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

ii
 Term
Anchor Investor
Anchor Investor Allocation
Notice
Anchor Investor Bid/Issue
Period
Anchor Investor Issue Price
Anchor Investor Portion
Application Supported by
Blocked Amount/ ASBA
ASBA Account
ASBA Bid cum Application
Form
ASBA Bidder
ASBA Revision Form
Banker(s) to the Issue/Escrow
Collection Bank(s)
Basis of Allotment
Bid
Bid Amount
Bid cum Application Form
Bidder
Bid/Issue Closing Date
Description
A Qualified Institutional Buyer, applying under the Anchor Investor Portion with
a minimum Bid of Rs. 100 million
Notice or intimation of allocation of Equity Shares sent to Anchor Investors who
have been allocated Equity Shares after discovery of the Issue Price if the Issue
Price is higher than the Anchor Investor Issue Price
The day, one working day prior to the Bid/Issue Opening Date, on which Bids by
Anchor Investors shall be submitted and allocation to Anchor Investors shall be
completed
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
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
An application, whether physical or electronic, used by all Bidders other than
Anchor Investors to make a Bid authorising an SCSB to block the Bid Amount in
their ASBA Account maintained with the SCSB
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
The form, whether physical or electronic, used by a Bidder (other than Anchor
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
Prospective investors other than Anchor Investors in this Issue who intend to
Bid/apply through ASBA
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)
The banks which are clearing members and registered with SEBI as Bankers to
the Issue and with whom the Escrow Account will be opened, in this case being
[●]
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
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
The highest value of the optional Bids indicated in the 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
Any prospective investor who makes a Bid pursuant to the terms of the Red
Herring Prospectus and the Bid cum Application Form
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
iii
 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

xxi
 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.

xxii
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.

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 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

xxvii
 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

xxix
 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

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 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.

xxxix
(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

66
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

79
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

85
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

87
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

88
 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

90
 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.

91
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

92
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.

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 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

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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

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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)
Non-Independent, Non- Executive Director
appointed as nominee of ICICI Venture
Funds Management Company Limited
Address: Flat no. A- 402, 4th Floor, Golden
I-Ven Residential Properties (Mumbai) Limited;
I-Ven Kolte-Patil Projects (Pune) Private
Limited;
I-Ven Realty Limited;
Corolla Realty Private Limited;
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)
Non- Executive, Independent Director
Address: 5, Munirka Marg, Ground Floor,
Vasant Vihar, New Delhi 110 057
Kacker & Daughter Infrastructure Consultancy
Services (Private) Limited; and
Arshiya International Limited.
Partnerships

Term: Liable to retire by rotation Nil

Occupation: Professional Trusteeships

Nationality: Indian Nil

DIN: 01569098

115
 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)
Non- Executive, Independent Director
Address: No. 801, Prabhu Kutir,
Altamount Road, Mumbai 400 026
Term: Liable to retire by rotation
Occupation: Professional
Nationality: Indian
DIN: 01089938
The Phoenix Mills Limited;
Development Credit Bank Limited;
B L A Industries Private Limited;
15 B L A Power Private Limited;
Siddhesh Capital Market Services Private
Limited (NBFC);
Indian Globalization Capital, Inc. (US
Corporation);
ELP Advisory Services Private Limited; and
Salaam Bombay Foundation (Section 25 Co).
Partnerships
Economic Law Practice

116
 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

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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

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 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

123
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

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 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

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 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

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 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

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 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

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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% - - -
Entertainment World
Developers Private
Limited
Treasure MEP India 100% 100% 100% - -
Services Private
Limited
Arc Retail Private India - 100% - - -
Limited
Treasure Hospitality India 100% 100% 100% - -
Private Limited
Aashling India - 100% - - -
Entertainment Private
Limited
Intesys Technologies India 51% 51% 51% - -
Private Limited
Treasure Food and India 100% 100% 100% - -
Beverages Private
Limited
Jodhpur India 100% 100% 100% - -
Entertainment World
Developers Private
Limited
Landmark Treasure India 51% 51% - - -
Town
Entertainment World India 100% 100% 100% - -
Developers Amritsar
Private Limited
Wanderland Real India 51% 51% - - -
Estates Private
Limited
The Baroda India 51% 51% 51% 51% -
Commercial
Corporation Limited

Notes:

i. The names of the subsidiaries are as per their latest certificates of incorporation.
ii. The Company did not have any subsidiaries, during the year ended March 31, 2006. However, for the
purposes of these Consolidated Financials Information‟s, the figures of the Company as at and for the year
ended March 31, 2006 are disclosed in the respective column.

(b) The following are the associates of the Group:

Name of the Country Proportion of ownership interest

Associates 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
Surya Treasure Island India 17.51% 17.78% 33.33% - -
Private Limited
Ramayana Realtors India 33.33% 33.33% 33.33% 33.33% -

176
 Name of the Country Proportion of ownership interest
Associates 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
Private Limited
Picasso Developers India 33.33% 33.33% - - -
Private Limited
Annapoorna India - 50% 50% - -
Entertainment World
Developers Private
Limited
Market City India 40% 40% - - -
Management Private
Limited
Shri Venktesh Real India - - 50% - -
Estate Private
Limited
* - Surya Treasure Island Private Limited has been considered as an associate as the Group
exercises significant influence over its management.

(c) The following is a Joint Venture of the Company:

Name of the Joint Country Proportion of ownership interest

venture 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
Naman Mall India 50% 50% 50% - -
Management
Company Private
Limited

2. Adjustments/reclassifications done in the Consolidated Summary Statements:

The following adjustments/ reclassifications have been made in the Consolidated Summary Statement of
Assets and Liabilities, Consolidated Summary Statement of Profit and Losses and Consolidated Summary
Statement of Cash Flows:

Adjustments:

Adjustments have been made in the Consolidated Summary Statement of Assets and Liabilities,
Consolidated Summary Statement of Profit and Loss and Consolidated Summary Statement of Cash Flows
on account of the following:

(Rs. in Million)
For the years ended March 31,
2006 2007 2008 2009
Net Profit (Loss) after tax and Minority Interest as per 8.39 (17.78) (32.50) (164.54)
Consolidated Audited Financial Statements (A)
Adjustments on Account of Restatement
Preliminary expenses written off and Deferred Revenue (14.80) 14.80 - -
Expenditure
Prepayment Charges (9.63) 9.63 - -
Depreciation 3.09 12.35 12.59 14.32
Adjustment on account of Amalgamation - - - 21.36
Total of Adjustments (B) (21.34) 36.78 12.59 35.68

177
 For the years ended March 31,
2006 2007 2008 2009
Net Profit/ (Loss) after tax, as restated (A+ B) (12.95) 19.00 (19.91) (128.86)

Notes:

Adjustment on Account of Amalgamation:

Vide Order of the Hon‟ble High Court of Mumbai dated May 7, 2010 Treasure World Constructions
Private Limited a wholly owned subsidiary of Treasure World Developers Private Limited (TWDPL), an
existing subsidiary of the Company, was amalgamated with TWDPL with effect from April 1, 2008, the
appointed date (Refer Note 5 below). Consequent to the aforesaid amalgamation, the provision for taxation
(current and deferred tax) for the year ended March 31, 2009 stands reduced by Rs. 21.36 million. The
effect of such reduction has been adjusted in the said year ended March 31, 2009.

Preliminary expenses and deferred revenue expenditure:

Preliminary expenses and deferred revenue expenditure written off in the Audited Financial Statements of
the Company for the year ended March 31, 2007 have been adjusted in the year ended March 31, 2006 to
which the same relate.

Prepayment charges:

Prepayment charges pertaining to loan repaid by the Company were originally accounted in the year ended
March 31, 2006. The same were, however, not written off in the Profit and Loss Account in the said year
but were carried forward in the Balance sheet as the Company expected a waiver for the same from the
lender. Subsequently, the Company could not get a waiver from the lender on the said charges, which were
then written off in the year ended March 31, 2007. However, for the purposes of the Consolidated
Summary Statement of Profit and Loss, the Prepayment charges are considered in the year ended March 31,
2006.

Depreciation:

The Company has, during the year ended March 31, 2010, revised the estimated useful life of some of its
fixed assets, resulting into the depreciation for the said year being lower by Rs. 42.35 million and the profit
for the said year being higher by the like amount (Refer note 21 below). However, for the purposes of the
Consolidated Summary Statement of Profit and Loss, the effect of the aforesaid has been considered in the
respective years from the year in which the said assets were capitalised in the books of account.

Reclassifications:

Reclassifications have been made in the Consolidated Summary Statement of Assets and Liabilities and
Consolidated Summary Statement of Profit and Losses and Consolidated Summary Statement of Cash
Flows on account of the following:

a. Overdrawn bank balances aggregating to Rs. 66.56 Million, disclosed as part of Secured Loan in
the Audited Financial Statements of the Company as at March 31, 2006 have been reclassified as
part of Current Liabilities in the Consolidated Summary Statement of Assets and Liabilities in the
respective years..

b. Refundable Security deposits aggregating to Rs. 150.00 Million as at March 31, 2005 and Rs.
300.00 Million as at March 31, 2006, which were disclosed as part of Fixed Assets in the Audited
Financial Statements of the Company for the respective years have been reclassified as part of
Loans and Advances in the Consolidated Summary Statement of Assets and Liabilities in the
respective years.

178
 c. Share Application Money aggregating to Rs. 61.27 Million, which were disclosed as part of
Investments in the Audited Financial Statements of the Company as at March 31, 2006, have been
reclassified as part of Loans and Advances in the Consolidated Summary Statement of Assets and
Liabilities in the respective year.

d. Certain Freehold land and Capital Work-in-Progress which were reclassified as part of inventories
in the Audited Financial Statements of some of the subsidiaries for the year ended March 31, 2008
have been reclassified accordingly in the Consolidated Summary Statement of Assets and
Liabilities for the year ended March 31, 2007 – Freehold Land reclassified Rs. 275.44 Million.;
Capital Work-in-Progress reclassified Rs. 2.54 Million.

The effects of the following have not been given in the Consolidated Summary Statement of Assets
and Liabilities, Consolidated Summary Statement of Profit and Loss and Consolidated Summary
Statement of Cash Flows on the grounds that the figures involved are not material:

a. Excess provision of Income-tax of Rs. 0.12 million of the Company relating to the year ended
March 31, 2007, computed on the completion of the Assessment by the Income-tax authorities has
not been adjusted in the respective year.

b. Sundry Balances written back aggregating to Rs. 3.13 million, Rs. 0.53 million, Rs. 0.29 million
and Rs. 0.05 million in the Audited Financial Statements for the years ended March 31, 2010,
March 31, 2009, March 31, 2008 and March 31, 2007 respectively have not been adjusted in the
respective years to which they pertain.

c. Sundry Balances written off aggregating to Rs. 1.29 million, Rs. 0.26 million, Rs. 0.82 million and
Rs. 0.03 million in the Audited Financial Statements of the Company for the years ended March
31, 2010, March 31, 2009, March 31, 2008 and March 31, 2007 respectively have not been
adjusted in the respective years to which they pertain.

d. Capital Work in Progress written off aggregating to Rs. 1.74 million and Rs. 1.91 million in the
Audited Financial Statements of some of the subsidiaries for the year ended March 31, 2009 and
March 31, 2008 respectively have not been adjusted in the respective years to which they pertain.

e. Preliminary Expenses written off aggregating to Rs. 0.82 million in the Audited Financial
Statements of the Company for the year ended March 31, 2006 has not been adjusted in the year to
which it pertains.

f. Tax impact of adjustments has not been considered as the Company was covered by the provisions
relating to Minimum Alternate Tax under the Income-tax Act, 1961 and the tax impact is also not
material.

g. The Company has adopted the Revised Accounting Standard (AS) 15 on „Employee Benefits‟
with effect from the year ended March 31, 2007. The effect of the Revised AS 15 has not been
given in the years prior to the said year-end on the grounds of the same not being material.

3. Contingent Liabilities:

The following are the details of the Contingent Liabilities:

(Rs. in Million)
Particulars As at March 31,
2010 2009 2008 2007 2006
a) Bank Guarantees Outstanding 103.16 87.35 6.63 7.13 6.60
b) Corporate Guarantees given to Banks / Financial 9757.68 4179.88 2915.20 200.00 -
Institutions
c) Demands of Income Tax Authorities disputed in

179
 Particulars As at March 31,
2010 2009 2008 2007 2006
appeal Amounts deposited by the Company against 63.64 13.77 13.77 1.91 -
above demand
14.88 14.88 5.11 1.00 -
d) Demands of Sales Tax Authorities disputed in 2.90 2.90 - - -
appeal
e) Claim by Madhya Pradesh Housing Board in 115.00 115.00 115.00 115.00 10.67
respect of forfeiture of shares
f) Export obligation undertaken under "Export 525.07 387.65 152.32 77.46 50.22
Promotion of Capital Goods Scheme".
g) Service Tax not collected and paid on rental income 54.04 33.40 14.59 - -
h) Claims against Subsidiary Company not - 0.03 0.03 0.03 0.03
acknowledged as debt

4. The estimated amount of contracts remaining to be executed on Capital Account, (net of advances), and not
provided for, at the year-end are:

(Rs. in Million)
Year ended Amount
March 31, 2010 728.11
March 31, 2009 555.45
March 31, 2008 2631.17
March 31, 2007 802.36
March 31, 2006 100.00

5. Changes in the Group Structure:

During the year ended March 31, 2010 the following changes in Group Structure have taken place and the
same have been appropriately dealt with in the Consolidated Financial Statements.

In accordance with a scheme of amalgamation sanctioned by the Hon‟ble High Court of Mumbai vide its
order dated May 7, 2010, Treasure World Constructions Private Limited (TWCPL), a wholly owned
subsidiary of Treasure World Developers Private Limited (TWDPL) has merged with effect from April 1,
2008, the appointed date, with TWDPL, an existing subsidiary of the Company.

6. The tax effect of significant timing differences during the year that have resulted in Deferred Tax Assets
and Liabilities are given below.

(Rs. in Million)
Particulars As at As at As at As at As at
March 31, March 31, March 31, March 31, March 31,
2010 2009 2008 2007 2006
Deferred Tax Liabilities :
Depreciation 33.34 10.58 8.38 6.03 3.96
Other timing differences: - 0.27 - -
Total Deferred Tax Liabilities 33.34 10.58 8.65 6.03 3.96

Deferred Tax Assets:

Other timing differences: 0.77 1.62 2.14 0.93 0.09
Carried forward unabsorbed 75.33 76.79 22.61 11.49 4.82
depreciation/business loss as per
Income-tax Act
Total deferred tax assets 76.10 78.41 24.75 12.42 4.91

180
 Net Deferred Tax Assets # 47.26 69.60 16.10 6.39 0.95
Net Deferred Tax Liabilities 4.50 1.77 - - -
# Net Deferred Tax Assets have not been accounted in view of the requirements of certainty/virtual
certainty as stated in the Accounting Standard 22 on “Accounting for Taxes on Income”.

7. The Group is entitled to tax credit in respect of Minimum Alternate Tax (MAT credit) under the provisions
of the Income-tax Act, 1961. However, considering the degree of probability of availment of the MAT
Credit in future years, which is based on convincing evidence that the Group will pay normal tax in future
as envisaged by the Guidance Note on “Accounting for Credit available in respect of Minimum Alternate
Tax (MAT) under the Income-tax Act, 1961” issued by the ICAI, the MAT credit has not been accounted
by the Group. The accounting for the same will be reviewed at each Balance Sheet date.

(Rs. in Million)
Year Mat Credit (Cumulative amounts)
2009-10 11.07
2008-09 4.77
2007-08 4.34
2006-07 2.77
2005-06 0.80

8. Leases

As a Lessor:

The Group has given Shopping Malls on operating lease on leave and license basis.

Income recognized in the Profit and Loss Account for five years are as follows

(Rs. in Million)
Year ended Income recognized in the Share in Joint Venture Total
Profit and Loss Account
March 31, 2010 180.00 50.35 230.35
March 31, 2009 158.94 - 158.94
March 31, 2008 149.05 - 149.05
March 31, 2007 141.56 - 141.56
March 31, 2006 22.55 - 22.55

Details of Assets, included in Fixed Assets, given on operating lease are given below:

(Rs. in Million)
Particulars As at March As at March As at March As at March As at March
31, 2010 31, 2009 31, 2008 31, 2007 31, 2006
Building:
Gross Block 1,075.77 588.44 626.93 415.99 415.99
Depreciation for 13.40 9.59 7.76 6.78 1.70
the year
Accumulated 39.23 25.83 16.24 8.48 1.70
Depreciation

Details of future minimum lease rentals receivable are given below:

(Rs. in Million)
Particulars As at March As at March As at March As at As at
31, 2010 31, 2009 31, 2008 March 31, March 31,
2007 2006

181
 Not later than one year 206.59 136.04 131.01 140.73 -
Later than one year and 913.12 445.91 306.13 339.41 -
not later than five years
Later than five years 1,645.75 777.27 680.58 243.58 -
Total 2,765.46 1,359.22 1,117.72 723.72 -

9. Cost of fixed assets of the Company include vehicles which are in the process of being transferred in the
name of the Company as follows:
(Rs. in Million)
Year ended Book Value Written Down Value
March 31, 2010 - -
March 31, 2009 1.05 0.77
March 31, 2008 2.12 1.75
March 31, 2007 2.13 1.96

10. EWDL had issued unsecured optionally fully convertible debentures of the face value of Rs. 750 million.
The Convertible Debentures have tenure of upto five years which is extendable at the option of the
Convertible Debenture holders.

Treasure World Developers Private Limited (TWDPL) has issued the following debentures:

a) 149,999,150, 5% Fully Convertible Debentures of Rs. 10/- each, were issued during the year
ended March 31, 2008 and are convertible after 4 years and 90 days from the date of issue,

b) 100,000,000 Series B 5% Fully Convertible Debentures of Rs. 10/- each, have been issued during
the year ended March 31, 2009 and are convertible after 2 years from the date of issue.

For the debentures stated above at (a) and (b), interest @ 5% per annum compounded semi annually will
accrue on these debentures. These Debentures are to be converted into Equity Shares at a price such that
debenture holders would get a 15 % internal rate of return (IRR) over and above 5% coupon as stated
above. This return (i.e. 15% IRR) shall accrue and become payable only if the debentures are not converted
into Equity Shares in accordance with "The Conversion Rights" as mentioned in the Debenture Agreement.
Further, TWDPL also has an option of paying an additional interest over and above the 5% stated above in
future.

11. Investment in Associates:

(Rs. in Million)
Particulars No. of % of Cost of Goodwill/ Share in Carrying
Equity Holding Investment (Capital Accumulated Amount
Shares Reserve) (Losses)/
held Reserves
Surya Treasure 100,000 17.51% 55.00 (28.23) - 55.00
Island Private
Limited
Ramayana 333,333 33.33% 41.77 5.31 - 41.77
Realtors Private
Limited
Picasso 166,670 33.33% 20.00 18.33 - 20.00
Developers
Private Limited
Market City 40,000 40.0% 0.40 - 0.75 1.15
Management
Private Limited
Total 117.17 (4.57) 0.75 117.92

182
12. Earnings per share (EPS) computed in accordance with Accounting Standard 20 (AS 20) on “Earnings Per
Share”:

(Rs. in Million)
Particulars Year ended Year ended Year ended Year ended Year ended
March 31, March 31, March 31, March 31, March 31,
2010 2009 2008 2007 2006
Profit After Taxation 125.74 (128.86) (19.91) 19.00 (12.95)
and exceptional item as
Restated
Equity Shares 15,739,296 15,739,296 15,739,296 15,000,000 1,124,310
outstanding as at the year
end (in Nos.)

Weighted average 62,957,184 62,957,184 61,958,606 58,970,876 57,393,688

number of Equity
Shares used as
denominator for
calculating Basic
Earnings Per Share
(Including Bonus
Shares see Note iii
below)
Add:
Dilutive number of
Shares
Conversion of 27,877,016 27,877,016 21,359,648 6,777,044 -
debentures
Share application money - - - 580,013 1,190,937
Number of Equity 90,834,200 90,834,200 83,318,254 66,327,933 58,584,625
Shares used as
denominator for
calculating Diluted
Earnings Per Share
Nominal Value per 10.00 10.00 10.00 10.00 10.00
Equity Share (in Rs.)
Earnings Per Share 2.00 (2.05) (0.32) 0.32 (0.23)
(Basic) (in Rs.)
Earnings Per Share 1.38 (2.05) (0.32) 0.29 (0.23)
(Diluted) (in Rs.)
Notes:
i) The effect of conversion of Debentures is not considered in calculation of Diluted Earnings per
share for the years ended March 31, 2009, 2008 and 2007 as its effect is of Anti Dilutive nature.
ii) The Company has repaid share application money entirely and hence it has not been considered
while computing dilutive EPS for the years ended March 31, 2009 and 2008
iii) The Company has issued 47,217,888 bonus Equity Shares on June 11, 2010, which have been
considered in the calculation of weighted average number used in the denominator.

13. Employee Benefits:

The disclosures required by Accounting Standard 15 on “Employee Benefits” (AS 15), are given below.

i. Contributions are made to Provident Fund and ESIC, which covers all the regular employees.

183
ii. Defined Benefit Plan

The disclosures as required under AS 15 as per actuarial valuation regarding the Employees
Retirement Benefits Plan for gratuity are as follows:

(Rs. in Million)
Particulars As at As at As at As at
March 31, March 31, March 31, March 31,
2010 2009 2008 2007
Projected benefit obligation, at the 1.47 0.82 0.30 0.10
beginning of the year
Service cost 1.12 0.96 0.47 0.14
Interest cost 0.14 0.06 0.03 0.01
Actuarial (gain)/ loss 0.86 1.03 0.01 0.05
Benefits paid 1.59 1.40 - -
Projected benefit obligation, at 2.00 1.47 0.82 0.30
the end of the year
Defined Benefit obligation liability
as at the Balance Sheet date is
wholly funded
Change in Plan Assets
Fair Value of Assets at the 1.94 0.61 0.21 -
beginning of the year
Expected Return on Assets 0.15 0.05 0.02 0.01
Actuarial Gain/ (Loss) 0.21 0.00 0.03 -
Contributions 2.52 1.29 0.34 0.21
Benefits Paid 1.59 - - -
Fair Value of Plan Assets at the 3.23 1.95 0.61 0.21
end of the year
Gratuity Cost for the year
Service Cost 1.12 0.85 0.47 0.14
Interest Cost 0.14 0.06 0.03 0.01
Expected Return on Assets 0.15 0.05 (0.02) (0.01)
Amortization of Actuarial Loss 0.63 (0.35) (0.02) 0.05
/(Gain)
Net Periodic Gratuity Cost 1.74 0.62 0.47 0.19
Net Asset/ (Liability) at the end of
the year
Present Value of Obligation at end 2.00 1.47 0.82 0.30
of the year
Fair Value of Plan Asset at end of 3.23 1.95 0.61 0.21
the year
Funded Status 1.23 0.48 (0.21) (0.09)
Unrecognized actuarial gain/ loss at - - - -
end of the year
Net Asset/ (Liability) Recognized in 1.23 0.48 (0.21) (0.09)
Balance Sheet

Assumptions:

For year ended For year ended For year ended For year ended
March 31, 2010 March 31, 2009 March 31, 2008 March 31, 2007
Discount rate 8.50% 7.50% 8.50% 8.25%
Inflation Rate 5.00% 5.00% 6.00% 4.00%

184
 For year ended For year ended For year ended For year ended
March 31, 2010 March 31, 2009 March 31, 2008 March 31, 2007
Rate of Return 8.00% 8.00% 8.00% 7.50%
on Plan Assets

14. In the month of April 2009, the Income-tax Department had conducted a search on the Company and had
seized some of the documents and accounting records (electronic databases) from the Company. For the
purpose of audit, the Company has restored the accounting records from the back-up databases available
with the Company, which continues to be used thereafter as master records. The documents relevant for the
purpose of preparation of financial statements and audit thereof are available with the Company.

15. On April 5, 2007, the name of the Company had been changed to EWDPL India Private Limited from
Entertainment World Developers Private Limited. The name had been rechanged to Entertainment World
Developers Private Limited during the year ended March 31, 2009.

On February 5, 2010, the Company has been converted from a private limited company to public limited
company. Consequently, its name has been changed from Entertainment World Developers Private Limited
(EWDPL) to Entertainment World Developers Limited (EWDL) and the amended certificate of
incorporation has been received from the Registrar of Companies.

16. During the year ended March 31, 2010, the Company has provided for professional charges aggregating to
Rs 15.89 Million on account of services received for the proposed initial public offering (IPO) of the
Company. The same is being carried forward under Loans and Advances to be adjusted against securities
premium on completion of the said IPO.

17. The Group has not received any intimation from the suppliers regarding their status under Micro, Small and
Medium Enterprises Development Act, 2006 and hence the disclosures required under the Act have been
given accordingly.

18. Deposits from licensees, refundable on termination/ alteration of leave and license agreements are
considered as long-term fund.

19. The Group has credits on account of CENVAT on Purchases and Service Tax as follows which are being
carried forward to be set-off against future Service Tax liability.

(Rs. in Million)
Particulars As at March As at March As at March As at March As at March
31, 2010 31, 2009 31, 2008 31, 2007 31, 2006

Credit on account of 275.38 203.10 122.87 43.88 25.07

CENVAT and Service
Tax

20. The principal business of the Group is real estate development which includes construction of residential
buildings, commercial complexes, mall operations etc. and all other activities of the Group revolve around
its main business. Hence, there is only one reportable segment as defined by Accounting Standard 17
“Segment Reporting”.

21. Considering the organization structure of the Group and the nature of construction activities involved in the
Group and in accordance with Accounting Standard 16 (AS 16) on “Borrowing Costs”, interest expenses
have been capitalized as part of Capital work-in-progress and as part of inventory (land) considering the
respective assets as qualifying assets under AS 16 as follows:
(Rs. in Million)
Borrowing cost Capitalised to: For year ended For year ended For year ended
March 31, 2010 March 31, 2009 March 31, 2008

185
 Borrowing cost Capitalised to: For year ended For year ended For year ended
March 31, 2010 March 31, 2009 March 31, 2008
Capital Work-In-Progress 110.91 89.55 38.86
Inventory 29.47 27.58 -

22. Income from Construction Activities includes income from assignment of rights in the plots of Rs 132.81
million during the year ended March 31, 2010.

186
ANNEXURE V

CONSOLIDATED SUMMARY STATEMENT OF SHARE CAPITAL, AS RESTATED

Rs. In Million
Particulars AS AT March 31,
2010 2009 2008 2007 2006

AUTHORISED:

Authorised Capital
Nos. of Equity Share 100,000,000 17,000,000 17,000,000 15,000,000 1,500,000
Face Value (In Rs.) 10 10 10 10 100
Total Value 1,000.00 170.00 170.00 150.00 150.00

ISSUED, SUBSCRIBED AND PAID-UP:

Nos. of Equity Share 15,739,296 15,739,296 15,739,296 13,932,700 1,017,580

Face Value (In Rs.) 10 10 10 10 100
Total Value 157.39 157.39 157.39 139.32 101.76

Nos. of Equity Share - - - 1,067,300 106,730

Face Value (In Rs.) - - - 10.00 100.00
Paid up Value (In Rs.) - - - 1.00 10.00
Total Value - - - 1.07 1.07

Add: 1,067,300 Equity Shares of Rs.10/- 1.07 1.07 1.07 - -

each; Re.1/- paid-up forfeited

Total 158.46 158.46 158.46 140.39 102.83

Note:
a) Of the above 1,067,300 Equity Shares of Rs.10/- each, Re.1/- paid-up, were issued for consideration other
than cash.
b) 1,067,300 equity shares of Rs 10/- each were forfeited during the year ended March 31, 2008.
c) During the year ended March 31, 2007, 1,017,580 Equity Shares of Rs. 100/- each were split into
10,175,800 Equity Shares of Rs 10/- each.

187
ANNEXURE VI

CONSOLIDATED SUMMARY STATEMENT OF RESERVES AND SURPLUS, AS RESTATED

Rs. In Million
Particulars AS AT March 31,
2010 2009 2008 2007 2006
Securities Premium Account 1,364.43 1,265.03 902.50 767.45 111.88
General Reserve 6.00 6.00 - - -
Profit and Loss Account 6.05
Total 1,370.43 1,271.03 902.50 773.50 111.88

188
ANNEXURE VII

CONSOLIDATED SUMMARY STATEMENT OF SECURED LOANS, AS RESTATED

Rs. In Million
Particulars AS AT March 31,
2010 2009 2008 2007 2006

Loans and Advances from Banks

Cash Credit (Refer Note below)
Dena Bank 454.80 449.75 - - -
Indian Overseas Bank 148.28 - - - -
Uco Bank 293.87 - - - -

Term loans from Banks and Financial Institutions (Refer

Note below)
State Bank of Indore - - 100.00 -
UCO Bank 1,265.60 798.26 981.58 945.21 704.49
Centurion Bank 1.01 2.87 4.52 - -
HUDCO Term 1,026.01 1,473.31 628.75 - -
Central Bank of India 240.51 135.96 69.29 - -
M.P.F.C Capital Market 27.25 41.01 - - -
SICOM Limited 347.25
LIC Housing Finance Ltd. 460.00
Allahabad Bank 30.36
Punjab National Bank 70.66
Indian Overseas Bank 402.44 - - - -

Vehicle Loans for Banks*

Centurion Bank - - - 0.02 0.31
HDFC Bank 13.21 7.65 5.48 0.16 0.44
ICICI Bank 0.66 1.73 3.48 7.05 0.98
Kotak Mahindra Bank 0.12 0.49 0.91 1.29 -

Overdraft from Allahabad Bank 17.20 - 0.46 - -

4,799.23 2,911.03 1,694.47 1,053.73 706.22

Share in Joint Venture 266.38 236.24 142.50 12.55 -

Total 5,065.61 3,147.27 1,836.97 1,066.28 706.22

* Secured by hypothecation of Vehicles acquired out of the Loans
Note:
a) Cash Credits and Term loans are secured by:

i. Equitable mortgage belonging to group companies

ii. Personal guarantee of Managing Director and corporate guarantees of group companies
iii. Hypothecation of present and future project assets and current assets
iv. First charge by way of equitable mortgage of the land and building thereon

189
 Rs. In Million
Lender Sanctioned Utilized Rate of Repayment Prepayment Security offered
Amount Amount Interest Date
(in %)
Term
Loans
UCO 825.00 825.00 PLR + 1% Equal None Equitable mortgage of
Bank (As at Monthly Land belonging to
Term March 31, Instalments Group Companies,
Loan- 2010) from June Personal guarantee of
10678 (Reset 2006 to Managing Director,
after every December Assignment of future
three 2014 lease rent receivable
years) from licensees and First
charge by way of
equitable mortgage of
the Land and Building
thereon
UCO 175.00 175.00 PLR + 1% Equal prepayment of Equitable mortgage of
Bank (As at Monthly loan will attract Land belonging to
Term March 31, Instalments penalty 2% of Group Companies,
Loan- 2010) from prepaid amount Personal guarantee of
9106 (Reset November Managing Director,
after every 2006 to Assignment of future
three December lease rent receivable
years) 2014 from licensees and First
charge by way of
equitable mortgage of
the Land and Building
thereon
Hudco 900.00 655.97 13.25% Nov'2009 prepayment of Equitable mortgage of
loan will attract Land, Hypothecation of
prepayment movable assets and
charges as per Personal guarantee of a
financing pattern Director of the Holding
Company
Central 250.00 240.51 12.00% June'2010 prepayment of Equitable mortgage of
bank of loan will attract immovable property and
India penalty of 1% of Hypothecation of Plant
prepaid amount and Machinery proposed
to be acquired
Hudco 660.00 370.04 13.25% Nov'2010 Equitable mortgage of
immovable property and
Hypothecation of Plant
and Machinery proposed
to be acquired
UCO 250.00 50.64 13.50% April' 2010 waived if 1st Pari-passu mortgage
Bank prepaid through & hypo.
rent Charge over the land
securitisation building, plant &
route. On all machinery and other
other cases 1% immovable & movable
on prepaid fixed assets of the
amount. proposed project of the
company (existing &

190
 Lender Sanctioned Utilized Rate of Repayment Prepayment Security offered
Amount Amount Interest Date
(in %)
future)
UCO 750.00 456.80 13.50% June' 2011 to 1% except 1st Pari-passu mortgage
Bank June 2014 repayment out of & hypo. Charge over the
lease rent land building, plant &
discounting machinery and other
immovable & movable
fixed assets of the
proposed project of the
company (existing &
future)
MPFC 24.00 24.00 13.75% Start from Secured by
Capital April' 2009 hypothecation of Plant
Market and Machinery and
personal guarantee
SICOM 350.00 347.25 15.75% Jan' 2010 to prepayment of Mortgage of Land and
Dec' 2018 loan will attract Building,
penalty 2% of Hypothecation of all
prepaid amount movable assets, present
or future. First charge
by way of hypothecation
of lease rent receivable
of the company.
LIC 700.00 285.00 15.00% May 2011 to prepayment of Mortgage of part of the
Housing August 2014 loan will attract land, Assignment of
Finance penalty 2% of receivables from the
Limited prepaid amount project "Bijalpur
Residential Township,
Negative lien of flats at
least up to two times of
the outstanding loan
amount.
LIC 500.00 175.00 13.50% April' 2011 to prepayment of 1st Pari-passu mortgage
Housing Jun' 2014 loan will attract & hypo. Charge over the
Finance penalty 2% of land building, plant &
Limited prepaid amount machinery and other
immovable & movable
fixed assets of the
proposed project of the
company (existing &
future)
Allahabad 96.30 30.36 prepayment of Equitable mortgage on
Bank loan will not land, Hypothecation of
attract Stocks/ Building
penalty material for construction
equipments, assigment
of entire receivables of
the project.
Punjab 350.00 70.66 14.00% from April' prepayment of 1st Pari-passu mortgage
National 2011 loan will attract & hypo. Charge over the
Bank penalty 2% of land building, plant &
prepaid amount machinery and other
immovable & movable

191
 Lender Sanctioned Utilized Rate of Repayment Prepayment Security offered
Amount Amount Interest Date
(in %)
fixed assets of the
proposed project of the
company (existing &
future)
Punjab 580.00 580.00 13.00% Nov' 2009 Equitable mortgage of
National Immovable property
Bank (except commercial area
office of 6th & 7th
floor), and assignment of
future lease rentals
Indian 400.00 84.94 13.50% from April' waived if 1st Pari-passu mortgage
Overseas 2010 prepaid through & hypo. Charge over the
Bank rent land building, plant &
securitisation machinery and other
route. On all immovable & movable
other cases 1% fixed assets of the
on the amount proposed project of the
prepaid. company (existing &
future)
State Bank 100.00 100.00 10.5 Payable from No prepayment Nil
of Indore May 13, 2007 is allowed
to September
13, 2007
Vehicle
loans
HDFC, 13.99 13.99 It ranges Monthly Secured by
ICICI and from 4% installments hypothecation of
Kotak to 11% Vehicles acquired out of
the Loans

192
ANNEXURE VIII

CONSOLIDATED SUMMARY STATEMENT OF UNSECURED LOANS, AS RESTATED

Rs.in Million
Particulars AS AT March 31,
2010 2009 2008 2007 2006

Loan from Group Companies

Kalani Industries Private Limited 284.37 164.09 - - 4.77
Kalani Brothers (I) Private Limited 16.07 14.50 - - -
Total 300.44 178.59 - - 4.77
Loans from others
Fab Syntex Private Limited 0.26 0.65 - - -
The Phoenix Mills Limited 250.00 - - - -
Triple A Real Estates Private Limited 7.54 1.66 - - -
Apex Procon Private Limited - 0.61 - - -
Agam Cement Products Private Limited - 0.15 - - -
Dumet Wire India Private Limited 9.10 10.87 - - -
Paceman Traders Private Limited - 0.82 - - -
Shri Ganpati Asbestos Private Limited - 0.10 - - -
Thakkar Industries 13.54 13.54 13.54 - -
G. S. India Services Private Limited - 1.00 - - -
Shree Raj Traders Private Limited 0.50 0.50 - - -
Manisha Kalani 23.73 18.04 - - -
Manish Kalani 29.98 0.55 - - -
Manish Kalani ( HUF ) 13.01 18.80 - - -
Namita Kalani 0.12 4.60 - - -
Aachman Vanijya Private Limited 8.62 8.40 - - -
Bazigar Trading Private Limited 16.09 16.08 - - -
Ellisbridge Estates Private Limited 8.61 8.40 - - -
Anshuman Properties Private Limited 0.84 0.79 - - -
Dumet Wire India Private Limited 9.10 10.81 - - -
Ecstasy Heights Private Limited 0.23 0.19 - - -
Excellence Properties Private Limited 0.20 0.14 - - -
Fab Syntex Private Limited 0.26 0.47 - - -
Four Dimension Properties Private Limited 6.92 - - - -
Gagan Commercial Agencies Private Limited 0.30 2.35 - - -
Gemini Heights Private Limited 0.16 0.11 - - -
High Beam Reality Private Limited 0.07 0.10 - - -
High-Skey Properties Private Limited 0.22 1.84 - - -
Indore Land and Finance Limited 5.54 1.63 - - -
Pusti Trading Private Limited 2.63 1.70 - - -
Ratangiri Vinimay Private Limited 0.67 15.00 - - -
Saka Tradings Private Limited 0.47 0.50 - - -
Sanovi Trading Private Limited 1.60 2.43 - - -
Saurabh Properties Private Limited 0.82 0.45 - - -
Seven Star Properties Private Limited 10.96 0.59 - - -
Triple A Constructions Private Limited 0.05 0.54 - - -
Triple A Real Estates Private Limited 7.54 1.59 - - -
Vibgyor Laminates Private Limited 3.11 0.95 - - -
Vindhya Cement Private Limited 9.01 1.23 - - -
Skyline Advisory Services Private Limited 3.75 2.36 - - -
Kirti Seeds Biotech Limited 15.89 15.67 - - -

193
 Particulars AS AT March 31,
2010 2009 2008 2007 2006
Manimudra Vincom Private Limited 20.65 20.31 - - -
PKC Credit Private Limited 1.25 - - - -
Right Aid Consultants Private Limited 8.04 8.05 - - -
Crochet Trade and Investment Private Limited 7.15 - - - -
JMD Sound Limited 0.54 - - - -
Neha Cassette Private Limited 0.25 - - - -
P. S. Kalani (HUF) 20.72
Wanderland Constructions Private Limited 0.16 - - - -
Warner Multimedia 0.23 - - - -
Upal Developers Private Limited 3.45 - - - -
Scientific Mes-Technik Private Limited 2.50 - - - -
Shri Vanktesh Softech Private Limited - - 30.00 - -
Khanna Builders and Developers - - - 10.00 -
Total 509.48 181.70 43.54 10.00 -

Bank Overdraft from Axis Bank - 414.71 - - -

Debentures 3,249.99 3,249.99 2,249.99 550.00 -

(Refer Note 1 below)
Group Share in Unsecured Loans of Joint Venture - 4.95 - - -

Total 4,059.91 4,029.95 2,293.53 560.00 4.77

Note:

EWDL had issued unsecured optionally fully convertible debentures of the face value of Rs. 750 million. The
Convertible Debentures have tenure of upto five years which is extendable at the option of the Convertible
Debenture holders.

Treasure World Developers Private Limited (TWDPL) has issued the following debentures:

a) 149,999,150, 5% Fully Convertible Debentures of Rs. 10/- each, were issued during the year ended March
31, 2008 and are convertible after 4 years and 90 days from the date of issue,

b) 100,000,000 Series B 5% Fully Convertible Debentures of Rs. 10/- each, have been issued during the year
ended March 31, 2009 and are convertible after 2 years from the date of issue.

For the debentures stated above at (a) and (b), interest @ 5% per annum compounded semi annually will accrue on
these debentures. These Debentures are to be converted into Equity Shares at a price such that debenture holders
would get a 15 % internal rate of return (IRR) over and above 5% coupon as stated above. This return (i.e. 15%
IRR) shall accrue and become payable only if the debentures are not converted into Equity Shares in accordance
with "The Conversion Rights" as mentioned in the Debenture Agreement. Further, TWDPL also has an option of
paying an additional interest over and above the 5% stated above in future.

194
ANNEXURE IX

CONSOLIDATED SUMMARY STATEMENT OF INVENTORIES, AS RESTATED

Rs. In Million
Particulars AS AT March 31,
2010 2009 2008 2007 2006
Land (For development of integrated residential township) 2,355.22 2,240.46 1,255.09 275.44 -
Stores, Spares and Consumables 56.45 50.94 - - -
Construction Material 19.62 16.15 - - -
Work-in-Progress 647.31 160.11 180.30 15.88 -
Total 3,078.60 2,467.66 1,435.39 291.32 -

195
ANNEXURE X

CONSOLIDATED SUMMARY STATEMENT OF FIXED ASSETS, AS RESTATED

Rs. In Million
Sr. PARTICULARS As at March 31, 2010 As at March 31, 2009 As at March 31, 2008 As at March 31, 2007 As at March 31, 2006
No Gross Depreciation Net Gross Depreciation Net Gross Depreciation Net Gross Depreciation Net Gross Depreciation Net

A Goodwill on 118.35 - 118.35 118.32 - 118.32 111.32 - 111.32 111.32 - 111.32 - - -

Consolidation

B Leasehold Land 61.56 6.36 55.20 61.56 4.30 57.26 61.56 2.25 59.31 50.29 0.42 49.87 - - -
( Refer Note -1
below)

C Owned Assets:
i Freehold Land 1615.50 0.02 1615.48 1130.72 - 1130.72 766.74 - 766.74 498.00 - 498.00 - - -

ii Building 932.12 38.20 893.92 628.04 26.94 601.10 627.87 16.71 611.16 429.40 8.94 420.46 415.99 1.70 414.29

iii Plant and 520.88 79.20 441.68 334.80 56.86 277.94 298.63 35.58 263.05 239.12 18.44 220.68 238.67 3.75 234.92
Machinery

iv Office 39.87 10.02 29.85 34.05 6.10 27.95 12.88 2.99 9.89 7.80 1.28 6.52 1.78 0.27 1.51
Equipments

v Furniture and 61.60 8.81 52.79 50.33 4.75 45.58 19.72 1.52 18.20 8.39 0.36 8.03 0.25 0.01 0.24
Fixtures

vi Vehicles 35.67 5.52 30.15 26.67 3.60 23.07 20.03 3.73 16.30 14.72 1.49 13.23 3.73 0.57 3.16
( Refer Note -2
below)

vii Software 3.55 0.57 2.98 4.47 0.30 4.17 - - - - - - - - -

D Share in Joint 344.09 6.57 337.52 85.42 0.07 85.35 85.42 0.03 85.39 85.34 0.01 85.33 - - -
Venture
Total 3733.19 155.27 3577.92 2474.38 102.92 2371.46 2004.17 62.81 1941.36 1444.38 30.94 1413.44 660.42 6.30 654.12

Capital Work in 5017.18 4134.64 1668.62 526.14 53.71

Progress
- Share in Joint - 312.48 173.60 44.02 -
Venture
5017.18 4447.12 1842.22 570.16 53.71
Total 8595.10 6818.58 3783.58 1983.60 707.83
Note- 1
Security Deposits aggregating to Rs. 300 million given for leasehold land are disclosed under loans and advances

196
ANNEXURE XI

CONSOLIDATED SUMMARY STATEMENT OF SUNDRY DEBTORS, AS RESTATED

Rs. In Million
Particulars AS AT March 31,
2010 2009 2008 2007 2006
Sundry Debtors
Debts outstanding for a period exceeding six month:
Secured, Considered good 1.64 1.13 0.59 - -
Unsecured, Considered good 0.24 2.01 - 0.26 -
Unsecured, Considered Doubtful 0.52 0.11 - - -
A 2.40 3.25 0.59 0.26 -
Other Debt:
Secured, Considered good 22.88 20.72 12.47 13.27 -
Unsecured, Considered good 360.07 9.40 25.90 - 14.00
Unsecured, Considered Doubtful 0.52 0.41 - - -
B 383.47 30.53 38.37 13.27 14.00
A+B 385.87 33.78 38.96 13.53 14.00
Less Provision 1.04 0.52 - - -
384.83 33.26 38.96 13.53 14.00
Share in Joint Venture 0.82 - - - -

Total 385.65 33.26 38.96 13.53 14.00

Note:
Refer Annexure XXI for debts due from Related Parties.

197
ANNEXURE XII

CONSOLIDATED SUMMARY STATEMENT OF LOANS AND ADVANCES, AS RESTATED

Rs. In Million
Particulars AS AT March 31,
2010 2009 2008 2007 2006
Loans and advances
(Unsecured, considered good)

Advances recoverable in cash or in kind or for value to be 555.39 427.57 651.99 82.62 97.70
received
Security Deposits 312.72 313.75 312.72 309.01 307.29
Unbilled Revenue 6.64 5.66 - - -
Mobilisation Advance to Contractors 12.29 20.70 - - -
Advance to Contractors 19.08 13.44 - - -
Advance to Suppliers 34.26 19.91 - - -
Loans to Group Companies 13.36 21.40 - - -
Loans to Other Companies 22.15 27.34 119.30 16.80 -
Share Application money (Pending Allotment) 74.83 74.83 144.42 49.84 61.27
Advance Tax (Net of Provisions) 128.18 102.54 58.75 27.08 1.78
Advance Fringe Benefit Tax (Net of Provisions) 0.09 0.04 0.01 - -
Accrued Interest on Fixed Deposits 22.43 17.82 3.47 2.22 0.14
1,201.42 1,045.00 1,290.66 487.57 468.18
Share in Joint Venture 20.04 3.99 10.53 8.16 -

Total 1,221.46 1,048.99 1,301.19 495.73 468.18

Note:
Refer Annexure XXI for loans and advances given to Subsidiaries and other Related Parties.

198
ANNEXURE XIII

CONSOLIDATED SUMMARY STATEMENT OF CASH AND BANK BALANCES, AS RESTATED

Rs. In Million
Particulars AS AT March 31,
2010 2009 2008 2007 2006
Cash in hand 3.91 31.06 2.29 1.62 1.05

Balances with Scheduled Banks

In Current Accounts 125.70 168.44 104.12 34.75 1.63
In Fixed Deposit Accounts* 649.96 1,034.78 166.36 80.10 22.18
In Overdraft Account - 2.30 - - -
779.57 1,236.58 272.77 116.47 24.86
Share in Joint Venture 16.04 10.27 8.52 1.19 -

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.

199
ANNEXURE XIV

CONSOLIDATED SUMMARY STATEMENT OF INVESTMENTS, AS RESTATED

Rs. In Million
Particulars AS AT March 31,
2010 2009 2008 2007 2006
Long Term Investments (At Cost )

In Shares - (unquoted - (Trade))

Associates ( Refer Note B.12 of Annexure IV)
40,000 Equity Shares of Market City Management Private Limited of 1.15 1.31 - - -
Rs.10/- each fully paid-up
500,000 Equity Shares of Shri Venktesh Real Estate Private Limited of - - 5.00 - -
Rs.10/- each fully paid-up
2,78,889 Equity Shares (previous year Nil) of Addon Retail Private 3.50 - - - -
Limited
100,000 (2008: 10,000) Equity Shares of Surya Treasure Island Private 55.00 55.00 0.10 - -
Limited of Rs.10/- each fully paid-up
333,333 Equity Shares of Ramayana Realtors Private Limited of 41.77 41.77 41.67 41.66 -
Rs.10/- each fully paid-up
166,670 Equity Shares of Picasso Developers Private Limited of 20.00 20.00 - - -
Rs.10/- each fully paid-up

Others
10 Shares of Antop Hill Warehousing Co. Ltd. of face value of Rs. - 0.01 0.01 0.01 -
1000/- each fully paid-up

Current Investments: Non-Trade

(Unquoted, at lower of cost and fair value)
25,637.01 units of Rs.10.02 each of HDFC Cash Management Fund- - - - 0.26 -
Saving Plan Weekly Dividend
4,941,688.08 units of Rs. 10.12 each of TATA Dynamic Bond Fund - - - 50.00 -
1,43,301.002 (2007: 1,061,044.20) units of Rs. 10.9801 of LICMF 1.59 1.42 1.42 11.65 -
liquid fund
19,977.30 units of Rs. 1,001.14/- each of Reliance Liquid Fund - - 20.00 - -
6,165.23 units of Rs.10.015/- each of HDFC Cash Management Fund - - 0.07 - -
Saving Plus Plan
14,982.973 units of Rs. 1,001.1364 each of Reliance Liquid Fund Daily - - 15.00 - -
Dividend Plan

123.01 119.51 83.27 103.58 -

Share in Joint Venture - - - 1.52 -

Total 123.01 119.51 83.27 105.10 -

Note:
Aggregate book values:
Quoted Investments - - - - -
Unquoted Investments 123.01 119.51 83.27 105.10 -
Total 123.01 119.51 83.27 105.10 -

200
ANNEXURE XV

CONSOLIDATED SUMMARY STATEMENT OF CURRENT LIABILITIES AND PROVISION, AS

RESTATED

Rs. In Million
Particulars AS AT March 31,
2010 2009 2008 2007 2006
CURRENT LIABILITIES
Sundry Creditors
Total Outstanding dues of creditors other than Micro Enterprises 1,048.45 1,135.74 174.82 54.33 39.40
and Small Enterprises
Security Deposits 29.93 32.85 53.00 - -
Mobilization advance from customers - - - - -
Advances from customers 94.07 25.52 - - -
Over drawn Bank Balances as per books 85.51 230.19 220.38 81.23 66.56
Interest Accrued but not due on Loans 8.65 20.19 0.30 - -
1,266.61 1,444.49 448.50 135.56 105.96
Share in Joint Venture 9.97 8.50 4.15 1.97 -

Total (A) 1,276.58 1,452.99 452.65 137.53 105.96

PROVISIONS
For Leave Encashment and Gratuity 4.29 4.91 2.50 2.93 0.70
For Fringe Benefits Tax (Net of advance tax) 0.20 1.72 0.46 0.09 -
For Income Tax (Net of advance tax) 23.50 7.81 1.39 0.01 -
For Wealth tax 0.08 0.06 0.08 0.03 -
For Outstanding Exp - - - -
28.07 14.50 4.43 3.06 0.70
Share in Joint Venture 0.78 0.10 0.09 0.10 -
Total (B) 28.85 14.60 4.52 3.16 0.70
Grand Total (A)+(B) 1,305.43 1,467.59 457.17 140.69 106.66
Note:
The Group has not received any intimation from the suppliers regarding their status under Micro, Small and Medium
Enterprises Development Act, 2006 and hence the disclosures required under the Act have been given accordingly.

201
ANNEXURE XVI

CONSOLIDATED SUMMARY STATEMENT OF INCOME FROM OPERATIONS AND OTHER

INCOME, AS RESTATED

Rs. In Million
Particulars Nature FOR THE YEARS ENDED MARCH 31,
2010 2009 2008 2007 2006
Income From Operations
Rental Income 180.00 158.94 149.05 141.56 22.55
Common Area Maintenance Charges 40.25 39.99 39.56 35.55 3.50
Sale of Food and Beverages 63.80 56.46 - - -
Recovery of Expenses 53.90 47.26 50.27 41.25 -
Project Management Fees 64.85 7.78 24.32 - -
Income from Construction Activities 43.48 78.66 - - -
Sale of Construction Properties 498.68 - - - -
Commission Received - - 2.12 - -
944.96 389.09 265.32 218.36 26.05

Share in Joint Venture 75.05 - - - -

Total (A) 1,020.01 389.09 265.32 218.36 26.05

Other Income
Interest
Deposits with Bank Recurring 6.48 9.43 2.59 2.77 -
Others Non-Recurring 4.20 14.50 3.52 1.50 -
Dividend Received on Current Investments Non-Recurring 0.06 0.52 2.92 3.85 -
Profit on Sale of Fixed Assets Non-Recurring - 2.90 - - -
Income from Hire of Plant and Machinery Non-Recurring 1.95 1.92 - - -
Profit on Sale of Current Investments ( Net ) Non-Recurring - - 0.54 0.35 -
Sundry Balances Written Back Non-Recurring 3.13 0.53 0.29 0.05 -
Miscellaneous Income Non-Recurring 5.14 4.79 2.79 4.71 0.10
Foreign Exchange Gain (Net) Non-Recurring - - 4.10 - -
Profit on Sale of Subsidiary Non-Recurring 20.29 - - - -
41.25 34.59 16.75 13.23 0.10
Share in Joint Venture 1.08 - - - -
Total (B) 42.33 34.59 16.75 13.23 0.10
Grand Total (A)+(B) 1,062.34 423.68 282.07 231.59 26.15

202
ANNEXURE XVII

CONSOLIDATED SUMMARY STATEMENT OF CONSTRUCTION EXPENSES, AS RESTATED

Rs. In Million
Particulars FOR THE YEARS ENDED MARCH 31,
2010 2009 2008 2007 2006
Construction Expenses
Material Consumption
Construction Expenses 29.20 28.00 - - -
Cost of Land 233.81 1.65 - - -
Other Construction Material 5.92 - - - -
Total 268.93 29.65 - - -

203
ANNEXURE XVIII

CONSOLIDATED SUMMARY STATEMENT OF EMPLOYEE REMUNERATION, AND BENEFITS, AS

RESTATED

Rs. In Million
Particulars FOR THE YEARS ENDED MARCH 31,
2010 2009 2008 2007 2006
Salaries, Wages and Bonus 90.40 55.94 39.64 18.19 2.10
Contribution to Provident and Other Fund 3.01 2.53 1.70 0.29 -
Total 93.41 58.47 41.34 18.48 2.10

204
ANNEXURE XIX

CONSOLIDATED SUMMARY STATEMENT OF OPERATING AND OTHER EXPENSES, AS

RESTATED

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

Insurance 1.51 1.12 1.45 1.49 -

Survey Charges - - 0.05 - -
Traveling and Conveyance Expenses 8.53 4.07 2.22 0.22 0.02
General and Administrative Charges 16.80 4.28 1.17 0.002 0.03
Advertisement and Sales Promotion 33.31 8.16 1.93 2.26 -
Donation 0.20 0.16 1.60 - -
Office Expenses 1.67 - - - -
Purchases 25.37 20.91 - - -
Water Expenses 3.84 5.19 1.92 2.02 -
Repairs
-Building 2.23 4.95 2.63 0.37 -
-Plant and Machinery 3.40 1.67 1.92 0.55 -
-Others 5.11 2.09 2.07 0.92 0.03
Power and Fuel 79.25 76.92 77.28 70.02 2.26
Rent, Rates and Taxes 18.73 19.38 4.56 3.64 2.58
Legal and Professional Fees 35.92 8.09 10.26 1.87 0.02
Loss on Sale of Fixed Assets 0.77 0.45 0.40 0.11 -
Bad debts Written off 1.29 0.26 0.82 0.03 -
Provision for Doubtful Debt 0.52 0.52 - - -
Miscellaneous Expenses 5.63 5.52 7.11 3.73 0.97
Preliminary Expenses Written off 0.19 5.21 18.44 14.80
Foreign Exchange Loss - 22.79 - - -
Advance Forfeited - - 4.50 - -
Brokerage and Commission 0.05 0.17 0.44 1.58 -
Capital Work In Progress written off - 1.74 1.91 - -
Prepayment Charges - - - 9.63 -
Total 244.32 193.65 142.68 113.26 5.91

Share in Joint Venture 32.00 - - - -

Total 276.32 193.65 142.68 113.26 5.91

205
ANNEXURE XX

CONSOLIDATED SUMMARY STATEMENT OF INTEREST AND FINANCE CHARGES, AS

RESTATED

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

Interest on:
On Debentures 137.10 120.11 28.22 - -
On Overdraft Accounts 54.72 38.45 2.27 - -
On Bank Loan 3.16 - - - -
On Term Loans 404.52 500.35 137.21 94.23 -
Loan Processing Charges 7.84
Others (Bank Charges etc.) 1.36 5.74 14.81 1.45 -
608.70 664.65 182.51 95.68 -
Less: Capitalised during the year to Capital Work-in-Progress 400.07 429.65 95.77 16.70 -
Less: Capitalised during the year to Inventories 38.44 27.59 - - -
170.19 207.41 86.74 78.98 -
Share in Joint Venture 29.00 - - - -
Total 199.19 207.41 86.74 78.98 -

206
ANNEXURE XXI

CONSOLIDATED SUMMARY STATEMENT OF RELATED PARTY DISCLOSURES, AS RESTATED

Related party disclosures as required by Accounting Standard (AS) 18, "Related Party Disclosures", are
given below:

(i) List of Related Parties:

a. Entities having substantial interest in the Group

The Phoenix Mills Limited

Emmer River Limited
Diemel River Limited
Weser River Limited
Khanna Builders and Developers
Kshitij Venture Capital Fund
Landmark Hi Tech Development Private Limited
Padma Homes Private Limited
Yuvraj Trust
Ochtum River Limited
K2C Residential Limited
Thakkar Industries
Biltech Engineers Private Limited

b. Joint Venture

Naman Mall Management Company Private Limited

c. Associate Enterprises

Ramayana Realtors Private Limited

Surya Treasure Island Private Limited
Market City Management Private Limited
Picasso Developers Private Limited

d. Key Management Personnel and their relatives

Mr. Manish Kalani

Mr. B. Rajesh Nair
Mr. Shishir Baijal
Mr. Shishir Shrivastava
Mr. Parthiv Khilachand
Mr. Nandish Khilachand
Mrs. Padma Kalani
Mrs. Namita Kalani
Mr. P. S. Kalani
Mrs. Manisha Kalani
Mr. Vinayak Kalani

e. Group entities:

Kalani Industries Private Limited

Tambe Financial Services Private Limited

207
Flexituff International Limited
Kalani Brothers (Indore )Private Limited
P Kalani and Associates
Pusti Trading Private Limited
High Beam Reality Private Limited
Excellence Properties Private Limited
Gemini Heights Private Limited
Ratnagiri Vinimay Private Limited
Saka Tradings Private Limited
Vibgyor Laminates Private Limited

208
Transactions undertaken/balances outstanding with the related parties:

Rs. In Million
Particulars FOR THE YEARS ENDED MARCH 31,
2010 2009 2008 2007 2006
Allotment of Equity Shares
Ochtum River Limited 4.61 - - - -
Weser River Limited 0.06 1.77 - - -
Emmer River Limited 0.13 4.09 - - -
Diemel River Limited 0.10 3.00 - - -
Thakkar Industries - - 2.50 - -
K2C Residential Limited 0.07 2.00 - 6.50 -
Edelweiss Trustee Services Private Limited - - 0.10 - -
Surya Treasure Island Private Limited - 0.10 - - -
The Phoenix Mills Limited - - 0.10 - -
Khanna Builders and Developers - - - 2.50 -
Kshitij Venture Capital Fund - - - 3.80 -
Vikas Aggarwal (Director) 0.02
Abhik Roy Choudhary 0.02
Manashi Construction Private Limited. -
Landmark Hi Tech Development Private Limited 28.50
Landmark Hi Tech Development Private Limited (208.00)

15% Unsecured Fully Convertible Debentures

The Phoenix Mills Limited - 1,000.00 - - -

Share Application Money Paid - - - - -

Intesys Technologies Private Limited - 1.10 - - -
Naman Mall Management Company Private limited - - 0.10 - -
Surya Treasure Island Private Limited - 2.03 - - -

Share Application Money Refunded

K2C Residential Limited 12.27 117.27 - - -
Surya Treasure Island Private Limited - 2.03 - - -
Thakkar Industries - 3.00 - - -
Emmer River Limited - 227.50 - - -
Weser River Limited - 416.78 - - -
Kshitij Venture Capital Fund 14.40 14.30 - - -
The Phoenix Mills Limited 97.50 0.01 - - -
Naman Mall Management Company Private Limited 0.10
Vikas Aggarwal (Director) 0.45
Abhik Roy Choudhary 0.45
Manashi Construction Private Limited. 0.20
Edelweiss Trustee Services Private Limited - - 50.93 - -
Ramayana Realtors Private Limited - - 74.83 - -
Brij Mohan - - - 0.79 -
Kalani Brothers (Indore) Private Limited - - - - 86.61
Padma Homes Private Limited - - - - 42.22
Investment in Shares (including Securities Premium) - - - - -
Weser River Limited - 415.01 - - -
K2C Residential Limited - 105.00 - - -
Shri Venktesh Real Estate Private Limited - - 5.00 - -
Surya Treasure Island Private Limited - 54.90 0.10 - -
Picasso Developers Private Limited - 20.00 - - -

209
 Particulars FOR THE YEARS ENDED MARCH 31,
2010 2009 2008 2007 2006
Addon Retail Private Limited 3.50
Annapoorna Entertainment World Developers Private Limited - - 0.10 - -

Security Premium Received

Emmer River Limited 7.37 223.41 - - -
K2C Residential Limited 263.13 281.97 108.42 323.50 -
The Phoenix Mills Limited - 0.01 150.85 - -
Surya Treasure Island Private Limited - 2.03 - - -
Thakkar Industries - - 18.08 - -
Khanna Builders and Developers - - 5.10 22.92 -
Diemel River Limited 14.30
Ochtum River Limited 324.39 - - - -
Weser River Limited 13.68
Kshitij Venture Capital Fund - - - 121.60 -
Issue of Shares
Ruia Real Estate Development Company Private Limited - - 18.07 - -

Sale of Shares
Shri Venktesh Real Estate Private Limited - 5.00 - - -
Aashling Entertainment Private Limited -
Arc Retail Private Limited 0.20
Gwalior Entertainment World Developers Limited 1.50

Purchase of Shares
Padma Kalani 0.01 2.03 - - -
Kalani Industries Private Limited 0.01 2.03 - - -
Namita Kalani - 1.49 - - -
P. S. Kalani - 0.81 - - -
Manisha Kalani 0.05 1.01 - - -
Yuvraj Trust - 0.34 - - -
Vinayak Kalani - 0.34 - - -
Manish Kalani 0.03 - - -
Others - 1.80

Loans taken
Kalani Industries Private Limited 479.29 171.20 152.96 54.48 -
Kalani Brothers (Indore) Private Limited - - 94.80 2.00 -
Padma Homes Private Limited - - 42.22 - -
Kshitij Venture Capital Fund - 9.90 - - -
Thakkar Industries - - 13.54 - -
Surya Treasure Island Private Limited - 0.09 - - -
Anshuman Properties Private Limited 4.01 - - - -
Ecstasy Heights Private. Limited 0.60 - - - -
Excellence Properties Private Limited 1.00
Four Dimension Properties Private Limited 22.24
Gemini Heights Private Limited 1.00
High Beam Reality Private Limited 0.70
High-Skey Properties Private Limited 1.20
Manish Kalani 50.29
Manish Kalani (HUF) 72.00
The Phoenix Mills Limited 450.00

210
 Particulars FOR THE YEARS ENDED MARCH 31,
2010 2009 2008 2007 2006
Pusti Trading Private Limited 1.34
Saka Tradings Private Limited 3.03
Skyline Advisory Services Private Limited 3.64 - - - -
Triple A Real Estates Private Limited 18.61 - - - -
Vibgyor Laminates Private Limited 7.49 - - - -
Vindhya Cement Private Limited 8.07 - - - -
Wanderland Constructions Private Limited 0.44 - - - -
Khanna Builders and Developers - - - 10.00 -

Loans repaid
Surya Treasure Island Private Limited - 0.09 - - -
Kalani Industries Private Limited 383.22 167.91 - 54.48 -
High Beam Reality Private Limited 0.73 - - - -
Excellence Properties Private Limited 0.94 - - - -
Gemini Heights Private Limited 0.96 - - - -
Ratnagiri Vinimay Private Limited - - - -
Saka Tradings Private Limited 3.21 - - - -
Vibgyor Laminates Private Limited 5.76 - - - -
Manish Kalani 24.61 - - - -
Manish Kalani (HUF) 80.10 - - - -
Kalani Brothers (Indore) Private Limited - - 2.00 -
Anshuman Properties Private Limited 4.17
Ecstasy Heights Private Limited 0.58
Four Dimension Properties Private Limited 17.31
EWDPL South Realty Private Limited 149.20
High-Skey Properties Private Limited 3.04
Pusti Trading Private Limited 0.75
Skyline Advisory Services Private Limited 2.92
Triple A Real Estates Private Limited 1.94
Vindhya Cement Private Limited 0.80
Wanderland Constructions Private Limited 0.28
The Phoenix Mills Limited 200.00

Loans given
Arc Retail Private Limited 3.04
EWDPL Bhilai Hospitality Private Limited 0.02
EWDPL South Realty Private Limited 0.50
Khanna Builders and Developers - - 10.00 - -
Naman Mall Management Company Private limited 13.58 - 95.00 - -
Sangli Entertainment World Private Limited 0.13
Trivandrum Treasure Market City Private Limited 0.48
Kalani Industries Private Limited - - 15.00 - -
Shri Venktesh Real Estate Private Limited - - 60.00 - -
Surya Treasure Island Private Limited - - - - -
Ramayana Realtors Private Limited - - - - -
Annapoorna Entertainment World Developers Private Limited - - 36.53 - -
Ashok Apparels Private Limited - - - 16.80 -
- - - - -
Loan received back - - - - -
Shri Venktesh Real Estate Private Limited - 60.00 - - -
Surya Treasure Island Private Limited - 6.20 40.43 - -

211
 Particulars FOR THE YEARS ENDED MARCH 31,
2010 2009 2008 2007 2006
Arc Retail Private Limited 9.00
Bhubaneshwar Entertainment World Developers Private 0.32
Limited
EWDPL Bhilai Hospitality Private Limited 0.12
EWDPL Chandigarh Hospitality Private Limited 0.14
EWDPL Jabalpur Hospitality private Limited 0.14
EWDPL North Realty Private Limited 0.14
EWDPL South Realty Private Limited 8.62
EWDPL Ujjain Hospitality Private Limited 0.14
EWDPL West Realty Private Limited 0.14
Kshitij Venture Capital Fund 21.00
Gwalior Entertainment World Developers Private Limited 0.26
Nagpur Treasure Market City Private Limited 1.17
Naman Mall Management Company Private Limited 37.79
Sangli Entertainment World Developers Private Limited 0.13
Trivandrum Treasure Market City Private Limited 1.46
Ramayana Realtors Private Limited - - - -
Annapoorna Entertainment World Developers Private Limited - - 34.60 - -

Advances Given
Kalani Industries Private Limited - 96.65 85.38 52.50 -
Kamaskhya Tracom Private Limited - 0.01 - - -
Tambe Financial Services Private Limited - 0.01 - - -
Crest Hospitality Private Limited - 0.00 - - -
Surya Treasure Island Private Limited 0.55 6.20 - - -
Ramayana Realtors Private Limited 13.36 9.10 - - -
Arc Retail Private Limited 6.45
Aashling Entertainment Private Limited 0.03
Banglore Entertainment World Developers Private Limited 0.14
EWDPL South Realty Private Limited 0.12
Kolhapur Entertainment World Developers Private Limited 0.02
Ludhiana Entertainment World Private Limited 0.92
Karpre Trading Private Limited 0.20

Advances Received back

Kalani Industries Private Limited - 0.50 16.40 52.50 -
Aashling Entertainment Private Limited 0.09
Arc Retail Private Limited 8.45
Banglore Entertainment World Developers Private Limited 0.14
Kolhapur Entertainment World Developers Private Limited 1.24
Ramayana Realtors Private Limited 9.10
Surya Treasure Island Private Limited 0.55
EWDPL Chandigarh Hospitality Private Limited 0.02
EWDPL South Realty Private Limited 125.00
Karpre Trading Private Limited 0.20

Advance paid
Karpre Trading Private Limited 0.20 - - - -

Purchase of Land
Kalani Industries Private Limited - 109.56 57.49 21.50 -
Thakkar Industries - - 82.30 - -

212
 Particulars FOR THE YEARS ENDED MARCH 31,
2010 2009 2008 2007 2006
Khanna Builders and Developers - - - 124.20 -

Sale
Naman Mall Management Company Private Limited 0.01

Capital Contribution
Landmark Hi Tech Development Private Limited - - - - -

Rent Paid (Lease Rent)

Padma Homes Private Limited 0.03 0.34 0.03 0.04 -
Kalani Brothers (Indore) Private Limited 0.08 0.08 - 0.10 -
Kalani Industries Private Limited - - - 0.01 -
Naman Mall Management Company Private Limited 0.27

Interest paid
Kalani Industries Private Limited 20.59 8.60 5.55 - -
Thakkar Industries - - 1.50 - -
Anshuman Properties Private. Limited. 0.24
Ecstasy Heights Private Limited 0.02
Excellence Properties Private Limited 0.01
Four Dimension Properties Private Limited 2.21
Gemini Heights Private Limited 0.00
High Beam Reality Private Limited 0.00
High-Skey Properties Private Limited 0.24
Kalani Brothers (I) Private Limited 17.04
Manish Kalani 4.17
Manish Kalani (HUF) 2.56
Pusti Trading Private Limited 0.38
Saka Tradings Private Limited 0.16
Skyline Advisory Services Private Limited 0.47
The Phoenix Mills Limited 50.76
Triple A Real Estates Private Limited 0.05
Vibgyor Laminates Private Limited 0.49 - - - -
Vindhya Cement Private Limited 0.56 - - - -
Wanderland Constructions Private Limited 0.00 - - - -
Khanna Builders and Developers - - - 0.13 -

Interest Received
High Beam Reality Private Limited - - - - -
Excellence Properties Private Limited - - - - -
Gemini Heights Private Limited - - - - -
Surya Treasure Island Private Limited - 11.06 - - -
The Phoenix Mills Limited - (17.35) - - -

Reimbursement of Expenses from Subsidiary/Group - - - - -

Companies
Surya Treasure Island Private Limited 2.04 - 4.95 - -
Ramayana Realtors Private Limited 0.05 - 0.01 - -
EWDPL South Realty Private Limited 33.01
P. Kalani and Associates 0.09 - - - -
Naman Mall Management Company Private. Limited - - - -
Kalani Industries Private Limited 6.90 - 0.05 - 14.72

213
 Particulars FOR THE YEARS ENDED MARCH 31,
2010 2009 2008 2007 2006
Flexituff International Limited - - 0.00 - -
Annapoorna Entertainment World Developers Private Limited - - 0.30 - -
Kalani Holdings Private Limited - - 0.04 - -
Skyline Advisory Services Private Limited - - - - 0.10
MRK Foods - - - - 1.04
Padma Homes Private Limited - - - - 1.06

Interest on Sub Debts

Kalani Industries Private Limited 5.89
Ramayana Realtors Private Limited 0.00

Project Technical Consultancy Charges

Arc Retail Private Limited 0.68

Hire Charges Received

Surya Treasure Island Private Limited 1.01 1.01 - - -
Naman Mall Management Company Private Limited 0.06 0.12 - - -

Remuneration to Directors
Remuneration paid or provided to the Directors 18.05 5.86 - - -

Commitment Deposits
Landmark Hi Tech Development Private Limited - 24.50 53.00 - -

Designing Charges
Surya Treasure Island Private Limited 0.95 0.73 - - -

Rent Received
Kalani Industries Private Limited 0.11 - 0.10 - -
Others - 2.13 - - -
Flexituff International Limited 0.06 - 0.06 - -
Surya Treasure Island Private Limited - - 0.01 - -
Kalani Holdings Private Limited - - 0.01 0.05 -

Project Management Fees Received

Surya Treasure Island Private Limited 7.60 - 23.60 - -
Naman Mall Management Company Private limited 0.25 - 1.45 - -
Others - 0.10 - - -

Professional Fees
Market City Management Private Limited - 2.45 - - -

License fees and Others charges Recd.

Kalani Industries Private Limited - - 10.03 10.59 -
Skyline Advisory Services Private Limited - 0.19 1.18 - 3.91
MRK Foods - - - - 1.04

Purchase of material
Flexituff International Limited - - - - 2.91
MRK Pipes Limited - - - - 0.55

214
 Particulars FOR THE YEARS ENDED MARCH 31,
2010 2009 2008 2007 2006
Security deposit received
MRK Foods - - - - 0.16

Security deposit paid

Kalani Brothers (Indore) Private Limited - - - - 105.96
Padma Homes Private Limited - - - - 44.04

Security Provided by the Company by way of Mortgage of

Land
Corporate Guarantee given by Company
Surya Treasure Island Private Limited - 670.00 - - -
Others - 604.68

Construction Income
Naman Mall Management Company Private Limited 17.96 - - - -

Consultancy Income
Surya Treasure Island Private Limited - 1.50 - - -

Closing Balance : Receivable / ( Payable)

-As Creditors
Naman Mall Management Company Private Limited 1.32 (1.27) - - -
Naman Mall Management Company Private Limited (S.D.) 1.10 - - -
Kshitij Investment Advisory Company Limited (0.04) - - -
Surya Treasure Island Private Limited 7.51 11.06 - - -
Ramayana Realtors Private Limited 0.01 0.82 - - -
EWDPL South Realty Private Limited 3.76
Kalani Industries Private Limited (0.73)
The Phoenix Mills Limited (295.56) (17.35) - - -
-Purchase of Shares - - - - -
Padma Kalani - (1.89) - - -
Kalani Industries Private Limited - (1.89) - - -
Namita Kalani - (1.39) - - -
P. S. Kalani - (0.76) - - -
Manisha Kalani - (0.95) - - -
Yuvraj Trust - (0.32) - - -
Vinayak Kalani - (0.32) - - -
-As Unsecured Loans (Given)
Kshitij Venture Capital Fund (9.90) - - -
Kalani Industries Private Limited 103.14 143.72 68.97 - -
Thakkar Industries (13.54) (13.54) (13.54) - -
Ramayana Realtors Private Limited 13.36 9.10 - - -
Pusti Trading Private Limited 2.63 1.70 - - -
High Beam Reality Private Limited 0.07 0.10 - - -
Excellence Properties Private Limited 0.20 0.14 - - -
Gemini Heights Private Limited 0.16 0.11 - - -
Ratnagiri Vinimay Private Limited 0.67 15.00 - - -
Saka Tradings Private Limited 0.47 0.50 - - -
Vibgyor Laminates Private Limited 3.11 0.95 - - -
Vindhya Cement Private Limited 9.01
Naman Mall Management Company Private limited 16.07 14.50 95.00 - -
Kalani Brothers (I) Private Limited 14.50 - - -

215
 Particulars FOR THE YEARS ENDED MARCH 31,
2010 2009 2008 2007 2006
Manish Kalani 29.98 0.55 - - -
Manish Kalani(HUF) 13.01 18.81 - - -
Market City Management Private Limited - - - -
Anshuman Properties Private Limited 0.84
BrijMohan 30.56
Ecstasy Heights Private Limited 0.23
Four Dimension Properties Private Limited 6.92
High-Skey Properties Private Limited 0.22
Kalani Brothers (I) Private Limited 16.07
Naman Mall Management Company Private Limited 0.09
Skyline Advisory Services Private Limited 3.75
Triple A Real Estates Private Limited 7.54
Upal Developers Private Limited 3.45
Wanderland Construction Private Limited 0.16
Landmark Hi Tech Development Private Limited - - (53.00) - -
Annapoorna Entertainment World Developers Private Limited - - 1.53 - -
Kshitij Venture Capital Fund - 9.90

-As Debtors
Naman Mall Management Company Private Limited - 0.11 - - -
Kalani Industries Private Limited - 0.03 - - -
Naman Mall Management Company Private Limited (Cr) - - - - -
Surya Treasure Island Private Limited - - - - -

-As Advances
Kalani Industries Private Limited - 56.06 - 0.02 -
Surya Treasure Island Private Limited - - 4.79 - -
Naman Mall Management Company Private Limited - - 0.82 - -
Khanna Builders and Developers - - - (10.00) -
Shri Venktesh Real Estate Private Limited - - 60.00 - -
Ashok Apparels Private Limited - - 16.80 16.80 -
Kalani Industries Private Limited - - (0.05) - -
Annapoorna Entertainment World Developers Private Limited - - 0.25 - -
Ramayana Realtors Private Limited - - 0.01 - -

-As Capital Account

Landmark Hi Tech Development Private Limited - (179.50) - - -
Share Application Money (Pending Allotment)
Kshitij Venture Capital Fund - (14.40) - - -
Naman Mall Management Company Private Limited - - - - -

Corporate Guarantee given by the Company

Surya Treasure Island Private Limited - - 360.00 - -

216
ANNEXURE XXII

CONSOLIDATED CAPITALISATION STATEMENT, AS RESTATED

Rs. In Million
Particulars As at MARCH 31, 2010
Borrowings
Short term 1,724.06
Long Term debt 7,401.46
Total debt 9,125.52

Shareholders' funds
Share capital 158.46
Minority Interest 2,027.69
Share Application Money -
Securities Premium 1,364.43
General Reserve 6.00
Debit balance in Profit and Loss Account (16.98)
Total shareholders' funds 3,539.60

Long-term debt/equity ratio 2.09

Total Short term debt/equity ratio 0.49

Notes
1. Short term debts represent debts which are due within twelve months from March 31, 2010
2. Long term debts represent debts other than short term debts, as defined above.
3. The figures disclosed above are based on the Summary Statement of Assets and Liabilities, as Restated of
the Company as at March 31, 2010
4. Long Term Debts/ Equity = Long Term Debts/Shareholders' Funds
5. Post Issue figure will be determined only after finalization of the issue price.
6. Vide Resolution passed at the Shareholders Meeting of the company held on July 20, 2006, the Company
has sub-divided each share of Rs. 100/- each into 10 shares of Rs.10/- each.
7. Vide Resolution passed at the meeting of the Board of Directors of the company held on June 11, 2010, the
company issued 47,217,888 Equity Shares as Bonus Shares by capitalisation of general reserves and
securities premium account.

217
ANNEXURE XXIII

CONSOLIDATED SUMMARY STATEMENT OF ACCOUNTING RATIOS, AS RESTATED

Rs. In Million
Particulars AS AT March 31,
2010 2009 2008 2007 2006

1) (a) Restated Basic Earning per share Rs. 2.00 (2.05) (0.32) 0.32 (0.23)

(b) Restated Diluted earning per share Rs. 1.38 (2.05) (0.32) 0.29 (0.23)

(c) Restated net asset value per share Rs. 38.97 31.68 26.40 17.01 5.64

2) Return on Net Worth (%) 3.55% -4.48% -0.91% 1.68% -3.92%

3) (a) No. of Shares* 15,739,296 15,739,296 15,739,296 13,932,700 1,017,580

(b) Weighted Average no. of shares*

- for Basic Earnings per share 15,739,296 15,739,296 14,740,718 11,752,988 10,175,800
-for Bonus Shares 47,217,888 47,217,888 47,217,888 47,217,888 47,217,888
- for Diluted Earnings per share 43,616,312 43,616,312 36,100,366 19,110,045 11,366,737
* Equity shares of Rs.10 each

Notes:

1) The ratios have been computed as follows:

Earning per Share – Basic and Diluted = Adjusted Profit / (Loss) after Tax but before Extraordinary
Items
Weighted average number of equity shares outstanding during
the year

Net Asset Value per Share = Net Worth excluding Revaluation Reserve
Weighted Average Number of Equity Shares Outstanding
during the year

Return on Net Worth = Adjusted Profit / (Loss) after Tax but before Extraordinary
Items
Net Worth excluding Revaluation Reserve

2) Earnings per share (EPS) has been calculated in accordance with Accounting Standard 20 - Earnings Per
Share. EPS for the half year ended March 31, 2010 has not been annualised.

3) Restated profit / (loss) has been considered for the purpose of computing the above ratios.

4) Vide Resolution passed at the meeting of the Board of Directors of the company held on June 11, 2010, the
company issued 47,217,888 Equity Shares as Bonus Shares by capitalisation of general reserves and
securities premium account.

5) Vide Resolution passed at the Shareholders Meeting of the company held on July 20, 2006, the Company
has sub-divided each share of Rs. 100/- each into 10 shares of Rs.10/- each.

6) 1,067,300 equity shares of Rs 10/- each were forfeited during the year ended March 31, 2008

218
 AUDITORS‟ 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 unconsolidated 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 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 unconsolidated financial
information has been prepared by the Company and approved by its Board of Directors.

A. Unconsolidated Financial Information:

The unconsolidated financial information referred to above, relating to profits and losses and assets and
liabilities of EWDL is contained in Annexure I, II, III and IV to this report:

e) Annexure I contains Unconsolidated Summary Statement of Assets and Liabilities, as restated as at March
31, 2010, 2009, 2008, 2007, 2006;

f) Annexure II contains Unconsolidated Summary Statement of Profits and Losses, as restated for the years
ended March 31, 2010, 2009, 2008, 2007, 2006;

g) Annexure III contains Unconsolidated Summary Statement of Cash Flows, as restated for the years ended
March 31, 2010, 2009, 2008, 2007, 2006,

h) Annexure IV contains the Summary of Significant Accounting Policies and Notes to Unconsolidated
Summary Statements, as restated.

B. Other Unconsolidated Financial Information:

Other unconsolidated financial information relating to EWDL prepared by the Company is attached in
Annexures V to XXII to this report:

a) Unconsolidated Summary Statement of Share Capital, as restated (Annexure V);

b) Unconsolidated Summary Statement of Reserves and Surplus, as restated (Annexure VI);
c) Unconsolidated Summary Statement of Secured Loans, as restated (Annexure VII);
d) Unconsolidated Summary Statement of Unsecured Loans, as restated (Annexure VIII);
e) Unconsolidated Summary Statement of Fixed Assets, as restated (Annexure IX);
f) Unconsolidated Summary Statement of Debtors, as restated (Annexure X);
g) Unconsolidated Summary Statement of Loans and Advances, as restated (Annexure XI);

219
 h) Unconsolidated Summary Statement of Cash and Bank Balances, as restated (Annexure XII);
i) Unconsolidated Summary Statement of Investments, as restated (Annexure XIII);
j) Unconsolidated Summary Statement of Current Liabilities and Provisions, as restated (Annexure XIV);
k) Unconsolidated Summary Statement of Income from Operations and Other Income, as restated (Annexure
XV);
l) Unconsolidated Summary Statement of Employee Remuneration and Benefits, as restated (Annexure XVI)
m) Unconsolidated Summary Statement of Operating and Other Expenses, as restated (Annexure XVII);
n) Unconsolidated Summary Statement of Interest, as restated (Annexure XVIII);
o) Unconsolidated Summary Statement of Related Party Disclosures, as restated (Annexure XIX);
p) Unconsolidated Capitalisation Statement, as restated (Annexure XX);
q) Unconsolidated Summary Statement of Accounting Ratios, as restated (Annexure XXI);
r) Unconsolidated Summary Statement of Tax Shelters, as restated (Annexure XXII);
s) 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 unconsolidated financial information contained in these
Annexures and are to state as follows:

(i) The unconsolidated financial information contained in these Annexures is based on the audited
unconsolidated financial statements of the Company for the years ended March 31, 2010, 2009, 2008, 2007
and 2006.

(ii) The unconsolidated financial statements for the year ended March 31, 2006 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 other auditors for the purpose of this report.

(iii) The Unconsolidated 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. In our opinion, the unconsolidated 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.

E. 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)

Mumbai A. B. Jani
Partner
Dated: June 11, 2010 Membership No.: 46488

220
ANNEXURE I

UNCONSOLIDATED 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 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 -

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.

221
ANNEXURE II

UNCONSOLIDATED 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 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
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.

222
ANNEXURE III

UNCONSOLIDATED 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 / (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)
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

223
 Particulars FOR THE YEARS ENDED MARCH 31,
2010 2009 2008 2007 2006
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.

224
ANNEXURE IV

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO UNCONSOLIDATED

SUMMARY STATEMENTS, AS RESTATED

A. SIGNIFICANT ACCOUNTING POLICIES:

a. Basis for 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.

b. 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
period. Differences between the actual results and estimates are recognized in the year in which the results
are known / materialized.

c. Revenue Recognition:

(i) Rental income, Common Area Maintenance charges, Project Management fees etc. are recognized
when no significant uncertainty as to collectability or realisability exists.

(ii) Interest income is recognized on time proportion basis.

(iii) Dividend income is recognized when right to receive the same is established.

d. 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 incurred relating to project prior to completion of construction are classified as
incidental expenses and disclosed under Capital Work-In-Progress (CWIP).

e. 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 and Office Equipment,
which are being depreciated based on the management‟s estimate of useful life of such assets as follows:

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.

f. Leases:

Assets given on lease are accounted in accordance with Accounting Standard 19 on “Leases”.

225
 Operating Lease:

Assets given on Operating Leases are included in Fixed Assets. Lease income is recognized in the Profit
and Loss Account.

g. 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.

h. Investments:

Long term Investments are carried at cost. Provision is made to recognize any diminution, other than
temporary, in the value of such Investments.

Current Investments are stated at lower of cost and fair value.

i. 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.

j. Impairment of Assets:

At the end of each year, the Company 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 on „„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.

k. Employee Benefits:

(a) Post Employment Benefits and Other Long Term Benefit:

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.

ii) Defined Benefit and Other Long term Benefit Plans :

The Company‟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 Trust set-up by the Company. 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 are 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 year of occurrence of such gains and losses. Past service cost is recognized as an

226
 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.

l. 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
5 below)

m. 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 UNCONSOLIDATED SUMMARY STATEMENTS, AS RESTATED

1. Adjustments/reclassifications done in the Unconsolidated Summary Statements:

The following adjustments/reclassifications have been made in the Unconsolidated Summary Statement of
Assets and Liabilities, Unconsolidated Summary Statement of Profit and Loss and Unconsolidated
Summary Statement of Cash Flows:

Adjustments:

Adjustments have been made in the Unconsolidated Summary Statement of Assets and Liabilities,
Unconsolidated Summary Statement of Profit and Loss and Unconsolidated Summary Statement of Cash
Flows on account of the following:

(Rs. in Million)
For the years ended March 31,
2006 2007 2008 2009
Net Profit (Loss) after tax as per Audited Financial Statements 8.39 14.81 17.32 3.89
(A)
Preliminary expenses and deferred revenue expenditure written (14.80) 14.80 - -
off
Prepayment Charges (9.63) 9.63 - -
Depreciation 3.09 12.35 12.59 14.32
Total of Adjustments (B) (21.34) 36.78 12.59 14.32
Net (Loss)/Profit after tax, as restated (A+ B) (12.95) 51.59 29.91 18.21

227
Notes:

Preliminary expenses and deferred revenue expenditure:

Preliminary expenses and deferred revenue expenditure written off in the Audited Financial Statements for
the year ended March 31, 2007 have been adjusted in the year ended March 31, 2006 to which the same
relate.

Prepayment charges:

Prepayment charges pertaining to loan repaid were originally accounted in the year ended March 31, 2006.
The same were, however, not written off in the Profit and Loss Account in the said year but were carried
forward in the Balance sheet as the Company expected a waiver for the same from the lender.
Subsequently, the Company could not get a waiver from the lender on the said charges, which were then
written off in the year ended March 31, 2007. However, for the purposes of the Unconsolidated Summary
Statement of Profit and Loss, the Prepayment charges are considered in the year ended March 31, 2006.

Depreciation:

The Company has, during the year ended March 31, 2010, revised the estimated useful life of some of its
fixed assets, resulting into the depreciation for the said year being lower by Rs. 42.35 million and the profit
for the said year being higher by the like amount. However, for the purposes of the Unconsolidated
Summary Statement of Profit and Loss, the effect of the aforesaid has been considered in the respective
years from the year in which the said assets were capitalised in the books of account.

Reclassifications:

Reclassifications have been made in the Unconsolidated Summary Statement of Assets and Liabilities and
Unconsolidated Summary Statement of Profit and Losses and Unconsolidated Summary Statement of Cash
Flows on account of the following:

a. Deposits received from Licensee have been reclassified from Current Liabilities and disclosed
separately in the Unconsolidated Summary Statement of Assets and Liabilities for all the years
presented.

b. Overdrawn bank balances aggregating to Rs. 66.56 Million, disclosed as part of Secured Loan in
the Audited Financial Statements as at March 31, 2006 have been reclassified as part of Current
Liabilities.

c. Refundable Security deposits aggregating to Rs. 150.00 Million as at March 31, 2005 and Rs.
300.00 Million as at March 31, 2006, which were disclosed as part of Fixed Assets in the Audited
Financial Statements for the respective years have been reclassified as part of Loans and Advances
in the Unconsolidated Summary Statement of Assets and Liabilities in the respective years.

d. Share Application Money aggregating to Rs. 61.27 Million, which were disclosed as part of
Investments in the Audited Financial Statements as at March 31, 2006, have been reclassified as
part of Loans and Advances in the Unconsolidated Summary Statement of Assets and Liabilities
in the respective years.

The effects of the following have not been given in the Unconsolidated Summary Statement of Assets
and Liabilities, Unconsolidated Summary Statement of Profit and Loss and Unconsolidated
Summary Statement of Cash Flows on the grounds that the figures involved are not material:

228
 a. Excess provision of income-tax of Rs. 0.12 million relating to the year ended March 31, 2007
computed on the completion of the Assessment by the Income-tax authorities has not been
adjusted in the respective years.

b. Sundry Balances written back aggregating to Rs. 3.09 million, Rs. 0.53 million, Rs. 0.29 million
and Rs. 0.05 million in the Audited Financial Statements for the year ended March 31, 2010,
March 31, 2009, March 31, 2008 and March 31, 2007 respectively have not been adjusted in the
respective years to which they pertain.

c. Preliminary Expenses aggregating to Rs. 0.82 million written off in the Audited Financial
Statements for the year ended March 31, 2006 and relating to earlier years have not been adjusted
in the respective years.

d. Tax impact of adjustments has not been considered as the Company was covered by the provisions
relating to Minimum Alternate Tax under the Income-tax Act, 1961 and the tax impact is also not
material.

e. The Company has adopted the Revised Accounting Standard (AS) 15 on „Employee Benefits‟
with effect from the year ended March 31, 2007. The effect of the Revised AS 15 has not been
given in the years prior to the said year-end on the grounds of the same not being material.

f. Sundry Balances written off aggregating to Rs. 1.29 million, Rs. 0.26 million, Rs. 0.82 million and
Rs. 0.03 million in the Audited Financial Statements for the year ended March 31, 2010, March
31, 2009, March 31, 2008 and March 31, 2007 respectively have not been adjusted in the
respective years to which they pertain.

2. Contingent Liabilities:

The following are the details of the Contingent Liabilities :

(Rs. in Million)
Particulars As at March 31,
2010 2009 2008 2007 2006
a) Bank Guarantees Outstanding 55.68 55.68 6.13 6.13 6.60
b) Corporate Guarantees given to Banks / Financial 7248.88 4179.88 2915.20 - -
Institutions
c) Demands of Income Tax Authorities disputed in 13.77 13.77 13.77 1.91 -
appeal
Amounts deposited by the Company against above 14.88 14.88 5.11 1.00 -
demand
d) Demands of Sales Tax Authorities disputed in 2.90 2.90 - - -
appeal
e) Uncalled liabilities in respect of Investment in 22.68 22.68 30.81 644.61 -
partly paid-up Equity shares
f) Claim by Madhya Pradesh Housing Board in 115.00 115.00 115.00 115.00 10.67
respect of forfeiture of shares
g) Export obligation undertaken under "Export 83.24 83.24 83.24 77.46 50.22
Promotion of Capital Goods Scheme"
h) Service Tax not collected and paid on rental 54.04 33.40 14.59 - -
income

3. The Company has not received any intimation from the suppliers regarding their status under Micro, Small
and Medium Enterprises Development Act, 2006 and hence the disclosures required under the Act have
been given accordingly.

4. The Principal business of the Company is Mall Operations and all other activities of the Company revolve

229
 around its main business. Hence there is only one reportable segment as defined by Accounting Standard
17 on “Segment Reporting”.

5. The tax effect of significant timing differences during the year that have resulted in Deferred Tax Assets
and Liabilities are given below.
(Rs. in Million)
PARTICULARS As at March 31,
2010 2009 2008 2007 2006
Deferred Tax Liabilities:
Depreciation 15.50 9.38 8.38 6.03 3.96
Other timing differences: - 0.27 - -
Total Deferred Tax Liabilities 15.50 9.38 8.65 6.03 3.96

Deferred Tax Assets:

Carried forward business loss as per Income-tax Act 3.33 - - - -
Carried forward unabsorbed depreciation as per Income-tax Act 48.12 40.35 22.61 11.49 4.83
Other timing differences: 0.54 1.24 2.14 0.93 0.09
Total Deferred Tax Assets 51.99 41.59 24.75 12.42 4.92
Net Deferred Tax Assets 36.49 32.21 16.10 6.39 0.96

The net Deferred Tax Assets as at March 31, 2010 have not been accounted in view of the requirements of
certainty/virtual certainty as stated in the Accounting Standard 22 on “Accounting for Taxes on Income”.

6. The Company is entitled to tax credit in respect of Minimum Alternate Tax (MAT credit) under the
provisions of the Income-tax Act, 1961. However, considering the degree of probability of availment of
the MAT Credit in future years, which is based on convincing evidence that the Company will pay normal
tax in future as envisaged by the Guidance Note on Accounting for Credit available in respect of Minimum
Alternate Tax (MAT) under the Income-tax Act, 1961, the MAT credit has not been accounted by the
Company. The accounting for the same will be reviewed at each Balance Sheet date.

(Rs. in Million)
Year Mat Credit (Cumulative amounts)
March 31, 2010 8.14
March 31, 2009 4.77
March 31, 2008 4.34
March 31, 2007 2.18
March 31, 2006 -

7. Leases

As a Lessor:

The Company has designated area in a Shopping Mall on operating lease on leave and license basis. Details
of Assets, included in Fixed Assets, given on operating lease are given below:

(Rs. in Million)
Year ended Income recognized in the Profit and Loss Account
March 31, 2010 177.65
March 31, 2009 161.01
March 31, 2008 149.18
March 31, 2007 141.55
March 31, 2006 22.55

230
 (Rs. in Million)
Particulars As at March As at March As at March As at March As at March
31, 2010 31, 2009 31, 2008 31, 2007 31, 2006
Building:
Gross Block 588.44 588.44 588.44 415.99 415.99
Depreciation for 9.59 9.59 7.48 6.78 1.70
the year
Accumulated 35.14 25.55 15.96 8.48 1.70
Depreciation

Details of future minimum lease rentals receivable are given below:

(Rs. in Million)
Particulars As at March As at March As at March As at As at
31, 2010 31, 2009 31, 2008 March 31, March 31,
2007 2006
Not later than one year 143.77 136.04 131.01 140.73 -
Later than one year and 523.85 445.91 306.13 339.41 -
not later than five years
Later than five years 1181.53 777.27 680.58 243.58 -
Total 1,849.15 1,359.22 1,117.72 723.72 -

8. The following are the disclosures in relation to Joint Venture of the Company:

a. Jointly Controlled Entity :

Name of the Entity Country of Incorporation % Holding

Naman Mall Management Company Private Limited India 50 %

b. Interests in the Assets, Liabilities, Income and Expenses with respect to Jointly Controlled
Entity.
(Rs. in Million)
PARTICULARS As at March As at March As at March As at March
31, 2010 31, 2009 31, 2008 31, 2007
ASSETS
1 Fixed Assets 337.51 397.83 258.98 129.12
2 Investment - - - 1.52
3 Current Assets, Loans
and Advances
a Cash and Bank 16.04 10.27 8.52 1.19
Balances
b Loans and Advances 32.10 3.99 10.53 8.11
c Inventories 60.95 - - -
d Sundry Debtors 0.82 - - -

LIABILITIES
1 Loan Funds
a Secured Loans 126.54 236.24 142.50 12.55
b Unsecured Loans - 17.05 4.75 -
2 Current Liabilities and
Provisions
a Liabilities 10.62 25.95 5.09 1.94
b Provisions 0.79 0.10 0.09 0.06

231
 PARTICULARS As at March As at March As at March As at March
31, 2010 31, 2009 31, 2008 31, 2007

PROFIT & LOSS

ACCOUNT
1. Income
a. Income from 75.02 - - -
Operations
b. Other Income 1.08 - - -

2. Expenditure
a. Operating and 32.00 - - -
other Expenses
b. Interest 29.00 - - -
c. Depreciation 6.50 - - -
d. Provision for 3.69 - - -
Taxation

OTHER MATTERS
Capital Commitments - 17.01 103.02 12.15
Contingent Liability 8.92 8.92 - -

9. Fixed assets include vehicles which are in the process of being transferred in the name of the company.
(Rs. in Million)
As at March 31, Cost WDV
2010 - -
2009 1.05 0.77
2008 2.12 1.75
2007 2.12 1.96

10. Deposits from licensees, refundable on termination / alteration of leave and license agreements are
considered as long-term fund.

11. The following expenses disclosed in Annexure XVI, XVII and XVIII are net of amounts claimed from
various group companies as reimbursement of expenses incurred on their behalf, as detailed below:

(Rs. in Million)
Particulars As at March 31, 2010 As at March 31, 2009
Advertisement and Sales Promotion 3.70 -
Legal and Professional Fees 1.83 1.64
Travelling and Conveyance Expenses 1.69 2.54
Salary, Wages and Bonus 5.18 33.39
Miscellaneous Expenses - 2.92
Interest on Term Loan - 0.87
Insurance - 0.66

12. Employee Benefits:

The disclosure required by Accounting Standard 15 on “Employee Benefits” (AS 15), given below, has
been adopted by the Company with effect from April 1, 2006.

232
i) Contributions are made to Provident Fund and ESIC, which cover all the regular employees.
Amount recognized as expense in respect of these defined contribution plans as follows:

(Rs. in Million)
Particulars As at March As at March As at March As at March
31, 2010 31, 2009 31, 2008 31, 2007
Contribution made to 0.55 1.72 3.65 0.91
Provident Fund and
ESIC

ii) Defined Benefit Plan

The disclosure as required under AS 15 as per actuarial valuation at the year-end regarding the
Employees Retirements Benefits Plan for gratuity is as follows:

(Rs. in Million)
Particulars As at March As at March As at March As at March
31, 2010 31, 2009 31, 2008 31, 2007
Projected benefit 0.29 0.82 0.30 0.10
obligation, at the
beginning of the year
Service cost 0.07 0.16 0.47 0.14
Interest cost 0.02 0.06 0.03 0.01
Actuarial loss 1.38 0.75 0.01 0.05
Benefits paid 1.60 1.29 - -

Projected benefit 0.16 0.29 0.82 0.30

obligation, at the end of
the year

Defined Benefit obligation

liability as at the Balance
Sheet date is wholly
funded by the Company
Change in Plan Assets
Fair Value of Assets at the 1.95 0.61 0.21 -
beginning of the year
Expected Return on Assets 0.16 0.05 0.02 0.01
Actuarial Gain (Loss) 0.21 - 0.03 -
Benefits Paid 1.60 - - -
Contributions - 1.29 0.34 0.21
Fair Value of Plan Assets 0.71 1.95 0.61 0.21
at the end of the year
Gratuity Cost for the
year
Service Cost 0.07 0.16 0.47 0.14
Interest Cost 0.02 0.06 0.03 0.01
Expected Return on Assets 0.16 0.05 (0.02) (0.01)
Amortisation of Actuarial 1.17 (0.75) (0.02) 0.05
Loss /(Gain)
Net Periodic Gratuity 1.10 (0.58) 0.47 0.20
Cost
Net Asset/ (Liability) at
the end of the year.

233
 Particulars As at March As at March As at March As at March
31, 2010 31, 2009 31, 2008 31, 2007
Present Value of 0.16 0.29 0.82 0.30
Obligation at end of the
Year
Fair Value of Plan Asset at 0.71 1.95 0.61 0.21
end of the Year
Funded Status 0.55 1.65 (0.21) (0.09)
Unrecognized actuarial - - - -
gain/loss at end of the year
Net Asset/ (Liability) 0.55 1.65 (0.21) (0.09)
Recognized in Balance
Sheet

Assumptions:

For year ended For year ended For year ended For year ended
March 31, 2010 March 31, 2009 March 31, 2008 March 31, 2007
Discount rate 8.50% 7.50% 8.50% 8.25%
Inflation Rate 5.00% 5.00% 6.00% 4.00%
Rate of Return 8.00% 8.00% 8.00% 7.50%
on Plan Assets

13. Earnings per share (EPS) computed in accordance with Accounting Standard 20 (AS 20) on “Earnings Per
Share”:
(Rs. in Million)
Particulars Year ended Year ended Year ended Year ended Year ended
March 31, March 31, March 31, March 31, March 31,
2010 2009 2008 2007 2006
Profit After Taxation and 14.74 18.21 29.91
exceptional item, as 51.59 (12.95)
restated
Equity Shares outstanding 15,739,296 15,739,296 15,739,296 15,000,000 11,243,100
as at the year end (in Nos.)
Weighted average 62,957,184 62,957,184 61,958,606 58,970,876 57,393,688
number of Equity Shares
used as denominator for
calculating Basic
Earnings Per Share
(Including Bonus Shares
see Note ii below)
Add: Dilutive number of
Shares
Conversion of debentures 27,877,016 27,877,016 21,359,648 6,777,044 -
Share application money - - - 580,013 1,190,937
Number of Equity Shares 90,834,200 90,834,200 83,318,254 66,327,933 58,584,625
used as denominator for
calculating Diluted
Earnings Per Share
Nominal Value per Equity 10.00 10.00 10.00 10.00 10.00
Share (in Rs.)
Earnings Per Share (Basic) 0.23 0.29 0.48 0.87 (0.23)
(in Rs.)
Earnings Per Share 0.16 0.20 0.36 0.78 (0.23)
(Diluted) (in Rs.)

234
 Notes:
i) The Company plans to repay share application money entirely and hence it has not been
considered while computing dilutive EPS for the year ended March 31, 2010, March 31,2009 and
March 31, 2008.
ii) The Company has issued 47,217,888 bonus Equity Shares on June 11, 2010, which have been
considered in the calculation of weighted average number used in the denominator.

14. In the month of April 2009, the Income-tax Department had conducted a search on the Company and had
seized some of the documents and accounting records (electronic databases) from the Company. For the
purpose of audit, the Company has restored the accounting records from the back-up databases available
with the Company, which continues to be used thereafter as master records. The documents relevant for the
purpose of preparation of financial statements and audit thereof are available with the Company.

15. During the year ended March 31, 2010, the company has provided for professional charges aggregating to
Rs 15.89 Million on account of services received for the proposed initial public offering (IPO) of the
company. The same is being carried forward under Loans and Advances to be adjusted against securities
premium on completion of the said IPO.

16. On April 5, 2007 the name of the Company had been changed to EWDPL India Private Limited from
Entertainment World Developers Private Limited. The name had been rechanged to Entertainment World
Developers Private Limited during the year ended March 31, 2009.

On February 5, 2010, the Company has been converted from a private limited company to public limited company.
Consequently, its name has been changed from Entertainment World Developers Private Limited (EWDPL) to
Entertainment World Developers Limited (EWDL).

235
ANNEXURE V

UNCONSOLIDATED SUMMARY STATEMENT OF SHARE CAPITAL, AS RESTATED

Rs. In Millions
Particulars AS AT March 31,
2010 2009 2008 2007 2006

AUTHORISED:

Authorised Capital
Nos. of Equity Shares 100,000,000 17,000,000 17,000,000 15,000,000 1,500,000
Face Value (In Rs.) 10 10 10 10 100
Total Value 1,000.00 170.00 170.00 150.00 150.00

ISSUED, SUBSCRIBED AND PAID-UP:

Nos. of Equity Shares 15,739,296 15,739,296 15,739,296 13,932,700 1,017,580

Face Value (In Rs.) 10 10 10 10 100
Total Value 157.39 157.39 157.39 139.32 101.76

Nos. of Equity Shares - - - 1,067,300 106,730

Face Value (In Rs.) - - - 10.00 100.00
Paid up Value (In Rs.) - - - 1.00 10.00
Total Value - - - 1.07 1.07

Add: 1,067,300 Equity Shares of Rs.10/- each; 1.07 1.07 1.07 - -

Re.1/- paid-up forfeited
(Refer note B 2 (f) of Annexure IV)
Total 158.46 158.46 158.46 140.39 102.83

Notes:
a) Of the above 1,067,300 Equity Shares of Rs.10/- each, Re.1/- paid-up, are issued for consideration other
than cash.
b) 1,067,300 equity shares of Rs 10/- each were forfeited during the year ended March 31, 2008.
c) During the year ended March 31, 2007, 1,017,580 Equity Shares of Rs. 100/- each were split into
10,175,800 Equity Shares of Rs 10/- each.

236
ANNEXURE VI

UNCONSOLIDATED SUMMARY STATEMENT OF RESERVES AND SURPLUS, AS RESTATED

Rs. In Million
Particulars AS AT March 31,
2010 2009 2008 2007 2006
Securities Premium Account: 624.82 624.82 624.82 473.97 111.88

Surplus in Profit and Loss Account 101.50 86.76 68.55 38.64 -

Total 726.32 711.58 693.36 512.61 111.88

237
ANNEXURE VII

UNCONSOLIDATED SUMMARY STATEMENT OF SECURED LOANS, AS RESTATED

Rs. In Million
Particulars AS AT March 31,
2010 2009 2008 2007 2006

Loans and Advances from Banks

Term loans from Banks and Financial Institutions (Refer
Note below)
UCO Bank 758.16 798.26 981.58 945.21 704.49
State Bank of Indore - - - 100.00 -
Total 758.16 798.26 981.58 1,045.21 704.49

Vehicle Loans from Banks*

HDFC Bank 1.75 4.52 4.96 0.16 0.44
ICICI Bank 0.53 1.44 3.43 6.44 0.98
Centurion Bank - - - 0.03 0.31
Kotak Mahindra Bank 0.12 0.49 0.96 1.29 -

760.56 804.71 990.93 1,053.13 706.22

*Secured by hypothecation of Vehicles acquired out of the Loans
Notes: The following table shows the major Terms and Conditions of the secured Term loans obtained.

Lender Sanctioned Rate of Repayment Prepayment Security offered Lender

Amount (in Interest (in Date terms
Million) %)
Term
Loans
UCO 825.00 PLR + 1% Equal Monthly None Equitable mortgage of Land
Bank (As at Instalments belonging to Group
March 31, from June 2006 Companies, Personal
2010) to December guarantee of Managing
(Reset after 2014 Director, Assignment of
every three future lease rent receivable
years) from licensees and First
charge by way of equitable
mortgage of the Building on
the aforesaid land.
UCO 175.00 PLR + 1% Equal Monthly Equitable mortgage of Land
Bank (As at Instalments Prepayment belonging to Group
March 31, from of loan will Companies, Personal
2010) November attract guarantee of Managing
(Reset after 2006 to penalty 2% of Director, Assignment of
every three December prepaid future lease rent receivable
years) 2014 amount from licensees and First
charge by way of equitable
mortgage of the Building on
the aforesaid land.
State 100.00 10.5 payable from No Nil
Bank of May 13, 2007 prepayment is
Indore to September allowed
13, 2007

238
ANNEXURE VII

UNCONSOLIDATED SUMMARY STATEMENT OF UNSECURED LOANS, AS RESTATED

Rs. In Million
PARTICULARS Interest Repayment terms AS AT MARCH 31,
rate 2010 2009 2008 2007 2006

Loans from Subsidiaries:

Treasure World Developers 0% Repayable by - 423.46 - - -
Private Limited March-2012
Treasure World Constructions 0% Repayable by 391.49 - - - -
Private Limited March-2012

Loan from Group Company:

Kalani Industries Private 12% - 0.73 - - -
Limited

Loan from Shareholder:

The Phoenix Mills Limited 19.57% 250.00 - - - -

Loans from Others:

Fab Syntex Private Limited 10% Payable on - 0.17 - - -
demand
Triple A Real Estates Private 10% Payable on - 0.07 - - -
Limited demand

Debentures 0% 750.00 750.00 750.00 550.00 -

(Refer Note below)
Inter Corporate Deposits 10% - - - - 4.77
Total 1,391.49 1,174.43 750.00 550.00 4.77

Note:
The Company has issued unsecured optionally fully convertible debentures of the face value of Rs. 750.00 Millions.
The Convertible Debentures have tenure of up to five years which is extendable at the option of the Debenture
holders.

239
ANNEXURE IX

UNCONSOLIDATED STATEMENT OF FIXED ASSETS, AS RESTATED

Rs. In Million
Sr. No PARTICULARS As at March 31, 2010 As at March 31, 2009 As at March 31, 2008 As at March 31, 2007 As at March 31, 2006
Gross Depreciation Net Gross Depreciation Net Gross Depreciation Net Gross Depreciation Net Gross Depreciation Net

A Leasehold Land - - - - - - - - - - - - - - -

Owned Assets :
B Building 626.93 36.75 590.18 626.93 26.53 600.40 626.93 16.31 610.62 428.73 8.55 420.18 415.99 1.70 414.29

C Plant and Machinery 295.28 66.74 228.54 293.83 52.78 241.05 290.72 35.19 255.53 238.67 18.36 220.31 238.67 3.75 234.92

D Office Equipments 15.48 7.28 8.20 14.80 5.01 9.79 12.51 2.91 9.60 7.73 1.28 6.45 1.78 0.27 1.51

E Furniture and Fixtures 33.29 5.53 27.76 30.27 3.28 26.99 19.32 1.38 17.94 8.29 0.32 7.97 0.25 0.01 0.24

F Vehicles 15.87 4.97 10.90 19.05 4.07 14.98 18.56 2.65 15.91 13.96 1.46 12.50 3.73 0.57 3.16

Intangible Assets :
G Software 3.55 0.57 2.98 3.54 0.22 3.32 - - - - - - - - -

Total 990.40 121.84 868.56 988.42 91.89 896.53 968.04 58.44 909.60 697.38 29.97 667.41 660.42 6.30 654.12

Capital Work in Progress - - 2.36 197.89 53.71

Total 868.56 896.53 911.96 865.30 707.83

240
ANNEXURE X

UNCONSOLIDATED SUMMARY STATEMENT OF DEBTORS, AS RESTATED

Rs. In Million
Particulars AS AT March 31,
2010 2009 2008 2007 2006

Sundry Debtors

Debts outstanding for period exceeding six months:

Secured, Considered good 1.64 1.13 0.59 - -
Unsecured, Considered good 0.24 1.23 - 0.26 -
Unsecured, Considered Doubtful 0.52 0.11 - - -
A 2.40 2.47 0.59 0.26 -
Other Debts:
Secured, Considered good 20.52 20.72 12.48 - -
Unsecured, Considered good 26.11 1.95 111.48 108.46 14.00
Unsecured, Considered Doubtful 0.52 0.41 - - -
B 47.15 23.08 123.96 108.46 14.00
A+B 49.55 25.55 124.55 108.72 14.00
Less: Provision 1.04 0.52 - - -

Total 48.51 25.03 124.55 108.72 14.00

Note:
Refer point 29 Annexure XIX for debts due from Related Parties.

241
ANNEXURE XI

UNCONSOLIDATED SUMMARY STATEMENT OF LOANS AND ADVANCES, AS RESTATED

Rs. In Million
Particulars AS AT March 31,
2010 2009 2008 2007 2006
Loans and advances
(Unsecured, considered good)

Advances recoverable in cash or in kind or for value to be 36.63 38.94 158.73 71.06 97.70
received
Security Deposits 310.63 311.97 312.13 308.44 307.29
Loans and Advances to Subsidiary Companies 526.63 616.97 902.02 471.73 -
Loans to Other Companies 5.35 34.75 9.60 - -
Share Application money (Pending Allotment) 22.75 3.95 2.85 74.78 61.27
Advance Tax (Net of Provisions) 35.24 58.46 59.64 27.07 1.78
Accrued Interest on Fixed Deposit Receipts 2.09 0.86 3.21 2.22 0.14

TOTAL 939.32 1,065.90 1,448.18 955.30 468.18

Note:
Refer point 12 Annexure XIX for loans given to Subsidiaries and other Related Parties.

242
ANNEXURE XII

UNCONSOLIDATED SUMMARY STATEMENT OF CASH AND BANK BALANCES, AS RESTATED

Rs. In Million
Particulars AS AT March 31,
2010 2009 2008 2007 2006
Cash in hand 0.23 0.34 0.45 0.18 1.05
- - - - -
Balance with Scheduled Banks - - - - -
In Current Accounts 10.8 33.72 37.39 2.54 1.62
9
In Fixed Deposit Accounts* 34.9 41.37 25.36 79.10 22.19
1

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.

243
ANNEXURE XIII

UNCONSOLIDATED SUMMARY STATEMENT OF INVESTMENTS, AS RESTATED

Rs. In Million
Particulars AS AT March 31,
2010 2009 2008 2007 2006

Long Term:
(Unquoted-At cost)
Non-Trade
In Equity Shares of Subsidiary Companies :
49,990 Equity Shares of Ujjain Treasure Bazaar Private Limited 0.50 0.50 0.50 0.50 -
(Formerly known as Horizon Complex Private Limited) of
Rs.10/- each fully paid-up
10,000 Equity Shares of Bhubaneshwar Entertainment World - 0.10 0.10 - -
Developers Private Limited of Rs.10/- each fully paid-up
10,000 Equity Shares of Entertainment World Developers - - 0.10 - -
Amritsar Private Limited of Rs.10/- each fully paid-up
10,000 Equity Shares of Gwalior Entertainment World - 0.10 0.10 - -
Developers Private Limited of Rs.10/- each fully paid-up
750,000 Equity Shares of Jabalpur Treasure Island Private - - - 75.34 -
Limited of Rs.10/- each partly paid up
100,000 Equity Shares of Raipur Treasure Island Private Limited - - - 1.00 -
of Rs.10/- each fully paid up
10,000 Equity Shares of Amaravati Treasure Bazaar Private 0.10 0.10 - - -
Limited of Rs.10/- each fully paid-up
7,140,000 Equity Share of Marvell Mall Development Company 71.40 71.40 71.40 71.40 -
Private Limited of Rs.10/- each partly paid-up
660,000 Equity Share of Indore Treasure Market City Private - - - 73.80 -
Limited of Rs.10/- each partly paid-up
600,000 Equity Share of Indore Treasure Town Private Limited - - - 163.10 -
of Rs.10/- each partly paid-up
89,980 Equity Share of Cassandra Realty Private Limited of - - - 0.90 -
Rs.10/- each fully paid-up
10,000 Equity Shares of Chandigarh Entertainment World - - 0.10 0.10 -
Private Limited of Rs.10/- each fully paid-up
758,000 Equity Shares (2008: 7,50,000; 2007: 10,000) of 39.42 39.42 11.30 0.10 -
Nanded Treasure Bazaar Private Limited of Rs.10/- each fully
paid-up
10,000 Equity Shares of Trivandrum Treasure Market City - 0.10 0.10 - -
Private Limited of Rs.10/- each fully paid-up
10,000 Equity Shares of Treasure World Constructions Private - - 0.10 - -
Limited of Rs.10/- each fully paid-up
10,000 Equity Shares of Treasure MEP Services Private Limited - - 0.10 - -
of Rs.10/- each fully paid-up
10,000 Equity Shares of Treasure Food & Beverages Private - - 0.10 - -
Limited of Rs.10/- each fully paid-up
10,000 Equity Shares of Nagpur Treasure Market City Private - 0.10 0.10 - -
Limited of Rs.10/- each fully paid-up
10,000 Equity Shares of Treasure Showcase Private Limited 0.10 0.10 0.10 - -
(formerly known as EWDPL Holdings Private Limited) of
Rs.10/- each fully paid-up
10,000 Equity Shares of EWDPL North Realty Private Limited - 0.10 0.10 - -
of Rs.10/- each fully paid-up

244
 Particulars AS AT March 31,
2010 2009 2008 2007 2006
10,000 Equity Shares of EWDPL Residential Holdings Private 0.10 0.10 0.10 - -
Limited of Rs.10/- each fully paid-up
10,000 Equity Shares of EWDPL South Realty Private Limited - 0.10 0.10 - -
of Rs.10/- each fully paid-up
10,000 Equity Shares of EWDPL West Realty Private Limited of - 0.10 0.10 - -
Rs.10/- each fully paid-up
5,100 Equity Shares of Intesys Technologies Private Limited of - - 0.05 - -
Rs.10/- each fully paid-up
999,990 Equity Shares (2007: 10,000) of Treasure World 850.01 850.01 850.01 0.10 -
Developers Private Limited of Rs.10/- each fully paid-up
10,000 Equity Shares of Dazzling Properties Private Limited of - - 0.10 - -
Rs.10/- each fully paid-up
10,000 Equity Shares of Ludhiana Entertainment World Private - - - 0.10 -
Limited of Rs.10/- each fully paid-up
100,000 Equity Shares of Udaipur Treasure Market City Private - - 1.00 1.00 -
Limited of Rs.10/- each fully paid-up
10,000 Equity Shares of Chandigarh Treasure Island Private - - - 0.10 -
Limited of Rs.10/- each fully paid-up
10,000 Equity Shares of Jodhpur Entertainment World - - 0.10 - -
Developers Private Limited of Rs.10/- each fully paid-up
10,000 Equity Shares of EWDPL Bhilai Hospitality Private - 0.10 - - -
Limited of Rs.10/- each fully paid-up
10,000 Equity Shares of EWDPL Chandigarh Hospitality Private - 0.10 - - -
Limited of Rs.10/- each fully paid-up
10,000 Equity Shares of EWDPL Five Star Hospitality Private 0.10 0.10 - - -
Limited of Rs.10/- each fully paid-up
10,000 Equity Shares of EWDPL Jabalpur Hospitality Private - 0.10 - - -
Limited of Rs.10/- each fully paid-up
10,000 Equity Shares of Skyline Treasure Structural Engineers - 0.10 - - -
Private Limited of Rs.10/- each fully paid-up
10,000 Equity Shares of Aloha Hospitals Private Limited of - 0.10 - - -
Rs.10/- each fully paid-up
40,000 Equity Shares of Market City Management Private - 0.40 - - -
Limited of Rs.10/- each fully paid-up
10,000 Equity Shares of Sangli Entertainment World Developers - 0.10 - - -
Private Limited of Rs.10/- each fully paid-up
In Debentures of Subsidiary Companies :
21,350,000 0% Optionally Fully Convertible Debentures 213.50 - - - -
(previous year Nil) of Nanded Treasure Bazaar Private Limited
of Rs. 10/- each fully paid-up
In Equity Shares of Other than Subsidiary Companies :
390,000 Equity Shares of Naman Mall Management Company 125.50 125.50 125.50 125.50 -
Private Limited of Rs.10/- each fully paid-up
333,333 Equity Shares of Ramayana Realtors Private Limited of - - 41.67 41.67 -
Rs.10/- each fully paid-up
40,000 Equity Shares of Market City Management Private 0.40 - - - -
Limited
Current Investments: Non-Trade
(Unquoted, at lower of cost and fair value)
9988.65 units of Rs. 1,001.14/- each of Reliance Liquid Fund. - - 10.00 - -
6165.23 units of Rs.10.02/- each of HDFC Cash Management - - 0.06 - -

245
 Particulars AS AT March 31,
2010 2009 2008 2007 2006
Total 1,301.13 1,088.93 1,113.09 554.71 -

Note:
Aggregate book values:
Quoted Investments - - - - -
Unquoted Investments 1,301.13 1,088.93 1,113.09 554.71 -
Total 1,301.13 1,088.93 1,113.09 554.71 -

246
ANNEXURE XIV

UNCONSOLIDATED SUMMARY STATEMENT OF CURRENT LIABILITIES AND PROVISIONS, AS

RESTATED

Rs. In Million
Particulars AS AT March 31,
2009 2009 2008 2007 2006

Current liabilities
Sundry Creditors
Total outstanding dues of Micro Enterprises and Small - - - - -
Enterprises
Total outstanding dues of creditors other than Micro 35.34 70.34 55.29 54.54 39.40
Enterprises and Small Enterprises
Security Deposits 6.87 8.35 5.52 - -
Over drawn Bank Balances as per books - - 0.01 80.99 66.56
Interest Accrued but not due on Loans - - 0.31 - -
Total 42.21 78.69 61.13 135.53 105.96

Provisions
For Leave Encashment 0.21 1.04 1.46 2.89 0.70
For Gratuity - - 0.82 - -
For Fringe benefits tax 0.07 0.27 0.42 0.07 -
For Wealth tax 0.07 0.06 0.08 0.03 -
Total 0.35 1.37 2.78 2.99 0.70
Grand Total 42.56 80.06 63.91 138.52 106.66
Note: The Company has not received any intimation from the suppliers regarding their status under Micro, Small
and Medium Enterprises Development Act, 2006 and hence the disclosures required under the Act have been given
accordingly.

247
ANNEXURE XV

UNCONSOLIDATED SUMMARY STATEMENT OF INCOME FROM OPERATION AND OTHER

INCOME, AS RESTATED

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

Income From Operation

Rental Income 177.65 161.01 149.18 141.55 22.55
Common Area Maintenance Charges 38.69 39.99 39.56 35.56 3.50
Recovery of Expenses from tenants 50.09 47.26 50.27 41.25 -
Project Management Fees 0.25 0.09 113.27 90.81 -
Total 266.68 248.35 352.28 309.17 26.05
Other Income
Interest on
Deposits with Bank Recurring 3.82 2.75 2.50 2.77 -
Interest on Income Tax Refund Non-Recurring 2.80 - - - -
Others Non-Recurring 0.60 14.44 3.52 7.63 0.10
Loan to Subsidiary and Associate Companies Non-Recurring 0.01 47.35 - - -
Dividend Received on Current Investments Non-Recurring - 0.06 0.49 3.80 -
Foreign Exchange Gain (Net) Non-Recurring - - 4.10 - -
Profit on Sale of Current Investments ( Net ) Non-Recurring - - 0.06 0.07 -
Sundry Balances Written Back Non-Recurring 3.09 0.53 0.29 0.05 -
Miscellaneous Income Non-Recurring 2.43 1.91 2.79 4.71 -
Total 12.75 67.04 13.75 19.03 0.10
Grand Total 279.43 315.39 366.03 328.20 26.15

248
ANNEXURE XVI

UNCONSOLIDATED SUMMARY STATEMENT OF EMPLOYEE REMUNERATION AND BENEFITS,

AS RESTATED

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

Salaries, Wages and Bonus 21.67 25.63 91.31 42.52 2.10

(Refer note B 11 of Annexure IV)
Contribution to Provident and Other Fund 0.55 1.72 3.65 0.91 -
Staff Welfare Expenses 0.30 0.68 1.94 0.82 -
Total 22.52 28.03 96.90 44.25 2.10

249
ANNEXURE XVII

UNCONSOLIDATED SUMMARY STATEMENT OF OPERATING AND OTHER EXPENSES, AS

RESTATED

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

Insurance 1.03 1.11 1.98 1.76 -

(Refer note B 11 of Annexure IV)
Travelling and Conveyance Expenses 0.40 0.13 0.23 8.35 0.02
(Refer note B 11 of Annexure IV)
Advertisement and Sales Promotion 2.41 0.31 1.91 10.78 0.03
(Refer note B 11 of Annexure IV)
Brokerage and Commission 0.05 0.17 0.17 1.57 -
Water Expenses 2.78 4.39 1.93 2.02 -
Rent 0.62 0.71 0.12 0.12 -
Repairs and Maintenance - - - - -
-Building 2.37 3.54 2.63 0.36 -
-Plant and Machinery 3.39 1.67 1.92 0.56 -
-Others 2.37 1.89 2.07 0.92 0.03
Power and Fuel 68.37 70.49 77.30 70.02 2.26
Rates and Taxes 6.08 6.78 3.52 3.52 2.58
Legal and Professional Fees 3.45 2.14 4.62 13.87 0.02
(Refer note B 11 of Annexure IV)
Loss on Sale of Fixed Assets 0.78 0.45 0.40 0.07 -
Pre-Payments Charges - - - 9.63
Advances Written off - - - 0.03 -
Preliminary Expenses Written off - - - 0.87
Deferred revenue Expenditure Written off - - - 13.93 -
Balances Written off 1.29 0.26 0.82 - -
Provision for Doubtful Debt 0.52 0.52 - - -
Miscellaneous Expenses 1.99 2.67 11.54 11.69 0.97
(Refer note B 11 of Annexure IV)
Foreign Exchange Loss - 22.79 - - -

Total 97.90 120.02 111.16 150.07 5.91

250
ANNEXURE XVIII

UNCONSOLIDATED SUMMARY STATEMENT OF INTEREST, AS RESTATED

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

Interest on:
Term Loans 108.08 110.43 90.01 78.98 -
(Refer note B 11 of Annexure IV)
Others 2.42 3.87 12.01 1.45 -
110.50 114.30 102.02 80.43 -
Less: Capitalised during the year - - 6.71 - -
Total 110.50 114.30 95.31 80.43 -

251
ANNEXURE XIX

UNCONSOLIDATED SUMMARY STATEMENT OF RELATED PARTY DISCLOSURES, AS

RESTATED

Related party disclosures as required by Accounting Standard (AS) 18, "Related Party Disclosures", are
given below:

(i) List of Related Parties

a. Entities having substantial interest in the Company

The Phoenix Mills Limited

Kalani Brothers (Indore) Private Limited.
Padma Homes Private Limited

b. Subsidiary Companies:

Treasure World Developers Private Limited

Nanded Treasure Bazaar Private Limited
Ujjain Treasure Bazaar Private Limited
Udaipur Treasure Market City Private Limited
Gwalior Entertainment World Developers Private Limited
Dazzling Properties Private Limited
Treasure Food & Beverages Private Limited
Treasure MEP Services Private Limited
Marvell Mall Development Company Private Limited
Chandigarh Entertainment World Private Limited
Bhubaneshwar Entertainment World Developers Private Limited
Entertainment World Developers Amritsar Private Limited
Treasure Showcase Private Limited (formerly known as EWDPL Holdings Private
Limited)
EWDPL Residential Holdings Private Limited
Jodhpur Entertainment World Developers Private Limited
EWDPL West Realty Private Limited
Treasure World Constructions Private Limited
Nagpur Treasure Market City Private Limited
EWDPL South Realty Private Limited
EWDPL North Realty Private Limited
Trivandrum Treasure Market City Private Limited
Intesys Technologies Private Limited
Treasure Hospitality Private Limited
Indore Treasure Market City Private Limited
Raipur Treasure Island Private Limited
Chandigarh Treasure Island Private Limited
Jabalpur Treasure Island Private Limited
Indore Treasure Town Private Limited
Pune Entertainment World Developers Private Limited
Nasik Entertainment World Developers Private Limited
Entertainment World Developers Bijalpur Private Limited
Cassandra Realty Private Limited
EWDPL Five Star Hospitality Private Limited
Aloha Hospital Private Limited (formerly known as EWDPL Ujjain Hospitality Private
Limited)

252
 EWDPL Chandigarh Hospitality Private Limited
Skyline Treasure Structural Engineers Private Limited
EWDPL Jabalpur Hospitality Private Limited
EWDPL Bhilai Hospitality Private Limited
Sangli Entertainment World Developers Private Limited
Amaravati Treasure Bazaar Private Limited
Annapoorna Entertainment World Developers Private Limited
Wanderland Real Estate Private Limited
Landmark Treasure Town
The Baroda Commercial Corporation Limited
Banglore Entertainment World Developers Private Limited
Ludhiana Entertainment World Private Limited
Kolhapur Entertainment World Developers Private Limited
Arc Retail Private Limited (formerly known as Archisan Design Solutions Private
Limited)
Aashling Entertainment Private Limited

c. Joint Venture

Naman Mall Management Company Private Limited

d. Associate Enterprises

Ramayana Realtors Private Limited

Surya Treasure Island Private Limited
Market City Management Private Limited
Picasso Developers Private Limited

e. Key Management Personnel and their relatives

Mr. Manish Kalani - Managing Director

Mr. B. Rajesh Nair

f. Entities where Key Management person or relative of key management person is having
significant influence:

Padma Homes Private Limited

Flexituff International Limited
Kalani Industries Private Limited
Kalani Brothers (Indore) Private Limited

253
Transactions undertaken/balances outstanding with the related parties:

Rs. In Million
Sr. PARTICULARS For the Year For the Year For the Year For the For the
No. ended ended ended Year ended Year ended
March 31, March 31, March 31, March 31, March 31,
2010 2009 2008 2007 2006
1 Investment in Shares
(including Securities
Premium)
Nanded Treasure Bazaar - 28.13 - - -
Private Limited
Treasure World Developers - - 849.91 - -
Private Limited
Kalani Brothers (Indore) - - - - 86.61
Private Limited
Padma Homes Private - - - - 42.22
Limited
Jabalpur Treasure Island - - - 75.34 -
Private Limited
Indore Treasure Town - - - 163.00 -
Private Limited
Indore Treasure Market - - - 73.70 -
City Private Limited
Others - - 25.55 3.60 -
2 Share Application Money
Paid
Intesys Technologies - 1.10 - - -
Private Limited
Ujjain Treasure Bazaar - - 2.75 - -
Private Limited
Nanded Treasure Bazaar 20.00 - - - -
Private Limited
Others - - 0.10 - -
3 Share Application Money
Refunded
Dazzling Properties Private - - 32.50 - -
Limited
Ramayana Realtors Private - - 54.83 - -
Limited
Nanded Treasure Bazaar - - 22.50 - -
Private Limited
Kalani Industries Private - - - - 2.84
Limited
The Phoenix Mills Limited 97.50 - - - -
Others - - 118.83 - -

4 Share Application Money

Received back
Intesys Technologies 1.10 - - -
Private Limited
Nanded Treasure Bazaar - 20.00 - - -
Private Limited
Others 0.10 - - -
5 Security Premium

254
Sr. PARTICULARS For the Year For the Year For the Year For the For the
No. ended ended ended Year ended Year ended
March 31, March 31, March 31, March 31, March 31,
2010 2009 2008 2007 2006
Received
Ruia Real Estate - - 150.85 - -
Development Company
Private Limited
6 Issue of Shares
Ruia Real Estate - - 18.07 - -
Development Company
Private Limited
7 Sale of Shares
Gwalior Entertainment 1.20 - - - -
World Developers Private
Limited
Indore Treasure Town - - 0.20 - -
Private Limited
Treasure World Developers - 43.72 617.53 - -
Private Limited
Others 0.10
8 Purchase of Shares
Treasure World Developers - - 290.07 - -
Private Limited
Market City Management - 0.40 - - -
Private Limited
Others - 1.40 - - -
9 Share Application Money
(Pending Allotment)
Ujjain Treasure Bazaar - 2.75 2.75 2.75 -
Private Limited
Intesys Technologies - 1.10 - - -
Private Limited
Raipur Treasure Island - - - 8.10 -
Private Limited
Cassandra Realty Private - - - 4.10 -
Limited
Udaipur Treasure Market - - - 46.00 -
City Private Limited

Nanded Treasure Bazaar - - - 5.10 -

Private Limited
Others - 0.10 - 0.20 -
10 Loans taken
Treasure World Developers 1,014.39 1,691.00 - - -
Private Limited
Kalani Industries Private - - 137.96 26.48 -
Limited
Kalani Brothers (Indore) - - 94.80 2.00 -
Private Limited
Padma Homes Private - - 42.22 - -
Limited
Treasure World 612.12 307.40 - - -
Constructions Private
Limited

255
Sr. PARTICULARS For the Year For the Year For the Year For the For the
No. ended ended ended Year ended Year ended
March 31, March 31, March 31, March 31, March 31,
2010 2009 2008 2007 2006
Flexituff International - - - 11.32 -
Limited
Indore Treasure Town - - - 56.15 -
Private Limited
Indore Treasure Market - - - 147.64 -
City Private Limited
The Phoenix Mills Limited 450.00
Others - 32.61 - - -
11 Loans repaid
Treasure World Developers 1,482.33 1,033.33 - - -
Private Limited
Treasure World 218.92 307.40 - - -
Constructions Private
Limited
Kalani Industries Private - - - 26.48 -
Limited
Kalani Brothers (Indore) - - - 2.00 -
Private Limited
Flexituff International - - - 11.32 -
Limited
The Phoenix Mills Limited 200.00 - - - -
Others 0.73 32.61 - - -
12 Loans given
Udaipur Treasure Market - - 181.12 180.00 -
City Private Limited
Raipur Treasure Island - - 58.87 216.18 -
Private Limited
Cassandra Realty Private - - 3.30 84.10 -
Limited
Treasure World Developers - - 1,325.01 - -
Private Limited
EWDPL Residential - - 390.25 - -
Holdings Private Limited
Amaravati Treasure Bazaar - 101.85 - - -
Private Limited
Nanded Treasure Bazaar 439.26 167.48 - - -
Private Limited
Ujjain Treasure Bazaar 81.25 110.21 - - -
Private Limited
Indore Treasure Market - - - 160.25 -
City Private Limited
Trivandrum Treasure 126.00 - - -
Market City Private
Limited
Naman Mall Management 13.58 - - - -
Company Private Limited
Others 44.06 111.42 355.97 159.95 -
13 Loan received back
EWDPL Residential - 292.56 - - -
Holdings Private Limited
Treasure World Developers - - 1,106.29 - -

256
Sr. PARTICULARS For the Year For the Year For the Year For the For the
No. ended ended ended Year ended Year ended
March 31, March 31, March 31, March 31, March 31,
2010 2009 2008 2007 2006
Private Limited
Udaipur Treasure Market - - 291.12 - -
City Private Limited
Raipur Treasure Island - - 252.04 - -
Private Limited
Nanded Treasure Bazaar 354.60 118.58 - - -
Private Limited
Indore Treasure Town - - - 66.05 -
Private Limited
Indore Treasure Market - - - 223.75 -
City Private Limited
Others 131.68 105.90 504.58 149.88 -
14 Rent Paid (Lease Rent)
Padma Homes Private 0.03 0.03 0.03 0.01 -
Limited

Kalani Brothers (Indore) 0.08 0.08 - 0.02 -

Private Limited
15 Interest paid
Kalani Industries Private - 0.94 4.46 - -
Limited
The Phoenix Mills Limited 0.13 - - - -
Treasure World Developers 0.49 - - - -
Private Limited
16 Interest Received
Amaravati Treasure Bazaar - 8.83 - - -
Private Limited
Nanded Treasure Bazaar - 28.28 - - -
Private Limited
Ujjain Treasure Bazaar - 10.24 - - -
Private Limited
Indore Treasure Town - - - 1.11 -
Private Limited
Indore Treasure Market - - - 5.02 -
City Private Limited
Treasure World 0.45 - - - -
Constructions Private
Limited
Others 0.02 - - - -
17 Advance Given
Intesys Technologies 0.63 - - - -
Private Limited
18 Reimbursement of
Expenses from
Subsidiary/Group
Companies
Intesys Technologies - 11.60 - - -
Private Limited
Nanded Treasure Bazaar - - 14.05 - -
Private Limited
Raipur Treasure Island - - 10.73 - -

257
Sr. PARTICULARS For the Year For the Year For the Year For the For the
No. ended ended ended Year ended Year ended
March 31, March 31, March 31, March 31, March 31,
2010 2009 2008 2007 2006
Private Limited
Amaravati Treasure Bazaar - 14.38 - - -
Private Limited
Jabalpur Treasure Island - - 8.42 - -
Private Limited
Treasure World Developers 13.74 41.47 - - -
Private Limited

Kalani Industries Private 6.90 - - 14.72 14.72

Limited
Skyline Advisory Services - - - - 0.10
Private Limited
MRK Foods - - - - 1.04
Padma Homes Private - - - - 1.06
Limited
Others 0.30 4.13 35.23 - -
19 Rent Received
Flexituff International - - 0.06 0.02 -
Limited
Kalani Industries Private - - 0.10 0.03 -
Limited
Others 2.75 2.12 0.13 0.02 -
20 Project Management Fees
Received
Raipur Treasure Island - - 14.10 28.76 -
Private Limited
Udaipur Treasure Market - - 11.20 12.62 -
City Private Limited
Cassandra Realty Private - - 5.60 12.62 -
Limited
Jabalpur Treasure Island - - 10.20 18.45 -
Private Limited
Chandigarh Treasure Island - - 8.80 - -
Private Limited
Surya Treasure Island - - 23.60 - -
Private Limited
Naman Mall Management 0.25 0.10 1.45 - -
Company Private Limited
Others - - 38.40 16.17 -
21 Fitout Work
Intesys Technologies 3.12 11.60 - - -
Private Limited
22 License fees and Others
charges Recd.
Kalani Industries Private - - 10.03 10.59 -
Limited

Treasure Food & Beverages 9.93 7.63 - - -

Private Limited
Skyline Advisory Services - - 1.18 - 3.91

258
Sr. PARTICULARS For the Year For the Year For the Year For the For the
No. ended ended ended Year ended Year ended
March 31, March 31, March 31, March 31, March 31,
2010 2009 2008 2007 2006
Private Limited
MRK Foods - - - - 1.04
Others - 0.19
23 Purchase of Goods
Flexituff International - - - 3.30 2.91
Limited
MRK Pipes Limited - - - - 0.55
24 Security Provided by the
Company by way of
Mortgage of Land
Corporate Guarantee
given by Company
Raipur Treasure Island 1,010.00 1,010.00 900.00 - -
Private Limited
Indore Treasure Market 1,250.00 700.00 700.00 100.00 -
City Private Limited
Jabalpur Treasure Island 740.00 740.00 660.00 - -
Private Limited
Surya Treasure Island 360.00 670.00 360.00 - -
Private Limited
Treasure World Developers 455.20 455.20 - - -
Private Limited
Indore Treasure Town 700.00 - - - -
Private Limited
Nanded Treasure Bazaar 390.00 330.00 - - -
Private Limited
Ujjain Treasure Bazaar 250.00 250.00 - - -
private Limited
Treasure Food & Beverages 24.68 24.68 295.16 - -
Private Limited
Chandigarh Treasure Island 1,000.00 - - - -
Private Limited
Treasure World 1,069.00 - - - -
Constructions Private
Limited

25 Security deposit received

MRK Foods - - - - 0.16

26 Security deposit paid

Kalani Brothers (Indore) - - - - 105.96
Private Limited
Padma Homes Private - - - - 44.04
Limited

27 Miscellaneous Expenses
Incurred on behalf of
SPVs
Nanded Treasure Bazaar - - - 5.33 -
Private Limited

259
Sr. PARTICULARS For the Year For the Year For the Year For the For the
No. ended ended ended Year ended Year ended
March 31, March 31, March 31, March 31, March 31,
2010 2009 2008 2007 2006
Raipur Treasure Island - - - 1.88 -
Private Limited

28 Allotment of Debentures
Nanded Treasure Bazaar 213.50 - - - -
Private Limited

29 Closing Balance :
Receivable / ( Payable)
-As Creditors
Treasure World - 0.45 - - -
Constructions Private
Limited
Treasure World Developers (2.60) 35.05 - - -
Private Limited
Indore Treasure Town 2.33 (3.28) - - -
Private Limited
Marvell Mall Development - (0.25) - - -
Company Private Limited
Arc Retail Private Limited 1.06
Chandigarh Entertainment 0.01
World Private Limited
Skyline Treasure Structural 0.02
Engineers Private Limited
Surya Treasure Island - (0.10) - - -
Private Limited
Intesys Technologies (1.12) -
Private Limited

Kalani Industries Private (0.26) -

Limited
-As Unsecured Loans
Nanded Treasure Bazaar - - 165.04 - -
Private Limited
Treasure World Developers 44.48 (423.46) 234.22 15.50 -
Private Limited
EWDPL Residential 72.72 97.71 390.25 - -
Holdings Private Limited
Treasure World (391.49) 2.11 - - -
Constructions Private
Limited
Amaravati Treasure Bazaar 100.89 89.54 - - -
Private Limited
Nanded Treasure Bazaar 84.67 213.51 - - -
Private Limited
Ujjain Treasure Bazaar 218.25 142.56 - 51.20 -
Private Limited
Cassandra Realty Private - - - 79.60 -
Limited
Jabalpur Treasure Island - - - 22.26 -
Private Limited

260
Sr. PARTICULARS For the Year For the Year For the Year For the For the
No. ended ended ended Year ended Year ended
March 31, March 31, March 31, March 31, March 31,
2010 2009 2008 2007 2006
Raipur Treasure Island - - - 193.18 -
Private Limited
Udaipur Treasure Market - - - 110.00 -
City Private Limited
Kalani Industries Private - (0.73) - - -
Limited
EWDPL Five Star 0.13 0.11 - - -
Hospitality Private Limited
EWDPL South Realty 3.76 11.88 - - -
Private Limited
Arc Retail Private Limited - 5.96 - - -
Bhubaneshwar - 0.32 - - -
Entertainment World
Developers Private Limited
EWDPL Bhilai Hospitality - 0.10 - - -
Private Limited
EWDPL Chandigarh - 0.14 - - -
Hospitality Private Limited
Nagpur Treasure Market - 1.17 - - -
City Private Limited

Treasure MEP Services - 1.00 - - -

Private Limited
EWDPL Jabalpur - 0.14 - - -
Hospitality Private Limited
EWDPL North Realty - 0.14 - - -
Private Limited
Aloha Hospital Private - 0.14 - - -
Limited
EWDPL West Realty - 0.14 - - -
Private Limited
Gwalior Entertainment - 0.26 - - -
World Developers Private
Limited
Naman Mall Management - 24.21 - - -
Company Private Limited
The Phoenix Mills Limited (250.00) - - - -
Treasure Showcase Private 4.92 - - - -
Limited
Intesys Technologies 0.50 - - - -
Private Limited
Marvell Mall Development 0.50 - - - -
Company Private Limited
-As Debtors
Treasure Food & Beverages 0.43 0.08 - - -
Private Limited
Treasure World - - - - -
Constructions Private
Limited
Annapoorna Entertainment - 0.49 - - -
World Developers Private

261
Sr. PARTICULARS For the Year For the Year For the Year For the For the
No. ended ended ended Year ended Year ended
March 31, March 31, March 31, March 31, March 31,
2010 2009 2008 2007 2006
Limited
Raipur Treasure Island 0.02
Private Limited
Nagpur Treasure Market 0.18
City Private Limited
Nanded Treasure Bazaar 0.01
Private Limited
Dazzling Properties Private 0.02
Limited
Sangli Entertainment World - 0.02 - - -
Developers Private Limited
-As Advances
Raipur Treasure Island - - 10.59 - -
Private Limited

Nanded Treasure Bazaar - - 14.00 - -

Private Limited
Jabalpur Treasure Island - - 8.41 - -
Private Limited
Ujjain Treasure Bazaar - - 6.67 - -
Private Limited
Others - - 26.94 - -
-As Share Application
Money
Ujjain Treasure Bazaar 2.75 2.75 - - -
Private Limited
Nanded Treasure Bazaar 20.00 - - - -
Private Limited

262
ANNEXURE XX

UNCONSOLIDATED CAPITALISATION STATEMENT, AS RESTATED

Rs. In Million
Particulars As at MARCH 31, 2010
Borrowings
Short term 641.49
Long Term debt 1,510.56
Total debt 2,152.05
Shareholders' funds
Share capital 158.46
Share Application Money -
Securities Premium Account 624.82
Profit and Loss Account 101.50
Total shareholders' funds 884.78
Long-term debt/equity ratio 1.71
Total Short term debt/equity ratio 0.73

Notes:
1. Short term debts represent debts which are due within twelve months from March 31, 2010.
2. Long term debts represent debts other than short term debts, as defined above.
3. The figures disclosed above are based on the Summary Statement of Assets and Liabilities, as Restated of
the Company as at March 31, 2010.
4. Long Term Debts/ Equity = Long Term Debts/Shareholders' Funds
5. Post Issue figure will be determined only after finalization of the issue price.
6. Vide Resolution passed at the Shareholders Meeting held on July 20, 2006, the Company has sub-divided
each share of Rs. 100/- each into 10 shares of Rs.10/- each.
7. Vide Resolution passed at the meeting of the Board of Directors held on June 11, 2010, the company issued
47,217,888 Equity Shares as Bonus Shares by capitalisation of general reserves and securities premium
account.

263
ANNEXURE XXI

UNCONSOLIDATED SUMMARY STATEMENT OF ACCOUNTING RATIOS, AS RESTATED

Particulars AS AT March 31,

2010 2009 2008 2007 2006

1) Restated Basic Earnings per share Rs. 0.23 0.29 0.48 0.87 (0.23)

2) Restated Diluted Earnings per share Rs. 0.16 0.20 0.36 0.78 (0.23)

3) Restated net asset value per share Rs. 14.05 15.37 27.95 12.14 5.76

4) Return on Net Worth (%) 1.67% 1.88% 1.73% 7.21% -3.92%

5) (a) No. of Shares* 15,739,296 15,739,296 15,739,296 15,000,000 10,175,800

(b) Weighted Average no. of shares*

- for Basic Earnings per share 15,739,296 15,739,296 14,740,718 11,752,988 10,175,800
- for Bonus Shares 47,217,888 47,217,888 47,217,888 47,217,888 47,217,888
- for Diluted Earnings per share 43,616,312 43,616,312 36,100,366 19,110,045 11,366,737
* Equity shares of Rs.10 Each

Notes:

1) The ratios have been computed as follows:

Earning per Share - Basic and Diluted = Adjusted Profit / (Loss) after Tax but before Extraordinary
Items
Weighted average number of equity shares outstanding during
the year

Net Asset Value per Share = Net Worth excluding Revaluation Reserve
Weighted Average Number of Equity Shares Outstanding
during the year

Return on Net Worth = Adjusted Profit / (Loss) after Tax but before Extraordinary
Items
Net Worth excluding Revaluation Reserve

2) Earnings per share (EPS) has been calculated in accordance with Accounting Standard 20 - Earnings Per
Share.

3) Restated profit / (loss) has been considered for the purpose of computing the above ratios.

4) Vide Resolution passed at the meeting of the Board of Directors held on June 11, 2010, the company issued
47,217,888 Equity Shares as Bonus Shares by capitalisation of general reserves and securities premium
account.

5) 1,067,300 equity shares of Rs 10/- each were forfeited during the year ended March 31, 2008.

6) Vide Resolution passed at the Shareholders Meeting held on July 20, 2006, the Company has sub-divided
each share of Rs. 100/- each into 10 shares of Rs.10/- each.

264
ANNEXURE XXII

UNCONSOLIDATED SUMMARY STATEMENT OF TAX SHELTERS, AS RESTATED

Rs. In Million
PARTICULARS As At March 31
2010 2009 2008 2007 2006
(Loss)/Profit before tax as restated A 17.85 19.06 33.83 54.17 (11.80)
Tax rate % (including surcharge and cess, as B 30.90% 30.90% 33.99% 33.66% 33.66%
applicable)
Tax at notional rate C=A*B 5.52 5.89 11.50 18.23 (3.97)

Adjustments:
Permanent Differences
Penalty - 2.22 - - -
Deductions U/S 24 (a) (51.56) (47.14) (43.70) (41.41) (4.94)
Deductions U/S 24 (b) (9.68) (9.68) (14.87) (8.21) (8.21)
Others 0.50 (0.36) (4.86) 8.69 -
Total D (60.74) (54.96) (63.43) (40.93) (13.15)

Timing Difference :
Tax depreciation and book value depreciation (7.07) 3.47 (0.61) (1.75) (9.98)
Others 1.43 1.91 2.66 5.98 (3.46)
Total E (5.64) 5.38 2.05 4.23 (13.44)

Net Adjustments F=D+E (66.38) (49.58) (61.38) (36.70) (26.59)

Tax Expenses / (Saving) Thereon G=F*B (20.51) (15.32) (20.86) (12.35) (8.95)
Net Tax Expenses / (Saving) Thereon H=C+G (15.00) (9.43) (9.36) 5.88 (12.92)
Taxable Income / (Loss) I=A+F (48.53) (30.52) (27.55) 17.47 (38.39)

NOTES:
1) The above working is based on the summary statement of profit and loss, as restated for the respective years.

265
 MANAGEMENT‟S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION

The following discussion and analysis of our financial condition and results of operations is based on and should be
read in conjunction with our audited consolidated financial statements as of and for the financial years ended
March 31, 2010, 2009, 2008, 2007 and 2006, including the schedules and notes thereto, and the report thereon,
which appear elsewhere in this Draft Red Herring Prospectus. These financial statements are based on our audited
consolidated financial statements and are restated in accordance with paragraph B(1) of Part II of Schedule II of
the Companies Act and the SEBI Regulations. Our audited consolidated financial statements are prepared in
accordance with Indian GAAP. Our financial year ends on March 31 of each year. Accordingly, all references to a
particular financial year are to the twelve month period ended March 31 of that year.

The following discussion and analysis contains forward-looking statements that involve risks and uncertainties. For
additional information regarding such risks and uncertainties, see “Forward-Looking Statements” and “Risk
Factors” on pages x and xi respectively of this Draft Red Herring Prospectus.

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

266
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
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 11.03 16.14

267
 Treasure Treasure Treasure Treasure Town Total
Market Island Bazaar and Vihar
City
(million square feet) 2.02 2.32 0.77
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

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.

Significant Factors Affecting Our Results of Operations

Our results of operations and financial condition are affected by a number of factors, including the following, which
are of particular importance:
Volume of developed property and its development cycle

Historically, we derived substantially all of our income from rental income from our properties and our results of
operations are dependent on the amount and area of developed properties we lease in any financial period. As of
March 31, 2010, we had 1.03 million square feet of Leasable Area from our completed projects. We derived in the
financial years 2010, 2009 and 2008, Rs.230.35 million (includes our share of rental income from our joint venture
project, Treasure Central- Indore (Treasure Bazaar), which was Rs.50.35 million for the financial year 2010),
Rs.158.94 million and Rs.149.05 million, respectively, of rental income.
We also sell units within our residential projects and our results of operations vary significantly from period to
period due to the amount of property sold in such periods. For the financial year 2010 we derived Rs.498.68 million
of income from the sale of construction properties as compared to nil for the financial year 2009.

In addition, developments in the real estate sector are driven by:

demand for more housing units in cities and towns due to the growing urbanization of the Indian populace,
an expanding middle class, disposable income, trend towards nuclear families and the availability of
housing finance and tax incentives;

demand for shopping centers and entertainment venues;

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 demand for hotels/resorts due to business travel and tourism; and

the development of infrastructure, including roads, airports and intra-city connectivity.

Our revenue sharing arrangements in leasing our retail and hospitality properties

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.

Retail

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 derived from 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 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 on a percentage of its sales (whichever is higher); this percentage is
calculated from the sales made by a tenant from its leased space in our shopping center, 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.

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
occupancy rate, 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.

Our financial performance is influenced by conditions in the retail business and the hospitality business in India and
the cities in which we operate and could, in the future be, affected by:

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 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;

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;

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

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;

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.

General Economic and Demographic Condition in India

All our operations are currently located in India and the economic condition in India has a direct impact on our
income. In the past, India experienced rapid economic growth, with GDP growing at an average growth rate of 8.8%
between the financial years 2003 to 2008. However, this high GDP growth trajectory significantly reduced in the
financial year 2009 to 6.7%, compared to 9.0% in the financial year 2008, as a result of the global economic
downturn. (Source: RBI, Macroeconomic and Monetary Developments: First Quarter Review, 2009-10). The
success of our projects is dependant on general economic conditions in India. Growth in the GDP and per capita
income in India generally results in an increase in our income. In addition, the growth in the Indian economy has
also resulted in the growth of industries such as hospitality and information technology. We believe that growth in
the general economic condition in India will not only increase the demand for more houses for those employed in
these industries but will also require substantial real estate development activities, such as building of office space,
IT parks, hotels and resorts and shopping-centers.

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Condition and Performance of the Real Estate Market of India

The economic condition of India, particularly in and around emerging cities, has a direct impact on our income and
the success of our developments is dependent on the general economic conditions in India. Growth in the GDP and
per capita income of the Indian population generally results in increased demand for retail and entertainment,
commercial, hospitality and other properties. The real estate development industry has shown an increase in demand
for all types of developments, including housing, information technology parks, hotels, serviced residences, resorts
and shopping centers, and rising disposable incomes in the middle and higher income groups have historically
resulted in an increase in demand for higher quality retail space, as well as improved residential housing.

However, the real estate development industry recently underwent a significant downturn due to the global
economic slowdown and increase in the interest rates, among other factors. The global credit markets and financial
services industry have experienced a period of upheaval characterized by the bankruptcy, failure, collapse or sale of
various financial institutions, severely diminished liquidity and credit availability, declines in consumer confidence,
declines in economic growth, increases in unemployment rates, uncertainty about economic stability and an
unprecedented intervention by governments and monetary authorities. While the global markets have shown signs of
recovery, we are unable to predict whether the current upward trend will be sustained. The ultimate outcome of
these events cannot be predicted and it may have an adverse effect on our ability to borrow or raise additional funds
in the capital markets on favorable terms, which may have an adverse effect on our operations, financial condition
and results of operation.

Cost of land and construction

Our Ongoing Projects and Forthcoming Projects will require us to incur significant costs for their development. See
“Management‟s Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition,
Liquidity and Capital Resources – Capital Expenditures” on page 283 of this Draft Red Herring Prospectus for our
capital expenditures for the past three financial years. In addition, as we hold or intend to hold equity interests in
other Treasure Market City, Treasure Island, and Treasure Town and Treasure Vihar projects through project-
specific companies, our profitability will be affected by the construction and land costs incurred by these entities.
Our growth is directly linked to the availability of land in fast growing and emerging cities in India in areas where
we can develop properties that are marketable and meet our development criteria. Any government regulations,
policies or other developments that restrict the acquisition of land or increase competition for land may therefore
affect our operations.

The cost of construction primarily comprises costs of materials such as steel, cement, wood, flooring materials,
electrical, plumbing and labor costs. 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 residential developments.

Availability of Credit and Prevailing Interest Rates in India

Our results of operations and the purchasing power of our real estate and retail customers are substantially affected
by prevailing interest rates and the availability of credit in the Indian economy. We finance each of our real estate
projects, primarily through borrowings from Indian banks which we repay during the development of each project.
Based on our restated consolidated financial statements, as of March 31, 2010, we had outstanding secured and
unsecured loans of Rs.5,065.61 million and Rs.4,059.91 million, respectively. Recent changes in the global and
Indian credit and financial markets have led to, and events similar to this may lead to, significantly diminished
availability of credit and an increase in the cost of financing. Our ability to borrow funds for the development of our

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real estate projects is also affected by the prevailing interest rates available from leading Indian banks. Changes in
the prevailing interest rates affect our interest expense in respect of our borrowings and our interest income with
respect to our interest on short-term deposits with banks and loans to associates. The interest rate at which we may
borrow funds and the availability of capital for development purposes affects our results of operations by limiting or
facilitating the number of projects we may undertake and determining the return which we must obtain from each
project to meet our obligations under our borrowings.

One of the major reasons for the growth of demand for housing units is low interest rates on housing loans. Changes
in interest rates also affect the ability and willingness of our prospective real estate customers, particularly, the
customers for our residential properties to obtain financing for their purchases of our completed developments. In
the past, lower interest rates combined with the favorable tax treatment of loans, helped to fuel the growth of the
Indian real estate market. The interest rate at which our real estate customers may borrow funds for the purchase of
our properties affects the affordability and purchasing power of and hence, the market demand for our residential
real estate developments.

Significant Accounting Policies

Our audited consolidated financial statements included in this Draft Red Herring Prospectus have been prepared in
accordance with Indian GAAP, the accounting standards prescribed by the Institute of Chartered Accountants of
India and the relevant provisions of the Companies Act. Certain significant accounting policies that are relevant to
our business and operations are described below.

Basis of Preparation

The following discussion and analysis is based on the audited consolidated financial statements of our Company
which have been prepared in accordance with Indian GAAP. Indian GAAP differs in certain material respects with
IFRS and U.S. GAAP. See “Risk Factors – Risks Related to India – Significant differences exist between Indian
GAAP and other accounting principles with which investors may be more familiar” on page xxxix of this Draft Red
Herring Prospectus. 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.

Principles of Consolidation

The consolidated financial statements relate to the Company, its Subsidiaries and Joint Venture and have been
prepared in accordance with Accounting Standard 21 – „Consolidated Financial Statements‟, Accounting Standard
23 – „Accounting for Investment in Associates in Consolidated Financial Statements‟ and Accounting Standard 27 –
„Financial Reporting of Interests in Joint Ventures‟ notified under the Companies (Accounting Standards) Rules,
2006.

Our consolidated financial statements have been prepared on the following basis:

Investments in Subsidiaries:

Our Subsidiaries are consolidated on a line-by-line basis by adding together the book values of the same
items of assets, liabilities, income and expenses, after eliminating all significant intra-group balances and
intra-group transactions and also unrealized profits or losses.

The difference between the costs of investment in the Subsidiaries over the Company‟s portion of equity of
the Subsidiary is recognized in the financial statements as „goodwill‟ or „capital reserve‟.

The difference between the proceeds from the disposal of an investment in a Subsidiary and the carrying
amount of its assets, less liabilities, as of date of such disposal is recognized in the profit and loss account
as profit or loss on disposal of investment in a Subsidiary.

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 Minority interest in the net assets of the Subsidiaries consists of the amount of equity attributable to the
minority shareholders at the dates on which investments are made in such Subsidiaries 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 Subsidiaries
attributable to the minority shareholder are recognized to the extent of their interest in the equity of the
Subsidiaries.

Investment in Associates:

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 accordance with Accounting Standard 23
– „Accounting for Investment in Associates in Consolidated Financial Statements‟.

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.

The difference between the costs of investment in the Associates over the Company‟s share of equity of the
Associate is recognized in the financial statements as „goodwill‟ or „capital reserve‟, as the case may be.

Investment in joint venture:

Our interest in a joint venture, which is in the nature of a jointly controlled entity, is accounted for using the
proportionate consolidation method.

Revenue Recognition

Rental income, common area maintenance charges and project management fees are recognized when no
significant uncertainty as to collectability or realisability exists.

Sales are inclusive of value added tax (“VAT”).

Revenue from constructed or under construction property is recognized on the “percentage of completion
method”. Total sale consideration as per the agreement to sell entered into is recognized as revenue on the
basis of percentage of actual project cost incurred thereon to total estimated project cost. Project cost
includes cost of land, estimated construction and development costs. The estimates of saleable area and
costs are reviewed on a periodic basis and the effect of any change in such estimates is recognized in the
period such changes are determined. Future expected loss, if any, is recognized as an expense.

Interest income is recognized on a time proportion basis.

Dividend income is recognized when the right to receive the same is established.

Fixed Assets

Fixed Assets are stated at cost net of recoverable CENVAT and rebates.

Costs include finance costs till the completion of construction and costs that are directly attributable.

Expenses incidental and related to project prior to completion of construction are included in capital work-
in-progress. The same will be allocated on the completion of the project.

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Inventories

Items of inventories are valued at the lower of cost and net realizable value. Cost of inventories comprises cost of
land, work in progress and other costs incurred in bringing the inventory to its present location and condition.

Depreciation

Depreciation is provided on a straight-line basis at the rate and in manner specified in Schedule XIV of the
Companies Act except in case of certain categories of plant and machinery and office equipment, which are
depreciated at 13.91% based on the management‟s estimate of useful life of such assets. Depreciation on assets
acquired during the period is provided on pro-rata basis with reference to the month of addition.

Leases

Assets given on lease are accounted for in accordance with Accounting Standard 19 – „Leases‟. Assets given on
operating leases are included in fixed assets. Lease income is recognized in the profit and loss account. Leasehold
land is amortized over the period of the lease.

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.

Income Taxes

Tax expense comprises current tax, deferred tax and fringe benefits tax. Current tax is measured at the amount
expected to be paid to or 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 or periods. Deferred tax assets are recognized 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 recognized if there is virtual certainty that sufficient future taxable income
will be available to realize such depreciation and losses. 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.

Results of Operations

The following table sets forth select financial data from our consolidated restated profit and loss statement for the
financial years 2010, 2009, 2008, 2007 and 2006 the components of which are also expressed as a percentage of
total income for such periods:

Particulars For the Year Ended March 31,

(Rs. in million)
2010 % of 2009 % of 2008 % of 2007 % of 2006 % of
Total Total Total Total Total
Income Income Income Income Income
INCOME
Income From 1,020.01 96.02 389.09 91.84 265.32 94.06 218.36 94.29 26.05 99.62
Operations…………….
Other Income ……….. 42.33 3.98 34.59 8.16 16.75 5.94 13.23 5.71 0.10 0.38
Total Income 1,062.34 100.00 423.68 100.00 282.07 100.00 231.59 100.00 26.15 100.00
EXPENDITURE
Construction 268.93 25.31 29.65 7.00 - - - - - -
Expenses
Operating and Other 276.32 26.01 193.65 45.71 142.68 50.58 113.26 48.90 5.91 22.60
Expenses
Employee Remuneration 93.41 8.79 58.47 13.80 41.34 14.66 18.48 7.98 2.10 8.03

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 Particulars For the Year Ended March 31,
(Rs. in million)
2010 % of 2009 % of 2008 % of 2007 % of 2006 % of
Total Total Total Total Total
Income Income Income Income Income
and Benefits
Interest 199.19 18.75 207.41 48.95 86.74 30.75 78.98 34.10 - -
Depreciation/ 46.23 4.35 52.72 12.44 41.51 14.72 36.08 15.58 8.60 32.88
Amortization
Total Expenditure 884.08 83.22 541.90 127.90 312.27 110.71 246.80 106.56 16.61 63.51

Profit/ (loss) before tax 178.26 16.78 (118.22) (27.90) (30.20) (10.71) (15.21) (6.56) 9.54 36.49
PROVISION FOR
TAX:
Current Tax 27.18 2.55 29.83 7.04 2.49 0.88 1.55 0.66 0.80 3.05
Deferred Tax 2.85 0.27 1.77 0.42 - - - - - -
Wealth Tax 0.08 0.01 0.04 0.01 0.05 0.02 0.03 0.01 - -
Fringe Benefits - - 1.64 0.39 1.73 0.61 1.00 0.43 0.35 1.33
Tax
Net Profit / (Loss) 148.15 13.94 (151.50) (35.75) (34.47) (12.22) (17.79) (7.68) 8.39 32.09
Before Minority Interest
and Share from
Associates
Share of loss from 0.16 0.02 (0.05) (0.01) (0.10) (0.04) - - - -
Associates
Minority Interest 22.25 2.09 12.99 3.07 (2.07) (0.73) (0.01) (0.00) - -
Net Profit / (Loss) After 125.74 11.83 (164.54) (38.83) (32.50) (11.52) (17.78) (7.67) 8.39 32.09
Minority Interest and
Share from Associates
Adjustments made on - - 35.68 8.42 12.59 4.46 36.78 15.88 (21.34) (81.60)
account of restatement
Net Profit / (Loss) After 125.74 11.83 (128.86) (30.41) (19.91) (7.05) 19.00 8.20 (12.95) (49.52)
Minority Interest and
Share from Associates,
as Restated

Income. Income consists of income from operations and other income.

Our income from operations consists primarily of rental income from the lease of properties, and income from the
sale of construction properties, income from project management fees that we generate by providing project
management services to third parties, income from food and beverages from our shopping centers, recovery of
expenses which comprises recovering electricity and water charges from our tenants at our Treasure Island – Indore
shopping center, construction income which comprises income from providing services such as architectural
services and interior design services and common area maintenance charges for our shopping centers.

The table below provides our income and percentage of total income from rental income and sale of construction
properties for the periods indicated:

For the Year Ended March 31,

(Rs. in million)
2010 2009 2008 2007 2006
Activity (Rs. in % of (Rs. in % of (Rs. in % of (Rs. in % of (Rs. In % of
million) Total million) Total million) Total million) Total million) Total
Income Income Income Income Income
Rental 230.351 21.68 158.94 37.51 149.05 52.84 141.56 61.13 22.55 86.23
Income...
Sale of 498.68 46.94 - - - - - - - -
Construction
Properties...
Total…. 729.03 68.62 158.94 37.51 149.05 52.84 141.56 61.13 22.55 86.23
__________
1. Includes our share of rental income generated from our joint venture project, Treasure Central - Indore (Treasure Bazaar), which was Rs.50.35
million for the financial year 2010.

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Other income consists primarily of interest received from deposits with banks and others, dividend received on
current investments, sale of land, income from hiring our plant and machinery and miscellaneous income.

Our total income was Rs.1,062.34 million for the financial year 2010 as compared to Rs.423.68 million for the
financial year 2009 and Rs.282.07 million for the financial year 2008.

Expenditure. Our total expenditure consists of construction expenses; employee remuneration and benefits;
operating and operating and other expenses which includes general and administrative charges, advertising and sales
promotion, purchases of food and consumable items, power and fuel costs and legal fees; interest and finance
charges and depreciation and amortization. Our total expenditure accounted for 83.22% of our total income for the
financial year 2010 as compared to 127.90% of our total income for the financial year 2009.

Construction Expenses. Construction expenses consist of costs of construction material and costs of land.
Construction expenses accounted for 25.31% of our total income for the financial year 2010 as compared to 7.00%
for the financial year 2009.

Operating and Other Expenses. Operating and other expenses includes general and administrative charges,
advertising and sales promotion, purchases of food and consumable items, power and fuel costs and legal fees.
Operating and other expenses accounted for 26.01% of our total income for the financial year 2010 as compared to
45.71% of our total income for the financial year 2009.

Employee Remuneration and Benefits. Employee remuneration and benefits consists of salaries, wages and
bonuses paid to our officers and employees, contributions to provident and other funds for the benefit of our officers
and employees and other staff welfare expenses. Staff cost does not include the costs of labour, architects or
consultants, which are allocable to specific developments and are provided for under cost of sales. Employee
remuneration and benefits costs accounted for 8.79% of our total income for the financial year 2010 as compared to
13.80% of our total income for the financial year 2009.

Interest. Interest consists of interest paid on outstanding debentures, term loans and other loans obtained from
banks, financial institutions and other lenders, as well as the related processing charges. Interest includes the effect
of interest received from deposits. Interest charges accounted for 18.75% of our total income for the financial year
2010 as compared to 48.95% of our total income for the financial year 2009. See “Financial Condition, Liquidity
and Capital Resources – Indebtedness” on page 283 of this Draft Red Herring Prospectus for a description of our
Indebtedness.

Depreciation / Amortization. Depreciation / amortization is provided on straight line basis in accordance with the
rates specified under Schedule XIV of the Companies Act, except for certain categories of office equipment which
are depreciated based on the basis of the management‟s estimate of the useful life of such assets.

The following table provides the depreciation rates for our tangible assets as of March 31, 2010:

Assets Annual Depreciation Rate

Building 1.63%
Plant and machinery 13.91%
Office equipments 13.91%
Furniture and fixtures 6.33%
Vehicles 9.50%
Computers 16.21%
Software 16.21%
Leasehold land Over the lease period

The management‟s estimation of the useful lives of certain assets are as follows:

Type of Assets Estimated Useful Life (In Years)

Electrical installations/ generators/ transformers 15

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Central cooling equipment 15
Office equipment 7

Taxation. We provide for both current taxes, and deferred taxes, wealth tax and fringe benefits tax. Current tax is
measured at the amount expected to be paid to or 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 or period. Deferred tax assets are recognized 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 recognized if there is virtual certainty that sufficient future
taxable income will be available to realize 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.

Tax rates applicable to us for the financial year 2010 are as follows:

Rate of Tax Percentage

Income Tax 30.00%
Surcharge on Tax 10.00%
Education Cess on Rate of Tax and Surcharge 2.00%
Secondary and Higher Education Cess on Rate 1.00%
of Tax and Surcharge
Total Tax Rate 33.90%

For a summary of tax benefits available to us, see “Statement of Tax Benefits” on page 48 of this Draft Red Herring
Prospectus.

Financial Year 2010 Compared to Financial year 2009

Income. Our total income increased to Rs.1,062.34 million for the financial year 2010 from Rs.423.68 million for
the financial year 2009, primarily due to an increase in income from operations as a result of the sale of residential
property.

Income from Operations. Our income from operations increased to Rs.1,020.01 million for the financial year 2010
from Rs.389.09 million for the financial year 2009. This increase was primarily due to income generated from the
sale of construction properties, which comprises sales of residential property, of Rs.498.68 million for the financial
year 2010 from nil for the financial year 2009. The increase was as a result of the sale of residential units in our
Treasure Town and Treasure Vihar project in Indore (at AB Road and Rangwasa) and Treasure Town and Treasure
Vihar in Udaipur (at Kharol Colony). Our income from operations also increased due to an increase in rental income
by 13.25% to Rs.180.00 million for the financial year 2010 from Rs.158.94 million for the financial year 2009 as a
result of increased rental income from Treasure Island – Indore shopping center and Treasure Bazaar – Nanded
shopping centre, income of Rs.50.35 million for the 11 month period ended March 31, 2010 from Treasure Central -
Indore (Treasure Bazaar) shopping center, a joint venture, which was completed in May 2009, an increase in project
management fees to Rs.64.85 million for the financial year 2010 from Rs.7.78 million for the financial year 2009 as
a result of an increase in third party clients for the financial year 2010 from the financial year 2009, an increase in
income from food and beverages of 13.00% to Rs.63.80 million for the financial year 2010 from Rs.56.46 million
for the financial year 2009 as a result of Treasure Bazaar - Nanded shopping centre commencing its food and
beverage services during the financial year 2010 compared to only Treasure Island - Indore generating income from
food and beverages for the financial year 2009, an increase in the recovery of expenses by 14.04% to Rs.53.90
million for the financial year 2010 from Rs.47.26 million for the financial year 2009 and an increase in common
area maintenance charges by 0.65% to Rs.40.25 million for the financial year 2010 from Rs.39.99 million for the
financial year 2009. This increase in operating income was offset by a decrease in income from construction
activities by 44.72% to Rs.43.48 million for the financial year 2010 from Rs.78.66 million for the financial year
2009.

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Other Income. Our other income increased by 22.37% to Rs.42.33 million for the financial year 2010 from Rs.34.59
million for the financial year 2009, primarily due to recognizing a one time profit of Rs.20.29 million for the
financial year 2010 as a result of the sale of 17 of our subsidiaries which were shell companies, an increase in
miscellaneous income of 7.49% to Rs.5.14 million from Rs.4.79 million, an increase in sundry balances written back
to Rs.3.13 million for the financial year 2010 from Rs.0.53 million for the financial year 2009 which was off-set by
decreases in interest received from bank deposits of 31.21% to Rs.6.48 million for the financial year 2010 from
Rs.9.43 million and decreases in interest received on others by 71.03% to Rs.4.20 million for the financial year 2010
from Rs.14.50 million for the financial year 2009.

Total Expenditure. Our total expenditure increased by 63.14% to Rs.884.08 million for the financial year 2010 from
Rs.541.90 million for the financial year 2009, primarily due to an increase in construction expenses, operating and
other expenses and employee remuneration and benefits.

Construction Expenses. Our construction expenses increased to Rs.268.93 million for the financial year 2010 from
Rs.29.65 million for the financial year 2009, primarily due to an increase in the cost of land and development to
Rs.233.81 million for the financial year 2010 from Rs.1.65 million for the financial year 2009 as a result of an
increase in construction activity at our Treasure Town and Treasure Vihar - Indore (AB Road) residential project.

Operating and Other Expenses. Our total operating expenses increased by 42.68% to Rs.276.32 million for the
financial year 2010 from Rs.193.65 million for the financial year 2009 primarily due to an increase in general and
administrative charges to Rs.16.80 million for the financial year 2010 from Rs.4.28 million for the financial year
2009, an increase in advertisement and sales promotion to Rs.33.31 million for the financial year 2010 from Rs.8.16
million for the financial year 2009 as a result in an increase in advertising activity for the two Treasure Towns and
Treasure Vihars in Indore (AB Road and Rangwasa) and Treasure Town and Treasure Vihar in Udaipur, an increase
in purchases of food and beverages of 21.32% to Rs.25.37 million for the financial year 2010 from Rs.20.91 million
for the financial year 2009, an increase in power and fuel charges by 3.02% to Rs.79.25 million for the financial
year 2010 from Rs.76.92 million for the financial year 2009, an increase in legal and professional fees to Rs.35.92
million for the financial year 2010 from Rs.8.09 million for the financial year 2009 as a result of launching our
residential projects, and as a result in incurring share in a joint venture, which was our contribution for the operation
of our joint venture project Treasure Central – Indore, of Rs.32.00 million for the financial year 2010 from nil for
the financial year 2009.

Employee Remuneration and Benefits. Employee remuneration and benefits increased by 59.75% to Rs.93.41
million for the financial year 2010 from Rs.58.47 million for the financial year 2009, primarily due to an increase in
salaries, wages and bonus by 61.60% to Rs.90.40 million for the financial year 2010 from Rs.55.94 million for the
financial year 2009 as a result of an increase in the number of our employees from 606 as of March 31, 2010 from
416 as of March 31, 2009.

Interest. Our net interest charges decreased by 3.96% to Rs.199.19 million for the financial year 2010 from
Rs.207.41 million for the financial year 2009, primarily due to a decrease in interest paid on term loans of 19.15% to
Rs.404.52 million for the financial year 2010, from Rs.500.35 million for the financial year 2009 as a result of a
decrease in interest rates and interest being capitalized and a decrease in interest on others (bank charges) to Rs.1.36
million for the financial year 2010 from Rs.5.74 million for the financial year 2009.

Depreciation / Amortization. Our depreciation / amortization charge decreased by 12.31% to Rs.46.23 million for
the financial year 2010 from Rs.52.72 million for the financial year 2009.

Taxation. Our provision for taxes decreased to Rs.30.11 million for the financial year 2010 from Rs.33.28 million
for the financial year 2009. The provision for income tax was as a result of the sale of residential units during the
financial year 2010.

Net Profit after minority interest and share from associates, as restated. Our profit after tax, minority interest and
share from associates as restated was Rs.125.74 million for the financial year 2010 from a loss of Rs.128.86 million
for the financial year 2009.

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Financial Year 2009 Compared to Financial Year 2008

Income. Our total income increased by 50.20% to Rs.423.68 million for the financial year 2009 from Rs.282.07
million for the financial year 2008, primarily due to an increase in income from operations as a result of an increase
in income from food and beverage and construction income.

Income from Operations. Our income from operations increased by 46.65% to Rs.389.09 million for the financial
year 2009 from Rs.265.32 million for the financial year 2008, primarily due to an increase in rental income by
6.64% to Rs.158.94 million for the financial year 2009 from Rs.149.05 million for the financial year 2008,
recognizing construction income of Rs.78.66 million for the financial year 2009 from nil for the financial year 2008
as a result of undertaking architectural and design activities for certain third parties, recognizing income from food
and beverages of Rs.56.46 million for the financial year 2009 from nil for the financial year 2008 as a result of
acquiring our wholly owned subsidiary, Treasure Food & Beverages Private Limited, which commenced our food
and beverages business at Treasure Island – Indore during the financial year 2009 and an increase in common area
maintenance charges by 1.10% to Rs.39.99 million for the financial year 2009 from Rs.39.56 million for the
financial year 2008 for Treasure Island – Indore. The increase in income from operations was offset by a decrease in
recovery of expenses by 5.99% to Rs.47.26 million for the financial year 2009 from Rs.50.27 million for the
financial year 2008 and a decrease in project management fees by 68.01% to Rs.7.78 million for the financial year
2009 from Rs.24.32 million for the financial year 2008 as a result of the completion of certain project management
contracts during the financial year 2008.

Other Income. Our other income increased to Rs.34.59 million for the financial year 2009 from Rs.16.75 million for
the financial year 2008, primarily due to an increase in interest received on others to Rs.14.50 million for the
financial year 2009 from Rs.3.52 million for the financial year 2008, an increase interest received on bank deposits
to Rs.9.43 million for the financial year 2009 from Rs.2.59 million for the financial year 2008, an increase in
miscellaneous income by 71.61% to Rs.4.79 million for the financial year 2009 from Rs.2.79 million for the
financial year 2008, recognizing income from the sale of land of Rs.2.90 million for the financial year 2009 from nil
for the financial year 2008 and recognizing income from the hire of plant and machinery of Rs.1.92 million for the
financial year 2009 from nil for the financial year 2008. The increase in other income was offset by not recognizing
foreign exchange gain for the financial year 2009 from recognizing Rs.4.10 million for the financial year 2008 and a
decrease in dividend received on current investments to Rs.0.52 million for the financial year 2009 from Rs.2.92
million for the financial year 2008.

Total Expenditure. Our total expenditure increased by 73.54% to Rs.541.90 million for the financial year 2009 from
Rs.312.27 million for the financial year 2008, primarily as a result of an increase in interest and finance charges and
operating and other expenses and construction expenses.

Construction Expenses. Our construction expenses were Rs.29.65 million for the financial year 2009 and comprised
Rs.28.00 million of construction expenses and Rs.1.65 million of costs of land. We did not incur other construction
material costs in the financial year 2008.

Operating and Other Expenses. Our total operating expenses increased by 35.72% to Rs.193.65 million for the
financial year 2009 from Rs.142.68 million for the financial year 2008, primarily due to recognizing foreign
exchange losses of Rs.22.79 million for the financial year 2009 from nil for the financial year 2008 as a result of
losses on account of a currency swap transaction, recognizing purchases of food and beverages of Rs.20.91 million
for the financial year 2009 from nil for the financial year 2008 as a result of acquiring our wholly owned subsidiary,
Treasure Food & Beverages Private Limited, which commenced our food and beverages business during the
financial year 2009, an increase in rent, rates and taxes to Rs.19.38 million for the financial year 2009 from Rs.4.56
million for the financial year 2008 and an increase in advertisement and sales promotion to Rs.8.16 million for the
financial year 2009 from Rs.1.93 million for the financial year 2008. The operating and other expenses was offset
by a decrease in power and fuel charges by 0.46% to Rs.76.92 million for the financial year 2009 from Rs.77.28
million for the financial year 2008.

Employee Remuneration and Benefits. Employee remuneration and benefits increased by 41.44% to Rs.58.47
million for the financial year 2009 from Rs.41.34 million for the financial year 2008, primarily due to an increase in
the number of our employees to 416 as of March 31, 2009 from 263 as of March 31, 2008.

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Interest. Our interest charges increased by 139.12% to Rs.207.41 million for the financial year 2009 from Rs.86.74
million for the financial year 2008, primarily due to an increase in interest paid on debentures of Rs.120.11 million
for the financial year 2009 from Rs.28.22 million for the financial year 2008, an increase in interest paid on
overdraft accounts to Rs.38.45 million for the financial year 2009 from Rs.2.27 million for the financial year 2008
and an increase in interest paid on term loans to Rs.500.35 million for the financial year 2009 from Rs.137.21
million for the financial year 2008, as a result of an increase in our term loans for this period as a result of
refinancing the debt for our Treasure Island – Indore Project.

Depreciation / Amortization. Our depreciation / amortization charge increased by 27.00% to Rs.52.72 million for the
financial year 2009 from Rs.41.51 million for the financial year 2008.

Taxation. Our provision for taxes increased to Rs.33.28 million for the financial year 2009 from Rs.4.27 million for
the financial year 2008, primarily due to an increase in our current tax liability to Rs.29.83 million for the financial
year 2009 from Rs.2.49 million for the financial year 2008.

Net Loss after minority interest and share from associate, as restated. Our net loss after tax, minority interest and
share from associates, as restated increased to Rs.128.86 million for the financial year 2009 from Rs.19.91 million
for the financial year 2008.

Financial Year 2008 Compared to Financial Year 2007

Income. Our total income increased by 21.80% to Rs.282.07 million for the financial year 2008 from Rs.231.59
million for the financial year 2007, primarily due to an increase in income from operations.

Income from Operations. Our income from operations increased by 21.51% to Rs.265.32 million for the financial
year 2008 from Rs.218.36 million for the financial year 2007, primarily due to an increase in rental income by
5.29% to Rs.149.05 million for the financial year 2008 from Rs.141.56 million for our Treasure Island – Indore
shopping center, an increase in recovery of expenses by 21.86% to Rs.50.27 million for the financial year 2008 from
Rs.41.25 million for the financial year 2007, an increase in common area maintenance charges by 11.27% to
Rs.39.56 million for the financial year 2008 from Rs.35.55 million for the financial year 2007 and due to
recognizing project management fees of Rs.24.32 million for the financial year 2008 compared to nil for the
financial year 2007.

Other Income. Our other income increased by 26.60% to Rs.16.75 million for the financial year 2008 from Rs.13.23
million for the financial year 2007, primarily as a result of recognizing foreign exchange gain in the financial year
2008 of Rs.4.10 million.

Total Expenditure. Our total expenditure increased by 26.53% to Rs.312.27 million for the financial year 2008 from
Rs.246.80 million for the financial year 2007, primarily as a result of an increase in operating and other expenses.

Construction Expenses. We did not incur construction expenses during the financial years 2008 and 2007.

Operating and Other Expenses. Our total operating expenses increased by 25.97% to Rs.142.68 million for the
financial year 2008 from Rs.113.26 million for the financial year 2007, primarily due to an increase in power and
fuel charges by 10.36% to Rs.77.28 million for the financial year 2008 from Rs.70.02 million for the financial year
2007, an increase in preliminary expenses written off by 24.63% to Rs.18.44 million for the financial year 2008
from Rs.14.80 million for the financial year 2007 and an increase in legal and professional fees to Rs.10.26 million
for the financial year 2008 from Rs.1.87 million for the financial year 2007.

Employee Remuneration and Benefits. Employee remuneration and benefits increased to Rs.41.34 million for the
financial year 2008 from Rs.18.48 million for the financial year 2007, primarily due to increases in salaries, wages
and bonus to Rs.39.64 million for the financial year 2008 from Rs.18.19 million for the financial year 2007 as a
result of an increase in the number of our employees from 263 as of March 31, 2008 from 142 as of March 31, 2007.

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Interest. Our interest charges increased by 9.82% to Rs.86.74 million for the financial year 2008 from Rs.78.98
million for the financial year 2007, primarily due to interest paid on debentures of Rs.28.22 million for the financial
year 2008, interest paid on overdraft accounts of Rs.2.27 million for the financial year 2008 and an increase in
interest paid on term loans to Rs.137.21 million for the financial year 2008 from Rs. 94.23 million in the financial
year 2007.

Depreciation / Amortization. Our depreciation / amortization charges increased by 15.05% to Rs.41.51 million for
the financial year 2008 from Rs.36.08 million for the financial year 2008.

Taxation. Our provision for taxes increased by 65.50% to Rs.4.27 million for the financial year 2008 from Rs.2.58
million for the financial year 2007. The primary component of this increase was an increase in our current tax
liability to Rs.2.49 million for the financial year 2008 from Rs.1.55 million for the financial year 2007.

Net Profit / (Loss) after minority interest and share from associate, as restated. Our net loss after tax, minority
interest and share from associates, as restated, was Rs.19.91 million for the financial year 2008 from a profit of
Rs.19.00 million for the financial year 2007.

Financial Condition, Liquidity and Capital Resources

We broadly define liquidity as our ability to generate sufficient funds from both internal and external sources to
meet our obligations and commitments. In addition, liquidity includes the ability to obtain appropriate equity and
debt financing and loans and to convert into cash those assets that are no longer required to meet existing strategic
and financial objectives. Therefore, liquidity cannot be considered separately from capital resources that consist of
current or potentially available funds for use in achieving long-range business objectives and meeting debt service
and other commitments.

We have historically financed our capital requirements primarily through funds generated from our operations,
financing from banks and other financial institutions in the form of term loans, as well as from sales of equity. We
believe that we will have sufficient capital resources from our operations, net proceeds of this Issue of Equity Shares
and other financings from banks and financial institutions to meet our Company‟s capital requirements for at least
the next 12 months.

Cash Flows

The table below summarizes our cash flows for the financial years 2010, 2009, 2008, 2007 and 2006:

(Rs. in million) Financial Year

2010 2009 2008 2007 2006
Net cash generated from / (used in) (919.50) 604.24 (1,494.51) (166.04) (367.38)
operating activities
Net cash generated from / (used in) (1,810.12) (3,036.42) (1,877.74) (1,399.76) (292.48)
investing activities
Net cash generated from / (used in) 2,278.38 3,397.74 3,535.87 1,658.60 682.15
financing activities
Net increase/ (decrease) in cash and cash (451.24) 965.56 163.62 92.80 22.29
equivalents

Cash Flows from Operating Activities

Our net cash used in operating activities was Rs.919.50 million for the financial year 2010. The cash used in
operating activities for the financial year 2010 was primarily utilized towards increasing our receivables and our
inventories. Net cash used in operating activities consisted of profit before tax of Rs.178.26 million, as adjusted for a
number of non-cash items, primarily depreciation of Rs.46.23 million, interest expense of Rs.199.19 million and
profit on sale of subsidiaries of Rs.20.29 million and changes in working capital, such as an increase in receivables

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of Rs.354.21 million, increases in loans and advances of Rs.139.36 million, increases in inventories of Rs.610.94
million and a decrease in payables of Rs.164.86 million.

Our net cash generated from operating activities was Rs.604.24 million for the financial year 2009. The cash
generated from operating activities for the financial year 2009 was primarily on account of realization of revenue
from rental income from our shopping centers. Net cash generated from operating activities consisted of loss before
tax of Rs.82.54 million, as adjusted for a number of non-cash items, primarily depreciation of Rs.38.40 million,
interest expense of Rs.207.41 million and interest income of Rs.23.93 million and changes in working capital, such
as a decrease in receivables of Rs.4.93 million, decreases in loans and advances of Rs.359.96 million, increases in
inventories of Rs.732.23 million and an increase in payables of Rs.868.01 million.

Our net cash used in operating activities was Rs.1,494.51 million for the financial year 2008. The cash used in
operating activities for the financial year 2008 was primarily utilized towards increasing our loans and advances and
our inventories. Net cash used in operating activities consisted of loss before tax of Rs.17.61 million, as adjusted for
a number of non-cash items, primarily depreciation of Rs.28.92 million and interest expenses of Rs.86.69 million
and changes in working capital, such as an increase in receivables of Rs.26.64 million, increases in loans and
advances of Rs.679.70 million, increases in inventories of Rs.1,159.96 million and an increase in payables of
Rs.315.11 million.

Cash Flows from Investing Activities

Our net cash flows used in investing activities was Rs.1,810.12 million for the financial year 2010, primarily as a
result of the purchase of fixed assets of Rs.1,858.70 million and investment in associate companies of Rs.3.33
million, partially offset by net sales proceeds received on sale of fixed assets of Rs.23.85 million.

Net cash used in investing activities was Rs.3,036.42 million for the financial year 2009, primarily as a result of the
purchase of fixed assets of Rs.3,071.10 million and purchase of current investments of Rs.1,435.90 million and
purchase of long term investments of Rs.72.91 million, partially offset by sale of current investments of Rs.1,470.97
million and share application money pending allotment of Rs.69.58 million.

Net cash used in investing activities was Rs.1,877.74 million for the financial year 2008, primarily as a result of the
purchase of fixed assets of Rs.1,814.56 million and purchase of current investments of Rs.1,712.94 million, partially
offset by the sale of current investments of Rs.1,740.41 million, and share application money pending allotment of
Rs.94.58 million.

Cash Flows from Financing Activities

Net cash generated from financing activities was Rs.2,278.38 million for the financial year 2010, primarily as a
result of incurrence of secured loans of Rs.1,918.33 million and unsecured loans of Rs.29.97 million and proceeds
from the issue of shares to minority shareholders by subsidiaries of Rs.511.55 million, partially offset by share
application money paid of Rs.97.50 million and interest payments of Rs.210.73 million.

Net cash generated from financing activities was Rs.3,397.74 million for the financial year 2009, primarily as a
result of incurrence of secured loans of Rs.1,310.30 million, proceeds from, the issue of debentures of Rs.1,000.00
million and proceeds from the issue of shares to minority shareholders by subsidiaries of Rs.1,569.06 million,
partially offset by share application money paid of Rs.782.50 million and interest payments of Rs.187.52 million.

Net cash generated from financing activities was Rs.3,535.87 million for the financial year 2008, primarily as a
result of proceeds from the issuance of debentures of Rs.1,699.99 million, proceeds from share application money of
Rs.880.00 million, the incurrence of secured loans of Rs.770.69 million, partially offset by interest payments of
Rs.86.38 million.

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Capital Expenditures

For the financial years 2010, 2009 and 2008, we incurred Rs.1,258.81 million, Rs.470.21 million and Rs.559.79
million, respectively, on capital expenditures (excluding capital work in progress). The capital expenditures for each
of the financial years 2010, 2009 and 2008 were primarily as a result of the completion of our ongoing retail and
residential projects. Our growth plans will require us to incur substantial additional expenditure in the future
financial years, particularly as a result of various ongoing retail and residential projects commencing operations.

Indebtedness

As of March 31, 2010, we had Rs.9,125.52 million of aggregate principal amount of indebtedness outstanding. The
following table summarizes our outstanding consolidated outstanding indebtedness as of March 31, 2010:

(Rs. in Million)
Particulars As of March 31, 2010
Long term loans .......................................................... 7,401.46
Short term loans.......................................................... 1,724.06
Total ............................................................................. 9,125.52

See “Financial Indebtedness” on page 286 of this Draft Red Herring Prospectus for a more detailed summary of our
outstanding indebtedness.

Contingent Liabilities

The following table provides our contingent liabilities as of March 31, 2010:

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

Contractual Obligations and Commercial Commitments

Our contractual obligations and commercial commitments consist principally of the following, as of March 31,
2010, classified by maturity:

(Rs. in Million)
Particulars Payment due by period
Total Less than One to three Three to More than
one year years five years five years
Long term debt 14,081.50 2,144.79 6,285.07 3,416.57 2,235.08
Short term debt 1,724.07 1,724.06 - - -
Contractual commitments 728.11 478.52 249.59 - -

Related Party Transactions

We have engaged in the past, and may engage in the future, in transactions with related parties, including with our
affiliates and certain key management members on an arm‟s lengths basis. Such transactions could be for provision

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of services, purchase and sale of goods, lease of assets or property, sale or purchase of equity shares or entail
incurrence of indebtedness. For details of our related party transactions, see “Related Party Transactions” on page
160 of this Draft Red Herring Prospectus.

Off Balance Sheet Commitments and Arrangements

We do not have any off-balance sheet arrangements, derivative instruments, swap transactions or relationships with
affiliates or other unconsolidated entities or financial partnerships that would have been established for the purpose
of facilitating off-balance sheet arrangements.

Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk of loss related to adverse changes in market prices, including interest rate risk and
commodities risk. We are exposed to commodity risk, interest rate risk and credit risk in the normal course of our
business.

Interest Rate Risk

We currently have floating rate indebtedness for our working capital requirements and also maintain deposits of
cash and cash equivalents with banks and other financial institutions and thus are exposed to market risk as a result
of changes in interest rates. As of March 31, 2010, Rs.5,065.61 million of our indebtedness consisted of floating rate
indebtedness. Upward fluctuations in interest rates increase the cost of both existing and new debts and affect our
results of operations. It is likely that in the current financial year and in future periods our borrowings will rise
substantially given our planned expenditures. We do not currently use any derivative instruments to modify the
nature of our exposure to floating rate indebtedness or our deposits so as to manage interest rate risk.

Commodity Risk

We are exposed to market risk with respect to the prices of raw materials and components used in our developments.
These commodities primarily are steel and cement. The costs of these raw materials and components are subject to
fluctuation based on commodity prices. In the normal course of business, we purchase these raw materials and
components either on a purchase order basis or pursuant to supply agreements. We currently do not have any
hedging instruments in respect of any of the commodities we purchase.

Credit Risk

We are exposed to credit risk on sales receivables owed to us by our customers. If our customers do not pay us in a
timely manner, or at all, we may have to make provisions for or write-off such amounts.

Seasonality

Our revenues and results may be affected by seasonal factors. Seasonal factors particularly affect our fixed-or-
percentage of sales leases and percentage of sales leases. The retail real estate industry has shopping center tenant
sales highest in the third quarter due to the Dusshera, Diwali and the calendar year-end season, and with lesser sales
during the summer months of June, July and August and the back-to-school period. The hotel industry is also
seasonal in nature and the periods during which our hotel tenants experience higher revenue during school vacations
and towards the calendar year-end season.

Adoption of IFRS effective April 2011

The Institute of Chartered Accountants of India, the accounting body that regulates the accounting firms in
India, has announced a road map for the adoption of, and convergence with the IFRS pursuant to which all public
companies in India will be required to prepare their annual and interim financial statements under IFRS,
beginning with the financial year commencing April 1, 2011 to April 1, 2014. Companies with a networth of less
than Rs.5,000.00 million are required to implement IFRS conversion from the financial year 2014. Because there is

284
significant lack of clarity on the adoption of and convergence with IFRS and there is no significant body of
established practice upon which to draw in forming judgments regarding its implementation and application, we
have not determined with a degree of certainty the impact that such adoption will have on our financial reporting.
There can be no assurance that our financial condition, results of operations, cash flows or changes in shareholders‟
equity will not appear materially worse under IFRS than under Indian GAAP.

Known Trends or Uncertainties

Other than as described in this section and the section titled “Risk Factors” on page xi of this Draft Red Herring
Prospectus, to our knowledge there are no known trends or uncertainties that have or had or are expected to have a
material adverse impact on our income from continuing operations.

Significant Developments after March 31, 2010

Except as stated elsewhere in this Draft Red Herring Prospectus, to our knowledge no circumstances have arisen
since March 31, 2010, which is the date of the most recent financial statements included in this Draft Red Herring
Prospectus, which materially and adversely affect or are likely to affect our profitability, our financial condition or
our ability to pay our material liabilities within the next 12 months.

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 FINANCIAL INDEBTEDNESS

Details of Secured Loans

The details of the Company‟s secured loans are as follows:

(a) Fund Based

S. Name of Nature of Amount Amount Interest (in % Tenure Repayment Security

No. the Borrowing Sanctioned outstanding as per annum)
Lenders (in Rs. of May 31,
Million) 2010 (in Rs.
Million)
1. UCO Sanction 825.00 624.60 PLR+ 1.00% 108 months Repayable in equal Refer to
(1)
Bank Letter dated after completion monthly instalments Note 1
December 9, of one month commencing after
2005 (Term from the date of completion of one
loan- I) disbursement. month from the date
of disbursement till
December 2014
Loan 175.00 112.50 PLR+ 1.00% 100 months Repayable in equal
(1)
agreement commencing monthly instalments
dated after completion commencing after
September of one month completion of one
28, 2006 from the date of month from the date
(Term loan – disbursement of disbursement till
II ) December 2014
(1)
The Company will be liable to pay penal interest at 2% per annum over and above the applicable rate of interest in the event of any failure to
repay the installment, on all amounts outstanding for the period of default.

Note 1:

1. Primary: Assignment of future lease rent receivables from the tenant/ licenses of the property, Treasure
Island including the future lease rent receivables from 6 th to 8th floor, Treasure Island, 11, Tukoganj, M.G.
Road, Indore.
2. Collateral: Exclusive first charge by way of equitable mortgage by deposit of title deeds of land
admeasuring 1,00,000 sq ft and building constructed/ to be constructed thereon, including 6 th to 8th floor
Treasure Island, 11, Tukogan, M.G. Road, Indore.
3. Personal guarantee of Manish Kalani.
4. Corporate guarantee of Padma Homes Private Limited and Kalani Brothers (Indore) Private Limited.

Corporate Actions

Certain corporate actions, for which the Company requires the prior written approval of the lenders, inter alia
include:

1. Change in the tenant (or lessee of 6th to 8th floor, Treasure Island, 11, Tukoganj, M.G. Road, Indore) during
the period of the loan.
2. Change in capital structure.
3. Implement any scheme of expansion/ modernisation/ diversification renovation or acquire any fixed assets
during any accounting year.
4. Formulate any scheme of amalgamation or re-construction.
5. Invest by way of share capital in, or lend or advance funds to, or place deposits with any other concern.
6. Enter into borrowing arrangement either secured or unsecured with any other bank, financial institutions,
company or persons.
7. Undertake guarantee obligations on behalf of any other company, firm or person
8. Declare dividends for any year except out of profits relating to that year after making all due necessary
provisions and provided further that no default had occurred in any repayment obligations.
9. Repay monies brought in by principal shareholders/ directors/ depositors
10. Make drastic changes in their management set up

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11. Effect change in the remuneration payable to the directors either in the form or sitting fees or otherwise.
12. Create further charge, lien or encumbrance over the assets and properties of the Company charged to the
bank in favour of any other bank, financial institutions, company, firm or persons.
13. Sale, assign, mortgage or otherwise dispose off any of the fixed assets charged to the bank.
14. Undertake any trading activity other than the sale of products arising out of its own operations.

(b) Non – Fund Based

S. Name of the Nature of Amount Amount Interest (in % Security

No. Lenders Borrowing Sanctioned (in outstanding as p.a.)
Rs. Million) of May 31,
2010
(in Rs. Million)
1. State Bank Letter of guarantee 4.55 4.55 - Refer Note 1
of Indore and hypothecation
agreement dated
October 7, 2005
2. UCO Bank Sanction letter 100.00 0.69 - Refer Note 2
dated May 17, 2008

Note 1:

1. The company has assigned by way of first charge and hypothecated whole of the Company‟s stocks of
construction material and equipment and other raw materials and stores whether raw or in process of
manufacture and all materials and all articles manufactured there from which now or hereafter from time to
time during this security shall be brought into store or be in or about the Company‟s godowns or premises
at 11, Tukoganj, Main Road, Indore or wherever else the same may be including any such goods in course
of transit or delivery.
2. Personal Guarantee of Manish Kalani.
3. Corporate Guarantee of Flexituff International Limited.

Note 2:

1. Primary: Assignment of future lease rent receivables from the tenants of the property, Treasure Island, 11,
Tukoganj, M.G. Road, Indore. Counter Guarantee/indemnity of the Company.
2. Collateral: Exclusive first charge by way of equitable mortgage by deposit of title deeds of land
admeasuring 100,000 sq. ft. and building constructed/ to be constructed thereon.
3. Personal Guarantee of Manish Kalani.
4. Corporate Guarantee of Padma Homes Private Limited and Kalani Brothers (Indore) Private Limited.

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 SECTION VI: LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS

Except as stated below there are no outstanding litigation, suits, criminal or civil prosecutions, proceedings or tax
liabilities against the Company, Promoters and Group Companies and there are no defaults, non-payment of
statutory dues, over-dues to banks/financial institutions, defaults against banks/financial institutions, defaults in
dues payable to holders of any debenture, bonds and fixed deposits and arrears of preference shares issued by the
Company, defaults in creation of full security as per terms of issue/other liabilities, proceedings initiated for
economic/civil/any other offences (including past cases where penalties may or may not have been awarded and
irrespective of whether they are specified under paragraph (I) of Part 1 of Schedule XIII of the Companies Act)
other than unclaimed liabilities of the Company and no disciplinary action has been taken by SEBI or any stock
exchanges against the Company, its Promoters, Group Companies or Directors.
a. Cases involving the Company
Litigation against the Company
1. Ajay Khare has filed a case before the Assistant Labour Commissioner, Indore against the Company
seeking reinstatement to services of the Company and claiming back wages alleging that his services were
terminated as he belonged to a backward caste. Ajay Khare was employed as the House Keeping
Supervisor in the Company from July 1, 2006 whose services were terminated by the Company. Ajay
Khare has sought an amount of Rs. 99,346 as backwages and compensation. The Company has stated that
Ajay Khare had abruptly stopped attending duty and abandoned his work for almost a year from May 28,
2007 and hence Ajay Khare‟s name was struck down from the roll of the Company. The matter is
currently pending for conciliation.
2. Piyush Jain and Dipak Kaushal (“Applicants”) have filed a case before the Additional District Judge,
Indore against the Company, Commissioner – Indore Municipal Corporation, Building Officer - Indore
Municipal Corporation and the Chairman – High Rise Committee, Indore. The Applicants have alleged
certain irregularities and violation of the provisions of the M.P. Municipal Corporation Act, 1956 and the
Madhya Pradesh Bhoomi Vikas Niyam, 1984 with respect to the construction of “Treasure Island” in
Indore and have sought removal of the illegal construction. The Company has replied stating that the
construction of the mall is in accordance with the applicable law and that it has received all requisite
permissions and approvals. The matter is currently pending.
3. Madhukar has filed a case before the Joint Civil Judge, Senior Division, Nanded against the Company,
Milind Narwade, Rahul Narwade, Nilesh Thakkar, Mohammed Mohasin and Mirza Samdani Baig. The
case is in relation to family dispute over the partition of the property bearing survey No.71/4/4
admeasuring 1H 27R situated at Vasarni Taluq in Nanded District, out of which 87R was bought by
NTBPL from Nilesh Thakkar and others who had in turn bought the property from Milind Narwade and
Rahul Narwade in the year 2003. Madhukar has alleged that the property is a joint family property which
has not been partitioned and has alleged fraud in the transfer of the said property. Madhukar has claimed
that he is entitled to half share of the said property. The Company has filed its reply stating that the
property was not bought by the Company but by its subsidiary NTBPL. It is also stated that the suit
property was not an ancestral property, as it was bought by Gangaram (F/o Milind and Rahul) and that
Madhukar has no right to claim partition. The matter is currently pending.
Litigation by the Company
1. The Company, KBIPL and PHPL (“Plaintiffs”) have filed a declaratory suit before the District Court,
Indore against Tata Finance Limited (“TFL”) and Saurabh Kalani in relation to the plot admeasuring
100,000 sq. ft. situated at 11, Tukoganj, Main Road, Indore where the Company has constructed a mall by
the name “Treasure Island” (“Plot”). TFL had advanced a loan to Gilt Pack Limited for which Saurabh
Kalani provided a personal guarantee of Rs. 5,000,000. TFL, later on obtained an arbitration award
against Saurabh Kalani for execution. Upon assignment of the debt to Kotak Mahindra Bank Limited by
TFL, the execution proceedings were carried on by Kotak Mahindra Bank Limited wherein the manager
of Kotak Mahindra Bank Limited filed an affidavit stating that Saurabh Kalani has right, title and interest
in the Plot. The Plaintiffs have sought a declaration that Company is the lessee and KBIPL and PHPL are

288
 the lessors of the said Plot and that Saurabh Kalani has no interest in the Plot. The matter is currently
pending.
2. The Company has filed an appeal before the Appellate Tribunal for Electricity, New Delhi against the
Madhya Pradesh Electricity Regulatory Commission (“State Commission”), Madhya Pradesh Paschim
Kshetra Vidyut Vitran Company Limited (“MPPKVVCL”), Indore and its senior accounts officer. In the
appeal, the Company has challenged the order dated October 3, 2008 passed by the State Commission in a
petition filed by the Company, wherein the Company had challenged the order dated April 23, 2007
passed by MPPKVVCL directing the disconnection of power supply to the Company‟s shopping mall
situated at 11, Tukoganj, Main Road, Indore. The order dated April 23, 2007 based on orders dated
October 31, 2006 and November 15, 2006 passed by the State Commission in a suo motu petition
directing MPPKVVCL to disconnect the single point HT connection served through bulk supply to a
group of non-domestic consumers as they do not fall within the 7 th proviso of section 14 of the Electricity
Act, 2003 and was further directed to provide individual connections to all such non-domestic consumers.
In the impugned order dated October 3, 2008 the State Commission upheld the order passed by
MPPKVVL and imposed a levy of Rs. 19,469,717 in accordance with the tariff applicable to the new
category “Shopping Malls” that was notified on April 15, 2008. The Company, in its appeal has sought to
set aside the order dated October 3, 2008 and the demand of Rs. 19,469,717. The matter is currently
pending.
3. The Company has filed a writ petition before the High Court of Madhya Pradesh, Indore Bench against
the Building Officer-Indore Municipal Corporation, challenging the notices dated September 11, 2008
and September 16, 2009 issued by the Building Officer asking the Company to demolish, remove or stop
the use of the shopping mall cum multiplex “Treasure Island” situated at 11, Tukoganj, Main Road,
Indore. The notices allege that (i) the height of the cinema hall is more than the height mentioned in the
approval; (ii) occupation certificate has not been obtained; and (iii) the Company converted the terrace in
to a hotel which was against the map that was approved. The Company has stated that it has received all
permits and approvals including the occupancy certificate for all the floors, except the eighth floor of the
mall, for which an application was made to the Building Officer on December 6, 2006. The Company has
also alleged that the action proposed to be taken by the Building Officer is against the principles of
natural justice. The Company has sought to restrain the Building Officer from interfering with the use and
enjoyment of the mall. The matter is currently pending.
4. The Company has filed a complaint before the First Class Judicial Magistrate, Indore against Suresh
Waran in relation to the dishonour of cheque of Rs. 300,000 issued by the accused. The cheque was
issued towards the payment of security deposit pursuant to a letter of intent dated September 12, 2008
between the Company and the accused for leave and license of a shop on the fifth floor of the Company‟s
mall situated at 11, Tukoganj, M.G. Road, Indore. The Company filed the complaint as the accused failed
to comply with the statutory notice issued by the Company on January 12, 2009. The matter is currently
pending.
Notices issued by the Company
The Company has issued a notice to Pranav Parikh, sole proprietor of Technova, Mumbai on the ground of
misrepresentation on the part of Pranav Parikh in relation to the leave and license agreement dated June 15, 2008
executed between Pranav Parikh, the Company and PML for an area admeasuring 4,540 sq. ft. on the second
floor and an area admeasuring 2,270 sq. ft. at the mezzanine level of the building known as Shree Laxmi
Woollen Mills Estate, Mumbai. The Company has alleged that Pranav Parikh had represented that construction
of the mezzanine area would only cost Rs. 1,500,000 and that the approval for the construction at the mezzanine
would be received from Bombay Municipal Corporation (“BMC”). However, approval for the construction at the
mezzanine was not received and BMC issued a stop work order. In the notice, the Company claimed an amount
of Rs. 5,538,268 from Pranav Parikh. In his reply dated May 29, 2009, Pranav Parikh alleged that the Company
had breached the terms of the leave and license agreement dated June 15, 2008 wherein the Company was
obliged to obtain all necessary approvals for the construction. Pranav Parikh alleged that the Company vacated
the premises during the lock in period and stopped paying the monthly fee payable in terms of the agreement.
Pranav Parikh claimed an amount of Rs. 13,264,776 from the Company in his reply. The Company replied on
July 16, 2009 denying the allegations and in turn sought an enhanced compensation of Rs. 22,217,982 in relation
to the amount paid to the architects employed by the Company during the period in which the construction work

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 was delayed and no work was possible in the office area, which was further enhanced to Rs. 23,285,205 by a
letter dated October 31, 2009. On October 6, 2009, Pranav Parikh sent a letter to the Company enhancing his
claim to Rs. 14,764,776 reflecting the additional cost incurred by him in relation to the construction work
undertaken at the mezzanine area.
Others

Madhya Pradesh Housing Board (“MPHB”) had initiated arbitration proceedings against the Company, PHPL
and KBIPL in 2007. The matter was in relation to a memorandum of understanding dated May 21, 2003
(“MoU”) entered between PHPL, KBIPL, MPHB and the Company, to set up a joint venture, being the
Company, for developing the property situated at 11, Tukoganj, Main Road, Indore into a „Housing cum Family
Entertainment Centre cum Multiplex cum Shopping Mall‟. In terms of the MoU, MPHB was entitled to 51% of
the voting rights in the Company in lieu of the supervisory services to be provided by MPHB and was
accordingly allotted 1,067,300 class A equity shares of face value of Rs. 10 each as partly paid up equity shares
for Re. 1 each, on July 7, 2003. The chairman of MPHB terminated the MoU by a letter dated November 25,
2003 on account of progress not having been made on the project. On March 9, 2004, MPHB alleged that the
MoU was still valid and claimed that the termination by the chairman of MPHB was unauthorized. MPHB, in the
arbitration petition, had amongst other claims, claimed an amount of Rs. 115 million which included
consideration for the supervisory services and compensation. The class A equity shares allotted to MPHB were
forfeited by the Company on April 5, 2007, as no supervisory services were provided by MPHB. The arbitral
tribunal on June 27, 2010 passed an award dismissing the claims made by MPHB and directing the Company to
pay an amount of Rs. 2,187,965 to MPHB on account of the Company utilizing the goodwill of MPHB to obtain
conversion of land use.
b. Cases involving Directors
A. Manish Kalani
1. State of Madhya Pradesh has filed a criminal complaint (No. 15020/2007) before the Chief Judicial
Magistrate, Indore against Manish Kalani and B. Rajesh Nair in their capacity as the directors of Naman
Mall Management Company Private Limited and others. The complaint has been filed under the
provisions of the Building and Other construction Workers (Regulation of Employment & Condition of
Service) Act, 1996 in relation to an accident at the construction site situated at 170, RNT Marg, Indore
resulting in the death of a contract labourer. The matter is currently pending.
2. Mahesh Garg has filed a complaint against Manish Kalani and others before the Director General of
Police and Superintendent of Police, Economic Offence Wing, Bhopal in relation to the change of land
use of the property situated at 11, M. G. Road, Indore from residential to commercial. It was alleged that
the land on which the Treasure Island mall was constructed was changed by the government to favour the
project. Subsequently a public interest litigation was filed by Kishore Samarite before the High Court of
Jabalpur seeking directions as no receipt was filed in relation to the matter. The High Court of Jabalpur
has by an order dated April 19, 2010 dismissed the public interest litigation. The matter is pending before
the Director General of Police and Superintendent of Police, Economic Offence Wing, Bhopal.
B. B. Rajesh Nair

For details, see “Outstanding Litigation and Material Defaults - Cases involving Directors - Manish Kalani” on
page 290 of this Draft Red Herring Prospectus.

C. Mukesh Kacker

A first information report was filed by the Special Police Establishment, Madhya Pradesh (“SPE”) against
Mukesh Kacker, in his capacity as the managing director of M.P. Urja Vikas Nigam and others in relation to the
alleged irregularities in the purchase and supply of 5,000 solar lanterns to M.P. Urja Vikas Nigam, a state public
sector undertaking, by M/s Kriti Fabricators Limited, Indore. Pursuant to the investigation, the SPE prosecuted
14 persons, including Mukesh Kacker under sections 13(1) (d) and 13(2) of the Prevention of Corruption Act,
1988 (“PC Act”) and section 120-B of the Indian Penal Code. However, it was contended that public servants are
protected from prosecution under the provisions of section 19 of the PC Act and under section 197 of the Code
of Criminal Procedure (“Cr.P.C”) and thus, they cannot be prosecuted unless the government concerned grants

290
 sanction for prosecution. In this case, the Government of Madhya Pradesh and the Government of India refused
to grant sanction to prosecute Mukesh Kacker under section 197 of the Cr.P.C. and under section 19 of the PC
Act respectively. However, after the voluntary retirement by Mukesh Kacker, the SPE filed a supplementary
charge-sheet in the case no. 2/05 against Mukesh Kacker on the ground that as of date no sanction was required
from the Government since he had retired from the government service. The objections raised by Mukesh
Kacker before the court of Special Judge, Bhopal, against taking such cognizance of the case were dismissed by
the order dated August 16, 2007. Mukesh Kacker then filed a petition under section 482 of Cr.P.C before the
Madhya Pradesh High Court against the order of the Special Judge, Bhopal, which was dismissed by its order
dated March 29, 2010. Thereafter, Mukesh Kacker has filed a special leave petition before the Supreme Court
challenging the order passed by the High Court of Madhya Pradesh challenging the taking of cognizance by the
Special Judge, Bhopal. The matter is currently pending.

c. Cases involving Subsidiaries

Cassandra Realty Private Limited (“CRPL”)

Notices issued by CRPL

CRPL has filed a complaint before Judicial Magistrate, Class I, Indore against M/s Sukhsagar Motors Private
Limited, Amandeep Singh Khanna and B.S. Khanna in relation to the dishonour of cheque of Rs. 5,000,000
issued by the accused. The cheque was issued by the accused as security for the inter corporate deposit of Rs.
5,000,000 placed by CRPL with the accused for a period of 30 days from June 30, 2009 to July 30, 2009. On the
request of the accused, the said inter corporate deposit was extended from July 30, 2009 to September 30, 2009.
CRPL has filed the case as the accused failed to comply with the requirement of the statutory notice issued by
CRPL on October 28, 2009. The accused had given post dated cheques in reply to the statutory notice dated
October 28, 2009 and stated that CRPL was intimated well in advance not to present the cheque. The matter is
currently pending.

Indore Treasure Market City Private Limited (“ITMCPL”) (Formerly known as Five Star Developers
Private Limited)

Cases filed against ITMCPL

Pradeep Hinduja has filed a case before the Additional District Judge, Indore against ITMCPL, Commissioner-
Indore Municipal Corporation and Joint Director Town and Country Planning, Indore alleging that ITMCPL has
been constructing a mall cum multiplex in Khajrana area, Indore in violation of plans approved by the Indore
Municipal Corporation (“IMC”). Pradeep Hinduja has sought for a direction from the court to the
Commissioner, IMC to remove the alleged illegal construction and to initiate legal action against the concerned
engineers of IMC. ITMCPL has filed its reply and has stated that the construction carried out by them is in
accordance with the permission of High-Rise Committee of the State Government and that there has been no
illegality in the construction. The matter is currently pending.

Indore Treasure Town Private Limited (“ITTPL”)

Notices received by ITTPL

1. ITTPL has received a notice dated September 19, 2009 from Advocate Arun Kumar Mundada on behalf
of Madhuri Tawari W/o Purushottam (“Notice”) alleging misrepresentation in relation to the booking
made by Madhuri for a unit in “Treasure Vihar”, a residential complex being developed by ITTPL.
Madhuri had paid an advance of Rs. 31,000 in lieu of the booking made by her for the unit. In the Notice
it was alleged that ITTPL had misrepresented that the rate of the unit was Rs. 1,400 per sq. ft. aggregating
to Rs. 841,000 and that in the receipt given it was stated that rate of the unit was Rs. 1,700 per sq. ft.
aggregating to Rs. 1,021,000. It is also alleged in the Notice that the flat has been sold to another person.
ITTPL replied on October 3, 2009 stating that there was no misrepresentation on the part of ITTPL and
that it was a misunderstanding of Madhuri. It has also been stated by ITTPL that the flat has been sold to
another person as Madhuri failed to make the payment of Rs. 70,000 within the stipulated period.

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 2. ITTPL has received a notice dated September 28, 2009 from Amar Singh Rathore (“Notice”) alleging
misrepresentation in relation to the booking made by Amar for a unit in “Treasure Town”, a residential
complex being developed by ITTPL. Amar had paid an advance of Rs. 51,000 in lieu of the booking
made by him for the unit. In the Notice it was alleged that ITTPL had misrepresented regarding the
schedule of payments. ITTPL replied on October 27, 2009 stating that there was no misrepresentation on
the part of ITTPL and also as Amar failed to comply with the necessary formalities and payment
schedule, ITTPL has cancelled his booking and refunded Rs. 51,000 which was received as an advance.

3. ITTPL has received a notice dated October 14, 2009 from Advocate G.S. Solanki on behalf of Rajesh
Tiwari (“Notice”) alleging misrepresentation in relation to the booking made by Rajesh for a unit in
“Treasure Vihar”, a residential complex being developed by ITTPL. Rajesh has paid an advance of Rs.
31,000 in lieu of the booking made by him for the unit. In the Notice it was alleged that ITTPL had
misrepresented regarding the rate and the schedule of payments and hence in addition to the advance
amounts he also claimed Rs. 50,000 as damages. ITTPL replied on October 29, 2009 sating that there was
no misrepresentation on the part of ITTPL and cancelled his booking and refunded Rs. 31,000 which was
received as an advance.

Nanded Treasure Bazaar Private Limited (“NTBPL”)

Notices received by NTBPL

NTBPL has received a notice dated September 29, 2009 from Advocate S.M. Chaoosh on behalf of M/s Devra
Constructions (“Notice”) seeking payment of balance amount due from NTBPL to Devra Constructions on
account of the construction work done pursuant to the work order dated May 2, 2007, in relation to the
construction of the shopping mall at Nanded, developed by NTBPL. Devra Constructions has claimed Rs.
22,072,363 consisting of Rs. 19,972,363 as the amount due from NTBPL and rent for six months on the props
and span in the premises of the shopping mall. NTBPL has sent its reply on November 10, 2009 stating that a
letter was sent to Devra Constructions by NTBPL on September 5, 2009 claiming that Devra Constructions had
received additional amount from NTBPL. It is stated that Devra Constructions had done actual work for Rs.
14,952,912 but had received Rs. 24,671,257 from NTBPL. The letter dated September 5, 2009 had claimed the
balance amount of Rs. 9,718,345 from Devra Constructions. NTBPL has now claimed Rs. 10,039,450 which
includes the balance amount payable and the interest at the rate of 18% and has denied all the claims made by
Devra Constructions in its notice dated September 29, 2009.

d. Cases involving Promoters

Manish Kalani

For details, see “Outstanding Litigation and Material Defaults - Cases involving Directors - Manish Kalani” on
page 290 of this Draft Red Herring Prospectus.

Kalani Brothers (Indore) Private Limited (“KBIPL”)

Cases filed against KBIPL

For details of the cases filed against KBIPL, see “Outstanding Litigation and Material Developments - Cases
involving Promoters - Cases filed against PHPL” on page 293 of this Draft Red Herring Prospectus.

Cases filed by KBIPL

1. KBIPL has filed a case (No. 8386/2004) before the Commissioner Municipal Corporation, Indore against
the Assessment Officer, Municipal Corporation, Indore in relation to the assessment of property tax.
KBIPL has challenged the demand made by the Municipal Corporation, Indore for property tax on
commercial use of the land for the mall namely, Treasure Island for the year 2004 - 2005 and has claimed
that the property tax for the year 2004 - 2005 in relation to the said land was already paid during the

292
 construction of the mall. The amount involved in the matter is Rs. 2.11 million. The matter is currently
pending.

2. KBIPL has filed a case (No. 2462/2004) before the Mayor - in - Council, Municipal Corporation, Indore
against the Commissioner of Indore Municipal Corporation and Assistant Engineer cum Assessment
Officer, Indore Municipal Corporation in relation to the assessment of property tax. KBIPL has
challenged the demand made by the Municipal Corporation, Indore for property tax on commercial use of
the land for the mall namely, Treasure Island for the year 2004 - 2005 and has claimed that the property
tax for the year 2004 - 2005 in relation to the said mall was already paid during the construction of the
mall. The amount involved in the matter is Rs. 2.11 million. The matter is currently pending.

Padma Homes Private Limited (“PHPL”)

Cases filed against PHPL

The State of Madhya Pradesh has filed a case (No. 80/06-07/48 (3)) before Collector of Stamp, Indore against
PHPL and KBIPL in relation to the payment of stamp duty on refundable security deposit with respect to the
property owned by PHPL and KBIPL situated at 11, Tukoganj, Main Road, Indore and leased out to the
Company. PHPL and KBIPL have stated that the stamp duty demanded is in excess of the amount payable in
accordance with the market value of the property. The matter is currently pending.

Cases filed by PHPL

Nil

e. Cases involving Group Companies

MRK Pipes Limited (“MRKPL”)

Cases filed by MRKPL

MRKPL has filed an appeal (No. 612/06-07) before the Commissioner of Income Tax (Appeals), Indore against
the Assistant Commissioner of Income Tax challenging the order dated December 1, 2006, passed by the
assessing officer for the assessment year 2004-05. In the assessment order dated December 1, 2006, the assessing
officer has made an addition of Rs. 2.41 million on account of non-verification of creditors under the provisions
of the Income Tax Act. MRKPL has sought to set aside the aforementioned addition made by the assessing
officer. The matter is currently pending.

Cases filed against MRKPL

Nil

Triple A Real Estates Private Limited (“TREPL”)

Cases filed against TREPL

Indore Development Authority and the State of Madhya Pradesh have filed two special leave petitions before the
Supreme Court of India, against TREPL and Saurabh Properties Private Limited challenging the order passed by
the High Court of Madhya Pradesh in relation to the dispute regarding a plot bearing survey no. 67/4/3 in village
Bicholi Hapsi, Indore, which is owned by TREPL. The site plan submitted by the TREPL to the Town and
Country Planning Department was not approved on the grounds that the said plot was included in the draft
development scheme No. 164 announced by the Indore Development Authority in the year 1994. Subsequently,
TREPL filed a writ petition in the High Court of Madhya Pradesh challenging the draft development scheme No.
164 announced by the Indore Development Authority in the year 1994, and the scheme was quashed by the High
Court by its order dated May 15, 2007. The High Court of Madhya Pradesh in a contempt petition filed by
TREPL, sanctioned the site plan and granted the permission for construction of the house on the said plot. The

293
said order has been challenged by the Indore Development Authority and the State of Madhya Pradesh before the
Supreme Court of India and the matters are still pending.

Cases filed by TREPL

Nil

Flexituff International Limited (“FIL”)

Cases filed against FIL

1. Cogent Silver Fiber Private Limited has filed a case (No. 1321/2005) before the High Court of Delhi
against Noble Fiber Technologies Inc., USA, Country Manager - Noble Fiber Technologies Inc. and FIL
seeking specific performance of a memorandum of understanding dated April 28, 2005 between Cogent
Silver Fiber Private Limited and Noble Fiber Technologies Inc. The memorandum of understanding was
in relation to exclusive marketing of the products of Noble Fiber Technologies Inc. under the brand name
“X – Static”. Cogent Silver Fiber Private Limited has alleged that Noble Fiber Technologies Inc. has
violated the terms of the memorandum of understanding and has entered into a marketing arrangement
with FIL. FIL has stated there is no marketing arrangement between FIL and Noble Fiber Technologies
Inc. The matter is currently pending.

2. The Assistant Development Commissioner Labour Department, has filed a criminal case (No. 2782/2009)
before the Chief Judicial Magistrate, Dhar against Pawan Kumar Jain and FIL in relation to the accidental
death of Gajanan Bawanthade on June 11, 2009 while loading a container in the factory premises of FIL.
The matter is currently pending.

Cases filed by FIL

1. FIL has filed a case (No. 38386/2007) before the District Court, Indore, against Verma Fibers and Suman
Verma under section 138 of the Negotiable Instruments Act, 1881 on the ground that the cheque no.
64870 issued by Verma Fibers was dishonoured with a remark “funds insufficient”. The cheque was
issued by Verma Fibers towards amount outstanding from Verma Fibers to FIL in relation to certain cloth
fabrics purchased by Verma Fibers from FIL. The amount involved in the matter is Rs. 0.1 million. The
matter is currently pending.

2. FIL has filed a criminal complaint before the Chief Judicial Magistrate, Dhar against Maxam Packaging
Inc., USA, Divya Shipping & Clearing Services Private Limited, Rushmi Logistics Private Limited and
Maersk India Private Limited in relation to misappropriation of a consignment of Jumbo Bags dispatched
on August 27, 2007. It has been alleged that the consignment was delivered without obtaining duly
discharged documents and accordingly FIL was not able to recover the payment. The Chief Judicial
Magistrate, Dhar has forwarded the case for police investigation. The matter is currently pending.

3. FIL has filed a writ petition (No. 254/2010) before the High Court of Madhya Pradesh against the
Commercial Tax Department seeking a direction to return the cheques issued by FIL. FIL had issued four
cheques aggregating to an amount of Rs. 9.39 million to the Commercial Tax Department towards the
levy of Entry Tax. It has been alleged that the Commercial Tax Department collected the tax payment
without adjudicating the liability to pay the tax. The matter is currently pending.

Notices issued by FIL

FIL has issued a notice on March 16, 2009 to Madhya Pradesh Audyogik Kendra Vikas Nigam (Indore) Limited
and its managing director claiming refund of the penalty and surcharge of Rs. 1,574,321 imposed on FIL for
allegedly drawing electric power in excess of the contracted demand. The matter is under discussion for
settlement.

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 GOVERNMENT APPROVALS

In view of the approvals listed below, the Company can undertake this Issue and its current business activities and
no further major approvals from any governmental or regulatory authority or any other entity are required to
undertake the Issue or continue the business activities. Unless otherwise stated, these approvals are all valid as of
the date of this Draft Red Herring Prospectus.

Approvals for the Issue

1. The Board of Directors have, pursuant to resolution passed at its meeting held on June 11, 2010, authorised
the Issue, subject to the approval by the shareholders of the Company under Section 81(1A) of the
Companies Act.

2. The shareholders have, pursuant to a resolution dated June 15, 2010 under Section 81(1A) of the
Companies Act, authorised the Issue.

3. In - principle approval from the NSE dated [●].

4. In - principle approval from the BSE dated [●].

Approvals in relation to incorporation, change of name and registered office

I. The Company

1. Certificate of Incorporation dated July 22, 1999 issued by the Registrar of Companies, Madhya Pradesh,
Gwalior to R.M.M. Construction Private Limited.

2. Fresh Certificate of Incorporation dated June 29, 2001 issued by the Registrar of Companies, Madhya
Pradesh & Chhattisgarh pursuant to change of its name to R.M.M. Construction Limited.

3. Fresh Certificate of Incorporation dated June 29, 2001 issued by the Registrar of Companies, Madhya
Pradesh & Chhattisgarh pursuant to change of its name to Entertainment World Developers Limited.

4. Fresh Certificate of Incorporation dated February 28, 2003 issued by the Registrar of Companies, Madhya
Pradesh & Chhattisgarh pursuant to change of its name to Entertainment World Developers Private
Limited.

5. Fresh Certificate of Incorporation dated April 5, 2007 issued by the Registrar of Companies, Maharashtra,
Mumbai pursuant to change of its name to EWDPL India Private Limited.

6. Fresh Certificate of Incorporation dated September 2, 2008 issued by the Registrar of Companies,
Maharashtra, Mumbai pursuant to change of its name to Entertainment World Developers Private Limited.

7. Fresh Certificate of Incorporation dated February 5, 2010 issued by the Deputy Registrar of Companies,
Maharashtra, Mumbai pursuant to change of its name to Entertainment World Developers Limited.

II. Subsidiaries of the Company

1. Ujjain Treasure Bazaar Private Limited

Certificate of Incorporation dated February 24, 2006 issued by the Deputy Registrar of
Companies, West Bengal to Horizon Complex Private Limited.

Certificate of Registration of company law board order for change of state from West Bengal to
Maharashtra dated May 8, 2008 issued by Assistant Registrar of Companies, Maharashtra
Mumbai.

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 Fresh Certificate of Incorporation dated September 29, 2008 issued by the Deputy Registrar of
Companies, Maharashtra, Mumbai pursuant to change of name from Horizon Complex Private
Limited to Ujjain Treasure Bazaar Private Limited.

2. Nanded Treasure Bazaar Private Limited

Certificate of Incorporation dated January 25, 2007 issued by the Registrar of Companies,
Maharashtra, Mumbai to Entertainment World Developers Nanded Private Limited.

Fresh Certificate of Incorporation dated September 23, 2008 issued by the Registrar of
Companies, Maharashtra, Mumbai pursuant to change of name from Entertainment World
Developers Nanded Private Limited to Nanded Treasure Bazaar Private Limited.

3. Amaravati Treasure Bazaar Private Limited

Certificate of Incorporation dated April 3, 2008 issued by the Assistant Registrar of Companies,
Maharashtra, Mumbai to Amaravati Entertainment World Developers Private Limited.

Fresh Certificate of Incorporation dated September 19, 2008 issued by the Registrar of
Companies, Maharashtra, Mumbai pursuant to change of name from Amaravati Entertainment
World Developers Private Limited to Amaravati Treasure Bazaar Private Limited.

4. EWDPL Residential Holdings Private Limited

Certificate of Incorporation dated July 23, 2007 issued by the Registrar of Companies,
Maharashtra, Mumbai to EWDPL Residential Holdings Private Limited.

5. EWDPL Five Star Hospitality Private Limited

Certificate of Incorporation dated March 13, 2008 issued by the Assistant Registrar of Companies,
Maharashtra, Mumbai to EWDPL Five Star Hospitality Private Limited.

6. Marvell Mall Development Company Private Limited

Certificate of Incorporation dated March 14, 2006 issued by the Assistant Registrar of Companies,
Maharashtra, Mumbai to Marvell Mall Development Company Private Limited.

7. The Baroda Commercial Corporation Limited

Certificate of Incorporation dated October 22, 1942 issued by the Registrar of Companies, Baroda
to The Baroda Commercial Corporation Limited.

8. Treasure World Developers Private Limited

Certificate of Incorporation dated July 18, 2006 issued by the Assistant Registrar of Companies,
Maharashtra, Mumbai to Gwalior Entertainment World Private Limited.

Fresh Certificate of Incorporation dated September 3, 2007 issued by the Deputy Registrar of
Companies, Maharashtra, Mumbai pursuant to change of name from Gwalior Entertainment
World Private Limited to Indore Entertainment World Developers Private Limited.

Fresh Certificate of Incorporation dated October 7, 2008 issued by the Deputy Registrar of
Companies, Maharashtra, Mumbai pursuant to change of name from Indore Entertainment World
Developers Private Limited to Treasure World Developers Private Limited.

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III. Subsidiaries of Treasure World Developers Private Limited

1. Raipur Treasure Island Private Limited

Certificate of Incorporation dated July 17, 2006 issued by the Assistant Registrar of Companies,
Maharashtra, Mumbai to Raipur Entertainment World Private Limited.

Fresh Certificate of Incorporation dated September 23, 2008 issued by the Deputy Registrar of
Companies, Maharashtra, Mumbai pursuant to change of name from Raipur Entertainment World
Private Limited to Raipur Treasure Island Private Limited.

2. Chandigarh Treasure Island Private Limited

Certificate of Incorporation dated July 25, 2006 issued by the Registrar of Companies, Punjab,
H.P. & Chandigarh to Turning Point Estates Private Limited.

Certificate of Registration of company law board order for change of state from Punjab to
Maharashtra dated July 18, 2008 issued by Assistant Registrar of Companies, Maharashtra,
Mumbai.

Fresh Certificate of Incorporation dated September 29, 2008 issued by the Deputy Registrar of
Companies, Maharashtra, Mumbai pursuant to change of name from Turning Point Estates Private
Limited to Chandigarh Treasure Island Private Limited.

3. Jabalpur Treasure Island Private Limited

Certificate of Incorporation dated June 29, 2006 issued by the Assistant Registrar of Companies,
Maharashtra, Mumbai to Entertainment World Jabalpur Private Limited.

Fresh Certificate of Incorporation dated October 8, 2008 issued by the Deputy Registrar of
Companies, Maharashtra, Mumbai pursuant to change of name from Entertainment World
Jabalpur Private Limited to Jabalpur Treasure Island Private Limited.

4. Annapoorna Entertainment World Developers Private Limited

Certificate of Incorporation dated April 18, 2007 issued by the Registrar of Companies,
Maharashtra, Mumbai, to Bhopal Entertainment World Developers Private Limited.

Fresh Certificate of Incorporation dated October 5, 2007 issued by the Deputy Registrar of
Companies, Maharashtra, Mumbai pursuant to change of name from Bhopal Entertainment World
Developers Private Limited to Annapoorna Entertainment World Developers Private Limited.

5. Indore Treasure Market City Private Limited

Certificate of Incorporation dated February 23, 2006 issued by the Deputy Registrar of
Companies, West Bengal to Five Star Developers Private Limited.

Certificate of Registration of company law board order for change of state from West Bengal to
Maharashtra dated May 8, 2008 issued by Assistant Registrar of Companies, Maharashtra
Mumbai.

Fresh Certificate of Incorporation dated November 25, 2008 issued by the Deputy Registrar of
Companies, Maharashtra, Mumbai pursuant to change of name from Five Star Developers Private
Limited to Indore Treasure Market City Private Limited.

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6. Udaipur Treasure Market City Private Limited

Certificate of Incorporation dated January 25, 2007 issued by the Assistant Registrar of
Companies, Maharashtra, Mumbai to Udaipur Entertainment World Private Limited.

Fresh Certificate of Incorporation dated September 29, 2008 issued by the Deputy Registrar of
Companies, Maharashtra, Mumbai pursuant to change of name from Udaipur Entertainment
World Private Limited to Udaipur Entertainment World Private Limited.

7. Dazzling Properties Private Limited

Certificate of Incorporation dated August 10, 2006 issued by the Assistant Registrar of
Companies, National Capital Territory of Delhi and Haryana to Dazzling Properties Private
Limited.

Certificate of Registration of company law board order for change of state from Delhi to
Maharashtra dated March 14, 2009 issued by Assistant Registrar of Companies, Maharashtra
Mumbai.

8. Entertainment World Developers Amritsar Private Limited

Certificate of Incorporation dated April 11, 2007 issued by the Registrar of Companies,
Maharashtra, Mumbai to Entertainment World Developers Amritsar Private Limited.

9. Chandigarh Entertainment World Private Limited

Certificate of Incorporation dated January 27, 2007 issued by the Assistant Registrar of
Companies, Maharashtra, Mumbai to Chandigarh Entertainment World Private Limited.

10. Jodhpur Entertainment World Developers Private Limited

Certificate of Incorporation dated September 10, 2007 issued by the Assistant Registrar of
Companies, Maharashtra, Mumbai to Jodhpur Entertainment World Developers Private Limited.

11. Treasure MEP Services Private Limited

Certificate of Incorporation dated February 12, 2008 issued by the Assistant Registrar of
Companies, Maharashtra, Mumbai to EWDPL Engineering Private Limited.

Fresh Certificate of Incorporation dated September 19, 2008 issued by the Deputy Registrar of
Companies, Maharashtra, Mumbai pursuant to change of name from EWDPL Engineering Private
Limited to Treasure MEP Services Private Limited.

12. Intesys Technologies Private Limited

Certificate of Incorporation dated March 7, 2008 issued by the Assistant Registrar of Companies,
Maharashtra, Mumbai to Intesys Technologies Private Limited.

13. Treasure Food & Beverages Private Limited

Certificate of Incorporation dated March 13, 2008 issued by the Assistant Registrar of Companies,
Maharashtra, Mumbai to EWDPL Food & Beverages Private Limited.

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 Fresh Certificate of Incorporation dated September 19, 2008 issued by the Deputy Registrar of
Companies, Maharashtra, Mumbai pursuant to change of name from EWDPL Food & Beverages
Private Limited to Treasure Food & Beverages Private Limited.

14. Cassandra Realty Private Limited

Certificate of Incorporation dated August 13, 1999 issued by the Registrar of Companies, Madhya
Pradesh, Gwalior to RMK Power Private Limited.

Fresh Certificate of Incorporation dated October 16, 2006 issued by the Registrar of Companies,
Madhya Pradesh and Chhattisgarh pursuant to change of name from RMK Power Private Limited
to Cassandra Reality Private Limited.

Fresh Certificate of Incorporation dated January 10, 2007 issued by the Registrar of Companies,
Madhya Pradesh and Chhattisgarh pursuant to change of name from Cassandra Reality Private
Limited to Cassandra Realty Private Limited.

15. Treasure Showcase Private Limited

Certificate of Incorporation dated May 3, 2007 issued by the Registrar of Companies,

Maharashtra, Mumbai to EWDPL Holdings Private Limited.

Fresh Certificate of Incorporation dated January 20, 2010, issued by the Deputy Registrar of
Companies, Maharashtra, Mumbai purusnat to change of name from EWDPL Holdings Private
Limited to Treasure Showcase Private Limited

16. Treasure Hospitality Private Limited

Certificate of Incorporation dated March 13, 2008 issued by the Assistant Registrar of Companies,
Maharashtra, Mumbai to EWDPL Raipur Hospitality Private Limited.

Fresh Certificate of Incorporation dated September 19, 2008 issued by the Deputy Registrar of
Companies, Maharashtra, Mumbai pursuant to change of name from EWDPL Raipur Hospitality
Private Limited to Treasure Hospitality Private Limited.

17. Indore Treasure Town Private Limited

Certificate of Incorporation dated February 23, 2006 issued by the Deputy Registrar of
Companies, West Bengal to 21st Centuri Properties Private Limited.

Fresh Certificate of Incorporation dated July 3, 2006 issued by the Assistant Registrar of
Companies, West Bengal pursuant to change of name from 21st Centuri Properties Private Limited
to Twenty First Century Properties Private Limited.

Certificate of Registration of company law board order for change of state from West Bengal to
Maharashtra dated May 8, 2008 issued by Assistant Registrar of Companies, Maharashtra
Mumbai.

Fresh Certificate of Incorporation dated December 29, 2008 issued by the Deputy Registrar of
Companies, Maharashtra, Mumbai pursuant to change of name from Twenty First Century
Properties Private Limited to Indore Treasure Town Private Limited.

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18. Wanderland Real Estates Private Limited

Certificate of Incorporation dated February 24, 2006 issued by the Deputy Registrar of
Companies, West Bengal to Wanderland Real Estates Private Limited.

19. Banglore Entertainment World Developers Private Limited

Certificate of Incorporation dated April 3, 2008 issued by the Assistant Registrar of Companies,
Maharashtra, Mumbai to Banglore Entertainment World Developers Private Limited.

IV. Subsidiaries of Indore Treasure Town Private Limited

1. Pune Entertainment World Developers Private Limited

Certificate of Incorporation dated April 19, 2007 issued by the Registrar of Companies,
Maharashtra, Mumbai to Pune Entertainment World Developers Private Limited.

2. Entertainment World Developers Bijalpur Private Limited

Certificate of Incorporation dated January 17, 2007 issued by the Registrar of Companies, West
Bengal to Entertainment World Developers Bijalpur Private Limited.

Certificate of Registration of company law board order for change of state from West Bengal to
Maharashtra dated May 8, 2008 issued by Assistant Registrar of Companies, Maharashtra
Mumbai.

Project wise approvals:

1. Chandigarh Treasure Island, Chandigarh

Approval (Memo No. 8455 / CTP (Pb) /SP-432 (Mohali)) dated October 22, 2008 issued by the
Chief Town Planner, Punjab, Chandigarh for change of land use for commercial purpose.

Grant of special package of incentive (Memo No CC/JDP/Mega/Turning/8388) dated November

15, 2006 issued by the Department of Industries and Commerce, Government of Punjab to the
mega multiplex project of Turning Point Estates Private Limited.

Approval (No.10054/CTP (PB) MPR-69) dated December 12, 2008 issued by the Chief Town
Planner, Office of Town and Country Planning, Chandigarh, regarding the building plan.

Technical sanction (No. 9179/CTP (PB) MPR-69) dated November 25, 2008 issued by the Chief
Town Planner, Country and Town Planning Department, Chandigarh, regarding the zoning plan
sheet No. ZN-01.

NOC (No. 319) dated January 28, 2009 issued by the Executive Engineer, PWD (B &R) Central
Works Division, Roopnagar, for setting up multiplex project in Village Badmajra.

Certificate (No. R-222/2008) dated April 30, 2008 issued by the Assistant Labour Commissioner,
Office of Registering Officer, Government of Punjab, under the provisions of the Contract Labour
(Regulation and Abolition) Act,1970, in relation to the registration of the contract labour.

Provisional NOC (No.22) dated June 29, 2009 issued by the Assistant Divisional Fire Officer, Fire
Brigade, S.A.S, for erection of building as part of the project at Badmajra, Mohali.

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 Environment Clearance (No. 21-1094/2007-IA.III) dated August 11, 2008 issued by the
Additional Director (IA), Ministry of Environment and Forests, Government of India for setting
up mall, multiplex and hotel project at Mohali, Punjab.

NOC (No. MHL/Hotel/57/2009/806) dated February 25, 2009 issued by the Punjab Pollution
Control Board for setting up of a multiplex cum mall and hotel at Badmajra, Mohali, valid for one
year from the date of issue or till the completion of the project, whichever earlier.

NOC from aviation angle (No. AirHQ/s17726/4/ATS(PC-CDLXXI)/Dy.No.550/F/2009/D(Air-II))

dated September 16, 2009 issued by the Ministry of Defence, Government of India, for
construction of mega multiplex in village Badmajra, Chandigarh, Punjab.

Sanction (Memo No. 733/CTP (PB)/MPR-69) dated February 22, 2010, issued by the Office of
Town and Country Planning, Punjab, for the revised business plans.

2. Surya Treasure Island, Bhilai

Approval dated March 18, 2008 issued by the Chairman, Site Approval Committee & the
Commissioner of Municipal Corporation at Bhilai, as permission for high rise.

Approval (No. 2247/Na.Gra.Ni./2008 and 105/Na.Gra.Ni./2007/) dated January 1 and July 24,
2008 issued by the Office of Joint Director, Town and Country Planning Department, Indore as a
permission for development for the purpose of multiplex.

Certificate (No. 336/DG/2008) dated May 20, 2008 issued by the Registering Officer, Office of
the Registering Officer, Government of Chhattisgarh, under the provisions of the Contract Labour
(Regulation and Abolition) Act,1970, in relation to the registration of the contract labour. The
licence is valid till December 31, 2010.

Environment Clearance (No. 27/SEAC-CG/EC/Bldg.Const./DRG/30/09) dated October 16, 2009

issued by the Member Secretary, State Level Environment Impact Assessment Authority,
Chhattisgarh.

Approval’s applied for:

Application dated August 12, 2009 to the Building Officer, Municipal Corporation, Bhilai for
renewal of permission (No. 2461) dated August 23, 2008 with respect to the building construction.

3. Raipur Treasure Island, Raipur (Jora)

Certificate (No. 532/RPR/2007) dated January 25, 2007 issued by the Registering Officer, Office
of the Registering Officer, Government of Chhattisgarh, under the provisions of the Contract
Labour (Regulation and Abolition) Act, 1970, in relation to the registration of the contract labour.

Certificate dated March 12, 2010, issued by the Land Diversion Branch, Collectors Office
Diversion Branch, Raipur, for the change of land for commercial use.

Environment Clearance (No. 21-594/2006-IA.III) dated January 31, 2008 issued by the Director
(IA), Ministry of Environment and Forests, Government of India for construction of shopping mall
cum multiplex at Raipur, Chhattisgarh.

Permission to Establish (No. 4564/TS/CECB/2008) dated August 07, 2008 issued by the Member
Secretary, Chhattisgarh Environment Conservation Board, Raipur, under the provisions of the
Water (Prevention & Control of Pollution) Act, 1974 and under the Air (Prevention & Control of
Pollution) Act, 1981.

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 Approval (No. 1547/NGN/PL-102007) dated March 28, 2007 issued by the Joint Director, City
and Village Investment, Raipur (C.G.) with regard to the development permission.

Approval (No. 5382/RPR/57/2007) dated June 28, 2008 issued by the Joint Director, City and
Village Investment, Raipur C.G., as permission for high rise.

Permission (No. 1983/NGN/CB/BN/Case No. 07/2007) dated April 25, 2007 issued by the Joint
Director, City and Village Investment, Raipur C.G, for the purpose of building construction.

Permission (No. 5512/NGN/Bhawan-07/07/2008) dated September 18, 2008 issued by the Joint
Director, Town and Country Planning, Raipur C.G., for the purpose of development.

4. Jabalpur Treasure Island, Jabalpur

Approval (No. 274/Nagrane/Baithak/Multi/07/L.171206) dated February 21, 2007 issued by the

Office of the Joint Director, Town and Country Planning Department, Jabalpur, and a consent
dated February 07, 2008 by the Site Approval Committee, formed for the purpose of permission
on High Buildings under Rule 14 of the Madhya Pradesh Land Development Rules, 1984.

Permission (No. B.Adhi/07/08/188) dated April 30, 2007 issued by the Building Officer, Office of
the Building Officer, Municipal Corporation, Jabalpur, for the purpose of construction/
reconstruction/ conversion of building till April 30, 2010.

Permission (No. 102/144) dated April 27, 2007 issued by the Officer of The Commissioner/
Competent Authority, Municipal Corporation, Jabalpur, for commencement of development works
in respect of construction of Multiplex in the approved layout.

Certificate (No. 102) dated April 17, 2007 issued by the Office of the Commissioner, Municipal
Corporation, Jabalpur, for the purpose of registration of Coloniser, valid till five years from the
period of bank guarantee.

Environment Clearance (No. 21-580/2006-I.A.III) dated January 07, 2008 issued by the Director
(IA), Ministry of Environment and Forests, Government of India for construction of shopping
mall-cum-multiplex at Jabalpur, M.P.

Permission to Establish (No.17381/TS/MPPCB/2008) dated September 29, 2008 issued by the

Member Secretary, Madhya Pradesh Pollution Control Board, Bhopal, under the provisions of the
Water (Prevention & Control of Pollution) Act, 1974 & under the Air (Prevention & Control of
Pollution) Act, 1981.

Permission (No. 579/Nagrani/07/L-171206) dated April 3, 2007 issued by the Joint Director,
Office of the Joint Director, Town and Country Planning, Jabalpur, for the purpose of building
construction.

Certificate (No. 05/2007) dated May 9, 2007 issued by the Registering Officer, Registering
Officer, Building Construction Department, Jabalpur, in relation to the registration of the contract
labour.

Certificate (No. 167/JBP/L/07) dated June 18, 2007 issued by the Licensing Officer, Officer of the
Registrar, Government of Madhya Pradesh, in relation to the registration of the contract labour.

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5. Ujjain Treasure Bazaar, Ujjain

Permission to Establish (No.9196/TS/MPPCB/2008) dated October 31, 2008 issued by the

Member Secretary, Madhya Pradesh Pollution Control Board, Bhopal, under the provisions of the
Water (Prevention & Control of Pollution) Act, 1974 & under the Air (Prevention & Control of
Pollution) Act, 1981.

Approval (No. 1457/PPU/1/07) dated September 3, 2007 issued by the Office of Deputy Director,
Urban and Rural Investment, Ujjain, regarding the high rise building approval given in the
committee meeting held on August 23, 2007.

Permission (No. 1888/PPU/130/07/NGN) dated December 17, 2007 issued by the Deputy
Director, Urban and Rural Investment, Ujjain for the purpose of development. The permission is
valid for three years from the date of issue.

Approval (No. 479/2007/3) dated March 30, 2009 issued by the Office of Municipal Corporation,
Ujjain, for the renovation work with regard to the building construction. The time period for the
construction has been increased for one more year from the date of issue of this approval.

Certificate of registration (No. 89) dated November 13, 2007 by the Office of Municipal
Corporation, Ujjain, for the registration of „M/s Horizon Complex Private Limited‟ as a builder
and developer. The registration is valid for a period of five years from the date of issue of this
certificate.

Certificate (No. 167/UJN.08) dated June 12, 2008 issued by the Registering Officer, Office of the
Registering Officer, Government of Madhya Pradesh, under the provisions of the Contract Labour
(Regulation and Abolition) Act, 1970, in relation to the registration of the contract labour. The
license is valid for five years from the date of issue.

Approval’s applied for:

Application dated January 28, 2010 to the Deputy Inspector General, Fire Police Services,
Madhya Pradesh, Indore for renewal of the provisional NOC (No.UMN/Fire Brigade/NOC/655-
D/07) issued dated August 8, 2007 for the purpose of fire brigade arrangement.

6. Treasure Market City (MR-10), Indore

Environment Clearance (No. 21-682/2006-I.A.III) dated June 11, 2007 issued by the Director
(IA), Ministry of Environment and Forests, Government of India for construction of shopping mall
cum multiplex, office building, 200 room hotel and residential apartments at Indore, Madhya
Pradesh.

Permission to Establish (No.6682/TS/MPPCB/2007) dated August 20, 2007 issued by the Member
Secretary, Madhya Pradesh Pollution Control Board, Bhopal, under the provisions of the Water
(Prevention & Control of Pollution) Act, 1974 and under the Air (Prevention & Control of
Pollution) Act, 1981.

Diversion order (Case No. 169-A-2/07-08) dated February 23, 2008 issued by the Court Divisional
Officer, Division Indore, regarding the diversion of 7.904 hectors of agricultural land into
Multiplex Complex u/s 172 (1) of Madhya Pradesh Revenue Code 1959.

Approval (No. 2333/SHMT/NGN/07) dated April 15, 2008 issued by the High Rise Committee,
Office of Town and Country Planning Department, Indore, for the construction of 60 meters high
building.

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 Permission (No. Dist.Office/NGN/276/08/5519) dated October 17, 2008 issued by the Office of
Joint Director, City and Village Nivesh, Indore, for the high rise building.

NOC (No. AAI/Indore/LM/7717) dated November 28, 2007 issued by the Manager, Airport
Authority of India.

NOC (No. 437/TS/NH/2007) dated February 25, 2008 issued by the Executive Engineer, PWD
NH division, Indore for usage of road the project.

Permission (No. SDM/T&CP/2006/2334) dated April 18, 2007 issued by the Office of the Joint
Director, Town & Country Planning, Indore, for the development, planning and construction of
multiplex premiseswithin a period of three years from the date of issue of the permission.

Permission (No. 24138//Building Permission/Zone no/08/2009) dated October 16, 2009 issued by
the Building Officer of Municipal Corporation, Indore, in relation to the construction of the
building. The permission is valid till September 22, 2012.

Certificate of registration (No. 293/C.C./2007/Indore) dated April 19, 2007 by the Commissioner,
Office of the Municipal Corporation, Indore, for the registration of „Five Star Developers Private
Limited‟ as a builder and developer. The registration is valid for a period of five years from the
date of issue of this certificate.

Certificate (No. 364/Ind/07) dated June 8, 2007 issued by the Registering Officer, Assistant
Labour Commissioner Indore Division, Indore, under the provisions of the Contract Labour
(Regulation and Abolition) Act, 1970, in relation to the registration of the maximum 20 contract
labour per day.

Approval (No. 278/col.cell/2006) dated May 9, 2007 issued by the Deputy Commissioner and
Officer Incharge of Colony Cell, Municipal Corporation, Indore, as a sanction of the site plan of
multiplex building on the land of village Khajrana.

7. Indore Central, Indore

Approval (No. 2196/NGN/SDM/2007) dated April 13, 2007 issued by the Office of Joint Director,
Urban and Rural Investment, Indore, regarding the High Rise Committee site approval to construct
30 meter high building.

Approval (No. SDM/TCP/2006/4363) dated May 29, 2006 issued by the Office of Joint Director,
Town and Country Planning, Indore, approving the site for construction of a shopping mall.

Certificate of registration (No. 24/K.S/2006/Indore) dated June 5, 2006 by the Commissioner,

Office of the Municipal Corporation, Indore, for the registration of „M/s Naman Mall Management
Company Private Limited‟ as a builder and developer. The registration is valid for a period of five
years from the date of issue of this certificate.

Certificate (No. 347/IND/2006) dated August 3, 2006 issued by the Office of Registrar,
Government of Madhya Pradesh, under the provisions of the Contract Labour (Regulation and
Abolition) Act, 1970, in relation to the registration of the contract labour.

Final NOC (Temporary) (No. PFS/HQ/NOC/FP-CELL/52-J) dated May 26, 2009 issued by the
IGP & Fire Authority, Police Fire Services, H.Q., Bhopal, in relation to the fire safety.

Permission to Establish (No. 66861/TS/MPPCB/2007) dated August 20, 2007 issued by the
Member Secretary, Madhya Pradesh Pollution Control Board, Bhopal, under the provisions of the

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 Water (Prevention & Control of Pollution) Act, 1974 and under the Air (Prevention & Control of
Pollution) Act, 1981.

NOC (No. AB/MNKR/2009) dated June 8, 2009 issued under the Rule 6 of Madhya Pradesh
Cinema (Control) 1972, by the Office of District Magistrate and Licencing Officer, Dist. Indore,
in relation to the showing of cinema. The NOC is valid for two years.

Approval (No. 22496) dated May 29, 2009 issued by the Building Officer, Office of the Municipal
Corporation, Indore, in relation to the partial occupancy of basement III, basement II, basement I,
ground floor, first floor, second floor, third floor, fourth floor and fifth floor except multiplex.

Permission (No. /S/Building Permission/North/South; File No. 107412) dated July 1, 2006 issued
by the Building Officer, Office of Municipal Corporation, Indore, in relation to the building
construction. The permission is valid till June 30, 2009.

Partial Permission (No. 800/BO-7/BP/09) dated July 17, 2009 issued by the Building Officer,
Office of the Municipal Corporation of Indore, for occupancy of the fourth floor, fifth floor
(multiplex) and sixth floor (office).

8. Nanded Treasure Bazaar, Nanded

Certificate (No. NED/ 168) dated May 14, 2007 issued by the Assistant Commissioner of Labour
and Licensing/ Registering Officer, Office of The Registering Officer, Government of
Maharashtra, under the provisions of the Contract Labour (Regulation and Abolition) Act, 1970,
in relation to the registration of the contract labour. The registration is valid till December 31,
2010.

Consent to Establish (No. BO/RO(P&P)/R/CC-219) dated March 5, 2008 issued by the Member
Secretary, Maharashtra Pollution Control Board, Mumbai, under the provisions of the Water
(Prevention & Control of Pollution) Act, 1974 and under the Air (Prevention & Control of
Pollution) Act, 1981 and Authorisation under Rule 5 of the Hazardous Wastes (Management &
Handling) Rules 1989 and Amendment Rules, 2003.

Consent to Operate (No. BO/RO(P&P)/AD-3039-09/CC-373) dated October 10, 2009 issued by

the Maharashtra Pollution Control Board, Mumbai, under the provisions of the Water (Prevention
& Control of Pollution) Act, 1974 and under the Air (Prevention & Control of Pollution) Act,
1981 and Authorisation under Rule 5 of the Hazardous Wastes (Management & Handling) Rules
1989 and Amendment Rules, 2003, valid till September 30, 2011.

Order (No. 08/MSB-2/JMB/NAP/CR-107) dated January 12, 2009 issued by the Collector, Office
of the Collector, Nanded, in relation to the amalgamation of land for commercial use.

Permission (No. NWCMC/TPS/134/A/09) dated December 16, 2009 issued by the Assistant
Director, Nanded Waghala City Municipal Corporation, Nanded, in relation to the building
construction. The interim construction sanction will be valid for one year from the date of issue.

Provisional NOC (No. Navashamanp/AVAS/NHPP/154/8) dated January 12, 2009 issued by the
Fire Brigade & Emergency Services, Nanded Vaghala City Corproation, Nanded, in relation to the
fire brigade arrangements.

9. Indore Treasure Town (Bijalpur), Indore

Order (Case No. 127/A2/08-09) dated December 29, 2008 issued by the Court of Divisional
Officer, Indore, with regard to the change of land use from agricultural land into non-agricultural
use only for the residential purposes.

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 Approval (No. 2616/2008/NGN/Indore) dated May 12, 2008 issued by the Office of Joint
Director, Town and Country Planning, Indore, in relation to the residential plan for the land at
village Bijalpur and for public use and semi public uses, office, complex and multiplex use of the
land at village Bijalpur.

Approval (No. 3742/LY-60/09NGN/09/Indore) dated July 3, 2009 issued by the Office of Joint
Director, Town and Country Planning, Indore, with regard to the plan.

Certificate of registration (No. KS/2009/Indore/387) dated July 21, 2009 issued by the
Commissioner, Office of the Municipal Corporation, Indore, for the registration of „M/s Indore
Treasure Town Private Limited; Entertainment World Developers Bijalpur Private Limited; Pune
Entertainment World Developers Private Limited‟ as a builder and developer. The registration is
valid for five years from the date of issue.

Certificate of registration (No. 389) dated August 7, 2009 issued by the The Commissioner,
Municipal Corporation of Indore, Madhya Pradesh, for registration of „M/s Indore Treasure Town
Private Limited; Entertainment World Developers Bijalpur Private Limited; Pune Entertainment
World Developers Private Limited‟ as a colonizer. The registration is valid for five years from the
date of issue.

Permission (No. 2315/Col.Cell/09) dated November 10, 2009 issued by the Deputy Commissioner
and Office Incharge, Office of Municipal Corporation of Indore, in relation to the development
work.

Permission (No 27027/Build Permission/North/South) dated May 25, 2010 issued by Building
Officer, Municipal Corporation, Indore in relation to construction of building valid till April 25,
2013.

NOC (No. 389) dated October 19, 2009 issued by the Member Secretary, Central Ground Water
Authority, Ministry of Water Resources, Indore, in relation to the abstraction of 1500 m3 per day
of ground water for drinking and domestic purposes.

Approval’s applied for:

Application dated December 29, 2006, made to the Superintendent Engineer, Madhya Pradesh
Pollution Control Board, Bhopal for the consent of Air and Water for proposed residential
township at Bijalpur, Indore.

10. Land Mark Treasure Town, Udaipur (Badgaon)

Environment Clearance (No. 21-1097/2007-IA.III) dated July 14, 2008 issued by the Additional
Director (IA), Ministry of Environment and Forests, Government of India for proposed
construction of residential project at Badgaon, Udaipur, Rajasthan.

Permission (No. B-Plan/NVP/208/1702) dated November 10, 2008 issued by the Office of the
City Development Authority, Udaipur, in relation to the building construction. The permission is
valid till 3 years from the date of issue of this permission.

Certificate (No. 11/08) dated October 31, 2008 issued by the Registration Officer, Labour
Department, Government of Rajasthan, in relation to the registration of the contract labour. The
registration is valid till November 2011.

Permission (No. B-Plan/NVP/2009/2412) dated October 22, 2009 issued by the Office of the City
Development Authority, in relation to the construction of residential flats.

306
 Permission (No. B-Plan/CDT/2010/7494) dated May 3, 2010 issued by the Office of the City
Development Trust, Udaipur in relation to the construction of residential flats.

Letter (No. UIT/Reg./08/714) dated July 14, 2008 issued by the office of the Urban Improvement
Trust, Udaipur, for the mutation of land.

11. Treasure Market City Udaipur, Udaipur (Shobhagpura)

Environment Clearance (No. 21-1096/2007-IA.III) dated July 14, 2008 issued by the Additional
Director (IA), Ministry of Environment and Forests, Government of India for proposed
construction of mall cum hotel, multiplex and residential complex at Udaipur, Rajasthan.

Approval (No. 91/2008) dated September 25, 2008 issued by the Member Secretary, State Level
Land Use Changes Committee, Rajasthan, Jaipur, in relation to the change of land use from
residential to commercial.

Letter (No. LandAllotment/ Relation/CIT/2009/3595) dated September 29, 2009 issued by the
Secretary, Office of City Development Trust, Udaipur, in relation to the amended allotment of the
land as a leasehold right for a period of 99 years.

Approval’s applied for:

Application dated November 10, 2008, made to the Member Secretary, Rajasthan State Pollution
Control Board, Jaipur for the grant of Consent to Establish under Air (Prevention & Control of
Pollution) Act, 1981 and Water (Prevention & Control Pollution) Act, 1974 for the proposed mall
cum residential cum hotel project of Udaipur Entertainment World Private Limited, Sobhagoura,
Udaipur, Rajasthan.

12. Treasure Fantasy, Indore

Order (Case no. 210/A-2/08-09) dated March 20, 2009 issued by the Divisional Officer, the Court
of Divisional Officer Revenue, Indore, in relation to the change of land use from agricultural to
residential and commercial purposes

Approval (No. NGN/Jica/2007/LY113/6527) dated October 10, 2007 issued by the Office of Joint
Director, Town and Country Planning Department, District Office, Indore, in relation to the use of
land for residential and commercial purpose.

Certificate (No. 17/2009) dated July 4, 2009 issued by the Office of the Divisional Officer,
Revenue, Indore, for the purpose of registration of Coloniser, valid till five years from the date of
issue of the certificate.

Approval (No. 5773/SP-199/09/T&CP/09) dated October 15, 2009 issued by the Joint Director,
Town and Country Planning Department, District Office, Indore, as permission for development
of plots/group housing and shops and multiplex. The permission is valid for three years from the
date of issue.

NOC (No. 21-4(37)NCR/CGWA/2008-873) dated October 19, 2009 issued by the Member
Secretary, Central Ground Water Authority, Ministry of Water Resources, Indore, in relation to
the abstraction of 1062 m2 per day of ground water for drinking and domestic purposes.

307
13. Treasure Island (Indore)

Partial Use Certificate (No. 1716) dated December 22, 2005, issued under the Rule 31 (G)
Schedule Appendix (H) and as per the Land Development Rule 1984, by the Office of Municipal
Corporation, Indore, as a NOC for use of the basement 3, ground floor and upto third floor.

Partial Use Certificate (No. 70/BO) dated April 7, 2006 issued under the Rule 31 (G) Schedule
Appendix (H) Issued as per the Land Development Rule 1984, by the Office of Municipal
Corporation, Indore, as a permission to use the fourth and fifth floor.

Partial Use Certificate (No. 675/BO) dated July 12, 2007, issued under the Rule 31 (G) Schedule
Appendix (H) Issued as per the Land Development Rule 1984, by the Indore Municipal
Corporation, Indore, as a permission to use the sixth and seventh floor.

14. Treasure Bazaar, Amaravati

Order (No./NAP-34/SATURNA-18/2008-2009) dated January 5, 2009 issued by the Office of the

Collector, Amaravati, with regard to the change of land use from agricultural land into commercial
purpose.

Permission (No. AMNP/SSNR/BP/139/08) dated November 7, 2008, issued by the Office of

Amaravati Corporation, Amaravati, in relation to the construction on the area.

Permission (No. 854) dated November 14, 2008 issued by the Town Planning Corporation,
Amaravati for commencement of construction work till November 13, 2009.

15. Treasure Bazaar, Baroda

NOC (No. AAI/20012/841/2006-ARI(NOC)) dated November 10, 2006 issued by the Airport
Authority of Inidia, New Delhi, in relation to the construction of the proposed building by The
Baroda Commercial Corporation Limited.

Preliminary fire NOC (No. ASJ 3784/05-07) dated February 20, 2007 issued by the Fire Brigade
and Emergency Services, Vadodra for the fire safety to be implemented in the proposed multi
floor building construction.

Zone certificate (No. UDA/Bh.po.t.v.o/zone cert/1/2006) dated December 13, 2006 issued by the
Vadodra City Development Authority, Vadodra.

Approvals regarding Intellectual Property Rights

A. Trademark Licenses:

Trademark No. 1538464 granted to the Company in Class “42” under the name of “Entertainment
World Developers Private Limited” with respect to food and dirks, temporary accommodation,
rest homes, retirement homes, computer programming, rental of portable buildings, architectural
construction, hotel, restaurant, cafeterias, rental of meeting rooms and other services cannot be
classified in other classes, valid for a period of 10 years from October 14, 2008.

Trademark No. 1538461 granted to the Company in Class “36” under the name of “Entertainment
World Developers Private Limited” with respect to insurances, financial affairs, monetary affairs,
real estate affairs, valid for a period of 10 years from October 10, 2008.

Trademark No. 1538462 granted to the Company in Class “37” under the name of “Entertainment
World Developers Private Limited” with respect to building construction & supervision,

308
maintenance and repairing services, construction information, rental of construction equipment,
mining extraction, pluming, painting, interior, and exterior, road paving, underwater repair,
building insulating, safe maintenance and repair, restoration repair, installation services in
shipping industry, cleaning services, chimney cleaning, dry cleaning, disinfecting, housekeeping
services, lubrication services, township, valid for a period of 10 years from October 10, 2008.

Trademark No. 1538463 granted to the Company in Class “41” under the name of “Entertainment
World Developers Private Limited” with respect to education, providing of training,
entertainment, sporting and cultural activities, shopping malls, production of shows, arranging and
conducting of symposiums, providing of recreation facilities and information, valid for a period of
10 years from October 11, 2008.

Trademark No. 1491358 granted to Five Star Developers Private Limited and Entertainment
World Developer Private Limited in Class “37” under the name of “TREASURE CITY” with
respect to township, building and construction services, valid for a period of 10 years from March
28, 2008.

Trademark No. 1489285 granted to the Company in Class “37” under the name of “THE
MIRAGE” with respect to building construction, valid for a period of 10 years from March 28,
2008.

Trademark No. 1489378 granted to the Company in Class “41” under the name of “THE
MIRAGE” with respect to multiplex theatre included, valid for a period of 10 years from March
28, 2008.

Trademark No. 1050238 granted to Entertainment World Developers Limited in Class “16” under
the name of “THE MIRAGE” with respect to publication, stationery & printed matter, valid for a
period of 10 years from July 6, 2006.

Trademark No. 1044912 granted to the Company in Class “16” under the name of “TREASURE
ISLAND” with respect to publication stationery and printed matter valid for a period of 10 years
from July 1, 2007.

Trademark No. 1538468 granted to the Company in Class “41” under the name of “EWDPL” with
respect to education, providing of training, entertainment, sporting and cultural activities,
shopping malls, production of shows, arranging and conducting of symposiums, providing of
recreation facilities and information, valid for a period of 10 years from March 9, 2007.

Trademark No. 01636485 granted to the Company in Class “36” under the name of “TREASURE
HOMES” with respect to real estate affairs.

Trademark No. 01636486 granted to the Company in Class “37” under the name of “TREASURE
HOMES” with respect to township, building constructions of residential and commercial
complexes.

Trademark No. 01636487 granted to the Company in Class “41” under the name of “TREASURE
HOMES” with respect to shopping mall multiplex theatre and other entertainment services.

Trademark No. 01636488 granted to the Company in Class “42” under the name of “TREASURE
HOMES” with respect to providing of food drinks, temporary accommodation.

Trademark No. 01681882 granted to the Company in Class “36” under the name of “TREASURE
TOWN” with respect real estate affairs, property brokerage and related consultancy.

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Trademark No. 01681883 granted to the Company in Class “37” under the name of “TREASURE
TOWN” with respect township, building construction of residential and commercial complexes,
repair and maintenance of building.

Trademark No. 01636493 granted to the Company in Class “36” under the name of “TREASURE
MARKET CITY” with respect real estate affairs.

Trademark No. 01636494 granted to the Company in Class “37” under the name of “TREASURE
MARKET CITY” with respect township, building constructions of residential and commercial
complexes.

Trademark No. 01636496 granted to the Company in Class “42” under the name of “TREASURE
MARKET CITY” with respect providing of food drinks, temporary accommodation.

Trademark No. 01636489 granted to the Company in Class “36” under the name of “TREASURE
BAZAR” with respect real estate affairs.

Trademark No. 01636491 granted to the Company in Class “37” under the name of “TREASURE
BAZAR” with respect township, building constructions of residential and commercial complexes.

Trademark No. 01636492 granted to the Company in Class “42” under the name of “TREASURE
BAZAR” with respect providing of food and drinks temporary accommodation.

Trademark No. 01636481 granted to the Company in Class “36” under the name of
“TREASURE” with respect real estate affairs.

Trademark No. 01636482 granted to the Company in Class “37” under the name of
“TREASURE” with respect township, building constructions of residential and commercial
complexes.

Trademark No. 01636483 granted to the Company in Class “41” under the name of
“TREASURE” with respect shopping mall, multiplex theatre and other entrainment services.

Trademark No. 01636484 granted to the Company in Class “42” under the name of
“TREASURE” with respect providing of food drinks, temporary accommodation.

Trademark No. 01636497 granted to the Company in Class “36” under the name of “TI” with
respect real estate affairs.

Trademark No. 01636498 granted to the Company in Class “37” under the name of “TI” with
respect township, building constructions of residential and commercial complexes.

Trademark No. 01636499 granted to the Company in Class “41” under the name of “TI” with
respect shopping mall. multiplex theatre and other entertainment services.

Trademark No. 01636500 granted to the Company in Class “42” under the name of “TI” with
respect providing of food and drinks, temporary accommodation.

Trademark No. 1674796 granted to EWDPL Food & Beverages Private Limited in Class “42”
under the name of “PUNJABI TADKA” with respect restaurants, hotels, cafeterias, fast food, self
service restaurants, snack and sandwich bar services, coffee bar & other food & drinks related
services included in class 42.

Trademark No. 1674793 granted to EWDPL Food & Beverages Private Limited in Class “42”
under the name of “COCONUT CHUTNEY‟S” with respect restaurants, hotels, cafeterias, fast

310
 food, self service restaurants, snack and sandwich bar services, coffee bar & other food & drinks
related services included in class 42.

Trademark No. 1674795 granted to EWDPL Food & Beverages Private Limited in Class “42”
under the name of “PUNJABI TADKA” with respect restaurants, hotels, cafeterias, fast food, self
service restaurants, snack and sandwich bar services, coffee bar & other food & drinks related
services included in class 42.

Trademark No. 1674794 granted to EWDPL Food & Beverages Private Limited in Class “42”
under the name of “COCONUT CHUTNEY‟S” with respect restaurants, hotels, cafeterias, fast
food, self service restaurants, snack and sandwich bar services, coffee bar & other food & drinks
related services included in class 42.

Trademark No. 1538465 granted to the Company in Class “35” under the name of “EWDPL”
with respect importers and exporters, marketing and distributions, advertising, subscriptions
agency for magazine newspaper, journal, business management, business administration, office
functions, sales promotion, help in the working and management of commercial undertakings.

Trademark No. 1538466 granted to the Company in Class “36” under the name of “EWDPL”
with respect insurance, financial affairs, monetary affairs, real estate affairs.

Trademark No. 1538467 granted to the Company in Class “37” under the name of “EWDPL”
with respect building construction & supervision, maintenance & repairing services, construction
information, rental of construction equipment, mining extraction, plumbing, painting, interior and
exterior, road paving, underwater repair, building insulating, safe maintenance & repair,
restoration repair; installation services in shipping industry, cleaning services, chimney cleaning,
dry cleaning, disinfecting, housekeeping services, lubrication services, township.

Trademark No. 1538469 granted to the Company in Class “42” under the name of “EWDPL”
with respect providing of food and drinks, temporary accommodation, rest homes, retirement
homes, computer programming , rental of portable buildings, architectural consultation, hotel,
restaurant, cafeterias, rental of meeting rooms and other services cannot be classified in other
classes.

Trademark No. 1538460 granted to the Company in Class “35” under the name of “Entertainment
World Developers Private Limited” with respect importers and exporters, marketing and
distributions, advertising, subscriptions agency for magazine newspaper, journal, business
management, business administration, office functions, sales promotion, help..

Trademark No. 1636501 granted to the Company in Class “36” under the name of “TREASURE
CITY” with respect real estate affairs.

Trademark No. 1636502 granted to the Company in Class “42” under the name of “TREASURE
CITY” with respect providing of food and drinks, temporary accommodation.

Trademark No. 1636505 granted to the Company in Class “36” under the name of “TREASURE
ISLAND” with respect real estate affairs.

B. Copyright Licenses

Copyright Registration Certificate No. A-81801/2008 granted to Five Star Developers Private
Limited under the name of “Treasure City” issued on January 7, 2008.

Copyright Registration Certificate No. A-81866/2008 granted to EWDPL India Private Limited
under the name of “EWDPL” issued on November 17, 2007.

311
C. Applications pending for registration of trademarks

Name of the company Trade mark applied Date of Class Application

for application Number
M/s EWDPL India Private “TREASURE December 10, 41 01636495
Limited MARKET CITY” 2007
M/s EWDPL India Private “EWDPL India Private June 19, 2007 37 01569829
Limited Limited”
M/s EWDPL India Private “TREASURE BAZAR” December 10, 41 01636490
Limited 2007
M/s Treasure Food & “FOOD.COM” November 25, 42 1888354
Beverages Private Limited 2009
M/s Treasure Food & “THANDA FUNDA” May 23, 2009 42 1888370
Beverages Private Limited
M/s Treasure Food & “NAWABI BLUE” May 23, 2009 42 1888348
Beverages Private Limited
M/s Treasure Food & “105 EAST” May 23, 2009 42 1888352
Beverages Private Limited
M/s EWDPL Food & “ORIENTAL SPICE” March 27, 2008 42 1674797
Beverages Private Limited
M/s EWDPL Food & “ORIENTAL SPICE” March 27, 2008 42 1674798
Beverages Private Limited (logo)
EWDPL India Private Limited “TREASURE CITY” December 31, 41 1636503
2007
EWDPL India Private Limited “TREASURE CITY” December 31, 37 1636504
2007
Entertainment World “TREASURE VIHAR” June 2, 2010 35 1974452
Developers Limited
Entertainment World “GREEN GOLD” June 2, 2010 36 1974455
Developers Limited
Entertainment World “GREEN GOLD” June 2, 2010 37 1974457
Developers Limited
Entertainment World “GREEN GOLD” June 2, 2010 35 1974454
Developers Limited
Entertainment World “TREASURE VIHAR” June 2, 2010 36 1974453
Developers Limited
Entertainment World “TREASURE VIHAR” June 2, 2010 37 1974456
Developers Limited

Tax related registrations

S. Name of the Company Service Tax Code PAN

No.
1. Entertainment World Developers AAACE9739KST001 AAACE9739K
Limited (Formerly Entertainment World
Developers Private Limited)
2. Treasure Food & Beverages Private AABCE9406EST001 , ODC/99 AABCE9406E
Limited (Formerly EWDPL Food &
Beverages Private Limited )
3. Indore Treasure Market City Private AAACF9660QST001R- AAACF9660Q
Limited (Formerly Five Star Developers ST/IND/ARCH/129/2006-07
Private Limited.)
4. Naman Mall Management Company AACCN1164HST001(R- AACCN1164H
Private Limited ST/IND/GTA/1957/2006-07)

312
 S. Name of the Company Service Tax Code PAN
No.
5. Indore Treasure Town Private Limited AAACZ2541GST001(R- AAACZ2541G
(Formerly Twenty First Century ST/IND/ARCH/130/2006-07)
Properties Private Limited.)
6. Chandigarh Treasure Island Private AACCT7457RST001 / GTA-2229 AACCT7457R
Limited (Formerly Turning Point Estates
Private Limited)
7. Intesys Technologies Private Limited AABCI8639RST002 WCS/27 AABCI8639R
8. Nanded Treasure Bazaar Private Limited AABCE7134RST001 , GTA-2031 AABCE7134R
(Formerly Entertainment World
Developers Nanded Private Limited)

9. Udaipur Treasure Market City Private AAACU8782CST001 / GTA-2228 AAACU8782C

Limited. (Formerly Udaipur
Entertainment World Limited.)
10. Treasure MEP Services Private Limited AABCE9208QST001, CE/259 AABCE9208Q
(Formerly EWDPL Engineering Private
Limited.)
11. Jabalpur Treasure Island Private Limited AABCE6191JST001 , GTA-2032 AABCE6191J
( Formerly Entertainment World
Jabalpur Private Limited )
12. Raipur Treasure Island Private Limited AADCR3382GST001, AADCR3382G
(Formerly Raipur Entertainment World GTA-2030
Private Limited)
13. Treasure World Developers Private AACCG6934EST001/MC/96 AACCG6934E
Limited
14. Ujjain Treasure Bazaar Private Limited AABCH6953MST001 / GTA-2227 AABCH6953M
(Formerly Horizon Complex Private
Limited)
15. Amaravati Treasure Bazaar Private - AAHCA0086G
Limited
16. Entertainment World Developers - AABCE7814N
Amritsar Private Limited
17. Annapoorna Entertainment World - AADCB1542J
Developers Private Limited
18. Banglore Entertainment World - AADCB4307M
Developers Private Limited
19. Entertainment World Developers - AABCE7049R
Bijalpur Private Limited
20. Cassandra Realty Private Limited - AACCR0633H
21. Chandigarh Entertainment World Private - AADCC0029R
Limited
22. Dazzling Properties Private Limited - AACCD4633P
23. Treasure Showcase Private Limited - AABCE7813M
24. Treasure Hospitality Private Limited AABCE9403BST001 AABCE9403B
25. EWDPL Residential Holdings Private - AABCE8455D
Limited
26. Jodhpur Entertainment World - AABCJ8852H
Developers Private Limited
27. Pune Entertainment World Developers - AACEP2817R
Private Limited
28. Surya Treasure Island Private Limited AADCB1463EST001 AADCB1463E
29. Five Star Hospitality Privae Limited - AABCE9404G

313
 OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for the Issue

The Issue has been authorised by the resolution of the Board of Directors passed at their meeting held on June 11,
2010, subject to the approval of shareholders through a special resolution to be passed pursuant to section 81 (1A) of
the Companies Act.

The shareholders have authorised the Issue by a special resolution passed pursuant to Section 81(1A) of the
Companies Act at the Extra-Ordinary General Meeting of the Company held on June 15, 2010.

Prohibition by SEBI

The Company, Promoter, Directors, Promoter Group entities and Group Companies have not been prohibited from
accessing or operating in capital markets under any order or direction passed by SEBI.

The companies, with which Promoter, Directors or persons in control of the Company are associated as promoters,
directors or persons in control have not been prohibited from accessing or operating in capital markets under any
order or direction passed by SEBI.

Details of the entities that our Directors are associated with, which are engaged in securities market related business
and are registered with SEBI for the same, have been provided to SEBI.

Prohibition by RBI

Except as stated below, neither the Company, its Promoters, the Directors, the relatives of Promoters (as defined
under the Companies Act) or the Group Companies have been identified as wilful defaulters by the RBI or any other
governmental authority. There are no violations of securities laws committed by them in the past or are pending
against them.

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 Gilt Pack
Limited, was included in the list of wilful defaulters by RBI.

Eligibility for the Issue

The Company is eligible for the Issue in accordance with the Regulation 26(2) of the SEBI Regulations, which states
as follows:

(2) “An issuer not satisfying any of the conditions stipulated in sub-regulation (1) may make an initial public
offer if:

(a) (i) the issue is made through the book building process and the issuer undertakes to allot at
least fifty per cent. of the net offer to public to qualified institutional buyers and to refund
full subscription monies if it fails to make allotment to the qualified institutional buyers;

OR

(ii) at least fifteen per cent. of the cost of the project is contributed by scheduled commercial
banks or public financial institutions, of which not less than ten per cent. shall come from
the appraisers and the issuer undertakes to allot at least ten per cent. of the net offer to
public to qualified institutional buyers and to refund full subscription monies if it fails to
make the allotment to the qualified institutional buyers;

314
 AND

(b) (i) the minimum post-issue face value capital of the issuer is ten crore rupees;

OR

(ii) the issuer undertakes to provide market-making for at least two years from the date of
listing of the specified securities, subject to the following:

(A) the market makers offer buy and sell quotes for a minimum depth of three
hundred specified securities and ensure that the bid-ask spread for their quotes
does not, at any time, exceed ten per cent.;

(B) the inventory of the market makers, as on the date of allotment of the specified
securities, shall be at least five per cent. of the proposed issue.”

We are an unlisted company not complying with the conditions specified in the Regulations 26(1) SEBI Regulations
and are therefore required to meet both the conditions detailed in Clause (a) and Clause (b) of Regulation 26(2) of
the SEBI Regulations.

We are complying with Regulation 26(2) (a) (i) of the SEBI Regulations and at least 50% of the Issue is
proposed to be allocated to QIBs and in the event we fail to do so, the full subscription monies shall be
refunded to the Bidders.

We are complying with Regulation 43(2) of the SEBI Regulations and Non-Institutional Bidders and Retail
Individual Bidders will be allocated 15% and 35% of the Issue respectively.

We are also complying with Regulation 26(b)(i) of the SEBI Regulations and the post-issue face value
capital of the Company shall be Rs. 1,297.63 million, which is more than the minimum requirement of Rs.
10 Crore (Rs. 100 million).

Hence, we are eligible for the Issue under Regulation 26(2) of the SEBI Regulations.

Disclaimer Clause of SEBI

AS REQUIRED, A COPY OF THE DRAFT RED HERRING PROSPECTUS HAS BEEN SUBMITTED TO
SEBI. IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRAFT RED HERRING
PROSPECTUS TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE
SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY
RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE
PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF
THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DRAFT RED HERRING
PROSPECTUS. THE BOOK RUNNING LEAD MANAGERS HAVE CERTIFIED THAT THE
DISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUS ARE GENERALLY
ADEQUATE AND ARE IN CONFORMITY WITH SEBI (ISSUE OF CAPITAL AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2009 IN FORCE FOR THE TIME BEING. THIS REQUIREMENT
IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING AN
INVESTMENT IN THE PROPOSED ISSUE.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY

RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE DRAFT RED HERRING PROSPECTUS, THE BOOK RUNNING LEAD
MANAGERS ARE EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY
DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS
PURPOSE, THE BOOK RUNNING LEAD MANAGERS, HAVE FURNISHED TO SEBI, A DUE

315
DILIGENCE CERTIFICATE DATED JULY 12, 2010 WHICH READS AS FOLLOWS:

WE, THE LEAD MERCHANT BANKER(S) TO THE ABOVE MENTIONED FORTHCOMING ISSUE,
STATE AND CONFIRM AS FOLLOWS:

1. WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO

LITIGATION LIKE COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH
COLLABORATORS, ETC. AND OTHER MATERIAL IN CONNECTION WITH THE
FINALISATION OF THE DRAFT RED HERRING PROSPECTUS (IN CASE OF A BOOK BUILT
ISSUE) / DRAFT PROSPECTUS (IN CASE OF A FIXED PRICE ISSUE) / LETTER OF OFFER (IN
CASE OF A RIGHTS ISSUE) PERTAINING TO THE SAID ISSUE;

2. ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE ISSUER, ITS
DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES, AND INDEPENDENT
VERIFICATION OF THE STATEMENTS CONCERNING THE OBJECTS OF THE ISSUE, PRICE
JUSTIFICATION AND THE CONTENTS OF THE DOCUMENTS AND OTHER PAPERS
FURNISHED BY THE ISSUER, WE CONFIRM THAT:

(A) THE DRAFT RED HERRING PROSPECTUS FILED WITH THE BOARD IS IN
CONFORMITY WITH THE DOCUMENTS, MATERIALS AND PAPERS RELEVANT TO
THE ISSUE;

(B) ALL THE LEGAL REQUIREMENTS RELATING TO THE ISSUE AS ALSO THE
REGULATIONS GUIDELINES, INSTRUCTIONS, ETC. FRAMED/ISSUED BY THE
BOARD, THE CENTRAL GOVERNMENT AND ANY OTHER COMPETENT
AUTHORITY IN THIS BEHALF HAVE BEEN DULY COMPLIED WITH; AND

(C) THE DISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUS ARE TRUE,
FAIR AND ADEQUATE TO ENABLE THE INVESTORS TO MAKE A WELL INFORMED
DECISION AS TO THE INVESTMENT IN THE PROPOSED ISSUE AND SUCH
DISCLOSURES ARE IN ACCORDANCE WITH THE REQUIREMENTS OF THE
COMPANIES ACT, 1956, THE SECURITIES AND EXCHANGE BOARD OF INDIA
(ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009
AND OTHER APPLICABLE LEGAL REQUIREMENTS.

3. WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN THE

DRAFT RED HERRING PROSPECTUS ARE REGISTERED WITH THE BOARD AND THAT
TILL DATE SUCH REGISTRATION IS VALID.

4. WE HAVE SATISFIED OURSELVES ABOUT THE CAPABILITY OF THE UNDERWRITERS TO

FULFIL THEIR UNDERWRITING COMMITMENTS.

5. WE CERTIFY THAT WRITTEN CONSENT FROM PROMOTERS HAS BEEN OBTAINED FOR
INCLUSION OF THEIR SPECIFIED SECURITIES AS PART OF PROMOTERS‟ CONTRIBUTION
SUBJECT TO LOCK-IN AND THE SPECIFIED SECURITIES PROPOSED TO FORM PART OF
PROMOTERS‟ CONTRIBUTION SUBJECT TO LOCK-IN SHALL NOT BE DISPOSED / SOLD /
TRANSFERRED BY THE PROMOTERS DURING THE PERIOD STARTING FROM THE DATE
OF FILING THE DRAFT RED HERRING PROSPECTUS WITH THE BOARD TILL THE DATE
OF COMMENCEMENT OF LOCK-IN PERIOD AS STATED IN THE DRAFT RED HERRING
PROSPECTUS.

6. WE CERTIFY THAT REGULATION 33 OF THE SECURITIES AND EXCHANGE BOARD OF

INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009,
WHICH RELATES TO SPECIFIED SECURITIES INELIGIBLE FOR COMPUTATION OF
PROMOTERS CONTRIBUTION, HAS BEEN DULY COMPLIED WITH AND APPROPRIATE
DISCLOSURES AS TO COMPLIANCE WITH THE SAID REGULATION HAVE BEEN MADE IN

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 THE DRAFT RED HERRING PROSPECTUS/DRAFT PROSPECTUS.

7. WE UNDERTAKE THAT SUB-REGULATION (4) OF REGULATION 32 AND CLAUSE (C) AND

(D) OF SUB-REGULATION (2) OF REGULATION 8 OF THE SECURITIES AND EXCHANGE
BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS,
2009 SHALL BE COMPLIED WITH. WE CONFIRM THAT ARRANGEMENTS HAVE BEEN
MADE TO ENSURE THAT PROMOTERS‟ CONTRIBUTION SHALL BE RECEIVED AT LEAST
ONE DAY BEFORE THE OPENING OF THE ISSUE. WE UNDERTAKE THAT AUDITORS‟
CERTIFICATE TO THIS EFFECT SHALL BE DULY SUBMITTED TO THE BOARD. WE
FURTHER CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT
PROMOTERS‟ CONTRIBUTION SHALL BE KEPT IN AN ESCROW ACCOUNT WITH A
SCHEDULED COMMERCIAL BANK AND SHALL BE RELEASED TO THE ISSUER ALONG
WITH THE PROCEEDS OF THE PUBLIC ISSUE. NOT APPLICABLE.

8. WE CERTIFY THAT THE PROPOSED ACTIVITIES OF THE ISSUER FOR WHICH THE FUNDS
ARE BEING RAISED IN THE PRESENT ISSUE FALL WITHIN THE „MAIN OBJECTS‟ LISTED
IN THE OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OR OTHER CHARTER
OF THE ISSUER AND THAT THE ACTIVITIES WHICH HAVE BEEN CARRIED OUT UNTIL
NOW ARE VALID IN TERMS OF THE OBJECT CLAUSE OF ITS MEMORANDUM OF
ASSOCIATION.

9. WE CONFIRM THAT NECESSARY ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT

THE MONEYS RECEIVED PURSUANT TO THE ISSUE ARE KEPT IN A SEPARATE BANK
ACCOUNT AS PER THE PROVISIONS OF SUB-SECTION (3) OF SECTION 73 OF THE
COMPANIES ACT, 1956 AND THAT SUCH MONEYS SHALL BE RELEASED BY THE SAID
BANK ONLY AFTER PERMISSION IS OBTAINED FROM ALL THE STOCK EXCHANGES
MENTIONED IN THE PROSPECTUS. WE FURTHER CONFIRM THAT THE AGREEMENT
ENTERED INTO BETWEEN THE BANKERS TO THE ISSUE AND THE ISSUER SPECIFICALLY
CONTAINS THIS CONDITION. NOTED FOR COMPLIANCE.

10. WE CERTIFY THAT A DISCLOSURE HAS BEEN MADE IN THE DRAFT RED HERRING
PROSPECTUS THAT THE INVESTORS SHALL BE GIVEN AN OPTION TO GET THE SHARES
IN DEMAT OR PHYSICAL MODE. NOT APPLICABLE.

AS THE OFFER SIZE IS MORE THAN 10 CRORES, HENCE UNDER SECTION 68B OF THE
COMPANIES ACT, 1956, THE EQUITY SHARES ARE TO BE ISSUED IN DEMAT ONLY.

11. WE CERTIFY THAT ALL THE APPLICABLE DISCLOSURES MANDATED IN THE

SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2009 HAVE BEEN MADE IN ADDITION TO DISCLOSURES
WHICH, IN OUR VIEW, ARE FAIR AND ADEQUATE TO ENABLE THE INVESTOR TO MAKE
A WELL INFORMED DECISION.

12. WE CERTIFY THAT THE FOLLOWING DISCLOSURES HAVE BEEN MADE IN THE DRAFT
RED HERRING PROSPECTUS:

(A) AN UNDERTAKING FROM THE ISSUER THAT AT ANY GIVEN TIME, THERE
SHALL BE ONLY ONE DENOMINATION FOR THE EQUITY SHARES OF THE
ISSUER AND

(B) AN UNDERTAKING FROM THE ISSUER THAT IT SHALL COMPLY WITH SUCH
DISCLOSURE AND ACCOUNTING NORMS SPECIFIED BY THE BOARD FROM
TIME TO TIME.

13. WE UNDERTAKE TO COMPLY WITH THE REGULATIONS PERTAINING TO

ADVERTISEMENT IN TERMS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA

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 (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 WHILE
MAKING THE ISSUE.

14. WE ENCLOSE A NOTE EXPLAINING HOW THE PROCESS OF DUE DILIGENCE HAS BEEN
EXERCISED BY US IN VIEW OF THE NATURE OF CURRENT BUSINESS BACKGROUND OR
THE ISSUER, SITUATION AT WHICH THE PROPOSED BUSINESS STANDS, THE RISK
FACTORS, PROMOTERS EXPERIENCE, ETC.

15. WE ENCLOSE A CHECKLIST CONFIRMING REGULATION-WISE COMPLIANCE WITH

THE APPLICABLE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA
(ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009,
CONTAINING DETAILS SUCH AS THE REGULATION NUMBER, ITS TEXT, THE STATUS
OF COMPLIANCE, PAGE NUMBER OF THE DRAFT RED HERRING PROSPECTUS WHERE
THE REGULATION HAS BEEN COMPLIED WITH AND OUR COMMENTS, IF ANY.

The filing of the Draft Red Herring Prospectus does not, however, absolve the Company from any liabilities under
Section 63 or Section 68 of the Companies Act or from the requirement of obtaining such statutory and/or other
clearances as may be required for the purpose of the proposed issue. SEBI further reserves the right to take up at any
point of time, with the BRLMs, any irregularities or lapses in the Draft Red Herring Prospectus.

All legal requirements pertaining to the Issue will be complied with at the time of filing of the Red Herring
Prospectus with the RoC in terms of Section 60B of the Companies Act. All legal requirements pertaining to the
Issue will be complied with at the time of registration of the Prospectus with the RoC in terms of Sections 56, 60 and
60B of the Companies Act.

Caution - Disclaimer from the Company and the BRLMs

The Company, the Directors and the BRLMs accept no responsibility for statements made otherwise than in this
Draft Red Herring Prospectus or in the advertisements or any other material issued by or at our instance and anyone
placing reliance on any other source of information, including our website www.ewdpl.com, would be doing so at
his or her own risk.

The BRLMs accept no responsibility, save to the limited extent as provided in the MOU entered into between the
BRLMs, the Company and the Underwriting Agreement to be entered into between the Underwriters, the Company.

All information shall be made available by the Company and the BRLMs to the public and investors at large and no
selective or additional information would be available for a section of the investors in any manner whatsoever
including at road show presentations, in research or sales reports, at bidding centres or elsewhere.

Neither the Company nor the Syndicate is liable for any failure in downloading the Bids due to faults in any
software/hardware system or otherwise.

Investors who Bid in the Issue will be required to confirm and will be deemed to have represented to the Company,
the Underwriters and their respective directors, officers, agents, affiliates, and representatives that they are eligible
under all applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares of the Company and
will not Issue, sell, pledge, or transfer the Equity Shares of the Company to any person who is not eligible under any
applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares of the Company. The
Company, the Underwriters and their respective directors, officers, agents, affiliates, and representatives accept no
responsibility or liability for advising any investor on whether such investor is eligible to acquire Equity Shares of
the Company.

The BRLMs and their respective associates and affiliates may engage in transactions with, and perform services for,
the Company and their respective group companies, affiliates or associates or third parties in the ordinary course of
business and have engaged, or may in future engage, in commercial banking and investment banking transactions
with the Company and their respective group companies, affiliates or associates or third parties, for which they have
received, and may in future receive, compensation.

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Disclaimer in respect of Jurisdiction

This Issue is being made in India to persons resident in India (including Indian nationals resident in India who are
not minors, HUFs, companies, corporate bodies and societies registered under the applicable laws in India and
authorised to invest in shares, Indian Mutual Funds registered with SEBI, Indian financial institutions, commercial
banks, regional rural banks, co-operative banks (subject to RBI permission), or trusts under applicable trust law and
who are authorised under their constitution to hold and invest in shares, permitted insurance companies and pension
funds) and to FIIs, Eligible NRIs and other eligible foreign investors (viz. FVCIs, multilateral and bilateral
development financial institutions). This Draft Red Herring Prospectus does not, however, constitute an invitation to
purchase shares offered hereby in any jurisdiction other than India to any person to whom it is unlawful to make an
offer or invitation in such jurisdiction. Any person into whose possession this Draft Red Herring Prospectus comes
is required to inform himself or herself about, and to observe, any such restrictions. Any dispute arising out of this
Issue will be subject to the jurisdiction of appropriate court(s) in Mumbai, India only.

No action has been, or will be, taken to permit a public offering in any jurisdiction where action would be required
for that purpose, except that this Draft Red Herring Prospectus has been filed with SEBI for its observations and
SEBI shall give its observations in due course. Accordingly, the Equity Shares represented thereby may not be
offered or sold, directly or indirectly, and this Draft Red Herring Prospectus may not be distributed, in any
jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of
this Draft Red Herring Prospectus nor any sale hereunder shall, under any circumstances, create any implication that
there has been no change in the affairs of the Company since the date hereof or that the information contained herein
is correct as of any time subsequent to this date.

The Equity Shares have not been and will not be registered under the US Securities Act of 1933 (the
“Securities Act”) or any state securities laws in the United States and may not be offered or sold within the
United States or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S under the
Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. Accordingly, the Equity Shares are only being offered and sold (i) in the
United States to “qualified institutional buyers”, as defined in Rule 144A of the Securities Act in reliance on
Rule 144A under the Securities Act, and (ii) outside the United States to certain persons in offshore
transactions in compliance with Regulation S under the Securities Act.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such
jurisdiction, except in compliance with the applicable laws of such jurisdiction.

Disclaimer Clause of BSE

As required, a copy of the Draft Red Herring Prospectus had been submitted to BSE. BSE has given vide its letter
dated [●], permission to the Company to use BSE‟s name in the Draft Red Herring Prospectus as one of the stock
exchanges on which the Company‟s further securities are proposed to be listed. BSE has scrutinised the Draft Red
Herring Prospectus for its limited internal purpose of deciding on the matter of granting the aforesaid permission to
the Company. BSE does not in any manner:

Warrant, certify or endorse the correctness or completeness of any of the contents of the Draft Red Herring
Prospectus; or

Warrant that the Company‟s securities will be listed or will continue to be listed on BSE; or

Take any responsibility for the financial or other soundness of the Company, its promoters, its management
or any scheme or project of the Company;

and it should not for any reason be deemed or construed to mean that the Draft Red Herring Prospectus has been

319
cleared or approved by BSE. Every person who desires to apply for or otherwise acquires any securities of the
Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim
against BSE whatsoever by reason of any loss which may be suffered by such person consequent to or in connection
with such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for any
other reason whatsoever.

Disclaimer Clause of the NSE

As required, a copy of the Draft Red Herring Prospectus had been submitted to NSE. NSE has given vide its letter
dated [●] permission to the Company to use the Exchange‟s name in this Draft Red Herring Prospectus as one of the
stock exchanges on which the Company‟s securities are proposed to be listed. NSE has scrutinised the Draft Red
Herring Prospectus for its limited internal purpose of deciding on the matter of granting the aforesaid permission to
this Company. It is to be distinctly understood that the aforesaid permission given by NSE should not in any way be
deemed or construed that the Draft Red Herring Prospectus has been cleared or approved by NSE; nor does it in any
manner warrant, certify or endorse the correctness or completeness of any of the contents of the Draft Red Herring
Prospectus, nor does it warrant that the Company‟s securities will be listed or will continue to be listed on the
Exchange; nor does it take any responsibility for the financial or other soundness of the Company, its promoters, its
management or any scheme or project of this Company.

Every person who desires to apply for or otherwise acquires any of the Company‟s securities may do so pursuant to
independent inquiry, investigation and analysis and shall not have any claim against NSE whatsoever by reason of
any loss which may be suffered by such person consequent to or in connection with such subscription/acquisition
whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.

Filing

A copy of the Draft Red Herring Prospectus has been filed with SEBI at Corporation Finance Department, Plot
No.C4-A,'G' Block, Bandra Kurla Complex, Bandra (East), Mumbai 400 051.

A copy of the Red Herring Prospectus, along with the documents required to be filed under Section 60B of the
Companies Act, would be delivered for registration to the RoC and a copy of the Prospectus to be filed under
Section 60 of the Companies Act would be delivered for registration with RoC at the Office of the Registrar of
Companies, Maharashtra, Mumbai.

Listing

Applications have been made to the Stock Exchanges for permission to deal in and for an official quotation of the
Equity Shares. [●] will be the Designated Stock Exchange with which the Basis of Allotment will be finalised.

If the permissions to deal in and for an official quotation of the Equity Shares are not granted by any of the Stock
Exchanges mentioned above, the Company will forthwith repay, without interest, all moneys received from the
applicants in pursuance of this Draft Red Herring Prospectus. If such money is not repaid within eight days after the
Company becomes liable to repay it, i.e. from the date of refusal or within seven days from the Bid/Issue Closing
Date, whichever is earlier, then the Company and every Director of the Company who is an officer in default shall,
on and from such expiry of eight days, be liable to repay the money, with interest at the rate of 15% per annum on
application money, as prescribed under Section 73 of the Companies Act.

The Company shall ensure that all steps for the completion of the necessary formalities for listing and
commencement of trading at all the Stock Exchanges mentioned above are taken within seven working days of
finalisation of the Basis of Allotment for the Issue.

Consents

Consents in writing of the Directors, the Company Secretary and Compliance Officer, the Auditors, the legal
advisors, Bankers to the Company and Bankers to the Issue, BRLMs, Syndicate Members, Escrow Collection

320
Bankers, Registrar to the Issue, and Architects, to act in their respective capacities, will be obtained and will be filed
along with a copy of the Red Herring Prospectus with the RoC, as required under Sections 60 and 60B of the
Companies Act and such consents shall not be withdrawn up to the time of delivery of the Red Herring Prospectus
for registration with the RoC.

Deloitte Haskins & Sells, Chartered Accountants, statutory auditors, have given their written consent to statement of
the tax benefits available to the Company and its members in the form and context in which it appears in this Draft
Red Herring Prospectus and such consent has not be withdrawn up to the time of submission of the Draft Red
Herring Prospectus with SEBI.

Deloitte Haskins & Sells, Chartered Accountants, statutory auditors, have given their written consent to the
inclusion of their report in the form and context in which it appears in this Draft Red Herring prospectus and such
consent and report has not been withdrawn up to the time of submission of the Draft Red Herring Prospectus with
SEBI.

Expert to the Issue

Except as stated below, the Company has not obtained any expert opinions:

[●], the IPO grading agency engaged by us for the purpose of obtaining IPO grading in respect of this Issue, have
given their written consent as experts to the inclusion of their report in the form and context in which they will
appear in the Red Herring Prospectus and such consents and reports will not be withdrawn up to the time of delivery
of the Red Herring Prospectus and the Prospectus to the Designated Stock Exchange.

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.

Expenses of the Issue

The total expenses of the Issue are estimated to be approximately Rs. [ ] million. The expenses of this Issue include,
among others, underwriting and management fees, selling commission, printing and distribution expenses, legal
fees, statutory advertisement expenses and listing fees. All expenses with respect to the Issue would be paid by the
Company.

The estimated Issue expenses are as under:

Activity Expense* Expense* (% of Expense* (% of

(Rs. In Million) total expenses) Issue Size)
Lead merchant bankers [ ] [ ] [ ]
Co-lead merchant bankers, if any [ ] [ ] [ ]
Co-managers, if any [ ] [ ] [ ]
Other merchant bankers [ ] [ ] [ ]
Registrar to the Issue [ ] [ ] [ ]
Advisors [ ] [ ] [ ]
Bankers to the Issue [ ] [ ] [ ]
Trustees for the debt instrument holders [ ] [ ] [ ]
Underwriting commission, brokerage and selling [ ] [ ] [ ]
commission
IPO Grading Expenses [●] [●] [●]
Printing and Distribution [●] [●] [●]
Advertising and Marketing [●] [●] [●]

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 Activity Expense* Expense* (% of Expense* (% of
(Rs. In Million) total expenses) Issue Size)
Others, if any (specify) [ ] [ ] [ ]
Total estimated Issue expenses [ ] [ ] [ ]
* Will be completed after finalisation of the Issue Price.

Fees Payable to the Syndicate

The total fees payable to the Syndicate will be as per the memorandum of understanding and the Engagement Letter
with the BRLMs, a copy of which is available for inspection at Registered Office.

Fees Payable to the Registrar to the Issue

The fees payable by the Company to the Registrar to the Issue for processing of application, data entry, printing of
CAN/refund order, preparation of refund data on magnetic tape, printing of bulk mailing register will be in terms of
the memorandum of understanding between the Company and the Registrar to the Issue dated June 16, 2010.

The Registrar to the Issue will be reimbursed for all out of pocket expenses including cost of stationery, postage,
stamp duty, and communication expenses. Adequate funds will be provided to the Registrar to the Issue to enable
them to send refund orders or Allotment advice by registered post/speed post/under certificate of posting.

Underwriting commission, brokerage and selling commission on Previous Issues

Since this is the initial public offer of the Company, no sum has been paid or has been payable as commission or
brokerage for subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares since
inception of the Company.

Particulars regarding Public or Rights Issues during the last Five Years

We have not made any public or rights issues during the last five years.

Previous issues of Equity Shares otherwise than for cash

Except as stated in “Capital Structure” on page 26 of this Draft Red Herring Prospectus and “History and Corporate
Matters” on page 106 of this Draft Red Herring Prospectus, the Company has not issued any Equity Shares for
consideration otherwise than for cash.

Commission and Brokerage paid on previous issues of the Equity Shares

Since this is the initial public issue of Equity Shares, no sum has been paid or has been payable as commission or
brokerage for subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares since the
Company‟s inception.

Previous capital issue during the previous three years by listed Group Companies, Subsidiaries and associates
of the Company

None of the Group Companies, associates and Subsidiaries of the Company is listed on any stock exchange.

Performance vis-à-vis objects – Public/ Rights Issue of the Company and/ or listed Group Companies,
Subsidiaries and associates of the Company

The Company has not undertaken any previous public or rights issue.

None of the Group Companies, associates and Subsidiaries of the Company is listed on any stock exchange.

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Outstanding Debentures or Bonds

Except as mentioned in the section “Capital Structure” on page 26 of this Draft Red Herring Prospectus, the
Company does not have any outstanding debentures or bonds as of the date of filing this Draft Red Herring
Prospectus.

Outstanding Preference Shares

The Company does not have any outstanding preference shares other than those mentioned in “Capital Structure” on
page 26 of this Draft Red Herring Prospectus.

Stock Market Data of Equity Shares

This being an initial public issue of the Company, the Equity Shares are not listed on any stock exchange.

Mechanism for Redressal of Investor Grievances

The agreement between the Registrar to the Issue, the Company will provide for retention of records with the
Registrar to the Issue for a period of at least one year from the last date of despatch of the letters of allotment, demat
credit and refund orders to enable the investors to approach the Registrar to the Issue for redressal of their
grievances.

All grievances relating to the Issue may be addressed to the Registrar to the Issue, giving full details such as name,
address of the applicant, number of Equity Shares applied for, amount paid on application and the bank branch or
collection centre where the application was submitted.

All grievances relating to the ASBA process may be addressed to the SCSB, giving full details such as name,
address of the applicant, application number, number of Equity Shares applied for, amount paid on application and
the Designated Branch or the collection centre of the SCSB where the ASBA Bid cum Application Form was
submitted by the ASBA Bidders.

Disposal of Investor Grievances

The Company estimates that the average time required by the Company, or the Registrar to the Issue for the
redressal of routine investor grievances shall be 10 working days from the date of receipt of the complaint. In case of
non-routine complaints and complaints where external agencies are involved, the Company will seek to redress
these complaints as expeditiously as possible.

The Company has appointed a Shareholders‟/Investors‟ Grievance Committee comprising Suhail Nathani, Homi
Aibara, Manish Kalani and B. Rajesh Nair as members.

We have also appointed Bimal K. Nanda, Company Secretary of the Company as the Compliance Officer for this
Issue and he may be contacted in case of any pre-Issue or post-Issue related problems, at the following address:

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

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Changes in Auditors in the last three years

Date Name of the auditor Reason for change

April 2, 2007 M. Munshi & Co. Resignation
June 27, 2007 Deloitte Haskins and Sells Appointed

Capitalisation of Reserves or Profits

Except as disclosed in this Draft Red Herring Prospectus, we have not capitalised the reserves or profits at any time
during the last five years.

Revaluation of Assets

The Company has not revalued its assets in the last five years.

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 SECTION VII: ISSUE INFORMATION

TERMS OF THE ISSUE

The Equity Shares being issued are subject to the provisions of the Companies Act, the Memorandum and Articles
of Association, the terms of this Draft Red Herring Prospectus, the Red Herring Prospectus and the Prospectus, Bid
cum Application Form, ASBA Bid cum Application Form, the Revision Form, the CAN and other terms and
conditions as may be incorporated in the Allotment advices and other documents/ certificates that may be executed
in respect of the Issue. The Equity Shares shall also be subject to laws, guidelines, notifications and regulations
relating to the issue of capital and listing and trading of securities issued from time to time by SEBI, the
Government, Stock Exchanges, RoC, RBI and/or other authorities, as in force on the date of the Issue and to the
extent applicable.

Ranking of Equity Shares

The Equity Shares being issued shall be subject to the provisions of the Memorandum and Articles of Association
and shall rank pari passu with the existing Equity Shares of the Company including rights in respect of dividend.
The Allotees in receipt of Allotment of Equity Shares under this Issue will be entitled to dividends and other
corporate benefits, if any, declared by the Company after the date of Allotment. For further details, see “Main
Provisions of the Articles of Association” on page 365 of this Draft Red Herring Prospectus.

Mode of Payment of Dividend

The Company shall pay dividends to its shareholders in accordance with the provisions of the Companies Act.

Face Value and Issue Price

The face value of the Equity Shares is Rs. 10 each and the Issue Price is Rs. [ ] per Equity Share. The Anchor
Investor Issue Price is Rs. [●] per Equity Share.

At any given point of time there shall be only one denomination for the Equity Shares.

Compliance with SEBI Regulations

The Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time.

Rights of the Equity Shareholder

Subject to applicable laws, the equity shareholders shall have the following rights:

Right to receive dividend, if declared;

Right to attend general meetings and exercise voting powers, unless prohibited by law;

Right to vote on a poll either in person or by proxy;

Right to receive offers for rights shares and be allotted bonus shares, if announced;

Right to receive surplus on liquidation;

Right of free transferability; and

Such other rights, as may be available to a shareholder of a listed public company under the Companies
Act, the terms of the listing agreement executed with the Stock Exchanges, and the Company‟s
Memorandum and Articles of Association.

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For a detailed description of the main provisions of the Articles relating to voting rights, dividend, forfeiture and lien
and/or consolidation/splitting, see “Main Provisions of the Articles of Association” on page 365 of this Draft Red
Herring Prospectus.

Market Lot and Trading Lot

In terms of Section 68B of the Companies Act, the Equity Shares shall be Allotted only in dematerialised form. As
per the SEBI Regulations, the trading of the Equity Shares shall only be in dematerialised form. Since trading of the
Equity Shares is in dematerialised form, the tradable lot is one Equity Share. Allotment in this Issue will be only in
electronic form in multiples of one (1) Equity Share subject to a minimum Allotment of [ ] Equity Shares.

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 in [●] edition of English national daily [●], [●] edition of Hindi national daily [●], and [●]
edition of regional language newspaper [●] at least two days prior to the Bid/ Issue Opening Date.

Jurisdiction

Exclusive jurisdiction for the purpose of this Issue is with the competent courts/authorities in Mumbai.

Nomination Facility to Investor

In accordance with Section 109A of the Companies Act, the sole or first Bidder, along with other joint Bidders, may
nominate any one person in whom, in the event of the death of sole Bidder or in case of joint Bidders, death of all
the Bidders, as the case may be, the Equity Shares Allotted, if any, shall vest. A person, being a nominee, entitled to
the Equity Shares by reason of the death of the original holder(s), shall in accordance with Section 109A of the
Companies Act, be entitled to the same advantages to which he or she would be entitled if he or she were the
registered holder of the Equity Share(s). Where the nominee is a minor, the holder(s) may make a nomination to
appoint, in the prescribed manner, any person to become entitled to Equity Share(s) in the event of his or her death
during the minority. A nomination shall stand rescinded upon a sale of equity share(s) by the person nominating. A
buyer will be entitled to make a fresh nomination in the manner prescribed. Fresh nomination can be made only on
the prescribed form available on request at the Registered Office/ Corporate Office of the Company or to the
Registrar and Transfer Agents of the Company.

In accordance with Section 109B of the Companies Act, any Person who becomes a nominee by virtue of Section
109A of the Companies Act, shall upon the production of such evidence as may be required by the Board, elect
either:

To register himself or herself as the holder of the Equity Shares; or

To make such transfer of the Equity Shares, as the deceased holder could have made.

Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself or
herself or to transfer the Equity Shares, and if the notice is not complied with within a period of ninety days, the
Board may thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the Equity
Shares, until the requirements of the notice have been complied with.

Since the Allotment of Equity Shares in the Issue will be made only in dematerialised form, there is no need to make
a separate nomination with the Company. Nominations registered with respective depository participant of the
applicant would prevail. If the investors require changing their nomination, they are requested to inform their
respective depository participant.

Minimum Subscription

If the Company does not receive the minimum subscription of 90% of the Issue, including devolvement of

326
underwriters within 60 days from the Bid/Issue Closing Date, the Company shall forthwith refund the entire
subscription amount received. If there is a delay beyond eight days after the Company becomes liable to pay the
amount, the Company shall pay interest as prescribed under Section 73 of the Companies Act.

If at least 50% of the Issue cannot be allotted to QIBs, then the entire application money will be refunded forthwith.

Further, the Company shall ensure that the number of prospective Allotees to whom Equity Shares will be Allotted
shall not be less than 1,000.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such
jurisdiction.

Arrangement for disposal of Odd Lots

There are no arrangements for disposal of odd lots.

Restriction on transfer of shares

Except for lock-in of the pre-Issue Equity Shares, Promoters‟ minimum contribution and Anchor Investor lock-in in
the Issue as detailed in “Capital Structure” on page 26 of this Draft Red Herring Prospectus, and except as provided
in the Articles of Association, there are no restrictions on transfers of Equity Shares. There are no restrictions on
transfers of debentures except as provided in the Articles of Association. There are no restrictions on transmission of
shares/ debentures and on their consolidation/ splitting except as provided in the Articles of Association. See “Main
Provisions of the Articles of Association” on page 365 of this Draft Red Herring Prospectus.

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 ISSUE STRUCTURE

Issue of 38,928,943 Equity Shares for cash at a price of Rs. [●] per Equity Share (including share premium of Rs.
[●] per Equity Share) aggregating to Rs. [●] million. The Issue will constitute 30% of the post-Issue paid-up
capital of the Company.

The Issue is being made through the 100% Book Building Process.

QIBs(1) Non-Institutional Retail Individual

Bidders Bidders
Number of Equity At least 19,464,472 Equity Shares Not less than Not less than
Shares(2) 5,839,341 Equity 13,625,130
Shares available for Equity Shares
allocation or Issue less available for allocation
allocation to QIB or Issue less allocation
Bidders and Retail to QIB Bidders and
Individual Bidders. Non-Institutional
Bidders.
Percentage of Issue At least 50% of the Issue Size being Not less than 15% of Not less than 35% of
Size available for allocated. However, up to 5% of the Issue or the Issue less the Issue or the Issue
Allotment/allocation QIB Portion (excluding the Anchor allocation to QIB less allocation to QIB
Investor Portion if any) shall be Bidders and Retail Bidders and Non-
available for allocation proportionately Individual Bidders. Institutional Bidders.
to Mutual Funds only.

Basis of Proportionate as follows: Proportionate Proportionate

Allotment/allocation if (a) 681,257 Equity Shares shall be
respective category is allocated on a proportionate basis to
oversubscribed Mutual Funds only; and
(b) 12,943,873 Equity Shares shall be
allocated on a proportionate basis to
all QIBs including Mutual Funds
receiving allocation as per (a) above.

Minimum Bid Such number of Equity Shares that Such number of [●] Equity Shares and
the Bid Amount exceeds Rs. 100,000 Equity Shares that the in multiples of [●]
and in multiples of [●] Equity Shares Bid Amount exceeds Equity Shares
thereafter. Rs. 100,000 and in thereafter
multiples of [●]
Equity Shares
thereafter.

Maximum Bid Such number of Equity Shares not Such number of Such number of
exceeding the Issue, subject to Equity Shares not Equity Shares
applicable limits. exceeding the Issue whereby the Bid
subject to applicable Amount does not
limits. exceed Rs. 100,000.

Mode of Allotment Compulsorily in dematerialised form. Compulsorily in Compulsorily in

dematerialised form. dematerialised form.

Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares and [●] Equity Shares and
[●] Equity Shares thereafter. in multiples of [●] in multiples of [●]
Equity Shares Equity Shares
thereafter. thereafter.

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 QIBs(1) Non-Institutional Retail Individual
Bidders Bidders
Allotment Lot [●] Equity Shares and in multiples of [●] Equity Shares and [●] Equity Shares and
one Equity Share thereafter in multiples of one in multiples of one
Equity Share Equity Share
thereafter thereafter

Trading Lot One Equity Share One Equity Share One Equity Share

Who can Apply (3)
Public financial institutions as Resident Indian Resident Indian
specified in Section 4A of the individuals, Eligible individuals, Eligible
Companies Act, scheduled commercial NRIs, HUF (in the NRIs and HUF (in the
banks, mutual funds registered with name of Karta), name of Karta)
SEBI, FIIs and sub-accounts registered companies, corporate
with SEBI, other than a sub-account bodies, scientific
which is a foreign corporate or foreign institutions societies
individual, venture capital funds and trusts,
registered with SEBI, state industrial sub-accounts of FIIs
development corporations, insurance registered with SEBI,
companies registered with Insurance which are foreign
Regulatory and Development corporates or foreign
Authority, provident funds (subject to individuals.
applicable law) with minimum corpus
of Rs. 250 million, pension funds with
minimum corpus of Rs. 250 million in
accordance with applicable law, and
National Investment Fund and
insurance funds set up and managed
by army, navy or air force of the
Union of India.

Terms of Payment Amount shall be payable at the time of Amount shall be Amount shall be
submission of Bid cum Application payable at the time of payable at the time of
Form to the Syndicate Members submission of Bid submission of Bid
(except for Anchor Investors).(4) cum Application cum Application
Form.(4) Form.(4)

Margin Amount Full Bid Amount on bidding Full Bid Amount on Full Bid Amount on
bidding bidding
(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)
Subject to valid Bids being received at or above the Issue Price. This Issue is being made in accordance with Rule 19(2)(b)(i) of the SCRR,
as amended 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. However, if the aggregate demand from Mutual
Funds is less than 681,257 Equity Shares, the balance Equity Shares available for Allotment in the Mutual Fund Portion will be added to
the QIB Portion and allocated proportionately to the QIB Bidders in proportion to their Bids. 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.

Under-subscription, if any, in any category except in the QIB category would be met with spill-over from other categories at sole discretion
of the Company, in consultation with the BRLMs and the Designated Stock Exchange.
(3)
In case the Bid cum Application Form is submitted in joint names, the Bidders should ensure that the demat account is also held in the same

329
 joint names and are in the same sequence in which they appear in the Bid cum Application Form.
(4)
In case of ASBA Bidders, the SCSB shall be authorised to block such funds in the bank account of the ASBA Bidder that are specified in the
ASBA Bid cum Application Form.

Withdrawal of the Issue

The Company, in consultation with the BRLMs, reserves the right not to proceed with the Issue anytime after the
Bid/Issue Opening Date but before the Allotment of Equity Shares. In such an event the Company would issue a
public notice in the newspapers, in which the pre-Issue advertisements were published, within two days of the Bid/
Issue Closing Date, providing reasons for not proceeding with the Issue. The BRLMs, through the Registrar to the
Issue, shall notify the SCSBs to unblock the bank accounts of the ASBA Bidders within one day from the day of
receipt of such notification. The Company shall also inform the same to Stock Exchanges on which the Equity
Shares are proposed to be listed.

Any further issue of Equity Shares by the Company shall be in compliance with applicable laws.

Bid/ Issue Programme

BID/ISSUE OPENS ON [●]*

BID/ISSUE CLOSES ON [●]**
*
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 QIB Bidders one day prior to the Bid/Issue Closing Date.

Bids and any revision in Bids shall be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time,
“IST”) during the Bid/ Issue Period as mentioned above at the bidding centres mentioned on the Bid cum
Application Form. On the Bid/ Issue Closing Date, the Bids shall be accepted only between 10.00 a.m. and 3.00
p.m. (IST) and shall be uploaded until (i) 4.00 p.m. (IST) in case of Bids by QIB Bidders and Non-Institutional
Bidders, and (ii) until 5.00 p.m. (IST) or such extended time as permitted by the Stock Exchanges, in case of Bids by
Retail Individual Bidders. It is clarified that the Bids not uploaded in the book would be rejected. Bids by the ASBA
Bidders shall be uploaded by the SCSB in the electronic system to be provided by the Stock Exchanges.

In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical Bid cum
Application Form, for a particular Bidder, the details as per the physical Bid cum Application Form of the Bidder
may be taken as the final data for the purpose of Allotment.

Due to limitation of time available for uploading the Bids on the Bid/ Issue Closing Date, the Bidders are advised to
submit their Bids one day prior to the Bid/ Issue Closing Date and, in any case, no later than 3.00 p.m. (IST) on the
Bid/ Issue Closing Date. All times mentioned in the Red Herring Prospectus are Indian Standard Time. Bidders are
cautioned that in the event a large number of Bids are received on the Bid/ Issue Closing Date, as is typically
experienced in public offerings, some Bids may not get uploaded due to lack of sufficient time. Such Bids that
cannot be uploaded will not be considered for allocation under the Issue. Bids will be accepted only on Business
Days, i.e., Monday to Friday (excluding any public holiday).

On the Bid/ Issue Closing Date, extension of time will be granted by the Stock Exchanges only for uploading the
Bids received by Retail Individual Bidders after taking into account the total number of Bids received up to the
closure of time period for acceptance of Bid cum Application Forms as stated herein and reported by the BRLMs to
the Stock Exchanges within half an hour of such closure.

The Company, in consultation with the BRLMs, reserves the right to revise the Price Band during the Bid/ Issue
Period, provided that the Cap Price shall be less than or equal to 120% of the Floor Price and the Floor Price shall
not be less than the face value of the Equity Shares. The revision in Price Band shall not exceed 20% on the either
side i.e. the floor price can move up or down to the extent of 20% of the floor price and the Cap Price will be revised
accordingly.

330
In case of revision of the Price Band, the Bid/Issue Period will be extended for three additional Working Days
after revision of 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 Stock Exchanges, by issuing a press release and also by indicating the changes on the web site of the
BRLMs and at the terminals of the Syndicate.

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 ISSUE PROCEDURE

This section applies to all Bidders. Please note that all Bidders other than Anchor Investors can participate in the
Issue through the ASBA process. ASBA Bidders should note that the ASBA process involves application procedures
that are different from the procedure applicable to Bidders other than the ASBA Bidders. Bidders applying through
the ASBA process should carefully read the provisions applicable to such applications before making their
application through the ASBA process. Please note that all the Bidders are required to make payment of the full Bid
Amount along with the Bid cum Application Form.

Book Building Procedure

This Issue is being made through the 100% Book Building Process wherein at least 50% of the Issue will be
allocated to QIBs on a proportionate basis. 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.
Allocation to Anchor Investors shall be on a discretionary basis and not on a proportionate basis.

All Bidders other than the ASBA Bidders are required to submit their Bids through the Syndicate. ASBA Bidders
are required to submit their Bids to the SCSBs.

Investors should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialised form.
The Bid cum Application Forms which do not have the details of the Bidders‟ depository account shall be treated as
incomplete and rejected. Bidders will not have the option of being Allotted Equity Shares in physical form. The
Equity Shares on Allotment shall be traded only in the dematerialised segment of the Stock Exchanges.

Bid cum Application Form

The prescribed colour of the Bid cum Application Form for the various categories is as follows:

Category Colour of Bid cum

Application Form
Resident Indians and Eligible NRIs applying on a non-repatriation basis (ASBA as [●]
well as non ASBA Bidders)
Eligible NRIs and FIIs applying on a repatriation basis (ASBA as well as non ASBA [●]
Bidders)
Anchor Investors* [●]
*
Bid cum Application forms for Anchor Investors have been made available at the offices of the BRLMs.

Bidders (other than ASBA Bidders) are required to submit their Bids through the Syndicate. Such Bidders shall only
use the specified Bid cum Application Form bearing the stamp of a member of the Syndicate for the purpose of
making a Bid in terms of the Red Herring Prospectus. The Bidder shall have the option to make a maximum of three
Bids in the Bid cum Application Form and such options shall not be considered as multiple Bids.

ASBA Bidders shall submit an ASBA Bid cum Application Form either in physical or electronic form to the SCSB
authorising blocking of funds that are available in the bank account specified in the ASBA Bid cum Application
Form only. Only QIBs can participate in the Anchor Investor Portion and such Anchor Investors cannot submit their
Bids through the ASBA process.

Upon the filing of the Prospectus with the RoC, the Bid cum Application Form shall be considered as the
Application Form. Upon completion and submission of the Bid cum Application Form to a Syndicate or the SCSB,
the Bidder or the ASBA Bidder is deemed to have authorised the Company to make the necessary changes in the

332
Red Herring Prospectus as would be required for filing the Prospectus with the RoC and as would be required by
RoC after such filing, without prior or subsequent notice of such changes to the Bidder or the ASBA Bidder.

Who can Bid?

Indian nationals resident in India who are not minors in single or joint names (not more than three);
Hindu Undivided Families or HUFs, in the individual name of the Karta. The Bidder should specify that
the Bid is being made in the name of the HUF in the Bid cum Application Form as follows: “Name of
Sole or First bidder: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the
Karta”. Bids by HUFs would be considered at par with those from individuals;
Companies, corporate bodies and societies registered under the applicable laws in India and authorised to
invest in equity shares;
Mutual Funds registered with SEBI;
Eligible NRIs on a repatriation basis or on a non repatriation basis subject to applicable laws. NRIs other
than eligible NRIs are not eligible to participate in this issue;
Indian financial institutions, commercial banks (excluding foreign banks), regional rural banks, co-
operative banks (subject to RBI regulations and the SEBI Regulations and other laws, as applicable);
FIIs and sub-accounts registered with SEBI, other than a sub-account which is a foreign corporate or
foreign individual;
Sub-accounts of FIIs registered with SEBI, which are foreign corporates or foreign individuals only under
the Non-Institutional Bidders category.
Venture Capital Funds registered with SEBI;
Multilateral and bilateral development financial institutions;
State Industrial Development Corporations;
Trusts/societies registered under the Societies Registration Act, 1860, as amended, or under any other law
relating to trusts/societies and who are authorised under their respective constitutions to hold and invest in
equity shares;
Scientific and/or industrial research organisations authorised to invest in equity shares;
Insurance Companies registered with Insurance Regulatory and Development Authority;
Provident Funds with a minimum corpus of Rs. 250 million and who are authorised under their constitution
to hold and invest in equity shares;
Pension Funds with a minimum corpus of Rs. 250 million and who are authorised under their constitution
to hold and invest in equity shares;
National Investment Fund; and
Insurance funds set up and managed by the army, navy or air force of the Union of India.

As per the existing regulations, OCBs cannot participate in this Issue.

Participation by associates and affiliates of the BRLMs and the Syndicate Members

The BRLMs and the Syndicate Members shall not be allowed to subscribe to this Issue in any manner except
towards fulfilling their underwriting obligations. However, the associates and affiliates of the BRLMs and Syndicate
Members may subscribe to or purchase Equity Shares in the Issue, either in the QIB Portion or in Non-Institutional
Portion as may be applicable to such Bidders, where the allocation is on a proportionate basis.

333
The BRLMs and any persons related to the BRLMs or the Promoter and the Promoter Group cannot apply in the
Issue under the Anchor Investor Portion.

Bids by Mutual Funds

An eligible Bid by a Mutual Fund shall first be considered for allocation proportionately in the Mutual Fund Portion.
In the event that the demand is greater than [●] Equity Shares, allocation shall be made to Mutual Funds
proportionately, to the extent of the Mutual Fund Portion. The remaining demand by the Mutual Funds shall, as part
of the aggregate demand by QIBs, be available for allocation proportionately out of the remainder of the QIB
Portion, after excluding the allocation in the Mutual Fund Portion.

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 other Anchor
Investors.

In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund
registered with SEBI and such Bids in respect of more than one scheme of the Mutual Fund will not be
treated as multiple Bids provided that the Bids clearly indicate the scheme concerned for which the Bid has
been made.

No mutual fund scheme shall invest more than 10% of its net asset value in equity shares or equity related
instruments of any single company provided that the limit of 10% shall not be applicable for investments in
index funds or sector or industry specific funds. No Mutual Fund under all its schemes should own more than
10% of any company‟s paid-up share capital carrying voting rights.

Bids by Eligible NRIs

1. Bid cum Application Forms have been made available for Eligible NRIs at the Registered Office, with the
Syndicate and the Registrar to the Issue.

2. Eligible NRIs applicants should note that only such applications as are accompanied by payment in free
foreign exchange shall be considered for Allotment. Eligible NRIs who intend to make payment through
Non-Resident Ordinary (NRO) accounts should use the form meant for Resident Indians.

Bids by FIIs

As per the current regulations, the following restrictions are applicable for investments by FIIs:

The issue of Equity Shares to a single FII should not exceed 10% of total post-Issue paid-up share capital (i.e. 10%
of 129,763,143 Equity Shares). In respect of an FII investing in our Equity Shares on behalf of its sub-accounts, the
investment on behalf of each sub-account shall not exceed 10% of our total paid-up share capital or 5% of our total
paid-up share capital in case such sub-account is a foreign corporate or a foreign individual. As of now, the
aggregate FII holding in the Company cannot exceed 24% of the total issued capital. With the approval of the board
and the shareholders by way of a special resolution, the aggregate FII holding can go up to 100%. The Board and
shareholders of the Company through the resolutions dated January 21, 2010 and January 22, 2010 respectively have
increased the limit for FII shareholding in the Company up to 49% of the total issued capital.

Subject to compliance with all applicable Indian laws, rules, regulations guidelines and approvals in terms of
regulation 15A(1) of the Securities Exchange Board of India (Foreign Institutional Investors) Regulations 1995, as
amended (the “SEBI FII Regulations”), an FII, as defined in the SEBI FII Regulations, deal or hold, offshore
derivative instruments (as defined under the SEBI FII Regulations as any instrument, by whatever name called,
which is issued overseas by a FII against securities held by it that are listed or proposed to be listed on any
recognised stock exchange in India, as its underlying) directly or indirectly, only in the event (i) such offshore
derivative instruments are issued only to persons who are regulated by an appropriate regulatory authority; and (ii)
such offshore derivative instruments are issued after compliance with „know your client‟ norms. An FII is also
required to ensure that no further issue or transfer of any offshore derivative instrument is made by or on behalf of it

334
to any persons that are not regulated by an appropriate foreign regulatory authority as defined under the SEBI FII
Regulations. Associates and affiliates of the underwriters including the BRLMs and the Syndicate Members that are
FIIs may issue offshore derivative instruments against Equity Shares Allotted to them in the Issue. Any such
Offshore Derivative Instrument does not constitute any obligation or claim or claim on or an interest in the
Company.

Bids by SEBI registered Venture Capital Funds and

The SEBI (Venture Capital Funds) Regulations, 1996 inter alia prescribe the investment restrictions on venture
capital funds registered with SEBI.

Accordingly, the holding by any individual venture capital fund registered with SEBI in one company should not
exceed 25% of the corpus of the venture capital fund. Further, venture capital funds can invest only up to 33.33% of
the investible funds by way of subscription to an IPO of a venture capital undertaking whose shares are proposed to
be listed.

The above information is given for the benefit of the Bidders. The Company, the BRLMs are not liable for
any amendments or modification or changes in applicable laws or regulations, which may occur after the date
of this Draft Red Herring Prospectus. Bidders are advised to make their independent investigations and
Bidders are advised to ensure that any single Bid from them does not exceed the investment limits or
maximum number of Equity Shares that can be held by them under applicable law or regulation or as
specified in this Draft Red Herring Prospectus.

Maximum and Minimum Bid Size

(a) For Retail Individual Bidders: The Bid must be for a minimum of [ ] Equity Shares and in multiples of
[ ] Equity Share thereafter, so as to ensure that the Bid Amount payable by the Bidder does not exceed Rs.
100,000. In case of revision of Bids, the Retail Individual Bidders have to ensure that the Bid Amount does
not exceed Rs. 100,000. In case the Bid Amount is over Rs. 100,000 due to revision of the Bid or revision
of the Price Band or on exercise of Cut-off Price option, the Bid would be considered for allocation under
the Non-Institutional Portion. The Cut-off Price option is an option given only to the Retail Individual
Bidders indicating their agreement to Bid and purchase at the final Issue Price as determined at the end of
the Book Building Process.

(b) For Other Bidders (Non-Institutional Bidders and QIBs): The Bid must be for a minimum of such
number of Equity Shares such that the Bid Amount exceeds Rs. 100,000 and in multiples of [ ] Equity
Shares thereafter. A Bid cannot be submitted for more than the Issue Size. However, the maximum Bid by
a QIB investor should not exceed the investment limits prescribed for them by applicable laws. A QIB
Bidder cannot withdraw its Bid after the Bid/Issue Closing Date and is required to pay the Bid
Amount upon submission of the Bid.

In case of revision in Bids, the Non-Institutional Bidders, who are individuals, have to ensure that the Bid
Amount is greater than Rs. 100,000 for being considered for allocation in the Non-Institutional Portion. In
case the Bid Amount reduces to Rs. 100,000 or less due to a revision in Bids or revision of the Price Band,
Bids by Non-Institutional Bidders who are eligible for allocation in the Retail Portion would be considered
for allocation under the Retail Portion. Non-Institutional Bidders and QIBs are not allowed to Bid at „Cut-
off Price‟.

(c) For Bidders in the Anchor Investor Portion: The Bid must be for a minimum of such number of Equity
Shares such that the Bid Amount exceeds Rs. 100 million and in multiples of [ ] Equity Shares thereafter.
Bids by Anchor Investors under the Anchor Investor Portion and the QIB Portion shall not be considered as
multiple Bids. A Bid cannot be submitted for more than 30% of the QIB Portion under the Anchor Investor
Portion. Anchor Investors cannot withdraw their Bids after the Anchor Investor Bid/ Issue Period
and are required to pay the Bid Amount at the time of submission of the Bid. In case the Anchor
Investor Issue Price is lower than the Issue Price, the balance amount shall be payable as per the pay-
in date mentioned in the revised Anchor Investor Allocation Notice.

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Information for the Bidders:

(a) The Company, the BRLMs shall declare the Bid/Issue Opening Date and Bid/Issue Closing Date in the Red
Herring Prospectus to be registered with the RoC and also publish the same in two national newspapers
(one each in English and Hindi) and in one regional newspaper with wide circulation. This advertisement
shall be in the prescribed format.

(b) The Company will file the Red Herring Prospectus with the RoC at least three days before the Bid/Issue
Opening Date.

(c) Copies of the Bid cum Application Form and copies of the Red Herring Prospectus will be available with
the Syndicate. The SCSBs shall ensure that the abridged prospectus is made available on their websites.

(d) Any Bidders (who is eligible to invest in the Equity Shares) who would like to obtain the Red Herring
Prospectus and/ or the Bid cum Application Form can obtain the same from the Registered Office of the
Company.

(e) Eligible Bidders who are interested in subscribing for the Equity Shares should approach any of the
BRLMs or Syndicate Members or their authorised agent(s) to register their Bids. Bidders (other than ASBA
Bidders) who wish to use the ASBA process should approach the Designated Branches of the SCSBs to
register their Bids.

(f) The Bids should be submitted on the prescribed Bid cum Application Form only. Bid cum Application
Forms (other than the ASBA Bid cum Application Forms) should bear the stamp of the Syndicate,
otherwise they will be rejected. Bids by ASBA Bidders shall be accepted by the Designated Branches of
the SCSBs in accordance with the SEBI Regulations and any circulars issued by SEBI in this regard.
Bidders (other than Anchor Investors) applying through the ASBA process also have an option to submit
the ASBA Bid cum Application Form in electronic form.

The applicants may note that in case the DP ID and Client ID and PAN mentioned in the Bid cum
Application Form and entered into the electronic bidding system of the Stock Exchanges by the
Syndicate do not match with the DP ID and Client ID and PAN available in the Settlement
Depository database, the application is liable to be rejected.

Method and Process of Bidding

(a) The Company in consultation with the BRLMs will decide the Price Band and the minimum Bid lot size for
the Issue and the same shall be advertised in two national newspapers (one each in English and Hindi) and
in one regional newspaper with wide circulation at least two Working Days prior to the Bid/ Issue Opening
Date. The Syndicate and the SCSBs shall accept Bids from the Bidders during the Bid/Issue Period.

(b) The Bid/Issue Period shall be for a minimum of three Working Days and shall not exceed 10 Working
Days. The Bid/ Issue Period maybe extended, if required, by an additional three Working Days, subject to
the total Bid/Issue Period not exceeding 10 Working Days. Any revision in the Price Band and the revised
Bid/ Issue Period, if applicable, will be published in two national newspapers (one each in English and
Hindi) and one regional newspaper with wide circulation and also by indicating the change on the websites
of the BRLMs and at the terminals of the Syndicate.
(c) During the Bid/Issue Period, Bidders, other than QIBs, who are interested in subscribing for the Equity
Shares should approach the Syndicate or their authorised agents to register their Bids. The Syndicate shall
accept Bids from all Bidders and have the right to vet the Bids during the Bid/ Issue Period in accordance
with the terms of the Red Herring Prospectus. Bidders (other than Anchor Investors) who wish to use the
ASBA process should approach the Designated Branches of the SCSBs to register their Bids.

(d) Each Bid cum Application Form will give the Bidder the choice to Bid for up to three optional prices (for
details refer to the paragraph entitled “Bids at Different Price Levels” below) within the Price Band and

336
 specify the demand (i.e., the number of Equity Shares Bid for) in each option. The price and demand
options submitted by the Bidder in the Bid cum Application Form will be treated as optional demands from
the Bidder and will not be cumulated. After determination of the Issue Price, the maximum number of
Equity Shares Bid for by a Bidder at or above the Issue Price will be considered for allocation/Allotment
and the rest of the Bid(s), irrespective of the Bid Amount, will become automatically invalid.

(e) The Bidder cannot Bid on another Bid cum Application Form after Bids on one Bid cum Application Form
have been submitted to any member of the Syndicate or the SCSBs. Submission of a second Bid cum
Application Form to either the same or to another member of the Syndicate or SCBS will be treated as
multiple Bids and is liable to be rejected either before entering the Bid into the electronic bidding system,
or at any point of time prior to the allocation or Allotment of Equity Shares in this Issue. However, the
Bidder can revise the Bid through the Revision Form, the procedure for which is detailed under the
paragraph entitled “Build up of the Book and Revision of Bids”.

(f) Except in relation to the Bids received from the Anchor Investors, the Syndicate/the SCSBs will enter each
Bid option into the electronic bidding system as a separate Bid and generate a Transaction Registration
Slip, (“TRS”), for each price and demand option and give the same to the Bidder. Therefore, a Bidder can
receive up to three TRSs for each Bid cum Application Form.

(g) The BRLMs shall accept the Bids from the Anchor Investors during the Anchor Investor Bid/ Issue Period
i.e. one Working Day prior to the Bid/ Issue Opening Date. Bids by QIBs under the Anchor Investor
Portion and the QIB Portion shall not be considered as multiple Bids.

(h) Along with the Bid cum Application Form, all Bidders (other than ASBA Bidders) will make payment in
the manner described in “Issue Procedure - Escrow Mechanism, terms of payment and payment into the
Escrow Accounts” on page 338 of this Draft Red Herring Prospectus.

(i) Upon receipt of the ASBA Bid cum Application Form, submitted whether in physical or electronic mode,
the Designated Branch of the SCSB shall verify if sufficient funds equal to the Bid Amount are available in
the ASBA Account, as mentioned in the ASBA Bid cum Application Form, prior to uploading such Bids
with the Stock Exchanges.

(j) If sufficient funds are not available in the ASBA Account, the Designated Branch of the SCSB shall reject
such Bids and shall not upload such Bids with the Stock Exchanges.

(k) If sufficient funds are available in the ASBA Account, the SCSB shall block an amount equivalent to the
Bid Amount mentioned in the ASBA Bid cum Application Form and will enter each Bid option into the
electronic bidding system as a separate Bid and generate a TRS for each price and demand option. The TRS
shall be furnished to the ASBA Bidder on request.

(l) The Bid Amount shall remain blocked in the aforesaid ASBA Account until finalisation of the Basis of
Allotment and consequent transfer of the Bid Amount against the Allotted Equity Shares to the Public Issue
Account, or until withdrawal/failure of the Issue or until withdrawal/rejection of the ASBA Bid cum
Application Form, as the case may be. Once the Basis of Allotment is finalized, the Registrar to the Issue
shall send an appropriate request to the Controlling Branch of the SCSB for unblocking the relevant ASBA
Accounts and for transferring the amount allocable to the successful Bidders to the Public Issue Account. In
case of withdrawal/failure of the Issue, the blocked amount shall be unblocked on receipt of such
information from the Registrar to the Issue.

Bids at Different Price Levels and Revision of Bids

(a) The Company, in consultation with the BRLMs and without the prior approval of, or intimation, to the
Bidders, reserves the right to revise the Price Band during the Bid/ Issue Period, provided that the Cap
Price shall be less than or equal to 120% of the Floor Price and the Floor Price shall not be less than the
face value of the Equity Shares. The revision in Price Band shall not exceed 20% on the either side i.e. the
floor price can move up or down to the extent of 20% of the floor price disclosed at least two days prior to

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 the Bid/ Issue Opening Date and the Cap Price will be revised accordingly.

(b) The Company, in consultation with the BRLMs will finalise the Issue Price within the Price Band in
accordance with this clause, without the prior approval of, or intimation, to the Bidders.

(c) The Company, in consultation with the BRLMs, can finalise the Anchor Investor Issue Price within the
Price Band in accordance with this clause, without the prior approval of, or intimation, to the Anchor
Investors.

(d) The Bidders can Bid at any price within the Price Band. The Bidder has to Bid for the desired number of
Equity Shares at a specific price. Retail Individual Bidders may Bid at the Cut-off Price. However, bidding
at Cut-off Price is prohibited for QIB and Non-Institutional Bidders and such Bids from QIB and Non-
Institutional Bidders shall be rejected.

(e) Retail Individual Bidders who Bid at Cut-off Price agree that they shall purchase the Equity Shares at any
price within the Price Band. Retail Individual Bidders shall submit the Bid cum Application Form along
with a cheque/demand draft for the Bid Amount based on the Cap Price with the Syndicate. In case of
ASBA Bidders (excluding Non-Institutional Bidders and QIB Bidders) bidding at Cut-off Price, the ASBA
Bidders shall instruct the SCSBs to block an amount based on the Cap Price.

Escrow mechanism, terms of payment and payment into the Escrow Accounts

For details of the escrow mechanism and payment instructions, please see “Issue Procedure - Payment Instructions”
on page 346 of this Draft Red Herring Prospectus.

Electronic Registration of Bids

(a) The Syndicate and the SCSBs will register the Bids using the on-line facilities of the Stock Exchanges.

(b) The Syndicate and the SCSBs will undertake modification of selected fields in the Bid details already
uploaded within one Working Day from the Bid/Issue Closing Date.

(c) There will be at least one on-line connectivity facility in each city, where a stock exchange is located in
India and where Bids are being accepted. The Syndicate Members and/or SCSBs shall be responsible for
any acts, mistakes or errors or omission and commissions in relation to, (i) the Bids accepted by the
Syndicate Members and the SCSBs, (ii) the Bids uploaded by the Syndicate Members and the SCSBs, (iii)
the Bids accepted but not uploaded by the Syndicate Members and the SCSBs or (iv) with respect to the
Bids by ASBA Bidders, Bids accepted and uploaded without blocking funds in the ASBA Accounts. It
shall be presumed that for Bids uploaded by the SCSBs, the Bid Amount has been blocked in the relevant
ASBA Account.

(d) The Stock Exchanges will offer an electronic facility for registering Bids for the Issue. This facility will be
available with the Syndicate and their authorised agents and the SCSBs during the Bid/ Issue Period. The
Syndicate Members and the Designated Branches of the SCSBs can also set up facilities for off-line
electronic registration of Bids subject to the condition that they will subsequently upload the off-line data
file into the on-line facilities for Book Building on a regular basis. On the Bid/ Issue Closing Date, the
Syndicate and the Designated Branches of the SCSBs shall upload the Bids till such time as may be
permitted by the Stock Exchanges. This information will be available with the BRLMs on a regular basis.

(e) Based on the aggregate demand and price for Bids registered on the electronic facilities of the Stock
Exchanges, a graphical representation of consolidated demand and price as available on the websites of the
Stock Exchanges would be made available at the Bidding centres during the Bid/Issue Period.

(f) At the time of registering each Bid other than ASBA Bids, the Syndicate shall enter the following details of
the Bidders in the on-line system:

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 Name of the Bidder: Bidders should ensure that the name given in the Bid cum Application Form
is exactly the same as the name in which the Depositary Account is held. In case the Bid cum
Application Form is submitted in joint names, Bidders should ensure that the Depository Account
is also held in the same joint names and are in the same sequence in which they appear in the Bid
cum Application Form.

Investor Category – Individual, Corporate, FII, NRI, Mutual Fund, etc.

Numbers of Equity Shares Bid for.
Bid Amount.
Cheque Details.
Bid cum Application Form number.
DP ID and client identification number of the beneficiary account of the Bidder.
PAN.

With respect to Bids by ASBA Bidders, at the time of registering such Bids, the Designated Branches of
the SCSBs shall enter the following information pertaining to the ASBA Bidders into the online system:

Name of the ASBA Bidder(s);

Application Number;
PAN (of First ASBA Bidder, in case of more than one ASBA Bidder);
Investor Category and Sub-Category:

Retail Non- Institutional QIB

(No sub category) Individual Mutual Funds
Corporate Financial Institutions
Others Insurance companies
Foreign Institutional investors other than corporate and
individual sub-accounts
Others

Employee/shareholder (if reservation);

DP ID and client identification number;
Beneficiary account number of Equity Shares Bid for;
Quantity;
Bid Amount; and
Bank account number.

(g) A system generated TRS will be given to the Bidder as a proof of the registration of each of the bidding
options. It is the Bidder‟s responsibility to obtain the TRS from the Syndicate or the Designated Branches
of the SCSBs. The registration of the Bid by the member of the Syndicate or the Designated Branches of
the SCSBs does not guarantee that the Equity Shares shall be allocated/Allotted either by the Syndicate or
the Company.

(h) Such TRS will be non-negotiable and by itself will not create any obligation of any kind.

(i) In case of QIB Bidders, only the BRLMs and their Affiliate Syndicate Members have the right to accept the
Bid or reject it. However, such rejection shall be made at the time of receiving the Bid and only after
assigning a reason for such rejection in writing. In case of Non-Institutional Bidders and Retail Individual
Bidders, Bids will be rejected on technical grounds listed on page 350 of this Draft Red Herring Prospectus.
The Members of the Syndicate may also reject Bids if all the information required is not provided and the
Bid cum Application Form is incomplete in any respect. The SCSBs shall have no right to reject Bids,
except on technical grounds.

(j) The permission given by the Stock Exchanges to use their network and software of the online IPO system

339
 should not in any way be deemed or construed to mean that the compliance with various statutory and other
requirements by the Company and/or the BRLMs are cleared or approved by the Stock Exchanges; nor
does it in any manner warrant, certify or endorse the correctness or completeness of any of the compliance
with the statutory and other requirements nor does it take any responsibility for the financial or other
soundness of the Company, the Promoter, the management or any scheme or project of the Company; nor
does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of
this Draft Red Herring Prospectus; nor does it warrant that the Equity Shares will be listed or will continue
to be listed on the Stock Exchanges.

(k) Only Bids that are uploaded on the online IPO system of the Stock Exchanges shall be considered for
allocation/ Allotment. Members of the Syndicate will be given up to one day after the Bid/Issue Closing
Date to verify DP ID and Client ID uploaded in the online IPO system during the Bid/Issue Period after
which the Registrar to the Issue will receive this data from the Stock Exchanges and will validate the
electronic bid details with depositories records.

(l) Details of Bids in the Anchor Investor Portion will not be registered on the on-line facilities of the
electronic facilities of the Stock Exchanges.

Build up of the book and revision of Bids

(a) Bids received from various Bidders through the Syndicate and the SCSBs shall be electronically uploaded
to the Stock Exchanges‟ mainframe on a regular basis.

(b) The Book gets built up at various price levels. This information will be available with the BRLMs at the
end of the Bid/Issue Period.

(c) During the Bid/Issue Period, any Bidder who has registered his or her interest in the Equity Shares at a
particular price level is free to revise his or her Bid within the Price Band using the printed Revision Form,
which is a part of the Bid cum Application Form.

(d) Revisions can be made in both the desired number of Equity Shares and the Bid Amount by using the
Revision Form. Apart from mentioning the revised options in the Revision Form, the Bidder must also
mention the details of all the options in his or her Bid cum Application Form or earlier Revision Form. For
example, if a Bidder has Bid for three options in the Bid cum Application Form and such Bidder is
changing only one of the options in the Revision Form, he must still fill the details of the other two options
that are not being revised, in the Revision Form. The Syndicate and the Designated Branches of the SCSBs
will not accept incomplete or inaccurate Revision Forms.

(e) The Bidder can make this revision any number of times during the Bid/Issue Period. However, for any
revision(s) in the Bid, the Bidders will have to use the services of the same member of the Syndicate or the
SCSB through whom such Bidder had placed the original Bid. Bidders are advised to retain copies of the
blank Revision Form and the revised Bid must be made only in such Revision Form or copies thereof.

(f) In case of an upward revision in the Price Band announced as above, Retail Individual Bidders who had
Bid at Cut-off Price could either (i) revise their Bid or (ii) shall make additional payment based on the cap
of the revised Price Band (such that the total amount i.e., original Bid Amount plus additional payment
does not exceed Rs. 100,000 if the Bidder wants to continue to Bid at Cut-off Price), with the Syndicate to
whom the original Bid was submitted. In case the total amount (i.e., original Bid Amount plus additional
payment) exceeds Rs. 100,000, the Bid will be considered for allocation under the Non-Institutional Portion
in terms of the Red Herring Prospectus. If, however, the Bidder does not either revise the Bid or make
additional payment and the Issue Price is higher than the cap of the Price Band prior to revision, the
number of Equity Shares Bid for shall be adjusted downwards for the purpose of allocation, such that no
additional payment would be required from the Bidder and the Bidder is deemed to have approved such
revised Bid at Cut-off Price.

(g) In case of a downward revision in the Price Band, announced as above, Retail Individual Bidders who have

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 Bid at Cut-off Price could either revise their Bid or the excess amount paid at the time of bidding would be
refunded from the Escrow Account.

(h) The Company, in consultation with the BRLMs, shall decide the minimum number of Equity Shares for
each Bid to ensure that the minimum application value is within the range of Rs. 5,000 to Rs. 7,000.

(i) Any revision of the Bid shall be accompanied by payment in the form of cheque or demand draft for the
incremental amount, if any, to be paid on account of the upward revision of the Bid. With respect to the
Bids by ASBA Bidders, if revision of the Bids results in an incremental amount, the relevant SCSB shall
block the additional Bid Amount. In case of Bids, other than ASBA Bids, the Syndicate shall collect the
payment in the form of cheque or demand draft if any, to be paid on account of the upward revision of the
Bid at the time of one or more revisions by the QIB Bidders. In such cases, the Syndicate will revise the
earlier Bids details with the revised Bid and provide the cheque or demand draft number of the new
payment instrument in the electronic book. The Registrar will reconcile the Bid data and consider the
revised Bid data for preparing the Basis of Allotment.

(j) When a Bidder revises his or her Bid, he or she shall surrender the earlier TRS and may get a revised TRS
from the Syndicate or the SCSB, as applicable. It is the responsibility of the Bidder to request for and
obtain the revised TRS, which will act as proof of his or her having revised the previous Bid.

Price Discovery and Allocation

(a) Based on the demand generated at various price levels, the Company in consultation with the BRLMs shall
finalise the Issue Price.

(b) 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 sole discretion of the Company in
consultation with the BRLMs and the Desginated Stock Exchange. If at least 50% of the Issue is not
allocated to the QIBs, the entire subscription monies shall be refunded.

(c) Allocation to Non-Residents, including Eligible NRIs and FIIs registered with SEBI, applying on
repatriation basis will be subject to applicable law, rules, regulations, guidelines and approvals.

(d) Allocation to Anchor Investors shall be at the discretion of the Company in consultation with the BRLMs,
subject to the compliance with the SEBI Regulations.

(e) QIB Bidders shall not be allowed to withdraw their Bid after the Bid/Issue Closing Date. Further the
Anchor Investors shall not be allowed to withdraw their Bids after the Anchor Investor Bid/Issue Period.

(f) The Basis of Allotment shall be put up on the website of the Registrar.

Signing of the Underwriting Agreement and the RoC Filing

(a) the Company, the BRLMs and the Syndicate Members shall enter into an Underwriting Agreement on or
immediately after the finalisation of the Issue Price.

(b) After signing the Underwriting Agreement, the Company will update and file the updated Red Herring
Prospectus with the RoC in accordance with the applicable law, which then would be termed as the
„Prospectus‟. The Prospectus will contain details of the Issue Price, Issue size, underwriting arrangements
and will be complete in all material respects.

Pre-Issue Advertisement

Subject to Section 66 of the Companies Act, the Company shall, after registering the Red Herring Prospectus with
the RoC, publish a pre-Issue advertisement, in the form prescribed by the SEBI Regulations, in one English
language national daily newspaper, one Hindi language national daily newspaper and one Regional language daily

341
newspaper, each with wide circulation.

Advertisement regarding Issue Price and Prospectus

The Company will issue a statutory advertisement after the filing of the Prospectus with the RoC. This
advertisement, in addition to the information that has to be set out in the statutory advertisement, shall indicate the
Issue Price and the Anchor Investor Issue Price. Any material updates between the date of the Red Herring
Prospectus and the date of Prospectus will be included in such statutory advertisement.

Issuance of Confirmation of Allotment Note (“CAN”)

(a) Upon approval of the Basis of Allotment by the Designated Stock Exchange, the Registrar shall send to the
Syndicate a list of the Bidders who have been Allotted Equity Shares in the Issue.

(b) The Registrar will then dispatch a CAN to the Bidders who have been Allotted Equity Shares in the Issue.
The dispatch of a CAN shall be deemed a valid, binding and irrevocable contract for the Bidder.

(c) The Issuance of CAN is subject to “Notice to Anchor Investors – Allotment Reconciliation and Revised
CANs” as set forth under “Issue Procedure” on page 332 of this Draft Red Herring Prospectus.

Notice to Anchor Investors: Allotment Reconciliation and CANs

A physical book will be prepared by the Registrar on the basis of the Bid cum Application Forms received from
Anchor Investors. Based on the physical book and at the discretion of the Company and the BRLMs, selected
Anchor Investors will be sent an Anchor Investor Allocation Notice and/or a revised Anchor Investor Allocation
Notice, as the case may be. All Anchor Investors will be sent Anchor Investor Allocation Notice post Anchor
Investor Bidding Period and in the event that the Issue Price is higher than the Anchor Investor Issue Price, the
Anchor Investors will be sent a revised Anchor Investor Allocation Notice within one day of the Pricing Date
indicating the number of Equity Shares allocated to such Anchor Investor and the pay-in date for payment of the
balance amount. Anchor Investors should note that they shall be required to pay any additional amounts, being the
difference between the Issue Price and the Anchor Investor Issue Price, as indicated in the revised Anchor Investor
Allocation Notice within the pay-in date referred to in the revised Anchor Investor Allocation Notice. The revised
Anchor Investor Allocation Notice will constitute a valid, binding and irrevocable contract (subject to the issue of
CAN) for the Anchor Investor to pay the difference between the Issue Price and the Anchor Investor Issue Price and
accordingly the CAN will be issued to such Anchor Investors. In the event the Issue Price is lower than the Anchor
Investor Issue Price, the Anchor Investors who have been Allotted Equity Shares will directly receive CAN. The
dispatch of CAN shall be deemed a valid, binding and irrevocable contract for the Allotment of Equity Shares to
such Anchor Investors.

The final allocation is subject to the physical application being valid in all respect along with receipt of stipulated
documents, the Issue Price being finalised at a price not higher than the Anchor Investor Issue Price and Allotment
by the Board of Directors.

Designated Date and Allotment of Equity Shares

(a) The Company will ensure that (i) the Allotment of Equity Shares; and (ii) credit to the successful Bidder‟s
depositary account will be completed within 12 Working Days of the Bid/Issue Closing Date. After the
funds are transferred from the Escrow Account to the Public Issue Account on the Designated Date, the
Company will ensure the credit to the successfull Bidder‟s depository account is completed within two
Working Days from the date of Allotment.

(b) In accordance with the SEBI Regulations, Equity Shares will be issued and Allotment shall be made only in
the dematerialised form to the Allottees.

(c) Allottees will have the option to re-materialise the Equity Shares so Allotted as per the provisions of the
Companies Act and the Depositories Act.

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Investors are advised to instruct their Depository Participant to accept the Equity Shares that may be
allocated/ Allotted to them pursuant to this Issue.

GENERAL INSTRUCTIONS

Do‟s:

(a) Check if you are eligible to apply;

(b) Ensure that you have Bid within the Price Band;

(c) Read all the instructions carefully and complete the Bid cum Application Form;

(d) Ensure that the details about the Depository Participant and the beneficiary account are correct as
Allotment of Equity Shares will be in the dematerialised form only;

(e) Ensure that the Bids are submitted at the bidding centres only on forms bearing the stamp of a member of
the Syndicate or with respect to ASBA Bidders, ensure that your Bid is submitted at a Designated Branch
of the SCSB where the ASBA Bidder or the person whose bank account will be utilised by the Bidder for
bidding has a bank account;

(f) With respect to Bids by ASBA Bidders, ensure that the ASBA Bid cum Application Form is signed by the
account holder in case the applicant is not the account holder. Ensure that you have mentioned the correct
bank account number in the ASBA Bid cum Application Form;

(g) Ensure that you request for and receive a TRS for all your Bid options;

(h) Ensure that you have funds equal to the Bid Amount in your bank account maintained with the SCSB
before submitting the ASBA Bid cum Application Form to the respective Designated Branch of the SCSB;

(i) Ensure that the full Bid Amount is paid for the Bids submitted to the Syndicate and funds equivalent to the
Bid Amount are blocked in case of any Bids submitted though the SCSBs.

(j) Instruct your respective banks to not release the funds blocked in the bank account under the ASBA
process;

(k) Submit revised Bids to the same member of the Syndicate through whom the original Bid was placed and
obtain a revised TRS;

(l) Except for Bids submitted on behalf of the Central Government or the State Government and officials
appointed by a court, all Bidders should mention their PAN allotted under the IT Act;

(m) Ensure that the Demographic Details (as defined herein below) are updated, true and correct in all respects;

(n) Ensure that the name(s) given in the Bid cum Application Form is exactly the same as the name(s) in which
the beneficiary account is held with the Depository Participant. In case the Bid cum Application Form is
submitted in joint names, ensure that the beneficiary account is also held in same joint names and such
names are in the same sequence in which they appear in the Bid cum Application Form.

Don‟ts:

(a) Do not Bid for lower than the minimum Bid size;

(b) Do not Bid/ revise Bid Amount to less than the Floor Price or higher than the Cap Price;

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(c) Do not Bid on another Bid cum Application Form after you have submitted a Bid to the Syndicate or the
SCSBs, as applicable;

(d) Do not pay the Bid Amount in cash, by money order or by postal order or by stockinvest;

(e) Do not send Bid cum Application Forms by post; instead submit the same to a member of the Syndicate or
the SCSBs only;

(f) Do not Bid at Cut-off Price (for QIB Bidders and Non-Institutional Bidders, for Bid Amount in excess of
Rs. 100,000);

(g) Do not Bid for a Bid Amount exceeding Rs. 100,000 (for Bids by Retail Individual Bidders);

(h) Do not fill up the Bid cum Application Form such that the Equity Shares Bid for exceeds the Issue Size
and/ or investment limit or maximum number of Equity Shares that can be held under the applicable laws
or regulations or maximum amount permissible under the applicable regulations;

(i) Do not submit the GIR number instead of the PAN as the Bid is liable to be rejected on this ground; and

(j) Do not submit the Bids without the full Bid Amount.

INSTRUCTIONS FOR COMPLETING THE BID CUM APPLICATION FORM

Bids must be:

(a) Made only in the prescribed Bid cum Application Form or Revision Form, as applicable.

(b) Completed in full, in BLOCK LETTERS in ENGLISH and in accordance with the instructions contained
herein, in the Bid cum Application Form or in the Revision Form. Incomplete Bid cum Application Forms
or Revision Forms are liable to be rejected. Bidders should note that the Syndicate and / or the SCSBs, as
appropriate, will not be liable for errors in data entry due to incomplete or illegible Bid cum Application
Forms or Revision Forms.

(c) Information provided by the Bidders will be uploaded in the online IPO system by the Syndicate and the
SCSBs, as the case may be, and the electronic data will be used to make allocation/ Allotment. The
Bidders should ensure that the details are correct and legible.

(d) For Retail Individual Bidders, the Bid must be for a minimum of [] Equity Shares and in multiples of []
thereafter subject to a maximum Bid Amount of Rs. 100,000.

(e) For Non-Institutional Bidders and QIB Bidders, Bids must be for a minimum of such number of Equity
Shares that the Bid Amount exceeds or equal to Rs. 100,000 and in multiples of [] Equity Shares
thereafter. Bids cannot be made for more than the Issue size. Bidders are advised to ensure that a single Bid
from them should not exceed the investment limits or maximum number of Equity Shares that can be held
by them under the applicable laws or regulations.

(f) For Anchor Investors, Bids must be for a minimum of such number of Equity Shares that the Bid Amount
exceeds or equal to Rs. 100 million and in multiples of [] Equity Shares thereafter.

(g) In single name or in joint names (not more than three, and in the same order as their Depository Participant
details).

(h) Thumb impressions and signatures other than in the languages specified in the Eighth Schedule to the
Constitution of India must be attested by a Magistrate or a Notary Public or a Special Executive Magistrate
under official seal.

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Bidder‟s PAN, Depository Account and Bank Account Details

Bidders should note that on the basis of PAN of the Bidders, DP ID and beneficiary account number provided
by them in the Bid cum Application Form, the Registrar will obtain from the Depository the demographic
details including address, Bidders bank account details, MICR code and occupation (hereinafter referred to
as “Demographic Details”). These bank account details would be used for giving refunds (including through
physical refund warrants, direct credit, NECS, NEFT and RTGS) or unblocking of ASBA Account. Hence,
Bidders are advised to immediately update their bank account details as appearing on the records of the
Depository Participant. Please note that failure to do so could result in delays in despatch/ credit of refunds to
Bidders or unblocking of ASBA Account at the Bidders sole risk and neither the BRLMs or the Registrar or
the Escrow Collection Banks or the SCSBs nor the Company shall have any responsibility and undertake any
liability for the same. Hence, Bidders should carefully fill in their Depository Account details in the Bid cum
Application Form.

IT IS MANDATORY FOR ALL THE BIDDERS TO GET THEIR EQUITY SHARES IN

DEMATERIALISED FORM. ALL BIDDERS SHOULD MENTION THEIR DEPOSITORY
PARTICIPANT‟S NAME, DEPOSITORY PARTICIPANT IDENTIFICATION NUMBER AND
BENEFICIARY ACCOUNT NUMBER IN THE BID CUM APPLICATION FORM. INVESTORS MUST
ENSURE THAT THE NAME GIVEN IN THE BID CUM APPLICATION FORM IS EXACTLY THE
SAME AS THE NAME IN WHICH THE DEPOSITORY ACCOUNT IS HELD. IN CASE THE BID CUM
APPLICATION FORM IS SUBMITTED IN JOINT NAMES, IT SHOULD BE ENSURED THAT THE
DEPOSITORY ACCOUNT IS ALSO HELD IN THE SAME JOINT NAMES AND ARE IN THE SAME
SEQUENCE IN WHICH THEY APPEAR IN THE BID CUM APPLICATION FORM.

These Demographic Details would be used for all correspondence with the Bidders including mailing of the
CANs/allocation advice and printing of bank particulars on the refund orders or for refunds through electronic
transfer of funds, as applicable. The Demographic Details given by Bidders in the Bid cum Application Form would
not be used for any other purpose by the Registrar.

By signing the Bid cum Application Form, the Bidder would be deemed to have authorised the Depositories to
provide, upon request, to the Registrar, the required Demographic Details as available on its records.

Refund orders/ CANs would be mailed at the address of the Bidder as per the Demographic Details received
from the Depositories. Bidders may note that delivery of refund orders/ CANs may get delayed if the same
once sent to the address obtained from the Depositories are returned undelivered. In such an event, the
address and other details given by the Bidder (other than ASBA Bidders) in the Bid cum Application Form
would be used only to ensure dispatch of refund orders. Please note that any such delay shall be at such
Bidder‟s sole risk and neither the Company, the Escrow Collection Banks, Registrar, the BRLMs shall be
liable to compensate the Bidder for any losses caused to the Bidder due to any such delay or liable to pay any
interest for such delay.

In case no corresponding record is available with the Depositories, which matches the three parameters, namely,
PAN of the sole/First Bidder, the DP ID and the beneficiary‟s identity, then such Bids are liable to be rejected.

Bids by Non-Residents including Eligible NRIs and FIIs on a repatriation basis

Bids and revision to Bids must be made in the following manner:

1. On the Bid cum Application Form or the Revision Form, as applicable (blue in colour), and completed in
full in BLOCK LETTERS in ENGLISH in accordance with the instructions contained therein.

2. In a single name or joint names (not more than three and in the same order as their Depositary Participant
Details).

3. Bids on a repatriation basis shall be in the names of individuals, or in the name of FIIs but not in the names
of minors, OCBs, firms or partnerships, foreign nationals (excluding NRIs) or their nominees.

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Bids by Eligible NRIs for a Bid Amount of up to Rs. 100,000 would be considered under the Retail Portion for the
purposes of allocation and Bids for a Bid Amount of more than Rs. 100,000 would be considered under Non-
Institutional Portion for the purposes of allocation.

Refunds, dividends and other distributions, if any, will be payable in Indian Rupees only and net of bank
charges and/or commission. In case of Bidders who remit money through Indian Rupee drafts purchased
abroad, such payments in Indian Rupees will be converted into US Dollars or any other freely convertible
currency as may be permitted by the RBI at the rate of exchange prevailing at the time of remittance and will
be dispatched by registered post or if the Bidders so desire, will be credited to their NRE accounts, details of
which should be furnished in the space provided for this purpose in the Bid cum Application Form. The
Company will not be responsible for loss, if any, incurred by the Bidder on account of conversion of foreign
currency.

There is no reservation for Eligible NRIs and FIIs and all Bidders will be treated on the same basis with other
categories for the purpose of allocation.

Bids under Power of Attorney

In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered societies,
FIIs, Mutual Funds, insurance companies and provident funds with a minimum corpus of Rs. 250 million (subject to
applicable law) and pension funds with a minimum corpus of Rs. 250 million, a certified copy of the power of
attorney or the relevant resolution or authority, as the case may be, along with a certified copy of the memorandum
of association and articles of association and/or bye laws must be lodged along with the Bid cum Application Form.
Failing this, the Company reserves the right to accept or reject any Bid in whole or in part, in either case, without
assigning any reason therefor.

In addition to the above, certain additional documents are required to be submitted by the following entities:

(a). With respect to Bids by FIIs and Mutual Funds, a certified copy of their SEBI registration certificate must
be lodged along with the Bid cum Application Form.

(b). With respect to Bids by insurance companies registered with the Insurance Regulatory and Development
Authority, in addition to the above, a certified copy of the certificate of registration issued by the Insurance
Regulatory and Development Authority must be lodged along with the Bid cum Application Form.

(c). With respect to Bids made by provident funds with a minimum corpus of Rs. 250 million (subject to
applicable law) and pension funds with a minimum corpus of Rs. 250 million, a certified copy of a
certificate from a chartered accountant certifying the corpus of the provident fund/pension fund must be
lodged along with the Bid cum Application Form.

The Company in its absolute discretion, reserves the right to relax the above condition of simultaneous lodging of
the power of attorney along with the Bid cum Application form, subject to such terms and conditions that the
Company, the BRLMs may deem fit.

PAYMENT INSTRUCTIONS

Escrow Mechanism for Bidders other than ASBA Bidders

The Company and the Syndicate shall open Escrow Account(s) with one or more Escrow Collection Bank(s) in
whose favour the Bidders shall make out the cheque or demand draft in respect of his or her Bid and/or revision of
the Bid. Cheques or demand drafts received for the full Bid Amount from Bidders would be deposited in the Escrow
Account.

The Escrow Collection Banks will act in terms of the Red Herring Prospectus and the Escrow Agreement. The
Escrow Collection Banks for and on behalf of the Bidders shall maintain the monies in the Escrow Account until the

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Designated Date. The Escrow Collection Banks shall not exercise any lien whatsoever over the monies deposited
therein and shall hold the monies therein in trust for the Bidders. On the Designated Date, the Escrow Collection
Banks shall transfer the funds represented by allocation of Equity Shares (other than ASBA funds with the SCSBs)
from the Escrow Account, as per the terms of the Escrow Agreement, into the Public Issue Account with the
Bankers to the Issue. The balance amount after transfer to the Public Issue Account shall be transferred to the
Refund Account. Payments of refund to the Bidders shall also be made from the Refund Account as per the terms of
the Escrow Agreement and the Draft Red Herring Prospectus.

The Bidders should note that the escrow mechanism is not prescribed by SEBI and has been established as an
arrangement between the Company, the Syndicate, the Escrow Collection Banks and the Registrar to facilitate
collections from the Bidders.

Payment mechanism for ASBA Bidders

The ASBA Bidders shall specify the bank account number in the ASBA Bid cum Application Form and the SCSB
shall block an amount equivalent to the Bid Amount in the bank account specified in the ASBA Bid cum
Application Form. The SCSB shall keep the Bid Amount in the relevant bank account blocked until withdrawal/
rejection of the ASBA Bid or receipt of instructions from the Registrar to unblock the Bid Amount. In the event of
withdrawal or rejection of the ASBA Bid cum Application Form or for unsuccessful ASBA Bid cum Application
Forms, the Registrar shall give instructions to the SCSB to unblock the application money in the relevant bank
account within one day of receipt of such instruction. The Bid Amount shall remain blocked in the ASBA Account
until finalisation of the Basis of Allotment in the Issue and consequent transfer of the Bid Amount to the Public
Issue Account, or until withdrawal/ failure of the Issue or until rejection of the Bid by ASBA Bidder, as the case
may be.

Payment into Escrow Account for Bidders other than ASBA Bidders

Each Bidder shall draw a cheque or demand draft or (for Anchor Investors) remit the funds electronically through
the RTGS mechanism for the Bid Amount payable on the Bid as per the following terms:

1. All Bidders would be required to pay the full Bid Amount at the time of the submission of the Bid cum
Application Form.

2. The Bidders shall, with the submission of the Bid cum Application Form, draw a payment instrument for
the Bid Amount in favour of the Escrow Account and submit the same to the Syndicate. If the payment is
not made favouring the Escrow Account along with the Bid cum Application Form, the Bid of the Bidder
shall be rejected.

3. The payment instruments for payment into the Escrow Account should be drawn in favour of:

(a) In case of Resident QIB Bidders: “[●]”

(b) In case of Non-Resident QIB Bidders: “[●]”

(c) In case of Resident Retail and Non-Institutional Bidders: “[●]”

(d) In case of Non-Resident Retail and Non-Institutional Bidders: “[●]”

4. Anchor Investors would be required to pay the Bid Amount at the time of submission of the Bid cum
Application Form. In the event of the Issue Price being higher than the price at which allocation is made to
Anchor Investors, the Anchor Investors shall be required to pay such additional amount to the extent of
shortfall between the price at which allocation is made to them and the Issue Price as per the pay-in date
mentioned in the revised Anchor Investor Allocation Notice. If the Issue Price is lower than the price at
which allocation is made to Anchor Investors, the amount in excess of the Issue Price paid by Anchor
Investors shall not be refunded to them.

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5. For Anchor Investors, the payment instruments for payment into the Escrow Account should be drawn in
favour of:

(a) In case of resident Anchor Investors: “[●]”

(b) In case of non-resident Anchor Investors: “[●]”

6. In case of Bids by NRIs applying on repatriation basis, the payments must be made through Indian Rupee
drafts purchased abroad or cheques or bank drafts, for the amount payable on application remitted through
normal banking channels or out of funds held in Non-Resident External (NRE) Accounts or Foreign
Currency Non-Resident (FCNR) Accounts, maintained with banks authorised to deal in foreign exchange
in India, along with documentary evidence in support of the remittance. Payment will not be accepted out
of Non-Resident Ordinary (NRO) Account of Non-Resident Bidder bidding on a repatriation basis.
Payment by drafts should be accompanied by bank certificate confirming that the draft has been issued by
debiting to NRE Account or FCNR Account.

7. In case of Bids by NRIs applying on non-repatriation basis, the payments must be made through Indian
Rupee Drafts purchased abroad or cheques or bank drafts, for the amount payable on application remitted
through normal banking channels or out of funds held in Non-Resident External (NRE) Accounts or
Foreign Currency Non-Resident (FCNR) Accounts, maintained with banks authorised to deal in foreign
exchange in India, along with documentary evidence in support of the remittance or out of a Non-Resident
Ordinary (NRO) Account of a Non-Resident Bidder bidding on a non-repatriation basis. Payment by drafts
should be accompanied by a bank certificate confirming that the draft has been issued by debiting an NRE
or FCNR or NRO Account.

8. In case of Bids by FIIs, the payment should be made out of funds held in a Special Rupee Account along
with documentary evidence in support of the remittance. Payment by drafts should be accompanied by a
bank certificate confirming that the draft has been issued by debiting the Special Rupee Account.

9. The monies deposited in the Escrow Account will be held for the benefit of the Bidders (other than ASBA
Bidders) till the Designated Date.

10. On the Designated Date, the Escrow Collection Banks shall transfer the funds from the Escrow Account as
per the terms of the Escrow Agreement into the Public Issue Account with the Bankers to the Issue.

11. On the Designated Date and no later than 10 Working Days from the Bid/Issue Closing Date, the Escrow
Collection Bank shall also refund all amounts payable to unsuccessful Bidders (other than ASBA Bidders)
and also the excess amount paid on bidding, if any, after adjusting for allocation/Allotment to such Bidders.

12. Payments should be made by cheque, or a demand draft drawn on any bank (including a co-operative
bank), which is situated at, and is a member of or sub-member of the bankers‟ clearing house located at the
centre where the Bid cum Application Form is submitted. Outstation cheques/bank drafts drawn on banks
not participating in the clearing process will not be accepted and applications accompanied by such cheques
or bank drafts are liable to be rejected. Cash/ stockinvest/money orders/postal orders will not be accepted.

Submission of Bid cum Application Form

All Bid cum Application Forms or Revision Forms duly completed and accompanied by account payee cheques or
drafts shall be submitted to the Syndicate at the time of submission of the Bid. With respect to the ASBA Bidders,
the ASBA Bid cum Application Form or the ASBA Revision Form shall be submitted to the Designated Branches of
the SCSBs.

No separate receipts shall be issued for the money payable on the submission of Bid cum Application Form or
Revision Form. However, the collection centre of the Syndicate will acknowledge the receipt of the Bid cum
Application Forms or Revision Forms by stamping and returning to the Bidder the acknowledgement slip. This
acknowledgement slip will serve as the duplicate of the Bid cum Application Form for the records of the Bidder.

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OTHER INSTRUCTIONS

Joint Bids in the case of Individuals

Bids may be made in single or joint names (not more than three). In the case of joint Bids, all payments will be made
out in favour of the Bidder whose name appears first in the Bid cum Application Form or Revision Form. All
communications will be addressed to the First Bidder and will be dispatched to his or her address as per the
Demographic Details received from the Depository.

Multiple Bids

A Bidder should submit only one Bid (and not more than one) for the total number of Equity Shares required. Two
or more Bids will be deemed to be multiple Bids if the sole or First Bidder is one and the same.

In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund registered with
SEBI and such Bids in respect of more than one scheme of the Mutual Fund will not be treated as multiple Bids
provided that the Bids clearly indicate the scheme concerned for which the Bid has been made. Bids by QIBs under
the Anchor Investor Portion and QIB Portion (excluding Anchor Investor Portion) will not be considered as multiple
Bids.

The Company reserves the right to reject, in its absolute discretion, all or any multiple Bids in any or all categories.
In this regard, the procedures which would be followed by the Registrar to detect multiple Bids are given below:

1. All Bids will be checked for common PAN and will be accumulated and taken to a separate process file
which would serve as a multiple master.

2. In this master, a check will be carried out for the same PAN. In cases where the PAN is different, the same
will be deleted from this master.

3. The Registrar will obtain, from the depositories, details of the applicant‟s address based on the DP ID and
Beneficiary Account Number provided in the Bid data and create an address master.

4. The addresses of all the applications in the multiple master will be strung from the address master. This
involves putting the addresses in a single line after deleting non-alpha and non-numeric characters i.e.
commas, full stops, hash etc. Sometimes, the name, the first line of address and pin code will be converted
into a string for each application received and a photo match will be carried out amongst all the
applications processed. A print-out of the addresses will be taken to check for common names. The Bids
with same name and same address will be treated as multiple Bids.

5. The Bids will be scrutinised for DP ID and Beneficiary Account Numbers. In case applications bear the
same DP ID and Beneficiary Account Numbers, these will be treated as multiple applications.

Permanent Account Number or PAN

Except for Bids on behalf of the Central or State Government and the officials appointed by the courts, the Bidders,
or in the case of a Bid in joint names, each of the Bidders, should mention his/ her PAN allotted under the I.T. Act.
In accordance with the SEBI Regulations, the PAN would be the sole identification number for participants transacting
in the securities market, irrespective of the amount of transaction. Any Bid cum Application Form without the
PAN is liable to be rejected. It is to be specifically noted that Bidders should not submit the GIR number
instead of the PAN as the Bid is liable to be rejected on this ground.

REJECTION OF BIDS

In case of QIB Bidders, the Company in consultation with the BRLMs may reject Bids provided that the reasons for
rejecting the same shall be provided to such Bidders in writing. In case of Non-Institutional Bidders and Retail
Individual Bidders, the Company has a right to reject Bids based on technical grounds. Consequent refunds shall be

349
made by RTGS/NEFT/NES/Direct Credit/cheque or pay order or draft and will be sent to the Bidder‟s address at the
Bidder‟s risk. With respect to Bids by ASBA Bidders, the Designated Branches of the SCSBs shall have the right to
reject Bids by ASBA Bidders if at the time of blocking the Bid Amount in the Bidder‟s bank account, the respective
Designated Branch of the SCSB ascertains that sufficient funds are not available in the Bidder‟s bank account
maintained with the SCSB. Subsequent to the acceptance of the ASBA Bid by the SCSB, the Company would have
a right to reject the ASBA Bids only on technical grounds.

Grounds for Technical Rejections

Bidders are advised to note that Bids are liable to be rejected inter alia on the following technical grounds:

Amount paid does not tally with the amount payable for the highest value of Equity Shares Bid for. With
respect to Bids by ASBA Bidders, the amounts mentioned in the ASBA Bid cum Application Form does
not tally with the amount payable for the value of the Equity Shares Bid for;

In case of partnership firms, Equity Shares may be registered in the names of the individual partners and no
firm as such shall be entitled to apply;

Bid by persons not competent to contract under the Indian Contract Act, 1872 including minors, insane
persons;

PAN not mentioned in the Bid cum Application Form;

GIR number furnished instead of PAN;

Bids for lower number of Equity Shares than specified for that category of investors;

Bids at a price less than the Floor Price;

Bids at a price more than the Cap Price;

Signature of sole and/or joint Bidders missing;

Submission of more than five ASBA Bid cum Application Forms per bank account;

Submission of Bids by Anchor Investors through ASBA process;

Bids at Cut-off Price by Non-Institutional and QIB Bidders;

Bids for number of Equity Shares which are not in multiples of [ ];

Category not ticked;

Multiple Bids as defined in the Draft Red Herring Prospectus;

In case of Bids under power of attorney or by limited companies, corporate, trust etc., relevant documents
are not submitted;

Bids accompanied by stockinvest/money order/postal order/cash;

Bid cum Application Forms does not have the stamp of the BRLMs or Syndicate Members or the SCSB;

Bid cum Application Forms does not have Bidder‟s depository account details;

Bid cum Application Forms are not delivered by the Bidders within the time prescribed as per the Bid cum

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 Application Forms, Bid/Issue Opening Date advertisement and the Draft Red Herring Prospectus and as per
the instructions in the Draft Red Herring Prospectus and the Bid cum Application Forms;

In case no corresponding record is available with the Depositories that matches three parameters namely,
names of the Bidders (including the order of names of joint holders), the Depositary Participant‟s identity
(DP ID) and the beneficiary‟s account number;

With respect to Bids by ASBA Bidders, inadequate funds in the bank account to block the Bid Amount
specified in the ASBA Bid cum Application Form at the time of blocking such Bid Amount in the bank
account;

Bids for amounts greater than the maximum permissible amounts prescribed by the regulations;

Bids where clear funds are not available in Escrow Accounts as per final certificate from the Escrow
Collection Banks;

Bids by QIBs not submitted through the BRLMs or in case of ASBA Bids for QIBs (other than Anchor
Investors) not intimated to the BRLMs;

Bids by persons in the United States excluding “qualified institutional buyers” as defined in Rule 144A of
the Securities Act or other than in reliance of Regulation S under the Securities Act;

Bids by FVCIs;

Bids by multilateral and bilateral development institutions;

Bids by any person outside India if not in compliance with applicable foreign and Indian Laws;

Bids not uploaded on the terminals of the Stock Exchanges; and

Bids by persons prohibited from buying, selling or dealing in the shares directly or indirectly by SEBI or
any other regulatory authority.

IN CASE THE DP ID, CLIENT ID AND PAN MENTIONED IN THE BID CUM APPLICATION FORM
AND ENTERED INTO THE ELECTRONIC BIDDING SYSTEM OF THE STOCK EXCHANGES OR
THE SYNDICATE/THE SCSBs DO NOT MATCH WITH THE DP ID, CLIENT ID AND PAN
AVAILABLE IN THE RECORDS WITH THE DEPOSITARIES, THE APPLICATION IS LIABLE TO BE
REJECTED.

EQUITY SHARES IN DEMATERIALISED FORM WITH NSDL OR CDSL

As per the provisions of Section 68B of the Companies Act, the Allotment of Equity Shares in this Issue shall be
only in a dematerialised form, (i.e., not in the form of physical certificates but be fungible and be represented by the
statement issued through the electronic mode).

In this context, two agreements have been signed among the Company, the respective Depositories and the
Registrar:

Agreement dated [●] between NSDL, the Company and the Registrar;

Agreement dated [●], between CDSL, the Company and the Registrar.

All Bidders can seek Allotment only in dematerialised mode. Bids from any Bidder without relevant details of his or
her depository account are liable to be rejected.

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(a) A Bidder applying for Equity Shares must have at least one beneficiary account with either of the
Depository Participants of either NSDL or CDSL prior to making the Bid.

(b) The Bidder must necessarily fill in the details (including the Beneficiary Account Number and Depository
Participant‟s identification number) appearing in the Bid cum Application Form or Revision Form.

(c) Allotment to a successful Bidder will be credited in electronic form directly to the beneficiary account
(with the Depository Participant) of the Bidder.

(d) Names in the Bid cum Application Form or Revision Form should be identical to those appearing in the
account details in the Depository. In case of joint holders, the names should necessarily be in the same
sequence as they appear in the account details in the Depository.

(e) If incomplete or incorrect details are given under the heading „Bidders Depository Account Details‟ in the
Bid cum Application Form or Revision Form, it is liable to be rejected.

(f) The Bidder is responsible for the correctness of his or her Demographic Details given in the Bid cum
Application Form vis-à-vis those with his or her Depository Participant.

(g) Equity Shares in electronic form can be traded only on the Stock Exchanges having electronic connectivity
with NSDL and CDSL. All the Stock Exchanges where the Equity Shares are proposed to be listed have
electronic connectivity with CDSL and NSDL.

(h) The trading of the Equity Shares of the Company would be in dematerialised form only for all Bidders in
the demat segment of the respective Stock Exchanges.

Communications

All future communications in connection with Bids made in this Issue should be addressed to the Registrar quoting
the full name of the sole or First Bidder, Bid cum Application Form number, Bidders Depository Account Details,
number of Equity Shares applied for, date of Bid form, name and address of the member of the Syndicate or the
Designated Branch of the SCSBs where the Bid was submitted and cheque or draft number and issuing bank thereof
or with respect to ASBA Bids, bank account number in which the amount equivalent to the Bid Amount was
blocked.

Bidders can contact the Compliance Officer or the Registrar 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
accounts, refund orders etc. In case of ASBA Bids submitted to the Designated Branches of the SCSBs, the
Bidders can contact the Designated Branches of the SCSBs.

PAYMENT OF REFUND

Bidders other than ASBA Bidders must note that on the basis of the names of the Bidders, Depository Participant‟s
name, DP ID, beneficiary account number provided by them in the Bid cum Application Form, the Registrar will
obtain, from the Depositories, the Bidders‟ bank account details, including the nine digit Magnetic Ink Character
Recognition (“MICR”) code as appearing on a cheque leaf. Hence, Bidders are advised to immediately update their
bank account details as appearing on the records of the Depository Participant. Please note that failure to do so could
result in delays in despatch of refund order or refunds through electronic transfer of funds, as applicable, and any
such delay shall be at the Bidders‟ sole risk and neither the Company, the Registrar, Escrow Collection Bank(s),
Bankers to the Issue, the BRLMs shall be liable to compensate the Bidders for any losses caused to the Bidder due
to any such delay or liable to pay any interest for such delay.

Mode of making refunds for Bidders other than ASBA Bidders

The payment of refund, if any, for Bidders other than ASBA Bidders would be done through various modes in the

352
following order of preference:

1. NECS – Payment of refund would be done through NECS for applicants having an account at any of the
centres where such facility has been made available. This mode of payment of refunds would be subject to
availability of complete bank account details including the MICR code as appearing on a cheque leaf, from
the Depositories. The payment of refunds is mandatory for applicants having a bank account at any of the
abovementioned centres, except where the applicant, being eligible, opts to receive refund through direct
credit or RTGS.

2. Direct Credit – Applicants having bank accounts with the Refund Bank (s), as mentioned in the Bid cum
Application Form, shall be eligible to receive refunds through direct credit. Charges, if any, levied by the
Refund Bank(s) for the same would be borne by the Company.

3. RTGS – Applicants having a bank account at any of the abovementioned centres and whose refund amount
exceeds Rs. 5 million, have the option to receive refund through RTGS. Such eligible applicants who
indicate their preference to receive refund through RTGS are required to provide the IFSC code in the Bid
cum Application Form. In the event the same is not provided, refund shall be made through NECS.
Charges, if any, levied by the Refund Bank(s) for the same would be borne by the Company. Charges, if
any, levied by the applicant‟s bank receiving the credit would be borne by the applicant.

4. NEFT – Payment of refund shall be undertaken through NEFT wherever the applicants‟ bank has been
assigned the Indian Financial System Code (IFSC), which can be linked to a Magnetic Ink Character
Recognition (MICR), if any, available to that particular bank branch. IFSC Code will be obtained from the
website of RBI as on a date immediately prior to the date of payment of refund, duly mapped with MICR
numbers. Wherever the applicants have registered their nine digit MICR number and their bank account
number while opening and operating the demat account, the same will be duly mapped with the IFSC Code
of that particular bank branch and the payment of refund will be made to the applicants through this
method. The process flow in respect of refunds by way of NEFT is at an evolving stage and hence use of
NEFT is subject to operational feasibility, cost and process efficiency. The process flow in respect of
refunds by way of NEFT is at an evolving stage, hence use of NEFT is subject to operational feasibility,
cost and process efficiency. In the event that NEFT is not operationally feasible, the payment of refunds
would be made through any one of the other modes as discussed in the sections.

5. For all other applicants, including those who have not updated their bank particulars with the MICR code,
the refund orders will be despatched under certificate of posting for value upto Rs. 1,500 and through
Speed Post/ Registered Post for refund orders of Rs. 1,500 and above. Such refunds will be made by
cheques, pay orders or demand drafts drawn on the Escrow Collection Banks and payable at par at places
where Bids are received. Bank charges, if any, for cashing such cheques, pay orders or demand drafts at
other centres will be payable by the Bidders.

Mode of making refunds for ASBA Bidders

In case of ASBA Bidders, the Registrar shall instruct the relevant SCSB to unblock the funds in the relevant ASBA
Account to the extent of the Bid Amount specified in the ASBA Bid cum Application Forms for withdrawn, rejected
or unsuccessful or partially successful ASBA Bids within 12 Working Days of the Bid/Issue Closing Date.

DISPOSAL OF APPLICATIONS AND APPLICATION MONEYS AND INTEREST IN CASE OF DELAY

With respect to Bidders other than ASBA Bidders, the Company shall ensure dispatch of Allotment advice, refund
orders (except for Bidders who receive refunds through electronic transfer of funds) and give benefit to the
beneficiary account with Depository Participants and submit the documents pertaining to the Allotment to the Stock
Exchanges within two Working Days of date of Allotment of Equity Shares.

In case of applicants who receive refunds through NECS, direct credit or RTGS, the refund instructions will be
given to the clearing system within 12 Working Days from the Bid/ Issue Closing Date. A suitable communication
shall be sent to the Bidders receiving refunds through this mode within 12 Working Days of Bid/ Issue Closing

353
Date, giving details of the bank where refunds shall be credited along with amount and expected date of electronic
credit of refund.

The Company shall use best efforts to ensure that all steps for completion of the necessary formalities for listing and
commencement of trading at all the Stock Exchanges where the Equity Shares are proposed to be listed, are taken
within 12 Working Days of the Bid/Issue Closing Date.

In accordance with the Companies Act, the requirements of the Stock Exchanges and the SEBI Regulations, the
Company further undertakes that:

Allotment of Equity Shares shall be made only in dematerialised form within 12 Working Days of the
Bid/Issue Closing Date; and

With respect to Bidders other than ASBA Bidders, dispatch of refund orders or in a case where the refund
or portion thereof is made in electronic manner, the refund instructions are given to the clearing system
within 12 Working Days of the Bid/Issue Closing Date would be ensured. With respect to the ASBA
Bidders, instructions for unblocking of the ASBA Bidder‟s Bank Account shall be made within 12
Working Days from the Bid/Issue Closing Date.

The Company shall pay interest at 15% p.a. for any delay beyond the 15 days from the Bid/Issue Closing
Date as mentioned above, if Allotment is not made and refund orders are not dispatched or if, in a case
where the refund or portion thereof is made in electronic manner, the refund instructions have not been
given to the clearing system in the disclosed manner and/or demat credits are not made to investors within
the 12 Working Days prescribed above. If such money is not repaid within eight days from the day the
Company becomes liable to repay, the Company and every Director of the Company who is an officer in
default shall, on and from expiry of eight days, be jointly and severally liable to repay the money with
interest as prescribed under the applicable law.

IMPERSONATION

Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 68 A of the
Companies Act, which is reproduced below:

“Any person who:

(a) makes in a fictitious name, an application to a company for acquiring or subscribing for, any shares
therein, or

(b) otherwise induces a company to allot, or register any transfer of shares, therein to him, or any other
person in a fictitious name,

shall be punishable with imprisonment for a term which may extend to five years.”

BASIS OF ALLOTMENT

A. For Retail Individual Bidders

Bids received from the Retail Individual Bidders at or above the Issue Price shall be grouped
together to determine the total demand under this category. The Allotment to all the successful
Retail Individual Bidders will be made at the Issue Price.

The Issue size less Allotment to Non-Institutional and QIB Bidders shall be available for
Allotment to Retail Individual Bidders who have Bid in the Issue at a price that is equal to or
greater than the Issue Price.

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 If the aggregate demand in this category is less than or equal to 13,625,130 Equity Shares at or
above the Issue Price, full Allotment shall be made to the Retail Individual Bidders to the extent of
their valid Bids.

If the aggregate demand in this category is greater than 13,625,130 Equity Shares at or above the
Issue Price, the Allotment shall be made on a proportionate basis up to a minimum of [ ] Equity
Shares. For the method of proportionate Basis of Allotment, refer below.

B. For Non-Institutional Bidders

Bids received from Non-Institutional Bidders at or above the Issue Price shall be grouped together
to determine the total demand under this category. The Allotment to all successful Non-
Institutional Bidders will be made at the Issue Price.

The Issue size less Allotment to QIBs and Retail shall be available for Allotment to Non-
Institutional Bidders who have Bid in the Issue at a price that is equal to or greater than the Issue
Price.

If the aggregate demand in this category is less than or equal to 5,839,341 Equity Shares at or
above the Issue Price, full Allotment shall be made to Non-Institutional Bidders to the extent of
their demand.

In case the aggregate demand in this category is greater than 5,839,341 Equity Shares at or above
the Issue Price, Allotment shall be made on a proportionate basis up to a minimum of [ ] Equity
Shares. For the method of proportionate Basis of Allotment refer below.

C. For QIBs (other than Anchor Investors)

Bids received from the QIB Bidders at or above the Issue Price shall be grouped together to
determine the total demand under this portion. The Allotment to all the successful QIB Bidders
will be made at the Issue Price.

The QIB Portion shall be available for Allotment to QIB Bidders who have Bid in the Issue at a
price that is equal to or greater than the Issue Price.

Allotment shall be undertaken in the following manner:

(a) In the first instance allocation to Mutual Funds for up to 5% of the QIB Portion
(excluding Anchor Investor Portion) shall be determined as follows:

(i) In the event that Bids by Mutual Fund exceeds 5% of the QIB Portion
(excluding Anchor Investor Portion), allocation to Mutual Funds shall be done
on a proportionate basis for up to 5% of the QIB Portion (excluding Anchor
Investor Portion).

(ii) In the event that the aggregate demand from Mutual Funds is less than 5% of the
QIB Portion (excluding Anchor Investor Portion) then all Mutual Funds shall
get full Allotment to the extent of valid Bids received above the Issue Price.

(iii) Equity Shares remaining unsubscribed, if any, not allocated to Mutual Funds
shall be available for Allotment to all QIB Bidders as set out in (b) below;

(b) In the second instance Allotment to all QIBs shall be determined as follows:

(i) In the event that the oversubscription in the QIB Portion (excluding Anchor

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 Investor Portion), all QIB Bidders who have submitted Bids above the Issue
Price shall be allotted Equity Shares on a proportionate basis for up to 95% of
the QIB Portion.

(ii) Mutual Funds, who have received allocation as per (a) above, for less than the
number of Equity Shares Bid for by them, are eligible to receive Equity Shares
on a proportionate basis along with other QIB Bidders (excluding Anchor
Investor Portion).

(iii) Under-subscription below 5% of the QIB Portion (excluding Anchor Investor

Portion), if any, from Mutual Funds, would be included for allocation to the
remaining QIB Bidders on a proportionate basis.

The aggregate Allotment to QIB Bidders shall not be less than 13,625,130 Equity Shares.

D. For Anchor Investor Portion

Allocation of Equity Shares to Anchor Investors at the Anchor Investor Issue Price will be at the
discretion of the Company, in consultation with the BRLMs, subject to compliance with the
following requirements:

(a) not more than 30% of the QIB Portion will be allocated to Anchor Investors;

(b) 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 other Anchor Investors;

(c) allocation to Anchor Investors shall be on a discretionary basis and subject to a minimum
number of two Anchor Investors for allocation upto Rs. 2,500 million and minimum
number of five Anchor Investors for allocation more than Rs. 2,500 million.

The number of Equity Shares Allotted to Anchor Investors and the Anchor Investor Issue Price,
shall be made available in the public domain by the BRLMs before the Bid/ Issue Opening Date
by intimating the same to the Stock Exchanges.

Method of Proportionate Basis of Allotment in the Issue

Except in relation to Anchor Investors, in the event of the Issue being over-subscribed, the Company shall finalise
the Basis of Allotment in consultation with the Designated Stock Exchange. The executive director (or any other
senior official nominated by them) of the Designated Stock Exchange along with the BRLMs and the Registrar shall
be responsible for ensuring that the Basis of Allotment is finalised in a fair and proper manner.

The Allotment shall be made in marketable lots, on a proportionate basis as explained below:

a) Bidders will be categorised according to the number of Equity Shares applied for.

b) The total number of Equity Shares to be Allotted to each category as a whole shall be arrived at on a
proportionate basis, which is the total number of Equity Shares applied for in that category (number of
Bidders in the category multiplied by the number of Equity Shares applied for) multiplied by the inverse of
the over-subscription ratio.

c) Number of Equity Shares to be Allotted to the successful Bidders will be arrived at on a proportionate
basis, which is total number of Equity Shares applied for by each Bidder in that category multiplied by the
inverse of the over-subscription ratio.

d) In all Bids where the proportionate Allotment is less than [ ] Equity Shares per Bidder, the Allotment shall

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 be made as follows:

The successful Bidders out of the total Bidders for a category shall be determined by draw of lots
in a manner such that the total number of Equity Shares Allotted in that category is equal to the
number of Equity Shares calculated in accordance with (b) above; and

Each successful Bidder shall be Allotted a minimum of [ ] Equity Shares.

e) If the proportionate Allotment to a Bidder is a number that is more than [ ] but is not a multiple of one
(which is the marketable lot), the decimal would be rounded off to the higher whole number if that decimal
is 0.5 or higher. If that number is lower than 0.5 it would be rounded off to the lower whole number.
Allotment to all in such categories would be arrived at after such rounding off.

f) If the Equity Shares allocated on a proportionate basis to any category are more than the Equity Shares
Allotted to the Bidders in that category, the remaining Equity Shares available for Allotment shall be first
adjusted against any other category, where the Allotted Equity Shares are not sufficient for proportionate
Allotment to the successful Bidders in that category. The balance Equity Shares, if any, remaining after
such adjustment will be added to the category comprising Bidders applying for minimum number of Equity
Shares.

g) Subject to valid Bids being received, allocation of Equity Shares to Anchor Investors shall be at the sole
discretion of the Company, in consultation with the BRLMs.

Illustration of Allotment to QIBs and Mutual Funds (“MF”)

A. Issue Details

Sr. No. Particulars Issue details

1. Issue size 2000 million equity shares
2. Allocation to QIB* 1,000 million equity shares
3. Anchor Investor Portion 300 million equity shares
4. Portion available to QIBs other than Anchor 700 million equity shares
Investors [(2) minus (3)]
Of which:
a. Allocation to MF (5%) 35 million equity shares
b. Balance for all QIBs including MFs 665 million equity shares
3 No. of QIB applicants 10
4 No. of shares applied for 5000 million equity shares
*
Where 50% of the issue size is required to be alloted to QIBs.

B. Details of QIB Bids

Sr. No. Type of QIB bidders# No. of shares bid for (in million)
1 A1 500
2 A2 200
3 A3 1,300
4 A4 500
5 A5 500
6 MF1 400
7 MF2 400
8 MF3 800
9 MF4 200

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 Sr. No. Type of QIB bidders# No. of shares bid for (in million)
10 MF5 200
Total 5,000
# A1-A5: ( QIB bidders other than MFs), MF1-MF5 (QIB bidders which are Mutual Funds)

C. Details of Allotment to QIB Bidders/ Applicants

(Number of equity shares in million)

Type of Shares Allocation of 35 million Allocation of balance 665 Aggregate
QIB bid for Equity Shares to MF million Equity Shares to QIBs allocation to
bidders proportionately (please see proportionately (please see MFs
note 2 below) note 4 below)
(I) (II) (III) (IV) (V)
A1 500 0 66.50 0
A2 200 0 26.60 0
A3 1,300 0 172.90 0
A4 500 0 66.50 0
A5 500 0 66.50 0
MF1 400 7 53.20 60.20
MF2 400 7 53.20 60.20
MF3 800 14 106.40 120.40
MF4 200 3.50 26.60 30.10
MF5 200 3.50 26.60 30.10
5,000 35 665 301

Please note:

1. The illustration presumes compliance with the requirements specified in this Draft Red Herring
Prospectus in “Issue Structure” on page 328 of this Draft Red Herring Prospectus.

2. Out of 700 million equity shares allocated to QIBs, 35 million (i.e. 5%) will be allocated on
proportionate basis among five Mutual Fund applicants who applied for 2000 million equity
shares in QIB category.

3. The balance 665 million equity shares (i.e. 700-35 (available for MFs)) will be allocated on
proportionate basis among 10 QIB applicants who applied for 5000 million equity shares
(including five MF applicants who applied for 2000 million equity shares).

4. The figures in the fourth column entitled “Allocation of balance 665 million Equity Shares to
QIBs proportionately” in the above illustration are arrived as under:

For QIBs other than Mutual Funds (A1 to A5)= No. of shares bid for (i.e. in column II) X
665 / 4,965.

For Mutual Funds (MF1 to MF5)= [(No. of shares bid for (i.e. in column II of the table
above) less Equity Shares allotted ( i.e., column III of the table above)] X 665 / 4,965.

The numerator and denominator for arriving at allocation of 665 million shares to the 10
QIBs are reduced by 35 million shares, which have already been allotted to Mutual Funds
in the manner specified in column III of the table above.

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Letters of Allotment or Refund Orders or instructions to the SCSBs

The Company shall give credit to the beneficiary account with depository participants within 12 Working Days from
the Bid/Issue Closing Date. Applicants residing at the centres where clearing houses are managed by the RBI, will
get refunds through NECS only except where applicant is otherwise disclosed as eligible to get refunds through
direct credit and RTGS. The Company shall ensure dispatch of refund orders, if any, of value up to Rs. 1,500, by
“Under Certificate of Posting”, and shall dispatch refund orders above Rs. 1,500, if any, by registered post or speed
post at the sole or First Bidder‟s sole risk within 12 Working Days of the Bid/Issue Closing Date. Bidders to whom
refunds are made through electronic transfer of funds will be sent a letter through ordinary post, intimating them
about the mode of credit of refund within 12 Working Days of the Bid/ Issue Closing Date. In case of ASBA
Bidders, the Registrar shall instruct the relevant SCSBs to unblock the funds in the relevant ASBA Account to the
extent of the Bid Amount specified in the ASBA Bid cum Application Forms for withdrawn, rejected or
unsuccessful or partially successful ASBA Bids within 12 Working Days of the Bid/Issue Closing Date.

Interest in case of delay in despatch of Allotment Letters or Refund Orders/ instruction to the SCSBs by the
Registrar.

The Company agrees that (i) Allotment of Equity Shares; and (ii) credit to the successful Bidders‟ depositary
accounts will be completed within 12 Working Days of the Bid/ Issue Closing Date. The Company further agrees
that it shall pay interest at the rate of 15% p.a. if the Allotment letters or refund orders have not been despatched to
the applicants or if, in a case where the refund or portion thereof is made in electronic manner, the refund
instructions have not been given in the disclosed manner within 15 days from the Bid/ Issue Closing Date.

The Company will provide adequate funds required for dispatch of refund orders or Allotment advice to the
Registrar.

Refunds will be made by cheques, pay-orders or demand drafts drawn on a bank appointed by the Company as a
Refund Bank and payable at par at places where Bids are received. Bank charges, if any, for encashing such
cheques, pay orders or demand drafts at other centres will be payable by the Bidders.

UNDERTAKINGS BY THE COMPANY

The Company undertakes the following:

That the complaints received in respect of this Issue shall be attended to by the Company expeditiously and
satisfactorily;

That all steps for completion of the necessary formalities for listing and commencement of trading at all the
Stock Exchanges where the Equity Shares are proposed to be listed within 12 Working Days of the
Bid/Issue Closing Date;

That funds required for making refunds to unsuccessful applicants as per the mode(s) disclosed shall be
made available to the Registrar by the Issuer;

That where refunds are made through electronic transfer of funds, a suitable communication shall be sent to
the applicant within 15 days of the Bid/ Issue Closing Date, as the case may be, giving details of the bank
where refunds shall be credited along with amount and expected date of electronic credit of refund;

That the Promoter‟s contribution in full has already been brought in;

That the certificates of the securities/ refund orders to Eligible NRIs shall be despatched within specified
time;

That no further issue of Equity Shares shall be made till the Equity Shares offered through the Red Herring
Prospectus are listed or until the Bid monies are refunded on account of non-listing, under-subscription etc.;

359
 and

That adequate arrangements shall be made to collect all ASBA Bid cum Application Forms and to consider
them similar to non-ASBA applications while finalising the Basis of Allotment.

The Company shall not have recourse to the Net proceeds until the final approval for listing and trading of the
Equity Shares from all the Stock Exchanges where listing is sought, has been received.

Withdrawal of the Issue

The Company, in consultation with the BRLMs, reserves the right not to proceed with the Issue anytime after the
Bid/Issue Opening Date but before the Allotment of Equity Shares. In such an event, the Company would issue a
public notice in the newspapers, in which the pre-Issue advertisements were published, within two days of the Bid/
Issue Closing Date, providing reasons for not proceeding with the Issue. The Company shall also inform the same to
Stock Exchanges on which the Equity Shares are proposed to be listed.

Any further issue of Equity Shares by the Company shall be in compliance with applicable laws.

Utilisation of Issue proceeds

The Board of Directors certify that:

all monies received out of the Issue shall be credited/transferred to a separate bank account other than the
bank account referred to in sub-section (3) of Section 73 of the Companies Act;

details of all monies utilised out of the Issue shall be disclosed, and continue to be disclosed till the time
any part of the issue proceeds remains unutilised, under an appropriate head in our balance sheet indicating
the purpose for which such monies have been utilised;

details of all unutilised monies out of the Issue, if any shall be disclosed under an appropriate separate head
in the balance sheet indicating the form in which such unutilised monies have been invested;

the utilisation of monies received under Promoter‟s contribution shall be disclosed, and continue to be
disclosed till the time any part of the Issue proceeds remains unutilised, under an appropriate head in the
balance sheet of the Company indicating the purpose for which such monies have been utilised ; and

the details of all unutilised monies out of the funds received under Promoter‟s contribution shall be
disclosed under a separate head in the balance sheet of the issuer indicating the form in which such
unutilised monies have been invested.

360
 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES

Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India
and the FEMA and circulars and notifications issued thereunder. While the Industrial Policy, 1991 prescribes the
limits and the conditions subject to which foreign investment can be made in different sectors of the Indian
economy, FEMA regulates the precise manner in which such investment may be made. Under the Industrial Policy,
unless specifically restricted, foreign investment is freely permitted in all sectors of the Indian economy up to any
extent and without any prior approvals, but the foreign investor is required to follow certain prescribed procedures
and reporting requirements for making such investment. The government bodies responsible for granting foreign
investment approvals are the Foreign Investment Promotion Board of the Government of India (“FIPB”) and the
RBI.

FIIs are permitted to subscribe to shares of an Indian company in a public offer without the prior approval of the
RBI, so long as the price of the equity shares to be issued is not less than the price at which the equity shares are
issued to residents.

The transfer of shares between an Indian resident and a non-resident does not require the prior approval of the FIPB
or the RBI, provided that (i) the activities of the investee company are under the automatic route under the foreign
direct investment (FDI) Policy and transfer does not attract the provisions of the SEBI (Substantial Acquisition of
Shares and Takeovers) Regulations, 1997 (ii) the non-resident shareholding is within the sectoral limits under the
FDI policy; and (iii) the pricing is in accordance with the guidelines prescribed by the SEBI/RBI.

As per the existing policy of the Government of India, OCBs cannot participate in this Issue.

Foreign Investment in the Real Estate Sector

Foreign investment in the real estate sector is regulated by the relevant provisions of the FDI Manual dated
November 2005, FEMA Regulations, and the relevant Press Notes issued by the Secretariat for Industrial
Assistance, GoI.

Investments by NRIs

FDI Manual

Item No. 9 of Annexure II to the said FDI Manual outlines the sectoral caps in relation to „Housing and Real Estate‟.
Annexure II specifies the following as activities under the automatic route in which investment is permitted only by
NRIs:

(a) Development of serviced plots and construction of built up residential premises;

(b) Investment in real estate covering construction of residential and commercial premises including business
centres and offices;

(c) Development of townships;

(d) City and regional level urban infrastructure facilities, including both roads and bridges;

(e) Investment in manufacture of building materials, which is also open to FDI;

(f) Investment in participatory ventures in (a) to (e) above;

(g) Investment in housing finance institutions, which is also open to FDI as an NBFC.

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FEMA Regulations

The FEMA Regulations, state that the investment cap in the real estate on the activities in the „Housing and Real
Estate‟ is permit investment to the extent of 100% only by NRIs in the following specified areas:

I. Development of serviced plots and construction of built up residential premises;

II. Investment in real estate covering construction of residential and commercial premises including business
centres and offices;

III. Development of townships;

IV. City and regional level urban infrastructure facilities, including both roads and bridges;

V. Investment in manufacture of building materials, which is also open to FDI;

VI. Investment in participatory ventures in (a) to (c) above;

VII. 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. The said
press note has also amended certain press notes which have been issued earlier, in the same field.

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.

(a) Minimum area to be developed under each project is as under:

(i) In case of development of serviced housing plots, a minimum land area of 10 hectares;

(ii) In case of construction-development projects, a minimum built up area of 50,000 square meters;

(iii) In case of a combination project, anyone of the above two conditions would suffice.

(b) 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.

(c) 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.

(d) At least 50% of the project must be developed within a period of five years from the date of obtaining all
statutory clearances. The investor would not be permitted to sell undeveloped plots. “Underdeveloped
plots” will mean where roads, water supply, street lighting, drainage, sewerage and other conveniences as
applicable under prescribed regulations have not been made available.

(e) The State Government/Municipal Local Body concerned, which approves the building/development plans,
would monitor compliance of the above conditions by the developer.

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Therefore applicable law only permits investment by an NRI under the automatic route in the „Housing and Real
Estate‟ sector up to 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 up to
100% FDI in the „Housing and Real Estate‟ subject to compliance with the terms provided in the Consolidated FDI
Policy.

Investments by FIIs

FIIs including institutions such as pension funds, investment trusts, asset management companies, nominee
companies and incorporated, institutional portfolio managers can invest in all the securities traded on the primary
and secondary markets in India. FIIs are required to obtain an initial registration from SEBI and a general
permission from the RBI to engage in transactions regulated under FEMA. FIIs must also comply with the
provisions of the SEBI (Foreign Institutional Investors) Regulations, 1995, as amended from time to time. The initial
registration and the RBI‟s general permission together enable the registered FII to buy (subject to the ownership
restrictions discussed below) and sell freely securities issued by Indian companies, to realise capital gains or
investments made through the initial amount invested in India, to subscribe or renounce rights issues for shares, to
appoint a domestic custodian for custody of investments held and to repatriate the capital, capital gains, dividends,
income received by way of interest and any compensation received towards sale or renunciation of rights issues of
shares.

By way of Circular No. 53 dated December 17, 2003, the RBI has permitted FIIs to subscribe to shares of an Indian
company in a public offer without the prior approval of the RBI, so long as the price of the equity shares to be issued
is not less than the price at which the equity shares are issued to residents.

Transfers of equity shares previously required the prior approval of the FIPB. However, vide a RBI circular dated
October 4, 2004 issued by the RBI, the transfer of shares between an Indian resident and a non-resident does not
require the prior approval of the FIPB or the RBI, provided that (i) the activities of the investee company are under
the automatic route under the foreign direct investment (FDI) Policy and transfer does not attract the provisions of
the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (ii) the non-resident shareholding is
within the sectoral limits under the FDI policy, and (iii) the pricing is in accordance with the guidelines prescribed
by the SEBI/RBI.

The Company is eligible to issue Shares to FIIs under the portfolio investment scheme, covered under notification
FEMA No. 20/2000-RB dated May 3, 2000 and subsequent amendments thereto.

Pursuant to the Portfolio Investment Scheme, FII registered with the SEBI may buy or sell securities of Indian
companies on stock exchanges in India through registered stock brokers. FIIs are also permitted to purchase shares
and convertible debentures of an Indian company, subject to the specified percentage limits.

The Equity Shares have not been and will not be registered under the US Securities Act of 1933 (the
“Securities Act”) or any state securities laws in the United States and may not be offered or sold within the
United States or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S under the
Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. Accordingly, the Equity Shares are only being offered and sold (i) in the
United States to “qualified institutional buyers”, as defined in Rule 144A of the Securities Act in reliance on
Rule 144A under the Securities Act, and (ii) outside the United States to certain persons in offshore
transactions in compliance with Regulation S under the Securities Act.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such
jurisdiction, except in compliance with the applicable laws of such jurisdiction.

The above information is given for the benefit of the Bidders. The Company and the BRLMs are not liable
for any amendments or modification or changes in applicable laws or regulations, which may occur after the
date of this Draft Red Herring Prospectus. Bidders are advised to make their independent investigations and

363
ensure that the number of Equity Shares Bid for do not exceed the applicable limits under laws or
regulations.

The above information is given for the benefit of the Bidders. The Company and the BRLMs are not liable for any
amendments or modification or changes in applicable laws or regulations, which may occur after the date of this
Draft Red Herring Prospectus. Bidders are advised to make their independent investigations and ensure that the
number of Equity Shares Bid for do not exceed the applicable limits under laws or regulations.

364
 SECTION VIII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION

Capitalised terms used in this section have the meaning that has been given to such terms in the Articles of
Association of the Company. Pursuant to Schedule II of the Companies Act and the SEBI Regulations, the main
provisions of the Articles of Association of the Company are detailed below:

Authorised Share Capital

Article 1 provides that “The authorized Share Capital of the Company shall be such amount as is given in Clause V
of the Memorandum of Association and minimum paid-up share capital of the Company shall be Rs.5,00,000/-
(Rupees Five Lakh Only).”

Increase of Capital

Article 5 provides that “The Company at its General Meeting may, from time to time, by an Ordinary Resolution
increase the Capital by the creation of new Shares, such increase to be of such aggregate amount and to be divided
into Shares of such respective amounts as the resolution shall prescribe. The new Shares shall be issued on such
terms and conditions and with such rights and privileges annexed thereto as the resolution shall prescribe, and in
particular, such Shares may be issued with a preferential or qualified right to Dividends, and in the distribution of
assets of the Company and with a right of voting at General Meeting of the Company in conformity with Section 87
of the Companies Act, 1956. Whenever the Capital of the Company has been increased under the provisions of the
Articles, the Directors shall comply with the provisions of Section 97 of the Act.”

Reduction of Capital

Article 6 provides that “The Company may, subject to the provisions of Sections 78, 80, 100 to 105 (both inclusive)
and other applicable provisions of the Act from time to time, by Special Resolution reduce its Capital and any
Capital Redemption Reserve Account or Share Premium Account in any manner for the time being authorized by
law, and in particular, the Capital may be paid off on the footing that it may be called up again or otherwise.”

Sub-division and Consolidation of Share Certificate

Article 7 provides that “Subject to the provisions of Section 94 of the Act, the Company in General Meeting, may by
an Ordinary Resolution from time to time:

(a) Divide, sub-divide or consolidate its Shares, or any of them, and the resolution whereby any Share is sub-
divided, may determine that as between the holders of the Shares resulting from such sub-division one or
more of such shares have some preference of special advantage as regards Dividend Capital or otherwise as
compared with the others

(b) Cancel Shares which at the date of such general meeting have not been taken or agreed to be taken by any
person and diminish the amount of its Share Capital by the amount of the Shares so cancelled.”

New Capital part of the existing Capital

Article 8 provides that “Except so far as otherwise provided by the conditions of the issue or by these presents any
Capital raised by the creation of new Shares, shall be considered as part of the existing Capital and shall be subject
to the provisions herein contained, with reference to the payment of calls and installments, forfeiture, lien, surrender,
Transfer and transmission, voting and otherwise.”

Power to issue preference Shares

Article 10 provides that “Subject to the provisions of Section 80 of the Act, the Company shall have the powers to
issue preference Shares which are liable to be redeemed and the resolution authorizing such issue shall prescribe the

365
manner, terms and conditions of such redemption.”

Further Issue of Shares

Article 11 provides that

(1) “Where at any time after the expiry of two years from the formation of the Company or at any time after
the expiry of one year from the allotment of Shares in the Company made for the first time after its
formation, whichever is earlier, it is proposed to increase the subscribed Capital of the Company by
allotment of further Shares then

a) Such further Shares shall be offered to the persons who at the date of the offer, are holders of the
equity Shares of the Company, in proportion, as nearly as circumstances admit, to the Capital Paid
up on those Shares at that date.

b) The offer aforesaid shall be made by a notice specifying the number of Shares offered and limiting
a time not being less than fifteen days from the date of offer within which the offer, if not
accepted, will be deemed to have been declined.

c) The offer aforesaid shall be deemed to include a right exercisable by the person concerned to
renounce the Shares offered to him or any of them in favour of any other person and the notice
referred to in sub clause (b) hereof shall contain a statement of this right.

d) After the expiry of the time specified in the aforesaid notice or on receipt of earlier intimation
from the person to whom such notice is given that he declines to accept the Shares offered, the
Board may dispose of them in such manner as they think most beneficial to the Company

(2) Notwithstanding anything contained in sub-clause (1) the further Shares aforesaid may be offered to any
persons (whether or not those persons include the persons referred to in clause (a) of sub- clause (1) hereof)
in any manner whatsoever.

(a) If a special resolution to that effect is passed by the Company in General Meeting, or

(b) Where no such Special Resolution is passed, if the votes cast (whether on a show of hands or on a
poll as the case may be) in favour of the proposal contained in the resolution moved in the general
meeting (including the casting vote, if any, of the Chairman) by the Members who, being entitled
to do so, vote in person, or where Proxies are allowed, by proxy, exceed the votes, if any, cast
against the proposal by Members so entitled and voting and the Central Government is satisfied,
on an application made by the Board of Directors in this behalf that the proposal is most beneficial
to the Company.

(3) Nothing in sub-clause (c) of (1) hereof shall be deemed:

(a) To extend the time within which the offer should be accepted; or

(b) To authorize any person to exercise the right of renunciation for a second time on the ground that
the person in whose favour the renunciation was first made has declined to take the Shares
comprised in the renunciation.

(4) Nothing in this Article shall apply to the increase of the subscribed Capital of the Company caused by the
exercise of an option attached to the Debentures issued or loans raised by the Company:

(i) To convert such Debentures or loans into Shares in the Company; or

(ii) To subscribe for Shares in the Company.

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 PROVIDED THAT the terms of issue of such Debentures or the terms of such loans include a term
providing for such option and such term:

(a) Either has been approved by the Central Government before the issue of the Debentures or the
raising of the loans or is in conformity with Rules, if any, made by that Government in this behalf;
and

(b) In the case of Debentures or loans other than Debentures issued to or loans obtained from the
Government or any institution specified by the Central Government in this behalf, has also been
approved by a Special Resolution passed by the Company in General Meeting before the issue of
the Debentures or raising of the loans.”

Commission for placing Shares, Debentures, etc

Article 24 provides that

(d) “Subject to the provisions of the Act, the Company may at any time pay a commission to any person for
subscribing or agreeing to subscribe (whether absolutely or conditionally) for any Shares, Debentures, or
debenture-stock of the Company or underwriting or procuring or agreeing to procure subscriptions
(whether absolute or conditional) for Shares, Debentures or debenture-stock of the Company.

(e) The Company may also, in any issue, pay such brokerage as may be lawful.”

Company‟s lien on Shares /Debentures

Article 25 provides that “The Company shall have a first and paramount lien upon all the Shares /Debentures (other
than fully Paid up Shares/Debentures) registered in the name of each Member (whether solely or jointly with others)
and upon the proceeds of sale thereof for all moneys (whether presently payable or not) called or payable at fixed
time in respect of such Shares/Debentures, and no equitable interest in any Shares shall be created except upon the
footing and condition that this Article will have full effect and such lien shall extend to all Dividends and bonuses
from time to time declared in respect of such Shares/Debentures. Unless otherwise agreed, the registration of a
Transfer of Shares/Debentures shall operate as a waiver of the Company‟s lien if any, on such Shares/Debentures.
The Directors may at any time declare any Shares/Debentures wholly or in part to be exempt from provisions of this
clause. The fully Paid up shares shall be free from all lien and that in the case of partly paid Shares the Company‟s
lien shall be restricted to moneys called or payable at a fixed time in respect of such Shares.”

Enforcing lien by sale

Article 26 provides that “For the purpose of enforcing such lien, the Board may sell the Shares subject thereto in
such manner as they think fit, and for that purpose may cause to be issued a duplicate certificate in respect of such
Shares and may authorize one of their members to execute a Transfer thereof on behalf of and in the name of such
Member. No sale shall be made until such period as aforesaid shall have arrived and until notice in writing of the
intention to sell have been served on such Member or his representative and default shall have been made by him or
them in payment, fulfillment or discharge of such debts, liabilities or engagements for fourteen days after such
notice.”

Board to have right to make calls on Shares

Article 28 provides that “The Board may, from time to time, subject to the terms on which any Shares may have
been issued and subject to the conditions of allotment, by a resolution passed at a meeting of the Board (and not by
circular resolution), make such call as it thinks fit upon the Members in respect of all moneys unpaid on the Shares
held by them respectively and each Member shall pay the amount of every call so made on him to the person or
persons and the Member(s) and place(s) appointed by the Board. A call may be made payable by installments.

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Provided that the Board shall not give the option or right to call on Shares to any person except with the sanction of
the Company in General Meeting.”

Notice for call

Article 29 provides that “Fourteen (14) days notice in writing of any call shall be given by the Company specifying
the date, time and places of payment and the person or persons to whom such call be paid.”

Call when made

Article 30 provides that “The Board of Directors may, when making a call by resolution, determine the date on
which such call shall be deemed to have been made, not being earlier than the date of resolution making such call,
and thereupon the call shall be deemed to have been made on the date so determined and if no such date is so
determined a call shall be deemed to have been made at the date when the resolution authorizing such call was
passed at the meeting of the Board.”

Liability of joint holders for a call

Article 31 provides that “The joint-holders of a Share shall be jointly and severally liable to pay all calls in respect
thereof.”

Board to extend time to pay call

Article 32 provides that “The Board may, from time to time, at its discretion extend the time fixed for the payment
of any call and may extend such time to all or any of the Members. The Board may be fairly entitled to grant such
extension, but no Member shall be entitled to such extension, save as a matter of grace and favour.”

Calls to carry Interest

Article 33 provides that “If a Member fails to pay any call due from him on the day appointed for payment thereof,
or any such extension thereof as aforesaid, he shall be liable to pay interest on the same from the day appointed for
the payment thereof to the time of actual payment at 5% (five percent) per annum or such lower rate as shall from
time to time be fixed by the Board but nothing in this Article shall render it obligatory for the Board to demand or
recover any interest from any such Member.”

Dues deemed to be calls

Article 34 provides that “Any sum, which as per the terms of issue of a Share becomes payable on allotment or at a
fixed date whether on account of the nominal value of the Share or by way of premium, shall for the purposes of the
Articles be deemed to be a call duly made and payable on the date on which by the terms of issue the same may
become payable and in case of non payment all the relevant provisions of these Articles as to payment of interest
and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made
and notified.”

Proof of dues in respect of Share

Article 35 provides that “On any trial or hearing of any action or suit brought by the Company against any Member
or his representatives for the recovery of any money claimed to be due to the Company in respect of his Shares it
shall be sufficient to prove (i) that the name of the Members in respect of whose Shares the money is sought to be
recovered appears entered in the Register of Members as the holder, at or subsequent to the date on which the money
sought to be recovered is alleged to have become due on the shares, (ii) that the resolution making the call is duly
recorded in the minute book, and that notice of such call was duly given to the Member or his representatives
pursuance of these Articles, and (iii) it shall not be necessary to prove the appointment of the Directors who made
such call, nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive of the debt.”

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Partial payment not to preclude forfeiture

Article 36 provides that “Neither a judgment nor a decree in favour of the Company, for call or other moneys due in
respect of any Share nor any part payment or satisfaction there under, nor the receipt by the Company of a portion of
any money which shall, from time to time be due from any Member to the Company in respect of his Shares either
by way of principal or interest, nor any indulgence granted by the Company in respect of the payment of any such
money shall preclude the Company from thereafter proceeding to enforce forfeiture of such Shares as hereinafter
provided.”

Payment in anticipation of call may carry interest

Article 37 provides that

“(a) The Directors may, if they think fit, subject to the provisions of Section 92 of the Act, agree to and receive
from any Member willing to advance the same, whole or any part of the moneys due upon the Shares held
by him beyond the sums actually called for and upon the amount so paid or satisfied in advance, or so much
thereof as from time to time exceeds the amount of the calls then made upon the Shares in respect of which
such advance has been made, the Company may pay interest at such rate, as the Member paying such sum
in advance and the Directors agree upon, provided that money paid in advance of calls shall not confer a
right to participate in profits or Dividend. The Directors may at any time repay the amount so advanced.

(b) The Member shall not be entitled to any voting rights in respect of the moneys so paid by him until the
same would but for such payment become presently payable.

(c) The provisions of these Articles shall mutatis mutandis apply to the calls on Debentures of the Company.”

Board to have right to forfeit Shares

Article 38 provides that “If any Member fails to pay any call or installment of a call or before the day appointed for
the payment of the same or any such extension thereof as aforesaid, the Board may at any time thereafter during
such time as the call or installment remains unpaid, give notice to him requiring him to pay the same together with
any interest that may have accrued and all expenses that may have been incurred by the Company by reason of such
non-payment.”

Forfeited Share to be the property of the Company

Article 42 provides that “Any Share so forfeited shall be deemed to be the property of the Company and may be
sold, re-allocated or otherwise disposed of either to the original holder thereof or to any other person upon such
terms and in such manner as the Board shall think fit.”

Board entitled to cancel forfeiture

Article 48 provides that “The Board may at any time before any Share so forfeited shall have them sold, re-allotted
or otherwise disposed of, cancel the forfeiture thereof upon such conditions at it thinks fit.”

Instrument of Transfer

Article 51 provides that “The instrument of Transfer of any Share shall be in writing and all the provisions of
Section 108 of the Act, and of any statutory modification thereof for the time being shall be duly complied with in
respect of all Transfer of Shares and registration thereof. The Company shall use a common form of Transfer in all
cases.”

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Directors may refuse to register Transfer

Article 54 provides that “Subject to the provisions of Section 111A of the Act, these Articles and other applicable
provisions of the Act or any other law for the time being in force, the Board may refuse whether in pursuance of any
power of the Company under these Articles or otherwise to register the Transfer of, or the transmission by operation
of law of the right to, any Shares or interest of a Member in or Debentures of the Company. The Company shall
within one Month from the date on which the instrument of Transfer, or the intimation of such Transfer, as the case
may be, was delivered with the Company, send notice of refusal to the transferee and transferor or to the person
giving notice of such transmission, as the case may be, giving reasons for such refusal. Provided that registration of
a Transfer shall not be refused on the ground of the transferor being either alone or jointly with any other person or
persons indebted to the Company on any account whatsoever except where the Company has a lien on Shares.”

Transmission of Shares

Article 59 provides that “Subject to the provisions of these presents, any person becoming entitled to Shares in
consequence of the death, lunacy, bankruptcy or insolvency of any Members, or by any lawful means other than by
a Transfer in accordance with these Articles may, with the consent of the Board (which it shall not be under any
obligation to give), upon producing such evidence as the Board thinks sufficient, that he sustains the character in
respect of which he proposes to act under this Articles, or of his title, either be registering himself as the holder of
the Shares or elect to have some person nominated by him and approved by the Board, registered as such holder,
provided, nevertheless, if such person shall elect to have his nominee registered, he shall testify that election by
executing in favour of his nominee an instrument of Transfer in accordance with the provision herein contained and
until he does so he shall not be freed from any liability in respect of the Shares.”

Rights on Transmission

Article 60 provides that “A person entitled to a Share by transmission shall, subject to the Directors right to retain
such Dividends or money as hereinafter provided, is entitled to receive and may give discharge for any Dividends or
other moneys payable in respect of the Share.”

Nomination Facility

Article 66 provides that

“(I) Every holder of Shares, or holder of Debentures of the Company may at any time, nominate, in the
prescribed manner a person to whom his Shares in or Debentures of the Company shall rest in the event of
his death.

(II) Where the Shares in or Debentures of the Company or held by more than one person jointly, the joint
holders may together nominate in the prescribed manner, a person to whom all the rights in the Shares or
Debentures of the Company shall rest in the event of death of all the joint holders.

(III) Notwithstanding any thing contained in any other law for the time being in force or in any disposition,
whether testamentary or otherwise in respect of such Shares in or Debentures of the Company where a
nomination made in the prescribed manner purports to confer on any person the right to vest the Shares in
or Debentures of the Company, the nominee shall, on the death of the Shareholder or Debentures holder of
the Company or as the case may be on the death of the joint holders become entitled to all the rights in the
Shares or Debentures of the Company or as the case may be all the joint holders in relation to such Shares
in or Debenture of the Company to the exclusion of all the other persons, unless the nomination is varied or
cancelled in the prescribed manner.

(IV) Where the nominee is a minor it shall be lawful for the holder of Shares or Debentures, to make the
nomination and to appoint in the prescribed manner any person to become entitled to Shares in or
Debentures of the Company in the event of his death in the event of minority of the nominee.

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 Any person who becomes a nominee by virtue of the provisions of Section 109 A upon the production of
such evidence as may be required by the Board and subject as hereinafter provided elect either

a) To be registered himself as holder of the Shares or Debentures as the case may be, or

b) To make such Transfer of the Share or debenture as the case may be, as the deceased Shareholder
or debenture holder, as the case may be could have made.

If the person being a nominee, so becoming entitled, elects to be registered himself as a holder of the Share
or debenture as the case may be, he shall deliver or send to the Company a notice in writing signed by him
stating that he so elects and such notice shall be accompanied with a Death Certificate of the deceased
Share holder or debenture holder as the case may be.

All the limitations, restrictions and provisions of this Act, relating to the right to Transfer and registration
of Transfer of Shares or Debentures shall be applicable to any such notice or Transfer as aforesaid as if the
death of the Member had not occurred and the notice or Transfer where a transfer is signed by that
Shareholder or debenture holder, as the case may be.

A person being a nominee, becoming entitled to a Share or debenture by reason of the death of the holder
shall be entitled to same Dividends and other advantages to which he would be entitled if he were the
registered holder of the Share or debenture, except that he shall not, before being registered a Member in
respect of his Share of debenture, be entitled in respect of it to exercise any right conferred by Membership
in relation to the meetings of the Company.

Provided that the Board may, at any time, give notice requiring any such person to elect either to be
registered himself or to Transfer the Share or debenture and if the notice is not complied with within 90
days, the Board may thereafter withhold payments of all Dividends, bonus, or other monies payable in
respect of the Share or Debenture, until the requirements of the notice have been complied with.

A Depository may in terms of Section 58 A at any time, make a nomination and above provisions shall as
far as may be, apply to such nomination.”

Buy Back of Shares

Article 67 provides that “The Company shall be entitled to purchase its own Shares or other securities, subject to
such limits, upon such terms and conditions and subject to such approvals as required under Section 77 A and other
applicable provisions of the Act, The Securities and Exchange Board of India Act, 1992 and the Securities and
Exchange Board of India (Buy Back of Securities) Regulations 1998 and any amendments, modification(s),
repromulgation (s) or re- enactment(s) thereof.”

Rights to convert Shares into stock & vice-versa

Article 73 provides that “The Company in General Meeting may, by an Ordinary Resolution, convert any fully paid-
up shares into stock and when any Shares shall have been converted into stock the several holders of such stock,
may henceforth Transfer their respective interest therein, or any part of such interest in the same manner and subject
to the same Regulations as, and subject to which Shares from which the stock arise might have been transferred, if
no such conversion had taken place. The Company may, by an Ordinary Resolution reconvert any stock into fully
Paid up shares of any denomination. Provided that the Board may, from time to time, fix the minimum amount of
stock transferable, so however such minimum shall not exceed the nominal amount of Shares from which the stock
arose.”

Annual General Meetings

Article 75 provides that “The Company shall, in addition to any other meetings hold a General Meeting which shall
be called as its Annual General Meeting, at the intervals and in accordance with the provisions of the Act.”

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Extraordinary Meetings on requisition

Article 77 provides that “The Board shall on, the requisition of Members convene an Extraordinary General Meeting
of the Company in the circumstances and in the manner provided under Section 169 of the Act.”

Quorum for General Meeting

Article 81 provides that “Five Members or such other number of Members as the law for the time being in force
prescribes, shall be entitled to be personally present shall be quorum for a General Meeting and no business shall be
transacted at any General Meeting unless the requisite quorum is present at the commencement of the meeting.”

Voting at Meeting

Article 86 provides that “At any General Meeting, a resolution put to the vote at the meeting shall be decided on a
show of hands, unless a poll is (before or on the declaration of the result of the show of hands) is demanded in
accordance with the provisions of Section 179 of the Act. Unless a poll is so demanded, a declaration by the
Chairman that the resolution had, on a show of hands been carried unanimously or by a particular majority or lost
and an entry to that effect in the book of the proceedings of the Company shall be conclusive evidence of the fact
without proof of the number or proportion of the votes recorded in favour of or against that resolution.”

Casting vote of Chairman

Article 88 provides that “In case of equal votes, whether on a show of hands or on a poll, the Chairman of the
meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a second or a
casting vote in addition to the vote or votes to which he may be entitled to as a Member.”

Passing resolutions by Postal Ballot

Article 90 provides that

“(a) Notwithstanding any of the provisions of these Articles the Company may, and in the case of resolutions
relating to such business as notified under the Companies (Passing of the Resolution by Postal Ballot)
Rules, 2001 to be passed by postal ballot, shall get any resolution passed by means of a postal ballot,
instead of transacting the business in the general meeting of the Company.

(b) Where the Company decides to pass any resolution by resorting to postal ballot, it shall follow the
procedures as prescribed under section 192A of the Act and the Companies (Passing of the Resolution by
Postal Ballot) Rules, 2001, as amended from time.”

No right to vote unless calls are paid

Article 93 provides that “No Member shall be entitled to vote at any General Meeting unless all calls or other sums
presently payable by him have been paid, or in regard to which the Company has lien and has exercised any right of
lien.”

Instrument of Proxy

Article 95 provides that “The instrument appointing a Proxy shall be in writing under the hand of appointer or of his
attorney duly authorized in writing or if appointed by a Corporation either under its common Seal or under the hand
of its attorney duly authorized in writing. Any person whether or not he is a Member of the Company may be
appointed as a Proxy.

The instrument appointing a Proxy and Power of Attorney or other authority (if any) under which it is signed must
be deposited at the registered office of the Company not less than forty eight hours prior to the time fixed for
holding the meeting at which the person named in the instrument proposed to vote, or, in case of a poll, not less than

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twenty four hours before the time appointed for the taking of the poll, and in default the instrument of Proxy shall
not be treated as valid.

Article 96 provides that “The form of Proxy shall be two way proxies as given in Schedule IX of the Act enabling
the Share holder to vote for/against any resolution.”

Number of Directors

Article 99 provides that “Unless otherwise determined by General Meeting, the number of Directors shall not be less
than three and not more than twelve, including all kinds of Directors.”

Share qualification not necessary

Article 100 provides that “Any person whether a Member of the Company or not may be appointed as Director and
no qualification by way of holding Shares shall be required of any Director.”

Director‟s power to fill-up casual vacancy

Article 101 provides that “Any casual vacancy occurring in the Board of Directors may be filled up by the Directors,
and the person so appointed shall hold office up to the date, up to which Director in whose place he is appointed
would have office if it has not been vacated as aforesaid”

Additional Directors

Article 102 provides that “The Board of Directors shall have power at any time and from time to time to appoint one
or more persons as Additional Directors provided that the number of Directors and Additional Directors together
shall not exceed the maximum number fixed. An additional Director so appointed shall hold office up to the date of
the next Annual general Meeting of the Company and shall be eligible for re-election by the Company at that
Meeting.”

Alternate Directors

Article 103 provides that “The Board of Directors may appoint an Alternate Director to act for a Director
(hereinafter called the original Director) during the absence of the original Director for a period of not less than 3
Months form the state in which the meetings of the Board are ordinarily held. An Alternate Director so appointed
shall vacate office if and when the original Director return to the state in which the meetings of the Board are
ordinarily held. If the term of the office of the original Director is determined before he so returns to the state
aforesaid any provision for the automatic reappointment of retiring Director in default of another appointment shall
apply to the original and not to the Alternate Director.”

Remuneration of Directors

Article 104 provides that “Every Director other than the Managing Director and the Whole-time Director shall be
paid a sitting fee not exceeding such sum as may be prescribed by the Act or the Central Government from time to
time for each meeting of the Board of Directors or any Committee thereof attended by him and shall be paid in
addition thereto all traveling, hotel and other expenses properly incurred by him in attending and returning from the
meetings of the Board of Directors or any committee thereof or General Meeting of the Company or in connection
with business of the Company to and from any place.”

Remuneration for extra services

Article 105 provides that “If any Director, being willing, shall be called upon to perform extra services or to make
any special exertions in going or residing away from the town in which the Registered Office of the Company may
be situated for any purposes of the Company or in giving any special attention to the business of the Company or as
Member of the Board, then subject to the provisions of the Act the Board may remunerate the Director so doing

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either by a fixed sum, or by a percentage of profits or otherwise and such remuneration, may be either in addition to
our in substitution for any other remuneration to which he may be entitled.”

Directors may contract with the Company

Article 116 provides that “Subject to the provisions of Section 297, 299, 300, 302 and 314 of the Act , the Directors
shall not be disqualified by reason of his or their office as such from contracting with the Company either as vendor,
purchaser, lender, agent, broker, lessor or otherwise nor shall any such contract, or arrangement entered into by or
on behalf of the Company with such Director or with any Company or partnership in which he shall be a Member or
otherwise interested be avoided nor shall any Director so contracting or being such Member or so interested be
liable to account to the Company for any profit realized by such contract or arrangement by reason only of such
Director holding that office or of fiduciary relation thereby established but the nature of the interest must be
disclosed by him or them at the meeting of Directors at which the contract or arrangement is determined if the
interest then exists or in any other case at the first meeting of the Directors after the acquisition of the interest.”

Quorum

Article 120 provides that “The quorum for a meeting of the Board shall be one-third (1/3rd) of its total strength (any
fraction contained in that one-third being rounded off as one) or two Directors whichever is higher, provided that
where at any time the number of interested Directors is equal to or exceeds two-thirds of total strength, the number
of remaining Directors, that is to say the number of Directors who are not interested, present at the meeting being
not less than two, shall be the quorum during such time, The total strength of the Board shall mean the number of
Directors actually holding office as Directors on the date of the resolution or meeting, that is to say, the total
strength of Board after deducting there from the number of Directors, if any, whose places are vacant at the time.”

Power to Borrow

Article 129 provides that

a) “The Board of Directors may from time to time but with such consent of the Company in General Meeting
as may be required under the Act raise any moneys or sums of money for the purpose of the Company
provided that the moneys to be borrowed by the Company apart from temporary loans obtained from the
Company‟s bankers in the ordinary course of business shall not, without the sanction of the Company at a
General Meeting, exceed the aggregate of the Paid up Capital of the Company and its free reserves, that is
to say, reserves not set apart for any specifies purpose and in particular, but subject to the provisions of
Section 292 of the Act, the Board may from time to time at their discretion raise or borrow or secure the
payment of any such sum of money for the purpose of the Company, by the issue of Debentures, perpetual
or otherwise, including debenture convertible into Shares of this or any other Company or perpetual
annuities and to secure any such money so borrowed, raised or received mortgage, pledge or charge the
whole or any part of the property, assets or revenue of the Company present or future, including its
uncalled Capital by special assignment or otherwise or to Transfer or convey the same absolutely or in
trust and to give the lenders powers of sale and other powers as may be expedient and to purchase, redeem
or pay off any such securities.

Provided that every resolution passed by the Company in General Meeting in relation to the exercise of the
power to borrow as stated shall specify the total amount up to which moneys may be borrowed by the
Board Directors.

b) The Directors may by resolution at a meeting of the Board delegate the above power to borrow money
otherwise than on Debentures to a committee of Directors or the Managing Director, if any, within the
limits prescribed.

c) Subject to provisions of the above sub-clause, the Directors may, from time to time, at their discretion, raise
or borrow or secure the repayment of any sum or sums of money for the purposes of the Company, at such
time and in such manner and upon such terms and conditions in all respects as they think, fit and in

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 particular, by promissory notes or by receiving deposits and advances with or without security or by the
issue of bonds, perpetual or redeemable Debentures (both present and future) including its uncalled Capital
for the time being or by mortgaging or charging or pledging any lands, buildings, goods or other property
and securities of the Company, or by such other means as they may seem expedient.

d) To the extent permitted under the applicable law and subject to compliance with the requirements thereof,
the Directors shall be empowered to grant loans to such entities at such terms as they may deem to be
appropriate and the same shall be in the interests of the Company.”

Nominee Directors

Article 133 provides that

a) “So long as any moneys remain owing by the Company to any All India Financial Institutions, State
Financial Corporation or any financial institution owned or controlled by the Central Government or State
Government or any Non Banking Financial Company controlled by the Reserve Bank of India or or each
of the above has granted any loans / or subscribes to the Debentures of the Company or so long as any of
the aforementioned companies of financial institutions holds or continues to hold Debentures /Shares in the
Company as a result of underwriting or by direct subscription or private placement or so long as any
liability of the Company arising out of any guarantee furnished on behalf of the Company remains
outstanding, and if the loan or other agreement with such corporation so provides, the corporation shall
have a right to appoint from time to time any person or persons as a Director or Directors whole- time or
non whole- time (which Director or Director/s is/are hereinafter referred to as “Nominee Directors/s) on
the Board of the Company and to remove from such office any person or person so appointed and to
appoint any person or persons in his /their place(s).

b) The Board of Directors of the Company shall have no power to remove from office the Nominee
Director/s. At the option of the Corporation such Nominee Director/s shall not be liable to retirement by
rotation of Directors. Subject as aforesaid, the Nominee Director/s shall be entitled to the same rights and
privileges and be subject to the same obligations as any other Director of the Company.

The Nominee Director/s so appointed shall hold the said office only so long as any moneys remain owing
by the Company to the Corporation or so long as they holds or continues to hold Debentures/Shares in the
Company as result of underwriting or by direct subscription or private placement or the liability of the
Company arising out of the Guarantee is outstanding and the Nominee Director/s so appointed in exercise
of the said power shall vacate such office immediately on the moneys owing by the Company to the
Corporation are paid off or they ceasing to hold Debentures/Shares in the Company or on the satisfaction
of the liability of the Company arising out of the guarantee furnished.

c) The Nominee Director/s appointed under this Article shall be entitled to receive all notices of and attend all
General Meetings, Board Meetings and of the Meetings of the Committee of which Nominee Director/s
is//are Member/s as also the minutes of such Meetings. The Corporation shall also be entitled to receive all
such notices and minutes.

d) The Company shall pay the Nominee Director/s sitting fees and expenses to which the other Directors of
the Company are entitled, but if any other fees commission, monies or remuneration in any form is payable
to the Directors of the Company the fees, commission, monies and remuneration in relation to such
Nominee Director/s shall accrue to the nominee appointer and same shall accordingly be paid by the
Company directly to the Corporation.

e) Provided that the sitting fees, in relation to such Nominee Director/s shall also accrue to the appointer and
same shall accordingly be paid by the Company directly to the appointer.”

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Powers to be exercised by Board only by Meeting

Article 137 provides that

a) “The Board of Directors shall exercise the following powers on behalf of the Company and the said powers
shall be exercised only by resolution passed at the meeting of the Board:

(i) Power to make calls on Shareholders in respect of moneys unpaid on their Shares;

(ii) Power to issue Debentures;

(iii) Power to borrow money otherwise than on Debentures:

(iv) Power to invest the funds of the Company;

(v) Power to make loans.

b) The Board of Directors may by a meeting delegate to any committee or the Directors or to the Managing
Director the powers specified in sub clauses (iii), (iv) and (v) above.

c) Every resolution delegating the power set out in sub clause (iii) above shall specify the total amount up to
which moneys may be borrowed by the said delegate.

d) Every resolution delegating the power referred to in sub-clause (iv) above shall specify the total amount, up
to which the fund may invested and the nature of the investments which may be made by the delegate.

e) Every resolution delegating the power referred to in sub-clause (v) above shall specify the total amount up
to which the loans may be made by the delegate, the purposes for which the loans may be made and the
maximum amount of loans which may be made for each such purpose in individual cases.”

Managing Director(s))/ Whole-Time Director(s)

Article 138 provides that

a) “The Board may from time to time and with such sanction of the Central Government as may be required
by the Act, appoint one or more of the Directors to the office of the Managing Director or whole-time
Directors.

b) The Directors may from time to time resolve that there shall be either one or more Managing Directors or
Whole time Directors.

c) In the event of any vacancy arising in the office of a Managing Director or Whole-time Director, the
vacancy shall be filled by the Board of Directors subject to the approval of the Members.

d) If a Managing Director or whole time Director ceases to hold office as Director, he shall ipso facto and
immediately cease to be Managing Director/whole time Director.

e) The Managing Director or whole time Director shall not be liable to retirement by rotation as long as he
holds office as Managing Director or whole-time Director.”

Remuneration of Managing Directors/whole time Directors

Article 140 provides that “Subject to the provisions of the Act and subject to such sanction of Central
Government\Financial Institutions as may be required for the purpose, the Managing Directors\whole-time Directors
shall receive such remuneration (whether by way of salary commission or participation in profits or partly in one

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way and partly in another) as the Company in General Meeting may from time to time determine.”

Right to Dividend

Article 145 provides that

a) “The profits of the Company, subject to any special rights, relating thereto created or authorized to be
created by these presents and subject to the provisions of the presents as to the Reserve Fund, shall be
divisible among the Members in proportion to the amount of capital Paid up on the Shares held by them
respectively and the last day of the year of account in respect of which such Dividend is declared and in the
case of interim Dividends on the close of the last day of the period in respect of which such interim
Dividend is paid.

b) Where Capital is paid in advance of calls, such Capital shall not, confer a right to participate in the profits.”

Declaration of Dividends

Article 146 provides that “The Company in General Meeting may declare Dividends but no Dividend shall exceed
the amount recommended by the Board.”

Interim Dividends

Article 147 provides that “The Board may from time to time pay to the Members such interim Dividends as appear
to them to be justified by the profits of the Company.”

Dividends to be paid out of profits

Article 148 provides that “No Dividend shall be payable except out of the profits of the year or any other
undistributed profits except as provided by Section 205 of the Act.”

Dividends not be bear interest

Article 154 provides that “No Dividends shall bear interest against the Company.”

Capitalisation of Profits

Article 157 provides that

a) “The Company in General Meeting, may, on recommendation of the Board resolve:

(i) That it is desirable to capitalise any part of the amount for the time being standing to the credit of
the Company‟s reserve accounts or to the credit of the profit and loss account or otherwise
available for distribution; and

(ii) That such sum is accordingly set free for distribution in the manner specified in the sub-clause (b)
amongst the Members who would have been entitled thereto if distributed by way of Dividend and
in the same proportion.

b) The sum aforesaid shall not be paid in cash but shall be applied, either in or towards:

(i) Paying up any amounts for the time being unpaid on Shares held by such Members respectively

(ii) Paying up in full, unissued Share of the Company to be allotted and distributed, credited as fully
Paid up, to and amongst such Members in the proportions aforesaid; or

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 (iii) Partly in the way specified in sub-clause (i) and partly that specified in sub clause (ii)

c) The Board shall give effect to the resolution passed by the Company in pursuance of this regulation.

d) A Share premium account and a Capital redemption reserve account may, only be applied in the paying up
of unissued Shares to be issued to Members of the Company as fully paid bonus Shares.”

Power of Directors for declaration of bonus issue

Article 158 provides that

a) “Whenever such a resolution as aforesaid shall have been passed, the Board shall:

(i) make all appropriations and applications of the undivided profits resolved to be capitalized thereby
and all allotments and issues of fully paid Shares, if any, and

(ii) generally do all acts and things required to give effect thereto.

b) The Board shall have full power:

(i) to make such provisions, by the issue of fractional certificates or by payments in cash or otherwise
as it thinks fit, in the case of Shares or Debentures becoming distributable in fraction; and also

(ii) to authorize any person, on behalf of all the Members entitled thereto, to enter into an agreement
with the Company providing for the allotment to such Members , credited as fully paid up, of any
further Shares or Debentures to which they may be entitled upon such capitalization or (as the case
may require) for the payment of by the Company on their behalf, by the application thereto of their
respective proportions of the profits resolved to the capitalised of the amounts or any parts of the
amounts remaining unpaid on the Shares.

c) Any agreement made under such authority shall be effective and binding on all such Members.”

Division of assets of the Company in specie among Members

Article 177 provides that “If the Company shall be wound up whether voluntarily or otherwise, the liquidators may
with sanction of a Special Resolution divide among the contributories in specie or kind any part of the assets of the
Company and any with like sanction vest any part of the assets of the Company in trustees upon such trusts for the
benefit of the contributories of any of them, as the liquidators with the like sanction shall think fit, in case any Share
to be divided as aforesaid involve as liability to calls or otherwise any persons entitled under such division to any of
the said Shares may within ten days after the passing of the Special Resolution by notice in writing, direct the
liquidators to sell his proportion and pay them the net proceeds, and the liquidators shall, if practicable, act
accordingly.”

Director‟s and others‟ right to indemnity

Article 178 provides that

a) “Subject to the provisions of the Act, the Managing Director and every Director, Manager, Secretary and
other Officer or Employee of the Company shall be indemnified by the Company against any liability and it
shall be the duty of Directors, out of the funds of the Company to pay, all costs and losses and expenses
(including traveling expenses) which any such Director, Officer or Employee may incur or become liable to
by reason of any contract entered into or act or deed done by him as such Managing Director, Director,
Officer or Employee or in any way in the discharge of his duties.

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b) Subject as aforesaid the Managing Director and every Director, Manager, Secretary or other Officer or
Employee of the Company shall be indemnified against any liability incurred by them or in defending any
proceeding whether civil or criminal in which judgment is given in their or his favour or in which he is
acquitted or discharged or in connection with any application under Sec. 633 of the Act in which relief is
given to him by the Court.”

Secrecy

Article 180 provides that “No Member shall be entitled to inspect the Company‟s works without the permission of
the Managing Director or to require discovery of any information respectively any detail of the Company‟s trading
or any matter which is or may be in the nature of a trade secret, history of trade or secret process which may be
related to the conduct of the business of the Company and which in the opinion of the Managing Director it will be
inexpedient in the interest of the Members of the Company to communicate to the public.”

Duties of Officers to observe secrecy

Article 181 provides that “Every Director, Managing Directors, Manager, Secretary, Auditor, Trustee, Members of
Committee, Officer, Servant, Agent, Accountant or other persons employed in the business of the Company shall, if
so required by the Director before entering upon his duties, or any time during his term of office, sign a declaration
pledging himself to observe secrecy relating to all transactions of the Company and the state of accounts and in
matters relating thereto and shall by such declaration pledge himself not to reveal any of such matters which may
come to his knowledge in the discharge of his official duties except which are required so to do by the Directors or
any meeting or by a Court of Law and except so far as may be necessary in order to comply with any of the
provision of these Articles or law.”

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 SECTION IX: OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The copies of the following contracts which are or may be deemed material have been entered into or will be
entered into by the Company (not being contracts entered into in the ordinary course of business carried on by the
Company or contracts entered into more than two years before the date of this Draft Red Herring Prospectus) will
be attached to the copy of the Red Herring Prospectus to be delivered to the RoC for registration. Copies of these
documents will be available for inspection at the Registered Office, from 10.00 am to 4.00 pm on all working days
from the date of filing of the Red Herring Prospectus delivered to the RoC for registration until the Bid/Issue
Closing Date.

A. Material Contracts to the Issue

1. Letter of Engagement dated June 18, 2010 issued by the Company for the appointment of the BRLMs.

2. Issue Agreement dated July 2, 2010 between the Company and the BRLMs.

3. Memorandum of Understanding dated June 16, 2010 between the Company and the Registrar to the Issue.

4. Escrow Agreement dated [●] between the Company, the BRLMs, the Escrow Collection Banks and the
Registrar to the Issue.

5. Syndicate Agreement dated [●] between the Company, the BRLMs and the Syndicate Members.

6. Underwriting Agreement dated [●] between the Company and the Underwriters.

B. Material Documents

1. Certified copies of our Memorandum and Articles of Association as amended.

2. Certificate of Incorporation dated February 5, 2010 consequent upon change of status from private limited
company to public limited company and consequent change in the name of the Company to „Entertainment
World Developers Limited‟.

3. Resolution of the Board of Directors of the Company dated June 11, 2010 approving this Issue and other
related matters.

4. Shareholders‟ resolution dated June 15, 2010 approving this Issue and other related matters.

5. Statement of tax benefits from, M/s. Deloitte Haskins & Sells, Chartered Accountants dated June 9, 2010.

6. The report of M/s. Deloitte Haskins & Sells, Chartered Accountants, the statutory auditors, dated June 11,
2010, prepared as per Indian GAAP and mentioned in this Draft Red Herring Prospectus together with
copies of balance sheet and profit and loss account of the Company for the years ended March 31, 2006,
2007, 2008, 2009 and 2010.

7. Consent of M/s. Deloitte Haskins & Sells, Chartered Accountants for inclusion of their names as the
statutory auditors and of their reports on accounts in the form and context in which they appear in this Draft
Red Herring Prospectus and statement of tax benefits in the form and context in which they appear in the
Draft Red Herring Prospectus.

8. Copies of annual reports of the Company for the last five financial years.

9. Consents of Bankers to the Company, BRLMs, Syndicate Members, Registrar to the Issue, Escrow

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 Collection Bank(s), Bankers to the Issue, Legal Advisors to the Issue, IPO Grading Agency, Directors,
Company Secretary and Compliance Officer, Architects as referred to, in their respective capacities.

10. Architect certificates dated May 31, 2010 from P.G. Patki Architects, The Design Syndicate and Sanjay
Puri Architects.

11. Certificates dated June 9, 2010 issued by R.L. Porwal & Co. in relation to the Objects of the Issue.

12. Certificate dated July 2, 2010 issued by R.L. Porwal & Co. in relation to the aggregate advance bookings
for three residential projects launched by the Company.

13. Initial listing applications dated July 12, 2010 and July 12, 2010 filed with the BSE and the NSE
respectively.

14. In-principle listing approvals dated [●] and [●] from the BSE and the NSE respectively.

15. Tripartite Agreement between the Company, NSDL and the Registrar to the Issue dated [●].

16. Tripartite Agreement between the Company, CDSL and the Registrar to the Issue dated [●].

17. IPO Grading Report dated [●] by [●].

18. Due diligence certificate dated July 12, 2010 to SEBI from the BRLMs.

19. SEBI observation letter no. [●] dated [●].

C. Material Agreements

1. Securities subscription and shareholders‟ agreement dated November 1, 2006 between the Company, IAF -
III, Promoters and Ashok Ruia Enterprises Private Limited (merged with PML).

2. Letters dated January 25, 2010, May 3, 2010 and July 2, 2010 between the Company, IAF - III, Promoters
and Ashok Ruia Enterprises Private Limited (merged with PML).

3. Letter dated June 18, 2010 between the Promoters, PML and Kalani Holdings Private Limited (a wholly
owned subsidiary of PML).

4. 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) and PML.

5. Shareholders Agreement dated June 17, 2006 among the Company, Kshitij Venture Capital Fund and
Naman Mall Management Company Private Limited.

Any of the contracts or documents mentioned in this Draft Red Herring Prospectus may be amended or modified at
any time if so required in the interest of the Company or if required by the other parties, without reference to the
shareholders subject to compliance of the provisions contained in the Companies Act and other relevant statutes.

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 DECLARATION

All relevant provisions of the Companies Act and the guidelines issued by the Government or the regulations or
guidelines issued by SEBI, established under Section 3 of the SEBI Act, as the case may be, have been complied
with and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act,
the SEBI Act or rules or regulations made thereunder or guidelines issued, as the case may be. We further certify
that all the statements in this Draft Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTORS OF THE COMPANY

________________________ Manish Kalani

(Managing Director)

________________________ B. Rajesh Nair

(Executive Director)

________________________ Sudarshan Bajoria

(Non-Executive, Non Independent Director)

________________________ Atul Ruia

(Non-Executive, Non Independent Director)

________________________ Balaji Sreekantiah Gubbi

(Non- Executive, Non Independent Director)

________________________ Paras Nath Pathak

(Non-Executive, Independent Director)

________________________ Mukesh Kacker

(Non-Executive, Independent Director)

________________________ Girish Raj

(Non-Executive, Independent Director)

________________________ Homi Aibara

(Non-Executive, Independent Director)

________________________ Suhail Nathani

(Non-Executive, Independent Director)

Date: July 12, 2010

Place: Mumbai ________________________

Yagnesh Sanghrajka*
*
(responsible for discharging all finance related functions for the
EWDL group.)

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