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 Limited with effect from June 15, 1999) Registered Office: , 24 Homi Mody Street, 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 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 Share Capital Capital of our Company CD Convertible Debenture CDSL Central Depository Services (India) Limited DP Designated Stock Exchange Bombay Stock Exchange Limited Equity Share(s) or Share(s) Equity Shares of our Company which are listed on BSE and NSE EPS Earning Per Share Equity Shareholders Investors holding the Equity Shares of our Company FEMA Foreign Exchange Management Act, 1999 FII(s) Foreign Institutional Investors registered with SEBI under applicable laws Fiscal/FY Financial Year ending March 31 GoI Government of India Investor (s) Means the holder(s) of the equity shares of our Company as on the Record Date i.e. May 15, 2007 and Renouncees Issue Closing Date June 27, 2007 Issue Opening Date May 29, 2007 Issue Price Rs. 500 IT Act The Income-tax Act, 1961 and amendments thereto Lead Manager DSP Merrill Lynch Limited Offer Document Letter of Offer Letter of Offer Letter of Offer circulated to the Shareholders of Our Company

i TRENT LIMITED

Memorandum Memorandum of Association of our Company MoU Memorandum of Understanding NAV Net Asset Value NR Non Resident NRI(s) Non Resident Indian(s) NSE National Stock Exchange of India Limited NSDL National Securities Depository Limited OCB(s) Overseas Corporate Body(ies) Promoter Limited Promoter Group Promoter Group shall include, Tata Investment Corporation Limited, Af-Taab Investments Company Ltd, Questar Investments Limited and Fiora Services Limited RBI The Record Date May 15, 2007 Registrar to the Issue or Registrar Intime Spectrum Registry Limited Registrar and Transfer Agent TSR Limited Renouncees The persons who have acquired Rights Entitlements from Equity Shareholders. RoC Registrar of Companies Rights Entitlement The number of securities that a shareholder is entitled to in proportion to his/ her existing shareholding in our Company Rights Issue The issue of Equity Shares on rights basis based on terms of this Letter of Offer SEBI Securities and Exchange Board of India SEBI Act, 1992 Securities and Exchange Board of India Act, 1992 and amendments thereto. SEBI DIP Guidelines The Guidelines for Disclosure and Investor Protection issued by SEBI on January 19, 2000 read with amendments issued thereafter from time to time till the date of filing of this Letter of Offer with SEBI. Takeover Code The SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 as amended to date. The Act The Companies Act, 1956 and amendments thereto from time to time. The Offer or The Issue 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. 1,57,60,73,500 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, i.e. on May 15, 2007. Trent Limited or the Company or our Trent Limited, a company incorporated on 5th December, 1952, under the Company or the Issuer Indian Companies Act, 1913

ii NO OFFER IN UNITED STATES The Rights Entitlement and Equity shares of the Company have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or any U.S. State Securities laws and may not be offered, sold, resold or otherwise transferred within United States or to, or for the account or benefit of,"U.S. Persons" (as defined in Regulation S under the Securities Act), except in a transaction exempt from registration requirements of the Securities Act. The Rights Entitlement referred to in this Letter of Offer are being offered in India but not in the United States of America. The offering to which this Letter of Offer relates is not, and under no circumstances be construed as, an offering of any shares or rights for sale in the United States of America, or the territories or possessions thereof, or as a solicitation therein of an offer to buy any of the said shares or rights. Accordingly, this Letter of Offer should not be forwarded to or transmitted in or into the United States of America at any time. The Company will not accept subscriptions from any person, or his agent, who appears to be, or who the Company has reason to believe is, a resident of the United States of America and to whom an offer, if made, would result in requiring registration of this Letter of Offer with the United States Securities and Exchange Commission. The Company is informed that there is no objection to a United States shareholder selling his rights in India.

iii TRENT LIMITED

PRESENTATION OF FINANCIAL INFORMATION AND USE OF MARKET DATA Unless stated otherwise, the financial information used in this Letter of Offer is derived from the Company's restated financial statements as of fiscal 2006, 2005, 2004, 2003 and 2002 and for the ten month period ended on January 31, 2007, prepared in accordance with Indian GAAP and the Companies Act, 1956 and restated in accordance with applicable SEBI Guidelines, as stated in the report of our statutory auditors M/s N.M Raiji & Co., included in this Letter of Offer. Unless stated otherwise, throughout this Letter of Offer, all figures have been expressed in Lakhs, except in the section titled "Corporate Structure and Management" on page 70 of this Letter of Offer where certain figures have been expressed in absolute numbers or in Lakhs. All numbers presented in this Letter of Offer have been rounded off to two decimal places. Our fiscal year commences on April 1 and ends on March 31 of the next year. Unless stated otherwise, reference herein to a fiscal year (eg. fiscal 2006), is to the fiscal year ended March 31 of a particular year. All references to "Rupees" or "Rs." are to Indian Rupees, the official currency of the Republic of India. In this Letter of Offer, any discrepancies in any table between the total and the sum of the amounts listed may be due to rounding off. Market and industry data used in this Letter of Offer, has been obtained from industry publications and governmental sources. Industry publications generally state that the information contained in those publications has been obtained from sources believed to be reliable and that their accuracy and completeness are not guaranteed and their reliability cannot be assured. Although we believe market data used in this Letter of Offer is reliable, it has not been independently verified.

iv FORWARD LOOKING STATEMENTS We have included statements in this Letter of Offer which contain words or phrases such as "will", "aim", "is likely to result", "believe", "expect", "will continue", "anticipate", "estimate", "intend", "plan", "contemplate", "seek to", "future", "objective", "goal", "project", "should", "will pursue" and similar expressions or variations of such expressions, that are "forward- looking statements". All forward looking statements are subject to risks, uncertainties and assumptions about us that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. Important factors that could cause actual results to differ materially from our expectations include but are not limited to:  General economic and business conditions in the markets in which we operate and in the local, regional, national and international economies;  Changes in laws and regulations relating to the sectors/areas in which we operate;  Increased competition in the sectors/areas in which we operate;  Our ability to successfully implement our growth strategy and expansion plans, and to successfully launch and implement various projects and business plans for which funds are being raised through this Issue;  Our ability to meet our capital expenditure requirements;  Fluctuations in operating costs;  Our ability to attract and retain qualified personnel;  Changes in technology;  Changes in political and social conditions in India or in countries that we may enter, the monetary and interest rate policies of India and other countries, inflation, deflation, unanticipated turbulence in interest rates, equity prices or other rates or prices;  The performance of the financial markets in India and globally; and  Any adverse outcome in the legal proceedings in which we are involved. For a further discussion of factors that could cause our actual results to differ, see the chapters titled "Risk Factors" "Business Overview" and "Management Discussion and Analysis of Financial Conditions and Results of Operations" beginning on pages vi, 44 and 168 of this Letter of Offer respectively. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have been estimated.

v TRENT LIMITED

RISK FACTORS An investment in Equity Shares involves a high degree of risk. You should carefully consider all the information in this Letter of Offer, including the risks and uncertainties described below, before making an investment in our Equity Shares. If any of the following risks actually occur, our business, results of operations and financial condition could suffer, the price of our Equity Shares could decline, and you may lose all or part of your investment. The financial and other implications of material impact of risks concerned, wherever quantifiable, have been disclosed in the risk factors mentioned below. However there are a few risk factors where the impact is not quantifiable and hence the same has not been disclosed in such risk factors. This Letter of Offer also includes statistical and other data regarding the Indian Retail Industry. This data was obtained from industry publications, reports and other sources that we and the Lead Manager believe to be reliable. Neither the Lead Manager nor we have independently verified such data. Internal Risk Factors 1. The following outstanding litigations are pending against our Company and Directors of our Company. Litigation in respect of our Company as on March 31, 2007 Sr. No. Type of Cases Description Number of Cases Amount (Rs.) By Against 1. Criminal Cases Criminal Complaint filed - 1 Not quantifiable by Excise Department against our Company. 2. Securities Show Cause notice issued - 1 Not quantifiable by SEBI 3. Sales Tax Appeals filed by our 5 - 6.08 lakhs Company. 4. Excise Appeal filed by our 1 - 123.63 Lakhs Company 5. Income Tax Appeals filed by our 6 - 442.62 Lakhs Company 6. Civil Cases (also includes One suit for recovery filed 1 5 580.93 Lakhs Claims against our Company by the Company, one not acknowledged as debt) appeal filed by our Company regarding discounting of bills and three arbitration proceedings and one arbitration application against our Company. 7. Labour Cases Industrial Dispute filed - 1 Not quantifiable against our Company 8. By Shareholders the reliefs claimed include - 87 Not quantifiable restraining transfer of shares, appointment of court receiver in respect of transmission of shares, establishing title to shares, recovery of bonus shares, restraining issue of duplicate share certificates.

vi Criminal Case A Criminal case was filed by Excise Department before the Chief Judicial Magistrate, Navsari, against our Company and its Directors alleging setting up of three dummy units by our Company for manufacture of talcum powder. The matter has been stayed by the High Court at Ahmedabad vide its order dated April 16, 2001. An appeal is also pending before the CEGAT regarding the same matter. For further details please refer to section "Outstanding Litigation and Material Developments" beginning at page no. 174 of this Letter of Offer Show Cause notice issued by SEBI against our Company. SEBI by its letter dated September 10, 2004 bearing no. CFD/DCR/RC/TO/13060/04 issued a notice to our Company alleging non-compliance under Regulation 6(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (the 'Takeover Code') in the year 1997. Our Company has vide its letter dated November 18, 2004 replied to the aforesaid notice clarifying that the contents of our Company's disclosure under regulation 6(2) of the Takeover Code was same as that under regulation 6(4) of the Takeover Code which our Company had already disclosed within the period stipulated under the Takeover Code. Litigation in respect of the Directors Sr. No. Type of Cases Description Number of Cases Amount (Rs.) By Against 1. Litigation against Under the Standards of - 1 Not quantifiable Mr. Farrokh K. Kavarana Weights and Measures Act, 1976: 2. Litigation against Mr. Noshir Criminal Cases against - 1 Not quantifiable A. Soonawala Limited (Tata Motors) and its Directors (including Mr. Noshir A. Soonawala in his capacity as one of the director of Tata Motors Limited), Labour Cases against - 2 Not quantifiable Tata Motors Limited and its Directors (including Mr. Noshir A. Soonawala in his capacity as one of the director of Tata Motors Limited) For further details on the outstanding litigation of our Company and its Directors please refer to section titled "Outstanding Litigations and Material Developments" beginning on page 174 of this Letter of Offer. Except as disclosed in the section titled "Outstanding Litigations and Material Developments" beginning on page 174 of this Letter of Offer, there are no other such litigations pending as on the date of this Letter of Offer.

vii TRENT LIMITED

2. A formal investigation is being carried out by SEBI against Bhansali Engineering & Polymers Limited. One of the Directors of Trent Limited, Mr. Bakhtiar S. Bhesania is a Director on the Board of Bhansali Engineering & Polymers Limited. A formal investigation is being carried out by SEBI in the scrip of Bhansali Engineering & Polymers Limited for the period May 12, 2003 to October 8, 2003. 3. We have applied for some of the licences which are pending registration. We have applied/are in the process of applying for the renewal of the following licences which have expired. Following are the licenses pending registration: a. permission to work extended hours and to keep the store open 365 days in a year in respect of our store at Hyderabad. b. permission to keep the store open 365 days in a year in respect of our store at Noida, UP. c. Registration under the Bombay Shops and Establishment Act, 1948 for our store at ISCON Mall, Surat. d. Registration No. GGM/2006/L-1-3/ 1035 under the Punjab Shops and Commercial Establishments Act, 1958 We have applied/ are in the process of applying for the renewal of the following licenses which have expired a. License Registration No. 2002020746( C-9037) to work a Lift under the West Bengal Lift Rules, 1958. b. License No. 16/ B/ 1515 for Public Performance License to perform all Sound Recordings controlled by Phonographic Performance Limited for our store at DLF Grand Mall, Gurgaon c. License No. 16/ B/ 11562 for Public Performance License to perform all Sound Recordings controlled by Phonographic Performance Limited for our store at Forum, Bangalore d. License Contract No. GL:MUM:00350 for Public Performance of Musical Work within our store at N. S. Parkar Road, Grant Road, Mumbai. e. License Contract No. GL:PUN:00044 for public Performance of Musical Works within our store at Moledina Road , Pune. f. License Contract No. GL:KAR:00002 for Public Performance of Musical Works within our store at Commercial Street, Bangalore. g. License Contract No. GL:CHEN: 00014 for Public Performance of Musical Works within our store at Spencer Plaza, Chennai. 4. Our ability to correctly understand fashion trends and customer expectations is paramount for our continued operation since our customer offering includes a range of fashion led merchandise, aspirational products and various services. We retail fashion led merchandise, aspirational products and services mainly under our own label. Our success depends on our ability to meet customer expectations on a continued basis. With changes in fashion and trends, customer expectations can change over a period of time. Our ability to spot fashion trends and changes in customer expectations and responding to such changes by making products/services available on time is important for our success. Our business could be materially affected if we repeatedly fail to spot and respond to emerging changes in fashion and customer expectations. 5. Our business is seasonal in nature with the period between October-January being our best period. Any substantial decrease in our sales in this period can have a material adverse impact on our financial performance.

viii Our business exhibits seasonality due to the bunching up of festivals like Durga Puja, Diwali, Christmas and winter clearance sale etc. in this period (October-January period), in which historically we have reported higher sales. The total sales in this period as a percentage of yearly sales for the past three years ended March 31, 2004, March 31, 2005 and March 31, 2006, has been 39%, 41% and 40% respectively. Fixed overheads like employee costs, lease rentals, store-operating costs, distribution and logistics costs form a major part of operating costs of our type of business. Since in our business, overheads are mainly fixed, our profits are normally more in this period. Any major decline in sales during this period could have a material adverse effect on our profitability and financial condition. The financial impact of seasonality cannot be reasonably quantified. 6. As our range of products is seasonal and fashion led, any variance between our anticipation and actual customer demand can adversely affect our performance. Our product range plans are based on fashion forecasts and the trends for the coming season. Any variation in our plans and actual customer demand could adversely affect our performance leading to increase in unsold inventory, which will necessitate higher discounting and lower margins in order to dispose of such inventory. 7. Registration applications for some of our trademarks are pending with the relevant trademark authorities. This may result in us having lower recourse to initiate legal actions for protecting our in- house product trademarks. This could result in dilution of the brand value of our product brands. We market our in-house products under our trademarks. Currently we have 29 trademarks, which are registered, in our name. We have applied for registration of 78 trademarks to the relevant trademark authorities as on the date of this Letter of Offer and are still pending with them. If there is any delay in the registration of these trademarks, we may have a lower recourse to initiate legal proceedings to protect our in-house brands. This may lead to dilution in the brand value of our product brands. Our success with our brands/ labels depends, in part on our ability to protect and defend our intellectual property rights relating to such trademarks/labels. If we are not able to sufficiently protect our intellectual property, our competitors may produce, and sell products under trademarks/labels similar to our trademarks/labels, which may adversely affect the equity of our trademarks/labels. 8. We are highly dependent on our Clubwest Program for our revenues. Our Company has around 5,00,000 active customers enrolled in the customer loyalty program called the "Clubwest Program" which contributes to a significant portion of our Company's revenue. These customers contributed approximately 49% of the sales for the period April to September 2006. Any shift in spending patterns and preferences of these loyal customers will have an impact on our Company's earnings. This risk assumes importance with the entry of new players and traditional retailers becoming more and more aggressive. 9. Our business plans may need substantial capital and additional financing in the form of debt and/or equity to meet our requirements. Part of our business plan is being substantially funded through this Rights Issue and partly by our internal cash accruals. In view of the highly competitive and dynamic nature of the industry in which our Company operates, our Company may have to revise its business plan from time to time and consequently its fund requirements may also change. The fund requirement may change from estimates due to unforeseen delays or cost overruns. Also we may not be able to generate internal accruals in our Company as per estimates and may have to use other means of finances. Sources of additional financing may include commercial borrowings, vendor financing, or issue of equity or debt instruments. If we decide to raise additional funds through the debt route, the interest obligations would increase and we may be subject to additional covenants, which could limit our ability to access cash flows from the operations. If we decide to raise additional funds through equity route, your shareholding in our Company could get diluted.

ix TRENT LIMITED

10. Any adverse impact on the title/ownership rights/development rights of our landlords from whose real estate premises we operate may impede our effective operations of our stores/offices/distribution centers in the future. Some of the real estate from which we operate our stores/offices/distribution centers is taken by us on long-term lease or sub-lease or leave and license or conducting basis and/or on the basis of other contractual agreements either from third parties or from our Promoters. We may in future also enter into such transactions with third parties and/or our Promoters. Any adverse impact on the title /ownership rights/development rights of our landlords from whose real estate premises we operate our stores may impede our operation. Financial impact of the aforesaid risk can not be quantified. 11. Any adverse impact on the development rights relating to premises from which we operate one of our Westside stores may impede operations of the store. We have entered into a Memorandum of Understanding (MOU) with, owners of the premises where one of our Westside store is situated . The Municipal Commissioner has withdrawn the permission of construction of the building on account of alleged violation of the construction permission i.e. alleged misuse of residential premises for commercial use and has given the owners notice for demolition of the premises. The owners have already made an application to the relevant authorities for approval for commercial usage of premises. The High Court has stayed the order passed by the Municipal Commissioner. In case the order of the Municipal Commissioner is upheld, it may impede operations of the store. 12. Lease Deeds/ Business Arrangements are in the process of being executed by us in respect of some of the immovable properties occupied by us for our stores We occupy five of our premises under memorandum of understanding entered into by us with each of the owners of the property. The memorandum of understanding envisages that we shall enter into a definitive lease deed or a business arrangement agreement with each of the owners of the property. However, we are in the process of executing the lease deed or business arrangement agreement for such properties. We continue to occupy such properties under the memorandum of understanding. 13. Most of the premises occupied by us for our stores are on Leasehold basis Apart from three stores which are situated on properties owned by us, our remaining stores are being operated from premises which are acquired on a long term leasehold basis. In case we are unable to renew the lease deeds for the same or in case of any difference of opinion with the owner of the properties, we might not be able to continue operating our stores from the same premises, resulting in time and cost overruns thereby having a significant adverse effect on our business, financial performance and profitability. 14. We have not yet executed the required final agreements or arrangements for fully utilizing Issue proceeds. Also, we have yet to finalize the contractors and consultants for many of our proposed new stores as well as our stores under renovation. We have yet to execute contractual agreements for some of our new store sites out of the 30 stores for which we are raising funds through this Issue and for occupying additional space for expanding our existing stores. We are yet to finalize the contractors and consultants for many of our proposed new stores as well as our stores under renovation. If we are not able to execute our expansion plan as envisaged because of this, there could be time and cost overruns affecting the performance of our Company. 15. We have not commissioned an independent appraisal for the use of proceeds to be raised through this Issue.

x The use of proceeds of the Issue has been determined based on internal estimates of our management and no bank or financial institution has appraised the use of proceeds to be raised by us through this Issue. No independent body will be monitoring the use of proceeds. Progress in the use of proceeds from this Issue as is statutorily required by SEBI will be reported quarterly alongwith the publication of our quarterly results and in our annual report. 16. Non-receipt of Government and other regulatory approvals may affect our proposed expansion plan. We have not yet applied for the regulatory approvals such as approvals under the Shops and Establishment Act, Registration under the Employees State Act, License for Public Performance of Music Works, License for Public Performance License to perform all Sound Recordings controlled by Phonographic Performance Limited, Sales Tax Registration, Registration under State Tax on Professions, Trades, Callings and Employments Act and others as required for/with regard to the new stores proposed by us and/or the upgradation of our existing stores. The said approvals can only be applied for once the stores are operational. In case of non receipt or delayed receipt of the same, we may not be able to implement our proposed expansion plan as scheduled, which may lead to cost overruns and have an adverse impact on our growth and financial condition. Financial impact of the above risk can not be quantified. 17. Our inability to deliver as per our business plan could have an adverse impact on our business. To achieve future growth, our business plan includes opening of new stores, and expanding some of our existing stores over the next few years. This growth strategy is dependent upon our ability to obtain suitable store locations and setting up new stores and hiring of suitable store personnel. We may not be able to renovate existing stores or acquire, open or operate new stores on a timely or profitable basis. Our store opening plans are dependent upon various real estate developers, handing over possession of stores on time or obtaining statutory approvals. This may lead to delay in our store opening plans and cause time and cost overrun. Any failure to effectively implement our growth strategy could have significant adverse impact on our business. We have experienced delays in obtaining possession of store sites on time in the past. Financial impact of the aforesaid risk can not be reasonably quantified. 18. Any inability to manage our rapid growth could disrupt our business. Our growth rate has been quite reasonable in the past. During the years ended March 31, 2002, March 31, 2003, March 31, 2004, March 31, 2005 and March 31, 2006, our sales were Rs. 7,234 Lakhs, Rs. 10,457 Lakhs, Rs. 14,734 Lakhs, Rs. 22,793 Lakhs and Rs. 33,893 Lakhs respectively. Our Company thus shows a comparative growth rate of 44%, 41%, 54% and 48% respectively, as compared to the previous year. Our CAGR for the above period is 47%. The future growth plans can place significant demands on our management team and other resources. We may not be able to execute our strategy on time and within budget and may not be able to meet the expectations of customers on a sustained basis and achieve our planned growth. Our inability to manage our growth could have a significant adverse effect on our business, financial performance and profitability. 19. Our Subsidiaries, Landmark Limited and Westland Books Private Limited, have insufficient details in respect of fixed assets. Our Subsidiary, Landmark Limited, does not have sufficient details in respect of fixed assets, which are stated at net book value of Rs.2917.28 lakhs as at January 31, 2007. In the absence of sufficient details regarding the quantity and value of these assets, our auditors M/s N.M Raiji & Co. in their Audit Report dated April 30, 2007, are unable to express their opinion on the carrying value of the fixed assets, depreciation charge and profit on sale of assets for the period ended January 31, 2007. Similarly, Westland Books Private Limited also does not have details in respect of fixed assets, which are stated at net book value of Rs.28.10 lakhs as at January 31, 2007. The accounts of the aforementioned subsidiaries have been audited

xi TRENT LIMITED

by Chartered Accountants of another firm and the opinion of our auditors in respect of these Subsidiaries are based solely on their audit reports. The management of our subsidiaries Landmark Limited and Westland Books Private Limited have prepared the details of fixed assets as of March 31, 2007. 20. All investments of our Subsidiary, Landmark Limited, are held in the name of their erstwhile partners. In respect of our Subsidiary, Landmark Limited, all investments are held in the name of their erstwhile partners and are yet to be transferred in their name. In respect of investments in equity shares of listed companies amounting to Rs.17.15 lakhs, our auditors M/s. N.M Raiji & Co. are unable to express their opinion on the carrying value of the investments. The accounts of the aforementioned subsidiaries have been audited by Chartered Accountants of another firm and the opinion of our auditors in respect of these Subsidiaries are based solely on their audit reports. The management of our subsidiary Landmark Limited has informed that as on March 31, 2007, most of the investments have been transferred in the name of Landmark Limited and remaining investments are in the process of being transferred. 21. We face competition from existing retailers and potential entrants, both domestic and foreign, to the retail industry that may adversely affect our competitive position and our profitability. Loss of market share and increase in competition may adversely affect our profitability. We face competition from other organized and unorganized retail players. With the opening of new malls, many new players are expected to enter organised retailing and competition could increase. The entry strategy of the new entrants and growth strategy of existing competitors may not be focussed on profitability in the short term. This could adversely affect the profitability dynamics of the retail business. Some of our competitors may be able to compete more effectively because of their access to significantly greater resources, which may lead to increased competition. Such increase in competition may cause us to increase our marketing expenditure, reduce prices of our products, thereby reducing margins. With increased competition, the demand for good store locations may increase, impacting our cost of operation. 22. The success of our business is substantially dependent on our management team and our inability to retain them could adversely affect our businesses. We are dependent on the experience and continued efforts of the senior members of our management team. The loss of one or more members of our senior management team would impact our ability to maintain and grow our revenues. Competition for our senior management in our industry is intense and we may not be able to recruit and retain suitable persons to replace the loss of any of our senior managers in a timely manner. Financial impact of the aforesaid risk cannot be reasonably quantified 23. Our ability to meet customer expectations is dependent on our ability to attract and retain highly skilled retail professionals to sustain our business. Our ability to meet customer expectations is highly dependent on our ability to attract, develop, motivate and retain highly skilled retail professionals, particularly customer-facing employees and other mid-level managers. Significant increases in our attrition rates will impact our ability to manage and execute growth from existing stores and from new stores. The employment market for retail professionals is highly competitive and we may not be able to successfully attract and retain the employees that we require to sustain and grow our business. Financial impact of the aforesaid risk can not be reasonably quantified. 24. Future sale of Equity Shares by some of our current shareholders could affect the price of our Equity Shares in the secondary market.

xii Any future issuance of Equity Shares by us could dilute your shareholding, adversely affect trading price of our Equity Shares, and could impact our ability to raise capital through an offering of our securities. Also the sale of our Equity Shares by any major shareholders could adversely affect trading price of our Equity Shares and could impact our ability to raise capital through an offering of our securities. In addition, any perceptions by investors that such an issuance or sale might occur, could also affect the trading price of our Equity Shares. 25. We rely extensively on our IT systems and failures could adversely impact our business. We rely extensively on our IT systems to provide us connectivity across our business functions through our software, hardware and connectivity systems. Our business processes are IT enabled, and any failure in our IT systems or loss of connectivity or any loss of data arising from such failure can impact us adversely. Financial impact of the aforesaid risk can not be reasonably quantified 26. We may in the future face potential liabilities from lawsuits or claims by consumers. We may face the risk of legal proceedings and claims being brought against us by our customers/consumers for any defective product sold or any deficiency in our services to them. Also, since we have a large number of customers/consumers visiting our stores daily, we could face liabilities should our customers/ consumers face any loss or damage due to any unforeseen incident such as fire, accident etc in our stores, which could cause financial and other damage to our customers/consumers. This may result in liabilities and/or financial claims for our Company as well as loss of business and reputation. 27. Renunciation by any shareholder in favour of a non-resident or FII will require prior approval of the RBI and/or FIPB subject to certain terms and conditions. Renunciation of rights entitlement in our Company by any shareholder in favour of a non-resident or a FII will require prior approval of the RBI and/or FIPB subject to certain terms and conditions. There can be no certainty as to the conditions subject to which the approval will be granted or if the approval will be granted at all. For more details on the restrictions applicable to non residents or FIIs please refer to the section titled "Terms of the Present Issue" beginning on page 210 of this Letter of Offer 28. Changes in safety and health laws and regulations may adversely affect our results of operations and our financial condition. We are subject to a broad range of safety and health laws and regulations in the areas in which we operate such as the Consumer Protection Act, 1986, the Standards of Weights and Measures Act, 1976, Sale of Goods Act, 1930 and similar state regulatory enactments like the Shop and Establishments Acts. These laws and regulations impose controls on our fire safety standards, and other aspects of our operations. We have incurred, and expect to continue to incur, operating costs to comply with such laws and regulations. In addition, we have made and expect to continue to make capital expenditures on an ongoing basis to comply with safety and health laws and regulations. While we believe we are in compliance in all material respects with all applicable safety, health and environmental laws and regulations, we may nevertheless be liable to the Government of India or the State Governments or Union Territories with respect to our failures to comply with applicable laws and regulations. Further, the adoption of new safety and health laws and regulations, new interpretations of existing laws, increased governmental enforcement of laws or other developments in the future may require that we make additional capital expenditures or incur additional operating expenses in order to maintain our current operations or take other actions that could have a material adverse effect on our financial condition, results of operations and cash flow. Safety, health and environmental laws and regulations in India, in particular, have been

xiii TRENT LIMITED

increasing in stringency and it is possible that they will become significantly more stringent in the future. The costs of complying with these requirements could be significant. The measures we implement in order to comply with these new laws and regulations may not be deemed sufficient by governmental authorities and our compliance costs may significantly exceed current estimates. If we fail to meet safety and health requirements, we may also be subject to administrative, civil and criminal proceedings by governmental authorities, as well as civil proceedings by our consumers / customers and other individuals, which could result in substantial fines and penalties against us as well as orders that could limit our operations. There can be no assurance that we will not become involved in future litigation or other proceedings or be held responsible in any such future litigation or proceedings relating to safety and health matters in the future, the costs of which could be material. Remediation costs of our stores and outlets and related litigation could adversely affect our cash flow, results of operations and financial condition. 29. As on January 31, 2007 we had contingent liabilities and outstanding guarantees and capital commitments As on January 31, 2007 we had following Contingent Liabilities not provided for Rs in Lakhs Period Ended on January 31, 2007 a) Claims made against our company not acknowledged as debts except where amount is not ascertainable 576.38 b) Sales Tax, Excise and Custom Demands against which our Company has filed appeals 129.71 c) Income Tax Demands against which our Company has filed appeals 442.62 d) Corporate Guarantee given on behalf of subsidiary 11,000.00 General Provision for Contingencies (Refer Note Below) 205.00 Note: As a matter of abundant caution, a general provision for contingencies of upto Rs. 205 Lakhs has been made till January 31, 2007 against items a, b and c which are disputed by our Company EXTERNAL RISK FACTORS 1. We are subject to risks arising from exchange rate fluctuations. We source some of our products and some capital equipments from overseas vendors. Further we engage overseas consultants. The exchange rate fluctuation between the Rupee and other currencies is variable and may continue to fluctuate in the future. Such fluctuation may affect us to the extent of increasing the cost of import of goods and services. 2. Regional conflicts in South Asia could adversely affect the Indian economy, disrupt our Company's operations and cause its business to suffer. South Asia has, from time to time, experienced instances of civil unrest and hostilities among neighbouring countries. In recent years there have been military confrontations along the India-Pakistan border. Military activity or terrorist attacks could adversely affect the Indian economy. This could have a material adverse effect on the market for securities of Indian companies including the Equity Shares of our Company.

xiv 3. Public places such as malls in which our stores are located could be likely targets for unforeseen acts of violence (including terrorist acts and rioting), which may impact the retail business. Any violence in public places such as retail stores and malls could cause damage to life and property, and also impact consumer sentiment and their willingness to visit public places. Financial impact of the aforesaid risk can not be reasonably quantified. 4. Retail sector generally relies on various external partners on whom absolute control is not possible. Generally, the retail sector depends upon large number of suppliers to provide them with products. Operations could be adversely affected if supplies of products are not obtained in a timely manner from the suppliers or if the supply of such products is discontinued or if suppliers are not able to meet up with growth requirements. 5. Multiplicity of local taxes and levies including octroi and sales tax has impacted the growth of organized retail. Existence of different local taxes such as sales tax, octroi, etc in different states of India increase complexity and cost of operation for retailer having national operations. Each state in India has different local taxes and levies including sales tax, octroi, etc, which has enhanced the complexity for organized retailers as well as added to their costs. Incidence of various levies on various products has led to organized retailers functioning in a sub-optimal level, impacting their competitiveness vs. unorganized players who also gain by way of tax evasion. Changes in these local taxes and levies can impact the performance of retailers adversely. New taxes imposed by State/Central Government and implementation of Value Added Tax (VAT) may affect cost of operation. 6. The growth of the retail sector, especially of companies retailing lifestyle products, are linked to the overall performance of the economy. The performance of the fashion retailers depends upon the spending patterns of the consumer, which in turn depends upon overall economic conditions especially in the areas such as lifestyle products. Any adverse impact on the Indian economy may have a considerable impact on the consumer spend. This could affect the Indian retailing business and more particularly fashion retailing. Retail companies lease properties from investors who in turn borrow and invest in real estate. The yield available on lease of property is therefore dependent on the interest rates in the economy. Any change in the banking policy regarding financing of real estate or rates of interest could impact the availability of properties for retailing. 7 Attrition rates at the entry level are very high for the retail sector. The retail sector competes with other emerging service sectors such as Telecommunication and Information Technology in its ability to hire and retain quality people in addition to competition amongst the players in the sector. Hence, availability of trained manpower poses a key risk for the retail sector. As organized retail grows rapidly, there will be further pressure on existing players, as new entrants would look for trained manpower at various levels. The present attrition rate of the retail sector is approximately 40-50%. 8 Stability of policies and political situation in India can determine the fortunes of the industry. A significant change in India's economic liberalisation and deregulation policies could affect business and economic conditions in India generally and our business in particular. A significant change in the Indian government's or the state governments' economic liberalisation and deregulation policies could adversely affect business and economic conditions in India generally and our business and financial condition and prospects in particular

xv TRENT LIMITED

9. Multiplicity of legislations' have impacted the growth of organized retail The retail sector functions under multiple laws and regulations. Multiple licenses and clearances are required before a store can be opened. Thereafter, stringent laws pertaining to labour, hours of work, etc limit flexibility in operations and add to overall costs and can impact retail operations. Notes to Risk Factors:  Investors are advised to refer to section titled "Basis for Issue price" beginning on page 26 before investing in this Issue.  The size of the issue is Rs. 15,760.74 Lakhs.  The historic cost per share to the promoters is Rs. 226.13 per share.  The total value of transactions (in the nature of business arrangement) between the Promoter and our Company is Rs. 189.37 Lakhs during the period April 1, 2006 to January 31, 2007.  Net worth as on January 31, 2007 is Rs. 40,115.16 Lakhs.  The Book value per share as on January 31, 2007 is Rs. 254.52.  For Related Party Transactions please refer to section titled "Related Party Transaction" beginning on page 112 of this Letter of Offer.

xvi SUMMARY Industry and Business Summary: Retail is the largest industry sector in the world, with the penetration of retailing exceeding 80% of the population in the developed nations, and 40% in developing nations like Thailand, Indonesia, and Malaysia. The Indian retail market is large, but highly fragmented with very few large retailers, and is pegged at USD 180 billion (Rs. 7, 86,60,000.00 lakhs) as per a study conducted by Pricewaterhouse Coopers and accounts for 10% of the Country's GDP. The forecast growth in real retail sales in 2003-2008 is 8.3% per year compared with 7.1% for consumer expenditure. Modernisation of the Indian retail sector will be reflected in rapid growth in sales of supermarkets, departmental stores and hypermarkets. Sales from large format stores are to expand at growth rates ranging from 24% to 49% per year during 2003-2008 according to the Euromonitor International report. AT Kearney has placed India on number 6th on the global retail development index. The Indian Retail Sector is at an inflexion point, with many enabling conditions coming into existence e.g. favourable demographics, rising consumer incomes, real estate developments especially with emergence of new shopping malls, availability of better sourcing options both from within India and overseas, and changing lifestyle that bring the Indian consumer closer to the consumers in more developed markets and availability heightened usage of credit cards. All these changes are driving growth of the organised retail sector. Our Company is one of India's leading retailers and is a part of the . Our Company owns a chain of department stores across the country & is also increasing its foothold in the high volume 'Hyper Market' sector. Products, Services and Markets Our Company serves two distinct markets - Apparel focused lifestyle category and mass market (includes - Food, Grocery, apparel, durables etc.) Apparel market is served by its Westside format and mass market is served by Star India Bazaar. Recently our Company has also entered the books and music retail segment with the acquisition of chain of stores under the brand name Landmark. Apparel Business: Westside Westside has uniquely positioned itself as a chain of stores offering own label products. Hence almost all (90%) products at Westside are made or procured as per Westside specifications and sold exclusively at Westside stores under the Westside (or a Westside owned) label. The product offering is wide (and has been continuously increasing) and covers apparel and home goods. The apparel offering includes clothing and accessories for a wide range of occasions -office, casual, evening/club, innerwear, etc. for all members of the family - Men & Women, Youth and Kids. The home goods offering includes soft goods like linen, towels etc. and hard goods like crockery, décor products etc. Westside has also introduced footwear and is set to introduce many other potential categories. The Fashion apparel industry is characterised by short product life cycles and high obsolescence, thus making exceptionally high churn of products, a business imperative. The corner stone of Westside's success has been its ability to manage simultaneous and significant increase in the volume, the churn and also the quality of its products. The market catered to by Westside has been chosen after carrying out extensive consumer research and doing the socio-economic classification of the target consumer. In a period of 8 years, not only has the number of markets addressed increased from 2 to 14, but the product offering in each market has also increased. The number of product categories has increased from 5 to 21; the number of SKUs offered has increased from 11,000 to 60,000. The Westside stores range in size from 12,000 sq. ft. to 30,000 sq. ft. and are located mostly in high street areas or malls to ensure easy access to target audience. The stores are located and designed to provide great shopping experience to the target customers. Services offered at the stores include assisted self-selection shopping, computerized billing, trial rooms, alteration services, Customer Services Desk and exchange policies, gift wrapping, loyalty program, product search, valet parking, home delivery services, Quality Assurance Card for Clubwest members, play area for kids, and a café. Mass Market Business: Star India Bazaar The other format, hypermarket - Star India Bazaar, recently launched was chosen after a thorough study of the 2 models - Hypermarkets and Supermarkets. Star India Bazaar caters primarily to the SEC B/C and the main offerings are staples, food, perishables, beverages, cleaning aids, health & beauty, houseware, consumer durables and apparel with about 25000 SKU's. The model offers a large assortment of products under one roof at prices below Maximum Retail Price (MRP) under the promise of "Chhota Budget Lambi Shopping".

1 TRENT LIMITED

Summary of Consolidated Financial Statements: Asset and Liabilities Statement - Restated: Rs. in Lakhs As At 31-Jan-07 31-Mar-06 31-Mar-05 31-Mar-04 31-Mar-03 31-Mar-02 A Fixed Assets Fixed Assets Gross 14,930.25 12,700.94 7,973.35 6,603.83 5,332.63 4,493.82 Less Cum. Depreciation 3,486.54 2,909.43 1,837.75 1,392.74 1,238.04 971.12 Net Block 11,443.71 9,791.51 6,135.60 5,211.09 4,094.59 3,522.70 Capital Work In Progress 1,447.43 542.95 363.21 145.27 144.24 174.86 Total Fixed Assets 12,891.14 10,334.46 6,498.81 5,356.36 4,238.83 3,697.56 B Goodwill On Consolidation 12,448.48 12,386.67 901.69 - - - Of Accounts C Investments 24,944.12 16,199.12 15,125.14 13,716.77 11,341.45 12,910.18 D Current Assets, Loans And Advances Inventories 11,527.74 7,909.33 3,762.84 2,397.21 1,725.40 1,408.99 Sundry Debtors 839.44 263.54 162.34 133.68 117.87 104.25 Cash And Bank Balances 1,801.63 1,691.38 884.54 783.66 621.51 564.73 Loans And Advances 16,389.41 12,669.62 8,907.48 5,164.42 6,104.68 3,649.03 Total Current Assets 30,558.22 22,533.87 13,717.20 8,478.97 8,569.46 5,727.00 E Total Assets (A+B+C+D) 80,841.96 61,454.12 36,242.84 27,552.10 24,149.74 22,334.74 F Liabilities And Provisions Secured Loans 8,001.14 6,800.00 ---- Unsecured Loans 13,038.82 11,018.84 5,736.38 27.89 28.65 109.84 Current Liabilities 16,314.15 14,409.02 6,943.24 5,155.67 3,525.69 2,640.26 And Provisions Deferred Tax Liabilities- 603.14 634.54 701.08 624.89 552.30 566.56 Net -Restated Total Liabilities And Provisions 37,957.25 32,862.40 13,380.70 5,808.45 4,106.64 3,316.66 G Minority Interest 292.86 168.29 57.37 51.72 95.85 -

2 Rs. in Lakhs As At 31-Jan-07 31-Mar-06 31-Mar-05 31-Mar-04 31-Mar-03 31-Mar-02 H Networth (E-F-G) 42,591.85 28,423.43 22,804.77 21,691.93 19,947.25 19,018.08 Represented By Shareholders Funds Share Capital 1,576.07 1,442.78 1,311.78 1,311.78 1,311.78 1,311.78 Warrant Application Money 501.27 General Reserve-Restated 17,676.93 17,854.95 17,604.95 16,583.97 15,583.97 15,414.97 Securities Premium Account 13,423.27 3,682.41 ---- Amalgamation Reserve 1,492.95 1,492.95 1,492.95 1,492.95 1,492.95 1,492.95 Capital Reserve On Acquisition Of Subsidiary 452.65 230.31 230.31 230.31 214.29 - Debenture Redemption 1,300.00 1,300.00 ---- Reserve Employee Stock Option 192.55 64.75 ---- Profit And Loss 5,976.23 2,360.67 2,170.85 2,087.93 1,368.28 821.40 Account- Restated Less Miscellaneous Expenses (0.07) (5.39) (6.07) (15.01) (24.02) (23.02) Not Written Off

Total 42,591.85 28,423.43 22,804.77 21,691.93 19,947.25 19,018.08

Notes: 1) The increase in the consolidated fixed assets from Rs. 6,603.83 lakhs as on March 31, 2003 to Rs. 14,930.25 lakhs as on January 31, 2007 is mainly due to setting up of new stores by the Company and the acquisition of Subsidiaries such as Nahar Theatres Private Limited and Landmark Limited. For details of fixed assets of the Company and its Subsidiaries, please refer to the section titled "Financial Information" beginning on page 97 of this Letter of Offer. 2) The increase in the consolidated sundry debtors from Rs. 162.34 lakhs as on March 31, 2005 to Rs. 839.44 lakhs as on January 31, 2007 is mainly due to the inclusion of the Sundry debtors of Westland Books Private Limited, a Subsidiary of Landmark Limited, For details of sundry debtors of the Company and its Subsidiaries, please refer to the section titled "Financial Information" beginning on page 97 of this Letter of Offer. The above Sundry debtors do not include our Promoter Group Companies and Subsidiaries. 3) The increase in the unsecured loans from Rs. 27.89 lakhs as on March 31, 2004 to Rs. 13,038.82 lakhs as on January 31, 2007 is mainly due to the inclusion of loan taken by our Subsidiaries namely, Satnam Developers Private Limited, Landmark Limited and a joint venture of Satnam Developers and Finance Private Limited namely, Satnam Realtors Private Limited. For details of unsecured loans of the Company and its Subsidiaries, please refer to the section titled "Financial Information" beginning on page 97 of this Letter of Offer. The above unsecured loans do not include our Promoter Group Companies and Subsidiaries.

3 TRENT LIMITED

Profit and Loss Statement - Restated: Rs. in Lakhs (except per share data) Year Ended on Ten Months 31-Mar-06 31-Mar-05 31-Mar-04 31-Mar-03 31-Mar-02 Ended 31-Jan-07 Income Sales 50,912.04 39,561.96 22,793.37 14,734.14 10,457.42 7,234.64 Other Operating Income 707.80 498.82 356.43 235.52 88.76 49.36 Income From Current Investments 235.49 286.16 304.80 587.12 695.83 1,051.72 Other Income-Recurring 1,763.10 1,467.42 1,259.23 2,038.06 260.18 614.12 Other Income-Non Recurring 74.61 96.33 42.06 15.69 511.89 93.75 Increase/(Decrease) In Inventory 3,297.49 2,290.55 1,472.18 581.24 343.59 522.56 Total Income 56,990.53 44,201.24 26,228.07 18,191.77 12,357.67 9,566.15 Expenditure Raw Materials Consumed 200.90 234.25 225.84 291.29 310.54 490.40 Purchase Of Finished Goods 31,932.72 23,465.44 12,793.72 7,357.45 5,058.33 3,157.83 Staff Cost 3,248.50 2,559.97 1,624.22 1,199.30 834.10 687.74 Selling & Distribution Expenses 6,439.13 4,949.60 3,190.99 2,055.03 1,450.71 1,089.79 Other Expenses 8,969.98 7,374.23 5,263.32 3,909.48 2,952.36 2,606.19 Interest 554.06 439.83 113.21 0.72 2.53 3.60 Depreciation 769.91 995.63 469.16 318.18 285.30 248.74 Total Expenditure 52,115.20 40,018.95 23,680.46 15,131.45 10,893.87 8,284.29 Profit Before Exceptional Items 4,875.33 4,182.29 2,547.61 3,060.32 1,463.80 1,281.86 Exceptional Items - 75.00 - 52.14 371.00 200.00 Profit Before Tax Before Restatement 4,875.33 4,107.29 2,547.61 3,008.18 1,092.80 1,081.86 Adjustments Effect Of Change In Accounting Policy - (35.43) (101.37) (186.22) 104.22 141.83 Total Adjustments - (35.43) (101.37) (186.22) 104.22 141.83 Profit Before Tax- After Restatement 4,875.33 4,142.72 2,648.98 3,194.40 988.58 940.03 Provision For Tax Current Tax 1,227.21 1,243.59 519.85 580.70 214.00 4.60

4 Rs. in Lakhs (except per share data) Year Ended on Ten Months 31-Mar-06 31-Mar-05 31-Mar-04 31-Mar-03 31-Mar-02 Ended 31-Jan-07 Deferred Tax 58.93 (78.46) 39.03 5.76 25.26 121.92 Fringe Benefit Tax 82.27 61.52 ---- Short/(Excess) Provision Of Tax For Prior Years (82.29) 0.10 18.59 0.99 (708.55) (39.08) Total Tax 1,286.12 1,226.75 577.47 587.45 (469.29) 87.44 Effect Of Adjustment On Tax Current Tax ------Deferred Tax - 11.92 37.15 66.83 (35.50) (52.94) Total Effect On Tax - 11.92 37.15 66.83 (35.50) (52.94) Net Profit After Tax As Restated 3,589.21 2,904.05 2,034.36 2,540.12 1,493.37 905.53 Write Back Of Excess Depreciation 125.42 ----- Profit For The Year-Before Minority Interest - Restated 3,714.63 2,904.05 2,034.36 2,540.12 1,493.37 905.53 Less-Minority Share Of Profit/ Loss(Loss) As Per Audited Accounts 99.07 80.84 5.65 6.55 (29.63) - Less Pre Acquisition Profit/(Loss) - (13.29) - - (6.80) - Profit For The Year-After Minority Interest - Restated 3,615.56 2,836.50 2,028.71 2,533.57 1,529.80 905.53 Balance Brought Forward- Restated 2,360.67 2,170.85 2,087.93 1,368.28 821.40 699.02 Profit Available For Appropriation-Restated 5,976.23 5,007.35 4,116.64 3,901.85 2,351.20 1,604.55 Appropriation-Restated General Reserve - 250.00 1,021.00 1,000.00 169.00 114.00 Debenture Redemption Reserve - 1,300.00 ---- Interim Dividend - - 787.07 - - 655.89 Proposed Dividend - 937.81 - 721.48 721.48 - Tax On Dividend - 158.87 137.72 92.44 92.44 13.26 Balance Carried Forward As Restated 5,976.23 2,360.67 2,170.85 2,087.93 1,368.28 821.40

Total 5,976.23 5,007.35 4,116.64 3,901.85 2,351.20 1,604.55

5 TRENT LIMITED

Dear Shareholder(s), Pursuant to the resolution passed by the Board of Directors of our Company at its meeting held on October 10, 2006, it has been decided to make the following offer to the Equity Shareholders of our Company, with a right to renounce: 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. 1,57,60,73,500 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, I.E. ON MAY 15, 2007. THE ISSUE PRICE IS 50 TIMES THE FACE VALUE OF THE SHARES OF OUR COMPANY. IMPORTANT  This offer is applicable only to those Equity Shareholders whose names appear as beneficial owners as per the list to be furnished by the Depositories in respect of the shares held in the electronic form and on the Register of Members of our Company in respect of the shares held in physical form as on May 15, 2007, i.e. Record Date, fixed in consultation with BSE and NSE.  Your attention is drawn to the section titled "Risk Factors" beginning on Page vi of this Letter of Offer.  Please ensure that you have received the CAF with this Letter of Offer/Abridged Letter of Offer.  Please read this Letter of Offer/Abridged Letter of Offer and the instructions contained herein and in the CAF carefully, before filling in the CAF. The instructions contained in the CAF are an integral part of this Letter of Offer/ Abridged Letter of Offer and must be carefully followed. Applications are liable to be rejected if they are not in conformity with the terms of the Letter of Offer/Abridged Letter of Offer or the CAF.  All enquiries in connection with this Letter of Offer/Abridged Letter of Offer or CAF should be addressed to the Registrars to the Issue, Intime Spectrum Registry Limited, quoting the Registered Folio Number/Depository Participant (DP) Number and Client ID Number and the CAF Numbers as mentioned in the CAF.  In case the original CAF is not received, lost or misplaced by the shareholder, the Registrar will issue a duplicate CAF on the request of the shareholder who should furnish the registered folio number/DP ID/client ID number and his/her full name and address to the Registrar. Please note that those applicants who are making the application in the duplicate CAF should not utilize the original CAF for any purpose including renunciation, even if it is received/ found subsequently. In case the original and the duplicate CAFs are lodged for subscription, allotment will be made on the basis of the duplicate CAF and the original CAF will be ignored.  The offer will be kept open for a minimum period of thirty days. If extended, it will be kept open for a maximum period of sixty days.  The Issue Program is as follows: Issue Opens on May 29, 2007 Last date for request for split application forms June 12, 2007 Issue Closes on June 27, 2007

 The funds received against the offer will be kept in separate bank account(s) and our Company will not have any access to such funds unless we satisfy the Designated Stock Exchange with suitable documentary evidence that the minimum subscription of 90% of the Issue has been received by our Company. If our Company does not receive the minimum subscription of 90% of the Issue, the entire subscription shall be refunded to the applicants within forty two days from the date of closure of the Issue. The Promoters have undertaken to subscribe to the unsubscribed portion to ensure that the Issue is successful.

6 THE ISSUE Equity Shares issued by the Company 31,52,147 Equity Shares Rights Entitlement One Equity Share for every five Equity Shares held on the Record Date Record Date May 15, 2007 Issue Price per Equity Share Rs. 500 Equity Shares outstanding prior to the Issue 1,57,60,737 Equity Shares outstanding after the Issue 1,89,12,884 Terms of the Issue For more information, refer to Section titled "Terms of The Present Issue" beginning on page 210 of this Letter of Offer.

7 TRENT LIMITED

GENERAL INFORMATION Our Company was incorporated as "Lakme Limited" on December 5, 1952 under the Indian Companies Act 1913 with its Registered Office at Bombay House, 24 Homi Mody Street, Mumbai 400 001, Maharashtra, India. The name of our Company was changed from "Lakme Limited" to "Trent Limited" on June 15, 1999. Our Company is registered with the Registrar of Companies, Hakoba Mill Compound, Dattaram Lad Marg, Kalachowkie, Mumbai, Maharashtra. The Registration number of our Company is 11-8951 of 1952-1953 and CIN (Corporate Identity Number) is L24240MH1952PLC008951. 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 Board of Directors of our Company

Sl. No. Name Designation 1. Mr. Farrokh K. Kavarana Chairman 2 Mr. Noshir A. Soonawala Director 3. Mr. Bakhtiar S. Bhesania Independent Director 4. Mr. Aspy D. Cooper Independent Director 5. Mr. Khushroo N. Suntook Independent Director 6. Mr. Zubin S. Dubash Independent Director 7. Mr. Noel N. Tata Managing Director Brief Description of the Chairman and Managing Director Chairman : Upon retirement of Mrs. S. N. Tata as the Chairman, Mr. Farrokh K. Kavarana has been appointed as the Chairman of the Board of Director of our Company, with effect from October 31, 2006. Mrs. S. N. Tata has been appointed as the Chairman Emeritus with effect from the same date. Mr. Farrokh K. Kavarana is also a Special Director on the Board of Director of our Company, appointed by Tata Sons Limited, Promoter of our Company in terms of Article 124 of the Article of Association of our Company. A Director appointed as a Special Director shall not be liable to retire by rotation or subject to the provision of the Act be removed from the office except by Tata Sons Limited or its nominees or its successors. Mr. Farrokh K. Kavarana is also the Chairman on the Board of other companies viz., Trent Brands Limited, Tata Projects Limited, Tata AIG Life Insurance Company Limited, Tata AIG Company Limited, Tata Asset Management Limited, Tata Tea Inc., Tatatech Inc., Exegenix Canada Inc. and Inter Consumer Goods AG. Managing Director: Mr. Noel N. Tata was appointed on the Board of Directors with effect from. December 18, 1997. He has been appointed as the Managing Director of our Company with effect from June 15, 1999. Mr. Noel N. Tata, is a Graduate of Sussex University (U.K.) and IEP (INSEAD). He has worked for two years with Nestle, U.K., as a product manager. He has also worked as senior general manager with Tata Exports Limited (now Tata International Limited) for 13 years. Mr. Noel N. Tata possesses the necessary experience and expertise in the retail business.

8 Issue Management Team Company Secretary & Compliance Officer Mrs. H.R. Wadia Company Secretary Taj Building, 2nd floor, 210, Dr. D.N. Road Mumbai 400001, India Tel. No. : +91-22- 2207 7205; +91-22-2207 1464 Fax No. : +91-22-2207 0216 Email: [email protected] Website: www.mywestside.com Lead Manager to the Issue DSP Merrill Lynch Limited Mafatlal Center 10th Floor Nariman Point, Mumbai 400 021 India Tel. No.: +91- 22- 6632 8000 Fax. No.: +91- 22- 2204 8518 Email: [email protected] Website: www.dspml.com Contact Person: Mr. Abhishek Garg / Mr. Ateet Sanghavi Registrars to the Issue Intime Spectrum Registry Limited Unit: Trent Limited-Rights Issue C-13, Pannalal Silk Mills Compound, Bhandup (West), Mumbai 400 078, India Tel.: +91 22 2596 0320 Tel.: +91 22 2596 0328 / 29 Email: [email protected] Website:www.intimespectrum.com Contact Person: Mr. Vishwas Attavar Registrar and Transfer Agents for the Company TSR Darashaw Limited 6/10, Haji Moosa Patrawala Industrial Estate 20,Dr. E. Moses Road Mahalaxmi, Mumbai 400 011, India Tel: +91- 22-6656 8484 Fax: +91-22- 6656 8494 Email: [email protected] International Legal Advisor to the Lead Manager Jones Day 29th Floor, Edinburgh Tower The Landmark, 15 Queen's Road Central Hong Kong Phone: +852 2526 6895 Fax: +852 2868 5871 Email: [email protected]

9 TRENT LIMITED

Domestic Legal Advisors to the Lead Manager M/s. Crawford Bayley & Co State Bank Buildings, 4th floor N.G.N Vaidya Marg, Mumbai 400 023 India Tel.: +91-22-2266 3713 Fax. : +91-22-2266 3978 Email: [email protected] Auditors to the Company N.M. Raiji & Co Chartered Accountants Universal Insurance Building Pherozeshah Mehta Road Mumbai 400 001, India Tel: +91-22-2287 0068 Fax: +91-22-2282 8646 Email: [email protected] Bankers to the Company Citibank N. A. Citigroup Center 6th Floor, Bandra Kurla Complex Bandra (E), Mumbai: 400 051, India Tel: +91-22-2653 5690 Fax: +91-22 2653 5824 HDFC Bank Trade World New Bldg., 2nd Floor Kamala Mills, Senapati Bapat Marg, Lower Parel Mumbai: 400 013, India Tel : +91-22 2498 8484 Fax: +91-22 2496 3871 ICICI Bank ICICI Bank Tower Bandra Kurla Complex Mumbai: 400 051 India Tel : +91-22 2653 1414 Fax: +91-22 2653 1233 Bankers to the Issue HDFC Bank Trade World New Bldg., 2nd Floor Kamala Mills, Senapati Bapat Marg, Lower Parel Mumbai: 400 013, India Tel : +91-22 2498 8484 Fax: +91-22 2496 3871

10 Citibank N. A. Citigroup Center 6th Floor, Bandra Kurla Complex Bandra (E) Mumbai: 400 051 India Tel: +91-22-2653 5690 Fax: +91-22 2653 5824 HSBC Bank 52/60, Mahatma Gandhi Road Fort, Mumbai - 400001 India Tel: +91 -22- 2267 4921 Fax: + 91 -22-2265 8312 Note: Investors are advised to contact the Registrars to the Issue/Compliance Officer in case of any pre-issue / post-issue related problems such as non-receipt of Letter of Offer / Letter of Allotment / Share Certificate(s) / Refund Orders / Demat Credit. Credit Rating Details Our present issue has not been rated by any Credit Rating Agency. Credit Rating details of our Company for previous three years. For NCDs our Company has obtained the following credit ratings: Borrowing Program Amount Rating Agency Rating Date of Rating Letter NCD of Rs. 6560.0 lakhs Rs. 6560.00lakhs Credit Analysis & AA December 27, 2006 Research Ltd (CARE) NCD of Rs. 6560.0 lakhs Rs. 6560.0 lakhs ICRA Limited LAA- December 8, 2006 CARE "AA" (Pronounced Double A): Instruments carrying this rating are judged to be of high quality by all standards. They are also classified as high investment grade. They are rated lower than CARE AAA securities because of somewhat lower margins of protection. Changes in assumptions may have a greater impact or the long-term risks may be somewhat larger. Overall, the difference with CARE AAA rated securities is marginal. ICRA "LAA-"(Pronounced L Double A minus): The rated instrument carries low credit risk. "LAA-" is one notch lower than "LAA". Other than the above, our Company has confirmed that there are no other ratings in last three fiscal years. Inter-se Allocation of Responsibilities Not applicable Debenture Trustees Our Company does not have any debenture trustees for the current issue. Monitoring Agency Not Applicable Appraising Entity Not Applicable Underwriting Details Our Company has not entered into any standby arrangements with underwriters for underwriting the present issue.

11 TRENT LIMITED

Impersonation As a matter of abundant caution, attention of the applicants is specifically drawn to the provisions of subsection (1) of Section 68A of the Act which is reproduced below: "Any person who makes in a fictitious name an application to a company for acquiring, or subscribing for, any shares therein, or otherwise induces a company to allot, or register any transfer of shares therein to him, or any other person in a fictitious name, shall be punishable with imprisonment for a term which may extend to five years". (xii) Minimum Subscription If our Company does not receive the minimum subscription of 90% of the issue, the entire subscription shall be refunded to the applicants within forty two days from the date of closure of the issue. If there is delay in the refund of subscription by more than 8 days after our Company becomes liable to pay the subscription amount (i.e. forty two days after closure of the issue), our Company will pay interest for the delayed period, at rates prescribed under sub-sections (2) and (2A) of Section 73 of the Act. The issue will become undersubscribed after considering the number of shares applied as per the entitlement plus additional shares. The undersubscribed portion can be applied for only after the close of the Issue. Tata Sons Limited (Promoter) either by itself or through its associated Tata companies and Tata Investment Corporation Limited (one of the Promoter Group Company) either by itself or through its associated Tata companies have undertaken to subscribe to such unsubscribed portion if the issue does not have subscription to the extent of 90% of the Issue size, after considering the above allotment, to ensure that the Issue is successful. This acquisition of additional Equity Shares, if allotted to the Tata Sons Limited, Tata Investment Corporation Limited and their associated Tata companies shall be in terms of proviso to Regulation 3(1)(b)(ii) of the Takeover Code and will be exempt from the applicability of Regulations 11 and 12 of Takeover Code. This disclosure is made in terms of the requirement of Regulation 3(1)(b)(ii) of the Takeover Code. Further this acquisition will not result in change of control of management of our Company. Note: 1. Investors are advised to contact the Registrar to the Issue/ Compliance Officer in case of any pre-issue/post- issue related problems such as non-receipt of Letter of Offer/ Abridged Letter of Offer/ CAF/ Letter of Allotment/ Share Certificate(s)/ Refund Orders. 2. The funds received against this Issue will be transferred to a separate bank account other than the bank account referred to in sub-section (3) of Section 73 of the Act. NO OFFER IN UNITED STATES The Rights Entitlement and the Equity Shares of the Company are not registered under the United States Securities Act, 1933, as amended, and the Rights Issue is not, and under no circumstances is to be construed as, an offering of any shares or rights for sale in the United States. For further details please see "Terms of the Present Issue" on page 210 of this Letter of Offer.

12 CAPITAL STRUCTURE

As on January 31, 2007 Amount (Rs. Lakhs) Authorised Share Capital* 2,00,00,000 Equity Shares of Rs. 10/- each 2,000.00 50,00,000 Unclassified Shares of Rs. 10/- each 500.00 2,500.00 Issued, Subscribed & Paid-up Share Capital 1,57,60,737 Equity Shares of Rs 10/- each fully paid- up 1,576.07 1,576.07 Present issue being offered to the existing Shareholders through the Letter of Offer 31,52,147 Equity Shares of Rs. 10/- each, @ Rs. 500/- each for cash 1,5760.74 1,5760.74 Paid-up Capital after the issue 1,89,12,884 Equity Shares of Rs. 10/- each fully paid-up 1,891.29 Securities Premium Account Existing Securities Premium Account 13,423.27 On Allotment of Proposed Rights Issue 15,445.52 Total After the Proposed Rights Issue 28,868.79 * The Board of Directors vide Resolution dated December 5, 2006 have resolved to classify the Authorised Share Capital of Rs. 2,500 lakhs, into 200 lakh Equity Shares of Rs. 10/- each and 50 lakh unclassified shares of Rs. 10/- each from 150 lakh Equity Shares of Rs. 10/- each and 100 lakh unclassified shares of Rs. 10/- each. Consequently, the Memorandum and Articles of Association of our Company will be amended at the next General Meeting. Notes to the Capital Structure: i. The Capital Structure Statement is prepared on the assumption that proposed rights issue of Equity Shares 31,52,147 @ Rs. 500 per share will be subscribed fully. ii. Out of the total 13,10,047 detachable warrants issued in July 2005, 5,62,121 warrants are outstanding. These warrant holders have the option to subscribe to our equity shares within 30 days after the expiry of a period of 54 months commencing from July 7, 2005 in the ratio of one equity share for each warrant held at an exercise price of Rs. 650/- per share. The Capital Structure does not take into consideration these warrants. iii. Tata Sons Limited and Tata Investment Corporation Limited are the holders of 5,85,000 warrants issued on December 22, 2006, having an option to subscribe to our Equity Shares after June 1, 2007 but not later than March 31, 2008 in the ratio of one Equity Share for each warrant held. The Capital Structure does not take into consideration these warrants. iv. Our Statutory auditors M/s. N.M Raiji & Co. have vide their certificate dated January 15, 2007, certified that our Company has complied with all provisions in respect of the issue of Equity Shares and Warrants on preferential basis to Tata Sons Limited and Tata Investment Corporation Limited, as per the Disclosure and Investor Protection Guidelines, 2000 issued by SEBI for Preferential Issues and that we have complied with all the legal and statutory formalities and that no statutory authority has restrained our Company from issuing these shares and warrants.

13 TRENT LIMITED

(i) Share Capital History A. From 1952-53 to 1992-93 Year Date of Date when No. of Face Issue Cumulative Cumulative Nature of Allotment made fully Shares Value Price share capital share capital Payment paid-up (Rs.) (Rs.) (No. of (Rs.) Shares) 1952-53 N. A. 250 1,000 1,000.00 250 2,50,000 Cash 1954-55 N. A. 250 1,000 1,000.00 500 5,00,000 Cash 1972-73 January 10, January 11, 20,000 100* 100.00 25,000* 15,00,000 Cash - Rs.50/- 1973 1978 called-up on 20,000 shares 1977-78 January 11, January 11, -- -- 100.00 25,000 25,00,000 Cash - Bal. Rs.50/- 1978 1978 called-up on 20,000 shares 1978-79 December 19, December 19, 20,000 100 Nil 45,000 45,00,000 Bonus in the ratio 1978 1978 of 4:5 1981-82 February 9, February 9, 36,000 100 Nil 81,000 81,00,000 Bonus in the ratio 1982 1982 of 5:4 1982-83 February 7, 1983 February 7, 1983 5,00,000 10** 20.00 13,10,000 1,31,00,000 Cash (Public issue) 1985-86 April 28, 1986 April 28, 1986 5,24,000 10 Nil 18,34,000 1,83,40,000 Bonus in the ratio of 2:5 1987-88 N. A. 2,69,690 10 25.00 21,03,690 2,10,36,900 Issued on conversion of 13.5% Convertible Debentures 1989-90 December 20, December 20, 10,51,845 10 Nil 31,55,535 3,15,55,350 Bonus in the ratio 1989 1989 of 1:2 1992-93 September 9, September 9, 11,04,437 10 85 42,59,972 4,25,99,720 Rights Issue to 1992 1992 employees March 18, 1993 March 18, 1993 1,04,500 10 Nil 43,64,472 4,36,44,720 Issued to the members of Breul Investments Limited, consequent to its amalgamation with our Company without payment received in cash *The Shares of face value of Rs. 1,000 each were subdivided into an Ordinary (Equity) Share of face value of Rs. 100 each vide the approval given by the general body at the Annual General Meeting held on June 26, 1963 ** The Shares of face value of Rs. 100 each were subdivided into an Equity Share of face value of Rs. 10 each vide the approval given by the general body at the Extraordinary General Meeting held on September 17, 1982

14 B. From 1993- 94 till date Date of Date on No. of Face Issue Cumulative Cumulative Nature of Payment Allotment which fully Shares Value Price Share Capital Share Capital paid-up (Rs.) (Rs.) (No. of shares) (Rs.) December 9, 1994 # 1,09,333 10 Nil 44,73,805 4,47,38,050 Issued to the members of Miaami Pharma & Chemicals Limited, consequent to its amalgamation with our Company without payment received in cash January 9, 1995 # 22,36,902 10 Nil 67,10,707 6,71,07,070 Bonus in the ratio of 1:2 January, 1997 # 67,10,707 10 Nil 1,34,21,414 13,42,14,140 Bonus in the ratio of 1:1 During the financial # (3,03,650) 10 Nil 1,31,17,764 13,11,77,640 Cancelled pursuant to scheme year 1998-99 of amalgamation of Trent Limited & Lakme Limited July 7, 2005 # 13,10,047 10 400 1,44,27,811 14,42,78,110 Issued on conversion of compulsorily and automatically convertible portion of Partly Convertible Debentures, which were issued to the shareholders in proportion to their shareholding. ** December 18, 2006 # 7,47,926 10 650 1,51,75,737 15,17,57,370 Issued on conversion of detachable warrants issued along with the Partly Convertible Debentures by a Rights Issue in July 2005** December 22, 2006 # 5,85,000 10 856.86 1,57,60,737 15,76,07,370 Issued to promoters on preferential basis in December 2006. # Fully paid up on the date of allotment. ** Our Company by its rights issue dated April 29, 2005, allotted 13,10,047 Partly Convertible Debentures (PCDs) of Rs. 900/- each for cash at par aggregating Rs. 11790.42 lakhs with detachable warrants on rights basis to the existing equity shareholders of our Company in the ratio of one PCD with one Detachable Warrant for every 10 equity shares held on May 6, 2005 (Record Date). Our Company on July 7, 2005 issued 13,10,047 Equity Shares of Rs. 10/- each at premium of Rs. 390 on conversion of the compulsorily and automatically convertible portion of Partly Convertible Debentures, which were issued to the shareholders in proportion to their shareholdings. On December 18, 2006, Our Company issued and allotted 7,47,926 Equity Shares of Rs. 10/- each at premium of Rs. 640/- on conversion of detachable warrants issued along with the Partly Convertible Debentures by a Rights Issue in July 2005. Our Company on December 22, 2006 issued and allotted 5,85,000 Equity Shares of Rs. 10/- each at a premium of Rs. 846.86 per share to the promoters on a preferential basis. There are presently no outstanding Partly Convertible Debentures as on the date of filing this Letter of Offer.

15 TRENT LIMITED

(i) Details of Lock - in for Promoter and Promoter Group Pursuant of Preferential Allotment of Shares.

Sr. Name of the Date of Date when Nature of No. of Face Issue Price/ % of pre Lock - in Period No. Promoter Allotment/ made fully allotment Shares Value Transfer Price Issue with effect from Transfer paid up December 22, 2006. 1. Tata Sons Limited March 31, 1993 March 31, 1993 Cash 5,00,021 10 235.50 3.17% 6 months June 16, 1993 June 16, 1993 Cash 2,60,400 10 241.70 1.65% 6 months June 25, 1993 June 25, 1993 Cash 1,36,400 10 241.70 0.87% 6 months January 9, 1995 January 9, 1995 Bonus in 4,48,410 10 Nil 2.85% 6 months the ratio of 1:2 January 18, 1996 January 18, 1996 Cash 40,000 10 266.20 0.25% 6 months March 4, 1996 March 4, 1996 Cash 2000 10 266.45 0.01% 6 months November 29, 1996 November 29, 1996 Bonus in 13,87,231 10 Nil 8.80% 6 months the ratio of 1:1 February and February and Cash 84,223 10 165.39 0.53% 6 months March 2003 March 2003 June 1, 2003 June 1, 2003 Cash 26,845 10 179.79 0.17% 6 months July 7, 2005 July 7, 2005 conversion of 288,553 10 400.00 1.83% 6 months the convertible debenture part of Rights PCDs December 18, 2006 December 18,,2006 on exercise of 288,553 10 650.00 1.83% 6 months warrants issued with rights PCDs December 22, 2006 December 22, 2006 Cash 3,75,000 10 856.86 2.38% 3 years Total 38,37,636 24.35% 2. Tata Investment March 9, 2000 March 9, 2000 Cash 4,197 10 82.87 0.03% 6 months Corporation Limited July 2, 2001 July 2, 2001 Cash 2,800 10 69.44 0.02% 6 months July 3, 2001 July 3, 2001 Cash 3,000 10 66.15 0.02% 6 months July 4, 2001 July 4, 2001 Cash 3,700 10 70.57 0.02% 6 months July 6, 2001 July 6, 2001 Cash 4,350 10 69.19 0.03% 6 months September 7, 2001 September 7, 2001 Cash 12,261 10 64.86 0.08% 6 months September 11, 2001 September 11, 2001 Cash 1,857 10 64.36 0.01% 6 months September 12, 2001 September 12, 2001 Cash 20,000 10 65.55 0.13% 6 months September 14, 2001 September 14, 2001 Cash 5,082 10 63.02 0.03% 6 months September 17, 2001 September 17, 2001 Cash 2,800 10 56.82 0.02% 6 months September 18, 2001 September 18, 2001 Cash 2,772 10 60.01 0.02% 6 months September 19, 2001 September 19, 2001 Cash 3,700 10 61.05 0.02% 6 months September 20, 2001 September 20, 2001 Cash 5,000 10 61.34 0.03% 6 months September 21, 2001 September 21, 2001 Cash 14,677 10 61.35 0.09% 6 months December 10, 2001 December 10, 2001 Cash 5,000 10 73.80 0.03% 6 months December 11, 2001 December 11, 2001 Cash 2,880 10 74.18 0.02% 6 months December 12, 2001 December 12, 2001 Cash 10,549 10 74.60 0.07% 6 months December 13, 2001 December 13, 2001 Cash 5,965 10 72.91 0.04% 6 months December 14, 2001 December 14, 2001 Cash 2,044 10 71.64 0.01% 6 months December 15, 2001 December 15, 2001 Cash 6,030 10 73.20 0.04% 6 months December 18, 2001 December 18, 2001 Cash 3,970 10 73.56 0.03% 6 months December 19, 2001 December 19, 2001 Cash 7,993 10 73.30 0.05% 6 months December 20, 2001 December 20, 2001 Cash 10,000 10 72.12 0.06% 6 months December 21, 2001 December 21, 2001 Cash 10,000 10 70.44 0.06% 6 months December 24, 2001 December 24, 2001 Cash 4489 10 69.54 0.03% 6 months December 26, 2001 December 26, 2001 Cash 5,000 10 70.90 0.03% 6 months December 27, 2001 December 27, 2001 Cash 3,786 10 70.44 0.02% 6 months

16 Sr. Name of the Date of Date when Nature of No. of Face Issue Price/ % of Post Lock - in Period No. Promoter Allotment/ made fully allotment Shares Value Transfer Price Issue with effect from Transfer paid up December 22, 2006.

December 28, 2001 December 28, 2001 Cash 4,734 10 70.14 0.03% 6 months January 2, 2002 January 2, 2002 Cash 3,751 10 72.26 0.02% 6 months January 3, 2002 January 3, 2002 Cash 2,613 10 72.18 0.02% 6 months July 7, 2005 July 7, 2005 conversion of 41,961 10 400.00 0.27% 6 months the convertible debenture part of Rights PCDs December 22, 2006 December 22, 2006 Cash 2,10,000 10 856.86 1.33% 3 years

Total 4,26,961** 2.71% (ii) The Shareholding of our Promoter Group not subject to lock-in is as follows:

Sr. Name of the Date of Date of No. of Face Issue/ Nature of % of Pre- No. Promoter/ Allotment Transfer Equity Shares Value (Rs.) Transfer Allotment Issue Promoter group Price Paid up Capital 3 Af-tab Investment Co. Ltd 1992 1,14,000 10 98.97 Cash 0.72% 1993 39,234 10 91.00 Cash 0.25% January 9, 1995 76,617 10 Nil Bonus in the 0.49% ratio of 1:2 1995 3,283 10 180.15 Cash 0.02 November 29, 1996 2,33,134 10 Nil Bonus in the 1.48% ratio of 1:1 November 24, 1999 (15,000) 10 135.75 Shares sold 2004-05 (2,24,000) 10 423.35 Shares sold July 7, 2005 22,727 10 400 On Rights Basis December 18, 2006 22,727 10 650 Issued on conversion of warrants Total 2,72,722 1.73 4. Questar Investment Ltd. June 9, 1995 100 10 162.62 Cash Nov. 29, 1996 100 10 Nil Bonus in the ratio of 1:1 July 7, 2005 25 10 400 On Rights Basis Dec. 18, 2006 25 10 650 Issued on conversion of warrants Total 250 0.00 5. Fiora Services Ltd. Feb. 22, 2001 50,000 10 94.10 Cash Feb. 26, 2001 25,000 10 91.28 Cash Feb. 27, 2001 25,000 10 90.67 Cash March 22, 2001 17,500 10 65.97 Cash March 23, 2001 32,500 10 66.58 Cash Sept. 18, 2001 1,721 10 59.96 Cash Sept. 25, 2001 3,339 10 62.05 Cash Sept. 26, 2001 4,044 10 62.13 Cash Sept. 27, 2001 839 10 62.09 Cash Total 1,59,943 1.02

17 TRENT LIMITED

(ii) Shareholding Pattern before and after the Issue is as under: Number of % Number of % Shares Pre-Issue* Shares Post-Issue** Promoter Group Promoter - Tata Sons Limited 38,37,636 24.35 46,05,163 24.35 Other Companies of Promoter Group Tata Investment Corporation Limited 4,26,961 2.71 5,12,353 2.71 Af-Taab Investment Company Limited 2,72,722 1.73 3,27,266 1.73 Questar Investments Limited 250 0.00 300 0.00 Fiora Services Limited 1,59,943 1.02 1,91,932 1.02 Total of Promoter Group 46,97,512 29.81 56,37,014 29.81 Mutual Funds 27,77,968 17.63 33,33,562 17.63 Banks & Financial institutions 46,845 0.30 56,214 0.30 FIIs 19,51,136 12.38 23,41,363 12.38 Others 62,87,276 39.88 75,44,731 39.88

Total 1,57,60,737 100 1,89,12,884 100 *As ofApril 30, 2007 **Since the current issue is a Rights Issue, the shareholding pattern post-issue will remain unchanged, assuming that all the applicants exercise their rights in full. (iii) Details of purchase and sale of securities of our Company by the Promoter and Directors of Promoter, in the last 6 months During the last six months, preceding the date of this Letter of Offer, Tata Sons Limited (TSL), the Promoter of our Company, the Promoter Group and the Directors of our Company, have neither purchased nor sold any shares of our Company. During the last six months, our Promoter, Tata Sons Limited was allotted 288,553 equity shares pursuant to the conversion of warrants and 3,75,000 equity shares on a preferential basis. Similarly, our Promoter Group Companies, Af-taab Investment Co. Ltd. was allotted 22,727 equity shares pursuant to conversion of warrants, Tata Investment Corporation Ltd. was allotted 2,10,000 equity shares on a preferential basis and Questar Investments Ltd. was allotted 25 equity shares pursuant to conversion of warrants. Our Director, Mr. Khushroo N. Suntook was also allotted 25 shares pursuant to conversion of warrants (iv) Details regarding Top 10 Shareholders: The details of top 10 shareholders and the number of shares held by them are as below: A. As on date of filing the Letter of Offer with Stock Exchange Details as on April 30, 2007 Sr. No. Name No. of Shares % to Capital 1. Tata Sons Limited 38,37,636 24.35 2. Oppenheimer Funds Inc. A/C Oppenheimer Developing Markets Fund 7,01,326 4.45 3. Franklin India Smaller Companies Fund 5,69,251 3.61 4. Tata Investment Corporation Limited 4,26,961 2.71 5. UTI-Equity Fund 4,22,177 2.68 6. Templeton Mutual Fund A/C Franklin India Flexi Cap Fund 3,92,144 2.49 7. HDFC Trustee Company Limited A/C HDFC Long Term Equity Fund 3,25,000 2.06 8 UBS Securities Asia Limited A/C Swiss finance Corporation (Mauritius) Limited 3,17,904 2.02 9. Kamal Kabra 2,82,000 1.79 10. Af-Taab Investment Company Limited 2,72,722 1.73 TOTAL 75,47,121 47.89

18 B. 10 days prior to filing the Letter of Offer with the Stock Exchange. Details as on April 20, 2007 Sr. No Name of Shareholder Number of % Shares to Capital 1. Tata Sons Limited 38,37,636 24.35 2. Oppenheimer Funds Inc.A/C Oppenheimer Developing Markets Fund 7,01,326 4.45 3. Franklin India Smaller Companies Fund 5,69,251 3.61 4. Tata Investment Corporation Limited 4,26,961 2.71 5. UTI-Equity Fund 4,22,177 2.68 6. HDFC Trustee Company Limited A/C HDFC Long Term Equity Fund 3,25,000 2.06 7. Ubs Securities Asia Limited A/C Swiss Finance Corporation (Mauritius) Ltd. 3,17,904 2.02 8. Templeton Mutual Fund A/C Franklin India Flexi Cap Fund 2,92,604 1.86 9. Kamal Kabra 2,82,000 1.79 10. Af-Taab Investment Company Limited 2,72,722 1.73 TOTAL 74,47,581 50.16 Note : (1) 38,37,636 shares held by Tata Sons Limited as on April 20, 2007 includes the 2,885,530 shares held on April 29, 2005, the 288,553 shares allotted on July 7, 2005 on conversion of the convertible debentures part of the PCD issued on rights basis, the 288,553 shares allotted on December 18, 2006 pursuant to conversion of warrants issued on rights basis and the 375,000 shares alloted on December 22, 2006 on preferential basis. C. Two years prior to filing the Letter of Offer with the Stock Exchange Details as on April 29, 2005 Sr. No. Name of the Shareholder No. of Shares % to Capital 1 Tata Sons Limited 28,85,530 22.00 2 Oppenheimer Funds Inc.A/C Oppenheimer Developing Markets Fund 6,40,716 4.88 3 Morgan Stanley And Co International Ltd A/C Morgan Stanley Dean Witter M 5,24,208 4.00 4 Citigroup Global Markets Mauritius Private Ltd 3,48,429 2.66. 5 Kamal Kabra 2,55,000 1.94 6 Arisaig Partners (Asia) Pte Ltd A/C Arisaig India Fund Ltd 2,52,891 1.93 7 Alliance Capital Mutual Fund A/C Alliance equity Fund 2,50,534 1.91 8 Af-Taab Investment Company Limited 2,27,268 1.73 9 India Liberalisation Fund (Mauritius) Ltd 1,88,018 1.43 10 Tata Investment Corporation Limited 1,75,000 1.33 Total 57,47,594 41.15 (v) Shares covered by Orders of the Special Court (Trial of Offences relating to Transactions in Securities) Act, 1992. As per the directions received from the Special Court under various petitions, the shares pertaining to notified persons viz., Harshad Mehta and Group/alleged benami holders have been transferred in favour of the respective petitioners.Hence, no rights entitlement on these shares is required to be held in abeyance. The existing Equity Shares of our Company also include 12324 Equity Shares of Rs.10/- each, which are the subject matter of various suits filed in the courts/forum by the third parties for which final order from the court/forum is awaited. Hence the rights on these shares will have to be kept in abeyance, pending final disposal of the case.

19 TRENT LIMITED

(vi) No further issue of capital whether by way of issue of bonus shares, preferential allotment, rights issue or in any other manner will be made by our Company during the period commencing from submission of the Letter of Offer with SEBI till the Securities referred to in this Letter of Offer have been listed, or application money is refunded on account of failure of the issue. Other than the issue of Equity Shares on exercise of existing ESOPS and Warrants issued on Preferential basis. (vii) Our Company presently does not have any intention or proposal to alter its capital structure within a period of six months from the date of opening the issue, by way of split/consolidation of the denominations of Shares or further issue of Shares whether preferential or otherwise. (viii) Our Company has 33,455 Equity Shareholders as on April 30, 2007 . (ix) At any given point of time there shall be only one denomination for the Shares of our Company and we shall comply with such disclosure and accounting norms as may be prescribed by SEBI. (x) Our Company has not raised any bridge loan against the proceeds of this issue. (xi) Our Company has not entered into any buyback or standby arrangements. (xii) The rights entitlement of the Promoter/Promoter Group will be fully subscribed. (xiii) The Issue will remain open for 30 days. However, the Board will have the right to extend the Issue period as it may determine from time to time but not exceeding 60 days from the Issue Opening Date (xiv) If our Company does not receive the minimum subscription of 90% of the issue, the entire subscription shall be refunded to the applicants within forty two days from the date of closure of the issue. If there is delay in the refund of subscription by more than 8 days after our company becomes liable to pay the subscription amount (i.e. forty two days after closure of the issue), our company will pay interest for the delayed period, at rates prescribed under sub- sections (2) and (2A) of Section 73 of the Companies Act, 1956. (xv) The issue will become undersubscribed after considering the number of shares applied as per the entitlement plus additional shares. The undersubscribed portion can be applied for only after the close of the Issue. Tata Sons Limited (Promoters) either by itself or through its associated Tata companies and Tata Investment Corporation Limited (one of the Promoter Group Companies) either by itself or through its associated Tata companies have undertaken to subscribe to such unsubscribed portion if the issue does not have subscription to the extent of 90% of the Issue size, after considering the above allotment, to ensure that the Issue is successful. This acquisition of additional Equity Shares, if allotted to the Tata Sons Limited, Tata Investment Corporation Limited and their associated Tata companies shall be in terms of proviso to regulation 3(1)(b)(ii) of the Takeover Code and will be exempt from the applicability of regulation 11 and 12 of Takeover Code. This disclosure is made in terms of the requirement of Regulation 3(1)(b)(ii) of the Takeover Code. Further this acquisition will not result in change of control of management of our Company. (xvi) For Equity Shares being offered on rights basis under this Issue, shareholders are entitled to the allotment of one equity share for every 5 equity shares held. For Equity Shares being offered on rights basis under this Rights issue, if the shareholding of any of the Equity Shareholders is less than five Equity Shares or is not in multiples of 5, the fractional entitlement of such holders shall be ignored. Shareholders whose fractional entitlements are being ignored would be given preference in allotment of ONE additional share each if they apply for additional shares. For eg; If a Shareholder holds 8 Equity Shares, he will be entitled to One Equity Share on Rights Basis. He will also be given a preference for allotment of One additional Equity Share if he has applied for the same. Those Equity shareholders holding less than five Equity Shares and therefore entitled to zero Equity Shares under the Right Issue shall be despatched a CAF with zero entitlement. Such equity shareholders are entitled to apply for additional Equity Shares. However, they cannot renunciate the same to third parties. CAF with zero entitlement will be non-negotiable /non-renunciable. For eg; If a Shareholder holds 4 Equity Shares, he will be entitled to Nil Equity Shares on Rights Basis. He will be given a preference for allotment of One additional Equity Share if he has applied for the same. (xvii) We have instituted a stock option plan, called ESOP 2005 to attract, retain and reward employees and directors performing services for our Company and to motivate such employees and directors to contribute to the growth and profitability of our Company. As of the date of filing this Letter of Offer, we have granted the following options under ESOP 2005 pursuant to the provisions of the Securities and Exchange Board of India (Employee Stock Option Scheme) Guidelines, 1999:

20 Options Granted 45,850 Equity Shares of Rs. 10/- each Pricing Formula Rs. 10/- per share Options vested Nil since options are not exercisable before the expiry of two years from the grant of option Options Exercised Nil The total number of Equity Shares arising Nil as a result of exercise of options Options lapsed (as at January 31, 2007) 7,700 Variation of terms of options Nil Money realised by exercise of options 0 Total number of options in force 38,150 Details of individual grants: Employee wise details of options granted to (i) Senior managerial employees (i) Mr. Noel N. Tata-Managing Director- 5,000 options (ii) Mr. P.K Anand-V.P Operations-1, 500 options (ii) Any other employee who received a grant Nil in any one year of options amounting to 5% or more of option granted during that year (iii) Identified employees who are granted Nil options, during any one year equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of our Company at the time of grant Diluted Earning Per Share (EPS) pursuant to Rs. 18.90 issue of shares on exercise of options calculated in accordance with Accounting Standard (AS) 20 'Earnings per Share' (i) Method of calculation of employee Our Company has calculated the employee compensation cost compensation cost using the intrinsic value method of accounting to account for the options issued. The stock-based compensation cost as per the intrinsic value method for ten months for the year ending January 31, 2007 is Rs. 127.80 Lakhs (ii)Difference between the employee compensation Had the fair value method been used the employee cost so Computed at (i) above and the compensation cost would have been lower by Rs. 6.50 Lakhs employee compensation Cost that shall have been recognized if it had used the Fair value of the options (iii)The impact of this difference on profits and Had the fair value method been used, in respect of stock on EPS of the company options granted, Profit after tax would have been higher by Rs. 6.50 Lakhs and the basic and diluted earnings per share would have been higher by Re. 0.05 and Re. 0.04 respectively Weighted average exercise price and weighted Nil average fair value Fair value of Options based on Black Scholes methodology: Risk-free interest rate 6.25% Expected life 2.13 years Expected volatility 47.98% Expected Dividends Rs. 6 per share Closing market price of share on date of Rs. 865.20 option grant

21 TRENT LIMITED OBJECTS OF THE ISSUE

The net proceeds from this Issue will be used to expand/strengthen the existing chain of Westside Department Stores and the Star India Bazaar Hypermarket Stores to other cities, to enable us to consolidate our position in the existing markets and to make in-roads into new markets. Our Company intends to use the net proceeds of the present Issue for the following purposes:  Setting up additional stores in existing cities as well as in new cities in both categories viz. Westside and Star India Bazaar  Upgrading the existing Westside stores and our Company infrastructure The main objects clause and objects incidental or ancillary to the main objects clause of the Memorandum of Association of our Company enable us to undertake its existing activities and the activities for which the funds are being raised through this Issue. Our requirement of funds Our requirement of funds for setting up of 30 new stores, up gradation and expansion of some of our existing stores over the next three financial years and meeting issue expenses is Rs 15,948 Lakhs as detailed below: Activities Amount for the period (Rs in Lakhs) Total Project Cost FY 2007 FY 2008 FY 2009 FY 2010 Setting up of new stores Expenditure on Establishment of 15,498 1,205 4,185 6,756 3,352 New Retail Stores Upgradation and Expansion of 330 330 - - - Existing Stores Issue Expenses 120 120 - - - Total 15,948 1,655 4,185 6,756 3,352 Means of Finance: Our requirement of funds is proposed to be financed through proposed Rights Issue and internal accruals, as detailed below: Means of Finance (Rs in Lakhs) Present Rights Issue 15,761 Internal Accruals 187 Total 15,948 The above fund requirement is based on the current business plan of our Company. In view of the highly competitive and dynamic nature of the industry in which our Company operates, our Company may have to revise its business plan from time to time and consequently its fund requirements may also change. This may include rescheduling of capital expenditure programs, starting non-planned new projects, terminating projects currently planned and increase or decrease in the capital expenditure for a particular business unit vis-à-vis current plans at the discretion of our Management. In case of any shortfall/cost overrun, we intend meeting the fund requirements through our own resources. Any balance proceeds of the issue in addition to the above mentioned requirements, if any, will be used for General Corporate Purposes. Our internal accruals (our adjusted restated net profits plus depreciation) for the period April 1, 2006 to

22 January 31, 2007 as per audited accounts are Rs 3,452 Lakhs. As the above fund requirement and deployment are not appraised by any bank or financial institution, in case of any variations in the actual utilization of funds earmarked for the above activities, increased fund deployment for a particular activity may be met with by surplus funds, if any available in the other activities. As on April 20, 2007 we had incurred Rs. 770.67 Lakhs as expenses including advances for the above activities. This expenditure has been presently funded through our internal accruals. We intend to utilize the issue proceeds for replenishing the internal accruals to the extent of expenditure already incurred on above activities. Expenditure on establishement of new retail stores and Upgradation and Expansion of existing stores We plan to use the funds raised for the setting up following number of stores: Year ending Number of New Stores March 31, 2007 2 March 31, 2008 8 March 31, 2009 14 March 31, 2010 6 Of the above 30 stores, 29 stores have been identified. Of the proposed 30 stores, 20 are Westside stores and 10 are Star India Bazaar Stores. Setting up additional stores will help us expand our reach and serve additional customers in existing and new locations, and help us with our growth plans. Store Capital Expenditure and Deposits for Store Sites and Upgradation and expansion of our existing stores We intend to enter into definitive ownership or long-term lease, leave and license, conducting or other arrangement with the developers/ property owners for all the planned new stores. We have already entered into preliminary contractual arrangements with the developers/ property owners for 29 out of the planned 30 new stores. The remaining locations are at various stages of identification and finalisation. Total expenditure incurred on establishment of new retail stores, and upgradation and expansion of existing stores as on April 20, 2007 as per the certificate given by N.M. Raiji & Co, Chartered Accountants is Rs. 766.62 Lakhs. Entire expenditure has been financed from internal accrual. We estimate the total fund requirement for capital expenditure for establishment of proposed 30 stores and expansion and upgradation of our existing stores at Rs.15,828 Lakhs.The estimated cost for establishment primarily comprises of advance rent and deposit for lease/license arrangements, expenditure on installation of air-conditioning equipment, escalators/elevators, generator sets, electrical lighting, interiors, furniture, fixtures, security system, in-store IT systems, display equipments, civil work and establishment related expenses. We enter into contracts with vendors for the supply of the same a few months before we expect the property to be handed over to us to operate our stores. Since these are standard equipment available from various vendors in India and overseas, we foresee no difficulty in sourcing the same even at a short notice. Particulars Expenditure on Upgradation and Establishment of Expansion of New Retail Stores Existing Stores Total Proposed Expenditure on Deposits 3,765 - 3,765 Proposed Store Capital Expenditure 11,733 330 12,063 Total 15,498 330 15,828 Expenditure incurred on Deposits till April 20, 2007 418.58 - 418.58 Store Capital Expenditure incurred till April 20, 2007 53.49 294.55 348.04 Total 472.07 294.55 766.62 Balance to be utilised on Deposits 3,346.42 - 3,346.42 Balance to be utilised on Store Capital Expenditure 11,679.51 35.45 11,714.96 Total 15,025.93 35.45 15,061.38

23 TRENT LIMITED

We intend to upgrade some of our existing stores. This would include expenses on in-store electrical, lighting, air conditioning, interiors, furniture, fixtures, security systems, in-store IT systems, display equipment civil work and other establishment related expenses. Since these are standard equipment available from various vendors in India and overseas, we foresee no difficulty in sourcing the same even at a short notice. Up gradation of some of our existing stores will help us enhance customer interest by providing them a new look and enhanced shopping experience. Expansion of some of the stores will also help us enhance our range of offerings by providing additional space. Identified Properties for setting up of our new stores: S. No. Location Approximate Carpet Area (In Sq. Feet) Schedule of Implementation 1 Bangalore 75,000 2007 2 Pune 24,000 2007 3 25,000 2008 4 Ludhiana 24,000 2008 5 Malad 38,000 2008 6 Bangalore 23,000 2008 7 Bangalore 26,000 2008 8 Mumbai 24,000 2008 9 Mangalore 32,000 2009 10 Thane 30,000 2009 11 Kanpur 29,000 2009 12 Coimbatore 16,000 2009 13 Mumbai 25,000 2009 14 Bangalore 37,000 2009 15 Mumbai 26,000 2009 16 Jalandhar 21,000 2009 17 Noida 36,000 2009 18 Hyderabad 31,000 2009 19 Bangalore 54,000 2009 20 Mumbai 42,000 2009 21 Aurangabad 24,000 2010 22 Bangalore 35,000 2010 23 Thane 60,000 2010 24 Bangalore 60,000 2010 25 Mumbai 50,500 2009 26 Bangalore 35,000 2009 27 Mumbai 65,000 2008 28 Hyderabad 30,000 2010 29 Chennai 30,000 2008

Issue expenses The expenses for this Issue include issue management fees, printing and distribution expenses, legal fees, advertisement expenses, depository charges and listing fees to the Stock Exchanges, among others. The total expenses for this Issue are estimated not to exceed Rs. 120 Lakhs.

24 A broad breakup of the same is as under: Nature of Expenses Rs. Lakhs Lead Management, Issue Management fees and Legal Counsel charges 70.60 Registrars, Printers, Postage, Dispatch expenses, Advertisement & publicity expenses 33.75 Listing Expenses & Other Expenses 15.65 Total 120.00

Interim Use of Proceeds Pending any use as described above, we intend to invest the proceeds of this Issue in high quality, interest/dividend bearing short term/ long term liquid instruments including deposits with banks for the necessary duration. We may also deploy the proceeds of the Issue in temporarily reducing our exposure to working capital borrowings from banks and financial institutions. Working Capital We fund our working capital requirements through internal accruals. We believe our internal accruals would be sufficient to meet the annual requirements including the enhanced need of working capital arising out of expansion and upgradation of stores. We do not foresee any difficulty whatsoever in doing so.

25 TRENT LIMITED BASIS FOR ISSUE PRICE

Qualitative Factors Please see the section titled "Business Overview" beginning on page 44 of this Letter of Offer for a discussion of our Company's strengths and strategy and the section titled "Risk Factors" beginning on page vi of this Letter of Offer for a discussion of internal and external risks associated with our Company's business and industry. Quantitative Factors Financial Performance Rs. In lakhs Ten months ended FINANCIAL YEAR January 31, 2007 2006 2005 2004 2003 2002 Sales (Rs Lakhs) 38,480.86 33,892.93 22,793.37 14,734.14 10,457.41 7,234.64 Net profit after tax - Restated (Rs Lakhs) 2,824.48 2,461.34 1,970.14 1,839.33 1,620.42 933.11 Basic EPS 19.32 17.88 14.58 14.13 13.77 8.39 (Rs. per share) Diluted EPS 18.90 17.52 14.58 14.13 13.77 8.39 (Rs. per share) Dividend on - 65 % 60 % 55 % 55 % 50 % equity shares (%) Book value 254.52 186.86 165.30 157.07 149.18 143.04 (Rs. Per share) Basic Earnings per share Basic Earnings per share for face value of Rs.10. Rs. Year EPS Weight FY2003 13.77 1 FY2004 14.13 2 FY2005 14.58 3 FY2006 17.88 4 Weighted Average 15.73 As there is no separate classification for retail sector, benchmark comparable industry P/E is not available. Price/Earnings Ratio Price/Earnings (P/E) in relation to issue price of Rs. 500 Based on Trailing FY2006 EPS = 27.96 Based on Weighted Avg. EPS = 31.78

26 Return on Net Worth Year RONW Weight FY2003 9.51% 1 FY2004 9.27% 2 FY2005 9.09% 3 FY2006 9.41% 4 Weighted Average 9.30% Book Value per share BVPS Price / BVPS* As at 31-Jan-2007 254.52 1.96 After Issue 295.44 1.69 * Based on the Offer Price of Rs. 500 per share Comparison of Accounting Ratios with Peers: We believe that the closest comparables to our Company in the retail industry are Pantaloon Retail and Shopper's Stop. Comparable ratios for these companies are given below: * TTM EPS P/E Ratio** RONW (%) Book Value Sales (Rs.) per Share (Lakhs) Pantaloon Retail 4.70 87.40 17.20 55.90 196,080 Shopper's Stop 10.30 60.80 14.90 77.70 67,750 Average 7.50 74.10 16.05 66.80 131,915 Trent Limited 20.00 36.20 10.00 233.70 34,640 * Source: Corporate Scoreboard, Capital Market Vol. XXII/04, April 23- May 06, 2007 ** Based on closing prices as on April 16, 2007. Based on the above, the Lead Manager and our Company are of the opinion that the rights issue price of Rs. 500 is justified.

27 TRENT LIMITED TAX BENEFITS

The Board of Directors Trent Limited, Bombay House, 24, Homi Mody Street, Mumbai 400 001 Dear Sirs, We hereby report that the enclosed annexure states the tax benefits available to TRENT LIMITED (the "Company") and its shareholders under the current tax laws presently in force in India. Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed under the relevant tax laws. Hence, the ability of the Company or its shareholders to derive the tax benefits is dependent upon fulfilling such conditions, which based on business imperatives the Company faces in the future, the Company may or may not choose to fulfil. The benefits discussed below are not exhaustive. This statement is only intended to provide general information to the investors and is neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature of the tax consequences and the changing tax laws, each investor is advised to consult their own tax consultant with respect to the specific tax implications arising out of their participation in the issue. We do not express any opinion or provide any assurance as to whether:  The Company or its shareholders will continue to obtain these benefits in future; or  The conditions prescribed for availing the benefits have been/would be met with. The contents of this annexure are based on information, explanations and representations obtained from the Company and on the basis of our understanding of the business activities and operations of the Company For N.M. Raiji & Co. Chartered Accountants

M.N. Thakkar Partner Membership No. 8873

Place : Mumbai Date : April 30, 2007

28 BENEFITS UNDER THE INCOME TAX ACT, 1961 (Hereinafter referred to as the IT Act) A. TO THE COMPANY 1 The Company will be entitled to claim depreciation allowance at the prescribed rates on tangible and intangible assets under section 32 of the IT Act. 2 The Company will be entitled to claim expenditure incurred in respect of voluntary retirement under Section 35DDA of the IT Act in five equal annual installments. 3 The Company is eligible under section 35D of the IT Act to a deduction equal to one-fifth of certain specified expenditure, including specified expenditure incurred in connection with the issue for the extension of the industrial undertaking, for period of five successive years subject to the limits provided and the conditions specified under the said section. 4 In accordance with the provisions of section 10(38) the long-term capital gains arising on the transfer of securities being equity shares in Companies or units of equity oriented funds and where such transaction is chargeable to Securities Transaction Tax under Chapter VII of the Finance (No.2) Act, 2004, shall be exempt from income tax. 5 The long-term capital gains accruing to the company otherwise than as mentioned in 4 above, shall be chargeable to tax in accordance with and subject to the provisions of section 112 of the IT Act as follows :  If long term capital gain is computed with indexation @ 20% (plus applicable surcharge and education cess)  In the case of certain listed shares, securities and units, in a transaction not entered into in a recognized stock exchange, if long term capital gain is computed without indexation @ 10% (plus applicable surcharge and education cess) 6 The short-term capital gains accruing to the company, from the transfer of a short-term capital asset, being securities equity shares in Companies or units of equity oriented funds and such transaction is chargeable to Securities Transaction Tax under Chapter VII of the Finance (No.2) Act, 2004 shall be chargeable to tax at the rate of 10% [plus applicable surcharge and education cess] as per the provisions of section 111A. 7 The Company is eligible to claim exemption in respect of tax on long term capital gains under sections 54EC if the amount of capital gains is invested in certain specified bonds / securities subject to the fulfillment of the conditions specified in those sections. 8 The Company is eligible to exemption under section 10(34) in respect of income by way of dividend received from other Domestic Companies. 9 The Company is eligible to exemption under section 10(35) in respect of income by way of dividend received from mutual fund specified under section 10(23D) and other specified undertakings/companies. 10 The Company is eligible for brought forward tax credit u/s 115JAA for set off against tax payable on the total income in the future years under the provisions of income tax act,1961 other than Section 115JB. B. TO THE MEMBERS OF THE COMPANY I. RESIDENTS 1 Members will be entitled to exemption, under section 10(34) of the IT Act in respect of the income by way of dividend received from the Company. 2 The long-term Capital gains accruing to the members of the Company on sale of the Company's shares in a transaction entered into in a recognized stock exchange in India, would be exempt from tax as per the provisions of section 10(38). 3 The short-term Capital gains accruing to the members of the company on sale of the Company's shares in a transaction entered into in a recognized stock exchange in India would be chargeable to tax @ 10% [plus applicable surcharge and education cess] as per the provisions of section 111A. 4 As per the provisions of section 112 of the IT Act, the long-term capital gains accruing to the members of the company from the transfer of the shares of the company, otherwise than as mentioned in point 2 above, shall be charged to tax.

29 TRENT LIMITED

 @ 20% (plus applicable surcharge and education cess) after deducting from the sale proceeds the indexed cost of acquisition or  @ 10% (plus applicable surcharge and education cess) after deducting from the sale proceeds the cost of acquisition without indexation. 5 The members are entitled to claim exemption in respect of tax on long term capital gains under sections 54EC of the IT Act, if the amount of capital gains is invested in certain specified bonds/securities subject to the fulfillment of the conditions specified in those sections. 6 Individuals or HUF members can avail exemption under section 54F by utilization of the sales consideration for purchase/ construction of a residential house within the specified time period and subject to the fulfillment of the conditions specified therein. II. NON-RESIDENTS 1 Non resident members will be entitled to exemption, under section 10(34) of the Income Tax Act, 1961, in respect of the income by way of dividend received from the Company. 2 The long-term Capital gains accruing to the members of the company on sale of the Company's shares in a transaction entered into in a recognized stock exchange in India and where such transaction is chargeable to Securities Transaction Tax under Chapter VII of the Finance (No.2) Act, 2004, would be exempt from tax as per the provisions of section 10(38). 3 The short-term Capital gains accruing to the members of the company on sale of the Company's shares in a transaction entered into in a recognized stock exchange in India and where such transaction is chargeable to Securities Transaction Tax under Chapter VII of the Finance (No.2) Act, 2004 would be chargeable to tax @ 10% [plus applicable surcharge and education cess] as per the provisions of section 111A. 4 As per the provisions of section 112 of the IT Act, the long-term capital gains accruing to the members of the company from the transfer of the shares of the company, otherwise than as mentioned in point 2 above, shall be charged to tax  @ 20% (plus applicable surcharge and education cess) after deducting from the sale proceeds the indexed cost of acquisition or  @ 10% (plus applicable surcharge and education cess) after deducting from the sale proceeds the cost of acquisition without indexation. 5 The members are entitled to claim exemption in respect of tax on long term capital gains under sections 54EC of the IT Act, if the amount of capital gains is invested in certain specified bonds/securities subject to the fulfillment of the conditions specified in those sections. 6 Individuals or HUF members can avail exemption under section 54F by utilization of the sales consideration for purchase/ construction of a residential house within the specified time period and subject to the fulfillment of the conditions specified therein. 7 Under the provisions of section 90(2) of the IT Act, if the provisions of the Double Taxation Avoidance Agreement [DTAA] between India and the country of residence of the non-resident are more beneficial, then the provisions of the DTAA shall be applicable. 8 Non-Resident Indians (as defined in section 115C(e) of the IT Act), being shareholders of an Indian Company, have the option of being governed by the provisions of Chapter XII-A of the IT Act, which interalia entitles them to the following benefits in respect of income from shares of an Indian Company acquired, purchased or subscribed to in convertible foreign exchange :  As per the provisions of section 115E of the IT Act, and subject to the conditions specified therein, long-term capital gains arising on the transfer of Company's shares will be charged to Income Tax @ 10% (plus applicable surcharge and education cess).

30  As per the provisions of section 115F of the IT Act and subject to the fulfillment of the conditions specified therein, the Long Term Capital gains arising on the transfer of Company's shares shall be exempted from income tax entirely/ proportionately if all or a portion of the net consideration is invested within 6 months of the date of transfer in specified assets as defined in section 115C (f ) or any savings certificates referred to in section 10(4B) of the IT Act. The amount so exempted shall, however, be chargeable to tax as long term capital gains under the provisions of section 115F(2) if the specified assets are transferred or converted in to money within three years from the date of acquisition thereof as specified in the said section.  As per the provisions of section 115G of the IT Act, Non-resident Indians are not obliged to file a return of income under section 139(1) of the IT Act, if their only source of income is income from investments or long term capital gains earned on transfer of such investments or both, provided tax has been deducted at source from such income as per the provisions of Chapter XVII-A of the IT Act.  Under section 115H of the IT Act, where a Non-Resident Indian, in relation to any previous year, becomes assessable as a resident in India in respect of the total income of any subsequent year, he/she may furnish to the Assessing Officer a declaration in writing, along with his/her return of income under section 139 of the IT Act for the assessment year for which he/she is so assessable, to the effect that the provisions of the Chapter XII-A shall continue to apply to him/her in relation to investment income derived from any foreign exchange asset, being an asset of the nature referred to in sub clause (ii) to clause (v) of clause (f ) of section 115C, in which case, the provisions of Chapter XII-A shall continue to apply to him/her in relation to such income for that assessment year until the transfer or conversion (otherwise than by transfer) into money of such assets.  As per the provision of section 115-I of the IT Act, when a Non Resident Indian, elects not to be governed by the provision of Chapter XII-A of the IT Act, then his/her total income shall be computed and charged in accordance with other provisions of the IT Act. III. FOREIGN INSTITUTIONAL INVESTORS 1 Income by way of dividend received on shares of the Company is exempt under section 10(34) of the IT Act. 2 The long-term Capital gains accruing to the members of the Company on sale of the Company's shares in a transaction entered into in a recognized stock exchange in India and where such transaction is chargeable to Securities Transaction Tax under Chapter VII of the Finance (No.2) Act, 2004, would be exempt from tax as per the provisions of section 10(38). 3 The short-term Capital gains accruing to the members of the company on sale of the Company's shares in a transaction entered into in a recognized stock exchange in India and where such transaction is chargeable to Securities Transaction Tax under Chapter VII of the Finance (No.2) Act, 2004 would be chargeable to tax @ 10% [plus applicable surcharge and education cess] as per the provisions of section 111A. 4 Under section 115AD(1)(b)(ii) of the IT Act, Income by way of Short Term Capital Gain arising from the transfer of securities (otherwise than as mentioned in 3 above) held in the Company for a period of less than 12 months will be taxable @ 30% (plus applicable surcharge and education cess). 5 Under section 115AD(1)(b)(iii) of the IT Act, Income by way of Long Term Capital Gain arising from the transfer of securities (otherwise than as mentioned in 2 above) held in the Company will be taxable @ 10% (plus applicable surcharge and education cess). It is to be noted here that the benefits of indexation and foreign currency fluctuation protection as provided by section 48 of the Act are not available to Foreign Institutional Investors. 6 Long Term Capital Gains on sale of shares of the Company by the members shall be exempt from income tax if such gains are invested in bonds/equity shares specified in section 54EC respectively subject to the fulfillment of the conditions specified in those sections. 7 Under the provisions of section 90(2) of the IT Act, if the provisions of the Double Taxation Avoidance Agreement [DTAA] between India and the country of residence of the non-resident are more beneficial, then the provisions of the DTAA shall be applicable.

31 TRENT LIMITED

IV. MUTUAL FUNDS As per the provisions of section 10(23D) of the Act, any income of Mutual Funds registered under the Securities and Exchange Board of India Act, 1992 or Regulations made there under, Mutual Funds set up by public sector banks or public financial institutions and Mutual Funds authorized by the Reserve Bank of India would be exempt from income tax. BENEFITS UNDER THE WEALTH TAX ACT, 1957 'Asset' as defined under section 2(ea) of the Wealth Tax Act, 1957, does not include shares in Companies and hence, shares are not liable to wealth tax. BENEFITS UNDER THE GIFT-TAX ACT, 1958 Gift tax is not leviable in respect of any gifts made on or after October 1, 1998. Therefore, any gift of shares of the Company will not attract gift tax. SPECIFIC TAX BENEFITS There are no specific tax benefits applicable to retail industry in general and Trent Limited in particular.

32 INDUSTRY OVERVIEW

Organised Retail on fast track: Retail is the largest industry sector in the world, with the penetration of retailing exceeding 80% of the population in the developed nations, and 40% in developing nations like Thailand, Indonesia, and Malaysia. The Indian retail market is large, but highly fragmented with very few large retailers, and is pegged at USD 180 billion (Rs. 7,86,60,000.00 Lakhs) as per a study conducted by Pricewaterhouse Coopers and accounts for 10% of the Country's GDP. The forecast growth in real retail sales in 2003-2008 is 8.3% per year compared with 7.1% for consumer expenditure. Modernisation of the Indian retail sector will be reflected in rapid growth in sales of supermarkets, departmental stores and hypermarkets. Sales from large format stores are to expand at growth rates ranging from 24% to 49% per year during 2003-2008 according to the Euromonitor International report. AT Kearney has placed India on number 6th on the global retail development index. The Indian Retail Sector is at an inflexion point, with many enabling conditions coming into existence e.g. favourable demographics, rising consumer incomes, real estate developments especially with emergence of new shopping malls, availability of better sourcing options both from within India and overseas, and changing lifestyle that bring the Indian consumer closer to the consumers in more developed markets and availability heightened usage of credit cards. All these changes are driving growth of the organised retail sector. Macroeconomic Scenario and Growth Drivers Indian Economy Outlook: India is the fourth largest economy in the world in Purchasing Power Parity (PPP) terms after USA, China and Japan. It has grown steadily since economic reforms were initiated in the early 1990s. Gross Domestic Product (GDP) has averaged a growth of around 6 percent per annum in the last 5 years, and has picked up further momentum in the last three years, achieving around 8 percent growth. One of the key developments during India's growth path has been a favourable shift towards the services sector, which now accounts for almost 50 percent of the total GDP. Led by services such as IT, telecommunication, healthcare and retailing, this sector is likely to play an even more important role in the Indian economy. The outlook for Indian Economy as a whole is positive as indicated by the macroeconomic parameters. GDP growth rate has been high and is expected to remain high in the years to come fuelling the demand for goods and services. India - GDP Growth

10.00%

9.00% 8.70% 8.50% 8.30%

8.00%

7.00%

6.00% 5.30%

5.00%

4.00% 4.00% 3.60%

3.00%

2.00%

1.00%

0.00% FY01 FY02 FY03 FY04 FY05 FY06E

Source: www. mospi.nic.in; Estimates of GDP and other aggregates at constant (1999-2000) prices

33 TRENT LIMITED

With a huge and growing consuming class, India is considered to be one of the preferred destinations for investments in the world. Increasing Urbanisation: Economic Indicators 1991 2001 Urbanisation Ratio 25.7% 27.8% Literacy % 52% 65% Source: Census 2001 Cities / Towns No. of Population % of Towns (Crs) urban Metros (40 Lakhs + towns) 7 6.45 23% Mini-metros (10-40 Lakhs towns) 28 4.33 15% Large Towns (5-10 Lakhs towns) 28 1.99 7% Source: Census 2001 The demand for the retail sector is largely driven by the urban sector as well as the literacy levels across the country. Over the last few years India has shown an impressive growth in the urban population as well as the literacy levels. Changing Demographic Profile: The Indian consumer is young; and has one of the youngest populations of the world as compared to the ageing population of USA, China, Japan, UK etc. Over 65 percent of the population is below 35 yrs old; 54 percent of the population is below 25 years of age. In contrast, the population in Europe and Japan is declining, where as immigration is largely responsible for keeping a positive growth rate in US. Even China, which is currently young, would witness rapid ageing in the next 20 yrs. India is witnessing a significant change in the age and income profiles of it's over 1 billion (10,000 Lakhs) population, which are likely to lead to accelerated consumption over the next few years. A younger population tends to have higher aspirations, and will spend more as it enters the earning phase. Further, increase in consumer spends would be driven by nuclearisation of families, increasing population of working women and new job opportunities in emerging services sector such as IT Enabled Services, Retails & Food services, Entertainment and . The composition of the Indian population is shifting towards a larger composition of people in the age group 20-49 i.e. the working population with purchasing power. This shift is expected to be a major driver of consumption. Median Age in Years

Source: KSA Technopak Consumer Outlook 2004

34 The low median age of the population means a higher current consumption spends vs. savings, as a younger population has both, the ability and willingness to spend. Higher consumption spends has a direct relationship with the retail industry. The increased economic independence of women has redefined the rules of social behaviour and Family incomes have increased. Kids too have become more aware of external environment and are more demanding due to growing media exposure in the form of dedicated channels. Availability of higher levels of discretionary incomes with parents has made it easier for their demands to be accommodated. Rising Income Levels: The working population in India is growing unlike the trend in most developed countries. Added to this is the fact that Indians are getting richer with growth in incomes and purchasing power. Per capita GDP is slated to double by 2014. India is the second fastest growing economy in the world at present. Discretionary spending has witnessed a 16 percent rise for the urban upper and middle class. The number of high-income households has grown by about 20 percent yearly, between '95-96 and '98-99 as per NCAER date and grew by 60 percent to reach 44 mm in 2003. The per capita income has been witnessing steady growth in the last few years and as per reports from Pricewaterhouse Coopers this trend is likely to continue in the near future as the economy continues to grow. Number of Households (mm) Classification (annual household income) 1994-1995 1990-2000 2005-2006 (Projected) Very Rich (above Rs.. 215,000) 1 3 6 Consuming (RS. 45,000 - 215,000) 29 55 75 Climbers (RS. 22,000 - 45,000) 48 66 78 Aspirants (RS. 16,000 - 22,000) 48 32 33 Destitutes (less than Rs. 16,000) 35 24 17 Source: The Marketing Whitebook (2003-04) The first three growing sectors, "The Very Rich', "The Consuming Class" and "The Climbers", with growing disposable income are expected to drive the growth of the organised retail sector. Consumer Behaviour: Rapid advances witnessed in the areas like IT Enabled Services, Retailing & Food services, Entertainment day to day and Financial Services have created a greater awareness about organised retail. These advances have led to a paradigm shift in the minds of people. Consumers are seeking convenience at their doorstep for purchases, but are willing to travel to exclusive destinations for valuable items. Consumer spending: Consumer spending is estimated to have grown at an average rate of 11.5% p.a. over the past decade. According to IMAGES-KSA estimates, private final consumption expenditure in India was estimated at RS. 16,90,00,000.00 lakhs (USD 375 billion) in 2003-2004. Retail sales contribute almost 55 percent of total consumption expenditure i.e. Rs. 9,30,00,000.00 lakhs (USD 205 billion). Food and beverages (including tobacco) continued to account for a significant share of nearly half of total private final consumption expenditure. Clothing & footwear constituted 5 percent and furniture & furnishings 4 percent of overall expenditure incurred on consumption in 2003 04. The consumption of consumer durables has picked up over the last few years with 8.6 million colour television units sold last year, of which flat TVs alone contributed 30 percent. Further, mobile phone subscriptions have touched 45 million and 1.5 million new subscribers are being added every month. In fact, the number of mobile subscriptions has exceeded the number of fixed-line connections in the country, in line with trends witnessed in major developed economies. A review of consumer spending reflects that the expenditure on ''lifestyle'' items such as vacation, eating out, etc has increased while that on savings and investments is on a decline.

35 TRENT LIMITED

Final Consumer Spending - 2004

Source: KSA Technopak (2005) Lifestyles / Shopping habits: Global travel and the media have exposed Indians to "western" lifestyle. Opening up of the economy has led to an increase in the product choice available and modern retailers are experiencing with ways to deliver an international shopping experience to the consumer. Brand / Price Sensitivity: Urban consumers today are relatively less price sensitive than a few years earlier. Some of the key factors behind this change are the growing number of double-income households, a decrease in the average size of the family and high media exposure. With the rise in disposable income level, the consumer is willing to spend more on personal needs and indulgences, leading to a propensity to consume rather than save. Increased Propensity towards Disposability: Right from cars to cell phones to consumer durables, the new consumer is not averse to changing them more often than ever before. The corollary to the technological obsolescence faced by the fore- mentioned categories is the psychological obsolescence that is witnessed in the apparel sector. The Rise of the Self-Employed: The proportion of the self employed in urban India has risen to over 40 percent, replacing the employed salary earner as the new 'mainstream market'. A report published in a leading business magazine shows that even in the 'creamy layer', comprising the top two social classes in towns of 10 lakh plus population in urban India, 40 percent of chief wage earners of households are shop owners, petty traders, businessmen and self-employed professionals. Unlike the salary earner, the self-employed are fast adopters of any productivity tools, like cell phones and two-wheelers, that aid in their business / earning cycle. Increased Credit Friendliness: Easy availability of finance and the fall in benchmarked interest rates have driven the market. There is a radical change in the Indian consumers' mindset regarding credit. Personal credit off-take has increased from about Rs.50,00,000.00 lakhs in 2000 to about Rs. 1,60,00,000.00 lakhs in 2003, giving an unprecedented boom to high ticket item purchases e.g., housing and automobiles. About 12 percent people in urban SEC A/B are currently paying EMI's for loans, of which 40 percent have taken a home loan.

36 There has been a dramatic shift in terms of how a consumer defines capital expenditure and revenue expenditure. Recently termed capital expenditure i.e. money spend on buying a house, vehicle, jewellery, consumer durables has transformed into consumer revenue expenditure because of the easy availability of finance. Car loan and loan credit purchases also get added in this revenue expenditure category. Pragmatism in Consumption and Preference for Value: Pragmatism in consumption and preference for 'real value' products and services is clear. The new consumers are not beguiled by brands that are low on functionality and high on image. Image, no doubt, has assumed greater significance, but not by obviating the need for quality. The aspirational youth (16 - 25 yrs) as they earn medium levels of income or nothing at all, are looking for more & more value in their shopping. Given all this optimism, the winning retail formats of tomorrow will be those that deliver superior products (in terms of quality, uniqueness & range) and services (comprising availability, ambiance, convenience, privileges & location) at the best possible price lower costs and superior value for money. Structure of Indian Retail: The Indian retail industry, consisting of over 120 Lakhs outlets, is estimated to provide employment to over 180 Lakhs people. India has the highest number of per capita outlets in the world- 5.5 outlets per 1,000 population. Fragmented Nature of Indian Retail

Source: CII McKinsey Report titled "Retailing in India, the Emerging Revolution" year 2000 Based on ownership and management style, the Indian retail industry can be classified as unorganised and organised. Unorganised retail outlets are owned and managed by a single person or group of persons. These outlets which employ unskilled labour but due to lack of capital are not able to expand into other places. Also the size of the store does not allow them to maintain a range of products. In contrast, organised retail outlets are owned and managed by a team of professionals. Due to their skilled labour, they are able to provide quality service to their clients. Urban consumers are also getting used to shopping in organised retail outlets since they provide variety and convenience and services. Evolution of the Indian Retail Industry: The Indian retail industry is evolving in line with changing customer aspirations across product groups, with modern formats of retailing emerging. This is in line with what has been observed in other developed markets. Organised retailing in most economies has typically passed through four distinct phases in its evolution cycle. In the first phase, new entrants create awareness of modern formats and raise consumer expectations. In the second phase, consumers demand modern formats as the market develops - thereby leading to strong growth. As the market matures, intense competition forces retailers to invest in back-end operating efficiency. In the final phase, retailers explore new markets as well as inorganic opportunities as growth tapers off.

37 TRENT LIMITED

India is currently in the second phase of this evolution, with Indian customers becoming more demanding with their rising standard of living and changing lifestyles. Change in customers' focus from just buying to shopping (buying, entertainment and experience) has led to a pick up in the momentum of organised formats of retailing. As the sector enters the third phase of evolution, supply chain management will attain top priority. Fierce competition will force retailers to quickly respond to changes in the market - bringing forth the importance of supply chain management in managing stock availability, supplier relationships, new value added services and cost cutting. Traditional retailers are expected to enhance their investments in supply chain, whilst new entrants are likely to look at supply chain first before rolling out their national reach. Foreign Direct Investment (FDI) if allowed will help bring in world class retail practices and also provide boost to the supply chain infrastructure, which is at not as responsive to the changing and flexible demands of the customers. Growth in Organised Retail: Indian Retail Market is by large unorganized. Organised retailing constitutes just 3% of Rs. 9,30,00,000 lakhs Indian retail market. However, the scale of organised activity is not equally spread out across all sectors. The Watches sector is the most organised of all with almost 40 percent of the market being controlled by branded and organised players. The next most organised segment is that of Footwear (25%) followed by Clothing (13.6%). Of all the retail sectors, the least organised one are Food & Grocery (1%), Jewellery (2%) and Health & Beauty (2%). All three sectors are huge in size. F&G is the largest of all sectors (worth Rs.6,15,00,000 lakhs); India is the world's biggest market for gold and jewellery though there is hardly any retailer with a national presence in this sector other than a few; Health and beauty consciousness among Indian consumers, especially the urban youth, is on the rise and consumers will readily accept any quality offering in this context, service as well as product. There exists huge potential in these and all other sectors.

Source : KSA Technopak (2005)

38 Organised retail sector has been growing at 28% per annum but has only 3% market share in the highly fragmented retail industry in India. AT Kearney has ranked India as the second most attractive retail market after Russia, in its Global Retail Development Index 2004 Report. The top ten cities account for 96% of total organised retail, of which the top six cater to 82%. The retailing industry in India, estimated at Rs. 9,30,00,000 lakhs (2003-04) is expected to grow at 5 percent per annum. The size of the organized retailing market in 2004 stood at Rs. 28,00,000 lakhs, thereby making up a mere 3% of the total retailing market. In line with predictions made by the first IMAGES-KSA Retail Report 2002, organized retailing is well on its way to become an Rs. 35,00,000 lakhs market by end- 2005. Moving forward, organized retailing is projected to grow at the rate of 25-30 percent per annum and is estimated to reach an astounding Rs. 1,00,00,000 lakhs by 2010. Further, its contribution to total retail sales is likely to rise to 9 percent by the end of the decade. Within the organised retail sector, clothing & textile dominate with a 39% share of the pie followed by Food & Grocery, which have a 11% market share. Going forward watches, jewellery and footwear will also increase their share of the pie with increasing number of super & hypermarkets. Breakdown of the organised retail market by sector is as follows: Organised Retail in India - 2004

Source: KSA Technopak (2005) Drivers for Retail Transformation in India: Quality real estate: Availability of quality retail space in the past has been one of the main constraints for the development of the organised retail sector in India. In the past, negative yield on leased property, lack of bank funding due to the unorganised property market resulted in a dearth of quality retail space in the country. However, the spread between yield on property and its financing cost has turned positive with the fall in interest rates. Attractive yields on investments have resulted in sharp increase in property development. From around 200 malls in 2006 with cumulative estimated space of 400 Lakhs square feet, the Country is expected to have over 600 malls by 2010 giving a cumulative estimated retail space of as much as 1,000 Lakhs square feet (source :KSA Technopak).

39 TRENT LIMITED

Most malls are coming up in the cities reflecting the purchasing power that exists. Pro-active steps taken by the government permitting use of land for commercial development in various cities including Mumbai and Delhi have also contributed to increased availability of retail space in the country. Media Proliferation: The growing Indian media sector has played a major role in the growth of the organised retail sector. The increasing number of television channels, publications & radio channels have given a boost to the organised retail sector. Consumers are constantly being exposed to brand promotions and advertisements across product categories through the various media channels. Financial Sector: The proliferation of credit cards and retail loans has also been one of the major boosters of the organised retail industry. Banks and financial institutions have joined hands with many of the retail players and are providing attractive offers over purchases. With sales of credit cards showing very high growth rates, it is expected to play a vital role in the organised retail industry. Formats in Organised Retail: Traditional retailers have been unable to keep pace with the changing needs of consumers, thereby creating a large addressable opportunity for corporate players aspiring to enter the industry. Each retailer must identify in its offering a compelling value proposition. Most existing formats have evolved to offer value propositions along price, convenience and specialisation. Modern Retailing Formats: Format Definition Value Position Indian Examples Supermarket / Food and household Convenience Nilgiris, Foodworld Convenience stores products Department Stores Multiple product categories, Service and choice Westside, Shoppers' usually lifestyle driven Stop, Lifestyle, with apparel and accessories Pantaloon predominating Hypermarkets/Discount Stores Large stores in big box format, Price and choice Star India Bazaar, Big with volume based discounted Bazaar, Giant prices Specialty Stores / Extensive range of products Service , Vijay Sales, Category Killers under a single category Viveks, Nallis, Bata, Landmark Department stores: These large stores retail primarily non-food items such as apparel, footwear, accessories, cosmetics and household products. They stock multiple brands across product categories, though some of them focus on their own store label (on the lines of Westside and Pantaloon). These stores are found on high streets and as anchors of shopping malls. Several local department store chains have opened shop in India in the past few years. The convenience factor coupled with the aspirational perception of shopping in a department store has contributed to their growth. The larger chains of department stores (namely Westside, Shopper's Stop, Pantaloon' and Lifestyle) have presence in the metros and mini metros Apparel dominates department stores sales in India: Apparel accounted for a significant part of the sales of department stores. However, non apparel lifestyle products such as cosmetics & perfumes, writing instruments, sunglasses, watches, fine jewellery, mobile phones, digital cameras and leather accessories have seen a higher growth in recent years. Spending on the non-apparel category has a direct correlation with increase in disposable income within the 'consuming' and 'rich' classes.

40 Primarily, the apparel segment drove the Department Stores in the initial phase. However, with increasing penetration of other lifestyle product categories, they are witnessing a gradual shift. Non-apparel growth is likely to drive sales for department stores: KSA Technopak has identified key & large categories that are underdeveloped and under exploited as far as organised retail is concerned. The table below states the same: Under exploited categories in organised retail in India: Categories Rs. Lakhs Consumer Durables, IT & Electronics, Communication 45,00,000 Furniture & Furnishings 30,00,000 Jewellery & Accessories 45,00,000 Footwear 6,50,000 Gifts and Handicrafts 6,00,000 Total 1,32,50,000 Source : KSA Technopak estimates for 2004-05 These categories are likely to drive the growth of organised retail. Lifestyle products like watches, fine jewellery, mobile phones and digital cameras, soft furnishings, leather accessories feature as major components (by value) within the categories mentioned above and are important components of the growth strategy for department stores. Conclusion: In India, the retail sector is the second largest employer after agriculture. The retail revolution, apart from bringing in sweeping, positive changes in the quality of life in the metros and bigger towns, is also bringing in slow changes in lifestyle in the smaller towns of India.

41 TRENT LIMITED KEY INDUSTRY REGULATIONS AND POLICIES

The Company, in its business of retail and establishing retail stores in India, is governed by various legislations as applicable to it, its stores and the goods/products it sells or stores for sale. Shops and Establishments Acts The Company is governed by various Shops and Establishment Acts as applicable in the states where it has stores. These Acts regulate the conditions of work and employment in shops and commercial establishments and generally prescribe obligations in respect of inter alia registration, opening and closing hours, daily and weekly working hours, holidays, leave, health and safety measures and wages for overtime work. The following acts are applicable to our stores.  The Andhra Pradesh Shops and Establishments Act, 1988  The Bombay Shops and Establishments Act, 1948  The Karnataka Shops and Commercial Establishments Act, 1961  The Madhya Pradesh Shops and Establishments Act, 1958  The Punjab Shops and Commercial Establishment Act, 1958  The Uttar Pradesh Shops and Commercial Establishments Act, 1962  The West Bengal Shops and Commercial Establishment Act, 1963  The Rajasthan Shops and Commercial Establishment Act, 1958 . For details of the Company's registration under the applicable Shops and Establishment Acts, please refer to the chapter "Government Approvals" on page 200 of this Letter of Offer. Other Regulations The Company's trademarks are required to be registered under the provisions of the Trademarks Act, 1999.The Company is also required to comply with local/municipal regulations in respect of each of its stores as given below. For details of the Company's registration, if applicable, under these statutes please refer to the chapter "Government Approvals" on page 200 of this Letter of Offer. Fiscal Regulations In accordance with the Income Tax Act, 1961 any income earned by way of profits by a company incorporated in India is subject to tax levied on it in accordance with the tax rate as declared as part of the annual Finance Act. The Company, like other companies, avails of certain benefits available under the Income Tax Act, 1961. For details of the tax benefits, please refer to the "Tax Benefits" on page 28 of this Letter of Offer. Value Added Tax Value Added Tax (VAT) is a modern and progressive form of sales tax. It is charged and collected by dealers on the price paid by the customer. VAT paid by dealers on their purchases is usually available for set-off against the VAT collected on sales. While VAT is a State subject and therefore the States will have the freedom for appropriate variations in their VAT regimes, Most of the States have agreed to change over to a VAT system providing uniformity. The essence of VAT is in providing set-off for the tax paid earlier, and this is given effect through the concept of input tax credit. VAT is based on the value addition to goods, and the related VAT liability of the dealer is calculated by deducting input tax credit for tax collected on the sales during a particular period Employment Related Regulations The Company is governed by the provisions of the Employees' Providend Funds Act, 1952 and the rules made thereunder and is accordingly required to make periodic contributions to the Employees' Provident Fund Scheme. The Company is also required to make contributions under the Employees' State Insurance Act, 1948. For details of the Company's registration under the Employees' Providend Fund Scheme and the Employees' State Insurance Act, please refer to the chapter "Government Approvals" on page 200 of this Letter of Offer. The Company is also governed by the various state legislations applicable in the states where it has stores.

42 Foreign Investment Regulations An industrial policy was formulated in 1991 (the "Industrial Policy 1991") in order to implement the economic reforms initiated by the government of India. The GoI has since amended the Industrial Policy from time to time in order to enable foreign direct investment in various sectors of the Indian industry in a phased manner gradually allowing higher levels of foreign participation in Indian companies. However as per the current Central Government policy on foreign direct investment, foreign direct investment in Indian companies carrying on retail trading activity is prohibited. Other Regulations In addition to the above, the Company is required to comply with the provisions of the Companies Act, 1956, the Foreign Exchange Management Act, 1999, various sales tax related legislations and other applicable statutes.

43 TRENT LIMITED BUSINESS OVERVIEW

Our Company is one of India's leading retailers and is a part of the TATA group. Our Company owns a chain of department stores across the country & is also increasing its foothold in the high volume 'Hyper Market' sector. History Our Company was incorporated as Lakme Limited (Lakme) on 5th December, 1952. It was promoted by The Tata Oil Mills Company Limited (TOMCO) as its wholly owned subsidiary. Lakme was in the business of manufacturing, sale and export of cosmetics, toiletries and perfumery products. The name of Lakme was changed from Lakme Limited to Lakme Private Limited in December 07, 1954. In 1981, Lakme set up a separate pharmaceutical division called Tata Pharma for the manufacture, sale and export of drugs and pharmaceutical products. In 1982, Lakme became a listed public company, pursuant to the public issue of equity shares and divestment by TOMCO of part of its stake in Lakme. In 1989, Lakme set up Lakme Exports Limited (Lakme Exports) a 100% export-oriented unit in the Kandla Free Trade Zone. Lakme Exports was a 100% subsidiary of Lakme. In 1990, Lakme, through its Subsidiary Lakme Exports, acquired control and management of a company called Miaami Pharma and Chemicals Private Limited (MPCL), which was engaged in the manufacture and sale of intravenous fluids. In 1993, Tata Oil Mills Company Limited was acquired by Hindustan Lever Limited (HLL). The shares of Lakme held by TOMCO were acquired by Tata Sons Limited (TSL) by virtue of which TSL became Promoter of Lakme. In the year 1994, MPCL amalgamated with Lakme. Tata Pharma, the pharmaceutical division of Lakme, was transferred, as a going concern to a separate Company called Tata Pharma Limited, with effect from 1st April 1995. However, Lakme retained the MPCL operations. With effect from 1st January 1996, the sales and marketing infrastructure of Lakme and its subsidiary were transferred to a joint venture company called Lakme Lever Limited (Lakme Lever), which was a joint venture between Lakme and Hindustan Lever Limited (HLL), with each party holding 50% of the equity capital of the joint venture company. At the same time, Lakme also transferred its brands, technologies and related intellectual properties to its 100% subsidiary called Lakme Brands Limited (Lakme Brands). With effect from 1st September 1996, the MPCL Division was transferred to Bal Pharma Limited, as a going concern. In 1998, Lakme decided to divest from its cosmetics business and accordingly transferred its entire holding in the capital of Lakme Lever to HLL. Lakme also transferred its manufacturing facilities situated at Deonar, Mumbai to HLL. Lakme Exports transferred its manufacturing activities situated at the Kandla Free Trade Zone to HLL. The trademarks and other intellectual properties held by Lakme Brands were also transferred to HLL. Having divested from the cosmetic business, the management of Lakme saw a huge opportunity in the area of apparel retailing, given the absence of established brands in areas like ladies wear, kids wear, household and gift articles. It was therefore decided that Lakme would establish a strong presence in the apparel and soft goods retailing market by opening a chain of Departmental Stores across the country, while catering to requirements of customers in men's wear, ladies wear, kids wear, play shop, household, gift shop and lingerie. With this objective, in March 1998, Lakme acquired 100% Equity Shares of Littlewoods International (India) Private Limited (LIIPL) from Littlewoods International Limited, U.K. LIIPL was in the business of retailing of readymade garments for men, ladies and children, household and gift items, accessories etc. With effect from 1st January 1998, Lakme Exports was amalgamated with LIIPL and the merged entity was named as Trent Limited. Trent Limited, formerly known as Littlewoods International (India) Limited was amalgamated with Lakme, with effect from 1st July 1998. and the name of Lakme Limited was changed to Trent Limited.

44 In September 2002, our Company along with its subsidiary, Trent Brands Limited acquired shares in the capital of Fiora Services Limited (FSL), thereby making FSL a subsidiary of our Company. FSL is engaged in the business of sourcing, warehousing and clearing and forwarding services. In October, 2004 our Company entered the mass-retailing segment by opening a hypermarket store under the name and style of STAR INDIA BAZAAR, at Ahmedabad. In September 2004, our Company acquired 100% of the share capital of Satnam Developers & Finance Private Limited (SDFPL). SDFPL is engaged in the business of development of commercial property. In August 2005, Fiora Link Road Properties Limited (FLRP) was formed. Entire share capital of FLRP is held by our Company. FLRP is engaged in the business of development of commercial property. In September 2005, our Company acquired 100% of the share capital of Nahar Theatres Private Ltd (Nahar). Nahar is engaged in the business of development of commercial property. In August 2005, our Company entered the books and music retail market with the acquisition of 75% share in Landmark, a partnership firm and further acquired a 3% share in March 2006. With effect from March 31, 2006, Landmark was converted into limited company- Landmark Limited (Landmark). During February 2007, Landmark acquired 2,40,000 equity shares (52.18%) of East West Books (Madras) Private Limited (East West) for a total consideration of Rs. 1,14,76,800 making it a subsidiary of Landmark. For further details refer to section title "Subsidiaries " beginning at page 62 of the Letter of Offer. Landmark is a leading book and music retailer in the country and is poised for rapid expansion. Landmark operates 9 stores located in various cities. Landmark has over 100,000 book titles and is a treasure trove for avid readers. Besides this it has a strong presence in toys and furnishings. Currently, our Company is carrying on the business of retailing of readymade garments for men, ladies and children, household and gift items, footwear, accessories, toys etc., under the name "Westside" and mass retailing under the name "STAR INDIA BAZAAR". Since the take over of LIIPL, our Company has grown from one store to twenty six stores of Westside, which are located at various places in India and one store of STAR INDIA BAZAAR at Ahmedabad. One of the distinguishing features of our Company is that it sells the products under its own exclusive brand names. Our Company's brands "Westside", "Trent", "SRC", "Richmond", "Sassy", "Street Blues", "Gia", "2 Fast 4 U", "Ascot" and "Westsport" have been well accepted and are fast gaining popularity. Our Company provides quality products at reasonable prices to its customers. Value for money, styling, a pleasant and comfortable shopping ambience, accompanied by courteous service have contributed to our Company's products being well accepted and well recognised. Our Company has adopted the Tata Business Excellence Model in order to enhance the quality of our Company's service and products. Our Company has also adopted the Tata Code of Conduct and adheres to good corporate practices vide a Tata Brand Equity and Business Promotion Agreement dated December 23, 1999. Our Company vide the said agreement, can use and is associated with the Tata name, Mark and Marketing Indicia in respect of our Company's products and services or other uses as applicable. Entry into Retail The operating store in Bangalore and the knowledge of the retail industry in LIIPL provided our Company with a sound foundation and the foray into the apparel retail business was made under a brand name "Westside". In a short span of 8 years Westside has positioned itself as one of the leading organised apparel retailers in India taking the shortest time to break even in the organised apparel retail sector in India. Our company has expanded its Westside Stores in the major metros and mini-metros of India, and has its presence in 14 cities and is spread across all the 5 regions. Our Company in a short span of over 8 years has carved out a name for itself using a different business model of uniquely positioning Westside as a chain of stores offering own label products. This business model is not only a difficult model to implement successfully but is also difficult to replicate thereby giving our Company a unique advantage. Our competitors are now trying to change their business strategy to increase the share of own labels. After having established its name in the apparel sector our Company has expanded its focus to food and grocery business as a part of its strategy. This was done to tap the huge potential lying in the food and grocery business with its

45 TRENT LIMITED target segment being the SEC B /C. In 2004 we opened our first Hypermarket store under the brand name - "Star India Bazaar" Financial Performance during the last 5 years - Please refer to section titled "Financial Information" beginning on Page 97 of this Letter of Offer. Capital History In the year 1994, our Company issued 109,333 equity shares to the members of Miaami Pharma & Chemicals Limited consequent to its amalgamation with our Company without payment received in cash. Our Company issued 2,236,902 Equity Shares as bonus in the ratio of 1:2 in January 1995. Our Company issued 6,710,707 Equity Shares as bonus in the ratio of 1:1 in January 1997. During the financial year 1998-1999, 303,650 Equity Shares of our Company were cancelled pursuant to the Scheme of Amalgamation of Lakme Limited. Our Company by its rights issue dated April 29, 2005, allotted 13,10,047 Partly Convertible Debentures (PCDs) of Rs. 900/- each for cash at par aggregating Rs. 11810.00 lakhs with detachable warrants on rights basis to the existing equity shareholders of our Company in the ratio of one PCD with one Detachable Warrant for every 10 equity shares held on May 6, 2005 (Record Date). Our Company on July 7, 2005 issued 13,10,047 Equity Shares of Rs. 10/- each at premium of Rs. 390 on conversion of the compulsorily and automatically convertible portion of Partly Convertible Debentures, which were issued to the shareholders in proportion to their shareholdings. On December 18, 2006, our Company issued 7,47,926 Equity Shares of Rs. 10/- each at premium of Rs. 640/- on conversion of detachable warrants issued along with the Partly Convertible Debentures by a Rights Issue in July 2005. Our Company on December 22, 2006 issued 5,85,000 Equity Shares of Rs. 10/- each at a premium of Rs. 846.86 per share to the promoters on a preferential basis. For further details refer to section titled "Notes to the Capital Structure" beginning on page 14 of this Letter of Offer. Main Objects of our Company The Main objects for which our Company is established, as set out in its Memorandum of Association interalia include: 1) To carry on the business of manufacturing, distilling, extracting, drawing, refining, purifying, buying, selling, importing, exporting or in any other manner dealing in perfumes, cold and vanishing creams, snow, cosmetics, face creams, pomades, lipsticks, rouges, nail varnish, face and talcum powders, ointments, hair oils, shampoos, lotions, soaps, lavenders, toilet waters, eau de colognes, spirituous preparations, scents, odorous, deodorants and other beauty products, toilet preparations and proprietary articles of whatsoever nature. 2) To carry on the business of merchandisers, designers, exporters, importers, buyers, sellers, producers, manufacturers, brokers, buying agents, selling agents, commission agents, insurance agents, factoring agents, distributors, stockists, retailers, wholesalers, agents, manufacturers' representatives, merchants, storers, packers, transporters and suppliers of and dealers in all types of materials, goods, articles, products, foods of every sort, wares and merchandise and services of every class and descriptions raw, manufactured or produced or available in any part of the world, whether for household, personal or for commercial purposes, including but not restricted to textiles, natural or synthetic, fabrics, readymade garments, apparel, carpets, handicrafts, real and imitation jewellery, ornaments, precious stones, and metals, pearls, gold, silver-plated articles and wares, valuables, art and antiques, metals and minerals, toys, games, computer software, computer peripherals and accessories and every other consumer goods and to undertake, carry on and execute all kinds of commercial trading and other manufacturing operations and all business whether wholesale or retail usually carried on by merchants. 3) To carry on the business of customers, robe, dressmakers and designers, tailors, silk mercers, makers, suppliers and sellers of clothing, including undergarments, lingerie and trimming of every kind, furriers, general drapers and dealers in fabrics and materials of all kinds.

46 Changes in the Memorandum of Association since Incorporation: Date of change Remarks 09.09.1954 Name changed from Lakme Private Limited to Lakmè Limited 22.06.1961 Reclassification of authorized capital into 600 Ordinary shares and 400 Unclassified shares of Rs. 1,000/- each. 26.06.1963 Reclassification of authorized capital into 6,000 Ordinary shares and 4,000 Unclassified shares of Rs. 100/- each. 05.12.1972 Authorized capital increased from Rs. 10 Lakhs to Rs. 50 Lakhs by creation of 34,000 Ordinary shares and 6,000 Unclassified shares of Rs. 100/- each. 27.06.1978 Reclassification of capital by converting the Unclassified shares into Ordinary shares of Rs. 100/- each. 20.07.1981 Authorized capital increased from Rs. 50 Lakhs to Rs. 200 Lakhs by creation of 1,50,000 Ordinary shares of Rs. 100/- each. 17.09.1982 Reclassification of capital by subdividing 200,000 Ordinary shares of Rs. 100/- each into 20,00,000 Equity shares of Rs. 10/- each. 10.12.1985 Authorized capital increased from Rs. 200 Lakhs to Rs. 300 Lakhs by creation of 10,00,000 Equity shares of Rs. 10/- each. 10.08.1989 Authorized capital increased from Rs. 300 Lakhs to Rs. 500 Lakhs by creation of 20,00,000 Equity shares of Rs. 10/- each. 30.09.1994 Authorized capital increased from Rs. 500 Lakhs to Rs. 1000 lakhs by creation of 50,00,000 Equity shares of Rs. 10/- each. 05.09.1996 Authorized capital increased from Rs. 1000 lakhs to Rs. 1500 lakhs by creation of 50,00,000 Equity shares of Rs. 10/- each. 27.08.2003 Authorized capital increased from Rs. 1500 lakhs to Rs. 2500 lakhs by creation of 1,00,00,000 Unclassified shares of Rs. 10/- each. Strengths: 1) Own-label route : Under the own-label route most of the apparel in our stores carry the brand name Westside or sub-brands of Westside like SRC, Westsport, 2Fast4U, Richmond etc. This provides us with greater control over the range, design, quality and pricing of merchandise. It also provides greater control over supply chain which enables us to capture major share of the value in the supply chain. 2) Experienced Professional Management Team : We have an experienced professional management team led by Mr. Noel N. Tata, who is one of the leading professionals in the retail industry with over 20 years of experience. Our executive committee, which over looks the business operations, comprises of 11 professionals who have an average experience of over 20 years. The management team is complemented by a committed workforce of over 1600 employees. 3) Wide array of offerings : Our merchandise ranges across apparel, accessories, perfumes, cosmetics, home products, kitchenware, travel gear most of which is marketed under our own brand. In addition to this we also offer national and international brands depending on the needs of our customers.

47 TRENT LIMITED

Our "Star India Bazaar" stores house a range of food, grocery, personal care and home care products to meet the regular shopping needs of our customers. 4) ClubWest - Large and Loyal Customer base : One of our key strengths is our loyal customer base that we have established over the years. "ClubWest", which is our loyalty program has approximately 5 Lakhs members. This program is one of the major initiatives undertaken to build long term relationships with customers, which was devised based on its proven success with international retailers. The loyalty program helps build relationships by giving the organization an understanding of the customer profile, his/her buying habits and preferences, and buying behavior. Through this loyalty program our Company has created a loyal member base of around 5,00,000 (active members - those who have shopped at Westside in the last 2 years) in a short span of 5 years (2001-2006). This base now contributes to more than 49% of the revenues, notwithstanding the 51% growth in the number of stores and operating area. Apart from generating revenues this customer base also helps our Company in acquiring new customers through word of mouth. 5) Liberal Exchange Policy : We have a very liberal "no-questions asked" exchange policy.This liberal exchange policy on one hand helps us in strengthening relationship with our existing customers and on the other hand gives the desired confidence and comfort to walk-in customers. This policy has over a period of time become a distinguishing factor and has been helping us in strengthening our customer base. Strategy: 1) Strengthen our own-label : In order to optimize margins we have been marketing most of the products under our own brand. Improved margins also de-risk us from lower level of walk-ins. Better margins also give us the option to price the products slightly cheaper than our competitors and hence attract more customers. Given better margins and a cushion to reduce the price, this format is also easier to roll out in smaller cities. 2) Increasing penetration in existing as well new cities : Our company already has presence in 18 cities through our 27 existing stores. We intend to increase our penetration and utilize the immense untapped potential by opening stores in new as well as existing cities. In the near future we have plans to open 30 new stores across various cities. 3) Enhancing our human capital : Our focus is to have a young, qualified and well-trained workforce with a senior management team that provides the right blend of experience and youth for a rapidly growing business.Our strategy is to enhance our human capital by maintaining a right mix by continuously recruiting fresh talent from B-schools and Retail institutions all over the country through its cadre based recruitment schemes. Products, Services and Markets Our Company serves two distinct markets - Apparel focused lifestyle category and mass market (includes - Food, Grocery, apparel, durables etc.) Apparel market is served by its Westside format and mass market is served by Star India Bazaar. Recently our company also entered the books and music retail segment with the acquisition of a chain of stores under the brand name Landmark. Apparel Business: Westside Westside has uniquely positioned itself as a chain of stores offering own label products. Hence almost all (90%) products at Westside are made or procured as per Westside specifications and sold exclusively at Westside stores under the Westside or a Westside owned label.. The product offering is wide and has been continuously increasing and covers apparel and home goods. The apparel offering includes clothing and accessories for a wide range of occasions -office, casual, evening/club, innerwear, etc. for all members of the family - Men & Women, Youth and Kids. The home goods offering includes soft goods like linen, towels etc. and hard goods like crockery, décor products etc. Westside has also

48 introduced footwear and is set to introduce many other potential categories. The Fashion apparel industry is characterised by short product life cycles and high obsolescence, thus making exceptionally high churn of products, a business imperative. The corner stone of Westside's success has been its ability to manage simultaneous and significant increase in the volume, the churn and also the quality of its products. The market catered to by Westside has been chosen after carrying out extensive consumer research and doing the socio-economic classification of the target consumer. In a period of 8 years, not only has the number of markets addressed increased from 2 to 14, but the product offering in each market has also increased. The number of product categories has increased from 5 to 21; the number of SKUs offered has increased from 11,000 to 60,000. The Westside stores range in size from 12,000 sq. ft. to 30,000 sq. ft. and are located mostly in high street areas or malls to ensure easy access to the target audience. The stores are located and designed to provide great shopping experience to the target customers. Services offered at the stores include assisted self-selection shopping, computerized billing, trial rooms, alteration services, Customer Services Desk and exchange policies, gift wrapping, loyalty program, product search, valet parking, home delivery services, Quality Assurance Card for Clubwest members, play area for kids, and a café. Mass Market Business: Star India Bazaar The other format, hypermarket - Star India Bazaar, recently launched was chosen after a thorough study of the 2 models - Hypermarkets and Supermarkets. Star India Bazaar caters primarily to the SEC B/C and the main offerings are staples, food, perishables, beverages, cleaning aids, health & beauty, houseware, consumer durables and apparel with about 25000 SKU's. There are 2 levels of pricing policy adopted, offering 2 levels of pricing for single piece pricing and multi piece pricing. In order to provide the value for money through this format, there is a strong thrust on private labels. To add to the branded products offering in the store Star India Bazaar offers private labels at lower prices, which come from the house of Tatas. Currently our Company has private labels in Food, non-food (cleaning aids), consumer durables, apparel, luggage and house wares. The private label program will be aggressively extended to other categories as a part of company's strategy. Our Company also has laid out a clear strategy of providing continuous and innovative promotion led offerings to its consumers through this format. The product mix and service features of both Westside and Star India Bazaar undergo continuous change in order to meet customers' needs better. Inputs to this change come from a systematic process of review & elaborate listening and learning mechanisms. Customer Segments, their Key requirements and Customer Relationship Customer focus is a value, which is embedded in our mission statement and is strongly driven by the management team across the organisation. The product and services offerings have been improved in a systematic manner. The management team chose the own label store format business to create a unique retail brand, Westside, in a country where organized retailing was still in its infancy. Our Company has developed a brand architecture aimed at addressing the needs and expectations of its target customers. Our Company has a robust research process as a part of its Enterprise Process Mapping, which is used extensively to identify and refine the target segments and their changing needs, and expectations. The brand building process has undergone improvements to keep pace with the changing customer and business needs. Our Company has well defined customer segmentation process for determination of target segments. Our Company has customized the industry proven method of segmenting (by age, gender, income, household composition, education levels, and proximity to stores), for analyzing buying patterns and defining expectations of its customers. Extensive usage of market research help in getting the inputs to identify the target audience. The primary customer segment for Westside is upper middle-class and middle class families belonging to the Socio Economic classes A1/A2/B1 located mainly in towns with population above 10 lakhs (metros and mini metros). The core of our customer base (Decision makers) is in the age group of 15 - 45 yrs. The user base extends from 0- 65 yrs. Primary needs of the target segment are high quality, style, and VFM prices. Our Company meets the need of this segment by providing fashion and style at affordable prices for each member of the family to ensure a great shopping experience. The target group varies across towns/ SEC segments and age/personality type. Each group's unique requirements are addressed through localized product/service offering and communication.

49 TRENT LIMITED

The target segment is further sub-segmented and classified on the basis of sex, age, and psychographics. The Westside brand architecture has evolved over a period of time and has undergone cycles of improvement to address the changing needs of these sub-segments through offering private labels for each segment. Although each private label satisfies the need of the sub-segment it stays true to the core brand value - Offering Stylish Merchandise at VFM prices. The key requirements and expectations are gathered from multiple listening and learning posts. Apart from the formal methodologies used to understand customer requirement and their needs, our Company gathers information through direct contact with customers at the point of sale. To summarize, the key customer/market requirements are: 1. Style / fashion 2. Value for money pricing 3. Quality 4. Variety/range 5. Availability of sizes 6. Great shopping experience Our Company's customer-focus is demonstrated by the initiatives taken to build and sustain relationships with customers by aiming for excellence in services at every customer touch point. It starts from understanding customers' expectations and converting the same into customer contact requirements that are then communicated to the frontline staff through training and coaching. Our Company has continuously added and improved services, which have been customized to build relationships, some of which are:  Product search functionality  Liberal exchange policy  Play area for kids  Faster billing through training, introduction of faster barcode scanners, and thermal printers. Our company has introduced the concept, first of its kind in India, a Quality Assurance card for Clubwest members to extend a stamp of confidence on product quality. This card extends a 1-year promise of exchange of any merchandise purchased because of problems related to quality. This is inspite of the fact that due to Westside's focus on quality incidents on quality front is minimal. Our Company has a system of evaluating its customer service standards called - "Cycle of Service" to offer enhanced value. One of the major initiatives undertaken to build long term relationships with customers, is a loyalty program, which was devised based on its proven success with international retailers. The loyalty program provides 2 levels of benefits to the members of the loyalty programs who are classified as - 'Clubwest Classic' and 'Clubwest Gold'. The loyalty program helps build relationships by giving the organization an understanding of the customer profile, his/her buying habits and preferences, and buying behavior. Our Company also extends benefits like - regular customized communications, advance intimation of events and promos at stores. Through this loyalty program our Company has created a loyal member base of around 5,00,000 (active members - those who have shopped at Westside in the last 2 years) in a short span of 5 years (2001-2006). This base now contributes to more than 49% of the revenues, notwithstanding the 51% growth in the number of stores and operating area. Apart from generating revenues this customer base also helps our Company in acquiring new customers through word of mouth. Similar exercise has been carried out for the hypermarket business in defining the target segments and addressing the needs of the customers. The key target segments for the hypermarket business are SEC B/A2/C. The key customer requirements for the hypermarket business identified are:

50 1. Value for money pricing 2. Product assortments to offer wider choice and ensure coverage of key product categories 3. Product placement and visibility to facilitate ease in shopping 4. Availability of goods 5. Shopping experience Our Company has transferred its learnings on customer front from its Westside business to the hypermarket business and has used the experience to adopt certain policies to build relationships with the customers, some of which are:  Exchange policy  Ease in shopping through its product assortment planning and placement concept  Ease in movement in the store by providing 8-10 feet aisle  Faster billing by providing large number of tills and through training, introduction of faster barcode scanners, and thermal printers.  Fortnight promotion cycle for 250-300 SKU's  4-5 events in a year  6-8 special 'Merchandise Melas' in a year Building long-term relationships with customers is critical to the future success of our Company. Initiatives are taken to build and sustain relationships with customers by aiming for excellence in services at every customer touch point. Our Company has multiple Listening and Learning process which provides the inputs on understanding customers' expectations and the same are converted into customer contact requirements that are then communicated to the frontline staff through training and coaching. our Company has continuously added and improved innovative product lines, new services and has made innovative infrastructure changes to build relationships. Communication Strategy

Our Company has 3 broad types of communication addressing all the customers and the loyal customers in particular to enhance the reach of the values of its Westside and Star India Bazaar brands. For Westside operations our Company has divided its stores into clusters as a part of its strategy to customize its communication. The cluster specific communication ensures that each cluster gets communication on its relevant product categories. There has been a strategic shift to establish emotional connect with the consumers using Television and Radio as a medium which has been done very successfully. Westside has used successfully "Yuvraj Singh" as a brand ambassador for over 2 years. The marketing team has a detailed communication plan thereby ensuring the reach of communication about the Westside brand on a national level. Communication about the Star India Bazaar is currently limited to Ahmedabad but plans are

51 TRENT LIMITED there to roll it out to other cities gradually as new stores are opened. The strategy for Star India Bazaar is aimed at driving value proposition strongly in the local market through the common man's visual element of an auto rickshaw with the message of "Chhota Budget Lambi Shopping". As part of the customer benefit proposition the Private Label Credit Card was launched in 2005 at Star India Bazaar. The back end of this card is managed by HSBC Credit Cards. With a limited credit limit Rs 2000/3000 this card has served as a great tool for breaking into the mindset of local traders and housewives who would have never used credit facilities for the daily shopping needs. The simplicity of becoming a member (only proof of residence and date of birth is required), the ease of payment (can be made at Star India Bazaar) and the loyalty benefits (discount vouchers of Rs. 51 given on a minimum purchase of Rs 500 and redeemable on the same amount) has driven many customers to become loyalty program members. The communication vehicles used are: Formats Mass media Direct Marketing Specific PR efforts Catalogues communi- for the cation season Westside Dailies, TV, Radio, using relevant external with Clubwest As per Spring, Magazines and data bases like - credit members - requirements summer, Outdoors card, mobile phones etc. mailers / letters autumn and on promotions, winter catalogues with new season merchandize Star India Bazaar Dailies Star Samachar - a As per fortnightly news requirements magazine sent to a loyal customer base with offers and interesting articles

Human Resources Our Company has a young, qualified and well-trained workforce with a senior management team that provides the right blend of experience and youth for a rapidly growing business. Our Company has a committed workforce of over 1600 employees across its 24 Westside stores, 1 Star India Bazaar and corporate office. Our Company is an equal opportunity employer and maintains a right mix by continuously recruiting fresh talent from B- schools and Retail institutions all over the country through its cadre based recruitment schemes. Our Company understands that cultural diversity is important to address the regional preferences of the customers. As such most of the associates and officers are recruited from the city in which the store is located in order to ensure that local customer service requirements are understood and catered to by the employees. Westside has developed a successful in-house training system to train and coach all the new recruits as well as the existing employees continuously. This training mechanism ensures reinforcement of new skills and new operating practices in an ongoing manner. The success of this coaching concept is being replicated for the hypermarket business also which is currently under implementation with necessary changes to suit the business model. The HR processes adopted by our Company ensures a strong thrust on performance orientation, decentralized training, development and learning. Safety is a priority area and our Company has laid down a safety policy to address the safety of customers and employees. Each store has a designated safety and health officer; fire warden and employees are trained on fire fighting and first aid.

52 Technologies, Equipment, and Facilities All the products sold through the Westside stores and Star India Bazaar stores are outsourced from a large number of suppliers and there is no manufacturing activity within our Company. The facilities at stores have been improved continuously based on the inputs of the customers, international consultants and learning from visits abroad. As a part of its strategy to reduce cost of goods sold and ensure efficient supply of fabric and products our Company has established a distribution centre at Pune for the apparel business and a distribution centre at Aslali in Gujarat for the hypermarket business with regional sourcing offices being located at Delhi, Bangalore, Mumbai, Kolkata and Tirupur. This has not only brought cost down but has also extended our Company's reach and ability to source the right material. Tie- ups with manufacturers for its private labels have created a win-win situation for both the consumers and the Star India Bazaar. Extensive Use of I.T. Information, analysis and knowledge management are key sources of competitive advantage. Our Company uses I.T. for information gathering at source, analysis and faster decision-making across the organization. IT is also used extensively to ensure control over operations that are spread across 14 cities of the country. Our Company is the first company in India to have successfully implemented SAP industry solution retail ERP for its hypermarket business. The Point of Sale software (POS) in the hypermarket business is developed by SEACOM and is integrated with SAP. To improve the data and information reliability, accuracy and reduce the cost the hardware and services are hosted at a data centre. Investment in a retail management software - Retail Pro has helped the organization automate processes like point of sale, purchase order management, inventory management, goods allocation, receipts and transfer of goods, planned pricing of goods, analysis and reporting. This system has been upgraded to keep current with changing business and technological requirements. As a part of technology upgradation a virtual private network (VPN) has been setup between H.O. and all remote locations to improve availability, timeliness, reliability, and security of the information. Our Company has implemented a web based vendor management system (VMS) to enhance communication with suppliers and also improve the supply chain responsiveness. Our Company has plans to integrate the financials using the SAP at H.O. and thus provide a faster means for business decision-making. The regional sourcing offices and the distribution center is managed by its subsidiary company Fiora Services Limited (FSL). The leadership of FSL is included in the decision-making and review processes for smooth functioning, knowledge sharing and integration. Role of Suppliers and Supply Chain requirements With our Company having taken upon itself the mission of "offering best-in-class products and services at affordable prices" the ability of the supply chain to deliver quality products, on time and at competitive costs is a key requirement. FSL, a subsidiary company, was carved out as a part of the strategy to create an agile and fast responsive supply chain. Our Company has aligned the management of its diverse supplier base to the geographical locations where clusters of these suppliers operate. It operates through 5 regional sourcing offices for its apparel business - Delhi, Bangalore, Kolkata, Tirupur and Mumbai. Given the nature of the fashion industry, the ability to respond quickly to the fast changing customer tastes and preferences is a critical requirement of the supply chain. The management and development of the supply chain for the Westside business is based on the fashion content of the product. Our company's products can be classified as either Basic or Fashion. Basic product lines are typically high volume, low fashion content while fashion lines have lower volume runs and require higher value addition. As such, suppliers of fashion lines have high design empathy and provide higher design inputs; have flexible manufacturing facilities with shorter lead times and high unit value realizations. Suppliers of basic merchandise, on the other hand, operate on economies of scale. They have lower unit value realizations, their manufacturing setups are capital and technology intensive and often, very inflexible.

53 TRENT LIMITED

Supply chain management for the hypermarket business is done at 2 levels - one for the branded goods that we stock and other one is for the private labels. All the goods are directed to the central distribution centre for hypermarket located at Aslali. The role of the D.C. is to conduct the documentation, quality, quantity and MRP checks and stocks the goods for 48 hours. The store receives the goods from the D.C. for stocking at stores thereby the whole process is structured. Use of SAP has facilitated the concept of auto generation of purchase orders for certain goods triggered by using the inventory management module. Supplier selection processes, supplier partnering relationships and communication mechanisms have been improved and strengthened over a period of time. Monitoring of supplier performance is done to ensure meeting operational requirements and the Quality Control standards have been upgraded periodically to reach the best in class. As a part of continuous improvement, our Company has deployed a Vendor Management System for Apparel business - a software developed exclusively for it, to measure and monitor key performance parameters across the entire supply chain. Our Company uses the suppliers as one of the sources of inputs on design, trends, and fabrics, which forms an integral part of the strategic planning process, and leads to learning and sharing. The vendor selection process for Hypermarket for the private labels is similar to that used for Westside business however, for the branded goods our Company has tie-ups with the brand owners or with the distributors enjoying the total margins. Partnering with Suppliers The key supplier partnering process is based on the selection of the preferred supplier base, involvement of suppliers in planning, active process of interaction, mutual discussion on pricing, transparency and the Tata values practiced by our Company. The buyers and sourcing managers are in regular touch with these suppliers and provide techno-commercial inputs to these suppliers. Through a systematic process the senior management meets suppliers. The Sourcing and Buying team communicates with suppliers through the VMS, telephony and personal contacts. To augment the relationship Vendors Meets are organised and annual vendor satisfaction survey is conducted to listen from the suppliers. Through the process of active engagement with suppliers our Company has established partnering relationships and also gets inputs for learning, innovation and improvement. Principal Success Factors The management team of our Company chose the business model of own store label retailing and has successfully improved the all round business performance in the last 8 years. The principle success factors contributing to our Company's success for its apparel business are: 1. Building Product Portfolio as per customers' requirements with focus on  High Quality  Latest and relevant Fashion  Ever improving VFM 2. Knowledge of customer preferences, translated into products that meet customer requirements by trained buyers 3. Best in class customer service 4. Lower Sourcing Cost 5. Cost-effective real estate 6. Attracting and creating a pool of trained retail managers 7. Use of 'Best in class' QC standards 8. Communicating effectively with customers to create a strong brand image The principle success factors contributing to its initial success for its hypermarket business are similar to that of Westside with increased focus on the ability to provide ever improving value for money pricing for a wide array of product offerings: 1. Everyday low pricing 2. Private Labels with focus on

54  Ever improving VFM  Maintaining high quality 3. Wide range of product assortment offering greater choice to the consumers 4. Product placement ensuring ease of shopping in the store 5. Quality of store and ambience 6. Knowledge of customer preferences, translated into products that meet customer requirements by trained category managers 7. Best in class customer service 8. Lower Sourcing Cost 9. Cost-effective real estate 10. Attracting and creating a pool of trained retail managers 11. Use of 'Best in class' QC standards 12. Communicating effectively with customers to create a strong brand image Strategic Challenges The overarching goal for our Company is to attain and maintain a position of leadership by being one of the top players in the retail industry. The key strategic challenges facing the current organised players in general are:  To widen customer base and retain existing customers by meeting their requirements through a product range that satisfies & exceeds their expectations on quality, style & prices.  To locate and open stores in areas where the target segment resides, faster than competition.  To attract, create and retain trained and skilled retail managers to fuel future growth in the organization.  To create a supply chain that is responsive to fluctuating customer preferences, fashion trends & reduce the cost of goods sold.  Manage growth from existing stores.  Strengthen Brand.  Maintaining Best-in-class customer service. Changes in the industry structure Growth rate of organized retail space has gone up tremendously even though retailers are currently addressing only few of the cities. There are now multiple players opening multiple outlets in major metros increasing competition. The major changes in industry competitiveness are:  Entry of new players leading to increased competition for SEC A1/A2/B1  Traditional players becoming more organized and exhibiting aggression in approach  WTO issues - opening up new sourcing opportunities  Growth fueled by urbanization and changing buying habits with inclination towards organized outlets and lifestyles  Spate of Malls coming up in major metros  Retailers strongly focusing on own label products Performance Improvement System Our Company uses the Tata Business Excellence Model (TBEM) based on the Malcolm Baldrige National Quality Award model as an overarching framework to focus on overall performance improvement. Under the TBEM umbrella, the organization introduced and implemented the Balanced Score Card in systematic manner to focus not only on a single unified review mechanism but also to drive improvements aimed at balancing the requirements of all the stakeholders.

55 TRENT LIMITED

The implementation of the BSC has helped implement the strategic plans and put our Company on the roadmap for developing and implementing action plans. Store Planning Our Company has continuously improved its process of store planning, site selection and store opening as a part of its Enterprise Process Mapping. Potential new markets for growth & penetration are identified through the process of analysing and assessing Market Attractiveness. Market Attractive process starts from using the census and IRS data to identify top cities in terms of population. A prioritization matrix is built based on demographics and surrogate lifestyle indicators (identified using regression techniques) and is used for assessing relative attractiveness of each metro / city. The presence of competition in these markets is also considered while deciding to enter lower priority markets where there is an opportunity to get the first mover advantage. This process helps our Company rank the attractiveness of the major and mini-metros and other cities on a relative index. The results of the prioritization process are a list of geographic markets in descending order of priority. This forms an input to the Site Identification Team (SIT) for identifying and locating new stores using the Strategic Planning Process. The SIT team carries out a detailed risk analysis in their planning process to create a funnel of properties under consideration before presenting the year-by-year store-opening plan. This SIT team comprises of experienced people from different functions to enable a detailed analysis of each location and facilitates faster decision-making. Our Company has entered into a memorandum of understanding with DLF Universal Limited, a leading real estate developer in India for setting up our Westside and/or Landmark and/or Star India Bazaar stores in the malls to be developed by DLF Universal Limited. Our Company has entered into an Agreement with The Xander Group Inc., a global private equity firm. The Xander Group Inc. will through one or more of its Fund vehicles invest in the development of an institutional retail real estate portfolio in India in partnership with high quality Indian developers. Our Company would have anchor tenancy rights and obligations and would participate with Xander in the management of such portfolio and its growth. Awards Won Some of the awards won by our Company " Brand Leadership Award - India Brand Summit 2003 " Most Admired Fashion Retail Brand of the Year - Images 2004 " Serious Adoption of Tata Business Excellence Model - Tata Quality Management Services 2004 " Most Admired Large Format Retail Chain of the Year - Images 2005 " Business Leadership Award for Retail Category - NDTV Profit Business Leadership Awards 2006 Support of Key Communities Our Company has a well-defined Social Policy, which highlights the intent of the organisation in its endeavor to support community initiatives. The approach of our Company in supporting key communities is to create and develop active partnerships with charitable and voluntary organizations, that are based upon mutual respect and understanding of each other's needs. Our Company works with these organizations to benefit the target communities - "underprivileged children". " Our Company also makes donations towards the central corpus of the Tata Council for Community Initiatives, to fulfill corporate social responsibilities. " However the leadership team regularly takes initiatives in areas of community development where it feels it can make a difference without allocating dedicated resources. The key communities are supported by selling items like diyas during the promotion periods at stores. Our Company also procures items from NGOs, which are sold at no profit, passing the proceeds to NGOs.

56 Regulatory Environment The operations of the Westside stores are subject to regulations like the Shops and Establishment Act, the Weights and Measures Act, and the Packaged Commodities Act. All promotional activities are governed by regulations, which are strictly adhered to by our Company . Our Company adheres to financial discipline as prescribed under various acts, such as the income tax and sales tax acts, etc. All statutory acts related to the management of its employees and their benefits are also adhered to. Our Company has a dedicated Secretarial and Legal department that ensures the compliance of all legal and regulatory requirements. The provisions of the Company law and all other regulations like SEBI, listing agreement with stock exchange for adequate disclosure to investors are adhered to. It also has a separate internal audit department, which reports, suggests and facilitates compliance as a proactive measure. As a part of its relationship with the vendors, our company strongly encourages partners to adhere to all the regulations while manufacturing and delivering the product. Although the impact on society of its products, services, and operations are minimal, our Company is ahead of its time by using the incidents of product recall listed by CPSC in the US for product safety. Our Company has always been proactive in listening from consumers, consultants, employees and vendors. During the planning and construction of stores our Company ensures that environmental issues like noise level, vibration level, and light intensity are taken care of. To offer a great shopping experience our Company uses the learning acquired from visits to international retail stores, and customer feedback to ensure greater care and safety of consumers visiting our stores. Properties Our Company does its business through the 26 Westside stores spread across the country. In most of the cases these stores are operated from leased premises and in some cases from owned premises as well. Depending on the peculiarities of each property the form of legal arrangements are determined and entered in to.Our Company has also started Star India Bazaar at Ahmendabad. The first of a chain of stores aimed at the mass market to provide a wide range of value for money goods and services. The details of the properties occupied by our Company are as under: Sr. No. Location Description of Property Use 1. Bangalore Forum Mall Situated At No. 21, Hosur Rd, Koramangala, Commercial Bangalore - 560 029 2. Bangalore No. 77, Commercial Street, Bangalore - 560 007 Commercial 3. Bangalore Garuda Mall, Magrath Road, Bangalore - 560 025. Commercial 4. Mumbai Infinity Mall, Oshiwara, Andheri Link Road, Andheri West, Commercial Mumbai 400 058 5. Mumbai R-Mall, L.B.S Marg, Mulund (W), Mumbai - 400 080 Commercial 6. Mumbai Army & Navy Building, 148, M.G.Road, Fort, Mumbai - 400 001. Commercial 7. Mumbai 39, Hughes Road, Mumbai - 400 007. Commercial 8. Pune 231, SGS Magnum Mall, Moledina Road, Pune - 411 001. Commercial 9. Nagpur Landmark,Ramdas Peth, Wardha Road, Nagpur - 440 001. Commercial 10. Vadodara Monalisa, Jatalpur, Race Course Road , Vadodara - 390 007. Commercial 11 Ahmedabad Abhijeet - V, Ellisbridge, Near Law Gardens, Commercial Ahmedabad - 380 006. 12. Indore 17, Racecourse Road, Indore - 452 003. Commercial 13. New Delhi 15A,34/35, Ajmal Khan Road, Karol Baug, New Delhi - 110 008. Commercial

57 TRENT LIMITED

Sr. No. Location Description of Property Use

14. New Delhi A - 15,Feroze Gandhi Marg, Alankar Cinema Bldg, Commercial New Delhi - 110 024. 15. New Delhi TDI Mall, Shivaji Palace , Rajouri Garden New Delhi - 110 027. Commercial 16. Gurgaon DLF Grand Mall , Gurgaon - 122 002. Commercial 17. Ghaziabad Pacific Mall, Sahiabad Industrial Area - Ghaziabad (U.P) - 201 010 Commercial 18. Noida Center Stage Mall, L- 1, Sector -18, Noida (U.P) - 201 301 Commercial 19. Kolkata The Gariahaat Mall, 13, Jamir Lane, Kolkata - 700 019. Commercial 20. Kolkata 22, Camac Street, Kolkata - 700 017. Commercial 21. Chennai 769, Spencer Plaza, Anna Salai, Chennai - 600 002. Commercial 22. Hyderabad Khan Lateef Khan Estate, Fateh Maidan Road, Commercial Hyderabad - 500 001. 23. Jaipur Citi Pulse Mall, Plot No 21, Narain Singh Circle, Jaipur. Commercial 24. Lucknow East End Mall, TC 54,Vibhuti Khand, Gomati Nagar, Lucknow. Commercial 25. Surat ISCON Mall, Dummas Road, Opp Rajhans Theater Surat - 395 007 Commercial 26. Mysore No 508, Vishwamanava Double Road, Kuvempunagar, Commercial Mysore, Karnataka 570 023. 27. Ahmedabad ISCON Mall, Near Jodhpur Char Rasta, Ahmedabad - 380 015 Commercial Intellectual Property Our Company sells its products under its various brand names such as "Westside", "Trent", "SRC", "Richmond", "Sassy", "Street Blues", "Gia", "2 Fast 4 U", "ASCOT" and "Westsport". Our company has following 29 trade marks registered under various classes under the Trademarks Act, 1999. 1. Sassy By Westside 2. Street Blues 3. Urban Angel 4. Gia By Westside 5. T - Trent By Westside 6. Westside 7. Star Hypermarket 8. Star Hypermarket 9. Star India Bazaar 10. 2fast4u 11. Star Megamart 12. Millennia 13. Star Shopping Duniya 14. Star 15. Imprint

58 16. Trent 17. Src Casual Wear 18. Star Mahamarket 19. Beari Bear 20. Intima By Westside 21. Popular 22. Companion 23. Star Good Home 24. Risen N Shine 25. Kloz For Kidz 26. Shringar 27. Trent International 28. Tammy 29. Src Club Wear Our Company has filed 78 applications for registration of various trademarks under different classes under the Trademarks Act, 1999. The following is the list of the trade marks pending for registration. : 1. Richmond (word) 2. Westside (word) 3. WESTSIDE (stylized label) 4. Star Hyper Market (word) 5. 2FAST4U (word) 6. Star Shopping Duniya (word) 7. Star India Bazaar (word) 8. Star Mahamarket (word) 9. Star Megamart (word) 10. STAR HYPER MARKET (device of star and trolley) 11. STAR megamart (device of star and trolley) 12. STAR INDIA BAZAAR (device of star and trolley) 13. STAR mahamarket (device of star and trolley) 14. STAR SHOPPING DUNIYA (device of star and trolley) 15. STAR INDIA BAZAAR (label with star device) 16. STAR HYPER MARKET (with star) 17. STAR MEGAMART (label with device of star) 18. STAR SHOPPING DUNIYA (with star) 19. STAR MAHAMARKET (with star) 20. Trent (label) 21. Trent Limited (label)

59 TRENT LIMITED

22. INDIA BAZAAR HYPERMARKET (word) 23. India Bazaar (word) 24. STAR INDIA BAZAAR (word) 25. Star (black & white label) 26. STAR india bazaar (black & white label) 27. Star Good Home (word) 28. Companion (word) 29. Juniors 30. Lil'star 31. Millennia (word) 32. Imprint (word) 33. Gordon (word) 34. Edward (word) 35. Shringar (word) 36. Popular (label) 37. EDWARD (label) 38. Evita (word) 39. Shringar (label) 40. Koz for Kidz (word) 41. Rise n Shine (word) 42. IMPRINT (label) Goods: Kids Footwear 43. IMPRINT (label) Goods: Women Footwear 44. IMPRINT (label) Goods: Mens Footwear 45. Tammy (label) 46. EVITA (label) 47. Spike (label) 48. Davidjones (label) 49. ASCOT (word per se) 50. ASCOT (black & white label) 51. Ascot by Westside 52. Westside Style Showdown (label) 53. MUM SOON with device of Heart (label) 54. MUM SOON (label) 55. M with device of heart (logo) 56. TISYA (label)

60 INSURANCE POLICIES Our Company has insured all the Westside stores, the Star India Bazaar store, godowns, warehouses, offices, stocks, stocks in process, computers, laptops, scanners, printers and furniture against fire accidents, robbery, burglary, house breaking and such other loss and damage to property. Our Company has also insured its permanent employees and its contract workers working at these stores, godowns and warehouses against any loss and damages caused to them when on duty. Our company has provided its employees with group personal accident and mediclaim. Our Company has also insured itself with a "Corporate Guard for Director and Officers policy" covering the loss suffered by our Company for the wrongful act in the insured's capacity as director and a Public Liability Non Industrial Risk covering third party risks associated with the accidents if any occurring in all the stores.

61 TRENT LIMITED SUBSIDIARIES

We have following subsidiaries A. Trent Brands Limited (TBL) Board of Directors Mr Farrokh K. Kavarana - Chairman Mr. Aspy D. Cooper - Director Mr. Noel N. Tata - Director Mr. S. V. Phene - Director Trent Brands Limited was incorporated on October 31, 1995, as a Private Limited Company under the Companies Act, 1956 under the name Shine Marketing Private Limited. The name of the Company was changed to Lakme Brands Limited with effect from May 2, 1996. The name of the Company was further changed to Trent Brands Limited with effect from March 21, 2000. The main object of TBL is to carry on the business of Licensing of Trademarks, Technologies, Research and Development. The Company held various trademarks and R&D unit. In 1998, all its trademarks and the R&D unit were transferred to Hindustan Lever Limited The surplus funds received from transfer of the trademarks have been invested in various securities. The Company owns a property at Chennai, which has been given on lease to our Company The registered office of TBL is situated at 306, Ansal Bhavan, 16, Kasturba Gandhi Marg, New Delhi -110001 Shareholding pattern as on January 31, 2007 Shareholder No of Shares of Rs. 10/- each % of Voting Strength Trent Limited 32,50,000 100% The financial performance of TBL for last five years is given below (Rs. in Lakhs) Ten months Financial Year ended Year ended 31-Jan-07 2006 2005 2004 2003 2002 Sales & Other Income 410.90 582.01 226.20 943.30 51.63 129.52 Profit After Tax 288.16 540.91 201.12 636.07 18.58 102.42 Equity Capital 325.00 325.00 325.00 325.00 325.00 325.00 Reserves 1,496.01 1,207.85 889.29 908.66 272.59 254.00 Earning Per Share of Rs.(10 each) 8.87 16.64 6.19 19.57 0.57 3.15 Book value per share (of Rs.10/- each) 56.03 47.16 37.36 37.96 18.39 17.82 TBL has not made any public or rights issue in the last three years. B. Fiora Services Ltd (Fiora) Board of Directors: Mr. D.B. Engineer - Chairman Mr. P.K. Anand - Director Mr. S.R. Sawant - Director (Resigned with effect from June 23, 2006) Mr S. K. Jain - Director (Appointed with effect from June 23, 2006)

62 Fiora Services Limited (Formerly known as Fiora Cosmetics Limited) was incorporated on December 5, 1989. The main business of Fiora was to manufacture cosmetics. The manufacturing unit was located at Kundaim Industrial Estate, Goa. As per the resolution of the members passed at the general meeting held on September 30, 1999, above manufacturing facilities located at Goa were transferred, as under a. The Nail Enamel manufacturing facility was transferred, as a going concern to Lakme Lever Limited w. e. f. July 1, 1999. b. The land and building along with residential property was transferred to Hindustan Lever Limited c. The specified plant and machinery was transferred to M/s. B. V. Prabhu & Co. With effect from January 17, 2002, name of Fiora Cosmetics Limited was changed to Fiora Services Limited Fiora became subsidiary of our Company in September 2002. Fiora renders following services to our Company 1) Sourcing Services 2) Clearing & forwarding services 3) Other business Auxiliary Services The registered office of Fiora is located at GAT No. 810/811, Village - Wagholi, Taluka-Haweli, Pune -Nagar Road, 412 207. Shareholding pattern as on January 31, 2007 No. of Shares of Rs.100/- each % of voting strength Individuals 3,375 2.22 Trent Brands Limited 97,530 64.21 Trent Limited 39,000 25.67 Tata Investment Corporation Limited 10,500 6.91 Megamillenium Trading & Investment Private Limited 1,500 0.99 Total 1,51,905 100% The financial performance of Fiora for last Four years is as under: (Rs. in Lakhs) Ten months Financial Year ended Year ended 31-Jan-07 2006 2005 2004 2003 Sales & Other Income 465.51 431.99 329.17 233.78 123.58 Profit After Tax 28.32 56.04 55.86 64.72 (129.90) Equity Capital 151.90 151.90 151.90 151.90 151.90 Reserves 493.82 470.98 414.95 359.09 294.37 Earning Per Share (of Rs. 100/- each) 18.64 36.89 36.77 42.61 (85.51) Book value per share (of Rs.100/- each) 425.08 410.05 373.16 336.40 293.79

Fiora has not made any public or rights issue in last three years.

63 TRENT LIMITED

C. Satnam Developers and Finance Private Limited (SDFPL) Board of Directors: Mr. Noel N. Tata - Chairman Mr. S. V. Phene - Director Mrs. H. R. Wadia - Director SDFPL was incorporated on February 15, 1994 under the Companies Act, 1956. The main object of the Company is to purchase, take on lease or otherwise acquire lands and properties and construct houses, offices, factories etc. on any land of the company and to sell, lease, let out or otherwise deal with or dispose of the property, to finance industrial enterprises, commercial enterprises and to lend, advance money to any person or body corporate. In September 2004, our Company acquired 100% of the Equity Share Capital of the SDFPL. The registered office of the SDFPL is situated at 315, Parekh Market, 39 JSS Road, Opera House, Mumbai: 400 004. Entire share capital consisting of 50,000 equity shares of Rs.10 each was held by our Company as on January 31, 2007. Shareholding pattern as on January 31, 2007

Shareholder No of Shares of Rs. 10/- each % of Shareholding Trent Limited 50,000 100%

The financial performance of SDFPL for the Last two years is given below: (Rs. in Lakhs) Ten months Financial Year ended Year ended 31-Jan-07 2006 2005 Sales and Other Income 393.01 329.21 126.51 Profit After Tax 5.63 12.33 2.24 Equity Capital 5.00 5.00 1.00 Reserves 19.76 14.13 1.81 Earning Per Share of Rs.10/- each 11.26 96.73 22.45 Book value per share of Rs.10/- each 49.52 38.25 28.05

SDFPL has issued 40,000 Equity Shares of Rs. 10 each on right basis to our Company its Holding Company. SDFPL together with a developer has formed a joint venture company Satnam Realtors Private Limited (SRPL). SRPL is constructing a building for commercial use. SDFPL has obtained an unsecured short-term loan of Rs. 6,000 Lakhs from a bank in order to finance the construction of the building by SRPL, our Company has furnished a corporate guarantee for this loan. SDFPL has entered into a MOU to purchase 100% shares of a private limited company, which is under construction in Mumbai. This premises will be used to setup a Hyper Market by our Company. In order to finance the purchase of shares and construction of premises, SDFPL has borrowed a loan of Rs 5,000 Lakhs from banks.

64 D. Fiora Link Road Properties Limited (Fiora Link ) Board of Directors Mrs. H. R. Wadia - Director Mr. S.V. Phene - Director Mr. S .W. Kamat - Director Fiora Link was incorporated on August 24, 2005. The Main object of the company is to purchase, take on Lease or otherwise acquire Lands & Properties and construct houses, offices, factories etc on any land of the company and to sell, lease, let out or otherwise deal with or dispose of the property, to finance industrial enterprises, commercial enterprises and to lend, advance money to any person or body corporate. The Registered office of the company is situated at Taj Building, 2nd Floor, 210, Dr. D. N. Road, Mumbai 400001 The entire share capital of the company is held by our Company as on January 31, 2007 Shareholding pattern as on January 31, 2007

Shareholder No of Shares of Rs. 10/- each % of Shareholding Trent Limited 50,000 100% The financial performance of Fiora Link for last one year is as under : (Rs. in Lakhs) Ten months Period ended 24-08-05 31-Jan-07 To 31-03-06 Sales And Other Income 0.01 0.16 Profit After Tax (0.18) (0.16) Equity Capital 5.00 5.00 Reserves (0.34) (0.16) Earning Per Share Of Rs.10/- Each (0.36) (1.08) Book Value Per Share Of Rs.10/- Each 9.32 9.69

Fiora Link has issued 40,000 Equity Shares of Rs. 10 each on right basis to our Company its Holding Company. E. Nahar Theatres Private Limited (Nahar) Board of Directors Mrs. H. R.Wadia - Director Mr. S..V. Phene - Director Mr. Kamal Taneja - Director Nahar was incorporated on August 4, 1971. The Main object of the company is to purchase, take on Lease or otherwise acquire Lands & Properties and construct houses, offices, factories etc on any land of the company and to sell, lease, let out or otherwise deal with or dispose of the property. In September 2005, our Company acquired 100 % of the share capital of the company. The Registered office of the company is located at 402, Ansal Bhavan, New Delhi 110001 Nahar is the owner of premises at Delhi where in our Company's "WestSide Store" is located. The entire share capital of the company is held by our Company as on January 31, 2007.

65 TRENT LIMITED

Shareholding pattern as on January 31, 2007 No Of Equity Shares % No Of Preference Shares % of Rs. 1000 each of Rs. 1000 each Trent Limited 1,996 100% 100 100%

The financial performance of Nahar for last one year is as under : Rs. in Lakhs Ten Months Ended Financial Year 31-01-07 2006 Sales And Other Income 82.85 97.52 Profit After Tax 111.27 - 44.74 Equity Capital 19.96 19.96 Preference Capital 1.00 1.00 Reserves 285.20 173.33 Earning Per Share Of Rs. 1000/- Each 5,570.66 - 2246.05 Book Value Per Share Of Rs.1000/- Each 15,125.94 9555.28 Nahar has not made any public or rights issue in last three years. F. Landmark Limited (Landmark) Board of Directors Mr. Noel N. Tata - Chairman Mr. Aspy D.Cooper - Director Mr. Shreeharsha V.Phene - Director Mr. P. K. Anand - Director Mr. Jayasankar Subramaniam - Director Mr. S. B. P. Pattabhi Rama Rao - Director In August 2005, our Company entered the books and music retail market with the acquisition of 75% share in Landmark, a partnership firm for consideration of Rs. 10240 lakhs and further acquired a 3% share in March 2006. The share in partnership firm Landmark was acquired from the partners Mr. Natraj Ramaiah and Ms. Hemalatha Ramaiah based on internal valuation and prolonged negotiations with the partners. With effect from March 31, 2006, Landmark was converted into limited company- Landmark Limited (Landmark) under Part IX of the Companies Act, 1956. All the assets and liabilities of the erstwhile partnership firm Landmark were transferred to Landmark Limited at its book value. The main objects of Landmark is retailing of Books, Toys, Stationary, and Music etc. At present Landmark has nine Departmental Stores. The Registered office of Landmark is situated at Enterprise Center, 17/5, CST, Besides Orchid Hotel, Off Nehru Road, Vile Parle (E), Mumbai 400 099. Our Company has entered into a Shareholders Agreement dated April 1, 2006 with Ms. Hemalatha Ramaiah for the purpose of recording the rights and obligations of respective parties with respect to their holdings in Landmark. Our Company holds 78% of the total Share Capital of Landmark. Ms. Hemalatha Ramaiah holds 21%. The balance 1% is held by the other group companies of our Company . As long as Ms. Ramaiah holds atleast 13% of the total issued and paid up capital of Landmark, the Board of Landmark shall consist of two thirds of directors nominated by our Company and one third directors nominated by Ms. Ramaiah. Some of the items of business requiring an affirmative vote of our Company as well as Ms. Ramaiah at an appropriately convened shareholders meeting or the affirmative vote of their respective nominees at an appropriately convened Board meeting are:

66 1) Merger or Consolidation of Landmark with another entity or sale of all or substantially all of the assets of Landmark within a period of 29 months from the date of incorporation of Landmark that is August 31, 2008. 2) Amendment to the articles of Association 3) Winding up of Landmark 4) Further issue of shares by Landmark During February 2007, Landmark acquired 2,40,000 equity shares (52.18%) of East West Books (Madras) Private Limited (East West) for a total consideration of Rs. 1,14,76,800 making it a subsidiary of Landmark. Landmark has further agreed to acquire 35.82% of East West during the current financial year. The other remaining shareholders of East West have agreed to sell their entire stake to Landmark at an agreed consideration within six months from the end of the financial year 2010. Companies with which Lamdmark has disassociated: Landmark has not disassociated themselves from any companies/partnership firms, except for the following: Emami Landmark Stores Private Limited - Pursuant to sale of investment by Landmark in December, 2006. Share Holding Pattern as on January 31, 2007 is as follows: No Of Equity Shares % No Of Preference Shares % of Rs. 10 each of Rs. 100 each Trent Limited 39,00,000 78% 16,02,500 98.33% Subsidiaries of Trent 47,500 0.95% 1,850 0.11% Satnam Realtors Private Limited 2,500 0.05% 100 Ms Hemalatha Ramaiah 10,50,000 21 % 25,350 1.56 % Total 50,00,000 100 % 16,29,800 100 % The financial performance of Landmark for ten months Ended January 31, 2007 is as under : Rs. in Lakhs Ten Months Ended 31-01-07 Sales and Other Income 11,369.73 Profit After Tax 373.27 Equity Capital 500.00 Preference Capital 1,629.80 Reserves 373.27 Earning per share of Rs.10/- each 7.21 Book value per share of Rs.10/- each 17.21 G. Westland Books Private Limited (Westland) Board of Directors Mr. Himanshu Chakrawarti - Chairman Mr. Jayasankar Subramaniam - Director Mr. K.S.Padamanabhan - Director Mr. G. Sundarrajan - Director Mr. S. W. Kamat - Director Westland was incorporated on 3rd November 1993

67 TRENT LIMITED

The main Objects of Westland is to start acquire and carry on business as Proprietors, Managers, Editors , Printers, Publishers ,Copyright holders, Importers ,Exporters and Distributors of books, articles ,magazines and literature etc. The Registered office of Westland is situated at 571, Karamaveerar Kamarajar Bhavan, Poonamaliee High Road Amanjikarai, Chennai 600 029. Entire Share Capital of 5000 Equity Shares of Rs 100/- each are held by Landmark Limited as on January 31, 2007 Shareholding pattern as on January 31, 2007 Shareholder No of Shares of Rs. 100/- each % of Shareholding Landmark Limited 5,000 100% The financial performance of Westland for ten months ended January 31, 2007 is as under: Rs. In Lakhs Ten Months Ended 31-01-07 Sales and other income 1,957.34 Profit after tax 157.56 Equity Capital 5.00 Reserves 398.32 Earning Per Share of Rs.100/- each 3,151.20 Book value per share of Rs.100/- each 8,106.40 H. Regent Management Private Limited (Regent) Board of Directors Mr. Himanshu Chakrawarti - Chairman Mr. G. Sundarrajan - Director Mr. S.W. Kamat - Director Mrs. Hemalatha Ramaiah - Director Regent was incorporated on 9th June 1992 The main objects of Regent are to provide comprehensive technical consultancy and management services to manage and operate Retail Operations, Outlets in Book, Stationary Greeting Cards, and Gift Articles etc. The Registered office of the company is situated at B-1 Apex Plaza, No 3, Numgambakkam High Road, Chennai - 600 034. Entire Share Capital of 1,000 Equity Shares of Rs 100/- each are held by Landmark Limited as on January 31, 2007. Shareholding pattern as on January 31, 2007 Shareholder No of Shares of Rs. 100/- each % of Shareholding Landmark Limited 1,000 100%

68 The financial performance of Regent for ten months ended January 31, 2007 is as under : Rs. In Lakhs Ten Months Ended 31-01-07 Sales and Other Income 10.66 Profit After Tax 3.81 Equity Capital 1.00 Reserves 53.89 Earning per share of Rs.100/- each 381.00 Book value per share of Rs.100/- each 5,489.00 I. Landmark E-Tail Private Limited (E-Tail) Board of Directors Mr. Himanshu Chakrawarti - Chairman Mr. G. Sundarrajan - Director Mr. S.W. Kamat - Director Mrs. Hemalatha Ramaiah - Director E-Tail was incorporated on March 14, 2001. The main objects of E- Tail are to carry on Retailers in Books, Magazines all kind of Literature, Games, and Stationary etc. The Registered office of the company is situated at B-1 Apex Plaza, No 3, Numgambakkam High Road, Chennai - 600 034. Entire Share Capital of 1,000 Equity Shares of Rs 100/- each are held by Landmark Limited as on January 31, 2007 Shareholding pattern as on January 31, 2007: Shareholder No of Shares of Rs. 100/- each % of Shareholding Landmark Limited 1,000 100%

The financial performance of E-Tail for ten months ended January 31, 2007 is as under:

Rs. In Lakhs Ten Months Ended 31-01-07 Sales and Other Income 24.15 Profit After Tax (2.24) Equity Capital 1.00 Reserves (18.07) Earning Per Share of Rs.100/- each (224.00) Book Value per Share of Rs.100/- each (1,707.00)

69 TRENT LIMITED CORPORATE STRUCTURE AND MANAGEMENT

Board of Directors Under our Company's Articles of Association, the number of Directors of our Company cannot be less than three or more than 12. At present there are 7 Directors. Our Company's Articles of Association provide that the Board of Directors of Tata Sons Limited (TSL), has the right to nominate one Director ("Special Director") to the Board. Mr. Farrokh K. Kavarana TSL's nominee is the current Special Director. A Director appointed as a Special Director shall not be liable to retire by rotation or subject to the provision of the Act be removed from the office except by Tata Sons Limited or its nominees or its successors. In addition, our Company's Articles of Association provide that its debenture holders have the right to nominate a Director (the "Debenture Director") if the trust deeds relating to debentures require the holders to nominate a Director. Currently there is no Debenture Director appointed. The Board of Directors is composed of the following persons: Sr. Name, Father's name, Designation, Age Other Directorships No. Address, Qualification & Occupation 1. Mr. Farrokh K. Kavarana 63 1. Tata Sons Limited. S/o. Mr. Kaikhushru Kavarana 2. Tata Industires Limited Chairman 3. Tata Tea Limited CCI Chambers, 4. Titan Industries Limited Flat no. 9, 5th Floor, Dinshaw Wacha Road, 5. Tata Projects Limited. Mumbai - 400 020 6. Tata AIG Life Insurance Company Limited B.Com (Hons.), MBA (Wharton), 7. Tata AIG General Insurance Company Limited F.C.A. (England and Wales). 8. Tata Asset Management Limited Company Executive 9. Akzo Nobel Coating India Private Limited DIN: 00027689 10. Sika Properties Private Limited PAN: AAFPK2634R 11. Trent Brands Limited Foreign Companies 1. Tata International AG 2. Tata AG 3. Tata Enterprises (Overseas) AG 4. Tata Enterprises Overseas Limited 5. Tata Limited 6. Tata Inc. 7. Tata Tea Inc. 8. Tatatech Inc. 9. Inter Consumer Goods AG 10. Tata Overseas Development Company Limited. 11. Tata International (U. K.) Limited. 12. TKS - Teknosoft S.A. 13. Quartz Software Technology AG 14. TKS - Banking Solutions SA 15. Tate Precision Industries (Pte) Limited.

70 Sr. Name, Father's name, Designation, Age Other Directorships No. Address, Qualification & Occupation 16. Tata Technology Investment (Pte) Limited. 17. Pte Limited. 18. Tata Project (Malaysia) Sdn. Bhd. 19. Titan International Marketing Limited, 20. Titan International Holding B.V. 21. Titan International Investments B.V. 22. ELXSI Corporation 23. St. James Court Hotel Limited. 24. Group / Tata Tea (GB) Limited. 25. Exegenix Canada Inc. 26. Tata Indian Opportunities Fund, Mauritius 27. Conslience Technologies 28. Tata Asset Management (Mauritius) Private Limited. 29. Consolidated Coffee Inc. USA 30. Eight O'Clock Holdings Inc. USA 31. Eight O'Clock Coffee Company, USA 2. Mr. Noshir A. Soonawala 71 1. Tata Sons Limited S/o. Mr. Adi Furdoonji Soonawala 2. Tata Industries Limited Director 3. Tata Motors Limited 29, Hampton Court, 4. Indian Hotels Company Limited Opp. Colaba Post Office, Colaba, 5. Tata Investment Corporation Limited Mumbai - 400005 B.Com (Hons.), A.C.A. Company Executive DIN: 00005582 PAN: AAHPS6410K 3. Mr. Bakhtiar S. Bhesania 73 1. D.G.P. Hinoday Industries Limited S/o. Mr. Shapoorji N. Bhesania 2. Gilt Edge Finance & Investments Limited Independent Director 3. Jamyad Investments Private Limited Nazir House, 4. India Overland Private Limited 139, A. K. Marg, Cumballa Hill, 5. Bhansali Engineering & Polymers Ltd. Mumbai - 400036. 6. Bombay Rayon Fashions Limited B.Sc., LL.M Advocate DIN: 00026222 PAN: AATPB5529N 4. Mr. Aspy D. Cooper 66 1. Trent Brands Limited S/o. Mr. Dady Hormasji Cooper 2. Lintas India Private Limited Independent Director 3. Landmark Limited 47, Cuffe Parade, Mumbai - 400005 B.Com, A.C.A. Chartered Accountant DIN: 00026134 PAN: AAHPC9827G

71 TRENT LIMITED

Sr. Name, Father's name, Designation, Age Other Directorships No. Address, Qualification & Occupation 5. Mr. Khushroo N. Suntook 71 1. Tata Investment Corporation Limited S/o. Mr. Nariman Suntook 2. National Peroxide Limited Independent Director 3. The Associated Building Company Limited 25, Lands End, 4. Mcgraw-Hill Education (India) Limited Doongersi Road, 5. Cricket Club of India Limited Mumbai - 400006 B.A., LL.B., FCS Company Director DIN: 00025818 PAN: ANVPS1947G 6. Mr. Zubin S. Dubash 47 1. WNS Global Services Private Limited S/o. Mr. Soli Dubash Independent Director 301/302, Anand Bhavan, Babulnath, 2nd Cross Lane, Chowpatty, Mumbai 400 005 B. Com., MBA(Wharton), A.C.A. (England and Wales) Company Executive DIN: 00026206 PAN: AADPD3169N 7 Mr. Noel N. Tata 50 1. Limited S/o. Mr. Naval Hormusji Tata 2. Titan Industries Limited Managing Director 3. DKI Travel Services Private Limited Windmere 4. Bombay Chambers of Commerce & Industry 55, Cuffe Parade 5. Tata Investment Corporation Limited Mumbai - 400005 6. Satnam Developers & Finance Private Limited Graduate of Sussex University, U.K. and 7. Trent Brands Limited IEP (INSEAD) 8. Landmark Limited Company Executive 9. Lorimar Properties Private Limited DIN: 00024713 10. Retailers Association of India PAN: AAAPT5602P Note: None of the above mentioned Directors are on the RBI List of willful defaulters. Chairman: Upon retirement of Mrs. S. N. Tata as Chairman, Mr. Farrokh K. Kavarana has been appointed as Chairman of the Board of Director of our Company, with effect from. October 31, 2006. Mrs. S. N. Tata has been appointed the Chairman Emeritus from the same date. Mr. Farrokh K. Kavarana is also a Special Director on the Board of Director of our Company, appointed by Tata Sons Limited, Promoter of our Company in terms of Article 124 of the Article of Association of our Company. A Director appointed as a Special Director shall not be liable to retire by rotation or subject to the provision of the Act be removed from the office except by Tata Sons Limited or its nominees or its successors. Mr. Farrokh K. Kavarana is also the Chairman on the Board of other companies viz., Trent Brands Limited, Tata Projects Limited, Tata AIG Life Insurance Company Limited, Tata AIG General Insurance Company Limited, Tata Asset Management Limited(a company involved in securities related business), Tata Tea Inc., Tatatech Inc., Exegenix Canada Inc. and Inter Consumer Goods AG.

72 Managing Director: Mr. Noel N. Tata was appointed on the Board of Directors with effect from. December 18, 1997. He has been appointed as the Managing Director of our Company with effect from June 15, 1999. Mr. Noel N. Tata, is a Graduate of Sussex University (U.K.) and IEP (INSEAD). He has worked for two years with Nestle, U.K., as a product manager. He has also worked as Senior General Manger with Tata Exports Limited (now Tata International Limited) for 13 years. Mr Noel N. Tata possesses the necessary experience and expertise in the retail business. Compensation of Directors / Managing Directors In terms of the approval of the shareholders and Agreements executed with the Managing Director, a managerial remuneration comprising of salary, perquisites and allowances and commission (within the limits prescribed under the Act) are paid to the Managing Director. In case of inadequacy of profits in any financial year, remuneration as mentioned above (but excluding the commission) is payable to the Managing Directors. In terms of the agreement entered into by our Company with Mr. Noel N. Tata, Managing Director on September 30, 2004 (Principal Agreement) and the Agreement dated September 8, 2006 supplemental to the Principal Agreement (Supplemental Agreement), Mr. Noel N. Tata is entitled to a salary of Rs. 2.30 Lakhs per month in the scale of Rs. 1.00 Lakhs - Rs. 4.00 Lakhs, in addition to the perquisites, allowances and commission as mentioned above with effect from. April 1, 2006. Our Company paid a gross remuneration to Mr. Noel N. Tata of Rs. 112.67 Lakhs for the FY 2005-2006 and Rs. 110.63 Lakhs for the period April 1, 2006 to January 31, 2007. Besides sitting fees paid to non-Whole-time directors for attendance at meetings of the Board and other Committees of the Directors, a commission as approved by the shareholders is also paid to the non Whole-time Directors. The details of the Directors commission are as below: Rs. FY2006 Ten Months ended January 31, 2007 Directors Commission (Rs.) Sitting Fees (Rs.) Sitting Fees (Rs.) Mrs. S.N.Tata* 8,00,000 73,000 25,000 Mr. Noshir. A. Soonawala 6,00,000 1,04,000 51,000 Mr. Bakhtiar S. Bhesania 6,00,000 1,07,000 76,000 Mr. Aspy D. Cooper 4,00,000 1,04,000 76,000 Mr. Khushroo N. Suntook 4,00,000 80,000 75,000 Mr. Farrokh K. Kavarana 3,00,000 95,000 45,000 Mr. Zubin S. Dubash 1,00,000 20,000 35,000 Total 32,00,000 5,83,000 3,83,000 *Retired with effect from. October 30, 2006 Term of Directors Mr. Farrokh K. Kavarana is a non-retiring Director as per the Articles of our Company. Mr. Noel N. Tata, Managing Director of our Company holds office upto June 15, 2009. All other Directors are liable to retire by rotation. Corporate Governance Our Company has complied with SEBI Guidelines in respect of Corporate Governance especially with respect to broad basing of the Board, constituting the Committees such as Shareholders / Investors Grievance Committee, adoption of Code of Conduct viz., Tata Code of Conduct for Managing Director, Senior management personnel and other executives of our Company etc and also the Whistle Blower Policy. Our Company has complied with all mandatory and also some of non-mandatory requirements of corporate governance norms as enumerated in Clause 49 of the Listing Agreements with stock exchanges. The Board has constituted an Audit Committee, Shareholders Grievance Committee and Remuneration Committee in accordance with the Listing Agreements.

73 TRENT LIMITED

AUDIT COMMITTEE The Committee comprises three Directors, all being Independent Non-Executive Directors. The names of the Committee members are as below:

Mr. Aspy D. Cooper Independent Non-executive - Chairman Mr. Bakhtiar S. Bhesania Independent Non-executive Mr. Khushroo N. Suntook Independent Non-executive

The Committee deals with various aspects of financial statements, adequacy of internal controls, various audit reports, compliance with accounting standards and our Company's financial and risk management policies. It reports to the Board of Directors about its findings and recommendations pertaining to above matters. Our Company Secretary acts as the Secretary to the Audit Committee. During the period from April 1, 2006 to March 31, 2007 meetings were conducted on the following dates: 1) June 27, 2006 2) July 18, 2006 3) October 30, 2006 4) 5th December 2006 5) 29th January 2007 6) 20th February 2007 7) 22nd March 2007 REMUNERATION COMMITTEE The Committee comprises of three Directors, all being Independent Non-Executive Directors. The names of the Committee members are as below: Mr. Aspy D. Cooper Independent Non-Executive Chairman Mr. Noshir A. Soonawala Non-Independent Non-Executive Mr. Bakhtiar S. Bhesania Independent Non-Executive Mr. Farrokh K . Kavarana Non-Independent Non-Executive During the period from April 1, 2006 to March 31, 2007 meetings were conducted on the following dates: 1. May 5, 2006 2. October 10, 2006 SHAREHOLDERS / INVESTOR GRIEVANCE COMMITTEE The Committee comprises of two Directors, one being Independent Non-Executive Director. The composition of the committee is as under: Mr. Farrokh K. Kavarana Non-Independent Non-Executive Chairman Mr. Bakhtiar S. Bhesania Independent Non-Executive

During the period from April 1, 2005 to March 31, 2007 meeting were conducted on the following dates. 1. March 30, 2006 2. October 10, 2006

74 Details of Complaints received for the period April 1, 2006 to March 31, 2007 are as follows:

Details of Investor Complaints No. of Complaints Complaints pending as on April 1, 2006 0 Complaints received during the period April 1, 2006 to March 31, 2007 5 Complaints disposed off during the above period i.e. April 1, 2006 to March 31, 2007 5 Complaints pending as on March 31, 2007 0 Complaints pending more than 15 days of receipt as on March 31, 2007 0 Shareholding of Directors The Articles of our Company do not require the Directors to hold any qualification shares. The Directors, shareholding as on March 31, 2007 was 31,293 Equity Shares of our Company. Interest of Directors All the Directors of our Company, apart from normal remuneration and benefits from our Company and their shareholding in our Company, if any, have no other interest in our Company except in respect of the commercial transaction between our Company, its subsidiaries and other companies in which they are Directors/interested. Changes in the Directors in the last three years The changes, which took place in the Board of Directors since April 2004, are as follows: Year Name Date of Date of retirement/ Reason Appointment Resignation April 1, 2004 to Dr. H. N. Sethna July 25, 1986 November 1, 2004 Retired as Special Director March 31, 2005 nominated by Tata Sons Limited date Mr. Farrokh November 1, 2004 _ Appointed as Special Director K. Kavarana nominated by Tata Sons Limited April 1, 2005 to Mr. Zubin October 27, 2005 _ Appointed as Director March 31, 2006 S. Dubash April 1, 2006 Mrs. S. N. Tata September 12, 1961 October 30, 2006 Retired from the position of till date Director and Chairman. All Directors of our Company retire by rotation except Mr. Farrokh K. Kavarana, Special Director and Mr. Noel N. Tata, Managing Director, who has been re-appointed for a period of five years with effect from June 15, 2004. Borrowing Powers Presently, as per the provisions of Section 293(1)(d), the Board of Directors of our Company is authorized to borrow to an extent of its Paid up Capital plus Free Reserves.

75 TRENT LIMITED

Key Managerial Personnel The key managerial personnel of our Company as on January 31, 2007 were as follows. Name Designation/ Remuneration Net Remune- Qualifications Experie- Date of Age Last Employment Nature of Duties Received Rs. ration Received nce Commencement before joining the Rs. of Employment Company Anand P.K. Vice-President - 47,89,394.02 27,65,782.00 M.Com 31 17.08.1998 52 Vice President - Fiora Operations Cosmetics Limited (In charge of Operations & HR) Chakrawarti COO-Landmark Ltd 37,02,371.67 20,49,030.00 B.Tech.,P.G.D.M. 14 01.11.2000 39 Group Product Himanshu Manager - Lakme Lever Limited Jain S.K. Head - H.R.D. 25,73,748.63 14,43,017.00 B.A., M.S.W. 37 01.01.2001 58 Sr. General (In charge of Manager-HRD Human Resources) Jet Airlines (India) Limited Kamat S .W. G.M. Accts. & Fin. 29,17,037.50 19,38,264.00 B.Com, 31 25.08.1998 52 Manager Finance - (In charge of A.I.C.W.A., Merind Limited Finance and A.C.S. Accounts) Mahajan Gaurav Head - Buying 28,39,312.33 20,83,479.00 B.Com Hon, 10 01.07.1996 33 Asst. Merchandiser (In charge of Comm. App. Littlewoods Buying) International (India) Private Limited Newman Gary Head- Buying 66,30,080.67 35,61,349.00 B.A. (Eco.) 35 19.12.2005 57 Trent Ltd - Head- Hypermarket buying. (In charge of Buying-Hypermarket) Seshasai K.V.S. Head-I.T. & 27,05,430 18,33,530 B.E. 11 01.07.1999 35 TAS Officer - Tata Corporate Quality (Electronics), Services Limited (In charge of MBA Systems Department) Shah R.A. G.M - Engineering 26,60,910.83 17,50,240.00 B.E. (Electrical) 29 20.11.1981 52 Maint. Engineer U.S. (In charge of Vitamins & Pharm. Projects) Corpn.(India) Limited Tata Noel .N. Managing Director 110,63,470.00 72,48,770.00 B.A. (Eco) 23 03.02.1998 50 Managing Director - (In charge of day Univ.of Sussex, Lakme Exports to day Management IEP, INSEAD, Limited affairs) France Wadia H. R. Company Secretary 20,49,658.33 13,55,139.33 B.Com, A.C.A., 22 01.05.1998 46 Company Secretary. (In charge of Legal A.C.S. Lakme Lever and Secretarial) Limited. Chopra Neeti Head - Marketing 22,63,446.83 12,50,486.00 M.A 16 04.10.2005 39 G.M - Group (In charge of (International Executive Officer, Marketing & Studies) Tata Sons Ltd. Promotions) NOTES: 1 The Remuneration of all Key Managerial Personnel is for the period April'06 to January'07 2 'Remuneration Received' salary, taxable value of perquisites and Company's contribution to Provident and Superannuation Funds wherever applicable. 3 'Net Remuneration' is arrived at by deducting from the Gross Remuneration, Income-tax and Company's contribution to Provident and Superannuation Funds and the monetary value of non-cash perquisites, wherever applicable. 4 Our Company has made a provision for contribution to the Employees' Gratuity Fund based on actuarial valuation. This amount has not been included in 'Gross Remuneration' as no separate figures are available for individual employees. 5 All the employees have adequate experience to discharge the responsibilities assigned to them. 6 All key managerial personnel are permanent employees of our Company.

76 Shareholding of Key Managerial Personnel as on January 31, 2007 Name No. of Shares Held Tata Noel N. 30993 Anand P.K 700 Jain S.K. 400 Kamat S .W. 289 Seshasai K.V.S. 500 Mahajan Gaurav 455 Shah R.A. 1471 Wadia H. R. 100 Total 34908 The aggregate shareholding of the key managerial personnel of our Company as on January 31,2007 is 34,908 Equity Shares of our Company. Interest of Promoter, Directors and key managerial personnel Except as stated in "Related Party Transactions" on page 112 of this Letter of Offer, and to the extent of shareholding in our Company, our Promoters and promoter group do not have any other interest in our business. All Directors of the Company may be deemed to be interested to the extent of fees, if any, payable to them for attending meetings of the Board or a Committee. The managing director will be interested to the extent of remuneration paid to him for services rendered by him as officer of the Company. All our directors may also be deemed to be interested to the extent of Equity Shares, if any, already held by them or their relatives in the Company, or that may be subscribed for and allotted to them, out of the present Issue in terms of the Letter of Offer and also to the extent of any dividend payable to them and other distributions in respect of the said Equity Shares. The Directors may also be regarded as interested in the Equity Shares, if any, held by or that may be subscribed by and allotted to the companies, firms and trust, in which they are interested as directors, members, partners and/or trustees. The key managerial personnel of our Company do not have any interest in our Company other than to the extent of the remuneration or benefits to which they are entitled to as per their terms of appointment and reimbursement of expenses incurred by them during the ordinary course of business and to the extent of the Equity Shares held by them in our Company, if any. Employee Stock Options Presently we have one ESOP scheme in place namely ESOP 2005. This scheme was approved by our members on September 27, 2005. The total options granted were 45,850. Currently 38,150 option are in force. Options granted will be vested after a period of 24 months from the date of grant i.e. December 1, 2005 as decided by the Remuneration / Compensation Committee. For further details please refer to section "Notes to the Capital Structure" beginning on page 14 of this Letter of Offer. Bonus or Profit sharing plan for the Key Managerial Personnel Our Company has a performance bonus plan for its middle and senior management. The performance bonus of the individual employees is based on the overall performance of our Company as well as that of the employee. Changes in the Key Managerial Personnel in the last Three Years Following are the changes in Key Managerial Personnel in the last three years (other than superannuation): Name Date of appointment Date of retirement / resignation Reason Mr. Saurabh Chaddha November 18, 2002 December 31, 2004 Resigned Mr. Gary Newman December 14, 2002 March 31, 2005 Expiry of Contract Mr. Phene S.V. August 4, 1986 May 23, 2006 Resigned

77 TRENT LIMITED PROMOTERS Tata Sons Limited ("TSL") Tata Sons Limited ("TSL") was incorporated as a Private Limited company under the Indian Companies Act, 1913 on November 8, 1917 and has its Registered Office at Bombay House, 24 Homi Mody Street, Mumbai 400 001. The Company later became a deemed Public Company with effect from May 1, 1975 as a consequence of which the word private in its name was deleted. TSL is the principal investment holding company of Tata's with significant holdings in the share capital of major operating companies of which it is a Promoter. Amongst its subsidiaries, Tata Consultancy Services Limited ("TCS") and (Maharashtra) Limited are listed on the stock exchanges. The Company confirms that the permanent account numbers, bankl account numbers, the Company Registration Numbers and the addressees of the Registrars our Companies were, the Promoters are registered have been submitted to the BSE and NSE. TSL has two operating divisions: Tata Financial Services (TFS): This division provides financial advisory services related to corporate finance and restructuring, project finance and treasury and portfolio management of operating and investment companies. Tata Quality Management Services (TQMS): This division is involved in creating awareness of and imparting training in the Tata Business Excellence Model (TBEM) amongst Tata companies. This is done to assist Tata companies to achieve well-defined levels of business excellence using the TBEM framework. The framework encompasses four approaches - Assurance, Assessment, Assistance and Award (the JRD QV Award). Shareholding Pattern The equity shares of TSL are not listed on any stock exchange. Its shareholding pattern as of March 31, 2007 is as given below: Name Shareholding (%) Charitable Trusts 65.89 Tata Companies 12.86 Other Companies 18.40 Directors 0.83 Individuals 2.02 Total 100.00 Board of Directors The details of the Board of Directors of TSL as on March 31, 2007 are as given in the table below: Name Designation Mr. Ratan Chairman Mr. N. A. Soonawala Vice Chairman Mr. F. K. Kavarana Director Mr. Syamal Gupta Director Dr. J J Irani Director Mr. R Gopalakrishnan Executive Director Mr. Finance Director Mr. R K Krishna Kumar Director Mr. A R Gandhi Executive Director Mr. Alan Rosling Executive Director Mr. C. P. Mistry Director Changes in the Management of TSL in the last three years: Name of Director Date of Appointment Date of Cessation Mr. C.P. Mistry 10.08.06 Mr. P.S. Mistry 31.12.04

78 Financial Performance: (in Rs. Lakhs except per share data) FY 2004 FY 2005 FY 2006 Sales and other Income 647668 373569 186757 Profit after tax 129,196 327361 161231 Equity Capital 4041 4041 4041 Reserves and Surplus 498150 792860 923685 Earnings per share (of Rs.1,000 each) 31912 80904 39782 Book value per share (of Rs.1,000 each) 134829 183007 212903 Subsidiaries of TSL TSL has the following subsidiaries as on 31-03-2007 : 1) Ewart Investments Limited 2) Ewart Investment Private Limited (Mauritius) 3) Primal Investments & Finance Limited 4) TCE Consulting Engineers Limited 5) THDC Limited 6) Limited (Formerly Space TV Limited) 7) Tata International AG, Zug 8) Tata Limited, London 9) Panatone Finvest Limited 10) E2E Serwiz Solutions Limited 11) Tata Asset Management Limited 12) Tata Petrodyne Limited 13) Tata Pension Management Limited 14) Infiniti Retail Limited (Value Electronics Limited) 15) Tata Teleservices Limited 16) Tata AIG Life Insurance Company Limited 17) Tata AIG General Insurance Company Limited 18) Tata Consultancy Services Limited 19) Computational Research Laboratories Private Limited 20) Tata Realty and Infrastructure Limited 21) CMC Limited 22) CMC Americas Inc. 23) APonline Limited 24) Tata America International Corporation Limited 25) Tata Information Technology (Shanghai) Company Limited 26) TCS Iberoamerica S.A. 27) TCS Solution Center Uruguay S.A. 28) TCS Argentina (Argentina) S.A. 29) Tata Consultancy Services De Mexico Sa De CV, Mexico 30) TCS Inversiones Chile Limitada,Chile

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31) Tata Consultancy Services De Espana S.A. , (Spain) 32) Tata Consultancy Services, Belgium S.A. 33) Tata Consultancy Services Do Brasil S.A., (Brazil) 34) Tata Consultancy Services Chile S.A., Chile 35) Tata Consultancy Services, Deutschland GmbH 36) Tata Consultancy Services, Netherlands BV 37) Tata Consultancy Services, Sverige Ab 38) Tata Consultancy Services, France S.A. 39) Tata Consultancy Services Asia Pacific Pte. Ltd. 40) Tata Consultancy Services Japan Limited 41) Tata Consultancy Services, Malaysia SDN BHD 42) WTI Advanced Technology Ltd. 43) TCS Italia SRL 44) Diligenta Limited 45) TCS FNS Pty Limited 46) Tata Consultancy Services Portugal Unipesoal Limitada 47) Swedish Indian IT Resources Ab 48) Tata Consultancy Services Chile Limitada 49) Financial Network Services (Holdings) Pty. Limited 50) Financial Network Services Pty. Limited 51) Financial Network Services (Facilities Management) Pty. Ltd. 52) Financial Network Services (Europe) Plc 53) Financial Network Services (Africa) (Pty) Limited 54) Financial Network Services (H.K.) Limited 55) PT Financial Network Services 56) Fianancial Network Services Chile Ltd. A 57) Chong Wan Investment Ltd. 58) Financial Network Services Malaysia SDN BHD 59) Sisteco S.A. 60) Syscrom S.A. 61) Pentacrom S.A. 62) Pentacrom Servicios S.A 63) Custodia De Documentos Intres Limitada 64) Tata Consultancy Services Luxembourg S.A 65) Tata Infotech Deutschland GmbH 66) Tata Infotech Singapore (Pte) Limited 67) C-Edge Technologies Limited 68) Exigenix Canada Inc. 69) MP Online Limited 70) Concept Marketing & Advertising Limited 71) Tata Asset Management (Mauritius) Private Limited 72) Tata Teleservices (Maharashtra) Limited

80 73) Tata Internet Services Limited 74) Wireless TT Info Services Limited 75) Tata AG Zug 76) Tata Consultancy Services do Brasil Desenvolvimento de Services Ltda (formerly TCS BRASIL S/C LTDA) 77) Tata Consultancy Services bpo Chile, S.A. (formerly COMICROM S.A.) 78) TKS – Teknosoft S.A. 79) TLS – Services S.A. 80) TKS Banking Solutions S.A. 81) Quartz Software Technology S.A. 82) TKS – Teknosoft (France) SAS 83) TCS Management Pty Ltd. 84) Tata Consultancy Services (China) Co. Ltd. 85) Pt. Tata Consultancy Services Indonesia 86) Tata Solutions Centre SA 87) Financial Network Services (Beijing) Co. Ltd. Companies with which the Promoter / TSL has disassociated in the last three years: Tata Sons Limited has not disassociated itself from any of the Companies during the last 3 years. Common Pursuits TSL currently has no business pursuits in common with our Company. Nature and extent of the interest of TSL Except as stated in "Related Party Transactions" on page 112 of this Letter of Offer, and to the extent of shareholding in our Company, TSL does not have any other interest in our business. DETAILS OF THE FIVE LARGEST LISTED COMPANIES WITHIN THE GROUP COMPANIES (CHOSEN ON THE BASIS OF MARKET CAPITALIZATION AS OF MARCH 31, 2007) A. TATA CONSULTANCY SERVICES LIMITED ("TCS") Tata Consultancy Services Limited was incorporated as RR Donnelley (India) Private Limited on January 19, 1995. RR Donnelley and Sons Company ("RRD") had through its wholly owned subsidiary RR Donnelley (Mauritius) Holdings Limited ("RRDM") invested in 100% of the shares of RR Donnelley (India) Private Limited. The main object of RR Donnelley (India) Private Limited was to invest and hold the paid up capital of Tata Donnelley limited, subsequently renamed as Tata Infomedia Limited. In June 2000, Tata Sons acquired the entire shareholding of RRDM in RR Donnelley (India) Private Limited, whereby it became a wholly owned subsidiary of Tata Sons. Thereafter, the name of RR Donnelley (India) Private Limited was changed to Orchid Print India Limited on March 19, 2001. At that time, the primary business of TCS Limited was to hold the equity shares of Tata Infomedia Limited. On December 30, 2003, TCS Limited sold its entire holding in Tata Infomedia. The name of the Company was changed to Tata Consultancy Services Limited on December 17, 2002. On August 9, 2004, the TCS division of Tata Sons Limited was transferred to TCS pursuant to the Orders of the High Court of Judicature at Bombay dated May 9, 2003 and April 7, 2004 and in terms of a Scheme of Arrangement under Sections 391-394 of the Act, between Tata Sons Limited, Tata Consultancy Services Limited and their respective shareholders and creditors. The transfer was effective April 1, 2004. The registered office of TCS is at Bombay House, 24 Homi Mody Street, Fort, Mumbai 400 001. The equity shares of TCS are listed on National Stock Exchange of India Limited and Bombay Stock Exchange Limited. TCS is principally engaged in providing Information Technology (IT) and IT Enabled Services.

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Shareholding Pattern The shareholding pattern of TCS as on March 31, 2007 is given below: Category Category of Shareholder Number of Total Number of Total Shareholding as code shareholders number of shares held a percentage of total shares in demateri- number of shares alised form As a As a percentage percentage of of (A+B) (A+B+C) (A) Shareholding of Promoter and Promoter Group (1) Indian (a) Individuals / Hindu Undivided Family - - - - - (b) Central Government / State Government(s) - - - - - (c) Bodies Corporate 12 76,90,35,313 76,90,35,313 78.58 78.58 (d) Financial Institutions / Banks - - - - - (e) Any Other (specify) -- i) Trust 2 3,00,00,000 3,00,00,000 3.07 3.07 Sub-Total (A) (1) 14 79,90,35,313 79,90,35,313 81.65 81.65 (2) Foreign (a) Individuals (Non-Resident Individuals / - - - - - Foreign Individuals) (b) Bodies Corporate - - - - - (c) Institutions - - - - - (d) Any Other (specify) - - - - - Sub-Total (A) (2) - - - - - Total Shareholding of Promoter and 14 79,90,35,313 79,90,35,313 81.65 81.65 Promoter Group (A) = (A)(1)+(A)(2) (B) Public Shareholding (1) Institutions (a) Mutual Funds / UTI 169 1,95,49,430 1,95,49,206 2.00 2.00 (b) Financial Institutions / Banks 61 5,74,449 5,74,235 0.06 0.06 (c) Central Government / State Government(s) - - - - - (d) Venture Capital Funds - - - - - (e) Insurance Companies 31 2,76,27,652 2,76,27,652 2.82 2.82 (f) Foreign Institutional Investors 310 6,90,45,535 6,90,45,535 7.06 7.06 (g) Foreign Venture Capital Investors - - - - - (h) Any Other (specify) - - - - - Sub-Total (B) (1) 571 11,67,97,066 11,67,96,628 11.94 11.94 (2) Non-Institutions (a) Bodies Corporate 4,359 81,12,186 81,11,065 0.83 0.83 (b) Individuals - - - - -

82 Category Category of Shareholder Number of Total Number of Total Shareholding as code shareholders number of shares held a percentage of total shares in demateri- number of shares alised form As a As a percentage percentage of of (A+B) (A+B+C) i. Individual shareholders holding nominal share 7,17,261 4,65,64,728 4,61,48,996 4.76 4.76 capital upto Rs.1 lakh ii. Individual shareholders holding nominal share 8 70,55,303 70,55,303 0.72 0.72 capital in excess of Rs.1 lakh (c) Any Other (specify) -- i) Overseas Corporate Bodies 3 1,314 1,314 0.00 0.00 ii) Trust 84 38,523 38,493 0.00 0.00 iii) Clearing Member/ House 599 10,06,065 10,06,065 0.10 0.10 Sub-Total (B) (2) 7,22,314 6,27,78,119 6,23,61,236 6.41 6.41 Total Public Shareholding (B) = 7,22,885 17,95,75,185 17,91,57,864 18.35 18.35 (B)(1)+(B)(2) TOTAL (A)+(B) 7,22,899 97,86,10,498 97,81,93,177 100.00 100.00 (C) Shares held by Custodians and against which Depository Receipts have been issued - - - - - GRAND TOTAL (A)+(B)+(C) 7,22,899 97,86,10,498 97,81,93,177 100.00 100.00 Board of Directors The details of the Board of Directors of TCS as on March 31, 2007 are as given in the table below: Name Designation Mr. Ratan Naval Tata Chairman Mr. Subramanian Ramadorai Managing Director and Chief Executive Officer Mr. Aman Mehta Director Mr. Naresh Chandra Director Mr. V. Thyagarajan Director Prof. Clayton M. Christensen Director Dr. Ron Sommer Director Mrs. Laura M. Cha Director Financial Performance (Rs. in lakhs,) Particulars Year ended Year ended Year ended March 31, 2006 March 31, 2005 March 31, 2004 Sales and other income 11,28,281.00 8,12,281.00 429.00 Profit/(Loss) after tax 2,71,687.00 1,83,142.00 1,518.00 Equity capital (par value Re. 1 per share) 4,893.00 4801.00 3,644.00 Reserves and Surplus 5,56,040.00 3,27,304.00 1,064.00 Earnings per share (Rs.) 55.53 38.93* 0.33 Book value per equity share (Rs.) 114.64 69.17 12.93 * Including Exceptional Items

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Share Price Data The high and low for the equity shares of TCS in the last twelve months as quoted on the NSE is provided below. Month Monthly High Monthly Low April - 2006 2088.00 1763.00 May - 2006 2092.00 1701.00 June - 2006 1825.00 1451.25 July - 2006 (cum bonus) 1950.00 1,732.40 July - 2006 (ex bonus) 974.95 924.00 August - 2006 1004.00 863.00 September - 2006 1057.90 949.00 October - 2006 1169.75 980.55 November-2006 1205.00 1051.15 December-2006 1234.45 1080.35 January-2007 1388.95 1198.90 February-2007 1323.80 1172.00 March-2007 1335.00 1150.00

THE DETAILS OF THE INITIAL PUBLIC OFFERING MADE BY TCS IN PRECEEDING THREE YEARS. TCS made an Initial Public Offer (IPO) of equity shares of the Company during the financial year 2004-05 pursuant to its Prospectus dated August 11, 2004. The Company made an Initial Public Issue (IPO) of 55,452,600 equity shares of Re. 1/- each for cash at a price of Rs. 850/- per equity share, consisting of a Fresh Issue of 22,775,000 equity shares by the Company and an Offer for Sale of 32,677,600 equity shares by certain shareholders of the Company. There was also a Green Shoe Option of 8,317,880 equity shares offered at Rs. 850/- per share by an existing shareholder, which was exercised. Pursuant to the approval of the shareholders accorded on September 29, 2004, under a Postal Ballot, and in line with the disclosures made in the Company's Prospectus dated August 11, 2004, the Company allotted, at par, 1,827,400 equity shares of Re. 1/- each on September 29, 2004 and 12,380 equity shares of Re. 1/- each on October 21, 2004, under the Company's ESPS to certain select employees / directors of the Company and its subsidiaries, in recognition of their contribution to the Company. Promise versus Performance TCS completed a public issue of 55,452,600 equity shares of Re. 1 each for cash at a price of Rs. 850 per share aggregating Rs. 4,71,347 lakhs in August 2004, consisting of a fresh issue of 22,775,000 Equity Shares and an offer for sale of 32,677,600 equity shares by certain selling shareholders (including Tata Sons Limited). There was also a green shoe option of 83,17,880 equity shares offered by Tata Sons Limited for cash at a price of Rs. 850 per equity share aggregating Rs. 70,702 lakhs. The issue closed on August 5, 2004. The object of the issue was to create a public trading market for the equity share of TCS by listing them on the stock exchanges, to enhance the visibility and brand name of the Company, to enable the Company to use the equity shares for acquisitions and to provide liquidity to the then existing shareholders. The net proceeds of the fresh issue of equity shares has been fully utilized to paying in part the transfer consideration of Rs. 2,30,000 lakhs to Tata Sons Limited pursuant to the Scheme of Arrangement. TCS did not receive any proceeds of the offer for sale of equity shares by the selling shareholders and from the sale of the equity shares pursuant to the exercise of the green shoe option. No financial projections were made in the prospectus for the Issue. Investor Redressal Mechanism and Investor Complaints TCS has constituted an Investors' Grievance Committee comprising of Mr. Aman Mehta and Mr. S. Ramadorai in accordance with clause 49 of the Listing Agreement with Stock Exchanges to look into the redressal of investors' complaints pertaining

84 to shares/debenture transfer, non receipt of annual reports, interest/dividend payments, issue of duplicate share certificate, transmission (with or without legal representation) of shares and debentures and other miscellaneous complaints.An Investor Relations Department was set up in June 2004 prior to TCS's Initial Public Offer of shares. Mr. S.H Rajadhyaksha, Company Secretary is the Compliance Officer As on March 31, 2007, there were 3 unresolved investor complaints. B. THE LIMITED Tata Steel was originally incorporated as "The Tata Iron and Steel Company Limited" on August 26, 1907 as a public limited company, under the provisions of the Indian Companies Act, VI of 1882. Pursuant to a resolution of the Board of Directors dated May 19, 2005 and of the shareholders of the Company dated July 27, 2005 the name of the Company was changed to "Tata Steel Limited" with effect from August 12, 2005. The registered office of Tata Steel is situated at Bombay House, 24 Homi Mody Street, Fort Mumbai 400 001. Tata Steel is engaged in the business of manufacturing and dealing in steel and steel products such as wire rods, structurals, tubes, bars, bearings, hot rolled coils, cold rolled coils and sheets and semi-finished products like billets, blooms and slabs. It is the largest producer of saleable steel in India in the private sector. Most of the Tata Steel's manufacturing facilities are located in Jamshedpur (Jharkhand), close to the iron ore and coal reserves. Tata Steel's bearing division is located at Kharagpur (West Bengal), ferro manganese plant is located in Joda (Orissa), charge chrome plant is located in Bamnipal (Orissa) and cold rolling complex is located in Tarapur (Maharashtra). Tata Steel also has mines, collieries and quarries in the States of Jharkhand, Orissa and Karnataka. The equity shares of Tata Steel are listed on the BSE and NSE. Board of Directors The details of the Board of Directors of Tata Steel as on March 31, 2007 are as given in the table below: NAME DESIGNATION Mr. Ratan. N. Tata Chairman Mr. Nusli Wadia Director Mr. S. M. Palia Director Mr. Suresh Krishna Director Mr. Ishaat Hussain Director Dr. Jamshed J. Irani Director Mr. Subodh Bhargava Non Executive Director Mr. B. Muthuraman Managing Director Dr. T. Mukherjee Deputy Managing Director (Steel) Mr. A. N. Singh Deputy Managing Director (Corporate Services)

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Shareholding Pattern The shareholding pattern of Tata Steel as of March 31, 2007 is given below: Category Category of Shareholder Number of Total Number of Total Shareholding as code shareholders number of shares held a percentage of total shares in demateri- number of shares alised form As a As a percentage percentage of of (A+B) (A+B+C) (A) Shareholding of Promoter and Promoter Group (1) Indian (a) Individuals / Hindu Undivided Family 0 0 0 0.00 0.00 (b) Central Government / State Governments(s) 0 0 0 0.00 0.00 (c) Bodies Corporate 22 17,61,20,756 17,56,18,671 30.34 30.34 (d) Financial Institutions / Banks 0 0 0 0.00 0.00 (e) Any Other (Trust ) 2 10,31,460 10,31,460 0.18 0.18 Sub-Total (A) (1) 24 17,71,52,216 17,66,50,131 30.52 30.52 (2) Foreign (a) Individuals (Non-Resident Individuals / Foreign Individuals) 0 0 0 0.00 0.00 (b) Bodies Corporate 0 0 0 0.00 0.00 (c) Institutions 0 0 0 0.00 0.00 (d) Any Other (specify) 0 0 0 0.00 0.00 Sub-Total (A) (2) 0 0 0 0.00 0.00 Total Shareholding of Promoter and Promoter Group (A) = (A)(1)+(A)(2) 24 17,71,52,216 17,66,50,131 30.52 30.52 (B) Public Shareholding (1) Institutions (a) Mutual Funds / UTI 230 1,87,91,231 1,87,12,238 3.24 3.24 (b) Financial Institutions / Banks 429 31,53,520 28,64,356 0.54 0.54 (c) Cental Government / State Governments(s) 8 1,23,517 12,240 0.02 0.02 (d) Venture Capital Funds 0 0 0 0.00 0.00 (e) Insurance Companies 35 10,47,58,481 10,47,57,006 18.05 18.05 (f) Foreign Institutional Investors 274 10,10,90,354 10,10,59,945 17.42 17.42 (g) Foreign Venture Capital Investors 0 0 0 0.00 0.00 (h) Any Other (specify) 0 0 0 0.00 0.00 Sub-Total (B) (1) 976 22,79,17,103 22,74,05,785 39.27 39.27 (2) Non-Institutions (a) Bodies Corporate 6,506 2,31,14,814 2,22,27,574 3.98 3.98 (b) Individuals - (1) Individual shareholders holding nominal share 6,65,748 13,05,50,962 9,58,01,495 22.49 22.49 capital upto Rs. 1 lakh

86 Category Category of Shareholder Number of Total Number of Total Shareholding as code shareholders number of shares held a percentage of total shares in demateri- number of shares alised form As a As a percentage percentage of of (A+B) (A+B+C) ii Individual shareholders holding nominal share 835 1,64,46,515 1,34,04,680 2.83 2.83 capital in excess of Rs. 1 lakh (c) Any Other (specify) i. Trusts 86 52,78,479 1,46,053 0.91 0.91 ii. Foreign Corporate Bodies 8 8,900 7,775 0.00 0.00 Sub-total (B) (2) 6,73,183 17,53,99,670 13,15,87,577 30.21 30.21 Total Public Shareholding 6,74,159 40,33,16,773 35,89,93,362 69.48 69.48 (B) = (B)(1)+(B)(2) TOTAL (A)+(B) 6,74,183 58,04,68,989 53,56,43,493 100.00 100.00 C. Shares held by Custodians and against which Depository Receipts have been issued 1 3,867 3,867 0.00 0.00 GRAND TOTAL (A)+(B)+(C) 6,74,184 58,04,72,856 53,56,47,360 100.00 100.00 Financial Performance The financial performance of Tata Steel for the last three years is given below: (Rs. in lakhs, except per share data) Particulars Year ended Year ended Year ended March 31, 2006 March 31, 2005 March 31, 2004 Sales and other income 15,394,15 14,64,698 10,84,290 Profit/(Loss) after tax 3,50,638 3,47,416 1,74,622 Equity capital (par value Rs. 10 per share) 55,367 55,367 36,918 Reserves and Surplus* 8,94,836 6,29,143 3,99,071 Earnings per Share(Rs.) 63.35 62.77 31.55 Book value per equity share (Rs.) 171.68 123.68 118.16 * Net of miscellaneous expenditure to the extent not written off or adjusted. The Company has not become a BIFR company and is neither under winding up nor does it have negative net worth.

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Share Quotation (High and Low) for the last six months on the NSE The high and low for the equity shares of Tata Steel in the last six months as quoted in the NSE is provided below. Month Monthly High Monthly Low October 2006 537.40 490.45 November 2006 506.40 462.30 December 2006 493.05 435.80 January 2007 519.25 452.05 February 2007 470.00 432.35 March 2007 451.10 413.25 (Source: www.nseindia.com) The closing share price of Tata Steel on the NSE as on March 31, 2007 was Rs. 449.65 Investor Redressal Mechanism and Investor Complaints  The Board has constituted an Investors Grievance Committee in accordance with clause 49 of the Listing Agreement to specifically look into the redressal of investor complaints like transfer of shares, non receipt of annual reports and non receipt of declared dividend. Investors' complaints are normally resolved within 15 days of receipt.  As on December 31, 2006 , a total of 2 investor complaints were pending. Subsidiaries of Tata Steel engaged in securities related business Kalimati Investments Company Limited ("Kalimati") is a subsidiary of Tata Steel which is a registered non banking financial company. SEBI and RBI have not conducted any enquiry or investigation in relation to Kalimati and Kalimati has no outstanding dues payable to them. Details of Previous Issue Tata Steel has not come out with any rights or public issue in the last three (3) years. C. TATA MOTORS LIMITED Tata Motors was originally incorporated as The Tata Locomotive and Engineering Company Limited on September 1, 1945 as a public limited company, under the provisions of the Indian Companies Act, 1913. On September 24, 1960, the name of the company was changed to Tata Engineering and Locomotive Company Limited. Subsequently on July 29, 2003, the name of the company was again changed to Tata Motors Limited. The Registered Office of Tata Motors is at Bombay House, 24 Homi Street, Mumbai 400 001. Tata Motors is engaged in the business of manufacture of automobiles in various categories such as heavy, medium, light commercial vehicles, business utility vehicles and passenger cars. The equity shares of Tata Motors are listed on BSE, NSE, Madhya Pradesh Stock Exchange and the .

88 Shareholding Pattern The equity shareholding of Tata Motors as on March 31, 2007 is given below: Category Category of Shareholder Number of Total Number of Total Shareholding as code shareholders number of shares held a percentage of total shares in demateri- number of shares alised form As a As a percentage percentage of of (A+B)1 (A+B+C) (A) Shareholding of Promoter and Promoter Group2 1 Indian (a) Individuals/ Hindu Undivided Family 0 0 0 0.00 0.00 (b) Central Government/ State Government(s) 0 0 0 0.00 0.00 (c) Bodies Corporate 12 12,84,72,429 12,84,72,429 37.45 33.34 (d) Financial Institutions/ Banks 0 0 0 0.00 0.00 (e) Any Others(Specify) (e-i) Trust 4 3,54,976 3,54,976 0.10 0.09 Sub Total (A)(1) 16 12,88,27,405 12,88,27,405 37.55 33.43 2 Foreign a Individuals (Non-Residents Individuals/ 0 0 0 0.00 0.00 Foreign Individuals) b Bodies Corporate 0 0 0 0.00 0.00 c Institutions 0 0 0 0.00 0.00 d Any Others(Specify) 0 0 0 0.00 0.00 Sub Total(A)(2) 0 0 0 0.00 0.00 Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2) 16 12,88,27,405 12,88,27,405 37.55 33.43 (B) Public shareholding 1 Institutions (a) Mutual Funds/ UTI 180 2,05,31,036 2,05,05,080 5.98 5.33 (b) Financial Institutions / Banks 249 12,25,783 11,40,211 0.36 0.32 (c) Central Government/ State Government(s) 5 4,08,161 4,400 0.12 0.11 (d) Venture Capital Funds 0.00 0.00 (e) Insurance Companies 30 4,10,82,162 4,10,81,852 11.97 10.66 (f) Foreign Institutional Investors 335 7,64,61,953 7,64,51,928 22.29 19.84 (g) Foreign Venture Capital Investors 0 0 0 0.00 0.00 (h) Any Other (specify) (h-i) Foreign Institutional Investors - DR 2 3,21,596 3,21,596 0.09 0.08 (h-ii) Foreign Bodies - DR 0 0 0 0.00 0.00 Sub-Total (B)(1) 801 14,00,30,691 13,95,05,067 40.81 36.34

89 TRENT LIMITED

Category Category of Shareholder Number of Total Number of Total Shareholding as code shareholders number of shares held a percentage of total shares in demateri- number of shares alised form As a As a percentage percentage of of (A+B)1 (A+B+C) B 2 Non-institutions (a) Bodies Corporate 2720 45,80,783 43,61,863 1.34 1.19 (b) Individuals i. Individual shareholders holding 2,25,658 3,69,87,838 2,65,71,660 10.78 9.60 nominal share capital up to Rs 1 lakh ii. Individual shareholders holding nominal share capital in excess of Rs. 1 lakh. 79 23,01,782 19,41,375 0.67 0.60 (c) Any Other (specify) (c-i) Directors & their Relatives 17 1,20,839 1,20,839 0.04 0.03 (c-ii) Non Resident Indians 5,039 24,12,957 13,71,081 0.70 0.62 (c-iii) Clearing Member 233 2,57,333 2,57,333 0.08 0.07 (c-iv) Trusts 43 73,730 73,380 0.02 0.02 (c-v) Overseas Corporate Bodies 3 98 0 0.00 0.00 (c-vi) Foreign Corporate Bodies (including FDI) 12 2,74,86,272 18,89,796 8.01 7.13 Sub-Total (B)(2) 2,33,804 7,42,21,632 3,65,87,327 21.64 19.26 (B) Total Public Shareholding (B)= (B)(1)+(B)(2) 2,34,605 21,42,52,323 17,60,92,394 62.45 55.60 TOTAL (A)+(B) 2,34,621 34,30,79,728 30,49,19,799 100.00 89.03 (C) Shares held by Custodians and against which 1 4,22,94,157 4,22,89,757 10.97 Depository Receipts have been issued GRAND TOTAL (A)+(B)+(C) 2,34,622 38,53,73,885 34,72,09,556 100.00 Board of Directors Name Designation Mr. Ratan N Tata Non-Executive Chairman Mr. Noshir A. Soonawala Non-Executive Director Dr J J Irani Non-Executive Director Mr. V R Mehta Independent Director Mr. R Gopalakrishnan Non-Executive Director Mr. N N Wadia Independent Director Mr. S A Naik Independent Director Mr. S. M. Palia Non-Executive Director Mr. Ravi Kant Managing Director Mr. P P Kadle Executive Director

90 Financial Performance The financial performance of Tata Motors for the last three years is given below: (Rs. in lakhs, except per share data) Particulars Year ended Year ended Year ended March 31, 2006 March 31, 2005 March 31, 2004 Sales and other income 24,29,323.00 20,64,866.00 15,55,242.00 Profit/(loss) after tax 1,52,888.00 1,23,695.00 81,034.00 Equity capital (per value Rs.10 per share) 38,287.00 36,179.00 35,683.00 Reserves & Surplus 5,15,420.00 3,74,960.00 3,23,677.00 Earning per share (Rs.) 40.57 34.38 24.68 Book value per equity share (Rs.) 145 114 102 Share Quotation The high and low for the equity shares of Tata Motors in the last six months as quoted on the NSE is provided below. Month Monthly High Monthly Low October 2006 911.75 827.95 November 2006 833.75 802.2 December 2006 906.85 820.5 January 2007 964.55 877.75 February 2007 920.7 783.95 March 2007 805.5 715.1 Source: www.nseindia.com The share price of Tata Motors on the BSE as on March 31, 2007 was Rs. 727.75 Investor Redressal Mechanism and Investor Complaints Tata Motors has constituted an Investors' Grievance Committee comprising of Mr. S. A. Naik, Mr. R. Gopalakrishnan, Mr. Ravi Kant and Mr. Praveen Kadle in accordance with clause 49 of the Listing Agreement with Stock Exchanges. The Committee is empowered to oversee the redressal of investors' complaints pertaining to shares/debenture transfer, non receipt of annual reports, interest/dividend payments, issue of duplicate share certificate, transmission (with or without legal representation) of shares and debentures and other miscellaneous complaints. Mr. H. K. Sethna, Company Secretary is the Compliance Officer. All investors' complaints are normally resolved within 15 days of receipt, except for cases pertaining to legal matters and those which require investigation or verification of old records. As on March 31, 2007, there were no unresolved complaints relating to fraudulent encashment of dividend/interest warrant. Subsidiaries of Tata Motors engaged in securities related business Sheba Properties Limited ("SPL") is a subsidiary of Tata Motors which is a registered non banking financial company. SEBI and RBI have not conducted any enquiry or investigation in relation to SPL and SPL has no outstanding dues payable to them. Promise versus Performance Tata Motors came out with a simultaneous but unlinked right issue of convertible debentures with warrants and secured redeemable non convertible debentures with warrants in September 2001. No financial projections were made in the letter of offer of the said issue.

91 TRENT LIMITED

D. COMPANY LIMITED (TPCL) The Tata Power Company Limited, or Tata Power was incorporated on September 18, 1919 under the Indian Companies Act, 1913. It is engaged in generation, transmission and distribution of electrical energy in Mumbai and its suburbs as well as generating and providing electrical energy in the states of Jharkhand and Karnataka. Consequent to the privatization of Delhi's power distribution system, Tata Power along with certain members of Tata Group have acquired a 51% stake in the North Delhi Power Limited with effect from July 1, 2002. It is also engaged in execution of power projects in and outside India, research and development and manufacture of electronic equipment. Tata Sons Limited (TSL) is the promoter of TPCL. Tata Power along with the Tata Hydro - Electric Power Supply Company Limited and the Andhra Valley Power Supply Company Limited were jointly referred to as the Tata Electric Companies. Vide its order dated October, 2000, the Hon'ble High Court of Judicature at Bombay has sanctioned the arrangement embodied in the Scheme of Amalgamation of the Tata Hydro-Electric Power Supply Company Limited and Andhra Valley Power Supply Company Limited (Transferor Companies) and the Transferor Companies ceased to exist with effect from November 27, 2000. Board of Directors as on March 31, 2007 Name Designation Mr. Ratan Naval Tata Chairman Mr. Syamal Gupta Director Mr. Ramabadran Gopalakrishnan Director Dr. Homiar Sorabji Vachha Director Mr. Adi Jehangir Engineer Director Mr. Ram Krishna Misra LIC Nominee Mr. N. H. Mirza Director Mr. P. R. Menon Managing Director Mr. G. F. Grove - White Executive Director & Chief Operating Officer Mr. Sowmyan Ramakrishnan Executive Director Mr. Rahul Asthana State Government Director Mr. Anil Kumar Sardana Executive Director Shareholding Pattern The shareholding pattern as on March 31, 2007 is given below: Sr. No Category % Holding 1. Charitable Trust 0.04 2. Tata Group Companies 32.25 3. Other Companies 45.65 4. Directors 0.00 5. Other Individuals 22.06 Total 100.00 The shares of Tata Power are listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

92 Financial Performance Rs. Lakhs FY 2004 FY 2005 FY 2006 Sales and Other Income 4,399.07 4,317.57 4,888.40 Profit/(Loss) after Tax 509.08 551.36 610.54 Equity Capital 197.92 197.92 197.92 Reserves (excluding revaluation reserve) 4,277.00 4,363.13 4,782.30 Earning Per Share - Basic (of Rs.10/- each) in Rs. 23.57 28.02 29.03 Net Asset Value (Book Value for Equity share) 179 184 203 Share Quotation Highest and lowest market price during the preceeding 11 months:

Month High (Rs.) Low (Rs.) May 2006 587.90 496.50 June 2006 484.20 394.80 July 2006 496.65 464.80 August 2006 542.10 485.85 September 2006 567.15 502.40 October 2006 554.65 528.15 November 2006 590.55 545.30 December 2006 608.40 540.20 January 2007 614.25 555.95 February 2007 612.20 543.95 March 2007 540.75 491.45 Details of Previous Issue indicating the objects, means of finance, term of issue, Promise Vs. Performance. TPCL has not made any Equity Issue during the last three years. Investor Grievance Redressal System In accordance with clause 49 of the listing Agreement entered into with the Stock Exchanges, the Board of TPCL has constituted a Shareholders/ Investors' Grievance Committee comprising of Mr. Syamal Gupta (Chairman), Dr. H. S. Vachha and Mr. S. Ramakrishnan. In addition to the powers given to the members of the Shareholders/Investors' Grievance Committee, the Board has also authorised Mr. B. J. Shroff, Company Secretary and Compliance officer and Mr. A. S. Bapat, AGM (Legal) of TPCL, to severally approve share transfer / transmissions. All investor complaints which cannot be settled at the level of Mr. B. J. Shroff, Company Secretary and Compliance Officer, are placed before the Shareholders'/ investors' Grievance Committee for final settlement. Investor complaints are normally attended to and resolved within 5 days of receipt. Pending Investor Complaints as on March 31, 2007 No complaints remained unresolved at the end of the quarter ended March 31, 2007. E. VIDESH SANCHAR NIGAM LIMITED (VSNL) VSNL was incorporated under the Companies Act as a public limited company on March 19, 1986 with its Registered Office at Videsh Sanchar Bhavan, Mahatma Gandhi Road, Mumbai - 400 001. VSNL received its certificate of commencement of business on March 21, 1986. VSNL holds the license for International Long Distance service and holds licences to provide National Long Distance Service and Internet services in India. VSNL also provides value added services which include International Leased Lines, Inmarsat Mobile Services, Managed Data Network and other related

93 TRENT LIMITED services. The equity shares are listed on Bombay Stock Exchange and National Stock Exchange and its American Depository Receipts are listed on the New York Stock Exchange. Board of Directors The details of the Board of Directors of VSNL as of March 31, 2007 are as given in the table below: Name Designation Mr. Subodh Bhargava Chairman Mr. N. Srinath Managing Director Mr. Ishaat Hussain Director Mr. K.A. Chaukar Director Mr. Pankaj Agrawala Director Dr. Mukund Rajan Director Mr. N. Parameswaran Director Mr. P. V. Kalyanasundaram Director Dr. V. R. S. Sampath Director Mr. Amal Ganguli Director Mr. Vinod Kumar Director Shareholding Pattern The equity shareholding of VSNL as on March 31, 2007 is given below: Total Shareholding as a percentage of total number of shares Category Category of Shareholder Number of Total Number of As a As a code shareholders number of shares held percentage percentage shares in demateri- o f o f alised form (A+B)1 (A+B+C) (A) Shareholding of Promoter and Promoter Group[2] (1) Indian (a) Individuals/ Hindu Undivided Family 0 0 0 0.00 0.00 (b) Central Government/ State Government(s) 1 7,44,46,885 7,44,46,885 27.84 26.12 (c) Bodies Corporate 5 14,28,25,191 14,28,25,191 53.41 50.11 (d) Financial Institutions/ Banks 0 0 0 0.00 0.00 (e) Any Other (specify) 0 0 0 0.00 0.00 Sub-Total (A)(1) 6 21,72,72,076 21,72,72,076 81.26 76.24 (2) Foreign (a) Individuals (Non-Resident Individuals/ Foreign Individuals) 0 0 0 0.00 0.00 (b) Bodies Corporate 0 0 0 0.00 0.00 (c) Institutions 0 0 0 0.00 0.00 (d) Any Other (specify) 0 0 0 0.00 0.00 Sub-Total (A)(2) 0 0 0 0.00 0.00

94 Total Shareholding as a percentage of total number of shares Category Category of Shareholder Number of Total Number of As a As a code shareholders number of shares held percentage percentage shares in demateri- o f o f alised form (A+B)1 (A+B+C)

Total Shareholding of Promoter and 6 21,72,72,076 21,72,72,076 81.26 76.24 Promoter Group (A)= (A)(1)+(A)(2) (B) Public shareholding [3] (1) Institutions (a) Mutual Funds/ UTI 53 52,08,390 52,08,090 1.95 1.83 (b) Financial Institutions/ Banks 25 4,23,137 4,23,137 0.16 0.15 (c) Central Government/ State Government(s) 0 0 0 0.00 0.00 (d) Venture Capital Funds 0 0 0 0.00 0.00 (e) Insurance Companies 11 2,66,98,572 2,66,98,572 9.98 9.37 (f) Foreign Institutional Investors 62 80,76,944 80,76,944 3.02 2.83 (g) Foreign Venture Capital Investors 0 0 0 0.00 0.00 Sub-Total (B)(1) 151 4,04,07,043 4,04,06,743 15.11 14.18 (2) Non-institutions (a) Bodies Corporate 1,401 22,92,072 22,88,966 0.86 0.80 (b) Individuals - i. Individual shareholders holding nominal 58,770 69,42,909 66,92,586 2.60 2.44 share capital up to Rs. 1 lakh. ii. Individual shareholders holding nominal 27 3,13,134 3,13,134 0.12 0.11 share capital in excess of Rs. 1 lakh. (c) Any Other Trusts 11 14,765 14,765 0.01 0.01 NRIs 552 1,40,531 1,39,339 0.05 0.05 OCBs 3 9,086 9,086 0.00 0.00 Sub-Total (B)(2) 60,764 97,12,497 94,57,876 3.63 3.41 Total Public Shareholding (B) = (B)(1)+(B)(2) 60,915 5,01,19,540 4,98,64,619 18.74 17.59 TOTAL (A)+(B) 60,921 26,73,91,616 26,71,36,695 100.00 93.82 (C) Shares held by Custodians and against which Depository Receipts have been issued 2 1,76,08,384 1,76,08,384 6.18

GRAND TOTAL (A)+(B)+(C) 60,923 28,50,00,000 28,47,45,079 100.00

95 TRENT LIMITED

Financial Performance Rs. in Lakhs Particulars FY 2004 FY 2005 FY 2006 Sales & Other Income 3,37,106.86 3,41,052.02 4,00,972.73 PAT 37,765.60 75,636.74 47,954.21 Equity Capital 28,500.00 28,500.00 28,500.00 Reserves 4,88,217.67 5,44,304.68 5,77,616.72 EPS (Rs.) 13.25 26.54 16.83 Book Value (Rs.) 181.31 200.98 212.67 Share Quotation for last six months as quoted in NSE: Month High Low October 2006 452.40 393.55 November 2006 468.50 427.25 December 2006 442.40 381.80 January 2007 490.60 420.65 February 2007 506.95 365.80 March 2007 423.95 355.05 The share price of VSNL on the NSE as on April 12, 2007 was Rs. 415.50. Investor Grievance Redressal System The Board has constituted as investors' Grievance Committee in accordance with clause 49 of the Listing Agreement with the Stock Exchanges. This Committee has been delegated the powers to approve the issue of duplicate share certificates and approve transfer/transmission of shares exceeding 500 shares per folio. The Registrar and Transfer Agent has been authorised to issue duplicate shares certificate and approve transfer/transmission upto maximum of 500 shares per folio limited only to route day to day work. As the shares of VSNL are under compulsory dematerialise trading for all investors, this delegation is considered adequate. Investor complaints received are normally attended to and replied within 1 week of receipt by the Company/its Registrar i.e., M/s Sharepro Services. All investors' complaints that cannot be settled at the level of Company Secretary / its registrars are placed before the Investors' Grievance Committee for advice. As on March 31, 2007 , there were no investor complaints pending.

Opening balance as of January 1, 2007 Additions Disposals Closing as of March 31, 2007 Nil 2 2 Nil

Promise versus Performance VSNL has not come out with any rights or public issue in the last three (3) years.

96 FINANCIAL INFORMATION

REPORT OF THE AUDITORS ON FINANCIAL INFORMATION To The Board of Directors Trent Limited, Bombay House, 24, Homi Mody Street, Mumbai 400001. Dear Sirs, In pursuance to your mandate dated March 1, 2007 wherein you have requested us to examine the Financial Information as required by Part II of Schedule II to the Companies Act, 1956 and The Securities And Exchange Board Of India (Disclosure And Investor Protection) Guidelines 2000 issued by The Securities And Exchange Board Of India ("SEBI") on January 19, 2000 in pursuance of Section 11 of the SEBI Act, 1992 ("SEBI Guidelines") contained in the statements annexed to this report which is proposed to be included in the Letter of Offer of TRENT LIMITED ("the Company") in connection with the proposed rights issue and we report that : 1. We have examined the 'Summary Statement of Profits and Losses - Restated' for each of the financial years ended on March 31, 2002, 2003, 2004, 2005, 2006 and for the Ten month period ended on 31st January 2007 (Annexure II ), the 'Summary Statement of Assets and Liabilities - Restated' as on those dates (Annexure I), the 'Statement of Cash Flows - Restated' for the years / period ended on those dates (Annexure III) and the related financial statement schedules (Annexure IV to X) as extracted from the audited financial statements for each of the financial years ended on March 31, 2002, 2003, 2004, 2005, and 2006 and adopted by the members of the Company and for the ten month period ended on 31st January 2007, approved by the Board of Directors of the Company and after making the necessary and relevant disclosures and adjustments as appropriate and required to be made in our opinion in accordance with the provisions of Part II of Schedule II of the Companies Act 1956 and the SEBI Guidelines. 2. We have examined the following financial information relating to the Company proposed to be included in the Offer Document, approved by the Board of Directors and annexed to this report: a. Details of dividends paid by the Company (Annexure XI) b. Summary of the Accounting Ratios based on the adjusted profits relating to Earnings Per Share, Net Asset Value and Return on Net Worth (Annexure XII) c. Capitalisation statement of the Company (Annexure XIII) d. Details of 'Other Income' (Annexure XIV) e. Tax Shelter Statement (Annexure XV) 3. We have examined the Statements of Profits and Losses and Statements of Assets and Liabilities of each of the subsidiaries from the year / period in which they became a subsidiary and the related financial statement schedules (Annexure XVI to XXXXII) as extracted from the financial statements for each of those subsidiaries for the relevant years / periods, audited by us, except for the financial statements of, Landmark Limited and its subsidiaries namely Landmark E-tail Private Limited, Westland Books Private Limited and Regent Management Private Limited for the period ended 31st January 2007 which have been audited by other firms of Chartered Accountants and our opinion, in so far as it relates to the amounts included in respect of these subsidiaries is based solely on their audit reports. 4. We have examined the 'Statement of Consolidated Profits and Losses - Restated' for each of the financial years ended on 31st March 2002, 2003, 2004, 2005, 2006 and for the ten month period ended on 31st January 2007 (Annexure XXXXIV), the 'Statement of Consolidated Assets and Liabilities - Restated' as on those dates (Annexure

97 TRENT LIMITED

XXXXIII), the 'Statement of Consolidated Cash Flows - Restated' for the years / period ended on those dates (Annexure XXXXV) and the related financial statement schedules (Annexure XXXXVI) as extracted from the Audited Consolidated Financial Statements for each of the financial years ended on March 31, 2002, 2003, 2004, 2005, 2006 and for the ten month period ended on 31st January 2007 and approved by the Board of Directors of the Company and after making the necessary and relevant disclosures and adjustments as appropriate and required to be made in our opinion in accordance with the provisions of Part II of Schedule II of the Companies Act 1956 and the SEBI Guidelines. 5. Attention is invited to the following: i. In respect of Landmark Limited, the company does not have details in respect of fixed assets, which are stated at net book value of Rs.2917.28 lakhs as at 31st January 2007. In the absence of sufficient details regarding the quantity and value of these assets we are unable to express our opinion on the carrying value of the fixed assets, depreciation charge and profit on sale of assets for the period ended 31st January 2007. ii. In respect of Westland Books Private Limited, the company does not have details in respect of fixed assets, which are stated at net book value of Rs.28.10 lakhs as at 31stJanuary 2007. In the absence of details regarding the quantity and value of these assets we are unable to express our opinion on the carrying value of the fixed assets, depreciation charge and profit on sale of assets for the period ended 31st January 2007. iii. In respect of Landmark Limited, all Investments are held in the name of erstwhile partners of Landmark and is yet to be transferred in the name of the company. In respect of investments in equity shares of listed companies amounting to Rs.17.15 lakhs we are unable to express our opinion on the carrying value of the investments. 6. Subject to the above, in our opinion, the financial information of the Company, as attached to this report as mentioned in paragraphs (1) to (4) above have been prepared in accordance with the provisions of Part II of Schedule II of the Companies Act 1956 and the SEBI Guidelines. This report is intended solely for the use of TRENT LIMITED, for the purpose of inclusion in the Offer Document in connection with the proposed Right Issue of the company. This report may not be used or relied upon by, or disclosed, referred to or communicated by yourself (in whole or in part) to, any third party for any purpose other than the stated use, except with our written consent in each instance, and which consent, may be given, only after full consideration of the circumstances at that time.

For N.M Raiji & Co., Chartered Accountants

M.N. Thakkar Partner Membership No. 8873 Place : Mumbai Date : April 30, 2007

98 Annexure-I TRENT LIMITED SUMMARY STATEMENT OF ASSETS AND LIABILITIES - RESTATED Rs. in Lakhs As At 31-Jan-07 31-Mar-06 31-Mar-05 31-Mar-04 31-Mar-03 31-Mar-02 A Fixed Assets Fixed Assets-Gross 10,115.31 9,154.03 7,651.84 6,304.18 5,063.89 4,233.73 Less: Cum Depreciation 3,056.53 2,501.20 1,766.22 1,336.17 1,193.58 937.22 Net Block 7058.78 6,652.83 5,885.62 4,968.01 3,870.31 3,296.51 Capital Work In Progress 1,274.28 542.95 363.22 145.27 140.97 174.86 Total Fixed Assets 8,333.06 7,195.78 6,248.84 5,113.28 4,011.28 3,471.37 B Investments 33,079.74 23,296.62 11,313.03 11,045.05 11,282.14 12,584.40 C Current Assets, Loans And Advances Inventories 6,883.13 5,336.29 3,762.84 2,397.21 1,725.40 1,408.99 Sundry Debtors 230.81 198.90 162.06 129.64 101.97 92.40 Cash And Bank Balances 1,432.57 1,342.77 834.03 704.29 605.62 538.29 Loans And Advances 6,965.91 7,242.01 5,892.22 6,079.46 5,784.26 3,861.11 Total Current Assets 15,512.42 14,119.97 10,651.15 9,310.60 8,217.25 5,900.79 D Total Assets(A+B+C) 56,925.22 44,612.37 28,213.02 25,468.93 23,510.67 21,956.56 E Liabilities And Provisions Unsecured Loans 16.80 22.14 25.88 27.89 28.65 109.84 Secured Loans 6,550.24 6,550.24 - - - - Current Liabilities And Provisions 9,697.50 10,447.06 5,805.72 4,209.27 3,371.66 2,529.78 Deferred Tax Liabilities - Net 545.52 632.94 697.59 627.77 540.77 552.86 Total Liabilities And Provisions 16,810.06 17,652.38 6,529.19 4,864.93 3,941.08 3,192.48 F Networth - (D-E) 40,115.16 26,959.99 21,683.83 20,604.00 19,569.59 18,764.08 Represented By Shareholders Funds Share Capital 1,576.07 1,442.78 1,311.78 1,311.78 1,311.78 1,311.78 Warrant Application Money 501.26 - - - - - General Reserve 17,486.05 17,658.58 17,408.58 16,408.59 15,408.59 15,239.58 Securities Premium Account 13,423.27 3,682.41 - - - - Amalgamation Reserve 1,492.95 1,492.95 1,492.95 1,492.95 1,492.95 1,492.95 Profit And Loss Account - Restated 4,143.00 1,318.52 1,476.52 1,405.68 1,380.27 742.77 Debenture Redemption Reserve 1,300.00 1,300.00 - - - - Employee Stock Option 192.56 64.75 - - - - Less : Miscellaneous Expenses - - (6.00) (15.00) (24.00) (23.00) Not Written Off

Net Worth 40,115.16 26,959.99 21,683.83 20,604.00 19,569.59 18,764.08

99 TRENT LIMITED

Annexure-II TRENT LIMITED SUMMARY STATEMENT OF PROFITS AND LOSSES - RESTATED Rs. in Lakhs Ten Months Financial Year Ended 31-Jan-07 2006 2005 2004 2003 2002 Income Sales 38,480.86 33,892.93 22,793.37 14,734.14 10,457.41 7,234.64 Other Operating Income 638.99 476.94 356.42 239.08 88.76 49.36 Income From Current Investments 225.60 274.22 298.45 540.06 695.20 962.60 Other Income-Recurring 1,045.18 1,027.92 1,119.40 1,110.59 255.89 719.69 Other Income-Non Recurring 74.32 86.99 42.06 15.46 512.58 93.75 Increase/(Decrease)In Inventory 1,544.82 1,559.82 1,472.18 581.24 343.59 522.56 Total Income 42,009.77 37,318.82 26,081.88 17,220.57 12,353.43 9,582.60 Expenditure Raw Materials Consumed 200.90 234.25 225.84 291.29 310.54 490.40 Purchase Of Finished Goods 21,759.82 18,875.51 12,793.72 7,357.45 5,058.33 3,157.83 Staff Cost 2,384.18 2,027.92 1,466.05 1,081.32 769.32 687.74 Selling & Distribution Expenses 5,796.37 4,770.86 3,233.96 2,112.47 1,482.34 1,089.79 Other Expenses 7,446.11 6,999.85 5,452.10 3,953.51 3,010.66 2,611.16 Interest 115.74 106.21 0.03 0.72 2.53 3.60 Depreciation 627.52 800.05 454.18 306.02 274.75 238.30 Total Expenditure 38,330.64 33,814.65 23,625.88 15,102.78 10,908.47 8,278.82 Profit Before Exceptional Items 3,679.13 3,504.17 2,456.00 2,117.79 1,444.96 1,303.78 Exceptional Items - 75.00 - 70.00 240.00 200.00 Profit Before Tax-Before Restatement 3,679.13 3,429.17 2,456.00 2,047.79 1,204.96 1,103.78 Adjustments Effect Of Change In Accounting Policy - (35.43) (101.37) (186.22) 104.22 141.83 Total Adjustments - (35.43) (101.37) (186.22) 104.22 141.83 Profit Before Tax-After Restatement 3,679.13 3,464.60 2,557.37 2,234.01 1,100.74 961.95 Total Provision For Tax 854.65 991.34 550.08 327.85 (484.18) 81.78 Total Effect On Tax - 11.92 37.15 66.83 (35.50) (52.94) Net Profit After Tax As Restated 2,824.48 2,461.34 1,970.14 1,839.33 1,620.42 933.11 Balance Brought Forward-Restated 1,318.52 1,476.52 1,405.68 1,380.27 742.77 568.55 Profit Available For Appropriation- 4,143.00 3,937.86 3,375.82 3,219.60 2,363.19 1,501.66 Restated Appropriation- General Reserve - 250.00 1,000.00 1,000.00 169.00 103.00 Debenture Redemption Reserve - 1,300.00 - - - - Interim Dividend - - 787.07 - - 655.89 Proposed Dividend - 937.81 - 721.48 721.48 - Tax On Dividend - 131.53 112.23 92.44 92.44 - Balance Carried Forward As Per 4,143.00 1,318.52 1,476.52 1,405.68 1,380.27 742.77 Restated Accounts Total 4,143.00 3,937.86 3,375.82 3,219.60 2,363.19 1,501.66

100 Annexure-III TRENT LIMITED Statement of Cash Flows Restated Rs. in Lakhs Ten Months Financial Year Ended 31-Jan-07 2006 2005 2004 2003 2002 A Cash Flow From Operating Activities Net Profit Before Taxes And Exceptional Items As Per Audited Accounts 3,679.14 3,504.17 2,456.00 2,117.79 1,444.96 1,303.78 Add/Deduct (-) Impact Of Change - 35.43 101.37 186.22 (104.22) (141.83) As Per Restated Accounts 3,679.14 3,539.60 2,557.37 2,304.01 1,340.74 1,161.95 Adjustments For: Depreciation 627.52 800.05 454.19 306.02 274.75 238.30 Interest-(Net) (137.17) (63.68) (215.36) (156.05) (525.34) (96.57) Employee Stock Option 127.80 64.75 - - - - (Profit)/Loss On Fixed Assets 55.24 (86.64) (9.14) 39.92 (40.79) - Sold/Discarded(Net) (Profit)/Loss On Sale Of Long- (491.44) (86.03) (495.64) (463.78) 54.13 (84.00) Term Investments(Net) Dividend From Long-Term (225.34) (385.63) (292.71) (427.67) (90.25) (465.15) Investments Share Of Profit In Landmark - (238.02) - - - - Excess Provision No Longer (0.50) (0.35) - - - - Required Written Back Operating Profit Before Working 3,635.25 3,544.05 1,998.71 1,602.45 1,013.24 754.53 Capital Changes Adjustments For Working Capital Changes (-)Increase/Decrease In Current (9,520.81) 4,148.41 32.96 140.97 (4.63) (4,313.11) Investments (-)Increase/Decrease In Inventories (1,546.84) (1,573.45) (1,365.63) (671.81) (316.41) (547.33) (-)Increase/Decrease In Trade (853.01) (776.24) 335.33 (704.94) (331.75) 2,716.77 And Other Receivables-Restated Increase/(Decrease) In Trade And 305.41 2,795.97 1,375.45 772.37 564.95 738.72 Other Payable Cash Generated From Operations (7,980.00) 8,138.74 2,376.82 1,139.04 925.40 (650.42) Direct Taxes Paid (691.42) (1,141.99) (336.76) (251.66) 992.38 (69.13)

Net Cash From Operating (8,671.42) 6,996.75 2,040.06 887.38 1,917.78 (719.55) Activities

101 TRENT LIMITED

Rs. in Lakhs Ten Months Financial Year Ended 31-Jan-07 2006 2005 2004 2003 2002

B Cash Flow From Investing Activities Purchase Of Fixed Assets (2,316.73) (1,528.07) (1,563.56) (1,105.01) (1,121.41) (781.10) Sale Of Fixed Assets 64.97 158.90 37.75 2.68 70.28 - Purchase Of Long-Term (14,410.77) (19,105.47) (3,425.00) (2,604.83) (447.27) (1,999.53) Investments Sale Of Long-Term Investments 14,639.91 3,059.50 3,619.70 3,164.74 1,460.03 3,789.73 Loans(Net) 1,143.99 (714.32) (220.72) 45.99 (1,773.93) Interest Received 248.12 317.14 164.53 89.81 525.13 104.00 Dividend From Long Term 225.34 387.41 290.93 427.67 90.25 465.15 Investments Share Of Profit In Landmark 238.02 Net Cash (Used In)/From Investing (405.17) (17,186.89) (1,096.37) 21.05 (1,196.92) 1,578.25 Activities C Cash Flow From Financing Activities Proceed From Rights Issue Of - 11,647.50 - - - - Partly Convertible Debentures (Net Of Issue Expenses) Proceed From Preferential Issue 5,012.63 - - - - - Proceed From Warrants 501.26 - - - - - Proceed From Conversion Of 4,861.52 - - - - - Warrants Unclaimed Share Application (0.16) 2.05 - - - - Money Repayment Of Long-Term And (5.54) (3.84) (2.01) (1.07) (0.85) (0.16) Other Borrowing Interest Paid (137.28) (10.02) (0.03) (0.72) (2.53) (3.60) Dividend Paid (1,066.04) (936.81) (811.91) (807.97) (650.15) (857.17) Net Cash Used In Financing 9,166.39 10,698.88 (813.95) (809.76) (653.53) (860.93) Activities D Cash Flow From Sale/Purchase Of Business Net Increase In Cash And Cash 89.80 508.74 129.74 98.67 67.33 (2.23) Equivalents-(A+B+C) Cash And Cash Equivalents As 1,342.77 834.03 704.29 605.62 538.29 540.52 At Beginning Cash And Cash Equivalents As 1,432.57 1,342.77 834.03 704.29 605.62 538.29 At Closing Notes: 1) All Figures In Brackets are Outflows 2) Of The Above Cash And Cash Equivalent Balance 3) Amount Not Available For Use 74.00 71.20 68.84 67.08 65.15 62.45 Being Under Dispute

102 Annexure-IV TRENT LIMITED SIGNIFICANT ACCOUNTING POLICIES For The Ten Months Ended 31st January 2007. 1.0 Basis of preparation of accounts The accounts have been prepared to comply in all material aspects with applicable accounting principles in India, the Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act, 1956. 2.0 Fixed Assets and Depreciation 2.1 Fixed Assets are stated at cost less depreciation. Costs comprise of cost of acquisition and any attributable cost of bringing the asset to condition for its intended use. 2.2 Depreciation is provided in accordance with the provisions of Schedule XIV to the Companies Act, 1956 as under : - (a) In respect of the assets of the Retail Business on "Straight Line" method. (b) In respect of all other assets on "Written Down Value" method. 2.3 Improvement to leasehold premises are depreciated over the period of lease remaining as at the date of their capitalisation. 2.4 Intangible assets are amortised over their useful life not exceeding ten years. 3.0 Investments Long Term Investments are stated at cost. A provision for diminution is made to recognise a decline, other than temporary, in the value of Long Term Investments. Current Investments are stated at lower of cost or fair value. 4.0 Inventories Inventories are valued as under : Raw materials and packing materials : at cost. Finished Products : at lower of cost or net realisable value. 5.0 Income 5.1 Sale of goods is recognised on delivery to customers and include amounts recovered towards sales tax. 5.2 Interest income is accounted on accrual basis. 5.3 Dividend income is accounted when right to receive payment is established. 6.0 Retirement Benefits 6.1 Contributions in respect of Provident Fund, Employees' Pension Scheme and Superannuation are being charged to revenue as incurred. 6.2 In respect of certain employees, the company has created gratuity fund. Contribution to gratuity fund is made on the basis of actuarial valuation. In respect of other employees, the company has taken a group gratuity policy from Life Insurance Corporation of India. Gratuity is provided on the basis of the above policy. 6.3 Provision for leave encashment and other employee retirement benefits is made on actuarial valuation basis. 7.0 Foreign Currency Transactions Foreign Currency transactions are accounted at the rates prevailing on the date of transaction. Year end current assets and liabilities are translated at the exchange rate ruling on the date of the Balance Sheet.

103 TRENT LIMITED

Exchange differences on settlement/conversion are adjusted to : (i) Cost of fixed assets, if the foreign currency transaction relates to fixed asset ; (ii) Profit and Loss Account, in other cases. (iii) Wherever forward contracts are entered into, the exchange differences are dealt with in the Profit and Loss Account over the period of the contracts. 8.0 Store Launch Expenses Various expenses for opening of new stores incurred up to 31st March, 2003 are amortised over a period of three years from opening of the respective stores. From 1st April, 2003, in accordance with the Accounting Standard on Intangible Assets (AS-26), such expenses for opening of new stores incurred during the year have been charged off to the Profit and Loss Account. 9.0 Voluntary Retirement Expenses Voluntary Retirement Compensation paid is amortised over a period of five years. 10.0 Employee Stock Option Scheme (ESOS) In respect of Options granted under the Company's Employee Stock Options Scheme (ESOS), in accordance with guidelines issued by SEBI, the accounting value of options is accounted as deferred employee compensation, which is amortised on a straight line basis over the vesting period. 11.0 Provisions and Contingencies Liabilities The Company recognises a provision when there is a present obligation as a result of past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for contingent liability is made when there is possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or present obligation that the likelihood of outflow of resources is remote, no provision or disclosure is made. 12.0 Taxation 12.1 Current Tax: Provision for Income Tax is determined in accordance with the provisions of Income Tax Act, 1961. 12.2 Deferred Tax: Deferred tax is recognised on timing difference between the taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax assets in respect of unabsorbed depreciation and carry forward of losses are recognised if there is virtual certainty that there will be sufficient future taxable income available to realise such losses.

104 Annexure-V TRENT LIMITED NOTES TO THE SUMMARY STATEMENT OF ASSETS AND LIABILITIES - RESTATED Rs. In Lakhs Ten Months AS AT Ended 31-Jan-07 31-Mar-06 31-Mar-05 31-Mar-04 31-Mar-03 31-Mar-02 Adjustments - Increase/(decrease) in Statement of Assets and Liabilities 1) General Reserve 27.47 27.47 27.47 27.47 27.47 27.47 2) Profit Carried Forward (27.47) (27.47) (52.97) (115.19) (234.58) (165.86) 3) Store Launch Expenses Carried Forward - - (35.43) (136.80) (323.02) (218.80) 4) Deferred Tax Liability - - (11.92) (49.08) (115.91) (80.40)

NOTES TO THE SUMMARY STATEMENT OF PROFITS AND LOSS - RESTATED Ten Months FINANCIAL YEAR Ended 31-Jan-07 2006 2005 2004 2003 2002 Adjustments - (Income)/Expense in statement of Profit and Loss Account on account of change in Accounting Policy a) Store Launch Expenses - (35.43) (101.37) (186.22) 104.22 141.83 b) Provision for Deferred Tax - consequent to above change - 11.92 37.15 66.83 (35.50) (52.94)

Note on change in accounting policy : Upto year ended March 31, 2000, the Company followed the policy of accumulating the expenses for opening of a new store and writing off the same in the year of launching of the new store. During the year 2000-01, this policy was changed to amortise such accumulated expenses over a period of three years from the year of launching of the new store. Adjustments in profit and loss account and assets and liabilities statement are consequential to above change in accounting policy.

105 TRENT LIMITED

Annexure-VI TRENT LIMITED Notes on the Balance Sheet and Profit and Loss Account for the Ten Months Ended 31th January, 2007 1. Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. 134.21 lakhs (2005-2006 : Rs.193.04 lakhs). 2. Effective from April 1, 2006 the Company adopted the Revised “Accounting Standard - 15 Employee Benefits" (AS- 15) issued by the Institute of Chartered Accountants of India. In accordance with the transitional provision in the revised AS-15, additional obligation amounting to Rs. 173.00 lakhs (Net of Deferred Tax Asset of Rs. 88 Lakhs) has been adjusted against the opening balance in General Reserve. 3. There are no amounts due and outstanding to be credited to Investor Education and Protection Fund. 4. During the year 2005-2006 the Company has granted 45,850 stock options under the Employee Stock Option Scheme. Stock Options outstanding as on 31st January, 2007 are 38,150. 5. During the current period the Company has issued 5,85,000 warrants to on preferential basis to Tata Sons Ltd and Tata Investment Corporation Ltd, Promoters of the Company entitling them to apply for one equity share of Rs.10/- each at a premium to be determined in accordance with the SEBI (DIP) Guidelines.The warrant holders would be entitiled to exercise the right to apply for equity shares after 1st June, 2007 but not later than 31st March, 2008. The Company has received Rs.501.26 Lakhs towards warrant application money from the warrant holders in terms of the SEBI (DIP) Guidelines. 6. During the year 2005-2006 the Company has issued 13,10,047 warrants to the shareholders along with partly Convertible Debentures. The Warrant holder is entitled to apply for one equity share of Rs.10/- each at a premium of Rs. 640/- each within 30 days after the expiry of 54 months from 7th July, 2005 being the date of allotment. 5,62,121 warrants are outstanding as on 31st January, 2007. Notes on the Balance Sheet and Profit and Loss Account for the Year Ended 31st March, 2006 1. Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. 193.04 Lakhs (2004-2005: Rs.118.33 Lakhs). 2. Uncalled liability on equity shares partly paid: Rs. 10.31 Lakhs. (2004-2005: Rs Nil) 3. There are no amounts due and outstanding to be credited to Investor Education and Protection Fund. 4. During the year the Company has granted 45,850 stock options under the Employee Stock Option Scheme. Stock Options outstanding as on 31st March, 2006 are 44,900. 5. The expenditure incurred on Rights Issue amounting to Rs. 142.92 Lakhs and the provision for Premium on Redemption of Debentures of Rs. 1283.85 Lakhs have been debited to Securities Premium Account. 6. During the year the company has issued 13,10,047 warrants to the shareholders along with Partly Convertible Debentures. The warrant holders entitled to apply for one equity share of Rs.10/- each at a premium of Rs. 640/- each within 30 days after the expiry of 54 months from 7th July, 2005, being the allotment date. Notes on the Balance Sheet and Profit and Loss Account for the Year Ended 31st March, 2005 1. Estimated amount of contracts remaining to be executed on capital account and not provided for Rs.118.33 Lakhs (2003-2004: Rs.105.28 Lakhs). 2. There are no amounts due and outstanding to be credited to Investor Education and Protection Fund. Notes on the Balance Sheet and Profit and Loss Account for the Year Ended 31st March, 2004 1. Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. 105.28 Lakhs (2002-2003; Rs. 216.96 lakhs). 2. Profit on sale of Long Term Investments (Net) is after write back of provision for diminution in value of Long Term Investments made in earlier years amounting to Rs. 405.33 Lakhs.

106 3. There are no amounts due and outstanding to be credited to Investor Education and Protection Fund. Notes on the Balance Sheet and Profit and Loss Account for the Year Ended 31st March, 2003 1. Estimated amount of contracts remaining to be executed on capital account and not provided for Rs.216.96 Lakhs (2001-2002; Rs. 416.75 lakhs). 2. Loss on sale of Long Term Investment (Net) is after write back of provision for diminution in value of Long Term Investment made in earlier years amounting to Rs. 534.67 Lakhs. 3. There are no amounts due and outstanding to be credited to Investor Education and Protection Fund. Notes on the Balance Sheet and Profit and Loss Account for the Year Ended 31st March, 2002 1. Estimated amount of contracts remaining to be executed on capital account and not provided for Rs.416.75 Lakhs (2000-2001; Rs. 63.47 lakhs). 2. Consequent to the mandatory Accounting Standard issued by the ICAI on the accounting for taxes on income, the company has recorded deferred tax liability of Rs. 514.41 Lakhs till 31st March, 2001 and the same has been debited to the General Reserves as on 1st April, 2001. 3. Deferred Tax Adjustment for the year ended 31st March, 2002 amounting to Rs. 118.86 Lakhs has been recognised in Profit and Loss account.

107 TRENT LIMITED

Annexure-VII TRENT LIMITED Rs. In Lakhs CONTINGENT LIABILITY Ten Months FINANCIAL YEAR Ended 31-Jan-07 2006 2005 2004 2003 2002 a) Claims made against the 576.38 549.93 525.74 462.45 428.09 425.39 company not acknowledged as debts except where amount is not ascertainable b) Sales Tax, Excise and Custom 129.71 146.81 144.04 108.76 201.51 247.62 Demands against which the Company has filed appeals c) Income Tax Demands against 442.62 656.32 507.39 560.29 542.36 492.70 which the Company has filed appeals d) Corporate Guarantee given on 11,000.00 10,000.00 6,000.00 - - - behalf of subsidiary General Provision for Contingencies 205.00 205.00 130.00 130.00 60.00 60.00 (Refer Note Below) Note: As a matter of abundant caution, a general provision for contingencies of upto Rs. 205.00 lakhs has been made till 31st January, 2007 against items a, b and c which are disputed by the company.

108 Annexure-VIII TRENT LIMITED SEGMENTAL REPORTING - RESTATED For the Ten Months Ended 31st January, 2007 (Rs. In Lakhs) Sl Particulars Retailing Current Unallocated Total No. Investments Company A Segment Revenue 1 External Revenue 39,302.91 225.60 936.44 40,464.95 2. Intersegment Revenue - - - - Total Segment Revenue 39,302.91 225.60 936.44 40,464.95 B Results 1 Segment Results 2,758.10 207.97 828.80 3,794.87 2 Interest Expense - - 115.74 115.74 3 Exceptional Items - - - - 4 Provision For Taxation - - 937.62 937.62 5 Excess Tax Provision For Prior Years (Net) - - (82.97) (82.97) Net Profit 2,758.10 207.97 (141.59) 2,824.48 C Segment Assets 20,394.99 12574.60 23,955.63 56,925.22 D Segment Liabilities 7,646.87 - 9,163.19 16,810.06 E Capital Expenditure 1,885.02 - - 1,885.02 F Depreciation 624.21 - 3.31 627.52 H Non Cash Expenses Excess Of Cost Over Fair Value Of Current Investments - 17.63 - 17.63 For the Year Ended 31st March, 2006 (Rs. In Lakhs) Sl Particulars Retailing Current Unallocated Total No. Investments Company A Segment Revenue 1 External Revenue 34,543.94 274.22 940.84 35,759.00 2 Intersegment Revenue - - - - Total Segment Revenue 34,543.94 274.22 940.84 35,759.00 B Results 1 Segment Results 2,526.84 274.22 844.75 3,645.81 2 Interest Expense - - 106.21 106.21 3 Exceptional Items - - 75.00 75.00 4 Provision For Taxation - - 1,003.26 1,003.26 5 Excess Tax Provision For Prior Years (Net) - - - - Net Profit 2,526.84 274.22 (339.72) 2,461.34 C Segment Assets 17,925.69 3,053.79 23,632.89 44,612.37 D Segment Liabilities 7,268.49 - 10,383.89 17,652.38 E Capital Expenditure 1,819.24 - - 1,819.24 F Depreciation 795.08 - 4.97 800.05 H Non Cash Expenses Provision For Contingencies - - 75.00 75.00

109 TRENT LIMITED

For the Year Ended 31st March, 2005 (Rs. In Lakhs) Sl Particulars Retailing Current Unallocated Total No. Investments Company A Segment Revenue 1 External Revenue 23,326.72. 298.45 984.53 24,609.70 2 Intersegment Revenue - - - - Total Segment Revenue 23,326.72 298.45 984.53 24,609.70 B Results 1 Segment Results 1,524.41 298.45 734.54 2,557.40 2 Interest Expense - - 0.03 0.03 3 Exceptional Items - - - - 4 Provision For Taxation - - 568.31 568.31 5 Excess Tax Provision For Prior Years (Net) - - 18.92 18.92 Net Profit 1,524.41 298.45 147.28 1,970.14 C Segment Assets 15,448.84 7,202.20 5,567.98 28,219.02 D Segment Liabilities 4,205.95 - 2,323.24 6,529.19 E Capital Expenditure 1,618.35 - - 1,618.35 F Depreciation 447.01 - 7.17 454.18 H Non Cash Expenses Excess Of Cost Over Fair Value Of Current Investments - - - - For the Year Ended 31st March, 2004 (Rs. In Lakhs) Sl Particulars Retailing Current Unallocated Total No. Investments Company A Segment Revenue 1 External Revenue 15,102.77 540.06 996.50 16,639.33 2 Intersegment Revenue - - - - Total Segment Revenue 15,102.77 540.06 996.50 16,639.33 B Results 1 Segment Results 1,005.74 538.65 760.34 2,304.73 2 Interest Expense - - 0.72 0.72 3 Exceptional Items - - 70.00 70.00 4 Provision For Taxation - - 404.00 404.00 5 Excess Tax Provision For Prior Years (Net) - - 9.32 9.32 Net Profit 1,005.74 538.65 294.94 1,839.33 C Segment Assets 12,737.69 7,253.74 5,492.50 25,483.93 D Segment Liabilities 2,658.81 - 2,206.12 4,864.93 E Capital Expenditure 1,295.43 - 155.18 1,450.61 F Depreciation 297.22 - 8.80 306.02 G Non Cash Expenses 1 Excess Of Cost Over Fair Value Of Current - 1.41 - 1.41 Investments 2 Provision For Contingencies - - 70.00 70.00

110 For the Year Ended 31st March, 2003 (Rs. In Lakhs) Sl Particulars Retailing Current Unallocated Total No. Investments Company A Segment Revenue 1 External Revenue 10,656.23 695.20 658.42 12,009.85 2 Intersegment Revenue - - - - Total Segment Revenue 10,656.23 695.20 658.42 12,009.85 B Results 1 Segment Results 160.08 695.20 487.99 1,343.27 2 Interest Expense - - 2.53 2.53 3 Provision For Diminution In Value Of Long - - 240.00 240.00 Term Investments 4 Provision For Taxation - - 184.92 184.92 5 Excess Tax Provision For Prior Years (Net) - - 704.60 704.60 Net Profit 160.08 695.20 765.14 1,620.42 C Segment Assets 10,720.05 7,376.13 5,438.49 23,534.67 D Segment Liabilities 1,831.31 - 2,109.77 3,941.08 E Capital Expenditure 844.15 - - 844.15 F Depreciation 264.87 - 9.88 274.75 G Non Cash Expenses Provision For Diminution In Value Of Long - - 240.00 240.00 Term Investments For the Year Ended 31st March, 2002 (Rs. In Lakhs) Sl Particulars Retailing Current Unallocated Total No. Investments Company A Segment Revenue 1 External Revenue 7,392.38 962.60 705.06 9,060.04 2 Intersegment Revenue - - - - Total Segment Revenue 7,392.38 962.60 705.06 9,060.04 B Results 1 Segment Results (124.94) 673.58 616.91 1,165.55 2 Interest Expense - - 3.60 3.60 3 Provision For Diminution In Value Of Long - - 200.00 200.00 Term Investments 4 Provision For Taxation - - 67.92 67.92 5 Excess Tax Provision For Prior Years (Net) - - 39.08 39.08 Net Profit (124.94) 673.58 384.47 933.11 C Segment Assets 7,459.93 7,371.51 7,148.12 21,979.56 D Segment Liabilities 1,237.46 - 1,955.02 3,192.48 E Capital Expenditure 788.48 - - 788.48 F Depreciation 237.42 - 0.88 238.30 G Non Cash Expenses 1 Excess Of Cost Over Fair Value Of Current - 289.01 - 289.01 Investments 2 Provision For Diminution In Value Of Long - - 200.00 200.00 Term Investments 111 TRENT LIMITED

Annexure-IX TRENT LIMITED Related party transactions: Related Party disclosures have been set out herein below. The related parties, as defined by Accounting Standard -18 'Related Party Disclosures' issued by The Institute of Chartered Accountants of India, in respect of which the disclosures have been made, have been identified on the basis of disclosures made by the key managerial persons and taken on record by the Board. Parties where control exists Subsidiary Trent Brands Limited - Subsidiary Company. (100% Equity Share Capital is held by Trent Limited as at 31st January, 2007) Fiora Services Limited - Subsidiary Company. (25.67% Equity Share Capital is held by Trent Limited as at 31st January, 2007) (64.20% Equity Share Capital is held by Trent Brands Limited as at 31st January, 2007) Satnam Developers & Finance Private Limited - Subsidiary Company (100% Equity Share Capital is held by Trent Limited as at 31st January, 2007) Nahar Theatres Private Limited - Subsidiary Company (100% Equity Share Capital is held by Trent Limited as at 31st January, 2007) Fiora Link Road Properties Limited - Subsidiary Company (100% Equity Share Capital is held by Trent Limited as at 31st January, 2007) Landmark Limited - Subsidiary Company (78% Equity Share Capital is held by Trent Limited as at 31st January, 2007) Westland Books Private Limited - Subsidiary Company (100% Equity Share Capital is held by Landmark Limited as at 31st January, 2007) Landmark E- Tail Private Limited - Subsidiary Company (100% Equity Share Capital is held by Landmark Limited as at 31st January, 2007) Regent Management Private Limited- Subsidiary Company (100% Equity Share Capital is held by Landmark Limited as at 31st January, 2007) Other Related Parties with whom transactions have taken place during the years: Associates Tata Sons Ltd Directors of the Company Managing Director Mr. Noel N. Tata Non-Executive Directors Mrs. S.N. Tata Mr. Noshir A. Soonawala Mr. Farrokh K. Kavarana Mr. Bakhtiar S. Bhesania Mr. Aspy D. Cooper Mr. Khushroo N. Suntook Mr. Zubin S. Dubash

112 (Rs. In Lakhs) Sr. Particulars Ten Months Year Year Year Year Year No Ended Ended Ended Ended Ended Ended 31-Jan-07 31-Mar-06 31-Mar-05 31-Mar-04 31-Mar-03 31-Mar-02 1 Sales To And Other Recoveries From Related Parties A) Subsidiaries 65.14 43.49 6.82 3.56 2.39 - B) Associates 2.00 21.50 47.71 51.75 0.83 4.71 2 Purchase/Other Services From Related Parties A) Subsidiaries 589.66 517.59 312.96 185.46 123.08 6.00 B) Associates 260.75 245.90 216.81 165.32 19.38 54.94 3 Purchase/Sale Of Fixed Assets From Related Parties A) Subsidiaries 66.63 - - - - - B) Associates - - 22.00 88.00 - - 4 Interest/Dividend Received From Related Parties A) Subsidiaries 94.45 250.10 204.18 - 0.45 139.97 B) Associates 42.11 34.81 - 50.70 84.07 53.00 5 Purchase Of Equity Shares A) Subsidiaries 9,151.57 9.00 - - - - B) Associates ------6 Purchase Of Preference Shares A) Subsidiaries 1,602.50 - - - - - B) Associates - - 200.00 - - - 7 Interest/Dividend Paid To Related Parties A) Subsidiaries 15.87 9.60 8.80 8.80 7.99 - B) Associates 206.32 173.13 158.70 157.23 138.72 175.47 C) Director 2.01 1.52 1.44 - - - 8 Redemption Of Shares A) Subsidiaries ------B) Associates 430.00 - - 100.00 - - 9 Loan Given Subsidiaries 1,735.00 3,457.96 270.00 - - - 10 Loan Repaid Subsidiaries 2,666.49 875.00 - - - - 11 Advance Received Subsidiaries 509.89 - - - - - 12 Advance Repaid Subsidiaries 509.89 - - - - - 13 Guarantee Issued On Behalf Of A) Subsidiaries 1,000.00 4,000.00 6,000.00 - - - B) Associates ------

113 TRENT LIMITED

Sr. Particulars Ten Months Year Year Year Year Year No Ended Ended Ended Ended Ended Ended 31-Jan-07 31-Mar-06 31-Mar-05 31-Mar-04 31-Mar-03 31-Mar-02 Guarantee Outstanding As On 31-01-2007 Subsidiaries 11,000.00 10,000.00 6,000.00 - - - 14 Loan Outstanding As On 31-01-2007 A) Subsidiaries 1,921.47 2,852.96 270.00 - - - 15 Security Deposit Given During The Year A) Subsidiaries - 162.50 - - - - B) Associates 50.00 30.00 - - - - 16 ESOP Granted During The Year ( No. Of Options) Directors - 5,000 - - - - 17 Security Deposit Receivable A) Subsidiaries 412.50 412.50 250.00 250.00 250.00 250.00 B) Associates 80.00 30.00 - - - - 18 Amount Received In Respect Of Rights Issue Of Partly Convertible Debentures On Allotment A) Associates - 2,596.98 - - - - B) Directors - 59.67 - - - - 19 Issue Of Equity Shares Associates 5,088.82 - - - - - 20 Warrant Application Money Received Associates 321.32 - - - - - 21 Inter Corporate Deposits Repaid By A) Subsidiaries - - - - - 250.00 B) Associates ------22 Outstanding Balance Payable By Company A) Subsidiaries - 12.88 25.61 15.68 2.49 - B) Associates 0.78 42.44 42.14 57.06 15.81 12.41 23 Outstanding Balance Recivable By Company A) Subsidiaries 102.20 - - - - - B) Associates ------24 Payments Made To Directors A) Salaries (Including Company's 64.48 40.66 33.66 27.95 25.88 29.98 Contribution To Provident Fund And Superannuation Fund) B) Commission 87.00 87.50 60.00 47.00 32.00 32.00 C) Perquisites - 17.01 14.40 12.87 11.92 0.20 D) Directors' Sitting Fees 3.83 5.83 4.69 3.60 2.31 2.47 Total 155.31 151.00 112.75 91.42 72.11 64.65

114 Annexure-X TRENT LIMITED DETAILS OF INVESTMENTS AS ON 31ST JANUARY 2007 Balance as on 31.01.2007 No.of. Rs. Lakhs Shares/Units Long Term Investment (at Cost less provision for diminution in value) Face Value of Rs 10 each,Unquoted and fully paid-up unless otherwise stated Trade Investments at Cost (unquoted and fully paid unless otherwise stated) The Associated Building Company Limited 50 0.45 (Equity shares of Rs. 900/- each ) Tata International Limited 1,000 2.00 (Equity shares of Rs. 1000/- each ) Tata Services Limited 45 0.45 (Equity shares of Rs. 1000/- each ) Total Trade Investment 2.90 Other Investments at Cost (unquoted and fully paid unless otherwise stated) (a) In Subsidiary Company Nahar Theatres Pvt Ltd. 1,996 2,832.13 (Equity shares of Rs. 1000/- each ) Nahar Theatres Pvt Ltd.- Pref Shares 100 1.00 (9.5% Cumulative Redeemable Preference Shares of Rs 1000/- each) Landmark Limited 3,900,000 9,197.52 Landmark Limited-Pref Shares 1,602,500 1,602.50 (1% Cumulative Convertible Preference Shares of Rs 100/- each) Satnam Developers & Finance Pvt. Ltd. 50,000 906.25 (Change in Face Value of Equity shares from of Rs. 100/- to Rs 10/- each ) Trent Brands Limited 3,250,000 325.00 Fiora Link Road Properties Limited 50,000 5.00 Fiora Services Limited 39,000 76.58 (Equity shares of Rs. 100/- each ) Total Investment in Subsidiary Companies 14,945.98 (b) In Other Company Associated Cement Co. Ltd(Quoted) 3,000 13.93 Gail (India) Limited(Quoted) 17,000 40.88 ITC Limited(Quoted) 10,000 12.18 (Equity shares of Rs. 1/- each )

115 TRENT LIMITED

Balance as on 31.01.2007 No.of. Rs. Lakhs Shares/Units Larsen & Toubro Limited(Quoted) 1,000 13.27 (Equity shares of Rs. 2/- each ) NTPC Limited(Quoted) 15,000 14.59 Oil & Natural Gas Corporation Limited.(Quoted) 4,000 38.52 Punjab National Bank Limited(Quoted) 5,000 20.96 Reliance Communication Ventures Limited(Quoted) 3,000 8.11 (Equity shares of Rs. 5/- each ) Reliance Industries Limited(Quoted) 2,000 7.26 Tata Investment Corporation Limited(Quoted) 64,248 49.99 Tata Sons Limited 20,000 200.00 (6% Cumulative Redeemable Preference Shares of Rs. 1,000/- each ) Tata Auto Comp System Limited 50,00,000 500.00 (7% Cumulative Redeemable Preference Shares) US-64 Bonds(Quoted) 44,103 44.10 (6.75% Tax Free Bonds of Rs. 100/- each) Total Investment in Other Companies 963.79 (c) In Mutual Funds Birla Bond Plus-Institutional-Dividend 35,33,678 371.81 DSP Merrill Lynch Short Term-Dividend 41,99,928 438.08 Kotak Flexi Debt Scheme-Dividend 54,30,306 556.15 Principal IF Short Term Instt Plan-Dividend 75,16,585 771.02 Pru ICICI Instt Short Term Plan-Dividend 99,15,919 1,097.64 JM Equity & Derivative Fund Dividend 21,60,743 216.43 Pru. ICICI Blended Plan A-Dividend 20,00,000 200.00 Birla Dividend Yield Plus Plan-A-Dividend 26,20,694 317.10 Tata Dividend Yield Fund-Dividend 30,00,000 300.00 Tata Infrastructure Fund-Growth 19,19,485 323.23 Total investment in Mutual Fund 4,591.46 Total Investment in Long Term 20,504.13 Current Investments Other Investments at Cost (unquoted and fully paid unless otherwise stated) HDFC Cash Mgmt Fund-Savings Plan-Dividend 99,24,050 1,055.09 Principal Cash Mgmt Fund LO- Instt Prem. Plan - Dividend 75,18,946 752.11 Tata Liquid SHIP-Monthly Dividend 2,62,558 3,017.07 (Units of Rs. 1000/- each )

116 Balance as on 31.01.2007 No.of. Rs. Lakhs Shares/Units JM Floater Fund-Long Term Plan-Dividend 33,16,787 331.77 ABN AMRO FTP- Series 4-Qrtrly Plan B- Dividend 1,50,03,198 1,500.32 Kotak FMP 3M Series 9 -Dividend 1,00,00,000 1,000.00 Principal PNB FMP-32 (91 Days) Series VI-Dec 06-Dividend 1,50,03,133 1,500.31 Pru ICICI FMP35 - 3 Month Plan A-Dividend 1,00,57,991 1,005.80 Standard Chartered FMP-Qrtly Series-2-Dividend 1,50,03,136 1,500.31 UTI Fixed Maturity Plan-QFMP (1/07)-Dividend 66,42,524 664.25 HDFC Multiple Yield Fund-Dividend 23,72,885 240.72 Limited (Quoted) 17,775 6.84 Total Current Investment 12,574.60 Application for membership of Retailers Association of India 100 1.00 (Equity shares of Rs. 1000/- each ) Total Investment 33,079.74 Aggregate book value of Investments Unquoted 32,809.11 Quoted [Market value Rs. 612.23/- Lakhs] 270.63 Total - 33,079.74

117 TRENT LIMITED

Annexure-XI TRENT LIMITED DETAILS OF DIVIDEND PAID Rs. in Lakhs Year ended on

31-Mar-06 31-Mar-05 31-Mar-04 31-Mar-03 31-Mar-02

Equity Shares Number Of Shares 14,427,811 13,117,764 13,117,764 13,117,764 13,117,764 Face Value & Paid-Up Value Per Share (Rs.) 10 10 10 10 10 Rate Of Dividend - % 65 60 55 55 50 Total Dividend (Rs. In Lakhs) 937.81 787.07 721.48 721.48 655.89 Corporate Dividend Tax On Above (Rs. In Lakhs) 131.53 112.23 92.44 92.44 -

Annexure-XII TRENT LIMITED SUMMARY OF ACCOUNTING RATIOS Rs. in Lakhs (Except per share data) Ten Months Financial Year Ended 31-Jan-07 31-Mar-06 31-Mar-05 31-Mar-04 31-Mar-03 31-Mar-02 1.Net Profit After Tax Before Exceptional Items - Restated Net Profit After Tax - Restated 2,824.48 2,461.34 1,970.14 1,839.33 1,620.42 933.11 Add : Exceptional Items - 75.00 - 70.00 240.00 200.00 Net Profit After Tax Before Exceptional 2,824.48 2,536.34 1,970.14 1,909.33 1,860.42 1,133.11 Items - Restated 2.Weighted Average Number Of 146.16 141.84 135.12* 135.12 * 135.12* 135.12* Equity Shares Outstanding During The Period For Basic EPS 3.Weighted Average Number Of Equity 149.45 144.79 135.12 * 135.12 * 135.12 * 135.12 * Shares Outstanding During The Period For Diluted EPS 4.Number Of Equity Shares Outstanding 157.61 144.28 131.18 131.18 131.18 131.18 At The End Of The Year 5.Networth -Restated 40,115.16 26,959.99 21,683.83 20,604.00 19,569.59 18,764.08 Accounting Ratios (Not Annualised) Earning Per Share - Basic (1) / (2) 19.32 17.88 14.58* 14.13* 13.77* 8.39* Earning Per Share - Diluted (1) / (3) 18.90 17.52 14.58* 14.13* 13.77* 8.39* Net Asset Value Per Share (5) / (4) 254.52 186.86 165.30 157.07 149.18 143.04 Return On Net Worth (1) / (5) % 7.04% 9.41% 9.09% 9.27% 9.51% 6.04% * Restated on account of Rights Issue

118 Annexure-XIII TRENT LIMITED CAPITALISATION STATEMENT Rs. in Lakhs Pre-Issue As At Adjusted For 31st January 2007 Rights Issue Borrowing Short Term -- Long Term 6,567.04 6,567.04 Total Debts 6,567.04 6,567.04 Shareholders' funds Equity share capital 1,576.07 1,891.29 Warrant Application Money 501.26 501.26 Reserves and surplus 38,037.83 53,483.35 Total shareholders' funds 40115.16 55,875.90 Long term Debt /Equity Ratio 0.164 0.118 1) Above capitalisation statement is prepared on the assumption that proposed rights issue of Equity Shares 31,52,147 @ Rs. 500 per share will be subscribed fully. 2) Above capitalisation statement is without considering the 5,62,121 detachable warrants issued in July 05 entitling the warrant holders to apply for equity shares as per terms of the issue. 3) Above capitalisation statement is without considering 5,85,000 warrants issued to Tata Sons Limited and Tata Investment Corporation Limited, Promoters of the company on preferential basis on December 22, 2006 entitling them to apply for equity shares as per terms of the issue.The Company has received Non Refundable warrant Application Money of Rs 501.26 Lakhs from the above Promoters,which is considered as part of Shareholders Funds above. 4) Above capitalisation statement is without considering 38,150 Employee Stock Options outstanding as on 31st January 2007. DETAILS OF RESERVES & SURPLUS Rs. in Lakhs AS AT 31-Jan-07 31-Mar-06 31-Mar-05 31-Mar-04 31-Mar-03 31-Mar-02 General Reserve 17,486.05 17,658.58 17,408.58 16,408.59 15,408.59 15,239.58 Amalgamation Reserve 1,492.95 1,492.95 1,492.95 1,492.95 1,492.95 1,492.95 Securities Premium Account 13,423.27 3,682.41 - - - - Employee Stock option 192.56 64.75 - - - - Debenture Redemption Reserve 1300.00 1,300.00 - - - - Profit and Loss Account - Restated 4,143.00 1,318.52 1,476.52 1,405.68 1,380.27 742.77 Total 38037.83 25,517.21 20,378.05 19,307.22 18,281.81 17,475.30 Refer note 1&2 of Capitalisation Statement above.

119 TRENT LIMITED

Annexure-XIV TRENT LIMITED DETAILS OF OTHER INCOME Rs. in Lakhs Ten Months FINANCIAL YEAR Ended 31-Jan-07 2006 2005 2004 2003 2002 Other income-recurring Rent Received 17.86 50.90 49.33 47.09 41.86 41.86 Dividend On Long-Term Investments 225.34 385.63 292.71 427.67 90.25 465.15 Interest On Loans 167.28 149.87 206.75 123.08 84.50 87.56 Interest On Deposits With Bank 11.82 17.05 5.66 16.35 17.25 - Interest On Long-Term Investments - 2.98 2.97 2.48 - - Profit On Sale Of Long-Term Investments 491.44 86.03 495.64 463.78 - 84.00 Miscellaneous Income 131.44 97.44 66.34 30.14 22.03 41.12 Share Of Profit In Partnership - 238.02 - - - - Total 1045.18 1027.92 1119.40 1110.59 255.89 719.69 Other Income-Non Recurring Liquidated Damages - - 25.00 - 40.38 67.50 Profit On Sale Of Fixed Assets - 86.64 9.14 - 40.79 - Insurance Claim ------Sundry Balance Written Back - - - 0.60 5.30 13.64 Prior Year Income ------Interest On Income Tax Refund 73.82 - - 14.86 426.11 12.61 Excess Provision No Longer Required 0.50 0.35 7.92 - - - Written Back Total 74.32 86.99 42.06 15.46 512.58 93.75

120 Annexure-XV TRENT LIMITED TAX SHELTER STATEMENT Rs. in Lakhs Particulars Ten Months Year Ended On Ended 31-Jan-07 31-Mar-06 31-Mar-05 31-Mar-04 31-Mar-03 31-Mar-02 A Tax At Notional Rates 1 Profit Before Tax - Restated - Chargeable At Normal Rate 3,640.79 3,445.44 2,557.37 2,234.01 1,100.74 961.95 - Chargeable At Special Rate 38.34 19.16 - - - - Short Term Capital Gain 111A Total Profit Before Tax 3,679.13 3,464.60 2,557.37 2,234.01 1,100.74 961.95 - Restated 2 Tax Rate (Including Surcharge & Education Cess) - Normal Rate 33.660% 33.660% 36.593% 35.875% 36.750% 35.700% - Special Rate - on Short Term 11.220% 11.220% - - - - Capital Gain 111A 3 Tax At Notional Rates - Chargeable At Normal Rate 1,225.49 1159.74 935.81 801.45 404.52 343.42 - Chargeable At Special Rate 4.30 2.15 - - - - Total Tax At Notional Rates 1,229.79 1161.88 935.81 801.45 404.52 343.42 B Adjustments 1 Permanent Differences a) Dividend exempt From Tax (300.92) (475.07) (450.68) (847.85) (94.00) (1,233.90) b) Capital Gains - Difference (551.24) (104.81) (522.71) (588.63) (606.27) (182.70) in Books and Tax c) Differential Treatment For (4.31) (14.44) (14.80) (13.39) - - Rent Receipts d) Provision For Diminution in - - - - 240.00 200.00 Value of Long Term Investments e) Provision for Contingencies - 75.00 - 70.00 - - f) Gain (-) / Loss on Valuation - - (0.95) 1.41 (4.98) 289.01 Of Current Investments

121 TRENT LIMITED

Particulars Ten Months Year Ended On Ended 31-Jan-07 31-Mar-06 31-Mar-05 31-Mar-04 31-Mar-03 31-Mar-02

g) Business Loss Carried - - - - (106.24) (27.63) Forward and Adjusted h) Share of Profit in Partnership - (238.00) - - - - Firm Exempt - i) Others (339.58) 73.21 41.24 141.51 90.26 0.45 Total Permanent Differences (1,196.05) (684.11) (947.90) (1,236.95) (481.23) (954.77) 2 Timing Differences a) Difference in Book and Tax 12.07 133.53 (268.21) (166.74) (89.71) (4.52) Depreciation b) Expenses underallowed/43B 115.08 105.29 14.22 42.13 0.82 (2.66) Disallowed under Section c) Others - - - 5.60 - - Total Timing Differences 127.15 238.82 (253.99) (119.01) (88.89) (7.18) Net Adjustments (1+2) (1,068.90) (445.29) (1,201.89) (1,355.96) (570.12) (961.95) C Tax saving on Net Adjustments (359.79) (149.88) (439.80) (486.45) (209.52) (343.42) D Total Tax Provided (A+C) 870.00 1,012.00 496.00 315.00 195.00 -

122 Annexure-XVI SUMMARY STATEMENT OF ASSETS AND LIABILITIES OF SUBSIDIARY- TRENT BRANDS LIMITED Rs. in Lakhs As At 31-Jan-07 31-Mar-06 31-Mar-05 31-Mar-04 31-Mar-03 31-Mar-02 A Fixed Assets Fixed Assets Gross 260.10 260.10 260.10 260.10 260.10 260.09 Less Cum. Depreciation 77.47 70.70 62.19 53.24 43.82 33.90 Net Block 182.63 189.40 197.91 206.86 216.28 226.19 Capital Work In Progress ------Total Fixed Assets 182.63 189.40 197.91 206.86 216.28 226.19 B Investments 3428.80 3,063.66 2,842.93 2,797.53 201.00 650.78 C Current Assets, Loans and Advances Inventories ------Sundry Debtors - - - - 11.85 11.85 Cash And Bank Balances 50.11 91.95 11.85 68.60 6.90 26.44 Loans And Advances 26.61 16.67 3.71 5.57 545.53 37.92 Total Current Assets 76.72 108.62 15.56 74.17 564.28 76.21 D Total Assets (A+B+C) 3,688.15 3,361.68 3,056.40 3,078.56 981.56 953.18 E Liabilities and provisions Unsecured Loans ------Current Liabilities And Provisions 1867.14 1,828.83 1,842.11 1,844.93 368.38 360.48 Deferred Tax Liabilities-Net - - - (0.03) 15.59 13.70 Total Liabilities And Provisions 1867.14 1,828.83 1,842.11 1,844.90 383.97 374.18 F Networth (D-E) 1821.01 1,532.85 1,214.29 1,233.66 597.59 579.00 Represented by Shareholders Funds Share Capital 325.00 325.00 325.00 325.00 325.00 325.00 General Reserve 251.37 251.37 196.37 175.38 175.38 175.37 Profit And Loss Account 1244.64 956.48 692.92 733.28 97.21 78.63 Total Reserves 1496.01 1,207.85 889.29 908.66 272.59 254.00 Total Networth 1821.01 1,532.85 1,214.29 1,233.66 597.59 579.00

123 TRENT LIMITED

Annexure-XVII SUMMARY STATEMENT OF PROFITS AND LOSSES OF SUBSIDIARY-TRENT BRANDS LIMITED Rs. in Lakhs Ten Months Year Ended On Ended 31-Jan-07 31-Mar-06 31-Mar-05 31-Mar-04 31-Mar-03 31-Mar-02 INCOME Sales ------Other Operating Income ------Income From Current Investments ------Other Income 410.90 582.01 226.20 943.30 51.63 129.52 Increase/(Decrease )In Inventory ------Total 410.90 582.01 226.20 943.30 51.63 129.52 EXPENDITURE Raw Materials Consumed ------Purchase Of Finished Goods ------Staff Cost ------Selling & Distribution Expenses ------Other Expenses 6.47 7.60 14.68 43.13 12.69 1.03 Interest - - - - - 9.97 Depreciation 6.77 8.50 8.95 9.42 9.92 10.44 Exceptional Items ------Total 13.24 16.10 23.63 52.55 22.61 21.44 PROFIT BEFORE TAX 397.66 565.91 202.57 890.75 29.02 108.08 Provision For Tax - Current Tax 109.50 25.00 1.75 260.00 14.00 2.60 - Deferred Tax - - 0.03 (15.62) 1.90 3.06 - Short /(Excess) Provision Of Tax - - (0.33) 10.30 (5.46) - For Prior Years NET PROFIT AFTER TAX 288.16 540.91 201.12 636.07 18.58 102.42 Balance Brought Forward 956.48 692.92 733.28 97.21 78.63 130.47 Profit Available For Appropriation 1,244.64 1,233.83 934.40 733.28 97.21 232.89 APPROPRIATION General Reserve - 55.00 21.00 - - 11.00 Interim Dividend - 195.00 195.00 - - 130.00 Proposed Dividend ------Tax On Dividend - 27.35 25.48 - - 13.26 Balance Carried Forward 1,244.64 956.48 692.92 733.28 97.21 78.63 Total 1,244.64 1,233.83 934.40 733.28 97.21 232.89

124 Annexure-XVIII STATEMENTS OF SUBSIDIARY - TRENT BRANDS LIMITED I. SIGNIFICANT ACCOUNTING POLICIES FOR THE TEN MONTHS PERIOD ENDED 31ST JANUARY 2007 - TRENT BRANDS LIMITED 1.0 Basis of preparation of accounts The accounts have been prepared to comply in all materials aspects with applicable accounting principles in India, the Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions to the Companies Act, 1956. 2.0 Fixed Assets Fixed Assets are stated at cost less depreciation. Costs comprise cost of acquisition and any attributable cost of bringing the asset to condition for its intended use. 3.0 Depreciation Depreciation has been provided in accordance with Schedule XIV of the Companies Act, 1956 on "Written Down Value" method. 4.0 Investments Long Term Investments are stated at cost. A provision for diminution is made to recognize a decline, other than temporary, in the value of Long term Investments. Current Investments are stated at lower of cost or fair value. 5.0 Income on Investments 5.1 Interest income is accounted on accrual basis. 5.2 Dividend income from investments is accounted when right to receive payment is established. 6.0 Taxation 6.1 Current Tax: Provision for Income Tax is determined in accordance with the provisions of Income Tax Act, 1961. 6.2 Deferred Tax: Deferred Tax is recognised, on timing difference between the taxable income and accounting income that originates in one period and is capable of reversal in one or more subsequent periods. 7.0 Provision/contingencies The Company recognises a provision when there is a present obligation as a result of past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for contingent liability is made when there is possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or present obligation that the likelihood of outflow of resources is remote, no provision or disclosure is made. II. NOTES TO ACCOUNTS Notes on the Balance Sheet and Profit and Loss Account for Ten months ended 31st January, 2007 Contingent Liabilities Income-tax demand against which the company has filed appeals: Rs.24.60 Lakhs (2005-2006: 31.66 Lakhs).

125 TRENT LIMITED

Notes on the Balance Sheet and Profit and Loss Account for year ended 31st March, 2006 Contingent Liabilities Income-tax demand against which the company has filed appeals: Rs.31.66 Lakhs (2004-2005: 11.79 Lakhs). Uncalled liability on shares partly paid Rs.2.06 Lakhs Notes on the Balance Sheet and Profit and Loss Account for year ended 31st March, 2005 Contingent Liabilities Income-tax demand against which the company has filed appeals: Rs.11.79 Lakhs (2003-2004: Nil) Notes on the Balance Sheet and Profit and Loss Account for year ended 31st March, 2003 Contingent Liabilities The Company's Income-tax appeal for the previous year ended 31st March, 1999 (relevant to assessment year 1999-2000) has been decided by the Commissioner of Income-Tax (Appeals) during the year in favour of the Company. The appeal effect order thereof is awaited. The management believes that the ultimate tax liability arising thereto is not likely to exceed the provision for tax standing in the books of account. Consequently, there is no contingent liability in respect of income-tax demands. Notes on the Balance Sheet and Profit and Loss Account for year ended 31st March, 2002 1. Contingent Liabilities Income-tax demands against which the company has filed appeals: Rs. 2900.90 Lakhs 2. Consequent to the mandatory Accounting Standard issued by the ICAI on the accounting for taxes on income, the company has recorded deferred tax liability of Rs.10.63 Lakhs till 31st March, 2001 and the same has been debited to the general reserves as on 1st April, 2001.Deferred Tax Adjustment for the year ended 31st March, 2002 amounting to Rs. 3.06 Lakhs has been recognised in Profit and Loss account.

126 Annexure - XIX SUMMARY STATEMENT OF ASSETS AND LIABILITIES OF SUBSIDIARY- FIORA SERVICES LIMITED Rs. in Lakhs Ten Months As at Ended 31-Jan-07 31-Mar-06 31-Mar-05 31-Mar-04 31-Mar-03 A Fixed Assets Fixed Assets Gross 82.41 71.54 61.41 39.56 8.63 Less Cum. Depreciation 22.26 16.83 9.34 3.33 0.63 Net Block 60.15 54.71 52.07 36.23 8.00 Capital Work In Progress - - - - 3.27 Total Fixed Assets 60.15 54.71 52.07 36.23 11.27 B Investments 582.54 575.41 518.32 479.18 428.64 C Current Assets, Loans and Advances Inventories - - - - - Sundry Debtors 0.27 34.03 25.88 19.72 6.54 Cash And Bank Balances 27.78 18.42 22.39 10.77 8.99 Loans And Advances 56.31 39.18 19.28 21.50 24.89 Total Current Assets 84.36 91.63 67.55 51.99 40.42 D Deferred Tax Assets-Net 1.20 - - 2.85 4.08 E Total Assets (A+B+C+D) 728.25 721.75 637.94 570.25 484.41 F Liabilities and provisions Unsecured Loans - - - - - Current Liabilities And Provisions 82.53 97.27 67.60 59.26 38.14 Deferred Tax Liabilities-Net - 1.60 3.49 - - Total Liabilities And Provisions 82.53 98.87 71.09 59.26 38.14 G Networth (E-F) 645.72 622.88 566.85 510.99 446.27 Represented By Shareholders Funds Share Capital 151.90 151.90 151.90 151.90 151.90 Reserves & Surplus Capital Redemption Reserve 25.00 25.00 25.00 25.00 25.00 Security Premium Account 45.00 45.00 45.00 45.00 45.00 General Reserve 218.89 224.37 224.37 224.37 224.37 Profit And Loss Account 204.93 176.61 120.58 64.72 - Total 493.82 470.98 414.95 359.09 294.37 Total Networth 645.72 622.88 566.85 510.99 446.27

127 TRENT LIMITED

Annexure-XX SUMMARY STATEMENT OF PROFITS AND LOSSES OF SUBSIDIARY - FIORA SERVICES LIMITED Rs. in Lakhs Ten Months Year Ended On Ended 31-Jan-07 31-Mar-06 31-Mar-05 31-Mar-04 31-Mar-03 INCOME Sales - - - - - Other Operating Income 447.74 409.88 306.96 179.46 115.50 Income From Current Investments - - - - - Other Income 17.77 22.11 22.21 54.32 8.08 Increase/(Decrease ) In Inventory - - - - - Total 465.51 431.99 329.17 233.78 123.58 EXPENDITURE Raw Materials Consumed - - - - - Purchase Of Finished Goods - - - - - Staff Cost 247.25 224.00 158.17 117.98 64.77 Selling & Distribution Expenses - - - - - Other Expenses 168.12 116.88 84.79 61.28 52.63 Other Expenses-Non Recurring 1.91 - - - - Interest - - - - - Depreciation 7.41 7.48 6.02 2.74 0.63 Total 424.69 348.36 248.98 182.00 118.03 Profit Before Exceptional Items 40.82 83.64 80.20 51.78 5.55 Exceptional Items - - - (17.86) 131.00 PROFIT BEFORE TAX 40.82 83.64 80.20 69.64 (125.45) Provision For Tax Current Tax 8.00 25.10 18.00 3.70 3.00 Deferred Tax (0.02) (1.89) 6.34 1.22 (0.07) Fringe Benefit Tax 4.50 4.30 - - - Short /(Excess) Provision Of Tax For Prior Years (0.02) (0.09) - - 1.52 NET PROFIT AFTER TAX 28.32 56.04 55.86 64.72 (129.90) Balance Brought Forward 176.61 120.58 64.72 - 1.63 Transfer From General Reserve - - - - 128.27 Profit Available For Appropriation 204.93 176.61 120.58 64.72 - APPROPRIATION - General Reserve - - - - - Interim Dividend - - - - - Proposed Dividend - - - - - Tax On Dividend - - - - - Balance Carried Forward 204.93 176.61 120.58 64.72 - Total 204.93 176.61 120.58 64.72 -

128 ANNEXURE-XXI I. SIGNIFICANT ACCOUNTING POLICIES FOR THE TEN MONTHS PERIOD ENDED 31ST JANUARY 2007 - FIORA SERVICES LIMITED 1.0 Basis of preparation of accounts The accounts have been prepared to comply in all material aspects with applicable accounting principles in India, the Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act, 1956. 2.0 Fixed Assets and Depreciation 2.1 Fixed Assets are stated at cost less depreciation. Costs comprise of cost of acquisition and any attributable cost of bringing the asset to condition for its intended use. 2.2 Depreciation is provided on straight-line method in accordance with the provisions of schedule XIV of the Companies Act, 1956 3.0 Investments 3.1 Long Term Investments are stated at cost. A provision for diminution is made to recognise a decline, other than temporary, in the value of Long term Investments. 3.2 Current Investments are stated at lower of cost or fair value. 4.0 Income 4.1 Buying Commission, agency commission and service fees are accounted on accrual basis and are exclusive of service tax, if any. 4.2 Interest income is accounted on accrual basis. 4.3 Dividend income is accounted when right to receive payment is established. 5.0 Retirement Benefits 5.1 Contributions in respect of Provident Fund, Employees' Pension Scheme are being charged to revenue as incurred/based on actuarial valuation. 5.2 Provision for leave encashment benefit on retirement is made on actuarial valuation basis. 5.3 In respect of gratuity, the Company has created Gratuity Fund and the Fund has, in turn, taken a group insurance policy from Life Insurance Corporation of India. The Contribution to the fund is made on the basis of the above policy. 6.0 Taxation 6.1 Current Tax: Provision for Income Tax is determined in accordance with the provisions of Income Tax Act, 1961. 6.2 Deferred Tax: Deferred Tax is recognised on timing difference between the taxable income and the accounting income that originate in one period and are capable of reversal in one or more subsequent periods 6.3 Deferred Tax Assets in respect of unabsorbed depreciation and carry forward of losses are recognised if there is virtual certainty that there will be sufficient future taxable income to realise such losses. 7.0 Provisions/Contingencies The Company recognises a provision when there is a present obligation as a result of past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for contingent liability is made when there is possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or present obligation that the likelihood of outflow of resources is remote, no provision or disclosure is made.

129 TRENT LIMITED

II. NOTES TO ACCOUNTS Notes on the Balance Sheet and Profit and Loss Account for the Ten Months Ended 31st January, 2007. 1. Effective from April 1, 2006 the Company adopted the Revised “Accounting Standard - 15 Employee Benefits” (AS-15) issued by the Institute of Chartered Accountants of India. In accordance with the transitional provision in the revised AS-15, additional obligation amounting to Rs. 5.48 Lakhs (Net of Deferred Tax Asset of Rs.2.78 Lakhs) has been adjusted against the opening balance in General Reserve. Notes on the Balance Sheet and Profit and Loss Account for the Year Ended 31st March, 2006. 1. Contingent Liability: Income tax demand against which the Company has filed appeals: Rs. 0.40 Lakhs (2004-2005: Rs. 0.40 Lakhs) 2. During the year 5450 Employee Stock Options have been granted to the employees by Trent Limited (Holding Company) at a cost of Rs. 47.16 Lakhs .The cost of these options has been borne by Trent Limited. Notes on the Balance Sheet and Profit and Loss Account for the Year Ended 31st March, 2005. 1. Contingent Liability: Income tax demand against which the Company has filed appeals: Rs. 0.40 Lakhs

130 ANNEXURE-XXII SUMMARY STATEMENT OF ASSETS AND LIABILITIES OF SUBSIDIARY -SATNAM DEVELOPERS AND FINANCE PRIVATE LIMITED Rs in Lakhs As At As At As At 31-Jan-07 31-Mar-06 31-Mar-05 A Fixed Assets Fixed Assets Gross - - - Less Cum. Depreciation - - - Net Block --- Capital Work In Progress - - - Total Fixed Assets - - - B Investments 7.05 6.95 0.50 C Current Assets, Loans and Advances Inventories --- Sundry Debtors - - - Cash And Bank Balances 16.83 48.72 1.53 Loans And Advances 10,931.52 8,490.40 4,021.00 Total Current Assets 10,948.35 8,539.12 4,022.53 D Total Assets (A+B+C) 10,955.40 8,546.07 4,023.03 E Liabilities and provisions Unsecured Loans 10,928.50 8,522.50 4,020.00 Current Liabilities And Provisions 2.14 4.44 0.22 Deferred Tax Liabilities-Net - - - Total Liabilities And Provisions 10,930.64 8,526.94 4,020.22 F Networth (D-E) 24.76 19.13 2.81 Represented By Shareholders Funds Share Capital 5.00 5.00 1.00 General Reserve Amalgamation Reserve - - - Profit And Loss Account 19.76 14.13 1.81 Total Reserves 19.76 14.13 1.81 Total Networth 24.76 19.13 2.81

131 TRENT LIMITED

ANNEXURE-XXIII SUMMARY STATEMENT OF PROFITS AND LOSSES OF SUBSIDIARY-SATNAM DEVELOPERS AND FINANCE PRIVATE LIMITED Rs. in Lakhs Ten Months Period Period Ended Ended on Ended on 31-Jan-07 31-Mar-06 31-Mar-05 INCOME Sales --- Other Operating Income - - - Income From Current Investments - - - Other Income 393.01 329.21 126.51 Increase/(Decrease )In Inventory - - - Total Income 393.01 329.21 126.51 EXPENDITURE Raw Materials Consumed - - - Purchase Of Finished Goods - - - Staff Cost --- Selling & Distribution Expenses - - - Other Expenses 0.91 1.06 0.31 Interest 383.47 308.83 122.36 Depreciation --- Exceptional Items - - - Total Expenditure 384.38 309.89 122.67 PROFIT BEFORE TAX 8.63 19.33 3.84 Provision For Tax Current Tax 3.00 7.00 1.60 Deferred Tax --- Short /(Excess) Provision Of Tax For Prior Years - - - Net Profit After Tax 5.63 12.33 2.24 Balance Brought Forward 14.13 1.80 (0.44) Profit Available For Appropriation 19.76 14.13 1.80 APPROPRIATION General Reserve - - - Interim Dividend --- Proposed Dividend - - - Tax On Dividend - - - Balance Carried Forward 19.76 14.13 1.80 Total 19.76 14.13 1.80

132 ANNEXURE-XXIV I. SIGNIFICANT ACCOUNTING POLICIES FOR THE TEN MONTHS PERIOD ENDED 31ST JANUARY 2007- SATNAM DEVELOPERS AND FINANCE PRIVATE. LIMITED 1.0 Basis of preparation of accounts The accounts have been prepared to comply in all material aspects with applicable accounting principles in India, the Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act, 1956. 2.0 Investments Long Term Investments are stated at cost. A provision for diminution is made to recognise a decline, other than temporary, in value of Long Term Investments. Current Investments are stated at lower of cost or fair value. 3.0 Income 3.1 Interest income is accounted on accrual basis. 3.2 Dividend Income is accounted when right to receive payment is established. 4.0 Provisions/Contingencies The Company recognizes a provision when there is a present obligation as a result of past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for contingent liability is made when there is possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or present obligation that the likelihood of outflow of resources is remote, no provision or disclosure is made. 5.0 Taxation 5.1 Current Tax: Provision for Income Tax is determined in accordance with the provisions of the Income Tax Act, 1961 5.2 Deferred Tax: Deferred tax is recognised on timing difference between the taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax assets in respect of unabsorbed depreciation and carry forward of losses are recognised if there is virtual certainty that there will be sufficient future income available to realise such losses. II. NOTES TO ACCOUNTS Notes on the Balance Sheet and Profit and Loss Account for the Ten Months Ended 31st January, 2007.. The Borrowing cost incurred during the period of Rs. 242.67 Lakhs(2005-2006 Rs. 41.22 Lakhs) for making part payments for acquisitions of shares of certain companies in terms of MOUs/Agreements entered has been considered as part of the payments made included under Loans and Advances. Notes on the Balance Sheet and Profit and Loss Account for the Year Ended 31st March, 2006. The Borrowing cost incurred during the period of Rs. 41.22 Lakhs for making part payments for acquisitions of shares of certain companies in terms of MOUs/Agreements entered has been considered as part of the payments made included under Loans and Advances.

133 TRENT LIMITED

ANNEXURE - XXV SUBSIDIARY - NAHAR THEATRES PRIVATE LIMITED SUMMARY STATEMENT OF ASSETS AND LIABILITIES Rs. In Lakhs As At As At 31-Jan-07 31-Mar-06 A Fixed Assets Fixed Assets Gross 1,293.91 1,292.24 Less Cum. Depreciation 98.86 198.29 Net Block 1,195.05 1,093.95 Capital Work In Progress -- Total Fixed Assets 1,195.05 1,093.95 B Investments -- C Current Assets, Loans and Advances Inventories -- Sundry Debtors -- Cash And Bank Balances 4.41 34.90 Loans And Advances 16.45 9.15 Total Current Assets 20.86 44.05 D Total Assets (A+B+C) 1,215.91 1,138.00 E Liabilities and Provisions Secured Loan -- Unsecured Loans 742.50 777.50 Current Liabilities And Provisions 167.85 166.21 Deferred Tax Liabilities-Net -- Total Liabilities And Provisions 910.35 943.71 F Networth (D-E) 305.56 194.29 Represented By Shareholders Funds Share Capital 20.96 20.96 General Reserve -- Amalgamation Reserve -- Profit And Loss Account 284.60 173.33 Total Reserves 284.60 173.33 Total Networth 305.56 194.29

134 ANNEXURE - XXVI SUMMARY STATEMENT OF PROFITS AND LOSSES OF SUBSIDIARY - NAHAR THEATRES PRIVATE LIMITED Rs. in Lakhs Ten Months Period Ended Ended on 31-Jan-07 31-Mar-06 INCOME Sales -- Other Operating Income 82.50 80.70 Income From Current Investments - - Other Income 0.35 16.82 Increase/(Decrease )In Inventory - - Total Income 82.85 97.52 EXPENDITURE Raw Materials Consumed -- Purchase Of Finished Goods -- Staff Cost -- Selling & Distribution Expenses -- Other Expenses 4.88 6.84 Interest 51.98 67.05 Depreciation 26.00 57.17 Total Expenditure 82.86 131.06 PROFIT BEFORE TAX AND EXCEPTIONAL ITMS (0.01) (33.54) Exceptional Item 125.43 PROFIT BEFORE TAX 125.42 (33.54) Provision For Tax Current Tax 14.15 11.20 Deferred Tax -- Short /(Excess) Provision Of Tax For Prior Years - - NET PROFIT AFTER TAX 111.27 (44.74) Balance Brought Forward 173.33 218.07 Profit Available For Appropriation 284.60 173.33 APPROPRIATION General Reserve -- Interim Dividend -- Proposed Dividend -- Tax On Dividend -- Balance Carried Forward 284.60 173.33 Total 284.60 173.33

135 TRENT LIMITED

ANNEXURE XXVII STATEMENTS OF SUBSIDIARY - NAHAR THEATRES PRIVATE LIMITED I. SIGNIFICANT ACCOUNTING POLICIES FOR THE TEN MONTHS PERIOD ENDED 31ST JANUARY,2007 1.0 Basis of preparation of accounts The accounts have been prepared to comply in all material aspects with applicable accounting principles in India, the Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act, 1956. 2.0 Investments Long Term Investments are stated at cost. A provision for diminution is made to recognise a decline, other than temporary, in value of Long Term Investments. Current Investments are stated at lower of cost or fair value. 3.0 Fixed Assets and Depreciation 3.1 Fixed Assets are stated at cost less depreciation. Cost comprises of cost of acquisition and any attributable cost of bringing the asset to condition for its intended use. 3.2 With Effect from 1st April 2006 depreciation on tangible assets other than lease hold land is provided in accordance with the provisions of Schedule XIV to the Companies Act 1956 on Straight Line Basis as against on Written Down Value Method till 31st March 2006. 3.3 With Effect from 1st April, 2006 the company has decided to amortise the lease premium paid for leasehold land which had not been amortised earlier over the period of lease. 4.0 Income 4.1 Interest income is accounted on accrual basis. 4.2 Dividend Income is accounted when right to receive payment is established. 4.3 Rent is accounted on accrual basis. 5.0 Provisions/Contingencies The Company recognises a provision when there is a present obligation as a result of past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for contingent liability is made when there is possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or present obligation that the likelihood of outflow of resources is remote, no provision or disclosure is made. 6.0 Taxation 6.1 Current Tax: Provision for Income Tax is determined in accordance with the provisions of the Income Tax Act, 1961 6.2 Deferred Tax: Deferred tax is recognised on timing difference between the taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax assets in respect of unabsorbed depreciation and carry forward of losses are recognised if there is virtual certainty that there will be sufficient future income available to realise such losses.

136 II. NOTES TO ACCOUNTS Notes on the Balance Sheet and Profit and Loss Account for Ten Months Ended 31st January, 2007 Contingent Liabilities 1. Claims made against the Company not acknowledged as debts: Rs 200 Lakhs (2005-06: Rs. 200 Lakhs) 2. Dividend on Redeemable Cumulative Preference Shares: Rs.2.64 Lakhs (2005-06: Rs. 2.57 Lakhs) Change in Accounting Policy 1. With Effect from 1st April, 2006 depreciation on tangible assets other than leasehold land is provided in accordance with the provisions of Schedule XIV to the Companies Act 1956 on Straight Line Basis as against on Written Down Value Method till 31stMarch,2006.The excess depreciation provided up to 31stMarch,2006 amounting to Rs 125.43 Lakhs has been written back due to above change in the policy depreciation for the period is lower by Rs 31.16 Lakhs and profit before tax is higher by same amount. 2. With Effect from 1st April, 2006 the company has decided to amortise the lease premium paid for leasehold land which had not been amortised earlier over the period of lease. Accordingly, the lease premium amortised during the period includes an amount of Rs.4.15 Lakhs for the period up to 31st March, 2006. Due to these changes, Depreciation for the period is higher by Rs.4.21 Lakhs and profit for the period is lower to that extent. Notes on the Balance Sheet and Profit and Loss Account for year ended 31st March, 2006 Contingent Liabilities 1. Claims made against the Company not acknowledged as debts : Rs 200 Lakhs (2004-05: Rs.200 Lakhs) 2. Dividend on Redeemable Cumulative Preference Shares: Rs.2.57 Lakhs (2004-05: 2.47 Lakhs)

137 TRENT LIMITED

ANNEXURE - XXVIII SUMMARY STATEMENT OF ASSETS AND LIABILITIES OF SUBSIDIARY - FIORA LINKROAD PROPERTIES LIMITED SUMMARY STATEMENT OF ASSETS AND LIABILITIES Rs. in Lakhs As At As At 31-Jan-07 31-Mar-06 A Fixed Assets Fixed Assets Gross -- Less Cum. Depreciation -- Net Block -- Capital Work In Progress -- Total Fixed Assets -- B Investments 6.55 6.45 C Current Assets, Loans and Advances Inventories -- Sundry Debtors -- Cash And Bank Balances 0.74 4.87 Loans And Advances 0.01 0.21 Total Current Assets 0.75 5.08 D Total Assets (A+B+C) 7.30 11.53 E Liabilities And Provisions Secured Loan -- Unsecured Loans 2.50 6.50 Current Liabilities And Provisions 0.14 0.19 Deferred Tax Liabilities-Net -- Total Liabilities And Provisions 2.64 6.69 F Profit And Loss Account 0.34 0.16 G Networth (D-E+F) 5.00 5.00 Represented By Shareholders Funds Share Capital 5.00 5.00 General Reserve -- Amalgamation Reserve -- Total Reserves -- Total Networth 5.00 5.00

138 ANNEXURE - XXIX SUMMARY STATEMENT OF PROFITS AND LOSSES OF SUBSIDIARY - FIORA LINKROAD PROPERTIES LIMITED Rs. in Lakhs Ten Months Period Ended Ended on 31-Jan-07 31-Mar-06 INCOME Sales -- Other Operating Income -- Income From Current Investments - - Other Income 0.01 0.16 Increase/(Decrease )In Inventory - - Total Income 0.01 0.16 EXPENDITURE Raw Materials Consumed -- Purchase Of Finished Goods -- Staff Cost -- Selling & Distribution Expenses -- Other Expenses 0.19 0.32 Interest Depreciation - Total Expenditure 0.19 0.32 Profit Before Tax (0.18) (0.16) Provision For Tax Current Tax Deferred Tax -- Short /(Excess) Provision Of Tax For Prior Years - - Net Profit After Tax (0.18) (0.16) Balance Brought Forward (0.16) - Profit Available For Appropriation (0.34) (0.16) Appropriation General Reserve -- Interim Dividend -- Proposed Dividend -- Tax On Dividend -- Balance Carried Forward (0.34) (0.16) Total (0.34) (0.16)

139 TRENT LIMITED

ANNEXURE XXX STATEMENTS OF SUBSIDIARY - FIORA LINK ROAD PROPERTIES LIMITED I. SIGNIFICANT ACCOUNTING POLICIES For the Ten Months Period Ended 31St January 2007 1.0 Basis of preparation of accounts The accounts have been prepared to comply in all material aspects with applicable accounting principles in India, the Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act, 1956. 2.0 Investments Long Term Investments are stated at cost. A provision for diminution is made to recognise a decline, other than temporary, in value of Long Term Investments. Current Investments are stated at lower of cost or fair value. 3.0 Income 3.1 Interest income is accounted on accrual basis. 3.2 Dividend Income is accounted when right to receive payment is established. 4.0 Provisions/Contingencies The Company recognises a provision when there is a present obligation as a result of past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for contingent liability is made when there is possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or present obligation that the likelihood of outflow of resources is remote, no provision or disclosure is made. 5.0 Taxation 5.1 Current Tax: Provision for Income Tax is determined in accordance with the provisions of the Income Tax Act, 1961 5.2 Deferred Tax: Deferred tax is recognised on timing difference between the taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax assets in respect of unabsorbed depreciation and carry forward of losses are recognised if there is virtual certainty that there will be sufficient future income available to realise such losses. 6.0 Preliminary Expenses The preliminary expenses have been charged to the Profit & Loss Account in the year of incurrance.

140 ANNEXURE - XXXI SUMMARY STATEMENT OF ASSETS AND LIABILITIES OF SUBSIDIARY - LANDMARK LIMITED Rs. In Lakhs As At 31-Jan-07 A Fixed Assets Fixed Assets Gross 3,014.28 Less Cum. Depreciation 97.00 Net Block 2,917.28 Capital Work In Progress 172.66 Total Fixed Assets 3,089.94 B Investments 99.44 C Current Assets, Loans And Advances Inventories 3,928.07 Sundry Debtors 79.93 Cash And Bank Balances 163.79 Loans And Advances 1,342.52 Deferred Tax Assets-Net - Total Current Assets 5,514.31 D Total Assets (A+B+C) 8,703.69 E Liabilities And Provisions Secured Loan 1,360.47 Unsecured Loans 222.64 Current Liabilities And Provisions 4,558.49 Deferred Tax Liabilities-Net 59.02 Total Liabilities And Provisions 6,200.62 F Networth (D-E) 2,503.07 Represented By Shareholders Funds Share Capital 2,129.80 General Reserve - Amalgamation Reserve - Profit And Loss Account 373.27 Total Reserves 373.27 Total Networth 2,503.07

141 TRENT LIMITED

ANNEXURE - XXXII SUMMARY STATEMENT OF PROFITS AND LOSSES OF SUBSIDIARY - LANDMARK LIMITED Rs. in Lakhs Ten Months Ended 31-Jan-07 Income Sales 11,315.88 Other Operating Income 43.87 Income From Current Investments - Other Income - Recurring 9.69 Other Income - Non Recurring 0.29 Increase/(Decrease )In Inventory 1,355.04 Total Income 12,724.77 Expenditure Raw Materials Consumed - Purchase Of Finished Goods 9,019.57 Staff Cost 613.25 Selling & Distribution Expenses 562.12 Other Expenses 1,745.12 Interest 97.26 Depreciation 97.16 Total Expenditure 12,143.48 Profit Before Tax And Exceptional Items 581.29 Exceptional Item - Profit Before Tax 581.29 Provision For Tax Current Tax 140.00 Deferred Tax 59.02 Fringe Benefit Tax 9.00 Short /(Excess) Provision Of Tax For Prior Years - Net Profit After Tax 373.27 Balance Brought Forward - Profit Available For Appropriation 373.27 Appropriation General Reserve - Interim Dividend - Proposed Dividend - Tax On Dividend - Balance Carried Forward 373.27 Total 373.27

142 ANNEXURE XXXIII STATEMENTS OF SUBSIDIARY - LANDMARK LTD I. SIGNIFICANT ACCOUNTING POLICIES For the Ten Months Ended 31st January 2007 1. Basis of preparation of Financial Statements The financial statements have been prepared to comply in all material aspects with applicable accounting principles in India, the Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act, 1956. 2. Basis of Accounting The financial statements have been prepared under the historical cost convention on an accrual basis 3. Fixed Assets Fixed assets are stated at the historical cost less accumulated depreciation. Cost includes related taxes, duties, freight, insurance etc., attributable to acquisition and installation of assets but excludes taxes and duties that are recoverable subsequently from tax authorities. 4. Depreciation and Amortization Depreciation on fixed assets is provided on straight line method (SLM) at rates prescribed under Schedule XIV of the Companies Act, 1956. All assets costing Rs.5000 and below are fully depreciated during the year of addition. 5. Investments Long term investments are stated at cost. The diminution in the market value of such investment is not recognised unless such diminution is considered permanent. Dividend income is accounted for in year in which the right to receive payment is established. 6. Inventories Inventories are valued at the lower of cost on Specific Identification basis and net realisable Value. Inventories of packing material and consumables are charged off to revenue at the time of purchase 7. Income Revenues are recognised and expenses are accounted on their accrual with necessary provisions for all known liabilities and losses. Sales net of discounts are recognised on transfer of title to the customers, which generally coincides with delivery of goods, and includes sales tax. Income from incentives, rebates and discounts from suppliers are recognised on accrual basis if announced / agreed. 8 Retirement Benefits Contribution to Provident Fund and Family Pension Fund are charged to Profit and Loss Account. Liability for leave encashment benefits to eligible employees has been ascertained on actuarial basis and provided as at the balance sheet date. The Company has constituted a Gratuity Fund to cover the liability towards gratuity to the employees of the company. The payments due to the fund are charged to revenue. Contribution is determined on an actuarial basis as at the Balance Sheet date and is made to the fund in order to cover the gratuity liability, which in turn is paid to LIC of India, who would manage the fund.

143 TRENT LIMITED

9. Provisions and Contingent Liabilities The Company recognises a provision when there is a present obligation as a result of past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for contingent liability is made when there is possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or present obligation that the likelihood of outflow of resources is remote, no provision or disclosure is made. 10. Taxation Current Tax: Provision for Income Tax is determined in accordance with the provisions of Income Tax Act, 1961. Deferred Tax: Deferred tax is recognised on timing difference between the taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax assets in respect of unabsorbed depreciation and carry forward of losses are recognised if there is virtual certainty that there will be sufficient future taxable income available to realise such losses. II. NOTES TO ACCOUNTS Notes to Accounts For the Ten Months Ended 31st January 2007 1. Conversion of partnership into Limited Company Landmark Limited was incorporated as Limited Company on 31st March, 2006 under Chapter IX of The Companies Act, 1956. Accordingly, the assets and liabilities of the erstwhile partnership Landmark was taken over at books values by the Company. As this is the first year of operations of the company,comparative figures have not been furnished. 2. Contingent Liabilities A. The company has not provided for cumulative preference dividend for the period 1st May, 2006 to 31st January, 2007 amounting to Rs.12.32 Lakhs and its related Dividend Distribution Tax of Rs.1.73 Lakhs. B. The Company has issued a bank guarantee of Rs. 1.5 Lakhs to Sales tax authorities towards Sales tax registrations. The same is issued by HDFC Bank Limited, Chennai and is fully collateralised by a bank deposit of Rs.1.05 Lakhs placed by the company. C. Estimated amount of contracts remaining to be executed on capital account and not provided for Rs.137.34 Lakhs. 3. Outstanding Options: The Company during the period ,issued 5,25,000 convertible warrants to one of its shareholders.The warrant holder has the option to convert each warrant to 1 equity share of Rs. 10 each at an agreed price,which option is exercisable between 30th April,2008 and 30th May 2008 4. Explanatory notes on qualification in the audit report a. Fixed Assets and Depreciation: The Company was incorporated on 31st March, 2006 under Chapter IX of the Companies Act by converting Landmark, a partnership firm, which was running the business for last 19 years. The company is in the process of identifying the value of individual fixed assets which existed as of 31st March, 2006. The Company has however, calculated the depreciation of assets on block basis based on straight line method for the Ten Months ended 31st January, 2007. b. Investments: The erstwhile partnership firm has invested in listed securities during past several years. Since a demat account cannot be opened in the name of partnership firm, the shares were held in the partner's demat account with a beneficial interest to firm / company. A demat account has been since opened in the name of the company and the shares belonging to the company is in the process of being transferred to demat account in the name of the company.

144 ANNEXURE - XXXIV SUMMARY STATEMENT OF ASSETS AND LIABILITIES OF SUBSIDIARY - WESTLAND BOOKS PRIVATE LIMITED Rs. In Lakhs As At 31-Jan-07 A Fixed Assets Fixed Assets Gross 37.45 Less Cum. Depreciation 9.35 Net Block 28.10 Capital Work In Progress 0.49 Total Fixed Assets 28.59 B Investments - C Current Assets, Loans and Advances Inventories 791.80 Sundry Debtors 773.03 Cash And Bank Balances 38.01 Loans And Advances 41.23 Deferred Tax Assets-Net 0.19 Total Current Assets 1,664.26 D Total Assets (A+B+C) 1,672.85 E Liabilities and Provisions Secured Loan 90.44 Unsecured Loans 6.05 Current Liabilities and Provisions 1,171.04 Total Liabilities and Provisions 1,267.53 F Networth (D-E) 405.32 Represented By Shareholders Funds Share Capital 5.00 Share Application Money Pending Allotment 2.00 General Reserve - Amalgamation Reserve - Profit And Loss Account 398.32 Total Reserves 398.32 Total Networth 405.32

145 TRENT LIMITED

ANNEXURE - XXXV SUMMARY STATEMENT OF PROFITS AND LOSSES OF SUBSIDIARY - WESTLAND BOOKS PRIVATE LIMITED Rs. in Lakhs Ten Months Ended 31-Jan-07 INCOME Sales 1,876.84 Other Operating Income 79.41 Income From Current Investments - Other Income 1.09 Increase/(Decrease )In Inventory 472.89 Total Income 2,430.23 EXPENDITURE Raw Materials Consumed - Purchase Of Finished Goods 1,989.63 Staff Cost 32.06 Selling & Distribution Expenses 80.64 Other Expenses 78.04 Interest 5.65 Depreciation 4.79 Total Expenditure 2,190.81 PROFIT BEFORE TAX AND EXCEPTIONAL ITEMS 239.42 Exceptional Item - PROFIT BEFORE TAX 239.42 Provision For Tax Current Tax 80.51 Deferred Tax (0.19) Fringe Benefit Tax 1.05 Short /(Excess) provision of tax for prior years 0.49 NET PROFIT AFTER TAX 157.56 Balance Brought Forward 240.76 Profit Available For Appropriation 398.32 APPROPRIATION General Reserve - Interim Dividend - Proposed Dividend - Tax On Dividend - Balance Carried Forward 398.32 Total 398.32

146 ANNEXURE XXXVI STATEMENTS OF SUBSIDIARY - WESTLAND BOOKS PRIVATE LIMITED I. SIGNIFICANT ACCOUNTING POLICIES For the Ten Months Period Ended 31st January 2007 Basis of preparation of Financial Statements The financial statements have been prepared to comply in all material aspects with applicable accounting principles in India, the Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act, 1956. Basis of Accounting The financial statements have been prepared under the historical cost convention on an accrual basis Fixed Assets Fixed assets are stated at the historical cost less accumulated depreciation. Cost includes related taxes, duties, freight, insurance etc., attributable to acquisition and installation of assets but excludes taxes and duties that are recoverable subsequently from tax authorities. Depreciation and Amortization Depreciation on fixed assets is provided on Written down value method (WDV) at rates prescribed under Schedule XIV of the Companies Act, 1956. All assets costing Rs.5000 and below are fully depreciated during the year of addition. Inventories Inventories are valued at the lower of cost on First in First out basis and net realisable Value. Inventories of packing material and consumables are charged off to revenue at the time of purchase Foreign Currency transactions: Purchases in foreign currency are accounted at the rates published by Good Offices Committee (GOC) which is widely used by book publishers and distributors in India. Exports in foreign currency are accounted at the rates published by the Custom department prevailing on the date of shipment. The exchange fluctuations arising out of payment / receipt of foreign currency are charged off in the profit and loss account. The monetary assets and liabilities in foreign currency are translated at the ruling exchange rate on the date of balance sheet and the resultant difference is charged to profit and loss account. Income Revenues are recognised and expenses are accounted on their accrual with necessary provisions for all known liabilities and losses. Sales net of discounts are recognised on transfer of title to the customers, which generally coincides with delivery of goods. Income from incentives, rebates and discounts from suppliers are recognised on accrual basis if announced / agreed. Retirement Benefits Contribution to Provident Fund and Family Pension Fund are charged to Profit and Loss Account.

147 TRENT LIMITED

Liability for leave encashment benefits to eligible employees has been ascertained on actuarial basis and provided as at the balance sheet date. Provision for Gratuity is made in accordance with the Provisions of Payment of Gratuity Act, 1972, but not funded. Provisions and Contingent Liabilities The Company recognises a provision when there is a present obligation as a result of past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for contingent liability is made when there is possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or present obligation that the likelihood of outflow of resources is remote, no provision or disclosure is made. Taxation Current Tax: Provision for Income Tax is determined in accordance with the provisions of Income Tax Act, 1961. Deferred Tax: Deferred tax is recognised on timing difference between the taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax assets in respect of unabsorbed depreciation and carry forward of losses are recognised if there is virtual certainty that there will be sufficient future taxable income available to realise such losses. NOTES TO ACCOUNTS Notes to Accounts For the Ten Months Ended 31st January 2007 Change in accounting policy The company has restated the gross block as of 1st April, 2006 by recalculating the depreciation of previous years in accordance with Schedule XIV of the Companies Act, 1956. The resultant excess depreciation of Rs. 1.32 Lakhs resulting from this change in accounting policy has been adjusted to current year depreciation.

148 ANNEXURE -XXXVII SUMMARY STATEMENT OF ASSETS AND LIABILITIES OF SUBSIDIARY - LANDMARK E-TAIL PRIVATE LIMITED Rs. in Lakhs As At 31-Jan-07 A Fixed Assets Fixed Assets Gross 0.95 Less Cum. Depreciation 0.05 Net Block 0.90 Capital Work In Progress - Total Fixed Assets 0.90 B Investments - C Current Assets, Loans and Advances Inventories 0.19 Sundry Debtors 1.85 Cash And Bank Balances 2.36 Loans And Advances 1.61 Total Current Assets 6.01 D Total Assets (A+B+C) 6.91 E Liabilities And Provisions Secured Loan - Unsecured Loans 3.83 Current Liabilities And Provisions 20.15 Deferred Tax Liabilities-Net - Total Liabilities And Provisions 23.98 F Profit & Loss Account 18.07 G Networth (D-E+F) 1.00 Represented By Shareholders Funds Share Capital 1.00 General Reserve - Amalgamation Reserve - Profit And Loss Account - Total Reserves - Total Networth 1.00

149 TRENT LIMITED

ANNEXURE - XXXVIII SUMMARY STATEMENT OF PROFITS AND LOSSES OF SUBSIDIARY - LANDMARK E-TAIL PRIVATE LIMITED Rs. In Lakhs Ten Months Ended 31-Jan-07 INCOME Sales 24.14 Other Operating Income - Income From Current Investments - Other Income - Increase/(Decrease )In Inventory 0.19 Total Income 24.33 EXPENDITURE Raw Materials Consumed - Purchase Of Finished Goods 19.54 Staff Cost 4.58 Selling & Distribution Expenses 0.01 Other Expenses 3.79 Interest - Depreciation 0.05 Total Expenditure 27.97 PROFIT BEFORE TAX AND EXCEPTIONAL ITEMS (3.64) Exceptional Item 1.77 Profit Before Tax (1.87) Provision For Tax Current Tax - Deferred Tax - Fringe Benefit Tax 0.20 Short /(Excess) Provision Of Tax For Prior Years 0.17 Net Profit After Tax (2.24) Balance Brought Forward (15.83) Profit Available For Appropriation (18.07) APPROPRIATION General Reserve - Interim Dividend - Proposed Dividend - Tax On Dividend - Balance Carried Forward (18.07) Total (18.07)

150 ANNEXURE XXXIX STATEMENTS OF SUBSIDIARY - LANDMARK E - TAIL PRIVATE LIMITED I. SIGNIFICANT ACCOUNTING POLICIES FOR THE TEN MONTHS PERIOD ENDED 31ST JANUARY 2007 1. Basis of preparation of accounts: The accounts have been prepared to comply in all material aspects with applicable accounting principles in India, the Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act, 1956 2. Income Sales net of agency commission is accounted on accrual basis and are exclusive of service tax, if any. 3. Taxation Current Tax: Provision for Income Tax is determined in accordance with the provisions of Income Act 1961. Deferred Tax: Tax on carry forward of losses are recognised if there is virtual certainty that there will be Sufficient future taxable income to realise such losses. II. Notes to accounts: The exceptional item represents transaction relating to the prior period.

151 TRENT LIMITED

ANNEXURE - XXXX SUMMARY STATEMENT OF ASSETS AND LIABILITIES OF SUBSIDIARY - REGENT MANAGEMENT PRIVATE LIMITED Rs. in Lakhs As At 31-Jan-07 A Fixed Assets Fixed Assets Gross 3.40 Less Cum. Depreciation 2.60 Net Block 0.80 Capital Work In Progress - Total Fixed Assets 0.80 B Investments - C Current Assets, Loans and Advances Inventories - Sundry Debtors 1.38 Cash And Bank Balances 55.01 Loans And Advances 3.48 Total Current Assets 59.87 D Total Assets (A+B+C) 60.67 E Liabilities and provisions Secured Loan - Unsecured Loans - Current Liabilities And Provisions 5.78 Deferred Tax Liabilities-Net Total Liabilities And Provisions 5.78 F Networth (D-E) 54.89 Represented By Shareholders Funds Share Capital 1.00 General Reserve - Amalgamation Reserve - Profit And Loss Account 53.89 Total Reserves 53.89 Total Networth 54.89

152 ANNEXURE XXXXI SUMMARY STATEMENT OF PROFITS AND LOSSES OF SUBSIDIARY - REGENT MANAGEMENT PRIVATE LIMITED Rs. in Lakhs Ten Months Ended 31-Jan-07 INCOME Sales 10.66 Other Operating Income - Income From Current Investments - Other Income - Increase/(Decrease) in inventory - Total income 10.66 EXPENDITURE Raw Materials Consumed - Purchase of Finished Goods - Staff Cost 4.11 Selling & Distribution Expenses - Other Expenses 0.22 Interest - Depreciation 0.22 Total Expenditure 4.55 PROFIT BEFORE TAX AND EXCEPTIONAL ITEMS 6.11 Exceptional Item (0.23) PROFIT BEFORE TAX 5.88 Provision for Tax Current Tax 2.05 Deferred Tax - Fringe Benefit Tax 0.02 Short /(Excess) provision of tax for prior years - NET PROFIT AFTER TAX 3.81 Balance Brought forward 50.08 Profit available for appropriation 53.89 APPROPRIATION General Reserve - Interim Dividend - Proposed Dividend - Tax on dividend - Balance Carried Forward 53.89 Total 53.89

153 TRENT LIMITED

ANNEXURE XXXXII STATEMENTS OF SUBSIDIARY - REGENT MANAGEMENT PRIVATE LTD I. SIGNIFICANT ACCOUNTING POLICIES FOR THE TEN MONTHS PERIOD ENDED 31ST JANUARY, 2007 1. Basis of preparation of accounts: The accounts have been prepared to comply in all material aspects with applicable accounting principles in India, the Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act, 1956 2. Fixed Assets and Depreciation Fixed assets are stated at cost less Depreciation. Depreciation is provided on Written Down Value Method in accordance with the provisions of schedule XIV of the companies Act,1956. 3. Income Commission income is accounted on accrual basis and is exclusive of service tax, if any. 4. Taxation Current Tax: Provision for Income Tax is determined in accordance with the provisions of Income Act 1961. II. Notes to accounts: The exceptional item represents transaction relating to the prior period arising due to difference in depreciation of fixed assets otherwise in accordance with schedule XIV of the Companies Act, 1956. The royalty agreement between the Company and Emami Landmark Private Limited has been terminated with effect from 26th December 2006 and accordingly there would be no commission income subsequent to that date.

154 ANNEXURE-XXXXIII TRENT LIMITED- CONSOLIDATED SUMMARY STATEMENT OF CONSOLIDATED ASSETS AND LIABILITIES-RESTATED Rs. in Lakhs As at 31-Jan-07 31-Mar-06 31-Mar-05 31-Mar-04 31-Mar-03 31-Mar-02 A Fixed Assets Fixed Assets Gross 14,930.25 12,700.94 7,973.35 6,603.83 5,332.63 4,493.82 Less Cum. Depreciation 3,486.54 2,909.43 1,837.75 1,392.74 1,238.04 971.12 Net Block 11,443.71 9,791.51 6,135.60 5,211.09 4,094.59 3,522.70 Capital Work In Progress 1,447.43 542.95 363.21 145.27 144.24 174.86 Total Fixed Assets 12,891.14 10,334.46 6,498.81 5,356.36 4,238.83 3,697.56 B Goodwill On Consolidation Of 12,448.48 12,386.67 901.69 - - - Accounts C Investments 24,944.12 16,199.12 15,125.14 13,716.77 11,341.45 12,910.18 D Current Assets, Loans And Advances Inventories 11,527.74 7,909.33 3,762.84 2,397.21 1,725.40 1,408.99 Sundry Debtors 839.44 263.54 162.34 133.68 117.87 104.25 Cash And Bank Balances 1,801.63 1,691.38 884.54 783.66 621.51 564.73 Loans And Advances 16,389.41 12,669.62 8,907.48 5,164.42 6,104.68 3,649.03 Total Current Assets 30,558.22 22,533.87 13,717.20 8,478.97 8,569.46 5,727.00 E Total Assets (A+B+C+D) 80,841.96 61,454.12 36,242.84 27,552.10 24,149.74 22,334.74 F Liabilities And Provisions Secured Loans 8,001.14 6,800.00 - - - - Unsecured Loans 13,038.82 11,018.84 5,736.38 27.89 28.65 109.84 Current Liabilities And Provisions 16,314.15 14,409.02 6,943.24 5,155.67 3,525.69 2,640.26 Deferred Tax Liabilities-Net-Restated 603.14 634.54 701.08 624.89 552.30 566.56

Total Liabilities And Provisions 37,957.25 32,862.40 13,380.70 5,808.45 4,106.64 3,316.66 G Minority Interest 292.86 168.29 57.37 51.72 95.85 - H Networth-(E-F-G) 42,591.85 28,423.43 22,804.77 21,691.93 19,947.25 19,018.08 Represented By Shareholders Funds Share Capital 1,576.07 1,442.78 1,311.78 1,311.78 1,311.78 1,311.78 Warrant Application Money 501.27 - - - - - General Reserve-Restated 17,676.93 17,854.95 17,604.95 16,583.97 15,583.97 15,414.97 Securities Premium Account 13,423.27 3,682.41 - - - - Amalgamation Reserve 1,492.95 1,492.95 1,492.95 1,492.95 1,492.95 1,492.95 Capital Reserve On Acquisition Of 452.65 230.31 230.31 230.31 214.29 - Subsidiary Debenture Redemption Reserve 1,300.00 1,300.00 - - - - Employee Stock Option 192.55 64.75 - - - - Profit And Loss Account- Restated 5,976.23 2,360.67 2,170.85 2,087.93 1,368.28 821.40 Less Miscellaneous Expenses (0.07) (5.39) (6.07) (15.01) (24.02) (23.02) Not Written Off TOTAL 42,591.85 28,423.43 22,804.77 21,691.93 19,947.25 19,018.08

155 TRENT LIMITED

ANNEXURE-XXXXIV TRENT LIMITED -CONSOLIDATED SUMMARY STATEMENT OF CONSOLIDATED PROFITS AND LOSSES - RESTATED Rs. in Lakhs Ten Months Year Ended On Ended 31-Jan-07 31-Mar-06 31-Mar-05 31-Mar-04 31-Mar-03 31-Mar-02 Income Sales 50,912.04 39,561.96 22,793.37 14,734.14 10,457.42 7,234.64 Other Operating Income 707.80 498.82 356.43 235.52 88.76 49.36 Income From Current Investments 235.49 286.16 304.80 587.12 695.83 1,051.72 Other Income-Recurring 1,763.10 1,467.42 1,259.23 2,038.06 260.18 614.12 Other Income-Non Recurring 74.61 96.33 42.06 15.69 511.89 93.75 Increase/(Decrease )In Inventory 3,297.49 2,290.55 1,472.18 581.24 343.59 522.56 Total Income 56,990.53 44,201.24 26,228.07 18,191.77 12,357.67 9,566.15 Expenditure Raw Materials Consumed 200.90 234.25 225.84 291.29 310.54 490.40 Purchase Of Finished Goods 31,932.72 23,465.44 12,793.72 7,357.45 5,058.33 3,157.83 Staff Cost 3,248.50 2,559.97 1,624.22 1,199.30 834.10 687.74 Selling & Distribution Expenses 6,439.13 4,949.60 3,190.99 2,055.03 1,450.71 1,089.79 Other Expenses 8,969.98 7,374.23 5,263.32 3,909.48 2,952.36 2,606.19 Interest 554.06 439.83 113.21 0.72 2.53 3.60 Depreciation 769.91 995.63 469.16 318.18 285.30 248.74 Total Expenditure 52,115.20 40,018.95 23,680.46 15,131.45 10,893.87 8,284.29 Profit Before Exceptional Items 4,875.33 4,182.29 2,547.61 3,060.32 1,463.80 1,281.86 Exceptional Items - 75.00 - 52.14 371.00 200.00 Profit Before Tax Before Restatement 4,875.33 4,107.29 2,547.61 3,008.18 1,092.80 1,081.86 Adjustments Effect Of Change In Accounting Policy - (35.43) (101.37) (186.22) 104.22 141.83 Total Adjustments - (35.43) (101.37) (186.22) 104.22 141.83 Profit Before Tax-After Restatement 4,875.33 4,142.72 2,648.98 3,194.40 988.58 940.03 Provision For Tax Current Tax 1,227.21 1,243.59 519.85 580.70 214.00 4.60 Deferred Tax 58.93 (78.46) 39.03 5.76 25.26 121.92 Fringe Benefit Tax 82.27 61.52 - - - - Short /(Excess) Provision of Tax (82.29) 0.10 18.59 0.99 (708.55) (39.08) For Prior Years Total Tax 1,286.12 1,226.75 577.47 587.45 (469.29) 87.44

156 Ten Months Year Ended On Ended 31-Jan-07 31-Mar-06 31-Mar-05 31-Mar-04 31-Mar-03 31-Mar-02 Effect Of Adjustment On Tax Current Tax ------Deferred Tax - 11.92 37.15 66.83 (35.50) (52.94) Total Effect On Tax - 11.92 37.15 66.83 (35.50) (52.94) Net Profit After Tax As Restated 3,589.21 2,904.05 2,034.36 2,540.12 1,493.37 905.53 Write Back Of Excess Depreciation 125.42 - - - - - Profit For The Year-Before Minority 3,714.63 2,904.05 2,034.36 2,540.12 1,493.37 905.53 Interest - Restated Less-Minority Share Of Profit/(Loss) 99.07 80.84 5.65 6.55 (29.63) - As Per Audited Accounts Less Pre Acquisition Profit/(Loss) - (13.29) - - (6.80) - Profit For The Year-After Minority 3,615.56 2,836.50 2,028.71 2,533.57 1,529.80 905.53 Interest - Restated Balance Brought Forward-Restated 2,360.67 2,170.85 2,087.93 1,368.28 821.40 699.02 Profit Available For Appropriation 5,976.23 5,007.35 4,116.64 3,901.85 2,351.20 1,604.55 -Restated Appropriation-Restated General Reserve - 250.00 1,021.00 1,000.00 169.00 114.00 Debenture Redemption Reserve - 1,300.00 - - - - Interim Dividend - - 787.07 - - 655.89 Proposed Dividend - 937.81 - 721.48 721.48 - Tax On Dividend - 158.87 137.72 92.44 92.44 13.26 Balance Carried Forward As Restated 5,976.23 2,360.67 2,170.85 2,087.93 1,368.28 821.40 Total 5,976.23 5,007.35 4,116.64 3,901.85 2,351.20 1,604.55

157 TRENT LIMITED

ANNEXURE-XXXXV TRENT LIMITED- CONSOLIDATED SUMMARY STATEMENT OF CONSOLIDATED CASHFLOWS - RESTATED Rs. in Lakhs Ten Months Financial Year Ended 31-Jan-07 2006 2005 2004 2003 2002 A Cash Flow From Operating Activities Net Profit Before Taxes And Exceptional Items As Per Audited Accounts 4,875.33 4,182.29 2,547.61 3,060.32 1,463.80 1,281.86 Add/Deduct(-) Impact Of Change - 35.43 101.37 186.22 (104.22) (141.83) As Per Restated Accounts 4,875.33 4,217.72 2,648.98 3,246.54 1,359.58 1,140.03 Adjustments For: Depreciation 768.36 995.63 469.16 318.18 285.30 248.74 Interest-(Net) 9.06 (5.65) (218.42) (863.17) (525.37) (99.02) Employee Stock Option 127.80 64.75 - - - - (Profit)/Loss On Fixed Assets 56.86 (86.64) (9.14) 40.08 (40.10) - Sold/Discarded(Net) (Profit)/Loss On Sale Of Long-Term (825.27) (529.85) (479.10) (471.87) 33.03 (84.00) Investments(Net) Dividend From Long-Term (316.94) (339.78) (332.83) (639.93) (89.80) (341.37) Investments Excess Provision No Longer - (9.69) - - - - Required Written Back Goodwill & Preliminary Expenses 6.00 - - - - - Written Off Liability No Longer Required Written Back (0.50) - - - - - Operating Profit Before Working 4,700.70 4,306.49 2,078.65 1,629.83 1,022.64 864.38 Capital Changes Adjustments For Working Capital Changes (-) Increase/Decrease In Current (9,527.85) 4,218.94 (78.40) (111.54) (25.01) (3,519.12) Investments (-) Increase/Decrease In Inventories (3,299.31) (2,304.18) (1,365.63) (671.81) (316.41) (547.33) (-) Increase/Decrease In Trade And (1,296.13) 454.65 240.37 (691.12) (332.59) 2,463.18 Other Receivables Increase/(Decrease) In Trade And 2,211.16 2,814.51 1,382.81 777.29 574.74 738.88 Other Payable Cash Generated From Operations (7,211.43) 9,490.41 2,257.80 932.65 923.37 (0.01) Direct Taxes Paid (1,118.20) (1,600.67) (354.82) 1,495.29 471.03 (58.91) Net Cash From Operating Activities (8,329.63) 7,889.74 1,902.98 2,427.94 1,394.40 (58.92)

158 Ten Months Financial Year Ended 31-Jan-07 2006 2005 2004 2003 2002

B Cash Flow From Investing Activities Purchase Of Fixed Assets (3,755.77) (2,268.39) (1,585.41) (1,132.88) (1,135.01) (781.10) Sale Of Fixed Assets 72.02 158.90 37.75 2.71 72.28 - Purchase Of Long-Term Investments (7,355.67) (26,439.62) (7,044.66) (6,011.90) (482.35) (2,515.62) Sale Of Long-Term Investments 9,078.51 11,114.47 5,373.10 4,203.19 2,015.14 3,789.73 Loans(Net) (1,795.03) (4,331.15) (3,871.72) 45.99 (1,773.93) - Share Of Profit From Partnership - 0.08 - - - - Interest Received 371.94 415.30 280.77 796.93 525.16 106.45 Dividend From Long Term 316.94 341.56 331.05 639.93 89.80 341.37 Investments Net Cash (Used In)/From 3,067.06) (21,008.85) (6,479.12) (1,456.03) (688.91) 940.83 Investing Activities C Cash Flow From Financing Activities Proceed From Rights Issue Of Partly 10,854.91 11,647.50 - - - - Convertible Debentures (Net Of Issue Expenses) Unclaimed Share Application Money (0.16) 2.05 - - - - Proceeds From Borrowings 2,200.93 5,242.00 5,689.84 - - - Repayment Of Borrowing 403.43 (2,009.93) - (1.07) (0.85) (0.16) Interest Paid (923.03) (513.44) (175.50) (0.72) (2.53) (3.60) Dividend Paid (1,066.04) (964.15) (837.39) (807.97) (649.61) (870.43) Contribution Of Minority Towards - 83.70 - - - - Capital In Partnership Profit Share Of Minority In Partnership - (73.34) - - - - Net Cash Used In Financing Activities 11,470.04 13,414.39 4,676.95 (809.76) (652.99) (874.19) Net Increase In Cash And Cash 73.35 295.28 100.81 162.15 52.50 7.72 Equivalents (A+B+C) Cash And Cash Equivalents As At 1,691.38 884.54 783.66 621.51 564.73 557.01 The Beginning Cash Taken Over On Consolidation 36.90 511.56 0.07 - 4.28 - Cash And Cash Equivalents 1,801.63 1,691.38 884.54 783.66 621.51 564.73 As At The End Notes: 1) All Figures In Brackets Are Outflows 2) Of The Above Cash And Cash Equivalent Balance 3) Amount Not Available For Use 74.00 71.20 68.84 67.08 65.15 62.45 Being Under Dispute

159 TRENT LIMITED

ANNEXURE-XXXXVI TRENT LIMITED - CONSOLIDATED I SIGNIFICANT ACCOUNTING POLICIES - CONSOLIDATED For The Ten Month Ended 31st January 2007. 1.0 The consolidated financial statement have been prepared in accordance with the accounting standard 21 ( AS -21) " Consolidated Financial Statements" and Accounting Standard-27 (AS-27) "Financial Reporting of Interest in Joint Ventures" issued by the Institute of Chartered Accountants of India. The consolidated financial statements are prepared by consolidating its accounts with its subsidiaries, Trent Brands Limited, Fiora Services Limited, Satnam Developers and Finance Private Limited, Nahar Theatres Private Limited, Fiora Link Road Properties Limited, Landmark Limited, Westland Books Private Limited(Subsidiary of Landmark Limited), Regent Management Private Limited (Subsidiary of Landmark Limited), Landmark E-Tail Private Limited (Subsidiary of Landmark Limited) and Joint Venture - Satnam Realtors Private Limited, wherein Satnam Developers and Finance Private Limited (100% subsidiary ) holds 50% interest. 2.0 The Partnership Firm Landmark, a subsidiary of the Company, has been converted into a Company Landmark Limited under Part IX of the Companies Act, 1956, to carry on the business of Landmark, Partnership Firm with effect from 1st April 2006. Consequently, Landmark Limited alongwith its subsidiaries Westland Books Private Limited, Regent Management Private Limited, Landmark E-Tail Private Limited became subsidiaries of the Company with effect from 1st April 2006. 3.0 With effect from 1st April, 2006, Nahar Theatres Private Limited has changed the method of providing depreciation on tangible assets other than leasehold land from Written Down Value Method to Straight Line Method in accordance with the provisions of Schedule XIV of the Companies Act, 1956.Due to this the depreciation for the Ten months period ended 31st January, 2007 is lower by Rs.31.16 lakhs and excess depreciation provided upto 31st March, 2006 amounting to Rs. 125.43 lakhs has been written back. Hence profit for the period and the reserves are higher to this extent. 4.0 With effect from 1st April, 2006 Nahar Theatres Private Limited has decided to amortise the lease premium paid for leasehold land which had not been amortised earlier over the period of lease. Accordingly, the lease premium amortised during the period includes an amount of Rs. 4.15 lakhs for the period up to 31st March, 2006. Due to this change , depreciation for the ``period is higher by Rs. 4.21 lakhs and the profit for the period is lower to that extent. 5.0 Fixed Assets and Depreciation in respect of Landmark Limited : Landmark Limited was incorporated on 31st March, 2006 under Chapter IX of the Companies Act by converting Landmark, a partnership firm, which was running the business for last 19 years. The company is in the process of identifying the value of individual fixed assets existed as of 31st March, 2006. The Company has however, calculated the depreciation of assets on block basis based on straight line method for the ten months ended 31st January, 2007. 6.0 Investments in respect of Landmark Limited : M/s. Landmark, the erstwhile partnership firm has invested in listed securities during past several years. Since a demat account cannot be opened in the name of partnership firm, the shares were held in the partner's demat account with a beneficial interest to firm / company. A demat account has been since opened in the name of M/s. Landmark Limited and the shares belonging to the company is in the process of being transferred to demat account in the name of the company. 7.0 Westland Books Private Limited has restated the gross block of Fixed Assets as of 1st April,2006 by recalculating the depreciation of previous years in accordance with Schedule XIV of the Companies Act,1956.The resultant excess depreciation of Rs .1.32 Lakhs resulting from this change in accounting policy has been adjusted to current year depreciation 8.0 Employee Benefits and AS 15 in respect of Landmark Limited : The Company has since formed a group gratuity trust and is in the process of obtaining actuarial valuation in accordance with Accounting Standard 15. 9.0 Other significant accounting policies are set out in the Notes to Accounts under the schedule "Significant Accounting Policies" of Trent Limited, Trent Brands Limited, Fiora Services Limited Satnam Developers and

160 Finance Private Limited, Nahar Theatres Private Limited, Fiora Link Road Properties Limited and Landmark Limited, Westland Books Private Limited, Regent Management Private Limited, Landmark E-Tail Private Limited 10.0 Following Subsidiary Companies have been considered in the preparation of consolidated financial statements. Name of the Company Country of Percentage of voting Power held Incorporation by the parent Trent Brands Limited India 100% Fiora Services Limited India 25.67% held by Trent Limited 64.20% held by Trent Brands Limited Satnam Developers & Finance Private India 100% Limited Nahar Theatres Private Limited India 100% Fiora Link Road Properties Limited India 100% Landmark Limited India 78.00% held by Trent Limited 0.95% held by Subsidiaries of Trent Limited Westland Books Private Limited India 100% held by Landmark Limited(Subsidiary) Regent Management Private Limited India 100% held by Landmark Limited(Subsidiary) Landmark E-Tail Private Limited India 100% held by Landmark Limited(Subsidiary) II. NOTES ON THE CONSOLIDATED BALANCE SHEET AND PROFIT AND LOSS ACCOUNT 1.0 Estimated amount of contract remaining to be executed on capital account and not Provided for Particulars 31-Jan-07 31-Mar-06 31-Mar-05 31-Mar-04 31-Mar-03 31-Mar-02 Estimated amount of contract 271.55 632.27 118.33 105.28 220.61 461.75 remaining to be executed on capital account and not provided for Share of Joint Venture 303.86 451.85 958.58 - - - 2.0 Contingent Liability: Particulars 31-Jan-07 31-Mar-06 31-Mar-05 31-Mar-04 31-Mar-03 31-Mar-02 Claims made against the 776.38 749.93 525.74 462.45 428.09 425.39 company not acknowledged as debts except where amount is not ascertainable Sales Tax, Excise and Custom 129.71 146.81 144.04 108.76 201.51 247.62 Demands against which Company has filed appeals Income Tax Demands against 467.21 687.98 519.68 560.69 542.76 3,393.60 which Company has filed appeals General Provision for Contingencies 205.00 205.00 130.00 130.00 60.00 60.00 (Refer Note Below) Note As a matter of abundant caution, a general provision for contingencies of upto Rs. 205.00 lakhs has been made till 31st January, 2007 against items a, b and c which are disputed by the company.

161 TRENT LIMITED

3.0. Satnam Developers & Finance Private Limited, 100 % subsidiary, is 50% Joint Venture partner in Satnam Realtors Private Limited (SRPL). SRPL is holding leasehold rights in a plot of land where it is in the process of constructing a Commercial building for its business. The Company's interest in the Assets and Liabilities of SRPL have been included in the Consolidated Statement of Adjusted Assets and Liabilities as on 31St January 2007. Other Major notes On the Consolidated Balance Sheet And Profit And Loss Accounts 1) For the year ended 31st March, 2006 Uncalled Liability on partly paid shares : Rs. 12.37 Lakhs. 2) For the year ended 31st March, 2004 Profit on sale of Long Term Investments (Net) is after write back of provision for diminution in value of Long Term Investments made in earlier years amounting to Rs. 518.47 lakhs. 3) For the year ended 31st March, 2003 Loss on sale of Long Term Investment (Net) is after write back of provision for diminution in value of Long Term Investment made in earlier years amounting to Rs. 534.67 lakhs. 4) For the year ended 31st March, 2002 Consequent to the mandatory Accounting Standard issued by the ICAI on the accounting for taxes on income, the company has recorded deferred tax liability of Rs. 525.04 lakhs till 31st March, 2001 and the same has been debited to the general reserves as on 1st April,2001.Deferred Tax Adjustment for the year ended 31st March, 2002 amounting to Rs.121.92 lakhs has been recognised in Profit and Loss account. 4.0 Details of Deferred Tax- Restated Rs.in lakhs As at Particulars 31-Jan-07 31-Mar-06 31-Mar-05 31-Mar-04 31-Mar-03 31-Mar-02 Deferred Tax Liability Depreciation 756.96 689.89 728.79 679.42 633.26 613.64 Voluntary Retirement Expenses - - 4.52 - - 5.51 Carried forward Total (A) 756.96 689.89 733.31 679.42 633.26 619.15 Deferred Tax Asset Unabsorbed Depreciation - - - - 3.54 35.81 Carried Forward Unabsorbed Capital Loss - - 1.02 15.53 59.36 - Carried Forward Other Provisions 153.82 55.35 31.21 39.00 18.06 16.78 Total (B) 153.82 55.35 32.23 54.53 80.96 52.59 Deferred Tax Liability 603.14 634.54 701.08 624.89 552.30 566.56 (Net) (A-B)

162 Annexure XXXXVII Other Financial Information A. DETAILS OF SECURED LOANS AS AT 31ST JANUARY 2007 Particulars Amount Interest Terms (Rs.in Lakhs) Rate Non Convertible Debentures 6,550.24 2% Repayable with a premium of Rs 98each on 7th July 2010 The Non Convertible Debentures are secured by way of charge on the Assets of the company costing atleast 1.33 times of the value of the Debentures in favour of Debentures trustees B. DETAILS OF UNSECURED LOANS AS AT 31ST JANUARY 2007 Particulars Amount Interest Repayment Schedule (Rs.in Lakhs) Rate Sales Tax Loan 16.80 Nil Repayable in installment C. Sundry Debtors consist of : Rs.in lakhs As at Particulars 31-Jan-07 31-Mar-06 31-Mar-05 31-Mar-04 31-Mar-03 31-Mar-02 Debts Outstanding Over Six Months Considered Good 82.99 93.50 92.49 90.45 90.45 90.38 Considered Doubtful 0.62 0.62 0.62 0.62 0.62 0.62 Other Debts Considered Good 147.82 105.40 69.57 39.19 11.52 2.02 Considered Doubtful ------Provision For Doubtful Debts 0.62 0.62 0.62 0.62 0.62 0.62 Total Sundry Debtors 230.81 198.90 162.06 129.64 101.97 92.40 D. DETAILS OF DEFERRED TAX - RESTATED : Rs.in lakhs As at Particulars 31-Jan-07 31-Mar-06 31-Mar-05 31-Mar-04 31-Mar-03 31-Mar-02 Deferred Tax Liability Depreciation 685.73 685.61 728.79 677.29 617.49 599.90 Voluntary Retirement Expenses - ----5.51 Carried Forward Total (A) 685.73 685.61 728.79 677.29 617.49 605.41 Deferred Tax Asset Unabsorbed Depreciation - ----35.81 Carried Forward Unabsorbed Capital Loss - - - 15.53 59.36 - Carried Forward Other Provisions 140.21 52.67 31.20 33.99 17.36 16.74 Total (B) 140.21 52.67 31.20 49.52 76.72 52.55 Deferred Tax Liability (Net) (A-B) 545.52 632.94 697.59 627.77 540.77 552.86

163 TRENT LIMITED

E. DETAILS OF LOANS AND ADVANCES AS ON 31ST JANUARY 2007 Rs. In Lakhs Particulars 1 Security Deposits Subsidiary Company 412.50 Deposits For Premises - Others 3,260.23 Other Deposits 31.45 2 Loans Loans To Subsidiaries 1,921.47 Other Loans 99.80 3 Other Loans And Advances Recoverable In Cash Or Kind For The Value To Be Received 364.44 4 Balances With Customs / Port Trust Etc 90.31 5 Other Receivables 158.52 6 Bills Of Exchange 114.20 7 Advances On Capital Account 254.04 8 Advance Payment Of Taxes - Net Of Provision 414.79 Total 7,121.75 9 Less : Provision For Doubtful Advances 155.84 Total 6,965.91 Considered Good - Secured - Considered Good - Unsecured 6,965.91 Considered Doubtful - Unsecured 155.84 Total 7,121.75

164 ANNEXURE - XXXXVIII Details of outstanding to small scale undertaking Notes on the Balance Sheet and Profit and Loss Account for the Ten Months Period ended 31st January 2007. (a) The Company has identified the suppliers who are covered under the "Interest on Delayed Payments to Small Scale and Ancillary Industrial Undertakings Act, 1993". The liability under the said Act on account of interest is not ascertained as on 31st January , 2007. However, no claims have been received for interest from suppliers with reference to the above Act. (b) The names of small scale industries to whom the Company owes a sum which is outstanding for more than 30 days, as per the terms of the contracts, at the balance sheet date are as under: (i) M/s. Dukool (ii) M/s. Anupam Textiles (iii) M/s. Raj Fragerance (iv) M/s.Gemini Enterprises (v) M/s. Sukarma Fashions Limited. (vi) M/s. Suprint Sales (vii) M/s. Freewill Sports Private Limited (viii) M/s. Suresh Hosiery Private Limited (ix) M/s. Kaviraj Incorporation The above information regarding small scale undertakings has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors Notes on the Balance Sheet and Profit and Loss Account for the year ended 31st March 2006. (a) The Company has identified the suppliers who are covered under the "Interest on Delayed Payments to Small Scale and Ancillary Industrial Undertakings Act, 1993". The liability under the said Act on account of interest is not ascertained as on 31st March, 2006. However, no claims have been received for interest from suppliers with reference to the above Act. (b) The names of small scale industries to whom the Company owes a sum which is outstanding for more than 30 days, as per the terms of the contracts, at the balance sheet date are as under: (i) M/s.Mariam. (ii) M/s.Bhagavathi Garments (iii) M/s. Anupam Textiles (iv) M/s. Chamaria Knit wear Industry (v) M/s.Gemini Enterprises (vi) M/s. Godani Plast (vii) M/s. Index Corporation (viii) M/s.Krishna Weaving Factory (ix) M/s. Raj Fragrance (x) M/s. Interplast The above information regarding small scale undertakings has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors

165 TRENT LIMITED

Notes on the Balance Sheet and Profit and Loss Account for the year ended 31st March 2005. (a) The Company has identified the suppliers who are covered under the "Interest on Delayed Payments to Small Scale and Ancillary Industrial Undertakings Act, 1993". The liability under the said Act on account of interest is not ascertained as on 31st March, 2005. However, no claims have been received for interest from suppliers with reference to the above Act. (b) The names of small scale industries to whom the Company owes a sum which is outstanding for more than 30 days, as per the terms of the contracts, at the balance sheet date are as under: (i) M/s.Mariam. (ii) M/s.Bhagavathi Garments. (iii) M/s.E Yantra Industries (iv) M/s.Koolwal Handicrafts (v) M/s.Gemini Enterprises (vi) M/s.Penguin Garments (vii) M/s. Auroma Homecare Products Pvt.Ltd. (viii) M/s.Krishna Weaving Factory (ix) M/s. Anjali Products (x) M/s Interplast (xi) M/s. Anupam Textiles (xii) M/s. Kuldeep International (xiii) M/s. Raj Fragrance The above information regarding small scale undertakings has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors. Notes on the Balance Sheet and Profit and Loss Account for the year ended 31st March 2004. (a) The Company has identified the suppliers who are covered under the "Interest on Delayed Payments to Small Scale and Ancillary Industrial Undertakings Act, 1993". The liability under the said Act on account of interest is not ascertained as on 31st March, 2004. However, no claims have been received for interest from suppliers with reference to the above Act. (b) The names of small scale industries to whom the Company owes a sum which is outstanding for more than 30 days, as per the terms of the contracts, at the balance sheet date are as under: (i) M/s.Mariam. (ii) M/s.Bhagavathi Garments. The above information regarding small scale undertakings has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors. Notes on the Balance Sheet and Profit and Loss Account for the year ended 31st March 2003. (a) The Company has identified the suppliers who are covered under the "Interest on Delayed Payments to Small Scale and Ancillary Industrial Undertakings Act, 1993". The liability under the said Act on account of interest is not ascertained as on 31st March, 2003. However, no claims have been received for interest from suppliers with reference to the above Act.

166 (b) The names of small scale industries to whom the Company owes a sum which is outstanding for more than 30 days, as per the terms of the contracts, at the balance sheet date are as under: (i) M/s. Haseena Creation (ii) M/s. Mariam (iii) M/s. Bhagavathi Garments (iv) M/s. Dukool The above information regarding small scale undertakings has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors. Notes on the Balance Sheet and Profit and Loss Account for the year ended 31st March 2002. The names of small scale industries to whom the Company owes a sum which is outstanding for more than 30 days, as per the terms of the contracts, at the balance sheet date are as under: (i) M/s. Haseena Creation (ii) M/s. Mariam (iii) M/s. Bhagavathi Garments (iv) M/s. Dukool The above information regarding small scale undertakings has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

167 TRENT LIMITED MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion in conjunction with our selected financial and other operating data and our financial statements under Indian GAAP and the related notes to accounts and significant accounting policies that have been incorporated in the section titled "Financial Information". This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. A description of what constitutes a forward-looking statement is provided in "Forward-Looking Statements". Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth under "Risk Factors" and elsewhere in this Letter of Offer. Unless otherwise stated, the financial information used in this section is derived from our restated audited financial statements under Indian GAAP. Our fiscal year ends on March 31 of each year, hence all references to a particular fiscal year are to the 12-month period ended March 31 of that year. In this section, any reference to "we", "us" or "our" refers to Trent Limited. Bracketed numbers indicate losses/ negative figures. Company Background Our Company is one of India's leading retailers and is a part of the TATA group. Our Company owns a chain of department stores across the country & is also increasing its foothold in the high volume 'Hyper Market' sector. Currently, our Company is carrying on the business of retailing of readymade garments for men, ladies and children, household and gift items, footwear, accessories, toys etc., under the name "Westside" and mass retailing under the name "STAR INDIA BAZAAR". Over the years, Company has grown from one store to twenty six stores of Westside, which are located at various places in India and one store of STAR INDIA BAZAAR at Ahmedabad. One of the distinguishing features of our Company is that it sells the products under its own exclusive brand names. Our Company's brands "Westside", "Trent", "SRC", "Richmond", "Sassy", "Street Blues", "Gia", "2 Fast 4 U", "Ascot" and "Westsport" have been well accepted and are fast gaining popularity. Our Company provides quality products at reasonable prices to its customers. Value for money, styling, a pleasant and comfortable shopping ambience, accompanied by courteous service have contributed to our Company's products being well accepted and well recognised. Our Company has adopted the Tata Business Excellence Model in order to enhance the quality of our Company's service and products. Our Company has also adopted the Tata Code of Conduct and adheres to good corporate practices vide a Tata Brand Equity and Business Promotion Agreement dated December 23, 1999. Our Company vide the said agreement, can use and is associated with the Tata name, Mark and Marketing Indicia in respect of our Company's products and services or other uses as applicable. Opportunities in the Industry Retail is the largest industry sector in the world, with the penetration of retailing exceeding 80% of the population in the developed nations, and 40% in developing nations like Thailand, Indonesia, and Malaysia. The Indian retail market is large, but highly fragmented with very few large retailers, and is pegged at USD 180 billion (Rs. 7, 86,60,000.00 lakhs) as per a study conducted by Pricewaterhouse Coopers and accounts for 10% of the Country's GDP. The forecast growth in real retail sales in 2003-2008 is 8.3% per year compared with 7.1% for consumer expenditure. Modernisation of the Indian retail sector will be reflected in rapid growth in sales of supermarkets, departmental stores and hypermarkets. Sales from large format stores are to expand at growth rates ranging from 24% to 49% per year during 2003-2008 according to the Euromonitor International report. AT Kearney has placed India on number 6th on the global retail development index. The Indian Retail Sector is at an inflexion point, with many enabling conditions coming into existence e.g. favourable demographics, rising consumer incomes, real estate developments especially with emergence of new shopping malls, availability of better sourcing options both from within India and overseas, and changing lifestyle that bring the Indian consumer closer to the consumers in more developed markets and availability heightened usage of credit cards. All these changes are driving growth of the organised retail sector.

168 Summary of Results of Operations Profit and Loss Statement of Trent Limited - Restated: Rs. in Lakhs (except per share data) Ten Months Financial year Ended 31-Jan-07 2006 2005 2004 INCOME Sales 38,480.86 33,892.93 22,793.37 14,734.14 Other Operating Income 638.99 476.94 356.42 239.08 Income From Current Investments 225.60 274.22 298.45 540.06 Other Income-Recurring 1,045.18 1,027.92 1,119.40 1,110.59 Other Income-Non recurring 74.32 86.99 42.06 15.46 Increase/(Decrease )in inventory 1,544.82 1,559.82 1,472.18 581.24 Total income 42,009.77 37,318.82 26,081.88 17,220.57 EXPENDITURE Raw Materials Consumed 200.90 234.25 225.84 291.29 Purchase of Finished Goods 21,759.82 18,875.51 12,793.72 7,357.45 Staff cost 2,384.18 2,027.92 1,466.05 1,081.32 Selling & Distribution Expenses 5,796.37 4,770.86 3,233.96 2,112.47 Other Expenses 7,446.11 6,999.85 5,452.10 3,953.51 Interest 115.74 106.21 0.03 0.72 Depreciation 627.52 800.05 454.18 306.02 Total Expenditure 38,330.64 33,814.65 23,625.88 15,102.78 Profit Before Exceptional Items 3,679.13 3,504.17 2,456.00 2,117.79 Exceptional items - 75.00 - 70.00 Profit Before Tax-Before Restatement 3,679.13 3,429.17 2,456.00 2,047.79 Adjustments Effect of Change in Accounting Policy - (35.43) (101.37) (186.22) Total adjustments - (35.43) (101.37) (186.22) Profit Before Tax-After Restatement 3,679.13 3,464.60 2,557.37 2,234.01 Total Provision for Tax 854.65 991.34 550.08 327.85 Total Effect on Tax - 11.92 37.15 66.83 Net Profit After Tax as Restated 2,824.48 2,461.34 1,970.14 1,839.33 Balance Brought Forward Restated 1,318.52 1,476.52 1,405.68 1,380.27 Total 4,143.00 3,937.86 3,375.82 3,219.60 Ratio Analysis (Not Annualised) Ten Months Financial year Ended 31-Jan-07 2006 2005 2004 Earning per share - Basic 19.32 17.88 14.58 14.13 Earning per share - Diluted 18.90 17.52 14.58 14.13 Net Asset value per share 254.52 186.86 165.30 157.07 Return on Net Worth ( %) 7.04% 9.41% 9.09% 9.27% Note: Above financial ratios have been worked out based on Restated profit after tax but before exceptional items & number of shares restated on account of rights issue. Please refer to Annexure XII of Auditors Report for further information

169 TRENT LIMITED

Performance for The Ten Months Ended 31st January 2007: Performance for the Ten months period ended 31st January 2007 cannot be compared with previous Financial Year ended March 31, 2006 which is for twelve months. During the period our company opened two Westside stores at Jaipur and Lucknow. Our company relocated its Pune store to bigger premises. Our company's sales for the Ten months period are Rs.38480.86 Lakhs. Segment Profit of Retailing is Rs 2,758.10 Lakhs, profit before tax is Rs.3,679.13 Lakhs. Net profit after tax is Rs.2824.48 Lakhs. Future Plans and Store expansion programs The funds raised by the rights issue are proposed to be utilised partly for setting up 30 new stores. Comparison of Financial Year Ended March 31, 2006 With Financial Year March 31, 2005:  Sales: During the year our company opened six new stores at Bangalore, Gurgaon, Baroda, Kolkata, Delhi (2). Sales from New stores and increase in sales from existing stores resulted in increase in Sales from Rs.22793.37 Lakhs to Rs.33892.93 Lakhs - an increase of 49%. Our sales primarily consists of trading of readymade garments for men, ladies and children, household and gift items, footwear, accessories, toys and mass retailing products.  Expenditure: Our Company was able to keep control on the expenses. As compared to increase in sales by 49%, the cost of goods increased by 52%, staff cost increased by 38%, selling and distribution expenses increased by 47% and other expense increased by 28%. During the year our company issued non convertible debentures carrying interest @ 2%. Hence interest costs have gone up.  Segment Profit from Retailing: As a result of increase in Sales and Control on expenditure, Segment Profit from Retailing went up substantially from Rs. 1,524.41 Lakhs to Rs. 2,526.84 Lakhs.  Other Income: Income from Current Investments was lower. Other Income - Recurring was lower due to lower profit on sale of long-term investment  Exceptional Items: A provision of Rs.75 Lakhs was made towards contingencies.  Adjustments in Restated Accounts: Adjustments have been made in the restated accounts to give effect to the change in accounting policy relating to amortization of Store Launch expenses.  Provision for Tax: Provision for Current tax was higher at Rs. 1,014.00 Lakhs as against Rs. 498.50 Lakhs.  Profit After Tax - Restated: Due to the above factors, the Restated profit after tax was Rs. 2,461.34 Lakhs as against Rs.1970.14 Lakhs in Financial Year ended March 31, 2005.

170 Comparison of Financial Year Ended March 31, 2005 With Financial Year March 31, 2004:  Sales: During the year our company launched its first Star India Bazaar Hypermarket at Ahmedabad and two Westside stores at Indore and Mumbai. Sales from New stores and increase in sales from existing stores resulted in increase in Sales from Rs.14734.14 Lakhs to Rs.22793.37 Lakhs - an increase of 55%  Expenditure: Our Company was able to keep control on the expenses. As compared to increase in sales by 55%, the cost of goods increased by 49%, staff cost increased by 35%, selling and distribution expenses increased by 53% and other expense increased by 38%.  Segment Profit from Retailing: As a result of increase in Sales and Control on expenditure, Segment Profit from Retailing went up substantially from Rs. 1,005.74 Lakhs to Rs. 1,524.41 Lakhs.  Other Income: Income from Current Investments was lower. Other Income - Recurring was comparable with last year. Other Income - Non-recurring included liquidated damages received for giving delayed possession of the property - Rs.25 Lakhs  Adjustments in Restated Accounts: Adjustments have been made in the restated accounts to give effect to the change in accounting policy relating to amortization of Store Launch expenses.  Provision for Tax: Provision for Current tax was Rs. 498.50 Lakhs as against Rs. 317.00 Lakhs. Short provision of tax Rs.18.92 Lakhs in respect of prior years was provided.  Profit After Tax - Restated: Due to the above factors, the Restated profit after tax was higher at Rs.1,970.14 Lakhs as against Rs.1,839.33 Lakhs in Financial Year ended March 31, 2004. Information required as per clause 6.10.5.5(a) of the SEBI Guidelines 1) Unusual or infrequent events or transactions: Following transactions were infrequent: (i) Provision for diminution in value of long-term investments: Financial Year Ended Rs. in Lakhs 31.03.2001 500 31.03.2002 200 31.3.2003 240 (ii) Provision for contingencies in financial year ended 31.3.04 Rs.70.00 Lakhs and in financial year ended 31.3.06 Rs.75.00 Lakhs (iii) Provision for forged bills discounted in Financial Year Ended 31.03.2001 - Rs. 114.20 Lakhs (iv) Profit on sale of fixed assets in Financial Year Ended 31.03.2001 - Rs. 279.77 Lakhs

171 TRENT LIMITED

(v) Interest received on Income Tax Refund in Financial Year Ended 31.03.2003 - Rs. 426.11 Lakhs 2) Significant economic changes that materially affected or are likely to effect income from continuing operations: Setting up of new stores have materially affected and would have material affect on the income from continuing operations. 3) Known trends and uncertainties: To the best of our knowledge, other than as described elsewhere in this Letter of Offer, there are no known trends or uncertainties that may have material adverse impact on the income, costs and profits of our company from continuing operations. 4) Future relationship between costs and income: We sell products mainly under our own label. Through continuous cost cutting and efficient processes, we have protected our margins in the past and expect to protect in future by improvement in products and processes. Other than as described elsewhere in this Letter of Offer, there are no known factors, which will affect the future relationship between costs and revenue and the operations adversely. 6) Dependence of revenues on opening of new stores: Major growth in sales is dependent upon opening of new stores as planned and maintaining growth in sales of existing stores. 7) Turnover of the industry segment in which we operate: This has been discussed in the section on our industry and our business in the Letter of Offer. 8) New products or business segments: We are in retailing of lifestyle products. In order to meet the changing requirements of our customers, we may launch new product categories or new format of delivery or new brands. 5) Seasonality of the business: Our business exhibits seasonality due to the bunching up of festivals like Durga Puja, Diwali, Christmas, etc. during the period October-January, in which historically we have reported higher sales. Other than the information provided in this letter of offer to the best of knowledge, there are no known factors, which are seasonal in nature, and which we feel will have a material adverse impact on the operations and finances of our Company. 9) Dependence on single or few suppliers/customers: We source our products from a very diverse group of suppliers and thus our operations are risk averse from supplier side. Similarly, we sell our products to a wide variety of customer segments and do not foresee business risk arising from our customers. 10) Competitive Conditions: We believe that we are well positioned to enhance our position as a most relevant retailer for customers in the region in which we operate. On account of our competitive strengths we feel we are well positioned to serve our customers.

172 Information as required by Government of India, Ministry of Finance, circular No. F2/5/SE/76 dated February 5, 1977 as amended vide their Circular of even number dated March 8, 1977 is given below: 1) Working Results for the eleven months ended February 28, 2007. Rs. in Lakhs Particulars Net Sales 41,406.17 Other Income from Retailing 715.26 Income from Current Investments 244 Total Net Sales/Income From Operations 42,365.43 Other Income 1,125.81 Total Income 43,491.24 Profit Before Interest, Depreciation & Tax 4,581.74 Interest 126.69 Depreciation 703.46 Profit Before Tax 3,751.59 Tax Current Tax 887.13 Fringe Benefit Tax 74.25 Deferred Tax 0.12 Total Tax 961.50 Profit for the Period After Tax 2,790.09 Excess Tax Provision of Prior Years Written back 82.97 Net Profit 2,873.06 2) Save as stated elsewhere in the Letter of Offer there are no material changes and commitments, which are likely to affect the financial position of our Company since January 31, 2007 (i.e. the last date upto which audited information is incorporated in this Letter of Offer) 3) Weekend Prices of the Equity Shares of our Company for the last four weeks on the BSE are as follows: Week ended on Closing Price (Rs.) March 30, 2007 684.65 April 05, 2007 700.00 April 13, 2007 713.10 April 20, 2007 727.40 April 27, 2007 714.60 Source: BSE 4) Closing price of the Equity Shares of our Company on the BSE as on April 30, 2007 was Rs. 726.85 per Equity Share 5) Highest & Lowest price of the Equity Price of our Company on BSE during the period (April 23, 2006 to April 23, 2007) Date Price (Rs.) High May 17, 2006 903.40 Low July 21, 2006 658.05 Source: BSE 173 TRENT LIMITED OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS

Except as described below and in the notes to the financial statements, there are no contingent liabilities not provided for, outstanding litigation, disputes, non payment of statutory dues, overdue to banks/ financial institutions, defaults against banks/financial institutions, defaults in dues towards instrument holders like debenture holders, fixed deposits and arrears on cumulative preference shares issued by our Company, defaults in creation of full security as per terms of issue/other liabilities, proceedings initiated for economic/civil/any other offences (including past cases where penalties may or may not have been awarded and irrespective of whether they are specified under paragraph (i) of part I of Schedule XIII of the Companies Act, 1956) against our Company save and except the following: Contingent Liabilities (not provided for as of January 31, 2007) Rs in Lakhs Period Ended on January 31, 2007 a) Claims made against the company not acknowledged as debts except where amount 576.38 is not ascertainable b) Sales Tax, Excise and Custom Demands against which the Company has filed appeals 129.71 c) Income Tax Demands against which the Company has filed appeals 442.62 d) Corporate Guarantees given on behalf of subsidiary 11,000.00 e) General Provision for Contingencies (Refer note below) 205.00 Note : As a matter of abundant caution, a general provision for contingencies of upto Rs. 205 Lakhs has been made till January 31, 2007 against items (a), (b) and (c) which are disputed by our Company. Guarantees Given by our Company to third parties 1 In favour of State Bank of India (the Bank) /State Bank of Patiala 2 On behalf of Satnam Developers & Finance Private Limited (SDFL) 3 Amount of Guarantee Rs. 11,000 Lakhs 4 Reasons To secure loan to be given by the Bank to SDFL 5 Term of Guarantee Till the entire loan is repaid 6 Onerous obligation of the Issuer If at any time default shall be made by SDFL in payment of the principal sum together with interest, cost, charges, expenses and / or other monies for the time being due to the Bank in respect of or under the said loan, our Company shall forthwith on demand pay to the Bank the whole of the principal sum i.e., Rs. 11,000 Lakhs together with interest, cost, charges, expenses and / or other monies as may be then due to the Bank in respect of the said loan and shall indemnify and keep indemnified the Bank against all losses of the principal sum, interest or other monies due and all costs, charges and expenses whatsoever, which the Bank may incur by reason of any fault on the part of SDFL. 7 Security Available Nil 8 Consideration Nil

174 OUTSTANDING LITIGATION AGAINST OUR DIRECTORS AS OF MARCH 31, 2007 Outstanding Litigation against our Director I. Litigation against Mr. Farrokh K. Kavarana under the Standards of Weights and Measures Act, 1976: A complaint has been filed by the Inspector of Legal Metrology, Osmanabad against Titan Industries and all its Directors (including Mr. Farrokh K. Kavarana in his capacity as one of the director of Titan Industries), alleging an economic offence under the Standards of Weights and Measures Act, 1976 and Packaged Commodities Rules, 1977 before Chief Judicial Magistrate, Osmanabad. Chief Judicial Magistrate issued a summons in the name of Titan Industries and its Directors. Titan Industries filed a Criminal Writ Petition in the High Court of Bombay, Bench at Aurangabad, challenging the issuance of the summons by the Chief Judicial Magistrate. The High Court after hearing the parties passed an Order on December 07, 2005 granting interim relief in favour of Titan Industries and stayed the proceeding before Chief Judicial Magistrate, Osmanabad. II. Litigation against Mr. Noshir A. Soonawala A. Criminal Cases i. A complaint has been filed by Mr. S. K. Agarwal and Mr. R. K. Agarwal under Section 138 read with Section 141 of the Negotiable Instruments Act, 1881 against Tata Motors Limited (Tata Motors) and its directors (including Mr. Noshir A. Soonawala in his capacity as one of the Director of Tata Motors Limited), before the additional judicial magistrate, Raipur, and the Sub-Divisional Magistrate, Sambalpur, respectively. The complainants had filed a civil suit against the Company and its dealer before the district judge, Raipur, for refund of the booking amount, which was alleged to have been decreed in favour of the complainant. An appeal was filed by Tata Motors before the High Court of Jabalpur, which stayed the order by the District Judge, provided that the Company deposit the decretal amount with the Trial Court at Raipur. The Company had deposited the said amount at Raipur. In the meantime, execution proceedings were taken out against the Company, pursuant to which the Company handed over the necessary cheque to the Bailiff. A stay was granted by the High Court prior to the presentation of the said cheques to its bankers and hence the company issued a stop payment instruction to its Bankers. Thereafter, the complainants have filed the said complaints. The company has filed a squashing petition before the High Court of Jabalpur and further proceedings have been stayed by the High Court. The company has also obtained a stay on further proceedings from the Additional District and Sessions Judge, Sambalpur, by filing a revision petition. B. Labour Cases i. Mr. P. A. Kshirsagar was terminated from the services on January 31, 2006. He filed a complaint in Labour Court, Pune against Tata Motors Limited and its Directors (including Mr. Noshir A. Soonawala in his capacity as one of the Director of Tata Motors Limited) challenging his termination. Tata Motors Limited and Mr. Noshir A. Soonawala have filed their replies. The matter is pending for evidence. ii. Mr. P. A. Kshirsagar was issued a chargesheet by Tata Motors Limited for fraudulently claiming wages and domestic enquiry was initiated against him. Mr. Khirsagar filed a complaint against Tata Motors Limited and its Directors (including Mr. Noshir A. Soonawala in his capacity as one of the director of Tata Motors Limited), in the Labour Court, Pune praying for dropping of the enquiry. Tata Motors Limited has filed an application challenging the maintainability of the complaint. The matter is pending for evidence. C. Consumer Cases i. Punjab Ferrics Limited filed a consumer complaint for replacement of vehicle and payment of compensation and litigation expenses against Tata Motors Limited and its Directors (including Mr. Noshir A. Soonawala in his capacity as one of the Director of Tata Motors Limited), in District Forum, Ludhiana. Tata Motors Limited and Mr. Noshir A. Soonawala have filed their reply to the above complaint. The matter is pending for evidence.

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OUTSTANDING LITIGATION AGAINST OUR COMPANY AS OF MARCH 31, 2007. I. Cases filed against our Company A. Criminal Cases  A Criminal case was filed by Excise Department before the Chief Judicial Magistrate, Navsari, against our Company and its Directors in respect of the same allegation of setting up of three dummy units for manufacture of talcum powder for and on its behalf as stated in C below. The matter has been stayed by the Gujarat High Court at Ahmedabad vide its Order dated April 16, 2001. B. Securities Related  Show Cause Notice issued to our Company by SEBI SEBI by its letter dated September 10, 2004 bearing no. CFD/DCR/RC/TO/13060/04 issued a notice to our Company alleging non-compliance under Regulation 6(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (the 'Takeover Code') in the year 1997. Our Company has vide its letter dated November 18, 2004 replied to the aforesaid notice clarifying that the contents of our Company's disclosure under regulation 6(2) of the Takeover Code was same as that under regulation 6(4) of the Takeover Code which our Company had already disclosed within the period stipulated under the Takeover Code. C. Excise Related Matters The Collector of Central Excise (CCE) issued a Show Cause Notice (SCN) dated May 20, 1988, to the Company and its Directors. The said SCN alleged setting up of three dummy units by our Company for manufacture of talcum powder for and on its behalf and demanded a sum of Rs.73,63,209/- towards excise duty. The CCE vide his Order dated March 16, 1990 confirmed the demand and imposed a penalty of Rs.20 Lakhs on our Company and Rs.50,000/- each on two of its officers. Central Excise & Gold Appellate Tribunal (Western Region Bench) (CEGAT) vide its Order dated October 5, 1990, disposed of the stay application filed by our Company and directed our Company to deposit an amount of Rs.35 Lakhs and furnish a bank guarantee of Rs.35 Lakhs. The same was complied with by our Company. CEGAT vide its final Order dated March 17, 1999 set aside the Collector's demand and remanded the matter for de novo consideration. In 2004, the matter was transferred from Commissioner of Central Excise, Navsari to Commissioner of Central Excise, Daman. The Commissioner of Central Excise, Daman vide his Order dated July 30, 2004, confirmed the demand and imposed a penalty of Rs.50.00 Lakhs on our Company and Rs.1.00 lakh each on the other two officers. No notice was issued against the Directors of our Company. Our Company filed its Appeal and Stay Application before the CEGAT on November 19, 2004. The Stay Application was heard by the CEGAT on January 20, 2005 and CEGAT vide its Order dated January 20, 2005 ordered that the deposit of Rs.35.00 Lakhs continue to remain with the Excise authorities. Further, CEGAT ordered that the Bank Guarantee, which had expired, may be returned to our Company. The matter is pending before the CEGAT for final hearing. In our Company's accounts for the year ended March 31, 2004, the amount is shown as Contingent Liability not provided for. D. Civil Litigation a. Arbitration Cases i. Our Company acquired Miaami Pharma and Chemicals Private Limited (Miaami) in 1990. However, before our Company took over Miaami, there was a dispute pending between Miaami and Plethico Pharmaceuticals Limited (Plethico) regarding commission receivable by Plethico for sale and marketing of I.V. Fluids manufactured by Miaami.

176 Arbitration proceedings were held in Indore before a single Arbitrator and an award was passed in favour of Plethico for Rs.58.00 Lakhs. Our Company has filed an application under section 30 of the Arbitration & Conciliation Act, 1996 before the IV Additional District Judge, Indore. The matter is pending before the IV Additional District Judge, Indore. ii. In January 1997, Plethico Pharmaceuticals claimed an additional amount of Rs.302.30 Lakhs as sales commission together with interest for the period February 1988 to December 1992. The majority award passed by the Arbitrators awarded the entire claim for commission of Rs.146.00 Lakhs and interest from 1988 - 1997 of Rs.157.00 Lakhs, aggregating to Rs.302 Lakhs in favour of Plethico. Further, Plethico is entitled to interest @ 18% p.a. till the date of payment. Our Company had challenged this Award by filing an appeal before the Additional District Judge of Indore under the relevant provisions of the Arbitration Act. Accordingly, the Addl. District Judge upheld the claim of Rs. 146 Lakhs and granted interest in terms of the provision of the Arbitration Act @ 18% p.a. from the date of the Order i.e. December 19, 1998 till the date of payment. Our Company has filed a stay application and an appeal against the said Order, before the Madhya Pradesh High Court. The appeal is pending before the Madhya Pradesh High Court at Indore. Accordingly, the Madhya Pradesh High Court while granting a stay to our Company, directed our Company to deposit a sum of Rs. 50 Lakhs with the Addl. District Judge and furnish a Bank Guarantee for the balance amount of Rs. 145.66 Lakhs and the same has been complied by our Company. b. Arbitration Application Landegent Clothing Consultancy (LCC) has filed an arbitration application in the High Court of Bombay for appointment of sole arbitrator. LCC was providing services related to designing of readymade garments to our Company vide agreement dated November 1, 2002. The said agreement was terminated by our Company with effect from. July 6, 2004 as LCC has committed breach of terms of said agreement. Our Company did not pay fees to LCC from January 2004. LCC after many discussions with our Company invoked the arbitration clause and requested our Company to appoint a sole arbitrator. Our Company rejected the request and requested for appointment of three arbitrators. LCC has now filed an arbitration application against our Company for appointment of sole arbitrator. The court vide Order dated August 11, 2006 rejected of the application filed by LCC and ordered for appointment of three arbitrators. No Tribunal has been formed as on date. c. Others i. Suit filed for recovery of mesne profits In 1977 our Company had taken on lease office premises at Ansal Bhavan, New Delhi from Mr. Bhimsen Mamtani. In May 1996, Mr. Bhimsen Mamtani filed a suit against our Company before the Civil Judge, Tis Hazari Court, Delhi for possession of the said premises, recovery of mesne profits and recovery of Rs.48,946/- being the difference of house tax together with interest @ 24% per annum. On October 31, 2001, our Company handed over the possession of the premises to Mr. Bhimsen Mamtani, but the suit on ground (b) and (c) was still pending. On November 24, 2004, the Commercial Civil Judge of the Tis Hazari Court, passed an order against Mr. Bhimsen Mamtani and the suit was dismissed. Mr. Bhimsen Mamtani has filed an appeal before the District Judge, Delhi. The matter is pending before the District Judge, Delhi. ii. Discounting of Bills As part of its Treasury Operations, our Company had been discounting bills. In August 2000, our Company discounted 21 Hundies aggregating to Rs. 2,02,04,319/- of Hindustan Lever Limited which were drawn by Mr. Ashok Kumar Garg, Proprietor of Prism Packaging. These bills were forged by Mr. A.K. Garg.

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Our Company had received a sum of Rs.25.00 Lakhs from Prism Packaging in November 2000 against these bills. Prism Packaging also issued a pay order for Rs.58,26,229/- to our Company which was deposited in Citibank N.A. However, our Company received an Order under section 102 of the Criminal Procedure Code from Kherwadi Police Station, on account of compliant lodged by ICICI Bank Limited in respect of cheating and forgery against Mr. A.K. Garg and that he obtained 9 different pay orders from ICICI, one being payable to our Company for Rs.58,26,229/-. Our Company had deposited 2 cheques of Rs.1,06,63,080/- and Rs.38,82,613/- issued by Prism Packaging. The said cheques were dishonored by the Bank with a remark as "Insufficient Funds". In respect of the above,  Our Company has filed a First Information Report with the Economic Offence Wing, Crime Branch, Mumbai against Prism Packaging and 2 others. A charge sheet has been filed by the Crime Branch in this regard. The matter is pending before the Hon'ble Sessions Court, Bombay.  Our Company has filed a Criminal complaint under section 138 of the Negotiable Instruments Act against Prism Packaging for dishonor of 2 cheques aggregating to Rs.1,45,45,693/-. The same is pending before the Additional Chief Metropolitan Magistrate, Bombay.  ICICI Bank Limited has filed an application against Prism Packaging and others including our Company for return of property in respect of the pay order of Rs.58,26,229/- issued by it in favour of our Company on behalf of Prism Packaging. The case is pending before the Sessions Court, Bombay.  ICICI Bank Limited has also filed an application under section 19 of the Recovery of Debts due to Banks and Financial Institutions Act, 1993 with Mumbai Debt Recovery Tribunal-II against Prism Packaging and others making our Company a party, for return of property i.e. pay order of Rs.58,26,229/-. The matter is pending before the Mumbai Debt Recovery Tribunal. ICICI Bank Limited has assigned the debt to Kotak Mahindra Bank Limited pursuant to which Kotak Mahindra Bank Limited has been given the right to collect and enforce the payment of the entire debt due from Prism Packaging and all legal proceedings will be continued by Kotak Mahindra Bank Limited. The Presiding Officer by its Order dated August 29, 2006 ordered our Company to pay a sum of Rs. 58,26,229/- together with the interest to Kotak Mahindra Bank Limited subject to the criminal proceedings. Our Company has filed an appeal in Debt Recovery Tribunal, Mumbai against the said Order dated August 29, 2006. D. Labour Case Mr. R. Harish joined Littlewoods International (India) Private Limited, an erstwhile subsidiary of our Company, at its Bangalore store in 1996. The services of Mr. R. Harish were terminated in March 1999 for unsatisfactory performance after making paying full and final settlement towards his outstanding dues. He has filed a case against our Company asking for re-instatement in employment with back wages. The matter is pending against our Company before the Third Additional Labour Court, Bangalore as Industrial Dispute No.214/1999. E. Cases filed by our shareholders 87 cases have been filed by our shareholders against our Company wherein the reliefs claimed include restraining transfer of shares, appointment of Court Receiver in respect of transmission of shares, establishing title to shares, recovery of bonus shares, restraining issue of duplicate share certificates. These cases are pending at various stages of hearing before various authorities.

178 II. Cases filed by our Company A. Sales Tax Cases There are five pending appeals filed by our Company with regard to Sales Tax. Total demand against our Company amounts to Rs. 6.08 Lakhs. B. Income Tax Appeals There are eight pending appeals filed by our Company with regard to Income Tax. Total demand against our Company amounts to Rs. 442.62 Lakhs. C. Civil Cases Arbitration i. Our Company had entered into 2 agreements dated February 5, 2001 and December 6, 2002 with M/s Amazon Developers, Borivali, where by Amazon Developers had agreed to make available an area of 37,000 sq. ft. in the proposed shopping complex at Final Plot No. 45 of TPS III at S. V. Road, Borivali (West) for opening a Westside Store. The developers failed to hand over the premises to our Company. The delay was for a period of 45 months. Our Company was entitled to occupy the premises for the said 45 months without payment of fees aggregating to approximately Rs. 450.00 lakhs. Inspite of several discussions with the Developer, our Company invoked the arbitration clause. Our Company filed an arbitration petition in the High Court, Bombay, seeking grant of ad interim injunction pending the hearing and final disposal of the Arbitration. The High Court passed an order dated June 15, 2005 restraining the Developer from selling or creating any third party right in the said premises. Inspite of the said Order the possession of the said premises were given to Pantaloon Retail India Limited. Our Company filed a Contempt Petition before the High Court, Bombay and sought interim relief. The Court refused the interim refused by its Order dated October 17, 2005. The proceedings are currently pending before Arbitrators Mr. Nitin Thakkar, Mr. Justice V. P. Tipnis (Retd.) and Mr. Justice S. N. Variava (Retd.). LITIGATION IN RESPECT OF SUBSIDIARIES Trent Brands Limited: Income Tax demand against the Company amounting to Rs. 24.60 lakhs. OUTSTANDING LITIGATION AGAINST OUR PROMOTER I Tata Sons Limited ("TSL") Contingent Liabilities not provided for as at March 31, 2007 a) The Company has given guarantees to banks, financial institutions and others in respect of cash credit, loan arrangements etc. allowed to other companies of the maximum amount of Rs. 2,57,524.00 lakhs (March 31, 2006: Rs.1,56,365.00 lakhs). The amounts outstanding against the above guarantees were Rs. 2,52,453.00 lakhs (March 31, 2006: Rs. 1,50,019.00 lakhs). A part of the above cash credit, loan arrangements, etc. are secured against the assets of the borrowers. b) The Company has provided guarantees for performance to lenders in relation to loans extended by them to certain subsidiaries. The maximum exposure of the Company in the event of projected stipulations not being met has been estimated at Rs 65,000 lakhs (2005-06 - Rs 65,000 lakhs) c) The Company has pledged shares of the book value of Rs 2,66,266.00 lakhs (2005-06 - Rs. 2,66,266.00 lakhs) held in a subsidiary of the Company as security for the assistance availed by that Company from certain banks. d) Claims against the Company not acknowledged as debts: The Company has received a Sales Tax demand of Rs.439.00 lakhs (2005-06: Rs.439.00 lakhs) for subscriptions received under the Brand Equity & Business Promotion Agreement for the financial years 1998-99 to 2001-02. A deposit of Rs. 66 lakhs (2005-06: Rs.66 lakhs) was made in January 2004 and the matter is under appeal which has not yet been heard. e) Tata Teleservices Ltd., a subsidiary of Tata Sons Ltd has allotted 5,200.00 lakhs shares of Rs 10 each at a premium of Rs 7 per share to a financial investor. The Company has entered into a agreement with the

179 TRENT LIMITED

lenders of the investors under which the Company is entitled to and would acquire these shares at the issue price plus an amount computed at the rate of 6 per cent annualized, if the security of the these shares is invoked by the buyers. f) Tata Teleservices Ltd., had issued Redeemable Preference Shares in December 2002, aggregating to Rs 83,600 lakhs which are redeemable at the end of 76 months, of which Tata Sons Ltd holds shares of the nominal value of Rs 40,600 lakhs. The Company has entered into a Put Option Agreement with the shareholders under which the maximum liability of the Company, if the option is exercised by the other shareholders, would be Rs 43,000 lakhs. g) Tax Liabilities as of 31st March 2007 : Rs. NIL (relying upon the decisions decided in favour of the Company at various Appellate forums) Outstanding Litigations as on March 31, 2007: There are no other cases of pending litigations, defaults etc. which, even if decided against the Company, could result in a significant financial liability in relation to the profits of TSL. None of the current Directors or persons in control of the Company are prohibited from accessing the capital market under any Order or direction passed by SEBI as of March 31, 2007. Outstanding Litigation against the five largest companies promoted by Tata Sons Limited I. Tata Consultancy Services Limited ("TCS") Contingent Liabilities Particulars As at As at March 31, 2007 March 31, 2006 Rupees in Lakhs Rupees in Lakhs Claims against the Company not acknowledged as debts 32,021.00 29,285.00 (See note (i) below) Guarantees given by the Company on behalf of subsidiaries 1,93,330.00 4,221.00 (See note (ii) below) i) Claims against the Company not acknowledged as debt includes: a) Rs. 8,626.00 lakhs (Previous Year: Rs. 7,915.00 lakhs) in respect of claims made by lessors for properties leased under tenancy agreements. These claims are being contested in the Courts by the Company. The management does not expect these claims to succeed. An amount of Rs. 1,100 Lakhs (Previous year: Rs. 1,017 lakhs) has been accrued under other liabilities. b) Rs 21,236.00 lakhs (EUR 36.68 million) (Previous Year: Rs. 19,791.00 Lakhs) (EUR 36.68 million) in respect of a claim for compensation made by an overseas party. No provision has been made in these financial statements as management considers the probability of the claim succeeding to be remote. ii) The Company has provided guarantees aggregating to Rs. 1,85,262.00 lakhs (GBP 217.50 million) (March 31, 2006: Rs. NIL) to third parties on behalf of its subsidiary Diligenta Limited. Status of material outstanding litigation as on March 31, 2007 : Cases Filed against TCS Property Suits 1. There are 2 cases filed against TCS regarding properties licensed to TCS. As on December 31, 2006, contingent liability of Rs 85,27,38,425 has been disclosed as amount not provided for. 2. TCS has also filed a writ petition against Municipal Corporation and the Commissioner for permission to carry out repairs and modification to the Rallis House building. An Interim Order passed by the High Court for payment of Rs.4,67,36,840 as deposit and a bank guarantee of Rs.4,00,00,000 has been complied with.

180 Money Suits There are 3 money suits pending in different Courts at various stages of adjudication. The total amount involved is Rs.17,66,664. Stamp Duty There are 2 cases pending adjudication regarding payment of additional stamp duty. The total amount involved is Rs 9,18,758. Consumer Cases There are 5 cases pending before various district forums, Civil Courts and the Monopolies and Restrictive Trade Practices Commission for redressal of consumer disputes. The total amount involved is Rs.1,88,461. Tax Cases There are 2 tax cases pending adjudication regarding payment of arrears of service tax of Rs.19,78,758 and sales tax of Rs.43,36,216. Employee Claims 1. There is one complaint filed against TCS (Ex-TIL) by an ex-employee alleging cheating & breach of trust by the directors of TCS (ex-TIL). The amount involved is Rs 2,38,000. 2. There is a writ petition filed against TCS by the father of a deceased TCS employee claiming compensation of Rs 30,00,000. Intellectual Property Disputes There is one copyright case pending before the Copyright Board alleging non-payment of royalty by TCS and the matter is now to be heard for adjudicability under the Copyright Act. Miscellaneous There are 4 cases pending adjudication before various Courts regarding payment of license fee, monthly advertisement charges, fraudulent encashment of Cheque and contribution towards employees provident fund. Customer Disputes There are two cases pending against TCS (ex-TIL) before various courts alleging contractual breach. One matter is a counter-claim by client to our original claim for recovery of dues, alleging failure by TCS (ex-TIL) to implement a project and an amount of Rs. 27,77,00,000/- has been provided for in the books of accounts as on December 31, 2006. Cases filed by TCS Criminal Cases There is one complaint filed by TCS regarding fraudulent encashment of cheques. An amount of Rs.55,00,000 has been provided for in the books of accounts as on December 31, 2006 in this regard. Labour Cases There are 111 cases pending adjudication filed by TCS against its ex-employees. The total claim amounts to Rs. 74,90,734/-. Intellectual Property Disputes There are 2 trademark disputes pending adjudication and 3 pending opposition proceedings filed by TCS. Miscellaneous Matters There are 5 cases pending before various Courts regarding software related disputes involving a total claim of Rs.79,33,716.

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There are two cases pending adjudication regarding payment of security deposit to the tune of Rs.10,80,000 and revocation of bid and return of earnest money of Rs.24,00,000. II. Tata Motors Limited Contingent Liabilities Statement of Contingent Liabilities for Tata Motors Limited (as on September 30, 2006)

Sr. No Particulars (Rs. in Lakhs) 1. Sales Tax 22,315 2. Excise Duty 2,661 3. Others 8,615 4. Others (Department in appeal) 1,592 5. Income Tax 24,984 Total 60,166 Outstanding litigation as of March 31, 2007 Criminal cases 635 cases are pending adjudication at various stages of hearing. In addition -action has been initiated by the Company against defaulting hirers u/s 138 of the Negotiable Instruments Act. There are 14,516 cases pending, out of which 2,870 cases are live cases and 11,646 cases are technically pending and arranged to be kept in abeyance. Excise Cases: No of cases: 286 (pending adjudication before various Authorities, Tribunals and Courts). Demand Amount : Rs 11,755.00 lakhs. Sales Tax : No of Cases: 177 (pending adjudication before various Authorities, Tribunals and Courts). Demand Amount: Rs 23,031.00 lakhs Octroi Cases: i) Demand of Rs 4300 lakhs raised on account of differential Octroi by the Pimpri Chinchwad Municipal Corporation (for short-PCMC). (pending adjudication before the Bombay High Court). The Division Bench hearing this matter had referred a question of law to the Larger Bench. The Larger Bench has decided the question referred to it and has sent the matter back to the Division Bench for decision on merits. PCMC has challenged the decision of the Larger Bench before the Supreme Court (2 cases). ii) Demand of Rs 170.00 lakhs was raised by PCMC towards differential Octroi on casting and forgings imported during the period 1979-84. The demand was challenged by us by way of a Municipal Appeal (by depositing an amount of Rs. 120.00 lakhs and furnishing bank guarantee of Rs. 50 lakhs) which, was decided in our favour. PCMC was directed to refund the amount of Rs. 120.00 lakhs with interest ( Rs 361.00 lakhs ) and cost (Rs. 1 lakh) . The amount of Rs 482.00 lakhs (120.00 lakhs cash deposit + 361.00 lakhs interest thereon + 1 lakh cost) has been withdrawn by us. PCMC has preferred a First Appeal (pending adjudication before the Bombay High Court) (1 case). iii) Demand of Rs 979.00 Lakhs raised by the Corporation on the basis of the Order passed by the High Court allowing the PIL challenging the stay granted by the State Government to the implementation of highly escalated Octroi rates for the period 6.1.02 to 7.5.02. Said demand has been challenged by MCCIA and affected industries. The matter has been remanded by the Supreme Court (pending adjudication before the High Court) (1 case).

182 iv) Refund of Rs 52.20 lakhs being claimed by us on double levy of octroi by PCMC (pending adjudication before High Court, Mumbai) (1 case). v) Demand of Rs. 19 Lakhs raised by the Corporation towards demand on rejected goods sent back to suppliers located outside octroi limits on the ground that the necessary procedure has not been followed (pending adjudication before the Bombay High Court). (1case). vi) Demand of Rs 102.00 lakhs raised on account of differential Octroi, for the period September 1995 by the Corporation. (pending adjudication before the Bombay High Court). (1case). Road tax: Total number of cases pending are 6 i) Demand of Rs.852.00 lakhs being disputed on account of levy of Road Tax by the State of Bihar (now Jharkhand). (pending adjudication before the Supreme Court) (4 cases). ii) Appeal was filed before the Principal Secretary (Transport wing) Home Department challenging 173 demand notices calling upon the Company to pay an amount of Rs. 97.48 lakhs towards tax on registered vehicles used within the premises of the Company. Through a letter we have been informed that the Appeal should be filed before the Transport Commissioner and that the Principal Secretary does not have jurisdiction to hear the Appeal. Through our letter, we have informed the Principal Secretary to review his decision. Another Appeal has also been filed before the Principal Secretary against the refusal to grant Non-use Declarations in respect of 11 vehicles. (pending before Principal Secretary, Mantralaya in review) (2 cases). Property tax: i) Demand of Rs.169.00 Lakhs being disputed on account of property tax demanded by the Municipal Corporation of Delhi on the property at TML Sales and Service (TSS) Delhi (pending adjudication before the Delhi High Court). (1case). ii) Three separate Writ Petitions were filed by us in the Bombay High Court challenging the rateable value fixed by the PCMC in respect of the vacant land at Pimpri, Chikhali and Chinchwad. As per the Order of the High Court, PCMC has raised three separate bills totally amounting to Rs. 14.22.cr. After hearing us, the High Court has by its Order directed us to either file a Civil Suit or an Appeal under Section 406 of the BPMC Act. This order has been challenged in the Supreme Court. Supreme Court has granted stay till further Orders (1 case). iii) Writ Petitions have been filed by PCMC challenging the Orders of the District Court, Pune fixing the ratable value at the rate of 5% & 6% of the cost of construction. (pending adjudication before the Bombay High Court). (24 cases). iv) Municipal Appeals challenging the ratable value fixed by the Corporation @ 8% in respect of our industrial and residential buildings pending adjudication before Small Cases Court, Pune. Similarly appeals have also been filed challenging the change in mode of assessing property tax in respect of recently constructed buildings in Pimpri. (135 cases). Excess Land dispute : Pimpri Chinchwad New Township Development Authority (PCNTDA) is demanding market rate towards premium of the excess land admeasuring 14 acres and 36 gunthas handed over inadvertently to us. We offered premium at the original rate together with interest - refused by PCNTDA. The case is pending adjudication before the Bombay High Court. Non agricultural assessment a. Chikhali: Demand of Rs 45 lakhs for the period 1995-1996 to 2001-2002 by the Revenue Authorities in respect of Chikhali land. The case is pending adjudication before the Bombay High Court.

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b. Chinchwad: Demand of Rs. 1,16,029/- + Rs. 40,427.76/- for the period upto 1983-1984 raised by the Revenue Authorities is respect of Chinchwad land was challenged by us by filing two Writ Petitions. The Petitions have been disposed off on the basis of the Orders passed by the Collector. The assessment will be worked out by the concerned officer of the Revenue Department. (Guided by the base figures and permissible revision in tax every five years the rough estimate of demand upto July 2006 is about 1 cr.) Labour cases 296 cases are pending adjudication before various Courts and Tribunals at various stages of hearing. Motor Accident Claims 1,919 cases are pending adjudication at various stages of hearing. Proceedings under Monopolistic and Restrictive Trade Practices Act 13 cases are pending adjudication at various stages of hearing. Civil cases 1,139 cases are pending adjudication before various Courts at various stages of hearing. Consumer cases 1,905 cases are pending adjudication before various Consumer Forums and Commissions at various stages of hearing. Public Interest Litigations 3 cases are pending before High Court ( Bombay ) and the Supreme Court. Proceedings under Monopolistic and Restrictive Trade Practices Act 13 cases are pending adjudication at various stages of hearing. Arbitration proceedings 21 cases are pending making of an award at various stages of hearing. Miscellaneous Cases 38 cases relating to Forest, WCA etc are pending adjudication at various stages of hearing.

184 III. Tata Steel Limited ("Tata Steel") Contingent Liabilities not provided as on December 31, 2006 : Statement of Contingent Liabilities for Tata Steel Limited (as on 31 December, 2006) Sl. No. Particulars (Rs. in Lakhs) A Guarantees to Banks and Financial Institutions on behalf of others 2343.75 B Claims not acknowledged by the company Excise 448.75 Customs 13.65 Sales Tax 284.00 State Levies 104.72 Suppliers and Service Contract 91.20 Labour Related 32.48 Income Tax 68.74 C Claim by a party arising out of conversion arrangement 195.82 D Contract labour case 116.05 E Orissa Rural Development and Socio Economic Development 285.06 F Bills Discounted 268.19 TOTAL 4252.41 The outstanding litigations as on December 31 , 2006 are as follows: Steel Division Money suits and other claims There are 49 cases pending before various Courts and Tribunals. The cases are at various stages of hearing (including 7 arbitration proceedings) The total amount involved is Rs.91,20,12,786 Labour cases There are 8 cases pending before various Courts and Tribunals. The cases are at various stages of hearing. The total amount involved is Rs. 32,47,97,353/-. State Levies There are 22 cases pending before various authorities, Courts and Tribunals. The cases are at various stages of hearing. The total amount involved is Rs. 3,89,78,21,785/-. Sales tax There are 164 cases pending before various authorities, Courts and Tribunals. The cases are at various stages of hearing. The total amount involved is Rs.2,84,00,31,090/-. Excise There are 35 cases pending before various authorities, Courts and Tribunals. The cases are at various stages of hearing. The total amount involved is Rs.4,48,74,78,341/-. Custom duty There are 3 cases pending before various authorities, Courts and Tribunals. The case is at the stage of hearing. The total amount involved is Rs.13,65,38,890

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Bill discounting Bills discounted amounting to Rs. 2,68,18,85,345 Income tax There are 6 cases pending adjudication before various Courts and Tribunals. The cases are at various stages of hearing. The total amount involved is Rs. 68,74,36,094. Corporate Guarantees There are 8 Corporate Guarantees given to Bankers on behalf of Group Companies amounting to Rs. 23,43,75,00,000 IV. Tata Power Company Limited ("TPCL") Contingent Liability as on September 30, 2006. Statement of Contingent Liabilities for Tata Power Company Limited (As on September 30, 2006) Sr. No Particulars (Rs. in Lakhs) 1. Disconnection 10,449.85 2. MSEB 3,092.81 3. Octroi 503.00 4. Rates and Duties 2,058.64 5. Others 1,803.72 Total 17,908.02 Outstanding Litigation as on March 31, 2007 . Cases Filed By TPCL A. Civil Cases 1. TPCL has filed an appeal before the Court of the Additional Collector, Pune challenging the Order of the Sub Divisional Officer, Mawal, Pune dated February 6, 2003, pursuant to which a non - agricultural assessment tax amounting to approximately Rs.286.00 lakhs was levied on TPCL in respect of its privately purchased lands in Mawal and Mulshi Talukas for the period August 1, 1971 to July 31, 2002. Part hearing in this matter has been completed. TPCL has paid the said amount and await necessary Orders from the authorities for converting agricultural land into N.A. The matter will be withdrawn during the next date of hearing. 2. TPCL has filed a writ petition before the High Court of Judicature at Bombay against the action intended to be taken by the Mumbai Port Trust (MbPT) against TPCL under the Public Premises Eviction Act for recovery of arrears of Way Leave Fees of about Rs.826.00 lakhs from TPCL for the period 1986 till date, in respect of lands leased to TPCL by MbPT for putting up overhead transmission lines/underground cables. TPCL, vide this writ petition has challenged the unilateral decision of MbPT to revise the Way Leave Fees payable by TPCL with respect to lands leased to it, the institution of eviction proceedings against TPCL and has obtained an interim stay against the said demand by MbPT. Regular hearing is yet to commence. 3. TPCL has filed a Writ Petition before the High Court of Judicature at Bombay challenging the authority of the Patnus Gram Panchayat, Government of Maharashtra to levy octroi duty of about Rs.503.00 lakhs on the Bhira pumped storage plant of TPCL. The date of hearing has not yet been fixed by the Court in this matter. 4. TPCL, The Tata Hydro-Electric Power Supply Co. Ltd. (TH) and The Andhra Valley Power Supply Co. Ltd. (AV) had filed a suit against Ilac Ltd. before the High Court of Judicature at Mumbai in 1987 for recovery of outstanding power supply bills aggregating to Rs.116.00 lakhs. As the Gujarat High Court had ordered the winding up of Ilac Ltd. pursuant to the recommendation of the Board for Industrial and Financial

186 Reconstruction in this regard, TPCL has filed its claim against Ilac Ltd. with the Provisional Liquidator appointed by the Gujarat High Court. This suit has not yet come up for hearing. 5. Due to a breach of contract, TPCL had terminated a contract awarded to Dynamic Constructions, a sub- contractor for a transmission line project at Bangladesh. Being aggrieved, the matter was referred to arbitration challenging the termination of the contract and also claiming damages therefor. The Arbitration Award directed TPCL to pay approx. Rs.60 lakhs with interest to the party. This has been challenged by the Company in the High Court branch of the Supreme Court of Bangladesh, which has granted a stay on the award. The matter is in progress. 6. The DRI, Bangalore has issued a show-cause notice to the Company imposing penalty of Rs.72.59 lakhs on import of furnace oil consignment. The Company is contesting the same and has paid Rs.54 lakhs under protest to the DRI. Order is awaited. B. Income Tax Cases 1. Assessment Year 2000-2001 a. An appeal has been filed by TPCL before the Commissioner of Income Tax (Appeals) pursuant to an Order of the Commissioner of Income Tax (Appeals), wherein they had rejected the claim of profit on repatriation of certificates of deposit being a capital receipt and hence not being taxable. The demand raised and adjusted in the present case is an amount of Rs.1,813.00 lakhs. b. The appeals of TPCL against the Orders of the Department for AY 2001-02 to AY 2004-05 are pending before the Commissioner of Income Tax (Appeals). C. Excise Cases 1. TPCL has filed an appeal before the CEGAT against the decision of the Commissioner (Appeals) pursuant to which the Commissioner (Appeals) had held that the rate of duty applicable on the cable tray for the period July 1, 1993 to June 30, 1995 with respect to the Workshop North Bombay division of TPCL (now shut down) was Rs.1.44 lakhs. 2. The Excise Department issued a show cause notice against TPCL stating that the Item Instrumentation and Control System for the FGD plant of TPCL at Trombay attracted normal rate of duty at the rate of 10%, though it was the contention of TPCL that the same attracted concessional excise duty at the rate of 5%. In accordance with the said demand, Tata Honeywell Limited, Pune (THL) paid excise duty at the rate of 10%, being Rs.2.88 lakhs, under protest and TPCL reimbursed THL for the duty so paid by them and simultaneously filed a refund claim before the Assistant Commissioner of Central Excise, Pune. The Commissioner granted the refund. However in view of a review by the excise audit department, a show cause notice was issued to TPCL on the ground that the refund had been granted to TPCL erroneously. An adverse order was passed against TPCL, which order was confirmed in appeal by the Commissioner (Appeals). Being aggrieved by the Order of the Commissioner (Appeals), an appeal has been filed by TPCL before the CEGAT, Mumbai. D. Octroi Cases TPCL has filed a writ petition before the High Court of Judicature at Mumbai against the Order of the Ministry of Rural Development, Government of Maharashtra rejecting the claim of TPCL that as the Pump Storage Power Plant unit (PSP) of 150 MW at Bhira falling under the jurisdiction of Gram Panchayat Patnus was a new industrial undertaking, it was not required to pay octroi duty in light of the exemption available for new industrial undertakings in this regard for the period 1991-92 to 1998-99. The amount of claim involved in the aforementioned case is an amount of Rs.503.00 lakhs. Cases Filed Against TPCL A. Civil Cases 1 Sneha Mandal C H S Limited and Others have filed a Special Leave Petition before the Hon'ble against the decision of the High Court of Judicature at Mumbai, pursuant to which the High Court held that the receiving station proposed to be set up by TPCL at the Backbay plot

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did not contravene Coastal Regulatory Zone Regulations. An affidavit in sur - rejoinder has been filed before the Supreme Court by TPCL; however the date of hearing in the matter is yet to be fixed. 2. Ilac Limited has filed a civil suit against TPCL, TH and AV before the High Court of Judicature at Mumbai claiming damages of about Rs. 2,051.00 lakhs for inter alia the alleged wrongful disconnection of power supply by TPCL on May 22, 1985. Though the said suit was filed in 1988, the aforementioned companies were served with summons in May 1991. The companies have filed their detailed written statements with the High Court. This suit has not yet come up for hearing. 3. Alpic Finance Limited has filed six summary suits before the High Court of Judicature at Mumbai against TH, AV and TPCL, for an aggregate amount of approximately Rs.85.69 lakhs. The said amount represents bills of exchange drawn by Excel & Company, accepted by the said companies and discounted by Alpic Finance Limited. The amounts have been paid by the companies to the Income tax Department consequent upon an order of attachment received from the Income Tax Department. The six summary suits were heard by the High Court and have been transferred to the list of commercial Causes. Accordingly, these cases are not likely to come up for hearing for a period of 7 to 8 years. 4. Petitions before the Appellate Tribunal for Electricity (ATE), (Sharing of standby charges between TPCL and Reliance Energy Limited (REL) a) TPCL filed an appeal in ATE regarding sharing of standby charges between REL and TPCL. b) The Hon'ble Chairman and the Hon'ble Technical Member of the Appellate Tribunal for Electricity pronounced separate judgements on the Appeal filed by the Company impugning the Order dated 31st May 2004 passed by the MERC. The Division Bench has unanimously set aside the said MERC Order. However, there is a divergence of opinion in respect of the standby charges payable by REL to TPCL. The Hon'ble Chairman has therefore referred the points of difference to a third member of the Appellate Tribunal for his opinion.. c) In respect of the share of Standby Charges billed by Maharashtra State Electricity Board (MSEB) and recoverable from Reliance Energy Ltd. (REL) for the periods from 1st April, 1999 to 31st March, 2004, the Hon'ble Appellate Tribunal for Electricity (ATE), set aside the Order dated 31st May, 2004 passed by MERC and directed the Company to refund to REL as on 31st March, 2004, a sum of Rs. 35,400 lakhs (including interest of Rs. 1500 lakhs). In addition, the Company has been directed to pay interest at the rate of 10% per annum on the amounts payable on or after 1st April, 2004 till the date of payment. d) The Company has filed an appeal in the Hon'ble Supreme Court against the Order of ATE. The Hon'ble Supreme Court has stayed the Order of ATE and has directed TPCL to deposit Rs.22,700 lakhs with the Supreme Court which REL can withdraw by giving an undertaking. TPCL has also been directed to give a Bank Guarantee for the balance Rs.22,700 lakhs. 5. Petitions before the Supreme Court TPCL License Interpretation (Supply to retail consumers in Mumbai License Area): Appeal filed by TPCL with the Supreme Court against the ATE Order dated May 22, 2006 which was admitted on 7th August 2006 and is pending for hearing and final disposal. By the interim orders dated 7th August 2006 and 28th August 2006, the Hon'ble Supreme Court has allowed the Company to continue to supply electricity to its existing consumers and also connect new consumers of 1000 KVA or more, who had applied to the Company, as per the list submitted by the Company to the Hon'ble Supreme Court and who were not the consumers of REL. The hearing of the Appeal has been concluded and the Order is reserved. B. Income Tax Cases Assessment Year 2000-2001 and 2002-2003 1. The Department has filed an appeal before the Income Tax Appellate Tribunal against the Order of the Commissioner of Income Tax (Appeals) for the Assessment Year 2000-01, pursuant to which it was held

188 that the surplus made on buy back of euro notes could be claimed as capital receipts and hence, was exempt from payment of tax. In the event the mentioned case is decided in favour of the Department, TPCL may be liable to pay a sum of Rs.2,171.00 lakhs. 2. The Department has filed an appeal before the Income Tax Appellate Tribunal against the order of the Commissioner of Income Tax (Appeals) pursuant to which it was held that no deduction was required to be made of tax at source from payments to lead managers in relation to the global depositary receipts. The amount involved with respect to the said appeal is an amount of Rs.693.00 lakhs. C. Excise Cases The Commissioner of Central Excise, Jamshedpur has issued a show cause notice against TPCL, Gannon Dunkerly (GDC) and Bharat Industrial Works (BIW) with respect to excise duty amounting to Rs.39.14 lakhs. The facts of the case are that during the construction of the 2/120 MW power plant at the site of TPCL at Jojobera, an Order was placed by TPCL with GDC for a cooling water system which entailed fabrication of M. S. Pipes out of steel plates. GDC appointed BIW as a sub - contractor to execute the said work. The Excise Department conducted an enquiry at the site of TPCL with respect to the "fabrication activities" undertaken by GDC and BIW, and informed TPCL inter alia that the said vendors were required to register themselves under the Central Excise Act, 1944 and pay the requisite excise duty, which requirement was informed to GDC and BIW by TPCL. BIW paid 50% of the total excise duty, being Rs.7.44 lakhs, after claiming MODVAT credit of Rs.17.86 lakhs on the steel plates provided by TPCL, which amount was reimbursed by TPCL. Accordingly, the MODVAT benefit of Rs.17.86 lakhs accrued to TPCL. However neither was the balance 50% of excise duty paid by BIW, nor was the required registration obtained by it under the Central Excise Act, 1944. As no further action was taken by GDC/BIW, the Excise Department issued summons to GDC, BIW and TPCL, pursuant to which common show cause notices were issued to all three parties. The allegation made against TPCL was that it had the malafide intention of suppressing the fact of fabrication activity being undertaken at the Jojobera site. A reply was submitted by TPCL, pursuant to which the Personal Hearing was granted to GDC/BIW/TPCL, together. Pursuant to the hearing the SCN against TPCL has been dropped. However, Duty as per SCN of Rs.39.14 lakhs has been confirmed on BIW, subject to adjustment of Modvat credit [after scrutiny by Ex. Dept.] The Ex. Duty shall be reimbursed to GDC after due scrutiny. (i) The Trombay division of TPCL received a letter/ show cause from the Superintendent of Central Excise requesting them to furnish details on shortage/gain of LSHS received by TPCL from Indian Oil Corporation Limited (IOCL) and further enquiring whether any duty was paid by TPCL on the shortage of LSHS which was received (being the difference between the amount dispatched and the amount received) where there was no exemption available from the payment of excise duty. As per the contract between TPCL and IOCL, the statutory duties, if applicable for any difference between the quantities of LSHS dispatched and received would be to the account of IOCL. It is the contention of TPCL that the payment to IOCL is made by TPCL only on the basis of received quantity and not on the quantity dispatched. TPCL has furnished the details as required by the Superintendent of Central Excise. The amount of liability that may be involved in relation to the said case has not yet been quantified by the Excise Department. (ii) The Assistant Commissioner, Mumbai issued a show cause notice against TPCL for an amount of Rs.4.4 lakhs with respect to excise duty payable on the shortfall of quantity of LSHS received by TPCL from IOCL, Koyali during the period January to June 1993. This matter is currently pending adjudication before the Assistant Commissioner, Mumbai. It is the contention of TPCL that LSHS received from IOCL is exempt from the payment of excise duty as the same is used in power generation. Further, even in the event that the duty payable is confirmed, the same would be recoverable by TPCL from IOCL. (iii) We have received the aforesaid SCN on 27 10 06, covering the period Oct. 01 to Mar. 02 & Apr. 02 to Feb.. 03 and demanding Ex. Duty of Rs.12,88,30,000. The short point is as under: TPC procure LSHS/LSWR without payment of Ex. Duty/CVD for use in generation of POWER & sale as per relevant Notification. TPC also run Auxiliary unit at their POWER PLANT. The contention of the Dept. is that, part of the fuel used for generating POWER for own consumption by TPC is 'not sold.' Hence exemption is not available for such consumption & LSHS/LSWR procured for such use is thus dutiable. We had several

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correspondence in this regard in the past. It was contended that the Auxiliary consumption include power supply to motor drive, transformers & other electrical equipment which are essential to generate POWER. Thus Auxiliary consumption forms an inseparable part of Power generation process. It was also pointed out that correspondence exchanged with the X Dept. clearly shows that there was no suppression of fact & hence extension of five year period can not be invoked . That the SCN is liable to be set aside on this ground alone.The reply was submitted to Department of C. Excise, which is awaiting personal hearing. D. Service Tax (1) As per Service Tax provision, in case of Transportation of goods by Road by the Transporter , the onus for payment of S.T. is on Service User [in the instant case TPCL ] & not on the Service Provider. As per the provision, an abatement of 75% on the Gross value of freight amount for levy of S.T. is available to the Service User [TPCL ] subject to conditions. These conditions were also met with. However, TPCL received the Show Cause Notice from the Asst. Comm. Sales Tax contending that abatement benefit is available to Service Provider viz: Transporter only and demanded S.T. & Cess thereon of Rs.12,303.00 in addition to 'interest & penalty ' as applicable. We replied to SCN citing the provisions & the clarificatory letter from Ministry of Finance which allows abatement benefit to the Service User. We therefore requested for a Personal Hearing which is since awaited (2) The Company constructed the Coal Berth Jetty through the Contractor and reimbursed the Service Tax [S.T.] amount of Rs.2,53,65,007/- which was considered by the Contractor under the S.T. category, 'COMMERCIAL or INDUSTRIAL CONSTRUCTION SERVICES ' The said category exempts Transport Terminal from levy of S.T. Having reimbursed the Service Tax [S.T.] amount, the Company being aggrieved, filed a Refund Claim of Rs.2,53,65,007/- before the Asst. Comm. of S.T., having jurisdiction of the Contractor. The SCN had been received inter alia on the ground that, the construction of COAL BERTH JETTY should be considered under the category, 'COMMERCIAL or INDUSTRIAL CONSTRUCTION SERVICES' leviable to S.T. It was also alleged that TPC has failed to produce evidence to establish that the incidence of S.T. has not been passed on by them to any other person. That the Refund claim is time- barred & hence has to be rejected. The reply was submitted contending among others that the construction of COAL BERTH JETTY is clearly the construction of Transport Terminal, not eligible to levy of S.T. Also no incidence of S.T. is not passed on by TPC, nor any S.T. Credit is taken by TPC. Hence refund should be granted. The personal hearing was given. The case is now pending 'adjudication order'. (3) The S.T. Dept. has issued SCN for non submission of statutory HALF YEARLY RETURN for the half year ended 30th September, 2006 hence why penalty should not be imposed. It was contended that HALF YEARLY RETURN for the half year ending Sept. 06 was submitted by due date & hence SCN ought to be dropped. The personal hearing is awaited, pending adjudication. V. Videsh Sanchar Nigam Limited Contingent Liabilities and capital commitments as at 31 March 2006 Contingent Liabilities Letter of Credit Rs. 2,079,89,000/- Guarantees Rs. 25,504,52,000/- Guarantees Given on behalf of Subsidiaries Rs.10,16,00,45,000/- A. Claims for taxes on income B. Income tax disputes where the department is in appeal against the Company Rs.1,93,55,18,000/- C. Income tax disputes where the Company has a favourable decision in other Rs.7,82,48,000/- assessment year for the same issue D. Income tax disputes other than the above Rs.925,77,20,000/- i. Claims for other taxes Rs.21,19,61,000/- ii. Other Claims Rs.39,744,58,000/- Details of Adverse Events affecting our Company since the last financial statement

190 No circumstances have arisen since the date of last financial statement that materially adversely affects/likely to affect the trading or profitability of our Company or the value of its assets or its ability to pay its liabilities within the next 12 months. Outstanding Litigation as on September 30, 2006 Cases filed against VSNL Civil Cases (including consumer litigation, money suits, supplier claims) There are 52 cases filed against VSNL before various consumer forums and Courts which are currently at various stages of hearing. The total amount involved is Rs.20,48,66,898/-. Labour Cases (including Contract Labour) There are 40 labour related cases filed against VSNL pending adjudication before various Labour Courts as well as civil courts. The total amount involved is Rs.35,29,575/-. Property Tax There are 4 cases pending against VSNL relating to payment of property tax. The total amount involved is Rs.2,29,89,659/-. Land Related Disputes There are 4 cases filed against VSNL pending adjudication relating to land acquisition and valuation of land. The total amount involved is Rs.2,00,000/- Arbitration Proceedings There are 4 arbitral proceedings initiated against VSNL. The total amount involved is Rs.36,98,72,310/-. Cases filed by VSNL Civil Cases (including money suits, customer dues) There are 20 cases filed by VSNL before various consumer forums and Courts which are currently at various stages of hearing. The total demand amounts to Rs.15,93,89,484/-. Arbitration Proceedings There are 2 arbitral proceedings initiated by VSNL. The demand amount is Rs.1,20,26,624/-. NOTE : No penalties in past have been imposed on our Company, Directors of our Company, Promoters or Promoter Group Companies for any economic offences. MATERIAL DEVELOPMENTS 1. During February 2007, Landmark Ltd. acquired 2,40,000 equity shares (52.18%) of East West Books (Madras) Private Limited (East West) for a total consideration of Rs. 1,14,76,800 making it a subsidiary of Landmark Ltd. For further details refer to section title " Subsidiaries" beginning at page 62 of the Letter of Offer. 2. Our Company has entered into an Agreement with The Xander Group Inc., a global private equity firm. The Xander Group Inc. will through one or more of its Fund vehicles invest in the development of an institutional retail real estate portfolio in India in partnership with high quality Indian developers. Our Company would have anchor tenancy rights and obligations and would participate with Xander in the management of such portfolio and its growth. Save as stated elsewhere in the Letter of Offer, there are no material developments after the date of last financial statements.

191 TRENT LIMITED OTHER REGULATORY AND STATUTORY DISCLOSURES

PROHIBITION BY SEBI Our Company, our Directors, our associate and group companies, our Promoter, the Directors or the person(s) in control of our Promoter, firms and companies with which our Company's Directors are associated as Directors or promoters have not been prohibited from accessing or operating in the capital markets or restrained from buying, selling or dealing in securities under any Order or direction passed by SEBI. Further, our Promoter, Promoter Group Companies and associate companies are not detained as willful defaulters by RBI/ Government authorities and except as disclosed in the sections titled "Risk Factors" and "Promoters" beginning on pages vi and 78 of this Letter of Offer, there are no violations of securities law committed by them in the past or pending against them. Our Director, Mr. Farrokh K. Kavarana is a Director on the board of Tata Asset Management Limited, which is a company involved in securities related business bearing registration number MF/023/95/9 in the Mutual Fund category. Tata Asset Management Limited had paid a fine to SEBI for the disclosure of portfolio statement to unit holders not being in exact format as prescribed by SEBI in September 2001. Eligibility for the Issue Our Company is an existing listed company. It is eligible to offer this Rights Issue in terms of Clause 2.4.1(iv) of the SEBI DIP Guidelines. Our Company, its promoter(s), its directors or any of our Company's associate or group companies and companies with which the directors of our Company are associated as director(s) or promoter(s) or Directors of Tata Sons Limited, the Promoter, have not been prohibited from accessing the capital market under any Order or direction passed by SEBI or any other regulatory authority. Further the promoters, their relatives (as per Companies Act, 1956), our Company, group companies, associate companies are not detained as willful defaulters by RBI/Government authorities and there are no violations of securities laws committed by them in the past or pending against them. Our Company, being an existing listed Company complies with clause 2.3.1. of the SEBI Guidelines as this issue (Rs 15,760.74 Lakhs) is less than 5 times the networth of our Company as per its last ten months ended January 31, 2007 which is Rs 40,115.16 Lakhs. Approvals for the Issue & Business Activity Our Company is not proposing to enter into any new line of business and has the necessary approvals for undertaking its present activities and no further approvals from any Government authority are required by our Company to undertake its present activities. Our Company can undertake the activities proposed in view of the present approvals and will take necessary steps, if any, at the appropriate time to obtain any Government /statutory clearances for activities to be undertaken from the proceeds of the issue. Disclaimer Clause of SEBI AS REQUIRED, A COPY OF THIS LETTER OF OFFER HAS BEEN SUBMITTED TO SEBI. IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THIS LETTER OF OFFER TO SEBI SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE, OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE LETTER OF OFFER. THE LEAD MANAGER TO THE ISSUE, DSP MERRILL LYNCH LIMITED HAS CERTIFIED THAT THE DISCLOSURES MADE IN THE LETTER OF OFFER ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH SEBI (DISCLOSURE AND INVESTOR PROTECTION) GUIDELINES IN FORCE FOR THE TIME BEING. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING INVESTMENT IN THE PROPOSED ISSUE. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ISSUER COMPANY IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THE LETTER OF OFFER, THE LEAD MANAGERS ARE EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE LEAD MANAGER, DSP MERRILL LYNCH LIMITED HAS FURNISHED TO SEBI

192 A DUE DILIGENCE CERTIFICATE DATED FEBRUARY 2, 2007 IN ACCORDANCE WITH SEBI (MERCHANT BANKERS) REGULATIONS 1992 WHICH READS AS FOLLOWS: 1. WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO LITIGATION LIKE COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH COLLABORATORS ETC. AND OTHER MATERIALS IN CONNECTION WITH THE FINALISATION OF THE LETTER OF OFFER PERTAINING TO THE SAID ISSUE; 2. ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE COMPANY, IT'S DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES, INDEPENDENT VERIFICATION OF STATEMENTS CONCERNING THE OBJECTS OF THE ISSUE, PROJECTED PROFITABILITY, PRICE JUSTIFICATION AND THE CONTENTS OF THE DOCUMENTS MENTIONED IN THE ANNEXURE AND OTHER PAPERS FURNISHED BY THE COMPANY, WE CONFIRM THAT: a) THE LETTER OF OFFER FORWARDED TO SEBI IS IN CONFORMITY WITH THE DOCUMENTS, MATERIALS AND PAPERS RELEVANT TO THE ISSUE; b) ALL THE LEGAL REQUIREMENTS CONNECTED WITH THE SAID ISSUE, AS ALSO THE GUIDELINES, INSTRUCTIONS, ETC. ISSUED BY SEBI, THE GOVERNMENT AND ANY OTHER COMPETENT AUTHORITY IN THIS BEHALF HAVE BEEN DULY COMPLIED WITH; AND c) THE DISCLOSURES MADE IN THE LETTER OF OFFER ARE TRUE, FAIR AND ADEQUATE TO ENABLE THE INVESTORS TO MAKE A WELL-INFORMED DECISION AS TO THE INVESTMENT IN THE PROPOSED ISSUE. 3. WE CONFIRM THAT BESIDE OURSELVES, ALL THE INTERMEDIARIES NAMED IN THE LETTER OF OFFER ARE REGISTERED WITH SEBI AND THAT TILL DATE SUCH REGISTRATION IS VALID. 4. IF UNDERWRITTEN, WE SHALL SATISFY OURSELVES ABOUT THE WORTH OF THE UNDERWRITERS TO FULFIL THEIR UNDERWRITING COMMITMENTS NOT APPLIACBLE The filing of Letter of Offer does not, however, absolve our Company from any liabilities under Section 63 or Section 68 of the Act or from the requirement of obtaining such statutory and other clearances as may be required for the purpose of the proposed Issue. SEBI further reserves the right to take up, at any point of time, with the Lead Manager any irregularities or lapses in the Letter of Offer. In addition to the Lead manager, the issuer is also obligated to update the offer document and keep the public informed of any material changes till the date of listing and commencement of trading of the securities offered under this Letter of offer. Caution The Company and Lead Manager accept no responsibility for statements made otherwise than in the Letter of Offer or in the advertisements or any other material issued by or at the instance of the Company and that anyone placing reliance on any other source of information would be doing so at his/her/their own risk. All information shall be made available by the Lead Manager and the Issuer to the shareholders and no selective or additional information would be made available for a section of the shareholders or investors in any manner whatsoever including at presentations, research or sales reports etc. Disclaimer in Respect of Jurisdiction This Letter of Offer has been prepared under the provisions of Indian Law and the applicable rules and regulations hereunder. The distribution of the Letter of Offer and the offering of the securities on a rights basis to persons in certain jurisdictions outside India may be restricted by the legal requirements prevailing in those jurisdictions. Persons into whose possession this Letter of Offer may come are required to inform themselves about and observe such restrictions. Any disputes arising out of this Issue will be subject to the jurisdiction of the appropriate Court(s) in Mumbai, India only. Disclaimer clauses of Stock Exchanges Bombay Stock Exchange Limited and The National Stock Exchange of India Limited (hereinafter referred to as the "Stock Exchanges") have given their permission to our Company to use their respective names in the Letter of Offer as the Stock

193 TRENT LIMITED

Exchanges on which our Company's shares issued in terms of this Issue are proposed to be listed. The Stock Exchanges have scrutinized this Letter of Offer for their limited internal purpose of deciding on the matter of granting the aforesaid permission to our Company. The Stock Exchanges, who have given their Disclaimer clauses are mentioned below: The Bombay Stock Exchange Limited, and The National Stock Exchange of India Limited (Stock Exchanges) have vide their letters dated February 19, 2007 and February 28, 2007, respectively, given their permission to our Company to use their respective names in the Letter of Offer as the stock exchanges on which our Company's securities are proposed to be listed. Disclaimer clause of the BSE As required, a copy of this Letter of Offer has been submitted to The Bombay Stock Exchange Limited, (hereinafter referred to as "BSE" or the "Exchange"). BSE has given vide its letter dated February 19 , 2007 permission to our Company to use the Exchange's name in this Letter of Offer as one of the stock exchanges on which this Company's securities are proposed to be listed. The Exchange has scrutinized this Letter of Offer for its limited internal purpose of deciding on the matter of granting the aforesaid permission to this Company. The Exchange does not in any manner: (i) warrant, certify or endorse the correctness or completeness of any of the contents of this Letter of Offer; or (ii) warrant that this Company's securities will be listed or will continue to be listed on the Exchange; or (iii) take any responsibility for the financial or other soundness of this Company, its promoters, its management or any scheme or project of this Company; and it should not for any reason be deemed or construed that this Letter of Offer has been cleared or approved by the Exchange. Every person who desires to apply for or otherwise acquires any securities of this Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever. Disclaimer clause of the NSE As required, a copy of this Letter of Offer has been submitted to National Stock Exchange of India Limited (hereinafter referred to as "NSE"). NSE has given vide its letter dated February 28, 2007, permission to the Issuer to use its name in this Letter of Offer as one of the Stock Exchanges on which this Issuer's securities are proposed to be listed. NSE has scrutinized this Letter of Offer for its limited internal purpose of deciding on the matter of granting the aforesaid permission to this Issuer. It is to be distinctly understood that the aforesaid permission, given by NSE, should not in any way be deemed or construed that the Letter of Offer has been cleared or approved by NSE; nor does it in any manner warrant, certify, or endorse the correctness or completeness of any of the contents of this Letter of Offer; nor does it warrant that this Issuer's securities will be listed or will continue to be listed on the Exchange; nor does it take any responsibility for the financial or other soundness of this Issuer, its promoters, its management, or any scheme or project of this Issuer. Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against NSE whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription / acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever. Filing The Letter of Offer has been filed with Securities Exchange Board of India, SEBI Bhavan, Plot No C-4A, G Block, Bandra Kurla Complex, Bandra (East), Mumbai 400 051, for its observations and also with all the Stock Exchanges where the securities to be issued in terms of this Letter of Offer are proposed to be listed. Listing The existing Equity Shares of our Company are listed on BSE and NSE. Our Company has paid the current annual listing fees to each of the stock exchanges where its equity shares are listed. Our Company has applied for in-principle approvals from BSE and NSE for the securities proposed to be issued through this Letter of Offer and 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. If the permission to deal in and for an official quotation of the securities is not granted by the stock exchanges mentioned above, our Company shall forthwith repay, without interest, all monies received from the applicants in pursuance of this Letter of Offer. If such money is not repaid within eight days after our Company becomes liable to repay it (i.e. 42 days

194 after closure of the Issue), then our Company and every director of our Company who is an officer in default shall, on and from expiry of eight days, be jointly and severally liable to repay the money, with interest as prescribed under sub- sections (2) and (2A) of Section 73 of the Act. Consent Consent in writing of the Auditors, Lead Manager, Legal Advisor, Registrar to the Issue and Banker to the Issue to act in their respective capacity have been obtained and filed with SEBI, along with a copy of the Letter of Offer and such consents have not been withdrawn up to the time of delivery of this Letter of Offer for registration with the stock exchanges. The Auditors of our Company have given their written consent for the inclusion of their Report in the form and content as appearing in this Letter of Offer and such consents and Reports have not been withdrawn upto the time of delivery of this Letter of Offer for registration to the ROC, Maharashtra. M/s. N. M Raiji & Co., Auditors have given their written consent for inclusion of income tax benefits in the form and content as appearing in this Letter of Offer accruing to our Company and its members.To the best of our knowledge there are no other consents required for making this issue, however, should the need arise, necessary consents shall be obtained by us. Impersonation Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 68A of the Act, which is reproduced below: "Any person who (a) makes in a fictitious name, an application to a company for acquiring or subscribing for, any shares therein, or (b) otherwise induces a company to allot, or register any transfer of shares therein to him, or any other person in a fictitious name, shall be punishable with imprisonment for a term which may extend to five years." Expert Opinion Save and except as stated elsewhere in this Letter of Offer, our Company has not obtained any expert opinion. Option to Subscribe Save as otherwise stated elsewhere in this Letter of Offer, our Company has not given any option to subscribe for any shares of our Company. Minimum Subscription If our Company does not receive the minimum subscription of 90% of the issue, the entire subscription shall be refunded to the applicants within forty two days from the date of closure of the issue. If there is delay in the refund of subscription by more than 8 days after our Company becomes liable to pay the subscription amount (i.e. forty two days after closure of the issue), our Company will pay interest for the delayed period, at rates prescribed under sub-sections (2) and (2A) of Section 73 of the Companies Act, 1956. The issue will become undersusbcribed after considering the number of shares applied as per the entitlement plus additional shares. The undersubscribed portion can be applied for only after the close of the Issue. Tata Sons Limited (Promoters) either by itself or through its associated Tata companies and Tata Investment Corporation Limited (one of the Promoter Group Companies) either by itself or through its associated Tata companies have undertaken to subscribe to such unsubscribed portion if the issue does not have subscription to the extent of 90% of the Issue size, after considering the above allotment, to ensure that the Issue is successful. This acquisition of additional Equity Shares, if allotted to the Tata Sons Limited, Tata Investment Corporation Limited and their associated Tata companies shall be in terms of proviso to regulation 3(1)(b)(ii) of the Takeover Code and will be exempt from the applicability of regulation 11 and 12 of Takeover Code. This disclosure is made in terms of the requirement of Regulation 3(1)(b)(ii) of the Takeover Code. Further this acquisition will not result in change of control of management of our Company. Please also refer to Section titled "Basis of Allotment" beginning on page 220 of this Letter of Offer.

195 TRENT LIMITED

Compulsory Dematerialised Dealing The equity shares of our Company have been under compulsorily dematerialized trading for all investors with effect from January 17, 2000. Our Company has an agreement with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and its equity shares bear the ISIN No INE849A01012. Allotment and Refund Our Company will issue and dispatch the Letter of Allotment /Share Certificate, Demat Credit and/or Letter of Regret along with the Refund Order, if any, within a period of six weeks from the date of closure of the Issue. If such monies are not repaid within eight days from the day our Company becomes liable to pay it, our Company shall, as stipulated under Section 73(2A) of the Act, pay such monies with interest @ 15% p.a. The Letter of Allotment / Share Certificates Refund Order exceeding Rs.1,500/- would be sent by registered post / speed post to the sole/first applicant's registered address. Refund Orders up to the value of Rs.1,500/- would be sent under Certificate of Posting. Such Refund Orders would be payable at par at all places where the applications were originally accepted. The same would be marked 'Account Payee only' and would be drawn in favor of the sole/first applicant. Adequate funds would be made available to the Registrar to the Issue for this purpose Our Company will comply with all the legal requirements applicable till the date of filing of the Letter of Offer with the Stock Exchanges. Underwriting Commission, Brokerage and Selling Commission. No Underwriting Commission, Brokerage and Selling Commission will be paid for the Issue. DETAILS OF PUBLIC / RIGHTS ISSUES DURING THE LAST 5 YEARS Our Company had undertaken a Rights Issue in the year 2005 of 13,11,776 Partly Convertible Debentures (PCDs) of Rs. 900/- each for cash at par aggregating to Rs. 11,810 lakhs with Detachable Warrants on Rights basis to the existing Equity Shareholders of our Company in the ratio of one PCD with one Detachable Warrant for every ten Equity Shares held. The said offer closed on June 23, 2005 and delivery of Share Certificates / Credit of Equity Shares to the Depository Account of the applicants was completed by July 07, 2005. The refund and allotment was completed by July 09, 2005 and the listing of the Equity Shares was done on July 15, 2005. Promise Vs. Performance For Rights Issue made in 2005 main objects of the Issue were as follows a. To set up 17 stores in different parts of the Country by the year 2009; b. To acquire offices and warehouses; c. to meet requirements of additional working capital; d. to meet requirement of the expenses of the Issue; and e. for other general corporate purposes. As against the above, our Company has achieved the following: a. Our company has setup 9 stores as of January 31, 2007 ; b. We have setup the following stores: 1. Bangalore, Magrath Road, Garuda Mall 2. Kolkata Gariahaat Mall 3. Delhi, Rajori Garden, TDI Mall 4. Utter Pradesh, Ghaziabad, Pacific Mall 5. Gurgaon, DLF Grand Mall 6. Gujarat, Baroda, Monalisa Mall 7. Pune Kakade Mall 8. Jaipur, City Pulse Mall, and 9. Lucknow, East End Mall.

196 Following is the details of the utilization of the funds of the Issue. Rs. in lakhs Activities Total Funds Requirement Utilisation of Funds as as per the objects of the issue on January 31, 2007 detailed in the Letter of Offer Capital Expenditure for new Stores and Deposits for 8,112 6,534.21 Store Sites and Upgradation and Expansion of existing Stores Offices and Warehouse 1,221 1,533.83 Working Capital 2,000 2,012.19 General Corporate Purpose 900 0.00 Issue Expenses 130 142.92 Total 12,363 10,223.15 Cost of the project The total cost of the project as estimated by our Company at the time of earlier Right Issue was 12363 lakhs. N. M. Raiji & Co, Chartered Accountant has vide their certificate dated March 31, 2007 certified that our Company has incurred an amount of 10,223.15 lakhs as on January 31, 2007 on the objects of the Rights Issue. Issue Programme The subscription list will open upon the commencement of the banking hours and will close upon the close of banking hours on the dates mentioned below or on such extended date (subject to a maximum of 60 days) as may be determined by the Board, subject to necessary approvals: Issue opens on Last date for receiving requests for split Issue closes on Application Forms May 29, 2007 June 12, 2007 June 27, 2007 Issue expenses The expenses for this Issue include issue management fees, printing and distribution expenses, legal fees, advertisement expenses, depository charges, and listing fees to the Stock Exchanges, among others. The total expense for this Issue is estimated not to exceed Rs. 120 Lakhs. A broad breakup of the same is as under: Nature of Expenses Rs. Lakhs Lead Management, Issue Management fees and Legal Counsel charges 70.60 Registrars, Printers, Postage, Dispatch expenses, Advertisement & publicity expenses 33.75 Listing Expenses & Other Expenses 15.65 Total 120.00 Fees Payable to the Registrar to the Issue The Fees Payable to the Registrar to the Issue is set out in relevant documents, copies of which are available for inspection at the at the Office of the Company Secretary of our Company situated at 2nd Floor, Taj Building,210, Dr. D.N Road, Mumbai, 400001 from 10.00 a.m. to 1.00 p.m., from the date of this Letter of Offer until the date of closure of the Subscription List. Companies Under the same Management within the meaning of Section 370(1)(B) of the Acts. There are no companies under the same management within the meaning of section 370(1B) of the Companies Act, 1956, other than the subsidiaries, details of which are provided in the section titled "Subsidiaries" on page no. 62 of this Letter of Offer.

197 TRENT LIMITED STOCK MARKET DATA (i) The following is the movement in the share price of our Company on the BSE: Year High Low Average Price (Rs.) Date Rs. Volume Date Rs. Volume 2000 10-Jan-2000 155.85 1,05,528 24-Oct-2000 62.55 4,375 109.20 2001 20-Feb-2001 95.30 3,76,242 13-Mar-2001 60.65 48,717 77.98 2002 23-Mar-2002 181.65 1,90,308 8-Feb-2002 66.70 13,498 124.18 2003 26-Dec-2003 293.05 8,919 24-Apr-2003 145.30 733 219.18 2004 27-Dec-2004 592.25 42,597 24-Mar-2004 182.55 3,828 387.40 2005 06-Oct-2005 1,000 20,705 08-Feb-2005 450.77 2,243 697.51 2006 25-Jan- 2006 1,049 6,656 12-June-2006 641.20 1,139 883.34 (ii) The following is the movement in the share price of our Company on the NSE: Year High Low Average Price (Rs.) Date Rs. Volume Date Rs. Volume 2004 30-Nov-2004 620.78 3,29,892 07-June-2004 234.47 1,251 430.94 2005 26-Dec-2005 1,000 3,862 27-Jul-2005 406.00 3 694.29 2006 25-Jan-2006 1,049 9,665 09-June-2006 627.15 22,007 885.36 Our Company was listed on the NSE in June 2004. (iii) The closing market price of the equity share of our Company on the BSE on the day after the Board approved the Issue (i.e. November 24, 2006) was Rs. 857.85 per share. (Source: BSE Website) (iv) The total volume of securities traded in each month during the preceding six months on the BSE and NSE is as follows: BSE Details of High Price Details of Low Price

Month Rs. Date Volume Rs. Date Volume Total Volume October, 909.00 October 21, 92 840.00 October 31, 1,361 92,601 2006 2006 2006 November, November 30, 10,006 823.00 November 7, 4,769 1,48,643 2006 900.00 2006 2006 December, 956.90 December 29, 1,514 820.00 December 12, 2,527 55,953 2006 2006 2006 January, 882.05 January 07, 5,324 801.30 January 23, 11,205 1,01,331 2007 2007 2007 February, 819.95 February 01, 6,281 725.20 February 28, 2,132 1,27,212 2007 2007 2007 March, 727.35 March 01, 4,632 660.15 March 16, 2,832 1,36,944 2007 2007 2007 April, 727.40 April 20, 4,886 676.70 April 02, 612 96,749 2007 2007 2007

198 NSE Details of High Price Details of Low Price

Month Rs. Date Volume Rs. Date Volume Total Volume October 935.55 October, 488 829.70 October 12, 3,656 106,287 2006 2006 2006 November 896.96 November, 3,822 755.55 November 3, 1,395 119,133 2006 2006 2006 December, 915 December 08, 915 802.80 December 12, 25,658 107,574 2006 2006 2006 January, 883.05 January 04, 80,546 803.70 January 23, 18,267 186,526 2007 2007 2007 February, 819.60 February 01, 8,273 730.45 February 26, 10,620 255,581 2007 2007 2007 March, 732.00 March 01, 3,897 660.20 March 16, 3,147 194,258 2007 2007 2007 April 726.30 April 20, 3,106 675.20 April 02, 1,760 148,674 2007 2007 2007 (iv) The Ordinary Shares of our Company are actively traded on The Bombay Stock Exchange Limited and National Stock Exchange of India Limited. (v) Please refer to section titled "Capital Structure" beginning on page 13 of this Letter of Offer for details regarding transactions in the securities of our Company undertaken by the promoters, relatives and directors of our Company during the last 6 months, from the date of filing of offer document with SEBI and updated till date. Mechanism evolved by our Company for redressal of Investor grievances The transfer and other related work is handled by TSR Darashaw Limited (TSRD), Share Transfer agents. The Secretarial Department actively interacts with TSRL for expeditious redressal of investor grievances and takes care of complaints received from statutory bodies such as SEBI, Stock Exchanges, Department of Company Affairs, etc. The name of our Company has never appeared in fortnightly press release on investor complaints of SEBI. Our Company's investor grievances arising out of the issue will be handled by Intime Spectrum Registry Limited, Registrars to the issue. The Registrars will have a separate team of personnel handling only the post issue correspondence of our Company. Investor grievances are settled expeditiously and satisfactorily by our Company. The approximate time taken by the Company to dispose the investor grievance is 30 days from the date of receiving the complaint. The agreement between our Company and the Registrars will provide for retention of records with the Registrars for a period of atleast one year from the last date of dispatch of letter of allotment/share/certificate/refund order to enable the Registrars to redress grievances of investors. All grievances relating to the Issue may be addressed to the Registrars to the Issue giving full details such as folio No., name and address of the first applicant, Equity Shares, Application Form serial number, amount paid on application and the Bank Branch where the application was deposited, alongwith a photocopy of the acknowledgement slip. In case of renunciation, the same details of the renouncee should be furnished. The average time taken by the Registrars for attending to routine grievances will be 15 days from the date of receipt. In case of non-routine grievances where verification at other agencies is involved, it would be the endeavour of the Registrars to attend to them as expeditiously as possible. Our Company undertakes to resolve its investor grievances in a time bound manner. All investors are hereby informed that our Company has appointed a Compliance Officer who may be contacted in case of any pre-issue/post-issue related problems.

199 TRENT LIMITED GOVERNMENT APPROVALS

In view of the approvals listed below, we can undertake this Issue and our current business activities and no further material approvals are required from any Government authority or the RBI to continue such activities. We have received the following Government approvals that are material to our business: General 1. PAN Number AAACL1838J 2. Certificate of Importer Exporter Code, 0795011351 issued on March 4, 1999 by the Office of Joint Director General of Foreign Trade. 3. Registration No. MIV/ST/BAS/124/2003 issued under section 69 of the Finance Act, 1994, for collecting Service Tax on Business Auxiliary Service, ST/MUM/DIV III/GTA/25/05 for Transport of Goods by Road, ST/ DIV III/MUM/ MGC/ 889/034 for Management Consultancy and ST/DIV III/ MRA/895/06 for Manpower Recruitment and supply Agency. The Certificate is valid for as long as the holder carries on the specified activity on the mentioned premises. 4. Allotment of Tax Deduction Account No. MUMT00030C issued under section 203A of the Income Tax Act, by the Income Tax Department 5. License No. MH/44481 issued by issued under the Employees Provident Fund and Miscellaneous Provisions Act, 1952, by the Assistant Provident Fund Commissioner on June 5, 2000 6. Registration No. A-II/ 022546 under the Bombay Shops and Establishment Act, 1948 valid till December 31, 2008 for our office situated at Bombay House, Homi Mody Street, Fort, Mumbai - 400 001. 7. Registration No. A-II/ 022401 under the Bombay Shops and Establishment Act, 1948 valid till December 31, 2008 for our office situated at Navsari Building, Dr. D.N Road, Fort, Mumbai-400001.We have applied for a change of location of our office from Navsari Building to Taj Building, 2nd Floor, 210, Dr. D.N Road, Mumbai-400001 8. Registration No. KE-II/ 010998 under the Bombay Shops and Establishment Act, 1948 valid till December 31, 2007 for our office situated at Enterprise Centre, Vile Parle, Mumbai 9. Certificate of Registration bearing No. 53-13204-90 issued under the Maharashtra Employees State Insurance Act, 1948 for our Registered Office located at Mumbai Stores Approvals Hyderabad 1. Registration No. ACL3/HYD/1/1998 under the Andhra Pradesh Shops and Establishment Act, 1988 valid till December 31, 2007 2. Certificate of Registration bearing No. 52-16737-101 issued under the Employees State Insurance Act, 1948 for our store located at Hyderabad 3. Trade License No 048-024-0144 granted by the Municipal Corporation of Hyderabad for General Goods (Retail) valid till March 31, 2008 4. Trade License No 046-039-0437 granted by the Municipal Corporation of Hyderabad for Novelties and Gifts valid till March 31, 2008 5. License under the Weights and Measures Act bearing License No KAR/937/1998, valid until cancelled 6. License Contract No. GL:HYD:00012 for Public Performance of Musical Works valid till December 31, 2007 for our store at Hyderabad 7. License No. 16/ B/ 11776/7 for Public Performance License to perform all Sound Recordings controlled by Phonographic Performance Limited valid till December 31, 2007 for our store at Hyderabad

200 Kolkata Camac Street 1. Registration No. CAL/PARK/P-I/4915 under the West Bengal Shops and Commercial Establishment Act, 1964 valid till June 5, 2007 2. Trade License No 11-063-06-0033 granted by the Kolkata Municipal Corporation for Company (Dealing Non Food Items) valid till December 31, 2007 3. Certificate of Registration bearing No. 53-13204-90-(CAL) issued under the Employees State Insurance Act, 1948 for our store located at Camac Street, Kolkata 4. Certificate of Registration bearing Number PS/36 (L.T) 94 under the West Bengal Luxury Tax Rules, 1994 for Importing Trousers and T Shirts outside West Bengal. 5. License No. 16/ B/ 11776/10 for Public Performance License to perform all Sound Recordings controlled by Phonographic Performance Limited valid till December 31, 2007 for our store at Camac Street, Kolkata 6. License Contract No. GL:KOL:00096 for Public Performance of Musical Works valid till June 30, 2007 for our store at Camac Street, Kolkata Gariahaat Mall 1. Registration No. KOI/Garia/P-1/ 1067 under the West Bengal Shops and Commercial Establishment Act, 1964 valid till March 29, 2009 2. Trade License No 11-068-16-0047 granted by the Kolkata Municipal Corporation for Departmental Store valid till November 2, 2007 3. Certificate of Registration bearing No. 53-13204-90- (CAL) issued under the Employees State Insurance Act, 1948 for our store located at Gariahaat Mall, Kolkata 4. License Contract No. GL:KOL:00581 for Public Performance of Musical Works valid till October 31, 2007 for our store at Gariahaat Mall, Kolkata 5. License No. 16/ B/ 11776/11 for Public Performance License to perform all Sound Recordings controlled by Phonographic Performance Limited valid till December 31, 2007 for our store at Gariahaat Mall, Kolkata Maharashtra Landmark, Nagpur 1. Registration No. I-91-573 under the Bombay Shops and Establishment Act, 1948 valid till December 31, 2009 2. Certificate of Registration bearing No. 53-13204-90-NAGPUR issued under the Employees State Insurance Act, 1948 for our store located at Landmark, Nagpur 3. License Contract No. GL:NAG:00005 for Public Performance of Musical Works valid till October 31, 2007 for our store at Landmark, Nagpur 4. License No. 16/ B/ 11776/17 for Public Performance License to perform all Sound Recordings controlled by Phonographic Performance Limited valid till December 31, 2007 for our store at Landmark, Nagpur Hughes Road, Mumbai 1. Registration No. D-IV/ 001041 under the Bombay Shops and Establishment Act, 1948 valid till December 31, 2007 for a Coffee Shop at our Store. 2. Registration No.D-1-15S93 under the Bombay Shops and Establishment Act, 1948 valid till December 31, 2007 for our store 3. License No. ACD/55679/4C issued by the Bombay Municipal Corporation for the use of Glow Signs valid till January 31, 2008

201 TRENT LIMITED

4. License No. ACD/7043/4C issued by the Bombay Municipal Corporation for the use of Glow Signs valid till April 30, 2008 5. Certificate of Registration bearing No. 53-13204-90-MUM issued under the Employees State Insurance Act, 1948 for our store located at Hughes Road, Mumbai 6. License issued under the Weights and Measures Act, 1977 bearing License No 00361 7. License No. 16/ B/ 11776/13 for Public Performance License to perform all Sound Recordings controlled by Phonographic Performance Limited valid till December 31, 2007 for our store at Hughes Road, Mumbai Army & Navy, Mumbai 1. Registration No.A-I/009312 under the Bombay Shops and Establishment Act, 1948 valid till December 31, 2009 for storage and selling of sweetmeats at our store 2. Registration No.A-I/009085 under the Bombay Shops and Establishment Act, 1948 valid till December 31, 2009 for our store. 3. License No. Asstmc/A/16893/4C issued by the Bombay Municipal Corporation for the use of Glow Signs valid till March 31, 2008 4. Certificate of Registration bearing No. 53-13204-A-MUM issued under the Employees State Insurance Act, 1948 for our store located at Army & Navy Building, Mumbai 5. License Contract No. GL:MUM:02025 for Public Performance of Musical Works valid till December 31, 2007 for our store at Army & Navy Building, Mumbai 6. License No. 16/ B/ 11776/14 for Public Performance License to perform all Sound Recordings controlled by Phonographic Performance Limited valid till December 31, 2007 for our store at Army & Navy Building, Mumbai R-Mall, Mumbai 1. Registration No.T-I/006837 under the Bombay Shops and Establishment Act, 1948 valid till December 31, 2008 for our store 2. License No. ACT/16765/lic issued by the Bombay Municipal Corporation for the use of Glow Signs valid till November 30, 2007 3. Certificate of Registration bearing No. 53-13204-90 issued under the Employees State Insurance Act, 1948 for our store located at R-Mall, Mumbai 4. License No. 16/B/ 11776/15 for Public Performance License to perform all Sound Recordings controlled by Phonographic Performance Limited valid till December 31, 2007 for our store at R Mall, Mumbai 5. License Contract No. GL:MUM:01792 for Public Performance of Musical Works valid till November 30, 2007 Infinity Mall, Mumbai 1. Registration No. KW II/011275 under the Bombay Shops and Establishment Act, 1948 valid till December 31, 2009 for our store 2. Certificate of Registration bearing No. 53-13204-90(MAROL) issued under the Employees State Insurance Act, 1948 for our store located at Infinity Mall, Mumbai 3. License Contract No. GL:MUM:02243 for Public Performance of Musical Works valid till December 31, 2007 4. License No. 16/ B/ 11776/16 for Public Performance License to perform all Sound Recordings controlled by Phonographic Performance Limited valid till December 31, 2007 for our store at Infinity Mall, Mumbai SGS Magnum Mall, Pune 1. Registration No.Pune Camp/I/2789 under the Bombay Shops and Establishment Act, 1948 valid till December 31, 2008 for our store

202 2. Certificate of Registration bearing No. 33-53-13204-90-PUNE issued under the Employees State Insurance Act, 1948 for our store located at SGS Magnum Mall, Pune 3. License No. 16/ B/ 11776/21 for Public Performance License to perform all Sound Recordings controlled by Phonographic Performance Limited valid till December 31, 2007 for our store at SGS Magnum Mall, Pune Uttar Pradesh Pacific Mall, Ghaziabad 1. Registration No.1/1202 K under the Uttar Pradesh Shops and Establishment Act, 1962 valid till March 31, 2010 2. Certificate of Registration bearing No. 53-13204-90 issued under the Employees State Insurance Act, 1948 for our store located at Pacific Mall, Ghaziabad 3. License Contract No. GL:GHAZ:00009 for Public Performance of Musical Works valid till October 31, 2007 for our store at Pacific Mall, Ghaziabad 4. License No. 16/ B/ 11776/6 for Public Performance License to perform all Sound Recordings controlled by Phonographic Performance Limited valid till December 31, 2007 for our store at Pacific Mall, Ghaziabad Centrestage Mall, Noida 1. Registration No. 35/2513 under the Uttar Pradesh Shops and Commercial Establishment Act, 1962 valid till March 31, 2008 2. Registration under Employees State Insurance Corporation bearing number 53-13204-90 UP-2284-NOIDA issued under the Employees State Insurance Act, 1948 3. License Contract No. GL:DEL:00242 for Public Performance of Musical Works valid till December 31, 2007 for our store at Centrestage Mall, Noida 4. License No. 16/ B/ 11776/20 for Public Performance License to perform all Sound Recordings controlled by Phonographic Performance Limited valid till December 31, 2007 for our store at Centrestage Mall, Noida East End Mall, Lucknow 1. Registration No. 1213 under the Uttar Pradesh Shops and Commercial Establishment Act, 1962 valid till November 21, 2011 2. Certificate of Registration bearing No. 53-13204-90 issued under the Employees State Insurance Act, 1948 for our store located at Lucknow 3. License No. 16/ B/ 11776/12 for Public Performance License to perform all Sound Recordings controlled by Phonographic Performance Limited valid till December 31, 2007 for our store at East End Mall, Lucknow Punjab DLF Grand Mall, Gurgaon 1. Notice under Section 20 (1) of the Punjab Shops and Commercial Establishments Act, 1958 regarding holidays and working hours of the store issued by the Labour Inspector 2. Registration under Employees State Insurance Corporation bearing number 13/32730/102 issued under the Employees State Insurance Act, 1948 3. License Contract No. GL:GURG:00011 for Public Performance of Musical Works valid till July 31, 2007 for our store at DLF Grand Mall, Gurgaon Karnataka Forum, Bangalore 1. Registration No./4/BNG-63/No.615/2004 under the Karnataka Shops and Commercial Establishment Act, 1961 valid till December 31, 2008

203 TRENT LIMITED

2. Registration under the Employees State Insurance Act, 1948 bearing number 53-13204-90 issued by the Regional Director, Employees State Insurance Corporation. 3. License Contract No. GL : KAR:00017 for Public Performance of Musical Works valid till December 31, 2007 for our store at Forum, Bangalore. Commercial Street, Bangalore. 1. Registration No.68/CE/0249/1996 under the Karnataka Shops and Commercial Establishment Act, 1961 valid till December 31, 2008 2. Registration under the Employees State Insurance Act, 1948 bearing number 53-13204-90 issued by the Regional Director, Employees State Insurance Corporation. 3. Consent Order granted by the Karnataka State Pollution Control Board (Consent for Operation of the Plant Under section 21 of The Air (Prevention and Control of Pollution Act, 1981) bearing Number 228/ KSPCB/RO/BC-2/DEO/ AEO-1/SG/APC/INR NO.---/2005-06/4846 for the use of a Chimney valid till December 31, 2014. 4. License under the Weights and Measures Act bearing License No KAR/937/1998, valid until cancelled. 5. Order No.A-2: CR-95/0304 dated March 11, 2004 for operating a store for 365 days valid till March 11, 2008. 6. License No. 16/ B/ 11776/3 for Public Performance License to perform all Sound Recordings controlled by Phonographic Performance Limited valid till December 31, 2007 for our store at Commercial Street, Bangalore. Garuda Mall, Bangalore 1. Registration No.8/Ward 76/No.-1422/0506 under the Karnataka Shops and Commercial Establishment Act, 1961 valid till December 31, 2009. 2. Permission to keep the shop open for 365 days a years valid till June 5, 2007. 3. Registration under the Employees State Insurance Act, 1948 bearing number 53-13204-90 issued by the Regional Director, Employees State Insurance Corporation. 4. License Contract No. GL:KAR:00059 for Public Performance of Musical Works valid till October 31, 2007 for our store at Garuda Mall, Bangalore. 5. License No. 16/ B/ 11776/4 for Public Performance License to perform all Sound Recordings controlled by Phonographic Performance Limited valid till December 31, 2007 for our store at Garuda Mall, Bangalore. Tamil Nadu Spencer Plaza, Chennai 1. Certificate of Registration bearing No. 53-13204-90-B-O-CNI issued under the Employees State Insurance Act, 1948 for our store located at Chennai. 2. License under the Weights and Measures Act, 1977, bearing License No KAR/937/1998, valid until cancelled 3. License No. 16/ B/ 11776/5 for Public Performance License to perform all Sound Recordings controlled by Phonographic Performance Limited valid till December 31, 2007 for our store at Spencer Plaza, Chennai. Gujarat Abhijeet V, Ahmedabad 1. Registration No.PII/ EL/ 01/ 0000420 under the Bombay Shops and Establishment Act, 1948 valid till December 31, 2009 for our store. 2. Certificate of Registration bearing No. 53-13204-90-AHMEDABAD issued under the Employees State Insurance Act, 1948 for our store located at Ahmedabad. 3. License Contract No. GL:AHM:00018 for Public Performance of Musical Works valid till July 31, 2007 for our store at Abhijeet V, Ahmedabad.

204 4. License No. 16/ B/ 11776/1 for Public Performance License to perform all Sound Recordings controlled by Phonographic Performance Limited valid till December 31, 2007 for our store at Abhijeet, Ahmedabad. ISCON Mall, Ahmedabad 1. Registration No.206/2004 under the Bombay Shops and Establishment Act, 1948 valid till December 31, 2007 for our store. 2. Allotment of Tax Deduction Account No. PNET04557A issued by the Income Tax Department. 3. License Contract No. GL:AHM:00030 for Public Performance of Musical Works valid till December 31, 2007. 4. License No. 16/ B/ 11776/2 for Public Performance License to perform all Sound Recordings controlled by Phonographic Performance Limited valid till December 31, 2007 for our store at ISCON Mall, Ahmedabad. Monalisa, Vadodara 1. Registration No.B/265953 under the Bombay Shops and Establishment Act, 1948 valid till September 29, 2007 for our store. 2. Certificate of Registration bearing No. 53-13204-90-(BRD) issued under the Employees State Insurance Act, 1948 for our store located at Vadodara. 3. License Contract No. GL:BAR:00913 for Public Performance of Musical Works valid till October 31, 2007 for our store at Monalisa, Vadodara. 4. License No. 16/ B/ 11776/22 for Public Performance License to perform all Sound Recordings controlled by Phonographic Performance Limited valid till December 31, 2007 for our store at Monalisa, Vadodara. ISCON Mall, Surat 1. Certificate of Registration bearing No. 53-13204-90- SRT-152 issued under the Employees State Insurance Act, 1948 for our store located at Surat. Madhya Pradesh Racecourse Road, Indore 1. Registration No.90121278 under the Madhya Pradesh Shops and Establishment Act, 1958 valid till December 31, 2007 for our store. 2. Trade License issued by the Indore Municipal Corporation bearing number 90121278 and valid till March 31, 2008 for a Departmental Store. 3. Certificate of Registration bearing No. 53-13204-90-INDORE issued under the Employees State Insurance Act, 1948 for our store located at Indore. 4. License Contract No. GL:IND:00013 for Public Performance of Musical Works valid till December 31, 2007 for our store at Racecourse Road, Indore. 5. License No. 16/ B/ 11776/8 for Public Performance License to perform all Sound Recordings controlled by Phonographic Performance Limited valid till December 31, 2007 for our store at Racecourse Road, Indore. Rajasthan Citi Pulse Mall, Jaipur 1. Registration No. 1137/ R/ P134/ 06 under the Rajasthan Shops and Commercial Establishment Act, 1958 valid till September 20, 2007 for our store. 2. Certificate of Registration bearing No. 53-13204-90 issued under the Employees State Insurance Act, 1948 for our store located at Jaipur. 3. License No. 16/ B/ 11776/9 for Public Performance License to perform all Sound Recordings controlled by Phonographic Performance Limited valid till December 31, 2007 for our store at Citi Pulse Mall, Jaipur.

205 TRENT LIMITED

Delhi Karol Baug, Delhi 1. Permission bearing number ED.3 (5383 & 5384)/ 2001/ 1054 issued by the Inspector of Lifts valid till May 10, 2007 . We have applied for the renewal for the same vide our letter dated January 5, 2007. 2. Certificate of Registration bearing No. 53-13204-90-DL-252-MYS issued under the Employees State Insurance Act, 1948 for our store located at Karol Bagh, New Delhi 3. License No. 16/ B/ 11776/18 for Public Performance License to perform all Sound Recordings controlled by Phonographic Performance Limited valid till December 31, 2007 for our store at Karol Baug, Delhi 4. License Contract No. GL:DEL:00002 for Public Performance of Musical Works our store at Ajmal Khan Road, New Delhi valid till June 30, 2007 Lajpat Nagar, Delhi 1. Certificate of Registration bearing No. 53-13204-90-DL-264-MYS issued under the Employees State Insurance Act, 1948 for our store located at Alankar Cinema Building, New Delhi 2. License Contract No. GL:DEL:00017 for Public Performance of Musical Works valid till August 31, 2007 3. License No. 16/ B/ 11776/19 for Public Performance License to perform all Sound Recordings controlled by Phonographic Performance Limited valid till December 31, 2007 for our store at Lajpat Nagar, Delhi Rajouri Garden, Delhi 1. Certificate of Registration bearing No. 53-13204-90 issued under the Employees State Insurance Act, 1948 for our store located at Rajouri Garden, New Delhi 2. License Contract No. GL:DEL:00296 for Public Performance of Musical Works valid till July 31, 2007 for our store at Rajouri Garden , Delhi Sales Tax Approvals We are required to register under the Central Sales Tax Act as well as the relevant state legislations in respect of our stores for the business of reseller and manufacturer. 1. VAT Registration issued by the Government of Karnataka , Commercial Taxes Department for allotment of Tax Identification Number 29410074719 and Central Sales Tax Number 90253425 in respect of our stores at: a. Commercial Street, Bangalore b. Garuda Mall, Bangalore c. Forum, Bangalore d. Kuvempunagar, Mysore 2. Certificate of allotment of Tax Payer Identification number (TIN) 28300145555 issued by the Government of Andhra Pradesh, Commercial Taxes Department, in respect of our store at Hyderabad 3. Registration No TNGST No 0640694 under the Tamil Nadu General Sales Tax Act,1959 and CST 33855 obtained under the Central Sales Tax Act,1956 in respect of our store at Spencer Plaza, Chennai 4. Certificate of allotment of Tax Payer Identification number (TIN) being VAT TIN 27290000225V and CST TIN 27290000225C issued by the Government of Maharashtra, Department of Sales Taxes , in respect of our stores at: a. Hughes Road, Mumbai b. Fort, Mumbai c. R-Mall, Mumbai d. Infinity Mall, Mumbai e. Landmark, Nagpur f. SGS Magnum Mall, Pune

206 5. Certificate of allotment of Tax Payer Identification number (TIN). 07370022239 by the Delhi Sales Tax, Department for our stores at: a. Karol Bagh, New Delhi b. Alankar Cinema Building, New Delhi c. Rajouri Garden, New Delhi 6. Certificate of allotment of Tax Payer Identification number (TIN) being VAT TIN 19200231023 and CST TIN 19200231217 issued by the Government of West Bengal, Commercial Taxes Department, in respect of our stores at : a. Camac Street, Kolkata b. Gariahaat Mall, Kolkata 7. Certificate of allotment of Tax Payer Identification number (TIN) being VAT TIN 0734038984 and Central Sales Tax Number being Guj 99912260 issued under the Gujarat Sales Tax Act, 1959, in respect of our stores at: a. ISCON Mall, Ahmedabad b. Monalisa, Vadodara c. Abhijeet-V, Ahmedabad d. ISCON Mall, Surat 9. Registration under the Uttar Pradesh Sales Tax Act, 1948 bearing number ND-0311130 and Central sales Tax Number being ND 5309479 issued by the Sales tax Officer, UP in respect of our stores at: a. Pacific Mall, Ghaziabad b. Centrestage Mall, Noida 10. Registration No 08801609585 under the Rajasthan Sales Tax Act,1994 and CST 08801609585 obtained under the Central Sales Tax Act,1956 in respect of our store at Jaipur. 11. Certificate of allotment of Tax Payer Identification number (TIN) 23291003659 issued by the Government of Madhya Pradesh, Commercial Taxes Department, in respect of our store at Race Course Road, Indore. 12. Certificate of allotment of Tax Payer Identification number (TIN) 06921824698 issued by the Government of Haryana, Commercial Taxes Department, in respect of our store at DLF Grand Mall, Gurgaon. Profession Tax Approvals: 1. Certificate of Registration Bearing Number 0734000044 Issued under the Gujarat State Tax on Professions, Trades, Callings and Employments Act, 1976 in respect of our stores at a. ISCON Mall, Ahmedabad b. Monalisa, Vadodara c. Abhijeet-V, Ahmedabad d. ISCON Mall, Surat 2. Certificate of Registration Bearing Number 78701002041 and Certificate of Enrolment bearing Number 79861000239 Issued under the Madhya Pradesh State Tax on Professions, Trades, Callings and Employments Act, 1995 in respect of our store at Race Course Road, Indore. 3. Certificate of Registration bearing Number H/AD/NP/PT/418/98-99 and Certificate of enrolment bearing number H/ AD/NP/PT/1027/98-99 issued under the Andhra Pradesh State Tax on Professions, Trades Callings and Employment Act, 1987 in respect of our store at Hyderabad. 4. Certificate of Registration bearing Number RCW1366190 Issued under the West Bengal State Tax on Professions, Trades, Callings and Employments Act, 1979 in respect of our stores at.

207 TRENT LIMITED

a. Camac Street, Kolkata b. Gariaahat Mall, Kolkata 5. Certificate of Registration Bearing Number PT/R/1/1/21/29809 and Certificate of enrolment bearing number PT/E/1/ 1/21/18/3468 issued under the Maharashtra State Tax on Professions, Trades, Callings and Employments Act, 1975 in respect of our stores at: a. Hughes Road, Mumbai b. Fort, Mumbai c. R-Mall, Mumbai d. Infinity Mall, Mumbai e. Landmark, Nagpur f. SGS Magnum Mall, Pune 6. Certificate of Registration Bearing Number 2003940-2 and Certificate of Enrolment bearing Number 2365001284-4 Issued under the Karnataka State Tax on Professions, Trades, Callings and Employments Act, 1976 in respect of our stores at a. Commercial Street, Bangalore b. Garuda Mall, Bangalore c. Forum, Bangalore 7. Certificate of Registration Bearing Number 07-110-PE0555 issued under the Tamil Nadu State Tax on Professions, Trades, Callings and Employments Act, 1992 in respect of our store at Spencer Plaza, Chennai. Pending Approvals 1. We have applied for permission to work extended hours and to keep the store open 365 days in a year in respect of our store at Hyderabad. 2. We have applied for permission to keep the store open 365 days in a year in respect of our store at Noida, UP. 3. We have applied for Registration under the Bombay Shops and Establishment Act, 1948 for our store at ISCON Mall, Surat. 4. Registration No. GGM/2006/L-1-3/ 1035 under the Punjab Shops and Commercial Establishments Act, 1958 valid till March 31, 2007 for our store. We have applied/ are in the process of applying for the renewal of the following licenses which have expired. 1. License Registration No. 2002020746( C-9037) to work a Lift under the West Bengal Lift Rules, 1958 valid till November 27, 2006. 2. License No. 16/ B/ 1515 for Public Performance License to perform all Sound Recordings controlled by Phonographic Performance Limited valid till December 31, 2006 for our store at DLF Grand Mall, Gurgaon. 3. License No. 16/ B/ 11562 for Public Performance License to perform all Sound Recordings controlled by Phonographic Performance Limited valid till December 31, 2006 for our store at Forum, Bangalore. 4. License Contract No. GL:MUM:00350 for Public Performance of Musical Work with our store at N. S. Parkar Road, Grant Road, Mumbai valid till March 31, 2007. 5. License Contract No. GL:PUN:00044 for public Performance of Musical Works within our store at Moledina Road, Pune valid till March 31, 2007. 6. License Contract No. GL:KAR:00002 for Public Performance of Musical Works valid till March 31, 2007 for our store at Commercial Street, Bangalore. 7. License Contract No. GL:CHEN: 00014 for Public Performance of Musical Works valid till February 28, 2007 for our store at Spencer Plaza, Chennai.

208 DIVIDEND POLICY

Dividends, other than interim dividends, will be declared at the annual general meeting of the shareholders based on the recommendation of the Board of Directors. The Board may, at its discretion, recommend dividends to be paid to our shareholders. Generally, the factors that may be considered by the Board of Directors before making any recommendations for the dividend include, without limitation, our future expansion plans and capital requirements, profits earned during the fiscal year, cost of raising funds from alternate sources, liquidity position, applicable taxes including tax on dividend, as well as exemptions under tax laws available to various categories of investors from time to time and general market conditions. The dividends declared by us during the last five years are as below: 2006 2005 2004 2003 2002 Equity Shares Number of Shares 1,44,27,811 1,31,17,764 1,31,17,764 1,31,17,764 1,31,17,764 Face Value & Paid-up 10 10 10 10 10 value per Share (Rs.) Rate of Dividend - % 65 % 60 % 55 % 55 % 50 % Total Dividend (Rs. In Lakhs) 937.81 787.07 721.48 721.48 655.89 Corporate Dividend Tax on above 131.53 112.23 92.44 92.44 - (Rs. In Lakhs) The Board of Directors may also from time to time pay interim dividends to our shareholders. The Management does not have a stated dividend policy and determines the amount of dividend to be recommended for approval by the shareholders on a year to year basis by reference to our earnings, cash flow, financial conditions and other factors prevailing at the time.

209 TRENT LIMITED TERMS OF THE PRESENT ISSUE

The Equity Shares, proposed to be issued on rights basis, are subject to the terms and conditions contained in this Letter of Offer, the enclosed Composite Application Form ("CAF"), the Memorandum and Articles of Association of our Company, the provisions of the Act, guidelines issued by SEBI, guidelines, notifications and regulations for issue of capital and for listing of securities issued by Government of India, the Reserve Bank of India and/or other statutory authorities and bodies from time to time, terms and conditions as stipulated in the allotment advice or letter of allotment or security certificate and rules as may be applicable and introduced from time to time. Authority for the Issue This Issue is being made pursuant to the resolution passed by the Board of Directors of our Company under Section 81(1) of the Act at its meeting held on October 10, 2006. Basis for the Issue The Equity Shares are being offered for subscription for cash to those existing Equity Shareholders of our Company whose names appear as beneficial owners as per the list to be furnished by the depositories in respect of the Equity Shares held in dematerialized form and on the Register of Members of our Company in respect of the Equity Shares held in physical form at the close of business hours on the Record Date, i.e., May 15, 2007, fixed in consultation with the Designated Stock Exchange, Bombay Stock Exchange Limited. Principal Terms and Conditions of the Issue Face value Each Equity Share shall have the face value of Rs. 10. Issue Price Each Equity Share is being offered at a price of Rs. 500 (including a premium of Rs. 490). RIGHTS OF THE EQUITY SHAREHOLDER Subject to the applicable laws, the equity shareholders shall have the following rights:  Right to receive dividend, if declared;  Right to attend general meetings and exercise voting powers, unless prohibited by law;  Right to vote on a poll either in person or by proxy;  Right to receive offers for rights shares and be allotted bonus shares, if announced;  Right to receive surplus on liquidation;  Right of free transferability; and  Such other rights, as may be available to a shareholder of a listed public company under the Companies Act and Articles of Association of our Company and the terms of the listing agreement with the Stock Exchanges. For further details on the main provisions of our Company's Articles of Association dealing with voting rights, dividend, forfeiture and lien, transfer and transmission and/or consolidation/splitting, please refer section titled "Main Provisions of the Articles of Association of our Company" beginning on page 228 of this Letter of Offer. Terms of payment On application, Rs 1,576,073,500 which constitutes 100% of the amount at the Issue Price of Rs. 500 shall be payable ("Application Money"). The payment on application would be applied as under: Towards Share Capital Towards Share Premium Account On Application Rs. 10 per Equity Share Rs. 490 per Equity Share

210 Payment should be made in cash / or by cheque / demand draft / drawn on any bank (including a co-operative bank) which is situated at and is a member or a sub member of the Bankers' to the Issue clearing house located at the centre where the application is accepted. A separate cheque/ draft must accompany each application form. Outstation cheques/ drafts will not be accepted and application(s) accompanied by such cheques/ drafts will be rejected. Rights Entitlement Ratio The Equity Shares are being offered on rights basis to the existing Equity Shareholders of our Company in the ratio of 1 Equity Share for every 5 Equity Shares held as on the Record Date. Fractional Entitlements For Equity Shares being offered on rights basis under this Rights issue, if the shareholding of any of the Equity Shareholders is less than five Equity Shares or is not in multiples of 5, the fractional entitlement of such holders shall be ignored. Shareholders whose fractional entitlements are being ignored would be given preference in allotment of ONE additional share each if they apply for additional shares. For eg; If a Shareholder holds 8 Equity Shares, he will be entitled to One Equity Share on Rights Basis. He will also be given a preference for allotment of One additional Equity Share if he has applied for the same. Those Equity shareholders holding less than five Equity Shares and therefore entitled to zero Equity Shares under the Right Issue shall be despatched a CAF with zero entitlement. Such equity shareholders are entitled to apply for additional Equity Shares. However, they cannot renunciate the same to third parties. CAF with zero entitlement will be non-negotiable /non-renunciable. For eg; If a Shareholder holds 4 Equity Shares, he will be entitled to Nil Equity Shares on Rights Basis. He will be given a preference for allotment of One additional Equity Share if he has applied for the same. Joint-Holders Where two or more persons are registered as the holders of any Equity Shares, they shall be deemed to hold the same as joint-tenants with benefits of survivorship subject to provisions contained in the Articles of Association of our Company. Ranking of the Equity Shares The Equity Shares shall be governed by the provisions of the Memorandum and Articles of Association of our Company and the Act. Upon being admitted for trading subsequent to issue, the Equity Shares allotted in this Issue shall rank pari passu with the existing Equity Shares in all respects including dividend. Listing and Trading of the Equity Shares proposed to be Issued Our Company's existing Equity Shares are currently traded on the BSE and the NSE under the ISIN INE849A01012. The fully paid up Equity Shares proposed to be issued on a rights basis shall be listed and admitted for trading on the BSE and the NSE under the existing ISIN for fully paid Equity Shares of our Company. The fully paid up Equity Shares allotted pursuant to this Issue will be listed as soon as practicable but in no case later than 7 days from the date of allotment. Printing of Bank Particulars on Refund Orders As a matter of precaution against possible fraudulent encashment of refund orders due to loss or misplacement, the particulars of the applicant's bank account are mandatorily required to be given for printing on the refund orders. Bank account particulars will be printed on the refund orders/refund warrants which can then be deposited only in the account specified. Our Company will in no way be responsible if any loss occurs through these instruments falling into improper hands either through forgery or fraud. Notices All notices to the Equity Shareholder(s) required to be given by our Company shall be published in one English national daily with wide circulation, one Hindi national daily with wide circulation and one regional language daily newspaper with wide circulation and/or, will be sent by ordinary post / registered post / speed post to the registered holders of the Equity Share from time to time.

211 TRENT LIMITED

Market lot The Equity Shares of our Company are tradable only in dematerialized form. The market lot for Equity Shares in dematerialised mode is 1 (one). In case of holding of Equity Shares in physical form, our Company would issue to the allottees one (1) certificate for the Equity Shares allotted to one (1) folio ("Consolidated Certificate"). In respect of the Consolidated Certificate, our Company will, upon receipt of a request from the Equity Shareholder, split such Consolidated Certificate into smaller denomination within six (6) weeks time from the receipt of request of the Equity Shareholder. No fee would be charged by our Company for splitting the Consolidated Certificate. Nomination facility In terms of Section 109A of the Act, nomination facility is available in case of Equity Shares. The applicant can nominate any person by filling the relevant details in the CAF in the space provided for this purpose. In case of Equity Shareholders who are individuals, a sole Equity Shareholder or the first named Equity Shareholder, along with other joint Equity Shareholders, if any, may nominate any person(s) who, in the event of the death of the sole holder or all the joint-holders, as the case may be, shall become entitled to the Equity Shares. A person, being a nominee, becoming entitled to the Equity Shares by reason of the death of the original Equity Shareholder(s), shall be entitled to the same advantages to which he would be entitled if he were the registered holder of the Equity Shares. Where the nominee is a minor, the Equity Shareholder(s) may also make a nomination to appoint, in the prescribed manner, any person to become entitled to the Equity Share(s), in the event of death of the said holder, during the minority of the nominee. A nomination shall stand rescinded upon the sale of the Equity Share by the person nominating. A transferee will be entitled to make a fresh nomination in the manner prescribed. When the Equity Share is held by two or more persons, the nominee shall become entitled to receive the amount only on the demise of all the holders. Fresh nominations can be made only in the prescribed form available on request at the registered office of our Company or such other person at such addresses as may be notified by our Company. The applicant can make the nomination by filling in the relevant portion of the CAF. Only one nomination would be applicable for one folio. Hence, in case the Equity Shareholder(s) has already registered the nomination with our Company, no further nomination needs to be made for Equity Shares to be allotted in this Issue under the same folio. In case the allotment of Equity Shares is in dematerialised form, there is no need to make a separate nomination for the Equity Shares to be allotted in this Issue. Nominations registered with respective Depositary Participant ("DP") of the applicant would prevail. Any applicant desirous of changing the existing nomination is requested to inform its respective DP. Minimum Subscription If our Company does not receive the minimum subscription of 90% of the issue, the entire subscription shall be refunded to the applicants within forty two days from the date of closure of the issue. If there is delay in the refund of subscription by more than 8 days after our Company becomes liable to pay the subscription amount (i.e. forty two days after closure of the issue), our Company will pay interest for the delayed period, at rates prescribed under sub-sections (2) and (2A) of Section 73 of the Companies Act, 1956. The issue will become undersusbcribed after considering the number of shares applied as per the entitlement plus additional shares. The undersubscribed portion can be applied for only after the close of the Issue. Tata Sons Limited (Promoter) either by itself or through its associated Tata companies and Tata Investment Corporation Limited (one of the Promoter Group Company) either by itself or through its associated Tata companies have undertaken to subscribe to such unsubscribed portion if the issue doesnot have subscription to the extent of 90% of the Issue size, after considering the above allotment, to ensure that the Issue is successful. This acquisition of additional Equity Shares, if allotted to Tata Sons Limited, Tata Investment Corporation Limited and their associated Tata companies shall be in terms of proviso to regulation 3(1)(b)(ii) of the Takeover Code and will be exempt from the applicability of regulation 11 and 12 of Takeover Code. This disclosure is made in terms of the requirement of Regulation 3(1)(b)(ii) of the Takeover Code. Further this acquisition will not result in change of control of management of our Company.

For further details please refer to section titled "Basis of Allotment" beginning on page 220 of this Letter of Offer.

212 Offer to Non-Resident Equity Shareholders/Applicants As per Regulation 6 of Notification No. FEMA 20/2000-RB dated May 3, 2000, the RBI has given general permission to Indian companies to issue rights shares to non-resident shareholders including additional shares. Applications received from NRIs and non-residents for allotment of Equity Shares shall be inter alia, subject to the conditions imposed from time to time by the RBI under the Foreign Exchange Management Act, 1999 (FEMA) in the matter of refund of application moneys, allotment of Equity Shares, issue of letter of allotment / notification No. FEMA 20/2000-RB dated May 3, 2000. The rights shares purchased by non-residents shall be subject to the same conditions including restrictions in regard to the repatriability as are applicable to the existing Equity Shares against which the new Equity Shares are issued pursuant to this Issue. By virtue of Circular No. 14 dated September 16, 2003 issued by the RBI, overseas corporate bodies ("OCBs") have been derecognized as an eligible class of investors and the RBI has subsequently issued the Foreign Exchange Management (Withdrawal of General Permission to Overseas Corporate Bodies (OCBs)) Regulations, 2003. Further, the RBI in its Master Circular dated July 1, 2005 has stated that OCBs are not permitted to subscribe to equity shares of Indian companies on rights basis under the automatic route. OCBs shall not be eligible to subscribe to the Equity Shares pursuant to this Letter of Offer unless they obtain the prior approval of the RBI in this regard. Thus, OCBs desirous of participating in this Issue must obtain prior approval from the RBI. On providing such approval to our Company at its registered office, the OCB shall be entitled to receive the Letter of Offer and the CAF. Letter of offer and CAF shall be dispatched to non-resident Equity Shareholders in India only. No Offer in the United States The Equity Shares of our Company are not registered under the United States Securities Act of 1933, as amended. The rights referred to in this Letter of Offer are being offered in India but not in the United States of America. The offering to which this Letter of Offer relates is not, and under no circumstances is to be construed as, an offering of any shares or rights for sale in the United States of America, or the territories or possessions thereof, or as a solicitation therein of an offer to buy any of the said shares or rights. Accordingly, this Letter of Offer should not be forwarded to or transmitted in or into the United States of America at any time. Our Company will not accept subscriptions from any person, or his agent, who appears to be, or who our Company has reason to believe is, a resident of the United States of America and to whom an offer, if made, would result in requiring registration of this Letter of Offer with the United States Securities and Exchange Commission. Procedure for Application The CAF would be printed in black ink for all Equity Shareholders. In case the original CAF is not received by the applicant or is misplaced by the applicant, the applicant may request the Registrars to the Issue, for issue of a duplicate CAF, by furnishing the registered folio number, DP ID Number, Client ID Number and their full name and address. Non- resident shareholders may obtain a copy of the CAF from the Registrars to the Issue, from their office located at C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup West, Mumbai 400 078, India by furnishing the registered folio number, DP ID number, Client ID number and their full name and address. Equity Shares offered to you pursuant to this Issue may be renounced, either in full or in part, in favour of any other person or persons. Such renouncees can only be Indian nationals/ limited companies incorporated under and governed by the Act, statutory corporations/institutions, trusts (unless registered under the Indian Trust Act), minors (through their legal guardians), societies (unless registered under the Societies Registration Act, 1860 or any other applicable laws) provided that such trust/society is authorised under its constitution/bye laws to hold equity shares in a company and cannot be a partnership firm, more than three persons including joint-holders, HUF, foreign nationals (unless approved by RBI or other relevant authorities) or to any person situated or having jurisdiction where the offering in terms of this Letter of Offer could be illegal or require compliance with securities laws Acceptance of the Issue You may accept the Issue and apply for the Equity Shares offered, either in full or in part, by filling Part A of the enclosed CAF and submit the same along with the Application Money payable to the Bankers to the Issue or any of the branches as mentioned on the reverse of the CAF before the close of the banking hours on or before the Issue Closing Date or such extended time as may be specified by the Board of Directors of our Company in this regard. Applicants at centers not covered by the branches of collecting banks can send their CAF together with the cheque /demand draft net of bank

213 TRENT LIMITED and postal charges payable at Mumbai to the Registrar to the Issue by registered post. Such applications sent to anyone other than the Registrar to the Issue are liable to be rejected. Option available to the Equity Shareholders The Composite Application Form clearly indicates the number of Equity Shares that the Equity Shareholder is entitled to. If the Equity Shareholder applies for an investment in Equity Shares, then he can:  Apply for his entitlement in part;  Apply for his entitlement in part and renounce the other part;  Apply for his entitlement in full;  Apply for his entitlement in full and apply for additional Equity Shares. Renouncees for Equity Shares can apply for the Equity Shares renounced to them and also apply for additional Equity Shares. Additional Equity Shares You are eligible to apply for additional Equity Shares over and above the number of Equity Shares you are entitled to, provided that you have applied for all the Equity Shares offered without renouncing them in whole or in part in favour of any other person(s). If you desire to apply for additional Equity Shares, please indicate your requirement in the place provided for additional shares in Part A of the CAF. Applications for additional Equity Shares shall be considered and allotment shall be made at the sole discretion of the Board, in consultation if necessary with the Designated Stock Exchange and in the manner prescribed under the section entitled 'Basis of Allotment' beginning on page 220 of this Letter of Offer. This allotment of additional equity shares will be made on an equitable basis with reference to the number of shares held by you on the Record Date. The renouncees applying for all the Equity Shares renounced in their favour may also apply for additional Equity Shares. Renunciation This Issue includes a right exercisable by you to renounce the Equity Shares offered to you either in full or in part in favour of any other person or persons. Renouncees can only be Indian Nationals (including minor through their natural/ legal guardian)/limited companies incorporated under and governed by the Act, statutory corporations/institutions, trusts (registered under the Indian Trust Act), societies (registered under the Societies Registration Act, 1860 or any other applicable laws) provided that such trust/society is authorised under its constitution/bye laws to hold equity shares in a company and cannot be a partnership firm, foreign nationals or nominees of any of them (unless approved by RBI or other relevant authorities) or to any person situated or having jurisdiction where the offering in terms of this Letter of Offer could be illegal or require compliance with securities laws of such jurisdiction or any other persons not approved by the Board. Any renunciation from Resident Indian Shareholder(s) to Non-Resident Indian(s) or from Non-Resident Indian Shareholder(s) to other Non-Resident Indian(s) or from Non-Resident Indian Shareholder(s) to Resident Indian(s) is subject to the renouncer(s)/renouncee(s) obtaining the approval of the FIPB and/ or necessary permission of the RBI under the Foreign Exchange Management Act, 1999 (FEMA) and other applicable laws and such permissions should be attached to the CAF. Applications not accompanied by the aforesaid approval are liable to be rejected. By virtue of the Circular No. 14 dated September 16, 2003 issued by the RBI, Overseas Corporate Bodies ("OCBs") have been derecognized as an eligible class of investors and the RBI has subsequently issued the Foreign Exchange Management (Withdrawal of General Permission to Overseas Corporate Bodies (OCBs)) Regulations, 2003. Accordingly, the existing Equity Shareholders of our Company who do not wish to subscribe to the Equity Shares being offered but wish to renounce the same in favour of renouncees shall not renounce the same (whether for consideration or otherwise) in favour of OCB(s). Your attention is drawn to the fact that our Company shall not allot and/or register any Equity Shares in favour of:  More than three persons in case of joint holders;  Partnership firm(s) or their nominee(s);

214  Minors;  Hindu Undivided Family;  Any trust or society (unless the same is registered under the Societies Registration Act, 1860 or the Trusts Act, 1882, as applicable, and is authorized under its constitution to hold shares of a company); Part A of the CAF must not be used by any person(s) other than those in whose favour this offer has been made. If used, this will render the application invalid. Submission of the enclosed CAF to the Banker to the Issue at its collecting branches specified on the reverse of the CAF with the form of renunciation (Part B of the CAF) duly filled in shall be conclusive evidence for our Company of the person(s) applying for Equity Shares in Part 'C' of the CAF to receive allotment of such Equity Shares. The renouncees applying for all the Equity Shares renounced in their favour may also apply for additional Equity Shares. Part 'A' of the CAF must not be used by the renouncee(s) as this will render the application invalid. Renouncee(s) will have no further right to renounce any Equity Shares in favour of any other person. Procedure for renunciation To renounce all the Equity Shares offered to a shareholder in favour of one renouncee If you wish to renounce the Equity Shares offered pursuant to this Issue and as indicated in Part 'A' of the CAF, in whole, please complete Part 'B' of the CAF. In case of joint holding, all joint holders must sign Part 'B' of the CAF. The person in whose favour renunciation has been made should complete and sign Part 'C' of the CAF. In case of joint renouncees, all joint renouncees must sign Part 'C' of the CAF. To renounce in part or to renounce the whole to more than one person(s) If you wish to either accept the Equity Shares offered pursuant to this Issue in part and renounce the balance Equity Shares or renounce all the Equity Shares offered pursuant to this Issue in favour of two or more renouncees, the CAF must be first split into the requisite number of forms. Please indicate your requirement of split forms in the space provided for this purpose in Part 'D' of the CAF and return the entire CAF to the Registrar to the Issue so as to reach them latest by the close of business hours on the last date of receiving requests for split forms. On receipt of the required number of split forms from the Registrar, the procedure as mentioned in paragraph above shall have to be followed. In case the signature of the Equity Shareholder(s), who has renounced the Equity Shares, does not agree with the specimen registered with our Company, the application is liable to be rejected. Renouncee(s) The person(s) in whose favour the Equity Shares are renounced should fill in and sign Part 'C' of the Application Form and submit the entire Application Form to the Bankers to the Issue on or before the Issue Closing Date along with the application money in full. Change and/ or introduction of additional holders If you wish to apply for Equity Shares jointly with any other person(s), not more than three, who is/are not already a joint holder with you, it shall amount to renunciation and the procedure as stated above for renunciation shall have to be followed. Even a change in the sequence of the name of joint holders shall amount to renunciation and the procedure, as stated above shall have to be followed. Please note that:  Part 'A' of the CAF must not be used by any person(s) other than the Equity Shareholder to whom this Letter of Offer has been addressed. If used, this will render the application invalid.  Request by the applicant for the split application form should reach the Registrar to the Issue on or before June 12, 2007.  Only the Equity Shareholder to whom this Letter of Offer has been addressed shall be entitled to renounce and to apply for split application forms. Forms once split cannot be split further.  Split form(s) will be sent to the applicant(s) by post at the applicant's risk.

215 TRENT LIMITED

How to Apply Resident Equity Shareholders Applications should be made by filling in the enclosed CAF provided by our Company. The enclosed CAF should be completed in all respects, as explained in the instructions indicated in the CAF. Applications will not be accepted by the Manager or by the Registrar to the Issue or by our Company at any offices except for postal applications as per instructions given elsewhere in the Letter of Offer. The CAF consists of four parts: Part A: Form for accepting the Equity Shares offered and for applying for additional Equity Shares Part B: Form for renunciation Part C: Form for application for renouncees Part D: Form for request for split application forms Non-resident Equity Shareholders Applications received from the non-resident Equity Shareholders for the allotment of Equity Shares pursuant to this Issue shall, inter alia, be subject to the conditions as may be imposed from time to time by the RBI, in the matter of refund of application moneys, allotment of Equity Shares, issue of letters of allotment/ certificates/ payment of dividends etc. This Letter of Offer and the enclosed CAF shall be dispatched to non-resident Equity Shareholders in India only. Mutual Funds A separate application can be made in respect of each scheme of an Indian mutual fund registered with the SEBI and such applications shall not be treated as multiple applications. The applications made by asset management companies or custodians of a mutual fund should clearly indicate the name of the concerned scheme for which the application is being made. The summary of options available to the Equity Shareholder is presented below. You may exercise any of the following options with regard to the Equity Shares offered, using the enclosed CAF: Option Option Available Action Required A. Accept whole or part of your Fill in and sign Part A (All joint holders must sign) entitlement without renouncing the balance. B. Accept your entitlement in full and Fill in and sign Part A including Block III relating to the acceptance of apply for additional Equity Shares entitlement and Block IV relating to additional Equity Shares (All joint holders must sign) C. Accept only a part of your Fill and sign Part A of the CAF. entitlement of the Equity Shares offered to you (without renouncing the balance) D. Renounce your entitlement in full Fill in and sign Part B (all joint holders must sign) indicating the to one person (Joint renouncees number of Equity Shares renounced and hand over the entire CAF to not exceeding three are the renouncee. The renouncees must fill in and sign Part C of the considered as one renouncee). CAF (All joint renouncees must sign) E. 1. Accept a part of your entitlement and renounce the balance to one or more renouncee(s) OR

216 Option Option Available Action Required 2. Renounce your entitlement to Fill in and sign Part D (all joint holders must sign) requesting for all the Equity Shares offered to Split Application Forms. Send the CAF to the Registrar to the Issue you to more than one renouncee so as to reach them on or before the last date for receiving requests for Split Forms. Splitting will be permitted only once. On receipt of the Split Form take action as indicated below. (i) For the Equity Shares you wish to accept, if any, fill in and sign Part A of one split CAF (only for option 1). (ii) For the Equity Shares you wish to renounce, fill in and sign Part B indicating the number of Equity Shares renounced and hand over the split CAF to the renouncees. (iii) Each of the renouncees should fill in and sign Part C for the Equity Shares accepted by them. F. Introduce a joint holder or change This will be treated as a renunciation. Fill in and sign Part B and the the sequence of joint holders renouncees must fill in and sign Part C. Applications for Equity Shares should be made only by way of the CAF, which is provided by our Company. The CAF should be completed in all respects as explained under the head "GENERAL INSTRUCTIONS" indicated on the reverse of the CAF before submission to the Banker to the Issue at its collecting branches mentioned on the reverse of the CAF on or before June 27, 2007. Non-resident shareholders/renouncees should forward their applications to the Bankers to the Issue as mentioned in the CAF for non-resident Equity Shareholders. No part of the CAF should be detached under any circumstances. Applicants must provide information in the CAF as to their savings / current / NRE / NRO / FCNR bank account and the name of the bank with whom such account is held to enable the Registrar to print the said details in the refund orders after the name of the payees. For applicants residing at places other than designated Bank Collecting branches. Applicants residing at places other than the cities where the collection centres have been opened should send their completed CAF by registered post/speed post to the Registrars to the Issue, Intime Spectrum Registry Limited, alongwith bank drafts payable at Mumbai net of demand draft and postal charges in favour of "Trent Limited Rights Issue 2007" crossed "A/c Payee only" so that the same are received on or before closure of the Issue (i.e. June 27, 2007). Our Company will not be liable for any postal delays and applications received through mail after the closure of the Issue, are liable to be rejected and returned to the applicants. Applications by mail should not be sent in any other manner except as mentioned below. All application forms duly completed together with cash/ cheque/demand draft for the application money must be submitted before the close of the subscription list to the Bankers to the Issue named herein or to any of its branches mentioned on the reverse of the CAF. The CAF alongwith application money must not be sent to our Company or the Lead Manager to the Issue or the Registrars to the Issue except as mentioned above. The applicants are requested to strictly adhere to these instructions. Failure to do so could result in the application being liable to be rejected by our Company, the Lead Manager and the Registrars not having any liabilities to such applicants. Availability of duplicate CAF In case the original CAF is not received, or is misplaced by the applicant, the Registrar to the Issue will issue a duplicate CAF on the request of the applicant who should furnish the registered folio number/ DP and Client ID number and his/ her full name and address to the Registrar to the Issue. Please note that those who are making the application in the duplicate form should not utilize the CAF for any purpose including renunciation, even if it is received/ found subsequently. Thus, in case the original and duplicate CAFs are lodged for subscription, allotment will be made on the basis of the duplicate CAF and the original CAF will be ignored.

217 TRENT LIMITED

Application on Plain Paper An Equity Shareholder who has neither received the original CAF nor is in a position to obtain the duplicate CAF may make an application to subscribe to the Issue on plain paper, along with a demand draft payable at Mumbai net of bank and postal charges, which should be drawn in favour of "Trent Limited Rights Issue 2007" in case of resident shareholders and non-resident shareholders applying on non-repatriable basis and in favour of "Trent Limited Rights Issue 2007 NR" in case of non-resident shareholders applying on repatriable basis, and send the same by registered post directly to the Registrar to the Issue so as to reach them on or before the closure of the Issue. The envelope should be superscribed "Trent Limited Rights Issue 2007" in case of resident shareholders and non-resident shareholders applying on non- repatriable basis and in favour of "Trent Limited Rights Issue 2007 NR" in case of non-resident shareholders applying on repatriable basis. The application on plain paper, duly signed by the applicants including joint holders, in the same form as per specimen recorded with our Company, must reach the office of the Registrar to the Issue before the Issue Closing Date and should contain the following particulars:  Name of Issuer, being Trent Limited.  Name and address of the Equity Shareholder including joint holders  Registered Folio Number/ DP ID No. and Client ID No  Number of shares held as on the Record Date  Certificate numbers and distinctive numbers, if held in physical form.  Number of Rights Equity Shares entitled  Number of Rights Equity Shares applied for  Number of additional Equity Shares applied for, if any  Total number of Equity Shares applied for  Total amount paid on application at the rate of Rs. 500 per Equity Share  Particulars of cheque/demand draft  Savings/Current Account Number and name and address of the bank where the Equity Shareholder will be depositing the refund order  PAN/GIR number, Income Tax Circle/Ward/District, photocopy of the PAN card/ PAN communication / Form 60 / Form 61 declaration where the application is for Equity Shares of a total value of Rs.50,000 or more for the applicant and for each applicant in case of joint names  Signature of Equity Shareholders to appear in the same sequence and order as they appear in the records of our Company Please note that those who are making the application otherwise than on the CAF shall not be entitled to renounce their rights and should not utilize the CAF for any purpose including renunciation even if it is received subsequently. If the applicant violates any of these requirements, he/she shall face the risk of rejection of both the applications. Our Company shall refund such application amount to the applicant without any interest thereon. Last date of Application The last date for submission of the duly filled in CAF is June 27, 2007. The Issue will be kept open for a minimum of 30 (thirty) days and the Board or any committee thereof will have the right to extend the said date for such period as it may determine from time to time but not exceeding 60 (sixty) days from the Issue Opening Date. If the CAF together with the amount payable is not received by the Banker to the Issue/ Registrar to the Issue on or before the close of banking hours on the aforesaid last date or such date as may be extended by the Board/ Committee of Directors, the offer contained in this Letter of Offer shall be deemed to have been declined and the Board/ Committee of Directors shall be at liberty to dispose off the Equity Shares hereby offered, as provided under the section "Basis of Allotment".

218 INVESTORS MAY PLEASE NOTE THAT THE EQUITY SHARES OF OUR COMPANY CAN BE TRADED ON THE STOCK EXCHANGES ONLY IN DEMATERIALIZED FORM. Mode of payment for Resident Equity Shareholders/ Applicants  All cheques / drafts accompanying the CAF should be drawn in favour of "Trent Limited Rights Issue 2007" and marked 'A/c Payee only'  Applicants residing at places other than places where the bank collection centres have been opened by our Company for collecting applications, are requested to send their applications together with a demand draft of an amount (net of bank and postal charges), equivalent to the full amount of the application money favouring "Trent Limited Rights Issue 2007" and marked 'A/c Payee only' payable at Mumbai directly to the Registrar to the Issue by registered post so as to reach them on or before the Issue Closing Date. Our Company or the Registrar to the Issue will not be responsible for postal delays or loss of applications in transit, if any. Mode of payment for Non-Resident Equity Shareholders/ Applicants As regards the application by non-resident equity shareholders, the following further conditions shall apply: Payment by non-residents must be made by demand draft / cheque payable at Mumbai or funds remitted from abroad in any of the following ways: Application with repatriation benefits Payment by NRIs/ FIIs/ foreign investors must be made by demand draft/cheque payable at Mumbai or funds remitted from abroad in any of the following ways:  By Indian Rupee drafts purchased from abroad and payable at Mumbai or funds remitted from abroad (submitted along with Foreign Inward Remittance Certificate); or  By cheque / draft on a Non-Resident External Account (NRE) or FCNR Account maintained in Mumbai; or  By Rupee draft purchased by debit to NRE/FCNR Account maintained elsewhere in India and payable in Mumbai; or  FIIs registered with SEBI must remit funds from special non-resident rupee deposit account.  All cheques/drafts submitted by non-residents applying on repatriable basis should be drawn in favour of "Trent Limited Rights Issue 2007 NR" payable at Mumbai and crossed 'A/c Payee only' for the amount payable. A separate cheque or bank draft must accompany each application form. Applicants may note that where payment is made by drafts purchased from NRE/FCNR accounts as the case may be, an account debit certificate from the bank issuing the draft confirming that the draft has been issued by debiting the NRE/FCNR account should be enclosed with the CAF. In the absence of the above the application shall be considered incomplete and is liable to be rejected. In the case of non-residents who remit their application money from funds held in FCNR/NRE Accounts, refunds and other disbursements, if any shall be credited to such account details of which should be furnished in the appropriate columns in the CAF. In the case of NRIs who remit their application money through Indian Rupee Drafts from abroad, refunds and other disbursements, if any will be made in US Dollars at the rate of exchange prevailing at such time subject to the permission of RBI. Our Company will not be liable for any loss on account of exchange rate fluctuation for converting the Rupee amount into US Dollars or for collection charges charged by the applicant's bankers. Application without repatriation benefits As far as non-residents holding shares on non-repatriation basis are concerned, in addition to the modes specified above, payment may also be made by way of cheque drawn on Non-Resident (Ordinary) Account maintained in Mumbai or Rupee Draft purchased out of NRO Account maintained elsewhere in India but payable at Mumbai. In such cases, the allotment of Equity Shares will be on non-repatriation basis. All cheques/drafts submitted by non-residents applying on non-repatriation basis should be drawn in favour of "Trent Limited Rights Issue 2007 NR" payable at Mumbai and must be crossed 'A/c Payee only' for the amount payable. The

219 TRENT LIMITED

CAF duly completed together with the amount payable on application must be deposited with the Collecting Bank indicated on the reverse of the CAF before the close of banking hours on or before the Issue Closing Date. A separate cheque or bank draft must accompany each CAF. If the payment is made by a draft purchased from an NRO account, an Account Debit Certificate from the bank issuing the draft, confirming that the draft has been issued by debiting the NRO account, should be enclosed with the CAF. In the absence of the above, the application shall be considered incomplete and is liable to be rejected. New demat account shall be opened for holders who have had a change in status from resident Indian to NRI. Note:  In case where repatriation benefit is available, interest, dividend, sales proceeds derived from the investment in Equity Shares can be remitted outside India, subject to tax, as applicable according to Income Tax Act, 1961.  In case Equity Shares are allotted on non-repatriation basis, the dividend and sale proceeds of the Equity Shares cannot be remitted outside India.  The CAF duly completed together with the amount payable on application must be deposited with the Collecting Bank indicated on the reverse of the CAF before the close of banking hours on or before the Issue Closing Date. A separate cheque or bank draft must accompany each CAF.  In case of an application received from non-residents, allotment, refunds and other distribution, if any, will be made in accordance with the guidelines/ rules prescribed by RBI as applicable at the time of making such allotment, remittance and subject to necessary approvals. Payment by Stockinvest In terms of RBI Circular DBOD No. FSC BC 42/24.47.00/2003- 04 dated November 5, 2003, the stockinvest scheme has been withdrawn with immediate effect. Hence, payment through stockinvest would not be accepted in this Issue. Basis of Allotment The Basis of Allotment shall be finalized in consultation with the Designated Stock Exchange in the following order of priority: (a) Full allotment to those Equity Shareholders who have applied for their rights entitlement either in full or in part and also to the renouncee(s) who has/ have applied for Equity Shares renounced in their favour, either in full or in part. (b) If the shareholding of any of the Equity Shareholders is less than five or is not in multiples of five, then the fractional entitlement of such holders for Equity Shares shall be ignored. Shareholders whose fractional entitlements are being ignored would be considered for allotment of one additional share each if they apply for additional share(s). Allotment under this head shall be considered if there are any un-subscribed equity shares after allotment under (a) above. If number of Equity Shares required for allotment under for this head are more than number of shares available after allotment under (a) above, the allotment would be made on a fair and equitable basis in consultation with the Designated Stock Exchange. (c) Allotment to the Equity Shareholders who having applied for all the Equity Shares offered to them as rights and have also applied for additional Equity Shares. The allotment of such additional Equity Shares will be made as far as possible on an equitable basis with reference to the number of Equity Shares held on the Record Date in consultation with the Designated Stock Exchange. (d) Allotment to the renouncees who having applied for all the Equity Shares renounced in their favour have also applied for additional Equity Shares, provided there is surplus remaining after (a) ,(b) and (c) above. (e) Allotment to any other person as the Board may in its absolute discretion deem fit provided there is surplus available after making full allotment under (a), (b), (c) and (d) above. After taking into account allotment to be made under (a) and (b) above, if there is any unsubscribed portion, the same shall be deemed to be 'unsubscribed' for the purpose of regulation 3(1)(b) of the Takeover Code which would be available for allocation under (c), (d) and (e) above. Tata Sons Limited, (promoter of Company) , either by itself or through its associated Tata Companies, and Tata Investment Corporation Limited, either by itself or through its associated

220 Tata Companies, undertake to subscribe, to such unsubscribed portion if the Issue does not have subscription to the extent of 90% of the Issue size, after considering the above allotment, to ensure that the Issue is successful. This acquisition of additional Equity Shares, if allotted to the Tata Sons Limited, Tata Investment Corporation Limited or and its associated Tata companies shall be in terms of proviso to regulation 3(1)(b)(ii) of the Takeover Code and will be exempt from the applicability of regulation 11 and 12 of Takeover Code. This disclosure is made in terms of the requirement of Regulation 3(1)(b) of the Takeover Code. Further, this acquisition of Equity Shares will not result in change of control of management of our Company. Allocation of any additional Equity Shares shall be done by the Board or committee of the Board authorised in this behalf by the Board of our Company, in such manner as they think most beneficial to our Company and the decision of the Board or committee of the Board of our Company in this regard shall be final and binding. In the event of oversubscription, allotment will be made within the overall size of the issue. Allotment to the Promoters of any unsubscribed portion of the Issue, over and above their entitlement shall be done in compliance with Clause 40A of the Listing Agreement and the other applicable laws prevailing at that time. Underwriting The present Issue is not underwritten. Allotment / Refund Our Company will issue and dispatch letters of allotment/ share certificates/ demat credit and/ or letters of regret along with refund order or credit the allotted securities to the respective beneficiary accounts, if any, within a period of six (6) weeks from the Issue Closing Date. If such money is not repaid within eight days from the day our Company becomes liable to pay it, our Company shall pay that money with interest as stipulated under Section 73 of the Act. Applicants residing at 15 centers where clearing houses are managed by the Reserve Bank of India (RBI), will get refunds through ECS only (Electronic Clearing Service) except where applicants are otherwise disclosed as applicable/ eligible to get refunds through direct credit and RTGS. In case of those applicants who have opted to receive their Rights Entitlement in dematerialized form using electronic credit under the depository system, an advice regarding their credit of the Equity Shares shall be given separately. Applicants to whom refunds are made through electronic transfer of funds will be sent a letter through ordinary post intimating them about the mode of credit of refund within a period of six (6) weeks from the Issue Closing Date. In case of those Applicants who have opted to receive their Rights Entitlement in physical form and our Company issues letter of allotment, the corresponding share certificates will be kept ready within three months from the date of allotment thereof or such extended time as may be approved by the Company Law Board under Section 113 of the Companies Act or other applicable provisions, if any. Allottees are requested to preserve such letters of allotment, which would be exchanged later for the share certificates. For more information please refer to the section titled 'Letters of Allotment/ Share Certificates/ Demat Credit' beginning on page 222 of this Letter of Offer. The letter of allotment / refund order exceeding Rs.1,500 would be sent by registered post/speed post to the sole/first applicant's registered address. Refund orders up to the value of Rs.1,500 would be sent under certificate of posting. Such refund orders would be payable at par at all places where the applications were originally accepted. The same would be marked 'Account Payee only' and would be drawn in favour of the sole/first applicant. Adequate funds would be made available to the Registrar to the Issue for this purpose. As regards allotment/ refund to non-residents, the following further conditions shall apply: In case of non-residents, who remit their application monies from funds held in NRE/ FCNR accounts, refunds and/ or payment of interest/ dividend and other disbursement, if any, shall be credited to such accounts, details of which should be furnished in the CAF. Subject to the approval of the RBI, in case of non-residents, who remit their application monies through Indian Rupee draft purchased from abroad, refund and/ or payment of dividend/ interest and any other disbursement, shall be credited to such accounts (details of which should be furnished in the CAF) and will be made net of bank charges/ commission in US Dollars, at the rate of exchange prevailing at such time. Our Company will not be responsible for any loss on account of exchange fluctuations for converting the Indian Rupee amount into US Dollars. The share certificate(s) will be sent by registered post at the Indian address of the non-resident applicant.

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Payment of Refund Mode of making refunds The payment of refund, if any, in case of over subscription, would be done through various modes in the following order of preference: 1. ECS - Payment of refund would be done through ECS for applicants having an account at any of the following fifteen centres: Ahmedabad, Bangalore, Bhubaneshwar, Kolkata, Chandigarh, Chennai, Guwahati, Hyderabad, Jaipur, Kanpur, Mumbai, Nagpur, New Delhi, Patna and Thiruvananthapuram. This mode of payment of refunds would be subject to availability of complete bank account details including the MICR code as appearing on a cheque leaf, from the Depositories. The payment of refunds is mandatory for applicants having a bank account at any of the abovementioned fifteen centres, except where the applicant, being eligible, opts to receive refund through NEFT, direct credit or RTGS. 2. NEFT (National Electronic Fund Transfer) - Payment of refund shall be undertaken through NEFT wherever the applicants' bank has been assigned the Indian Financial System Code (IFSC), which can be linked to a Magnetic Ink Character Recognition (MICR), if any, available to that particular bank branch. IFSC Code will be obtained from the website of RBI as on a date immediately prior to the date of payment of refund, duly mapped with MICR numbers. Wherever the applicants have registered their nine digit MICR number and their bank account number while opening and operating the demat account, the same will be duly mapped with the IFSC Code of that particular bank branch and the payment of refund will be made to the applicants through this method. 3. Direct Credit - Applicants having bank accounts with the existing bankers of our Company shall be eligible to receive refunds through direct credit. Charges, if any, levied by the relevant bank(s) for the same would be borne by our Company. 4. Applicants having a bank account at any of the abovementioned fifteen centres and whose refund amount exceeds Rs. 1 million, have the option to receive refund through RTGS. Such eligible applicants who indicate their preference to receive refund through RTGS are required to provide the IFSC code in the CAF. In the event the same is not provided, refund shall be made through ECS. Charges, if any, levied by the Refund Bank(s) for the same would be borne by our Company. Charges, if any, levied by the applicant's bank receiving the credit would be borne by the applicant. 5. For all other applicants, including those who have not updated their bank particulars with the MICR code, the refund orders will be despatched under certificate of posting for value up to Rs. 1,500 and through Speed Post/ Registered Post for refund orders of Rs. 1,500 and above. Such refunds will be made by cheques, pay orders or demand drafts drawn in favour of the sole/first applicant and payable at par. Letters of Allotment / Share Certificates / Demat Credit In case our Company issues letters of allotment, the relative share certificates will be dispatched within three months from the date of allotment. Allottees are requested to preserve such letters of allotment (if any) to be exchanged later for share certificates. Export of letters of allotment (if any)/ share certificates/ demat credit to non-resident allottees will be subject to the approval of RBI. Option to receive Equity Shares in Dematerialized Form Applicants to the Equity Shares of our Company issued through this Issue shall be allotted the securities in dematerialised (electronic) form at the option of the applicant. Our Company has entered into an agreement dated November 2, 1999 with CDSL and an agreement dated November 2, 1999 with NSDL, which enables the investors to hold and trade in securities in a dematerialised form, instead of holding the securities in the form of physical certificates. In this Issue, the allottees who have opted to receive Equity Shares in dematerialised form will receive their Equity Shares in the form of an electronic credit to their beneficiary account with a depository participant. The CAF shall contain space for indicating number of shares applied for in dematerialised or physical form or both. Applicants will have to give the relevant particulars for this purpose in the appropriate place in the CAF. Applicants, who do not furnish this information, will be issued the Equity Shares in physical form. No separate applications for Equity Shares in physical and/or dematerialized form should be made. If such applications are made, the application for Equity Shares in physical form will be treated as a multiple application and rejected.

222 The Equity Shares of our Company will be listed on the BSE and NSE. Procedure for availing the facility for allotment of Equity Shares in this Issue in dematerialized form is as under:  Open a beneficiary account with any depository participant (care should be taken that the beneficiary account should carry the name of the holder in the same manner as is exhibited in the records of our Company. In the case of joint holding, the beneficiary account should be opened carrying the names of the holders in the same order as with our Company). In case of applicants having various folios in our Company with different joint holders, the applicant will have to open separate accounts for such holdings. Those Equity Shareholders who have already opened such beneficiary account (s) with depositary participants need not comply with this step.  For Equity Shareholders already holding Equity Shares of our Company in dematerialized form as on the Record Date, the beneficial account number shall be printed on the CAF. For those who open accounts later or those who change their accounts and wish to receive their Equity Shares pursuant to this Issue by way of credit to such account, the necessary details of their beneficiary account should be filled in the space provided in the CAF. It may be noted that the allotment of Equity Shares arising out of this Issue may be made in dematerialized form even if the original Equity Shares of our Company are not dematerialized. Nonetheless, it should be ensured that the depository account is in the name(s) of the Equity Shareholders and the names are in the same order as in the records of our Company. Responsibility for correctness of information (including applicant's age and other details) filled in the CAF vis-à-vis such information with the applicant's depository participant, would rest with the applicant. Applicants should ensure that the names of the applicants and the order in which they appear in CAF should be the same as registered with the applicant's depository participant. If incomplete / incorrect beneficiary account details are given in the CAF, the applicant will be issued the Equity Shares in physical form. The Equity Shares allotted to applicants opting for issue in dematerialized form, would be directly credited to the beneficiary account as given in the CAF after verification. Allotment advice, refund order (if any) would be sent directly to the applicant by the Registrar to the Issue but the applicant's depository participant will provide to him the confirmation of the credit of such Equity Shares to the applicant's depository account. Renouncees will also have to provide the necessary details about their beneficiary account for allotment of Equity Shares pursuant to this Issue. In case these details are incomplete or incorrect, the application is liable to be rejected. General instructions for applicants (a) Please read the instructions printed on the enclosed CAF carefully. (b) Application should be made on the printed CAF, provided by our Company except as mentioned under the head Application on Plain Paper and should be completed in all respects. The CAF found incomplete with regard to any of the particulars required to be given therein, and/ or which are not completed in conformity with the terms of this Letter of Offer are liable to be rejected and the money paid, if any, in respect thereof will be refunded without interest and after deduction of bank commission and other charges, if any. The CAF must be filled in English and the names of all the applicants, details of occupation, address, father's / husband's name must be filled in block letters. (c) The CAF together with cheque / demand draft should be sent to the Bankers to the Issue / Collecting Bank or to the Registrar to the Issue and not to our Company or Lead Manager to the Issue. Applicants residing at places other than cities where the branches of the Bankers to the Issue have been authorised by our Company for collecting applications, will have to make payment by Demand Draft payable at Mumbai and send their application forms to the Registrars to the Issue by REGISTERED POST. If any portion of the CAF is / are detached or separated, such application is liable to be rejected. (d) PAN / GIR Number: Applications for a total value of Rs. 50,000 or more, i.e. where the total number of securities applied for multiplied by the Issue price, is Rs. 50,000 or more the applicant or in the case of application in joint names, each of the applicants, should mention his/ her PAN number allotted under the Income-Tax Act, 1961 and also submit a photocopy of the PAN card(s) or a communication from the Income Tax authority indicating allotment of PAN ("PAN Communication") along with the application for the purpose of verification of the number. Applicants

223 TRENT LIMITED

who do not have PAN are required to provide a declaration in Form 60 / Form 61 prescribed under the I. T. Act along with the application. Application Forms without this photocopy/ PAN Communication/ declaration will be considered incomplete and are liable to be rejected. (e) Bank Account Details: It is mandatory for applicants to provide information as to their savings/current account number and the name of our Company with whom such account is held in the CAF to enable the Registrar to the Issue to print the said details in the refund orders, if any, after the names of the payees. Application not containing such details is liable to be rejected. (f) Payment by cash: The payment against the application should not be effected in cash if the amount to be paid is Rs. 20,000 or more. In case payment is effected in contravention of this, the application may be deemed invalid and the application money will be refunded and no interest will be paid thereon. Payment against the application if made in cash, subject to conditions as mentioned above, should be made only to the Bankers to the Issue. (g) Signatures should be either in English or Hindi or in any other language specified in the Eight Schedule to the Constitution of India. Signatures other than in English or Hindi and thumb impression must be attested by a Notary Public or a Special Executive Magistrate under his/ her official seal. The Equity Shareholders must sign the CAF as per the specimen signature recorded with our Company or depositories. (h) In case of an application under power of attorney or by a body corporate or by a society, a certified true copy of the relevant power of attorney or relevant resolution or authority to the signatory to make the relevant investment under this Issue and to sign the application and a copy of the Memorandum and Articles of Association and / or bye laws of such body corporate or society must be lodged with the Registrar to the Issue giving reference of the serial number of the CAF. In case the above referred documents are already registered with our Company, the same need not be a furnished again. In case these papers are sent to any other entity besides the Registrar to the Issue or are sent after the Issue Closing Date, then the application is liable to be rejected. In no case should these papers be attached to the application submitted to the Bankers to the Issue. (i) In case of joint holders, all joint holders must sign the relevant part of the CAF in the same order and as per the specimen signature(s) recorded with our Company. Further, in case of joint applicants who are renouncees, the number of applicants should not exceed three. In case of joint applicants, reference, if any, will be made in the first applicant's name and all communication will be addressed to the first applicant. (j) Application(s) received from Non-Resident / NRIs, or persons of Indian origin residing abroad for allotment of Equity Shares shall, inter alia, be subject to conditions, as may be imposed from time to time by the RBI under FEMA in the matter of refund of application money, allotment of Equity Shares, subsequent issue and allotment of Equity Shares, interest, export of share certificates, etc. In case a Non-Resident or NRI Equity Shareholder has specific approval from the RBI, in connection with his shareholding, he should enclose a copy of such approval with the CAF. (k) All communication in connection with application for the Equity Shares, including any change in address of the Equity Shareholders should be addressed to the Registrar to the Issue prior to the date of allotment in this Issue quoting the name of the first / sole applicant Equity Shareholder, folio numbers and CAF number. Please note that any intimation for change of address of Equity Shareholders, after the date of allotment, should be sent to the in house, Investor Service Department of our Company, in the case of Equity Shares held in physical form, and to the respective depository participant, in case of Equity Shares held in dematerialized form. (l) Split forms cannot be re-split. (m) Only the person or persons to whom Equity Shares have been offered and not renouncee(s) shall be entitled to obtain split forms. (n) Applicants must write their CAF number at the back of the cheque / demand draft. (o) Only one mode of payment per application should be used. The payment must be either in cash or by cheque / demand draft drawn on any of the banks, including a co-operative bank, which is situated at and is a member or a sub member of the Bankers Clearing House located at the centre indicated on the reverse of the CAF where the application is to be submitted.

224 (p) A separate cheque / draft must accompany each CAF. Outstation cheques / demand drafts or post-dated cheques and postal / money orders will not be accepted and applications accompanied by such cheques / demand drafts / money orders or postal orders will be rejected. The Registrar will not accept payment against application if made in cash. (For payment against application in cash please refer point (f) above) (q) No receipt will be issued for application money received. The Bankers to the Issue / Collecting Bank/ Registrar will acknowledge receipt of the same by stamping and returning the acknowledgment slip at the bottom of the CAF. Grounds For Technical Rejections Applicants are advised to note that applications are liable to be rejected on technical grounds, including the following:  Amount paid does not tally with the amount payable by the applicant;  In case of physical shareholders, bank account details (for refund) are not given;  Age of first applicant not given;  PAN photocopy/ PAN Communication/ Form 60 / Form 61 declaration not given if Application is for Rs. 50,000 or more;  In case of application under power of attorney or by limited companies, corporate, trust, etc., relevant authority documents are not submitted;  If the signature of the existing Equity Shareholder does not match with the one given on the application form and in case of renounces, if the signature does not match with the records available with their depositories;  If the applicant desires to receive the Equity Shares in electronic form and the application form does not have the applicant's depository account details;  Application forms are not submitted by the applicant within the time prescribed as per the application form and the Letter of Offer;  Applications not duly signed by the sole/joint applicants;  Applications by OCBs unless accompanied by specific approval from the RBI permitting the OCBs to participate in the Issue;  Applications accompanied by stockinvest;  In case no corresponding record is available with the Depositories that matches three parameters, namely, names of the applicants (including the order of names of joint holders), the Depositary Participant's identity (DP ID) and the beneficiary's identity;  Applications by ineligible non-residents (including on account of restriction or prohibition under applicable local laws) and where last available address in India has not been provided.  Multiple Applications Disposal of application and application money No acknowledgment will be issued for the application moneys received by our Company. However, the Bankers to the Issue / Registrar to the Issue receiving the CAF will acknowledge its receipt by stamping and returning the acknowledgment slip at the bottom of each CAF. The Board reserves its full, unqualified and absolute right to accept or reject any application, in whole or in part, and in either case without assigning any reason thereto. In case an application is rejected in full, the whole of the application money received will be refunded. Wherever an application is rejected in part, the balance of application money, if any, after adjusting any money due on Equity Shares allotted, will be refunded to the applicant within six (6) weeks from the close of the Issue in accordance with section 73 of the Act. For further instruction, please read the Composite Application Form (CAF) carefully.

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Utilisation of Issue Proceeds The Board of Directors declares that: (i) The funds received against this Issue will be transferred to a separate bank account other than the bank account referred to in sub-section (3) of Section 73 of the Act. (ii) Details of all moneys utilised out of the Issue shall be disclosed under an appropriate separate head in the balance sheet of our Company indicating the purpose for which such moneys have been utilised. (iii) Details of all such unutilised moneys out of the Issue, if any, shall be disclosed under an appropriate separate head in the balance sheet of our Company indicating the form in which such unutilised moneys have been invested. The funds received against this Issue will be kept in a separate bank account. Our Company would have no access to such funds unless it satisfies the Designated Stock Exchange with suitable documentary evidence that the minimum subscription of 90% of the issue has been received. Interest in Case of Delay in Despatch of Allotment Letters/ Refund Orders Our Company will issue and dispatch letters of allotment/ share certificates and/ or letters of regret along with refund order or credit the allotted securities to the respective beneficiary accounts, if any within a period of six weeks from the date of closure of the Issue. If such money is not repaid within 8 days from the day the Company becomes liable to pay it, the Company shall pay that money with interest at the rate of 15% per annum as stipulated under Section 73 of the Act, 1956. Our Company agrees that as far as possible the allotment of the Equity Shares shall be made within thirty (30) days of the closure of Issue. Undertakings by our Company 1. The complaints received in respect of the Issue shall be attended to by our Company expeditiously and satisfactorily. 2. All steps for completion of the necessary formalities for listing and commencement of trading at all stock exchanges where the Equity Shares to be issued pursuant to this Issue are to be listed will be taken within seven (7) working days of finalization of basis of allotment. 3. The funds required for despatch of refund to unsuccessful applicants as per the mode disclosed shall be made available to the Registrar to the Issue by our Company. 4. Where refunds are made through electronic transfer of funds, a suitable communication shall be sent to the investors within 42 days of closure of the Issue giving details of the bank where refunds shall be credited along with the amount and expected date of electronic credit of refund. 5. The certificates of the securities/ refund orders to the non-resident Indians shall be dispatched within the specified time. 6. No further issue of securities affecting equity capital of our Company shall be made till the securities issued/offered through the Issue are listed or till the application moneys are refunded on account of non-listing, etc. 7. Our Company accepts full responsibility for the accuracy of information given in this Letter of Offer and confirms that to best of its knowledge and belief, there are no other facts the omission of which makes any statement made in this Letter of Offer misleading and further confirms that it has made all reasonable enquiries to ascertain such facts. 8. All information shall be made available by the Lead Manager and the Issuer to the Equity Shareholders at large and no selective or additional information would be available for a section of the investors in any manner whatsoever including at road shows, presentations, in research or sales reports etc. The Issuer and Lead Manager shall update the Letter of Offer and keep the investors informed of any material changes till the listing and trading commences.

226 Important  Please read this Letter of Offer carefully before taking any action. The instructions contained in the accompanying CAF are an integral part of the conditions of this Letter of Offer and must be carefully followed; otherwise the application is liable to be rejected.  All enquiries in connection with this Letter of Offer or accompanying CAF and requests for Split Application Forms must be addressed (quoting the Registered Folio Number/ DP and Client ID number, the CAF number and the name of the first Equity Shareholder as mentioned on the CAF and superscribed "Trent Limited Rights Issue 2007" on the envelope) to the Registrar to the Issue at the following address: Intime Spectrum Registry Limited Unit: Trent Limited-Rights Issue C-13, Pannalal Silk Mills Compound, Bhandup (West), Mumbai 400 078, India Tel.: +91 22 2596 0320; Tel.: +91 22 2596 0328 / 29 Email: [email protected] Website : www.intimespectrum.com Contact Person: Mr. Vishwas Attavar  It is to be specifically noted that this Issue of Equity Shares is subject to the section entitled 'Risk Factors' beginning on page vi of this Letter of Offer. Period of Subscription The Issue will be kept open for period of thirty (30) days or for such longer period as our Company may determine, subject to such period not exceeding sixty (60) days.

227 TRENT LIMITED MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION OF OUR COMPANY

SHARE CAPITAL AND VARIATION OF RIGHTS Issue/Allotment/Disposal of Shares Unclassified Shares - Article 6 Any unclassified shares (whether forming part of the original capital or of any increased capital of the Company) may be issued either with the sanction of the Company in General Meeting or by the Directors and upon such terms and conditions and with such rights and privileges annexed thereto as by the General Meeting sanctioning the issue of such shares to be directed and if no such direction be given and in all other cases, as the Directors shall determine and in particular such shares may be issued with a preferential or qualified right to dividends and in distribution of the assets of the Company and with a special or without any right of voting and any preference shares may be issued on the terms that they are or at the option of the Company are to be liable to be redeemed. Shares under the control of the Directors - Article 7 Subject to the provisions of the Act and these Articles, the shares in the capital of the Company for the time being (including any shares forming part of any increased capital of the Company) shall be under the control of the Directors who may issue, allot or otherwise dispose of the same or any of them to such persons, in such proportion and on such terms and conditions and either at a premium or at par or (subject to compliance with the provisions of Section 79 of the Act) at a discount and at such times as they may from time to time think fit and proper, and with full power with the sanction of the Company in General Meeting to give to any person the option to call for or be allotted shares of any class of the Company either at par or at a premium or subject as aforesaid at a discount such option being exercisable at such times and for such consideration as the Directors think fit. Power of General Meeting to offer shares to such persons as the Company may resolve. - Article 8 In addition to and without derogating from the powers for that purpose conferred on the Directors under Articles 6 & 7, the Company in general meeting may determine to issue further shares of the authorised but unissued Capital of the Company and may determine that any shares (whether forming part of the original capital or of any increased capital of the Company) shall be offered to such persons (whether members or holders of debentures of the Company or not) in such proportions and on such terms and conditions and either at a premium or at par or, subject to compliance with the provisions of Section 79 of the Act, at a discount, as such general meeting shall determine and with power to give to any person (whether a member or holder of debentures of the Company or not) the option to call for or be allotted shares of any class of the Company either at a premium or at par or (subject to compliance with the provisions of Section 79 of the Act) at a discount, such option being exercisable at such times and for such consideration as may be directed by such general meeting, or the Company in general meeting may make any other provision whatsoever for the issue, allotment or disposal of any shares. Subject to any direction given by general meeting as aforesaid the provisions of Articles 10 hereof shall apply to any issue of new shares. Increase of capital - Article 9 (1) The Company may from time to time in general meeting increase its share capital by the creation of new shares of such amount as it thinks expedient and alter the conditions of its Memorandum accordingly. (2) Subject to the provisions of the Act, the new shares shall be issued upon such terms and conditions and with such rights and privileges annexed thereto as by the general meeting creating the same shall be directed and if no direction be given as the Directors shall determine; and in particular such shares may be issued with a preferential or qualified right to dividends and in distribution of assets of the Company and any preference shares may be issued on the terms that they are or at the option of the Company are to be liable to be redeemed. Rights of equity shareholders to further issue of capital - Article 10 Where it is proposed to increase the subscribed capital of the Company by allotment of further shares, then such further shares shall be offered to the persons who, at the date of the offer, are holders of the equity shares of the Company, in proportion, as nearly as circumstances admit to the capital paid up on those shares at that date and such offer shall be made in accordance with the provisions of Section 81 of the Act.

228 Provided that not withstanding anything hereinbefore contained, the further shares aforesaid may be offered to any persons, whether or not those persons included the persons, who at the date of the offer, are holders of the equity shares of the Company in any manner whatsoever. (a) If a Special Resolution to that effect is passed by the Company in general meeting, or, (b) where no such Special Resolution is passed, if the votes cast (whether on a show of hands or on a poll as the case may be), in favour of the proposal contained in the Resolution moved in that general meeting (including the casting vote, if any, of the Chairman) by members who, being entitled so to do, vote in person, or where proxies are allowed, by proxy, exceed the votes, if any, cast against the proposal by members so entitled and voting and the Central Government is satisfied on an application made by the Board of Directors in that behalf, that the proposal is most beneficial to the Company. Provision in Case of Redeemable Preference Shares - Article 11 On the issue of redeemable Preference Shares under the provisions of Article 9, the following provisions shall take effect: (a) No such shares shall be redeemed except out the profits of the Company which would otherwise be available for dividend or out of the proceeds of a fresh issue of shares made for the purpose of the redemption ; (b) No such shares shall be redeemed unless they are fully paid; (c) The premium, if any, payable on redemption shall be provided for, out of the profits of the Company or out of the Company's share premium account, before the shares are redeemed; (d) Where any such shares are redeemed otherwise that out of the proceeds of a fresh issue, there shall, out of profits which would otherwise have been available for dividend be transferred to a Reserve Account to be called " The Capital Redemption Reserve Account " a sum equal to the nominal amount of the shares redeemed and the provisions of the Act relating to the reduction of the share capital of a Company shall except as provided under Section 80 of the Act or herein apply as if the Capital Redemption Reserve Account were paid up share capital of the Company. (e) Subject to the provisions of Section 80 of the Act and this Article, the redemption of Preference Shares hereunder may be effected in accordance with the terms and conditions of their issue and failing that in such manner as the Directors may think fit. Buy Back of Shares - Article 13A Notwithstanding anything contained in these Articles, the Board of Directors may, subject to the provisions of Section 77A, 77AA and 77B or other applicable provisions, if any, of the Act, buy-back such of the Company's own shares or securities as it may think necessary on such terms and at such time as the Board may in its discretion decide and deem fit. Reduction of capital - Article 14 The Company may from time to time by Special Resolution reduce its share capital in any way authorised by law and in particular may pay off any paid-up share capital upon the footing that it may be called up again or otherwise and may if and so far as is necessary alter its Memorandum by reducing the amount of its share capital and of its shares accordingly. Consolidation, division and sub-division - Article 15 The Company may in general meeting alter the conditions of its Memorandum as follows: (a) Consolidate and dividend all or any of its share capital into shares of larger amounts than its existing shares. (b) Sub-divide its shares or any of them into shares of smaller amounts than originally fixed by the Memorandum subject nevertheless to the provisions of the Act and of these Articles. (c) Cancel shares which at the date of such general meeting have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled

229 TRENT LIMITED

Power to modify class rights - Article 17 If at any time the share capital by reason of the issue of Preference Shares or otherwise, is divided into different classes of shares, all or any of the rights and privileges attached to each class may, subject to the provisions of Sections 106 and 107 of the Act, and whether or not the Company is being wound up, be varied modified abrogated or dealt with, with the consent in writing of the holders of not less than three-fourths of the issued shares of that class, or with the sanction of a Special Resolution passed at a separate meeting of the holders of the issued shares of that class and all the provisions contained in these Articles as to general meeting (including the provisions relating to quorum at such meeting) shall mutatis mutandis apply to every such meeting. Issue of Shares without voting rights - Article 17A In the event it is permitted by law to issue shares without voting rights attached to them, the Directors may issue such shares upon such terms and conditions and with such rights and privileges annexed thereto as thought fit and as may be permitted by law. Directors may allot shares as fully paid-up - Article 19 Subject to the provisions of the Act and these Articles, the Directors may allot and issue shares in the capital of the Company as payment or part payment for any property sold or transferred, goods or machinery supplied or for services rendered to the Company either in or about the formation or promotion of the Company or the conduct of its business and any shares which may be so allotted may be issued as fully paid-up or partly paid-up otherwise than in cash, and if so issued, shall be deemed to be fully paid-up or partly paid-up shares as aforesaid. Underwriting and Brokerage Commission for placing Shares, Debentures etc. - Article 25 The Company may subject to the provisions of Section 76 and other applicable provisions (if any) of the Act at any time pay a commission to any person in consideration of this subscribing or agreeing to subscribe or his procuring or agreeing to procure subscription whether absolutely or conditionally, for any shares in or debentures of the Company but so that the amount or rate of commission does not exceed in the case of shares 5 persent of the price at which the shares are issued and in the case of debentures 21/2 percent of the price at which the shares are issued and in the case of debentures 21/2 percent of the price at which the debentures are issued. The commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or debentures or partly in the one way and partly in the other. The Company may also on any issue of shares or debentures pay such brokerage as may be lawful. Calls Board may make Calls - Article 29 The Board of Directors may from time to time, but subject to the conditions hereinafter mentioned, make such calls as they think fit upon the members in respect of all moneys unpaid on the shares held by them respectively and not by the conditions of allotment thereof made payable at fixed times and each member shall pay the amount of every call so made on him to the Company or where payable to a person other than the Company to the persons and at the time or times appointed by the Directors. A call may be made payable by installments. Calls on Shares of some class to be made on uniform basis - Article 30 Where after the commencement of the Act, any calls for further share capital are made on shares, such calls shall be made on a uniform basis on all shares falling under the same class. For the purposes of this Article, shares of the same nominal value on which different amounts have been paid up shall not be deemed to fall under the same class. When interest on call or installment payable - Article 35 If the sum payable in respect of any call or instalment be not paid on or before the day appointed for payment thereof the holder for the time being or allottee of the share in respect of which a call have been made or the installment shall be due shall pay interest on the same at such rate not exceeding 18 present per annum as the Directors shall fix from the day appointed for the payment thereof to the time of actual payment but the Directors may waive payment of such interest wholly or in part.

230 Payment in anticipation of calls may carry interest - Article 38 The Directors may, if they think fit, receive from any member willing to advance the same, all or any part of the moneys due upon the shares, held by him beyond the sums actually called for;and upon the moeys so paid in advance or so much thereof as from time to time exceeds the amount of the calls then made upon the shares in respect of which such advance has been made, the Company may pay interest at such rate as the member paying such sum in advance and the Directors agree upon and the Company may at any time repay the amount so advanced upon giving to such member three months notice in writing : Provided that monies paid in advance of calls shall not in respect thereof confer a right to dividend or to participate in the profits of the Company. Forfeiture, Surrender and Lien If call or installment not paid notice must be given - Article 39 If any member fails to apply the whole or any part of any call or installment or any money due in respect of any shares either by way of principal or interest on or before the day appointed for the payment of the same the Directors may at any time thereafter during such time as the call or installment or any part thereof or other moneys remain unpaid or a judgment or decree in respect thereof remains unsatisfied in whole or in part serve a notice on such member or on the person (if any) entitled to the share by transmission requiring him to pay such call or installment or such part thereof or other moneys as remain unpaid together with any interest that may have accrued and all expenses (legal or otherwise) that may have been incurred by the Company by reason of such non-payment In default of payment shares to be forfeited - Article 41 If the requirement of any such notice as aforesaid shall not be complied with, any of the shares in respect of which such notice has been given, may at any time thereafter before payment of all calls or installments, interest and expenses or other moneys due in respect thereof, be forfeited by a resolution of the Directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture. Effect of forfeiture - Article 46 The forfeiture of a share shall involve the extinction at the time of the forfeiture of all interest in and also of all claims and demands against the Company in respect of these rights as by these presents are expressly saved. Surrender of Shares - Article 47 The Directors may subject to the provisions of the Act, accept a surrender of any shares from or by any member desirous of surrendering on such terms as the Directors may think fit. Company's lien on shares - Article 48 The Company shall have a first and paramount lien on all the shares (other than fully paid up shares) registered in the name of each member (whether solely or jointly with others) and upon the proceeds of sale thereof for all monies called or payable at a fixed time in respect of such shares and such lien shall extend to all dividends from time to time declared in respect of such shares. As to enforcing lien by sale - Article 49 For the purpose of enforcing such lien the Directors may sell the shares subject thereto in such manner as they shall think fit, but no sale shall be made until such period as aforesaid shall have arrived and until notice in writing of the intention to sell shall have been served on such member or the person (if any) entitled by transmission to the shares and default shall have been made by him in payment, fulfilment or discharge of such debts, liabilities or engagements for seven days after such notice. To give effect to any such sale, the Board may authorise some person to transfer the shares sold to the purchaser thereof and the purchaser shall be registered as the holder of the shares comprised in any such transfer. Upon any such sale, as aforesaid, the certificates in respect of the shares sold shall stand cancelled and become null and void and of no effect, and the Directors shall be entitled to issue a new certificate or certificates in lieu thereof to the purchaser or purchasers concerned.

231 TRENT LIMITED

Application of proceeds of sale - Article 50 The net proceeds of any such sale after payment of the costs of such sale shall be applied in or towards the satisfaction of the said debts, liabilities or engagements of such member and the residue (if any) paid to such member or the person (if any) entitled to transmission to the shares so sold. Transfer and Transmission of Shares Register of Transfers - Article 53 The Company shall keep a book to be called the " Register of Transfers " and therein shall be fairly and distinctly entered the particulars of every transfer or transmission of any share. Application for Transfer - Article 55 (1) An application for the registration of a transfer of the shares in the Company may be made either by the transferor or the transferee. (2) Where the application is made by the transferor and relates to partly paid shares, the transfer shall not be registered unless the Company gives notice of the application to the transferee and the transferee makes no objection to the transfer within two weeks from the receipt of the notice. For the purpose of sub-clause (2) above, notice to the transferee shall be deemed to have been duly given if it is dispatched by prepaid registered post to the transferee at the address given in the instrument of transfer and shall be deemed to have been delivered in the ordinary course of post. Transfer not to be registered except on production of instrument of transfer - Article 57 The Company shall not register a transfer of shares in the Company unless a proper instrument of transfer duly stamped and executed by or an behalf of the transferor and by or on behalf of the transferee and specifying the name, address and occupation, if any, of the transferee, has been delivered to the Company along with the certificate relating to the shares, or if no such share certificate is in existence, along with the letter of allotment of the shares: Provided that where, on an application in writing made to the Company by the transferee and bearing the stamp required for an instrument of transfer, it is proved to the satisfaction of the Board of Directors that the instrument of transfer signed by or on behalf to the transferor and by or on behalf of the transferee has been lost, the Company may register the transfer on such terms as to indemnity as the Board may think fit, provided further that nothing in this Article shall prejudice any power of the Company to register as shareholder any person to whom the right to any shares in the Company has been transmitted by operation of law. Directors may refuse to register transfer - Article 58 Subject to the provision of Section 111 of the Act, or any statutory modification thereof for the time being to force, the Directors may, at their own absolute and uncontrolled discretion and without assigning any reason, decline to register or acknowledge any transfer of shares and in particular may so decline in any case in which the Company has alien upon the shares or any of them or whilst any moneys in respect of the shares desired to be transferred or any of them remain unpaid or unless the transferee is approved by the Directors and such refusal shall not be affected by the fact that the proposed transferee is already a member. The registration of a transfer shall be conclusive evidence of the approval by the Directors of the transferee. Provided that registration of a transfer shall not be refused on the ground of the transferor being either alone or jointly with any other person or person indebted to the Company on any account whatsoever, except a lien on shares. Transfer by legal representative - Article 60 A transfer of a share in the Company of a deceased member thereof made by the legal representative shall, although the legal representative is not himself the member, be as valid as if he had been a member at the time of the execution of the instrument of transfer. Custody of Transfer - Article 61 The instrument of transfer shall after registration be retained by the Company and shall remain in its custody. All instruments of transfer, which the Directors may decline to register shall on demand be returned to the persons depositing

232 the same. The Directors may cause to be destroyed all transfer deeds lying with the Company for a period of ten years or more. Title to shares of deceased holder - Article 63 The executors or administrators of a deceased member or a holder of a Succession Certificate (not being one of two or more joint holders) shall be the only person whom the Company will be bound to recognise as having any title to the shares registered in the name of such member and the Company shall not bound to recognise such executors or administrators unless such executors or administrators shall have first obtained Probate or Letters of Administration, as the case may be from a duly Constituted Court in India, provided that in any case where the Directors in their absolute discretion think fit, the Directors may dispense with production of Probate or Letters of Administration or Succession Certificate and under the next Article, register the name of any person who claims to be absolutely entitled to the shares standing in the name of a deceased member, as a member. Registration of persons entitled to shares otherwise than by transfer (Transmission clause) - Article 64 Subject to the provisions of the Act and these Articles, any person becoming entitled to any share in consequence of the death, lunacy, bankruptcy or insolvency of any member or by any lawful means other than by a transfer, in accordance with these presents, may, with the consent of the Directors (which they shall not be under any obligation to give) upon producing such evidence that he sustains the character in respect of which he proposes to act under this Article or of his title as the Directors shall require either be registered as a member in respect of such shares or elect to have some person nominated by him and approved by the Directors registered as a member in respect of such shares: Provided nevertheless that if such person shall elect to have his nominee registered, he shall testify his election by executing in favour of his nominee an instrument of transfer in accordance with the provisions herein contained and until he does so he shall not be freed from any liability in respect of such shares. This Clause is herein referred to as the Transmission Clause. Refusal to register nominee - Article 65 Subject to the provisions of the Act and these Articles, the Directors shall have the same right to refuse to register a person entitled by transmission to any shares or his nominee as if he were the transferee in an instrument of transfer presented for registration. Board may require evidence of transmission - Article 66 Every transmission of share shall be verified in such manner as the Directors may require and the Company may refuse to register any such transmission until the same be so verified or until an indemnity be given to the Company with regard to such registration which the Directors at their discretion shall consider sufficient provided nevertheless that there shall not be any obligation on the Company or the Directors to accept any indemnity. The Company not liable for disregard of a notice prohibiting registration of transfer - Article 68 The Company shall incur no liability or responsibility whatever in consequence of their registering or giving effect to any transfer of shares made, or purporting to be made, by any apparent legal owner thereof (as shown or appearing in the Register of Members) to the prejudice of persons having or claiming any equitable right, title or interest to or in the same shares, notwithstanding that the Company may have had notice of such equitable right, title or interest or notice prohibiting registration of such transfer, and may have entered such notice, or referred thereto, in any book of the Company, and the Company shall not be bound or required to regard or attend or give effect to any notice which may be given to them of any equitable right, title or interest to be under any liability whatsoever for refusing or neglecting so to do, though it may have been entered or referred to in some book of the Company; but the Company shall, nevertheless, be at liberty to regard and attend to any such notice and give effect thereto, if the Directors shall so think fit. Conversion of shares into stock Conversion of shares into stock and re-conversion - Article 70A The Company may, by ordinary resolution of the Company in General Meeting - (a) Convert any paid-up shares into stocks; and (b) Re-convert any stock into paid-up shares of any denomination.

233 TRENT LIMITED

Transfer of stock - Article 70B The holders of stock may transfer the same or any part thereof in the same manner as, and subject to the same regulations under which the shares from which the stock arose might before the conversion have been transferred, or as near thereto as circumstances admit; Provided that, the Board may, from time to time, fix the minimum amount of stock transferable, so however that such minimum shall not exceed the nominal amount of the shares from which the stock arose. Rights of stock holders - Article 70C The holders of stock shall, according to the amount of stock held by them have the same rights, privileges and advantages as regards dividends, participation in profits, voting at meetings of the Company, and other matters, as if they held the shares from which the stock arose; but no such privilege or advantage (except dividends, participation in profits of the Company and in the assets on winding up) shall be conferred by an amount of stock which would not, if existing in shares, have conferred that privilege or advantage. Dematerialisation of Securities - Article 71A (1) For the purpose of this Article: 'Beneficial Owner' means a person or persons whose name is recorded as such with a depository 'SEBI' means the Securities & Exchange Board of India' Depository' means a company formed and registered under the Companies Act, 1956, and which has been granted a certificate of registration to act as a depository under the Securities & Exchange Board of India Act, 1992; and 'Security' means such security as may be specified by SEBI from time to time (2) Notwithstanding anything contained in these Articles, the Company shall be entitled to dematerialise its securities and to offer securities in a dematerialised form pursuant to the Depositories Act, 1996 (3) Every person subscribing to securities offered by the Company shall have the option to receive security certificates or to hold the securities with a depository. Such a person who is the beneficial owner of the securities can at any time opt out of a depository. If permitted by the law, in respect of any security in the manner provided by the Depositories Act, and the Company shall, in the manner and within the time prescribed, issue to the beneficial owner the required Certificates of Securities If a person opts to hold his security with a depository, the Company shall intimate such depository the details of allotment of the security, and on receipt of the information, the depository shall enter in its record the name of the allottee as the beneficial owner of the security. (1) All securities held by a depository shall be dematerialised and be in fungible form. Nothing contained in Section 153,153A, 153B, 187B, 187C, 372 and 372A of the Act shall apply to a depository in respect of the securities held by it on behalf of the beneficial owners (2) (a) Notwithstanding anything to the contrary contained in the Act or these Articles, a depository shall be deemed to be registered owner for the purpose of effecting transfer of ownership of security on behalf of the beneficial owner. (b) Save as otherwise provided in (a) above, the depository as the registered owner of the securities shall not have any voting rights or any other rights in respect of the securities held by it. (c) Every person holding securities of the Company and whose name is entered as the beneficial owner in the records of the depository shall be deemed to be a member of the Company. The beneficial owner of securities shall be entitled to all the rights and benefits and be subject to all the liabilities in respect of his securities which are held by the depository (3) Notwithstanding anything in the Act or these Articles to the contrary, where securities are held in a depository, the records of the beneficial ownership may be served by such depository on the Company by means of electronic mode or by delivery of floppies or discs. (4) Nothing contained in Section 108 of the Act or these Articles shall apply to a transfer of securities effected by a transferor and transferee both of whom are entered as beneficial owners in the records of a depository

234 (5) Notwithstanding anything in the Act or these Articles, where securities are dealt with by a depository, the Company shall intimate the details thereof to the depository immediately on allotment of such securities. (6) Nothing contained in the Act or these Articles regarding the necessity of having distinctive numbers for securities issued by the Company shall apply to securities held with a depository (7) The Register and Index of beneficial owners maintained by a depository under the Depositories Act, 1996 shall be deemed to be the Register and Index of Members and Security holders for the purposes of these Articles General Meetings Directors may call Extra-Ordinary General Meetings - Article 81 The Board of Directors may call an Extra-Ordinary General Meeting whenever it thinks fit Proceedings at General Meetings Quorum at General Meeting - Article 90 Five members entitled to vote and present in person shall be a quorum for a General Meeting and no business shall be transacted at any General meeting unless the quorum requisite be present at the commencement of the business. Business at adjourned meetings-Article92 No business shall be transacted at any adjourned meeting other than business which might have been transacted at the meeting from which the adjournment took place Chairman of Directors or a Director to be Chairman of General Meeting - Article 93 The Chairman of the Board of Directors shall, if willing, preside as Chairman, at every General Meeting, whether Ordinary or Extra-Ordinary, but if there be no such Chairman, or in case of his absence or refusal, one of the Directors (If any be present) shall be chosen to be a Chairman of the meeting. Demand for Pol l-Article 98 Before or on the declaration of the result of the voting on any resolution on a show of hands, a poll may be ordered to be taken by the Chairman of the Meeting of his own motion and shall be ordered to be taken by him on a demand made in that behalf by any member or members present in person or by proxy and holding shares in the Company which confer a power to vote on the resolution not being less than one-tenth of the total voting power in respect of the resolution, or on which an aggregate sum of not less that fifty thousand rupees has been paid up. The demand for a poll may be withdrawn at any time by the person or persons who make the demand. Time and manner of taking Poll - Article 99 A poll demanded on any question (other than the election of the Chairman or on a question of adjournment which shall be taken forthwith) shall be taken at such place in Mumbai and at such time not being later than forty-eight hours from the time when the demand was made, as the Chairman may direct. Subject to the provisions of the Act, the Chairman of the meeting shall have the power to regulate the manner in which a poll shall be taken and the result of the poll shall be deemed to be decision of the meeting on the resolution on which the poll was taken. Scrutineers at Poll - Article 100 Where a poll is to be taken, the Chairman of the Meeting shall appoint two scrutineers to scrutinise the votes given on the poll and to report thereon to him. The Chairman shall have power, at any time before the result of the poll is declared, to remove a scrutineer from office and to fill vacancies in the office of scrutineers arising from such removal or from any other cause. Of the two scrutineers appointed under this Article, one shall always be a member (not being an officer or employee of the Company) present at the meeting, provided such a member is available and willing to be appointed Votes of Members Votes may be given by proxy or attorney - Article 108. Subject to the provisions of the Act and of these Articles, votes may be given either personally or by an attorney or by

235 TRENT LIMITED proxy or in the case of a body corporate also by a representative duly authorised under Section 187 of the Act and Article 110. No voting of proxy on show of hands- Article 110 No member not personally present, shall be entitled to vote on a show of hands unless such member is present by attorney or unless such member is a body corporate, present by a representative duly authorised under Section 187 of the Act or by a proxy in which case such attorney or representative or proxy may vote on a shown of hands as if he were a member of the Company. No member to vote unless calls are paid up - Article 112 Subject to the provisions of the Act, no member shall be entitled to be present or to vote at any General Meeting either personally or by proxy or attorney or be reckoned in a quorum whilst any call or other sum shall be due and payable to the Company in respect of any of the shares of such member. Instrument appointing proxy- Article 116 The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof shall be deposited at the office of the Company not less than forty-eight hours before the time for holding the meeting at which the person named in the instrument proposes to vote and in default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of twelve months from the date of its execution except in the case of the adjournment of any meeting first held previously to the expiration of such time. An attorney shall not be entitled to vote unless the power of attorney or other instrument appointing him or notarially certified copy thereof has either been registered in the records of the Company at any time not less than forty-eight hours before the time for holding the meeting at which the attorney proposes to vote or is deposited at the office of the Company not less than forty-eight hours before the time fixed for such meeting as aforesaid. Notwithstanding that a power of attorney or other authority has been registered in the records of the Company, the Company may, by notice in writing addressed to the member or the attorney given at least fourteen days before the meeting, require him to produce the original power of attorney or authority and unless the same is thereon deposited with the Company not less than forty-eight hours before the time fixed for the meeting, the attorney shall not be entitled to vote at such meeting unless the Directors in their absolute discretion excuse such non-production and deposit. Directors Number of Directors - Article 122 Until otherwise determined by a General Meeting, the number of Directors shall not be less than three, nor more than twelve including the Special Director, but excluding the Debenture Director and Director (if any) appointed by any financial institutions. Special Directors - Article 124 During such time as Tata Sons Limited or its nominee and its successors and assigns shall hold not less than 20 per cent of the issued share capital of the Company, it shall have the right from time to time to appoint one person as Director of the Company and to remove him from the office and on vacancy being caused in such office from any cause whether death, removal, retirement or otherwise, it shall have the right to appoint a Director in his place. The Director appointed under this Article is herein referred to as "Special Director" and the term "Special Director" means the Director for the time being in office under this Article. The Special Director shall not be liable to retire by rotation or subject to the provisions of the Act be removed from office except by Tata Sons Limited or its Nominees and its successors as aforesaid. The Special Director shall not be bound to hold any qualification shares. Remuneration to Directors - Article 130 The maximum remuneration of a Director for his services shall be such sum as may be prescribed by the Act or the Central Government from time to time for each meeting of the Board of Directors attended by him. Subject to the limitation provided by the Act, such additional remuneration as may be fixed by the Directors, may be paid to any one or more of the Directors for services rendered by him or them; and the Directors shall be paid such further remuneration (if any) as the Company in General Meeting shall from time to time determine and such additional and further remuneration shall be divided among the Directors in such proportion and manner as the Directors may from time to time determine and in

236 default of such determination within the year equally. Such further remuneration and/or additional remuneration may be by way of salary or commission or dividends, profits or turnover or by participation in profits or by any or all of those modes. Special remuneration to Directors on Company's business or otherwise performing extra services - 132 If any Director, being willing, shall be called upon to perform extra services, or to make any special exertions in going or residing out of Mumbai or otherwise for any of the purposes of the Company, the Company shall subject as aforesaid remunerate such Director either by a fixed sum or by a percentage of profits or otherwise as may be determined by the Directors and such remuneration may be either in addition to or in substitution for his remuneration above provided. Register of contracts in which Directors are interested - Article 136 The Company shall keep one or more registers in which the particulars of all contracts or arrangements shall be entered separately, to which Section 297 or Section 299 of the Act applies, including the following particulars to the extent they are applicable in each case, namely :- a) the date of the contract or arrangement; b) the names of the parties thereto; c) the principal terms and conditions thereof; d) in the case of a contract to which Section 297 of the Act applies or in the case of a contract or arrangement to which sub-section (2) of Section 299 of the Act applies, the date on which it was placed before the Board; e) the names of the Directors voting for and against the contract or arrangement and the names of those remaining neutral. 2) Particulars of every such contract or arrangement to which Section 297 of the Act or, as the case may be, sub- section (2) of Section 299 of the Act applies, shall be entered in the relevant Register aforesaid - a) in the case of a contract or arrangement requiring the Board's approval, within seven days (exclusive of public holidays) of the meeting of the Board at which the contract or arrangement is approved; b) in the case of any other contract or arrangement within seven days of the receipt at the Registered Office of the Company of the particulars of such other contract or arrangement or within thirty days of the date of such other contract or arrangement, whichever is later; and the register shall be placed before the next meeting of the Board and shall then be signed by all the Directors present at the meeting. 3) The Register aforesaid shall also specify in relation to each Director of the Company, the names of the firms and bodies corporate of which notice has been given by him under sub-section (3) of Section 299 of the Act. 4) Nothing in the foregoing Clauses (1), (2) and (3) shall apply to any contract or arrangement for sale purchase or supply of any goods, materials and services, if the value of such goods and materials or cost of such services does not exceed one thousand rupees in the aggregate in any year. Retirement and Rotation of Directors Retirement by Rotation - Article 143 1) Not less than two-thirds of the total number of Directors of the Company shall be persons whose period of office is liable to determination by retirement of Directors by rotation and save as otherwise expressly provided in the Act and these Articles, be appointed by the Company in General Meeting. 2) The remaining Directors shall be appointed in accordance with the provisions of these Articles and the Act.

237 TRENT LIMITED

Proceedings of Board of Directors Meetings of Directors - Article 156 The Directors may meet together as a Board for the dispatch of business from time to time and shall so meet at least once in every three months and atleast four such meetings will be held in every year and they may adjourn and otherwise regulate their meetings and proceedings as they deem fit. The provisions of this Article shall not be deemed to be contravened merely by reason of the fact that a meeting of the Board which had been called in compliance with the terms herein mentioned could not be held for want of a quorum. Powers of Directors General power of Directors - Article 168 1. Subject to the provisions of the Act and these Articles, the Board of Directors of the Company shall be entitled to exercise all such powers and to do all such acts and things as the Company is authorized to exercise and do; provided that the Board shall not exercise any power or do any act or thing which is directed or required whether by the Act or any other Act or by the Memorandum or these Articles or otherwise, to be exercised or done by the Company in General Meeting; provided further that in exercising any such power or doing any such act or thing, the Board shall be subject to the provisions contained in that behalf in the Act or any other Act or in the Memorandum or in these Articles or in any regulations not inconsistent therewith duly made thereunder including regulations made by the Company in General Meeting. 2. No regulation made by the Company in General Meeting shall invalidate any prior act of the Board which would have been valid if that regulation had not been made. Registers, books and Documents Registers, Books and Documents- Article 172 1. The Company shall maintain Registers, Books and Documents as required by the Act or these Articles. 2. The said Registers, Books and Documents shall be maintained in conformity with the applicable provisions of the Act and shall be kept open for inspection by such persons as may be entitled thereto respectively, under the Act, on such days and during such business hours as may, in that behalf, be determined in accordance with the provisions of the Act or these Articles and extracts shall be supplied to the persons entitled thereto in accordance with the provisions of the Act or these Articles. 3. The Company may keep a Foreign Register of Members in accordance with Sections 157 & 158 of the Act. Subject to the provisions of Sections 157 and 158 of the Act, the Directors may from time to time make such provisions as they may think fit in respect of keeping of such Branch Registers of Members and /or Debenture holders. Managing Director and Whole-time Director Remuneration of Managing Director, Whole-time Director - Article 175 The remuneration of a Managing Director or Managing Directors or whole-time Directors (subject to Section 309 and other applicable provisions of the Act and of these Articles and of any contract between him and the Company) shall from time to time be fixed by the Directors, and may be by way of fixed salary, or commission on profits of the Company, or by participation in any such profits, or by any or all of those modes. A Managing Director or whole-time Director shall not receive or be paid any commission on sales or purchases made by or on behalf of the Company. The Seal The Seal - Article 177 The Directors shall provide a Seal for the purposes of the Company and shall have power from time to time destroy the same and substitute a new Seal in lieu thereof, and the Directors shall provide for the safe custody of the Seal for the time being; and the Seal shall never be used except by the authority of the Directors or a Committee of Directors previously given.

238 Seals abroad - Article 179 The Company may exercise the powers conferred by Section 50 of the Act and such powers shall accordingly be vested in the Directors. Dividends Division of profits - Article 180 The Profits of the Company subject to any special rights relating thereto created or authorized to be created by the Memorandum or these Articles and subject to the provisions of these Articles shall be divisible among the members in proportion to the amount of capital paid-up on the shares held by them respectively. Provided always that (subject as aforesaid) any capital paid-up on a share during the period in respect of which a dividend is declared, shall unless the Directors otherwise determine, only entitle the holder of such share to an apportioned amount of such dividend as from the date of payment. Capital paid-up in advance at interest not to earn dividend - Article 181 Where capital is paid-up in advance of calls upon the footing that the same shall carry interest, such capital shall not whilst carrying interest, confer a right to participate in profits. Dividends in proportion to amount paid-up - Article 182 The Company may pay dividends in proportion to the amount paid-up or credited as paid-up on each share, where a larger amount is paid-up or credited as paid-up on some shares than on others Power of Directors to limit Dividend - Article 184 No larger dividend shall be declared than is recommended by the Directors, but the Company in General Meeting may declare a smaller dividend. No dividend shall be payable except out of the profits of the year or any other undistributed profits or otherwise than in accordance with the provisions of Section 205, 206 and 207 of the Act and no dividend shall carry interest as against the Company. The declarations of the Directors as to the amount of the net profits of the Company shall be conclusive. Interim Dividend- Article 185 Subject to the provisions of the Act, the Directors may, from time to time, pay to the members such interim dividends as in their judgement the position of the Company justifies. Dividends, how remitted - Article 189 Unless otherwise directed, any dividend may be paid by cheque or warrant sent through post to the registered address of the member or person entitled, or in case of joint holders to that one of them first named in the register in respect of the joint holding. Every such cheque shall be made payable to the order of the person to whom it is sent. The Company shall not be liable or responsible for any cheque or warrant lost in transmission or for any dividend lost to the member or person entitled thereto by the forged endorsement of any cheque or warrant or the fraudulent or improper recovery thereof by any other means Unclaimed dividends - Article 190 The Company shall comply with the provisions of the law in respect of any unclaimed or unpaid dividends and the unclaimed dividends shall not be forfeited till the claim Dividend and call together set off allowed - Article 191 Any General Meeting declaring a dividend may make a call on the members for such amount as the meeting fixes, but so that the call on each member shall not exceed the dividend payable to him and so that the call be made payable at the same time as the dividend, and the dividend may, if so arranged between the Company and the members, be set off against the calls.

239 TRENT LIMITED

Accounts Books of Account to be kept - Article 194 (1) The Company shall keep at is registered office proper books of account with respect to: a) all sums of money received and expended by the Company and the matters in respect of which the receipt and expenditure take place; b) all sales and purchases of goods by the Company; and c) the assets and liabilities of the Company Provided that all or any of the books of account aforesaid may be kept at such other place in India as the Board of Directors may decide and when the Board of Directors so decides, the Company shall, within seven days of the decision, file with the Registrar a notice in writing giving the full address of that other place. (2 )If the Company shall have a branch office, whether in or outside India, proper books of account relating to the transactions effected in that office shall be kept at that office, and proper summarized returns, made up to the date at intervals of not more than three months, shall be sent by the branch office to the Company at its registered office or other place in India, as the Board thinks fit, where the main books of the Company are kept. (3) All the aforesaid books shall give a fair and true view of the affairs of the Company or its branch office, as the case may be, with respect to the matters aforesaid, and explain its transactions. (4) The Books of Account and other books and papers shall be open to inspection by any Director during the business hours. Winding up Distribution of assets -Article 219 If the company shall be wound up, and the assets available for distribution among the members as such shall be insufficient to repay the whole of the paid up capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the members in the proportion of the capital paid up or which ought to have been paid up at the commencement of the winding up, on the shares held by them respectively. And if in a winding up the assets available for distribution among the members shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed amongst the members in proportion to the capital at the commencement of the winding up, or which ought to have been paid up on the shares held by them respectively. But this Article is to be without prejudice to the rights of the holders of shares issued upon special terms and conditions. Distribution in specie or kind - Article 220 (1) If the Company shall be wound up, whether voluntarily or otherwise, the liquidator may, with the sanction of a special resolution, divide amongst the contributories, in specie or in kind, any part of the assets of the Company and may, with the like sanction, vest any part of the assets of the Company in Trustees upon such trusts for the benefit of the contributories or any of them, as the Liquidator, with the sanction, shall think fit (2) If thought expedient any such division may, subject to the provisions of the Act, be otherwise than in accordance with the legal rights of the contributories (except where unalterably fixed by the Memorandum of Association) and in particular any class may be given preferential or special rights or may be excluded altogether or in part but in case any division otherwise than in accordance with the legal rights of the contributory ho would be prejudiced thereby shall have a right to dissent and ancillary rights as if such determination were a special resolution passed pursuant to section 494 of the Act. (3) In case any shares to be divided as aforesaid involve a liability to calls or otherwise any person entitled under such division to any of the said shares may within ten days after the passing of the special resolution by notice in writing direct the Liquidator to sell his proportion and pay him the proceeds and the Liquidator shall if practicable act accordingly.

240 Indemnity Directors and other rights of Indemnity - Article 223 (a) Subject to the provisions of section 201 of the Act, every Director of the Company, Managing Director, Secretary and other officer or employee of the Company shall be indemnified by the Company against and it shall be the duty of the Directors out of the funds of the Company to pay all costs, losses and expenses which any such Director, managing Director, Secretary or Officer or employee may incur or become liable to by reason of any contract entered into or a deed done by him as such Director, Managing Director, Secretary or Officer or employee or in any way in the discharge of his duties. (b) Subject as aforesaid every Director, Managing Director, Secretary or other Officer or employee of the Company shall be indemnified against any liability incurred by them in defending any proceedings whether civil or criminal in which judgement is given in his favour or in which he is acquired or in connection with any application under section 633 of the Act in which relief is given to him by his Court."

241 TRENT LIMITED MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The following Contract (not being contracts entered in to in the ordinary course of business carried on by our Company or entered into more than two years before the date of this Letter of Offer) which are or may be deemed material have been entered or are to be entered in to by our Company. These Contracts and also the documents for inspection referred to hereunder, may be inspected at the Office of the Company Secretary situated at 2nd Floor, Taj Building,210, Dr. D.N Road, Mumbai, 400001 from 10.00 a.m. to 1.00 p.m., from the date of this Letter of Offer until the date of closure of the Subscription List. A) MATERIAL CONTRACTS 1. Mandate Letter dated January 4, 2007 received from the Company appointing DSP Merrill Lynch Limited to act as Lead Managers to the Issue. 2. Memorandum of Understanding dated February 1, 2007 entered into with the Lead Managers to the Issue. 3. Memorandum of Understanding dated February 19, 2007 entered into with the Registrars to the Issue B) DOCUMENTS 1. Memorandum and Articles of Association of the Company. 2. Certificate of Incorporation of the Company dated December 5, 1952. 3. Fresh Certificate of Incorporation pursuant to the change of name dated June 15, 1999. 4. Resolution of the Members of the Company passed at the Annual General Meeting held on September 3, 2004 appointing Mr. N. N. Tata as Managing Director for a period of five years with effect from June 15, 2004. 5. Resolution of the Board of Directors of the Company passed at the Board Meeting held on June 28, 2006 for revision in the terms of Remuneration of Mr. N. N. Tata, Managing Director 6. Copy of agreement dated September 30, 2004 with Mr. N. N. Tata, Managing Director. 7. Supplemental Agreement dated September 8, 2006 with Mr. N. N. Tata, Managing Director 8. Copy of the resolution passed at the meeting of the Board of Directors held on October 10, 2006 approving this Issue. 9. Consents of the Directors, Company Secretary, Auditors, Lead Manager to the Issue, Bankers to the Issue and Registrars to the Issue, to include their names in the Letter of Offer to act in their respective capacities. 10. Letter dated April 30, 2007 from the Auditors of the Company confirming Tax Benefits as mentioned in this Letter of Offer. 11. The Report of the Auditors, N. M. Raiji & Co. as set out herein dated April 30, 2007. 12. Annual Report of the Company as also that of Subsidiaries (wherever applicable) for the last five financial years. 13. Copies of the initial listing application made to the Stock Exchanges. 14. In-principle approvals from Bombay Stock Exchange Limited vide letter dated February 19, 2007. 15. In-principle approval from National Stock Exchange of India Limited vide letter dated February 28, 2007. 16. Letter No. CFD/DIL/ISSUES/PB/EHM/92311/2007 dated April 27, 2007 issued by the Securities and Exchange Board of India for the Issue. 17. Due Diligence Certificate dated February 2, 2007 from DSP Merrill Lynch Limited 18. Tripartite Agreement dated November 2, 1999 between Trent Limited, Tata Share Registry Limited & NSDL for offering depository option to the investors. 19. Tripartite Agreement dated November 2, 1999 between Trent Limited, Tata Share Registry Limited & CDSL for offering depository option to the investors. 20. Copy of the Letter of Offer dated April 30, 2006 pertaining to we immediately preceeding Rights Issue.

242 DECLARATION

No statements made in this Letter of Offer shall contravene any of the provisions of the Companies Act, 1956 and the rules made thereunder. All the legal requirements connected with the said issue as also the guidelines, instructions etc. issued by SEBI, Government and any other Competent Authority in this behalf have been duly complied with.

Yours faithfully,

For TRENT LIMITED Signed by Directors, Chief Executive Officer and Head, Finance and Accounts

Mr. Farrokh K.Kavarana, Chairman Sd/-

Mr. Noshir A. Soonawala, Director Sd/-

Mr. Bakhtiar S. Bhesania, Director Sd/-

Mr. Aspy D. Cooper, Director Sd/-

Mr. Khushroo N. Suntook, Director Sd/-

Mr. Zubin S. Dubash, Director Sd/-

Mr. Noel N. Tata, Managing Director & CEO Sd/-

Mr. Sudhir W. Kamat, Head, Finance and Accounts Sd/-

Place : Mumbai. Dated : April 30 , 2007

243