05-Dec-2016 : Public Announcement IBREL Buy Back 05.12.2016 (2024)

December 05, 2016 at 01:53 am EST

Indiabulls

R E A L

E s T A T E

lndiabulls Real Estate Limited

(CIN: L45101DL2006PLC148314)

Regd. Office: M-62 & 63, First Floor, Connaught Place, New Delhi - 110 001.

Tel: 011-30252900, Fax: 011-30252901 Website: http://www.indiabullsrealestate.com/, E-mail: helpdesk@indiabul ls.com

PUBLIC ANNOUNCEMENT FOR BUY BACK OF EQUITY SHARES OF INDIABULLS REAL ESTATE LIMITED

FOR THE ATIENTION OF THE EQUITY SHAREHOLDERS/BENE FI CIAL OWNERS OF THE EQUITYSHARES OF INDIABULLS REAL ESTATE LIMITED

This Public Announcement ("PA")Is made Inrelation tothe Buy-back of equity shares of lndiabulls Real Estate Limited ( "the Company") from the open market through Stock Exchanges route i.e. from the BSElimited ("BSE")andThe NationalStock Exchangeof India Limited ("NSE") (BSE and NSEcollectively referred to as "Stock Exchanges"),pursuant to the provisionsofRegulations S(c) and S(d) and other applicable provisions of the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998 (including any statutory modifications, amendments, from time to time, or re­ enactment, for the time being in force) ("Buy-back Regulations") and contains the disclosures as specifiedin Schedule IIto the Buy-back Regulations.

BUY BACK OF EQUITY SHARES FROM OPEN MARKETTHROUGH STOCK EXCHANGES

Part A· 01sc; osures In A c;c;o rdance wi th Part Ao f Schedul e nof the Buy-back Regu l ations1. DETAILS OFBUY-BACK OFFER AND OFFER PRICE

1. NECESSITY FORTHEBUY-BACKAND DETAILS THEREOF

2. The Buy-backis beingproposed in keeping with the Company'sdesire to enhance overall shareholdersvalue.The surplus funds availablewith the Company shall be utilized to Buy­ back its shares from the Exchanges to optimize returns to the shareholders, without compromising on the highgrowthopportunities available to the Company. The Buy-back would make the balance sheet of the Company leaner by reduct on in the overall capital employed in its business, which in turn willlead to higher earnings per share and enhanced return on equity. Besides it would also provide an exit opportunity to those public shareholderswho desiretoexitin an investor friendly manner.

3. The utilzation of cash resources for the purpose of the proposed Buy-back is not likely to Impact Company'sfinancialpositionas wellas any ofits growth plans. Even after factoring the present and prospective borrowing for its organic and inorganic growth projects, the debt equity ratio is expected to remain within reasonablelimitsinview of the expected annualaccretion tothenetworthinfuture years.

4. BASISFORARRIVING AT MAXIMUMBUY-BACK PRICEAND OTHERDETAILSTHEREOF

5. The Maximum Buy-back Price of Rs. 90/ per Equity Share has been arrived at after taking intoconsideration various factors,including the market price of the Equity Shares during thelast 6 (six) months and the present book value of Equity Shares etc. The Maximum Buy-back Price offers a premium of approximately 30% over the closing prices of the Equity Shares onthe BSE and NSE, ason November 23, 2016,i.e.the day prior tothe Board Meeting. The Maximum Buy-back Price excludes the Transaction Costs viz. brokerage, applicable taxes such as securities transaction tax, service tax,stamp duty and other expenses.

6. At the Maximum Buy-back Price and for Maximum Buy-back Size, the maximum number of equity shares bought back wouldbe 6,00,00,000 (Six Crore) Equity Shares ("Maximum Buy-back Shares"). The Maximum Buy·back Shares will always be subject to (i) the Buy· back not causing the Company to bein violation of the conditions for continuouslisting prescribed In terms of Regulation 38 of the SEBI(LODR) Regulations I.e.maintaining the public shareholding at 25%, (ii) the aggregate consideration payable pursuant to the Buy­ back not exceeding the Maximum Buy-back Size. It is beingclarified that the Maximum Buy-back Price does not indicate that the Company isunder obligation to buy or continue to buy Equity Shares so longas the priceis below the Maximum Buy-back Price. Simiarly, Maximum Buy-back Size and Maximum Buy-back Shares do not indicate that the Company is under obligation to utilize, the entire amount of Maximum Buy-back Size or thatthe Company is underobligation tobuyall the Maximum Buy-back Shares.

7. Further, the Company shall utilize at least Rs. 270 Crore (Rupees Two Hundred and Seventy Crore only), being 50% of the amount earmarked for the Buy-back as the Maximum Buy-back Size ("Minimum Buy-back Size") and based on the Minimum Buy­ back Size and the Maximum Buy-back Price, the Company will purchase an indicative minimum of 3,00,00,000 (Three Crore Only) Equity Shares ("Minimum Buy-back Shares").

8. The Buy-back is proposed to be completed within a maximum period of 6 (six) months from the date of openingof the Buy-back. Subject to the Maximum Buy-back Price of Rs 90 per Equity Share and maximum validity period of 6 (six) months from the date of openingof the Buy-back and achievement of the Minimum Buy-back Size, theactval time

   frame and the price for the Buy-back will be determinedby the Boardof Directors of the Company (including committee, constituted by the Board of Directors or persons nominated to exercise its powers In relation to the Buy-back), at their discretion,in accordance with the Buy-back Regulations. However,in accordance with the Buy-back Regulations, Buy-back price for the Equity Sharesin physical form willbe determined as the volume weighted average price of the Equity Shares bought back, other than in the physical form,during the calendar week in which the equity shares in physical form are received by M/slndiabulls Ventures Limited (formerly lndlobulls Securities Limited, aSEBI registered broke,; videSEBI Registration Number INZ000007534 ond having Membership of NSE ond BSE, ond a SEBI registered Depository Porticipont vlde SEBI Registration

   Number ln-DP-CDSL-204-2003 with NSDL ondCDSLI (the "Company's Broker")(orincase

   no Equity Shares are bought back in the normal market during that calendar week then the previous week when the Company last bought back Equity Shares) and the price of Equity Shares tendered Inphysical form during the first week of the Buy-back shall be the volume weighted average market price of the Equity Shares of the Company during the precedingcalendar week.

9. The amount required by the Company for the Buy·back (including the cost of financing the Buy-back and the Transaction Costs) will be invested out of cash and bank balances/depos its and/or short term investments and/or internal accruals of the Company. The Company confirms that, as required under Section 68(2)(d) of the Companies Act,the ratio of the aggregate of secured and unsecured debts owed by the Company shall not be more than twice the paid up equity share capital and free reserves postthe Buy-back.

10. PROMOTERSHAREHOLDING ANDOTHER DETAILS

11. Details of aggregate shareholdingof the PersonsinControlInthe Company,as on date of the Board Meeting(i.e. November 24, 2016),is asbelow:

    SI. No.	Name of the Persons in Control	Number of Equity Shares held	%shareholding inthe Company
    1	Sameer Gehlaut	1,200,000	0.24
    2	Kritlkka Infrastructure Pdvate Limited	39,987,084	7.89
    3	Jyestha lnfrastnJcture Private limited	49,755,973	9.82
    4	Powerse:reen Media Private Llmfted	11,600,000	2.29
    5	Dahlia Infrastructure Private Limited	15,300.000	3.02
    6	SG lnfr.ilands Private Umited	43,600,000	8.61
    7	SG Devbulld Private Limited	36,700,000	7.24
    8	IBRElIB Scheme Trust	42,500,000	8.39
    9	Karanbhuml Estates Private imited	.
    10	Meru Minerals Private Limited
    11	Galax Minerals Private Limlte	.
    Total	240,643,057	47.SO

12. The Personsin Controlhave neither purchased nor sold any Equity Shares of the Company during the period of 12 months preceding the dateof Board Meetingand/orthis PA, save and except the issueandallotment of 4,36,00 000 (Four Crore Thirty Six Lac) Equity Shares of face value of Rs. 2 each of the Company, on 1st Apr il2016, at the issue price of Rs 67/· (includinga premium of Rs 65/·) per equity share, to Promoter group entities namely, SG lnfralands Private Limited and SG Devbuild Private Limited, upon conversion of equivalent number of warrants,issued to these Promoter group entities in accordance with the applicable Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009. The details ofthesameare asunder.

    Category	Aggregate Quant ty	Maximum Price, per Equ ty Share (Rs.)	Minimum Price, per Equity Share (Rs )
    Purchases
    Persons In Control	4,36,00,000	67.00	N.A.
    Sales
    PersonsIn Control	Nil	N.A.	N.A.

13. PARTICIPATION BY PERSONSINCONTROL

14. In accordance with the provisions of Regulation S(b) of the Buy-back Regulations, the Buy-back shall not be made by the Company fromthe PersonsinControl and accordingly the Persons inControlwill not participateinthe Buy-back and they will not dealin Equity Shares of the Company In the Stock Exchanges or on-market or off·market transactions includinginter-se transfer of shares amongst them from the date of the approvalof Buy· back bythe Board of Directors till theclosingof Buy-back.

15. NO DEFAULTS

16. The Companyconfirms that there are no defaults subsisting inthe repayment of deposits or Interest payable thereon,redemption of debentures or preference shares, payment of dividend toany shareholder or repayment of any termloan or interest payable thereon to any financialinstitution orbank.

17. CONFIRMATION BYTHE BOARD OF DIRECTORS OFTHE COMPANY

18. The Board of Directors of [he Company atIts meeting held on November 24,2016 confirmed that based onsuch fullinquiry conducted Into the affairs and prospects of the

    Company, and taking Into account all the liabilitiesincluding prospective and contingent liabilities payable as if the Company were being wound up under the Act, the Board of Directors hasformed anopinion that:

19. Immediately following the date of this meetingi.e. November 24,2016, there are no grounds onwhich the Company canbefound unabletopayits debts;

20. As regards theCompany's prospects fortheyearimmediately followingthedate ofthis meeting i.e. November 24, 2016 and having regard to the Board's intention with respect to the Management of Company's business during that year and to the amount and character of the financial resources which will in the Board's view be available to the Company during that year,the Company will be able to meet its liabilities as and when they fall due and will not be rendered insolvent withina period ofoneyearfrom that date; and

21. In formingan opinion as aforesaid, the Board of Directors have takeninto account the liabilities, as If the Company were being wound up under the provisions of the Companies Act 1956 (to the extent not repealed) or the Act (to the extent notified) (includingprospective andcontingentliabilities)

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22. REPORT BYTHE COMPANY'SAUDITORS

23. The text of the Reportof M/s.Walker Chandiok & Co LLP,theStatutory Auditors of the Company, dated November 24 2016, addressed to the Board of Directors of the Company is reproduced below:

    QUOTE

    Report required by Clause (xi) of Part A of the Schedule IIto the Securities and Exchange Board of India (Buy-backof Securities) Regulations,1998

    The Boardof Directors lndiabulls Real Estate Limited

    M-62 & 63, First Floor,Connaught Place New Delhi-110 001,India

    Dear Sirs,

24. This Report is issued in accordance with the terms of our engagement agreed with Board of Directorsof the Company.

25. We have been requested by the management of the lndiabulls Real Estate Limited ("the

Company") to give reasonable assurance on the determination of the amount of permissible capital payment and otherrelatedinformationas detailed inthe accompanyingStatement ("the Statement")Inconnection with the buy-back by the Company of its equity shares inaccordance with clause (xi) of Part A of Schedule II to the Securities Exchange Board of India (Buy-back of Securities) Regulations, 1998, as amended ("the Regulations") and Section 68 of the Companies Act, 2013 ("theAct"). We haveinitialledthe Statement for identification purposesonly.

Management's Responsibility

3. The preparat on of the Statement is the responsibilityof the Management of the Company. This responsibilityincludes the responsibility for preparation and maintenance of all accounting and other relevant supporting records and documents. This responsibility alsoincludes the design, implementation and maintenance of internal controls relevant to the preparation and presentation of the Statement and applying an appropriate basis of preparation;and making estimates that are reasonablein the circ*mstances.

1. The Managementis also responsible,inter alia,for ensuringthat:

2. The amount of capital payment for the buy-back is determined in accordance with the applicablelaws and regulation; and

3. It has made a full inquiry into the affairs and prospects of the Company and has, on reasonablegrounds, formedthe opinion that the Company will not be renderedinsolvent withina period of oneyear fromthe date of the Board Meetingapprovingthe Buy-back of its equity shares, i.e. November 24, 2016(hereinafter referred to as the "date of the Board meeting").

4. Auditor's Responsibility

5. Pursuant to the requirement of the Regulations, it is our responsibility to obtain reasonable assurance on the followingsubject matters:

6. whether the amount of capital payment for the buy-backis within the permissible limit computedin accordance withthe relevant provisionsof Section 68 of the Act; and

7. b) whether the Board of Directors of the Company has formed the opinion, as specified in Clause (x) of Schedule II to the Regulations, on reasonable grounds that the Company having regard toIts state of affairs will not be rendered Insolvent within a period of one year fromthe dateofthe Boardmeeting.

8. A reasonable assurance engagement involves performing procedures to obtain sufficient appropriate evidence on the subject matters stated in paragraph S(a) and (b) above. The procedures selected, including procedures for assessment of the risks associated with the subject matters,dependon theauditor's judgment .We performed thefollowingprocedures:

9. Examinedauthorisationfor buy-back from theArticlesof Associationof the Company;

   b) Agreed the balance of the Statement of Profit and Loss, Securities Premium Account and GeneralReserve as at 31 March 2016 as disclosed in the Statement with the audited financialstatements of the Company for theyearended 31March 2016;

10. Examined that the ratio of secured and unsecured debt owned by the Company,if any, is notmorethantwice thecapitaland its free reserves aftersuch buy-back;

11. Examinedthat all theshares for buy-backare fully paid-up;

12. The amount of capital payment for the buy-back is as per the resolution passed in the meetingof the Boardof Directors;

13. Inquired into the state of affairs of the Company with reference to the audited financial statements of the Company as at and for the year ended 31March 2016 (the "Audited FinancialStatements") and resolutionspassed by the Board of DirectorsoftheCompanyat their meetingheldon 24 November 2016;

14. g) Read the Directors' declarations for the purpose of buy-back and solvency of the Company;

15. Verifiedthe arithmeticalaccuracyof the Statement; and

16. Obtainedappropriate representations from the Managementof the Company.

18. The financial statements referred to in paragraphs 6(b) and 6(f) above, have been audited by us and on which we have issued an unmodified audit opinion vide our report dated 25 April2016. Our audit of these financial statements was conducted in accordance with the Standards on Auditing and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards requirethat we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

19. We conducted our examination of the Statement in accordance with the Guidance Note on Reports or Certificates for Special Purposes (Revised 2016),issued by theInstitute of Chartered Accountants of India.TheGuidance Note requires that we comply with the ethical requirements

    of the Codeof Ethicsissued by the Instituteof CharteredAccountants ofIndia.

20. We have complied with the relevant applcable requirementsof the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information,and Other Assurance and Related Services Engagements, issued by the Institute of

21. CharteredAccountantsofIndia.

    Opinion

22. Based on our proc.edures as referred to above and as per the information, explanations and representations providedto us bythe Management, we report that-

23. The permissible capital payment stated in the accompanying Statement has been determinedinaccordance withSection 68 of the Act;

24. The Board of Directors, at their meeting held on 24 November 2016, have approved utilzationof an amountnot exceeding Rs. 5,400,000,000 (Rupees Five Hundred and Forty Crore) (excludingbrokeragecosts, charges,taxes suchassecurities transaction tax,service tax and relevant stamp duty, etc.) for buy-back of equity shares. Based on the representation given to us by the Board of Directors that the total utilization including brokerage costs, charges, taxes such as securities transaction tax,service tax and relevant stamp duty, etc. would not exceed 10% of the Company's paid-up share capitaland free reserves, as at March 31,2016i.e.Rs. 5,507,592,332 (Rupees Five Hundred Fifty Crore Seventy Five Lakh Ninety Two Thousand Three Hundred and Thirty Two), we report that the amount approved by the Board of Directors is within the permissible capital payment ascalculated intheaccompanyingStatement; and

25. TheBoardof Directors, at their meeting heldon 24 November 2016,haveinquiredintothe Company's state of affairs and have also formed the opinion based on reasonable grounds, as specified in clause (x) of Schedule II of the Regulations that the Company having regard to its state of affairs willnot be rendered insolvent within a period of one year fromthe Date of Board Meeting.

26. We further state that this Reporthas been issuedincompliancewith theSecurities and Exchange BoardofIndia (Buy-back of Securities) Regulations, 1998.This report does notandshould notbe construed to provide an assurance about the future viability of the Company or the efficiency or effectiveness with which the management has conducted theaffairs ofthe Company.

27. This reportis addressed to and provided to the Board of Directors of the Company pursuant to the requirements of the Regulations solely to enable the Board of Directors of the Company to include the Reportinthe Publicannouncement to be made to the shareholders of theCompany, which willbe filed with (a) Securitiesand Exchange Board of India, (b) National Stock Exchange of India Limited, (c) BSE Limited, (d) the Registrar of Companies as required by the Regulations, (e) the NationalSecurities Depository Limited and the Central Depository Services (India) Limited for the purpose of extinguishment of equity shares and (f) theauthorized dealer for the purpose

28. of capital payment and should not be used by any other person or for any other purpose. Accordingly, we donot accept or assume any liabilityor any duty ofcare for any other purposeor to any other person to whom this Reportis shown orintowhose hands it maycome without our priorconsentinwriting.

    For Walker Chandiok & Co LLP (formerly Walker,Chandiok & Co) Chartered Accountants

    Firm Registration No: 001076N/NS00013 Sd/.

    per Lalit Kumar

    Partner

    Membership No. 095256 Date:24 November 2016 Place: Gurgaon Statementinreference to Clause (xi)of Part A ofthe Schedule IItothe Securitiesand Exchange Board ofIndia(Buy-back of Securities) Regulat ons, 1998,as amended {the "Regulations")

    Particulars	Amount (Rs.)
    Paid-up equity share capital as at 31March 2016 (461,677,739 equity shares of Rs. 2 each fully paid-up)	A	923,355,478
    free reserves (refer note 1):
    Balance ln the Statement or Profit and Loss as at 31March 2016	546,608,170
    General Reserve asat 31March 2016	5,126,502,577
    Securities Premium as at 31 March 2016	48.479,457.095
    Tot 1' free reserves	B	54,152,567,842
    Paid-up equity capital and free re.serves as at 31March 2016	(A+B)	55,075,923,320
    Permis.sible capital payment (25% of the paid·up equltv capital and free reserves)	13,768,980,830
    Proposed capital payment restricted to 10% of the paid·up equity capital and free reserves	5,507,592,332

    1. Computationof permissiblecapital payment

    Company is INE069101010. The Company has made arrangements for shareholders who hold physical shares to participatein the Buy-back as mentioned below. Shareholders holdingphysicalshares cansell their Equity Sharesin the separate window created forthe physical tradingsegment bythe Stock Exchanges.

29. The Company, shall,commencing from December 14,2016 {i.e. the date of opening of the Buy·back), place "buy" orders on the BSE and/or NSE on the trading segment through the Company's Brokerin such quantity and at such price, not exceeding the Maximum Buy-back Price of Rs 90 per Equity Share, as it may deem fit, depending upon the prevailingmarket price of the Equity Shares on the Stock Exchanges.When the Company has placed an order for Buy-back of Equity Shares , theidentity of the Company as a purchaser wouldbeavailableto the market participants of the Stock Exchanges.

30. Procedure for Buy-back of Demat Shares:Beneficial owners holding DematShares who desire toselltheir Equity Sharesin the Buy back, would have to do so through their stock broker,who is a registered member of either of the Stock Exchanges byindicatingto their broker the details of the Equity Shares they intend to sell whenever the Company has placed a "buy" order for Buy·back of the Equity Shares .The Company shall place a "buy" order for Buy-back of Demat Shares, by indicating to the Company's Broker, the number of Equity Shares it intends to buy along with a price for the same.The trade would be executed at the price at which the order matches the price tendered by the beneficial owners and that price would be the Buy-back price for that beneficial owner.The execution of theorder,issuance of contract note and delivery of thestock to the member and receipt of payment would be carried out bythe Company's Brokerin accordance with the requirementsof the Stock Exchanges and SEBI.

31. Itmay be noted that a uniform price would notbe paidto all the shareholders/beneficial

sell ngtheir Equity Shares andwho wouldliketo have a broker toenable them todoso and with abridged KYCrequirements.

1. Shareholders holdingphysicalshares shouldnotethat physicalshares willnotbeaccepted for Buy·back unlessacompleteset of documents as mentionedin Paragraph 4.11of Part B above is submitted to Company's Broker. Acceptance of the physicalshares for Buy-back shall be subject to verification of thedocuments submitted by the shareholders as per the Buy-back Regulations and any other directionsissued by the SEBIor the Stock Exchanges in this regard.The Company will endeavour to complete the Buy-back of the physical sharesIn the week subsequent to the week Inwhich such physical shares are received by the broker.Please note that there could however be a delay incompleting the transaction due to unavoidable circ*mstances. Incase of receipt of incomplete documentation from the shareholders holding physical shares, the price payable for the Buy-back of such physical shares will be the price applicablein accordance with Paragraph 4.10 of Part B above during the week in which the documentation in respect of the Buy-back of such physicalshares hasbeen completedin all respects.

2. Shareholders are requested to getIntouch withthe Merchant Banker of the Buy-back or the Company's Broker or the Registrar and Share Transfer Agent of the Company to clarify anydoubts inthe process.

3. Subject to the Company purchasing equity shares for an amount equivalent to the Minimum Buy-back Size, nothingcontained herein shallcreate any obligation on the part of the Company or the Board to Buy-back any equity shares or confer any right on the part of any shareholder to have any equity shares bought back, evenif the Maximum Buy-back Size has not been reached,and/or Impair any power of the Company or the Board 10 terminate any process in relation to the Buy-back,to the extent permissible by law. If the

Note 1- Free reserves as defined in Section 2(43) of the Companies Act,2013 readalong with owners pursuant to the Buy-back and that the same woulddepend on the priceat which

Companyis not able to complete the Buy·back equivalent to the Minimum Buy back Size,

Explanation IIprovided in Section68ofthe Companies Act, 2013.

Note 2- The above calculation of the paid-up Equity Capitaland Free Reserves as at 31March 2016 for Buy back of equity shares s based on the amounts appearinginthe audited financial statements of the Company for the year ended 31 March 2016. These financial statements were prepared and presented inaccordance with the accounting principles generally accepted in India,including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 {asamended).

Forand on behalf oflndiabulls RealEstate Limited Sd/· Sd/·

{Director) (Chief Financial Officer) Date:24 November2016

the trade with that shareholder/beneficialowner was executed.

1. Procedure for Buy-back of Physical Shares: The Company shall approach the Stock Exchanges for permission to use a separate window for the Buy-back of physicalsharesin terms of Regulation 15A of the Buy-back Regulations {"Physical Share Buy-back Window").

2. Uponcompletion of formalities with the Stock Exchanges to use their Physical Share Buy· back Window, the Company shall Buy·back the physical shares from the shareholders. The procedure for Buy-back of physicalsharein the Physical Share Buy-back Window shall be subject to requirements provided by the Stock Exchanges and any directionsIn this regard.As per Regulation SA ofthe Buy-back Regulations:

   the amount heldin the Escrow Account up toa maximum of 2.5% (Two point five percent) of the Maximum Buy-back Size, shall be liable to be forfeited anddeposited intheInvestor Education and Protection Fundof SEBI or as directed by SEBIin accordance with the Buy­ back Regulations.

   4.16 The Company shallsubmit the Information regarding the equity shares bought back byit, to the Stock Exchanges on a daily basis inaccordance with the Buy-back Regulations. The Company shall also upload the information regarding the equity shares bought back by it onItswebsite onadai y basis.

   s. METHODOFSITTLEMENT

   S.1 Settlement of Demat Shares:The Company will pay consideration for the Buy-back to the

   UNQUOTE

   {I)

   The Physical Share Buy-back Window shall remain open during the Buy·back

   period,for the Buy-back of physicalshares.

   Company's Broker on or before every pay·indate for each settlement,as applicable to the

   respective Stock Exchanges where the transaction is executed. The Company hasopened a

   9. In compliance with the provisions of the Buy-back Regulations, the Company will not raise further capitalfor a period of (one) year from the closure of the Buy back exceptin discharge ofits subsistingobligatfons likeallotment of shares under Employee Stock Option Schemes etc.,

   and the Company shall notissue any shares or specified securities including byway of bonus till the dateofclosureof the Buy-back.

3. The Company undertakes not to Buy backits Equity Shares through negotiated deals whether onor off the Stock Exchanges or through spot transactionsor through any private arrangements in the implementation of the Buy-back. Further, the Company undertakes not to Buy-back Equity Shares which are partly paidup or with call-in-arrears or which are subject to a lock-Inor which are non-transferable, untilsuch Equity Shares become fully paid up,free fromlock-inor freely transferable, asmaybeapplicable.

4. No scheme of amalgamation orcompromise or arrangementis pendinginvolving the Company onthedateof this PublicAnnouncement .

5. The Company shalltransfer from its free reserves and/or securities premium account a sum equalto the nominalvalue of the Equity Shares which are purchased through the Buy back to the CapitalRedemption Reserve Account and the details of such transfer shall be disclosedinits subsequent audited financialstatements.

6. The Buy-back is subject to such sanctions and approvals as may be required under applicable laws and regulations.The Buy back shall be subject to such necessary approvals as may be required and the Buy-back from overseas corporate bodies and other applicable categories, shall be subject to such approvals of the Reserve Bank of India, If any, under the Foreign Exchange Management Act, 1999.

7. Part B Disclosuresi nAccordance with Part Bof Schedule IIof the Buy·back Regulations

8. DATE OF BOARDAND SHAREHOLDER'S APPROVALS

   The Board approval for the Buy-back was grantedon November 24 2016. Further. since the Buy­ back is within thelimits,as stated in proviso to Section 68(2) of the Act i.e. less than 10% of the paid·up share capital and free reserves of the Company, approvalfrom the shareholders' of the Company rsnotrequired,

9. Physical shares shall be bought back from eligible shareholders through the Physical Share Buy-back Window, only after verification of the requisite documents by the Registrar and Share Transfer Agent of the Company and on completfon of the successfulverification,the sate transaction may be executed by the broker appointedbythe eligibleshareholder or Company's Broker.

   (Iii) The price at which the physical shares are bought back shall be the volume weighted average priceof the Equity Shares bought backinDemar form,during the calendar week in which such physical shares are received by broker.In case no Equity Shares were bought backin the normal market during the calendar week, the preceding week when the Companylast bought back the Equity Shares in Demat Form would be considered. The price of physical shares tendered during the first calendar week of the Buy-back period shall be the volume weighted average market price of the Equity Shares of the Company during the preceding calendar week.

   (iv) Company's Broker will charge the brokerage upon successful execution of the transaction and will be deducted from the sale consideration. The sale consideration would be paidimmediately after the payout of the Stock Exchange, whichin noevent willbelater than 7 days after thedate of sale.

10. Shareholdersholding physicalshares and proposingto participate inthe Buy-back will be required tosubmit a complete set of documents for verification procedure to be carried out, includingthe

11. originalphysicalshare certificate(s);

12. valid share transfer form{s) duly filled, stamped, signed by the transferors {by all the eligible shareholders in case the Equity Shares areinjoint namesin the same order in which they hold Equity Shares in the Company) as per the specimen signatures lodged with the Company and duly witnessed at the appropriate place authorizing the transfer of the Equity Shares bought back in favour of the Company;

13. depository account styled "lndiabulls Real Estate Limited - Buy-back offer" with Company's Broker with DP ID IN 302236 and Client ID 12392964 {"Buy-back Demat Account"). Demat Shares bought back by the Company will be transferred into the Buy­ back Demat Account by the Company's Broker, on receipt of such Demat Shares and after completion of the clearing and settlement obligations of the Stock Exchanges. Beneficial owner(s) holding Demat Shares would be required to transfer the number of such Demat Share{s) sold to the Company pursuant to the Buy·back,in favour of their respective stock broker{s) through whom the trade was executed, by tendering the delivery instruction slp to their respective depository participant {"DP") for debiting their beneficiary account maintained with the DP and crediting the same to the broker's pool account as per procedure applicable tonormal secondary markettransactions.

14. Settlement of Physical Shares: Shareholdersholding physical shares wouldbe requiredto present the complete set of documents referred to in Paragraph 4.11of Part B above to Company's Broker within the time period prescribedunder the Act.

15. Extinguishment of Demat Shares: The Demat Shares bought back by the Company shall be extinguished and destroyed in the manner specified in the Securities and Exchange Board of India {Depository and Participants) Regulations, 1996,as amended andits bye· laws,inthe manner specified in the Buy-back Regulations and the Act. The Equity Shares lyingin creditin the Buy-back DematAccountwill be extinguished within 15 (fifteen) days of acceptance of the Demat Shares, provided that the Company undertakes to ensure that all Demat Shares bought backbythe Company areextinguishedwithin 7{seven) days from thelast dateof completion of the Buy-back.

16. Extinguishment of Physical Shares: Physicalshares bought back bythe Company during a month shall be extinguished and physically destroyed by the Company in the presence of Merchant Banker andthe Statutory Auditor of the Company bythe 15th (fifteenth) day of the succeedingmonth provided that the Company undertakes to ensure that all physical shares bought back are extinguished within 7 (seven) days from the last date of completion of the Buy-back,incompliance with the Buy-back Regulations.

S.5 Considerationfor theequity shares bought backby the Company shall be paidonly byway

See Also
Sermon and Worship Resources

1. MINIMUM AND MAXIMUM NUMBER OF EQUITY SHARES PROPOSED TO BE BOUGHT BACK, SOURCES OFFUNDSAND COST OF FINANCINGTHEBUY·BACK

2.1 As mentioned above,based on the Minimum Buy-back Size and the Maximum Buy-back

Price, the Company will purchase a indicative minimum of 3,00,00,000 (three Crore ) Equity Shares ("Minimum Buy-back Shares") and based on Maximum Buy-back Size and

{iii)

In case of unregistered shareholder • (a) Original equity share certificates accompanied by valid share transfer forms as received from the market, wherein the name of the transferee has not been filled in and (b) Original broker contract note of a registered broker of a recognized Stock Exchange in relation to the purchase of the Equity Shares being tenderedin this case;

of bankingchannel.

6. BRIEF INFORMATION ABOUT THE COMPANY

6.1 lndiabulls Real Estate Limited was Incorporated on April 4, 2006 under the Companies Act, 1956. The Corporate Identification Number (CIN) of the Company is

L45101DL2006PLC148314Issued by the Registrar of Companies NCT of Delhi & Haryana.

the Maximum Buy-back Price,the indicative maximum number of equity shares bought backwouldbe6,00,00,000{Six Crore) Equity Shares {"Maximum Buy-back Shares").

2.2 The Company proposes to implement the Buy-back from out of its securities premium account and other free reserves. The amount required by the Company for the Buy-back (including the cost of financing the Buy-back and the Transaction Costs) will be invested out of cash and bank balances/deposits and/or short term investments and/or internal accrualsof the Company.

1. PROPOSED TIMETABLE

   Board Meeting approving Buy,back	November 24, 2016
   Date of Public Announcement	Decembers, 2016
   Dateof Commencement or euv·back	December 14, 2016
   Extingulshment of Shares	In case the equity shares bought back are in dematerializd form, the same wlll be extinguished in the manner specified in the Securities and Exchange Soard of India (Depositories and Participants) Regulations, 1996, asamended and the bye-laws framed thereunder. In case the equity shares bought back are In physical form, the Company shall extinguish and physically destroy the share certificates bought back during the month, on or beforethe 15 days of the succeeding month. Provided that, the Company shall ensure that all the equity shares bought back are extinguished within 7 days of the last date or completion of the Buy-back .
   last date for the Buy,back	Earlierof: (a) June 13,2017 (I.e.6 months from the date of the opening of the Buy· back);OR (bl when the Company completes the Buy-back by deploying the amount equivalentto che Maximum Buv·backSize; OR (cl at such earlier date as may be determined by the Board of Directors after giving notice of such earlier closure, subject to the Company having deployed an amount equivalent to the Minimum 8uy·back Site {even if the Maximum Buy·back Size has not bee.n reae:hed or the Maximum Buy-back Shares havenot been bought back), however that all payment obligotlons relating to the Buy-back shall be completed before the last date for the Buy-bad.

2. PROCESS AND METHODOLOGYTO BEADOPTED FORTHE BUY-BACK

3. The Buy-backis open to allshareholders holding Equity Shares inphysical form ("Physical Shares"), beneficial owners holding Equity Shares in dematerialised form ("Demat Shares").The Promoters I Persons InControlshallnot participateinthe Buy-back.

4. Further,as required under the Act and Buy-back Regulat ons, the Company shall not purchase Equity Shares which are partly paid up, Equity Shares with call-in-arrears, locked ln Equity Shares or non-transferable Equity Shares, In the Buy·back, until they become fully paid up, or until the pendency of the lock-in, or until the Equity Shares become transferable,asapplicable.

5. The Buy-back will be implemented by the Company by way of open market purchases through the Stock Exchanges,through the order matching mechanism except "all or

   none"order matchingsystem, as provided under the Buy-back Regulations.

6. For the implementation of the Buy-back, the Company has presently appointed lndiabulls Ventures Limited [formerly lndiabulls Securities Limited, a SEBI registered broker, vide SEBI Registration Number INZ000007534 and having Membershipof NSE and BSE, and a SEBI registered Depository Participant vide SEBI Registration Number In-DP· CDSL-204·2003 with NSDL and CDSL) {"Company's Broker") through whom the purchases and settlements on account of the Buy-back would be made by the Company. The contact details of the Company's Brokerareasfollows:

   lndiabulls Ventures Limited, Regd Off: M 62 & 63, First Floor,Connaught Place, New Delhi 110001

   Contact: Mr.RajkumarGupta,Tel.: +911246681060

7. The Equity Shares are traded in compulsory dematerialized mode under the trading code(s) 532832 at BSE and IBREALEST at NSE.The ISIN of the Equity Shares of the

8. (iv) KYC Form {to be filled and signed only by the first holder), Acceptance Form and

   Declaration Form (to be signed by all shareholder(s) including by joint holders of shares). The KYCForm, Acceptance Formand Declaratfon Formcan be obtainedby contacting the Company's Registrar and Share Transfer Agent at the details mentioned in Para15.2 below;

   {v) Bank account detai s of the first named holder along with copy of a self-attested cancelled cheque;

   {vi) a self-attested copy of theshareholder's (includingjoint holders) PANCard or other documents confirmingthe shareholder'sidentity;

   {vii) a self-attestedcopy of adocument confirmingtheshareholder's current address;

   {viii) Telephone number and email address of all the shareholders (lncludjng joint shareholders);

   {Ix) copies of regulatory approvals required,if any,by the shareholder for the transfer of Equity Shares to the Company;

9. any other relevant documents such as power of attorney,corporate authorizat ion (such as, board resolution/specimen signatures), notarised copy of death certificate, Reserve Bank of India approval (in case of non-resident shareholders) and succession certificate or probated will, if the originalshareholder is deceased, as applicable, either by registered post or courier or hand delivery to the Company's Broker at:lndiabulls Ventures Limited, Regd Off: M62 & 63, First Floor, Connaught Place, New Delhi 110001

   Contact: Mr.RajkumarGupta,Tel.:+91124 6681060

10. The following list of documents are admissible as Proof of Identity: {i) Unique Identificat ion Number {UID) (Aadhaar)/Passport/Voterl D card/Drivinglicense, (ii) PAN card with photograph,(ii) Identity card/document with applcant's photo, issued by any of the following: Central/State Government and its Departments, Statutory/Regulatory Authorities, Public Sector Undertakings, Scheduled Commercial Banks,Public FinancialInstitutions, Colleges affiliated to Universities, Professional Bodies such as ICAI,ICWAI,ICSI,Bar Council etc.,to their Members; and Credit cards/Debit cardsissued by Banks, {iv) Certificate of Incorporation, Memorandum&Articlesof Associat ionincase of companies, (v) Partnership Deed incase of Partnershipfirmand{vi)Trust Deedin case ofTrusts; and

{xii) The followinglist of documents admissible as Proof of Address: (I) Passport/Voters Identity Card/Ration Card/ Registered Lease or Sale Agreement of Residence/Dr iving License/Flat Maintenance bill/Insurance Copy/ Unique identification Number {UIO) (Aadhaar), (Ii) Utility bills lke Telephone Bill (only land line), Electricity bill or Gas bill ·Not more than 3 months old, (iii) Bank Account Statement/Passbook - Not more than 3 months old,{Iv) Self-declaration by High Court and Supreme Court judge s, giving the new address in respect of their own accounts, (v) Proof of address issued by any of the following: Bank Managers of Scheduled Commercial Banks/Scheduled Co-Operative Banks/Multinational Foreign Banks/Gazetted Officer/Notary publ c/elected representatives to the Legislative Assembly/Parlfament/Documents issued by any Govt. or Statutory Authority and {vi)Identity card/document with address, issued by any of the following: Central/State Government andits Departments, Statutory/Regulatory Authorities, Public Sector Undertakings, Scheduled Commercial Banks, Public Financial Institutions, Colleges affiliated to Universities and Professional Bodies such as ICAI,ICWAI ICSI, Bar Council etc., to their Members. Please note that documents havinganexpiry dateshouldbevalid on thedate of submission.

4.12 Shareholders are free to sell or hold their physical Equity Shares entirely at their discretion and that processis designedInaccordance with Buy-back Regulations only to assist those shareholders holding Equity Shares inthe physical form, who are desirous of

The Registered Office of the Company is situated at M• 62 & 63, First Floor, Connaught Place, New Delhi-110001.

6.2 The Company is engaged inthe businesses inter alia of construction and development of properties, project management, investment advisory and construction services, real estate development, consultancy services on engineering, industrial and technical matters to various industriesIncluding companies engagedInconstruction-development of real estate etc, either directly or through its subsidiaries. The Company and its subsidiaries are managed by the highly qualified professionals having wide experiencein the field of real estate development and related industries andis very well positioned to be the top player in theIndian Real estateindustry havingextended footprint across India with projects being developed in Mumbai,Panvel,Savroll,Gurgaon, Chennai, Madurai, Vadodara, Ahmedabadand Indore.

1. FINANCIALINFORMATION OFTHE COMPANY

   Particulars	Audited			Unaudited
   	Forthe year ended 31st Mar 2016	For the year ended 3-lst Mar. 2015	For the year ended 31'1Mar. 2014	f·or the half year ended 30th Sept. 2016'#
   Net Sales and Operat,m, Revenues	17.38	35.50	84.90	13.64
   Other Income	3n.95	283.19	302.70	203.10
   Total Income	395.33	318.69	387.60	216.74
   Profit I (Loss) before Extraordinarv items	57.50	9.13	157.25	11.63
   Extraordinarv Items
   Profit / loss Before Ta•	57.50	9.13	157.25	11.63
   Profit/ loss After Tax	55.16	23.06	144.SS	7.83
   Preference Dividend PaJd flncludimz Dividend Tax	-	.
   Special Interim Dividend on Equity Shares (Including Dividend Tax}
   fquitv Sharecaoital	92.34	85.00	84.80	101.31
   Redeemable Preference Share capital	.
   Share Warrants	292.12
   Reserves & Surolus excludlnR revaluation reserves	5963.71	S 674.04	5,646.10	6 288.34
   Net Worth excludin11 revaluation reserve	6 348.17	S 759.04	S 730.90	6 389.65
   loan Funds
   - Secured loans	2 858.46	2 445.37	1234.81	3029.05
   249.98	383.72	535.88	457.98

   • Unsecuredloans

2. Brieffinancial informationon the basis of audited standalone financialstatements of the Company for the last three financialyears ended 31 March 2016, 31 March 2015 and 31 March 2014 and the unaudited standalone financial statements for thesix months ended 30September 2016areasfollows: (InRs. Crores}

   Key Ratios	Fy16 (Audited)	FY15 (Audited)	Fy14 (Audited)	For the haff year ended 30.09.2016 (Unaudited)'
   famine Per Share before Extrao
   -Basic (Rs.)	1.22	0.54	3.41	0.15··
   -Diluted (Rs.)	1.22	0.54	3.41	0.15"
   Earning Per Share after Extraordinary items
   -Bas,c (Rs.)	1.22	0.54	3.41	0.15··
   -Diluted (Rs.)	J.22	0.54	3.41	0.15..
   Book Value Per Share	137.50	135.51	135.16	126.14
   OcbHquity ratio	0.49	0.49	0.31	0.55
   Return oo Net WO	0.87%	0.40%	2.52%	0.12%••

   •This has beensubjected to Umited Review bythestatutory auditor ofthe Company.

   Key Ratios	Basis
   Earning r Share - Basic	Net Profit attributable/Weighted average number of shares outstanding during the year.
   Book value Per Share	Net Worth I No. or Equity Shares outstanding
   Debt-Equity ratio	Total Debt / Net Worth
   Return on Net worth excluding revaluation reser.,e (%)	Profit after Tax / Average of current year and previous year Net Worth excluding revaluation reserve.

   # Figuresfor halfyear ended September 30, 2016are INDAS compliant. "Ratiosfor the halfyear ended September 30, 2016 are notannualized.

3. DETAILSOF ESCROW ACCOUNT

4. Inaccordance with Regulation 158 ofthe Buy-back Regulations and towards security for performance ofits obligations under the Buy-back Regulations, theCompany has entered intoan Escrow Agreement dated November 30,2016with the Merchant Banker and IDFC Bank limited("Escrow Bank")and the Company has:

5. Opened an Escrow Account bearing number 10000001077 titled "lndiabulls Real Estate limited - Buy Back Escrow Account" (the "Escrow Account") with Escrow Bank's branch situated at 4th Fioor,Naman Chambers, C-32, G·Block, Sandra Kurla Complex, Sandra East, Mumbai-400051and deposited thereincashaggregatingto Rs. 13,50,00,000/· (Rupees Thirteen Crore Fifty Lac only) , being 2.5% of the Maximum Buy-back Size ("cash Escrow"). The Company has authorized the Merchant Banker to operate the Escrow Account In compliance with the Buy-back Regulationsand the Escrow Agreement.

   (bl Arranged a bankguarantee, issued by Escrow Bank's branch situated at SoodTower, 4th Floor,East Wing, Barakhamba Road,New Delhi110001,in favor of the Merchant Banker,for an aggregated amount of Rs. 121,60,00,000/· (Rupees One Hundred Twenty One Crore Sixty Lac only) ("Bank Guarantee Escrow"), being more than

   22.5% of the Maximum Buy-back Size, which shall remain valid until 30 days after theclosureof Buy-back.

   The Company's escrow arrangement wnsisting of Cash Escrow and Bank Guarantee Escrow aggregating to Rs. 135,10,00,000/·(Rupees One Hundred Thirty Five Crore Ten Lac only) ("Escrow Amount")is more than 25% of the Maximum Buy-back Size in accordance with the Buy-back Regulations.

6. The interest on Escrow Account will not be part of this escrow arrangement. The Company has authorised the Merchant Banker to the Buy-back to operate the Escrow Account incompliance with the Buy-back Regulations.

7. The funds in the Escrow Account may be released for making payment to the shareholders subject to atleast 2.5% of the Maximum Buy-back Size remaining in the EscrowAccount atall pointsintime.

8. If the Company is not able to complete Buy-back equivalent to Minimum Buy-back Size, the amount held in the Escrow Account upto a maximum of 2.5% of the Maximum Buy· backSize,shallbe liable for forfeitureinaccordance withthe Buy-back Regulations.

9. The balancelying to thecredit of the Escrow Account will be released to the Company on completion of all obligations andin accordance withBuy-back Regulations.

10. LISTINGDETAILSAND STOCK MARKET DATA

11. The Equity Shares of the Company are listed on the Stock Exchanges and GDRs of the Company are listed on LuxembourgStock Exchange.

12. The high,low and average market prices of the Equity Shares for the preceding three years and the monthly high, low and average market prices of the Equity Shares for the six months preceding the date of this Public Announcement and their corresponding volumeson the BSEand the NSE are as follows:

    (A) At BSElimited (BSE)

    Time Period	High Price			Low Price			Average closing Price	Total Volume traded for the per od (In i.,,cs)
    	Price ln(Rs)	Date	Volume (In Lacs)	Price in (Rs)	Date	Volume (In lacs)
    12 months ended
    31st March,2014	8730	17.05.20U	1500.84	45.10	26.02.2014	363.71	63.04	170090.91
    31st March, 2015	109.45	04.06.2014	5518.17	53.20	01.04.2014	946.99	75.29	313665.04
    31st March,2016	73.55	20.10.2015	719.68	41.00	18.06.2015	408.10	58.26	174798.60
    Last 6 Months
    November, 2016	88.20	01.11.2016	1532.65	57.05	22.11.2016	1005.57	71.12	28700.57
    October,2016	96.00	05.10.2016	UU.72	so.so	13.10.2016	1072.88	86.58	16262.83
    September, 2016	97.10	29.09.2016	3240.88	77.80	02.09.2016	488.07	86.30	26742.73
    August, 2016	94.00	02.08.2016	754.70	79.45	29.08.2016	605.02	85.U	16726.96
    July, 2016	99.20	04.07.2016	1380.14	83.60	20.07.2016	906.86	90.89	29030.26
    June,2016	102.90	01.06.2016	1459.93	77.00	24.06.2016	3422.25	95.35	32641.07

    Source:www.bseindia.com

    BJ At NationalStock Exchange oflndia Ltd(NSE)

    Time Period	HighPrke			low Price			Average closing Price	Total Volume traded for the period (In i.,,cs)
    	Price in (Rs)	Date	Volume (In i.,,cs)	Price in (Rs)	Date	Volume (In'-"«)
    12 months ended
    31st March, 2014	87.30	17.05.2013	6327.57	45.10	26.02.2014	1989.85	63.03	883953.39
    31st March,2015	109.80	04.06.2014	35344.62	53.50	01.04.2014	6241.69	75.26	1688859.66
    31st March,2016	74.00	08.04.2015	6811.96	41.00	18.06.2015	2344.83	58.27	U00666.27
    Last 6 Months
    November.2016	88.20	01.11.2016	4342.07	57.00	22.11.2016	8121.43	71.15	179130.76
    October,2016	96.20	05.10.2016	10132.53	80.60	13.10.2016	10358.93	86.57	144376.90
    September,2016	97.15	29.09.2016	34150.63	77.80	02.09.2016	4797.18	86.32	228216.32
    Augus	94.00	02.08.2016	7764.15	79.40	29.08.2016	4536.35	85.12	149820.70
    July, 2016	99.20	04.07.2016	11344.52	83.65	20.07.2016	6294.13	90.92	226102.30
    June, 2016	102.90	01.06.2016	10905.77	86.35	27.06.2016	16381.57	95.34	257549.17

    Source:www.nseindla.com

13. There hasbeen nochange in theequity share capitalof the Company, involving fixationof record date for issue of bonus issue,rightsissue or consoldation of equity shares etc duringtheperiodof data givenabove.

14. Theclosingmarket prices of theShares ofthe Companyon November 25, 2016 i.e. on the

15. first trading date immediately after the date of the resolution of the Board or Directors

16. The present capital structureof the Company and the proposed capitalstructure of the Company postcompletionof the Buy-back will be,asfollows:-:

    Authoriz.ed	Amount (Rs.) (ason the date of the Public Announcement)	Amount(Rs) (Post Buy-back)'
    750.000,000 Equity Shares of Rs. 2/- each	150 00,00.000	150,00 00,000
    364,000,000 Preference Shares of Rs. 10/ eacJ,	364,00,00,000	364,00,00,000
    Total	514,00,00,000	S14,00,00,000
    Issued, Subscribed and Paid up
    Equity Shares of Rs.2/ each	101,33,28,678	89,33,28,678

    •Assumingthe Company buysbackthe Maximum Buy-back Shares.

    Particulars	Numbe.r of Outstanding Convertible Instruments	Resultant Equity shares on conversion
    Stock Options	1,08.95 000	1.08,95,000

17. Ason November 18,2016, there are nopartly paidupequity shares, nocall-in-arrears and no outstandinginstruments e-0nvertible into Equity Shares of the Company,except the following:

    Presently the Company also has outstanding 5 08,150 number of GDR, underlying 5,08,150equity shares.

18. Interms of Buy-back Regulations,the Companyshallnotissue and allot any equity shares Including by way of bonusissue or convert any outstandinginstruments,stock optionor otherwisetillthe closureof the Buy-back.

    Name of the shareholder	Outstanding Number of Shares Pre-Buy·back	Pre·Buy back Percentage Holding(%!	•indicative Number of Shares Post-Buy-back	•1ndieative- Buy-back Percentage Holding(%)
    A) Promoter and Promoter Group
    Indian	24,06,43,057	47.50	24.06.43.057	53.88
    Foreign	0.00	0.00
    Subtotal (Al	24,06,43,057	47.50	24 06,43,057	53.88
    B) Public Shareholding
    Institutions	20,60,21,282	46.12
    Mutual Fund/UTI			78,80.000	1.56
    Finantial Institutions/Bank			12.68,160	0.25
    Foreign lnstltutlonallnvestors/FPI			9,54.84.601	18.85
    Non-Institutions
    Body Corporate/NBFC			10,66.28,159	21.05
    Individual Shareholders			4,8810 563	9.63
    Others			59,49,799	1.17
    Subtotal (B)	26,60,21,282	52.50	20 60,21,282	46.12
    Total(A+B)	50.66,64.339	100.00	44 66 64,339	100.00

19. The shareholdingpattern of the Company as of November 18, 2016 (pre Buy-back), and post the Buy-back (assumingtheCompany buys backthe Maximum Buy-back Shares) isas shown below:

•The shareholding pattern post Buy-back may differ dependingon the actualnumber of Equity Shares bought back under the Buy-back .

1. SHAREHOLDING OFTHE PROMOTERS

   11.l Theaggregate shareholdingof the Persons inControl,asondate ofthis PA,is 240,643,057 Equity Shares,representing 47.50% of the existing paid-up share capital of the Company. The detailof theirshareholdingis depicted inpara 4.1of PartA hereinabove.

   11.2 The Persons in Control have neither purchased nor sold any equity shares of the Company duringthe period of 12 months preceding the date of this PA, save and except the issue and allotment of 4,36,00,000 equity shares of face value of Rs. 2 each of the Company, on lSTApril 2016, at theissue priceof Rs 67/- (includinga premiumof Rs 65/-) perequity share, to Promoter group entitiesnamely,SGlnfralands Private Limited and SG Oevbuild Private Limited, upon conversion of equivalent number of warrants held by these promoter group entities.The details aredepicted inpara 4.2 of Part A hereinabove.

2. The Persons in Control are not permitted to deal in the equity shares on the Stock Exchanges or off-market,includinginter-se transfer of equity shares amongst them from the date of the Boardapprovaluntil the last date for the Buy-back as specified inPara 3 of Part Bhereinabove.

3. Pursuant to the proposed Buy-back of Equity Shares and depending on the response to the Buy-back, the voting rightsof the Persons inControl (Promoter and Promoter Group) may increase by over 5% of the outstanding equity capital.The Persons in Controlare already incontrolover the Company and therefore such further increase invotingrights of the Persons in Control will not result in any change in control over the Company. Further,the Persons in Control,who are also the Directors of the Company, in their capacity as Directors,neither participated in the meeting of the Board of Directors held on November 24, 2016, where the proposal for Buy-back was considered and approved by the Board of Directors, nor voted on the resolution,authorizing the Buy-back under sect ons 68, 69 and 70of the Companies Act. Therefore, intermsof regulation 10(4)(c) of the SEBI (SubstantialAcquisition of shares and Takeovers) Regulations, 2011,despite the increase in votingrights of the Persons in Control by over 5%, the Persons inControlare exempt from an obligation to make anopen offerunder the SEBI (SubstantialAcquisition of Shares and Takeovers) Regulations, 2011. Moreover,such increase in Persons in Control'sholdingwill beconsequent ialandindirect innature and the resultant holdingof the Persons in Control after the Buy-back shall be within the maximum limit of 75% for non-public shareholdingin the Company as prescribed under the SEBI LODR Regulations read with the Securities Contracts (Regulations) Rules, 1957.

4. MANAGEMENT DISCUSSION AND ANALYSIS ONTHE LIKELYIMPACT OFTHE BUY-BACK ONTHE COMPANY.

5. This Buy-back is not likely to cause any materialimpact on the earnings of the Company except for the cost of financing the Buy-back, being a reduction In the treasury income that the Company couldhaveotherwiseearnedon thefunds deployed for the Buy-back.

6. The Buy-back of Equity Shares will result in reductionIn share capital and consequently

7. There will be no change in the aggregate number of equity shareholding of Persons in Control as a result of the Buy-back. However the holding and voting rights of Promoters and the Personsin Control,as a result of the Buy-back would stand increased to 53.88%, assumingthe Company buys back the Maximum Buy-back Shares. The Promoters will not offershares heldbythem under the Buy-back. The Buy-back willnotresultinany changein thecontrolof the Company.

8. Consequent to the Buy-back and based on the number of shares bought back from the public shareholders, the shareholdingpattern of the Company (including the holdings by NRls/Flls etc.) would undergo a consequential change but would be in compliance with Clause 38 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 andsubsequent amendments thereto.

9. As required under section 68(2)(d) of the Companies Act,2013, post the Buy-back, the ratio of the aggregate of secured and unsecured debt owed by the Company shall not be more than twice the paid up equity share capitaland free reserves of the Company post Buy-back.

10. The Company shall not raise further capital for a period of one year from the date of closure of Buy-back, except in discharge of its subsisting oblgations like allotment of shares under employee stock option scheme etc.,and the Company shall not issue any shares or other specified securities includingbyway ofissue of bonusshares till the dateof closure of the Buy-back.

11. The Company shall not withdraw the Buy-back offer after a publ c announcement is made through this PublicAnnouncement.

1. STATUTORY APPROVALS

2. Pursuant to Sections 68, 69,70 and other applicableprovisionsof the Companies Act,2013 and the Rules, iiany, there under and the Buy-back Regulations, the Company has obtainedtheBoardapproval as mentioned above.

3. The Buy-back from each shareholder is subject to all statutory consents and approvals as may be required by such shareholder under applicable laws and regulations. The shareholders shall be solely responsible for obtaining all such statutory consents and approvals (including, without limitation the approvals from the Reserve Bank ofIndia, if any) as may be required by them in order to sell their equity shares to the Company pursuant to the Buy-back. Shareholders would be required to provide copies of all such consents and approvalsobtainedby them tothe Company's Broker.

4. The Buy-back shall be subject to such necessary approvals as mayberequiredandthe Buy­ back from overseas corporate bodies and other applicable categories, shallbe subject to such approvals of the Reserve Bank of India, if any, under the Foreign Exchange Management Act, 1999.

5. To the bestof the knowledge of the Company, no other statutory approvalsare required by it for the Buy-back,as on the date of this PublicAnnouncement. Subject to the obligation of the shareholders to obtain the consents and approvals necessary for transfer of their equity shares to the Company, the Company shall obtain such statutory approvals as may be required, from time to time, iiany, for completion of the Company's obligations in relationto the Buy-back.

7. COLLECTION AND BIDDING CENTRES

   14.l The Buy-back will be implemented by the Company by way of open market purchases through the Stock Exchanges using their nationwide trading terminals. Therefore, the requirement of havingcollection centres and biddingcentresis notapplicable.

8. COMPLIANCE OFFICER ANO INVESTORS RELATIONSCENTRE

9. Mr. Ravi Telkar, Company Secretary of the Company has been appointed as the Compliance Officer for the Buy-back in terms of Regulation 19(3) of the Buy-back Regulations. His contact details are: lndiabulls Real Estate limited, 'lndiabulls Finance Centre', Tower • 1, 16th Floor, Elphinstone Mills Compound,Senapati Bapat Marg, Elphinstone Road, Mumbai - 400 013, Tel: +91 22 6189 9700, Fax: +91 22· 6189 1421, Email:rtelkar@indiabulls.com

10. The Company's Registrar and Share Transfer Agent - M/s.Karvy Computershare Pvt Limited, having their office at Karvy Selenium, Tower B, Plot No.31-32, Gachibowli, Financial District,Nanakramguda, Hyderabad- 500032 (E-mail:einward.ris@karvy.com, Tel.:+91040-67162222), are appointed asthe investor service centre for the purposes of the Buy-back, intermsof Regulation 19(3) oltheBuy-back Regulations.

11. MANAGER/ MERCHANT BANKERTOTHE BUY-BACK

    DA

    Manager to the Offer(" Merchant Banker")

    0& A FINANCIAL SERVICES(Pl LIMITED

    13,Community Centre, East of Kailash, New Delhi- 110065. Tel nos.:011 26419079/ 26218274; Fax no.:011•26219491;

    Email:dafspl@gmall.com,lnvestors@dnaflnserv .com Contact Person:Mr.Priyaranjan

12. DIRECTORS' RESPONSIBILITY

13. As per Regulation 19(1)(a) of the Buy-back Regulations, the Board accepts responsibility for the information contained in this Public Announcement and for the information contained in all other advertisem*nts, circulars, brochures, publicity materials etc. which may be issued in relation to the Buy-back and confirm that the informationin such documents contains and will contain true, factual and materialinformation and does not and will not contain any misleading information.

    Forandon behalf of the Boardof Directorsoflndiabulls Real Estate Limited

    approving the Buy-back was Rs. 70.SS per Equity Share on BSE and Rs 70.65 per Equity Share on NSE.(Source: BSE and NSEwebsites)

    10. PRESENT EQUITY CAPITALSTRUCTURE AND SHAREHOLDINGPATTERN

    expected to be EPS accretive. The Company believes that the Buy-back is expected to result inoverallenhancement of theshareholder's value.

    12.3 Consequent to the Buy-back and based on the number of Equity Shares bought back by the Company from its equity shareholders, their shareholdingwould undergo a change.

    Sd/­

    Vishal Damani

    (Jt Managing Director)

    Date:December 2, 2016 Place: New Delhi

    Sd/­

    GurbansSingh

    (Jt Managing Director)

    Sd/­

    RaviTelkar (Company Secretary)