Hughes Communications India Limited and HCIL Comtel Limited entered into an agreement for sale to acquire VSAT business undertaking from Bharti Airtel Limited (BSE:532454) and Bharti Airtel Services Limited for approximately INR 1 billion on May 6, 2019. Under the terms, Airtel will receive INR 663.2 million from Hughes Communications and BASL will receive INR 334.29 million from HCIL Comtel as a part of the acquisition. The consideration for the transaction shall be as per the valuation report of independent valuer and the transaction shall be carried out through a composite scheme of arrangement. As per the terms, Hughes Communications India Limited shall acquire stake in VSAT business undertaking of Bharti Airtel Limited and HCIL Comtel Limited shall acquire stake in VSAT business undertaking of Bharti Airtel Services Limited. As per the agreement, Hughes Network Systems, LLC, parent of Hughes Communications India Limited, will have majority ownership in the combined entity and Bharti Airtel Limited will have a significant shareholding. As per the transaction, there shall be acquisition of new customers by Hughes Communications India Limited and HCIL Comtel Limited and the combined entity will continue to serve existing customers of Hughes Network Systems and Bharti Airtel Limited. There shall be no changes in the shareholding of management and promoter group of both buyer and sellers as a part of the acquisition. The employees of buyer and sellers shall continue as employees upon the effective date of the transaction. The Directors of buyer and sellers shall continue as Directors after the effective date. Post the completion of the transaction, all the employees of VSAT will be transferred to the buyer. The transaction is subject to the approval of various regulatory/statutory authorities including BSE Limited (Bombay Stock Exchange), National Stock Exchange of India Limited and National Company law Tribunal and is also subject to Approval by Board of Hughes Communications, approval by Board of HCIL Comtel, approval by Board and shareholders of Bharti Airtel and approval by Board of Bharti Airtel Services. The transaction has been unanimously approved by the Board of sellers on May 6, 2019. As on May 24, 2019, the transaction has been approved unanimously by the Board of Hughes Communications. As on June 1, 2019, the transaction has been unanimously approved by the Board of HCIL Comtel. As of July 31, 2020, the shareholders of Bhati Airtel Limited approved the transaction. The transaction shall be effective from the effective date as provided in the composite scheme of arrangement. The meeting for statutory approval will be held on July 31, 2020. As on March 23, 2021, NCLT have approved the scheme

Vinati Kastia, Abhishek Shinde, Bharat Apte, Harsh Kabra and Shantanu Tiwari of AZB & Partners acted as legal advisor to Bharti Airtel Limited and Bharti Airtel Services Limited. VD & Co., Chartered Accountants acted as fairness opinion provider to Bharti Airtel and BASL in the transaction. SPA Capital Advisors Limited acted as fairness opinion provider to Airtel and BASL in the transaction

HCIL Comtel Limited and Hughes Communications India Limited completed the acquisition of VSAT business undertaking from Bharti Airtel Limited (BSE:532454) and Bharti Airtel Services Limited on January 5, 2022. Transaction has received all statutory approvals, including those from the National Company Law Tribunal (NCLT) and Department of Telecom (Government of India) and the joint venture has been formed.