LETTER OF OFFERTHIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Letter of Offer is being sent to you as an equity shareholder(s) of Amrutanjan Health Care Limited inaccordance with the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 1998,as amended. If you require any clarification about the actions to be taken, you may consult your stockbrokeror your investment consultant or the Manager / Registrar to the Buy-back Offer. In case you have recentlysold all your equity shares in the Company, please hand over this Letter of Offer and the accompanyingForm of Acceptance and Transfer Deed to the member of the stock exchange through whom the sale waseffected.

Amrutanjan Health Care LimitedRegistered Office: No.103 (Old No.42-45), Luz Church Road, Mylapore, Chennai 600 004

Contact Person: Ms. Hema Pasupatheeswaran, Company Secretary & AGM - LegalPhone: +91 44 2499 4465 / 4164 , Fax: +91 44 2499 4585

E-mail: investors@amrutanjan.com, Website: www.amrutanjan.comMAKES A CASH OFFER AT Rs. 900/- PER SHARE

TO BUY BACK UP TO 1,06,937 FULLY PAID-UP EQUITY SHARES OF FACE VALUE RS. 10 EACH

OFFER TO THE EQUITY SHAREHOLDER(S)/ BENEFICIAL OWNER(S) OF AMRUTANJAN HEALTH CARELIMITED (“THE COMPANY”) ON THE SPECIFIED DATE (i.e. JUNE 17, 2011) FOR BUY BACK OF UPTO1,06,937 EQUITY SHARES OF THE FACE VALUE RS. 10 EACH REPRESENTING 3.53% OF THE TOTALPAID-UP EQUITY SHARE CAPITAL OF AMRUTANJAN HEALTH CARE LIMITED AT A PRICE OF RS. 900PER SHARE PAYABLE IN CASH AGGREGATING TO RS. 9,62,43,300 (RUPEES NINE CRORES SIXTYTWO LAKHS FORTY THREE THOUSAND THREE HUNDRED ONLY) BEING 9.99% OF THE PAID-UPEQUITY SHARE CAPITAL AND FREE RESERVES OF THE COMPANY AS ON MARCH 31, 2010. THE SAIDBUY BACK IS THROUGH “TENDER OFFER” ON A PROPORTIONATE BASIS.

The procedure for offer is set out on page no. 18 of this Letter of Offer. A Form of Acceptance isenclosed with this Letter of Offer. The form with relevant enclosures should be submitted / deliveredso as to reach the Registrar to the Offer on or before July 18, 2011 (the Offer closing date).

The Buy Back offer is being made pursuant to SEBI (Buy Back of Securities) Regulations, 1998 andsubsequent amendments as well as in accordance with provisions of Sections 77A, 77AA, 77Band all other applicable provisions, if any, of the Companies Act, 1956. A copy of the public an-nouncement published on May 23, 2011, Corrigendum to Public Announcement published on May24, 2011 and this Letter of Offer (along with the Form of Acceptance) will be available on SEBI’swebsite at www.sebi.gov.in.

BUY-BACK OFFER OPENS ON: JULY 04, 2011 (MONDAY)BUY-BACK OFFER CLOSES ON: JULY 18, 2011 (MONDAY)

Since 1893

MANAGER TO THE OFFERSPA Merchant Bankers LimitedSEBI Regn. No.: INM00001082525, C - Block, Community CentreJanak Puri, New Delhi - 110 058Tel. No. +91 11 2551 7371, 4567 5500Fax No. +91 11 2553 2644Email: amrutanjan.buyback@spagroupindia.comWebsite: www.spacapital.comContact Person: Mr. Nitin Somani / Ms. Ashi Mehra

REGISTRAR TO THE OFFERCAMEO Corporate Services LimitedSEBI Regn. No.: INR000003753‘Subramanian Building’,No.1, Club House Road,Chennai - 600 002Tel. No. +91 44 2846 0390Fax No. +91 44 2846 0129Email: investor@cameoindia.comContact Person: Ms. K. Sreepriya

TABLE OF CONTENTS

Headings Page No.

Schedule of activities 1

Key Definitions 1

Disclaimer Clause 2

Text of the Resolution passed at the Board Meeting and the Buy Back Committee Meeting 3

Contents of Public Notice 5

Details of Public Announcement 9

Details of Buy Back Offer 9

Authority for the Buy Back 10

Necessity for Buy Back 10

Management Discussion and Analysis on likely impact of Buy Back on the Company 10

Basis for calculating Buy Back Price 11

Source of Funds 11

Details of the Escrow Account and the amount Deposited therein and the Financial Arrangement 11

Capital Structure and Shareholding Pattern 12

Brief Information about the Company 14

Financial Information about the Company 16

Stock Market Data 17

Details of Statutory Approvals 18

Details of Registrar to the Buy Back Offer 19

Collection Centers 19

Process and Methodology for the Buy Back Programme 20

Withdrawal 25

Note on Taxation 25

Declaration by the Board of Directors 26

Auditor’s Report 27

Compliance Officer and Investor Service Centre 27

Documents for Inspection 28

Directors Responsibility Statement 28

ParticularsBoard Meeting approving Buy-BackCommittee Meeting approving the Buy Back PriceDate of Public NoticeDate of Public AnnouncementDate of Corrigendum to Public AnnouncementSpecified DateOpening of the OfferLast date of withdrawalClosure of the OfferLast Date of VerificationLast date of intimation regarding acceptance / rejectionand dispatch of consideration / share certificate / dematinstructionLast date of extinguishment of shares

DayTuesday

FridaySunday*MondayTuesday

FridayMonday

WednesdayMonday

ThursdayTuesday

Monday

1. SCHEDULE OF ACTIVITIES

DateMay 03, 2011May 06, 2011May 08, 2011May 23, 2011May 24, 2011June 17, 2011July 04, 2011July 13, 2011July 18, 2011July 28, 2011

August 02, 2011

August 08, 2011

* The Public Notice was published in Business Standard - Hindi and English (all editions) and MakkalKural – Tamil (Chennai edition) on Sunday, May 08, 2011. In the editions of Business Standard which arenot available on Sunday, the Public Notice was published on Monday, May 09, 2011.

2. KEY DEFINITIONSActArticlesBoard

BSEBuy-back Committee

Buy-back / Offer

CDSLCorrigendum to the Public Announcement

CompanyDPEligible Person(s)

Escrow Account

IT ActLOFMSEManager to the Buy-back Offer

The Companies Act, 1956, as amendedArticles of Association of the CompanyBoard of Directors of the Company or Committeeconstituted for the purpose of the Buy-backBombay Stock Exchange LimitedCommittee formed by the Board for the purpose ofthis Buy Back OfferOffer to Buy-back 1,06,937 equity shares of face valueRs. 10/- each of the Company at a price of Rs.900/-per share in accordance with the Regulations andrelevant provisions of the Act through tender offerCentral Depository Services (India) LimitedCorrigendum to the Public Announcement issued onMay 24, 2011 in Business Standard - English & Hindi(all Editions) and Makkal Kural - Tamil (Chennaiedition)Amrutanjan Health Care LimitedDepository ParticipantPerson(s) eligible to participate in the Buy-back andwould mean all shareholders (registered andunregistered) / beneficial owners of sharesThe Escrow Account with HDFC Bank Limited,Financial Institutional Group, 115 Radha KrishnanSalai, 9th Floor, Mylapore, Chennai - 600 004Income-tax Act, 1961, as amendedLetter of OfferMadras Stock Exchange LimitedSPA Merchant Bankers Limited

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NRINSDLNSEOffer Price / Buy Back Price

Offer Size / Buy Back Size

Public Announcement

Promoter Group

RBIRegistrar to the Buy-back offerRegulations

SEBIShares

Specified Date

Takeover Regulations

Tender Offer Form / Form of Acceptance

Non Resident IndianNational Securities Depository LimitedNational Stock Exchange of India LimitedRs. 900 (Rupees Nine Hundred Only) per Equity Share,payable in cashNumber of equity shares proposed to be bought backmultiplied by the Offer Price (i.e. 1,06,937 x 900)aggregating to Rs. 9,62,43,300 (Rupees Nine crore sixtytwo lakhs forty three thousand three hundred only)Public Announcement regarding the Buy-back issued onMay 23, 2011 in Business Standard - English & Hindi (allEditions) and Makkal Kural - Tamil (Chennai edition)1. Mr. S. Sambhu Prasad,2. Mrs. S. Rajeswari,3. Mr. D. Seetharama Rao,4. Mrs. D. Leelabhramara,5. Dr. Pasumarthi Sathya Narayana Murthi,6. Mrs. P. Nageswaramma,7. Ms. S. Ramayamma,8. Mr. S. Nageswara Rao,9. Mr. S. Radhakrishna, Executor to the Estate of Smt. S. Kamakshamma,10. P. Satyanarayana,11. Mr. Ramalingam Ganti, Trustee, Amrutha Dharma Nidhi12. Ms. Ramaa Prabhakar Arikirevula / Prabhakar ArikirevulaReserve Bank of IndiaCameo Corporate Services LimitedThe Securities and Exchange Board of India (Buy-Back ofSecurities) Regulations, 1998, as amendedThe Securities and Exchange Board of IndiaFully paid-up equity shares of face value of Rs. 10 each ofthe CompanyDate for the purpose of determining the names of theshareholders of the Company to whom the Letter of Offerwill be sent, as set out in the proposed timetable, beingJune 17, 2011The Securities and Exchange Board of India (SubstantialAcquisition of Shares and Takeovers) Regulations, 1997Form of acceptance alongwith which the shareholdershould tender the shares under this Buy Back Offer

3. DISCLAIMER CLAUSE

AS REQUIRED, A COPY OF THE DRAFT LETTER OF OFFER HAS BEEN SUBMITTED TO SECURITIES ANDEXCHANGE BOARD OF INDIA (SEBI). IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OFDRAFT LETTER OF OFFER WITH SEBI SHOULD NOT, IN ANY WAY BE DEEMED OR CONSTRUED THAT THESAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITYEITHER FOR THE FINANCIAL SOUNDNESS OF THE COMPANY TO MEET THE BUY BACK COMMITMENTSOR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE OFFERDOCUMENT. THE MANAGER TO THE OFFER, SPA MERCHANT BANKERS LIMITED HAS CERTIFIED THATTHE DISCLOSURES MADE IN THE OFFER DOCUMENT ARE GENERALLY ADEQUATE AND ARE IN

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CONFORMITY WITH THE PROVISIONS OF COMPANIES ACT, 1956 AND SEBI (BUY BACK OF SECURITIES)REGULATIONS, 1998, AS AMENDED. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE ANINFORMED DECISION FOR TENDERING THEIR SHARES IN THE BUY BACK.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY RESPONSIBLEFOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THE OFFERDOCUMENT, THE MANAGER TO THE OFFER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURETHAT THE COMPANY DISCHARGES ITS DUTY ADEQUATELY IN THIS BEHALF AND TOWARDS THISPURPOSE, THE MANAGER TO THE OFFER, SPA MERCHANT BANKERS LIMITED HAS FURNISHED TO SEBIA DUE DILIGENCE CERTIFICATE DATED MAY 30, 2011 IN ACCORDANCE WITH SEBI (BUY BACK OFSECURITIES) REGULATIONS, 1998 WHICH READS AS FOLLOWS:

“WE HAVE EXAMINED VARIOUS DOCUMENTS AND MATERIALS CONTAINED IN THE ANNEXURE TO THEDRAFT LETTER OF OFFER, AS PART OF THE DUE DILIGENCE CARRIED OUT BY US IN CONNECTION WITHTHE FINALIZATION OF THE PUBLIC ANNOUNCEMENT AND THE DRAFT LETTER OF OFFER. ON THE BASISOF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE COMPANY, WE HEREBY STATE THAT:

• THE PUBLIC ANNOUNCEMENT, CORRIGENDUM TO THE PUBLIC ANNOUNCEMENT AND THE DRAFTLETTER OF OFFER ARE IN CONFORMITY WITH THE DOCUMENTS, MATERIALS AND PAPERSRELEVANT TO THE BUY BACK OFFER;

• ALL THE LEGAL REQUIREMENTS CONNECTED WITH THE SAID OFFER INCLUDING SEBI (BUY BACKOF SECURITIES) REGULATIONS, 1998, HAVE BEEN DULY COMPLIED WITH.

• THE DISCLOSURES IN THE PUBLIC ANNOUNCEMENT AND THE DRAFT LETTER OF OFFER ARE, TOTHE BEST OF OUR KNOWLEDGE, TRUE, FAIR AND ADEQUATE IN ALL MATERIAL RESPECTS FORTHE SHAREHOLDERS OF THE COMPANY TO MAKE A WELL INFORMED DECISION IN RESPECT OFTHE CAPTIONED BUY BACK OFFER.

• FUNDS USED FOR BUY BACK SHALL BE AS PER THE PROVISIONS OF THE COMPANIES ACT, 1956.”

THE FILING OF OFFER DOCUMENT WITH SEBI, DOES NOT, HOWEVER, ABSOLVE THE COMPANY FROMANY LIABILITIES UNDER THE PROVISIONS OF THE COMPANIES ACT, 1956 OR FROM THE REQUIREMENTOF OBTAINING SUCH STATUTORY OR OTHER CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSEOF THE PROPOSED BUY BACK.

PROMOTERS / DIRECTORS DECLARE AND CONFIRM THAT NO INFORMATION / MATERIAL LIKELY TOHAVE A BEARING ON THE DECISION OF INVESTORS HAS BEEN SUPPRESSED / WITHHELD AND / ORINCORPORATED IN THE MANNER THAT WOULD AMOUNT TO MISSTATEMENT / MISREPRESENTATIONAND IN THE EVENT OF IT TRANSPIRING AT ANY POINT OF TIME THAT ANY INFORMATION / MATERIALHAS BEEN SUPPRESSED / WITHHELD AND / OR AMOUNTS TO A MIS-STATEMENT / MIS-REPRESENTATION,THE PROMOTERS / DIRECTORS AND THE COMPANY SHALL BE LIABLE FOR PENALTY IN TERMS OF THEPROVISIONS OF THE COMPANIES ACT, 1956 AND THE SEBI (BUY BACK OF SECURITIES) REGULATIONS,1998.

PROMOTERS / DIRECTORS ALSO DECLARE AND CONFIRM THAT FUNDS BORROWED FROM BANKSAND / OR FINANCIAL INSTITUTIONS WILL NOT BE USED FOR THE BUY BACK.

4. TEXT OF THE RESOLUTION PASSED AT THE BOARD MEETING AND THE BUY BACK COMMITTEEMEETING:

The Buy-back through a tender offer has been duly authorised by resolutions passed by the Board ofDirectors of the Company at its meeting held on May 03, 2011 and price has been determined by the BuyBack Committee at its meeting held on May 06, 2011. The text of the relevant resolutions passed is givenbelow.

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A. RESOLUTION PASSED AT THE BOARD MEETING HELD ON MAY 03, 2011“Resolved that pursuant to the provisions contained in Articles of Association of the Company andsubject to the provisions of Sections 77A, 77B and other applicable provisions, if any, of the CompaniesAct 1956 (the Act) and the provisions of Securities and Exchange Board of India (Buy-back of Securities)Regulations, 1998 (“Buy-back Regulations”) (including any statutory modification(s) or re-enactment(s)thereof of the Act or Buy-back Regulations, for the time being in force) and subject to such other approvals,permissions and sanctions as may be necessary and subject to such conditions and modifications asmay be prescribed or imposed while granting such approvals, permissions and sanctions which may beagreed to by the Board of Directors of the Company (hereinafter referred to as the “Board” which termshall be deemed to include any Committee which the Board may constitute to exercise its powers,including the powers conferred by this resolution), the consent of the Board be and is hereby accorded topurchase Company’s own equity shares not exceeding 10% of the paid-up share capital and freereserves at a price to be determined by the Committee of Directors formed for this purpose.

Resolved further that a Committee of Directors comprising of Mr. S. Sambhu Prasad, Dr. H.B.N. Shetty,Dr. Pasumarthi S.N. Murthi, Mr. D. Seetharama Rao and Mr. A. Satish Kumar be constituted for thepurpose of buy-back of shares (hereinafter called Buy-back Committee).

Resolved further that the Buy-back Committee be and is hereby authorised to finalise the terms of thebuy-back, the actual amount to be utilied towards the buy-back within the aggregate amount of Rs.962.43lakhs, the time frame for such buy-back within the statutory validity period of this resolution, and tocomplete the modalities for the closure of the buy-back.

Resolved further that the Company may implement the buy-back in one or more tranche / tranches, fromout of its free reserves, surplus available, if any, and that the buy-back may be made on a proportionatebasis through the tender offer as may be prescribed by the Act and the Buy-back Regulations and on suchterms and conditions as the Board in its absolute discretion may deem fit.

Resolved further that nothing contained hereinabove shall confer any right on the part of any shareholderto offer, or any obligations on the part of the Company or the Board to buy-back, any shares, and/or impairany power of the Company or the Board to terminate any process in relation to buy-back, if so permissibleby them.

Resolved further that the buy-back of shares from Non Resident Shareholders, shareholders of foreignnationality etc. shall be subject to such approvals as may be required including approvals from theReserve Bank of India under the Foreign Exchange Management Act, 1999.

Resolved further that the Buy-back Committee be and are hereby authorised to do all such acts, deeds,matters and things as may, in its absolute discretion, deem necessary expedient usual or proper forgiving effect to and implementing the Buy-back, including but not limited to:

a) entering into escrow arrangements as required in terms of Buy-back regulations;b) opening, operation and closure of all necessary accounts including bank accounts, depository

accounts (including escrow account) for the purpose of payment and authorizing persons tooperate the said accounts;

c) appointment and finalization of terms of the merchant bankers, brokers, bankers, escrow agents,registrars, depository participants, investors service centre and other advisors, consultants orintermediaries, advertisement agency;

d) preferring all applications to the appropriate authorities, parties and the institutions for theirrequisite approvals from the Reserve Bank of India under the Foreign Exchange ManagementAct, 1999;

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e) taking all necessary actions for preparation and issue of public announcement and filing ofpublic announcement with SEBI/Stock Exchange(s), filing of declaration of solvency certificateand filing of certificate for extinguishment and physical destruction of share certificates and forall other documents required to be filed;

f) execution of documents under the Common Seal of the Company as may be required and;g) to settle all such questions or difficulties whatsoever which may arise in the buy-back process

and take all such steps and decisions in this regard.

Resolved further that Ms. Hema Pasupatheeswaran, Company Secretary & AGM - Legal be nominatedas Compliance Officer for compliance with the buy-back regulations and to address / redress theenquiries / grievances of the investors.

Resolved further that the Board of Directors (including any committee thereof) be and is herebyauthorised to sub-delegate all or any of the authorities conferred as above to any Director(s) / Officer(s)/ Authorised Representative(s) of the Company to give effect to the aforesaid resolution or to accept anychange(s)or modification(s) as may be suggested by the appropriate authorities or Advisors.”

B. RESOLUTION PASSED AT THE MEETING OF BUY BACK COMMITTEE HELD ON MAY 06, 2011

“Resolved that the consent of the Buy-back Committee be and is hereby accorded to purchase ofCompany’s own equity shares not exceeding 1,06,937 fully paid-up shares of face value of Rs.10/-each for an aggregate amount not exceeding Rs.962.43 lakhs at a price of Rs. 900 (Rupees Ninehundred only) per share.

Resolved further that all other terms and conditions as approved by the Board on May 03, 2011 shallhold good for the said buy-back.”

5. CONTENTS OF PUBLIC NOTICE

The contents of the public notice dated May 06, 2011 and published in Business Standard - English &Hindi (all editions) and Makkal Kural - Tamil (Chennai edition) on May 08, 2011 (the editions in which thePublic Notice was not published on May 08, 2011 were published on May 09, 2011) in compliance withregulation 5A of Securities and Exchange Board of India (Buy back of Securities) Regulations, 1998 areas follows:

1. The Board of Directors of the Company (the “Board”) of Amrutanjan Health Care Limited (“Amrutanjan”or “the Company”), at its meeting held on May 3, 2011 and Buy-back Committee meeting held onMay 6, 2011 (the “Board Meeting”) approved the proposal for buy-back (hereinafter referred to as“the Buy-back”) of upto 1,06,937 fully paid-up equity shares of Rs.10/- each from the existingregistered shareholders / beneficial owners of the equity shares, other than Promoter and PromoterGroup and persons in control of the Company at a price of Rs.900/- (Rupees Nine hundred only) perequity share for a total consideration of Rs.962.43 lakhs (Rupees Nine Hundred sixty two lakhsand forty three thousand only) which forms 10% of the paid-up equity share capital and free reservesof the Company through “Tender Offer” method pursuant to and in accordance with the provisionscontained in Article 55A of the Articles of Association of the Company and in accordance with Sections77A, 77AA, 77B and all other applicable provisions of the Companies Act, 1956 (the “Act”) if any, andthe provisions contained in the Buy-back Regulations and the provisions contained in Clause 40Aof the Listing Agreement entered into with the Stock Exchanges (hereinafter referred to as the “Buy-back”).

2. Buy-back is subject to approvals and permissions as may be necessary, from time to time fromstatutory and regulatory authorities including but not limited to Securities and Exchange Board ofIndia (the “SEBI”), stock exchanges, Reserve Bank of India (the “RBI”) etc., as may be required andfurther subject to such conditions as may be prescribed while granting such approvals which may

5

be agreed to by the Board which term shall include any committee constituted specifically for theBuy-back (the “Buy-back Committee”). The Buy-back will be implemented after obtaining the approvalof the financial institutions/banks, if applicable, and subject to completion of necessary formalitiesas prescribed by applicable laws.

3. The Buy-back is being proposed and implemented in keeping with the Company’s desire to (i)optimize returns to equity shareholders and (ii) enhance overall shareholders value in long term.The Company has accumulated free reserves and sufficient and satisfactory liquidity. At present,there is no immediate need for funds and therefore the Company proposes to buy-back a part of theequity share capital which will provide an opportunity to the Company to return the surplus funds tothe equity shareholders.

4. The Buy-back would lead to (a) reduction in outstanding number of equity shares and consequentincrease in earnings per share (the “EPS”), (b) improvement in return on net worth (the “RONW”),return on equity (the “ROE”) and other financial ratios, (c) the Company has large base of shareholdersholding small number of equity shares. The buy-back through tender offer method would alsofacilitate the equity shareholders to tender their equity shares and exit.

5. The equity shares of the Company are listed on Madras Stock Exchange Limited and are permittedto be traded under the Indonext Trading Platform (‘S’ Group) on the Bombay Stock Exchange Limited(“BSE”). The shares are also traded on National Stock Exchange of India Limited (“NSE). The Buy-back is proposed to be effected on a proportionate basis through the tender offer method. As on date,the Company does not have (a) partly paid up equity shares and (b) outstanding convertible securitiesin its books. Further, there are no locked-in equity shares as on date.

6. The Board has approved an aggregate amount not exceeding Rs.962.43 lakhs for the buy-back. Thisrepresents less than 10% of the aggregate of the Company’s paid up equity share capital and freereserves, eligible for use in buy-back, as per the latest audited Balance Sheet of the Company as onMarch 31, 2010.

7. The buy-back will be financed from the free reserves and or cash balances and or internal accrualsof the Company. The utilization of the resources for the purpose of the proposed buy-back is not likelyto impact the Company’s financial position as well as any of its operational plans.

8. Though the Company does not propose raising debt for affecting the buy-back, it may continue toborrow funds in the ordinary course of its business, if necessary, in future.

9. The Buy-back price of Rs.900/- per equity share has been approved by the Board of Directors andBuy-back Committee after considering parameters such as trend in the market price of the equityshares of the Company during 6 months prior to the date of the Board Meeting, the book value perequity share, earnings trend in the recent past, the future outlook of the industry, outlook for theCompany and other relevant factors. The Buy-back price is at a premium of 17.42% over the closingprices on 2nd May, 2011 being the last trading day of the date of the Board Meeting approving the buy-back, on BSE. The Buy-back price as proposed will not impair the growth of the Company and willcontribute to the overall enhancement of the shareholder value.

10. The aggregate shareholding of the Promoters and Persons who are in control of the Company andthe Promoter Group, collectively known as the Promoters (disclosed as per clause 35 of the listingagreement), as on March 31, 2011 nearest to the Board Meeting date, is 14,72,792 equity shares ofRs.10/- each, out of total 30,30,000 equity shares of Rs.10/- each which represents 48.61% of theexisting equity share capital of the Company. Assuming 100% response to the buy-back, the aggregateshareholding of the Promoters, post buy-back will increase to 50.39% of the post buy-back equityshare capital of Company.

11. The Company confirms that the Promoters and Promoter Group, have not purchased / sold any equityshares of the Company during the period of six months preceding May 3, 2011, being Board Meetingdate except as stated as under.Ms. S. Rajeswari, one of the promoters had purchased 13,868 equity shares on an average price ofRs. 654.18 per share and Mr. Ramalingam Ganti, Trustee, Amrutha Dharma Nidhi, one of the personsof promoter group had purchased 4,893 equity shares on an average price of Rs. 690.72 per share.

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12. In terms of Regulation 19(1)(e) of the Buy-back Regulations, the Promoters and promoter group shallnot deal in the equity shares of the Company in the Stock Exchanges during the period the buy-backis open.

13. The Company, in compliance with Regulation 4(2) of the Buy-back Regulations confirms that, it willnot, for the purpose of buy-back, enter into any negotiated deals, whether on or of the Stock Exchangesor through spot transactions or through any private arrangement.

14. The Promoters of the Company do not intend to offer any equity shares under the buy-back.15. As per the provisions of Section 77A of the Act and Regulation 19(1)(b) of the Buy-back Regulations,

the Company confirms that it will not issue equity shares, including by way of bonus issue, till thedate of closure of the offer, whether by way of bonus issue or in the discharge of subsisting obligationssuch as conversions of convertible instruments, stock options or otherwise.

16. Further, as per the provisions of Section 77A(8) of the Act, the company confirms that it will not issuefresh equity share of the same kind within a period of 6 months from the completion of Buy Back,except by way of bonus issue or in the discharge of subsisting obligations such as stock optionschemes, sweat equity or conversion of debentures or preference shares into equity shares.

17. The Debt Equity Ratio after the buy-back will be well within the limit of 2:1 as prescribed in the Act i.e.the ratio of debt (all secured and all unsecured) owed by the company is not more than twice thecapital and free reserves of the company, post buy-back.

18. The Company confirms that there are no defaults subsisting in the repayment of deposits or interestpayable thereon, redemption of debentures or preference shares or payment of dividend to anyshareholder or repayment of term loans or interest payable thereon to any financial institutions orbanks.

19. The Company confirms that no offer of buy-back, through a board resolution as permitted under thefirst and second proviso to Section 77A(2) of the Companies Act, 1956, will be made within a periodof 365 days reckoned from the date of the buy-back of equity shares.

20. The Board of Directors confirms that it has made the necessary and full enquiry into the affairs andprospects of the Company and has formed the opinion:

i. That immediately following the Board Meeting date, there will be no grounds on which theCompany could be found unable to pay its debts;

ii. As regards its prospects for the year immediately following the Board Meeting date, that havingregard to their intentions with respect to the management of the Company’s business duringthat year and to the amount and character of the financial resources which will in their view, beavailable to the Company during that year, the Company will be able to meet its liabilities as andwhen they fall due and will not be rendered insolvent within a period of one year from that date;and

iii.That in forming their opinion for the above purposes, the Board has taken into account theliabilities as if the Company were being wound up under the provisions of the Companies Act,1956 (including prospective and contingent liabilities).

21. The text of the Report dated 6th May, 2011 received from M/s. P.S. Subramania Iyer & Co., CharteredAccountants and the Statutory Auditors of the Company, having office at No.103 (Old No.57/2), P.S.Sivasamy Salai, Mylapore, Chennai 600 004, represented by its Partner, Mr. N. Srinivasan, (MembershipNo. 200330), addressed to the Board of Directors is reproduced below:

“In connection with the proposed Buy-back of equity shares approved by the Board of Directors ofAmrutanjan Health Care Limited (“the Company”) at its meeting held on May 3, 2011 and Buy-backCommittee Meeting held on May 6, 2011 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:

i. We have inquired into the state of affairs of the company in relation to its audited accounts for theyear ended March 31, 2010;

ii. In our opinion, the amount of permissible capital payment towards Buy-back of equity shares(including premium) in question, as ascertained below, has been properly determined inaccordance with section 77A of the Companies Act, 1956 (“the Act”).

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Share Capital as on March 31, 2010(30,30,000 Equity shares of Rs. 10/- each fully paid –up)Free Reserves as on March 31, 2010TotalMaximum amount permissible for buy-back through resolutionauthorized by the Board i.e. 10% of the total paid-up equity sharecapital and free reserves

303.00

9321.349624.34

962.43

(Rs. in Lakhs)

iii.The Board of Directors in the meeting held on May 3, 2011 and Buy-back Committee at itsmeeting held on May 6, 2011 formed the opinion, as specified in Clause (x) of Schedule 1 ofSEBI (Buy-back of Securities) Regulations, 1998 on reasonable grounds and, nothing hascome to our notice to believe, that the Company, having regard to its state of affairs, would berendered insolvent within a period of one year from that date.

iv. Based on the representation made by the Company and other information and explanationsgiven to us, which to the best of our knowledge and belief were necessary for this purpose, weare not aware of anything to indicate that the aforementioned opinion expressed by the Board ofDirectors is unreasonable in the present circumstances.

v. We are not aware of anything to indicate that the opinion expressed by the directors in theirdeclaration dated May 3, 2011 as to any of the matters mentioned in the said declaration isunreasonable.

This report has been prepared for and only for the Company and is in reference to proposed buy-backof equity shares approved by the Board of Directors of the Company at its meeting held on May 3,2011 and Committee Meeting held on May 6, 2011 in pursuance of the provisions of Section 77A of theAct and the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998 andfor no other purpose. We do not accept or assume any liability or duty of care for any other purpose orto any other person to whom this report is shown or into whose hands it may come save whereexpressly agreed by our prior written consent.”

Place: Chennai For P.S. Subramania Iyer & Co.,Date : 06.05.2011 Firm Registration No.004104S

Chartered Accountantssd/-(N. Srinivasan)PartnerMembership No.200330

22. The buy-back of equity shares from the equity shareholders who are persons resident outside India,including the Foreign Institutional Investors, erstwhile Overseas Corporate Bodies etc, shall besubject to such approvals as are required including approvals from RBI under the Foreign ExchangeManagement Act, 1999 and the rules, regulations framed thereunder.

23. As per the provisions of the Act, the equity shares proposed to be bought back by the Company willcompulsorily be cancelled / extinguished and will not be held for reissuance.

24. The Buy-back is expected to be completed within the statutory validity period of the resolution datedMay 3, 2011 passed by the Board which at present is 12 months from the date of passing of the saidresolution.

25. The Audited accounts for the year ended March 31, 2010 have been approved by the shareholders atthe Annual General Meeting held on August 25, 2010.

The Board of Directors of the Company accepts responsibility for the information contained in this notice.

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6. DETAILS OF PUBLIC ANNOUNCEMENT

The Public Announcement regarding the Buy Back was issued in Business Standard - English & Hindi(all editions) and Makkal Kural -Tamil (Chennai edition) on May 23, 2011 in terms of Regulation 8(1) ofBuy Back Regulations. Further a Corrigendum to the said Public Announcement was issued in all theaforesaid newspapers on May 24, 2011. A copy of the Public Announcement alongwith the copy ofCorrigendum is available on the website of the Securities and Exchange Board of India (the “SEBI”) atwww.sebi.gov.in.

7. DETAILS OF THE BUY BACK OFFER

The Board of Directors (the “Board”) of Amrutanjan Health Care Limited (“Amrutanjan” or “the Company”)at its meeting held on May 03, 2011 has approved the proposal for Buy-back (hereinafter referred to as“the Buy-back”) of its own fully paid-up Equity Shares of face value Rs. 10 each from the existingshareholders / beneficial owners of the Equity Shares, other than Promoters, Promoter Group andpersons in control of the Company, on proportionate basis through tender offer, in accordance with theprovisions contained in the Article 55A of the Articles of Association of the Company, Section 77A, 77AA &77B and other applicable provisions of the Companies Act, 1956 (the “Act”) and the provisions containedin the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998 includingamendments made from time to time (hereinafter referred to as “Buy-back Regulations”) and subject toapproval(s) as may be necessary, from time to time, and further subject to such conditions as may beprescribed while granting such approval(s) which may be agreed to by the Board of Directors for anamount not exceeding 10% of the aggregate of the paid up equity share capital and free reserves as onMarch 31, 2010 (the date of latest audited financial statements as on the date of Board Meeting approvingthe Buy Back).

The Buy Back Committee of the Board at its meeting held on May 06, 2011 has decided to buy back1,06,937 equity shares (Buy Back Shares) at a price of Rs. 900 per equity share (“Buy Back Price”)aggregating to Rs. 9,62,43,300 (Rupees nine crores sixty two lakhs forty three thousand three hundredonly) (“Offer Size”). The Offer Size represents 9.99% of the Company’s aggregate paid up equity sharecapital and free reserves as on March 31, 2010 (the date of latest audited financial statements as on thedate of Board meeting approving the Buy-Back). The buyback of 1,06,937 fully paid up Equity Sharesrepresents 3.53% of the total paid up equity shares of the Company. The buyback of equity shares doesnot exceed 25% of the total paid up equity capital of the Company.

The Promoters of the Company, Promoter Group and Persons acting in concert have confirmed that theydo not intend to offer any of their Equity Shares in the Company under the Buy Back Offer.

The aggregate shareholding of the Promoters, Promoter Group and Persons who are in control of theCompany is 14,72,792 Equity Shares of face value Rs. 10 each representing 48.61% of the existingequity paid up equity share capital of the Company. Assuming response to the Buy Back to the fullestextent, the aggregate shareholding of the Promoters, post Buy Back will increase to 50.39% of the postBuy Back equity share capital of the Company.

The Company’s Equity Shares are fully paid-up and there are no partly paid-up Equity Shares with calls-in-arrears. As required under the Act and Buy-Back Regulations, the Company shall not purchase EquityShares which are locked-in or non-transferable in the Buy-Back till the time they become transferable. Ason date, there are no outstanding compulsory or optionally convertible securities.

The amount required by the Company for the said Buy Back will be met out from current surplus and / orcash balances and / or internal accruals / operating cash inflows of the Company and not from borrowings.Though the Company does not propose raising of debt for effecting the Buy Back, it may continue toborrow funds in the ordinary course of business.

9

8. AUTHORITY FOR THE BUY-BACK

Pursuant to Sections 77A, 77AA & 77B and all other applicable provisions of the Act, if any, the Buy-BackRegulations and Article 55A of the Articles of Association of the Company and other relevant provisions,the Buy-Back through tender offer has been duly authorised by a resolution passed by the Board ofDirectors at their meeting held on Tuesday, May 03, 2011 and Buy Back Committee meeting held onFriday, May 06, 2011.

The Company confirms that it has complied with the provisions of relevant sections of the Companies Act,1956 including Section 77B(2) of the Companies Act, 1956 which are the pre requisites for Buy Back.

9. NECESSITY FOR BUY BACK

The Buy Back is being proposed and implemented in keeping with the Company’s desire to (i) optimizereturns to Equity Shareholders and (ii) enhance overall shareholders value in long term. The Companyhas accumulated free reserves and sufficient and satisfactory liquidity. At present, there is no immediateneed for funds and therefore the Company proposes to Buy Back a part of the equity share capital whichwill provide an opportunity to the Company to return the surplus funds to the Equity Shareholders.

The Buy Back would lead to (a) reduction in outstanding number of equity shares and consequentincrease in earnings per share (the “EPS”), (b) improvement in return on net worth (the “RONW”), returnon equity (the “ROE”), return on assets, return on capital employed and other financial ratios, (c) theCompany has large base of shareholders holding small number of Equity Shares. The Buy Back throughtender offer method would also facilitate the Equity Shareholders to tender their Equity Shares and exit.

The utilisation of cash resources for the purpose of the proposed Buy-back is not likely to impact Company’sfinancial position as well as any of its growth plans.

10. MANAGEMENT DISCUSSION AND ANALYSIS ON LIKELY IMPACT OF THE BUY-BACK ON THE COMPANY

The Buyback is not likely to cause any material impact on the earnings of the Company and the Buybackwill optimise returns to the shareholders and enhance overall shareholders value.

The Promoters of the Company do not intend to offer any Equity Shares under the Buy Back. The aggregateshareholding of the Promoters as on the date of this Letter of Offer is 14,72,792 Equity Shares of Rs. 10each i.e. 48.61% of the existing paid up equity share capital of the Company. Assuming response to theBuy Back of the fullest extent, the aggregate shareholding of the Promoters, post Buy Back will increaseto 50.39% of the post Buy Back equity share capital of the Company.

Consequent to the Buyback and based on the number of Shares bought back from the shareholdersexcluding the Promoters groups, the shareholding pattern of the Company would undergo a consequentialchange, however public shareholding shall not fall below 25% of the total fully paid up equity capital of theCompany.

The Equity Shares tendered pursuant to Buy Back shall be accepted on proportionate basis in case theresponse exceeds the offer size of 1,06,937 Equity Shares.

The Buyback of Shares will not result in a change in control or otherwise affect the existing managementstructure of the Company, except the likely increase in Promoters Shareholding / voting rights pursuant tothe proposed Buyback.

The debt-equity ratio post the Buyback will be below the maximum allowable limit of 2:1 set by the Act.

As on May 13, 2011, the non-resident public shareholding in the company was 24,792 Equity Shares ofthe face value of Rs. 10 each constituting 0.82% of the paid up equity share capital. In case the non-resident public shareholders do not offer their shares in response to this Buy Back and assumingresponse to the Buy Back offer to the fullest extent, there will not be any significant change in the shareholdingof the non-residents in the public category.

10

The Proposed Buy Back being an off market transaction, the Securities Transaction Tax (“STT”) will not beapplicable to the Equity Shares tendered by the equity shareholders and accepted by the Companypursuant to the Buy Back Offer.

11. BASIS FOR CALCULATING BUY-BACK PRICE

The Buy Back price of Rs. 900 per equity share has been approved by the Buy Back Committee at theirmeeting held on May 06, 2011. The Buy-back Price of Rs. 900 has been arrived at after consideringvarious factors such as average price of the shares on the BSE and the NSE prior to the Board Meetingproposing such Buy-back, the net worth of the Company the book value per equity share, earnings trendin the recent past, the future outlook of the industry, outlook for the Company and other relevant factorsand impact of the Buy-back on the earnings per share of the Company.

The Buy-back Price is at a premium of 17.42% over the closing price of the Company’s shares on theBSE and 17.56% over the closing price of the Company’s Shares on the NSE respectively as at May 2,2011, the day before the notice convening the board meeting to consider the proposal of the Buy-backwas given to the BSE and the NSE and a premium of 23.50% over the closing price of the Company’sshares on the BSE and 24.37% over the closing price of the Company’s Shares on the NSE respectivelyas at May 5, 2011, the day before the date of meeting of the Buy Back Committee to decide the Price. Therehas been no trading in the equity shares of our Company on MSE.

12. SOURCES OF FUNDS

Assuming response to the Buy Back Offer to the fullest extent, the funds that would be deployed by theCompany for the purpose of Buy Back would be Rs. 9,62,43,300 lakhs (Rupees nine crores sixty twolakhs forty three thousand and three hundred only). The Buy Back will be financed from the free reservesand /or cash balances and /or internal accruals of the Company.

As the Buy Back is funded through funds available with the Company as per the details given above, therewill not be any cost of financing the Buy Back other than the cost of implementation of the Buy Back offer.

The funds for the Buyback will be available from the current surplus and / or cash balances and / orinternal accruals /operating cash inflows of the Company. The cost of financing the Buyback wouldtherefore be only a notional loss of income that the funds used for Buyback would have earned had theybeen deployed in the ordinary course of the Company’s business. Post Buy Back, the Management doesnot forsee any impact on the financials and profitability of the Company. Though the Company does notpropose raising of debt for effecting the Buy back, it may however continue to borrow funds in the ordinarycourse of its business.

13. DETAILS OF THE ESCROW ACCOUNT AND THE AMOUNT DEPOSITED THEREIN AND THE FINANCIALARRANGEMENT

The maximum consideration payable by the Company under this Buy Back offer, assuming response tothe Buy Back Offer to the fullest extent, is Rs. 9,62,43,300 (Rupees nine crores sixty two lakhs forty threethousand three hundred only).

The Company, as and by way of security for performance of its obligations under the Buy Back Regulations,has opened an escrow account with HDFC Bank Limited (“Escrow Banker”) under the name and style of“Amrutanjan Health Care Limited Buy Back Offer - 2011 Escrow Account” bearing No. 00030350013995(“Escrow Account”) in terms of Regulation 10 of the Buy Back Regulations. An escrow agreement datedMay 19, 2011 has been executed between the Company, the Manager to the Offer and the Escrow Bankerdefining the duties and responsibilities of the parties to the escrow agreement.

11

The Company has deposited a sum of Rs. 1,00,00,000 (Rupees one crore only) in the Escrow Account,representing 10.39% of the Offer Size. The Company has confirmed that the funds lying in the EscrowAccount will be utilized exclusively for the purpose of this Buy Back offer. The Company has authorized theManager to the Offer to operate the Escrow Account in terms of and in compliance with Regulation 10(4)of the Buy Back Regulations.

Further, the Company has also provided acceptable securities (1,000 India Infrastructure FinanceCompany Limited 6.85% Bonds of face value Rs. 1,00,000 each [Maturity date: January 22, 2014]) withappropriate margin pledged in favor of Manager to the Offer in accordance with Regulation 10(3)(c) of theBuy Back Regulations for an approximate market value of Rs. 988.70 lakhs (Rupees Nine crores eightyeight lakhs seventy thousand only) (Approximate quoted value as on May 20, 2011). Such securities arein dematerialized form and have been pledged with the Manager to the Buy Back with powers delegatedto the Manager to the Buy Back to realize the value of securities in accordance with the Buy Back Regulations.The pledge of securities has been confirmed in favor of the Manager to the Offer vide pledge order no.10000000001022 dated May 21, 2011.

The company will, immediately after the date of closure of this Buy Back offer, open a special account withHDFC Bank Limited and deposit therein such sum as would together with 90% of the amount lying in theEscrow Account make up the entire sum due and payable as consideration for the Buy Back. The Companymay transfer the funds from the Escrow Account to the special account in accordance with the provisionsof Regulation 11 of the Buy Back Regulations.

Mr. N. Srinivasan, Partner of P.S. Subramania Iyer & Co., (Membership No. 200330), Chartered Accountantsand the Statutory Auditors of the Company, having office at New No. 103, (Old No. 57/2), P.S. SivasamySalai, (Sullivan Garden Road), Mylapore, Chennai - 600 004, vide letter dated May 06, 2011 certified,based on the audited balance sheet as at March 31, 2010 and other facts and documents, that theCompany has paid up equity share capital and free reserves aggregating to Rs. 9,624.34 Lakhs as onMarch 31, 2010. They have also certified, vide certificate dated May 21, 2011, that the company hassufficient liquidity for fulfilling the financial obligations under the proposed Buy Back offer and thereforehas adequate financial resources to finance the Buy Back of upto 1,06,937 Equity Shares under this BuyBack Offer.

The Manager to the Buy Back Offer, having regard to the above, confirms that firm arrangements forfulfilling the obligations under the Buy Back i.e., funds and money for payment through verifiable meansare in place. Manager to the Buy Back offer is satisfied that the Company has adequate resources tomeet the financial requirements of the Buy Back offer and the ability to implement the Buy Back offer inaccordance with the Buy Back Regulations.

14. CAPITAL STRUCTURE AND SHAREHOLDING PATTERN

(a) As on the date of this Letter of Offer, the Share Capital Structure of the Company is as follows:

ParticularsAuthorised Capital50,00,000 Equity Shares of Rs. 10/- eachIssued, Subscribed and Paid Up Capital30,30,000 Equity Shares of Rs. 10/- each

Amount (in Rs.)

5,00,00,000

3,03,00,000

12

(b) Assuming full acceptance in the Buyback, the Share Capital Structure of the Company post Buybackwould be as follows:

ParticularsAuthorised Capital50,00,000 Equity Shares of Rs. 10/- eachIssued, Subscribed and Paid Up Capital29,23,063 Equity Shares of Rs. 10/- each

Amount (in Rs.)

5,00,00,000

2,92,30,630

(c) The Company’s Equity Shares are fully paid-up and there are no partly paid-up Equity Shares withcalls-in-arrears. Further, there are no outstanding compulsory or optionally convertible securities.

(d) Further as on the date, there is no pending scheme of amalgamation or compromise or arrangementpursuant to any provisions of the Act.

(e) The pre and post buy back shareholding pattern of the Company is as follows:

Category of Shareholders

Promoters ShareholdingIndianForeignSub total (A)Public ShareholdingInstitutionsMutual Funds / UTIFinancial Institutions / BanksVenture Capital FundsForeign Institutional InvestorNon InstitutionsBodies CorporateIndividualsOthersSub total (B)Grand total (A)+(B)

No. of Shares

14,72,792-

14,72,792

4003,196

-1,500

2,15,10512,46,345

90,66215,57,20830,30,000

% Holding

48.61-

48.61

0.010.11

-0.05

7.1041.13

2.9951.39

100.00

No. of Shares

14,72,792-

14,72,792

14,50,271

14,50,27129,23,063

% Holding

50.39-

50.39

49.61

49.61100.00

Present Shareholding Pattern Post Buy-Back Shareholding Pattern *

* Assuming response to the Buy Back Offer to the fullest extent. However, the actual shareholding patternpost Buyback would depend upon the actual number of Equity shares bought back.

(f) The company has 14,816 shareholders as on May 13, 2011.

(g) The Company shall not issue any Equity Shares including by way of bonus or convert any outstandinginstruments or ESOPs or otherwise into Equity Shares or re-issue forfeited Shares till the date ofclosure of the Buy-Back offer.

(h) As per the provisions of section 77A(8) of the Act, the Company will not be allowed to issue freshEquity Shares for a period of 6 months or such other period after the completion of the Buy-back asmay be amended by any statutory modification(s) or re-enactment of the Act or Buy-back Regulationsfor the time being in force. However, this restriction would not apply to issuance of bonus shares orshares issued in the discharge of subsisting obligations such as conversion of warrants, stockoption schemes, sweat equity or conversion of preference shares or debentures into Equity Shares.

13

(i) The aggregate shareholding of the Promoters, Promoter Group and Persons who are in control of theCompany is 14,72,792 Equity Shares of face value Rs. 10 each representing 48.61% of the existingequity paid up equity share capital of the Company. Assuming response to the Buy Back to the fullestextent, the aggregate shareholding of the Promoters/Promoter Group and Persons who are in controlof the Company, post Buy Back will increase to 50.39% of the post Buy Back equity share capital of theCompany.

(j) The aggregate number of shares purchased or sold by Promoter Group during the period of 12months preceding the date of this announcement; the maximum and minimum price at whichpurchases and sales referred to above were made along with the relevant dates are as under:

Name of the Promoter

Mrs. Rajeshwari S

Ramalingam Ganti,Trustee, AmruthaDharma Nidhi

No. ofShares

Pur-chased27,885

6,495

MaximumPurchasePrice (Rs.)

699.90

699.90

Date ofMaximumPurchase

Price30/08/2010

27/08/2010

MinimumPurchasePrice (Rs.)

563.65

597.00

Date ofMinimumPurchase

Price11/02/2011

25/05/2010

AveragePurchasePrice (Rs.)

631.78

648.45

Date ofPurchase

May 21, 2010to February 11,

2011May 24, 2010to November

26, 2010

Other than above, none of the promoters and persons in control of the Company have purchased or soldany Shares during the period of 12 months preceding the date of this Public Announcement and from thedate of Public Announcement till this Letter of Offer.

15. BRIEF INFORMATION ABOUT THE COMPANY

AMRUTANJAN was started by Desoddharaka Sri Kasinadhuni Nageswara Rao Panthulu Garu in theyear, 1893 as a proprietary concern. The business was acquired as a going concern by a companyincorporated on September 9, 1936 under the Indian Companies Act, 1913 under the name & styleAmrutanjan Limited and functioned with its Registered Office at Thambu Chetty Street, Madras. Thename of the company was changed to Amrutanjan Health Care Limited on November 5, 2007 and a freshcertificate of incorporation was obtained from Registrar of Companies, Chennai, Tamil Nadu. At present,the Registered Office of the Company is situated at No.103 (Old NO.42-45), Luz Church Road, Mylapore,Chennai - 600 004.

The Company is primarily engaged in the business of Healthcare both manufacturing and marketing ofits products. The prime product of the Company is “Amrutanjan Pain Balm”. Apart from this the Companyhas wide range of pharmaceutical products from pain balm to corncaps which are sold in India. TheCompany has two manufacturing units, one at Mylapore, Chennai and the other at Uppal, Hyderabad.The Company has a wide and well established distribution channels through pharma distributors,consumer product stockists and super stockists, which helps it to cater to the needs of its customerspromptly and effectively.

The Company has transferred / sold the Pharmaessence Chemistry Services Division to a newly formedwholly owned subsidiary company. This would enable the Company to further strengthen and develop itscore business and also to give the necessary impetus and unalloyed attention to the said Pharmaessensebusiness. Further, the Company has acquired the business, along with the assets and brand ‘Fruitnik’,of ‘Siva’s Soft Drink Private Limited,’ for a total consideration of Rs. 26.20 crores during March, 2011.

14

The authorized equity share capital of the Company is Rs. 5,00,00,000 comprising of 50,00,000 equityshares of Rs. 10 each. The paid up capital of the Company as on the date of this Letter of Offer isRs.3,03,00,000 comprising 30,30,000 equity shares of Rs. 10 each.

The equity shares of the Company are listed on Madras Stock Exchange Limited and are permitted to betraded under the Indonext Trading Platform (‘S’ Group) on Bombay Stock Exchange Limited (“BSE”). Theshares are also traded on National Stock Exchange of India Limited (“NSE”).

On March 22, 2010, the Company had obtained approval from the shareholders of the Company throughpostal ballot for buy back of its equity shares from the existing shareholders at a price not exceeding Rs.550 for an amount not exceeding 25% of the paid up equity share capital and free reserves as on March31, 2009. However the Board of Directors of the in their meeting held on July 14, 2010 resolved towithdraw the Buy back offer of equity shares in the view of the fact that the market prices of the equityshares have increased beyond the buy back offer price of Rs. 550, then decided by the shareholders.

(a) The share capital history of the Company is as follows:

Date of Allotment /Period of Buy Back

September 18, 1936September 18, 1936October 12, 1971March 31, 1976July 17, 1976

August 27, 1976

June 08, 1979November 25, 1982May 14, 1986October 22, 1988January 30, 1993December 12, 2001Year 2008-09

Year 2009-10

No. ofEquity

Shares

2,000500

5,0007,5003,000

1,80,000

60,0001,20,0002,40,0006,00,0004,00,000

16,00,000(98,340)

(71,660)

CumulativeNo. ofEquity

Shares2,0002,5007,500

15,00018,000

1,80,000

2,40,0003,60,0006,00,000

12,00,00016,00,00032,00,00031,01,660

30,30,000

FaceValue

100100100100100

10

10101010101010

10

Issue Price

100100NilNil

100

Nil

NilNilNilNilNilNil

347.39

405.19

CumulativePaid upCapital

2,00,0002,50,0007,50,000

15,00,00018,00,000

18,00,000

24,00,00036,00,00060,00,000

1,20,00,0001,60,00,0003,20,00,0003,10,16,600

3,03,00,000

Nature of allotment

IncorporationAllotment made to PromotersBonus shares in the ratio 2:1Bonus shares in the ratio 1:1Conversion of 3000 7-1/2% Tax-free Cummulative Preferenceshares into Equity SharesSub-division of face value ofRs.100 into Rs. 10Bonus shares in the ratio 1:3Bonus shares in the ratio 1:2Bonus shares in the ratio 2:3Bonus shares in the ratio 1:1Bonus shares in the ratio 1:3Bonus shares in the ratio 1:1Bought back through OpenMarket through StockExchange routeBought back through OpenMarket through StockExchange route

15

(b) The details of the Board of Directors of the Company are as follows:Name & DesignationMr. Sambhu Prasad SivalenkaManaging DirectorDIN: 00015729

Mr. Seetharama Rao DigavalliDirectorDIN: 00022031Dr. Pasumarthi Sathya Narayana MurthiDirectorDIN: 00051303Dr. Hanahalli Bhandimat Narayan ShettyDirectorDIN: 00015465

Mr. Anavangot Satish KumarDirectorDIN: 00087283

Date of appointmentJanuary 22, 1999

June 27, 1991

August 05, 1989

July 31, 2003

June 25, 2009

Other Directorships• Holistic Beauty Care Limited• Amruta Consumer Care Limited• Amrutanjan Pharmaessense Private Limited·• Siva’s Soft Drink Private Limited

NIL

• Holistic Beauty Care Limited

• Amruta Consumer Care Limited• Amrutanjan Pharmaessense Private Limited• Siva’s Soft Drink Private Limited• Henkel India Limited• Henkel Marketing India Limited• Royal Soft Services Limited• First Leasing Company of India Limited• Amruta Consumer Care Limited

(c) Changes in the Board of Directors in the past 3 years are as follows: There has been no change inBoard of Directors in last 3 years preceding the date of this Letter of Offer, except the following:

NameMr. Ranganathan VijayaraghavanMr. Naranammalpuram Veeraraghavan NelliappanMr. Anavangot Satish Kumar

Date of Appointment--

June 25, 2009

Date of CessationJuly 17, 2008May 08, 2009

-

ReasonsResignationResignation

Appointed to broadbase the Board

The Buy Back will not result in change in control or otherwise affect the existing management structure ofthe Company.

Apart from increase in the shareholding of the Promoters upto a maximum of 1.78% of the equity sharecapital of the Company and general improvement in the financial ratios of the Company consequent toBuy Back, there are no benefits to directors / Promoters / persons in control of the Company on account ofpresent Buy Back by the Company.

16. FINANCIAL INFORMATION ABOUT THE COMPANY

The brief Audited standalone financial information of the Company for the last three financial years endedMarch 31, 2010, 2009 and 2008 and Unaudited standalone financial information for the financial yearended March 31, 2011 is provided below.

16

Particulars

Net SalesOther IncomeTotal IncomeProfit Before TaxNet Profit after Tax (after extraordinary and prior period items)Equity Dividend (in Rs. per share)Paid Up Equity Share CapitalReserves & SurplusNet Worth (Refer Note 1)

Year ended March 31,

2011 2010 2009 200810,341.03 8,976.97 9,066.04 7,454.91

449.73 605.18 695.57 39.7610,790.76 9,582.15 9,761.61 7,494.671,569.54 1,926.48 1,868.03 994.37

945.54 1,180.99 9,285.95 498.955.00* 15.00 17.00 7.00

303.00 303.00 310.17 320.0010,206.63 9,438.34 9,072.28 2,225.2710,509.63 9,741.34 9,382.45 2,545.27

(In Rs. lakhs)

* Interim Dividend for the financial year 2010-11

Year ended March 31,

2011 2010 2009 2008

Basic Earnings per Share (Rs.) (Refer Note 2) 31.21 38.90 291.98 15.59Diluted Earnings per Share (Rs.) (Refer Note 2) 31.21 38.90 291.98 15.59Book value per Share (Rs.) (Refer Note 3 ) 346.85 321.50 302.50 79.54Return on Net Worth (Refer Note 4) 9.00% 12.12% 98.97% 19.60%Debt-Equity Ratio (Refer Note 5) 0.26 0.01 0.002 0.33

Particulars

Note Ratio/Term Formula

1 Net Worth Share Capital + Free Reserves (excluding revaluation reserves) 2 Basic and Diluted Earnings Net Profit attributable to equity shareholders / Total weighted

per Share (Rs.) average no. of Shares outstanding during the year 3 Book value per Share (Rs.) (Paid up equity Share Capital + Reserves & Surplus -

Miscellaneous Expenditure) / Total no. of Shares outstandingat the end of year

4 Return on Net Worth Net Profit After Tax / Net Worth 5 Debt - Equity Ratio Loan funds / Net Worth

17. STOCK MARKET DATA

The Equity Shares of the Company were initially listed on Madras Stock Exchange Limited (MSE). Laterthe Company received permission for commencement of trading of its equity shares under IndonextTrading Platform (‘S’ Group) on the Bombay Stock Exchange Limited w.e.f. January 7, 2005. The equityshares of our Company are also traded on National Stock Exchange of India Limited w.e.f. from November5, 2009. (Scrip Code No. 590006 for BSE and AMRUTANJAN for NSE). The equity shares of the Companyare traded on the exchange(s) in Normal Market Segment - Compulsory Demat (Rolling Settlement).

The high, low and average market prices since listing and the monthly high, low and average marketprices for the six months preceding this Letter of Offer and the corresponding volumes on BSE, NSE andMSE, where the Shares of the Company are traded are as follows:

17

Year 2008 606.00 01/01/2008 858 235.00 24/03/2008 13,481 345.12 5,44,879 1,880.51Year 2009 601.00 17/09/2009 41,408 300.00 19/05/2009 7,270 460.21 11,46,019 5274.05Year 2010 1,345.00 06/04/2010 5,86,940 459.05 06/01/2010 2,260 869.74 94,02,133 81,774.17Dec. 2010 780.00 14/12/2010 94,947 553.60 10/12/2010 5,386 729.19 7,89,480 5,756.84January 2011 764.00 04/11/2011 42,982 586.10 31/01/2011 10,311 706.54 2,10,156 1,484.83February 2011 664.00 04/02/2011 54,500 557.80 25/02/2011 2,917 617.42 1,78,019 1,099.13March 2011 720.00 22/03/2011 8,383 571.60 01/03/2011 1,767 675.42 12,09,503 8,169.20April 2011 831.90 29/04/2011 5,38,198 622.00 01/04/2011 12,709 765.08 28,42,516 21,747.51May 2011 817.00 03/05/2011 6,44,058 675.00 03/05/2011 6,44,058 758.43 33,85,474 25,676.36June 1 to 24, 807.00 15/06/2011 7,33,454 701.65 22/06/2011 24,878 763.76 15,19,433 11,604.83

2011

Period High Low Weighted Total Total

TradedValue (Rs.Lakhs) inthe Period

QuantityAveragein thePeriod

Price # DatePrice

(Rs.)No. ofsharetraded

DatePrice(Rs.)

No. ofsharetraded

Period High Low Weighted Total TotalTraded

Value (Rs.Lakhs) inthe Period

QuantityAveragein thePeriod

Price # DatePrice

(Rs.)No. ofsharetraded

DatePrice(Rs.)

No. ofsharetraded

# Weighted Average Price (Total Turnover / Total Traded Qty) for all trading days during the aforesaid period

Year 2009 554.00 10/11/2009 1,781 413.00 05/11/2009 107 463.93 58,472 271.27Year 2010 1,340.00 06/04/2010 13,03,897 436.00 11/01/2010 9,892 884.59 1,81,59,588 1,60,638.14Dec. 2010 777.00 29/12/2010 4,95,259 518.00 10/12/2010 12,725 724.44 16,43,532 11,906.42January 2011 763.35 04/01/2011 81,659 588.90 31/01/2011 19,879 705.49 4,45,127 3,140.32February 2011 663.95 04/02/2011 97,554 551.20 10/02/2011 6,696 614.98 3,77,664 2,322.54March 2011 716.90 04/03/2011 12,55,667 572.60 01/03/2011 8,700 675.62 25,48,853 17,220.59April 2011 833.40 29/04/2011 10,95,392 620.00 01/04/2011 28,687 768.26 61,16,716 46,992.48May 2011 816.90 03/05/2011 12,14,864 658.00 06/05/2011 2,62,082 760.03 58,78,470 44,678.28June 1 to 24, 807.00 15/06/2011 13,29,477 701.00 14/06/2011 9,958 762.80 27,68,804 21,120.49

2011

# Weighted Average Price (Total Turnover/Total Traded Qty) for all trading days during the aforesaidperiod.

There has been no trading in the equity shares of our Company on Madras Stock Exchange Limited.

The closing market price on the day immediately after the date of the Board Meeting i.e. May 04, 2011 wasRs. 727.75 per share on BSE and Rs. 728.35 per share on NSE and on the day immediately after the dateof Buy Back Committee Meeting i.e. May 09, 2011 was Rs. 788.15 per share on BSE and Rs. 787.65 pershare on NSE. (Source: www.bseindia.com & www.nseindia.com).

18. DETAILS OF STATUTORY APPROVALS

Buy Back of Equity Shares tendered / offered by NRI / FII and payment of consideration thereof will begoverned, as applicable, by the regulations and guidelines issued by the Reserve Bank of India. Onclosure of the Buy Back Offer, depending upon the response from NRI / FII, the Company will makenecessary application to the Reserve Bank of India, for requisite approval, if any, required.

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(Source: www.bseindia.com)

(Source: www.nseindia.com)

As of the date of the Public Announcement, there is no other statutory or regulatory approval required toimplement the offer, other than that indicated above. If any statutory or regulatory approval becomesapplicable, the Buy-back will be subject to such statutory or regulatory approvals. In the event that receiptof the statutory / regulatory approvals are delayed, changes to the proposed timetable, if any, will benotified to shareholders by way of a corrigendum to the Public Announcement in the same Newspaperswhere the Public Announcement was issued.

19. DETAILS OF REGISTRAR TO THE BUY BACK OFFER

The Company has appointed the following as the Registrar to the Buy-back:Name Cameo Corporate Services LimitedAddress ‘Subramanian Building’, V Floor, No.1, Club House Road,

Chennai - 600 002Phone +91 44 2846 0390Fax +91 44 2846 0129Contact Person Ms. K. SreepriyaSEBI Registration No. INR000003753Validity Period April 01, 2008 to March 31, 2011*

*The Registrar has applied for renewal of its Certificate with SEBI on December 31, 2010 (three monthsin advance of the date of expiry of the Certificate) and the application is under process.

20. COLLECTION CENTRES

The Tender Offer Forms can be submitted on any working day during the period of the Offer i.e. fromMonday, July 04, 2011 to Monday, July 18, 2011 (except on Saturdays, Sundays & public holidays) at anyof the collection centres and investor service centers of Registrar to the Offer viz Cameo CorporateServices Limited mentioned below:

PlaceAhmedabad

Bangalore

Chennai

Contact PersonMr. M BalaSubramanian

Mr. A RanjithKumar

Ms. K Sreepriya

AddressCameo CorporateServices Limited,C/o Shree VidhyaConsultancy, No.4,II Floor, PrasiddhiComplex–1,Opp.: Ambedkar Hall,Saraspur,Ahmedabad - 380018.Cameo CorporateServices Limited, No.9,P.C. Pallaya Main Road,Akshay Nagar,Ramamoorthy Nagar,Bangalore - 560016.Cameo CorporateServices Limited,Subramanian Building, Vfloor, No. 1, Club HouseRoad, Chennai - 600002.

Telephone/email/fax079-22920024bhavani0811@gmail.com

080-42097498ranjith@cameoindia.com

044-2846 0390/ 1989investor@cameoindia.com044-2846 0129(Telefax)

ModeHanddelivery

Handdelivery

Post andHanddelivery

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Coimbatore

Ernakulam

Hyderabad

Madurai

Mumbai

Mr. Senthil / Mr. Vadivel

Mr. Anand / Mr. Vijesh

Mr. Suryanarayanan /Mr. Gopi

Mr. Balamurugan S

Mr. Ashish Binsale

Cameo CorporateServices Limited, 10/10A, MettupalayamRoad,Cheran Nagar,Coimbatore - 641029.Cameo CorporateServices Limited,Easwar Building I & IIFloor, 41/1438 BKrishnaswamy Road,Ernakulam - 35Cameo Corporateservices Limited, PlotNo. 21-22, Moti Valley,Goel CorporateHousing Society,Thirumal Giri,Secunderabad -500015.Cameo CorporateServices Limited,No.1372, T.N.H.B. MainRoad,MelaAnuppanadi,Madurai - 625009.Cameo CorporateServices Limited, 304,Sai Sadan, 76-78Mody Street, Fort,Mumbai - 400001.

0422-6455603 / 610senthil.kumar@cameoindia.com

0484-3926026anandn@cameoindia.com

07386127130Surya.narayanan@cameoindia.com

0452-6455144bala@cameoindia.com

022-2264 4325 / 2979ashish@cameoindia.com022-2264 4325

Handdelivery

Handdelivery

Handdelivery

Handdelivery

Handdelivery

Note: Equity Shareholders may also send the Tender Offer Form by registered post acknowledgementdue to Registrar to Offer i.e. Cameo Corporate Services Limited, by superscribing the envelope as“Amrutanjan Health Care Limited Buy Back Offer 2011” to the collection center at Chennai. The TenderOffer Form should reach the Registrar to the Offer before 5:00 p.m. on Monday, July 18, 2011, failingwhich the same will be rejected.

Responses / share certificates should not be sent to the Manager to the Buy Back offer or to theCompany.

21. PROCESS AND METHODOLOGY FOR BUY-BACK PROGRAMME

The Buy-Back is open to all equity shareholders / beneficial owners of the fully paid-up Equity Shares ofthe Company holding shares either in physical and / or electronic form. However, the Company shall notBuy-Back the shares from the Promoter, Promoter Group and persons in control of the Company, thelocked-in Shares or non-transferable Shares or other specified securities till the pendency of the lock-inor till the Shares or other specified securities become transferable. As on date no equity shares of theCompany are under lock-in.

The Company proposes to Buy Back upto 1,06,937 fully paid up Equity Shares of Rs. 10 each at a priceof Rs. 900 per Equity Share through Tender Offer method on a proportionate basis from the existing

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equity shareholders of the Company other than Promoters, Promoter Group and Persons in control of theCompany.

The Letter of Offer and the Tender Offer Form will be sent to the Equity shareholders of the Companywhose names appear on the Register of Members of the Company or who are the beneficial owners ofthe Equity Shares of the Company as per the records of NSDL / CDSL as on the Specified Date, i.e. June17, 2011.

Equity Shareholders may submit the Tender Offer Form to the Registrar to the Offer along with the sharecertificates in original, if the Equity Shares are held in physical form and other relevant documents asspecified in the Letter of Offer. Where the Tender Offer Forms are signed by the Power of Attorney holder(s)under Power of Attorney or by the Authorized Signatory(ies) on behalf of a Company or a Body Corporate,the Power of Attorney holder /signing authority must be previously registered with Company / Registrar &Share Transfer (“R&T”) Agents along with the specimen signatures. The registration serial number ofsuch documents should be mentioned below the signature of the applicant. Where the relevant documentis not so registered, a copy of the same, duly certified by a Notary Public / Gazetted Officer should beenclosed with the Tender Offer Form.

The Company will not accept Equity Shares offered for Buy Back where there exists restraint order of theCourt for transfer /disposal of Equity Shares or where loss of share certificates has been notified to theCompany or where any other restraint subsists.

In case one or more of the joint holders is deceased, the Tender Offer Form must be signed by allsurviving holder(s) and submitted along with a certified or attested true copy of the Death Certificate(s). Ifthe sole shareholder is deceased, the Tender Offer Form must be signed by the legal representatives ofthe deceased and submitted along with the certified or attested true copy of Probate / Letters ofAdministration / Succession Certificate and all other relevant documentation while tendering their EquityShares for the Buy Back.

In the event the aggregate number of Equity Shares offered by the Shareholders is more than the totalnumber of Equity shares to be bought back by the Company, the acceptance per Equity Shareholder willbe made in accordance with the Buy Back regulations on proportionate basis. In case the aggregatenumber of Equity Shares offered by the Shareholders is less than the total number of Equity shares to bebought back by the Company, the Company shall accept all shares tendered under the offer subject toverification of shares.

The Company will pay the consideration to the shareholders including NRIs in respect of the EquityShares bought back within 7 days of acceptance, in accordance with the Buy Back Regulations.

The payment of consideration for accepted applications / Equity Shares shall be made by the Companyto the sole / first shareholder, the details of which are recorded with the Company / Depository Participant.Payment shall be made through National Electronic Clearing System (NECS) or Direct Credit or RealTime Gross Settlement (RTGS) or National Electronic Fund Transfer (NEFT) or Demand Draft or PayOrder payable at par at all the centers where the Company has opened collection centers and the sameshall be drawn in the name of the first named person in case of joint shareholders. In case, payment ofconsideration is made through Demand Draft or Pay Order, the same will be sent by us through registeredpost.

In order to avail NECS, eligible persons holding Equity Shares in physical form are requested to submitthe NECS mandate form duly filled in and signed while submitting the Tender Offer Form if the same hasnot been submitted earlier to the Company / R&T Agents. Eligible persons holding Equity Shares indematerialised mode i.e. electronic form are requested to instruct their respective depository participant

21

regarding bank accounts in which they wish to receive the consideration before the close of the Offer. TheCompany / Registrar to the Offer will not act on any direct request received from eligible persons holdingEquity Shares in electronic form for change / deletion of such bank details.

No single Offeror can tender Shares more than the total number of Shares proposed to be bought backand any Form wherein the number of Shares offered by a shareholder exceeds the total number ofShares to be bought back will be liable to be rejected. Shareholders may offer for Buyback their fullholding or any part of their holding of Shares of the Company, as they desire.

The Company will consider Shares validly tendered for the Buyback by shareholders, for acceptanceunder the Buyback, irrespective of whether the shareholder is registered with the Company as on theSpecified Date or has obtained delivery after the Specified Date or he holds the Shares in street name. Incase the tenderer is an unregistered shareholder, he should submit the transfer deed complete in allrespects, along with the share certificate as specified elsewhere in this announcement.

It is mandatory for the shareholders to indicate the bank account details at the appropriate place(s) in theForm.

Adjustment of fraction holding in case of pro-rata acceptance(a) For any shareholder, if the number of Shares to be accepted for Buyback on a proportionate basis is

not in the multiple of 1 and the fractional acceptance is greater than or equal to 0.50, then the fractionwould be rounded off to the next higher integer.

(b) If the number of Shares of a Shareholder to be accepted for Buyback on a proportionate basis is notin the multiple of 1 and the fractional acceptance is less than 0.50, then the fraction shall be ignored.

(c) In cases where due to above rounding off, accepted number of Shares is zero, at least 1 Share wouldbe accepted.

For Equity Shares held in the dematerialized / electronic form:

The Company has opened a Depository Account under the name and style of “Amrutanjan Health CareLimited Buyback Offer 2011”. The beneficial owners are required to execute an Off Market Trade bytendering the delivery instruction slip for debiting his /her beneficiary account with their depositoryparticipant. A photocopy of the delivery instruction slip or counterfoil of the delivery instruction slip dulyacknowledged by the depository participant shall be attached to the Tender Offer Form while submittingit at the collection centre. The Beneficial Owner may note that the delivery instruction to be given to thedepository participant should be for “Off-Market Trade”. Beneficial owners are requested to ensure thecredit of their shares to the “Amrutanjan Health Care Limited Buyback Offer 2011” on or before the date ofclosure of the Buy Back offer as per the details provided below:

Depository Name National Securities Depository LimitedDP Name Stock Holding Corporation of India LimitedDP ID IN301080Beneficiary Account Number 22795871Beneficiary Account Name Amrutanjan Health Care Limited Buy Back

Offer 2011

Equity Shareholders having their beneficiary account in CDSL will have to use inter depository deliveryinstruction slip for the purpose of transferring their Equity Shares in favor of the Escrow DepositoryAccount.

Please note that the aforementioned account shall be frozen for any further credits at the end of businesshours on the date of closure of the Buy Back offer. Beneficial owners are requested to ensure the credit

22

of their shares to the “Amrutanjan Health Care Limited Buy Back Offer 2011” on or before the date ofclosure of the Buyback offer.

If the Registrar to the Offer does not receive the documents listed above but receives the Equity Sharesin the above mentioned Escrow Depository Account from the Equity Shareholders, then, the Offer will bedeemed to have been accepted by such Equity Shareholders.

In case all the Equity Shares tendered by the concerned Equity Shareholder(s) pursuant to the Buybackoffer are accepted by the Company, the delivery instruction given by the shareholders to their depositoryparticipant will be acted upon and consideration will be paid to the concerned shareholder.

Equity Shares held in dematerialized form to the extent not accepted pursuant to the Buy Back offer will bereturned to the beneficial owners by way of credit to the beneficial owner’s depository account with theirrespective depository participants as per details furnished by the beneficial owners in the Tender OfferForm, under intimation to the first named beneficial owner. In the event there is a mismatch between thedetails provided in the Tender Offer Form and those received electronically from the shareholder’sdepository participant, the details received electronically shall prevail. However, the Equity Shares soreceived which are liable to be rejected will be returned to the account as per the details providedelectronically by the shareholder’s Depository Participant.

In the event, that any Shares have to be returned to the shareholders and if the returned Shares are notcredited to the shareholder’s beneficiary account for any reason whatsoever, the Company shall have theoption to rematerialize the said Shares and keep them in the physical form with the Company in trust forthe shareholders until the Company receives specific directions from the shareholders with regard tothese Shares.

For Equity Shares held in the physical form, by registered shareholders:Registered shareholders holding shares in physical form are required to enclose the original sharecertificate(s) and valid equity share transfer form(s) duly signed by the transferors (by all the EquityShareholders in case the Equity Shares are in joint names, with the names filled up in the same order inwhich they hold Equity Shares in the company) as per the specimen signatures lodged with the Companyand duly witnessed at the appropriate place, while submitting the forms(s).

Shares held in physical form to the extent not accepted pursuant to the Buy Back offer will be returned tothe Equity Shareholders through Registered Post at the shareholder’s sole risk.

For Equity Shares held in the physical form, by persons not registered as shareholders:Unregistered shareholders who wish to tender their Equity Shares in response to the Buy Back offershould send their application on plain paper signed by all the shareholders, stating folio number, name,address, number of shares held, share certificate number, distinctive numbers, number of shares tenderedfor the Buy Back offer and bank account details.

Persons not registered as shareholders are required to enclose, with the Tender Offer Form, (i) theoriginal equity share certificate(s) accompanied by valid share transfer form(s) as received from themarket, wherein the name of the transferee has not been filled in, (ii) the original broker contract note ofa registered broker of a recognized stock exchange in relation to the purchase of the Equity Sharestendered and (iii) in case the equity share certificate(s) and the transfer form(s) are lodged with theCompany / Registrar and Transfer Agent for transfer, the Tender Offer Form shall be accompanied by theacknowledgement of such lodgment with or receipt by the Company of the share certificate(s) and thetransfer form(s). No indemnity is required from persons not registered as shareholders.

23

For Equity Shares held by Non Resident shareholders - Additional documents required:Non Resident shareholders (excluding FIIs) should also enclose a copy of the permission, if any, obtainedfrom RBI at the time of making investment in the Company.

In case the Equity Shares are held on repatriation basis, the Non Resident shareholder should obtainand enclose a letter from its authorized dealer / bank confirming that at the time of acquiring the saidEquity Shares, payment for the same was made by the Non Resident shareholder from the appropriateaccount as specified by RBI in its approval. In case the Non Resident shareholder is not in a position toproduce the said certificate, the Equity Shares would be deemed to have been acquired on non repatriationbasis and in that case the holder shall submit a consent letter addressed to the Company, allowing theCompany to make the payment on non repatriation basis in respect of the valid shares accepted underthe Buyback offer.

If any of the above stated documents, as applicable, are not enclosed along with the Form, the Sharestendered under the Buyback are liable to be rejected.

The buy back of equity shares from Non resident shareholders will be subject to approvals, if any, of theappropriate authorities, as applicable. As per Regulations / Guidelines issued by the Reserve Bank ofIndia, general permission has been accorded to non resident shareholders for transfer of shares bysuch non resident shareholders to an Indian Company, pursuant to buy back scheme of the Company.

Equity Shareholders to note:If any of the above stated documents, as applicable, are not enclosed along with the Tender Offer Form,the Equity Shares tendered under the Buy Back offer are liable to be rejected.

Nothing contained herein will confer any right on the part of any Equity Shareholder to offer or any obligationon part of the Company or the Board of Directors of the Company to buy back any Equity Shares and /orimpair any power of the Company or the Board of Directors of the Company to terminate any process inrelation to the Buy Back offer, if so permissible by law.

All applications and documents related to this Buy Back offer should be submitted to the Registrar to theBuy Back offer, Cameo Corporate Services Limited at any of collection centres as mentioned in para 20.

Equity Shareholders who have obtained delivery of Equity Shares after the specified date (“unregisteredshareholders”) should submit their responses, complete in all respects and with relevant share certificatesat the address mentioned above.

In case of non-receipt of Letter of Offer / Tender Offer Forma) In case the Equity Shares are in dematerialized form:

· Download the same from SEBI website (www.sebi.gov.in) or· Obtain the copy of the same by writing to the Registrar of Offer.· A shareholder may send an application in writing on plain paper stating name, address, number

of shares held, Client ID number, DP Name/ID, beneficiary account number, number of EquityShares tendered for the Buyback, bank account particulars for the payment of Buybackconsideration etc. enclosing a photocopy of the delivery instruction in “offmarket” dulyacknowledged by the DP, in favor of the depository account as mentioned under the heading “Forequity shares held in dematerialized / electronic form” in para 21.

b) In case the Equity Shares are in physical form:· Download the same from SEBI website (www.sebi.gov.in) or· Obtain the copy of the same by writing to the Registrar of Offer.

24

· A registered shareholder may send an application in writing on a plain paper signed by allshareholders stating name, address, folio number, number of Equity Shares held, certificatenumber, number of Equity Shares tendered for the Buyback and the distinctive numbers thereof,bank account particulars for payment consideration, etc. enclosing the original certificate(s) withvalid equity share transfer form(s) duly signed by the transferor and other necessary documents.In the event that the shareholder is unregistered, the application must additionally be accompaniedby the original equity share certificate(s) accompanied by valid share transfer form(s) as receivedfrom the market, (wherein the name of the transferee has not been filled in), and the originalbroker contract note of a registered broker of a recognized stock exchange in relation to thepurchase of the Equity Shares tendered

Non receipt of the Letter of offer, or accidental omission to dispatch the Letter of Offer to any person whois eligible to receive this offer, shall not invalidate the offer in any way.

RESPONSES / SHARE CERTIFICATES SHOULD NOT BE SENT TO THE MANAGER TO THE BUY BACKOFFER OR TO THE COMPANY.

22. WITHDRAWAL

Shareholders desirous of withdrawing from their participation in the Buyback after having submitted theForm can do so up to 3 working days prior to the date of closure of the Buyback i.e. up to Wednesday, July13, 2011. The withdrawal option can only be exercised by submitting the Withdrawal Form (along withenclosures as applicable) so as to reach the Registrar to the Offer at its address Cameo CorporateServices Limited, ‘Subramanian Building’, V Floor, No.1, Club House Road, Chennai - 600 002, either byhand delivery, courier or registered post by 5 pm on Wednesday, July 13, 2011.

Please note that the Withdrawal Forms will not be accepted at other collection centres. In case of withdrawal,Shares tendered by such persons shall be returned only after the closure of the Buyback by the samedate as date for dispatch of share consideration/share certificates/demat instruction.

The Company shall dispatch intimation of acceptance or non-acceptance of the Shares latest by Tuesday,August 02, 2011.

23. NOTE ON TAXATION

Any payment made by a Company on purchase of its own shares from a shareholder in accordance withthe provisions of Section 77A of the Companies Act, 1956 is specifically excluded from the definition ofdeemed dividend as per the provisions of Section 2(22)(iv) of the Income-tax Act, 1961.

We shall deduct tax on the consideration payable to the shareholders as under:(a) As per the provisions of section 196D(2) of Income-tax Act, 1961, no deduction of tax at source shall

be made from any income by way of capital gain arising from transfer of securities referred to insection 115AD payable to a Foreign Institutional Investor as defined in section 115AD of Income TaxAct, 1961.

(b) While tendering their equity shares under the Offer, NRI’s, Overseas Corporate Bodies, and othernon-resident shareholders will be required to submit a No Objection Certificate or Tax clearanceCertificate or Certificate for Deduction of Tax at Lower Rate from the Income-tax authorities under theIncome Tax Act, 1961 indicating the amount of tax to be deducted by Acquirers before remitting theconsideration, falling which Acquirers will arrange to deduct tax at the maximum marginal rate asmay be applicable to the relevant category to which the shareholder belongs on the entireconsideration amount payable to such shareholder.

25

For the purpose of determining as to whether the capital gains are short-term or long-term in nature:1) In the case of physical Shares registered with the Company, the date of registration of the Shares with

the Company shall be taken as the date of acquisition.2) In the case of physical Shares not registered with the Company, the capital gain shall assumed to

be short-term in nature.3) In the case of dematerialized Shares, the date of credit of the Shares to the shareholder demat

account shall be taken as the date of acquisition.4) In case of any ambiguity, incomplete or conflicting information or the information not being available

with the Company regarding the same, the capital gain shall be assumed to be short-term in nature.

In view of the recently inserted section 206AA of the Act, when tax is deductible under the Act and theshareholder does not furnish his Permanent Account Number (PAN) or the PAN provided by him isinvalid, the Company shall deduct tax at the higher of the following three rates:

1. At the rate specified in the relevant provisions of the Act; or2. At the rate or rates in force; or3. At the rate of twenty per cent.

No tax will be deducted at source for resident shareholders in respect of the gross consideration.

If for any reasons, the Tax Department raises a vicarious liability on the Company and seeks to recoverthe tax on the transaction (which is actually tax liability of the shareholder) from the Company, theshareholder agrees to indemnify the Company for the same.

All shareholders are advised to consult their tax advisors for the treatment that may be given by theirrespective assessing officers in their case, and the appropriate course of action that they should take.The Company and the Manager to the Buyback does not accept any responsibility for the accuracy orotherwise of such advice. The aforesaid treatment of tax deduction at source may not necessarily be thetreatment also for filing the return of income.

24. DECLARATION BY THE BOARD OF DIRECTORS

The Board of Directors of the Company confirm that there are no defaults subsisting in repayment ofdeposits, redemption of debentures or preference shares or repayment of term loans to any financialinstitutions or banks.

The Board of Directors of the Company confirms that they have made the necessary and full enquiry intothe affairs and prospects of the Company and has formed the opinion:i. As regards its prospects for the year immediately following the date of Letter of Offer, that having

regard to their intentions with respect to the management of the Company’s business during thatyear and to the amount and character of the financial resources which will in their view, be availableto the Company during that year, the Company will be able to meet its liabilities as and when they falldue and will not be rendered insolvent within a period of one year from that date; and

ii. That in forming their opinion for the above purposes, the Board has taken into account the liabilitiesas if the Company were being wound up under the provisions of the Companies Act, 1956 (includingprospective and contingent liabilities).

This declaration is made and issued under the authority of the Board of Directors of the Company interms of the resolution passed at the meeting held on May 03, 2011.

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25. AUDITORS REPORT

The text of the Report dated 6th May, 2011 received from M/s. P.S. Subramania Iyer & Co., CharteredAccountants and the Statutory Auditors of the Company, having office at No.103 (Old No.57/2), P.S. SivasamySalai, Mylapore, Chennai 600 004, represented by its Partner, Mr. N. Srinivasan, (Membership No. 200330),addressed to the Board of Directors is reproduced below:

“In connection with the proposed Buy-back of equity shares approved by the Board of Directors ofAmrutanjan Health Care Limited (“the Company”) at its meeting held on May 3, 2011 and Buy-backCommittee Meeting held on May 6, 2011 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:

i. We have inquired into the state of affairs of the company in relation to its audited accounts for theyear ended March 31, 2010;

ii. In our opinion, the amount of permissible capital payment towards Buy-back of equity shares(including premium) in question, as ascertained below, has been properly determined inaccordance with section 77A of the Companies Act, 1956 (“the Act”).

303.00

9321.349624.34

962.43

(Rs. in Lakhs)

Share Capital as on March 31, 2010(30,30,000 Equity shares of Rs. 10/- each fully paid –up)Free Reserves as on March 31, 2010TotalMaximum amount permissible for buy-back through resolution authorizedby the Board i.e. 10% of the total paid-up equity share capital and free reserves

iii. The Board of Directors in the meeting held on May 3, 2011 and Buy-back Committee at its meetingheld on May 6, 2011 formed the opinion, as specified in Clause (x) of Schedule 1 of SEBI (Buy-back of Securities) Regulations, 1998 on reasonable grounds and, nothing has come to ournotice to believe, that the Company, having regard to its state of affairs, would be renderedinsolvent within a period of one year from that date.

iv. Based on the representation made by the Company and other information and explanations givento us, which to the best of our knowledge and belief were necessary for this purpose, we are notaware of anything to indicate that the aforementioned opinion expressed by the Board of Directorsis unreasonable in the present circumstances.

v. We are not aware of anything to indicate that the opinion expressed by the directors in theirdeclaration dated May 3, 2011 as to any of the matters mentioned in the said declaration isunreasonable.”

26. COMPLIANCE OFFICER AND INVESTOR SERVICE CENTRE

Compliance Officer

Ms. Hema Pasupatheeswaran,Company Secretary & AGM LegalAmrutanjan Health Care Limited103 (Old No. 42-45, Luz Church Road,Mylapore, Chennai - 600 004Tel: +91 44 2499 4164 / 4465 / 4366Fax: +91 44 2499 4585Email: investors@amrutanjan.com

Investor Service Centre

CAMEO Corporate Services LimitedSEBI Regn. No.: INR000003753‘Subramanian Building’,No.1, Club House Road,Chennai - 600 002Tel: +91 44 2846 0390Fax: +91 44 2846 0129Email.: investor@cameoindia.comMs. K. Sreepriya

27

Investor may contact the Compliance Officer or Investor Service Centre for any clarification or to addresstheir grievances, if any, during 10.00 a.m. to 5.00 p.m. on all working days except holidays.

27. DOCUMENTS FOR INSPECTION

Copies of the following documents will be available for inspection at the Registered Office of the companyat: No. 103 (Old No.42-45), Luz Church Road, Mylapore, Chennai - 600 004 between 10:00 a.m. and 5:00p.m. on all working days (Monday to Friday) during the offer period:

1. Certificate of Incorporation of the Company2. Memorandum and Articles of Association of the Company.3. Annual report of the Company for the financial years 2010, 2009 and 2008 and unaudited results

for the year ended on March 31, 2011.4. Copy of resolution passed by the Board of Directors at their meeting held on May 3, 2011 and Buy

Back Committee at their meeting held on May 06, 2011.5. Copy of Public Notice published in the newspapers on May 08, 2011 regarding buy-back of

equity shares (The editions in which the Public Notice was not published on May 08, 2011(Sunday) were published on Monday, May 09, 2011).

6. Copy of report dated May 06, 2011 received from M/s. P.S. Subramania Iyer & Co., CharteredAccountants and Statutory Auditors of the company, in terms of the Buy-Back Regulations.

7. Copy of Memorandum of Understanding dated May 18, 2011 between SPA Merchant BankersLimited, Manager to the Buy-Back Offer and the Company.

8. Copy of Escrow Agreement dated May 19, 2011 between the Company, Manager to the BuybackOffer and HDFC Bank Limited.

9. Confirmation Letter by Escrow Bankers dated May 21, 2011 for deposit of Escrow Amount10. Copy of Pledge Master Report confirming creation of pledge on 1,000 India Infrastructure Finance

Company Limited 6.85% Bonds of face value Rs. 1,00,000 each [Maturity date: January 22,2014] in favor of SPA Merchant Bankers Limited vide pledge order no. 10000000001022 datedMay 21, 2011.

11. Copy of Declaration of solvency and an affidavit verifying the same as per Form 4A of theCompanies (Central Governments) General Rules and Forms, 1956.

12. Copy of Public Announcement and Corrigendum to Public Announcement published in thenewspapers on May 23, 2011 and May 24, 2011 regarding buy-back of equity shares.

13. SEBI letter no. CFD/DCR/SG/OW/19039/11 dated June 14, 2011.

28. DIRECTORS RESPONSIBILITY STATEMENT

As per Regulations 19(1)(a) of the Buy-Back Regulations, the Board of Directors of the Company acceptsresponsibility for the information contained in this Letter of Offer.

For and on behalf of the Board of Directors ofAmrutanjan Health Care Limited (sd/-) (sd/-) (sd/-)S. Sambhu Prasad Dr. H. B. N. Shetty Hema PasupatheeswaranManaging Director Director Company Secretary & AGM - Legal

Place: ChennaiDate: June 28, 2011

28

FORM OF ACCEPTANCE(FOR SHAREHOLDERS HOLDING SHARES IN PHYSICAL FORM)

BUY BACK OFFER OPENS ON July 4, 2011 (Monday)

LAST DATE OF WITHDRAWAL July 13, 2011 (Wednesday)

BUY BACK OFFER CLOSES ON July 18, 2011 (Monday)

For Collection Centre Use

Centre Code Inward No. Date Stamp

Status: Please tick ( )

Individual Foreign Institutional Investor

Foreign Company Non Resident Indian

Body Corporate Bank / Financial Institution

Date:_____

ToBoard of DirectorsAmrutanjan Health Care LimitedInvestor Service Centre: Amrutanjan Health Care Buy Back Offer 2011CAMEO Corporate Services Limited‘Subramanian Building’,No.1, Club House Road,Chennai - 600 002

Dear Sirs,

Ref: Letter of Offer dated June 28, 2011 to buyback 1,06,937 equity shares of Amrutanjan HealthCare Limited (“Company”) at a price of Rs. 900/- per share (“Buyback”)

1. I/We having read and understood the Letter of Offer dated June 28, 2011, hereby tender my/our sharesin response to the Buyback on the terms and conditions set out below and in the Letter of Offer.

2. I/We authorize the Company to buyback the shares offered and as a consequence to extinguish theshare certificates.

3. I/We hereby warrant that the shares comprised in this tender are offered for Buyback by me/us freefrom all liens, equitable interest, charges and encumbrance.

4. I/We declare that there are no restraints/injunctions or other order of any nature which limits/restrictsin any manner my/our right to tender shares for Buyback and that I/we am/are legally entitled totender the shares for the Buyback.

5. I/We agree that the Company is not obliged to accept any shares offered for Buyback where loss ofshare certificates has been notified to the Company.

6. I/We agree that the Company will pay the Buyback Price only after due verification of the validity of thedocuments and signatures and that the consideration maybe paid to the first named shareholder.

7. I/We undertake to return to the Company any Buyback consideration that maybe wrongfully receivedby me/us.

29

8. I /We undertake to execute any further documents and give any further assurances that mayberequired or expedient to give effect to my/our tender offer and agree to abide by any decision thatmaybe taken by the Company to effect the Buyback in accordance with the Act and the SEBI BuybackRegulations.

9. I/We authorize the Company to split the share certificate and issue new consolidated certificate for theunaccepted shares in case the shares accepted by the Company are less than the shares tenderedin the buyback due to over subscription.

11. Details of share certificate(s) and Transfer Deed(s) duly signed and enclosed:

Total No. of Certificates submitted

In case the number of folios and share certificate enclosed exceed 3 nos., please attach a separate

sheet giving details in the same format as above.

12. Details of other Documents (please tick appropriately), if any, enclosed:

Corporate Authorisations NECS Mandate Form

Death Certificate Permanent Account Number

Succession Certificate Any Other, please specify…………………….

Power of Attorney

13. Tax Certification (NRIs/OCBs/FIIs/Non-Resident Shareholders only)

10. Details of shares held and offered for Buyback:

In Figures In Words

Number of shares held

Number of shares offered for Buyback

If you are a NRI, FII or a non-resident shareholder, you should certify whether the Shares held by youare held on investment/capital account or on trade account.

Please refer to the Letter of Offer regarding tax to be deducted at source. Shareholders are alsoadvised to consult their tax advisors for the treatment that may be given by their respective assessingofficers in their case, and the appropriate course of action that they should take.

I/We certify that the Shares referred to in clause 10 of this Form of Acceptance cum Acknowledgmentare held:

on investment/capital account on trade account/to be taxed as Business Profits

Sr. No. Folio No. Share Certificate No. Distinctive No. (s) No. of Shares

From To

1

2

3

Total

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14. Details of Bank Account of the Sole/First shareholder to be incorporated in the considerationwarrant (mandatory to fill the same)

Name of the Branch and City Account Type of IFSC Code MICR CodeBank Number Account

16. In order to avail National Electronic Clearing Service (“NECS”) for receipt of consideration, theattached NECS mandate form needs to be duly filled in and signed by the Sole/First Shareholderand submitted with the Form before the close of the Offer if the same has not been submitted earlierto the Company/ Registrar & Share Transfer Agents.

I/We certify that the tax deduction on the Shares referred to in clause 10 of this Form of Acceptance

cum Acknowledgment is to be deducted on account of:

Short term capital gains Long term capital gains Business Profits

Order from Income-tax authorities enclosed specifying (if applicable):

Non deduction of tax at source Deduction at lower rate

Applicable only for FII shareholders:

The FII hereby undertakes that: (a) it has a valid tax residency certificate; (b) it does not havea permanent establishment in India; and (c) the amount received by it as a part of the Offerconstitutes capital gains and does not constitute business income for it and that similar gains(if any) have been taxed as capital gains by the tax authorities in India in the past (Note: Pleaseenclose a certificate of tax residency from the appropriate authority of the relevant countryand all such other relevant documents).

The FII hereby undertakes to indemnity the Company against any and all direct losses, includingreasonable costs and expenses incurred in respect thereof, arising out of or in connectionwith any vicarious liability on the Company raised by the tax department for any tax recoverablefrom the FII in relation to the consideration paid by the Company to the FII in the Buyback

Applicable only for non-residents other than FIIs:

The shareholder hereby undertakes that the Double Taxation Avoidance Agreement betweenIndia and _______________ [please insert the applicable jurisdiction] is applicable to it (Note:Please enclose a certificate of tax residency from the appropriate authority of the relevantcountry and all such other relevant documents)

The shareholder hereby undertakes to indemnity the Company against any and all directlosses, including reasonable costs and expenses incurred in respect thereof, arising out ofor in connection with any vicarious liability on the Company raised by the tax department forany tax recoverable from the shareholder in relation to the consideration paid by the Companyto such shareholder in the Buyback

15. Details of Permanent Account No. (PAN)

First / Sole Shareholder Second Joint Shareholder Third Joint Shareholder PAN

31

Tear Here

Instructions:1. This Offer will open on July 4, 2011 and close on July 18, 2011.2. This Form has to be read along with the Letter of Offer and is subject to the terms and conditions mentioned in

the Letter of Offer and this Form.3. Shareholders who wish to tender their shares in response to this Buyback should deliver the following

documents so as to reach at the respective Collection Centres as mentioned in the Letter of Offer on or before5 pm on July 18, 2011. Shareholders residing at locations where there are no collection centers, should sendtheir response to the Registrar to the Buyback, CAMEO Corporate Services Limited at the address mentionedbelow.

a) The relevant Form duly filled in and signed (by all shareholders in case shares are in jointnames) in the same order in which they hold shares

b) Original share certificatesc) Transfer Deed duly signed

4. Shareholders should also provide all relevant documents in addition to the above documents. Such documentsmay include (but not limited to):

a) Duly attested Power of Attorney, if any person other than the shareholder has signed the relevant Formb) Duly attested death certificate/succession certificate in case any shareholder has expiredc) Necessary corporate authorizations, such as Board Resolutions etc., in case of companiesd) Copy of the Permanent Account Number (PAN) Carde) NECS Mandate form duly filled in and signed by the Sole/First Shareholder for receipt of

consideration through NECS if the same has not been submitted earlier to the Company/ Registrar& Share Transfer Agents.

5. Shareholders to whom this Offer is made is free to tender their shareholding in the Company in whole or in part.6. It is mandatory for shareholders to indicate the bank account details to which the consideration would be payable

at the appropriate place in the Form.7. All documents/remittances sent by or to shareholders will be at their own risk and shareholders are advised to

adequately safeguard their interests in this regard.

Note: All future correspondence, if any, should be addressed to Registrars to the Buyback at the following addressquoting your Folio No / DPID/ Client ID:Investor Service Centre: Amrutanjan Health Care Limited Buy Back Offer 2011CAMEO Corporate Services LimitedSEBI Regn. No.: INR000003753‘Subramanian Building’, No.1, Club House Road, Chennai - 600 002Tel. No. +91 44 2846 0390; Fax No. +91 44 2846 0129Email: investor@cameoindia.comContact Person: Ms. K. Sreepriya

17. Shareholder(s) details (Signature(s) as per specimen recorded with the Company):

Sole/First Shareholder Second holder (if any) Third holder (if any)

Name in Full

Signature

ACKNOWLEDGEMENT SLIPAMRUTANJAN HEALTH CARE LIMITED - BUYBACK OFFER

(to be filled by the shareholder)Received from Mr./Ms…………………….…………………………………………………………

Ledger Folio No.

In figures In words

Number of shares tendered

Number of share certificates submitted

Collection Centre Stamp & Date

Please Quote Ledger Folio No. for all future correspondence

32

FORM OF ACCEPTANCE(FOR SHAREHOLDERS HOLDING SHARES IN DEMATERIALISED FORM)

For Collection Centre Use

Centre Code Inward No. Date Stamp

Status: Please tick ( )

Individual Foreign Institutional Investor

Foreign Company Non Resident Indian

Body Corporate Bank / Financial Institution

Date:_____

ToBoard of DirectorsAmrutanjan Health Care LimitedInvestor Service Centre: Amrutanjan Health Care Buy Back Offer 2011CAMEO Corporate Services Limited‘Subramanian Building’,No.1, Club House Road,Chennai - 600 002

Dear Sirs,

Ref: Letter of Offer dated June 28, 2011 to buyback 1,06,937 equity shares of Amrutanjan HealthCare Limited (“Company”) at a price of Rs. 900/- per share (“Buyback”)

1. I/We having read and understood the Letter of Offer dated June 28, 2011, hereby tender my/ourshares in response to the Buyback on the terms and conditions set out below and in the Letter ofOffer.

2. I/We authorize the Company to buyback the shares offered (as mentioned below) and to issueinstruction to the Registrar for the Buyback to extinguish the shares through an off-market transfer.

3. I/We hereby warrant that the shares comprised in this tender are offered for Buyback by me/us freefrom all liens, equitable interest, charges and encumbrance.

4. I/We declare that there are no restraints/injunctions or other order of any nature which limits/restrictsin any manner my/our right to tender shares for Buyback and that I/we am/are legally entitled totender the shares for the Buyback.

5. I/We agree that the Company will pay the Buyback Price only after due verification of the validity of thedocuments and that the consideration maybe paid to the first named shareholder.

6. I/We undertake to return to the Company any Buyback consideration that maybe wrongfully receivedby me/us.

7. I/We undertake to execute any further documents and give any further assurances that maybe required orexpedient to give effect to my/our tender offer and agree to abide by any decision that maybe taken bythe Company to effect the Buyback in accordance with the Act and the SEBI Buyback Regulations.

BUY BACK OFFER OPENS ON July 4, 2011 (Monday)

LAST DATE OF WITHDRAWAL July 13, 2011 (Wednesday)

BUY BACK OFFER CLOSES ON July 18, 2011 (Monday)

33

8. Details of shares held and offered for Buyback:

In Figures In Words

Number of shares held

Number of shares offered for Buyback

9. Details of account with Depository Participant (“DP”)

Name of the Depositary (tick whichever is applicable) NSDL CDSL

Name of the Depositary Participant

DP ID No.

Client ID No. with the DP

In case the number of demat accounts exceed one, please attach a separate sheet giving details in thesame format as above.

10. I/We hereby declare that we have instructed the above mentioned DP, with whom I/we hold an account totransfer the number of shares as mentioned under serial number 8 above to ‘Amrutanjan HealthCare Limited Buyback Offer 2011’ Account (Client ID No. 22795871) held with Stock HoldingCorporation of India Limited (DP ID No. IN301080). A copy of the delivery instruction issued to theDP, duly endorsed by the DP is enclosed.

11. Details of other Documents (please tick appropriately), if any, enclosed: Corporate Authorisations

Death Certificate

Succession Certificate

Power of Attorney

Any Other, please specify…………………….

12. Tax Certification (NRIs/OCBs/FIIs/Non-Resident Shareholders only)

If you are a NRI, FII or a non-resident shareholder, you should certify whether the Shares held by youare held on investment/capital account or on trade account.

Please refer to the Letter of Offer regarding tax to be deducted at source. Shareholders are alsoadvised to consult their tax advisors for the treatment that may be given by their respective assessingofficers in their case, and the appropriate course of action that they should take.

I/We certify that the Shares referred to in clause 8 of this Form of Acceptance cum Acknowledgment areheld:

on investment/capital account on trade account/to be taxed as Business Profits

I/We certify that the tax deduction on the Shares referred to in clause 8 of this Form of Acceptance

cum Acknowledgment is to be deducted on account of:

Short term capital gains Long term capital gains Business Profits

Order from Income-tax authorities enclosed specifying (if applicable):

Non deduction of tax at source Deduction at lower rate

34

Applicable only for FII shareholders:

The FII hereby undertakes that: (a) it has a valid tax residency certificate; (b) it does not havea permanent establishment in India; and (c) the amount received by it as a part of the Offerconstitutes capital gains and does not constitute business income for it and that similar gains(if any) have been taxed as capital gains by the tax authorities in India in the past (Note: Pleaseenclose a certificate of tax residency from the appropriate authority of the relevant countryand all such other relevant documents).

The FII hereby undertakes to indemnity the Company against any and all direct losses, includingreasonable costs and expenses incurred in respect thereof, arising out of or in connectionwith any vicarious liability on the Company raised by the tax department for any tax recoverablefrom the FII in relation to the consideration paid by the Company to the FII in the Buyback

Applicable only for non-residents other than FIIs:

The shareholder hereby undertakes that the Double Taxation Avoidance Agreement betweenIndia and _______________ [please insert the applicable jurisdiction] is applicable to it (Note:Please enclose a certificate of tax residency from the appropriate authority of the relevantcountry and all such other relevant documents)

The shareholder hereby undertakes to indemnity the Company against any and all directlosses, including reasonable costs and expenses incurred in respect thereof, arising out ofor in connection with any vicarious liability on the Company raised by the tax department forany tax recoverable from the shareholder in relation to the consideration paid by the Companyto such shareholder in the Buyback

13. Details of Permanent Account No. (PAN)

First / Sole Shareholder Second Joint Shareholder Third Joint Shareholder PAN

14. Shareholder(s) details (Signature(s) as per specimen recorded with the Company):

Sole/First Shareholder Second holder (if any) Third holder (if any)

Name in Full

Signature

Tear HereACKNOWLEDGEMENT SLIP

AMRUTANJAN HEALTH CARE LIMITED - BUYBACK OFFER(to be filled by the shareholder)

Received from Mr./Ms…………………….…………………………………………………………

DP ID No. : Client ID No.:

In figures In words

Number of shares tendered

Collection Centre Stamp & Date

Please Quote Client ID No. and DP ID No. for future correspondence

35

Instructions:1. This Offer will open on July 4, 2011 and close on July 18, 2011.2. This Form has to be read along with the Letter of Offer and is subject to the terms and conditions mentioned in

the Letter of Offer and this Form.3. For the purpose of the Buyback, the company has opened an account with the Depositary Participant as detailed

below:DP Name Stock Holding Corporation of India LimitedDP ID Number IN301080Client ID Account Name Amrutanjan Health Care Limited Buy Back Offer 2011

Client ID Number 22795871

4. Shareholders who wish to tender their shares in response to this Buyback should deliver the following documentsso as to reach before the close of the business hours of the respective Collection Centres as mentioned in theLetter of Offer on or before 5 pm on July 18, 2011. Shareholders residing at locations where there are nocollection centers, should send their response to the Registrar to the Buyback, CAMEO Corporate ServicesLimited at the address mentioned below.

a) The relevant Form duly completed and signed (by all shareholders in case shares are in joint names) inthe same order in which they hold shares

b) Copy of delivery instruction issued by the shareholders to their DP for transferring the shares tenderedfor Buyback, to the Company’s DP account with Stock Holding Corporation of India Limited. Copy of thedelivery instruction should be duly endorsed by DP of shareholder, to whom the original deliveryinstruction should be handed over.

5. In the delivery instruction please use “For Off-Market Trades (Receiver Details)” box. Fill in “Stock HoldingCorporation of India Limited” against DP name, “IN301080” against the DP ID and “22795871” against the Client ID.The date of execution entered in the delivery instruction should be after the date of opening of the Offer and onor before the last date of submission of the Form to the collection centers or on or before mailing the Form to theRegistrar to the Buyback as the case may be, but not later than the date of closure of the Offer.

6. Shareholders should also provide all relevant documents in addition to the above documents. Such may include(but not limited to):

a) Duly attested Power of Attorney, if any person other than the shareholder has signed the relevant Formb) Duly attested death certificate/succession certificate in case any shareholder has expiredc) Necessary corporate authorizations, such as Board Resolutions etc., in case of companies

7. Shareholders to whom this Offer is made is free to tender their shareholding in the Company in whole or in part.8. In order to avail National Electronic Clearing Service (“NECS”) facility for receipt of consideration, persons holding

shares in dematerialized mode are requested to instruct their respective depository participant regarding bankaccounts in which they wish to receive the consideration before the close of the Offer. The Company/ Registrar& Share Transfer Agents will not act on any direct request received from Eligible Persons holding shares indematerialised form for change/deletion of such bank details.

9. All documents/remittances sent by or to shareholders will be at their own risk and shareholders are advised toadequately safeguard their interests in this regard.

Note: All future correspondence, if any, should be addressed to Registrars to the Buyback at the following addressquoting your Folio No / DPID/ Client ID:Investor Service Centre: Amrutanjan Health Care Limited Buy Back Offer 2011CAMEO Corporate Services LimitedSEBI Regn. No.: INR000003753‘Subramanian Building’, No.1, Club House Road,Chennai - 600 002Tel. No. +91 44 2846 0390; Fax No. +91 44 2846 0129Email: investor@cameoindia.comContact Person: Ms. K. Sreepriya

36

WITHDRAWAL FORM

AMRUTANJAN HEALTH CARE LIMITED BUYBACK OFFER

BUY BACK OFFER OPENS ON July 4, 2011 (Monday)

LAST DATE OF WITHDRAWAL July 13, 2011 (Wednesday)

BUY BACK OFFER CLOSES ON July 18, 2011 (Monday)

From:Folio No./DP ID No./Client ID No.:Name:Address:

ToBoard of DirectorsAmrutanjan Health Care LimitedInvestor Service Centre: Amrutanjan Health Care Buy Back Offer 2011CAMEO Corporate Services Limited‘Subramanian Building’,No.1, Club House Road,Chennai - 600 002

Dear Sirs,

Ref: Letter of Offer dated June 28, 2011 to buyback 1,06,937 equity shares of Amrutanjan HealthCare Limited (“Company”) at a price of Rs. 900/- per share (“Buyback”)

1. I / We having read and understood the Letter of Offer dated June 28, 2011, hereby consentunconditionally and irrevocably to withdraw my / our shares from the Buyback and I / we furtherauthorize the Company to return to me / us, the tendered Share Certificate(s) / Share(s) at my / oursole risk.

2. I / We note that upon withdrawal of my / our Shares from the Buyback, no claim or liability shall lieagainst the Company/ Manager to the Offer / Registrar to the Offer.

3. I / We note that this Withdrawal Form should reach the Registrar to the Buyback on or before the lastdate of withdrawal i.e. July 13, 2011.

4. I / We note that the Company / Manager to the Offer / Registrar to the Offer shall not be liable for anypostal delay / loss in transit of the Shares held in physical form and also for the non-receipt of Sharesheld in the dematerialized form in the DP account due to inaccurate / incomplete particulars /instructions.

5. I / We also note and understand that the Company will return the original share certificate(s), sharetransfer deed(s) / Shares in dematerialized form only on completion of verification of the documents,signatures and beneficiary position as available with the depositories from time to time.

6. I / We also note and understand that the Company will return the original share certificate(s), sharetransfer deed(s) / Shares in dematerialized form only after the closure of the Buyback by the samedate as date for dispatch of share consideration/share certificates/demat instruction i.e. latest byAugust 02, 2011.

7. In case of shareholders holding shares in physical form: The particulars of tendered original sharecertificate(s) and duly signed transfer deed(s) are detailed below:

37

Sr.

No.Folio No. Share Certificate No.

Distinctive No. (s) No. of

Shares From To

Total

Date of

Tender

(In case the number of folios and share certificate enclosed exceed 3 nos., please attach a separatesheet giving details in the same format as above.)

In case of shareholders holding shares in dematerialized form: I / We hold the following Shares indematerialized form and had executed an off-market transaction for crediting the Shares to the “AmrutanjanHealth Care Limited Buyback Offer 2011” account (Client ID No. 22795871) held with Stock HoldingCorporation of India Limited (DP ID No. IN301080). A copy of the delivery instruction issued to the DP,duly endorsed by the DP is enclosed. The particulars of the account from which my / our Shares havebeen tendered are as follows:

Name of the Depositary (tick whichever is applicable) NSDL CDSL

Name of the Depositary Participant

DP ID No.

Client ID No. with the DP

Beneficiary Name

No. of Shares

Date of Execution

In case the number of demat accounts exceed one, please attach a separate sheet giving details in thesame format as above. 8. I / We note that the Shares will be credited back only to that depositary account, from which they

have been tendered and necessary standing instructions have been issued in this regard. 9. I / We confirm that the particulars given above are true and correct.10. In case of dematerialized Shares I / we confirm that the signatures have been verified by the DP

as per their records and the same have been duly attested.

Yours faithfully,

Signed and Delivered

Sole/First Shareholder Second holder (if any) Third holder (if any)

Name in Full

Signature

Address of the Sole/First Shareholder

Telephone No. / E-mail ID

Place:

Date:38

Instructions:

1. The Offer will open on July 4, 2011 and close on July 18, 2011. The last date for withdrawal is July 13, 2011.2. This Withdrawal Form has to be read along with the Letter of Offer and is subject to the terms and conditions

mentioned in the Letter of Offer and this Form.3. The withdrawal option can only be exercised by submitting the Withdrawal Form, duly filled in and signed (by

all shareholders in case shares are in joint names) in the same order in which they hold shares, so as toreach the Registrar to the Offer at the address mentioned below. Please note that the WithdrawalForms will not be accepted at other Collection Centres.

4. All documents/remittances sent by or to shareholders will be at their own risk and shareholders are advisedto adequately safeguard their interests in this regard.

Note: All future correspondence, if any, should be addressed to Registrars to the Buyback at the following addressquoting your Folio No / DPID/ Client ID:Investor Service Centre: Amrutanjan Health Care Limited Buy Back Offer 2011CAMEO Corporate Services LimitedSEBI Regn. No.: INR000003753‘Subramanian Building’, No.1, Club House Road,Chennai - 600 002Tel. No. +91 44 2846 0390; Fax No. +91 44 2846 0129Email: investor@cameoindia.comContact Person: Ms. K. Sreepriya

Tear Here

ACKNOWLEDGEMENT SLIP – WITHDRAWALAMRUTANJAN HEALTH CARE LIMITED – BUYBACK OFFER

(to be filled in by the shareholder)

Received from Mr./Ms…………………….…………………………………………………………Residing at………………………………………………………………………………….........................……………………………………………………………….. a Withdrawal Form for …………………..Shares along with:

copy of depository instruction slip from DP ID …………………… Client ID……………….

copy of acknowledgement slip issued when depositing the Form

copy of acknowledgement slip issued when depositing physical Shares for withdrawing from the

offer made by the Company

Stamp of Collection Centre:

Signature of Official:

Date of Receipt:

39

MANDATE FORMNATIONAL ELECTRONIC CLEARING SERVICE (CREDIT CLEARING)

[TO BE USED ONLY BY SHAREHOLDERS TENDERING SHARES IN PHYSICAL FORM]

Amrutanjan Health Care LimitedNo.103 (Old No.42 45), Luz Church Road,Mylapore, Chennai 600 004

Dear Sirs:

I am pleased to participate in the National Electronic Clearing Services (NECS) introduced by ReserveBank of India (RBI). The particulars of my Bank Account to which the payment of Buyback considerationmay be electronically credited are as follows:

1. Name of Sole/First Holder of shares ————————————————————2. Folio No. ————————————————————3. DP ID ——————————————————------4. Client ID —————-——————————————--5. Name of the Bank —————————————————------—6. Branch address of Bank to which consideration ————————————————————

Amount to be credited ————————————————————7. 9-digit Code Number of the Bank and Branch

appearing on the MICR cheque issued by yourBank. This is mentioned on the MICR band nextto the cheque number.(Please attach blank “cancelled” cheque or aphotocopy thereof)

8. Account Type (tick one) Savings Current Cash Credit9. Ledger Folio of your Bank Account

(If any, appearing on your cheque book) ————————————————————10. Account No. (as appearing on your cheque book) ————————————————————

I hereby declare that the particulars given above are correct and complete. If the payment of buybackconsideration is delayed or not effected at all for reasons of incomplete or incorrect information, I wouldnot hold the Company responsible.

Date: Signature of Sole/First Holder

In case the shareholder is not in a position to give blank “cancelled” cheque or a photocopy thereof, acertificate of the shareholder’s Bank may be furnished as under:Certificate of the Shareholder’s Bank

(To be submitted only if blank “cancelled” cheque or a photocopy thereof is not enclosed)Certified that the particulars furnished above are correct as per our records.

Bank’s Stamp: --------------------------------------------------------------Date: Signature of the Authorised Official of the Bank

40