Obligation Bharti Airtel Ltd 4% ( XS0997979249 ) en EUR

Bharti Airtel Ltd

100 % ⇌

Inde

XS0997979249 ( en EUR )

4% par an ( paiement annuel )

09/12/2018 - Obligation échue

Prospectus brochure de l'obligation Bharti Airtel Ltd XS0997979249 en EUR 4%, échue

100 000 EUR

1 000 000 000 EUR

L'Obligation émise par Bharti Airtel Ltd ( Inde ) , en EUR, avec le code ISIN XS0997979249, paye un coupon de 4% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 09/12/2018

OFFERING MEMORANDUM
STRICTLY CONFIDENTIAL
Bharti Airtel International (Netherlands) B.V.
(Incorporated with limited liability in the Netherlands)
750,000,000 4.00 per cent. Guaranteed Notes due 2018
unconditionally and irrevocably guaranteed by
Bharti Airtel Limited
(Incorporated with limited liability in the Republic of India under the Indian Companies Act, 1956)
Issue Price: 99.756 per cent.
The 750,000,000 4.00 per cent. Guaranteed Notes due 2018 (the "Notes") will be the unsecured and unsubordinated obligations
of Bharti Airtel International (Netherlands) B.V. (the "Issuer") and will be unconditionally and irrevocably guaranteed on an
unsecured and unsubordinated basis (the "Guarantee") by Bharti Airtel Limited (the "Company" or the "Guarantor"), provided
that, at all times, the Guarantee shall be in respect of an amount not exceeding 200 per cent. of the initial aggregate principal
amount of the Notes being 1,500 million (the "Guaranteed Amount"). The Guaranteed Amount will be reduced by any amounts
paid by the Guarantor under the Guarantee from time to time. See Condition 4.3 of the "Terms and Conditions of the Notes". The
Notes will bear interest at a rate of 4.00 per cent. per annum. Interest will be paid on the Notes annually in arrear on 10 December
of each year, beginning on 10 December 2014. Unless previously repurchased, cancelled or redeemed, the Notes will mature on
10 December 2018.
The Notes will be unsecured and unsubordinated obligations of the Issuer, will rank pari passu with all of the Issuer's other
existing and future unsecured and unsubordinated obligations. The Guarantee will be an unsecured and unsubordinated obligation
of the Guarantor and will rank pari passu with the Guarantor's other existing and future unsecured obligations. The Issuer will
have the option to redeem all but not some only of the Notes at any time at 100 per cent. of their principal amount plus accrued
interest and the Applicable Premium set forth in this offering memorandum ("Offering Memorandum"). The Issuer may also
redeem the Notes at any time at 100 per cent. of their principal amount in the event of certain changes in taxation.
For a more detailed description of the Notes and the Guarantee, see "Terms and Conditions of the Notes" beginning on
page 69.
The Notes have been rated Baa3 by Moody's Investor Service ("Moody's") and BBB- by Fitch Rating Ltd ("Fitch"). A rating is
not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the
rating organisation.
Investing in the Notes involves certain risks. You should read "Risk Factors" beginning on page 31 before investing in the
Notes.
The Notes and the Guarantee have not been and will not be, registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), or the securities laws of any other jurisdiction. Accordingly, the Notes and the Guarantee are being offered and
sold only to persons outside the United States in compliance with Regulation S under the Securities Act ("Regulation S"). See
"Subscription and Sale".
Application will be made for the trading of the Notes on the Freiverkehr (Open Market) of the Frankfurter Wertpapierbörse
(Frankfurt Stock Exchange) (the "FWB"). Such approval will be granted when the Notes have been admitted to trading of the
FWB. The Open Market is not a regulated market for purposes of EU Directive 2004/39/EC (MiFID). The FWB assumes no
responsibility for the correctness of any statements made, opinions expressed or reports contained in this Offering Memorandum.
Currently there is no public market for the Notes.
The Notes will initially be represented by a global certificate (the "Global Certificate") which will be registered in the name of a
nominee of, and deposited with a common depositary for, Clearstream Banking, société anonyme ("Clearstream, Luxembourg")
and Euroclear Bank SA/NV ("Euroclear") on or about 10 December 2013. Except as described herein, definitive certificates
("Definitive Certificates") evidencing holdings of Notes will not be issued in exchange for interests in the Global Certificate. See
"The Global Certificate".
Joint Lead Managers and Joint Bookrunners
Barclays
BNP PARIBAS
Deutsche Bank
J.P. Morgan
Standard
UBS
Chartered Bank
Investment
Bank
The date of this Offering Memorandum is 3 December 2013.

NOTICE TO INVESTORS
The Issuer and the Guarantor, having made all reasonable enquiries, confirm that this Offering
Memorandum contains all material information with respect to the Issuer and the Guarantor and the
Notes (including all information which, according to the particular nature of the Issuer, the Guarantor
and of the Notes, is necessary to enable investors to make an informed assessment of the assets and
liabilities, financial position, profits and losses and prospects of the Issuer and the Guarantor and of
the rights attaching to the Notes and the Guarantee), that the information contained or incorporated in
this Offering Memorandum is true and accurate in all material respects and is not misleading, that the
opinions and intentions expressed in this Offering Memorandum are honestly held and that there are no
other facts the omission of which would make this Offering Memorandum or any of such information
or the expression of any such opinions or intentions misleading. The Issuer and the Guarantor accept
responsibility accordingly.
Neither the Joint Lead Managers (as described under "Subscription and Sale", below), the Trustee nor
the Principal Paying Agent, the Transfer Agent and the Registrar (together, the "Agents") have
independently verified the information contained herein. Accordingly, no representation, warranty or
undertaking, express or implied, is made and no responsibility or liability is accepted by the Joint Lead
Managers, the Trustee or the Agents as to the accuracy or completeness of the information contained or
incorporated in this Offering Memorandum or any other information provided by the Issuer or the
Guarantor in connection with the offering of the Notes. Neither the Joint Lead Manager, the Trustee
nor the Agents accepts any liability in relation to the information contained or incorporated by
reference in this Offering Memorandum or any other information provided by the Issuer or the
Guarantor in connection with the offering of the Notes or their distribution. To the fullest extent
permitted by law, none of the Joint Lead Managers, the Trustee or the Agents accepts any
responsibility for the contents of this Offering Memorandum or for any other statement, made or
purported to be made by the Joint Lead Managers, the Trustee or the Agents or on its behalf in
connection with the Issuer, the Guarantor or the issue and offering of the Notes. The Joint Lead
Managers, the Trustee and each Agent accordingly disclaims all and any liability whether arising in
tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this
Offering Memorandum or any such statement.
No person is or has been authorised by the Issuer, the Guarantor, the Trustee or the Agents to give any
information or to make any representation not contained in or not consistent with this Offering
Memorandum or any other information supplied in connection with the offering of the Notes and, if
given or made, such information or representation must not be relied upon as having been authorised
by the Issuer, the Guarantor, any of the Joint Lead Managers, the Trustee or the Agents.
Neither this Offering Memorandum nor any other information supplied in connection with the offering of
the Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered
as a recommendation by the Issuer, the Guarantor, any of the Joint Lead Managers, the Trustee or the
Agents that any recipient of this Offering Memorandum or any other information supplied in connection
with the offering of the Notes should purchase the Notes. Each investor contemplating purchasing any
Notes should make its own independent investigation of the financial condition and affairs, and its own
appraisal of the creditworthiness, of the Issuer and the Guarantor. Neither this Offering Memorandum nor
any other information supplied in connection with the offering of the Notes constitutes an offer or
invitation by or on behalf of the Issuer, the Guarantor, any of the Joint Lead Managers, the Trustee or the
Agents to any person to subscribe for or to purchase any Notes.
i

Neither the delivery of this Offering Memorandum nor the offering, sale or delivery of the Notes shall
in any circumstances imply that the information contained herein concerning the Issuer or the
Guarantor is correct at any time subsequent to the date hereof or that any other information supplied in
connection with the offering of the Notes is correct as of any time subsequent to the date indicated in
the document containing the same. The Joint Lead Managers, the Trustee and the Agents expressly do
not undertake to review the financial condition, results of operations or affairs of the Issuer or the
Guarantor during the life of the Notes or to advise any investor in the Notes of any information coming
to their attention.
This Offering Memorandum does not constitute an offer to sell or the solicitation of an offer to buy the
Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such
jurisdiction. The distribution of this Offering Memorandum and the offer or sale of Notes may be
restricted by law in certain jurisdictions. The Issuer, the Guarantor, the Joint Lead Managers, the
Trustee and the Agents do not represent that this Offering Memorandum may be lawfully distributed,
or that the Notes may be lawfully offered, in compliance with any applicable registration or other
requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any
responsibility for facilitating any such distribution or offering. In particular, no action has been taken
by the Issuer, the Guarantor, the Joint Lead Managers, the Trustee or the Agents which is intended to
permit a public offering of the Notes or the distribution of this Offering Memorandum in any
jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold,
directly or indirectly, and neither this Offering Memorandum nor any advertisement or other offering
material may be distributed or published in any jurisdiction, except under circumstances that will result
in compliance with any applicable laws and regulations. Persons into whose possession this Offering
Memorandum or any Notes may come must inform themselves about, and observe, any such
restrictions on the distribution of this Offering Memorandum and the offering and sale of Notes. In
particular, there are restrictions on the distribution of this Offering Memorandum and the offer or sale
of Notes in the United States, the European Economic Area (including the United Kingdom and the
Netherlands), India, Hong Kong, Japan and Singapore.
IN CONNECTION WITH THE ISSUE OF THE NOTES, STANDARD CHARTERED BANK AS
STABILISING MANAGER (THE "STABILISING MANAGER") (OR PERSON(S) ACTING ON
BEHALF OF THE STABILISING MANAGER) MAY OVER-ALLOT NOTES OR EFFECT
TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES
AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER,
THERE IS NO ASSURANCE THAT THE STABILISING MANAGER (OR PERSONS ACTING
ON BEHALF OF THE STABILISING MANAGER) WILL UNDERTAKE STABILISATION
ACTION. ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE ON
WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE
NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO
LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE NOTES AND
60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. ANY STABILISATION
ACTION
OR
OVER-ALLOTMENT
MUST
BE
CONDUCTED
BY
THE
STABILISING
MANAGER (OR PERSON(S) ACTING ON BEHALF OF THE STABILISING MANAGER) IN
ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
Each purchaser or holder of interests in the Notes will be deemed, by its acceptance or purchase of any
such Notes, to have made certain representations and agreements as set out in "Subscription and Sale".
ii

ENFORCEABILITY OF CIVIL LIABILITIES
The Guarantor is a public limited company incorporated under the laws of India. A number of directors
and key management personnel named herein reside in India and a substantial portion of the assets of
the Guarantor is located in India.
Recognition and enforcement of foreign judgments is provided for under the Code of Civil Procedure,
1908 (the "Civil Code") on a statutory basis. Section 13 of the Civil Code provides that a foreign
judgment shall be conclusive regarding any matter directly adjudicated upon, except: (i) where the
judgment has not been pronounced by a court of competent jurisdiction; (ii) where the judgment has
not been given on the merits of the case; (iii) where it appears on the face of the proceedings that the
judgment is founded on an incorrect view of international law or a refusal to recognise the law of India
in cases to which such law is applicable; (iv) where the proceedings in which the judgment was
obtained were opposed to natural justice; (v) where the judgment has been obtained by fraud; or
(vi) where the judgment sustains a claim founded on a breach of any law then in force in India.
India is not a party to any international treaty in relation to the recognition or enforcement of foreign
judgments. Section 44A of the Civil Code provides that where a foreign judgment has been rendered by
a superior court, within the meaning of such section, in any country or territory outside India which the
Government of India (the "Government") has by notification declared to be a reciprocating territory, it
may be enforced in India by proceedings in execution as if the judgment had been rendered by the
relevant court in India. However, Section 44A of the Civil Code is applicable only to monetary
decrees, which are not amounts payable in respect of taxes, other charges of a like nature or in respect
of a fine or other penalty and does not apply to an arbitration award, even if such award is enforceable
as a decree or judgment.
The United States has not been declared by the Government to be a reciprocating territory for the
purposes of section 44A of the Civil Code. However, the United Kingdom has been declared by the
Indian Government to be a reciprocating territory and the High Courts of in England as the relevant
superior courts. Accordingly, a judgment of a court in the United States may be enforced only by a
fresh suit upon the judgment and not by proceedings in execution. A judgment of a superior court in
the United Kingdom may be enforceable by proceedings in execution and a judgment of a court in the
United Kingdom that is not a superior court may be enforced by a fresh suit resulting in a judgment or
order. A judgment of a court in any jurisdiction which is not a reciprocating territory may be enforced
only by a new suit upon the judgment and not by proceedings in execution. Section 13 of the Civil
Code provides that a foreign judgment shall be conclusive as to any matter thereby directly adjudicated
upon except: (i) where it has not been pronounced by a court of competent jurisdiction; (ii) where it
has not been given on the merits of the case; (iii) where it appears on the face of the proceedings to be
founded on an incorrect view of international law or a refusal to recognise the law of India in cases
where such law is applicable; (iv) where the proceedings in which the judgment was obtained were
opposed to natural justice; (v) where it has been obtained by fraud; or (vi) where it sustains a claim
founded on a breach of any law in force in India. The suit must be brought in India within three years
from the date of the judgment in the same manner as any other suit filed to enforce a civil liability in
India. It is unlikely that a court in India would award damages on the same basis as a foreign court if
an action is brought in India. Furthermore, it is unlikely that an Indian court would enforce a foreign
judgment if it viewed the amount of damages awarded as excessive or inconsistent with Indian
practice. A party seeking to enforce a foreign judgment in India is required to obtain approval from the
iii

Reserve Bank of India (RBI) under the Foreign Exchange Management Act, 1999 to repatriate outside
India any amount recovered pursuant to execution. Any judgment in a foreign currency would be
converted into Indian Rupees on the date of the judgment and not on the date of the payment.
The Issuer is incorporated as a private company with limited liability (besloten vennootschap met
beperkte aansprakelijkheid) under the laws of the Netherlands. The agreements entered into with
respect to the issue of the Notes, including the Trust Deed, are governed by the laws of England.
Pursuant to article 33 of EU Council Regulation of 22 December 2000 (EU) Nr. 44/2001 on
Jurisdiction and Recognition and Enforcement of Judgments in Civil and Commercial Matters, as
amended ("Regulation 44/2001"), judgments rendered in England will be recognised and enforced in
the Netherlands without any special procedure being required. However, article 34 of Regulation
44/2001 provides that a judgment will, inter alia, not be recognised: (i) if such recognition is
manifestly contrary to public policy in the Member State in which recognition is sought; (ii) where it
was given in default of appearance, if the defendant was not served with the document which instituted
the proceedings or with an equivalent document in sufficient time and in such a way as to enable the
defendant to arrange for his defence, unless the defendant failed to commence proceedings to challenge
the judgment when it was possible for the defendant to do so; (iii) if it is irreconcilable with a
judgment given in a dispute between the same parties in the Member State in which recognition is
sought; and (iv) if it is irreconcilable with an earlier judgment given in another Member State or in a
third State involving the same cause of action and between the same parties, provided that the earlier
judgment fulfils the conditions necessary for its recognition in the Member State addressed. Moreover,
article 35 of Regulation 44/2001 provides that a judgment shall not be recognised if it conflicts with
Sections 3, 4 or 6 of Chapter II, or in a case provided for in Article 72 of Regulation 44/2001.
ENFORCEMENT OF THE GUARANTEE
In the event a guarantee issued by an Indian company on behalf of its wholly owned subsidiary is
enforced by a competent court in a territory other than a "reciprocal territory", the judgment must be
enforced in India by a suit upon the judgment and not by proceedings in execution. Such a suit has to
be filed in India within three years from the date of the judgment in the same manner as any other suit
filed to enforce a civil liability in India. A party seeking to enforce a foreign judgment in India is
required to obtain approval from the RBI to repatriate outside India any amount recovered pursuant to
the execution of such a judgment, unless the amount is to be repatriated pursuant to the guarantee
provided under the automatic route. For further details on the recognition and enforcement of foreign
judgments in India, see "Enforcement of Civil Liabilities in India".
The Guarantor would not be entitled to immunity on the basis of sovereignty or otherwise from any
legal proceedings in India to enforce the Guarantee or any liability or obligation of the Guarantor
arising thereunder.
As the Guarantee is an obligation of a type which Indian courts would usually enforce, the Guarantee
should be enforceable against the Company in accordance with its terms by an Indian court, subject to
the following exceptions:
S
enforcement may be limited by general principles of equity, such as injunction;
iv

S
Indian courts have sole discretion to grant specific performance of the Guarantee and the same
may not be available, including where damages are considered by the Indian court to be an
adequate remedy, or where the court does not regard specific performance to be the appropriate
remedy;
S
actions may become barred under the Limitation Act, 1963, or may be or become subject to
set-off or counterclaim, and failure to exercise a right of action within the relevant limitation
period prescribed will operate as a bar to the exercise of such right;
S
any certificate, determination, notification, opinion or the like will not be binding on an Indian
court which will have to be independently satisfied on the contents thereof for the purpose of
enforcement despite any provisions in the documents to the contrary; and
S
all limitations resulting from the laws of reorganisation, suretyship or similar laws of general
application affecting creditor's rights.
For details on the Indian laws and regulations under which the Guarantee is issued, see "Indian
Government Filings/Approvals".
CERTAIN DEFINITIONS
In this Offering Memorandum, references to "the Guarantor" mean Bharti Airtel Limited, the listed
parent company incorporated in India, and, unless otherwise specified or the context otherwise
requires, its consolidated subsidiaries. References to "the Group" mean the Guarantor together with its
consolidated subsidiaries. References to "the Company" mean to Bharti Airtel Limited on an
unconsolidated basis. References to "the Issuer" mean Bharti Airtel International (Netherlands) B.V.
In this Offering Memorandum, unless otherwise specified, all financial information is of the Guarantor
on a consolidated basis. In this Offering Memorandum, unless otherwise specified or the context
otherwise requires, references to "" and "euros" are to the official currency of certain member states
of the European Union, references to "$", "U.S.$", "U.S. dollars" and "dollars" are to United States
dollars, references to "Rs.", "rupee", "rupees" or "Indian rupees" are to the legal currency of India,
references to "N" are to Nigerian Naira, references to "TZS" are to the Tanzanian Schilling, references
to "ZK" or "ZMK" are to the Zambian Kwacha and references to "CFA" are to the West African or
Central African Communauté Financière Africaine ("CFA") Franc. References to a particular "fiscal"
year are to the fiscal year ended 31 March of such year. References to the "U.S." or "United States" are
to the United States of America, its territories and its possessions. References to "India" are to the
Republic of India.
v

PRESENTATION OF FINANCIAL INFORMATION
Financial Data
All historical financial information in this Offering Memorandum is that of the Guarantor, its
consolidated subsidiaries (including the Issuer) and joint ventures consolidated on a proportionate or
equity basis. In this Offering Memorandum, unless otherwise specified, all financial information is of
the Guarantor on a consolidated basis.
The annual audited financial statements of the Guarantor, on a consolidated basis, as at and for the
fiscal years ended 31 March 2012 and 2013 (the "Annual Financial Statements"), the interim
condensed audited financial statements of the Guarantor, on a consolidated basis, as at and for six
months ended 30 September 2013 (the "Interim Financial Statements"), and the restated consolidated
statement of financial position and consolidated statement of income and comprehensive income as at
and for the fiscal year ended 31 March 2013, included elsewhere in this Offering Memorandum, have
each been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued
by the International Accounting Standards Board ("IASB").
In this Offering Memorandum, references to "FY2011", "FY2012" and "FY2013" refer to the
Guarantor's fiscal years ended 31 March 2011, 2012 and 2013.
Reporting Segments
The Group's operating segments are organised and managed separately through the respective business
managers, according to the nature of products and services provided, with each segment representing a
strategic business unit. These business units are reviewed by the Chairman of the Group (Chief
operating decision maker). Effective 1 April 2013, to reflect the growing importance of South Asia
mobile operations, the Group's mobile services in Bangladesh and Sri Lanka are now being reported
under a separate segment `Mobile Services-South Asia', earlier included in `Mobile Services - India
and South Asia'. Accordingly, `Mobile Services - India' is being reported as a separate segment. In
addition, to better reflect business synergies, intra city fibre networks earlier included in `Telemedia
Services', and Mobile Commerce Services in India earlier included in `Others', have now been
included in `Mobile Services - India'. Further, in order to improve the comparability of results with the
single segment telecommunications players, the Company has also allocated certain central common
expenses, earlier included in `Unallocated' to `Mobile Services - India', `Telemedia Services' and
`Airtel Business'. Accordingly, previous year's/period's segment figures have been restated.
The revised reporting segments of the Group are as below:
(a)
Mobile Services India: These services cover voice and data telecommunications services
provided through wireless technology (2G/3G/4G) in India. These include the captive national
long distance networks which primarily provide connectivity to the mobile services business in
India. These also include intra city fibre networks and mobile commerce services.
(b)
Mobile Services-South Asia: These services cover voice and data telecommunications services
provided through wireless technology (2G/3G) in Sri Lanka and Bangladesh.
vi

(c)
Mobile Services Africa: These services cover provision of voice and data telecommunications
services offered to customers in Africa continent. These also include corporate headquarter
costs of the Group's Africa operations.
(d)
Telemedia Services: These services cover voice and data communications based on fixed
network and broadband technology.
(e)
Digital TV Services: These include digital broadcasting services provided under the Direct-to-
home platform.
(f)
Airtel Business: These services cover end-to-end telecommunications solutions being provided
to large Indian and global corporations by serving as a single point of contact for all
telecommunications needs across data and voice (domestic as well as international long
distance), network integration and managed services.
(g)
Tower Infrastructure Services (formerly known as `Passive Infrastructure Services'): These
services include setting up, operating and maintaining wireless communication towers in India.
(h)
Others: These include administrative and support services provided to other segments.
Unallocated expenses/results, assets and liabilities include expenses/results, assets and liabilities
(including inter-segment assets and liabilities) of the corporate headquarters of the Group and other
activities not allocated to the operating segments. These also include current taxes, deferred taxes and
certain financial assets and liabilities not allocated to the operating segments.
Comparability of Results
The comparability of the Guarantor's results of operations has been significantly impacted by certain
events. On 8 June 2010, the Guarantor acquired mobile services operations in 15 African countries
from Zain Africa B.V. for an enterprise valuation of U.S.$10.7 billion. On 27 August 2010, the
Guarantor acquired mobile services operations in the Republic of Seychelles for U.S.$62.0 million. In
February 2010, the Guarantor acquired a majority equity interest in Airtel Bangladesh Limited and on
12 June 2013 it acquired an additional 30 per cent equity interest from the Warid Group and now owns
a 100 per cent. equity interest. The comparability of the Guarantor's results of operations for the fiscal
year ended 31 March 2011 as against the fiscal year ended 31 March 2012 is significantly impacted by
the fact that fiscal year 2012 was the first full year of operations for the Guarantor's African
businesses. On 13 May 2013, the Guarantor acquired a 100 per cent. equity interest in Warid Uganda
Limited, from Warid Telecom International LLC. This acquisition and the revenues and expenditures
associated with this acquisition have not materially impacted the Guarantor's results of operations in
the six months ended 30th September 2013 as compared to the six months ended 30 September 2012.
Effective 1 April 2013, IFRS 11 on joint arrangements became mandatory whereby accounting for
investment in joint ventures changed from the proportionate consolidation method (line by line
consolidation) to the equity method. Accordingly, the Guarantor has adopted IFRS 11 effective 1 April
2013 and the interim financial statements as at and for the six months ended 30 September 2013 have
vii

been prepared giving effect to this standard. The Guarantor has restated the financial data for the six
months ended 30 September 2012 on the same basis. It has also restated the financial data as at and for
the fiscal year ended 31 March 2013 on the same basis for presentation in this Offering Memorandum.
However, the Guarantor has not restated the financial data for the fiscal years ended 31 March 2011
and 2012. As a result, the interim financial data for the six months ended 30 September 2012 and 2013
has been prepared using a different accounting method than that used to prepare financial information
for the fiscal years ended 31 March 2012 and 2013. While the Guarantor believes that this change is
presentational in nature and does not impact the Group's net profits, it does impact on a number of the
Group's disclosed financial metrics, including revenue, EBITDA, free cash flow and net debt, amongst
others. See Note 3(a) of the Guarantor's interim condensed consolidated financial statements.
Non-GAAP Financial Measures
As used in this Offering Memorandum, a non-GAAP financial measure is one that purports to measure
historical financial performance, financial position or cash flows, but excludes or includes amounts
that would not be so adjusted in the most comparable IFRS measures. From time to time, reference is
made in this Offering Memorandum to such "non-GAAP financial measures", primarily EBITDA, or
(unless otherwise specified) earnings before finance income and finance costs, exceptional items,
taxation, depreciation, amortisation and impairment and share of results of associates and joint
ventures, and net debt, or (unless otherwise specified) non-current borrowings plus current borrowings
minus cash and cash equivalents, current and non-current restricted cash, and investments (short-term
investments and investment (non-current)). The Guarantor's management believes that EBITDA, net
debt and other non-GAAP financial measures provide investors with additional information about the
Guarantor's performance, as well as ability to incur and service debt and make capital expenditures,
and are measures commonly used by investors. For more detailed information concerning EBITDA, see
"Summary -- Summary Consolidated Financial and Operating Data of the Guarantor" and "Selected
Consolidated Financial and Other Information". The non-GAAP financial measures described herein
are not a substitute for IFRS measures of earnings and may not be comparable to similarly titled
measures reported by other companies due to differences in the way these measures are calculated.
Rounding
Certain amounts and percentages included in this Offering Memorandum have been rounded.
Accordingly, in certain instances, the sum of the numbers in a column may not equal the total figure
for that column.
viii

EXCHANGE RATE INFORMATION
The following table sets forth, for the periods indicated, certain information concerning the exchange
rates between Indian rupees and U.S. dollars. The exchange rates reflect the rates as reported by the
RBI.
Period
Period
End(1)
Average(2)
High
Low
Fiscal year ended 31 March 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44.65
45.58
47.57
44.03
Fiscal year ended 31 March 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
51.16
47.95
54.24
43.95
Fiscal year ended 31 March 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
54.39
54.45
57.22
50.56
April 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
54.22
54.38
54.88
53.94
May 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
56.50
55.01
56.50
53.74
June 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
59.70
58.40
60.59
56.42
July 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
61.12
59.78
61.12
58.91
August 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
66.57
63.21
68.36
60.74
September 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
62.78
63.75
67.03
61.75
October 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
61.41
61.62
62.36
61.16
November 2013 (through 22 November) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
63.02
62.70
63.65
61.79
(1) The exchange rate at each period end and the average rate for each period differ from the exchange rates used in the
preparation of the Guarantor's financial statements and financial information.
(2) Represents the average of the exchange rate during the period.
The exchange rate on 22 November 2013 as reported by the RBI was U.S.$1.00 = Rs. 63.02.
Although certain rupee amounts in this Offering Memorandum have been translated into U.S. dollars
for convenience, this does not mean that the rupee amounts referred to could have been, or could be,
converted into U.S. dollars at any particular rate, the rates stated below, or at all. Except as otherwise
stated, Indian rupee amounts for the six months ended 30 September 2013 related to the Guarantor's
profit and loss and cash flows were converted into U.S. dollars at the exchange rate of U.S.$1.00 =
Rs. 59.30 (the average exchange rate for the six months ended 30 September 2013, based on the RBI
Reference Rate), and the Indian rupee amounts for the fiscal year ended 31 March 2013 related to the
Guarantor's profit and loss and cash flows were converted into U.S. dollars at the exchange rate of
U.S.$1.00 = Rs. 54.43 (the average exchange rate for the fiscal year ended 31 March 2013, based on
the RBI Reference Rate). Indian rupee amounts as at 30 September 2013 related to the Guarantor's
assets and liabilities were converted into U.S. dollars at the exchange rate of U.S.$1.00 = Rs. 62.78
(the RBI Reference Rate as at 30 September 2013), while Indian rupee amounts as at 31 March 2013
related to the Guarantor's assets and liabilities were converted into U.S. dollars at the exchange rate of
U.S.$1.00 = Rs. 54.39 (the RBI Reference Rate as at 31 March 2013).
These exchange rates are as published by the RBI and are a widely followed benchmark of foreign
exchange rates in India. For comparison purposes, the exchange rate as set forth in the H.10 statistical
release
of
the
United
States
Federal
Reserve
Board
as
at
30
September
2013
was
U.S.$1.00 = Rs. 62.58.
ix