Dear Shareholder,
 
 Over the past decades, on many occasions I have written directly to you
 when the occasion so warranted. This is one such occasion, since by the
 time you receive this letter my decision to retire as the non-executive
 Chairman of your Company will be a matter of public knowledge, as
 required by law.
 
 It has been an incredible journey for me. As a Director of your Company
 for 64 years, of which 48 years were as your Chairman, I have had the
 honour and good fortune of witnessing your Company march in step with
 the Nation through the early years of Independence, the following
 socialist years and finally the rewarding decades of liberalisation
 and globalisation. Over the years, your Company has successfully
 embraced the economic and technological winds of change and brought
 about their fusion with the needs of Society. This has been done by
 harnessing the expanding horizons of human intelligence and creativity
 in the context of globalization, which has taught us to blend the
 culture of our country and its people with those prevailing in distant
 lands. This transformed your Company from being just a Corporate
 entity, to a societal institution with a soul and the vision to create
 a life with greater potential.
 
 The performance of the Company has been phenomenal over the last
 decade. I have no intention of burdening you with figures, you are
 familiar with them. On reflection, the one thing that is clear is that
 the wondrous rise and the outstanding achievements would not have been
 possible without your understanding, encouragement and continuing
 support. It has given your Company stability, sense of direction and a
 shared vision of the future.
 
 We believe in building relationships through trust and faith, in a
 manner which is totally transparent. Our ethics and codes of behaviour
 are not negotiable, we respect the rights and dignity of the human
 being and believe in every individual''s limitless ability to excel.
 These are values which have endured since the Company was founded.
 
 At the Board meeting your Directors accepted my wish to retire at the
 end of our next Annual General Meeting, which is scheduled to be held
 on 8th August, 2012. They have elected Anand Mahindra, presently your
 Vice-Chairman and Managing Director, to succeed me as Chairman.
 
 I urge you to support him as lavishly as you have supported me over the
 years. I am confident that he will lead from the front, bringing in
 fresh ideas and new horizons while cherishing and preserving the
 reputation, integrity and values on which your Company has been built.
 
 These values and traits are likely to prove invaluable in steering the
 Company through the challenging economic conditions that lie ahead. The
 global macro environment is currently rife with risks: the probability
 of a major crisis in the euro zone is high and rising, economic
 recovery in the US is faltering, China is slowing and, given
 geopolitical tensions surrounding Iran, oil markets remain in a state
 of flux. In India, meanwhile, weak domestic macros - high inflation,
 large fiscal and current account deficits - and partisan coalition
 politics continue to constrain policy actions critical to supporting
 growth in this challenged global economic environment.  The Company''s
 management team, led by Anand, will need to continue to be vigilant to
 successfully weather the rough economic terrain that lies ahead. I have
 the fullest confidence in their ability to do so.
 
 I am deeply moved by the sentiments expressed by the Board and the
 Management in requesting me to accept the position of Chairman
 Emeritus, which I do with humility.
 
 It has been a privilege and an honour to work with you. It only remains
 for me to thank you for all the confidence, support and trust that I
 have received from you and to wish you and your families good health
 and happiness in the years to come.
 
 Kind regards,
 
                                                  Yours sincerely,
 
 May 30,2012