ICI India – Buy Back Offer

The Buy Back Offer

The Company hereby announces the buyback (“the Buyback”) of its fully paid-up Equity Shares of the face value Rs. 10 each (“Shares” or “Equity Shares”) from the shareholders/ beneficial owners of Equity Shares of the Company from the open market through the stock exchanges using the electronic trading facilities of Bombay Stock Exchange Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) (together “the Stock Exchanges”), in accordance with the applicable provisions of Sections 77A, 77AA, 77B and all other applicable provisions, if any, of the Companies Act, 1956 (“the Act”) and the Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 as amended (“the Buyback Regulations”) and the relevant provisions in the Memorandum of Association and Articles of Association of the Company subject to approval/s as may be necessary, from time to time from statutory authorities including but not limited to Securities and Exchange Board of India, Stock Exchanges, Reserve Bank of India, etc. at a maximum price not exceeding Rs. 575 per Equity Share (“Maximum Buyback Price”) payable in cash, for an aggregate amount not exceeding Rs. 183.77 crores (Rupees One hundred eighty-three crores seventy seven lakhs only) (“the Buyback Size”). The Buyback Size represents 25% of the aggregate of the Company’s paid-up Equity Share capital and Free Reserves as on March 31, 2008 (the last date upto which the standalone financials of the Company has been audited).The aggregate paid-up Equity Capital and free reserves of the Company as on March 31, 2008 is Rs. 735.09 crores.

At the Maximum Buyback Price of Rs 575 per Equity Share and for the Buyback Size not exceeding Rs. 183.77 crores, the maximum number of Equity Shares that can be bought back would be 3,196,000 Equity Shares, representing 8.33% of the outstanding fully paid up Equity Shares of the Company as on March 31, 2008. Should the average purchase price be lower than Maximum Buyback Price, the number of Equity Shares that might be bought back would be more than 3,196,000 Equity Shares, assuming buyback for the complete amount of Rs. 183.77 crores. The maximum amount that will be utilized for the buyback will not exceed 25% of the paid up Equity Share capital and Free Reserves of the company as on March 31, 2008. The Maximum Buyback Price of Rs. 575 per Equity Share offers a premium of approximately 38.25% and 38.29% over the closing prices on the BSE and NSE respectively prevailing on the date of Board Meeting held on October 23, 2008 for approving the Buyback. Subject to availability of adequate number of Equity Shares on BSE and NSE at the price at which the bids are placed by the Company, the Company proposes to buyback a minimum of 10,00,000 Equity Shares.

Schedule of activities:

Date of Board Meeting approving the Buyback – October 23, 2008

Date of Shareholder’s Meeting approving the Buyback – December 19, 2008

Date of Public Announcement – January 30, 2009

Date of Opening of Buyback – February 17, 2009

Acceptance of Shares – Within the relevant pay-out dates of the Stock Exchanges

Extinguishment of Shares – Within 15 days of acceptance as above

Last Date of the Buyback – December 18, 2009 (i.e. 12 months from the date of the resolution passed by the shareholders at the meeting held on December 19, 2008) or when the Company completes the Buyback to the extent of Rs. 183.77 crores, whichever is earlier, or at such earlier date as may be determined by the Board of Directors.

All payment obligations related to the Buyback shall be completed by the last date for the Buyback.