PUBLIC ANNOUNCEMENT

MRO-TEK LIMITED
REGISTERED OFFICE: BELLARY ROAD, HEBBAL, BANGALORE - 560024 FOR THE ATTENTION OF THE SHAREHOLDERS / BENEFICIAL OWNERS OF THE SHARES OF THE COMPANY
This Public Announcement is in compliance with the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998 Offer for Buyback of Equity Shares from Open Market through Stock Exchanges
1 THE BUYBACK OFFER AND PRICE 1.1 MRO-TEK Limited (MRO-TEK or the Company) hereby announces the buy-back (the Buyback) of a maximum of 25,60,000 (Twenty five lakhs sixty thousands only) its fully paid-up equity shares of the nominal value of Rs. 5 each, being 12.34% of its total existing Paid-up Equity Capital comprising of 2,07,41,528 fully paid-up equity shares of Rs. 5 each, at a price not exceeding Rs. 55 per equity share (maximum Offer Price) payable in cash, to be financed out of the Free Reserves, such that the aggregate consideration for the Shares to be bought back does not exceed Rs.8,25,00,000 (Rupees eight crores twenty five lakhs only) (Offer Size), being 9.81% of the paid up equity share capital and free reserves, based on the audited accounts as on March 31, 2006, from the existing Shareholders and Beneficial Owners of the Shares of the Company, from the Open Market through the Stock Exchange(s) using the electronic trading facilities of the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE) (together the Stock Exchanges), in accordance with the provisions of Sections 77A, 77AA and 77B of the Companies Act, 1956, (the Act); the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998 (the Buyback Regulations) and the relevant provisions of the Articles of Association of the Company. 1.2 The number of Shares to be bought back would depend upon the average price paid for the Shares bought back and the amount deployed in the Buyback. 1.3 There is no minimum number of Shares that the Company proposes to Buyback. 1.4 The maximum offer price of Rs.55 per share has been arrived after considering the stock market quotations, book value, return on net-worth and the possible impact of the buy-back on the earnings per share of the Company. The maximum buyback price of Rs.55 per share offers a premium of approximately 6.00% of the closing price on 29 March 2007 (i.e. one day prior to the date of board meeting for approving the buyback offer). 2. PROPOSED TIME TABLE
Board Meeting approving Buyback Date of opening of the Buyback Acceptance of Shares Extinguishment of Shares Last Date for the Buyback 30.03.2007 21.05.2007 Within 7 days of the relevant payout dates of the respective Stock Exchanges Within 15 days of acceptance as above March 29, 2008 or when the company has completed buyback to the extent of 25,60,000 shares under the offer or the date as may be decided by the Board of Directors of the Company, whichever is earlier

7. 7.1 7.2 7.3 7.4 7.5

7.6

7.7

7.8

THE SPECIFIED DATE - Not applicable AUTHORITY FOR THE OFFER OF BUY- BACK Pursuant to Section 77A, 77AA and 77B and the other applicable provisions of the Act, the Buyback Regulations and the relevant provisions in the Articles of Association of the Company, the present buy-back offer has been duly authorized by a resolution passed by the Board of Directors of the Company at its Meeting held on 30th March 2007. 5. EXTRACT OF THE PUBLIC NOTICE PUBLISHED ON 1st APRIL 2007 IN COMPLIANCE WITH REGULATION 5A This is to bring to the notice of all the shareholders of the Company that the Board of Directors, at its meeting held on 30 March 2007, have approved the proposal of the Buy Back of the Company's own fully paid-up Equity Shares of Rs.5 each (hereinafter referred to as the Buy Back) in accordance with the provisions contained in the Articles of Association, Section 77A, 77AA, 77B and other applicable provisions of the Companies Act, 1956 and the provisions contained in the SEBI (Buy Back of Securities) Regulations 1998 including any statutory modifications and amendments from time to time for the time being in force. (a) Necessity for Buy Back The Buy Back proposal is being mooted in keeping with the Company's desire to maximize returns to investors and enhance overall shareholder value by returning surplus cash to shareholders in an investor-friendly manner. Also, the buyback is an efficient mechanism for providing an exit opportunity to those shareholders who so desire in a manner that does not substantially impact the market price of the Company's shares to the detriment of the continuing shareholders. Further, the Buy Back is also expected to enhance the earnings per share of the Company in future and create long-term shareholder value. (b) Mode of Buy Back The Board approved to Buy Back the shares of the Company from open market through stock exchange mechanism. (c) Size and price of Buy Back The Board has approved a maximum limit of Rs. 8,25,00,000 (Rupees Eight Crores and Twenty Five Lacs only) for the buy back at a price not exceeding Rs. 55 per share and the same will be financed out of the free reserves of the Company. The price of Buy Back will be based on the price quotations ruling at that particular time, subject to a maximum of Rs.55 per share. This price has been arrived at after considering the stock market quotation, book value per share, and the possible impact the buy back may have on the Earnings Per Share of the Company. The maximum buy back price of Rs. 55 per share offers a premium of approximately 6% over the closing price on 29 March 2007 - the day prior to the date of board meeting in which buy back offer was approved. 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 Buy Back. As an illustration, at the proposed maximum price of Rs.55 per equity share, and for a deployed amount of Rs.8.25 crores, the number of equity shares to be bought back would be 15 lacs, which would amount to approximately 7.23% of the pre-Buy Back paid-up equity share capital. If the average purchase price be lower than Rs.55, the number of equity shares bought back would be more, assuming the same deployment of Rs. 8.25 crores. However, the Board of Directors have authorised to buy back upto 25,60,000 equity share of Rs.5 each. (d) Shareholding of the Promoters The aggregate shareholding of the promoters/persons who are in control of the company as on 30 March 2007 is 73,09,054 equity shares amounting to 35.24% of the paid up share capital of the Company. The promoter group has not purchased any shares of the company during last six months from the date of the Board Meeting (from 30 September 2006 to 30 March 2007). (e) No promoter and no persons in the control of the company intend to tender their equity shares to the company in the Buy Back. (f) The Company confirms that there are no public deposits, debentures or preference shares outstanding and as such, there are no defaults subsisting in the repayment of deposits, redemption of debentures or preference shares. There are no default in repayment of term loans to any financial institution or bank. (g) The Board of Directors of the Company confirm that, they made a full enquiry into the affairs and prospects of the Company and that they have formed the opinion, (i) that immediately following the date on which the meeting of the Board of Directors is convened, there will be no grounds on which the Company could be found unable to pay its debts. (ii) as regards its prospects for the year immediately following that date that, having regard to their intentions with respect to the management of the Company's business during that year and to the amount and character of the financial resources which will, in their view, be available to the Company during the year, the company will be able to meet its liabilities, as and when they fall due, and will not be rendered insolvent within a period of one year from that date, and (iii) in forming their opinion for the above purposes, the Directors have taken into account the liabilities, as if the company were being wound-up under the provisions of the Companies Act, 1956 (including prospective and contingent liabilities). (h) The Board of Directors have received a report from Narayanan Patil & Ramesh, Chartered Accountants, Bangalore, the Company's statutory auditors. The Board of Directors MRO-TEK Limited Bellary Road, Hebbal, Bangalore 560 024 30 March 2007 Dear Sirs, Sub: Buy Back of Shares. In connection with the proposed Buy Back of equity shares approved by the Board of Directors at their meeting held on 30 March 2007, and based on the information and explanations given to us, which to the best of our knowledge and belief were necessary for this purpose, we report as follows: 1 We have inquired into the state of affairs of the Company, based on the audited accounts as at 31 March 2006 and unaudited results for the nine months ended 31 December 2006 taken on record at the meeting of the Board of Directors held on 24 January 2007. 2 The amount of permissible capital payment towards Buy Back of equity shares in question, as ascertained below, has been properly determined in accordance with section 77A(2) of the Companies Act, 1956.
Particulars Share Capital as at 31st March 2006 ( 2,04,30,128 equity shares of Rs.5 each) Free reserves as at 31st March 2006 Total Paid-up Capital and free reserves Maximum amount for Buy Back i.e. @ 10% of paid up capital and free reserves, pursuant to proviso to Sec 77(A) (2)(b) Amount approved by the Board for Buy Back Amount (Rs. in lakhs) 1021.50 7391.50 8413.00 841.30 825.00

3. 4.

7.9

7.10

8. 9.

10.

11.

opportunity to those shareholders who so desire in a manner that does not substantially impact the market price of the Company's shares to the detriment of the continuing shareholders. Further, the buy-back is also expected to enhance the earnings per share of the Company in future and create long-term shareholder value. PROCESS AND METHODOLOGY TO BE ADOPTED FOR THE BUY-BACK The Offer is open to all Shareholders / Beneficial Owners of the Shares, both registered and unregistered, except Promoters of the Company. The Regulations permit the Company to effect the Buyback from the Open Market only through the Stock Exchanges having electronic trading facility. Accordingly, the Company proposes to Buyback shares on BSE and NSE only. For the aforesaid Buyback the Company has appointed Karvy Stock Broking Ltd as broker through whom the purchases and settlement on account of the Buyback shall be made. The Buyback of Shares will be made only through the order matching mechanism except all or none order matching system. The company may from time to time, commencing from 21st May, 2007, place buy orders on the BSE and / or NSE to buy Shares through the Broker, in such quantity and at such prices, not exceeding Rs. 55 per Share, as it may deem fit, depending upon the prevailing quotations of the Shares on the Stock Exchanges. When the Company has placed an order for Buy-back of Shares, the identity of the Company as purchaser would be available to the market participants of NSE and BSE. Beneficial owners, who desire to sell their Shares under the Buy-back, would have to do so through a stockbroker, who is a member of either BSE or NSE, by indicating to their broker the details of shares they intend to sell whenever the Company has placed a buy order for Buyback of Shares. The Trade would be executed at the price at which the order matches and that price would be the price for that seller. The execution of the order, issuance of contract note, delivery of stock to the member and receipt of payment from the member would be carried out in accordance with the Stock Exchanges and Securities and Exchange Board of India (SEBI) requirements. It may be noted that all the Shares bought back by the Company may not be at a uniform price. Further, the Company is under no obligation to place a buy order on a daily basis, nor is the company under any obligation to place an order on both the odd lots as well as the normal trading segment of the Stock Exchanges, as applicable. The Company shall intimate the Stock Exchanges as well as the public through its release in the newspapers regarding quantity of shares purchased and amount utilized for buyback as prescribed by the Buyback Regulations. The Shares of the Company are traded in the compulsory demat mode under the trading code(s) 532376 at BSE and MRO-TEK at NSE. Shareholders holding Shares in physical form can sell their Shares in the odd lot trading segment on BSE only if and when the Company places order in that segment. Nothing contained herein shall confer any right on the part of any Shareholder to offer, or any obligation on the part of the Company or the Board to Buyback any Shares, and / or impair any power of the Company or the Board to terminate any process in relation to the Buyback, if so permissible by law. The Buyback shall be implemented in the manner and following the procedure prescribed in the Act and the Regulations and as may be determined by the Board (including Committee thereof authorized to complete the formalities of the Buyback) and on such terms and conditions as may be permitted by law from time to time. The maximum amount, which the Company would deploy for the purposes of the Buy back is Rs. 8,25,00,000 (Rupees eight crores twenty five lakhs only). MAXIMUM AND MINIMUM NUMBER OF SHARES TO BUY BACK, SOURCES OF FUNDS AND COST OF FINANCING The maximum number of equity shares to be bought back, fixed by the Board of Directors of the Company, is 25,60,000 and no minimum is fixed. However, 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 buy-back. The company has substantial accumulated Free Reserves as well as favorable liquidity, which is reflected in the Cash and Bank balances and the same would be utilized for the Buyback. The funds required for the Buy-back will be drawn out of the Free Reserves of the Company. The cost of financing the Buy-back would therefore be only a notional loss of income that the funds used for Buy-back would have earned, had they been deployed in the ordinary course of the Company's business. BRIEF INFORMATION ABOUT THE COMPANY MRO-TEK Limited, was established in 1984 with the principal objective of carrying out network computing. Since 1992, it has established strategic alliances with leading international networking and datacom companies, to remain at the cutting edge of technology and marketing strength. As of date, the Company has four alliance partners, ranging from technical partnership to joint venture manufacturing. The Company has a state-of-art manufacturing facility periodically upgraded with equipment of latest technology, Govt of India recognized, in-house R&D section, a technically-aggressive marketing force and an impeccable reputation for technology and service support. The R&D section of the Company is engaged in developing products for high speed internet connectivity and metro Ethernet - for copper and optical media, having commercialized about ten products so far, with more in the offing. The company is at present in all the segments of the communication and networking industry. It offers a wide range of products such as Leased-line modems, Muxes, Cross connects, Ethernet edge access devices, Media Converters, Optical Wireless products for high speed connectivity, for all types of media Copper, Fiber and Wireless. BRIEF FINANCIAL INFORMATION OF THE COMPANY Brief audited financial information of the company for the last three financial years and unaudited financial results for the nine months period ended 31 December 2006 are detailed below:
(Rs. In Lakhs)

The National Stock Exchange of India Limited (NSE)

Period 2004 2005 2006 Nov 2006 Dec 2006 Jan 2007 Feb 2007 Mar 2007 April 2007 Date of Low Closing Date of High Closing and No. of and No. of High shares traded Low shares traded (Rs.) (Rs.) on that date on that date 33.95 28.12.04 11.65 24.03.04 15,19,404 43,533 88.25 103.85 58.95 61.30 60.80 56.25 54.45 50.65 13.12.05 6,95,453 10.05.06 53,93,872 01.11.06 1,83,234 26.12.06 11,30,647 05.01.07 4,31,418 08.02.07 1,84,025 21.03.07 22,20,772 02.04.07 1,90,405 27.40 45.50 51.05 45.50 53.90 46.05 40.20 46.80 17.01.05 67,890 12.12.06 84,134 30.11.06 46,415 12.12.06 84,134 31.01.07 71,039 28.02.07 52,510 19.03.07 47,840 30.04.07 39,905 Average Total Volume Traded in Price * the period (Rs.) 22.80 57.82 74.67 55.00 53.40 57.35 51.15 47.32 48.73 4,31,80,454 9,82,77,007 6,40,81,180 17,09,827 44,19,938 33,39,515 12,07,469 55,50,415 13,56,862

(Source: NSE website) - * Average price is average of high and low prices. The Board of Directors of the Company at its meeting held on 30.03.2007 approved the proposal for the Buyback. The closing market price of the Shares of the Company on 02.04.2007 i.e. working day immediately after the date of the resolution of the Board of Directors approving the Buyback was Rs. 50.90 per share on the BSE and Rs.50.65 per Share on NSE. (Source: Official quotations from BSE and NSE) 14. PRESENT EQUITY CAPITAL STRUCTURE AND SHAREHOLDING PATTERN 14.1 The share capital of the Company as on March 31, 2007 is as follows: Authorised Capital (2,40,00,000 Equity shares of Rs.5 each) Rs.12,00,00,000 Issued, Subscribed and Paid-up Capital (2,07,41,528 Equity Shares of Rs.5 each fully paid up) Rs.10,37,07,640 14.2 The shareholding pattern of the Company as on March 31, 2007 is as follows: *
Particulars No. of shares held % of existing equity capital No of % shares holding post post Buyback * buyback

Promoters and/or persons who are in the control and/or acting in concert Foreign Investors (including Non Resident Indians / FIIs and Foreign Mutual Funds) Financial Institutions / Banks & Mutual Funds promoted by Banks / Institutions Others (Public, Bodies Corporate, Employees, etc TOTAL

73,09,054 4,47,649 18,500 1,29,66,325 2,07,41,528

35.24 2.16 0.09 62.51 100.00

73,09,054

37.99

1,19,32,474

62.01

1,92,41,528

100.00

Particulars

Year Year Year Nine Ending Ending Ending Months March 31, March 31, March 31, Ended 2004 2005 2006 Dec. 31, 2006 Audited Audited Audited Un-Audited
9,762.21 342.56 10,104.77 946.31 129.53 33.03 70.78 712.97 170.41 190.23 352.33 15.53 367.86 20.00 1,021.51 6,024.78 7,046.29 1.72 34.49 5.00 11,504.86 13,979.16 459.06 424.36 11,963.92 14,403.52 1,954.83 2,892.31 405.85 363.53 28.89 86.14 1,520.09 2,442.64 809.69 295.10 686.27 415.30 1,756.37 11.45 0.05 426.75 1,756.42 25.00 45.00 1,021.51 1,021.51 6,160.34 7,393.98 7,181.85 8,415.49 2.03 8.60 35.15 41.19 5.78 20.87 7,868.13 386.70 8,254.83 1,289.54 225.24 20.07 1,044.23 329.37 714.86 4.31 719.17 1,021.51 8,239.16 9,260.67 3.50 45.33 7.72

Net Sales Other Income Total Income Profit before Interest, Depreciation & Tax Depreciation Interest Misc. Expenses written off Profit before Tax Exceptional expenses Tax Provision Profit after Tax Prior Period Adjustments PAT after prior period adjustments Equity Dividend (%) Equity Share Capital Reserves & Surplus Net worth Earnings per share (Rs.) Book value per share (Rs.) Return on Net worth (%)

12. 13. 13.1

ESCROW ACCOUNT: Not applicable LISTING DETAILS AND STOCK MARKET DATA The Shares are listed on Bombay Stock Exchange Limited, (BSE) and The National Stock Exchange of India Limited (NSE). 13.2 The high, low and average market prices for the last three years and the monthly high, low and average market prices for the six months preceding this Public Announcement and the corresponding volumes on BSE and NSE, where the Shares of the Company traded are as follows: Bombay Stock Exchange Limited (BSE)
Date of Low Closing Date of High Closing and No. of and No of High shares traded Low shares traded (Rs.) (Rs.) on that date on that date 34.05 28.12.04 11.70 24.03.04 8,93,318 24,819 88.40 103.95 59.20 61.10 61.00 56.35 53.75 50.90 07.10.05 29,43,723 10.05.06 26,89,444 01.11.06 66,860 26.12.06 7,50,882 17.01.07 2,56,810 08.02.07 1,20,487 21.03.07 11,56,640 02.04.07 1,13,961 27.30 46.05 51.25 46.05 54.40 45.80 40.10 46.95 17.01.05 26,975 12.12.06 38,243 29.11.06 43,736 12.12.06 38,243 31.01.07 54,888 28.02.07 28,438 14.03.07 22,214 30.04.07 23,113 Average Total Volume Traded in Price * the period (Rs.) 22.88 57.85 75.00 55.22 53.57 57.70 51.07 46.92 48.93 2,20,87,329 5,25,95,862 3,26,41,155 9,97,826 28,18,346 19,81,442 8,01,547 29,61,074 8,22,085

Period 2004 2005 2006 Nov 2006 Dec 2006 Jan 2007 Feb 2007 Mar 2007 April 2007

* Assuming that all the Shares are bought back at the Maximum Offer Price of Rs.55 and for a total offer size of Rs.8,25,00,000. The shareholding, post Buyback, may differ depending upon the actual price at which the Buyback has been undertaken. 14.3 The capital structure contains only 2,07,41,528 fully paid equity shares of Rs.5 each and does not contain any outstanding convertible instruments. 14.4 The aggregate shareholding of the Promoters and, and of the persons who are in control of the company (collectively referred to hereinafter as the Promoters) as on 30th March 2007 is 73,09,054 Equity shares constituting 35.24% of the Paid-up Share Capital of the Company. 14.5 The Promoter group have not purchased any shares of the Company during last twelve months preceding 30th March, 2007 being the date of approving of Buyback offer by the Board. 14.6 The Promoters of the Company do not intend to participate in the Buyback program of the company. 15 MANAGEMENT DISCUSSIONS AND ANALYSIS ON THE LIKELY IMPACT OF BUYBACK ON THE COMPANY 15.1 The Buyback is not likely to cause any material impact on the profitability of the Company, except the loss of income, if any, on the amount of cash to be utilized for the Buyback. 15.2 The Share Buyback program is expected to contribute to the overall enhancement of shareholder value. 15.3 The Promoters cannot offer Shares held by them under the Buyback. Consequent to the Buyback and depending upon the response to the Buyback offer, the holding of promoters would increase from the pre buy back holding of 35.24% to 37.99%, (assuming that all the Shares are bought back at the Maximum Offer Price of Rs.55 and for a total offer size of Rs.8,25,00,000). The shareholding, post Buyback, may differ depending upon the actual price at which the Buyback has been undertaken. 15.4 Consequent to offer for Buyback and based on the number of Shares offered by / bought back from FIIs, NRIs, Indian Financial Institutions/ Banks / Mutual Funds and Public including Bodies Corporate shareholding would undergo a consequential change. 15.5 As required under the Act, the ratio of the debt owed by the Company would not be more than twice the Share Capital and Free Reserves after the Buyback. 16. Subject to the provisions of the Act, the Company will not issue fresh Equity shares during the period from the date of the Public Announcement up to six months after completion of the Buyback. 16.1 The Promoters shall not deal in the Equity shares of the company during the period the Buyback is open. 16.2 The Company shall not issue bonus shares during the period the buyback is open. 16.3 The Company shall not withdraw the offer Buyback after the Public Announcement is made. 17 STATUTORY APPROVALS 17.1 The Board of Directors has passed a resolution at its meeting held on 30th March, 2007 authorising the Buyback. 17.2 The Company shall obtain such approvals as may be prescribed from time to time. 18 COLLECTION AND BIDDING CENTRES Not Applicable 19 METHOD OF SETTLEMENT 19.1 The company will pay the consideration to the appointed Broker on or before pay-in date for each settlement, as applicable to the respective Stock Exchanges. 19.2 The Beneficial Owners holding Shares in the demat form would be required to transfer the number of Shares sold by tendering the delivery instruction to their respective depository participant (DP) for debiting their beneficiary account maintained with the DP and crediting the same to the pool account of the broker through whom the trade is executed. The shareholders holding Shares in physical form may present the Share Certificates along with valid transfer deeds to their respective brokers through whom the trade is executed. 19.3 The Company has opened a Depository account styled MRO-TEK Ltd. with BGSE Financials Limited. The Shares bought back in the demat form would be transferred into the aforesaid account by the appointed Broker on receipt of the Shares from the clearing and settlement mechanism of BSE and NSE. 19.4 The Shares lying credit in the aforesaid account will be periodically extinguished within 7 days or such other permissible period from the date of acceptance of the Shares in the manner specified in the Buyback Regulations. In respect of Shares bought back in the physical form, the shares would be extinguished and the Share Certificates physically destroyed within 7 days or such other permissible from the date of acceptance in the manner specified in the Buyback Regulations. The details of the Shares extinguished would be notified to all the Stock Exchanges on which the Shares of the Company are listed and to Securities and Exchange Board of India (SEBI) as per provisions of the Buyback Regulations. 20 COMPLIANCE OFFICER Mr. R. Ramaswamy , CFO & Company Secretary, MRO-TEK Limited, Bellary Road, Hebbal, Bangalore 560024, Tel:080-23332951; Fax:080-23333415; Email: mrotek@vsnl.com Investor may contact the Compliance Officer for any clarification or to address their grievances, if any, during office hours i.e. 10 am to 5 pm on all working days except holidays, or e-mail to GRD@mro-tek.com or mrotek@vsnl.com. 21. INVESTOR SERVICE CENTRE In case of any queries, the shareholders may contact the Registrar & Share Transfer Agent of the Company, on all working days, at the following address: Karvy Computershare Private Ltd., UNIT: MRO-TEK Limited, 17-24, Vittal Rao Nagar, Madhapur, Hyderabad 500081, Phone:040-23420818; Fax:040-23420814 Email: mahendra.singh@karvy.com 22. MERCHANT BANKER TO THE BUYBACK The Company has appointed Karvy Investor Services Limited as the Merchant Banker to the Buyback:
KARVY INVESTOR SERVICES LIMITED Karvy House , 46, Avenue 4, Street No. 1, Banjara Hills, Hyderabad - 500 034 Tel. No. 040 - 23312454, Fax No. 040 23374714 Contact Person: Mr. P Balraj Email: mbd@karvy.com

6.

The Board of Directors have formed the opinions to the solvency of MRO-TEK Limited on reasonable grounds that the Company, having regard to its state of affairs, will not be rendered insolvent within a period of one year from the date of meeting of the Board of Directors i.e. 30 March 2007. (i) As per the provisions of the Companies Act, 1956, the resolution passed by the Board of Directors approving the Buy Back will be valid for a maximum period of twelve months from the date of passing the resolution. The exact time and manner of Buy Back will be announced by way of public announcement. THE NECESSITY OF THE BUY BACK The buyback proposal is mooted in keeping with the Company's desire to maximize returns to investors and enhance overall shareholder value by returning surplus cash to shareholders in an investor friendly manner. Also, the buyback is an efficient mechanism for providing an exit

23. DIRECTORS' RESPONSIBILITY As per Regulations 19(1)(a) of the Buyback Regulations, the Directors of the Company accept responsibility for the information contained in this Public Announcement.

For and on behalf of Board of Directors Date: May 7, 2007 Place: Bangalore Sd/- S. Narayanan Chairman & Managing Director Sd/- H. Nandi Managing Director

(Source: BSE website)