TMI

25 June 2008

EXPANDING THE INDIA PRESENCE

Investor Presentation

Table of Content

TMI

The End-Game TMI Strategy - India Transaction Rationale Valuation Transaction Steps Conclusion

Note: 1) For the purpose of this document exchange rate has been assumed at 1 US$ = INR 42.94 2) All number mentioned in following slides have been calculated assuming 100% response to the Mandatory Open Offer (MGO) by public shareholders of Spice under SEBI rules. Any change in MGO acceptance will result in a change in the actual numbers compared to those presented in this presentation 3) Certain Financial Data provided in this report is based on quarterly releases of individual companies and may be unaudited or preliminary
COMPANY CONFIDENTIAL -1-

The End-Game

TMI

1. TMI to move from being a 39.2% owner in Spice Communications (2 circle operation with ~80 mn population coverage) to being the second largest shareholder in merged Idea+Spice, a leading telecom player in India (13 circle operation, >700 mn population coverage); From a #8 player with 1.6% market share to #5 player with 11% market share^

2. TMI to be 2nd largest shareholder in merged Idea through merger of Spice into Idea, in addition to a outlay of US$ 1,820 mn at an average price per share of INR 136/ share.

3. Completion of a 2-stage entry into India for TMI . Stage 1, regional footprint via Spice. Stage 2, national footprint via Idea. Idea to embark on a national roll-out in the next few years

4. Cash injection of US$ 1,060 mn into Ideas operations, for immediate organic expansion and roll-out on a pan-India basis

A strategic move with the objective of becoming a Pan-India operator in the fastest growing wireless market in the world
Numbers mentioned in this slide are indicative have been calculated assuming 100% response to the MGO. Actual numbers will depend on the response to the MGO and could differ from the numbers presented in this slide. ^ March 08 number Source: COAI, Idea Disclosures
COMPANY CONFIDENTIAL -2-

Spice and Idea A Side-by-Side Comparison

SPICE No. of Operational Circles Population Covered (Mn) No. of Subscribers (Mn) March 2008 No. of Employees Revenues (USD Mn) EBITDA (USD Mn) Total Balance Sheet Size (USD Mn) Net Block (incl Capital WIP) (USD Mn) Net Debt (USD Mn) 2 ~80 4.21 1,000 223 52 635 411 274 IDEA 11 ~640 24.00 6,107 1,569 528 2,686 2,496 632

TMI
COMBINED ** 13 ~720 28.21 7,107 1,792 580 3,321 2907 906

Spice Financials are for FY ended December 2007, while Idea Financials are for FY ended March 2008

Spice has 7.8 MHz in Punjab and 6.2 MHz in Karnataka in the 900 MHz band. Idea has spectrum in 7 circles in the 900 MHz band and in 4 circles in the 1800 MHz band
Note: Spice employee number is an estimate Idea Net Debt calculated after accounting for US$ 640 mn received from Providence for Indus / Bihar stake, excluding impact of proposed preferential offer Certain Financial Data presented on this slide is extracted from quarterly releases of companies and may be unaudited or preliminary ** The combined column is give for illustrative purposes doesnt really reflect the simple addition of key derivatives in post merger entity Source: Company Disclosures
COMPANY CONFIDENTIAL -3-

Table of Content

TMI

The End-Game TMI Strategy - India Transaction Rationale Valuation Transaction Steps Conclusion

COMPANY CONFIDENTIAL

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TMI Strategy in India

TMI
enormous potential

Participate in the fastest expanding telecom market in the world with low penetration and

STAGE 1

STAGE 2
Accelerate participation in India with an expanded national footprint via inorganic or organic growth National roll-out in the next couple of years

Entry into Indias growth market with a regional footprint via Spice.

India a key component of TMIs aspiration to become a regional mobile champion

COMPANY CONFIDENTIAL

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Table of Content

TMI

The End-Game TMI Strategy - India Transaction Rationale Valuation Transaction Steps Conclusion

COMPANY CONFIDENTIAL

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Summary: Rational for the Transaction

Rationale #1 India is a must given significant growth potential

TMI

Rationale #2 Accelerate Participation in growth through consolidation/ inorganic means; Timing is crucial

Rationale #3 Idea and Spice is the ideal combination

Rationale #4 Merger of Idea & Spice brings additional benefits to both parties

Rationale #5 Meets the Investment Criteria

COMPANY CONFIDENTIAL

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Rationale #1 India is a must given significant potential

India continues to grow rapidly and stands out vis--vis regional peers
TELECOM SUBSCRIBER GROWTH DRIVEN BY WIRELESS
Subs. in mn

TMI
Fastest growing market in the world

EST WIRELESS SUBS GROWTH (DEC 06 -DEC07)*

60% 50% 40% 30% 56% 34% 10% Thailand 11% Malaysia 16% China 1% Taiwan India 6% Korea 15% 6% Philippines Singapore Indonesia
-8-

350 300 250 200 150 100 50 0 0 15 1 18 1 22

~7 - 8 mn net adds per month

256 162 2 27 4 33 7 38 14 41 35 41 55 43 96 43 44 43

20% 10% 0%

1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 W ireline W ireless

KEY DRIVER IMPROVING ECONOMICS

Per minute call charges (INR)

80 70 60 50 40 30 20 10 0

Low price & low cost operations leading to rapid growth in a country with a population of >1 bn
16.8 3.1 Local

75.0

% -91

40.8

-9 4

30.0

%
9.8

-9

2%
6.4

1.0

2.4 National Long Distance 1997

International Long Distance 2002 2007

*Based on TRAI estimates, wireless subscriber growth number for India is actual Source: TRAI, DoT, COAI, AUSPI
COMPANY CONFIDENTIAL

Rationale #1 India is a must given significant potential

EST WIRELESS PENETRATION (DEC 2007) Low Penetration
120% 100% 80% 60% 40% 20% 0% Philippines Malaysia Singapore Indonesia Thailand Taiwan India Korea China 86% 40% 96% 86% 55% 20% 60% 37%
200 100 0 End 2007 DoT Target - Dec 2010*

TMI
663

...With low penetration and improving economics, growth expectations remain strong
EXTRAPOLATION OF THE GROWTH
Mn subs

270 mn in 3 years
500

700 600 500

110%

400 300 230

Est Dec 2012^

Strong growth opportunity both DoT and TRAI expect the industry to grow at >25% CAGR Estimated Headroom of approx 200 - 300 by 2010 and 350 - 450 mn by 2012 Headroom for growth in India from 2007 to 2012 is equivalent to the total expected growth of current TMI footprint and practically the whole of TMIs target region (excl India)

*Target set by the Government of India ^ Estimate by Ovum Source: TRAI, DoT, Ovum
COMPANY CONFIDENTIAL -9-

Rationale #2 Accelerate Participation in the growth through consolidation / inorganic means

Essential to capture the growth early
EXTRAPOLATION OF THE GROWTH
Mn subs CAGR 05-07: 68% CAGR 07-10: 30% CAGR 10-12: 15%

TMI

700 600 500 400 300 200 100 0 Dec-05 Dec-06 Dec-07 DoT Target Dec 2010* 146 81 230 500

663

A potential slow down as mobile penetration in the mid 50% range^

Est Dec 2012^

*Target set by the Government of India ^ Estimate by Ovum

By the end of 2012, penetration levels will be in the 55%^ range market expansions to slow down Conclusion: The India Opportunity is now and any delay would reduce ability to capitalize on rapid growth
Source: TRAI, DoT, Ovum, COAI, AUSPI
COMPANY CONFIDENTIAL -10-

Rationale #2 Accelerate Participation in the growth through consolidation / inorganic means (contd.)
Spice has performed reasonable well
SPICE QUARTERLY REVENUES (US$ MN)
80 70 60 50 40 30 20 10 0 50.3 54.5
US$ mn

TMI

SPICE MARKET SHARE

69.8

25% 20% 15% 10% 5% 0%

23%

23%

22%

58.7

59.5

7%

9%

10%

Qtr ended Mar-07

Jun-07

Sep-07

Dec-07

'Mar-08

Punjab Circle Mar-07

Karnataka Circle Sep-07 Mar-08

Sales and Service Revenues

SPICE QUARTERLY EBITDA & PAT (US$ MN)

US$ mn
25 20 15 10 5 0 -5 -10 -15 Mar-07 (3.4) Jun-07 Sep-07 (1.3) Dec-07 (9.2) 'Mar-08 (8.5) 0% 0.1 22% 11 21% 11 25% 15 25% 15 30% 19 27% 25% 20% 15% 10% 5%

Spice revenues have grown at an average of 8.5% (q-o-q) from March 2007 Spice EBITDA margins have been expanding over the past few quarters Spice had also retained its market share and position in Punjab and has been able to expand market share in Karnataka

Operating EBITDA

PAT*

% EBITDA Margin

Source: Investor Presentations of Spice Note: Certain Financial Data presented on this slide is from the quarterly releases of Spice and may be unaudited or preliminary *Including Other Income but excluding Profit on sale of passive infrastructure
COMPANY CONFIDENTIAL -11-

Rationale #2 Accelerate Participation in the growth through consolidation / inorganic means (contd.)
but still subscale as a regional player and would need 3 to 5 years to rollout nationally
SPICE MARKET PRESENCE PAN-INDIA MARKET SHARE (MAR 2008)
Spice 2% MTNL/BSNL 15% Others 5% Bharti Airtel 24%

TMI

Tata Indicom 10% Idea 9% Reliance 18% Vodafone 17%

However, Spice continues to be a 2 circle regional player Marginal national market share Currently owns 4 additional licenses 1 to 2 years to rollout (including spectrum availability); and additional 1 3 years for Pan-India rollout.
Spice Existing Operations (2)

Within the rollout period, would lose significant opportunity to capitalize on the market growth.

Note: The above is a circle wise map of India displaying telecom circles. The political state boundaries may be different Source: TRAI, COAI, AUSPI, Spice Disclosures
COMPANY CONFIDENTIAL -12-

Rationale #2 Accelerate Participation in the growth through consolidation / inorganic means (contd.)

TMI

at the same time, bigger players with economies of scale are entering Spices existing circles and entering / strengthening positions in other circles; new players would increase competitive intensity
India currently has 12 wireless service providers and the number is expected to expand to at least 17 Fragmentation of scarce 2G spectrum an industry challenge Small new entrants would have limited economies of scale and would find it difficult to compete with established national players with strong execution capabilities

Consolidation imminent TMI to lead market consolidation in India

Source: TRAI, DoT, News Reports

COMPANY CONFIDENTIAL -13-

Rationale #3 Idea and Spice is the ideal combination

TMI

Idea gives us a near Pan India presence (70% of the population coverage), and provides ability to compete with larger players who enjoy benefits on capex and PAN INDIA PRESENCE operational fronts (network efficiencies, tariff pricing, national marketing etc). Idea already has licenses for all remaining circles National Rollout in the pipeline Infusion of US$ 1,060 mn by TMI primarily aimed at providing funding support to national roll out aspiration. Combination of Spice & Idea would have a presence in 13 circles covering ~70% of the Indian population, with no operational overlaps of existing circles

NO OVERLAP

# 5 NATIONAL PLAYER FROM # 6 AND # 8 RESPECTIVELY

The combined entity would be the 5th largest operator in India (by subscribers, based on Mar 08 numbers) with 28.2 mn subscribers

IDEA AS A SOLID PARTNER

Idea is a company with strong fundamentals supported by the respected Birla Group in India

Note: Idea infusion amount mentioned in this slide is indicative and has been calculated assuming 100% response to the MGO. Actual numbers will depend on the response to the MGO and could differ from the numbers presented in this slide Source: COAI, AUSPI, Idea Disclosures
COMPANY CONFIDENTIAL -14-

Rationale #3 - Idea and Spice is the ideal combination (contd.)

Existing Landscape Indian wireless market
TOTAL WIRELESS MARKET - 256 Mn SUBSCRIBERS DOMINATED BY FEW LARGE PLAYERS
MTNL/BSNL
GSM services in all 23 circles Presence in NLD/ILD, fixed line, broadband Largest pan India play, Singtel significant shareholder

TMI

BHARTI AIRTEL 61.98 mn (24.2%)

39.5 mn (15.4%)

Government owned, provides GSM/CDMA services in all 23 circles Aggressively targeted the existing semiurban/ rural base

Second largest player with pan-India CDMA presence, GSM in 8 circles Presence in NLD/ILD, broadband, enterprise services Recently obtained pan India GSM license

RELIANCE COMM 45.5 mn (17.8%)

TATA TELESERVICES AND TTML 24.3 mn (9.5%)

TATA Groups flagship telecom company CDMA player with nationwide presence Recently obtained pan India GSM license

GSM services in 16 circles Aims to increase its market share to 2025% by 2012

VODAFONE 44.1 mn (17.2%)

IDEA 24.0 mn (9.4%)

AVB Groups flagship telecom company GSM services in 11 circles and holds licenses for remaining circles

TM International and Modi Group venture 2 circle operation Among leading players in Punjab circle

SPICE 4.2 mn (1.6%)

OTHERS 12.3 mn (4.8%)

OTHER PLAYERS Aircel part of Maxis consortium BPL Essar group, 1 circle (Mumbai) HFCL and Shyam 1 circle each

Source: AUSPI, COAI

Subscribers as of March 2008

COMPANY CONFIDENTIAL -15-

Rationale #3 Idea and Spice is the ideal combination (contd.)

CURRENT DEAL EXPANDS COVERAGE SIGNIFICANTLY WITH NO OVERLAPS

TMI

The combined entity would have operations in 13 circles (>700 mn population covered) with licenses in the rest
NORTH EAST & ASSAM CIRCLES

No overlap between existing operational Spice & Idea circles Idea to roll-out in the remaining circles and be a panIndia operator in next few years
Current Idea Maharashtra Gujarat Andhra Pradesh Madhya Pradesh Delhi Haryana Kerala Uttar Pradesh (W) Rajasthan Uttar Pradesh (E) HP Current Spice Karnataka Punjab Market Share 23.6% 15.6% 16.0% 25.5% 11.7% 15.6% 24.2% 20.2% 6.2% 6.1% 3.4% Market Share 9.8% 22.1% Rank 1 3 3 1 5 4 1 2 6 6 6 Rank 5 2

Spice Existing Operations (2) Idea Existing Operations (11) Idea Launch Expected in FY09 (4) Other States with Idea Licenses (6)

Note: The above is a circle wise map of India displaying telecom circles. The political state boundaries may be different Source: COAI, AUSPI, Idea Disclosures
COMPANY CONFIDENTIAL -16-

Rationale #3 Idea and Spice is the ideal combination (contd.)

TMI

Idea is a strong partner with excellent performances, part of a reputed group with good corporate governance

Idea is the telecom arm of the AV Birla Group, one of the largest and most respected business houses in India

Idea has been one of the strongest performers in terms of subscriber growth in the past couple of years

The Birla group has strong financial ability and is capable of funding future growth and managing the local environment

COMPANY CONFIDENTIAL

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Rationale #3 Idea and Spice is the ideal combination (contd.)

Strong Partner - Aditya Birla Group
A conglomerate with ~US$ 28 billion in sales with a market capitalization of more than US$ 30 billion

TMI

Employs more than 100,000 employees and has operations in 20 countries worldwide

Group companies are market leaders in respective sectors in India and in the world

Hindalco / Novelis is the largest aluminum rolling company in the world

7

CURRENT M CAP KEY COMPANIES

US$ bn

6.6 4.6 2.9 1.7 4.6

Grasim is a global leader in viscose staple fibre Grasim / Ultratech is the 11th largest cement producer globally Birla Group is the 4th largest carbon black manufacturer globally Madura Garments in Indias leading apparel and branded garments company
Source: AV Birla website

6 5 4 3 2 1 0 Hindalco Aditya Birla Nuvo Grasim Idea Ultratech M Cap

Source: Bloomberg, 20th June 2008

COMPANY CONFIDENTIAL -18-

Rationale #3 Idea and Spice is the ideal combination (contd.)

Idea A national player with plans to become a Pan-India operator

TMI

Indias 6th largest wireless operator with 24 mn subscribers (9.4% share of the wireless market)^ Operates in 11 telecom circles - launched commercial operations in 3 circles in Sep-Nov 2006 Rapid expansion plans Has already procured Licenses for the remaining circles Launch planned in Mumbai & Bihar in Jul-Sep 2008 and in Tamil Nadu & Chennai tentatively in the 4th quarter of CY2008 With these 15 circles Idea will cover approximately three fourths of the Indian wireless market 12.8% effective stake in Indus Towers a joint venture with Bharti & Vodafone, pooling together 70,000 towers

^Based on March 2008 subscriber numbers Source: COAI, AUSPI, Idea Disclosures
COMPANY CONFIDENTIAL -19-

Rationale #3 Idea and Spice is the ideal combination (contd.)

Idea has a strong operational track record
TOTAL SUBSCRIBERS (MN)
30 25 21.1 20 15 10 5 0 'Dec-06 Mar-07 Jun-07 Sep-07 Dec-07 Mar-08 12.4 14.0 18.7 16.1 24.0

TMI
9.4%

PAN INDIA MARKET SHARE

9.6% 9.4% 9.2% 9.0% 8.8% 8.6% 8.4% 8.2% 8.0% 'Dec-06 Mar-07 Jun-07 Sep-07 Dec-07 Mar-08 8.5% 8.6% 8.9% 9.1% 9.2%

ARPU (US$)
8 7 6 5 4 3 2 1 0 Q3 FY 07 Q4 FY 07 Q1 FY 08 Q2 FY 08 Q3 FY 08 Q4 FY 08 7.5 7.4 7.5 6.7 6.5 6.7

MOU (PER MONTH/SUBSCRIBER)

400 350 300 250 200 150 100 50 0 Q3 FY 07 Q4 FY 07 Q1 FY 08 Q2 FY 08 Q3 FY 08 Q4 FY 08 369 387 381 360 377 411

Source: Idea Disclosures

COMPANY CONFIDENTIAL -20-

Rationale #3 Idea and Spice is the ideal combination (contd.)

with faster growth compared to the industry

TMI

In FY2007-08, Ideas subscriber base grew 71% (wireless industry subscriber growth 58%) Entry into new circles positions Idea well for rapid growth going forward

IDEA CELLULARGROWING FASTER THAN THE INDIAN WIRELESS INDUSTRY

STRONG SUBSCRIBER GROWTH

30 Mn subscribers 25 20 15 10 5 0 3.7 Mar-04 14.0 5.1 Mar-05 7.4 Mar-06 Mar-07 Mar-08 24.0

CAGR: 59%

In Dec 2007 Idea, Bharti and Vodafone merged their existing passive infrastructure assets in 16 circles in India - Indus Towers

OPPORTUNITY TO LEVERAGE PASSIVE INFRASTRUTURE RESOURCES

Around 70,000 sites at inception, rollout in the 16 circles planned Idea owns 12.8% effective stake in Indus (Vodafone and Bharti own 42% each) Potential upside through presence in the attractive India tower industry Large cell site requirements in India, exacerbated by spectrum limitations 3G, WiMax and Mobile TV and data services roll-out Entry of new operators and circle expansion of existing operators

Source: Idea Disclosures, COAI, AUSPI, TRAI, News Articles

COMPANY CONFIDENTIAL -21-

Rationale #3 Idea and Spice is the ideal combination (contd.)

leading to excellent financial results and good position for the future
IDEA ANNUAL REVENUES (US$ MN)
US$ mn

TMI
528.5 40% 33.7% 35%

IDEA ANNUAL EBITDA & MARGINS (US$ MN & %)

US$ mn

1800.0 1600.0 1400.0 1200.0 1000.0 800.0 600.0 400.0 200.0 0.0

CAGR: 50%

1569.0

600 500

36.5% 33.9%

1021.7 696.3

400 300 200 100 0 254.3

346.1

30% 25% 20% 15% 10%

FY2006

FY2007

FY2008 Gross Revenues

FY2006

FY2007

FY2008 EBITDA Margin

IDEA PAT & MARGINS (US$ MN & %)

US$ mn

300 250 11.4% 200 150 100 49 50 0 FY2006 FY2007 FY2008 PAT 7.1% 117 243

18% 15.5% 16% 14% 12% 10% 8% 6% 4% 2% 0%

Strong revenue growth Robust EBITDA margins and excellent PAT growth

Margin

Source: Idea Financial Releases

Note: Certain Financial Data provided on this slide is based on quarterly releases of Idea and may be unaudited or preliminary
COMPANY CONFIDENTIAL -22-

Rationale #4: Merger of Idea & Spice brings additional benefits to both parties

TMI

Merged entity will have a greater ability to garner marketshare; with a larger subscriber base, the merged entity can provide better on-net deals to subscribers, lower inter-connect expenses, BENEFITS TO TMI better roaming plans (international with TMI), discounted IDD traffic etc will result in enhanced ability to compete with the leader and relatively faster topline growth TMI will have access to first hand experience in new emerging business models viz. PAYG, managed services, active/passive infrastructure sharing, hostel VAS etc Economies of scale and better bargaining ability with suppliers for expansion capex

A Business co-operation Forum to be formed to facilitate synergies and knowledge sharing

Fresh capital infusion into Idea of US$ 1060 mn (net of MCorp purchase), to finance the BENEFITS TO IDEA expansion of footprint to a India-wide level Ability to leverage TMIs regional experience especially in more matured markets & expertise in 3G businesses as India moves into the next technology wave Opens up opportunities for synergy initiatives and provides ability to share best practices with TMI Group including roaming, procurement, product/ services (eg m-remittance, etc)
Note: Idea infusion amount mentioned in this slide is indicative and has been calculated assuming 100% response to the MGO. Actual numbers will depend on the response to the MGO and could differ from the numbers presented in this slide
COMPANY CONFIDENTIAL -23-

Rationale #5 - Meets the Investment Criteria

March 2008 and has exhibited sustained operational profitability over the recent past

TMI

Idea is a profit making company with a PAT of INR10,423 mn (USD 243 Mn) in the year ending

If TMI were to pursue the roll-out plan in Spice, substantial capital infusion required would be earnings dilutive for the next a 4-5 years Combination is expected to become earnings accretive (post financing costs) in the first full year of operations By 2012, the combination could yield 15-18% of TMIs consolidated profits (based on existing portfolio), with the proportion increasing going forward Investment carries a Project IRR in the range of mid to high teens over a 5 year time horizon Investment provides immediate cash injection into Ideas operations to accelerate rollout

Note: Certain Financial Data provided on this slide is based on quarterly releases of Idea and may be unaudited or preliminary

COMPANY CONFIDENTIAL

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Table of Content

TMI

The End-Game TMI Strategy - India Transaction Rationale Valuation Transaction Steps Conclusion

COMPANY CONFIDENTIAL

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Financial Justification and Analysis The Implications

All numbers in US$ mn , unless otherwise specified Outlays for TMI (US$ mn) Implied Enterprise Value of Merged Entity Consensus EBITDA Estimates - Consolidated (FY2009E ended March 2009) Idea EBITDA Spice EBITDA EBITDA of Merged Entity EV/09E EBITDA - based on Consensus Estimates
Note: Spice EBITDA estimates are available for FY ending December. Converted to March year ending on a proportionate basis Above analysis is based on Blended Cost of acquisition Including Cost of original Spice purchase for US$ 179 mn EV Calculation includes impact of recent Idea-Providence deal and impact of preferential issue of shares Source for Consensus Estimates: Bloomberg Numbers mentioned in this slide have been calculated assuming 100% response to the MGO. Actual numbers will depend on the response to the MGO and could differ from the numbers presented in this slide

TMI
1,820 10,293

735 88 824 12.5x

COMPANY CONFIDENTIAL

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Pricing and Valuation Justification

TMI

The average cost of acquisition of shares in Idea for TMI, on a blended basis, is INR 136 per share, which is a 37.2% premium to Ideas last traded price^ and a 29.9% premium to 3 month average price However target prices ascribed by research analysts to Idea are up to INR 175 per share, with an average of INR 140 per share Idea is acquiring the Modi Group stake in Spice at INR 77.30 per Spice share (additionally a non-compete premium will also be paid) INR 77.30 is effectively a 42.2% premium to last traded price^ of Spice (INR 54.35 per share) and at 74.4% premium to 3 month average closing price of Spice Comparison with peers is set out in the next slide Based on the following comparison the value offered for the stake purchase appears to be in line with market benchmarks
Note: Blended cost of acquisition involves inclusion of value of original Spice stake at purchase price ^ Closing price as of 24 June 2008 on BSE Source for Stock Prices: BSE Website
COMPANY CONFIDENTIAL -27-

Pricing and Valuation Justification

EV/09E Consensus EBITDA TRADING MULTIPLES
EV / EBITDA 14 12.5
12 10 8 6 4 2 0 Current Transaction Reliance Communications Bharti Airtel 10.9 10.7

TMI
EV/EBITDA 1 YR FORWARD TRANSACTION MULTIPLES
EV / EBITDA 16 14 12.5 12 10 8 6 4 2 0 Current Transaction
14.8 11.8 8.5

Hutch-Hutch Essar*

Providence-Idea*

AV Birla Grp Idea^

Peer comparables calculated based on 3 month average share price

EV/SUBSCRIBER (TRADING MULTIPLES)

EV / Sub (US$)
450 400 350 300 250 200 Current Transaction Reliance Communications Bharti Airtel 365 437 427

EV/SUBSCRIBER (BASED ON TRANSACTION MULTIPLES)

EV / Sub (US$)
900 800 700 600 500 400 300 200 100 0 770 532 365 322 371 410

Current Hutch-Hutch ProvidenceAV Birla VodafoneTransaction Essar* Idea* Group-Idea^ Hutch^

MaxisAircel^

Based on March Subscriber Numbers, 3 month average share price

*Non Control Transactions, ^Control Transactions

Based on comparison with peers, the valuation offered appears fair

Note: 1) Numbers mentioned in this slide have been calculated assuming 100% response to the MGO. Actual numbers will depend on the response to the MGO 2) Transaction multiples for Idea and HTIL are calculated based on actual 1 year forward numbers as reported in their disclosures 3) For the calculation of EV/Subscriber, EV of Bharti and Reliance reduced to account for other businesses Source: Bloomberg, Mergermarket, Individual Company releases, Idea prospectus
COMPANY CONFIDENTIAL -28-

Table of Content

TMI

The End-Game TMI Strategy - India Transaction Rationale Valuation Transaction Steps Conclusion

COMPANY CONFIDENTIAL

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Transaction Flow
Preferential Issue of shares in Idea to TMI for 14.99% stake (pre merger, pre ESOP dilution stake)

TMI

Acquisition of Modi Group stake in Spice by Idea. participation in the MGO in Spice as a person acting in concert, by TMI and Greenacres Agro (a Birla Group Affliante)

Merger of Spice into Idea 49 shares of Idea to be given for every 100 shares of Spice held by Spice shareholders

Ability to Equity Account Option for purchase of Greenacres stake in Idea (corresponding to Spice shares acquired by Greenacres in MGO) by TMI
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COMPANY CONFIDENTIAL

Transaction Steps with Idea

Preferential Offer Total Outlay for TMI (US$ mn) No of Shares issued / purchased by TMI in Idea Cumulative % Stake of TMI in Idea (fully diluted)
Days from Signing of SPA

TMI
AGGREGATE Buyout of MCorp by Idea & MGO 121.7 14.90%
Completion: Day 105

Merger of Spice into Idea 165.7 19.00%

Completion: 6-9 mths

1698.8 464.7 14.90%

Day 45

1820.5 630.4 19.00%

Ability to Equity Account

TMI participation in MGO dependant upon regulatory limits

TMI to get one board seat in Idea, and participation in Management Committee
Note: 1. Numbers mentioned in this slide have been calculated assuming 100% response to the MGO. Actual numbers will depend on the response to the MGO and could differ from the numbers presented in this slide

COMPANY CONFIDENTIAL

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Rights to TMI

TMI

TMI to get one board seat on the Idea Board of Directors

TMI to get representation on a Management Committee in Idea

Anti-dilution rights provided to TMI i.e. in all future issuances, TMI entitled to participate proportionately to maintain its equity stake

Representation and participation in a Business Co-operation Forum with Idea to facilitate knowledge sharing and strategic business input

COMPANY CONFIDENTIAL

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Table of Content

TMI

The End-Game TMI Strategy - India Transaction Rationale Valuation Transaction Steps Conclusion

COMPANY CONFIDENTIAL

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Conclusion
The Combination has the potential to become one of the top 3 - 4 players in the wireless telecom market in India, one of the largest markets in the world The best option for faster and most economical India-wide presence to capture window of growth opportunity now and position against bigger players and new entrants Strategic, value accretive transaction for TMI, furthers TMIs interest in the fastest growing wireless telecom market in the world

TMI

A unique proposition of both accelerated growth potential and earnings accretive in the first full year of operations with lower execution risks

COMPANY CONFIDENTIAL

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TMI

THANK YOU
www.tmigroup.com

COMPANY CONFIDENTIAL

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