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ICI India Ltd has informed BSE that The current Share Buy back scheme announced by the Company vide its Public Announcement dated July 26, 2007 will be closing on July 11, 2008 on expiry of the prescribed 12 months period from the date of shareholder approval for the same.

Further the Company has informed that, a meeting of the Board of Directors of the Company will be held on July 17, 2008, will inter alia be considering a fresh proposal to buy-back its own shares by the Company, from minority shareholders through market operations at a price not exceeding Rs 575/- per share or such other limits as may be approved by the Board of Directors.

ICI India Ltd has informed BSE regarding the Public Announcement relating to buy back of shares by Company. The Company has informed that:

1. ICI India Ltd had announced in the PA that it would initially limit its buyback to a maximum of 30,95,000 shares, within the overall Buyback Size, such that its Promoter Imperial Chemical Industries of UK’s (ICI UK) holding in the Company remains below 55%.
2. Subsequently on June 05, 2007 ICI UK had applied to SEBI seeking exemption under Regulation 4(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

3. SEBI, vide its order dated June 02, 2008 granted exemption upto the point where the Promoter shareholding in ICI India does not increase beyond 55.83% consequent to the buy-back offer of ICI India Ltd.

4. Consequent to SEBI’s order dated June 02, 2008 as aforesaid, the number of shares which ICI India can buyback under its current buyback scheme can go upto 36,57,126 shares.

5. Necessary amendment to the PA in this regard will be made, as and when the requirement arises.

ICI India Ltd has informed BSE that the Board of Directors of the Company at its meeting held on May 20, 2008, has nominated Mr. A J Britt to the following Committees:

- Audit Committee,
- Remuneration & Nominations Committee, and
- Shareholder / Investor Grievance Committee.

ICI India Ltd has informed BSE that the Board of Directors of the Company at its meeting held on May 20, 2008, inter alia, has recommended a dividend of Rs 8.00 per share for the year (previous year - Rs 27.00 per share - this included one off special dividend of Rs 20/- per share on account of high exceptional income during that year). The dividend will be paid after the approval of the shareholders at the forthcoming Annual General Meeting.

ICI India Ltd has informed BSE that the following changes in the constitution of the Board of Directors of Company:

1. Mr. Andrew M Ransom has resigned from the Board of the Company, vide his letter dated April 28, 2008.

2. Mr. A J Britt has been appointed as a Director of the Company w.e.f. May 12, 2008 in the casual vacancy caused by the resignation of Mr. Andrew M Ransom.

ICI India Ltd has informed BSE that Company intends to publish its audited results for the year ended Mach 31, 2008 within 3 months from the end of the financial year. The Company will not be publishing unaudited financial results for the quarter and year ended March 31, 2008.

ICI India Ltd has informed BSE that the members of the Company will consider to approve by way of Postal Ballot the Ordinary Resolution to transfer by sale or otherwise the Company’s Adhesives Business undertaking on such terms and conditions as the Board of Directors may consider fit and proper and to do all such things as may be considered necessary or expedient to give effect to the same, subject to necessary provisions & approvals.

Mr. Asit Ranjan Das, Chartered Accountant, Kolkata, has been appointed as Scrutinizer to conduct Postal Ballot process in a fair and transparent manner.

The Postal Ballot forms duly completed should reach the Scrutinizer not later than May 10, 2008.

ICI India Ltd has informed BSE that the Board of Directors of the Company at its meeting held on March 28, 2008, has approved the sale of Company’s Adhesives Business to an Indian affiliate of the Henkel Group of Germany.

The proposal is subject to shareholders’ and other approvals.

In this regard the Company has issued the following release:

“ICI India Ltd has announced that the Board of Directors of the Company at its meeting held on March 28, 2008, has recommended for approval by the shareholders the sale of Company’s Adhesives Business as a going concern to an Indian affiliate of the Henkel Group, a well established global leader in the Adhesives business. The total consideration to be received for this sale will be about Rs 260 cr, subject to agreed adjustments for actual working capital and cash balances.

Following Akzo Nobel NV (’AKzo’) becoming the owner of 100% of the share capital of ICI UK (announced in August 2007 and completed in early 2008), Akzo has finalized sale of ICI’s global Adhesives and Electronic Materials (’Adhesives’) Business to Henkel AG. The Adhesives business of ICI India is closely integrated with the global Adhesives Business of the ICI Group. Given the interdependency, the Board believes it will be in the best interest of a the shareholders, concerned, employees and customers that the India Adhesives business is also divested to the Henkel Group.

ICT India had established its Adhesives Business in 1997. The business has a manufacturing site at Thane and the net sales revenue (including Excise Duty) from the business in the financial year ended March 31, 2007 was Rs 135 Cr. ICI India had also acquired a 67% stake in Polyinks Ltd, which has a manufacturing facility at Hyderabad and is in the process of setting up a new plant at Rudrapur, Uttarakhand state. For the year ended March 31, 2007, Polyinks Ltd had a net sales turnover (including excise duty) of Rs 14 cr.

The business proposed to be transferred to the Henkel group will include its portion of Thane manufacturing facility and about 120 employees currently working with the business and the Company’s shareholding in its subsidiary Polyinks Ltd. The transaction is likely to be completed in the second half of 2008, after obtaining the approval, of ICI India’s shareholders through Postal Ballot and other statutory approvals as may be required.”

ICICI Securities Ltd (”Manager to the Buyback”) on behalf of ICI India Ltd (”Target Company”) has issued this Public Announcement which is in continuation of & should be read in conjunction with the Public Announcement (PA) dated July 26, 2007, pursuant to Securities & Exchange Board of India (Buy-Back of Securities) Regulations, 1998 (”SEBI Buy Back Regulations”). The Shareholders of Target Company may note the following:

In the period from March 04, 2008 to March 19, 2008, the Target Company has bought 6,669 Equity Shares through the Bombay Stock Exchange and 4,608 Equity Shares through the National Stock Exchange.