Godrej Industries Ltd has informed BSE that the Board of Directors of the Company has by circular resolution accorded its consent to sell the business of Godrej Global Solutions Ltd and the entire shareholding to Tricom India Ltd on the following terms and conditions:

a. Rs 6,50,00,000/- (Rupees Six Crore Fifty Lac Only) by way of cash payment, and

b. Not less than Rs 13,13,50,500/- (Rupees Thirteen Crore Thirteen Lac Fifty Thousand Five Hundred Only) by way of 8% unsecured optionally fully convertible debentures (OFCD) on a preferential basis, convertible into 7,72,650 equity shares on any date between April 01, 2009 till the close of 17 months from the Completion Date, at the option of Godrej Industries Ltd, @ Rs 170/- per equity share of face value Rs 10/- each. In case the price as per SEBI DIP Guidelines is higher than Rs 170/- the consideration payable would be increased to that extent to ensure the number of equity shares being issued is not lower than 7,72,650. If however the OFCDs are not converted into shares then the amount receivable from Tricom India Ltd shall not be less than Rs 13,13,50,500/- (Rupees Thirteen Crore Thirteen Lac Fifty Thousand Five Hundred Only). The interest on OFCD shall be payable on a quarterly basis. The above amount is secured by 7 (Seven) Post dated cheques covering the principal and interest amounts.

The aforesaid approval is subject to the approval of shareholders.