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C M Y K LETTER OF OFFER Dated: April 30, 2007 For Equity Shareholders of the Company only (Incorporated on 5th December, 1952 under the Indian Companies Act, 1913 as Lakme Limited and name changed to Trent Limited with effect from June 15, 1999) Registered Office: Bombay House, 24 Homi Mody Street, Mumbai 400 001, Maharashtra, India Tel. No. + 91-22-6665 8282 Fax No. + 91-22-2204 2081, Contact Person: Mrs. H. R. Wadia, Company Secretary and Compliance Officer, E-mail: [email protected]; Website: www.mywestside.com Corporate Office: Enterprise Center, 2nd Floor, 17/5 C.S.T., Off. Nehru Road, Vile Parle (East), Mumbai - 400 057, Maharashtra, India. Tel. No. +91-22-6676 7575 Fax No. +91-22-2612 7097 FOR PRIVATE CIRCULATION TO THE EQUITY SHAREHOLDERS OF OUR COMPANY ONLY LETTER OF OFFER ISSUE OF 31,52,147 FULLY PAID EQUITY SHARES WITH A FACE VALUE OF RS.10/- EACH AT A PREMIUM OF RS. 490/- PER EQUITY SHARE FOR AN AMOUNT AGGREGATING TO RS. 157,60,73,500 ON RIGHTS BASIS TO THE EXISTING SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF 1 FULLY PAID EQUITY SHARE FOR EVERY 5 EQUITY SHARES HELD BY THE EXISTING SHAREHOLDERS ON THE RECORD DATE, THAT IS ON MAY 15, 2007 GENERAL RISKS Investments in equity and equity related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the Risk Factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of the Issuer and the Issue including the risks involved. The securities have not been recommended or approved by the Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this document. Investors are advised to refer to the section titled "Risk Factors" beginning on page "vi" of this Letter of Offer before making an investment in this Issue. ISSUER'S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Letter of Offer contains all information with regard to the Issuer and the Issue, which is material in the context of this Issue, that the information contained in this Letter of Offer is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Letter of Offer as a whole or any such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The existing Equity Shares of our Company are listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited. Our Company has received in-principle approvals from Bombay Stock Exchange Limited by its letter dated February 19, 2007 and from the National Stock Exchange of India Limited by its letter dated February 28, 2007 granting in- principle approval for listing the securities arising from this Issue. For the purpose of this Issue, the Designated Stock Exchange is Bombay Stock Exchange Limited. LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE DSP Merrill Lynch Limited Intime Spectrum Registry Limited Mafatlal Center, 10th Floor, Nariman Point, Unit: Trent Limited-Rights Issue Mumbai 400 021, India C-13, Pannalal Silk Mills Compound, Tel. : +91- 22- 6632 8000 Bhandup (West), Mumbai 400 078, India Fax. : +91- 22- 2204 8518 Tel.: +91 22 2596 0320; Tel.: +91 22 2596 0328 / 29 Email: [email protected] Email: [email protected] Website: www.dspml.com Website : www.intimespectrum.com Contact Person: Mr. Abhishek Garg / Mr. Ateet Sanghavi Contact Person: Mr. Vishwas Attavar ISSUE PROGRAMME ISSUE OPENS ON LAST DATE FOR REQUEST FOR ISSUE CLOSES ON SPLIT APPLICATION FORMS MAY 29, 2007 JUNE 12, 2007 JUNE 27, 2007 C M Y K TABLE OF CONTENTS Section Page Definitions and Abbreviations ................................................................................................................................... i Presentation of Financial Information and Use of Market Data ........................................................................... iv Forward Looking Statements .................................................................................................................................... v Risk Factors ................................................................................................................................................................ vi Summary ..................................................................................................................................................................... 1 General Information ................................................................................................................................................... 8 Capital Structure ........................................................................................................................................................ 13 Objects of the Issue ................................................................................................................................................... 22 Basis for Issue Price ................................................................................................................................................. 26 Tax Benefits ................................................................................................................................................................ 28 Industry Overview....................................................................................................................................................... 33 Key Industry Regulations and Policies .................................................................................................................... 42 Business Overview .................................................................................................................................................... 44 Subsidiaries ................................................................................................................................................................ 62 Corporate Structure and Management .................................................................................................................... 70 Promoters .................................................................................................................................................................... 78 Financial Information ................................................................................................................................................. 97 Management Discussion and Analysis of Financial Conditions and Results of Operations ............................ 168 Outstanding Litigations and Material Developments ............................................................................................. 174 Other Regulatory and Statutory Disclosures .......................................................................................................... 192 Stock Market Data ..................................................................................................................................................... 198 Government Approvals .............................................................................................................................................. 200 Dividend Policy........................................................................................................................................................... 209 Terms of the Present Issue ....................................................................................................................................... 210 Main Provisions of the Articles of Association of our Company .......................................................................... 228 Material Contracts and Documents for Inspection ................................................................................................. 242 Declaration.................................................................................................................................................................. 243 DEFINITIONS AND ABBREVIATIONS In this Letter of Offer, the terms "we", "us", "our", "our Company" "the Company" or "Trent", unless the context otherwise implies, refer to Trent Limited. All references to "Rs."or "INR" refer to Rupees, the lawful currency of India, "USD" or "US$" refer to the United States Dollar, the lawful currency of the United States of America, references to the singular also refers to the plural and one gender also refers to any other gender, wherever applicable, and the words "Lakh" or "Lac" means "100 thousand" and the word "million" or "mn" means "10 lakh" and the word "crore" means "10 million" or "100 lakhs" and the word "billion" means "1,000 million" or "100 crores". Any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off. AGM Annual General Meeting Articles Articles of Association of our Company Auditors Refers to M/s. N. M. Raiji & Co. unless otherwise specified. Bankers to the Issue HDFC Bank Ltd, Citibank N.A, HSBC Board or Board of Directors Board of Directors of Our Company or a Committee(s) thereof BSE Bombay Stock Exchange Limited CAF Composite Application Form CAGR Compounded Annual Growth Rate Capital or
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