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Buy back Offer

| Updated on March 18, 2011 Published on March 18, 2011

Enam Securities Pvt Ltd ("Manager to the Buyback Offer" ) on behalf of SRF Ltd ("Target Company") has informed the Public Announcement ("PA") to the equity shareholders/ beneficial owners of Equity Shares of Target Company, pursuant to the provisions of Regulations 8(1) read with Regulation 15(c) and is in compliance with the Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 as amended and contains the disclosure as specified in Schedule II to these Regulations.

1. THE BUYBACK

a. Target Company hereby announces the buyback (the "Buyback") of its fully paid-up equity shares of the face value Rs. 10 each ("Equity Shares") from the existing owners of Equity Shares of the Company, other than the Promoters (as defined herein below), from the open market through stock exchange using the electronic trading facilities of the Bombay Stock Exchange Limited ("BSE") and the National Stock Exchange of India Ltd ("NSE") (together the "Stock Exchanges"), in accordance with the 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 (the "Buyback Regulations") and the relevant provisions of 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 as required at a maximum price not exceeding Rs. 380 per Equity Share ("Maximum Buyback Price") payable in cash, for an amount of up to Rs. 9,000 lacs (Rupees Nine Thousand lacs only) ("Maximum Buyback Size"). The Maximum Buyback Size represents approximately 9.81% of the aggregate of the Companys paid-up equity capital and free reserves as on March 31, 2010 (the date of the latest standalone audited accounts as on the date of the Board Resolution dated February 26, 2011 approving the Buyback) which is within the maximum permissible limit of 10% paid-up equity capital and free reserves. The aggregate paid up capital and free reserves of the Company as at March 31, 2010 was Rs. 91,741.47 lacs.

b. The actual number of Equity Shares to be bought back would depend upon the average price paid for the Equity Shares bought back and the amount deployed in the Buyback in accordance with the resolution passed by the Board of Directors of the Company on February 26, 2011 (the "Board Meeting").

c. The Maximum Buyback Price has been approved by the Board after considering certain parameters such as the book value, earnings trend in the recent past, the outlook for the industry/ of the Company, trend in the market price of the equity shares of the Company and other relevant factors impacting each of its businesses as considered reasonable and appropriate. The Maximum Buyback Price of Rs.380 is at a premium of approximately 19.93% and 20.10% over the closing prices of Rs.316.85 and Rs.316.40

Pursuant to Section 77A and other applicable provisions of the Act, the Buyback Regulations and the relevant provisions in the Articles of Association of the Company, the Buyback from open market through stock exchange has been duly authorised by resolution passed by the Board of Directors of the Company ("the Board") at its meeting held on February 26, 2011, 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 and Reserve Bank of India.

PROPOSED TIME TABLE

Date of Board meeting approving Buyback : February 26, 2011

Date of commencement of Buyback : March 30, 2011

Acceptance of Equity Shares : Within 15 days of the relevant payout dates of the Stock Exchanges

Verification of acceptance of Equity Shares in the physical mode : Within 15 days of the relevant payout dates

Extinguishment of Equity Shares : Within 15 days of acceptance as above

Last Date for the Buyback : February 25, 2012 (i.e. 12 months from the date of the resolution passed by the Board of Directors of the Company at its meeting held on February 26, 2011) or when Maximum Buyback Size of
Rs. 9000 lacs has been reached, whichever is earlier, or at such earlier date as may be determined by the Board, in the event the Minimum Offer Shares have been purchased under the Buyback, even if the Maximum Buyback Size has not been reached, by giving appropriate notice of such date and completing all formalities in this
regard as per relevant laws and regulations. There would be a completion of all payment obligations in respect of Buy-back by the last date of Buyback.

Specified Date : Not Applicable as the Buyback is proposed to be implemented through open market purchase through stock exchanges using the electronic trading facilities.

Source : BSE - >www.bseindia.com

Published on March 18, 2011
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