Bharti Telecom

The directors take pleasure in presenting the twenty-third annual
 report on the business and operations of the company together with
 audited financial statements and accounts for the year ended 31st March
 2008.
 
 FINANCIAL PERFORMANCE
 
 Your company earned gross income of Rs. 66 thousand during the year.
 Loss before finance expenses, depreciation and tax is Rs. 712 thousand.
 Loss before tax for the year is Rs. 748 thousand.
 
 DIVIDEND
 
 The Company is not carrying any direct operational activities. As the
 Company is only holding investments in Bharti Airtel Limited, the
 likely source of income of your company is the dividends from Bharti
 Airtel Limited. Since Bharti Airtel Limited has not declared any
 dividend so far, the board of directors do not recommend any dividend
 for the financial year 2007-08.
 
 SHARE CAPITAL
 
 There has been no change in the share capital of the Company since the
 last Directors Report and the issued and paid-up share capital of the
 Company stands at 21770036 equity shares of Rs. 10/- each aggregating
 Rs. 217,700,360.
 
 AMENDMENT IN ARTICLES OF ASSOCIATION
 
 Second Supplemental Agreement to the Shareholder Agreement Relating to
 Bharti Telecom Limited, dated July 17, 2007 was executed by and among
 Bharti Group, Pastel Limited and MacRitchie Investment Pte. Limited.
 
 As per aforesaid agreement, the Articles of Association of Bharti
 Telecom Limited is required to be amended to incorporate the terms of
 the Agreement.
 
 Pursuant to the provision of section 31 of the Companies Act, 1956,
 consent of the shareholders by way of special resolution is required to
 amend the Articles of Association. The proposed amendments are given in
 the notice of forthcoming annual general meeting. The directors
 recommend the amendment in Article of Association of the Company.
 
 FIXED DEPOSITS
 
 The Company has not accepted any fixed deposits and, as such, no amount
 of principal or interest was outstanding as of the balance sheet date
 and is therefore not required to furnish information in respect of
 outstanding deposits under Non Banking Non Financial Companies (Reserve
 Bank) Directions, 1956 and the Companies (Acceptance of Deposits)
 Rules, 1975.
 
 AUDITORS REPORT
 
 The Board has duly considered the Auditors Report to Accounts, and
 clarification wherever necessary, is contained in the Notes to Accounts
 section forming part of the annual accounts.
 
 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(1B) of the Companies Act, 1956.
 
 DIRECTORS
 
 Mr. Akhil Gupta and Mr. Rajan Bharti Mittal are due to retire by
 rotation at the twenty-third annual general meeting and being eligible,
 have offered themselves for re-appointment. Both Mr. Akhil Gupta and
 Mr. Rajan Bharti Mittal have also given a confirmation to the Company
 that they are, otherwise, not disqualified to be appointed as director,
 in terms of section 274(l)(g) of the Companies Act, 1956. The Board
 recommends their re-appointment.
 
 Since, last Directors Report, Mr. S. L. Narayanan has resigned from
 the Board and the position of Managing Directorship of the Company
 w.e.f January 21, 2008 and Mr. Devendra Khanna has been appointed as an
 additional director and Managing Director of the Company w.e.f January
 29, 2008 for a period of five years. The Board places on record its
 sincere appreciation for the services rendered by Mr. S.L. Narayanan
 during his tenure on the Board.
 
 The Company has received notices from members under section 257 of the
 Companies Act, 1956 proposing the appointment of Mr. Devendra Khanna as
 director. The Board recommends the appointment of Mr. Devendra Khanna.
 
 AUDIT COMMITTEE
 
 In terms of provisions of Section 292A of the Companies Act, 1956, the
 Company has a committee of the board known as Audit Committee
 consisting of following directors of the Company:
 
 - Mr Rajan Bharti Mittal
 
 - Mr Akhil Gupta
 
 - Mr. Francis Heng Hang Song
 
 STATUTORY STATEMENTS
 
 The Company does not carry on any manufacturing activity and
 accordingly the provisions to furnish information as per section
 217(i)(e) of the Companies Act, 1956 relating to Conservation of
 Energy, Research and Development and Technology Absorption are not
 applicable.
 
 During the year under review, there were nil Foreign Exchange Earnings
 and Outgo.
 
 PARTICULARS OF EMPLOYEES
 
 There are no employees during the year under review whose particulars
 are to be provided in terms of Section 217(2A) of the Companies Act,
 1956 read with Companies (Particular of Employees) Rules, 1975.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, the directors
 to the best of their knowledge and belief confirm:
 
 1.  That in the preparation of the annual accounts, the applicable
 accounting standards have been followed along with proper explanation
 relating to material departures;
 
 2.  That the directors have selected such accounting policies and
 applied them 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 at the end of the financial year ended 31st
 March, 2008 and of the Profit and Loss Account of the Company for that
 period;
 
 3.  That the directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956, for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities;
 
 4.  That the directors had prepared the annual accounts on a going
 concern basis.
 
 ACKNOWLEDGEMENT
 
 Your directors express their gratitude for the co-operation and support
 received from all the shareholders of the Company, various agencies /
 departments of the Government of India, respective State Governments,
 Companys Bankers and Financial Institutions.
 
 
                              On Behalf of the Board
 
 Place : New Delhi            Sunil Bharti Mittal
 Dated : April 24, 2008       Chairman