Sobha : Update on Buyback of Equity Shares of the Company.

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SO B H A

J une 2 1, 2016 PASSION A T WOR K

The Manager - Listi ng BSE Limited

(BSE: 532784)

The Manager - Listing

Nationa l Stock Exchange of India Li mited. (NSE: SOBHA)

Dear Sirs,

Su b: Upda tes rega rding the buyback of u p to 22,75,000 (Twenty Two Lakhs Seventy Five Thousand) fully pa id up Eq uity Shares of Sobha Limited (the "Com pany") of the face value of Rs. 10 (Ru pees Ten only) each at Rs.330 (Rupees Three Hund red Thirty only) per Eq uity Sha re ("Buyback")

This is to inform you that the Company, has through letter dated June 15, 2016 (the "Observation Letter"), recei ved final observations from the Securities and Exchange Board of India on the draft Letter of Offer for the Buyback dated May 30, 2016. [n accordance with the Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998, the Company will dispatch the Letter of Offer for the Buyback to eligible shareholders appearing on the record

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date ofJune 6, 2016, on oc befo.re June.22, 20_ l 6. '

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You are requested to take not the 'following schedule of activities in relation to the Buyback:

Date of Opening of the Buy Back Offer Period	Wednesday, June 29, 2016
Date of Closing of the Buy Back Offer Period	Wednesday , July 13, 2016
Last date and time for recei pt of the completed Tender Forms and other specified documents incl udi ng physical share ce11ificates by the Registrar and Transfer Agent	Friday, July 15, 20 16 (by 5:00 PM)
Last date of Settlement of bids on the Stock Exchange	Friday, July 22, 20 16

A copy of the Letter of Offer in relation to the Buyback is enclosed and will also be available on the investors section of the website of the Company at www .sobh a .co m.

This is for your information and record. Thanking you,

SHORE YARAT

COMPANY SECRETARY & COMPLIANCE OFFICER

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ENCL: As above.

SOBHA LIMITED (formerly SOBHA DEVELOPERS LTD.)

REGD & CORPORATE OFFICE . 'SOBHA', SARJAPUR - MARATHAHALLI OUTER RING ROAD (ORR). DEVARABISANAHA LLI. BELLANDUR POST BANGALORE ·560 103. INDIA J CIN: L4520 1 KAl995PLCO l8475 J TEL :[phone] I FAX : [phone] I www.sobha.com

LETTER OF OFFER THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Letter of Offer is being sent to you as a, registered Equity Shareholder (as defined hereinafter) of, Sobha Limited (the "Company") as on the Record Date (as defined hereinafter), in accordance with the provisions of the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998, as amended (the "Buyback Regulations"). If you require any clarifications about the action to be taken, you should consult your stock broker or your investment consultant or the Manager to the Buyback i.e. ICICI Securities Limited or the Registrar to the Buyback i.e. Link Intime India Private Limited.

Please refer to the section on "Definitions" for the definitions of the capitalized terms used herein and not having a specific definition ascribed to such

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capitalised term.

SOBHA LIMITED (Formerly Sobha Developers Limited) Registered Office and Correspondence Address: 'SOBHA', Sarjapur - Marathahalli Outer Ring Road (ORR), Devarabisanahalli, Bellandur Post, Bangalore, Karnataka, 560103 Tel. No.: 080-49320000; Fax: [phone]; E-mail: [e-mail]; Website: www.sobha.com; Corporate Identification Number (CIN): L45201KA1995PLC018475 Contact Person: Kishore Kayarat, Company Secretary and Compliance Officer; Tel. No.: 080-49320000, Extn: 6024; Fax: [phone]; E-mail: [e-mail]
Cash offer to buyback up to 22,75,000 (Twenty Two Lakhs Seventy Five Thousand) fully paid-up equity shares of face value Rs.10 (Rupees Ten only) each ("Equity Share"), representing up to 2.32% of the total paid-up Equity Share capital of the Company, from all the Equity Shareholders of the Company as on the Record Date, on a proportionate basis, through the "Tender Offer" route, at a price of Rs.330 (Rupees Three Hundred Thirty only) per Equity Share ("Buy-back Price"), for an aggregate amount of up to Rs.75,07,50,000 (Rupees Seventy Five Crores Seven Lakhs Fifty Thousand only) (the "Buyback Size"). As required under the Buyback Regulations, Equity Shares to be bought back are divided into two categories: (i) reserved category for Small Shareholders (as defined hereinafter); and (ii) general category for all other shareholders. 1. The Buyback is in accordance with Section 68, 69, 70 and other applicable provisions of the Companies Act, 2013 (the "Companies Act"), the Buyback Regulations, Article 66 of the Articles of Association of the Company and is subject to other approvals, permissions and exemptions as may be required from time to time from any statutory and/ or regulatory authority and which may be agreed to by the Board and/ or any sub-committee thereof. 2. The Buyback Size is 3.08% of the paid-up equity share capital and free reserves as per the latest audited balance sheet of the Company for the financial year ended March 31, 2016 (as approved by the Board and being the latest audited balance sheet available as on the date of the Board meeting recommending the proposal of the Buyback, held on May 19, 2016) and is within the statutory limits of 10% of the total paid-up equity share capital and free reserves as per the latest audited balance sheet of the Company. The maximum number of Equity Shares proposed to be bought back represent 2.32% of the total number of Equity Shares in the paid-up share capital of the Company. This Letter of Offer is sent to the Equity Shareholder(s) on the Record Date i.e June 6, 2016. The procedure for tendering and settlement is set out in Paragraph 20 on page 31 of this Letter of Offer. The Form of Acceptance-cum- Acknowledgement (the "Tender Form") is enclosed together with this Letter of Offer. For mode of payment of consideration to the Eligible Sellers, please refer to Paragraph 20 on page 31 of this Letter of Offer. A copy of the Public Announcement and the Letter of Offer (including the Tender Form) shall also be available on the website of Securities and Exchange Board of India- http://www.sebi.gov.in. Equity Shareholders are advised to refer to Details of the Statutory Approvals and Note on Taxation in Paragraphs 17 and 21 on page 26 and 38, respectively, of this Letter of Offer, before tendering their Equity Shares in the Buyback.
BUY BACK OPENS ON: June 29, 2016 BUY BACK CLOSES ON: July 13, 2016 LAST DATE/ TIME OF RECEIPT OF COMPLETED APPLICATION FORMS AND OTHER SPECIFIED DOCUMENTS INCLUDING PHYSICAL SHARE CERTIFICATES BY THE REGISTRAR: Link Intime India Private Limited, C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (W), Mumbai, Maharashtra 400078
MANAGER TO THE BUY BACK	REGISTRAR TO THE BUY BACK
ICICI Securities Limited Address: ICICI Centre, H.T. Parekh Marg, Churchgate, Mumbai 400 020, Maharashtra, India Tel.: [phone] Fax: [phone] Email: [e-mail] Website: www.icicisecurities.com Contact Person: Prem D'Cunha/ Govind Khetan SEBI Regn. No.: INM000011179 Validity Period: Permanent Corporate Identity Number: U67120MH1995PLC086241	Link Intime India Private Limited Address: C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (W), Mumbai, Maharashtra 400078 Tel.: [phone] Fax: + 91 22 2596 0329 Email: [e-mail] Website: www.linkintime.co.in Contact Person: Mr. Ganesh Mhatre SEBI Regn. No.: INR000004058 Validity Period: Permanent Corporate Identity Number: U67190MH1999PTC118368

TABLE OF CONTENTS

1. SCHEDULE OF ACTIVITIES 1

2. DEFINITION OF KEY TERMS 1

3. DISCLAIMER CLAUSE 4

4. TEXT OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS 5

5. DETAILS OF THE PUBLIC ANNOUNCEMENT 7

6. DETAILS OF THE BUY BACK 8

7. AUTHORITY FOR THE BUY BACK 9

8. NECESSITY OF THE BUY BACK 9

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

10. BASIS OF CALCULATING THE BUYBACK PRICE 13

11. SOURCES OF FUNDS FOR THE BUY BACK 14

12. DETAILS OF THE ESCROW ACCOUNT AND THE AMOUNT DEPOSITED THEREIN 14

13. CAPITAL STRUCTURE AND SHAREHOLDING PATTERN 15

14. BRIEF INFORMATION OF THE COMPANY 16

15. FINANCIAL INFORMATION ABOUT THE COMPANY 23

16. STOCK MARKET DATA 24

17. DETAILS OF THE STATUTORY APPROVALS 26

18. DETAILS OF THE REGISTRAR TO THE BUY BACK 26

19. PROCESS AND METHODOLOGY FOR THE BUYBACK 27

20. PROCEDURE FOR TENDER OFFER AND SETTLEMENT 31

21. NOTE ON TAXATION 38

22. DECLARATION BY THE BOARD OF DIRECTORS 42

23. AUDITORS CERTIFICATE 43

24. DOCUMENTS FOR INSPECTION 45

25. DETAILS OF THE COMPLIANCE OFFICER 46

26. DETAILS OF THE REMEDIES AVAILABLE TO THE EQUITY SHAREHOLDERS 46

27. DETAILS OF INVESTOR SERVICE CENTRE 46

28. DETAILS OF THE MANAGER TO THE BUY BACK 47

29. DECLARATION BY THE DIRECTORS REGARDING AUTHENTICITY OF THE INFORMATION IN THE LETTER OF OFFER. 48

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1. SCHEDULE OF ACTIVITIES

   Activity	Date
   Date of the Board meeting to approve the proposal for Buyback of Equity Shares	May 19, 2016
   Date of publication of Public Announcement for the Buyback	May 23, 2016
   Record Date for determining the Buyback Entitlement and the names of Eligible Sellers	June 6, 2016
   Buyback opens on / date of opening of Buyback	June 29, 2016
   Buyback closes on / date of closing of Buyback	July 13, 2016
   Last date of receipt of completed Tender Forms and other specified documents including physical share certificates by the Registrar and Transfer Agent	July 15, 2016
   Last date of verification by Registrar	July 20, 2016
   Last date of providing Acceptance / Rejection to the Stock Exchange by the Registrar	July 20, 2016
   Last date of settlement of bids on the Stock Exchange	July 22, 2016
   Last date of dispatch of share certificate(s) by RTA / return of unaccepted demat shares by Stock Exchange to Selling Member	July 22, 2016
   Last date of extinguishment of Equity Shares	July 29, 2016

   Note: Where last dates are mentioned for certain activities, such activities may happen on or before the respective last dates

2. DEFINITION OF KEY TERMS

Acceptance	Acceptance of fully paid-up Equity Shares tendered by Eligible Sellers in the Buyback Offer.
Additional Equity Shares	Additional Equity Shares tendered by an Eligible Seller over and above the Buyback Entitlement of such Equity Shareholder.
Articles	Articles of Association of the Company.
Board/ Board of Directors	Board of Directors of the Company.
BSE	BSE Limited.
Buyback/ Offer	Offer by the Company to buy back up to 22,75,000 (Twenty Two Lakhs Seventy Five Thousand) fully paid-up Equity Shares at the Buyback Price per Equity Share from the Eligible Sellers, through the Tender Offer route on a proportionate basis.
Buyback Committee	The Buyback Committee comprising Mr. P Ramakrishnan, Deputy Managing Director and Mr. Subhash Mohan Bhat, Chief Financial Officer, constituted and authorized for the purposes of the Buyback by a resolution dated May 19, 2016 of the Board of Directors. Additionally, Mr. Kishore Kayarat, Company Secretary and Compliance Officer is the Secretary to the Buyback Committee.
Buyback Entitlement	The number of Equity Shares that an Eligible Seller is entitled to tender in the Buyback, based on the number of Equity Shares held by that Eligible Seller, on the Record Date and the ratio of Buyback

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