MORE - GTL Infrastructure

1 MORETURNAROUNDLESSTHE STORY OF GTL INFRA S&14th ANNUAL REPORT 2016-17 TENANTSREVENUEEBITDADEBTOPERATIONALCOSTS CARBONFOOTPRINTLESSMORE Reduced the debt from US$ 2,054 Mn. to US$ 747 Mn. Key operating cost reduced from US$ 57 Mn. to US$ 29 Mn. Reduced CO2 footprint Optimized Capex for improved Uptime50,845 Tenants353 MnRevenueUS$173 MnEBITDAUS$ManagementReviewStatutoryRepo rtsFinancialStatementsCompanyOverviewGTL Infrastructure Limited01 THE STORY OF GTL INFRA sTURNAROUNDThe Indian telecom sector is undergoing a significant transformation due to the rise in data consumption. GTL Infrastructure Limited (GTL Infra) has been an active participant in the shifting fortune of this sector and has been responsibly playing its part in taking it further ahead.

2 While telcos are being impacted by multiple regulatory changes and pricing pressure we have renewed our focus on ensuring stability and margins for our Company, partners and stakeholders. And our efforts have borne fruits over the HAS BEEN LARGELY DUE TO THE ADOPTION OF THE MORE AND LESS APPROACH, THROUGH WHICH WE HAVE FOCUSED ON GROWING OUR REVENUE, IMPLEMENTING COST OPTIMISATIONS, STRENGTHENING OUR RESOURCE BASE AND PROCESSES, AND REDUCING OUR LIABILITIES AND Turnaround Story of GTL InfraAnnual Report 2016 - 1702(In INR)ParameterUnitsFY 2016-17FY 2015-16FY 2014-15FY 2016-17FY 2015-16FY 2014-15 Tower tenancy parametersGIL StandaloneCombined EntityTotal tower countNos10,35710,38610,40427,75927,76427 ,839#Unoccupied tower countNos1,6121,6561,4472,3122,2682,226 Occupied tower countNos8,7458,7308,95725,44725,49625,61 3 Tenants Nos19,71317,49516,31650,84545,19740,261 Avg tenancy per occupied EBITDA` ,4543,8053,23811,2169,9157,801 Growth rate%17%18%20%13%27%5%Major contributors: Net revenue (net of taxes)` ,5219,1288,90622,86021,45519,831 Growth rate%4%2%2%6%8%1% Cost optimisation initiatives.

3 Power, fuel & maintenance charges` ,0311,5372,063 Other operating expenses-security cost` ,624 Total ` ,3151,8962,5253,687 % cost to revenue%5%9%15%8%12%19%Cash flow from operations` ,4344,6213,21012,22612,25210,191 CAPEX ` ,3381,0691,3453,6413,4373,001 Key ratiosTenancy growth%13%7% EBITDA margin%47%42%36%49%46%39%Capex/Sales%14% 12%15%16%16%15%Network uptime delivered (under normal conditions)% impactPost debt conversion*(Combined)Pre debt conversion (Combined)GIL equity share capital` ,520--24,60023,36023,250 CNIL equity share capital` ,050--65,96065,96065,960 Total equity share capital` ,570-----Less: cross holdings` ,160-----^^Net equity capital` ,410-----~Combined secured debt (gross)` ,930--89,74189,81389,595~~Combined secured debt (net)` ,105 - -87,91786,94986,606 Unsecured Debt FCCB` ,483 - -14,41714,60913,569 Total debt` ,588--102,334101,557100,175 Combined secured debt/Normalised ParameterUnitsFY 2016-17FY 2015-16FY 2014-15 Tower revenue parameters Occupied Towers Combined Entity AveragesSharing revenue per tower ` 54,91051,80049,061 Sharing revenue per tenant/month` **27,48229,22131,212##EM revenue per tower/month` 28,98228,14627,492##EM revenue per tenant/month` 17,09217,13917,207 Notes:1.

4 The above results and subsequent discussion refer to GTL Infrastructure Limited as The Company , GTL Infra or GIL and together with its associate Chennai Network Infrastructure Limited (CNIL) as the Combined Entity 2. #The unoccupied towers are on account of cancellations of committed tenancies by certain operators on account of 2G licence cancellations and consequent scale back of services roll out due to realignment of the market, Aircel cancellation of RoFR and certain commitments3. Financials for FY 2014-15 are based on IGAAP and FY 2015-16 and FY 2016-2017 are based on INDAS4. *Post debt conversions part of SDR as on April 13, 20175. ^^ Crore equity shares held by Tower Trust (sole beneficiary as GIL) in CNIL will stand cancelled on amalgamation between CNIL and GIL as per the provisions of the Companies Act, 2013 FINANCIAL SNAPSHOT ManagementReviewStatutoryReportsFinancia lStatementsCompanyOverviewGTL Infrastructure Limited03(In US$)

5 ParameterUnitsFY 2016-17FY 2015-16FY 2014-15FY 2016-17FY 2015-16FY 2014-15 Combined tower tenancy parametersGIL StandaloneCombined EntityTotal tower ,35710,38610,40427,75927,76427,839#Unocc upied tower ,6121,6561,4472,3122,2682,226 Occupied tower ,7458,7308,95725,44725,49625,613 Tenants ,71317,49516,31650,84545,19740,261 Avg tenancy per occupied EBITDA$ Growth rate%17%18%20%13%27%5%Major contributors: Net revenue (net of taxes)$ Growth rate%4%2%2%6%8%1% Cost optimisation initiatives: Power, fuel & maintenance charges$ Other operating expenses- security cost$ Total $ % cost to revenue%5%9%15%8%12%19%Cash flow from operations$ deployed$ ratiosTenancy growth%13%7% EBITDA margin%47%42%36%49%46%39%Capex/Sales%14% 12%15%16%16%15%Network uptime delivered (under normal conditions)% impactPost debt conversion*(Combined)Pre debt conversion (Combined)GIL equity share capital$ equity share capital$ ,451--1,0181,0181,018 Total equity share capital$ ,091--Less.

6 Cross holdings$ ^^Net equity capital$ ,811--~Combined secured debt (gross)$ ,3841,3851,382~~Combined secured debt (net)$ - -1,3561,3411,336 Unsecured Debt FCCB$ - -222225209 Total debt $ ,5791,5671,545 Combined secured debt/Normalised ParameterUnitsFY 2016-17FY 2015-16FY 2014-15 Tower revenue parameters Combined Entity AveragesSharing revenue per tower$847799757 Sharing revenue per tenant/month$424451481##EM revenue per tower/month$447434424##EM revenue per tenant/month$264264265 Note: $ = US$6. ** The sharing revenue per tenant in FY 2016-17 is lower in vis a vis FY 2015-16 on account of settlements entered into with Aircel and site exits by various other operators consequent to change in their respective business plans7.

7 For the purpose of financial analysis, the figures in rupees for the financial results referred to have been converted at a constant rate of ` per US$ as on March 31, 2017 and the same rate has been applied other FY s referred in this statement8. ##Excluding any outsourced arrangements with third parties9. Figures for FY 2014-15 and 2015-16 have been re-grouped/re-classified wherever necessary to make them comparable with that of the FY 2016-17 The Turnaround Story of GTL InfraAnnual Report 2016 - 1704 TOTAL REVENUEIn US$ PERFORMANCE INDICATORSEBITDAIn US$ - estimated1. Please refer to the contents (page 6) for Forward Looking Statement & Network uptime of maintained across portfolio except for sites in difficult & TENANCY RATIONos.

8 / Times50,84555,000FY15FY16FY17FY18E45,197 40, UPTIME% Infrastructure Limited05FY15FY16FY17 POWER,FUEL & MAINTENANCE COSTIn US$ REDUCTIONIn US$ CDRPost CDRPost SDR74715782054 Pre CDRPost CDRPost SDR79158151162432 SECURITY COSTIn US$ COSTIn US$ Turnaround Story of GTL InfraAnnual Report 2016 - 170635+Awards and AccoladesCONTENTS01 The Story of GTL Infra s Turnaround02 Financial Snapshot04 Key Performance Indicators07 Corporate Information08 Introducing GTL Infra10 Our Journey12 High Quality Tower Portfolio13 Awards & Recognitions14 Chairman s Statement18 Board of Directors20 Executive Management Team22 Strategic Priorities24 Management Discussion & Analysis62 Directors Report and Annexure81 Report on Corporate GovernanceCORPORATE OVERVIEWSTATUTORY

9 REPORTSFINANCIAL STATEMENTSF orward-looking statement In this Annual Report, we have disclosed forward-looking information to enable investors to comprehend our prospects and take investment decisions. This report and other statements - written and oral - that we periodically make contain forward-looking statements that set out anticipated results based on the management s plans and assumptions. We have tried, wherever possible, to identify such statements by using words such as anticipate , estimate , expects , projects , intends , plans , believes , and words of similar substance in connection with any discussion of future performance. We cannot guarantee that these forward-looking statements will be realised, although we believe we have been prudent in our assumptions.

10 The achievements of results are subject to risks, uncertainties and even inaccurate assumptions. Should known or unknown risks or uncertainties materialise, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. Readers should keep this in mind. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or information appearing in this section is for combined entity of GTL Infra and Chennai Network Infrastructure Limited unless mentioned MnSubscribers Connected3 BnAssets600 MnRevenueSTANDALONE96 Independent Auditors Report102 Balance Sheet103 Statement of Profit and Loss104 Cash Flow Statement106 Statement of Changes in Equity107 Notes to the Financial StatementsCONSOLIDATED153 Independent Auditors Report158 Consolidated Balance Sheet159 Statement of Consolidated Profit & Loss 160 Consolidated Cash Flow Statement162 Statement of Consolidated Changes in Equity163 Notes to the Consolidated Financial StatementsUS$US$GLOBAL GROUP HIGHLIGHTSM