Broker’s Consent Letter

Underwriting of Issue of Shares and Debentures

Broker’s Consent Letter

To

The Board of Directors

X Co. Ltd.

Bangalore

Dear Sirs

Re:  Your public issue of 12% Secured Non-convertible Redeemable Debentures for the aggregate value of Rs. 2,000 Crores.

We, the undersigned, hereby agree to act as Brokers to the aforesaid issue and our name being inserted as Brokers to the issue in the Prospectus to be issued by the company. We hereby authorise the company to deliver this letter of consent to the Registrar of Companies, Bangalore pursuant to the provisions of section 60 of the Companies Act 1956.

We are agreeable to accept brokerage at 1% on the nominal value on allotment of the Debentures made in respect of applications bearing our stamps as brokers. We authorise you to deliver a copy of this letter to the Registrar of Companies pursuant to the provisions of section 76(1)(v) of the Companies Act 1956.

Yours faithfully

B & Co.