December 11, 2012 - December 14, 2012

Bharti Infratel IPO Basis of Allotment

Bharti Infratel Limited

The Company was incorporated as 'Bharti Infratel Limited' on November 30,2006, at New Delhi, as a public limited company under the Companies Act, 1956, as amended (the 'Companies Act'). The Company received a certificate of commencement of business on April 10,2007 from the Registrar of Companies, National Capital Territory of Delhi and Haryana ('RoC'). For details of changes in the registered office ofthe Company, please see the section 'History and Certain Corporate Matters' on page 168 of the Prospectus dated December 19,2012 (the 'Prospectus'). Registered Office: Bharti Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase-ll, New Delhi 110 070; Corporate office: Park Centra, Sector-30, Village Silokhara, Gurgaon 122 001; Contact Person: Anupam Garg, Company Secretary and Compliance Officer; Tel: (91 11) 4666 6100; Fax: (91 11) 4166 6137; Email: compliance.officer@bharti-infratel.in; Website: www.bharti-infratel.com

PROMOTER OF THE COMPANY: BHARTI AIRTEL LIMITED

PUBLIC ISSUE OF 188,900,000 EQUITY SHARES OF A FACE VALUE RS.10 EACH OF BHARTI INFRATEL LIMITED (THE 'COMPANY' OR THE 'ISSUER') FOR CASH AT A PRICE OF RS.220* PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF RS.210 PER EQUITY SHARE) FOR QIB BIDDERS (OTHER THAN ANCHOR INVESTORS) AND NON INSTITUTIONAL BIDDERS AND AT A PRICE OF RS.210 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF RS.200 PER EQUITY SHARE) FOR RETAIL INDIVIDUAL BIDDERS, AGGREGATING TO RS.41,727,596,000, CONSISTING OF A FRESH ISSUE OF 146,234,112 EQUITY SHARES AGGREGATING UP TO RS.32,302,794,849 (THE 'FRESH ISSUE') AND AN OFFER FOR SALE OF 42,665,888 EQUITY SHARES BY THE SELLING SHAREHOLDERS (AS DEFINED IN THE SECTION 'DEFINITIONS AND ABBREVIATIONS') AGGREGATING TO RS.9,424,801,151 (THE 'OFFER FOR SALE' AND TOGETHER WITH THE FRESH ISSUE, THE 'ISSUE'). THE ISSUE WILL CONSTITUTE 10% OF THE POST-ISSUE PAID-UP EQUITY SHARE CAPITAL OF THE COMPANY. THE FACE VALUE OF EQUITY SHARES IS RS.10 EACH. THE ISSUE PRICE IS RS.220 PER EQUITY SHARE AND IS 22 TIMES THE FACE VALUE OF THE EQUITY SHARES.
*A discount of Rs.10 to the Issue Price has been offered to Retail Individual Bidders. The Retail Discount does not exceed 5% of the Issue Price. Anchor Investor Issue Price is Rs.230 per Equity Share. Allotment in the Issue was made only in electronic form in multiples of one (1) Equity Share subject to a minimum Allotment of 50 Equity Shares.

Bid/Issue opened on December 11,2012 and Closed on December 14,2012*
*Bid/lssue Closed for QIB Bidders on December 13,2012
*Anchor Investor Bid/Issue period was December 10,2012 The Equity Shares of the Company are proposed to be listed on the BSE Limited ('BSE') and the National Stock Exchange of India Limited
('NSE') and the trading is expected to commence on December 28,2012.

In temns of Rule 19(2) (b)(ii) of the Securities Contracts (Regulation) Rules, 1957, as amended, this was an Issue for atleast 10% of the post-Issue capital of the Company where the post-Issue capital of the Company calculated at the Issue Price (including Anchor Investor Issue Price) is more than Rs.4,000 million. This Issue was made through the Book Building Process, wherein 50% of the Issue was allocated on a proportionate basis to Qualified Institutional Buyers ('QIBs') ('QIB Portion'). Our Company has allocated 30% of the QIB Portion to Anchor Investors, on a discretionary basis (the 'Anchor Investor Portion'), of which one-third was reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Issue Price. Further, 5% of the QIB Portion (excluding Anchor Investor Portion) was available for allocation on a proportionate basis to Mutual Funds only and the remainder of the QIB Portion was available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received from them at or above the Issue Price. Further, not less than 15% ofthe Issue was available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% ofthe Issue was available for allocation to Retail Individual Bidders, in accordance with the SEBI Regulations, subject to valid Bids being received at or above the Issue Price.
The Issue received 57,842 applications for 238,810,800 Equity Shares (including Anchor Investors) resulting in 1.12 times subscription in terms of the number of Equity Shares Bid for post gross collection less cheque returns/unpaid reported before technical rejections (including the Anchor Investor portion).

The details of the applications received in the Issue from Qualified Institutional Buyers, Non-Institutional Bidders, Retail Individual Bidders and Anchor Investors are as under (Before technical rejections, but after cheque returns):

	Category	No. of Applications	No. of Equity Shares	No. of Times Subscription (in terms of amount collected)
A	Retail Individual Bidders	57,646	11,853,250	1.04
B	Non Institutional Bidders	65	8,336,350	1.00
C	Qualified Institutional Bidders (excl Anchor Investors)	97	187,928,700	1.33
D	Anchors	34	30,692,500	1.08
	TOTAL	57,842	238,810,800	1.26

Final Demand
A summary of the final demand as per the BSE and the NSE as on the Bid/Offer Closing date at different bid prices is as under:

Bid Price	No. of Equity Shares	% to Total	Cumulative Total	Cumulative % to total
210	54,022,400	16.71	54,022,400	16.71
211	9,100	0.00	54,031,500	16.71
212	5,600	0.00	54,037,100	16.71
213	1,650	0.00	54,038,750	16.71
214	500	0.00	54,039,250	16.71
215	25,400	0.01	54,064,650	16.72
216	3,150	0.00	54,067,800	16.72
217	1,600	0.00	54,069,400	16.72
218	750	0.00	54,070,150	16.72
219	250	0.00	54,070,400	16.72
220	7,821,600	2.42	61,892,000	19.14
221	1,240,700	0.38	63,132,700	19.53
222	4,250	0.00	63,136,950	19.53
223	800	0.00	63,137,750	19.53
224	300	0.00	63,138,050	19.53
225	37,400	0.01	63,175,450	19.54
226	250	0.00	63,175,700	19.54

Bid Price	No. of Equity Shares	% to Total	Cumulative Total	Cumulative % to total
227	150	0.00	63,175,850	19.54
228	300	0.00	63,176,150	19.54
229	1,200	0.00	63,177,350	19.54
230	113,008,150	34.95	176,185,500	54.49
231	350	0.00	176,185,850	54.49
232	900	0.00	176,186,750	54.49
233	50	0.00	176,186,800	54.49
234	1,050	0.00	176,187,850	54.49
235	12,200	0.00	176,200,050	54.49
236	250	0.00	176,200,300	54.49
237	200	0.00	176,200,500	54.49
238	1,050	0.00	176,201,550	54.49
239	1,500	0.00	176,203,050	54.50
240	137,536,350	42.54	313,739,400	97.03
Cutoff	9,597,450	2.97	323,336,850	100.00
Total	323,336,850	100.00

The Basis of Allotment was finalized in consultation with NSE, being the Designated Stock Exchange on Decernber 21,2012 and was taken on record by the Board of Directors of the Company in their meeting on December 22,2012.

A. Allocation to Retail Individual Bidders (after technical rejection)(Including ASBA Applications)
The Basis of Allotment to the Retail Individual Bidders, who have bid at Cut-off Price or at or above the Issue Price of Rs.210 per Equity Share (The Issue Price is Rs.220 per Equity Share and a discount of Rs.10 to the Issue Price has been offered to Retail Individual Bidders), was finalized in accordance with the SEBI Regulations, in consultation with NSE. This category has been subscribed to the extent of 0.172055 times. The total number of Equity Shares allocated in the Retail Individual Bidder category is 11375400 Equity Shares, allocated to 54850 successful applicants. The category-wise details ofthe Basis of Allotment are as under:

Category (No. of Equity Shares applied for)	No. of applications received	% to total	Total No. of Equity Shares applied	% to total	No. of Equity Shares allocated per applicant	Ratio of allottees to applications	Total No. of Equity Shares allocated
50	25,683	46.82	1,284,150	11.29	50	1:1	1,284,150
100	10,166	18.53	1,016,600	8.94	100	1:1	1,016,600
150	2,094	3.82	314,100	2.76	150	1:1	314,100
200	4,052	7.39	810,400	7.12	200	1:1	810,400
250	1,239	2.26	309,750	2.72	250	1:1	309,750
300	927	1.69	278,100	2.44	300	1:1	278,100
350	291	0.53	101,850	0.90	350	1:1	101,850
400	1,998	3.64	799,200	7.03	400	1:1	799,200
450	1,059	1.93	476,550	4.19	450	1:1	476,550
500	930	1.70	465,000	4.09	500	1:1	465,000

Category (No. of Equity Shares applied for)	No. of applications received	% to total	Total No. of Equity Shares applied	% to total	No. of Equity Shares allocated per applicant	Ratio of allottees to applications	Total No. of Equity Shares allocated
550	88	0.16	48,400	0.43	550	1:1	48,400
600	160	0.29	96,000	0.84	600	1:1	96,000
650	137	0.25	89,050	0.78	650	1:1	89,050
700	93	0.17	65,100	0.57	700	1:1	65,100
750	82	0.15	61,500	0.54	750	1:1	61,500
800	984	1.79	787,200	6.92	800	1:1	787,200
850	2,438	4.44	2,072,300	18.22	850	1:1	2,072,300
900	148	0.27	133,200	1.17	900	1:1	133,200
950	2,281	4.16	2,166,950	19.05	950	1:1	2,166,950
Total	54,850	100	11,375,400	100			11,375,400

B. Allocation to Non Institutional Bidders (aftertechnical rejection) (including ASBAapplications)
The Basis of Allotment to the Non Institutional Bidders, who have bid at or above the Issue price of ? 220 per Equity share was finalized on a proportionate basis in consultation with NSE. This category has been subscribed to the extent of 0.293894 times. The total number of Equity Shares allocated in the Non Institutional bidder category is 8,327,500 Equity Shares, allocated to 61 successful applicants. The category wise details ofthe Basis of Allotment are as under:

Category (No. of Equity Shares applied for)	No. of applications received	% to total	Total No. of Equity Shares applied	% to total	No. of Equity Shares allocated per applicant	Ratio of allottees to applications	Total No. of Equity Shares allocated
850	19	31.15	16,150	0.19	850	1:1	16,150
900	2	3.28	1,800	0.02	900	1:1	1,800
1,000	6	9.84	6,000	0.07	1,000	1:1	6,000
1,200	2	3.28	2,400	0.03	1,200	1:1	2,400
1,250	1	1.64	1,250	0.02	1,250	1:1	1,250
1,500	2	3.28	3,000	0.04	1,500	1:1	3,000
1,650	3	4.92	4,950	0.06	1,650	1:1	4,950
2,050	1	1.64	2,050	0.02	2,050	1:1	2,050
2,100	1	1.64	2,100	0.03	2,100	1:1	2,100
2,550	1	1.64	2,550	0.03	2,550	1:1	2,550
2,700	1	1.64	2,700	0.03	2,700	1:1	2,700
3,300	1	1.64	3,300	0.04	3,300	1:1	3,300
3,750		3.28	7,500	0.09	3,750	1:1	7,500
4,150	1	1.64	4,150	0.05	4,150	1:1	4,150
5,000	1	1.64	5,000	0.06	5,000	1:1	5,000

Category (No. of Equity Shares applied for)	No. of applications received	% to total	Total No. of Equity Shares applied	% to total	No. of Equity Shares allocated per applicant	Ratio of allottees to applications	Total No. of Equity Shares allocated
5,400	1	1.64	5,400	0.06	5,400	1:1	5,400
6,250	2	3.28	12,500	0.15	6,250	1:1	12,500
8,200	1	1.64	8,200	0.10	8200	1:1	8,200
10,400	1	1.64	10,400	0.12	10,400	1:1	10,400
12,500	2	3.28	25,000	0.30	12,500	1:1	25,000
13,500	1	1.64	13,500	0.16	13,500	1:1	13,500
15,200	1	1.64	15,200	0.18	15,200	1:1	15,200
20,000	1	1.64	20,000	0.24	20,000	1:1	20,000
22,000	1	1.64	22,000	0.26	22,000	1:1	22,000
24,650	1	1.64	24,650	0.30	24,650	1:1	24,650
41,650	1	1.64	41,650	0.50	41,650	1:1	41,650
455,000	2	3.28	910,000	10.93	455,000	1:1	910,000
2,608,650	1	1.64	2,608,650	31.33	2,608,650	1:1	2,608,650
4,545,450	1	1.64	4,545,450	54.58	4,545,450	1:1	4,545,45

C Allocation to QIBs (excluding Anchor Investors) (aftertechnical rejections) (including ASBAapplications)
The Basis of Allotment to QIBs who have bid at or above the Issue Price of Rs.220 per Equity Share has been done on a proportionate basis in consultation with NSE. This category has been over subscribed to the extent of 1.3308 times. Out of 7,043,105 Equity Shares (including spill over from the Non-Institutional bidder category and Retail Individual Bidder category) available for Mutual Funds, Mutual Funds were allocated 4,347,800 Equity Shares. The balance Equity Shares (i.e. 2,695,305 Equity Shares) were further spill over to the other QIB category due to insufficient demand in the Mutual Fund category. The total number of Equity Shares allocated in the QIB Category is 140,862,100 Equity Shares which were allocated to 96 successful applicants. The category-wise details of the Basis of Allotment are as under:

QIB Category	Fls/Banks	Flls	MFs	ICs	VCs	Total
Number of Equity Shares	1,217,713	134,372,735	4,347,800	923,852	0	140,862,100

D. Allocation to Anchor Investors
The Company has allocated 28,335,000 Equity Shares to 34 Anchor Investors in consultation with the JGCBRLMs, BRLMs and CBRLMs who have bid atthe Issue Price of Rs.230. This represents 30% of the QIB Portion.

The Refund Orders and allotment advice and /or notices have been dispatched on or around December 24-26,2012 to the address of the investors as registered with the Depositories. Further the instructions to the SCSBs have been dispatched/mailed on December 26,2012. In case the same is not received within ten days, investors may contact the Registrar to the Issue at the address given below. The Refund Orders have been over-printed with the bank account details as registered, if any, with the Depositories. Commencement of Trading: The Equity Shares Allotted to successful applicants have been credited on December 24,2012 to the beneficiary accounts of such applicants, to validation of the account details with the Depositories concerned. The Company is taking steps for completion of the necessary formalities to get the Equity Shares admitted for trading on the BSE and NSE within twelve Working Days from the Bid/Issue Closing Date. The Equity Shares are proposed to be listed on the BSE and NSE and the trading is expected to commence on December 28,2012.

Note: All capitalized terms used and not defined herein shall have the respective meaning assigned to them in the Prospectus.

INVESTORS PLEASE NOTE
The details of the Basis of Allotment made shall be hosted on the website ofthe Registrar to the Issue, Karvy Computershare Private Limited at http://karisma.karvy.com

All future correspondence in this regard may kindly be addressed to the Registrar to the Issue quoting full name of the first/ sole applicant, serial number of the Bid-Cum Application Form, number of Equity Shares bid for, name of the member of the Syndicate and place where the Bid-Cum Application Form was submitted and payment details at the address given below:

Karvy Computershare Private Limited
Plot Nos. 17 - 24, VittalRao Nagar, Madhapur, Hyderabad 500 081
Tel: (91 40)44655000; Fax: (91 40)2343 1551;
Email: einward.ris@karvy.com; Website: http://karisma.karvy.com

Place- Delhi Date: December26,2012	For Bharati Infratel Limited Sd/- Anupam Gatg Company Secretary and Compliance Officer

THE LEVELOF SUBSCRIPTION SHOULD NOT BE TAKEN TO BE INDICATIVE OF EITHER THE MARKET PRICE OF THE EQUITY SHARES ON LISTING OR THE BUSINESS PROSPECTS OF BHARTI INFRATEL LIMITED.
Bharti Infratel Limited has filed the Prospectus with the RoC. The Prospectus is available on the website ofthe SEBI at www.sebi.gov.in as well as on the websites of the JGCBRLMs- DSP Merrill Lynch Limited, J. P. Morgan India Private Limited, Standard Chartered Securities (India) Limited, UBS Securities India Private Limited; BRLMs- Barclays Securities (India) Private Limited, Deutsche Equities India Private Limited, Enam Securities Private Limited, HSBC Securities and Capital Markets (India) Private Limited and Kotak Mahindra Capital Company Limited and CBRLMs - BNP Paribas, DBS Bank Ltd., HDFC Bank Limited and ICICI Securities Limited. Investors should note that investment in equity shares involves a high degree of risk and for details relating to the same, see the section titled 'Risk Factors' of the Prospectus.

Note: The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the 'U.S. Securities Act') and may not be offered or sold within the United or for the account or benefit of, U.S. persons (as defined in Regulation Sunder the U.S. SecuritiesAct ('Regulation S'))except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of theU.S. Securities Act and applicable state securities laws. The Company has not registered and does not intend to register under the U.S. Investment Company Act of 1940, as amended, and related rules and regulations (the 'U.S. Investment Company Act') in reliance upon Section 3(c)(7) there of. Accordingly, the Equity Shares are being offered and sold (i) in the United States only to 'qualified institutional buyers' (as defined in Rule 144A under the U.S. SecuritiesAct ('Rule 144A') and referred to in the Prospectus as 'U.S. QIBs', which, for the avoidance of doubt, does not refer to a category of institutional investors defined under applicable Indian regulations and referred to in the Prospectus as 'QIBs') that are also 'qualified purchasers' ('QPs') (as defined in Section 2(a)(51) ofthe U.S. Investment Company Act and the rules and regulations there under) acting for their own account or for the account of another U.S. QIB that is a QP (and meets the other requirements set forth therein), in reliance on the exemption from registration under the U.S. SecuritiesAct provided by Rule 144A or other available exemption and in reliance upon section 3(c)(7) of the U.S. Investment Company Act and (ii) outside the United Statesto non-U.S. persons in reliance on Regulation S.

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