UltraTech Cement Limited

					PRIVATE AND CONFIDENTIAL                                                                   (Not for circulation)




                                          UltraTech Cement Limited
                                 (formerly known as UltraTech CemCo Limited)
    Registered Office: B Wing, Ahura Centre, 2nd Floor, Mahakali Caves Road, Andheri (E), Mumbai 400 093
                                       Contact Person- S.K. Chatterjee
                            Phone No. 91-22-5691 7800 Fax No. 91-22-5691 7900
                                    E-Mail: sharesutcl@adityabirla.com

                                  INFORMATION MEMORANDUM
                    FOR ISSUE OF DEBENTURES ON A PRIVATE PLACEMENT BASIS


SHELF INFORMATION MEMORANDUM FOR PRIVATE PLACEMENT OF NCD UPTO AN AMOUNT
OF RS.300 CRORE TO BE ISSUED AT PAR IN ONE OR MORE TRANCHES IN FY 2005-06

                                                    GENERAL RISKS
General Risks: 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
Information Memorandum including the risks involved. The securities have not been recommended or approved by
Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this Information
Memorandum. Special attention of investors is invited to the statement of Risk Factors on page 7 of this Information
Memorandum.
                                      ISSUER’S ABSOLUTE RESPONSIBILITY
Issuer’s Absolute Responsibility: The issuer, having made all reasonable inquiries, accepts responsibility for and
confirms that this Information Memorandum contains all information with regard to the Issuer and the issue, which is
material in the context of the issue, that the information contained in the Information Memorandum 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 make this document as a whole or any of
such information or the expression of any such opinions or intentions misleading in any material respect.

                                               ISSUE SCHEDULE
                                       <to be specified at the time of issue>

                                                 CREDIT RATING
CRISIL has assigned “AA+/ (Stable)” (pronounced “double A plus with stable outlook”) rating to these Debentures.
This rating indicates high degree of safety with regard to timely payment of interest and principal on the instrument.

The rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The
rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be
evaluated independently of any other rating. The ratings obtained are subject to revision at any point of time in the
future. The Rating Agency has a right to suspend, withdraw the rating at any time on the basis of new information etc.

                                                RATING AGENCY
          CRISIL Limited, CRISIL House, 121-122 Andheri-Kurla Road, Andheri (East), Mumbai – 400 093
               Phone No. 91-22 5691 3001 – 09; Fax No. 91 -22 5691 3020; Website: www.crisil.com

                                                      LISTING
   The Debentures shall be listed on “F” Group of The Stock Exchange, Mumbai (BSE) and Wholesale Debt Market
                     (WDM) segment of The National Stock Exchange of India Limited (NSE).

  This Information Memorandum is dated 16 June 2005 and is valid for a period of one year from the said date.
Lead Arranger to the Issue                             Distribution and Placement Agent




Arranger to the Issue                                   CITICORP CAPITAL MARKETS LTD.
Citibank N.A.                                          4th Floor, Citibank Centre,
Citigroup Centre,                                      Plot C-61, Bandra Kurla, Complex
Bandra Kurla Complex,                                  G Block, Bandra (East)
Bandra (East),                                         Mumbai 400 051
Mumbai - 400 051.
Tel. 91-22-26535757; Fax: 91-22-2653 5877/79




REGISTRAR TO THE ISSUE                                 DEBENTURE TRUSTEES


        Sharepro Services

Satam Estate, 3rd Floor, Above Bank of Baroda,         UTI Bank Limited
Cardinal Gracious Road, Chakala, Andheri (East),       Maker Towers, 11th Floor,
Mumbai – 400 099                                       Cuffe Parade,
Tel: 91-22-2821 5168                                   Mumbai 400 005
Fax: 91-22-2837 5646                                   Tel: 91-22-22189106
                                                       Fax: 91-22-22186944
                                                       Sebi Reg.No.: IND000000036




Note: This Information Memorandum of private placement is neither a prospectus nor a statement in lieu of
a prospectus. This is only an information brochure intended for private use and should not be construed to
be a prospectus and/or an invitation to the public for subscription to Debentures under any law for the time
being in force. The company can, at its sole and absolute discretion change the terms of the offer.




                                                                                                          2
                          TABLE OF CONTENTS


1.   DEFINITIONS/ABBREVIATIONS / TERMS USED                   4


2.   DISCLAIMER                                               5


3.   RISK FACTORS                                             8


4.   INTRODUCTION                                             8


5.   ABOUT THE ISSUER                                         14


6.   FINANCIAL STATEMENTS                                     28


7.   LITIGATION & OTHER INFORMATION                           53


8.   OTHER REGULATORY AND STATUTORY DISCLOSURES               54


9.   OFFERING INFORMATION                                     69


10. LIST OF MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION   74


12. APPLICATION FORM                                          76




                                                                   3
DEFINITIONS / ABBREVIATIONS / TERMS USED

Act                                The Companies Act, 1956
Arranger(s)                        Means the Bankers appointed by the Company as Arrangers to
                                   the issue under this Information Memorandum
Articles of Association            The Articles of Association of the Company
Beneficiary / Beneficiaries        Those persons whose names appear on the Beneficiary details
                                   provided by the Depositories (NSDL and/or CDSL) as on the
                                   record date.
Board / Board of Directors         The Board of Directors of the Company or a Committee thereof
BSE                                The Stock Exchange, Mumbai
CDSL                               Central Depository Services (India) Limited
DCA                                Department of Company Affairs, Government of India
Depositories                       National Securities Depository Limited. (NSDL) and Central
                                   Depository Services Limited (CDSL)
DP                                 Depository Participant
FY                                 Financial Year
GOI                                Government of India
Grasim                             Grasim Industries Limited
Information Memorandum /           This Information Memorandum through which the Debentures
Document                           are being offered for private placement
INR/Rs./Rupees                     The lawful currency of the Republic of India
Instrument Holders                 The Debenture Holders are referred to as the “Instrument
                                   Holders”
Investors                          Those institutions/corporations to whom a copy of the
                                   Information Memorandum may be sent, specifically addressed to
                                   such person, with a view to offering the Debentures for sale
                                   (being offered on a private placement basis) under this
                                   Information Memorandum
Issue                              Issue, by the Company, of Secured Redeemable Non-Convertible
                                   Debentures (Debentures) of Rs.                    each (Rupees
                                   ___________Only)        each     for  cash,  aggregating   Rs.
                                   _______________ (Rupees _________________ Only) on a
                                   Private Placement Basis
Memorandum                         Memorandum of Association of UltraTech Cement Limited
NCD / Debenture                    Secured Redeemable Non-Convertible Debentures
NSDL                               National Securities Depository Limited
NSE                                National Stock Exchange of India Limited
SEBI                               Securities and Exchange Board of India
SEBI Private Placement Circulars   SEBI circular no. SEBI/MRD/SE/AT/36/2003/30/09 dated
                                   September 30, 2003 and SEBI circular no. EBI/MRD/SE/AT/46/
                                   2003 dated 22 December 2003
TDS                                Tax Deducted at Source
UltraTech/The Company / Issuer     UltraTech Cement Limited
WDM                                Wholesale Debt Market




                                                                                               4
DISCLAIMER

THIS PRIVATE PLACEMENT INFORMATION MEMORANDUM (HEREINAFTER REFERRED TO
AS THE “INFORMATION MEMORANDUM” IS NEITHER A PROSPECTUS NOR A
STATEMENT IN LIEU OF PROSPECTUS. THE ISSUE OF SECURED REDEEMABLE NON-
CONVERTIBLE DEBENTURES (HEREINAFTER REFERRED TO AS “DEBENTURES”) TO BE
ISSUED AND LISTED ON THE “F” GROUP OF THE STOCK EXCHANGE, MUMBAI (BSE) AND
THE WHOLESALE DEBT MARKET (WDM) SEGMENT OF THE NATIONAL STOCK EXCHANGE
(NSE) IS BEING MADE STRICTLY ON A PRIVATE PLACEMENT BASIS. IT IS NOT INTENDED
TO BE CIRCULATED TO MORE THAN 49 (FORTY-NINE) PERSONS. MULTIPLE COPIES
HEREOF GIVEN TO THE SAME ENTITY SHALL BE DEEMED TO BE GIVEN TO THE SAME
PERSON AND SHALL BE TREATED AS SUCH. IT DOES NOT CONSTITUTE AND SHALL NOT
BE DEEMED TO CONSTITUTE AN OFFER OR AN INVITATION TO SUBSCRIBE TO THE
DEBENTURES TO THE PUBLIC IN GENERAL. APART FROM THIS INFORMATION
MEMORANDUM, NO OFFER DOCUMENT OR PROSPECTUS HAS BEEN PREPARED IN
CONNECTION WITH THE OFFERING OF THIS ISSUE OR IN RELATION TO THE ISSUER NOR IS
SUCH A PROSPECTUS REQUIRED TO BE REGISTERED UNDER THE APPLICABLE LAWS.
ACCORDINGLY, THIS MEMORANDUM HAS NEITHER BEEN DELIVERED FOR REGISTRATION
NOR IS IT INTENDED TO BE REGISTERED.

THIS INFORMATION MEMORANDUM HAS BEEN PREPARED TO PROVIDE GENERAL
INFORMATION ABOUT THE ISSUER TO POTENTIAL INVESTORS TO WHOM IT IS
ADDRESSED AND WHO ARE WILLING AND ELIGIBLE TO SUBSCRIBE TO THE DEBENTURES.
THIS INFORMATION MEMORANDUM DOES NOT PURPORT TO CONTAIN ALL THE
INFORMATION THAT ANY POTENTIAL INVESTOR MAY REQUIRE. NEITHER THIS
INFORMATION MEMORANDUM NOR ANY OTHER INFORMATION SUPPLIED IN
CONNECTION WITH THE DEBENTURES IS INTENDED TO PROVIDE THE BASIS OF ANY
CREDIT OR OTHER EVALUATION AND ANY RECIPIENT OF THIS INFORMATION
MEMORANDUM SHOULD NOT CONSIDER SUCH RECEIPT, A RECOMMENDATION TO
PURCHASE ANY DEBENTURES. EACH INVESTOR CONTEMPLATING THE PURCHASE OF ANY
DEBENTURES SHOULD MAKE ITS OWN INDEPENDENT INVESTIGATION OF THE FINANCIAL
CONDITION AND AFFAIRS OF THE ISSUER, AND ITS OWN APPRAISAL OF THE
CREDITWORTHINESS OF THE ISSUER. POTENTIAL INVESTORS SHOULD CONSULT THEIR
OWN FINANCIAL, LEGAL, TAX AND OTHER PROFESSIONAL ADVISORS AS TO THE RISKS
AND INVESTMENT CONSIDERATIONS ARISING FROM AN INVESTMENT IN THE
DEBENTURES AND SHOULD POSSESS THE APPROPRIATE RESOURCES TO ANALYSE SUCH
INVESTMENT AND THE SUITABILITY OF SUCH INVESTMENT TO SUCH INVESTOR'        S
PARTICULAR CIRCUMSTANCES. IT IS THE RESPONSIBILITY OF POTENTIAL INVESTORS TO
ALSO ENSURE THAT THEY WILL SELL THESE DEBENTURES IN STRICT ACCORDANCE WITH
THIS INFORMATION MEMORANDUM AND OTHER APPLICABLE LAWS, SO THAT THE SALE
DOES NOT CONSTITUTE AN OFFER TO THE PUBLIC WITHIN THE MEANING OF THE
COMPANIES ACT, 1956. NONE OF THE INTERMEDIARIES OR THEIR AGENTS OR ADVISORS
ASSOCIATED WITH THIS ISSUE UNDERTAKE TO REVIEW THE FINANCIAL CONDITION OR
AFFAIRS OF THE ISSUER DURING THE LIFE OF THE ARRANGEMENTS CONTEMPLATED BY
THIS INFORMATION MEMORANDUM OR HAVE ANY RESPONSIBILITY TO ADVISE ANY
INVESTOR OR POTENTIAL INVESTOR IN THE DEBENTURES OR WARRANTS OF ANY
INFORMATION AVAILABLE WITH OR SUBSEQUENTLY COMING TO THE ATTENTION OF
THE INTERMEDIARIES, AGENTS OR ADVISORS.

THE ISSUER CONFIRMS THAT, AS OF THE DATE HEREOF, THIS INFORMATION
MEMORANDUM (INCLUDING THE DOCUMENTS INCORPORATED BY REFERENCE HEREIN,
IF ANY) CONTAINS ALL INFORMATION THAT IS MATERIAL IN THE CONTEXT OF THE ISSUE
AND SALE OF THE DEBENTURES, IS ACCURATE IN ALL MATERIAL RESPECTS AND DOES
NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE ANY
MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS HEREIN THAT WOULD BE IN
THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY ARE MADE, NOT MISLEADING.


                                                                            5
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED OR INCORPORATED BY REFERENCE IN THIS
INFORMATION MEMORANDUM OR IN ANY MATERIAL MADE AVAILABLE BY THE ISSUER
TO ANY POTENTIAL INVESTOR PURSUANT HERETO AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE ISSUER. THE INTERMEDIARIES AND THEIR AGENTS OR ADVISORS
ASSOCIATED WITH THIS ISSUE HAVE NOT SEPARATELY VERIFIED THE INFORMATION
CONTAINED HEREIN. ACCORDINGLY, NO REPRESENTATION, WARRANTY OR
UNDERTAKING, EXPRESS OR IMPLIED, IS MADE AND NO RESPONSIBILITY IS ACCEPTED BY
ANY SUCH INTERMEDIARY AS TO THE ACCURACY OR COMPLETENESS OF THE
INFORMATION CONTAINED IN THIS INFORMATION MEMORANDUM OR ANY OTHER
INFORMATION PROVIDED BY THE ISSUER. ACCORDINGLY, ALL SUCH INTERMEDIARIES
ASSOCIATED WITH THIS ISSUE SHALL HAVE NO LIABILITY IN RELATION TO THE
INFORMATION CONTAINED IN THIS INFORMATION MEMORANDUM OR ANY OTHER
INFORMATION PROVIDED BY THE ISSUER IN CONNECTION WITH THE ISSUE.

THE CONTENTS OF THIS INFORMATION MEMORANDUM ARE INTENDED TO BE USED ONLY
BY THOSE INVESTORS TO WHOM IT IS DISTRIBUTED. IT IS NOT INTENDED FOR
DISTRIBUTION TO ANY OTHER PERSON AND SHOULD NOT BE REPRODUCED BY THE
RECIPIENT.

THE PERSON, TO WHOM A COPY OF THE INFORMATION MEMORANDUM IS SENT, IS ALONE
ENTITLED TO APPLY FOR THE DEBENTURES. NO INVITATION IS BEING MADE TO ANY
PERSONS OTHER THAN THOSE TO WHOM APPLICATION FORMS ALONG WITH THIS
INFORMATION MEMORANDUM HAVE BEEN SENT. ANY APPLICATION BY A PERSON TO
WHOM THE INFORMATION MEMORANDUM AND/OR THE APPLICATION FORM HAS NOT
BEEN SENT BY THE ISSUER SHALL BE REJECTED WITHOUT ASSIGNING ANY REASON.

THE PERSON WHO IS IN RECEIPT OF THIS INFORMATION MEMORANDUM SHALL
MAINTAIN UTMOST CONFIDENTIALITY REGARDING THE CONTENTS OF THIS
INFORMATION MEMORANDUM AND SHALL NOT REPRODUCE OR DISTRIBUTE IN WHOLE
OR PART OR MAKE ANY ANNOUNCEMENT IN PUBLIC OR TO A THIRD PARTY REGARDING
ITS CONTENTS, WITHOUT THE PRIOR WRITTEN CONSENT OF THE ISSUER.

EACH PERSON RECEIVING THIS INFORMATION MEMORANDUM ACKNOWLEDGES
THAT:

SUCH PERSON HAS BEEN AFFORDED AN OPPORTUNITY TO REQUEST AND TO REVIEW AND
HAS RECEIVED ALL ADDITIONAL INFORMATION CONSIDERED BY AN INDIVIDUAL TO BE
NECESSARY TO VERIFY THE ACCURACY OF OR TO SUPPLEMENT THE INFORMATION
HEREIN; AND SUCH PERSON HAS NOT RELIED ON ANY INTERMEDIARY THAT MAY BE
ASSOCIATED WITH ISSUANCE OF THE DEBENTURES IN CONNECTION WITH ITS
INVESTIGATION OF THE ACCURACY OF SUCH INFORMATION OR ITS INVESTMENT
DECISION.

THE ISSUER DOES NOT UNDERTAKE TO UPDATE THE INFORMATION MEMORANDUM TO
REFLECT SUBSEQUENT EVENTS AFTER THE DATE OF THE INFORMATION MEMORANDUM
AND THUS IT SHOULD NOT BE RELIED UPON WITH RESPECT TO SUCH SUBSEQUENT
EVENTS WITHOUT FIRST CONFIRMING ITS ACCURACY WITH THE ISSUER. NEITHER THE
DELIVERY OF THIS INFORMATION MEMORANDUM NOR ANY SALE OF DEBENTURES MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CONSTITUTE A REPRESENTATION OR
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
ISSUER SINCE THE DATE HEREOF.

THIS INFORMATION MEMORANDUM DOES NOT CONSTITUTE, NOR MAY IT BE USED FOR
OR IN CONNECTION WITH, AN OFFER OR SOLICITATION BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR TO ANY



                                                                           6
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION. NO
ACTION IS BEING TAKEN TO PERMIT AN OFFERING OF THE DEBENTURES OR THE
DISTRIBUTION OF THIS INFORMATION MEMORANDUM IN ANY JURISDICTION WHERE
SUCH ACTION IS REQUIRED. THE DISTRIBUTION OF THIS INFORMATION MEMORANDUM
AND THE OFFERING AND SALE OF THE DEBENTURES MAY BE RESTRICTED BY LAW IN
CERTAIN JURISDICTIONS. PERSONS INTO WHOSE POSSESSION THIS INFORMATION
MEMORANDUM COMES ARE REQUIRED TO INFORM THEMSELVES ABOUT AND TO
OBSERVE ANY SUCH RESTRICTIONS.


THE INFORMATION MEMORANDUM IS MADE AVAILABLE TO INVESTORS IN THE
ISSUE ON THE STRICT UNDERSTANDING THAT IT IS CONFIDENTIAL.




                                                                      7
RISK FACTORS AND MANAGEMENT PERCEPTION

The Company is exposed to risks from market fluctuations of foreign exchange and interest rate. Its policy
is to hedge its long-term foreign exchange risk as well as short-term exposures within the defined
parameters. The short-term exposures are covered from time to time. As exports exceed imports, the
Company has suitably hedged the differential exposure.

The Company is also open to interest rate fluctuations on its Rupee denominated borrowings. It uses a
judicious mix of fixed and floating rate debts within the stipulated parameters.

The Company has appropriate internal control systems relating to its areas of operations. Extensive internal
audits supplement the internal control systems with emphasis on efficiency of operations, financial
reporting and compliance with applicable rules and regulations.

INTRODUCTION

SUMMARY

(A)     SUMMARY OF THE INDUSTRY AND BUSINESS OF THE ISSUER COMPANY.

The Company is primarily engaged in the business of manufacture and sale of Cement and Clinker in the
Domestic and International Markets.

The Indian Cement Industry with a capacity of around 125 Million Ton Per Annum (MTPA) is the fourth
largest in the world after China, Japan and USA. However, the per capita consumption in the country is
only around 90 kgs. as compared to the world average of approx. 250 kgs. The Cement Industry is highly
fragmented comprising of more than 50 players operating from more than 125 plants. The Cement Industry
is cyclical and capital intensive.

The Cement Industry witnessed a slow start in the FY 2005 due to change in the Government at the centre;
slow down in infrastructure spending during the transition and adversities of drought like conditions in the
South and West. The subsequent regaining of momentum enabled the industry clock a despatch growth of
7% for the full year. The Cement sector appears to be on a sustainable growth path, given the strong
outlook for the housing sector and the renewed momentum in infrastructure spending.

The cement sector appears to be on a sustainable growth path, given the robust outlook in Government
infrastructure spending. It is expected that the industry would grow at an average 8% annual growth in the
long run. The industry has witnessed consolidation in the recent years which is likely to increase with the
entry of global players.

(B)     OFFERING DETAILS IN BRIEF                    <to be specified at the time of issue>

ISSUE SCHEDULE

This Umbrella Offer Document is dated 16 June 2005 and is valid for a period of one year from the said
date. The Company shall have the sole discretion to issue such number of debentures under different series
on such terms as it may deem fit.




                                                                                                          8
(C)      SUMMARY OF FINANCIAL, OPERATING AND OTHER DATA
                                                                              (In Rs. Crore)
          Particulars                                   2004-2005               2003-2004
          Total Income                                   2703.30                 2310.72
          Interest and Finance Charges                    106.88                  115.01
          Expenses                                       2331.40                 1931.99
          Depreciation                                    221.78                  214.52
          Diminution in the value of investment            76.84                    -
          Provision for Taxation                          -36.45                  10.37
          Profit After Tax (PAT)                           2.85                   38.83

GENERAL INFORMATION:

(A)     UltraTech Cement Limited
        (A Public Limited Company incorporated under the Companies Act, 1956)

Date of Incorporation:     24 August 2000
Registration No. :         11-128420

(UltraTech Cement Limited was incorporated as a public limited company on 24th August 2000, as “L&T
Cement Limited” a 100% Subsidiary of Larsen & Toubro Limited. The name of the Company was changed
to UltraTech CemCo Limited with effect from 19th November 2003. The name of the company was again
changed to UltraTech Cement Limited with effect from 11th October 2004)

Registered Office                           “B Wing”, ‘Ahura Centre’, 2nd Floor,
                                            Mahakali Caves Road, Andheri (E),
                                            Mumbai 400 093
                                            Ph. No. 91-22-5691 7800
                                            Fax No.91-22-5691 7900

Address of the Registrar of Companies       100, EVEREST, Marine Drive,
                                             Mumbai - 400 002
                                            Phone - 91-22- 2281 263
                                            Fax - 91-22- 2281 1977
(B)     BOARD OF DIRECTORS

The details of the Board of Directors of the Company as of 31 March 2005 are given below:

                Sl. No.    Name of the Director                   Designation
                     1.    Mr. Kumar Mangalam Birla               Chairman
                     2.    Mrs. Rajashree Birla                   Director
                     3.    Mr. R.C. Bhargava                      Director
                     4.    Mr.Y.M.Deosthalee                      Director
                     5.    Mr.A.R.Gandhi                          Director
                     6.    Mr.Y.P.Gupta                           Director
                     7.    Dr. S.Misra                            Director
                     8.    Mr. V.T.Moorthy                        Director
                     9.    Mr.J.P.Nayak                           Director
                     10.   Mr.S.Rajgopal                          Director
                     11.   Mr. D.D.Rathi                          Director




                                                                                                 9
 (C)       BRIEF DETAIL OF CHAIRMAN AND MANAGER & CEO

       •   Mr. Kumar Mangalam Birla is the Chairman of the Aditya Birla Group, which is among India’s
           largest business houses. He also serves as a Director on the Board of the Group’s International
           Companies. He is also on the Board of Tata Iron & Steel Company (TISCO), and Maruti Udyog
           Limited. Mr. Birla has and continues to hold several key and responsible positions on various
           regulatory and professional Boards.

       •   Mr. Saurabh Misra was appointed Manager & CEO with effect from 6 July 2004. He has held top
           positions in the corporate sector including Deputy Chairman of ITC Limited and has vast
           experience in corporate management. His experience and expertise are being gainfully utilized by
           the Company as its Manager & CEO. He has been heading the cement business of the Aditya Birla
           Group for the last five years and this business has grown significantly under his stewardship. He
           as Manager & CEO of the Company reports to the Board of Directors. He supervises the day-to-
           day operations with the help of a team of professionals who head various functional areas.


 (D)       COMPANY SECRETARY & COMPLIANCE OFFICER

           S. K. Chatterjee
           UltraTech Cement Limited
           Phone No. 91-22-5691 7800 Extn. (7808)
           Fax No. 91-22-5691 7900
           E-mail: sharesutcl@adityabirla.com

 Investors may contact the Compliance Officer in case of any pre-issue or post-issue related problems such
 as non-receipt of Letter of Allotment, credit of allotted Debentures in the respective beneficiary accounts,
 refund orders etc.

 (E)       SOLE ARRANGER

           Citibank N.A.
           Citigroup Centre, Bandra Kurla Complex,
           Bandra (East), Mumbai - 400 051.
           Tel. 91-22-26535757, Fax: 91-22-2653 5877/79

(F)        DISTRIBUTION AND PLACEMENT AGENT

           Citicorp Capital Markets Ltd.
           4th Floor, Citibank Centre,
           Plot C-61, Bandra Kurla, Complex
           G Block, Bandra (East)
           Mumbai 400 051
           Tel. 91-22-26535373, Fax: 91-22-2653 5865

(F)        REGISTRAR TO THE ISSUE

           Sharepro Services
           Satam Estate, 3rd Floor, Above Bank of Baroda,
           Cardinal Gracious Road, Chakala, Andheri (East),
           Mumbai – 400 099
           Tel: 91-22-2821 5168, Fax: 91-22-2837 5646




                                                                                                         10
(G)      AUDITORS

         The Company’s Statutory Auditors are:

         S.B. Billimoria & Co.                                          G. P. Kapadia & Co.
         Chartered Accountants                                          Chartered Accountants
         12 Dr. Annie Besant Road,                                      Hamam House,
         Opposite Shiv Sagar Estate,                                    Ambalal Doshi Marg,
         Worli, Mumbai-400 018                                          Fort, Mumbai-400 001
         Ph. No. 91-22-5667 9121                                        Ph. No. 91-22-2265 4239
         Fax No. 91-22-5697 9100                                        Fax No. 91-22-2265 4256

(H)      CREDIT RATING

The Debentures being issued under this Issue have been rated by The Credit Rating & Information Services
of India Limited (CRISIL) and the rating is as detailed below.

          Rating obtained     Rating Agency                         What the Rating means
          “AA+/(Stable)”      CRISIL                 This rating indicates high degree of safety with regard
                                                     to timely payment of interest and principal on the
                                                     instrument.

For further details, please see the Rating Letter appended as Appendix I.

Credit ratings obtained for Debt Securities in the preceding three years.

                   Description of the Instrument                 Rating Agency             Rating
          1500 Million Secured Non-Convertible                  CRISIL                AA+/ (Stable)
          Redeemable Debenture Issue
          1000 Million Secured Non-Convertible                  CRISIL                AA+/ (Stable)
          Redeemable Debenture Issue

(I)      DEBENTURE TRUSTEE

         UTI Bank Limited
         Maker Towers, 11th Floor,
         Cuffe Parade, Mumbai 400 005
         Tel: 91-22-22189106, Fax: 91-22-22186944

All the rights and remedies of the Debenture Holders (hereinafter called “Instrument Holders”) under this
Issue shall vest in and shall be exercised by the Debenture Trustees without having it referred to the
Instrument Holders. All investors under this issue are deemed to have irrevocably given their authority and
consent to the Debenture Trustee appointed by the Company to act as their Trustees and for doing such acts
and signing such documents to carry out their duty in such capacity. Any payment by the Company to the
Debenture Trustees on behalf of the Instrument Holders, shall completely and irrevocably from the time of
making such payment discharge the Company pro tanto as regard its liability to the Instrument Holders.




                                                                                                        11
CAPITAL STRUCTURE

(A)     DETAILS OF SHARE CAPITAL

Share Capital as at the date of filing of the Information Memorandum is set forth below:

                                        Particulars                                         Amount (Rs.)
          Authorised Share Capital:13,00,00,000 Equity Shares of Rs. 10 each        Rs.130.00 crore
          Issued & Subscribed :12,43,98,621 Equity Shares of Rs. 10 each            Rs.124.40 crore
          Paid-up:12,43,98,621 Equity Shares of Rs. 10 each                         Rs. 124.40 crore

(B)     SHARE CAPITAL HISTORY OF THE COMPANY

          Year                                               Amount (Rs.)       Remarks
          2000          7 equity shares of Rs.10/- each      70
          2000          29,999,993 equity shares of          299,999,930
                        Rs.10/- each
          2004          99,521,437 equity shares of          995,214,370        Allotted to shareholders of
                        Rs.10/- each                                            L&T pursuant to the
                                                                                Scheme of Arrangement
                                                                                vesting     the    Cement
                                                                                Business of L&T into the
                                                                                Company
          2004          5,122,816 equity shares of Rs.10/-   (51,228,160)       Extinguished in terms of
                        each                                                    the Scheme of Arrangement
          2004          Subscribed and Paid-up :             1,243,986,210
                        124,398,621 equity shares of
                        Rs.10/- each

(i)     No shares/debentures/other instruments of the Company have been pledged/mortgaged by the
        Company/any other person pursuant to any loan taken by the Company

(ii)    “Buy Back”, “Stand By” and similar arrangement for purchase of securities by
        promoters/directors- NOT APPLICABLE

(iii)   The ten largest shareholders of the Company on the date of filing this Information Memorandum


              Sl. No.                     Name                     No. of shares            % to
                                                                                           Capital
              1           Grasim Industries Limited                  58464717               46.99
              2           Larsen & Toubro Limited                    14303294               11.49
              3           Life Insurance Corporation.                6196075                 4.98
              4           Samruddhi Swastik Trading and Inv.         5077603                 4.08
              5           Unit Trust of India                        2517142                 2.02
              6           HSBC Global Invest. Funds                  1803580                 1.44
              7           J. P. Morgan Fleming Asset. Mangt          1500000                 1.20
              8           General Insurance Corpn of India           1041544                 0.83
              9           Citi Bank N.A                              1009418                 0.81
              10          New India Assurance Company                 990648                 0.79

(iii)   The Company’s top 10 (ten) shareholders and the number of Equity Shares held by them 2 years
        prior to date of filing this Information: NOT APPLICABLE




                                                                                                           12
(iv)       The Company’s top ten shareholders and the number of Equity Shares held by them ten days prior
           to date of filing this Information Memorandum is as follows:

                Sl. No.    Name                                    No. of shares   % to Capital
                1          Grasim Industries Limited                58464717            46.99
                2          Larsen & Toubro Limited                  14303294            11.49
                3          Life Insurance Corporation.               6196075             4.98
                4          Samruddhi Swastik Trading and Inv.        5077603             4.08
                5          Unit Trust of India                       2517162             2.02
                6          HSBC Global Invest. Funds                 1788292             1.43
                7          J. P. Morgan Fleming Asset. Mangt         1500000             1.20
                8          General Insurance Corpn of India          1041544             0.83
                9          Citi Bank N.A                             1009418             0.81
                10         New India Assurance Company                990648             0.79

(v)        The Company has not made any initial public offer (equity) in the two years preceding the date
           of filing this Information Memorandum.

(vi)       The aggregate shareholding in the Company of the promoter group and of the directors of the
           promoters, where the promoter is a company, as on 31 March 2005 is as follows:

Sl.            Name of the Shareholder             No. of shares        % of the Share
No.                                                                        Capital
        1. Grasim Industries Limited                     58464717                  46.99
        2. Samruddhi Swastik Trading        &             5077603                   4.08
           Investments Limited


(vii)      The Company belongs to the Aditya Birla Group and its equity shareholding pattern as of
           31March 2005 is as provided herein below:




                                                                                                      13
                  Category                                               No. of        %
                                                                         Shares held   of Shareholding
       A.         Promoters holding
       1.         Promoters
                  - Indian Promoters                                     58464717      46.99
                  Grasim Industries Limited
                  Samruddhi Swastik Trading & Investments .Limited       5077603       4.08
                  - Foreign Promoters                                    -             -
       2.         Persons acting in Concert                              -             -
       B.         Non-Promoters Holding                                  -             -
       3.         Institutional Investors
       a.         Mutual Funds and UTI:
                  Unit Trust of India                                    2226114       1.78
                  HSBC Equity Fund                                       892500        0.71
                  Templeton Mutual Fund A/c Franklin Prudential          211320        0.16
                  ICICI AMC Ltd A/c PMS                                  263027        0.21
                  Templeton Mutual Fund A/c FT. India                    60000         0.04
                  UTI Growth and Value Fund                              75418         0.06
                  UTI-Mid Cap Fund                                       70369         0.05
                  UTI Master Value Fund                                  705483        0.56
                  TATA Equity Opportunities Fund                         53685         0.04
                  HSBC India Opportunities Fund                          -             -
       b.         Banks,     Financial    Institutions,     Insurance
                  Companies        (Central     /     State     Govt.
                  Institutions/Non-government Institutions):             6196075       4.98
                  Life Insurance Corporation of India                    1041544       0.83
                  General Insurance Corporation of India                 990648        0.79
                  The New India Assurance Company                        737350        0.59
                  The Oriental Insurance Company Ltd                     386900        0.31
                  National Insurance Company Ltd                         380536        0.30
                  United India Insurance Company Ltd

The Equity Shares of the Company are listed on The Stock Exchange, Mumbai (BSE) and National Stock
Exchange of India Limited (NSE).

(viii)      None of the Company’s Promoters, members of the Company’s Promoter Group or its
            Directors have purchased or sold any Equity Shares, during a period of 6 (six) months
            preceding the date on which this Information Memorandum is filed.

(ix)        There are no outstanding warrants, options, loans or other instruments into the Company’s Equity
            Shares. Further the Company is not in default of any of its loans (including its bridge loans).

(x)         The Company and its Directors have not entered into any buy-back and/or standby
            arrangements for purchase of Equity Shares of the Company from any person.

(xi)        An investor cannot make a bid for more than the number of NCDs offered under this
            Information Memorandum.

(xii)       The Company has not revalued any of its assets since its inception.

(xiii)      Arrangement for buyback of the Secured Redeemable Non Convertible Debentures.

The Company reserves the right to enter into or permit third parties to provide buyback arrangements.




                                                                                                         14
OBJECTS OF THE OFFERING

The proceeds of the issue(s) will be used by UltraTech Cement Limited for General Corporate Purposes.

BROAD TERMS OF ISSUE

Nature of Instrument                        Secured Redeemable Non Convertible Price
Face Value (Per Debentures)                 Rs.10 lac each
Price per Debenture                         Rs.10 lac each
Size (Face value per series)                Rs. crore__________ to Rs.________ crore
Type of Interest                            Fixed/Floating
Band of Interest                            0%-7.5%
Interest Payment in case of coupon          Payable monthly/quarterly/semi-annually/annually from the
bearing debentures                          deemed date of allotment
Band of tenure                              15 days-10 years from respective deemed date of allotment
                                            with put/call option, if any.

TAX BENEFIT

There is no special tax benefit for the issuer company.

ABOUT THE ISSUER COMPANY

UltraTech is a member of the Aditya Birla Group and a subsidiary of Grasim Industries Limited. Its cement
capacity is 17 million tonnes per annum. It manufactures and markets Ordinary Portland Cement, Portland
Blast Furnace Slag Cement and Portland Pozzolana Cement. UltraTech has five integrated plants, five
grinding units and three terminals – two in India and one in Sri Lanka.

OVERVIEW OF THE INDIAN CEMENT INDUSTRY

The Indian Cement Industry with a capacity of around 125 Million Ton Per Annum (MTPA) is the fourth
largest in the world after China, Japan and USA. However, the per capita consumption in the country is
only around 90 kgs. as compared to the world average of approx. 250 kgs. The Cement Industry is highly
fragmented comprising of more than 50 players operating from more than 125 plants. The Cement Industry
is cyclical and capital intensive.

The Cement Industry witnessed a slow start in the FY 2005 due to change in the Government at the centre;
slow down in infrastructure spending during the transition and adversities of drought like conditions in the
South and West. The subsequent regaining of momentum enabled the industry clock a despatch growth of
7% for the full year. The Cement sector appears to be on a sustainable growth path, given the strong
outlook for the housing sector and the renewed momentum in infrastructure spending.

The cement sector appears to be on a sustainable growth path, given the robust outlook in Government
infrastructure spending. It is expected that the industry would grow at an average 8% annual growth in the
long run. The industry has witnessed consolidation in the recent years which is likely to increase with the
entry of global players.

Cement being an energy intensive industry; power and coal are the major cost contributors. Logistics also
form a significant portion of the cost. The looming coal shortage will not only affect the cost, but also the
quality of coal.

Cement prices are expected to firm up across regions in the medium term on account of a better demand-
supply balance and greater consolidation.




                                                                                                         15
BUSINESS OVERVIEW

The outlook remains challenging for the Company. Oversupply in its core markets of west / south will only
be partly mitigated by increase demand growth of 8% p.a. as new capacities come on stream. Moreover, the
export boom to the Middle East is subject to commissioning of 30 million tones per annum new capacity in
that region over next 18 months.

Cement is an energy intensive industry, with coal and power being major cost contributors. The looming
coal shortage will aggravate the situation further. Industry is facing not only the availability of quality coal
but also the rising prices.

The plant situated at Gujarat operates on imported coal where the cost has jumped by 60% and all other
plants operate on indigenous coal where the cost has increased by 16%. Efforts are on for improving costs
and efficiencies. To reduce the fuel cost, the Company is considering the use of alternative fuels. The rising
cost of power is being addressed with plans for installation of captive power plants. These initiatives are
expected to bring down power costs over a period of time and also ensure a more assured supply.

UltraTech together with Grasim has an installed capacity of 31 mtpa and has a combined market share of
21%. Grasim is the holding company with an equity stake of 51%. The synergistic benefits of Grasim are
expected to improve the company’s performance. UltraTech is a dominant player in the West and Southern
regions of the country and also has a presence in the East. The transition from L&T Cement to UltraTech
was very smooth and well accepted in all markets across the country.

The outlook is challenging for the company with an oversupply in its core market in the West and South
which is expected to be partly mitigated by demand-growth of 8%. The export boom to the middle-east is
subject to commissioning of new capacities in that region over the next 18 months. To address the growing
cost of power and coal, use of alternative fuels is being actioned with plans for setting up of captive power
plants.

DETAILS OF THE BUSINESS

To carry on the business of manufacturers of, dealers in and sellers of cement, clinker, lime, plasters,
whiting, clay, granule, sand, coke, fuel, artificial stone, builders’ requisites & convenience of all kinds and
any products or things which may be manufactured out of or with cement or in which the use of cement
may be made.

BUSINESS STRATEGY

Focus on better capacity utilization and efficiencies. Optimise energy and distribution cost and improve
realization through better product and market mix. Maximize exports and synergy benefits with Grasim. To
restructure debts and optimise finance costs.

CURRENT YEAR PERFORMANCE (2004-2005)

UltraTech had revenues of Rs. 2,681.1crore as against Rs. 2,251.1 crore in the previous year. After
providing for Interest at Rs.106.9 crore (Rs.115.0 crore) and Depreciation at Rs.221.8 crore (Rs. 214.5
crore), the Profit Before Tax and provision for diminution in value of investments Rs.76.8 crore (Nil) stood
at Rs. 43.2 crore (Rs. 49.2 crore). Profit after tax stood at Rs. 2.9 crore (Rs.38.8 crore).




                                                                                                            16
PROPERTY

The Company has following properties:

•        Grey cement manufacturing plants at Awarpur, Korpana Taluka, Chandrapur District,
         Maharashtra; Kovayya Village, Rajula Taluka, Amreli District, Gujarat; Hirmi, Singa Tehsil,
         Raipur District, Chattisgarh and Tadipatri, Anantapur District, Andhra Pradesh;

•        Captive power plants at Awarpur, Maharashtra and Kovayya, Gujarat;

•        Grey cement grinding units at Jharsuguda, Jharsuguda District, Orissa; Arakkonam, Chitteri
         Village, Arakkonam, Vellore District, Tamil Nadu and Raj Band, Durgapur District, West Bengal;

•        Bulk cement handling terminals at Navi Mumbai, Maharashtra; Beach Road, Panambur,
         Mangalore, Karnataka and Willingdon Island, Cochin Port Trust, Cochin, Kerala;

•        Rights and interest in the jetty situated at Kovayya, Gujarat.

KEY INDUSTRY REGULATION

The Company was incorporated as a public limited Company on 24 August 2000. UltraTech has complied
with the guidelines prescribed by the Government under various laws, rules and regulations from time to
time.

The Company’s Equity Shares are listed on BSE and NSE. The Company is required to comply with the
provisions of the Listing Agreement. Thus, the operations of the Company apart from the Companies Act,
1956 are also subject to the regulations and guidelines issued by SEBI as regards a listed company.

HISTORY AND CORPORATE STRUCTURE OF THE ISSUER COMPANY

UltraTech was incorporated on 24 August 2000, as “L&T Cement Limited” as a 100% Subsidiary of
Larsen & Toubro Limited. The name of the Company was changed to UltraTech Cemco Limited with
effect from 19 November 2003. The name of the Company was again changed to UltraTech Cement
Limited with effect from 11 October 2004.

In terms of the Scheme of Arrangement (the Scheme) under sections 391-394 of the Companies Act, 1956,
which was approved by the Hon’ able High Court, Bombay on 22 April 2004, the Cement Business of
Larsen & Toubro Limited (L&T) was demerged from L&T Ltd. and got transferred to UltraTech. All the
rights were vested in the Company as a going concern so as to become a separate entity with effect from
the Appointed Date (1 April 2003), having the estate, assets, rights, claims, title, interest and authorities of
the Company. The Scheme became effective from 14 May 2004. The Cement business transferred to
UltraTech with effect from 14 May 2004 comprises, inter alia, of the following:

•        Grey cement manufacturing plants at Awarpur, Korpana Taluka, Chandrapur District,
         Maharashtra; Kovaya Village, Rajula Taluka, Amreli District, Gujarat; Hirmi, Singa Tehsil,
         Raipur District, Chattisgarh and Tadipatri, Anantapur District, Andhra Pradesh;

•        Captive power plants at Awarpur, Maharashtra and Kovaya, Gujarat;

•        Grey cement grinding units at Jharsuguda, Jharsuguda District, Orissa; Arakkonam, Chitteri
         Village, Arakkonam, Vellore District, Tamil Nadu and Raj Band, Durgapur District, West Bengal;

•        Bulk cement handling terminals at Navi Mumbai, Maharashtra; Beach Road, Panambur,
         Mangalore, Karnataka and Willingdon Island, Cochin Port Trust, Cochin, Kerala;

•        Rights and interest in the jetty situated at Kovaya, Gujarat.


                                                                                                            17
Investment comprising 6,96,50,818 equity shares of the face value of Rs.10/- each in Narmada Cement
Company Limited (NCCL), which has been delisted was also transferred in favour of UTCL.

Grasim acquired management control of the Company with effect from 6 July 2004. UltraTech is a part of
the Aditya Birla Group.

BRIEF PARTICULARS ABOUT THE ADITYA BIRLA GROUP

BACKGROUND

                                                       s
The Aditya Birla Group (or “the Group”) is one of India' largest business houses. The Group’s operations
span 40 companies, straddling 18 countries with revenues in excess of US$ 6 billion and a market
capitalisation of US$ 5 billion. The Group has 72,000 committed employees and over 700,000
shareholders. A broad overview of the products of the Group with major companies in each product
category is given below:

                 Products                          Companies
                 Aluminium                         Hindalco Industries Limited
                                                   Indian Aluminium Company Limited
                 Cement                            Grasim Industries Limited
                 Copper                            Hindalco Industries Limited
                                                   Birla Mineral Resources Limited
                 Carbon Black                      Indian Rayon and Industries Limited
                                                   Thai Carbon Black Co. Ltd.
                                                   Alexandria Carbon Co. S.A.E.
                                                   Liaoning Birla Carbon Co. Ltd.
                 Textiles                          Grasim Industries Ltd.
                                                   Indian Rayon and Industries Limited
                 Viscose Staple Fibre              Grasim Industries Limited
                                                   P.T. Indo Bharat Rayon
                                                   Thai Acrylc Fibre
                 Fertilisers                       Indo Gulf Fertilisers Limited
                 Chemicals                         Grasim Industries Limited
                                                   Bihar Caustic and Chemicals Ltd.
                 Sponge Iron                       Grasim Industries Ltd. (Vikram Ispat)
                 Mining                            Essel Mining and Industries Limited
                 Insulators                        Birla NGK Insulators Pvt. Ltd.
                 Palm Oil                          Pan Century Edible Oils
                 Gas                               HGI Industries Ltd.
                 Software                          PSI Data Systems Limited
                 Business Process Outsourcing      Transworks Information Services Pvt. Ltd.
                 Finance and Insurance             Birla Global Finance Limited
                                                   Birla Sun Life Insurance Company Limited
                                                   Birla Sun Life Asset Management Company
                                                   Birla Sun Life Distribution Company
                                                   Birla Sun Life Securities Limited
                 Telecom                           IDEA Cellular




                                                                                                     18
MAIN OBJECTS

The main object as set forth in the Memorandum of Association is:

“ To carry on the business of manufacturers of, dealers in and sellers of cement, clinker, lime, plasters,
whiting, clay, granule, sand, coke, fuel, artificial stone, builders’ requisites & convenience of all kinds and
any products or things which may be manufactured out of or with cement or in which the use of cement
may be made.”

SUBSIDIARIES OF THE ISSUER COMPANY, IF ANY AND THEIR BUSINESSES

The Company has the following subsidiaries:

1.       Narmada Cement Company Limited (NCCL) – NCCL became a subsidiary of UltraTech by
         virtue of the Scheme of Arrangement for demerger of Cement Business of Larsen & Toubro
         Limited. It is engaged in the manufacturing of cement.

2.       Dakshin Cements Limited- The Company is wholly owned subsidiary and is yet to start its
         operations.

3.       UltraTech Ceylinco (Pvt.) Limited- the shareholding of Larsen & Toubro Limited in L&T
         Ceylinco (P) Limited, incorporated in Sri Lanka was acquired by the Company subsequent to the
         demerger and vesting of L&T’s cement business into the Company. The Company is now known
         as UltraTech Ceylinco (P) Limited. The main business of the subsidiary is import and export of
         bulk cement.

MANAGEMENT

UltraTech is a Board managed company. The Board has appointed Mr. Saurabh Misra as the Manager &
CEO who is responsible for the day to day operations of the Company.

Mr. Saurabh Misra – Manager & CEO

Mr. Saurabh Misra was appointed Manager & CEO with effect from 6 July 2004. He has held top positions
in the corporate sector including Deputy Chairman of ITC Limited and has vast experience in corporate
management. His experience and expertise are being gainfully utilized by the Company as its Manager &
CEO. He has been heading the cement business of the Aditya Birla Group for the last five years and this
business has grown significantly under his stewardship. He as Manager & CEO of the Company reports to
the Board of Directors. He manages the day-to-day affairs with the help of a team of professionals who
head various functional areas.

(A)      BOARD OF DIRECTORS

As per the Articles of Association, UltraTech cannot have less than 3 or more than 12 directors. The
Company currently has 11 directors as per details given below:

Name,        Designation,       Age      Qualifications         Other Directorships Held
Address and Occupation        (Years)
of the Director
Mr. Kumar Mangalam               38      A.C.A. M.B.A.          1. Grasim Industries Ltd.
Birla                                                           2. Indian Rayon And Industries Ltd.
16-A Il-Pazlazzo                                                3. Indo Gulf Fertilisers Ltd.
Little Gibbs Road                                               4. Hindalco Industries Ltd.
Mumbai-400 006.                                                 5. Indian Aluminium Co. Ltd.
                                                                6.Birla Sunlife Asset Management
                                                                  Company Limited.


                                                                                                           19
                                   7. Birla Sun Life Ins. Co. Ltd.
                                   8. Essel Mining & Industries Ltd.
                                   9. Tata Iron & Steel Co. Ltd.
                                   10. Maruti Udyog Ltd.
                                   11. PSI Data Systems Ltd.
                                   12. Transworks Information Services
                                        Limited.
                                   13. Aditya Birla Management Corporation
                                        Ltd.
                                   14. Alexandria Carbon Black Co. S.A.E.,
                                        Egypt.
                                   15. Thai Rayon Public Co. Ltd. Thailand.
                                   16. Indo Thai Synthetics Co. Ltd.,
                                        Thailand.
                                   17. Thai Carbon Black Public Company
                                        Ltd., Thailand.
                                   18. Century Textiles Co. Ltd., Thailand.
                                   19. Thai Polyphosphate & Chemicals Co.
                                        Ltd. Thailand
                                   20. Thai Acrylic Fiber Co. Ltd., Thailand.
                                   21. Thai Peroxide Co. Ltd., Thailand.
                                   22. Thai Epoxy and Allied Products Co.
                                        Ltd., Thailand.
                                   23. Thai Sulphites & Chemicals Co. Ltd.,
                                        Thailand.
                                   24. Thai Organics Chemicals Co. Ltd.,
                                        Thailand.
                                   25. PT Elegant Textile Industry, Indonesia.
                                   26. P.T. Indo Bharat Rayon, Indonesia.
                                   27. PT Indo Liberty Textiles, Indonesia.
                                   28. Pan Century Edible Oils Sdn. Bhd.,
                                        Malaysia.
                                   29. Pan Century Oleochemicals Sdn. Bhd.,
                                        Malaysia.
                                   30. Indo Phil Textile Mills Inc. Philippines.
                                   31. Birla Sun Life AMC Mauritius Ltd.
                                   32. Trapti Trading & Investments Pvt. Ltd.
                                   33. Turquoise Investments And Fin. Pvt.
                                        Ltd.
                                   34. Gwalior Properties And Estates Pvt.
                                        Ltd.
                                   35. Seshasayee Properties Pvt. Ltd.
                                   36. Birla Group Holdings Pvt. Ltd.
                                   37. TGS Investment & Trade Pvt. Ltd.
                                   38. Global Holdings Pvt. Ltd.
                                   39. Rajratna Holdings Pvt. Ltd.
                                   40. Vaibhav Holdings Pvt. Ltd.
                                   41. Vikram Holdings Pvt. Ltd.
Mrs. Rajashree Birla   60   B.A.   1. Grasim Industries Ltd.
16-A Il-Pazlazzo                   2. Indian Rayon And Industries Ltd.
Little Gibbs Road                  3. Indo Gulf Fertilisers Ltd.
Mumbai-400 006.                    4. Hindalco Industries Ltd.
                                   5. Essel Mining & Industries Ltd.,
                                   6. Aditya Birla Health Services Ltd.
                                   7. Alexandria Carbon Black Co. S.A.E.
                                      Egypt.


                                                                              20
                                                8. Thai Rayon Public Co. Ltd., Thailand.
                                                9. Indo Thai Synthetics Co. Ltd., Thailand.
                                                10. Thai Carbon Black Public Co. Ltd.,
                                                     Thailand.
                                                11. Century Textile Co. Ltd., Thailand.
                                                12. Thai Polyphosphate & Chem. Co. Ltd.,
                                                     Thailand.
                                                13. Thai Acrylic Fiber Co. Ltd., Thailand.
                                                14. Thai Peroxide Co. Ltd., Thailand.
                                                15. Thai Epoxy and Allied Products Co.
                                                     Ltd., Thailand.
                                                16. Thai Sulphites & Chemicals Co. Ltd.,
                                                     Thailand.
                                                17. Thai Organic Chemicals Co. Ltd.,
                                                     Thailand.
                                                18. PT Elegant Textile Industry, Indonesia.
                                                19. PT Indo Bharat Rayon, Indonesia.
                                                20. Pan Century Edible Oils Sdn. Bhd.,
                                                     Malaysia.
                                                21. Pan Century Oleochemicals Sdn. Bhd.,
                                                     Malaysia.
                                                22. Indo Phil Textile Mills Inc., Philippines

Mr. R. C. Bhargava     71   M.Sc.(Math), M.A.  1. Optimus Outsourcing Co. Ltd.
220 Sector 15-A             (Dev. Economics)   2. Grasim Industries Ltd.
Noida, UP – 201301                             3. Polaris Software Lab Ltd.
                                               4. Machino Basell India Ltd.
                                               5. Lord Krishna Bank Ltd.
                                               6. Roulunds Codan India Ltd.
                                               7. Maruti Udyog Ltd.
                                               8. Omax Auto Ltd.
                                               9. Thomson Press Ltd.
                                               10. Dabur India Ltd.
                                               11. IL&FS Ltd.
                                               12.Global Education Management Systems
                                                  (India) Pvt. Ltd.
                                               13. RCB Consulting Pvt. Ltd.
Mr. Y. M. Deosthalee   59   B.Com.,    LL.B., 1. Larsen & Toubro Ltd.
1001, Prabhu Kutir          A.C.A.             2. L&T-Komatsu Ltd
15, Altamout Road                              3. L&T Finance Ltd.
Mumbai 400026.                                 4. Larsen & Toubro Infotech Ltd.
                                               5. L&T Capital Company Ltd.
                                              6. L&T Infrastructure Devp. Projects
                                                  (formerly L&T Holdings Ltd.)
                                               7. The Dhamra Port Company Ltd.
                                               8. L&T-John Deere P Ltd.
                                               9. Larsen & Toubro International FZE
                                               10. ISP India P Ltd.
Mr. Arun R. Gandhi     62   B.Com, F.C.A.      1. Benares Hotels Ltd.
10, Sudama                                     2. Tata Infotech Ltd.
214, Walkeshwar Road                           3. Bayer Diagnostics India Ltd.
Mumbai 400006                                  4. Raychem RPG Ltd.
                                               5. Tata Sons Ltd.
                                               6. Tata Asset Management Ltd.
                                               7. The Paper Products Ltd.
                                               8. E2E SerWiz Solutions Ltd.


                                                                                           21
                                                            Foreign Companies :
                                                            1. Tata Tea (GB) Ltd.
                                                            2. Tata Tea Inc
Mr. Y. P. Gupta                65            M.A.           1. IDBI Home Finance
177, A. Rajguru Nagar                                       2. I.T.C. Ltd.
Firozpur Road                                               3. Malwa Cotton Spg. Mills Ltd.
Ludhiana – 141012                                           4. Punjab Tractors Ltd.
                                                            5. Ranauq International
                                                            6. Grasim Industries Ltd.
Dr. Santrupt Misra             40     M.A. (Politics)       1. Aditya Birla Management Corpn. Ltd.
3C, Swapnalok                         M.A. (PMIR),          2. Birla Management Centre Services Ltd.
47, Napean Sea Road                   PhD (Public           3. PSI Data Systems Ltd.
Opp. Priyadarshini Park               Administration)       4. Birla Technologies Ltd.
Mumbai 400006.                        PhD (Industrial       5. Indian Aluminium Co. Ltd.
                                      Relations)            6. Birla NGK Insulators Pvt. Ltd.

Mr. V.T. Moorthy               64     Mechanical/           1. TANFAC Industries Ltd.
No. 5-C, Second Street,               Chemical Engineer
Dr. Radhakrishnan Salai,
Mylapore,
Chennai-600 004
Mr. J. P. Nayak                62     B.E., Post Graduate   1. Audco India Ltd.
Gilder House, 67F                     Diploma               2. EWAC Alloys Ltd.
Bhulabhai Desai Road                  (Production Engg.)    3. Larsen & Toubro Ltd.
Mumbai 400026.                                              4. L&T Finance Ltd.
                                                            5. L&T-Komatsu Ltd.
                                                            6. NAC Infrastructure Ltd.
                                                            7. Tractor Engineers Ltd.
                                                            8. L&T-Chase Equipments Pvt. Ltd.
                                                            9. L&T John Deere Pvt. Ltd.
                                                            10.L&T-Demag Plastics Machinery P Ltd.
Mr. S. Rajgopal                70            I.A.S.         1. Amed Consultants (Pvt.) Ltd.
232, Buena Vista General
J. Bhosle Marg
Mumbai 400021
Mr. D. D. Rathi                58     B.Com, F.C.A.         1. Idea Cellular Ltd.
82, Jolly Maker                                             2. Birla Consultants Ltd.
Apartments II                                               3. Birla Industrial. Investments (I) Ltd
Cuffe Parade                                                4. Birla Indl. Finance (I) Ltd.
Mumbai 400005.                                              5. Samruddhi Swastik Trading and
                                                                Investments Ltd.
                                                            6. Sun God Trading and Investments Ltd.
                                                            7. Grasim Industries Ltd.
                                                            8. Aditya Birla Energy Pvt. Ltd.
                                                            9. Vishal Industries and Chemicals Pvt.
                                                                Ltd.

(B)     COMMITTEES OF THE BOARD

(i)     Audit Committee

An Audit Committee at the Board level with the powers and the role that are in accordance with Clause 49
II (C) and (D) of the Listing Agreement has been constituted. The Committee acts as a link between the
management, the statutory and internal auditors and the Board of Directors and oversees the financial
reporting process. The Audit Committee was reconstituted on 4 August 2004 and now consists of three
Non-executive Directors viz., Mr. R. C. Bhargava, Mr. A.R. Gandhi, and Mr. S. Rajgopal.


                                                                                                     22
(ii)     Shareholders’ / Investors’ Grievance Committee

The Shareholders’ Grievance Committee comprises of Mr. R.C. Bhargava, Dr. S. Misra, Mr. D. D. Rathi.
The Committee looks into issues relating to Share/Debentureholders, including transfer/transmission of
Shares/Debentures, issue of duplicate Share/Debentures certificates, non-receipt of dividend, Annual
Reports etc. The Committee meets to review status of investor grievances, ratify share/debenture transfers,
approve transmission of shares / debentures and issue duplicate Share/Debentures certificate from time to
time. Besides, Officers of the Company have been authorised to approve issue of Share / Debenture
certificates, approve transfer / transmission of Share / Debenture, consolidation, sub-division, split of Share
/ Debenture certificates, etc.

(C)      DETAILS OF BORROWING POWERS

The Board of Directors are authorised to borrow money’s subject to the general body resolution. A
resolution dated 30 April 2004 as per section 293(1) (d) of the Companies Act, 1956, under which the
Board of Directors of the Company has been authorised to borrow sum from time to time which money
already borrowed by the Company (apart from the ordinary course of business) may exceed at any time the
aggregate of paid up share capital and free reserves of the Company, upto a sum not exceeding Rs. 1,000
Crore (Rupees One Thousand Crore Only).

(D)      COMPENSATION OF MANAGER

Mr. Saurabh Misra has been appointed as Manager & CEO of the Company for a period of 3 (three) years
with effect from 6 July 2004 on the terms of remuneration, as approved by the members vide resolution
passed at the 4th Annual General Meeting held on 11 October 2004. The terms of his remuneration are as
follows:

1.       Remuneration:

(A)      Basic Salary – Rs. 4,50,000/- (Rupees Four Lac fifty thousand only) per month with such annual
         increment(s) as the Board may decide from time to time, subject however to a ceiling of Rs.
         6,00,000/- (Rupees Six Lac only) per month as basic salary.

(B)      Special Allowance – Rs. 4,25,000/- (Rupees Four Lac twenty five thousand only) per month with
         such annual increment(s) as the Board may decide from time to time subject however to a ceiling
         of Rs. 6,00,000/- (Rupees six Lac only) per month .

(C)      Performance linked Variable pay and/or Long Term Incentive Compensation (LTIC) and/or any
         other compensation as may be decided by the Board from time to time up to end of his tenure, the
         same to be made on a pro rata basis every month or on an annual basis or partly monthly and
         partly on annual basis at the discretion of the Board subject to a maximum of Rs. 50, 00,000/-
         (Rupees fifty Lac only) on this account in each year of his tenure.

(D)      Perquisites: The Company shall provide free furnished accommodation and also pay all rents,
         rates, taxes, electricity, fuel charges, water charges, telephone bills and all other expenses for the
         upkeep and maintenance thereof and the expenditure incurred thereon by the Company shall be
         valued as per the Income-tax Rules.

(a)      Leave Travel expenses for self and family (which shall include spouse, dependent children and
         parents) in accordance with the Rules applicable to the Company.

(b)      Reimbursement of medical expenses (including insurance premium for medical and
         hospitalization policy, if any) for self and family, which shall include spouse, children and
         dependent parents, at actuals.




                                                                                                           23
(c)      Fee for one Club in India.

(d)      Leave and encashment of leave as per the Rules applicable to the Company.

(e)      Personal Accident Insurance cover as per the Rules applicable to the Company.

(f)      Contribution to Provident Fund, Superannuation or Annuity Fund as per the Rules applicable to
         the Company, to the extent these, either singly or put together, are not taxable under the Income
         Tax Act, 1961.

(g)      Gratuity and / or contribution to Gratuity Fund of the Company as per the Rules applicable to the
         Company as applicable to Senior Executives.

(h)      Company maintained cars with driver for use exclusively on Company’s business.

(i)      Reimbursement of entertainment, traveling and all other expenses incurred for the business of the
         Company as per the Rules applicable to the Company. Traveling expenses of spouse
         accompanying the Manager on any official overseas or inland trip will be governed as per the
         Rules applicable to the Company.

(j)      Any other allowances, benefits and perquisites as per the Rules applicable to the Senior
         Executives of the Company and / or which may become applicable in the future and / or any other
         allowance, perquisites as the Board may from time to time decide.

         Where in any FY, the Company has no profits or its profits are inadequate, the foregoing amount
         of remuneration and benefits shall be paid or given to Mr. Saurabh Misra subject to the applicable
         provisions of Schedule XIII of the said Act.

(E)      COMPLIANCE WITH CORPORATE GOVERNANCE REQUIREMENTS

The equity shares of the Company are listed on BSE and the NSE. As such, the provisions of Clause 49 of
the Listing Agreement in respect of Corporate Governance are applicable to the Company. The Company
subscribes to the provisions of clause 49 on an on-going basis.

(F)      SHAREHOLDING OF DIRECTORS

          Name of Director                              No. of shares held
          Mr. Kumar Mangalam Birla                      400
          Mrs. Rajashree Birla                          400
          Mr. Y. M. Deosthalee                          1773
          Mr. J. P. Nayak                               1276
          Mr. V.T. Moorthy                              300

The Directors are not required to hold any qualification shares.

(G)      INTEREST OF DIRECTORS

Apart from the shares held by the Directors in the Company and the sitting fees paid for attending
board/committee meetings, received by them, the Directors do not have any other interest in the Company.

(H)      MANAGEMENT ORGANISATION STRUCTURE

         UltraTech is managed by a Board of Directors comprising Mr. Kumar Mangalam Birla
         (Chairman), and Mrs. Rajashree Birla, Dr. Santrupt Misra, Mr. R.C. Bhargava, Mr. D. D. Rathi,
         Mr. S. Rajgopal, Mr. Y. M. Deosthalee, Mr. J.P. Nayak, Mr. Arun R. Gandhi, Mr. Y. P. Gupta and
         Mr. V.T. Moorthy being the other Directors. Mr. Saurabh Misra, Manager & CEO reports to the


                                                                                                        24
        Board of Directors. He manages the day-to-day affairs with the help of a team of professionals
        who head various functional areas.

(I)     CHANGES IN THE BOARD OF DIRECTORS IN THE LAST THREE YEARS

           Sl.      Name of the Director         Date of              Date of Resignation     Reasons for the
           No.                                   Appointment                                  Appointments /
                                                                                              Change
              1.    Mr. M. Karnani               24 August 2000       30 September 2001           Resigned
              2.    Mr. A. M. Naik               24 August 2000       14 May 2004                 Resigned
              3.    Mr. J.P. Nayak               24 August 2000                 -                     -
              4.    Mr. Y. M. Deosthalee         24 August 2000                 -                     -
              5.    Mr. A. Ramakrishna           24 August 2000       14 May 2004                 Resigned
              6.    Mr. K. Venkataramanan        24 August 2000       14 May 2004                 Resigned
              7.    Mr. D. D. Rathi              4 February 2004      14 May 2004                 Resigned
              8.    Mr. S. Rajgopal              14 May 2004                    -                     -
              9.    Mr. Kumar Mangalam Birla     14 May 2004                    -                     -
              10.   Ms. Rajashree Birla          14 May 2004                    -                     -
              11.   Mr. K. S. K. Khare           14 May 2004          4 August 2004               Resigned
              12.   Mr. S. S. Marathe            14 May 2004          4 August 2004               Resigned
              13.   Mr. D. D. Rathi              6 July 2004                    -                     -
              14.   Dr. S. Misra                 6 July 2004                    -                     -
              15.   Mr. R. C. Bhargava           6 July 2004                    -                     -
              16.   Mr. Arun Gandhi              6 July 2004                    -                     -
              17.   Mr. Y.P. Gupta               4 August 2004                  -                     -
              18.   Mr. V.T. Moorthy             25 January 2005                -                     -

(J)     DETAILS REGARDING KEY MANAGERIAL PERSONNEL

         Name                                  Mr. Saurabh Misra
         Qualification                         B.A.
         Designation                           Manager & CEO
         Area                                  Operations
         Date of Joining                       6 July 2004
         Experience in the Industry & in       He has been heading cement business of the Aditya
         the Company                           Birla Group for the last five years.
         Details of previous employment        Business Head of Grasim Industries Limited

(K)      SHAREHOLDING OF THE KEY MANAGERIAL PERSONNEL

The key managerial personnel do not have any interest in the Company other than the extent of
remuneration and benefits to which they are entitled to as per the terms of their appointment and
reimbursement of expenses incurred by them during the ordinary course of business, and no key managerial
personnel holds any shares in the Company.

(L)     BONUS OR PROFIT SHARING PLAN FOR THE KEY MANAGERIAL PERSONNEL

NONE

(M)     CHANGES IN THE COMPANY’S KEY MANAGERIAL PERSONNEL IN THE LAST
        ONE YEAR

NONE




                                                                                                     25
(N)        EMPLOYEES

The Company has around 3,000 permanent employees as on 31 March 2005. There are no stock option
plans or stock purchase schemes for its employees.

(O)        DETAILS OF THE STOCK OPTION SCHEME, IF ANY

NONE

(P)        PAYMENT OR BENEFIT TO OFFICERS OF THE COMPANY (NON-SALARY
           RELATED)

NONE

PROMOTERS/PRINICIPAL SHAREHOLDERS

DETAILS OF PROMOTERS

A)         Grasim Industries Limited
           Regd. Office                      :       Birlagram, Nagda-456 331,
                                                     Madhya Pradesh

           Permanent Account No. (PAN)       :       AAACG4464B

           Address of the Registrar of
           Companies where the Regd. Office :        The Registrar of Companies
           of the Company is situated       :        Ministry of Finance & Company Affairs
                                                     (Department of Company Affairs)
                                                     Office of the Registrar of Companies M.P. &
                                                     Chattisgarh
                                                     Sanjay Complex, A Block, 3rd Floor
                                                     Jayendraganj, Gwalior- 474 009

Board of Directors of Grasim

            Sr. No.                    Name                 Designation
                1.        Mr. Kumar Mangalam Birla           Chairman
                2.        Mrs. Rajashree Birla               Director
                3.        Mr. M. L. Apte                     Director
                4.        Mr. B. V. Bhargava                 Director
                5.        Mr. R. C. Bhargava                 Director
                6.        Mr. Y. P. Gupta                    Director
                7.        Mr. Cyril Shroff                   Director
                8.        Mr. S. G. Subrahmanyan             Director
                9.        Mr. S. B. Mathur                   Director
                10.       Mr. Shailendra K Jain              Director
                11.       Mr. D. D. Rathi                    Director

      B)       Samruddhi Swastik Trading & Investments Limited

           Regd. Office                      :       Birlagram, Nagda-456 331,
                                                     Madhya Pradesh

           Permanent Account No. (PAN)       :       AACCS4152N




                                                                                                   26
         Address of the Registrar of                  The Registrar of Companies
         of the Company is situated       :           Ministry of Finance & Company Affairs
         Companies where the Regd. Office :            (Department of Company Affairs)
                                                      Office of the Registrar of Companies M.P. &
                                                      Chattisgarh
                                                      Sanjay Complex, A Block, 3rd Floor
                                                      Jayendraganj, Gwalior- 474 009

Board of Directors of Samruddhi Swastik Trading & Investments Limited

           Sl. No.           Name                   Designation
               1.    O. P. Rungta                    Director
               2.    G. K. Tulsian                   Director
               3.    S. K. Jain                      Director
               4.    D. D. Rathi                     Director
               5.    Sanjeev Bafna                   Director

Shareholding of the Directors of the Promoter Companies in the issuer Company

          Name of Director                             No. of shares held
          Mr. Kumar Mangalam Birla                     400
          Mrs. Rajashree Birla                         400
          Mr. Cyril Shroff                             151
          Mr. Shailendra K Jain                        89

(B)      None of the Promoters have disassociated themselves in any of the companies in the last three
         years.

(C)      Common pursuits

The Company confirms that there are no interests of the Directors, promoters or their relatives in respect of
any property acquired by the Company within two years of this Information Memorandum or proposed to
be acquired by it.

(D)      No director or promoter of UltraTech or firm or company in which such a director or promoter is a
         member, owes any amount of money including for services rendered by him or by the firm or
         company.

(E)      Shri Digvijay Cement Company Limited (SDCCL), a company acquired by Grasim and which is
         its      subsidiary company has been referred to Board for Industrial & Financial Reconstruction
         (BIFR). Apart from SDCCL, there are no companies promoted by Grasim and Samruddhi Swastik
         Trading & Investments Limited which have become sick companies within the meaning of Sick
         Industrial Companies (Special Provisions) Act, 1985 and that there are no companies that are
         promoted by Samruddhi Swastik Trading & Investments Limited, which have been referred to
         BIFR or which are under the process of winding up or have a negative networth.

(F)      There are no cases of pending litigations, defaults, etc. whose material impact is in excess of 1%
         of the profit of Grasim Industries Ltd. and Samruddhi Swastik Trading & Investments Limited in
         respect of companies/firms/ventures with which Grasim Industries Ltd. and Samruddhi Swastik
         Trading & Investments Limited were associated in the past but are no longer associated but
         their name still continues to be associated with those litigations.

(G)      PAYMENT OR BENEFIT TO PROMOTERS OF THE ISSUER COMPANY

No amount or benefit was paid or given or is intended to be paid or given to any promoter.



                                                                                                         27
RELATED PARTY TRANSACTIONS AS PER THE FINANCIAL STATEMENTS

For details of the data pertaining to Related Party Transactions please refer the Financial Information of
this Information Memorandum.

COMMON PURSUITS AMONG GROUP COMPANIES

The Company confirms that there are no interests of the Directors, promoters or their relatives in respect
of any property acquired by the Company within two years of this Information Memorandum or proposed
to be acquired by it. However, the Company is a subsidiary of Grasim Industries Limited which is also
engaged in the manufacture and sale of Cement.




                                                                                                       28
FINANCIAL STATEMENTS

Report by Auditors

Financials Statements of UltraTech Cement Limited
Auditors Report

The Board of Directors
UltraTech Cement Limited
Mumbai- 400 093

We have examined the financial information of UltraTech Cement Limited (“the Company”) contained in
the statements annexed to this report, which is proposed to be included in the Umbrella Offer Document in
connection with the proposed issue of debt securities and we report thereon as follows :

    1.   We have examined the ‘Statement of Adjusted Profits’ and ‘Statement of Assets & Liabilities’ of
         the Company for last two financial years ended 31 March 2004 and 2005, being the last date up to
         which the accounts of the Company have been made up and audited by us enclosed as Annexure I.
         Financial statements for the year ended 31 March 2004 has been adopted by the members and for
         the year ended 31 March 2005 has been approved by the Board.

    (a) These statements reflect the profit and losses and the assets and liabilities of the Company for
        each of the relevant periods as extracted from the Profit and Loss Account and Balance Sheet for
        the financial years ended 31 March 2004 and 2005 after making therein the disclosure and
        adjustments required to be made in accordance with the provisions of paragraph 6.18.7 of the of
        the Securities & Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000
        (“the guidelines”) and such regrouping as we considered necessary.

    (b) The above financial statements have been drawn up by the Company in compliance with the
        Guideline and in accordance with the requirements of clause B of Part II of Schedule II of the
        Companies Act, 1956 as amended from time to time.

    (c) The Significant Accounting Policies adopted by the Company are enclosed as Annexure II to this
        report.

    2.   We have also examined the Consolidated Balance Sheet of the Company and its subsidiaries (‘the
         group’) as at 31 March 2004 and 2005 and the Consolidated Profit and Loss Account of the group
         for the year ended on that date and the significant Accounting Policies, all of which have been
         audited by us. These are enclosed as Annexure III to this report. We confirm that these
         statements reflect the assets and liabilities of the group as at 31 March 2004 and 2005 and the
         profit of the group for the year ended on that date.

    3.   We have examined the ‘Statement of Accounting Ratios’ of the Company for each of the last two
         financial years ended 31 March 2004 and 2005 enclosed as Annexure IV to this report and confirm
         that these have been correctly computed from the figures stated in the ‘Statement of Adjusted
         Profits’ and ‘the Statement of Assets and Liabilities’ of the Company referred to in paragraph 1
         above.

    4.   We have examined the ‘Statement of Dividend Paid’ by the Company in respect of last two
         financial years ended 31 March 2004 and 2005 on the Shares of the Company enclosed as
         Annexure V to this report and confirm that it correctly records the dividend paid in respect of
         each of those years.

    5.   We have examined the ‘Statement of Tax Shelter’ for last two financial years ended 31 March
         2004 and 2005, enclosed as Annexure VI to this report and report that, in our opinion, it correctly
         reflects the ‘Tax Shelter’ for each of those years.


                                                                                                        29
6.   We have examined the ‘Capitalisation Statement’ enclosed as Annexure VII to this report and
     report that it correctly records the matters stated therein.

We further report that the information mentioned in the paragraphs 3 to 6 above has been correctly
computed from the figures stated in the Statements of Adjusted Profits and Losses and Assets and
Liabilities, referred to in paragraph 1(a) above.

This report is intended solely for your information for inclusion in the umbrella offer document in
connection with the proposed issue of debt securities of the Company and is not to be used, referred to
or distributed for any other purpose without our prior written consent.

G.P. Kapadia
Chartered Accountants
Place: Mumbai                                                               Dated: 16 June 2005




                                                                                                    30
                                                                                           Annexure I
FINANCIAL INFORMATION OF ISSUER COMPANY

Statement of Adjusted Profit for the year ended 31 March 2005
                                                                                           Rs. in Crore
                                                                       2004-05               2003-04
 Net Sales                                                             2,681.05              2,251.13
 Interest & Dividend Income                                                 3.70               17.54
 Other Income                                                              18.55               42.05
 Increase / (Decrease) in Stocks                                           20.90               (6.99)
 Expenditure                                                           2,352.30              1,925.00
 Interest                                                                  106.88              115.01
 Depreciation                                                              221.78              214.52
 Profit before Tax and diminution                                          43.24               49.20
 Provision for Diminution in value of Investment                           76.84                  -
 Profit/(Loss) before tax expenses                                         (33.60)             49.20
 Provision for Current Tax                                                 31.55               19.65
 Deferred Tax                                                              (68.00)             (9.28)
 Profit after Tax                                                           2.85               38.83

Statement of Assets & Liabilities for last two years ended 31 March 2005

                                                                                           Rs. in Crore
 Balance Sheet as at March 31                                              2005                        2004


 Share Capital                                                                    124.40         124.40
 Share Capital to be Extinguished                                                      -           0.51
 Reserves and Surplus                                                             942.73           950.54
 Networth                                                                    1,067.13            1,075.45
 Secured Loans                                                               1,253.35            1,245.01
 Unsecured Loans                                                                  278.03           390.63
 Deferred Tax Liabilities (Net)                                                   581.71           649.71
                                                       TOTAL                 3,180.22            3,360.80


 Fixed Assets
 Gross Block                                                                 4,304.29            4,275.84
 Less : Depreciation                                                         1,755.39            1,547.94
 Net Block                                                                   2,548.90            2,727.90
 Capital Work-in-Progress                                                          48.18              24.06
 Investments                                                                      184.79           238.09
 Net Current Assets                                                               398.35           355.23
 Miscellaneous Expenditure                                                             -              15.52
                                                       TOTAL                 3,180.22            3,360.80




                                                                                                      31
                                                                                                      Annexure II

Significant Accounting Policies

1.       BASIS OF ACCOUNTING

The Financial Statements are prepared under the historical cost convention on an accrual basis and in
accordance with the applicable mandatory Accounting Standards.

2.       FIXED ASSETS

Fixed assets are stated at cost (including other expenses related to acquisition and installation).

3.       FOREIGN CURRENCY TRANSACTIONS

Foreign currency transactions are accounted for at the rates prevailing on the dates of the transactions/
converted at contracted rate. Foreign currency assets and liabilities covered by forward contracts are stated
at the forward contract rates while those not covered are restated at year end rate. Exchange differences
relating to fixed assets are adjusted in the cost of the asset. Any other exchange difference is dealt with in
the profit and loss account. Premium in respect of forward contracts is recognised over the life of contracts.

4.       TREATMENT OF EXPENDITURE DURING CONSTRUCTION PERIOD

Expenditure during construction period is included under Capital Work in Progress and the same is
allocated to the respective Fixed Assets on the completion of its construction.

5.       INVESTMENTS

Current investments are carried at lower of cost or fair value. Long term investments are stated at cost after
deducting provisions made for permanent diminution in the value.

6.       INVENTORIES

Inventories are valued at lower of cost and net realisable value. The cost is computed on weighted average
basis.

Finished goods and process stock include cost of conversion and other costs incurred in bringing the
inventories to their present location and condition. Obsolete, defective and unserviceable stocks are duly
provided for.

7.       LEASES

a) In respect of lease transactions entered into prior to 1 April 2001, lease rentals of assets acquired are
charged to profit & loss account.

b) Lease transactions entered into on or after 1 April 2001:

i)       Assets acquired under leases where the Company has substantially all the risks and rewards of
         ownership are classified as finance leases. Such assets are capitalised at the inception of the lease
         at the lower of the fair value or the present value of minimum lease payments and a liability is
         created for an equivalent amount. Each lease rental paid is allocated between the liability and the
         interest cost, so as to obtain a constant periodic rate of interest on the outstanding liability for each
         period.
ii)      Assets acquired under leases where a significant portion of the risks and rewards of ownership are
         retained by the lessor are classified as operating leases. Lease rentals are charged to the Profit &
         Loss Account on accrual basis.


                                                                                                              32
iii)     Assets leased out under operating leases are capitalised. Rental income is recognised on accrual
         basis over the lease term.

(Also refer to policy on Depreciation & Amortisation, infra)

8.       DEPRECIATION AND AMORTISATION

Depreciation is charged in the Accounts on the following basis:
i)                Depreciation on original cost is provided on straight-line basis at the rates prescribed in
                  Schedule XIV to the Companies Act, 1956 except in following.

                  a) Motor Cars at 14.14 % per annum
                  b) Motor Car given to employees as per Company Scheme at 17 % per annum.
                  c) Personal Computers & Laptops given to employees as per Company Scheme at 31 %
                     per annum.

ii)      Assets acquired up to 30 September 1987, are depreciated at the rates prevailing at the time of
         acquisition.

iii)     The value of leasehold land and mining lease is amortised over the period of the lease.
iv)      Contribution to power lines are amortised over a period of five years.

v)       Expenditure incurred on Jetty is amortised over the period of the relevant agreement such that the
         cumulative amortisation is not less than the cumulative rebate availed by the Company.

vi)      Specialised softwares are amortised over a period of three years.

vii)     In respect of the amounts capitalised during the year on account of foreign exchange fluctuation
         depreciation is provided prospectively over the residual life of the assets.

viii)    Depreciation on additions/deductions          is calculated    pro   rata   from/to   the   month of
         additions/deductions.

9.       RETIREMENT BENEFITS

Provisions for/contributions to retirement benefits schemes are made as follows:

         a)   Provident fund on actual liability basis.
         b)   Superannuation/Pension schemes on the basis of actual liability/actuarial valuation.
         c)   Gratuity based on actuarial valuation.
         d)   Leave encashment benefit on actuarial valuation basis.

10.      INTEREST

The difference between the face value and the issue price of ‘Discounted Value Non Convertible
Debentures’, being in the nature of interest, is charged to the profit and loss account, on a compound
interest basis determined with reference to the yield inherent in the discount.

11.      BORROWING COSTS

Borrowing costs that are attributable to the acquisition, construction or production of a qualifying asset are
capitalised as part of cost of such asset till such time as the asset is ready for its intended use. A qualifying
asset is an asset that necessarily requires a substantial period of time to get ready for its intended use. All
other borrowing costs are recognised as an expense in the period in which they are incurred.




                                                                                                             33
12.     PROVISION FOR CURRENT & DEFFERED TAX

Provision for Current Tax is made on the basis of taxable income for the current accounting period and in
accordance with the provisions as per Income Tax Act, 1961.

Deferred Tax resulting from “timing difference” between book and taxable profit for the year is accounted
for using the tax rates and laws that have been enacted or substantively enacted as on the balance sheet
date. The deferred tax asset is recognised and carried forward only to the extent that there is a reasonable
certainty that the assets will be realized in future.

13.     SALES

        a) Sales are accounted on despatch of products and sales value includes excise duty.
        b) Export sales are accounted on the basis of date of bill of lading.




                                                                                                        34
                                                                                        Annexure III
Consolidated Financial Statements of UltraTech Cement Limited

                                                                            Rs. in crore
 Balance Sheet as at March 31                            2005                          2004
 Share Capital                                                  124.40         124.41
 Share Capital to be Extinguished                                       -          0.51
 Reserves and Surplus                                           849.28          928.94
 Net Worth                                                      973.68        1,053.86
 Loan Funds
 Secured Loans                                              1,259.94          1,257.15
 Unsecured Loans                                                278.03          309.07
 Minority Interest                                                4.08                    -
 Deferred Tax Liabilities                                       581.71          602.99
                                               TOTAL        3,097.44          3,223.07
 Fixed Assets
 Gross Block                                                4,530.13          4,473.06
 Less : Depreciation                                        1,879.36          1,660.20
 Net Block                                                  2,650.77          2,812.86
 Capital Work-in-Progress                                        49.65             27.71
 Goodwill on Consolidation                                      152.98          235.95
 Investments                                                            -                 -
 Net Current Assets                                             244.02          114.31
 Miscellaneous Expenditure                                        0.02             32.24
                                               TOTAL        3,097.44          3,223.07
                                                                            Rs. in crore
 Year Ended March 31                                     2005               2004
 Net Sales                                                2,775.91          2,291.99
 Interest & Dividend Income                                     1.38           0.89
 Other Income                                                   19.74         43.06
 Increase / (Decrease) in Stocks                                21.23          0.31
 Expenditure                                              2,439.30          1,968.85
 Interest                                                   109.33           118.46
 Depreciation & Amortisation                                248.52           247.45
 Profit before Tax                                              21.10          1.49
 Less: Profit of UltraTech Ceylinco till date of
                                                                0.76
 acquisition
 Impairment of Goodwill                                         76.84              -
 Profit/(Loss) before tax expenses                          (56.50)            1.49
 Provision for Current Tax                                      32.50         19.65
 Deferred Tax                                               (36.89)          (35.47)
 Profit after Tax                                           (52.11)           17.31
 Minority Interest                                              1.28           0.12
 Profit after Minority Interest                             (53.39)           17.19


                                                                                                 35
1.    Principles of consolidation

        (a) The Consolidated Financial Statements (CFS) comprises the financial statements of UltraTech
        Cement Limited and its subsidiaries as at 31.03.2005, which are as under:

          Name of the Company                                 Country of                % Shareholding &
                                                             Incorporation               Voting Power

          Narmada Cement Company Limited                         India                        97.80%
          Dakshin Cements Limited                                India                         100%
          UltraTech Ceylinco (Private) Limited                  Srilanka                        80%

        (b) The financial statements of the parent company and its subsidiaries have been consolidated on
        a line-by-line basis by adding together the book values of like items of assets, liabilities, income
        and expenses, after eliminating intra-group balances and the unrealised profits/ losses on intra-
        group transactions, and are presented to the extent possible, in the same manner as the Company’s
        separate financial statements.

2.      The reported FY for NCCL is 12 months ending 30 September 2004 and for UltraTech Ceylinco
        Private Ltd. is 31 December 2004. However the unaudited financial statements of NCCL &
        UltraTech Ceylinco (Private) Limited for the year ended 31 March 2005 have been considered for
        the consolidated purpose.

        NCCL accounts are with limited review by auditors of NCCL.

3.      UltraTech Ceylinco (Private) Limited became subsidiary company during the current FY.

4.      Goodwill:

        Goodwill represents the difference between the Group’s share in the net worth of a subsidiary, and
        the cost of acquisition at each point of time of making the investment in the subsidiary. For this
        purpose, the Group’s share of net worth is determined on the basis of the latest financial
        statements prior to the acquisition after making necessary adjustments for material events between
        the date of such financial statements and the date of respective acquisition.

        Goodwill arising out of an acquisition of equity stake in a subsidiary is amortised in equal
        amounts over a period of 10 years from the date of first acquisition. In the event of cessation of
        operations of a subsidiary, the unamortised goodwill is written off fully.

        During the year Rs. 18.99 crore was amortised from goodwill.

 5.      Reserve shown in the consolidated balance sheet represents the Group’s share in the respective
        reserves of the Group companies. Retained earnings comprise general reserve and profit and loss
        account.




                                                                                                        36
                                                                                             Annexure IV

Details of Earning Per Share, Book Value and Return on Networth of the Company

                                   2004-05             2003-04
Earning Per Share                  0.23                3.12
Book Value                         85.78               86.45
Return on Networth                 0.27%               3.71%

Notes:-

Definition of Ratios:

EPS (Earning Per Share) :         Net Profit as per Profit & Loss Account/ Number of Equity
                                  Shares

Book Value               :        Networth/Number of Equity Shares

Return on Networth       :        Net Profit as per Profit & Loss Account/ Average Networth
                                  (i.e. Networth at the beginning and at the end of the accounting period)


                                                                                                 Annexure V

 Statement of Dividend Paid
 Rate of Dividend Paid by the Company
                                                                                Rs. crore
                                                                                2003-04
 Equity Share Capital                                                            124.40
 Dividend Rate                                                                    5%
 Amount of Dividend (Including Corporate Tax on Dividend)                         7.02
 The paid up share capital of the Company comprises 124,398,621 Equity Shares of the Face Value of Rs. 10/ each.



                                                                                             Annexure VI
Tax Shelter Statement

 Tax Shelter Statement
                                                            (Amounts in   millions Rupees)
 Particulars                                                     2004                  2003
 Tax Rate                                                      35.88%                36.75%
 Net Profit before Tax & Extraordinary Items                    492.09
 Tax at notional rate                                           176.54                       0
 Adjustment: Export Benefits                                   (32.40)
             80IA                                             (270.76)
 Difference Between Tax Depreciation & Book                     267.31
 Depreciation
 Other Adjustments                                               94.06
 Adjustments / Rectification resulting from
 Auditors qualification
 Net Adjustments                                                 58.20


                                                                                                        37
 Tax saving on this difference                  20.88
 Total Taxation (current tax)                  197.42
 Extra Ordinary Items
 Taxation on extraordinary items
 Tax on Profits before Extraordinary Items



                                                        Annexure VII
Capitalisation Statement as on 31 March 2005
                                                        (Rs. in Crore)
Debt:
Short Term Debt                                                  302
Long Term Debt                                                 1,229
Total Debt                                                     1,531
Shareholders Funds:
Share Capital                                                    124
Reserves                                                         943
Total Shareholders Funds                                       1,067



Certified by
G.P. Kapadia & Co.
Chartered Accountants




                                                                  38
FINANCIAL INFORMATION OF GROUP COMPANIES

GRASIM INDUSTRIES LIMITED

                                                                                    s
Grasim, a flagship company of the Aditya Birla Group, ranks among India' largest private sector
companies, with a turnover of Rs. 52,333 million in 2003-04. Starting as a textiles manufacturer in 1948,
Grasim’s businesses today comprise Viscose Staple Fibre (VSF), cement, sponge iron, chemicals and
textiles. Grasim is the world leader in VSF with a 24 per cent global market share. It meets over 90 per cent
          s
of India' domestic VSF requirements. In the cement industry, Grasim is poised to become the world'          s
seventh largest cement producer and the largest in a single location.

                                                                                         s
Further, Grasim is the largest merchant producer of sponge iron in India and has India' second largest
                                                                     Grasim'
caustic soda unit. In the textiles industry, its premium brands, the '          Graviera'
                                                                            and '        range of fabrics,
                                               the
have distinctively positioned themselves as ' power of fashion'    .

Date of Incorporation         :            25 August 1947

Audited Financial Highlights
                                                                    (Amount in Rs. Crore)
      As on 31 March                       2005             2004                    2003
Share Capital                                  92.00              92.00                   92.00
Reserves & Surplus*                          4232.00            3514.00                 2879.00
Sales/Income                                 6229.00            5213.00                 4606.00
Profit After Tax (PAT)                        886.00             779.00                  368.00
Dividend (%)                                  160.00             140.00                  100.00
EPS (Rs.)@                                    103.00              85.00                   58.00
Book Value per Share (Rs.)                    472.00             393.00                  324.00
          *Excluding Revaluation Reserve                    @Before Exceptional Items

Price and Volume of Shares

                                           BSE                                   NSE
Month                   High (Rs.)           Low (Rs.)           High (Rs.)        Low (Rs.)
Dec 2004                1327.00              1119.00             1327.00           1117.00
Jan 2005                1355.00              1215.00             1356.00           1212.00
Feb 2005                1386.00              1312.00             1388.00           1312.00
Mar 2005                1409.90              1180.00             1404.00           1180.00
Apr 2005                1248.00              1150.00             1311.55           1148.00
May 2005                1164.90              1028.80             1169.00           1106.00

Board of Directors as on 31 March 2005

Sr. No.                  Name                            Designation
    1.      Mr. Kumar Mangalam Birla                      Chairman
    2.      Mrs. Rajashree Birla                          Director
    3.      Mr. M. L. Apte                                Director
    4.      Mr. B. V. Bhargava                            Director
    5.      Mr. R. C. Bhargava                            Director
    6.      Mr. Y. P. Gupta                               Director
    7.      Mr. Cyril Shroff                              Director
    8.      Mr. S. G. Subrahmanyan                        Director
    9.      Mr. S. B. Mathur                              Director
    10.     Mr. Shailendra K Jain                         Director
    11.     Mr. D. D. Rathi                               Director




                                                                                                         39
- Any public or rights issue during last 3 years:    :   NONE
a. Issue Price of the Security
b. Current Market Price
c. Particulars of changes in the capital structure
since then
d. Statement regarding the cost and progress of
   implementation of the project in comparison
   with the cost and implementation schedule
   given in the offer document

-Information regarding adverse factors

a. Whether the Company has become a sick             :   NO
  company within the meaning of Sick Industrial
  Companies (Special Provisions) Act, 1995 or is
  under winding up

b. Whether the Company has made a loss in the        :   NO
  immediately preceding year and if so, the profit
  or loss figure for the immediately preceding
  three years

- If the promoters have disassociated themselves     :   Divestment of Aditya Birla Group in MRPL to
   from any of the companies/firms during                ONGC due to lack of leadership position in the
   preceding three years, the reason therefore and       sector, no presence in marketing of petroleum
   circumstances leading to disassociation               products and no significant synergies with other
   together with terms of such disassociation            group companies. The decision was also in line
                                                         with the recommendation of the Boston
                                                         Consulting Group where the investment in
                                                         MRPL was identified as “non-core”.

- In case there are common pursuits among group      :   NONE
  companies, the reasons and justification for the
  same shall be spelt out and the conflict of
  interest situation

- Sale and Purchase between companies in the         :   NIL
  promoter group when such sales or purchase
  exceed in value in aggregate 10% of total sales
  or purchase of the issuer and also disclose
  material items of income or expenditure arising
  out of transaction in the promoter group




                                                                                                       40
- Arrangement or mechanism evolved for                 Grasim has a “Shareholder Grievance/Allotment
  Redressal of investor grievance                      & Transfer Committee” at Board level to inter
                                                       alia look into issues relating to Share/Debenture
                                                       holders, including transfer and transmission of
                                                       Shares/Debentures,       issue     of    duplicate
-   Time normally taken by it for disposal of          Share/Debenture certificates, non-receipt of
     various types of investor grievances              dividend, Annual Report etc. Officers of the
                                                       Company have been authorized to approve
                                                       transfer/transmission of shares. The Committee
                                                       meets to ratify share transfers and approve
                                                       transmission of shares and issue duplicate
                                                       Share/Debenture certificates from time to time.

                                                       Grasim has its own in-house share department,
                                                       which is registered with SEBI as Category II
                                                       Share Transfer Agent and expeditiously dispose
                                                       off the investors complaints within a maximum
                                                       period of 10 days of receipt.


UNSECURED LOANS
                                                    2004-05                   2004-03
Fixed Deposits                                        -                       0.31

         Short Term Loans and Advances
                 From Banks:
                 Buyers’ Import Credit              96.66                     243.10
         Other Loans and Advances:
                 From Banks:                        11.31                     19.38
                 From Others:
                 Deferred Sales Tax Loan            427.82                    446.30
                                                    439.13                    465.68


OUTSTANDING/PENDING LITIGATION

Material Litigations Pending against the Company As On 31 March 2005

    1.   A show cause notice for an amount of Rs.10.40 crore was issued stating that the Spinning and
         weaving units of Bhiwani Unit is not a composite mill. The matter is pending in CEGAT. A notice
         was issued disallowing MODVAT credit of Rs.7.06 crore. There are 107 other minor cases
         aggregating Rs.66.31 crore of excise duty which are pending at different levels of appeals.

    2.   Demand of Rs.10.81 crore has been raised towards custom duty on import technical know-how
         and other services against which Bank guarantee of Rs.5.68 crore has been furnished. Matter is
         pending in appeal with the High Court, Mumbai. Penalty of Rs.7.50 crore has been imposed by the
         Customs for non-submission of Bill of Entry against which an appeal is being filed in the Delhi
         High Court.

    3.   Demand of Rs.8.68 crore has been raised towards stamp duty and lease transfer charges on
         property of Gwalior transferred. There are 3 other minor cases aggregating Rs.4.52 crore at
         different levels of appeals.

    4.   MPSEB has raised a demand of Rs.39.28 crore on the basis of MPERC Order imposing a
         condition to use Board’s minimum power to the extent of 50% of requirement and surcharge
         thereon, against which a stay has been obtained from M.P. High Court. A demand of Rs.7.53 crore


                                                                                                       41
         has been raised by MPSEB towards minimum tariff charges. The matter is pending before the
         M.P. High Court. An appeal against a demand of electricity tax of Rs.7.23 crore made by CEIG is
         pending with Energy Secretary for disposal. There are 2 other minor cases amounting to a sum of
         Rs.5.64 crore pending before different levels of appeals.

    5.   In addition to the above, 2 cases aggregating to Rs.3.54 crore with regard to Mineral Area
         Development Cess & Royalty, 61 cases aggregating to Rs.23.43 crore with regard to Sales Tax &
         Entry Tax, 6 cases aggregating to Rs.6.15 crore with regard to Land compensation, 69 cases
         aggregating to Rs.2.99 crore with regard to Labour disputes, 8 cases aggregating to Rs.3.55 crore
         with regard to Freight disputes, 1 case for Rs.0.57 crore with regard to Betterment fees, 2 cases
         aggregating to Rs.0.21 crore with regard to Service tax matters, 4 cases aggregating to Rs.0.90
         crore with regard to Property & road tax matters, 4 cases aggregating to Rs.0.93 crore with regard
         to Water cess, 4 cases aggregating to Rs.2.43 crore with regard to price difference due to weight
         loss, 35 cases of claims from parties aggregating to Rs.2.33 crore and 17 miscellaneous cases
         aggregating to Rs.8.03 crore are pending before the appropriate authorities.

 Samruddhi Swastik Trading and Investments Limited and Sun God Trading and Investments Limited
(Subsidiaries of Grasim)

There were no material litigations pending against the subsidiary companies as on 31 March 2005

PROMISE vs. PERFORMANCE

                     Promises                                             Performance

CEMENT
1. Plant installation in Raipur (M.P.) with capacity   Plant installed on 29 March 2005 at a cost of Rs.
  of 1 Million Metric Tonnes per annum-Cost Rs.        380.02 crore
  3.9 billion expected to be commissioned by the
  end of last Quarter of 1994

2. Plant installation in Shambhupura (Rajasthan)       Plant installed on 28 March 2005 at a cost of
  with capacity of 1 Million Metric Tonnes per         Rs. 317.15 crore
  annum-Cost Rs. 3.9 billion expected to be
  commissioned by the end of first quarter of 1995

STAPLE FIBRE
1. Expansion at Mavoor by 11,000 MT at a cost of       Expansion took place in June 1994 involving a cost
  Rs.300 million expected by June 1994                 of Rs. 300 million

2. New Plant with annual capacity of 60,000 tonnes     1st Phase- It included an expansion of 30,000 tonnes
  to be commissioned. Commissioning is to be           involving a cost of Rs. 3297.40 million and it was
  done in two stages involving a cost of Rs. 3200      completed by December 1997.
  million
                                                       2nd Phase- It included an expansion of the balance
                                                       30,000 tonnes involving a cost of Rs.1240.50
                                                       million and it was completed by March 1999

CHEMICAL
1. Expansion of caustic soda capacity at Nagda from    Commissioned on 21August 1994 with an installed
   123000 to 176000 metric tonnes per annum bases      capacity of 198300 metric tonnes per annum. In
   on membrane cell technology of Rs. 1750 million,    1993-94, the installed capacity was 112500 metric
   expected to be commissioned by the end of 2nd       tonnes per annum. Amount spent on the project Rs.
   Quarter of 1994                                     1430 million upto March 1995




                                                                                                        42
2. New 40 MW power plant to be commissioned by        Commissioned on 13 June 1996
   last quarter of 1995

TEXTILE
1. Project to manufacture worsted yarns near          Project was established on 22 April 1994 having an
  Gwalior with the capacity of 6000 spindles          installed capacity of 8832 spindles, the commercial
                                                      production commenced from 8 November 995

2. Spinning capacity increase by installing 12000     Commissioned on 8 February 1996 having an
  spindles                                            installed capacity of 13824 spindles. The
                                                      commercial production started from 9 February
                                                      1996

SPONGE IRON
Purchase of 4 nos. of 2,500 tonnes mini-bulk          4 mini-bulk carriers delivered by March 1995 worth
carriers for total Rs. 300 million. To be delivered   Rs. 319.44 crore
towards end of 1994 to be used in transport of iron
ore to the plant at Raigarh

RELATED PARTY TRANSACTION WITHIN THE GROUP AND ITS SIGNIFICANCE ON THE
FINANCIAL PERFORMANCE OF THE COMPANY

A.      Parties where control exists-
        Subsidiaries
                 Sun God Trading & Investments Ltd.
                 Samruddhi Swastik Trading & Investment Ltd.
                 UltraTech Cement Ltd.
                 Narmada Cement Company Ltd.
                 Dakshin Cements Ltd.
                 UltraTech Cylinco Private Ltd.

B.      Other Related Parties with whom transactions have taken place during the FY 2004-05

Joint Ventures

Idea Cellular Ltd.
AV Cell Inc., Canada
TANFAC Industries Ltd.

Key Management Personnel

i)      Mr. Shailendra K. Jain, Manager/Whole Time Director
        Relatives of Mr. Shailendra K. Jain
        -Ms. Niharika Jain, Wife
        -Mr. Suvvrat Jain, Son
        -Mr. Devvrat Jain, Son

ii)     Mr. D. D. Rathi, Whole Time Director
                Enterprise where significant influence exists:
                -Vishal Industries and Chemicals Pvt. Ltd.




                                                                                                      43
C.   Nature of Transaction
                                                                             (Rs. in Crore)
         Particulars           Subsidiary   Joint     Key          Relatives of   Enterprise    Total
                                            Venture   Managerial   Key            where
                                                      Personnel    Managerial     significant
                                                                   Personnel      influence
                                                                                  exists
     1. Sale & Services        12.37        0.19      Nil          Nil            Nil           12.56

     2. Interest and other     0.55         Nil       0.01         Nil            Nil           0.56
        Income
        Received/Receivable

     3. Purchase of goods/     5.16         105.34    2.81         0.04           0.01          113.36
        Payment for other
        services

     4. Interest Waiver        Nil          Nil       Nil          Nil            Nil           Nil

     5. Finance Provided       307.83       Nil       Nil          Nil            Nil           307.83

     6. Repayment against      53.78        Nil       Nil          Nil            Nil           53.78
        Finance Provided
     7. Interest Paid          Nil          Nil       Nil          Nil            Nil           Nil

     8. Dividend Paid          2.88         Nil       Nil          Nil            Nil           2.88

     9. Sale of Fixed Assets   0.05         Nil       Nil          Nil            Nil           0.05

     10. Outstanding           15.58        Nil       Nil          Nil            Nil           15.58
         Balances as on 31st
         March: Investments
         (Debentures)
         Debtors               2.23         0.01      Nil          Nil            Nil           2.24

         Loans & Advances      342.71       Nil       0.25         Nil            1.60          344.56

         Creditors             0.59         Nil       Nil          Nil            Nil           0.59

         Unsecured Loans       Nil          Nil       Nil          Nil            Nil           Nil

     11. Guarantee         &   8.42         65.34     Nil          Nil            Nil           73.76
         Collaterals




                                                                                                         44
Hindalco Industries Limited

Hindalco Industries Limited (Hindalco), another flagship company of the Aditya Birla Group, is structured
into two strategic businesses- aluminum and copper- and is an industry leader in both segments. A non-
                                                                            s
ferrous metals powerhouse, close to global scale, it ranks among India' top 10 companies in terms of
market capitalisation. Hindalco commenced its operations in 1962 with an aluminum facility at Renukoot
in eastern Uttar Pradesh. Over the years, it grew into the largest integrated aluminum manufacturer in the
country. With an eye to build size and scale, Hindalco acquired a majority stake in Indian Aluminum
Company Limited (Indal) in FY 2000 - having a major presence in downstream aluminum products and a
leader in special alumina from Alcan of Canada. In FY 2002, Hindalco acquired the copper business of the
erstwhile Indo-Gulf Corporation Limited, a group company. Over the last two years, with a strategic intent
to achieve vertical integration, the copper business of Hindalco has acquired two captive copper mines in
Australia - Nifty and Mt. Gordon. In August 2004, the boards of Hindalco and Indal approved a Scheme of
Arrangement wherein all the assets of Indal other than the foil unit at Kollur in Andhra Pradesh were to be
demerged into Hindalco. This has come into effect retrospectively from 1 April 2004.

                  s
Hindalco is Asia' largest primary producer of aluminium, and among the most cost-efficient producers
globally. In India, Hindalco enjoys a leadership position in primary aluminium and downstream products.
                                                        s
Besides the integrated complex at Renukoot, Hindalco' other manufacturing facilities are located at many
                                                s
diverse locations in the country. The company' R&D centres are located at Belgaum, Renukoot and Taloja.
                                                          s
These have been recognized by the government of India' Department of Scientific and Industrial Research
                   s
(DSIR). Hindalco' units are ISO 9001 and 14001 certified, while several have also attained the OHSAS
18001 - the occupational health and safety certification. On the export front, the company has been
accorded a 'Trading House'  status by the Indian government.

Hindalco’s copper division at Dahej in Gujarat, Birla Copper, enjoys a leadership position in India, having
built up over 40 per cent of the domestic market share within three years of its commissioning. It has also
made successful forays into the export markets of the Middle East, South East Asia, China, Korea and
Taiwan.

Date of Incorporation     :        15 December 1958

Audited Financial Highlights
                                                    (Rs. in Lacs)
                   As on 31st March               2004             2003            2002
            Share Capital                          9247.73          9246.43          7446.32
            Reserves & Surplus                   676542.30        609862.80        450710.00
            Sales / Income (Net)                 620835.20        498562.23        233136.33
            Profit After Tax (PAT)                83892.90          58214.2          6859.99
            Dividend per share (Rs.)                 16.50            13.50            13.50
            Dividend (%)                            165.00           135.00           135.00
            EPS (Rs.)                                90.71            62.92            92.12
            Book Value (Rs.)                        741.59           669.24           615.26

Price and Volume of Shares

                                     BSE                          NSE
             Month         High (Rs.)    Low (Rs.)       High (Rs.) Low (Rs.)
           Dec 2004            1472.8       1247.0          1474.9     1249.0
           Jan 2005            1487.0       1220.0          1499.7     1218.1
           Feb 2005            1418.0       1302.1          1424.7     1305.3
           Mar 2005            1465.0       1265.1          1465.0     1267.0
           Apr 2005            1430.0       1180.0          1429.9     1179.0
           May 2005            1250.0       1127.0          1240.0     1125.0



                                                                                                        45
Board of Directors as on 31 March 2005

             Sr. No.          Name of the Director                     Designation
                1       Mr. Kumar Mangalam Birla               Non-Executive Chairman
                2       Mr. D. Bhattacharya                    Managing Director
                3       Mr. C. M. Maniar                       Independent Director
                4       Mr. E. B. Desai                        Non-Executive Director
                5       Mr. S. S. Kothari                      Non-Executive Director
                6       Mrs. Rajashree Birla                   Non-Executive Director
                7       Mr. M. M. Bhagat                       Independent Director
                8       Mr. A. K. Agarwala                     Non-Executive Director
                9       Mr. K. N. Bhandari                     Independent Director


- Any public or rights issue during last 3 years:    :   NONE
a. Issue Price of the Security
b. Current Market Price
c. Particulars of changes in the capital structure
since then
d. Statement regarding the cost and progress of
   implementation of the project in comparison
   with the cost and implementation schedule
   given in the offer document

-Information regarding adverse factors

a. Whether the Company has become a sick
  company within the meaning of Sick Industrial      :   NO
  Companies (Special Provisions) Act, 1995 or is
  under winding up

b. Whether the Company has made a loss in the        :   NO
  immediately preceding year and if so, the profit
  or loss figure for the immediately preceding
  three years

- If the promoters have disassociated themselves     :   No
   from any of the companies/firms during
   preceding three years, the reason therefore and
   circumstances leading to disassociation
   together with terms of such disassociation

- In case there are common pursuits among group      :   NONE
  companies, the reasons and justification for the
  same shall be spelt out and the conflict of
  interest situation

- Sale and Purchase between companies in the         :   NIL
  promoter group when such sales or purchase
  exceed in value in aggregate 10% of total sales
  or purchase of the issuer and also disclose
  material items of income or expenditure arising
  out of transaction in the promoter group




                                                                                        46
- Arrangement or mechanism evolved for               :   Hindalco has an in-house share transfer
  Redressal of investor grievance                        department, which is registered with SEBI as a
                                                         Category II Share Transfer Agent. The company
                                                         has developed a mechanism whereby each query
                                                         of the shareholder is entered in the software
                                                         system of the Share Department against the
                                                         name of the concerned personnel and removed
                                                         automatically at the satisfaction of the query.
                                                         The officials of the Company can see the
                                                         pending queries on screen. Thus it ensures that
                                                         all the queries of the shareholders are
                                                         satisfactorily attended and replied to.


-Time normally taken by it for disposal of various   :   The disposal of all types of investor grievances
  types of investor grievances                           is within the statutory time frame laid down.



- Sale and Purchase between companies in the         :   NIL
  promoter group when such sales or purchase
  exceed in value in aggregate 10% of total sales
  or purchase of the issuer and also disclose
  material items of income or expenditure arising
  out of transaction in the promoter group

List of Related Parties

(a)   Subsidiary Companies of the Company

Indian Aluminium Company Limited
Indal Exports Limited
Minerals and Minerals Limited
Renukeshwar Investments & Finance Limited
Renuka Investments & Finance Limited
Dahej Harbour and Infrastructure Limited
Lucknow Finance Company Limited
Birla Maroochydore Pty Limited
Birla Mineral Resources Pty Limited
Birla Resources Pty Limited
Birla (Nifty) Pty Limited
Birla Mt Gordon Pty Limited
Bihar Caustic and Chemicals Limited
Utkal Alumina International Limited
Suvas Holdings Limited




                                                                                                       47
(b)      Trusts of the Company

         Trident Trust

(c)    Joint Ventures

       Tanfac Industries Limited
       IDEA Cellular Limited

(d)    Key Managerial Personnel

       Mr. Debu Bhattacharya- Managing Director

The following transactions were carried out with the related parties in the ordinary course of
business:

                                                                  2004-05                  2003-04
       Transaction during the year                         Subsidiary     Joint     Subsidiary     Joint
                                                                         Venture                 Venture
  1      Sales and Conversion`  `                             327.73      108.36      1,113.98       0.59
  2      Services rendered                                     24.72        0.02         17.77       0.24
  3      Interest and dividend received `                      48.46        0.90         78.80      48.68
  4      Interest paid                                         21.53            -        22.37         -
  5      Purchase of materials                               4146.73      181.71        371.08     633.58
  6      Services received                                    278.63        0.38        318.40       0.75
  7      Investments, Deposits, loans and advances made      1117.69            -     1,111.15     700.00
         during the year
         Investments, Deposits, loans and advances as on
   8     31.03.2005                                          5877.91     2293.36    16,462.25     2,293.36
   9     Guarantees and Collateral securities given         11400.00      875.00     5,110.90       849.96
  10     Licence and Lease arrangements
         a) Licence Fees                                        4.92            -        4.92           -
         b) Deposits                                           54.85            -       44.45           -
         Outstanding balance as on 31 March 2005
  1      Debit Balances                                         5.57       13.11        11.43          0.41
  2      Credit Balances                                      350.23        5.49       141.93          0.89

(b)    Trident Trust
       Beneficiary Interest in the Trust                      344.52                     344.52

(c)    Key Managerial Personnel:
       Managerial Remuneration (including perquisites)        25.82                      16.51

PROMISE vs. PERFORMANCE

Not Applicable




                                                                                                  48
OUTSTANDING/ PENDING LITIGATION

             Details of the Case                                 Status                            As on         As on
                                                                                                   31.03.05      31.03.04
i)      Demand notice by Asstt.          Writ petition pending with Delhi High Court, Delhi.       91.21         91.21
        Collector Central Excise         Earlier demand raised was quashed by Delhi High
        Mirzapur for excise duty on      Court. The amount has been sequestered in the
        power       generated     by     Aluminium Regulation account. According to the
                  s
        company' captive power           terms of settlement dated 5.12.83 between the Central
        plant, Renusagar Power Co.       Govt. and the Company, this amount will be
        Ltd. (Since amalgamated).        reimbursed to the Company in the event the case is
                                         decided against the Company.
ii)     Demand of interest on past       The demand is in dispute with Controller of               63.29         29.04
        dues of the Aluminium            Aluminium Regulation Account.
        Regulation account upto
        31.12.1987.
iii)    Retrospective Revision of        Writ petition pending with Lucknow Bench of               40.80         40.80
        Water Rates by UP Jal            Allahabad High Court. The demand stayed vide order
        Vidyut Nigam Limited (April      dated 11.5.2001
        1989 to June 1993 & Jan
        2000 to Jan 2001)
iv)     Transit fees levied by           Appeal pending with Allahabad High Court and              52.05         37.73
        Divisional Forest officer,       payment of transit fee has been stayed. According to
        Renukoot on coal and bauxite     legal opinion received by the Company, the forest
                                         department has no authority to levy such fee.
v)      M.P Transit Fee on Coal          Writ petition pending with Jabalpur High Court. The       112.48        82.67
        demanded by Nothern Coal         Company has paid Rs 105.90 million to NCL under
        Fields Limited                   protest subject to the final conclusion of the writ
                                         petition
vi)     Withholding Tax on payment       Appeal pending before Income Tax Appellate                91.56         91.56
        of fees on GDR issue             Tribunal, Mumbai. Demand adjusted against refund
                                         due to the Company
vii)    Imposition of Cess on Coal       Appeal pending before Allahabad High Court,               31.40         10.11
        by Shaktinagar Special Area      Allahabad. Demand and levy stayed. According to
        Development Authority            legal opinion received by the Company, the state has
                                         no power to tax the mineral since this field is covered
                                         under Mines and Minerals Development and
                                         Regulation Act
viii)   Demand of        Royalty on      Appeal pending with Allahabad High Court,                 12.90         12.90
        Vanadium by District Mining      Allahabad. The demand stayed on certain conditions
        officer, Lohardaga               which has been fulfilled by the Company
ix)     The demand of Excise Duty        Appeal pending with Customs, Excise and Service tax       1557.70       1557.70
        on gold                          Appellate Tribunal, West Zone, Mumbai
x)      The Demand for Custom            Appeal with Customs, Excise and Service tax                   -         113.70
        Duty on Engg, Fees               Appellate Tribunal, West Zone, Mumbai decided in
                                         favour of Company
xi)     Demand for non-payment of        Writ petition admitted and stay granted by High Court,    212.26        218.90
        sales tax on leased assets       Ahemdabad
xii)    Arbitration proceeding with      Matter settled                                                -         45.09
        IFFCO for claim of short
        supply of Phosphoric Acid
xiii)   Other Contingent Liabilities     The demands are in dispute at various legal forums          84.85       37.84
        in respect of Excise, customs,
        Sales Tax etc. each being for
        less than 10 millions



                                                                                                            49
UNSECURED LOANS
                                                                         (Rs. in Million)
                                                                         as on 31 March 2005

         Employees and other Deposits                                    Rs. 268.25 million
         Rupee Loans from Banks                                          Rs. 55.02 million
         Foreign Currency Loans from Banks                               Rs. 3,420.31 million
         Foreign Currency Loans from Financial Institutions              Rs. 1,484.11 million
         Buyers credit                                                   Rs. 3,248.90 million

The terms and conditions including interest rates and repayment schedule:

All the short-term loans are payable within a period of less than one year.
Employees Deposits amounting to Rs. 262.86 million are accepted for a maximum duration of 1 year and
the rate of interest paid is 7.50%.
The interest rates on this loans ranges from 2% - 15%




                                                                                                 50
Indo Gulf Fertilisers Limited

Indo Gulf Fertilisers Limited (IGFL), an Aditya Birla Group company, is among the largest private sector
fertiliser companies in India. Strategically located at Jagdishpur, near Lucknow, in the heart of the fertile,
agriculture intensive Indo-Gangetic plain in Uttar Pradesh, Indo Gulf manufactures and markets urea, a
nitrogenous fertiliser.

IGFL enjoys a leadership position in the nitrogenous fertiliser sector supported by a strong distribution and
customer service network. IGFL’s marketing areas include Uttar Pradesh, Bihar, Jharkhand and West
Bengal, which together account for over 40 per cent of the total urea consumption in India.

Major brand building initiatives include the Extension Education Service and Customer Relationship
Management Plan. Indo Gulf' '  s service-centric'marketing strategy focuses on providing complete agri-
                                                                          s
solutions to the farmers and service support to the channel partners. IGFL' work amidst farmers - who are
its ultimate customers, has made a lasting impact.

The move to demerge the fertiliser business of erstwhile Indo Gulf Corporation Limited into an
independent entity and amalgamate the remaining copper business with Hindalco Industries Ltd was a
major strategic initiative, aimed at enhancing shareholder value. As a result of the exercise, Indo Gulf has
emerged fully focused on fertilisers, commanding strong brand equity and a leadership position in the
fertiliser industry. IGFL recorded a turnover of Rs. 678.35 crore for FY 2005. It produced 9.85 Lakh MT
of Urea, reflecting a capacity utilization of 113 per cent, and higher on-stream days operation.

IGFL addresses its societal responsibilities and provides support to the communities as a good corporate
citizen. It is also signatory of the UN Global Compact based on Ten Principles related to Human Rights,
Child Labour, Environment and Anti Corruption.

Date of Incorporation      :          10.03.1998

Audited Financial Highlights
                                                                                (Rs. in Lacs)
     As on 31st March                   2005                 2004                  2003
Share Capital                                   4509                 4509                  4509
Reserves & Surplus                             55756                51506                 43904
Sales, Price Support &                         69872                60456                 70088
Other Income
Profit After Tax (PAT)                          5693                9027                  17280
Dividend (%)                                      28                   28                    26
EPS (Rs.)                                      12.63                20.02                 38.32
Book Value (Rs.)                                 134                 124                    107

Share Price Data

                               BSE                           NSE
Month             High (Rs.)         Low (Rs.)     High (Rs.)    Low (Rs.)
Dec 2004           131.00             101.00        130.80        103.70
Jan 2005           131.25             115.25        131.00        114.10
Feb 2005           141.00             123.15        140.00        125.20
Mar 2005           131.00             108.00        130.50        109.25
Apr 2005           119.00             105.55        121.00        107.00
May 2005           129.65             111.00        144.20        109.10




                                                                                                          51
Board of Directors as on 31 March 2005

Sr. No.     Name of the Director                                Designation
    1       Mr. Kumar Mangalam Birla                                   Chairman
    2       Mrs. Rajashree Birla                                        Director
    3       Mr. B.N. Puranmalka                                         Director
    4       Mr. V.T. Purswani                                           Director
    5       Mr. V.N. Nadkarni                                           Director
    6       Mr. D.C. Gami                                               Director
    7       Mr. G.P. Gupta                                              Director
    8       Mr. Rakesh Jain                                        Managing Director


- Any public or rights issue during last 3 years:    :   NONE
a. Issue Price of the Security
b. Current Market Price
c. Particulars of changes in the capital structure
since then
d. Statement regarding the cost and progress of
   implementation of the project in comparison
   with the cost and implementation schedule
   given in the offer document

-Information regarding adverse factors

a. Whether the Company has become a sick             :   NO
  company within the meaning of Sick Industrial
  Companies (Special Provisions) Act, 1995 or is
  under winding up

b. Whether the Company has made a loss in the        :   NO
  immediately preceding year and if so, the profit
  or loss figure for the immediately preceding
  three years

- If the promoters have disassociated themselves     :   NO
   from any of the companies/firms during
   preceding three years, the reason therefore and
   circumstances leading to disassociation
   together with terms of such disassociation

- In case there are common pursuits among group      :   NONE
  companies, the reasons and justification for the
  same shall be spelt out and the conflict of
  interest situation

- Sale and Purchase between companies in the         :   NIL
  promoter group when such sales or purchase
  exceed in value in aggregate 10% of total sales
  or purchase of the issuer and also disclose
  material items of income or expenditure arising
  out of transaction in the promoter group




                                                                                       52
- Arrangement or mechanism evolved for               :   An investor-centric mechanism is in place for
  Redressal of investor grievance                        redressal of the investor grievances, monitored
                                                         by the Investors’ Grievance Committee
                                                         comprising     of    Non-executive/Independent
                                                         directors.

-Time normally taken by it for disposal of various   :   Average time taken for disposal of investor
  types of investor grievances                           complaints is 1 day.


No material business transaction with the group companies/related parties. Transactions with group
companies as disclosed in the Annual Accounts for the year 2004-05 pursuant to AS – 18 are as
under: -
                                                             (Rs. in Crore)
Name of Company             Inter Corporate           Inter Corporate           Interest on Inter
                            Deposits given*           Deposits received         Corporate Deposits*
                                                      back*
                            2004-05      2003.04      2004-05      2003.04      2004-05      2003.04
Birla Global Finance        163.50       14.00        172.50       NIL          0.71         Rs.37,260
Ltd.
BGFL Corporate Finance 28.00             NIL          28.00        NIL          0.13         NIL
Pvt. Ltd.
Birla Global Asset          181.50       NIL          181.50       NIL          1.56         NIL
Finance Company Ltd.
Birla TMT Holdings Pvt. 185.00           NIL          185.00       NIL          0.99         NIL
Ltd.
Balance Outstanding as      NIL          14.00        NIL          NIL          NIL          NIL
at the year end
* Represents the aggregate of various amounts given and received back during the year.

    The Significance of these transactions on the financial performance of the company shall be
    stated

    No material significance on the financial performance of the Company.

Outstanding/Pending Litigation as on 31 March 2005

   Particulars/Act                        Details of the case/demand                         Amount
                                                                                          Involved (Rs.
                                                                                             Crore)
The West Bengal Sales    Tax & other dues on sale of Urea, trading materials and on                0.68
Tax Act, 1994            secondary freight.
Commercial     Dispute   Claim made by Hindustan Petroleum Corporation Limited                     2.08
with Vendor              (HPCL) for amount deducted by the Company for certain
                         disputes relating to poor quality of products and shortages.

                         Counter claim amounting to Rs.2, 53, 82,555/- filed by the
                         Company against HPCL on account of certain disputes
                         relating to poor quality of products and shortages.

                         Case pending in the District Court, Sultanpur.




                                                                                                      53
Disputed       claims/   Demand by the Asst. Director, Electric Safety towards interest            0.03
demands                  in connection with captive power generation is pending before
                         the Hon’ble High Court, Lucknow.

                         Claims made by ex-employees of the Company pending in                     0.59
                         Courts
                         Demands made by the Employees State Insurance                             0.18
                         Corporation (ESIC)
                         Claims for recovery towards staff cost, siding inspection                 0.17
                         charges, etc. of personnel deployed by the Indian Railways at
                         the Company’s private siding.

                         Claims for detention charges of dedicated trucks and toll tax             0.01
                         etc. on trucks for transportation of Urea
Other legal cases*       Claim against the owner of the vehicle engaged on contract                0.12
                         basis by the Company under the Motor Vehicles Act before
                         the Motor Accident Claims Tribunal. The Company too was
                         made a party in the case.
                         Case filed by Sub-contractor for recovery of dues from the                0.04
                         Contractor engaged by the Company for execution of works
                         contract. The Company too was made a party in the case.


* The Company has since been acquitted in the cases.

The Company had not been subject to any disciplinary action or any demand by SEBI, Stock Exchanges
etc.

    Breakup of total outstanding unsecured loans taken

    Fixed Deposits (FDs) from employees, etc. -        Rs. 5.05 Crore

    The terms and conditions including interest rates and repayment schedule

    FDs are accepted in accordance with the relevant provisions of the Companies Act, 1956 read with the
    Companies (Acceptance of Deposits) Rules, 1975. FDs are accepted for 1 year maturity and interest is
    paid @ 10%, 9% & 7.5% p.a. depending upon the aggregate amount of deposits placed by a single
    person together with his/her dependant relatives.




                                                                                                      54
Indian Rayon and Industries Limited

                                                                         s
Indian Rayon and Industries Limited (IRIL) is the Aditya Birla Group' most diversified conglomerate,
with a turnover of Rs. 1860.62 crore for FY 2005. It is a leading player in its key business segments,
including Viscos Filament Yarn (VFY), carbon black, branded garments, textiles and insulators. Over the
past three years, IRIL through its subsidiaries has made successful forays into insurance, IT services and
Business Process Outsourcing (BPO), striking a balance between manufacturing, brands and services.

IRIL is the second largest producer of VFY in India. It is the largest branded apparel company in India and
the second largest producer of carbon black in India. Life insurance joint venture, Birla Sun Life Insurance
                        s
Company Ltd, is India' second largest private sector insurance company. Insulators joint venture with
                                       s                   s
Birla NGK Insulators Pvt. Ltd is India' largest and world' third largest producer of insulators. IRIL is also
emerging as a potential player in high growth IT services and BPO sector.

Date of Incorporation      :         26 September 1956

Audited Financial Highlights
                                                       (Rs. in Crore)
       As on 31st March                   2005                 2004              2003
Share Capital                                 59.88                 59.88             59.88
Reserves & Surplus                          1294.18              1207.80            1110.91
Sales / Income                              1870.69              1591.62            1452.42
Profit After Tax (PAT)                       113.72               131.28             105.33
Dividend (%)                                    4%                    4%             3.75%
EPS (Rs.)                                     18.99                 21.92             17.59
Book Value (Rs.)                            1353.40              1269.50            1173.58

Share Price Data

                               BSE                              NSE
Month            High (Rs.)          Low (Rs.)        High (Rs.)    Low (Rs.)
Dec 2004           395.0               290.5            399.2         290.1
Jan 2005           420.9               348.3            421.0         345.3
Feb 2005           460.0               409.5            462.8         406.0
Mar 2005           469.0               350.0            460.1         370.0
Apr 2005           438.0               397.1            438.0         397.2
May 2005           456.0               388.5            457.0         387.0

Board of Directors as on 31 March 2005

Sl. No.         Name of the Director             Designation
1.         Mr. Kumar Mangalam Birla              Chairman
2.         Mrs. Rajashree Birla                  Director
3.         Mr. H.J. Vaidya                       Director
4.         Mr. B.L. Shah                         Director
5.         Mr. P. Murari                         Director
6.         Mr. B.R. Gupta                        Director
7.         Ms. Tarjani Vakil                     Director
8.         Mr. Vikram Rao                        Director
9.         Mr. S.C. Bhargava                     Director




                                                                                                         55
- Any public or rights issue during last 3 years:    :   NONE
a. Issue Price of the Security
b. Current Market Price
c. Particulars of changes in the capital structure
since then
d. Statement regarding the cost and progress of
   implementation of the project in comparison
   with the cost and implementation schedule
   given in the offer document

-Information regarding adverse factors

a. Whether the Company has become a sick             :   NO
  company within the meaning of Sick Industrial
  Companies (Special Provisions) Act, 1995 or is
  under winding up

b. Whether the Company has made a loss in the        :   NO
  immediately preceding year and if so, the profit
  or loss figure for the immediately preceding
  three years


- If the promoters have disassociated themselves     :   NO
   from any of the companies/firms during
   preceding three years, the reason therefore and
   circumstances leading to disassociation
   together with terms of such disassociation


- In case there are common pursuits among group      :   NONE
  companies, the reasons and justification for the
  same shall be spelt out and the conflict of
  interest situation


- Sale and Purchase between companies in the         :   NIL
  promoter group when such sales or purchase
  exceed in value in aggregate 10% of total sales
  or purchase of the issuer and also disclose
  material items of income or expenditure arising
  out of transaction in the promoter group


- Arrangement or mechanism evolved for               :   The Company attends all investor complaints on
  Redressal of investor grievance                        priority and ensures that proper and prompt
                                                         response is given to every complaint. It receives
                                                         complaint from Investors, SEBI, NSDL, CDSL,
                                                         DCA, BSE, NSE etc. Every complaint received
                                                         is noted in a register with the details such as
                                                         Inward date, letter ref. No, Name of
                                                         complainant, Marked to, and Replied on etc.

                                                         Complaint of regulatory authorities is being
                                                         attended by the Head of the Share Department
                                                         so as to ensure proper and timely redressal. Any


                                                                                                        56
                                                         complaint from statutory authorities is replied to
                                                         them along with a copy to the Complainant. The
                                                         most common complaints that are received by
                                                         the Share Department pertain to:

                                                         a.    Non- receipt of shares after transfer and
                                                               transmission.
                                                         b.    Issue of Duplicate Share Certificates
                                                         c.    Non- receipt of Dividend Warrant.
                                                         d.    Non- receipt of interest / redemption
                                                               warrant on Debentures.
                                                         e.    Non- receipt of shares after conversion of
                                                               Debentures.
                                                         f.    Non- receipt of Share certificates after
                                                               demat rejection.
                                                         g.    Pending demat request.

                                                         It is the constant endeavor of the Company to
                                                         minimize the complaints by pro-actively
                                                         sending periodical reminders for Unpaid
                                                         dividends/ Undelivered Share Certificates etc.


-Time normally taken by it for disposal of various   :   Share department attends investor complaints on
  types of investor grievances                           priority and ensures timely redressal of
                                                         complaints. Such complaints are generally
                                                         replied within 2-3 days of receipt.


- Sale and Purchase between companies in the         :   NIL
  promoter group when such sales or purchase
  exceed in value in aggregate 10% of total sales
  or purchase of the issuer and also disclose
  material items of income or expenditure arising
  out of transaction in the promoter group

Disclosure in respect of Related Parties pursuant to Accounting Standard 18:

a) List of Related Parties:

I. Parties where control exists - Subsidiaries: -

    Aditya Vikram Global Trading House Ltd.
    Laxminarayan Investment Ltd.
    PSI Data Systems Ltd. (PSI)
    Birla Technologies Ltd. (Subsidiary of PSI)
    Birla Sun Life Insurance Co. Ltd. (BSLICL)
    Transworks Information Services Ltd. (TW) (includes Transworks IT Services (India) Ltd. Merged
    with TW w.e.f. 1 April 2003)
    Transworks Inc. USA (Subsidiary of TW)




                                                                                                         57
II. Other Parties with whom the Company has entered into transactions during the year:

Joint Ventures

     IDEA Cellular Limited
     BIRLA-NGK Insulators Pvt. Ltd. (BNIPL)

Associates

     Crafted Clothing Pvt. Ltd. (Ceased to be an Associate w.e.f 2 June 2004)

Key Management Personnel and enterprises having common key management personnel

Key Management Personnel - Mr. K.K. Maheshwari, Manager
Enterprises having common key management personnel - Tanfac Industries Ltd.

b)   During the year following transactions were carried out with the related parties in the ordinary course
     of business: -
                                                                                (Rs. In Crore)
 Transaction/                     Subsidiaries Associates Joint              Enterprise           Key
 Nature of Relationship                                        Ventures      having common Management
                                                                             Key                  Personnel
                                                                             Management
                                                                             Personnel
 Sales, Service and other              0.01            -          10.58             3.30                   -
 income                                                          BNIPL
                                      (1.24)        (0.95)       (16.75)           (4.52)                  -
 Purchase of goods and                   -           1.15         73.86                -                   -
 services                                                        BNIPL
                                      (0.15)        (6.80)       (50.54)               -                   -
 Expenditure      on   Royalty,          -             -           2.91                -                   -
 Commission                 and       (6.07)           -             -                 -                   -
 compensation
 Purchase of fixed assets                -             -             -                 -                   -
                                     (42.64)           -             -                 -                   -
 Sale of fixed assets                    -             -             -                 -                   -
                                         -          (0.19)           -                 -                   -
 Managerial remuneration                 -             -             -                 -                 0.96
                                         -             -             -                 -                (0.84)
 Fresh investment made                44.42            -             -                 -                   -
                                    BSLICL
                                     (96.40)        (5.70)        (8.00)               -                   -
 Loans granted                           -             -          (0.90)               -                   -
                                     (12.54)           -         (73.65)               -                   -
 Loans obtained                          -             -             -                 -                   -
                                         -             -          (4.00)               -                   -
 Guarantees Provided for                 -             -             -                 -                   -
                                    (112.20)        (4.00)           -                 -                   -
 Outstanding balances as at
 31 March 2005
 Loans granted                           -             -           2.54                -                   -
                                         -             -          (6.35)               -                   -
 Amount receivable                     0.01            -          10.36             0.36                   -
                                      (0.05)        (0.53)       (10.27)           (0.37)                  -
 Amount Payable                          -             -          16.88                -                   -


                                                                                                       58
                                       (0.07)        (0.03)       (10.15)             -                   -
 Guarantees Provided for               87.32            -          30.00              -                   -
                                      (89.70)       (12.72)       (30.00)             -                   -
 Investments                          459.37            -         109.31
                                     (414.95)        (5.70)      (109.31)             -                   -

    -Figures in brackets represent corresponding amount of previous year
    -No amount in respect of the related parties have been written off/back are provided for during the year
   -Related party relationship have been identified by the management and relied upon by the auditors.

Outstanding/Pending Litigation as on 31 March 2005

Statute                           Matter                          Status              Amount
                                                                                      (Rs in crore)
Excise Duty            Cases more than Rs.5 crore      The Excise department has      5.51
                                                       made a demand of Rs.5.51
                                                       crore in respect of imported
                                                       readymade           garments
                                                       purchased in bulk and
                                                       repacked in small quantity
                                                       for sale, considering this
                                                       activity as manufacturing.
                                                       The company has submitted
                                                       that this activity does not
                                                       amount to manufacture and
                                                       no excise duty is payable.

                       Other cases                                                    21.87
Total                                                                                 27.38
Customs Duty           Cases more than Rs.5 crore                                     --

                       Other cases                                                    1.51
Total                                                                                 1.51
Sales Tax              Cases more than Rs.5 crore                                     --

                       Other cases                                                    5.83

Total                                                                                 5.83
Income Tax             Cases more than Rs.5 crore      The       Income       Tax     5.57
                                                       Department has filed appeal
                                                       before Appellate Tribunal
                                                       against the Company in
                                                       connection with favourable
                                                       order received by the
                                                       Company from CIT(A) for
                                                       the Assessment Year 1995-
                                                       96

                                                       The       Income       Tax     17.59
                                                       Department has filed appeal
                                                       before Appellate Tribunal
                                                       against the Company in
                                                       connection with favourable
                                                       order received by the
                                                       Company from CIT(A) for



                                                                                                         59
                                               the Assessment Year 1997-
                                               1998

                  Other cases                                                   11.63
Total                                                                           34.79
Labour            Cases more than Rs.5 crore                                    --

                  Other cases                                                   5.85

Total                                                                           5.85
Civil and Other   Cases more than Rs.5 crore   The company entered into a       5.82
Misc. cases                                    contract with a party for
                                               supply       of      hardware
                                               accessories to Uttar Pradesh
                                               State Electricity Board
                                               (UPSB). The party failed to
                                               supply      the      hardware
                                               accessories and so the
                                               Company procured the
                                               accessories       from      an
                                               alternative     supplier.   In
                                               response, the party has filed
                                               a suit against the company
                                               and         UPSEB          for
                                               compensation amounting to
                                               Rs.5.82       crore.      The
                                               Company has also filed a
                                               suit against the party for
                                               Rs.1.62 crore additional
                                               costs incurred.

                  Other cases                                                   6.41
Total                                                                           12.23
Grand Total                                                                     87.59




                                                                                        60
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS
OF OPERATIONS AS REFLECTED IN THE FINANCIAL STATEMENTS

Financial Highlights
                                                                                         (In Rs. Crore)
                                                                 FY05            FY 04         % Change
          Net Turnover                                            2681.05         2251.13              19.1
          Domestic                                                2166.69         1858.47
          Exports                                                  514.36          392.66
          Other income                                               22.25          59.59            (62.7)
          Total Expenditure                                       2331.40         1931.99              20.7
          Operating Profit (PBIDT)                                 371.90          378.73             (1.8)
           % Operating Margin                                      13.9%           16.8%
          Interest                                                 106.88          115.01               7.1
          Gross Profit (PBDT)                                      265.02          263.72               0.5
          Depreciation                                             221.78          214.52               3.4
          Profit Before Tax and Diminution                           43.24          49.20            (12.1)
          Diminution in Value of Investment (EI)                     76.84               -
          Profit Before Tax /(Loss)                                (33.60)          49.20
          Current Tax                                                31.55          19.65
          Deferred Tax                                             (68.00)          (9.28)
          Net Profit after Total Tax and EI                           2.85          38.83            (92.7)

Capacity Utilisation

The Company enhanced its capacity utilisation across all its plants. Capacity utilisation (Cement production
and Clinker sales) was 91% as against 90% in the previous year. Capacity utilisation in the 2nd half of FY
2004-05 was 93%, as against 88% in 1st half. Consequently production grew by 2.7% from 11.79 million
tonnes to 12.11 million tonnes.

Sales Volume

The domestic cement sales volume grew by 4% to 11.66 mn tonnes as against industry average of 7%. The
volumes suffered due to production constraints at Gujarat Cement Works. Export volumes remained flat at
3.5 million tonnes. Hence aggregate sales volumes grew by 2 % to 15.17 mn tonnes. The domestic market
share has been maintained at 9.81%.

Sales Realisation

Domestic Cement realisation improved by 12% from Rs.1632 per metric tonne to Rs 1822 per metric
tonne. Export price has seen substantial increase, Cement realisation improved by 24% to Rs 1920 per
metric tonne from 1543 pmt and Clinker realisation improved by 28% to Rs.1297 per metric tonne from
1014 per metric tonne.

Net Turnover

Net turnover has increased by 19 % from Rs.2251 crore to Rs.2681 crore, mainly on account of increase in
domestic export realisation.

Other Income

Other income was lower at Rs.22.25 crore compared to Rs.59.59 crore in the previous year was lower
mainly on account of exchange gain and higher interest income from its subsidiary company in the
previous year.




                                                                                                         61
Operating Profit (PBDIT) & Margin
Operating profit down by 1.8 % to Rs.371.90 crore mainly on account of substantial increase in power and
fuel cost. The company has also incurred additional sum of Rs.25 crore towards brand transition and has
written off deferred revenue expenditure of Rs 12.60 crore which was hitherto amortised over five years.

The operating margins were lower at 14% against 17% in FY 2003-04 due to substantial increase in power,
fuel and logistics cost. The consistent rise in prices of naphtha, resulted in substantial increase in generation
cost of power at Gujarat plant which has 38% capital employed and which contributes around 40% to its
revenue. Fuel costs were also affected with domestic coal prices rising by 16% and imported coal price up
by over 60%.

Interest
Interest and finance charges were lower by 7% at Rs.106.88 crore compared to Rs.115.01 crore in the
previous year. This was on account of rationalisation of high cost debts and better working capital
management.
Depreciation
Depreciation at Rs.221.78 crore in the current year was higher compared to Rs.214.52 crore in the previous
year on account of depreciation of Rs.18.34 crore relating to earlier years

Diminution in Value of Investment
Based on an independent valuation report and to comply with the requirement of Accounting Standard 13, a
provision of Rs.76.84 crore has been made towards permanent diminution in the value of investment during
the year in your company’s subsidiary viz. NCCL.
Income Tax

The provision for current tax has increased by 61% from Rs 19.65 crore in FY 2003-04 to Rs 31.55 crore in
FY 2004-05 due to lower income tax depreciation. There is increase in deferred tax credit from Rs 9.28
crore in FY 2003-04 to Rs 68.00 crore in FY 2004-05 on account of reduction in income tax rates in
Finance Bill 2005.

Net Profit
Net profit during the year was Rs.2.85 crore as compared to Rs.38.83 crore in the previous year.

           Cash Flow Analysis                                                       (In Rs. Crore)
                                                                                                FY 05
            Source of Cash
            Cash from Operations                                                                     371.67
            Non-operating Cash flow                                                                    3.70
            Total
                                                                                                     375.37
            Use of Cash
            Net Increase in Investments                                                               22.03
            Net Capital Expenditure                                                                   68.85
            Decrease in debts                                                                        120.12
            Increase in Working Capital                                                               34.25
            Dividends                                                                                  7.02
            Interest                                                                                 108.16
            Share Capital Extinguishment                                                               0.51
            Increase in Cash and Cash equivalent                                                      14.43
            Total
                                                                                                     375.37



                                                                                                              62
Sources of Cash

Cash from Operations

Cash from operations was higher at Rs. 371.67 crore in FY 2004-05 as against Rs. 314.89 crore in
FY 2003-04.

Non-operating Cash Flow

Non operating Cash flow includes interest from subsidiary and other investments.

Use of Cash

Net Increase in Investments

The company has acquired 4 Crore shares in UltraTech Ceylinco Private Limited from Larsen & Toubro
Limited for value of Rs. 23.03 crore

Net Capital Expenditure

The capital expenditure of Rs. 68.85 Crore was on account of Modernisation / Replacement of existing
assets.

Decrease in Debts

The total debts decreased by Rs 120.12 crore in FY 2004-05. The Company raised Rs 500.44 crore on
account of long term debts and repaid Rs 612.00 crore. There was further reduction in short term
borrowings by Rs 57.75 crore. Sales tax deferment loan increased by Rs 49.19 crore. The company enjoys
AA+/Stable and P1+ for its long term and short term debts from CRISIL.

Increase in Working Capital

Increase in working capital of Rs 34.25 crore was mainly on account of increase in inventory by Rs 60.54
crore and loans and advances Rs 26.43 crore compensated by decrease in current liabilities by Rs 52.72
crore.

Dividend

The Company has paid Rs 7.02 crore as dividend to its shareholders including corporate tax on dividend of
Rs 0.80 crore. For the Current year, the board has recommended a dividend of Rs 0.75 per share, entailing
an outflow of Rs 10.64 crore including corporate tax on dividend of Rs 1.31 crore. This accounts for 13.4%
of net profit after total taxes but before exceptional items for the year.

LITIGATION & OTHER INFORMATION

Contingent Liabilities not provided for in respect of:

Claims not acknowledged as debts:
                                                                      Rs. in crore    Rs. in crore
(a)   Sales-tax liability that may arise in respect of matters in             31.47             30.89
      appeals.
(b)   Excise duty liability that may arise in respect of matters in          19.02              8.11
      appeals which are pending for disposal.
(c)   Demand of Royalty on Limestone/ Marl for which the                     13.53             12.87
      company has gone in appeal.



                                                                                                        63
(d)   Others - Including claims in respect of which the Company is                9.54          12.13
      contingently liable.

Except as described below, there are no outstanding litigations, suits or criminal or civil prosecutions,
proceedings or tax liabilities against the Company, its Directors, its promoters and companies promoted by
the promoter that would have a material adverse effect on the Company’s business other than unclaimed
liabilities of the Company or its Directors or its promoters and companies promoted by the promoter and
there are no defaults, non-payment or overdues of statutory dues, institutional/bank dues and dues payable
to holders of any debentures, bonds and fixed deposits and arrears of preference shares of the Company that
would have a material adverse effect on the Company’s business. Further, the Company, the Company’s
Directors or the Company’s promoters or companies promoted by the promoter have not been declared as
willful defaulter by RBI, have not been debarred from dealing in securities and / or accessing the capital
markets by SEBI and no disciplinary action has been taken against them by SEBI or any stock exchange.

Outstanding Litigations against the Company (as of 31 March 2005)

Litigations involving UltraTech

(A)      There are no litigations against the Company involving criminal offences.

(B)      There is one case pending in civil court against the Company for recovery of an amount of
         Rs.3.80 crore for alleged breach of contract for supply of clay. In this case written
         statement has been filed and the case is attended by our advocates locally and monitored by us.

(C)      There is one Arbitration matter pending in Mumbai High Court claiming demurrage amount
         of Rs. 1.20 crore arising out of contract for supply of coal.

Litigation against any other company whose outcome could have a materially adverse effect on            the
position of UltraTech-

NONE

Litigations involving Statutory and other Offences:

(A)      Consumer Dispute Cases: There are 7 cases pending against the Company in Consumer Courts.
         These are mainly against alleged quality of cement supplied. The amount of contingent liability in
         these cases is around Rs. 75.48 Lac.

Consumer Cases filed against UTCL

               Sl. No      Consumer Forum      Amount (Rs.)
               1)          Kochi                          25000
               2)          Udupi                         150000
               3)          Thane                         100000
               4)          Jalgaon                       673000
               5)          Bokaro                       1400000
               6)          Avadi                        2200000
               7)          Tanjavore                    2000000
               8)          Dongargarh                   1000000
                                         TOTAL          7548000

(B)      Income Tax Cases: There are no income tax cases pending against the Company.

(C)      Sales Tax Cases: There is one case pending as per details given below:


                                                                                                        64
             Particulars          Amount                                  Remarks
                                  involved
                                 (Rs. Crore)
          Orissa Sales Tax        8.93             Commissioner of Sales Tax, Orissa challenged the
          Tribunal                                 Assessment Order passed by the first Appellate
                                                   Authority- Matter under appeal.

Pending proceedings initiated for economic offences against UltraTech or its directors

NONE

Past cases in which penalties were imposed on UltraTech or its directors

NONE

Outstanding litigations, defaults, etc., pertaining to matters likely to affect operations and finances of
UltraTech, its operations and finances, including disputed tax liabilities, prosecution under any
enactment in respect of Schedule XIII to the Companies Act, 1956 etc.

NONE

OTHER REGULATORY AND STATUTORY DISCLOSURES

AUTHORITY FOR THE ISSUE AND DETAILS OF THE RESOLUTION PASSED FOR THE
ISSUE.

The present issue of debentures is being made pursuant to the resolution passed by the Board of Directors
of the Company at their meeting held on 4 August 2004, and subject to the provisions of the Act and the
Memorandum and Articles of Association of the Company.

The present issue is within the general borrowing limits in terms of the resolution passed under Section
293(1)(d) of the Companies Act, 1956 at the Meeting of the shareholders of the Company held on
30 April 2004 giving their consent to the borrowing by the Directors of the Company from time to time up
to Rs.1,000 Crore (Rupees One Thousand Crore Only). The borrowings under these Debentures will be
within the prescribed limits as aforesaid.

PROHIBITION BY SEBI

The Company is not prohibited from accessing the capital market / corporate debt securities market under
any order or direction passed by SEBI.

ELIGIBILITY OF THE COMPANY TO ENTER THE CAPITAL MARKET

The Company is eligible to access the capital market / corporate debt securities market.

DISCLAIMER CLAUSE

As required, a copy of the Information Memorandum for issue of Debentures aggregating <to be specified
at the time of issue> on private placement basis will be filed with the “F” Group of the Stock Exchange,
Mumbai and the Wholesale Debt Market (WDM) of the National Stock Exchange segment of in terms of
the SEBI circular no. SEBI/MRD/SE/AT/36/2003/30/09 dated 30 September 2003 and SEBI circular no.
SEBI/MRD/SE/AT/46/2003 dated 22 December 2003 (“SEBI Private Placement Circulars”).

As per the provisions of the SEBI Private Placement Circulars, a copy of this Information Memorandum
has not been filed with or submitted to SEBI. It is distinctly understood that this Information Memorandum
should not in any way be deemed or construed to have been approved or vetted by SEBI. SEBI does not


                                                                                                       65
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 this Information
Memorandum.

It is also to be distinctly understood that filing of the Information Memorandum with The Stock Exchange,
Mumbai and National Stock Exchange of India Limited should not in any way be deemed or construed that
the same has been cleared or vetted or approved by them. The Stock Exchange, Mumbai and National
Stock Exchange of India Limited 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 this Information Memorandum.

Mr. K. C. Birla and Mr. S. K. Chatterjee, of the Company have certified that the disclosures made in the
Information Memorandum are adequate and in conformity with SEBI (Disclosure and Investor Protection)
Guidelines, 2000 in force for the time being and as applicable as per the SEBI Private Placement Circulars.
This requirement is to facilitate Investors to take an informed decision for making investment in the
proposed issue. However, before investing, the investor is advised to read the “Disclaimer” of this
Information Memorandum.

DISCLAIMER STATEMENT FROM THE COMPANY

The Company accepts no responsibility for statements made otherwise than in the Information
Memorandum or any other material expressly stated to be 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 their own risk.

FILING OF INFORMATION MEMORANDUM

This Information Memorandum shall be filed with The Stock Exchange, Mumbai and National Stock
Exchange of India Limited in terms of Clause 4.2(b) of the SEBI circular no. SEBI/MRD/SE/AT/46/2003
dated 22 December 2003 as the Debentures are being privately placed and the Debentures are being issued
in the denomination of Rs. 10, 00,000 (Rupees Ten Lac Only) each. This Information Memorandum is not
required to be filed with any other regulatory authority as per the provisions of the SEBI Private Placement
Circulars.

LISTING

An application will be made to the Stock Exchange, Mumbai and National Stock Exchange of India
Limited for permission to list the Debentures to be issued and allotted in terms of this Information
Memorandum.

The Company shall complete all the formalities relating to listing of the Debentures within 70 days from
the Date of Closing of each issue, failing which the Company undertakes to repay all monies received from
the applicants pursuant to the Information Memorandum as regards such issue with interest from the
Deemed Date of Allotment at the Coupon rate and if such monies are not repaid within 8 days after the
above referred to 70 days period, then the Company and every Director of the Company who is an officer
in default shall, on and from the expiry of such period, will be jointly and severally liable to repay the
money, with interest at the rate of 15 per cent per annum on the application money, as prescribed under
Section 73 of the Companies Act, 1956.

The application has been made for listing of the present issue to the Stock Exchange, Mumbai and the
National Stock Exchange of India Limited

OPTION TO SUBSCRIBE

Debentures to be issued under this Information Memorandum shall be issued and held in dematerialized
form only, and the Company shall make necessary arrangements in this regard.




                                                                                                          66
ISSUE OF DEBENTURES IN DEMATERIALISED FORM

The Debentures issued under this Information Memorandum will be issued in dematerialised form. The
Company has made arrangements with the Depositories for the issue of the Debentures in dematerialized
form. Investors will hold the Debentures in dematerialised form as per the provisions of Depositories Act,
1996 and rules made there under as may be amended from time to time.

The Depository Participant’s name, DP-ID and Beneficiary Account Number must be mentioned at the
appropriate place in the application form. The Company shall take necessary steps to credit the Debentures
allotted to the Depository Account of the investor.

CONSENTS

Consents in writing of: Directors, Compliance Officer, the Statutory Auditors, Trustees, Bankers to the
Company and Bankers to the Issue have been obtained and such consents have not been withdrawn upto the
time of filing this Information Memorandum with The Stock Exchange, Mumbai and National Stock
Exchange of India Limited.

M/s. G. P. Kapadia & Co., Chartered Accountants, Statutory Auditors of the Company, have given their
written consent to the inclusion of their report in this Information Memorandum in the form and context in
which it appears herein and such consent has not been withdrawn up to the date of filing of this Information
Memorandum with BSE and NSE.

DETAILS OF FEES PAYABLE AND EXPENSES OF THE ISSUE

The total fees payable comprising Lead Arranger Fees, Listing Fees, Auditors’ Fees, Debenture Trustee
Fees, etc., and the total expenses of the issue comprising Registration and Depository Charges etc., would
be Rs. 19, 75,850.

UNDERWRITING COMMISSION, BROKERAGE AND SELLING COMMISSION

NIL

PREVIOUS RIGHTS AND PUBLIC ISSUES IF ANY (DURING THE LAST FIVE YEARS).

The Company has not made any Rights or Public Issue during last five years.

PREVIOUS ISSUES OF SHARES OTHERWISE THAN FOR CASH.

NONE

COMMISSION AND BROKERAGE ON PREVIOUS ISSUES.

NOT APPLICABLE.

PARTICULARS IN REGARD TO THE ISSUER COMPANY AND OTHER LISTED COMPANIES
UNDER THE SAME MANAGEMENT WITHIN THE MEANING OF SECTION 370 (1)(B) OF
THE COMPANIES ACT, 1956 WHICH MADE ANY CAPITAL ISSUE DURING THE LAST
THREE YEARS.

There are no companies under the same management within the meaning of Section 370(1)(B) of the
Companies Act, 1956.




                                                                                                        67
PROMISE VS PERFORMANCE - LAST THREE ISSUES

NONE

LISTED VENTURES OF PROMOTERS: "PROMISE VS PERFORMANCE - LAST ONE ISSUE
OF GROUP/ASSOCIATE COMPANIES"

None of the listed companies of promoters made a public / rights issue in last three years and no projections
were made in earlier issues.

OUTSTANDING DEBENTURES OR BONDS AND REDEEMABLE PREFERENCE SHARES
AND OTHER INSTRUMENTS ISSUED BY THE ISSUER COMPANY OUTSTANDING AS ON
THE DATE OF INFORMATION MEMORANDUM AND TERMS OF ISSUE.

           Name of lender    Amount      Special Terms & Conditions        Particulars
                             Rs. Cr.
          12.00% NCDs            50.00   Redeemable at par on 22.12.2006   Secured by way of first charge, having
                                                                           pari passu Rights as the case may be, on
                                                                           Company’s immovable / movable
                                                                           properties
          12.60% NCDs           26.00    Redeemable at par on 17.09.2006                     -do-
           8.25% NCDs           65.00    Redeemable at par on 02.09.2012                      -do
           8.40% NCDs           50.00    Redeemable at par on 22.07.2007                      -do
           8.30% NCDs           25.00    Redeemable at par on 02.09.2012                      -do
           8.09% NCDs           45.00    Redeemable at par on 25.07.2007                      -do
          10.80% NCDs           50.00    Redeemed on 10.05.2005                               -do
           6.00% NCDs          225.00    Redeemable at par on 12.03.2009                      -do
          11.75% NVDs           22.00    Redeemable at par on 11.01.2006                      -do
          Step up Interest      25.00    Redeemable at par on 16.09.2012                      -do
          NCDs
            6.65% NCDs           5.00    Redeemable at par on 30.04.2013                     -do
            5.78% NCDs         150.00    Redeemable at par on 11.05.2009                     -do
            6.25% NCDs         150.00    Redeemable at par on 25.06.2009                     -do
          MIBOR+100BPS         100.00    Redeemable at par on 01.08.2007                     -do
          Zero Coupon           20.00    Redeemable at par on 30.04.2013                     -do
          YTM of                         (value as on 31.03.05 Rs. 11.75
          6.8058%                        crore)
          HDFC Limited           79.50   An installment of USD 256,800                       -do
          USD 18,174,396                 due on 14.08.2005. Prepayment
                                         exercisable on 09.09.2005
          IDBI Limited            5.82   Final Installment on 01.07.2005                    -do
          IDBI Bank Ltd          50.00   Bullet repayment on 28.09.2007                     -do-
          CITI Bank N. A.        50.00   Bullet repayment on 09.11.2007                     -do-
          Cash Credit/           68.28                                      Secured by hypothecation of stock and
          Working capital                                                        book debts of the company

         (b)      Unsecured Loans

          Name of     Nature of          Interest Rate    Date of           Maturity Date      Amount in
          Depositor   Instrument                          availment                            Rs. Cr.
          Various     Buyers Credit      LIBOR+35-40      Various           Various                          41.06
          Banks                          BPS
          Various     PCFC               LIBOR+40BPS      Various           Various                          35.00
          Banks
          Various     S. Tax Deferment   Interest free    Various           Various                         201.97
          parties     loan               loan`




                                                                                                            68
STOCK MARKET DATA FOR EQUITY SHARES OF THE ISSUER COMPANY

           NSE
           Year       Date    of     High       Volume    Date    of   Low          Volume      Average
                      High           (Rs.)                Low          (Rs.)
           2004-05    11.03.05       393.00     259571    25.08.04     249.20       2794161     321.10


           BSE
           Year       Date    of     High       Volume    Date    of   Low          Volume      Average
                      High           (Rs.)                Low          (Rs.)
           2004-05    11.03.05       392.90     279257    25.08.04     248.90       1436087     320.9

Movement of Share Prices of the Company

Period                         NSE                                           BSE
            High          Low                  Average      High           Low               Average
Dec 04      351.80        293.25               310.33       351.00         294.00            310.14
Jan 05      361.00        300.15               331.23       360.00         310.50            331.80
Feb 05      391.90        334.30               368.94       391.00         337.50            368.70
Mar 05      393.00        338.00               363.94       392.90         338.10            363.93
Apr 05      379.90        331.00               355.14       377.85         331.25            354.76
May 05      368.30        315.00               337.99       367.00         315.10            337.85
         SOURCE: NSE & BSE WEB SITE

Monthly Highs And Lows –Volumes – for the shares of the Company

Month            NSE High                  NSE Low               BSE High            BSE Low
              Date     No. of           Date     No. of       Date      No. of         Date   No. of
                       shares                   shares                 shares                 shares
                       traded                   traded                 traded                 traded
Dec 04      30.12.04 86142            06.12.04 200821       30.12.04  147311         06.12.04 65548
Jan 05      28.01.05 569873           25.01.05 158479       28.01.05  501174         27.01.05 202070
Feb 05      04.02.05 225957           21.02.05 38600        04.02.05  291713         01.02.05 306185
Mar 05      11.03.05 259571           29.03.05 45975        11.03.05  279257         29.03.05 23248
Apr 05      04.04.05 53495            29.04.05 20109        18.04.05  24437          29.04.05 6606
May 05      06.05.05 65830            24.05.05 122677       06.05.05  31463          24.05.05 68474

Monthly Trading Volumes for the Shares of the Company for the Period 1 December 2004 -
31 May 2005

       Month                         NSE                                   BSE
Dec 04                             162368.39                              77506
Jan 05                             220927.37                             150466.7
Feb 05                             146790.85                             117064.1
Mar 05                             97073.73                              74465.73
Apr 05                             73536.45                              47591.9
May 05                             60376.73                              47962.55




                                                                                                         69
Market price immediately after the date on which the resolution of the Board of Directors approving
the issue was approved

Since the shares of the Company were admitted for trading on 24 August 2004, and the resolution of the
Board of Directors approving the borrowing was passed in the meeting of the Board held on
4 August 2004, the market price immediately after passing the resolution is not available. However, the
price on 24 August 2004 is given as under:

•    NSE: Rs. 260.20 (24.08.2004 – Closing Price)
•    BSE: Rs. 260.35 (24.08.2004 – Closing Price)

MECHANISM EVOLVED FOR REDRESSAL OF INVESTOR GRIEVANCES

Investor grievances are settled expeditiously and satisfactorily by the Company. The Company, retain
records for an appropriate period from the last date of despatch of Letters of Allotment/ Debenture
Certificates//Refund Orders to enable the investors to approach the Company for redressal of their
grievances. All grievances relating to the Issue may be addressed to the Company/Registrar and Transfer
Agents giving full details such as name, address of the applicant, application number, number of NCDs
applied for, amount paid on application and the bank branch/collection centre where the application was
submitted.

DISPOSAL OF INVESTOR GRIEVANCES

The average time required by the Company/Registrar and Transfer Agents for the redressal of routine
investor grievances is 7-10 days from the date of receipt of the complaint. In case of non-routine
complaints and where external agencies are involved, the Company/Registrar and Transfer Agents strive to
redress these complaints as expeditiously as possible. All investors are hereby informed that the Company
has appointed Mr. Sanjeeb Chatterjee–Company Secretary as the Compliance Officer who may be
contacted in case of any pre-issue/post-issue related problems.

CHANGE, IF ANY, IN THE AUDITORS DURING THE LAST THREE YEARS, AND REASONS
THEREOF

M/s Sharp & Tannan the Statutory Auditors of the Company expressed their unwillingness to be re-
appointed as Auditors of the Company. At the Annual General Meeting held on 11October 2004, M/s. S. B.
Billimoria & Co., Chartered Accountants, Mumbai and M/s. G. P. Kapadia, Chartered Accountants,
Mumbai were appointed Joint Statutory Auditors of the Company.

CAPITALISATION OF RESERVES OR PROFITS (DURING LAST FIVE YEARS)

NONE

OFFERING INFORMATION

TERMS OF THE ISSUE

A.       MINIMUM SUBSCRIPTION

As the issue of Debentures is being made on a private placement basis, the requirement of minimum
subscription shall not be applicable.

B.       RIGHTS OF THE INSTRUMENT HOLDER

The instrument holder will not be entitled to any rights and privileges of shareholders other than those
available to them under statutory requirements. The Debentures issued under this Information
Memorandum shall not confer upon the Instrument Holder the right to receive notice, or to attend and vote


                                                                                                      70
at the general meetings of shareholders or the holders of Debentures issued under this Information
Memorandum or of any other class of securities of the Company.

C.          MODIFICATION OF RIGHT

The Instrument Holders’ rights, privileges, terms and conditions attached to the Debentures under this issue
may be varied, modified or abrogated with the consent, in writing, of those holders of the Debentures (or
through the Debenture Trustee) who hold at least three-fourth of the outstanding amount of the Debentures
or with the sanction accorded pursuant to a resolution passed at a meeting of the Instrument Holders,
provided that nothing in such consent or resolution shall be operative against or bind the Company or (any
third party security provider) in any manner where such consent or resolution modifies or varies the terms
and conditions of the Debentures which are not acceptable to the Company.

D.          DEEMED DATE OF ALLOTMENT

The deemed date of allotment shall be 16 June 2005.

E.          INTEREST ON THE COUPON BEARING DEBENTURES

Series I

Payable annually @ 6.70% on 16 June 2005 till the date of redemption on 16 June 2008

Series II

A fixed spread of 0.30% over the one year bench mark GoI security reset and payable semi-annually. The
first six months setting will be 5.95% pa.

F.          COMPUTATION OF INTEREST

Interest for each of the interest periods shall be computed on an actual-by-365 days a year basis on the
principal outstanding on the Debentures at the Coupon rate. If the interest period from start date to end date
includes February 29, then interest shall be paid on the basis of (End Date-Start Date)/366.

G.          PAYMENT OF INTEREST

<to be decided at the time of issue

H.          TAX DEDUCTION AT SOURCE (TDS)

Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment
thereof will be deducted at source. For seeking TDS exemption/lower rate of TDS, relevant certificate /
document must be lodged by the Instrument Holders at the registered office of the Company at least 30
days before the interest payment becoming due and if required, be submitted afresh annually and/or as and
when called upon for the same by the Company. Tax exemption certificate / declaration of non-deduction
of tax at source on interest on application money, should be submitted along with the application form.

Failure to comply with the above shall entitle the Company to deduct tax at source as may be advised to it.

I.          REDEMPTION

The Debentures shall be redeemed at face value at the expiry of tenure of three years in one single
payment.




                                                                                                          71
J.       MODE OF TRANSFER

The Debenture issued under the Information Memorandum shall be transferable freely to all classes of
investors.

K.       NOTICES

The notices to the debenture holders required to be given by the Company or the trustees shall be deemed
to have been given if sent by ordinary post to the sole/first registered holders of the debentures, as the case
may be. All notices to be given by debenture holders shall be sent by registered post or by hand delivery to
the Company at its registered office.

L.       REDEMPTION OF DEBENTURES

The payment on redemption will be made in the name of the sole holder or first holder (in case of joint
holders) whose name appears in the list of beneficial owners given by the depository on the Record Date.

The Company’s liability to Debenture holders towards all their rights, including for payment or otherwise
shall cease and stand extinguished from the due date of redemption in all events. Further, the Company will
not be liable to pay any interest, income or compensation of any kind from the date of such redemption of
the Debentures.

On dispatching the amounts as specified above in respect of the Debentures, the liability of the Company
shall stand extinguished.

M.       DEBENTURE REDEMPTION RESERVE (DRR)

The Company shall be creating a debenture redemption reserve for the redemption of the Debentures, as
per requirements of applicable laws, to which adequate amounts shall be credited from out of its profits
every years until the Debentures are redeemed.

N.       EFFECT OF HOLIDAYS

Should any of the dates defined above or elsewhere in this Information Memorandum other than the
deemed date of allotment, fall on a Saturday, Sunday or a public holiday, the next (working day/business
day) shall be considered as the effective date(s).

O.       LETTERS OF ALLOTMENT, DEBENTURE CERTIFICATES IN DEMAT MOD

The Debentures at the first instance will be credited in dematerialised form on Letter of Allotment ISIN
(LOA ISIN) within 7 (seven) days of the deemed date of allotment. The Company will instruct the
concerned Depository (NSDL/CDSL) to convert the said LOA ISIN to Secured Debenture ISIN
immediately after the receipt of confirmation of registration of charge from the Registrar of Companies
created for this issue.

P.       RIGHT TO ACCEPT OR REJECT APPLICATIONS

The Company is entitled at its sole and absolute discretion to accept or reject an application, in part or in
full, without assigning any reason thereof. The application form, which is not complete in all respects, shall
be liable to be rejected. The rejection of any application would be intimated by the Company along with the
refund warrant but without having to assign any reason for any rejection.
Q.        RECORD DATE

The record date will be 30 days prior to each interest payment/principal repayment.




                                                                                                           72
R.       RIGHT OF COMPANY TO PURCHASE, RE-SELL AND RE-ISSUE DEB

Purchase and Resale of Debentures:

The Company may, at any time and from time to time, purchase Debentures under this issue at discount, at
par or premium in the open market or otherwise. Such Debentures may, at the option of the Company, be
cancelled, held or resold.

Reissue of Debentures:

Where the Company has redeemed any such Debentures, subject to the provisions of Section 121 of the
Companies Act, 1956 and other applicable legal provisions, the Company shall have and shall be deemed
always to have had the right to keep such Debentures alive for the purpose of reissue and in exercising such
right, the Company shall have and shall be deemed always to have had the power to re-issue such
Debentures either by reissuing the same Debentures or by issuing other Debentures in their place in either
case, at such a price and on such terms and conditions (including any variations, dropping of or additions to
any terms and conditions originally stipulated) as the Company may deem fit.

S.       FUTURE BORROWINGS

The Company shall be entitled, from time to time, to make further issue of Debentures and/or such other
debt instruments or other securities (whether or not the same constitutes securities for the purposes of the
Act or the Securities (Contracts Regulations) Act, 1956) to the public, any section of the public in India or
any part of the world, members of the Company, by way of a private placement or bilateral arrangements
and/or avail of further financial and/or guarantee facilities from financial institutions, banks and/or any
other person(s) on the security or otherwise of its properties or against any security provided by any third
party security provider without the consent of Instrument holders.

T.       HOW TO APPLY

Applications for the Debentures must be in the prescribed application form, and must be completed in
block letters in English. Application forms must be accompanied by a demand draft or pay order or cheque,
drawn or made payable in favour of “UltraTech Cement Limited” and crossed Account Payee only.
Demand draft(s) / Pay Order(s) /Cheque(s) may be drawn on any bank including a co-operative bank,
which is a member or sub-member of the High Value Clearing, Banker’s Clearing House located at Fort,
Mumbai.

U.       SUCCESSION

In the event of the demise of the debenture holder, the Company will recognise the executor or
administrator of the deceased debenture holder, or the holder of succession certificate or other legal
representative as having title to the debentures. The Company shall not be bound to recognise such
executor, administrator or holder of the succession certificate or other legal representative as having title to
the debentures, unless such executor or administrator obtains probate of letter or administration or such
holder is the holder of succession certificate or other legal representation, as the case may be, from a
competent court in India having jurisdiction over the matter. The Directors of the Company may, in their
absolute discretion, where they think fit, dispense with production of probate or letter of administration or
succession certificate or other legal representation, in order to recognise such holder as being entitled to the
debentures standing in the name of the deceased debenture holder on production of sufficient documentary
proof or indemnity.




                                                                                                            73
V.      UNDERTAKING BY THE COMPANY

The Company hereby undertakes that:

•       The complaints, if any, in respect to the issue would be attended to expeditiously and
        satisfactorily;
•       It shall take the necessary steps for the purpose of listing the debentures within the specified time;
•       No further issue of debentures shall be made till the debentures offered through this offer
        document are listed or till the application moneys are refunded on account of non-listing etc.
•       Necessary co-operation with the credit rating agencies shall be extended in providing true and
        adequate information till the debt obligations in respect of the debentures are outstanding


APPLICATIONS

A. FICTITIOUS APPLICATIONS

As a matter of abundant caution and although not applicable in the case of Debentures, attention of
applicants is specially drawn to the provisions of subsection (1) of Section 68A of the Companies Act,
1956:

“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.”

B. WHO CAN APPLY

Only the persons who are specifically addressed through a communication by or on behalf of the Company
directly are eligible to apply for the Debentures. No other person may apply.

GOVERNING LAW

The Debentures are governed by and shall be construed in accordance with the existing Indian laws as
applicable in the State of Maharashtra. Any dispute arising in respect thereof will be subject to the
exclusive jurisdiction of the courts and tribunals in the city of Mumbai.

DEBENTURES SUBJECT TO DEBENTURE TRUST DEED

Over and above the aforesaid terms and conditions, the Debentures, if any, issued under this Information
Memorandum, shall be subject to the Terms and Conditions incorporated elsewhere in this Information
Memorandum, in the Debenture Trust Deed, and also be subject to the provisions of the Memorandum and
Articles of Association of the Company.

POWER OF COMPANY TO DEAL WITH ASSETS CHARGED AS SECURITY

Nothing contained in this Information Memorandum or in any Debenture Trust Deed or any other
document will prevent the Company from selling, removing, replacing or disposing off any of the assets
charged as security in respect of this issue of Debentures issued under this Information Memorandum
(“Secured Assets”) in the ordinary course of business provided the consent of Trustee(s) for any such
debenture issue is obtained in the manner provided in the relevant Debenture Trust Deed. The Company
undertakes not to create any mortgage, charge, or encumbrance on any of its Secured Assets in favour of


                                                                                                          74
any person whosoever without the prior written approval of the Trustee except as otherwise provided in this
Information Memorandum.

Nothing contained in this Clause will prevent the Company from acquiring assets under hire purchase and /
or lease transactions and from creating mortgage, charge, or encumbrance on the specified assets so
acquired. Further, nothing contained in this Information Memorandum will prevent the Company from
borrowing from time to time in whatever form and / or obtaining any guarantee for the debts of the
Company and creating any subordinate mortgage, charge or encumbrance on any of its properties in favour
of any person whosoever for the additional debt so raised or guarantees so obtained including creation of
suitable charge in favour of the Government.

The Company shall be entitled to create the mortgage and/or charge over the Secured Assets in favour of
the Trustee(s) in one or more forms and through one or more documents as may be decided by Board of
Directors or Committee of Directors appointed for this purpose, in consultation with the Trustee(s), at their
discretion, without requiring any consent/confirmation from the Debenture Holders. The security will be
created by the Company as aforesaid in favour of the Trustee(s) before issuing (in physical form or through
the Depositories) the debenture certificates for this debenture issue under which such trustee has been
appointed.

LIST OF MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

Copies of the contracts and documents referred to below, all of which have been attached to a copy of this
Information Memorandum, which has been delivered to The Stock Exchange, Mumbai and National Stock
Exchange of India Limited may be inspected at the Registered office of the Company at “B” Wing, 2nd
Floor, Ahura Center, Mahakali Caves Road, Andheri (East), Mumbai-400 093 between 10.00 a.m. To 5.30
p.m., on any working day between the date of this Information Memorandum and the date of closing of this
issue.

Sr. No.     Nature of Contract
1           Certified copy of the Memorandum & Articles of Association of the Company
2.          Certified true copy of the resolution passed by the Board of Directors at the meeting held on
            4 August 2004 approving the private placement
3.          Certified true copy of the resolution passed by the Members of the Company at the Annual
            General Meeting held on 30 April 2004 under section 293(1)(d) of the Companies Act, 1956
4.          In-principle approval of the Stock Exchange, Mumbai
5.          In-principle approval of the National Stock Exchange
6.          Annual Report of the Company
7.          A letter explaining the Rating Rationale by CRISIL
8.          Letter from UTI Bank giving its consent to act as debenture trustees




                                                                                                         75
DECLARATION

We, the Director, Chief Financial Officer and the Company Secretary of the Company, on behalf of the
Board of Directors of the Company, hereby declare that all the relevant provisions of the Companies Act,
1956, the guidelines issued by the Government and the guidelines and circulars issued by the Securities and
Exchange Board of India established under Section 3 of the Securities and Exchange Board of India Act,
1992, have been complied with and no statement made in this Information Memorandum is contrary to the
provisions of the Companies Act, 1956 or the Securities and Exchange Board of India Act, 1992 or rules,
guidelines and circulars issued thereunder.


For UltraTech Cement Limited



S.Misra                   K. C. Birla                                           S.K. Chatterjee
Director                  Chief Financial Officer                               Company Secretary



Place: Mumbai

Date: 16 June 2005




                                                                                                        76
                                                     APPLICATION FORM

                                                   UltraTech Cement Limited
             Registered Office: “B” Wing, 2nd Floor, Ahura Centre, Mahakali Caves Road, Andheri (East), Mumbai-400 093

Application No.                                                                                          Date : ___________

Dear Sirs,

Sub. : Issue of 1000 NCDs of the face value of Rs. 10,00,000 each, for cash at par, aggregating Rs. 100 crore on
Private Placement basis

Having read and understood the contents of the Information Memorandum of Private Placement, We apply for
allotment to us of the Debenture(s). The amount payable on application is remitted herewith. We bind ourselves by the
terms and conditions as contained in the Information Memorandum of Private Placement.
                             (Please read carefully the instructions before filling this form)
No. of debentures applied for:       No. in figures       No. in words
Series I
Series II
Series I:Amount (Rs.) in figures
Series II:Amount (Rs.) in figures
Series I:Amount (Rs.) in words
Series II: Amount (Rs.) in words
Cheque/Demand Draft No.                   Date                                               Cheque/Demand Draft drawn on.

Applicants Name & Address in full (Please use Capital Letters)



                                                                                                    Pin Code:
Tel:                            Fax:                         E-mail:
Status: [ ] Banking Company [ ] Others – Please specify
   Name of Authorised Signatory                      Designation                          Signature
   1.
   2.
   3.
   4.
Details of Bank Account
Bank Name and Branch
Nature of Account                                                    Account No.
Depository Details
DP Name
DP ID                                                  Client ID
UIN
We understand that in case of allotment of Debentures to us, our Beneficiary Account as mentioned above would be
credited to the extent of Debentures allotted.
Taxpayer’s PAN or GIR No.            IT Circle/Ward/District     [ ] Not Allotted

Tax Deduction Status:                       [ ] Fully Exempted                [ ] Tax to be deducted at Source                [ ] Yes        [ ] No
----------------------------------------------------------------------(Tear here)------------------------------------------------------------
UltraTech Cement Limited
Registered Office: “B” Wing, 2nd Floor, Ahura Centre, Mahakali Caves Road, Andheri (East), Mumbai-400 093
Phone No. 91-22-5691 7800 Fax No. 91-22-5691 7900
                                       ACKNOWLEDGEMENT SLIP
Application No. : _________________ Date : ________________
Received from_________________________________________________________________________
Rs.___________________________ /- by Cheque / Demand Draft No.____________ drawn on __________
________________ towards application for ______________ Debentures.

(Cheques / Demand Drafts are subject to realization)



                                                                                                                                        77
                                         INSTRUCTIONS

1.    Application Form must be completed in full in BLOCK LETTERS IN ENGLISH

2.    Signatures should be made in English or in any of the Indian languages. Signature in a language
      other than English must be attested by an authorized official of a Bank or by a magistrate / notary
      public under his / her official seal.

3.    The full amount of Debenture has to be paid alongwith the application form.

4.    Application form duly completed in all respects, together with Cheque / Demand Draft / Pay
      Order drawn in favour of Citibank, D.N. Road, Fort Mumbai, Account UltraTech Cement Limited,
      A/c. No.0015850035 and crossed “A/c Payee” must be lodged with the Sole Arranger on or before
      the closing date of the issue.

5.    Applications made by categories of investors other than individuals must be accompanied by
      certified copies of Memorandum and Articles of Association, Board Resolution / Power of
      Attorney for investment, authority to authorized signatories in case of limited companies or
      corporate bodies.

6.    Minimum application shall be for 10 Debentures thereafter in the multiples of 10 Debentures.

7.    Cash / money order / Outstation cheque will be accepted.

8.    Please mention your Permanent Account Number or the GIR number allotted under Income Tax
      Act, 1961 and the Income Tax Circle/Ward/District. In case where neither the PAN nor GIR
      number has been allotted, the fact of non-allotment should be mentioned in the application form in
      space provided.

9.    Receipt of application will be acknowledged in the “Acknowledgement Slip” appearing below the
      Application Form. No separate receipt will be issued.

10.   The application would be accepted as per the terms of the issue outlined in the Information
      Memorandum.
                                              *****




                                                                                                     78
                         ISSUE SCHEDULE

   Issue          Issue           Date of            Deemed
Opening Date   Closing Date   Earliest Closing   Date of Allotment
                               of The Issue
13 June 2005   15 June 2005    15 June 2005        16 June 2005




                                                                     79
Series I

Private Placement of 500 (Five Hundred Only) NCDs of the Face Value Of Rs.10, 00,000
Each (Rupees Ten Lac Only) Aggregating Rs. 50 Crore (Rupees Fifty Crore Only).

 Instrument              Secured, Redeemable, Non-Convertible Debentures (“Debenture”)
 Issue Rating            “AA+/Stable” by CRISIL
 Issue Size              Rs. 50 crore
 Final Maturity          3 years from the Deemed Date of Allotment
 Redemption              At par on 16 June 2008
 Interest Rate           A fixed rate of 6.70% p.a.
 Interest payment        Payable annually from the deemed date of allotment 16 June 2005.
 Frequency
 Interest on             Interest on Application money (if any) shall be paid at 6.70% from
 application money       the date of realisation of the cheque/ Demand Draft till the date
                         immediately preceding the Deemed Date of allotment
 Expenses                All expenses including but not limited to Stamp Duties, Legal
                         expenses and Issuances costs are to the account of the Issuer
 Arrangement Fees        An upfront fee of 0.10% on the final amount collected and retained
                         by the issuer in the following manner:
                         Citibank N.A.          :     0.03% on Rs. 50 crore
                         CCML                  :      0.07% on Rs. 50 crore
 Security                The Debentures will be Secured by first pari passu charge on the
                         fixed assets of the company with an asset cover of not less than 1.25
                         times.
 Issuance Format         The Debentures/Letters of Allotment will be issued in
                         Dematerialized Form within 7 days from deemed date of allotment.
 Trustees                UTI Bank Limited
 Listing                 The Debentures are proposed to be listed on the WDM segment of
                         BSE and NSE
 Face Value              Rs. 10,00,000 per Debenture
 Issue Price             Rs. 10,00,000 per Debenture
 Minimum                 1 Debenture
 Application
 Scheduled Launch        13 June 2005
 Date
 Scheduled               15 June 2005
 Closing Date
 Pay in Dates            16 June 2005
 Deemed Date of          16 June 2005
 Allotment




                                                                                          80
Series II
Private Placement of 500 (Five Hundred Only) NCDs of the Face Value Of Rs.10, 00,000
Each (Rupees Ten Lacs Only) Aggregating Rs. 50 Crore (Rupees Fifty Crore Only).

 Instrument              Secured,     Redeemable,        Non-Convertible        Debentures
                         (“Debenture”)
 Issue Rating            “AA+/Stable” by CRISIL

 Issue Size              Rs. 50 crore
 Final Maturity          3 years from the Deemed Date of Allotment
 Redemption              At par on 16 June 2008
 Interest Rate            A fixed spread of 0.30% over the 1 year benchmark GoI Security
                         reset and payable semi annually. The first six month setting will
                         be 5.95% p.a.
                         Benchmark will be the Simple average of the bid side of yields of
                         1 year GoI Bond as set on the <INBMK=F3> page of Reuters at
                         12:30 p.m. IST for immediately preceding three business days
                         before each interest period start date rounded off to two decimals.
 Interest payment        Payable on 16 December 2005, 16 June 2006, 16 December 2006,
 dates                   16 June 2007, 16 December 2007 and 16 June2008.
 Interest on             Interest on Application money (if any) shall be paid at 5.95%
 application money       from the date of realisation of the cheque/ Demand Draft till the
                         date immediately preceding the Deemed Date of allotment
 Expenses                All expenses including but not limited to Stamp Duties, Legal
                         expenses and Issuances costs are to the account of the Issuer
 Arrangement Fees        An upfront fee of 0.05% on the final amount collected and
                         retained by the issuer in the following manner:
                         Citibank N.A.         :       0.015% on Rs. 50 crore
                         CCML                  :       0.035% on Rs. 50 crore
 Security                The Debentures will be Secured by first pari passu charge on the
                         fixed assets of the company with an asset cover of not less than
                         1.25 times.
 Issuance Format         The Debentures/Letters of Allotment will be issued in
                         Dematerialized Form within 7 days from deemed date of
                         allotment.
 Trustees                UTI Bank Limited
 Listing                 The Debentures are proposed to be listed on the NSE
 Face Value              Rs. 10,00,000 per Debenture
 Issue Price             Rs. 10,00,000 per Debenture
 Minimum                 1 Debenture
 Application
 Scheduled Launch        13 June 2005
 Date
 Scheduled               15 June 2005
 Closing Date
 Pay in Dates            16 June 2005
 Deemed Date of          16 June 2005
 Allotment




                                                                                           81
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