September 18, 2006
Bombay Stock Exchange Ltd.
Phiroze Jeejeebhoy Towers
Corporate Relationship Department
1 st Floor, New Trading Ring
Rotunda Building , Dalal Street
MUMBAI – 400 023

Fax No.022 22723719 / 22722037

Dear Sir,

Pursuant to the Composite Scheme of Arrangement including Amalgamation (Scheme) approved by the Honorable High Court of Gujarat, Torrent Power AEC Limited (TPAEC) –BSE scrip code 500004 / NSE scrip code TORRENTAEC along with Torrent Power SEC Limited (TPSEC) and Torrent Power Limited ( TPL) has fixed Thursday, the 28 th September as the Record Date to determine the entitlement of shareholders of TPAEC to receive shares of TPL as per the exchange ratio stipulated in the Scheme.
The Scheme in para 12.6(e) has interalia provided as under:

“… Notwithstanding the foregoing, upon the new equity shares being issued and allotted, as aforesaid, the shares held in physical form held in the Transferor Companies (that is TPAEC & TPSEC) shall be deemed to have been automatically cancelled and have no effect.”

Accordingly, we propose to issue the new equity shares of TPL to the shareholders of TPAEC as on the record date, without requiring surrender of the original share certificates to the Company.

We also propose to issue a single share certificate for the entire holding under one folio. The Company hereby undertakes to ensure splitting up of the share certificate into the denomination as requested by the shareholders, without charging any fees in that regard.

We request you to kindly inform the members accordingly in respect of TPAEC.

Thanking you,

Yours faithfully,
For Torrent Power AEC Limited

Ashok Modi
Executive Director