Vice President I R & Corporate Communications

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1 GTL Limited REF. NO. SE/ SMK/ March 10, 2006 The Secretary, Bombay Stock Exchange Ltd, P. J. Tower, Dalal Street, Mumbai National Stock Exchange of India Ltd. Exchange Plaza, 5 th Floor, Plot No. C/1, G Block, Bandra Kurla Complex, Bandra (East), Mumbai Dear Sir, Re: Board Meeting. Pursuant to Clause 36 and other applicable clauses, if any, of the Listing Agreement, we have to inform you that Mr. Manoj Tirodkar, Promoter and the Chairman & Managing Director of the Company has informed that Mr. Tirodkar, in relation to a loan to Global Assets Holding Corporation Pvt. Ltd, a company which is part of the Promoter Group and in whose shares Mr.Tirodkar has beneficial interest intends to acquire shares of GTL Limited and has given certain undertakings to the lenders. A copy of the letter received from Mr.Tirodkar, which was tabled at the Board Meeting held at Mumbai today is attached. We clarify that, the undertaking given by Mr.Tirodkar or statements made by him are in his personal capacity and the Company is not a party to it. Neither his undertaking nor the attached letter is binding on the Company in any manner. Please acknowledge receipt of this letter. Thanking you, Truly yours, For GTL Limited Vidyadhar A. Apte Company Secretary Praveen R. Challa Vice President I R & Corporate Communications Corp. Office: 412, Janmabhoomi Chambers, 29, W. H. Marg, Ballard Estate, Mumbai India. Tel: Fax: Regd. Office: Global Vision, Electronic Sadan II, MIDC, TTC Industrial Area, Navi Mumbai India. Tel: , Fax:

2 MANOJ G. TIRODKAR 505, Janmabhoomi Chambers, 29, Walchand Hirachand Marg, Ballard Estate, Mumbai March 10, 2006 The Board of Directors, GTL Limited, 412, Janambhoomi Chambers, Ballard Estate, Mumbai Dear Sirs, As you are aware, I am the Chairman of GTL Limited (GTL) and GTL Infrastructure Ltd. (GIL). I am interested in increasing my shareholding in GTL through Global Assets Holding Corporation Pvt. Ltd. (GAHCPL), a company in which I have beneficial interest. My shareholding together with persons acting in concert is presently about 25.83% of the existing equity share capital of GTL. As per SEBI regulations, I together with persons acting in concert will increase my shareholding by 5% through creeping acquisition. In the event that GAHCPL acquires such shares beyond 5%, GAHCPL shall make an open offer of 20% as per SEBI regulations. For this purpose, I have executed an undertaking in the course of execution of loan documents with the lender. Such undertaking does not bind the Company, GTL Limited. The undertaking provides that the Board has presently earmarked a sum of upto Rs.300 crores for suitable acquisitions to promote inorganic growth in GTL. In the event, the Company is unable to identify and conclude an acceptable acquisition(s) in 12 months, after the completion of the restructuring process, I propose to request the Company to consider a dividend subject to all necessary approvals. Additionally, in my position as Chairman of GTL and GIL, I am privy to information which I wish to publicly disclose in the interests of transparency and good corporate governance. As it is possible for a contention to be raised that the following may constitute unpublished price sensitive information, I am informing the Board of the same. I also request the Board to consider that the investors / public are suitably informed, prior to commencement of the proposed creeping acquisition. Restructuring at GTL GTL is currently in a restructuring phase. GTL had undertaken a restructuring exercise to address several issues for unlocking shareholder value. The table below briefly depicts the objectives of restructuring & the steps undertaken to achieve those objectives. Objective Simplification of Business Model Improving Utilization of Assets Rationalization of Fixed and Current Assets Optimize Cash levels Proposed Steps 1. Split businesses into 2 companies Network Services (GTL) and Infrastructure ownership (GIL). 2. Merge GTL s wholly owned subsidiary, GTL Technology Investments with GTL Sharing Infrastructure assets with other users through the Infrastructure Company (GIL) Rightsizing the assets through a court approved scheme Explore possibilities of shareholder value creation such as acquisitions or dividend - 1 -

3 Based on advice received from various professional consultants, the Board of Directors of GTL Limited and GTL Infrastructure Limited (GIL) in their respective meetings on November 21, 2005 approved in principle, the plan for achieving some of the above objectives. Subject to the statutory approvals being obtained, the Boards of the respective companies approved the following measures to be carried out for giving effect to the restructuring: 1. Infrastructure Assets aggregating approximately to Rs.214 cr. would be transferred by GTL to GIL for a cash consideration. The approval of shareholders under Section 293(1)(a) of the Companies Act, 1956 has been received. 2. GTL s business currently comprises of the Network Engineering and IT Services division. Subject to necessary approvals, a part of the IT Services division, comprising of an Infrastructure undertaking (erstwhile E-Business Infrastructure division) will be de-merged from GTL and merged into GIL pursuant to a court approved scheme of reconstruction. The net asset value of this division is approximately Rs.101 crores. In lieu of the demerger, the shareholders of GTL will receive one share of GIL for every one shares of GTL (1:1 ratio), without having to make any cash payment as per the share exchange ratio determined by independent valuers and approved by the Board. The appointed date will be October 1, The shares of GIL are proposed to be listed on the Stock Exchange, Mumbai and the National Stock Exchange of India subject to approval of SEBI and the Stock Exchanges. This in my opinion should significantly unlock the value of Infrastructure assets and related business. 3. Pursuant to the Demerger, the FCCBs issued by GTL will be split according to the valuation determined and proportionate liability will be transferred to GIL. The approval of FCCB holders has already been obtained. 4. GTL Technology Investments Ltd., currently a 100% wholly owned subsidiary of GTL will be merged with GTL pursuant to a court approved scheme of merger and amalgamation. This will enable GTL to consolidate investments in International businesses, E-Security, Infrastructure and others on a single platform under GTL. 5. As a part of the scheme of reconstruction, the assets, which are identified to be redundant and which have lost economic value are proposed to be impaired against securities premium account/ capital redemption reserve/ general reserve, pursuant to shareholders and court approval. The Honorable High Court of Judicature at Bombay has directed that a meeting of the Equity Shareholders of GTL Limited, be convened and held on March 20, 2006, for the purpose of considering, and if thought fit, approving with or without modification(s), the Scheme of Arrangement and Reconstruction between GTL Limited, GTL Infrastructure Limited and GTL Technology Investments Limited and their respective shareholders. Such restructuring and scheme of demerger could have a significant positive impact on GTL by reducing the capital employed and is likely to improve Return on Capital Employed from current levels. Further steps being considered by management to enhance return on capital employed With a view to further enhance the return on capital employed, the management plans to utilize the Surplus Cash balances efficiently and is taking/ has taken the following steps: - 2 -

4 1. GTL s management has identified a roadmap, which includes inorganic growth in its core business of Network Services. To enhance its skill sets in Network Planning, Design, Consultancy and Operations and Maintenance, GTL is evaluating certain acquisition targets. These acquisitions are also contemplated with a view to enhance GTL s customer base, market presence, geographical reach and broaden the services portfolio. 2. The management proposes to utilize a part of the Cash balance for business growth of operations. The telecommunication sector in India is recording one of the fastest growth rates in the world. Tele-density stood at per hundred at end-january, The ambitious target is to reach 250 million connections by December 2007(Source: Finance Ministers Budget speech). This is likely to result in significant opportunity in the network services space. The Company is focussed on addressing this opportunity. The Company is in the process of preparing for the estimated US $ 5 billion - 60 million line tender of BSNL. The company has relationships with the bidders Nokia, Alcatel, Motorola, Ericsson and ITI and expects to procure engineering & services contracts from them related to this expansion. GTL has already worked with these OEMs during BSNL s first phase of rollouts. The incumbent telecom operator in UAE, who is the 2 nd operator in Saudi Arabia is expanding its network. The telecom infrastructure spend is expected to be around US $ 2 billion. Amongst others, Nokia, Ericsson, Motorola, Nortel & Alcatel are involved in addressing this opportunity. The company has ongoing relationships with these players and has already executed an initial order of US $ 10 million and anticipates larger engagement in the next 12 months in UAE and Saudi Arabia. Additionally, the Company continues to expand its operations in Thailand, Sri Lanka, Bangladesh, Kuwait, Oman and Nigeria. The Company is in the process of expanding its geographical presence in Indonesia and South Africa where its current customers have requested for support. The estimated value of these contracts and other current business prospects may result in an order book size of Rs.1000 crores over the next fiscal year and could extend upto Rs.3000 crores over the next 3 years in Network Services. 3. Additionally, the management is also evaluating strategic organic/ inorganic opportunities for the IT services business, including call center to unlock shareholder value. GTL Infrastructure Limited (GIL) Business Update GIL, is a subsidiary of GTL and is engaged in the business of providing shared infrastructure services to Telecom and BPO players. GIL s business model is annuity driven. The revenue will be recurring in nature. The contracts may be typically for 5 to 20 years involving services, project management, tower ownership and BPO ownership. GIL has received financial commitments of approximately Rs.1500 crores in debt and equity for phase I. GIL will discontinue to be a wholly-owned subsidiary of GTL once all approvals for restructuring have been received. However, GTL shall continue to be the largest shareholder with a stake of about 40% of GIL s capital, post-listing. Although, this is not currently a listed entity, keeping in mind that very little information is available in public domain about this company, I would like to brief the Board and in turn the general public through the stock exchanges that: 1. GIL has signed a MOU for providing passive infrastructure for 200 new sites in Karnataka and Punjab Circles with a cellular operator on a Build, Own and Operate (BOO) basis. The cumulative revenue over 10 year contract period of is estimated to be Rs. 80 crores. GIL will also endeavour to offer these sites to other operators on a shared user basis

5 2. GIL is in the final stages of negotiation of a BOO project for developing 573 new sites in Eastern Circles by a cellular operator. The estimated total contract value is approximately Rs. 300 crores over a 20 year period. 3. GIL has received a Request for Proposal from a leading wireless operator for managing, Operations & Maintenance of 4500 existing sites and providing passive telecom infrastructure for 2000 sites under BOO model. GIL has submitted its proposal to address this opportunity. 4. Apart from this, GIL is in advanced stage of negotiations with various telecom operators across India for building new sites and acquisition of existing sites from these operators. The management is hopeful of concluding such business in the first 2 quarters of the next financial year. 5. GIL has signed an MOU with a leading Animation software development company For provisioning of Telecom & IT infrastructure at their facility in Mumbai. The project has commenced and the value of the capital expenditure is estimated to be Rs.24 crores. For developing SEZ/STPI in Goa. The scope of the work includes purchase of land, development, construction of facilities, providing IT & Telecom Infrastructure and Operations & Maintenance of the facilities over a period of 10 years. The land for this purpose is being acquired. The approximate estimated total contract value is Rs.95 crores on the lower end and Rs. 250 crores on the higher end over the next 10 years. 6. An International Bank is actively negotiating with GIL for developing of back office infrastructure for providing services resulting in creation of approximately 1500 seats spread over multiple locations in India. 7. GIL has received a contract to develop and operate 1500 seat shared BPO infrastructure, revenues for which shall begin from Q1 of FY It is also working with its parent company, GTL Ltd. to share the infrastructure assets with other BPO, telecom, Managed Services operators and MNCs. The estimated revenue over 8 years is expected to be Rs. 650 crores. This letter contains certain predictions, estimates or other information regarding the Company s operations, which are forward looking in nature. While these forward looking statements represent my current judgement on what the future holds, they are subject to risks and uncertainties that could cause actual results to differ materially and may involve risk and uncertainty, for which I shall not be responsible. I now request you to kindly forward this letter to the Stock Exchanges and relevant stakeholders as you may deem necessary. Yours truly, Manoj Tirodkar - 4 -

tz.t` Nitesh A. Mhatre Company Secretary

tz.t` Nitesh A. Mhatre Company Secretary INFNAJ t ROL IIURE GIL/SE/Accts/2018-19/Q1/45 The Secretary, BSE Limited Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai 400 001 Scrip Code: 532775 August 9, 2018 The Secretary, National Stock Exchange