Bharti Airtel

The directors have pleasure in presenting the thirteenth annual report
 on the business and operations of the Company together with audited
 financial statements and accounts for the year ended March 31, 2008.
 
 OVERVIEW
 
 Bharti Airtel is Indias largest integrated telecom operator with a pan
 India footprint. The Company is also the countrys largest GSM mobile
 service provider with approximately 62 mn. mobile customers as on March
 31, 2008. In addition, the Company has 2.3 mn.  landline and broadband
 customers.
 
 During the financial year 2007-08, the Company achieved certain key
 milestones and maintained its position as a leading telecommunications
 services provider.
 
 Some of the key highlights include the following:
 
 First operator to cross total customer base of 64 mn.
 
 Highest ever net additions of 25.2 mn. of total customers in a year.
 
 Full year consolidated gross revenues of Rs. .270 bn.  (-USD 6.76 bn.)
 and consolidated EBITDA of Rs. 114bn. (-USD 2.85 bn.).
 
 Full year consolidated net profit of Rs. 64 bn.  (-USD 1.6 bn.).
 
 Year-on-year (Y-o-Y) growth of total customer base by 65% resulted in a
 47% increase in revenues, 53% increase in EBITDA and 57% growth in net
 profit.
 
 FINANCIAL RESULTS AND RESULTS OF OPERATIONS
 
 Financial highlights of Consolidated Statement of Operations of the
 Company:
 
 Particulars                        Year ended              Y-o-Y
                                March           March       Growth
                               31,2008        31,2007
 
 Gross revenue                 270,122        184,202         47%
 
 EBITDA                        114,018         74,407         53%
 
 Cash profit from
 
 operations                    111,535         73,037         53%
 
 Earnings before
 
 taxation                       73,115         46,784         56%
 
 Net profiV(loss)               63,954         40,621         57%
 
 The strong operational performance of the Company contributed to
 equally robust financial numbers.
 
 The consolidated revenues and EBITDA for the year ended March 31, 2008
 was Rs. 270,122 mn. and Rs. 114,018 mn. respectively. The consolidated
 revenues and EBITDA grew by 47% and 53% respectively for the year ended
 March 31, 2008.
 
 The net finance cost for the year was Rs. 5,279 mn. as compared to Rs.
 2,488 mn. for the corresponding period last year. Earnings before tax
 for the year ended March 31, 2008 was Rs. 73,115 mn., and the net
 profit was at Rs. 63,954 mn., an increase of 57% over the previous year
 and an earnings per share (basic) of Rs. 34.23.
 
 Net debt for the year ended March 31, 2008 was Rs. 40,886 mn. resulting
 in the net debt to EBITDA of 0.36 times and interest (net) coverage
 ratio of 19.05 times.
 
 Financial highlights of Standalone Statement of Operations of the
 Company
 
 Particulars                   Year ended                 Y-o-Y
                             March           March        Growth
                             31,2008       31,2007
 
 Gross revenue               257,035        177,944         44%
 
 EBITDA                      106,848         72,602         47%
 
 Cash profit from
 
 operations                  104,369         70,979         47%
 
 Earnings before
 
 taxation                     69,725         46,014         52%
 
 Net profit/(loss)            62,442         40,332         55%
 
 DIVIDEND
 
 The Board is of the view that the Company should take advantage of the
 tremendous growth potential of the telecommunication sector by
 expanding and strengthening its existing network and operations through
 capital expenditure funded by internal accruals to the maximum extent
 possible. Accordingly, the directors do not recommend any dividend for
 the year ended March 31, 2008. The directors submit that this will
 increase shareholder value in the long term.
 
 HIGHLIGHTS OF THE YEAR
 
 Major agreements and alliances
 
 During the year, the Company signed the following major agreements
 relating to operations and the customer service delivery:
 
 With Google to provide a world-class suite of services on broadband.
 Airtel Broadband customers will be able to access all web portal
 services with a single sign-on completely free of cost. The portal
 makes it easy for customers to access their email, search the web,
 share ideas, connect with friends and publish content. More offerings
 like e-commerce applications will be added to the portal over a period
 of time.
 
 With Verisign, worlds leading security company, to bring a Clean
 Pipes philosophy and capability to the Indian market. As a part of
 this alliance, Verisign will bring its technology and help Airtel with
 multiple initiatives - the first initiative being the launch of a
 Regional Internet Resolution Site (RIRS). This is a first of its kind
 initiative in India, wherein all dot com and dot net resolutions happen
 in India instead of overseas.
 
 With High Tech Computer Corp. (HTC), the worlds leading provider of
 Microsoft® Windows Mobile®- based smart devices, and introduced The HTC
 Touch™ - Indias first mobile phone with TouchFLO™ technology. This
 hand held device operates on the intuitive touch screen navigation
 technology and is now exclusively available to Airtel Mobile users in
 India.
 
 With Nokia Siemens Networks, a memorandum of understanding for USD 900
 mn. This is an expansion contract across Airtels mobile, fixed and
 intelligent network platforms. Nokia Siemens Networks will expand
 Airtels GSM network in eight circles; its National Long Distance and
 International Long Distance network with 1.8 mn. Next Generation
 Network (NGN) ports - the largest ever NGN contract in the country -
 and its International Calling Card prepaid service capacity by 4.5 mn.
 new users.
 
 With Ericsson, a two-year supply and services contract for an estimated
 USD 2 bn. including expansion of its GSM and EDGE network and providing
 capacity management. Under the contract, Ericsson will design, plan,
 deploy, optimize and manage Bharti Airtels GSM network across 15
 circles in India as well as for its pan India prepaid (IN) platform
 across 23 circles. In addition, Ericsson will also deliver pan India
 Integrated Device Management Solutions, enabling usage of advanced data
 services by all mobile customers across retail and enterprise segments.
 
 With Huawei Technologies Co. Ltd. (Huawei), a managed networks deal
 for its Sri Lanka operations.  The three-year deal is valued at
 approximately USD 150 mn. and includes telecom applications and
 software. Under the agreement, Huawei will deploy and manage Airtels
 core network, Node-Bs and BTSs and comprehensive end-to-end 2G/3G
 network solutions.
 
 With Western Union, to jointly develop and pilot a Mobile Money
 Transfer service in India. This pioneering agreement marks Indian
 telecom sectors foray into international remittances over the mobile
 phone. This will create new opportunities to extend the benefits of
 financial services to many Indian families, with the extensive reach
 and accessibility of the Airtel mobile network.
 
 With five leading international companies, to build a high bandwidth
 undersea fibre-optic cable linking Asia and the United States. The
 Unity consortium is a joint effort by Bharti Airtel (India), Global
 Transit Limited (Malaysia), Google (US), KDDI Corporation (Japan),
 Pacnet (Singapore) and Sing Tel (Singapore).
 
 With eight major leaders of the global telecommunications industry, a
 formal Construction and Maintenance Agreement to build a high-capacity
 fibre-optic submarine cable that will stretch from India to France via
 the Middle East. The cable system, known as l-ME-WE (India, Middle
 East, Western Europe) is the fifth in the series of similar cable
 systems which includes SEA-ME-WE series. The companies include Bharti
 Airtel (India), Etisalat (UAE), France Telecom (France), Ogero
 (Lebanon), PTCL (Pakistan), STC (Saudi Arabia), TE (Egypt), TIS Sparkle
 (Italy) and VSNL (India).
 
 With PCCW Global Limited (PCCW Global), a subsidiary of PCCW Limited,
 to offer enhanced end- to-end global solutions through the extended
 international connectivity wherein Bhartis MPLS IPVPN in India and
 PCCW Globals MPLS IPVPN will be connected. The agreement has created
 an extensive MPLS IPVPN coverage that will enable both the companies to
 deliver greater coverage, seamless user experience and reliable
 technology to their customers.
 
 With Palm and Microsoft to Launch First Windows Mobile Treo Smartphone
 in India. It is the first Treo smartphone to be introduced on Airtels
 extensive network and also the first Windows Mobile® based Treo
 smartphone to be launched in India.
 
 With STAR India, a two-year strategic agreement that is tailored to
 mutually benefit both organizations. STAR India will receive a
 committed advertising outlay from Airtel for the next 24 months, while
 Airtel will have the privilege of paying a mutually-negotiated rate
 with inflation protection. Under the agreement, Airtel and Star will
 jointly develop key properties to promote music across various audience
 segments. Both will also focus on developing customer interactivity
 programmes which will be driven through services such as SMSs over the
 mobile phone. The agreement also states that Airtel will receive
 preferential access to content developed across all the Star Group
 channels.  Therefore, Airtel will be able to jointly develop and
 provide inputs to the creation of specific properties that will appeal
 to its customers and will involve Star in joint on-ground marketing
 exercises. Star will be the preferred destination for Airtels media
 needs.
 
 With IBM, to benefit from its global expertise in areas including the
 telemedia business, distribution, enterprise segments and business
 resilience. The new agreement is estimated to be USD 150 mn.
 
 Mergers, acquisitions & scheme of arrangement
 
 The Honble High Court of Delhi, sanctioned the scheme of amalgamation
 of Satcom Broadband Equipment Limited (SBEL) and Bharti Broadband
 Limited (BBL) with the Company and the same was filed with the
 Registrar of Companies, NCT of Delhi on July 27, 2007, pursuant to
 which, both SBEL and BBL have dissolved without the process of winding
 up. The appointed date of the merger was October 1, 2005.
 
 The scheme of arrangement (the Scheme) between Bharti Airtel Limited
 and Bharti Infratel Limited (Infratel) for transfer of passive
 telecom infrastructure, (the Telecom Infrastructure), from Bharti
 Airtel to Bharti Infratel was approved by the Honble High Court of
 Delhi and filed with the Registrar of Companies, NCT of Delhi on
 January 31, 2008 i.e. the effective date of the Scheme. Pursuant to the
 aforesaid Scheme, the Telecom Infrastructure has been transferred to
 and vested in Infratel on January 31, 2008, the effective date.
 
 The Company acquired the balance 49% of the equity in Bharti Aquanet
 Limited, India (Aquanet) at a consideration of Rs. 159.55 mn., thus
 making Aquanet a wholly owned subsidiary. Subsequently, Aquanet has
 filed a scheme of amalgamation (Scheme) with Bharti Airtel Limited with
 the Honble High Court of Delhi.
 
 The Company acquired 100% of the equity in Network i2i Limited,
 Mauritius, at a consideration of USD 133.4 mn. (~Rs. 5,313.91 mn.).
 Network i2i Limited is engaged in the business of operation and
 provision of telecommunication facilities and services utilising a
 network of submarine cable systems and associated terrestrial capacity
 
 The Company has signed a joint venture with IFFCO for wider coverage
 and distribution of the Companys services in the rural hinterland.
 Rural network coverage is a clear focus area for the Company and it is
 expected that a major part of the Companys new customers will be
 located in rural and remote areas. At present the Company has acquired
 2% stake in a subsidiary of IFFCO Limited called IFFCO Kissan Sanchar
 Limited at a consideration of Rs. 50.13 mn.
 
 During the year, the Company further invested USD 1,200 thousand
 towards 1,200 thousand shares, of Bridge Mobile Pte Limited, Singapore
 (Bridge Mobile).  The groups share in the joint venture has reduced
 from 12.5% as on March 31, 2007 to 10% as on March 31, 2008 due to
 introduction of new shareholders. Bridge Mobile is a joint venture
 among 10 mobile operators to form a regional alliance. The principal
 activity of the venture is creating and developing regional mobile
 services and managing the Bridge Mobile Alliance Programme.
 
 The Company has entered into a joint venture agreement with Vodafone
 Essar Limited (Vodafone) and Idea Cellular Limited (Idea) to form an
 independent tower company (Indus Towers Limited or Indus Tower) to
 provide passive infrastructure services in 16 circles of India. The
 Company and Vodafone will hold approximately 42% each in Indus Tower
 and the balance 16% will be held by Idea. Pursuant to the aforesaid
 agreement, Bharti Infratel Limited has subscribed 50,000 equity shares
 of Rs. 10 each in Indus Towers Limited on December 17, 2007 for an
 aggregate value of Rs. 500 thousand. For this purpose, Bharti Infratel
 Ventures Limited has been incorporated as a wholly owned subsidiary of
 Bharti Infratel Ltd. The telecom passive infrastructure will be
 transferred to Bharti Infratel Ventures for ultimate merger in Indus
 Towers Limited.
 
 The Company has sold its entire shareholding in Forum I Aviation
 Limited at cost to its subsidiary, Bharti Airtel Services Limited.
 
 New Products and Initiatives
 
 During the year, the Companys strategy of introducing new and
 innovative products and services were received well in the market and
 also enabled the Company to maintain its leadership position despite
 severe competition. The Company:
 
 Launched Airtel Messenger, a feature-rich service that allowed all
 Airtel mobile customers the advantage of the same experience as a
 desktop chat service by which users can send and receive messages in
 real-time on their mobile without being attached to a computer.
 
 Introduced its popular Lifetime Prepaid at a lower price point of Rs.
 495/- the first mobile services provider in the country to offer at
 this price point.  This initiative further reinforced Airtels
 commitment to make mobile more affordable and provide greater value to
 the prepaid customer.
 
 Pioneered 8Mbps Broadband in India and joined a group of select
 operators globally for such high speeds.  Airtel broadband customers
 can browse multiple windows at the same time downloading heavy files,
 view streaming video, enjoy online gaming, chat, email etc. With 8 Mbps
 speeds, Airtel network is IPTV ready.
 
 Introduced Google search to the Airtel Live mobile
 
 WAP portal that enables customers to quickly search content available
 on Airtel Live!, as well as websites on the Internet.
 
 Pioneered the ease of booking rail tickets on the mobile and getting
 them delivered to customers doorstep. This was yet another step forward
 towards making Airtel mobile a one stop solution for all travel plans.
 
 Launched a whole range of M-Commerce solutions such as Mobile Money
 Transfer (MMT), Postpaid Bill Payment and Prepaid Recharge on the
 mobile phone.  It has partnered with ICICI bank, HDFC bank, SBI,
 Corporation bank and VISA to enable these payments.  The solution has
 been developed by mChek, a leading provider of mobile security and
 payment solutions. This is the first time in India that Mobile Money
 transfer will be available.
 
 Launched enhanced Airtel Call Home service for calls made from US to
 India. The launch of the enhanced version of the CallHome service marks
 an important step by Airtel to further strengthen its focus on the 2.5
 mn. strong Indian diaspora living in the United States of America.
 Another unique feature of the upgraded experience on
 www.airtelcallhome.com is the enablement of payment through Indian
 credit cards for purchasing talk time for calling from USA to India.
 This feature will be particularly useful for over 700,000 Indian H1B
 visa holders, business travelers, tourists and students in the USA.
 
 Launched airtellive.com, its new all-in-one internet portal for its
 broadband customers, airtellive.com marks the first time a Telco in
 India has made Google products officially available on its portal. The
 collaboration gives customers easy access to Googles simple and
 powerful web applications over Airtels fast, secure and reliable
 broadband network.
 
 Introduced the Voice Chat service on Airtel Fixed-Lines as part of its
 endeavor to deliver innovative service offerings to its Fixed-Line
 customers. Voice Chat on Fixed-Lines enables customers to talk and chat
 anonymously with other Airtel Mobile and Fixed-Line customers, across
 the country.
 
 Launched GPS based Navigation Application on Mobile handsets in
 collaboration with Wayfinder Systems AB of Sweden. The application
 turns the compatible mobile phone into a complete GPS-based navigation
 system with detailed maps and Points-of- Interest of a number of cities
 in India. The navigation system provides all users with continuously
 updated, real-time content and geographical data via the wireless
 network using EDGE/GPRS.
 
 Introduced Super Lifetime Prepaid with Re.1 outgoing local tariff for
 life. This revolutionary offer from Airtel opened up new segments of
 the market from the very young to the old, from small towns to rural
 clusters and provide greater value to its consumers. Existing customers
 too could avail of this offer free-of-charge or by paying a minimal
 amount, depending on the plan that they were using.
 
 Launched SMS2.0, a unique upgrade to regular SMS.  For Airtel mobile
 customers, SMS2.0 provides enhanced messaging features, enables
 discovery of relevant content services on the mobile handset and also
 delivers contextual advertising.
 
 Reduced the tariffs on local calls across the board from Rs. 2/2.40 to
 Re. 1 on its all prepaid products. This tariff reduction is in line
 with Airtels continuous effort to drive affordability in the market
 and bring value and convenience to the customers.
 
 Introduced the exclusive handset bundles with Nokia across India. It
 included a Nokia handset and a Life Time SIM from Airtel.
 
 Announced unprecedented tariff reductions on STD and Roaming services
 for its over 62 mn. customers in April 2008. Airtel reduced its STD
 rates dramatically to Re. 1.50 per minute from the earlier Rs. 2.65 per
 minute, benefiting all Airtel customers who make long distance calls.
 Airtel has also redefined the roaming regime in the country. Airtel
 customers will now be able to receive a call while roaming at Re. 1 per
 minute, as compared to Re. 1.75 per minute. Further, while roaming,
 Airtel customers can make an outgoing local call at Re. 1 per minute
 and an STD call at Re. 1.50 per minute. This will help create an India
 without boundaries, making communication with loved ones easier and
 more affordable.
 
 Other Company Developments
 
 Bharti Airtel (Singapore) Private Ltd, a subsidiary of Bharti Airtel,
 was awarded the Facility Based
 
 Operator (FBO) license in Singapore. Under the license, the Company
 will now be able to operate international carrier facilities from
 Singapore. The FBO license is yet another important step in our journey
 towards ensuring that Airtel is able to meet our customers complete
 global communication needs.
 
 Leading international investors have invested an amount of USD 1.35 bn.
 in aggregate, towards 4050 equity shares of Rs. 10 each and 32,03,550
 fully and compulsory convertible, non-cumulative, unsecured and
 interest free debentures of Rs. 10,000 each in our Companys
 subsidiary, Bharti Infratel Limited.
 
 During the year, the Ministry of Information and Broadcasting has
 granted a license to Bharti Telemedia Limited, in which the Company
 holds an equity stake of 40%, to provide Direct To Home (DTH) services
 in India. The Company is expected to launch commercial services during
 the current financial year.
 
 SUBSIDIARY COMPANIES
 
 The Company has following fifteen subsidiary companies in terms of
 Section 4 of the Companies Act, 1956 (i) Bharti Hexacom Limited (ii)
 Bharti Airtel Services Limited (iii) Bharti Aquanet Limited (iv) Bharti
 Telemedia Limited (v) Bharti Infratel Limited (vi) Bharti Infratel
 Ventures Limited (vii) Bharti Airtel (UK) Limited (viii) Bharti Airtel
 (USA) Limited (ix) Bharti Airtel (Canada) Limited (x) Bharti Airtel
 (Hongkong) Limited (xi) Bharti Airtel (Singapore) Private Limited (xii)
 Bharti Airtel Lanka (Private) Limited (xiii) Bharti Airtel Holdings
 (Singapore) Pte. Limited (xiv) Network i2i Limited (xv) Bharti Infratel
 Lanka (Private) Limited.
 
 As per Section 212(1) of the Companies Act, 1956, the Company is
 required to attach the Balance Sheet, Profit and Loss Account and other
 documents of each of its subsidiary companies with the Balance Sheet of
 the Company. As the consolidated accounts present a complete picture of
 the financial results of the Company and its subsidiaries, the Company
 had applied to the Central Government seeking exemption from attaching
 the documents referred to in the aforesaid section. In terms of
 approval granted by the Central Government under Section 212(8) of the
 Companies Act, 1956 vide letter No.  47/154/2008-CL-lll dated March 24,
 2008, the documents in respect of the aforementioned subsidiary
 companies for the year ended March 31, 2008 as set out in sub-section 1
 of section 212 of the Companies Act have not been attached with the
 Balance Sheet of the Company. The Annual Accounts of these subsidiary
 companies, along with the related information, is available for
 inspection at the Companys registered office and copies will be made
 available to shareholders of Bharti Airtel and its subsidiary companies
 upon request. Bharti Infratel Lanka (Private) Limited was incorporated
 in March 2008 as a wholly owned subsidiary of Bharti Airtel Lanka
 (Private) Limited and therefore no financial statements have been
 prepared till March 31, 2008. Statement pursuant to the approval under
 Section 212(8) of the Companies Act, 1956, is annexed as parts of the
 Notes to Consolidated Accounts of the Company at Page No. 159.
 
 SHARE CAPITAL
 
 During the year the Company has allotted 2,48,975 equity
 shares on exercise of stock options under ESOP Scheme
 2005 of the Company.
 
 Further, the Company has also allotted 17,24,314 equity shares upon
 conversion of Foreign Currency Convertible Bonds (FCCBs) by their
 holders. Accordingly, the issued, subscribed and paid-up equity share
 capital stand increased from 1895934157 as on March 31, 2007 to
 1897907446 equity shares as of March 31, 2008.
 
 CORPORATE GOVERNANCE
 
 The Company is committed to uphold the highest standards of corporate
 governance and adhere to the requirements set out by the Securities and
 Exchange Board of India.
 
 A detailed report on Corporate Governance pursuant to the requirements
 of Clause 49 of the Listing Agreement forms part of the Annual Report.
 A certificate from the auditors of the Company, S. R. Batliboi &
 Associates, Chartered Accountants, confirming compliance of conditions
 of corporate governance as stipulated under the aforesaid Clause 49 is
 provided as annexure C.
 
 SECRETARIAL AUDIT REPORT
 
 Keeping with the high standards of corporate governance adopted by the
 Company and also to ensure proper compliance with the provisions of
 various corporate laws, regulations and guidelines issued by the
 Securities and Exchange Board of India and the listing agreement, the
 Company has voluntarily started a practice of secretarial audit from a
 practicing company secretary.
 
 The Company has appointed Mr. T. V. Narayanswamy, Practicing Company
 Secretary, to conduct secretarial audit of the Company for the
 financial year ended March 31, 2008, who has submitted his report
 confirming the compliance with all the applicable provisions of various
 corporate laws. The Secretarial Audit Report is provided separately in
 the Annual report.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 In accordance with the Listing Agreement requirements, the Management
 Discussion and Analysis report is presented in the separate section
 forming part of the Annual Report.
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 At Bharti Airtel, Corporate Social Responsibility (CSR) encompasses
 much more than social outreach programs and is an integral part of the
 way the Company conducts its business. Detailed information on the
 initiatives of the Company towards CSR activities is provided in the
 Corporate Social Responsibility section of the Annual Report.
 
 DIRECTORS
 
 Bashir Currimjee, Chua Sock Koong, Rajan Bharti Mittal and Rakesh
 Bharti Mittal, retire by rotation at the forthcoming annual general
 meeting and being eligible, offer themselves for re-appointment.
 
 Since the last Directors Report, Gavin John Darby, Paul Donovan, Syeda
 Imam and Donald Cameron have resigned as directors. Mauro Sentinelli
 has been appointed as additional director. The Board acknowledges its
 appreciation for the counsel and services of Gavin John Darby, Paul
 Donovan, Syeda Imam and Donald Cameron during their tenure on the
 Board.
 
 The Company has received notice from a member under section 257 of the
 Companies Act, 1956 proposing the appointment of Mauro Sentinelli as
 non-executive independent director of the Company.
 
 A brief profile of directors, containing details of the directors
 proposed to be appointed/re-appointed as stipulated under Clause 49 of
 the Listing Agreement with the stock exchanges is appended as an
 annexure to the notice of ensuing annual general meeting.
 
 FIXED DEPOSITS
 
 We have not accepted any fixed deposits and as such no amount of
 principal or interest was outstanding as of the balance sheet date.
 
 AUDITORS
 
 The Statutory Auditors of the Company, M/s. S. R. Batliboi &
 Associates, Chartered Accountants, Gurgaon, retire at the conclusion of
 the ensuing annual general meeting of the Company and have confirmed
 their willingness and eligibility for re-appointment and have also
 confirmed that their re-appointment, if made, will be within the limits
 under Section 224(1 B) of the Companies Act, 1956.
 
 AUDITORS REPORT
 
 The Board has duly examined the statutory auditors report to accounts
 and clarifications wherever necessary, have been included in the
 Corporate Governance Report and Notes to Accounts section of the Annual
 Report.
 
 As regards comments under para ix(a) of annexure to the auditors
 report regarding slight delay in few cases in deposition of statutory
 dues, the Company is further strengthening its process to ensure that
 even such slight/ minor delays do not occur in future.
 
 ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 Since the Company is a provider of telecommunication services, most of
 the information as required under Section 217(1)(e) of the Companies
 Act, 1956, read with the Companies (Disclosure of particulars in the
 report of the Board of Directors) Rules, 1988, as amended is not
 applicable. However, the information as applicable has been given in
 annexure A to this report.
 
 EMPLOYEES STOCK OPTION PLAN
 
 The Company values its human resource and is committed to adopt the
 best HR practices. The employees of the Company are presently benefited
 from two ESOP Scheme under 2001 and 2005, Employee Stock Option Policy.
 The policy also helps in retention of well-performing employees who are
 contributing to the growth of the Company.
 
 The ESOP Compensation Committee, constituted in accordance with SEBI
 Guidelines, administers and monitors the Schemes. Disclosure in
 compliance with clause 12 of the Securities and Exchange Board of India
 (Employee Stock Option Scheme and Employee Stock Purchase Scheme
 Guidelines, 1999, as amended, are provided in annexure B to this
 report.
 
 A certificate from M/s. S.R. Batliboi & Associates, Chartered
 Accountants, statutory auditors, with respect to the implementation of
 the Companys ESOP schemes, would be placed before the shareholders at
 the ensuing annual general meeting, and a copy of the same shall be
 available for inspection at the registered office / corporate office of
 the Company.
 
 PARTICULARS OF EMPLOYEES
 
 The information as are required to be provided in terms of section
 217(2A) of the Companies Act, 1956 read with the Companies (Particulars
 of Employees) Rules, 1975 have been set out in the annexure to the
 report. However, in terms of the provisions of section 219(1)(b)(iv) of
 the Act the Annual Report has been sent to the members of the Company
 excluding these information. Members who desire to obtain this
 information may write to the Company Secretary at the registered office
 address and will be provided with a copy of the same.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, the directors
 to the best of their knowledge and belief confirm that:
 
 (i) in the preparation of the annual accounts for the year ended March
 31, 2008, the applicable accounting standards have been followed along
 with proper explanation relating to material departures;
 
 (ii) they have selected and applied consistently and made judgments and
 estimates that are reasonable and prudent so as to give a true and fair
 view of the state of affairs of the Company as at the end of the
 financial year and of the profit of the Company for that period;
 
 (iii)they have taken proper and sufficient care for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956 and for safeguarding the assets of the Company and
 for preventing and detecting fraud and other irregularities;
 
 (iv)they have prepared the annual accounts on a going concern basis.
 
 ACKNOWLEDGEMENTS
 
 Your Directors wish to place on record their appreciation to the
 Department of Telecommunications (DoT), the Central Government, the
 State Governments and Companys bankers, the business associates, for
 the assistance, co-operation and encouragement they extended to the
 Company and to the employees for their continuing support and
 unstinting efforts in ensuring an excellent all round operational
 performance. Last but not the least, your Directors would also like to
 thank various partners viz. Bharti Telecom Ltd., Singapore
 Telecommunications Limited, and other valuable shareholders for their
 support and contribution. We look forward for their continued support
 in the future.
 
 
                                 For and on behalf of the Board
 
                                 Sunil Bharti Mittal
 
 Place : New Delhi               Chairman and
 Date  : April 25, 2008          Managing Director