ) |  |                | (3    | ) |   |  | 3,881  |   |  |  | 1,414 |  |  |  | 25.93 |  |  |  | (91.17 | )
|Total                   |                |      | 139,885 |                |      |  | 51,624         |                      |  |               | 171,800              |  |                |  | 3,151 |               |  |  | 60,959         |   |  |                | 1,118 |   |   |  | 31,915 |   |  |  | 9,335 |  |  |  | 22.82 |  |  |  | 18.08  |  

Global Voice Solutions

Revenues from our GVS segment increased by 25.34% in fiscal 2013, from LOGO 68,241 million in fiscal 2012 to LOGO 85,535 million (US$ 1,568 million) in fiscal 2013 primarily due to a continuous focus on increasing volumes. In fiscal 2013 and 2012, the Company carried over 53.7 billion minutes and over 46.7 billion
minutes, respectively, of international voice traffic. The Indian business of the Company carried international traffic of approximately 22.29 billion minutes in fiscal 2013 and 17 billion minutes in fiscal 2012. However, volumes in NLD services
have decreased by approximately 2% to 8.35 billion minutes in fiscal 2013 from 8.56 billion minutes in fiscal 2012 and gross revenue per minute for this business decreased significantly from LOGO 0.35 in fiscal 2012 to LOGO 0.33 (US$ 0.006) in fiscal 2013. The segment results of GVS increased from LOGO 11,631 million in fiscal 2012 to LOGO 13,851 million in fiscal 2013, an increase of 19.09% due to increasing volumes.



63



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Segment results of GVS were approximately 16.19% and 17.04 % of total GVS revenues for fiscal 2013 and
fiscal 2012, respectively.

The retentions per minute are in line with the pricing prevailing in the highly competitive global voice markets
in which the Company operates. Though on a blended basis the Company has been able to maintain its retentions, these are expected to decrease in the foreseeable future.

Global Data and Managed Services

Revenues from our GDMS segment increased by 18.95% in
fiscal 2013, from LOGO 56,677 million in fiscal 2012 to LOGO 67,417 million (US$ 1,237 million) in fiscal 2013. Though the Company witnessed volume growth, tariff drops were significant and the Company expects tariffs to continue to be under pressure. Also, other
value-added services including mobile roaming and signaling, global roaming, data centers, TV uplinking, VPN and O&M, have all contributed to significant growth in segment revenues.

The segment result of GDMS increased from LOGO 41,544 million in fiscal 2012 to LOGO 47,245 million (US$ 867 million) in fiscal 2013, an increase of 13.72%. The GDMS segment results were 73.30 % and 70% of GDMS segment revenue for fiscal 2012 and fiscal 2013, respectively.

South Africa Operations

Revenues from
the South Africa Operations segment increase by 25.93% in fiscal 2013 from LOGO 14,967 million in fiscal 2012 to LOGO 18,848 million (US$ 346 million) in fiscal 2013. Similarly, the segment results from South Africa Operations increased from LOGO (1,551) million in fiscal 2012 to LOGO (137) million (US$ (3) million) in fiscal 2013. The segment is carried out by the Companys subsidiary Neotel which offers wholesale international voice and data transit, enterprise business
solution services for the wholesale and corporate market, and telephony and data services for retail customers in South Africa.

Fiscal
Year 2012 Compared to Fiscal Year 2011

The following is a summary of segment information for the fiscal years ended March 31,
2011 and March 31, 2012:



|                        |                |      |         |                |      |  |                |                      |  |               |                      |  |                |  |       |               |  |  |                |   |  |                |       |   |   |  |        |   |  |  |        |   |  |  |       |  |  |  |       | 
|----------------------- | -------------- | ---- | ------- | -------------- | ---- |  | -------------- | -------------------- |  | ------------- | -------------------- |  | -------------- |  | ----- | ------------- |  |  | -------------- | - |  | -------------- | ----- | - | - |  | ------ | - |  |  | ------ | - |  |  | ----- |  |  |  | ----- | 
|Segment                 |                | 2011 |         |                | 2012 |  |                | Increase /(Decrease) |  |               | Increase /(Decrease) | 
|                        | Revenues       |      |         | Results        |      |  | Revenues       |                      |  | Results       |                      |  | Revenues       |  |       | Results       |  |  | Revenues       |   |  | Results        |      
|                        | LOGO(millions) |      |         | LOGO(millions) |      |  | LOGO(millions) |                      |  | US$(millions) |                      |  | LOGO(millions) |  |       | US$(millions) |  |  | LOGO(millions) |   |  | LOGO(millions) |       |   | % |  |        | % | 
|GVS                     |                |      | 65,516  |                |      |  | 10,015         |                      |  |               | 68,241               |  |                |  | 1,341 |               |  |  | 11,631         |   |  |                | 228   |   |   |  | 2,725  |   |  |  | 1,616  |   |  |  | 4.16  |  |  |  | 16.14 | 
|GDMS                    |                |      | 48,324  |                |      |  | 35,948         |                      |  |               | 56,677               |  |                |  | 1,114 |               |  |  | 41,544         |   |  |                | 816   |   |   |  | 8,353  |   |  |  | 5,596  |   |  |  | 17.29 |  |  |  | 15.57 | 
|South Africa Operations |                |      |        |                |      |  |               |                      |  |               | 14,967               |  |                |  | 294   |               |  |  | (1,551         | ) |  |                | (30   | ) |   |  | 14,967 |   |  |  | (1,551 | ) |  |  |      |  |  |  |      | 
|Total                   |                |      | 113,840 |                |      |  | 45,963         |                      |  |               | 139,885              |  |                |  | 2,749 |               |  |  | 51,624         |   |  |                | 1,014 |   |   |  | 26,045 |   |  |  | 5,661  |   |  |  | 22.88 |  |  |  | 12.32 | 



64



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Global Voice Solutions

Revenues from our GVS segment increased by 4.16% in fiscal 2012, from LOGO 65,516 million in fiscal 2011 to LOGO 68,241 million (US$ 1,341 million) in fiscal 2012 primarily due to a continuous focus on increasing volumes. In fiscal 2012 and 2011, the Company carried over 46.7 billion minutes and over 40 billion
minutes, respectively, of international voice traffic. The Indian business of the Company carried international traffic of approximately 17 billion minutes in fiscal 2012 and 13 billion minutes in fiscal 2011. However, volumes in NLD services have
decreased by approximately 18% to 8.56 billion minutes in fiscal 2012 from 10.39 billion minutes in fiscal 2011 and gross revenue per minute for this business decreased significantly from LOGO 0.41 in fiscal 2011 to LOGO 0.35 (US$ 0.007) in fiscal 2012. The segment results of GVS increased from LOGO 10,015 million in fiscal 2011 to LOGO 11,631 million in fiscal 2012, an increase of 16.14% due to increasing volumes.

Segment results of GVS
were approximately 17.04% and 15.29% of total GVS revenues for fiscal 2012 and fiscal 2011, respectively.

The retentions per minute are in
line with the pricing prevailing in the highly competitive global voice markets in which the Company operates. Though on a blended basis the Company has been able to maintain its retentions, these are expected to decrease in the foreseeable future.

Global Data And Managed Services

Revenues from our GDMS segment increased by 17.29% in fiscal 2012, from LOGO 48,324 million in fiscal 2011 to LOGO 56,677 million (US$ 1,114 million) in fiscal 2012. Though the Company witnessed volume growth, tariff drops were significant and the Company expects tariffs to continue to be under pressure. Also, other
value-added services including mobile roaming and signaling, global roaming, data centers, TV uplinking, VPN and O&M, have all contributed to significant growth in segment revenues.

The segment result of GDMS increased from LOGO 35,948 million in fiscal 2011 to LOGO 41,544 million (US$ 816 million) in fiscal 2012, an increase of 15.57%. The GDMS segment results were 74.39% and 73.30% of GDMS segment revenue for fiscal 2011 and fiscal 2012, respectively.

South Africa Operations

Revenues from
the South Africa Operations segment contributed LOGO 14,967 million (US$ 294 million) in fiscal 2012, with a segment results (loss) of LOGO (1,551) million (US$ (30) million). The segment is carried out by the Companys subsidiary Neotel which offers wholesale international voice and data transit, enterprise business solution services for
the wholesale and corporate market, and telephony and data services for retail customers in South Africa.

Allocation of Costs Among
Segments

Revenues and interconnect charges are directly attributable to each segment. Space segment utilization charges, rent of
landlines and other network and transmission costs are allocated based on the utilization of satellite and landlines by the businesses included in each segment. License fees for GVS and GDMS are allocated based on net adjusted gross revenues from
these services. Depreciation and certain other costs that cannot be allocated to GVS and GDMS, are classified as unallocable costs.

Telecommunication services are provided utilizing the Companys property, plant and equipment which do not generally make a distinction between the
types of service. As a result, assets and expenses relating to those assets are not allocated to segments.

Liquidity and Capital Resources



|                                                      |  |                     |         |   |                     |  |         |                     |  |  |                |   |  |  |      |  
|----------------------------------------------------- |  | ------------------- | ------- | - | ------------------- |  | ------- | ------------------- |  |  | -------------- | - |  |  | ---- | -
|                                                      |  | 2011                |         |   | 2012                |  |         | 2013                | 
|                                                      |  | (


LOGO
 millions) |         |   | (


LOGO
 millions) |  |         | (


LOGO
 millions) |  |  | (US$ millions) |  
|Cash flows provided by operating activities           |  |                     | 11,678  |   |                     |  | 8,169   |                     |  |  | 17,169         |   |  |  | 315  |  
|Cash flows used in investing activities               |  |                     | (15,024 | ) |                     |  | (20,949 | )                   |  |  | (24,488        | ) |  |  | (449 | )
|Cash flows provided by/(used in) financing activities |  |                     | 7,847   |   |                     |  | 8,063   |                     |  |  | 10,446         |   |  |  | 191  |  
|Effect of foreign exchange on cash flows              |  |                     | (59     | ) |                     |  | 644     |                     |  |  | (176           | ) |  |  | (3   | )
|Cash and cash equivalents, beginning of year          |  |                     | 2,389   |   |                     |  | 6,831   |                     |  |  | 2,758          |   |  |  | 51   |  
|                                                      |  |                     |         |   |                     |  |         |                     |  |  |                |   |  |  |      |  
|Cash and cash equivalents, end of year                |  |                     | 6,831   |   |                     |  | 2,758   |                     |  |  | 5,709          |   |  |  | 105  |  
|                                                      |  |                     |         |   |                     |  |         |                     |  |  |                |   |  |  |      |  

Cash Flows Provided by Operating Activities

The Company generated


LOGO
 11,678 million,


LOGO
 8,169 million and


LOGO
 17,169 million (US$ 315 million) as cash from operating activities for fiscal 2011, fiscal 2012 and fiscal 2013, respectively. During fiscal 2013, there is an increase in net operating loss and cash flows from
operations.

During fiscal 2013, the net impact of working capital and other non-current assets and liabilities changes was an inflow of


LOGO
 5,529 million (US$ 101 million) as against an outflow of


LOGO
 3,263 million in fiscal 2012 and an outflow of


LOGO
 228 million in fiscal 2011. The inflow of net working capital and other non-current assets and liabilities changes increased due to a combination of a net change in accounts receivable, advance income taxes (net),
prepaid expenses and other current assets, other non-current assets, accounts payable and other current and non-current liabilities in fiscal 2013 over fiscal 2012. The changes in working capital and other non-current assets and liabilities arise
primarily from the timing of receipts and payments related to our accounts receivable, other current and non-current assets, accounts payable and other current and non-current liabilities.



65



---

Cash Flows Used in Investing Activities

The Company used cash amounting to


LOGO
 15,024 million,


LOGO
 20,949 million and


LOGO
 24,488 million (US$ 449 million) towards investing activities during fiscal 2011, fiscal 2012 and fiscal 2013, respectively. The Companys purchase of tangible and intangible assets net of sale proceeds decreased
by


LOGO
 3,071 million in fiscal 2013 as against fiscal 2012. In fiscal 2012, the Company used net cash of


LOGO
 1,291 million during the year from the sale of available for sale investments, net of purchases, which in 2013 was


LOGO
 (5,504) million (US$ (101) million). The Company, during fiscal 2012, purchased controlling stake in Neotel leading to outflow of


LOGO
 1,568 million. During fiscal 2011, the Company made additional investments in BitGravity of


LOGO
 308 million and provided loans of


LOGO
 4,028 million to Neotel. Also during fiscal 2011, the Company received a refund which amounted to


LOGO
 748 million from CEC arising from dissolution of a joint venture. As of March 31, 2013, the Company had


LOGO
 3,415 million of interest bearing restricted deposits with banks due to statutory / legal requirements.

Cash Flows Provided by (Used in) Financing Activities

The Company generated capital resources from its financing activities to the extent of


LOGO
 7,847 million in fiscal 2011,


LOGO
 8,063 million in fiscal 2012 and


LOGO
 10,446 million (US$ 191 million) in fiscal 2013. During fiscal 2013, the Companys proceeds from long-term borrowings net of repayment were


LOGO
 12,728 million (US$ 233 million), which the Company used for various capital expenditures and to augment growth plans. The Company repaid short term debt in an aggregate amount of


LOGO
 728 million (US$ 13 million) (net of fresh borrowings) in fiscal 2013 ranging from overnight overdrafts to short-term loans for a period up to one year. During fiscal 2013, the Company purchased additional stake in
Neotel from its minority shareholder leading to cash outflow of


LOGO
 921 million (US$ 17 million). As of March 31, 2013, the Company had total long-term debt of


LOGO
 117,434 million (US$ 2,154 million) and cash and cash equivalents of


LOGO
 5,709 million (US$ 105 million) as against long-term debt of


LOGO
 104,391 million and cash and cash equivalents of


LOGO
 2,758 million as of March 31, 2012.

The cash flow from operating activities, used in investing and
financing activities include impact of consolidation of Neotel from May 30, 2011.

Other than the normal business capital expenditures
related to its existing businesses and related working capital requirements, the known and likely commitments of the Company for new and existing ventures and debt repayments are discussed below. The Company will have to explore options to raise
financial resources either in the domestic or global markets or both to meet its likely commitments. The extent to which financing is required in fiscal 2014 is discussed below. The terms and conditions under which financing will be available cannot
be determined and are subject to fluctuations and uncertainties. Any problems in obtaining favorable credit ratings and access to the financial markets could be detrimental to the Companys liquidity position and could cause delays and cost
escalations in the Companys business plans. Management expects to honor all its likely commitments through existing surplus cash and liquid investments and any balance through financing.

The following factors are expected to impact the Companys liquidity and capital resources:

Board of Directors Approval for Investments in South Africa

The Company owns 73.17% in SEPCO. SEPCO in turn owns 51% in Neotel, the second national telecommunications operator in South Africa. In addition to the above, the Company directly owns 30% in Neotel. The
Board has approved an investment limit of up to US$ 538 million in Neotel.

Planned Capital Expenditures and Cash Requirements

The Company has forecasted total capital expenditures of approximately LOGO 28,393 million (US$ 521 million) in its annual operating plan for fiscal 2014 for upgrading facilities and setting up new networks and facilities. This is over and above the planned capital expenditure of LOGO 3,260 million (US$ 60 million) by Neotel.

Tariff Drops both in Voice and Data

The Company has witnessed over the past years gradually pricing pressures on its products and services, both in the GVS and other segments. Further, the
entry into the India enterprise business of major international carriers who have capacities on international cables may cause prices of many of our enterprise products and services to decline.

Unfavorable Resolution of Tax Disputes

An unfavorable outcome in the future of the tax disputes in respect to the tax holiday claim under Section 80-IA, the claim for capital loss on sale of ICO Global, and the transfer pricing disputes
and penalties would negatively affect the Companys results of operations by LOGO 6,275 million, LOGO 1,077 million, LOGO 5,275 million, and LOGO 8,175 million, respectively.

Taxes and interest relating to these tax disputes (except for
(i) the pending demand of LOGO 1,521 million for fiscal 2007 for which ITAT has granted the stay on recovery of the same, which stay is currently in operation until November 2013, (ii) the pending demand of LOGO 1,438 million for fiscal 2008 against the recovery of which a stay has been granted by ITAT until November 2013, and (iii) the pending finalization, tax amount of LOGO 1,581 million pertaining to the Transfer Pricing Dispute for fiscal 2009 which is not yet payable) have been paid in full and classified as advance income taxes on the balance sheet. Penalties of LOGO 4,956 million (out of a total LOGO 8,175 million of penalties imposed by the tax authorities) have also been paid and classified as advance income taxes on the balance sheet, which may result in an additional future penalty payment of up to
LOGO 3,209 million if the Company is unsuccessful in all of its significant tax disputes.

Details of
Loan Facilities and Financing Requirements

In fiscal 2013 and fiscal 2012, the Companys outstanding loan balance increased by
approximately LOGO 12,754 million and LOGO 46,620 million, respectively, consisting of an increase in short-term borrowings of LOGO 15,525 million and a decrease in short-term borrowing of LOGO 6,610 million in fiscal 2013 and 2012 respectively, decrease in long-term borrowings of LOGO 2,771 million and an increase in long term borrowings of LOGO 53,230 million in fiscal 2013 and fiscal 2012, respectively. The unsecured short-term borrowings carried a weighted average interest rate of approximately 3.28% per annum and 2.57% per annum in fiscal 2013
and fiscal 2012, respectively. The long-term borrowings consist of secured and unsecured term loans as well as fixed rate notes (mainly denominated in U.S. Dollar, ZAR, SGD and Rupee). U.S. Dollar denominated loans carried a fixed interest
rate of 3.95% per annum and variable interest rates ranging from Libor plus 65 basis points to 470 basis points per annum, ZAR denominated loans carried a fixed interest rate of 12.71% per annum and variable interest rates ranging from
Jibar plus 250 basis points to 675 basis points per annum, SGD denominated fixed rate notes carried interest rate of 4.25% and SGD denominated loan carried a variable interest rate of SOR plus 330 basis points per annum and Indian Rupee loans were
at interest rates ranging from 9% to 11.25% per annum. The maturity dates of these loans and notes range from April 2013 to September 2021. Please refer note 17 in the Companys consolidated financial statements for additional information.
As of March 31, 2013, the Companys total interest bearing debt was 492% of total shareholders equity as compared to 295% on March 31, 2012.



66



---

The Company has unutilized lines of short-term credit facilities of LOGO 11,135 million (US$ 204 million) and LOGO 5,921 million as of March 31, 2013 and March 31, 2012, respectively and NIL and LOGO 539 million of long-term credit facilities as of March 31, 2013 and March 31, 2012, respectively.

In fiscal 2014 (excluding the South African subsidiary Neotel), the Company will not require any incremental debt financing as per the annual operating plan for fiscal 2014. Neotel will require additional
financing of approximately LOGO 1,925 million (US$ 35 million) to meet its likely commitments which are primarily capital expenditures. The additional financing for Neotel may be obtained by way of equity contributions from shareholders.
These contributions will likely to be in ZAR. Further, the Company intends to refinance/repay LOGO 10,767 million (US$ 197 million) of short-term loans and LOGO 20,875 million (US$ 383 million) of long-term loans maturing in fiscal 2014. The repayment / refinancing of the above referenced loans will be through internal accruals and/or loans from Indian and overseas
banks / financial institutions. Though the Company has the option to raise financing in various currencies, these loans will likely be denominated mainly in Indian Rupee, U.S. Dollar, SGD and ZAR. The Company may also obtain financing through
one or more equity offerings which would be subject to shareholders approval (including the GoI).

Details of Loan covenant
restrictions applicable to long term U.S. Dollar denominated loans:

For fiscal 2013 and fiscal 2012, financial loan covenants are
applicable to long-term Dollar denominated loans of the company. The financial covenants are based on the annual consolidated financial statements of the Company prepared in accordance with Indian Accounting Standards (referred to as Indian GAAP).
In accordance with the loan agreements, for the purpose of calculating our compliance with our covenants, we exclude the financial statements of VSNL SNOSPV, a subsidiary, SEPCO and UTL, joint ventures and Neotel a subsidiary of SEPCO (referred to
as the Relevant Group).

A breach of any financial covenant will result in an event of default under the applicable loan agreement and will
give the lenders the right to demand immediate loan repayments. The financial covenants that are applicable for fiscal 2012 and fiscal 2013 are set out in the table below. The terms defined in the loan agreements that are used in the financial
covenants are detailed after the table.



|    |  |                                                                          |  |                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                              |                                          |  |                                                      |  |                                                                   |  |                                                                  
|--- |  | ------------------------------------------------------------------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------- |  | ---------------------------------------------------- |  | ----------------------------------------------------------------- |  | -----------------------------------------------------------------
|No. |  | Loan balance
as of
March 31, 2012to which FinancialCovenantis applicable |  | Loan balance
as of
March 31, 2013 to which Financial
Covenant is
applicable                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                              | FinancialCovenant                        |  | Threshold level
pertaining to the financial covenant |  | Actual level
pertaining to financial covenant for
the fiscal 2012 |  | Actual level
pertaining to financial covenant for
the fiscal
2013
|1   |  | LOGO 55,513 million                                                      |  | LOGO 60,762 million (US$ 1,118 million)                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                              | Tangible Net Worth of the Relevant Group |  | Levels forLOGO8,726 million (US$ 161 million)        |  | Tangible net worth was LOGO 44.09 billion                         |  | Tangible net worth was LOGO 42.85 billion (US$ 0.8 billion)      
|    |  |                                                                          |  | As of March 31, 2011 and 2012 must exceed LOGO 25 billion  As of
March 31, 2013 must exceed LOGO 35 billion.  As of March 31, 2014
and annual periods ending beyond March 31, 2014 must exceed LOGO 42 billion. |                                                                                                                                                                                                                                                                                                                                              |                                         
|    |  |                                                                          |  |                                                                                                                                                                                                                 | Levels forLOGO
 46,603 million (US$ 858 million) loan                                                                                                                                                                                                                                                                                        |                                          | 
|    |  |                                                                          |  |                                                                                                                                                                                                                 | As of March 31, 2011, 2012 and 2013 must exceed 


LOGO
 40 billion.  As of March 31, 2014 and
annual periods ending beyond March 31, 2014 must exceed 


LOGO
 45 billion.  Levels for


LOGO
 5,434 million (US$ 100 million) loan As of March 31, 2013 must exceed 


LOGO
 35 billion. As of March 31, 2014 must exceed LOGO 40 billion. |                                          | 



67



---

|  |  |                      |  |                                          |  |                                                                   |  |                                                                                                                                                                                                                                                         |  |                                                                                                                                                |  |                                                                                                                                                                                   
|- |  | -------------------- |  | ---------------------------------------- |  | ----------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2 |  | LOGO
 55,513 million |  | LOGO
 60,762 million (US$ 1,118 million) |  | Ratio of Total Net Fixed Assets of the Relevant Group to Net Debt |  | Levels for


LOGO
 5,434 million (US$ 100 million) loans  Should
exceed 1.5 times  Levels for


LOGO
 8,726 million (US$ 161 million) loan  Should
exceed 1.6 times  Levels for


LOGO
 46,603 million (US$ 858 million) loan  Should
exceed 1.75 times |  | The ratio of Total Net Fixed Assets to Net Debt was For


LOGO
 23,510 million loans2.34 times. 
For


LOGO
 32,003 million loans2.17 times. |  | The ratio of Total Net Fixed Assets to Net Debt was For


LOGO
 27,201 million (US$ 501 million) loans 2.32 times.  For


LOGO
 33,561 million (US$ 618 million) loans 2.16 times.



68



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|  |  |                      |  |                                          |  |                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |                                                                                                                                                                               |  |                                                                                                                                                                               
|- |  | -------------------- |  | ---------------------------------------- |  | ------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3 |  | LOGO
 55,513 million |  | LOGO
 60,762 million (US$ 1,118 million) |  | Ratio of Net Debt to EBITDA and limit on Net Debt |  | Levels for


LOGO
 13,042 million (US$ 240 million) loan 
For fiscal 2013, the ratio of Net Debt to EBITDA should not exceed 4:1, Net Debt should not exceed US$ 2.5 billion                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | Net Debt to EBITDA ratio was 3.96 times and the Net Debt was US$ 1,487 million.                                                                                               |  | Net Debt to EBITDA ratio was 3.46 times.                                                                                                                                      
|  |  |                      |  |                                          |  |                                                  
|4 |  | LOGO
 55,513 million |  | LOGO
 60,762 million (US$ 1,118 million) |  | The ratio of EBITDA to Net
Interest Expense       |  | Levels for


LOGO
 8,726 million (US$ 161 million) loans 
EBITDA in fiscals 2011 to 2014 should exceed Net Interest Expense as follows:
 20112.25 times
 20122.75 times
 20133.10 times
 2014 and beyond3.25 times
 Levels for


LOGO
 33,561 million (US$ 618 million) loan 
EBITDA in fiscals 2011 to 2014 should exceed Net Interest Expense as follows:
 20112.25 times
 20122.75 times
 20133.75 times
 2014 and beyond4.00 times
 Levels for


LOGO
 13,042 million (US$ 240 million) loan 
20122.75 times  20133.10 times  2014 and
beyond3.25 times  Levels for


LOGO
 5433 million (US$ 100 million) loan  2014
and beyond3.25 times |  | The ratio of EBITDA to Net Interest Expense was For


LOGO
 43,292 million (US$ 851 million) loans4.63 times.  For


LOGO
 12,221 million (US$ 240 million) loans5.20 times |  | The ratio of EBITDA to Net Interest Expense was For


LOGO
 42,287 million (US$ 778 million) loans4.95 times.  For


LOGO
 18,476 million (US$ 340 million) loans5.59 times.



69



---

|  |  |                      |  |                                          |  |                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                                                                              |  |                                                                                                                                                                                                                           
|- |  | -------------------- |  | ---------------------------------------- |  | ---------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5 |  | LOGO
 55,513 million |  | LOGO
 60,762 million (US$ 1,118 million) |  | Ratio of Net Debt to EBITDA. |  | Levels for


LOGO
 8,726 million (US$ 161 million) loans  In
fiscal 2014 and beyond, Net Debt should not exceed 3.25 times EBITDA. 
Levels for


LOGO
 33,561 million (US$ 618 million) loan  In
fiscals 2014 and beyond, Net Debt should not exceed 3.00 times EBITDA. 
Levels for


LOGO
 13,042 million (US$ 240 million) loan 
For any relevant fiscal year in which the ratio of Net Debt to EBITDA is greater than 4:1, Net Debt should not exceed US$ 2.5 billion
 In fiscals 2014 and beyond, Net Debt should not exceed 3.50 times
EBITDA. |  | This covenant is applicable from fiscal 2014 onwards and hence not relevant for fiscal 2012. |  | This covenant is applicable from fiscal 2014 onwards and hence not relevant for fiscal 2013.
 For


LOGO
 13,042 million (US$ 240 million) loans 
Net Debt to EBITDA ratio was 3.46 times. 
Net Debt was US$ 1.46 billion

Definitions:

Tangible Net Worth means, as at any particular time, Shareholders Funds less (but without double counting) any amount included in shareholders funds which is
attributable to:



| | a. | goodwill;
| | -- | ---------



| | b. | amounts set aside for tax;
| | -- | --------------------------



| | c. | minority interests;
| | -- | -------------------



| | d. | the amount by which the net book value of any asset has been written up after March 31, 2006 (or, in the case of a person becoming a member of the Relevant Group
after that date, the date on which that person became or becomes a member of the Relevant Group) by way of revaluation or on its transfer from one member of the Relevant Group to another;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | e. | any dividend or other distribution declared, recommended or made by any member of the Group; and
| | -- | ------------------------------------------------------------------------------------------------



| | f. | Foreign Exchange Translation Reserves.
| | -- | --------------------------------------

But
ignoring any variation in the credit or debit balance on the Relevant Group consolidated profit and loss account since the date of the then-latest audited consolidated balance sheet of the Relevant Group except to the extent reflected in any later
Relevant Group consolidated profit and loss statement.



70



---

Shareholders Funds means, as at any particular time, the aggregate of:

(a) the amount paid up or credited as paid up on the issued share capital of the Parent Guarantor (other than any Shares which are expressed to be
redeemable); and

(b) the amount standing to the credit of the consolidated reserves of the Parent Guarantor including general reserves, any
share premium account and capital redemption account and any other reserves, but excluding foreign exchange translation reserves (however described in or interpreted in accordance with the GAAP applicable to the original financial statements).

Total Net Fixed Assets means at any time but without double counting:



| | a. | the aggregate book value of all fixed assets less depreciation;
| | -- | ---------------------------------------------------------------



| | b. | the aggregate book value of all capital work in progress;
| | -- | ---------------------------------------------------------



| | c. | investments (but excluding the book value of the Tata Teleservices Limited (TTSL) Investment); and
| | -- | --------------------------------------------------------------------------------------------------



| | d. | the last traded value of the TTSL Investment,
| | -- | ---------------------------------------------

In each case, of each member of the Relevant Group as determined from the financial statements of the Relevant Group.

It may be noted that in case of


LOGO
 27,201 million (US$ 501 million) loans last traded value of TTSL is taken at 100% and in case of


LOGO
 33,561million (US$ 618 million) loan last traded value of TTSL is taken at 75%.

Net
Debt means at any time, without double counting, the aggregate net amount of all borrowings of the Relevant Group:



| | a. | excluding any working capital or similar facilities (the proceeds of which are applied solely towards working capital purposes) which are (i) not made available in
cash by way of short term or long term loans; and (ii) not exceeding an aggregate amount of US$ 75,000,000 (or its equivalent in any other currency or currencies); and
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b. | reducing by any cash and/or cash equivalents and investments made in mutual funds, bank deposits and any other available means for surplus funds investment by the
Relevant Group.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

EBITDA definition for


LOGO
 42,287 million (US$ 778 million) loans:

EBITDA means, in relation to any relevant
fiscal year, the total consolidated profit of the Relevant Group for that relevant fiscal year:



| | a. | before taking into account:
| | -- | ---------------------------



| | i. | Interest Expense;
| | -- | -----------------



| | ii. | tax;
| | --- | ----



| | iii. | any share of the profit of any associated company or undertaking, except for dividends received in cash by any member of the Relevant Group; and
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------



| | iv. | extraordinary and exceptional items (excluding tax, license fee refunds and any interest on such refunds); and
| | --- | --------------------------------------------------------------------------------------------------------------



| | b. | after adding back all amounts provided for depreciation and amortization for that Relevant Period, as determined from the financial statements of the Relevant Group.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



71



---

EBITDAdefinition for


LOGO
 18,476 million (US$ 340 million) loans:

EBITDAmeans, in relation to any relevant
fiscal year, the total consolidated profit of the Relevant Group for that relevant fiscal year:



|a. | before taking into account:
|-- | ---------------------------



| | i. | Interest Expense;
| | -- | -----------------



| | ii. | tax;
| | --- | ----



| | iii. | any share of the profit of any associated company or undertaking, except for dividends received in cash by any member of the Relevant Group; and
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------



| | iv. | extraordinary and exceptional loss; and
| | --- | ---------------------------------------



|b. | after adding back all amounts provided for depreciation and amortization for that Relevant Period, as determined from the financial statements of the Relevant Group.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

For avoidance of doubt, EBITDA for any Relevant Period includes any extraordinary and exceptional gains including Tax and
license fee refunds and any interest on such refunds in that Relevant Period.

Interest Expense definition for


LOGO
 42,287 million (US$ 778 million) loans:

Interest Expense means, in relation to any
Relevant Period, the aggregate amount of interest and any other finance charges (whether or not paid, payable or capitalized) accrued by the Relevant Group in the relevant fiscal year in respect of borrowings including:



|a. | the interest element of leasing and hire purchase payments;
|-- | -----------------------------------------------------------



|b. | commitment fees, commissions, arrangement fees and guarantee fees; and
|-- | ----------------------------------------------------------------------



|c. | amounts in the nature of interest payable in respect of any Shares other than equity share capital, adjusted (but without double counting) by adding back the net amount
payable (or deducting the net amount receivable) by members of the Relevant Group in respect of that Relevant Period under any interest or (so far as they relate to interest) currency hedging arrangements and all as determined from the financial
statements.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Interest Expense definition for


LOGO
 18,476 million (US$ 340 million) loans:

Interest Expense means, in relation to any
Relevant Period, the amount of interest shown as interest expense in the profit and loss account of the Relevant Group in that Relevant Period in respect of borrowings.

Net Interest Expense means Interest Expense less all income received by the Relevant Group in the relevant fiscal year in respect of any cash and/or cash equivalents and investments
made in mutual funds, bank deposits and any other available means of surplus funds investment of the Relevant Group.

Based on the covenants
levels as on March 31, 2013, the Company excluding the South African subsidiary Neotel could have raised additional debt of


LOGO
 18,643 million without breaching any of its debt covenants as of March 31, 2013. Accordingly, considering the Companys current financial position, and taking into account managements assessment of its
business potential, the Company anticipates that it will continue to comply with the covenants described above.



72



---

Details of Loan covenant restrictions applicable to Long term ZAR denominated loans:

For fiscal 2013, the financial loans covenants are applicable to long-term ZAR denominated loans in the Companys South African
subsidiary Neotel.

A breach of any financial covenant, if not waived will result in an event of default under the applicable loan agreement
and will give the lenders the right to demand immediate loan repayments. The financial covenants that are applicable for fiscal 2013 and beyond are set out below in table.



|    |  |                                                                             |  |                    |  |                                                                                                                                                         |  |   |  |           |  |       
|--- |  | --------------------------------------------------------------------------- |  | ------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - |  | --------- |  | ------
|No. |  | Loan balance as of
March 31, 2013 to which Financial Covenant
is
applicable |  | Financial
Covenant |  | Threshold & Actual level
pertaining to the financial covenant                                                                                          
|1   |  | LOGO
 26,175 million (US$ 481 million)                                      |  | EBITDA Levels      |  | EBITDA in respect of each Historic Test Period ending on the Quarter Date shall exceed the amount set out next to that Quarter Date below: ZAR millions
|    |  |                                                                             |  |                    |  |                                                                                                                                                        
|    |  |                                                                             |  |                    |  |                                                                                                                                                         |  |   |  | Threshold |  | Actual
|    |  |                                                                             |  |                    |  | Jun 30, 2012                                                                                                                                            |  | : |  | 79        |  | Waived
|    |  |                                                                             |  |                    |  | Sep 30, 2012                                                                                                                                            |  | : |  | 168       |  | 227   
|    |  |                                                                             |  |                    |  | Dec 31, 2012                                                                                                                                            |  | : |  | 280       |  | 344   
|    |  |                                                                             |  |                    |  | Mar 31, 2013                                                                                                                                            |  | : |  | 447       |  | 512   
|    |  |                                                                             |  |                    |  | Jun 30, 2013                                                                                                                                            |  | : |  | 622       |  |      
|    |  |                                                                             |  |                    |  | Sep 30, 2013                                                                                                                                            |  | : |  | 816       |  |      
|    |  |                                                                             |  |                    |  | Dec 31, 2013                                                                                                                                            |  | : |  | 1,046     |  |      
|    |  |                                                                             |  |                    |  | Mar 31, 2014                                                                                                                                            |  | : |  | 1,304     |  |      
|    |  |                                                                             |  |                    |  | Jun 30, 2014                                                                                                                                            |  | : |  | 1,604     |  |      
|    |  |                                                                             |  |                    |  | Sep 30, 2014                                                                                                                                            |  | : |  | 1,957     |  |      
|    |  |                                                                             |  |                    |  | Dec 31, 2014                                                                                                                                            |  | : |  | 2,346     |  |      
|    |  |                                                                             |  |                    |  | Mar 31, 2015                                                                                                                                            |  | : |  | 2,802     |  |      



73



---

|    |  |                                                                             |  |                            |  |                                                                                                                                                                      |  |   |  |           |  |       
|--- |  | --------------------------------------------------------------------------- |  | -------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - |  | --------- |  | ------
|No. |  | Loan balance as of
March 31, 2013 to which Financial Covenant
is
applicable |  | Financial
Covenant         |  | Threshold & Actual level
pertaining to the financial covenant                                                                                                       
|2   |  | LOGO
 26,175 million (US$ 481 million)                                      |  | Total Group Revenue Levels |  | Total Group Revenue in respect of each Historic Test Period ending on the Quarter Date shall exceed the amount set out next to that Quarter Date below: ZAR
millions |  |  
|    |  |                                                                             |  |                            |  |                                                                                                                                                                     
|    |  |                                                                             |  |                            |  |                                                                                                                                                                      |  |   |  | Threshold |  | Actual
|    |  |                                                                             |  |                            |  | Jun 30, 2012                                                                                                                                                         |  | : |  | 741       |  | Waived
|    |  |                                                                             |  |                            |  | Sep 30, 2012                                                                                                                                                         |  | : |  | 778       |  | 783   
|    |  |                                                                             |  |                            |  | Dec 31, 2012                                                                                                                                                         |  | : |  | 827       |  | 827   
|    |  |                                                                             |  |                            |  | Mar 31, 2013                                                                                                                                                         |  | : |  | 890       |  | 854   
|    |  |                                                                             |  |                            |  | Jun 30, 2013                                                                                                                                                         |  | : |  | 942       |  |      
|    |  |                                                                             |  |                            |  | Sep 30, 2013                                                                                                                                                         |  | : |  | 973       |  |      
|    |  |                                                                             |  |                            |  | Dec 31, 2013                                                                                                                                                         |  | : |  | 1055      |  |      
|    |  |                                                                             |  |                            |  | Mar 31, 2014                                                                                                                                                         |  | : |  | 1094      |  |      
|    |  |                                                                             |  |                            |  | Jun 30, 2014                                                                                                                                                         |  | : |  | 1146      |  |      
|    |  |                                                                             |  |                            |  | Sep 30, 2014                                                                                                                                                         |  | : |  | 1211      |  |      
|    |  |                                                                             |  |                            |  | Dec 31, 2014                                                                                                                                                         |  | : |  | 1278      |  |      
|    |  |                                                                             |  |                            |  | Mar 31, 2015                                                                                                                                                         |  | : |  | 1370      |  |      



74



---

|    |  |                                                                             |  |                                      |  |                                                                                                                                                                                           |  |   |  |           |  |  |  |        |        |  
|--- |  | --------------------------------------------------------------------------- |  | ------------------------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - |  | --------- |  |  |  | ------ | ------ | -
|No. |  | Loan balance as of
March 31, 2013 to which Financial Covenant
is
applicable |  | Financial
Covenant                   |  | Threshold &
Actual level pertaining to the financial covenant                                                                                                                             | 
|3   |  | LOGO
 26,175 million (US$ 481 million)                                      |  | Cash Flow Available for Debt Service |  | The Cash Flow Available for Debt Service in respect of each Historic Test Period ending on the Quarter Date shall exceed
the amount set out next to that Quarter Date below: ZAR millions | 
|    |  |                                                                             |  |                                      |  |                                                                                                                                                                                           | 
|    |  |                                                                             |  |                                      |  |                                                                                                                                                                                           |  |   |  | Threshold |  |  |  | Actual |       
|    |  |                                                                             |  |                                      |  | Jun 30, 2012                                                                                                                                                                              |  | : |  | (146)     |  |  |  |        | Waived |  
|    |  |                                                                             |  |                                      |  | Sep 30, 2012                                                                                                                                                                              |  | : |  | (314)     |  |  |  |        | (81    | )
|    |  |                                                                             |  |                                      |  | Dec 31, 2012                                                                                                                                                                              |  | : |  | (306)     |  |  |  |        | (146   | )
|    |  |                                                                             |  |                                      |  | Mar 31, 2013                                                                                                                                                                              |  | : |  | (128)     |  |  |  |        | (91    | )
|    |  |                                                                             |  |                                      |  | Jun 30, 2013                                                                                                                                                                              |  | : |  | (30)      |  |  |  |        |       |  
|    |  |                                                                             |  |                                      |  | Sep 30, 2013                                                                                                                                                                              |  | : |  | 68        |  |  |  |        |       |  
|    |  |                                                                             |  |                                      |  | Dec 31, 2013                                                                                                                                                                              |  | : |  | 195       |  |  |  |        |       |  
|    |  |                                                                             |  |                                      |  | Mar 31, 2014                                                                                                                                                                              |  | : |  | 115       |  |  |  |        |       |  
|    |  |                                                                             |  |                                      |  | Jun 30, 2014                                                                                                                                                                              |  | : |  | 616       |  |  |  |        |       |  
|    |  |                                                                             |  |                                      |  | Sep 30, 2014                                                                                                                                                                              |  | : |  | 870       |  |  |  |        |       |  
|    |  |                                                                             |  |                                      |  | Dec 31, 2014                                                                                                                                                                              |  | : |  | 1,133     |  |  |  |        |       |  
|    |  |                                                                             |  |                                      |  | Mar 31, 2015                                                                                                                                                                              |  | : |  | 1,061     |  |  |  |        |       |  

OTHER FINANCIAL COVENANTS

Total Debt plus Mezzanine Debt to Shareholder Equity Ratio

The ratio of Total Debt plus Mezzanine Debt to Shareholder Equity shall not exceed 1.5:1.

Actual level for Fiscal 2012: 1.14

Actual
Levels for Fiscal 2013: 1.05



75



---

Historic Test Period means last four consecutive financial quarters.

Basis of Calculation

The calculation of
ratios and other amounts shall be made by reference to the latest annual financial statements and/or quarterly management accounts and/or latest updated financial model and other financial information of Neotel, or other period in relation to which
the calculation is made.

Other material limitationsDebt and non-debt financing with respect to Tata Communications Limited:

Panatone Finvest Limited and the GoI agreed in the Shareholders Agreement that the Company would not undertake certain corporate
actions unless at least one director nominated by each of them (in the case of a Board meeting) or at least one authorized representative nominated by each of them (in the case of a shareholder meeting) consents to such action. These actions
include, among other things, the granting of any security or incurring of indebtedness in excess of the net worth of the Company per se. In the event that Panatone Finvest Limited and the GoI fail to agree on such matters, their disagreement could
result in the Companys inability to borrow funds for future expansion.

However, the Board of Directors of the Company including the
nominee directors of the GoI and Panatone Finvest Limited agreed to allow the Company to raise debt, create security and provide guarantees for debt which may in the aggregate exceed the net worth of the Company per se by up to


LOGO
 41,990 million, subject to the Company obtaining shareholders approval in the event the borrowings of the Company on a unconsolidated basis exceed the unconsolidated net worth of the Company as per Indian
GAAP. The unconsolidated net worth of the Company as per Indian GAAP as on March 31, 2013 stood at


LOGO
 75,164 million and unconsolidated (standalone) borrowings of the Company as on March 31, 2013 stood at


LOGO
 7,747 million. In view of the above approval and the fact that the unconsolidated borrowings are well within the unconsolidated net worth of the Company, management believes that the Company has no material
restrictions to raise additional debt necessary to fund its expansion plans.

The authorized share capital of the Company is


LOGO
 4,000 million (


LOGO
 4,000 million as on March 31, 2012) of which the issued share capital is


LOGO
 2,850 million at a par value of 10 per share. The Ministry of Corporate Affairs (MCA) gave effect in its records to an increase in the Companys authorized capital from


LOGO
 3,000 million to


LOGO
 4,000 million in the fiscal year 2012. In December 2007, the Companys Board approved a merger (VBL Merger) of the Companys wholly owned subsidiary, VSNL Broadband Limited (VBL), with and into the Company.
The Honorable Bombay High Court approved the VBL Merger in its order dated April 3, 2009. In December 2011, the MCA gave effect in its records to the VBL Merger, i.e. the MCA merged the records of VBL into the Company. The authorized capital of
VBL was


LOGO
 1,000 million and was also merged into the Company by the MCA. Consequently, the authorized capital of the Company increased from


LOGO
 3,000 million to


LOGO
 4,000 million. The Companys Board approved submitting a proposal to the GoI in fiscal 2010 for its concurrence that, if it is approved by the GoI this would result in the authorized share capital of the Company
further increasing. The proposal and alternatives are being looked into by the concerned parties. In light of the Companys expected capital needs and other available sources of funds, including debt and internally generated funds, and the
Companys ability to raise equity if necessary by increasing paid-up capital, without increasing authorized capital, the Company does not believe that the failure to increase its authorized share capital will have an adverse effect on the
Company.

Disclosure on Short Term Borrowings:

The Companys short term borrowings were in the nature of Buyers credit, Overdrafts and Bilateral Bank Loans.

Buyers Credit:

Buyers credit funds were availed of for financing trade
imports as and when required. Buyers credit are offered by banks for funding capital goods imports with an option to roll over the facility for a maximum period of three years which results in cash liquidity for a longer period at short
term-rates.

The lenders for these transactions are banks and hence there is minimal credit risk.



76



---

We availed ourselves of buyers credit as and when there were capital imports which resulted in peak
borrowing. Our use of buyers credit explains the difference between our average borrowings for fiscal 2013 and borrowings outstanding as at March 31, 2013 appearing in Table 1 below.

Overdrafts and Bilateral Bank Loans:

We availed ourselves of bilateral bank loans and overdrafts to meet our working capital shortfalls. The lenders for these transactions are banks, therefore there is minimal credit risk.

Our short-term borrowings were requirement-based resulting in peak borrowing as appearing in the table below. A portion of these short-term borrowings
were repaid during the year and a portion were borrowed mid-year which explains the difference between average borrowings for fiscal 2013 and borrowings outstanding as at March 31, 2013 detailed in the table below.



|                      |  |          |  |                                     |        |  |                                          |  |        |                                          |  |  |                                          |  |  |  |       |  
|--------------------- |  | -------- |  | ----------------------------------- | ------ |  | ---------------------------------------- |  | ------ | ---------------------------------------- |  |  | ---------------------------------------- |  |  |  | ----- | -
|Category              |  | Currency |  | AmountOutstanding as atend Mar 2013 |        |  | Average amountoutstanding during theyear |  |        | Maximum Amountoutstanding during theyear |  |  | WeightedAverageInterest rate forthe year | 
|                      |  |          |  | Millions                            |        |  | Millions                                 |  |        | Millions                                 |  |  | Millions                                 | 
|India                 |  |          |  |                                     |        |  |                                          |  |        |                                          |  |  |                                          |  |  |  |       |  
|Buyers credit        |  | US$      |  |                                     | 27.55  |  |                                          |  | 29.65  |                                          |  |  | 38.61                                    |  |  |  | 2.63  | %
|Overdrafts            |  | LOGO     |  |                                     |       |  |                                          |  | 243.58 |                                          |  |  | 4,090.33                                 |  |  |  | 11.40 | %
|International         |  |          |  |                                     |        |  |                                          |  |        |                                          |  |  |                                          |  |  |  |       |  
|Overdrafts            |  | US$      |  |                                     | 51.20  |  |                                          |  | 29.37  |                                          |  |  | 74.41                                    |  |  |  | 3.25  | %
|Short term borrowings |  | US$      |  |                                     | 35     |  |                                          |  | 134.99 |                                          |  |  | 150                                      |  |  |  | 2.44  | %
|SNOSPV                |  |          |  |                                     |        |  |                                          |  |        |                                          |  |  |                                          |  |  |  |       |  
|Short term borrowings |  | US$      |  |                                     | 30     |  |                                          |  | 22.36  |                                          |  |  | 30                                       |  |  |  | 2.73  | %
|Overdrafts            |  | US$      |  |                                     |       |  |                                          |  | 11.49  |                                          |  |  | 20.04                                    |  |  |  | 3.50  | %
|Neotel                |  |          |  |                                     |        |  |                                          |  |        |                                          |  |  |                                          |  |  |  |       |  
|Short term borrowings |  | ZAR      |  |                                     | 504.24 |  |                                          |  | 76.73  |                                          |  |  | 504.24                                   |  |  |  | 8.44  | %
|                      |  |          |  |                                     |       
|TCTSL                 |  |          |  |                                     |        |  |                                          |  |        |                                          |  |  |                                          |  |  |  |       |  
|                      |  |          |  |                                     |       
|Overdrafts            |  | LOGO     |  |                                     |       |  |                                          |  | 2.20   |                                          |  |  | 92.18                                    |  |  |  | 12.40 | %

Off-Balance Sheet Arrangements

The Company has provided a guarantee relating to representations and warranties made in connection with the sale of the Companys investment in TTSL. These representation and warranties mainly relate
to the validity of the Companys title to TTSL Shares, validity of the sale and issuance of the Shares by the Company and TTSL, validity of TTSLs telecommunication license. Additionally the guarantee indemnifies the buyer against any loss
on account of unrecorded or undisclosed liabilities, and for any loss that the buyer may incur in relation to TTSLs contingent liabilities existing as on the date of the sale agreements. The share of the Company in respect of specified
contingent liabilities is


LOGO
 417 million (US$ 8 million).



77



---

Table of Aggregate Contractual Obligations

The Company had the following contractual and commercial commitments related to normal business activities as of March 31, 2013:



|                            |  |                                              |         |  |                 |  |        |           |  |  |           |  |  |                  |        |  |  |  |        | 
|--------------------------- |  | -------------------------------------------- | ------- |  | --------------- |  | ------ | --------- |  |  | --------- |  |  | ---------------- | ------ |  |  |  | ------ | 
|                            |  | Payments Due by Period(


LOGO
 in millions) |        
|                            |  | Total                                        |         |  | Less Than1 Year |  |        | 1-3 Years |  |  | 3-5 Years |  |  | More than5 years |       
|Long-Term Debt              |  |                                              | 117,434 |  |                 |  | 20,875 |           |  |  | 60,933    |  |  |                  | 20,858 |  |  |  | 14,768 | 
|Purchase Obligations        |  |                                              | 5,931   |  |                 |  | 5,615  |           |  |  | 316       |  |  |                  |       |  |  |  |       | 
|Operating Lease Obligations |  |                                              | 25,203  |  |                 |  | 5,135  |           |  |  | 8,048     |  |  |                  | 5,257  |  |  |  | 6,763  | 

The Company is not involved in any trading activities.

Capital Expenditures

The Company has forecast total capital expenditures of approximately


LOGO
 31,654 million (US$ 581 million) including a forecast for Neotel in its annual operating plan for fiscal 2014 for upgrading facilities and setting up new networks and facilities. The bulk of the capital
expenditures will be made to enhance the transmission capacities and last-mile connectivity of the Company, both inland and offshore, the primary benefit of which will be an expansion in our capacity, but the enhancements will also improve network
resilience, expand network reach, optimize our network and enable us to offer newer services and solutions. The data and Internet product businesses of the GDMS segment of the Company will derive the most benefits from these advancements. In
addition, the Company expects to make capital expenditures to grow its ILD voice business, including expenditures to develop and acquire information technology assets, sustenance capital expenditures and expenditures to enhance infrastructure. The
Company also expects to make capital expenditures to develop infrastructure that will be able to be used in all segments of the Company.

Research and Development, Patents and Licenses

The Company conducts its own internal research and development and strives to protect these efforts through applicable intellectual property rights regimes in order to achieve its strategic goals and to
remain a leader in current technological advancements. The main focus of the Companys internal research and development activity is the exploration of suitable technologies that will enable the Company to best serve its customers, gain a
competitive advantage in the telecommunications market and reduce its cost of operations. The research and development that the Company has focused on in recent years has been on access technologies, content delivery systems, tools for network
optimization, applications for network inventory systems and Internet applications.

In accordance with the Companys accounting policy
on research and development, all costs incurred in connection with research and development by the Company are charged to the income statement under the relevant line items.

Financial and Management Accounting and Reporting Systems

The Company was subject to
various laws and GoI policies in respect of public sector enterprises and followed procedures appropriate for a public sector entity until its privatization in fiscal 2002. Consequently, the Company did not have the financial and management
accounting and reporting systems that are typical of private comparable companies outside India. Although the Company initiated various steps to improve its processes and systems, the Company must continue to invest in improving its processes and
systems in light of the dynamic conditions and changes within the industry in which it operates. In addition, the Company has grown quickly as a result of significant acquisitions in fiscal 2006. In fiscal 2009, the Company introduced new processes
and upgraded the ERP system for its international operations due to which the accounting and reporting systems have significantly stabilized.



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In June 2011, the Company upgraded the ERP system for Indian operations to the latest and improved version.
The Company migrated most of the entities of the group to a common ERP system in fiscal 2012 and is also implementing a specialized tool for planning and consolidation which is expected to be completed during fiscal 2014.

The Company has made and will continue to make significant efforts to further develop and maintain effective accounting and reporting systems.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Directors and Principal Officers

The
Company is managed by its board of directors (the Board). The Indian Companies Act, 1956 (the Act) and the Companys Articles of Association (the Articles) provide for a Board of not less than three and not
more than twelve directors.

Under the Articles and in accordance with the SHA and SPA, the composition of the Board is determined as follows:

The Board is to be comprised of 12 directors. At least three-fourth of the total number of directors must, at all times, be Indian nationals.

So long as the GoI holds at least 10% of the voting equity share capital of the Company, the composition of the Board must be as follows:



| |  |  | Four out of 12 directors must be permanent or non-retiring directors, of which the GoI and Panatone Finvest Limited are entitled to appoint two
directors each.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The remaining eight directors retire by rotation. Of the retiring directors, four directors must be independent directors. Panatone Finvest Limited and
the GoI are entitled to recommend two independent directors each.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The composition of the remaining four directors, i.e. the retiring non-independent directors, must be determined as follows:
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| |  |  | So long as Panatone Finvest Limited, together with its affiliates, holds 25% of the voting equity Shares of the Company, the GoI and Panatone Finvest
Limited nominate two such directors each.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | As soon as Panatone Finvest Limited acquires and holds more than 25% but less than 30% of the voting equity Shares of the Company, Panatone Finvest
Limited will have the right to appoint three such directors and the GoI will have the right to appoint one such director.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | As soon as Panatone Finvest Limited acquires and holds more than 30% of the voting equity Shares of the Company, Panatone Finvest Limited will have the
right to appoint all four such directors.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Notwithstanding anything to the contrary above:



| |  |  | The GoI has the right to appoint two non-retiring directors so long as the GoI holds at least 10% of the voting equity Shares of the Company.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The GoI is entitled to appoint one non-retiring director so long as the GoI is a shareholder of the Company.
| | - |  | ------------------------------------------------------------------------------------------------------------



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| |  |  | If a person who is not a party to the SHA acquires Companys Shares or the right to appoint directors from the GoI, Panatone Finvest Limited or
another party to the SHA and requests the right to nominate one or more directors, such person will be entitled to nominate one or more directors depending on the percentage of equity Shares of the Company held by such person.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The proportion of representation of the GoI and Pantone Finvest Limited on any committees or sub-committees of the Board must be the same as that of
such party on the Board.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In the event the Board constitutes a share transfer committee for the purpose of effecting the transfer of Companys Shares, such share transfer
committee must include one nominee each of Panatone Finvest Limited and the GoI.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | As long as Panatone Finvest Limited holds 25% of the voting equity Shares of the Company, one of the directors nominated by Panatone Finvest Limited
must be the Managing Director of the Company.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As of July 30, 2013, the Board had ten directorsthree independent
directors, two directors nominated by the GoI and five directors nominated by Panatone Finvest Limited. The Company has received a letter from Panatone Finvest Limited which was placed before the Board of Directors in May 2013. The letter recommends
appointment of Mr. Bharat Vasani on the Board of the Company in the stead of Mr Arun Gandhi who earlier resigned from the Board. The Board decided that as per the requirement of the operating licences of the Company, Mr. Vasani would be appointed on
the Board as an additional director only after receiving necessary GoI clearance.

As reported to the Indian Stock Exchanges, the Company has
as its Chairman a non-executive director (Independent Director) and hence as per Clause 49(IA) of the Listing Agreement with Indian Stock Exchanges at least one-third of the Board must be comprised of independent directors. In February 2002, when
the GoI transferred 25% of its stake in the Company to Panatone Finvest Limited, SHA and SPA were signed and the said agreements sets forth the rights of Panatone Finvest Limited and the GoI to nominate directors on the Board of the Company. The
relevant clauses from the agreements were incorporated in the Memorandum and Articles of Association of the Company. Under the Articles of Association and in accordance with the agreements referred to above, the Board is to be comprised of 12
directors, 4 of which must be independent directors and the GoI and Panatone Finvest Limited are entitled to recommend two independent directors each.

As on July 30, 2013, the Board was comprised of 10 directors of which 3 were independent directors thus falling below the stipulated requirement of having one third of the directors as independent
directors. Two out of the three independent directors on the Board were recommended by the Panatone Finvest Limited and the remaining one independent director was recommended by the GoI. Since June 2011, the GoI is in the process of recommending the
name of the other independent director. The Company has requested the GoI time and again to recommend the name of one more independent director. The GoI in its letter dated April 27, 2012 indicated that the process for recommending the name of
another independent director is being pursued vigorously to complete formalities and obtain approvals within the GoI.

Until such time that
the recommendation of one more independent director is received from the GoI and the Board appoints one more independent director, the Company will not be compliant with Clause 49(IA) (ii) of the Listing Agreement with Indian Stock Exchanges
i.e., to have one third of the directors as independent directors.



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The business address of each of the directors is the registered office of the Company. As of July 30,
2013, the directors, their positions and terms were as follows:



|                       |  |     |  |                                                     |  |                              |  |               
|---------------------- |  | --- |  | --------------------------------------------------- |  | ---------------------------- |  | --------------
|Name                   |  | Age |  | Position                                            |  | Term                         |  | Director Since
|Subodh Bhargava        |  | 71  |  | Independent Director and Chairman                   |  | Liable to retire by rotation |  | May 2002      
|                       |  |     |  |                                                    
|Vinod Kumar            |  | 48  |  | Managing Director and Group Chief Executive Officer |  | Non-retiring Director        |  | February 2007 
|                       |  |     |  |                                                    
|Srinath Narasimhan     |  | 51  |  | Director                                            |  | Liable to retire by rotation |  | February 2002 
|                       |  |     |  |                                                    
|Kishor A. Chaukar      |  | 66  |  | Director                                            |  | Liable to retire by rotation |  | July 2002     
|                       |  |     |  |                                                    
|Amal Ganguli           |  | 74  |  | Independent Director                                |  | Liable to retire by rotation |  | July 2006     
|                       |  |     |  |                                                    
|S. Ramadorai           |  | 69  |  | Director                                            |  | Liable to retire by rotation |  | June 2007     
|                       |  |     |  |                                                    
|Dr. Ashok Jhunjhunwala |  | 60  |  | Director                                            |  | Liable to retire by rotation |  | October 2008  
|                       |  |     |  |                                                    
|Uday B Desai           |  | 62  |  | Independent Director                                |  | Liable to retire by rotation |  | June 2011     
|                       |  |     |  |                                                    
|Ajay Kumar Mittal(1)   |  | 58  |  | Director (GoI Nominee)                              |  | Non-retiring Director        |  | August 2011   
|                       |  |     |  |                                                    
|Saurabh Tiwari(1)      |  | 46  |  | Director (GoI Nominee)                              |  | Non-retiring Director        |  | August 2011   



|(1) | Typically, nominee directors continue on the Board for so long as the nomination is not changed by the GoI.
|--- | -----------------------------------------------------------------------------------------------------------

There are no exclusive directors service contracts providing for benefits upon termination of employment with the Company or any of its
subsidiaries except those normal retirement benefits applicable to the employees of the Company. However, as per the agreement between the Company and Mr. Vinod Kumar, his employment can be terminated by either party by giving six months notice
or by the Company on paying six months basic salary in lieu thereof.

Set forth below is selected biographical information for the
Companys directors:

MR. SUBODH BHARGAVA

CHAIRMAN

Mr. Subodh Bhargava, born in 1942, holds a Degree in Mechanical Engineering
from IIT, Roorkee. He started his career with Balmer Lawrie & Co., Kolkata before joining the Eicher group of companies in Delhi in 1975. On March 31, 2000, he retired as the Group Chairman and Chief Executive and is now the Chairman
Emeritus, Eicher group.

He is the past President of CII and the Association of Indian Automobile Manufacturers; and the Vice President of the
Tractor Manufacturers Association. Over several years, he has been a key spokesperson for Indian industry, contributing to and influencing government policy while simultaneously working with industry to evolve new responses to the changing
environment.

He was a member of the Insurance Tariff Advisory Committee, the Economic Development Board of the government of Rajasthan. He
was also the chairman of the National Accreditation Board for Certifying Bodies (NABCB) under the aegis of the Quality Council of India (QCI).

Mr. Bhargava has been closely associated with technical and management education in India. He was the Chairman of the Board of Apprenticeship
Training and Member of the Board of Governors of IIT, Roorkee; The Indian Institute of Foreign Trade, New Delhi; Indian Institute of Management, Indore; the Entrepreneurship Development Institute of India, Ahmedabad.

He is currently on the Board of Governors of IIM Lucknow, IIM, Kashipur and other Institutions for Engineering and Business Management Education; the
Centre for Policy Research; Member, Technology Development Board, Ministry of Science & Technology, Govt. of India.

He has been
conferred with the first IIT Roorkee Distinguished Alumnus Award in 2005 by Indian Institute of Technology, Roorkee and the Gaurav Shri Award in 2011 by Agra University. He has also been recognized as the Best Independent Director 2011
by Asian Center for Corporate Governance and Sustainability.



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Mr. Bhargava is the Chairman of Tata Communications Ltd; GlaxoSmithKline Consumer Healthcare Ltd; TRF
Ltd; Tata Communications International Pte Ltd and also Advisory Board, Wartsila India Ltd and Director on the boards of several Indian Corporates such as Tata Steel Ltd; Tata Motors Ltd; Larsen & Toubro Ltd. etc.

MR. VINOD KUMAR

MANAGING
DIRECTOR & GROUP CEO

Mr. Vinod Kumar is Managing Director of Tata Communications Limited and CEO of the Tata Communications
group, part of the USD 83.5 billion Tata Companies.

Mr. Kumar joined Tata Communications in April 2004, just when the company was
embarking on its international growth. He was closely associated with the acquisitions of TGN and Teleglobe and assumed responsibility as Managing Director of the companys international operations. Subsequently, he was promoted to Chief
Operating Officer, whilst managing the Global Data Business Unit as well as the Engineering and Operations functions. Mr. Kumar was also appointed as a non-executive director on the Board of Tata Communications Limited in February 2007. In
February 2011, Mr. Kumar was appointed as the Managing Director and Group CEO of Tata Communications Limited.

Mr. Kumar has been at
the forefront of Tata Communications shift away from traditional network services towards managed services and recently, cloud computing. With over 20 years of experience in the global telecom industry, Mr. Kumar has an impressive track
record in developing business strategies and creating fast growth organizations across the world.

Prior to Tata Communications, he was Senior
Vice President of Asia Netcom, responsible for generating top-line growth including strategy formulation, product marketing and sales. He was actively involved in the financial restructuring and eventual asset sale of Asia Global Crossing to China
Netcom, resulting in the formation of Asia Netcom. In 1999, Mr. Kumar joined World Com Japan as Chief Executive Officer. Prior to this, he held various senior positions in Global One in the United States and Asia where he has had major
responsibilities in market management, sales, marketing, product management, multinational account management and operations.

Mr. Kumar
is a Member on the Board of Economic Development Board (EDB), the lead government agency responsible for planning and executing strategies to enhance Singapores position as a global business centre and grow the Singapore economy.
Mr. Kumar is also a Member on the Governing Council of Human Capital Leadership Institute (HCLI) in Singapore, a premier institution for raising human capital management capabilities in Asia.

Mr. Kumar was born in 1965 and graduated with honors in Electrical and Electronic Engineering from the Birla Institute of Technology and Science in
India.

MR. NARASIMHAN SRINATH

DIRECTOR

Mr. N. Srinath, born in
1962, has a degree in Mechanical Engineering from IIT (Chennai) and a Management Degree from IIM (Kolkata), specialising in Marketing and Systems.

Since joining the Tata Administrative Services in 1986, Mr. Srinath has held positions in Project Management, Sales & Marketing, and Management in different Tata companies in the ICT sector
over the last 27 years.

On completing his probation with the TAS in 1987, Mr. Srinath joined Tata Honeywell, a start-up in the business
of process control systems, as Project Executive working till late 1988 on securing various statutory approvals and funding necessary for the project. He then moved to Tata Industries as Executive Assistant to the Chairman, an assignment he handled
till March 1992. In that period, he was also part of the team that set up Tata Information Systems (later Tata IBM). From June 1992 to February 1998 he handled a number of assignments in Tata Information Systems Limited in Sales & Marketing
to enterprise customers in the banking, retail, petroleum and process manufacturing sectors.



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In March 1998, Mr. Srinath returned to Tata Industries as General Manager (Projects) responsible for
overseeing the project implementation of Tata Teleservices fixed line telecom service in the state of Andhra Pradesh. In April 1999, he took over as the Chief Operating Officer of Tata Teleservices responsible for Sales, Customer Service, Networks
and Information Technology.

From late 2000 till February 2002, he was the Chief Executive Officer of Tata Internet Services, a start-up
Internet services business serving retail and enterprise customers. Mr. Srinath joined Tata Communications (then known as VSNL) in 2002 as Director (Operations) when the Tata group was selected as the strategic partner at the company. He was
appointed as the Managing Director of Tata Communications Limited & CEO of the Tata Communications global group of companies in February 2007. Under his leadership, Tata Communications has transformed from a monopoly, public sector
undertaking into a global communications services provider offering advanced network, managed and cloud services to customers worldwide.

Mr. Srinath has received several recognitions in the telecom industry. He was named the Telecom CEO of the Year in Asia by the leading
publishing group Telecom Asia in the 2006 edition of their awards. The Institute of Economic Studies (IES), a research oriented organization, conferred its Udyog Rattan Award on Mr. Srinath in November 2006. In 2008 and 2009, Mr. Srinath
was named as the worlds eighth most influential telecom personality by the Global Telecoms Business magazine as well as the Telecom Person of the Year by the India-based Voice and Data magazine in 2008.

Since February 1, 2011, he has been appointed as the Managing Director of Tata Teleservices Limited one of Indias leading mobile service
providers.

MR. KISHOR A. CHAUKAR

DIRECTOR

Mr. Kishor A. Chaukar (65) retired in August 2012, from being the
Managing Director of Tata Industries Limited (TIL). TIL is the smaller of the two principal holding companies of the Tata group, Indias largest and the best-known conglomerate. TIL acts as the new projects-promotion arm of the Group, and
spearheads the entry of the group in the emerging high-tech and sunrise sectors of the economy.

While at TIL, Mr. Chaukar was also a
member of the Group Corporate Centre, which is engaged in strategy formation at the House of Tata. Mr. Chaukar chaired for several years the Tata Council for Community Initiatives (TCCI)  the nodal forum of the group on matters related to
Corporate Sustainability, and was a member of the Board and Advisory Board of some national and international organisations in the Corporate Sustainability and Human Rights space.

Mr. Chaukar is a Member of the Boards of several Tata companies and the Chairman of Tata Teleservices (Maharashtra) Ltd., Tata Business Support Services. Mr. Chaukar is a Trustee of BAIF
Development Research Foundation.

Prior to joining Tatas, Mr. Chaukar was the Managing Director of ICICI Securities & Finance
Company Limited (July 1993 to October 1998), and a member of the Board of Directors of ICICI Limited from (February 9, 1995 to October 15, 1998). During 1975-85, he served as an Executive Secretary of Bharatiya Agro Industries Foundation,
an NGO engaged in extending relevant technology into rural India for generating economically remunerative employment.

He holds a BA degree in
Economics from Karnataka University and a Post-Graduate Diploma in Management from the Indian Institute of Management, Ahmedabad. He also holds a DEA in Rural Economics from the University of Dijon, France.

MR. AMAL GANGULI

DIRECTOR

Mr. Amal Ganguli, born in 1939, is a fellow member of the Institute of Chartered Accountants of India and the Institute of Chartered
Accountants in England and Wales and a member of the New Delhi Chapter of The Institute of Internal Auditors, Florida, USA. He was the Chairman and Senior Partner of Price Waterhouse Coopers (PWC), India till his retirement on March 31, 2003.
Besides his qualifications in the area of accounting and auditing, Mr. Ganguli is an alumnus of IMI, Geneva.



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Mr. Ganguli, trained in the UK to become a Chartered Accountant. He was seconded as a Partner to PWC,
UK/USA for a year in 1972-73. During his career spanning over 40 years, Mr. Gangulis range of work included International Tax advice and planning, cross border investments, Corporate mergers and re-organizations, financial evaluation of
projects management, operational and statutory audit and consulting projects funded by International funding agencies. In the course of his professional career, he has dealt with a variety of clients including US AID, World Bank, ADB, NTPC, Alcatel,
GE, Hindustan Lever, STC, Hewlett Packard and IBM.

Mr. Ganguli is a member of the Board of Directors of several companies such as Hughes
Communications India Limited, HCL Technologies Limited, New Delhi Television Limited, Century Textiles and Industries Limited, Aricent Technologies (Holdings) Ltd, AVTEC Ltd, ICRA Ltd, Maruti Suzuki India Ltd and others.

Mr. Ganguli is a member of Audit Committees of HCL Technologies Limited, Century Textiles and Industries Limited, and ICRA Ltd. He is chairman of
the Audit Committee of New Delhi Television Ltd, Tata Communications Ltd and Maruti Suzuki India Ltd.

Mr. S. RAMADORAI

DIRECTOR

Mr. S.
Ramadorai was recently appointed as the Chairman of National Skill Development Corporation (NSDC) the Public Private Partnership arm of the GoI for creating large, for-profit vocational institutions. However, this is not his first foray into public
service. In 2011, the GoI had appointed him as the Adviser to the Prime Minister in the National Council on Skill Development, in the rank of a Cabinet Minister. Recently, the Council was subsumed into the National Skill Development Agency (NSDA) in
June 2013.

Mr. Ramadorai continues as the ViceChairman of Tata Consultancy Services Ltd, a company he has been associated with,
for the past 41 years. He took over as CEO in 1996 when the companys revenues were at $ 155 million and has since then led the company through some of its most exciting phases, including its going public in 2004. In October 2009, he
stepped down as CEO, leaving a USD 6 billion global IT services company to his successor, while he took over the mantle of Vice Chairmanship of the company. Today, the companys revenues stand at USD 11.06 billion for year ended March 31,
2013, with an employee base of over 276,000 of the worlds best trained IT consultants in 44 countries.

Mr. Ramadorai is also the
Chairman of other Tata companiesTata Elxsi Ltd, Tata Technologies Ltd and CMC Ltd. He is on the Boards of a number of non Tata companies and educational institutionsHindustan Unilever Limited, BSE Limited and the MIT Sloan School of
Management (EMSAB).

In recognition of Mr. Ramadorais commitment and dedication to the IT industry he was awarded the Padma Bhushan
(Indias third highest civilian honour) in January 2006. In April 2009, he was awarded the CBE (Commander of the Order of the British Empire) by Her Majesty Queen Elizabeth II for his contribution to the Indo-British economic relations.

His academic credentials include a Bachelors degree in Physics from Delhi University (India), a Bachelor of Engineering degree in Electronics
and Telecommunications from the Indian Institute of Science, Bangalore (India) and a Masters degree in Computer Science from the University of CaliforniaUCLA (USA). In 1993, Mr. Ramadorai attended the Sloan School of Managements
highly acclaimed Senior Executive Development Program.

Mr. Ramadorai is a well recognized global leader and technocrat who has
participated in the Indian IT journey from a mere idea in 1960s to a mature industry today. Mr. Ramadorai captured this exciting journey in a wonderfully personalized book titled The TCS Story and beyond which was published in
2011 and remained on top of the charts for several months.



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DR. ASHOK JHUNJHUNWALA

DIRECTOR

Dr. Ashok Jhunjhunwala, born in 1953, received his B.Tech degree from IIT,
Kanpur, and his MS and Ph. D degrees from the University of Maine. From 1978 to 1981, he was with Washington State University as Assistant Professor. Since 1981, he has been teaching at IIT, Madras, where he leads the Telecommunications and Computer
Networks group (TeNeT). This group works with industry in the development of technologies relevant in India. It has incubated several technology companies which work in partnership with TeNeT group to develop Telecom and Banking products for Indian
Urban and Rural Markets. He chairs Rural Technology Business Incubator (RTBI) at IIT Madras and Mobile Payment Forum of India (MPFI).

Dr. Jhunjhunwala has been awarded the Padma Shri in the year 2002. He has been awarded Shanti Swarup Bhatnagar Award in 1998, Dr. Vikram
Sarabhai Research Award for the year 1997, Millennium Medal in Indian Science Congress in the year 2000 and H.K. Firodia for Excellence in Science and Technology for the year 2002, Shri Om Prakash Bhasin Foundation Award for
Science & Technology for the year 2004, Awarded Jawaharlal Nehru Birth Centenary Lecture Award by INSA for the year 2006, IBM Innovation and Leadership Forum Award by IBM for the year 2006, recently awarded Honorary Doctorate by the
Blekinge Institute of Technology Sweden and Excellence in Science and Technology Award.

He is a Fellow of World Wireless Research Forum, IEEE
and Indian academies including INAE, IAS, INSA and NAS. Dr. Jhunjhunwala is a Director on the Board of many other companies such as TTML, Polaris, 3i Infotech, Sasken, Tejas, Exicom and others. He is a member of Prime Ministers Scientific
Advisory Committee.

DR. UDAY B. DESAI

DIRECTOR

Dr. Uday B. Desai received the B. Tech. degree from Indian Institute of
Technology, Kanpur, India, in 1974, the M.S. degree from the State University of New York, Buffalo, in 1976, and the Ph.D. degree from The Johns Hopkins University, Baltimore, U.S.A., in 1979, all in Electrical Engineering.

Since June 2009 he is the Director of IIT Hyderabad. From 1979 to 1984 he was an Assistant Professor in the School of Electrical Engineering and Computer
Science Department at Washington State University, Pullman, WA, U.S.A. and an Associate Professor at the same place from 1984 to 1987. From 1987 to May 2009 he was a Professor in the Electrical Engineering Department at the Indian Institute of
TechnologyBombay. He was Dean of Students at IIT-Bombay from August 2000 to July 2002. He has held Visiting Associate Professors position at Arizona State University, Purdue University, and Stanford University. He was a visiting
Professor at EPFL, Lausanne during the summer of 2002. From July 2002 to June 2004 he was the Director of HP-IITM R and D Lab. at IIT-Madras.

His research interest is in wireless communication, cyber physical systems and statistical signal processing. He is also interested in multimedia, image
and video processing, artificial neural networks, computer vision and wavelet analysis. He is the Editor of the book Modeling and Applications of Stochastic Processes (Kluwer Academic Press, Boston, U.S.A. 1986) and co-editor of Second
Asian Applied Computing Conference, Springer Verlag (2004). He is also a co-author of four research monographs.

Dr. Desai is a senior
member of IEEE, a Fellow of INSA (Indian National Science Academy), Fellow of Indian National Academy of Engineering (INAE), and a Fellow of The Institution of Electronic & Telecommunication Engineers (IETE). He is the recipient of J C Bose
Fellowship. He is also the recipient of the Excellence in Teaching Award from IIT-Bombay for 2007. He is on the Strategic Advisory Board of Microsoft Research Laboratory, India. He is chair of the working group on Convergence Communication and
Broadband Technologies of Department of Electronics and Information Technology, Ministry of Communication and Information Technology. He is on the governing council and boards of several academic institutions. He is one of the founding members of
COMSNETS and also Society for Cancer Research and Communication. He was the Chair for IEEE Bombay Section 2006-2008. He was also on the Visitation Panel for University of Ghana.



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MR. AJAY KUMAR MITTAL

DIRECTOR

Mr. A. K. Mittal did his Graduation in Engineering in Electronics and
Communications in 1976 from the University of Roorkee (now one of the Indian Institutes of Technology). He also holds a Diploma in Management. After working in the R&D wing of Indian Telephone Industries Ltd. for about two and a half years, he
joined Indian Telecom Service in the erstwhile Posts & Telegraphs Department (now Department of Telecommunications) in February 1979, and was posted as Assistant Divisional Engineer- Telecom. In 1981, he was given charge of setting up the
ground segment of New Delhi Satellite Earth Station located at Sikandrabad (U.P) for INSAT1 series of satellites where he commissioned and then operated SCPC, FDM-FDMA Systems for voice communication as well as TV up linking, Radio up linking,
meteorological data up linking and reception systems etc. He also set up the Network Operations Control Centre (NOCC) for INSAT. Later he was involved in setting up earth stations in remote and hilly areas of some states. As Assistant Director
General (Satellite Planning) in the Department of Telecommunication Headquarter in 1987, he was involved in planning of satellite communication systems. Thereafter, as Director Telecommunications, he was responsible for operations and maintenance of
a large Optical Fiber, Microwave, Coaxial and Satellite Communication Network in the State of U.P.

In 1991, as Director in the Headquarter of
Department of Telecom, he handled regulation and tariffing of telecommunications services. He was responsible for activities relating to opening up of telecom sector for competition 1991 onwards. This included invitation of bids for basic services,
mobile services, radio paging services etc. He remained in this position for over 6 years. Subsequently, from 1998 onwards, as General Manager in U.P. (West) Circle of Department of Telecommunications, he headed the Operations and Maintenance Wing,
responsible for making policies in respect of operations of all types of services and ensuring that services are maintained as per desired Q.o.S.

He was deputed to the Headquarters of BSNL, a public sector unit under Ministry of Communications, as Deputy Director General (Network Management) in the year 2000 where for a period of about 7 years; he
was in-charge of management of BSNLs international and national long distance switching and transmission network. During this period, he set up Network Management Systems, overlay managed signaling network, KU Band VSAT Network and
country-wide Managed Leased Line Network. He was also a member of the core team responsible for planning and implementation of Indo-Srilanka Submarine Cable System. Later, for a period of over two years, while on deputation to BSNL, he worked as
General Manager (Mobile Network Planning and Operations) in J&K State.

He worked as Senior Deputy Director General in DoT headquarters
where he looked after policy on licensing of Access Services and related matters as well as implementation of telecom security related policies. Currently, he is posted as Senior Deputy Director General and Head of Telecom Engineering Centre New
Delhi, which is an arm of DoT responsible for setting national standards.

MR. SAURABH TIWARI

DIRECTOR

Mr. Saurabh K Tiwari, born
in 1967, holds a Masters degree in Political Science with a Certificate of Merit from the University of Allahabad. He completed his MBA with specialisation in Finance from National Institute of Financial Management, an autonomous body under
Ministry of Finance, Govt. of India. He has recently completed LLB from the Delhi University. Besides being a Fellow of the University Grants Commission, he has taught Political Philosophy in the Post Graduate Classes of the University of Allahabad
for two years.

After clearing the Civil Services Examination in 1993, he joined the Indian P&T Accounts and Finance Service. He has wide
ranging work experience in the Government of India and PSUs. He has handled the Central Area of MTNL, Delhi which provides service to the elite of India including the President, Prime Minister, Union Council of Ministers, Embassies, High Commissions
and the Central Business District. He has also served as the Financial Advisor to various units of the Indian AirForce including the Central Air Command, Bamrauli.



86



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He was instrumental in designing and implementing the software for the revision of pension of more than two
million Defence Pensioners, spread throughout the country, as per the recommendations of the Sixth Pay Commission. His assignment as Deputy Director General (Licensing Finance), Department of Telecom, Govt. of India involves assessment of revenue to
the tune of


LOGO
 Two Lakh crore annually resulting in collection of


LOGO
 12,300/- crores (approx.) in the form of licence feethe single largest contributor to the non-tax revenue of the Union. Mr Tiwari has recently taken over as Deputy Director General (Finance, Establishment),
Department of Telecom, Govt. of India wherein he is responsible for Human Resource Management and Financial Management in the Department of Telecom. He is also a Technical Advisor to Government Accounting Standards Advisory Board.

He has attended various trainings and seminars in India and abroad. Besides, he has been a regular faculty in various Training Institutes.
Mr. Tiwari has exemplary leadership qualities. He was the General Secretary of the Indian P&T Accounts and Finance Service Officers Association for almost a decade now (except for 2 years). An avid sportsperson, he has won various
awards in games like Athletics, Volleyball, Football, Badminton, Cricket and Tennis.

Principal Officers

The names and designations of our other principal officers are listed in the table below.



|                    |  |     |  |                                                                       |  |                
|------------------- |  | --- |  | --------------------------------------------------------------------- |  | ---------------
|Name                |  | Age |  | Position                                                              |  | Date of Joining
|Aadesh Goyal        |  | 50  |  | Chief Human Resource Officer                                          |  | February-2010  
|                    |  |     | 
|Allan Chan*         |  | 49  |  | President  Global Carrier Solutions                                  |  | August-2000    
|                    |  |     | 
|John Freeman        |  | 43  |  | General Counsel                                                       |  | June-2004      
|                    |  |     | 
|Genius Wong         |  | 51  |  | Senior Vice President  Global Network Services                       |  | March-2007     
|                    |  |     | 
|John Hayduk         |  | 45  |  | President, Product Management and Service Development                 |  | September-2005 
|                    |  |     | 
|Julie Woods-Moss    |  | 48  |  | Chief Marketing Officer & Chief Executive Officer of Nextgen Business |  | April-2012     
|                    |  |     | 
|Madhusudhan Mysore  |  | 50  |  | Chief Network Officer & Head Customer & Services Operations           |  | June-2004      
|                    |  |     | 
|Michel Guyot        |  | 55  |  | President  GVS                                                       |  | March-1977     
|                    |  |     | 
|Ranganath Salgame   |  | 52  |  | Chief Marketing Officer of Data Centre Business                       |  | July-2012      
|                    |  |     | 
|Sanjay Baweja       |  | 53  |  | Chief Financial Officer                                               |  | January-2009   
|                    |  |     | 
|Satish Ranade       |  | 59  |  | Company Secretary and Chief Legal Officer                             |  | May-1987       
|                    |  |     | 
|Srinivasa Addepalli |  | 38  |  | Chief Strategy Officer                                                |  | October-2006   
|                    |  |     | 
|Sumeet Walia        |  | 42  |  | Global Head- Enterprise Business                                      |  | July-1998      
|                    |  |     | 
|Sunil Joshi         |  | 49  |  | MD & CEO, Neotel                                                      |  | June-2007      
|                    |  |     | 
|Sunil Rawal         |  | 53  |  | Global Head Business Excellence                                       |  | January-2012   



|* | Appointed in April 2012.
|- | ------------------------

Set forth below is
selected biographical information for the Companys principal officers:

Mr. Aadesh Goyal, Chief Human Resource Officer,
received his Masters in Management Studies from BITS-Pilani. Mr. Goyal joined the Company in February 2010 as Global Head of Human Resources. He came to us from PeopleStrong HR Services where he was the Chairman and CEO. Earlier, he worked with
Aricent/Hughes Software Systems for 16 years where he had joined as part of the start-up team and was also a Director on the Board. He played several roles including Global Head of HR, CEO of its BPO Business and Head of the Gurgaon Center. He
started his career with C-DoT in Project Management and HR & Technology promotion.



87



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Mr. Allan Chan, President Global Carrier Solutions, has been with the Company since August 2000.
Prior to joining the Company, he served as Vice President, Business Development, Mergers & Acquisitions for Teleglobe, acquired by the Company in 2006. He has also worked in various roles with Bell Canada, Ontario Hydro and Dofasco.

Ms. Genius Wong is Senior Vice President for Global Network Services at Tata Communications, is based in Hongkong. Genuis is
responsible for P&L for network service and Layer 1 to 3 Engineering. Prior to joining Tata Communications in early 2007, Miss Wong was Vice President, Product Management and Service Engineering with Asia Netcom (Currently known as Pacnet),
where she oversaw P&L responsibility for the business as well as responsible for Service Platform Engineering. Before joining Asia Netcom, Miss Wong was General Manager, Product Management for Wharf Telecom responsible for product
management across the consumer, enterprise, and service provider segments. She was instrumental in the start-up of this company. She has also worked with IBM IGN, where she was a major player in establishing the IGN service in Hong Kong.

Mr. John Freeman, General Counsel has over 16 years of international, cross border telecommunications experience representing
large multinational companies in legal and compliance matters. Prior to joining the Company in April 2004, Mr. Freeman served as General Counsel and Assistant General Counsel to several multinational telecommunications / managed services
companies headquartered in Asia, the US and Europe.

Mr. John Hayduk, President, Product Management and Service Development has
over 18 years of telecommunications experience. Prior to joining the Company in September 2005, he ran Telcordias IMS/Network business unit.

Ms. Julie Woods-Moss, Chief Marketing Officer at Tata Communications has held her current position since September 2012 and is responsible for all companywide marketing and communications. She is
also CEO of Nextgen business at Tata Communications, with P&L responsibility for business with the silicon valleys around the globe. She has more than 20 years experience in senior executive roles with leading
international corporations including IBM, UPC and BT. Miss Julie is a member of the Marketing 50 and was recognized in 2012 by Women of Enterprise and Inspiration as a member of the global Power 50

Mr. Madhusudhan Mysore, Chief Network Officer & Head Customer & Services Operations has been with the Company since June
2004. Prior to that, he worked with various companies, including BPL Mobile, AT&T and Lucent Technologies.

Mr. Michel Guyot,
PresidentGVS, has over 30 years of international telecommunications experience and has held a number of key executives positions. He joined the Company in March 1977, and his previous position was Vice PresidentInternational
Markets for Teleglobe and its predecessor Teleglobe Inc. Mr. Guyot is also the Chairman of the Board of Directors for the Telecommunications Executive Management Institute of Canada.

Mr. Ranganath Salgame, Chief Executive Officer, Growth Ventures for Tata Communications. In his role at Tata Communications he leads a portfolio
of high growth global business ventures, focused on value creation. Mr. Salgame is a global business leader with operating experience in over 30 countries, having partnered with business and government leaders across diverse cultural
environments, in developed as well as emerging markets. Mr. Salgame has been a transformative growth leader throughout his career, having made market changing impacts at Cisco Systems, Verizon Communications and PwC.

Mr. Sanjay Baweja, Chief Financial Officer, is a Chartered Accountant and a Cost & Works Accountant and has been with the Company
since January 2009. Prior to joining the Company, he was with Emaar MGF Land Limited as Executive PresidentCorporate Affairs and Chief Risk Officer. He has also worked in several roles across Bharti Airtel, Xerox Modicorp, Digital Equipment
and Ballarpur Industries.

Mr. Satish Ranade, Company Secretary and Chief Legal Officer, joined the Company in May 1987 Prior to
joining the Company, Mr. Ranade was Deputy Secretary of Maharashtra Elektrosmelt Limited, Mumbai. He is a law graduate and a Fellow Member of the Institute of Company Secretaries of India.



88



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Mr. Srinivasa Addepalli, Chief Strategy Officer, is responsible for strategy formulation and
execution and manages all new strategic initiatives including growth plans, entry into new markets and mergers and acquisitions. Mr. Addepalli was named to the Global Telecoms Business 2010, 2011 and 2012 lists of 40 future leaders of the
telecom industry under the age of forty. His previous experience includes a business consulting stint with the Tata Strategic Management Group (TSMG), focusing on the telecom and media industries. Subsequently, Mr. Addepalli joined the Tata
group Chairmans Office with responsibility for coordinating the various telecom activities within the Tata companies.

Mr. Sumeet
Walia, Head of Global Enterprise Business for Tata Communications. In his role, Mr. Walia is responsible for driving the growth of Tata Communications Enterprise business across all verticals globally, including Large Enterprises and
Transformational Sales. He has more than 20 years of telecom experience and has been with the Tata group for the last 13 years. Prior to the Tata group, he was a part of Hughes Telecom.

Mr. Sunil Joshi, MD & CEO, Neotel (Pty) Limited, has been with the Company since November 2008. He moved to Neotel in September 2011 and prior to that was handling the Enterprise
business at Tata Communications Ltd. He has a total experience of 23 years and has worked in several roles across organizations like HCL, Hewlett Packard Limited, Tata IBM Limited and IBM.

Mr. Sunil Rawal, Global Head Business Excellence, is a Mechanical Engineer and MBA in Operations and Industrial Management. He has an experience of over 30 years in Quality, Business
Excellence, Business Process Outsourcing and Automotive production. Prior to joining the Company, he led quality efforts for GE Capital, Wipro Spectramind and Quatrro Global Services.

No director or officer of the Company has any family relationship with any other officer or director of the Company. Other than as described above, there are no arrangements or understandings among any
directors or any officers and any other persons regarding their elections to their posts with the Company.

Compensation of Directors and
Officers

Non-Executive Directors

Remuneration up to a sum not exceeding 1% per annum of the net profits of the Company (calculated in accordance with the provisions of Sections 198, 349 and 350 of the Indian Companies Act, 1956) is
distributed amongst the directors of the Company as may be decided by the Board. The Shareholders at the
25thAnnual General Meeting of the Shareholders held on
October 11, 2011 have authorized the Board of Directors or any Committee formed by the Board of Directors to approve the remuneration plan for the directors (other than the whole-time directors) for each year of the period of five years
commencing April 1, 2010.

During fiscal 2013, the directors, other than the executive directors, received a sitting fee not exceeding


LOGO
 20,000 (US$ 367) for attending each Board and Audit Committee meeting and


LOGO
 10,000 (US$ 183) per meeting for attending the meetings of the committees of the Board other than the Audit Committee. During fiscal 2013, a total amount of


LOGO
 1,850,000 (US$ 33,933) was paid towards sitting fees.

All directors are also reimbursed for travel and
out-of-pocket expenses in connection with their attendance at Board and committee meetings.



89



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The details of the commissions provided and sitting fees paid to our non-executive directors for fiscal 2013
are as follows:



|                                                                                    |  |                                |     |  |              |  |     | 
|----------------------------------------------------------------------------------- |  | ------------------------------ | --- |  | ------------ |  | --- | 
|                                                                                    |  | (Amount in 


LOGO
 thousands) |    
|Name of the Director                                                                |  | Commission                     |     |  | Sitting Fees | 
|Mr. Subodh Bhargava Chairman                                                        |  |                                | 680 |  |              |  | 310 | 
|Mr. N. Srinath                                                                      |  |                                | 173 |  |              |  | 140 | 
|Mr. Kishor A. Chaukar                                                               |  |                                | 358 |  |              |  | 270 | 
|Mr. Amal Ganguli                                                                    |  |                                | 544 |  |              |  | 320 | 
|Mr. S. Ramadorai                                                                    |  |                                | 74  |  |              |  | 60  | 
|Dr. Ashok Jhunjhunwala                                                              |  |                                | 247 |  |              |  | 200 | 
|Dr. Uday B Desai                                                                    |  |                                | 494 |  |              |  | 400 | 
|Mr. AK Mittal                                                                       |  |                                | 87  |  |              |  | NIL | 
|Mr. Saurabh Kumar Tiwari                                                            |  |                                | 408 |  |              |  | NIL | 
|Directors who ceased to be Directors during the period 1 April 2012  31 March 2013 |  |                                |     |  |              |  |     | 
|                                                                                    |  |                               
|Mr. Arun Gandhi [until 15 March 2013]                                               |  |                                | 185 |  |              |  | 150 | 

Note:



|1. | The GoI Directors have informed the Company that they shall not accept any sitting fees or commission as their Directorships are considered to be part of their official
duty.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Executive Directors and Principal Officers

During fiscal 2013, the aggregate amount of compensation for all directors and principal officers of the Company was approximately


LOGO
 677.48 million (US$ 12.43 million) and individual compensation of executive directors and principal officers located in India was as follows:



|                    |  |                        |        |  |       |  |      | 
|------------------- |  | ---------------------- | ------ |  | ----- |  | ---- | 
|                    |  | Gross Remuneration     |       
|                    |  | (


LOGO
)             |        |  | (US$) | 
|Name                |  | (in 


LOGO
 millions) |       
|Vinod Kumar         |  |                        | 114.11 |  |       |  | 2.09 | 
|Sanjay Baweja       |  |                        | 43.39  |  |       |  | 0.80 | 
|Aadesh Goyal        |  |                        | 36.67  |  |       |  | 0.67 | 
|Ranganath Salgame   |  |                        | 34.96  |  |       |  | 0.64 | 
|Madhusudhan MR      |  |                        | 31.58  |  |       |  | 0.58 | 
|Sumeet Walia        |  |                        | 27.38  |  |       |  | 0.50 | 
|Srinivasa Addepalli |  |                        | 23.98  |  |       |  | 0.44 | 
|Sunil Rawal         |  |                        | 20.02  |  |       |  | 0.37 | 
|Satish Ranade       |  |                        | 12.95  |  |       |  | 0.24 | 

For fiscal 2013, the aggregate amount set aside or accrued by the Company to provide pension, retirement or similar
benefits for directors and principal officers was approximately


LOGO
 15.38 million (US$ 0.28 million). For fiscal 2013, compensation as given above includes performance pay and Long Term Incentive Plan (LTIP). A performance pay scheme is in place that is applicable to all employees,
including heads of the various business units and support functions in the Company. This performance pay is based on three main componentsCompany achievement during the fiscal year under consideration, functional imperatives achievement and
individuals achievement. The weight assigned to these three components is based on the grade of the employee. The higher the grade level of the employee, the higher is the weight on the company and functional component. Key
imperatives are predefined for the Company and each Function/Business unit. The extent to which the bonus will be paid is based on actual achievement against these imperatives. The individuals performance is assessed by his superior and
is reviewed by the next level manager, after which the assessed ratings are normalized on a company-wide scale, as appropriate. An individual performance driven bonus is paid based on the final rating classification of the employee which is
determined based on the Performance Management Process guidelines of the Company. Principal Officers and other senior executives of the company have been selected to participate in the LTIP launched in fiscal 2012 (Plan 1) and 2013 (Plan 2). The
LTIP covers three fiscal years, i.e., Plan 1:2012, 2013 and 2014 and Plan 2: 2013, 2014 and 2015. A target incentive has been set for each executive who has been selected to participate. The payment of incentive would happen after the
completion of the plan period (Plan 1: April 1, 2011 to March 31, 2014 and Plan 2: April 1, 2012 to March 31, 2015). The amount of incentive payable would depend on actual company performance against targets in each of the 3
fiscal years included in the plan and as per the terms of the LTIP. Incentive is payable only to those executives who remain continuously employed during the plan period. The final incentive payable for employees of subsidiaries is the same as that
for the Companys employees. Once the final incentive payable is determined for the employees of subsidiaries, these are communicated to their respective parent companies, which are responsible for making the payment.



90



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The performance evaluation process for employees of subsidiaries is the same as that for the Companys
employees. Once the final normalized ratings are determined for the employees of subsidiaries, these are communicated to their respective parent companies, which are responsible for making the payment.

Share Ownership

As of July 30, 2013,
none of the members of the Board held any Shares or options for Shares in the Company. The executive officers of the Company, either individually or as a group, did not beneficially own more than one percent of the Companys issued and
outstanding Shares.

Global Management Committee

The Company established a committee to make strategic co-ordinationthe Global Management Committee. The Global Management Committee is tasked with endeavoring to build consensus and increase
transparency. It is also authorized to address issues relating to networks, expansion, entry into newer geographies and human resources.

Audit Committee

The Audit Committee
consists of the following members:

(i) Mr. Amal Ganguli (Chairman)

(ii) Mr. Subodh Bhargava

(iii) Mr. Uday B Desai (iv) Mr. Saurabh Tiwari

Mr. Satish Ranade, Company Secretary and Chief Legal Officer of the Company, is the Audit Committees Secretary.

The Audit Committee met 7 times during fiscal 2013.

Our Audit Committees powers and terms of reference were created in light of the requirements of the Companies Act, 1956, Clause 49 of the Companys listing agreement with the Indian stock
exchange, and US laws. The powers, terms of reference and scope of the authority of the Audit Committee include:

Powers of the Audit
Committee:



|(1) | To investigate any activity within its terms of reference.
|--- | ----------------------------------------------------------



|(2) | To seek information from any employee.
|--- | --------------------------------------



|(3) | To obtain external legal or other professional advice.
|--- | ------------------------------------------------------



|(4) | To secure the attendance of outsiders with relevant expertise, if it considers it necessary.
|--- | --------------------------------------------------------------------------------------------

Terms of Reference of the Audit Committee:



|(1) | Oversight of the Companys financial process and disclosure of its financial information to ensure that the financial statements are correct, sufficient and
credible;
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



91



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|(2) | Recommending to the Board the appointment, re-appointment and, if required, replacement or removal of the statutory auditor and the fixing of audit fees;
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | Approving payment to statutory auditors for any other services rendered by the statutory auditors;
|--- | --------------------------------------------------------------------------------------------------



|(4) | Reviewing with management the annual and quarterly financial statements before submission to the Board for approval;
|--- | --------------------------------------------------------------------------------------------------------------------



|(5) | Reviewing with management the performance of statutory and internal auditors and the adequacy of internal control systems;
|--- | --------------------------------------------------------------------------------------------------------------------------



|(6) | Reviewing the adequacy of the internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading
the department, reporting structure coverage and frequency of internal audits;
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(7) | Discussing with internal auditors any significant findings;
|--- | -----------------------------------------------------------



|(8) | Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal
control systems of a material nature and reporting the matter to the Board;
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(9) | Discussing with statutory auditors the nature and scope of the audit before the audit commences as well as any areas of concern post-audit;
|--- | -------------------------------------------------------------------------------------------------------------------------------------------



|(10) | Looking into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and
creditors; and
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(11) | Reviewing the whistleblower mechanism.
|---- | --------------------------------------

Scope of the Audit Committees Authority Regarding Whistle blowing:



|(1) | To establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing
matters.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | To take due actions as required under the Companys Whistleblower Policy from time to time.
|--- | -------------------------------------------------------------------------------------------

Review of Information by the Audit Committee:

The Audit Committee must review the
following:



|(1) | Management discussion and analysis of financial condition and results of operations;
|--- | ------------------------------------------------------------------------------------



|(2) | Statement of significant related party transactions submitted by management;
|--- | ----------------------------------------------------------------------------



|(3) | Management letters / letters of internal control weaknesses issued by the statutory auditors;
|--- | ---------------------------------------------------------------------------------------------



|(4) | Internal audit reports relating to internal control weaknesses; and
|--- | -------------------------------------------------------------------



|(5) | The appointment, removal and terms of remuneration of the chief internal auditor.
|--- | ---------------------------------------------------------------------------------

Remuneration Committee

Our remuneration committee consists of the following members:



|(1) | Mr. Kishor A. Chaukar
|--- | ---------------------



92



---

|(2) | Mr. Subodh Bhargava
|--- | -------------------



|(3) | Mr. Ajay Kumar Mittal
|--- | ---------------------

Mr. Satish
Ranade, Company Secretary and Chief Legal Officer, is our remuneration committees convener.

The Remuneration Committee met once during
fiscal 2013.

The terms of reference of the Remuneration Committee are to review the performance of the executive directors, after considering
the Companys performance, and recommend to the Board remuneration, including salary, perquisites and commissions to be paid to the Companys executive directors within the overall ceilings approved by the shareholders.

Employees

The Company had 7,673
employees as on March 31, 2013, 7,954 employees as on March 31, 2012, and 6,539 employees as on March 31, 2011. Of these, 2220 employees, as of March 31, 2013, 2,276 employees as of March 31, 2012 and 1,289 employees as of
March 31, 2011 were located outside India.

The Company has a structured process for recruiting new employees and training its workforce
in both technical and non-technical areas. The compensation and employee benefit practices of the Company aim to be market driven, attractive and innovative, and are also adapted to suit geographic requirements. The Company continues to maintain
harmonious relationships with its employees across the globe. The Company has certain categories of its workforce located in India and Canada who are unionized. Company officials meet with union office bearers regularly to discuss and resolve issues
or concerns of the employees. The Company also conducts annual employee satisfaction surveys and, based on the findings, takes various steps to enhance employee engagement and satisfaction.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

Major Shareholders

As of July 5,
2013, 48.87% of the outstanding equity of the Company was held by the following Tata entities: Panatone Finvest Limited (31.10%), Tata Sons Limited (13.07%) and The Tata Power Company Limited (4.71%); while 26.12% continued to be held by the
GoI.

The following table sets forth certain information regarding the beneficial ownership of the Companys Shares as of July 5,
2013, including the beneficial ownership of Shares of each person or group known by the Company to own beneficially 5% or more of the outstanding Shares, as reported by such persons.



|                                     |  |                                       |            |  |            |  |       | 
|------------------------------------ |  | ------------------------------------- | ---------- |  | ---------- |  | ----- | 
|Name of Beneficial Owner             |  | Number of SharesBeneficially Owned(1) |            |  | Percentage | 
|Panatone Finvest Limited             |  |                                       | 88,626,654 |  |            |  | 31.10 | 
|GoI (2)                              |  |                                       | 74,446,885 |  |            |  | 26.12 | 
|Tata Sons Limited                    |  |                                       | 37,237,639 |  |            |  | 13.07 | 
|Life Insurance Corporation of India  |  |                                       | 10,211,714 |  |            |  | 3.58  | 
|LIC of India Market Plus Growth Fund |  |                                       | 5,702,590  |  |            |  | 2.00  | 
|LIC of India Money Plus Growth Fund  |  |                                       | 5,012,658  |  |            |  | 1.76  | 



93



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Notes:



|1. | Number of Shares and percentage ownership is based on 285,000,000 Shares outstanding as of March 31, 2013. Beneficial ownership is determined in accordance with
rules of the SEC and includes voting and investment power with respect to such Shares. All information with respect to the beneficial ownership of any principal shareholder has been furnished by such shareholder and, unless otherwise indicated
below, the Company believes that persons named in the table have sole voting and sole investment power with respect to all the Shares shown as beneficially owned, subject to community property laws, where applicable. All Shares issued in India have
the same voting rights. We have not issued different classes of securities.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | The Shares owned by the GoI are registered in the name of the President of India in the register of shareholders of the Company.
|-- | --------------------------------------------------------------------------------------------------------------------------------

|3. | In order to comply with the minimum public shareholding requirement in India, since May 30, 2013, Tata Sons Limited has sold an aggregate 3,295,658 equity Shares
of Tata Communications equity Shares representing 1.16% of the share capital.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Company has voluntarily delisted trading of
its ADSs on the New York Stock Exchange effective June 7, 2013, and since then have traded, and currently trade, on the over-the-counter market. The Company will continue to be subject to reporting obligations under the U.S. Securities Exchange
Act of 1934 (the Exchange Act) until such time as the Company can terminate its registration under it.

As of July 5, 2013,
approximately 11,185,026 Shares (3.92% of the total Shares outstanding as of such date) were held by the custodian, ICICI Bank Limited, for The Bank of New York Mellon, as depositary for the Companys ADSs. The Company is unable to estimate the
percentage of ADSs or Shares held in the United States or the number of record holders in the United States.

Voting Requirements

Under the SHA, the GoI (or any other entity nominated by it) is required to, at all shareholders meetings of the Company, exercise
the voting rights attached to the Shares held by it in the manner directed in writing by Panatone Finvest Limited, except with respect to those matters listed specifically in the SHA or such matters that require a special resolution under the
provisions of the Companies Act. Matters not listed specifically in the SHA or that does not otherwise require a special resolution under the provisions of the Companies Act, generally include only:



| | a) | receive, consider and adopt the Balance Sheet of the Company, the audited Profit and Loss Account for the year ended on that date, the Auditors Report thereon and
the Report of the Board of Directors as per Indian GAAP;
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) | Recommendation of a Dividend, if any;
| | -- | -------------------------------------



| | c) | Appointment of retiring directors (if the appointments are permitted by the SHA);
| | -- | ---------------------------------------------------------------------------------



| | d) | Appointment of new directors (if the appointments are permitted by the SHA); and
| | -- | --------------------------------------------------------------------------------



| | e) | Remuneration of Directors;
| | -- | --------------------------

Related Party
Transactions

The related parties of the Company are Panatone Finvest Limited and the GoI (principal owners), Tata Sons Limited (Beneficial
Owner), subsidiaries of Tata Sons Limited, equity method investees and the Companys principal officers and directors. The Company routinely enters into transactions with some of its related parties, such as providing and receiving
telecommunication services, incurring network and transmission costs, and paying license fees. Transactions and balances with its own subsidiaries are eliminated on consolidation.



94



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In February 2010, 33 subsidiaries of the Company entered into the BEBP Agreement with Tata Sons Limited. In
accordance with the terms of the BEBP Agreement, the companies are required to pay certain amounts to Tata Sons Limited for the right to use the brand name TATA. During fiscal 2013, on a consolidated basis the Company accrued an amount
of


LOGO
 125 million owing to Tata Sons Limited for the use of the brand name. Please refer to note 28-Related party transactions in the Companys consolidated financial statements for additional information on related
party transactions and balances. These do not include transactions with and among our consolidated subsidiaries, which are eliminated upon consolidation.

ITEM 8. FINANCIAL INFORMATION

We have elected to provide
financial statements of the Company pursuant to Item 18 of Form 20-F and the following (which appear below in this report on Form 20-F) are incorporated herein by reference:



| |  |  | Report of Independent Registered Public Accounting Firm;
| | - |  | --------------------------------------------------------



| |  |  | Consolidated Balance Sheets as of March 31, 2012 and 2013;
| | - |  | ----------------------------------------------------------



| |  |  | Consolidated Statements of Operations for the fiscal years ended March 31, 2011, 2012 and 2013;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | Consolidated Statements of Shareholders Equity for the fiscal years ended March 31, 2011, 2012 and 2013;
| | - |  | ---------------------------------------------------------------------------------------------------------



| |  |  | Consolidated Statements of Cash Flows for the fiscal years ended March 31, 2011, 2012 and 2013; and
| | - |  | ---------------------------------------------------------------------------------------------------



| |  |  | Notes to the Consolidated Financial Statements; and
| | - |  | ---------------------------------------------------



| |  |  | There have not been any significant changes in the Companys financial condition, other than those stated in the consolidated financial statements
attached to this Form 20-F and as otherwise described in this annual report, since the date of the attached annual consolidated financial statements.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Legal Proceedings

Tax Holiday Claim

The Company claimed tax benefits in fiscal years 1996 to 2012 with respect to a portion of its profits pursuant to a tax holiday provision under
Section 80IA of the Income Tax Act which permits tax exemptions for a period of 10 years on profits generated by undertakings providing basic or cellular telecommunication services on or after April 1, 1995. For fiscal 1996 to 2009, the
ITD has disallowed such exemptions on the grounds that earth-stations, Internet and NLD services are not separate undertakings and that the Company did not provide basic or cellular telecommunication services. The Company has taken the position that
the earth stations qualify as separate undertakings, and it is able to identify income from earth stations. The Company appealed ITDs assessment to the first level appellate authorities i.e. to the Commissioner of Income Tax (Appeals) (CIT(A))
but its appeal pertaining to fiscal years 1996 to 1999 and 2000 to 2005 were dismissed. The Company has appealed ITDs assessment for fiscal 2006, 2007 and 2008 to Dispute Resolution Panel (DRP), a panel set up by the GoI as alternate to first
level appellate authorities but these appeals were dismissed. Subsequently, the Company filed appeals before the ITAT, which denied the appeal only in respect of fiscal year 1996, 1997 and 1998 for which only the tax holiday in respect of profits
earned by the earth station undertakings was claimed. The Company has since appealed against such ITAT orders before the High Court, obtaining legal opinions from tax lawyers and tax accountants in support of the Companys position. The Company
has filed appeal before the Dispute Resolution Panel constituted under the Act (DRP) for fiscal 2009, which is pending disposal. Assessment for fiscal 2010 to 2012 remains pending.

In addition to the reasoning above, the ITD also denied the Companys tax holiday claim on the basis of three other reasons: (1) that the earth
stations increased the output and improved services without changing the substance of these services. (2) that the earth station is one link in a long chain of telecommunication services and therefore is not eligible for a tax holiday under
Section 80-IA; and (3) that the Company had been providing telecommunication services since fiscal 1986 and therefore was not eligible for the tax holiday which was available to undertakings that commenced providing telecommunication
services from fiscal 1995 or thereafter.



95



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The Company disagrees with all three of these bases for denial, supporting its belief with legal precedent
and professional experts opinions. The Company has asserted that substantial investments in earth stations have enabled the Company to significantly increase its ability to carry traffic with substantially improved quality, which has resulted
in a substantial increase in revenues. The Company also claims that the earth station is an identifiable link engaged in revenue generating activity, and therefore qualifies for tax holiday. The Company believes that the earth stations which
commenced operations during fiscal 1995 qualify as undertakings, thus making the Company eligible for the tax holiday.

The CIT(A) and the
ITAT agreed with the ITDs assessment and denied the Companys tax holiday claim. on a similar basis as that of the ITD, while ITAT has denied the Companys claim on one more additional premise that the Company does not provide either
basic or cellular telecommunication service and therefore does not qualify for a tax holiday. In its further appeal to the High Court, the Company relied on a letter from the GoI granting an exclusive right to the Company to provide basic
telecommunication services and the Company also asserted in its appeal that the ITAT has gone beyond the disputed matter as the ITD had accepted that the Company provides basic telecommunication services. Based on the Companys analysis of its
tax position in respect of the tax holiday claim supported by the legal opinions, the tax appeal mechanism, the appeal and resolution process in India, and the basis of the CIT(A)s and ITATs decision and on the basis that the CIT(A) and
ITAT typically do not render decisions which may result in interpretation of law, the Company believes that it is more likely than not that the Companys tax holiday will be sustained by the Bombay High Court or by the Supreme Court.

If the disputed claims for fiscal years 1996 to 2009 are decided against the Company, the aggregate negative impact to the Companys
profit statements would be approximately


LOGO
 6,275 million (US$ 115 million) including interest as of March 31, 2013, excluding penalties, the potential magnitude of which is discussed below.

ICO Global Communications Inc. (ICO) Loss Write-Off Issue

The Company wrote-off


LOGO
 5,128 million (US$ 94 million) and


LOGO
 52 million (US$ 1 million), during fiscal years 2000 and 2001, respectively, with regard to its investment in the Shares of ICO, which filed for bankruptcy protection in the United States in 2000. The write-off was
not recognized by the ITD. As a result, the ITD assessed tax and interest of


LOGO
 2,000 million (US$ 37 million) and


LOGO
 21 million (US $ 0.4 million), respectively, which the Company paid under protest. The Company appealed the assessment to CIT (A), but the appeal was dismissed. The Company then appealed the decision of CIT
(A) to ITAT. The Company has consulted a number of tax experts including leading tax lawyers and tax accountants in India. All these experts opined in support of the Companys position. The Company evaluated its tax position upon each
unfavorable ruling including consulting tax experts and obtaining legal and other expert opinions. None of the experts changed their opinion to agree with the ruling of the CIT (A). If the case is ultimately decided against the Company, the
aggregate negative impact to the Companys profit statements would be approximately


LOGO
 1,077 million (US$ 20 million) including interest but excluding penalties.

Transfer Pricing Dispute

The Company received a draft order of assessment for fiscal 2007 and 2008 from the ITD. The ITD making additions of LOGO 4,478 million (US$ 82 million) and


LOGO
 3,936 million (US$ 72 million) respectively to the taxable income of the Company due to adjustments to the arms length price for various inter-company transactions pertaining to international
telecommunication services. The Company disputed the draft order of assessment before the DRP. The DRP upheld most of the observations of the ITD and confirmed the adjustments. The Company filed appeal before the next appellate authority i.e.
ITAT against the final assessment order of the ITD pursuant to the order of DRP and the matter is pending for disposition.

Similarly, during
April 2013, the Company received a draft order of assessment for fiscal 2009 from the ITD. The ITD proposed additions of


LOGO
 4,050 million (US$ 74 million) to the taxable income of the Company due to adjustments to the arms length price for various inter-company transactions pertaining to international telecommunication
services. The Company disputed the draft order of assessment before DRP and the matter is pending for disposition.

Based on the legal opinion
received from senior counsel, the Company believes that the chances of the above assessment being upheld at higher levels are remote.



96



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If the above appeal for fiscal 2007 to 2009 are decided against the Company, the aggregate negative impact
to the Companys profit statement would be approximately


LOGO
 5,275 million (US$ 97 million) including interest but excluding penalties. The ITAT has granted stay against the recovery of the consequential tax demand pertaining to fiscal 2007 and 2008 on which interest @
1% per month is payable till the amount is paid in total.

Tax Penalties

The ITD levied penalties against the Company totaling LOGO 8,175 million (US$ 150 million) relating to the tax holiday claims, ICO loss write-offs and other miscellaneous claims made by the Company in fiscals 2000 through 2004. Thus, CIT (A) confirmed the levy of
penalties on the tax holiday claim, ICO investment write-offs and on other miscellaneous claims amounting to LOGO 4,956 million (US$ 91 million) for fiscal 2000 through 2004. The Company has filed an appeal against the penalty sustained by CIT (A) before ITAT. Based on the information available to the
Company, the ITD appealed the decision of CIT (A) to ITAT for a penalty amount of LOGO 3,209 million (US$ 59 million). Both appeals are pending for adjudication. The imposition of a penalty is adjudicated independently and is not dependent on the outcome of the claim. A penalty would be
sustainable only when it is concluded that the Company provided inaccurate facts. If all of the appeals are decided against the Company, the aggregate negative impact to its profit statements would be LOGO 8,175 million (US$ 150 million). The Company has not currently provided for this amount in its books of accounts in light of its understanding of the law and its advice from legal counsel on the strength
of its position vis-à-vis the ITDs position.

An unfavorable outcome in the future on the tax holiday claim, ICO loss write-off,
transfer pricing disputes including interest and penalties would negatively affect the Companys results of operations by LOGO 6,275 million, LOGO 1,077 million,


LOGO
 5,275 million and LOGO 8,175 million, respectively.

Taxes and interest relating to these tax disputes, as of March 31,
2013, were paid in full (except for (i) pending demand of LOGO 1,521 million for fiscal 2007 for which ITAT has granted the stay on recovery of the same, which stay is currently in operation till November 2013, (ii) pending demand of LOGO 1,438 million for fiscal 2008 against the recovery of which a stay has been granted by ITAT till November 2013, and (iii) pending finalization, tax amount of 


LOGO
 1,581 million pertaining to the Transfer Pricing Dispute for fiscal 2009 which is not yet payable, as explained above in the relevant para). Penalties of LOGO 4,956 million out of LOGO 8,175 million imposed by the tax authorities have also been paid and classified as advance income taxes on the balance sheet.

Broadband Infraco (BBI) dispute with Neotel on contested services

The disputed
matter relates to BBI, which is in the process of arbitration. BBI has lodged a claim for payment of US$ 14 million on contested leasing of data link services under the Right of Use agreement, which has now been superseded by the current
MSA between Neotel and BBI. The Companys management is of the opinion that the likelihood of the claim being awarded against Neotel is remote and not probable, based on the current MSA terms. Due to managements belief that the claim is
not likely to be decided in BBIs favor, no accrual has been raised.

Tata Communications International Pte Ltd.Possible
non-compliance with U.S. Foreign Corrupt Practices Act (FCPA)

In April 2010, the Company voluntarily disclosed to the U.S. Department
of Justice and the U.S. Securities and Exchange Commission the results of an internal investigation conducted by outside counsel for the Company relating to the activities of a reseller of one of the Companys subsidiaries, TCIPL. The internal
investigation found evidence that the reseller may have offered and made improper payments to officials of a government purchaser in a Southeast Asian country in connection with the resale of the Companys products. The investigation also found
evidence that the Companys sales consultant in the country was aware of the resellers potentially improper activities. The investigation did not reveal any prior involvement or knowledge regarding these activities by senior management of
the Company or its subsidiary.

The Company has taken remedial action, including terminating its relationship with the sales consultant and
with the reseller. The Company cannot predict the ultimate consequences of these matters at this time, nor can it reasonably estimate the potential liability, if any, under the U.S. Foreign Corrupt Practices Act related to these matters.
However, based on the facts currently known, the Company does not believe that these matters will have a material adverse effect on its business, financial condition, results of operations or cash flow.



97



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ESIC Dispute

Employee State Insurance Corporation (ESIC) issued recovery proceedings against the Company alleging non-compliance of Employee State Insurance Act (ESI Act) by the Company.
Pursuant to the above, ESIC issued demand notices in January 2013 for recovery of


LOGO
 256 million, which also included penal interest @ 12 % per annum. Thereafter, ESIC also issued prohibitory orders directing them to freeze the accounts of the Company till further orders. Despite Companys
representation that it had not received any show cause notices earlier, ESIC refused to vacate the prohibitory orders. Consequently, Company made payment of


LOGO
 256 million under protest and thereafter, filed an application before Employees State Insurance Court (Court) for refund.

Company further received demand notices in February 2013 demanding ESI contributions of


LOGO
 36 million relating to the period June 1, 2012 to January 31, 2013 and an amount of


LOGO
 120 million, being damages levied on account of late payment for the period from 2008 till 2013.

In the last
hearing on 27 June 2013, Court directed ESIC not to carry out any coercive action and also ordered ESIC to carry out detailed inspection of Books of the Company. The said inspection has been carried out and ESIC is expected to file its report
shortly.

The Company believes that the demand by the ESIC is untenable and unsustainable in law as the same is raised purely on ad-hoc basis
without verification of the records and returns filed by the Company. Further, the demand relates to payments made to contractors who have substantially complied with the provisions of the ESI Act and have discharged their liability to ESIC. If the
Court decides against the Company, the aggregate negative impact to the Companys profit statements would be approximately


LOGO
 412 million (US$ 8 million).

License Disputes

The Company has pending disputes with DoT. See Item 4-Information on the Company License Fees and Tariffs.

Miscellaneous

The subsidiaries
of the Company in various geographies are routinely parties to suits for collection, commercial disputes, claims from customers and/or suppliers over reconciliation of payments for voice minutes, circuits, Internet bandwidth, and / or access to the
public switched telephone network, leased equipment, and claims from estates of bankrupt companies alleging that the Company and / or its subsidiaries received preferential payments from such companies prior to their bankruptcy filings. While
management currently believes that resolving such suits and claims individually or in the aggregate will not have a material adverse impact on the Companys consolidated financial position, these matters are subject to inherent uncertainties.

In addition to the matters described above, the Company is involved in lawsuits, claims, investigations and proceedings which arise in the
normal course of its business.

Dividends

Although the amount varies, it is customary, though not mandatory, for public companies in India to pay cash dividends. Under Indian law, a corporation pays dividends upon a recommendation by its board of
directors and approval by a majority of the shareholders attending the annual general meeting of shareholders, who have the right to decrease but not increase the amount of the dividend recommended by the board of directors. In addition, the board
of directors is empowered to approve interim dividends. Under the Indian Companies Act, dividends may be paid out of profits of a company in the year in which the dividend is declared or out of the undistributed profits of previous fiscal years.
Owners of ADRs are entitled to receive dividends payable in respect of the Shares represented by their ADSs. The Shares represented by ADSs rank pari passu with the existing Shares of the Company in respect of dividends. Cash dividends in respect of
the Shares represented by the ADSs will be paid to the Companys Depositary for the ADSs, The Bank of New York Mellon, in Rupees and, except as otherwise described in the Deposit Agreement, will be converted by the Depository into U.S. Dollars
and distributed, net of the Depository fees and expenses, to the holders of such ADRs. We have been informed by the Depository that it will continue to collect and distribute cash dividends payable on any ADRs that are outstanding
through August 13, 2013 (at which time it will start to sell the Shares underlying any such outstanding ADRs), notwithstanding the delisting of the Companys ADSs from the NYSE and termination of the Companys ADR Program.

With respect to Shares issued by the Company during a particular fiscal year, dividends declared and paid for such fiscal year generally would be
prorated from the date of issuance to the end of such fiscal year. Holders of ADRs would only receive dividends prorated from the date of issuance of the underlying Shares to the end of the fiscal year for which such dividends are declared and paid.

The directors recommended that a 30% of face value of Share be paid as a dividend for the fiscal year ended March 31, 2013.



98



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The following table sets forth the annual dividends paid per Share in each of the fiscal years indicated.



|                                    |  |                               |      |  |         |  |      | 
|----------------------------------- |  | ----------------------------- | ---- |  | ------- |  | ---- | 
|For the Fiscal Year Ended March 31, |  | Actual Dividend paidper Share |     
|                                    |  | LOGO                          |      |  | US$ (1) | 
|                                    |  |                              
|2013                                |  |                               | 2.00 |  |         |  | 0.04 | 
|2012                                |  |                               | 2.00 |  |         |  | 0.04 | 
|2011                                |  |                               | NIL  |  |         |  | NIL  | 
|2010                                |  |                               | 4.50 |  |         |  | 0.10 | 
|2009                                |  |                               | 4.50 |  |         |  | 0.09 | 
|2008                                |  |                               | 4.50 |  |         |  | 0.11 | 



|(1) | The conversion of the dividends paid per Share from Indian Rupees to U.S. Dollars is based on the Noon Buying Rate at each respective dividend payment date. There can
be no assurance that any future dividends will be declared or paid.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



99



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ITEM 9. THE OFFER AND LISTING

The Companys Shares are currently listed on the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited in India (NSE).

The Companys Board of Directors has approved a proposal to delist its American Depositary Receipts (ADRs), from the New York Stock
Exchange (NYSE) and to terminate its ADR Program. The Company has derived a number of important benefits from its NYSE listing since 2000 including the financial reporting discipline which has been implemented to comply with U.S. reporting company
requirements. The Company is committed to continuing the highest standards of corporate governance and internal controls and will continue to be subject to the comprehensive reporting and governance requirements of the Indian Exchanges. The
Companys decision to delist from the NYSE, deregister with the SEC and terminate its ADR Program does not call into question the Companys strategic vision for the US which has been one of its core markets in its overall global strategy
and will continue to be so moving forward.

The Board reached this decision after considering the recent low trading volume of the
Companys ADRs on the NYSE, compliance with the Securities and Exchange Board of Indias (SEBI) mandate on minimum public shareholding, and the associated costs of maintaining the listing and related obligations. The Company will now
concentrate all trading of its ordinary Shares on the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE) in India.

The Companys Board of Directors has approved a proposal to delist its American Depositary Receipts (ADRs), from the New York Stock Exchange (NYSE) and to terminate its ADR Program. The Board made
this decision after considering the recent low trading volume of the Companys ADRs on the NYSE, compliance with the Securities and Exchange Board of Indias (SEBI) mandate on minimum public shareholding, and the associated costs of
maintaining the listing and related obligations. The Company will now concentrate all trading of its ordinary Shares on the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE) in India.

On May 28, 2013 the Company had filed a Form 25 with the U.S. Securities and Exchange Commission and consequent to the filing, the delisting of its
American Depositary Shares (ADSs), as evidenced by American Depositary Receipts (ADRs), from the New York Stock Exchange has become effective at the close of business of June 7, 2013. As a consequence of the delisting
becoming effective, termination of the Deposit Agreement under which the ADRs were issued (the Deposit Agreement) has become effective on 14 July 2013. As per the process, holders of the Companys ADRs can surrender their ADRs
to the Depositary in exchange for the underlying ordinary Shares in the Company at any time prior to 13 August 2013. From August 14, the depositary will start to sell the remaining underlying Shares. These sales are likely to occur
progressively driven by market depth.

On June 7, 2013 the last reported sale price for the Companys ADSs was US$ 6.62 (source:
NYSE).

The number of outstanding Shares of the Company as of July 5, 2013 was 285,000,000. As of July 5, 2013, there were 61,823 record
holders of the Shares listed and traded on the Indian stock exchanges and approximately 5,592,513 of the Companys ADRs (equivalent to 11,185,026 Shares). The Shares of the Company are compulsorily traded in dematerialized form on the BSE and
NSE.



100



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Price History

The table below sets forth the price history of the Shares and ADSs on the BSE, NSE and NYSE for the periods indicated.



|       |  |                                  |        |  |                                  |  |        |                            |  |  |        |  |  |      |        |  |     |  |       |  |  |  |       | 
|------ |  | -------------------------------- | ------ |  | -------------------------------- |  | ------ | -------------------------- |  |  | ------ |  |  | ---- | ------ |  | --- |  | ----- |  |  |  | ----- | 
|       |  | BSE Price perShare1(In 


LOGO
) |        |  | NSE Price perShare2(In 


LOGO
) |  |        | NYSE Price perADS3(In US$) | 
|Fiscal |  | High                             |        |  | Low                              |  |        | High                       |  |  | Low    |  |  | High |        |  | Low | 
|2013   |  |                                  | 260.00 |  |                                  |  | 201.30 |                            |  |  | 260.20 |  |  |      | 201.25 |  |     |  | 9.80  |  |  |  | 7.21  | 
|2012   |  |                                  | 263.75 |  |                                  |  | 176.30 |                            |  |  | 265.90 |  |  |      | 166.65 |  |     |  | 11.75 |  |  |  | 6.74  | 
|2011   |  |                                  | 354.30 |  |                                  |  | 192.65 |                            |  |  | 354.40 |  |  |      | 170.10 |  |     |  | 15.39 |  |  |  | 8.78  | 
|2010   |  |                                  | 651.00 |  |                                  |  | 273.20 |                            |  |  | 660.00 |  |  |      | 271.80 |  |     |  | 27.46 |  |  |  | 12.10 | 
|2009   |  |                                  | 585.00 |  |                                  |  | 320.00 |                            |  |  | 560.00 |  |  |      | 323.05 |  |     |  | 28.69 |  |  |  | 13.51 | 



|               |  |      |        |  |     |  |        |      |  |  |        |  |  |      |        |  |     |  |       |  |  |  |      | 
|-------------- |  | ---- | ------ |  | --- |  | ------ | ---- |  |  | ------ |  |  | ---- | ------ |  | --- |  | ----- |  |  |  | ---- | 
|Fiscal         |  | High |        |  | Low |  |        | High |  |  | Low    |  |  | High |        |  | Low | 
|2013           |  |      |        |  |     |  |        |      |  |  |        |  |  |      |        |  |     |  |       |  |  |  |      | 
|First Quarter  |  |      | 237.50 |  |     |  | 201.30 |      |  |  | 238.85 |  |  |      | 201.25 |  |     |  | 9.02  |  |  |  | 7.21 | 
|Second Quarter |  |      | 260.00 |  |     |  | 224.85 |      |  |  | 260.20 |  |  |      | 224.90 |  |     |  | 9.25  |  |  |  | 7.92 | 
|Third Quarter  |  |      | 253.85 |  |     |  | 222.95 |      |  |  | 253.65 |  |  |      | 222.70 |  |     |  | 9.80  |  |  |  | 8.01 | 
|Fourth Quarter |  |      | 252.50 |  |     |  | 212.05 |      |  |  | 252.55 |  |  |      | 212.35 |  |     |  | 9.17  |  |  |  | 7.68 | 
|               |  |      |        |  |     | 
|2012           |  |      |        |  |     |  |        |      |  |  |        |  |  |      |        |  |     |  |       |  |  |  |      | 
|First Quarter  |  |      | 263.75 |  |     |  | 182.15 |      |  |  | 265.90 |  |  |      | 182.10 |  |     |  | 11.75 |  |  |  | 8.11 | 
|Second Quarter |  |      | 234.75 |  |     |  | 185.30 |      |  |  | 235.00 |  |  |      | 179.00 |  |     |  | 10.47 |  |  |  | 7.12 | 
|Third Quarter  |  |      | 217.00 |  |     |  | 176.30 |      |  |  | 217.30 |  |  |      | 166.65 |  |     |  | 8.37  |  |  |  | 6.74 | 
|Fourth Quarter |  |      | 263.20 |  |     |  | 210.15 |      |  |  | 263.35 |  |  |      | 205.40 |  |     |  | 10.24 |  |  |  | 8.10 | 



|                                |  |      |        |  |     |  |        |      |  |  |        |  |  |      |        |  |     |  |      |  |  |  |      | 
|------------------------------- |  | ---- | ------ |  | --- |  | ------ | ---- |  |  | ------ |  |  | ---- | ------ |  | --- |  | ---- |  |  |  | ---- | 
|Month                           |  | High |        |  | Low |  |        | High |  |  | Low    |  |  | High |        |  | Low | 
|July 2013 (Up to July 15, 2013) |  |      | 177.75 |  |     |  | 170.70 |      |  |  | 177.95 |  |  |      | 171.05 |  |     |  | 5.85 |  |  |  | 5.48 | 
|June 2013                       |  |      | 196.85 |  |     |  | 152.55 |      |  |  | 197.30 |  |  |      | 152.85 |  |     |  | 6.79 |  |  |  | 4.87 | 
|May 2013                        |  |      | 239.10 |  |     |  | 206.90 |      |  |  | 239.15 |  |  |      | 206.50 |  |     |  | 8.70 |  |  |  | 7.14 | 
|April 2013                      |  |      | 230.35 |  |     |  | 223.10 |      |  |  | 230.60 |  |  |      | 223.20 |  |     |  | 8.44 |  |  |  | 7.97 | 
|March 2013                      |  |      | 233.90 |  |     |  | 212.05 |      |  |  | 233.95 |  |  |      | 212.35 |  |     |  | 8.62 |  |  |  | 7.68 | 
|Feb 2013                        |  |      | 233.55 |  |     |  | 220.30 |      |  |  | 233.80 |  |  |      | 220.55 |  |     |  | 8.60 |  |  |  | 8.03 | 



|1) | Source: Bombay Stock Exchange Limited (BSE)
|-- | -------------------------------------------

|2) | Source: National Stock Exchange of India Limited (NSE)
|-- | ------------------------------------------------------

|3) | Source: New York Stock Exchange (NYSE)
|-- | --------------------------------------

ITEM 10. ADDITIONAL INFORMATION

Share Capital

Not Applicable.



101



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Memorandum and Articles of Association

The Company is registered under the Indian Companies Act with the Registrar of Companies, Mumbai, India. The Companys Corporate Identity Number is (CIN) L64200MH1986PLC039266.

The following is a description of the Companys Memorandum and Articles of Association. It does not purport to be complete and is qualified in its
entirety by the Companys Memorandum and Articles of Association that were filed on September 29, 2004 with the SEC as exhibits to the Companys annual report for fiscal 2004. If the Memorandum and Articles of Association of the
Company is silent on any matter, the rules relating to the matter set forth in the Indian Companies Act will govern that particular matter.

Purpose

The purposes of the Company
are:



| |  |  | Managing, controlling and maintaining the operations of the Overseas Communications Service of DoT, Ministry of Communications, and GoI, with all its
assets and liabilities, including contractual rights and obligations, on such terms and conditions as may be prescribed by the GoI from time to time.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Planning, establishing, developing, providing, operating and maintaining all types of international telecommunication networks, systems and services,
including telephone, telex, message relay, data transmission, facsimile, television, telematics, value-added network services, new business services, audio and video services, maritime and aeronautical communication services and other international
telecommunications services as are in use elsewhere or to be developed in the future.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Planning, establishing, developing, providing, operating and maintaining telecommunications systems and networks within India as are found necessary
for international telecommunications.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Providing and maintaining international leased telecommunication services.
| | - |  | --------------------------------------------------------------------------



| |  |  | Designing, developing, installing, maintaining and operating long distance domestic and international basic and value added telecommunications, global
mobile telecommunications, electronic mail services, globally managed data networks, data telecom networks, video conferencing, international gateway networks and satellite networks inside and outside India.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Raising necessary financial resources for its development needs for telecommunication services or facilities.
| | - |  | -------------------------------------------------------------------------------------------------------------

Directors

Borrowing Powers.
Subject to the provisions of the Indian Companies Act, the Board may authorize the Company to incur debt and grant security interests on the Companys property on terms and conditions approved by the Board in its discretion.

Qualification and Retirement. A director need not hold any of the Companys Shares to qualify as a director. There is no mandatory retirement
for directors over a certain age, but the appointment / continuation of a director has to be approved either by the shareholders, by a special resolution or by the GoI.

Voting on Proposals. The Indian Companies Act specifies that a directors power to vote on a proposal, arrangement or contract in which the director is materially interested should be through
a disclosure to the Board by the concerned director of the nature of his concern or interest. Such disclosure can be made as a general notice to the Board, which notice of disclosure shall expire at the end of the fiscal year in which it is given.

Voting Rights Attached to a Class of Shares. There are no voting rights to decide on the eligibility of a retiring director to offer
himself for re-election at staggered intervals. There is no concept of cumulative voting. The Indian Companies Act provides for two thirds of the total strength on the Board to be appointed as directors to retire by rotation. Out of these retiring
directors, one third shall retire every year at the Annual General Meeting. Such retiring directors are eligible to offer themselves for re-election.



102



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Rights to Shares in the Companys Profits. There are no provisions entitling a shareholder or
director to share in the Companys profits. The shareholders are entitled to dividends (cash and/or stock) if recommended by the Board of Directors and approved by the shareholders.

Sinking Fund and Other Provisions. Subject to the Indian Companies Act, the Board may, before recommending any dividend, set apart out of the profits of the Company such sums as they think
proper as a reserve fund to meet contingencies, equalize dividends, pay special dividends, repair, improve and maintain any of the property of the Company, amortize capital or for such other purposes as the Board shall, in its absolute discretion,
think conducive to the interest of the Company.

Changing Rights of Shareholders. Our shareholders can authorize the Company to issue
new Shares upon such terms and conditions determined by our shareholders or the Board. Section 86 of the Indian Companies Act allows for the issuance of new Shares with differential rights and privileges with respect to voting, dividends or
otherwise if the issuance is approved by the shareholders, but the Memorandum of Association of the Company would need to be amended and accordingly a new class of Shares could be issued. The Articles of Association allow for variation of the rights
attached to each class of Shares with it approved by a three-fourths majority of the Shareholders present and voting at a general meeting of that class as provided in the Indian Companies Act (Section 106).

Preventing Change of Control. The Articles of Association gives a technical right to the Board to refuse a transfer of Shares by notice within two
months of the date of receipt of a request for transfer. However, since the Shares are in dematerialized form, any change in ownership of the Shares would not require the approval of the Board. There are no provisions in the Memorandum or Articles
of Association discriminating against any existing or prospective holder of such Shares as a result of such holder owning a substantial number of Shares. However, such provisions are discussed later under Takeover Code.

Dividends

The Companys
shareholders may declare a dividend upon the recommendation of the Board. The amount of the dividend declared may not exceed the amount recommended by the Board, although a lesser amount may be declared. Dividends are distributed and paid within 30
days of approval by the shareholders. The Board is also authorized under the Articles of Association to declare and pay interim dividends to shareholders. In India, the stock exchange listing agreement requires that a dividend is to be disclosed on
a per share basis.

Under the Indian Companies Act, dividends are payable only in cash to registered shareholders, the shareholders
order or the shareholders bankers order on a record date fixed prior to the relevant annual general meeting. The Indian Companies Act further provides that any dividends that remain unpaid or unclaimed after the 30 day period are to be
transferred to a special bank account opened by the Company at an approved bank. The Company transfers any dividends that remain unclaimed in the special bank account for seven years from the date of the transfer to an Investor Education and
Protection fund established by the GoI. Once transferred to this fund, such unclaimed dividends may not be claimed.

Dividends may be paid
only out of profits of the Company for the relevant year after transfer to the reserves of the Company of a percentage of its profits for that year of not less than 2.5% if the dividend is in excess of 10% of the par value of the Shares. The Indian
Companies Act further provides that, in the event of inadequacy or absence of profits in any year, a dividend may be declared for such year out of the Companys accumulated profits, subject to certain limitations.

Voting Rights

At any general meeting,
voting is by a show of hands (where each shareholder has one vote) unless a poll is demanded by at least 10% of those entitled to vote on the resolution, or those holding Shares with a paid-up value of at least LOGO 50,000. Upon a poll, every shareholder entitled to vote and present in person or by proxy has one vote for every Share held by that shareholder. The Chairman has a deciding vote in the case of any tie.



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Any shareholder of the Company may appoint a proxy. The instrument appointing a proxy must be lodged with
the Company at least 48 hours before the time of the meeting. A proxy is entitled to attend the meeting only in the absence of the shareholder and the proxy is not entitled to vote on a poll. In addition, a proxy is not entitled to participate in
the discussions at the general meetings. A corporate shareholder may appoint an authorized representative who may attend and participate in general meetings and vote in all respects as if a shareholder, both on a show of hands and upon a poll.

Ordinary resolutions may be passed by a simple majority of those present and voting at any general meeting of shareholders for which the
required period of notice has been given. However, certain resolutions, such as alteration or amendment of the Memorandum and Articles of Association, commencement of a new line of business, issuance of further Shares without preemptive rights and
reduction of share capital, require that the votes cast in favor of the resolution (whether by show of hands or upon a poll) be not less than three times the number of votes, if any, cast against the resolution by the members present in person or
proxy and voting at the meeting.

Bonus Shares

In addition to permitting dividends to be paid out of current or retained earnings, the Indian Companies Act permits a company to distribute an amount transferred from the general reserve or other
permitted reserves, including surplus in the Companys profit and loss account in the form of bonus Shares, to shareholders (similar to a stock dividend). The Indian Companies Act also permits the issuance of bonus Shares from a share premium
account. Bonus Shares are distributed to shareholders in the proportion recommended by the Board. Shareholders of record on a fixed record date are entitled to receive such bonus Shares.

Preemptive Rights and Issue of Additional Shares

The Indian Companies Act gives
shareholders the right to subscribe for new Shares in proportion to their existing shareholdings unless otherwise agreed by the shareholders. Under the Companies Act, in the event of an issuance of Shares, subject to certain limitations, the Company
must first offer such Shares to existing shareholders by notice specifying (1) the number of Shares offered and the date within which the offer must be accepted, which may not be less than 15 days from the date of offer and (2) the right,
exercisable by the shareholder, to renounce the Shares offered in favor of any other person. The Board is entitled to distribute the Shares in respect of which preemptive rights have not been exercised in the manner that it deems most beneficial to
the Company in accordance with the Articles of Association.

Meeting of Shareholders

The Company is required to convene an annual general meeting of its shareholders in every calendar year, or within 15 months of the previous annual
general meeting. The annual accounts of the Company are required to be disclosed to the shareholders at the annual general meeting within six months of the end of the fiscal year. The Company may convene an extraordinary general meeting of
shareholders when necessary, or at the request of a shareholder or shareholders holding not less than 10% of the paid-up capital of the Company on the date of the request. The annual general meeting of the shareholders is generally convened by the
Company Secretary upon a resolution of the Board. Written notice setting out the agenda of the annual general meeting must be given to the shareholders whose names are on the register at the record date at least 21 days (excluding the day of
service) prior to the date of the annual general meeting. Those shareholders who are registered as shareholders on the date of the annual general meeting are entitled to attend or vote at such meeting.

The annual general meeting of shareholders must be held at the registered office of the Company or some other place within the city in which the
registered office is located. An Extraordinary General Meeting may be held at any place determined by the Board.

The Articles of Association
provide that a quorum for an annual general meeting is the presence of at least five shareholders, including a representative of the President of India and Panatone Finvest Limited. In addition, the Articles of Association provide that the Board
may, whenever it thinks fit and must, on the request of the holders of not less than one-tenth of the paid-up capital of the Company that have the right to vote on such matter, convene an extraordinary general meeting of the Company. In the case of
such a request:



| | 1) | The request must state the purpose of the meeting and must be signed by the petitioners.
| | -- | ----------------------------------------------------------------------------------------



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| | 2) | If the Board does not proceed within 21 days from the date of the request to cause a meeting to be called on a day not later than 45 days from the date of the request,
the petitioners or a majority of them in value may themselves convene the meeting, but any meeting so convened must be held within 3 months from the date of the request.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3) | Any meeting convened under the Articles of Association must be convened in as nearly the same manner as possible as that in which meetings are convened by the Board.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

Register of Shareholders; Record Dates; Transfer of Shares

The Companys share transfer agent maintains a register of shareholders of the Company. For the purpose of determining Shares entitled to annual dividends, the register is closed for a specified
period prior to the annual general meeting. The date on which this period begins is the record date. To determine which shareholders are entitled to specified shareholder rights, the Company may close the register of shareholders. The Indian
Companies Act and the Companys listing agreement with the BSE (and the other Indian stock exchanges) permit the Company, pursuant to a resolution of the Board and upon at least 7 days advance notice to the BSE (and such other Indian
stock exchanges), to set the record date and upon 7 days public notice to close the register of shareholders for not more than 30 days at a time, and not more than 45 days in a year, in order for the Company to determine which shareholders are
entitled to certain rights pertaining to the Shares. Trading of Shares may, however, continue while the register of shareholders is closed.

Following introduction of the Depositories Act, 1996, and the repeal of Section 22A of the Securities Contracts (Regulation) Act, 1956, which
enabled companies to refuse to register transfers of Shares in certain circumstances, the Shares of a company are freely transferable, subject only to the provisions of Section 111A of the Indian Companies Act. Pursuant to Section 111A, if
the transfer of Shares is in contravention of any of the provisions of the Securities and Exchange Board of India Act, 1992, or the regulations issued thereunder or the Sick Industrial Companies (Special Provisions) Act, 1985, or any other Indian
laws, the Company Law Board (a statutory body which administers various laws affecting companies in India) may, on application made by an investor, SEBI or certain other parties, direct the rectification of the register of records. The Company Law
Board may, in its discretion, issue an interim order suspending the voting rights attached to the relevant Shares before making or completing its inquiry into the alleged contravention.

Pending such inquiry, the rights of a holder to transfer the Shares would not be restricted, although the voting rights attached to the Shares may remain suspended if the Company Law Board so orders.

Transfer of Shares of the Company is effected by an instrument of transfer in the form prescribed by the Indian Companies Act and the rules
made thereunder, together with delivery of the share certificates. The share transfer agent of the Company is Sharepro Services (India) Pvt. Ltd, located in Mumbai, India, which is duly licensed to carry on such business under the
Securities & Exchange Board of India (Registrar & Share Transfer Agents) Rules. The above procedure is not applicable where the Shares are dematerialized and transferred electronically. To encourage dematerialization of
securities in India, SEBI has required certain types of securities of certain Indian companies to be traded and settled in book-entry form. The Shares of the Company have been designated as one of such securities. To effect transfer of Shares in
book-entry form, the seller and purchaser must establish accounts with a depository participant appointed by the National Securities Depository Limited or Central Securities Depository Limited, a depository established pursuant to the Indian
Depositories Act, 1996. Charges for opening an account with a Securities Depositary Limited participant, transaction charges for each trade and custodian charges for securities held in each account vary depending upon the business practice of each
Securities Depository Limited participant. Upon delivery, the Shares purchased will be registered in the name of the Securities Depository Limited participant and held by such Securities Depository Limited participant for the account of the
purchaser. So long as the Shares are traded through the book-entry system of Securities Depositary Limited, ownership of beneficial interests in the Shares will be shown on, and transfer of such ownership will be effected only through, records
maintained by Securities Depository Limited participants.

The requirement for dematerialization of the Shares may apply to the ADR holders
when the underlying Shares are withdrawn from the depository facility upon surrender of the ADRs. In order to trade the underlying Shares in the Indian market, the withdrawing ADR holder will be required to hold such Shares in book-entry form and to
comply with the Securities Depository Limited procedures described above. If dematerialization of any underlying Shares is requested by an ADR holder, the cost incurred by the Depository therefore will be borne by the withdrawing ADR holder.
Transfer of Shares in book-entry form is not subject to any Indian transfer tax. See Item 10TaxationIndian Taxation.



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Disclosure of Ownership Interest

Section 187C of the Indian Companies Act requires beneficial owners of Shares of Indian companies who are not holders of record to declare to the Company details of the beneficial owner. While it is
unclear under Indian law whether Section 187C applies to holders of ADRs of a company, investors who exchange ADRs for Shares are subject to Section 187C. Failure to comply with Section 187C would not affect the obligation of a
company to register a transfer of Shares or to pay any dividends to the registered holder of any Shares in respect of which such declaration has not been made, but any person who fails to make the required declaration within 30 days may be liable
for a fine of up to LOGO 1,000 for each day such failure continues. Furthermore, any charge, promissory note or any other collateral agreement created, executed or entered into by the registered owner of any share in respect of which a
declaration is required under Section 187C has not been made is not enforceable by the beneficial owner or any person claiming through him.

Audit and Annual Report

The Company must circulate, at least 21 days before an annual
general meeting of shareholders, a detailed version of the Companys audited balance sheet and profit and loss account and the reports of the Board and the auditors thereon. The Company is also required under the Indian Companies Act to make
available, upon the request of any shareholder, a complete balance sheet and profit and loss account of the Company in the case of circulation of abridged accounts.

Under the Indian Companies Act, the Company must file with the Indian Registrar of Companies the balance sheet and annual profit and loss account presented to the shareholders within 30 days and an annual
return within 60 days, of the conclusion of an annual general meeting.

Approval of Matters

Under the SHA, the following would have to be approved by an affirmative vote of one authorized representative of each of the GoI and Panatone Finvest
Limited, and at the meeting of the Board, by an affirmative vote of at least one nominee director of each of the GoI and Panatone Finvest Limited:

(i) Any change in the Memorandum of Association and Articles of Association;

(ii)
The granting of any security or the creation of any encumbrance on the assets of the Company or the incurrence of any indebtedness or the guaranteeing of the debts of any person which in the aggregate at any time exceeds the net worth of the
Company;

(iii) The taking of any steps to wind-up or terminate the corporate existence of the Company or any of its affiliates
or entering into any arrangement with the creditors of the Company in relation to all or a substantial part of the assets of the Company;

(iv) Any one or a series of transactions which causes a sale, lease, exchange or disposition of land and buildings of the Company or its subsidiaries which are acquired by the Company at any time prior to
the Closing (as defined in the SHA);

(v) Subject to (xv) hereunder, any sale, lease, exchange or disposition of any
property, assets or equipment (other than land and buildings) of the Company or its subsidiary which are acquired by the Company at any time prior to the Closing;

(vi) The making, directly or indirectly, of loans or advances in excess of LOGO 500 million to any person other than in the ordinary course of the business of the Company;

(vii) The entering into of an amalgamation, merger or consolidation with any other company or corporate body;

(viii) Any change in the number of directors of the Company from that provided in the SHA;

(ix) Any agreement with or commitment to any shareholder or its principal(s) or their respective affiliates, except where, and to the extent, (a) such agreement or commitment between the Company or
any of its affiliates on the one hand and the GoI or any government authority on the other is required under applicable law or (b) such agreement is on an arms length basis and in good faith;



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(x) Establishment of any subsidiary or associated company by the Company;

(xi) Transfer of any rights or interests in affiliates of the Company including, without limitation, transfer of relevant interests in
securities of such affiliates held by the Company;

(xii) Any agreement, license or permission in respect of the use of the
name and/or logo of the Company (except where such agreement, license or permission is for the purpose of, or in connection with, advertising or promotional activities only by the Company);

(xiii) The delegation by the Board to any person of the Boards authority to approve or authorize any matter described in this
sub-paragraph (a);

(xiv) Change directly or indirectly in the use of land and buildings of the Company other than for the
purposes of the main objects of the Company as defined in the Memorandum of Association;

(xv) Any one or a series of
transactions, which causes a sale, lease, exchange or disposition of obsolete equipment or equipment not in use of the Company or its subsidiaries having an aggregate value exceeding 25% of the total value of the net fixed assets of the Company as
specified in the Audited Financial Statements; or

(xvi) Any commitment or agreement to do any of the foregoing.

Notwithstanding anything to the contrary contained in the SHA, in the event any of the aforesaid items of business mentioned above is not approved
by the Board or shareholders at a meeting or otherwise, such non-approved items shall not be implemented by the Company. Panatone Finvest Limited and the GoI shall not directly or indirectly take any steps to cause the Company to implement such
items of business. The non-approval of the aforesaid items of business at a meeting or otherwise of the Board or the shareholders shall not be considered as a subject matter of dispute, difference, disagreement or the like between the GoI and
Panatone Finvest Limited and the non-approval of such item of business will not be referred to arbitration under the SHA.

Acquisition
by the Company of its Own Shares

Under the Indian Companies Act 1956, approval of at least 75% of a companys shareholders voting
on the matter and approval of the High Court or National Company Law Tribunal of the state in which the registered office of the company is situated is required to reduce a companys share capital. A company may, under some circumstances,
acquire its own Shares without seeking the approval of the High Court or National Company Law Tribunal. However, a company would have to extinguish the Shares it has so acquired within a prescribed time period. A company is not permitted to acquire
its own Shares for treasury operations.

An acquisition by a company of its own Shares that does not rely on an approval of the High
Court/National Company Law Tribunal must comply with the Indian Companies Act. In addition, public companies which are listed on a recognized stock exchange in India must comply with the Securities and Exchange Board of India (Buy-back of
Securities) Regulations, 1998, or (Buy-back Regulations).

ADR holders will not be eligible to participate in a buyback in the case of tender
offers, odd lots and open market purchases unless they surrender their ADSs and receive delivery of the underlying Shares. ADR holders should note that Shares withdrawn from the depositary facility may not be re-deposited into such depositary
facility.

There can be no assurance that the underlying Shares offered by the ADR holders in any buyback of Shares by the Company will be
accepted by the Company. The regulations relating to the buyback of securities have only been introduced recently and there is very limited guidance on the interpretation of such regulations. ADR holders are advised to consult their Indian legal
advisers prior to participating in any buyback by the Company, including in relation to any tax issues relating to such buyback.



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Foreign institutional investors should note that in the event of a buyback by the Company, the prescribed
threshold limit for shareholdings by foreign institutional investors may be exceeded by default regardless of any participation or non-participation by them in the buyback. The treatment of the foreign institutional investors threshold limits in the
buyback context is uncertain, and foreign institutional investors are advised to consult their Indian legal advisers in this regard.

Liquidation Rights

Subject to
the rights of creditors, employees and of the holders of any other Shares entitled by their terms to preferential repayment over the Shares, if any, in the event of a winding-up of the Company, the holders of the Shares are entitled to be repaid the
amounts of capital paid-up or credited as paid-up on such Shares. All surplus assets after payments due to the holders of any preference Shares belong to the holders of the Shares in proportion to the amount paid-up or credited as paid-up on such
Shares, respectively, at the commencement of the winding-up.

Takeover Code

Disclosure and mandatory bid obligations in respect of certain share acquisitions or consolidations under Indian law are governed by the Securities and Exchange Board of India (Substantial Acquisition of
Shares and Takeovers) Regulations, 1997 (the Takeover Code). The Takeover Code is under constant review by SEBI and is amended from time to time.

The most important features of the Takeover Code are as follows:



| |  |  | Any acquirer who acquires more than 5%, 10%, 14%, 54% or 74% of the Shares or voting rights in a company must disclose its aggregate shareholding or
voting rights to that company and to each of the stock exchanges on which that companys Shares are listed.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | A person who holds more than 15% of the Shares or voting rights in any company is required to make, within 21 days from the fiscal year ended
March 31, annual disclosure of its holdings to that company (which in turn is required to disclose the same to each of the stock exchanges on which the companys Shares are listed within 30 days from the fiscal year ended March 31, as
well as the record date of the company for the purposes of declaration of a dividend).
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Promoters or persons in control of a company are also required to make annual disclosure in respect of their holdings in the same manner within 21 days
from the fiscal year ended March 31, as well as the record date of the company for the purpose of a declaration of a dividend.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

With respect to takeovers (other than bail-out takeovers) of listed companies, the Takeover Code, as amended, provides for mandatory bid and open offer requirements, summarized below:



| |  |  | An acquirer cannot acquire Shares or voting rights which (taken together with existing Shares or voting rights, if any, held by it or by persons acting
in concert with it) would entitle such acquirer to exercise 15% or more of the voting rights in a company, unless such acquirer makes a public announcement offering to acquire an additional 20% of the Shares of the company.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | An acquirer who, together with persons acting in concert with it, holds between 15% and 55% of the Shares or voting rights of a company cannot acquire
additional Shares or voting rights that would entitle it to exercise more than 5% of the voting rights in any fiscal year ended on March 31, unless such acquirer makes a public announcement offering to acquire an additional 20% of the Shares of
the company.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | Any further acquisition of Shares or voting rights by an acquirer who holds 55% of the Shares or voting rights in a company triggers the same public
announcement requirements. Such acquirer, however, may without making a public announcement under the Takeover Code , acquire, either by himself or through or with persons acting in concert with him, additional Shares or voting rights entitling him
up to 5% voting rights in the target company subject to the following:
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the acquisition is made through open market purchase on the stock exchange but not through bulk deal /block deal/ negotiated deal/ preferential
allotment; or the increase in the shareholding or voting rights of the acquirer is pursuant to a buy-back of Shares by the target Company; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the post-acquisition shareholding is not increased above 75%.
| | - |  | -------------------------------------------------------------



| |  |  | In addition, regardless of whether there has been any acquisition of Shares or voting rights in a company, an acquirer acting in concert cannot
directly or indirectly acquire control over a company unless such acquirer makes a public announcement offering to acquire a minimum of 20% of the Shares of the company. The change of control for the purpose of this act excludes those which take
place pursuant to a special resolution passed by the shareholders in a general meeting.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Takeover Code sets out the
contents of the required public announcements as well as the minimum offer price.

The Takeover Code, as amended, permits conditional offers
as well as the acquisition and subsequent delisting of all Shares of a company and provides specific guidelines for the gradual acquisition of Shares or voting rights. Specific obligations of the acquirer and of the board of directors of the target
company in the offer process have also been set out in the Takeover Code. In addition, the Takeover Code introduces the chain principle whereby the acquisition of a holding company will obligate the acquirer to make a public offer to the
shareholders of each of the publicly listed companies acquired through the acquisition of the holding company.

The general requirement to
make a public announcement does not, however, apply entirely to bail-out takeovers when a promoter (i.e., a person or persons in control of the company, persons named in any offer document as promoters and certain specified corporate bodies
and individuals) is taking over a financially weak company (but not a sick industrial company) pursuant to a rehabilitation scheme approved by a public financial institution or a scheduled bank. A financially weak company is
a company which has, at the end of the previous fiscal year, accumulated losses resulting in the erosion of more than 50% (but less than 100%) of the total sum of its paid-up capital and free reserves at the end of the previous fiscal year. A
sick industrial company is a company registered for more than five years and engaged in an industry listed in Schedule 1 of the Industries (Development and Regulation) Act, 1951 which has, at the end of any fiscal year, accumulated
losses equal to or exceeding its entire net worth.

The Takeover Code does not apply to certain situations, including but not limited to:



|(a) | allotments of Shares pursuant to an application made for a public issue;
|--- | ------------------------------------------------------------------------



|(b) | allotments of Shares pursuant to an application made by a shareholder for a rights issue; and
|--- | ---------------------------------------------------------------------------------------------



|(c) | allotments of Shares to the underwriters pursuant to any underwriting agreement.
|--- | --------------------------------------------------------------------------------

In addition, the Takeover Code does not apply to Shares represented by ADSs so long as such Shares remain in the ADR depositary facility.

On June 4, 2010, the GoI amended the Securities Contracts (Regulation) Rules, 1956 and inserted Rule 19A to the Securities Contracts (Regulation) Rules, 1957 (SCRR). Pursuant to the said amendment
all listed companies (except public sector companies) are required to maintain a minimum threshold level of public holding to the extent of 25% within a period of 3 years from the commencement of the Securities Contracts (Regulation) (Amendment)
Rules, 2010, i.e. before 3 June 2013. This provision was incorporated in the Listing Agreement by inserting Clause 40A in the Listing Agreement.



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Material Contracts

The Companys material contracts are entered into in the ordinary course of business and include rate sharing agreements and interconnect agreements with international and domestic telecommunication
providers and agreements for the use of cable capacity to provide the Companys services.

Disclosure of Pledged Shares

Generally, a promoter or every person forming part of the promoter group shall, within 7 working days from the date of creation of the
pledge on the Shares of that company held by him, report the details of such pledge of Shares to that company. Further a promoter or every person forming part of the promoter group of any company shall, within 7 working days from the date of
invocation of pledge on Shares of that company pledged by him, report the details of the invocation of such pledge to that company.

That
company shall in turn disclose the information received to the stock exchanges on which the Shares of the company are listed, within 7 working days of the receipt thereof, if, during any quarter ending March, June, September and December of any year
the total number of Shares pledged during the quarter along with the Shares already pledged exceeds:



| |  |  | 25,000 or
| | - |  | ---------



| |  |  | 1% of the total paid up capital of the company, whichever is lower.
| | - |  | -------------------------------------------------------------------

Restriction on issue of Shares with superior rights

The SEBI amended the Listing Agreement
in July 2009 to add a restriction on the issue by a listed company of Shares in any manner which may confer on any person, rights as to voting or dividends, that are superior to the rights of equity Shares that are already listed.

Exchange Controls and Other Limitations Affecting Security Holders

Foreign investments in India are governed by the provisions of Section 6 of the Foreign Exchange Management Act (FEMA), 1999 and are subject to the regulations issued by the Reserve Bank of India
(RBI) under FEMA 1999.

The Foreign Direct Investment Scheme under the Reserve Banks Automatic Route enables Indian companies (other
than those specifically excluded in the scheme) to issue Shares to persons resident outside India without prior permission from the RBI, subject to certain conditions. General permission has been granted to nonresidents / non-resident Indians (NRIs)
for the acquisition of Shares by way of transfer as follows:

a. Sale / Gift of Shares by Non-Resident to Non-Resident including NRI:A
person resident outside India (other than an NRI and OCB) may transfer by way of sale or gift, Shares or convertible debentures to any person resident outside India (including NRIs).

b. Sale / Gift of Share by NRI to NRI:NRIs may transfer by way of sale or gift Shares or convertible debentures held by them to another NRI.

In both the above cases, if the transferee had an existing venture or association in India on January 12, 2005, through an investment/technical
collaboration/trademark agreement in the same field in which the Indian company, whose Shares are transferred, is engaged, he has to obtain prior permission of the Secretariat of Industrial Assistance (SIA)/Foreign Investment Promotion Board (FIPB)
to acquire the Shares. This restriction is, however, not applicable to the transfer of Shares for investments made by Venture Capital Funds registered with SEBI; investments by multinational financial institutions; where the existing joint venture
investment by either of the parties is less than 3%; where the existing joint venture / collaboration is defunct or sick or for a transfer of Shares of an Indian company engaged in the information technology sector or in the mining sector, if the
existing joint venture or technology transfer/trademark agreement of the person to whom the Shares is to be transferred are also in the information technology sector or in the mining sector for same area/mineral.



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c. Gift from Non-Resident to Resident: A person resident outside India can transfer any security to a
person resident in India by way of gift.

d. Sale of Shares by Non-resident on a Stock Exchange:A person resident outside India can
sell Shares and convertible debentures of an Indian company on a recognized stock exchange in India through a stock broker registered with the stock exchange or a merchant banker registered with SEBI.

e. Sale of Shares by Resident to Non-resident: A person resident in India can transfer by way of sale Shares or convertible debentures
(including transferring a subscribers Shares), of an Indian company in sectors other than the financial services sector (e.g. banks, Non-Banking Financial Companies (NBFC), insurance companies, Asset Reconstruction Companies (ARCs), Credit
Information Companies (CICs), infrastructure companies in the securities market viz. clearing corporations, depositories and Commodity Exchanges) under private arrangement to a person resident outside India, subject to the guidelines under master
circular no.13/210-11 dated July 1, 2010 issued by the Reserve Bank of India on Foreign Direct Investments in India.

f. Sale of
Shares by Non-Resident to ResidentPrivate Arrangement:General permission is also available for a transfer of Shares or convertible debentures by way of sale under private arrangement by a person resident outside India to a person resident
in India, subject to the guidelines under master circular no.13/210-11 dated July 1, 2010 issued by the Reserve Bank of India on Foreign Direct Investments in India.

The above general permission also covers transfer by a resident to a non-resident of Shares or convertible debentures of an Indian company, engaged in an activity earlier covered under the government
route but now falling under the automatic route of the RBI, as well as a transfer of Shares by a non-resident to an Indian company under a buyback and / or capital reduction scheme of the company. However, this general permission is not available in
the case of a transfer of Shares or debentures, from a Resident to a Non-Resident / Non-Resident Indian, of an entity engaged in any activity in the financial services sector (i.e. banks, NBFCs, ARCs, CICs, insurance companies, infrastructure
companies in the securities market such as stock exchanges, clearing corporations, depositories and commodity exchanges).

With effect from
November 29, 2001, Overseas Corporate Bodies (OCBs) are not permitted to invest under the Portfolio Investment Scheme in India. However, the OCBs which have already made investments under the Portfolio Investment Scheme may continue to hold
such Shares and convertible debentures until such time as these are sold on a stock exchange.

In all other cases not covered in the above
paragraph, prior approval of the RBI is necessary. For transfers of existing Shares or convertible debentures of an Indian company by a resident to a non-resident by way of sale, the transferor must obtain the approval of the GoI and thereafter make
an application to the RBI for permission. In such cases the RBI may permit the transfer subject to certain terms and conditions including the price at which the sale may be made.

Restrictions on a Sale of the Shares Underlying the Companys American Depositary Receipts and Repatriation of the Sale Proceeds

ADRs issued by Indian companies to non-residents have free transferability outside India. The GoI permits two-way fungibility of ADRs. However, this is still subject to sectoral caps and certain
conditions, including compliance with the provisions of the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depositary Receipt Mechanism) Scheme 1993 and periodic guidelines issued by the GoI. Such restrictions on foreign
ownership of the underlying Shares may cause the Companys Shares to trade at a discount or premium to its ADSs.

In February 2002, the
RBI issued a circular stating that the terms of Regulations 4A of the Reserve Bank of India Notification FEMA 20/2000-RB dated May 3, 2000, as amended by Notification No. FEMA 41/2001-RB dated March 2, 2001, allow a registered broker to
purchase Shares of an Indian company on behalf of a person resident outside India for the purpose of converting those Shares into ADSs/GDRs. However, such conversion is subject to compliance with the provisions of the Issue of Foreign Currency
Convertible Bonds and Ordinary Shares (Through Depositary Receipt Mechanism) Scheme 1993 and the periodic guidelines issued by the GoI. This would mean that ADSs converted into Indian Shares may be converted back into ADSs, subject to the limits of
sectoral caps.



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The Operative Guidelines for the limited two-way fungibility under the Issue of Foreign Currency Convertible
Bonds and Ordinary Shares (Through Depositary Receipt Mechanism) Scheme 1993 has also been approved by the GoI.

These guidelines provide that
a re-issuance of ADSs/GDRs are permitted to the extent that ADSs/GDRs have been redeemed for underlying Shares and sold in the domestic market. The re-issuance must be within specified limits. The conditions to be satisfied in this regard are:
(i) the Shares are purchased on a recognized stock exchange; (ii) the Indian company has issued ADS/GDR; (iii) the Shares are purchased with the permission of the custodian of the ADSs/GDRs of the Indian company and are deposited with
the custodian; and (iv) the number of Shares so purchased shall not exceed the number of ADSs/GDRs converted into underlying Shares.

The
procedure for the conversion of Shares into ADSs/GDRs is as follows: (i) on request by the overseas investor for the acquisition of Shares for re-issuance of ADSs/GDRs, the SEBI registered broker must purchase Shares from a stock exchange after
verifying with the custodian as to the availability of head room (i.e. the number of ADSs/GDRs originally issued minus the number of ADSs/GDRs outstanding further adjusted for ADSs/GDRs redeemed into underlying Shares and
registered in the name of the non-resident investor(s)); (ii) an Indian broker purchases the Shares in the name of the overseas depository; (iii) after the purchase, the Indian broker places the domestic Shares with the custodian;
(iv) the custodian advises the overseas depositary on the custody of domestic Shares and to issue corresponding ADSs/GDRs to the investor; and (v) the overseas depository issues ADSs/GDRs to the investor. Holders, who seek to sell in India
any Shares received upon surrender of any ADS, and to convert the Rupee proceeds of such sale into foreign currency and remit such foreign currency outside of India, will require the approval of the Reserve Bank of India for each such transaction.
Although such approvals are generally forthcoming, there can be no assurance that any such approval can be obtained in a timely manner or at all.

In order to bring the ADR/GDR guidelines in alignment with SEBIs guidelines on domestic capital issues, the GoI has issued the following additional guidelines on ADRs/GDRs under the Foreign Currency
Convertible Bonds and Ordinary Shares (through Depositary Receipt Mechanism) Scheme, 1993.

An Indian company which is not eligible to raise
funds from the Indian Capital Market, including a company which has been restrained from accessing the securities market by the SEBI, is not eligible to issue (i) Foreign Currency Convertible Bonds (FCCBs) and (ii) Ordinary Shares through
Global Depositary Receipts under the Foreign Currency Convertible Bonds and Ordinary Shares (Through Depositary Receipt Mechanism) Scheme, 1993.

Erstwhile Overseas Corporate Bodies (OCBs) who are not eligible to invest in India through the portfolio route and entities prohibited to buy, sell or deal in securities by SEBI are not eligible to
subscribe to (i) Foreign Currency Convertible Bonds and (ii) Ordinary Shares through Global Depositary Receipts under the Foreign Currency Convertible Bonds and Ordinary Shares (through Depositary Receipt Mechanism) Scheme, 1993.

The pricing of ADR/GDR/FCCB issues must be made at a price not less than the higher of the following two averages: (i) the average of
the weekly high and low of the closing prices of the related Shares quoted on the stock exchange during the six months preceding the relevant date and; (ii) the average of the weekly high and low of the closing prices of the related Shares
quoted on a stock exchange during the two weeks preceding the relevant date. The relevant date means the date thirty days prior to the date on which the annual meeting of the shareholders is held, as required by section 81 (IA) of the
Indian Companies Act, 1956, to consider the proposed issue.

General

Shares of Indian companies represented by ADSs may be approved for issuance to foreign investors by the GoI under the Issue of Foreign Currency Convertible Bonds and Shares (through Depositary Receipt
Mechanism) Scheme, 1993 (the 1993 Regulation), as modified from time to time, promulgated by the GoI. The 1993 Regulation is distinct from other policies or facilities, as described below, relating to investments in Indian companies by
foreign investors. The issuance of ADSs pursuant to the 1993 Regulation also affords to holders of the ADSs the benefits of Section 115AC of the Indian Income Tax Act, 1961 for purposes of the application of Indian Tax Law.



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Foreign Direct Investment (FDI)

FDI in India is allowed automatically and without prior approval in almost all sectors, except:



|1. | proposals that require an industrial license and cases where foreign investment is more than 24% in the equity capital of units manufacturing items reserved for small
scale industries;
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|2. | proposals in which the foreign collaborator has a previous venture in India;
|-- | ----------------------------------------------------------------------------



|3. | transfers of Shares from resident to non-residents and vice versa; and
|-- | ----------------------------------------------------------------------



|4. | proposals falling outside sectoral policy/ caps or under sectors in which FDI is not permitted and/or whenever any investor chooses to make an application to the
Foreign Investment Promotion Board (FIPB) and not avail itself of the automatic route.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The FIPB is the body that considers and
recommends FDI that does not fall within the automatic route. The FIPB is part of the Department of Economic Affairs, Ministry of Finance. With respect to the activities of the Company, approval from the FIPB is required for any direct foreign
investment that exceeds 51% of the total issued share capital of the Company.

In May 1994, the GoI announced that purchases by foreign
investors of ADSs, as evidenced by ADRs and foreign currency convertible bonds of Indian companies, would be treated as direct foreign investment in the equity issued by Indian companies for such offerings. Therefore, offerings that involve the
issuance of equity that results in foreign direct investors holding more than the stipulated percentage of direct foreign investments (which depends on the category of industry) would require approval from the FIPB. In addition, in connection with
offerings of any such securities to foreign investors, approval of the FIPB is required for Indian companies whether or not the stipulated percentage limit would be reached, if the proceeds therefrom are to be used for investment in non-high
priority industries.

The FDI ceiling in the telecom sector varies from 49% to 74% depending on the nature of the service being provided. The
total composite foreign holding, including but not limited to investment by FIIs (holding as on March 31), NRI/OCB, FCCB, ADRs, GDRs, convertible preference Shares, convertible currency debentures, and proportionate foreign investment in Indian
promoters/investment companies including their holding companies, may not exceed the allowable percentage.

Foreign investment through
investing Indian companies in the subject Indian companies is considered indirect foreign investment. In the event the subject Indian companies are owned or controlled by non-resident entities (i.e., where resident Indian citizens do not own
and/or control more than 50% of the equity interest and do not have power to appoint a majority of the directors of the company) then the entire investment is considered indirect foreign investment. However, the indirect foreign investment in the
100% owned subsidiaries of operating-cum-investing/investing companies is limited to the foreign investment in the operating-cum-investing/investing company, since the downstream investment of a 100% owned subsidiary of the holding company is akin
to investment made by the holding company and the downstream investment should be a mirror image of the holding company.

FDI up to 100% is
permitted in respect of the following telecom services:

(i) infrastructure providers providing dark fiber (IP Category I);

(ii) electronic mail; and

(iii) voicemail.

Regardless of whether the FDI limit is 74% or 49%, the following apply to all
FDI in the telecom sector:



| |  |  | Direct and indirect foreign investments in telecom companies may not exceed 74%.
| | - |  | --------------------------------------------------------------------------------



| |  |  | The Indian shareholding may not be less than 26% of all Telecom companies.
| | - |  | --------------------------------------------------------------------------



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| |  |  | The status of foreign holdings must be declared to the GoI on a half-yearly basis.
| | - |  | ----------------------------------------------------------------------------------



| |  |  | A majority of directors of telecom companies, the chief officer in charge of technical network operations, the chief security officer and the
officers/officials dealing with the lawful interception of messages must be resident Indian citizens. The chairman, managing director, chief executive officer and/or chief financial officer, if foreign nationals, must be security vetted by the
Ministry of Home Affairs (MHA). Security vetting is required annually.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | No telecom company may transfer any accounting information, user information or details of network and infrastructure to any person or place outside
India.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Each telecom company must provide traceable identities of their subscribers.
| | - |  | ----------------------------------------------------------------------------



| |  |  | No traffic originating and terminating in India may be routed outside India.
| | - |  | ----------------------------------------------------------------------------



| |  |  | Remote access to networks may only be provided to approved location(s) abroad through approved location(s) in India.
| | - |  | --------------------------------------------------------------------------------------------------------------------



| |  |  | Privacy of voice and data must be maintained and monitoring may only be done if authorized by the Union / State Home Secretaries.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------



| |  |  | Telecom companies provide monitoring facilities to the GoI from a centralized location.
| | - |  | ---------------------------------------------------------------------------------------

The Company obtained permission for remote access of its network equipment from DoT. Some applications by the Company seeking additional permissions for
remote access were made and the approval is pending.

Investment by Non-Resident Indians, Persons of Indian Origin and Overseas Corporate
Bodies

A variety of special facilities investing in Shares of Indian companies in India are available to individuals of Indian nationality
or origin residing outside India and persons of Indian origin.

These facilities permit non-resident Indians and persons of Indian origin to
make portfolio investments in Shares and other securities of Indian companies on a basis not generally available to other foreign investors. These facilities are different and distinct from investments by foreign direct investors described above.

The Overseas Corporate Bodies (OCBs) at least 60% owned by non-resident Indians or persons of Indian origin have been since
September 16, 2003 derecognized as a class of investors in India.

Investment by Foreign Institutional Investors

In September 1992, the GoI issued guidelines which enable foreign institutional investors, including institutions such as pension funds, investment
trusts, asset management companies, nominee companies and incorporated / institutional portfolio managers, to invest in all the securities traded on the primary and secondary markets in India. Under the guidelines, foreign institutional investors
are required to obtain an initial registration from SEBI and a general permission from the Reserve Bank of India to engage in transactions regulated under the Foreign Exchange Management Act 1999. Foreign institutional investors must also comply
with the provisions of the SEBI Foreign Institutional Investors Regulations 1995. When they receive the initial registration, foreign institutional investors also obtain general permission from the Reserve Bank of India to engage in transactions
regulated under the Foreign Exchange Management Act 1999. Together, the initial registration and the Reserve Bank of Indias general permission enable registered foreign institutional investors to buy (subject to the ownership restrictions
discussed below) and sell freely securities issued by Indian companies, to realize capital gains on investments made through the initial amount invested in India, to subscribe or renounce rights offerings for Shares, to appoint a domestic custodian
for custody of investments held and to repatriate the capital, capital gains, dividends, and income received by way of interest and any compensation received for the sale or renunciation of rights offerings of Shares.



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Ownership Restrictions

SEBI and the Reserve Bank of India regulations restrict investments in Indian companies by foreign direct investors. Under current SEBI regulations applicable to the Company, foreign direct investors in
aggregate may hold no more than 40% of the Companys Shares, excluding the Shares underlying the ADSs, and Non-Resident Indians in aggregate may hold no more than 10% of the Companys Shares, excluding the Shares underlying the ADSs.
Furthermore, SEBI regulations provide that no single foreign institutional investor may hold more than 10% of the Companys total Shares and no single non-resident Indian may hold more than 5% of the Companys total Shares.

Foreign institutional investors may only purchase securities of public Indian companies (other than ADSs) through a procedure known as a
preferential allotment of Shares, which is subject to certain restrictions. These restrictions will not apply to Shares issued as stock dividends or in connection with rights offerings applicable to the Shares underlying ADSs. There is
uncertainty under Indian law about the tax regime applicable to Foreign Institutional Investors which hold and trade ADSs. Foreign Institutional Investors are urged to consult with their Indian legal and tax advisers about the relationship between
the Foreign Institutional Investors guidelines and the ADSs and any Shares withdrawn upon surrender of ADSs.

More detailed provisions
relating to foreign institutional investors investments have been introduced by SEBI with the introduction of the SEBI Foreign Institutional Investors Regulations, 1995. These provisions relate to the registration of foreign institutional investors,
their general obligations and responsibilities, and certain investment conditions and restrictions. One such restriction is that the total investment in equity and equity-related instruments should not be less than 70% of the aggregate of all
investments of the foreign institutional investors in India.

SEBI-registered foreign institutional investors have been permitted to purchase
Shares and convertible debentures of an Indian company through offer/private placement. This is subject to investment ceilings prescribed under the Foreign Exchange Management Act. Indian companies are permitted to issue such Shares provided that:
(i) in the case of a public offer, the price of Shares to be issued is not less than the price at which Shares are issued to residents and (ii) in the case of an issue by private placement, the price is not less than the price arrived at
under SEBI guidelines or guidelines issued by the erstwhile Controller of Capital Issues, as applicable. Purchases can also be made of Partly Convertible Debentures/ Fully Convertible Debentures/ Right Renunciations/Warrants/Units of Domestic Mutual
Fund Schemes.

Foreign institutional investors may not engage in short selling and must take delivery of securities purchased and give
delivery of securities sold. There may not be any squaring off of transactions during the no-delivery period of a security.

Foreign
institutional investors may form a 100% debt fund and get such fund registered with SEBI. Investment in debt securities by foreign institutional investors are subject to limits stipulated by SEBI.

Voting Rights

Holders of the
Companys ADSs will not be entitled to instruct the Depository how to vote the Shares underlying the ADSs. Rather, each holder, by accepting an ADR, authorized and directed the Depository to vote the deposited Shares as instructed by the Board
or give a proxy or power of attorney to vote the deposited Shares to a person designated by the Board. However, the Depository will only do this upon the Companys legal counsel issuing an opinion to the Depository stating that it is legal for
the Depository to do so and that doing so will not expose the Depository to legal liability. If the Company does not provide the legal opinion referred to above, the Depository will not vote the deposited Shares or give a proxy or power of attorney
to anyone else to vote the deposited Shares.



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Taxation

Indian Taxation

General

The following summarizes the material Indian tax consequences for investors in ADSs and Shares received upon redemption of ADSs who are non-residents as
defined in the Indian Income Tax Act, 1961 (the Indian Tax Act), whether of Indian origin or not, who acquire ADSs or Shares (upon redemption) and who hold such ADSs or Shares (upon redemption) as capital assets, and does not address the
tax consequences which may be relevant to other classes of non-resident investors, including dealers. This is primarily based on the provisions of the Indian Tax Act, including the special tax regime contained in Section 115AC (the
Section 115AC Regime), read with the Finance Act for the relevant year, Finance (No.2 Act), 2004 and the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depositary Receipt Mechanism) Scheme, 1993. A non-resident
investor has an option to be governed by the provisions of the Income Tax Act or the provisions of a tax treaty that India has entered into with another country of which the non-resident investor is a tax resident, whichever is more beneficial.

The summary set forth below is not intended to constitute a complete analysis of the individual tax consequences to non-resident holders
under Indian law for the acquisition, ownership and sale of ADSs and Shares by non-resident holders. Personal tax consequences of an investment may vary for investors in various circumstances and potential investors should therefore consult their
own tax advisers on the tax consequences of such acquisition, ownership and sale, including specifically the tax consequences under the law of the jurisdiction of their residence and any tax treaty between India and their country of residence.

Residence

For
purposes of the Indian Tax Act, an individual is considered to be a resident of India during any fiscal year if he or she is in India in that year for:



| |  |  | a period or periods amounting to 182 days or more; or
| | - |  | -----------------------------------------------------



| |  |  | 60 days or more if within the four preceding years he/she has been in India for a period or periods amounting to 365 days or more; or
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 182 days or more, in the case of a citizen of India or a person of Indian origin living abroad who visits India and within the four preceding years has
been in India for a period or periods amounting to 365 days or more; or
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 182 days or more, in the case of a citizen of India who leaves India for the purpose of employment outside India in any previous year and has within
the four preceding years been in India for a period or periods amounting to 365 days or more.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

A company is resident in
India if it is registered in India or the control and management of its affairs is situated wholly in India. A firm or other association of persons is resident in India except where the control and management of its affairs is situated
wholly outside India. Individuals, companies, firms and other associations of persons that are not residents of India would be treated as non-residents for purposes of the Indian Tax Act.

Taxation of Distributions

Dividends paid to shareholders (whether or not resident in India) will not be subject to tax in the hands of the shareholders. However a company paying
the dividend is subject to a dividend distribution tax of 16.2225% (including surcharge and education cess) on the total amount it pays to its shareholders as dividends, in addition to the normal corporate tax on its income.



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Taxation of Rights

Any distribution of additional ADSs, Shares or rights to subscribe for Shares made to non-residents with respect to ADSs or Shares will not be subject to Indian tax.

Taxation on Surrender of ADSs

The acquisition by a non-resident holder of Shares upon surrender of ADSs does not constitute a taxable event for Indian income tax purposes. Such
acquisition will, however, give rise to a stamp duty as described below under Stamp Duty and Transfer Tax.

Taxation of
Capital Gains

Any transfer of ADSs outside India by a non-resident investor to another non-resident investor does not give rise to
Indian capital gains tax. It is unclear whether capital gains derived from the sale of rights by a non-resident investor to another non-resident investor will be subject to capital gains tax. If the rights are deemed to be situated within India, the
gain realized on the sale of rights will be subject to Indian taxation.

A gain ordinarily arising on the sale of an equity share, whether to
a resident or a non-resident or whether inside India or outside India, will give rise to a liability for Indian capital gains tax. However, any gain arising on the sale of an equity share of a company held for more than 12 months (measured from the
date of notice of redemption of the ADS by the depositary) which is a long-term capital gain, will be exempt from tax if the sale is registered on a recognized stock exchange and such transaction of sale is chargeable to Securities Transaction Tax
(STT). In other cases of long-term capital gains, the rate of tax will be as applicable as given in the table below.

Where the equity share
has been held for 12 months or less, the rate of tax varies and will depend on a number of factors, including without limitation the status of the non-resident investor and will be as applicable for short-term capital gains (STCG) as given in the
table below. However, in such a case, there is also a concessional rate of tax available, if the sale is entered on a recognized stock exchange and such transaction of sale would apply to the STT as described below under Securities Transaction
Tax.

The table below gives the capital gains tax rates including surcharge and education cess applicable to corporate and non-corporate
investors under the different scenarios.



|                |  |                                           |  |                |     |  |                    |  |        |           |  |  |            |   |  |  |        | 
|--------------- |  | ----------------------------------------- |  | -------------- | --- |  | ------------------ |  | ------ | --------- |  |  | ---------- | - |  |  | ------ | 
|                |  |                                           |  | CAPITAL GAINS  |    
|                |  |                                           |  | Subject to STT |     |  | Not Subject to STT | 
|                |  |                                           |  | Long Term      |     |  | Short Term         |  |        | Long Term |  |  | Short Term |  
|INVESTOR        |  | INCOME                                    |  | %              |    
|FOREIGN COMPANY |  | Exceeds LOGO 10,000,000                   |  |                | NIL |  |                    |  | 15.759 |           |  |  | 21.012     |   |  |  | 42.024 | 
|                |  | Equals or does not exceed LOGO 10,000,000 |  |                | NIL |  |                    |  | 15.45  |           |  |  | 20.60      |   |  |  | 41.20  | 
|NON-CORPORATE   |  |                                           |  |                | NIL |  |                    |  | 15.45  |           |  |  | 20.60      | * |  |  | 30.90  | 
|                |  |                                           |  |                |     |  |                    |  |        |           |  |  |            |   |  |  |        | 



|* | With indexation benefit, whereas without indexation benefit the rate applicable would be 10.30%
|- | -----------------------------------------------------------------------------------------------

On a transfer of Shares from the depository upon the redemption of ADSs, the provisions of the double taxation treaty entered into by the GoI with the country of residence of the non-resident investors
will be applicable in the matter of taxation of any capital gain arising on such transfer. The double taxation treaty between the United States and India does not provide U.S. residents with any relief from Indian tax on capital gains.



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For purposes of determining the amount of capital gains arising on a sale of an equity share for Indian tax
purposes, the cost of acquisition of an equity share received upon redemption of an ADS will be the price of the share prevailing on the Bombay Stock Exchange Limited or the National Stock Exchange Limited on the date on which the depositary advises
the custodian of such redemption and not the acquisition cost of the ADS being redeemed. The holding period of an equity share received upon redemption of an ADS will commence from the date of advice of redemption by the depositary.

Exemption of Capital Gains

As
explained above, any gain arising on the sale of an equity share of a company held for more than 12 months will be exempt from tax if the sale is entered into on a recognized stock exchange and such transaction of sale is chargeable to STT.

Tax Deduction at Source

There is no withholding tax on long-term capital gains where such gains are exempt under the Income Tax Act. Tax on other long-term and short-term capital gains is deducted at the source by the payer.

Capital Losses

Long-term capital loss on the sale of Shares being chargeable to STT will not be allowed to be set-off or carried forward for set-off against any capital
gains.

For other cases, in general terms, losses arising from a transfer of a capital asset in India can only be set-off against capital
gains. A long-term capital loss can be set off only against a long-term capital gain. To the extent that losses are not absorbed in the year of transfer, they may be carried forward for a period of eight assessment years immediately succeeding the
assessment year and may be set-off against the capital gains assessable for such subsequent assessment years. In order to set-off capital losses as above, the non-resident investor would be required to file appropriate and timely tax returns in
India.

Securities Transaction Tax

As per Chapter VII of the Finance (No. 2 Act), 2004 (as amended), STT is payable as follows:



|        |  |                                                                                                                                                                                                                                  |  |      |       |   |            |  |           | 
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ----- | - | ---------- |  | --------- | 
|Sr. No. |  | Taxable Securities Transaction                                                                                                                                                                                                   |  | Rate |       |   | Payable by | 
|1.      |  | Purchase of an equity share in a company, where
 (a)    the purchase is
on a recognized stock exchange; and 
(b)    the contract for the purchase of such share is settled by the actual delivery or
transfer of such share.    |  |      | 0.1   | % |            |  | Purchaser | 
|2.      |  | Sale of an equity share in a company, where
 (a)    the sale is on a
recognized stock exchange; and 
(b)    the contract for the sale of such share is settled by the actual delivery or transfer
of such share.                |  |      | 0.1   | % |            |  | Seller    | 
|3.      |  | Sale of an equity share in a company, where
 (a)    the sale is on a
recognized stock exchange; and 
(b)    the contract for the sale of such share is settled otherwise than by the actual
delivery or transfer of such share. |  |      | 0.025 | % |            |  | Seller    | 

The recognized stock exchange is responsible for collecting the STT and paying it into the Government treasury.



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Stamp Duty and Transfer Tax

Upon the issuance of Shares, the Company is required to pay a stamp duty of 0.1% per share of the issue price of the underlying Shares. A transfer of ADSs is not subject to the Indian stamp duty.
However, upon the acquisition of Shares from the Depositary in exchange for ADSs, the holder will be liable for Indian stamp duty at the rate of 0.25% of the market value of the ADSs or Shares exchanged. A sale of Shares by a registered holder will
also be subject to Indian stamp duty at the rate of 0.25% of the market value of the Shares on the trade date or the consideration amount, whichever is higher, although customarily such tax is borne by the transferee. However, in the case of Shares
held by the Depository in electronic mode, there will not be any stamp duty.

Wealth Tax

ADSs held by non-resident holders and the underlying Shares held by the depositary and the transfer of ADSs between non-resident holders and the
depositary will be exempt from Indian wealth tax.

Estate Duty

Under current Indian law, there is no estate duty applicable to a non-resident holder of ADSs or Shares.

Service Tax

Brokerage fees or commissions paid to stock brokers in connection with
the sale or purchase of Shares is subject to a service tax of 12.36%. The stock broker is responsible for collecting the service tax and paying it into the Government Treasury.

United States Federal Taxation

The following summary describes the material U.S.
federal income and estate tax consequences of the ownership and disposition of Shares and ADSs as of the date hereof. The discussion set forth below is applicable to U.S. Holders (as defined below). Except where noted, it deals only with Shares and
ADSs held as capital assets and does not deal with special situations, such as those of dealers in securities or currencies, traders in securities that elect to use a mark-to-market method of accounting for their securities holdings, financial
institutions, tax-exempt entities, life insurance companies, persons holding Shares or ADSs as part of a hedging, integrated, conversion or constructive sale transaction or a straddle, corporations that accumulate earnings to avoid U.S. federal
income tax, persons owning 10% or more of the voting stock of the Company, persons subject to the alternative minimum tax or persons whose functional currency is not the U.S. Dollar. Furthermore, the discussion below is based upon the
provisions of the Internal Revenue Code of 1986, as amended (the Code), and regulations, rulings and judicial decisions thereunder as of the date hereof, and such authorities may be repealed, revoked or modified, in each case, possibly
with retroactive effect so as to result in U.S federal income tax consequences different from those discussed below. In addition, this summary is based, in part, upon representations made by the Depository to the Company and assumes that the Deposit
Agreement, and all other related agreements, will be performed in accordance with their terms. Persons considering the purchase, ownership or disposition of Shares or ADSs should consult their own tax advisors concerning the U.S. federal income tax
consequences in light of their particular situations as well as any consequences arising under foreign, state or local tax laws.

As used
herein, the term U.S. Holder means a beneficial holder of a Share or ADS that is, for U.S. federal income tax purposes (1) an individual who is a citizen or resident of the United States, (2) a corporation, or entity taxable as
a corporation, created or organized in or under the laws of the U.S or any political subdivision thereof, (3) an estate the income of which is subject to U.S federal income taxation regardless of its source or (4) a trust (X) which is
subject to the supervision of a court within the U.S and is under the control of one or more U.S. persons as described in section 7701(a)(30) of the Code or (Y) that has a valid election in effect under applicable U.S. Treasury regulations to
be treated as a United States person.



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If a partnership holds the Shares or ADSs, the tax treatment of a partner will generally depend upon the
status of the partner and the activities of the partnership. If you are a partner of a partnership holding our Shares or ADSs, you should consult your tax advisor.

Ownership of ADSs

In general, for U.S. federal income tax purposes, U.S. Holders of
ADSs will be treated as the owners of the underlying Shares that are represented by such ADSs. Deposits or withdrawals of Shares by U.S. Holders in exchange for ADSs will not be subject to United States federal income tax. However, the U.S. Treasury
has expressed concerns that parties to whom depositary Shares are pre-released may be taking actions that are inconsistent with the claiming of foreign tax credits by the holders of ADSs. Accordingly, the analysis of the creditability of Indian
taxes paid with respect to the ADSs could be affected by future actions that may be taken by the United States Treasury.

Taxation of
Dividends

Subject to the rules on passive foreign investment companies discussed below, to the extent that distributions paid by the
Company with respect to its Shares or ADSs do not exceed its earnings and profits, as calculated for United States federal income tax purposes, such distributions will be taxed as dividends.

With respect to non-corporate U.S. Holders including individual U.S. Holders, dividends may constitute qualified dividend income and thus may be taxed at the lower applicable capital gains
rate of 15%, provided that (1) either (a) the ADSs or Shares are readily tradable on an established securities market in the United States or (b) the Company is eligible for the benefits of a qualifying income tax treaty with the
United States that includes an exchange of information provision, (2) the Company is not passive foreign investment company (as discussed below) for either its taxable year in which the dividend was paid or the preceding taxable year, and
(3) certain holding period requirements are met (Beginning January 1, 2013, the maximum rate increases to 20%, plus the addition of a 3.8% Medicare Surtax). In connection with clause (1) (a) above, although ADSs are
considered to be readily tradable on an established securities market in the United States if they are listed on the NYSE, effective June 7, 2013, the ADSs are no longer listed on the NYSE. However, in connection with clause 1(b) above, the
United States has entered into an income tax treaty with the Republic of India that is a qualifying income tax treaty. The Company believes that it is a qualified resident of India for purposes of the treaty and is eligible for the benefits of the
treaty. If this is correct and if the Company is not a passive foreign investment company, as discussed below, U.S. Holders that meet certain holding period requirements would be eligible for the lower tax rate for dividends paid with respect to our
ADSs or Shares. Corporate holders receiving dividends paid by the Company will not benefit from the reduced tax rate on dividends available to individual holders. In addition, dividends paid by the Company will not be eligible for the
dividends-received deduction allowed to corporations under the Code.

The amount of any dividend paid in Indian Rupees will equal the
U.S. Dollar value of the Indian Rupees received calculated by reference to the exchange rate in effect on the date the dividend is received by the U.S. Holder, in the case of Shares, or by the Depository, in the case of ADSs, regardless of
whether the Indian Rupees are converted into U.S. Dollars. It is expected that the Depository will, in the ordinary course, convert the Indian Rupees received by it as distributions in the Depository into U.S. Dollars. If the Indian Rupees received
as a dividend are not converted into U.S. Dollars on the date of receipt, a U.S. Holder will have a basis in the Indian Rupees equal to their U.S. Dollar value on the date of receipt. Any gain or loss realized on a subsequent conversion or
other disposition of the Indian Rupees will be treated as ordinary income or loss that is U.S source.

Dividends paid on the Shares or ADSs
will be treated as income from sources outside the U.S. and will generally constitute passive income. Subject to certain limitations, a U.S. Holder may be entitled to a credit or deduction against its U.S. federal income taxes for the
amount of any Indian taxes that are withheld from dividend distributions made to such U.S. Holder. The decision to claim either a credit or deduction must be made annually, and will apply to all foreign taxes paid by the U.S. Holder to any foreign
country or U.S. possession with respect to the applicable tax year. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. The rules regarding the availability of foreign tax credits
are complex and U.S. Holders may be subject to various limitations on the amount of foreign tax credits that are available. U.S. Holders are urged to consult their own tax advisors regarding the availability of the foreign tax credit under their
particular circumstances.

To the extent that the amount of any distribution by the Company exceeds the Companys current and accumulated
earnings and profits as determined under U.S. federal income tax principles for a taxable year, the distribution will first be treated as a tax-free return of capital, causing a reduction in the adjusted basis of the Shares or ADSs (thereby
increasing the amount of gain, or decreasing the amount of loss, to be recognized by the U.S. Holder on a subsequent disposition of the Shares or ADSs), and the balance in excess of the adjusted basis will be taxed as a capital gain recognized on a
sale or exchange. Consequently, distributions in excess of the Companys current and accumulated earnings and profits would not give rise to foreign source income with respect to such excess.



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Distributions of Shares or rights to subscribe for Shares that are received as part of a pro rata
distribution to all shareholders of the Company in certain circumstances should not be subject to United States federal income tax. The basis of any new Shares or rights so received will be determined by allocating the U.S. Holders basis in
the old Shares between the old Shares and the new Shares or rights received, based on their relative fair market values on the date of distribution. However, the basis of any rights received will be zero if (1) the fair market value of the
rights is less than 15% of the fair market value of the old Shares at the time of distribution or (2) the rights are not exercised and thus expire.

Taxation of Capital Gains

For United States federal income tax purposes, a U.S.
Holder will recognize taxable gain or loss on the sale or exchange of a right, Share or ADS in an amount equal to the difference between the amount realized for the right, Share or ADS and the U.S. Holders tax basis in the right, Share or ADS.
Such gain or loss will be a capital gain or loss and it will be a long-term capital gain or loss if the holding period of the U.S. Holder exceeds one year. Long-term capital gains realized by individuals are subject to federal income tax at
preferential rates. Any gain or loss recognized by a U.S. Holder will generally be treated as United States source gain or loss. Certain limitations exist on the deductibility of capital losses for both corporate and individual taxpayers.

Under certain circumstances described under Indian TaxationTaxation of Capital Gains in this report, a U.S. Holder may be
subject to Indian tax upon the disposition of rights, Shares or ADSs. In such circumstances and subject to applicable limitations, such U.S. Holder may elect to treat the gain as foreign source income and to credit the Indian tax against its United
States federal income tax liability with respect to the gain. U.S. Holders should consult their own tax advisors regarding the availability of the foreign tax credit under their particular circumstances.

For cash-basis U.S. Holders who receive foreign currency in connection with a sale or other taxable disposition of rights, Shares or ADSs, the amount
realized will be based upon the United States dollar value of the foreign currency received with respect to such rights, Shares or ADSs as determined on the settlement date of such sale or other taxable disposition.

Accrual-basis U.S. Holders may elect the same treatment required of cash-basis taxpayers with respect to a sale or other taxable disposition of rights,
Shares or ADSs, provided that the election is applied consistently from year to year. Such election cannot be changed without the consent of the IRS. Accrual-basis U.S. Holders that do not elect to be treated as cash-basis taxpayers (pursuant to the
Treasury regulations applicable to foreign currency transactions) for this purpose may have a foreign currency gain or loss for U.S. federal income tax purposes because of differences between the U.S dollar value of the foreign currency received
prevailing on the date of such sale or other taxable disposition and the value prevailing on the date of payment. Any such currency gain or loss will generally be treated as ordinary income or loss that is United States source, in addition to the
gain or loss, if any, recognized on the sale or other taxable disposition of rights, Shares or ADSs.

Estate Taxation

An individual shareholder who is a citizen or resident of the United States for United States federal estate tax purposes will have
the value of the Shares or ADSs owned by such holder included in his or her gross estate for United States federal estate tax purposes.

Information Reporting and Backup Withholding

In general, information reporting requirements will apply to dividends in respect of the Shares or ADSs or the proceeds received on the sale, exchange, or redemption of the Shares or ADSs paid within the
United States (and in certain cases, outside of the United States) to U.S. Holders other than certain exempt recipients (such as corporations), and a 28% backup withholding rate may apply to such amounts if the U.S. Holder fails to provide an
accurate taxpayer identification number to the Company or its payment agent or to report interest and dividends required to be shown on its United States federal income tax returns. The amount of any backup withholding from a payment to a U.S.
Holder will generally be allowed as a credit against the U.S. Holders United States federal income tax liability, provided that the required information is furnished to the IRS.



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Pursuant to the Hiring Incentives to Restore Employment Act enacted on March 18, 2010, an individual
U.S. Holder may be required to submit to the IRS certain information with respect to his or her beneficial ownership of Shares or ADSs, unless such Shares or ADSs are held on his or her behalf by a financial institution, as defined in
Section 6038D of the Code. The new law also imposes penalties if an individual U.S. Holder is required to submit such information to the IRS and fails to do so. U.S. Holders should consult their own tax advisors regarding the application of the
new law in their particular circumstances.

Passive Foreign Investment Company

A non-U.S. corporation will be classified as a passive foreign investment company for U.S. Federal income tax purposes if either:



| |  |  | 75% or more of its gross income for the taxable year is passive income; or
| | - |  | --------------------------------------------------------------------------



| |  |  | on average for the taxable year by value, or, if it is not a publicly traded corporation and so elects, by adjusted basis, if 50% or more of its assets
produce or are held for the production of passive income. The Company does not believe that it currently satisfies either of the tests for passive foreign investment company status. The Company will be required to determine its status as a passive
foreign investment company on an annual basis. No assurance can be given that the Company will not be considered a passive foreign investment company in future taxable years. If the Company were to be a passive foreign investment company for any
taxable year, U.S. Holders would be required to either:
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | pay an interest charge together with tax calculated at ordinary income rates on excess distributions (as the term is defined in relevant
provisions of the U.S. tax laws) and on any gain on a sale or other disposition of Shares or ADSs;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | if a qualified electing fund election (as the term is defined in relevant provisions of the U.S. tax laws) is made, include in their
taxable income their pro rata share of undistributed amounts of the Companys income; or
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | if the Shares or ADSs are marketable and a mark-to-market election is made, mark-to-market the Shares or ADSs each taxable year and
recognize ordinary gain and, generally to the extent of prior ordinary gain, ordinary loss for the increase or decrease in market value for such taxable year.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In addition, if we become a passive foreign investment company all U.S. Holders would be required to file an annual report with respect to their Shares or ADSs.

If the Company is treated as a passive foreign investment company, the Company does not plan to provide information necessary for the qualified
electing fund election. Notwithstanding the foregoing, U.S. Holders should consult their own tax advisors regarding the adverse United States federal income tax consequences of owning the stock of a passive foreign investment company and of
making certain elections designed to lessen those adverse consequences.

Documents on Display

This report and other information filed or to be filed by the Company can be inspected and copied at the public reference facilities maintained by the
Securities and Exchange Commission at:

100 F Street, N.E.,

Washington, D.C. 20549

Copies of these materials can also be obtained from the Public Reference
Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. The public may obtain information on the operation of the SECs Public Reference Room by calling the SEC in the United States at 1-800-SEC-0330.

The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding registrants
that make electronic filings with the SEC using its EDGAR system. We intend to continue to make our future SEC filings available over the Internet.



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Additionally, documents referred to in this Form 20-F may be inspected at our registered office which is
located at VSB, Mahatma Gandhi Road, Mumbai 400001, India. Information about Tata Communications is also available on the web at www.tatacommunications.com but the website and its content is not incorporated into and should not constitute a
part of this annual report.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company does not face material commodity price or equity price market risks. Our exposures to financial risks derive primarily from
changes in interest rates and foreign exchange rates. To mitigate these risks, we utilize derivative financial instruments, including interest rate swaps, cross currency swaps and currency forwards and options, the application of which is primarily
for hedging purposes and not for speculative purposes.

Interest Rate Risk

Our exposure to interest rate risks relates primarily to:



| |  | Our long-term debt, which is normally utilized to finance capital expenditures and acquisitions, and
|- |  | ----------------------------------------------------------------------------------------------------



| |  | Our investment in debt-based mutual funds (available-for-sale securities).
|- |  | --------------------------------------------------------------------------

We are subject to market risk from exposure to changes in interest rates based on our investing and cash management activities. We enter into financial instrument transactions to maintain the desired
level of exposure to the risk of interest rate fluctuations and to minimize interest expense. We have entered into Over-the-Counter (OTC) interest rate swaps, a derivative financial instrument, to reduce the interest rate risk related to these
activities. As of March 31, 2013, we had interest rate swaps of LOGO 25,796 million (US$ 475 million) out of total floating rate long-term debt of LOGO 97,479 million (US$ 1,788 million). As of March 31, 2012, we had interest rate swaps of


LOGO
 .36,885 million and forward starting interest rate swaps of


LOGO 4,716 million effective from fiscal year 2013 and 2014 onwards out of total floating rate long-term debt of LOGO 89,513 million. In respect of the interest rate swaps that are designated as cash flow hedges, the effective portion of the changes in fair value of the swaps are deferred in accumulated other comprehensive income/
(loss) and are recognized as interest expense when the hedged item affects earnings. The impact to earnings associated with hedge ineffectiveness is recorded in interest expense. Based on the terms of the derivative instruments designated as cash
flow hedges, 


LOGO
 33 million (US$ 1 million) of unrealized losses accumulated as other comprehensive income/ (loss) is estimated to be transferred into earnings during fiscal 2014.

A 1% increase in the interest rates on our unhedged floating rate long-term loans as on March 31, 2013 would have had an aggregate increase in
interest cost of LOGO 643 million (US$ 12 million) and a 1% decrease in the interest rates on our unhedged floating rate long-term loans as on March 31, 2013 would have had an aggregate reduction in interest cost of LOGO 643 million (US$ 12 million) on our financial statements for fiscal year 2014.

A 1% increase in the
interest rates on our unhedged floating rate long-term loans as on March 31, 2012 would have had an aggregate increase in interest cost of LOGO 524 million and a 1% decrease in the interest rates on our unhedged floating rate long-term loans as on March 31, 2012 would have had an aggregate reduction in interest cost of LOGO 524 million on our financial statements for fiscal year 2013.

All long-term debts which had a fixed
interest rate for at least one year as at March 31, 2013 have been considered fixed rate debt. Total outstanding long-term debt as at March 31, 2013 and March 31, 2012 was LOGO 117,434 million (US$ 2,154 million) and LOGO 104,391 million respectively. As of March 31, 2013 and March 31, 2012, approximately 83% and 86 % respectively of the total long-term debt carried floating interest rates. The unhedged variable
interest rate loans comprised approximately 61% as on March 31, 2013 and 59 % as on March 31, 2012 of the total long term variable rate debt for the respective years. Available-for-sale securities (debt mutual funds) are carried at
their fair values, which are generally based on market price quotations. As at March 31, 2013 the fair value of mutual fund investments was


LOGO
 5,689 million against the book value of


LOGO
 5,684 million. As at March 31, 2012 there were no mutual fund investments outstanding.

Foreign
Exchange Risk

The Company is exposed to market risk from changes in foreign currency exchange rates because its costs and revenues are
denominated in several currencies (primarily INR, US$, EUR, CAD, ZAR and GBP). Fluctuations in the exchange rates between these currencies affect the Indian Rupee and U.S. Dollars (for international subsidiaries of Tata Communications) amount of
foreign currency settlements received by the Company from, and paid by the Company to, foreign telecommunication administrations and other customers, the revenues and operating costs of the Company and payments for imported equipment and technology.
As of March 31, 2013, the Company had a significant amount of foreign currency denominated receivables ( LOGO 9,333 million or US$ 171 million) and payables ( LOGO 5,372 million or US$ 99 million). As of March 31, 2012, the Company had a significant amount of foreign currency denominated receivables LOGO 9,547 million and payables LOGO 4,317 million. These expose the Company to foreign exchange risks. The aggregate impact of 1% strengthening or weakening of the Rupee against foreign currencies would have had an aggregate beneficial or adverse
impact of LOGO 40 million (US$ 0.73 million) and LOGO 52 million on the Companys financial statements for fiscal 2013 and fiscal 2012, respectively.



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During fiscal 2013, the Company borrowed a SGD denominated long term foreign currency floating rate loan as
well as a fixed rate long term unsecured note aggregating to


LOGO
 13,607 million (US$ 249 million). This exposes the Company to currency risk for interest and principal repayment as the subsidiaries with functional currency of US$ have availed such debts. Out of above, the Company has
entered into cross currency swaps pertaining to interest and principal repayment cash flow related to fixed rate note of


LOGO
 10,912 million (US$ 200 million) in order to hedge currency risk associated with interest and principal payment. As of March 31, 2013, an SGD denominated floating loan was unhedged and exposed to currency
fluctuation between SGD and US$.

As of March 31, 2013, we also had external foreign currency short-term and long term debt exposure on
our books of LOGO 1,497 million (US$ 27 million) and


LOGO
 2,669 million (US$ 49 million). A 1% strengthening or weakening of the Dollar and Rupee against the foreign currency long term debt and short-term debt, would have had an aggregate adverse or beneficial impact of
LOGO 41.66 million (US$ 0.76 million) on our financial statements, till the time exposure is hedged.

As of March 31, 2012, we also had external foreign currency short-term debt exposure on our books of LOGO 1,258 million. A 1% strengthening or weakening of the Dollar and Rupee against the foreign currency short-term debt, would have had an aggregate adverse or beneficial impact of LOGO 12.58 million on our financial statements.

The Company uses foreign currency forward and option contracts
(derivative instruments) to manage the exchange risks associated with movements in foreign currencies against functional currencies of the Company. During fiscal 2013, the Company did not use any option contracts for managing foreign exchange risk.

As of March 31, 2013, the derivative instruments (forward contracts) not designated as hedges had a net fair value of LOGO 46 million recognized as an asset.



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ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Fees and charges payable by holders of our ADSs:

The fees and charges payable by holders of our ADSs include the following:



|(i) | a fee not in excess of US$ 5 per 100 ADSs for the execution and delivery of receipts and the surrender of receipts;
|--- | -------------------------------------------------------------------------------------------------------------------



|(ii) | a fee not in excess of US$ 0.02 per ADS for each cash distribution pursuant to the deposit agreement; and
|---- | ---------------------------------------------------------------------------------------------------------



|(iii) | a fee for the distribution of the deposited securities pursuant to the deposit agreement, such fee being an amount equal to the fee for the execution and delivery of
ADSs referred to in (i) above which would have been charged as a result of the deposit of such securities, but which securities were instead distributed by the depositary to ADR holders.
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Additionally, under the terms of our deposit agreement, the depositary is entitled to charge each registered holder the following:



|(i) | taxes and other governmental charges incurred by the depositary or the custodian on any ADS or equity share underlying an ADS;
|--- | ------------------------------------------------------------------------------------------------------------------------------



|(ii) | transfer or registration fees for the registration or transfer of deposited securities on any applicable register in connection with the deposit or withdrawal of
deposited securities, including those of a central depository for securities (where applicable);
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(iii) | any cable, telex, facsimile transmission and delivery expenses incurred by the depositary; and
|----- | ----------------------------------------------------------------------------------------------



|(iv) | customary expenses incurred by the depositary in the conversion of foreign currency, including, without limitation, expenses incurred on behalf of registered holders in
connection with compliance with foreign exchange control restrictions and other applicable regulatory requirements.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In the case
of cash distributions, fees are generally deducted from the cash being distributed. Other fees may be collected from holders of ADSs in a manner determined by the depository with respect to ADSs registered in the name of investors (whether
certificated or in book-entry form) and ADSs held in brokerage and custodian accounts (via DTC). In the case of distributions other than cash (i.e. stock dividends), the depositary charges the applicable ADS record date holder concurrent with
the distribution. In the case of ADSs registered in the name of the investor (whether certificated or in book-entry form), the depositary sends invoices to the applicable record date ADS holders.

If any tax or other governmental charge is payable by the holders and/or beneficial owners of ADSs to the depository, the depository, the custodian or
the Company may withhold or deduct from any distributions made in respect of deposited securities and may sell for the account of the holder and/or beneficial owner any or all of the deposited securities and apply such distributions and sale
proceeds in payment of such taxes (including applicable interest and penalties) or charges, with the holder and the beneficial owner thereof remaining fully liable for any deficiency.

Fees and other payments made by the depositary:

During fiscal 2013, the Depository paid
approximately US$ 80,000 to the NYSE on behalf of the Company for its annual stock exchange listing fees. The Company has not received any other reimbursements or payments from the depository directly or indirectly during fiscal 2013.



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PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

None

ITEM 15. CONTROLS AND PROCEDURES

Based on their evaluation as of March 31, 2013, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures, as defined in Rules 13a-15
and 15d-15 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and that material information related to us and our consolidated subsidiaries is accumulated and communicated to management, including
the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions about required disclosures.

Changes in
Internal Control over Financial Reporting

During the period covered by this Annual Report, there were no changes in our internal control
over financial reporting that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Managements Report on Internal Control over Financial Reporting

The Companys
management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the Companys principal executive
and principal financial officers or persons performing similar functions and effected by the Companys board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

The Companys internal control over financial reporting includes those policies and procedures that:



| |  |  | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
Company;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America, and that the receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Companys assets that
could have a material effect on our financial statements.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Due to inherent limitations, including the possibility of human
errors, the circumventing or overriding of controls, or fraud, internal control over financial reporting may not prevent or detect misstatements. Therefore, even effective internal control can provide only reasonable assurance with respect to the
preparation and fair presentation of financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

Management conducted an evaluation of the effectiveness of internal control over
financial reporting based on the criteria established in Internal ControlIntegrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management concluded that the
Companys internal control over financial reporting was effective as of March 31, 2013.

Our Independent registered public
accounting firm, Deloitte Haskins & Sells, has audited the consolidated financial statements in this annual report on Form 20-F, and, as part of their audit, has issued their report, included herein, on the effectiveness of our internal
control over financial reporting as of March 31, 2013.



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ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

Mr. Amal Ganguli, one of the Companys independent directors, joined the Board on July 17, 2006 and was nominated as a member and elected
Chairman of the Audit Committee on October 19, 2006. The Board has determined that Mr. Amal Ganguli is a financial expert. Mr. Gangulis relevant experience is described under Item 6Directors, Senior Management and
Employees.

ITEM 16B. CODE OF ETHICS

The Company has adopted the Tata Code of Conduct, which is applicable to all employees of the Company, including the executive directors, the Chief Executive Officer, the Chief Financial Officer and all
other key executive officers of the Company.

The Company undertakes to provide a copy of the Code of Conduct to any person without charge who
requests it in writing to Tata Communications Limited, Office of Company Secretary and Chief Legal Officer, 4th Floor, Tower C, Plot nos C21 & C36, G Block, BKC, Mumbai-400098, India.

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth for the fiscal years indicated the fees paid to our principal accountant and its associated entities for various services they provided to us in fiscals 2012 and 2013:



|                      |  |                             |             |  |      |      |             |                        |  |                                                                              
|--------------------- |  | --------------------------- | ----------- |  | ---- | ---- | ----------- | ---------------------- |  | -----------------------------------------------------------------------------
|                      |  | Fiscal Year ended March 31, |             |  |     
|Type of Service       |  | 2012                        |             |  | 2013 |      |             | Description of Service
|a) Audit Fees         |  | LOGO                        | 104,230,396 |  |      | LOGO | 103,089,444 |                        |  | Annual audit of financial statements under U.S. GAAP and Indian GAAP.        
|                      |  |                             |            
|b) Audit-Related Fees |  | LOGO                        | 29,584,400  |  |      | LOGO | 44,145,500  |                        |  | Services related to the quarterly review of financial statements.            
|                      |  |                             |            
|c) Tax Fees           |  | LOGO                        | 13,269,295  |  |      | LOGO | 4,328,350   |                        |  | Tax audit fees and tax related services.                                     
|                      |  |                             |            
|d) All Other Fees     |  | LOGO                        | 13,552,008  |  |      | LOGO | 11,287,510  |                        |  | Statutory and regulatory attestations and fees for acquisition due diligence.

The above professional services are covered within the scope of audit and permitted non-audit services as defined by SEC
regulations. All fees disclosed for the fiscal years ended March 31, 2012 and 2013, including the fees for tax services set forth above, have been approved by the Companys Audit Committee subject to the policy and procedures described
below. The appointment of and services provided by our principal accountant for our subsidiaries were ratified by the Audit Committee of the Company.



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Audit Committee Pre-Approval Policy and Procedures

Policy

The Audit Committee
pre-approves the following professional services provided to the Company and its subsidiaries by its external auditors:



|(1) | All audit services; and
|--- | -----------------------



|(2) | All non-audit services, including tax services.
|--- | -----------------------------------------------

Procedures

Our Audit Committee:

1. Reviews and approves, prior to the engagement of the external auditors, on an annual basis, the specific financial/statutory audits for
the fiscal year to be rendered by the external auditors.

2. Approves specific categories of audit-related services annually up to a fee
limit. Specific approval of the Audit Committee is required to exceed the pre-approved fee limit. All other audit-related services to be performed by the external auditors that are incremental to the annual pre-approved services list must be
specifically approved by the Audit Committee prior to the engagement for the service.

3. Pre-approves annually permitted tax services to be
rendered by the external auditors up to a fee limit. Specific approval of the Audit Committee is required to exceed the pre-approved fee limit. All other tax services to be performed by the external auditors that are incremental to the annual
pre-approved services list must be specifically approved by the Audit Committee prior to the engagement for the service.

4. Pre-approves any
other non-audit service by the external auditors not prohibited by Company policy or SEC regulations on a case by-case basis.

The Audit
Committee may delegate to one or more designated members of the Audit Committee the authority to grant pre-approvals required by the policy and procedures. The decisions of any Audit Committee member to whom authority is delegated to pre-approve a
service shall be presented to the full Audit Committee at its next scheduled meeting.

ITEM 16D. EXEMPTIONS
FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

The Companys Audit Committee is composed of four directors, all of whom meet the
independence requirements under Rule 10A-3 of the Exchange Act with the exception of Mr. Saurabh Tiwari who is exempt from such requirements pursuant to Rule 10A-3(b)(1)(iv)(E) of the Exchange Act as he is a representative of the GoI and is not
an executive officer of the Company. We believe that the Companys reliance on such exemption does not materially adversely affect the ability of our Audit Committee to act independently.

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

None

ITEM 16F. CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT

None



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ITEM 16G. CORPORATE GOVERNANCE

We are incorporated under the Indian Companies Act, 1956 and our Shares are listed on the major stock exchanges in India. Our corporate governance
framework is in compliance with the Indian Companies Act, 1956, the regulations and guidelines of the Securities and Exchange Board of India and the requirements of the listing agreements entered into with the Indian stock exchanges.

Section 303A.11 of the NYSE Corporate Governance Standards requires listed companies that are foreign private issuers to disclose the significant
ways in which their corporate governance practices differ from those followed by U.S. companies under the NYSE Corporate Governance Standards. The table below sets forth the differences between the rules applicable to U.S. companies under the NYSE
Corporate Governance Standards and the Companys practice under Indian law. We voluntarily delisted trading of our ADSs on the NYSE effective June 7, 2013.



129



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|                                                                                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|----------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|NYSE rule applicable to U.S. listed companies                                                         |  | Indian law and the Companys practice                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Companies must have a majority of independent directors. (NYSE Corporate Governance Standard 303A.01) |  | Under Indian law, if the chairman of a board of directors is a non-executive director, at least one-third of the board must be comprised
of independent directors and if he is an executive director, at least half of the board must be comprised of independent directors. However, if the non-executive chairman is a promoter of the company or is related to any promoter or person occupying
management positions at the Board level or at one level below the Board, at least one-half of the Board of the company must be independent directors. The chairman of our Board is not an executive of the Company nor is he a promoter of the Company or
related to any promoter or person occupying management positions at the Board level or at one level below the Board. As reported to the Indian Stock Exchanges, the Company has as its Chairman a non-executive director (Independent Director) and hence
as per Clause 49(IA) of the Listing Agreement at least one-third of the Board must be comprised of independent directors. In February 2002, when the GoI transferred 25% of its stake in the Company to the Strategic Partner, a Shareholders Agreement
and a Share Purchase Agreement were signed and the said agreements set forth the rights of the Strategic Partner and the Government to nominate directors to the Board of the Company. The relevant clauses from the agreements were incorporated in the
Memorandum and Articles of Association of the Company. Under the Articles of Association and in accordance with the agreements referred to above, the Board is to be comprised of 12 directors, four of which must be independent directors and the
Government and the Strategic Partner are entitled to recommend two independent directors each.  As of March 31, 2013, the Board was comprised of 10 directors out of which 3 were independent directors thus falling below the requirement of having one third of the directors be independent directors.
Two out of the three independent directors on the Board were recommended by the Strategic Partner and the remaining one independent director was recommended by the Government. Since June 2011, the Government is in the process of recommending the
other independent director. The Company has been requesting the Government time and again to recommend the name of one more independent director. The Government intimated that the process for recommending the name of another independent director is
being pursued vigorously in order to complete formalities and obtain approvals within the Government.  Until the Company receives such name from the Government and the Board appoints one more independent director, the Company is not compliant with Clause 49(IA) (ii) of the Listing Agreement, which requires
one third of the Companys directors to be independent.



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|                                                                                                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|----------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|NYSE rule applicable to U.S. listed companies                                                               |  | Indian law and the Companys practice                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                            | 
|Certain heightened standards apply to independent directors. (NYSE Corporate Governance Standard 303A.02) |  | Under Indian law, a director is independent so long as he or she
 a. apart from receiving directors remuneration, does not have any material
pecuniary relationships or transactions with the Company, its promoters, its directors, its senior management or its holding company, its subsidiaries or associates which may affect the independence of the director;
 b. is not related to promoters or persons occupying management positions at the board
level or at one level below the board;  c. has not been an executive of the
Company in the immediately preceding three financial years;                                          
|                                                                                                            |  | d. is not a partner or an executive or was not a partner or an executive during the preceding three years, of any of the
following: 
i.       the statutory audit firm or the internal audit firm that is
associated with the Company, or 
ii.      the legal firm(s) and consulting firm(s) that have a material association
with the Company;  e. is not a material supplier, service provider,
customer, lessor or lessee of the Company, which may affect independence of the director;  f. is not a substantial shareholder of the Company, i.e. owning two percent or more of its voting Shares; and 
g. is not less than 21 years of age.
|                                                                                                            |  | The Company applies this definition in its corporate
governance practices.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      



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|                                                                                                                                                                                                                                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|NYSE rule applicable to U.S. listed companies                                                                                                                                                                                                                      |  | Indian law and the Companys practice                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                   | 
|Non-management directors must meet at regularly scheduled executive sessions without management. (NYSE Corporate Governance Standard 303A.03)                                                                                                                      |  | Under Indian law, there is no such requirement.                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                   | 
|Companies must have a nominating/corporate governance committee composed entirely of independent directors. (NYSE Corporate Governance Standard 303A.04)                                                                                                           |  | Under Indian law, a nominating/corporate governance committee is not required. The Company does not have such a committee.                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                   | 
|The nominating/corporate governance committee must have a written charter that addresses certain specific committee purposes and responsibilities and provides for an annual
performance evaluation of the committee. (NYSE Corporate Governance Standard 303A.04) |  | Since Indian law does not require a nominating/corporate governance committee, it also does not require a charter for such a committee. The Company does not have such a
charter.                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                   | 
|Companies must have a compensation committee composed entirely of independent directors. (NYSE Corporate Governance Standard 303A.05)                                                                                                                              |  | Under Indian law, a companys board of directors sets the compensation for non-executive directors. Non-mandatory Indian law recommends that companies establish a remuneration
committee composed of non-executive directors and an independent chairman to determine the compensation of executive directors. The Company has such a committee composed of one non-executive director, one independent director and one government
nominee director.
|                                                                                                                                                                                                                                                                   | 
|The compensation committee must have a written charter that addresses certain specific purposes and responsibilities of the committee and provides for an annual performance
evaluation of the committee. (NYSE Corporate Governance Standard 303A.05)             |  | Indian law does not require that the compensation committee have a charter. The scope of the Companys remuneration committee includes determination of the Boards
compensation and the Companys policy on specific remuneration packages for executive directors including pension rights and any other compensation payments.                                                                                                                     
|                                                                                                                                                                                                                                                                   | 
|Companies must have an Audit Committee that satisfies the independence requirements of Rule 10A-3 under the Exchange Act and the requirements of NYSE Corporate Governance Standard
303A.02. (NYSE Corporate Governance Standards 303A.06 and 303A.07)             |  | An Audit Committee is required under Indian law. The Company has an Audit Committee composed of four non-executive directors, out of which three are independent, including the
committees chairman, and one of whom is a government representative and falls within an exemption to the independence requirement.                                                                                                                                   



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|                                                                                                                                                                                                                                                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|NYSE rule applicable to U.S. listed companies                                                                                                                                                                                                                                                           |  | Indian law and the Companys practice                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|The Audit Committee must have a written charter that addresses certain specific purposes and responsibilities of the committee, provides for an annual performance evaluation of the
committee and sets forth certain minimum duties and responsibilities. (NYSE Corporate Governance Standard 303A.07) |  | The Company has a written Audit Committee charter that provides for specific purposes and responsibilities as set forth in the Companys listing agreement with the Indian stock
exchanges and SOX compliance requirements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                        | 
|Companies must adopt and disclose corporate governance guidelines. (NYSE Corporate Governance Standard 303A.09)                                                                                                                                                                                         |  | Indian law does not require the adoption and disclosure of corporate governance guidelines. However, information with respect to
corporate governance can be found in our annual report for 2012-13 (Page 21 to Page 35) under the headings: 
      Report on corporate governance for the year 2012-13

      Directors Responsibility Statement for the Year
2012-13 
      Secretary Responsibility Statement

      Declaration regarding compliance by Board Members and Senior Management
Personnel with Companys Code of Conduct.        Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification for the Year 2012-13.

      Auditors certificate on compliance with the conditions of
corporate governance under Clause 49 of the Listing Agreements
|                                                                                                                                                                                                                                                                                                        | 
|Companies must adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or
executive officers. (NYSE Corporate Governance Standard 303A.10)                                                          |  | As required by the regulations framed by the Securities and Exchange Board of India regulations, the Company has adopted a code governing trading in the Companys securities by
insiders. As required under the listing agreement with Indian stock exchanges, the Company has also adopted a Code of Conduct for Senior Management and Board Members. The Board members and our senior management have affirmed the Code of Conduct. The
Code of Conduct is available on the Companys website www.tatacommunications.com, but none of the information on the Companys website is incorporated into this document and it should not be considered a part of this
document.                                                                                                               



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Section 303.A.12 (c) of the NYSE Corporate Governance Standards states that each listed company
must submit an executed Written Affirmation annually to the NYSE. The Company submitted its Foreign Private Issuer Section 303A Annual Written Affirmation 2012. Mr. Saurabh Kumar Tiwari, because he is a nominee director of the GoI, is
eligible to rely on and relied on a Securities Exchange Act 10A-3 exemption.

ITEM 16H. MINE SAFETY DISCLOSURE

Not applicable.



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PART III

ITEM 17. FINANCIAL STATEMENTS

The Company has elected to provide financial statements pursuant to Item 18 of Form 20-F.

ITEM 18. FINANCIAL STATEMENTS

The Companys financial statements included herein are comprised of the consolidated balance sheets of the Company as of March 31, 2012 and 2013 and the related consolidated statements of
operations, comprehensive loss, changes in shareholders equity and cash flows for the fiscal years ended March 31, 2011, 2012 and 2013 prepared in accordance with U.S. GAAP, which have been audited by Deloitte Haskins & Sells, an
independent registered public accounting firm, in accordance with Standards of the Public Company Accounting Oversight Board (United States) (PCAOB). The Companys financial statement pages appear on pages F-1 through F-52.

ITEM 19. EXHIBITS



|               |  |                                                                                                                                                                                                                                                         
|-------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
Number |  | Description                                                                                                                                                                                                                                             
|               | 
|1.1*           |  | Certificate of Incorporation of Tata Communications Limited, dated March 19, 1986 and as currently in effect.                                                                                                                                           
|               | 
|1.2******      |  | Amendment No. 1 to the Certificate of Incorporation of Tata Communications Limited (reflecting name change to Tata Communications Limited).                                                                                                             
|               | 
|1.3#           |  | Articles of Association of Tata Communications Limited, dated April 2, 2004.                                                                                                                                                                            
|               | 
|1.4*           |  | Memorandum of Association of Tata Communications Limited, dated April 2, 2004.                                                                                                                                                                          
|               | 
|1.5*******     |  | Memorandum and Articles of Association of Tata Communications Limited, dated April 3, 2008.                                                                                                                                                             
|               | 
|1.6*           |  | Certificate for Commencement of Business, dated March 21, 1986.                                                                                                                                                                                         
|               | 
|1.7*           |  | Specimen Certificate for Equity Shares of Tata Communications Limited.                                                                                                                                                                                  
|               | 
|2.1*           |  | Form of Deposit Agreement, among Tata Communications Limited, The Bank of New York, as Depositary and owners and beneficial owners of American Depositary Receipts issued thereunder
(including as an exhibit, the form of American Depositary Receipt).



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|               |  |                                                                                                                                                                                                                                                                   
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
Number |  | Description                                                                                                                                                                                                                                                       
|               | 
|2.2**          |  | Amendment No. 1 to Deposit Agreement, among Tata Communications Limited, The Bank of New York, as Depositary and owners and beneficial owners of American Depositary Receipts issued
thereunder (including as an exhibit the form of American Depositary Receipt).
|               | 
|2.3***         |  | Shareholders Agreement among the President of India, Panatone Finvest Limited, Tata Sons Limited, Tata Power Company Limited, Tata Iron and Steel Company Limited and Tata
Industries Limited, dated February 13, 2002.                                          
|               | 
|2.4***         |  | Share Purchase Agreement among the GoI, Panatone Finvest Limited, Tata Sons Limited, Tata Power Company Limited, Tata Iron and Steel Company Limited and Tata Industries Limited and
the Company dated February 6, 2002.                                          
|               | 
|4.3*****       |  | License Agreement for NLD services between the President of India and the Company, dated February 8, 2002.                                                                                                                                                        
|               | 
|4.4****        |  | License Agreement for Provision of Internet Service (including Internet Telephony) between the President of India and the Company, dated May 3, 2002.                                                                                                             
|               | 
|4.5****        |  | License Agreement for ILD services between the Department of Telecommunications, GoI and the Company, dated February 5, 2004.                                                                                                                                     
|               | 
|4.6#           |  | Letter from the Ministry of Communications, Department of Telecommunications regarding termination of the monopoly granted to Tata Communications Limited, dated September 7,
2000.                                                                               
|               | 
|4.7******      |  | Tata Brand Equity & Business Promotion Agreement, dated December 4, 2007, between Tata Sons Limited and the Company.                                                                                                                                              
|               | 
|4.8********    |  | Tata Brand Equity & Business Promotion Agreement, dated February 2, 2010, between Tata Sons Limited and the 33 subsidiaries of the
Company.                                                                                                                       



136



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|               |  |                                                                                                                       
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------
|Exhibit
Number |  | Description                                                                                                           
|               | 
|12.1           |  | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.               
|               | 
|12.2           |  | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.               
|               | 
|13.1           |  | Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



|* | Previously filed as an exhibit to the Companys Registration Statement on Form 20-F (Registration Statement No. 001-15118) filed with the Commission on
October 13, 2000 and incorporated herein by reference.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|** | Previously filed as an exhibit to the Companys Annual Report on Form 20-F (Registration No. 001-15118) filed with the Commission on October 1, 2001 and
incorporated herein by reference.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*** | Previously filed as an exhibit to the Schedule 13D filed on February 15, 2002, by Panatone Finvest Limited and Tata Sons Limited relating to the purchase of Shares
of the Company.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|**** | Previously filed as an exhibit to the Companys Annual Report on Form 20-F (Registration No. 001-15118) filed with the Commission on September 27, 2002
and incorporated herein by reference.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|***** | Previously filed as an exhibit to the Companys Annual Report on Form 20-F (Registration No. 001-15118) filed with the Commission on October 2, 2006.
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------

|****** | Previously filed as an exhibit to the Companys Annual Report on Form 20-F (Registration No. 001-15118) filed with the Commission on October 14, 2008 and
incorporated herein by reference.
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|******* | Previously filed as an exhibit to the Companys Annual Report on Form 20-F (Registration No. 001-15118) filed with the Commission on October 15, 2009 and
incorporated herein by reference.
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|******** | Previously filed as an exhibit to the Companys Annual Report on Form 20-F (Registration No. 001-15118) filed with the Commission on September 30, 2010
and incorporated herein by reference.
|-------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|# | Previously filed as an exhibit to the Companys Annual Report on Form 20-F (Registration No. 001-15118) filed with the Commission on September 29, 2004
and incorporated herein by reference.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

July 31, 2013



TATA COMMUNICATIONS LIMITED,By:

/s/ Vinod KumarName:

Vinod KumarTitle:

Managing Director and Group CEOBy:

/s/ Sanjay BawejaName:

Sanjay BawejaTitle:

Chief Financial Officer




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GLOSSARY OF TERMS AND ABBREVIATIONS

Unless otherwise specified or the context requires otherwise in this Annual Report on Form 20-F (Annual Report) the terms mentioned below shall have
the following meaning assigned to them;

1993 Regulation means the Issue of Foreign Currency Convertible Bonds and Shares
(through Depositary Receipt Mechanism) Scheme, 1993;

3G means Third Generation;

ADC means Access Deficit Charge;

ADR means American Depository Receipt;

ADS means the
Companys American Depositary Shares listed on the New York Stock Exchange;

AGR means Adjusted Gross Revenues;

AICTE means the All India Council for Technical Education;

Annual General Meeting means the meeting of shareholders held each year;

Annual Report means this Annual Report on Form 20-F;

ANSI means American National Standards Institute;

ASC 740-10-25
(formerly FIN 48) means an interpretation of the Financial Accounting Standards Board Statement No; 109 in respect of Accounting for Uncertainty in Income Taxes;

ATM means Asynchronous Transfer Mode Services;

BEBP
Agreement means the Brand Equity and Business Promotion Agreement entered into between Tata Communications Ltd and Tata Sons Ltd;

BIX means Bahrain Internet Exchange maintained by Bahrain Telecommunications Company;

BPO means Business Process Outsourcing;

Broadband means a high speed communications network in which frequency range is divided into multiple independent channels for simultaneous transmission of signals;

Broadband Operators mean providers of Broadband services;

BSE means the Bombay Stock Exchange Limited;

BSNL means
Bharat Sanchar Nigam Limited;

BT means British Telecommunications PLC;

BT Mosaic means the Cosmos business of British Telecommunications PLC;

CAC means Carrier Access Code. which refers to a proposed Indian regulation that will, amongst other things, offer end user customers the right to choose long distance services;

CAD means Canadian Dollar or the lawful currency of Canada;

Calling Cards means cards used to pay for telephone services which employ either a prepaid credit system or a credit-card-style system of credit;

Carrier means a provider of telecommunications services;

Carrier Connectivity Services means the selling of bandwidth only by the Company to its Carrier customers;



139



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Carrier Data means the data telecommunications services provided by the Company to its
Carrier customers;

CDMA means Code Division Multiple Access;

CDN means Content Delivery Network;

CEC means China
Enterprise Communications Limited;

CERT-IN means the Indian Computer Emergency Response Team

CIC means Credit Information Company;

CII means the Confederation of Indian Industry;

CIN means
Corporate Identity Number;

CIPRIS means the French company specializing in selling VNO services to mid-sized companies in
Europe that was acquired by the Company in January 2007;

CIT(A) means Commissioner of Income Tax (Appeals)

Cochin Port Trust means the body of the GoI that manages the port of Kochi;

CODM means Chief Operating Decision Makers;

Contact Center
Services means the services offered by the Company that are network-based hosted, multi-tenant, multi-media contact center services, including through voice, email, and text and web communication channels;

Content Delivery Networks means the service offered by the Company that comprises a system of computers containing copies of data,
placed at various points in a network so as to maximize bandwidth for access to the data from customers throughout the network;

COSO means the Committee of Sponsoring Organizations of the Treadway Commission;

CPS means Carrier Pre-selection

CRTC means the Canadian Radio-television and Telecommunications Commission;

Data Centers means facilities used to house computer systems and associated components such as telecommunications and storage systems;

Depository means the Bank of New York Mellon;

Digital Satellite News Gathering or DSNG means the use of satellite technology to record and transmit remote news stories;

Digital Subscriber Line or DSL means a technology that provides high bandwidth network connections to homes and
small businesses;

Dishnet means a broadband ISP in India that was acquired by the Company in 2004 and is now part of Tata
Indicom Broadband;

DoT means the Department of Telecom, Ministry of Communication & Information Technology of the
GoI;

Double Taxation Treaty means a reciprocal arrangement between two countries not to retax the repatriated income that
a firm or person domiciled in one country earned in (and paid taxes on) the other.

Education Cess means a tax in India
that all taxes are subject to equal to 2% of the total tax payable;

Electronic Mail means digital electronic messages sent
via the Internet;

Enterprise means the area of the Companys business focused on selling services to business
customers who are the end users of the services;



140



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Enterprise Data and Enterprise Data Business means data
telecommunications services provided by the Company to its Enterprise customers;

ERM means Enterprise-wide Risk
Management, which refers to an internal framework of the Company designed to optimally identify and manage Company risks;

ESMR means Enhanced Specialized Mobile Radio;

Ethernet means a family of frame-based computer networking technologies for local area networks (LANs);

Etisalat mean Emirates Telecommunications Corporation, a UAE-based telecommunications services provider;

EU means the European Union;

Extraordinary General Meeting
means a meeting of shareholders held on an irregular basis;

FCC means the Federal Communications Commission in the U.S.;

FCCBs means Foreign Currency Convertible Bonds;

FCPA means the Foreign Corrupt Practices Act, 1977, as amended from time to time;

FDI means Foreign Direct Investment;

FEMA means the Indian
Foreign Exchange Management Act, 1999, as amended from time to time;

FIIs means Foreign Institutional Investors registered
with SEBI under applicable laws in India;

Finance Act is the Act passed by the Indian Parliament through which the annual
fiscal policies of the Government of India are governed and the tax laws are amended and duty rates are prescribed each year;

FIPB means the Foreign Investment Promotion Board;

Fiscal Year means the Companys financial year running from April 1 to March 31;

FLAG means the undersea fiber optic cable system known as Fiber Optic Link Around the Globe;

GAAP means Generally Accepted Accounting Principles;

Gartner Magic
Quadrant means the proprietary research tool developed by Gartner Inc. a U.S.-based research and advisory firm;

GBP means Pounds Sterling or the lawful currency of the United Kingdom;

GDR means Global Depositary Receipts;

GDS means Global
Data Solutions;

General Meeting means a meeting of shareholders;

GHG means greenhouse gas emissions which comprise of gases in an atmosphere that absorb and emit radiation within the thermal infrared range;

Global 800 means a service offering international toll-free 800 numbers;

Global Internet Roaming means extending Internet connectivity to a location that is different from the home location where the service was registered;

Global Voice Solutions means the suite of services offered by the Company to seek to satisfy all the telephony needs of its customers;

Global VPN means the services offered by the Company providing Virtual Private Networks around the world;



141



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GCS means Global Carrier Solutions

GMC means the Global Management Committee, which refers to an internal committee of the Company established to formulate strategies of
the Company, including those pertaining to networks, expansion, entry into newer geographies and human resources;

GoI
means the Government of India;

GPSS means Gateway Packet Switching Services;

GSM means Global System for Mobile;

GVPN means Government VPN;

GVS means Global Voice
Solutions;

GDMS means Global Data and Managed Services;

HCD means Home Country Direct;

HSE Council means the Tata
Communications Health Safety and Environment Council;

IaaS means Infrastructure as a Service;

ICO means ICO Global Communications Inc;

ICX means Intelligent CAMEL eXchange, an end-to-end service, whose scope covers normalization, testing and monitoring of the MNOs SS7 connections to their CAMEL roaming partners;

IDC means Internet Data Center;

IDD or International Direct Dial means the capability to directly dial telephones in foreign countries from a home or office phone;

iDEN means Integrated Dispatch Enhanced Network;

ILD means International Long Distance telephone services;

IMEWE means the undersea fiber optic cable system known as IMEWE;

Indian Companies Act means the Indian Companies Act, 1956;

Indian
GAAP means Indian Generally Accepted Accounting Principles;

Information and Communications Technology means all
technical means for processing and communicating information, including methods for communication (communication protocols, transmission techniques, communications equipment, media (communication)), as well as techniques for storing and
processing information (computing and data storage);

Infrastructure Providers means the third parties that the Company
purchases its infrastructure from;

INR means Indian Rupees or the lawful currency of India;

Internal control is a process, effected by an entitys board of directors, management, and other personnel, designed to provide
reasonable assurance regarding the achievement of objectives in the following categories: a) effectiveness and efficiency of operations; b) reliability of financial reporting; and c) compliance with laws and regulations;

Internet Telephony means the use of the Internet to make telephone calls;

IP means Internet Protocol;

IP Transit means the Internet
transit service offered by the Company;

IP VPN means Internet Protocol Virtual Private Network;



142



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IPL means International Private Lines;

IPLC means International Private Leased Circuit;

IRU means Indefeasible Right of Use;

ISDN means Integrated
Services Digital Network;

ISO 27001 means the International Organization for Standardization (ISO) certification which
formally specifies a management system that is intended to bring information security under explicit management control;

ISP means Internet Service Provider;

IT means information technology;

ITAT means Income Tax
Appellate Tribunal (India);

ITD means Income Tax Department, GoI

ITEs means International Telecommunications Entities;

ITFS
means International Toll Free Service;

ITU-T means International Telecommunications Union-Technical;

IUC means Interconnection Usage Charges, which refers to charges paid by one telecom operator to another for the use of the
latters network for originating, terminating, or transmitting a call;

JV means Joint Venture Company;

Local Number Services means the services offered by the Company allowing companies to offer their customers a number to dial at local
rates wherever any customer is dialing from;

Managed Hosting means the dedicated hosting service offered by the Company;

Managed IDS/IPS means managed intrusion, detection and prevention service which is a security service which prevents
intruders from gaining access to networks;

Managed Messaging means the services offered by the Company providing combined
messaging and managed network services;

MBPS means Mega Bytes Per Second;

MDNS means Managed Data Network Service;

MEF means Metro Ethernet Forum Test;

MHA means Ministry of
Home Affairs, GoI;

MII means Ministry of Information Industry of Peoples Republic of China;

MMDS means Multichannel Multipoint Distribution Service;

MNO means Mobile Network Operator;

Mobile means the suite
of services offered by the Company to mobile phone operators;

Mobile Operators mean providers of mobile telephone
services;

Mobility Services means the services offered by the Company to its Mobile Operator customers;

Mobily is the trade name of Saudi Arabias second Telecommunications company, Etihad-Etisalat consortium;



143



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MPLS means Multi-Protocol Label Switching;

MSSPs or Managed Security Service Providers means the providers of outsourced network security services;

MTNL means Mahanagar Telephone Nigam Limited;

MVNO means Mobile Virtual Network Operator;

NABCB means
National Accreditation Board for Certifying Bodies;

Nawras is a mobile communications provider in the Sultanate of Oman;

Neotel means Neotel (Pty) Ltd;

Networking means a network of telecommunications links and nodes arranged so that messages may be passed from one part of the network to another over multiple links and through various
nodes;

NGN means Next Generation Networks;

NLD means National Long Distance telephone services;

NNI
means Network to Network Interface;

NPLC means National Private Leased Circuit;

NRI means Non Resident Indians and refers to a person resident outside India, who is a citizen of India or a person of Indian origin
as defined under the Indian Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000;

NSE means National Stock Exchange of India Limited;

NYSE means New York Stock Exchange;

OCBs means Overseas
Corporate Bodies and refers to a company, partnership, society or other corporate body owned directly or indirectly to the extent of at least 60% by NRIs including overseas trusts;

OCS means Overseas Communications Service;

OSS-BSS Systems
means Operations Support SystemsBusiness Support Systems;

O&M means operations and maintenance charges;

OTC means Over the Counter;

OTT means Over the Top players (Next Generation Players)

PoPs means Points of Presence;

PP&E means Property, Plant and Equipment;

PRC means
Peoples Republic of China;

Promoter refers to the Strategic Partner, its principals and the GoI;

QCI means Quality Council of India;

QDI means Qualified Dividend Income;

QFC means Qualified
Foreign Corporation;

Qtel means Qatar Telecom (Qtel) Q.S.C.;



144



---

RBI means Reserve Bank of India established under the Reserve Bank of India Act, 1934;

Reliance means Reliance Globalcom Limited, formerly known as FLAG Telecom Group Limited;

Retail and Retail Business means the selling of Company services to individual end-users such as the trueroots® calling card
service;




LOGO
 means Indian Rupees and refers to the currency of India;

SAFE means the undersea fiber
optic cable system known as SAFE;

SAS 70 Type I & II means the licenses issued by the American Institute of Certified
Public Accountants for Statement on Auditing Standards No 70;

SAT-3 means the undersea fiber optic cable system known as
SAT;

SCCP means Signaling Connection Control Part;

SDH means Synchronous Digital Hierarchy;

SEACOM means the
SEA (South & East Africa) undersea fiber optic cable system known as SEACOM;

SEBI means Securities and Exchange
Board of India constituted under the Securities and Exchange Board of India Act, 1992;

SEC means Securities and Exchange
Commission established under the Securities Exchange Act, 1934;

Securities Act means the United States Securities Act,
1933

Section 115AC Regime means the special tax regime contained in Section 115AC of the Indian Tax Act;

Seven Star means Seven Star Dot Com Pvt Ltd;

SFAS means Statements of Financial Accounting Standards;

SGD means Singapore Dollars

SHA or Shareholders Agreement means the Shareholders Agreement dated February 13, 2002, entered into between the
Government of India and Panatone Finvest Limited along with its principals, to record their agreement as to the manner in which the Companys commercial operations, corporate governance and other affairs will be conducted and to grant to each
other certain other rights and obligations;

Shares or Equity Shares means the equity Shares of the
Company;

SHE means SMS Hub Enablement;

SMART means Signaling, Monitoring, Alarming and Reporting Tool;

SMB means Small and Medium Business;

SME means Small and Medium Enterprises;

SMS means Short
Messaging Service;

SMW 3 or SEA-ME-WE 3 means the undersea fiber optic cable system known as SEA-ME-WE
3;

SMW 4 or SEA-ME-WE 4 means the undersea fiber optic cable system known as SEA-ME-WE 4;

SNOSPV means VSNL SNOSPV Pte Ltd;

SONET means Synchronous Optical Networking;



145



---

SOX means Sarbanes-Oxley Act, 2002, also known as the Public Company Accounting Reform
and Investor Protection Act of 2002;

South Africa Operations refers to the business segment providing services carried out
by the Companys subsidiary, Neotel.

SPA or Share Purchase Agreement refers to Share Purchase
Agreement dated February 6, 2002, among the Company, the Government of India and Panatone Finvest Limited wherein the Government agreed to sell to Panatone Finvest Limited, 25% of the equity shareholding of the Company;

Space Segment means usage time of a satellite service;

SS7 means Signaling System #7;

STCG means short-term
capital gains;

STM means Synchronous Transport Module;

Strategic Partner means Panatone Finvest Limited, and refers to the strategic partner of the GoI in relation to the disinvestment of the Company in 2002;

STT means Securities Transaction Tax;

Takeover Code means the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997;

TBPS means Tera Bytes Per Second

TCBIL means Tata Communications Banking InfraSolutions Limited;

TCBL means Tata Communications (Bermuda) Ltd;

TCIPL means Tata Communications International Pte Ltd.;

TCISL means Tata Communications Internet Services Limited;

TCLL means Tata Communications Lanka Limited;

TCNLD means
Tata Communications (Netherlands) BV;

TCS means Tata Consultancy Services;

TCTS & TCTSL means Tata Communications Transformation Services Limited;

TDM means Time-division multiplexing which is a type of digital multiplexing in which two or more signals or bit streams are
transferred apparently simultaneously as sub-channels in one communication channel, but are physically taking turns on the channel;

TDSAT means Telecom Disputes Settlement Appellate Tribunal established under the TRAI Act, 1997;

TEC means Telecommunication Engineering Center;

Teleglobe means Teleglobe International Holdings Limited;

Telepresence means the service offered by the Company that provides a rich-media video conferencing solution;

Telepresence Exchange Service means the service offered by the Company that allows meetings to be conducted between any connected
public or private Telepresence rooms around the world;

TGN means the Tyco Global Network renamed as the Tata Global
Network;

TGN-IA means the undersea fiber optic cable system known as TGN-Intra Asia;

TGN-WER means the undersea fiber optic cable owned by the Company which forms a ring in Western Europe between the United Kingdom,
Spain and Portugal;



146



---

the Act means The Indian Companies Act, 1956;

the Articles means the Companys Articles of Association;

the Board means the Companys board of directors;

the
Code means the Internal Revenue Code of 1986, as amended;

TIC means the undersea fiber optic cable system known
as Tata Indicom;

Tier 1 ISP means an ISP with a Tier 1 network being a network that can reach every other network on the
Internet;

TIL means Tata Industries Limited;

TPC means Tata Power Company Limited;

TRAI means Telecom
Regulatory Authority of India established under the Telecom Regulatory Authority of India Act, 1997;

TTML means Tata
Teleservices (Maharashtra) Limited;

TTSL means Tata Teleservices Limited;

TV Uplinking means the use of satellites for live television broadcasting;

UAE means United Arab Emirates;

UIFN means the service
sold by the Company providing universal international freephone numbers;

UMTS means Universal Mobile Telecommunications
System;

Unified Messaging Service means the integration of different electronic messaging and communications media
technologies into a single interface;

Universal 800 means a service offering international toll-free 800 numbers; \

U.S. Holder means a beneficial holder of a Share or ADS that is, for United States federal income tax purposes (1) an
individual who is a citizen or resident of the United States, (2) a corporation, or entity taxable as a corporation, created or organized in or under the laws of the United States or any political subdivision thereof, (3) an estate the
income of which is subject to United States federal income taxation regardless of its source or (4) a trust (X) which is subject to the supervision of a court within the United States and is under the control of one or more United States
persons as described in section 7701(a)(30) of the Code or (Y) that has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person;

US GAAP means the United States generally accepted accounting principles;

UTL means United Telecom Limited;

VIPL means VSNL International Pte Limited;

Virtualization/Cloud
Computing means a form of computing in which dynamically scalable and often virtual resources are provided as a service over the Internet;

VISL means VSNL Internet Services, Ltd;

VNO means virtual
network operator;

Voice Mail means is an electronic centralized system of managing telephone messages for a large group of
people;

Voice Peering means the forwarding of calls from one Internet Service Telephony Provider to another using voice
over IP technology;

VoIP means Voice over Internet Protocol;

VPN means Virtual Private Network;



147



---

VSNL means Videsh Sanchar Nigam Limited;

VTS means Voice Termination Services;

WAN means Wide Area Network;

Web Portal means a website
that offers a broad array of resources and services, such as email, forums, search engines, and online shopping malls;

Web
Telephony means the use of the Internet to make telephone calls;

Wi-Fi means Wireless Fidelity;

Wimax means Worldwide Interoperability for Microwave Access;

Wireless Broadband Access means a technology aimed at providing wireless access to data networks with high data rates;

Wireless Global Roaming means the services offered by the Company helping the customers of Mobile Operators receive mobile services whilst travelling abroad in countries with an
incompatible mobile network to the country where the roaming customer originates from;

WPC means Wireless Planning and
Co-ordination Wing of the Ministry of Communications, Government of India;

ZAR means South African Rand or the lawful
currency of South Africa;



148



---

Table of Contents

TATA COMMUNICATIONS LIMITED

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



|                                                                                                                     |  |  |      | 
|-------------------------------------------------------------------------------------------------------------------- |  |  | ---- | 
|Consolidated Financial Statements of Tata Communications Limited                                                     |  |  |      | 
|                                                                                                                     | 
|Reports of Independent Registered Public Accounting Firm                                                             |  |  | F-2  | 
|                                                                                                                     | 
|Consolidated Balance Sheets as of March 31, 2012 and 2013                                                            |  |  | F-4  | 
|                                                                                                                     | 
|Consolidated Statements of Operations for each of the years ended March 31, 2011, 2012 and
2013                      |  |  | F-5  | 
|                                                                                                                     | 
|Consolidated Statements of Comprehensive Loss for each of the years ended March 
31, 2011, 2012 and 2013             |  |  | F-6  | 
|                                                                                                                     | 
|Consolidated Statement of Changes in Shareholders Equity for each of the years ended March 
31, 2011, 2012 and 2013 |  |  | F-7  | 
|                                                                                                                     | 
|Consolidated Statements of Cash Flows for each of the years ended March 31, 2011, 2012 and
2013                      |  |  | F-8  | 
|                                                                                                                     | 
|Notes to Consolidated Financial Statements                                                                           |  |  | F-10 | 



F-1



---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Tata Communications Limited

Mumbai, India

We have audited the accompanying consolidated balance sheets of Tata Communications Limited and subsidiaries (the Company) as of
March 31, 2012 and 2013, and the related consolidated statements of operations, comprehensive loss, changes in shareholders equity, and cash flows for each of the three years in the period ended March 31, 2013. 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 audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial 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 significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Tata Communications Limited
and subsidiaries as of March 31, 2012 and 2013, and the results of their operations, comprehensive loss and their cash flows for each of the three years in the period ended March 31, 2013, in conformity with accounting principles generally
accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the Companys internal control over financial reporting as of March 31, 2013, based on the criteria established in Internal ControlIntegrated Framework (1992) issued by the Committee of Sponsoring Organizations
of the Treadway Commission and our report dated July 31, 2013, expressed an unqualified opinion on the Companys internal control over financial reporting.

Our audit for the year ended and as of March 31, 2013, also comprehended the translation of Indian rupee amounts into U.S. dollar amounts, and in our opinion, such translation has been made in conformity
with the basis stated in note 2(z). Such U.S. dollar amounts are presented solely for the convenience of readers in the United States of America.

/s/ Deloitte Haskins & Sells

Chartered Accountants

Mumbai, Maharashtra, India

July 31, 2013



F-2



---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Tata Communications Limited

Mumbai, India

We have audited the internal control over financial reporting of Tata Communications Limited and subsidiaries (the Company) as of
March 31, 2013, based on criteria established in Internal ControlIntegrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Companys management is responsible for maintaining
effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Item 15 under Controls and Procedures of the accompanying Form 20-F titled
Managements Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Companys internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our opinion.

A companys internal control over financial
reporting is a process designed by, or under the supervision of, the companys principal executive and principal financial officers, or persons performing similar functions, and effected by the companys board of directors, management, and
other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal
control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the companys assets
that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial
reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness
of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company has maintained, in all material respects, effective internal control over financial reporting as of
March 31, 2013, based on the criteria established in Internal ControlIntegrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended March 31,
2013 of the Company and our report dated July 31, 2013, expressed an unqualified opinion on those financial statements.

/s/ Deloitte Haskins
& Sells

Chartered Accountants

Mumbai, Maharashtra, India

July 31, 2013



F-3



---

Tata Communications Limited

Consolidated Balance Sheets

As of March 31, 2012 and 2013



|                                                                                                                                                                                                                                                         |  |                                                  |         |   |          |  |         |         |  |  |       |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------ | ------- | - | -------- |  | ------- | ------- |  |  | ----- | -
|                                                                                                                                                                                                                                                         |  | LOGO2012                                         |         |   | LOGO2013 |  |         | US$2013 | 
|                                                                                                                                                                                                                                                         |  | (in millions, except share andper share amounts) |        
|ASSETS                                                                                                                                                                                                                                                   |  |                                                  |         |   |          |  |         |         |  |  |       |  
|Current assets                                                                                                                                                                                                                                           |  |                                                  |         |   |          |  |         |         |  |  |       |  
|Cash and cash equivalents                                                                                                                                                                                                                                |  |                                                  | 2,758   |   |          |  | 5,709   |         |  |  | 105   |  
|Short-term bank deposits                                                                                                                                                                                                                                 |  |                                                  | 181     |   |          |  | 3,415   |         |  |  | 63    |  
|Investments (at fair value)                                                                                                                                                                                                                              |  |                                                  |        |   |          |  | 5,689   |         |  |  | 104   |  
|Accounts receivable (net of allowances of


LOGO
 3,267 million and


LOGO
 4,157 million as of March 31, 2012 and 2013) (includes


LOGO
 1,472 million and


LOGO
 1,550 million as of March 31, 2012 and 2013 due from related parties)               |  |                                                  | 26,212  |   |          |  | 32,110  |         |  |  | 589   |  
|Prepaid expenses and other current assets (net of allowances of


LOGO
 687 million and


LOGO
 719 million, as of March 31, 2012 and 2013) (includes


LOGO
 98 million and


LOGO
 275 million as of March 31, 2012 and 2013 due from related parties) |  |                                                  | 7,573   |   |          |  | 7,948   |         |  |  | 146   |  
|                                                                                                                                                                                                                                                         |  |                                                  |         |   |          |  |         |         |  |  |       |  
|Total current assets                                                                                                                                                                                                                                     |  |                                                  | 36,724  |   |          |  | 54,871  |         |  |  | 1,007 |  
|Investments (at cost)                                                                                                                                                                                                                                    |  |                                                  | 4,104   |   |          |  | 4,109   |         |  |  | 75    |  
|Investments in equity method investees                                                                                                                                                                                                                   |  |                                                  | 313     |   |          |  | 17      |         |  |  |      |  
|Property, plant and equipment, net                                                                                                                                                                                                                       |  |                                                  | 141,093 |   |          |  | 139,810 |         |  |  | 2,564 |  
|Intangible assets, net                                                                                                                                                                                                                                   |  |                                                  | 6,047   |   |          |  | 5,724   |         |  |  | 105   |  
|Goodwill                                                                                                                                                                                                                                                 |  |                                                  | 29,430  |   |          |  | 27,150  |         |  |  | 498   |  
|Advance income taxes (net)                                                                                                                                                                                                                               |  |                                                  | 17,167  |   |          |  | 14,093  |         |  |  | 259   |  
|Other non-current assets (includes


LOGO
 2,899 million and


LOGO
 1,741 million as of March 31, 2012 and 2013 due from related parties)                                                                                                               |  |                                                  | 12,103  |   |          |  | 10,982  |         |  |  | 201   |  
|                                                                                                                                                                                                                                                         |  |                                                  |         |   |          |  |         |         |  |  |       |  
|Total assets                                                                                                                                                                                                                                             |  |                                                  | 246,981 |   |          |  | 256,756 |         |  |  | 4,709 |  
|                                                                                                                                                                                                                                                         |  |                                                  |         |   |          |  |         |         |  |  |       |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                                                                                                     |  |                                                  |         |   |          |  |         |         |  |  |       |  
|Current liabilities                                                                                                                                                                                                                                      |  |                                                  |         |   |          |  |         |         |  |  |       |  
|Accounts payable (includes


LOGO
 1,182 million and


LOGO
 2,324 million as of March 31, 2012 and 2013 due to related parties)                                                                                                                         |  |                                                  | 28,409  |   |          |  | 30,321  |         |  |  | 556   |  
|Short-term debt and current portion of long-term debt                                                                                                                                                                                                    |  |                                                  | 16,117  |   |          |  | 31,642  |         |  |  | 580   |  
|Accrued expenses and other current liabilities (includes


LOGO
 1,552 million and


LOGO
 1,406 million as of March 31, 2012 and 2013 due to related parties)                                                                                           |  |                                                  | 23,296  |   |          |  | 25,482  |         |  |  | 467   |  
|                                                                                                                                                                                                                                                         |  |                                                  |         |   |          |  |         |         |  |  |       |  
|Total current liabilities                                                                                                                                                                                                                                |  |                                                  | 67,822  |   |          |  | 87,445  |         |  |  | 1,603 |  
|Long-term debt, net of current portion                                                                                                                                                                                                                   |  |                                                  | 99,330  |   |          |  | 96,559  |         |  |  | 1,771 |  
|Other non-current liabilities (includes


LOGO
 1,741 million and


LOGO
 2,845 million as of March 31, 2012 and 2013 due to related parties)                                                                                                            |  |                                                  | 40,729  |   |          |  | 46,713  |         |  |  | 857   |  
|                                                                                                                                                                                                                                                         |  |                                                  |         |   |          |  |         |         |  |  |       |  
|Total liabilities                                                                                                                                                                                                                                        |  |                                                  | 207,881 |   |          |  | 230,717 |         |  |  | 4,231 |  
|                                                                                                                                                                                                                                                         |  |                                                  |         |   |          |  |         |         |  |  |       |  
|Commitments and contingencies (See Note 29)                                                                                                                                                                                                              |  |                                                  |         |   |          |  |         |         |  |  |       |  
|Shareholders equity                                                                                                                                                                                                                                     |  |                                                  |         |   |          |  |         |         |  |  |       |  
|Equity shares par value


LOGO
 10 each                                                                                                                                                                                                                  |  |                                                  |         |   |          |  |         |         |  |  |       |  
|Authorized: 400,000,000 shares                                                                                                                                                                                                                           |  |                                                  |         |   |          |  |         |         |  |  |       |  
|Issued and outstanding 285,000,000 shares as of March 31, 2012 and 2013                                                                                                                                                                                  |  |                                                  | 2,850   |   |          |  | 2,850   |         |  |  | 52    |  
|Additional paid-in-capital                                                                                                                                                                                                                               |  |                                                  | 15,506  |   |          |  | 14,885  |         |  |  | 273   |  
|Retained earnings                                                                                                                                                                                                                                        |  |                                                  | 23,549  |   |          |  | 16,684  |         |  |  | 306   |  
|Accumulated other comprehensive loss                                                                                                                                                                                                                     |  |                                                  | (4,359  | ) |          |  | (9,352  | )       |  |  | (171  | )
|                                                                                                                                                                                                                                                         |  |                                                  |         |   |          |  |         |         |  |  |       |  
|Total Tata Communications Limited shareholders equity                                                                                                                                                                                                   |  |                                                  | 37,546  |   |          |  | 25,067  |         |  |  | 460   |  
|Non-controlling interest in subsidiary                                                                                                                                                                                                                   |  |                                                  | 1,554   |   |          |  | 972     |         |  |  | 18    |  
|                                                                                                                                                                                                                                                         |  |                                                  |         |   |          |  |         |         |  |  |       |  
|Total shareholders equity                                                                                                                                                                                                                               |  |                                                  | 39,100  |   |          |  | 26,039  |         |  |  | 478   |  
|                                                                                                                                                                                                                                                         |  |                                                  |         |   |          |  |         |         |  |  |       |  
|Total liabilities and shareholders equity                                                                                                                                                                                                               |  |                                                  | 246,981 |   |          |  | 256,756 |         |  |  | 4,709 |  
|                                                                                                                                                                                                                                                         |  |                                                  |         |   |          |  |         |         |  |  |       |  

See accompanying notes to consolidated financial statements



F-4



---

Tata Communications Limited

Consolidated Statement of Operations

For each of the years ended March 31, 2011, 2012 and 2013



|                                                                                                                                                                                                                                                                                                                         |  |                                                             |             |   |      |  |             |      |  |  |             |   |  |  |             |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------------------------------------------------- | ----------- | - | ---- |  | ----------- | ---- |  |  | ----------- | - |  |  | ----------- | -
|                                                                                                                                                                                                                                                                                                                         |  | LOGO                                                        |             |   | LOGO |  |             | LOGO |  |  | US$         |  
|                                                                                                                                                                                                                                                                                                                         |  | 2011                                                        |             |   | 2012 |  |             | 2013 |  |  | 2013        |  
|                                                                                                                                                                                                                                                                                                                         |  | (in millions, except share, per share and per ADS 
amounts) |            
|Operating revenues:                                                                                                                                                                                                                                                                                                      |  |                                                             |             |   |      |  |             |      |  |  |             |   |  |  |             |  
|Revenues from telecommunication services (includes


LOGO
 4,607 million,


LOGO
 4,180 million and


LOGO
 5,684 million in fiscals 2011, 2012 and 2013 from related parties)                                                                                                                                           |  |                                                             | 113,840     |   |      |  | 139,885     |      |  |  | 171,800     |   |  |  | 3,151       |  
|                                                                                                                                                                                                                                                                                                                         |  |                                                             |             |   |      |  |             |      |  |  |             |   |  |  |             |  
|Cost of revenues                                                                                                                                                                                                                                                                                                         |  |                                                             |             |   |      |  |             |      |  |  |             |   |  |  |             |  
|Network and transmissions cost (excluding depreciation and amortization of


LOGO
 11,962 million,


LOGO
 15,320 million and


LOGO
 18,059 million in fiscals 2011, 2012 and 2013) (includes


LOGO
 3,214 million,


LOGO
 3,287 million and


LOGO
 3,773 million in fiscals 2011, 2012 and 2013 to related parties) |  |                                                             | 67,213      |   |      |  | 76,917      |      |  |  | 94,916      |   |  |  | 1,741       |  
|License fees (includes


LOGO
 653 million,


LOGO
 841 million and


LOGO
 928 million in fiscals 2011, 2012 and 2013 to related parties)                                                                                                                                                                               |  |                                                             | 664         |   |      |  | 928         |      |  |  | 1,387       |   |  |  | 25          |  
|                                                                                                                                                                                                                                                                                                                         |  |                                                             |             |   |      |  |             |      |  |  |             |   |  |  |             |  
|Total cost of revenues                                                                                                                                                                                                                                                                                                   |  |                                                             | 67,877      |   |      |  | 77,845      |      |  |  | 96,303      |   |  |  | 1,766       |  
|                                                                                                                                                                                                                                                                                                                         |  |                                                             |             |   |      |  |             |      |  |  |             |   |  |  |             |  
|Operating costs                                                                                                                                                                                                                                                                                                          |  |                                                             |             |   |      |  |             |      |  |  |             |   |  |  |             |  
|Depreciation and amortization                                                                                                                                                                                                                                                                                            |  |                                                             | 13,980      |   |      |  | 18,329      |      |  |  | 20,557      |   |  |  | 378         |  
|Other operating costs (includes


LOGO
 587 million,


LOGO
 1,591 million and


LOGO
 2,153 million in fiscals 2011, 2012 and 2013 to related parties)                                                                                                                                                                  |  |                                                             | 32,347      |   |      |  | 43,153      |      |  |  | 55,169      |   |  |  | 1,012       |  
|                                                                                                                                                                                                                                                                                                                         |  |                                                             |             |   |      |  |             |      |  |  |             |   |  |  |             |  
|Total operating costs                                                                                                                                                                                                                                                                                                    |  |                                                             | 46,327      |   |      |  | 61,482      |      |  |  | 75,726      |   |  |  | 1,390       |  
|                                                                                                                                                                                                                                                                                                                         |  |                                                             |             |   |      |  |             |      |  |  |             |   |  |  |             |  
|Operating income/(loss)                                                                                                                                                                                                                                                                                                  |  |                                                             | (364        | ) |      |  | 558         |      |  |  | (229        | ) |  |  | (5          | )
|Non-operating income, net:                                                                                                                                                                                                                                                                                               |  |                                                             |             |   |      |  |             |      |  |  |             |   |  |  |             |  
|Gain on sale of investments                                                                                                                                                                                                                                                                                              |  |                                                             | 138         |   |      |  | 379         |      |  |  | 180         |   |  |  | 3           |  
|Interest income on income tax refunds                                                                                                                                                                                                                                                                                    |  |                                                             | 40          |   |      |  | 101         |      |  |  | 86          |   |  |  | 2           |  
|Interest income from banks and others (includes


LOGO
 707 million,


LOGO
 163 million and


LOGO
 Nil in fiscals 2011, 2012 and 2013 from related parties)                                                                                                                                                            |  |                                                             | 762         |   |      |  | 296         |      |  |  | 148         |   |  |  | 3           |  
|Interest expense (includes


LOGO
 Nil,


LOGO
 111 million and


LOGO
 Nil in fiscals 2011, 2012 and 2013 to related parties)                                                                                                                                                                                           |  |                                                             | (4,088      | ) |      |  | (7,591      | )    |  |  | (7,876      | ) |  |  | (145        | )
|Fair value gain on previously held interest in equity method investee recognized on business acquisition                                                                                                                                                                                                                 |  |                                                             | 128         |   |      |  | 11,047      |      |  |  |            |   |  |  |            |  
|Gain/(loss) on sale of property, plant and equipment, net                                                                                                                                                                                                                                                                |  |                                                             | (489        | ) |      |  | 31          |      |  |  | 2,023       |   |  |  | 37          |  
|Other non-operating income, net (includes


LOGO
 88 million,


LOGO
 51 million and


LOGO
 126 million in fiscals 2011, 2012 and 2013 from related parties)                                                                                                                                                            |  |                                                             | 2,192       |   |      |  | 415         |      |  |  | 575         |   |  |  | 11          |  
|                                                                                                                                                                                                                                                                                                                         |  |                                                             |             |   |      |  |             |      |  |  |             |   |  |  |             |  
|Total non-operating income/(loss), net                                                                                                                                                                                                                                                                                   |  |                                                             | (1,317      | ) |      |  | 4,678       |      |  |  | (4,864      | ) |  |  | (89         | )
|                                                                                                                                                                                                                                                                                                                         |  |                                                             |             |   |      |  |             |      |  |  |             |   |  |  |             |  
|Income/(loss) before income taxes                                                                                                                                                                                                                                                                                        |  |                                                             | (1,681      | ) |      |  | 5,236       |      |  |  | (5,093      | ) |  |  | (94         | )
|Income tax (expense)/benefit                                                                                                                                                                                                                                                                                             |  |                                                             | (765        | ) |      |  | (5,138      | )    |  |  | (2,028      | ) |  |  | (37         | )
|Dividend tax                                                                                                                                                                                                                                                                                                             |  |                                                             |            |   |      |  | (92         | )    |  |  | (92         | ) |  |  | (2          | )
|Equity in net loss of equity method investees                                                                                                                                                                                                                                                                            |  |                                                             | (5,636      | ) |      |  | (944        | )    |  |  | (234        | ) |  |  | (4          | )
|                                                                                                                                                                                                                                                                                                                         |  |                                                             |             |   |      |  |             |      |  |  |             |   |  |  |             |  
|Net income/(loss)                                                                                                                                                                                                                                                                                                        |  |                                                             | (8,082      | ) |      |  | (938        | )    |  |  | (7,447      | ) |  |  | (137        | )
|                                                                                                                                                                                                                                                                                                                         |  |                                                             |             |   |      |  |             |      |  |  |             |   |  |  |             |  
|Net (income)/loss attributable to non-controlling interest                                                                                                                                                                                                                                                               |  |                                                             | (13         | ) |      |  | 4,250       |      |  |  | 1,152       |   |  |  | 21          |  
|                                                                                                                                                                                                                                                                                                                         |  |                                                             |             |   |      |  |             |      |  |  |             |   |  |  |             |  
|Net income/(loss) attributable to Tata Communications Limited                                                                                                                                                                                                                                                            |  |                                                             | (8,095      | ) |      |  | 3,312       |      |  |  | (6,295      | ) |  |  | (116        | )
|                                                                                                                                                                                                                                                                                                                         |  |                                                             |             |   |      |  |             |      |  |  |             |   |  |  |             |  
|Per share Information:                                                                                                                                                                                                                                                                                                   |  |                                                             |             |   |      |  |             |      |  |  |             |   |  |  |             |  
|Basic earnings/(loss) per equity share                                                                                                                                                                                                                                                                                   |  |                                                             | (28.40      | ) |      |  | 11.62       |      |  |  | (22.09      | ) |  |  | (0.41       | )
|Weighted number of equity shares outstanding                                                                                                                                                                                                                                                                             |  |                                                             | 285,000,000 |   |      |  | 285,000,000 |      |  |  | 285,000,000 |   |  |  | 285,000,000 |  
|Basic earnings/(loss) per ADS (each ADS represents two equity shares)                                                                                                                                                                                                                                                    |  |                                                             | (56.80      | ) |      |  | 23.24       |      |  |  | (44.18      | ) |  |  | (0.82       | )

See accompanying notes to consolidated financial statements



F-5



---

Tata Communications Limited

Consolidated Statements of Comprehensive Loss

For each of the years ended March 31, 2011, 2012 and 2013



|                                                                                                                                                                                                      |  |               |        |   |      |  |        |      |  |  |         |   |  |  |      |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------ | - | ---- |  | ------ | ---- |  |  | ------- | - |  |  | ---- | -
|                                                                                                                                                                                                      |  | LOGO          |        |   | LOGO |  |        | LOGO |  |  | US$     |  
|                                                                                                                                                                                                      |  | 2011          |        |   | 2012 |  |        | 2013 |  |  | 2013    |  
|                                                                                                                                                                                                      |  | (in millions) |       
|Net loss                                                                                                                                                                                              |  |               | (8,082 | ) |      |  | (938   | )    |  |  | (7,447  | ) |  |  | (137 | )
|                                                                                                                                                                                                      |  |               |        |  
|Net unrealized gain/(loss) on available-for-sale securities, net of realized gain and net of tax effect of


LOGO
 19 million,


LOGO
 1 million and


LOGO
 1 million in fiscal 2011, 2012 and 2013. |  |               | (24    | ) |      |  | (3     | )    |  |  | 4       |   |  |  |     |  
|Foreign currency translation adjustment                                                                                                                                                               |  |               | (228   | ) |      |  | (4,184 | )    |  |  | (3,621  | ) |  |  | (66  | )
|Effective portion of fair value gain/(loss) on derivative instrument designated as cash flow hedge                                                                                                    |  |               | (31    | ) |      |  | 268    |      |  |  | (16     | ) |  |  |     |  
|Funded status on employee benefit plans net of tax effect of


LOGO
 94 million,


LOGO
 150 million and


LOGO
 208 million in fiscal 2011, 2012 and 2013.                                           |  |               | 227    |   |      |  | (349   | )    |  |  | (527    | ) |  |  | (10  | )
|                                                                                                                                                                                                      |  |               |        |   |      |  |        |      |  |  |         |   |  |  |      |  
|Other comprehensive loss, net of tax                                                                                                                                                                  |  |               | (56    | ) |      |  | (4,268 | )    |  |  | (4,160  | ) |  |  | (76  | )
|                                                                                                                                                                                                      |  |               |        |   |      |  |        |      |  |  |         |   |  |  |      |  
|Comprehensive loss                                                                                                                                                                                    |  |               | (8,138 | ) |      |  | (5,206 | )    |  |  | (11,607 | ) |  |  | (213 | )
|                                                                                                                                                                                                      |  |               |        |   |      |  |        |      |  |  |         |   |  |  |      |  
|                                                                                                                                                                                                      |  |               |        |  
|Comprehensive Loss attributable to Tata Communications Limited                                                                                                                                        |  |               | (8,150 | ) |      |  | (731   | )    |  |  | (11,288 | ) |  |  | (207 | )
|Comprehensive Loss attributable to non-controlling interest                                                                                                                                           |  |               | 12     |   |      |  | (4,475 | )    |  |  | (319    | ) |  |  | (6   | )
|                                                                                                                                                                                                      |  |               |        |   |      |  |        |      |  |  |         |   |  |  |      |  
|                                                                                                                                                                                                      |  |               | (8,138 | ) |      |  | (5,206 | )    |  |  | (11,607 | ) |  |  | (213 | )
|                                                                                                                                                                                                      |  |               |        |   |      |  |        |      |  |  |         |   |  |  |      |  

See accompanying notes to consolidated financial statements



F-6



---

Tata Communications Limited

Consolidated Statements of Changes in Shareholders Equity

For each of the years ended March 31, 2011, 2012 and 2013



|                                                      |  |                                               |             |  |                    |     |       |                          |  |     |                  |   |  |                                   |        |   |                                                    |     |        |                         |  |     |                          |   |  |     |        |   |  |     |        |  
|----------------------------------------------------- |  | --------------------------------------------- | ----------- |  | ------------------ | --- | ----- | ------------------------ |  | --- | ---------------- | - |  | --------------------------------- | ------ | - | -------------------------------------------------- | --- | ------ | ----------------------- |  | --- | ------------------------ | - |  | --- | ------ | - |  | --- | ------ | -
|                                                      |  | Number ofequity shares                        |             |  | Equitysharecapital |     |       | Additionalpaid-incapital |  |     | Retainedearnings |   |  | Accumulatedothercomprehensiveloss |        |   | Total TataCommunicationsLimitedshareholdersequity |     |        | Non-controllinginterest |  |     | Totalshareholdersequity |  
|                                                      |  | (In millions, except number of equity shares) |            
|Balance at March 31, 2010                             |  |                                               | 285,000,000 |  |                    |     | 2,850 |                          |  |     | 15,770           |   |  |                                   | 28,902 |   |                                                    |     | (261   | )                       |  |     | 47,261                   |   |  |     | 58     |   |  |     | 47,319 |  
|Net loss                                              |  |                                               |             |  |                    |     |       |                          |  |     |                  |   |  |                                   | (8,095 | ) |                                                    |     |        |                         |  |     | (8,095                   | ) |  |     | 13     |   |  |     | (8,082 | )
|Other comprehensive loss, net of tax                  |  |                                               |             |  |                    |     |       |                          |  |     |                  |   |  |                                   |        |   |                                                    |     | (55    | )                       |  |     | (55                      | ) |  |     | (1     | ) |  |     | (56    | )
|Dividends paid                                        |  |                                               |             |  |                    |     |       |                          |  |     |                  |   |  |                                   |       |   |                                                    |     |        |                         |  |     |                         |   |  |     | (2     | ) |  |     | (2     | )
|                                                      |  |                                               |             |  |                    |     |       |                          |  |     |                  |   |  |                                   |        |   |                                                    |     |        |                         |  |     |                          |   |  |     |        |   |  |     |        |  
|Balance at March 31, 2011                             |  |                                               | 285,000,000 |  |                    |     | 2,850 |                          |  |     | 15,770           |   |  |                                   | 20,807 |   |                                                    |     | (316   | )                       |  |     | 39,111                   |   |  |     | 68     |   |  |     | 39,179 |  
|Fair Value of non-controlling interest on acquisition |  |                                               |             |  |                    |     |       |                          |  |     |                  |   |  |                                   |        |   |                                                    |     |        |                         |  |     |                          |   |  |     | 1,146  |   |  |     | 1,146  |  
|Issue of shares to non-controlling interest           |  |                                               |             |  |                    |     |       |                          |  |     |                  |   |  |                                   |        |   |                                                    |     |        |                         |  |     |                          |   |  |     | 4,556  |   |  |     | 4,556  |  
|Changes on ownership interest in subsidiary           |  |                                               |             |  |                    |     |       |                          |  |     | (264             | ) |  |                                   |        |   |                                                    |     |        |                         |  |     | (264                     | ) |  |     | 264    |   |  |     |       |  
|Net Income/(loss)                                     |  |                                               |             |  |                    |     |       |                          |  |     |                  |   |  |                                   | 3,312  |   |                                                    |     |        |                         |  |     | 3,312                    |   |  |     | (4,250 | ) |  |     | (938   | )
|Other comprehensive loss, net of tax                  |  |                                               |             |  |                    |     |       |                          |  |     |                  |   |  |                                   |        |   |                                                    |     | (4,043 | )                       |  |     | (4,043                   | ) |  |     | (225   | ) |  |     | (4,268 | )
|Dividends paid                                        |  |                                               |             |  |                    |     |       |                          |  |     |                  |   |  |                                   | (570   | ) |                                                    |     |        |                         |  |     | (570                     | ) |  |     | (5     | ) |  |     | (575   | )
|                                                      |  |                                               |             |  |                    |     |       |                          |  |     |                  |   |  |                                   |        |   |                                                    |     |        |                         |  |     |                          |   |  |     |        |   |  |     |        |  
|Balance at March 31, 2012                             |  |                                               | 285,000,000 |  |                    |     | 2,850 |                          |  |     | 15,506           |   |  |                                   | 23,549 |   |                                                    |     | (4,359 | )                       |  |     | 37,546                   |   |  |     | 1,554  |   |  |     | 39,100 |  
|Issue of shares to non-controlling interest           |  |                                               |            |  |                    |     |      |                          |  |     |                 |   |  |                                   |       |   |                                                    |     |       |                         |  |     |                         |   |  |     | 66     |   |  |     | 66     |  
|Changes on ownership interest in subsidiary           |  |                                               |            |  |                    |     |      |                          |  |     | (621             | ) |  |                                   |       |   |                                                    |     |       |                         |  |     | (621                     | ) |  |     | (300   | ) |  |     | (921   | )
|Net loss                                              |  |                                               |            |  |                    |     |      |                          |  |     |                 |   |  |                                   | (6,295 | ) |                                                    |     |       |                         |  |     | (6,295                   | ) |  |     | (1,152 | ) |  |     | (7,447 | )
|Other comprehensive loss, net of tax                  |  |                                               |             |  |                    |     |       |                          |  |     |                  |   |  |                                   |        |   |                                                    |     | (4,993 | )                       |  |     | (4,993                   | ) |  |     | 833    |   |  |     | (4,160 | )
|Dividends paid                                        |  |                                               |            |  |                    |     |      |                          |  |     |                 |   |  |                                   | (570   | ) |                                                    |     |       |                         |  |     | (570                     | ) |  |     | (29    | ) |  |     | (599   | )
|                                                      |  |                                               |             |  |                    |     |       |                         
|Balance at March 31, 2013                             |  |                                               | 285,000,000 |  |                    |     | 2,850 |                          |  |     | 14,885           |   |  |                                   | 16,684 |   |                                                    |     | (9,352 | )                       |  |     | 25,067                   |   |  |     | 972    |   |  |     | 26,039 |  
|                                                      |  |                                               |             |  |                    |     |       |                          |  |     |                  |   |  |                                   |        |   |                                                    |     |        |                         |  |     |                          |   |  |     |        |   |  |     |        |  
|                                                      |  |                                               |             |  |                    | US$ | 52    |                          |  | US$ | 273              |   |  | US$                               | 306    |   |                                                    | US$ | (171   | )                       |  | US$ | 460                      |   |  | US$ | 18     |   |  | US$ | 478    |  
|                                                      |  |                                               |             |  |                    |     |       |                          |  |     |                  |   |  |                                   |        |   |                                                    |     |        |                         |  |     |                          |   |  |     |        |   |  |     |        |  

Non-controlling interest includes preference shares of


LOGO
 5,177 million and


LOGO
 5,792 million as of March 31, 2013 and 2012 respectively, redeemable only at the option of the issuer.

As of March 31, 2013 and 2012, retained earnings include


LOGO
 3,501 million and


LOGO
 7,308 million respectively, restricted for non-convertible debenture (NCD) redemption

See
accompanying notes to consolidated financial statements



F-7



---

Tata Communications Limited

Consolidated Statements of Cash Flows

For each of the years ended March 31, 2011, 2012 and 2013



|                                                                                                         |  |               |         |   |      |  |         |      |  |  |         |   |  |  |        |  
|-------------------------------------------------------------------------------------------------------- |  | ------------- | ------- | - | ---- |  | ------- | ---- |  |  | ------- | - |  |  | ------ | -
|                                                                                                         |  | LOGO          |         |   | LOGO |  |         | LOGO |  |  | US$     |  
|                                                                                                         |  | 2011          |         |   | 2012 |  |         | 2013 |  |  | 2013    |  
|                                                                                                         |  | (in millions) |        
|Cash flows from operating activities:                                                                    |  |               |         |   |      |  |         |      |  |  |         |   |  |  |        |  
|Net loss                                                                                                 |  |               | (8,082  | ) |      |  | (938    | )    |  |  | (7,447  | ) |  |  | (137   | )
|Adjustment to reconcile net income to net cash provided by operating activities:                         |  |               |         |   |      |  |         |      |  |  |         |   |  |  |        |  
|Depreciation and amortization                                                                            |  |               | 13,980  |   |      |  | 18,329  |      |  |  | 20,557  |   |  |  | 378    |  
|Loss/ (gain) on sale of property, plant and equipment, net                                               |  |               | 489     |   |      |  | (31     | )    |  |  | (2,023  | ) |  |  | (37    | )
|Gain on sale of available-for-sale investments                                                           |  |               | (138    | ) |      |  | (379    | )    |  |  | (180    | ) |  |  | (3     | )
|Allowances for doubtful debts (Net of recoveries)                                                        |  |               | 484     |   |      |  | 647     |      |  |  | 892     |   |  |  | 16     |  
|Equity in net loss of equity method investees                                                            |  |               | 5,636   |   |      |  | 944     |      |  |  | 234     |   |  |  | 4      |  
|Fair value gain on previously held interest in equity method investee recognized on business acquisition |  |               | (128    | ) |      |  | (11,047 | )    |  |  |        |   |  |  |       |  
|Joint venture termination fees                                                                           |  |               | (90     | ) |      |  |        |      |  |  |        |   |  |  |       |  
|Deferred income tax expense /(benefit)                                                                   |  |               | (245    | ) |      |  | 3,907   |      |  |  | (393    | ) |  |  | (7     | )
|Net change in:                                                                                           |  |               |         |   |      |  |         |      |  |  |         |   |  |  |        |  
|Accounts receivable                                                                                      |  |               | (39     | ) |      |  | (3,993  | )    |  |  | (6,002  | ) |  |  | (110   | )
|Advance income taxes, net                                                                                |  |               | 3,103   |   |      |  | 1,283   |      |  |  | 3,074   |   |  |  | 56     |  
|Prepaid expenses, other current and non -current assets                                                  |  |               | (495    | ) |      |  | (6,964  | )    |  |  | 1,003   |   |  |  | 18     |  
|Accounts payable, other current and non-current liabilities                                              |  |               | (2,797  | ) |      |  | 6,411   |      |  |  | 7,454   |   |  |  | 137    |  
|                                                                                                         |  |               |         |   |      |  |         |      |  |  |         |   |  |  |        |  
|Net cash provided by operating activities                                                                |  |               | 11,678  |   |      |  | 8,169   |      |  |  | 17,169  |   |  |  | 315    |  
|                                                                                                         |  |               |         |   |      |  |         |      |  |  |         |   |  |  |        |  
|Cash flows from investing activities:                                                                    |  |               |         |   |      |  |         |      |  |  |         |   |  |  |        |  
|Purchase of property, plant and equipment                                                                |  |               | (14,573 | ) |      |  | (18,103 | )    |  |  | (15,978 | ) |  |  | (293   | )
|Purchase of intangible assets                                                                            |  |               | (793    | ) |      |  | (791    | )    |  |  | (1,803  | ) |  |  | (33    | )
|Proceeds from sale of property, plant and equipment                                                      |  |               | 106     |   |      |  | 207     |      |  |  | 2,165   |   |  |  | 40     |  
|Proceeds from sale of available-for-sale investments                                                     |  |               | 22,449  |   |      |  | 51,648  |      |  |  | 49,189  |   |  |  | 902    |  
|Purchase of available-for-sale investments                                                               |  |               | (18,634 | ) |      |  | (50,357 | )    |  |  | (54,693 | ) |  |  | (1,003 | )
|Purchase of shares in equity method investees                                                            |  |               | (530    | ) |      |  | (255    | )    |  |  |        |   |  |  |       |  
|Return of investment by equity method investee                                                           |  |               |        |   |      |  |        |      |  |  | 58      |   |  |  | 1      |  
|Loans given to equity method investees                                                                   |  |               | (3,110  | ) |      |  | (765    | )    |  |  |        |   |  |  |       |  
|Acquisition of business, net of cash acquired                                                            |  |               | (242    | ) |      |  | (1,313  | )    |  |  |        |   |  |  |       |  
|Change in restricted cash                                                                                |  |               | (2      | ) |      |  | (19     | )    |  |  | (8      | ) |  |  |       |  
|Decrease /(increase) in short-term bank deposits                                                         |  |               | 13      |   |      |  | 12      |      |  |  | (3,252  | ) |  |  | (60    | )
|Inter corporate deposit placed and other loans                                                           |  |               |        |   |      |  | (2,512  | )    |  |  | (864    | ) |  |  | (16    | )
|Proceeds from repayment of inter-corporate deposit and other loans                                       |  |               |        |   |      |  | 1,300   |      |  |  | 700     |   |  |  | 13     |  
|Purchase of investments                                                                                  |  |               | (1      | ) |      |  | (1      | )    |  |  | (2      | ) |  |  | -      |  
|Refund of amount paid towards joint venture                                                              |  |               | 748     |   |      |  |        |      |  |  |        |   |  |  |       |  
|Advances for investments                                                                                 |  |               | (455    | ) |      |  |        |      |  |  |        |   |  |  |       |  
|                                                                                                         |  |               |         |   |      |  |         |      |  |  |         |   |  |  |        |  
|Net cash used in investing activities                                                                    |  |               | (15,024 | ) |      |  | (20,949 | )    |  |  | (24,488 | ) |  |  | (449   | )
|                                                                                                         |  |               |         |   |      |  |         |      |  |  |         |   |  |  |        |  



F-8



---

Tata Communications Limited

Consolidated Statements of Cash Flows

For each of the years ended March 31, 2011, 2012 and 2013



|                                                                                                                                          |  |               |         |   |      |  |         |      |  |  |         |   |  |  |      |  
|----------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------- | - | ---- |  | ------- | ---- |  |  | ------- | - |  |  | ---- | -
|                                                                                                                                          |  | LOGO          |         |   | LOGO |  |         | LOGO |  |  | US$     |  
|                                                                                                                                          |  | 2011          |         |   | 2012 |  |         | 2013 |  |  | 2013    |  
|                                                                                                                                          |  | (in millions) |        
|Cash flows from financing activities:                                                                                                     |  |               |         |   |      |  |         |      |  |  |         |   |  |  |      |  
|Proceeds from long-term borrowings                                                                                                        |  |               | 26,501  |   |      |  | 22,161  |      |  |  | 19,881  |   |  |  | 364  |  
|Long-term borrowings repaid                                                                                                               |  |               | (26,442 | ) |      |  | (9,413  | )    |  |  | (7,153  | ) |  |  | (131 | )
|Proceeds from short-term borrowings                                                                                                       |  |               | 17,827  |   |      |  | 21,402  |      |  |  | 16,336  |   |  |  | 300  |  
|Short-term borrowings repaid                                                                                                              |  |               | (10,675 | ) |      |  | (27,223 | )    |  |  | (18,653 | ) |  |  | (342 | )
|Proceeds of bank overdrafts, net                                                                                                          |  |               | 669     |   |      |  | 1,739   |      |  |  | 1,589   |   |  |  | 29   |  
|Purchases of additional ownership interest in subsidiary from non-controlling interest                                                    |  |               |        |   |      |  |        |      |  |  | (921    | ) |  |  | (17  | )
|Dividends paid (includes


LOGO
 Nil,


LOGO
 407 million and


LOGO
 407 million in fiscals 2011, 2012 and 2013 paid to related parties) |  |               |        |   |      |  | (570    | )    |  |  | (570    | ) |  |  | (10  | )
|Dividend paid to non-controlling interest of subsidiary                                                                                   |  |               | (2      | ) |      |  | (5      | )    |  |  | (29     | ) |  |  | (1   | )
|Payment of finance lease obligations                                                                                                      |  |               | (31     | ) |      |  | (28     | )    |  |  | (34     | ) |  |  | (1   | )
|Net cash provided by financing activities                                                                                                 |  |               | 7,847   |   |      |  | 8,063   |      |  |  | 10,446  |   |  |  | 191  |  
|Net change in cash flows                                                                                                                  |  |               | 4,501   |   |      |  | (4,717  | )    |  |  | 3,127   |   |  |  | 57   |  
|Effect of foreign exchange differences on cash flows                                                                                      |  |               | (59     | ) |      |  | 644     |      |  |  | (176    | ) |  |  | (3   | )
|Cash and cash equivalents, beginning of year                                                                                              |  |               | 2,389   |   |      |  | 6,831   |      |  |  | 2,758   |   |  |  | 51   |  
|Cash and cash equivalents, end of year                                                                                                    |  |               | 6,831   |   |      |  | 2,758   |      |  |  | 5,709   |   |  |  | 105  |  
|Supplementary cash flow information:                                                                                                      |  |               |         |   |      |  |         |      |  |  |         |   |  |  |      |  
|Interest paid (net of interest capitalized)                                                                                               |  |               | 3,976   |   |      |  | 7,819   |      |  |  | 7,695   |   |  |  | 141  |  
|Income taxes paid (refunds)                                                                                                               |  |               | (2,290  | ) |      |  | (107    | )    |  |  | (793    | ) |  |  | (15  | )
|Supplementary disclosure of non-cash investing activity:                                                                                  |  |               |         |   |      |  |         |      |  |  |         |   |  |  |      |  
|Payables for capital purchases                                                                                                            |  |               | 2,010   |   |      |  | 3,206   |      |  |  | 2,315   |   |  |  | 42   |  
|Supplementary disclosure of non-cash financing activity:                                                                                  |  |               |         |   |      |  |         |      |  |  |         |   |  |  |      |  
|Loan from non-controlling interest converted to non-redeemable preference shares in SEPCO group                                           |  |               |        |   |      |  | 4,556   |      |  |  |        |   |  |  |     |  



F-9



---

Notes to Consolidated Financial Statements



|1. | Background
|-- | ----------

Tata
Communications Limited (Tata Communications India) and its subsidiaries (collectively Tata Communications or the Company) offer international and national voice and data transmission services, selling and leasing
of bandwidth on undersea cable systems, internet dial up and broadband services, and other value-added services comprised mainly of mobile global roaming and signaling services, transponder lease, data centers, telex and telegraph and television
uplinking.

The Tata group, directly and indirectly through Tata Sons Limited, Panatone Finvest Limited and Tata Power Company
Limited, and the GOI owned 50.03% and 26.12%, respectively of the Companys equity shares, as of March 31, 2013.

The
consolidated financial statements of Tata Communications include the financial statements of Tata Communications India and its subsidiaries, Tata Communications International Pte Ltd. (TCIPL) and its subsidiaries, SEPCO
Communications Pty Ltd,(SEPCO) and its subsidiaries, Tata Communications Lanka Ltd.(TCLL), VSNL SNO SPV Pte Ltd. (SNOSPV), Tata Communications Transformation Services Limited (TCTSL), Tata Communications
Payment Solutions Limited (TCPSL) (formerly known as Tata Communications Banking Infrasolutions Limited), and S&A Internet Services Private Limited (SAISPL).

On May 30, 2011, the Company through its wholly-owned subsidiary SNOSPV acquired an additional equity ownership interest of 24.50% in
SEPCO. Consequently, the SEPCO Group (SEPCO and Neotel collectively referred to as SEPCO Group) became a subsidiary. The assets, liabilities and results of SEPCO group are included in consolidated financial statements with effect from May 30,
2011. [See note 3(i)].

In India, the Company is regulated by the Department of Telecommunications (DoT), GoI and the TRAI. In
Singapore and Malaysia, the Company is regulated by the Infocomm Development Authority of Singapore and by the Malaysian Communications and Multimedia Commission, respectively. In Hong Kong and Taiwan, the Company is regulated by the Office of the
Communications Authority of the Special Administrative Region and by the National Communications Commission respectively. In Japan the Company is regulated by the Ministry of Internal Affairs and Communications. In North America, the Company is
regulated by the Canadian Radio-television and Telecommunications Commission and Industry Canada, and by the U.S. Federal Communications Commission pursuant to, the Communications Act of 1934, as amended. In the United Kingdom, the Company is
regulated by the Office of Communications. In South Africa, the Company is regulated by Independent Communications Authority of South Africa (ICASA). In other parts of the world, the Company is subject to various foreign regulations.



|2. | Significant Accounting Policies
|-- | -------------------------------



| | a. | Basis of presentation
| | -- | ---------------------

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP).



| | b. | Basis of consolidation
| | -- | ----------------------

The Company consolidates all entities in which it has control. In addition, the Company reviews its relationships with other entities to assess if it is the primary beneficiary of a variable interest
entity. If the determination is made that it is the primary beneficiary, then that entity is consolidated. In fiscals 2011, 2012 and 2013, the Company was not the primary beneficiary of any variable interest entity. Inter-company transactions,
balances and unrealized profits and losses on such transactions are eliminated on consolidation.



| | c. | Investments in equity method investee
| | -- | -------------------------------------

Investments in entities where the Company has significant influence, generally where the Company controls between 20% and 50% of the voting stocks of such entities, are accounted for using the equity
method. Investments in equity method investees are initially recorded at cost and is adjusted in subsequent periods to reflect the Companys share of earnings or loss of the equity method investee and any impairment. The Companys equity
in net loss of equity method investees in excess of the equity ownership interest is recognized in the statement of operations as an adjustment to other investments.



| | d. | Use of Estimates
| | -- | ----------------

The preparation of consolidated financial statements in conformity with US GAAP requires the management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses for the years presented. Actual results could differ from these estimates. Material
estimates included in these consolidated financial statements that are susceptible to change as more information becomes available include allowances for uncollectible accounts receivable and other current assets, useful lives of property, plant and
equipment and intangible assets, residual values of property, plant and equipment, asset retirement obligations, retirement benefits, impairment of goodwill, intangible assets, property, plant and equipment and income taxes including valuation of
deferred tax assets.



F-10



---

| | e. | Business Combination
| | -- | --------------------

Business combination transactions in which the Company obtains control over one or more businesses are accounted under the acquisition method. Identifiable assets acquired and liabilities assumed, and
non-controlling interests are recognized at acquisition date fair values. Previously held interests in the acquiree are remeasured to fair value at the acquisition date and any resulting gain or loss is recognized in earnings. Goodwill represents
the excess of aggregate of the consideration transferred, fair value of the non-controlling interest and in a business combination achieved in stages, the acquisition-date fair value of the Companys previously held equity interest in the
acquiree over the fair value of the assets acquired and liabilities assumed.



| | f. | Cash and cash equivalents
| | -- | -------------------------

Cash and cash equivalents represents cash on hand and held with banks including demand deposits, which are unrestricted as to withdrawal and use, and which have maturities of three months or less.



| | g. | Investments
| | -- | -----------

Investments in securities with readily determinable market values are classified as available-for-sale securities and recorded at fair value. Unrealized gains and losses on such securities, net of
applicable taxes, are reported in accumulated other comprehensive income. Realized gains and losses on sale of securities are recorded on the trade date and the cost in respect of available-for-sale securities sold is determined on a weighted
average basis.

Equity securities that do not have readily determinable fair values are recorded at original cost. Fair values
of these securities are not estimated if there are no events or changes in circumstances that may have a significant effect on the carrying amount. Other than temporary declines in fair values below cost are reflected in earnings as realized loss.

The Company has not classified any securities as trading or held to maturity.



| | h. | Accounts receivable
| | -- | -------------------

Accounts receivable are stated at their expected realizable values, net of allowances for uncollectible receivables. Accounts receivable and payable are disclosed on a net basis where a legal right of
set-off exists. These payables and receivables are generally settled on a net basis.

Allowances for accounts receivables are
provided when collection is not probable based on current information and historical experience, including the current creditworthiness of each customer. Account balances are generally written off against the allowance only after all means of
collection have been exhausted and the potential for recovery is considered remote.



| | i. | Goodwill
| | -- | --------

Goodwill is assessed for impairment on an annual basis on March 31 or earlier when events or circumstances indicate that the carrying amount of goodwill exceeds its implied fair value.

Goodwill impairment assessment is a two-step test. The first step compares the fair value of the reporting unit with its carrying amount,
including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired; however, if the carrying amount of the reporting unit exceeds its fair value, the second step of the
goodwill impairment test is performed to measure the impairment loss amount, if any. However, if the carrying amount of a reporting unit is zero or negative, the second step of the impairment test shall be performed to measure the amount of
impairment loss, if any, when it is more likely than not that a goodwill impairment exists.

The Company uses an income-based
valuation approach to determine the fair value of the reporting unit by estimating the present value of future cash flows after considering current economic conditions and trends, estimated future operating results and growth rates, anticipated
future economic and regulatory conditions and availability of necessary technology and network infrastructure.

When required
to perform the second step, the Company compares the implied fair value of a reporting units goodwill with the carrying amount of that goodwill. If the carrying amount exceeds the implied fair value, an impairment loss equal to that excess
amount is recognized, not to exceed the goodwill carrying amount. The Company determines the implied fair value of goodwill for a reporting unit by assigning the fair value of the reporting unit to all of the assets and liabilities of that unit
(including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination. The excess of the fair value of the reporting unit over the amounts assigned to its assets and liabilities is the implied fair value
of the goodwill. This assignment process is only for purposes of testing goodwill impairment and the Company does not adjust the carrying amounts of the recognized assets and liabilities (other than goodwill, if appropriate) or recognize previously
unrecognized intangible assets in the consolidated balance sheet as a result of this assignment process.



F-11



---

| | j. | Intangible assets
| | -- | -----------------

The Companys intangible assets include customer relationships, computer software, licenses, favorable leases and brand. Costs incurred on application development of internal use computer software
are capitalized. Capitalization is commenced when the preliminary stage is complete, funding is committed, and it is probable that the project will be completed and the software will perform the function intended. Upgrades and enhancements that
result in additional functionality are capitalized. Costs of ongoing maintenance, support and training activities are expensed as incurred. Customer relationships, computer software and favorable lease are amortized using the straight-line method,
over the following estimated economic useful lives:



|                       |  |                
|---------------------- |  | ---------------
|                       |  | Years          
|Customer relationships |  | 7 to 10        
|Computer software      |  | 3 to 8         
|Licenses               |  | License term   
|Favorable Lease        |  | Period of Lease
|Brand                  |  | Indefinite     



| | k. | Property, plant and equipment
| | -- | -----------------------------

Property, plant and equipment are stated at cost less accumulated depreciation. Cost includes purchase price, taxes and duties, installation expenses, interest cost and other direct costs incurred till
the date the asset is available for use. Interest incurred for constructed asset is capitalised up to the date the asset is ready for its intended use based on the weighted average rate of all borrowings. The cost of construction in progress is
transferred to the appropriate asset category, when construction is complete and the asset is available for use.

Property,
plant and equipment includes intangible assets in the nature of indefeasible rights of use (IRUs) for international and domestic telecommunication circuits, which the Company acquires from time to time. IRU arrangements under which
the Company has the right to exclusively use a substantial portion of the capacity in the cables for substantially all of the economic lives of the cables are capitalized as intangible assets. The Company has the obligation for costs of operations,
maintenance and administration, and has the risk of obsolescence during the contract period.

Depreciation is charged on a
straight-line basis over the estimated useful economic lives of property, plant and equipment. Land is not depreciated. The estimated useful economic lives are as follows:



|                       |  |                                       
|---------------------- |  | --------------------------------------
|                       |  | Years                                 
|Leasehold improvements |  | Lesser of useful life or term of lease
|Buildings              |  | 12 to 58                              
|Plant and machinery    |  | 2 to 20                               
|Computers              |  | 3 to 8                                
|Motor vehicles         |  | 3 to 5                                
|Furniture and fixtures |  | 3 to 15                               

Cables under IRU arrangements are amortized on a straight-line basis over the useful life of the cable or
the contracted period of right to use, whichever is lower.



| | l. | Asset retirement obligation
| | -- | ---------------------------

The Companys asset retirement obligations relate to the costs associated with the removal of long-lived assets when they will be retired. The Company records a liability at the estimated current
fair value of the costs associated with the removal obligations. The fair value of a liability for asset retirement obligation is recognized if a reasonable estimate of the fair value can be made. The liability for asset retirement cost is
capitalized by increasing the carrying amount of the related long-lived asset and is depreciated over its useful life. The estimated removal liabilities are based on historical cost information, industry factors and engineering estimates. The
Company measures changes in liability for an asset retirement obligation due to passage of time by applying an interest method of allocation to the amount of the liability at the beginning of the period. The interest rate used to measure that change
is the credit-adjusted risk-free rate that existed when the liability was initially measured. That accretion is recognized as an increase in the carrying amount of the liability and as an expense classified as interest expense in the statement of
operations.



F-12



---

| | m. | Impairment of long-lived assets
| | -- | -------------------------------

The Company evaluates the carrying amount of its long-lived assets for impairment whenever events or circumstances indicate the carrying amount of such assets may not be recoverable. The Company subjects
such assets to a test of recoverability based on the undiscounted cash flows from use or disposition of such assets. If the carrying amount of the asset exceeds the undiscounted cash flows, the Company recognizes an impairment loss measured as the
amount by which the carrying amount of the long-lived asset exceeds the fair value.



| | n. | Derivative financial instruments
| | -- | --------------------------------

The Company uses derivative financial instruments such as forward exchange contracts and derivative instruments such as cross currency swap contracts to mitigate the risk of changes in foreign exchange
rates. The Company is also exposed to market risks associated with changes in interest rates. The Company uses derivative instruments such as interest rate swaps to manage its exposure to interest rate movements relating to its variable-rate
long-term debts. The counterparty to these contracts is generally a bank.

In respect of cash flow and net investment hedges,
the Company formally documents all relationships between hedging instruments and hedged items, as well as the risk-management objective and strategy for undertaking various hedge transactions.

The Company formally assesses, both at the hedges inception and on a quarterly basis, whether the derivatives that are used in
hedging transactions have been highly effective in offsetting changes in the cash flows and in the fair values of the hedged items and whether those derivatives may be expected to remain highly effective in future periods. When it is determined that
a derivative is not, or has ceased to be, highly effective as a hedge, the Company discontinues hedge accounting prospectively.

Derivative instruments are recorded at fair value on the balance sheet. The effective portion of the change in the fair value of a
derivative that is designated as a cash flow hedge is recorded in accumulated other comprehensive income. When the hedged item affects earnings the gain or loss included in accumulated other comprehensive income is reported on the same line in the
consolidated statements of operations as the hedged item. In addition, both the fair value of changes excluded from the Companys effectiveness assessments and the ineffective portion of the changes in the fair value of derivatives used as cash
flow hedges are reported in interest expense line in the consolidated statements of operations.

When hedge accounting is
discontinued, the derivative is adjusted for changes in fair value through earnings. For cash flow hedges, gains and losses that were deferred in accumulated other comprehensive income as a component of shareholders equity in connection with
hedged assets or liabilities will be recognized in interest expense in the same period the hedged item affects earnings.

Gains
and losses on hedging instruments designated as hedges of the net investments in foreign operations are recognised in foreign currency translation reserve included in accumulated other comprehensive income to the extent that the hedging relationship
is effective. In addition, both the fair value of changes excluded from the Companys effectiveness assessments and the ineffective portion of the changes in the fair value of derivatives used as net investment hedges are reported in other
non-operating income/loss in the consolidated statement of operations. Gains and losses accumulated in the other comprehensive income are included in the statement of operations when the foreign operation is disposed off.

Changes in fair value of derivative instruments that are not designated as a hedge are recorded immediately in other non-operating
income/expense.



| | o. | Revenue recognition
| | -- | -------------------

Revenues from voice, data and mobile roaming services are recognized based on usage when the minutes of voice calls are processed or data transmitted, based on contracted rates. Capacity contracts which
convey the right to use a specified capacity on an identified fiber for a stated period of time, which is substantially lower than its economic useful life are classified as operating lease arrangements. These contracts typically range for a period
between one and three years. Capacity contracts which do not convey the right to use a specified capacity on an identified fiber cable are accounted as service arrangements. Revenues from capacity contracts under operating lease and service
arrangements are recognized on a straight line basis over the period of the contracts. Amounts received in advance for any services are recorded as deferred revenue. In the event that a customer terminates an IRU prior to the expiry of the contract
and releases the Company from the obligation to provide future services, the remaining unamortized deferred revenue is recognized in the period the contract is terminated. Revenues from internet services are recognized based on usage by subscribers/
customers.



F-13



---

Revenue from sale of software licenses not requiring significant production, modification or
customization is recognized, when delivery has occurred, the fee is fixed, collectability is probable and the Company does not have any remaining obligation.

Revenue is recognized when collectability is reasonably assured. The Company evaluates collectability assessing a number of factors including credit worthiness and past transaction history of customers.



| | p. | Non-monetary transactions
| | -- | -------------------------

Exchange of network capacities with other telecommunication service providers are recorded as non-monetary transactions and measured at the carrying amount of the capacities relinquished, as these
exchanges are for similar productive assets used to provide telecommunication services to customers.



| | q. | Cost recognition
| | -- | ----------------

Cost and expenses are recognized as incurred and are classified according to their functions as follows:

Network and transmission costs

Network and transmission costs primarily
include interconnect charges paid or payable to domestic and foreign carriers for the termination of voice and data traffic, costs related to satellite, terrestrial and subsea leased circuits for the network backbone.

License fees

License fees are payable to the Department of Telecommunication (DoT), GOI for international long distance (ILD), national long distance (NLD) and internet service provider
(ISP) licenses and are computed in accordance with the respective license fee agreements. In South Africa, the Company holds an electronic communications service (ECS) and electronic communications network service (ECNS) licenses. The
Company additionally holds satellite hub ground station, satellite uplinking and various radio frequency spectrum licenses in South Africa and has access to a number of International Submarine Cable landing stations through its ECNS license issued
by ICASA.

Operating costs

Operating costs primarily include employee compensation and other related costs, outsourced manpower costs, repairs and maintenance, utilities, advertising and marketing, legal and professional fees,
allowances for uncollectible accounts receivables and other current assets, travel, insurance and other administrative costs.



| | r. | Compensated absences
| | -- | --------------------

The Company provides for the cost of vacation earned based on the number of days of unutilized leave entitled at each balance sheet date.



| | s. | Foreign currency
| | -- | ----------------

The functional currency of Tata Communications India and its Indian subsidiaries is the Indian Rupee, whereas the functional currency of TCIPL and its subsidiaries and VSNL SNOSPV Pte Ltd. is the United
States Dollar, the functional currency of SEPCO Group is South African Rands (ZAR) and that of all other subsidiaries and equity method investees, the currency in the country of incorporation.

Foreign currency transactions are converted into the functional currency at the exchange rates prevailing on the date of transaction.
Foreign currency denominated monetary assets and liabilities are translated into functional currency using the exchange rates prevailing on the balance sheet dates. Gains and losses on translation of foreign currency denominated monetary assets and
liabilities are included in determination of earnings except gains and losses on foreign currency intra-entity transaction that are of a long term investment nature are recorded in foreign currency translation reserve in accumulated other
comprehensive income.

The financial statements of foreign subsidiaries and equity method investees are translated into Indian
rupees for the purposes of consolidation as follows: income statement items are translated at the average exchange rates for the period; assets and liabilities are translated at the exchange rates prevailing on the balance sheet dates. Unrealized
translation gains and losses are reported in accumulated other comprehensive income.



| | t. | Operating leases and service contracts
| | -- | --------------------------------------

Purchase of capacity on specified cables for a stated period of time which is substantially lower than the economic lives of the cables are classified as operating lease, and recognized as expense on a
straight-line basis over the contracted period.



F-14



---

Capacity purchase contracts which do not transfer the right to use any specific cable and do
not identify capacity in specific cable, and under which the service provider can meet its obligation by routing the Companys traffic utilizing capacity in any of its cable depending on availability are accounted as service contracts. Capacity
expense under service contracts are recognized on a straight-line basis over the contract period.



| | u. | Income taxes
| | -- | ------------

Income tax expense comprises current income tax expense and changes in deferred tax assets and liabilities during the year.

Current income taxes:

Current income tax expense comprises taxes on income
from operations in India and foreign tax jurisdictions. Income taxes payable in India is determined in accordance with the provisions of the Indian Income Tax Act of 1961. The current income tax expense for overseas subsidiaries has been computed
based on the laws applicable to each entity in the jurisdiction in which that entity operates.

Advance taxes and liabilities
for current income taxes are presented in the balance sheet after off-setting advance taxes and income taxes liabilities arising in the same tax jurisdiction pertaining to same financial year and where the Company intends to settle the asset and
liability on a net basis.

Deferred income taxes:

Deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the carrying amounts
of assets and liabilities and their respective tax bases, and unutilized business loss carry forwards. Deferred tax assets and liabilities are computed separately for each taxable entity in the consolidated enterprise and for each taxable
jurisdiction. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. In assessing the likelihood of realization, management considers estimates of future taxable
income, the character of income needed to realize future tax benefits, and all available evidence. The Company offsets deferred tax assets and deferred tax liabilities relating to taxes on income levied by the same governing tax authorities.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in
which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the income statement in the period of enactment of the change.

Uncertain tax positions are recognized using the more-likely-than-not threshold determined solely based on technical merits that the tax
positions will sustain upon examination. Tax positions that met recognition threshold are measured as the largest amount of tax benefit that is greater than 50 percent likely of being realized upon settlement with a taxing authority that has full
knowledge of all relevant information. Interest and penalties relating to uncertain tax positions are classified as income tax expense in the statement of operations and reduced from advance income taxes which are presented in the balance sheet
under non-current assets. Interest income on repayment of income taxes is presented separately in the statement of operations as an element of non-operating income.



| | v. | Earnings per share
| | -- | ------------------

Basic earnings per equity share have been computed by dividing net income by the weighted average number of equity shares outstanding for the period. The Company did not have any dilutive potential equity
shares outstanding in any of the periods presented.



| | w. | Employee benefit plans
| | -- | ----------------------



| | A. | Domestic:
| | -- | ---------



| | a) | Defined Contribution plan
| | -- | -------------------------



| |  |  | Provident Fund
| | - |  | --------------

The Company makes contribution towards provident fund to a defined contribution retirement benefit plan for qualifying employees. The provident fund is administered by the Trustees of the Tata
Communications Employees Provident Fund Trust. Under this scheme, the Company is required to contribute a specified percentage of payroll cost to fund the benefits which is expensed as incurred.



F-15



---

| | b) | Defined Benefit Plans
| | -- | ---------------------



| |  |  | Gratuity
| | - |  | --------

The Company makes annual contributions for Employees Gratuity scheme to a fund administered by trustees covering all eligible employees. The plan provides for lump sum payment to vested employees at
retirement, death while in employment or on termination of employment, an amount equivalent to 15 days salary payable for each completed year of service or part thereof in excess of six months. Vesting occurs upon completion of five years of
service. The Company accounts for the liability for gratuity benefits payable in future based on an actuarial valuation. The difference between the fair value of plan assets and benefit obligation recognized, is reported in the balance sheet as a
net asset or liability.



| |  |  | Medical Benefit
| | - |  | ---------------

The Company reimburses domiciliary and hospitalization expenses incurred by eligible and qualifying employees and their dependent family members not exceeding certain specified limits under the Tata
Communications employees medical reimbursement scheme. The scheme provides for cashless hospitalization where the claims are directly settled / reimbursed by the Company. Tata Communications India account for the liability for medical benefits
based on an actuarial valuation.



| |  |  | Pension Plan
| | - |  | ------------

Benefits under the pension plan covered by purchased annuity contracts are excluded from benefit obligations. On the date of purchase, the excess of the purchase price of the participating annuity
contract over the price of an equivalent non participating annuity contract is recognized as an asset and is subsequently measured at fair value.



| | B. | International:
| | -- | --------------

The Companys defined benefit pension plans, covering certain employees, include a contributory plan, a non-contributory plan and a supplementary employee retirement plan (SERP). The
benefits under the defined benefit plans are based on various factors, such as years of service and compensation. For certain employees, the Company also offers a non-pension post-retirement benefit plan covering retiree life insurance and health
care coverage. In addition to these plans, there are defined contribution plans qualifying under Section 401(k) of the Internal Revenue Code for U.S. employees, a Registered Retirement Savings plan (RRSP) for Canadian employees,
enabling qualified employees to contribute on a tax-deferred basis, and a Group Stakeholder Pension Plan (GSPP) for UK employees, enabling qualified employees to contribute on a tax-deferred basis.

The Company also has a defined contribution plan in South Africa under which it pays a fixed percentage of employees remuneration
as contributions into a separate fund, and will have no further legal or constructive obligations to pay additional contributions if the fund does not hold sufficient assets to pay all employee benefits relating to employee services in the current
and prior periods. Contributions to defined contribution plans in respect of services during a period are recognised as an employee benefit expense when they are due.



| |  |  | Actuarial gain (loss)
| | - |  | ---------------------

The corridor method is used to amortize actuarial gains and losses (such as changes in actuarial assumptions and experience gains and losses). Under the corridor method, amortization is recorded only if
the accumulated net actuarial gains or losses exceed 10% of the greater of the projected benefit obligation and the value of the plan assets.



| | x. | Fair Value Measurements
| | -- | -----------------------

Company measures the fair value of financial instruments in accordance with ASC 820-10 Fair Value Measurement and Disclosure which establishes the frame work for measuring fair value and also
provides certain disclosure requirements. Primarily, AFS investment, derivative assets and liabilities are carried at fair value.

The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consists of the following three levels:

Level 1Inputs are quoted prices in active markets for identical assets or liabilities.

Level 2Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets
or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data.

Level 3Inputs which are unobservable reflecting internal assumptions are used in pricing assets or liabilities.



F-16



---

| | y. | New accounting pronouncements
| | -- | -----------------------------

In December 2011, the FASB issued ASU 2011-11 Balance Sheet (Topic 201): Disclosure about Offsetting Assets and Liabilities. The new accounting guidance requires entities to disclose
information about offsetting and related arrangements to enable financial statement users to understand the effect of such arrangements on the statement of financial position as well as to improve comparability of balance sheets prepared under
USGAAP and IFRS. Further in January 2013, the FASB issued ASU 2013-01 Balance Sheet (Topic 201): Clarifying the scope of Disclosures about Offsetting Assets and Liabilities. The amendments clarify that the scope of Update 2011-11 applies
to derivatives instruments accounted for in accordance with Topic 815, Derivatives and Hedging, including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending
transactions that are either offset in accordance with Section 210-20-45 or Section 815-10-45 or subject to an enforceable master netting arrangement or similar agreement. The new guidance as well as the clarification is effective for
fiscal years beginning on or after January 1, 2013 and interim periods within those years. The Company is in the process of assessing the effect of adoption of ASU 2011-11 and ASU 2013-01 on the Companys consolidated financial positions
and results of operations.

In July 2012, the FASB issued ASU 2012-02 IntangiblesGoodwill and Other (Topic
350): Testing indefinite-lived intangible assets for Impairment. Under the revised guidance the entities testing impairment of indefinite-lived intangible assets other than goodwill have the option to first assess qualitative factors to
determine whether it is necessary to perform the quantitative impairment test. Entities electing to perform a qualitative assessment is no longer required to calculate the fair value of an indefinite-lived intangible asset unless the entity
determines, based on a qualitative assessment, that it is more likely than not that the asset is impaired. ASU 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15,
2012. The Company is in the process of assessing whether or not to elect the option to evaluate the qualitative factors in future years.

In February 2013, the FASB issued ASU 2013-02 Comprehensive Income (Topic 220)Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. The new guidance requires
an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the
notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the
same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under U.S. GAAP that provide additional detail
about those amounts. The new guidance is effective prospectively for reporting periods beginning after December 15, 2012. Other than the presentation changes that would be required by ASU 2013-02, the adoption of this ASU will not have a
material impact on the Companys consolidated financial positions and results of operations.

In February 2013, the FASB
issued ASU 2013-04 Liabilities (Topic 405)Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date. The guidance in this Update requires an
entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date, as the sum of the amount the reporting entity agreed
to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this update also requires an entity to disclose the nature and amount of the
obligation as well as other information about those obligations. The amendments in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013 and should be applied retrospectively to
all prior periods presented for those obligations resulting from joint and several liability arrangements within the Updates scope that exist at the beginning of an entitys fiscal year of adoption. The adoption of ASU 2013-04 will not
have a material impact on the Companys consolidated financial positions and results of operations.



| | z. | Convenience Translation
| | -- | -----------------------

The consolidated financial statements have been expressed in Indian rupees (


LOGO
), the Companys reporting currency. For the convenience of the readers in the United States of America the consolidated financial statements as of and for the year ended March 31, 2013 have been
translated into US dollars at US$ 1.00 =


LOGO
 54.52 based on the certified foreign exchange rates published by Federal Reserve Bank of New York on March 31, 2013. Such convenience translation should not be construed as a representation that the Indian rupee
amounts have been or could be converted into US dollars at this or at any other rate of exchange, or at all.



F-17



---

|3. | Business acquisition
|-- | --------------------



| | i. | On May 30, 2011, the Company acquired an additional ownership interest in SEPCO of 24.50% for a cash consideration of


LOGO
 2,806 million including the assumption of loans given by seller to SEPCO. As a result of this additional acquisition, Tata Communications equity ownership interest in SEPCO increased from 43.16% to 67.66% and
effective interest in Neotel increased from 49.01% to 61.50% as on May 30, 2011. Consequently, the SEPCO Group became a subsidiary and has been consolidated from the date of acquisition of controlling interest. As on March 31, 2012, the
Company subscribed to additional shares of SEPCO Group, due to which the Companys effective ownership interest in SEPCO Group increased from 61.50% to 64.10%.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The following table summarises the consideration paid for SEPCO Group and fair value of the assets acquired and liabilities assumed at
the acquisition date, as well as the fair value at the acquisition date of the non-controlling interest in SEPCO Group.



|                                                                               |  |             |         |  
|------------------------------------------------------------------------------ |  | ----------- | ------- | -
|At May 30, 2011                                                                |  | In millions |        
|Consideration                                                                  |  |             |         |  
|Cash                                                                           |  | LOGO        | 2,806   |  
|Fair value of Companys previously held interest prior to business combination |  |             | 11,821  |  
|                                                                               |  |             |         |  
|                                                                               |  | LOGO        | 14,627  |  
|                                                                               |  |             |         |  
|                                                                               | 
|Recognized amount of identifiable assets acquired and liabilities assumed      |  |             |        
|                                                                               |  | In millions |        
|Cash and cash equivalents                                                      |  | LOGO        | 758     |  
|Accounts Receivable                                                            |  |             | 2,882   |  
|Prepaid and other assets                                                       |  |             | 826     |  
|Property, plant and equipment                                                  |  |             | 23,862  |  
|Identifiable intangible assets                                                 |  |             | 3,188   |  
|Deferred tax assets (net)                                                      |  |             | 5,252   |  
|Account payable and other liabilities                                          |  |             | (9,190  | )
|Borrowings                                                                     |  |             | (33,968 | )
|                                                                               |  |             |         |  
|Total identifiable net liabilities                                             |  |             | (6,390  | )
|                                                                               |  |             |         |  
|Non-controlling interest                                                       |  |             | (1,146  | )
|Goodwill                                                                       |  |             | 22,163  |  
|                                                                               |  |             |         |  
|                                                                               |  | LOGO        | 14,627  |  
|                                                                               |  |             |         |  

The total gross amounts of accounts receivables was


LOGO
 4,094 million of which


LOGO
 1,212 million was expected to be uncollectible.

The fair value of property, plant and
equipment was estimated using the depreciated replacement cost. Identifiable intangible assets consist mainly of


LOGO
 1,022 million and


LOGO
 1,592 million relating to customer relationships and Neotel brand respectively. Fair values of customer relationships were determined using the excess earnings method and that of the brand using the
royalty relief method.

The fair value of the non-controlling interest was estimated applying the income approach. The fair
value measurement is based on forecast of revenues and earnings before interest, taxes, depreciation and amortization (referred to as EBITDA) which consists of significant inputs that are not observable in the market and thus represents a fair value
measurement categorized within level 3 of the fair value hierarchy as described in note 2(x). Key assumptions include a discount rate of 17.70%, terminal value based on a long term sustainable growth rate in EBITDA of 4 %, and adjusted because
of the lack of control and marketability that market participants would consider when measuring the fair value of non-controlling interest in SEPCO Group.



F-18



---

The remeasurement of the Companys previously held interest in SEPCO Group to fair
value resulted in a gain of


LOGO
 11,047 million which has been recognised in the statement of operations for fiscal 2012.

The goodwill is attributable to the expected profitability of the acquired business and to the strong lead that this acquisition provides
in South Africa and other African markets which are expected to grow significantly. Goodwill is not deductible for tax purpose.

The following table presents unaudited supplemental pro-forma results of operations for fiscals 2011 and 2012 giving effect to the
acquisition relating to SEPCO Group, as if it had occurred on April 1, 2010:



|                                         |  |                 |         |   |      |      |         |  
|---------------------------------------- |  | --------------- | ------- | - | ---- | ---- | ------- | -
|                                         |  | As of March 31, |        
|                                         |  | 2011            |         |   | 2012 |     
|                                         |  | (unaudited)     |        
|                                         |  | (In millions)   |        
|Revenues from telecommunication services |  | LOGO            | 126,607 |   |      | LOGO | 142,177 |  
|Net loss                                 |  |                 | (14,101 | ) |      |      | (13,002 | )

The supplemental unaudited pro-forma results for fiscal 2012 were adjusted to exclude


LOGO
 11,047 million of gain on re-measurement of previously held interest in SEPCO Group to fair value.

During the fiscal 2013, the Company acquired a further 2.38% equity ownership interest in SEPCO Group for cash consideration of


LOGO
 922 million (US$ 17 million) thereby increasing its equity ownership interest to 66.48%. Further, the Company subscribed to additional shares of SEPCO Group including the unsubscribed equity calls of
non-controlling shareholders, due to which the Companys effective interest in SEPCO Group increased to 67.32% as on March 31, 2013.



| | ii. | In fiscal 2010, the Company acquired equity ownership of 22.86% in BitGravity, Inc (BitGravity) for


LOGO
 62 million. In September 2010, the Company acquired additional equity interest of 22.86% in BitGravity for


LOGO
 66 million and in February 2011, the Company acquired controlling interest by purchasing equity interest of 54.28% for


LOGO
 265 million. The aggregate purchase consideration including the fair value of previously held equity shares and convertible debt including interest accrued thereon was


LOGO
 987 million. The fair value of net assets was


LOGO
 390 million (including fair value of identifiable intangible assets of


LOGO
 276 million resulting in goodwill of


LOGO
 597 million. The re-measurement of previously held interest on the acquisition date resulted in a gain of


LOGO
 128 million which has been included in non-operating income. The impact of fair valuation of convertible debt was insignificant on the date of acquisition.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

This acquisition does not have material impact on the operations of the Company and pro-forma disclosures have not been presented.



|4. | Cash and cash equivalents
|-- | -------------------------

Cash and cash equivalents consist of the following:



|                                                                       |               |                 |       |      |  |      |       |  |  |     |     | 
|---------------------------------------------------------------------- | ------------- | --------------- | ----- | ---- |  | ---- | ----- |  |  | --- | --- | 
|                                                                       |               | As of March 31, |      
|                                                                       | 2012          |                 |       | 2013 | 
|                                                                       | (In millions) |                
|Cash                                                                   |               | LOGO            | 1     |      |  | LOGO | 1     |  |  | US$ |    | 
|Current account balances and deposits with banks in Indian rupees      |               |                 | 611   |      |  |      | 3,001 |  |  |     | 55  | 
|Current account balances and deposits with banks in foreign currencies |               |                 | 2,146 |      |  |      | 2,707 |  |  |     | 50  | 
|                                                                       |               |                 |       |      |  |      |       |  |  |     |     | 
|Total                                                                  |               | LOGO            | 2,758 |      |  | LOGO | 5,709 |  |  | US$ | 105 | 
|                                                                       |               |                 |       |      |  |      |       |  |  |     |     | 

Cash and cash equivalents of


LOGO
 1,149 million and


LOGO
 1,126 million as of March 31, 2013 and 2012, respectively are held in South Africa.



F-19



---

|5. | Short-term bank deposits
|-- | ------------------------

Short-term bank deposits as of March 31, 2013 includes restricted deposit of


LOGO
 2,964 million (US$ 54 million) placed with a bank as a collateral for increase in credit limit extended to a subsidiary.



|6. | Accounts receivable
|-- | -------------------

Changes in the allowances for uncollectible accounts receivable are as follows:



|                                        |               |                 |       |      |  |  |             |   |  |      |       |   |  |     |    |  
|--------------------------------------- | ------------- | --------------- | ----- | ---- |  |  | ----------- | - |  | ---- | ----- | - |  | --- | -- | -
|                                        |               | As of March 31, |      
|                                        | 2011          |                 |       | 2012 |  |  | 2013        |  
|                                        | (In millions) |                
|Beginning balance                       |               | LOGO            | 2,502 |      |  |  | LOGO
2,452  |   |  | LOGO | 3,267 |   |  | US$ | 60 |  
|Additional allowances for the year      |               |                 | 974   |      |  |  | 1,070       |   |  |      | 1,255 |   |  |     | 23 |  
|Recoveries                              |               |                 | (490  | )    |  |  | (423        | ) |  |      | (363  | ) |  |     | (7 | )
|Uncollectible receivables written off   |               |                 | (527  | )    |  |  |            |   |  |      | (57   | ) |  |     | (1 | )
|Foreign currency translation adjustment |               |                 | (7    | )    |  |  | 168         |   |  |      | 55    |   |  |     | 1  |  
|                                        |               |                 |       |      |  |  |             |   |  |      |       |   |  |     |    |  
|Ending balance                          |               | LOGO            | 2,452 |      |  |  | LOGO
 3,267 |   |  | LOGO | 4,157 |   |  | US$ | 76 |  
|                                        |               |                 |       |      |  |  |             |   |  |      |       |   |  |     |    |  

The Company has customer concentration risk, as disclosed in the table below showing the aggregated
accounts receivable for five largest customers as of March 31, 2012 and 2013, respectively. Tata Communications exposure to other customers is diversified, and no other single customer has more than 1.8% and 1.9% of outstanding accounts
receivable at March 31, 2012 and 2013 respectively.

Balances due from major customers are as follows:



|           |                                   |                      |        |  |  |  |     |  
|---------- | --------------------------------- | -------------------- | ------ |  |  |  | --- | -
|           |                                   | As of March 31, 2012 |       
|           | (In millions, except percentages) |                     
|Customer H |                                   | LOGO                 | 2,958  |  |  |  | 11  | %
|Customer F |                                   |                      | 1,349  |  |  |  | 5   | %
|Customer Q |                                   |                      | 808    |  |  |  | 3   | %
|Customer G |                                   |                      | 613    |  |  |  | 2   | %
|Customer C |                                   |                      | 464    |  |  |  | 2   | %
|Others     |                                   |                      | 20,020 |  |  |  | 77  | %
|           |                                   |                      |        |  |  |  |     |  
|Total      |                                   | LOGO                 | 26,212 |  |  |  | 100 | %
|           |                                   |                      |        |  |  |  |     |  



|           |  |                                   |        |  |  |     |     |  |  |  |     |  
|---------- |  | --------------------------------- | ------ |  |  | --- | --- |  |  |  | --- | -
|           |  | As of March 31, 2013              |       
|           |  | (In millions, except percentages) |       
|Customer H |  | LOGO                              | 3,715  |  |  | US$ | 68  |  |  |  | 12  | %
|Customer Q |  |                                   | 1,838  |  |  |     | 34  |  |  |  | 6   | %
|Customer G |  |                                   | 888    |  |  |     | 16  |  |  |  | 3   | %
|Customer S |  |                                   | 786    |  |  |     | 15  |  |  |  | 2   | %
|Customer R |  |                                   | 618    |  |  |     | 11  |  |  |  | 2   | %
|Others     |  |                                   | 24,265 |  |  |     | 445 |  |  |  | 75  | %
|           |  |                                   |        |  |  |     |     |  |  |  |     |  
|Total      |  | LOGO                              | 32,110 |  |  | US$ | 589 |  |  |  | 100 | %
|           |  |                                   |        |  |  |     |     |  |  |  |     |  



F-20



---

|7. | Prepaid expenses and other current assets
|-- | -----------------------------------------

Prepaid expenses and other current assets include the following:



|                                                                                                                                                |               |                 |       |      |  |      |       |  |  |     |     | 
|----------------------------------------------------------------------------------------------------------------------------------------------- | ------------- | --------------- | ----- | ---- |  | ---- | ----- |  |  | --- | --- | 
|                                                                                                                                                |               | As of March 31, |      
|                                                                                                                                                | 2012          |                 |       | 2013 | 
|                                                                                                                                                | (In millions) |                
|Prepaid expenses                                                                                                                                |               | LOGO            | 3,439 |      |  | LOGO | 3,112 |  |  | US$ | 57  | 
|Advances to suppliers and contractors (net of allowances ofLOGO
 70 million and


LOGO
 131 million as of March 31, 2012 and 2013 respectively) |               |                 | 325   |      |  |      | 265   |  |  |     | 5   | 
|Deferred income taxes (See note 18)                                                                                                             |               |                 | 2,132 |      |  |      | 2,405 |  |  |     | 44  | 
|Recoverable indirect tax                                                                                                                        |               |                 | 672   |      |  |      | 1,103 |  |  |     | 20  | 
|Derivative financial instruments                                                                                                                |               |                 |      |      |  |      | 51    |  |  |     | 1   | 
|Others (net of allowances of


LOGO
 617 million and


LOGO
 588 million as of March 31, 2012 and 2013 respectively)                            |               |                 | 1,005 |      |  |      | 1,012 |  |  |     | 19  | 
|                                                                                                                                                |               |                 |       |      |  |      |       |  |  |     |     | 
|Total                                                                                                                                           |               | LOGO            | 7,573 |      |  | LOGO | 7,948 |  |  | US$ | 146 | 
|                                                                                                                                                |               |                 |       |      |  |      |       |  |  |     |     | 



|8. | Investments
|-- | -----------

Investments consist of the following:



|                                              |               |                 |       |  |      |      |       |  |  |     |     | 
|--------------------------------------------- | ------------- | --------------- | ----- |  | ---- | ---- | ----- |  |  | --- | --- | 
|                                              |               | As of March 31, |      
|                                              |               | 2012            |       |  | 2013 |     
|                                              | (In millions) |                
|Current investments                           |               |                 |       |  |      |      |       |  |  |     |     | 
|Investments available-for-sale, at fair value |               | LOGO            |      |  |      | LOGO | 5,689 |  |  | US$ | 104 | 
|Non-current investments                       |               |                 |       |  |      |      |       |  |  |     |     | 
|Investments at cost, net                      |               |                 | 4,104 |  |      |      | 4,109 |  |  |     | 75  | 
|                                              |               |                 |       |  |      |      |       |  |  |     |     | 
|Total                                         |               | LOGO            | 4,104 |  |      | LOGO | 9,798 |  |  | US$ | 179 | 
|                                              |               |                 |       |  |      |      |       |  |  |     |     | 

Information on unrealized gains and losses from investments in available-for-sale securities is as
follows:



|                                    |               |               |       |  |                       |      |   |            |  |      |       | 
|----------------------------------- | ------------- | ------------- | ----- |  | --------------------- | ---- | - | ---------- |  | ---- | ----- | 
|                                    |               | Amortizedcost |       |  | Gross Unrealizedgains |      |   | Fair value | 
|                                    | (In millions) |              
|Available-for-sale securities       |               |               |       |  |                       |      |   |            |  |      |       | 
|As of March 31,2012;                |               |               |       |  |                       |      |   |            |  |      |       | 
|Mutual Funds                        |               | LOGO          |      |  |                       | LOGO |  |            |  | LOGO |      | 
|                                    |               |               |       |  |                       |      |   |            |  |      |       | 
|Total available-for-sale securities |               | LOGO          |      |  |                       | LOGO |  |            |  | LOGO |      | 
|                                    |               |               |       |  |                       |      |   |            |  |      |       | 
|As of March 31,2013;                |               |               |       |  |                       |      |   |            |  |      |       | 
|Mutual Funds                        |               | LOGO          | 5,684 |  |                       | LOGO | 5 |            |  | LOGO | 5,689 | 
|                                    |               |               |       |  |                       |      |   |            |  |      |       | 
|Total available-for-sale securities |               | LOGO          | 5,684 |  |                       | LOGO | 5 |            |  | LOGO | 5,689 | 
|                                    |               |               |       |  |                       |      |   |            |  |      |       | 
|                                    |               | US$           | 104   |  |                       | US$  |  |            |  | US$  | 104   | 
|                                    |               |               |       |  |                       |      |   |            |  |      |       | 

Dividends from investments were


LOGO
 3 million,


LOGO
 Nil and


LOGO
 Nil in fiscals 2011, 2012 and 2013 respectively.

In fiscal 2011, the proceeds and gross realized
gains from sale of available-for-sale securities were


LOGO
 22,449 million and


LOGO
 138 million, respectively. On sale of these securities, unrealized gain of


LOGO
 52 million were reclassified from accumulated other comprehensive loss to earnings.



F-21



---

In fiscal 2012, the proceeds and gross realized gain from sale of available-for-sale
securities were


LOGO
 51,648 million and


LOGO
 379 million, respectively. On sale of these securities, unrealized gain of


LOGO
 4 million were reclassified from accumulated other comprehensive loss to earnings.

In
fiscal 2013, the proceeds and gross realized gain from sale of available-for-sale securities were


LOGO
 49,189 million (US$ 902 million) and


LOGO
 180 million (US$ 3 million), respectively. On sale of these securities, unrealized gain of


LOGO
 Nil were reclassified from accumulated other comprehensive loss to earnings.

In fiscal 2009, the
Company partially sold its investment in Tata Teleservices Limited (TTSL), a cost method investment, with carrying amount of


LOGO
 338 million to NTT Docomo Inc. (the buyer) for a cash consideration of


LOGO
 4,242 million and realized a gain of


LOGO
 3,904 million, reducing its ownership interest in TTSL from 14.43% to 10.66%. As of March 31, 2013, the Companys effective ownership interest is 9.33%. The carrying value of TTSL investment is


LOGO
 4,074 million (US$ 75 million) as on March 31, 2013.

The Company has an option to
reacquire TTSL shares at fair value if any of the TTSLs competitor acquires more than 10% of voting interest in buyer. The buyer has the option to sell the TTSL shares to the Company, at fair value, in the event any competitor of the buyer
acquires more than 10% ownership interest in TTSL.

The buyer has an option to acquire additional interests in TTSL from the
Company, at fair value, if TTSL does not meet certain performance targets by 2014. Additionally, the buyer has an option (referred to as the put option), to sell its interest in TTSL to the Company at the higher of fair value or 50% of the
consideration paid (dependent on current applicable Indian foreign exchange regulations) by the buyer in the event TTSL does not meet any of the performance targets by 2014. The Company recognized the sale and recorded a gain, as the Companys
options to reacquire the shares are at fair value and therefore do not provide more than a trivial benefit to the Company. The exercise of put option was not considered probable as of March 31, 2009, and therefore the put option does not
preclude the recognition of the sale and consequently the gain in determination of earnings. The put option is in the nature of a guarantee and fair value of guarantee at inception and as of March 31, 2013 was insignificant.

The Company has provided guarantee relating to representations and warranties in connection with the sale of Companys investment in
TTSL. These representation and warranties mainly relate to the validity of the Companys title to TTSL shares, validity of the sale and issuance of the shares by the Company and TTSL, validity of TTSLs telecommunication license.
Additionally the guarantee indemnify the buyer against any loss on account of unrecorded or undisclosed liabilities, and for any loss that the buyer may incur in relation to TTSLs contingent liabilities existing as on the date of sale
agreements. The share of the Company in respect of specified contingent liabilities is


LOGO
 417 million (US$ 8 million).



|9. | Investments in equity method investees
|-- | --------------------------------------

Till May 29, 2011, the Companys effective equity ownership interest in SEPCO Group was 49.01%. Additionally,
the Company made investments of


LOGO
 255 million in fiscal 2012 (till date of acquisition of control). As described in note 3(i), the Company acquired majority equity ownership interest in SEPCO Group on May 30, 2011.

In fiscals 2011 and 2012 (till date of acquisition of control), the Companys share of loss in SEPCO Group was


LOGO
 5,534 million and


LOGO
 972 million respectively. Of this loss of


LOGO
 83 million and


LOGO
 452 million has been allocated against investment and balance excess loss of


LOGO
 5,451 million and


LOGO
 520 million has been allocated against loans in fiscal 2011 and 2012 (till date of acquisition of control), respectively.

Summarized combined financial information of SEPCO Group accounted for under the equity method is as follows:



|                                             |               |      |        |  |       |      |       | 
|-------------------------------------------- | ------------- | ---- | ------ |  | ----- | ---- | ----- | 
|                                             |               | 2011 |        |  | 2012* |     
|                                             | (In millions) |     
|Revenues                                     |               | LOGO | 14,807 |  |       | LOGO | 2,607 | 
|Network and transmission cost                |               |      | 7,993  |  |       |      | 1,278 | 
|Loss from continuing operations before taxes |               |      | 11,175 |  |       |      | 1,985 | 
|Net loss                                     |               |      | 11,293 |  |       |      | 1,985 | 



|* | Till the date of acquisition.
|- | -----------------------------

In fiscal 2011
(till the date of acquisition of control in BitGravity), the Companys share of loss in BitGravity as an equity method investee was


LOGO
 121 million.

In fiscal 2012 and 2013, Neotel (Pty) Ltd has equity ownership interest of 20% in Number
Portability Company (Pty) Limited. In fiscal 2012 and 2013, the share of income in Number Portability Company (Pty) Limited was


LOGO
 12 million and


LOGO
 3 million respectively.

During fiscal years ended 2011 and 2012, Tata Communications had equity ownership
interest in United Telecom Limited (UTL) of 26.66%. In fiscal 2011, 2012 and 2013, the Companys share of income /(loss) in UTL was


LOGO
 19 million,


LOGO
 16 million and


LOGO
 (237) million, respectively.



F-22



---

|10. | Property, plant and equipment, net
|--- | ----------------------------------



|                                      |               |                 |         |      |  |      |         |   |  |     |        |  
|------------------------------------- | ------------- | --------------- | ------- | ---- |  | ---- | ------- | - |  | --- | ------ | -
|                                      |               | As of March 31, |        
|                                      | 2012          |                 |         | 2013 | 
|                                      | (In millions) |                
|Land                                  |               | LOGO            | 921     |      |  | LOGO | 926     |   |  | US$ | 17     |  
|Leasehold improvements                |               |                 | 1,405   |      |  |      | 1,950   |   |  |     | 36     |  
|Buildings                             |               |                 | 8,637   |      |  |      | 8,478   |   |  |     | 155    |  
|Plant and machinery                   |               |                 | 181,235 |      |  |      | 201,770 |   |  |     | 3,701  |  
|Computers                             |               |                 | 8,854   |      |  |      | 9,646   |   |  |     | 177    |  
|Motor vehicles                        |               |                 | 7       |      |  |      | 7       |   |  |     |       |  
|Furniture and fixtures                |               |                 | 1,806   |      |  |      | 1,937   |   |  |     | 35     |  
|                                      |               |                 |         |      |  |      |         |   |  |     |        |  
|Property, plant and equipment at cost |               |                 | 202,865 |      |  |      | 224,714 |   |  |     | 4,121  |  
|Less: Accumulated depreciation        |               |                 | (72,761 | )    |  |      | (92,533 | ) |  |     | (1,697 | )
|                                      |               |                 |         |      |  |      |         |   |  |     |        |  
|                                      |               |                 | 130,104 |      |  |      | 132,181 |   |  |     | 2,424  |  
|Add: Construction in progress         |               |                 | 10,989  |      |  |      | 7,629   |   |  |     | 140    |  
|                                      |               |                 |         |      |  |      |         |   |  |     |        |  
|Property, plant and equipment, net    |               | LOGO            | 141,093 |      |  | LOGO | 139,810 |   |  | US$ | 2,564  |  
|                                      |               |                 |         |      |  |      |         |   |  |     |        |  

As of March 31, 2012 and 2013, plant and machinery include IRUs as follows:



|                         |               |                 |        |      |  |      |         |   |  |     |      |  
|------------------------ | ------------- | --------------- | ------ | ---- |  | ---- | ------- | - |  | --- | ---- | -
|                         |               | As of March 31, |       
|                         | 2012          |                 |        | 2013 | 
|                         | (In millions) |                
|IRUs                     |               | LOGO            | 23,745 |      |  | LOGO | 26,990  |   |  | US$ | 495  |  
|Accumulated amortization |               |                 | (8,243 | )    |  |      | (10,337 | ) |  |     | (190 | )
|                         |               |                 |        |      |  |      |         |   |  |     |      |  
|IRUs, net                |               | LOGO            | 15,502 |      |  | LOGO | 16,653  |   |  | US$ | 305  |  
|                         |               |                 |        |      |  |      |         |   |  |     |      |  

The estimated amortization of IRUs for each of the five fiscal years subsequent to March 31,
2013 is as follows:



|           |  |                       |       |  |  |     |     | 
|---------- |  | --------------------- | ----- |  |  | --- | --- | 
|           |  | Year ending March 31, |      
|           |  | (In millions)         |      
|2014       |  | LOGO                  | 1,645 |  |  | US$ | 30  | 
|2015       |  |                       | 1,468 |  |  |     | 27  | 
|2016       |  |                       | 1,457 |  |  |     | 27  | 
|2017       |  |                       | 1,450 |  |  |     | 27  | 
|2018       |  |                       | 1,447 |  |  |     | 26  | 
|Thereafter |  |                       | 9,186 |  |  |     | 168 | 

Interest expense of


LOGO
 646 million,


LOGO
 489 million and


LOGO
 191 million (US$ 4 million) was capitalized during fiscals 2011, 2012 and 2013 respectively.

Depreciation expense of


LOGO
 12,908 million,


LOGO
 16,781 million and


LOGO
 18,541 million (US$ 341 million) in fiscals 2011, 2012 and 2013 respectively includes IRU amortization expense of


LOGO
 1,236 million,


LOGO
 1,485 million and


LOGO
 1,665 million (US$ 31 million), respectively.

In fiscal 2013, the Company and its
subsidiary has reassessed the useful economic life of undersea cables and has revised the useful life of undersea cables from 15 years to 20 years and batteries from 8/12 years to 4 years. The change in useful lives mainly relates to undersea cables
because of technological advancement of certain equipments enabling the existing undersea cable to carry higher capacity traffic for additional period of time. This has resulted in lower depreciation charge of


LOGO
 1,020 million (US$ 19 million) (net) for the year. This has resulted in a decrease of loss per share by


LOGO
 3.58 due to change in the useful economic life.



F-23



---

In fiscal 2013, the Company sold land and buildings in Chennai for a consideration of


LOGO
 1,923 million (US$ 35 million) resulting in a profit on sale of


LOGO
 1,896 Million (US$ 35 million).

As of March 31, 2013, property, plant and equipment include



LOGO
 1,314 million (US$ 24 million) under capital leases. The accumulated depreciation on leased assets is


LOGO
 961 million (US$ 18 million).

Asset retirement obligations

The Companys asset retirement obligations for fiscals 2012 and 2013 relate to the costs associated with the removal of long-lived
assets mainly cables and certain other telecommunication equipment when they will be retired.

The following is a
reconciliation of the asset retirement obligations for fiscals 2012 and 2013.



|                                         |               |      |     |  |      |      |     |  |  |     |    | 
|---------------------------------------- | ------------- | ---- | --- |  | ---- | ---- | --- |  |  | --- | -- | 
|                                         |               | 2012 |     |  | 2013 |     
|                                         | (In millions) |     
|Asset retirement obligations, April 1,   |               | LOGO | 632 |  |      | LOGO | 798 |  |  | US$ | 15 | 
|Liabilities incurred during the year     |               |      | 48  |  |      |      | 29  |  |  |     |   | 
|Accretion expense                        |               |      | 24  |  |      |      | 43  |  |  |     | 1  | 
|Foreign currency translation adjustments |               |      | 94  |  |      |      | 54  |  |  |     | 1  | 
|                                         |               |      |     |  |      |      |     |  |  |     |    | 
|Asset retirement obligations, March 31,  |               | LOGO | 798 |  |      | LOGO | 924 |  |  | US$ | 17 | 
|                                         |               |      |     |  |      |      |     |  |  |     |    | 



|11. | Intangible Assets
|--- | -----------------



|                       |                      |               |        |                          |  |      |                    |  |  |      |       | 
|---------------------- | -------------------- | ------------- | ------ | ------------------------ |  | ---- | ------------------ |  |  | ---- | ----- | 
|                       |                      | (In millions) |       
|                       | Gross carryingamount |               |        | Accumulated amortization |  |      | Net carryingamount | 
|As of March 31, 2012:  |                      |               |        |                          |  |      |                    |  |  |      |       | 
|Computer software      |                      | LOGO          | 6,524  |                          |  | LOGO | 3,588              |  |  | LOGO | 2,936 | 
|Customer relationships |                      |               | 3,997  |                          |  |      | 2,596              |  |  |      | 1,401 | 
|Brand Neotel         |                      |               | 1,614  |                          |  |      |                   |  |  |      | 1,614 | 
|License                |                      |               | 69     |                          |  |      | 6                  |  |  |      | 63    | 
|Favorable lease        |                      |               | 60     |                          |  |      | 27                 |  |  |      | 33    | 
|                       |                      |               |        |                          |  |      |                    |  |  |      |       | 
|                       |                      | LOGO          | 12,264 |                          |  | LOGO | 6,217              |  |  | LOGO | 6,047 | 
|                       |                      |               |        |                          |  |      |                    |  |  |      |       | 
|                       |                      |               |       
|As of March 31, 2013:  |                      |               |        |                          |  |      |                    |  |  |      |       | 
|Computer software      |                      | LOGO          | 8,463  |                          |  | LOGO | 5,079              |  |  | LOGO | 3,384 | 
|Customer relationships |                      |               | 4,046  |                          |  |      | 3,185              |  |  |      | 861   | 
|Brand Neotel         |                      |               | 1,426  |                          |  |      |                   |  |  |      | 1,426 | 
|License                |                      |               | 62     |                          |  |      | 9                  |  |  |      | 53    | 
|Favorable lease        |                      |               | 53     |                          |  |      | 53                 |  |  |      |      | 
|                       |                      |               |        |                          |  |      |                    |  |  |      |       | 
|                       |                      | LOGO          | 14,050 |                          |  | LOGO | 8,326              |  |  | LOGO | 5,724 | 
|                       |                      | US$           | 258    |                          |  | US$  | 153                |  |  | US$  | 105   | 
|                       |                      |               |        |                          |  |      |                    |  |  |      |       | 

Computer software includes software under development of


LOGO
 498 million and


LOGO
 72 million (US$ 1 million) as of March 31, 2012 and 2013 respectively.



F-24



---

Amortization expenses during fiscals 2011, 2012 and 2013 was


LOGO
 1,072 million,


LOGO
 1,548 million and


LOGO
 2,016 million (US$ 37 million) respectively. The aggregate amortization expense for intangible assets is estimated to be:



|                      |  |               |       |  |  |     |    | 
|--------------------- |  | ------------- | ----- |  |  | --- | -- | 
|Year ending March 31, |  | (In millions) |      
|2014                  |  | LOGO          | 1,505 |  |  | US$ | 28 | 
|2015                  |  |               | 1,149 |  |  |     | 21 | 
|2016                  |  |               | 486   |  |  |     | 9  | 
|2017                  |  |               | 360   |  |  |     | 7  | 
|2018                  |  |               | 315   |  |  |     | 6  | 
|Thereafter            |  |               | 411   |  |  |     | 8  | 



|12. | Goodwill
|--- | --------

The following table presents the movement in carrying value of goodwill:



|                                        |               |                 |        |      |  |      |        |   |  |     |     |  
|--------------------------------------- | ------------- | --------------- | ------ | ---- |  | ---- | ------ | - |  | --- | --- | -
|                                        |               | As of March 31, |       
|                                        | 2012          |                 |        | 2013 | 
|                                        | (In millions) |                
|Beginning balance                       |               | LOGO            | 6,361  |      |  | LOGO | 29,430 |   |  | US$ | 540 |  
|Additions during the year               |               |                 | 22,163 |      |  |      |       |   |  |     |    |  
|Foreign currency translation adjustment |               |                 | 906    |      |  |      | (2,280 | ) |  |     | (42 | )
|                                        |               |                 |        |      |  |      |        |   |  |     |     |  
|                                        |               |                 |       
|Ending balance                          |               | LOGO            | 29,430 |      |  | LOGO | 27,150 |   |  | US$ | 498 |  
|                                        |               |                 |        |      |  |      |        |   |  |     |     |  

The Companys goodwill is in respect of the following reporting units and segments:



|                                       |               |                 |        |      |  |      |        |  |  |     |     | 
|-------------------------------------- | ------------- | --------------- | ------ | ---- |  | ---- | ------ |  |  | --- | --- | 
|Reporting Unit                         |               | As of March 31, |       
|                                       | 2012          |                 |        | 2013 | 
|                                       | (In millions) |                
|International Voice                    |               | LOGO            | 4,178  |      |  | LOGO | 4,459  |  |  | US$ | 82  | 
|Global Data and Managed Services India |               |                 | 2,116  |      |  |      | 2,116  |  |  |     | 39  | 
|Content Delivery Network               |               |                 | 668    |      |  |      | 713    |  |  |     | 13  | 
|South Africa Operations                |               |                 | 22,468 |      |  |      | 19,862 |  |  |     | 364 | 
|                                       |               |                 |        |      |  |      |        |  |  |     |     | 
|Total                                  |               | LOGO            | 29,430 |      |  | LOGO | 27,150 |  |  | US$ | 498 | 
|                                       |               |                 |        |      |  |      |        |  |  |     |     | 

Goodwill of


LOGO
 4,459 million (US$ 82 million) (fiscal 2012


LOGO
 4,178 million),


LOGO
 2,829 million (US$ 52 million) (fiscal 2012


LOGO
 2,784 million) and


LOGO
 19,862 million (US$ 364 million) (fiscal 2012


LOGO
 22,468 million) has been assigned to Global Voice Solutions, Global Data & Managed Services and South Africa Operations respectively.

The Company performed its annual impairment test as of March 31, 2013. The Company estimated the fair values of the reporting units using an income-based approach and estimated future cash flows
after considering current economic conditions and trends, estimated future operating results and growth rates, anticipated future economic and regulatory conditions and availability of necessary technology and network infrastructure.

The estimated cash flows were developed using internal forecasts. The discount rates used for the reporting units were based on historical
market returns for similar industries of the reporting units.

As of March 31, 2013, the fair values of all the reporting
units exceeded the carrying amounts and no impairment loss was recognized in fiscal 2013.



|13. | Other non-current assets
|--- | ------------------------

Other non-current assets consist of the following:



|                                    |               |                 |        |      |  |      |        |  |  |     |     | 
|----------------------------------- | ------------- | --------------- | ------ | ---- |  | ---- | ------ |  |  | --- | --- | 
|                                    |               | As of March 31, |       
|                                    | 2012          |                 |        | 2013 | 
|                                    | (In millions) |                
|Prepaid Rent                        |               | LOGO            | 1,933  |      |  | LOGO | 1,911  |  |  | US$ | 35  | 
|Prepaid expense                     |               |                 | 2,473  |      |  |      | 2,493  |  |  |     | 46  | 
|Deferred income taxes (See note 18) |               |                 | 790    |      |  |      | 454    |  |  |     | 8   | 
|Prepaid pension asset               |               |                 | 2,142  |      |  |      | 1,808  |  |  |     | 33  | 
|Amount paid under protest           |               |                 |        |      |  |      |        |  |  |     |     | 
|       License Fee                 |               |                 | 2,899  |      |  |      | 1,741  |  |  |     | 32  | 
|       Others                      |               |                 |       |      |  |      | 256    |  |  |     | 5   | 
|Others                              |               |                 | 1,866  |      |  |      | 2,319  |  |  |     | 42  | 
|                                    |               |                 |        |      |  |      |        |  |  |     |     | 
|Total                               |               | LOGO            | 12,103 |      |  | LOGO | 10,982 |  |  | US$ | 201 | 
|                                    |               |                 |        |      |  |      |        |  |  |     |     | 



F-25



---

License Fee paid under protest

The Company was in dispute with the DoTs basis of including certain income, such as investment and interest income, income from sale of property, plant equipment, foreign exchange gains and other
non-operating income, and excluding certain expense such as bandwidth and other network related costs for the purposes of determining adjusted gross revenues to compute license fee.

In fiscal 2005, the Company filed a petition with the Telecom Disputes Settlement and Appellate Tribunal (referred to as the TDSAT) to obtain TDSATs clarification on whether or not the
basis of DoTs determination of license fee was appropriate. In August 2007, TDSAT concluded on the Companys Petition, that license fee was not payable on certain income such as income from investments, sale of immovable property, plant
and equipment, foreign exchange gain and other non-operating income. Additionally, the TDSAT concluded that bandwidth and other similar network costs incurred should not be deducted from revenues in computing license fees.

The Company has challenged the TDSAT conclusion in the Supreme Court of India, the outcome of which is currently pending. The Company, on the basis of
external legal opinion, expects the Supreme Court of India to overturn the TDSAT conclusion and permit deduction of bandwidth and other similar network costs from the revenues, retrospectively from the fiscal 2003 and onwards in order to compute
license fees.

In January 2008, DoT issued additional license fee demand for fiscals 2003, 2004 and 2005 of


LOGO
 2,950 million for (a) additional payment of license fee of


LOGO
 829 million, (b) compounded interest of


LOGO
 912 million on unpaid license fees, (c) penalty of


LOGO
 772 million and interest on penalty of


LOGO
 386 million (together referred to as penalty) totaling


LOGO
 1,158 million, (all of (a)-(c) aggregating


LOGO
 2,899 million), and (d) an excess claim of


LOGO
 51 million by DoT which has since been adjusted against the demands in subsequent years.

In January 2008,
the Company made payment of


LOGO
 2,950 million which has been recorded as license fee paid under protest. The additional license fee and interest totaling


LOGO
 1,741 million demanded by the DoT has been accrued as liability by recognizing an expense. The accrued liability of


LOGO
 1,741 million has not been offset against the payment of


LOGO
 2,950 million pending outcome of the Companys challenge against the TDSAT conclusion in the Supreme Court of India, as the Company believes that its challenge will be successful in the Supreme Court of India
and deduction of bandwidth and other network related costs will be permitted for the purposes of computing license fees.

The Company has not
recorded an expense and liability in respect of the DoTs claim for penalty and interest on penalty totaling


LOGO
 1,158 million as the Company believes that the DoTs claim will not be sustained, as in accordance with the license agreement penalty and any interest on penalty is payable to the DoT only if the
shortfall in license fee paid in fiscal is more than 10% of license fee payable. The DoT terminated the Companys exclusive right to provide international long distance service in fiscal 2002 and granted a compensation of


LOGO
 793 million (as certified by the Government of India auditors) to the Company (the compensation was paid by the DoT in April 2008). In accordance with the license agreement, the compensation receivable from the DoT
should have been offset against the license fee, as the agreement permits the deduction of any amounts due to the Company from the DoT from any amounts payable by the Company to the DoT. The penalty has been computed by the DoT without offsetting
the compensation of


LOGO
 793 million (US$ 16 million). Had the DoT offset the compensation due to the Company against the additional license fee claimed from the Company, consequent to the TDSAT conclusion, the license fee paid would
have been short, by lower than 10% of the license fee payable in respect of those fiscal years.



F-26



---

The Company challenged the legality of penalty provisions in the license agreement in TDSAT. TDSAT ruled in
favour of the Company. Consequently


LOGO
 1,158 million became refundable by DoT. Further, the Company had filed a petition in TDSAT, seeking its direction to DoT for refund of penalty amounting of


LOGO
 1,158 million along with interest thereon at prevailing bank rates. The TDSAT has accepted the Companys contention and passed the order accordingly on July 13, 2011 and October 18, 2011 for refund
of penalty of


LOGO
 1,158 million along with interest. DoT has disputed both the order of TDSAT and has filed an appeal against TDSATs order in the Supreme Court of India. However Supreme Court of India did not grant any
stay against the TDSATs refund order.

Further the Company filed an execution-application in TDSAT for their orders dated July 13,
2011 and October 18, 2011 for refund of


LOGO
 1,158 million along with interest. In response to execution application, TDSAT in its order dated May 9, 2012, directed DoT to refund the amount within seven days time along with 9% interest from August
2011 till the date of payment. Accordingly DoT, on June 7, 2012 refunded an amount of


LOGO
 2,262 million to the Company, including interest of


LOGO
 1,104 million. Accordingly the Company has adjusted the cash received against the amount paid under protest of


LOGO
 1,158 million. The interest amount of


LOGO
 1,104 million has been included under non-current liability, because the matter is still pending in the Supreme Court of India. The Company does not expect resolution by the Supreme Court of India in the next 12
months.



|14. | Accounts payable
|--- | ----------------

Accounts payable consists of the following:



|                                        |  |                 |        |  |      |      |        |  |  |     |     | 
|--------------------------------------- |  | --------------- | ------ |  | ---- | ---- | ------ |  |  | --- | --- | 
|                                        |  | As of March 31, |       
|                                        |  | 2012            |        |  | 2013 |     
|                                        |  | (In millions)   |       
|Interconnect charges payable            |  | LOGO            | 16,767 |  |      | LOGO | 17,834 |  |  | US$ | 327 | 
|Payables for capital and other supplies |  |                 | 11,642 |  |      |      | 12,487 |  |  |     | 229 | 
|                                        |  |                 |        |  |      |      |        |  |  |     |     | 
|Total                                   |  | LOGO            | 28,409 |  |      | LOGO | 30,321 |  |  | US$ | 556 | 
|                                        |  |                 |        |  |      |      |        |  |  |     |     | 



|15. | Short-term debt and current portion of long-term debt
|--- | -----------------------------------------------------

Short-term debt comprises:



|                                                        |               |                 |        |      |  |      |        |   |  |     |     | 
|------------------------------------------------------- | ------------- | --------------- | ------ | ---- |  | ---- | ------ | - |  | --- | --- | 
|                                                        |               | As of March 31, |       
|                                                        | 2012          |                 |        | 2013 | 
|                                                        | (In millions) |                
|Buyers credit                                           |               | LOGO            | 1,258  |      |  | LOGO | 1,497  |   |  | US$ | 27  | 
|Other bank loans                                        |               |                 | 9,798  |      |  |      | 9,270  |   |  |     | 170 | 
|Current portion of long-term debt                       |               |                 | 5,061  |      |  |      | 20,875 |   |  |     | 383 | 
|                                                        |               |                 |        |      |  |      |        |   |  |     |     | 
|Total                                                   |               | LOGO            | 16,117 |      |  | LOGO | 31,642 |   |  | US$ | 580 | 
|                                                        |               |                 |        |      |  |      |        |   |  |     |     | 
|Maximum amount of bank debt outstanding during the year |               | LOGO            | 15,075 |      |  | LOGO | 21,622 |   |  | US$ | 397 | 
|Weighted average interest rate                          |               |                 | 2.57   | %    |  |      | 3.28   | % |  |     |     | 
|Unutilized lines of short-term credit                   |               | LOGO            | 5,921  |      |  | LOGO | 11,135 |   |  | US$ | 204 | 



|16. | Accrued expenses and other current liabilities
|--- | ----------------------------------------------

Accrued expenses and other current liabilities comprise the following:



|                                        |               |                 |        |      |  |      |        |  |  |     |     | 
|--------------------------------------- | ------------- | --------------- | ------ | ---- |  | ---- | ------ |  |  | --- | --- | 
|                                        |               | As of March 31, |       
|                                        | 2012          |                 |        | 2013 | 
|                                        | (In millions) |                
|Unearned revenues                       |               | LOGO            | 5,548  |      |  | LOGO | 6,627  |  |  | US$ | 121 | 
|License fees                            |               |                 | 696    |      |  |      | 665    |  |  |     | 12  | 
|Deposits from customers and contractors |               |                 | 2,128  |      |  |      | 963    |  |  |     | 18  | 
|Accrued payroll                         |               |                 | 4,287  |      |  |      | 4,740  |  |  |     | 87  | 
|Interest payable                        |               |                 | 669    |      |  |      | 606    |  |  |     | 11  | 
|Other accrued expenses                  |               |                 | 6,348  |      |  |      | 9,257  |  |  |     | 170 | 
|Derivative financial instruments        |               |                 | 1,571  |      |  |      | 411    |  |  |     | 7   | 
|Other current liabilities               |               |                 | 2,049  |      |  |      | 2,213  |  |  |     | 41  | 
|                                        |               |                 |        |      |  |      |        |  |  |     |     | 
|Total                                   |               | LOGO            | 23,296 |      |  | LOGO | 25,482 |  |  | US$ | 467 | 
|                                        |               |                 |        |      |  |      |        |  |  |     |     | 

Other current liabilities include current deferred tax liability of


LOGO
 1 million and


LOGO
 1 million respectively for the fiscals 2012 and 2013 respectively [See note 18].



F-27



---

|17. | Long-term debt, net of current portion
|--- | --------------------------------------

Long-term debt comprises the following:



|                                                         |  |                       |               |                                |  |                 |         |  |  |      |         |  |  |     |       | 
|-------------------------------------------------------- |  | --------------------- | ------------- | ------------------------------ |  | --------------- | ------- |  |  | ---- | ------- |  |  | --- | ----- | 
|                                                         |  | Interest Rates %      |               | Maturities                     |  | As of March 31, |        
|                                                         |  |                       | 2012          |                                |  | 2013            |        
|                                                         |  |                       | (In millions) |                               
|Term loan from bank  US$                                |  | LIBOR + 4.00%         |               | January 2014                   |  | LOGO            | 6,365   |  |  | LOGO | 6,793   |  |  | US$ | 125   | 
|Term loan from bank  US$                                |  | LIBOR + 2.90%         |               | December 2013 toDecember 2015  |  |                 | 38,954  |  |  |      | 41,570  |  |  |     | 762   | 
|Term loan from bank  US$                                |  | LIBOR + 4.70%         |               | July 2014 to July2016*         |  |                 | 2,546   |  |  |      | 2,717   |  |  |     | 50    | 
|Term loan from bank  US$                                |  | LIBOR + 1.35%         |               | March 2012 toMarch 2020        |  |                 | 1,869   |  |  |      | 1,933   |  |  |     | 35    | 
|Term loan from bank  US$                                |  | LIBOR + 3.75%         |               | November 2014to November2016*  |  |                 | 509     |  |  |      | 543     |  |  |     | 10    | 
|Term loan from bank  US$                                |  | LIBOR + 0.65%         |               | September 2012to September2021 |  |                 | 5,270   |  |  |      | 5,032   |  |  |     | 92    | 
|Term loan from bank  US$                                |  | LIBOR + 3.55%         |               | December 2015to December 2017  |  |                 |        |  |  |      | 5,434   |  |  |     | 100   | 
|Term loan from bank  SGD                                |  | SOR + 3.30%           |               | January 2016                   |  |                 |        |  |  |      | 2,669   |  |  |     | 49    | 
|Term loan from bank  ZAR#                               |  | JIBAR + 4.75%         |               | December 2014 toMarch 2018     |  |                 | 16,937  |  |  |      | 15,573  |  |  |     | 286   | 
|Term loan from bank  ZAR#                               |  | JIBAR + 6.75%         |               | December 2014 toMarch 2020     |  |                 | 1,325   |  |  |      | 1,176   |  |  |     | 22    | 
|Term loan from Financial Institution  ZAR#              |  | JIBAR + 4.75%         |               | June 2013 toSeptember 2016     |  |                 | 2,033   |  |  |      | 1,211   |  |  |     | 22    | 
|Term loan from bank  ZAR#                               |  | JIBAR + 5.21%         |               | June 2013 toSeptember 2016     |  |                 | 1,329   |  |  |      | 1,175   |  |  |     | 22    | 
|Term loan from Financial Institution  ZAR#              |  | JIBAR + 2.50%         |               | December 2014 toMarch 2020     |  |                 | 2,437   |  |  |      | 2,338   |  |  |     | 43    | 
|Term loan from Financial Institution  ZAR#              |  | JIBAR + 6.00%         |               | December 2014 toMarch 2020     |  |                 | 5,301   |  |  |      | 4,702   |  |  |     | 86    | 
|Term loan from bank  ZAR#                               |  | 12.71%  Fixed        |               | Quarterly untilSeptember 2020  |  |                 | 930     |  |  |      | 807     |  |  |     | 15    | 
|Loans from non-controlling shareholders of Neotel  ZAR@ |  | JIBAR + 2.50%         |               |                                |  |                 | 4,638   |  |  |      | 4,613   |  |  |     | 84    | 
|Fixed Rate Senior Unsecured Notes  SG$**                |  | 4.25%  Fixed         |               | February 2016                  |  |                 |        |  |  |      | 10,938  |  |  |     | 200   | 
|Loans from finance Company  US$                         |  | 3.95%  Fixed         |               | October 2012 toOctober 2017    |  |                 | 963     |  |  |      | 1,290   |  |  |     | 24    | 
|Non convertible debentures ***                           |  | 9.50%  11.25% Fixed |               | July 2012 to July2019          |  |                 | 11,500  |  |  |      | 5,500   |  |  |     | 101   | 
|Term loans from banks and finance Company                |  | 9.0% 10.00% Fixed   |               | June 2014 toOctober 2015       |  |                 | 1,485   |  |  |      | 1,420   |  |  |     | 26    | 
|                                                         |  |                       |               |                                |  |                 |         |  |  |      |         |  |  |     |       | 
|Total                                                    |  |                       |               |                                |  | LOGO            | 104,391 |  |  | LOGO | 117,434 |  |  | US$ | 2,154 | 
|Less: Current portion of long-term debt                  |  |                       |               |                                |  |                 | 5,061   |  |  |      | 20,875  |  |  |     | 383   | 
|                                                         |  |                       |               |                                |  |                 |         |  |  |      |         |  |  |     |       | 
|Long-term debt, net of current portion                   |  |                       |               |                                |  | LOGO            | 99,330  |  |  | LOGO | 96,559  |  |  | US$ | 1,771 | 
|                                                         |  |                       |               |                                |  |                 |         |  |  |      |         |  |  |     |       | 



F-28



---

The scheduled maturity of long-term debt as of March 31, 2013 is set out as below:



|                                  |               |                      |        |  |  |     |     | 
|--------------------------------- | ------------- | -------------------- | ------ |  |  | --- | --- | 
|                                  |               | As at March 31, 2013 |       
|                                  | (In millions) |                     
|Due in the years ending March 31, |               |                      |        |  |  |     |     | 
|2014                              |               | LOGO                 | 20,875 |  |  | US$ | 383 | 
|2015                              |               |                      | 29,187 |  |  |     | 535 | 
|2016                              |               |                      | 31,746 |  |  |     | 582 | 
|2017                              |               |                      | 9,625  |  |  |     | 177 | 
|2018                              |               |                      | 11,233 |  |  |     | 206 | 
|Thereafter                        |               |                      | 14,768 |  |  |     | 271 | 



|* | The Company has given prepayment notice to the bank in March 31, 2013 and subsequently repaid the loan in April, 2013.
|- | ----------------------------------------------------------------------------------------------------------------------

|** | The SG$ 250,000,000 4.25 per cent. Senior notes due in 2016 (the Notes) was issued by Tata Communications (Netherlands) B.V. (a subsidiary of TCIPL)
(the Issuer). The Notes constitute senior unsecured obligations of the Issuer and will rank at all times pari passu without any preference among themselves and at least equally with all other present and future outstanding unsecured and
unsubordinated obligations of the Issuer but, in the event of insolvency, only to the extent permitted by applicable laws relating to creditors rights. These notes are guaranteed by the Company.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*** | The non-convertible debentures to the extent of


LOGO
 2,500 million (US$ 46 million) are secured against Tata Communications Indias property plant and equipment with carrying amount of


LOGO
 3,205 million (US$ 59 million).
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|# | The ZAR denominated loans of the Company to the extent of


LOGO
 26,982 million (US$ 495 million) are secured against the property, plant and equipments, other non-current assets and current assets pertaining to South Africa Operations with carrying amount of


LOGO
 27,715 million (US$ 508 million).
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|@ | As on March 31, 2013, loans from Neotels non-controlling shareholders of


LOGO
 4,613 million (US$ 84 million) is payable upon settlement of all bank loans of Neotel.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|18. | Income taxes
|--- | ------------

The income
tax expense/(benefit) consists of the following:



|                                   |  |                              |        |   |      |      |        |      |  |      |         |   |  |     |      |  
|---------------------------------- |  | ---------------------------- | ------ | - | ---- | ---- | ------ | ---- |  | ---- | ------- | - |  | --- | ---- | -
|                                   |  | For the year ended March 31, |       
|                                   |  | 2011                         |        |   | 2012 |      |        | 2013 | 
|                                   |  | (In millions)                |       
|Income /(Loss) before income taxes |  |                              |        |   |      |      |        |      |  |      |         |   |  |     |      |  
|Domestic                           |  | LOGO                         | 1,785  |   |      | LOGO | 2,287  |      |  | LOGO | 5,005   |   |  | US$ | 92   |  
|Foreign                            |  |                              | (3,466 | ) |      |      | 2,949  |      |  |      | (10,098 | ) |  |     | (186 | )
|                                   |  |                              |        |   |      |      |        |      |  |      |         |   |  |     |      |  
|                                   |  | LOGO                         | (1,681 | ) |      | LOGO | 5,236  |      |  | LOGO | (5,093  | ) |  | US$ | (94  | )
|Current income tax expense:        |  |                              |        |   |      |      |        |      |  |      |         |   |  |     |      |  
|Domestic                           |  | LOGO                         | 788    |   |      | LOGO | 1,884  |      |  | LOGO | 2,313   |   |  | US$ | 42   |  
|Foreign                            |  |                              | 222    |   |      |      | (653   | )    |  |      | 108     |   |  |     | 2    |  
|Deferred income tax:               |  |                              |        |   |      |      |        |      |  |      |         |   |  |     |      |  
|Domestic                           |  |                              | 43     |   |      |      | (1,640 | )    |  |      | (543    | ) |  |     | (10  | )
|Foreign                            |  |                              | (288   | ) |      |      | 5,547  |      |  |      | 150     |   |  |     | 3    |  
|                                   |  |                              |        |   |      |      |        |      |  |      |         |   |  |     |      |  
|Total                              |  | LOGO                         | 765    |   |      | LOGO | 5,138  |      |  | LOGO | 2,028   |   |  | US$ | 37   |  
|                                   |  |                              |        |   |      |      |        |      |  |      |         |   |  |     |      |  



F-29



---

Tax effects of significant timing differences on the income tax expense (benefit) are as
follows:



|                                                                                                        |  |                              |      |   |      |      |       |      |  |      |      |   |  |     |     |  
|------------------------------------------------------------------------------------------------------- |  | ---------------------------- | ---- | - | ---- | ---- | ----- | ---- |  | ---- | ---- | - |  | --- | --- | -
|                                                                                                        |  | For the year ended March 31, |     
|                                                                                                        |  | 2011                         |      |   | 2012 |      |       | 2013 | 
|                                                                                                        |  | (In millions)                |     
|Differences in carrying amounts of property, plant and equipment for accounting and income tax purposes |  | LOGO                         | 276  |   |      | LOGO | (122  | )    |  | LOGO | (343 | ) |  | US$ | (6  | )
|                                                                                                        |  |                              |      |  
|Unearned revenues                                                                                       |  |                              | (84  | ) |      |      | 41    |      |  |      | 175  |   |  |     | 3   |  
|Allowances for uncollectible receivables and other current assets                                       |  |                              | (47  | ) |      |      | (188  | )    |  |      | (82  | ) |  |     | (1  | )
|                                                                                                        |  |                              |      |  
|Net operating loss                                                                                      |  |                              |     |   |      |      | 5,028 |      |  |      | 172  |   |  |     | 3   |  
|                                                                                                        |  |                              |      |  
|Minimum alternate tax credit                                                                            |  |                              |     |   |      |      | (183  | )    |  |      |     |   |  |     |    |  
|                                                                                                        |  |                              |      |  
|Interest and expenses allowed on payment basis                                                          |  |                              | (152 | ) |      |      | (638  | )    |  |      | (550 | ) |  |     | (10 | )
|                                                                                                        |  |                              |      |  
|Tax on undistributed earnings of subsidiary                                                             |  |                              |     |   |      |      | 126   |      |  |      | (9   | ) |  |     |    |  
|Others                                                                                                  |  |                              | (238 | ) |      |      | (157  | )    |  |      | 244  |   |  |     | 4   |  
|                                                                                                        |  |                              |      |   |      |      |       |      |  |      |      |   |  |     |     |  
|Total                                                                                                   |  | LOGO                         | (245 | ) |      | LOGO | 3,907 |      |  | LOGO | (393 | ) |  | US$ | (7  | )
|                                                                                                        |  |                              |      |   |      |      |       |      |  |      |      |   |  |     |     |  

The following is the reconciliation of estimated income taxes at the Indian statutory income tax rate to
income tax expense as reported:



|                                                                                                              |  |                              |        |   |      |      |        |      |  |      |        |   |  |     |       |  
|------------------------------------------------------------------------------------------------------------- |  | ---------------------------- | ------ | - | ---- | ---- | ------ | ---- |  | ---- | ------ | - |  | --- | ----- | -
|                                                                                                              |  | For the year ended March 31, |       
|                                                                                                              |  | 2011                         |        |   | 2012 |      |        | 2013 | 
|                                                                                                              |  | (In millions)                |       
|Income /(loss) before income tax                                                                              |  | LOGO                         | (1,681 | ) |      | LOGO | 5,236  |      |  | LOGO | (5,093 | ) |  | US$ | (94   | )
|Statutory income tax rate                                                                                     |  |                              | 33.22  | % |      |      | 32.45  | %    |  |      | 32.45  | % |  |     | 32.45 | %
|                                                                                                              |  |                              |        |   |      |      |        |      |  |      |        |   |  |     |       |  
|Expected income tax expense/(benefit) at statutory rate                                                       |  |                              | (558   | ) |      |      | 1,699  |      |  |      | (1,652 | ) |  |     | (31   | )
|Adjustments to reconcile expected income tax expense to reported income tax expense:                          |  |                              |        |   |      |      |        |      |  |      |        |   |  |     |       |  
|State taxes, net of federal tax benefits                                                                      |  |                              | 1      |   |      |      | (7     | )    |  |      | (7     | ) |  |     |      |  
|Differences arising from different tax rates in other tax jurisdictions and income taxed at differential rate |  |                              | 397    |   |      |      | 580    |      |  |      | 883    |   |  |     | 16    |  
|Changes in enacted tax rate for TCL India and its subsidiaries in other tax jurisdictions                     |  |                              | (9     | ) |      |      | 434    |      |  |      | 373    |   |  |     | 7     |  
|Changes in valuation allowance including losses of overseas subsidiaries                                      |  |                              | 3,258  |   |      |      | 4,608  |      |  |      | 2,125  |   |  |     | 39    |  
|Equity in net loss of equity method investee                                                                  |  |                              | (1,839 | ) |      |      | 3,442  |      |  |      | (77    | ) |  |     | (1    | )
|                                                                                                              |  |                              |        |  
|Fair value gain on investment of Neotel                                                                       |  |                              |       |   |      |      | (3,584 | )    |  |      |       |   |  |     |      |  
|                                                                                                              |  |                              |        |  
|Non deductible interest expense                                                                               |  |                              | 100    |   |      |      |       |      |  |      |       |   |  |     |      |  
|Tax on undistributed earnings of subsidiary                                                                   |  |                              |       |   |      |      | 126    |      |  |      | (9     | ) |  |     |      |  
|Others, net                                                                                                   |  |                              | (585   | ) |      |      | (2,160 | )    |  |      | 392    |   |  |     | 7     |  
|                                                                                                              |  |                              |        |   |      |      |        |      |  |      |        |   |  |     |       |  
|Income tax expense/(benefit)                                                                                  |  | LOGO                         | 765    |   |      | LOGO | 5,138  |      |  | LOGO | 2,028  |   |  | US$ | 37    |  
|                                                                                                              |  |                              |        |   |      |      |        |      |  |      |        |   |  |     |       |  



F-30



---

Changes in valuation allowances



|                                                                                                   |  |                              |         |   |      |      |         |   |  |     |      |  
|-------------------------------------------------------------------------------------------------- |  | ---------------------------- | ------- | - | ---- | ---- | ------- | - |  | --- | ---- | -
|                                                                                                   |  | For the year ended March 31, |        
|                                                                                                   |  | 2012                         |         |   | 2013 |     
|                                                                                                   |  | (In millions)                |        
|Beginning balance                                                                                  |  | LOGO                         | (11,676 | ) |      | LOGO | (20,219 | ) |  | US$ | (371 | )
|Increase on account of business combination                                                        |  |                              | (2,465  | ) |      |      |        |   |  |     |     |  
|Increases for the current year                                                                     |  |                              | (4,608  | ) |      |      | (2,125  | ) |  |     | (39  | )
|Reduction in deferred tax assets and corresponding valuation allowance pertaining to earlier years |  |                              |        |   |      |      | 1,622   |   |  |     | 30   |  
|Effect of foreign currency translation                                                             |  |                              | (1,470  | ) |      |      | 869     |   |  |     | 16   |  
|                                                                                                   |  |                              |         |   |      |      |         |   |  |     |      |  
|Ending Balance                                                                                     |  | LOGO                         | (20,219 | ) |      | LOGO | (19,853 | ) |  | US$ | (364 | )
|                                                                                                   |  |                              |         |   |      |      |         |   |  |     |      |  

In fiscal 2012, Tata Communications Internet Service Limited (TCISL), a wholly owned subsidiary of Tata Communications
Limited was merged with Tata Communications Limited. Consequent to this re-organization, there has been a reduction in the current tax expense of


LOGO
 380 million because of utilization of tax loss and an increase in deferred tax benefit of


LOGO
 397 million because of reversal of valuation allowance relating to tax loss carry forward, as these losses are expected to be realized on account of probable sufficient future tax profits.

Change in valuation allowance in fiscal 2012 includes


LOGO
 6,736 million relating to Neotels net operating losses carry-forward. The Company evaluated the availability of future taxable income taking into consideration current available evidences including operating
trends and recognized the valuation allowance.

The deferred income tax balance sheet accounts result from temporary differences between the
amount of assets and liabilities recognized for financial reporting and tax purposes. Significant components of deferred tax assets and liabilities are as follows:



|                                                                                                        |  |                              |         |   |      |      |         |   |  |     |      |  
|------------------------------------------------------------------------------------------------------- |  | ---------------------------- | ------- | - | ---- | ---- | ------- | - |  | --- | ---- | -
|                                                                                                        |  | For the year ended March 31, |        
|                                                                                                        |  | 2012                         |         |   | 2013 |     
|                                                                                                        |  | (In millions)                |        
|Tax effect of:                                                                                          |  |                              |         |   |      |      |         |   |  |     |      |  
|Deferred tax assets:                                                                                    |  |                              |         |   |      |      |         |   |  |     |      |  
|Net operating losses carry-forwards                                                                     |  | LOGO                         | 16,271  |   |      | LOGO | 16,404  |   |  | US$ | 301  |  
|Losses of equity method investee                                                                        |  |                              |        |   |      |      | 77      |   |  |     | 1    |  
|Differences in carrying amounts of property, plant and equipment for accounting and income tax purposes |  |                              | 3,307   |   |      |      | 2,097   |   |  |     | 38   |  
|Allowances for uncollectible receivables and other current assets                                       |  |                              | 1,067   |   |      |      | 1,276   |   |  |     | 23   |  
|Unearned revenues                                                                                       |  |                              | 3,762   |   |      |      | 3,520   |   |  |     | 65   |  
|National long distance license fees                                                                     |  |                              | 154     |   |      |      | 143     |   |  |     | 3    |  
|Interest and expenses allowed on payment basis                                                          |  |                              | 2,031   |   |      |      | 3,022   |   |  |     | 55   |  
|Minimum alternate tax credit                                                                            |  |                              | 183     |   |      |      | 183     |   |  |     | 3    |  
|Others                                                                                                  |  |                              | 1,612   |   |      |      | 1,481   |   |  |     | 28   |  
|                                                                                                        |  |                              |         |   |      |      |         |   |  |     |      |  
|Gross deferred tax assets                                                                               |  | LOGO                         | 28,387  |   |      | LOGO | 28,203  |   |  | US$ | 517  |  
|Less: Valuation allowance                                                                               |  |                              | (20,219 | ) |      |      | (19,853 | ) |  |     | (364 | )
|                                                                                                        |  |                              |         |   |      |      |         |   |  |     |      |  
|Net deferred tax assets                                                                                 |  |                              | 8,168   |   |      |      | 8,350   |   |  |     | 153  |  
|                                                                                                        |  |                              |         |   |      |      |         |   |  |     |      |  
|Deferred tax liabilities:                                                                               |  |                              |         |   |      |      |         |   |  |     |      |  
|Differences in carrying amounts of property, plant and equipment for accounting and income tax purposes |  |                              | 7,781   |   |      |      | 7,414   |   |  |     | 136  |  
|Prepaid pension asset                                                                                   |  |                              | 448     |   |      |      | 418     |   |  |     | 8    |  
|Tax on undistributed earnings of subsidiary                                                             |  |                              | 126     |   |      |      | 117     |   |  |     | 2    |  
|Others                                                                                                  |  |                              | 69      |   |      |      | 78      |   |  |     | 1    |  
|                                                                                                        |  |                              |         |   |      |      |         |   |  |     |      |  
|Total                                                                                                   |  | LOGO                         | 8,424   |   |      | LOGO | 8,027   |   |  | US$ | 147  |  
|                                                                                                        |  |                              |         |   |      |      |         |   |  |     |      |  
|Net deferred tax (liability)/Assets                                                                     |  | LOGO                         | (256    | ) |      | LOGO | 323     |   |  | US$ | 6    |  
|                                                                                                        |  |                              |         |   |      |      |         |   |  |     |      |  
|Current deferred tax asset, net                                                                         |  | LOGO                         | 2,132   |   |      | LOGO | 2,405   |   |  | US$ | 44   |  
|Non-current deferred tax asset, net                                                                     |  |                              | 790     |   |      |      | 454     |   |  |     | 8    |  
|Current deferred tax liability, net                                                                     |  |                              | 1       |   |      |      | 1       |   |  |     |     |  
|Non-current deferred tax liability, net                                                                 |  |                              | 3,177   |   |      |      | 2,535   |   |  |     | 46   |  



F-31



---

Deferred tax assets and liabilities in respect of the same taxpaying component and jurisdiction have been
offset.

Deferred tax assets on net operating losses, which would expire based on the year of origination are as follows:



|             |                          |                                             |       |                                |  |     |     |  |  |                      
|------------ | ------------------------ | ------------------------------------------- | ----- | ------------------------------ |  | --- | --- |  |  | ---------------------
|Jurisdiction |                          | Deferred Tax Assets on Net Operating Losses
|             | Fiscal 2013(In
millions) |                                             |       | Expiration of operating losses
|US           |                          | LOGO                                        | 2,372 |                                |  | US$ | 44  |  |  | Between 2018 and 2032
|Canada       |                          |                                             | 1,209 |                                |  |     | 22  |  |  | Between 2026 and 2033
|India        |                          |                                             | 632   |                                |  |     | 12  |  |  | 2016 to 2020         
|APAC         |                          |                                             | 227   |                                |  |     | 4   |  |  | Unlimited            
|Europe       |                          |                                             | 2,142 |                                |  |     | 39  |  |  | 4 years and higher   
|South Africa |                          |                                             | 9,822 |                                |  |     | 180 |  |  | Unlimited            

Tax effect/(benefit) allocated to each component of other comprehensive loss are as follows:



|                                                        |  |                              |     |   |      |      |      |      |  |      |       |   |  |     |    |  
|------------------------------------------------------- |  | ---------------------------- | --- | - | ---- | ---- | ---- | ---- |  | ---- | ----- | - |  | --- | -- | -
|                                                        |  | For the year ended March 31, |    
|                                                        |  | 2011                         |     |   | 2012 |      |      | 2013 | 
|                                                        |  | (In millions)                |    
|Unrealised (loss)/gain on available-for-sale securities |  | LOGO                         | (19 | ) |      | LOGO | (1   | )    |  | LOGO | 1     |   |  | US$ |   |  
|Employee benefit plans                                  |  |                              | 94  |   |      |      | (150 | )    |  |      | (208) |   |  |     | (4 | )
|                                                        |  |                              |     |   |      |      |      |      |  |      |       |   |  |     |    |  
|Ending Balance                                          |  | LOGO                         | 75  |   |      | LOGO | (151 | )    |  | LOGO | (207  | ) |  | US$ | (4 | )
|                                                        |  |                              |     |   |      |      |      |      |  |      |       |   |  |     |    |  

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:



|                                                |  |                              |       |   |      |      |       |   |  |     |     |  
|----------------------------------------------- |  | ---------------------------- | ----- | - | ---- | ---- | ----- | - |  | --- | --- | -
|                                                |  | For the year ended March 31, |      
|                                                |  | 2012                         |       |   | 2013 |     
|                                                |  | (In millions)                |      
|Beginning Balance                               |  | LOGO                         | 6,999 |   |      | LOGO | 7,412 |   |  | US$ | 136 |  
|Increase on account of business combinations    |  |                              | 64    |   |      |      |      |   |  |     |    |  
|Increases related to current year tax positions |  |                              | 347   |   |      |      | 272   |   |  |     | 5   |  
|Decreases related to prior year tax positions   |  |                              | (26   | ) |      |      | (64   | ) |  |     | (1  | )
|Foreign currency translation                    |  |                              | 28    |   |      |      | 5     |   |  |     |    |  
|                                                |  |                              |       |   |      |      |       |   |  |     |     |  
|Ending Balance                                  |  | LOGO                         | 7,412 |   |      | LOGO | 7,625 |   |  | US$ | 140 |  
|                                                |  |                              |       |   |      |      |       |   |  |     |     |  

The Companys total unrecognized tax benefits, if recognized, would reduce the tax liability by


LOGO
 7,625 million (US$ 140 million) as of March 31, 2013, and would affect the Companys effective tax rate.

The Companys major tax jurisdictions are India, the U.S., South Africa and Canada, though the Company also files tax returns in other foreign jurisdictions. In India, the assessment is not yet
completed for fiscal 2009 through 2012. The Company has received notices for examination in U.S., Canada, Netherland, France and Belgium.

In fiscals 2012 and 2013, the Company has not recorded any interest and penalty on uncertain tax positions. As of March 31, 2013 the Company has an accrual of


LOGO
 344 million (US$ 6 million) towards interest and penalties included in advance tax (net).

Significant changes in the amount of unrecognized tax benefits within the next 12 months cannot be reasonably estimated as these would depend upon the outcome of the matters with various appellate
authorities, which are not expected to be concluded / attain finality, within the next 12 months.



F-32



---

|19. | Other non-current liabilities
|--- | -----------------------------

Other non-current liabilities include the following:



|                                                                    |               |                 |        |      |  |      |        |  |  |     |     | 
|------------------------------------------------------------------- | ------------- | --------------- | ------ | ---- |  | ---- | ------ |  |  | --- | --- | 
|                                                                    |               | As of March 31, |       
|                                                                    | 2012          |                 |        | 2013 | 
|                                                                    | (In millions) |                
|Deferred Income taxes (See note 18)                                 |               | LOGO            | 3,177  |      |  | LOGO | 2,535  |  |  | US$ | 46  | 
|Unearned revenues                                                   |               |                 | 32,170 |      |  |      | 37,672 |  |  |     | 691 | 
|Employee retirement benefits                                        |               |                 | 1,197  |      |  |      | 926    |  |  |     | 17  | 
|License fees                                                        |               |                 | 1,741  |      |  |      | 1,741  |  |  |     | 32  | 
|Interest received relating to license fees litigation (See note 13) |               |                 |       |      |  |      | 1,104  |  |  |     | 20  | 
|Derivative financial instruments                                    |               |                 | 218    |      |  |      | 70     |  |  |     | 1   | 
|Others                                                              |               |                 | 2,226  |      |  |      | 2,665  |  |  |     | 50  | 
|                                                                    |               |                 |        |      |  |      |        |  |  |     |     | 
|Total                                                               |               | LOGO            | 40,729 |      |  | LOGO | 46,713 |  |  | US$ | 857 | 
|                                                                    |               |                 |        |      |  |      |        |  |  |     |     | 



|20. | Accumulated other comprehensive loss
|--- | ------------------------------------

The cumulative balances included in accumulated other comprehensive loss are:



|                                                                                     |               |                 |        |      |  |      |        |   |  |     |      |  
|------------------------------------------------------------------------------------ | ------------- | --------------- | ------ | ---- |  | ---- | ------ | - |  | --- | ---- | -
|                                                                                     |               | As of March 31, |       
|                                                                                     | 2012          |                 |        | 2013 | 
|                                                                                     | (In millions) |                
|Net unrealized gain on available-for-sale securities, net of taxes                   |               | LOGO            |       |      |  | LOGO | 4      |   |  | US$ |     |  
|Foreign currency translation adjustment                                              |               |                 | (4,098 | )    |  |      | (8,552 | ) |  |     | (156 | )
|Effective portion of net loss on derivative instrument designated as cash flow hedge |               |                 | (23    | )    |  |      | (39    | ) |  |     | (1   | )
|Funded status on employee benefit plans                                              |               |                 | (238   | )    |  |      | (765   | ) |  |     | (14  | )
|                                                                                     |               |                 |        |      |  |      |        |   |  |     |      |  
|Total                                                                                |               | LOGO            | (4,359 | )    |  | LOGO | (9,352 | ) |  | US$ | (171 | )
|                                                                                     |               |                 |        |      |  |      |        |   |  |     |      |  



|21. | Other operating costs
|--- | ---------------------

As part of its initiative to enhance the long-term efficiency of the business, during the year, the Company undertook
certain organizational changes to align its current and prospective business requirements. These changes involved certain positions in the Company becoming redundant and the Company incurred one time expense of


LOGO
 854 million (US$ 16 million) in respect of this exercise which is included in other operating costs in the consolidated statements of operations.



|22. | Other non-operating income, net
|--- | -------------------------------

Other non-operating income consists of the following:



|                                                                         |               |                 |       |      |  |      |      |  |  |      |      |   |  |     |    |  
|------------------------------------------------------------------------ | ------------- | --------------- | ----- | ---- |  | ---- | ---- |  |  | ---- | ---- | - |  | --- | -- | -
|                                                                         |               | As of March 31, |      
|                                                                         | 2011          |                 |       | 2012 |  |      | 2013 | 
|                                                                         | (In millions) |                
|Dividend Income                                                          |               | LOGO            | 3     |      |  | LOGO |     |  |  | LOGO |     |   |  | US$ |   |  
|Foreign exchange gain/(loss), net                                        |               |                 | 339   |      |  |      | 380  |  |  |      | (179 | ) |  |     | (3 | )
|Liabilities no longer required to be settled that have been written back |               |                 | 625   |      |  |      | 9    |  |  |      | 149  |   |  |     | 3  |  
|Others (net)                                                             |               |                 | 1,225 |      |  |      | 26   |  |  |      | 605  |   |  |     | 11 |  
|                                                                         |               |                 |       |      |  |      |      |  |  |      |      |   |  |     |    |  
|Total                                                                    |               | LOGO            | 2,192 |      |  | LOGO | 415  |  |  | LOGO | 575  |   |  | US$ | 11 |  
|                                                                         |               |                 |       |      |  |      |      |  |  |      |      |   |  |     |    |  

Liabilities no longer required to be settled have been written back because of expiry of the statute of
limitation period.



F-33



---

|23. | Retirement benefits
|--- | -------------------

The Company in fiscals 2011, 2012 and 2013 has used March 31 as the measurement date of the funded status of the
plans.



| | (a) | Tata Communications India and its wholly owned subsidiaries in India
| | --- | --------------------------------------------------------------------

Gratuity

In accordance with Indian law, the Company provides for gratuity, a defined benefit plan covering all eligible employees. The plan
provides for lump sum payment to vested employees at retirement, death while in employment or on termination of employment in an amount equivalent to 15 days salary payable for each completed year of service or part thereof in excess of six months.
Vesting occurs upon completion of five years of service. The Company makes contributions to a fund administered by trustees, based on an annual external actuarial valuation.

The following table sets out the status of the gratuity plans and the amounts recognized in the Companys consolidated financial statements.



|                                                                                                                                                                                                    |               |                 |     |      |  |      |      |   |  |     |    |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------- | --------------- | --- | ---- |  | ---- | ---- | - |  | --- | -- | -
|                                                                                                                                                                                                    |               | As of March 31, |    
|                                                                                                                                                                                                    | 2012          |                 |     | 2013 | 
|                                                                                                                                                                                                    | (In millions) |                
|Change in benefit obligation:                                                                                                                                                                       |               |                 |     |      |  |      |      |   |  |     |    |  
|Benefit obligation, beginning of the year                                                                                                                                                           |               | LOGO            | 541 |      |  | LOGO | 620  |   |  | US$ | 11 |  
|Service cost                                                                                                                                                                                        |               |                 | 45  |      |  |      | 54   |   |  |     | 1  |  
|Interest cost                                                                                                                                                                                       |               |                 | 43  |      |  |      | 50   |   |  |     | 1  |  
|Actuarial loss                                                                                                                                                                                      |               |                 | 20  |      |  |      | 48   |   |  |     | 1  |  
|Benefits paid                                                                                                                                                                                       |               |                 | (29 | )    |  |      | (101 | ) |  |     | (2 | )
|Transfer to other company                                                                                                                                                                           |               |                 |    |      |  |      | (23  | ) |  |     |   |  
|                                                                                                                                                                                                    |               |                 |     |      |  |      |      |   |  |     |    |  
|Benefit obligation, end of the year                                                                                                                                                                 |               | LOGO            | 620 |      |  | LOGO | 648  |   |  | US$ | 12 |  
|                                                                                                                                                                                                    |               |                 |     |      |  |      |      |   |  |     |    |  
|Change in plan assets:                                                                                                                                                                              |               |                 |     |      |  |      |      |   |  |     |    |  
|Fair value of plan assets, beginning of the year                                                                                                                                                    |               |                 | 496 |      |  |      | 542  |   |  |     | 10 |  
|Expected return on plan assets                                                                                                                                                                      |               |                 | 33  |      |  |      | 59   |   |  |     | 1  |  
|Employer contributions                                                                                                                                                                              |               |                 | 42  |      |  |      | 86   |   |  |     | 2  |  
|Transfer to other company                                                                                                                                                                           |               |                 |    |      |  |      | (23  | ) |  |     |   |  
|Benefits paid                                                                                                                                                                                       |               |                 | (29 | )    |  |      | (101 | ) |  |     | (2 | )
|                                                                                                                                                                                                    |               |                 |     |      |  |      |      |   |  |     |    |  
|Fair value of plan assets, end of the year                                                                                                                                                          |               | LOGO            | 542 |      |  | LOGO | 563  |   |  | US$ | 11 |  
|                                                                                                                                                                                                    |               |                 |     |      |  |      |      |   |  |     |    |  
|Accrued liability included in other current liabilities


LOGO
 75 million (fiscal 2012


LOGO
 69 million) and


LOGO
 10 million in other non-current liabilities (fiscal 2012


LOGO
 9 million) |               | LOGO            | (78 | )    |  | LOGO | (85  | ) |  | US$ | (1 | )
|Actuarial (gain)/loss and past service cost recognized as a component of accumulated other comprehensive loss                                                                                       |               |                 | *27 |      |  |      | *33  |   |  |     | 1  |  



|* | This amount includes actuarial gain/(loss) of


LOGO
 (7) million and


LOGO
 15 million on plan assets for the fiscal 2012 and 2013 respectively.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------

Net
gratuity cost in fiscals 2011, 2012 and 2013 consist of the following:



|                                  |               |                 |     |      |  |      |      |   |  |      |     |   |  |     |    |  
|--------------------------------- | ------------- | --------------- | --- | ---- |  | ---- | ---- | - |  | ---- | --- | - |  | --- | -- | -
|                                  |               | As of March 31, |    
|                                  | 2011          |                 |     | 2012 |  |      | 2013 |  
|                                  | (In millions) |                
|Service cost                      |               | LOGO            | 43  |      |  | LOGO | 45   |   |  | LOGO | 54  |   |  | US$ | 1  |  
|Interest cost                     |               |                 | 32  |      |  |      | 43   |   |  |      | 50  |   |  |     | 1  |  
|Amortization of past service cost |               |                 | 7   |      |  |      | 7    |   |  |      | 7   |   |  |     |   |  
|Actual return on plan assets      |               |                 | (27 | )    |  |      | (40  | ) |  |      | (43 | ) |  |     | (1 | )
|                                  |               |                 |     |      |  |      |      |   |  |      |     |   |  |     |    |  
|Net gratuity cost                 |               | LOGO            | 55  |      |  | LOGO | 55   |   |  | LOGO | 68  |   |  | US$ | 1  |  
|                                  |               |                 |     |      |  |      |      |   |  |      |     |   |  |     |    |  



F-34



---

The assumptions used in accounting for the gratuity plans are set out below:



|                                                             |      |                 |      |      |  |          |  |         
|------------------------------------------------------------ | ---- | --------------- | ---- | ---- |  | -------- |  | --------
|                                                             |      | As of March 31,
|                                                             | 2011 |                 |      | 2012 |  | 2013    
|                                                             | (%) 
|Discount rate                                                |      |                 | 8.25 |      |  | 8.50     |  | 8       
|Rate of increase in compensation levels of covered employees |      |                 | 6    |      |  | 6.0-10.0 |  | 6.0-10.0
|Rate of return on plan assets                                |      |                 | 8    |      |  | 8        |  | 8       

Discount rate is based on return on securities issued by Government of India.

The expected return on plan assets is determined considering several applicable factors mainly the composition of the plan assets held,
assessed risks of asset management, historical results of the return on plan assets and Tata Communications policy for plan asset management.

The estimates of the future compensation increases have been made after taking into account inflation, seniority, promotion and other relevant factors.

The Companys policy and objective for plan asset management is to maximize return on plan assets to meet future benefit payment
requirements while at the same time accepting a low level of risk. The asset allocation for plan assets is determined based on investment criteria approved under the Indian Income Tax Act, 1961, and is also subject to other exposure limitations.
Tata Communications evaluates the risks, transaction costs and liquidity for potential investments. To measure plan asset performance, the Company compares actual returns for each asset category with published benchmarks.

The fair value of Companys gratuity plan assets at March 31, by asset category are as follows:



|                |  |                      |   |  |         |      |     |         |  |      |       |  |  |      |     | 
|--------------- |  | -------------------- | - |  | ------- | ---- | --- | ------- |  | ---- | ----- |  |  | ---- | --- | 
|                |  | As of March 31, 2012 |  
|                |  | (In millions)        |  
|                |  | Level 1              |   |  | Level 2 |      |     | Level 3 |  |      | Total | 
|Mutual funds    |  | LOGO                 |  |  |         | LOGO | 541 |         |  | LOGO |      |  |  | LOGO | 541 | 
|Long Term Bonds |  |                      |  |  |         |      | 1   |         |  |      |      |  |  |      | 1   | 
|                |  |                      |   |  |         |      |     |         |  |      |       |  |  |      |     | 
|Total           |  | LOGO                 |  |  |         | LOGO | 542 |         |  | LOGO |      |  |  | LOGO | 542 | 
|                |  |                      |   |  |         |      |     |         |  |      |       |  |  |      |     | 



|             |  |                      |   |  |         |      |     |         |  |      |       |  |  |      |     |  |  |     |    | 
|------------ |  | -------------------- | - |  | ------- | ---- | --- | ------- |  | ---- | ----- |  |  | ---- | --- |  |  | --- | -- | 
|             |  | As of March 31, 2013 |  
|             |  | (In millions)        |  
|             |  | Level 1              |   |  | Level 2 |      |     | Level 3 |  |      | Total | 
|Mutual funds |  | LOGO                 |  |  |         | LOGO | 563 |         |  | LOGO |      |  |  | LOGO | 563 |  |  | US$ | 11 | 

The following is description of the assets, information about the valuation techniques used to measure
fair value, key inputs and significant assumptions:

Level 2The fair values of mutual funds are measured using the net
asset value (NAV) provided by the administrator of the fund, and are categorized by the ability to redeem investments at the measurement date.

Accumulated benefit obligation was


LOGO
 451 million and


LOGO
 471 million (US$ 9 million) for fiscals 2012 and 2013 respectively.

The expected
benefit payments to be paid for future service are based on the same assumptions used to measure Tata Communications gratuity obligation as of March 31, 2013 and are as follows:



|                      |  |               |       | 
|--------------------- |  | ------------- | ----- | 
|Year ending March 31, |  | (In millions) |      
|2014                  |  | LOGO          | 218   | 
|2015                  |  |               | 270   | 
|2016                  |  |               | 268   | 
|2017                  |  |               | 286   | 
|2018                  |  |               | 311   | 
|2019-2024             |  |               | 1,735 | 



F-35



---

The Company expects to contribute


LOGO
 75 million to gratuity fund in fiscal 2014.

Medical Benefits

The Company reimburses domiciliary and hospitalization expenses incurred by eligible and qualifying employees and their dependent family members not
exceeding certain specified limits under the Tata Communications employees medical reimbursement scheme. The scheme provides for cashless hospitalization where the claims are directly settled / reimbursed by the Company.

The following table sets out the amounts recognized in the Companys consolidated financial statements.



|                                                                                                                                                                                                                        |               |                 |     |      |  |      |     |   |  |     |    |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------- | --------------- | --- | ---- |  | ---- | --- | - |  | --- | -- | -
|                                                                                                                                                                                                                        |               | As of March 31, |    
|                                                                                                                                                                                                                        | 2012          |                 |     | 2013 | 
|                                                                                                                                                                                                                        | (In millions) |                
|Change in benefit obligation:                                                                                                                                                                                           |               |                 |     |      |  |      |     |   |  |     |    |  
|Benefit obligation, beginning of the year                                                                                                                                                                               |               | LOGO            | 454 |      |  | LOGO | 520 |   |  | US$ | 10 |  
|Service cost                                                                                                                                                                                                            |               |                 | 5   |      |  |      | 6   |   |  |     |   |  
|Interest cost                                                                                                                                                                                                           |               |                 | 35  |      |  |      | 43  |   |  |     | 1  |  
|Actuarial loss                                                                                                                                                                                                          |               |                 | 94  |      |  |      | 92  |   |  |     | 2  |  
|Benefits paid                                                                                                                                                                                                           |               |                 | (68 | )    |  |      | (93 | ) |  |     | (2 | )
|Benefit obligation, end of the year (included in other current liabilities


LOGO
 39 million (fiscal 2012


LOGO
 37 million) and other non-current liabilities


LOGO
 529 million (fiscal 2012


LOGO
 483 million)) |               | LOGO            | 520 |      |  | LOGO | 568 |   |  | US$ | 11 |  
|Actuarial loss recognized as a component of accumulated other comprehensive loss                                                                                                                                        |               |                 | 94  |      |  |      | 92  |   |  |     | 2  |  

The amounts recognized in the statement of operations for the year ended March 31, 2013:



|                               |               |                 |    |      |  |      |      |  |  |      |    |  |  |     |   | 
|------------------------------ | ------------- | --------------- | -- | ---- |  | ---- | ---- |  |  | ---- | -- |  |  | --- | - | 
|                               |               | As of March 31, |   
|                               | 2011          |                 |    | 2012 |  |      | 2013 | 
|                               | (In millions) |                
|Service cost                   |               | LOGO            | 40 |      |  | LOGO | 5    |  |  | LOGO | 6  |  |  | US$ |  | 
|Interest cost                  |               |                 | 35 |      |  |      | 35   |  |  |      | 43 |  |  |     | 1 | 
|Amortization of actuarial loss |               |                 | 9  |      |  |      | 11   |  |  |      | 17 |  |  |     |  | 
|                               |               |                 |    |      |  |      |      |  |  |      |    |  |  |     |   | 
|Net Medical cost               |               | LOGO            | 84 |      |  | LOGO | 51   |  |  | LOGO | 66 |  |  | US$ | 1 | 
|                               |               |                 |    |      |  |      |      |  |  |      |    |  |  |     |   | 

The health care cost trend rate has a significant effect on the amounts reported. The assumed health care
cost trend rate used to determine the accumulated post-retirement benefit obligation calculated as at March 31, 2012 and 2013 is 2%. A one-percentage-point change in assumed health care cost trend rates would have the following effects:



|                                             |                     |                      |    |          |  |  |          |   |  |          |    |  |  |  |     |  
|-------------------------------------------- | ------------------- | -------------------- | -- | -------- |  |  | -------- | - |  | -------- | -- |  |  |  | --- | -
|                                             |                     | Year ended March 31, |   
|                                             | 2012                |                      |    | 2013     | 
|                                             | 1-Percentage-Point  |                     
|                                             | (


LOGO
 millions) |                     
|                                             | Increase            |                      |    | Decrease |  |  | Increase |   |  | Decrease |   
|Effect on Interest Cost                      |                     |                      | 1  |          |  |  | (1       | ) |  |          | 1  |  |  |  | (1  | )
|Effect on post-retirement benefit obligation |                     |                      | 13 |          |  |  | (11      | ) |  |          | 13 |  |  |  | (12 | )

The assumptions used in accounting for the medical benefit plan are set out below:



|                                                             |     |          |     |         
|------------------------------------------------------------ | --- | -------- | --- | --------
|                                                             |     | 2012     |     | 2013    
|                                                             | (%) |          | (%)
|Discount rate                                                |     | 8.50     |     | 8       
|Rate of increase in compensation levels of covered employees |     | 6.0-10.0 |     | 6.0-10.0



F-36



---

Accumulated benefit obligation was


LOGO
 479 million and


LOGO
 523 million (US$ 10 million) for fiscal 2012 and 2013 respectively.

The expected
benefit payments to be paid for future service are based on the same assumptions used to measure Tata Communications medical obligation as on March 31, 2013 and are as follows:



|                      |  |               |     | 
|--------------------- |  | ------------- | --- | 
|Year ending March 31, |  | (In millions) |    
|2014                  |  | LOGO          | 41  | 
|2015                  |  |               | 43  | 
|2016                  |  |               | 45  | 
|2017                  |  |               | 46  | 
|2018                  |  |               | 48  | 
|2019-2024             |  |               | 312 | 

Pension

In fiscal 2007, the Company purchased participating annuity contracts in respect of its obligation in India relating to employees transferred from the erstwhile Overseas Communication Services
(OCS). The cost of participation is recognized as an asset and has been stated at fair value of


LOGO
 237 million and


LOGO
 296 million (US$ 5 million) as of March 31, 2012 and 2013. Additionally in fiscals 2012 and 2013, the Company purchased additional annuity contracts for


LOGO
 155 million and


LOGO
 81 million (US$ 1 million) in respect of increase in benefits to OCS employees resulting from cost of living increase. The cost of living increase in pension benefits is at the discretion of Government of India.
The cost of purchase of the additional annuity contracts of


LOGO
 79 million,


LOGO
 155 million and


LOGO
 81 million (US$ 1 million) has been recognized as expense in fiscal 2011, 2012 and 2013 respectively.

Provident Fund

In accordance with Indian law, eligible employees of the
Company are entitled to receive benefits under the provident fund, a defined contribution plan in which both the employee and employer make monthly contributions to the plan at 12% of the employees salary (basic plus cost of living
allowances). These contributions are made to a fund set up as an irrevocable trust and are expensed as incurred.

The Company
contributed


LOGO
 200 million,


LOGO
 222 million and


LOGO
 251 million (US$ 5 million) to provident fund in fiscals 2011, 2012 and 2013 respectively.



| | (b) | International plans:
| | --- | --------------------

Defined benefit Pension Plans

The Company has both a contributory and
non-contributory defined benefit pension plans that covers certain of its employees in Canada. The Company also has an unfunded Supplemental Employee Retirement Plan (SERP) covering certain senior executives in Canada, closed on
February 13, 2006. The plan provides for defined benefit based on years of service and final average salary.



F-37



---

The following table summarizes changes in benefit obligations and in the plan assets for the contributory
and non-contributory defined benefit pension plans:



|                                                                                          |               |               |        |                  |  |      |       |   |  |      |     |   |  |      |       |   |  |      |       |   |  |     |     |  
|----------------------------------------------------------------------------------------- | ------------- | ------------- | ------ | ---------------- |  | ---- | ----- | - |  | ---- | --- | - |  | ---- | ----- | - |  | ---- | ----- | - |  | --- | --- | -
|                                                                                          |               | Pension Plans |       
|                                                                                          | Contributory  |               |        | Non-contributory | 
|                                                                                          | 2012          |               |        | 2013             |  |      | 2012  |   |  | 2013 |    
|                                                                                          | (In millions) |              
|                                                                                          |               |               |        |                  |  |     
|Benefit obligation, beginning of the year                                                 |               | LOGO          | 4,125  |                  |  | LOGO | 4,905 |   |  | US$  | 90  |   |  | LOGO | 3,699 |   |  | LOGO | 4,970 |   |  | US$ | 91  |  
|                                                                                          |               |               |        |                  |  |     
|Service cost                                                                              |               |               | 24     |                  |  |      | 18    |   |  |      |    |   |  |      | 71    |   |  |      | 96    |   |  |     | 2   |  
|                                                                                          |               |               |        |                  |  |     
|Interest cost                                                                             |               |               | 230    |                  |  |      | 228   |   |  |      | 4   |   |  |      | 210   |   |  |      | 235   |   |  |     | 5   |  
|                                                                                          |               |               |        |                  |  |     
|Benefits paid                                                                             |               |               | (264   | )                |  |      | (326  | ) |  |      | (6  | ) |  |      | (211  | ) |  |      | (328  | ) |  |     | (6  | )
|                                                                                          |               |               |        |                  |  |     
|Actuarial loss                                                                            |               |               | 332    |                  |  |      | 265   |   |  |      | 4   |   |  |      | 788   |   |  |      | 406   |   |  |     | 7   |  
|                                                                                          |               |               |        |                  |  |     
|Effect of foreign exchange rate changes                                                   |               |               | 458    |                  |  |      | 226   |   |  |      | 4   |   |  |      | 413   |   |  |      | 224   |   |  |     | 4   |  
|                                                                                          |               |               |        |                  |  |     
|Benefit obligation, end of the year                                                       |               |               | 4,905  |                  |  |      | 5,316 |   |  |      | 96  |   |  |      | 4,970 |   |  |      | 5,603 |   |  |     | 103 |  
|                                                                                          |               |               |        |                  |  |     
|Fair value of plan assets, beginning of the year                                          |               |               | 5,428  |                  |  |      | 6,473 |   |  |      | 118 |   |  |      | 4,324 |   |  |      | 5,307 |   |  |     | 97  |  
|                                                                                          |               |               |        |                  |  |     
|Expected return on plan assets                                                            |               |               | *706   |                  |  |      | *264  |   |  |      | 5   |   |  |      | **539 |   |  |      | **237 |   |  |     | 4   |  
|                                                                                          |               |               |        |                  |  |     
|Contributions                                                                             |               |               |       |                  |  |      |      |   |  |      |    |   |  |      | 163   |   |  |      | 258   |   |  |     | 5   |  
|                                                                                          |               |               |        |                  |  |     
|Benefits paid                                                                             |               |               | (264   | )                |  |      | (326  | ) |  |      | (6  | ) |  |      | (211  | ) |  |      | (328  | ) |  |     | (6  | )
|                                                                                          |               |               |        |                  |  |     
|Effect of foreign exchange rate changes                                                   |               |               | 603    |                  |  |      | 303   |   |  |      | 6   |   |  |      | 492   |   |  |      | 243   |   |  |     | 5   |  
|                                                                                          |               |               |        |                  |  |     
|Fair value of plan assets, end of the year                                                |               |               | 6,473  |                  |  |      | 6,714 |   |  |      | 123 |   |  |      | 5,307 |   |  |      | 5,717 |   |  |     | 105 |  
|                                                                                          |               |               |        |                  |  |     
|Funded status                                                                             |               |               | 1,568  |                  |  |      | 1,398 |   |  |      | 27  |   |  |      | 337   |   |  |      | 114   |   |  |     | 2   |  
|                                                                                          |               |               |        |                  |  |     
|Prepaid pension asset                                                                     |               |               | 1,568  |                  |  |      | 1,398 |   |  |      | 27  |   |  |      | 337   |   |  |      | 114   |   |  |     | 2   |  
|                                                                                          |               |               |        |                  |  |     
|Actuarial (gain) / loss recognized as a component of accumulated other comprehensive loss |               |               | *(127) |                  |  |      | *270  |   |  |      | 5   |   |  |      | **451 |   |  |      | **393 |   |  |     | 7   |  



|* | This amount includes actuarial gain/(loss) of


LOGO
 458 million and


LOGO
 (5) million on plan assets for fiscal 2012 and 2013 respectively.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------

|** | This amount includes actuarial gain of


LOGO
 337 million and


LOGO
 13 million on plan assets for fiscal year 2012 and 2013 respectively.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------



F-38



---

The following table summarizes changes in benefit obligations for the Companies Supplemental
Employee Retirement Plan:



|                                                                                 |               |                                       |     |      |  |      |      |   |  |     |    |  
|-------------------------------------------------------------------------------- | ------------- | ------------------------------------- | --- | ---- |  | ---- | ---- | - |  | --- | -- | -
|                                                                                 |               | Supplemental Employee Retirement Plan |    
|                                                                                 | 2012          |                                       |     | 2013 | 
|                                                                                 | (In millions) |                                      
|Benefit obligation, beginning of the year                                        |               | LOGO                                  | 156 |      |  | LOGO | 218  |   |  | US$ | 4  |  
|Service Cost                                                                     |               |                                       | 5   |      |  |      | 3    |   |  |     |   |  
|Interest Cost                                                                    |               |                                       | 9   |      |  |      | 8    |   |  |     |   |  
|Benefits paid                                                                    |               |                                       |    |      |  |      | (260 | ) |  |     | (5 | )
|Actuarial loss                                                                   |               |                                       | 29  |      |  |      | 51   |   |  |     | 1  |  
|Effect of foreign exchange rate changes                                          |               |                                       | 19  |      |  |      | 13   |   |  |     |   |  
|Benefit obligation, end of the year (included in other non-current liabilities)  |               |                                       | 218 |      |  |      | 33   |   |  |     |   |  
|Actuarial loss recognized as a component of accumulated other comprehensive loss |               |                                       | 29  |      |  |      | 51   |   |  |     | 1  |  

Other Post Retirement Plan

The Company also has a post-retirement health care and life insurance plan (OPEB).

The following table summarizes changes in benefit obligations for the Companys post- retirement benefit obligations:



|                                                                                        |               |                            |    |      |  |      |     |   |  |     |   | 
|--------------------------------------------------------------------------------------- | ------------- | -------------------------- | -- | ---- |  | ---- | --- | - |  | --- | - | 
|                                                                                        |               | Other Post-retirement Plan |   
|                                                                                        | 2012          |                            |    | 2013 | 
|                                                                                        | (In millions) |                           
|Benefit obligation, beginning of the year                                               |               | LOGO                       | 74 |      |  | LOGO | 94  |   |  | US$ | 2 | 
|Service Cost                                                                            |               |                            | 2  |      |  |      | 3   |   |  |     |  | 
|Interest Cost                                                                           |               |                            | 4  |      |  |      | 4   |   |  |     |  | 
|Benefits paid                                                                           |               |                            | (6 | )    |  |      | (6  | ) |  |     |  | 
|Actuarial gain                                                                          |               |                            | 11 |      |  |      | (18 | ) |  |     |  | 
|Effect of foreign exchange rate changes                                                 |               |                            | 9  |      |  |      | 5   |   |  |     |  | 
|Benefit obligation, end of the year (included in other non-current liabilities)         |               |                            | 94 |      |  |      | 82  |   |  |     | 2 | 
|Actuarial loss/(gain) recognized as a component of accumulated other comprehensive loss |               |                            | 11 |      |  |      | (18 | ) |  |     |  | 

The health care cost trend rate has a significant effect on the amounts reported. The assumed health care
trend rate used to determine the accumulated post-retirement benefit obligation calculated as at 2012 and 2013 is 8.94% and 8.38% respectively. The ultimate weighted-average health care trend is 4.43% and is expected to be attained in the year 2030.
A one-percentage-point change in assumed health care cost trend rates would not have any material impact on service cost components and interest cost components.

Effect on post-retirement benefit obligation is as follows:



|                                             |      |                       |    |      |          |  |    |          |  |  |          |  |  |  |    |  
|-------------------------------------------- | ---- | --------------------- | -- | ---- | -------- |  | -- | -------- |  |  | -------- |  |  |  | -- | -
|                                             |      | Years ended March 31, |   
|                                             | 2012 |                       |    | 2013 |         
|                                             |      | 1-Percentage-Point    |   
|                                             |      | (


LOGO
 millions)   |   
|                                             |      | Increase              |    |      | Decrease |  |    | Increase |  |  | Decrease | 
|                                             |      |                       |    |     
|Effect on post-retirement benefit obligation |      |                       | 10 |      |          |  | (8 | )        |  |  | 7        |  |  |  | (7 | )



F-39



---

The components of pension expense are as follows:



|                                      |               |                      |      |      |  |      |      |   |  |      |      |   |  |     |    |  
|------------------------------------- | ------------- | -------------------- | ---- | ---- |  | ---- | ---- | - |  | ---- | ---- | - |  | --- | -- | -
|                                      |               | Year ended March 31, |     
|                                      | 2011          |                      |      | 2012 |  |      | 2013 |  
|                                      | (In millions) |                     
|Service cost                          |               | LOGO                 | 96   |      |  | LOGO | 102  |   |  | LOGO | 120  |   |  | US$ | 2  |  
|Interest cost                         |               |                      | 433  |      |  |      | 453  |   |  |      | 475  |   |  |     | 9  |  
|Expected Return on assets             |               |                      | (482 | )    |  |      | (450 | ) |  |      | (493 | ) |  |     | (9 | )
|Amortization of actuarial (gain)/loss |               |                      | (1   | )    |  |      | (1   | ) |  |      | 90   |   |  |     | 2  |  
|                                      |               |                      |      |      |  |      |      |   |  |      |      |   |  |     |    |  
|Net pension cost                      |               | LOGO                 | 46   |      |  | LOGO | 104  |   |  | LOGO | 192  |   |  | US$ | 4  |  
|                                      |               |                      |      |      |  |      |      |   |  |      |      |   |  |     |    |  

The accumulated benefit obligation for all overseas plans as at March 31, 2012 and 2013 is


LOGO
 9,808 million and


LOGO
 10,616 million (US$ 195 million) respectively.

The estimated amount of experience gain
that will be amortized from accumulated other comprehensive loss are not expected to be material over the next fiscal 2014.

The assumptions used in accounting for the pension plans and the other benefit plans on a weighted-average basis are as follows:



|                                           |      |                       |      |      |  |  |      | 
|------------------------------------------ | ---- | --------------------- | ---- | ---- |  |  | ---- | 
|                                           |      | Years ended March 31, |     
|                                           | 2012 |                       |      | 2013 | 
|                                           | (%)  |                       |      | (%)  | 
|Discount rate used for benefit obligations |      |                       | 4.50 |      |  |  | 4.00 | 
|Expected long-term return on plan assets   |      |                       | 4.50 |      |  |  | 4.00 | 
|Inflation                                  |      |                       | 2.00 |      |  |  | 2.00 | 
|Rate of compensation increase              |      |                       | 3.00 |      |  |  | 3.00 | 

The discount rate is based on rate of return on the portfolio of high quality corporate bonds. The
long-term rate of return on plan assets was determined as the weighted-average of expected return of each of the asset classes in the target allocation of plan assets. The expected return of each asset class is the investment managers
assessment of future returns. These expectations were compared to historical market returns to ensure that the expected return for each class was a conservative estimate. The estimates of the future compensation increases have been made after taking
into account inflation, seniority, promotion and other relevant factors.

Employee benefit plan investment components
and investment strategy

The Company uses an active management style to manage short-term securities, Canadian equities
and international equities. Canadian bonds, US equities and the asset mix are managed passively. To accomplish this, the Company has entrusted this task to a professional investment manager. The management mandate defines the targeted asset
allocation and the parameters for evaluating the manager performance.

The asset allocation policy is same as the previous
year. The ultimate target is 10% equity, 90% fixed income for the contributory plan and 20% equity, 80% fixed income for the non-contributory plan. The portfolio manager has the flexibility to vary around the target without the need for immediate
rebalancing. Allowed ranges are ±2% for asset classes with weights of up to 20% and ±4% for asset classes with weights over 20%. If the asset allocation moves outside of the allowable range, the portfolio manager will be responsible
for initiating action to rebalance the portfolio back within the allowable range within 60 days.



F-40



---

The fair value of Companys pension plan assets at March 31, by asset category are
as follows:



|                                      |  |                                   |        |  |         |      |   |         |  |      |       |  |  |      |        | 
|------------------------------------- |  | --------------------------------- | ------ |  | ------- | ---- | - | ------- |  | ---- | ----- |  |  | ---- | ------ | 
|                                      |  | As of March 31, 2012(In
millions) |       
|                                      |  | Level 1                           |        |  | Level 2 |      |   | Level 3 |  |      | Total | 
|Cash                                  |  | LOGO                              | 21     |  |         | LOGO |  |         |  | LOGO |      |  |  | LOGO | 21     | 
|Canadian  Mutual Fund (Equity)       |  |                                   | 846    |  |         |      |  |         |  |      |      |  |  |      | 846    | 
|Canadian  Mutual Fund (Money Market) |  |                                   | 288    |  |         |      |  |         |  |      |      |  |  |      | 288    | 
|Canadian  Mutual Fund (Debt)         |  |                                   | 9,709  |  |         |      |  |         |  |      |      |  |  |      | 9,709  | 
|Other  Mutual Fund (Equity)          |  |                                   | 916    |  |         |      |  |         |  |      |      |  |  |      | 916    | 
|                                      |  |                                   |        |  |         |      |   |         |  |      |       |  |  |      |        | 
|Total                                 |  | LOGO                              | 11,780 |  |         | LOGO |  |         |  | LOGO |      |  |  | LOGO | 11,780 | 
|                                      |  |                                   |        |  |         |      |   |         |  |      |       |  |  |      |        | 



|                                      |  |                                   |        |  |         |      |   |         |  |      |       |  |  |      |        |  |  |     |     | 
|------------------------------------- |  | --------------------------------- | ------ |  | ------- | ---- | - | ------- |  | ---- | ----- |  |  | ---- | ------ |  |  | --- | --- | 
|                                      |  | As of March 31, 2013(In
millions) |       
|                                      |  | Level 1                           |        |  | Level 2 |      |   | Level 3 |  |      | Total | 
|Cash                                  |  | LOGO                              | 19     |  |         | LOGO |  |         |  | LOGO |      |  |  | LOGO | 19     |  |  | US$ |    | 
|Canadian  Mutual Fund (Equity)       |  |                                   | 947    |  |         |      |  |         |  |      |      |  |  |      | 947    |  |  |     | 17  | 
|Canadian  Mutual Fund (Money Market) |  |                                   | 272    |  |         |      |  |         |  |      |      |  |  |      | 272    |  |  |     | 5   | 
|Canadian  Mutual Fund (Debt)         |  |                                   | 10,190 |  |         |      |  |         |  |      |      |  |  |      | 10,190 |  |  |     | 187 | 
|Other  Mutual Fund (Equity)          |  |                                   | 1,003  |  |         |      |  |         |  |      |      |  |  |      | 1,003  |  |  |     | 19  | 
|                                      |  |                                   |        |  |         |      |   |         |  |      |       |  |  |      |        |  |  |     |     | 
|Total                                 |  | LOGO                              | 12,431 |  |         | LOGO |  |         |  | LOGO |      |  |  | LOGO | 12,431 |  |  | US$ | 228 | 
|                                      |  |                                   |        |  |         |      |   |         |  |      |       |  |  |      |        |  |  |     |     | 

The following is description of the assets, information about the valuation techniques used to measure
fair value, key inputs and significant assumptions:

Level 1The fair values of the registered mutual funds are measured
using the net asset value (NAV) and are categorized by the ability to redeem investments at the measurement date.

Cash flows

Contributions

In Canada, an actuarial valuation is required every three
years by the Pension Benefits Standards Act, 1985 for the purpose of contribution. The Company commissioned an independent actuarial consultant for both defined benefit plans.

The Company expects to contribute


LOGO
 150 million to the non-contributory pension plan in fiscal 2014, based on the valuation as at December 31, 2011.

The Company does not expect to contribute to the contributory pension plan in fiscal 2014, based on the valuation as at December 31, 2011 which showed a surplus.

The overseas subsidiaries post-retirement benefit plans other than contributory and non-contributory pension plans were unfunded. The
benefits are funded on a pay-as-you-go basis. The Company funds on a cash basis as benefits are paid and Company expects to pay


LOGO
 8 million in fiscal 2014.



F-41



---

Estimate future benefit payments for overseas plans

The following benefit payments table provides expected benefit payments based on past and future services.



|                       |               |                                                    |       |  |                |     |    |  |  |      |    |  |  |     |   | 
|---------------------- | ------------- | -------------------------------------------------- | ----- |  | -------------- | --- | -- |  |  | ---- | -- |  |  | --- | - | 
|                       |               | Pension Benefits(Contributory and NonContributory) |       |  | Other Benefits |    
|                       | (In millions) |                                                   
|Years ending March 31, |               |                                                    |       |  |                |     |    |  |  |      |    |  |  |     |   | 
|2014                   |               | LOGO                                               | 569   |  |                | US$ | 10 |  |  | LOGO | 8  |  |  | US$ |  | 
|2015                   |               |                                                    | 569   |  |                |     | 10 |  |  |      | 9  |  |  |     |  | 
|2016                   |               |                                                    | 574   |  |                |     | 11 |  |  |      | 8  |  |  |     |  | 
|2017                   |               |                                                    | 574   |  |                |     | 11 |  |  |      | 8  |  |  |     |  | 
|2018                   |               |                                                    | 574   |  |                |     | 11 |  |  |      | 7  |  |  |     |  | 
|2019-2022              |               |                                                    | 2,945 |  |                |     | 54 |  |  |      | 34 |  |  |     | 1 | 

Defined contribution Plans

In addition to these pension plans, there are defined contribution plans qualifying under the provisions of Section 401(k) of the
Internal Revenue Code for U.S. employees, a Registered Retirement Savings Plan (RRSP) for Canadian employees, enabling qualified employees to contribute on a tax-deferred basis and a Group Stakeholder Pension Plan (GSPP) for
UK employees, enabling qualified employees to contribute on a tax-deferred basis. Employer contributions to the 401(k) plan, RRSP and GSPP in aggregate were approximately


LOGO
 153 million,


LOGO
 170 million and


LOGO
 216 million (US$ 4 million) for the year ended, 2011, 2012 and 2013 respectively.

In
addition to above, there are defined contribution plan for qualifying employees in South Africa. The assets are managed separately by Momentum Group Limited. Employer contributed


LOGO
 282 million and


LOGO
 377 million (US$ 7 million) to this plan in fiscal 2012 and 2013 respectively.



|24. | Leases
|--- | ------

As Lessee:

The Company has leased buildings, satellite channels, office equipment, computer equipment, certain circuit capacities, Customer premise equipment (CPE) sites, Automated teller machine (ATM) and ATM
related equipments under operating lease arrangements. Operating lease rent expense was


LOGO
 8,953 million,


LOGO
 14,393 million and


LOGO
 15,264 million (US$ 280 million) in fiscals 2011, 2012 and 2013 respectively. Operating lease rentals includes,


LOGO
 6,804 million,


LOGO
 7,358 million and


LOGO
 8,269 million (US$ 152 million) in fiscals 2011, 2012 and 2013 respectively, under capacity purchase agreements on specified cables for a stated period of time.

The future minimum non-cancelable lease rental payments are as follows:



|                                |  |               |        |  |  |     |     | 
|------------------------------- |  | ------------- | ------ |  |  | --- | --- | 
|Years ending March 31,          |  | (In millions) |       
|2014                            |  | LOGO          | 5,135  |  |  | US$ | 94  | 
|2015                            |  |               | 4,272  |  |  |     | 78  | 
|2016                            |  |               | 3,776  |  |  |     | 69  | 
|2017                            |  |               | 2,977  |  |  |     | 55  | 
|2018                            |  |               | 2,280  |  |  |     | 42  | 
|Thereafter                      |  |               | 6,763  |  |  |     | 124 | 
|                                |  |               |        |  |  |     |     | 
|Total minimum lease commitments |  | LOGO          | 25,203 |  |  | US$ | 462 | 
|                                |  |               |        |  |  |     |     | 

The minimum future lease payments have not been reduced by minimum operating sublease rentals of


LOGO
 333 million due in the future under non-cancellable subleases for certain buildings which extend until December, 2020.


LOGO
 87 million,


LOGO
 46 million and


LOGO
 33 million (US$ 1 million) in fiscal 2011, 2012 and 2013 respectively was recognized as sublease rental income.



F-42



---

As Lessor:

IRUs with costs of


LOGO
 505 million and accumulated depreciation of


LOGO
 284 million have been leased under operating lease arrangements. Depreciation expense of


LOGO
 34 million (US$ 1 million) in respect of these assets has been recognized in the fiscal 2011, 2012 and 2013.

Cost and accumulated depreciation of IRUs in which only a portion of capacity has been leased under operating lease arrangements are not readily determinable as these are not allocable to the leased
capacity. Lease rental income related to IRUs was


LOGO
 147 million,


LOGO
 317 million and


LOGO
 418 million (US$ 8 million) in fiscals 2011, 2012 and 2013 respectively.

Future
non-cancelable lease rent payments to be received are as follows:



|                             |  |               |       |  |  |     |    | 
|---------------------------- |  | ------------- | ----- |  |  | --- | -- | 
|Years ending March 31,       |  | (In millions) |      
|2014                         |  | LOGO          | 409   |  |  | US$ | 7  | 
|2015                         |  |               | 358   |  |  |     | 6  | 
|2016                         |  |               | 359   |  |  |     | 7  | 
|2017                         |  |               | 358   |  |  |     | 7  | 
|2018                         |  |               | 358   |  |  |     | 7  | 
|Thereafter                   |  |               | 1,978 |  |  |     | 36 | 
|Total minimum lease receipts |  | LOGO          | 3,820 |  |  | US$ | 70 | 



|25. | Fair value measurements
|--- | -----------------------

The Company measures certain financial assets and liabilities at fair value on a recurring basis, including investment
securities and derivatives. The fair value measurements of these derivative instruments and investment securities using the following inputs as of March 31, 2012 and 2013



|                                                                                        |  |                                              |   |  |         |      |       |         |  |      |       |  |  |      |       |  
|--------------------------------------------------------------------------------------- |  | -------------------------------------------- | - |  | ------- | ---- | ----- | ------- |  | ---- | ----- |  |  | ---- | ----- | -
|                                                                                        |  | Fair Value measurements as at March 31, 2012 |  
|                                                                                        |  | Level 1                                      |   |  | Level 2 |      |       | Level 3 |  |      | Total | 
|Particulars                                                                             |  | (In millions)                                |  
|Liabilities                                                                             |  |                                              |   |  |         |      |       |         |  |      |       |  |  |      |       |  
|                                                                                        |  |                                              |   | 
|Derivatives not designated as hedging instrument:                                       |  |                                              |   |  |         |      |       |         |  |      |       |  |  |      |       |  
|Foreign currency contracts included in accrued expenses and other current liabilities   |  | LOGO                                         |  |  |         | LOGO | 76    |         |  | LOGO |      |  |  | LOGO | 76    |  
|Interest rate swap contracts included in accrued expenses and other current liabilities |  |                                              |  |  |         |      | 1,176 |         |  |      |      |  |  |      | 1,176 |  
|Interest rate swap contracts included in other non-current liabilities                  |  |                                              |  |  |         |      | 242   |         |  |      |      |  |  |      | 242   |  
|                                                                                        |  |                                              |   | 
|Derivatives designated as hedging instrument:                                           |  |                                              |   |  |         |      |       |         |  |      |       |  |  |      |       |  
|Foreign Currency contracts included in accrued expenses and other current liabilities   |  |                                              |  |  |         |      | 319   |         |  |      |      |  |  |      | 319   |  
|Interest rate swap contracts included in other non-current liabilities                  |  |                                              |  |  |         |      | (24   | )       |  |      |      |  |  |      | (24   | )
|                                                                                        |  |                                              |   |  |         |      |       |         |  |      |       |  |  |      |       |  
|Total                                                                                   |  | LOGO                                         |  |  |         | LOGO | 1,789 |         |  | LOGO |      |  |  | LOGO | 1,789 |  
|                                                                                        |  |                                              |   |  |         |      |       |         |  |      |       |  |  |      |       |  



F-43



---

|                                                                                        |  |                                              |   |  |         |      |       |         |  |      |       |  |  |      |       |  |  |     |     | 
|--------------------------------------------------------------------------------------- |  | -------------------------------------------- | - |  | ------- | ---- | ----- | ------- |  | ---- | ----- |  |  | ---- | ----- |  |  | --- | --- | 
|                                                                                        |  | Fair Value measurements as at March 31, 2013 |  
|                                                                                        |  | Level 1                                      |   |  | Level 2 |      |       | Level 3 |  |      | Total | 
|Particulars                                                                             |  | (In millions)                                |  
|                                                                                        |  |                                              |   |  |        
|Assets                                                                                  |  |                                              |   |  |         |      |       |         |  |      |       |  |  |      |       |  |  |     |     | 
|                                                                                        |  |                                              |   |  |        
|Derivatives not designated as hedging instrument:                                       |  |                                              |   |  |         |      |       |         |  |      |       |  |  |      |       |  |  |     |     | 
|                                                                                        |  |                                              |   |  |        
|Foreign currency contracts included in other current assets                             |  | LOGO                                         |  |  |         | LOGO | 51    |         |  | LOGO |      |  |  | LOGO | 51    |  |  | US$ | 1   | 
|                                                                                        |  |                                              |   |  |        
|Available-for-sale investments                                                          |  |                                              |  |  |         |      | 5,689 |         |  |      |      |  |  |      | 5,689 |  |  |     | 104 | 
|                                                                                        |  |                                              |   |  |         |      |       |         |  |      |       |  |  |      |       |  |  |     |     | 
|Total                                                                                   |  | LOGO                                         |  |  |         | LOGO | 5,740 |         |  | LOGO |      |  |  | LOGO | 5,740 |  |  | US$ | 105 | 
|                                                                                        |  |                                              |   |  |         |      |       |         |  |      |       |  |  |      |       |  |  |     |     | 
|                                                                                        |  |                                              |   |  |        
|Liabilities                                                                             |  |                                              |   |  |         |      |       |         |  |      |       |  |  |      |       |  |  |     |     | 
|                                                                                        |  |                                              |   |  |        
|Derivatives not designated as hedging instrument:                                       |  |                                              |   |  |         |      |       |         |  |      |       |  |  |      |       |  |  |     |     | 
|                                                                                        |  |                                              |   |  |        
|Currency swap contracts included in other non-current liabilities                       |  | LOGO                                         |  |  |         | LOGO | 7     |         |  | LOGO |      |  |  | LOGO | 7     |  |  | US$ |    | 
|Foreign Currency contracts included in accrued expenses and other current liabilities   |  |                                              |  |  |         |      | 5     |         |  |      |      |  |  |      | 5     |  |  |     |    | 
|Interest rate swap contracts included in accrued expenses and other current liabilities |  |                                              |  |  |         |      | 321   |         |  |      |      |  |  |      | 321   |  |  |     | 6   | 
|                                                                                        |  |                                              |   |  |        
|Derivatives designated as hedging instrument:                                           |  |                                              |   |  |         |      |       |         |  |      |       |  |  |      |       |  |  |     |     | 
|Interest rate swap contracts included in accrued expenses and other current liabilities |  |                                              |  |  |         |      | 85    |         |  |      |      |  |  |      | 85    |  |  |     | 1   | 
|Interest rate swap contracts included in other non-current liabilities                  |  |                                              |  |  |         |      | 63    |         |  |      |      |  |  |      | 63    |  |  |     | 1   | 
|                                                                                        |  |                                              |   |  |         |      |       |         |  |      |       |  |  |      |       |  |  |     |     | 
|Total                                                                                   |  | LOGO                                         |  |  |         | LOGO | 481   |         |  | LOGO |      |  |  | LOGO | 481   |  |  | US$ | 8   | 
|                                                                                        |  |                                              |   |  |         |      |       |         |  |      |       |  |  |      |       |  |  |     |     | 

Investments:Investments in liquid and ultra short-term mutual funds which are classified as
available-for-sale are measured using the net asset value (NAV) provided by the administrator of the fund, and are categorized by the ability to redeem investments at the measurement date.

Derivatives: The fair value is determined based on observable market inputs including currency spot and forward rates, yield curves,
currency volatility, LIBOR rates, swap rates.

Fair Value disclosure of Financial Instruments:

The carrying amounts of cash and cash equivalents, accounts receivable, other current assets, accounts payable, accrued expenses, other
current liabilities and short term borrowings, approximate their fair values due to the short- term nature of these instruments.

Available-for-sale securities with readily determinable fair value are carried at their fair values, which are generally based on market
price quotations.

The fair value of the foreign currency long-term loans of


LOGO
 110,514 million (US$ 2,027 million) is approximately


LOGO
 111,255 million (US$ 2,041 million) based on the discounted future cash flows at market interest rate prevailing as of balance sheet date and recently negotiated terms at market rates. The term loans and NCDs
totaling


LOGO
 6,920 million (US$ 127 million) has an estimated fair value of approximately


LOGO
 7,031 million (US$ 129 million) based on the discounted future cash flows at market interest rate prevailing as of balance sheet date.



F-44



---

Estimation of fair value of financial instrument relies on management judgment; however there are inherent
uncertainties in any estimation technique. Therefore, for substantially all financial instruments, the fair value are not necessarily indicative of all the amounts the Company could have realized in a sale transaction as of March 31, 2013. The
estimated fair value amounts as of March 31, 2013 have been measured as of this date, and have not been re-evaluated or updated for purposes of these consolidated financial statements.



|26. | Derivative financial instruments
|--- | --------------------------------



| | a) | Interest Rate Swap Agreements (Swaps)
| | -- | ---------------------------------------

The Companys overall risk management objective is to mitigate the negative impact of volatile global markets on its cash flow and earnings. The Company uses interest rate swaps to manage the market
risks associated to interest rate movements relating to its variable-rate long-term debt. As of March 31, 2013 the Company had outstanding interest rate swaps designated as cash flow hedges to convert the variable interest rate of its long term
debt to a fixed rate with a total notional amount of


LOGO
 16,286 million (US$ 299 million). Additionally, as of March 31, 2013 the Company had outstanding interest rate swaps with total notional amount of


LOGO
 9,510 million (US$ 174 million) which do not qualify for hedge accounting. Under the terms of the swaps the Company will pay an interest rate ranging from 0.57% to 3.25% in exchange for the variable interest
rate equal to US$ LIBOR. These swaps expire within one year to five years from the balance sheet date.

The differential paid
or received on the swaps designated as hedges is recognized as adjustments to interest expense. The effective portion of the changes in the fair value of the swaps designated as hedges are deferred in accumulated other comprehensive loss and is
recognized as interest expense when the hedged item affects earnings. The impact to earnings associated with hedge ineffectiveness is recorded in interest expense immediately.

The following table summarizes the activity in accumulated other comprehensive loss related to derivatives designated as cash flow hedges during the year ended March 31, 2012 and 2013:



|                                                |                          |               |      |                          |  |      |      |   |  |     |    |  
|----------------------------------------------- | ------------------------ | ------------- | ---- | ------------------------ |  | ---- | ---- | - |  | --- | -- | -
|                                                |                          | (In millions) |     
|                                                | Year ended March 31,2012 |               |      | Year endedMarch 31, 2013 | 
|Beginning balance-loss                          |                          | LOGO          | 291  |                          |  | LOGO | 23   |   |  | US$ | 1  |  
|Net unrealized loss/(gain) for the year         |                          |               | (25  | )                        |  |      | 175  |   |  |     | 3  |  
|Realized gain/(loss) reclassified into earnings |                          |               | (243 | )                        |  |      | (159 | ) |  |     | (3 | )
|                                                |                          |               |      |                          |  |      |      |   |  |     |    |  
|Ending balance  loss                           |                          | LOGO          | 23   |                          |  | LOGO | 39   |   |  | US$ | 1  |  
|                                                |                          |               |      |                          |  |      |      |   |  |     |    |  

Based on the terms of the derivative instruments designated as cash flow hedges,


LOGO
 33 million (US$ 1 million) of unrealized gain currently in accumulated other comprehensive income will be transferred to interest expense in the statement of operations in the fiscal 2014.

In fiscal 2013,


LOGO
 181 million (US$ 3 million) has been recognized in interest expense for fair value changes on interest rate swaps which do not qualify for hedge accounting.



| | b) | Foreign Exchange Forward Contracts
| | -- | ----------------------------------

The Company uses foreign currency forward contracts to manage the exchange risks associated with movements in United States Dollar, Canadian Dollar, Euro and other currencies.

The Company had outstanding foreign exchange forward contracts with total notional amount of


LOGO
 2,047 million and


LOGO
 2,891 million (US$ 53 million) as of fiscals 2012 and 2013 respectively. These contracts are for a period between 2 days and six months. Although these contracts are effective as hedges from an economic
perspective they do not qualify for hedge accounting.

An exchange gain/(loss) of


LOGO
 (151) million,


LOGO
 (75) million and


LOGO
 211 million (US$ 4 million) in fiscal 2011, 2012 and 2013 respectively on foreign currency forward contracts have been recognized in other non-operating income, net.



| | c) | Cross Currency Swap
| | -- | -------------------

The Company uses cross currency swaps/contracts to manage the exchange risks associated with movements in foreign currencies associated
with long term loan liabilities, primarily SG$ loan liabilities. Although these contracts are effective as hedges from an economic perspective but they are not designated as hedges.



F-45



---

As at March 31, 2013 the Company had open cross currency swap contracts of SG$
250 million equivalent to


LOGO
 10,912 million (US$ 200 million).

Under the terms of the cross currency swap the
Company will pay an interest rate ranging from 4.52% per annum to 4.54% per annum on US$ principal in exchange for the fixed interest rate of 4.25% on SG$ principal. The entire cross currency swaps will expire in three years from balance
sheet date.

The Company recognizes outstanding cross currency swaps at fair value. Changes in fair value on these swaps are
recognized in the statement of operations.

The differences of interest paid and received on the above cross currency swaps are
recognized under interest expense.



|27. | Segment information
|--- | -------------------

The Board of Directors and the Managing Director of the Company together as a group constitute the Chief
Operating Decision Makers (CODM) and allocate resources to and assess the performance of the segments of the Company.

The Company had identified the following operating segments based on the organizational structure and for which discrete financial
information including segment results is available:

Global Voice Solutions (GVS): includes International and National Long
Distance Voice services

Global Data and Managed Services (GDMS): includes corporate data transmission services data centers,
virtual private network, signaling and roaming services, television and other network and managed services.

South Africa
Operations (SAO) (effective from May 30, 2011 on acquisition of controlling interest in SEPCO Group): SAO includes enterprise business solution services for the wholesale and corporate market, telephony and data services for retail customers in
South Africa.

Segment information for fiscals 2011, 2012 and 2013 is as follows:



|                                              |  |                           |        |  |                                |      |        |       |  |      |         |  
|--------------------------------------------- |  | ------------------------- | ------ |  | ------------------------------ | ---- | ------ | ----- |  | ---- | ------- | -
|                                              |  | Year ended March 31, 2011 |       
|                                              |  | Global VoiceSolutions     |        |  | Global Data andManagedServices |      |        | Total | 
|                                              |  | (In millions)             |       
|Revenues                                      |  | LOGO                      | 65,516 |  |                                | LOGO | 48,324 |       |  | LOGO | 113,840 |  
|Interconnection Charges                       |  |                           | 55,065 |  |                                |      | 9,916  |       |  |      | 64,981  |  
|                                              |  |                           |        |  |                                |      |        |       |  |      |         |  
|Net revenues                                  |  | LOGO                      | 10,451 |  |                                | LOGO | 38,408 |       |  | LOGO | 48,859  |  
|                                              |  |                           |        |  |                                |      |        |       |  |      |         |  
|Other network and telecommunication costs     |  |                           | 433    |  |                                |      | 1,799  |       |  |      | 2,232   |  
|License fees                                  |  |                           | 3      |  |                                |      | 661    |       |  |      | 664     |  
|                                              |  |                           |        |  |                                |      |        |       |  |      |         |  
|Segment results                               |  | LOGO                      | 10,015 |  |                                | LOGO | 35,948 |       |  | LOGO | 45,963  |  
|                                              |  |                           |        |  |                                |      |        |       |  |      |         |  
|Unallocable costs:                            |  |                           |        |  |                                |      |        |       |  |      |         |  
|Depreciation and amortization                 |  |                           |        |  |                                |      |        |       |  |      | 13,980  |  
|Other operating costs                         |  |                           |        |  |                                |      |        |       |  |      | 32,347  |  
|Operating loss                                |  |                           |        |  |                                |      |        |       |  |      | (364    | )
|Non-operating loss, net                       |  |                           |        |  |                                |      |        |       |  |      | (1,317  | )
|Loss before income tax                        |  |                           |        |  |                                |      |        |       |  |      | (1,681  | )
|Income tax expense                            |  |                           |        |  |                                |      |        |       |  |      | (765    | )
|Equity in net loss of equity method investees |  |                           |        |  |                                |      |        |       |  |      | (5,636  | )
|                                              |  |                           |        |  |                                |      |        |       |  |      |         |  
|Net loss                                      |  |                           |        |  |                                |      |        |       |  | LOGO | (8,082  | )
|                                              |  |                           |        |  |                                |      |        |       |  |      |         |  



F-46



---

|                                              |                      |                           |        |                               |  |      |                        |  |  |       |        |   |  |      |         |  
|--------------------------------------------- | -------------------- | ------------------------- | ------ | ----------------------------- |  | ---- | ---------------------- |  |  | ----- | ------ | - |  | ---- | ------- | -
|                                              |                      | Year ended March 31, 2012 |       
|                                              | GlobalVoiceSolutions |                           |        | GlobalData andManagedServices |  |      | SouthAfricanOperations |  |  | Total |       
|                                              | (In millions)        |                          
|Revenues                                      |                      | LOGO                      | 68,241 |                               |  | LOGO | 56,677                 |  |  | LOGO  | 14,967 |   |  | LOGO | 139,885 |  
|Interconnection Charges                       |                      |                           | 56,058 |                               |  |      | 11,022                 |  |  |       | 6,938  |   |  |      | 74,018  |  
|                                              |                      |                           |        |                               |  |      |                        |  |  |       |        |   |  |      |         |  
|Net revenues                                  |                      | LOGO                      | 12,183 |                               |  | LOGO | 45,655                 |  |  | LOGO  | 8,029  |   |  | LOGO | 65,867  |  
|                                              |                      |                           |        |                               |  |      |                        |  |  |       |        |   |  |      |         |  
|Other network and telecommunication costs     |                      |                           | 439    |                               |  |      | 2,027                  |  |  |       | 433    |   |  |      | 2,899   |  
|License fees                                  |                      |                           | 113    |                               |  |      | 759                    |  |  |       | 56     |   |  |      | 928     |  
|Depreciation and amortization                 |                      |                           |       |                               |  |      |                       |  |  |       | 2,731  |   |  |      | 2,731   |  
|Other operating costs                         |                      |                           |       |                               |  |      | 1,325                  |  |  |       | 6,360  |   |  |      | 7,685   |  
|                                              |                      |                           |        |                               |  |      |                        |  |  |       |        |   |  |      |         |  
|Segment results                               |                      | LOGO                      | 11,631 |                               |  | LOGO | 41,544                 |  |  | LOGO  | (1,551 | ) |  | LOGO | 51,624  |  
|                                              |                      |                           |        |                               |  |      |                        |  |  |       |        |   |  |      |         |  
|Unallocable costs:                            |                      |                           |        |                               |  |      |                        |  |  |       |        |   |  |      |         |  
|Depreciation and amortization                 |                      |                           |        |                               |  |      |                        |  |  |       |        |   |  |      | 15,598  |  
|Other operating costs                         |                      |                           |        |                               |  |      |                        |  |  |       |        |   |  |      | 35,468  |  
|Operating income                              |                      |                           |        |                               |  |      |                        |  |  |       |        |   |  |      | 558     |  
|Non-operating income, net                     |                      |                           |        |                               |  |      |                        |  |  |       |        |   |  |      | 4,678   |  
|Profit before income tax                      |                      |                           |        |                               |  |      |                        |  |  |       |        |   |  |      | 5,236   |  
|Dividend Tax                                  |                      |                           |        |                               |  |      |                        |  |  |       |        |   |  |      | (92     | )
|Income tax expense                            |                      |                           |        |                               |  |      |                        |  |  |       |        |   |  |      | (5,138  | )
|Equity in net loss of equity method investees |                      |                           |        |                               |  |      |                        |  |  |       |        |   |  |      | (944    | )
|                                              |                      |                           |        |                               |  |      |                        |  |  |       |        |   |  |      |         |  
|Net loss                                      |                      |                           |        |                               |  |      |                        |  |  |       |        |   |  | LOGO | (938    | )
|                                              |                      |                           |        |                               |  |      |                        |  |  |       |        |   |  |      |         |  



|                                              |                      |                           |        |                               |  |      |                        |  |  |       |        |   |  |      |         |   |  |     |       |  
|--------------------------------------------- | -------------------- | ------------------------- | ------ | ----------------------------- |  | ---- | ---------------------- |  |  | ----- | ------ | - |  | ---- | ------- | - |  | --- | ----- | -
|                                              |                      | Year ended March 31, 2013 |       
|                                              | GlobalVoiceSolutions |                           |        | GlobalData andManagedServices |  |      | SouthAfricanOperations |  |  | Total |       
|                                              | (In millions)        |                          
|Revenues                                      |                      | LOGO                      | 85,535 |                               |  | LOGO | 67,417                 |  |  | LOGO  | 18,848 |   |  | LOGO | 171,800 |   |  | US$ | 3,151 |  
|Interconnection Charges                       |                      |                           | 71,368 |                               |  |      | 13,763                 |  |  |       | 6,549  |   |  |      | 91,680  |   |  |     | 1,682 |  
|                                              |                      |                           |        |                               |  |      |                        |  |  |       |        |   |  |      |         |   |  |     |       |  
|Net revenues                                  |                      | LOGO                      | 14,167 |                               |  | LOGO | 53,654                 |  |  | LOGO  | 12,299 |   |  | LOGO | 80,120  |   |  | US$ | 1,469 |  
|                                              |                      |                           |        |                               |  |      |                        |  |  |       |        |   |  |      |         |   |  |     |       |  
|                                              |                      |                           |        |                               | 
|Other network and telecommunication costs     |                      |                           | 316    |                               |  |      | 2,366                  |  |  |       | 554    |   |  |      | 3,236   |   |  |     | 59    |  
|License fees                                  |                      |                           |       |                               |  |      | 962                    |  |  |       | 425    |   |  |      | 1,387   |   |  |     | 25    |  
|Depreciation and amortization                 |                      |                           |       |                               |  |      |                       |  |  |       | 3,215  |   |  |      | 3,215   |   |  |     | 59    |  
|Other operating costs                         |                      |                           |       |                               |  |      | 3,081                  |  |  |       | 8,242  |   |  |      | 11,323  |   |  |     | 208   |  
|                                              |                      |                           |        |                               |  |      |                        |  |  |       |        |   |  |      |         |   |  |     |       |  
|Segment results                               |                      | LOGO                      | 13,851 |                               |  | LOGO | 47,245                 |  |  | LOGO  | (137   | ) |  | LOGO | 60,959  |   |  | US$ | 1,118 |  
|                                              |                      |                           |        |                               |  |      |                        |  |  |       |        |   |  |      |         |   |  |     |       |  
|Unallocable costs:                            |                      |                           |        |                               |  |      |                        |  |  |       |        |   |  |      |         |   |  |     |       |  
|Depreciation and amortization                 |                      |                           |        |                               |  |      |                        |  |  |       |        |   |  |      | 17,342  |   |  |     | 319   |  
|Other operating costs                         |                      |                           |        |                               |  |      |                        |  |  |       |        |   |  |      | 43,846  |   |  |     | 804   |  
|Operating loss                                |                      |                           |        |                               |  |      |                        |  |  |       |        |   |  |      | (229    | ) |  |     | (5    | )
|Non-operating income, net                     |                      |                           |        |                               |  |      |                        |  |  |       |        |   |  |      | (4,864  | ) |  |     | (89   | )
|Loss before income tax                        |                      |                           |        |                               |  |      |                        |  |  |       |        |   |  |      | (5,093  | ) |  |     | (94   | )
|Dividend Tax                                  |                      |                           |        |                               |  |      |                        |  |  |       |        |   |  |      | (92     | ) |  |     | (2    | )
|Income tax expense                            |                      |                           |        |                               |  |      |                        |  |  |       |        |   |  |      | (2,028  | ) |  |     | (37   | )
|Equity in net loss of equity method investees |                      |                           |        |                               |  |      |                        |  |  |       |        |   |  |      | (234    | ) |  |     | (4    | )
|                                              |                      |                           |        |                               |  |      |                        |  |  |       |        |   |  |      |         |   |  |     |       |  
|Net loss                                      |                      |                           |        |                               |  |      |                        |  |  |       |        |   |  | LOGO | (7,447) |   |  | US$ | (137  | )
|                                              |                      |                           |        |                               |  |      |                        |  |  |       |        |   |  |      |         |   |  |     |       |  



F-47



---

Revenues and interconnect charges are directly attributable to the segments. Space segment
utilization charges, rent of landlines and other network and transmission costs are allocated based on utilization of satellite and landlines. License fee for GVS and GDMS have been allocated based on net adjusted gross revenues from these services.
Segment result is segment revenues less segment expenses. Depreciation and certain other costs which are not allocated to GVS and GDMS are classified as unallocable costs.

Telecommunication services are provided utilizing the Companys property plant and equipments which do not generally make a distinction between the types of service. As a result, assets and expenses
relating to those assets are not allocated to segments.

The following table sets forth information regarding the
Companys revenues:



|                                                 |               |                         |         |      |                         |  |         |                          |  |     |         |  |  |  |       | 
|------------------------------------------------ | ------------- | ----------------------- | ------- | ---- | ----------------------- |  | ------- | ------------------------ |  | --- | ------- |  |  |  | ----- | 
|                                                 |               | Year endedMarch 31,2011 |         |      | Year endedMarch 31,2012 |  |         | Year ended March 31,2013 | 
|                                                 | (In Millions) |                        
|                                                 | LOGO          |                         |         | LOGO |                         |  | LOGO    |                          |  | US$ |        
|GVS                                              |               |                         |         |      |                         |  |         |                          |  |     |         |  |  |  |       | 
|International long distance and related products |               |                         | 61,282  |      |                         |  | 65,261  |                          |  |     | 82,779  |  |  |  | 1,518 | 
|National long distance                           |               |                         | 4,234   |      |                         |  | 2,980   |                          |  |     | 2,756   |  |  |  | 51    | 
|                                                 |               |                         |         |     
|GDMS                                             |               |                         |         |      |                         |  |         |                          |  |     |         |  |  |  |       | 
|Leased circuits and IRUs                         |               |                         | 11,034  |      |                         |  | 13,015  |                          |  |     | 16,446  |  |  |  | 301   | 
|Internet leased lines                            |               |                         | 5,694   |      |                         |  | 5,898   |                          |  |     | 7,265   |  |  |  | 133   | 
|Internet (including Corporate IP Transit)        |               |                         | 8,242   |      |                         |  | 6,170   |                          |  |     | 7,011   |  |  |  | 129   | 
|Internet Data Center                             |               |                         | 3,143   |      |                         |  | 3,503   |                          |  |     | 3,781   |  |  |  | 69    | 
|Other                                            |               |                         | 20,211  |      |                         |  | 28,091  |                          |  |     | 32,914  |  |  |  | 604   | 
|South Africa Operations                          |               |                         |        |      |                         |  | 14,967  |                          |  |     | 18,848  |  |  |  | 346   | 
|                                                 |               |                         |         |      |                         |  |         |                          |  |     |         |  |  |  |       | 
|Total                                            |               |                         | 113,840 |      |                         |  | 139,885 |                          |  |     | 171,800 |  |  |  | 3,151 | 
|                                                 |               |                         |         |      |                         |  |         |                          |  |     |         |  |  |  |       | 

Revenues have been allocated to countries based on location of the customers and are as follows:



|                         |               |                         |         |  |                         |      |         |                          |  |      |         |  |  |     |       | 
|------------------------ | ------------- | ----------------------- | ------- |  | ----------------------- | ---- | ------- | ------------------------ |  | ---- | ------- |  |  | --- | ----- | 
|                         |               | Year endedMarch 31,2011 |         |  | Year endedMarch 31,2012 |      |         | Year ended
March 31,2013 | 
|                         | (In millions) |                        
|India                    |               | LOGO                    | 30,813  |  |                         | LOGO | 34,744  |                          |  | LOGO | 41,387  |  |  | US$ | 759   | 
|United States Of America |               |                         | 17,893  |  |                         |      | 19,435  |                          |  |      | 22,082  |  |  |     | 405   | 
|United Kingdom           |               |                         | 13,167  |  |                         |      | 15,100  |                          |  |      | 19,500  |  |  |     | 358   | 
|South Africa             |               |                         | 1,609   |  |                         |      | 14,643  |                          |  |      | 18,453  |  |  |     | 338   | 
|Canada                   |               |                         | 5,849   |  |                         |      | 5,567   |                          |  |      | 6,137   |  |  |     | 113   | 
|Rest of the world        |               |                         | 44,509  |  |                         |      | 50,396  |                          |  |      | 64,241  |  |  |     | 1,178 | 
|                         |               |                         |         |  |                         |      |         |                          |  |      |         |  |  |     |       | 
|Total                    |               | LOGO                    | 113,840 |  |                         | LOGO | 139,885 |                          |  | LOGO | 171,800 |  |  | US$ | 3,151 | 
|                         |               |                         |         |  |                         |      |         |                          |  |      |         |  |  |     |       | 

In fiscal 2013, revenue from one customer (customer H as referred in Note 6) represents
approximately 10% of the Companys consolidated revenue from all the reported segments.

The overseas subsidiaries own
approximately 65 % of the Companys property, plant and equipment of which 13 % is located in South Africa.



|28. | Related party transactions
|--- | --------------------------

The related parties of the Company are Panatone Finvest Limited and the Government of India (Principal Owners), Tata
Sons Limited (Beneficial Owner), subsidiaries of Tata Sons Limited, equity method investees and the Companys principal officers and directors. The Company routinely enters into transactions with some of its related parties, such as providing
and receiving telecommunication services, incurring network and transmission costs, and paying license fees. Transactions and balances with its own subsidiaries are eliminated on consolidation.



F-48



---

The following table summarizes the related party transactions and balances included in the
financial statements:



|                                                                                                                                                                                         |  |                                  |       |  |                  |  |       |                         |  |  |       |  |  |      |   |  |      |  |   |      |  |  |      |  |  |      |       |  |      |  |     |      |  |  |      |  |  |       |       |  |  |  |       |  |  |  |       |  |  |  |     | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------- | ----- |  | ---------------- |  | ----- | ----------------------- |  |  | ----- |  |  | ---- | - |  | ---- |  | - | ---- |  |  | ---- |  |  | ---- | ----- |  | ---- |  | --- | ---- |  |  | ---- |  |  | ----- | ----- |  |  |  | ----- |  |  |  | ----- |  |  |  | --- | 
|                                                                                                                                                                                         |  | Years ended March 31,            |      
|                                                                                                                                                                                         |  | Beneficial Owner andSubsidiaries |       |  | Principal Owners |  |       | Equity Method Investees |  |  | Total | 
|                                                                                                                                                                                         |  | 2011                             |       |  | 2012             |  |       | 2013                    |  |  | 2011  |  |  | 2012 |   |  | 2013 |  |   | 2011 |  |  | 2012 |  |  | 2013 |       |  | 2011 |  |     | 2012 |  |  | 2013 |  |  | 2013  |      
|                                                                                                                                                                                         |  | (In millions)                    |      
|Nature of transactions                                                                                                                                                                   |  | LOGO                             |       |  | LOGO             |  |       | LOGO                    |  |  | LOGO  |  |  | LOGO |   |  | LOGO |  |   | LOGO |  |  | LOGO |  |  | LOGO |       |  | LOGO |  |     | LOGO |  |  | LOGO |  |  | (US$) |      
|Revenues from telecommunication services:-                                                                                                                                               |  |                                  |       |  |                  |  |       |                         |  |  |       |  |  |      |   |  |      |  |   |      |  |  |      |  |  |      |       |  |      |  |     |      |  |  |      |  |  |       |       |  |  |  |       |  |  |  |       |  |  |  |     | 
|Global Voice Solutions (including


LOGO
 786 million,


LOGO
 815 million and


LOGO
 1,119 million for fiscals 2011, 2012 and 2013 respectively from Tata Teleservices Ltd.)           |  |                                  | 1,168 |  |                  |  | 1,069 |                         |  |  | 1,421 |  |  |      |  |  |      |  |  |      |  |  |     |  |  |      | 473   |  |      |  | 83  |      |  |  | 30   |  |  |       | 1,641 |  |  |  | 1,152 |  |  |  | 1,451 |  |  |  | 27  | 
|Global Data and Managed Services (including


LOGO
 487 million,


LOGO
 783 million and


LOGO
 1,383 million for fiscals 2011, 2012 and 2013 respectively from Tata Teleservices Ltd.) |  |                                  | 2,323 |  |                  |  | 2,913 |                         |  |  | 4,221 |  |  |      |  |  |      |  |  |      |  |  |     |  |  |      | 643   |  |      |  | 115 |      |  |  | 12   |  |  |       | 2,966 |  |  |  | 3,028 |  |  |  | 4,233 |  |  |  | 78  | 
|                                                                                                                                                                                         |  |                                  |       |  |                  |  |       |                         |  |  |       |  |  |      |   |  |      |  |   |      |  |  |      |  |  |      |       |  |      |  |     |      |  |  |      |  |  |       |       |  |  |  |       |  |  |  |       |  |  |  |     | 
|Revenues from telecommunication services total                                                                                                                                           |  |                                  | 3,491 |  |                  |  | 3,982 |                         |  |  | 5,642 |  |  |      |  |  |      |  |  |      |  |  |     |  |  |      | 1,116 |  |      |  | 198 |      |  |  | 42   |  |  |       | 4,607 |  |  |  | 4,180 |  |  |  | 5,684 |  |  |  | 105 | 
|                                                                                                                                                                                         |  |                                  |       |  |                  |  |       |                         |  |  |       |  |  |      |   |  |      |  |   |      |  |  |      |  |  |      |       |  |      |  |     |      |  |  |      |  |  |       |       |  |  |  |       |  |  |  |       |  |  |  |     | 
|Interest income                                                                                                                                                                          |  |                                  |      |  |                  |  |      |                         |  |  |      |  |  |      |  |  |      |  |  |      |  |  |     |  |  |      | 707   |  |      |  | 163 |      |  |  |     |  |  |       | 707   |  |  |  | 163   |  |  |  |      |  |  |  |    | 
|Interest expense                                                                                                                                                                         |  |                                  |      |  |                  |  | 111   |                         |  |  |      |  |  |      |  |  |      |  |  |      |  |  |     |  |  |      |      |  |      |  |    |      |  |  |      |  |  |       |      |  |  |  | 111   |  |  |  |      |  |  |  |    | 
|Network and transmission costs :-                                                                                                                                                        |  |                                  |       |  |                  |  |       |                         |  |  |       |  |  |      |   |  |      |  |   |      |  |  |      |  |  |      |       |  |      |  |     |      |  |  |      |  |  |       |       |  |  |  |       |  |  |  |       |  |  |  |     | 
|Global Voice Solutions (including


LOGO
 394 million,


LOGO
 522 million


LOGO
 1,677 million for fiscals 2011, 2012 and 2013 respectively from Tata Teleservices Ltd.)               |  |                                  | 494   |  |                  |  | 621   |                         |  |  | 1,734 |  |  |      |  |  |      |  |  |      |  |  |     |  |  |      | 1,344 |  |      |  | 793 |      |  |  | 345  |  |  |       | 1,838 |  |  |  | 1,414 |  |  |  | 2,079 |  |  |  | 38  | 
|Global Data and Managed Services (including


LOGO
 550 million,


LOGO
 917 million and


LOGO
 679 million for fiscals 2011, 2012 and 2013 respectively from Tata Teleservices Ltd.)   |  |                                  | 1,164 |  |                  |  | 1,841 |                         |  |  | 1,694 |  |  |      |  |  |      |  |  |      |  |  |     |  |  |      | 212   |  |      |  | 32  |      |  |  |     |  |  |       | 1,376 |  |  |  | 1,873 |  |  |  | 1,694 |  |  |  | 31  | 
|                                                                                                                                                                                         |  |                                  |       |  |                  |  |       |                         |  |  |       |  |  |      |   |  |      |  |   |      |  |  |      |  |  |      |       |  |      |  |     |      |  |  |      |  |  |       |       |  |  |  |       |  |  |  |       |  |  |  |     | 
|Network and transmission costs total                                                                                                                                                     |  |                                  | 1,658 |  |                  |  | 2,462 |                         |  |  | 3,428 |  |  |      |  |  |      |  |  |      |  |  |     |  |  |      | 1,556 |  |      |  | 825 |      |  |  | 345  |  |  |       | 3,214 |  |  |  | 3,287 |  |  |  | 3,773 |  |  |  | 69  | 
|                                                                                                                                                                                         |  |                                  |       |  |                  |  |       |                         |  |  |       |  |  |      |   |  |      |  |   |      |  |  |      |  |  |      |       |  |      |  |     |      |  |  |      |  |  |       |       |  |  |  |       |  |  |  |       |  |  |  |     | 



F-49



---

|                                                                |  |                                  |     |  |                  |  |       |                         |  |  |       |  |  |      |     |  |      |  |     |      |  |  |      |  |  |      |       |  |      |  |     |      |  |  |      |  |  |       |       |  |  |  |       |  |  |  |       |  |  |  |    | 
|--------------------------------------------------------------- |  | -------------------------------- | --- |  | ---------------- |  | ----- | ----------------------- |  |  | ----- |  |  | ---- | --- |  | ---- |  | --- | ---- |  |  | ---- |  |  | ---- | ----- |  | ---- |  | --- | ---- |  |  | ---- |  |  | ----- | ----- |  |  |  | ----- |  |  |  | ----- |  |  |  | -- | 
|                                                                |  | Year ended March 31,             |    
|                                                                |  | Beneficial Owner andSubsidiaries |     |  | Principal Owners |  |       | Equity Method Investees |  |  | Total | 
|                                                                |  | 2011                             |     |  | 2012             |  |       | 2013                    |  |  | 2011  |  |  | 2012 |     |  | 2013 |  |     | 2011 |  |  | 2012 |  |  | 2013 |       |  | 2011 |  |     | 2012 |  |  | 2013 |  |  | 2013  |      
|                                                                |  | (In millions)                    |    
|Nature of transactions                                          |  | LOGO                             |     |  | LOGO             |  |       | LOGO                    |  |  | LOGO  |  |  | LOGO |     |  | LOGO |  |     | LOGO |  |  | LOGO |  |  | LOGO |       |  | LOGO |  |     | LOGO |  |  | LOGO |  |  | (US$) |      
|License fees                                                    |  |                                  |    |  |                  |  |      |                         |  |  |      |  |  |      | 653 |  |      |  | 841 |      |  |  | 928  |  |  |      |      |  |      |  |    |      |  |  |     |  |  |       | 653   |  |  |  | 841   |  |  |  | 928   |  |  |  | 17 | 
|                                                                |  |                                  |     |  |                  |  |       |                         |  |  |       |  | 
|Loans given                                                     |  |                                  |    |  |                  |  |      |                         |  |  |      |  |  |      |    |  |      |  |    |      |  |  |     |  |  |      | 3,110 |  |      |  | 765 |      |  |  |     |  |  |       | 3,110 |  |  |  | 765   |  |  |  |      |  |  |  |   | 
|                                                                |  |                                  |     |  |                  |  |       |                         |  |  |       |  | 
|Advances given                                                  |  |                                  | 567 |  |                  |  | 103   |                         |  |  | 2     |  |  |      |    |  |      |  |    |      |  |  |     |  |  |      |      |  |      |  |    |      |  |  |     |  |  |       | 567   |  |  |  | 103   |  |  |  | 2     |  |  |  |   | 
|                                                                |  |                                  |     |  |                  |  |       |                         |  |  |       |  | 
|Advances recovered                                              |  |                                  | 573 |  |                  |  | 15    |                         |  |  | 91    |  |  |      |    |  |      |  |    |      |  |  |     |  |  |      |      |  |      |  |    |      |  |  |     |  |  |       | 573   |  |  |  | 15    |  |  |  | 91    |  |  |  | 2  | 
|                                                                |  |                                  |     |  |                  |  |       |                         |  |  |       |  | 
|Advance received                                                |  |                                  |    |  |                  |  | 201   |                         |  |  | 3     |  |  |      |    |  |      |  |    |      |  |  |     |  |  |      |      |  |      |  |    |      |  |  |     |  |  |       |      |  |  |  | 201   |  |  |  | 3     |  |  |  |   | 
|                                                                |  |                                  |     |  |                  |  |       |                         |  |  |       |  | 
|Advance repaid                                                  |  |                                  |    |  |                  |  |      |                         |  |  | 195   |  |  |      |    |  |      |  |    |      |  |  |     |  |  |      |      |  |      |  |    |      |  |  |     |  |  |       |      |  |  |  |      |  |  |  | 195   |  |  |  | 4  | 
|                                                                |  |                                  |     |  |                  |  |       |                         |  |  |       |  | 
|Dividends paid                                                  |  |                                  |    |  |                  |  | 81    |                         |  |  | 81    |  |  |      |    |  |      |  | 326 |      |  |  | 326  |  |  |      |      |  |      |  |    |      |  |  |     |  |  |       |      |  |  |  | 407   |  |  |  | 407   |  |  |  | 7  | 
|                                                                |  |                                  |     |  |                  |  |       |                         |  |  |       |  | 
|Other non-operating income, net                                 |  |                                  | 88  |  |                  |  | 51    |                         |  |  | 126   |  |  |      |    |  |      |  |    |      |  |  |     |  |  |      |      |  |      |  |    |      |  |  |     |  |  |       | 88    |  |  |  | 51    |  |  |  | 126   |  |  |  | 2  | 
|                                                                |  |                                  |     |  |                  |  |       |                         |  |  |       |  | 
|Other operating costs                                           |  |                                  | 577 |  |                  |  | 1,582 |                         |  |  | 2,153 |  |  |      |    |  |      |  |    |      |  |  |     |  |  |      | 10    |  |      |  | 9   |      |  |  |     |  |  |       | 587   |  |  |  | 1,591 |  |  |  | 2,153 |  |  |  | 39 | 
|Purchase of property, plant & equipments                        |  |                                  | 265 |  |                  |  | 102   |                         |  |  | 1,023 |  |  |      |    |  |      |  |    |      |  |  |     |  |  |      |      |  |      |  |    |      |  |  |     |  |  |       | 265   |  |  |  | 102   |  |  |  | 1,023 |  |  |  | 19 | 
|Sale of property, plant & equipments                            |  |                                  |    |  |                  |  |      |                         |  |  | 5     |  |  |      |    |  |      |  |    |      |  |  |     |  |  |      |      |  |      |  |    |      |  |  |     |  |  |       |      |  |  |  |      |  |  |  | 5     |  |  |  |   | 
|Purchase of additional ownership interest in subsidiary         |  |                                  |    |  |                  |  |      |                         |  |  | 921   |  |  |      |    |  |      |  |    |      |  |  |     |  |  |      |      |  |      |  |    |      |  |  |     |  |  |       |      |  |  |  |      |  |  |  | 921   |  |  |  | 17 | 
|Investment in equity method investee                            |  |                                  |    |  |                  |  |      |                         |  |  |      |  |  |      |    |  |      |  |    |      |  |  |     |  |  |      | 530   |  |      |  | 255 |      |  |  |     |  |  |       | 530   |  |  |  | 255   |  |  |  |      |  |  |  |   | 
|Return of investment from equity method investee                |  |                                  |    |  |                  |  |      |                         |  |  |      |  |  |      |    |  |      |  |    |      |  |  |     |  |  |      |      |  |      |  |    |      |  |  | 58   |  |  |       |      |  |  |  |      |  |  |  | 58    |  |  |  | 1  | 
|Advances for additional ownership interest and preference stock |  |                                  |    |  |                  |  |      |                         |  |  |      |  |  |      |    |  |      |  |    |      |  |  |     |  |  |      | 455   |  |      |  |    |      |  |  |     |  |  |       | 455   |  |  |  |      |  |  |  |      |  |  |  |   | 



F-50



---

|                                                                                                                                                |                                 |                |       |                 |  |  |                       |  |  |       |       |  |      |  |       |      |  |  |      |  |  |      |    |  |       |  |       |  |  |  |       |  |  |  |    | 
|----------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------- | -------------- | ----- | --------------- |  |  | --------------------- |  |  | ----- | ----- |  | ---- |  | ----- | ---- |  |  | ---- |  |  | ---- | -- |  | ----- |  | ----- |  |  |  | ----- |  |  |  | -- | 
|Year End Balances                                                                                                                               |                                 | As of March 31 |      
|                                                                                                                                                | BeneficialOwner andSubsidiaries |                |       | PrincipalOwners |  |  | EquityMethodInvestees |  |  | Total |      
|                                                                                                                                                | 2012                            |                |       | 2013            |  |  | 2012                  |  |  | 2013  |       |  | 2012 |  |       | 2013 |  |  | 2012 |  |  | 2013 |    |  | 2013  | 
|                                                                                                                                                | (In millions)                   |               
|                                                                                                                                                | LOGO                            |                |       | LOGO            |  |  | LOGO                  |  |  | LOGO  |       |  | LOGO |  |       | LOGO |  |  | LOGO |  |  | LOGO |    |  | (US$) | 
|Accounts receivables (including


LOGO
 642 million and


LOGO
 334 million for fiscals 2012 and 2013 respectively from Tata Teleservices Ltd.) |                                 |                | 1,464 |                 |  |  | 1,545                 |  |  |       |      |  |      |  |      |      |  |  | 8    |  |  |      | 5  |  |       |  | 1,472 |  |  |  | 1,550 |  |  |  | 28 | 
|Accounts payable (including


LOGO
 345 million and


LOGO
 1,289 million for fiscals 2012 and 2013 respectively from Tata Teleservices Ltd.)   |                                 |                | 1,023 |                 |  |  | 2,267                 |  |  |       |      |  |      |  |      |      |  |  | 159  |  |  |      | 57 |  |       |  | 1,182 |  |  |  | 2,324 |  |  |  | 43 | 
|Advances given (including


LOGO
 90 million and


LOGO
 79 million for fiscals 2012 and 2013 respectively from Tata Teleservices Ltd.)         |                                 |                | 92    |                 |  |  | 269                   |  |  |       |      |  |      |  |      |      |  |  |     |  |  |      |   |  |       |  | 92    |  |  |  | 269   |  |  |  | 5  | 
|Other Current Assets                                                                                                                            |                                 |                |      |                 |  |  |                      |  |  |       | 6     |  |      |  | 6     |      |  |  |     |  |  |      |   |  |       |  | 6     |  |  |  | 6     |  |  |  |   | 
|                                                                                                                                                |                                 |                |       |                 |  |  |                       |  |  |       |       |  |      |  |       |      |  |  |      |  |  |      |    |  |       |  |       |  |  |  |       |  |  |  |    | 
|Prepaid expenses and other current assets total                                                                                                 |                                 |                | 92    |                 |  |  | 269                   |  |  |       | 6     |  |      |  | 6     |      |  |  |     |  |  |      |   |  |       |  | 98    |  |  |  | 275   |  |  |  | 5  | 
|                                                                                                                                                |                                 |                |       |                 |  |  |                       |  |  |       |       |  |      |  |       |      |  |  |      |  |  |      |    |  |       |  |       |  |  |  |       |  |  |  |    | 
|Other non-current assets (License fee paid under protest)                                                                                       |                                 |                |      |                 |  |  |                      |  |  |       | 2,899 |  |      |  | 1,741 |      |  |  |     |  |  |      |   |  |       |  | 2,899 |  |  |  | 1,741 |  |  |  | 32 | 
|Advance received (including


LOGO
 201 million and


LOGO
 Nil for fiscals 2012 and 2013 respectively from Tata Teleservices Ltd.)             |                                 |                | 201   |                 |  |  | 57                    |  |  |       |      |  |      |  |      |      |  |  |     |  |  |      |   |  |       |  | 201   |  |  |  | 57    |  |  |  | 1  | 
|Unearned revenues (including


LOGO
 356 million and


LOGO
 Nil for fiscals 2012 and 2013 respectively from Tata Teleservices Ltd.)            |                                 |                | 716   |                 |  |  | 707                   |  |  |       |      |  |      |  |      |      |  |  |     |  |  |      |   |  |       |  | 716   |  |  |  | 707   |  |  |  | 13 | 
|                                                                                                                                                |                                 |                |       |                 |  |  |                       |  | 
|License fees payable                                                                                                                            |                                 |                |      |                 |  |  |                      |  |  |       | 635   |  |      |  | 642   |      |  |  |     |  |  |      |   |  |       |  | 635   |  |  |  | 642   |  |  |  | 12 | 
|                                                                                                                                                |                                 |                |       |                 |  |  |                       |  |  |       |       |  |      |  |       |      |  |  |      |  |  |      |    |  |       |  |       |  |  |  |       |  |  |  |    | 
|Accrued expenses and other current liabilities Total                                                                                            |                                 |                | 917   |                 |  |  | 764                   |  |  |       | 635   |  |      |  | 642   |      |  |  |     |  |  |      |   |  |       |  | 1,552 |  |  |  | 1,406 |  |  |  | 26 | 
|                                                                                                                                                |                                 |                |       |                 |  |  |                       |  |  |       |       |  |      |  |       |      |  |  |      |  |  |      |    |  |       |  |       |  |  |  |       |  |  |  |    | 
|                                                                                                                                                |                                 |                |       |                 |  |  |                       |  | 
|Interest received relating to license fees litigation                                                                                           |                                 |                |      |                 |  |  |                      |  |  |       |      |  |      |  | 1,104 |      |  |  |     |  |  |      |   |  |       |  |      |  |  |  | 1,104 |  |  |  | 20 | 
|                                                                                                                                                |                                 |                |       |                 |  |  |                       |  | 
|License fees payable                                                                                                                            |                                 |                |      |                 |  |  |                      |  |  |       | 1,741 |  |      |  | 1,741 |      |  |  |     |  |  |      |   |  |       |  | 1,741 |  |  |  | 1,741 |  |  |  | 32 | 
|                                                                                                                                                |                                 |                |       |                 |  |  |                       |  |  |       |       |  |      |  |       |      |  |  |      |  |  |      |    |  |       |  |       |  |  |  |       |  |  |  |    | 
|Other non-current liabilities total                                                                                                             |                                 |                |      |                 |  |  |                      |  |  |       | 1,741 |  |      |  | 2,845 |      |  |  |     |  |  |      |   |  |       |  | 1,741 |  |  |  | 2,845 |  |  |  | 52 | 
|                                                                                                                                                |                                 |                |       |                 |  |  |                       |  |  |       |       |  |      |  |       |      |  |  |      |  |  |      |    |  |       |  |       |  |  |  |       |  |  |  |    | 



|29. | Commitments and contingencies
|--- | -----------------------------

Commitments

Capital commitments

Capital commitments represent expenditures,
principally relating to the construction of new buildings, undersea cables and expansion of transmission equipment, which had been committed under contractual arrangements with the majority of payments due within a period of one year. The amount of
these commitments totaled


LOGO
 5,931 million (US$ 109 million) as of March 31, 2013. Out of this total amount


LOGO
 5,615 million (US$ 103 million) is expected to be purchased in fiscal 2014.



F-51



---

Contingencies

The Company is involved in a variety of proceedings, claims and litigation arising in the ordinary course of business. The Company
periodically assesses its liabilities and contingencies in connection with these matters based upon the latest information available (with the assistance of external legal counsel wherever necessary). The Company accrues a loss contingency when it
is probable that an asset has been impaired or a liability has been incurred as of the balance sheet date and the amount of loss can be reasonably estimated. In respect of loss contingencies where the reliable estimate of loss is a range, the amount
accrued is the better estimate of the loss within the range and when no amount within the range is a better estimate than any other amount, the minimum amount in the range is accrued. Loss contingencies that are reasonably possible but not
probable as of the balance sheet date have been disclosed as contingencies with a range of possible loss, whenever it can be estimated.

The following is a description of material claims and losses where a potential loss is reasonably possible but not probable.



| | a) | Business related claims
| | -- | -----------------------

In April 2010, the Company voluntarily disclosed to the U.S. Department of Justice and the U.S. Securities and Exchange Commission the
results of an internal investigation conducted by outside counsel for the Company relating to the activities of a reseller of one of the Companys subsidiaries, Tata Communications International Pte Ltd. The internal investigation found
evidence that the reseller may have offered and made improper payments to officials of a government purchaser in a Southeast Asian country in connection with the resale of the Companys products. The investigation also found evidence that the
Companys sales consultant in the country was aware of the resellers potentially improper activities. Such activities may have violated the U.S. Foreign Corrupt Practices Act (FCPA). The investigation did not reveal any prior
involvement or knowledge regarding these activities by senior management of the Company or its subsidiary. The Company has taken remedial action, including terminating its relationship with the sales consultant and with the reseller. The
Company cannot predict the ultimate consequences of these matters at this time, nor can we reasonably estimate the potential liability, if any, related to these matters. However, based on the facts currently known, we do not believe that these
matters will have a material adverse effect on our business, financial condition, results of operations or cash flow. Even so, the FCPA investigation is subject to inherent uncertainties and managements view of this matter may change in the
future.

The Company is routinely party to suits for collection, commercial disputes, claims from employees, customers and/or
suppliers and others in the ordinary course of its business, including claims over reconciliation of payments for voice minutes, circuits, internet bandwidth and/or access to the public switched telephone network, leased equipment, and claims from
estates of bankrupt companies alleging that we received preferential payments from such companies prior to their bankruptcy filings. While management currently believes that resolving such suits and claims, individually or in aggregate, will not
have a material adverse impact on the Companys financial position, litigation is subject to inherent uncertainties and managements view of this matter may change in the future. If an unfavorable final outcome were to occur in respect of
such suits, claims and disputes, such an outcome could have a material adverse impact on the Companys financial position and results of operations for the period in which the effect becomes reasonably estimable. Claims against the Company of


LOGO
 2,164 million (US$ 40 million) are disputed by the Company of which an amount of


LOGO
 432 million (US$ 8 million) has been accrued as liability. If the dispute goes against the Company,


LOGO
 1,732 million (US$ 32 million) will be charged to statement of operations.



| | b) | ADC claim
| | -- | ---------

Telecom
Regulatory Authority of India (TRAI) reduced the Access Deficit Charge (ADC) rates effective April 1, 2007. All telecom services providers including NLD and ILD Operators in India are bound by the TRAI regulations;
accordingly Tata Communications recorded the cost relating to ADC at revised rates as directed by TRAI. However, BSNL continued to bill at the ADC rate applicable prior to April 1, 2007. BSNL had filed an appeal against the TRAI directive of
reduction in ADC and currently this matter is pending with Supreme Court of India. The possible liability on Company is


LOGO
 3,120 million (US$ 57 million).



F-52



---

| | c) | License fees claim
| | -- | ------------------



| | i. | In fiscal 2010, DoT completed their assessment for fiscal 2006 and raised a demand of


LOGO
 1,046 million. The Company challenged DoTs order in the TDSAT and TDSAT in its order dated August 19, 2010, held: a) a license fee is not applicable on non-telecom income and other miscellaneous income;
b) penalty and interest thereon is not applicable on a shortfall of a license fee; c) a deductions in AGR for cost items is not allowed; d) a suo-moto inter-license adjustment by the licensee is not permitted. Hence, the Companys liability was
reduced to


LOGO
 51 million including interest up to June 2013.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The DoT has filed an
appeal in the Supreme Court of India against above mentioned judgment of TDSAT dated August 19, 2010 and currently the matter is pending in the Supreme Court of India.



| | ii. | On February 19, 2013, DoT issued license fee demand for fiscal year 2007 and 2008, based on special audit reports of auditors appointed by DoT. The total demand is for


LOGO
 1,931 million, being


LOGO
 929 million for fiscal 2007 and


LOGO
 1,002 million for fiscal 2008, including


LOGO
 1,021 million, being interest as on February 28, 2013. Further, the liability as on 30th June (including interest) is


LOGO
 2,018 million. However, the Company has challenged the said demand notice in the Madras High Court, which has vide its orders dated March 1, 2013, granted a stay-order against the said demand.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | d) | ESIC claim
| | -- | ----------



| |  | Employee State Insurance Corporation (ESIC) issued recovery proceedings against the Company alleging non-compliance of Employee State Insurance Act
(ESI Act) by the Company. Pursuant to the above, ESIC issued demand notices in January 2013 for recovery of


LOGO
 256 million, which also included penal interest @ 12 % per annum. Thereafter, ESIC also issued prohibitory orders directing them to freeze the accounts of the Company till further orders. Despite Companys
representation that it had not received any show cause notices earlier, ESIC refused to vacate the prohibitory orders. Consequently, Company made payment of


LOGO
 256 million under protest and thereafter, filed an application before Employees State Insurance Court (Court) for refund. The Company further received demand notices in February 2013 demanding ESI
contributions of


LOGO
 36 million relating to the period June 1, 2012 to January 31, 2013 and an amount of


LOGO
 120 million, being damages levied on account of late payment for the period from 2008 till 2013.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In the last hearing on June 27, 2013, Court directed ESIC not to carry out any coercive action and also ordered ESIC to carry out detailed inspection of the books of the Company. The said inspection has
been carried out and ESIC is expected to file its report shortly.

The Company believes that the demand by the ESIC is
untenable and unsustainable in law as the same is raised purely on ad-hoc basis without verification of the records and returns filed by the Company. Further, the demand relates to payments made to contractors who have substantially complied with
the provisions of the ESI Act and have discharged their liability to ESIC. If the Court decides against the Company, the


LOGO
 412 million (US$ 8 million) will be charged to statement of operations.



| | 30. | Post Balance Sheet events
| | --- | -------------------------



| | i | Dividends
| | - | ---------

Any dividends
declared by the Company are based on the profits available for distribution as reported in the statutory financial statements of Tata Communications India prepared in accordance with Indian GAAP. As of fiscal 2013, the amounts available for
distribution, net of dividend tax is


LOGO
 10,276 million. Subsequent to March 31, 2013, the Board of Directors recommended a dividend of


LOGO
 3 per equity share, which has been approved by the shareholders in the Annual General Meeting, held on July 26, 2013.



| | ii | The Companys Board of Directors has approved a proposal to delist its American Depositary Receipts (ADRs), from the New York Stock Exchange (NYSE) and
to terminate its ADR Program. On May 28, 2013 the Company had filed a Form 25 with the U.S. Securities and Exchange Commission and consequent to the filing, the delisting of its American Depositary Shares (ADSs), as evidenced by American
Depositary Receipts (ADRs), from the New York Stock Exchange has become effective at the close of business of June 7, 2013. As a consequence of the delisting becoming effective, termination of the Deposit Agreement under which the ADRs
were issued (the Deposit Agreement) has become effective on July 14, 2013.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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