The net proceeds of this Offering after deducting underwriting and management fees, selling commissions and all other Offering related expenses payable by us is estimated at Rs. 83401515 million. We intend to expand our existing telecommunications business by developing cellular, fixed-line and national long distance networks within India. Bharti Tele-Ventures will invest the net proceeds of the Offering in its subsidiary companies in the form of equity and debt, which in turn will be used by the subsidiaries to fund their expenditure plans. In addition, the net proceeds will also be used to repay a bridge loan assumed by Bharti Cellular, acquire the remaining minority stakes in its subsidiaries, Bharti Mobinet and Bharti Mobile, and for other general corporate purposes.

As a result of this Offering, we also expect to provide greater liquidity to our strategic and financial shareholders and employees holding options to purchase equity shares of the Company under the Bharti Tele-Venture's Employee Stock Option Scheme.

The main objects clause and objects incidental or ancillary to the main objects clause of the Memorandum of Association of the Company enable the Company to undertake its existing activities and the activities for which the funds are being raised through this Offering.

Bharti Tele-Ventures has been promoted by Bharti Telecom. Bharti Telecom was incorporated on July 29, 1985 under the laws of India and is presently engaged in the promotion of telecommunication services through Bharti Tele-Ventures and its subsidiaries.

Bharti Telecom was earlier engaged in the activity of manufacturing electronic push button telephones, telephone answering machines, cordless telephones and marketing activities. With effect from April 1, 2000, these activities were transferred and vested with Bharti Teletech Limited, pursuant to the scheme of arrangement approved by the High Court of Punjab and Haryana on July 21, 2000.

Bharti Telecom was listed on the Delhi, Ludhiana, Kolkata and Mumbai stock exchanges. On November 14, 1996, one of its competitors made a public announcement expressing an intention to acquire 33,80,000 equity shares representing 20% of the paid up capital of Bharti Telecom at a price of Rs. 95 per share. Thereafter, such proposed acquisition was subject to SEBI review under Indian takeover regulations. However, before any specific formal offer was actually made, Bharti Enterprises Private Limited, together with Bharti Global Limited (collectively referred as "Acquirers"), made a public announcement in April, 1998 expressing their intention to acquire 41,45,796 equity shares, representing 24.53% of the paid up capital of Bharti Telecom, at Rs. 95 per share. The letter of offer was issued on May 18, 1998 and the offer closed on June 16, 1998. On September 30 1998, in accordance with SEBI directions, the competitor also made a public offer to acquire shares of Bharti Telecom at Rs.95 per share. In response to this, the Acquirers made a counter offer to acquire the remaining 19,29,933 equity shares, representing 11.42% of paid up capital of Bharti Telecom, at Rs.96 per share. This counter offer has been extended from time to time.

As a result of the above public offers made by the Acquirers, the public shareholding in Bharti Telecom was reduced below 10%. Consequently, in accordance with the provisions of the Indian Takeovers Regulations, Bharti Telecom was delisted by the Mumbai Stock Exchange in October, 1999. This was followed by delisting on the other stock exchanges which consist of the Kolkata, Ludhiana and Delhi stock exchanges with effect from November 1, 1999, January 25, 2000 and March 6, 2000 respectively. The Acquirers have continued to provide the exit opportunity to the shareholders and have given an undertaking to the Mumbai Stock Exchange to continue to provide this exit opportunity until June, 2002.

The shareholding pattern of Bharti Telecom as of December 31, 2001 is as under :

Shareholder Shareholding (in %)

Bharti Enterprises Private Limited 26.84

Bharti Overseas Trading Company 20.90

Pastel Limited (1) 20.04

Indian Continent Investment Limited 28.53

Public 3.37

NRIs 0.32

Total 100.00

(1) Pastel Limited is an investment company of SingTel. It owns 17.7% and 20% in Bharti Tele-Ventures and Bharti Telecom, respectively, prior to the Offering. Pastel Limited has subscribed and paid for US$75 million compulsorily convertible debentures of Bharti Telecom. These, subject to applicable regulations are convertible into 1,884,896 equity shares in the issued capital of Bharti Telecom, or at the option of Pastel, into 68.75 million equity shares of Bharti Tele-Ventures held by Bharti Telecom. If the debentures are converted into shares of Bharti Telecom, Pastel Limited will own 27% shares in Bharti Telecom, which represent an effective 31.63% of the total outstanding equity shares in Bharti Tele-Ventures prior to the Offering and an effective 28.46% after the Offering. However, if Pastel Limited acquires equity shares of Bharti Tele-Ventures from Bharti Telecom, it will own an effective 31.35% of the total outstanding equity shares of Bharti Tele-Ventures prior to the Offering and an effective 28.22% after the Offering.

Bharti Telecom's Board of Directors :

Mr. Sunil Bharti Mittal

Mr. Rajan Bharti Mittal

Mr. Akhil Gupta

Mr. Lim Toon

Mr. Sin Hang Boon

Bharti Telecom is the promoter of Bharti Tele-Ventures and accordingly is deemed to be promoter of its present subsidiaries. There are no loss making ventures of the promoter, Bharti Telecom, other than the subsidiaries of Bharti Tele-Ventures. For financial information and other details of companies promoted, directly or indirectly, by Bharti Tele-Ventures, please gee 'Our History and Corporate Structure'.

Mr. Sunil Bharti Mittal is the promoter of Bharti Telecom.

Mr.Sunil Bharti Mittal, age 44 years, is the Chairman and Managing Director of Bharti Tele-Ventures. He is a graduate from Punjab University and has completed the "Owner / President Management Programme" from Harvard Business School in 1999. He started his career in 1976 by setting up a unit to manufacture bicycle components. In 1986, he entered into a partnership with Siemens to produce telephone equipment. Following the opening up of the Indian telecommunications sector to private sector participation in 1992, Mr. Mittal took advantage of the opportunity and acquired two cellular licenses and one fixed-line license. Bharti Cellular was the first private operator to launch cellular services in Delhi and Bharti Telenet was the first private operator to launch fixed line telecommunications services in Madhya Pradesh.

The chronology of events since 1976 when Mr.Mittal commenced his career is as follows :

Calendar Year & Events

1976-79

- Set up a Small Scale manufacturing unit for bicycle components

1980

- Bharti Overseas Trading Corporation was set up

1984

- Bharti Health care was established

1985

- Bharti Telecom incorporated. Entered into technical tie-up with Siemens AG of Germany for manufacture of electronic push button telephones

1989

- Tied-up with Takacom Corporation, Japan, for manufacture of telephone answering machines

1990

- Tied-up with Lucky Gold Star International Corporation of South Korea for manufacture of cordless telephones

1991

- OEM Contract with Sprint, USA for manufacture and export of telephone sets

1992

- Formed a consortium with SFR-France, Emtel-Mauritius and MSI-UK, to bid for cellular licenses for metropolitan circles under Bharti Cellular

1993

- Awarded ISO 9002 accreditation for manufacturing unit at Gurgaon

1994

- Cellular license for Delhi circle obtained

1995

- Formed Siemens Telecom Limited, a joint venture with Siemens, to market telephone terminals under the SIEMENS and the BEETEL brand names.

- Formed a consortium with Telecom Italia-Italy to bid for cellular and fixed-line services under Bharti Telenet

- Commercial launch of cellular services AirTel by Bharti Cellular in Delhi circle.

- Incorporated Bharti Tele-Ventures

1996

- Telecom Italia, Italy acquired 20% equity interest in Bharti Tele-Ventures

- Launched cellular services in Himachal Pradesh

1997

- British Telecom joined the consortium by acquiring equity interest in Bharti Cellular

- Fixed-line license for Madhya Pradesh obtained

- Bharti Telecom and British Telecom formed a joint venture, Bharti BT, for VSAT services

1998

- First Indian private fixed-line services launched in Indore, Madhya Pradesh on June 4, 1998 by Bharti Telenet

- Bharti Telecom and British Telecom formed a joint venture, Bharti BT Internet, for providing ISP services

- Cellular services launched in Seychelles

- British Telecom consolidated its shareholding in Bharti Cellular and enhanced its equity interest to 44%

1999

- Warburg Pincus, an international private equity investor, invested in Bharti Tele-Ventures

- Acquired a controlling 32.26% effective equity interest in Bharti Mobile (formerly JT Mobiles), the cellular operator in Andhra Pradesh and Karnataka

2000

- New York Life International acquired a 3% equity interest in Bharti Cellular

- Acquired controlling interest of 40.5% in Bharti Mobinet (formerly SkyCell), the cellular services operator in the Chennai circle

- SingTel invested in Bharti Telecom and Bharti Tele-Ventures

- Acquired balance stake of 41.74% in Bharti Mobile taking the stake to 74%

2001

- Entered into joint venture with SingTel for a submarine cable landing station between India and Singapore

- SingTel, Warburg Pincus, AIF, IFC, NYLIF and Seejay Cellular made equity investments, of approximately US$ 481.30 million in Bharti Tele-Ventures and through Bharti Telecom

- Entered into licenses to provide cellular services in eight cellular circles and four fixed-line circles and restored the Punjab cellular license.

- Acquired 100% equity interest of Bharti Mobitel (formerly Spice Cell), the cellular services operator in Kolkata circle

- Acquired 44% equity interest from British Telecom in Bharti Cellular

- Acquired 39.78% and 49% equity interest from British Telecom in Bharti BT and Bharti BT Internet, respectively

- Acquired 15% equity interest of Intel and 85% of Bharti Telecom in Bharti Telespatial

- Acquired additional 49% equity interest of Millicom and Bellsouth in Bharti Mobinet and further increased equity to 89.5%. Our equity interest has further increased to 95.3% due to additional issuances of equity by Bharti Mobinet.

- Acquired three additional ISP licenses

- Bharti Telesonic entered into a license agreement to provide national long distance services across India

- Bharti Telesonic launched national long distance services under the brand name of "IndiaOne"

- Bharti Telenet launched fixed line services in Haryana under the brand name of "TouchTel"

Mr. Sunil Bharti Mittal has, in a short span of time, successfully transformed Bharti Tele-Ventures into a prominent telecommunication services group with a nationwide footprint. Mr. Mittal has built various partnerships over the years with leading corporations like SingTel, Warburg Pincus, British Telecom, Telecom Italia, CGE France (now Vivendi), Casio, Duraline Intel, Emtel, International Finance Corporation, New York Life, Asian Infrastructure Fund (AIF) and AMP, Australia . Mr. Mittal has received the following recognitions:

- Achieved the prestigious distinction of being chosen as "Star of Asia" by international business magazine. Business Week for the year 2001;

- Honoured as "One of the top Entrepreneurs Worldwide" for the year 2000 by Business Week-,

- Adjudged the Entrepreneur of the year 2000 - Information, Communication and Entertainment Sector of India by Ernst & Young, in 2000;

- "IT Ratna of the Millenium" - Wisitex 2000 International Award; and

- Telecom man of the year 1997 from Information Communications World in 1997.

Mr. Sunil Bharti Mittal is the founder, past president and chairman of various telecom industry associations such as Cellular Operators Association of India (COAI), Association of Basic Telecom Operators (ABTO), Telecom Equipment Manufacturers Association of India (TEMA) from 1990 to 1996 and FICCI Telecom Committee. He is a member of the Steering Committee and Executive Committee of FICCI. He is the Co- Chairman of the Indo-US Joint Business Council and is the Honorary Consul of the Republic of Seychelles in India.

Apart from Bharti Telecom and the companies promoted by Bharti Telecom, Mr. Sunil Bharti Mittal has, directly or indirectly, promoted the following companies / firms in India and outside India:

Bharti Enterprises Private Limited

Bharti Overseas Trading Company

Bharti Global Limited

Bharti Telecom Finance Limited

Bharti Healthcare Limited

Bharti Teletech Limited

Bharti Telesoft Limited

Bharti Systel Limited (formerly Siemens Telecom Limited)

Goa Telecommunications & Systems Limited

Bharti Infotrac Limited

Indian Ocean Telecom Limited

Telecom (Seychelles) Limited

Indian Continent Investment Limited

Bharti i2i Limited

Network i2i Limited

Bharti Telecom has not been restrained from accessing the capital markets for any reason by SEBI or any other regulatory authority in India. Bharti Telecom has disassociated from the following ventures in the last three years, by disinvesting to outside parties:

Bharti Duraline Limited. The company, a joint venture between Bharti Telecom Limited and Dura-Line Inc. USA, was established to manufacture and market Silicore, HOPE pipes, ducts, sibducts, accessories for telecommunication cabling. The company was incorporated on August 19, 1996 and commenced commercial production on September 10, 1997.

Dura-Line Corp, USA, as a part of its global strategy with specific focus towards Indian subcontinent, decided to further strengthen its commitment towards Indian telecommunication industry. In line with this strategy it decided to further consolidate its existing holding through Dura-Line International Inc., USA by acquiring the remaining 50% from Bharti Teletech Ltd. in 2001, thereby taking its total equity holding to 100%.

Casio Bharti Mobile Communications Limited. The company, a joint venture between Bharti Telecom Ltd. and Casio Computer Co. Ltd., Japan, was established to manufacture, market and service radio pagers and related parts in India. The company was incorporated on January 26, 1996 and commenced commercial production on July 18, 1996. In July, 1998, Bharti Telecom sold its 40% equity interest to the other shareholder, Casio Computer Co. Ltd., Japan.

Bharti Telecom has no outstanding liability nor has it entered into any non-compete agreement to the above mentioned joint venture partners, in terms of these disassociations. Further, there are no outstanding litigations wherein Bharti Telecom has been named, in respect of the ventures from which it has disassociated itself, during the last three years.