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DRAFT RED HERRING PROSPECTUS

Dated July 12, 2010


Please read section 60B of the Companies Act, 1956
(The Draft Red Herring Prospectus will be updated upon filing with the RoC)
100% Book Building Issue

ENTERTAINMENT WORLD DEVELOPERS LIMITED


The Company was incorporated on July 22, 1999 as ‘R.M.M. Construction Private Limited’ as a private limited company under the Companies Act, 1956, as amended
(the “Companies Act”). The name of the Company was changed to ‘Entertainment World Developers Private Limited’ on February 28, 2003. The name of the Company
was further changed to Entertainment World Developers Limited on conversion into a public limited company on February 5, 2010. For further details of changes in the
name and registered office of the Company, see “History and Certain Corporate Matters” on page 106 of this Draft Red Herring Prospectus.
Registered Office: G-16, R. R. Hosiery Building, Shree Laxmi Woolen Mills, Opp. Shakti Mills Compound, Off. Dr. E. Moses Road, Mahalaxmi, Mumbai 400 011
Corporate Office: 6th Floor, Treasure Island, 11, M.G. Road, Tukoganj, Indore 452 001
Contact Person: Bimal K. Nanda, Company Secretary and Compliance Officer
Tel: (91 22) 4045 0555; Fax: (91 22) 4045 0512; Email: investorrelations@ewdpl.com; Website: www.ewdpl.com
Promoters of the Company: Manish Kalani, Kalani Brothers (Indore) Private Limited and Padma Homes Private Limited
PUBLIC ISSUE OF 38,928,943 EQUITY SHARES OF Rs. 10 EACH (“EQUITY SHARES”) OF ENTERTAINMENT WORLD DEVELOPERS LIMITED (THE “COMPANY”
OR THE “ISSUER” OR “EWDL”) FOR CASH AT A PRICE OF Rs. [l] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF Rs. [l] PER EQUITY SHARE)
AGGREGATING TO Rs. [l] MILLION (THE “ISSUE”). THE ISSUE WILL CONSTITUTE 30% OF THE POST-ISSUE PAID-UP CAPITAL OF THE COMPANY.
THE FACE VALUE OF EQUITY SHARES IS Rs. 10 EACH. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY THE
COMPANY IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS (“BRLMs”) AND WILL BE ADVERTISED AT LEAST TWO WORKING DAYS
PRIOR TO THE BID/ISSUE OPENING DATE.
In case of any revision to the Price Band, the Bid/Issue Period will be extended by three additional working days after such revision of the Price Band, subject to the Bid/
Issue Period not exceeding 10 working days. Any revision in the Price Band and the revised Bid/Issue Period, if applicable, will be widely disseminated by notification to
the Bombay Stock Exchange Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”), by issuing a press release, and also by indicating the change
on the website of the BRLMs and at the terminals of the other members of the Syndicate.
In terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957 (“SCRR”), this is an issue for more than 25% of the post-Issue capital. The Issue is being
made through the 100% Book Building Process wherein at least 50% of the Issue shall be allocated on a proportionate basis to Qualified Institutional Buyers (“QIB”)
Bidders. 5% of the QIB Portion (excluding Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of
the QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the
Issue Price. Further, not less than 15% of the Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the
Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price. If at least 50%
of the Issue cannot be Allotted to QIBs, then the entire application money shall be refunded forthwith. Potential investors other than Anchor Investors may participate in
this Issue through an Application Supported by Blocked Amount (“ASBA”) process providing details about the bank account which will be blocked by the Self Certified
Syndicate Banks (“SCSBs”) for the same. For details, see “Issue Procedure” on page 332 of this Draft Red Herring Prospectus.
RISK IN RELATION TO THE FIRST ISSUE
This being the first public issue of the Company, there has been no formal market for the Equity Shares of the Company. The face value of the Equity Shares is Rs.10
and the Issue Price is [l] times of the face value. The Issue Price (has been determined and justified by the Company, and the BRLMs as stated under the section on
“Basis for Issue Price” on page 45 of this Draft Red Herring Prospectus) should not be taken to be indicative of the market price of the Equity Shares after the Equity
Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be
traded after listing.
IPO GRADING
This Issue has been graded by [l] as [l], indicating [l]. For details, see “General Information” on page 18 of this Draft Red Herring Prospectus.
GENERAL RISKS
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take
the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. In taking an investment
decision, investors must rely on their own examination of the Company and the Issue, including the risks involved. The Equity Shares offered in the Issue have not
been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents. Specific
attention of the investors is invited to “Risk Factors” on page xi of this Draft Red Herring Prospectus.
ISSUER’S ABSOLUTE RESPONSIBILITY
The Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard
to the Company and the Issue, which is material in the context of the Issue, that the information contained in this Draft Red Herring Prospectus is true and correct in all
material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the
omission of which make this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any
material respect.
LISTING
The Equity Shares offered through this Draft Red Herring Prospectus are proposed to be listed on the BSE and the NSE. We have received an ‘in-principle’ approval from
each of the BSE and the NSE for the listing of the Equity Shares pursuant to the letters dated [l] and [l], respectively. For the purposes of the Issue, the Designated
Stock Exchange shall be [l].

BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE

ICICI Securities Limited* Kotak Mahindra Capital Company Edelweiss Capital Limited Link Intime India Private Limited
ICICI Centre, H. T. Parekh Marg Limited 14th floor, Express Towers C-13, Pannalal Silk Mills Compound
Churchgate, Mumbai 400 020 1st Floor, Bakhtawar Nariman Point, Mumbai 400 021 L.B.S Marg,
Tel: (91 22) 2288 2460 229 Nariman Point, Mumbai 400 021 Tel: (91 22) 4086 3535 Bhandup (West)
Fax: (91 22) 2282 6580 Tel: (91 22) 6634 1100 Fax: (91 22) 4086 3610 Mumbai 400 078
E-mail: ewdpl.ipo@icicisecurities.com Fax: (91 22) 2283 7517 Email: ewdpl.ipo@edelcap.com Tel: (91 22) 2596 0320
Investor Grievance Email: Email: ewdpl.ipo@kotak.com Investor Grievance Email: Fax: (91 22) 2596 0329
customercare@icicisecurities.com Investor Grievance Email: customerservice.mb@edelcap.com Email: ewdl.ipo@linkintime.co.in
Website: www.icicisecurities.com kmcceredressal@kotak.com Website: www.edelcap.com Website: www.linkintime.co.in
Contact Person: Mangesh Ghogle / Website: www.kotak.com Contact Person: Neetu Ranka Contact Person: Chetan Shinde
Vishal Kanjani Contact Person: Chandrakant Bhole SEBI Registration No.: SEBI Registration No.: INR000004058
SEBI Registration No.: INM000011179 SEBI Registration No.: INM000008704 INM0000010650
* ICICI Securities Limited has made an
application on April 7, 2010 with SEBI for
renewal of its certificate of registration
BID/ ISSUE PROGRAMME*
BID/ISSUE OPENS ON: [l] * BID/ISSUE CLOSES ON: [l] **
*
The Company may consider participation by Anchor Investors. The Anchor Investor Bid/ Issue Period shall be one working day prior to the Bid/ Issue Opening Date.
**
The Company may consider closing the Bid/Issue Period for QIBs one day prior to the Bid/Issue Closing Date.
TABLE OF CONTENTS

SECTION I: GENERAL ........................................................................................................................................... I


DEFINITIONS AND ABBREVIATIONS .................................................................................................................... I
PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA .................................................................... IX
FORWARD-LOOKING STATEMENTS .................................................................................................................... X
SECTION II: RISK FACTORS ................................................................................................................................. XI
SECTION III: INTRODUCTION ............................................................................................................................... 1
SUMMARY OF INDUSTRY ..................................................................................................................................... 1
SUMMARY OF BUSINESS ..................................................................................................................................... 4
SUMMARY FINANCIAL INFORMATION ......................................................................................................... ....... 10
THE ISSUE .............................................................................................................................................................. 17
GENERAL INFORMATION ...................................................................................................................................... 18
CAPITAL STRUCTURE ........................................................................................................................................... 26
OBJECTS OF THE ISSUE ....................................................................................................................................... 38
BASIS FOR ISSUE PRICE ...................................................................................................................................... 45
STATEMENT OF TAX BENEFITS ........................................................................................................................... 48
SECTION IV: ABOUT THE COMPANY .................................................................................................................. 58
INDUSTRY OVERVIEW ........................................................................................................................................... 58
BUSINESS ............................................................................................................................................................... 76
REGULATIONS AND POLICIES ............................................................................................................................. 100
HISTORY AND CERTAIN CORPORATE MATTERS .............................................................................................. 1
06
MANAGEMENT........................................................................................................................................................ 113
SUBSIDIARIES AND JOINT VENTURE .................................................................................................................. 1
29
PROMOTERS AND PROMOTER GROUP ............................................................................................................. 149
GROUP COMPANIES .............................................................................................................................................. 1
55
RELATED PARTY TRANSACTIONS ...................................................................................................................... 160
DIVIDEND POLICY .................................................................................................................................................. 1
61
SECTION V: FINANCIAL INFORMATION .............................................................................................................. 1
62
FINANCIAL STATEMENTS ..................................................................................................................................... 162
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION ............... 266
FINANCIAL INDEBTEDNESS ................................................................................................................................. 286
SECTION VI: LEGAL AND OTHER INFORMATION ............................................................................................. 288
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ........................................................................ 2
88
GOVERNMENT APPROVALS ................................................................................................................................. 2
95
OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................................................ 314
SECTION VII: ISSUE INFORMATION .................................................................................................................... 325
TERMS OF THE ISSUE .......................................................................................................................................... 325
ISSUE STRUCTURE ............................................................................................................................................... 328
ISSUE PROCEDURE .............................................................................................................................................. 332
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ............................................................. 361
SECTION VIII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION................................................................ 365
SECTION IX: OTHER INFORMATION ................................................................................................................... 380
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ....................................................................... 380
DECLARATION ....................................................................................................................................................... 382
SECTION I: GENERAL

DEFINITIONS AND ABBREVIATIONS

General Terms

Term Description
“EWDL”, “the Company” or the Unless the context otherwise indicates or implies, refers to Entertainment World
“Issuer” Developers Limited, a company incorporated under the Companies Act and
having its registered office at G-16, R. R. Hosiery Building, Shree Laxmi
Woolen Mills, Opp. Shakti Mills Compound, Off. Dr. E. Moses Road,
Mahalaxmi, Mumbai 400 011
“We”, “us” or “our” Unless the context otherwise requires, means the Company, its Subsidiaries and
joint venture
Joint Venture The joint venture of the Company as disclosed in “Subsidiaries and Joint
Venture” on page 129 of this Draft Red Herring Prospectus
Subsidiaries The subsidiaries of the Company as disclosed in “Subsidiaries and Joint
Venture” on page 129 of this Draft Red Herring Prospectus

Company Related Terms

Term Description
AEWDPL Annapoorna Entertainment World Developers Private Limited
Articles/Articles of Association Articles of Association of the Company
ATBPL Amaravati Treasure Bazaar Private Limited
Auditor The statutory auditor of the Company, Deloitte Haskins & Sells, Chartered
Accountants
BCCL The Baroda Commercial Corporation Limited
Board/Board of Directors The board of directors of the Company or a duly constituted committee thereof
CEO Chief Executive Officer
CEWPL Chandigarh Entertainment World Private Limited
Completed Projects Projects where construction has been completed and where the revenues of the
project have started
Corporate Office 6th Floor, Treasure Island, 11, M. G. Road, Tukoganj, Indore 452 001
CRPL Cassandra Realty Private Limited
CTIPL Chandigarh Treasure Island Private Limited
Directors The director(s) of the Company, unless otherwise specified
DPPL Dazzling Properties Private Limited
EFSHPL EWDPL Five Star Hospitality Private Limited
ERHPL EWDPL Residential Holdings Private Limited
EWDAPL Entertainment World Developers Amritsar Private Limited
EWDBPL Entertainment World Developers Bijalpur Private Limited
Forthcoming Projects Projects in which the necessary legal documents relating to acquisition of land or
development rights have been executed, key land related approvals are being
obtained and management has prepared an initial design plan of the project or an
architect has been appointed and a detailed architect plan is in the process of
being prepared
Group Companies Companies, firms and ventures promoted by the Promoters, irrespective of
whether such entities are covered under section 370(1)(B) of the Companies Act
or not and disclosed in “Group Companies” on page 155 of this Draft Red
Herring Prospectus
IAF - III IDBI Trusteeship Services Limited (the merged entity after its merger with the
Western India Trustee and Executor Company Limited) in its capacity as trustee
of India Advantage Fund - III represented by its investment manager ICICI
Venture Funds Management Company Limited

i
Term Description
IAF - IV IDBI Trusteeship Services Limited (the merged entity after its merger with the
Western India Trustee and Executor Company Limited) in its capacity as trustee
of India Advantage Fund - IV represented by its investment manager ICICI
Venture Funds Management Company Limited
ITMCPL Indore Treasure Market City Private Limited
ITPL Intesys Technologies Private Limited
ITTPL Indore Treasure Town Private Limited
JEWDPL Jodhpur Entertainment World Developers Private Limited
JTIPL Jabalpur Treasure Island Private Limited
KBIPL Kalani Brothers (Indore) Private Limited
Memorandum/ Memorandum of Memorandum of Association of the Company, unless the context otherwise
Association specifies
MMDCPL Marvell Mall Development Company Private Limited
NMMCPL Naman Mall Management Company Private Limited
NTBPL Nanded Treasure Bazaar Private Limited
Ongoing Projects Projects in respect of which the necessary legal documents relating to the
acquisition of land or development rights have been executed by us and/ or key
land related approvals have been obtained and any one of the following activities
are being undertaken (not necessarily in the sequence set out herein): (a) on-site
construction of the project has commenced; (b) initial detailed design for civil
and landscaping is being undertaken and work has commenced on detailed
design; (c) project launch activity which includes the construction of a show
residence, sales office and other supporting infrastructure at the project site has
commenced; or (d) an architect has been appointed and a detailed concept design
has being prepared
PEWDPL Pune Entertainment World Developers Private Limited
PHPL Padma Homes Private Limited
PML The Phoenix Mills Limited
Promoters Manish Kalani, Kalani Brothers (Indore) Private Limited and Padma Homes
Private Limited
Promoter Group Unless the context otherwise requires, refers to such persons and entities
constituting the promoter group of the Company in terms of Regulation 2(zb) of
the SEBI Regulations and disclosed in “Promoters and Promoter Group” on page
149 of this Draft Red Herring Prospectus
Registered Office G-16, R. R. Hosiery Building, Shree Laxmi Woolen Mills, Opp. Shakti Mills
Compound, Off. Dr. E. Moses Road, Mahalaxmi, Mumbai 400 011
RTIPL Raipur Treasure Island Private Limited
TFBPL Treasure Food & Beverages Private Limited
THPL Treasure Hospitality Private Limited
TMEP Treasure MEP Services Private Limited
TSPL Treasure Showcase Private Limited
TWCPL Treasure World Constructions Private Limited
TWDPL Treasure World Developers Private Limited
UTBPL Ujjain Treasure Bazaar Private Limited
UTMCPL Udaipur Treasure Market City Private Limited
WREPL Wanderland Real Estates Private Limited

Issue Related Terms

Term Description
Allotment/Allot/Allotted Unless the context otherwise requires, means the allotment of Equity Shares
pursuant to the Issue to the successful Bidders
Allottee A successful Bidder to whom the Equity Shares are Allotted

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Term Description
Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion with
a minimum Bid of Rs. 100 million
Anchor Investor Allocation Notice or intimation of allocation of Equity Shares sent to Anchor Investors who
Notice have been allocated Equity Shares after discovery of the Issue Price if the Issue
Price is higher than the Anchor Investor Issue Price
Anchor Investor Bid/Issue The day, one working day prior to the Bid/Issue Opening Date, on which Bids by
Period Anchor Investors shall be submitted and allocation to Anchor Investors shall be
completed
Anchor Investor Issue Price The final price at which Equity Shares will be issued and Allotted to Anchor
Investors in terms of the Red Herring Prospectus and the Prospectus, which price
will be equal to or higher than the Issue Price but not higher than the Cap Price.
The Anchor Investor Issue Price will be decided by the Company in consultation
with the BRLMs
Anchor Investor Portion Up to 30% of the QIB Portion which may be allocated by the Company to
Anchor Investors on a discretionary basis. One-third of the Anchor Investor
Portion shall be reserved for domestic mutual funds, subject to valid Bids being
received from domestic mutual funds at or above the price at which allocation is
being done to Anchor Investors
Application Supported by An application, whether physical or electronic, used by all Bidders other than
Blocked Amount/ ASBA Anchor Investors to make a Bid authorising an SCSB to block the Bid Amount in
their ASBA Account maintained with the SCSB
ASBA Account An account maintained by the ASBA Bidders with the SCSB and specified in the
ASBA Bid cum Application Form for blocking an amount mentioned in the
ASBA Bid cum Application Form
ASBA Bid cum Application The form, whether physical or electronic, used by a Bidder (other than Anchor
Form Investor) to make a Bid through ASBA process, which contains an authorisation
to block the Bid Amount in an ASBA Account and will be considered as the
application for Allotment for the purposes of the Red Herring Prospectus and the
Prospectus
ASBA Bidder Prospective investors other than Anchor Investors in this Issue who intend to
Bid/apply through ASBA
ASBA Revision Form The form used by the ASBA Bidders to modify the quantity of Equity Shares or
the Bid Amount in any of their ASBA Bid cum Application Form or any
previous ASBA revision form(s)
Banker(s) to the Issue/Escrow The banks which are clearing members and registered with SEBI as Bankers to
Collection Bank(s) the Issue and with whom the Escrow Account will be opened, in this case being
[●]
Basis of Allotment The basis on which Equity Shares will be Allotted to successful Bidders under
the Issue and which is described under “Issue Procedure – Basis of Allotment” on
page 354 of this Draft Red Herring Prospectus
Bid An indication to make an offer during the Bid/Issue Period by a Bidder pursuant
to submission of the Bid cum Application Form, or during the Anchor Investor
Bid/ Issue Period by the Anchor Investors, to subscribe to the Equity Shares of
the Company at a price within the Price Band, including all revisions and
modifications thereto
Bid Amount The highest value of the optional Bids indicated in the Bid cum Application Form
Bid cum Application Form The form used by a Bidder (which, unless expressly provided, includes the
ASBA Bid cum Application Form by an ASBA Bidder, as applicable) to make a
Bid and which will be considered as the application for Allotment for the
purposes of the Red Herring Prospectus and the Prospectus
Bidder Any prospective investor who makes a Bid pursuant to the terms of the Red
Herring Prospectus and the Bid cum Application Form
Bid/Issue Closing Date Except in relation to any Bids received from Anchor Investors, the date after
which the Syndicate and the Designated Branches of the SCSBs will not accept

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Term Description
any Bids for the Issue, which shall be notified in [●] edition of English national
daily newspaper, [●] edition of Hindi national daily newspaper and [●] edition of
regional language newspaper, each with wide circulation
Bid/Issue Opening Date Except in relation to any Bids received from Anchor Investors, the date on which
the Syndicate and the Designated Branches of the SCSBs shall start accepting
Bids for the Issue, which shall be notified in [●] edition of English national daily
newspaper, [●] edition of Hindi national daily newspaper and [●] edition of
regional language newspaper, each with wide circulation
Bid/Issue Period The period between the Bid/Issue Opening Date and the Bid/Issue Closing Date,
inclusive of both days, during which prospective Bidders can submit their Bids,
including any revisions thereof
Book Building Process Book building process, as provided in Schedule XI of the SEBI Regulations, in
terms of which this Issue is being made
BRLMs Book Running Lead Managers to the Issue, in this case being ICICI Securities
Limited, Kotak Mahindra Capital Company Limited and Edelweiss Capital
Limited
CAN/Confirmation of Note or advice or intimation of Allotment sent to the Bidders who have been
Allotment Note Allotted Equity Shares after Basis of Allotment has been approved by the
Designated Stock Exchange
Cap Price The higher end of the Price Band, above which the Issue Price will not be
finalised and above which no Bids will be accepted
Cut-off Price Issue Price, finalised by the Company in consultation with the BRLMs. Only
Retail Individual Bidders are entitled to Bid at the Cut-off Price, for a Bid
Amount not exceeding Rs. 100,000. QIBs and Non-Institutional Bidders are not
entitled to Bid at the Cut-off Price
Designated Branches Such branches of the SCSBs which shall collect the ASBA Bid cum Application
Forms used by the ASBA Bidders and a list of which is available on
http://www.sebi.gov.in
Designated Date The date on which funds are transferred from the Escrow Account or the amount
blocked by the SCSB is transferred from the ASBA Account, as the case may be,
to the Public Issue Account or the Refund Account, as appropriate, after the
Prospectus is filed with the RoC, following which the Board of Directors shall
Allot Equity Shares to successful Bidders
Designated Stock Exchange [●]
Draft Red Herring Prospectus This Draft Red Herring Prospectus issued in accordance with Section 60B of the
or DRHP Companies Act and the SEBI Regulations, which does not contain complete
particulars of the price at which the Equity Shares will be issued and the size (in
terms of value) of the Issue
Edelweiss Edelweiss Capital Limited
Eligible NRI(s) NRI(s) from jurisdictions outside India where it is not unlawful to make an issue
or invitation under the Issue and in relation to whom the Red Herring Prospectus
constitutes an invitation to subscribe to the Equity Shares
Engagement Letter Engagement letter dated June 18, 2010 between the Company and the BRLMs
Equity Shares Equity shares of the Company of Rs. 10 each fully paid-up unless otherwise
specified in the context thereof
Escrow Account Account opened with the Escrow Collection Bank(s) and in whose favour the
Bidders (excluding the ASBA Bidders) will issue cheques or drafts in respect of
the Bid Amount when submitting a Bid
Escrow Agreement Agreement dated [●] to be entered into by the Company, the Registrar to the
Issue, the BRLMs, the Syndicate Members, the Escrow Collection Bank(s) and
the Refund Bank(s) for collection of the Bid Amounts and where applicable,
refunds of the amounts collected to the Bidders (excluding the ASBA Bidders)
on the terms and conditions thereof
First Bidder The Bidder whose name appears first in the Bid cum Application Form or

iv
Term Description
Revision Form or the ASBA Bid cum Application Form or the ASBA Revision
Form
Floor Price The lower end of the Price Band, at or above which the Issue Price will be
finalised and below which no Bids will be accepted
I-Sec ICICI Securities Limited
Issue The public issue of 38,928,943 Equity Shares for cash at a price of Rs. [●] each
aggregating to Rs. [●] million
Issue Agreement The agreement entered into on July 2, 2010 between the Company and the
BRLMs, pursuant to which certain arrangements are agreed to in relation to the
Issue
Issue Price The final price at which Equity Shares will be issued and Allotted in terms of the
Red Herring Prospectus. The Issue Price will be decided by the Company in
consultation with the BRLMs on the Pricing Date
Issue Proceeds The proceeds of the Issue that are available to the Company
Mutual Funds A mutual fund registered with SEBI under the SEBI (Mutual Funds) Regulations,
1996, as amended
Mutual Fund Portion 5% of the QIB Portion (excluding the Anchor Investor Portion), or 681,257
Equity Shares available for allocation to Mutual Funds only
Net Proceeds The Issue Proceeds less the Issue expenses. For further information about use of
the Issue Proceeds and the Issue expenses, see “Objects of the Issue” on page 38
of this Draft Red Herring Prospectus
Non-Institutional Bidders All Bidders that are not QIBs or Retail Individual Bidders and who have Bid for
Equity Shares for an amount of more than Rs. 100,000 (but not including NRIs
other than eligible NRIs)
Non-Institutional Portion The portion of the Issue being not less than 5,839,341 Equity Shares available for
allocation to Non-Institutional Bidders
Non-Resident A person resident outside India, as defined under FEMA and includes a Non
Resident Indian
Price Band Price Band of a minimum price of Rs. [●] (Floor Price) and the maximum price
of Rs. [●] (Cap Price) and includes revisions thereof. The Price Band and the
minimum Bid Lot size for the Issue will be decided by the Company in
consultation with the BRLMs and advertised, at least two working days prior to
the Bid/ Issue Opening Date, in [●] edition of English national daily [●], [●]
edition of Hindi national daily [●], and [●] edition of [●] regional language
newspaper.
Pricing Date The date on which the Company in consultation with the BRLMs finalises the
Issue Price
Prospectus The Prospectus to be filed with the RoC in accordance with Section 60 of the
Companies Act, containing, inter alia, the Issue Price that is determined at the
end of the Book Building Process, the size of the Issue and certain other
information
Public Issue Account Account opened with the Bankers to the Issue to receive monies from the Escrow
Account and from the SCSBs on the Designated Date
QIB Portion The portion of the Issue being at least 19,464,472 Equity Shares to be Allotted to
QIBs
Qualified Institutional Buyers Public financial institutions as specified in Section 4A of the Companies Act,
or QIBs scheduled commercial banks, mutual fund registered with SEBI, FIIs and sub-
account registered with SEBI, other than a sub-account which is a foreign
corporate or foreign individual, venture capital fund registered with SEBI, state
industrial development corporation, insurance company registered with IRDA,
provident fund with minimum corpus of Rs. 25 crores, pension fund with
minimum corpus of Rs. 25 crores, National Investment Fund
Red Herring Prospectus or RHP The Red Herring Prospectus issued in accordance with Section 60B of the
Companies Act, which does not have complete particulars of the price at which

v
Term Description
the Equity Shares are offered and the size of the Issue. The Red Herring
Prospectus will be filed with the RoC at least three days before the Bid/Issue
Opening Date and will become a Prospectus upon filing with the RoC after the
Pricing Date
Refund Account(s) The account opened with the Escrow Collection Bank(s), from which refunds, if
any, of the whole or part of the Bid Amount (excluding the ASBA Bidder) shall
be made
Refund Bank(s) [●]
Refunds through electronic Refunds through ECS, Direct Credit, RTGS or NEFT, as applicable
transfer of funds
Registrar to the Issue/ Registrar Registrar to the Issue, in this case being Link Intime India Private Limited
Retail Individual Bidder(s) Individual Bidders who have Bid for Equity Shares for an amount not more than
Rs. 100,000 in any of the bidding options in the Issue (including HUFs applying
through their Karta and eligible NRIs and does not include NRIs other than
Eligible NRIs)
Retail Portion The portion of the Issue being not less than 13,625,130 Equity Shares available
for allocation to Retail Individual Bidder(s)
Revision Form The form used by the Bidders (which, unless expressly provided, includes the
ASBA Revision Form) to modify the quantity of Equity Shares or the Bid
Amount in any of their Bid cum Application Forms or any previous Revision
Form(s)
Self Certified Syndicate A banker to the Issue registered with SEBI, which offers the facility of ASBA
Bank(s) or SCSB(s) and a list of which is available on http://www.sebi.gov.in
Syndicate The BRLMs and the Syndicate Members
Syndicate Agreement The agreement dated [●] to be entered into between the Syndicate and the
Company in relation to the collection of Bids in this Issue (excluding Bids from
the Bidders applying through ASBA process)
Syndicate Members [●]
TRS/Transaction Registration The slip or document issued by the Syndicate, or the SCSB (only on demand), as
Slip the case may be, to the Bidder as proof of registration of the Bid
Underwriters The BRLMs and the Syndicate Members
Underwriting Agreement The agreement among the Underwriters, the Company to be entered into on or
after the Pricing Date
Working Days All days excluding Sundays and bank holidays in Mumbai

Conventional Terms

Term Description
Companies Act The Companies Act, 1956 and amendments thereto.
AGM Annual General Meeting
AS Accounting Standards issued by the Institute of Chartered Accountants of India
AY Assessment Year
BSE Bombay Stock Exchange Limited
CAGR Compounded Annual Growth Return
CDSL Central Depository Services (India) Limited
CIN Corporate Identity Number
Consolidated FDI Policy Consolidated FDI Policy issued by the Government of India, Ministry of Commerce
and Industry effective from April 1, 2010
Depositories NSDL and CDSL
Depositories Act The Depositories Act, 1996, as amended from time to time
DIN Director Identification Number
DP/ Depository Participant A depository participant as defined under the Depositories Act
DP ID Depository Participant‟s Identification

vi
Term Description
EBITDA Earnings Before Interest, Tax, Depreciation and Amortisation
ECS Electronic Clearing Service
EGM Extraordinary General Meeting
EPS Earnings Per Share i.e., is calculated by dividing the net profit or loss for the period
attributable to equity shareholders by the weighted average number of equity shares
outstanding during the period.
FCNR Foreign Currency Non-Resident
FDI Foreign Direct Investment
FEMA Foreign Exchange Management Act, 1999 read with rules and regulations thereunder
and amendments thereto
FEMA Regulations FEMA (Transfer or Issue of Security by a Person Resident Outside India)
Regulations 2000 and amendments thereto
FII(s) Foreign Institutional Investors as defined under SEBI (Foreign Institutional Investor)
Regulations, 1995, as amended, and registered with SEBI under applicable laws in
India
Financial Year/ Fiscal/ FY Unless stated otherwise, the period of 12 months ending March 31 of that particular
year
FIPB Foreign Investment Promotion Board
FVCI Foreign Venture Capital Investors
GDP Gross Domestic Product
GIR General Index Register
GoI/Government Government of India
HNI High Net Worth Individual
HUF Hindu Undivided Family
ICAI Institute of Chartered Accountants of India
IFRS International Financial Reporting Standards
Income Tax Act The Income Tax Act, 1961, as amended
Indian GAAP Generally Accepted Accounting Principles in India
LOI Letter of Intent
MCGM Municipal Corporation of Greater Mumbai
MHADA Maharashtra Housing Area Development Authority
Mn / mn Million
NA/ n.a. Not Applicable
National Investment Fund National Investment Fund set up by resolution no. F. No. 2/3/2005-DDII dated
November 23, 2005 of the Government of India published in the Gazette of India
NAV Net Asset Value
NEFT National Electronic Fund Transfer
NOC No Objection Certificate
NR Non-resident
NRE Account Non Resident External Account
NRI Non Resident Indian, being a person resident outside India, as defined under FEMA
and the FEMA Regulations
NRO Account Non Resident Ordinary Account
NSDL National Securities Depository Limited
NSE The National Stock Exchange of India Limited
OCB A company, partnership, society or other corporate body owned directly or
indirectly to the extent of at least 60% by NRIs including overseas trusts, in which
not less than 60% of beneficial interest is irrevocably held by NRIs directly or
indirectly as defined under the FEMA Regulations. OCBs are not allowed to invest
in this Issue.
p.a. Per annum
P/E Ratio Price/Earnings Ratio
PAN Permanent Account Number

vii
Term Description
PAT Profit After tax
PBT Profit Before tax
PIO Person of Indian Origin
PLR Prime Lending Rate
RBI The Reserve Bank of India
RoC The Registrar of Companies, Maharashtra located at 100, Everest, Marine Drive,
Mumbai 400 002
RONW Return on Net Worth
Rs./Rupees Indian Rupees
RTGS Real Time Gross Settlement
SCRA Securities Contracts (Regulation) Act, 1956, as amended
SCRR Securities Contracts (Regulation) Rules, 1957, as amended
SEBI The Securities and Exchange Board of India constituted under the SEBI Act, 1992,
as amended
SEBI Act Securities and Exchange Board of India Act 1992, as amended
SEBI Regulations SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as
amended
SEBI Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 1997, as amended
SIA Secretariat for Industrial Assistance
SICA Sick Industries Companies (Special Provisions) Act, 1985
SPV Special Purpose Vehicle
Sq. Ft./ sq. ft. Square feet
Sq. Mts./ sq. mts. Square metres
State Government The government of a State of India
Stock Exchanges BSE and the NSE
UIN Unique Identification Number
US / United States United States of America
US GAAP Generally Accepted Accounting Principles in the United States of America
USD/US$ United States Dollars
Securities Act U.S. Securities Act, 1933, as amended
VCFs Venture Capital Funds as defined in and registered with SEBI under the SEBI
(Venture Capital Fund) Regulations, 1996, as amended

Technical/Industry Related Terms

Term Description
Developable Area The total construction area which we develop in each property, and includes carpet
area, wall area, common area, service and storage area, as well as other areas,
including car parking.
FSI Floor Space Index, which means the quotient of the ratio of the combined gross floor
area of all floors, excepting areas specifically exempted, to the total area of the plot
Leaseable Area Is calculated by the loading percentage (the percentage of a tenant‟s rent applied
towards a shopping center‟s common areas) of 10.00% to 60.00% of the carpet area
of the property, depending upon the use, and refers to the part of the Developable
Area that can be leased out to third parties
Saleable Area The part of the area relating to our economic interest in each property

viii
PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA

Financial Data

Unless stated otherwise, the financial data in this Draft Red Herring Prospectus is derived from the audited
consolidated and unconsolidated financial statements for the financial years ended March 31, 2010, 2009, 2008,
2007 and 2006, prepared in accordance with Indian GAAP and the Companies Act and restated in accordance with
the SEBI Regulations and included in this Draft Red Herring Prospectus. In this Draft Red Herring Prospectus, any
discrepancies in any table between the total and the sums of the amounts listed are due to rounding off. All decimals
have been rounded off to two decimals points.

Our fiscal year commences on April 1 and ends on March 31 of the next year, so all references to particular Fiscal,
unless stated otherwise, are to the 12 months period ended on March 31 of that year.

There are significant differences between Indian GAAP, US GAAP and IFRS. The Company has not attempted to
explain those differences or quantify their impact on the financial data included herein, and to the investors shall
consult their own advisors regarding such differences and their impact on the financial data. Accordingly, the degree
to which the Indian GAAP financial statements included in this Draft Red Herring Prospectus will provide
meaningful information is entirely dependent on the reader‟s level of familiarity with Indian accounting practices.
Any reliance by persons not familiar with Indian accounting practices on the financial disclosures presented in this
Draft Red Herring Prospectus should accordingly be limited.

Currency and Units of Presentation

All references to “Rupees” or “Rs.” are to Indian Rupees, the official currency of the Republic of India. All
references to “US$” or “USD” are to United States Dollars, the official currency of the United States of America.

In this Draft Red Herring Prospectus, the Company has presented certain information related to land in various units.
The conversion ratio of such units is as follows:

1 hectare = 2.47 acres


1 acre = 4,046.85 sq. mts.
1 acre = 43,560.00 sq. ft.
1 sq. mts. = 10.76 sq. ft.

Industry and Market Data

Unless stated otherwise, industry and market data used in this Draft Red Herring Prospectus has been obtained or
derived from publicly available information as well as industry publications and sources. Industry publications
generally state that the information contained in those publications has been obtained from sources believed to be
reliable but that their accuracy and completeness are not guaranteed and their reliability cannot be assured.
Accordingly, no investment decision should be made on the basis of such information. Although industry data used
in this Draft Red Herring Prospectus is reliable, it has not been independently verified.

The extent to which the market and industry data used in this Draft Red Herring Prospectus is meaningful depends
on the reader‟s familiarity with and understanding of the methodologies used in compiling such data.

ix
FORWARD-LOOKING STATEMENTS

This Draft Red Herring Prospectus contains certain “forward-looking statements”. These forward-looking
statements generally can be identified by words or phrases such as “aim”, “anticipate”, “believe”, “expect”,
“estimate”, “intend”, “objective”, “plan”, “project”, “shall”, “will”, “will continue”, “will pursue” or other words or
phrases of similar import. Similarly, statements that describe the Company‟s strategies, objectives, plans or goals are
also forward-looking statements. All forward-looking statements are subject to risks, uncertainties and assumptions
about the Company that could cause actual results and property valuations to differ materially from those
contemplated by the relevant forward-looking statement.

Actual results may differ materially from those suggested by the forward-looking statements due to risks or
uncertainties associated with the expectations with respect to, but not limited to, regulatory changes pertaining to the
industries in India in which we have our businesses and our ability to respond to them, our ability to successfully
implement our strategy, our growth and expansion, technological changes, our exposure to market risks, general
economic and political conditions in India and which have an impact on our business activities or investments, the
monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange
rates, equity prices or other rates or prices, the performance of the financial markets in India and globally, changes
in domestic laws, regulations and taxes and changes in competition in our industry. Important factors that could
cause actual results to differ materially from our expectations include, but are not limited to, the following:

The performance of, and the prevailing conditions affecting, the real estate market in India generally;

development rights in respect of certain of our projects are subject to conditions, certain of which have not
been or may not be satisfied;

volatility in prices of, or shortages of, key building materials;

changes to the FSI/TDR regime;

financial stability of our tenants, in particular, our key tenants and our hotel and school operators;

changes to the slum rehabilitation schemes; and

difficulties in expanding our business into additional geographical markets in India.

For further discussion of factors that could cause the actual results to differ from the expectations, see “Risk
Factors”, “Business” and “Management‟s Discussion and Analysis of Financial Condition and Results of
Operations” on pages xi, 76 and 266 of this Draft Red Herring Prospectus, respectively. By their nature, certain
market risk disclosures are only estimates and could be materially different from what actually occurs in the future.
As a result, actual gains or losses could materially differ from those that have been estimated.

Forward-looking statements reflect the current views as of the date of this Draft Red Herring Prospectus and are not
a guarantee of future performance. Neither the Company, the Directors, the Underwriters nor any of their respective
affiliates have any obligation to update or otherwise revise any statements reflecting circumstances arising after the
date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to
fruition. In accordance with SEBI requirements, the Company and the BRLMs will ensure that investors in India are
informed of material developments until the time of the grant of listing and trading permission by the Stock
Exchanges.

x
SECTION II: RISK FACTORS

The risks and uncertainties described below together with the other information contained in this Draft Red Herring
Prospectus should be carefully considered before making an investment decision in the Equity Shares. The risks
described below are not the only ones relevant to the country, the industry in which we operate, or the Equity
Shares. Additional risks, not presently known to us or that we currently deem immaterial, may also impair our
business and operations. If any of the risks described below actually occur, our business, prospects, financial
condition and results of operations could suffer, the trading price of the Equity Shares could decline, and
prospective investors may lose all or part of their investment.

Prospective investors should pay particular attention to the fact that we are incorporated under the laws of India
and are subject to a legal and regulatory environment, which may differ in certain respects from that of other
countries.

This Draft Red Herring Prospectus also contains forward-looking statements that involve risk and uncertainties.
Our actual results could differ from those anticipated in these forward-looking statements as a result of certain
factors, including the considerations described below and elsewhere in this Draft Red Herring Prospectus. See
“Forward-Looking Statements” on page x of this Draft Red Herring Prospectus.

Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify the financial or
other implication of any of the risks described in this section.

RISKS RELATING TO OUR BUSINESS

1. Most of our Ongoing Projects and Forthcoming Projects are still under development and have not
commenced operation; these projects are consequently exposed to a number of risks and uncertainties.

Most of our projects are still under development. The development of these new projects involves various
risks including, regulatory risks, financing risks and the risks that these projects may ultimately prove to be
unprofitable. These projects under development may pose significant challenges to our management,
administrative, financial and operational resources. We cannot provide any assurance that we will succeed
in any of these projects or that we will recover our investments. Any delay or failure in the development,
financing or operation of any of our new projects, or increase in their costs of development, is likely to
affect our business, prospects, financial condition and results of operations. We may be affected by the
development of our projects due to the following reasons:

the contractors and third parties hired to complete the projects may be unable to complete the
construction of the project on time, within budget or to the required specifications and standards;

delays in completion and commercial operation could increase the financing and other costs
associated with the construction and cause us to spend more capital than we anticipated for a
project;

we may be unable to obtain adequate capital or other financing at competitive rates to complete
construction of and to commence operations of these projects;

we may be unable to recover the amounts already invested in these projects if the assumptions
contained in the feasibility studies for these projects do not materialize.

While we expect most of the third parties for our projects to provide certain customary guarantees and
indemnities as to timely completion and cost overruns in the relevant construction contracts, these
guarantees and indemnities may not cover the entire amount of any cost overruns and we may be unable to
recover any or all amounts under such guarantees and indemnities. In addition, while we expect insurance
policies will be taken to cover natural disaster risks and other insurable risks, we cannot assure you that any
cost overruns or additional liabilities would be adequately covered by such insurance policies. As a result,

xi
we cannot assure you that our current or future projects under development will be completed, or, if
completed, will be completed on time or within budget.

2. We are dependent upon a few contractors and third party entities for the development of our projects,
and the inability or unwillingness of such third parties to provide their services to us on a timely and
cost-efficient basis may adversely affect our business and results of operations.

We undertake the management of our construction and fit out activity through Treasure MEP Services
Private Limited (“TMEP”) our wholly owned subsidiary and Intesys Technologies Private Limited
(“Intesys”), a Delhi based interior and fit-out specialist company in which we hold a 51.00% equity
interest. These companies in turn enter into agreements with other third parties and contractors such as
architects, engineers, and other suppliers of labor and materials to develop the property according to our
specifications and quality standards. The timing and quality of construction of the projects we develop
depends on the availability and skill of such third parties, as well as contingencies affecting them, including
labor and raw material shortages and industrial action such as strikes and lockouts. We may be unable to
identify appropriate experienced third parties and cannot assure you that skilled third parties will continue
to be available at reasonable rates and in the areas in which we undertake our projects, or at all. As a result,
we may be required to make additional investments or provide additional services to ensure the adequate
performance and delivery of contracted services. Any consequent delay in project execution could
adversely affect our profitability and reputation.

If such contractors or third party entities are unable to perform their contracts, including completing our
developments within the specifications, quality standards and time frames specified by us, at the estimated
cost, or at all, our business, reputation and results of operations could be adversely affected. While our
contractors provide us with back-to-back warranties, such warranties may be insufficient to cover our
losses and such losses could adversely affect our financial condition and results of operations. Further, we
cannot assure you that the services rendered by any of our independent construction contractors will always
be satisfactory or match our requirements for quality. We may therefore incur losses as a result of our
projects being delayed or disrupted or having to fund the repair of defective work or pay damages to
persons who have suffered losses as a result of such defective work. We have limited control over the cost,
availability or quality of their products or services, and as such the inability or unwillingness of other third-
party suppliers and sub-contractors to provide their products and services to us, including on a timely and
cost-efficient basis, may adversely affect our business and results of operations.

Further, the amount of property development in India has been significant in the recent past. As a result,
our contractors and other construction companies have had significant projects to complete and a
substantial backlog. If the services of these or other contractors do not continue to be available on terms
acceptable to us, or at all, our business and results of operations could be adversely affected. Additionally,
our operations may be affected by circumstances beyond our control such as work stoppages, labor
disputes, shortage of qualified skilled labor or lack of availability of adequate infrastructure.

Our joint venture partners, contractors and service providers may also face financial, legal or other
difficulties which may affect their ability to continue with a project. We may therefore be required to make
additional investments in the joint venture, provide extra funding or become liable for other obligations,
which could result in delays to our projects, reduced profits or, in some cases, significant losses.

3. The success of our future projects depends on our ability to identify properties in appropriate locations
to attract suitable businesses and customers.

Our ability to identify suitable new projects is fundamental to the growth of our business and involves
certain risks, including identifying and acquiring appropriate land, appealing to the tastes and needs of our
retail, residential, commercial and hospitality customers, understanding and responding to the requirements
of such customers and anticipating the changing trends in India. In identifying new projects, we also need
to take into account land use regulations, the land‟s location, including access and neighborhood, the land‟s
proximity to resources such as water and electricity and the availability and competence of third parties
such as architects, surveyors, engineers and contractors. We may not be as successful in identifying suitable

xii
projects that meet market demand in the future. The failure to identify suitable projects and develop
properties that meet customer demand in a timely manner could result in loss or reduced profits. In
addition, it could reduce the number of projects we undertake and slow our growth.

In addition, we believe that in order to successfully operate retail developments we need to have the ability
to forecast demand, as well as enter into leasing arrangements with popular retailers. We believe that in
order to draw consumers away from traditional shopping environments, such as small local retail stores or
markets as well as from competing centers, we need to create demand for our retail developments where
customers can take advantage of a variety of consumer and retail options, such as large department stores,
in addition to amenities such as designer stores, comprehensive entertainment facilities, including
multiplexes, restaurants, bars, air conditioning and parking. Further, to help ensure our shopping centers‟
success, we must secure suitable anchor tenants and other retailers as they play a key role in generating
customer traffic. A decline in consumer and retail spending or a decrease in the popularity of the retailers‟
businesses could cause retailers to cease operations or experience significant financial difficulties that in
turn could harm our ability to continue to attract successful retailers and visitors to our projects.

4. There are criminal proceedings currently pending against one of the Promoters and certain Directors of
the Company.

There are criminal proceedings outstanding against one of our Promoters and certain Directors. A criminal
complaint has been filed by the State of Madhya Pradesh against the Promoter and Managing Director,
Manish Kalani and the Executive Director, B. Rajesh Nair in their capacity as directors of Naman Mall
Management Company Private Limited in relation to the death of a worker. A criminal complaint has been
filed by Mahesh Garg against Manish Kalani and others before the Director General of Police and
Superintendent of Police, Economic Offence Wing, Bhopal. Further, a complaint is pending against one of
the Directors, Mukesh Kacker in his capacity as the managing director of M.P Urja Vikas Nigam in relation
to alleged irregularities in the tender process for the supply of goods.

An adverse outcome in any or all of these criminal proceedings involving the Promoter or Directors could
have an adverse effect on their ability to serve our Company, as well as on our business, financial condition
and results of operations. We cannot assure you that any of these proceedings will be decided in favour of
the Directors, or that no further liability will arise out of these proceedings. For further details, see the
section “Outstanding Litigation and Material Developments” on page 288 of this Draft Red Herring
Prospectus.

5. There are outstanding legal proceedings involving our Company, our Subsidiaries, Directors and
Promoter.

There are outstanding legal proceedings involving our Company, our Subsidiaries, Directors and
Promoters. These proceedings are pending at different levels of adjudication before various courts,
tribunals, enquiry officers, appellate tribunals and arbitrators. A criminal complaint has also been filed
against Manish Kalani and B. Rajesh Nair, in relation to an accident at the construction site under the
Building and Other Construction Workers (Regulation of Employment & Condition of Service) Act, 1996,
in their capacity as directors of Naman Mall Management Company Private Limited. For further details,
see “Outstanding Litigation and Material Developments” on page 288 of this Draft Red Herring Prospectus.
In addition, further liability may arise out of these claims. Brief details of such outstanding litigation as of
the date of the Draft Red Herring Prospectus are as follows:

Litigation against the Company

Sr. Nature of cases No. of outstanding cases Amount Involved


No. (in Rs. million)
1. Civil proceedings 3 0.09

xiii
Litigation against the Subsidiaries

Sr. Nature of cases No. of outstanding cases Amount involved


No. (in Rs. million)
1. Civil proceedings 1 Amount not ascertainable
2. Notice# 4 22.12

Litigation against the Directors

Sr. Nature of cases No. of outstanding cases Amount involved


No. (in Rs. million)
1. Criminal proceedings 3 Amount not ascertainable

Litigation against the Promoters

Sr. Nature of cases No. of outstanding cases Amount involved


No. (in Rs. million)
1. Criminal proceedings* 2 Amount not ascertainable
2. Civil proceedings** 1 Amount not ascertainable
* Includes the criminal proceedings as mentioned under “Outstanding Litigation and Material Developments- Litigation against
the Directors.”
** Filed jointly against KBIPL and PHPL.
#
Includes three consumer notices.

Litigation against Group Companies

Sr. Nature of cases No. of outstanding cases Amount involved


No. (in Rs. million)
1. Civil proceedings 2 Amount not ascertainable
2. Criminal proceedings 1 Amount not ascertainable

An adverse outcome in any of these proceedings may affect our reputation and standing and affect our
future business and could have an adverse effect on our business, prospects, financial condition and results
of operations. We cannot assure you that any of these proceedings will be decided in our favor, or in favor
of our Directors, Promoter, Subsidiaries, Joint Venture or Group Companies, or that no further liability will
arise out of these proceedings. For further details of outstanding litigation against us, our Directors,
Promoters, Subsidiaries, Joint Venture or Group Companies, see “Outstanding Litigation and Material
Developments” on page 288 of this Draft Red Herring Prospectus.

6. The real estate industry in India underwent a significant downturn which had, and if the downturn were
to occur again, could, adversely affect our business, liquidity and results of operations.

The success of our residential projects are heavily dependent on the performance of the real estate market
in India, particularly in the regions in which we operate or intend to operate, and could be adversely
affected if real estate prices or market conditions deteriorate in India. We currently generate most of our
revenues from sales of residential property and the lease of our retail and hospitality properties, and a
decrease in residential property prices and lease rates could adversely affect our financial condition and
results of operations. Our projects take a substantial amount of time to develop and we could incur losses if
we purchase land at high prices and sell or lease the developed projects during weaker economic periods.
Further, the real estate market, both for land and developed properties is relatively illiquid, which may limit
our ability to respond promptly to market events.

Economic developments outside India adversely affected the property market in India and our overall
business. The global credit markets experienced significant volatility which originated from the adverse
developments in the United States and the European Union credit and sub-prime residential mortgage
markets. These and other related events, such as the collapse of a number of financial institutions, had an

xiv
adverse effect on the availability of credit and the confidence of the financial markets globally, as well as in
India.

In light of these events, the real estate industry was significantly affected. An industry-wide softening of
demand for property resulted from a lack of consumer confidence, decreased affordability, decreased
availability of mortgage financing, and large supplies of resale and new inventories. Though the global
credit market and the Indian real estate market have recovered, economic turmoil may have other
unforeseen consequences, leading to uncertainty about future conditions in the real estate industry. We
cannot assure you that Government responses to the disruptions in the financial markets have restored
consumer confidence, stabilized the markets or increased liquidity and the availability of credit. Such
recurrence of the downturn would have an adverse effect on our business, liquidity and results of
operations.

7. Our business is heavily dependent on the availability of real estate financing in India and the failure to
obtain additional financing may adversely affect our ability to grow and our future profitability.

Our business and growth strategy is highly capital intensive, requiring substantial capital on acceptable
terms to develop and market our projects. The actual amount and timing of our future capital requirements
may also differ from estimates as a result of, among other things, unforeseen delays or cost overruns in
developing our projects, unanticipated expenses, regulatory changes and engineering design changes. See
“Management‟s Discussion and Analysis of Financial Condition and Results of Operations - Financial
Condition, Liquidity and Capital Resources - Capital Expenditures” and “Business - Strategies” on pages
283 and 80, respectively of this Draft Red Herring Prospectus. To the extent our capital expenditure
requirements exceed our available resources we will be required to seek additional debt or equity financing.
Additional debt financing could increase our interest cost and require us to comply with additional
restrictive covenants in our financing agreements. Additional equity financing could dilute our earnings per
share which could adversely affect our share price. In addition, the Indian regulations on foreign investment
in townships, housing, built-up infrastructure and construction and development projects impose significant
restrictions on us.

Our ability to obtain additional financing on favorable commercial terms, if at all, will depend on a number
of factors, including:

● our future financial condition, results of operations and cash flows;

● the amount and terms of our existing indebtedness;

● our credit rating;

● general market conditions for financing activities by real estate companies; and

● economic, political and other conditions in the markets where we operate.

Our attempts to consummate future financings may not be successful or be on favorable terms and failure
to obtain financing on terms favorable to us could have an adverse effect on our business prospects and
results of operations.

In addition, it is customary in the real estate business in which we operate to provide mobilization advances
in favor of third party contractors to secure obligations under contracts. We may not be able to continue
obtaining additional indebtedness or other access to capital in sufficient amounts to meet our business
requirements. If we are unable to incur sufficient additional indebtedness or have access to capital, our
ability to grow could be limited.

xv
8. Difficult conditions in the global financial markets and the economy may cause us to experience limited
availability of funds.

Changes in the global and Indian financial markets have significantly diminished the availability of credit
and led to an increase in the cost of financing. In many cases, the markets have exerted downward pressure
on the availability of liquidity and credit capacity. We may need liquidity for future growth and
development of our business and may have difficulty accessing the financial markets, which could make it
more difficult or expensive to obtain financing in the future. Without sufficient liquidity, we may not be
able to purchase additional land or develop additional projects, which would adversely affect our results of
operations. We cannot assure you that we will be able to raise additional financing on acceptable terms in a
timely manner, or at all. Our failure to renew existing funding or to obtain additional financing on
acceptable terms in a timely manner could adversely affect our planned capital expenditure, business and
results of operations including our growth prospects.

9. We will depend upon the satisfaction of the obligations of equity partners and investors in our project-
specific SPVs in the operation of our business.

The success of our projects depends upon the satisfaction of the obligations of our equity partners and other
investors in the project-specific SPVs that will undertake our projects, such as the provision of land,
financing and other services. Although shareholders‟ agreements, or other agreements may legally obligate
the equity partners and other investors to provide the relevant services and cooperate with us, we cannot
assure you that they will comply with such agreements, or that such equity partners and investors would
otherwise provide such services, on a timely basis, or at all. Termination of such agreements could also
adversely affect our business and results of operations.

10. Our Ongoing and Forthcoming projects under development and construction take significant periods of
time to complete and may not commence or be completed by their expected dates, or at all, which may
adversely affect our business, financial condition and results of operations.

As of March 31, 2010, we had 11 Ongoing Projects and three Forthcoming projects. Our business is
affected by construction schedules and the time required to develop our projects. In general, real estate
development projects take significant time to complete and, as a result, are often subject to delays in
completion. Due to the competitive nature of the real estate development business and the tender processes,
provisions in our contracts with third parties that contemplate liquidated damages in case of delays may not
fully, if at all, compensate us for our losses. As such, any delay or disruption in the start of construction,
construction schedules or projected timelines for the development of our projects could adversely affect our
business, financial condition and results of operations.

Our Ongoing and Forthcoming Projects are subject to significant changes and modifications from our
currently estimated management plans and timelines as a result of factors outside our control, including,
among others:

availability of raw materials and financing;

increases in construction costs;

natural disasters;

reliance on third party contractors; and

the risk of decreased market demand during the development of a project.

Such changes and modifications may have an adverse effect on our Ongoing and Forthcoming Projects, and
consequently, we may not develop these projects as planned, or at all, which may have an adverse effect on
our business, results of operations and financial condition.

xvi
11. We currently depend on sales and advance sales from our residential developments and rental income
from Treasure Island, Indore, Treasure Central, Indore and Treasure Bazaar, Nanded for almost all of
our income.

Our income from sales and advance sales of residential property in our residential developments and rental
income (including common area maintenance charges and other charges) from Treasure Island, Indore,
Treasure Central, Indore and Treasure Bazaar, Nanded for the financial years ended March 31, 2010, 2009,
2008, 2007 and 2006 was 85.82%, 71.43%, 84.69%, 94.29% and 99.62%, respectively, of our total income.
Until such time as we complete the development of our Ongoing and Forthcoming Projects our total
income is expected to be primarily from the revenues generated from the sale of residential property and
lease rentals from Treasure Island, Indore, Treasure Central, Indore and Treasure Bazaar, Nanded, and any
failure of sales from our residential developments and lease rentals from Treasure Island, Indore, Treasure
Central, Indore and Treasure Bazaar, Nanded to generate income would have an adverse effect on our total
income and profitability. Failure to complete or delays in the development of our residential developments
in which we have made advance sales could result in us having to return advance payments to buyers or
penalties, which would have an adverse effect on our business, results of operations and financial
condition. In addition, in the event of a regional slowdown in the business, economic or construction
activity in the cities in which we are developing projects or their surrounding areas, or any developments
that make projects in such cities less economically beneficial, our business, financial condition and results
of operations could be adversely affected.

12. The success of our residential property business is dependent on our ability to anticipate and respond to
consumer requirements.

The growing disposable income of India's middle and upper income classes, together with changes in
lifestyle, has resulted in a substantial change in the nature of their demands. In our residential business, our
focus is on developing residential townships in which we design, build and sell a wide range of properties,
including townhouses and apartments of varying sizes. Our focus on the development of high quality
residential townships requires us to satisfy these demanding consumer expectations. The amenities now
demanded by consumers include those that have historically been uncommon in India's residential real
estate market such as 24-hour electricity, parking, gardens, playgrounds, swimming pools, fitness centers,
tennis courts and golf courses. If we fail to anticipate and respond to consumer requirements, we could lose
potential clients to competitors, which in turn could adversely affect our business, results of operations,
financial condition and prospects.

13. Our shopping centers depend on tenants to generate rental revenues.

Our results of operations for our shopping centers depend on our tenants‟ ability to generate revenues from
their operations. If the sales of certain stores operating in our shopping centers do not generate sufficient
revenues, our tenants might be unable to pay their existing rents or common area maintenance charges,
since these rents and charges would represent a higher percentage of their sales. Our revenues, business,
results of operations and financial condition may be affected if:

our tenants delay the start of their leases;

our tenants decline to extend or renew leases upon expiration;

a significant number of our tenants are unable (due to poor operating results, capital constraints,
bankruptcy, or other reasons) to meet their obligations; or

for any other reason, we are unable to collect a significant amount of rental payments.

Any of these actions could result in the termination of a tenant‟s lease and the loss of rental income
attributable to the terminated leases. In addition, a decision by an anchor tenant, or other significant tenant
to cease operations at our shopping centers could also have an adverse effect on our financial condition.

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The closing of an anchor tenant‟s store or other significant tenant may adversely affect occupancy at our
shopping centers. Further, anchor tenants or other tenants at one or more shopping centers may terminate
their leases as a result of mergers, acquisitions, consolidations, dispositions or bankruptcies in the retail
industry. The bankruptcy and/or closure of retail stores, or sale of an anchor or store to a less desirable
retailer, may reduce occupancy levels, customer traffic and rental income, or otherwise adversely affect our
financial performance. Furthermore, if revenues generated by retailers operating in our shopping centers
declines sufficiently, tenants may be unable to pay their rent or common area maintenance charges. In the
event of a default by a lessee, we may experience delays and costs in enforcing our rights as lessor. Our
revenues, business, results of operations and financial condition may be affected if our tenants do not
generate sufficient revenues.

14. Market conditions affect the willingness and ability of our tenants to pay rent at suitable levels, which in
turn affects the revenues generated from our properties and projects.

Our retail and hospitality real estate businesses have historically targeted, and will continue to target, select
retailers and hotel operators. Our growth and success will therefore depend on the provision of high quality
space to attract and retain tenants who are willing and able to pay rent at suitable levels and on our ability
to anticipate the future needs and expansion plans of these customers. A number of market conditions,
which are beyond our control, may affect the income generated by our retail properties, including:

the national economic climate;

the regional and local economy (which may be adversely affected by unemployment, real estate
values, taxes, plant closings, industry slowdowns, union activity, adverse weather conditions,
natural disasters, terrorist activities and other factors);

local real estate conditions (such as an oversupply of, or a reduction in demand for, retail space or
retail goods, hotel rooms, decreases in rental rates, real estate values and the availability and
creditworthiness of current and prospective tenants);

levels of consumer spending, consumer confidence and seasonal spending (especially during
holiday or festive seasons when many retailers and hotels generate a disproportionate amount of
their annual profits); and

perceptions by retailers, shoppers of the safety, convenience and attractiveness of our shopping
centers.

Our retail and hospitality real estate businesses would be adversely affected if our targeted tenants were to
experience a slowdown or if companies were to scale down their operations. General economic conditions
and other factors may affect the financial stability and business prospects of our tenants and prospective
tenants and/or the demand for our retail or hospitality properties. In the event of a default or termination of
the lease by the tenant prior to its expiry, we will suffer a rental shortfall and incur additional costs,
including legal expenses, in maintaining, insuring and re-letting the property. If we are unable to re-let or
renew lease contracts promptly, if the rentals upon such renewals or re-leasing are lower than the expected
value or reserves, if any, for these purposes prove inadequate, our results of operations, financial condition
and the value of our real estate could be adversely affected.

For the financial year 2010, revenues from our retail real estate business represented 33.80% of our total
income. Our retail real estate business is focused on the development of retail space and leasing or entering
into revenue share arrangements for such retail space. Our growth and success will depend on the provision
of high quality retail space to attract and retain clients who are willing to make rental payments or enter
into revenue share arrangements at suitable levels, and on our ability to anticipate the future needs and
expansion plans of such clients. We will incur significant costs for the integration of modern fittings,
contemporary architecture and landscaping, as well interiors and fit-outs of the common areas expected by
our retailers and customers to the shopping center. Our inability to provide retailers with properties that

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correspond to their needs could adversely affect our business.

15. Inadequate project management could adversely affect the attractiveness of our projects and as a result,
adversely affect our results of operations and financial condition.

Our business depends on proper and timely management of our projects under development. For example,
our customers, including the occupants of our retail and residential properties, depend upon the timely
completion, quality construction and the effective management of the properties leased and sold to them.
Effective management includes the day-to-day operation of the project as well, including activities such as
regulation of traffic, cleanliness and security, availability of utilities and parking. Although we focus on
project management in a number of ways, including by appointing project managers and management
teams at our projects, ineffective or inefficient project management could adversely affect the attractiveness
of our projects, and as a result adversely affect our results of operations and financial condition.

16. We employ revenue sharing arrangements in leasing our retail and hospitality properties which exposes
us to operating risks of the retail and hospitality industries.

Our financial performance is influenced by conditions in the retail business, and to a lesser extent the
hospitality business, in India and the cities in which we operate. Our shopping centers and hotels businesses
derive revenues from fixed price leases from our tenants and as a percentage of our tenants‟ sales. Retail
and hospitality property markets and/or individual properties have historically been, and could in the future
be, adversely affected by any of the following:

cyclical downturns arising from changes in general and local economic conditions;

periodic oversupply of retail properties and/or hotel rooms;

the recurring need for renovation, refurbishment and improvement of the properties;

increases in interest rates and inflation;

weaknesses in the national, regional and local economies;

the adverse financial condition of some large retail and/or hospitality companies;

changes in wages, prices, energy costs and construction and maintenance costs that may result
from inflation, government regulations, changes in interest rates or currency fluctuations;

availability of financing for operating or capital requirements;

consolidation of retail or hotel operators in the retail or hospitality sectors;

strikes, work stoppages and labor-related disputes;

changes in consumer spending patterns;

changes in consumer preference in relation to property design and interior decoration or location;

unemployment levels;

an increase in consumer purchases from mail-order or internet purchases and consequent reduction
for retail;

competition from warehouse and outlet stores and competitors with new business models;

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transportation infrastructure developments in new areas;

decreases in the demand for hotel rooms and related lodging services, including a reduction in
business travel as a result of general economic conditions;

extreme weather conditions or acts of terrorism;

any changes in taxation and zoning laws; and

adverse government regulation.

The events described above are beyond our control and, could individually or together, have an adverse
effect on our business, results of operations and financial condition.

Further, the retail industry is a highly competitive industry with numerous participants, including individual
and chain fashion specialty stores, as well as international, regional and national department stores. Brand
recognition, fashion, price, service, store location, selection and quality are the principal competitive
factors in retail store and direct-to-consumer sales. The competitive challenges facing retailers include
anticipating and quickly responding to changing fashion trends and maintaining the aspirational positioning
of their brands so they can sustain their pricing positions. There can be no assurance that retailers operating
under fixed-or-percentage of sales leases or percentage of sales leases will be successful in generating
anticipated revenues from their sales and remaining competitive and any decline in a retailer‟s sales under a
fixed-or-percentage of sales lease or percentage of sales lease would adversely affect our rental income,
business, results of operations and financial condition.

17. Our business may suffer if we are unable to sustain the quality of our property management services.

As part of our business, we provide property management services to our completed retail and commercial
developments and we expect that we will provide property management services to the residential projects
that we are developing. These services include, among others, book keeping, security management,
building maintenance and the operation of leisure facilities such as swimming pools and fitness centers. We
believe that our property management services are an integral part of our business and are also important to
the successful marketing and promotion of our property developments. If customers of our property
management services elect to discontinue the services provided by us, our property management business
would be negatively affected, which in turn could adversely affect the attractiveness of our developments
and consequently, results of operations and financial condition.

18. We may experience volatility in prices of, or shortages of, key building materials.

Our ability to develop projects profitably is dependent upon our ability to source adequate building supplies
for use by our construction contractors. Any shortages in supply and volatility in prices of building
materials could arise from changes in import restrictions, such as changes to customs duties and licensing
policies, applicable to goods (such as certain building materials) imported into India. In addition, our
supply chain may be periodically interrupted by circumstances beyond our control, including work
stoppages and labor disputes affecting our suppliers, their distributors, or the transporters of our supplies.
During periods of shortages in building materials, such as cement and steel, we may not be able to
complete projects according to our previously established timelines, at our previously estimated project
cost, or at all, which could affect our results of operations and financial condition. In addition, during
periods of volatility in the price of building materials, where prices have increased significantly or
unexpectedly, we may not be able to pass the increase in construction costs through to our customers,
particularly as we generally aim to pre-sell a significant portion of our residential units prior to project
completion, which could reduce or eliminate the profits we attain with regards to our developments.

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19. Our plans to develop hotels within our retail developments are subject to risks inherent to such business
and other contingencies, and may not be successful.

Our success in developing hotel projects will depend on our ability to forecast and respond to demand in
the hospitality industry. The hospitality industry entails additional risks that are distinct from those
applicable to retail or commercial business, such as the branding of the hotel, the availability of hotel rooms
exceeding demand, the failure to attract and retain business and leisure travelers, as well as adverse
international, national or regional trends and security conditions. Further, operating margins may be
adversely affected by increases in electricity, insurance and environmental compliance expenses. Any of
these developments could have an adverse effect on our business, results of operations and financial
condition.

In addition, we have entered into a 29 year lease agreement for the hotel property we developed at Treasure
Island, Indore. We expect that we will enter into similar long-term lease agreements in the future with
respect to hotels under development. We will be subject to risks associated with these agreements. For
example, leasing arrangements are generally subject to renewal from time-to-time on mutually agreeable
terms, there may be a decrease in hotel property lease rates when we renew them. We may be unable to
renew such arrangements on terms that are favorable to us or that allow us to generate profit from the
relevant property. Further, the hotel operator may decide to terminate or not renew such arrangements.

20. We may not be able to successfully identify and acquire suitable land for future projects.

Our growth plans require us to develop retail, residential, hospitality and commercial developments in a
number of emerging cities in India. In order to maintain and grow our business, we will be required to
identify suitable land and purchase it for future development. Our ability to identify and acquire suitable
sites is dependent on a number of factors, some of which may be beyond our control. These factors include
the price and availability of suitable land, the willingness of land-owners to sell land on terms acceptable to
us, the ability to acquire contiguous parcels of land, the ability to obtain and complete an agreement to sell
from all the owners where the land has multiple owners, the availability and cost of financing,
encumbrances on targeted land, Government directives on land use and the obtaining of permits, consents
and approvals for land acquisition and development. The conveyance of land does not occur upon
executing the memorandum of understanding and the formal transfer of title to or interest in land by the
seller (at which time stamp duty becomes payable) is generally completed only after all the requisite
governmental consents and approvals have been obtained. Our acquisition of interests in land are therefore
also subject to the risk that sellers may, during such time, identify and transact with alternative purchasers
or decide not to sell the land. The failure to acquire targeted land may cause us to modify, delay or abandon
entire projects, which in turn could cause our business to suffer.

In addition, land acquisition in India has historically been subject to regulatory restrictions on foreign
investment. In addition to these restrictions being gradually relaxed, the aggressive growth strategies and
financing plans of real estate development companies as well as real estate investment funds in the country,
is likely to make suitable land increasingly expensive. If we are unable to compete effectively in the
acquisition of suitable land, our business and prospects will be adversely affected.

Additionally, once a potential development site has been identified, site visits and feasibility
studies/surveys are undertaken, which include detailed analyses of factors such as regional demographics,
analysis of current property development initiatives and market needs, and market trends. Such information
may not be accurate, complete or current. Any decision to acquire land which is based on inaccurate,
incomplete or outdated information or any change in circumstances may result in certain risks and
liabilities associated with the acquisition of such land, which could adversely affect our business, financial
condition and results of operations.

21. Our inability to procure contiguous parcels of land may affect our future development activities.

We acquire parcels of land and development rights over parcels of land in various locations from various
landholders, over a period of time, for future development. These parcels of land are subsequently

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consolidated to form a contiguous land mass, upon which we undertake development. In the past, we have
not experienced difficulties in procuring such parcels of land and consolidating them. However, we may be
unable to procure such parcels of land at all or on terms that are acceptable to us, which may affect our
ability to consolidate parcels of land into a contiguous mass. Failure to acquire such parcels of land may
cause delays or force us to abandon or modify the development of land in such locations, which may result
in our failing to realize our investment for acquiring such parcels of land. Accordingly, our inability to
procure contiguous parcels of land may adversely affect our business, results of operations, financial
condition and prospects.

22. We may enter into agreements with various third parties for the acquisition of land which may expire or
may be invalid which may lead to our inability to acquire these lands.

As part of our land acquisition process, we enter into purchase agreements or memoranda of understanding
with third parties prior to the transfer of interest or conveyance of title of the land. Although, we currently
do not have any purchase agreements or memoranda of understanding with third parties for the acquisition
of land, we may enter into such agreements as part of our projects. There can be no assurance that sellers of
land will be able to satisfy their conditions within the time frames stipulated, or at all. In addition, such
sellers may at any time decide not sell us the land identified.

In the event that we are unable to acquire this land, we may not be able to recover all or part of the advance
monies paid by us to these third parties. Further, in the event that these agreements are either held invalid or
have expired, we may lose the right to acquire these lands and also may not be able to recover the advances
made in relation to the land. Also, any indecisiveness on our part to perform our obligations or any delay in
performing our obligations under these agreements, may lead to us being unable to acquire these lands as
the agreements may also expire. Any failure to complete the purchases of land, renew these agreements on
terms acceptable to us or recover the advance monies from the relevant counterparties could adversely
affect our business, financial condition and results of operations.

23. We face uncertainty of title to properties owned by us or project-specific SPVs that will develop our
projects.

The difficulty of obtaining title guarantees in India means that title records provide only for presumptive
rather than guaranteed title. Property records in India have not been fully computerized and are generally
maintained and updated manually through physical records of all land-related documents. Accordingly,
existing land which is owned by us or owned by project-specific SPVs may have irregularities of title or
may be subject to, or affected by, encumbrances of which we may not be aware of. It is therefore difficult
to obtain and rely on accurate and up-to-date property records, which could delay or impede our
development. While we conduct due diligence and assessment exercises prior to acquiring land and
undertaking a project, we or they may not be able to assess or identify all risks and liabilities associated
with the land, such as faulty or disputed title, unregistered encumbrances or adverse possession rights. The
uncertainty of title to land makes the acquisition and development process more complicated and may
impede the transfer of title, expose us to legal disputes and adversely affect our land valuations. Legal
disputes in respect of land title can take several years and considerable expense to resolve if they become
the subject of court proceedings and their outcome can be uncertain. If we or the owners of the land on
which the project is to be developed are unable to resolve such disputes with claimants, we and the project-
specific SPVs may lose the interests in the land. The failure to obtain good title to a particular plot of land
may adversely prejudice the success of a development for which that plot is a critical part and may require
us to write off expenditures in respect of the development and, as a result, could adversely affect our
business and prospects.

In addition, title insurance is not commercially available in India to guarantee title or development rights in
respect of land. The absence of title insurance, coupled with the difficulties in verifying title to land, may
increase our exposure to third parties claiming title to the property. Some of these lands may have
irregularities of title, such as non-execution or non-registration of conveyance deeds and inadequate
stamping, and may be subject to encumbrances of which we may not be aware.

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24. We may not be able to compete effectively, particularly in regional markets and in our new businesses,
which may adversely affect our profitability.

We operate our businesses in an intensely competitive and highly fragmented environment. We face
significant competition in our business from a large number of Indian retail, residential and commercial
real estate development and hospitality companies. See “Business - Competition” on page 96 of this Draft
Red Herring Prospectus. In our retail business, we and certain of our tenants compete with other retail
distribution channels, including department stores and other shopping centers, in attracting customers.
Some of our competitors are larger than us and may have a larger land bank and financial resources. They
may also benefit from greater economies of scale and operating efficiencies. Competitors may, whether
through consolidation or growth, present more credible integrated projects. The extent of the competition
we face in a potential project depends on a number of factors, such as the sector, the size and type of
project, the complexity and location of the project and our reputation. Increasing competition could result
in price and supply volatility, which could cause our business to suffer. There can be no assurance that we
can continue to compete effectively with our competitors in the future, and our failure to compete
effectively may have an adverse effect on our business, financial condition and results of operations.

In the hospitality sector, we will compete for lessees with other real estate developers in a highly
competitive industry. Our success will be dependant on our ability to compete in areas such as design,
quality of accommodation, location, favorable lease rates and brand recognition, among others. There can
be no assurance that new or existing competitors will not significantly lower their rates or offer greater
convenience, design or locations than those which we will be able to provide. Such developments would
affect our ability to compete with them and have a negative effect on our profitability and financial
condition.

We are a recent entrant into the Indian residential real estate market and our performance is heavily
dependent on our ability to buy suitable land at reasonable prices. We face significant competition from
other more established residential real estate developers, many of whom may be better known as pan India
real estate developers. Increasing competition in our residential business could result in price and supply
volatility, which could cause our business to suffer. There can be no assurance that we may compete
effectively with our competitors in the future, and failure to compete effectively may have an adverse effect
on our business, financial condition and results of operations.

25. We may not be successful in implementing our strategies, particularly our growth strategy.

The success of our business will depend greatly on our ability to effectively implement our business and
strategies. See “Business - Strategies” on page 80 of this Draft Red Herring Prospectus. Even if we have
successfully executed our business strategies in the past, there can be no assurance that we will be able to
execute our strategies on time and within the estimated budget, or that we will meet the expectations of
targeted customers. We expect our strategies to place significant demands on our management and other
resources and require us to continue developing and improving our operational, financial and other internal
controls. Our inability to manage our business and strategies could have an adverse effect on our business,
financial condition and profitability.

We are embarking on an ambitious growth strategy, which involves, equity interests in, and the
development of, one Treasure Market City, five Treasure Islands, three Treasure Bazaars and five Treasure
Towns and Treasure Vihar projects. In addition, we also expect to derive significant revenues from the
growth of our property management business. Our expansion and diversification is on a scale that is
unprecedented in our history and places significant demands on our management as well as our financial,
accounting and operating systems. We may not be able to sustain such growth in revenues and profits or
maintain a similar rate of growth in the future. Further, as we grow and diversify, we may not be able to
execute our projects efficiently, which could result in delays, increased costs and diminished quality and
may adversely affect our reputation. If we are unable to manage our growth effectively, our business and
financial results will be adversely affected.

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26. Our indebtedness and the conditions and restrictions imposed by our financing agreements could
adversely affect our ability to conduct our business and operations.

As of March 31, 2010, we had total consolidated debt of Rs.9,125.52 million. We may incur additional
indebtedness in the future. Our and the project-specific SPVs‟ indebtedness could have several important
consequences, including but not limited to the following:

a portion of our and the project-specific SPVs‟ cash flow may be used towards payment of the
principal of, and interest on, existing and future debt, which will reduce the availability of cash
flow to fund working capital, capital expenditures and other requirements;

our and the project-specific SPVs‟ ability to obtain additional financing in the future at reasonable
terms may be restricted;

fluctuations in market interest rates may affect the cost of our and the project-specific SPVs‟
borrowings, as some of our or the project-specific SPVs‟ indebtedness are at variable interest
rates;

there could be an adverse effect on our business, financial condition and results of operations if we
or the project-specific SPVs are unable to service the indebtedness or otherwise comply with
financial and other covenants specified in the financing agreements; and

we may be more vulnerable to economic downturns, may be limited in our ability to withstand
competitive pressures and may have reduced flexibility in responding to changing business,
regulatory and economic conditions.

The agreements and instruments governing ours and the project-specific SPVs‟ existing indebtedness and
the agreements we and the project-specific SPVs expect to enter into for future indebtedness, contain and
are likely to contain restrictions and limitations, such as restrictions on issuance of new shares or other
securities, incurring further indebtedness, creating further encumbrances on assets, disposing off assets,
effecting any scheme of amalgamation or restructuring, undertaking guarantee obligations, declaring
dividends or incurring capital expenditures beyond certain limits. In addition, some of these financing
agreements contain and are likely to contain financial covenants, which may require us or the project-
specific SPVs to maintain, among other things, a specified net worth to assets ratio, debt service coverage
ratio, and maintenance of collateral. Most of our and the project-specific SPVs‟ financing arrangements are
secured by our or the project-specific SPVs‟, as applicable, immovable and movable assets. Many of our
and the project-specific SPVs‟ financing agreements also include various conditions and covenants that
require us or them, as applicable, to obtain lender consents prior to carrying out certain activities and
entering into certain transactions. Failure to meet these conditions or obtain these consents could have
significant consequences on our business and operations.

27. We face risks inherent in concentrating our business on developing residential properties and
developing and managing urban shopping centers in emerging cities in India.

Our principal business strategy is to own, develop, manage and operate urban shopping centers and to
develop residential projects in emerging cities in India. Our strategy is premised on our belief that urban
shopping centers and residential properties in emerging cities in India will benefit from the significant
economic and consumer growth potential in India‟s emerging cities. We are also currently developing large
scale residential real estate developments, hotels and commercial office space, and intend to selectively and
strategically develop other large scale residential real estate developments, hotels and commercial office
space in the future. Accordingly, our principal business strategies expose us to the risks inherent in
concentrating our business in a single type of market. Other real estate companies that invest in more than
two or three types of project or over a wider geographical target may not face these risks to the same extent,
or at all. These risks include, but are not limited to, a downturn in emerging cities, which have smaller and
less developed consumer markets, decreases in rental or occupancy rates and insolvency of tenants and

xxiv
other counterparties. These risks could affect the valuations of our shopping centers, restrict our ability to
raise funds for our business and result in higher financing costs. If any of these events were to occur, or the
potential economic and consumer growth in emerging cities that we anticipate does not materialize, our
business, financial condition and results of operations may be adversely affected.

28. Renovation, asset enhancement works, physical damage or latent building or equipment defects to our
properties may disrupt the operations of the properties and collection of rental income or otherwise
result in adverse effect on our financial condition.

The quality and design of a shopping center has an influence on the demand for space in, and the rental
rates of, the shopping center, as well as its ability to attract strong shopper traffic. Our shopping centers
may need to undergo renovation or asset enhancement works from time to time to retain their attractiveness
to tenants as well as shoppers and may also require unforeseen maintenance or repairs in respect of faults or
problems that may develop or as a result of new planning laws or regulations. The costs of maintaining a
retail property and the risk of unforeseen maintenance or repair requirements tend to increase over time as
the building ages. The business and operations of the properties may suffer some disruption and it may not
be possible to collect the full rate of, or, as the case may be, any rental income on space affected by such
renovation works. Shopper traffic may also be adversely affected by such renovation and/or repair works.

In addition, physical damage to our shopping centers resulting from fire or other causes and design,
construction or other latent defects in our shopping centers in which we have an interest may lead to
additional capital expenditure, special repair or maintenance expenditure, business interruption, or payment
of damages or other obligations to third parties, and may in turn result in an adverse effect on our business,
financial condition and results of operations.

29. Our revenues from our shopping centers and hospitality properties may fluctuate on a seasonal basis,
causing our results of operations from our shopping centers business to be susceptible to changes in
seasonal shopping patterns.

The retail real estate industry is seasonal in nature, with shopping center tenant sales highest in the third
quarter due to the Dusshera, Diwali and year-end season, and with lesser, though still significant, sales
fluctuations associated with the summer months of June, July and August and the back-to-school period.
While our fixed-price shopping center leases are generally not subject to seasonal factors, our fixed-or-
percentage of sales leases and percentage of sales leases are affected by seasonal factors, and the majority
of new stores open in the second half of the year in anticipation of the Diwali selling season. Accordingly,
revenues and occupancy levels are generally highest in the third quarter. As a result of this seasonality, our
revenues for our shopping center business during any fiscal quarter cannot be used as an accurate indicator
of our financial year results.

The hotel industry is seasonal in nature and the periods during which our hotel tenants experience higher
revenue vary from property to property and depend principally upon location. As a result of this
seasonality, our revenues for our hospitality properties during any fiscal quarter cannot be used as an
accurate indicator of our financial year results.

30. The historical financial results included in this Draft Red Herring Prospectus may not be accurate
indicators of our future performance.

Our consolidated operating results may differ significantly from period to period due to factors such as the
launch of new projects, delays or difficulties in increasing our developed properties, changes in the real
estate market and inaccurate estimates of the resources and time required to complete Ongoing and
Forthcoming Projects or maintain and operate Completed Projects. Due to the foregoing factors, it is
possible that in some future financial quarters our operating results may be significantly below the
expectations of the market, analysts and investors and / or different from those in previous quarters.

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31. We recognize revenue based on the percentage of completion method of accounting on the basis of our
management’s estimates of revenues and development costs on a property by property basis. As a result,
our revenues and development costs may fluctuate significantly from period to period.

We recognize the revenue generated from our residential and commercial projects on the percentage of
completion method of accounting. Under this method, revenue recognized with respect to a property
development, is equal to the lower of (a) the percentage of completion of the property and (b) actual
amount received on booking or sale of the property as a percentage of total estimated property sales. The
percentage of completion of a property is determined on the basis of portion of the actual cost of the
property incurred thereon, including cost of land, as against the total estimated cost of the property under
execution. We cannot assure you that the estimates used under the percentage of completion method will
equal either the actual cost incurred or revenue received with respect to these projects. The effect of such
changes to estimates is recognized in the financial statements of the period in which such changes are
determined. This may lead to significant fluctuations in revenues and development costs and limit our
ability to undertake new projects. Therefore, we believe that period-to-period comparisons of our results of
operations are not necessarily meaningful and should not be relied upon as indicative of our future
performance. Such fluctuations in our revenues and costs could also cause our share price to fluctuate
significantly.

32. Certain information in this Draft Red Herring Prospectus is based on management estimates which may
change, and industry, statistical and financial data contained in this Draft Red Herring Prospectus may
be incomplete or unreliable.

Certain information contained in this Draft Red Herring Prospectus, such as the amount of land or the
location and type of development, the Leaseable Area, Saleable Area and Developable Area, estimated
construction commencement and completion dates, estimated construction costs, our funding requirements
and our intended use of proceeds of the Issue, is based solely on management estimates and our business
plan and has not been appraised by any bank, financial institution or independent agency. The total area of
property that is ultimately developed and the actual total Leaseable or Saleable Area may differ from the
descriptions of the property presented herein and a particular project may not be completely booked, sold,
leased or developed until a date subsequent to the expected completion date.

We may also have to revise our funding estimates, development plans (including the type of proposed
development) and the estimated construction commencement and completion dates of our projects
depending on future contingencies and events, including, among others:

changes in laws and regulations;

competition;

receipt of statutory and regulatory approvals and permits;

irregularities or claims with respect to title to land or agreements related to the acquisition of land;

the ability of third parties to complete their services on schedule and on budget;

delays, cost overruns or modifications to our ongoing and planned projects;

commencement of new projects and new initiatives; and

changes in our business plans due to prevailing economic conditions.

In addition, while facts and other statistics in this Draft Red Herring Prospectus relating to India, the Indian
economy, as well as the Indian real estate sector have been based on various publications and reports from
agencies that we believe are reliable, we cannot guarantee the quality or reliability of such materials.

xxvi
Industry facts and other statistics have not been prepared or independently verified by us or any of our
respective affiliates or advisers and, therefore we make no representation as to their accuracy or
completeness. These facts and other statistics include the facts and statistics included in “Industry
Overview” on page 58 of this Draft Red Herring Prospectus. Due to possibly flawed or ineffective data
collection methods or discrepancies between published information and market practice, the statistics
herein may be inaccurate or may not be comparable to statistics produced elsewhere and should not be
unduly relied upon. Further, there is no assurance that they are stated or compiled on the same basis or with
the same degree of accuracy, as the case may be, in reports or other publicly available information prepared
by the same or different third party analysts.

33. The estimated total Developable Area and Leaseable or Saleable Areas with respect to our Ongoing
Projects and Forthcoming Projects are based on existing real estate regulations and current
development plans, and may differ from the actual total Leaseable or Saleable Area once these projects
are complete.

The estimated total Developable Area and Leaseable or Saleable Area data presented in this Draft Red
Herring Prospectus with respect to our Ongoing Projects and Forthcoming Projects has been estimated by
us on a best case basis, based on the occurrence of certain events and our estimation of certain favorable
conditions that we expect to occur, but over which we do not have control. Any change in these events,
conditions, regulations or plans may lead to changes in the estimated Developable Area and Leaseable or
Saleable Areas, including a reduction in such areas, which could adversely affect our business and results
of operations. The Developable Areas are based on the concept of “super built-up” areas, which are
theoretical loadings, based on our understanding and perception of existing market conditions. In addition,
our estimates with respect to such area necessarily contain assumptions that may not prove to be correct. If
our estimated Developable Area or Leaseable or Saleable Area proves to be greater than our actual
Developable Area or Leaseable or Saleable Area, our results may fail to meet expectations and our share
price and business could suffer.

34. If we are unable to retain or recruit senior management or key personnel, our business could suffer.

Our senior management and key personnel, many of whom have a number of years of experience with us or
in the industries in which we operate, are difficult to replace. Any loss or interruption of the services of
such senior management or key personnel, or our inability to recruit qualified additional or replacement
personnel, could adversely affect our business by triggering a shortage of personnel, increasing the work-
load amongst existing personnel and/or increasing our personnel costs. We generally employ our senior
management and key personnel pursuant to an appointment letter, which requires the employee to serve
only one month‟s notice. Moreover, none of our senior management and key personnel owns any key
person insurance when they resign their positions. We also do not have non-compete agreements with our
senior management and key personnel.

35. We have entered into, and will continue to enter into, transactions with related parties.

We have entered into various transactions with related parties, including our Promoters and Promoter
Group entities. These related party transactions include entering into development and other agreements,
payment and receipt of advances for purchase of land, payment of managerial remuneration, reimbursement
of costs and expenses, including civil and infrastructure costs, grant and repayment of loans and grant of
corporate guarantees and reimbursement of bank guarantee charges. Such transactions are made on an
arm‟s length basis on no less favorable terms than if such transactions were carried out with unaffiliated
third parties. These transactions in the present and future may potentially involve a conflict of interest
which may adversely affect our business or harm our reputation. For details of related party transactions,
see “Related Party Transactions” on page 160 of this Draft Red Herring Prospectus.

36. Our Promoter Group will continue to exercise significant influence over us, and their interests in our
business may be different to those of other shareholders.

As of the date of this Draft Red Herring Prospectus, our Promoters and Promoter Group hold 66.98% of the

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issued and outstanding Equity Shares. Immediately following this Issue, but assuming no other changes in
shareholding, our Promoters and Promoter Group will own 37,549,606 Equity Shares (representing 28.94%
of our issued and outstanding equity shares). As such, our Promoter Group exercises and will continue to
exercise significant influence over our business, policies and affairs and all matters requiring a
shareholders‟ vote. This concentration of ownership also may delay, defer or even prevent a merger,
acquisition or change in control of us and may make some transactions more difficult or impossible without
the support of these shareholders. We cannot assure you that the interests of our Promoter Group may not
conflict with the interests of other shareholders and they could take decisions that may adversely affect our
business operations and the value of your investment in the Equity Shares.

37. Contingent liabilities could adversely affect our financial condition.

As of March 31, 2010, we had contingent liabilities in the following amounts, as disclosed in our
consolidated financial statements:

Particulars (Rs. in
million)
Bank guarantees outstanding……………………………………………………………. 103.16
Guarantees on behalf of other companies………………………………………………… 9,757.68
Demands of income tax authorities disputed in appeal…………………………………… 63.64
Amount deposited by the Company against above demand……………………………… 14.88
Demands of Sales tax authorities disputed in appeal……………………………………. 2.90
Obligation under “Export Promotion of Capital Goods Scheme” of the Central
Government……………………………………………………………………….............. 525.07
Service tax on rent from commercial properties…………………………………………. 54.04
Claim from Madhya Pradesh Housing Board on account of dispute …………………….. 115.00

Any or all of these contingent liabilities and commitments may become actual liabilities. If these contingent
liabilities materialize, our business and financial condition could be adversely affected. See “Financial
Statements” and “Outstanding Litigation and Material Developments” on pages 162 and 288 of this Draft
Red Herring Prospectus.

38. Our transition to IFRS reporting could have an adverse effect on our reported results of operations or
financial condition.

Public companies in India, including us, may be required to prepare annual and interim financial statements
under IFRS in accordance with the roadmap for the adoption of, and convergence with, IFRS announced by
the Ministry of Corporate Affairs, Government of India through press note dated January 22, 2010 (the
“Press Release”) and the clarification thereto dated May 4, 2010 (together with the Press Release, the
“IFRS Convergence Note”). Pursuant to the IFRS Convergence Note, all companies having a net worth in
excess of Rs.5,000.00 million and below Rs.10,000.00 million as of March 31, 2009, will be required to
convert their opening balance sheets as at April 1, 2013 (if the financial year commences on or after April
1, 2013) in compliance with the notified accounting standards which are convergent with IFRS.
Accordingly, we may be required to prepare our annual and interim financial statements under the
accounting standards which are convergent with IFRS from April 1, 2013. We have not yet determined
with any degree of certainty what impact the adoption of IFRS will have on our financial reporting.

Our financial condition, results of operations, cash flows or changes in shareholders‟ equity may appear
materially different under IFRS than under Indian GAAP or our adoption of IFRS may adversely affect our
reported results of operations or financial condition.

In addition, in our transition to IFRS reporting, we may encounter difficulties in the ongoing process of
implementing and enhancing our management information systems. Moreover, our transition may be
hampered by increasing competition and increased costs for the relatively small number of IFRS
experienced accounting personnel available as more Indian companies begin to prepare IFRS financial

xxviii
statements.

39. We are subject to third-party litigation risk by visitors, contractors and tenants of our shopping centers
which could result in significant liabilities and damage our reputation.

In general, as landlord, owner and manager of our shopping centers, we are exposed to the risk of litigation
or claims by visitors, contractors or tenants of our shopping centers, which may arise for a variety of
reasons, including any accidents or injuries that may be suffered by them while at our properties, our
tenants‟ inability to enjoy the use of the properties in accordance with the terms of their lease and our
failure to perform any of our obligations under any lease, construction or other contracts or agreements
entered into with contractors, tenants or other third parties. If we are required to bear all or a portion of the
costs arising out of litigation or investigations as a result of inadequate insurance proceeds or failure to
obtain indemnification from the owners of shopping centers we may manage, this may have an adverse
effect on our business, financial condition and results of operations.

40. Our insurance coverage may not adequately protect us against certain risks to or claims by our
employees, and we may be subject to losses that might not be covered in whole or in part by existing
insurance coverage.

We maintain insurance for a variety of risks, including for fire and allied perils, contractors‟ all risk
protection, third party liability, theft, certain other eventualities and director and officer liability. However,
there are various other types of risks and losses for which we are not insured, such as loss of business and
environmental liabilities, because they are either uninsurable or not insurable on commercially acceptable
terms. Should an uninsured loss or a loss in excess of insured limits occur, we could incur liabilities, lose
capital invested in that property or lose the anticipated future income derived from that business or
property, while remaining obligated for any indebtedness or other financial obligations related to our
business. Any such loss could result in an adverse effect to our financial condition. Furthermore, in the
future we may not be able to maintain insurance of the types or at levels which we deem necessary or
adequate. Moreover, any payments we make to cover any losses, damages or liabilities or any delays we
experience in receiving appropriate payments from our insurers could have an adverse effect on our
financial condition and results of operations. Any such uninsured losses or liabilities could result in an
adverse effect on our business operations, financial conditions and results of operations.

41. We operate in a highly regulated environment, and existing and new laws, regulations and Government
policies affecting the sectors in which we operate could adversely affect our operations and our
profitability.

The real estate sector in India is heavily regulated by the central, state and local Governments. Real estate
developers are therefore required to comply with various Indian laws and regulations, including policies
and procedures established and implemented by local authorities. Regulatory authorities may allege that we
are not in compliance with applicable laws and regulations and may subject us to regulatory action
including penalties, seizure of land and other civil or criminal proceedings. We may also not be able to
adapt to new laws, regulations or policies that may come into effect from time to time with respect to the
real estate sector, which may cause a delay in the implementation of our projects. For details, see
“Regulations and Policies” and “Government Approvals” on pages 100 and 295, respectively of this Draft
Red Herring Prospectus.

In particular, we are subject to various national and local laws and regulations relating to the protection of
the environment. These may require us to investigate and clean-up hazardous or toxic substances and
materials at a property and be liable for the costs of removal or remediation of such substances and
materials. Such liability may be imposed irrespective of whether we knew of, or were responsible for, any
environmental damage or pollution or the presence of such substances and materials. The cost of
investigation, remediation or removal of these substances and materials may be substantial. Environmental
laws may also impose compliance obligations on owners and operators of real property with respect to the
management of hazardous materials and other regulated substances. Failure to comply with these laws can
result in penalties or other sanctions and we cannot assure you that we will be completely in compliance

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with these regulatory requirements at all times.

Environmental reports that we may request a third party to prepare with respect to any of our properties
may not reveal all environmental liabilities or material environmental conditions. Material environmental
conditions, liabilities or compliance concerns may also arise after a review has been completed or may arise
in the future. In addition, future laws, ordinances or regulations and future interpretations of existing laws,
ordinances or regulations may impose additional environmental liability. We may therefore be subject to
costs, liabilities or penalties relating to environmental matters which could adversely affect our business,
financial condition and results of operations.

42. We require regulatory approvals in the ordinary course of our business, and the failure to obtain them
in a timely manner, or at all, may adversely affect our operations.

We require regulatory approvals, licenses, registrations and permissions to develop our projects. These
approvals, licenses, registrations and permissions are required from central and state Governments and their
agencies. In addition, some of the regulatory approvals, licenses, registrations and permissions required for
operating our businesses differ from jurisdiction to jurisdiction and expires from time to time. We may
encounter difficulties in fulfilling the conditions precedent to the approvals described above or any
approvals that we may require in the future, some of which are onerous and may require us to incur
substantial expenditure that we may not have anticipated. We may also not be able to adapt to new laws,
regulations or policies that may come into effect from time to time with respect to the property industry in
general or the particular processes with respect to the granting of the approvals. There may also be delays
on the part of the administrative bodies in reviewing our applications and granting approvals or the
approvals issued to us may be suspended or revoked in the event of non-compliance or alleged non-
compliance with any terms or conditions thereof, or pursuant to any regulatory action. We generally apply
for renewals of such regulatory approvals, licenses, registrations and permissions prior to or upon their
expiry. However, we cannot assure you that we will obtain all regulatory approvals, licenses, registrations
and permissions that we may require in the future, or receive renewals of existing or future approvals,
licenses, registrations and permissions in the time frames required for our operations, or at all. For example,
we have not received approval for building construction permission for our retail projects at Amaravati,
Nanded and Thiruvananthapuram and we have not received approval to convert our land parcels for our
residential township project in Indore (at Kanadia) from agricultural land to residential land, due to which
the schedule of development and sale of projects could be substantially delayed or impeded, which could
adversely affect our business. See “Government Approvals” on page 295 of this Draft Red Herring
Prospectus.

43. Taxes and other levies imposed by the central or state Governments, as well as other financial policies
and regulations, may have an adverse effect on our business, financial condition and results of
operations.

We are subject to a number of taxes and other levies imposed by the central or state Governments in India,
particularly, property tax regimes in jurisdictions in which we operate, stamp duty, service tax on lease of
properties, as well as certain other taxes, duties or surcharges introduced on a permanent or temporary basis
from time to time. The Central and state tax scheme in India is extensive and subject to change from time to
time. Any adverse changes in any of the taxes levied by the central or state Governments may adversely
affect our competitive position and profitability. Any such changes in the incidence or rates or property
taxes or stamp duty or service or other value added tax could have an adverse affect on our financial
condition and results of operations.

44. The Government may exercise rights of compulsory purchase or eminent domain in respect of our lands.

We are subject to the risk that central and state Governments in India may exercise their rights of eminent
domain, or compulsory purchase in respect of lands. The Land Acquisition Act, 1894 allows the central and
state Governments to exercise rights of eminent domain or compulsory purchase, which, if used in respect
of our land, could require us to relinquish land with minimal compensation. The likelihood of such actions
may increase as the central and state Governments seek to acquire land for the development of

xxx
infrastructure projects such as roads, airports and railways. Any such action in respect of one or more of
our major current or proposed developments could adversely affect our business.

45. Disruptions and other impairment of our information technologies and systems could adversely affect
our business.

Any disruption or other impairment in our information technology capabilities could harm our business.
Our business depends upon the use of sophisticated information technologies and systems for tenant sales
tracking systems, property management, communications, procurement, tenant record databases and
administrative systems. We cannot assure you that we will be able to continue to operate effectively and
maintain such information technologies and systems.

In addition, our information technologies and systems are vulnerable to damage or interruption from
various causes, including power losses, computer systems failures, Internet and telecommunications or data
network failures, computer viruses, hacking and similar events. We maintain certain disaster recovery
capabilities for critical functions in our business. However, we cannot assure you that these capabilities will
successfully prevent a disruption to or an adverse effect on our business or operations in the event of a
disaster or other business interruption. Any extended interruption in our technologies or systems could
significantly curtail our ability to conduct our business and generate revenue.

46. We had negative net cash flows from operating activities in the past and may do so in the future, which
may adversely affect our financial condition and results of operations.

Our net cash flows from operating activities for financial years 2010, 2008, 2007 and 2006 were negative,
amounting to Rs.919.50 million, Rs.1,494.51 million, Rs.166.04 million and Rs.367.38 million,
respectively. We anticipate that in the current operating environment, the domestic credit market for real
estate development activities remains challenging, as does the demand scenario from customers. We may
therefore experience negative cash flows from operating activities in the future which would adversely
affect our financial condition and results of operations.

47. Advance bookings for properties in our residential projects could be delayed or cancelled, which may
adversely affect our operating cash flows and income.

Advance bookings for properties in our residential projects could be delayed or cancelled, which may
adversely affect our operating cash flows and income. As of March 31, 2010, aggregate advance bookings
for our three launched residential township projects, Treasure Town and Treasure Vihar projects at AB
Road and Rangawasa in Indore and at Kharol Colony in Udaipur, was Rs.1,837.00 million. Advance
bookings do not necessarily indicate future earnings related to the delivery of booked properties but merely
refer to expected future income under signed contracts. Where our residential projects are delayed beyond
the scheduled completion date, our customers may have a right to cancel their bookings. In addition, we
may cancel bookings where our customers fail to make installment payments. Any delay, cancellation or
payment default may adversely affect our operating cash flows and income.

48. We recognize income from bookings in our residential projects and upon the occurrence of certain
events, we may be required to reverse some of the income recognized from such bookings.

We recognize income from the bookings for properties in our residential projects. The income from these
bookings constitute 46.94% of our total income for the financial year 2010. If our residential projects are
delayed beyond the scheduled completion date, our customers have a right to cancel their bookings. If our
customers cancel their bookings, we may be required to reverse the income recognized from these
bookings. If an increasing number of bookings are cancelled in respect of projects where we have
recognized income, our business, financial condition and results of operations could be adversely affected.

xxxi
49. Certain of our Group Companies have incurred losses or have had negative net worth in last three fiscal
years.

As set forth below, some of our Group Companies have incurred losses or have had negative net worth
during last three fiscal years (as per their respective standalone financial statements). They may continue to
incur losses in future periods, which may have an adverse effect on our results of operations.

The details of the Group Companies which have incurred losses in last three fiscal years are provided in the
following table:
(Rs. in million)
Sr. Name of the Group Company Profit/(Loss) after tax for the financial year
No. 2009 2008 2007
1. Dreamworld Developers Private Limited 0.03 (0.02) (0.01)
2. Fantasy Real Estates Private Limited 0.23 (0.20) (0.003)
3. Four Dimension Properties Private Limited (0.41) (0.02) 0.004
4. Triple A Real Estates Private Limited 0.48 (0.02) (0.008)

The details of the Group Companies which have had negative net worth during last three fiscal years are
provided in the following table:
(Rs. in million)
Sr. Name of the Group Company Net worth for the financial year
No. 2009 2008 2007
1. Fantasy Real Estates Private Limited 1.11 (0.12) 0.08
2. Crystal 3 Power Private Limited (0.28) - -
3. Four Dimension Properties Private Limited (0.33) 0.08 0.10

For further details on these Group Companies, see “Group Companies” on page 155 of this Draft Red
Herring Prospectus.

50. The Company has advanced unsecured loans to its Subsidiaries which involves a substantial degree of
risk.

As of March 31, 2010, we have advanced Rs.526.63 million of unsecured loans repayable on demand to
our Subsidiaries. These investments may be illiquid and we may not be able to realize any benefits or may
have to defer their realization potentially for a considerable period of time. Further, we may incur
additional costs or be unable to participate in other opportunities which may adversely affect our business,
financial condition and results of operations. The loans advanced to our Subsidiaries may not be repaid on a
timely basis or at all.

51. As a holding company for certain of our operations and assets, we depend on the availability and
upstream payment of cash from our Subsidiaries and project-specific SPVs.

We hold certain of our assets and interests indirectly through intermediate subsidiaries and project-specific
SPVs. Our cash flow will depend upon the cash of our operating subsidiaries and the payment of funds by
our operating subsidiaries to us.

Our operating subsidiaries and project-specific SPVs‟ ability to make any distributions or other payments
to us will depend on their profits, business and tax considerations and legal restrictions. Furthermore,
covenants in the financing arrangements governing the debt of our Subsidiaries and project-specific SPVs
restrict their ability to make distributions or other payments to us, which could adversely affect our
business, financial condition and results of operations.

Further, in the event of a default under our Subsidiaries‟ and/or project-specific SPVs‟ credit facilities or
other financing arrangements, our Subsidiaries‟ and/or our project-specific SPVs‟ creditors could elect to
declare all amounts borrowed, together with accrued and unpaid interest and other fees, to be due and

xxxii
payable. In such an event, our Subsidiaries‟ and/or our project-specific SPVs‟ credit facilities or other debt
financing arrangements will not permit our Subsidiaries and/or project-specific SPVs to distribute funds to
us. Any default under our Subsidiaries‟ and/or project-SPVs credit facilities would adversely affect our
business, financial condition and results of operations.

52. We have not entered into any definitive agreements to use a substantial portion of the net proceeds of the
Issue towards construction of certain of our Ongoing Projects and the proceeds which we intend to
utilize for general corporate purposes may constitute more than 25.00% of the net proceeds of the Issue.

We have not entered into any definitive agreements to use a substantial portion of the net proceeds of the
Issue towards construction of certain of our Ongoing Projects. Our use of the proceeds of the Issue is at the
discretion of our Board of Directors and is not subject to monitoring by an independent monitoring agency
since the Issue Size is less than Rs.5,000.00 million. As described in “Objects of the Issue” on page 38 of
this Draft Red Herring Prospectus, we intend to use a portion of the proceeds from the Issue towards the
construction of certain of our Ongoing Projects, purchase of a portion of unsecured fully convertible
debentures issued by TWDPL from IAF - III, IAF - IV and PML and for general corporate purposes. We
may not be able to conclude the purchase of such debentures or such projects on the terms or within the
time or budget anticipated by us, or at all. Further, we have not specifically identified the general corporate
purpose for which we intend to utilize a portion of the net proceeds and the use of such proceeds will be at
the discretion of the Board of Directors and, may exceed 25.00% of the net proceeds of the Issue.

53. We may undertake acquisitions, investments, strategic relationships or divestments in the future, which
may pose management and integration challenges.

We may undertake acquisitions, investments, strategic relationships and divestments in the future as part of
our growth strategy in India. These activities may not necessarily contribute to our profitability and may
divert the attention of our management or require us to assume high levels of debt or contingent liabilities,
as part of such transactions. In addition, we could experience difficulty in combining operations and
cultures and may not realize the anticipated synergies or efficiencies from such transactions. These
difficulties could disrupt our ongoing business, distract our management and employees and increase our
expenses.

54. Our business will be adversely affected if mortgage financing becomes more costly or otherwise less
attractive or available.

Substantially all purchasers of our residential properties rely on mortgages to fund their purchases. An
increase in interest rates may significantly increase the cost of mortgage financing and affect the
affordability of residential properties. In addition, the Reserve Bank of India and consumer banks may also
increase the down-payment requirements, impose other conditions or otherwise change the regulatory
framework in a manner that would make mortgage financing unavailable or unattractive or less available or
less attractive to potential property purchasers. If the availability or attractiveness of mortgage financing is
reduced or limited, many of our prospective customers may not be able to purchase our properties and, as a
result, our business, financial condition and results of operations could be adversely affected.

55. Some of the marks used by us are not registered and the inability to use any such mark could adversely
affect our business and results of operations.

The brands and trademarks “TREASURE”, “TREASURE MARKET CITY”, “TREASURE ISLAND”,
“TREASURE BAZAR” and “TREASURE TOWN” and their associated logos are owned by us, and we are
the registered owner of the trademarks. Some of the marks used by us such as “Treasure Vihar” are not
registered, though applications have been made for their registration, and as a result, third parties could
attempt to stop us from using such marks or claim damages for the infringement by us for using such
marks. The inability to use any such marks could adversely affect our business and results of operations.
The infringement or the inability to register our trademarks, logo and other intellectual property rights
could adversely affect our business. Our intellectual property rights are important to our brand and we
believe the strength of our brand gives us a competitive advantage. We use our intellectual property rights

xxxiii
to protect the goodwill of our brand, promote our brand name recognition, enhance our competitiveness and
otherwise support our business goals and objectives. We cannot assure you that the steps we take to obtain,
maintain and protect our intellectually property rights will be adequate.

56. There may be potential conflicts of interests between us, our Directors and our Promoters, who have
interests in the real estate industry.

Our Promoters are engaged in the investment in, and the development and management of, among other
things, a large portfolio of properties, including retail properties. Some of our Directors are on the board of
various other companies engaged in the real estate industry. As a result, there may be circumstances where
our investments compete directly with the other retail properties that our Promoters operate (by itself or
with another joint venture partner).

Our Promoters may compete with us, in the same industries, businesses and locations in which we operate,
and we cannot assure you that conflicts of interests between us and our Promoters would not arise. Such
conflicts could adversely affect our prospects, business, results of operations and financial condition.

57. We may be involved in legal and administrative proceedings arising from our operations from time to
time.

We may be involved from time to time in disputes with various parties involved in the development and
sale of our properties, such as contractors, sub-contractors, suppliers, joint venture partners, occupants, and
claimants of title over land and governmental authorities. These disputes may result in legal and/or
administrative proceedings, and may cause us to suffer litigation costs and project delays. We may, for
example, have disagreements over the application of law with regulatory bodies or third parties in the
ordinary course of our business, which may subject us to administrative proceedings and unfavorable
decisions, resulting in financial losses and the delay of commencement or completion of our projects. Such
litigation may result in delays and additional costs to our projects, and could, in turn, adversely affect our
business, financial condition and results of operations.

RISKS RELATING TO INDIA

58. A slowdown in economic growth in India could cause our business to suffer.

Our performance and growth are dependent on the health of the Indian economy. The economy could be
adversely affected by various factors including political or regulatory action, including adverse changes in
liberalization policies, social disturbances, lack of credit or other financing, terrorist attacks and other acts
of violence or war, natural calamities, increase in interest rates, changes in fiscal or monetary policies
commodity and energy prices and various other factors. In addition to the factors set forth above, our
business may be affected by adverse changes specific to the residential and retail real estate markets.
Demand in the residential real estate market may be adversely affected by changes such as a decrease in
disposable income or a rise in residential mortgage rates or a decline in the population. The business may
also be affected by adverse changes specific to the retail industry, which has historically been and could be
in the future adversely affected by, the adverse financial condition of some large retail companies, ongoing
consolidation in the retail sector in India, the excess amount of retail space in a number of Indian regional
markets, an increase in consumer purchases through catalogues or the Internet and reduction in the demand
for tenants to occupy the shopping centers as a result of the Internet and ecommerce, the timing and costs
associated with property improvements and rentals, any changes in taxation and zoning laws and adverse
Government regulation. Any slowdown in the Indian economy may adversely affect our business and
financial performance and the price of the Equity Shares.

xxxiv
59. Political instability or changes in the Government could delay the liberalization of the Indian economy
and adversely affect economic conditions in India generally, which could affect our financial results
and prospects.

Since 1991, successive Indian Governments have pursued policies of economic liberalization, including
significantly relaxing restrictions on the private sector. Nevertheless, the role of the Indian central and state
Governments in the Indian economy as producers, consumers and regulators has remained significant. The
leadership of India has changed many times since 1996. Currently and in the past, the central Government
has been a coalition of several political parties. Although the current Government has announced policies
and taken initiatives that support the economic liberalization policies that have been pursued by previous
Governments, the rate of economic liberalization could change, and specific laws and policies affecting real
estate, foreign investment and other matters affecting investment in our securities could change as well.

60. Foreign direct investment in the real estate sector in India under the automatic route is governed by a
policy statement which may be ambiguous in its terms.

FDI regulations impose certain conditions on investments in the real estate sector in India. Government
policy in respect of FDI in the real estate sector in India is regulated by Consolidated FDI Policy issued by
the Government of India, Ministry of Commerce and Industry, which permits foreign direct investment of
up to 100.00% subject to the project fulfilling certain specified conditions. The Consolidated FDI Policy,
however, are subject to differing interpretations. For example, foreign direct investment is subject to the
condition that for joint ventures with Indian partners the “minimum capitalization” should be US$5 million.
However, there is some ambiguity on what is meant by “minimum capitalization”. In addition, although the
Consolidated FDI Policy stipulate that funds have to be brought in within six months of “commencement of
business of the Company”, the term “commencement of business of the Company” has not been defined or
explained and may also be subject to different interpretations. Further, the Consolidated FDI Policy
provides guidelines in relation to the calculation of total foreign investment in Indian companies. The same
is subject to different interpretations and may be subject to amendments as reported in various news
articles. Our inability to raise additional capital as a result of these and other restrictions could adversely
effect our business and prospects. For more information on these restrictions, see “Regulations and
Policies” on page 100 of this Draft Red Herring Prospectus.

61. Terrorist attacks, civil unrest and other acts of violence or war involving India and other countries could
adversely affect the financial markets and our business.

Terrorist attacks such as the Mumbai terror attacks in November 2008 and other acts of violence or war
may negatively affect the Indian markets on which the Equity Shares trade and also adversely affect the
worldwide financial markets. These acts may also result in a loss of business confidence, and adversely
affect our business. In addition, any deterioration in relations between India and its neighboring countries
might result in investor concern about stability in the region, which could adversely affect the price of the
Equity Shares.

India has also witnessed civil disturbances in recent years and it is possible that future civil unrest as well
as other adverse social, economic and political events in India could have a negative effect on us. Such
incidents could also create a greater perception that investment in Indian companies involves a higher
degree of risk and could have an adverse affect on our business and the price of the Equity Shares.

62. Any downgrading of India’s sovereign debt rating by an independent agency may harm our ability to
raise debt financing.

Any adverse revisions to India‟s credit ratings for domestic and international debt by international rating
agencies may adversely affect our ability to raise additional financing and the interest rates and other
commercial terms at which such additional financing is available. This could have an adverse effect on our
capital expenditure plans, business and financial performance.

xxxv
63. Natural calamities could have a negative effect on the Indian economy and cause our business to suffer.

India has experienced natural calamities such as earthquakes, a tsunami, floods and drought in the past few
years. The extent and severity of these natural disasters determines their effect on the Indian economy. For
example, the erratic progress of the monsoon in 2009 has affected sowing operations for certain crops.
Further prolonged spells of below normal rainfall or other natural calamities could have a negative effect
on the Indian economy, adversely affecting our business and the price of the Equity Shares.

64. Inflation may adversely affect our financial condition and results of operations.

If inflation increases in the future, we may experience any or all of the following:

difficulty in replacing or renewing expiring leases with new leases at higher rents;

decreasing tenant sales as a result of decreased consumer spending which could adversely affect
the ability of our tenants to meet their rent obligations and/or result in lower percentage rents; and

an inability to receive reimbursement from our tenants for their share of certain operating
expenses, including common area maintenance, real estate taxes and insurance.

India has experienced very high levels of inflation in the past with inflation at 10.16% in May 2010.
However, recently inflation has fallen to less than 1.00%. In the event of a high rate of inflation, our costs,
such as salaries, price of transportation, wages, raw materials or any other of our expenses may increase.
Further, we will not be able to adjust our costs or pass our costs which have been fixed along during
periods of lower inflation to our customers. Accordingly, high rates of inflation in India could increase our
costs, could have an adverse effect on our profitability and, if significant, on our financial condition.

65. Foreign investors are subject to foreign investment restrictions under Indian law.

Under the foreign exchange regulations currently in force in India, transfers of shares between non-
residents and residents are freely permitted (subject to certain exceptions) if they comply with the pricing
guidelines and reporting requirements specified by the RBI. If the transfer of shares is not in compliance
with such pricing guidelines or reporting requirements or fall under any of the exceptions, then the prior
approval of the RBI will be required. Additionally, shareholders who seek to convert the Rupee proceeds
from a sale of shares in India into foreign currency and repatriate that foreign currency from India will
require a no objection or a tax clearance certificate from the income tax authority. We cannot assure you
that any required approval from the RBI or any other Government agency can be obtained on any particular
terms or at all.

RISKS RELATING TO THE INVESTMENT IN THE EQUITY SHARES

66. The Equity Shares issued pursuant to the Issue may not be listed on the Stock Exchanges in a timely
manner, or at all, and any trading closures at the Stock Exchanges may adversely affect the trading
price of the Equity Shares.

In accordance with Indian law and practice, permission for listing and trading of the Equity Shares issued
pursuant to the Issue will not be granted until after the Equity Shares have been issued and allotted.
Approval for listing and trading will require that all relevant documents authorizing the issue of the Equity
Shares are submitted to the Stock Exchanges and there could therefore be a failure or delay in listing and
trading the Equity Shares on the Stock Exchanges. Any failure or delay in obtaining such approval would
restrict your ability to dispose of your Equity Shares.

The regulation and monitoring of Indian securities markets and the activities of investors, brokers and other
participants differ, in some cases significantly, from those in Europe and the U.S. The Stock Exchanges
have in the past experienced problems, including temporary exchange closures, broker defaults, settlements

xxxvi
delays and strikes by brokerage firm employees, which, if continuing or recurring, could affect the market
price and liquidity of the securities of Indian companies, including the Equity Shares, in both domestic and
international markets. A closure of, or trading stoppage on, either of the Stock Exchanges could adversely
affect the trading price of the Equity Shares.

67. After this Issue, the Equity Shares may experience price and volume fluctuations or an active trading
market for the Equity Shares may not develop.

The price of the Equity Shares may fluctuate after this Issue as a result of several factors, including
volatility in the Indian and global securities markets, the results of our operations, the performance of our
competitors, developments in the Indian real estate sector and changing perceptions in the market about
investments in the Indian real estate sector, adverse media reports on us or the Indian real estate sector,
changes in the estimates of our performance or recommendations by financial analysts, significant
developments in India‟s economic liberalization and deregulation policies, and significant developments in
India‟s fiscal regulations.

There has been no recent public market for the Equity Shares prior to this Issue and an active trading
market for the Equity Shares may not develop or be sustained after this Issue. Further, the price at which
the Equity Shares are initially traded may not correspond to the prices at which the Equity Shares will trade
in the market subsequent to this Issue.

68. There are restrictions on daily movements in the price of the Equity Shares, which may adversely affect
a shareholder’s ability to sell, or the price at which it can sell, the Equity Shares at a particular point in
time.

The price of the Equity Shares may be subject to a daily circuit breaker imposed by all stock exchanges in
India which does not allow transactions beyond a certain level of volatility in the price of the equity shares.
This circuit breaker operates independently of the index-based market-wide circuit breakers generally
imposed by the SEBI on the Indian stock exchanges. The percentage limit on the circuit breaker is set by
the stock exchanges based on the historical volatility in the price and trading volume of the equity shares.
The stock exchanges do not inform us of the percentage limit of the circuit breaker from time to time, and
may change it without our knowledge. This circuit breaker effectively limits upward and downward
movements in the price of the Equity Shares. As a result, shareholders‟ ability to sell the Equity Shares, or
the price at which they can sell the Equity Shares, may be adversely affected at a particular point in time.

69. Conditions in the Indian securities market may affect the price or liquidity of the Equity Shares.

The Indian securities markets are smaller than securities markets in more developed economies. Indian
stock exchanges have in the past experienced substantial fluctuations in the prices of listed securities. These
exchanges have also experienced problems that have affected the market price and liquidity of the
securities of Indian companies, such as temporary exchange closures, broker defaults, settlement delays and
strikes by brokers. In addition, the governing bodies of the Indian stock exchanges have from time to time
restricted securities from trading, limited price movements and restricted margin requirements. Further,
disputes have occurred on occasion between listed companies and the Indian stock exchanges and other
regulatory bodies that, in some cases, have had a negative effect on market sentiment. If similar problems
occur in the future, the market price and liquidity of the Equity Shares could be adversely affected.

70. The Equity Shares have never been publicly traded and the Issue may not result in an active or liquid
market for the Equity Shares.

Prior to the Issue, there has been no public market for the Equity Shares and an active public market for the
Equity Shares may not develop or be sustained after the Issue. Listing and quotation does not guarantee that
a trading market for the Equity Shares will develop or, if a market does develop, the liquidity of that market
for the Equity Shares. Although we currently intend that the Equity Shares will remain listed on the Stock
Exchanges, there is no guarantee of the continued listing of the Equity Shares. Failure to maintain our

xxxvii
listing on the Stock Exchanges or other securities markets could adversely affect the market value of the
Equity Shares.

The Issue Price of the Equity Shares is proposed to be determined following a book-building process and
discussion between the BRLMs and us on the Pricing Date and may not be indicative of prices that will
prevail in the trading market. You may not be able to resell your Equity Shares at a price that is attractive to
you.

71. Any future issuance of Equity Shares by us may dilute your shareholding and adversely affect the
trading price of the Equity Shares.

Any future issuance of Equity Shares by us may dilute your shareholding in us, may adversely affect the
trading price of the Equity Shares and could affect our ability to raise capital through an issue of our
securities. In addition, any perception by investors that such issuances or sales might occur could also
affect the trading price of the Equity Shares. Additionally, the disposal of Equity Shares by any of our
major shareholders or the perception that such sales may occur may significantly affect the trading price of
the Equity Shares. No assurance may be given that we will not issue Equity Shares or that such
shareholders will not dispose of, pledge or encumber their Equity Shares in the future.

72. You will not be able to sell immediately on an Indian stock exchange any of the Equity Shares you
purchase in the Issue.

The Equity Shares will be listed on the Stock Exchanges. Pursuant to Indian regulations, certain actions
must be completed before the Equity Shares can be listed and trading may commence. Investors‟ book
entry, or “demat”, accounts with depository participants in India are expected to be credited within three
Working Days of the date on which the Basis of Allotment is approved by the Designated Stock Exchange.
Thereafter, upon receipt of final approval from the Designated Stock Exchange, trading in the Equity
Shares is expected to commence within four Working Days of the date on which the Basis of Allotment is
approved by the Designated Stock Exchange. We cannot assure that the Equity Shares will be credited to
investors‟ demat accounts, or that trading in the Equity Shares will commence, within the time periods
specified above.

73. You may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.

Under current Indian tax laws and regulations, capital gains arising from the sale of equity shares in an
Indian company are generally taxable in India. Any gain realized on the sale of listed equity shares on a
stock exchange held for more than 12 months will not be subject to capital gains tax in India if Securities
Transaction Tax (“STT”) has been paid on the transaction. STT will be levied on and collected by a
domestic stock exchange on which the equity shares are sold. Any gain realized on the sale of equity shares
held for more than 12 months to an Indian resident, which are sold other than on a recognized stock
exchange and on which no STT has been paid, will be subject to long term capital gains tax in India.
Further, any gain realized on the sale of listed equity shares held for a period of 12 months or less will be
subject to short term capital gains tax in India. Capital gains arising from the sale of the Equity Shares will
be exempt from taxation in India in cases where the exemption from taxation in India is provided under a
treaty between India and the country of which the seller is resident. Generally, Indian tax treaties do not
limit India‟s ability to impose tax on capital gains. As a result, residents of other countries may be liable for
tax in India as well as in their own jurisdiction on a gain upon the sale of the Equity Shares. In addition,
changes in the terms of tax treaties or in their interpretation, as a result of renegotiations or otherwise, may
affect the tax treatment of capital gains arising from a sale of Equity Shares.

74. Our ability to pay dividends in the future will depend upon future earnings, financial condition, cash
flows, working capital requirements, capital expenditures and restrictive covenants in our financing
arrangements.

We develop, manage, own, sell and operate retail, residential, commercial and hospitality real estate

xxxviii
properties. Our future ability to pay dividends will depend on the earnings, financial condition and capital
requirements of our Company. Dividends distributed by us will attract dividend distribution tax at rates
applicable from time to time. We cannot assure you that we will generate sufficient income to cover our
operating expenses and pay dividends to our shareholders, or at all.

Our business is capital intensive and we may plan to make additional capital expenditures to complete the
real estate that we are developing. Our ability to pay dividends could also be restricted under certain
financing arrangements that we may enter into. We may be unable to pay dividends in the near or medium
term, and our future dividend policy will depend on our capital requirements and financing arrangements
for the real estate projects, financial condition and results of operations.

75. Significant differences exist between Indian GAAP and other accounting principles with which
investors may be more familiar.

Financial statements included in this Draft Red Herring Prospectus are prepared in conformity with Indian
GAAP. Indian GAAP differs in certain significant respects from International Financial Reporting
Standards, U.S. GAAP and other accounting principles and auditing standards with which prospective
investors may be familiar with in other countries. We do not provide a reconciliation of these financial
statements to IFRS or U.S. GAAP or a summary of principal differences between Indian GAAP, IFRS and
U.S. GAAP relevant to our business. Furthermore, we have not quantified or identified the impact of the
differences between Indian GAAP and IFRS or between Indian GAAP and U.S. GAAP as applied to these
financial statements. As there are significant differences between Indian GAAP and IFRS and between
Indian GAAP and U.S. GAAP, there may be substantial differences in the results of operations, cash flows
and financial positions discussed in this Draft Red Herring Prospectus, if the relevant financial statements
were prepared in accordance with IFRS or U.S. GAAP instead of Indian GAAP. The significant accounting
policies applied in the preparation of these financial statements are as set forth in notes to the audited
financial statements included in this Draft Red Herring Prospectus. Prospective investors should review the
accounting policies applied in the preparation of these financial statements, and consult their own
professional advisors for an understanding of the differences between Indian GAAP and IFRS and between
Indian GAAP and U.S. GAAP and how they might affect the financial information contained in this Draft
Red Herring Prospectus.

Prominent Notes to risk factors

(a) The Company was originally incorporated as R.M.M Construction Private Limited on July 22, 1999 and
the name of the Company has been changed six times thereafter, to R.M.M Construction Limited on June
29, 2001, then to Entertainment World Developers Limited on June 29, 2001, to Entertainment World
Developers Private Limited on February 28, 2003, to EWDPL India Private Limited on April 5, 2007, to
Entertainment World Developers Private Limited on September 2, 2008. Subsequently, the status of the
Company was changed to public limited company and its name was changed to Entertainment World
Developers Limited on February 5, 2010. For details of the changes in our name, see “History and Certain
Corporate Matters” on page 106 of this Draft Red Herring Prospectus.

(b) Public Issue of 38,928,943 Equity Shares for cash at a price of Rs. [●] per Equity Share (including a share
premium of Rs. [●] per Equity Share) aggregating to Rs. [●] million.

(c) The net worth of the Company on a consolidated basis was Rs. 3,539.60 million as of March 31, 2010.

(d) The average cost of acquisition of the Equity Shares by the Promoters is as follows:

Manish Kalani - Rs. 25 per Equity Share;

KBIPL - Rs. 4.15 per Equity Share; and

PHPL - Rs. 3.95 per Equity Shares.

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(e) The net asset value per Equity Share was Rs. 38.97 as at March 31, 2010 as per the Company„s
consolidated financial statements, as restated.

(f) For details of the Group Companies having business interests or other interests in the Company, see
“Related Party Transactions” on page 160 of this Draft Red Herring Prospectus.

(g) For details of transactions by the Company with the Group Companies or Subsidiaries during the last year,
the nature of transactions and the cumulative value of transactions, see “Related Party Transactions” on
page 160 of this Draft Red Herring Prospectus.

(h) Any clarification or information relating to the Issue shall be made available by the BRLMs and the
Company to investors at large and no selective or additional information will be available for any subset of
investors in any manner whatsoever. Investors may contact the BRLMs for any complaints, information or
clarification pertaining to the Issue.

(i) There has been no financing arrangement whereby the Promoter Group, the directors of the Promoter, the
Directors and their relatives have financed the purchase by any other person of securities of the Company
other than in normal course of the business of the financing entity during the period of six months
immediately preceding the date of filing of the Draft Red Herring Prospectus.

xl
SECTION III: INTRODUCTION

SUMMARY OF INDUSTRY

The information in this section is derived from various government publications and industry sources. Neither us
nor any other person connected with the Issue has verified this information. Industry sources and publications
generally state that the information contained therein has been obtained from sources generally believed to be
reliable, but that their accuracy, completeness and underlying assumptions are not guaranteed and their reliability
cannot be assured and, accordingly, investment decisions should not be based on such information.

We have also relied on reports prepared by Jones Lang Lasalle Meghraj (“JLLM”), entitled Residential
Opportunities in Central India, dated January 10, 2010 and Retail: Off the Beaten Track dated January 10, 2010
(together, the “JLLM Reports”). We commissioned the JLLM Reports for the purposes of confirming our
understanding of the industry in connection with the Issue. Neither we nor any other person connected with the Issue
has verified the information in the JLLM Reports.JLLM has advised that: (i) some information in JLLM database is
derived from estimates or subjective judgments; (ii) the information in the databases of other similar agencies may
differ from the information in JLLM database; (iii) while JLLM has taken reasonable care in the compilation of the
statistical and graphical information and believes it to be accurate and correct, data compilation is subject to
limited audit and validation procedures and may accordingly contain errors; (iv) JLLM, its agents, officers and
employees do not accept liability for any loss suffered in consequence of reliance on such information or in any
other manner; (v) the provision of such information does not obviate any need to make appropriate further
enquiries; and (vi) the provision of such information is not an endorsement of any commercial policies or any
conclusions by JLLM. Prospective investors are advised not to unduly rely on the JLLM Reports when making their
investment decision. The JLLM Reports contain estimates of market conditions based on samples. This information
should not be viewed as a basis for investment and references to the research should not be considered JLLM’s
opinion as to the value of any security or the advisability of investing in us.

Growth in the Indian Economy

India is the world‟s largest democracy by population size and one of the fastest growing economies in the world.
India‟s estimated population was approximately 1.16 billion people as of July 2009. India had an estimated Gross
Domestic Product (“GDP”) on a purchasing power parity basis of approximately US$ 3.3 trillion in 2008, making it
the fifth largest economy in the world after the European Union, United States of America, China and Japan.
(Source: CIA World Factbook) In the past few years, India has experienced rapid economic growth, with GDP
growing at an average growth rate of 8.8% between the fiscal year 2003 to the fiscal year 2007. This high growth
rate was slowed in the fiscal year 2009 with the growth rate of India‟s GDP decelerating to 6.7%, compared to 9.0%
in fiscal 2008, as a result of the global economic downturn. (Source: RBI, Macroeconomic and Monetary
Developments: Third Quarter Review 2009-10)

However, despite the global economic decline in the fiscal year 2008, India is showing positive signs of recovery
following the global economic downturn. Based on the Economic Outlook for fiscal 2010 by the Economic
Advisory Council to the Prime Minister, the Indian Economy may grow by about 7.2% in the fiscal year 2010 and
return to a 9% growth rate in the next two years. The world GDP growth rate for 2010 is estimated at 4.0%
according to the World Economic Outlook, January 2010 published by IMF.

The graph below is a comparison between India‟s expected GDP growth rate during calendar years 2009 and 2010,
as compared to advanced economies, developing economies, China and the world. As shown by the graph, all of the
countries are expected to experience positive growth in the calendar year 2010. This is due to the fact that economic
conditions have improved more than expected, owing mainly to Government intervention. Further, India‟s growth is
expected to outperform advanced and developing economies. Recent data suggests that the rate of decline in
economic activity is moderating, although this is occurring to varying degrees across different regions. Overall,
liquidity has improved and capital market activity has picked up substantially across the world.

1
World Advanced Economies Developing Economies India China

12.0%
10.0%
9.6%
10.0%
8.7%
7.7%
8.0% 7.3%

6.1% 6.0%
5.6%
6.0%
3.9%
4.0% 3.0%
2.1% 2.1%
2.0%
0.5%
0.0%
2008 -0.8% 2009 2010
-2.0%

-4.0% -3.2%

Source: International Monetary Fund, World Economic Outlook Update, January 2010 (Calendar Year Growth Rates)

India‟s recovery from the global economic slowdown (and its own slowdown in credit availability) has been by the
country‟s large domestic savings and corporate retained earnings, which have been used to finance investment.
Similarly, although urban consumption has slowed as a result of a recent decline in the labor market and job losses,
low export dependence, large rural consumption and employment have helped India to sustain consumption. Finally,
fiscal policy, primarily in the form of reduced interest rates and Government intervention, has helped to maintain
private demand, liquidity and short-term rates, thereby reducing the risk of loan losses.

The Real Estate Sector in India

The real estate sector in India comprises the development of residential housing, commercial buildings, hotels,
restaurants, cinemas, retail outlets and the purchase and sale of land and development rights. The real estate and
construction sector play an important role in the overall development of India‟s core infrastructure. It also plays a
significant role in the country's economy. The real estate sector is second only to agriculture in terms of employment
generation and contributes heavily towards the GDP. Almost five per cent of the country's GDP is contributed to by
the housing sector. In the next five years, this contribution to the GDP is expected to rise to 6 per cent. (Source:
India Brand Equity Forum, www.ibef.org)

The real estate sector has evolved in the past 10 years, accompanied by various regulatory reforms. The following
factors have a significant effect on the various segments of the industry:

Economic growth: The International Monetary Fund has projected a positive growth rate for the Indian
economy during calendar years 2009 and 2010. India‟s growth rate is expected to be faster than that of both
the advanced and the developing economies as a whole. Increased ecomonic growth is expected to have
positive effect on the real estate sector. (Source: International Monetary Fund, World Economic Outlook
Update, January 2010)

Demographic profile: The percentage of the Indian population that is made up of the earning population (in
the 20-59 age bracket) is expected to increase. An increase in the earning population usually leads to
increased spending and consumption in the economy which may in turn lead to stronger demand for the
real estate industry.

Growth of mortgage finance and credit take-off: Growth in the real estate sector is directly affected by the
growth of mortgage finance and lending to the real estate sector in the country, both in terms of reach and
affordability. As a large proportion of the investment in real estate sector is funded by bank and financial
institutions, increased credit take-off acts as a stimulus to the sector.

2
Government policies: A number of Reserve Bank of India (“RBI”) initiatives have helped to increase the
real estate sector‟s access to capital. The Government of India in March 2005 amended existing legislation
to allow 100% Foreign Direct Investment (“FDI”) in the real estate sector, subject to certain restrictions. It
is expected that the increased FDI will provide the necessary funding to help meet demand in the
commercial and residential real estate sectors. The following table shows that FDI inflow in the housing
and real estate sector was second only to the services sector during the three most recent fiscal years:

Sector 2007-08 2008-09 2009-10


(Rs. in crore) (Rs. in crore) (Rs. in crore)
Services 26,589 28,411 20,958
(Financial and Non-Financial)
Computer Software and Hardware 5,623 7,329 4,350
Telecommunications 5,103 11,727 12,338
Housing and Real Estate 8,749 12,621 13,586
Construction Activities 6,989 8,792 13,544
(including roads & highways)
Power 3,875 4,382 6,908
Automobiles 2,697 5,212 5,609
Metallurgical Industries 4,686 4,157 1,935
Petroleum and Natural Gas 5,729 1,931 1,328
Chemicals 920 3427 1,707
(other than fertilizers)
(Source: Department of Industrial Policy and Promotion, Fact Sheet On Foreign Direc t Investment (FDI),
March 2010)

While the real estate sector in India has historically been unorganized, the sector has, in recent years,
exhibited a trend towards greater organization and transparency, accompanied by various regulatory
reforms. These reforms include:

the support of the Government of India in repealing of the Urban Land (Ceiling and Regulation)
Act (“ULCRA”), most state governments have repealed ULCRA except for West Bengal, Bihar
and Jharkhand;

modifications in the Rent Control Act to provide greater protection to homeowners wishing to rent
out their properties;

the rationalisation of property taxes in a numbers of states; and

the proposed computerisation of land records.

This trend has contributed towards the development of reliable indicators of value and organized
investment in the real estate sector by domestic and international financial institutions and has resulted in
the greater availability of financing for real estate developers and homeowners. The increased investment in
the real estate sector is being driven by: rising demand; heightened consumer expectations that are
influenced by higher disposable incomes; increased globalization and the introduction of new real estate
products and services.

3
SUMMARY OF BUSINESS

Overview

We own, develop, manage and operate urban city shopping centers, develop and sell large scale residential
townships, and own, develop and lease hospitality properties in fast growing and emerging cities in India (i.e.,
emerging non-metropolitan cities) under the brand name “TREASURE”. We have completed the development of
1.51 million square feet of Developable Area comprising three retail shopping centers and hospitality properties in
two cities, Indore in Madhya Pradesh and Nanded in Maharashtra, and we are in the process of developing 23.33
million square feet of Developable Area spread over 11 Ongoing Projects and three Forthcoming Projects in eight
emerging cities across seven states in India. Our Completed Projects include Treasure Island-Indore, which is one of
the largest shopping centers in Central India, as well as one of the first shopping centers in an emerging city
(Source: The Franchising World, November 2008), Treasure Central-Indore and Treasure Bazaar-Nanded. We have
launched three residential townships, including two Treasure Towns and Treasure Vihars in Indore and a Treasure
Town and Treasure Vihar in Udaipur. For the financial year 2010 we derived Rs.494.68 million of income from the
sale of residential properties and aggregate advance bookings for our three launched residential townships was Rs.
1,837.00 million as of March 31, 2010. As of March 31, 2010, the aggregate Developable Area of these three
launched residential townships was 11.03 million square feet.

We presently operate and have ownership interests in Treasure Island-Indore, Treasure Central-Indore and Treasure
Bazaar-Nanded. We completed Treasure Island-Indore in December 2005, which comprised 0.45 million square feet
of retail, hospitality, entertainment and food and beverage space and 0.18 million square feet dedicated to parking
space. It has won a number of awards, including the “Most Admired Shopping Center – Tier II Cities” by Images
Shopping Centre Awards (“ISCA”) in 2008, 2009 and 2010, “Best Retailer Award” by the India Franchise
Association in 2009 and “Best Designed Shopping Mall of India” by the CNBC – CRISIL Real Estate Awards in
2007. We completed Treasure Central–Indore in May 2009, which comprised 0.23 million square feet of retail
space, 0.05 million square feet of commercial space, 0.04 million square feet of entertainment space and 0.01
million square feet of food and beverage space and included certain anchor tenants such as Pantaloon. We
completed Treasure Bazaar-Nanded in January 2010, which comprised 0.25 million square feet of retail, hospitality,
entertainment, food and beverage space and commercial space and 0.11 million square feet of parking space.

To develop and operate our shopping centers, we analyze the consumption patterns of a particular city. The income
earning potential of a shopping center is not entirely dependent on traditional real estate development principles,
such as the floor space index (“FSI”) or construction costs. Rather, we believe that income earning potential is
dependent on having the right tenant mix and high operational standards, which in turn will lead to higher
consumption rates. With higher consumption rates, we are able to command higher lease rates from our tenants. As a
result, a driving factor in our business is to increase consumption in the shopping centers that we develop and
operate. We also focus on developing projects in fast growing and emerging cities, where we typically enjoy an
early-mover advantage with respect to retail projects, and where we believe there is significant growth potential.

Our shopping centers are divided into three formats, “Treasure Market City”, “Treasure Island” and “Treasure
Bazaar”. These formats are differentiated on the basis of size and type of retailers. Treasure Market City projects
include more than 1.00 million square feet of Developable Area and comprise a mix of premium and value retail
outlets, including department stores and other anchor tenants; a hypermarket and smaller shops; entertainment
facilities, such as a multiplex cinema, bowling alley, go-carting, rides and/or video arcade; food and beverage
outlets; and hospitality and commercial space. Treasure Island developments include primarily premium retail
outlets and other anchor stores, entertainment, food and beverage and hospitality space and have a Developable Area
of 400,000 square feet to 1.00 million square feet. Treasure Bazaar projects have a Developable Area of up to
400,000 square feet and comprise value retail outlets, entertainment, food and beverage and hospitality space.

We are also developing large scale residential townships with a total Developable Area of 15.22 million square feet
designed to cater to diverse budgets and different segments of society. We have divided our residential township
projects into two formats, “Treasure Town” and “Treasure Vihar”. Treasure Towns are premium residential
townships developed over land parcels of 20 to 200 acres with modern amenities including a gymnasium, club
house, swimming pool, spa, tennis courts, gardens, ponds and landscaped areas. These projects will include modern
infrastructure, including power back-up for common areas along with full-time security. Treasure Vihars are

4
affordable residential townships developed over land parcels of up to 50 acres with amenities such as power back-up
and full-time security. We believe that these projects will benefit from the TREASURE brand.

We are currently developing a Treasure Market City in Indore, Treasure Island projects in Raipur, Jabalpur, Bhilai
and Mohali and Treasure Bazaar projects in Ujjain, Amaravati and Baroda. Our retail and hospitality projects that
are part of our Ongoing Projects aggregate 5.11 million square feet of Leaseable Area, and our residential township
projects that are part of our Ongoing Projects aggregate 11.03 million square feet of Developable Area.

As of March 31, 2010, our “Forthcoming Projects” (i.e., projects in which the necessary legal documents relating to
acquisition of land or development rights have been executed, key land related approvals are being obtained and
management has prepared an initial design plan of the project or an architect has been appointed and a detailed
architect plan is in the process of being prepared), include a Treasure Island project in Thiruvananthapuram and
Treasure Town and Treasure Vihar projects in Indore (at Kanadia) and in Raipur (at Samta Colony), which are
expected to have 5.06 million square feet of Developable Area. Our retail and hospitality projects that are part of our
Forthcoming Projects aggregate 0.87 million square feet of Developable Area and our residential township projects
that are part of our Forthcoming Projects aggregate 4.19 million square feet of Developable Area.

“Developable Area” refers to the total construction area which we develop in each property, and includes carpet
area, wall area, common area, service and storage area, as well as other areas, including car parking. Such area,
other than car parking space, is often referred to in India as “super built-up” area. “Leaseable Area” is calculated by
the loading percentage (the percentage of a tenant‟s rent applied towards a shopping center‟s common areas) of
10.00% to 60.00% of the carpet area of the property, depending upon the use, and refers to the part of the
Developable Area that can be leased out to third parties.

The table below summarizes our Completed Projects, Ongoing Projects and Forthcoming Projects by type of project
and their total Developable and Leaseable Areas as of March 31, 2010:

Treasure Treasure Treasure Treasure Town Total


Market Island Bazaar and Vihar
City
Completed Projects
No of Projects - 1 2 - 3
Total Developable Area
(million square feet) - 0.65 0.86 - 1.51
Total Leasable/Saleable Area
(million square feet) - 0.45 0.58 - 1.03
Ongoing Projects
No of Projects 1 4 3 3 11
Total Developable Area
(million square feet) 3.00 3.21 1.03 11.03 18.27
Total Leasable/Saleable Area
(million square feet) 2.02 2.32 0.77 11.03 16.14
Forthcoming Projects
No of Projects - 1 - 2 3
Total Developable Area
(million square feet) - 0.87 - 4.19 5.06
Total Leasable/Saleable Area
(million square feet) - 0.75 - 4.19 4.94
Grand Total
No of Projects 1 6 5 5 17
Total Developable Area
(million square feet) 3.00 4.73 1.89 15.22 24.84
Total Leasable/Saleable Area
(million square feet) 2.02 3.52 1.35 15.22 22.11

5
We utilize project-specific SPVs and project-specific equity financing from investors for each of our projects. Some
of our key investors include PML, IAF - III and IAF - IV, funds managed by ICICI Venture Funds Management
Company Limited, MPC Synergy Limited, Edelweiss Trustee Services Limited, Kshitij Venture Fund and
Landmark Hi Tech Development Private Limited. As of March 31, 2010, our holdings across all our project-specific
SPVs range from 51.00% to 100.00% (except the project-specific SPVs of Treasure Central-Indore, Treasure Island-
Bhilai and Treasure Town and Treasure Vihar-Raipur), which enables us to consolidate and recognize income from
these project-specific SPVs in our balance sheet, as well as retain management control.

For the financial year 2010, our total income was Rs.1,062.34 million, our total net profit before tax and
depreciation was Rs.224.49 million and our net profit after tax before minority interest and share from associates
was Rs.148.15 million.

Strengths

We believe that the following are our principal strengths:

Ownership and operation of shopping centers resulting in predictable and stable revenues

In contrast to traditional real estate development companies which generally develop and sell properties, we own
most and operate all of our shopping center properties, including Treasure Island-Indore, Treasure Central-Indore
and Treasure Bazaar-Nanded. We currently own and operate a total Leaseable Area of 1.03 million square feet at
these three shopping centers through project-specific SPVs. This assures us of stable revenues for the terms of the
various leases which are generally for terms of 36 to 60 months. We have received rental income from the lease of
properties of Rs.230.35 million for the financial year 2010 (includes our share of rental income generated from our
joint venture project, Treasure Central-Indore). Upon completion of our retail and hospitality projects that are part of
our Ongoing Projects and Forthcoming Projects and along with our Completed Projects, we will operate and have
ownership interests in one Treasure Market City project, six Treasure Island projects and five Treasure Bazaar
projects, which will continue to provide us with steady revenues.

Consumption driven revenue model combined with stable rentals

We believe that the business of developing and operating successful shopping centers is attributable to the
consumption pattern of target customers, which comprises spending patterns and behavior within a catchment area
and is less related to real estate development. We also believe that the income earning potential of a shopping center
is not directly linked to the prevailing real estate prices in the vicinity, but is more linked to a shopping center‟s
tenant mix and quality of management. We intend to maximize the potential of a particular catchment area by
having the right tenant mix, which we believe leads to higher consumption rates.

For our shopping center developments, we have adopted a lease model, whereby we operate and maintain ownership
interests in the shopping centers we develop. We have leased and plan to lease out space across various properties
under lease structures where we receive basic minimum rentals and a percentage of revenue generated by the tenant.
While this assures us of minimum rentals across our retail properties, it also enables us to receive a share of the
revenues generated by our tenants‟ in-store sales, which aligns our interests with those of our tenants. Given our
business model and structuring of lease agreements, our lease rentals increase as consumption increases in a
particular location. This differentiates us from other typical real estate development companies and links our
business model to the consumption pattern of target micro-markets.

We have received rental income from the lease of properties of Rs.230.35 million for the financial year 2010
(includes our share of rental income generated from our joint venture project, Treasure Central-Indore), and
Rs.158.94 million and Rs.149.05 million for the financial years 2009 and 2008, respectively. We expect that we will
own most and operate all of our retail and hospitality projects that are part of our Ongoing Projects and Forthcoming
Projects including one Treasure Market City project, five Treasure Island projects and three Treasure Bazaar
projects, which will continue to provide us with stable rentals. With the completion of these projects, we are
expected to become one of the largest shopping center owners and operators in India in terms of number of

6
operational shopping centers. (Source: “Retail off the Beaten Track,” January 10, 2010, Jones Lang LaSalle
Meghraj)

Strategic relationships with large retailers

We believe that our shopping centers are the preferred choice among retailers in the cities in which we operate and
provide a platform for large retailers to expand their businesses in such cities with a common partner. To
successfully lease out a shopping center, we believe that the retailer‟s confidence in the developer is a very
important factor, especially in fast growing and emerging cities where there are few organized national developers.
We believe that retailers have confidence in us due to our track record in achieving financial closure for our projects,
our commitment to quality and our operational expertise. In addition, as an early mover in the shopping center
industry in India, as evidenced by Treasure Island-Indore being among one of the first 10 shopping centers in
existence in India, as well as the first shopping center in an emerging city in India, our association with retailers
began in the early days of organized retail in India. (Source: The Franchising World, November 2008) We are a
member of the International Council of Shop Centers and we have grown with the retail industry and have been
actively involved in forums, events and conferences on organized retail in India and outside India, which we believe
has fostered confidence in us among retailers. We have strong relationships with large retail brands, including the
Pantaloon Group, which occupies 0.10 million square feet at Treasure Island-Indore, 0.21 million square feet at
Treasure Central-Indore and 0.03 million square feet at Treasure Bazaar-Nanded, and has committed to occupy 0.36
million square feet in our Ongoing Projects. Other large retail brands, such as Big Bazaar, E-Zone, Gitanjali,
Spencer and Max have also committed to anchor spaces in our projects under development. We believe that such
relationships help us in securing tenants for our new developments.

Early mover advantage and track record in fast growing and emerging cities

All of our retail properties and projects are strategically located in city centers and high growth corridors of the cities
in which they are developed. As one of the first developers of a shopping center in an emerging city, we have been
recognized by the market as an early mover in the shopping center industry in fast growing and emerging cities of
India. (Source: The Franchising World, November 2008) We believe that many of our projects enjoy the status of
being either the first shopping center of the city in which it is located or the largest shopping center in the city
center. We believe that this has helped us to become one of the preferred shopping center partners for major retailers
in India.

In addition, we have a successful track record in the execution of projects, including opening the projects on the
projected timelines. We presently have three operational shopping centers, with four additional projects expected to
open by the end of the financial year 2011. With the completion of our Ongoing Projects, we are expected to
become one of the largest shopping center owners focused on fast growing and emerging cities in the country by the
end of financial year 2012. (Source: “Retail off the Beaten Track,” January 10, 2010, Jones Lang LaSalle Meghraj)

Quality project execution and professional management capabilities

Our position as a successful real estate developer is largely due to our execution capabilities, which we have
demonstrated with the successful and timely completion and the quality of operation and management of Treasure
Island-Indore, Treasure Central-Indore and Treasure Bazaar-Nanded, as well as the launches of the Treasure Town
and Treasure Vihar projects in Indore (at AB Road and Rangawasa) and Udaipur (at Kharol Colony). We believe
that we are one of the few developers in India that has the range of skills required to develop and operate a shopping
center, including construction, interiors, fit-outs, mechanical, engineering and plumbing (“MEP”) services, design
and project management. We have accomplished this by primarily developing organically and acquiring separate
businesses that fulfill these functions.

Through Treasure World Developers Private Limited (“TWDPL”), our construction company, civil contracts across
most of our projects are undertaken through a documented tendering system by the project-specific SPV. In
addition, we subscribed to 51.00% interest in Intesys Technologies Private Limited (“Intesys”), a Delhi based
interior and fit-out specialist company, to ensure that the fit-outs of our projects are carried out in a timely manner,
as well as at a competitive cost, as each project-specific SPV follows a transparent tendering system for awarding
fit-out contracts. Intesys is a fit-out specialist in India that has the ability to undertake the entire chain of work

7
required for fitting out a shopping center, including all elevational features, inside flooring, railings, false ceilings
and glazing. We also have our own MEP design company, Treasure MEP Services Private Limited (“TMEP”),
which is responsible for designing the MEP drawings and choosing the vendors and contractors for the MEP
services for all of our projects. Finally, we act as the project manager for all of our projects, which allows us to
closely monitor quality and costs.

Experienced and dedicated management

We have an experienced, qualified and dedicated management team, many of whom individually have over 15 years
of experience in their respective fields. We were one of the first real estate developers to build a modern shopping
center in central India, Treasure Island-Indore, which we completed on schedule and within budget. We believe our
operational properties illustrate our management‟s capability to deliver high quality projects in a highly competitive
business, secure financing and execute complex projects on time. For example, Treasure Island-Indore was
completed six months ahead of its scheduled completion date while meeting all specifications and requirements,
which we believe signifies the strength of our management in executing complex projects in new markets. All of
these properties have required attracting a number of anchor tenants and obtaining significant financing from a
number of institutional lenders. In addition, our brand name and reputation for project execution, have assisted us in
recruiting and retaining qualified management and employees. We also provide our staff with competitive
compensation packages and a corporate environment that encourages responsibility, autonomy and innovation. We
believe that the experience of our management team and its in-depth understanding of the real estate market in India
will enable us to take advantage of both current and future market opportunities.

Strategies

Our business strategy consists of the following principal elements:

Focus on “TREASURE” branded development projects in city-centric locations across India

We are committed to developing a large portfolio of retail projects and residential township projects under the
“TREASURE” brand wherein a consumer can relate to similar experiences across all our properties in India. We
have developed three formats for shopping centers and two formats for residential townships. The three formats are
differentiated on the basis of size of the shopping centers, the type of retailers and other facilities, including hotels,
multiplex cinemas and other entertainment venues and commercial space available at the development. We are also
developing residential townships, which are divided into two formats, “Treasure Town” and “Treasure Vihar”. As
of March 31, 2010, our retail and hospitality projects that are part of our Ongoing Projects include a Treasure
Market City in Indore, Treasure Island projects in Raipur, Jabalpur, Bhilai and Mohali and Treasure Bazaar projects
in Ujjain, Amaravati and Baroda. We are also developing Treasure Town and Treasure Vihar projects in Indore and
Udaipur. Our Forthcoming Projects include a retail and hospitality project in Thiruvananthapuram and residential
township projects in Indore (at Kanadia) and Raipur (at Samta Colony). Since most of our retail and hospitality
projects are developed in city center locations in fast growing and emerging cities, we envision our retail
developments as being the city center itself and becoming landmark destinations of the city. We aim to make
“TREASURE” a brand synonymous with quality and best management practices at viable rents across fast growing
and emerging cities in India.

Continue to develop projects in fast growing and emerging cities where we believe we are one of the dominant
organized retail, hospitality and residential developer

We will continue to focus on our strategy of developing shopping centers and residential townships in fast growing
and emerging cities in India where we typically enjoy an early-mover advantage, where we enjoy being the
dominant organized retail developer and where we believe there is significant growth potential. We believe that a
number of underlying factors will continue to provide India‟s retail sector with good growth prospects including,
favorable demographics, with two thirds of India‟s population below the age of thirty-five, continuing urbanization,
especially in emerging cities in which our projects are concentrated, India‟s economy continuing to grow steadily
and a growing middle class. We aim to be the largest shopping center owner and operator in fast growing and
emerging cities in India. We believe that our “TREASURE” brand is gaining in reputation and is recognized by

8
retailers as the first choice in these cities. (Source: “Retail off the Beaten Track,” January 10, 2010, Jones Lang
LaSalle Meghraj)

Focus on performance and project execution

We believe that we have developed a reputation for good quality construction projects and completing projects
ahead of schedule. For example, Treasure Island-Indore was completed in 21 months, six months ahead of schedule,
as a result of our efficient management practices and close collaboration with third party contractors on the project.
As of March 31, 2010, we have 11 Ongoing Projects aggregating 18.27 million square feet of Developable Area. We
intend to continue to focus on performance and project execution in order to maximize client satisfaction. We will
continue to leverage the capabilities of our subsidiary service companies, including TWDPL, a construction
company, Intesys, a fit-out company, TMEP, a MEP design company, as well as our in-house project management
services, to ensure that all of our projects are completed on time and within the budgeted cost.

Focus on shopping center management

We have developed our shopping center management expertise by successfully managing our three operational retail
properties, which we believe are managed in accordance with international standards. With respect to all of our
shopping center projects, we expect we will enter into management contracts with each of the project-specific SPVs.
We will continue to manage our retail developments with the knowledge that there is a distinct difference between
property management and shopping center management. While most shopping center developers operate under the
premise that shopping center management comprises housekeeping, security and maintenance, we believe that these
elements contribute a small fraction of the total activities required to successfully manage a shopping center.
Accordingly, we will continue to focus on creating the optimal tenant mix and adhering to high operational
standards at each of our developments, which we believe will lead to higher consumption rates. With higher
consumption rates (which translates to higher turnover for our tenants), we expect to command competitive lease
rates from our tenants and higher revenues from our revenue sharing contracts.

Develop the “Treasure Showcase” concept

In order to tap into the customer base of the large number of Indian brand manufacturers operating in unorganized
multi-brand outlets across India, we have recently launched the concept “Treasure Showcase” at Treasure Island-
Indore. Treasure Showcase is a “shop-in-shop” seamless concept which will provide Indian non-mall brands a
platform to showcase and sell their products in our shopping centers in categories such as apparel, footwear,
electronics, food, accessories, cosmetics, jewellery, home furnishings and appliances based on a revenue sharing
arrangement. Our aim is not only to expand the number of retailers in the organized sector, but also to convert non-
shopping center customers who shop at multi-brand outlets into shopping center customers. Under the terms of our
Treasure Showcase revenue sharing arrangements, we provide our retail partners space of approximately 15,000
square feet to 50,000 square feet and operating services such as billing and shopping administration. We typically
purchase the products from our Treasure Showcase partners and pay for the products once a customer has purchased
the partner‟s product. Products which we have purchased but were not sold are returned to the partner at no cost to
us. In return for providing our Treasure Showcase partners with retail floor space, we receive approximately 35.00%
to 40.00% of the revenues from sales of our retail partner‟s products, as negotiated on a case-by-case basis. We
expect that this model will enable us to cover our operational costs, increase footfall and provide customers with
differentiated choices in our shopping centers. We intend to launch 19 additional Treasure Showcases by the end of
the financial year 2013, 12 of which will be located in our own shopping centers and seven of which will be located
in the shopping centers of other developers, mainly projects developed by PML.

Continue to utilize effective development and ownership structures to optimize resources

We will continue to utilize project-specific SPVs and project-specific equity financing from investors, which will
assist us in reducing our working capital investment and diversifying our risk. Although we intend to own and lease
our projects under development, this model provides us with the flexibility to strategically exit any particular
property or project by selling our interest in such property or project where we believe an absolute sale or perpetual
leases will provide us with more favorable returns.

9
SUMMARY FINANCIAL INFORMATION

The following tables set forth summary financial information derived from our restated unconsolidated and
consolidated financial statements as of and for the years ended March 31, 2006, 2007, 2008 , 2009 and 2010.
These financial statements have been prepared in accordance with the Indian GAAP, the Companies Act and the
SEBI Regulations and presented under “Financial Statements” on page 162 of this Draft Red Herring Prospectus.
The summary financial information presented below should be read in conjunction with our restated
unconsolidated and consolidated financial statements, the notes thereto and the section “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and “Financial Statements” on pages
266 and 162 of this Draft Red Herring Prospectus, respectively.

Summary Consolidated Statement of Assets and Liabilities, as restated

Rs. In Million
PARTICULARS AS AT MARCH 31
2010 2009 2008 2007 2006

A FIXED ASSETS
Gross Block 3,733.19 2,474.38 2,004.17 1,444.38 660.43
Less: Depreciation/ Amortization 155.27 102.92 62.81 30.94 6.30
Net Block 3,577.92 2,371.46 1,941.36 1,413.44 654.12
Capital Work- In- Progress 5,017.18 4,447.12 1,842.22 570.16 53.71
Total (A) 8,595.10 6,818.58 3,783.58 1,983.60 707.83

B INVESTMENTS (B) 123.01 119.51 83.27 105.10 -

C CURRENT ASSETS, LOANS AND


ADVANCES
Inventories 3,078.60 2,467.66 1,435.39 291.32 -
Sundry Debtors 385.65 33.26 38.96 13.53 14.00
Cash and Bank Balances 795.61 1,246.85 281.29 117.66 24.86
Loans and Advances 1,221.46 1,048.99 1,301.19 495.73 468.18
Total (C) 5,481.32 4,796.76 3,056.83 918.24 507.04

D LIABILITIES AND PROVISIONS


Current Liabilities 1,276.58 1,452.99 452.65 137.53 105.96
Provisions 28.85 14.60 4.52 3.16 0.70
Deferred Tax Liability 4.50 1.77 - - -
Secured Loans 5,065.61 3,147.27 1,836.97 1,066.28 706.22
Unsecured Loans 4,059.91 4,029.95 2,293.53 560.00 4.77
Deposits from Licencees ( Refer Note 224.38 210.27 136.20 111.96 66.63
B.18 of Annexure IV)
Total (D) 10,659.83 8,856.85 4,723.87 1,878.93 884.28

E Net Worth (A+B+C- 3,539.60 2,878.00 2,199.81 1,128.01 330.59


D)

F Represented by:

1) Share Capital 158.46 158.46 158.46 140.39 102.83

2) Share Application Money - 97.50 879.99 62.73 128.83

3) Reserves and Surplus

10
PARTICULARS AS AT MARCH 31
2010 2009 2008 2007 2006
(a) Securities Premium Account 1,364.43 1,265.03 902.50 767.45 111.88
(b) General Reserve 6.00 6.00 - - -
(c) Profit and Loss Account - - - 6.05 -
Total [(1)+(2)+(3)] 1,528.89 1,526.99 1,940.95 976.62 343.54

Less: Debit balance in Profit and (16.98) (142.72) (13.86) - (12.95)


Loss Account

Minority Interest 2,027.69 1,493.73 272.72 151.39 -

G Net Worth 3,539.60 2,878.00 2,199.81 1,128.01 330.59


The accompanying Summary of Significant Accounting Policies and Notes to Consolidated Summary Statements
are an integral part of this Statement.

Summary Consolidated Statement of Profits and Losses, as restated

Rs. In Million
PARTICULARS FOR THE YEARS ENDED MARCH 31,
2010 2009 2008 2007 2006
INCOME
Income From Operations 1,020.01 389.09 265.32 218.36 26.05
Other Income 42.33 34.59 16.75 13.23 0.10
Total Income 1,062.34 423.68 282.07 231.59 26.15

EXPENDITURE
Construction Expenses 268.93 29.65 - - -
Operating and Other Expenses 276.32 193.65 142.68 113.26 5.91
Employee Remuneration and Benefits 93.41 58.47 41.34 18.48 2.10
Interest 199.19 207.41 86.74 78.98 -
Depreciation/ Amortization 46.23 52.72 41.51 36.08 8.60
Total Expenditure 884.08 541.90 312.27 246.80 16.61

PROFIT/ (LOSS) BEFORE TAX 178.26 (118.22) (30.20) (15.21) 9.54

LESS: PROVISION FOR TAX


Current Tax 27.18 29.83 2.49 1.55 0.80
Deffered Tax 2.85 1.77 - - -
Wealth Tax 0.08 0.04 0.05 0.03 -
Fringe Benefits Tax - 1.64 1.73 1.00 0.35
Net Profit / (Loss) Before Minority Interest and Share from 148.15 (151.50) (34.47) (17.79) 8.39
Associates
Share of loss from Associates 0.16 (0.05) (0.10) - -
Minority Interest 22.25 12.99 (2.07) (0.01) -
Net Profit / (Loss) After Minority Interest and Share from 125.74 (164.54) (32.50) (17.78) 8.39
Associates
Adjustments made on account of restatement - 35.68 12.59 36.78 (21.34)
( Refer Note B.2 of Annexure IV)
Net Profit / (Loss) After Minority Interest and Share from 125.74 (128.86) (19.91) 19.00 (12.95)
Associates, as Restated
Balance brought forward from previous year (142.72) (13.86) 6.05 (12.95) -

BALANCE CARRIED FORWARD, AS RESTATED (16.98) (142.72) (13.86) 6.05 (12.95)

11
Summary Consolidated Statement of Cash Flows, as restated

Rs. In Million
Particulars FOR THE YEARS ENDED MARCH 31,
2010 2009 2008 2007 2006

Cash Flow From Operating Activities


Profit Before Tax 178.26 (82.54) (17.61) 21.57 (11.80)

Adjustments for:
Depreciation 46.23 38.40 28.92 23.73 5.51
Preliminary Expenses Written off - 0.19 - - 0.82
General reserve on account of land - 6.00 - - -
Loss on sale of Fixed Assets (Net) 0.77 0.45 0.40 0.11 -
Interest Income (10.68) (23.93) (6.11) (4.27) (0.10)
Dividend on Current Investments (0.06) (0.52) (2.92) (3.85) -
Profit on sale of Current Investments - - (0.54) (0.35) -
Profit on sale of Subsidiaries (20.29) - - - -
Sundry Balances Written Back (3.13) (0.53) (0.29) (0.05) -
Provision for Doubtful Debt 0.52 0.52 - - -
Balances Written off 1.29 0.26 0.82 0.03 -
Capital Work in Progress Written off - 1.74 1.91
Interest Expense 199.19 207.41 86.69 78.98 -
Operating profit before working capital changes 392.10 147.45 91.27 115.90 (5.57)
(Increase) / Decrease in receivables (354.21) 4.93 (26.64) 0.85 (14.00)
(Increase) / Decrease in loans and advances (139.36) 359.96 (679.69) (10.98) (446.97)
(Increase) / Decrease in inventories (610.94) (732.23) (1,159.96) (277.98) -
(Decrease) / Increase in provision (0.62) 2.41 (0.42) 2.23 -
(Decrease) / Increase in payables (164.86) 868.01 315.11 31.58 99.51
Cash (used in)/ generated from operations (877.89) 650.53 (1,460.34) (138.40) (367.02)
Less: Taxes (paid)/refund (41.61) (46.29) (34.17) (27.64) (0.35)
Net Cash Flow (used in)/ generated from (919.50) 604.24 (1,494.51) (166.04) (367.38)
Operating Activities

Cash Flows from Investing Activities


Share application money pending allotment - 69.58 (94.58) 11.44 -
Sale of fixed assets 23.85 0.79 1.35 11.39 -
Purchase of fixed assets (1,858.70) (3,071.10) (1,814.56) (1,212.49) (292.58)
Investment in Associate Companies (3.33) - - (41.67) -
Sale of Investment in Subsidiaries and Associate 22.09 - - - -
Companies
Purchase Consideration paid on acquisition of (7.95) (0.00) (112.70) -
interest in subsidiary
Purchase of Current Investments (0.16) (1,435.90) (1,712.94) (2,989.04) -
Sale of Current Investments - 1,470.97 1,740.41 2,927.27 -
Purchase of Long term Investment - (72.91) (5.20) - -
Dividend Received 0.06 0.52 2.92 3.85 -
Interest Received 6.07 9.57 4.86 2.19 0.10
Proceeds from issue of shares to minority - -
shareholders by subsidiaries
Net Cash (used in)/Flow From Investing (1,810.12) (3,036.42) (1,877.74) (1,399.76) (292.48)
Activities

12
Particulars FOR THE YEARS ENDED MARCH 31,
2010 2009 2008 2007 2006

Cash Flows From Financing Activities


Proceeds from issue of share capital - 12.27 25.66 125.99
Proceeds from Securities Premium 99.93 - 93.93 251.60 -
Share application money (97.50) (782.50) 880.00 62.72 -
Debenture Issue Expenses (0.53) (1.00) (23.64) (6.43) -
Proceeds from Long Term Borrowings - - - 490.07
Proceeds from issue of debentures 1,000.00 1,699.99 550.00 -
Proceeds from / (Repayment of) Secured Loans 1,918.33 1,310.30 770.69 360.06 -
Proceeds from / (Repayment of) Unsecured Loans 29.97 - 33.54 10.00 4.77
Proceeds from / (Repayment of) Loans from Group 13.24 178.59 - (4.77) -
Companies
Proceeds from/ (Repayment to) loan from/ to others 236.74 - - -
Proceeds from issue of shares to minority 511.55 1,569.06 131.21 443.46 -
shareholders by subsidiaries
Deposits from Licensees 14.12 74.08 24.25 45.28 61.32
Interest Paid (210.73) (187.52) (86.38) (78.98) -
Net Cash flow from/(used in) Financing 2,278.38 3,397.74 3,535.87 1,658.60 682.15
Activities
Net (Decrease)/ increase in cash and cash (451.24) 965.56 163.62 92.80 22.29
equivalents

Cash and cash equivalents as at beginning of 1,246.85 281.29 117.66 24.86 2.57
years

Cash and cash equivalents as at end of years 795.61 1,246.86 281.29 117.66 24.86

Cash Equivalents Comprise of


Cash on Hand 3.91 31.06 2.29 1.62 1.05
Balance with Scheduled Banks
In Current Accounts 141.74 178.71 112.64 35.94 1.63
In Fixed Deposit Accounts* 649.96 1,034.78 166.36 80.10 22.18
In Overdraft Account - 2.30 - - -
Total 795.61 1,246.85 281.29 117.66 24.86
* Fixed Deposit Accounts are deposited with banks as security for the guarantees provided by the banks.

Summary Unconsolidated Statement of Assets and Liabilities, as restated

Rs. In Million
PARTICULARS AS AT MARCH 31
2010 2009 2008 2007 2006

A FIXED ASSETS
Gross Block 990.40 988.42 968.04 697.38 660.42
Less: Depreciation 121.84 91.89 58.44 29.97 6.30
Net Block 868.56 896.53 909.60 667.41 654.12
Capital Work- In- Progress - - 2.36 197.89 53.71
Total (A) 868.56 896.53 911.96 865.30 707.83

B INVESTMENTS (B) 1,301.13 1,088.93 1,113.09 554.71 -

13
PARTICULARS AS AT MARCH 31
2010 2009 2008 2007 2006
C CURRENT ASSETS, LOANS AND
ADVANCES
Sundry Debtors 48.51 25.03 124.55 108.72 14.00
Cash and Bank Balances 46.03 75.43 63.20 81.82 24.86
Loans and Advances 939.32 1,065.90 1,448.18 955.30 468.18
Total (C) 1,033.86 1,166.36 1,635.93 1,145.84 507.04

D LIABILITIES AND PROVISIONS


Current Liabilities 42.21 78.69 61.13 135.53 105.96
Provisions 0.35 1.37 2.78 2.99 0.70
Secured Loans 760.56 804.71 990.93 1,053.13 706.22
Unsecured Loans 1,391.49 1,174.43 750.00 550.00 4.77
Deposits from Licencees ( Refer Note 124.16 125.08 124.31 108.47 66.63
B.10 of Annexure IV)
Total (D) 2,318.77 2,184.28 1,929.15 1,850.12 884.28

E Net Worth (A+B+C- 884.78 967.54 1,731.83 715.73 330.59


D)

F Represented by:

1) Share Capital 158.46 158.46 158.46 140.39 102.83

2) Share Application Money - 97.50 880.00 62.73 128.83

3) Reserves and Surplus:


(a) Securities Premium Account 624.82 624.82 624.82 473.97 111.88
(b) Profit and Loss Account 101.50 86.76 68.55 38.64 -
Total [(1)+(2)+(3)] 884.78 967.54 1,731.83 715.73 343.54

Less: Debit balance in Profit and Loss - - - - (12.95)


Account

G Net Worth 884.78 967.54 1,731.83 715.73 330.59


The accompanying Summary of Significant Accounting Policies and Notes to Unconsolidated Summary Statements are
an integral part of this Statement.

Summary Unconsolidated Statement of Profits and Losses, as restated

Rs. In Million
PARTICULARS FOR THE YEARS ENDED MARCH 31,
2010 2009 2008 2007 2006
INCOME
Income From Operation 266.68 248.35 352.28 309.17 26.05
Other Income 12.75 67.04 13.75 19.03 0.10
Total Income 279.43 315.39 366.03 328.20 26.15

EXPENDITURE
Operating and Other Expenses 97.90 120.02 111.16 150.07 5.91
Employee Remuneration and Benefits 22.52 28.03 96.90 44.25 2.10
Interest 110.50 114.30 95.31 80.43 -
Depreciation 30.66 48.30 41.42 36.06 8.60

14
PARTICULARS FOR THE YEARS ENDED MARCH 31,
2010 2009 2008 2007 2006
Total Expenditure 261.58 310.65 344.79 310.81 16.61

PROFIT BEFORE TAX 17.85 4.74 21.24 17.39 9.54

LESS: PROVISION FOR TAX


-Current Tax 3.04 0.49 2.15 1.54 0.80
-Wealth Tax 0.07 0.06 0.05 0.03 -
-Fringe Benefits Tax - 0.30 1.72 1.01 0.35

NET PROFIT AFTER TAX AS PER AUDITED 14.74 3.89 17.32 14.81 8.39
FINANCIAL STATEMENTS
Adjustments made on account of restatement ( Refer Note B.1 - 14.32 12.59 36.78 (21.34)
of Annexure IV)
NET PROFIT / (LOSS) AFTER TAX, AS RESTATED 14.74 18.21 29.91 51.59 (12.95)
Balance brought forward from previous year, as restated 86.76 68.55 38.64 (12.95) -
BALANCE CARRIED FORWARD, AS RESTATED 101.50 86.76 68.55 38.64 (12.95)
The accompanying Summary of Significant Accounting Policies and Notes to Unconsolidated Summary Statements
are an integral part of this Statement.

Summary Unconsolidated Statement of Cash Flows, as restated

Rs. In Million
Particulars FOR THE YEARS ENDED MARCH 31,
2010 2009 2008 2007 2006

Cash Flow From Operating Activities


Profit / (Loss) Before Tax, as restated 17.85 19.06 33.83 54.17 (11.80)

Adjustments for:
Depreciation 30.66 33.98 28.83 23.70 5.51
Preliminary Expenses Written off - - - - 0.82
Loss on sale of Fixed Assets 0.77 0.45 0.40 0.07 -
Interest Income (4.41) (64.54) (6.02) (10.40) (0.10)
Dividend Income - (0.06) (0.48) (3.80) -
Profit on sale of Current Investments - - (0.06) (0.07) -
Sundry Balances Written Back (3.09) (0.53) (0.29) (0.05) -
Provision for Doubtful Debt 0.52 0.52 - - -
Balances Written off 1.29 0.26 0.82 0.03 -
Forfeiture of Security Deposit (0.12) (0.07) (0.99) (4.01) -
Interest Expense 110.50 114.30 95.31 80.44 -
Operating profit before working capital changes 153.97 103.37 151.35 140.08 (5.57)
(Increase)/ Decrease in receivables (24.00) 99.01 (16.65) (94.72) (14.00)
Decrease/(Increase) in loans and advances 5.50 32.97 (446.72) (461.85) (446.97)
(Decrease) /Increase in payables (34.10) 16.92 (74.03) 35.78 99.51
Cash generated from/(used in) Operations 101.37 252.27 (386.05) (380.70) (367.03)
Less: Taxes paid 19.93 0.17 (36.10) (27.77) (0.35)
Net Cash generated from/(used in) Operating 121.30 252.44 (422.15) (408.47) (367.38)
Activities

Cash Flows from Investing Activities


Sale of fixed assets 1.70 0.73 1.06 0.54 -
Purchase of fixed assets (5.15) (19.73) (76.95) (181.76) (292.58)

15
Particulars FOR THE YEARS ENDED MARCH 31,
2010 2009 2008 2007 2006
Investment in Subsidiaries and Associate Companies - (29.63) (1,166.04) (554.71) -
Sale of Investment in Subsidiaries and Associate 1.30 43.72 617.73 - -
Companies
Purchase of Current Investments - - (437.99) - -
Sale of Current Investments - 10.06 427.98 0.07 -
Share Application Money paid (Pending Allotment) (20.00) (1.10) - - -
Share Application Money Received Back 1.20
Dividend Received - 0.06 0.49 3.81 -
Interest Income 0.05 66.89 2.03 10.40 0.10
Refund of Loan from Other Companies 55.35 2,410.43 - - -
Loans to Other Companies (14.08) (2,348.87) (9.60) - -
Loans to Subsidiary Companies (680.46) 285.04 - - -
Refund of Loan from Subsidiary Companies 545.43 - - - -
Net Cash (used in) / Flow from Investing (114.66) 417.60 (641.29) (721.65) (292.48)
Activities

Cash Flows From Financing Activities


Proceeds from issue of share capital - - 12.27 25.66 125.99
Proceeds from Securities Premium - - 93.93 251.60 -
Share application money - 250.00 880.00 62.72 -
Repayment of Share application money (97.50) (1,032.50) - - -
Proceeds from Long Term Borrowings - - - 346.91 490.07
Proceeds from issue of debentures - - 200.00 550.00 -
Debenture Issue Expenses - - - (6.43) -
Proceeds from Secured Loans - 101.74 215.57 - -
Repayment of Secured Loans (44.15) (287.97) (277.77) - -
Proceeds from Unsecured Loans 2,002.35 768.81 339.72 - -
Repayment of Unsecured Loans (1,785.29) (344.38) (339.72) (4.77) 4.77
Deposits from Licensees (0.95) 0.79 15.83 41.82 61.32
Interest Paid (110.50) (114.30) (95.01) (80.43) -
Net Cash (used in)/flow from Financing Activities (36.04) (657.81) 1,044.82 1,187.08 682.15
Net increase in cash and cash equivalents (29.40) 12.23 (18.62) 56.96 22.29

Cash and cash equivalents as at beginning of 75.43 63.20 81.82 24.86 2.57
years

Cash and cash equivalents as at end of years 46.03 75.43 63.20 81.82 24.86

Cash Equivalents Comprise of


Cash on Hand 0.23 0.34 0.45 0.18 1.05
Balance with Scheduled Banks
In Current Accounts 10.89 33.72 37.39 2.54 1.62
In Fixed Deposit Accounts* 34.91 41.37 25.36 79.10 22.19
Total 46.03 75.43 63.20 81.82 24.86
* Fixed Deposit Accounts are deposited with banks as security for the guarantees provided by the banks.

16
THE ISSUE

Number of Equity Shares


Issue of Equity Shares 38,928,943
Of which:
A) QIB Portion At least 19,464,472(2)

of which
Anchor Investor Portion(1) Up to 5,839,342
Balance available for allocation to QIBs other than the
Anchor Investor Portion (assuming the Anchor Investor 13,625,130
Portion is fully subscribed)
of which
Available for allocation to Mutual Funds only 681,257
(5% of the QIB Portion (excluding the Anchor
Investor Portion))
Balance for all QIBs including Mutual Funds 12,943,873
B) Non-Institutional Portion(2) Not less than 5,839,341
C) Retail Portion(2) Not less than 13,625,130
Pre and post-Issue Equity Shares

Equity Shares outstanding prior to the Issue 62,957,184(3)

Equity Shares outstanding after the Issue 129,763,143


Use of Net Proceeds See “Objects of the Issue” on page 38 of this Draft Red
Herring Prospectus.

Allocation to all categories, except the Anchor Investor Portion, if any, shall be made on a proportionate basis.
(1)
The Company may allocate up to 30% of the QIB Portion to Anchor Investors on a discretionary basis. One-third of the Anchor Investor
Portion shall be reserved for domestic mutual funds, subject to valid Bids being received from domestic mutual funds at or above the price at
which allocation is being done to Anchor Investors. For further details, see “Issue Procedure” on page 332 of this Draft Red Herring
Prospectus.
(2)
If at least 50% of the Issue cannot be Allotted to QIBs, then the entire application money shall be refunded forthwith. Under - subscription, if
any, in the categories, except the QIB Portion would be allowed to be met with spill over from any other category at the sole discretion of the
Company, in consultation with the BRLMs and the Designated Stock Exchange.
(3)
Pursuant to a securities subscription and shareholders’ agreement dated November 1, 2006 between the Company, IAF - III, Promoters and
Ashok Ruia Enterprises Private Limited (merged with PML) (“Agreement”), the Company has issued and allotted 7,500,000 optionally
convertible debentures of Rs. 100 each (“OCDs”) to IAF - III which will convert into 27,877,016 Equity Shares at a conversion price to be
determined in accordance with the terms of the Agreement, prior to the filing of the Red Herring Prospectus with the RoC. Of, 27,877,016,
Equity Shares that will be allotted to IAF - III, 11,463,276 Equity Shares aggregating to 8.83% of the post-Issue paid-up capital of the
Company will be held in an escrow account with an escrow agent in accordance with the terms of the Agreement(“Escrow Equity Shares”).
The Escrow Equity Shares shall be released from the escrow account proportionately to the Promoters and IAF - III depending on the value
realised on sale of balance Equity Shares by IAF - III and the return on investment computed as per a prescribed multiple of cost or IRR
structure, whichever is higher, as specified under the Agreement, after the mandatory lock-in period of one year from the date of allotment of
Equity Shares in the Issue. The Promoters and IAF - III will enter into an escrow Agreement with an escrow agent prior to the conversion of
OCDs into Equity Shares and filing of the Red Herring Prospectus with the RoC. The details of the conversion price and the escrow
agreement will be updated in the Red Herring Prospectus prior to filing with the RoC. For further details in relation to the Agreement, see
“History and Certain Corporate Matters – Shareholder Agreements/ Other Key Agreements” on page 110 of this Draft Red Herring
Prospectus.

17
GENERAL INFORMATION

Registered Office and registration number of the Company


G-16, R. R. Hosiery Building,
Shree Laxmi Woolen Mills,
Opp. Shakti Mills Compound,
Off. Dr. E. Moses Road,
Mahalaxmi
Mumbai 400 011
Maharashtra
Tel: (91 22) 4045 0555
Fax: (91 22) 4045 0512
Website: www.ewdpl.com
CIN: U45202MH1999PLC164003

Address of Registrar of Companies

The Company is registered with the Registrar of Companies, Mumbai, Maharashtra, situated at the following
address:

Registrar of Companies
Everest, 5th Floor
100 Marine Drive
Mumbai 400 002
Maharashtra

Board of Directors

The Board of Directors consists of:

Name of the Director Designation DIN Address


Manish Kalani Managing Director 00169041 11, Tukoganj
M. G. Road
Indore 452 001

B. Rajesh Nair Executive Director 00061165 302, Shalimar Township


A. B. Road
Opposite Scheme No. 78
Indore 452 010

Sudarshan Bajoria Non-Independent, 01853708 Flat no. A- 402


Non- Executive 4th Floor
Director appointed as Golden Square
nominee of ICICI Sundar Nagar
Venture Funds Kalina, Santa Cruz (East)
Management Mumbai 400 098
Company Limited

Atul Ruia Non-Independent, 00087396 Ruia House, 19 Bhau Sahib,


Non-Executive Hire Marg, Malabar Hill,
Director appointed by Mumbai 400 006
PML

Balaji Sreekantiah Gubbi Non-Independent, 02585676 304, Phoenix Tower, B Wing,


Non- Executive Senapati Bapat Marg, Lower
Director appointed by Parel, Mumbai 400 013

18
Name of the Director Designation DIN Address
PML
Paras Nath Pathak Non –Executive, 03085406 14/118, Indra Nagar, Lucknow
Independent Director 226 016

Mukesh Kacker Non- Executive, 01569098 5, Munirka Marg, Ground


Independent Director Floor, Vasant Vihar, New
Delhi 110 057

Girish Raj Non –Executive, 00080058 Athina Township, 3rd Stage,


Independent Director Billishivale, Doddagubbi Post,
Banglore 562 149

Homi Aibara Non –Executive, 00273262 Jhaveri Mansion, 3rd Floor, 30


Independent Director Little Gibbs Road, Malabar
Hills, Mumbai 400 006

Suhail Nathani Non –Executive, 01089938 No. 801, Prabhu Kutir, 15


Independent Director Altamount Road, Mumbai 400
026

For further details of the Directors, see “Management” on page 113 of this Draft Red Herring Prospectus.

Company Secretary and Compliance Officer

Bimal K. Nanda
G-16, R. R. Hosiery Building,
Shree Laxmi Woolen Mills,
Opp. Shakti Mills Compound,
Off. Dr. E. Moses Road,
Mahalaxmi
Mumbai 400 011
Maharashtra
Tel: (91 22) 4045 0555
Fax: (91 22) 4045 0512
Email: investorrelations@ewdpl.com

Investors can contact the Compliance Officer or the Registrar to the Issue in case of any pre-Issue or post-
Issue related problems, such as non-receipt of letters of Allotment, credit of Allotted shares in the respective
beneficiary account and refund orders.

Book Running Lead Managers

ICICI Securities Limited* Kotak Mahindra Capital Company Limited


ICICI Centre, 1st Floor, Bakhtawar
H. T. Parekh Marg, 229 Nariman Point
Churchgate, Mumbai 400 021
Mumbai 400 020 Tel: (91 22) 6634 1100
Tel: (9122) 2288 2460 Fax: (91 22) 2283 7517
Fax: (91 22) 2282 6580 Email: Ewdpl.ipo@kotak.com
E-mail: ewdpl.ipo@icicisecurities.com Investor Grievance Email:
Investor Grievance Email: kmcceredressal@kotak.com
customercare@icicisecurities.com Website: www.kotak.com
Website: www.icicisecurities.com Contact Person: Chandrakant Bhole
Contact Person: Mangesh Ghogle / Vishal Kanjani SEBI Registration No.: INM000008704

19
SEBI Registration No.: INM000011179
*
ICICI Securities Limited has made an application on April 7, 2010 with SEBI for
renewal of its certificate of registration

Edelweiss Capital Limited


14th floor
Express Towers
Nariman Point
Mumbai 400 021
Tel: (91 22) 4086 3535
Fax: (91 22) 4086 3610
Email: ewdpl.ipo@edelcap.com
Investor Grievance Email: customerservice.mb@edelcap.com
Website: www.edelcap.com
Contact Person: Neetu Ranka
SEBI Registration No.: INM0000010650

Legal Advisors

Domestic Legal Counsel to the Issue International Legal Counsel to the Underwriters

Amarchand & Mangaldas & Suresh A. Shroff & Co. Jones Day
5th Floor, Peninsula Chambers 3 Church Street
Peninsula Corporate Park # 14-02 Samsung Hub
Ganpatrao Kadam Marg, Singapore 049483
Lower Parel Tel.: (65) 6538 3939
Mumbai 400 013 Fax: (65) 6536 3939
Tel: (91 22) 2496 4455
Fax: (91 22) 2496 3666

Syndicate Members

[●]

Auditors to the Company

Deloitte Haskins & Sells, Chartered Accountants


12, Dr. Annie Besant Road,
Opp. Shiv Sagar Estate, Worli,
Mumbai 400 018
Tel: (91 22) 6667 9000
Fax: (91 22) 6667 9100
Email: ajani@deloitte.com
Membership no. of Ashesh Jani: 46488

Registrar to the Issue

Link Intime India Private Limited


C-13, Pannalal Silk Mills Compound
L.B.S. Marg, Bhandup (West)
Mumbai 400 078
Tel: (91 22) 2596 0320
Fax: (91 22) 2596 0329
Email: ewdl.ipo@linkintime.co.in
Website: www.linkintime.co.in

20
Contact Person: Chetan Shinde
SEBI Registration No.: INR000004058

IPO Grading Agency

This Issue has been graded by [●] as [●], indicating [●]. The rationale furnished by the grading agency for its
grading will be updated at the time of filing the Red Herring Prospectus with the RoC.

Experts

The Company has obtained architect certificates dated May 31, 2010 from P.G. Patki Architects, The Design
Syndicate and Sanjay Puri Architects, Architects in relation to projects being developed by us. P.G. Patki Architects,
The Design Syndicate and Sanjay Puri Architects, Architects have given their written consent to act as experts to the
Company for the Issue in relation to the land and/or rights in respect thereof we own and such consent has not been
withdrawn up to the time of submission of the Draft Red Herring Prospectus.

The Issue has been graded by [●]. The report of [●] in respect of the IPO grading of this Issue will be annexed to the
Red Herring Prospectus.

Bankers to the Issue and Escrow Collection Banks

[●]

Bankers to the Company

Axis Bank Limited UCO Bank


Kamal Palace 2/5, 3/5, Girnar Tower
1, Y N Road New Palasia
Indore 452 001 Indore 452 001
Tel: (91 731) 4295222 Tel: (91 731) 2545514
Fax: (91 731) 4295330 Fax: (91 731) 2544166
Email: indore.branchhead@axisbank.com Email: uconpindore@sify.com
Website: www.axisbank.com Website: www.ucobank.com
Contact Person: T. P. Rao Contact Person: G. Rajendiran

Self Certified Syndicate Banks

The list of banks that have been notified by SEBI to act as a SCSB for the ASBA process are provided on
www.sebi.gov.in. For details on Designated Branches of SCSBs collecting ASBA Bid Cum Application Forms,
please refer to the above mentioned link.

Monitoring Agency

There will be no monitoring agency as the Issue Size is proposed to be less than Rs. 5,000 million. The Board will
monitor the utilization of the Net Proceeds. The Company will disclose the utilization of the Net Proceeds under a
separate head in its Balance Sheet for the relevant financial years subsequent to the Issue. The Company will
indicate investments, if any, of unutilized Net Proceeds in the Balance Sheet of the Company for the relevant
financial years subsequent to the Issue.

Inter Se Allocation of Responsibilities between the BRLMs

The following table sets forth the inter se allocation of responsibilities for various activities among the BRLMs for
the Issue:

21
Activities Responsibility Co-
ordinator
1. Capital structuring with relative components and formalities I-Sec, Kotak, Edelweiss I-Sec
2. Drafting and approval of all statutory advertisements I-Sec, Kotak, Edelweiss I-Sec
3. Due diligence of the Company including its I-Sec, Kotak, Edelweiss I-Sec
operations/management/ business/plans/legal, etc. Drafting and
design of the Draft Red Herring Prospectus and of statutory
advertisements including a memorandum containing salient
features of the Prospectus.

The BRLMs shall ensure compliance with stipulated requirements


and completion of prescribed formalities with the Stock
Exchanges, the RoC and SEBI including finalisation of the
Prospectus and RoC filing.
4. Drafting and approval of all publicity material other than statutory I-Sec, Kotak, Edelweiss Edelweiss
advertisements as mentioned above, including corporate
advertising, brochures, etc.
5. Appointment of Bankers to the Issue and Registrar to the Issue I-Sec, Kotak, Edelweiss I-Sec
6. Appointment of other intermediaries including, printers, I-Sec, Kotak, Edelweiss Edelweiss
advertising agency
7. Marketing & road show presentation I-Sec, Kotak, Edelweiss Kotak
8. Non-institutional and Retail marketing of the Issue, which will I-Sec, Kotak, Edelweiss Kotak
cover, inter alia:

Finalising media, marketing and public relations


strategy;
Finalising centre for holding conferences for brokers,
etc.;
Follow-up on distribution of publicity and Issue material
including forms, the Prospectus and deciding on the
quantum of Issue material; and
Finalising collection centres.
9. Domestic institutional marketing of the Issue, which will cover, I-Sec, Kotak, Edelweiss Edelweiss
inter alia:

Finalising the list and division of investors for one to one


meetings, institutional allocation
10. International institutional marketing of the Issue, which will I-Sec, Kotak, Edelweiss Edelweiss
cover, inter alia:

Finalising the list and division of investors for one-to-


one meetings, institutional allocation.
11. Pricing, Managing the book and allocation to QIB Bidders I-Sec, Kotak, Edelweiss Edelweiss
12. Co-ordination with the Stock Exchanges I-Sec, Kotak, Edelweiss Edelweiss
13. Post-Bidding activities including management of escrow I-Sec, Kotak, Edelweiss Kotak
accounts, co coordinating, underwriting, co-ordination of non-
institutional allocation, announcement of allocation and dispatch
of refunds to Bidders, etc.

The post-Issue activities will involve essential follow up steps,


including the finalisation of trading, dealing of instruments, and
demat of delivery of shares with the various agencies connected
with the work such as the Registrars to the Issue, the Bankers to
the Issue, the bank handling refund business and SCSBs. The

22
BRLMs shall be responsible for ensuring that these agencies
fulfill their functions and discharge this responsibility through
suitable agreements with the Company.
Note: ICICI Securities Limited has made an application on April 7, 2010 with SEBI for renewal of its certificate of registration

Credit Rating

As the Issue is of Equity Shares, there is no credit rating for this Issue.

Trustees

As the Issue is of Equity Shares, the appointment of trustees is not required.

Book Building Process

Book Building Process, with reference to the Issue, refers to the process of collection of Bids on the basis of the Red
Herring Prospectus within the Price Band, which will be decided by the Company in consultation with the BRLMs
and advertised at least two working days prior to the Bid/Issue Opening Date. The Issue Price is finalised after the
Bid/ Issue Closing Date. The principal parties involved in the Book Building Process are:

1. the Company;
2. the BRLMs;
3. the Syndicate Members who are intermediaries registered with SEBI or registered as brokers with BSE/
NSE and eligible to act as Underwriters. The Syndicate Members are appointed by the BRLMs;
4. the SCSBs;
5. the Registrar to the Issue; and
6. the Escrow Collection Banks.

This Issue is being made in accordance with Rule 19(2)(b)(i) of the SCRR and under the SEBI Regulations, where
the Issue will be made through the 100% Book Building Process wherein at least 50% of the Issue will be allocated
on a proportionate basis to QIBs. Out of the QIB Portion (excluding the Anchor Investor Portion), 5% shall be
available for allocation on a proportionate basis to Mutual Funds only. The remainder shall be available for
allocation on a proportionate basis to QIBs and Mutual Funds, subject to valid Bids being received from them at or
above the Issue Price. If at least 50% of the Issue cannot be allotted to QIBs, then the entire application money will
be refunded forthwith. Further, not less than 15% of the Issue will be available for allocation on a proportionate
basis to Non-Institutional Bidders and not less than 35% of the Issue will be available for allocation on a
proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price.

In accordance with the SEBI Regulations, QIB Bidders are not allowed to withdraw their Bid(s) after the
Bid/Issue Closing Date. For further details, see “Terms of the Issue” on page 325 of this Draft Red Herring
Prospectus.

The Company shall comply with the SEBI Regulations and any other ancillary directions issued by SEBI for this
Issue. In this regard, the Company has appointed the BRLMs to manage the Issue and procure subscriptions to the
Issue.

The Book Building Process under the SEBI Regulations is subject to change from time to time and the
investors are advised to make their own judgment about investment through this process prior to making a
Bid or application in the Issue.

Illustration of Book Building Process and Price discovery process (Investors should note that this example is
solely for illustrative purposes and is not specific to the Issue; it excludes bidding by Anchor Investors or ASBA
process)

Bidders can bid at any price within the price band. For instance, assume a price band of Rs. 20 to Rs. 24 per equity
share, issue size of 3,000 equity shares and receipt of five bids from bidders, details of which are shown in the table

23
below. A graphical representation of the consolidated demand and price would be made available at the bidding
centres during the bidding period. The illustrative book below shows the demand for the equity shares of the issuer
company at various prices which is collated from bids received from various investors.

Bid Quantity Bid Amount (Rs.) Cumulative Quantity Subscription


500 24 500 16.67%
1,000 23 1,500 50.00%
1,500 22 3,000 100.00%
2,000 21 5,000 166.67%
2,500 20 7,500 250.00%

The price discovery is a function of demand at various prices. The highest price at which the issuer is able to issue
the desired number of shares is the price at which the book cuts off, i.e., Rs. 22 in the above example. The issuer, in
consultation with the BRLMs, will finalise the issue price at or below such cut-off price, i.e., at or below Rs. 22. All
bids at or above this issue price and cut-off bids are valid bids and are considered for allocation in the respective
categories.

Steps to be taken by the Bidders for Bidding

1. Check eligibility for making a Bid (see “Issue Procedure - Who Can Bid?” on page 333 of this Draft Red
Herring Prospectus);

2. Ensure that you have a demat account and the demat account details are correctly mentioned in the Bid cum
Application Form;

3. Ensure that you have mentioned your PAN, Client ID and DP ID in the Bid cum Application Form. In
accordance with the SEBI Regulations, PAN would be the sole identification number for participants
transacting in the securities market, irrespective of the amount of transaction (see “Issue Procedure –
Permanent Account Number or PAN” on page 349 of this Draft Red Herring Prospectus);

4. Ensure that the Bid cum Application Form is duly completed as per instructions given in this Draft Red
Herring Prospectus and in the Bid cum Application Form;

5. Bids by QIBs (including Anchor Investors) will only have to be submitted to the BRLMs and/or their
affiliates, other than Bids by QIBs (excluding the Anchor Investors) who Bid through ASBA process, who
shall submit the Bids to the Designated Branches of the SCSBs;

6. ASBA Bidders will have to submit Bids (physical form) to the Designated Branches. ASBA Bidders should
ensure that the ASBA Account has adequate credit balance at the time of submission to the SCSB to ensure
that the ASBA Bid cum Application Form is not rejected.

Underwriting Agreement

After the determination of the Issue Price but prior to the filing of the Prospectus with the RoC, the Company will
enter into an Underwriting Agreement with the Underwriters for the Equity Shares proposed to be offered through
the Issue. It is proposed that pursuant to the terms of the Underwriting Agreement, the BRLMs shall be responsible
for bringing in the amount devolved in the event that the Syndicate Members do not fulfil their underwriting
obligations. The underwriting shall be to the extent of the Bids uploaded by the Underwriters including through its
respective Syndicate Member/ sub-syndicate. The Underwriting Agreement is dated [ ].

The Underwriters have indicated their intention to underwrite the following number of Equity Shares:

This portion has been intentionally left blank and will be filled in before filing of the Prospectus with the RoC.

24
Name and Address of the Underwriters Indicated Number Amount
of Equity Shares to Underwritten
be Underwritten (Rs. in Million)
ICICI Securities Limited [●] [●]
ICICI Centre, H. T. Parekh Marg, Churchgate, Mumbai 400 020
Kotak Mahindra Capital Company Limited [●] [●]
1st Floor, Bakhtawar, 229 Nariman Point, Mumbai 400 021
Edelweiss Capital Limited [●] [●]
14th floor, Express Towers, Nariman Point, Mumbai 400 021

The above mentioned is indicative underwriting and this will be finalised after determination of the Issue Price and
actual allocation.

In the opinion of the Board of Directors (based on a certificate given by the Underwriters), the resources of the
above mentioned Underwriters are sufficient to enable them to discharge their respective underwriting obligations in
full. The above mentioned Underwriters are registered with SEBI under Section 12(1) of the SEBI Act or registered
as brokers with the Stock Exchange(s). The Board of Directors, at its meeting held on [●], has accepted and entered
into the Underwriting Agreement mentioned above on behalf of the Company.

Allocation among Underwriters may not necessarily be in proportion to their underwriting commitments.
Notwithstanding the table above, the BRLMs and the Syndicate Members shall be responsible for ensuring payment
with respect to Equity Shares allocated to investors procured by them. In the event of any default in payment, the
respective Underwriter, in addition to other obligations defined in the Underwriting Agreement, will also be required
to procure subscriptions for/subscribe to Equity Shares to the extent of the defaulted amount.

Notwithstanding the foregoing, the Issue is also subject to obtaining (i) final listing and trading approvals of the
Stock Exchanges, which the company shall apply for after Allotment, and (ii) the final approval of the RoC after the
Prospectus is filed with the RoC.

25
CAPITAL STRUCTURE

The Equity Share capital of the Company as of the date of this Draft Red Herring Prospectus is set forth below:

(In Rs. except share data)


Aggregate Aggregate Value
Nominal Value at Issue Price
A) AUTHORISED SHARE CAPITAL
150,000,000 Equity Shares of Rs. 10 each 1,500,000,000

B) ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL


BEFORE THE ISSUE(1)
62,957,184 Equity Shares of Rs. 10 each 629,571,840

C) PRESENT ISSUE IN TERMS OF THIS DRAFT RED


HERRING PROSPECTUS
38,928,943 Equity Shares of Rs. 10 each 389,289,430 [●]

D) ISSUED, SUBSCRIBED AND PAID-UP EQUITY CAPITAL


AFTER THE ISSUE
129,763,143 Equity Shares of Rs. 10 each 1,297,631,430 [●]

E) SHARE PREMIUM ACCOUNT


Before the Issue(1) 152,639,261 -
After the Issue [●] [●]

The present Issue in terms of this Draft Red Herring Prospectus has been authorised by the Board of Directors and
the shareholders of the Company, pursuant to their resolutions dated June 11, 2010 and June 15, 2010 respectively.
(1)
Pursuant to a securities subscription and shareholders’ agreement dated November 1, 2006 between the Company, IAF - III, Promoters and
Ashok Ruia Enterprises Private Limited (merged with PML) (“Agreement”), the Company has issued and allotted 7,500,000 optionally
convertible debentures of Rs. 100 each (“OCDs”) to IAF - III which will convert into 27,877,016 Equity Shares at a conversion price to be
determined in accordance with the terms of the Agreement, prior to the filing of the Red Herring Prospectus with the RoC. Of, 27,877,016,
Equity Shares that will be allotted to IAF - III, 11,463,276 Equity Shares aggregating to 8.83% of the post-Issue paid-up capital of the
Company will be held in an escrow account with an escrow agent in accordance with the terms of the Agreement(“Escrow Equity Shares”).
The Escrow Equity Shares shall be released from the escrow account proportionately to the Promoters and IAF - III depending on the value
realised on sale of balance Equity Shares by IAF - III and the return on investment computed as per a prescribed multiple of cost or IRR
structure, whichever is higher, as specified under the Agreement, after the mandatory lock-in period of one year from the date of allotment of
Equity Shares in the Issue. The Promoters and IAF - III will enter into an escrow Agreement with an escrow agent prior to the conversion of
OCDs into Equity Shares and filing of the Red Herring Prospectus with the RoC. The details of the conversion price and the escrow
agreement will be updated in the Red Herring Prospectus prior to filing with the RoC. For further details in relation to the Agreement, see
“History and Certain Corporate Matters - Shareholder Agreements/ Other Key Agreements” on page 110 of this Draft Red Herring
Prospectus.

Changes in Authorised Share Capital

1. The initial authorised share capital of Rs. 2,500,000 divided into 250,000 Equity Shares of Rs. 10 each was
increased to Rs. 100,000,000 divided into 2,092,745 Class A equity shares of Rs. 10 each with voting rights
and 7,907,255 Class B equity shares of Rs. 10 each without voting rights, pursuant to resolution of
shareholders passed at the AGM held on July 7, 2003.

2. The authorised share capital of Rs. 100,000,000 divided into 2,092,745 Class A equity shares of Rs. 10
each with voting rights and 7,907,255 Class B equity shares of Rs. 10 each without voting rights was
consolidated into 1,000,000 equity shares of Rs. 100 each with voting rights, pursuant to resolution of
shareholders passed at an EGM held on January 19, 2004.

3. The authorised share capital of Rs. 100,000,000 divided into 1,000,000 equity shares of Rs.100 each was
increased to Rs. 113,000,000 divided into 1,130,000 equity shares of Rs. 100 each pursuant to resolution of
shareholders passed at the AGM held on September 30, 2004.

26
4. The authorised share capital of Rs. 113,000,000 divided into 1,130,000 equity shares of Rs.100 each was
increased to Rs. 150,000,000 divided into 1,500,000 equity shares of Rs. 100 each pursuant to resolution of
shareholders passed at an EGM held on March 10, 2006.

5. The authorised share capital of Rs. 150,000,000 divided into 1,500,000 equity shares of Rs.100 each was
sub-divided into 15,000,000 Equity Shares of Rs. 10 each pursuant to resolution of shareholders passed at
an EGM held on March 10, 2006.

6. The authorised share capital of Rs. 150,000,000 divided into 15,000,000 Equity Shares of Rs. 10 each was
increased to Rs. 170,000,000 divided into 17,000,000 Equity Shares of Rs. 10 each pursuant to resolution
of shareholders passed at an EGM held on June 27, 2007.

7. The authorised share capital of Rs. 170,000,000 divided into 17,000,000 Equity Shares of Rs. 10 each was
increased to Rs. 1,000,000,000 divided into 100,000,000 Equity Shares of Rs. 10 each pursuant to
resolution of shareholders passed at an EGM held on January 22, 2010.

8. The authorised share capital of Rs. 1,000,000,000 divided into 100,000,000 Equity Shares of Rs. 10 each
was increased to Rs. 1,500,000,000 divided into 150,000,000 Equity Shares of Rs. 10 each pursuant to
resolution of shareholders passed at an EGM held on May 12, 2010.

Notes to Capital Structure

1. Share Capital History of the Company

(a) The history of the equity share capital and share premium account of the Company is set forth below:

Date of No. of Face Issue Consideration Cumulative no. Cumulative paid-up Cumulative
allotment of Equity Value Price of Equity Equity Share Share Premium
Equity Shares Shares (Rs.) (Rs.) Shares Capital (Rs.) (Rs.)
allotted
July 22, 1999 20 10 10 Cash 20 200 -
December 7, 249,980 10 10 Cash 250,000 2,500,000 -
2002
July 7, 2003 775,445(1) 10 10 Cash 1,025,445 10,254,450 -
July 7, 2003 1,067,300(2) 10 - Other than 2,092,745 20,927,450 -
Cash(2)
July 7, 2003 7,907,255(3) 10 10 Cash 10,000,000 100,000,000 -
January 19, - 100 - - 1,000,000 100,000,000 -
2004(4)
December 11, 66,960 100 1,000 Cash 1,066,960 106,696,000 60,264,000
2004
March 20, 2005 57,350 100 1,000 Cash 1,124,310 112,431,000 111,879,000
March 10, - 10 - - 11,243,100 112,431,000 111,879,000
2006(5)
September 12, 2,716,131 10 108.17 Cash 13,959,231 139,592,310 378,521,580
2006
December 1, 49,000 10 102.04 Cash 14,008,231 140,082,310 383,031,540
2006
March 8, 2007 991,769 10 108.17 Cash 15,000,000 150,000,000 480,393,503
April 5, 2007 - - - - 13,932,700(6) 139,327,000(6) 473,968,095(7)
June 27, 2007 580,013 10 108.17 Cash 14,512,713 145,127,130 530,907,971
December 14, 1,226,583 10 86.56 Cash 15,739,296 157,392,960 624,818,141
2007
June 11, 2010 47,217,888 10 - Bonus issue in 62,957,184(7) 629,571,840(7) 152,639,261(8)
the ratio 3:1
(1)
The Company issued 775,445 Class A equity shares of Rs. 10 each at par to PHPL and KBIPL.
(2)
The Company issued 1,067,300 Class A equity shares of Rs. 10 each to Madhya Pradesh Housing Board as consideration for supervisory
services to be provided by MPHB.
(3)
The Company issued 7,907,255 Class B equity shares of Rs. 10 each without voting rights to PHPL and KBIPL.

27
(4)
The authorised share capital of Rs. 100,000,000 divided into 2,092,745 Class A equity shares of Rs. 10 each with voting rights and
7,907,255 Class B equity shares of Rs. 10 each without voting rights was consolidated into 1,000,000 equity shares of Rs. 100 each with
voting rights, pursuant to resolution of shareholders passed at an EGM held on January 19, 2004.
(5)
The authorised share capital of Rs. 150,000,000 divided into 1,500,000 equity shares of Rs. 100 each was sub-divided into 15,000,000
equity shares of Rs. 10 each pursuant to resolution of shareholders passed at an EGM held on March 10, 2006.
(6)
Forfeiture of 1,067,300 equity shares of Rs. 10 each allotted to Madhya Pradesh Housing Board.
(7)
Rs. 6,425,408 has been provided towards debenture issue expenses on March 31, 2007.
(8)
Pursuant to a securities subscription and shareholders’ agreement dated November 1, 2006 between the Company, IAF - III, Promoters
and Ashok Ruia Enterprises Private Limited (merged with PML) (“Agreement”), the Company has issued and allotted 7,500,000
optionally convertible debentures of Rs. 100 each (“OCDs”) to IAF - III which will convert into 27,877,016 Equity Shares at a conversion
price to be determined in accordance with the terms of the Agreement, prior to the filing of the Red Herring Prospectus with the RoC. Of,
27,877,016, Equity Shares that will be allotted to IAF - III, 11,463,276 Equity Shares aggregating to 8.83% of the post-Issue paid-up
capital of the Company will be held in an escrow account with an escrow agent in accordance with the terms of the Agreement(“Escrow
Equity Shares”). The Escrow Equity Shares shall be released from the escrow account proportionately to the Promoters and IAF - III
depending on the value realised on sale of balance Equity Shares by IAF - III and the return on investment computed as per a prescribed
multiple of cost or IRR structure, whichever is higher, as specified under the Agreement, after the mandatory lock-in period of one year
from the date of allotment of Equity Shares in the Issue. The Promoters and IAF - III will enter into an escrow Agreement with an escrow
agent prior to the conversion of OCDs into Equity Shares and filing of the Red Herring Prospectus with the RoC. The details of the
conversion price and the escrow agreement will be updated in the Red Herring Prospectus prior to filing with the RoC. For further details
in relation to the Agreement, see “History and Certain Corporate Matters - Shareholder Agreements/ Other Key Agreements” on page
110 of this Draft Red Herring Prospectus.

(b) Equity Shares Allotted for consideration other than cash:

Date of allotment No. of Equity Face Value Issue Price Consideration


of the Equity Shares (Rs.) (Rs.)
Shares
July 7, 2003 1,067,300* 10 - Issued by the Company
as consideration for the
supervisory services to
be provided by Madhya
Pradesh Housing Board
June 11, 2010 47,217,888 10 - Bonus issue in the ratio
3:1
* These Equity Shares were forfeited on April 5, 2007.

2. History of the Equity Share Capital held by the Promoters

(a) Details of the build up of Promoters shareholding in the Company is set forth below:

Date of Nature of Nature of No. of Equity Face Issue/ Cumulative no. of % of Pre Issue Capital % of
Allotment/Transfer Transaction consideration Shares Value Acquisition Equity Shares Post
Price (Rs.) Pre OCD Post OCD Issue
Conversion Conversion Capital
Manish Kalani
July 22, 1999 Issued pursuant Cash 10 10 10 10 0.00 0.00 0.00
to subscription to
Memorandum of
Association
May 14, 2003 Transfer to Cash (10) 10 10 - 0.00 0.00 0.00
KBIPL
December 23, 2005 Transfer from Cash 10 100(1) 1,000 10 0.00 0.00 0.00
KBIPL
(2)
June 11, 2010 Bonus issue in - 300 10 - 400 0.00 0.00 0.00
the ratio 3:1

PHPL
February 28, 2003 Transfer from Cash 73,780 10 10 73,780 0.12 0.08 0.06
Kalani Industries
Private Limited
July 7, 2003 Allotment of Cash 228,911 10 10 302,691 0.48 0.33 0.23
Class A equity
shares to
augment the

28
Date of Nature of Nature of No. of Equity Face Issue/ Cumulative no. of % of Pre Issue Capital % of
Allotment/Transfer Transaction consideration Shares Value Acquisition Equity Shares Post
Price (Rs.) Pre OCD Post OCD Issue
Conversion Conversion Capital
financial
resources
July 7, 2003 Allotment of Cash 2,334,222 10 10 2,636,913 4.19 2.90 2.03
Class B equity
shares to
augment the
financial
resources
December 11, 2004 Allotment of Cash 19,669 100(1) 1,000 283,360 0.45 0.31 0.22
equity shares to
augment the
financial
resources
July 7, 2006 Transfer from Cash 16,600 100 80 299,960 0.48 0.33 0.23
Oswal Tradelink
Private Limited
September 12, 2006 Transfer from Cash 100 10(2) 10 2,999,700 4.76 3.30 2.31
Manisha Kalani
September 12, 2006 Allotment of Cash 390,336 10 108.17 3,390,036 5.38 3.73 2.61
equity shares to
augment the
financial
resources
June 27, 2007 Transfer to Cash (390,336) 10 108.17 2,999,700 4.76 3.30 2.31
Kalani Holdings
Private Limited
(a wholly owned
subsidiary of The
Phoenix Mills
Limited)
June 11, 2010 Bonus issue in - 8,999,100 10 - 11,998,800(3) 19.06 11.57 8.10
the ratio 3:1

KBIPL
February 28, 2003 Transfer from Cash 176,200 10 10 176,200 0.28 0.19 0.14
Kalani Industries
Private Limited
May 14, 2003 Transfer from Cash 20 10 10 176,220 0.28 0.19 0.14
various persons(4)
July 7, 2003 Allotment of Cash 546,534 10 10 722,754 1.15 0.80 0.56
Class A equity
shares to
augment the
financial
resources
July 7, 2003 Allotment of Cash 5,573,033 10 10 6,295,787 10.00 6.93 4.85
Class B equity
shares
December 11, 2004 Allotment of Cash 47,291 100(1) 1,000 676,870 1.08 0.75 0.52
equity shares to
augment the
financial
resources
December 23, 2005 Transfer from Cash 2,000 100 100 678,870 1.08 0.75 0.52
various
companies(5)
December 23, 2005 Transfer to Cash (60) 100 100 678,810 1.08 0.75 0.52
various persons
and companies(6)
July 7, 2006 Transfer from Cash 38,750 100 80 717,560 1.14 0.79 0.55
Ratnagiri
Vinimay
July 7, 2006 Transfer from Cash 40 100 1,000 717,600 1.14 0.79 0.55
various persons
and companies(7)
September 12, 2006 Allotment of Cash 800,601 10(2) 108.17 7,976,601 12.67 8.78 6.15
equity shares to
augment the
financial
resources
June 27, 2007 Transfer to Cash (800,601) 10 108.17 7,176,000 11.40 7.90 5.53
Kalani Holdings
Private Limited
(a wholly owned
subsidiary of The
Phoenix Mills
Limited)
January 19, 2008 Transfer to Ruia Cash (824,739) 10 10 6,351,261 10.09 6.99 4.89
Real Estate
Development
Company Private

29
Date of Nature of Nature of No. of Equity Face Issue/ Cumulative no. of % of Pre Issue Capital % of
Allotment/Transfer Transaction consideration Shares Value Acquisition Equity Shares Post
Price (Rs.) Pre OCD Post OCD Issue
Conversion Conversion Capital
Limited (merged
with The Phoenix
Mills Limited)
January 21, 2010 Transfer to B. Cash (10) 10 10 6,351,251 10.09 6.99 4.89
Rajesh Nair
June 11, 2010 Bonus issue in - 19,053,753 10 - 25,405,004(3) 40.35 24.52 17.17
the ratio 3:1
(1)
The authorised share capital of Rs. 100,000,000 divided into 2,092,745 Class A equity shares of Rs. 10 each with voting rights and
7,907,255 Class B equity shares of Rs. 10 each without voting rights was consolidated into 1,000,000 equity shares of Rs. 100 each with
voting rights, pursuant to resolution of shareholders passed at an EGM held on January 19, 2004.
(2)
The authorised share capital of Rs. 150,000,000 divided into 1,500,000 equity shares of Rs.100 each was sub-divided into 15,000,000
Equity Shares of Rs. 10 each pursuant to resolution of shareholders passed at an EGM held on March 10, 2006.
(3)
PHPL and KBIPL have agreed to transfer 1,488,689 Equity Shares and 3,129,657 Equity Shares, respectively, to PML prior to the filing
of the Red Herring Prospectus with the RoC, in terms of a letter dated June 18, 2010, such that post conversion of the OCDs (prior to
filing of the Red Herring Prospectus with the RoC) held by IAF - III into the Equity Shares of the Company and prior to the Issue, KHPL
(a wholly owned subsidiary of PML) and PML together hold an aggregate of 33% of the pre-Issue equity share capital of the Company.
The details of this transfer will be updated prior to filing the Red Herring Prospectus with the RoC. Additionally, a deed of adherence and
modification to the securities subscription and shareholders agreement was executed on July 9, 2010 pursuant to which PML and KHPL
has agreed to transfer the Promoter Sale Shares (as defined below) back to the Promoters on default of certain obligations as provided
under the said securities subscription and shareholders agreement. For further details, see “History and Certain Corporate Matters -
Shareholder Agreements/ Other Key Agreements”on page 110 of this Draft Red Herring Prospectus.
(4)
Transferred from Manish Kalani, T.S. Summi, Padma Kalani, Manisha Kalani, S.K. Talati, Q.Y. Matkawala and Pawan Jain.
(5)
Transferred from Money Penny Fincom Private Limited, Prmila Investment and Finance Limited and Maxtouch Securities Private
Limited.
(6)
Transferred to Manish Kalani, Padma Kalani, Manisha Kalani, Anshuman Properties Private Limited, Vibgyor Laminates Private
Limited and Sanovi Trading Private Limited.
(7)
Transferred from Sanovi Trading Private Limited, Anshuman Properties Private Limited, Vibgyor Laminates Private Limited and Padma
Kalani.

(b) Details of Promoters contribution locked in for three years

The minimum Promoter‟s contribution has been brought to the extent of not less than the specified
minimum lot and from persons defined as Promoters under the SEBI Regulations. Pursuant to the SEBI
Regulations, 20% of the fully diluted post-Issue capital of the Company held by the Promoters shall be
locked in for a period of three years from the date of Allotment of Equity Shares in the Issue. The Equity
Shares constituting minimum Promoters‟ contribution in the Issue which shall be locked-in for three years
are eligible therefor in terms of the SEBI Regulations. The details of such lock-in are set forth in the table
below:

Date of Acquisition Nature of Nature of No. of Equity Shares Face Issue/Acquisition Percentage of
and when made Allotment/Transfer consideration Value Price (Rs.) Post-Issue
fully paid-up Paid-up
Capital
PHPL
February 28, 2003 Transfer from Kalani Cash 73,780 10 10 0.06
Industries Private
Limited
July 7, 2003 Allotment of Class A Cash 228,911 10 10 0.18
equity shares to augment
the financial resources
July 7, 2003 Allotment of Class B Cash 2,334,222 10 10 1.80
equity shares to augment
the financial resources
December 11, 2004 Allotment of equity Cash 19,669 100(1) 1000 0.15
shares to augment the
financial resources
July 7, 2006 Transfer from Oswal Cash 16,600 100 80 0.13
Tradelink Private

30
Date of Acquisition Nature of Nature of No. of Equity Shares Face Issue/Acquisition Percentage of
and when made Allotment/Transfer consideration Value Price (Rs.) Post-Issue
fully paid-up Paid-up
Capital
Limited
September 12, Transfer from Manisha Cash 100 10(2) 10 0.00
2006 Kalani
June 11, 2010 Bonus Issue in the ratio - 7,510,411 10 - 5.79
3:1
Total 10,510,111(3) 8.10
KBIPL
February 28, 2003 Transfer from Kalani Cash 176,200 10 10 0.14
Industries Private
Limited
May 14, 2003 Transfer from various Cash 20 10 10 0.00
persons
July 7, 2003 Allotment of Class A Cash 546,534 10 10 0.42
equity shares to augment
the financial resources
July 7, 2003 Allotment of Class B Cash 4,748,284 10 10 3.66
equity shares
December 11, 2004 Allotment of equity Cash 47,291 100(1) 1,000 0.36
shares to augment the
financial resources
December 23, 2005 Transfer from various Cash 1,940 100 100 0.02
companies
July 7, 2006 Transfer from Ratnagiri Cash 38,750 100 80 0.30
Vinimay
July 7, 2006 Transfer from various Cash 40 100 1,000 0.00
persons and companies
June 11, 2010 Bonus Issue - 9,091,267 10(2) - 7.01
Total 15,442,518(4) 11.90
Grand Total 25,952,629 20.00
(1)
The authorised share capital of Rs. 100,000,000 divided into 2,092,745 Class A equity shares of Rs. 10 each with voting rights and
7,907,255 Class B equity shares of Rs. 10 each without voting rights was consolidated into 1,000,000 equity shares of Rs. 100 each with
voting rights, pursuant to resolution of shareholders passed at an EGM held on January 19, 2004.
(2)
The authorised share capital of Rs. 150,000,000 divided into 1,500,000 equity shares of Rs.100 each was sub-divided into 15,000,000
Equity Shares of Rs. 10 each pursuant to resolution of shareholders passed at an EGM held on March 10, 2006.

(3)
The number of Equity Shares being offered by PHPL towards Promoter’s contribution have been computed on a fully diluted basis, taking
into account Equity Shares that will be issued to IAF - III on conversion of OCDs prior to filing the Red Herring Prospectus with RoC as
well as the proposed transfer of 1,488,689 Equity Shares to PML prior to filing the Red Herring Prospectus with RoC. For further details,
see “History and Certain Corporate Matters - Shareholder Agreements/ Other Key Agreements”on page 110 of this Draft Red Herring
Prospectus.
(4)
The number of Equity Shares being offered by KBIPL towards Promoter’s contribution have been computed on a fully diluted basis, taking
into account Equity Shares that will be issued to IAF - III on conversion of OCDs prior to filing the Red Herring Prospectus with RoC as
well as the proposed transfer of 3,129,657 Equity Shares to PML prior to filing the Red Herring Prospectus with RoC. For further details,
see “History and Certain Corporate Matters - Shareholder Agreements/ Other Key Agreements”on page 110 of this Draft Red Herring
Prospectus.

(c) Details of share capital locked in for one year

In addition to 20% of the post-Issue shareholding of the Company held by Promoters and locked in for
three years as specified above, the entire pre-Issue equity share capital will be locked-in for a period of one
year from the date of Allotment of the Equity Shares in this Issue.

In terms of SEBI Regulations, Equity Shares held by the shareholders who are venture capital funds /
venture capital investor, for a period of at least one year as on the date of this Draft Red Herring Prospectus
will not be subject to lock in as aforesaid. The details of such Equity Shares held by the venture capital
funds / venture capital investor are set forth in the table below:

31
Name of Date of acquisition Nature of No. of Equity Shares
shareholder acquisition
IAF - III* November 1, 2006 Allotment 49,000
*
IDBI Trusteeship Services Limited (the merged entity after its merger with the Western India Trustee and Executor Company
Limited) in its capacity as trustee of India Advantage Fund - III represented by its investment manager ICICI Venture Funds
Management Company Limited which is registered with SEBI as a venture capital fund.

However, the Equity Shares held by IAF - III pursuant to the bonus issue on June 11, 2010, being 147,000
Equity Shares will be subject to lock-in for a period of one year from the date of allotment of the Equity
Shares in this Issue.

(d) Lock-in of Equity Shares to be issued, if any, to the Anchor Investor

Any Equity Shares that may be Allotted to Anchor Investors under the Anchor Investor Portion, if any,
shall be locked-in for a period of 30 days from the date of Allotment of Equity Shares in the Issue.

(e) Other Requirements in respect of lock-in

The Equity Shares held by Promoters may be transferred to and amongst the Promoter Group or to a new
promoter or persons in control of the Company, subject to continuation of the lock-in in the hands of the
transferees for the remaining period and compliance with the SEBI Takeover Regulations, as applicable.

The Equity Shares held by persons other than Promoters prior to the Issue may be transferred to any other
person holding Equity Shares which are locked-in along with the Equity Shares proposed to be transferred,
subject to continuation of the lock-in in the hands of the transferees for the remaining period and
compliance with the SEBI Takeover Regulations, as applicable.

The Equity Shares held by Promoters which are locked-in for a period of three years from the date of
Allotment in the Issue can be pledged with any scheduled commercial bank or public financial institution
as collateral security for loans granted by such banks or institution, provided that the pledge of Equity
Shares can be created when the loan has been granted by such bank or financial institution for financing
one or more of the objects of the Issue and pledge of Equity Shares is one of the terms of sanction of the
loan.

The Equity Shares held by the Promoter which are locked-in for a period of one year from the date of
Allotment in the Issue can be pledged with any scheduled commercial bank or public financial institution
as collateral security for loans granted by such bank or financial institution, provided that the pledge of the
Equity Shares is one of the terms of sanction of the loan.

3. Shareholding pattern of the Company

The table below presents the shareholding pattern before the proposed Issue and as adjusted for the Issue:

Category of No. of Pre-Issue (Prior to conversion of OCDs)(1) Pre-Issue (Post-conversion of OCDs and transfer Post-Issue Shares pledged
Shareholders Sharehold of shares by PHPL and KBIL to PML)
(2) or otherwise
er encumbered
Total No. of Total Total No. of Total Total No. No. of Total Numb As a
No. of Equity Shareholding as a No. of Equity Shareholding as a of Shares Equity Shareholding as a er of % of
Shares Shares in % of total No. of Shares Shares in % of total No. of Shares in % of total No. of shares Total
demateriali Shares demateriali Shares demateriali Shares No.
sed form sed form sed form of
As a As a % As a As a % As a As a % Shar
% of of % of of % of of es
(A+ (A+B+ (A+ (A+B+ (A+B (A+B+
B) C) B) C) ) C)

(A)
Shareholding
of Promoter
and Promoter
Group*
(1) Indian
Individuals / 1 400 Nil 0.00 0.00 400 Nil 0.00 0.00 400 0.00 0.00 Nil Nil
Hindu
Undivided
Family
Central Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
Government/
State

32
Category of No. of Pre-Issue (Prior to conversion of OCDs)(1) Pre-Issue (Post-conversion of OCDs and transfer Post-Issue Shares pledged
Shareholders Sharehold of shares by PHPL and KBIL to PML)
(2) or otherwise
er encumbered
Total No. of Total Total No. of Total Total No. No. of Total Numb As a
No. of Equity Shareholding as a No. of Equity Shareholding as a of Shares Equity Shareholding as a er of % of
Shares Shares in % of total No. of Shares Shares in % of total No. of Shares in % of total No. of shares Total
demateriali Shares demateriali Shares demateriali Shares No.
sed form sed form sed form of
As a As a % As a As a % As a As a % Shar
% of of % of of % of of es
(A+ (A+B+ (A+ (A+B+ (A+B (A+B+
B) C) B) C) ) C)

Governments
Bodies 3 42,167,5 Nil 66.9 66.98 37,549,2 Nil 41.3 41.34 37,549,206 28.94 28.94 Nil Nil
Corporate 52 8 06 4
Financial Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
Institutions/
Banks
Any other Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
(specify)
Sub Total(1) 4 42,167,9 Nil 66.9 66.98 37,549,6 Nil 41.3 41.34 37,549,606 28.94 28.94 Nil Nil
52 8 06 4
(2) Foreign
Individuals Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
(Non-Resident
Individuals/
Foreign
Individuals)
Bodies Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
Corporate
Institutions Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
Any other Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
(specify)
Sub Total(2) Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
Total 4 42,167,9 Nil 66.9 66.98 37,549,6 Nil 41.3 41.34 37,549,606 28.94 28.94 Nil Nil
shareholding 52 8 06 4
of Promoter
and Promoter
Group (1) + (2)
(A)
(B) Public
Shareholding
(1) Institutions
Mutual Funds / Nil Nil Nil Nil Nil Nil Nil Nil Nil
UTI
Financial Nil Nil Nil Nil Nil Nil Nil Nil Nil
Institutions /
Banks
Central Nil Nil Nil Nil Nil Nil Nil Nil Nil
Government /
State
Government(s)
Venture Capital 1 196,000 Nil 0.31 0.31 28,073,0 Nil 30.9 30.91
Funds 16 1
Insurance Nil Nil Nil Nil Nil Nil Nil Nil Nil
Companies
Foreign Nil Nil Nil Nil Nil Nil Nil Nil Nil
Institutional
Investors
Foreign Venture Nil Nil Nil Nil Nil Nil Nil Nil Nil
Capital
Investors
Any other Nil Nil Nil Nil Nil Nil Nil Nil Nil
(specify)
Sub Total 1 196,000 Nil 0.31 0.31 28,073,0 Nil 30.9 30.91
(1) 16 1
(2) Non-
Institutions
Bodies 1 20,593,1 Nil 32.7 32.71 25,211,5 Nil 27.7 27.76
Corporate 92 1 38 6
Individuals
Individual 1 40 Nil 0.00 0.00 40 Nil 0.00 0.00
shareholders
holding nominal
share capital up
to Rs. 1 lakh
Individu Nil Nil Nil Nil Nil Nil Nil Nil Nil
al
sharehol
ders
holding
nominal
share
capital in
excess of
Rs. 1
lakh
Any Others
(Specify)
Non Resident Nil Nil Nil Nil Nil Nil Nil Nil Nil
Indians
Trusts Nil Nil Nil Nil Nil Nil Nil Nil Nil
Clearing Nil Nil Nil Nil Nil Nil Nil Nil Nil
Members
Overseas Nil Nil Nil Nil Nil Nil Nil Nil Nil
Corporate
Bodies
Foreign Nil Nil Nil Nil Nil Nil Nil Nil Nil
Corporate
Bodies
Foreign Nil Nil Nil Nil Nil Nil Nil Nil Nil
Nationals
Sub Total (2) 2 20,593,2 Nil 32.7 32.71 25,211,5 Nil 27.7 27.76
32 1 78 6
Total Public 3 20,789,2 Nil 33.0 33.02 53,284,5 Nil 58.6 58.66 92,213,537 71.06 71.06
shareholding 32 2 94 6
(1) + (2) (B)
Total (A)+(B) 7 62,957,1 Nil 100 100 90,834,2 Nil 100 100 129,763,14 100.0 100.00

33
Category of No. of Pre-Issue (Prior to conversion of OCDs)(1) Pre-Issue (Post-conversion of OCDs and transfer Post-Issue Shares pledged
Shareholders Sharehold of shares by PHPL and KBIL to PML)
(2) or otherwise
er encumbered
Total No. of Total Total No. of Total Total No. No. of Total Numb As a
No. of Equity Shareholding as a No. of Equity Shareholding as a of Shares Equity Shareholding as a er of % of
Shares Shares in % of total No. of Shares Shares in % of total No. of Shares in % of total No. of shares Total
demateriali Shares demateriali Shares demateriali Shares No.
sed form sed form sed form of
As a As a % As a As a % As a As a % Shar
% of of % of of % of of es
(A+ (A+B+ (A+ (A+B+ (A+B (A+B+
B) C) B) C) ) C)

84 00 3(3) 0
(C) Shares Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
held by
Custodians
and against
which
Depository
Receipts have
been issued
Total 7 62,957,1 Nil 100 100 90,834,2 Nil 100 100 129,763,14 100.0 100.00
(3)
(A)+(B)+(C) 84 00 3 0
*
The shareholding of the Promoter Group includes 4,763,748 Equity Shares held by Kalani Holdings Private Limited (a wholly owned
subsidiary of PML) which is a promoter group company in accordance with Regulation 2(zb)(iii)(C) of the SEBI Regulations. None of the
Promoters of the Company hold any shares or have any interest in Kalani Holdings Private Limited (a wholly owned subsidiary of PML).
(1)
Pursuant to a securities subscription and shareholders’ agreement dated November 1, 2006 between the Company, IAF - III, Promoters
and Ashok Ruia Enterprises Private Limited (merged with PML) (“Agreement”), the Company has issued and allotted 7,500,000 optionally
convertible debentures of Rs. 100 each (“OCDs”) to IAF - III which will convert into 27,877,016 Equity Shares at a conversion price to be
determined in accordance with the terms of the Agreement, prior to the filing of the Red Herring Prospectus with the RoC. Of, 27,877,016,
Equity Shares that will be allotted to IAF - III, 11,463,276 Equity Shares aggregating to 8.83% of the post-Issue paid-up capital of the
Company will be held in an escrow account with an escrow agent in accordance with the terms of the Agreement(“Escrow Equity Shares”).
The Escrow Equity Shares shall be released from the escrow account proportionately to the Promoters and IAF - III depending on the value
realised on sale of balance Equity Shares by IAF - III and the return on investment computed as per a prescribed multiple of cost or IRR
structure, whichever is higher, as specified under the Agreement, after the mandatory lock-in period of one year from the date of allotment
of Equity Shares in the Issue. The Promoters and IAF - III will enter into an escrow Agreement with an escrow agent prior to the
conversion of OCDs into Equity Shares and filing of the Red Herring Prospectus with the RoC. The details of the conversion price and the
escrow agreement will be updated in the Red Herring Prospectus prior to filing with the RoC. For further details in relation to the
Agreement, see “History and Certain Corporate Matters - Shareholder Agreements/ Other Key Agreements” on page 110 of this Draft Red
Herring Prospectus.
(2)
PHPL and KBIPL have agreed to transfer 1,488,689 Equity Shares and 3,129,657 Equity Shares, respectively, to PML prior to the filing
of the Red Herring Prospectus with the RoC, in terms of a letter dated June 18, 2010, such that post conversion of the OCDs (prior to filing
of the Red Herring Prospectus with the RoC) held by IAF - III into the Equity Shares of the Company and prior to the Issue, KHPL (a
wholly owned subsidiary of PML) and PML together hold an aggregate of 33% of the pre-Issue equity share capital of the Company. The
details of this transfer will be updated prior to filing the Red Herring Prospectus with the RoC. Additionally, a deed of adherence and
modification to the securities subscription and shareholders agreement was executed on July 9, 2010 pursuant to which PML and KHPL
has agreed to transfer the Promoter Sale Shares (as defined below) back to the Promoters on default of certain obligations as provided
under the said securities subscription and shareholders agreement. For further details, see “History and Certain Corporate Matters -
Shareholder Agreements/ Other Key Agreements”on page 110 of this Draft Red Herring Prospectus.
(3)
This includes 38,928,943 Equity Shares which are proposed to be issued and allotted in the Issue, which constitutes 30% of the post- Issue
paid up capital of the Company. The number of shareholders in the public category after the Issue cannot be ascertained as of the date of
the Draft Red Herring Prospectus.

4. The list of top shareholders of the Company and the number of Equity Shares held by them is as under:

(a) As on the date of this Draft Red Herring Prospectus:

S. Name of the Shareholder No. of Equity Shares held Percentage


No.
1. Manish Kalani 400 0.00
2. B. Rajesh Nair 40 0.00
3. KBIPL 25,405,004 40.35
4. PHPL 11,998,800 19.06
5. PML 20,593,192 32.71
6. KHPL (a wholly owned subsidiary of 4,763,748 7.57
PML)
7. IAF - III 196,000 0.31
Total 62,957,184 100.00

34
(b) As of 10 days prior to the date of this Draft Red Herring Prospectus:

S. Name of the Shareholder No. of Equity Shares held Percentage


No.
1. Manish Kalani 400 0.00
2. B. Rajesh Nair 40 0.00
3. KBIPL 25,405,004 40.35
4. PHPL 11,998,800 19.06
5. PML 20,593,192 32.71
6. KHPL (a wholly owned subsidiary of 4,763,748 7.57
PML)
7. IAF - III 196,000 0.31
Total 62,957,184 100.00

(c) As of two years prior to the date of this Draft Red Herring Prospectus:

S. Name of the Shareholder No. of Equity Shares held Percentage


No.
1. Manish Kalani 100 0.00
2. KBIPL 6,351,261 40.35
3. PHPL 2,999,700 19.06
4. PML 5,148,298 32.71
5. KHPL (a wholly owned subsidiary of 1,190,937 7.57
PML)
6. IAF - III 49,000 0.31
Total 15,739,296 100.00

5. The Company, the Directors or the BRLMs have not entered into any buy-back arrangements for the
purchase of Equity Shares from any person.

6. Except as stated in section “Management - Shareholding of Directors” on page 119 of this Draft Red
Herring Prospectus, none of the Directors or key management personnel hold any Equity Shares in the
Company. None of the directors of the Promoters hold any Equity Shares in the Company, except for B.
Rajesh Nair who holds 40 Equity Shares in the Company.

7. Pursuant to a securities subscription and shareholders‟ agreement dated November 1, 2006 between the
Company, IAF - III, Promoters and Ashok Ruia Enterprises Private Limited (merged with PML)
(“Agreement”), the Company has issued and allotted 7,500,000 optionally convertible debentures of Rs.
100 each (“OCDs”) to IAF - III which will convert into 27,877,016 Equity Shares at a conversion price to
be determined in accordance with the terms of the Agreement, prior to the filing of the Red Herring
Prospectus with the RoC. Of, 27,877,016, Equity Shares that will be allotted to IAF - III, 11,463,276 Equity
Shares aggregating to 8.83% of the post-Issue paid-up capital of the Company will be held in an escrow
account with an escrow agent in accordance with the terms of the Agreement (“Escrow Equity Shares”).
The Escrow Equity Shares shall be released from the escrow account proportionately to the Promoters and
IAF - III depending on the value realised on sale of balance Equity Shares by IAF - III and the return on
investment computed as per a prescribed multiple of cost or IRR structure, whichever is higher, as specified
under the Agreement, after the mandatory lock-in period of one year from the date of allotment of Equity
Shares in the Issue. The Promoters and IAF - III will enter into an escrow Agreement with an escrow agent
prior to the conversion of OCDs into Equity Shares and filing of the Red Herring Prospectus with the RoC.
The details of the conversion price and the escrow agreement will be updated in the Red Herring
Prospectus prior to filing with the RoC. For further details in relation to the Agreement, see “History and
Certain Corporate Matters - Shareholder Agreements/ Other Key Agreements” on page 110 of this Draft
Red Herring Prospectus. Except as mentioned above, there are no outstanding convertible securities or any
other rights which would entitle any person any option to acquire the Equity Shares after the Issue.

35
8. PHPL and KBIPL have agreed to transfer 1,488,689 Equity Shares and 3,129,657 Equity Shares,
respectively, to PML prior to the filing of the Red Herring Prospectus with the RoC, in terms of a letter
dated June 18, 2010, such that post conversion of the OCDs (prior to filing of the Red Herring Prospectus
with the RoC) held by IAF - III into the Equity Shares of the Company and prior to the Issue, KHPL (a
wholly owned subsidiary of PML) and PML together hold an aggregate of 33% of the pre-Issue equity
share capital of the Company. The details of this transfer will be updated prior to filing the Red Herring
Prospectus with the RoC. Additionally, a deed of adherence and modification to the securities subscription
and shareholders agreement was executed on July 9, 2010 pursuant to which PML and KHPL has agreed to
transfer the Promoter Sale Shares (as defined below) back to the Promoters on default of certain obligations
as provided under the said securities subscription and shareholders agreement. For further details, see
“History and Certain Corporate Matters - Shareholder Agreements/ Other Key Agreements”on page 110 of
this Draft Red Herring Prospectus.

9. Subject to the conversion of 7,500,000 OCDs held by IAF - III into 27,877,016 Equity Shares prior to filing
of the Red Herring Prospectus with the RoC, there will be no further issue of Equity Shares, whether by
way of issue of bonus shares, preferential allotment, rights issue or in any other manner during the period
commencing from submission of this Draft Red Herring Prospectus with SEBI until the Equity Shares have
been listed.

10. An oversubscription to the extent of 10% of the Issue can be retained for the purposes of rounding off to
the nearer multiple of minimum allotment lot.

11. The Promoters, Promoter Group, the directors of the Promoters, the Directors and their immediate relatives
have not purchased or sold any Equity Shares within six months preceding the date of filing this Draft Red
Herring Prospectus with SEBI, except for B. Rajesh Nair who purchased 10 Equity Shares from KBIPL on
January 21, 2010 at Rs. 10 per Equity Share.

12. None of the Promoters, Promoter Group and Group Companies will participate in the Issue.

13. Neither the BRLMs nor their Associates hold any Equity Shares in the Company.

14. There shall be only one denomination of Equity Shares, unless otherwise permitted by law. We shall
comply with such disclosure and accounting norms as may be specified by SEBI from time to time.

15. The Equity Shares will be fully paid up at the time of Allotment failing which no Allotment shall be made.

16. As of the date of filing of this Draft Red Herring Prospectus, the total number of holders of Equity Shares is
seven.

17. No person connected with the Issue shall offer any incentive, direct or indirect, in any manner, whether in
cash, kind, services or otherwise, to any Bidder.

18. The Company has not issued any Equity Shares under any employee stock option scheme or employee
stock purchase scheme.

19. At least 50% of the Issue shall be allocated to QIBs on a proportionate basis. 5% of the QIB Portion
(excluding Anchor Investor Portion) shall be available for allocation to Mutual Funds only and the
remaining QIB Portion shall be available for allocation to the QIB Bidders including Mutual Funds subject
to valid Bids being received at or above the Issue Price. Further, not less than 15% of the Issue will be
available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the
Issue will be available for allocation to Retail Individual Bidders, subject to valid Bids being received from
them at or above the Issue Price. Under-subscription, if any, in the Non-Institutional and Retail Individual
categories would be allowed to be met with spill over from any other category at the discretion of the
Company in consulation with the BRLMs and the Designated Stock Exchange.

36
20. Under-subscription, if any, in any category, except the QIB Portion, would be allowed to be met with spill-
over from any other category or combination of categories at the discretion of the Company in consultation
with the BRLMs and the Designated Stock Exchange. For further details, see “Issue Structure” on page 328
of this Draft Red Herring Prospectus.

21. Other than the bonus issue on June 11, 2010, the Company has not issued any Equity Shares during a
period of one year preceding the date of this Draft Red Herring Prospectus at a price lower than the Issue
Price.

22. The Company presently does not intend or propose to alter the capital structure for a period of six months
from the Bid/Issue Opening Date, by way of split or consolidation of the denomination of Equity Shares or
further issue of Equity Shares (including issue of securities convertible into or exchangeable, directly or
indirectly for Equity Shares) whether on a preferential basis or issue of bonus or rights or further public
issue of specified securities or qualified institutions placement or otherwise. Also, if the Company enters
into acquisitions, joint ventures or other arrangements, the Company may, subject to necessary approvals,
consider raising additional capital to fund such activity or use Equity Shares as currency for acquisitions or
participation in such joint ventures.

23. There has been no financing arrangement whereby the Promoter Group, the directors of the Promoter, the
Directors and their respective relatives have financed the purchase by any other person of Equity Shares or
securities of the Company other than in normal course of the business of the financing entity during the
period of six months immediately preceding the date of filing of the Draft Red Herring Prospectus.

37
OBJECTS OF THE ISSUE

The proceeds of the Issue, after deducting the Issue related expenses (the “Net Proceeds”), are estimated to be
approximately Rs. [●] million.

The Net Proceeds are proposed to be utilised by the Company for the following objects:

(a) Construction of certain Ongoing Projects;

(b) Purchase of a portion of unsecured fully convertible debentures issued by TWDPL from IAF - III, IAF - IV
and PML; and

(c) General corporate purposes.

The main objects clause of the Memorandum of Association enables the Company to undertake the existing
activities and the activities for which the funds are being raised through this Issue.

The details of the proceeds of the Issue are summarised in the table below:
(In Rs. Million)
Amount
Gross Proceeds from the Issue [●]
Issue related Expenses [●]
Net Proceeds* [●]
* To be finalised upon determination of the Issue Price

Any expenditure incurred towards the objects mentioned in this section will be recouped from the Net Proceeds of
the Issue.

Utilisation of Net Proceeds

The intended utilisation of the Net Proceeds is summarised in the table below:

(In Rs. million)


Particulars Amount
Construction of certain Ongoing Projects 875.01
Purchase of a portion of unsecured fully convertible debentures issued by 1,250.00
TWDPL from IAF - III, IAF - IV and PML
General corporate purposes(1) [●]
Total Net Proceeds [●]
(1)
The amount to be deployed towards general corporate purposes will be decided after finalisation of Issue Price

Deployment of Net Proceeds of the Issue

The Net Proceeds of the Issue are currently expected to be deployed in accordance with the schedule set forth below:

(In Rs. million)


Project/ Activity Fiscal 2011 Fiscal 2012 Fiscal 2013 Total
Construction of certain Ongoing Projects 875.01 - - 875.01
Purchase of a portion of unsecured fully 1,250.00 - - 1,250.00
convertible debentures of TWDPL from
IAF - III and IAF - IV and PML
General corporate purposes(1) [●] [●] [●] [●]
Total [●] [●] [●] [●]
(1)
The amount to be deployed towards general corporate purposes will be decided after finalisation of the Issue Price

38
Our management, in accordance with the policies set up by our Board, will have flexibility in deploying the Net
Proceeds, as well as the discretion to revise its business plan from time to time and consequently the funding
requirement and deployment of funds may also change. This may include rescheduling the proposed utilisation of
Net Proceeds and increasing or decreasing expenditure for a particular object vis-à-vis the utilisation of Net
Proceeds. In the event of significant variations in the proposed utilisation, approval of our shareholders shall be duly
sought. In case of variations in the actual utilisation of funds earmarked for the purposes set forth above, increased
fund requirements for a particular purpose may be financed by surplus funds, if any, available in respect of the other
purposes for which funds are being raised in this Issue, including the funds available for general corporate purposes.
If such surplus funds are unavailable, the required financing will be met through internal accruals and debt. We
believe that such alternative arrangements would be available to fund any such shortfall. In the event any surplus
funds remain from the Net Proceeds of the Issue after meeting all the aforesaid objectives, such surplus proceeds
will be used for general corporate purposes including for meeting future growth opportunities.

Details of the Objects of the Issue

1. Construction of Certain Ongoing projects

The Company proposes to deploy a portion of the Net Proceeds of the Issue towards construction and
development costs of the following Ongoing Projects:

(a) Treasure Market City, Indore (Phase I) being developed by Indore Treasure Market City Private
Limited;
(b) Treasure Island, Raipur being developed by Raipur Treasure Island Private Limited; and
(c) Treasure Island, Jabalpur being developed by Jabalpur Treasure Island Private Limited.

For further details on the projects mentioned above, see “Business” on page 76 of this Draft Red Herring
Prospectus.

The details of the projects, including the utilisation of the Net Proceeds of the Issue, are as follows:

S. Project Estimated Project Estimated Total Amount Amount Proposed to be Sanctioned


No. Name Gross commencement completion estimated deployed proposed to funded by Debt available
Leaseable/ date date project as at be utilised internal to be drawn
Saleable cost May 31, from the Net accruals (In Rs. down by the
Area* (in (including 2010# Proceeds of million) Company (as at
Sq. ft.) land cost) (In Rs. the Issue May 31, 2010)
(In Rs. million) (In Rs. (In Rs. million)
million)## million)

1. Treasure 970,075 February 2008 June 2011 3,415.00 1,793.55 189.34 446.82 867.29
Market
City, Indore
(Phase I)

2. Treasure 828,343 September 2007 March 2011 2,227.00 1,379.66 507.63 16.37 243.93
Island,
Raipur

3. Treasure 464,889 August 2007 March 2011 1,365.00 849.25 178.04 5.06 290.00
Island,
Jabalpur

Total Costs 7,007.00 4022.46 875.01 468.25 1401.22


*
As per certificate dated May 31, 2010 issued by P.G. Patki Architects and Sanjay Puri Architects.
#
As per certificate dated June 9, 2010 by R.L. Porwal & Co., Chartered Accountants.
##
These are based on management estimates as per the certificate dated June 30, 2010. However, estimated civil construction costs excluding
mechanical, electrical and plumbing costs for each of the projects have also been certified by P.G. Patki Architects and Sanjay Puri Architects
pursuant to their certificates dated May 31, 2010.

39
1. Treasure Market City, Indore (Phase I)

Break up of costs

The details of the break-up of the cost for Treasure Market City, Indore (Phase I) are set forth below:

(In Rs. million)


S. Particulars Total estimated Amount deployed as
No. project cost at May 31, 2010#
1. Land costs 134.52 134.52
2. Civil construction costs including mechanical, 2,916.75 1,429.52
electrical and plumbing costs
3. Pre-operative costs including finance costs, 363.73 229.51
selling, marketing, brokerage, administration and
other miscellaneous costs
Total 3,415.00 1,793.55
#
As per certificate dated June 9, 2010 by R.L. Porwal & Co., Chartered Accountants.

Means of Finance

The details of our means of finance for Treasure Market City, Indore (Phase I) is set forth below:
(In Rs. million)
Particulars Amount
Total cost 3,415.00
(Less) Amounts deployed as of May 31, 2010 # 1,793.55
(Less) Proposed funding through internal accruals 446.82
(Less) Expected funding from Net Proceeds of the Issue 189.34
Balance funds required 985.29
75% firm tie-up required in-terms of Regulation 4(g) of the SEBI Regulations 738.97
Sanctioned debt available to be drawn down by the Company (as at May 31, 2010) 867.29##
#
As per certificate dated June 9, 2010 by R.L. Porwal & Co., Chartered Accountants.
##
UCO Bank and LIC Housing Finance Limited have granted a loan of Rs. 1,250 million pursuant to a joint deed of agreement for
term loan dated February 25, 2010. Further, State Bank of Indore has granted a loan of Rs. 400 million pursuant to a sanction letter
dated March 31, 2010.

Indore Treasure Market City Private Limited has sufficient cash and bank balance to finance the balance
funds required for construction and development of Treasure Market City Indore, (Phase I).

2. Treasure Island, Raipur

Break up of costs

The details of the break-up of the cost for Treasure Island, Raipur are set forth below:
(In Rs. million)
S. Particulars Total estimated Amount deployed as at May
No. project cost 31, 2010#
1. Land costs 170.70 170.70
2. Civil construction costs including 1,669.19 914.03
mechanical, electrical and plumbing costs
3. Pre-operative cost including selling, 387.11 294.93
marketing, brokerage, administration and
other miscellaneous costs
Total 2,227.00 1,379.66
#
As per certificate dated June 9, 2010 by R.L. Porwal & Co., Chartered Accountants.

40
Means of Finance

The details of our means of finance for Treasure Island, Raipur is set forth below:
(In Rs. million)
Particulars Amount
Total cost 2,227.00
(Less) Amounts deployed as of May 31, 2010 # 1,379.66
(Less) Proposed funding through internal accruals 16.37
(Less) Expected funding from Net Proceeds of the Issue 507.63
Balance funds required 323.34
75% firm tie-up required in-terms of Regulation 4(g) of the SEBI Regulations 242.51
Sanctioned debt available to be drawn down by the Company (as at May 31, 2010) 243.93##
#
As per certificate dated June 9, 2010 by R.L. Porwal & Co., Chartered Accountants.
##
Housing and Urban Development Corporation Limited has granted a loan of Rs. 900 million pursuant to a loan agreement dated
March 31, 2007.

Raipur Treasure Island Private Limited has sufficient cash and bank balance to finance the balance funds
required for construction and development of Treasure Island, Raipur.

3. Treasure Island, Jabalpur

Break up of costs

The details of the break-up of the cost for Treasure Island, Jabalpur are set forth below:
(In Rs. million)
S. Particulars Total estimated Amount deployed as at May
No. project cost 31, 2010#
1. Land costs 125.47 125.47
2. Civil construction costs including 1,008.23 563.76
mechanical, electrical and plumbing costs
3. Pre-operative cost including selling, 231.30 160.02
marketing, brokerage, administration and
other miscellaneous costs
Total 1,365.00 849.25
#
As per certificate dated June 9, 2010 by R.L. Porwal & Co., Chartered Accountants.

Means of Finance

The details of our means of finance for Treasure Island, Jabalpur is set forth below:
(In Rs. million)
Particulars Amount
Total cost 1,365.00
(Less) Amounts deployed as of May 31, 2010 # 849.25
(Less) Proposed funding through internal accruals 5.06
(Less) Expected funding from Net Proceeds of the Issue 178.04
Balance funds required 332.65
75% firm tie-up required in-terms of Regulation 4(g) of the SEBI Regulations 249.49
Sanctioned debt available to be drawn down by the Company (as at May 31, 2010) 290.00##
#
As per certificate dated June 9, 2010 by R.L. Porwal & Co., Chartered Accountants.
##
Housing and Urban Development Corporation Limited has granted a loan of Rs. 660 million pursuant to a loan agreement dated
December 14, 2007.

Jabalpur Treasure Island Private Limited has sufficient cash and bank balance to finance the balance funds
required for construction and development of Treasure Island, Jabalpur.

The Company shall be deploying the Net Proceeds in the project specific SPVs implementing the above
mentioned projects in the form of debt or equity.

41
2. Purchase of a portion of unsecured fully convertible debentures issued by TWDPL from IAF - III,
IAF - IV and PML

The Company proposes to utilise a portion of the Net Proceeds of the Issue aggregating to Rs. 750 million
to purchase a portion of unsecured fully convertible debentures (“Convertible Debentures”) of TWDPL, a
subsidiary of the Company, from IAF - III and IAF - IV which are venture capital funds registered with
SEBI and managed by ICICI Venture Funds Management Company Limited or any other holders of the
Convertible Debentures, if the Convertible Debentures are transferred by IAF - III and IAF - IV in
accordance with the a share and debenture subscription agreement dated November 15, 2007
(“Agreement”). IAF - III and IAF - IV subscribed to 149,999,150 Convertible Debentures of face value Rs.
10 each and 10 equity shares of face value Rs. 10 each, at a price of Rs. 850 per equity share aggregating to
Rs. 1,500 million through the Agreement. The Convertible Debentures are convertible into the Equity
Shares of TWDPL inter alia (i) after the the maturity date, which is the date falling on the expiry of four
years and 90 days from the date of issue of the Convertible Debentures or (ii) prior to the initial public
offering of TWDPL in the event that TWDPL proposes to undertake an initial public offering. The
Convertible Debentures will yield a maturity interest at the rate of 5% per annum compounded semi
annually to be paid by TWDPL in cash and the balance amount of 15% per annum may be paid by
TWDPL, totalling to an IRR of 20% per annum, which shall accrue and be converted into Equity Shares of
TWDPL in accordance with the Investor Agreement. Until conversion, TWDPL has an option of paying an
additional coupon over and above the 5% interest to be paid in cash as mentioned above and such
additional amount shall not exceed 8% compounded semi annually. For further details of the share and
debenture subscription agreement, see “Subsidiaries and Joint Venture - Treasure World Developers
Private Limited - Corporate Information” on page 129 of this Draft Red Herring Prospectus.

The Company also proposes to utilise a portion of the Net Proceeds of the Issue aggregating to Rs. 500
million to purchase a portion of Convertible Debentures of TWDPL from PML. PML subscribed to
100,000,000 Convertible Debentures of face value Rs. 10 each aggregating to Rs. 1,000 million through a
share and debenture subscription agreement dated October 10, 2008. The Convertible Debentures are
convertible into the Equity Shares of TWDPL inter alia (i) after the maturity date, which is the date falling
on the expiry of four years and 90 days from the date of issue of the Convertible Debentures or (ii) prior to
the initial public offering of TWDPL in the event that TWDPL proposes to undertake an initial public
offering. For further details of the share and debenture subscription agreement, see “Subsidiaries and Joint
Venture - Treasure World Developers Private Limited - Corporate Information” on page 129 of this Draft
Red Herring Prospectus.

IAF - III, IAF - IV and PML have not converted any Convertible Debentures held by them into equity
shares of TWDPL as on date of this Draft Red Herring Prospectus. The details of the proposed purchase of
a portion of Convertible Debentures of TWDPL by the Company from the Net Proceeds of the Issue are set
forth in the table below:

Investor Date of Amount Invested in Amount Proposed to be utilised


Agreement Convertible by the Company to purchase a
Debentures as at portion of Convertible
March 31, 2010(In Rs. Debentures from the Net
million) Proceeds of the Issue (In Rs.
million)
IAF - III and IAF - IV November 1,500 750
managed by ICICI 15, 2007
Venture Funds
Management Company
Limited
PML October 10, 1,000 500
2008
Total 2,500 1,250

42
3. General Corporate Purposes

The Net Proceeds of the Issue will be first utilised towards the aforesaid items and the balance is proposed
to be utilised for general corporate purposes including but not restricted to strategic initiatives,
partnerships, joint ventures and acquisitions, meeting exigencies, which the Company in the ordinary
course of business may face, or any other purposes as approved by the Board.

Issue Expenses

The estimated Issue related expenses are as follows:


(In Rs. million)
Particulars Amounts* As % of total As a
expenses percentage of
Issue Size
Lead merchant bankers (including, underwriting [●] [●] [●]
commission, brokerage and selling commission)
Registrars to the Issue [●] [●] [●]
Advisors [●] [●] [●]
Bankers to the Issue [●] [●] [●]
Others:
- Printing and stationery [●] [●] [●]
- Listing fees [●] [●] [●]
- Advertising and marketing expenses [●] [●] [●]
- IPO Grading fees [●] [●] [●]
- Others [●] [●] [●]
Total Estimated Issue Expenses [●] [●] [●]
*
Will be incorporated after finalisation of Issue Price

Bridge Financing Facilities

The Company has not raised any bridge loans from any bank or financial institution as on the date of this
Draft Red Herring Prospectus.

Interim use of Net Proceeds of the Issue

The Company, in accordance with the policies formulated by its Board from time to time, will have
flexibility in deploying the Net Proceeds received from the Issue. The particular composition, timing and
schedule of deployment of the Net Proceeds of the Issue will be determined by the Company based on the
development of the projects. Pending utilisation of the Net Proceeds of the Issue for the purposes described
above, the Company intends to temporarily invest the funds in interest bearing liquid instruments including
deposits with banks and investments in money market mutual funds and other financial products and
investment grade interest bearing securities as may be approved by the Board.

Monitoring of Utilisation of Funds

There is no requirement for a monitoring agency as the Issue size is less than Rs. 5,000 million. The Board
shall monitor the utilisation of the proceeds of the Issue. The Company will disclose the utilisation of the
proceeds of the Issue under a separate head along with details, if any in relation to all such proceeds of the
Issue that have not been utilised thereby also indicating investments, if any, of such unutilised proceeds of
the Issue in the balance sheet of the Company for the relevant financial years commencing from Fiscal
2011.

Pursuant to clause 49 of the Listing Agreement, the Company shall, on a quarterly basis, disclose to its
Audit Committee the uses and applications of the proceeds of the Issue. On an annual basis, the Company

43
shall prepare a statement of funds utilised for purposes other than those stated in this Draft Red Herring
Prospectus and place it before the Audit Committee. Such disclosure shall be made only until such time
that all the proceeds of the Issue have been utilised in full. The statement shall be certified by the statutory
auditors of the Company. Furthermore, in accordance with clause 43A of the Listing Agreement, the
Company shall furnish to the Stock Exchanges on a quarterly basis, a statement including material
deviations if any, in the utilisation of the process of the Issue from the objects of the Issue as stated above.
This information will also be published in newspapers simultaneously with the interim or annual financial
results, after placing the same before the Audit Committee.

No part of the Issue proceeds will be paid by the Company as consideration to Promoters, the Directors, the
Company‟s key management personnel or the Group Companies, except in the ordinary course of business.

44
BASIS FOR ISSUE PRICE

The Issue Price of Rs. [●] has been determined by the Company in consultation with the BRLMs, on the basis of
assessment of market demand from the investors for the offered Equity Shares by way of Book Building process.
The face value of the equity shares is Rs 10 and the Issue price is [●] times the face value at the lower end of the
Price Band and [●] times the face value at the higher end of the Price Band. Investors should also refer to “Risk
Factors” and “Financial Statements” on pages xi and 162 of this Draft Red Herring Prospectus. The financial data
presented in this section are based on the Company‟s financial statements, as restated.

QUALITATIVE FACTORS

Ownership and operation of shopping centers resulting in predictable and stable revenues
Consumption driven revenue model combined with stable rentals
Strategic relationships with large retailers
Early mover advantage and track record in fast growing and emerging cities
Quality project execution and professional management capabilities
Experienced and dedicated management

For more details on qualitative factors, refer to “Business” on page 76 of this Draft Red Herring Prospectus.

QUANTITATIVE FACTORS

Information presented in this section is derived from our Unconsolidated and Consolidated Restated Financial
Statements prepared in accordance with Indian GAAP. For more details, refer to “Financial Statements” on page
162 of this Draft Red Herring Prospectus.

Some of the quantitative factors which may form the basis for computing the Issue Price are as follows:

1. EARNING PER SHARE (EPS):

As per our Restated Unconsolidated Summary Statements:

Year ended Basic EPS (in Rs.) Diluted EPS (in Rs.) Weight
March 31, 2010 0.23 0.16 3
March 31, 2009 0.29 0.20 2
March 31, 2008 0.48 0.36 1
Weighted Average 0.29 0.21

As per our Restated Consolidated Summary Statements:

Year ended Basic EPS (in Rs.) Diluted EPS (in Rs.) Weight
March 31, 2010 2.00 1.38 3
March 31, 2009 (2.05) (2.05) 2
March 31, 2008 (0.32) (0.32) 1
Weighted Average 0.26 (0.05)

Note:
a) The Earning per Share has been computed on the basis of the restated profits and losses of the
respective years.
b) EPS calculations have been done in accordance with Accounting Standard 20-“Earning per share”
issued by the Institute of Chartered Accountants of India.
c) The allocation of bonus shares issued pursuant to the board meeting on May 12, 2010 and the
same have been taken into account while computing the EPS.

45
2. PRICE EARNING RATIO (P/E RATIO)

Price/Earning (P/E) ratio in relation to Issue Price of Rs. [●] per share of face value of Rs. 10 each:

a) As per our Restated Unconsolidated Summary Statements for year ended March 31, 2010:

i. For Basic EPS: Rs. [●]


ii. For Diluted EPS: Rs. [●]

b) As per our Restated Consolidated Summary Statements for year ended March 31, 2010:

i. For Basic EPS: Rs. [●]


ii. For Diluted EPS: Rs. [●]

c) Industry P/E* –

a. Highest: 163.0
b. Lowest: 4.7
c. Industry Composite: 31.6

* Source: “Capital Market” magazine Vol. no. XXV/06 dated May 17 - May 30, 2010 (Industry – Construction Sector)

3. RETURN ON NET WORTH:

Return on Net Worth as Per Restated Unconsolidated Financial Statements

Year Ended RONW (%) Weight


March 31, 2010 1.67% 3
March 31, 2009 1.88% 2
March 31, 2008 1.73% 1
Weighted Average 1.75%

Return on Net Worth as Per Restated Consolidated Financial Statements

Year Ended RONW (%) Weight


March 31, 2010 3.55% 3
March 31, 2009 (4.48%) 2
March 31, 2008 (0.91%) 1
Weighted Average 0.13%

4. Minimum return on Increased Net Worth after the Issue required to maintain pre-issue EPS for the
year ended March 31, 2009:

a. Based on Restated Unconsolidated Financial Statements:

i. At the Floor Price - [●]


ii. At the Cap Price - [●]

b. Based on Restated Consolidated Financial Statements:

i. At the Floor Price - [●]


ii. At the Cap Price - [●]

46
5. NET ASSET VALUE PER EQUITY SHARE:

a. As of March 31, 2010 (Consolidated): Rs. 38.97


b. As of March 31, 2010 (Unconsolidated): Rs. 14.05
c. Issue Price [●]*
d. As of March 31, 2010 (Consolidated) after the Issue: Rs. [●]
e. As of March 31, 2010 (Unconsolidated) after the Issue: Rs. [●]

*Issue Price per Equity Share will be determined on conclusion of book building process.

Net Asset Value per Equity Share represents Net Worth, as restated, divided by the number of Equity
Shares outstanding at the end of the period.

6. COMPARISON WITH INDUSTRY PEERS:

S.No Name of the company Face Basic P/E Ratio RoNW NAV (Rs.)
Value (Rs. EPS (Rs.) (%)
per Share)
1 PML 2 4.1 51.2 3.6 105.8
2 Brigade Enterprises 10 4.1 34.5 8.6 91.3
3 Omaxe 10 4.5 - 6.3 74.7
4 Sobha Developers 10 13.9 20.9 10.3 174.2
5 Entertainment World 10 0.23 [●] 1.67 14.05
Developers Limited ##

Source: “Capital Market” magazine Vol. no. XXV/06 dated May 17 - May 30, 2010 (Industry –
Construction Sector- Based on the standalone audited financial statements.)
## Based on the Restated Unconsolidated Financial Statements for the year ended March 31, 2010

Since the Issue is being made through the 100% Book Building Process, the Issue Price will be determined on the
basis of investor demand.

The face value of our Equity Shares is Rs.10 each and the Issue Price is [●] times of the face value of our Equity
Shares.

The Issue Price of Rs. [●] has been determined by us, in consultation with the BRLMs on the basis of the demand
from investors for the Equity Shares through the Book-Building Process and is justified based on the above
quantitative and qualitative factors. For further details, see “Risk Factors” on page xi of this Draft Red Herring
Prospectus and the financials of the Company including important profitability and return ratios, as set out in
“Financial Statements” on page 162 of this Draft Red Herring Prospectus to have a more informed view. The trading
price of the Equity shares of the company could decline due to the factors mentioned in “Risk Factors” and you may
lose all or part of your investments.

47
STATEMENT OF TAX BENEFITS

9 June 2010

Entertainment World Developers Ltd.


G-16, R.R. Hosirey Building,
Shri Laxmi Woolen Mills Estate,
Dr.E.Moses Road,
Mahalaxmi
Mumbai – 400 011

Dear Sir,

Re: Statement of Possible Direct Tax Benefits

We hereby submit that the enclosed annexure states the possible tax benefits available to Entertainment World
Developers Ltd. (“Company”) and its shareholders under the current tax laws in India. Several of these benefits are
dependent on the Company or its shareholders fulfilling the conditions prescribed under the relevant tax laws.
Hence, the ability of the Company or its shareholders to derive the tax benefits is dependent upon fulfilling such
conditions, which based on business imperatives the Company faces in the future, the Company may or may not
choose to fulfill.

The benefits discussed in the attached annexure are not exhaustive. This statement is only intended to provide
general information to the investors and is neither designed nor intended to be a substitute for professional tax
advice. In view of the individual nature of the tax consequences and the changing tax laws, each investor is advised
to consult his or her own tax consultant with respect to the specific tax implications arising out of their participation
in the issue particularly in view of the fact that certain recently enacted legislation may not have a direct legal
precedent or may have a different interpretation on the benefits, which an investor can avail.

We do not express any opinion or provide any assurance whether:

the Company or its shareholders will continue to obtain these benefits in future; or

the conditions prescribed for availing the benefits have been or would be met with.

The contents of this annexure are based on information, explanations and representations obtained from the
Company and on the basis of our understanding of the business activities and operations of the Company.

48
ANNEXURE

STATEMENT OF POSSIBLE DIRECT TAX BENEFITS AVAILABLE TO ENTERTAINMENT WORLD


DEVELOPERS LTD. (“COMPANY”) AND TO ITS SHAREHOLDERS

A. Under the Income Tax Act, 1961 (“the Act”)

I. Special tax benefits available to the company

There are no special tax benefits available under the Act to the Company.

II. General tax benefits available to the company

1. As per section 10(34) of the Act, any income by way of dividends referred to in section 115-O received on
the shares of any Indian company is exempt from tax. However, as per section 94(7) of the Act, losses
arising from sale / transfer of shares, where such shares are purchased within three months prior to the
record date and sold within three months from the record date, will be disallowed to the extent such loss
does not exceed the amount of dividend claimed exempt.

2. As per section 10(35) of the Act, the following income will be exempt in the hands of the Company:

a. Income received in respect of the units of a Mutual Fund specified under clause (23D) of section
10; or

b. Income received in respect of units from the Administrator of the specified undertaking; or

c. Income received in respect of units from the specified company:

However, this exemption does not apply to any income arising from transfer of units of the Administrator
of the specified undertaking or of the specified Company or of a mutual fund, as the case may be.

For this purpose (i) “Administrator” means the Administrator as referred to in section 2(a) of the Unit Trust
of India (Transfer of Undertaking and Repeal) Act, 2002 and (ii) “Specified Company” means a Company
as referred to in section 2(h) of the said Act.

Further, as per section 94(7) of the Act, losses arising from the sale / redemption of units purchased within
three months prior to the record date (for entitlement to receive income) and sold within nine months from
the record date, will be disallowed to the extent such loss does not exceed the amount of income claimed
exempt.

As per section 94(8) of the Act, if an investor purchases units within three months prior to the record date
for entitlement of bonus, is allotted bonus units without any payment on the basis of holding original units
on the record date and such person sells / redeems the original units within nine months of the record date,
then the loss arising from sale/ redemption of the original units will be ignored for the purpose of
computing income chargeable to tax and the amount of loss ignored shall be regarded as the cost of
acquisition of the bonus units.

3. As per section 2(42A) of the Act, shares held in a company or any other security listed in a recognized
stock exchange in India or unit of the Unit Trust of India or a unit of a mutual fund specified under section
10(23D) or a zero coupon bonds will be considered as short term capital asset if the period of holding of
such security is 12 months or less. If the period of holding is more than 12 months, it will be considered as
long term capital assets. In respect of other assets the determinative period of holding is 36 months as
against 12 months mentioned above. Further, gain / loss arising from short term capital asset and long term
capital asset is regarded as short term capital gain and long term capital gain respectively.

49
4. As per section 10(38) of the Act, long term capital gains arising to the company from the transfer of long
term capital asset being an equity share in a company or a unit of an equity oriented fund where such
transaction has been entered into on a recognised stock exchange of India and is chargeable to securities
transaction tax will be exempt in the hands of the Company.

For this purpose, “Equity Oriented Fund” means a fund –

(i) where the investible funds are invested by way of equity shares in domestic companies to the
extent of more than sixty five percent of the total proceeds of such funds; and

(ii) which has been set up under a scheme of a Mutual Fund specified under section 10(23D) of the
Act.

As per section 115JB, while calculating “book profits” the Company will not be able to reduce the long
term capital gains to which the provisions of section 10(38) of the Act apply and will be required to pay
Minimum Alternate Tax @ 18% (plus applicable surcharge and education cess) of the book profits
including long term capital gains to which provisions of section 10(38) applies.

5. Section 14A of the Act restricts claim for deduction of expenses incurred in relation to incomes which do
not form part of the total income under the Act. Thus, any expenditure incurred to earn tax exempt income
is not tax deductible.

6. Under section 54EC of the Act and subject to the conditions and to the extent specified therein, long term
capital gain (in case not covered under section 10(38) of the Act) arising on the transfer of a Long Term
Capital Asset would be exempt from tax if such capital gain is invested within 6 months from the date of
such transfer in a “long term capital asset”. The investment in the long term specified assets is eligible for
such deduction to the extent of Rs.50,00,000 during any financial year. However, if the assessee transfers
or converts the long term specified asset into money within a period of three years from the date of its
acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long-term
capital gains in the year in which the long term specified asset is transferred or converted into money.

A “long term specified asset” means any bond, redeemable after three years and issued on or after the 1 st
day of April 2007:

(i) by the National Highways Authority of India constituted under section 3 of the National Highways
Authority of India Act, 1988; or

(ii) by the Rural Electrification Corporation Limited, a company formed and registered under the
Companies Act, 1956.

7. As per section 111A of the Act, short term capital gains arising to the Company from the sale of equity
share or a unit of an equity oriented fund, where such transaction is chargeable to securities transaction tax,
will be taxable at the rate of 15% (plus applicable surcharge and education cess). As per section 70 read
with section 74 of the Act, short-term capital loss, if any arising during the year can be set-off against short-
term capital gain as well as against the long-term capital gains and shall be allowed to be carried forward
upto eight assessment years immediately succeeding the assessment year for which the loss was first
computed.

8. As per section 112 of the Act, taxable long-term capital gains, on which securities transaction tax is not
paid, on sale of listed securities or units or zero coupon bonds will be charged to tax at the concessional rate
of 20% (plus applicable surcharge and education cess) after considering indexation benefits in accordance
with and subject to the provisions of section 48 of the Act or at 10% (plus applicable surcharge and
education cess) without indexation benefits, at the option of the Company. Under section 48 of the Act, the
long term capital gain arising out of the sale of capital asset will be computed after indexing the cost of
acquisition / improvement. As per section 70 read with section 74 of the Act, long-term capital loss, if any

50
arising during the year can be set-off only against long-term capital gain and shall be allowed to be carried
forward upto eight assessment years immediately succeeding the assessment year for which the loss was
first computed for set off against future long term capital gain.

9. As per the provisions of section 32(2) of the Act, where full effect cannot be given to the depreciation
allowance in any year, the same can be carried forward and claimed in the subsequent years as depreciation
of subsequent years. Further, as per the provisions of section 72 of the Act, unabsorbed business losses
which are not set off in any previous year can be carried forward upto eight assessment years immediately
succeeding the assessment year for which the loss was first computed and set off against the business
profits of the subsequent assessment years. However, the carry forward and set off of business losses is
subject to (i) the provisions of section 79 of the Act dealing with carry forward and set off of losses in case
of companies (not being companies in which public are substantially interested) in which change in
shareholding is more than 49% and (ii) section 80 of the Act dealing with submission of returns for losses.

10. As per section 115JAA(1A) of the Act, credit is allowed in respect of any Minimum Alternate Tax paid
under section 115JB of the Act for any assessment year commencing on or after 1 st day of April 2006. Tax
credit to be allowed shall be the difference between Minimum Alternate Tax paid and the tax computed as
per the normal provisions of the Act for that assessment year. The Minimum Alternate Tax credit shall not
be allowed to be carried forward beyond tenth assessment year immediately succeeding the assessment
year in which tax credit become allowable.

III. General tax benefits available to Resident Shareholders

1. As per section 10(34) of the Act, any income by way of dividends referred to in section 115-O received on
the shares of any Indian company is exempt from tax. However, as per section 94(7) of the Act, losses
arising from sale / transfer of shares, where such shares are purchased within three months prior to the
record date and sold within three months from the record date, will be disallowed to the extent such loss
does not exceed the amount of dividend claimed exempt.

2. As per section 2(42A) of the Act, shares held in a company or any other security listed in a recognized
stock exchange in India or unit of the Unit Trust of India or a unit of a mutual fund specified under section
10(23D) or a zero coupon bonds will be considered as short term capital asset if the period of holding of
such security is 12 months or less. If the period of holding is more than 12 months, it will be considered as
long term capital assets. In respect of other assets the determinative period of holding is 36 months as
against 12 months mentioned above. Further, gain / loss arising from short term capital asset and long term
capital asset is regarded as short term capital gain and long term capital gain respectively.

3. As per section 10(38) of the Act, long term capital gains arising from the transfer of a long term capital
asset being an equity share of the Company, where such transaction has been entered into on a recognised
stock exchange of India and is chargeable to securities transaction tax, will be exempt in the hands of the
shareholder.

4. As per section 111A of the Act, short term capital gains arising from the sale of equity shares of the
Company, where such transaction is chargeable to securities transaction tax, will be taxable at the rate of
15% (plus applicable surcharge and education cess). As per section 70 read with section 74 of the Act,
short-term capital loss, if any arising during the year can be set-off against short-term capital gain as well as
against the long-term capital gains and shall be allowed to be carried forward upto eight assessment years
immediately succeeding the assessment year for which the loss was first computed.

5. Section 14A of the Act restricts claim for deduction of expenses incurred in relation to incomes which do
not form part of the total income under the Act. Thus, any expenditure incurred to earn tax exempt income
is not tax deductible.

6. Under section 54EC of the Act and subject to the conditions and to the extent specified therein, long term
capital gain (in case not covered under section 10(38) of the Act) arising on the transfer of shares of a
Company would be exempt from tax if such capital gain is invested within 6 months from the date of such

51
transfer in a “long term capital asset”. The investment in the long term specified assets is eligible for such
deduction to the extent of Rs.50,00,000 during any financial year. However, if the assessee transfers or
converts the long term specified asset into money within a period of three years from the date of its
acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long-term
capital gains in the year in which the long term specified asset is transferred or converted into money.

A “long term specified asset” means any bond, redeemable after three years and issued on or after the 1 st
day of April 2007:

(i) by the National Highways Authority of India constituted under section 3 of the National Highways
Authority of India Act, 1988; or

(ii) by the Rural Electrification Corporation Limited, a company formed and registered under the
Companies Act, 1956.

7. As per section 54F of the Act, long term capital gains (in cases not covered under section 10(38)) arising on
the transfer of the shares of the Company held by an Individual or Hindu Undivided Family (HUF) will be
exempt from capital gains tax if the net consideration is utilized to purchase or construct a residential
house. The residential house is required to be purchased within a period of one year before or two years
after the date of transfer or to be constructed within three years after the date of transfer. Such benefit will
not be available:

(a) if the Individual or HUF -

owns more than one residential house, other than the new residential house, on the date of
transfer of the shares; or

purchases another residential house within a period of one year after the date of transfer
of the shares; or

constructs another residential house within a period of three years after the date of
transfer of the shares; and

(b) the income from such residential house, other than the one residential house owned on the date of
transfer of the original asset, is chargeable under the head “Income from house property”.

If only a part of the net consideration is so invested, so much of the capital gain as bears to the whole of the
capital gain the same proportion as the cost of the new residential house bears to the net consideration, will
be exempt.

If the new residential house is transferred within a period of three years from the date of purchase or
construction, the amount of capital gains on which tax was not charged earlier, will be deemed to be
income chargeable under the head “Capital Gains” of the year in which the residential house is transferred.

8. As per section 112 of the Act, taxable long-term capital gains, on which securities transaction tax is not
paid, on sale of listed securities will be charged to tax at the rate of 20% (plus applicable surcharge and
education cess) after considering indexation benefits or at 10% (plus applicable surcharge and education
cess) without indexation benefits, whichever is less. Under section 48 of the Act, the long term capital gain
arising out of the sale of capital asset will be computed after indexing the cost of acquisition /
improvement. As per section 70 read with section 74 of the Act, long-term capital loss, if any arising during
the year can be set-off only against long-term capital gain and shall be allowed to be carried forward upto
eight assessment years immediately succeeding the assessment year for which the loss was first computed
for set off against future long term capital gain.

52
9. As per section 36(1)(xv) of the Act, the securities transaction tax paid by the shareholder in respect of
taxable securities transactions entered in the course of the business will be eligible for deduction from the
income chargeable under the head “Profits and Gains of Business or Profession” if income arising from
taxable securities transaction is included in such income.

IV. General tax benefits available to Non-Resident Shareholders (Other than FIIs)

1. As per section 10(34) of the Act, any income by way of dividends referred to in section 115-O received on
the shares of any Indian company is exempt from tax. However, as per section 94(7) of the Act, losses
arising from sale / transfer of shares, where such shares are purchased within three months prior to the
record date and sold within three months from the record date, will be disallowed to the extent such loss
does not exceed the amount of dividend claimed exempt.

2. As per section 10(38) of the Act, long term capital gains arising from the transfer of long term capital asset
being an equity share of the Company, where such transaction has been entered into on a recognised stock
exchange of India and is chargeable to securities transaction tax, will be exempt in the hands of the
shareholder.

3. As per section 111A of the Act, short term capital gains arising from the sale of equity shares of the
Company, where such transaction is chargeable to securities transaction tax, will be taxable at the rate of
15% (plus applicable surcharge and education cess). As per section 70 read with section 74 of the Act,
short-term capital loss, if any arising during the year can be set-off against short-term capital gain as well as
against the long-term capital gains and shall be allowed to be carried forward upto eight assessment years
immediately succeeding the assessment year for which the loss was first computed.

4. Section 14A of the Act restricts claim for deduction of expenses incurred in relation to incomes which do
not form part of the total income under the Act. Thus, any expenditure incurred to earn tax exempt income
is not tax deductible.

5. As per first proviso to section 48 of the Act, in case of a non resident shareholder, the capital gain/loss
arising from transfer of shares of the Company, acquired in convertible foreign exchange, is to be
computed by converting the cost of acquisition, sales consideration and expenditure incurred wholly and
exclusively in connection with such transfer, into the same foreign currency which was initially utilized in
the purchase of shares. Cost Indexation benefit will not be available in such a case. As per section 112 of
the Act, taxable long-term capital gains, on which securities transaction tax is not paid, on sale of shares of
the company will be charged to tax at the rate of 20% (plus applicable surcharge and education cess). The
benefit of proviso to section 112(1) providing for tax rate of 10% on long-term capital gains without
indexation may be available to listed securities. As per section 70 read with section 74 of the Act, long-
term capital loss, if any arising during the year can be set-off only against long-term capital gain and shall
be allowed to be carried forward upto eight assessment years immediately succeeding the assessment year
for which the loss was first computed for set off against future long term capital gain.

6. Under section 54EC of the Act and subject to the conditions and to the extent specified therein, long term
capital gain (in case not covered under section 10(38) of the Act) arising on the transfer of shares of a
Company would be exempt from tax if such capital gain is invested within 6 months from the date of such
transfer in a “long term capital asset”. The investment in the long term specified assets is eligible for such
deduction to the extent of Rs.50,00,000 during any financial year. However, if the assessee transfers or
converts the long term specified asset into money within a period of three years from the date of its
acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long-term
capital gains in the year in which the long term specified asset is transferred or converted into money.

A “long term specified asset” means any bond, redeemable after three years and issued on or after the 1 st
day of April 2007:

(i) by the National Highways Authority of India constituted under section 3 of the National Highways
Authority of India Act, 1988; or

53
(ii) by the Rural Electrification Corporation Limited, a company formed and registered under the
Companies Act, 1956.

7. As per section 54F of the Act, long term capital gains (in cases not covered under section 10(38)) arising on
the transfer of the shares of the Company held by an Individual or Hindu Undivided Family (HUF) will be
exempt from capital gains tax if the net consideration is utilized to purchase or construct a residential
house. The residential house is required to be purchased within a period of one year before or two years
after the date of transfer or to be constructed within three years after the date of transfer. Such benefit will
not be available:

(a) if the Individual or HUF -

owns more than one residential house, other than the new residential house, on the date of
transfer of the shares; or

purchases another residential house within a period of one year after the date of transfer
of the shares; or

constructs another residential house within a period of three years after the date of
transfer of the shares; and

(b) the income from such residential house, other than the one residential house owned on the date of
transfer of the original asset, is chargeable under the head “Income from house property”.

If only a part of the net consideration is so invested, so much of the capital gain as bears to the whole of the
capital gain the same proportion as the cost of the new residential house bears to the net consideration, will
be exempt.

If the new residential house is transferred within a period of three years from the date of purchase or
construction, the amount of capital gains on which tax was not charged earlier, will be deemed to be
income chargeable under the head “Capital Gains” of the year in which the residential house is transferred.

8. As per section 36(1)(xv) of the Act, the securities transaction tax paid by the shareholder in respect of
taxable securities transactions entered in the course of the business will be eligible for deduction from the
income chargeable under the head “Profits and Gains of Business or Profession” if income arising from
taxable securities transaction is included in such income.

9. In respect of non-residents, the tax rates and consequent taxation mentioned above will be further subject to
any benefits available under the Tax Treaty, if any, between India and the country in which the non-
resident is considered resident in terms of such Tax Treaty. As per the provisions of section 90(2) of the
Act, the provisions of the Act would prevail over the provisions of the Tax Treaty to the extent they are
more beneficial to the non-resident.

V. Special tax benefits available to Non-Resident Indians

1. As per section 115C(e) of the Act, the term “non-resident Indians” means an individual, being a citizen of
India or a person of Indian origin who is not a “resident”. A person shall be deemed to be of Indian origin if
he, or either of his parents or any of his grand-parents, was born in undivided India.

2. As per section 115E of the Act, in the case of a shareholder being a non-resident Indian, and subscribing to
the shares of the Company in convertible foreign exchange, in accordance with and subject to the
prescribed conditions, long term capital gains arising on transfer of the shares of the Company (in cases not
covered under section 10(38) of the Act) will be subject to tax at the rate of 10% (plus applicable surcharge
and education cess), without any indexation benefit.

54
3. As per section 115F of the Act and subject to the conditions specified therein, in the case of a shareholder
being a non-resident Indian, gains arising on transfer of a long term capital asset being shares of the
Company will not be chargeable to tax if the entire net consideration received on such transfer is invested
within the prescribed period of six months in any specified asset or savings certificates referred to in
section 10(4B) of the Act. If part of such net consideration is invested within the prescribed period of six
months in any specified asset or savings certificates referred to in section 10(4B) of the Act then this
exemption would be allowable on a proportionate basis. Further, if the specified asset or savings certificates
in which the investment has been made is transferred within a period of three years from the date of
investment, the amount of capital gains tax exempted earlier would become chargeable to tax as long term
capital gains in the year in which such specified asset or savings certificates are transferred.

4. As per section 115G of the Act, Non-Resident Indians are not obliged to file a return of income under
section 139(1) of the Act, if their only source of income is income from specified investments or long term
capital gains earned on transfer of such investments or both, provided tax has been deducted at source from
such income as per the provisions of Chapter XVII-B of the Act.

5. As per section 115H of the Act, where Non-Resident Indian becomes assessable as a resident in India, he
may furnish a declaration in writing to the Assessing Officer, along with his return of income for that year
under section 139 of the Act to the effect that the provisions of Chapter XII-A shall continue to apply to
him in relation to investment income derived from the investment in equity shares of the Company as
mentioned in section 115C(f)(i) of the Act for that year and subsequent assessment years until assets are
converted into money.

6. As per section 115I of the Act, a Non-Resident Indian may elect not to be governed by the provisions of
Chapter XII-A for any assessment year by furnishing a declaration along with his return of income for that
assessment year under section 139 of the Act, that the provisions of Chapter XII-A shall not apply to him
for that assessment year and accordingly his total income for that assessment year will be computed in
accordance with the other provisions of the Act.

7. In respect of non-resident Indian, the tax rates and consequent taxation mentioned above will be further
subject to any benefits available under the Tax Treaty, if any, between India and the country in which the
non-resident is considered resident in terms of such Tax Treaty. As per the provisions of section 90(2) of
the Act, the provisions of the Act would prevail over the provisions of the Tax Treaty to the extent they are
more beneficial to the non-resident.

VI. Benefits available to Foreign Institutional Investors („FIIs‟)

Special tax benefits

1. As per section 115AD of the Act, FIIs will be taxed on the capital gains that are not exempt under the
provision of section 10(38) of the Act, at the following rates:

Nature of income Rate of tax (%)


Long term capital gains 10
Short term capital gains (other than referred to in section 111A) 30
Short term capital gains referred in section 111A 15

The above tax rates have to be increased by the applicable surcharge and education cess.

2. As per section 196D(2) of the Act, no deduction of tax at source will be made in respect of income by way
of capital gain arising from the transfer of securities referred to in section 115AD.

3. In case of long term capital gains, (in cases not covered under section 10(38) of the Act), the tax is levied
on the capital gains computed without considering the cost indexation and without considering foreign
exchange fluctuation.

55
General tax benefits

4. As per section 10(34) of the Act, any income by way of dividends referred to in section 115-O (i.e.
dividends declared, distributed or paid on or after 1 April 2003 by the Company) received on the shares of
the Company is exempt from tax.

5. As per section 10(38) of the Act, long term capital gains arising from the transfer of long term capital asset
being an equity share of the Company, where such transaction is chargeable to securities transaction tax,
will be exempt to tax in the hands of the FIIs.

6. As per section 70 read with section 74 of the Act, short term capital loss, if any, arising during the year can
be set off against short term capital gain and long term capital gain. It also provides that long-term capital
loss, if any arising during the year can be set-off only against long-term capital gain. Both the short term
capital loss and long term capital loss shall be allowed to be carried forward upto eight assessment years
immediately succeeding the assessment year for which the loss was first computed. However the brought
forward long term capital loss can be set off only against future long term capital gains.

7. The tax rates and consequent taxation mentioned above will be further subject to any benefits available
under the Tax Treaty, if any, between India and the country in which the FII is considered as resident in
terms of such Tax Treaty. As per the provisions of section 90(2) of the Act, the provisions of the Act would
prevail over the provisions of the Tax Treaty to the extent they are more beneficial to the FII.

8. Under section 54EC of the Act and subject to the conditions and to the extent specified therein, long term
capital gain (in case not covered under section 10(38) of the Act) arising on the transfer of shares of a
Company would be exempt from tax if such capital gain is invested within 6 months from the date of such
transfer in a “long term capital asset”. The investment in the long term specified assets is eligible for such
deduction to the extent of Rs.50,00,000 during any financial year. However, if the assessee transfers or
converts the long term specified asset into money within a period of three years from the date of its
acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long-term
capital gains in the year in which the long term specified asset is transferred or converted into money.

A “long term specified asset” means any bond, redeemable after three years and issued on or after the 1 st
day of April 2007:

(i) by the National Highways Authority of India constituted under section 3 of the National Highways
Authority of India Act, 1988; or

(ii) by the Rural Electrification Corporation Limited, a company formed and registered under the
Companies Act, 1956.

VII. Special tax benefits available to Mutual Funds

As per section 10(23D) of the Act, any income of Mutual Funds registered under the Securities and
Exchange Board of India Act, 1992 or Regulations made thereunder, Mutual Funds set up by public sector
banks or public financial institutions and Mutual Funds authorised by the Reserve Bank of India will be
exempt from income tax, subject to such conditions as the Central Government may, by notification in the
Official Gazette, specify in this behalf.

B. General benefits available under the Wealth Tax Act, 1957

Asset as defined under section 2(ea) of the Wealth tax Act, 1957 does not include shares in companies and
hence, shares are not liable to wealth tax.

The above Statement of Possible Direct Tax Benefits sets out the provisions of law in a summary manner
only and is not a complete analysis or listing of all potential tax consequences of the purchase, ownership
and disposal of shares.

56
NOTES:

(i) All the above benefits are as per the current tax laws.

(ii) In view of the individual nature of tax consequences, each investor is advised to consult his/her own tax
advisor with respect to specific tax consequences of his/her investments in the shares of the company.

57
SECTION IV: ABOUT THE COMPANY

INDUSTRY OVERVIEW

The information in this section is derived from various government publications and industry sources. Neither us
nor any other person connected with the Issue has verified this information. Industry sources and publications
generally state that the information contained therein has been obtained from sources generally believed to be
reliable, but that their accuracy, completeness and underlying assumptions are not guaranteed and their reliability
cannot be assured and, accordingly, investment decisions should not be based on such information.

We have also relied on reports prepared by Jones Lang Lasalle Meghraj (“JLLM”), entitled Residential
Opportunities in Central India, dated January 10, 2010 and Retail: Off the Beaten Track dated January 10, 2010
(together, the “JLLM Reports”). We commissioned the JLLM Reports for the purposes of confirming our
understanding of the industry in connection with the Issue. Neither we nor any other person connected with the Issue
has verified the information in the JLLM Reports.JLLM has advised that: (i) some information in JLLM database is
derived from estimates or subjective judgments; (ii) the information in the databases of other similar agencies may
differ from the information in JLLM database; (iii) while JLLM has taken reasonable care in the compilation of the
statistical and graphical information and believes it to be accurate and correct, data compilation is subject to
limited audit and validation procedures and may accordingly contain errors; (iv) JLLM, its agents, officers and
employees do not accept liability for any loss suffered in consequence of reliance on such information or in any
other manner; (v) the provision of such information does not obviate any need to make appropriate further
enquiries; and (vi) the provision of such information is not an endorsement of any commercial policies or any
conclusions by JLLM. Prospective investors are advised not to unduly rely on the JLLM Reports when making their
investment decision. The JLLM Reports contain estimates of market conditions based on samples. This information
should not be viewed as a basis for investment and references to the research should not be considered JLLM’s
opinion as to the value of any security or the advisability of investing in us.

Growth in the Indian Economy

India is the world‟s largest democracy by population size and one of the fastest growing economies in the world.
India‟s estimated population was approximately 1.16 billion people as of July 2009. India had an estimated Gross
Domestic Product (“GDP”) on a purchasing power parity basis of approximately US$ 3.3 trillion in 2008, making it
the fifth largest economy in the world after the European Union, United States of America, China and Japan.
(Source: CIA World Factbook) In the past few years, India has experienced rapid economic growth, with GDP
growing at an average growth rate of 8.8% between the fiscal year 2003 to the fiscal year 2007. This high growth
rate was slowed in the fiscal year 2009 with the growth rate of India‟s GDP decelerating to 6.7%, compared to 9.0%
in fiscal 2008, as a result of the global economic downturn. (Source: RBI, Macroeconomic and Monetary
Developments: Third Quarter Review 2009-10)

However, despite the global economic decline in the fiscal year 2008, India is showing positive signs of recovery
following the global economic downturn. Based on the Economic Outlook for fiscal 2010 by the Economic
Advisory Council to the Prime Minister, the Indian Economy may grow by about 7.2% in the fiscal year 2010 and
return to a 9% growth rate in the next two years. The world GDP growth rate for 2010 is estimated at 4.0%
according to the World Economic Outlook, January 2010 published by IMF.

The graph below is a comparison between India‟s expected GDP growth rate during calendar years 2009 and 2010,
as compared to advanced economies, developing economies, China and the world. As shown by the graph, all of the
countries are expected to experience positive growth in the calendar year 2010. This is due to the fact that economic
conditions have improved more than expected, owing mainly to Government intervention. Further, India‟s growth is
expected to outperform advanced and developing economies. Recent data suggests that the rate of decline in
economic activity is moderating, although this is occurring to varying degrees across different regions. Overall,
liquidity has improved and capital market activity has picked up substantially across the world.

58
World Advanced Economies Developing Economies India China

12.0%
10.0%
9.6%
10.0%
8.7%
7.7%
8.0% 7.3%

6.1% 6.0%
5.6%
6.0%
3.9%
4.0% 3.0%
2.1% 2.1%
2.0%
0.5%
0.0%
2008 -0.8% 2009 2010
-2.0%

-4.0% -3.2%

Source: International Monetary Fund, World Economic Outlook Update, January 2010 (Calendar Year Growth Rates)

India‟s recovery from the global economic slowdown (and its own slowdown in credit availability) has been by the
country‟s large domestic savings and corporate retained earnings, which have been used to finance investment.
Similarly, although urban consumption has slowed as a result of a recent decline in the labor market and job losses,
low export dependence, large rural consumption and employment have helped India to sustain consumption. Finally,
fiscal policy, primarily in the form of reduced interest rates and Government intervention, has helped to maintain
private demand, liquidity and short-term rates, thereby reducing the risk of loan losses.

The Real Estate Sector in India

The real estate sector in India comprises the development of residential housing, commercial buildings, hotels,
restaurants, cinemas, retail outlets and the purchase and sale of land and development rights. The real estate and
construction sector play an important role in the overall development of India‟s core infrastructure. It also plays a
significant role in the country's economy. The real estate sector is second only to agriculture in terms of employment
generation and contributes heavily towards the GDP. Almost five per cent of the country's GDP is contributed to by
the housing sector. In the next five years, this contribution to the GDP is expected to rise to 6 per cent. (Source:
India Brand Equity Forum, www.ibef.org)

The real estate sector has evolved in the past 10 years, accompanied by various regulatory reforms. The following
factors have a significant effect on the various segments of the industry:

Economic growth: The International Monetary Fund has projected a positive growth rate for the Indian
economy during calendar years 2009 and 2010. India‟s growth rate is expected to be faster than that of both
the advanced and the developing economies as a whole. Increased ecomonic growth is expected to have
positive effect on the real estate sector. (Source: International Monetary Fund, World Economic Outlook
Update, January 2010)

Demographic profile: The percentage of the Indian population that is made up of the earning population (in
the 20-59 age bracket) is expected to increase. An increase in the earning population usually leads to
increased spending and consumption in the economy which may in turn lead to stronger demand for the
real estate industry.

Growth of mortgage finance and credit take-off: Growth in the real estate sector is directly affected by the
growth of mortgage finance and lending to the real estate sector in the country, both in terms of reach and
affordability. As a large proportion of the investment in real estate sector is funded by bank and financial
institutions, increased credit take-off acts as a stimulus to the sector.

59
Government policies: A number of Reserve Bank of India (“RBI”) initiatives have helped to increase the
real estate sector‟s access to capital. The Government of India in March 2005 amended existing legislation
to allow 100% Foreign Direct Investment (“FDI”) in the real estate sector, subject to certain restrictions. It
is expected that the increased FDI will provide the necessary funding to help meet demand in the
commercial and residential real estate sectors. The following table shows that FDI inflow in the housing
and real estate sector was second only to the services sector during the three most recent fiscal years:

Sector 2007-08 2008-09 2009-10


(Rs. in crore) (Rs. in crore) (Rs. in crore)

Services 26,589 28,411 20,958


(Financial and Non-Financial)
Computer Software and Hardware 5,623 7,329 4,350
Telecommunications 5,103 11,727 12,338
Housing and Real Estate 8,749 12,621 13,586
Construction Activities 6,989 8,792 13,544
(including roads & highways)
Power 3,875 4,382 6,908
Automobiles 2,697 5,212 5,609
Metallurgical Industries 4,686 4,157 1,935
Petroleum and Natural Gas 5,729 1,931 1,328
Chemicals 920 3427 1,707
(other than fertilizers)
(Source: Department of Industrial Policy and Promotion, Fact Sheet On Foreign Direct Investment (FDI),
March 2010)

While the real estate sector in India has historically been unorganized, the sector has, in recent years,
exhibited a trend towards greater organization and transparency, accompanied by various regulatory
reforms. These reforms include:

the support of the Government of India in repealing of the Urban Land (Ceiling and Regulation)
Act (“ULCRA”), most state governments have repealed ULCRA except for West Bengal, Bihar
and Jharkhand;

modifications in the Rent Control Act to provide greater protection to homeowners wishing to rent
out their properties;

the rationalisation of property taxes in a numbers of states; and

the proposed computerisation of land records.

This trend has contributed towards the development of reliable indicators of value and organized
investment in the real estate sector by domestic and international financial institutions and has resulted in
the greater availability of financing for real estate developers and homeowners. The increased investment in
the real estate sector is being driven by: rising demand; heightened consumer expectations that are
influenced by higher disposable incomes; increased globalization and the introduction of new real estate
products and services.

60
Key Segments of Indian Real Estate

Retail Real Estate Infrastructure

Changing Consumption Patterns of Indian Consumers

Historically, the Indian retail sector has been dominated by small independent local retailers, such as traditional
neighborhood grocery stores. However, during the 1990s, organized retail outlets gained increased acceptance due to
an increase in the number of working women, changes in perception of branded products, entry of international
retailers and a growing number of retail malls. India‟s retail boom primarily originated in the Mature cities and has
subsequently expanded to High Growth and Emerging cities (as defined below), with leading retailers and
developers continuing to plan shopping malls and hypermarkets in these locations.

The growth of organized retail segment is expected to be driven by demographic factors, increasing disposable
incomes, the increased purchasing power of the growing middle class and consumerist aspirations, in addition to
macro economic policy decisions, such as allowing FDI in single brand retailing and cash-and-carry formats.
Although real estate development in the retail sector is relatively new in India, both domestic and foreign investors
have invested substantial capital in this sector in recent years.

The size of the Indian retail market was approximately US$ 410 billion in calendar year 2008, out of which modern
retail was approximately US$ 18 billion. Projected retail demand figures show that Indian retail market is expected
to be approximately US$ 535 billion by 2013. Out of this, modern retail would constitute US$ 73 billion, which
would result in a Compounded Annual Growth Return (“CAGR”) of over 30%. Investment up to US$ 30 billion is
anticipated over next five years in the modern retail sector. Over 20,000 new retail outlets are expected to open in
next two years. (Source: Technopak Report: India Growth Story: Pyramid To Diamond – Rise Of Consuming Class,
March 2009)

Organised retail Growth Rate


US$ Bn
80 35%
70 30%
60
25%
50
20%
40
15%
30
10%
20
10 5%

0 0%
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

(Source: Technopak Report: India Growth Story: Evolving Consumer & Retail, December 2009)

61
2500
US$ Bn 2135

2000 Modern Retail Retail GDP


1487
1500
1161

1000 783 755


535
410
500 280
170
8 18 73
0
2003 2008 2013(P) 2018(P)

(Source: Technopak Report: India Growth Story: Pyramid To Diamond – Rise Of Consuming Class, March 2009)

Following chart shows growth in the Indian retail sector in terms of number of stores, experienced in last five years
and expected in next two years, by some of the leading retail brands in India:

3000 2003 2008 2010(P)


2500
2500
2000
2000

1500 1214
1000 1000 1000 1000
1000 700 693
489
500 300 115
200 105 194
1097 65 24
0
Big Bazaar Tanishq Reebok Koutons The Mobile Reliance Café
Store Fresh Coffee Day

(Source: Technopak Report: India Growth Story: Pyramid To Diamond – Rise Of Consuming Class, March 2009)

Historically, the Indian consumer was focused more on basic items such as food and grocery. Research conducted
by Technopak estimates that the consumption pattern and spending habits of the Indian consumers are undergoing a
fundamental change as they shift their focus from basic to discretionary spending. From the period 2003 to 2013,
discretionary spending is expected to grow from 27% to 32%, whereas food and grocery spending is expected to
reduce from 40% to 32%.

Indian Retail Sector Overview

Organized retail is being driven throughout India by resilient consumers who are typically young, urbanized and
brand-conscious shoppers with changing preferences towards consumerism and the means to pursue it. This growth
in organized retail has been aided by the increased number of shopping malls built over the last three years, an
increasing number of which are located in the nation‟s smaller, underserved markets. (Source: Technopak Report:
India Growth Story: Pyramid To Diamond – Rise of Consuming Class, March 2009)

The penetration of organized retail is increasing and a large number of retailers are increasing their presence in
anticipation of growth opportunities. Organized retailers are planning to spread all over the country. In addition,
major global retailers are also establishing a presence in India to benefit from retail sector.

62
Purchasing Power and Affluence of India’s Emerging Cities:

Two indicators are used to quantify the purchasing power and affluence levels of the markets represented by the
High Growth and Emerging cities:

Market Potential Value (“MPV”): Represents the aggregate purchasing power of a city

Market Intensity Index (“MII”): Represents the quality and affluence of consumers and markets.

The graphical analysis of 20 emerging cities by Jones Lang Lasalle Meghraj illustrates that while all cities score well
below the maximum MPV index value of 1000 for Greater Mumbai, the cities of Surat, Nagpur, Jaipur, Vadodara,
Coimbatore and Indore emerge from the group in terms of purchasing power. Over half of the 20 cities scored above
the all-India MII average of 100 with Goa, Mohali, Ludhiana, Vadodara, Coimbatore, Kochi and Nagpur showing
the highest levels of affluence within the group.

(Source: Jones Lang Lasalle Meghraj Report - “Retail: Off the beaten track”, January 2010).

63
Hospitality

The Indian hospitality industry has emerged as one of the key industries driving the growth of the services sector
and, thereby, the Indian economy. The hospitality sector has shown substantial growth over the last decade, growing
from 7.9% in the fiscal year 2001-02 to 11.5% in the fiscal year 2007-08, consistently exceeding India‟s GDP
growth rate every year.

Over the last three years, the sector has witnessed a substantial phase in performance, which has continued in the
first half of the fiscal year 2009. One of the key reasons for the increase in demand for hotel rooms in the country
has been the significant growth in the overall economy and substantial growth in sectors including information
technology, telecom, banking and finance, insurance, construction, retail and real estate. However, the global
economic downturn adversely affected the performance of the industry in the latter part of the fiscal year 2009.

The growth of the Indian hospitality sector can be attributed to factors that can be classified into three broad
categories: regulatory growth drivers, external growth drivers and internal growth drivers

Regulatory Growth Drivers

The Department of Tourism, Government of India has initiated a number of steps to ensure full utilization of the
potential which tourism holds for India‟s economy. Current regulations by the Government of India allow 100% FDI
in the Hospitality Sector through the automatic route. This has increased the amount of capital available for
investment into the sector.

Specific incentives given to the hospitality industry at the central and the state level include:

Incentives at Central Level:

Elimination of customs duty for import of raw materials, equipment and liquor among others;
Capital subsidy program for budget hotels fringe benefit tax exempted on crèche, employee sports and
guest house facilities; and
Five year income tax holiday granted to two to four star hotels established in specified districts which have
been declared UNESCO-declared 'World Heritage Sites'

Incentives at State Level:

Exemptions on luxury tax and sales tax for five to seven years for new projects;
Small capital subsidy for the development of budget hotels;
Below market rate allotment of land controlled by States for development projects;
Five year income tax holiday for two to four star hotels and convention centers (minimum 3,000 people) in
National Capital Region (“NCR”); and
In order to increase the built-up area of Delhi, zonal auction rate has been reduced by the Government of
India.

64
External Growth Drivers

1. Rising GDP

Overall India‟s economy has experienced a positive rate of growth with a growth rate of 9.6% and 9% in
the fiscal year 2007 and the fiscal year 2008 respectively. Despite slowdown, the GDP growth for the fiscal
year 2009 is projected at 7.1%. An increase in GDP may act as a stimulant to growth in the hospitality
sector.

GDP
2,500 2,135
2,000
1,487
US$ Bn

1,500 1,050
1,000 783

500
-
2003 2008 2013 2018
(Source: Technopak Report: Indian Hospitality Industry Outlook, February 2009)

2. FDI Inflow

Of the total FDI inflow between the fiscal years 2000 and 2008, the hospitality sector contributed 1.56% of
the total inflow, amounting to US$ 1.07 billion. The hospitality sector requires more than US$ 10 billion
investment in the next two to three years for which the government is relying on FDI. (Source: Technopak
Report: Indian Hospitality Industry Outlook, February 2009)

3. Changing Consumer Dynamics and Ease of Access to Finance

Nominal per capita income growth averaged at approximately 7.3%, which was higher than the average
inflation rate of 5.1% during fiscal years 2004 to 2008. India has also experienced significant growth in the
credit card market. The credit card base in 2008 was estimated to be 25 million and this is expected to grow
at 20 to 25% per annum. Driving this growth is the increased use of credit cards for the purpose of
purchasing due to attractive and consumer friendly schemes being offered by various banks. 35% of those
who use credit cards use it for travel, hotel and dining.

4. Increasing Domestic and International Tourist Arrivals

There has been an increase in the number of tourists, both domestic as well as international.

From 310 million domestic visits in 2003, the number rose to 529 million in 2007, a CAGR of 14%. The
Ministry of Tourism‟s vision is to achieve 760 million domestic visits by the year 2011, with an annual
average growth rate of 12%.

Foreign tourist arrivals (“FTAs”) increased by 5.7% during 2008 and reached 5.37 million compared to
5.08 million during 2007. Foreign exchange earnings increased by 8%, to US$ 11.5 billion in 2008 from
US$ 10.70 billion in 2007. The Ministry of Tourism aims to achieve a figure of US$ 11 billion by 2011.
(Source: Technopak Report: Indian Hospitality Industry Outlook, February 2009)

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(Source: Technopak Report: Indian Hospitality Industry Outlook, February 2009)

Internal Growth Drivers

1. Demand Supply Imbalance

Statistics on the demand and supply for hotel rooms indicate that India currently has around 114,200 hotel
rooms spread across various hotel categories and is facing a shortfall of approximately 156,000 rooms. The
effect of this demand and supply gap is felt through increased room tariffs.

Current Supply Gap in the number of rooms

(Source: Technopak Report: Indian Hospitality Industry Outlook, February 2009)

2. New Entrants in the Sector

The Government of India until December 2007 has approved the construction of 85,000 hotel rooms
resulting in the emergence of different entrants in the industry ranging from real estate companies, private
equity firms, and IT companies. (Source: Technopak Report: Indian Hospitality Industry Outlook,
February 2009)

Residential Development

The residential segment consists of the development of apartments, houses and plotted developments in urban and
rural areas. Pan-India residential demand is estimated to be more than 7.5 million units by 2013 across all categories,
including luxury, mid-market and low income housing. Historically, cities have been a driving force in the economic
and social development of a nation. At present approximately 307 million Indians live in nearly 3,700 towns and
cities spread across the country. This represents 30.5% of its population, in contrast to only 15% (60 million) who
lived in urban areas in 1947 when the country achieved independence. Over the past 50 years, the population of
India has grown two and half times, while urban India has grown by nearly five times.

Today there are nearly two dozen cities in India with a population exceeding one million in addition to the county‟s
top eight metros, collectively making up nearly one third of the country‟s entire urban population. Most of the cities
are either state capitals or centres of large economic activity for their respective states. These non-metro cities, over
the last decade, have created their foot prints on India‟s real estate maps. These cities represent a large market which

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is underserved by real estate developers from the organized residential sector. (Source: Jones Lang Lasalle Meghraj
Report: Residential Opportunities in Central India, January 2010)

The chart set forth below shows the “Residential Affordability Index” of some of India‟s fast growing and emerging
cities:

(Source: Jones Lang Lasalle Meghraj Report: Residential Opportunities in Central India, January 2010)

The demand-supply scenario in India‟s residential real estate sector is dependant on a number of factors, some of
which are described below:

Rapid urbanization: Historically, India has witnessed increasing urbanization, with the urban population increasing
from 18% of total population in 1961 to approximately 28% of total population by 2001. (Source: India Census)
This trend has given rise to increased need for quality housing within urban areas.

Rising disposable income and a trend towards ownership: The high economic growth rate that India has
experienced in recent years has led to an increase in disposable income and greater consumption. This, in turn, has
led to enhanced aspirations and a desire to own homes.

Growing middle class and favorable demographics: Increased demand for housing from the middle income segment
is expected to be a key feature in the growth of the Indian real estate industry. India‟s growing population in the
earning age bracket, along with an increase in disposable income in this bracket, is recognized as a key driver of
growth in housing demand.

Nuclear families: Indian families are gradually moving away from the concept of joint families to nuclear-single
household families, which has resulted in increased demand for housing in the country.

Fiscal incentives: Income tax incentives on housing loans are another contributing factor in supporting the growth of
residential housing property. Fiscal incentives are provided to the borrowers of housing loans in the form of
exemptions and rebates on interest and principal repayments. These have a significant effect on housing budgets and
support spending on housing facilities.

Housing finance: The level of penetration of housing finance as a financial product is directly related to the
affordability of the product to end consumers. Increased access and the growth of the secondary market will result in
reduced cost and also support the residential real estate sector.

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Classification of Indian Cities based on Growth

Classification Characteristics Cities


Mature Strongest socio-economic fundamentals Delhi, NCR and Mumbai
Highest number of domestic and international brands
present
Highest number of operational and planned shopping
malls
Transitional High economic growth rates, large middle class and Ahmedabad, Bangalore, Chennai,
above average income Hyderabad, Kolkata, Pune
Developers are increasingly active with new
shopping mall projects
Most national brands are already present;
international brands have arrived or are planning to
make an entry
High Growth On the radar of retailers who are attracted by high Indore, Jaipur, Kochi, Ludhiana,
incomes and strong brand awareness Mohali, Surat, Vadodara
Substantial level of shopping malls planned or under
development
Widely considered “the next retail destination”
Emerging Are part of the expansion plans of hypermarkets and Coimbatore, Goa, Nagpur, Raipur,
department stores Trivandrum, Udaipur
Consumers have growing incomes and rising
aspirations
Scarcity of brands and growing corporate activity are
leading to increased demand for organized retail
Nascent Organized retail is currently very limited though Bhilai, Bhopal, Guwahati, Jabalpur,
department stores and hypermarkets may exist Nanded, Ujjain, Vijayawada
On the “watch list” of pioneering retailers and
developers who are seeking to benefit from a “first
mover advantage”
Although development of organized retail sector is
slow, this can change quickly as local economies
react to new corporate arrivals
(Source: Jones Lang Lasalle Meghraj Report: Retail: Off the Beaten Track, January 2010)

Emerging Destinations and Tier III Cities

Indore

Indore, the commercial capital of Madhya Pradesh, is the centre of business and trading activities in Central India.
While the city is also known for its textile industry, Indore is undergoing fast-paced infrastructure development to
match the future demand from other industrial sectors. State and local governments are undertaking several
initiatives to promote Indore as a premier destination for investment. As a historic city, Indore has a distinct core
(old city) with newer developments spread spatially around in a concentric manner. Residential, retail and
institutional areas dominate the city’s core.

Indore
Population ('000s, 2008) Income / Capita (US$, 2008)
2,071 938
Prime Locations Secondary Locations
Capital Values (US$/sq ft) Capital Values (US$/sq ft)
54-86 36-54

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Locales Locales
M G Road, Parts of A B Road, Parts of A B Road, Vijay Nagar, Sanket Nagar, Shringar Colony, Kanchan
Bypass, MR 10, New Palasia Baug, Ratlam Kothi, Gulmohur & Green Park Colony
(Source: Jones Lang Lasalle Meghraj Report: Residential Opportunities in Central India, January 2010)

Retail Market Dynamics:

In the old city of Indore, wholesale markets are prevalent and traditional high streets dominate the retail landscape.
Presently, a significant amount of retail activity is occurring in the central and eastern parts of the city close to the
high-end residential locations of Palasia, Race Course, Saket, Gulmohar and the upcoming locations of Vijay Nagar,
MR 10 and Indore Bypass.

A number of affluent entrepreneurs who reside in Indore are driving the demand for local brands along with national
and international retailers. Older, unorganised high street markets are slowly giving way to organised retail with the
arrival of new malls and shopping centres in the city. Approximately 1.7 million sq ft of retail space currently exists
in Indore with another 2.5 million sq ft expected in the next few years as 3 to 4 mall projects have been announced.
(Source: Jones Lang Lasalle Meghraj Report: Retail: Off the Beaten Track, January 2010)

Residential Market Dynamics:

Residential real estate development in Indore is active predominantly along the transport corridors of National
Highway No. 3 (Mumbai - Agra) and National Highway No. 59 (Indore - Ahmedabad). Established residential areas
in the city are the Old City (Juni Indore), M.G. Road, A.B. Road, Vijay Nagar, Sanket Nagar, New Palasia, Shringar
Colony, Kanchan Baug, Ratlam Kothi, Gulmohur & Green Park Colony. The emerging residential areas within the
city are Ring Road - Mahalakshmi Nagar, Bypass and MR 10. Many national level developers are developing
residential townships that include social infrastructure such as schools, small hospitals, club houses, recreation
spaces, retail space areas and multiplexes. Most of the proposed township projects are situated along the Bypass,
A.B. Road and MR - 10. (Source: Jones Lang Lasalle Meghraj Report: Residential Opportunities in Central India,
January 2010)

Mohali

Mohali is a city adjacent to Chandigarh, in the state of Punjab. The city has a high average literacy rate of 83%. The
economy of Mohali is characterized by the presence of a number of state-local companies including Punjab Tractor
Limited, ICI Paints and the Godrej Group. Recently, technology leaders such as Infosys, Dell, Quark, Philips and
SCL have established their development centres in Mohali. Denver based Quark has created Quark City, a US$ 500
million, 46-acre business park in Mohali, complete with a residential complex and facilities for shopping,
entertainment, medical, and education. It is expected to generate 25,000 direct and 100,000 indirect jobs.

Retail Market Dynamics:

Mohali may be regarded as a planned extension of the city of Chandigarh. Residents of this town are required to
travel to Chandigarh to shop due to a shortage of quality local retail destinations. The main markets of Mohali have
been developed as sector markets as the cities of Chandigarh and Mohali are collectively divided into 74 sectors.
Many of Mohali‟s sector markets are located on a straight road from Sector 58 to 65. Most of the ground floor space
in this retail corridor has been occupied by local merchants including restaurants, grocery shops, departmental
stores, jewellers, white good showrooms and banks. The Punjab Urban planning and Development Authority
(“PUDA”) is developing Sector 70 as a local market to entice Mohali residents to shop locally.

Underlying factors including a large segment of the population with higher socio-economic profiles seeking
residential options in the region, proximity to Chandigarh and initiatives taken by the Government of Punjab to
promote industrial and IT / ITES development are likely to have a positive effect on Mohali‟s retail development.
Shalimar Mall and Mall Matrix, with a combined area of 300,000 sq. ft. were the first malls proposed in Mohali. Six
additional malls, are in various stages of construction. These projects, along with others that have been planned,
could add an additional 5.5 million sq. ft. of new retail space.

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Udaipur

Udaipur with its several lakes and picturesque setting is a major tourist destination for both domestic and
international tourists. The city is also a center for performing arts, crafts and its famed miniature paintings. The
city‟s primary commercial occupations are tourism and mining. Secondary and tertiary activities are increasing in
the northeast of the city. Amberi, Sukher, Sobhagpura, Raghunathpura and Bhuwana located in the north / northeast
of Udaipur have small scale industries and mining pits. The Dabok, Gudli and Gadwa areas are in the developed
Mewar industrial area. Other small-scale industries have also come up along the corridor towards Chittorgarh. Major
development activities have increased near the rivers, lakes and highways of Udaipur. Udaipur is developing
outward along National Highway No. 8 to Ahmedabad and National Highway No. 76 to Chittorgarh.

Udaipur
Population ('000s, 2008) Income / Capita (US$, 2008)
550 1,583
Prime Locations Secondary Locations
Capital Values (US$/sq ft) Capital Values (US$/sq ft)
54-64 36-54
Locales Locales

Madhuban, Ashoknagar, Sukhadia Circle, Fatehpura, Navratan Complex, Savina, Pratapnagar, Parts of
Panchvati, Bhupalpura, Parts of HiranMagri HiranMagri, Shobhagpura, Badgaon, Bhuvana
(Source: Jones Lang Lasalle Meghraj Report: Residential Opportunities in Central India, January 2010)

Retail Market Dynamics:

The lake city of Udaipur is a popular tourist destination in India. Historically, retail markets in Udaipur have been an
integral part of the city. As Udaipur grew beyond the banks of its lakes, major transportation arteries developed into
retail corridors. Retail high streets continue to be a fixture along Bapu Bazaar, Chetak Circle, Suraj Pole, Ashwini
Bazaar, Nehru Bazaar, Bada Bazaar, Shastri Circle, Delhi Gate, Sindhi Bazaar, Town Hall and Chand Pole. These
are complimented by specialized high streets at Ghantaghar Market (jewellery), Malda Estate (apparel) and Hathi
Pole (antiques).

Organized retail is widespread throughout Udaipur with Durga Nursery Road, Shakti Nagar and Sudkhadia Circle
possessing the largest concentration of new entrants. The 372,000 sq. ft. Celebration Mall, a joint venture between
Singapore based CapitaLand and Delhi based Advance India Projects, is under construction at Bhuwana along
National Highway No. 8 and is expected to become operational shortly after Rkay Mall Shopping Complex, a
100,000 sq. ft. project being developed at Panchawati becomes operational. A wide selection of international and
domestic brands are present in Udaipur across various categories of retail including Nokia, Adidas, John Players,
Levi Strauss and Pizza Hut. Domestic supermarkets such as Big Bazaar and Reliance Fresh have also established
themselves in prominent locations in Udaipur. Movie theatres, both new (Fun Cinemas) and reconstructed (Paras
Cinema) are also well present in the city.

Residential Market Dynamics:

The major typology of residential development in Udaipur has been low-rise bungalow type developments. High
land prices and less space availability have led to the development of apartments in some new developments. Also
as a result of the difficult topography of the city, limited area is available for horizontal expansion and hence the
trend of apartment houses and flats is developing in the city. The upscale residential areas of Udaipur are Madhuban,
parts of HiranMangri, Sukhadia Circle, Fatehpura, Bhupalpura, Polo Ground, and Navratan Complex, Sectors 3, 4, 5
and 11 among others.

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Raipur

The general real estate trend in Raipur has shown upward trend in large scale construction and development
activities in the last three to four years. This may be attributed to the creation of Chhattisgarh as a separate state and
Raipur as its capital in the year 2001, which led to the city becoming an administrative center, in addition to trade
and business. This has led to increased migration of population in the state.

Naya Raipur is located between two national highways NH6 and NH43. The city is spread over an area of 8,000
hectares. It will be the fourth planned city in India after Gandhinagar, Chandigarh and Bhubaneshwar. The main
activity of the Naya Raipur city will be to administer the affairs of the state of Chhattisgarh. However, other
economic activities like software technology parks, gems and jewellery, business offices, health education and
research services and other regional recreational activities have also been proposed for the city.

Raipur
Population ('000s, 2008) Income / Capita (US$, 2008)
1,166 1,583
Prime Locations Secondary Locations
Capital Values (US$/sq ft) Capital Values (US$/sq ft)
39-51 32-43
Locales Locales
Sadar Bazaar , Malviya Road, Areas of Tatyapara, Civil
Lines, Fafdi, Shankar Nagar, Anupam Nagar, Shanti
Nagar VIP colony, Khamadi, Mova, Avanti Vihar
(Source: Jones Lang Lasalle Meghraj Report: Residential Opportunities in Central India, January 2010)

Retail Market Dynamics:

Raipur, a major trading and business hub for the entire Chhattisgarh region, has a large number of specialized
markets for various commodities. A majority of these traditional markets are located in the centre of the city with
new retail areas emerging along the Grand Eastern Road (National Highway No. 6). The stretch on National
Highway No. 6 between Tati Bandh to Teli Bandha has emerged as the most active retail destination in the recent
years. Sharda Chowk and Jaistambh Chowk are well established markets in the city centre.

A few small, unorganised shopping centres have been completed over the past few years, with Raipur getting its first
shopping mall, City Mall 36, last year. Three additional shopping malls are in advanced stages of development, two
of which, Celebration Mall and Treasure Island, are located on Grand Eastern Road / National Highway No. 6 with
the third located in Pandri, Raipur‟s traditional cloth market. Other major retail projects include the Lal Ganga
Shopping Complex and Millennium Plaza. The Lal Ganga Mall is an unorganised shopping center, which includes
some prominent national brands.

Residential Market Dynamics:

The decision to create a new capital, Naya Raipur City, which would include an addition of about 600,000 residents
by 2020 is a major reason for the increase in real estate development activity. The city has a dense core dominated
by commercial, retail and institutional activities. Residential development in Raipur is concentrated around this
retail and commercial hub along the Grand Eastern Road (National Highway No. 6). The central business district
area of Raipur City comprises of Sadar Bazaar and Malviya Road. The neighbouring areas of Tatyapara, Civil Lines,
Fafdi, Shankar Nagar, Anupam Nagar and Shanti Nagar among others are primarily residential in nature. Emerging
micro-markets like VIP colony, Khamadi, Mova and Avanti Vihar which are developing outwards from the core and
closer to the airport as well as in Naya Raipur city.

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Bhilai

Bhilai is located in the durg district of Chhattisgarh State, approximately 40 kilometers from the State capital Raipur
along National Highway No. 6. Bhilai is the second largest city in the state of Chattisgarh and is known as the steel
capital of India. Home to India‟s largest steel plant, SAIL, Bhilai is one of the most industrialized areas of the state.
The influx of professionals working at SAIL has added a cosmopolitan atmosphere to the local culture and created
demand for organized retail. Bhilai is ranked as the top city in Chhattisgarh for its market potential and affluency.

Bhilai
Population ('000s, 2008) Income / Capita (US$, 2008)
1,253 1,146
Prime Locations Secondary Locations
Capital Values (US$/sq ft) Capital Values (US$/sq ft)
25-32 21-26
Locales Locales
Nehru Nagar, Ashok Nagar, Smriti Nagar MR (Main Road) 9 parallel to National Highway No. 6
(Source: Jones Lang Lasalle Meghraj Report: Residential Opportunities in Central India, January 2010)

Retail Market Dynamics:

National Highway No. 6 is the central retail corridor in Bhilai with major developments located around the main
junctions of the highway. Among the city‟s sectoral markets, the city centre and Sector-6 markets are the most
popular. The format of retail developments in Bhilai are mostly high street in nature with some mixed-use retail and
office complexes found in projects such as Chauhan Estate and Dhillon Complex. A number of brands including
Raymond, Reebok, Titan, Koutons, Gini & Jony and Peter England may be found in markets along National
Highway No. 6 such as Supela Chowk and Akash Ganga.

Retail projects in the upcoming areas of Bhilai typically do not have an independent existence but can be located on
the ground and first floors of residential apartments. These are mostly full service department stores. Although there
are no multiplexes in Bhilai, some traditional cinema halls including Venkatesh, Maurya and Chandra have
undertaken upgrades to cater to the city‟s present needs. Presently, Bhilai does not have any shopping mall although
a 690,000 sq ft project is being developed by Entertainment World Developers, which is expected to launch in 2011.

Residential Market Dynamics:

Organised real estate in Bhilai was underdeveloped until recently. The facilities, both residential and social
amenities, provided in the steel plant townships probably weakened the urge to develop organised real estate outside
the township area. However, recently Bhilai has experienced rapid growth in residential real estate.

Most of the urban growth is occurring in and around corporation area. Moreover, since the stretch of National
Highway No. 6 around SAIL corporation area operates as a toll road, Main Road 9 of corporation area, which runs
parallel to National Highway No. 6, has become a major thoroughfare. This has increased the physical growth of
corporation area towards the north. Apart from the township, other urban areas include Bhilai Municipal
Corporation, notified urban areas such as Bhilai - 3 and Kumhari.

The evolution of townships started along the national highway and developed further south. The main residential
areas are located in Nehru nagar, Ashok nagar, Smriti nagar among others. With the increased importance of Main
Road 9, which runs parallel to National Highway No. 6, the residential development is moving towards Durg. There
have been some successful organised real estate projects developed during the last two to three years. The success of
some of the real estate projects has encouraged other developers to start new ventures. (Source: Jones Lang Lasalle
Meghraj Report: Residential Opportunities in Central India, January 2010)

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Nanded

Nanded is the capital of Nanded district region of Maharashtra with an area of 51.76 sq. km. The economy of the
city is based on agriculture which is also the largest employer of people living in the city. Nanded is also a religious
hub to India‟s Sikh community and has one of most prominent Gurudwaras in the country.

Retail Market Dynamics:

As a trading and business center for nearby towns and the rural hinterland, the city of Nanded has well established
retail markets. Station Road, Vazirabad, Shivaji Nagar and Doctors Lane are the prominent retail and commercial
hubs of the city. A 380,000 sq. ft. mall being constructed by Entertainment World Developers will be Nanded‟s first
mall. Barara Tower and Alibhai Complex are the only two prominent mixed-use retail and commercial projects
being developed with a total area of approximately 30,000 sq. ft. (Source: Jones Lang Lasalle Meghraj Report:
Retail: Off the Beaten Track, January 2010)

Trivandrum

Trivandrum, the capital of Kerala, is the second largest city in the state, with a large population of urban
professionals. As per the census of India 2001, Trivandrum has a high literacy rate of 93%, as compared to Kerala
(91%) and India (79.9%). Technopark, a 340 acre IT park located in Trivandrum, is one of the largest IT parks in
India with 150 IT firms and over 20,000 employees. Large scale employment opportunities are a major reason why
Trivandrum experienced a 42% increase in population from 1991 to 2001 and why it is ranked second in the state of
Kerala for its market potential and affluence.

Retail Market Dynamics:

Trivandrum‟s central business district is also the center of the city‟s traditional retail district with Palayam, Chala
and East Fort being the three most prominent markets. M.G. Road and the area between Pattom and
Kesavadasapuram are the growth corridors of retail in the city. Kedaram, Karimpanal Arcade and Attukal Shopping
Complex are some of the noteworthy shopping destinations within the city. While retailers have land banks in the
suburban areas (in close proximity to Technpark), major developments are yet to take place. (Source: Jones Lang
Lasalle Meghraj Report: Retail: Off the Beaten Track, January 2010)

Vadodara

Vadodara lies along Gujarat‟s golden corridor which extends from Ahmedabad to Vapi. The city is one of India‟s
foremost industrial centres with a large group of chemicals and pharmaceuticals manufacturers.

Retail Market Dynamics:

The center of Vadodara consists of residential, commercial and institutional districts. Wholesale markets and high
street retail areas dominate the retail typology in this core area of the old city and adjacent areas. The old city
comprises Vadodara‟s traditional markets, which can be found along the prominent shopping corridors of Mahatma
Gandhi Road (Nyay Mandir Gate to Mandavi Gate), Raopura Road, Rajmahal Road, Mangal Bazaar and Dandiya
Bazaar.

Vadodara‟s emerging commercial and retail districts are principally located on the western side of the city‟s railway
line. R.C. Dutt Road, Race Course Road and Old Padra Road have emerged as prime retail and commercial
destinations within the city. A majority of the national and international brands operating in Vadodara are primarily
located along these roads. The predominant typology of retail developments found here are commercial complexes
with retail space on the lower and upper ground floors with office space above. Approximately 4.6 million sq. ft. of
retail space is operational in Vadodara with another 1 million sq. ft. of new retail space expected to enter the market
in the next few years. (Source: Jones Lang Lasalle Meghraj Report: Retail: Off the Beaten Track, January 2010)

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Ujjain

As a city of cultural and religious importance, Ujjain receives a large number of tourists throughout the year. In
addition, Ujjain is host to a number of famous religious fares which draw up to half a million pilgrims. Economic
activity in Ujjain is based on the agricultural industry for which the city serves as a regional wholesale market.

Retail Market Dynamics:

Small, traditional shops dominate the retail landscape in Ujjain. The main market area of the city, adjacent to Free
Ganj Tower, is resident to domestic apparel brands including Peter England, John Players, Charlie Outlaw and
Raymond. Gopal Mandir and Satigate are two other prominent shopping districts within the city. Presently, the city
does not have an organized retail shopping center, however Treasure Island (Ujjain), a 400,000 sq. ft. shopping mall
on Dhanwantri Chikisa Kendra Road, is in an advanced stage of development. (Source: Jones Lang Lasalle Meghraj
Report: Retail: Off the Beaten Track, January 2010)

Jabalpur

Jabalpur, with 1.2 million residents, is one of the wealthier cities in the state of Madhya Pradesh. It is the
headquarter to several important central and state government departments which employ thousands of government
workers. Jabalpur serves as a distribution center for a wide variety of products and natural resources. It is ranked
third in the state for its market potential and affluence.

Retail Market Dynamics:

Residents of Jabalpur, who have relatively higher disposable incomes among the Nascent cities, shop at the
traditional markets of Soni Bazaar, Madhital and Sadar Market. The development of Treasure Island (Jabalpur), a
680,000 sq. ft. retail project, is expected to add a new dynamic to the local retail landscape. (Source: Jones Lang
Lasalle Meghraj Report: Retail: Off the Beaten Track, January 2010)

Challenges Facing the Indian Real Estate Sector

Lack of national reach of existing real estate development companies

There are currently very few real estate development companies in India who can claim to have operations
throughout the country. Most real estate developers in India are regionally based and active in areas where the
conditions are most familiar to them. This is due to factors such as:

the differing tastes of customers in different regions;


difficulties with respect to large scale land acquisition in unfamiliar locations;
inadequate infrastructure to market projects in new locations;
the large number of approvals which must be obtained from different authorities at various stages of
construction under local laws; and
the long gestation periods of projects.

Local know how is a critical factor

The nature of demand and the regulatory framework of the local authorities significantly vary in different regions.

Demand is dependent on many factors

Real estate developers face challenges in generating adequate demand for many projects. The factors that influence a
customer‟s choice in a property are not restricted to quality alone, but also depend on a number of external factors,
including proximity to urban areas, and facilities and infrastructure such as schools, roads and water supply, each of
which is often beyond the developer‟s control. Demand for housing units is also influenced by policy decisions
relating to housing incentives.

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Increasing raw material prices

Construction activities are often funded by the client, who makes cash advances at different stages of construction.
In other words, the final amount of revenue from a project is pre-determined and the realisation of this revenue is
scattered across the period of construction. A significant challenge that real estate developers face is dealing with the
increasing costs for raw materials. The real estate sector is dependent on a number of components including cement,
steel, bricks, wood, sand, gravel and paints. As the revenues from sale of units are predetermined, adverse changes
in the price of any raw material directly affect developers‟ results.

Interest rates

One of the main drivers of the growth in demand for housing is the availability of finance at low rates of interest.
Interest rates have increased between 2004 and 2008, however, interest rates have shown signs of reducing recently
and most leading financial institutions have recently reduced the rates which they charge on housing loans.
However, any adverse changes in interest rates, which are beyond the developer‟s control, may affect the real estate
demand.

Tax incentives

The existing tax incentives available for housing loans are one of the major factors influencing demand. These tax
incentives, however, are based on the recommendations of various committees and panels and are likely to be
withdrawn. The Kelkar Panel has recommended phasing out the income tax deduction available on interest on
housing loans for owner-occupied houses.

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BUSINESS

Overview

We own, develop, manage and operate urban city shopping centers, develop and sell large scale residential
townships, and own, develop and lease hospitality properties in fast growing and emerging cities in India (i.e.,
emerging non-metropolitan cities) under the brand name “TREASURE”. We have completed the development of
1.51 million square feet of Developable Area comprising three retail shopping centers and hospitality properties in
two cities, Indore in Madhya Pradesh and Nanded in Maharashtra, and we are in the process of developing 23.33
million square feet of Developable Area spread over 11 Ongoing Projects and three Forthcoming Projects in eight
emerging cities across seven states in India. Our Completed Projects include Treasure Island-Indore, which is one of
the largest shopping centers in Central India, as well as one of the first shopping centers in an emerging city
(Source: The Franchising World, November 2008), Treasure Central-Indore and Treasure Bazaar-Nanded. We have
launched three residential townships, including two Treasure Towns and Treasure Vihars in Indore and a Treasure
Town and Treasure Vihar in Udaipur. For the financial year 2010 we derived Rs.494.68 million of income from the
sale of residential properties and aggregate advance bookings for our three launched residential townships was Rs.
1,837.00 million as of March 31, 2010. As of March 31, 2010, the aggregate Developable Area of these three
launched residential townships was 11.03 million square feet.

We presently operate and have ownership interests in Treasure Island-Indore, Treasure Central-Indore and Treasure
Bazaar-Nanded. We completed Treasure Island-Indore in December 2005, which comprised 0.45 million square feet
of retail, hospitality, entertainment and food and beverage space and 0.18 million square feet dedicated to parking
space. It has won a number of awards, including the “Most Admired Shopping Center – Tier II Cities” by Images
Shopping Centre Awards (“ISCA”) in 2008, 2009 and 2010, “Best Retailer Award” by the India Franchise
Association in 2009 and “Best Designed Shopping Mall of India” by the CNBC – CRISIL Real Estate Awards in
2007. We completed Treasure Central–Indore in May 2009, which comprised 0.23 million square feet of retail
space, 0.05 million square feet of commercial space, 0.04 million square feet of entertainment space and 0.01
million square feet of food and beverage space and included certain anchor tenants such as Pantaloon. We
completed Treasure Bazaar-Nanded in January 2010, which comprised 0.25 million square feet of retail, hospitality,
entertainment, food and beverage space and commercial space and 0.11 million square feet of parking space.

To develop and operate our shopping centers, we analyze the consumption patterns of a particular city. The income
earning potential of a shopping center is not entirely dependent on traditional real estate development principles,
such as the floor space index (“FSI”) or construction costs. Rather, we believe that income earning potential is
dependent on having the right tenant mix and high operational standards, which in turn will lead to higher
consumption rates. With higher consumption rates, we are able to command higher lease rates from our tenants. As a
result, a driving factor in our business is to increase consumption in the shopping centers that we develop and
operate. We also focus on developing projects in fast growing and emerging cities, where we typically enjoy an
early-mover advantage with respect to retail projects, and where we believe there is significant growth potential.

Our shopping centers are divided into three formats, “Treasure Market City”, “Treasure Island” and “Treasure
Bazaar”. These formats are differentiated on the basis of size and type of retailers. Treasure Market City projects
include more than 1.00 million square feet of Developable Area and comprise a mix of premium and value retail
outlets, including department stores and other anchor tenants; a hypermarket and smaller shops; entertainment
facilities, such as a multiplex cinema, bowling alley, go-carting, rides and/or video arcade; food and beverage
outlets; and hospitality and commercial space. Treasure Island developments include primarily premium retail
outlets and other anchor stores, entertainment, food and beverage and hospitality space and have a Developable Area
of 400,000 square feet to 1.00 million square feet. Treasure Bazaar projects have a Developable Area of up to
400,000 square feet and comprise value retail outlets, entertainment, food and beverage and hospitality space.

We are also developing large scale residential townships with a total Developable Area of 15.22 million square feet
designed to cater to diverse budgets and different segments of society. We have divided our residential township
projects into two formats, “Treasure Town” and “Treasure Vihar”. Treasure Towns are premium residential
townships developed over land parcels of 20 to 200 acres with modern amenities including a gymnasium, club
house, swimming pool, spa, tennis courts, gardens, ponds and landscaped areas. These projects will include modern
infrastructure, including power back-up for common areas along with full-time security. Treasure Vihars are

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affordable residential townships developed over land parcels of up to 50 acres with amenities such as power back-up
and full-time security. We believe that these projects will benefit from the TREASURE brand.

We are currently developing a Treasure Market City in Indore, Treasure Island projects in Raipur, Jabalpur, Bhilai
and Mohali and Treasure Bazaar projects in Ujjain, Amaravati and Baroda. Our retail and hospitality projects that
are part of our Ongoing Projects aggregate 5.11 million square feet of Leaseable Area, and our residential township
projects that are part of our Ongoing Projects aggregate 11.03 million square feet of Developable Area.

As of March 31, 2010, our “Forthcoming Projects” (i.e., projects in which the necessary legal documents relating to
acquisition of land or development rights have been executed, key land related approvals are being obtained and
management has prepared an initial design plan of the project or an architect has been appointed and a detailed
architect plan is in the process of being prepared), include a Treasure Island project in Thiruvananthapuram and
Treasure Town and Treasure Vihar projects in Indore (at Kanadia) and in Raipur (at Samta Colony), which are
expected to have 5.06 million square feet of Developable Area. Our retail and hospitality projects that are part of our
Forthcoming Projects aggregate 0.87 million square feet of Developable Area and our residential township projects
that are part of our Forthcoming Projects aggregate 4.19 million square feet of Developable Area.

“Developable Area” refers to the total construction area which we develop in each property, and includes carpet
area, wall area, common area, service and storage area, as well as other areas, including car parking. Such area,
other than car parking space, is often referred to in India as “super built-up” area. “Leaseable Area” is calculated by
the loading percentage (the percentage of a tenant‟s rent applied towards a shopping center‟s common areas) of
10.00% to 60.00% of the carpet area of the property, depending upon the use, and refers to the part of the
Developable Area that can be leased out to third parties.

The table below summarizes our Completed Projects, Ongoing Projects and Forthcoming Projects by type of project
and their total Developable and Leaseable Areas as of March 31, 2010:

Treasure Treasure Treasure Treasure Town Total


Market Island Bazaar and Vihar
City
Completed Projects
No of Projects - 1 2 - 3
Total Developable Area
(million square feet) - 0.65 0.86 - 1.51
Total Leasable/Saleable Area
(million square feet) - 0.45 0.58 - 1.03
Ongoing Projects
No of Projects 1 4 3 3 11
Total Developable Area
(million square feet) 3.00 3.21 1.03 11.03 18.27
Total Leasable/Saleable Area
(million square feet) 2.02 2.32 0.77 11.03 16.14
Forthcoming Projects
No of Projects - 1 - 2 3
Total Developable Area
(million square feet) - 0.87 - 4.19 5.06
Total Leasable/Saleable Area
(million square feet) - 0.75 - 4.19 4.94
Grand Total
No of Projects 1 6 5 5 17
Total Developable Area
(million square feet) 3.00 4.73 1.89 15.22 24.84
Total Leasable/Saleable Area
(million square feet) 2.02 3.52 1.35 15.22 22.11

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We utilize project-specific SPVs and project-specific equity financing from investors for each of our projects. Some
of our key investors include PML, IAF - III and IAF - IV, funds managed by ICICI Venture Funds Management
Company Limited, MPC Synergy Limited, Edelweiss Trustee Services Limited, Kshitij Venture Fund and
Landmark Hi Tech Development Private Limited. As of March 31, 2010, our holdings across all our project-specific
SPVs range from 51.00% to 100.00% (except the project-specific SPVs of Treasure Central-Indore, Treasure Island-
Bhilai and Treasure Town and Treasure Vihar-Raipur), which enables us to consolidate and recognize income from
these project-specific SPVs in our balance sheet, as well as retain management control.

For the financial year 2010, our total income was Rs.1,062.34 million, our total net profit before tax and
depreciation was Rs.224.49 million and our net profit after tax before minority interest and share from associates
was Rs.148.15 million.

Strengths

We believe that the following are our principal strengths:

Ownership and operation of shopping centers resulting in predictable and stable revenues

In contrast to traditional real estate development companies which generally develop and sell properties, we own
most and operate all of our shopping center properties, including Treasure Island-Indore, Treasure Central-Indore
and Treasure Bazaar-Nanded. We currently own and operate a total Leaseable Area of 1.03 million square feet at
these three shopping centers through project-specific SPVs. This assures us of stable revenues for the terms of the
various leases which are generally for terms of 36 to 60 months. We have received rental income from the lease of
properties of Rs.230.35 million for the financial year 2010 (includes our share of rental income generated from our
joint venture project, Treasure Central-Indore). Upon completion of our retail and hospitality projects that are part of
our Ongoing Projects and Forthcoming Projects and along with our Completed Projects, we will operate and have
ownership interests in one Treasure Market City project, six Treasure Island projects and five Treasure Bazaar
projects, which will continue to provide us with steady revenues.

Consumption driven revenue model combined with stable rentals

We believe that the business of developing and operating successful shopping centers is attributable to the
consumption pattern of target customers, which comprises spending patterns and behavior within a catchment area
and is less related to real estate development. We also believe that the income earning potential of a shopping center
is not directly linked to the prevailing real estate prices in the vicinity, but is more linked to a shopping center‟s
tenant mix and quality of management. We intend to maximize the potential of a particular catchment area by
having the right tenant mix, which we believe leads to higher consumption rates.

For our shopping center developments, we have adopted a lease model, whereby we operate and maintain ownership
interests in the shopping centers we develop. We have leased and plan to lease out space across various properties
under lease structures where we receive basic minimum rentals and a percentage of revenue generated by the tenant.
While this assures us of minimum rentals across our retail properties, it also enables us to receive a share of the
revenues generated by our tenants‟ in-store sales, which aligns our interests with those of our tenants. Given our
business model and structuring of lease agreements, our lease rentals increase as consumption increases in a
particular location. This differentiates us from other typical real estate development companies and links our
business model to the consumption pattern of target micro-markets.

We have received rental income from the lease of properties of Rs.230.35 million for the financial year 2010
(includes our share of rental income generated from our joint venture project, Treasure Central-Indore), and
Rs.158.94 million and Rs.149.05 million for the financial years 2009 and 2008, respectively. We expect that we will
own most and operate all of our retail and hospitality projects that are part of our Ongoing Projects and Forthcoming
Projects including one Treasure Market City project, five Treasure Island projects and three Treasure Bazaar
projects, which will continue to provide us with stable rentals. With the completion of these projects, we are
expected to become one of the largest shopping center owners and operators in India in terms of number of

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operational shopping centers. (Source: “Retail off the Beaten Track,” January 10, 2010, Jones Lang LaSalle
Meghraj)

Strategic relationships with large retailers

We believe that our shopping centers are the preferred choice among retailers in the cities in which we operate and
provide a platform for large retailers to expand their businesses in such cities with a common partner. To
successfully lease out a shopping center, we believe that the retailer‟s confidence in the developer is a very
important factor, especially in fast growing and emerging cities where there are few organized national developers.
We believe that retailers have confidence in us due to our track record in achieving financial closure for our projects,
our commitment to quality and our operational expertise. In addition, as an early mover in the shopping center
industry in India, as evidenced by Treasure Island-Indore being among one of the first 10 shopping centers in
existence in India, as well as the first shopping center in an emerging city in India, our association with retailers
began in the early days of organized retail in India. (Source: The Franchising World, November 2008) We are a
member of the International Council of Shop Centers and we have grown with the retail industry and have been
actively involved in forums, events and conferences on organized retail in India and outside India, which we believe
has fostered confidence in us among retailers. We have strong relationships with large retail brands, including the
Pantaloon Group, which occupies 0.10 million square feet at Treasure Island-Indore, 0.21 million square feet at
Treasure Central-Indore and 0.03 million square feet at Treasure Bazaar-Nanded, and has committed to occupy 0.36
million square feet in our Ongoing Projects. Other large retail brands, such as Big Bazaar, E-Zone, Gitanjali,
Spencer and Max have also committed to anchor spaces in our projects under development. We believe that such
relationships help us in securing tenants for our new developments.

Early mover advantage and track record in fast growing and emerging cities

All of our retail properties and projects are strategically located in city centers and high growth corridors of the cities
in which they are developed. As one of the first developers of a shopping center in an emerging city, we have been
recognized by the market as an early mover in the shopping center industry in fast growing and emerging cities of
India. (Source: The Franchising World, November 2008) We believe that many of our projects enjoy the status of
being either the first shopping center of the city in which it is located or the largest shopping center in the city
center. We believe that this has helped us to become one of the preferred shopping center partners for major retailers
in India.

In addition, we have a successful track record in the execution of projects, including opening the projects on the
projected timelines. We presently have three operational shopping centers, with four additional projects expected to
open by the end of the financial year 2011. With the completion of our Ongoing Projects, we are expected to
become one of the largest shopping center owners focused on fast growing and emerging cities in the country by the
end of financial year 2012. (Source: “Retail off the Beaten Track,” January 10, 2010, Jones Lang LaSalle Meghraj)

Quality project execution and professional management capabilities

Our position as a successful real estate developer is largely due to our execution capabilities, which we have
demonstrated with the successful and timely completion and the quality of operation and management of Treasure
Island-Indore, Treasure Central-Indore and Treasure Bazaar-Nanded, as well as the launches of the Treasure Town
and Treasure Vihar projects in Indore (at AB Road and Rangawasa) and Udaipur (at Kharol Colony). We believe
that we are one of the few developers in India that has the range of skills required to develop and operate a shopping
center, including construction, interiors, fit-outs, mechanical, engineering and plumbing (“MEP”) services, design
and project management. We have accomplished this by primarily developing organically and acquiring separate
businesses that fulfill these functions.

Through Treasure World Developers Private Limited (“TWDPL”), our construction company, civil contracts across
most of our projects are undertaken through a documented tendering system by the project-specific SPV. In
addition, we subscribed to 51.00% interest in Intesys Technologies Private Limited (“Intesys”), a Delhi based
interior and fit-out specialist company, to ensure that the fit-outs of our projects are carried out in a timely manner,
as well as at a competitive cost, as each project-specific SPV follows a transparent tendering system for awarding
fit-out contracts. Intesys is a fit-out specialist in India that has the ability to undertake the entire chain of work

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required for fitting out a shopping center, including all elevational features, inside flooring, railings, false ceilings
and glazing. We also have our own MEP design company, Treasure MEP Services Private Limited (“TMEP”),
which is responsible for designing the MEP drawings and choosing the vendors and contractors for the MEP
services for all of our projects. Finally, we act as the project manager for all of our projects, which allows us to
closely monitor quality and costs.

Experienced and dedicated management

We have an experienced, qualified and dedicated management team, many of whom individually have over 15 years
of experience in their respective fields. We were one of the first real estate developers to build a modern shopping
center in central India, Treasure Island-Indore, which we completed on schedule and within budget. We believe our
operational properties illustrate our management‟s capability to deliver high quality projects in a highly competitive
business, secure financing and execute complex projects on time. For example, Treasure Island-Indore was
completed six months ahead of its scheduled completion date while meeting all specifications and requirements,
which we believe signifies the strength of our management in executing complex projects in new markets. All of
these properties have required attracting a number of anchor tenants and obtaining significant financing from a
number of institutional lenders. In addition, our brand name and reputation for project execution, have assisted us in
recruiting and retaining qualified management and employees. We also provide our staff with competitive
compensation packages and a corporate environment that encourages responsibility, autonomy and innovation. We
believe that the experience of our management team and its in-depth understanding of the real estate market in India
will enable us to take advantage of both current and future market opportunities.

Strategies

Our business strategy consists of the following principal elements:

Focus on “TREASURE” branded development projects in city-centric locations across India

We are committed to developing a large portfolio of retail projects and residential township projects under the
“TREASURE” brand wherein a consumer can relate to similar experiences across all our properties in India. We
have developed three formats for shopping centers and two formats for residential townships. The three formats are
differentiated on the basis of size of the shopping centers, the type of retailers and other facilities, including hotels,
multiplex cinemas and other entertainment venues and commercial space available at the development. We are also
developing residential townships, which are divided into two formats, “Treasure Town” and “Treasure Vihar”. As
of March 31, 2010, our retail and hospitality projects that are part of our Ongoing Projects include a Treasure
Market City in Indore, Treasure Island projects in Raipur, Jabalpur, Bhilai and Mohali and Treasure Bazaar projects
in Ujjain, Amaravati and Baroda. We are also developing Treasure Town and Treasure Vihar projects in Indore and
Udaipur. Our Forthcoming Projects include a retail and hospitality project in Thiruvananthapuram and residential
township projects in Indore (at Kanadia) and Raipur (at Samta Colony). Since most of our retail and hospitality
projects are developed in city center locations in fast growing and emerging cities, we envision our retail
developments as being the city center itself and becoming landmark destinations of the city. We aim to make
“TREASURE” a brand synonymous with quality and best management practices at viable rents across fast growing
and emerging cities in India.

Continue to develop projects in fast growing and emerging cities where we believe we are one of the dominant
organized retail, hospitality and residential developer

We will continue to focus on our strategy of developing shopping centers and residential townships in fast growing
and emerging cities in India where we typically enjoy an early-mover advantage, where we enjoy being the
dominant organized retail developer and where we believe there is significant growth potential. We believe that a
number of underlying factors will continue to provide India‟s retail sector with good growth prospects including,
favorable demographics, with two thirds of India‟s population below the age of thirty-five, continuing urbanization,
especially in emerging cities in which our projects are concentrated, India‟s economy continuing to grow steadily
and a growing middle class. We aim to be the largest shopping center owner and operator in fast growing and
emerging cities in India. We believe that our “TREASURE” brand is gaining in reputation and is recognized by

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retailers as the first choice in these cities. (Source: “Retail off the Beaten Track,” January 10, 2010, Jones Lang
LaSalle Meghraj)

Focus on performance and project execution

We believe that we have developed a reputation for good quality construction projects and completing projects
ahead of schedule. For example, Treasure Island-Indore was completed in 21 months, six months ahead of schedule,
as a result of our efficient management practices and close collaboration with third party contractors on the project.
As of March 31, 2010, we have 11 Ongoing Projects aggregating 18.27 million square feet of Developable Area. We
intend to continue to focus on performance and project execution in order to maximize client satisfaction. We will
continue to leverage the capabilities of our subsidiary service companies, including TWDPL, a construction
company, Intesys, a fit-out company, TMEP, a MEP design company, as well as our in-house project management
services, to ensure that all of our projects are completed on time and within the budgeted cost.

Focus on shopping center management

We have developed our shopping center management expertise by successfully managing our three operational retail
properties, which we believe are managed in accordance with international standards. With respect to all of our
shopping center projects, we expect we will enter into management contracts with each of the project-specific SPVs.
We will continue to manage our retail developments with the knowledge that there is a distinct difference between
property management and shopping center management. While most shopping center developers operate under the
premise that shopping center management comprises housekeeping, security and maintenance, we believe that these
elements contribute a small fraction of the total activities required to successfully manage a shopping center.
Accordingly, we will continue to focus on creating the optimal tenant mix and adhering to high operational
standards at each of our developments, which we believe will lead to higher consumption rates. With higher
consumption rates (which translates to higher turnover for our tenants), we expect to command competitive lease
rates from our tenants and higher revenues from our revenue sharing contracts.

Develop the “Treasure Showcase” concept

In order to tap into the customer base of the large number of Indian brand manufacturers operating in unorganized
multi-brand outlets across India, we have recently launched the concept “Treasure Showcase” at Treasure Island-
Indore. Treasure Showcase is a “shop-in-shop” seamless concept which will provide Indian non-mall brands a
platform to showcase and sell their products in our shopping centers in categories such as apparel, footwear,
electronics, food, accessories, cosmetics, jewellery, home furnishings and appliances based on a revenue sharing
arrangement. Our aim is not only to expand the number of retailers in the organized sector, but also to convert non-
shopping center customers who shop at multi-brand outlets into shopping center customers. Under the terms of our
Treasure Showcase revenue sharing arrangements, we provide our retail partners space of approximately 15,000
square feet to 50,000 square feet and operating services such as billing and shopping administration. We typically
purchase the products from our Treasure Showcase partners and pay for the products once a customer has purchased
the partner‟s product. Products which we have purchased but were not sold are returned to the partner at no cost to
us. In return for providing our Treasure Showcase partners with retail floor space, we receive approximately 35.00%
to 40.00% of the revenues from sales of our retail partner‟s products, as negotiated on a case-by-case basis. We
expect that this model will enable us to cover our operational costs, increase footfall and provide customers with
differentiated choices in our shopping centers. We intend to launch 19 additional Treasure Showcases by the end of
the financial year 2013, 12 of which will be located in our own shopping centers and seven of which will be located
in the shopping centers of other developers, mainly projects developed by PML.

Continue to utilize effective development and ownership structures to optimize resources

We will continue to utilize project-specific SPVs and project-specific equity financing from investors, which will
assist us in reducing our working capital investment and diversifying our risk. Although we intend to own and lease
our projects under development, this model provides us with the flexibility to strategically exit any particular
property or project by selling our interest in such property or project where we believe an absolute sale or perpetual
leases will provide us with more favorable returns.

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Description of Our Business

We operate two shopping centers in Indore and a shopping center in Nanded and we are developing urban city
shopping centers in fast growing and emerging cities in India under the brand name “TREASURE”, which we
intend to own and operate upon completion. We are also developing residential townships in fast growing and
emerging cities, which we intend to manage upon completion. Our shopping centers are divided into three formats,
“Treasure Market City,” “Treasure Island” and “Treasure Bazaar” and our residential townships are divided into two
formats, “Treasure Town” and “Treasure Vihar”.

Completed Projects

We have completed the development of three shopping centers, including Treasure Island-Indore, Treasure Central-
Indore and Treasure Bazaar-Nanded. The following table provides key information with respect to our Completed
Projects:

Project Developable Leaseable Leaseable Project Our Equity Our Completion


Area (in Area (in Area Cost (Rs. Interest in the Equity Date
million million Leased as in Project- Interest
square feet) square of March millions) Specific SPV as in the
feet) 31, 2010 per project-
(in million Shareholders‟ specific
square Agreement SPV as of
feet) March
31, 2010*
Treasure 0.65 0.45 0.44 1,110.00 100.00% 100.00% December
Island- 2005
Indore
Treasure 0.48 0.33 0.33 905.00 50.00% 50.00% May 2009
Central-
Indore
(Treasure
Bazaar)
Treasure 0.38 0.25 0.21 711.00 75.00% 75.20% January
Bazaar- 2010
Nanded
*Based on funds contributed to the project-specific SPV as of March 31, 2010.

Treasure Island-Indore

We currently own and operate Treasure Island-Indore, which opened in December 2005. Treasure Island-Indore is
situated in Indore, Madhya Pradesh along M. G. Road and is currently one of the largest shopping centers in central
India. (Source: The Franchising World, November 2008) This project comprised 0.65 million square feet of
Developable Area and 0.45 million square feet of Leaseable Area. Treasure Island-Indore includes 0.28 million
square feet of retail space, 0.05 million square feet of entertainment space (including a multiplex and other
entertainment facilities), 0.03 million square feet of food and beverage space, 0.08 million square feet of hospitality
space and 0.01 million square feet of commercial space. The shopping center is currently anchored by retailers such
as Big Bazaar, Pantaloon, Max, Nike and E-Zone, a five-screen multiplex cinema by PVR, a food court and a
number of restaurants, including Rajdhani, McDonalds, Pizza Hut and Barista. Treasure Island-Indore also includes
a four-star hotel under a leave and licence agreement for a period of 29 years.

The shopping center also provides parking space of 0.18 million square feet. Treasure Island-Indore won the “Most
Admired Shopping Centre – Tier II Cities” in 2008 and “Most Admired Shopping Centre – Mini Metros” awards in
2008, 2009 and 2010 by ISCA, “Best Retailer Award” by the India Franchise Association in 2009 and “Best
Designed Shopping Mall of India” by the CNBC – CRISIL Real Estate Awards in 2007. The total cost of the project
was Rs.1,110.00 million, which was financed by Rs.255.00 million of equity and Rs.855.00 million of debt.

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For the financial years 2010 and 2009, revenues from our operations at Treasure Island-Indore were Rs.266.68
million and Rs.248.35 million, respectively.

Treasure Central-Indore

We currently operate Treasure-Central Indore, which opened in May 2009 and is situated at RNT Marg, central
Indore, Madhya Pradesh. This project comprised 0.48 million square feet of Developable Area and 0.33 million
square feet of Leaseable Area. As per the project-specific SPV shareholders‟ agreement, we hold a 50.00% equity
interest in Naman Mall Management Company Limited, the project-specific SPV that implemented the project, with
the balance held by Kshitij Venture Capital Fund. Treasure Central-Indore includes 0.23 million square feet of retail
space (including retail anchor tenants such as Pantaloon), 0.04 million square feet of entertainment space (including
a multiplex cinema) and 0.01 million square feet of food and beverage space. Treasure Central-Indore also includes
0.05 million square feet of saleable commercial space.

As at March 31, 2010, the total cost of the project was Rs.905.00 million, which was financed by Rs.311.00 million
of equity capital and reserves (except profit and loss), Rs.543.00 million of debt and Rs.51.00 million of internal
accruals and security deposits.

For the 11 month period ended March 31, 2010, our share of the revenue from Treasure Central-Indore was
Rs.75.05 million.

Treasure Bazaar-Nanded

We currently own and operate Treasure Bazaar-Nanded, which was completed in January 2010 and is situated at
Latur Road, central Nanded, Maharashtra. This project comprised 0.38 million square feet of Developable Area and
0.25 million square feet of Leaseable Area. As per the project-specific SPV shareholders‟ agreement, we hold a
75.00% equity interest in Nanded Treasure Bazaar Private Limited, the project-specific SPV that implemented the
project. Treasure Bazaar-Nanded includes 0.13 million square feet of retail space (including retail anchor tenants
such as Gitanjali and Big Bazaar), 0.04 million square feet of entertainment space (including a multiplex cinema by
PVR and other entertainment facilities), and 0.01 million square feet of food and beverage space. Treasure Bazaar-
Nanded also includes 0.02 million square feet of commercial space and a 0.05 million square foot hotel.

As at March 31, 2010, the total cost of the project was Rs.711.00 million, which was financed by Rs.60.00 million
of equity capital and reserves (except profit and loss) and Rs.651.00 million of debt.

For the three month period ended March 31, 2010, revenues from our operations at Treasure Bazaar-Nanded were
Rs.13.85 million.

Ongoing Retail and Hospitality Projects

We are in the process of developing a Treasure Market City project in Indore, Treasure Island projects in Raipur,
Jabalpur, Bhilai and Mohali, and Treasure Bazaar projects in Ujjain, Amaravati and Baroda, in which our Company
will hold an interest through its subsidiaries and project-specific SPVs. The following table provides key
information with respect to our retail and hospitality projects that are part of our Ongoing Projects:

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Project Developable Leaseable Leaseable Approximate Our Equity Our Estimated
Area (in Area (in Area Project Cost Interest in the Equity Completion
million million Leased as (Rs. in Project- Interest Date
square feet) square of March millions) Specific SPV in the
feet) 31, 2010 as per Project-
(in Shareholders‟ Specific
million Agreement SPV as
square of
feet) March
31,
2010*
Treasure Market City Project
Treasure 3.00 2.02 0.16 5,015.00 56.10% 57.09% June 2012
Market
City-
Indore
Treasure Island Projects
Treasure 1.04 0.83 0.51 2,227.00 67.00% 68.35% March 2011
Island-
Raipur
Treasure 0.68 0.46 0.23 1,365.00 51.80% 52.73% March 2011
Island-
Jabalpur
Treasure 0.69 0.52 0.24 1,416.00 17.00% 17.51% March 2011
Island-
Bhilai
Treasure 0.80 0.51 0.05 1,787.00 51.00% 52.53% January
Island- 2012
Mohali
Treasure Bazaar Projects
Treasure 0.37 0.29 0.19 683.00 100.00% 100.00% September
Bazaar- 2010
Ujjain
Treasure 0.28 0.22 - 505.00 100.00% 100.00% March 2012
Bazaar-
Amaravati
Treasure 0.38 0.26 - 631.00 51.00% 51.00% September
Bazaar- 2012
Baroda
*Based on funds contributed to the project-specific SPV as of March 31, 2010.

Treasure Market City-Indore

We are currently developing Treasure Market City-Indore, which is expected to comprise 3.00 million square feet
(including 1.03 million square feet of parking) of Developable Area and 2.02 million square feet of Leaseable Area
in the center of Indore. As per the project-specific SPV shareholders‟ agreement, we will hold a 56.10% equity
interest in Indore Treasure Market City Private Limited, the project-specific SPV that is implementing the project,
with the balance being held between K2C Residential Limited and, Weser River Limited which is owned by MPC
Synergy Limited.

As of March 31, 2010, we have commitments in the form of letters of intent with security deposits for the lease of
0.16 million square feet, which represents 7.90% of the total Leaseable Area (including retail anchor tenants such as
Max and Gitanjali). We plan to enter into an agreement with a hotel operator for the operation of the hotel located in
the project.

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The land for this project has been acquired by Indore Treasure Market City Private Limited, and permits
commensurate with the stage of development and construction have been obtained, including environmental
clearance, town and country planning approval and construction permission from Indore Municipal Corporation. Out
of the total Developable Area of 3.00 million square feet, civil construction of 1.07 million square feet was
completed as of March 31, 2010.

We expect that the total development costs (including land and construction costs) for this project will be
Rs.5,015.00 million, of which we expect Rs.1,994.00 million will be contributed to the project-specific SPV in the
form of equity. As of March 31, 2010, Rs.1,514.53 million in equity capital and reserve (except profit and loss) has
been contributed to the project-specific SPV. Rs.2,818.00 million will be secured through debt financing and
Rs.203.00 million will be financed through internal accruals and security deposits. As of March 31, 2010, we have
received sanctions for secured debt financing of Rs.1,650.00 million. The total capital incurred on this project
(defined as total assets including current assets less current liabilities less cash and bank balances) as on March 31,
2010 was Rs.1,748.07 million. We expect to open the first phase of Treasure Market City-Indore, which is expected
to comprise 0.97 million square feet of Gross Leaseable Area by June 2011, and complete the project by June 2012.

Treasure Island-Raipur

We are currently developing Treasure Island, Raipur, which is expected to comprise 1.04 million square feet of
Developable Area and 0.83 million square feet of Leaseable Area in the center of Raipur. As per the project-specific
SPV shareholders‟ agreement, we will hold a 67.00% equity interest in Raipur Treasure Island Private Limited, the
project-specific SPV that is implementing the project, with the balance being held by Diemel River Limited owned
by MPC Synergy Limited.

As of March 31, 2010, we have commitments in the form of letters of intent with security deposits for the lease of
0.51 million square feet, which represents 61.40% of the total Leaseable Area (including retail anchor tenants such
as Max). We plan to enter into an agreement with a hotel operator for the operation of the hotel located in the
project.

The land for this project has been acquired by Raipur Treasure Island Private Limited and permits commensurate
with the stage of development and construction have been obtained, including environmental clearance, town and
country planning approval and construction permission from the Raipur Town and Country Planning Department.
Out of the total Developable Area of 1.04 million square feet, civil construction of 0.94 million square feet was
completed as of March 31, 2010.

We expect that the total development costs (including land and construction costs) for this project will be
Rs.2,227.00 million, of which we expect Rs.847.00 million will be contributed to the project-specific SPV in the
form of equity. As of March 31, 2010, Rs.645.20 million in equity capital and reserve (except profit and loss) and
Rs.33.13 million in unsecured debt financing have been contributed to the project-specific SPV. Rs.1,291.00 million
will be secured through debt financing and Rs.89.00 million will be financed through internal accruals and security
deposits. As of March 31, 2010, we have received sanctions for secured debt financing of Rs.900.00 million. The
total capital incurred (defined as total assets including current assets less current liabilities less cash and bank
balances) on this project as on March 31, 2010 was Rs.1,323.57 million. We expect to open Treasure Island-Raipur
by March 2011.

Treasure Island-Jabalpur

We are currently developing Treasure Island-Jabalpur, which is expected to comprise 0.68 million square feet of
Developable Area and 0.46 million square feet of Leaseable Area in the center of Jabalpur. As per the project-
specific SPV shareholders‟ agreement, we will hold a 51.80% equity interest in Jabalpur Treasure Island Private
Limited, the project-specific SPV that is implementing the project, with the balance being held by Emmer River
Limited and Baljinder Singh Khanna.

As of March 31, 2010, we have commitments in the form of letters of intent with security deposits for the lease of
0.23 million square feet, which represents 50.00% of the total Leaseable Area (including retail anchor tenants such

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as Max). We plan to enter into an agreement with a hotel operator for the operation of the hotel located in the
project.

The land for this project has been acquired by Jabalpur Treasure Island Private Limited and permits commensurate
with the stage of development and construction have been obtained, including environmental clearance, town and
country planning approval and construction permission from Jabalpur Municipal Corporation. Out of the total
Developable Area of 0.68 million square feet, civil construction of 0.50 million square feet was completed as of
March 31, 2010.

We expect that the total development costs (including land and construction costs) for this project will be
Rs.1,365.00 million, of which we expect Rs.510.00 million will be contributed to the project-specific SPV in the
form of equity. As of March 31, 2010, Rs.445.86 million in equity capital and reserve (except profit and loss) and
Rs.6.00 million in unsecured debt financing have been contributed to the project-specific SPV. Rs.810.00 million
will be secured through debt financing and Rs.45.00 million will be financed through internal accruals and security
deposits. As of March 31, 2010, we have received sanctions for secured debt financing of Rs.660.00 million. The
total capital incurred (defined as total assets including current assets less current liabilities less cash and bank
balances) on this project as on March 31, 2010 was Rs.819.26 million. We expect to open Treasure Island-Jabalpur
by March 2011.

Treasure Island-Bhilai

We are currently developing Treasure Island-Bhilai, which is expected to comprise 0.69 million square feet of
Developable Area and 0.52 million square feet of Leaseable Area in the center of Bhilai. As per the project-specific
SPV shareholders‟ agreement, we will hold a 17.00% equity interest in Surya Treasure Island Private Limited, the
project-specific SPV that is implementing the project, with the balance being held by Fliede River Limited,
Edelweiss Trustee Services Private Limited and Shiraj Traders Private Limited.

As of March 31, 2010, we have commitments in the form of letters of intent with security deposits for the lease of
0.24 million square feet, which represents 46.15% of the total Leaseable Area (including retail anchor tenants such
as Big Bazaar, Pantaloon, Max and Gitanjali). We plan to enter into an agreement with a hotel operator for the
operation of the hotel located in the project.

The land for this project has been acquired by Surya Treasure Island Private Limited and most of the permits
commensurate with the stage of development and construction have been obtained, including environmental
clearance and town and country planning approval. We have applied for a renewal of our construction permit for the
land, which expired on April 23, 2009. Out of the total Developable Area of 0.69 million square feet, civil
construction of 0.52 million square feet was completed as of March 31, 2010.

We expect that the total development costs (including land and construction costs) for this project will be
Rs.1,416.00 million, of which we expect Rs.508.00 million will be contributed to the project-specific SPV in the
form of equity. As of March 31, 2010, Rs.475.20 million in equity capital and reserve (except profit and loss) has
been contributed to the project-specific SPV. Rs.850.00 million will be secured through debt financing and Rs.58.00
million will be financed through internal accruals and security deposits. As of March 31, 2010, we have received
sanctions for secured debt financing of Rs.570.00 million. The total capital incurred (defined as total assets
including current assets less current liabilities less cash and bank balances) on this project as on March 31, 2010 was
Rs.615.96 million. We expect to open Treasure Island-Bhilai by March 2011.

Treasure Island-Mohali

We are currently developing Treasure Island-Mohali, which is expected to comprise 0.80 million square feet of
Developable Area and 0.51 million square feet of Leaseable Area in the center of Mohali. As per the project-specific
SPV shareholders‟ agreement, we will hold a 51.00% equity interest in Chandigarh Treasure Island Private Limited,
the project-specific SPV that is implementing the project, with the balance being held by Ochtum River Limited.

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As of March 31, 2010, we have commitments in the form of letters of intent with security deposits for the lease of
0.05 million square feet, which represents 9.80% of the total Leaseable Area.

The land for this project has been acquired by Chandigarh Treasure Island Private Limited and all permits
commensurate with the stage of development and construction have been obtained, including environmental
clearance, town and country planning approval and construction permission from Chandigarh, Punjab. Out of the
total Developable Area of 0.80 million square feet, civil construction of 0.06 million square feet was completed as of
March 31, 2010.

We expect that the total development costs (including land and construction costs) for this project will be
Rs.1,787.00 million, of which we expect Rs.637.00 million will be contributed to the project-specific SPV in the
form of equity. As of March 31, 2010, Rs.535.47 million in equity capital and reserve (except profit and loss) and
Rs.3.20 million in unsecured debt financing have been contributed to the project-specific SPV. Rs.1,071.00 million
will be secured through debt financing and Rs.79.00 million will be financed through internal accruals and security
deposits. As of March 31, 2010 we have received sanctions for secured debt financing of Rs.1,000.00 million. The
total capital incurred (defined as total assets including current assets less current liabilities less cash and bank
balances) on this project as on March 31, 2010 was Rs.614.45 million. We expect to open Treasure Island-Mohali
by January 2012.

Treasure Bazaar-Ujjain

We are currently developing Treasure Bazaar-Ujjain, which is expected to comprise 0.37 million square feet of
Developable Area and 0.29 million square feet of Leaseable Area in the center of Ujjain. As per the project-specific
SPV shareholders‟ agreement, we will hold a 100.00% equity interest in Ujjain Treasure Bazaar Private Limited, the
project-specific SPV that is implementing the project.

As of March 31, 2010, we have commitments in the form of letters of intent with security deposits for the lease of
0.19 million square feet, which represents 65.52% of the total Leaseable Area (including retail anchor tenants such
as Big Bazaar, Max and Gitanjali).

The land for this project has been acquired by Ujjain Treasure Bazaar Private Limited and permits commensurate
with the stage of development and construction have been obtained, including environmental clearance, town and
country planning approval and construction permission from Ujjain Municipal Corporation. Out of the total
Developable Area of 0.37 million square feet, civil construction of 0.35 million square feet was completed as of
March 31, 2010.

We expect that the total development costs (including land and construction costs) for this project will be Rs.683.00
million, of which we expect Rs.258.00 million will be contributed to the project-specific SPV in the form of equity.
As of March 31, 2010, Rs.3.25 million in equity capital and reserve (except profit and loss) and Rs.218.25 million in
unsecured debt financing have been contributed to the project-specific SPV. Rs.399.00 million will be secured
through debt financing and Rs.26.00 million will be financed through internal accruals and security deposits. As of
March 31, 2010 we have received sanctions for secured debt financing of Rs.250.00 million. The total capital
incurred (defined as total assets including current assets less current liabilities less cash and bank balances) on this
project as on March 31, 2010 was Rs.452.39 million We expect to open Treasure Bazaar-Ujjain by September 2010.

Treasure Bazaar- Amaravati

We are currently developing Treasure Bazaar- Amaravati, which is expected to comprise 0.28 million square feet of
Developable Area and 0.22 million square feet of Leaseable Area in the center of Amaravati. As per the project-
specific SPV shareholders‟ agreement, we will hold a 100.00% equity interest in Amaravati Treasure Bazaar Private
Limited, the project-specific SPV that is implementing the project.

The land for this project has been acquired by Amaravati Treasure Bazaar Private Limited and EWDPL Five Star
Hospitality Private Limited and most permits commensurate with the stage of development and construction have

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been obtained, including town and country planning approval and construction permission from Amaravati
Municipal Corporation. We plan to commence construction of the project in July 2010.

We expect that the total development costs (including land and construction costs) for this project will be Rs.505.00
million, of which we expect Rs.181.00 million will be contributed to the project-specific SPV in the form of equity.
As of March 31, 2010, Rs.0.10 million in equity and Rs.100.89 million in unsecured debt financing have been
contributed to the project-specific SPV. Rs.299.00 million will be secured through debt financing and Rs.25.00
million will be financed through internal accruals and security deposits. As of March 31, 2010, we have not sought
sanctions for secured debt financing. The total capital incurred (defined as total assets including current assets less
current liabilities less cash and bank balances) on this project as on March 31, 2010 was Rs.100.49 million. We
expect to open Treasure Bazaar- Amaravati by March 2012.

Treasure Bazaar-Baroda

We are currently developing Treasure Bazaar- Baroda, which is expected to comprise 0.38 million square feet of
Developable Area and 0.26 million square feet of Leaseable Area in the center of Baroda. As per the project-specific
SPV shareholders‟ agreement, we will hold a 51.00% equity interest in Marvell Mall Development Company Private
Limited, the project-specific SPV that is implementing the project with the balance being held by Kshitij Venture
Capital Fund, Edelweiss Trustee Services Private Limited and others.

The land for this project has been acquired by Marvell Mall Development Company Private Limited and its
subsidiary, The Baroda Commercial Corporation Limited and we have submitted applications for permits
commensurate with the stage of development and construction, including environmental clearance, town and
country planning approval and construction permission from Baroda Municipal Corporation. We plan to commence
construction of the project in October 2010.

We expect that the total development costs (including land and construction costs) for this project will be Rs.631.00
million, of which we expect Rs.225.00 million will be contributed to the project-specific SPV in the form of equity.
As of March 31, 2010, Rs.145.05 million in equity and Rs.0.50 million in unsecured debt financing have been
contributed to the project-specific SPV. Rs.368.00 million will be secured through debt financing and Rs.38.00
million will be financed through internal accruals and security deposits. As of March 31, 2010 we had not sought
sanctions for secured debt financing. The total capital incurred (defined as total assets including current assets less
current liabilities less cash and bank balances) on this project as of March 31, 2010 was Rs.137.34 million. We
expect to open Treasure Bazaar-Baroda by September 2012.

Ongoing Residential Township Projects

We are in the process of developing two Treasure Towns and two Treasure Vihars in Indore (at AB Road and
Rangawasa) and a Treasure Town and Treasure Vihar in Udaipur (at Kharol Colony), in which our Company will
hold an interest through its subsidiaries and project-specific SPVs. The following table provides key information
with respect to our residential township projects that are part of our Ongoing Projects:

Project Developable Area Approximate Our Equity Our Equity Estimated


Area (in Sold as of Development Interest in the Interest in Completion
million March Cost (Rs. in Project-Specific the Project- Date
square feet) 31, 2010 millions) SPV/AoP as per Specific
(in Shareholders‟ SPV/AoP as
million Agreement of March 31,
square 2010*
feet)
Treasure Town 4.88 0.90 6,891.00 60.00% 60.00% June 2013
and Treasure
Vihar - Indore
(AB Road)
Treasure Town 1.27 0.19 1,638.00 51.00% 51.00% December

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Project Developable Area Approximate Our Equity Our Equity Estimated
Area (in Sold as of Development Interest in the Interest in Completion
million March Cost (Rs. in Project-Specific the Project- Date
square feet) 31, 2010 millions) SPV/AoP as per Specific
(in Shareholders‟ SPV/AoP as
million Agreement of March 31,
square 2010*
feet)
and Treasure 2012
Vihar -
Udaipur
Treasure Town 4.88 0.39 4,986.00 51.00% 51.00% December
and Treasure 2013
Vihar - Indore
(Rangawasa)
*Based on funds contributed to the project-specific SPV/AoP as of March 31, 2010.

Treasure Town and Treasure Vihar-Indore (AB Road)

We are currently developing a Treasure Town and a Treasure Vihar in Indore at AB Road, which is expected to
comprise a total of 4.88 million square feet of Developable Area across both of the projects. As per the project-
specific SPV shareholders‟ agreement, we will hold a 60.00% equity interest in Indore Treasure Town Private
Limited, the project-specific SPV that is implementing the projects, with the balance being held by K2C Residential
Limited.

As of March 31, 2010, we have received advance bookings for the sale of 0.90 million square feet, which represents
18.44% of the total Developable Area of the two projects.

The land for the projects have been acquired by Indore Treasure Town Private Limited and its SPVs, Pune
Entertainment World Developers Private Limited and Entertainment World Developers Bijalpur Private Limited,
and most permits commensurate with the stage of development and construction have been obtained, including town
and country planning approval and construction permission from Indore Municipal Corporation. We have applied
for environmental clearance from Indore Municipal Corporation and expect to receive clearance by August 2010.

We expect that the total development costs (including land and construction costs) for these projects will be
Rs.6,891.00 million, of which we expect Rs.1,030.00 million will be contributed to the project-specific SPV in the
form of equity. As of March 31, 2010, Rs.1,026.85 million in equity capital and reserve (except profit and loss) has
been contributed to the project-specific SPV. Rs.700.00 million will be secured through debt financing and
Rs.5,161.00 million will be financed through internal accruals and deposits. As of March 31, 2010, we have received
sanctions for secured debt financing of Rs.700.00 million. The total capital incurred (defined as total assets
including current assets less current liabilities less cash and bank balances) on these projects as on March 31, 2010
was Rs.1,311.39 million. We expect to complete the project by June 2013.

Treasure Town and Treasure Vihar, Udaipur

We are currently developing a Treasure Town and a Treasure Vihar in Udaipur at Kharol Colony, which is expected
to comprise a total of 1.27 million square feet of Developable Area across both the projects. As per the project-
specific SPV shareholders‟ agreement, we will hold a 51.00% equity interest in Landmark Treasure Town, an AoP
that is implementing the projects, with the balance being held by Landmark Hi Tech Development Private Limited.

As of March 31, 2010, we have received advance bookings for the sale of 0.19 million square feet, which represents
14.96% of the total Developable Area of the two projects.

The land for the projects have been acquired by Dazzling Properties Private Limited, a member of the AoP, and all
permits commensurate with the stage of development and construction have been obtained, including environmental
clearance, town and country planning approval and construction permission from Udaipur Municipal Corporation.

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Out of the total Developable Area of 1.27 million square feet, civil construction of 0.21 million square feet was
complete as of March 31, 2010.

We expect that the total development costs (including land and construction costs) for these projects will be
Rs.1,638.00 million, of which we expect Rs.467.00 million to be contributed to the project-specific SPV in the form
of equity. As of March 31, 2010 Rs.424.49 million has been contributed in equity capital and reserves (except profit
and loss). Rs.250.00 million will be secured through debt financing and Rs.921.00 million will be financed through
internal accruals and deposits. As of March 31, 2010, we have received sanctions for secured debt financing of
Rs.96.30 million. The total capital incurred (defined as total assets including current assets less current liabilities less
cash and bank balances) on these projects as on March 31, 2010 was Rs.466.18 million. We expect to complete the
project by December 2012.

Treasure Town and Treasure Vihar, Indore (Rangawasa)

We are currently developing a Treasure Town and a Treasure Vihar in Indore at Rangawasa, which is expected to
comprise a total of 4.88 million square feet of Developable Area across both of the projects. As per the project-
specific SPV shareholders‟ agreement, we will hold a 51.00% equity interest in Wanderland Real Estates Private
Limited, the project-specific SPV that is implementing the projects, with the balance being held by various real
estate investors.

As of March 31, 2010, we have received advance bookings for the sale of 0.39 million square feet, which represents
approximately 7.99% of the total Developable Area of the two projects.

The land for the projects have been acquired by Wanderland Real Estates Private Limited and it is currently
submitting applications for permits commensurate with the stage of development and construction, including
environmental clearance, town and country planning approval and construction permission from Indore Municipal
Corporation.

We expect that the total development costs (including land and construction costs) for these projects will be
Rs.4,986.00 million, of which Rs.500.00 million will be contributed to the project-specific SPV in the form of
equity. As of March 31, 2010, Rs.5.25 million in equity capital and reserves (except profit and loss) and Rs.449.31
million in unsecured debt financing have been contributed to the project-specific SPV. Rs.250.00 million will be
secured through debt financing and Rs.4,236.00 million will be financed through internal accruals and deposits. As
of March 31, 2010, we have not sought sanctions for secured debt financing. The total capital incurred (defined as
total assets including current assets less current liabilities less cash and bank balances) on these projects as of March
31, 2010 was Rs.489.58 million. We expect to complete the project by December 2013.

Forthcoming Projects

Our Forthcoming Projects include a retail and hospitality project, Treasure Island- Thiruvananthapuram, and two
residential township projects, Treasure Town and Treasure Vihar projects in Indore (at Kanadia) and Raipur (at
Samta Colony), in which our Company will hold an interest through its subsidiaries and project-specific SPVs. The
following table provides key information with respect to these Forthcoming Projects:

Project Developable Estimated Approximate Our Equity Our Estimated


Area (in Leaseable/Saleable Project Cost Interest in the Equity Completion
million Area (in million (Rs. in Project- Interest in Date
square feet) square feet)* millions) Specific SPV as the
per Project-
Shareholders‟ Specific
Agreement SPV as of
March 31,
2010#
Treasure Island - 0.87 0.75 1,452.00 100.00% 100.00% September
Thiruvananthapuram 2012

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Project Developable Estimated Approximate Our Equity Our Estimated
Area (in Leaseable/Saleable Project Cost Interest in the Equity Completion
million Area (in million (Rs. in Project- Interest in Date
square feet) square feet)* millions) Specific SPV as the
per Project-
Shareholders‟ Specific
Agreement SPV as of
March 31,
2010#
Treasure Town and 2.26 2.26 2,016.00 100.00% 99.99% June 2013
Treasure Vihar -
Indore (Kanadia)

Treasure Town and 1.93 1.93 1,950.00 33.33% 33.33% October


Treasure Vihar – 2013
Raipur (Samta
Colony)

*The estimated Leaseable/Saleable Area included in this table has been estimated by us on a best case basis and may change. See “Risk Factors
- The estimated total Developable Area and Leaseable or Saleable Areas with respect to our Ongoing Projects and Forthcoming Projects are
based on existing real estate regulations and current development plans, and may differ from the actual total Leaseable or Saleable Area once
these projects are complete” on page xxvii of this Draft Red Herring Prospectus.
# Based on funds contributed to the project-specific SPV as of March 31, 2010.

Treasure Island-Thiruvananthapuram

We plan to develop a Treasure Island in Thiruvananthapuram, which is expected to comprise 0.87 million square
feet of Developable Area and 0.75 million square feet of Leaseable Area in the center of Thiruvananthapuram. As
per the project-specific SPV shareholders‟ agreement, we will hold a 100.00% equity interest in Annapoorna
Entertainment World Developers Private Limited, the project-specific SPV that is implementing the project.

The land for this project has been acquired by Annapoorna Entertainment World Developers Private Limited and we
plan to submit applications for permits commensurate with the stage of development and construction, including
environmental clearance, town and country planning approval and construction permission in October 2010.

We expect that the total development costs (including land and construction costs) for this project will be Rs.1,452
million, of which we expect Rs.536.00 million will be contributed to the project-specific SPV in the form of equity.
As of March 31, 2010, Rs.0.20 million in equity and Rs.402.89 million in unsecured debt financing have been
contributed to the project-specific SPV. Rs.777.00 million will be secured through debt financing and Rs.139.00
million will be financed through internal accruals and security deposits. As of March 31, 2010, we have not sought
secured debt financing. The total capital incurred (defined as total assets including current assets less current
liabilities less cash and bank balances) on this project as on March 31, 2010 was Rs.401.89 million. We expect to
complete the project by September 2012.

Treasure Town and Treasure Vihar, Indore (Kanadia)

We plan to develop a Treasure Town and a Treasure Vihar in Indore at Kanadia, which is expected to comprise a
total of 2.26 million square feet of Developable Area across both of the projects. As per the project-specific SPV
shareholders‟ agreement, we will hold a 100.00% equity interest in Treasure World Developers Private Limited, the
project-specific SPV that is implementing the projects.

The land for the projects have been acquired by Treasure World Developers Private Limited and its subsidiaries,
Entertainment World Developers Amritsar Private Limited, Chandigarh Entertainment World Private Limited and
Jodhpur Entertainment World Developers Private Limited, and we plan to submit applications for permits
commensurate with the stage of development and construction, including environmental clearance, town and
country planning approval and construction permission from Indore Municipal Corporation in October 2010.

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We expect that the total development costs (including land and construction costs) for these projects will be
Rs.2,016.00 million, of which we expect Rs.462.00 million will be contributed to the project-specific SPV in the
form of equity capital and reserves (except profit and loss). Rs.250.00 million will be secured through debt financing
and Rs.1,304.0 million will be financed through internal accruals and deposits. As of March 31, 2010, we have not
sought debt financing. The total cost incurred on these projects as on March 31, 2010 was Rs.461.54 million. The
following table shows the total cost incurred on this project (defined as total assets including current assets less
current liabilities less cash and bank balances) as on March 31, 2010 by Treasure World Developers Private Limited
and its subsidiaries, Entertainment World Developers Amritsar Private Limited, Chandigarh Entertainment World
Private Limited and Jodhpur Entertainment World Developers Private Limited towards this project:
Project Specific SPVs Cost incurred as of March 31, 2010 (Rs. In
Millions)
Treasure World Developers Private Limited 178.23
Entertainment World Developers Amritsar Private Limited 70.31
Chandigarh Entertainment World Private Limited 104.52
Jodhpur Entertainment World Developers Private Limited 108.48

We expect to complete the project by June 2013.

Treasure Town and Treasure Vihar, Raipur (Samta Colony)

We plan to develop a Treasure Town and a Treasure Vihar in Raipur at Samta Colony, which is expected to
comprise a total of 1.93 million square feet of Developable Area across both of the projects. As per the project-
specific SPV shareholders‟ agreements, we will hold a 33.33% equity interest in Ramayana Realtors Private Limited
and 33.33% equity interest in Picasso Developers Private Limited, respectively, the project-specific SPVs that are
implementing the projects, with the balance being held by PML, Sharyans Resources Limited, Pantaloon Fashion
Limited and Kishore M. Gandhi and others.

The land for the projects have been acquired by Ramayana Realtors Private Limited and Picasso Developers Private
Limited and we plan to submit applications for permits commensurate with the stage of development and
construction, including environmental clearance, town and country planning approval and construction permission
from the Raipur Town and Country Planning Department in August 2010.

We expect that the total development costs (including land and construction costs) for these projects will be
Rs.1,950.00 million, of which we expect Rs.417.00 million will be contributed to the project-specific SPVs in the
form of equity. As of March 31, 2010, Rs.161.89 million in equity capital and reserves (except profit and loss) and
Rs.33.76 million in unsecured debt financing have been contributed to the project-specific SPVs. Rs.250.00 million
will be secured through debt financing and Rs.1,283.00 million will be financed through internal accruals and
deposits. As of March 31, 2010, we have not sought secured debt financing. The total capital incurred (defined as
total assets including current assets less current liabilities less cash and bank balances) on these projects as of March
31, 2010 was Rs.353.28 million. We expect to complete the project by October 2013.

Retail Properties Lease Structure

We typically enter into three types of lease arrangements with our tenants for our retail properties, fixed-price leases,
fixed-or-percentage of sales leases and percentage of sales leases.

Fixed-price lease. In a typical fixed price lease, a tenant pays rent at a specified price, monthly, for a fixed duration.
The rent a tenant pays is determined using a combination of assessing the prevailing market lease rates of the
shopping center‟s location along with an assessment of the tenant‟s ability to pay the proposed rental rates. All of
our fixed price leases are subject to an industry standard escalation rental increase clause at pre-determined intervals
during the term of the lease.

Fixed-or-percentage of sales lease. A fixed-or-percentage of sales lease, is an arrangement whereby a tenant pays a
base rental fee or additional rental fee based upon a percentage of its sales (whichever is higher); this percentage is

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calculated from the sales made by a tenant on its leased space, at the end of each month of the lease period. The base
rent is typically arrived at by taking into account the ongoing market lease rate for the space which a tenant intends
to occupy and its brand (which is determined by assessing its gross margins, operational expenditure and capital
expenditure levels). For example, if a tenant‟s percentage of sales paid as rental fees is high, the tenant will typically
receive a larger discount on its base rent. If a tenant pays a low percentage of its sales as rental fees, its base rent will
typically be higher.

Percentage of sales lease. The rental fee paid to us under percentage of sales leases are based entirely on the
tenant‟s sales, which is calculated from the sales made by the tenant on its leased space, at the end of each month of
the lease period. This percentage is typically arrived at by analyzing the tenant‟s business category (which is
determined by the sales volume and margin structure of a tenant), the tenant‟s brand (which is determined by
assessing its gross margins, operational expenditure and capital expenditure levels) and the tenant‟s trading density
(which is determined by the ability of the tenant to absorb our rental rates).

As of March 31, 2010, approximately 68.00% of our tenants were on fixed-price leases. The trend in the Indian
retail industry over the past year has been to move towards fixed-or-percentage of sales leases and percentage of
sales leases, which we expect to continue. Over the long term, we expect that the level of retail property tenant sales
will become the most important determinant of revenues of a retail property because a tenant‟s retail sales will
determine the amount of rent, percentage of rent and recoverable expenses (together, the “total occupancy costs”)
that shopping center tenants will be able to afford to pay. In addition, levels of retail property tenant sales can be
considerably more volatile in the short run than total occupancy costs, and may be affected significantly, by the
success or lack of success of a small number of tenants or a single tenant. We believe that the ability of tenants to
pay occupancy costs and earn profits over long periods of time increases as sales per square foot increase, whether
through inflation or real growth in consumer spending. Therefore, under our fixed-or-percentage of sales leases and
percentage of sales leases our tenants‟ sales directly affects the amount of rent we receive under such leases, which
in turn affects our results of operations and financial condition.

We monitor our retail tenants sales who are on fixed-or-percentage of sales leases and percentage of sales leases
through our WIN CORE sales tracking system, which connects to our tenants‟ point of sale terminals. This system
tracks the sales of our tenants which provides us and our tenants with real-time sales data and assists us in
calculating a tenant‟s rent, footfalls, average amount spent and shopper‟s preferences.

Hospitality Properties Lease Structure

We typically enter into fixed-plus-percentage of sales leases for a period of approximately 29 years with our
hospitality tenants for the hotels we develop. The hotel operator pays a base rental fee for the hotel and additional
rental fee based upon a percentage of its sales (usually limited to a specific segment of the hotel‟s business, such as
food and beverage); this percentage is calculated from the sales made by the hotel, at the end of each month of the
lease period. Furthermore, in certain circumstances, if the hotel achieves a certain revenue threshold from its hotel
room bookings, we are entitled to receive 35.00% of the incremental revenue achieved over and above the threshold
level. The base rent is typically arrived at by taking into account the ongoing market lease rate for the hotel. The
percentage of sales we negotiate as a rental fee on fixed-plus-percentage of lease arrangements varies between hotel
operators and depends on various factors including the hotel operator‟s business model and brand.

The Real Estate Development Process

Land identification and acquisition of ownership interests or development rights

To identify land acquisition and development opportunities, we focus on the consumption patterns in the city in
which we are considering developing a project, and whether the consumption patterns of the residents of that city
justify the acquisition and development cost. We also consider whether we will be an early-mover in that city and
whether the proposed project site is located within the city center. In addition, we focus on identifying development
opportunities in fast growing and emerging cities where we believe there is significant growth potential.

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We have a dedicated team that analyzes and monitors these parameters, as well as industry economics, property
market trends and government policies. We also use the feedback we receive from customers, along with our
relationships with property consultants, constructors, sub-contractors and suppliers, to assess future market demand
and industry outlook. We also undertake extensive market research to identify potential cities where projects can be
launched. This exercise helps us to identify market competition in these locations and assists us in determining the
most appropriate retail mix. After we have identified a potential development site, we evaluate and estimate the
costs which will be incurred for the development of the project. This process is jointly undertaken by our
engineering department and our team which identified the land.

Prior to undertaking each project, we conduct due diligence and assessment exercises in relation to immovable
properties and financial viability of the project. Once we have identified a plot that may be suitable for development,
our local lawyers undertake due diligence investigations in respect of land we desire to develop, including a review
of land records, planning records and ownership records, and publish a notice in newspapers soliciting objections
from persons claiming ownership of the land. Assuming that our investigations show no significant problems with
the identified land, we enter into negotiations pursuant to which we enter into a preliminary agreement with the
landowners to acquire the land. Formal conveyance of land by the seller (at which time stamp duty becomes
payable), for acquisitions of land, is completed shortly before construction is due to start and after all requisite
governmental consents and approvals have been obtained.

Obtaining consents, authorizations and approvals

Once we have identified and entered into an agreement to acquire title to the land, we seek requisite governmental
and regulatory consents, sanctions, authorizations and approvals, including site plan, development plan and
environmental approvals. We have considerable experience in working with governmental and regulatory authorities
to obtain such approvals. This experience has given us a good understanding of the regulatory regime in which we
operate, thereby enabling us to obtain requisite approvals on a timely basis and to obtain approval for the project of
the maximum permitted square footage given for the size of each plot.

Project development and execution

We generally finance the commencement of our projects with equity contributions from our shareholders, security
deposits from customers, internally generated funds from sales revenues, unsecured loans and bank borrowings
secured by the particular project for which funds are being borrowed. Our planning and development team models
the procurement process in conjunction with our finance and accounting teams in order to precisely budget for the
project and assist our sales and marketing team with pricing the project. During this stage, contractors will be
selected, usually through an open tender process. Materials procurement contracts are entered into between our
contractor and the suppliers and large scale equipment such as bulldozers are provided by third party building
contractors. We generally engage our subsidiaries, TWDPL, Intesys and TMEP and other contractors with whom we
have worked on previous developments. In some cases we may enter into turnkey contracts with contractors. These
contracts involve not only construction but also the outsourcing of procurement of the raw materials and labor to
such contractors. In such cases, we still undertake necessary project management and ensure that the execution by
such contractors meets our required standard operating procedures to ensure the uniformity and quality of our
developments.

We typically staff each of our projects with an on-site project manager, civil engineers, surveyors, quality control
officers, sales and marketing personnel, finance and accounting personnel, IT personnel, legal personnel, human
resources personnel and inventory control officers. Our personnel retain all on-site project management and
oversight roles, while construction services are provided.

Marketing, including sales or leasing, and post-completion

With respect to our retail developments, our sales and marketing department is responsible for leasing out the entire
development. Our in-house team approaches this task from the retailer‟s perspective. A viability study is prepared
for key prospective anchor tenants, which includes a summary of the consumption patterns of the city‟s residents
and the projected sales volume of the prospective tenant. This viability study helps us to support our proposed lease

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rates. The following table identifies our anchor tenants and the amount of square feet leased (including letters of
intent) by each such anchor tenant in our shopping centers as of March 31, 2010.

Name Number of Gross Leaseable Area Gross Leaseable Area Total Gross Leaseable
Anchor Stores Leased by Anchor Leased by Anchor Area Occupied by
(square feet) (square feet) 1 Anchor (square feet)
Completed Projects Ongoing Projects
Big Bazaar 4 83,687 103,496 187,183
(Pantaloon)
Central 1 213,064 - 213,064
(Pantaloon)
Stellar 1 11,570 - 11,570

E-zone 1 11,451 - 11,451


(Pantaloon)
Pantaloon 2 33,642 31,387 65,029

Spencers 1 - 39,495 39,495

Next 1 8,141 - 8,141

Max 2 32,166 71,840 104,006

Gitanjali 6 9,047 112,878 121,925

Fashion Yatra 1 10,289 - 10,289

Multiplex

PVR 5 53,400 130,289 183,689

FUN 1 - 46,420 46,420

Adlabs 1 - 63,600 63,600

Treasure 7 269,089 - 269,089


Showcase

Total 34 735,546 599,405 1,334,951


1
Includes Letter’s of Intent signed, as of March 31, 2010

Units in our retail developments (not including hotel space, which we pre-lease prior to completion), are leased
around the time of completion of the development. In connection with perpetual leases, we may require that
customers pay advances on the purchase price at the time of entering into the long-term lease agreement.

With respect to residential township projects, our sales and marketing department is responsible for procuring
customers for the units in our developments. Most of our units are sold through word of mouth, but if required, we
market our units through marketing initiatives such as advertisements in newspapers, the internet and billboards,
launch events and corporate presentations. We also engage the services of real estate brokers and selling agents in
connection with the sale of our residential developments. We seek to foster good relations with our customers. In

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each of our residential developments, we provide our customers with a pre-occupancy inspection accompanied by
our site engineers.

With the exception of hotel developments, we manage all of our properties.

Insurance

We maintain insurance coverage with Indian insurers, such as the New India Assurance Company and
Cholamandalam General Insurance. The insurance that we procure varies with respect to each project and generally
includes coverage for fire and allied perils, contractors‟ all-risk protection and third party liability. We also maintain
insurance coverage for theft from the New India Assurance Company for the products at our Treasure Showcase
outlets. Our operations are subject to hazards inherent in the real estate industry which may cause various losses or
liability and such losses or liability may not be adequately covered by our insurance policies. See “Risk Factors -
Our insurance coverage may not adequately protect us against certain risks to or claims by our employees, and we
may be subject to losses that might not be covered in whole or in part by existing insurance coverage” on page xxix
of this Draft Red Herring Prospectus.

Competition

The real estate development industry in India, while fragmented and regionalized, is highly competitive. We face
competition from various Indian commercial and retail real estate development companies and shopping centers. In
our retail real estate business we currently face competition from local developers in the cities in which we operate.
In our residential real estate business we currently face competition from Omaxe Limited, Sahara Prime City
Limited, the DLF Group and Parsvnath Developers Limited.

Given our strategy of expanding our business activities in other fast growing and emerging cities, we expect that we
will face competition in the future from various Indian commercial and retail real estate investment and
development companies with significant operations in India. Given the fragmented nature of the real estate
development industry, we often do not have adequate information about the projects our competitors are developing
and accordingly, we run the risk of underestimating supply in the market. Although we intend to focus on fast and
emerging cities where we believe we have an early-mover advantage, we face the risk that some of our competitors,
who are also engaged in real estate development, may be better known in these markets, enjoy better relationships
with land owners and international or domestic joint venture partners, gain early access to information regarding
attractive parcels of land and be better placed to acquire such land. We and certain of our tenants compete with other
retail distribution channels, including department stores and shopping centers, in attracting customers. Moreover, we
compete with an increasing number of commercial real estate developers. In our hotel business, we will compete
with other hotels and service apartments operating in the neighborhood where the hotels are located. Increasing
competition could result in price and supply volatility, which could cause our business to suffer. We may also face
competition in the future from certain foreign real estate development companies operating in India or which may in
the future enter the Indian market.

Employees

As of March 31, 2010, we had 557 employees. Out of these employees, we had 27 employees in engineering, 50 in
accounting and finance, 11 in architecture and design, 65 in shopping center operations and maintenance, 26 in
procurement, 120 in projects, 37 in sales and marketing and others in legal, human resources, administration and
information systems. We believe that a skilled and motivated employee base is essential to maintain our competitive
advantage. None of our employees are represented by any labor or workers‟ unions. We believe that we have good
relations with our employees. Since 1999, when we began our real estate development operations, we have not
experienced any work stoppages or strikes.

Environment, Health and Safety

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We believe that we are generally in compliance with applicable environmental laws and regulations. We are not
currently a party to any environmental proceedings which, if adversely determined, would reasonably be expected to
have an adverse effect on our financial condition or results of operations.

We are committed to complying with applicable health, safety and environmental legislations and other
requirements in our operations. To ensure the effective implementation of our practices, we seek to identify at every
project all potential hazards at the beginning of our work on a project, evaluate the associated risks and institute and
monitor appropriate controls and risk mitigation methods.

We believe that all accidents and occupational health hazards can be prevented through systematic analysis and
control of risks. We encourage our employees to work constantly and proactively towards eliminating or minimizing
the impact of hazards to people and the environment. We encourage the adoption of occupational health and safety
procedures as an integral part of our operations.

Intellectual Property

EWDPL has been registered by us as a trademark under Class 35, 36, 37, 41 and 42 of the Trademark Act, 1999.
The trademarks “TREASURE”, “TREASURE MARKET CITY”, “TREASURE ISLAND”, “TREASURE TOWN”
and “TREASURE BAZAR” and their associated logos are owned by us, and we are the registered owner of the
trademarks. We have applied for registration of other various marks that we use in our business, including “Treasure
Vihar.”

Properties

Our registered office is located at G-16, R. R. Hosiery Building, Shree Laxmi Woolen Mills, Opp. Shakti Mills
Compound, Off. Dr. E. Moses Road, Mahalaxmi, Mumbai 400 011 and our corporate office is located at 6th Floor,
Treasure Island, 11, M.G. Road, Tukoganj, Indore 452 001, which are owned by us.

Land Reserves

The table below provides certain details of our Land Reserves and estimated Developable Area and
Leasable/Saleable Area as of June 15, 2010:

S. Land Reserves Acreage % of Estimated % of Estimated % of


No (Category wise) (in total Developable Developable Leasable/Saleable Leasable/Saleable
acres) acreage Area Area Area (million sq. Area
(million ft.)
sq.ft.)
(i) Land owned by the
Company
1. By itself 0 0.00 0.00 0.00 0.00 0.00
2. Through its 10.13 1.73 1.52 6.12 1.06 4.79
Subsidiaries
3. Through entities 568.85 97.40 22.30 89.77 20.31 91.86
other than (1) and (2)
above
(ii) Land over which the
Company has sole
development rights
1. Directly by the 0 0.00 0.00 0.00 0.00 0.00
Company
2. Through its 2.76 0.47 0.37 1.49 0.29 1.31
Subsidiaries
3. Through entities 0 0.00 0.00 0.00 0.00 0.00
other than (1) and (2)

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S. Land Reserves Acreage % of Estimated % of Estimated % of
No (Category wise) (in total Developable Developable Leasable/Saleable Leasable/Saleable
acres) acreage Area Area Area (million sq. Area
(million ft.)
sq.ft.)
above
(iii) Land held through
memoranda of
understanding/
agreements to
acquire/ letters of
acceptance and/ or
through agreements
to which its Group
Companies are
parties, of which:
1. Land subject to 0 0.00 0.00 0.00 0.00 0.00
government
allocation
2. Land subject to 2.30 0.39 0.65 2.62 0.45 2.04
private acquisition
(A) Sub-total 584.03 100.00 24.84 100.00 22.11 100.00
(i)+(ii)+(iii):
Joint developments
with partners
(iv) Land for which joint
development
agreements have
been entered into by:
1. By the Company 0 0.00 0.00 0.00 0.00 0.00
directly
2. Through the 0 0.00 0.00 0.00 0.00 0.00
Subsidiaries
3. Through entities 0 0.00 0.00 0.00 0.00 0.00
other than (1) and (2)
above
(v) Proportionate 0 0.00 0.00 0.00 0.00 0.00
interest in lands
owned indirectly by
the Company through
joint ventures
(B) Sub-total (iv)+(v): 0.00 0.00 0.00 0.00 0.00 0.00
(C) Total 584.03 100.00 24.84 100.00 22.11 100.00
(i)+(ii)+(iii)+(iv)+(v):

(i) Land Owned by us

Land reserves that we own comprise lands for which sale deeds and other instruments including long-term
lease deeds have been executed and registered in our favour. As of June 15, 2010, the total land owned by
us directly and by our Subsidiaries and other related entities was approximately 578.98 acres representing
99.13% of our total land reserves. Of this, approximately 10.13 acres, representing 1.73% of the land
reserves, is owned through our Subsidiaries. See “Risk Factors - We face uncertainty of title to properties
owned by us or project-specific SPVs that will develop our projects” on page xxii of this Draft Red Herring
Prospectus.

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(ii) Sole Development Rights

As of June 15, 2010, we had been granted sole development rights in respect of approximately 2.76 acres of
land. We acquire sole development rights by entering into agreements with parties having ownership or
other interests over the land. Certain parties granting us development rights may have not yet acquired
ownership rights or title in respect of land that we have categorised as part of our land reserves. As of June
15, 2010, land on which we have been granted sole development rights comprised approximately 0.47% of
our land reserves. Under our agreements relating to sole development rights, upon completion of the
development, we either acquire (a) right, title and interest over 100% of the total developed area of the land
or (b) right, title and interest over a specified proportion of the total developed area of the land or a
specified portion of the gross or net revenue generated from the developed project.

(iii) MoUs/ Agreements to Sell and Purchase/ Letters of Acceptance

As of June 15, 2010, we had been granted rights to acquire and/or develop approximately 2.30 acres of land
pursuant to MoUs/agreements to sell and purchase/letters of acceptance. These land reserves are all subject
to private acquisition and none of our lands are subject to government allocation. These also include land
held by us on the basis of long term lease for a period of 30 years. We generally enter into
MoUs/agreements to sell and purchase/letters of acceptance to acquire and/or develop identified lands.
These MoUs/agreements to sell and purchase/letters of acceptance are expected to be followed by the
execution of definitive agreements, such as sale or lease deeds. At the time of execution of the agreements
to sell and purchase or MoUs for acquisition of land, we make payments of a portion of the total
consideration for the land. Sale or conveyance deeds for such lands are executed after we have conducted
satisfactory due diligence and/or obtained approvals and/or paid the remaining consideration for such land.
At the time of entering into agreements to sell and purchase or MoUs for land to be acquired and/or
developed by us, the vendors or parties seeking to grant us development rights may not have ownership or
title over such land or may have created encumbrances over such land.

(iv) Joint Development Agreements

Under the joint development agreements that we have entered into, the counterparty is typically a land
owner or a person with development rights to the land who grants us permission to develop and sell our
portion of the developed plot in one or several parts but does not convey the title of the land to us. We are
generally required to pay a refundable or non-refundable deposit to the owner of the land and are entitled to
an agreed share of the revenue from the land subject to any restrictions placed on us by the terms of the
agreements entered into. We do not have any land through joint development arrangements.

(v) Joint Venture Arrangements

We do not own any land through joint venture arrangements.

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REGULATIONS AND POLICIES

The following description is a summary of certain laws and regulations, which are relevant for the business. The
information detailed in this chapter has been obtained from publications available in the public domain. The
regulations set out below may not be exhaustive, and are only intended to provide general information to the
investors and are neither designed nor intended to be a substitute for professional legal advice.

We are engaged in business of the development, management, maintenance, selling and leasing of shopping malls,
hospitality, residential, multiplexes, mixed use complexes and commercial, acquisition, office. Since the business of
the Company involves the acquisition of land and land development rights, we are governed by a number of Central
and State legislations regulating substantive and procedural aspects of the acquisition of, and transfer of land as well
as town and city planning. For the purposes of executing the projects, we may be required to obtain licenses and
approvals depending upon the prevailing laws and regulations applicable in the relevant State and/or local governing
bodies such as the Municipal Corporation, the Fire Department, the Environmental Department, the City Survey
Department and the Collector. For details of such approvals, see “Government Approvals” on page 295 of this Draft
Red Herring Prospectus. Additionally, the projects require, at various stages, the sanction of the concerned
authorities under the relevant Central and State legislations and local byelaws.

PROPERTY RELATED LAWS

Central Laws

The Urban Land (Ceiling and Regulation) Act, 1976 (the “Urban Land Ceiling Act”)

The Urban Land Ceiling and Act, prescribes the ceiling on acquisition of vacant urban land by a single entity. It has
however been repealed in some states by the Urban Land (Ceiling and Regulation) Repeal Act, 1999. In states where
the urban land ceiling law is still operative, there are restrictions on the purchase of large areas of land.

The Land Acquisition Act, 1894 (the “Land Acquisition Act”)

Land holdings are subject to the provisions of the Land Acquisition Act which provides for the compulsory
acquisition of land by the Central Government or appropriate State Government for public purposes, including
planned development and town and rural planning. However, any person having an interest in such land has the right
to object to such compulsory acquisition and has the right to compensation. Some states have their own land
acquisition statutes.

Transfer of Property Act, 1882 (the “TP Act”)

The TP Act establishes the general principles relating to transfer of property in India and governs the transfer of
immovable property, except agricultural land. It forms a basis for identifying the categories of property that are
capable of being transferred, the persons competent to transfer property, the validity of restrictions and conditions
imposed on the transfer and the creation of contingent and vested interest in the property. The TP Act also provides
for the rights and liabilities of the vendor and purchaser in a transaction of sale of land.

Registration Act, 1908 (the “Registration Act”)

The Registration Act has been enacted with the objective of providing public notice of the execution of documents
affecting, inter alia, the transfer of interest in immoveable property. The purpose of the Registration Act is the
conservation of evidence, assurances, title, publication of documents and prevention of fraud. It details the
formalities for registering documents. Section 17 of the Registration Act identifies documents for which registration
is compulsory and includes, among other things, any non-testamentary instrument which purports or operates to
create, declare, assign, limit or extinguish, whether in present or in future, any right, title or interest, whether vested
or contingent, in any immovable property of the value of one hundred rupees or more, and a lease of immovable
property for any term exceeding one year or reserving a yearly rent. A document will not affect the property
comprised in it, nor be treated as an evidence of any transaction affecting such property (except as evidence of a
contract in a suit for specific performance or as evidence of part performance under the TP Act or as collateral),

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unless it has been registered. Further, registration of a document does not guarantee title of land. The amount of fees
under the Registration Act for the purpose of registration, vary from State to State.

The Indian Stamp Act, 1899 (the “Stamp Act”)

Stamp duty is payable on instruments evidencing a transfer or creation or extinguishment of any right, title or
interest in immoveable property. Stamp duty needs to be paid on all instruments specified under the Stamp Act at
the rates specified in the schedules to the Stamp Act. Certain states in India have enacted their own legislation in
relation to stamp duty, while other states have amended the Stamp Act, as per rates applicable to in the State.
Instruments chargeable to duty under the Stamp Act, which are not duly stamped, are incapable of being admitted in
court as evidence of the transaction contained therein and it also provides for impounding of instruments that are not
sufficiently stamped or not stamped at all.

The Indian Easements Act, 1882 (the “Easements Act”)

The law relating to easements is governed by the Easements Act An easement is a right which the owner or occupier
of land possesses for the beneficial enjoyment of that land and which permits him to do or to prevent something
from being done, in or upon, other land not his own. Under the Easements Act, a license is defined as a right to use
property without any interest in favour of the lessee. The period and incident may be revoked may be provided in the
license agreement entered in between the licensee and the licensor.

Laws for classification of land user

Usually, land is broadly classified under one or more categories, such as residential, commercial or agricultural.
Land classified under a specified category is permitted to be used only for such specified purpose. In order to use
land for any other purpose, the classification of the land may need to be changed in the appropriate land records by
making an application to the relevant municipal or land revenue authorities. In addition, some State governments in
India have imposed various restrictions, which vary from State to State, on the transfer of property within such
states.

Development of Agricultural Land

The acquisition of land is regulated by State land reform laws, which prescribe limits up to which an entity may
acquire agricultural land. Any transfer of land which results in the aggregate land holdings of the acquirer in the
State to exceed this ceiling is void, and the surplus land is deemed, from the date of the transfer, to have been vested
in the State government free of all encumbrances.

When local authorities declare certain agricultural areas as earmarked for non-agricultural use such as, townships
and commercial complexes, agricultural lands may be acquired by different entities for development. After
obtaining a conversion certificate from the appropriate authority with respect to a change in use of the land from
agricultural to non-agricultural, the ceilings referred to above will not be applicable. While granting licenses for
development of townships, the authorities generally levy proportional development charges for the provision of
services such as laying down of main lines, drainage, sewerage, water supply and electricity, where the authority is
carrying out the same. Such licenses require approvals of layout plans for development and building plans for
construction activities.

Land use planning

Land use planning and its regulation, including the formulation of regulations for building construction, form a vital
part of the urban planning process. Various enactments, rules and regulations have been made by the Central
Government, concerned State governments and other authorised agencies and bodies such as the Ministry of Urban
Development, State land development and/or planning boards, local municipal or village authorities, which deal
with the acquisition, ownership, possession, development, zoning, planning of land and real estate. All relevant
applicable laws, rules and regulations have to be taken into consideration by any person or entity proposing to enter
into any real estate development or construction activity in this sector in India.

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Building Consents

Each State and city has its own set of laws, which govern planned development and rules for construction (such as
floor area ratio or floor space index limits). The various authorities that govern building activities in states are the
Town and Country Planning Department (the “TCPD”), municipal corporations and the Urban Arts Commission.
Any application for undertaking any construction or development activity has to be made to the TCPD, which is a
State level department engaged in the physical planning of urban centres and rural areas in the State.

The municipal authorities regulate building development and construction norms. For example, building plans are
required to be approved by the relevant municipal authority. The Urban Arts Commission advises the relevant State
Government in the matter of preserving, developing and maintaining the aesthetic quality of urban and
environmental design in some states and also provides advice and guidance to any local body with respect to
building or engineering operations or any development proposal which affects or is likely to affect the skyline or the
aesthetic quality of the surroundings or any public amenity provided therein.

Under certain State laws, the local body, before it accords its approval for building operations, engineering
operations or development proposals, is obliged to refer all such operations to the Urban Arts Commission and seek
its approval for the project. Additionally, certain approvals and consents may also be required from various other
departments, such as the Fire Department, the Airports Authority of India and the Archaeological Survey of India.

Urban Development Laws

State legislations provide for the planned development of urban areas and the establishment of regional and local
development authorities charged with the responsibility of planning and development of urban areas within their
jurisdiction. Real estate projects have to be planned and developed in conformity with the norms established in these
laws and regulations made there under and require sanctions from the government departments and developmental
authorities at various stages.

STATE LAWS

Madhya Pradesh

The Madhya Pradesh Housing Development Board Act, 1972 (the “Madhya Pradesh Housing Development
Board Act”)

The Madhya Pradesh Housing Development Board Act provides for the incorporation and regulation of housing
boards in Madhya Pradesh for the purpose of taking measures to deal with and satisfying the need of housing
accommodation. The Madhya Pradesh Housing Development Board Act also includes provisions regarding conduct
of business of board and its committees, the powers of housing board and its chairman.

The Madhya Pradesh Nagar Tatha Gram Nivesh Rules, 1975 (the “Madhya Pradesh Nagar Tatha Gram Nivesh
Rules”)

The Madhya Pradesh Nagar Tatha Gram Nivesh Rules have provisions regarding regional planning, control,
development and use of land. The Madhya Pradesh Nagar Tatha Gram Nivesh Rules also provide for provisions
regarding constitution and functioning town and country development authority.

The Madhya Pradesh Land Development Rules, 1984 (The “LD Rules”)

The LD Rules provide for authorities and powers of land development officers, development of plans and powers of
land development officers in case of violation of land development plans. The LD rules also include provisions
relation to inspection of premises.

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The Madhya Pradesh Griha Nirman Mandal Regulations, 1998 (the “Griha Nirman Regulations”)

The Griha Nirman Regulations provide for provisions regarding appointment, promotion, grant or leave and
punishment of officers and servants of the housing development board. The GNM Regulations also provide for
powers of chairman, housing commissioner and other officers of the board and appointment and functions of
committees.

Guidelines for Joint Venture Projects (the “Joint Venture Guidelines”)

According to the guidelines for Joint Venture projects, in order to meet the basic urban infrastructure requirements,
the Madhya Pradesh Housing Board, in addition to its own efforts, may enter into joint venture partnership with
private developers and landowners for housing schemes or other commercial / infrastructure projects including
swimming pools, fitness clubs, family entertainment centers, multiplexes-shopping malls / hotels etc. and other
educational and health related projects and other similar projects related to housing and other needs of the
population. The JV Guidelines provide basic framework regarding terms and conditions of the aforementioned joint
venture partnerships.

Labour Laws

The employment of construction workers is regulated by a wide variety of generally applicable labour laws. The
company is required to comply with the provisions of the Employee Provision Fund and Miscellanies Provision Act,
1952, the Payment of Gratuity Act, 1972, the Employee State Insurance Act, 1948, the Contract Labour (Regulation
and Abolition) Act, 1970, the Minimum Wages Act, 1948, the Payment of Bonus Act, 1965, the Building and Other
Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996, the Payment of Wages
Act, 1936 and Workmen (Regulation of Employment and Condition of Service) Act, 1979.

Environment Laws

Environmental Regulation

The three major statutes in India, which seek to regulate and protect the environment against pollution, related
activities in India are the Water (Prevention and Control of Pollution) Act 1974, the Air (Prevention and Control of
Pollution) Act, 1981 and the Environment Protection Act, 1986. The basic purpose of these statutes is to control,
abate and prevent pollution. In order to achieve these objectives, Pollution Control Boards (“PCB”) which are
vested with diverse powers to deal with water and air pollution, have been set up in each State. The PCBs are
responsible for setting the standards for maintenance of clean air and water, directing the installation of pollution
control devices in industries and undertaking investigations to ensure that industries are functioning in compliance
with the standards prescribed. These authorities also have the power of search, seizure, and investigation if the
authorities are aware of or suspect pollution.

In addition, the Ministry of Environment and Forests looks into Environment Impact Assessment (“EIA”). The
Ministry receives proposals for expansion, modernisation and setting up of projects and the impact which, such
projects would have on the environment is assessed by the above mentioned Ministry before granting clearances for
the proposed projects.

REGULATIONS REGARDING FOREIGN INVESTMENT

Foreign Investment Regulations

Foreign investment in the real estate sector is regulated by the relevant provisions of the FDI Manual dated
November 2005 (“FDI Manual”), the Foreign Exchange Management (Transfer of Issue of Security by a person
Resident Outside India) Regulations, 2000 (“FEMA Regulations”), and the relevant Press Notes issued by the
Secretariat for Industrial Assistance, Government of India.

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FDI Manual

Item No. 9 of Annexure II to the said FDI Manual outlines the sectoral caps in relation to „Housing and Real Estate‟.
The said annexure specifies the following as activities under the automatic route in which Investment is permitted
only by NRIs:

1. Development of serviced plots and construction of built up residential premises;


2. Investment in real estate covering construction of residential and commercial premises including business
centres and offices;
3. Development of townships;
4. City and regional level urban infrastructure facilities, including both roads and bridges;
5. Investment in manufacture of building materials, which is also open to FDI;
6. Investment in participatory ventures in (1) to (5) above; and
7. Investment in housing finance institutions, which is also open to FDI as an NBFC.

FEMA Regulations

The FEMA Regulations, states that the investment cap in the real estate on the activities in the „Housing and Real
Estate‟ permits investment to the extent of 100% only by NRIs in the following specified areas:

1. Development of serviced plots and construction of built up residential premises;


2. Investment in real estate covering construction of residential and commercial premises including business
centres and offices;
3. Development of townships;
4. City and regional level urban infrastructure facilities, including both roads and bridges;
5. Investment in manufacture of building materials, which is also open to FDI;
6. Investment in participatory ventures in (1) to (3) above; and
7. Investment in housing finance institutions, which is also open to FDI as an NBFC.

However, all other forms of FDI are prohibited in relation to Housing and Real Estate Business.

Consolidated FDI Policy

The law in relation to investment in the real estate sector is provided under the Consolidated FDI Policy.

Under the Consolidated FDI Policy, FDI up to 100% under the automatic route is allowed in „townships, housing,
built-up infrastructure and construction-development projects (which would include, but not be restricted to,
housing, commercial premises, hotels, resorts, hospitals, educational institutions, recreational facilities, city and
regional level infrastructure)‟, subject to the compliance with the following requirements.

(i) Minimum area to be developed under each project is as under:

(a) In case of development of serviced housing plots, a minimum land area of 10 hectares;

(b) In case of construction-development projects, a minimum built up area of 50,000 square meters;
and

(c) In case of a combination project, anyone of the above two conditions would suffice.

(ii) Minimum capitalisation of US$ 10 million for wholly owned subsidiaries and US$ 5 million for joint
ventures with Indian partners. The funds are to be brought in within six months of commencement of
business of the Company.

(iii) Original investment is not to be repatriated before a period of three years from completion of minimum
capitalisation. The investor is to be permitted to exit earlier with prior approval of the Government through
the FIPB. At least 50% of the project must be developed within a period of five years from the date of

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obtaining all statutory clearances. The investor would not be permitted to sell undeveloped plots.

Therefore applicable law only permits investment by an NRI under the automatic route in the „Housing and Real
Estate‟ sector upto 100% in relation to townships, housing, built-up infrastructure and construction-development
projects (which would include, but not be restricted to, housing, commercial premises, hotels, resorts, hospitals,
educational institutions, recreational facilities, city and regional level infrastructure) and additionally permits upto
100 % FDI in the „Housing and Real Estate‟ subject to compliance with the terms provided in the Consolidated FDI
Policy.

105
HISTORY AND CERTAIN CORPORATE MATTERS

Brief History of the Company

The Company is involved in the business of owning, developing, managing and operating urban city shopping
centers, develop and sell large scale residential townships, and own, develop and lease hospitality properties in fast
growing and emerging cities in India (i.e., emerging non-metropolitan cities) under the brand name
“TREASURE”.The Company was incorporated as „R.M.M Construction Private Limited‟ under the Companies Act
and a certificate of incorporation dated July 22, 1999 was issued by Registrar of Companies, Madhya Pradesh at
Gwalior. Consequent upon the conversion of the Company to a public limited company, the name of the Company
was changed to „R.M.M Construction Limited‟ on June 29, 2001. Subsequently, the name of the Company was
changed to „Entertainment World Developers Limited‟ and a fresh certificate of incorporation dated June 29, 2001
was issued by Registrar of Companies, Madhya Pradesh and Chhattisgarh. Consequent upon the conversion of the
Company to a private limited company, on February 28, 2003 the name of the Company was changed to
„Entertainment World Developers Private Limited‟. Further, the name of the Company was changed to „EWDPL
India Private Limited‟ and a fresh certificate of incorporation dated April 5, 2007 was issued by Registrar of
Companies, Maharashtra at Mumbai. Subsequently, a fresh certificate of incorporation dated September 2, 2008 was
issued by the Registrar of Companies, Maharashtra at Mumbai for change of name of the Company to
„Entertainment World Developers Private Limited‟. The name of the Company was further changed to
„Entertainment World Developers Limited‟ consequent upon the conversion of the Company to a public limited
company and a fresh certificate of incorporation dated February 5, 2010 was issued by the Registrar of Companies,
Maharashtra at Mumbai.

The Board of Directors noted in its meeting dated June 11, 2010, that the management of the Company may
consider an amalgamation or merger of TWDPL with the Company after one year from the date of allotment of
equity shares being offered in the Issue. Such amalgamation or merger of TWDPL with the Company will be subject
to applicable laws, regulations and guidelines including laws in relation to foreign investment and any approval of
statutory or regulatory authorities as may be applicable, the approval of shareholders, debenture holders and other
parties as required under applicable laws or any agreements entered into by the Company and TWDPL.

Changes in the Registered Office

The details of changes in the Registered Office are set forth below:

Date of Resolution Changes in the address of Registered Office


August 20, 2004 Change in registered office from 11, Tukoganj, Main Road, Indore 452 001, Madhya
Pradesh to 161, Suniket, Srinagar Extension, Khajrana Main Road, Indore 452 018.
March 19, 2006 Change in registered office from 161, Suniket, Srinagar Extension, Khajrana Main Road,
Indore 452 018, Madhya Pradesh to 5/B, Bharat House, 2 nd floor, 104, Mumbai Samachar
Marg, New BSE, Mumbai 400 023
July 15, 2006(1) Change in registered office from 5/B, Bharat House, 2 nd floor, 104, Mumbai Samachar
Marg, New BSE, Mumbai 400 023, Maharashtra to 5th floor, Phoenix House, Senapati
Bapat Marg, Lower Parel, Mumbai 400 013
July 24, 2008(2) Change in registered office from 5th floor, Phoenix House, Senapati Bapat Marg, Lower
Parel, Mumbai 400 013, Maharashtra to G-16, R. R. Hosiery Building, Shree Laxmi
Woolen Mills, Opp. Shakti Mills Compound, Off. Dr. E. Moses Road, Mahalaxmi,
Mumbai 400 011
(1)
Change in Registered Office with effect from September 1, 2006.
(2)
Change in Registered Office with effect from August 1, 2008.

The changes mentioned above were made to enable greater operational efficiency.

Main Objects of the Company

The main objects as contained in the Memorandum of Association are:

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1. To construct, own, acquire, develop, provide, secure, arrange or deal in or manage, run, hire or let out,
sell or lease Family Entertainment Center or Centers for offering all types of comprehensive Entertainment
facilities and/or multiplex, Cineplex, cinema halls, theatres (open air, close), shops, shopping malls,
shopping junctions, or centers providing comprehensive food and beverages facilities, bars, restaurants,
hotels, food courts, eateries, fast food centers or centers providing cultural activities, music and dance
centers, ballets, pantomime, spectacular pieces, promenade, concerts, circus or centers for offering sports
facilities, bowing alleys, pool and billiards, tables or centers offering other kind of entertainment facilities
such as laser tags, carousals, bumper car, virtual reality, simulator rides and theatres, horror trials, safari
adventures, redemption games etc. or centers for club activities, card room, health club swimming pools,
other sports facilities such as table tennis, badminton, squash etc. or centers providing facilities for
banquet halls, holding parties and reception etc. or execute and develop all the above mentioned facilities
or acquire rights for carrying out franchisee or Indian or Foreign Collaborators in the above areas or to
act as an agent for carrying out all the activities or to offer consultancy services in all the areas and/or join
hands with the collaborators, venture partners to achieve the above objectives or to borrow. Monies or
offer equity for attaining the above objects.

2. To carry on the business of builders, constructors, developers, contractors, or otherwise deal in houses,
land, buildings, sheds, or any other property, to carry on the construction or demolition work of any kind to
purchase or otherwise acquire land, houses, offices, workshops, buildings and premises for the purpose of
aforesaid business to purchase, acquire, take on lease or exchange or in any other lawful manner, any
area, land, building, structures, and to dispose of or maintain the same and to build township, markets, or
other buildings, residential or commercial or conveniences thereon and to equip the same or part thereof
with all or any amenities or conveniences, drainage facility, electric, telephone, television installation and
to deal with the same in any manner whatsoever and buy, advance money to and enter into contracts and
arrangements of all kinds with builders, tenants and others.

The main objects as contained in the Memorandum of Association enable the Company to carry on the business
presently carried out as well as business proposed to be carried out and the activities proposed to be undertaken
pursuant to the Objects of the Issue.

Amendments to the Memorandum of Association

Date of shareholders‟ Nature of Amendment


resolution
June 18, 2001 The object clause of the Memorandum of Association was amended to replace the clause
III A (1) with the following clause:
“To construct, own, acquire, develop, provide, secure, arrange or deal in or manage, run,
hire or let out, sell or lease family entertainment center or centers for offering all types of
comprehensive entertainment facilities and/or multiplex, Cineplex, cinema halls, theatres
(open air, close), shops, shopping malls, shopping junctions or centers providing
comprehensive food and beverages facilities, bars, restaurants, hotels, food courts,
eateries, fast food centers or centers providing cultural activities, music and dance
centers, ballets, pantomime, spectacular pieces, promenade, concerts, circus or centers
for offering sports facilities, bowling alleys, pool and billiards, tables or centers offering
other kind of entertainment facilities such as laser tages, carousals, bumper car, virtual
reality, simulator rides and theatres, horror trials, safari adventures, redemption games,
etc, or centers for club activities, card room, health club swimming pools, other sports
facilities such as table tennis, badminton, squash, etc, or centers providing facilities for
banquet halls, holding parties and reception, etc. or execute and develop all the above
mentioned facilities or acquire rights for carrying out franchisee or Indian or foreign
collaborators in the above areas or to act as an agent for carrying out all the activities or
to offer consultancy services in all the areas and/or join hands with the collaborators,
venture partners to achieve the above objectives or to borrow monies or offer equity for
attaining the above objectives.”
June 18, 2001 Consequent upon the conversion of the Company to a public limited company, the name
of the Company was changed to „R.M.M Construction Limited‟ and certificate in this

107
Date of shareholders‟ Nature of Amendment
resolution
regard was issued by the Registrar of Companies, Madhya Pradesh and Chattisgarh
June 18, 2001 The name of the Company was changed to „Entertainment World Developers Limited‟
and a fresh certificate of incorporation was issued by the Registrar of Companies,
Madhya Pradesh and Chattisgarh
January 24, 2003 The name of the Company was changed to „Entertainment World Developers Private
Limited‟ and a fresh certificate of incorporation was issued by the Registrar of
Companies, Madhya Pradesh and Chattisgarh
July 7, 2003 The object clause of the Memorandum of Association was amended to insert the
following clause:
“To carry on the business of builders, constructors, developers, contractors or otherwise
deal in houses, land, buildings, sheds or any other property, to carry on the construction
or demolition work of any kind to purchase or otherwise acquire land, houses, offices,
workshops, buildings and premises for the purpose of the aforesaid business to purchase,
acquire, take on lease or exchange or in any other lawful manner, any area, land,
building, structures and to dispose of or maintain the same and to build township,
markets or other buildings, residential or commercial or conveniences thereon and to
equip the same or part thereof with all or any amenities or conveniences, drainage
facility, electric, telephone, television installation and to deal with the same in any
manner whatsoever and buy, advance money to and enter into contracts and
arrangements of all kinds with builders, tenants and others.”
July 7, 2003 The initial authorised share capital of Rs. 2,500,000 divided into 250,000 equity shares
of Rs. 10 each was increased to Rs. 100,000,000 divided into 2,092,745 Class A equity
shares of Rs. 10 each with voting rights and 7,907,255 Class B equity shares of Rs. 10
each
January 19, 2004 The authorised share capital of Rs. 100,000,000 divided into 2,092,745 Class A equity
shares of Rs. 10 each with voting rights and 7,907,255 Class B equity shares of Rs. 10
each without voting rights was consolidated into 1,000,000 equity shares of Rs. 100 each
September 30, 2004 The authorised share capital of Rs. 100,000,000 divided into 1,000,000 equity shares of
Rs.100 was increased to Rs. 113,000,000 divided into 1,130,000 equity shares of Rs. 100
each
March 10, 2006 The authorised share capital of Rs. 113,000,000 divided into 1,130,000 equity shares of
Rs.100 was increased to Rs. 150,000,000 divided into 1,500,000 equity shares of Rs. 100
each
March 10, 2006 The authorised share capital of Rs. 150,000,000 divided into 1,500,000 equity shares of
Rs.100 was sub-divided into 15,000,000 equity shares of Rs. 10 each
March 10, 2006 The object clause of the Memorandum of Association was amended to insert the
following clause:
“To provide information technology to any person, firm, company, trusts, association,
institution, society, body corporate, government or government department, public or
local authority in India and outside India, in the field of information technology and
related areas and/or to develop procedures, methods, and principles for, and engage in
research relating thereto to carry on the business of designers and manufacturers, buyers,
sellers, assemblers, exporters, importers, distributors, agents, hirers and dealers of and as
maintenance and service engineers, and system engineers, of mainframe, mini, micro and
personal computer systems and process control systems and computer peripherals and
accessories including floppy disk drives, hard disk drives, printers, readers, tape drivers,
cartridge, plotters, magnetic or otherwise, recording heads, CRT terminals and display
systems, cables, interfaces, computer ribbons, stationery, furniture and control valves,
instruments, transducers, recorders, measuring devices and computer hardware including
large systems, mini, micro systems and personal computers and process control systems
and hardware in computer and electronics.”

“To carry on business process outsourcing in Human resources, Finance and accounting

108
Date of shareholders‟ Nature of Amendment
resolution
Customer relationship management, Employee relocation, Content management,
Procurement outsourcing.”
October 20, 2005 Change in registered office to 5/B, Bharat House, 2 nd floor, 104, Mumbai Samachar
Marg, New BSE, Mumbai 400 023, Maharashtra
April 2, 2007 The name of the Company was changed to „EWDPL India Private Limited‟ and a fresh
certificate of incorporation was issued by Registrar of Companies, Maharashtra at
Mumbai.
June 27, 2007 The authorised share capital of Rs. 150,000,000 divided into 15,000,000 equity shares of
Rs.10 was increased to Rs. 170,000,000 divided into 17,000,000 equity shares of Rs. 10
each
August 18, 2008 A fresh certificate of incorporation was issued by the Registrar of Companies,
Maharashtra at Mumbai for change of name of the Company to „Entertainment World
Developers Private Limited‟
January 22, 2010 The authorised share capital of Rs. 170,000,000 divided into 17,000,000 Equity Shares
of Rs. 10 each was increased to Rs. 1,000,000,000 divided into 100,000,000 Equity
Shares of Rs. 10 each
January 22, 2010 The name of the Company was further changed to „Entertainment World Developers
Limited‟ consequent upon the conversion of the Company to a public limited company
and a fresh certificate of incorporation was issued by the Registrar of Companies,
Maharashtra at Mumbai
May 12, 2010 The authorised share capital of Rs. 1,000,000,000 divided into 100,000,000 Equity
Shares of Rs. 10 each was increased to Rs. 1,500,000,000 divided into 150,000,000
Equity Shares of Rs. 10 each

Major events of the Company

Date Event
April 2004 Started the construction of the Company‟s first project – Treasure Island, Indore
December 2005 Operationalisation of the Company‟s first project- Treasure Island, Indore
September 2006 Investment of Rs. 164,980,235 in the Company by Ashok Ruia Enterprises Private
Limited (merged with PML) by subscribing to 1,525,194 equity shares
November 2006 Investment of Rs. 755,000,000 by IDBI Trusteeship Services Limited (the merged entity
after its merger with the Western India Trustee and Executor Company Limited) in its
capacity as trustee of India Advantage Fund – III in the Company by subscribing to
7,500,000 optionally convertible debentures of Rs. 100 each and 49,000 equity shares of
Rs. 10 each at a price of Rs. 102.04 per equity share
June 2007 Investment of Rs. 62,740,000 in the Company by Moon Light Developers Private
Limited (merged with PML) by subscribing to 580,013 equity shares
August 2007 Company won the CNBC-CRISIL award for best designed shopping mall
December 2007 Investment of Rs. 106,176,000 in the Company by Moon Light Developers Private
Limited (merged with PML) in the form of Equity Shares
March 2008 Company won Images Shopping Centre Award (ISCA) for most admired shopping centre
(Tier-II) of 2008
May 2009 Operationalisation of the second project- Treasure Central, Indore, being developed by
NMMCPL
August 2009 Launched the residential projects – Indore Treasure Town and Treasure Vihar, being
developed by ITTPL
October 2009 Launched the residential projects - Udaipur Treasure Town and Treasure Vihar, being
developed by Landmark Treasure Town
December 2009 Operationalisation of the third project- Treasure Bazaar, Nanded, developed by NTBPL
December 2009 Launched the residential projects -Indore Fantasy Treasure Town and Treasure Vihar,
being developed by WREPL

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Shareholder Agreements/ Other Key Agreements

1. Securities subscription and shareholders‟ agreement dated November 1, 2006 between the Company,
IAF - III represented by its investment manager, ICICI Venture Funds Management Company
Limited (the “Investor”), Promoters and Ashok Ruia Enterprises Private Limited (merged with
PML) (“AREPL”) (the “Agreement”)

The Company, the Investor, Promoters and AREPL (the “Parties”) entered into the Agreement on
November 1, 2006 in terms of which the Investor subscribed to 49,000 equity shares of Rs. 10 each and 7.5
million optionally convertible debentures of Rs. 100 each aggregating to Rs. 755 million. The Agreement
inter alia provides for various rights, obligations, terms and conditions for regulating the relationship
between the Parties and for managing and operating the Company.

The Agreement provides that the board of directors shall consist of a minimum of four directors and a
maximum of 12 directors. The Promoters and AREPL have a right to nominate five directors whilst the
Investor has a right to nominate two directors. The presence of one nominated director representing each of
the Investor and AREPL or the Promoters is required to constitute a valid quorum. The Investor also has a
right to appoint one non-voting observer to attend meetings of the board of directors or its committees. In
the event a consent vote is required of the director nominated by the Investor under the terms of the
Agreement, such vote will be deemed to be cast only upon obtaining a written approval from the Investor.
Further, the Investor has a right to nominate a director on the board of subsidiaries or SPVs of the
Company as a nominee of the Company, provided that the Company has a right to nominate at least two
directors on the board of such subsidiary or SPV. Any fundamental issues which are to be decided at the
subsidiary or SPV level would require the consent from the nominated director of the Investor.

No discussions or resolutions, pertaining to any fundamental issue or reserved matters as provided in the
Agreement, which require affirmative vote of the Investor shall be taken up at the board meetings unless
the Investor or the representative director of the Investor is present at the meeting or gives his written
approval or a written approval waiving this requirement is provided. The Investor has affirmative voting
rights inter alia in relation to changes in capital structure, any revenue or capital expenditure beyond 10%
of an amount budgeted for, acquisition or disposal of equity shares or property or assets of other businesses,
creation of joint ventures except for those created in the normal course of business, increase, alteration or
reduction of authorised capital and equity and preference paid-up capital, grant of any option or other
interest (in the form of convertible securities or in any other form) over or in its share capital, investment or
divestment of shares of any subsidiary or SPV, changing the rights and preference of securities,
reconstitution of the board of directors, entering into any commitment with any person for an amount
exceeding Rs. 10 million, changes in the business or commencement of new line of business and
commencement or settlement of litigation where the amount involved is more than Rs. 10 million or any
other fundamental issue or reserved matters as provided in the Agreement.

The Promoters have agreed to a non-compete arrangement in relation to the business of the Company. The
Investor also has certain „drag option‟ and „put option‟ rights on the occurrence of an event of default. In
the case, of an event of default under Agreement and the Promoters being unable to fulfil their obligations
under the „put option‟, the Investor has certain rights which include appointment of the managing director
and to control management decisions, cause a sale of assets or business of the Company or a merger,
acquisition or takeover of the Company.

The Parties have agreed that the Company will undertake an initial public offer of Equity Shares within a
period of three years and six months from November 1, 2006 which has been extended up to February 15,
2011 through letters dated January 25, 2010, May 3, 2010 and July 2, 2010. In the event, the Company is
unable to file the draft red herring prospectus with SEBI by July 15, 2010 or to undertake an initial public
offer by February 15, 2011, the Investor inter alia has the right to require the Promoters and/or the
Company to purchase all Equity Shares and optionally convertible debentures and/or redeem all optionally
convertible debentures at a fair value.

In connection with an initial public offer, the optionally convertible debentures (“OCDs”) held by the

110
Investor will be converted into Equity Shares at the lower-end of a prescribed valuation range and allotted
to the Investor. Accordingly, 27,877,016 Equity Shares aggregating to 21.48% of the post-Issue paid up
capital of the Company will be allotted to Investor on conversion of OCDs prior to filing the Red Herring
Prospectus with the RoC. Of, 27,877,016 Equity Shares allotted to the Investor, 11,463,276 Shares (which
was arrived at by computing the difference between the higher-end of the prescribed valuation range and
lower-end of the prescribed valuation range) aggregating to 8.83% of the post-Issue paid up capital of the
Company will be held in escrow by a mutually acceptable bank (“Escrow Equity Shares”). The Investor
shall continue to enjoy all rights and benefits in relation to the Escrow Equity Shares including but not
limited to dividend, voting, rights and bonus. The Escrow Equity Shares shall be released from the escrow
account proportionately to the Promoters and the Investor which will depend on the value realised on sale
of balance Equity Shares by the Investor after the mandatory lock-in period of one year from date of
allotment of Equity Shares in the Issue in accordance with SEBI Regulations (“Lock-In Period”) and the
return on investment calculated as per a prescribed multiple of cost or IRR structure, whichever is higher.
The Promoters and the Investor will enter into an escrow agreement with an escrow agent prior to
conversion of OCDs into Equity Shares.

In the event, the Investor does not sell the balance Equity Shares, the Promoters have the option to notify
the Investor of a reference date (which will be a date six months after the expiry of the Lock-In Period)
which will be used to calculate a deemed exit value for the Investor for purposes of proportionate release of
Escrow Equity Shares as mentioned above, provided certain liquidity thresholds (based on volume of
Equity Shares of the Company traded on the Stock Exchanges) have been met. In the event, the Investor is
unable to exit after three years from the date of completion of the Issue and the Promoters are unable to
give a reference date; the Escrow Equity Shares will be released to the Investor.

The Agreement shall terminate on completion of the initial public offer subject to the Investor having a
right to nominate two directors.

In terms of a letter dated January 25, 2010, the Investor has provided its consent for filing the draft red
herring prospectus, red herring prospectus and the prospectus in relation the proposed initial public offering
and filing of the amended articles of association of the Company and to complete the initial public offer
within nine months from January 25, 2010. Further, in terms of a letter dated May 3, 2010, the Investor has
consented to the filing of the draft red herring prospectus with SEBI by June 30, 2010 and to complete the
initial public offer by January 2011. Further, pursuant to the letter dated July 2, 2010, the Investor has
consented and extended the filing of the draft red herring prospectus with SEBI from June 30, 2010 to July
15, 2010 and to complete the initial public offer by February 15, 2011. In the event that the Company is
unable to file the draft red herring prospectus with SEBI by July 15, 2010 or complete the initial public
offer by February 15, 2011 or any extended period as may be approved by the Investor, the articles of
association will be reinstated with all the rights of the Investor which were prevalent in the articles of
association of the Company prior to its amendment.

2. Letter dated June 18, 2010 from the Promoters to PML and Kalani Holdings Private Limited (a
wholly owned subsidiary of PML)

Promoters have issued a letter dated June 18, 2010 (the “Phoenix Letter”) to PML and Kalani Holdings
Private Limited (a wholly owned subsidiary of PML) (the “Phoenix Group”) in relation to the Phoenix
Group‟s stake in the Company. In terms of the Phoenix Letter, PHPL has undertaken to transfer 1,488,689
Equity Shares and KBIPL has undertaken to transfer 3,129,657 Equity Shares, respectively, aggregating to
4,618,346 Equity Shares to PML for an aggregate consideration of Rs. 1,154,586.50. The transfer of Equity
Shares to PML has been proposed to be undertaken in view of an understanding between the Promoters and
the Phoenix Group, whereby the Promoters had agreed to ensure that the Phoenix Group would hold 33%
of the Equity Share capital of the Company, post conversion of the optionally convertible debentures held
by IAF - III into Equity Shares of the Company and prior to the IPO. The above mentioned transfer of
Equity Shares would be made by PHPL and KBIPL to PML upon the conversion of optionally convertible
debentures held by IAF - III into the Equity Shares and prior to the filing of the Red Herring Prospectus
with the RoC.

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3. Deed of adherence and modification to the securities subscription and shareholders agreement dated
July 9, 2010 between the Company, the Promoters, IAF - III, Kalani Holdings Private Limited (a
wholly owned subsidiary of PML) (“KHPL”) and PML (the “Deed of Adherence”)

Pursuant to the Deed of Adherence, PML and KHPL have agreed to abide by the obligations under the
Securities Subscription and Shareholders‟ Agreement dated November 1, 2006 (“Agreement”) mutatis
mutantis other than those expressly excluded in the Deed of Adherence. The Promoters had earlier
transferred 1,190,937 equity shares and 824,739 equity shares to KHPL and Ruia Real Estate Development
Company Private Limited (now merged with PML) respectively. Additionally, pursuant to the Phoenix
Letter, the Promoters have agreed to transfer 4,618,346 equity shares to PML (collectively with the equity
shares acquired earlier referred to as “Promoter Sale Shares”). In the event that the obligations under the
Agreement (as specifically provided in the Deed of Adherence) are not fulfilled by the Promoters, IAF - III
shall notify the Promoters, PML and KHPL of such breach. Accordingly, PML and KHPL shall transfer the
Promoter Sale Shares for a nominal consideration of Re. 1 per equity share within 15 days of the receipt of
such notice to the Promoters. Subsequent to the completion of such transfer, PML and KHPL shall no
longer be bound by the terms and conditions under the Agreement and/or the Deed of Adherence. In case
PML and KHPL fail to undertake the transfer of the Promoter Sale Shares within the prescribed time
period, they shall comply with the terms and conditions of the Agreement other than those expressly
excluded in the Deed of Adherence. However, the aggregate liability of PML and KHPL shall be limited to
the fair value of the Promoter Sale Shares as determined by an expert in accordance with the Deed of
Adherence.

It is further agreed that for the purpose of exercise of the affirmative rights on the Promoters Sale Shares,
PML and KHPL has executed an irrevocable power of attorney in favour of IAF – III dated July 9, 2010.

4. Shareholders Agreement dated June 17, 2006 among the Company, Kshitij Venture Capital Fund
(“KVCF”) and Naman Mall Management Company Private Limited (“NMMCPL”) (“the SHA”)

Pursuant to the SHA, the Company and KVCF, the existing shareholders of NMMCPL, have agreed to
increase the authorised share capital of NMMCPL from Rs. 100,000 to Rs. 10,000,000. The Company and
KVCF have subscribed to the equity shares of NMMCPL in the ratio of 50:50. NMMCPL is engaged in the
development and construction of a commercial complex, Treasure Central in Indore. The Company and
KVCF shall also participate in the management of NMMCPL. The Company and KVCF shall have two
directors each on the board of NMMCPL and the managing director shall be nominated by the Company.
Any change of control in the Company or KVCF shall constitute a default and a ground for termination of
the SHA.

Subsidiaries and joint venture

The Company has 29 Subsidiaries and a Joint Venture. For details regarding the Subsidiaries and Joint Venture of
the Company, see “Subsidiaries and Joint Venture” on page 129 of this Draft Red Herring Prospectus.

Promoter

For details, see “Promoters and Promoter Group” on page 149 of this Draft Red Herring Prospectus.

Capital raising activities through equity or debt

For details regarding the capital raising activities of the Company through debt, see “Financial Indebtedness” on
page 286 of this Draft Red Herring Prospectus.

Our Shareholders

For details regarding the shareholders of the Company, see “Capital Structure” on page 26 of this Draft Red Herring
Prospectus.

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MANAGEMENT

Under the Articles of Association we are required to have not less than three Directors and not more than 12
Directors. We currently have 10 directors on the Board.

The following table sets forth details regarding the Board as of the date of filing the Draft Red Herring Prospectus:

Name, Father‟s Name, Designation, Age Other Directorships


Address, Term, Occupation, Nationality (Years)
and DIN
Manish Kalani 41 Other directorships
(S/o P. S. Kalani)
Flexituff International Limited;
Managing Director Jabalpur Treasure Island Private Limited;
Raipur Treasure Island Private Limited;
Address: 11, Tukoganj, M. G. Road, Indore Crystal 3 Power Private Limited;
452 001 MRK Pipes Limited;
Four Dimension Properties Private Limited; and
Term: Five years with effect from February
Triple A Real Estates Private Limited.
12, 2010
Partnerships
Occupation: Business
Nil
Nationality: Indian
Trusteeships
DIN: 00169041
Nil

B. Rajesh Nair 45 Other directorships


(S/o Ramakrishnan B. Nair)
Jabalpur Treasure Island Private Limited;
Executive Director Raipur Treasure Island Private Limited;
Kalani Brothers (Indore) Private Limited; and
Address: 302, Shalimar Township, A. B. Padma Homes Private Limited.
Road Opposite Scheme No. 78, Indore 452
010 Partnerships

Nil
Term: Liable to retire by rotation
Trusteeships
Occupation: Service
Nil
Nationality: Indian

DIN: 00061165

Sudarshan Bajoria 36 Other directorships


(S/o Dr. Viswanath Bajoria)
I-Ven Residential Properties (Mumbai) Limited;
Non-Independent, Non- Executive Director I-Ven Kolte-Patil Projects (Pune) Private
appointed as nominee of ICICI Venture Limited;
Funds Management Company Limited I-Ven Realty Limited;
Corolla Realty Private Limited;
Address: Flat no. A- 402, 4th Floor, Golden Kolte-Patil I-Ven Townships (Pune) Private

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Name, Father‟s Name, Designation, Age Other Directorships
Address, Term, Occupation, Nationality (Years)
and DIN
Square, Sundar Nagar, Kalina Santacruz (E) Limited;
Mumbai 400 098 Delta Corp Limited; and
Indian Express Newspapers (Mumbai) Limited.
Term: Liable to retire by rotation
Partnerships
Occupation: Service
Nil
Nationality: Indian
Trusteeships
DIN: 01853708
Nil

Atul Ruia 40 Other directorships


(S/o Ashok Kumar Ruia)
The Phoenix Mills Limited;
Non-Independent, Non- Executive Director Bellona Finvest Limited;
appointed by PML Galaxy Entertainment Corporation Limited;
Galaxy Rain Restaurants Private Limited;
Address: Ruia House, 19, Bhau Sahib, Graceworks Realty & Leisure Private Limited;
Hire Marg, Malabar Hill, Mumbai 400 006 Phoenix Hospitality Company Private Limited;
Ruia International Holding Company Private
Term: Liable to retire by rotation
Limited;
Mugwort Developers Private Limited;
Occupation: Business
Destiny Hospitality Services Private Limited;
Nationality: Indian Kalani Holdings Private Limited;
Ashok Apparels Private Limited;
DIN: 00087396 Senior Holding Private Limited;
Ashbee Investment & Finance Private Limited;
C.R. Retail Malls (India) Private Limited;
Thana Properties Private Limited;
Radhakrishna Ramnarain Private Limited;
R.R. Hosiery Private Limited;
Padmashil Hospitality and Leisure Private
Limited;
Excelsior Hotels Private Limited;
Pinnacle Real Estate Development Private
Limited;
Caravan Realty Private Limited;
UPAL Developers Private Limited;
Gangetic Developers Private Limited; and
Gangetic Hotels Private Limited.

Partnerships

R. R. Hosiery; and
R. R. Textiles.

Trusteeships

Radhakrishna Ruia Charitable Trust;


Rajkumari Radhakrishna Ruia Charitable Trust;

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Name, Father‟s Name, Designation, Age Other Directorships
Address, Term, Occupation, Nationality (Years)
and DIN
Aakaar Charitable Trust; and
Yogakshema Trust.

Balaji Sreekantiah Gubbi 45 Other directorships


(S/o Sreekantiah Venkara Subbiah Gubbi)
Pallazzio Hotels & Leisure Limited;
Non-Independent, Non- Executive Director Classic Mall Development Company Private
appointed by PML Limited;
Classic Housing Projects Private Limited;
Address: 304, Phoenix Tower, B Wing, Starboard Hotels Private Limited; and
Senapati Bapat Marg, Lower Parel, Mumbai Escort Developers Private Limited.
400 013
Partnerships
Term: Liable to retire by rotation
Nil
Occupation: Service
Trusteeships
Nationality: Indian
Nil
DIN: 02585676

Paras Nath Pathak 66 Other directorships


(S/o R S Pathak)
NIL
Non- Executive, Independent Director
Partnerships
Address: 14/118, Indra Nagar, Lucknow
226 016 Nil

Term: Liable to retire by rotation Trusteeships

Occupation: Retired Nil

Nationality: Indian

DIN: 03085406

Mukesh Kacker 53 Other directorships


(S/o Brij Mohan Kacker)
Kacker & Daughter Infrastructure Consultancy
Non- Executive, Independent Director Services (Private) Limited; and
Arshiya International Limited.
Address: 5, Munirka Marg, Ground Floor,
Vasant Vihar, New Delhi 110 057 Partnerships

Term: Liable to retire by rotation Nil

Occupation: Professional Trusteeships

Nationality: Indian Nil

DIN: 01569098

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Name, Father‟s Name, Designation, Age Other Directorships
Address, Term, Occupation, Nationality (Years)
and DIN

Girish Raj 45 Other directorships


(S/o Sethu Madhavan)
NIL
Non- Executive, Independent Director
Partnerships
Address: Athina Township, 3rd Stage,
Billishivale, Doddagubbi Post, Banglore 562 Nil
149
Trusteeships
Term: Liable to retire by rotation
Nil
Occupation: Service

Nationality: Indian

DIN: 00080058

Homi Aibara 57 Other directorships


(S/o Sorab Burjor Aibara)
Radhakrishna Foodland Private Limited;
Non- Executive, Independent Director Boot Export (Bombay) Private Limited;
Mahajan & Aibara Consulting Private Limited;
Address: Jhaveri Mansion, 3rd Floor, 30 Shrashti Properties Services Private Limited;
Little Gibbs Road, Malabar Hills, Mumbai and
400 006 deGustibus Hospitality Private Limited.
Term: Liable to retire by rotation Partnerships
Occupation: Business Mahajan & Aibara
Nationality: Indian Trusteeships
DIN: 00273262 Nil

Suhail Nathani 45 Other directorships


(S/o Amin Husain Nathani)
The Phoenix Mills Limited;
Non- Executive, Independent Director Development Credit Bank Limited;
B L A Industries Private Limited;
Address: No. 801, Prabhu Kutir, 15 B L A Power Private Limited;
Altamount Road, Mumbai 400 026 Siddhesh Capital Market Services Private
Limited (NBFC);
Term: Liable to retire by rotation Indian Globalization Capital, Inc. (US
Corporation);
Occupation: Professional
ELP Advisory Services Private Limited; and
Salaam Bombay Foundation (Section 25 Co).
Nationality: Indian
Partnerships
DIN: 01089938
Economic Law Practice

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Name, Father‟s Name, Designation, Age Other Directorships
Address, Term, Occupation, Nationality (Years)
and DIN
Trusteeships

V.O. Somani Family Trust; and


Everest Industries Staff Welfare Trust.

All the Directors of the Company are Indian nationals and none of the Directors of the Company are related to each
other.

Brief Profile of the Directors

Manish Kalani, is the Managing Director of the Company. He joined the Company on July 22, 1999. He completed
his Bachelors‟ degree in Arts from the Daly College, Indore. He also completed a course on Business
Administration from Sydenham College, Bombay University and thereafter completed financial workshop from
Wharton College of USA. He has 18 years of experience in the real estate industry. Before joining the Company, he
worked with Kalani Industries Private Limited.

B. Rajesh Nair, is the Executive Director of the Company. He joined the Company on July 1, 2003. He holds a
Bachelor‟s degree in Civil Engineering from Maulana Azad College of Technology, Bhopal and a Post Graduate
Diploma in Personnel Management from Indra Gandhi National Open University, New Delhi. He has 19 years of
experience in various industries. Before joining the Company, he worked with Kurtarkar Real Estate.

Sudarshan Bajoria, is the Non-Independent, Non- Executive Director appointed as a nominee of ICICI Venture
Funds Management Company Limited on the Board of the Company. He joined the Company on December 1, 2006.
He holds a Bachelor‟s degree in Electrical and Electronics Engineering from Manipal Institute of Technology and a
master‟s degree in Management from the School of Management, IIT, Mumbai. He has 10 years of experience in
handling private equity transactions.

Atul Ruia, is the Non-Independent, Non- Executive Director of the Company appointed by PML. He joined the
Company on May 4, 2010. He holds a dual Degree in Chemical Engineering and Finance from the University of
Pennsylvania and the Wharton School of Finance. He has been active in the real estate sector in India and was
instrumental in setting up and managing the project „High Street Phoenix‟ at lower parel, Mumbai. He is actively
involved in the development of various retail malls, restaurants, multiplex cinemas and other entertainment
complexes in India.

Balaji Sreekantiah Gubbi, is the Non-Independent, Non- Executive Director appointed by PML on the Board of
the Company. He joined the Company on March 16, 2009. He holds a Bachelor‟s degree in Civil Engineering. He
has 22 years of cross functional experience in engineering projects. Prior to joining Phoenix, he was associated with
companies like Dhafir Development & Contracting LLC, Sree Constructions, OBC Management Services Limited,
Taj Services Limited and EIH Limited.

Paras Nath Pathak, is the Non-Executive, Independent Director of the Company. He joined the Company on May
4, 2010. He holds a Masters Degree in Economics from Allahabad University and is a Law Graduate from Kanpur
University. He worked with the U.P. Electricity Regulatory Commission for five years and in the Indian Revenue
Services (Income Tax) for 35 years. During his tenure in the Indian Revenue Services (Income Tax), he worked as
Income Tax Officer, Assistant Director of Investigation, Additional Commissioner of Income Tax, Commissioner of
Income Tax, Director General of Investigation and Chief Commissioner of Income Tax at various places including
Mumbai, Bangalore, Kolkata, Kanpur, Indore and Lucknow.

Mukesh Kacker, is the Non-Executive, Independent Director of the Company. He joined the Company on May 4,
2010. He holds a Masters Degree in Economics from Harvard University, U.S.A. He was a topper in Bachelor of
Science (Physics, Mathematics and Statistics) and Master of Arts (Political Science) from the Allahabad University.
He was earlier working with the government as an I.A.S. officer of the 1979 batch. He worked as member of

117
National Highways Authority of India, as joint secretary (Petrochemicals), executive director of NAFED, and
director of Ministry of Human Resource Development. In his state cadre of Madhya Pradesh, he has held various
positions. He opted for premature voluntary retirement from the I.A.S. in 2007 and since then he is working as an
independent consultant and advisor in the field of infrastructure.

Girish Raj, is the Non-Executive, Independent Director of the Company. He joined the Company on May 4, 2010.
He holds a Bachelor Degree in English (Honors) from Delhi University and a Post Graduate Diploma in Business
Management in marketing from the Institute of Management Technology, Ghaziabad. He has over 17 years of cross
function experience in advertising sector. Presently, he is working with Idiom Design & Consulting Limited and is
responsible for strategic planning, design strategy, financial management, business planning and new business
development, copy writing and relationship management.

Homi Aibara, is the Non-Executive, Independent Director of the Company. He joined the Company on May 4,
2010. He holds a Bachelors Degree in Commerce (Honors), Calcutta and is a fellow of Institute of the Chartered
Accountants (England & Wales). He has cross functional experience in finance, hotel consultancy and management
consultancy activities. He worked with Hays Allan, a chartered accountants firm in London, ITC Limited and A.F.
Ferguson & Co. Presently, he is a partner of Mahajan & Aibara, which is involved in management consultancy
services.

Suhail Nathani, is the Non- Executive, Independent Director of the Company. He joined the company on May 4,
2010. He holds a Bachelor‟s Degree in Arts (Law) from Cambridge University, England and a Masters Degree in
Law from the Duke University,U.S. He is a partner of Economic Laws Practice, a law firm with offices in Mumbai,
Delhi, Ahmedabad and Pune. He is enrolled as an advocate in India and is also admitted to the New York State Bar
and the US Court of International Trade. With around two decades of experience, his areas of specialization include
corporate and commercial matters, private equity and international trade. He has advised on several investments in
the manufacturing, services and real estate sector in India. He has also represented the Government of India at the
WTO, most recently in the wines and spirits dispute against the USA.

Payment or benefit to Directors/ officers of the Company

The sitting fees/other remuneration paid to the Directors for the last fiscal year are as follows:

1. Remuneration to Executive Directors:

Manish Kalani was appointed as a Managing Director of the Company with effect from February 12, 2010
for a period of five years as approved by the shareholders at the EGM of the Company held on February 12,
2010. Presently, Manish Kalani does not receive any remuneration from the Company. He is also an
employee of TWDPL and has received a remuneration (including salary and perquisites) aggregating to Rs.
8.4 million during Fiscal 2010. By a resolution under section 314 of the Companies Act dated February 12,
2010, the shareholders of the Company have consented to the appointment of Manish Kalani as an
employee of TWDPL.

B. Rajesh Nair was appointed as an Executive Director of the Company with effect from February 12, 2010
as approved by the shareholders at the EGM of the Company held on February 12, 2010. Presently, B.
Rajesh Nair does not receive any remuneration from the Company. He is also an employee of TWDPL and
has received a remuneration (including salary and perquisites) aggregating to Rs. 9.64 million during Fiscal
2010. By a resolution under section 314 of the Companies Act dated February 12, 2010, the shareholders of
the Company have consented to the appointment of B. Rajesh Nair as an employee of TWDPL.

Presently, none of the other Directors except Manish Kalani and B. Rajesh Nair receive any remuneration,
including sitting fees, from the Company or any of its subsidiaries.

2. Remuneration to Non-Executive Directors

Presently, the Company does not pay any sitting fees or other remuneration to the Non- Executive
Directors. None of the Non-Executive Directors were paid any sitting or other fees during Fiscal 2010. The

118
Company may, however, in the future, pay sitting fees and/or other remuneration to the Non-Executive
Directors.

Except as stated in “Management” on page 113 of this Draft Red Herring Prospectus, no amount or benefit
(other than salaries paid in due course) has been paid within the two preceding years or is intended to be
paid or given to any of the Company‟s officers including the Directors and key management personnel.
Further, except statutory benefits upon termination of their employment in the Company or retirement, no
officer of the Company, including the Directors and key management personnel, are entitled to any benefits
upon termination of employment.

Shareholding of Directors
The shareholding of the Directors as of the date of filing this Draft Red Herring Prospectus is set forth below:

Name of Director Number of Equity Shares held


Manish Kalani 400
B. Rajesh Nair 40

Borrowing Powers of the Board

In accordance with the Articles of Association, the Board may, from time to time, at its discretion by a resolution
passed at its meeting raise or borrow or secure the payment of any sum or sums of money for the purposes of the
Company. However, if the moneys sought to be borrowed together with the moneys already borrowed (apart from
temporary loans obtained from the Company‟s bankers in the ordinary course of business) should exceed the
aggregate of the paid-up capital of the Company and its free reserves (not being reserves set apart for any specific
purpose), the Board is required to obtain the consent of the shareholders in general meeting prior to undertaking
such borrowing.

In this regard, the Company had pursuant to a resolution passed by the Board and shareholders on March 29, 2010
under section 292 of the Companies Act, resolved that the Company is authorised to avail borrowings to the extent
of Rs. 3,000 million on the terms and conditions as agreed between the banks/ financial institutions and the
Company.

Corporate Governance

The provisions of the Listing Agreement to be entered into with the Stock Exchanges with respect to corporate
governance will be applicable to the Company immediately upon the listing of the Equity Shares with the Stock
Exchanges. The Company believes it is in compliance with the requirements of the applicable regulations, including
the Listing Agreement with the Stock Exchanges and the SEBI Regulations, in respect of corporate governance
including constitution of the Board and committees thereof. The corporate governance framework is based on an
effective independent Board, separation of the Board‟s supervisory role from the executive management team and
constitution of the Board Committees, as required under law.

We have a Board of Directors constituted in compliance with the Companies Act and Listing Agreement with Stock
Exchanges and in accordance with best practices in corporate governance. The Board of Directors functions either as
a full board or through various committees constituted to oversee specific operational areas. The executive
management provides the Board of Directors detailed reports on its performance periodically.

Currently the Board has ten Directors, of which the Chairman is an Executive Director. In compliance with the
requirements of Clause 49 of the Listing Agreement, we have two Executive Directors and eight Non-Executive
Directors, including five independent directors, on the Board.

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Committees of the Board in accordance with the Listing Agreement

Audit Committee

The members of the Audit Committee are:

1. Paras Nath Pathak, Chairman;


2. Homi Aibara;
3. Mukesh Kacker;
4. Manish Kalani;
5. B. Rajesh Nair; and
6. Girish Raj.

The Audit Committee was constituted by a meeting of the Board held on May 4, 2010.

Terms of reference of the Audit Committee are:

a. Overseeing the Company‟s financial reporting process and disclosure of its financial information;

b. Recommending to the Board the appointment, re-appointment, and replacement of the statutory auditors
and the fixation of the audit fee;

c. Approval of payments to the statutory auditors for any other services rendered by them;

d. Reviewing, with the management, the annual financial statements before submission to the Board for
approval, with particular reference to:

(i) Matters required to be included in the Director‟s Responsibility Statement to be included in the
Board‟s report in terms of clause (2AA) of section 217 of the Companies Act, 1956;

(ii) Changes, if any, in accounting policies and practices and reasons for the same;

(iii) Major accounting entries involving estimates based on the exercise of judgement by management;

(iv) Significant adjustments made in the financial statements arising out of audit findings;

(v) Compliance with listing and other legal requirements relating to financial statements;

(vi) Disclosure of any related party transactions; and

(vii) Qualification in the draft audit report.

e. Reviewing, with the management, the quarterly, half-yearly and annual financial statements before
submission to the Board for approval;

f. Reviewing, with the management, the performance of statutory and internal auditors, and adequacy of the
internal control systems;

g. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage and
frequency of internal audit;

h. Discussion with internal auditors on any significant findings and follow up there on;

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i. Reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the
matter to the Board;

j. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well
as post-audit discussion to ascertain any area of concern;

k. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non payment of declared dividends) and creditors;

l. Reviewing the functioning of the whistle blower mechanism, in case the same is existing;

m. Review of management discussion and analysis of financial condition and results of operations, statements
of significant related party transactions submitted by management, management letters/ letters of internal
control weakness issued by the statutory auditors, internal audit reports relating to internal control
weaknesses, and the appointment, removal and terms of remuneration of the chief internal auditors;

n. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee; and

o. Such other matters as may from time to time be required by any statutory, contractual or other regulatory
requirements to be attended to by such committee.

The powers of the Audit Committee are:

a. To investigate activity within its terms of reference;

b. To seek information from any employees;

c. To obtain outside legal or other professional advise; and

d. To secure attendance of outsiders with relevant expertise, if it considers necessary.

Shareholders’/Investors’ Grievance Committee

The members of the Shareholders‟/Investors‟ Grievance Committee are:

1. Suhail Nathani, Chairman;


2. Homi Aibara;
3. Manish Kalani; and
4. B. Rajesh Nair.

The Shareholders‟/Investors‟ Grievance Committee was constituted by a meeting of the Board held on May 4, 2010.
This Committee is responsible to carry out such functions for the redressal of shareholders‟ and investors‟
complaints, including but not limited to, transfer of shares, non-receipt of balance sheet, non-receipt of dividends,
and any other grievance that a shareholder or investor of the Company may have against the Company.

Compensation Committee

The members of the Compensation Committee are:

1. Manish Kalani, Chairman;


2. Mukesh Kacker;
3. Homi Aibara; and
4. B. Rajesh Nair.

The Compensation Committee was constituted by a meeting of the Board held on May 4, 2010. The terms of

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reference of the Committee are as follows:

a. Framing suitable policies and systems to ensure that there is no violation, by an employee of any applicable
laws in India or overseas, including:

(i) The Securities and Exchange Board of India (Insider Trading) Regulations, 1992; or

(ii) The Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices
relating to the Securities Market) Regulations, 1995.

b. Determine on behalf of the Board and the shareholders the Company‟s policy on specific remuneration
packages for executive directors including pension rights and any compensation payment;

c. Perform such functions as are required to be performed by the Compensation Committee under the
Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase
Scheme) Guidelines, 1999 (“ESOP Guidelines”), in particular, those stated in Clause 5 of the ESOP
Guideline; and

d. Such other matters as may from time to time be required by any statutory, contractual or other regulatory
requirements to be attended to by such committee.

Policy on Disclosures and Internal Procedure for Prevention of Insider Trading

The provisions of Regulation 12 (1) of the SEBI (Prohibition of Insider Trading) Regulations, 1992 will be
applicable to the Company immediately upon the listing of its Equity Shares on the Stock Exchanges. We shall
comply with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 1992 on listing of the
Equity Shares.

Interest of Directors

All the Directors may be deemed to be interested to the extent of fees payable to them if any, for attending meetings
of the Board or a committee thereof as well as to the extent of other remuneration and reimbursement of expenses
payable to them, if any under the Articles of Association, and to the extent of remuneration paid to them, if any for
services rendered as an officer or employee of the Company.

The Directors may also be regarded as interested in the Equity Shares, if any, held by them or by the
companies/firms/ventures promoted by them or that may be subscribed by or allotted to the companies, firms, trusts,
in which they are interested as Directors, members, partners, trustees and Promoter, pursuant to this Issue. All of the
Directors may also be deemed to be interested to the extent of any dividend payable to them and other distributions
in respect of the said Equity Shares.

The Directors have no interest in any property acquired by the Company within two years of the date of this Draft
Red Herring Prospectus.

Except as stated in “Related Party Transactions” on page 160 of this Draft Red Herring Prospectus, the Directors do
not have any other interest in the business of the Company.

Changes in Board in the last three years

The following changes have occurred in Board of Directors of the Company in the last three years:

Name of Director Date of Appointment / Date of Cessation Reason


Re-appointment
Pawan Kumar Jain August 28, 2005 April 14, 2008 Resignation
O. P. Srivastava December 1, 2006 April 14, 2008 Resignation
B. Rajesh Nair April 14, 2008 - Appointment

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Name of Director Date of Appointment / Date of Cessation Reason
Re-appointment
Atul Ruia September 30, 2005 September 24, 2008 Resignation
Farzana Mojgani September 24, 2008 March 16, 2009 Resignation
Balaji Sreekantiah Gubbi March 16, 2009 - Appointment
Pradeep Varshney April 14, 2008 September 24, 2008 Resignation
Mukesh Kacker May 4, 2010 - Appointment
Girish Raj May 4, 2010 - Appointment
Paras Nath Pathak May 4, 2010 - Appointment
Homi Aibara May 4, 2010 - Appointment
Atul Ruia May 4, 2010 - Appointment
Suhail Nathani May 4, 2010 - Appointment
Shishir Srivastava December 12, 2006 May 4, 2010 Resignation

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Organisation Chart

MANAGING DIRECTOR

Executive Director / Chief Executive Officer

Chief Operating Officer Chief Operating Officer Chief Operating Officer Executive Vice President Executive Vice President Chief Financial Officer Managing Director Vice President
Leasing & Mall MEP Services Projects Corporate Affairs & Legal Finishing Services HR & Admin
Operations Strategic Planning

Team Team Team Team Team Team Team Team


Leasing / Operation MEP Services Planning & Projects Corporate Affair Legal Finance & Accounts Finishing Services HR & Admin.

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Key Managerial Personnel

The details of the key managerial personnel are as under:

1. B. Rajesh Nair, For further details, see “Management - Brief Profile of the Directors” on page 117 of this
Draft Red Herring Prospectus.

2. Kush Medhora, aged 44 years and an Indian national, is the Chief Operating Officer of TWDPL. He
joined TWDPL on January, 15 2009. He holds a Bachelor‟s Degree in Commerce from the Bangalore
University. He has 20 years of experience in various industries. Before joining TWDPL, he worked with
Desarch Pentacle Private Limited. During Fiscal 2010, he was paid a gross compensation of Rs. 5.05
million.

3. Yagnesh Sanghrajka, aged 43 years and an Indian national, is the Chief Finance Officer of TWDPL and is
responsible for discharging all finance related functions for the EWDL group. He joined TWDPL on
September 26, 2009. He is a qualified Chartered Accountant from the Institute of Chartered Accountants of
India. He has 20 years of experience in various industries. Before joining TWDPL, he worked with
Bessemer Venture Partners. During Fiscal 2010, he was paid a gross compensation of Rs. 2.96 million.

4. Vikas Aggarwal, aged 50 years and an Indian national, is the Managing Director of ITPL. He joined ITPL
on April 1, 2008. He holds a Post Graduate Degree in Architecture from the School of Planning and
Architecture, New Dehi. He has 24 years of experience in various industries. Before joining ITPL, he was
self employed. During Fiscal 2010, he was paid a gross compensation of Rs. 2.95 million.

5. Kamal Kishore Chaturvedi, aged 50 years and an Indian national, is the Executive Vice President – Legal
of TWDPL. He has been associated with us since November 16, 2006 and joined TWDPL on April 1,
2008. He holds a Bachelor‟s Degree in Science (Chemistry & Biology) from the Bundelkhan University-
Jhansi, a Master of Laws from the Bombay University, a Diploma in Business Management (D.B.M.) from
the Dahnukar Institute of Management, Mumbai and ATA from Textile Association of India, Mumbai. He
has 29 years of experience in various industries. Before joining TWDPL, he worked with Grasim Industries
Limited of Aditya Birla Group. During Fiscal 2010, he was paid a gross compensation of Rs. 2.01 million.

6. Bimal K. Nanda, aged 40 years and an Indian national, is the Executive Vice President– Corporate Affairs
& Company Secretary of the Company. He joined the Company on April 2, 2008. He is qualified Company
Secretary from the Institute of Company Secretaries of India and Cost & Works Accountants from the
Institute of Cost & Works Accountants of India. He has 17 years of experience in various industries. Before
joining the Company, he worked with Sahara Group as company secretary. During Fiscal 2010, he was
paid a gross compensation of Rs. 2.59 million.

7. Sanjay Sangamnerkar, aged 41 years and an Indian national, is the Chief Operating Officer-Projects of
TWDPL. He has been associated with us since January 1, 2007 and joined ITTPL on May 1, 2010. He
holds a Bachelor‟s Degree in Civil Engineering from the Govindram Seksaria Institute of Technical
Sciences, Indore. He has 22 years of experience in various industries. Before joining TWDPL, he was self
employed. During Fiscal 2010, he was paid a gross compensation of Rs. 3.85 million.

8. Sunil Malhotra, aged 51 years and an Indian national, is the Chief Operating Officer-MEP Services of
Treasure MEP Services Private Limited. He has been associated with us since March 16, 2006 and joined
Treasure MEP Services Private Limited on April 1, 2008. He holds a Bachelor‟s Degree in Mechanical
Engineering from the Govindram Seksaria Institute of Technical Sciences, Indore. He has 28 years of
experience in various industries. Before joining Treasure MEP Services Private Limited, he was self
employed. During Fiscal 2010, he was paid a gross compensation of Rs. 3.08 million.

9. Avnish Hasija, aged 46 years and an Indian national, is the Executive Vice President – Leasing of
TWDPL. He has been associated with us since May 10, 2004 and joined TWDPL on April 1, 2008. He
holds a Bachelor‟s Degree in Commerce from the Indore University and a Master of Business
Administration (Diploma in Marketing) from Hyderabad (distance education). He has 28 years of

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experience in various industries. Before joining TWDPL, he was self employed. During Fiscal 2010, he
was paid a gross compensation of Rs. 3.05 million.

10. Col. Sunil Sharma, aged 52 years and an Indian national, is the Centre Director – Indore Projects
(Treasure Island, Treasure Market City & Ujjain Treasure Bazaar) of ITMCPL. He joined ITMCPL on May
26, 2008. He holds a Bachelor‟s Degree in Telecom Engineering from the Jawaharlal Nehru University,
Delhi. He has 32 years of experience in various industries. Before joining ITMCPL, he worked with DLF.
During Fiscal 2010, he was paid a gross compensation of Rs. 2.01 million.

11. Ravindra K. Chourasiya, aged 43 years and an Indian national, is the Executive Vice President- Finance
& Accounts of TWDPL. He has been associated with us since January 1, 2004 and joined TWDPL on April
1, 2008. He is a qualified Chartered Accountant from the Institute of Chartered Accountants of India. He
has 20 years of experience in various industries. Before joining TWDPL, he worked with Gajra Bevel
Group. During Fiscal 2010, he was paid a gross compensation of Rs. 2.62 million.

12. Manisha Kalani, aged 41 years and an Indian national, is the Head – Mall Promotions of TWDPL. She has
been associated with us since December 1, 2006 and joined TWDPL on April 1, 2008. She holds a
Bachelor‟s Degree in Arts from the University of Delhi. She has three years of experience in various
industries. Before joining TWDPL, she was self employed. During Fiscal 2010, she was paid a gross
compensation of Rs. 0.56 million.

13. Quresh Y. Matkawala, aged 53 years and an Indian national, is the Vice President – Project Accounts of
TWDPL. He has been associated with us since December 1, 2004 and joined TWDPL on June 1, 2010. He
holds Bachelor‟s Degree in Commerce from the University of Mumbai. He has 27 years of experience in
various industries. During Fiscal 2010, he was paid a gross compensation of Rs. 1.08 million.

14. Rajendra Kumar Shukla, aged 45 years and an Indian national, is the Vice President-Planning of
TWDPL. He has been associated with us since December 3, 2007 and joined TWDPL on April 1, 2008. He
holds a Bachelor‟s Degree in Civil Engineering from the Regional Engineering College, Calicut. He has 20
years of experience in various industries. Before joining TWDPL, he worked with Indiabulls Real Estate
Private Limited. During Fiscal 2010, he was paid a gross compensation of Rs. 1.92 million.

15. Naveen Seth, aged 43 years and an Indian national, is the Vice President - Materials of TWDPL. He has
been associated with us since February 18, 2008 and joined TWDPL on April 1, 2008. He holds a
Bachelor‟s Degree in Commerce from the University of Delhi and a Post Graduate in Materials
Management from the University of Delhi. He has 17 years of experience in various industries. Before
joining TWDPL, he worked with Mahindra Holidays and Resorts India Limited. During Fiscal 2010, he
was paid a gross compensation of Rs. 1.43 million.

16. Inder Arora, aged 40 years and an Indian national, is the Vice President – Projects of TWDPL. He has
been associated with us since September 1, 2007 and joined ITMCPL on May 1, 2010. He holds a
Bachelor‟s Degree in Civil Engineering from the Regional Engineering College, Kurukshetra. He has 17
years of experience in various industries. Before joining TWDPL, he worked with Golden Green Golf &
Resorts Limited. During Fiscal 2010, he was paid a gross compensation of Rs. 1.87 million.

17. Manoj Sharma, aged 35 years and an Indian national, is the Vice President-Projects of Landmark Treasure
Town. He has been associated with us since September 10, 2007 and joined Landmark Treasure Town on
March 1, 2009. He holds a Bachelor‟s Degree in Civil Engineering from the Institute of Engineers (India).
He has 16 years of experience in various industries. Before joining Landmark Treasure Town, he worked
with Today Homes & Infrastructure Limited. During Fiscal 2010, he was paid a gross compensation of Rs.
1.33 million.

18. Adarsh Gupta, aged 34 years and an Indian national, is the Vice President – Corporate Finance of
TWDPL. He joined TWDPL on August 6, 2008. He is a qualified Chartered Accountant from the Institute
of Chartered Accountants of India. He has 14 years of experience in various industries. Before joining
TWDPL, he worked with Brescon Corporate Advisors Limited. During Fiscal 2010, he was paid a gross

126
compensation of Rs. 2.36 million.

19. Manjit Garkel, aged 45 years and an Indian national, is the Vice President-Leasing of TWDPL. He joined
TWDPL on July 27, 2009. He holds a Bachelor‟s Degree in Science from the Mumbai University and a
Master of Business Administration in Marketing from Mumbai. He has 21 years of experience in various
industries. Before joining TWDPL, he worked with Desarch Pentacle Private Limited. During Fiscal 2010,
he was paid a gross compensation of Rs. 1.37 million.

20. Rajen P Savla, aged 34 years and an Indian national, is the Vice President –Leasing and Business
Development for the Company. He has been associated with us since November 2, 2009 and joined
TWDPL on January 1, 2010. He is a Master of Business Administration from Welingkar‟s Institute of
Management and Research, Mumbai. He has 15 years of experience in the real estate industry. Before
joining us, he worked with Mahindra Lifespace Developers Limited. During Fiscal 2010, he was paid a
gross compensation of Rs. 0.75 million.

21. Ravindra Dey, aged 36 years and an Indian national, is the Vice President- Human Resource &
Administration of TWDPL. He joined TWDPL on October 24, 2009. He holds a Master‟s Degree in
Commerce from the University of Mumbai, a Master of Business Administration in Human Resource from
SIMSR, Mumbai University, a post graduate diploma in software engineering from Aptech, Mumbai. He
has 15 years of experience in various industries. Before joining TWDPL, he worked with the Chatterjee
Group Real Estate. During Fiscal 2010, he was paid a gross compensation of Rs. 1.03 million.

22. Venu G. Vedula, aged 45 years and an Indian national, is the Vice President-Leasing of TWDPL. He
joined TWDPL on September 4, 2009. He holds a Bachelor‟s Degree in Arts from the Andhra
University. He has 21 years of experience in various industries. Before joining TWDPL, he worked with
Lals Group of Dubai. During Fiscal 2010, he was paid a gross compensation of Rs. 1.14 million.

23. Sameer Monga, aged 33 years and an Indian national, is the Corporate Chef of TFBPL. He joined TFBPL
on June 7, 2008. He holds a Diploma in Hotel Management from the National Council for Hotel
Management Catering Technology & Applied Nutrition from Ahmedabad Institute, a Diploma in
Marketing Management and Personnel Management from Annamalai University and Post Graduate in Arts
with honours in English from Andhra University. He has 14 years of experience in various
industries. Before joining TWDPL, he worked with Bangkok International Cuisine Company Limited,
Thailand. During Fiscal 2010, he was paid a gross compensation of Rs. 1.62 million.

All the key managerial personnel other than Bimal K. Nanda are permanent employees of TWDPL and other
subsidiaries of the Company and none of the Directors and the key managerial personnel are related to each
other.

Shareholding of the Key Managerial Personnel

None of the key managerial personnel other than B. Rajesh Nair hold any Equity Shares in the Company.

Bonus or Profit Sharing Plan for the Key Managerial Personnel

There is no bonus or profit sharing plan for the key managerial personnel.

Interests of key management personnel

Except Manisha Kalani (as part of Promoter Group) and B. Rajesh Nair (to the extent of dividend entitlement on the
Equity Shares held by him), none of the key management personnel of the Company have any interest in the
Company other than to the extent of the remuneration or benefits to which they are entitled to as per their terms of
appointment, reimbursement of expenses incurred by them during the ordinary course of business and the employee
stock options held, if any.

None of the key management personnel have been paid any consideration of any nature from the Company, other

127
than their remuneration.

Changes in Key Management Personnel during the last three years

Name Designation Date of change Reason for


change
Sanjay Sangamnerkar Chief Operating Officer- Projects January 1, 2007 Appointment
Inder Arora Vice President – Projects September 1, Appointment
2007
Manoj Sharma Vice President – Projects September 10, Appointment
2007
Rajendra Kumar Vice President – Planning December 3, 2007 Appointment
Shukla
Naveen Seth Vice President – Materials February 18, 2008 Appointment
Vikas Aggrawal Managing Director – ITPL (Intesys) April 1, 2008 Appointment
Bimal K. Nanda EVP –Corporate Affairs & Strategic Planning April 2, 2008 Appointment
Manu Dhir Chief Operating Officer April 31, 2010 Resignation
Col. Sunil Sharma Centre Director May 26, 2008 Appointment
Sameer Monga Corporate Chef June 9, 2008 Appointment
C. Krishnakumar Centre Director July 1, 2008 Resignation
Menon
Saurabh Saxena Deputy Director – Development July 10, 2008 Resignation
Adarsh Gupta Vice President – Corporate Finance August 6, 2008 Appointment
Sanjay S. D. Panchal Chief Design Officer October 10, 2008 Resignation
Kush Medhora Chief Operating Officer January 15, 2009 Appointment
Siddharth Dadlani Chief Investment Officer February 5, 2009 Resignation
Vinay Pradhan Executive Vice President – Human Resource May 30, 2009 Resignation
Shekhar Grover Executive Vice President – Corporate June 3, 2009 Resignation
Communications
Manjit Garkel Vice President – Leasing July 27, 2009 Appointment
Vinu G. Vedula Vice President – Leasing September 4, Appointment
2009
Yagnesh Sanghrajka Chief Finance Officer September 26, Appointment
2009
Santosh Pandey Deputy Director – Development October 12, 2009 Resignation
Ravindra Dey Vice President – Human Resource & October 24, 2009 Appointment
Administration
K. Shankar Narayanan Executive Director October 25, 2009 Resignation
Rajen P. Savla Vice President – Leasing November 2, 2009 Appointment
Baldev Kumar Gupta Vice President – Accounts December 22, Resignation
2009
K. Madhusudhan Chief Finance Officer July 31, 2008 Resignation
Ashok Binder Vice President-Corporate Affairs November 17, Resignation
2007

Payment or Benefit to officers of the Company

No non-salary related amount or benefit has been paid or given within two years, or intended to be paid or given, to
any officer of the Company (including Directors and Key Management Personnel).

128
SUBSIDIARIES AND JOINT VENTURE

The Company has 29 Subsidiaries and a Joint Venture. None of the Subsidiaries have made any public or rights
issue in the last three years and have not become sick companies under the meaning of SICA and are not under
winding up. Other than as disclosed in “Promoters and Promoter Group” on page 149 of this Draft Red Herring
Prospectus, the Promoters have not disassociated from any of the companies during the preceding three years.

Interest of the Subsidiaries in the Company

None of the Subsidiaries hold any Equity Shares in the Company. Except as stated in “Related Party Transactions”
on page 160 of this Draft Red Herring Prospectus, the Subsidiaries do not have any other interest in the Company‟s
business.

1. Treasure World Developers Private Limited (“TWDPL”)

Corporate Information

TWDPL was incorporated as „Gwalior Entertainment World Private Limited‟ on July 18, 2006 under the
Companies Act. The name was subsequently changed to „Indore Entertainment World Developers Private
Limited‟ on September 3, 2007 and to „Treasure World Developers Private Limited‟ on October 7, 2008.
TWDPL is engaged in the business of development of shopping malls, commercial complexes including
multiplex, hotels, food courts and project management.

Further, pursuant to the order dated May 7, 2010 by the High Court of Bombay, the scheme of
amalgamation of Treasure World Constructions Private Limited (“TWCPL”) with TWDPL was sanctioned
and approved. TWCPL was engaged in the business of builders, construction, developers, contractors and
other real estate development. Since TWCPL was a wholly owned subsidiary company of TWDPL, no
equity shares were issued or allotted and accordingly all equity shares held by TWDPL in TWCPL were
cancelled.

Share and debenture subscription agreement dated November 15, 2007 (“Investor Agreement”)

IAF - III and IAF - IV represented by their investment manager, ICICI Venture Funds Management
Company Limited (the “Investors”) has invested Rs. 1,500 million by subscribing to 149,999,150
unsecured fully convertible debentures of TWDPL of Rs. 10 each aggregating to Rs. 1,499,991,500
(“Convertible Debentures”) and 10 equity shares of TWDPL of face value Rs. 10 each at a price of Rs. 850
per equity share, aggregating to Rs. 8,500 pursuant to the Investor Agreement with TWDPL and the
Company. The Convertible Debentures have a term of four years and 90 days from the date of issue and
will accrue, until converted, a yield to maturity interest at the rate of 5% per annum compounded semi
annually to be paid by TWDPL in cash and the balance amount of 15% per annum may be paid by
TWDPL, totalling to an IRR of 20% per annum, which shall accrue and be converted into Equity Shares of
TWDPL in accordance with the Investor Agreement. Until conversion, TWDPL has an option of paying an
additional coupon over and above the 5% interest to be paid in cash as mentioned above and such
additional amount shall not exceed 8% compounded semi annually.

In terms of the Investor Agreement, the Convertible Debentures can inter alia be converted into equity
shares of TWDPL prior to the initial public offering of TWDPL. The Investors have the right to convert all
Convertible Debentures into paid-up equity shares of TWDPL upon determination of the price band in
relation to the initial public offering of TWDPL. The Convertible Debentures can also be converted into the
equity shares of TWDPL on maturity, which is the date falling on the expiry of four years and 90 days from
the date of issue of the Convertible Debentures. The Investor Agreement also provides that in the event, the
Company proposes to undertake an initial public offer before TWDPL, it would use reasonable and
commercial efforts to offer an exit to the Investors through a conversion of the Convertible Debentures into
the Equity Shares of the Company.

129
On the occurrence of an event of default under the Investor Agreement, the Investors, inter alia have a right
to require the Company, to purchase all the outstanding Convertible Debentures and equity shares held by
the Investors in TWDPL at a price that will be determined under the terms of the Investor Agreement. In
the event that the Company fails to purchase the Convertible Debentures and the equity shares as required
by the Investors within 30 days of a notice from the Investors, the Investors will have a right to convert the
Convertible Debentures into the equity shares of TWDPL constituting 51% of equity share capital of
TWDPL in addition to a right to sell the Convertible Debentures to any third party. If the Investors elects to
transfer the Convertible Debentures and equity shares held by it in TWDPL to a third party, then the
Investors will also have a right to require the Company or any of its affiliates to transfer such number of
equity shares of TWDPL to such third party purchaser such that the third party purchaser will obtain an
aggregate of 51.0% of the equity share capital of TWDPL. In case of default under clause 11.1.11 of the
Investor Agreement, i.e. no exit option on an initial public offer by the Company, the Investors shall be
entitled to receive such further amount which ensures an IRR of 25% on the amount invested after
adjustments as specified in the Investor Agreement. The Investors have the right to sell, transfer, assign or
otherwise create any interest in all or part of the Convertible Debentures subject to the provisions of the
applicable laws and such third party signing a letter agreeing to the terms and conditions under the Investor
Agreement and the letter dated June 11, 2010.

The Investors also have the right to nominate a director on the board of directors of TWDPL and a right to
affirmative vote on certain corporate matters, including, alteration of the authorised and paid up equity
share capital of TWDPL, amendment to the memorandum and articles of association of TWDPL,
recommendation of dividend, changing the nature of business and effecting any change in control.

Share and debenture subscription agreement dated October 10, 2008 (“Phoenix Agreement”)

PML has subscribed to 100 million unsecured fully convertible debentures of TWDPL of Rs. 10 each
aggregating to Rs. 1,000 million (“Convertible Debentures”) and 10 equity shares of TWDPL of Rs. 10
each at a premium of Rs. 840 per equity share aggregating to Rs. 8,500 in terms of the Phoenix Agreement
with TWDPL, the Company, IAF - III and IAF - IV (IAF - III and IAF - IV collectively referred to as the
“Investors”). The Convertible Debentures have a term of four years and 90 days from the date of issue and
will accrue, until converted, a yield to maturity interest at the rate of 5% per annum compounded semi
annually to be paid by TWDPL in cash and the balance amount of 15% per annum may be paid by
TWDPL, totalling to an IRR of 20% per annum, which shall accrue and be converted into Equity Shares of
TWDPL in accordance with the Phoenix Agreement.

In terms of the Phoenix Agreement, the Convertible Debentures can inter alia be converted into equity
shares of TWDPL prior to the initial public offering of TWDPL. PML has the right to convert all
Convertible Debentures into paid-up equity shares of TWDPL upon determination of the price band in
relation to the initial public offering of TWDPL. The Convertible Debentures can also be converted into the
equity shares of TWDPL on maturity, which is the date falling on the expiry of four years and 90 days from
the date of issue of the Convertible Debentures. The Phoenix Agreement also provides that in the event, the
Company proposes to undertake an initial public offer before TWDPL, it would use reasonable and
commercial efforts to offer an exit to PML through a conversion of the Convertible Debentures into the
Equity Shares of the Company.

On the occurrence of an event of default under the Phoenix Agreement, PML, inter alia, has a right to
require the Company, to purchase all the outstanding Convertible Debentures and equity shares held by
PML in TWDPL at a price that will be determined under the terms of the Phoenix Agreement. In the event
that the Company fails to purchase the Convertible Debentures and the equity shares as required by PML
within 30 days of a notice from PML, PML will have a right to convert the Convertible Debentures into the
equity shares of TWDPL constituting 48.5% of equity share capital of TWDPL in addition to a right to sell
the Convertible Debentures to any third party. If PML elects to transfer the Convertible Debentures and
equity shares held by it in TWDPL to a third party, then PML will have a right to require the Company or
any of its affiliates to transfer such number of equity shares of TWDPL to such third party purchaser such
that the third party purchaser will obtain an aggregate of 48.5% of the equity share capital of TWDPL.
However, PML‟s right to transfer the Convertible Debentures and equity shares held by it to any third party

130
purchaser is subject to a right to first offer of the Investors to purchase such Convertible Debentures and
equity shares.

PML also has the right to nominate a director on the board of directors of TWDPL and a right to
affirmative vote on certain corporate matters including, alteration of the authorised and paid-up equity
share capital of TWDPL, amendment to the memorandum and articles of association of TWDPL,
recommendation of dividend, changing the nature of business and effecting any change in control.

The Company, TWDPL, PML and the Investors have entered into a letter dated June 11, 2010 whereby the
Investors and PML have agreed to the Company purchasing a portion of Convertible Debentures held by
the Investors or any other holder(s) of the Convertible Debentures, if such Convertible Debentures are
transferred by the Investors before the purchase by the Company subject to such third party signing a letter
agreeing to the terms and conditions under the Investor Agreement and the letter dated June 11, 2010 for an
aggregate price of Rs. 750 million and a portion of Convertible Debentures held by PML for an aggregate
price of Rs. 500 million by utilising a portion of the Net Proceeds from the Issue aggregating to Rs. 1,250
million. Additionally, the Investors and PML have waived their pre-emptive rights in relation to such
portion of Convertible Debentures proposed to be purchased by the Company. In the event that the
Company is unable to complete the Issue before January 31, 2011 or any further period as agreed by the
Investors and/or PML, the consents and waivers provided under the letter will be terminated. In this regard,
pursuant to the letter dated July 2, 2010, the Investors has consented and extended the filing of the draft red
herring prospectus with SEBI from June 30, 2010 to July 15, 2010 and to complete the Issue by February
15, 2011. All other rights, terms and conditions under the Investor Agreement and the Phoenix Agreement
including rights, terms and conditions with respect to the balance Convertible Debentures held by the
Investors and PML respectively, shall continue to be binding on parties to the Investor Agreement and the
Phoenix Agreement.

Capital Structure as of June 30, 2010

No. of equity shares of Rs. 10 each


Authorised capital 1,250,000
Issued, subscribed and paid-up capital 1,000,010

Shareholding Pattern as of June 30, 2010

The shareholding pattern of TWDPL is as follows:

S. Name of the Shareholder No. of equity shares Percentage of total of


No. of Rs. 10 each equity holding (%)
1. EWDL 999,990 99.99
2. IAF - III 5 -
3. IAF - IV 5 -
4. PML 10 -
Total 1,000,010 100.00

2. Ujjain Treasure Bazaar Private Limited (“UTBPL”)

Corporate Information

UTBPL was incorporated as „Horizon Complex Private Limited‟ on February 24, 2006 under the
Companies Act. On September 29, 2008 the name was changed to „Ujjain Treasure Bazaar Private
Limited‟. UTBPL is engaged in the business of development of shopping mall, commercial complexes
including multiplex, hotel and food courts.

Capital Structure as of June 30, 2010

131
No. of equity shares of Rs. 10 each
Authorised capital 50,000
Issued, subscribed and paid-up capital 50,000

Shareholding Pattern as of June 30, 2010

The shareholding pattern of UTBPL is as follows:

S. Name of the Shareholder No. of equity shares of Percentage of total of


No. Rs. 10 each equity holding (%)
1. EWDL 49,990 99.98
2. Manish Kalani 10 0.02
Total 50,000 100.00

3. Amaravati Treasure Bazaar Private Limited (“ATBPL”)

Corporate Information

ATBPL was incorporated as „Amaravati Entertainment World Developers Private Limited‟ on April 3,
2008 under the Companies Act. On September 19, 2008 the name was changed to „Amaravati Treasure
Bazaar Private Limited‟. ATBPL is engaged in the business of development of shopping mall, commercial
complexes including multiplex, hotel and food courts.

Capital Structure as of June 30, 2010

No. of equity shares of Rs. 10 each


Authorised capital 1,000,000
Issued, subscribed and paid-up capital 10,000

Shareholding Pattern as of June 30, 2010

The shareholding pattern of ATBPL is as follows:

S. Name of the Shareholder No. of equity shares Percentage of total of


No. of Rs. 10 each equity holding (%)
1. EWDL 9,980 100
2. Manish Kalani* 10 -
3. B. Rajesh Nair* 10 -
Total 10,000 100.00
*
Equity Shares held on behalf of EWDL

4. EWDPL Five Star Hospitality Private Limited (“EFSHPL”)

Corporate Information

EFSHPL was incorporated as „EWDPL Five Star Hospitality Private Limited‟ on March 13, 2008 under the
Companies Act. EFSHPL is engaged in the business of development of shopping mall, commercial
complexes including multiplex, hotel and food courts.

Capital Structure as of June 30, 2010

No. of equity shares of Rs. 10 each


Authorised capital 1,000,000
Issued, subscribed and paid-up capital 10,000

132
Shareholding Pattern as of June 30, 2010

The shareholding pattern of EFSHPL is as follows:

S. Name of the Shareholder No. of equity shares of Percentage of total of


No. Rs. 10 each equity holding (%)
1. EWDL 9,980 100
2. Manish Kalani* 10 -
3. B. Rajesh Nair* 10 -
Total 10,000 100.00
*
Equity shares held on behalf of EWDL

5. Nanded Treasure Bazaar Private Limited (“NTBPL”)

Corporate Information

NTBPL was incorporated as „Entertainment World Developers Nanded Private Limited‟ on January 25,
2007 under the Companies Act. On September 23, 2008, the name was changed to „Nanded Treasure
Bazaar Private Limited‟. NTBPL is engaged in the business of development of shopping mall, commercial
complexes including multiplex, hotel and food courts.

Memorandum of Understanding and Shareholders Agreement between the Company and Thakkar
Industries

NTBPL was incorporated pursuant to a Memorandum of Understanding dated January 11, 2007 (the
“MoU”) and Shareholders Agreement dated April 23, 2008 among the Company and Thakkar Industries
(the “SHA”) as a special purpose vehicle for developing a shopping mall and a hotel at Nanded. The parties
have agreed to contribute to the paid-up equity capital of NTBPL in the ratio of 75:25. In terms of the sale
deed dated April 4, 2007, Thakkar Industries have sold 117,790 sq.ft. land (the “Land”) for a total
consideration of Rs. 82,300,000 for the development of the shopping mall and the hotel. In terms of the
MoU, an amount of Rs. 20,575,000 was paid by Thakkar Industries towards the issue of equity shares of
NTBPL constituting 25% of the paid-up equity share capital of NTBPL. The SHA provides that,
relationship of the Company and Thakkar Industries shall be governed by the terms and conditions of the
MoU and the memorandum and articles of association of NTBPL. Any further equity contribution required
in NTBPL shall be made by the Company and Thakkar Industries in the ratio of 75:25.

Capital Structure as of June 30, 2010

No. of equity shares of Rs. 10 each


Authorised capital 1,250,000
Issued, subscribed and paid-up capital 1,008,000

Shareholding Pattern as of June 30, 2010

The shareholding pattern of NTBPL is as follows:

S. Name of the Shareholder No. of equity shares of Percentage of total of


No. Rs. 10 each equity holding (%)
1. EWDL 757,980 75.20
2. Manish Kalani* 10 -
3. B. Rajesh Nair* 10 -
4. Thakkar Industries 250,000 24.80

133
Total 1,008,000 100.00
*
Equity shares held on behalf of EWDL

6. Treasure Showcase Private Limited (“TSPL”)

Corporate Information

TSPL was incorporated as „EWDPL Holdings Private Limited‟ on May 3, 2007 under the Companies Act.
On January 20, 2010, the name was changed to „Treasure Showcase Private Limited‟. TSPL is engaged in
the business of development of shopping mall, commercial complexes including multiplex, hotel and food
courts.

Capital Structure as of June 30, 2010

No. of equity shares of Rs. 10 each


Authorised capital 2,000,000
Issued, subscribed and paid-up capital 10,000

Shareholding Pattern as of June 30, 2010

The shareholding pattern of TSPL is as follows:

S. Name of the Shareholder No. of equity shares of Percentage of total of


No. Rs.10 each equity holding (%)
1. Entertainment World Developers Limited 9,980 100
2. Manish Kalani* 10 -
3. B. Rajesh Nair* 10 -
Total 10,000 100.00
*
Equity shares held on behalf of EWDL

7. EWDPL Residential Holdings Private Limited (“ERHPL”)

Corporate Information

ERHPL was incorporated as „EWDPL Residential Holdings Private Limited‟ on July 23, 2007 under the
Companies Act. ERHPL is engaged in the business of investment in shares, stock, debentures, debentures
stocks and bonds.

Capital Structure as of June 30, 2010

No. of equity shares of Rs. 10 each


Authorised capital 2,000,000
Issued, subscribed and paid-up capital 10,000

Shareholding Pattern as of June 30, 2010


The shareholding pattern of ERHPL is as follows:

S. Name of the Shareholder No. of equity shares of Percentage of total of


No. Rs. 10 each equity holding (%)
1. EWDL 9,980 100
2. Manish Kalani* 10 -
3. B. Rajesh Nair* 10 -
Total 10,000 100.00
*
Equity Shares held on behalf of EWDL
8. Marvell Mall Development Company Private Limited (“MMDCPL”)

134
Corporate Information

MMDCPL was incorporated as Marvell Mall Development Company Private Limited on March 14, 2006
under the Companies Act. MMDCPL, under the memorandum of association, is permitted to engage in the
business of development of shopping mall, commercial complex including multiplex, hotel and food courts.

Capital Structure as of June 30, 2010

No. of equity shares of Rs. 10 each


Authorised capital 14,000,000
Issued and susbcribed capital 14,000,000
Paid-up capital 12,091,500#
#
These Equity Shares were issued as partly paid Equity Shares to Kshitij Venture Capital Fund at Rs. 5 per Equity Share, EWDL at
Re. 1 and Rs. 9 per Equity Share and Sharyans Resources Limited at Rs. 5 per Equity Share.

Shareholding Pattern as of June 30, 2010

The shareholding pattern of MMDCPL is as follows:

S. Name of the Shareholder No. of equity shares of Percentage of total of


No. Rs. 10 each equity holding (%)
1. EWDL 7,140,000 51.00
2. Kshitij Venture Capital Fund 3,640,000 26.00
3. Edelweiss Trustee Services Private Limited 1,680,000 12.00
4. Sharyans Resources Limited 700,000 05.00
5. Parthiv Kilachand 350,000 02.50
6. Nandish Kilachand 350,000 02.50
7. Shishir Srivastava 62,402 0.45
8. PML 77,598 0.55
Total 14,000,000 100.00

9. The Baroda Commercial Corporation Limited (“BCCL”)

Corporate Information

BCCL was incorporated as „The Baroda Commercial Corporation Limited‟ on October 22, 1942 under the
Baroda State Companies Act. In 1956, BCCL was registered under the Companies Act as a private limited
company and was converted into a public company in 1988. BCCL is engaged in the business of trade,
commercial operation, agriculture and manufacture.

Capital Structure as of June 30, 2010

No. of equity shares of Rs. 500 each


Authorised capital 10,000
Issued, subscribed and paid-up capital 2,000

Shareholding Pattern as of June 30, 2010


The shareholding pattern of BCCL is as follows:

S. Name of the Shareholder No. of equity shares of Rs. Percentage of total


No. 500 each of equity holding
(%)
1. MMDCPL 1,994 99.70
2. K B Gandhi* 1 0.05

135
3. PML* 1 0.05
4. Farzana Mojgani* 1 0.05
5. Abhilash Sunny* 1 0.05
6. Gaurav Mardia* 1 0.05
7. Mahesh Iyer* 1 0.05
Total 2000 100.00
*
Equity shares held jointly with MMDCPL

10. Raipur Treasure Island Private Limited (“RTIPL”)

Corporate Information

RTIPL was incorporated as „Raipur Entertainment World Private Limited‟ on July 17, 2006 under the
Companies Act. On September 23, 2008 the name was changed to „Raipur Treasure Island Private
Limited‟. RTIPL is engaged in the business of developing shopping malls, commercial complexes
including multiplex, hotel and food courts.

Shareholders agreement dated September 30, 2008 between RTIPL, Indore Entertainment World
Developers Private Limited (“IEWDPL”), Manish Kalani, B. Rajesh Nair and Diemel River Limited
(“DRL”) (the “SHA”)

Pursuant to the SHA, RTIPL has issued 327,488 equity shares at a price of Rs. 1,454.55 per equity share
for an amount aggregating to Rs. 476,346,695 constituting 32.83% of the total issued and paid-up equity
share capital to DRL. DRL has further agreed to invest an additional amount of Rs. 3,653,305 by
subscribing to 2,512 equity shares at a price of Rs. 1,454.55 per equity share. IEWDPL, Manish Kalani, B.
Rajesh Nair and DRL have proposed RTIPL to undertake the development and construction of retail
shopping space, food and beverage outlets, multiplex cinema and hotel in Treasure Island, Raipur in
accordance with the business plan. In terms of the SHA, the board of RTIPL shall be solely responsible for
the management, supervision, direction and control of RTIPL. DRL shall be entitled to nominate two
directors on the board of RTIPL. IEWDPL, Manish Kalani and B. Rajesh Nair shall not transfer/ encumber
any equity share such that their equity shareholding in RTIPL falls below 30%, for a period of three years
from the effective date or completion of civil construction of the project. The managing director and chief
executive officer of RTIPL shall be nominated by IEWDPL.

Capital Structure as of June 30, 2010

No. of equity shares of Rs. 10 each


Authorised capital 1,000,000
Issued, subscribed and paid-up capital 997,488

Shareholding Pattern as of June 30, 2010

The shareholding pattern of RTIPL is as follows:

S. Name of the Shareholder No. of equity shares of Percentage of total of


No. Rs. 10 each equity holding (%)
1. TWDPL 669,980 67.17
2. Manish Kalani* 10 0
3. B. Rajesh Nair* 10 0
4. DRL 327,488 32.83
Total 997,488 100.00
*
Equity shares held on behalf of TWDPL

11. Chandigarh Treasure Island Private Limited (“CTIPL”)

136
Corporate Information

CTIPL was incorporated as „Turning Point Estates Private Limited‟ on July 25, 2006 under the Companies
Act. On September 29, 2008 the name was changed to „Chandigarh Treasure Island Private Limited‟.
CTIPL is engaged in the business of developing shopping malls, commercial complexes including
multiplex, hotel and food courts.

Shareholders agreement dated June 30, 2009 between CTIPL, Manish Kalani, TWDPL and Ochtum
River Limited (“ORL”) (the “SHA”)

CTIPL has entered into the SHA with Manish Kalani, TWDPL and ORL and has issued 486,270 equity
shares at a price of Rs. 714.29 per equity share for an amount aggregating to Rs. 347,336,130 constituting
48.81% of the paid-up equity share capital to ORL. ORL has further agreed to invest an additional amount
of Rs. 2,663,870 by subscribing to 3,729 equity shares at a price of Rs. 714.29 per equity share. TWDPL,
Manish Kalani and ORL have proposed CTIPL to undertake the development and construction of retail
shopping space, food and beverage outlet, multiplex cinema and hotel in Treasure Island, Chandigarh in
accordance with the business plan. In terms of the SHA, the board of CTIPL shall be solely responsible for
the management, supervision, direction and control of CTIPL. ORL shall be entitled to nominate two
directors on the board of CTIPL. TWDPL and Manish Kalani shall not transfer/ encumber any equity share
such that their equity shareholding in CTIPL falls below 30%, for a period of three years from the effective
date or completion of civil construction of the project. It has been stipulated that, if due to mismanagement
by TWDPL and Manish Kalani, the business expenditure exceeds 10% of the estimate provided in the
business plan, then the additional cost overruns shall be provided by TWDPL and Manish Kalani in the
form of non-convertible debt to CTIPL. ORL shall have the right to appoint an independent auditor. The
SHA provides for extinguishment of rights of the parties in the event the shareholding in CTIPL falls below
5% of the paid-up equity share capital of CTIPL.

Capital Structure as of June 30, 2010

No. of equity shares of Rs. 10 each


Authorised capital 1,000,000
Issued, subscribed and paid-up capital 996,270

Shareholding Pattern as of June 30, 2010

The shareholding pattern of CTIPL is as follows:

S. Name of the Shareholder No. of equity shares of Percentage of total of


No. Rs. 10 each equity holding (%)
1. TWDPL 509,900 51.19
2. Manish Kalani* 100 -
3. ORL 486,270 48.81
Total 996,270 100.00
*
Equity shares held on behalf of TWDPL

12. Jabalpur Treasure Island Private Limited (“JTIPL”)

Corporate Information

JTIPL was incorporated as „Entertainment World Jabalpur Private Limited‟ on June 29, 2006 under the
Companies Act. On October 08, 2008 the name was changed to „Jabalpur Treasure Island Private Limited‟.
JTIPL is engaged in the business of developing shopping malls, commercial complexes including
multiplex, hotel and food courts.

137
Shareholders agreement dated September 30, 2008 between JTIPL, TWDPL, Baljinder Singh
Khanna and Emmer River Limited (“ERL”) (the “SHA”)

Pursuant to the SHA, JTIPL has issued 445,856 equity shares at a price of Rs. 556.45 per equity share for
an amount aggregating to Rs. 248,097,210 constituting 30.84% of the total issued and paid-up equity share
capital to ERL. ERL has further agreed to invest an additional amount of Rs. 3,653,305 by subscribing to
3,419 equity shares at a price of Rs. 556.45 per equity share. JTIPL is engaged in undertaking the
construction and development work of Treasure Island, at Jabalpur. In terms of the SHA, the board of
JTIPL shall be solely responsible for the management, supervision, direction and control of JTIPL. ERL
shall be entitled to nominate two directors on the board of JTIPL. TWDPL and Baljinder Singh Khanna
shall not transfer/ encumber any equity share such that their shareholding in JTIPL falls below 30% and
10% respectively, for a period of three years from the effective date or completion of civil construction of
the project. The rights of ERL and Baljinder Singh Khanna shall expire if their shareholding falls below 5%
and 15% respectively of the paid-up equity share capital of JTIPL.

Capital Structure as of June 30, 2010

No. of equity shares of Rs. 10 each


Authorised capital 1,450,000
Issued, subscribed and paid-up capital 1,445,856

Shareholding Pattern as of June 30, 2010

The shareholding pattern of JTIPL is as follows:

S. Name of the Shareholder No. of equity shares of Percentage of total of


No. Rs. 10 each equity holding (%)
1. TWDPL 750,000 51.87
2. Baljinder Singh Khanna 250,000 17.29
3. ERL 445,856 30.84
Total 1,445,856 100.00

13. Annapoorna Entertainment World Developers Private Limited (“AEWDPL”)

Corporate Information

AEWDPL was incorporated as „Bhopal Entertainment World Developers Private Limited‟ on April 18,
2007 under the Companies Act. On October 05, 2007 the name was changed to „Annapoorna Entertainment
World Developers Private Limited‟. AEWDPL is engaged in the business of developing shopping malls,
commercial complexes including multiplex, hotel and food courts.

Capital Structure as of June 30, 2010

No. of equity shares of Rs. 10 each


Authorised capital 500,000
Issued, subscribed and paid-up capital 20,000

Shareholding Pattern as of June 30, 2010

The shareholding pattern of AEWDPL is as follows:

S. Name of the Shareholder No. of equity shares of Percentage of total of


No. Rs. 10 each equity holding (%)
1. TWDPL 19,980 100
2. Manish Kalani* 10 -

138
3. B. Rajesh Nair* 10 -
Total 20,000 100.00
*
Equity shares held on behalf of TWDPL

14. Indore Treasure Market City Private Limited (“ITMCPL”)

Corporate Information

ITMCPL was incorporated as „Five Star Developers Private Limited‟ on February 23, 2006 under the
Companies Act. On November 25, 2008 the name was changed to „Indore Treasure Market City Private
Limited‟. ITMCPL is engaged in the business of developing shopping malls, commercial complexes
including multiplex, hotel and food courts.

Share subscription agreement dated September 23, 2006 (the “SSA”) and Shareholders‟ agreement
dated October 20, 2006 (the “SHA”) between ITMCPL, K2C Residential Limited (“K2C”), the
Company and Manish Kalani

ITMCPL has entered into the SSA and the SHA with K2C, the Company and Manish Kalani. ITMCPL has
issued 300,000 partly paid equity shares at a price of Rs. 1,901.66 per equity share for an amount
aggregating to Rs. 570,500,000 to K2C and 660,000 partly paid equity shares for an amount aggregating to
Rs. 398,058,600 to the Company constituting 30% and 66%, respectively of the equity share capital of
ITMCPL on a diluted basis. Additionally, Caravan Realty Private Limited was holding 40,000 equity
shares constituting 4% of the equity share capital of ITMCPL which were transferred to K2C on November
4, 2008. The Company, Manish Kalani and K2C proposed ITMCPL to undertake the development and
construction of residential blocks, commercial complex, shopping mall and hotel to be located at village
Khajrana, Indore. Pursuant to an amendment agreement dated November 7, 2008 among ITMCPL,
TWDPL, Manish Kalani, K2C and Weser River Limited (“WRL”), WRL has agreed to subscribe to
194,118 equity shares of ITMCPL at a price of Rs. 2,359.39.

Capital Structure as of June 30, 2010

No. of equity shares of Rs. 10 each


Authorised capital 1,500,000
Issued, subscribed and paid-up capital 1,243,692

Shareholding Pattern as of June 30, 2010

The shareholding pattern of ITMCPL is as follows:

S. Name of the Shareholder No. of equity shares of Percentage of total of


No. Rs. 10 each equity holding (%)
1. TWDPL 704,238 56.62
2. K2C 346,813 27.89
3. WRL 192,641 15.49
Total 1,243,692 100.00

15. Udaipur Treasure Market City Private Limited (“UTMCPL”)

Corporate Information

UTMCPL was incorporated as „Udaipur Entertainment World Private Limited‟ on January 25, 2007
under the Companies Act. On September 29, 2008, the name was changed to „Udaipur Treasure Market
City Private Limited‟. UTMCPL is engaged in the business of developing shopping malls, commercial
complexes including multiplex, hotel and food courts.

139
Capital Structure as of June 30, 2010

No. of equity shares of Rs.10 each


Authorised capital 1,000,000
Issued, subscribed and paid-up capital 100,000

Shareholding Pattern as of June 30, 2010

The shareholding pattern of UTMCPL is as follows:

S. Name of the Shareholder No. of equity shares of Percentage of total of


No. Rs. 10 each equity holding (%)
1. TWDPL 99,980 100
2. Manish Kalani* 10 -
3. B. Rajesh Nair* 10 -
Total 100,000 100.00
*
Equity shares held on behalf of TWDPL

16. Dazzling Properties Private Limited (“DPPL”)

Corporate Information

DPPL was incorporated as „Dazzling Properties Private Limited‟ on August 10, 2006 under the Companies
Act. DPPL is engaged in the business of developing shopping malls, commercial complexes including
multiplex, hotel and food courts.

Joint development agreement dated September 20, 2008 between DPPL, Landmark Hi Tech
Development Private Limited (“Landmark”) and TWDPL (the “JDA”)

Pursuant to the JDA, DPPL, Landmark and TWDPL, have formed Landmark Treasure Town (“LTT”), an
association of persons to undertake the planning, designing, construction, development, marketing and sale
of a multiple group housing project “Landmark Treasure Town and Treasure Vihar” in Udaipur. DPPL and
Landmark have contributed Rs. 204,000,000 and Rs. 196,000,000 respectively thereby constituting 51%
and 49% sharing ratio. In terms of the JDA, DPPL has granted irrevocable and exclusive development
rights to LTT and it is also entitled to obtain loans from banks and financial institutions by creating
equitable mortgage/ charge on the project property. LTT shall be managed and controlled by a board
constituting of four members with two representations each from DPPL and Landmark. Landmark shall
also have a right to nominate two directors on the board of DPPL. LTT shall complete the project within
three years from the signing of the JDA. Further, TWDPL has agreed to pledge the share certificates
representing its holding of 49% of the total paid-up equity share capital in DPPL with Landmark till the
completion of the project.

Capital Structure as of June 30, 2010

No. of equity shares of Rs. 10 each


Authorised capital 10,000
Issued, subscribed and paid-up capital 10,000

Shareholding Pattern as of June 30, 2010

The shareholding pattern of DPPL is as follows:

S. Name of the Shareholder No. of equity shares of Percentage of total of


No. Rs. 10 each equity holding (%)
1. TWDPL 9,900 100
2. Manish Kalani* 100 -

140
Total 10,000 100.00
*
Equity shares held on behalf of TWDPL

17. Entertainment World Developers Amritsar Private Limited (“EWDAPL”)

Corporate Information

EWDAPL was incorporated as „Entertainment World Developers Amritsar Private Limited‟ on April 11,
2007 under the Companies Act. EWDAPL is engaged in the business of developing shopping malls,
commercial complexes including multiplex, hotel and food courts.

Capital Structure as of June 30, 2010

No. of equity shares of Rs. 10 each


Authorised capital 500,000
Issued, subscribed and paid-up capital 10,000

Shareholding Pattern as of June 30, 2010

The shareholding pattern of EWDAPL is as follows:

S. Name of the Shareholder No. of equity shares of Percentage of total of


No. Rs.10 each equity holding (%)
1. TWDPL 9,980 100
2. Manish Kalani* 10 -
3. B. Rajesh Nair* 10 -
Total 10,000 100.00
*
Equity shares held on behalf of TWDPL

18. Chandigarh Entertainment World Private Limited (“CEWPL”)

Corporate Information

CEWPL was incorporated as „Chandigarh Entertainment World Private Limited‟ on January 27, 2007
under the Companies Act. CEWPL is engaged in the business of developing shopping malls, commercial
complexes including multiplex, hotel and food courts.

Capital Structure as of June 30, 2010

No. of equity shares of Rs. 10 each


Authorised capital 1,000,000
Issued, subscribed and paid-up capital 10,000

Shareholding Pattern as of June 30, 2010

The shareholding pattern of CEWPL is as follows:

S. Name of the Shareholder No. of equity shares of Percentage of total of


No. Rs. 10 each equity holding (%)
1. TWDPL 9,980 100
2. Manish Kalani* 10 -
3. B. Rajesh Nair* 10 -
Total 10,000 100.00
*
Equity shares held on behalf of TWDPL

141
19. Jodhpur Entertainment World Developers Private Limited (“JEWDPL”)

Corporate Information

JEWDPL was incorporated as „Jodhpur Entertainment World Developers Private Limited‟ on September
10, 2007 under the Companies Act. JEWDPL is engaged in the business of developing shopping malls,
commercial complexes including multiplex, hotel and food courts.

Capital Structure as of June 30, 2010

No. of equity shares of Rs. 10 each


Authorised capital 500,000
Issued, subscribed and paid-up capital 10,000

Shareholding Pattern as of June 30, 2010

The shareholding pattern of JEWDPL is as follows:

S. Name of the Shareholder No. of equity shares of Percentage of total of


No. Rs. 10 each equity holding (%)
1. TWDPL 9,980 100
2. Manish Kalani* 10 -
3. B. Rajesh Nair* 10 -
Total 10,000 100.00
*
Equity shares held on behalf of TWDPL

20. Intesys Technologies Private Limited (“ITPL”)

Corporate Information

ITPL was incorporated as „Intesys Technologies Private Limited‟ on March 7, 2008 under the Companies
Act. ITPL is engaged in the business of interior fitout of buildings, interior contracts, project management
and architecture.

Joint Venture Agreement dated February 19, 2008 between the Company, Manashi Construction
Private Limited (“MCPL”), Vikas Aggarwal and Abhik Roy Choudhury (the “JVA”)

Pursuant to the JVA, the Company, MCPL, Vikas Aggarwal and Abhik Roy Choudhury agreed to
incorporate ITPL, as a private limited company for execution of interior fit outs of malls and other
commercial buildings. The Company shall hold 51% of the Class B equity shares and MCPL, Vikas
Aggarwal and Abhik Roy Choudhury shall collectively hold 49% of the Class A equity shares. The initial
and permanent members of the board of directors of ITPL shall consist of Manish Kalani, B. Rajesh Nair,
Vikas Aggarwal and Abhik Roy Choudhury. The Company has agreed to provide an unsecured interest free
loan for working capital and initial investment in fixed assets and MCPL, Vikas Aggarwal and Abhik Roy
Choudhury has collectively agreed to provide an interest free unsecured loan for the office place and the
initial investment in setting up the head office. In terms of the JVA the Company has agreed to provide the
interior design work of the malls set up by the Company to ITPL under separate competitive item rate
contract. All the parties have agreed not to independently undertake the work which is given to ITPL,
except that MCPL, Vikas Aggarwal and Abhik Roy Choudhury are allowed to execute such work not
exceeding Rs. 200 million and shall not undertake any acoustic work in areas in which Intesys operates.

Capital Structure as of June 30, 2010

142
No. of equity shares of Rs. 10 each
Authorised capital 1,000,000
Issued, subscribed and paid-up capital 10,000

Shareholding Pattern as of June 30, 2010

The shareholding pattern of ITPL is as follows:

S. Name of the Shareholder No. of equity shares of Percentage of total of


No. Rs. 10 each equity holding (%)
1. Manish Kalani* 2,600 26.00
2. B. Rajesh Nair* 2,500 25.00
3. Abhik Roy Choudhury 2,200 22.00
4. Abhik Roy Choudhury** 500 5.00
5. Vikas Agarwal 2,200 22.00
Total 10,000 100.00
*
Equity shares held on behalf of TWDPL
**
Equity shares held on behalf of MCPL

21. Treasure MEP Services Private Limited (“TMEP”)

Corporate Information

TMEP was incorporated as „EWDPL Engineering Private Limited‟ on February 12, 2008 under the
Companies Act. On September 19, 2008 the name was changed to „Treasure MEP Services Private
Limited‟. TMEP is engaged in the business of execution of turnkey projects and providing consultancy
services in connection with the planning, developing, constructing, working, maintaining, modernizing,
improvising, developing of plants and machineries.

Capital Structure as of June 30, 2010

No. of equity shares of Rs. 10 each


Authorised capital 1,000,000
Issued, subscribed and paid-up capital 10,000

Shareholding Pattern as of June 30, 2010

The shareholding pattern of TMEP is as follows:

S. Name of the Shareholder No. of equity shares of Percentage of total of


No. Rs. 10 each equity holding (%)
1. TWDPL 9,980 100
2. Manish Kalani* 10 -
3. B. Rajesh Nair* 10 -
Total 10,000 100
*
Equity shares held on behalf of TWDPL

22. Treasure Food & Beverages Private Limited (“TFBPL”)

Corporate Information

TFBPL was incorporated as „EWDPL Food & Beverages Private Limited‟ on March 13, 2008 under the
Companies Act. On September 19, 2008 the name was changed to „Treasure Food & Beverages Private

143
Limited‟. TFBPL is engaged in the business of running food courts, chains of food courts, restaurants,
chains of restaurants and hoteliers.

Capital Structure as of June 30, 2010

No. of equity shares of Rs. 10 each


Authorised capital 1,000,000
Issued, subscribed and paid-up capital 95,000

Shareholding Pattern as of June 30, 2010

The shareholding pattern of TFBPL is as follows:

S. Name of the Shareholder No. of equity shares of Percentage of total of


No. Rs. 10 each equity holding (%)
1. TWDPL 94,980 100
2. Manish Kalani* 10 -
3. B. Rajesh Nair* 10 -
Total 95,000 100.00
*
Equity shares held on behalf of TWDPL

23. Cassandra Realty Private Limited (“CRPL”)

Corporate Information

CRPL was incorporated as „R.M.K. Power Private Limited‟ on August 13, 1999 under the Companies Act.
On October 16, 2006 the name was changed to „Cassandra Reality Private Limited‟. On January 10, 2007
the name was further changed to „Cassandra Realty Private Limited‟. CRPL is engaged in the business of
developing shopping malls, commercial complexes including multiplex, hotel and food courts.

Capital Structure as of June 30, 2010

No. of equity shares of Rs.10 each


Authorised capital 250,000
Issued, subscribed and paid-up capital 100,000

Shareholding Pattern as of June 30, 2010

The shareholding pattern of CRPL is as follows:

S. Name of the Shareholder No. of equity shares of Percentage of total of


No. Rs. 10 each equity holding (%)
1. TWDPL 99,990 100
2. TWDPL jointly with Manish Kalani 10 -
Total 100,000 100.00

24. Treasure Hospitality Private Limited (“THPL”)

Corporate Information

THPL was incorporated as „EWDPL Raipur Hospitality Private Limited‟ on March 13, 2008 under the
Companies Act. On September 19, 2008 the name was changed to „Treasure Hospitality Private Limited‟.
THPL is engaged in the business of running hotels, spa, resorts and motels, recreations centre, amusement
and entertainment parks, restaurants, picnic spots.

144
Capital Structure as of June 30, 2010

No. of equity shares of Rs. 10 each


Authorised capital 1,000,000
Issued, subscribed and paid-up capital 10,000

Shareholding Pattern as of June 30, 2010

The shareholding pattern of THPL is as follows:

S. Name of the Shareholder No. of equity shares of Percentage of total of


No. Rs. 10 each equity holding (%)
1. TWDPL 9,980 100
2. Manish Kalani* 10 -
3. B. Rajesh Nair* 10 -
Total 10,000 100.00
*
Equity shares held on behalf of TWDPL

25. Indore Treasure Town Private Limited (“ITTPL”)

Corporate Information

ITTPL was incorporated as „21st Centuri Properties Private Limited‟ on February 23, 2006 under the
Companies Act. On July 3, 2006 the name was changed to „Twenty First Century Properties Private
Limited‟. The name was further changed to „Indore Treasure Town Private Limited‟ on December 29,
2008. ITTPL is engaged in the business of acquiring land for residential, business, industrial, commercial,
agricultural, or other purposes and preparing building sites, constructing, reconstructing, decorating,
improving, altering, furnishing and maintaining Shopping Malls, offices, flats, houses, factories, cinema
theatres, opera houses, auditoriums, warehouses.

Share subscription agreement dated September 23, 2006 between ITTPL, K2C Residential Limited
(“K2C”), the Company and Manish Kalani (the “SSA”)

ITTPL has issued 900,000 class A equity shares of Rs. 10 each for an amount aggregating to Rs.
625,665,108 to the Company and 525,000 class B equity shares and 75,000 class A equity shares to K2C
for an amount aggregating to Rs. 401,186,500 constituting 60% and 40%, respectively of the paid-up equity
share capital of ITTPL under the SSA and supplementary agreement dated January 31, 2009. Additionally,
Caravan Realty Private Limited was holding 50,000 class A equity shares constituting 5% of the equity
share capital of ITTPL which were transferred to K2C on November 4, 2008. The Company, Manish
Kalani and K2C have proposed ITTPL to undertake the development and construction of a residential
township to be located in Bijalpur, Indore.

Capital Structure as of June 30, 2010

No. of equity shares of Rs. 10 each


Authorised capital 1,500,000
Issued, subscribed and paid-up capital 1,500,000

Shareholding Pattern as of June 30, 2010

The shareholding pattern of ITTPL is as follows:

S. Name of the Shareholder No. of equity shares of Percentage of total of


No. Rs. 10 each equity holding (%)
1. TWDPL 900,000 60.00

145
2. K2C 600,000 40.00
Total 1,500,000 100.00

26. Wanderland Real Estates Private Limited (“WREPL”)

Corporate Information

WREPL was incorporated as „Wanderland Real Estates Private Limited‟ on February 24, 2006, under the
Companies Act. WREPL is engaged in the business of acquiring land for residential, business, industrial,
commercial, agricultural, or other purposes and preparing building sites, constructing, reconstructing,
decorating, improving, altering, furnishing and maintaining Shopping Malls, offices, flats, houses,
factories, cinema theatres, opera houses, auditoriums, warehouses.

Capital Structure as of June 30, 2010

No. of equity shares of Rs. 10 each


Authorised capital 1,000,000
Issued, subscribed and paid-up capital 525,000

Shareholding Pattern as of June 30, 2010

The shareholding pattern of WREPL is as follows:

S. Name of the Shareholder No. of equity shares of Percentage of total of


No. Rs. 10 each equity holding (%)
1. Kalani Industries Private Limited 37,250 7.10
2. Patwari Real Estates Private Limited 31,000 5.90
3. Padma Kalani 45,000 8.57
4. Namita Kalani 10,500 2.00
5. P. S. Kalani 5,500 1.05
6. Manisha Kalani 26,250 5.00
7. Yuvraj Trust 26,250 5.00
8. Ridhima Family Trust 26,250 5.00
9. Vinayak Kalani 26,250 5.00
9. TWDPL 267,750 51.00
10. Manish Kalani 9,000 1.71
11. P. S. Kalani (HUF) 5,000 0.95
12. Manish Kalani (HUF) 9,000 1.71
Total 525,000 100.00

27. Pune Entertainment World Developers Private Limited (“PEWDPL”)

Corporate Information

PEWDPL was incorporated as „Pune Entertainment World Developers Private Limited‟ on April 19, 2007
under the Companies Act. PEWDPL is engaged in the business of developing shopping malls, residential
township, commercial complexes including multiplex, hotel and food courts.

Capital Structure as of June 30, 2010

No. of equity shares of Rs. 10 each


Authorised capital 500,000
Issued, subscribed and paid-up capital 10,000

146
Shareholding Pattern as of June 30, 2010
The shareholding pattern of PEWDPL is as follows:

S. Name of the Shareholder No. of equity shares of Percentage of total of


No. Rs. 10 each equity holding (%)
1. ITTPL 9,980 100
2. Manish Kalani* 10 -
3. B. Rajesh Nair* 10 -
Total 10,000 100.00
*
Equity shares held on behalf of ITTPL

28. Entertainment World Developers Bijalpur Private Limited (“EWBDPL”)

Corporate Information

EWBDPL was incorporated as „Entertainment World Developers Bijalpur Private Limited‟ on January 17,
2007 under the Companies Act. EWBDPL is engaged in the business of developing shopping malls,
residential township, commercial complexes including multiplex, hotel and food courts.

Capital Structure as of June 30, 2010

No. of equity shares of Rs. 10 each


Authorised capital 500,000
Issued, subscribed and paid-up capital 10,000

Shareholding Pattern as of June 30, 2010


The shareholding pattern of EWBDPL is as follows:

S. Name of the Shareholder No. of equity shares of Percentage of total of


No. Rs. 10 each equity holding (%)
1. ITTPL 9,980 100
2. Manish Kalani* 10 -
3. B. Rajesh Nair* 10 -
Total 10,000 100.00
*
Equity shares held on behalf of ITTPL

29. Banglore Entertainment World Developers Private Limited (“BEWDPL”)


Corporate Information
BEWDPL was incpororated as „Banglore Entertainment World Developers Private Limited‟ on April 3,
2008 under the Companies Act. BEWDPL is engaged in the business of developing shopping malls,
residential township, commercial complexes including multiplex, hotel and food court.

Capital Structure as of June 30, 2010

No. of equity shares of Rs. 10 each


Authorised capital 1,000,000
Issued, subscribed and paid-up capital 10,000

Shareholding Pattern as of June 30, 2010


The shareholding pattern of BEWDPL is as follows:

S. Name of the Shareholder No. of equity shares of Percentage of total of


No. Rs. 10 each equity holding (%)
1. TWDPL 9,980 100

147
2. TWDPL jointly with Manish Kalani 20 -
Total 10,000 100.00

Joint Venture

Naman Mall Management Company Private Limited (“NMMCPL”)

Corporate Information

NMMCPL was incorporated as „Naman Mall Management Company Private Limited‟ on June 2, 2005
under the Companies Act. NMMCPL is engaged in the business of development of shopping mall,
commercial complexes including multiplex, hotel and food courts.

Capital Structure as of June 30, 2010

No. of equity shares of Rs. 10 each


Authorised capital 1,000,000
Issued, subscribed and paid-up capital 780,000

Shareholding Pattern as of June 30, 2010

The shareholding pattern of NMMCPL is as follows:

S. Name of the Shareholder No. of equity shares of Percentage of total of


No. Rs. 10 each equity holding (%)
1. EWDL 390,000 50
2. Kshitij Venture Capital Fund 390,000 50
Total 780,000 100.00

Association of Persons

Landmark Treasure Town (“Landmark”)

Corporate Information

Landmark is an unincorporated joint venture arrangement of the TWDPL, Dazzling Properties Private
Limited and Landmark Hi Tech Development Private Limited on September 20, 2008 to undertake the
exclusive construction, development, marketing and sale of the multiple group housing project at village
Badgaon, Udaipur, Rajasthan.

The Capital contribution in Landmark is as follows:

S. Name of the Shareholder Capital Percentage of total


No. Contribution Capital Contribution
(%)
1. Dazzling Properties Private Limited 204,000,000 51.00
2. Landmark Hi Tech Development Company 196,000,000 49.00
Private Limited
Total 400,000,000 100.00

148
PROMOTERS AND PROMOTER GROUP

Promoters

Manish Kalani, Padma Homes Private Limited and Kalani Brothers (Indore) Private Limited are the Promoters of
the Company.

Details of individual Promoter

Manish Kalani is the Managing Director of the Company. He is a resident Indian


national. For further details, see “Management” on page 113 of this Draft Red Herring
Prospectus.

The driving license number of Manish Kalani is MP09R-2009-0580329 and his voter
identification number is LHV3458247.

We confirm that the permanent account number, bank account number and passport
number of Manish Kalani shall be submitted to the Stock Exchanges, at the time of
filing the Draft Red Herring Prospectus with them.

Details of corporate Promoters

1. Padma Homes Private Limited (“PHPL”)

PHPL was incorporated under the Companies Act on January 31, 2002. The registered office of PHPL is
situated at 11, Tukoganj, Main Road, Indore 452 001. PHPL is involved in the business of dealing in real
estate and properties.

Board of Directors:

1. Padma Kalani;
2. B. Rajesh Nair; and
3. S.K. Talati

Shareholding Pattern of PHPL is as follows:

S. No Name of the Shareholder No. of Equity Shares held Percentage


1. Kartikey Family Trust 30,000 12.21
2. Manisha Kalani 73,468 29.90
3. Padma Kalani 73,413 29.88
4. S. F. Trust 34,823 14.17
5. Vinayak Family Trust 33,986 13.83
Total 245,690 100.00

Financial Performance
(Rs. in million except share data)
Particulars Fiscal 2010 Fiscal 2009 Fiscal 2008
Sales and Other Income 0.03 0.03 0.06
PAT (0.31) (0.19) (0.21)
Equity Capital 2.45 2.46 2.46
Reserves (excluding revaluation Nil Nil Nil
reserves)
EPS (Rs.) (1.27) (0.80) (0.88)
Book Value (Rs.) 6.65 7.92 8.72

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Promoter of PHPL

Padma Kalani, Manisha Kalani, Kartikey Family Trust, S.F. Trust and Vinayak Family Trust are the
promoters of PHPL.

Other Information

PHPL is an unlisted company. PHPL is neither a sick company within the meaning of Sick Industrial
Companies (Special Provisions) Act, 1985 nor is under the process of winding up. PHPL had no negative
net worth as of the date of the respective last audited financial statements.

There has been no change in the management or in the persons holding controlling interest in PHPL since
incorporation.

The Company confirms that the permanent account number, bank account number, company registration
number and the address of the registrar of companies where PHPL is registered shall be submitted to the
Stock Exchanges at the time of filing the Draft Red Herring Prospectus.

2. Kalani Brothers (Indore) Private Limited (“KBIPL”)

KBIPL was incorporated under the Companies Act on December 28, 1959. The registered office of KBIPL
is situated at 11 Tukoganj, Main Road, Indore 452 001. KBIPL is involved in dealing of real estate and
properties.

Board of Directors:

1. Padma Kalani;
2. B. Rajesh Nair;
3. N.K. Malviya; and
4. S.K. Talati

Shareholding Pattern of KBIPL is as follows:

S. Name of the Shareholder No. of Equity Shares held Percentage


No.
1. Kalani Family Trust 144,300 2.89
2. Kartikey Family Trust 610,500 12.22
3. Manish Saurabh Trust 144,300 2.89
4. Manisha Kalani 1,365,300 27.33
5. Padma Kalani 1,365,300 27.33
6. Ridhima Family Trust 754,800 15.11
7. Vinayak Family Trust 610,500 12.22
Total 4,995,000 100.00

Financial Performance
(Rs. in million except share data)
Particulars Fiscal 2010 Fiscal 2009 Fiscal 2008
Sales and Other Income 2.77 2.41 2.23
PAT 1.35 0.003 1.21
Equity Capital 49.95 49.95 49.95
Reserves (excluding revaluation 94.67 93.32 93.31
reserves)
EPS (Rs.) 0.27 0.001 0.24
Book Value (Rs.) 28.95 28.68 28.68

150
Promoters of KBIPL

Padma Kalani, Manisha Kalani, Kartikey Family Trust, Vinayak Family Trust, Kalani Family Trust,
Manish Saurabh Trust and Ridhima Family Trust are the promoters of KBIPL.

Other Information

KBIPL is an unlisted company. KBIPL is neither a sick company within the meaning of Sick Industrial
Companies (Special Provisions) Act, 1985 nor is under the process of winding up. KBIPL had no negative
net worth as of the date of the respective last audited financial statements.

There has been no change in the management or in the persons holding controlling interest in KBIPL since
incorporation.

The Company confirms that the permanent account number, bank account number, company registration
number and the address of the registrar of companies where KBIPL is registered shall be submitted to the
Stock Exchanges at the time of filing the Draft Red Herring Prospectus.

Interests of Promoters and Common Pursuits

The Promoters are interested to the extent of their shareholding in the Company. For details of the Promoters‟
shareholding in the Company, see “Capital Structure” and “Management” on pages 26 and 113 of this Draft Red
Herring Prospectus, respectively.

Further, the individual Promoter who is also a Director may be deemed to be interested to the extent of fees, if any,
payable to him for attending meetings of the Board or a Committee thereof as well as to the extent of other
remuneration, reimbursement of expenses payable to him. For further details, see “Management” on page 113 of this
Draft Red Herring Prospectus.

Further, the individual Promoter is also a director on the boards, or is a member, or is a partner, of certain Promoter
Group entities and may be deemed to be interested to the extent of the payments made by the Company, if any, to
these Promoter Group entities. For the payments that are made by the Company to certain Promoter Group entities,
see “Related Party Transactions” on page 160 of this Draft Red Herring Prospectus.

Except as stated otherwise in this Draft Red Herring Prospectus, the Company has not entered into any contract,
agreements or arrangements during the preceding two years from the date of this Draft Red Herring Prospectus in
which the Promoter is directly or indirectly interested and no payments have been made to him in respect of the
contracts, agreements or arrangements which are proposed to be made with him including the properties purchased
by the Company other than in the normal course of business.

Further, the Promoter does not have any interest in any venture that is involved in any activities similar to those
conducted by us except as disclosed in this section and “Group Companies” on page 155 of this Draft Red Herring
Prospectus.

Payment of benefits to Promoters

Except as stated in “Related Party Transactions” on page 160 of this Draft Red Herring Prospectus, there has been
no payment of benefits to the Promoters during the two years prior to the filing of this Draft Red Herring Prospectus.

Confirmations

Further, none of the Promoters has been declared as a wilful defaulter by the RBI or any other governmental
authority and there are no violations of securities laws committed by the Promoters in the past or are pending against
them. However, Gilt Pack Limited, a public limited company, promoted by P. S. Kalani (father of Manish Kalani)
and Saurabh Kalani (brother of Manish Kalani) defaulted on certain loans and was wound up by an order of the
Board for Industrial and Financial Reconstruction in 1991. Pursuant to this event, P. S. Kalani, being the promoter of

151
Gilt Pack Limited, was included in the list of wilful defaulters by RBI.

Companies with which Promoters have disassociated in the last three years

None of the Promoters have disassociated with any companies in the last three years.

Promoter Group

1. Natural persons who are part of the Promoter Group

The natural persons who are part of the Promoter Group (due to their relationship with Manish Kalani),
other than the Promoter are as follows:

Name Relationship with Promoter


P.S. Kalani Father
Padma Kalani Mother
Manisha Kalani Wife
Saurabh Kalani Brother
Ridhima Kalani Daughter
Deepak Dhar Gupta Father of the spouse
Usha Gupta Mother of the spouse
Jai Dhar Gupta Brother of the spouse
Mandira Malhotra Sister of the spouse

2. Corporate entities forming part of the Promoter Group

S. No Name of the Entity


1. Anshuman Properties Private Limited
2. Chitrakoot Mercantiles Private Limited
3. Ecstasy Heights Private Limited
4. Excellence Properties Private Limited
5. Gemini Heights Private Limited
6. High Beam Reality Private Limited
7. High-Skey Properties Private Limited
8. Kalani Industries Private Limited
9. Samarpit Developers Private Limited
10. TI Travels Private Limited
11. Wanderland Constructions Private Limited
12. Crystal 3 Power Private Limited
13. Flexituff International Limited
14. Four Dimension Properties Private Limited
15. Ratangiri Vinimay Private Limited
16. Ambika Commercial Private Limited
17. Indore Land and Finance Private Limited
18. Herbal Dream Ayurveda Creations Private Limited
19. Satguru Polyfab Private Limited
20. Triple A Real Estates Private Limited
21. Nanofil Technologies Private Limited
22. Saka Tradings Private Limited
23. Saurabh Properties Private Limited

152
S. No Name of the Entity
24. Seven Star Properties Private Limited
25. Sunrise Properties Private Limited
26. Vibgyor Laminates Private Limited
27. MRK Pipes Limited
28. Vindhya Cement Private Limited
29. Dumet Wire India Private Limited
30. Fab Syntex Private Limited
31. Fantasy Real Estates Private Limited
32. Gagan Commercial Agencies Limited
33. Dreamworld Developers Private Limited
34. Pusti Trading Private Limited
35. Sanovi Trading Private Limited
36. Skyline Advisory Services Private Limited
37. Triple A Constructions Private Limited
38. Miscellani Global Private Limited
39. Olive Commercial Company Limited
40. Kartikey Family Trust
41. Ridhima Family Trust
42. S. F. Trust
43. Vinayak Family Trust
44. B.N.Kalani & Sons HUF
45. Prem Swarup Kalani HUF
46. Prem Swarup Manish Kalani HUF
47. Manish Kalani HUF

Further, the following entities have been included in the Promoter Group in accordance with Regulation
2(zb)(iii)(C) of the SEBI Regulations. None of these entities, except Kalani Holdings Private Limited (a
wholly owned subsidiary of PML), hold any equity shares in the Company or have any other interest in the
Company as on the date of this Draft Red Herring Prospectus. Further, none of the Promoters of the
Company holds any shares or has any other interest in any of the entities mentioned below, as on the date
of this Draft Red Herring Prospectus.

S. No Name of the Entity


1. Pinnacle Real Estate Development Private Limited
2. Market City Resources Private Limited
3. Classic Mall Development Company Private Limited
4. Starboard Hotels Private Limited
5. Offbeat Developers Private Limited
6. Island Star Mall Developers Private Limited
7. Vamona Developers Private Limited
8. Juniper Developers Private Limited
9. Escort Developers Private Limited
10. Palladium Constructions Private Limited
11. Kalani Holdings Private Limited (a wholly owned subsidiary of PML)
12. Market City Management Private Limited
13. Bellona Finvest Limited

153
S. No Name of the Entity
14. Pallazzio Hotels & Leisure Limited
15. Big Apple Real Estate Private Limited
16. Plutocrat Assets & Capital Management Private Limited
17. Bartraya Mall Development Private Limited
18. Ramayana Realtors Private Limited
19. Picasso Developers Private Limited

154
GROUP COMPANIES

Companies forming part of Group Companies

Unless otherwise stated, none of the companies forming part of Group Companies is a sick company under the
meaning of SICA and none of them are under winding up. Further, all the Group Companies are unlisted companies
and they have not made any public issue of securities in the preceding three years.

The Group Companies of our Company are as follows:

S.no Name of the Company


1. Flexituff International Limited
2. MRK Pipes Limited
3. Triple A Real Estates Private Limited
4. Fantasy Real Estates Private Limited
5. Dreamworld Developers Private Limited
6. Four Dimension Properties Private Limited
7. Crystal 3 Power Private Limited

The details of the Group Companies are set forth below:

1. Flexituff International Limited (“FIL”)

Corporate Information

FIL was incorporated on April 08, 1993 under the Companies Act. The registered office of FIL is situated
at 2nd Floor, Main Building, Dr. R R Mukerjee Road, Kolkata, 700001. FIL is engaged in the business of
manufacture of woven polypropylene fabric and its products.

Interest of the Promoter

Manish Kalani, one of the Promoters of the Company is the managing director of FIL. None of the
Promoters of the Company hold any equity shares in FIL other than Manish Kalani, who holds 11,400
Equity Shares aggregating to 0.1% of the equity share capital of FIL.

Financial Information
(In Rs. million, except share data)
Particulars Fiscal 2009 Fiscal 2008 Fiscal 2007
Equity Capital 113.14 110.91 26.98
Reserves (excluding revaluation reserves) and surplus 573.17 469.53 391.39
Income (including other income) 2618.06 2239.78 1690.63
Profit After Tax 81.52 76.23 82.06
Earning Per Share (face value Rs. 10 each) (Basic) 7.13 11.94 39.81
Net asset value per share 60.66 52.33 155.08

2. MRK Pipes Limited (“MRKPL”)

Corporate Information

MRKPL was incorporated on July 31, 2000 under the Companies Act. The registered office of MRKPL is
situated at Parasrampuria Chambers, opposite Road No. 1, VKI Area, Jaipur 302 013. MRKPL is engaged
in the business of manufacturing, producing, buying and selling all types of pipes and ancillary businesses.

155
Interest of the Promoter

Manish Kalani, one of the Promoters of the Company holds 364,010 equity shares aggregating to 7.28% of
the issued and paid up capital of MRKPL.

Financial Information
(In Rs. million, except share data)
Particulars Fiscal 2009 Fiscal 2008 Fiscal 2007
Equity Capital 158.63 93.34 106.22
Reserves (excluding revaluation reserves) and surplus 73.76 68.97 64.35
Income (including other income) 662.70 592.03 461.19
Profit After Tax 4.79 4.62 1.16
Earning Per Share (face value Rs. 10 each) 0.96 0.92 0.23
Net asset value per share 45.84 32.46 34.10

3. Triple A Real Estates Private Limited (“TREPL”)

Corporate Information

TREPL was incorporated on January 10, 1990 under the Companies Act. The registered office of TREPL is
situated at 161, Suniket Apartment, Khajrana Road, Indore 452010. TREPL is engaged in the business of
Builder, Developers and construction and ancillary business.

Interest of the Promoter

Manish Kalani, one of the Promoters of the Company holds 901 equity shares of Rs. 100 each aggregating
to 90.10% of the issued and paid up capital of TREPL.

Financial Information
(In Rs. million, except share data)
Particulars Fiscal 2009 Fiscal 2008 Fiscal 2007
Equity Capital 0.10 0.10 0.10
Reserves (excluding revaluation reserves) and surplus 0.41 0.00 0.00
Income (including other income) 0.87 0.26 0.00
Profit After Tax 0.48 (0.02) (0.01)
Earning Per Share (face value Rs. 10 each) 47.89 (2.45) (0.81)
Net asset value per share 51.30 3.40 5.85

4. Fantasy Real Estates Private Limited (“FREPL”)

Corporate Information

FREPL was incorporated on February 20, 2007 under the Companies Act. The registered office of FREPL
is situated at G-16, R. R. Hosiery Building, Shree Laxmi Woolen Mills, Off. Dr. E. Moses Road,
Mahalaxmi, Mumbai. FREPL is involved in dealing in real estate and ancillary businesses.

Interest of the Promoter

Manish Kalani, one of the Promoters of the Company was the intial subscriber to the memorandum of
association of FREPL. None of the Promoters of the Company hold any equity shares in FREPL.

156
Financial Information
(In Rs. million, except share data)
One month
period ended
March 31,
Particulars Fiscal 2009 Fiscal 2008 2007
Equity Capital 1.10 0.10 0.10
Reserves (excluding revaluation reserves) and surplus 0.03 (0.20) (0.00)
(net of P&L debit balance)
Income (including other income) 0.92 0.006 0.00
Profit After Tax 0.23 (0.197) (0.003)
Earning Per Share (face value Rs. 10 each) 2.05 (19.69) (0.30)
Net asset value per share 10.08 (11.93) 7.52

5. Dreamworld Developers Private Limited (“DDPL”)

Corporate Information

DDPL was incorporated on June 26, 2006 under the Companies Act. The registered office of DDPL is
situated at 161-162, Suniket Apartment, Shree Nagar Extension, Khajrana Main Road, Indore 452 001.
DDPL is engaged in the business of constructing shopping malls, multiplex and hotels.

Interest of the Promoter

Manish Kalani, one of the Promoters of the Company holds 900 equity shares aggregating to 9% of the
issued and paid up capital of DDPL.

Financial Information
(In Rs. million, except share data)
Particulars Fiscal 2009 Fiscal 2008 Fiscal 2007
Equity Capital 0.10 0.10 0.10
Reserves (excluding revaluation reserves) and 0.00 0.00 0.00
surplus
Income (including other income) 0.06 0.01 0.00
Profit After Tax 0.03 (0.02) (0.009)
Earning Per Share (face value Rs. 10 each) 3.24 (2.32) (.91)
Net asset value per share 10.01 6.77 7.11

6. Four Dimension Properties Private Limited (“FDPPL”)

Corporate Information

FDPPL was incorporated on October 22, 1996 under the Companies Act. The registered office of FDPPL is
situated at B-4, Parekh Apartment, Ground Floor, Sarojani Road, Vile Parle (West), Mumbai 400 056.
FDPPL is engaged in the business of Builder, Developers and construction and ancillary business.

Interest of the Promoter

Manish Kalani, one of the Promoters of the Company holds 18,100 equity shares aggregating to 90.50% of
the issued and paid up capital of FDPPL.

Financial Information
(In Rs. million, except share data)
Particulars Fiscal 2009 Fiscal 2008 Fiscal 2007
Equity Capital 0.20 0.20 0.20

157
Reserves (excluding revaluation reserves) and 0.00 0.00 0.00
surplus (net of P&L debit balance)
Income (including other income) 0.72 0.26 0.51
Profit After Tax (0.41) (0.02) 0.004
Earning Per Share (face value Rs. 10 each) (20.47) (1.05) 0.21
Net asset value per share* (16.55) 3.91 4.97
*NAV per share is negative for FY 2009 on account of miscellaneous expenditure incurred.

7. Crystal 3 Power Private Limited (“CPPL”)

Corporate Information

CPPL was incorporated on August 22, 2008 under the Companies Act. The registered office of CPPL is
situated at 2nd Floor, Main Building, 19 R.N. Mukherjee Road, Kolkata 700 001. CPPL is engaged in the
business of building, erecting, constructing, establishing, maintaining, improving, managing and operating
electricity generating station and ancillary businesses.

Interest of the Promoter

Manish Kalani, one of the Promoters of the Company was one of the first directors of CPPL. None of the
Promoters of the Company hold any equity shares in CPPL.

Financial Information
(In Rs. million, except share data)
Particulars Fiscal 2009
Equity Capital 0.10
Reserves (excluding revaluation reserves) and surplus (net of P&L debit 0.00
balance)
Income (including other income) 0.00
Profit After Tax 0.00
Earning Per Share (face value Rs. 10 each) 0.00
Net asset value per share* (27.96)
*NAV per share is negative for FY 2009 on account of miscellaneous expenditure incurred.

The Group Companies with negative net worth are as follows:

1. Four Dimension Properties Private Limited

For details in relation to Four Dimension Properties Private Limited, see “Group Companies” on page 155
of this Draft Red Herring Prospectus.

2. Crystal 3 Power Private Limited

For details in relation to Crystal 3 Power Private Limited, see “Group Companies” on page 155 of this
Draft Red Herring Prospectus.

Nature and Extent of Interest of Promoter and Group Companies

(a) In the promotion of our Company

None of our Group Companies have any interest in the promotion of our Company.

(b) In the properties acquired or proposed to be acquired by our Company in the past two years before filing
the Draft Red Herring Prospectus with SEBI

158
Other than KBIPL and PHPL, neither our Promoter nor any of our Group Companies is interested in the
properties acquired or proposed to be acquired by our Company in the two years preceding the filing of the
Draft Red Herring Prospectus.

(c) In transactions for acquisition of land, construction of building and supply of machinery

Neither our Promoter nor any of our Group Companies is interested in any transactions for the acquisition
of land, construction of building or supply of machinery.

Common Pursuits amongst the Group Companies and Associate Companies with our Company

There are no common pursuits amongst any of our Group Companies and our Company.

Related Business Transactions within the Group Companies and Significance on the Financial Performance
of our Company

For details, see “Related Party Transactions” on page 160 of this Draft Red Herring Prospectus.

Sale/Purchase between Group Companies, Subsidiaries and Associate Companies

For details, see “Related Party Transactions” on page 160 of this Draft Red Herring Prospectus.

Business Interest of Group Companies, Subsidiaries and Associate Companies in our Company

We have entered into certain business contracts with our subsidiaries. For details, see “Related Party Transactions”
on page 160 of this Draft Red Herring Prospectus. None of our Group Companies and associate companies have any
business interest in our Company.

Defunct Group Companies

None of our Group Companies remain defunct and no application has been made to the registrar of companies for
striking off the name of any of our Group Companies, during the five years preceding the date of filing the Draft
Red Herring Prospectus with SEBI. None of our Group Companies fall under the definition of sick companies under
SICA and none of them is under winding up.

Public issue or rights issue

None of our Group Companies has made any public or rights issue in the last three years preceding the date of filing
the Draft Red Herring Prospectus.

159
RELATED PARTY TRANSACTIONS

For details of the related party transactions, please see “Consolidated Summary Statement of Related Party
Disclosures” and “Unconsolidated Summary Statement of Related Party Disclosures” on pages 207 and 252,
respectively.

160
DIVIDEND POLICY

The declaration and payment of dividends will be recommended by Board and approved by the shareholders, in their
discretion, and will depend on a number of factors, including, but not limited to our earnings, capital requirements
and overall financial position. The Company has no stated dividend policy and has not declared any dividends in the
last five years.
In addition, our ability to pay dividends may be impacted by a number of factors, including restrictive covenants
under the loan or financing arrangements we may enter into to finance our expansion plans and also the funding
requirements for our expansion plans.

161
SECTION V: FINANCIAL INFORMATION

FINANCIAL STATEMENTS

AUDITOR‟S REPORT

To,
The Board of Directors,
Entertainment World Developers Limited
(Formerly known as Entertainment World Developers Private Limited)
G-16, R.R.Hosiery Building,
Shree Laxmi Woolen Mills,
Opp. Shakti Mills Compound,
Off Dr. E. Moses Road,
Mahalaxmi, Mumbai- 400 011

Dear Sirs,

Re: Proposed initial public offer of equity shares having a face value of Rs. 10/- each for cash, at an issue
price to be arrived at by the book building process (referred as the „Offer‟).

We have reviewed and examined the consolidated financial information of Entertainment World Developers Limited
(Formerly known as Entertainment World Developers Private Limited) („EWDL‟ or „the Company‟) annexed to this
report and initialed by us for identification. The consolidated financial information has been prepared in accordance
with the requirements of Part II of Schedule II to the Companies Act, 1956 („the Act‟), the Securities and Exchange
Board of India („SEBI‟) – (Issue of Capital and Disclosure Requirements) Regulations, 2009 (the „ICDR
Regulations‟) and terms of engagement agreed upon by us with the Company. The consolidated financial
information has been prepared by the Company and approved by its Board of Directors.

A. Consolidated Financial Information:

The consolidated financial information referred to above, relating to profits and losses and assets and liabilities
of EWDL is contained in Annexures I, II, III and IV to this report:

a) Annexure I contains Consolidated Summary Statement of Assets and Liabilities, as restated as at March
31, 2010, 2009, 2008, 2007, 2006;

b) Annexure II contains Consolidated Summary Statement of Profits and Losses, as restated for the years
ended March 31, 2010, 2009, 2008, 2007, 2006;

c) Annexure III contains Consolidated Summary Statement of Cash Flows, as restated for the years ended
March 31, 2010, 2009, 2008, 2007, 2006;

d) Annexure IV contains the Summary of Significant Accounting Policies and Notes to Consolidated
Summary Statements, as restated.

B. Other Consolidated Financial Information:

Other consolidated financial information relating to EWDL prepared by the Company is attached in Annexures V to
XXII to this report:

a) Consolidated Summary Statement of Share Capital, as restated (Annexure V).


b) Consolidated Summary Statement of Reserves and Surplus, as restated (Annexure VI)
c) Consolidated Summary Statement of Secured Loans, as restated (Annexure VII)
d) Consolidated Summary Statement of Unsecured Loans, as restated (Annexure VIII)

162
e) Consolidated Summary Statement of Inventories, as restated (Annexure IX)
f) Consolidated Summary Statement of Fixed Assets, as restated (Annexure X)
g) Consolidated Summary Statement of Sundry Debtors, as restated (Annexure XI)
h) Consolidated Summary Statement of Loans and Advances, as restated (Annexure XII)
i) Consolidated Summary Statement of Cash and Bank Balances, as restated (Annexure XIII)
j) Consolidated Summary Statement of Investments, as restated (Annexure XIV)
k) Consolidated Summary Statement of Current Liabilities and Provisions, as restated (Annexure XV)
l) Consolidated Summary Statement of Income from Operations and Other Income, as restated (Annexure
XVI)
m) Consolidated Summary Statement of Construction Expenses, as restated (Annexure XVII)
n) Consolidated Summary Statement of Employee Remuneration and Benefits, as restated (Annexure XVIII)
o) Consolidated Summary Statement of Operating and Other Expenses, as restated (Annexure XIX)
p) Consolidated Summary Statement of Interest and Finance Charges, as restated (Annexure XX)
q) Consolidated Summary Statement of Related Party Disclosures, as restated (Annexure XXI)
r) Consolidated Capitalisation Statement, as restated (Annexure XXII).
s) Consolidated Summary Statement of Accounting Ratios, as restated (Annexure XXIII).
t) The Company has not declared any dividend (whether interim or final) during the financial years covered
in this report and hence the information regarding rates of dividend in respect of each class of shares has
not been disclosed;

C. We have reviewed and examined, as appropriate, the consolidated financial information contained in the
aforesaid Annexures and are to state as follows:

i. The consolidated financial information contained in these Annexures is based on the audited consolidated
financial statements of the Company for the years ended March 31, 2010, 2009, 2008, 2007 and 2006.

ii. The Consolidated Summary Statement of Assets and Liabilities, Profits and Losses and Statement of Cash
Flows have been restated with retrospective effect to reflect the Significant Accounting Policies being
adopted by the Company as at March 31, 2010, if material.

D. We did not audit the financial statements of the following for the years ended March 31, 2010, 2009, 2008 and
2007:

i. Certain subsidiaries, whose financial statements reflect total assets of Rs. 2,910.31 million, Rs. 2,971.77
million, Rs. 1469.97 million and 309.46 million as at March 31, 2010, 2009, 2008 and 2007 respectively,
total revenues of Rs. 287.66 million, Rs. 179.70 million, Rs. 0.08 million and Rs. 0.33 million and net cash
(outflows) / inflows amounting to (Rs. 5.24 million), Rs. 13.05 million, Rs. 9.42 million and (Rs. 21.63
million) for the financial years ended March 31, 2010, 2009, 2008 and 2007 respectively. Certain associates
whose financial statements reflect the Group‟s share of loss (net) of Rs. 0.16 million and Rs. 0.03 million
for the financial year ended March 31, 2010 and 2009, respectively.

Those financial statements have been audited by other auditors whose reports have been furnished to us by
the Management of the Company, and our opinion is based solely on the reports of the other auditors.

ii. Financial Statements of a joint venture, which reflect the Group‟s share of total assets of Rs. 140.23 million
as at March 31, 2007 and net cash outflows amounting to Rs. 28.81 million for the year ended on that date.

Those financial statements have been audited by M/s Shankarlal Jain and Associates, Chartered
Accountants whose report has been furnished to us by the Management of the Company, and our opinion is
based solely on the report of the other auditors.

iii. Financial Statements of the Company for the year ended March 31, 2006 which have been audited by M/s
M. Munshi & Company, Chartered Accountants. We have relied on these financial statements for the year
ended March 31, 2006 which have been audited by the other auditors for the purpose of this report.

163
E. In our opinion, the consolidated financial information of the Company attached to this report and contained in
the aforesaid Annexures has been prepared in accordance with Part II of Schedule II of the Act and the ICDR
Regulations.

F. This report is intended for your information and for inclusion in the Offer Document being issued by the
Company with regard to the aforesaid proposed initial public offer of equity shares of the Company for cash and
is not to be used, referred to or distributed for any other purpose without our prior written consent.

For Deloitte Haskins & Sells


Chartered Accountants
(Firm‟s Registration No.: 117366W)

A. B. Jani
Mumbai Partner
Dated: June 11, 2010 Membership No.: 46488

164
ANNEXURE I

CONSOLIDATED SUMMARY STATEMENT OF ASSETS AND LIABILITIES, AS RESTATED

Rs. In Million
PARTICULARS AS AT MARCH 31
2010 2009 2008 2007 2006

A FIXED ASSETS
Gross Block 3,733.19 2,474.38 2,004.17 1,444.38 660.43
Less: Depreciation/ Amortization 155.27 102.92 62.81 30.94 6.30
Net Block 3,577.92 2,371.46 1,941.36 1,413.44 654.12
Capital Work- In- Progress 5,017.18 4,447.12 1,842.22 570.16 53.71
Total (A) 8,595.10 6,818.58 3,783.58 1,983.60 707.83

B INVESTMENTS (B) 123.01 119.51 83.27 105.10 -

C CURRENT ASSETS, LOANS AND


ADVANCES
Inventories 3,078.60 2,467.66 1,435.39 291.32 -
Sundry Debtors 385.65 33.26 38.96 13.53 14.00
Cash and Bank Balances 795.61 1,246.85 281.29 117.66 24.86
Loans and Advances 1,221.46 1,048.99 1,301.19 495.73 468.18
Total (C) 5,481.32 4,796.76 3,056.83 918.24 507.04

D LIABILITIES AND PROVISIONS


Current Liabilities 1,276.58 1,452.99 452.65 137.53 105.96
Provisions 28.85 14.60 4.52 3.16 0.70
Deferred Tax Liability 4.50 1.77 - - -
Secured Loans 5,065.61 3,147.27 1,836.97 1,066.28 706.22
Unsecured Loans 4,059.91 4,029.95 2,293.53 560.00 4.77
Deposits from Licencees ( Refer Note 224.38 210.27 136.20 111.96 66.63
B.18 of Annexure IV)
Total (D) 10,659.83 8,856.85 4,723.87 1,878.93 884.28

E Net Worth (A+B+C- 3,539.60 2,878.00 2,199.81 1,128.01 330.59


D)

F Represented by:

1) Share Capital 158.46 158.46 158.46 140.39 102.83

2) Share Application Money - 97.50 879.99 62.73 128.83

3) Reserves and Surplus


(a) Securities Premium Account 1,364.43 1,265.03 902.50 767.45 111.88
(b) General Reserve 6.00 6.00 - - -
(c) Profit and Loss Account - - - 6.05 -
Total [(1)+(2)+(3)] 1,528.89 1,526.99 1,940.95 976.62 343.54

Less: Debit balance in Profit and (16.98) (142.72) (13.86) - (12.95)


Loss Account

Minority Interest 2,027.69 1,493.73 272.72 151.39 -

165
PARTICULARS AS AT MARCH 31
2010 2009 2008 2007 2006

G Net Worth 3,539.60 2,878.00 2,199.81 1,128.01 330.59


The accompanying Summary of Significant Accounting Policies and Notes to Consolidated Summary Statements
are an integral part of this Statement.

166
ANNEXURE II

CONSOLIDATED SUMMARY STATEMENT OF PROFIT AND LOSS, AS RESTATED

Rs. In Million
PARTICULARS FOR THE YEARS ENDED MARCH 31,
2010 2009 2008 2007 2006
INCOME
Income From Operations 1,020.01 389.09 265.32 218.36 26.05
Other Income 42.33 34.59 16.75 13.23 0.10
Total Income 1,062.34 423.68 282.07 231.59 26.15

EXPENDITURE
Construction Expenses 268.93 29.65 - - -
Operating and Other Expenses 276.32 193.65 142.68 113.26 5.91
Employee Remuneration and Benefits 93.41 58.47 41.34 18.48 2.10
Interest 199.19 207.41 86.74 78.98 -
Depreciation/ Amortization 46.23 52.72 41.51 36.08 8.60
Total Expenditure 884.08 541.90 312.27 246.80 16.61

PROFIT/ (LOSS) BEFORE TAX 178.26 (118.22) (30.20) (15.21) 9.54

LESS: PROVISION FOR TAX


Current Tax 27.18 29.83 2.49 1.55 0.80
Deffered Tax 2.85 1.77 - - -
Wealth Tax 0.08 0.04 0.05 0.03 -
Fringe Benefits Tax - 1.64 1.73 1.00 0.35
Net Profit / (Loss) Before Minority Interest and Share from 148.15 (151.50) (34.47) (17.79) 8.39
Associates
Share of loss from Associates 0.16 (0.05) (0.10) - -
Minority Interest 22.25 12.99 (2.07) (0.01) -
Net Profit / (Loss) After Minority Interest and Share from 125.74 (164.54) (32.50) (17.78) 8.39
Associates
Adjustments made on account of restatement - 35.68 12.59 36.78 (21.34)
( Refer Note B.2 of Annexure IV)
Net Profit / (Loss) After Minority Interest and Share from 125.74 (128.86) (19.91) 19.00 (12.95)
Associates, as Restated
Balance brought forward from previous year (142.72) (13.86) 6.05 (12.95) -

BALANCE CARRIED FORWARD, AS RESTATED (16.98) (142.72) (13.86) 6.05 (12.95)

167
ANNEXURE III

CONSOLIDATED SUMMARY STATEMENT OF CASH FLOWS, AS RESTATED

Rs. In Million
Particulars FOR THE YEARS ENDED MARCH 31,
2010 2009 2008 2007 2006

Cash Flow From Operating Activities


Profit Before Tax 178.26 (82.54) (17.61) 21.57 (11.80)

Adjustments for:
Depreciation 46.23 38.40 28.92 23.73 5.51
Preliminary Expenses Written off - 0.19 - - 0.82
General reserve on account of land - 6.00 - - -
Loss on sale of Fixed Assets (Net) 0.77 0.45 0.40 0.11 -
Interest Income (10.68) (23.93) (6.11) (4.27) (0.10)
Dividend on Current Investments (0.06) (0.52) (2.92) (3.85) -
Profit on sale of Current Investments - - (0.54) (0.35) -
Profit on sale of Subsidiaries (20.29) - - - -
Sundry Balances Written Back (3.13) (0.53) (0.29) (0.05) -
Provision for Doubtful Debt 0.52 0.52 - - -
Balances Written off 1.29 0.26 0.82 0.03 -
Capital Work in Progress Written off - 1.74 1.91
Interest Expense 199.19 207.41 86.69 78.98 -
Operating profit before working capital changes 392.10 147.45 91.27 115.90 (5.57)
(Increase) / Decrease in receivables (354.21) 4.93 (26.64) 0.85 (14.00)
(Increase) / Decrease in loans and advances (139.36) 359.96 (679.69) (10.98) (446.97)
(Increase) / Decrease in inventories (610.94) (732.23) (1,159.96) (277.98) -
(Decrease) / Increase in provision (0.62) 2.41 (0.42) 2.23 -
(Decrease) / Increase in payables (164.86) 868.01 315.11 31.58 99.51
Cash (used in)/ generated from operations (877.89) 650.53 (1,460.34) (138.40) (367.02)
Less: Taxes (paid)/refund (41.61) (46.29) (34.17) (27.64) (0.35)
Net Cash Flow (used in)/ generated from (919.50) 604.24 (1,494.51) (166.04) (367.38)
Operating Activities

Cash Flows from Investing Activities


Share application money pending allotment - 69.58 (94.58) 11.44 -
Sale of fixed assets 23.85 0.79 1.35 11.39 -
Purchase of fixed assets (1,858.70) (3,071.10) (1,814.56) (1,212.49) (292.58)
Investment in Associate Companies (3.33) - - (41.67) -
Sale of Investment in Subsidiaries and Associate 22.09 - - - -
Companies
Purchase Consideration paid on acquisition of (7.95) (0.00) (112.70) -
interest in subsidiary
Purchase of Current Investments (0.16) (1,435.90) (1,712.94) (2,989.04) -
Sale of Current Investments - 1,470.97 1,740.41 2,927.27 -
Purchase of Long term Investment - (72.91) (5.20) - -
Dividend Received 0.06 0.52 2.92 3.85 -
Interest Received 6.07 9.57 4.86 2.19 0.10
Proceeds from issue of shares to minority - -
shareholders by subsidiaries
Net Cash (used in)/Flow From Investing (1,810.12) (3,036.42) (1,877.74) (1,399.76) (292.48)

168
Particulars FOR THE YEARS ENDED MARCH 31,
2010 2009 2008 2007 2006
Activities

Cash Flows From Financing Activities


Proceeds from issue of share capital - 12.27 25.66 125.99
Proceeds from Securities Premium 99.93 - 93.93 251.60 -
Share application money (97.50) (782.50) 880.00 62.72 -
Debenture Issue Expenses (0.53) (1.00) (23.64) (6.43) -
Proceeds from Long Term Borrowings - - - 490.07
Proceeds from issue of debentures 1,000.00 1,699.99 550.00 -
Proceeds from / (Repayment of) Secured Loans 1,918.33 1,310.30 770.69 360.06 -
Proceeds from / (Repayment of) Unsecured Loans 29.97 - 33.54 10.00 4.77
Proceeds from / (Repayment of) Loans from Group 13.24 178.59 - (4.77) -
Companies
Proceeds from/ (Repayment to) loan from/ to others 236.74 - - -
Proceeds from issue of shares to minority 511.55 1,569.06 131.21 443.46 -
shareholders by subsidiaries
Deposits from Licensees 14.12 74.08 24.25 45.28 61.32
Interest Paid (210.73) (187.52) (86.38) (78.98) -
Net Cash flow from/(used in) Financing 2,278.38 3,397.74 3,535.87 1,658.60 682.15
Activities
Net (Decrease)/ increase in cash and cash (451.24) 965.56 163.62 92.80 22.29
equivalents

Cash and cash equivalents as at beginning of 1,246.85 281.29 117.66 24.86 2.57
years

Cash and cash equivalents as at end of years 795.61 1,246.86 281.29 117.66 24.86

Cash Equivalents Comprise of


Cash on Hand 3.91 31.06 2.29 1.62 1.05
Balance with Scheduled Banks
In Current Accounts 141.74 178.71 112.64 35.94 1.63
In Fixed Deposit Accounts* 649.96 1,034.78 166.36 80.10 22.18
In Overdraft Account - 2.30 - - -
Total 795.61 1,246.85 281.29 117.66 24.86
* Fixed Deposit Accounts are deposited with banks as security for the guarantees provided by the banks.

169
ANNEXURE IV

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO CONSOLIDATED


SUMMARY STATEMENTS, AS RESTATED:

A. SIGNIFICANT ACCOUNTING POLICIES:

a. Basis of preparation of Accounts:

The Accounts have been prepared to comply in all material aspects with applicable Accounting Principles
in India and the relevant provisions of the Companies Act, 1956.

As far as possible, the consolidated financial statements are prepared using uniform accounting policies for
like transactions and other events in similar circumstances and are presented in the same manner as the
Company‟s separate financial statements.

The Financial Statements of the Subsidiaries, Associates and Joint Venture are drawn up to March 31 of
each year.

b. Principles of Consolidation:

The Consolidated Financial Statements relate to Entertainment World Developers Limited (EWDL, the
Company) (Formerly Known as Entertainment World Developers Private Limited) and its subsidiaries (the
Group). The Consolidated Financial Statements have been prepared in accordance with Accounting
Standard 21 (AS 21) “Consolidated Financial Statements”, Accounting Standard 23 (AS 23) “Accounting
for Investment in Associates in Consolidated Financial Statements” and Accounting Standard 27 (AS 27)
“Financial Reporting of Interests in Joint Ventures” notified under the Companies (Accounting Standards)
Rules, 2006. The Consolidated Financial Statements have been prepared on the following basis:

i) Investments in Subsidiaries :

a. The Financial Statements of the Company and its subsidiary companies have been
combined on a line by line basis by adding together the book values of like items of
assets, liabilities, income and expenses. Intra group balances, intra group transactions and
unrealized profits or losses have been fully eliminated.

b. The difference between the costs of investment in the subsidiaries over the Company‟s
share of equity of the subsidiary is recognized in the financial statements as Goodwill or
Capital Reserve, as the case may be.

c. The difference between the proceeds from disposal of investment in a subsidiary and the
carrying amount of its assets less liabilities as of date of disposal is recognized in the
Profit and Loss Account as profit or loss on disposal of investment in subsidiary/s.

d. Minority interest in the net assets of the consolidated subsidiaries consists of the amount
of equity attributable to the minority shareholders at the dates on which investments are
made in the subsidiary Company/s and further movements in their share in the equity,
subsequent to the dates of investments. Minority interest also includes share application
money received from minority shareholders. The losses in subsidiary/s attributable to the
minority shareholder are recognized to the extent of their interest in the equity of the
subsidiaries.

ii) Investment in Associates:

a. Investments in Associates where the Company has significant influence and which is
neither a subsidiary nor a joint Venture are accounted for using the equity method in

170
accordance with AS 23.

b. The Company accounts for its share in the change in the net assets of the associates, post
acquisition, after eliminating unrealized profits and losses resulting from transactions
between the Company and its associates to the extent of its share, through its profit and
loss account to the extent such change is attributable to the associates‟ profit and loss
account and through its reserves for the balance, based on available information.

iii) Investment in Joint venture:

The Group‟s interest in a Joint Venture, which is in the nature of a Jointly Controlled Entity, is
accounted for using the Proportionate Consolidation Method.

c. Use of Estimates:

The preparation of financial statements, in conformity with the generally accepted accounting principles,
requires estimates and assumptions to be made that affect the reported amounts of assets and liabilities on
the date of financial statements and the reported amounts of revenues and expenses during the reported
year. Differences between the actual results and estimates are recognised in the year in which the results are
known/ materialized.

d. Revenue Recognition:

i) Rental income, Common Area Maintenance Charges, Project Management Fees and sales etc. are
recognized when no significant uncertainty as to collectability or realisability exists.

ii) Revenue from Construction contracts is recognized by reference to the Percentage of Completion
of the Contract Activity. The stage of completion is determined in proportion of the contract cost
incurred for the work performed upto the reporting date to the estimated total contract cost. Future
expected loss, if any, is recognized as an expense.

iii) Interest income is recognized on time proportion basis.

iv) Dividend income is recognized when right to receive the same is established.

e. Fixed Assets:

i) Fixed Assets are stated at cost net of recoverable CENVAT and rebates etc.

ii) Costs include finance costs till the completion of constructions and directly attributable costs.

iii) Expenses incidental and related to certain projects prior to completion of construction are included
in Capital Work-In-Progress (CWIP). The same will be allocated on completion of project.

f. Inventories:

Items of inventories are valued at lower of cost and net realizable value. Cost of inventories comprises of
cost of land, work in progress and other costs incurred in bringing the inventory to its present location and
condition.

g. Depreciation:

Depreciation is provided on Straight-Line basis at the rate and in manner specified in Schedule XIV of the
Companies Act, 1956 except in case of certain categories of Plant and machinery of the Company and
Office Equipments, which are being depreciated based on the management‟s estimate of useful life of such
assets as follows:

171
Type of Assets Estimated Useful Life (In
Years)
Electrical Installations/ Generators/ Transformers 15
Central Cooling Equipments 15
Office Equipments 7

Depreciation on Assets acquired during the year is provided on pro-rata basis with reference to the month
of addition.

Leasehold land is amortized over the period of lease.

h. Leases:

Assets given on lease are accounted in accordance with Accounting Standard 19 on “Leases”.

Operating Lease:

Assets given on Operating Leases are included in Fixed Assets. Lease income is recognized in the Profit
and Loss Account.

i. Borrowing costs:

Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalized as
part of the cost of such assets. A qualifying asset is one that necessarily takes a substantial period of time to
get ready for its intended use or sale. All other borrowing costs are charged to revenue.

j. Investments:

Long-term investments are carried at cost. Provision for diminution is made to recognise a decline other
than temporary, in the value of the investments. Current investments are valued at the lower of cost and fair
value.

k. Foreign Currency Transactions:

Transactions in Foreign Currency are recorded at the exchange rates prevailing on the date of transaction.
Monetary items are translated at the year-end rates. The exchange difference between the rate prevailing on
the date of transaction and on the date of settlement as also on translation of monetary items at the end of
the year is recognised as income or expense, as the case may be.

l. Impairment of Assets:

At the end of each year, the Group determines whether a provision should be made for impairment loss on
fixed assets by considering the indications that an impairment loss may have occurred in accordance with
Accounting Standard 28 (AS 28) „„Impairment of Assets‟‟. Where the recoverable amount of any Fixed
Asset is lower than its carrying amount, a provision for impairment loss on Fixed Asset is made for the
difference.

m. Employee Benefits:

(a) Post Employment Benefits and Other Long Term Benefits:

i) Contributions under Defined Contribution Plans in the form of Provident Fund and
Employees‟ State Insurance Corporation (ESIC) are recognized in the Profit and Loss
Account in the year in which the employee has rendered the service.

172
ii) Defined Benefit and Other Long term Benefit Plans :

The Group‟s Liability towards Defined Benefit Plan in the form of Gratuity is funded
through scheme administered by the Life Insurance Corporation of India (LIC) and
administered through respective Trusts set-up by the Group. The liability is determined
on the basis of actuarial valuation being carried out at each Balance Sheet date using the
Projected Unit Credit Method. The retirement benefit obligation recognized in the
Balance Sheet represents the total of present value of the defined benefit obligation as
reduced by unrecognized past service cost and the fair value of plan assets as at the
balance sheet date. Any assets resulting from this calculation is restricted to the present
value of available refunds from the plan or reductions in future contributions to the plan.

Actuarial gains and losses are recognized immediately in the Profit and Loss Account in
the period of occurrence of such gains and losses. Past service cost is recognized as an
expense on a straight-line basis over the average period until the benefits become vested
to the extent that the benefits are already vested immediately following the introduction
of, or changes to, a defined benefit plan, past service cost is recognized immediately.

(b) Short Term Employee Benefits:

Short-term employee benefits are recognized as expenses at the undiscounted amount in the Profit
and Loss Account of the year in which the related services are rendered.

n. Income Taxes:

Tax expense comprises of current tax, deferred tax and fringe benefits tax. Current tax is measured at
amount expected to be paid to / recovered from tax authorities using the applicable tax rates. Deferred
income tax reflect the current period timing differences between taxable income and accounting income for
the period and reversal of timing differences of earlier years/ period. Deferred tax assets are recognised
only to the extent that there is reasonable certainty that sufficient future income will be available except
that deferred tax assets, in case there are unabsorbed depreciation and losses, are recognised if there is
virtual certainty that sufficient future taxable income will be available to realise the same. Fringe benefits
tax is recognized in accordance with the relevant provisions of the Income-tax Act, 1961 and the Guidance
Note on Fringe benefits tax issued by the Institute of Chartered Accountants of India (ICAI) (Refer Note B
6 below).

o. Contingent Liabilities:

Contingent Liabilities, if any, are disclosed in the Notes on Accounts. Provision is made in the Accounts if
it becomes probable that any outflow of resources embodying economic benefits will be required to settle
the obligation.

B. NOTES TO RESTATED CONSOLIDATED SUMMARY STATEMENTS:

1. The consolidated Financial Statements present the consolidated accounts of the Group, which consists of
the accounts of the Company and the following subsidiaries.

(a) Subsidiaries:

Name of the Country Proportion of ownership interest


Subsidiaries of As at As at As at As at As at
Incorporation March March March March March
31, 2010 31, 2009 31, 2008 31, 2007 31, 2006
Ujjain Treasure India 99.98% 99.98% 99.98% 99.98% -
Bazaar Private
Limited

173
Name of the Country Proportion of ownership interest
Subsidiaries of As at As at As at As at As at
Incorporation March March March March March
31, 2010 31, 2009 31, 2008 31, 2007 31, 2006
Nanded Treasure India 75.20% 75.20% 75% 100% -
Bazaar Private
Limited
Amaravati Treasure India 100% 100% - - -
Bazaar Private
Limited
Treasure Showcase India 100% 100% 100% - -
Private Limited
Gwalior India - 100% 100% - -
Entertainment World
Developers Private
Limited
Bhubaneshwar India - 100% 100% - -
Entertainment World
Developers Private
Limited
EWDPL Residential India 100% 100% 100% - -
Holdings Private
Limited
EWDPL West Realty India - 100% 100% - -
Private Limited
EWDPL North Realty India - 100% 100% - -
Private Limited
EWDPL South Realty India - 100% 100% - -
Private Limited
Nagpur Treasure India - 100% 100% - -
Market City Private
Limited
Trivandrum Treasure India - 100% 100% - -
Market City Private
Limited
Sangli Entertainment India - 100% - - -
World Developers
Private Limited
EWDPL Bhilai India - 100% - - -
Hospitality Private
Limited
EWDPL Chandigarh India - 100% 100% - -
Hospitality Private
Limited
Aloha Hospitals India - 100% 100% - -
Private Limited
EWDPL Five Star India 100% 100% 66% - -
Hospitality Private
Limited
EWDPL Jabalpur India - 100% 75% - -
Hospitality Private
Limited
Skyline Treasure India - 100% 100% - -
Structural Engineers
Private Limited

174
Name of the Country Proportion of ownership interest
Subsidiaries of As at As at As at As at As at
Incorporation March March March March March
31, 2010 31, 2009 31, 2008 31, 2007 31, 2006
Marvell Mall India 51% 51% 51% 51% -
Development
Company Private
Limited
Treasure World India 99.99% 99.99% 99.99% 100% -
Developers Private
Limited
Indore Treasure Town India 60% 60% 60% 60% -
Private Limited
Entertainment World India 60% 60% 60% 60% -
Developers Bijalpur
Private Limited
Pune Entertainment India 60% 60% 60% - -
World Developers
Private Limited
Nasik Entertainment India 60% 60% 60% - -
World Developers
Private Limited
Raipur Treasure India 68.35% 69% 100% 100% -
Island Private Limited
Chandigarh Treasure India 52.53% 100% 100% 100% -
Island Private Limited
Chandigarh India 100% 100% 100% 100% -
Entertainment World
Private Limited
Jabalpur Treasure India 52.73% 53% 75% 75% -
Island Private Limited
Udaipur Treasure India 100% 100% 100% 100% -
Market City Private
Limited
Banglore India - 100% - - -
Entertainment World
Developers Private
Limited
Treasure World India 100% 100% 100% - -
Constructions Private
Limited
Indore Treasure India 57.09% 56% 66% 66% -
Market City Private
Limited
Cassandra Realty India 100% 90% 90% 90% -
Private Limited
Dazzling Properties India 100% 100% 100% - -
Private Limited
Annapoorna India 100% - - - -
Entertainment World
Developers Private
Limited
Ludhiana India - 100% 100% - -
Entertainment World
Private Limited

175
Name of the Country Proportion of ownership interest
Subsidiaries of As at As at As at As at As at
Incorporation March March March March March
31, 2010 31, 2009 31, 2008 31, 2007 31, 2006
Kolhapur India - 100% - - -
Entertainm