Conversations with Corporate Chieftains – Making Acquisitions Work, Sharing Experiences, Sunil Joshi, President, VSNL

Slide 1: Making Acquisitions Work – Tata Communications Experience NASSCOM 2008 CORPORATE 14 FEB 2008 ©2008 Tata Communications, Ltd. All Rights Reserved

Slide 2: Contents  Put Strategy First  Integrate  Measure Value 2 CORPORATE Confidential & Proprietary

Slide 3: Let Strategy Lead Acquisitions and Not vice-versa VSNL in 2002-03 Strategic Response • End of monopoly in core Voice • Focus on Enterprise Data business services, on the back of • Steep reduction in tariffs  profits international strength decline 90% • Achieve scale in Voice, diversify • Good international infrastructure traffic mix but almost no customer franchise • Enter new markets to capture local opportunities Acquisition Rationale Enhance International Network to supplement own build / consortium capacity  TGN Acquisition Achieve Scale in Wholesale Voice & Reduce India Market dependence  Teleglobe Acquisition 3 CORPORATE Confidential & Proprietary

Slide 4: Integrate, but only what must be… Primary Areas of Synergy Integration Focus • Voice Traffic: inter-company; • Global Voice Business integrated termination rates immediately • Overlapping Roles • Creation of Global Delivery Center • Network / bandwidth utilization • Capacity mapping and migration What we did not integrate* • The Entire Organization • All the Brands • All IT Systems • All HR Practices * During the first 12-18 mos; pursued later 4 CORPORATE Confidential & Proprietary

Slide 5: Measure Value Creation • Business plans are never accurate • No such thing as a “fair value” • Periodic Review: assumptions vs performance • Mid-course corrections • Learning Cycle for the next M&A 5 CORPORATE Confidential & Proprietary

Slide 6: The Tata Communications M&A Experience  Let your Strategy lead you to the M&A, not vice-versa  Integrate, but don’t integrate “everything”  Periodically Measure Value Creation from your M&A 6 CORPORATE Confidential & Proprietary

Slide 7: Thank you CORPORATE ©2008 Tata Communications, Ltd. All Rights Reserved