DLF LIMITED

Description
Historically, we have focused our business on the Delhi Metropolitan Region and Gurgaon. While we have
expanded our operations in recent years to other metro cities and certain other regions in India, we expect
markets in and around Chennai, Bengaluru, Kolkata, Hyderabad and Chandigarh to be our principal markets in
the near future, in addition to the Delhi Metropolitan Region and Gurgaon.
We have Land Reserves across India, and as of December 31, 2012, we had approximately 6,175 acres of land
parcels, with an aggregate estimated Development Potential of approximately 332.4 msf. Of these,
approximately 274.9 msf, or 82.7% of the total Development Potential, relates to our Development Business and
approximately 57.5 msf, or 17.3% of the total Development Potential, relates to our Lease Business. See “Our
Business––Our Operations––Our Land Reserves” below.
During the nine month period ended December 31, 2012, our consolidated sales and other income was
`67,769.5 million and our consolidated net profit was `7,161.1 million. In Fiscal 2012, Fiscal 2011 and Fiscal
2010, our consolidated sales and other income was `102,238.5 million, `101,444.4 million and `78,509.0
million, respectively, and our consolidated net profit was `12,008.2 million, `16,396.1 million and `17,198.3
million, respectively.

PROSPECTUS
Dated May 16, 2013

DLF LIMITED
(DLF Limited was originally incorporated as American Universal Electric (India) Limited on July 4, 1963 under the Companies Act, 1956. On June 18, 1980, the name was changed to
DLF Universal Electric Limited. Subsequently, the name was changed to DLF Universal Limited on May 28, 1981 and to DLF Limited on May 27, 2006.)

Issue of 81,018,417 equity shares of face value ` 2 each (the “Equity Shares”) of DLF Limited (the “Company”) at a price determined according to the Allotment Criteria (as defined
hereinafter), aggregating to ` 18,634.24 million (the “Issue”). The Issue Price (as defined hereinafter) is ` 230 per Equity Share.

THIS ISSUE AND THE DISTRIBUTION OF THIS PROSPECTUS (THE “PROSPECTUS”) IS BEING MADE IN RELIANCE ON CHAPTER VIII-A OF THE
SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 (THE “SEBI
REGULATIONS”). THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR INVITATION OR SOLICITATION OF AN OFFER TO ANY PERSON OR CLASS
OF INVESTORS OTHER THAN ELIGIBLE QUALIFIED INSTITUTIONAL BUYERS (“ELIGIBLE QIBs”) (AS DEFINED IN “DEFINITIONS AND
ABBREVIATIONS”) WITHIN OR OUTSIDE INDIA.

ISSUE ONLY TO ELIGIBLE QUALIFIED INSTITUTIONAL BUYERS

The Issue is being made through the Institutional Placement Programme, wherein at least 25% of the aggregate number of Equity Shares to be Allotted in the Issue shall be Allocated and
Allotted to Mutual Funds (as defined hereinafter) and Insurance Companies (as defined hereinafter), subject to valid ASBA Applications (as defined hereinafter) being received at or
above the Issue Price, provided that if this portion or any part thereof to be Allotted to Mutual Funds and Insurance Companies remains unsubscribed, such unsubscribed portion or part
thereof may be Allotted to other Eligible QIBs. Eligible QIBs may participate in this Issue only through an application supported by blocked amount (“ASBA”) providing details about
the ASBA Account (as defined hereinafter) in which funds equal to the Application Amount will be blocked by the Self Certified Syndicate Bank. For details, see “Issue Procedure”.

This Prospectus has not been reviewed or approved by the Securities and Exchange Board of India (“SEBI”), the Reserve Bank of India (“RBI”), the National Stock Exchange of India
Limited (the “NSE”) and the BSE Limited (the “BSE”, together with the NSE, the “Stock Exchanges”), and is intended only for use by Eligible QIBs. The Red Herring Prospectus has
been delivered to the Stock Exchanges and SEBI and registered with the Registrar of Companies, National Capital Territory of Delhi and Haryana (the “RoC”). A copy of this Prospectus
has been delivered to the Stock Exchanges and SEBI and for registration to the RoC. This Prospectus will only be circulated or distributed to Eligible QIBs, and will not constitute an
offer to any other class of investors in India or any other jurisdiction. The Equity Shares offered in the Issue have not been recommended or approved by SEBI, nor does SEBI guarantee
the accuracy or adequacy of this Prospectus.

The Equity Shares of the Company are listed and traded on the Stock Exchanges. The Equity Shares offered in the Issue are securities of the Company of the same class and in all
respects uniform as the Equity Shares listed and traded on the Stock Exchanges. In-principle approvals under Clause 24(a) of the Equity Listing Agreement (as defined hereinafter) for
listing of the Equity Shares offered in the Issue have been received from the Stock Exchanges. Applications will be made to the Stock Exchanges for obtaining listing and trading
approvals for the Equity Shares offered through the Red Herring Prospectus and this Prospectus. The Stock Exchanges assume no responsibility for the correctness of any statements
made, opinions expressed or reports contained herein. Admission of the Equity Shares offered in the Issue to trading on the Stock Exchanges should not be taken as an indication of the
merits of the business of the Company or such Equity Shares.

INVESTMENTS IN EQUITY SHARES INVOLVE A DEGREE OF RISK AND PROSPECTIVE INVESTORS SHOULD NOT INVEST IN THIS ISSUE UNLESS THEY
ARE PREPARED TO TAKE THE RISK OF LOSING ALL OR PART OF THEIR INVESTMENT. PROSPECTIVE INVESTORS ARE ADVISED TO CAREFULLY READ
“RISK FACTORS” OF THIS PROSPECTUS BEFORE MAKING AN INVESTMENT DECISION IN THIS ISSUE. EACH PROSPECTIVE INVESTOR IS ADVISED TO
CONSULT ITS OWN ADVISORS ABOUT THE PARTICULAR CONSEQUENCES OF AN INVESTMENT IN THE EQUITY SHARES BEING ISSUED PURSUANT TO
THE RED HERRING PROSPECTUS AND THIS PROSPECTUS.

Invitations, offers and issuances of Equity Shares offered in the Issue shall only be made pursuant to the Red Herring Prospectus and this Prospectus together with the ASBA
Applications and Confirmation of Allocation Notes. For details, see “Issue Procedure”. The distribution of the Red Herring Prospectus and this Prospectus or the disclosure of its
contents without the prior consent of the Company to any person, other than Eligible QIBs and persons retained by Eligible QIBs to advise them with respect to their subscription of the
Equity Shares offered in the Issue is unauthorised and prohibited. Each prospective investor, by accepting delivery of the Red Herring Prospectus and this Prospectus, agrees to observe
the foregoing restrictions and make no copies of the Red Herring Prospectus and this Prospectus or any documents referred to in the Red Herring Prospectus and this Prospectus.

The information on the website of the Company or any website directly or indirectly linked to the website of the Company, other than the Red Herring Prospectus and this Prospectus,
does not form part of the Red Herring Prospectus and this Prospectus and prospective investors should not rely on such information contained in, or available through, any such website.

The Equity Shares offered in this Issue have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be
offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act
and applicable state securities laws. Accordingly, the Equity Shares are being offered and sold (a) in the United States only to persons who are “qualified institutional buyers”
as defined in Rule 144A under the U.S. Securities Act (“Rule 144A”) and referred to in the Red Herring Prospectus and this Prospectus as “U.S. QIBs”; for the avoidance of
doubt, the term U.S. QIBs does not refer to a category of institutional investors defined under applicable Indian regulations and referred to in the Red Herring Prospectus and
this Prospectus as “Eligible QIBs”, and (b) outside the United States in reliance on Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where
those offers and sales occur.

GLOBAL COORDINATORS AND BOOK RUNNING LEAD MANAGERS

Standard Chartered Securities (India)
Limited
1st Floor, Standard Chartered Tower
201B/1, Western
Express Highway, Goregaon (East)
Mumbai 400 063.
Tel: (91 22) 4205 6117
Fax: (91 22) 4205 5999
E-mail: [email protected]
Investor grievance e-mail:
[email protected]
Website:
www.standardcharteredsecurities.co.in
Contact person: Rohan Saraf
SEBI registration No.: INM000011542

Deutsche Equities India Private Limited
Hazarimal Somani Marg, Fort
Mumbai 400 001.
Tel: (91 22) 7158 4600
Fax: (91 22) 2200 6765
E-mail: [email protected]
Investor grievance e-mail:
[email protected]
Website: www.db.com/India
Contact person: Krishan Kapur
SEBI registration No.: INM000010833

*
The SEBI registration of Deutsche Equities
India Private Limited was valid up to February
23, 2013. An application for renewal of
registration has been made by Deutsche
Equities India Private Limited on November
22, 2012, to SEBI. The approval from SEBI is
currently awaited.
DSP Merrill Lynch Limited
8th Floor, Mafatlal Center, Nariman Point
Mumbai 400 021.
Tel: (91 22) 6632 8000
Fax: (91 22) 2204 8518
E-mail: [email protected]
Investor grievance e-mail:
[email protected]
Website: www.dspml.com
Contact person: Vikram Khaitan
SEBI registration No.: INM000011625
J. P. Morgan India Private Limited
J. P. Morgan Tower, Kalina, Off C. S.
T. Road,
Santacruz (East), Mumbai 400 098.
Tel: (91 22) 6157 3000
Fax: (91 22) 6157 3911
E-mail: [email protected]
Investor grievance e-mail:
[email protected]
Website: www.jpmipl.com
Contact person: Rahul Bajaj
SEBI registration No.: INM000002970

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BOOK RUNNING LEAD MANAGERS

CLSA India Limited
8/F, Dalamal House, Nariman Point
Mumbai 400 021.
Tel: (91 22) 6650 5050
Fax: (91 22) 2285 6524
E-mail: [email protected]
Investor grievance e-mail:
[email protected]
Website: www.india.clsa.com
Contact person: Sarfaraz Agboatwala
SEBI registration No.: INM000010619
HSBC Securities and Capital Markets
(India) Private Limited
52/60, Mahatma Gandhi Road, Fort
Mumbai 400 001.
Tel: (91 22) 2268 1285
Fax: (91 22) 2263 1984
E-mail: [email protected]
Investor grievance e-mail:
[email protected]
Website:http://www.hsbc.co.in/1/2/corporate/equitie
sglobalinvestment-
banking
Contact person: Sonam Jalan
SEBI registration No.: INM000010353
Kotak Mahindra Capital Company
Limited
1st Floor, Bakhtawar
229, Nariman Point, Mumbai 400 021.
Tel: (+91 22) 6634 1100
Fax: (+91 22) 2284 0492
E-mail: [email protected]
Investor grievance e-mail:
[email protected]
Website: www.investmentbank.kotak.com
Contact person: Ganesh Rane
SEBI registration No.: INM000008704
UBS Securities India Private
Limited
2/F, 2 North Avenue, Maker Maxity
Bandra-Kurla Complex, Bandra East
Mumbai 400 051.
Tel: (91 22) 6155 6108
Fax: (91 22) 6155 6292
E-mail: [email protected]
Investor grievance e-mail:
[email protected]
Website: www.ubs.com/indianoffers
Contact person: Sudipto Shome
SEBI registration No.: INM000010809
CO-BOOK RUNNING LEAD
MANAGER
REGISTRAR TO THE ISSUE

India Infoline Limited
IIFL Centre, Kamala City
Senapati Bapat Marg
Lower Parel (West)
Mumbai 400 013.
Tel: (91 22) 4646 4600
Fax: (91 22) 2493 1073
E-mail: [email protected]
Investor grievance e-mail:
[email protected]
Website: www.iiflcap.com
Contact person: Pinak R.
Bhattacharyya/Sachin Kapoor
SEBI registration No.: INM000010940
Karvy Computershare Private Limited
Plot No. 17 to 24, Vithal Rao Nagar
Madhapur, Hyderabad 500 081.
Tel: (91 40) 4465 5000
FaX: (91 40) 2343 1551
E-mail: [email protected]
Investor grievance e-mail:
[email protected]
Website: http:\\karisma.karvy.com
Contact person : M. Murali Krishna
SEBI registration No.: INR000000221

ISSUE PROGRAMME *
ISSUE OPENS ON May 14, 2013 ISSUE CLOSES ON May 14, 2013
* Details of the Issue programme were disclosed in the Price Band Announcement (as defined hereinafter one day prior to the Issue Opening Date.

TABLE OF CONTENTS

NOTICE TO INVESTORS ......................................................................................................................................... 2
DEFINITIONS AND ABBREVIATIONS ................................................................................................................. 4
REPRESENTATIONS BY INVESTORS ............................................................................................................... 11
OFFSHORE DERIVATIVE INSTRUMENTS ....................................................................................................... 15
DISCLAIMER CLAUSE .......................................................................................................................................... 16
PRESENTATION OF FINANCIAL AND OTHER INFORMATION ................................................................ 17
INDUSTRY AND MARKET DATA........................................................................................................................ 19
FORWARD-LOOKING STATEMENTS ............................................................................................................... 20
EXCHANGE RATES ................................................................................................................................................ 21
SUMMARY OF OUR BUSINESS ........................................................................................................................... 22
SUMMARY OF THE ISSUE ................................................................................................................................... 29
SELECTED FINANCIAL INFORMATION .......................................................................................................... 30
RISK FACTORS ....................................................................................................................................................... 41
MARKET PRICE INFORMATION ....................................................................................................................... 70
USE OF PROCEEDS ................................................................................................................................................ 72
CAPITALISATION STATEMENT ........................................................................................................................ 73
DIVIDENDS ............................................................................................................................................................... 74
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ........................................................................................................................................................... 75
INDUSTRY OVERVIEW ......................................................................................................................................... 96
OUR BUSINESS ...................................................................................................................................................... 109
BOARD OF DIRECTORS AND SENIOR MANAGEMENT ............................................................................. 136
PRINCIPAL SHAREHOLDERS ........................................................................................................................... 146
ISSUE PROCEDURE ............................................................................................................................................. 149
PLACEMENT .......................................................................................................................................................... 166
THE SECURITIES MARKET OF INDIA............................................................................................................ 168
DESCRIPTION OF THE EQUITY SHARES ...................................................................................................... 171
STATEMENT OF TAX BENEFITS...................................................................................................................... 174
LEGAL PROCEEDINGS ....................................................................................................................................... 187
GENERAL INFORMATION ................................................................................................................................. 207
SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN INDIAN GAAP AND IFRS .......................... 214
FINANCIAL STATEMENTS ................................................................................................................................ 224
DECLARATION ..................................................................................................................................................... 225

2

NOTICE TO INVESTORS

The Company has furnished and accepts full responsibility for all the information contained in this Prospectus
and, having made all reasonable enquiries confirms that this Prospectus contains all information with respect to
the Company and the Equity Shares offered in the Issue that is material in the context of the Issue. The
statements contained in this Prospectus relating to the Company and the Equity Shares are, in every material
respect, true, accurate and not misleading. The opinions and intentions expressed in this Prospectus with regard
to the Company and the Equity Shares are honestly held, have been reached after considering all relevant
circumstances, are based on information presently available to the Company and are based on reasonable
assumptions. There are no other facts in relation to the Company and the Equity Shares, the omission of which
would, in the context of the Issue, make any statement in this Prospectus misleading in any material respect.
Further, all reasonable enquiries have been made by the Company to ascertain such facts and to verify the
accuracy of all such information and statements.

No person is authorised to give any information or to make any representation not contained in this Prospectus
and any information or representation not so contained must not be relied upon as having been authorised by or
on behalf of the Company or the Managers or the Syndicate Member. The delivery of this Prospectus at any
time does not imply that the information contained in it is correct as of any time subsequent to its date.

The Equity Shares offered in this Issue have not been approved, disapproved or recommended by
the U.S. Securities and Exchange Commission, any other federal or state authorities in the U.S. or the
securities authorities of any non-U.S. jurisdiction or any other U.S. or non-U.S. regulatory authority. No
authority has passed on or endorsed the merits of the Issue or the accuracy or adequacy of this
Prospectus. Any representation to the contrary is a criminal offence in the U.S. and may be a criminal
offence in other jurisdictions.

Within the United States, this Prospectus is being provided only to U.S. QIBs who have been deemed to have
made the representations set forth. Distribution of this Prospectus to any person other than the offeree specified
by the Managers or their representatives, and those persons, if any, retained to advise such offeree with respect
thereto, is unauthorized and any disclosure of its contents, without the prior written consent of the Company, is
prohibited. Any reproduction or distribution of this Prospectus in the United States, in whole or in part, and
any disclosure of its contents to any other person is prohibited.

The distribution of this Prospectus and the Issue may be restricted by law in certain countries or jurisdictions. As
such, this Prospectus does not constitute, and may not be used for or in connection with, an offer or solicitation
by anyone in any jurisdiction in which such offer or solicitation is not authorised, or to any person to whom it is
unlawful to make such offer or solicitation. In particular, no action has been taken by the Company, the
Managers or the Syndicate Member which would permit an offering of the Equity Shares offered in the Issue or
distribution of this Prospectus in any country or jurisdiction, other than India, where action for that purpose is
required. Accordingly, the Equity Shares to be issued pursuant to the Issue may not be offered or sold, directly
or indirectly, and neither this Prospectus nor any Issue materials in connection with the Equity Shares offered in
the Issue may be distributed or published in or from any country or jurisdiction except under circumstances that
will result in compliance with any applicable rules and regulations of any such country or jurisdiction.

This Prospectus has been filed with SEBI and the Stock Exchanges and delivered to the RoC for registration,
and has been displayed on the websites of the Stock Exchanges and the Company stating that it is in connection
with the Institutional Placement Programme and that the offer is being made only to Eligible QIBs.

In making an investment decision, investors must rely on their own examination of the Company and the terms
of the Issue, including the merits and risks involved. Investors should not construe the contents of this
Prospectus as business, legal, tax, accounting or investment advice. Investors should consult their own counsel
and advisors as to business, legal, tax, accounting, investment and related matters concerning the Issue. In
addition, none of the Company, the Managers or the Syndicate Member is making any representation to any
offeree or subscriber of the Equity Shares offered in the Issue regarding the legality of an investment in such
Equity Shares by such subscriber or purchaser under applicable laws or regulations.

Each Eligible QIB subscribing to the Equity Shares offered in the Issue is deemed to have acknowledged,
represented and agreed that it is eligible to invest in India and in the Company under applicable Indian
law, including Chapter VIII-A of the SEBI Regulations, and is not prohibited by SEBI or any other
statutory authority from buying, subscribing to, selling or dealing in securities.

3

The information on the Company’s website, except the Red Herring Prospectus and this Prospectus, or the
website of any of the Managers does not constitute nor form part of this Prospectus. Prospective investors
should not rely on the information contained in, or available through such websites, except the Red Herring
Prospectus and this Prospectus. This Prospectus contains summaries of terms of certain documents, which
summaries are qualified in their entirety by the terms and conditions of such documents.

The Equity Shares offered in this Issue have not been, and will not be, registered under the U.S. Securities
Act, and may not be offered or sold within the United States except pursuant to an exemption from, or in
a transaction not subject to, the U.S. Securities Act and applicable U.S. state securities laws. Accordingly,
the Equity Shares are being offered and sold (a) in the United States only to U.S. QIBs, and (b) outside the
United States only to Eligible QIBs in reliance on Regulation S under the U.S. Securities Act and the
applicable laws of the jurisdiction where those offers and sales occur.

4

DEFINITIONS AND ABBREVIATIONS

This Prospectus uses the definitions and abbreviations set forth below which, unless otherwise specified, you
should consider when reading the information contained herein. References to any legislation, act, regulation or
statutory provision in this Prospectus shall be construed as reference to such term as amended, modified or re-
enacted from time to time.

Company and Business Related Terms

Term Description
“the Company” or
“our Company”
DLF Limited, a public limited company incorporated under the Companies Act and
having its registered office at Shopping Mall, 3
rd
Floor, Arjun Marg Phase-I, DLF
City, Gurgaon 122 002, Haryana.
“Articles of
Association” or
“Articles”
The Articles of Association of the Company, as amended from time to time.
Associate An entity which is an associate of the Company in accordance with Accounting
Standard 23 issued by ICAI.
Auditors The statutory auditors of the Company, M/s. Walker, Chandiok & Co.
“Board” or “Board of
Directors”
The board of directors of the Company.
Caraf Caraf Builders and Constructions Private Limited, a subsidiary of our Company,
which prior to Fiscal 2010, was controlled by our Promoters.
Caraf Promoters The promoters and controlling shareholders of Caraf, namely, Rajdhani Investments
and Agencies Private Limited, Buland Consultants & Investments Private Limited and
Sidhant Housing and Development Company, taken together.
Caraf Transaction The transaction pursuant to which our Company integrated the operations of Caraf and
its subsidiaries, including DAL, with that of its subsidiary, DCCDL.
Chandigarh Tri-City The city of Chandigarh along with certain areas in and around Panchkula and
Mullanpur
Company Architects Architects Rajesh Bindlish, Shankar Mukkavilli, Akansha Moudgil, Alok Kumar, Anil
Gupta, Rahul Vatsyayan, Arvind Pandey, Sunil Koul and Giri Raj Shah, who are our
employees.
Completed Projects The projects which had been completed as of December 31, 2012 and in respect of
which we had received occupancy or completion certificates as of that date.
DAL DLF Assets Private Limited, a subsidiary of Caraf, and a step-down subsidiary of our
Company, which prior to Fiscal 2010, was controlled by our Promoters.
DCCDL DLF Cyber City Developers Limited.
Delhi Metropolitan
Region
The region in and around Delhi which includes New Delhi and Noida in Uttar
Pradesh, but excludes Gurgaon in Haryana.
Development Business Our business stream that involves the development and sale of residential properties;
our Development Business also consists of the development and sale of certain
commercial and shopping complexes including those that are integral to our
residential developments they are attached to.
Development Potential The aggregate of the total Saleable Area and total Leasable Area.
Directors Directors on the Board, as may be appointed from time to time.
DLF Utilities DLF Utilities Limited.
DLF Foundation DLF Foundation, the trust.
Equity Shares Equity shares of face value of ` 2 each of the Company.
Joint Venture An entity which is a joint venture of the Company in accordance with Accounting
Standard 27 issued by ICAI.
Land Reserves The land parcels where, as of December 31, 2012, we have title, economic interest or
other rights to undertake construction on, and development of, land and derive
economic benefits therefrom in accordance with applicable laws. For avoidance of
doubt, our Land Reserves exclude lands over which our Completed Projects are
situated.
Leasable Area In respect of commercial and retail developments, our economic interest in the total
area that we have developed and leased, or which is available for development and
lease, as per the applicable laws and regulations.

5

Term Description
Lease Business Our business stream that involves the development and leasing of commercial and
retail properties.
Net Debt The aggregate of (a) our repayment obligations to banks and financial institutions
under our debt facilities and (b) the outstanding compulsorily convertible preference
shares issued to third parties, less (x) cash and cash equivalents (including mutual
funds, bonds and fixed deposits), the impact of fluctuation in exchange rates on
foreign currency denominated debt, third party loans of our Joint Ventures and
equity investments in certain of our Joint Ventures that are treated as debt.
Noida IT Park JV A joint venture company which owns an IT park commercial development in Noida,
Uttar Pradesh.
Occupancy Rate The portion of Leasable Area in respect of which lease deeds or other form of
definitive agreements for lease of space in our commercial or retail portfolio
properties has been entered into with our tenants.
Planned Projects The planned projects in respect of which we had received approvals for conversion of
land use as of December 31, 2012, but construction activities were yet to commence
as of that date.
POC Method The percentage of completion method of accounting for long-term contracts under
Indian GAAP.
Projects under
Construction
The projects in respect of which approvals for commencing construction and
development had been received and construction activities had commenced as of
December 31, 2012.
Promoters Mr. Kushal Pal Singh, Mr. Rajiv Singh, Panchsheel Investment Company and Sidhant
Housing and Development Company.
Promoter Group The promoter group of the Company as determined in terms of Regulation 2(1)(zb) of
the SEBI Regulations.
Registered Office Registered office of the Company at Shopping Mall, 3
rd
Floor, Arjun Marg Phase-I,
DLF City, Gurgaon 122 002, Haryana.
Saleable Area Our economic interest in the total area in each project that we develop and sell, or
intend to develop and sell, as per the applicable laws and regulations.
Silverlink Silverlink Resorts Limited.
Subsidiary An entity which is a subsidiary of the Company in accordance with the provisions
of Section 4 of the Companies Act.
TPR Timely Payment Rebate.
Vacancy Rate The portion of the Leasable Area in respect of which no lease deeds or other form of
definitive agreements for lease have been entered into with our tenants.
“we” or “us” or “our” DLF Limited and its Subsidiaries, Joint Ventures, partnership firms and Associates on
a consolidated basis.

Issue Related Terms

Term Description
“Allocation” or
“Allocated”
Allocation of the Equity Shares offered in the Issue following the determination of
the Issue Price to Applicants on the basis of the ASBA Applications submitted by
them and in accordance with the Allotment Criteria.
“Allotment” or
“Allotted” or “Allot”
Unless the context otherwise requires, the issue and allotment of the Equity Shares.
Allottees Eligible QIBs to whom the Equity Shares are Allotted.
Allotment Criteria The method as finalised by the Company based on which the Equity Shares offered in
the Issue will be Allocated and Allotted to successful Applicants, in this case being
the proportionate method.
Applicant An Eligible QIB that submits an ASBA Application in accordance with the
provisions of the Red Herring Prospectus.
Application Amount The highest value indicated by the Applicant in the ASBA Application to subscribe
for the Equity Shares applied for in the ASBA Application.
ASBA Application supported by blocked amount.
ASBA Application An application by an Applicant, whether physical or electronic, offering to subscribe
for the Equity Shares in the Issue at any price within the Price Band including any
revisions thereof, pursuant to the terms of the Red Herring Prospectus and which

6

Term Description
shall also be an authorisation to an SCSB to block the Application Amount in the
ASBA Account maintained with such SCSB. The ASBA Application will also be
considered as the application for Allotment for the purposes of the Red Herring
Prospectus and this Prospectus. The price per Equity Share and the number of Equity
Shares applied for under an ASBA Application may only be revised upwards and any
downward revision in price per Equity Share and/or the number of Equity Shares
applied for under an ASBA Application or withdrawal of the ASBA Application is
not permitted.
ASBA Account An account maintained with the SCSB by the Applicant and specified in the ASBA
Application for blocking the Application Amount.
Basis of Allocation The basis on which Equity Shares offered in the Issue will be Allocated to successful
Applicants in the Issue and the CAN will be dispatched, as described in “Issue
Procedure”.
Book Running Lead
Managers
CLSA India Limited, HSBC Securities and Capital Markets (India) Private Limited,
Kotak Mahindra Capital Company Limited and UBS Securities India Private Limited.
“CAN” or
“Confirmation of
Allocation Note”
Note, advice or intimation sent to the Applicants who have been Allocated Equity
Shares offered in the Issue, confirming the Allocation of Equity Shares to such
Applicants after the determination of the Issue Price in terms of the Basis of
Allocation approved by the Stock Exchanges, and shall constitute a valid, binding and
irrevocable agreement on part of the Applicant to subscribe to the Equity Shares
Allocated to such Applicant at the Issue Price.
Cap Price The higher end of the Price Band, if any, announced by the Company, above which
the Issue Price will not be finalised and above which no ASBA Applications will be
accepted.
CLSA India CLSA India Limited.
Co-Book Running
Lead Manager
India Infoline Limited.
Designated Branches Such branches of the SCSBs which shall collect the ASBA Applications and a list of
which is available athttp://www.sebi.gov.in/cms/sebi_data/attachdocs/1365051213899.html.
Designated Date The date on which funds blocked by the SCSB are transferred from the ASBA
Accounts of the successful Applicants to the Public Issue Account or unblocked, as
the case may be, after the Prospectus is filed with the RoC.
Deutsche Equities Deutsche Equities India Private Limited.
DSP Merrill Lynch DSP Merrill Lynch Limited.
“Eligible QIB” or
Eligible Qualified
Institutional Buyer”
A qualified institutional buyer, as defined under Regulation 2(1)(zd) of the SEBI
Regulations, provided that, with respect to this Issue, this term shall not include
foreign venture capital investors and multilateral and bilateral development financial
institutions.
Floor Price The price below which the Issue Price will not be finalised and the Equity Shares
offered in the Issue shall not be Allotted. Any ASBA Application made at a price per
Equity Share below the Floor Price will be rejected.
Price Band
Announcement
The announcement of the Price Band, made by the Company one day prior to the
Issue Opening Date.
Global Coordinators
and Book Running
Lead Managers
Standard Chartered Securities (India) Limited, Deutsche Equities India Private
Limited, DSP Merrill Lynch Limited and J. P. Morgan India Private Limited.
HSBC Securities
HSBC Securities and Capital Markets (India) Private Limited.
India Infoline
India Infoline Limited.
“Institutional
Placement Programme”
or “IPP”
Institutional placement programme in which offer, allocation and allotment of equity
shares is made under Chapter VIII-A of the SEBI Regulations.
Issue The offer and issuance of 81,018,417 Equity Shares to Eligible QIBs, pursuant to
Chapter VIII-A of the SEBI Regulations.
Issue and Placement
Agreement
The issue and placement agreement dated April 25, 2013, entered into among the
Company and the Managers in relation to the Issue.
Issue Closing Date The last date up to which the ASBA Applications shall be accepted, which date was
announced along with the Price Band Announcement.

7

Term Description
Issue Opening Date The date on which the Designated Branches and the members of the Syndicate will
start accepting the ASBA Applications, which date was announced along with the
Price Band Announcement.
Issue Period The period between the Issue Opening Date and Issue Closing Date, inclusive of both
dates during which Eligible QIBs can submit their ASBA Applications to the SCSBs
and the members of the Syndicate (in the Specified Cities).
Issue Price The price at which the Equity Shares offered in the Issue will be Allotted to the
successful Applicants, and indicated in the CAN, which is within the Price Band.
Issue Size The aggregate size of the Issue, comprising of 81,018,417 Equity Shares, each
Allotted at the Issue Price.
J.P. Morgan J. P. Morgan India Private Limited.
Kotak Kotak Mahindra Capital Company Limited.
Managers Global Coordinators and Book Running Lead Managers, Book Running Lead
Managers and Co-Book Running Lead Managers.
Price Band Price band, if any, announced by the Company for the Issue, of a minimum price
(Floor Price) and a maximum price (Cap Price), which will be decided by the
Company in consultation with the Managers and which shall be announced at least
one day prior to the Issue Opening Date.
Pricing Date The date on which the Company in consultation with the Managers finalises the Issue
Price.
Prospectus The prospectus to be filed with the RoC in accordance with the provisions of the
Companies Act, containing, inter alia, the Issue Size, the Issue Price and certain other
information.
Public Issue Account The account opened with the Public Issue Account Bank in terms of Section 73 of the
Companies Act to receive monies from the ASBA Accounts on the Designated Date.
Public Issue Account
Agreement
Public issue account agreement dated May 7, 2013 among the Company, the
Managers, the Syndicate Member, the Registrar and the Public Issue Account Bank.
Public Issue Account
Bank
The bank which is clearing member and registered with SEBI as a banker to the issue
with whom the Public Issue Account will be opened and in this case being ICICI
Bank Limited.
Red Herring Prospectus The red herring prospectus dated April 29, 2013 issued in accordance with the
provisions of the Companies Act, which does not have complete particulars of the
price at which the Equity Shares are offered in the Issue and the size of the Issue. The
Red Herring Prospectus was filed with the RoC at least three days before the Issue
Opening Date and will become the Prospectus upon filing with the RoC after the
Pricing Date.
Registrar to the Issue Karvy Computershare Private Limited.
Revision Form The form used by the Applicants, to modify the number of Equity Shares applied for
or the price per Equity Share in any of their ASBA Applications or any previous
Revision Form(s). Applicants are not allowed to revise downwards the price per
Equity Share or the number of Equity Shares applied for.
Self Certified Syndicate
Bank(s) or SCSB(s)
A banker to the issue registered with SEBI, which offers the facility of ASBA and a
list of which is available athttp://www.sebi.gov.in/cms/sebi_data/attachdocs/1365051213899.html.
Specified Cities Cities as specified in the SEBI Circular no. CIR/CFD/DIL/1/2011 dated April 29,
2011, namely, Mumbai, Chennai, Kolkata, Delhi, Ahmedabad, Rajkot, Jaipur,
Bangalore, Hyderabad, Pune, Baroda and Surat.
Standard Chartered
Securities
Standard Chartered Securities (India) Limited.
Stock Exchanges The BSE and the NSE.
Syndicate or members
of the Syndicate
The Managers and the Syndicate Member.
Syndicate Agreement The agreement dated May 7, 2013 among the Syndicate and the Company in relation
to the Issue
Syndicate ASBA
Bidding Centres
Centres in the Specified Cities where the Applicants can register their ASBA
Applications with a member of the Syndicate.
Syndicate Member Kotak Securities Limited.
TRS or Transaction The slip or document issued by a member of the Syndicate or the SCSB (only on

8

Term Description
Registration Slip demand), as the case may be, to the Applicant as proof of registration of the ASBA
Application.
UBS Securities UBS Securities India Private Limited.
Working Day Any day, other than Saturdays and Sundays, on which commercial banks in Mumbai
are open for business, provided however, for the purpose of the time period between
the Issue Closing Date and listing of the Equity Shares offered pursuant to the Issue
on the Stock Exchanges, “Working Days”, shall mean all days excluding Sundays
and bank holidays in Mumbai in accordance with the SEBI Circular no.
CIR/CFD/DIL/3/2010 dated April 22, 2010.

Conventional and General Terms and reference to other entities

Term Description
Acre 43,560 sq. ft.
Alternative Investment
Fund/AIF
Alternative Investment Fund as defined in and registered under SEBI AIF
Regulations.
AY Assessment Year.
BFSI Banking, Financial Services and Insurance.
BSE BSE Limited.
CAGR Compounded annual growth rate.
CCI Competition Commission of India.
CCPS Compulsorily Convertible Preference Shares.
CDSL Central Depository Services (India) Limited.
Central Statistics Office Central Statistics Office, Ministry of Statistics and Programme Implementation,
Government of India.
CERs Certified Emission Reductions.
Civil Procedure Code Code of Civil Procedure, 1908.
Client ID Beneficiary account identity.
Companies Act Companies Act, 1956.
Competition Act The Competition Act, 2002.
Consolidated FDI
Policy
Circular 1 of 2013 dated April 5, 2013 issued by the Department of Industrial Policy
and Promotion, Ministry of Commerce and Industry, Government of India, effective
from April 5, 2013.
Depositories NSDL and CDSL.
Depositories Act Depositories Act, 1996.
Depository Participant
or DP
A depository participant as defined under the Depositories Act.
DP ID Depository participant identity.
EPC Engineering, procurement and construction.
EPS Earnings per share, i.e., profit after tax for a financial year divided by the weighted
average number of equity shares during the financial year.
Equity Listing
Agreement
The equity listing agreements entered by the Company with each of the Stock
Exchanges.
ERP Enterprise Resource Planning.
FDI Foreign Direct Investment.
FEMA Foreign Exchange Management Act, 1999, together with rules and regulations
thereunder.
FII Regulations Securities and Exchange Board of India (Foreign Institutional Investors)
Regulations, 1995.
FIIs Foreign institutional investors (as defined under the FII Regulations) registered with
SEBI.
Financial year or fiscal
year or fiscal or FY
Period of 12 months ended March 31 of that particular year.
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.
FVCI or foreign venture
capital investors
Foreign venture capital investors (as defined under the Securities and Exchange
Board of India (Foreign Venture Capital Investors) Regulations, 2000) registered
with SEBI.

9

Term Description
GDP Gross Domestic Product.
GoI or Government Government of India.
Hectare 107,639 sq. ft.
HUDA Haryana Urban Development Authority.
HUF Hindu Undivided Family.
I.T. Act Income Tax Act, 1961.
IBEF The India Brand Equity Foundation, a public-private partnership between the
Ministry of Commerce and Industry, Government of India, and the Confederation of
Indian Industry.
ICAI Institute of Chartered Accountants of India.
IFRS International Financial Reporting Standards.
IMF International Monetary Fund.
IND AS Indian Accounting Standards converged with International Financial Reporting
Standards.
Indian GAAP Generally Accepted Accounting Principles in India.
Insider Trading
Regulations
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
1992.
Insurance Company An insurance company registered with the Insurance Regulatory and Development
Authority in India.
IT/ ITeS Information Technology and Information Technology Enabled Services.
ITNL IL&FS Transportation Networks Limited.
JDAs Joint Development Arrangements.
JV Joint Venture.
JVAs Joint Venture Arrangements.
Limited liability
partnership
A limited liability partnership registered with the registrar of companies under the
Limited Liability Partnership Act, 2008.
MAT Minimum Alternate Tax.
MCA Ministry of Corporate Affairs, Government of India
MoU Memorandum of Understanding.
msf Million square feet.
Mutual Fund A mutual fund registered with SEBI under the Securities and Exchange Board of
India (Mutual Funds) Regulations, 1996.
NCR National Capital Region.
Non-Resident A person resident outside India, as defined under the FEMA and includes a Non-
Resident Indian.
NSDL National Securities Depository Limited.
NSE The National Stock Exchange of India Limited.
Old Schedule VI The format of presentation of financial statements prescribed under Schedule VI to
the Companies Act which was followed by Indian companies until the issuance of
Notification S.O. 447(E) dated February 28, 2011 by the MCA.
PAN Permanent Account Number allotted under the I.T. Act.
RBI Reserve Bank of India.
Real Estate Accounting
Guidance Note
The Guidance Note on Accounting for Real Estate Transactions (Revised 2012)
issued by ICAI on February 11, 2012.
Regulation S Regulation S under the U.S. Securities Act.
Revised Schedule VI The revised format of presentation of financial statements prescribed under Schedule
VI to the Companies Act which is followed by Indian companies after the issuance
of Notification S.O. 447(E) dated February 28, 2011 by the MCA.
RoC The Registrar of Companies, National Capital Territory of Delhi and Haryana.
Rs./ `/INR Indian Rupees.
Rule 144A Rule 144A under the U.S. Securities Act.
SCRA Securities Contracts (Regulation) Act, 1956.
SCRR Securities Contracts (Regulation) Rules, 1957.
SEBI Securities and Exchange Board of India constituted under the SEBI Act.
SEBI Act Securities and Exchange Board of India Act, 1992.
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds) Regulations,
2012.

10

Term Description
SEBI Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009.
SEZ Special Economic Zone.
SEZ Act Special Economic Zones Act, 2005.
SPV Special purpose vehicle.
Sq ft Square Foot.
STT Securities Transaction Tax.
Supreme Court Supreme Court of India.
Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011.
U.S. GAAP Generally accepted accounting principles in the United States of America.
U.S. QIB A qualified institutional buyer, as defined in Rule 144A under the U.S. Securities
Act.
U.S. Securities Act The U.S. Securities Act of 1933.
VCF(s) or Venture
capital funds
Venture capital funds as defined and registered with SEBI under the Securities and
Exchange Board of India (Venture Capital Fund) Regulations, 1996 or the SEBI AIF
Regulations, as the case may be.
VERs Voluntary Emission Reductions.

Notwithstanding the foregoing, terms in the sections titled, “Statement of Tax Benefits” and “Financial
Statements” have the meanings given to such terms in these respective sections.

11

REPRESENTATIONS BY INVESTORS

By subscribing to any Equity Shares offered in the Issue, you are deemed to have represented, warranted,
acknowledged and agreed to the Company, the Managers and the Syndicate Member, as follows:

You are an “Eligible QIB” (hereinafter defined), having a valid and existing registration under
applicable laws and regulations of India, and undertake to acquire, hold, manage or dispose of any
Equity Shares offered in the Issue that are Allotted to you in accordance with Chapter VIII-A of the
SEBI Regulations;

You are eligible to invest in India under applicable law, including the Foreign Exchange Management
(Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000, and any
notifications, circulars or clarifications issued thereunder, and have not been prohibited by SEBI or any
other regulatory authority, from buying, selling or dealing in securities;

You are aware that the Red Herring Prospectus and this Prospectus have not been reviewed, verified or
affirmed by SEBI, RBI, the Stock Exchanges or any other regulatory or listing authority, other than the
RoC pursuant to applicable provisions of the Companies Act, and is intended only for use by Eligible
QIBs;

If you are Allotted the Equity Shares, you shall not, for a period of one year from the date of Allotment,
sell such Equity Shares so acquired except on the Stock Exchanges;

You are entitled to subscribe for the Equity Shares offered in the Issue under the laws of all relevant
jurisdictions that apply to you and you have necessary capacity, have obtained all necessary consents,
governmental or otherwise, and authorisations and complied with all necessary formalities, to enable
you to commit to participation in the Issue and to perform your obligations in relation thereto
(including, without limitation, in the case of any person on whose behalf you are acting, all necessary
consents and authorisations to agree to the terms set out or referred to in the Red Herring Prospectus
and this Prospectus), and will honour such obligations;

You confirm that, either: (i) you have not participated in or attended any investor meetings or
presentations by the Company or its agents (the “Company Presentations”) with regard to the
Company or the Issue; or (ii) if you have participated in or attended any Company Presentations: (a)
you understand and acknowledge that the Syndicate (as defined hereafter) may not have knowledge of
the statements that the Company or its agents may have made at such Company Presentations and are
therefore unable to determine whether the information provided to you at such Company Presentations
may have included any material misstatements or omissions, and, accordingly you acknowledge that
the Syndicate have advised you not to rely in any way on any information that was provided to you at
any such Company Presentations, and (b) you confirm that, to the best of your knowledge, you have
not been provided any material or price sensitive information relating to the Company and the Issue
that was not made publicly available by the Company;

Neither the Company nor the Managers nor the Syndicate Member nor any of their respective
shareholders, directors, officers, employees, counsel, representatives, agents or affiliates are making
any recommendations to you or advising you regarding the suitability of any transactions you may
enter into in connection with the Issue and your participation in the Issue is on the basis that you are
not, and will not, up to the Allotment of the Equity Shares offered in the Issue, be a client of the
Managers or the Syndicate Member. Neither the Managers nor the Syndicate Member nor any of their
shareholders, directors, officers, employees, counsel, representatives, agents or affiliates have any
duties or responsibilities to you for providing the protection afforded to its or their clients or customers
or for providing advice in relation to the Issue and are not in any way acting in any fiduciary capacity;

All statements other than statements of historical facts included in the Red Herring Prospectus and this
Prospectus, including those regarding the Company’s financial position, business strategy, plans and
objectives of management for future operations (including development plans and objectives relating to
the Company’s business), are forward-looking statements. Such forward-looking statements involve
known and unknown risks, uncertainties and other important factors that could cause actual results to
be materially different from future results, performance or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements are based on numerous assumptions

12

regarding the Company’s present and future business strategies and environment in which the
Company will operate in the future. You should not place undue reliance on forward-looking
statements, which speak only as of the date of this Prospectus;

You are aware of and understand that the Equity Shares to be issued pursuant to the Issue are being
offered only to Eligible QIBs and are not being offered to the general public and the Allocation and
Allotment shall be in accordance with the Basis of Allocation (as defined hereinafter), Allotment
Criteria and the CAN (as defined hereinafter). For details, see “Issue Procedure”;

You have read the Red Herring Prospectus and this Prospectus in its entirety, including in particular,
“Risk Factors”;

In making your investment decision, you have (i) relied on your own examination of the Company and
the terms of the Issue, including the merits and risks involved, (ii) made your own assessment of the
Company on a consolidated basis, the Equity Shares offered in the Issue and the terms of the Issue
based solely on the information contained in the Red Herring Prospectus and this Prospectus and
publicly available information about the Company and no other disclosure or representation by us or
any other party, (iii) consulted your own independent counsel and advisors or otherwise have satisfied
yourself concerning, the effects of local laws, (iv) received all information that you believe is necessary
or appropriate in order to make an investment decision in respect of the Company and the Equity
Shares offered in the Issue, and (v) relied upon your own investigation and resources in deciding to
invest in the Issue;

Neither the Managers nor the Syndicate Member nor any of their shareholders, directors, officers,
employees, counsel, representatives, agents or affiliates, have provided you with any tax advice or
otherwise made any representations regarding the tax consequences of purchase, ownership and
disposal of the Equity Shares offered in the Issue (including the Issue and the use of proceeds from
such Equity Shares). You will obtain your own independent tax advice and will not rely on the
Managers, the Syndicate Member or any of their shareholders, directors, officers, employees, counsel,
representatives, agents or affiliates, when evaluating the tax consequences in relation to the Equity
Shares offered in the Issue (including, in relation to the Issue and the use of proceeds from the Equity
Shares offered in the Issue). You waive, and agree not to assert any claim against any of the Company,
the Managers, the Syndicate Member or any of their respective shareholders, directors, officers,
employees, counsel, representatives, agents or affiliates, with respect to the tax aspects of the Equity
Shares offered in the Issue or as a result of any tax audits by tax authorities, wherever situated;

You are a sophisticated investor who is seeking to subscribe to the Equity Shares offered in the Issue
for your own investment and not with intent to distribute such Equity Shares and have such knowledge
and experience in financial, business and investments as to be capable of evaluating the merits and
risks of the investment in the Equity Shares offered in the Issue. You and any accounts for which you
are subscribing to the Equity Shares offered in the Issue (i) are each able to bear the economic risk of
the investment in the Equity Shares to be issued pursuant to the Issue, (ii) are able to sustain a complete
loss on the investment in the Equity Shares to be issued pursuant to the Issue, (iii) have no need for
liquidity with respect to the investment in the Equity Shares offered in the Issue, (iv) have sufficient
knowledge, sophistication and experience in financial and business matters so as to be capable of
evaluating the merits and risk of subscribing to the Equity Shares offered in the Issue, and (v) have no
reason to anticipate any change in your or their circumstances, financial or otherwise, which may cause
or require any sale or distribution by you or them of all or any part of the Equity Shares offered in the
Issue. You acknowledge that an investment in the Equity Shares offered in the Issue involves a high
degree of risk and that such Equity Shares are, therefore, a speculative investment. You are seeking to
subscribe to the Equity Shares offered in this Issue for your own investment and not with a view to
resale or distribution;

If you are acquiring the Equity Shares offered in the Issue, for one or more managed accounts, you
represent and warrant that you are authorised in writing, by each such managed account to acquire such
Equity Shares for each managed account and make the representations, warranties, acknowledgements
and agreements herein for and on behalf of each such account, reading the reference to ‘you’ to include
such accounts;

You are neither a Promoter nor a person related to the Promoters, either directly or indirectly, and your

13

ASBA Application does not directly or indirectly represent the Promoters or the Promoter Group
(hereinafter defined) or persons related to the Promoters. For the purposes of this representation you
will be deemed to be related to the Promoters if you have any rights under any shareholders’ agreement
or voting agreement entered into with the Promoters or persons related to the Promoters, any veto
rights or any right to appoint any nominee director on the Board (as defined hereinafter), other than the
rights, if any, acquired in the capacity of a lender not holding any Equity Shares;

You have no right to withdraw your ASBA Application or revise downwards the price per Equity
Share or the number of Equity Shares mentioned in your ASBA Application;

You understand that the Equity Shares have not been and will not be registered under the U.S.
Securities Act or within any securities regulatory authority of any state of the United States and
accordingly, may not be offered or sold within the United States, except in reliance upon an exemption
from the registration requirements of the U.S. Securities Act;

If you are within the United States, you are an institutional investor meeting the requirements of a
U.S. QIB, are acquiring the Equity Shares for your own account or for the account of an institutional
investor who also meets the requirements of a U.S. QIB for investment purposes only, and not with a
view to, or for resale in connection with, the distribution (within the meaning of any United States
securities laws) thereof, in whole or in part;

You are not acquiring or subscribing for the Equity Shares as a result of any general solicitation or
general advertising (as those terms are defined in Regulation D under the U.S. Securities Act) or
directed selling efforts (as defined in Regulation S) and you understand and agree that offers and sales
are being made in reliance on an exemption to the registration requirements of the U.S. Securities Act
and the Equity Shares may not be eligible for resales under Rule 144A;

You are eligible to apply for and hold the Equity Shares offered in the Issue, which are Allotted to you
together with any Equity Shares held by you prior to the Issue. You confirm that your aggregate
holding after the Allotment of the Equity Shares offered in the Issue shall not exceed the level
permissible as per any applicable regulations;

The ASBA Application submitted by you would not result in triggering a tender offer under the
Takeover Regulations (hereinafter defined);

You, together with other Eligible QIBs that belong to the same group as you or are under common
control as you, shall not be Allotted Equity Shares in excess of 25% of the aggregate number of Equity
Shares Allotted in the Issue. You agree that in the event that the aggregate number of Equity Shares
Allotted in the Issue is less than the original Issue Size, the Company will reduce the number of Equity
Shares that may be Allotted to you such that you are not Allotted Equity Shares in excess of 25% of the
final Issue Size. For the purposes of this representation:

i. The expression ‘belong to the same group’ shall have the same meaning as ‘companies under
the same group’ as provided in sub-section (11) of Section 372 of the Companies Act; and
ii. The expression ‘control’ shall have the same meaning as is assigned to it under Regulation
2(1)(e) of the Takeover Regulations;

For meaning of the terms ‘companies under the same group’ under sub-section (11) of Section 372 of
the Companies Act and ‘control’ under Regulation 2(1)(e) of the Takeover Regulations, see “Issue
Procedure”;

You shall not undertake any trade in the Equity Shares issued pursuant to the Issue and credited to your
Depository Participant (as defined hereinafter) account until such time that the final listing and trading
approvals for such Equity Shares are issued by the Stock Exchanges;

You are aware that (i) applications for in-principle approval, in terms of Clause 24(a) of the Equity
Listing Agreement, for listing and admission of the Equity Shares offered in the Issue and for trading
on the Stock Exchanges, were made and approval has been received from each of the Stock Exchanges,
and (ii) the application for the final listing and trading approval will be made after Allotment. There
can be no assurance that the final approvals for listing of the Equity Shares issued pursuant to the Issue

14

will be obtained in time, or at all. The Company shall not be responsible for any delay or non-receipt of
such final approvals or any loss arising from such delay or non-receipt;

By participating in the Issue, you confirm that you have neither received nor relied on any other
information, representation, warranty or statement made by, or on behalf of, the Managers, the
Syndicate Member or the Company or any of their respective affiliates or any other person acting on
their behalf and neither the Managers, the Company, the Syndicate Member nor any of their respective
affiliates or other person acting on their behalf will be liable for your decision to participate in the Issue
based on any other information, representation, warranty or statement that you may have obtained or
received;

You confirm that the only information you are entitled to rely on, and on which you have relied in
committing yourself to acquire the Equity Shares offered in the Issue is contained in the Red Herring
Prospectus and this Prospectus, such information being all that you deem necessary to make an
investment decision in respect of the Equity Shares offered in the Issue and neither the Managers nor
the Company nor the Syndicate Member will be liable for your decision to accept an invitation to
participate in the Issue based on any other information, representation, warranty or statement that you
may have obtained or received;

The Syndicate do not have any obligation to purchase or acquire all or any part of the Equity Shares
subscribed for by you or to support any losses directly or indirectly sustained or incurred by you for
any reason whatsoever in connection with the Issue, including non-performance by the Company of
any of its obligations or any breach of any representations and warranties by the Company, whether to
you or otherwise;

You agree that any dispute arising in connection with the Issue will be governed by and construed in
accordance with the laws of Republic of India, and the courts in New Delhi, India shall have exclusive
jurisdiction to settle any disputes which may arise out of or in connection with the Issue, the Red
Herring Prospectus and this Prospectus;

Each of the representations, warranties, acknowledgements and agreements set out above shall continue
to be true and accurate at all times up to and including the Allotment, listing and trading of the Equity
Shares issued pursuant to the Issue on the Stock Exchanges;

You agree to indemnify and hold the Company, the Managers, the Syndicate Member and their
respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal
fees and expenses) arising out of or in connection with any breach or alleged breach of the
representations, warranties, acknowledgements and undertakings made by you in the Red Herring
Prospectus and this Prospectus. You agree that the indemnity set forth in this paragraph shall survive
the resale of the Equity Shares issued pursuant to the Issue by, or on behalf of, the managed accounts;

You agree to abide by the Basis of Allocation provided in the Red Herring Prospectus and this
Prospectus, and the Allocation done in accordance with Basis of Allocation as overseen by the Stock
Exchanges; and

You agree to provide additional documents as may be required by the Company and the Syndicate for
finalisation of the Basis of Allocation along with the Stock Exchanges. The Company, the Managers,
the Syndicate Member and their affiliates may rely on the accuracy of such documents provided by
you.

The Company, the Managers, the Syndicate Member, their respective affiliates and others will rely on the truth
and accuracy of the foregoing representations, warranties, acknowledgements and undertakings, which are given
to the Syndicate on their own behalf and on behalf of the Company, and are irrevocable.

15

OFFSHORE DERIVATIVE INSTRUMENTS

Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of
Regulation 15A(1) of the Securities and Exchange Board of India (Foreign Institutional Investors) Regulations,
1995 (the “FII Regulations”), an FII may issue or otherwise deal in offshore derivative instruments such as
participatory notes, equity-linked notes or any other similar instruments issued overseas against underlying
securities, listed or proposed to be listed on any recognized stock exchange in India, such as the Equity Shares
offered in the Issue (all such offshore derivative instruments are referred to herein as “P-Notes”), for which they
may receive compensation from the purchasers of such instruments. P-Notes may be issued only in favour of
those entities which are regulated by any appropriate foreign regulatory authorities subject to compliance with
applicable ‘know your client’ requirements. An FII shall also ensure that no further issue or transfer of any
instrument referred to above is made by or on behalf of it to any person other than such entities regulated by an
appropriate foreign regulatory authority. No sub-account of an FII is permitted to directly or indirectly issue P-
Notes. P-Notes have not been and are not being offered, issued or sold pursuant to the Red Herring Prospectus
and this Prospectus. The Red Herring Prospectus and this Prospectus do not contain any information concerning
P-Notes or the issuer(s) of any P-Notes, including any information regarding any risk factors relating thereto.

Any P-Notes that may be issued are not securities of the Company and do not constitute any obligation of,
claims on or interests in the Company, the Managers or the Syndicate Member. The Company has not
participated in any offer of any P-Notes, or in the establishment of the terms of any P-Notes, or in the
preparation of any disclosure related to the P-Notes. Any P-Notes that may be offered are issued by, and are the
sole obligations of, third parties that are unrelated to the Company, the Managers or the Syndicate Member. The
Company, the Managers and the Syndicate Member do not make any recommendation as to any investment in
P-Notes and do not accept any responsibility whatsoever in connection with the P-Notes. Any P-Notes that may
be issued are not securities of the Managers or the Syndicate Member and do not constitute any obligations of or
claims on the Managers or the Syndicate Member. Affiliates of the Managers that are registered as FIIs may
purchase, to the extent permissible under law, the Equity Shares offered in the Issue, and may issue P-Notes in
respect thereof.

Prospective investors interested in purchasing any P-Notes have the responsibility to obtain adequate
disclosures as to the issuer(s) of such P-Notes and the terms and conditions of any such P-Notes from the
issuer(s) of such P-Notes. Neither SEBI nor any other regulatory authority has reviewed or approved any
P-Notes or any disclosure related thereto. Prospective investors are urged to consult their own financial,
legal, accounting and tax advisors regarding any contemplated investment in P-Notes, including whether
P-Notes are issued in compliance with applicable laws and regulations.

16

DISCLAIMER CLAUSE

As required, a copy of this Prospectus has been delivered to each of the Stock Exchanges and SEBI and for
registration with the RoC. The Stock Exchanges, SEBI and the RoC do not in any manner:

(1) warrant, certify or endorse the correctness or completeness of the contents of this Prospectus;
(2) warrant that the Equity Shares issued pursuant to the Issue will be listed or the Equity Shares will
continue to be listed on the Stock Exchanges; or
(3) take any responsibility for the financial or other soundness of the Company, its Promoters, its
management or any scheme or project of the Company.

It should not for any reason be deemed or construed to mean that this Prospectus has been reviewed or approved
by the Stock Exchanges or SEBI. Every person who desires to apply for or otherwise acquire any Equity Shares
offered in the Issue may do so pursuant to an independent inquiry, investigation and analysis and shall not have
any claim against the Stock Exchanges, SEBI and the RoC 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.

17

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

In this Prospectus, unless the context otherwise indicates or implies, references to ‘you’, ‘your’, ‘offeree’,
‘purchaser’, ‘subscriber’, ‘recipient’, ‘investors’, ‘prospective investors’ and ‘potential investor’ are to the
prospective investors in the Issue, references to ‘the Company’ or ‘our Company’ are to DLF Limited, and
references to ‘we’, ‘us’ or ‘our’ are to DLF Limited, its subsidiaries, joint ventures, partnership firms and
associates on a consolidated basis, unless otherwise specified.

In this Prospectus, all references to “INR”, “Indian Rupees”, “`” or “Rs.” are to Indian Rupees and all
references to “U.S. dollars”, “USD” or “U.S.$” are to United States dollars. All references herein to the “U.S.”
or the “United States” are to the United States of America and its territories and possessions and all references to
“India” are to the Republic of India and its territories and possessions. All references herein to the
“Government” or the “Central Government” or the “State Government” are to the Government of India, central
or state, as applicable.

In this Prospectus, references to the words “Lakh” or “Lac” mean “100 thousand”, the word “million” means
“10 lakh”, the word “crore” means “10 million” or “100 lakhs” and the word “billion” means “1,000 million” or
“100 crores”.

All references in this Prospectus to the word “acre” mean “43,559.6 sq ft” and “hectare” mean “107,639.1 sq ft”.

In this Prospectus, certain information relating to the Occupancy Rate and the Vacancy Rate of our commercial
and retail leased properties, the outstanding contractual payments for the acquisition of our Land Reserves,
mortgaged land parcels, the percentage contribution to gross income by 10 largest tenants for our commercial
and retail properties, the description of our projects, our DT Cinemas business, Hotel Hilton Garden Inn, The
Lodhi and our fire stations is based on management estimates and has not been verified independently. Further,
the square footage information presented in this Prospectus regarding Development Potential, Saleable Area or
Leasable Area is based on management estimates and has not been verified independently to the extent it does
not relate to our Projects under Construction and Planned Projects.

Financial information

The financial year of the Company commences on April 1 of each calendar year and ends on March 31 of the
succeeding calendar year, so, unless otherwise specified or if the context requires otherwise, all references to a
particular ‘financial year’, ‘fiscal year’, ‘Fiscal’ or ‘FY’ are to the twelve month period ended on March 31 of
that year.

The Company publishes its consolidated and unconsolidated financial statements in Indian Rupees. The
Company’s audited consolidated financial statements included herein have been prepared in accordance with
Indian GAAP and the Companies Act. Unless otherwise indicated, all financial data in this Prospectus are
derived from the Company’s financial statements prepared in accordance with Indian GAAP. Indian GAAP
differs in certain significant respects from International Financial Reporting Standards (“IFRS”) and U.S.
GAAP and accordingly, the degree to which the financial statements prepared in accordance with Indian GAAP
included in this Prospectus will provide meaningful information is entirely dependent on the reader’s familiarity
with the respective accounting policies. The Company does not provide a reconciliation of its financial
statements to IFRS or U.S. GAAP financial statements. See “Risk Factors – Significant differences exist
between Indian GAAP and other accounting principles, such as U.S. GAAP and IFRS, which investors may be
more familiar with and may consider material to their assessment of our financial condition” and “Summary of
Significant Differences between Indian GAAP and IFRS”.

The audited consolidated financial statements of the Company as of and for the years ended March 31, 2010,
2011 and 2012 included in this Prospectus (collectively, the “Audited Consolidated Financial Statements”)
have been prepared in accordance with Indian GAAP and the Companies Act. The Company’s unaudited
condensed consolidated balance sheet as of December 31, 2012 and the related unaudited condensed
consolidated statement of profit and loss and the unaudited condensed consolidated cash flow statement for the
nine month period ended December 31, 2012 (the “Unaudited Condensed Interim Consolidated Financial
Statements”, and together with the Audited Consolidated Financial Statements, the “Financial Statements”)
have been prepared in accordance with Accounting Standard 25 “Interim Financial Reporting” notified pursuant
to the Companies (Accounting Standards) Rules, 2006, as amended, and have been reviewed in accordance with
the Standard on Review Engagements (SRE) 2410 “Review of Interim Financial Information Performed by the

18

Independent Auditor of the Entity” issued by the Institute of Chartered Accountants of India.

An issuer intending to increase public shareholding pursuant to an institutional placement programme under
Chapter VIII-A of the SEBI Regulations is required to ensure that the audited financial statements disclosed in
the red herring prospectus and prospectus are not older than six months from the issue opening date. The
Company’s financial statements as of and for the nine month period ended December 31, 2012 have not been
audited. However, pursuant to a letter dated February 22, 2013, the SEBI has permitted us to disclose the
Financial Statements in this Prospectus in the manner described above.

Pursuant to Notification S.O. 447(E) dated February 28, 2011, the old format prescribed under Schedule VI to
the Companies Act (the “Old Schedule VI”) was replaced with the revised Schedule VI (the “Revised
Schedule VI”), which significantly changes the presentation of, and disclosure made in, the financial statements
of Indian companies. Accordingly, the Company has modified the manner in which it presents its financial
statements as of and for the Fiscal 2012 so that the presentation of the Company’s financial statements is
consistent with the Revised Schedule VI, which became applicable to the Company in Fiscal 2012. In
connection with this exercise, the Company has also reclassified its financial statements as of and for the
financial year ended March 31, 2011 in order to provide comparability with its financial statements as of and for
the financial year ended March 31, 2012. The Company’s historical audited financial statements for Fiscal 2011
and Fiscal 2010, however, have been presented in this Prospectus in accordance with the Old Schedule VI. The
adoption of the Revised Schedule VI does not impact the recognition and measurement principles followed for
the preparation of the Company’s financial statements. However, it does have a significant impact on the
presentation of, and disclosure made in, the Company’s financial statements, particularly with respect to the
presentation of the statement of assets and liabilities. For financial periods ending subsequent to March 31,
2012, the Company has been, and will be, presenting its financials statements in accordance with the Revised
Schedule VI.

In this Prospectus, certain monetary thresholds have been subjected to rounding adjustments; accordingly,
figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them.

Non-GAAP Financial Measure

We define “Net Debt” as “the aggregate of (a) our repayment obligations to banks and financial institutions
under our debt facilities and (b) the outstanding compulsorily convertible preference shares issued to third
parties, less (x) cash and cash equivalents (including mutual funds, bonds and fixed deposits), the impact of
fluctuation in exchange rates on foreign currency denominated debt, third party loans of our Joint Ventures and
equity investments in certain of our Joint Ventures that are treated as debt”.

Our Net Debt is a supplemental measure of indebtedness, and is not required by or presented in accordance with
Indian GAAP, and should not be considered an alternative to any other measures derived to calculate
indebtedness in accordance with Indian GAAP. Other companies or entities may calculate Net Debt differently
from us, limiting its usefulness as a comparative measure. Further, Net Debt has limitations as an analytical tool,
and you should not consider Net Debt in isolation from, or as a substitute for, analysis of our financial condition,
as reported under Indian GAAP.

19

INDUSTRY AND MARKET DATA

Market and industry related information used in this Prospectus has generally been obtained or derived from
publicly available documents as well as industry publications and sources. These documents and publications
typically state that the information contained therein has been obtained from sources believed to be reliable but
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 we believe that industry and
market related information used in this Prospectus is reliable, it has not been independently verified. Neither the
Company nor the Managers or any Syndicate Member have independently verified this information and do not
make any representation regarding the accuracy of such information. The extent to which industry and market
related information used in this Prospectus is meaningful depends on the readers’ familiarity with and
understanding of the methodologies used in compiling such information. Similarly, while the Company believes
its internal estimates to be reasonable, such estimates have not been verified by any independent sources and
neither the Company, nor the Managers or any Syndicate Member can assure potential investors as to their
accuracy.

20

FORWARD-LOOKING STATEMENTS

This Red Herring Prospectus contains certain “forward-looking statements”. All statements contained in this
Prospectus that are not statements of historical fact constitute forward-looking statements. All statements
regarding our expected financial condition and results of operations, business, plans and prospects are forward-
looking statements. Similarly, statements that describe our objectives, strategies, plans or goals are also forward-
looking statements. Investors can generally identify forward-looking statements by the use of terminology such
as “aim”, “anticipate”, “believe”, “expect”, “estimate”, “intend”, “objective”, “plan”, “project”, “may”, “will”,
“will continue”, “will pursue”, “contemplate”, “future”, “goal”, “propose”, “will likely result”, “will seek to” or
other words or phrases of similar import. All forward-looking statements, whether made by us or any third
party, are predictions and are subject to risks, uncertainties and assumptions about us that could cause actual
results to differ materially from those contemplated by the relevant forward-looking statement. Forward-looking
statements reflect our current views with respect to future events and are not a guarantee of future performance.
These statements are based on our management’s beliefs and assumptions, which in turn are based on currently
available information. Although we believe the assumptions upon which these forward-looking statements are
based are reasonable, any of these assumptions could prove to be inaccurate, and the forward-looking statements
based on these assumptions could be incorrect.

Further, the actual results may differ materially from those suggested by the forward-looking statements due to
risks or uncertainties associated with our expectations with respect to, but not limited to, regulatory changes
pertaining to the real estate industry, and our ability to respond to them, our ability to successfully implement
our strategy, our exposure to market risks, general economic and political conditions in India which have an
impact on our business activities, the monetary and fiscal policies of India, inflation, deflation, unanticipated
volatility in interest 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 incidence of any natural calamities or acts of
violence.

Important factors that could cause actual results to differ materially from our expectations include, among
others:

the performance of the real estate market in the regions in which we operate;
global and Indian economic conditions and the availability of real estate financing in India;
our ability to reduce our indebtedness and to service our existing debt;
impairment of our title to land;
our ability to identify suitable projects and obtain government approvals;
our ability to complete construction and development of projects in timely manner;
the availability of certain taxation benefits;
the outcome of legal or regulatory proceedings that we are currently, or might in the future become,
involved in;
adverse changes in laws and regulations, including tax statutes, governing the real estate sector in India;
the loss of key tenants, or a decline in the financial stability of our key tenants;
contingent liabilities, environmental problems and uninsured losses; and
other factors beyond our control and our ability to manage risks that arise from these factors.

For further discussion of factors that could cause our actual results to differ, see the sections titled “Risk
Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations”. By their nature, certain risk disclosures are only estimates and could be materially different from
what actually occurs in the future. As a result, actual future gains or losses could materially differ from those
that have been estimated. Forward-looking statements speak only as of the date of this Prospectus. None of the
Company, the Managers or any Syndicate Member, or any of their respective directors, officers, affiliates or
associates have any obligation to, and do not intend 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. All subsequent forward-looking statements attributable to the
Company are expressly qualified in their entirety by reference to these cautionary statements.

21

EXCHANGE RATES

Fluctuations in the exchange rate between the Rupee and foreign currencies will affect the foreign currency
equivalent of the Rupee price of the Equity Shares on the Stock Exchanges. These fluctuations will also affect
the conversion into foreign currencies of any cash dividends paid in Rupees on the Equity Shares.

The following table sets forth information concerning exchange rates between the Rupee and the U.S. dollar for
the periods indicated. Exchange rates are based on the reference rates released by RBI, which are available on
the website of RBI. No representation is made that any Rupee amounts could have been, or could be, converted
into U.S. dollars at any particular rate, the rates stated below, or at all. On March 28, 2013, the exchange rate
(RBI reference rate) was INR 54.3893 to U.S. $1.00 (Source:http://www.rbi.org.in).

Period End Average
(1)
High Low
Financial Year: (` Per U.S.$1.00)
2013 54.1665 54.2173 55.3278 52.9730
2012 51.1565 47.9458 54.2355 43.9485
2011 44.6500 45.5763 47.5700 44.0300
2010 45.1400 47.4161 50.5300 44.9400

Quarter Ended:
March 31, 2013 54.3893 54.1726 55.3278 52.9730
December 31, 2012 54.7773 54.1386 55.7045 51.6185
September 30, 2012 52.6970 55.2443 56.3755 52.6970
June 30, 2012 56.3090 54.2214 57.2165 50.5645
(1) Average of the official rate for each working day of the relevant period.
(Source : www.rbi.org.in)

22

SUMMARY OF OUR BUSINESS

The following summary has been extracted from, and should be read in conjunction with, the section titled “Our
Business” in this Prospectus.
Certain information presented in this section that relates to the Occupancy Rate of our commercial and retail
leased properties, the percentage contribution to gross income by 10 largest tenants for our commercial and
retail properties, the description of our projects, our DT Cinemas business, Hotel Hilton Garden Inn, The Lodhi
and our fire stations is based on management estimates and has not been verified independently. Further,
certain information presented in this section regarding Development Potential, Saleable Area or Leasable Area
is based on management estimates and has not been verified independently to the extent it does not relate to our
Projects under Construction or Planned Projects.
Unless otherwise stated, references in this section to “DLF”, “the Company” or “our Company” are to DLF
Limited, and references to “we”, “our” or “us” are to the Company along with its Subsidiaries, Joint Ventures,
Associates and partnerships on a consolidated basis.
OVERVIEW
We are one of the leading publicly listed real estate development companies in India. We are primarily engaged
in the business of development and sale of residential properties (the “Development Business”) and the
development and leasing of commercial and retail properties (the “Lease Business”).
Our Development Business spans all activities related to residential real estate development, from the
identification and acquisition of land through to the planning, execution, marketing and sales of our
development projects. Our residential properties include plotted developments, houses, villas and apartments of
varying sizes, with a focus on luxury and high end residential developments, as well as integrated townships.
Our Development Business also consists of the development and sale of certain commercial and shopping
complexes including those that are integral to the residential developments they are attached to.
Our Lease Business involves leasing of our commercial and retail properties. Our commercial properties include
corporate offices, IT Parks, IT SEZs and built-to-suit facilities, with a focus on properties that attract large
multinational tenants. Our retail properties include shopping malls, which in many cases include multiplex
cinemas and food courts. Our utilities and facility management services business supports and complements our
Lease Business.
As of December 31, 2012, we had developed 105 real estate projects over approximately 262.4 msf of area, with
approximately 231.9 msf of Saleable Area and approximately 30.6 msf of Leasable Area. As of December 31,
2012, we had 34 Projects under Construction over approximately 46.1 msf of Saleable Area and 5.8 msf of
Leasable Area. As of that date, we were working on seven Planned Projects with approximately 11.0 msf of
Saleable Area and 0.2 msf of Leasable Area. Set out below are certain details in relation to the aggregate
Saleable Area and Leasable Area for our Completed Projects, Projects under Construction and Planned Projects,
as of December 31, 2012.
Type of Real Estate Development Completed Projects
?
Projects under
Construction
Planned Projects
Saleable
Area
Leasable
Area
Saleable
Area
Leasable
Area
Saleable
Area
Leasable
Area
(msf)
Development Business
Residential 226.5 -- 42.1
?
-- 11.0 --
Commercial and shopping complexes* 5.4 -- 3.9 -- -- --
Sub-Total 231.9 -- 46.1
?
-- 11.0 --
Lease Business
Commercial -- 29.0 -- 3.8
?
-- --
Retail -- 1.6 -- 2.0 -- 0.2
Sub-Total -- 30.6 -- 5.8
?
-- --
Total 231.9 30.6 46.1
?
5.8
?
11.0 0.2
______
*Constitutes

a miniscule portion of our Development Business.
?
This information is based on management estimates and has not been verified independently.
?
Represents our economic interest in the projects and excludes 10.3 msf of Saleable Area being developed by us pursuant to certain joint
development and joint venture arrangements.
?
Represents our economic interest in the projects and excludes 0.4 msf of Leasable Area being developed by us pursuant to certain joint
development and joint venture arrangements.

23

Historically, we have focused our business on the Delhi Metropolitan Region and Gurgaon. While we have
expanded our operations in recent years to other metro cities and certain other regions in India, we expect
markets in and around Chennai, Bengaluru, Kolkata, Hyderabad and Chandigarh to be our principal markets in
the near future, in addition to the Delhi Metropolitan Region and Gurgaon.
We have Land Reserves across India, and as of December 31, 2012, we had approximately 6,175 acres of land
parcels, with an aggregate estimated Development Potential of approximately 332.4 msf. Of these,
approximately 274.9 msf, or 82.7% of the total Development Potential, relates to our Development Business and
approximately 57.5 msf, or 17.3% of the total Development Potential, relates to our Lease Business. See “Our
Business––Our Operations––Our Land Reserves” below.
During the nine month period ended December 31, 2012, our consolidated sales and other income was
`67,769.5 million and our consolidated net profit was `7,161.1 million. In Fiscal 2012, Fiscal 2011 and Fiscal
2010, our consolidated sales and other income was `102,238.5 million, `101,444.4 million and `78,509.0
million, respectively, and our consolidated net profit was `12,008.2 million, `16,396.1 million and `17,198.3
million, respectively.
History and Recent Developments
We and our predecessors have been steadily building our real estate business since 1946 and have developed
many of Delhi’s well known urban colonies including Krishna Nagar, South Extension, Greater Kailash, Kailash
Colony and Hauz Khas. We have also developed DLF City, which is an integrated township in Gurgaon that
includes residential, commercial and retail properties in a modern city infrastructure with schools, shopping
malls and a leading golf and country club. DLF City also incorporates DLF Cyber-City, our leading commercial
development.
During the period from 2003 to 2008, the Indian real estate sector witnessed significant growth and demand, led
by increasing affluence and an expanding middle-class with higher levels of disposable income, as well as
increased demand for commercial and retail space from multinational businesses and retail operators. Our
business grew steadily during this period, and we commenced and launched several new commercial, retail and
residential projects and expanded our operations across India. Following our initial public offering and listing on
the BSE and the NSE in 2007, we sought to diversify our operations into areas such as hospitality, wind power,
SEZs and insurance.
In Fiscal 2009, the Indian economy started feeling the impact of the global financial crisis. This led to an
increase in interest rates and a shortage of affordable credit, accompanied by inflationary pressures. These
factors have had an adverse effect on the Indian real estate sector as a whole. The period of activity prior to the
financial crisis had seen a build-up of large quantities of oversupply in the Indian real estate market, across the
commercial leasing, retail leasing and residential housing sectors and this, combined with a lack of liquidity,
high interest rates and investor uncertainty, resulted in reduced demand and downward pressure on prices for
properties as well as a reduction in the volume of leasing and lease income. The outlook towards the Indian real
estate sector changed significantly during this period and stricter provisioning and risk weightage norms adopted
by banks resulted in a lack of affordable financing for the sector. As a consequence, our business was adversely
affected by lower revenues and cash flows, on the one hand, and higher input and financing costs, on the other.
In order to effectively respond to the adverse effects of the macro-economic situation and in order to stabilize
our business, we restructured our operations into two business streams – the Development Business and the
Lease Business, and integrated the operations of Caraf and its subsidiaries, including DAL, with our Lease
Business in Fiscal 2010. See “Our Business––Our Operations”. This resulted in a substantial consolidation of
our lease properties and provided us with relatively stable cash flows from lease income. Further, we
implemented a strategy of focusing on our core business of real estate development and leasing while seeking to
unlock the value of non-strategic businesses and non-core assets, and the divestment process is currently on-
going. Set out below are certain key transactions that formed part of this process.
Divested certain non-strategic and non-core land parcels in various regions in India.
Divested a portion of our interest in an IT park commercial development in Noida, Uttar Pradesh (the
“Noida IT Park JV”) to IDFC Limited, in December 2011.
?

Divested our interest in DLF Ackruti Info Parks (Pune) Limited, our joint venture with Hubtown Limited,
which holds a land parcel notified as an IT/ITeS SEZ located in Pune, Maharashtra, in December 2011.
Divested our interest in Adone Hotels and Hospitality Limited, our joint venture with Hilton International,
which held certain land parcels in Chennai, Kolkata, Mysore and Thiruvananthapuram for the development
of hotels and other hospitality projects, in June 2012.*

24

Divested our interest in Jawala Real Estate Private Limited, which owns the NTC Mills land at Lower Parel
in Mumbai, in August 2012.
Entered into a definitive agreement in December 2012 for the sale of our shareholding in Silverlink Resorts
Limited, which owns hotels and resorts operating under the “Aman Resorts” brand.**
Entered into a definitive agreement in January 2013 for the sale of our wind energy undertaking in Gujarat
with an aggregate capacity of 150MW.
?

Entered into a definitive agreement in April 2013 for the sale of our wind energy undertakings in Tamil
Nadu and Rajasthan with an aggregate capacity of 67.5 MW.
?

______
?
Under the terms of the share purchase agreement, IDFC Limited is required to purchase our remaining shareholding in the Noida IT Park
JV in proportion to the occupancy rate for this property.

* For further details, see “Our Business––Other Businesses––Hotels”.
** This sale does not include The Lodhi hotel property located in New Delhi. See “Our Business––Other Businesses––Hotels”.
?
These transactions did not include our wind energy undertaking in the state of Karnataka with an aggregate capacity of 11.2 MW, the sale
of which is currently under discussion. See “Our Business––Other Businesses––Wind Energy”.
Economic conditions in Fiscal 2012 and the nine month period ended December 31, 2012 remained challenging,
and our net profits have continued to experience a downward trend during these periods. However, we believe
that demand conditions in the real estate sector are exhibiting early signs of improvement, and signs of declining
interest rates as well as renewed activity in the lending and public capital markets are expected to ease funding
pressures. As we continue to build on our core business of real estate development and leasing and streamline
our restructured organization structure, we believe that we are well placed to achieve our targets of reducing our
overall indebtedness, executing our real estate development and leasing operations and taking advantage of a
potential revival in economic growth and its resultant positive effects on the real estate sector.
STRENGTHS
We believe that the following are our primary competitive strengths:
An established, reputable developer with a strong brand name
We are one of the leading publicly listed real estate development companies in India. Since 1946, we have
developed 105 real estate projects over approximately 262.4 msf of area, which included approximately 231.9
msf of Saleable Area and approximately 30.6 msf of Leasable Area. We believe that we have developed some of
the most identifiable landmarks in the Delhi Metropolitan Region and Gurgaon.
We believe that our position as one of the leading real estate developers in India is largely due to our diversified
product offering and established execution capabilities. Several of our office and retail lease properties are
Grade-A spaces that are well-designed, energy efficient buildings with all modern amenities and high safety,
maintenance and service standards. We continually offer our customers new designs and concepts. We believe
that supporting facilities and infrastructure that we continue to develop, such as multi-level car parking facilities,
fire stations, connecting roads, highways and rapid rail transit systems, benefit our customers and enhance the
value of our developments. We also provide utilities and facility management services for all our lease
properties and certain residential developments, including environment-friendly power and power back-up. Our
developments typically integrate high construction and safety standards.
Our reputation as an established developer attracts high-income customers and multinational corporates seeking
to occupy multiple locations. Further, we believe that our reputation for prompt payment, execution of projects
and transparent business operations has created a relationship of trust with our suppliers, agents, customers and
tenants, many of whom have been involved with us over a long period of time. We retain internationally and
nationally renowned architectural, design and engineering consultant firms, and reputable construction and
project management contractors, for our projects.
We and our development projects have received several awards and accolades in the last five years, including
the “Best Global Developer Award” for 2009 by the Euromoney magazine and the “Most Respected Real Estate
Company in India” award from the Business World magazine in 2011. We believe that these awards are a
recognition of our strong brand and established track record.
Large Land Reserves and projects at strategic locations
We believe that our large Land Reserves are an important component of our real estate development business.
We have Land Reserves across India, amounting to approximately 6,175 acres, with an aggregate estimated
Development Potential of approximately 332.4 msf. Approximately 48.0% of our Land Reserves are located in
Gurgaon, 7.0% in the Delhi Metropolitan Region, 7.0% in Chennai, 7.0% in the Chandigarh Tri-City, 6.0% in

25

Hyderabad, 2.0% in Kolkata, 9.0% in Bengaluru and the remaining 14.0% in various other key locations such as
Lucknow, Indore, Gandhi Nagar, Jalandhar, Shimla, Nagpur, Panipat, Sonepat, Kochi, Bhubaneswar and
Nagpur. See “Our Business––Our Operations––Our Land Reserves”. We believe that our current Land
Reserves, of which approximately 90.0% are fully paid for, are sufficient for our planned developments and our
intended growth plans for the foreseeable future. This, we believe, is one of our key competitive strengths and
protects us against inflation in land prices.
Our Land Reserves provide us with the ability to develop projects at strategic locations, which we believe
command higher values and growth rates resulting in relatively higher margins and higher lease income.
Further, appreciation in the value of our Land Reserves has in the past resulted in the profitable sale of certain
land parcels and plotted developments.
We believe that our strategically located luxury residential developments such as The Aralias and The
Magnolias appeal to our higher income customers, while our townships such as DLF City are developed with
easy access to city centers. Our commercial developments such as DLF Cyber-City, Hyderabad IT SEZ and
Chennai IT SEZ are located in areas that are attractive to our multinational and Indian tenants. We believe that
our strategically located retail shopping malls such as DLF Emporio at Vasant Kunj in New Delhi attract
international and national luxury and designer brands as tenants. We further believe that our retail shopping
malls such as DLF Promenade at Vasant Kunj, New Delhi, DLF Place at Saket, New Delhi and City Centre
DLF at Chandigarh with integrated multiplex cinemas and food courts afford convenient access to target
customers of our retail tenants, both in city centers and suburban locations. See the description of our key
projects under “Our Business––Our Operations”.
Large scale of operations
The size of our operations allows us to benefit from economies of scale and is one of the contributing factors to
the greater credibility that we enjoy with sellers of land as well as buyers of our properties. We believe that our
ability to purchase large plots of land from multiple sellers enables us to create large, contiguous parcels of land,
which enables us to undertake projects with sizeable development potential such as DLF City, our integrated
township in Gurgaon. In addition, our expansive Land Reserves also allow us to respond more effectively to
changes in market conditions and demand. We are able to undertake large scale projects in multiple phases,
which provides us the opportunity to monitor market acceptance and modify or vary the scale of our projects in
accordance with customer preferences. The scale of our developments also creates demand for our other
businesses such as the utilities and facility management services business. Additionally, the multiplicity of our
projects, locations and size allows us to build strong, long-term relationships with construction and project
management firms and contractors. We are also able to generate economies of scale for the acquisition of raw
materials.
Diversified real estate portfolio
We believe that our portfolio of projects is diversified across locations, income groups and price-points, and also
across the residential, commercial and retail segments. We offer our portfolio of residential projects and plotted
developments across varying price-points for different income groups, while seeking to prevent excessive
exposure to lower margin segments.

We offer a wide spectrum of commercial and retail developments across all
formats that cater to the requirements of the IT/ ITeS sector, the BFSI sector as well as the retail industry. We
believe that our projects are strategically located and carefully planned. We conduct comprehensive market
research and analysis of our projects to analyze absorption trends, competitive factors, market prices and
product gaps, which we believe helps us customize our product offerings to cater to market demand in a
particular location. We believe that this diversity of projects, locations and product offerings helps us cater to
different market segments and mitigate the risk of dependence on a particular segment or region.
Recurring income from a strong portfolio of leased properties
We believe that we benefit from recurring income streams in our Lease Business, and that this income from our
Lease Business provides us with a stable source of revenue and cash flow. We also generate revenues from the
provision of utilities and facility management services as well as certain other ancillary services. The income
from our Lease Business during the nine month period ended December 31, 2012 and in Fiscal 2012 was
`12,098.3 million and `15,504.2 million, respectively, which constituted 17.9% and 15.2%, respectively, of our
total sales and other income. Further, during these periods, we earned `9,909.0 million and `12,082.0 million in
income from maintenance and other services and generation of power, which constituted 14.6% and 11.8%,
respectively, of our total income during these periods.

26

Several of our commercial and retail developments are located in key Indian cities and locations that have
experienced high growth in recent years. This has resulted in a strong demand for rental space in such locations.
A majority of our commercial developments are conveniently located within the primary and secondary central
business districts within such cities and locations, close to residential developments, amenities and an effective
transportation system. Moreover, certain of these developments are located within certain notified SEZs that
entitle us and our tenants to certain tax and other benefits. Our shopping malls are characterized by aesthetic
design, high quality infrastructure as well as leisure and entertainment options such as multiplex cinemas, food
courts and restaurants. The locations of our malls, as well as the mix of retail outlets within them, are carefully
planned based on the profile of the relevant catchment areas as well as our understanding of consumer
preferences, with the aim of attracting shoppers and ensuring an attractive mix of international brands, national
retailers and leading local retailers.
A majority of our portfolio properties have been designed to be environment-friendly, are equipped with modern
facilities and infrastructure such as power, power back-up, central air-conditioning and seamless voice and data
connectivity as well as amenities that include restaurants, cafeterias, convenience stores, banks, ATMs and
health clubs. We believe that these high quality, integrated building facilities enhance the attractiveness of our
leased portfolio properties. We offer our tenants large floor plates, with wide column span and high floor-to-
floor clearance for optimal space utilization. Certain internal structures within our portfolio properties have been
specially constructed and customized to meet the requirements of our tenants.
Further, our ability to achieve strong recurring income is also driven by our ability to successfully establish and
nurture relationships with reputable commercial and retail tenants. A significant proportion of our tenants are
large multinational and Indian corporations which we believe provides us stability of operations and is evidence
of the quality and competitive advantage our properties have over other competing developments.
Experienced and dedicated management
We have an experienced, highly qualified and dedicated management team, many of whom have over 25 years
of experience in their respective fields. Our professional staff covers a variety of disciplines, including land
acquisition, finance, engineering, project management, architecture, accounting, marketing and sales. Because
of our established brand name and reputation, we have been able to recruit high caliber management and
employees. We 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 continue to take advantage of both current and future market opportunities and identify
strategic locations for land acquisitions, new markets and potential sites for development, as well as provide
assistance in the design, engineering, construction management, supervision and marketing of our projects.
STRATEGY
The key elements of our business strategy are as follows:
Focus on our core business
We intend to focus on our core business of real estate development and leasing. As part of this strategy, we
intend to focus on a volume, product and price combination that helps us achieve relatively better operating cash
flows and realizations, i.e., average selling price per square foot of developed area. As a result, our Development
Business is focused primarily on the development of premium and luxury residential projects. Over the last few
years, we have launched several plotted developments, which we believe offer shorter cash flow cycles, reduce
our exposure to commodity inflation and other macro-economic considerations and help in working capital
management. We believe that our product mix of premium or luxury residential developments and plotted
“gated” colonies is well balanced to achieve our margin and cash flow targets. We intend to continue
outsourcing most of our construction related activities as well as project management to third-party contractors
and firms. This, we believe, will improve our execution timetable and will enable our management to focus on
our core activity of real estate development. We also believe that this will improve the quality of construction in
our developments and will allow us to embark on more complex and ambitious projects.
Launch certain select residential and commercial projects
We believe that a revival in economic growth in India could result in increased demand for residential projects
in the country, particularly in non-metro cities. Further, a reduction in interest rates would further enhance the
ability of our potential customers to access finance. We propose to take advantage of such increased demand
through the launch of certain select projects. We plan to focus on the development and launch of residential

27

projects under our Development Business in certain key locations, particularly in the Delhi Metropolitan
Region, Gurgaon and the Chandigarh Tri-City. As of December 31, 2012, we had 24 Projects under
Construction and six Planned Projects for residential properties in our Development Business with expected
Saleable Area of approximately 42.1 msf and 11.0 msf, respectively. We believe that these projects, when
developed, will attract a premium on account of their strategic locations. Further, we plan to focus on certain
commercial and shopping complexes under the Development Business in select locations, mainly in non-metro
cities, with approximately 3.9 msf of Saleable Area under construction.
Continue to focus on the growth of our Lease Business
With respect to our Lease Business, we believe that demand for commercial office spaces will increase as the
BFSI, IT/ITeS, knowledge processing and business outsourcing sectors grow and continue to drive real estate
demand. We also expect increased demand from the manufacturing, consulting and telecom sectors. In addition,
we expect significant demand for retail developments on account of factors such as scope for penetration of
organized retail in India, relaxation of norms for FDI in multi-brand and single-brand retail trading and
absorption of existing supply of retail space in certain key regions.
We believe that the income from our Lease Business will continue to increase over a period of time on account
of an escalation in lease income in accordance with the terms of our lease deeds with our tenants, besides an
increase in market rates in general. We intend to continue to maintain our existing relationships with our tenants
as well as establish new relationships in order to improve our Occupancy Rates. We believe that the high quality
and convenient location of our commercial and retail properties, as well as the modern facilities, infrastructure
and amenities that we offer to our tenants, will assist us in differentiating our leased portfolio properties from
those offered by our competitors. We propose to increase our leased commercial portfolio properties in order to
meet increased demand over the medium term and intend to develop certain retail projects such as the Mall of
India project in Noida and the Yashwant Singh Place project in Chanakyapuri, New Delhi to increase our leased
retail properties in the near future.
Complete divestiture of selected non-core assets and businesses
We intend to complete our planned divestiture of select, non-core assets and non-strategic businesses. We have
in the past divested our interests in certain non-core assets which included land parcels identified for IT parks,
IT SEZs, hospitality projects and long gestation projects with no immediate development plans and
integrated township projects, as well as certain businesses the monetization of which we believe would not
enhance our financial performance over the long-term, such as hospitality, construction, retail brands and wind
energy.
We commenced the divestment process in Fiscal 2010. Against an initial target of `100,000.0 million that we
had set internally at the end of Fiscal 2011, we were able to realize cumulative proceeds of `48,410.0 million
until Fiscal 2012 from the divestment of non-core assets and businesses. Subsequently, we realized proceeds of
`31,600.0 million during the nine month period ended December 31, 2012 from the divestment of non-core
assets and businesses. We intend to realize a sizeable portion of the remaining amount from certain divestments
in the foreseeable future. Further, we are currently in discussions with prospective buyers for the sale of our
wind energy undertaking in the state of Karnataka with an aggregate capacity of 11.2 MW. In addition, the
terms of our share purchase agreement with IDFC Limited require it to purchase our remaining shareholding in
the Noida IT Park JV in proportion to the occupancy rate of the property.
Reduce debt and rationalize costs
Our aggregate Net Debt amounted to `214,199.6 million, `226,997.2 million and `214,330.1 million as of
March 31, 2011, March 31, 2012 and December 31, 2012, respectively. However, on account of successive
hikes in the bank rate by the Reserve Bank of India between March 2010 and October 2011 and the lack of any
significant reductions thereafter, our average cost of debt has continued to increase from 11.3% at the end of
Fiscal 2011 to 12.7% at the end of Fiscal 2012. Our average cost of debt as of December 31, 2012 ranged
between 12.5% and 13.0%. In Fiscal 2012 and the nine month period ended December 31, 2012, we incurred
finance costs of `22,464.8 million and `17,258.7 million, or 22.0% and 25.5%, respectively, of our sales and
other income during these periods. We therefore believe that it is important to reduce our overall indebtedness
and to reduce the cost of our debt in order to improve our performance. Towards this end, we intend to utilize a
portion of the proceeds from the divestiture process described above as well as a portion of the proceeds from
this Issue to repay a portion of our debt.
Further, we believe that we have rationalized our capital expenditure. In particular, we do not expect to incur
significant capital expenditure for our commercial projects as a substantial portion of capital expenditure for

28

such projects has already been incurred. We will however continue to incur residual capital expenditure to
complete projects where a significant portion of the planned expenditure has already been incurred, or where a
major portion of the property has been pre-leased. We also plan to incur capital expenditure towards
development of certain retail projects in the near future. See “––Continue to focus on the growth of our Lease
Business” above. Further, in order to mitigate the risks relating to commodity inflation and rising labor costs, we
have recently introduced an escalation clause in some of our development projects. We believe that this will
assist us in partially mitigating an increase in construction costs in a fair, efficient and transparent manner.
Rationalize our Land Reserves and increase our presence in strategic locations
In furtherance of the strategies discussed above, we seek to concentrate on and expand our operations in certain
key geographic markets that we consider to be strategically important. We intend to continue to focus on
rationalizing portions of our Land Reserves that we do not consider having significant development potential.
Towards this end, we divested our interests in certain identified, non-core land parcels in select cities related to
hospitality projects, IT Parks or IT/ITeS SEZs, or other long-gestation projects with no immediate development
plans. See “—History and Recent Developments” above. We intend to continue to do so in the near future. At
the same time, we intend to continue to selectively replenish our Land Reserves to the extent consistent with our
strategic imperative of contiguity and so far as it is required to implement our strategy of achieving the
appropriate product and price mix. See “––Focus on our core business”, discussed above. In this regard, we
have acquired certain additional land parcels in New Gurgaon and the Chandigarh Tri-City in recent years, and
may continue to do so in the near future in these and certain other regions.
Continue to develop supporting infrastructure for our key developments
We intend to continue to invest in the development of supporting infrastructure in certain select, strategic
locations to ensure the high quality of our commercial and retail portfolio properties as well as certain
residential developments. Since a significant portion of our developments are located in DLF City and Phase-V
in Gurgaon, we have initiated the implementation of this strategy in areas within or surrounding this integrated
township, in addition to certain areas in the Delhi Metropolitan Region.
In this regard, we have undertaken the joint development of a rapid metro-railway network around DLF Cyber-
City, Gurgaon, which would be interconnected with the Delhi-Gurgaon metro link. When operational, this rapid
metro-railway network will have a track length of approximately five kilometers with stops at six stations. The
project is a joint venture with ITNL Enso Rail Systems Limited (“IERS”) and ITNL, which are subsidiaries of
IL&FS. We are also making investments in a joint project with HUDA, on a 50:50 cost-sharing basis, which
involves upgrading a road network between National Highway-8 and Sector 55/56 in Gurgaon in accordance
with the design specifications prescribed by the HUDA. When developed, the total length of this road network is
expected to be approximately 10.2 kilometers, and will connect the Gurgaon Toll Plaza to Sector 55/56 through
the DLF Cyber-City and the DLF Phase-V developments and several other residential developments in the
vicinity. Further, we have set up two fire stations in Gurgaon, one at DLF Cyber-City and the second at Phase-
V. The hydraulic platform at the DLF Cyber-City fire station is 90.0 meters in height, which we believe is the
highest available to date in India. Further, we have built, and currently operate, two multi-level car parking
facilities in New Delhi. We also offer certain retail and office space to our tenants at these facilities. See “Our
Business––Strategy––Continue to develop supporting infrastructure for key developments”.
We believe that development of these infrastructure projects will benefit our customers and enhance the quality
of our leased portfolio properties, resulting in higher lease income from such developments as well as an
appreciation in value of our existing and future residential developments in the vicinity.

29

SUMMARY OF THE ISSUE

This summary should be read in conjunction with, and is qualified in its entirety by, the more detailed
information appearing elsewhere in this Prospectus, including in “Risk Factors”, “Use of Proceeds”,
“Placement” and “Issue Procedure”.

The following is a general summary of the terms of the Issue:

Issuer DLF Limited.
Issue Size 81,018,417 Equity Shares.
Issue Price The price at which the Equity Shares offered in the Issue will be Allotted to the
successful Applicants in terms of the Basis of Allocation, Allotment Criteria and
the CAN.
Eligible Investors Eligible QIBs.
Class of Equity Shares The Equity Shares offered in the Issue are securities of the Company of the same
class and in all respects uniform with the Equity Shares listed and traded on the
Stock Exchanges. For details, see “Description of the Equity Shares”.
Equity Shares issued and
outstanding immediately
prior to the Issue
1,698,719,077 Equity Shares. For further details, see “Board of Directors and
Senior Management”.
Equity Shares issued and
outstanding immediately
after the Issue
1,779,737,494 Equity Shares. For further details, see “Board of Directors and
Senior Management”.
Price Band The Price Band, as decided by the Company in consultation with the Managers,
which was announced one day prior to the Issue Opening Date.
Floor Price The price below which the Issue Price will not be finalised and the Equity Shares
offered in the Issue shall not be Allotted.
Cap Price The higher end of the Price Band, announced by the Company, above which the
Issue Price will not be finalised.
Listing (i) Applications for in-principle approval, in terms of clause 24(a) of the Equity
Listing Agreement, for listing and admission of the Equity Shares offered in the
Issue and for trading on the Stock Exchanges, were made and approval has been
received from each of the Stock Exchanges vide letters dated April 25, 2013 and
April 26, 2013 from the BSE and the NSE respectively; and (ii) the application
for the final listing and trading approval will be made after Allotment.
Transferability
Restrictions
The Equity Shares Allotted shall not be sold for a period of one year from the
date of Allotment, except on the Stock Exchanges.
Closing The Allotment of the Equity Shares offered pursuant to this Issue is expected to
be made on or about May 20, 2013.
Use of Proceeds Net proceeds of the Issue (after deduction of fees, commissions and expenses)
are expected to total approximately ` 18,400 million. For details, see “Use of
Proceeds”.
Risk Factors For details, see “Risk Factors” for a discussion of factors you should consider
before deciding whether to subscribe for the Equity Shares offered in the Issue.
Ranking The Equity Shares being issued pursuant to the Issue shall be subject to the
provisions of the Memorandum and the Articles of Association and shall rank
pari passu in all respects with the existing Equity Shares, including rights in
respect of voting and dividends.
The shareholders will be entitled to participate in dividends and other corporate
benefits, if any, declared by the Company after the Allotment of the Equity
Shares issued, in compliance with the Companies Act, the Equity Listing
Agreement and other applicable laws and regulations.
Security Codes for the
Equity Shares
ISIN: INE271C01023
BSE Stock Code: 532868
NSE Stock Code: DLF

As on March 31, 2013, the total number of options granted by our Company to purchase Equity Shares pursuant to our Company’s ESOP
2006 is 9,812,903, of which 1,603,991 have vested and 5,166,461 are outstanding. For details, see “Board of Directors and Senior
Management– Employee Stock Option Scheme”.

30

SELECTED FINANCIAL INFORMATION
The following selected financial information is extracted from, and should be read in conjunction with, our
Audited Consolidated Financial Statements and the notes thereto and the Unaudited Condensed Interim
Consolidated Financial Statements included elsewhere in this Prospectus and “Management's Discussion and
Analysis of Financial Condition and Results of Operation”.

Pursuant to Notification S.O. 447(E) dated February 28, 2011, the Old Schedule VI was replaced with the
Revised Schedule VI, which significantly changes the presentation of, and disclosure made in, the financial
statements of Indian companies. Accordingly, the Company has modified the manner in which it presents its
financial statements as of and for Fiscal 2012 so that the presentation of the Company’s financial statements is
consistent with the Revised Schedule VI, which became applicable to the Company in Fiscal 2012. In connection
with this exercise, the Company has also reclassified its financial statements as of and for Fiscal 2011 in order
to provide comparability with its financial statements as of and for Fiscal 2012. The Company’s historical
audited financial statements for Fiscal 2011 and Fiscal 2010, however, have been presented in this Prospectus
in accordance with the Old Schedule VI. The adoption of the Revised Schedule VI does not impact the
recognition and measurement principles followed for the preparation of the Company’s financial statements.
However, it does have a significant impact on the presentation of, and disclosure made in, the Company’s
financial statements, particularly with respect to the presentation of the statement of assets and liabilities. For
financial periods ending subsequent to March 31, 2012, the Company has been, and will be, presenting its
financials statements in accordance with the Revised Schedule VI. See “Management’s Discussion and Analysis
of Financial Conditions and Results of Operations”.

Condensed Consolidated Interim Balance Sheet as at December 31, 2012

(` Lacs) As at December 31, 2012 As at March 31, 2012

(Unaudited) (Audited)
EQUITY AND LIABILITIES
Shareholders’ funds
Share capital 213,893.29 213,887.65
Reserves and surplus 2,585,553.06 2,509,703.60
2,799,446.35 2,723,591.25
Share application money pending allotment 0.02 0.02
Minority interests 37,794.25 42,066.03
Non-current liabilities
Long-term borrowings 1,621,560.04 1,682,416.34
Other long term liabilities 228,718.32 232,178.42
Long-term provisions 6,381.82 4,851.95
1,856,660.18 1,919,446.71
Current liabilities
Short-term borrowings 328,550.02 339,874.45
Trade payables 253,180.58 258,070.34
Other current liabilities 1,215,093.13 980,430.42
Short-term provisions 26,916.01 75,465.02
1,823,739.74 1,653,840.23
6,517,640.54 6,338,944.24

ASSETS
Non-current assets
Fixed assets
Tangible assets 1,816,649.67 1,861,913.49
Intangible assets 21,632.66 9,491.22
Capital work-in-progress 770,407.64 887,362.69
Intangible assets under development - 11,918.18
Goodwill on consolidation 156,743.27 162,478.57
Non-current investments 115,926.21 97,327.53

31

Deferred tax assets (net) 53,655.16 33,492.70
Long-term loans and advances 335,289.47 314,625.29
Other non-current assets 9,804.63 14,410.52
3,280,108.71 3,393,020.19
Current assets
Current investments 154,125.34 15,348.94
Inventories 1,714,068.31 1,617,557.14
Trade receivables 155,168.90 176,590.50
Cash and bank balances 175,477.69 150,623.48
Short-term loans and advances 193,272.02 202,787.17
Other current assets 845,419.57 783,016.82
3,237,531.83 2,945,924.05
6,517,640.54 6,338,944.24

32

Condensed Consolidated Interim Statement of Profit and Loss for the nine months ended December 31,
2012

Nine months ended
December 31, December 31,
2012 2011
(` Lacs) (Unaudited) (Unaudited)
Income
Sales and other income 677,695.10 747,640.67
677,695.10 747,640.67
Expenses
Cost of revenues 230,506.88 269,912.11
Employee benefits expense 45,080.93 43,738.19
Finance costs 172,586.95 164,259.35
Depreciation, amortisation and impairment 61,017.92 52,522.09
Other expenses 89,099.00 76,940.55
598,291.68 607,372.29
Profit before tax and minority interest/share of profit in
associates
79,403.42 140,268.38

Tax expense 14,470.51 41,063.22
Profit before minority interests/share of profit in
associates
64,932.91 99,205.16
Share of profit in associates (net) 89.06 203.77
Minority interests 6,203.38 (565.29)
Profit after tax, minority interests, share of profit in
associates and before prior 71,225.35 98,843.64

Prior period items
Income tax (net) (80.71) 344.44
Deferred tax 844.76 0.07
Other income/(expense), net (378.02) (277.19)
Net Profit for the period 71,611.38 98,910.96

Earnings per share
Basic earning per share 4.22 5.83
Diluted earning per share 4.21 5.81

Condensed Consolidated Interim Cash Flow Statement for the nine months ended December 31, 2012

Nine months ended
December 31,2012 December 31,2011
(` Lacs) (Unaudited) (Unaudited)
Cash flows from operating activities 155,613.69 151,098.89
Cash flows from investing activities 53,591.13 541.10
Cash flows used in financing activities (225,639.01) (163,908.65)
Net decrease in cash and cash equivalents (16,434.19) (12,268.66)

Cash and cash equivalents at the beginning of period 93,175.18 124,594.01
Cash and cash equivalents at end of the period 76,740.99 112,325.35

33

Consolidated Balance Sheet as at March 31, 2012

(` Lacs) As at March 31, 2012 As at March 31, 2011
EQUITY AND LIABILITIES
Shareholders’ funds
Share capital 213,887.65 214,977.58
Reserves and surplus 2,509,703.60 2,418,232.34
2,723,591.25 2,633,209.92
Share application money pending allotment 0.02 0.02
Minority interests 42,066.03 57,520.48

Non-current liabilities
Long-term borrowings 1,682,416.34 1,830,762.76
Other long-term liabilities 232,178.42 244,201.00
Long-term provisions 4,851.95 3,120.74
1,919,446.71 2,078,084.50
Current liabilities
Short-term borrowings 339,874.45 334,453.31
Trade payables 258,070.34 226,362.58
Other current liabilities 980,430.42 685,765.84
Short-term provisions 75,465.02 66,374.67
1,653,840.23 1,312,956.40
6,338,944.24 6,081,771.32
ASSETS
Non-current assets
Fixed assets
Tangible assets 1,861,913.49 1,784,917.21
Intangible assets 9,491.22 2,293.62
Capital work-in-progress 887,362.69 1,008,603.91
Intangible assets under development 11,918.18 14,839.66
Goodwill on consolidation 162,478.57 138,404.43
Non-current investments 97,327.53 71,524.29
Deferred tax assets (net) 33,492.70 16,327.95
Long-term loans and advances 314,625.29 201,728.55
Other non-current assets 14,410.52 18,766.34
3,393,020.19 3,257,405.96
Current assets
Current investments 15,348.94 28,052.52
Inventories 1,617,557.14 1,503,876.29
Trade receivables 176,590.50 156,597.29
Cash and bank balances 150,623.48 132,177.63
Short-term loans and advances 202,787.17 214,916.37
Other current assets 783,016.82 788,745.26
2,945,924.05 2,824,365.36
6,338,944.24 6,081,771.32

34

Consolidated Statement of Profit and Loss for the year ended March 31, 2012

(` Lacs) Fiscal 2012 Fiscal 2011
INCOME
Sales and other income 1,022,385.33 1,014,444.43
1,022,385.33 1,014,444.43
EXPENSES
Cost of revenues 396,747.44 429,994.04
Employee benefits expense 58,617.61 57,213.15
Finance costs 224,648.29 170,561.88
Depreciation, amortisation and impairment 68,882.89 63,071.65
Other expenses 117,141.22 93,583.34
866,037.45 814,424.06
Profit before exceptional items, tax and minority interest /
share of profit (loss) in associates
156,347.88 200,020.37
Exceptional items 1,598.02 -
Profit before tax and minority interest / share of profit (loss)
in associates
154,749.86 200,020.37
Tax expense 36,934.55 45,941.11
Profit before minority interests / share of profit (loss) in
associates
117,815.31 154,079.26
Share of (loss) /profit in associates (net) (150.19) 882.62
Minority interests 3,363.98 (723.82)
Profit after exceptional items, tax, minority interests and
before prior period items
121,029.10 154,238.06
Prior period items
Income tax (net) 320.01 1,733.66
Deferred tax (652.96) 0.09
Other income/ (expense), net (614.18) 8,050.06
Depreciation, amortisation and impairment - (60.99)
Net profit for the year 120,081.97 163,960.88

EARNINGS PER SHARE
Basic earnings per share 7.07 9.66
Diluted earnings per share 7.06 9.64

35

Consolidated Cash Flow Statement for the year ended March 31, 2012

(` Lacs) Fiscal 2012 Fiscal 2011
A. CASH FLOW FROM OPERATING ACTIVITIES
Net profit before tax, prior period items and minority interest 154,749.86 200,020.37
Adjustments for:
Depreciation, amortisation and impairment 68,882.89 63,071.65
Loss /(profit) on sale of fixed assets, (net) 313.98 (6,600.48)
Interest / guarantee charges 224,648.29 170,561.88
Income from investment in trust (375.83) (149.52)
(Profit)/ loss from partnership firms, (net) (295.04) 394.15
Provision for doubtful debts and advances 15,585.29 5,007.23
Advances / assets written off (including preliminary expenses) 1,953.68 883.75
Exchange fluctuations (net) 260.24 (939.28)
Prior period items, (net) (614.18) 8,050.06
Profit on sale of shares / investments, (net) (26,048.09) (15,867.90)
Unclaimed balances and excess provisions written back (2,354.08) (2,517.05)
Amortisation of deferred employees compensation, (net) 3,889.80 5,039.89
Amount forfeited on properties (2,923.09) (3,094.32)
Provision for employee benefits (667.67) 354.90
Interest/ dividend income (23,191.67) (26,098.53)
Operating profit before working capital changes 413,814.38 398,116.80
Movements in working capital :
Increase in trade and other receivables (56,084.83) (301,859.44)
Increase in inventories (61,081.02) (203,493.13)
Increase in trade and other payables 70,339.10 459,502.09
Cash generated from operations 366,987.63 352,266.32
Direct taxes paid (net of refunds) (115,012.61) (74,696.93)
Net cash generated from operating activities (A) 251,975.02 277,569.39

B. CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets (including capital work in progress) (57,583.26) (110,127.58)
Proceeds from sale of fixed assets 53,389.27 41,485.43
Interest/dividend received 30,656.41 26,594.59
Movement in share/debenture application money paid (net) (2,543.07) (1,872.00)
Movement in fixed deposits with maturity more than 3 months
(net)
(19,121.98) (19,450.62)
Purchase of investments (70,157.07) (39,949.94)
Proceeds from sale of investment 62,994.55 486,723.60
Net cash generated from investing activities (B) (2,365.15) 383,403.48

C. CASH FLOWS FROM FINANCING ACTIVITIES
(Repayment)/ proceeds from issue of debentures (net) (30,000.00) 50,000.00
Proceeds from borrowings 642,907.44 928,390.04
Repayment of borrowings (505,386.45) (746,819.38)
Redemption of preference shares (1,106.20) (410,960.03)
Premium on redemption of preference shares - (123,787.18)
Proceeds from issue of capital (including securities premium) 10,542.67 13,215.84
Dividend paid (51,072.82) (82,967.38)
Dividend tax paid (8,449.56) (8,280.74)
Interest/ guarantee charges paid (301,251.32) (259,131.82)
Net cash used in financing activities (C ) (243,816.24) (640,340.65)
Net increase in cash and cash equivalents (A + B + C) 5,793.63 20,632.22
Cash and cash equivalents at the beginning of the year 87,381.55 66,749.33

36

(` Lacs) Fiscal 2012 Fiscal 2011
Cash and cash equivalents at the end of the year 93,175.18 87,381.55
5,793.63 20,632.22
Note:
Cash and cash equivalents 92,914.94 88,144.76
Less: Exchange (loss) /gain (260.24) 763.21
93,175.18 87,381.55

37

Consolidated Balance Sheet as at March 31, 2011

(` Lacs) As at March 31,
2011
As at March 31,
2010
SOURCES OF FUNDS
Shareholders’ funds
Share capital 214,977.58 625,933.99
Reserves and surplus 2,418,232.34 2,417,338.50
2,633,209.92 3,043,272.49

Minority Interests 57,520.48 62,777.51

Loan funds
Secured loans 2,227,619.23 1,930,158.61
Unsecured loans 171,407.94 237,506.38
2,399,027.17 2,167,664.99

Deferred tax liability (net) - 25,149.11
5,089,757.57 5,298,864.10

APPLICATION OF FUNDS
Goodwill 138,404.43 126,798.91

Fixed assets
Gross block 1,982,772.76 1,788,445.59
Less: accumulated depreciation and amortisation 195,561.93 132,645.83
Net block 1,787,210.83 1,655,799.76
Capital work in progress (including capital advances) 1,031,203.58 1,112,881.95

Deferred tax asset (net) 16,327.95 -

Investments 99,576.81 550,519.96

Current assets, loans and advances
Stocks 1,503,876.29 1,248,059.10
Sundry debtors 172,573.26 161,896.41
Cash and bank balances 134,605.00 92,823.22
Loans and advances 727,119.61 759,330.10
Other current assets 789,000.26 468,467.44
3,327,174.42 2,730,576.27
Less : Current liabilities and provisions
Current liabilities 922,505.77 463,696.91
Provisions 387,634.68 414,015.84
1,310,140.45 877,712.75
Net current assets 2,017,033.97 1,852,863.52
5,089,757.57 5,298,864.10

38

Consolidated Profit & Loss Account for the year ended March 31, 2011

(` Lacs) Fiscal 2011 Fiscal 2010
INCOME
Sales and other income 1,014,444.43 785,089.77
1,014,444.43 785,089.77
EXPENDITURE
Cost of revenues 429,994.04 256,688.36
Establishment expenses 57,213.15 47,028.99
Finance charges 170,561.88 111,003.91
General, administrative and selling expenses 93,583.34 87,412.61
Depreciation, amortisation and impairment 63,071.65 32,493.28
814,424.06 534,627.15
Profit before tax and minority interests / share of profit (loss) in associates 200,020.37 250,462.62
Tax expense 45,941.11 70,224.92
Profit before minority interests / share of profit (loss) in associates 154,079.26 180,237.70
Share of profit in associates (net) 882.62 81.83
Minority interests (723.82) 1,078.62
Profit after tax, minority interests and before prior period items 154,238.06 181,398.15
Prior period items
Income tax (net) 1,733.66 (1,601.59)
Deferred tax 0.09 (6,269.73)
Other income/ (expense), net 8,050.06 (1,419.73)
Depreciation (60.99) (124.07)
Net profit after tax, minority interest and prior period items 163,960.88 171,983.03
Balance available for appropriation 163,960.88 171,983.03
APPROPRIATION
Transfer to general reserve 23,099.47 16,668.21
Transfer to capital redemption reserve 3,250.00 35.00
Proposed dividend on equity / preference shares 70,499.91 36,168.53
Tax on dividend 9,225.04 5,509.43
Excess provision of previous year written back - (0.06)
Balance carried to reserves and surplus 57,886.46 113,601.92
163,960.88 171,983.03
EARNING PER SHARE
Basic earning per share 9.66 10.13
Diluted earning per share 9.64 10.11

39

Consolidated Cash Flow Statement for the year ended March 31, 2011

(` Lacs) Fiscal 2011 Fiscal 2010
A. CASH FLOW FROM OPERATING ACTIVITIES
Net profit before taxation and minority interest 200,020.37 250,462.62
Adjustments for:
Depreciation, amortisation and impairment 63,071.65 32,493.28
Profit on sale of fixed assets, net (6,600.48) (5,790.59)
Interest / guarantee charges 170,561.88 111,003.91
Income from investment in trust (149.52) (358.54)
(Profit)/ loss from partnership firms, net 394.15 -
Provision for doubtful debts and advances 5,007.23 8,189.10
Advances / assets written off (including preliminary expenses) 883.75 5,847.56
Exchange fluctuations (net) (939.28) (1,012.47)
Prior period items 8,050.06 (1,419.73)
Profit on sale of investments, net (15,867.90) (854.52)
Unclaimed balances and provisions written back (2,517.05) (2,416.19)
Amortisation of deferred employees compensation, net 5,039.89 4,147.20
Amount forfeited on properties (3,094.32) (3,202.52)
Provision for employee benefits 354.90 2,207.95
Interest/ dividend income (26,098.53) (25,590.23)
Operating profit before working capital changes 398,116.80 373,706.83
Movements in working capital :
(Increase) / decrease in trade and other receivables (303,731.44) 589,194.76
Increase in inventories (203,493.13) (91,253.39)
Increase in current liabilities and provisions 459,502.25 76,376.45
Cash generated from operations 350,394.48 948,024.65
Direct taxes paid (net of refunds) (74,696.93) (85,601.73)
Net cash generated from operating activities (A) 275,697.55 862,422.92

B. CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets (including Capital work in progress) (110,127.58) (1,390,757.06)
Proceeds from sale of fixed assets 41,485.43 58,306.70
Interest / dividend received 26,594.59 12,742.17
Purchase of investments (38,979.76) (1,823,417.22)
Proceeds from sale of investment 486,723.60 1,512,882.43
Net cash generated from / (used in) investing activities (B) 405,696.28 (1,630,242.98)

C. CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of debentures (net) 50,000.00 106,703.70
Proceeds from long term borrowings 913,848.92 1,109,768.57
Repayment of long term borrowings (746,819.38) (614,018.81)
Proceeds from (redemption) / issuance of preference shares (410,960.03) 452,387.97
Premium on redemption of preference shares (123,787.18) -
Proceeds from short term borrowings (net) 14,541.12 (64,346.67)
Proceeds from issue of capital (including securities premium) 13,215.84 4.81
Dividend paid (82,967.38) (35,442.25)

40

(` Lacs) Fiscal 2011 Fiscal 2010
Dividend tax paid (8,280.74) (2,892.08)
Buy back of equity shares - (77.80)
Interest / guarantee charges paid (259,131.82) (210,341.67)
Net cash (used in) / generated from financing activities (C ) (640,340.65) 741,745.77
Net increase/ (decrease) in cash and cash equivalents (A + B + C) 41,053.18 (26,074.29)
Cash and cash equivalents at the beginning of the year 83,540.83 109,615.12
Cash and cash equivalents at the end of the year 124,594.01 83,540.83
41,053.18 (26,074.29)
Note:
Cash and bank balance (as per Schedule 10 to the financial
statements)
134,605.00 92,823.22
Less: Fixed deposit (pledged/under lien/earmarked) 8,649.28 6,911.03
Margin money 397.64 2,048.94
Unclaimed dividend 200.86 160.38
Exchange gain 763.21 162.04
124,594.01 83,540.83

41

RISK FACTORS

An investment in equity shares involves a high degree of risk. You should carefully consider each of the following risk
factors and all other information set forth in this Prospectus, including the risks and uncertainties described below, before
making an investment in the Equity Shares. The risks and uncertainties described below are not the only risks that we
currently face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial
may also adversely affect our business, results of operations and financial condition. If any or some combination of the
following risks, or other risks that are not currently known or believed to be material, actually occur, our business, financial
condition and results of operations could suffer, and the trading price of, and the value of your investment in, the Equity
Shares could decline and you may lose all or part of your investment. In making an investment decision, you must rely on
your own examination of our Company and the terms of this Issue, including the merits and risks involved.
This section should be read together with “Industry Overview”, “Our Business” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” as well as the financial statements and other financial
information included elsewhere in this Prospectus.
This Prospectus also contains forward-looking statements that involve risks and uncertainties. Our results could differ
materially from such forward-looking statements as a result of certain factors including the considerations described below
and elsewhere in this Prospectus.
Certain information presented in this section that relates to the Vacancy Rate of our commercial and retail leased
properties, the outstanding contractual payments for the acquisition of our Land Reserves and mortgaged land parcels is
based on management estimates and has not been verified independently. Further, certain information presented in this
section regarding Development Potential, Saleable Area or Leasable Area is based on management estimates and has not
been verified independently to the extent it does not relate to our Projects under Construction or Planned Projects.
Unless otherwise stated, references in this section to “DLF”, “the Company” or “our Company” are to DLF Limited, and
references to “we”, “our” or “us” are to the Company along with its Subsidiaries, Joint Ventures, Associates and
partnerships on a consolidated basis.
RISKS RELATING TO OUR COMPANY AND OUR BUSINESS
We have a significant amount of debt, which exposes us to liquidity, refinancing and interest rate risks.
As of December 31, 2012, our outstanding consolidated indebtedness was `254,885.2 million and our Net Debt
as of that date was `214,330.1 million, with our average cost of debt ranging between 12.5% and 13.0%, and as
of that date, our Net Debt to equity ratio was 0.77. Our indebtedness could have several consequences, including
but not limited to the following:
a portion of our cash flow will be used towards paying interest expenses and the repayment of our existing
debt, which will reduce the availability of cash to fund working capital needs, capital expenditure,
acquisitions and other general corporate requirements. During the nine month period ended December 31,
2012 and in Fiscal 2012, our finance costs were `17,258.7 million and `22,464.8 million, which amounted
to 25.5% and 22.0%, respectively, of our sales and other income for these periods;
our ability to obtain additional financing in the future at reasonable terms may be restricted; and
fluctuations and increases in prevailing interest rates may affect the cost of our borrowings with respect to
existing floating rate obligations which amounted to approximately 77.0% of our outstanding consolidated
indebtedness as of December 31, 2012, and new loans.
We may not be able to reduce our indebtedness and borrowing costs, and may have to incur new debt or
refinance existing debt. Our ability to borrow and the terms of our borrowings will depend on our financial
condition, the stability of our cash flows and our capacity to service debt. We may not be successful in obtaining
additional funds in a timely manner, on favorable terms or at all. If we do not have access to these funds, we
may be required to delay or abandon some or all of our Projects under Construction or Planned Projects or may
have to substantially reduce our currently planned capital expenditure and the scale of our operations, which in
turn may materially and adversely affect our business, results of operations, financial condition and prospects.
Our outstanding trade payables and contractual obligations account for a material portion of our cash
outflows, and our outstanding financial guarantees, if invoked, could exert further pressure on our cash
flows.
As of December 31, 2012, we had trade payables to third parties of `25,318.1 million, which primarily
comprised payments due to our suppliers, contractors and firms to which we have outsourced our construction
and project management activities. As of that date, we had outstanding `21,876.9 million towards contractual
payments for the acquisition of Land Reserves before we can commence development of certain Land Reserves.

42

Certain of these payments are required to be made over the next few years.
Further, our Company has provided corporate guarantees for certain debt incurred by our Subsidiaries and
Associates which as of December 31, 2012 had outstanding amounts aggregating to `75,741.0 million. These
debt facilities are included within our overall indebtedness. If these Subsidiaries and Associates default in their
payment obligations, the relevant lenders may enforce the guarantee obligations against our Company. Further,
as of December 31, 2012, we have provided guarantees aggregating to `7,500.0 million to secure the payment
obligations of certain third party land owners pursuant to our arrangements with them to undertake construction
on, and development of, the land parcels owned by them and derive economic benefits therefrom in accordance
with applicable laws.
In the event our Subsidiaries, Associates or the third parties referred to above are unable to service their debt and
the guarantees provided by us are invoked, we may be required to make the relevant payments, which would
adversely affect our cash flows and financial condition.
The unavailability of certain taxation benefits, or any adverse change in tax laws in I ndia, could materially
and adversely affect our business, results of operations, financial condition and cash flows.
We are liable to pay income tax in India in accordance with the provisions of the Indian Income Tax Act, 1961
(the “I.T. Act”). In addition, we are also subject to certain service tax, customs duties and other taxes, duties and
surcharges introduced on a permanent or temporary basis from time to time. We believe that we are entitled to
certain tax and policy benefits such as those provided under Sections 80IAB, 80IA and 54EC of the I.T. Act, and
that these tax holidays and exemptions result in a lower effective tax rate for us. For example, we believe that
the four SEZs that we currently operate in Chennai, Gurgaon and Hyderabad are entitled to certain benefits such
as (a) an income tax holiday for any consecutive period of 10 years which can be used anytime during the first
15 years of operation from the date of the notification of the SEZ; (b) service tax exemptions on input services
and central sales tax benefits; (c) customs duty and excise duty benefits; and (d) stamp duty concessions. For
further details, see “Statement of Tax Benefits”.
However, the Indian tax authorities may have a contrary view with respect to our entitlement to these tax
holidays and exemptions which, while inconsistent with our interpretation, could result in the non-availability of
such tax holidays or exemptions, and may lead to adjudication proceedings. In addition, the central and state tax
scheme in India is extensive and subject to change from time to time, and certain of these tax benefits may be
withdrawn. Tax statutes in India are complex and their interpretation or application by taxation authorities may
vary in different states. In addition, certain tax benefits claimed by us in the past may be denied and we may be
required to pay the amounts in relation to the claimed tax benefits to the relevant tax authorities. In the past,
amendments in tax statutes or rules have been enacted in India with retrospective effect. We cannot assure you
that all our past actions and business operations will be in compliance with such retrospective changes in law.
We cannot assure you that these tax incentives will continue in the future or that certain tax credits will be
available to us for the periods claimed, or at all. The loss or unavailability of such tax holidays and exemptions,
any adverse change in the taxation policies of the Government of India or state governments, or the imposition
of new taxes might increase our tax obligations in the future and any such increase could be significant. As a
result, our results of operations, financial condition and cash flows could be materially and adversely affected.
Further, the Government of India has proposed a comprehensive national goods and services tax (“GST”)
regime that will combine taxes and levies by the central and state governments into one unified rate structure.
While both the Government of India and other state governments of India have publicly announced that all
committed incentives will be protected following the implementation of the GST, given the limited availability
of information in the public domain concerning the GST, we are unable to provide any assurance as to this or
any other aspect of the tax regime following implementation of the GST. The implementation of this
rationalized tax structure might be affected by any disagreement between certain state governments, which
could create uncertainty. Any such future increases or amendments may affect the overall tax efficiency of
companies operating in India and may result in significant additional taxes becoming payable.
The Direct Tax Code, or “DTC”, proposes to replace the I.T. Act and other direct tax laws, with a view to
simplify and rationalize the tax provisions into one unified code. The DTC is proposed to come into effect in the
near future. Various proposals related to the DTC are subject to review by the Indian parliament and as such
their impact, if any, is not quantifiable at this stage.
Further, certain recent changes to the I.T. Act provide that income arising directly or indirectly through the sale
of a capital asset, including shares, will be subject to tax in India, if such shares derive indirectly or directly their
value substantially from assets located in India and whether or not the seller of such shares has a residence,

43

place of business, business connection, or any other presence in India. The term “substantially” has not been
defined under the I.T. Act. Further, the applicability and implications of the changes are largely unclear. Due to
these recent changes, investors may be subject to Indian income taxes on the income arising directly or
indirectly through the sale of our Equity Shares.
Regulations governing taxes and duties affecting the real estate sector in I ndia, as well as the interpretation
and application of such regulations, are subject to change.
Real estate developers in India are required to comply with a number of laws and regulations including, among
others, those related to payment of stamp duty, registration of property documents and compliance with the
policies and procedures established by certain local authorities. In addition, real estate developers are required to
adhere to a number of tax statutes, including those related to payment of income tax, property tax, service tax
and state government charges and levies. Any adverse changes in these laws, regulations or policies, particularly
statutes related to property tax, service tax or stamp duty, or an adverse change in their interpretation and
application, may result in an increase in our expenses. In addition, in the past, certain laws have been enacted in
India with retrospective effect. We cannot assure you that all our past actions and business operations will be in
compliance with such retrospective changes in law. Further, we may be required to revise our strategies and
plans in order to comply with such changes. We believe that our projects are in compliance with applicable laws
and regulations. However, given the complex nature of taxation statutes and other laws governing the real estate
industry in India as well as the evolving interpretation of regulatory requirements by authorities, there may be
instances where we could face charges of non-compliance, which may subject us to regulatory action in the
future, including penalties and other legal proceedings. The amount of expenditure that we may be required to
incur in the future in order to comply with the changed regulatory or taxation requirements may vary
substantially from that required to comply with those currently in effect.
Certain restructuring transactions may reduce our share in the results of operations of DCCDL.
In Fiscal 2010, a special committee of our Board consisting of independent Directors was set up to examine the
feasibility of integrating certain lease businesses held by the Promoter Group with our lease business with the
intention of, among other things, eliminating conflicts of interest and achieving management integration. Upon
acceptance of the recommendations of the special committee by our Board, we integrated the operations of
Caraf and its subsidiaries, including DAL, with that of our subsidiary, DCCDL (the “Caraf Transaction”).
Under the terms of the Caraf Transaction, three Promoter Group companies, namely Rajdhani Investments and
Agencies Private Limited, Buland Consultants & Investments Private Limited and Sidhant Housing and
Development Company (together, the “Caraf Promoters”), who were also the controlling shareholders of
Caraf, transferred the entire issued share capital of Caraf to DCCDL. The Caraf Promoters were issued
159,699,999 fully paid-up 9% compulsorily convertible preference shares (the “CCPS”) by DCCDL, which
upon conversion into equity shares would constitute 40.0% of the post-conversion issued and paid-up capital of
DCCDL on a fully diluted basis. The terms of the CCPS require that the right of conversion should be exercised
by the Caraf Promoters, in one or more tranches, on or before March 18, 2015.
As of the date of this Prospectus, we own the entire equity share capital of DCCDL. We consolidated the entire
results of operations of DCCDL and its subsidiaries such as Caraf and DAL from the date of their respective
acquisition in Fiscal 2010. We have continued to consolidate DCCDL and its subsidiaries in our financial
statements in Fiscal 2011, Fiscal 2012 and during the nine month period ended December 31, 2012. No
dividends will be payable on the CCPS to the extent they are converted by the Caraf Promoters into equity
shares of DCCDL. However, to the extent the Caraf Promoters decide to convert their CCPS into equity shares
of DCCDL, they will own up to 40.0% of the diluted equity ownership of DCCDL, and accordingly, we will be
required to adjust for a minority interest of up to 40.0% of the consolidated profits of DCCDL while preparing
our consolidated financial statements.
We cannot determine with certainty the net effect of the foregoing on our consolidated financial statements in
future financial periods. In Fiscal 2012, the 9% dividend on the CCPS amounted to `1,437 million (excluding
any Dividend Distribution Tax paid). DCCDL presently does not prepare consolidated financial statements and
does not consolidate the results of operations and financial condition of its subsidiaries with its results of
operations and financial condition. However, 40.0% of the consolidated net profits of DCCDL and its
subsidiaries during Fiscal 2012 would have been `2,448 million, calculated by computing 40.0% of the
aggregate of the net profit (without accounting for minority interests, if any) of DCCDL and each of its
subsidiaries
?
, namely, Caraf, DAL, DLF Utilities, Beverly Park Maintenance Service Limited, Jawala Real
Estate Private Limited
*
, DLF Info City Developers (Chandigarh) Limited, DLF Info City Developers Kolkata
Limited, Ariadne Builders & Developers Private Limited, Hyacintia Real Estate Developers Private Limited and

44

DLF Energy Private Limited, and does not take into account any eliminations as a result of inter-company
transactions among these entities.
______
*We divested our interest in Jawala Real Estate Private Limited in August 2012. See “Our Business—History and Recent Developments”.
?
As of the date of this Prospectus, DCCDL owns fully convertible debentures (“FCDs”) in our subsidiary, DLF City Centre Limited
(“DCCL”), and does not own any equity shares in DCCL. These FCDs were issued on October 16,

2009 and are convertible into equity
shares of DCCL within a period of 10 years from their date of issuance. Once DCCDL converts these FCDs into equity shares, it will own
99.0% of the equity share capital of DCCL.
Our contingent liabilities could adversely affect our financial condition and results of operations.
We have substantial contingent liabilities which could adversely affect our financial condition and results of
operations. As of December 31, 2012, the contingent liabilities as disclosed in our Unaudited Interim
Consolidated Financial Statements consist of the following:
Particulars Amount (` million)
Guarantees on behalf of third parties 8,180.3
Claims against the Group (including [unasserted] claims) not acknowledged as debts* 8,624.7
Demand in excess of provisions (pending in appeals): --
(i) Income-tax 35,196.1
(ii) Other taxes 8,642.0
Letter of credit issued on behalf of the Group --
Liabilities under export obligations in EPCG scheme 838.5
Compensation for delayed possession 474.5
Miscellaneous 58.3
Total 62,014.4
______
* Interest on certain claims may be payable as and when the outcome of the related claim is finally determined and has not been included
above.
In the event that any of these contingent liabilities materialize, our results of operations and financial condition
may be adversely affected.
Our revenues and profits are difficult to predict and can vary significantly from period to period.
We derive our revenues and profits primarily from the sale of residential and commercial properties, the sale of
plotted developments and the leasing of commercial and retail properties. While income from our present lease
arrangements may be relatively stable, revenues from sales are dependent on various factors such as the size of
our developments, competition, demand for our developments in the regions we operate in, the rights of third
parties, receipt of approvals from governmental authorities and general market conditions.
Our revenues and profits from the Development Business are also determined by the extent to which they
qualify for revenue recognition under the percentage of completion method, or the “POC Method”, in
accordance with our accounting policies as well as the relevant accounting standards issued by the ICAI. Under
the POC Method, our revenue from sales depends upon the volume of bookings we are able to obtain for our
developments and the timing of such revenue recognition depends on achieving a certain threshold of
completion of our projects. Our bookings depend upon our ability to identify suitable types of developments that
will meet customer preferences and market trends, and to market our projects. Further, our ability to recognize
revenue and profits also depends on our customers paying us the remaining amounts due under contract, after
the payment of initial deposit.
The POC Method is applicable to developments that we intend to sell and is not applicable to developments that
we intend to lease. Accordingly, for projects to which the POC Method of revenue recognition is applicable, the
extent to which we can recognize revenues is also dependent on the volume of sales. Further, we recognize
revenues based on estimated costs. We cannot assure you that these estimates will not require further
adjustments based on the actual cost incurred with respect to a particular project. 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 revenue recognition.
We typically aim to develop and sell our projects within 48 to 60 months from the time the projects are
launched. The rate of construction progress depends on various factors, including the availability of labor and
raw materials, the prompt receipt of regulatory clearances, access to utilities such as electricity and water, and
the absence of contingencies such as litigation (including adverse title claims) and adverse weather conditions.
These factors may cause significant fluctuations in our revenues from period to period. For further details, see
“Management’s Discussion and Analysis of Financial Condition and Results of Operations––Factors Affecting

45

Our Financial Condition and Results of Operations––Revenue recognition and progress of construction and
development” and “––Critical Accounting Policies––Revenue Recognition”.
A combination of the factors discussed above may result in significant variations in our revenues and profits,
and our financial position in a particular period may not accurately reflect our level of activity in that period.
Similarly, our level of activity for a particular period may not accurately reflect our financial position in that
period. 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. If in the future our results of
operations are below market expectations, the price of our Equity Shares could decline.
Adoption of a recent guidance note on accounting for real estate transactions and its treatment of the POC
Method of revenue recognition may result in delayed recognition of revenue.
We have applied with effect from April 1, 2012, the Guidance Note on Accounting for Real Estate Transactions
(Revised 2012) (the “Real Estate Accounting Guidance Note”) issued by the Institute of Chartered
Accountants of India (“ICAI”) on February 11, 2012. The Real Estate Accounting Guidance Note provides that
when the outcome of a real estate project can be estimated reliably and the conditions set out therein are
satisfied, project revenue and project costs associated with a real estate project should be recognized as revenue
and expenses by reference to the stage of completion of the project activity at the reporting date. The project
costs which are recognized in the statement of profit and loss by reference to the stage of completion of the
project activity are matched with the revenues recognized, resulting in the reporting of revenue, expenses and
profit which can be attributed to the proportion of work completed. See “Management's Discussion and Analysis
of Financial Condition and Results of Operations––Factors Affecting Our Financial Condition and Results of
Operations––The guidance note on accounting for real estate transactions”.
Pursuant to the requirements of the Real Estate Accounting Guidance Note, we have applied the new basis for
determination of the reasonable level of development for all projects where revenues are recognized for the first
time on or after April 1, 2012 (the “Revised Revenue Recognition Method”). For projects that commenced on
or prior to March 31, 2012 and where revenue recognition had commenced on or prior to that date, a reasonable
level of development is considered to have occurred when the project costs (including the cost of land) incurred
were 30% or more of the total estimated project cost (the “Old Revenue Recognition Method”).
Under the Revised Revenue Recognition Method, in order for us to recognize revenues from our new projects,
we require:
(a) all key approvals necessary for the commencement of the project to have been obtained (including
environmental and other clearances, approval of plans, designs, etc., title to land or other rights to
development/construction and change in land use);
(b) at least 25% of the construction and development costs (including borrowing costs related to construction
and development, but excluding the cost of land) to have been incurred;
(c) at least 25% of the saleable project area to be secured by contracts or agreements with buyers; and
(d) at least 10% of the total revenue to be realized at the reporting date as per the agreements of sale or any
other legally enforceable documents.
As of December 31, 2012, we have applied the Revised Revenue Recognition Model in relation to our Sky
Court project, and will also apply it to our other projects in the future. However, in relation to projects for which
we had commenced revenue recognition on or prior to March 31, 2012 under the Old Revenue Recognition
Method, any Saleable Area added to such projects will continue to be governed by the Old Revenue Recognition
Method.
Accordingly, we may recognize revenue from certain projects in the future in a manner that is different from that
for projects where revenue recognition had commenced on or prior to March 31, 2012. This may result in
delayed recognition of revenues for certain projects compared to the projects for which revenue would continue
to be recognized under the Old Revenue Recognition Method.
Our business may be adversely affected due to certain adverse rulings and penalties imposed by the
Competition Commission of I ndia.
The Competition Commission of India (“CCI”), in respect of complaints filed by the owners’ associations of
certain of our residential developments, had passed orders dated August 12, 2011 and August 29, 2011 wherein
it had, among other things, imposed a penalty of `6,300.0 million against us, and restrained us from formulating
and imposing conditions on buyers in Gurgaon that it considered to be unfair under the provisions of the
Competition Act. Additionally, the CCI had ordered us to modify certain conditions that it considered to be

46

unfair in all our agreements with our customers. We had filed an appeal against the said orders before the
Competition Appellate Tribunal. The matter is currently pending before the Competition Appellate Tribunal.
However, the Competition Appellate Tribunal had through its order dated November 9, 2011, stayed the orders
of CCI imposing the penalty and had further ordered that the directions of CCI in relation to modification of the
terms of our agreements with our customers be kept in abeyance. We have not made any provision for the
penalty imposed by the CCI in our financial statements. We cannot assure you that we will be successful in our
appeal.
In addition, the owners of certain of our other residential developments have filed several other complaints with
the CCI. While certain matters have been disposed off by the CCI in view of the penalty already imposed under
the orders dated August 12, 2011 and August 29, 2011, we cannot assure you that further penalties would not be
imposed upon us or other conditions in relation to agreements entered into by us will not be effected. Further,
the complainants may also seek compensation from us. The failure of our appeal and any consequent payment of
penalty, compensation or modification of the terms of our agreements with our customers may materially and
adversely affect our reputation, business, financial condition, cash flows and prospects. See “Legal
Proceedings––Proceedings under the Competition Act, 2002 under A – Cases filed against our Company and B –
Cases filed against the Subsidiaries”.
We and certain of our Directors are respondents to certain legal proceedings in I ndia which, if determined
against us or them, may materially and adversely affect our business, reputation, financial condition, results
of operations and cash flows.
We and certain of our Directors, in their capacity as the directors of the Company, are respondents to a number
of legal proceedings and claims in India in relation to criminal and civil matters, including public interest
litigation, land acquisition and title disputes, proceedings under competition laws, arbitration proceedings,
consumer cases, labor disputes, proceedings under environmental laws and tax proceedings. In addition, there
are certain continuing disputes with third parties with respect to our promoters and promoter group, as well as
companies which we may have disassociated with or those that have been restructured and are no longer part of
our corporate structure or promoter group. We also face certain legal proceedings initiated by certain regulatory
authorities, including a legal proceeding by SEBI. Further, municipal authorities and the Delhi Development
Authority have initiated proceedings in relation to certain of our projects. These proceedings are pending before
various courts and tribunals. For further details, see “Legal Proceedings”.
Bearing applicable legal and regulatory requirements in mind, we have disclosed details of only the material
legal proceedings pending against the Company and the Subsidiaries in the section titled “Legal Proceedings” of
this Prospectus. We have identified material litigation as regulatory proceedings and criminal cases against the
Company and its material Subsidiaries, criminal cases pending against the Directors, legal proceedings pending
against us and the Subsidiaries having a potential financial liability of or above `1,000.0 million, which
constitutes 0.37% of our consolidated net worth as of March 31, 2012 and 0.98% of our consolidated sales and
other income in Fiscal 2012, and cases filed by the Company and the Subsidiaries for a potential financial asset
of `1,000.0 million or above.
A major part of the litigation we are involved in relates to property disputes and our real estate projects. Property
litigation in India, particularly litigation with respect to land ownership, is generally time consuming and
involves considerable costs. If any property which we have invested in is subject to any litigation or is subjected
to any litigation in future, it could delay a development project or may adversely affect us, financially or
otherwise.
We cannot assure you that these legal proceedings will be decided in our favor, or in the favor of the Directors
that are currently involved in these legal proceedings. Furthermore, we cannot assure you that the materiality
threshold identified by us will not change, or that we would not be involved in further proceedings which could
be considered material, or that any other litigation we are currently involved in will not become material at a
later date. In the event a court or tribunal decides a legal proceeding against us, or if a government or statutory
authority levies penalties against us in a material legal proceeding, whether disclosed in this Prospectus or not,
we may be required to make payments to third parties or make additional provisions for payments in the future,
which could materially and adversely affect our business, reputation, financial condition, results of operations
and cash flows.
The auditors’ reports on our financial statements are qualified and are subject to certain limitations.
The auditors of our Company have qualified their audit reports dated May 30, 2012 for Fiscal 2012 and May 24,
2011 for Fiscal 2011 in respect of our Audited Consolidated Financial Statements, as well as their limited review
report dated April 4, 2013 in respect of our Unaudited Interim Consolidated Financial Statements, on the basis

47

of certain qualifications made by the auditors of our Subsidiary, Silverlink Resorts Limited (“Silverlink”), in
their audit and review reports for the periods indicated above. These qualifications primarily relate to (a) certain
balances in the translation reserve and accumulated losses brought forward from the financial year ended
December 31, 2004 prior to Silverlink’s acquisition by our Company, (b) the revaluation of a hotel property on
the basis of certain assumptions, historical realization and trends that the auditors of Silverlink believe are
unlikely to be achieved, and (c) the recoverability of debts amounting to U.S.$1.08 million (or `59.4 million)
(net of minority interests).
In addition, the auditors of our Company have not expressed any opinion regarding certain income tax and other
matters. While the eventual outcome of these matters is uncertain, an unfavorable outcome in any of these
matters may expose us to potentially high liability. No provisions or adjustments have been made to the
consolidated financial statements of the Company to provide for any potential liability as a result of an adverse
outcome in these matters. Set out below are brief details of these matters.
Demands for additional tax liability received from the Income Tax authorities, which include the
disallowance of SEZ profits.
Special Leave Petitions challenging the judgments from the High Court of Punjab and Haryana cancelling
the release/ sale deed of land relating to two IT SEZ / IT Park projects in Gurgaon.
Appeals before the Competition Appellate Tribunal against penalties imposed by the CCI on complaints by
the owners’ associations of certain of our residential developments.
For further details in relation to the auditors’ qualifications, see “Financial Statements” and for further details in
relation to the legal proceedings referred to above, see “Legal Proceedings—Civil proceedings, Income tax
proceedings and Proceedings under the Competition Act, 2002 under A—Cases filed against our Company and
B—Cases filed against the Subsidiaries”.
The financial statements included in this Prospectus may not be comparable between financial periods and
may not fully reflect the effects of certain recent strategic transactions.
Our wholly owned Subsidiary, DLF Global Hospitality Limited, entered into a share purchase agreement with
Mahaman Assets Limited on December 12, 2012 to sell its 100% shareholding in Silverlink at an enterprise
value of approximately U.S.$300.0 million (or, `16,281.8 million). Silverlink owns hotels and resorts operating
under the Aman Resorts brand. Pursuant to an amendment agreement dated April 10, 2013 and upon satisfaction
of certain conditions specified under the share purchase agreement, we expect this transaction to be completed
by June 30, 2013. Our management foresees an estimated loss of approximately `650.0 million from this
transaction, which has been recorded as an impairment of the goodwill created on consolidation of Silverlink
when it was acquired.
We entered into a definitive agreement in January 2013 with BLP Vayu (Project 1) Private Limited, a subsidiary
of Bharat Light & Power Private Limited, for the sale of our wind energy undertaking in Gujarat with a capacity
of 150 MW for `2,823.0 million. Further, we entered into definitive agreements in April 2013 with Tulip
Renewable Powertech Private Limited and Violet Green Power Private Limited for the sale of our wind energy
undertakings in Tamil Nadu and Rajasthan, with capacities of 34.5 MW and 33.0 MW, respectively, for a sale
consideration of `1,887.0 million and `522.0 million, respectively. These transactions are expected to be
completed in the near future on satisfaction of certain closing conditions and receipt of regulatory approvals.
Except describing the effect of an estimated loss of approximately `650.0 million from the Silverlink sale
transaction, the financial statements included in this Prospectus do not present the impact of these transactions,
and therefore may not provide a sufficient basis to assess our overall consolidated financial condition and results
of operations in future financial periods. For further details, see “Financial Statements” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations––Recent Developments”.
In addition, pursuant to Notification S.O. 447(E) dated February 28, 2011, the Old Schedule VI was replaced
with the Revised Schedule VI which significantly changes the presentation of, and disclosure made in, the
financial statements of Indian companies. Accordingly, we have modified the manner in which we present our
financial statements as of and for Fiscal 2012 and future periods so that the presentation of our financial
statements is consistent with the Revised Schedule VI, which became applicable to us during Fiscal 2012. Our
historical audited financial statements for Fiscal 2011 and Fiscal 2010 have been presented in accordance with
the Old Schedule VI. As a result, the presentation of our historical audited financial statements for Fiscal 2010
and Fiscal 2011 differs from the presentation of our historical audited financial statements for Fiscal 2012. As a
result of these differences in presentation, the financial statements included in this Prospectus may not be
comparable between periods.

48

A downgrade of our credit ratings may increase our cost of borrowing and make our ability to raise new
funds in the future more difficult.
We have obtained credit ratings from ICRA and CRISIL in relation to our long-term and short-term debt
facilities, non-fund based facilities such as bank guarantees and letters of credit as well as certain non-
convertible debentures issued by us. See “Our Business—Credit Ratings” for further details. A downgrade of
our credit ratings may increase our cost of borrowing and make our ability to raise new funds in the future more
difficult. For example, on account of concerns relating to our high levels of indebtedness and exposure to the
risks and cyclicality in the Indian real estate industry, CRISIL downgraded the credit ratings of our Company in
Fiscal 2012 from:
“A1” to “A2+” for its short-term credit; a credit rating of “A2+” by CRISIL indicates “strong safety with
relatively higher standing within the category” as compared to a “very strong safety” indicated by a credit
rating of “A1”; and
“A+/Stable” to “A/Negative” for its non-convertible debentures, term loans and working capital facilities
from; a credit rating of “A/Negative” by CRISIL indicates a comparatively lower standing from the rating
previously provided.
We cannot assure you that any further downgrading of our credit ratings will not take place in the future. A
further downgrading of our credit ratings could increase our cost of raising funds and impair our ability to raise
new funds, thereby adversely affecting the perception of our financial stability, our reputation and our business.
We are subject to restrictive covenants under our financing agreements which may limit our strategic
decisions and operations. A breach of such covenants could force us to sell assets or trigger a cross-default
under our other financing agreements.
Certain of our financing agreements contain restrictive covenants regarding, among other things, altering our
capital structure, raising additional finance, the disposition of assets or implementing any scheme of expansion
or diversification of our business, declaring dividends in the event of any default, investing any funds in any
other concern, undertaking guarantee obligations, changing our accounting methods and creating any charge or
lien on the security. These agreements also require us to comply with certain financial covenants and ratios. We
cannot assure you that we will be able to comply with these financial or other covenants. For example, our
ability to create mortgages on our assets, alter our capital structure or raise additional financing could be
impacted by our failure to obtain consents from our lenders. Our failure to obtain waivers for any existing or
future non-compliance of, or our inability to comply with, such undertakings or restrictive covenants in a timely
manner, or at all, could also result in an event of default under any of our financing agreements, as a result of
which we may be required to immediately repay our borrowings either in whole or in part, together with any
related costs.
As of December 31, 2012, we had unsecured loans of `11,242.7 million, which may be recalled by lenders at
any time in the event of a default. We may be forced to sell some or all of our assets if we do not have sufficient
cash or credit facilities to make repayments. Other than these unsecured loans, our borrowings are secured
against all or a portion of our assets and our secured lenders may, in the event of a default, exercise their right to
sell these assets. Approximately 800 acres of land parcels forming part of our Land Reserves, as well as certain
commercial and retail leased properties in our Lease Business, are mortgaged to certain banks, financial
institutions and NBFCs in connection with our outstanding debt facilities. We have also securitized our rent
receivables, pursuant to which banks grant us loans against future lease income. Such loans are with recourse to
us and in the event a tenant does not pay or delays the lease payment, we are obliged to make good the shortfall.
Many of our loan agreements may allow our lenders to call upon additional security. Further, under the terms of
certain of our loan agreements, the relevant lender can appoint a nominee director on our Board on occurrence
of an event of default. Furthermore, certain of our financing arrangements contain cross default provisions
which could automatically trigger defaults under other financing arrangements, in turn magnifying the effect of
an individual default. If any of these events occur, our business, reputation and financial condition may be
materially and adversely affected.
We cannot assure you that the proposed sale of our shareholding in Silverlink will be completed within the
expected timeframe, or at all.
Our wholly owned subsidiary, DLF Global Hospitality Limited, has entered into a share purchase agreement in
December 2012 with Mahaman Assets Limited (“Mahaman”) for the sale of our shareholding in Silverlink,
which owns hotels and resorts operating under the “Aman Resorts” brand, at an enterprise value of
approximately U.S.$300.0 million (or, `16,281.8 million). Pursuant to an amendment agreement dated April 10,

49

2013 and upon satisfaction of certain conditions specified under the share purchase agreement, including the
receipt of applicable regulatory approvals, we expect this transaction to be completed by June 30, 2013.
However, we cannot assure you that the proposed sale of our shareholding in Silverlink will be completed
within the expected timeframe, or at all. In the event the agreement is terminated for any reason, we will not
receive the proceeds from this transaction. Further, until this transaction is completed, our hotels business will
continue to be affected significantly by the risks affecting the hospitality industry which, among others, include
seasonality, adverse economic conditions, commodity inflation, stringent regulation and competition.
Our business is subject to extensive government regulation, which may become more stringent in the future.
We may not be able to comply with all government regulations, and may require more time or incur higher
costs to comply with such regulations.
The real estate industry in India is heavily regulated by the central, state and local governmental authorities.
Real estate development companies in India must comply with a number of requirements mandated by Indian
laws and regulations, including policies and procedures established by local authorities and designed to
implement such laws and regulations. For example, we are subject to various land ceiling statutes which
regulate the amount of land that can be held under single ownership and where we are subject to such ownership
limits, we generally enter into arrangements with land owners for construction on, and development of, land
rather than the land itself. If structures through which this land is owned are said to violate such laws, our
business could be materially and adversely affected.
Real estate laws in India are complex and their interpretation or application by regulatory authorities may vary
in different states. Although we believe that our projects are in material compliance with applicable laws and
regulations, regulatory authorities in certain states may allege non-compliance and may subject us to regulatory
action in the future, including penalties, seizure of land and other civil or criminal proceedings. The planning
permission granted by local municipal authorities is usually subject to compliance with the terms and conditions
of all licenses and permits granted in connection with the project. Any non-compliance could lead to a
cancellation of planning permission granted, and consequentially a cancellation of such project.
Further, we may have to devise new strategies or modify our business plans in order to adapt to new laws,
regulations or policies that may come into effect from time to time with respect to the real estate sector. We
cannot assure you that we will be successful in implementing such strategies or be able to adapt ourselves to
such new laws, regulations or policies. The amount and timing of future expenditure to comply with
unanticipated regulatory requirements may vary substantially from those currently in effect. In the past, certain
laws have been enacted in India with retrospective effect. We cannot assure you that all our past actions and
business operations will be in compliance with such retrospective changes in law.
For example, a draft Real Estate (Regulation and Development) Bill, 2011 (the “Draft Real Estate Bill”) has
been prepared by the Ministry of Housing and Urban Property Alleviation and aims to establish a real estate
regulatory authority (the “RERA”) for regulation and planned development in the real estate sector and to
protect the interest of consumers in the real estate sector. The Draft Real Estate Bill imposes certain restrictions
on construction and development of immoveable property and accepting advance payments or deposits from
proposed buyers without first obtaining a certificate of registration from the RERA and entering into a written
agreement for sale in the form specified in the Draft Real Estate Bill. The Draft Real Estate Bill also provides
for payment of penalty to buyers in the event of failure to complete the project and deliver possession in
accordance with the agreed terms. The Draft Real Estate Bill is subject to Cabinet approval and thereafter is
subject to approval of the Indian Parliament as well as the President of India and publication in the Official
Gazette before becoming law. There is no certainty whether it will be approved in its current form or amended,
or enacted at all. For details, see “Industry Overview––Indian Real Estate Regulatory Framework”.
Our business is dependent on the performance of the real estate market in the regions in which we operate,
and fluctuations in market conditions may adversely affect our ability to sell or lease our real estate
developments at expected prices.
Our business is dependent on the performance of the real estate market in the regions in which we operate, and
could be adversely affected if market conditions deteriorate. Real estate projects take a substantial amount of
time to develop, and we could incur losses if we purchase land at high prices and we have to sell or lease our
developed projects during weaker economic periods. Further, the market for property can be relatively illiquid,
and there may be high transaction costs as well as insufficient demand for property at the expected lease
payment or sale price, as the case may be, which may limit our ability to respond promptly to market events.
The demand for real estate is significantly affected by factors such as the existing supply of developed
properties in the market as well as the absorption rate for lease assets, which factors are in turn influenced by

50

changes in government policies, regulatory framework, environmental approvals, litigation, economic
conditions, demographic trends, employment and income levels and interest rates, among other factors. These
factors can adversely affect the demand for and the valuation of our completed developments (which have not
been either sold or leased), Projects under Construction and our Planned Projects, the value of our Land
Reserves, and, as a result, may materially and adversely affect our financial condition, results of operations, cash
flows, our ability to service our debt and the trading price of our Equity Shares.
Lack of improvement in or worsening global and I ndian economic conditions have affected and may
continue to materially and adversely affect the demand for real estate as well as the availability of financing
in I ndia.
Since 2008, the global economy and financial markets have experienced extreme levels of instability, and there
is substantial volatility in markets across asset classes, including stock markets, foreign exchange markets,
commodity markets, fixed income markets and credit markets, which has been exacerbated since 2010 by
concerns regarding the ability of certain countries to service their sovereign debt obligations, triggered by large
budget deficits and rising public debts. Further, there are rising concerns of a possible slowdown in the emerging
economies. No assurance can be given that a further economic downturn or financial crisis will not occur, or that
measures taken to overcome a crisis will be sufficient to restore stability in the global markets in the short term
or beyond. The Indian economy is influenced by economic conditions, developments and volatility in global
markets.
We believe that our business is dependent to a large extent on the economic growth in India, and the availability
of real estate financing in India and a stable regulatory framework. Any decline in the economy or adverse
changes in the market conditions or regulatory framework in India could adversely affect our results of
operations and future growth. The demand for our products and services is influenced by certain changes in
these regions that include, among others, changes in government policies, economic conditions, demographic
trends, consumer confidence, employment levels, fuel prices, interest rates, taxation, easy availability of credit
and increase in the disposable income available to our customers.
Inflation, availability of credit and movement of interest rates in India have been adversely affected by the
volatility in global economy and financial markets. For example, the average rate of inflation in India was above
9% for both Fiscal 2011 and Fiscal 2012, and the provisional annual inflation rate for the month of January 2013
was 10.79%. (Source: Central Statistics Office.) Interest rates have been raised numerous times between March
2010 and October 2011 to address inflation concerns, with repo rates rising to 8.50% during that period (Source:
Bloomberg). Rising interest rates affect a prospective customer’s ability to obtain affordable financing for
purchase of our properties, particularly the purchase of completed residential developments. Availability of
credit to customers affects the market demand for our real estate developments. As a result of the prevailing
state of the Indian economy, buyers of property may remain cautious and lease income from commercial
properties may continue to face downward pressure.
These factors may adversely affect our business and lead to decreases in the sales of, or market rates for, our real
estate developments; delays in the release of finances for certain of the projects in order to take advantage of
future periods of more robust real estate demand; decreases in Occupancy Rates for our commercial or retail
properties; insolvency of key contractors resulting in construction delays; insolvency of key tenants in the
commercial and retail properties; inability of customers to obtain credit to finance purchase of our properties;
changes in the applicable regulatory framework; and litigation. The realization of any of these risks could
materially and adversely affect our business, results of operations, financial condition and prospects.
Additionally, stricter provisioning and risk weightage norms imposed by the RBI on real estate financing by
banks and financial institutions have in the past affected, and may continue to affect, the availability of funds to
property developers. The RBI or the Government may take further measures that result in reduction of credit to
the real estate sector. If the demand for, or supply of, real estate financing at attractive rates were to diminish or
cease to exist, our business and financial results could be adversely affected.
We face intense competition in our business and may not be able to compete effectively, particularly in
regional markets where we may not have significant experience.
We operate in highly competitive markets. Competition in these markets is based primarily on the availability
and the cost of land as well as the ability to execute projects within the required time. We face competition from
real estate companies in India bidding for new and similar property development projects, from corporations
with large land reserves, as well as government bodies such as urban development authorities that are in the
business of real estate development. 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

51

run the risk of incorrectly estimating demand, supply and pricing in the market.
Certain of our competitors may be better known in certain regional markets, have more experience in
undertaking real estate development in these markets and be better placed to acquire land for new property
development projects in these markets. We may not possess the same level of knowledge and understanding in
the development, ownership and management of properties in these markets as we do in our core markets. We
may need to take certain steps to address these risks, including adjusting our designs and development methods,
establishing business relations with local land owners and joint venture partners, obtaining raw materials and
labor on acceptable terms, understanding the requirements of the local laws and understanding market practice
and requirements of potential customers. We cannot assure you that we will be able to successfully implement
all the steps required to address these risks, which could adversely affect our results of operations and financial
condition.
In addition, certain of our competitors may have greater land reserves in select geographies or financial
resources than we do. They may also benefit from greater economies of scale and operating efficiencies.
Competitors may, whether through consolidation or growth, present more attractive or lower cost solutions than
we do, causing us to lose market share. For example, our share of sales and leasing activity in the Delhi
Metropolitan Region and the Gurgaon markets has declined in recent years on account of increasing competition
in these locations. We cannot assure you that we will be able to compete effectively with our competitors in the
future, and our failure to compete effectively may materially and adversely affect our business, financial
condition and results of operations. Furthermore, we and our retail tenants compete with other retail distribution
channels, including department stores and malls, in attracting customers. Moreover, we compete with other
retail real estate developers seeking suitable retail tenants. Similarly, we and our developments must also
compete with an increasing number of commercial real estate developers and existing commercial developments
that may be available for lease. Increasing competition could result in price and supply volatility, which could
cause our business to suffer.
A significant portion of our business, operations and assets are located in Gurgaon and the Delhi
Metropolitan Region.
A significant portion of our business, operations and assets are located in Gurgaon and the Delhi Metropolitan
Region. As of December 31, 2012, approximately 31.6 msf or 61.0% of the Development Potential of our
Projects under Construction, and approximately 9.6 msf or 86.0% of the Development Potential of our Planned
Projects, were located in Gurgaon and the Delhi Metropolitan Region. The real estate market in Gurgaon and the
Delhi Metropolitan Region may perform differently from, and may be subject to market conditions and
regulatory developments that are different from, real estate markets in other parts of India. We cannot assure you
that the demand for our properties in Gurgaon and the Delhi Metropolitan Region will grow, or will not
decrease, in the future. Our business may also be adversely affected by regulatory developments in these
regions, such as land use regulations, zoning laws, taxes and environmental regulations, as well as political and
social developments that discourage customers from investing or operating in real estate in these areas or
discourage landowners from selling their properties or reduce the incentives available for particular or particular
types of developments.
Further, these areas are situated in a region that is prone to high seismic activity and are at risk of suffering
significant damage should an earthquake occur. While our business has not been materially affected by
earthquakes in the past and we are generally insured against such events, it is possible that future earthquakes,
cyclones, floods or other natural disasters or man-made disasters, including acts of terrorism and military
actions, particularly those that directly affect the areas in which our developments and other operations are
located, could result in substantial damage to our properties and we may not be able to recover all such losses
under our insurance arrangements which may, in turn, adversely affect our results of operations and financial
condition.
Failure to procure contiguous parcels of land may adversely affect our business, results of operations,
financial condition and prospects.
In the ordinary course of our business, we seek to enter into arrangements with land owners to procure land
parcels to form a contiguous land mass, upon which we undertake construction and development of properties.
Our ability to acquire suitable sites is dependent on a number of factors that may be beyond our control,
including the availability of suitable land, the willingness of landowners to sell land to us on commercially
acceptable terms, the ability to obtain an agreement to purchase from all the owners where land has multiple
owners, the availability and cost of financing, encumbrances on targeted land, government directives on land
use, changes in government policies and the receipt of permits and approvals for land acquisition and

52

development. We cannot assure you that we will be able to procure such parcels of land or enter into suitable
arrangements to form a contiguous mass on terms that are acceptable to us, or at all. This may cause us to
modify, delay or abandon future development projects resulting in our failure to realize our investments, which
in turn could materially and adversely affect our business, results of operations, financial condition and
prospects.
We may not be successful in identifying suitable land parcels for development, or develop saleable or leasable
properties, or anticipate and respond to customer demand in a timely manner.
Our ability to identify suitable parcels of land for our development activities is fundamental to our business and
involves certain risks, including those related to identifying appropriate land and formulating development plans
that appeal to the tastes of our customers, understanding and responding to the requirements of commercial
tenants and anticipating the changing retail trends in India. See “Our Business––Our Operations––Our
operations methodology––Identification of potential projects and land”. Our decision to acquire land and
undertake a project involves an assessment of the size and location of the land, the preferences of potential
customers, the economic potential of the region, the proximity of the land to civic amenities and supporting
infrastructure, the willingness of landowners to sell the land to us on terms which are commercially acceptable
to us, the ability to enter into an agreement to buy land from multiple owners, the availability and cost of
financing such acquisitions, the availability and competence of third parties such as architects, surveyors,
engineers and contractors, the existence of encumbrances, government directives on land use, and the ability to
obtain permits and approvals for land acquisition and development.
While we have in the past successfully identified suitable projects that meet market demand, we may not be as
successful in the future. The failure to identify suitable projects, build or develop saleable or leasable properties
or meet customer demand in a timely manner may cause us to change, delay or abandon entire projects, which in
turn could materially and adversely affect our competitive position, business, financial condition, results of
operations and prospects.
Our Lease Business is dependent on our ability to enter into new leases, or renew existing leases, on
favorable terms and the willingness and ability of our tenants to pay rent at suitable levels.
We earn income from the lease of commercial and retail properties, and from providing utilities and facility
management services to our tenants. The income from our Lease Business during the nine month period ended
December 31, 2012 and in Fiscal 2012 was `12,098.3 million and `15,504.2 million, respectively, which
constituted 17.9% and 15.2%, respectively, of our total sales and other income. Further, during these periods, we
earned `9,909.0 million and `12,082.0 million in income from maintenance and other services and generation of
power, which constituted 14.6% and 11.8%, respectively, of our total income during these periods.
Our portfolio properties may suffer from a lack of demand due to the prevailing market conditions and we may
not be able to find suitable tenants. As of December 31, 2012, the Vacancy Rate for our commercial and retail
portfolio properties was approximately 13.0% and 4.0%, respectively. We cannot assure you that we will be able
to conclude lease deeds or other form of definitive agreements with tenants for the portfolio properties currently
under negotiations in a timely manner and on satisfactory terms, or at all. In addition, our customers may choose
to acquire or develop their own commercial or retail facilities, which may further reduce the demand for our
portfolio properties.
We have historically targeted, and will continue to target, large multinational and Indian corporates and retailers.
Our growth and success will therefore depend on the provision of high quality office and retail 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 tenants. Further, we may not be able to re-let or renew lease contracts
promptly, or the amount of rent and the terms on which lease renewals and new leases are agreed may be less
favorable than those in the current leases.
The loss of key tenants, or a decline in the financial stability of such tenants, could have an adverse effect on
our business, financial condition, results of operations, cash flows and prospects.
We typically enter into leases for a period of three to five years for our commercial developments, whereas the
length of a lease for our retail developments is typically 11 months to three years, with a right of renewal for
another equal term or more which can be exercised at the discretion of the lessee. General economic conditions
may adversely affect the financial stability of our tenants and prospective tenants and the demand for our
commercial and retail real estate. Accordingly, our financial condition and results of operations may be
adversely affected by the bankruptcy, insolvency or downturn in the businesses of one or more of these tenants,
as well as the decision by one or more of these tenants to not renew its lease or to terminate its lease before it

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expires or to reduce its leased space.
Our tenants for commercial properties are typically subject to a lock-up for a period of up to three years under
the terms of many of the leases, whereas our tenants for retail properties are typically subject to a lock-up period
of 11 months. While default by a tenant prior to the expiry of a lease may result in forfeiture of its security
deposit, it will also result in a shortfall in the income from our Lease Business until we lease the property to
another tenant. The loss of one or more of the key tenants of our portfolio properties could result in periods of
vacancy, which could adversely affect the income from our Lease Business. In addition, we may incur additional
costs, including legal expenses, in maintaining, insuring and re-letting the property. Further, certain anchor
tenants may enter into arrangements with us whereby space is leased on a phased basis. We may have to reserve
completed space for these anchor tenants for certain agreed periods of time and may be unable to lease the
premises to other prospective tenants during such periods, thereby resulting in a loss of income. Certain other
anchor tenants may request us to delay the commencement of the lease. If any of these risks materialize, our
results of operations, financial condition and the value of our real estate could be adversely affected.
We may incur significant infrastructure and development costs if certain key tenants default, withdraw their
commitments or refuse to renew their leases.
We typically incur significant infrastructure and development costs based on the requirements of certain key
tenants for built-to-suit premises. If the fit-out services are not carried out in accordance with the requirements
of a particular potential tenant, we may be required to incur significant costs and delays in reconfiguring the
premises to suit the specifications of new tenants. We may also face difficulties in sourcing replacement tenants
willing to accept the existing customizations of the premises, if an existing tenant terminates its lease. Further, if
we are unable to provide the reconfigured premises within the stipulated timeframe, potential tenants may
withdraw their commitment and we may be required to pay certain penalties in accordance with the terms of the
MoU entered into with such tenants. These costs, delays and difficulties may adversely affect our business,
financial condition and results of operations.
We are subject to risks inherent in the varying demand for office space from the I T and I TeS industries in
I ndia.
Companies in the IT and ITeS industries constitute a significant proportion of our commercial tenant base. Any
adverse effects on the IT and ITeS sectors in India or on the outsourcing industry may also have a negative
impact on our operations. The growth in the IT and ITeS sectors in India may not be sustainable and may come
under competitive pressure from other countries providing similar services. If these industries were to
experience a decrease in revenues or profitability or a slowdown or if companies in these industries were to
scale down their operations, it may lead to a reduction in lease income from our commercial developments and
also adversely affect the value of properties that cater to the IT and ITeS sectors in India. On account of certain
restrictions under the SEZ Act, if these industries reduce their demand for office space or cease their tenancies,
we may not be able to replace them easily with tenants from other industries which do not generate positive
foreign exchange. Further, an increasing number of real estate developments anticipating demand for office
space for these industries have become available in the cities targeted by us, thereby increasing the supply of
competing properties. If any of these risks materialize, our business, financial condition, results of operations
and prospects may be adversely affected.
Our business may suffer if we are unable to sustain the quality of our utilities and facility management
services.
As part of our business, we provide facility management services to our leased commercial and retail
developments as well as certain of our completed residential developments. Examples of these services include
common area maintenance, security services, civil and electrical maintenance and general facilities’
management, which includes power distribution, back-up power generation, central air conditioning, water
supply, drainage pumping, janitorial services, parking management, pest control, fire detection and solid waste
disposal and management. We typically outsource these services to third party service providers. We believe that
our utilities and facility management services are an integral part of our business and are important to the
successful marketing and promotion of our property developments. For further details, see “Our Business––Our
Operations––Our Lease Business––Utilities and Facility Management Services”. Since many of these services
are generally outsourced or are provided by government agencies, our ability to control the quality of these
services is limited, and in the event they do not meet the required quality standards, our customers or tenants
may elect to discontinue such services. This may negatively impact the attractiveness of our developments and
in turn, adversely affect our reputation, business and results of operations.

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The success of our residential developments is dependent on our ability to anticipate and respond to customer
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. Increasingly, customers are seeking better
housing and better amenities in new residential developments. Our focus on the development of high quality
luxury residential accommodation requires us to satisfy these demanding consumer expectations. The sort of
amenities now demanded by consumers include those that have historically been uncommon in India’s
residential real estate market such as 24-hour electricity, power back-up, running water and amenities such as
security, parking, waste disposal and management, janitorial services, landscaped gardens, playgrounds,
swimming pools, fitness centers, tennis courts and golf courses. Given the current global economic crisis, we
face an increasing pressure to service our customers commensurate to their expectations at attractive prices,
which may not be profitable to us. Consequently, our inability to meet our customers’ preferences or our failure
to anticipate and respond to customer needs could materially and adversely affect our business and results of
operations. If we fail to anticipate and respond to customer requirements, we could lose potential customers to
competitors, which in turn could adversely affect our business, results of operations, financial condition and
prospects.
The success of our strategy for development of retail properties depends on our ability to build malls at
appropriate locations and attract suitable retailers and end-consumers.
We expect significant demand for retail developments on account of factors such as scope for penetration of
organized retail in India, relaxation of norms for FDI in multi-brand and single-brand retail trading and
absorption of existing supply of retail space in the key geographical markets that we currently focus on. Further,
with the anticipated increase in presence of overseas retailers, we expect Indian retailers to revive their
expansion and investment plans. We therefore plan to incur capital expenditure towards development of certain
retail projects in the near future. For further details, see “Our Business––Strategy––Continue to focus on the
growth of our Lease Business”.
The success of our strategy for development of retail properties depends on our ability to recognize and respond
to the changing trends in India’s retail sector. 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 malls, we need to
create demand for our malls where customers can take advantage of a variety of retail options, such as large
department stores, in addition to amenities such as designer stores, comprehensive entertainment facilities,
including our multiplex cinemas, air conditioning and underground parking. Further, to help ensure our malls’
success, we must secure suitable anchor tenants and other retailers as they play a key role in generating footfalls.
Moreover, we lease a portion of our retail portfolio properties on a revenue sharing model where our lease
payments are dependent on the revenues of the retailer. We believe that the growth and success of our retail
business depends on us being able to achieve the right mix of tenants in our malls to attract more customers to
the outlets which lease retail space from us.
A decline in 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 other successful retailers and visitors to our malls. Further, since certain of our lease payments are based
on revenue sharing arrangements with our retail tenants, any decline in sales of our tenants will result in lower
lease income for us.
Our strategy to develop supporting infrastructure for our key developments is subject to a number of
contingencies and may not be successful.
As part of our strategy, we intend to continue to participate in the construction of supporting infrastructure such
as roads, rapid rail networks and power projects in certain select, strategic locations to ensure the high quality
of our commercial and retail portfolio properties as well as certain residential developments. See “Our
Business––Strategy––Continue to develop supporting infrastructure for key developments”. While we generally
do not actively participate in the development of such infrastructure and may undertake this activity through
certain Joint Ventures with reputable infrastructure companies as we have done in the past for the development
of supporting infrastructure in DLF City and Phase-V in Gurgaon, we may still be exposed to certain risks
related to the development of infrastructure.
The development of infrastructure involves various risks, including, among others, regulatory risk, construction
risk, financing risk and the risk that these projects may not prove to be profitable. Additionally, infrastructure
projects typically require extended periods of development and substantial investment before completion and

55

may take months or years before positive cash flows can be generated, if at all. The time and costs required in
completing a project may be subject to substantial increases due to many factors, including shortages of
materials, equipment, technical skills and labor, adverse weather conditions, natural disasters, labor disputes,
environmental disputes, disputes with contractors, changes in government priorities and policies, changes in
market conditions, delays in obtaining the licenses, permits and approvals from the relevant authorities and other
unforeseeable problems and circumstances.
The failure of our Joint Ventures to complete these infrastructure projects according to their original
specifications or schedule, or to make such projects commercially operational, could result in failure of our
strategy to improve the quality of our lease portfolio properties and our residential developments, besides
increasing the financing costs associated with the construction than originally expected. This may in turn
adversely affect our business, results of operations, financial condition and prospects.
We may be subject to liability and adverse tax consequences upon the disposal of assets and business
undertakings.
We have implemented a strategy that involves divestiture of selected, non-strategic and non-core assets and
businesses. Pursuant to this strategy, we divested our interests in certain land parcels identified for IT parks, IT
SEZs, hospitality projects or long gestation projects with no immediate development plans and
integrated township projects, as well as certain select businesses such as hospitality, construction, retail brands
and wind energy. See “Our Business––History and Recent Developments”.
In this regard, we have provided, and may be further required to provide, representations, warranties and
indemnities in respect of such assets and businesses and to pay damages to the extent that any
such representations, warranties or indemnities are, or become, inaccurate. We may become involved in
claims, disputes or litigation concerning such representations, warranties and indemnities and may be required
to make payments to third parties as a result of such claims, disputes or litigation. We may also be subject to
adverse tax consequences upon the disposal of assets or investments, including potential double taxation relating
to disposal of assets through special purpose vehicles, taxation on capital gains and other forms of tax that could
be applicable to such transactions.
The unavailability of raw material, fuel and labor, or an increase in their costs, may adversely affect our
results of operations.
Our business is affected by the availability, cost and quality of the raw materials, fuel and labor that we or our
contractors require to construct and develop our properties. Our principal raw materials include steel, cement,
glass and plastics. The prices and supply of these and other raw materials depend on factors not under our
control, including general economic conditions, competition, production levels, transportation costs and import
duties. The domestic prices of raw materials such as steel and cement have remained volatile in the past three
years. The unavailability of, or a significant increase in the price of, fuel may also result in an increase in price
of raw materials and construction.
We have not entered into any long term supply contracts with any of our suppliers for these raw materials. If, for
any reason, our primary suppliers of raw materials should curtail or discontinue their delivery of such materials
to us in the quantities and quality we need and at prices that are competitive, our ability to meet our material
requirements for our projects could be impaired, our construction schedules could be disrupted and our business
could suffer. The unavailability of, or a significant increase in costs of, labor also affects our business adversely.
We cannot assure you that we would be able to procure raw materials and labor in a timely manner and at
competitive prices or that we will not be affected in the event of any shortfall of supply, which may adversely
affect our business and results of operations. Our EPC contractors may also demand a revision of the agreed
contract price in the event the price of raw materials, fuel or labor increases above an agreed threshold.
We have introduced an escalation clause in some of our development projects, which we believe will assist in
mitigating an increase in construction and labor costs in a fair, efficient and transparent manner based
on published benchmarks. However, we cannot assure you that we will be able to offset the complete impact of
an adverse increase in labor costs or raw material prices. This may adversely affect our cash flows and results of
operations.
Most of our projects require the services of third parties, which entails certain risks.
Most of our projects require the services of third parties. These third parties include contractors, sub-contractors,
project management firms, architects, engineers, surveyors and suppliers of labor and materials. The timing and
quality of construction of the projects we develop depends on the availability and skill of those third parties, as

56

well as contingencies affecting them, including labor and raw material shortages and industrial action such as
strikes and lockouts. We cannot assure you that skilled third parties will continue to be available at reasonable
rates and in the areas in which we conduct our projects. 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 and any delay in project execution could adversely affect our profitability. Additionally, we rely on
manufacturers and other suppliers and do not have direct control over the products they supply, which may
adversely affect the construction quality of our developments.
We have outsourced, and may in the future continue to outsource, construction related activities as well as
project management to third-party contractors. This, we believe, enables our management to focus on our core
activity of real estate development and leasing. If the contractors and other service providers fail to perform
their respective obligations satisfactorily with regard to a project, we may be unable to develop the project
within the intended timeframe, at the intended cost, or at all. In such circumstances, we may be required to incur
additional cost or time to develop the property to the appropriate standard of quality and in a manner consistent
with our development objective, which could result in reduced profits or, in some cases, significant losses. We
may also not be able to recover compensation for any resulting defective works or materials. While we believe
that we have adequate contractual safeguards in this regard, 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.
There have been time and cost overruns in the past in relation to some of our projects, and there could be
further time and cost overruns in the future.
Property developments typically require substantial capital outlay during the construction phase which may take
an extended period of time to complete, and before a potential return can be generated. The time and costs
required to complete a property development may be subject to substantial increases due to many factors,
including shortages of, or price increases with respect to, construction materials or equipment, technical skills
and labor, acquisition of land, construction delays, unanticipated cost increases, changes in the regulatory
environment, adverse weather conditions, third party performance risks, environmental risks, changes in market
conditions, delays in obtaining the approvals and permits from the relevant authorities and other unforeseeable
problems and circumstances. Any of these factors may lead to delays in, or prevent the completion of a project
and result in costs substantially exceeding those originally budgeted for. The cost overruns may not be
adequately compensated by contractual indemnities, which may affect our financial condition and results of
operations.
We are not insured against cost overrun risks. In addition, any delays in completing our projects as scheduled
could result in dissatisfaction among our customers, resulting in negative publicity and lack of confidence
among future buyers for our projects. Additionally, we may not achieve the economic benefits expected of such
projects. In the event there are any delays in the completion of such projects, our relevant approvals and leases
may be terminated. We have in the past experienced time and cost overruns in relation to certain of our projects.
We cannot assure you that we will be able to complete all our Projects under Construction or Planned Projects
within the stipulated budget and time schedule.
Further, there may be a lag between the time we acquire land and the time we construct and develop a project
and sell or lease our inventories. The actual timing of the completion of a project may be different from its
forecasted schedule. Given that the market for properties is relatively illiquid, there may be high transaction
costs as well as little or insufficient demand for properties at the expected lease income or sale price, which may
limit our ability to respond promptly to market events, such as changes in the prices of the raw materials we
utilize in our projects. The risk of owning undeveloped land and unsold inventories can be substantial and the
market value of the same can fluctuate significantly as a result of changing economic and market conditions.
We are subject to a penalty clause under our sale agreements entered into with our customers for any delay in
the completion and handover of the project.
The sale agreements into which we enter with our customers contain a penalty clause pursuant to which we are
liable to pay a penalty for any delay in the completion and handover of the project to the customers. In terms of
the sale agreement, the penalty is payable by us at a fixed rate on a monthly basis, or based on any other method
agreed in the agreement with a customer. Accordingly, in large residential projects, the aggregate of all penalties
in the event of delays may adversely impact the overall profitability of the project and, therefore, adversely
affect our results of operations.
We may not be able to develop all of our Land Reserves.

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We have Land Reserves across India, and as of December 31, 2012, we had approximately 6,175 acres of Land
Reserves, with total Development Potential of approximately 332.4 msf. Of these, approximately 274.9 msf, or
82.7% of the total Development Potential, relates to our Development Business, and approximately 57.5 msf, or
17.3% of the total Development Potential, relates to our Lease Business. We are currently in negotiations with
multiple buyers for sale of certain land parcels which, if concluded, may reduce the Development Potential of
Land Reserves by an aggregate of approximately 7.0 msf. See “Our Business––Our Operations––Our Land
Reserves”.
The procedure for obtaining such approvals varies from state to state, and is considered to be a time-consuming
process. Our ability to develop our Land Reserves and generate the estimated Saleable Area or Leasable Area is
subject to a number of risks and contingencies, some of which are summarized below:
the title to the lands we own may be defective or could be challenged in a legal proceeding;
release of any mortgage created in favor of certain banks or financial institutions on the portion of Land
Reserves that we intend to develop may require repayment or refinancing of certain debt facilities, or
alternatively, creation of security on another portion of our Land Reserves having equivalent value;
the MoUs and agreements to purchase land may expire, and we may not be able to renew the agreements
that have expired;
we may not receive the lands that are supposed to be allocated to us by government authorities, whether as a
result of changes in government policies or otherwise;
we may not receive the expected benefits of the arrangements we have entered into with land owners for
construction on, and development of, land; and
we may not receive the approvals required for our intended developments.
If any of these risks materialize, we may not be able to develop our Land Reserves and generate Saleable Area
or Leasable Area in the manner we currently contemplate and we may not be able to implement our business
strategy effectively, which could have a material adverse effect on our business, results of operations and
financial condition.
We have in the past entered into, and continue to enter into, memoranda of understanding and similar
commercial agreements to acquire land or economic interests in land, and are subject to certain risks
associated with such agreements.
We have in the past entered into, and may continue to enter into, memoranda of understanding and similar
commercial agreements with land owners to acquire lands or economic interest in lands. We typically make
partial or advance payments to such land owners. Upon the successful completion of due diligence
investigations, we pay the remaining amount or agree to transfer a portion of the developed area or enter into
other similar arrangements.
As of December 31, 2012, the balance due to third parties in respect of payments under arrangements with land
owners for construction on, and development of, land was `21,876.9 million, representing approximately 10.0%
of our Land Reserves. This amount does not include a sum of approximately `3,000.0 million that may be
payable in the future in the event we decide to acquire freehold rights in respect of certain land parcels for which
we presently have leasehold rights, on completion of the relevant legal requirements in this regard.
These agreements typically stipulate time frames within which title to land must be conveyed and provide that
all or a part of the advance monies paid to these third parties may be forfeited in the event that the acquisition
process is not completed within the agreed time frames. In certain situations, agreements to purchase land may
expire or contain irregularities that may invalidate them. If such irregularities exist in the land parcels that we
have acquired, or if we are unable to acquire such land, our development plans for certain projects may be
adversely affected, which could in turn adversely affect our business, results of operations, financial condition
and prospects.
We face uncertainty of title to our lands.
The difficulty of obtaining title guarantees in India means that title records provide only for presumptive rather
than guaranteed title. The title to these lands is often fragmented and the land may, in many cases, have multiple
owners. 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 which we may not be aware
of. Additionally, some of our projects are being executed through joint ventures in collaboration with third
parties. In some of these projects, the title to the land may be owned by our joint venture partners, and we
cannot assure you that these persons or entities have clear title to such lands.

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Additionally we face various practical difficulties in verifying the title of a prospective seller or lessor of
property. Indian law, for example, recognizes the ability of persons to effectuate a valid mortgage on an
unregistered basis by the physical delivery of original title documents to a lender. Adverse possession under
Indian law also gives rise, upon 12 years’ occupation, to valid ownership rights as against all parties, including
government entities that are landowners, without the requirement of registration of ownership rights by the
adverse possessor. Furthermore, under Indian law, a married person retains property rights to land alienated by
their spouse if such married person has not consented to such alienation, effectively requiring consent by each
spouse to all land transfers in order for a transferee to receive good title. Indian law also recognizes the concept
of a “Hindu Undivided Family”, whereby all family members, including minor children, jointly own land and
must consent to its transfer, in the absence of which a land transfer may be challenged by a non-consenting
family member. Our title to land may be defective as a result of a failure on our part, or on the part of a prior
transferee, to obtain the consent of all such persons. As each transfer in a chain of title may be subject to these
and other defects, our title and agreements we have entered into with land owners for construction on, and
development of, land may be subject to various defects which we may not be aware of. For these and other
reasons, title insurance is not readily available in India.
Several legal proceedings that we are currently involved in relate to property and our real estate projects.
Property litigation in India, particularly litigation with respect to land ownership, is generally time consuming
and involves considerable costs. If any property which we have invested in is subject to any litigation or is
subjected to any litigation in future, it could delay a development project or may adversely affect us, financially
or otherwise.
The uncertainty of title to land makes the acquisition and development process more complicated, 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 which is the subject of our
development agreements are unable to resolve such disputes with these claimants, we may lose our interest in
the land.
The failure to obtain good title to a particular plot of land may materially prejudice the success of a development
for which that plot is a critical part. This may adversely affect the development of the remaining portion of land
and may require us to write off expenditures in respect of the development.
We do not have title opinions for all of our Land Reserves and may not be able to assess or identify certain
risks and liabilities for all our projects.
We typically conduct due diligence and assessment exercises prior to acquiring land, entering into joint or sole
development agreements and assessing the financial viability of the projects, and engage local counsel to issue
title opinions. See “Our Business––Our Operations––Our Operations Methodology”. With regard to certain land
parcels, it is often impracticable for counsel to satisfy certain technical requirements because of the uncertainties
discussed above. As a consequence, we do not have title opinions for all of our Land Reserves. Further, due to
the nature of industry in which we operate, we may not be able to assess or identify all the risks and liabilities
associated with the land or projects, such as faulty or disputed title, unregistered encumbrances or adverse
possession rights. In addition, we may not correctly determine the suitability of land for a project or we may
inaccurately estimate the cost of a project when budgeting for the expected expenditure. Consequently, we may
face unexpected liabilities, which may materially and adversely affect our financial condition and results of
operations.
We may enter into joint development agreements in relation to the development of certain projects, which
entail certain risks, including loss of the payments made by us and payment of penalties.
We may enter into joint development agreements with third party land owners in relation to the development of
certain of our projects. Under these agreements, we are typically required to provide the owners of the land with
a deposit, which is refundable upon the completion of the project and the joint development partners being given
possession of their respective share of the units in the project pursuant to the agreement. We may also be
required to provide a non-refundable deposit in certain cases. Further, under these joint development
agreements, in the event of any delay in the completion of the project within the time-frame specified, we are
required to indemnify such parties with whom we have entered into joint development agreements and pay
certain penalties as specified in these agreements. In the past, we have experienced delays in the completion and
handover of projects. Continued delays in the completion of the construction of our projects will adversely
affect our reputation. Such penalties payable by us will also adversely affect our financial condition and results
of operations. Further, if we are required to pay penalties pursuant to such agreements and we decline to do so,

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we may not be able to recover the deposits made by us to the land owners, which could adversely affect our
business, financial condition and results of operations.
Certain of our joint development agreements do not contain an exception for delay caused due to factors beyond
our control in relation to the imposition of penalties and only contain limited force majeure clauses.
Consequently, we could be forced to pay penalty for certain events beyond our control, including for delays on
account of non-receipt of government approvals or other permissions. Further, under the terms of the joint
development agreements, the underlying interest in land is not transferred to us until the completion of the
project. In the event of a joint development project not being completed, any investment made by us in relation
to the project could be lost. As a result, our business, financial condition and results of operations could be
materially and adversely affected.
Certain third parties with whom we have entered into arrangements for development of certain land parcels may
be involved in certain legal proceedings related to their title or other rights to such land. Any adverse outcome of
such legal proceedings may adversely affect our rights under our agreements with these third parties, which
could adversely affect our business, results of operations and prospects.
Further, we have executed certain joint development agreements only with the leaseholders of the underlying
land and not with the owners. In the event that the leaseholders commit a default under the lease agreement, or if
the leasehold right of the leaseholder is terminated for any other reason, we will be unable to acquire an interest
in or derive benefits from the project.
Our joint venture partners may not perform their obligations satisfactorily and their interests may differ from
ours. We also undertake certain projects through J oint Ventures, which entail certain risks.
We have entered into joint ventures with Prudential Insurance and ITNL Enso Rail Systems Limited, Hines and
ITNL, among others. We also undertake certain projects by entering into joint venture agreements with third
party real estate developers or land owners and have equity interests in certain Subsidiaries and Associates
which are currently developing, or have in the past developed, certain specific projects.
The success of these Joint Ventures depends significantly on the satisfactory performance by our joint venture
partners and the fulfillment of their obligations. If a joint venture partner fails to perform its obligations
satisfactorily, the Joint Venture may be unable to perform adequately or deliver its contracted services. In such a
case, we may be required to make additional investments in the Joint Venture or become liable for its
obligations, which could result in reduced profits or in some cases, significant losses. The inability of a joint
venture partner to continue with a project due to financial or legal difficulties could mean that we would bear
increased, or possibly sole, responsibility for the relevant projects. Additionally, our joint venture partners may
hold different views about various aspects of a project.
Arrangements governing our Joint Ventures may permit us partial or no control over the operations of the joint
ventures under certain circumstances. Our majority joint venture partners may make significant decisions
without our consent that affect our interests, such as delaying project execution timetables or losses.
Alternatively, we may be required to obtain consent from a minority joint venture partner before we can cause
the Joint Venture to make or implement a particular business development decision or to distribute profits to us.
These and other factors may cause our joint venture partners to act in a way contrary to our interests, or
otherwise be unwilling to fulfill their obligations under our joint venture arrangements. Moreover, our Joint
Ventures may contain restrictive covenants to dispose of our shareholding in the Joint Ventures for significant
periods, sometimes ranging from five to seven years, which could limit our ability to exit an unsatisfactory Joint
Venture. Our joint venture agreements may provide the investors with options to exit the Joint Venture, through
the exercise of tag along rights, drag along rights, put option and call options. In the event that such investors
exercise these rights, the completion of the project may be adversely affected.
Further, joint venture agreements may require investor consent before any restructuring, reorganization, change
in capital structure, amendments to the constitutional documents of the Joint Venture or transfer of assets. Under
certain joint ventures agreements, investors may be entitled to preferential dividends, or investor consent may be
required for the determination of minimum sale prices and lease payments for various components of the
project. We may not be able to obtain these consents in time, or at all, which may delay or defer proposed
transactions. Such restrictions may inhibit our growth potential, limit our flexibility to make decisions relating to
the corresponding projects, cause delays and may materially and adversely affect our results of operations.
If any of these risks materialize, or if the performance of our Joint Ventures and Associates is adversely affected,
our results of operations and financial condition may be adversely affected.
There are restrictions on SEZs in I ndia and underlying land of such SEZs.

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Under the prevailing law governing SEZs in India, once a SEZ is notified, the developer is restricted from
selling or otherwise disposing the land underlying the SEZ. There are, however, certain exceptions pursuant to
which certain rights can be created on such land. The land area in a SEZ may be demarcated into a processing
area for setting up units for manufacturing of products or the provision of services, or an area exclusively for
trading or warehousing purposes, or a non-processing area for other activities. The lease period for space in the
processing area or the free trade and warehousing zone within a SEZ has to be for a minimum period of five
years. Moreover, the developer cannot remove goods from the SEZ to the domestic tariff area (“DTA”) without
permission from the relevant authority and where applicable, certain duties are to be paid for clearance of goods
in DTA.
Further, the approvals received by us to develop, operate and maintain the SEZs are subject to us fulfilling
certain conditions, including compliance with environmental safety standards, applicable standards relating to
planning, sewerage disposal, pollution control, labor laws and execution of certain guarantees. In the event we
are unable to comply with the restrictions under the laws governing SEZs in India, our developer or co-
developer status may be suspended or withdrawn and the guarantees provided by us may be invoked against us
as a penalty, which may in turn adversely affect our business, financial condition, results of operations and
prospects.
The Government’s SEZ policy continues to attract certain opposition and may be restricted, withdrawn or
altered.
The Government’s policy in respect of SEZs continues to be a sensitive issue in India. In addition, the Finance
Ministry of India has expressed concern in respect of tax revenues lost as a result of commercial activities
enjoying fiscal exemptions under the SEZ regime. Further, the Government has been criticized for the creation
of SEZs as it involves the compulsory acquisition of agricultural land from farmers. It is possible that, as a result
of political pressures, the procedure for obtaining SEZ status may become more onerous, or that the types of
land that are eligible for SEZ status will be further restricted, or that the SEZ regime may be withdrawn entirely.
The laws and regulations relating to SEZs have been in force only since 2006, and there continues to be some
uncertainty with respect to the interpretation and application of such laws and regulations. Additionally,
regulatory authorities may allege non-compliance and may subject us to regulatory action in the future,
including penalties, seizure of land and other civil or criminal proceedings under applicable laws and
regulations. Any such action or any changes to the SEZ regime may adversely affect our business, financial
condition, results of operations and prospects.
We require certain 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 certain statutory and regulatory permits, licenses and approvals, including approvals related to the
change of land use. In order to commence development of our projects, we require sanction of our project plans
from the relevant municipal authorities, including approval of proposed zoning and building plans, approvals
from other local authorities, including but not limited to, the local airport authorities, fire services authorities
and state police authorities, as well as environmental clearances from the environmental authorities and
pollution control boards. Such sanctions are typically granted for a limited period and may lapse in the event
construction is not commenced or completed within the prescribed time period. Further, such approvals also
require us to comply with certain continuing obligations, non-compliance of which would render them
suspended or revoked. We may encounter problems in obtaining these approvals or licenses and may experience
delays in fulfilling the conditions precedent to any required approvals. There may also be delays on the part of
administrative bodies in reviewing applications and granting approvals.
Additionally, we require completion or occupancy certificates to be delivered to us upon completion of a project
or a phase thereof. In relation our Projects under Construction, while we have applied for the required approvals
and permits, we cannot assure you that we will receive these approvals within the required time, or at all. While
we believe we will be able to obtain such approvals or permits at such times as may be required, there can be no
assurance that the relevant authorities will issue any of such permits or approvals in the time frames anticipated
by us, or at all. It is possible that some projects will be located in areas that will require significant infrastructure
support, including roads, electrical power, telecommunications, water and waste treatment. We may be
dependent on third parties, including certain government authorities, to provide such services. Any delay or
failure by any such party to provide such additional services or a failure to obtain any required consents and
approvals on acceptable terms or in a timely manner may disrupt the schedule of development or the sale or
leasing of our projects, and in turn, adversely affect our business, results of operations and financial condition.
Further, certain of our Planned Projects are in the preliminary stages of planning and development and, in

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certain cases, we have not yet acquired the planning approvals. Our plans in relation to these projects are yet to
be finalized and may be subject to further changes that we may determine to be necessary in light of various
factors such as prevailing economic conditions, preferences of our customers and applicable laws and
regulations. For example, for a portion of the land in New Gurgaon, we are yet to receive license from the
Directorate of Town and Country Planning, Haryana. We will require statutory and regulatory approval and
permits to successfully execute these projects and cannot assure you that the relevant authorities will issue these
approvals or permits within the anticipated time frame, or at all. Any delay or failure to obtain the approvals or
permits required for our Planned Projects may adversely affect our business and prospects.
Compliance with, and changes in, environmental, health and safety laws and regulations may materially and
adversely affect the development of our projects and our financial condition and results of operations.
We are subject to environmental, health and safety laws and regulations in the ordinary course of our business,
including governmental inspections, licenses and approvals of our project plans and projects prior to and during
construction. We are required to conduct an environmental assessment for most of our projects before receiving
regulatory approval for these projects. If environmental problems arise during or after the commencement of
construction of a project or if the government authorities amend and impose more stringent regulations, we will
have to be in full compliance with applicable regulatory requirements at all times. We may need to incur
additional expenses to comply with such new regulations or undertake remedial measures which may increase
the cost of the development of the property. We cannot assure you that we will be in compliance with current
and future environmental, health and safety laws and regulations at all times, and any potential liabilities arising
from any failure to comply therewith will materially and adversely affect our business, financial condition and
results of operations.
Our Company has a substantial level of sundry debtors.
As of December 31, 2012, the aggregate amount owed to the Company by its debtors was `15,516.9 million.
Further, as of that date, we had made certain advances recoverable in cash or in kind or for value to be received
of `25,773.5 million, which advances were used primarily by third parties with whom we have entered into
certain arrangements, including joint development and joint venture arrangements, for construction on, and
development of, land owned by them. General economic conditions may adversely affect the financial
conditions of our debtors, and may result in defaults by some of these debtors. In the event of defaults by our
debtors, we may suffer a liquidity shortfall and incur additional costs, including legal expenses, in recovering
the sums due and payable to us. If we are unable to recover the sums due and payable to us, or if the recoveries
made by us are significantly lower than the aggregate amount owed to us, it may have an adverse impact on our
business, financial condition or results of operations.
The government may exercise rights of compulsory purchase or eminent domain in respect of our lands and
compensation in lieu of such acquisition may be inadequate. Further, the proposed Right to Fair
Compensation and Transparency in Land Acquisition, Rehabilitation and Resettlement Bill, 2012 (the “Land
Acquisition Bill”), if enacted, may adversely affect our business.
Like other real estate development companies in India, we are subject to the risk that governmental agencies in
India may exercise rights of eminent domain, or compulsory purchase of lands. The Land Acquisition Act, 1894
allows the central and state governments to exercise rights of compulsory purchase of land if such acquisition is
for a “public purpose”, which, if used in respect of our land, could require us to relinquish land. However, the
compensation paid pursuant to such acquisition may not be adequate to compensate us for the loss of such
property. The likelihood of such actions may increase as the central and state governments seek to acquire land
for the development of 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, financial
condition, results of operations or prospects. Under the terms of certain approvals obtained by us for our
projects, we have entered into relinquishment deeds with the local authorities, under which we have relinquished
free of cost the area reserved for parks and open spaces and proposed road widening in the development plan, in
favor of the local authorities.
Further, the Land Acquisition Bill was introduced in 2012 before the Indian Parliament to govern processes in
relation to land acquisition in India. The Land Acquisition Bill provides for certain restrictions on land
acquisition. For instance, consent is required from at least 80% of the persons affected by the project and no
change of ownership of the acquiring entity is permitted without obtaining specific permission from the
appropriate Government authority. Further, there are restrictions on the acquisition of certain types of
agricultural land. The Land Acquisition Bill includes provisions relating to payment of compensation to affected
persons which is linked to the “market value” computed in accordance with the provisions of the Land

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Acquisition Bill, which is doubled for land in rural areas. A 100% solatium is required to be added to this
amount in order to arrive at the final compensation figure. In addition, the Land Acquisition Bill also provides
for certain rehabilitation and resettlement benefits to every family affected by an acquisition. Further, no change
of land use will be permitted if rehabilitation and resettlement of affected persons is not completed in the
manner required under the statute. For details, see “Industry Overview––Indian Real Estate Regulatory
Framework”
The Land Acquisition Bill has not been approved by the Indian Parliament and there is uncertainty as to whether
it will be enacted in its current form, or enacted at all. If the Land Acquisition Bill is enacted in its current form,
we may be required to comply with its provisions regarding compensation and rehabilitation with retrospective
effect and also in relation to the land acquisitions that we make in the future. This may increase our cost of
acquisition of land and could restrict our ability to acquire land or our ability to enter into arrangements with
land owners for development of land, which could adversely affect our business, financial condition and results
of operations.
Our sales of certain developments are subject to the actions of governmental land authorities.
We lease certain lands from governmental land authorities. Some of these lease agreements restrict our ability to
sell, transfer or assign our interests with respect to such land without the prior consent of the relevant authority.
If the relevant authorities do not consent to the transfer or assignment of our interests in such lands even after
we have developed them, or impose onerous terms and conditions, our revenues could be adversely affected.
We will continue to be controlled by our Promoters and potential conflicts of interest may exist or arise as a
result.
After the completion of this Issue, our Promoters will control, directly or indirectly, 75.0% of our outstanding
Equity Shares. As a result, our Promoters will continue to exercise significant influence over all matters
requiring shareholder approval. We have entered into, and may continue to enter into, certain transactions with
our Promoters or entities controlled by our Promoters, which may create potential conflicts of interest. Our
Promoters also control certain other companies that are in the real estate business with which we may have
conflicts of interest. We cannot assure you that our Promoters, as majority shareholders, will act to resolve any
potential conflicts of interest with our minority shareholders.
We have entered into, and may in the future enter into, certain related party transactions; we cannot assure
you that we could not have achieved more favorable terms had such transactions been entered into with
unrelated parties or that we will be able to recover the amounts due from related parties.
We have entered into transactions with related parties, including our Promoters and Directors. Certain
transactions we typically enter into with related parties include inter-corporate deposits with related parties and
the issuance of corporate guarantees in order to secure the debt obligations of certain related parties. For more
information regarding our related party transactions, see the disclosure on related party transactions contained in
the Audited Consolidated Financial Statements included in “Financial Statements”.
The Audit Committee of our Board of Directors reviews our decisions relating to significant related party
transactions. However, we cannot assure you that we could not have achieved more favorable terms had such
transactions been entered into with unrelated parties. Furthermore, it is likely that we may in the future enter
into certain transactions with such related parties. The transactions we have entered into have involved, and any
future transactions with our related parties could potentially involve, conflicts of interest.
Our success depends in large part upon our senior management, directors and key personnel and our ability
to retain them and attract new key personnel when necessary and the loss of key members or failure to attract
skilled personnel may adversely affect our business.
Our senior management and key personnel collectively have many years of experience with us and would be
difficult to replace. We do not maintain “key man” insurance for any of our senior managers or other key
personnel. Any loss of our senior managers or other key personnel or the inability to recruit further senior
managers or other key personnel could impair our future by impairing our day-to-day operations, hindering our
development of new projects and harming our ability to develop, maintain and expand customer relationships.
We cannot assure you that we will be able to retain any or all of the key members of our management. The loss
of the services of such key members of our management team could materially and adversely affect our business
and the results of our operations. Further, our ability to maintain our leadership position in the real estate
business depends on our ability to attract, train, motivate, and retain highly skilled personnel. In the event we are

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unable to do so, it could adversely affect our business and results of operations.
We may suffer uninsured losses or experience losses exceeding our insurance limits.
We maintain insurance on property and equipment in amounts that we believe is consistent with industry
practices. Our real estate projects could suffer physical damage from fire or other causes, resulting in losses,
including loss of lease income, which may not be fully compensated by insurance. In addition, there are certain
types of losses, such as those due to earthquakes, floods, hurricanes, terrorism or acts of war, which may be
uninsurable, are not insurable at a reasonable premium or which may exceed our insurance limits. The proceeds
of any insurance claim may be insufficient to cover rebuilding costs as a result of inflation, changes in building
regulations, environmental issues as well as other factors. Should an uninsured loss or a loss in excess of insured
limits occur, we would lose the capital invested in and the anticipated revenue from the affected property. We
would also remain liable for any debt or other financial obligation related to that property. We cannot assure you
that material losses in excess of insurance proceeds will not occur in the future.
Further, we do not carry coverage for title defects, contractors’ liability, timely project completions, loss of rent
or profit, construction defects or consequential damages for a tenant’s loss profits. Any damage suffered by us in
respect of these uninsured events would not be covered by insurance and we would bear the impact of such
losses.
Although we believe we have industry standard insurance for current developments, if a fire or natural disaster
substantially damages or destroys some or all of our current developments, the proceeds of any insurance claim
may be insufficient to cover rebuilding costs as a result of inflation, changes in building regulations or
environmental issues as well as other factors.
Our operations and our work force are exposed to various hazards and we are exposed to risks arising from
construction related activities that could result in material liabilities, increased expenses and diminished
revenues.
There are certain unanticipated or unforeseen risks that may arise in the course of real estate development due to
adverse weather and geological conditions such as storm, hurricane, lightning, flood, landslide and earthquake.
Additionally, our operations are subject to hazards inherent in providing architectural and construction services,
such as risk of equipment failure, impact from falling objects, collision, work accidents, fire or explosion,
including hazards that may cause injury and loss of life, severe damage to and destruction of property and
equipment, and environmental damage. Any such risk could result in exposing us to material liabilities, increase
our expenses, adversely affect our reputation and may result in a decline in our revenues. We cannot assure that
we may be able to prevent any such incidents in the future.
We are exposed to risks related to stringent labor legislation relating to engagement of contract labor and
dispute resolution.
India has stringent labor laws and regulations governing our relationship with our employees and other
contractors, including in relation to hiring and termination of employees, work permits, minimum wages, and
for the regulation of contract labor.
We use a substantial amount of contracted and sub-contracted labor for our on-site operations. We do not
directly control such labor. Failure by us or our sub-contractors to comply with the relevant laws and
requirements for labor related matters could adversely affect our business and operations. Although we do not
engage such contract labor directly, we may be held responsible under applicable Indian laws for wage
payments to such labor in the event of default by our contractors. Further, pursuant to the provisions of the
Contract Labour (Regulation and Abolition) Act, 1970, we may be required to retain such contract labor as our
employees.
Additionally, certain other Indian labor laws also set forth detailed procedures for the establishment of unions,
dispute resolution and certain other laws that impose certain financial obligations on employers upon
retrenchment. Although our employees are not currently unionized, there can be no assurance that they will not
unionize in the future. If our employees unionize, it may become difficult for us to maintain flexible labor
policies, and our business may be adversely affected.
We operate in a labor-intensive industry and our contractors typically hire casual labor in relation to specific
projects. A large number of labor we employ come from different parts of India as well, who may return to their
home states after a short period of time. If we are unable to negotiate with the workmen or the contractors, or
retain or substitute our inter-state labor, it could result in work stoppages or increased operating costs as a result

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of higher than anticipated wages or benefits. In addition, we may not be able to procure required casual labor for
our existing or future projects, which could adversely affect our business, reputation, financial condition, results
of operations and cash flows.
We cannot guarantee the accuracy or completeness of facts and other statistics with respect to I ndia, the
I ndian economy, and the I ndian real estate and infrastructure-related sectors contained in this Prospectus.
While facts and other statistics in this Prospectus relating to India, the Indian economy as well as the Indian
property development and real estate sectors have been based on various publications and reports from agencies
that we believe are reliable, we cannot guarantee the quality or reliability of such sources of materials. While our
directors have taken reasonable care in the reproduction of such information, they have not been prepared or
independently verified by us, the Managers, the Syndicate Member or any of our or their respective affiliates or
advisers and, therefore we make no representation as to the accuracy of such facts and statistics, which may not
be consistent with other information compiled within or outside India. These facts and other statistics include
the facts and statistics included in the sections titled “Industry Overview”, “Our Business”, “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Due to possibly
flawed or ineffective collection methods or discrepancies between published information and market practice
and other problems, 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 elsewhere.
Certain statements in this Prospectus in relation to Development Potential, Saleable Area or Leasable Area
are based on management estimates and have not been independently appraised.
The square footage information presented in this Prospectus regarding Development Potential, Saleable Area or
Leasable Area is based on management estimates and has not been independently verified to the extent it does
not relate to our Projects under Construction and Planned Projects. Further, the acreage and square footage
actually developed may differ from the amounts presented herein, based on various factors such as market
conditions, title defects, modifications of engineering or design specifications and any inability to obtain
required regulatory approvals.
Further, the classification of projects as Completed Projects, Projects under Construction and Planned Projects
as well as references to Land Reserves are based on internal management classifications, and may therefore not
be precise. For example, some of our projects which have not been converted for non-agricultural use or for
which approvals have not been obtained or renewed may be classified as Land Reserves even though we may
have executed joint development agreements in relation to such projects and this may affect our references to
Land Reserves or the classification of our projects between Projects under Construction and Planned Projects.
Moreover, title defects may prevent us from having valid rights enforceable against all third parties to lands over
which we believe we hold interests or in respect of which we have entered into arrangements with land owners
for development of land, rendering our management's estimates of the area and make-up of our land incorrect
and subject to uncertainty.
Any information contained in press articles or other media reports in connection with our business and
operations or this I ssue may be incorrect and you should not rely on any financial or other information other
than that contained in this Prospectus.
Our business and operations have in the past been, and may continue to be, subject to negative media or investor
attention, which may distract our management, consume internal resources and affect certain investors’
perceptions of our Company. In addition, there has been press or media coverage regarding this Issue, primarily
in India, that included certain projections, valuations and other forward-looking information. We make no
representation as to the appropriateness, accuracy, completeness or reliability of any of these media reports, or
the projections, valuations or other forward-looking information included or referred to therein. Information in
such press or media reports may not be true or based on correct information and may be inconsistent with, or
conflict with, the information contained in this Prospectus. Accordingly, in making your investment decision,
you should rely only on the financial, operational and other information contained in this Prospectus and you
should not rely on any extraneous information in the press or other media.
Our ability to pay dividends in the future may be affected by any material adverse effect on our future
earnings, financial condition or cash flows.
Our ability to pay dividends in future will depend on the earnings, financial condition and capital requirements
of our Company and that of our Subsidiaries and other consolidated entities and the dividends they distribute to

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us. Our business is capital intensive and we may make additional capital expenditure to complete various real
estate projects. Our ability to pay dividends is also restricted under certain financing arrangements. 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 in respect of our projects, financial condition and results of operations.
Any future issuance of Equity Shares may dilute your shareholding and sales of our Equity Shares by our
Promoters or other major shareholders may adversely affect the trading price of the Equity Shares.
Any future equity issuances by us, including in a primary offering or pursuant to the exercise of stock options
under our ESOP, may lead to the dilution of investors’ shareholdings in us. Any future equity issuances by us or
sales of our Equity Shares by our Promoters or other major shareholders may adversely affect the trading price
of the Equity Shares. In addition, any perception by investors that such issuances or sales might occur could also
affect the trading price of our Equity Shares.
RISKS RELATING TO INDIA
The cyclical nature of the I ndian real estate market could cause us to experience fluctuations in property
values and lease income over time.
Historically, the Indian real estate market has been cyclical, a phenomenon that can affect the optimal timing for
both the acquisition of sites and the sale or lease of our properties. We cannot assure you that real estate market
cyclicality will not continue to affect the Indian real estate market in the future. As a result, we may experience
fluctuations in property values and lease income over time which in turn may adversely affect our business,
financial condition and results of operations.
Political instability or significant changes in the economic liberalization and deregulation policies of the
Government of I ndia or in the government of the states where we operate could disrupt our business.
The Indian Government has traditionally exercised and continues to exercise a significant influence over many
aspects of the Indian economy. Our businesses, and the market price and liquidity of our securities may be
affected by changes in exchange rates and controls, interest rates, government policies, taxation, social and
ethnic instability and other political and economic developments in or affecting India.
In recent years, India has been following a course of economic liberalization and our business could be
significantly influenced by economic policies followed by the Central Government. Further, our businesses are
also impacted by regulation and conditions in the various states in India where we operate. Since 1991,
successive central governments have pursued policies of economic liberalization and reforms.
However, we cannot assure you that such policies will continue in the future. Indian Government corruption,
scandals and protests against certain economic reforms, which have occurred in the past, could slow the pace of
liberalization and deregulation. The rate of economic liberalization could change, and specific laws and policies
affecting foreign investment, currency exchange rates and other matters affecting investment in India could
change as well. A significant change in India’s economic policies, in particular, those relating to the businesses
in which we operate, could disrupt business and economic conditions in India generally and, our businesses in
particular.
Acts of terrorism and other similar threats to security could adversely affect our business, cash flows, results
of operations and financial condition.
Increased political instability, evidenced by the threat or occurrence of terrorist attacks, enhanced national
security measures, conflicts in several countries and regions in which we operate, strained relations arising from
these conflicts and the related decline in consumer confidence may hinder our ability to do business. Any
escalation in these events or similar future events may disrupt our operations or those of our customers, tenants,
agents and suppliers. Further, such events could affect the availability of raw materials needed for our operations
or the means to transport those materials to our project sites. These events have had, and may continue to have,
an adverse impact on the global economy and customer confidence and spending in particular, which could in
turn adversely affect our revenue, operating results and cash flows. The impact of these events on the volatility
of global financial markets could increase the volatility of the market price of our securities and may limit the
capital resources available to us and to our customers, tenants, agents and suppliers.
Economic developments and volatility in securities markets in other countries may cause the price of our
Equity Shares to decline.

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The Indian economy and its securities markets are influenced by economic developments and volatility in
securities markets in other countries. Investors’ reactions to developments in one country may have adverse
effects on the market price of securities of companies located in other countries, including India. Any worldwide
financial instability could also have a negative impact on the Indian economy, including the movement of
exchange rates and interest rates in India. Negative economic developments, such as rising fiscal or trade
deficits, or a default on sovereign debt, in other emerging market countries may affect investor confidence and
cause increased volatility in Indian securities markets and indirectly affect the Indian economy in general.
Trade deficits could have a negative effect on our business and the trading price of the Equity Shares.
India’s trade relationships with other countries can influence Indian economic conditions. In Fiscal 2012, India
experienced a trade deficit of U.S.$184.9 billion, which was significantly higher than the trade deficit of
U.S.$118.6 billion in Fiscal 2011. (Source: Department of Commerce, Ministry of Commerce and Industry,
Government of India.) If India’s trade deficits increase or become unmanageable, the Indian economy, and
therefore our business, our future financial performance and the trading price of our securities could be
adversely affected.
Any downgrading of India’s debt rating by an international rating agency could have a negative impact on
our business and the trading price of the Equity Shares.
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
business and future financial performance and our ability to obtain financing to fund our growth, as well as on
the trading price of the Equity Shares.
Restrictions on foreign direct investment in the real estate sector may hamper our ability to raise additional
capital. Further, foreign investors are subject to certain restrictions on transfer of shares.
The consolidated FDI Policy imposes certain conditions on foreign direct investment in townships, housing,
built-up infrastructure and construction development projects in India. It permits foreign direct investment of up
to 100% without prior approval subject to certain conditions being fulfilled. These conditions relate, among
other things, to the minimum area to be developed under a project, minimum capitalization, restrictions on
repatriation and the time within which a project is required to be developed. Our Company's inability to raise
additional capital through foreign direct investment as a result of these and other restrictions may adversely
affect our business and prospects.
Further, under FEMA, transfers of shares between non-residents and residents are freely permitted, subject to
certain restrictions, 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, prior
approval of the RBI will be required. We cannot assure you that any required approval from the RBI or any
other government agencies will be obtained on favorable terms, or at all.
A decline in I ndia's foreign exchange reserves may affect liquidity and interest rates in the I ndian economy,
which could adversely impact our financial condition.
According to a report released by RBI, India's foreign exchange reserves totaled over U.S.$296.6 billion as of
December 28, 2012. Foreign exchange reserves have declined recently and may have adversely affected the
valuation of the Rupee. Further declines in foreign exchange reserves could adversely affect the valuation of the
Rupee and could result in reduced liquidity and higher interest rates that could adversely affect our future
financial performance and the market price of the Equity Shares.
Significant differences exist between I ndian GAAP and other accounting principles, such as U.S. GAAP and
I FRS, which investors may be more familiar with and may consider material to their assessment of our
financial condition.
As stated in the reports of our independent auditors included in this Prospectus, the Company’s financial
statements are prepared and presented in conformity with Indian GAAP which has been consistently applied
during the periods stated, except as provided in such report. No attempt has been made to reconcile any of the
information given in this Prospectus to any other principles or to base it on any other standards. Indian GAAP
differs in certain significant respects from IFRS, U.S. GAAP and other accounting principles and auditing
standards with which prospective investors may be familiar in other countries. If the financial statements of our
Company were to be prepared in accordance with such other accounting principles, our results of operations,

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cash flows and financial position may be substantially different. Prospective investors should review the
accounting policies applied in the preparation of our financial statements, and consult their own professional
advisers for an understanding of the differences between these accounting principles and those with which they
may be more familiar. See “Summary of Significant Differences between Indian GAAP and IFRS”.
Public companies in I ndia, including our Company, may be required to prepare financial statements under
IFRS or a variation thereof, Indian Accounting Standards (“IND AS”). The transition to I ND AS in I ndia is
still unclear and we may be adversely affected by this transition.
Public companies in India, including our Company, may be required to prepare annual and interim financial
statements under IFRS or a variation thereof. The ICAI has released a near-final version of IND AS titled “First-
time Adoption of Indian Accounting Standards”. Further, the MCA has, on February 25, 2011, notified that IND
AS will be implemented in a phased manner and the date of such implementation will be notified at a later date.
As at the date of this Prospectus, the MCA has not notified the date of implementation of IND AS. There is not
yet a significant body of established practice for forming judgments regarding its implementation and
application. Additionally, IND AS has fundamental differences with IFRS and therefore financial statements
prepared under IND AS may be substantially different from financial statements prepared under IFRS. We
cannot assure you that our financial condition, results of operations, cash flow or changes in shareholders’ equity
will not appear materially different under IND AS from that under Indian GAAP or IFRS. As we adopt IND AS
reporting, we may encounter difficulties in the on-going process of implementing and enhancing our
management information systems. We cannot assure you that our adoption of IND AS will not adversely affect
our reported results of operations or financial condition and any failure to successfully adopt IND AS in
accordance with the prescribed timelines may materially and adversely affect our financial position and results
of operations.
Our business and activities may be further regulated by the Competition Act and any adverse application or
interpretation of the Competition Act could materially and adversely affect our business, financial condition
and results of operations.
The Competition Act was enacted for the purpose of preventing practices having an adverse effect on
competition in India and has mandated the CCI to regulate such practices. Under the Competition Act, any
arrangement, understanding or action, whether formal or informal, which causes or is likely to cause an
appreciable adverse effect on competition in India are void and may result in substantial penalties. Any
agreement among competitors which directly or indirectly determines purchase or sale prices, directly or
indirectly results in bid rigging or collusive bidding, limits or controls production, supply, markets, technical
development, investment or the provision of services, or shares the market or source of production or provision
of services in any manner, including by way of allocation of geographical area or types of goods or services or
number of customers in the relevant market or any other similar way, is presumed to have an appreciable
adverse effect on competition in the relevant market in India and shall be void. Further, the Competition Act
prohibits the abuse of dominant position by any enterprise. If it is proved that the contravention committed by a
company took place with the consent or connivance or is attributable to any neglect on the part of, any director,
manager, secretary or other officer of such company, that person shall be guilty of the contravention and may be
punished.
On March 4, 2011, the Government of India notified and brought into force the provisions under the
Competition Act in relation to combinations (the "Combination Regulation Provisions") with effect from June
1, 2011. The Combination Regulation Provisions require that acquisition of shares, voting rights, assets or
control or mergers or amalgamations, which cross the prescribed asset and turnover based thresholds, shall be
mandatorily notified to and pre-approved by the CCI. In addition, on May 11, 2011, the CCI issued the final
Competition Commission of India (Procedure in regard to the transaction of business relating to combinations)
Regulations, 2011. These regulations, as amended, set out the mechanism for implementation of the
Combination Regulation Provisions under the Competition Act. The manner in which the Competition Act and
the CCI affect the business environment in India may also adversely affect our business, financial condition and
results of operations.
We are presently involved in certain legal proceedings under the Competition Act before the Competition
Appellate Tribunal. For details, see “––Our business may be adversely affected due to certain adverse rulings
and penalties imposed by the CCI” and “Legal Proceedings––Proceedings under the Competition Act, 2002
under A – Cases filed against our Company and B – Cases filed against the Subsidiaries”.
We cannot predict the effect on our business of the proposed enactment of the Companies Bill, 2012 (the
“Companies Bill”) in India.

68

In December 2012, the Companies Bill was tabled before, and passed by, the lower house of the Indian
Parliament. The Companies Bill provides, inter alia, for significant changes to the regulatory framework
governing the issue of capital by companies, corporate governance, audit procedures and corporate social
responsibility. The Companies Bill has not yet been tabled before the upper house of the Indian Parliament. The
Companies Bill will require the approval of the upper house of the Indian Parliament, as well as the approval of
the President of India and publication in the Official Gazette before becoming law. There is therefore no
certainty that the Companies Bill will be passed in its current form, or at all. Our business and operations may
be adversely affected and subject to regulatory uncertainty if the legislation is enacted. We have not determined
the impact of this legislation on our business.
RISKS RELATING TO THE EQUITY SHARES
The trading price of the Equity Shares may be subject to volatility and you may not be able to sell your Equity
Shares at or above the I ssue Price.
The trading prices of publicly traded securities may be highly volatile. Factors affecting the trading price of the
Equity Shares include:
variations in our operating results;
announcements of new projects, strategic alliances or agreements by us or by our competitors;
increases and decreases in the Occupancy Rate of our leased properties;
recruitment or departure of key personnel;
favorable or unfavorable reports by a section of the media concerning the real estate industry in general, or
in relation to our business and operations;
misinformation campaigns by any politically motivated groups or by any disgruntled employees not
currently on our rolls;
changes in the estimates of our operating results or changes in recommendations by any securities analysts
that elect to research and report on our Equity Shares;
market conditions affecting the real estate sector and the economy as a whole; and
adoption or modification of regulations, policies, procedures or programs applicable to our business.
In addition, if the stock markets experience a loss of investor confidence, the trading price of the Equity Shares
could decline for reasons unrelated to our business, financial condition or operating results. The trading price of
the Equity Shares might also decline in reaction to events that affect other companies in our industry even if
these events do not directly affect us. Each of these factors, among others, could materially affect the price of
the Equity Shares.
We cannot assure you that the Equity Shares will continue to remain in the Futures and Options (“F&O”)
segment of the stock exchanges and that the daily “price-based circuit breaker” imposed by stock exchanges
in I ndia will not apply to the Equity Shares.
There are two types of circuit breakers applicable to the stocks listed on the Stock Exchanges, namely, (a) a
daily “price-based circuit breaker”, which specifies the band within which the price of a particular stock is
allowed to move freely; and (b) an index based market-wide circuit breaker, which applies to a stock at three
stages of the index movement either way – at 10%, 15% and 20%. While the daily price based circuit breaker is
applicable to a stock depending on whether it is traded on the F&O segment, an index based market-wide circuit
breaker is applicable to all the stocks listed on all the stock exchanges in India. Further, the daily “price-based
circuit breaker” operates independently of the index based market wide circuit breakers imposed by SEBI on
Indian stock exchanges.
Our Equity Shares are traded in the F&O segment and we are, therefore, currently not subject to a daily “price
based circuit breaker” imposed by the Stock Exchanges in India, which does not allow transactions beyond
specified increases or decreases in the price of the Equity Shares. We cannot assure you that the Equity Shares
will continue to remain in the F&O segment and that the daily “price based circuit breaker” will not apply to the
Equity Shares in the future.
However, the index based market-wide circuit breaker system is still applicable to the Equity Shares and these
circuit breakers bring about a coordinated trading halt in trading on all equity and equity derivatives markets
across the country. The breakers are triggered by movements in either Nifty 50 or the Sensex, whichever is
breached earlier. We cannot assure you that the Stock Exchanges will not halt trading due to the index based
market-wide circuit breaker in the future and the closure of, or the stoppage of trading on, the Stock Exchanges
could adversely affect the trading price of the Equity Shares.

69

There is no guarantee that the Equity Shares will be listed on the Indian stock exchanges in a timely manner, or
at all, and prospective investors will not be able to immediately sell their Equity Shares on a Stock Exchange.
In accordance with Indian law and practice, final approvals for listing and trading of the Equity Shares will not
be applied for or granted until after the Equity Shares have been issued and allotted. Such approvals will require
the submission of all other relevant documents authorizing the issuance of our Equity Shares. Accordingly, there
could be a failure or delay in listing the Equity Shares on the Stock Exchanges, which could adversely affect
your ability to sell our Equity Shares.
I nvestors may be subject to Indian taxes arising out of capital gains on the sale of our Equity Shares.
Capital gains arising from the sale of the Equity Shares are generally taxable in India. Any gain realized on the
sale of the 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, or STT, has been paid on the transaction. STT will be levied on and
collected by an Indian stock exchange on which the Equity Shares are sold. Any gain realized on the sale of the
Equity Shares held for more than 12 months by an Indian resident, which are sold other than on a recognized
stock exchange and as a result of which no STT has been paid, will be subject to capital gains tax in India.
Further, any gain realized on the sale of the Equity Shares held for a period of 12 months or less will be subject
to 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 an exemption is provided under a treaty between India and the country of which
the seller is a 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 jurisdictions on gains
arising from a sale of our Equity Shares. For more information, see “Statement of Tax Benefits”. However,
capital gains on the sale of the Equity Shares purchased in the Issue by residents of certain countries will not be
taxable in India by virtue of the provisions contained in the taxation treaties between India and such countries.

70

MARKET PRICE INFORMATION

As of the date of this Prospectus, 1,779,737,494 Equity Shares have been issued and are fully paid up. The
Equity Shares are listed on the BSE and the NSE. As the Equity Shares are actively traded on the BSE and the
NSE, the stock market data has been given separately for each of these Stock Exchanges. Our Equity Shares
have been listed since July 5, 2007 on the BSE and the NSE.

The tables set forth below indicate the high and low prices of the Equity Shares and the volume of trading
activity for the specified periods. The closing prices of the Equity Shares on the BSE and the NSE on March 28,
2013 were ` 234.65 and ` 234.70 per Equity Share, respectively.

The table set forth below indicates the high, low and average prices of the Equity Shares and the volume of
trading activity for the specified periods.

1. The high, low and average market prices of the Equity Shares for the periods indicated are as below:

BSE
Year
ending
March
31,
Date of
High
High
(`)
(1)
Volume on
date of
High
(No. of
Equity
Shares)
(2)
Volume
on date
of High
(In `
million)
Date of
Low
Low
(`)
(1)

Volume on
date of
Low
(No. of
Equity
Shares)
Volume
on date
of Low
(In `
million)
Average
(`)
(1), (3)
Volume
during the
period
(No. of
Equity
Shares)
Volume
during
the
period
(In `
million)
2011 6-Oct-10 392.75 1,071,609 421.17 28-Feb-11 212.05 1,340,334 288.56 297.64 1,183,348 347.88
2012 4-Apr-11 271.55 716,483 194.52 6-Jan-12 174.75 2,767,185 486.53 217.04 1,231,488 263.93
2013 11-Mar-13 285.70 1,400,146 400.02 9-Apr-13 230.00 1,085,457 249.66 256.22 1,122,843 287.70
(Source: www.bseindia.com)

NSE
Year
ending
March
31,
Date of
High
High
(`)
(1)
Volume
on date of
High
(No. of
Equity
Shares)
(2)
Volume
on date
of High
(In `
million)
Date of
Low
Low
(`)
(1)

Volume
on date of
Low
(No. of
Equity
Shares)
Volume
on date
of Low
(In `
million)
Average
(`)
(1), (3)
Volume
during the
period (No.
of Equity
Shares)
Volume
during
the
period
(In `
million)
2011 6-Oct-10 392.80 6,072,594 2,386.80 28-Feb-11 211.85 7,434,539 1,597.99 297.70 5,916,248 1,751.96
2012 4-Apr-11 272.45 4,181,842 1,136.60 6-Jan-12 174.55 10,427,073 1,835.59 217.09 7,116,091 1,526.71
2013 11-Mar-13 286.40 10,179,831 2,915.50 9-Apr-13 230.00 8,234,412 1,893.91 256.27 8,981,320 2,301.68
(Source: www.nseindia.com)

Notes:

(1)
High, low and average prices are of the daily closing prices.
(2)
In case of two days with the same closing price, the date with the higher volume, in terms of number of Equity Shares,
has been considered.
(3)
Average price represents the average of the daily closing prices of each day for each year presented.
2. Monthly high, low and average market prices and trading volumes on the Stock Exchanges for the six
months preceding the date of filing of this Prospectus:

BSE
Month Date of
high
High
(`)
(1)

Volume
on date of
high (No.
of Equity
Shares)
(2)

Volume
on date
of High
(In `
million)
Date of
low
Low
(`)
(1)

Volume on
date of low
(No. of
Equity
Shares)
Volume
on date
of Low
(In `
million)
Average
(`)
(1), (3)

Volume
during the
period
(No. of
Equity
Shares)
Volume
during
the
period
(In `
million)
April 2013 2-Apr-13 255.90 1,349,251 345.27 9-Apr-13 230.00 1,085,457 249.66 242.54 1,086,105 263.43
March
2013 11-Mar-13 285.70 1,400,146 400.02
22-Mar-
13 231.05 1,604,518 370.72 261.34 1,322,100 345.52
February
2013 22-Feb-13 281.00 1,518,579 424.97 15-Feb-13 248.80 997,431 246.76 269.09 1,067,424 288.65
January 31-Jan-13 277.80 1,825,184 504.71 11-Jan-13 230.05 458,980 106.44 249.46 983,483 249.29

71

BSE
Month Date of
high
High
(`)
(1)

Volume
on date of
high (No.
of Equity
Shares)
(2)

Volume
on date
of High
(In `
million)
Date of
low
Low
(`)
(1)

Volume on
date of low
(No. of
Equity
Shares)
Volume
on date
of Low
(In `
million)
Average
(`)
(1), (3)

Volume
during the
period
(No. of
Equity
Shares)
Volume
during
the
period
(In `
million)
2013
December
2012 31-Dec-12 230.50 894,728 206.31 3-Dec-12 210.65 564,598 118.96 221.20 842,564 186.70
November
2012 8-Nov-12 213.75 712,215 150.58
20-Nov-
12 199.65 721,359 145.94 205.43 627,675 129.26
(Source: www.bseindia.com)

NSE
Month Date of
high
High
(`)
(1)

Volume on
date of
high (No.
of Equity
Shares)
(2)

Volume
on date of
High
(In `
million)
Date of
low
Low
(`)
Volume
on date of
low (No.
of Equity
Shares)
Volume
on date
of Low
(In `
million)
Average
(`)
(3)

Volume
during the
period
(No. of
Equity
Shares)
Volume
during
the
period
(In `
million)
April 2013 2-Apr-13 255.80 8,708,890 2,227.73 9-Apr-13 230.00 8,234,412 1,893.91 242.54 8,009,910 1,942.70
March
2013 11-Mar-13 286.40 10,179,831 2,915.50 22-Mar-13 230.95 10,728,234 2,477.69 261.39 10,201,415 2,666.55
February
2013 22-Feb-13 281.45 13,577,503 3,802.08 15-Feb-13 248.70 8,699,350 2,148.92 269.26 9,808,653 2,658.97
January
2013 31-Jan-13 277.60 17,413,601 4,814.63 11-Jan-13 230.45 2,911,277 675.77 249.47 7,454,748 1,894.06
December
2012 31-Dec-12 230.60 6,874,418 1,584.53 3-Dec-12 210.35 4,647,943 978.82 221.14 7,370,412 1,633.69
November
2012 8-Nov-12 214.00 5,237,321 1,108.89 20-Nov-12 199.70 6,226,858 1,261.81 205.44 5,004,807 1,031.21
(Source: www.nseindia.com)

Notes:
(1)
High, low and average prices are of the daily closing prices.
(2)
In case of two days with the same closing price, the date with the higher volume, in terms of number of Equity Shares has
been considered.
(3)
Average Price represents the average of the daily closing prices of each day for each month presented.

3. The market price of our Equity Shares on March 7, 2013, the first working day following the meeting
of our Board approving the Issue was:
Date BSE
Open (`) High (`) Low (`) Close (`) Volume (No. of
Equity Shares)
Volume (in ` million)
March 7, 2013 269.00 280.40 266.15 279.35 2,199,940 606.11
(Source: www.bseindia.com)

Date NSE
Open (`) High (`) Low (`) Close (`) Volume (No. of
Equity Shares)
Volume (In ` million)
March 7, 2013 269.90 280.30 266.30 279.25 14,603,238 4,022.04
(Source: www.nseindia.com)

72

USE OF PROCEEDS

The total proceeds of the Issue will be approximately ` 18,634.24 million. After deducting fees and expenses of
approximately ` 234 million, the net proceeds of the Issue will be approximately ` 18,400 million.

Subject to compliance with applicable laws and regulations, we intend to use the net proceeds of the Issue for,
among other things, the repayment of borrowings, general corporate purposes, working capital requirements and
capital expenditure or such other purpose as the Board of Directors may decide. Subject to the provisions of the
Equity Listing Agreement, the Company will have flexibility in deploying the proceeds.

Pending utilisation of the net proceeds of the Issue post allotment of Equity Shares as described above, the
Company intends to temporarily invest the funds in interest bearing instruments including deposits with banks
and investments in mutual funds and liquid funds.

73

CAPITALISATION STATEMENT

The following table sets forth the Company’s capitalisation and total debt as of December 31, 2012 on the basis
of unaudited condensed consolidated interim financial statements and as adjusted to give effect to the Issue. This
table should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” and our financial information contained in “unaudited condensed consolidated
interim financial statements”.
(` in million)
As of December 31, 2012 As adjusted for the Issue
Shareholders’ funds (Equity)
Share capital
(a)
21,389.3 21,551.4
Reserves and surplus 258,555.3 277,027.5
Share application money pending allotment
(b)
0.0 0.0
Total shareholders’ funds (A) 279,944.6 298,578.9

Debt
Long Term Borrowings 162,156.0 162,156.0
Short Term Borrowings 32,855.0 32,855.0
Other Borrowings
(c)
59,874.2 59,874.2
Total Debt (B) 254,885.2 254,885.2

Total (A+B) 534,829.8 553,464.1

Notes:

(a)
As on December 31, 2012, the total number of options granted by our Company to purchase Equity Shares
pursuant to our Company’s ESOP 2006 is 6,519,656, of which 1,712,310 have vested and 4,807,346 are
outstanding. For further details, see “Board of Directors and Senior Management– Employee Stock Option
Scheme”.
(b)
Rounded off to nil.
(c)
“Other borrowings” represents current maturities of long term borrowings as of December 31, 2012.

There will be no further issue of Equity Shares whether by way of public issue, issue of bonus shares,
preferential allotment, rights issue, qualified institutions placement or in any other manner during the period
commencing from the date of registering the Red Herring Prospectus with the RoC until the Equity Shares
offered in the Issue have been listed on the Stock Exchanges or the Application Amounts are refunded, as the
case may be, including on account of, refusal of the listing of such Equity Shares by the Stock Exchanges.

Pursuant to a resolution of the Finance Committee of the Board of Directors of our Company dated April 12,
2013, our Company has issued secured, redeemable, non-convertible, taxable debentures of the face value of `
50 million each (“NCDs”) aggregating to ` 7,500.0 million (the “2013 NCD Issue”) on a private placement
basis in accordance with the provisions of the Securities and Exchange Board of India (Issue and Listing of Debt
Securities) Regulations, 2008, as amended (the “SEBI Debt Security Regulations”) and applicable provisions
of the Companies Act. The NCDs issued pursuant to the 2013 NCD Issue are listed on the wholesale debt
market segment of NSE.

74

DIVIDENDS

Subject to the provisions of the Companies Act, the Company may declare dividends as recommended by the
Board. Subject to the provisions of the Companies Act, the shareholders of the Company may, through a general
meeting, declare dividends to be paid to the members of the Company.
The dividend paid by the Company in the last three Fiscals is as provided below:
Particulars Fiscal year ended
March 31, 2012
Fiscal year ended
March 31, 2011
Fiscal year ended
March 31, 2010
Face value per Equity Share (In `)
2 2 2
Dividend (In ` Million)
*

3,396.77 3,395.14 3,394.80
Dividend per equity share (In `)
2 2 2
Dividend rate (% to paid up capital) 100 100 100
_______
*
Excluding corporate dividend tax

The amounts paid as dividends in the past are not necessarily indicative of the Company’s dividend policy or
dividend amounts, if any, in the future. Investors are cautioned not to rely on past dividends as an indication of
the future performance of the Company or for an investment in the Equity Shares offered in the Issue. For
further details, see “Risk Factors- Our ability to pay dividends in the future may be affected by any
material adverse effect on our future earnings, financial condition or cash flows.”

75

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with our audited
financial statements as of and for the fiscal years ended March 31, 2010, 2011 and 2012, including the schedules and notes
thereto and the reports thereon, together with our unaudited financial statements as of and for the nine months ended
December 31, 2011 and 2012, including the schedules and notes thereto and the report thereon, which appear in the section
titled “Financial Statements”. The financial statements presented in this Red Herring Prospectus and discussed herein have
been prepared to comply with Indian GAAP, which differs in certain significant respects from IFRS and U.S. GAAP. Unless
stated otherwise, references to the financial statements as of and for the fiscal years ended March 31, 2010 and 2011 are to
the financial statements for those years, prepared and presented in accordance with the format prescribed under the Old
Schedule VI before it was replaced with the Revised Schedule VI. Similarly, references to the financial statements as of and
for the fiscal year ended March 31, 2012 are to the audited financial statements for the year presented in accordance with
the Revised Schedule VI.
Our fiscal year ends on March 31 of each year. Accordingly, all references to a particular fiscal year are to the twelve-
month period ended on March 31 of that year.
The forward looking statements contained in this discussion and analysis are subject to a variety of factors that could cause
actual results to differ materially from those contemplated by such statements. Factors that may cause such a difference
include, but are not limited to, those discussed in “Forward-Looking Statements” and “Risk Factors”.
References to “we”, “us”, “our” and similar terms are references to the Company along with its Subsidiaries, Joint
Ventures, Associates and partnerships on a consolidated basis.
Overview
During the period from 2003 to 2008, the Indian real estate sector witnessed significant growth and demand, led
by increasing affluence and an expanding middle-class with higher levels of disposable income, as well as
increased demand for commercial and retail space from multinational businesses and retail operators. Our
business grew steadily during this period, and we commenced and launched several new commercial, retail and
residential projects and expanded our operations across India, including in areas in and around Chennai,
Bengaluru, Hyderabad, Kolkata and Chandigarh, in addition to the Delhi Metropolitan Region and Gurgaon.
Following our initial public offering and listing on the BSE and the NSE in 2007, we sought to diversify our
operations into areas such as hospitality, wind power, SEZs and insurance.
In Fiscal 2009, the Indian economy started feeling the impact of the global financial crisis. This led to an
increase in interest rates and a shortage of affordable credit, accompanied by inflationary pressures. These
factors have had an adverse effect on the Indian real estate sector as a whole. The period of activity prior to the
financial crisis had seen a build up of large quantities of oversupply in the Indian real estate market, across the
commercial leasing, retail leasing and residential housing sectors and this, combined with a lack of liquidity,
high interest rates and investor uncertainty, resulted in reduced demand and downward pressure on prices for
properties as well as a reduction in the volume of leasing and lease income. The outlook towards the Indian real
estate sector changed significantly during this period and stricter provisioning and risk weightage norms adopted
by banks resulted in a lack of affordable financing for the sector. As a consequence, our business was adversely
affected by lower revenues and cash flows, on the one hand, and higher input and financing costs, on the other.
In order to effectively respond to the adverse effects of the macro-economic situation and in order to stabilize
our business, we restructured our businesses into two business streams – the Development Business and the
Lease Business, and integrated the operations of Caraf and its subsidiaries, including DAL, with our Lease
Business in Fiscal 2010 (the “Caraf Transaction”). See “Our Business––Our Operations”. This resulted in a
substantial consolidation of our lease properties and provided us with relatively stable cash flows from lease
income. Further, we implemented a strategy of focusing on our core business of real estate development and
leasing, while seeking to unlock the value of non-core assets that involved long gestation projects with no
immediate development plans as well as non-strategic businesses, the monetization of which we believe will not
impair the growth of our core business over the long-term. We commenced a process of divesting our interests
in certain non-core assets and businesses, which is on-going. See “Our Business––History and Recent
Developments”. We also sought to improve our overall debt profile and reduce the cost of our long term debt
during this period.
The increased focus on our core business contributed to our revenue growth from Fiscal 2010. In Fiscal 2010,
our sales and other income amounted to `78,509.0 million, which grew by 29.2% to `101,444.4 million in
Fiscal 2011 and further by 0.8% to `102,238.5 million in Fiscal 2012. However, even as we took measures to
counter the adverse factors of the recession and stabilize our business, our expenditures have continued to

76

increase, with substantial increases in input costs during Fiscal 2011 and Fiscal 2012. Further, economic
conditions in Fiscal 2012 and the nine month period ended December 31, 2012 have continued to be
challenging. On account of successive hikes in the bank rate by the Reserve Bank of India between March 2010
and October 2011, and the lack of any significant reductions thereafter, we have experienced a continued
increase in our finance costs during this period. Our average cost of debt has continued to increase from 11.3%
at the end of Fiscal 2011 to 12.7% at the end of Fiscal 2012. As a result, our net profit has seen a downward
trend, declining from `17,198.3 million in Fiscal 2010 to `16,396.1 million in Fiscal 2011 and further to
`12,008.2 million in Fiscal 2012. Our sales and other income for the nine month period ended December 31,
2012 amounted to `67,769.5 million, while our net profit for this period was `7,161.1 million.
We are now seeking to concentrate on certain key geographic markets, and to achieve a suitable product and
price combination in these markets. We are also investing in the development of supporting urban infrastructure
in certain select, strategic locations to ensure the high quality of our developments. We believe that our strength
lies in our ability to consolidate and exploit our Land Reserves and to execute large-scale real estate
development projects in the commercial, retail and residential spaces. We believe that certain of our strategically
located land parcels have high embedded value and our projects, when developed on such land parcels, will
command a relative premium. Our current strategy is aimed at utilizing these strengths, with the target of
developing our core business, rationalizing our costs and reducing our levels of indebtedness. However, as we
seek to focus on our core business, we face several challenges, including an uncertain regulatory and taxation
environment.
As we continue to implement our strategies, our financial condition at the end of Fiscal 2012 and the nine month
period ended December 31, 2012 reflects the on-going effect of the above economic and business factors. Our
aggregate Net Debt amounted to `214,199.6 million, `226,997.2 million and `214,330.1 million as of March 31,
2011, March 31, 2012 and December 31, 2012, respectively. Moreover, we believe that demand conditions in
the real estate sector are exhibiting early signs of improvement, and signs of declining interest rates as well as
renewed activity in the lending and public capital markets are expected to ease funding pressures. As we
continue to build on our core business of real estate development and leasing and streamline our restructured
organization structure, we believe that we are well placed to achieve our targets of reducing our overall
indebtedness, executing our real estate development and leasing operations and taking advantage of a potential
revival in economic growth and its resultant positive effects on the real estate sector.
Factors Affecting Our Financial Condition and Results of Operations
General economic conditions in India and the availability of real estate financing
We derive substantially all of our revenues from operations in India and consequently, our performance and
growth is dependent on the state of the overall Indian economy and the Indian regulatory framework. The Indian
economy has shown signs of slowdown in growth over the last several years, with real GDP growth rate
decreasing to 6.2% in the year ended March 31, 2012 from 6.7% in the year ended March 31, 2011, 7.4% in the
year ended March 31, 2010 and 9.3% in the year ended March 31, 2009. Further, India’s GDP growth rate for
Fiscal 2013 is expected to fall further to 5.5%.
The recent global financial crisis and the effects of the recent debt crisis in the European Union continue to be a
cause of concern despite concerted efforts to contain the adverse impact of these events on global economic
recovery. A failure to successfully implement recovery solutions may lead to significant disruptions in the global
credit market, which could have a significant adverse impact on the availability of credit and the confidence of
the financial markets, globally as well as in India.
Any adverse impact of global and Indian economic conditions will hinder our ability to raise financing for the
execution of our projects. Stricter provisioning and risk weightage norms imposed by the RBI on real estate
financing by banks and NBFCs have in the past affected, and may continue to affect, the availability of funds to
real estate developers. Further, Indian companies in the real estate sector are generally not permitted to borrow
funds from overseas banks or lending institutions on account of certain restrictions imposed by the RBI under
the FEMA. Our ability to raise new financing or refinance existing debt on acceptable terms will have a material
effect on our financial condition and results of operations.
Recent trends in the real estate sector in India
The Indian real estate sector is currently facing challenging conditions, amidst an overall slowdown in economic
growth in India. Oversupply and a lack of sustained economic activity in some regions have led to an overall
decline in volumes of sales, as well as pricing. Further, governmental policy inertia has led to a significant
reduction in volumes as approvals and licenses for projects have not been forthcoming or have been delayed.

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The overall demand in the residential sector has witnessed muted growth. High mortgage rates and increasing
inflation continued to affect affordability and demand in this sector. Rising interest rates affect a prospective
customer’s ability to obtain affordable financing for purchase of our properties, particularly the purchase of
completed residential developments.
The commercial leasing business has been marked by an oversupply in key geographies as well as a slowdown
of demand on account of reduction or deferment of expansion and investment plans by companies, particularly
those in the IT and ITeS sector as well as the BFSI sector, primarily due to adverse macro-economic conditions
both nationally and globally. This has resulted in a decline in average lease income in certain geographies.
However, we expect the anticipated revival in economic growth to result in increased demand for commercial
office spaces.
The retail leasing segment has seen a marginal improvement in the last year, as existing oversupply was
gradually absorbed and certain regions recorded a marginal improvement in lease income. We expect
improvement in the demand for retail real estate developments on account of factors such as scope for
penetration of organized retail in India, relaxation of norms for FDI in multi-brand and single-brand retail
trading and absorption of existing supply of retail space in the key geographical markets that we currently focus
on. Further, with the anticipated increase in presence of overseas retailers, we expect Indian retailers to revive
their expansion and investment plans.
The guidance note on accounting for real estate transactions
The Guidance Note on Accounting for Real Estate Transactions (Revised 2012) was issued by the Institute of
Chartered Accountants of India (“ICAI”) on February 11, 2012 (the “Guidance Note on Accounting for Real
Estate Transactions”) and is applicable to all projects in real estate which commenced on or after April 1, 2012
and also to projects which have already commenced but where revenue is being recognized for the first time on
or after April 1, 2012.
The Guidance Note on Accounting for Real Estate Transactions provides that the percentage of completion
method, or the “POC Method”, for revenue recognition is applied when the outcome of a real estate project can
be estimated reliably when all of the following conditions are satisfied:
(a) total project revenues can be estimated reliably;
(b) it is probable that the economic benefits associated with the project will flow to the enterprise;
(c) the project costs to complete the project and the stage of project completion at the reporting date can be
measured reliably; and
(d) the project costs attributable to the project can be clearly identified and measured reliably so that actual
project costs can be compared with prior estimates.
“Project Costs” are defined in the Guidance Note on Accounting for Real Estate Transactions as comprising:

(a) the cost of land and the cost of development rights;
(b) borrowing costs (which are incurred directly in relation to a project or which are apportioned to a project);
and
(c) construction and development costs (which include costs that relate directly to the specific project and costs
that may be attributable to project activity in general and can be allocated to the project).
In addition, the Guidance Note on Accounting for Real Estate Transactions provides for a “rebuttable
presumption” that the outcome of a real estate project can be estimated reliably and that revenue should be
recognized under the POC Method when a reasonable level of development is achieved. A reasonable level of
development is achieved if:
(a) all critical approvals necessary for the commencement of the project have been obtained (including
environmental and other clearances, approval of plans, designs, etc., title to land or other rights to
development/construction and change in land use);
(b) the expenditure incurred on construction and development costs is not less than 25%;
(c) at least 25% of the saleable project area is secured by contracts or agreements with buyers; and
(d) at least 10% of the total revenue as per the agreements of sale or any other legally enforceable documents
are realized at the reporting date in respect of each of the contracts and it is reasonable to expect that the
parties to such contracts will comply with the payment terms as defined in the contracts.
Accordingly, the Guidance Note on Accounting for Real Estate Transactions provides that when the outcome of
a real estate project can be estimated reliably and the conditions (as set out above) are satisfied, project revenue
and project costs associated with the real estate project should be recognized as revenue and expenses by

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reference to the stage of completion of the project activity at the reporting date. The project costs which are
recognized in the statement of profit and loss by reference to the stage of completion of the project activity are
matched with the revenues recognized resulting in the reporting of revenue, expenses and profit which can be
attributed to the proportion of work completed.
Pursuant to the requirements of the Guidance Note on Accounting for Real Estate Transactions, we have applied
the new basis for determination of the reasonable level of development as mentioned above for all projects
where revenues are recognized for the first time on or after April 1, 2012 (the “Revised Revenue Recognition
Method”), and will apply this basis for new projects going forward. For projects that commenced on or prior to
March 31, 2012 and where revenue recognition had commenced on or prior to that date, a reasonable level of
development is considered to have occurred when the project costs (including the cost of land) incurred were
30% or more of the total estimated project cost (the “Old Revenue Recognition Method”).
Under the Revised Revenue Recognition Method, in order for us to recognize revenues from our new projects,
we require:

(a) all key approvals necessary for the commencement of the project to have been obtained (including
environmental and other clearances, approval of plans, designs, etc., title to land or other rights to
development/construction and change in land use);
(b) at least 25% of the construction and development costs (including borrowing costs related to construction
and development, but excluding the cost of land) to have been incurred;
(c) at least 25% of the saleable project area to be secured by contracts or agreements with buyers; and
(d) at least 10% of the total revenue to be realized at the reporting date as per the agreements of sale or any
other legally enforceable documents.
As of December 31, 2012, we have applied the Revised Revenue Recognition Model in relation to our Sky
Court project, and will also apply it to our other projects in the future. However, in relation to projects for which
we had commenced revenue recognition on or prior to March 31, 2012 under the Old Revenue Recognition
Method, any Saleable Area added to such projects will continue to be governed by the Old Revenue Recognition
Method.
Accordingly, we may recognize revenue from certain projects in the future in a manner that is different from that
for projects where revenue recognition had commenced on or prior to March 31, 2012. This may result in
delayed recognition of revenues for certain projects compared to the projects for which revenue would continue
to be recognized under the Old Revenue Recognition Method.
Revenue recognition and progress of construction and development
Our revenue recognition is based on the type of development and the number of projects that are under
execution during a particular period and those that qualify for revenue recognition in accordance with our
accounting policy. For the properties we intend to sell, we follow the POC Method of revenue recognition.
Under this method, our revenue from sales depends upon the volume of bookings we are able to obtain for our
developments as well as the progress of construction of our projects. Our bookings depend upon our ability to
identify suitable types of developments that will meet customer preferences and market trends, and to market
our projects. Further, our ability to recognize revenue and profits also depends on our customers paying us the
remaining amounts due under contract, after the payment of initial deposit.
The POC Method is applicable to developments that we intend to sell and for which we have entered into a sale
agreement prior to completion of construction; it is not applicable to developments that we intend to lease.
Accordingly, for projects to which the POC Method of revenue recognition is applicable, the faster we are able
to construct and execute our projects, the sooner we can commence recognition of revenue. The extent of
revenue recognition is also dependent on the volume of sales. This may result in uneven distribution of our
revenues.
Further, we recognize revenues based on estimated costs and it is not certain whether these estimates will
require further adjustments based on the actual cost incurred with respect to a particular project. 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 revenue recognition.
The time it takes to develop a project varies depending on a variety of factors, including the size of a project. We
typically aim to develop and sell our projects within 48 to 60 months from the time the projects are launched.
The rate of construction progress depends on various factors, including the availability of labor and raw
materials, the prompt receipt of regulatory clearances, access to utilities such as electricity and water, and the

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absence of contingencies such as litigation (including adverse title claims) and adverse weather conditions.
These factors may cause significant fluctuations in our revenues from period to period.
A combination of the factors discussed above may result in significant variations in our revenues and profits,
and our financial position in a particular period may not accurately reflect our level of activity in that period.
Similarly, our level of activity for a particular period may not accurately reflect our financial position in that
period.
Construction and labor costs
Construction costs include the cost of raw materials, such as steel, cement, mechanical, electrical, plumbing and
finishing materials as well as payments to construction contractors. Material prices, can be volatile and are
subject to factors affecting the Indian and international commodity markets that are beyond our control,
including general economic conditions, competition, production levels, transportation costs and import duties.
The prices of steel, cement and other inputs have remained volatile in the past three years. The availability and
cost of labor also affects our business. The timing and quality of construction of the projects we develop
depends on the availability and skill of contractors, their manpower and consultants, as well as contingencies
affecting them, including labor and raw material shortages and industrial action such as strikes and lockouts.
Further, our ability to develop a project within the intended timeframe, at the intended cost and up to the
appropriate standard of quality is dependant on the satisfactory performance of our contractors.
Variations in prices for our properties
The prices of our properties are determined principally by market forces of supply and demand. We typically
price our sales and lease properties by reference to market rates for similar types of properties in their locality
and the type of amenities and infrastructure provided by us in those projects. The sales and rental prices of our
properties therefore depend on the location, number, square footage and mix of properties we sell or rent during
each financial period, and on prevailing market supply and demand conditions at the time we complete
development of our real estate projects. Supply and demand conditions in the real estate market in the areas in
which we operate, and hence the prices we may charge for our properties, are affected by various factors outside
our control, including prevailing economic, income and demographic conditions, interest rates available to
clients requiring financing, the availability of comparable properties completed or under construction, changes
in governmental policies relating to zoning and land use, changes in applicable regulatory framework, and
competition from other real estate development firms.
Ability to secure new tenancies and renew existing lease arrangements in relation to commercial and retail
developments
We earn income from the lease of commercial and retail properties, and from providing utilities and facility
management services to our tenants.
We have historically targeted, and will continue to target, large multinational and Indian corporates and retailers.
Our growth and success will therefore depend on our ability to anticipate the future needs and expansion plans
of potential tenants, the provision of high quality office and retail space to attract and retain tenants who are
willing and able to pay rent at suitable levels that we determine as well as the supply of, and lease income for,
similar properties in such areas.
General economic conditions may adversely affect the financial stability of our tenants and prospective tenants
and the demand for our commercial and retail real estate. Companies in the IT and ITeS industries constitute a
significant proportion of our commercial tenant base. Any adverse effects on the IT and ITeS sectors in India or
the SEZ/IT park regulations and fiscal incentives or on the outsourcing industry may have a negative impact on
our operations.
Cost of finance
The real estate development business is capital intensive and requires us to incur high levels of indebtedness. As
a result, the cost of finance forms a significant proportion of our expenditure.
In Fiscal 2010, our finance charges amounted to `11,100.4 million, or 14.1% of our sales and other income,
mainly comprising interest of `5,370.5 million on term loans, while in Fiscal 2011, we incurred finance costs of
`17,056.2 million, or 16.8% of our sales and other income, mainly comprising interest of `10,802.7 million on
term loans. In Fiscal 2012 and the nine month period ended December 31, 2012, we incurred finance costs of
`22,464.8 million and `17,258.7 million, or 22.0% and 25.5%, respectively, of our sales and other income

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during these periods. Our finance costs during these periods largely consisted of interest charges on term loans
of `17,244.5 million and `12,693.2 million, respectively.
Our finance costs are a function of our level of indebtedness, the applicable interest rates the proportion of total
interest capitalized on projects under progress, and are therefore subject to our ability to access affordable
sources of finance and manage our overall indebtedness. Our average cost of debt has continued to increase
from 11.3% at the end of Fiscal 2011 to 12.7% at the end of Fiscal 2012. Our average cost of debt as of
December 31, 2012 ranged between 12.5% and 13.0%. Although we have incurred increased borrowing costs in
recent financial periods as the RBI continued to maintain a cautious monetary stance, we expect that interest
rates will continue to decline in the future and we will continue to seek to reduce our overall indebtedness and
finance costs to the extent possible. See “Our Business––Strategy––Reduce debt and rationalize costs”.
Government policies including taxes and duties
We are liable to pay income tax in India in accordance with the provisions of the I.T. Act. In addition, we are
also subject to certain service tax, customs duties and other taxes, duties and surcharges introduced on a
permanent or temporary basis from time to time. We believe that we are entitled to certain tax and policy
benefits. For example, we believe that four SEZs that we currently operate at Chennai, Gurgaon and Hyderabad
are entitled to certain benefits such as (a) an income tax holiday for any consecutive period of 10 years which
can be used anytime during the first 15 years of operation from the date of the notification of the SEZ under
section 80IAB of the I.T. Act; (b) service tax exemptions on input services and central sales tax benefits; (c)
customs duty and excise duty benefits; and (d) stamp duty concessions. In addition, our business also benefits
from various tax benefits such as those provided under Sections 80IA and 54EC of the I.T. Act. For further
details, see “Statement of Tax Benefits”.
However, the Indian tax authorities may have a contrary view with respect to our entitlement to these tax
holidays and exemptions which, while inconsistent with our interpretation, could result in the non-availability of
such tax holidays or exemptions, and may lead to adjudication proceedings. As a result, we may be required to
pay the amounts in relation to the claimed tax benefits to the relevant tax authorities. We received an assessment
order in May 2012 for the AY 2009-10 from the income tax authorities, raising a demand of `4,573.9 million,
out of which `3,552.4 million pertains to demand on account of disallowance of SEZ profits. Similar
disallowances of SEZ profits were made against us between 2010 and 2011 by the income tax authorities
demanding payment of additional taxes of `10,319.0 million for the AY 2009-10 and `16,434.2 million for AY
2008-09. We have filed appeals before the relevant appellate tax authorities against these assessment orders, and
based on the advice received from independent tax experts, we believe that the demand for payment of
additional tax under these assessment orders will not be sustained on completion of the appellate proceedings.
Accordingly, we have not made any provisions for these demands in our consolidated financial statements. See
“Legal Proceedings––Income tax proceedings”.
In addition, the central and state tax scheme in India is extensive and subject to change from time to time. Any
adverse changes in these laws, regulations or policies, particularly statutes related to property tax, service tax or
stamp duty, or an adverse change in their interpretation and application, may result in an increase in our
expenses. In addition, in the past, certain laws have been enacted in India with retrospective effect, and we may
be required to revise our strategies and plans in order to comply with such changes. See “Risk Factors—
Regulations governing taxes and duties affecting the real estate sector in India, as well as the interpretation and
application of such regulations, are subject to change”.
Future restructuring transactions
Under the terms of the Caraf Transaction, the Caraf Promoters were issued 159,699,999 fully paid-up 9%
compulsorily convertible preference shares (the “CCPS”) by DCCDL, which upon conversion into equity
shares would constitute 40.0% of the post-conversion issued and paid-up capital of DCCDL on a fully diluted
basis. See “Our Business––Our Operations” for more details. The terms of the CCPS require that the right of
conversion should be exercised by the Caraf Promoters, in one or more tranches, on or before March 18, 2015.
No dividends will be payable on the CCPS to the extent they are converted by the Caraf Promoters into equity
shares of DCCDL. However, to the extent the Caraf Promoters decide to convert their CCPS into equity shares
of DCCDL, they will own up to 40.0% of the diluted equity ownership of DCCDL, and accordingly, we will be
required to adjust for a minority interest of up to 40.0% of the consolidated profits of DCCDL while preparing
our consolidated financial statements. See “Risk Factors—Certain restructuring transactions may reduce our
share in the results of operations of DCCDL”.
Sales of non-core businesses

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The divestment by us of our non-core businesses or non-strategic businesses, as part of our strategy to focus on
our core real estate development and renting businesses has contributed to our financial performance in recent
years. We intend to continue to deploy the proceeds realized from such sales to reduce our debt.
We commenced the divestment process in Fiscal 2010. Against an initial target of `100,000.0 million that we
had set internally at the end of Fiscal 2011, we were able to realize cumulative proceeds of `48,410.0 million
until Fiscal 2012 from the divestment of non-core assets and businesses. Subsequently, we realized proceeds of
`31,600.0 million during the nine month period ended December 31, 2012 from the divestment of non-core
assets and businesses. We intend to realize a sizeable portion of the remaining amount from certain divestments
in the foreseeable future. Further, we are currently in discussions with prospective buyers for the sale of our
wind energy undertaking in Karnataka with an aggregate capacity of 11.2 MW. In addition, the terms of the
share purchase agreement pursuant to which we sold a portion of our shareholding in the Noida IT Park JV to
IDFC Limited require it to purchase our remaining shareholding in proportion to the occupancy rate for this
property.
Changes in Presentation of Financial Statements with Effect from April 1, 2011
Introduction and Impact
Pursuant to Notification S.O. 447(E) dated February 28, 2011, the Old Schedule VI was replaced with the
Revised Schedule VI which significantly changes the presentation of, and disclosure made in, the financial
statements of Indian companies. Accordingly, we have modified the manner in which we present our financial
statements as of and for the fiscal year ended March 31, 2012 so that the presentation of our financial statements
is consistent with the Revised Schedule VI, which became applicable to us during Fiscal 2012. In connection
with this exercise, we have also reclassified our financial statements as of and for the financial year ended
March 31, 2011 in accordance with the New Schedule VI so as to provide comparability with our financial
statements as of and for the financial year ended March 31, 2012. Our historical audited financial statements for
Fiscal 2011 and Fiscal 2010 are discussed under “Results of Operations for Fiscal 2011 compared to Fiscal
2010, based on our statement of profit and loss for the respective fiscal years that was prepared in accordance
with the Old Schedule VI” have been presented in accordance with the Old Schedule VI.
The adoption of the Revised Schedule VI does not impact the recognition and measurement principles followed
for the preparation of our financial statements. However, it does have a significant impact on the presentation of,
and disclosure made in, our financial statements, particularly with respect to the presentation of the statement of
assets and liabilities. Going forward, for financial periods ending subsequent to March 31, 2012, we will be
presenting our financial statements in accordance with the Revised Schedule VI.
This discussion below in this section compares our financial position and results of operations:
(a) as of and for the nine months ended December 31, 2011 and 2012, based on the unaudited financial
statements for the nine months ended December 31, 2012, prepared and presented in accordance with
Accounting Standard 25 “Interim Financial Reporting” notified pursuant to the Companies (Accounting
Standards) Rules, 2006, as amended;
(b) as of and for the financial years ended March 31, 2012 and 2011 based on the audited financial statements
for Fiscal 2012, prepared and presented in accordance with the Revised Schedule VI; and
(c) as of and for the financial years ended March 31, 2011 and 2010, based on the audited financial statements
for Fiscal 2011, prepared and presented in accordance with the Old Schedule VI.
Key Changes
Some of the significant changes to the presentation and disclosure of information in our statement of assets and
liabilities as of March 31, 2012 as a result of the introduction of the Revised Schedule VI are as follows:
(a) all line items that relate to our assets, i.e., fixed assets, investments, loans and advances and current assets
were reclassified into current (short-term) and non-current (long term) assets; and
(b) all line items that relate to our liabilities, i.e., borrowings, provisions and current liabilities were reclassified
into current (short-term) and non-current (long term) liabilities.
There are no significant changes to the presentation and disclosure of information in our statement of profit and
loss for the financial year ended March 31, 2012 as a result of the introduction of Revised Schedule VI.
Critical Accounting Policies

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Use of estimates
The preparation of consolidated financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent liabilities on the date of the consolidated financial statements and the
results of operations for the reporting periods. Although these estimates are based upon management’s
knowledge of current events and actions, actual results could differ from those estimates and revisions, if any,
are recognized in the current and future periods.
Tangible assets, capital work-in-progress and depreciation/amortization
Fixed assets (gross block) are stated at historical cost less accumulated depreciation and impairment, if any. Cost
comprises the purchase price and any attributable cost of bringing the asset to its working condition for its
intended use.
Building/specific identifiable portions of building, including related equipment are capitalized when the
construction is substantially complete or upon receipt of the occupancy certificate, whichever is earlier.
In respect of certain overseas hotel properties that have commenced commercial operations, are stated in the
balance sheet at their revalued amounts, less any subsequent accumulated depreciation and subsequent
accumulated impairment losses. Revaluations are performed with sufficient regularity such that the carrying
amount does not differ materially from that which would be determined using fair values at the balance sheet
date. Any revaluation increase arising on the revaluation of such hotel properties is credited to the revaluation
reserve.
Capital work-in-progress (including intangible assets under development) represents expenditure incurred in
respect of capital projects/intangible assets under development and is carried at cost. Cost includes land, related
acquisition expenses, development/construction costs, borrowing costs capitalized and other direct expenditure.
Depreciation on fixed assets (including buildings and related equipment rented out and included under current
assets as inventories) is provided on a straight line method, at the rates and in the manner prescribed in Schedule
XIV to the Companies Act, 1956, or based on the estimated useful lives of assets, whichever is higher, as
applicable.
The useful lives as estimated by the management are as follows:
Description Estimated useful life (years)
Leasehold land Over the effective term of the lease
Buildings 25-62
Plant and machinery 4-20
Computers and software 2-6
Furniture and fixtures 10-15
Office equipment 8
Vehicles 2-10

(i) Depreciation on revalued properties of certain overseas hotel properties is charged to statement of profit
and loss. On subsequent sale or retirement of a revalued property, the attributable revaluation surplus
remaining in the revaluation reserve is transferred directly to reserves and surplus.
(ii) Leasehold lands under perpetual lease are not amortized. The leasehold lands, other than perpetual lease,
are amortized on a time proportion basis over their respective lease periods.
Goodwill
The difference between the cost of investment to the Group in Subsidiaries and Joint Ventures and the
proportionate share in the equity of the investee company as at the date of acquisition of stake is recognized in
the consolidated financial statements as goodwill or capital reserve, as the case may be.
Investments
Investments are classified as non-current or current, based on management’s intention at the time of purchase.
Investments that are readily realizable and intended to be held for not more than a year are classified as current
investments. All other investments are classified as non-current investments.
Trade investments are the investments made for or to enhance the Company’s business interests.

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Current investments are stated at lower of cost and fair value determined on an individual investment basis.
Non-current investments are stated at cost and provision for diminution in their value, other than temporary, is
made in the financial statements.
Profit/loss on sale of investments is computed with reference to the average cost of the investment. In respect of
our life insurance business, investments are made in accordance with the Insurance Act, 1938 and Insurance
Regulatory & Development Authority (Investment) Regulations, 2000. These investments are recorded at cost
on date of purchase including brokerage and statutory levies.
Inventories
Inventories are valued as under:
(i) Land and plots other than area transferred to constructed properties at the commencement of construction
are valued at lower of cost/approximate average cost as re-valued on conversion to stock and net
realizable value. Cost includes land (including development rights) acquisition cost, borrowing cost,
estimated internal development costs and external development charges.
(ii) Constructed properties other than Special Economic Zone (SEZ) projects includes the cost of land
(including development rights and land under agreements to purchase), internal development costs,
external development charges, construction costs, overheads, borrowing cost, development/ construction
materials, and is valued at lower of cost/estimated cost and net realizable value.
(iii) In case of SEZ projects, constructed properties include internal development costs, external development
charges, construction costs, overheads, borrowing cost, development/construction materials, and is valued
at lower of cost/estimated cost, and net realizable value.
(iv) Development rights represent amount paid under agreement to purchase land/development rights and
borrowing cost incurred by the Company to acquire irrevocable and exclusive licenses/development
rights in identified land and constructed properties, the acquisition of which is at an advanced stage.
Revenue Recognition
(i) Revenue from constructed properties:
(a) Revenue from constructed properties, other than SEZ projects, is recognized on the “percentage of
completion method”. Total sale consideration as per the duly executed, agreements to sell/application
forms (containing salient terms of agreement to sell), is recognised as revenue based on the percentage of
actual project costs incurred thereon to total estimated project cost, subject to such actual cost incurred
being 30% or more of the total estimated project cost. Estimated project cost includes cost of land/
development rights, borrowing costs, overheads, estimated construction and development cost of such
properties. The estimates of the saleable area and costs are reviewed periodically and effect of any
changes in such estimates is recognised in the period in which such changes are determined. However,
when the total project cost is estimated to exceed total revenues from the project, loss is recognised
immediately.
In February 2012, the ICAI issued the Real Estate Accounting Guidance Note, which is applicable to all
projects commenced on or after April 1, 2012 or where the revenue on the existing projects is not
recognized until March 31, 2012. The Real Estate Accounting Guidance Note prescribes certain
conditions that are to be met before a company can recognize revenues in respect of its real estate
projects. As of December 31, 2012, the Real Estate Accounting Guidance Note was applicable in relation
to our Sky Court project. However, as the applicable conditions for recognition of revenue had not been
met as yet in relation to this project, no revenues have been recognised by us in relation to the project.
(b) For SEZ projects, revenue from development charges is recognized on the percentage of
completion method in accordance with the terms of the Co-developer Agreements/ Memorandum of
Understanding (‘MOU’), read with addendum, if any. The total development charges is recognised as
Revenue on the percentage of actual project cost incurred thereon to total estimated project cost, subject
to such actual cost incurred being 30% or more of the total estimated project cost. The estimated
project cost includes construction cost, development and construction material, internal development
cost, external development charges, borrowing cost and overheads of such project. Revenue from
Lease of land pertaining to such projects is recognised in accordance with the terms of the Co-
developer Agreements / MOU on accrual basis.

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(ii) Sale of land and plots (including development rights) is recognised in the financial year in which the
agreement to sell/ application forms (containing salient terms of agreement to sell) is executed. Where the
Company has any remaining substantial obligations as per the agreements, revenue is recognised on the
percentage of completion method of accounting, as per (i)(a) above.
(iii) Sale of development rights is recognized in the financial year in which the agreements of sale are
executed and there is no uncertainty in the ultimate collections.
(iv) Revenue from wind power generation is recognised on the basis of actual power sold (net of reactive
energy consumed), as per the terms of the power purchase agreements entered into with the respective
purchasers.
(v) Income from interest is accounted for on time proportion basis taking into account the amount
outstanding and the applicable rate of interest.
(vi) Dividend income is recognised when the right to receive is established by the reporting date.
(vii) Share of profit/ loss from firms in which the Company is a partner is accounted for in the financial year
ending on (or immediately before) the date of the balance sheet.
(viii) Rent, service receipts and interest from customers under agreement to sell is accounted for on accrual
basis except in cases where ultimate collection is considered doubtful.
(ix) Sale of Certified Emission Reductions (“CERs”) and Voluntary Emission Reductions (“VERs”) is
recognised as income on the delivery of the CERs/VERs to the customer’s account and receipt
of payment.
(x) During the period, the Company re-assessed its accounting policy in respect of accruals for Timely
Payment Rebate (“TPR”) to customers, and with effect from April 1, 2012, the Company has decided to
recognize the entire liability for the same upon fulfilment by the respective customers of their complete
obligations to receive the TPR as set out in the agreement to sell, as against the previous policy of
recognizing these liabilities upon the Company’s formal acknowledgment of the TPR to the customer.
Management is of the opinion that this change has resulted in a more representative presentation of the
financial obligations of the Company with respect to TPRs.
Had the Company continued to follow the previous accounting policy with respect to accrual for TPRs,
our revenues and net profit for the nine month period ended December 31, 2012 would have been higher
by `684.9 million and `447.0 million, respectively.
Cost of revenues
(i) Cost of constructed properties other than SEZ projects, includes cost of land (including cost of
development rights/land under agreements to purchase), estimated internal development costs, external
development charges, cost of development rights, construction and development cost, borrowing cost,
construction materials, which is charged to the statement of profit and loss based on the percentage of
revenue recognized as per the relevant accounting policy, in consonance with the concept of matching
costs and revenue. Final adjustment is made on completion of the applicable project.
For SEZ projects, cost of constructed properties includes estimated internal development costs, external
development charges, construction and development cost, borrowing cost, construction materials, which
is charged to the statement of profit and loss based on the percentage of revenue recognized as per the
relevant accounting policy, in consonance with the concept of matching costs and revenue. Final
adjustment is made on completion of the applicable project.
(ii) Cost of land and plots includes land (including development rights), acquisition cost, estimated internal
development costs and external development charges, borrowing cost which is charged to the statement
of profit and loss based on the percentage of land/plotted area in respect of which revenue is recognized
as per the relevant accounting policy to the saleable total land/plotted area of the scheme, in consonance
with the concept of matching cost and revenue. Final adjustment is made on completion of the specific
project.
Borrowing costs
Borrowing costs that are attributable to the acquisition and/or construction of qualifying assets are capitalized as
part of the cost of such assets, in accordance with Accounting Standard 16 “Borrowing Costs”. A qualifying
asset is one that necessarily takes a substantial period of time to get ready for its intended use. Capitalization of

85

borrowing costs is suspended in the period during which the active development is delayed due to, other than
temporary, interruption. All other borrowing costs are charged to the statement of profit and loss as incurred.
Taxation
Tax expense comprises current income tax and deferred tax and is determined and computed at the standalone
entity level. Current income tax is measured at the amount expected to be paid to the tax authorities in
accordance with the I.T. Act and in the overseas branches/companies as per the respective tax laws. Deferred
income tax reflects the impact of current year timing differences between taxable income and accounting
income for the year and reversal of timing differences of earlier years. Deferred tax is measured based on the tax
rates and tax laws enacted or substantively enacted at the balance sheet date. Deferred tax assets and deferred
tax liabilities across various countries of operation are not set off against each other as the Company does not
have a legal right to do so. Deferred tax assets are recognized only to the extent that there is reasonable certainty
that sufficient future taxable income will be available against which such deferred tax assets can be realized. In
situations, where the Group entity has unabsorbed depreciation or carry forward tax losses, deferred tax assets
are recognized only if there is virtual certainty supported by convincing evidence that they can be realized
against future taxable profits.
At each balance sheet date, the Group reassesses unrecognized deferred tax assets. It recognizes unrecognized
deferred tax assets to the extent that it has become reasonably certain, as the case may be, that sufficient future
taxable income will be available against which such deferred tax assets can be realized.
Lease transactions
(a) Where a Group entity is the lessee
Finance leases, which effectively transfer to the lessee substantially all the risks and benefits incidental to
ownership of the leased item, are capitalized at the lower of the fair value and present value of the minimum
lease payments at the inception of the lease term and disclosed as leased assets. Lease payments are apportioned
between the finance charges and reduction of the lease liability based on the implicit rate of return. Finance
charges are charged directly against income. Lease management fees, legal charges and other initial direct costs
are capitalized.
If there is no reasonable certainty that the Group entity will obtain the ownership by the end of lease term,
capitalized leased assets are depreciated over the shorter of the estimated useful life of the asset or the lease
term.
Leases, where the lessor effectively retains substantially all the risks and benefits of ownership of the leased
item, are classified as operating leases. Operating lease payments are recognized as an expense in the statement
of profit and loss on straight line basis over the lease term.
(b) Where a Group entity is the lessor
Leases which effectively transfer to the lessee substantially all the risks and benefits incidental to ownership of
the leased item are classified and accounted for as finance lease.
Assets subject to operating leases are included in fixed assets/current assets/investment properties. Lease income
is recognized in the statement of profit and loss on a straight line basis over the lease term. Costs, including
depreciation are recognized as an expense in the statement of profit and loss. Initial direct costs such as legal
costs, brokerage costs, etc. are recognized immediately in the statement of profit and loss.
Impairment of assets
(a) Goodwill
Goodwill is tested for impairment on an annual basis. If on testing, any impairment exists, the carrying amount
of Goodwill is reduced to the extent of any impairment loss and such loss is recognized in the statement of profit
and loss.
(b) Other assets
At each balance sheet date, the Group assesses whether there is any indication based on internal/external factors,
that an asset may be impaired. If any such indication exists, the Group estimates the recoverable amount of the
asset. If such recoverable amount of the asset or the recoverable amount of the cash generating unit to which the
asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount and the

86

reduction is treated as an impairment loss and is recognized in the statement of profit and loss. If at the balance
sheet date there is an indication that a previously assessed impairment loss no longer exists, the recoverable
amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciated
historical cost and is accordingly reversed in the statement of profit and loss.
Contingent liabilities and provisions
The Group makes a provision when there is a present obligation as a result of a past event where the outflow of
economic resources is probable and a reliable estimate of the amount of obligation can be made. Possible future
obligations or present obligations that may but will probably not require outflow of resources or where the same
cannot be reliably estimated, is disclosed as contingent liabilities in the consolidated financial statements.
Recent Developments
Set out below is a list of certain recent developments that have occurred after December 31, 2012.
Our wholly owned Subsidiary, DLF Global Hospitality Limited entered into a share purchase agreement
with Mahaman Assets Limited on December 12, 2012 to sell its 100% shareholding in Silverlink at an
enterprise value of approximately U.S.$300.0 million (or, `16,281.8 million). For details in relation to
Silverlink, see “Our Business—Other Businesses—Hotels”. Pursuant to an amendment agreement dated
April 10, 2013 and upon satisfaction of certain conditions specified under the share purchase agreement,
we expect this transaction to be completed by June 30, 2013.
We entered into a definitive agreement in January 2013 with BLP Vayu (Project 1) Private Limited, a
subsidiary of Bharat Light & Power Private Limited, for the sale of our wind energy undertaking in
Gujarat with a capacity of 150 MW for `2,823.0 million. Further, we entered into definitive agreements
in April 2013 with Tulip Renewable Powertech Private Limited and Violet Green Power Private Limited
for the sale of our wind energy undertakings in Tamil Nadu and Rajasthan, with capacities of 34.5 MW
and 33.0 MW, respectively, for a sale consideration of `1,887.0 million and `522.0 million, respectively.
These transactions are expected to be completed in the near future on satisfaction of certain closing
conditions and receipt of regulatory approvals. These sale transactions do not include our wind energy
undertaking in Karnataka with an aggregate capacity of 11.2 MW, the sale of which is currently under
discussion.
Pursuant to a resolution of the Finance Committee of the Board of Directors of our Company dated April
12, 2013, our Company has undertaken the 2013 NCD Issue on a private placement basis in accordance
with the provisions of the SEBI Debt Security Regulations and applicable provisions of the Companies
Act. The NCDs issued pursuant to the 2013 NCD Issue are listed on the wholesale debt market segment
of NSE. We intend to use the net proceeds of the 2013 NCD Issue to repay our existing bank debt
(including interest) in compliance with applicable laws and regulations.
Results of Operations
Nine months ended December 31, 2011 and 2012 and the fiscal years ended March 31, 2011 and 2012
The following table sets forth certain information with respect to our consolidated results of operations for
Fiscal 2011 and 2012 and the nine months ended December 31, 2011 and 2012 as derived from our consolidated
financial statements:
(`million)
Year ended March 31, Nine month period ended December 31,
2011
*
2012 2011
*
2012
Amount
% of
total
income Amount
% of
total
income Amount
% of
total
income Amount
% of
total
income
INCOME
Sales and other income 101,444.4 100.0 102,238.5 100.0 74,764.1 100.0 67,769.5 100.0
EXPENDITURE
Cost of revenues ........ 42,999.4 42.4 39,674.7 38.8 26,991.2 36.1 23,050.7 34.0
Employee benefits
expense ...................... 5,721.3 5.6 5,861.8 5.7 4,373.8 5.9 4,508.1 6.7
Finance costs.............. 17,056.2 16.8 22,464.8 22.0 16,425.9 22.0 17,258.7 25.5
Depreciation,
amortization and
impairment ................. 6,307.2 6.2 6,888.3 6.7 5,252.2 7.0 6,101.8 9.0
Other expenses ........... 9,358.3 9.2 11,714.1 11.5 7,694.1 10.3 8,909.9 13.1
Total expenses .......... 81,442.4 80.3 86,603.7 84.7 60,737.2 81.2 59,829.2 88.3

87

(`million)
Year ended March 31, Nine month period ended December 31,
2011
*
2012 2011
*
2012
Amount
% of
total
income Amount
% of
total
income Amount
% of
total
income Amount
% of
total
income
Profit before
exceptional items, tax
and minority
interest/share of
profit (loss) in
associates………. 20,002.0 19.7 15,634.8 15.3 14,026.9 18.8 7,940.3 11.7
Exceptional items ...... - - 159.8 0.2 - - - -
Tax expense ............... 4,594.1 4.5 3,693.5 3.6 4,106.3 5.5 1,447.1 2.1
Profit before minority
interest/share of
profit (loss) in
associates………. 15,407.9 15.2 11,781.5 11.5 9,920.6 13.3 6,493.2 9.6
Share of (loss)/profit in
associates (net) ........... 88.3 0.1 (15.0) (0.0) 20.4 0.0 8.9 0.0
Minority interests ....... (72.4) (0.1) 336.4 0.3 (56.5) (0.1) 620.3 0.9
Profit after
exceptional items, tax,
minority interest and
before prior period
items………. 15,423.8 15.2 12,102.9 11.8 9,884.5 13.2 7,122.4 10.5
Prior period items - -
Income tax (net) ......... 173.4 0.2 32.0 0.0 34.4 0.0 (8.1) (0.0)
Deferred tax ............... 0.0 0.0 (65.3) (0.1) - - 84.5 0.1
Other
income/(expense), net 805.0 0.8 (61.4) (0.1) (27.7) (0.0) (37.8) (0.1)
Depreciation,
amortization and
impairment ................. 6.1 0.0 - - - - - -
Net Profit for the
year/period ............... 16,396.1 16.2 12,008.2 11.8 9,891.2 13.2 7,161.1 10.5

* References to financial information relating to Fiscal 2011 are references to financial information presented in the financial statements as
of and for the fiscal year ended March 31, 2012, wherein financial information relating to Fiscal 2011 has been reclassified in order to
provide comparability with our financial statements as of and for the financial year ended March 31, 2012.
Nine months ended December 31, 2012 compared to nine months ended December 31, 2011
Income
Our sales and other income decreased by 9.4% to `67,769.5 million in the nine month period ended December
31, 2012 from `74,764.1 million in the nine month period ended December 31, 2011. This was largely as a
result of a slowdown in sales during this period, arising from the launch of fewer new projects in the nine month
period ended December 31, 2012 and lower volumes of sales of constructed properties. The reduction in our
revenue from constructed properties was in part due to a revision in our budget estimates for Fiscal 2013 which
was undertaken in December 2012, resulting in an adjustment to the revenues recognized under the POC
Method. The income from our Lease Business during this period remained steady, while the decrease in
revenues from sales of constructed properties was partially offset by income from the sale of investments , i.e.
the divestiture of our entire shareholding in Jawala Real Estate Private Limited which, among others, owns the
NTC Mills land and Adone Hotels and Hospitality Limited, our joint venture entity with Hilton International
which, among others, held land parcels in Chennai, Kolkata, Mysore and Thiruvananthapuram for the
development of hotels and other hospitality projects.
Expenses
Cost of revenues: Our cost of revenues decreased by 14.6% to `23,050.7 million in the nine month period ended
December 31, 2012 from `26,991.2 million in the nine month period ended December 31, 2011. This was
largely due to the revision in our budget estimates for Fiscal 2013 which was undertaken in December 2012, and
a corresponding reduction in the cost of recognized revenues.
Employee benefits expense: Employee benefits expense increased marginally by 3.1% to `4,508.1 million in the
nine month period ended December 31, 2012 from `4,373.8 million in the nine month period ended December
31, 2011. This increase was primarily as a result of annual increments in salaries and wages during the nine
month period ended December 31, 2012.

88

Finance costs: Finance costs increased by 5.1% to `17,258.7 million in the nine month period ended December
31, 2012 from `16,425.9 million in the nine month period ended December 31, 2011. Our interest costs
increased during the nine month period ended December 31, 2012 as a result of a marginal increase in our
overall debt as compared to the nine month period ended December 31, 2011, as well as an increase in the cost
of borrowings during this period arising from higher interest rates. Further, a higher proportion of borrowing
cost was expensed in the nine month period ended December 31, 2012 as compared to the nine month period
ended December 31, 2011.
Depreciation, amortization and impairment: Our depreciation, amortization and impairment expenses increased
by 16.2% to `6,101.8 million in the nine month period ended December 31, 2012 from `5,252.2 million in the
nine month period ended December 31, 2011. This increase was largely due to a one-time provision of `650.0
million towards goodwill impairment on account of potential loss on the divestiture of our equity interest in
Silverlink.
Other expenses: Our other expenses increased by 15.8% to `8,909.9 million in the nine month period ended
December 31, 2012 from `7,694.1 million in the nine month period ended December 31, 2011. This increase
was primarily on account of provisions made against the recovery of advances.
Tax expense
Our tax expenses decreased by 64.8% to `1,447.1 million in the nine month period ended December 31, 2012
from `4,106.3 million in the nine month period ended December 31, 2011. This decrease was primarily a result
of lower profits during this period, as well as a lower tax rate on capital gains on the sale of investment
undertaken during the nine month period ended December 31, 2012.
Minority interests
Our minority interests increased by 1,197.9% to `620.3 million in the nine month period ended December 31,
2012 from a loss of `56.5 million in the nine month period ended December 31, 2011. This increase was
primarily as a result of losses incurred in certain joint ventures on account of budget corrections for the nine
month period ended December 31, 2012.
Net profit for the period
As a result of the foregoing, our net profit decreased by 27.6% to `7,161.1 million in the nine month period
ended December 31, 2012 from `9,891.1 million in the nine month period ended December 31, 2011.
Fiscal Year 2012 Compared to Fiscal Year 2011
Income
Our sales and other income increased marginally by 0.8% to `102,238.5 million in Fiscal 2012 from `101,444.4
million in Fiscal 2011. This arose primarily from an increase in our revenues from the sale of land and plots
(including sale of development rights) increased to `26,073.0 million in Fiscal 2012 from `15,924.3 million in
Fiscal 2011. Our revenue from constructed properties decreased to `34,889.9 million from `49,861.1 million
during this period, reflecting lower revenue recognition in respect of constructed properties. The income from
our Lease Business increased to `15,504.2 million in Fiscal 2012 from `12,808.4 million in Fiscal 2011,
reflecting additional tenancies across our leased property portfolio. Other income remained stable between
Fiscal 2012 and Fiscal 2011, with profit on sale of shares/investments increasing by 65.6% to `2,663.8 million
from `1,609.0, reflecting the results of our strategic initiative to divest non-core assets.
Expenses
Cost of revenues: Our cost of revenues decreased by 7.7% to `39,674.7 million in Fiscal 2012 from `42,999.4
million in Fiscal 2011, reflecting the change in product mix as described above. Cost control measures and
efficient execution of projects implemented during this period further contributed to reduced costs.
Employee benefits expense: Employee benefits expense increased marginally by 2.5% to `5,861.8 million in
Fiscal 2012 from `5,721.3 million in Fiscal 2011. This increase was primarily as a result of an increase in
salaries, wages and bonus to `5,131.9 million in Fiscal 2012 from `4,978.1 million in Fiscal 2011 as a result of
increased headcount and annual increments during this period.
Finance costs: Finance costs increased by 31.7% to `22,464.8 million in Fiscal 2012 from `17,056.2 million in
Fiscal 2011. While we have seen an improvement in our levels of overall indebtedness, with our aggregate long
term and short term borrowings amounting to `216,521.6 million and `202,229.0 million as of March 31, 2011

89

and March 31, 2012, respectively, the finance costs increased primarily on account of successive hikes in the
bank rate by the Reserve Bank of India during this period, and as a result, our average cost of debt increased
from 11.3% at the end of Fiscal 2011 to 12.7% at the end of Fiscal 2012. In addition, a higher proportion of
interest cost was recognised in our statement of profit and loss during Fiscal 2012 instead of being capitalised,
as compared to Fiscal 2011.
Depreciation, amortization and impairment: Our depreciation, amortization and impairment expenses increased
by 9.2% to `6,888.3 million in Fiscal 2012 from `6,307.2 million in Fiscal 2011. This increase was primarily
attributable to an increase in capitalization, mainly of our utility assets and a multi-level car parking facility in
New Delhi.
Other expenses: Our other expenses increased by 25.2% to `11,714.1 million in Fiscal 2012 from `9,358.3
million in Fiscal 2011. The most significant contributor to the increase was the creation of provisions for
doubtful debts and advances relating to certain land transactions which are under litigation. These increases
were partially offset by a decrease in our loss on disposal of fixed assets to `89.5 million in Fiscal 2012 from
`1,69.1 million in Fiscal 2011.
Exceptional items
We recognized an exceptional loss of `159.8 million in Fiscal 2012 relating to certain power equipment that
could not be operationalized.
Tax expense
Our tax expenses decreased by 19.6% to `3,693.5 million in Fiscal 2012 from `4,594.1 million in Fiscal 2011.
This decrease arose primarily from a decrease in our profits in Fiscal 2012 compared to Fiscal 2011.
Net profit for the year
As a result of the foregoing, our net profit for the year decreased by 26.8% to `12,008.2 million in Fiscal 2012
from `16,396.1 million in Fiscal 2011.
Fiscal years ended March 31, 2010 and 2011
The following table sets forth certain information with respect to our consolidated results of operations for
Fiscal 2010 and 2011 as derived from our consolidated financial statements for the fiscal year ended March 31,
2011, which have not been reclassified and are not necessarily comparable with our financial statements as of
and for the financial year ended March 31, 2012:
Year ended March 31,
2010* 2011*
Amount
% of total
income Amount
% of total
income
INCOME
Sales and other income 78,509.0 100.0 101,444.4 100.0
EXPENDITURE
Cost of revenues ........ 25,668.8 32.7 42,999.4 42.4
Establishment expenses…………….... 4,702.9 6.0 5,721.3 5.6
Finance charges ......... 11,100.4 14.1 17,056.2 16.8
General, administrative and selling expenses 8,741.3 11.1 9,358.3 9.2
Depreciation, amortization and impairment 3,249.3 4.1 6,307.2 6.2
Total expenses .......... 53,462.7 68.0 81,442.4 80.3
Profit before tax and minority interests/share of
profit (loss) in associates………. 25,046.3 32.0 20,002.0 19.7
Tax expense ............... 7,022.5 9.0 4,594.1 4.5
Profit before minority interest/share of profit (loss)
in associates………. 18,023.8 23.0 15,407.9 15.2
Share of profit in associates (net) 8.2 0.1 88.3 0.1
Minority interests ....... 107.9 0.1 (72.4) (0.1)
Profit after tax, minority interests and before prior
period items………. 18,139.9 23.2 15,423.8 15.2
Prior period items
Income tax (net) ......... (160.2) (0.2) 173.4 0.2
Deferred tax ............... (627.0) (0.8) 0.0 0.0
Other income/(expense), net (142.0) (0.2) 805.0 0.8
Depreciation............... (12.4) (0.0) (6.1) 0.0
Net profit after tax, minority interest and prior
period items .............. 17,198.3 22.0 16,396.1 16.2

90

* References to financial information relating to Fiscal 2010 and references to financial information relating to Fiscal 2011 in the context
of comparisons to financial information relating to Fiscal 2010 are to financial information presented in the financial statements for that
year prepared in accordance with the Old Schedule VI.
Fiscal Year 2011 Compared to Fiscal Year 2010
Income
Our sales and other income increased by 29.2% to `101,444.4 million in Fiscal 2011 from `78,509.0 in Fiscal
2010. This increase was primarily as a result of our implementation of a strategic initiative to sell more plotted
developments, and thereby monetize land reserves in a shorter period of time. As a result, our revenues from
sale of land and plots (including sale of development rights) increased significantly to `15,924.3 million in
Fiscal 2011 from `1,146.7 million in Fiscal 2010. Our revenue from constructed properties increased to
`49,861.1 million from `44,312.6 million, reflecting the progress of construction of various projects. This was
partially offset by a decrease in income from development charges of `10,065.7 million as a result of the Caraf
Transaction.
The income from our Lease Business increased to `12,808.4 million in Fiscal 2011 from `7,245.6 million in
Fiscal 2010, reflecting an increase in our portfolio of rented developments following the Caraf Transaction.
Other income increased from `3,899.5 million in Fiscal 2010 to `5,243.9 in Fiscal 2011, primarily as a result of
an increase in the profit on sale of shares/investments by 831.1% to `1,608.9 million from `172.8 million,
reflecting the results of our strategic initiative to divest non-core assets.
Expenses
Cost of revenues: Our cost of revenues increased significantly by 67.5% to `42,999.4 million in Fiscal 2011
from `25,668.8 million in Fiscal 2010. This increase was primarily as a result of an increase in the cost of land,
plots and constructed properties (including cost of development rights) to `35,227.6 million in Fiscal 2011 from
`17,399.4 million in Fiscal 2010, reflecting the progress of various projects and the corresponding recognition
of revenues as discussed above. Rising input costs also contributed to the increase in our cost of revenues.
Establishment expenses: Establishment expenses increased by 21.7% to `5,721.3 million in Fiscal 2011 from
`4,702.9 million in Fiscal 2011. This increase was primarily as a result of increased headcount and annual
increments during this period. Salaries, wages and bonus increased to `4,978.1 million in Fiscal 2011 from
`4,102.4 million in Fiscal 2010.
Finance costs: Finance costs increased by 53.7% to `17,056.2 million in Fiscal 2011 from `11,100.4 million in
Fiscal 2010. This arose primarily from an increase in our term loans to `10,802.7 million from `5,370.5 million
during this period, which was primarily attributable to the Caraf Transaction and an increase in number of
projects commissioned.
General, administrative and selling expenses: Our general, administrative and selling expenses increased by
7.1% to `9,358.3 million in Fiscal 2011 from `8,741.3 million in Fiscal 2010. This primarily arose as a result of
an increase in our commission and brokerage expense to `1,696.8 million from `939.7 million during this
period, reflecting increased sale of properties and an increase in our leased property portfolio.
Depreciation, amortization and impairment: Our depreciation, amortization and impairment expenses increased
by 94.1% to `6,307.2 million in Fiscal 2011 from `3,249.3 million in Fiscal 2010, primarily due to the Caraf
Transaction.
Tax expense
Our tax expenses decreased by 34.6% to `4,594.1 million in Fiscal 2011 from `7,022.5 million in Fiscal 2010.
This decrease arose primarily from a decrease in our profits during this period and a decrease in our effective tax
rate to 23.0% in Fiscal 2011 from 28.0% in Fiscal 2010, which was primarily on account of the Caraf
Transaction.
Prior period items
Other income/(expense), net: We accrued other income amounting to `805.0 million in Fiscal 2011 as a prior
period item, relating to reconciliation of certain prior period adjustments to Silverlink’s revenues following its
acquisition by us, compared to other expense of `142.0 million in Fiscal 2010.
Net profit for the year

91

As a result of the foregoing, our net profit of the year decreased by 4.7% to `16,396.1 million in Fiscal 2011
from `17,198.3 million in Fiscal 2010.
Liquidity and Capital Resources
We need funds primarily to meet our working capital needs, to repay our liabilities to banks and to fund our
capital expenditure and Projects under Construction. We intend to fund these capital requirements through a
variety of sources, including the proceeds of the Issue, cash from operations and short and long term lines of
credit and other borrowings. As of December 31, 2012, we had cash and cash equivalents of `7,674.1 million
and total borrowings of `254,885.2 million.
Currently, our principal source of liquidity are operating cash flows, cash flows from divestiture of non-core
assets and borrowings. Our sources of funding, and our ability to fund our operations, servicing debt and to fund
our capital expenditure requirements are affected by many factors, some of which are beyond our control,
including economic conditions, regulatory developments, demand from our customers and availability of
financing. Our funding requirements may extend beyond the needs set forth above. In the event that we require
additional funds, we may seek to raise additional funds through private or public financing or other sources.
Cash Flows
The following table sets forth certain information about our cash flows during Fiscals 2012 and 2011 as
reflected in our financial statements for Fiscal 2012 and the nine month periods ended December 31, 2012 and
2011 prepared and presented in accordance with the Revised Schedule VI:
Particulars Fiscal Nine month period
ended December
31, (unaudited)
2011* 2012 2012

`million `million

`million
Net cash generated from/(used in) operating activities……. 27,756.9 25,197.5 15,561.4
Net cash generated from/(used in) investing activities…….. 38,340.3 (236.5) 5,359.1
Net cash generated from/(used in) financing activities……. (64,034.1) (24,381.6) (22,563.9)
Net increase/decrease in cash and cash equivalents… 2,063.1 579.4 (1,643.4)
Cash and cash equivalents at the end of the year/period……… 8,738.2 9,317.5 7,674.1
* References to financial information relating to Fiscal 2011 are references to financial information presented in the financial statements as
of and for the fiscal year ended March 31, 2012, wherein financial information relating to Fiscal 2011 has been reclassified in order to
provide comparability with our financial statements as of and for the financial year ended March 31, 2012.
The following table sets forth certain information about our cash flows during Fiscals 2011 and 2010 as
reflected in our financial statements for Fiscal 2011 prepared and presented in accordance with the Old Schedule
VI.
Particulars Fiscal 2010* Fiscal 2011*

(`million) (`million)
Net cash generated from/(used in) operating activities……. 86,242.3 27,569.8
Net cash generated from/(used in) investing activities…….. (163,024.3) 40,569.6
Net cash flow generated from/(used in) financing activities……. 74,174.6 (64,034.1)
Net changes in cash and cash equivalents… (2,607.4) 4,105.3
Cash and cash equivalents – closing balance ……… 8,354.1 12,459.4
* References to financial information relating to Fiscal 2010 and references to financial information relating to Fiscal 2011 in the context
of comparisons to financial information relating to Fiscal 2010 are to financial information presented in the financial statements for that
year prepared in accordance with the Old Schedule VI.
Operating activities
Our operations generated net cash inflows of `15,561.4 million in the nine month period ended December 31,
2012. We recognized operating profit before working capital changes of `21,868.6 million during this period.
Our net cash inflows from operating activities for this period were negatively impacted by an increase in trade
and other receivables of `6,213.8 million, an increase in inventories of `4,700.5 million and direct taxes paid
(net of refunds) of `6,444.1 million, which were partially offset by an increase in trade and other payables of
`11,051.2 million.
Our operations generated net cash inflows of `25,197.5 million in Fiscal 2012. We recognized operating profit
before working capital changes of `41,381.4 million during this period. Our net cash inflows from operating
activities for this period were negatively impacted by an increase in trade and other receivables of `5,608.5

92

million, an increase in inventories of `6,108.1 million and direct taxes paid (net of refunds) of `11,501.3
million, which were partially offset by an increase in trade and other payables of `7,033.9 million.
Our operations generated net cash inflows of `27,756.9 million in Fiscal 2011. We recognized operating profit
before working capital changes of `39,811.7 million during this period. Our net cash inflows from operating
activities for this period were negatively impacted by an increase in trade and other receivables of `30,185.9
million, an increase in inventories of `20,349.3 million and direct taxes paid (net of refunds) of `7,469.7
million, which were partially offset by an increase in trade and other payables of `45,950.2 million.
Our operations generated net cash inflows of `86,242.3 million in Fiscal 2010. We recognized operating profit
before working capital changes of `37,370.7 million during this period. Our net cash inflows from operating
activities for this period were negatively impacted by an increase in inventories of `9,125.3 million and direct
taxes paid (net of refunds) of `8,560.2 million, which were partially offset by a decrease in trade and other
receivables of `58,919.5 million and an increase in current liabilities and provisions of `7,637.6 million.
Investing activities
Net cash generated from investing activities during the nine month period ended December 31, 2012 amounted
to `5,359.1 million. This primarily consisted of purchase of fixed assets (including capital work in progress) of
`11,712.1 million and proceeds from sale of fixed assets of `1,016.1 million and proceeds from sale of
investments of `34,600.1 million, relating to the divestiture of our entire shareholding in Adone Hotels and
Hospitality Limited and Jawala Real Estate Private Limited, and proceeds from interest and dividend of
`1,616.3 million, which were partially offset by purchase of investments amounting to `16,226.7 million and
movement in fixed deposits with maturity more than 3 months (net) of `3,935.6 million during this period.
Net cash used in investing activities during Fiscal 2012 amounted to `236.5 million. This primarily consisted of
purchase of fixed assets (including capital work in progress) of `5,758.3 million and purchase of investments
amounting to `7,015.7 million and movement in fixed deposits with maturity more than three months (net) of
`1,912.2 million during this period, which were partially offset by proceeds from sales of fixed assets of
`5,338.9 million, including the sale of non-core assets, as well as by proceeds from sale of investments of Rs,
6,299.5 million relating to DLF Akruti Info Parks (Pune) Limited and the Noida IT Park JV, and
interest/dividend received of `3,065.6 million.
Net cash generated from investing activities during Fiscal 2011 amounted to `38,340.3 million. This primarily
consisted of proceeds from the sale of investments amounting to `48,672.4 million on account of sales of mutual
funds, proceeds from sales of fixed assets of `4,148.5 million and interest/dividend received of `2,659.5 million
during this period, which were partially offset by purchase of fixed assets (including capital work in progress)
amounting to `11,012.8 million and purchase of investments of `3,995.0 million, relating to purchase of mutual
funds.
Net cash used in investing activities during Fiscal 2010 amounted to `163,024.3 million. This primarily
consisted of purchase of fixed assets (including capital work in progress) of `139,075.7 million and purchase of
investments of `182,341.7 million during this period, which were partially offset by proceeds from sale of
investment of `151,288.2 million, proceeds from sale of fixed assets of `5,830.7 million and interest/dividend
received of `1,274.2 million. These arose largely from the Caraf Transaction.
Financing activities
Net cash used in financing activities amounted to `22,563.9 million in the nine month period ended December
31, 2012. This primarily consisted of repayment of borrowings of `55,843.5 million, repayment of debentures of
`1,752.0 million, interest/guarantee charges paid of `22,825.8 million and dividend paid of `4,611.0 million
along with tax paid thereon of `748.3 million during this period, which was partially offset by proceeds from
borrowings of `61,822.7 million and proceeds from issue of capital (including securities premium) of `1,394.0
million.
Net cash used in financing activities amounted to `24,381.6 million in Fiscal 2012. This primarily consisted of
repayment of borrowings of `50,538.6 million, repayment of debentures of `3,000.0 million, interest/guarantee
charges paid of `30,125.1 million and dividend paid of `5,107.3 million along with dividend tax paid of `845.0
million during this period, which was partially offset by proceeds from borrowings of `64,290.7 million and
proceeds from issue of capital (including securities premium) of `1,054.3 million.
Net cash used in financing activities amounted to `64,034.1 million in Fiscal 2011. This primarily consisted of
repayment of borrowings of `74,681.9 million, repayment of debentures of `5,000.0 million, redemption of

93

preference shares of `41,096.0 million, interest/guarantee charges paid of `25,913.2 million, premium on
redemption of preference shares of `12,378.7 million and dividend paid of `8,296.7 million along with dividend
tax paid of `828.1 million during this period, which was partially offset by proceeds from borrowings of
`92,839.0 million and proceeds from issue of capital (including securities premium) of `1,321.6 million.
Net cash generated from financing activities amounted to `74,174.6 million in Fiscal 2010. This primarily
consisted of repayment of long term borrowings of `61,401.9 million, repayment of short term borrowings (net)
of `6,434.7 million, interest/guarantee charges paid of `21,034.2 million and dividend paid of `3,544.2 million
during this period, which was partially offset by proceeds from long-term borrowings of `110,976.9 million,
proceeds from issuance of preference shares of `45,238.8 million and proceeds from issue of debentures (net) of
`10,670.4 million.
Working Capital, Cash and Indebtedness
We fund our short-term working capital requirements through cash flow from operations, working capital
facilities and short-term borrowings. As of March 31, 2011 and 2012 and December 31, 2012, we had cash and
cash equivalents of `8,738.2 million, `9,317.5 million and `7,674.1 million, respectively. There was an increase
in cash and cash equivalents of `579.4 million as of March 31, 2012 compared to March 31, 2011, primarily due
to a decrease in cash used in financing activities. There was a decrease in cash and cash equivalents of `1,643.4
million as of December 31, 2012 compared to March 31, 2012.
We believe that our existing credit lines under our short-term loans, together with cash generated from
divestment of our non-core assets, our operations and the proceeds of this Issue will be sufficient to finance our
working capital needs for the next twelve months.
As of December 31, 2012, our total borrowings amounted to `254,885.2 million consisting of long-term
borrowings amounting to `162,156.0 million, short-term borrowings of `32,855.0 million and long term
borrowings having maturity within one year of `59,874.2 million. The following tables set out the principal
elements of our indebtedness as of March 31, 2011 and 2012 and December 31, 2012:
Long-term borrowings As of March 31, 2011
(` million)
As of March 31, 2012
(` million)
As of December 31, 2012
(unaudited)
(` million)
Secured
10% non cumulative non redeemable debentures 0.0 0.0 0.0
Non convertible redeemable debentures 24,200.0 14,200.0 7,200..0
Term loans:
Foreign currency loan
From banks 20,690.5 24,176.9 24,907.6
Rupee loan
From banks 89,214.8 75,562.1 75,180.8
From others 39,115.0 44,714.7 46,043.3
Buyer’s credit in foreign currency from banks - 457.4 -
Vehicle loans from banks 25.0 12.7 9.3
Total (A) 173,245.3 159,123.8 153,341.0
Unsecured
Convertible debentures 8,786.1 8,786.1 8,534.1
Term loans:
Foreign currency loan
From others 1,044.9 263.2 280.9
Long term maturities of finance lease obligations - 68.5 -
Total (B) 9,831.0 9,117.8 8,815.0
Total (A+B) 183,076.3 168,241.6 162,156.0

Current maturity amounts of long term
borrowings
23,384.2 48,428.9 59,874.2

Short-term borrowings As of March 31, 2011
(` million)
As of March 31, 2012
(` million)
As of December 31,
2012 (unaudited)
(` million)
Secured
Overdraft facility
From banks 2,824.3 2,453.9 1,410.5
Short term loans
Foreign currency loan
From banks 2,712.0 2,021.0 665.0
Rupee loan

94

From banks 19,124.1 25,012.8 27,606.6
Buyer’s credit in foreign currency from banks 1,475.1 1,752.6 745.2
Unsecured
Short term loans
From others 187.9 1,736.6 1,572.5
Buyer’s credit in foreign currency from banks 4,418.3 1.010.5 855.2
Commercial papers 2,700.0 - -
Fixed deposits 3.6 - -
Total 33,445.3 33,987.4 32,855.0
The aggregate amount of debt repayable during the period between January 1, 2013 and March 31, 2013 was
`20,450.0 million*, which was repaid in a timely manner through a mix of internal accruals, proceeds from the
divestment of non-core assets and issuance of fresh debt. The aggregate amount of debt repayable in Fiscal 2014
is estimated to be approximately `63,180.0 million* and the aggregate amount of debt repayable in Fiscal 2015
and Fiscal 2016 was approximately `88,090.0 million*. We intend to repay our outstanding debt through
internal accruals, proceeds from the issuance of equity, proceeds from the divestment of non-core assets and
raising fresh loans for our various projects.
______
*
These exclude our overdraft limits and short term loan facilities.
Our ability to incur additional debt in the future is subject to a variety of uncertainties including, among other
things, the amount of capital that other Indian entities may seek to raise in the domestic and foreign capital
markets, economic and other conditions in India that may affect investor demand for our securities and those of
other Indian entities, the liquidity of Indian capital markets and our financial condition and results of operations.
We intend to continue to utilize long-term debt.
Contingent Liabilities
As of December 31, 2012, the contingent liabilities as disclosed in our Unaudited Interim Consolidated
Financial Statements consist of the following:
Particulars Amount (` million)
Guarantees on behalf of third parties 8,180.3
Claims against the Group (including [unasserted] claims) not acknowledged as debts* 8,624.7
Demand in excess of provisions (pending in appeals): -
(i) Income-tax 35,196.1
(ii) Other taxes 8,642.0
Letter of credit issued on behalf of the Group -
Liabilities under export obligations in EPCG scheme 838.5
Compensation for delayed possession 474.5
Miscellaneous 58.3
Total 62,014.4
______
*
Interest on certain claims may be payable as and when the outcome of the related claim is finally determined and has not been included
above.

For further details, see the section titled “Financial Statements”.
Qualitative and Quantitative Disclosures about Market Risk
We are exposed to certain risks that arise in our normal course of business, such as credit risk, liquidity risk,
counterparty risk, regulatory risk and market risk. We have implemented risk management policies and
guidelines that set out our tolerance for risk and our general risk management philosophy. Accordingly, we have
established a framework and process to monitor the exposures to implement appropriate measures in a timely
and effective manner. We do not enter into derivative financial instruments for speculative purposes.
Credit risk
Credit risk is the risk of a financial loss to us if a customer or counterparty to a financial instrument fails to meet
its contractual obligations. Our exposure to credit risk arises principally from our receivables from customers
and our counter-parties involved in the sale of our non-core assets or non-strategic businesses.
Liquidity risk
Liquidity risk is the risk that we will not be able to meet our financial obligations as they fall due. Our exposure
to liquidity risk arises principally from our various payables, loans and borrowings. We maintain a level of cash

95

and cash equivalents and bank facilities deemed adequate by our management to ensure, as far as possible, that
we will have sufficient liquidity to meet our liabilities when they fall due. We expect that a portion of the
proceeds from the Issue and divestiture of the residual non-core assets will be used to meet out financial
obligations as they fall due.
Market risk
Market risk is the risk that changes in market prices, foreign exchange rates, interest rates and equity prices will
affect our financial position or cash flows.
Foreign exchange risk
We are exposed to foreign exchange risk on our indebtedness that is denominated in currencies other than Indian
Rupees. In respect of exposure that is certain, we will hedge these risks in order to keep them at an acceptable
level.
Commodity risk
We are exposed to market risk with respect to the prices of raw materials and components used in our
developments. These commodities are primarily steel, cement, glass and plastics. The costs of such raw
materials and components are subject to fluctuation based on commodity prices. We typically outsource our
construction and project management activities. As a result, we are exposed to commodity risk if either our
arrangements with the contractor engaged by us provide that this risk will be borne by us, or if such
arrangements do not adequately specify the party responsible for bearing this risk.
Inflation risk
India has experienced high inflation for the last 12 to 18 months, which has led to an increase in interest rates as
well as increase in the prices of various commodities, adversely affecting both sales and margins.
Interest rate risk
Interest rate risk relates to changes in interest rates which affect mainly our fixed deposits and our debt
obligations with banks and financial institutions. Our fixed-rate financial assets and borrowings are exposed to a
risk of change in their fair value due to changes in interest rates while our variable-rate financial assets and
borrowings are exposed to a risk of change in cash flows due to changes in interest rates. Our policy is to
manage our interest cost using a mix of fixed and variable rate debts. In respect of long-term borrowings, we
may enter into interest rate derivatives to manage our exposure to adverse movements in interest rates.
Related Party Transactions
We have engaged in the past, and are likely to engage in future, in transactions with related parties, including
our affiliates and certain key management members from time to time on an arm’s length basis. For details of
our related party transactions, see “Financial Statements”.
Off-Balance Sheet Arrangements
Other than guarantees which we provide, as referred to in “Contingent Liabilities” above, we do not have any
off-balance sheet arrangements or obligations.

96

(Source: C&W Report.)
INDUSTRY OVERVIEW

The information in this section has been derived from publicly available sources, government publications and certain
industry sources and has not been prepared or independently verified by the Company, the Book Running Lead Manager or
any of its affiliates or advisers connected with the Issue, and none of these parties makes any representation as to the
accuracy of this information. Industry sources and publications referred to by us state that the information contained therein
has been obtained from sources generally believed to be reliable, but 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. Statements in this section that are not statements of historical fact constitute “forward-looking
statements”. Such forward-looking statements are subject to various risks, assumptions and uncertainties and certain factors
could cause actual results or outcomes to differ materially.
Overview of the Indian Economy
GDP and economic growth rates
The Indian economy is one of the largest economies in the world with a GDP at current prices of an estimated
`82.3 trillion for Fiscal 2012. It is one of the fastest growing major economies in the world, with a growth rate
of 6.5% for Fiscal 2012. (Source: RBI Annual Report 2011-2012 and the accompanying Explanatory Notes and the
Ministry of Statistics and Programme Implementation, Government of India).
The Indian economy has averaged a growth rate of over 8.0% during the five-year period between Fiscal 2007
and Fiscal 2011. (Source: The World Factbook 2012. Washington D.C.: Central Intelligence Agency 2012.) In 2011,
India recorded real GDP growth rates of 7.2%, which was among the highest in the world. (Source: IMF, World
Economic Outlook Database, April 2012.)
Per capita GDP at factor cost (at constant prices) in India has grown from around `17,502.1 for the year 1991 at
the time of liberalization to `46,221.2 for the year 2011. (Source: IMF, World Economic Outlook Database.)
However, the Indian economy has been adversely affected by certain spill-over effects of the global economic
slowdown coupled with domestic pressures. In Fiscal 2012, the Indian economy registered a growth rate of
6.5% (GDP at factor cost), down from 8.4% in Fiscal 2011. The loss of growth momentum that started in Fiscal
2012 has extended into Fiscal 2013, though the pace of deceleration slowed in the first quarter. After
decelerating over four successive quarters, and from 9.2% in the fourth quarter of Fiscal 2011 to 5.3% in the
fourth quarter of Fiscal 2012, GDP growth was marginally higher at 5.5% in the first quarter of Fiscal 2013,
which was mainly driven by the growth in construction, and was supported by better than expected growth in
agriculture. During the period between April and August 2012, the growth of eight core infrastructure industries
decelerated to 2.8% compared to 5.5% during the corresponding period during the previous year. According to
the RBI, the expected GDP growth rate for Fiscal 2013 is approximately 5.5%. (Source: RBI, Macroeconomic and
Monetary Developments: Second Quarter Review 2012-13 (the “RBI Second Quarter 2013 Macroeconomic and Monetary
Review”).)
Changes in investment activity during the period
between 2009 and 2012 are presented here. Overall,
India attracted FDI of approximately U.S.$33.0
billion (or `1,857.0 billion) in Fiscal 2012 as
compared to an average of U.S.$16.7 billion from
Fiscal 2001 through Fiscal 2010. (Source: RBI Annual
Report 2011-12.) As of October 2012, it was
estimated that investments would pick up from
2013 as a result of implementation of structural
reforms, fiscal consolidation and improved
infrastructure in the coming years. (Source: Evolving
Paradigm, Future of Indian Real Estate, Cushman &
Wakefield Research Publication, October 2012 (“C&W
Report”).)
I nflation trends, availability of credit and
movement of interest rates in I ndia
Since April 2012, the growth outlook has turned weaker, while the inflation path has moved slightly higher.
While core inflationary pressures have remained low, they have not fallen commensurate to the growth
slowdown. (Source: RBI Annual Report 2011-12.) Consequently, the RBI has taken monetary measures to fight
these surmounting inflation rates. (Source: C&W Report.) In response to prevailing inflationary pressures and
anticipated inflation trajectory during the period between April 2011 and November 2011, the RBI changed its
28%
58%
7%
38%
49%
25%
16%
10%
20%
23%
17%
29%
17% 48%
15%
2009 2010 2011 2012YTD*
USER/OTHER PRIVATE
PUBLIC LISTED/REITS INSTITUTIONAL
CROSS BORDER
INVESTMENT ACTIVITY

97

(Source: C&W Report.)
repo rate six times between May 2011 and August 2012 (five increases and one decrease in April 2012 to 8.0%,
resulting in a net increase of 125 basis points). (Source: RBI Annual Report 2011-12.) While the inflation trajectory
indicated some softening of inflationary pressure by December 2011, there were signs of a marked deceleration
of domestic growth, brought about by the combined impact of a worsening global environment, the cumulative
impact of past monetary policy tightening and domestic policy uncertainties. In the light of these developments,
the mid-quarter review of December 2011 signalled a pause in such changes to the repo rate. (Source: RBI Annual
Report 2011-12.)
Despite a reluctance to lower high interest rates (Source: C&W Report.), in January 2013, the RBI reduced the
repo rate by 25 basis points from 8.0% to 7.75%. (Source: RBI Notification dated February 15, 2013.) The RBI
reduced the repo rate again in March 2013 by 25 basis points to bring it down to 7.5%. (Source: RBI Notification
dated March 19, 2013.)
Inflation risks in 2012-13 are on the upside, but there is a need to distinguish between temporary and permanent
supply shocks. Persistent inflation, as opposed to structural shocks requiring short and medium-term responses
from the supply side, if left unchecked could unhinge inflation expectations and lead to eventual generalisation
of inflation as had happened in the fourth quarter of 2010-11. (Source: RBI Annual Report 2011-12.)
Sluggish growth performance of the domestic economy due to cyclical and structural factors has also led to a
slowdown in credit off-take. The growth in aggregate non-food bank credit decelerated from 20.6% in Fiscal
2011 to 17.0% in Fiscal 2012. The overall slowdown in non-food bank credit in Fiscal 2012 mainly emanated
from slower growth in credit to industry, services and personal loans. (Source: RBI Report on Trend and Progress of
Banking in India 2011-12.)
The Central Government made some headway with regard to FDI. It has expanded the FDI limit in single-brand
retail to 100.0% and has allowed 51.0% FDI in multi-brand retail. These reforms are expected to encourage and
improve the prospects of the real estate sector. (Source: C&W Report.)
The Real Estate Sector in India
Growth Trends
The real estate industry is not only the biggest contributor to GDP in India but is also the fourth largest sector in
terms of FDI inflows and the second largest employer after agriculture. The Indian real estate market size is
expected to be U.S.$ 180.0 billion by 2020. The two main reasons responsible for growth in the real estate
industry in India since 1991 include liberalization of Government policies, which has decreased the need for
permissions and licenses before taking up mega construction projects, and the expanding industrial sector.
(Source: IBEF.)
The year 2012 was not entirely favorable for the real estate sector. It was received with a cautious sentiment
amongst end-users and investors alike in the first half of the year, albeit with some momentum that began to
build up as the third quarter registered higher transactions in the commercial office sector while the residential
sector saw more projects being launched, and the retail sector witnessed the introduction of 51.0% FDI in multi-
brand retail. Developers found it difficult to raise
debt from banks in India due to the tightening of the
credit policy. Compounding their troubles, their
cash flows were adversely affected due to slow off-
takes and input costs went up. (Source: C&W Report.)
Consequently, private equity investment emerged as
one of the best options to raise funds. In the real
estate private equity market, the amount of
transactions in the first half of 2012 exceeded the
same period last year, although private equity
investors were cautious about the valuations and
watchful of the construction timelines before
actually committing their funds. Thus, FDI in
construction development, which was recorded at
`27.6 billion in the first half of 2012, was close to
the total inflow of 2011. Trends in FDI inflows in
the real estate sector are shown in the graph opposite. (Source: C&W Report.) Real estate investment in India has
garnered superior returns to other asset classes over a long term. Further, an investment in residential property is
generally done with leverage in the form of a housing mortgage, which increases the potential for earning higher
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OVERALL FDI FDI IN CONSTRUCTION DEVELOPMENT
FDI INFLOWS

98

returns. (Source: “India’s Top Residential Destinations to Invest In”, Investment Advisory Report, Knight Frank, November
2012 (“Knight Frank Report”).)
Overall, 2012 saw a mix of upward and downward trends, which still point towards a positive and strong growth
in the future. (Source: C&W Report.)
Macro supply and demand scenarios
Urbanization and increasing household income are some of the major factors that influence demand for
residential real estate and growth in the retail sector, while demand for commercial property is being driven by
India's economic growth. Office space relies largely on the service sector led by the IT/ITeS industry, which is a
significant employment provider in three of the top five cities in India, driving growth in real estate in most
regions. The services sector’s revenue growth during the next five years will have an impact on employment,
which is one of the biggest drivers of real estate. (Source: IBEF and Knight Frank Report.)
Demand in the Indian real estate market is expected to grow at a CAGR of 19.0% between 2010 and 2014, with
Tier I metropolitan cities projected to account for about 40.0% of this growth. (Source: IBEF and Knight Frank
Report.)
Growing infrastructure requirements from sectors such as education, healthcare and tourism are providing
numerous opportunities in the sector. Further, India is going to produce an estimated 2.0million new graduates
from various Indian universities during this year, creating demand for 100 msf of office and industrial space. In
addition, presence of a large number of Fortune 500 and other reputed companies will attract more companies to
initiate their operational bases in India, thus creating more demand for corporate office space. (Source: IBEF.)
Key Segments of the Real Estate Industry in India
Residential Developments
Overall, the Indian residential sector has witnessed phenomenal growth over the last 15 years, primarily due to
population increase, rise in income levels, growing urbanization, change in lifestyles and favorable public
policies. (Source: Twelfth Five-Year Plan, Planning Commission, (“Twelfth Five-Year Plan”).) After the economic
crisis of 2008, high inflation and high interest rates made retail debt dearer for end-users, especially for
borrowers of home loans, resulting in postponement of buying decisions. Developers, also faced with high
construction costs and discouraged from borrowing from the banks in India, were not able to offer reduced
prices even though number of sales had reduced. In view of the resulting liquidity constraints that affected the
real estate sector, it was expected that after some time developers would have to reduce their prices and buyers
would then be tempted back into purchasing, but most of the established developers displayed strong holding
capacity and wherever required, were able to raise funds through private equity options. (Source: C&W Report.)
Despite the end-users being conservative in their purchasing decisions, housing markets across India exhibited a
mixed trend in 2012. Some cities, such as National Capital Region, which comprises the cities and surrounding
areas of Delhi, Gurgaon and Noida (“NCR”), Chennai and Pune saw moderately higher infusion of new projects
driven by sustained demand. However, whilst cities like Ahmedabad, Bengaluru and Kolkata witnessed healthy
supply, they also witnessed cautious demand. Hyderabad and Mumbai saw restraint in the number of project
launches due to stringent changes in new Development Control Rules that caused developers to reassess their
development plans for new projects. Even in the backdrop of the prevailing high property prices and home loan
rates, select high-end and premium markets of major cities like NCR, Bengaluru, Kolkata, Chennai and Pune
registered significant year on year price rise in the range of 15.0-35.0%, whilst Mumbai witnessed a 7.0-10.0%
rise. (Source: C&W Report.)
Commercial Developments
The commercial real estate market in India is continuously evolving in response to a number of changes in the
business environment. The slowdown in the U.S. and European markets impacted office space absorption,
affecting demand, in the second half of 2011, as well as the expansion plans for the key service sectors. Slow
uptake of office space led to a noticeable reduction in supply and rental moderations in several micro markets
across India. (Source: C&W Report.)
The global economic scenario has remained volatile and weak market sentiments continued in 2012, worsened
by the absence of major policy developments during the year. Most markets experienced moderate reduction of
absorption in the first three quarters of 2012 against the same period in 2011. Total absorption during this period
was recorded at 21.9 msf with a steady quarter-on-quarter increase. Total office space supply in the three
quarters of 2012 was recorded at 28.3 msf, which saw a steady increase over the quarters. Mumbai saw the

99

highest addition of supply at 9.0 msf followed by Bengaluru at 5.8 msf. Most cities in 2012 saw marginal
appreciation of rents in the first three quarters due to slower demand. (Source: C&W Report.)
Retail Developments
The retail industry in India is one of the fastest growing sectors and a significant contributor to the national
overall GDP. With a population of over 1.2 billion, (Source: Census of India, 2011, Provisional Results (“2011
Census”).) India's retail sector is one of the key emerging investment markets for global retailers. (Source: C&W
Report.)
Over the last decade, India’s retail market witnessed exponential growth, driven by an increasing base of young
population, rise in aspiration levels and higher disposable income brackets. As favorable demographics and
availability of retail real estate infrastructure propelled the growth of organized retail, new categories, formats
and retail players were seen to change the dynamics of the Indian retail and India witnessed a unique mix of
modern retail space running successfully alongside traditional retail stores, wholesale cash and carry formats,
hypermarket and supermarket categories. (Source: C&W Report.)
In terms of rental trends, during 2012, the rental values in malls across the major Indian cities exhibited a stable
trend, except certain prime micro markets. For example, Mumbai witnessed increased demand for mall space in
peripheral locations, leading to approximately 20.0% rental appreciation in Vashi, Ghatkopar and Thane. Low
mall vacancy levels in prime malls have prompted many retailers to opt for high street locations in many cities.
Prominent high street locations witnessed an increase in rentals across India. (Source: C&W Report.)
Special Economic Zones
A Special Economic Zone (“SEZ”) are specifically delineated tax free enclaves. At present, over 580 SEZs had
been approved by the Government, a majority of which were in the IT/ITeS sector. (Source: Ministry of Commerce
and Industry, Government of India.) In its Twelfth Five-Year Plan (2012-2017), the Planning Commission suggests
several developments/recommendations in relation to SEZs, namely:
Considering their conversion along the Mumbai–Delhi Industrial Corridor into Eco-industrial hubs. An eco-
industrial park or estate is a community of manufacturing and service businesses located together on a
common property, to enhance the environmental, economic and social performance of the member
businesses through collaboration in managing environmental and resource issues.
While planning SEZs, at least 10.0% of the area should be embarked for logistics and warehousing to
support industrial activities efficiently.
Participation from the private sector for development of infrastructure facilities is required, for example in
the creation of SEZs. (Source: Twelfth Five-Year Plan, Planning Commissions.)
Real Estate Market in Specific Regions
National Capital Region (“NCR”)
The NCR is divided into six broad zones:
Delhi, Gurgaon, Noida and Greater Noida,
Faridabad, Ghaziabad and Alwar. The
proportion of construction units held by
each of these zones is set out below, as an
example of the division of market share
between them. New Delhi being the
national capital of India has always been
the preferred destination in India. The
dominance of the city in business and
government offices has been the major
driver for real estate development. It is
expected that New Delhi as a destination
will be in demand for a long period of
time.
However, as land is hardly available in
New Delhi, growth is expected in certain
key satellite cities. Gurgaon is expected to

0.8%
23.6%
33.7%
21.2%
2.0%
18.8%
ZONE-WISE SPLIT UP OF UNDER CONSTRUCTION UNITS
Delhi

Gurgaon

Noida

Greater Noida

Faridabad

Ghaziabad
(Source: Knight Frank Report.)

100

be one of the greatest beneficiaries of this trend in the next five years, as a primary hub for the IT/ITeS industry.
Relatively low office rentals, large office space options and well-developed residential markets are factors that
make this zone a preferred place for setting up offices. Further detail on each of these key, real estate areas, is set
out below. (Source: Knight Frank Report.)
Delhi
Area, Population and Industries
Delhi, the capital of India is a major residential destination as the fifth most populated city in the world, with a
population of around 16.8 million. It is spread over an area of 1,483 sq. km. (Source: Knight Frank Report.) It has
transpired as one of the central hubs of North India's trading and service industry. Delhi has emerged as the
major commercial center for small, medium and large scale industries. The information technology, electronic,
textile and fashion industry are also the major contributors to Delhi's economy. (Source: Knight Frank Report.)
Key Residential, Commercial, Retail Micro-Markets and Infrastructure
Based on its geographical locations the city is divided into North Delhi, East Delhi, West Delhi and South Delhi.
They key residential, commercial and retail micro-markets for each of these locations are set out below:
North Delhi houses numerous small scale industries and has emerged as one of the major markets of small
industries. Low-rise condominiums and narrow streets full of chaos are the major characteristic of North
Delhi. This refrains major white-collared executives from living here.
East Delhi is largely inhabited by the middle-income working class population. The residential real estate
market comprises the independent houses and Delhi Development Authority apartments. Delhi Metro has
enhanced the connectivity of East Delhi with major destinations like Delhi City Center and Noida. Some of
the major micro-markets of East Delhi are Akshardham, Pushpanjali Enclave, Vivek Vihar, Patparganj,
Lakshmi Nagar, Mayur Vihar, and Preet Vihar.
West Delhi is primarily a residential hub with a cosmopolitan population. Sound infrastructure and a well-
developed organized retail market offered the necessary boost to this region. Additionally, West Delhi
region gained prominence due to its proximity to the commercial hubs of Janakpuri, Rajaouri Garden and
Punjabi Bagh. Over the years, it has emerged as the most sought after destination thereby making it one of
the major affluent localities of Delhi. Patel Nagar, Punjabi Bagh, Pitampura, Rohini, Dwarka, Janakpuri
and Rajouri Garden are some of the major micro-markets of this region.
South Delhi is considered to be the most affluent micro-market of Delhi. The residential real estate
comprises independent houses and bungalow style developments. Major administrative offices including
embassies and consulates are located here. South Delhi has become the most sought after destination among
the high-profile bureaucrats and the top corporate executives. High residential demand and dearth of new
supply has propelled the residential prices in this part of Delhi. Its proximity to the international airport,
educational institutions and to the city center has made this region the most preferred destination. Moreover,
proximity to the commercial hub of Nehru Place and Lajpat Nagar coupled with the presence of organized
retail further augmented the demand for this region. Some of the major micro-markets are Greater Kailash,
Chanakyapuri, Lajpat Nagar, Nehru Place, Defence Colony, Vasant Kunj, Hauz Khas and Friends Colony.
(Source: Knight Frank Report.)
Gurgaon
Area, Population and Industries
As of 2011, Gurgaon had a population of 1.5 million people. (Source: 2011 Census.) It is one of the four major
satellite cities of the NCR, located 30 km south of New Delhi. Gurgaon is not only an industrial and financial
center of Haryana but also one of the most pronounced IT/ITeS outsourcing and off-shoring hubs in the world.
Further, it is also a major hub for the automobile, telecom and garment manufacturing industries. (Source: Knight
Frank Report.)
Gurgaon has benefitted from stable investor demand in recent years due to consistent flow of working
population migrating into the city and proposed development along growth vectors like Northern Peripheral
Road and Southern Peripheral Road. As of March 2013, the inventory overhang of the city at the then current
absorption levels stood at 10 months. The unsold inventory levels at the end of the fourth quarter of 2012
increased by 9.7% compared with the fourth quarter of 2011 on account of absorption levels in the first three
quarters of 2012 witnessing a decrease of approximately 15.5% as compared to corresponding period last year.
(Source: Updated Gurgaon Market Analytics, PropEquity, March 2013.)

101

A graph showing the residential demand-supply analysis of Gurgaon, from 2007 to 2012, is set out below:
RESIDENTIAL DEMAND-SUPPLY ANALYSIS OF GURGAON
* Until September 2012
2007 2008 2009 2010 2011 2012*

140,000
120,000
100,000
80,000
60,000
40,000
20,000

Stock

Cumulative Absorption

% of Unsold Units

(Source: Knight Frank Report.)
After reaching its lowest in the fourth quarter of 2009, owing to launch of affordable housing in peripheral
micro-markets, the city has seen steady upward trend in pricing values and as of December 2012 had crossed pre
2008 levels. Though the average pricing values in the city have increased by approximately 38.7% over the last
five years, there are no signs of major price correction due to an inventory overhang of 10 months. Gurgaon city
has maintained an average new launch supply volumes of approximately 6,000 units every quarter over the last
five years, i.e., between the third quarter of 2007 and the third quarter of 2012, with new supply volumes
remaining stable at 25,000 to 27,000 units every year since 2009. (Source: Updated Gurgaon Market Analytics,
PropEquity, March 2013.)
The graphs showing these trends are set out below:

(Source: Updated Gurgaon Market Analytics, PropEquity, March 2013.)
Delivery commitments have risen by more than 400.0% for the upcoming years. The graph below, demonstrates
the significant increase between existing supply and upcoming supply:
3.3%
7.7%
7.3%
8.1%
11%
17.3%

N
o
.

o
f

u
n
i
t
s

102

(Source: Updated Gurgaon Market Analytics, PropEquity, March 2013.)
Key Residential, Commercial, Retail Micro-
Markets
Gurgaon is a self-sustaining real estate market
comprising all the verticals of real estate, i.e.,
residential, retail, commercial and industrial.
Major factors like availability of huge land
parcels, quality commercial properties,
proximity to the international airport, favorable
government policies and access to the talent
pool has attracted several corporates to Gurgaon
(see chart opposite for Gurgaon office space
dynamics). In terms of the retail segment,
contemporary Gurgaon is dotted with high-rise
buildings and spectacular malls. Over the years,
Gurgaon has earned the sobriquets of the
“Millennium City” and the “Mall City” of India.
As of September 2012, Gurgaon’s residential
market had witnessed a total launch of 119,404
units since 2007. Moreover, owing to enhanced
connectivity and infrastructure development, the zone witnessed absorption
of 98,713 units during the same period resulting in 17.3% remaining
unsold. Over the last four years, the average annual absorption of
residential units in Gurgaon was 20,700. The launch momentum continued in 2012, as the region witnessed the
launch of 16,492 units during the first nine months of 2012. (Source: Knight Frank Report.)
Some of the prime residential and commercial micro-markets of Gurgaon include the Mehrauli-Gurgaon or MG
Road, Golf Course Road, Golf Course Extension Road, Sohna Road and NH-8. These locations are well-
connected with New Delhi through the six-lane NH-8 and MG Road. NH-8 also provides quick and easy access
to the New Delhi International Airport. Further, a 14 km Southern Peripheral Road (SPR) covers all the major
developments in this part of Gurgaon and connects MG Road and Golf Course Extension Road with NH-8. The
connectivity between the adjoining markets of Delhi and Noida is further enhanced by the existing metro-rail.
(Source: Knight Frank Report.)
Infrastructure
Golf Course Road is the most sought after destination owing to its proximity to South Delhi (an affluent
locality) and hence boasts of the highest residential property prices in Gurgaon. MG Road is a self-sustaining
micro-market with the presence of well-developed organized retail market, superior residential development and
quality commercial offices. DLF Cybercity, Udyog Vihar, Signature Towers, DLF Corporate Park, Space IT
Park, Vatika Business Park and Unitech Infospace are some of the major commercial buildings.
10
20
30
40
50
60
70
80
*Stock in msf.
Stock
Occupied Stock
4 TIMES INCREASE
5,296
6,416
7,373
6,012
2009 2010 2011 2012
41,532
37,661
40,837
8,967
2013 2014 2015 2016
GURGAON OFFICE SPACE DYNAMICS
(Source: Knight Frank Report.)

103

Manesar located in the south Gurgaon region is a major industrial hub and has become the most preferred
destination for many leading companies including major IT/ITeS companies. This, coupled with the Reliance
SEZ, will lead to huge employment generation thereby leading to huge demand for residential real estate. Major
developers like DLF, Godrej, Anantraj and Emaar MGF have marketed these developments and strategically
launched their projects in Manesar. A 135 km Kundli-Manesar-Palwal (KMP) Expressway will further augment
demand for the residential real estate in Manesar. (Source: Knight Frank Report.)
A map showing the key infrastructure developments in Gurgaon with region differentiation is set out below,
followed by a description of these:

(Source: Updated Gurgaon Market Analytics, PropEquity, March 2013.)
Golf Course Extension Road (the “GCR extension”): Scheduled for delivery in 2014, the GCR extension is
catching up with the Golf Course Road with its quality residential development. It comprises approximately
13.0% of the total supply in Gurgaon and is likely to deliver the aforementioned committed supply. It emerges
as the most robust market vis-à-vis other regions due to its higher absorption levels and consequent lower
inventory levels. These factors and a competitive pricing strategy has enabled the developers to sell the project
in a years’ time. (Source: Updated Gurgaon Market Analytics, PropEquity, March 2013 and Knight Frank Report.)
A graph showing the two times increase between existing supply, during the period between 2009 and 2012, and
upcoming supply, estimated for the period between 2013 and 2016, relative to total supply in Gurgaon, is set out
below:

104

(Source: Updated Gurgaon Market Analytics, PropEquity, March 2013.)
Sohna Road: Adjacent to the GCR Extension, this region has witnessed a huge influx of supply in the previous
years, which has been depleting due to lack of land parcels. The delivery commitments are huge in most of the
regions and due to increasing costs and lack of labor, projects in this region are likely to experience delays. New
launches peaked in the fourth quarter of 2010 and the third quarter of 2011, when around 8,000 units were
launched. (Source: Updated Gurgaon Market Analytics, PropEquity, March 2013.)
A graph showing these trends and the expected seven times increase in existing and upcoming supply is set out
below:

(Source: Updated Gurgaon Market Analytics, PropEquity, March 2013.)
Dwarka Expressway: A new residential belt has emerged along the upcoming 18 km Northern Peripheral
Road (NPR) or the “Dwarka Expressway”. This road is expected to connect Dwarka and Palam Vihar in New
Delhi with NH-8 near Kherki Dhaula in Gurgaon. This belt is predominantly a residential area, however, a small
proportion of it is developed as a commercial area. Its proximity to the Dwarka Sub-city, Delhi International
Airport and proposed diplomatic enclave in Dwarka Phase II attracted many developers to this micro-market.
However, due to the high number of new launches, various developers, and lack of physical infrastructure, the
unsold inventory stands at approximately 32.0% of the overall unsold inventory of Gurgaon. Certain developers
have launched projects in this belt. (Source: Updated Gurgaon Market Analytics, PropEquity, March 2013 and Knight
Frank Report.)
Absorption and unsold inventory trends for this project are set out below:
2 TIMES INCREASE
8,429
5,440
3,297
0
2013 2014 2015 2016
2,088
1,306
620
1,410
2009 2010 2011 2012
6,263
7,241 7,373
280
2013 2014 2015 2016
940
1,360
313 74
2009 2010 2011 2012
7 TIMES INCREASE

105

(Source: Updated Gurgaon Market Analytics, PropEquity, March 2013.)
New Gurgaon Sectors: This
region was introduced along with
Dwarka Expressway and has
witnessed huge demand in recent
years. Along with Dwarka
Expressway, New Gurgaon is one
of the leading regions in terms of
new launches, with approximately
1,700 units being launched every
quarter. This region has also
benefitted from a steady absorption
rate; approximately 1,500 units
were absorbed every quarter for the
period between the third quarter of
2007 and the fourth quarter of
2012. The weighted average price
of available units has risen by
120.0% for the same period.
(Source: Updated Gurgaon Market Analytics, PropEquity, March 2013.) The chart opposite compares the new launch
supply and weighted average price trends for Gurgaon and New Gurgaon for the period between the third
quarter of 2007 and the third quarter of 2012. (Source: Knight Frank Report and Updated Gurgaon Market Analytics,
PropEquity, March 2013.)
Rapid Metro Rail Gurgaon (“RMRG”): The RMRG is proposed to link various micro-markets including Mall
of India and DLF Phase II and DLF Phase III, thereby enhancing connectivity with Gurgaon. This is expected
to augment demand for residential real estate in these micro-markets. (Source: Knight Frank Report.)
Indian Real Estate Regulatory Framework
Under the Constitution of India, each state in India has the legislative and administrative jurisdiction in respect
of lands within its jurisdictions and consequently, legislation varies from state to state. The real estate industry is
governed by a number of laws in respect of acquisition of land and development of real estate in India, including
the Urban Land (Ceiling and Regulation) Act, 1976, the Transfer of Property Act, 1882, the Land Acquisition
Act, 1894, the Indian Stamp Act, 1899, the Environment (Protection) Act, 1986, the Special Economic Zone,
Act, 2005, the Indian Easements Act, 1882, the Indian Registration Act, 1908, the Water (Prevention and
Control of Pollution) Act 1974, the Air (Prevention and Control of Pollution) Act, 1981 and the Environment
Protection Act, 1986; and various labour laws including the Contract Labour (Regulation and Abolition) Act,
1970 and the Minimum Wages Act, 1948. Further, a draft Real Estate (Regulation and Development) Bill, 2011
(the “Draft Real Estate Bill”) has been proposed by the Ministry of Housing and Urban Property Alleviation
and the Right to Fair Compensation and Transparency in Land Acquisition, Rehabilitation and Resettlement
Bill, 2012 (the “Land Acquisition Bill”) has been proposed by the Ministry of Rural Development in recent
years. These proposed legislations may have an impact on the real estate industry in the near future.

106

Draft Real Estate Bill
The Draft Real Estate Bill currently awaits approval of the cabinet. The Draft Real Estate Bill seeks to regulate
the real estate sector to protect the interest of consumers by establishing a real estate regulatory authority
(“RERA”) and an appellate tribunal. The Draft Real Estate Bill, among other things, proposes that every person
constructing or causing to construct, developing or altering any immovable property, or converting any existing
undeveloped immovable property or a part thereof for sale is required to register the project with RERA. In
absence of such registration, no advertisement or invitation to any member of the public for bookings in the
project can be made or advance payment or deposit can be accepted from any proposed buyer. Further, it is
proposed that a website containing details of the proposed projects, including details of the sanctions obtained,
nature of the title to the property, the agreement executed for the development of the proposed project, and
details of all encumbrances on the land will be maintained by RERA. Further, no person proposing to develop a
project for sale will be permitted to accept any sum of money as advance payment or deposit without entering
into a written agreement for sale. Failure to register the project with RERA would attract an imprisonment of up
to three years or a penalty of up to 10% of the cost of project, or both. Further, contravention of other provisions
of the Draft Real Estate Bill, the orders of the RERA or the appellate tribunal would also attract an
imprisonment which may extend up to one year or penalties which may extend up to 10% of the cost of the
project, or both.
Land Acquisition Bill
The Land Acquisition Bill seeks to govern processes in relation to land acquisition in India and contains
provisions relating to the compensation, rehabilitation and resettlement of persons affected by such acquisitions.
The Land Acquisition Bill was introduced in the Indian Parliament and is currently pending approval. The Land
Acquisition Bill proposes that “public purpose” as defined in the Land Acquisition Act, 1894 be redefined to
restrict its scope for acquisition of land for strategic purposes vital to the state, and for infrastructure projects
where the benefits accrue to the general public, for which consent of at least 80% of the project affected families
would have to be obtained through a prior informed process. Additionally, a social impact assessment study is
required to be carried out in the affected area by the appropriate government whenever land is intended to be
acquired for a public purpose. It is proposed that a minimum compensation based on the market value of the
land, as well as rehabilitation and resettlement benefits, including rehabilitation and resettlement amounts, land,
one-time subsistence allowance or inflation adjusted annuity and mandatory employment be provided to
members of the affected families. Further, the relevant district Collector may take possession of the land to be
acquired only after the payment of compensation and completion of rehabilitation and resettlement of affected
persons. While change of the purpose or related purposes for which the land is originally acquired is not
permitted, specific permission from the appropriate Government authority is required for change in ownership
of the acquiring entity.
Market Outlook and Future Trends
The year 2012 has seen a number of steps taken by the Government to support the real estate sector. As a result,
developers believe that 2013 will be a positive year for the sector. The sector is expected to grow at a rate of
30.0% over the next decade. Further, it is expected that the sector will receive inflows of U.S.$ 4.0-5.0 billion
from overseas investors in the next couple of years. (Source: IBEF.) Certain select future trends for each of the
residential, commercial and retail sectors are set out below.
Residential
With significant changes taking place in the lifestyle and housing requirements of end-consumers across
segments, several new trends have emerged in the residential sector. Set out below are some of the prominent
trends.
A number of developers are undertaking green buildings projects in order to create a sustainable
environment. Home-buyers were also noticed to favour green developments.

107

(Source: C&W Report.)
(Source: C&W Report.)
-50.000 0. 000 50.000 100.000 150.000 200.000 250.000 300.000
Ahmedabad
Bengaluru
Chennai
Hyderbad
Kolkata
Mumbai
NCR
Pune
Units
CITYWISE RESIDENTIAL DEMAND-
SUPPLY PROJECTIONS (2012 - 2016)
GAP HIG DEMAND HIG SUPPLY HIG
GAP MIG DEMAND MIG SUPPLY MIG
0%
5%
10%
15%
20%
25%
30%
35%
40%
45% 0
10
20
30
40
50
60
2012 2013 2014 2015 2016
G
a
p

(
%
)
M
i
l
l
l
i
o
n

s
q
u
a
r
e

f
e
e
t
Year
Supply Absorption Gap
OFFICEDEMAND-SUPPLY PROJECTIONS
(Top Ei ght Cities)
India's luxury housing market has evolved
significantly over a period of time, with the latest
trend being “branded homes”. Cities like Pune,
NCR and Mumbai have embraced the concept of
branded homes, with several such projects
already underway. These projects command a
significant premium, i.e., over 25.0%, over the
existing high-end and luxury units.
End-users are increasingly preferring integrated
townships and gated communities that provide
easy accessibility to work places, retail options,
day-care, schools, hospitals, and recreational
options, in a safe, secure and pleasant
environment.
An additional demand of approximately 11.8 million
housing units is expected in the next five years
growing at a CAGR of 2.8% during the period
between 2012 and 2016. Approximately 18.0% of the
pan-India demand is likely to be concentrated across
the top eight cities estimated at 2.1 million units
during the period between 2012 and 2016. Of the total
expected demand in the top eight cities, the mid
income group (MIG) segment is estimated to be
approximately 59.0% at 1.3 million units followed by
demand from the higher income group (HIG) which is
451,000 units and the lower income group (LIG) with
362,000 units. The affordable segment of the property market, which is
expected to record approximately three times more demand than supply, might
see the demand-supply gap increasing during the next five years during the
period between 2011 and 2015. (Source: C&W Report.)
Commercial
Overall, demand for commercial real estate is expected
to be positive as companies, especially IT/ITeS
companies are still committed to their plans of
expansion and consolidation, albeit after some
anticipated improvement to the global economy. The
next five years, i.e., during the period between 2012
and 2016, are expected to witness absorption of nearly
180.0 msf of developed space across eight major cities.
The top three office markets of Bengaluru, Mumbai
and NCR, due to their attractive supply of Grade A
office spaces and the talent pool available to
multinational companies in these cities, will continue
to dominate the absorption scenario with nearly 57.0%
of the total absorption being concentrated in these
cities. The overall absorption is likely to increase at a
CAGR of 5.0%. However, in markets with existing
high vacancy rates as of 2012 such as Mumbai, Pune,
Bengaluru and NCR, the developers are likely to adopt a cautious approach
towards supply and maintain a balance. Supply, on the other hand, is expected to witness moderate annual
growth of around 2.0% over these years.
Nearly all cities are expected to experience positive CAGR in supply during the next five years. However, of the
markets with the highest demand-supply gap, NCR, Mumbai and Kolkata will be the markets where supply will
be higher than demand during the period between 2012 and 2016. In NCR, the locations of Gurgaon and Noida
have a significant pipeline of under-construction and planned developments. (Source: C&W Report.)

108

(Source: C&W Report.)
23
1
1
6
22
42
4
BENGALURU CHENNAI HYDERABAD
KOLKATA MUMBAI NCR
PUNE
RELATIVE PENETRATION OF LUXURY RETAILERS
(Source: C&W Report.)
Retail
The retail market size in India is estimated at
approximately U.S.$ 450.0 billion as of 2012
and it is expected to be approximately U.S.$
600.0 billion by 2016.
According to a sector profile released by the
Federation of Indian Chambers of Commerce
and Industry in 2010, 5.0% of the total retail
market size was captured by organized retail,
which was expected to increase to 7.0% by
2016. This would result in an organized retail
market size of U.S.$ 22.5 billion in 2012,
growing to U.S.$ 42.0 billion by 2020. The
total mall stock spread across the top eight
cities in India was estimated at 64.7 msf.
However, this sudden growth in retail
activities in India may have led developers to
overestimate the demand, resulting in high
vacancies in certain micro markets such as Ahmedabad, Pune and NCR. Demand for
retail space was further affected by factors such as inefficient mall management, lack of understanding of tenant
mix and absence of new retailing methods, which have kept retailers at bay from many projects in the initial
period of mall development, most of which continue to remain vacant. Developers have since been cautious,
while at the same time creating high quality, well serviced retail malls and adopting innovative rental structures
to ensure that their malls have high occupancies and footfalls.
Traditionally, Mumbai and NCR have been considered a favourite destination for luxury retailers as they have
marked the evolution of mall culture in India. However, luxury retailers have started focusing on Bengaluru due
to a large consumer base which is globally well-travelled, with higher exposure to global brands apart from
possessing higher disposable incomes. Despite the existing high vacancy levels, NCR may potentially witness
completion of at least 10.0 msf of mall space by 2016 as developers cater to the ever-growing residential
catchments of Gurgaon and Noida.
FDI in multi-brand retail will increase the fund flow in the sector over the next few years. As more international
brands are introduced with quality product mix and best practices, new segments will evolve and the quality of
future retail real estate supply in India will have an important role to play. Further, with the growth of private
consumption due to relaxation in headline inflation and anticipated decline in interest rates, the retail dynamics
in India may witness a second round of refinement in retail practices, designs and formats. (Source: C&W Report.)

109

OUR BUSINESS

Certain information presented in this section that relates to the Occupancy Rate of our commercial and retail leased
properties, the percentage contribution to gross income by 10 largest tenants for our commercial and retail properties, the
description of our projects, our DT Cinemas business, Hotel Hilton Garden Inn, The Lodhi and our fire stations is based on
management estimates and has not been verified independently. Further, certain information presented in this section
regarding Development Potential, Saleable Area or Leasable Area is based on management estimates and has not been
verified independently to the extent it does not relate to our Projects under Construction or Planned Projects.
Unless otherwise stated, references in this section to “DLF”, “the Company” or “our Company” are to DLF Limited, and
references to “we”, “our” or “us” are to the Company along with its Subsidiaries, Joint Ventures, Associates and
partnerships on a consolidated basis.
OVERVIEW
We are one of the leading publicly listed real estate development companies in India. We are primarily engaged
in the business of development and sale of residential properties (the “Development Business”) and the
development and leasing of commercial and retail properties (the “Lease Business”).
Our Development Business spans all activities related to residential real estate development, from the
identification and acquisition of land through to the planning, execution, marketing and sales of our
development projects. Our residential properties include plotted developments, houses, villas and apartments of
varying sizes, with a focus on luxury and high end residential developments, as well as integrated townships.
Our Development Business also consists of the development and sale of certain commercial and shopping
complexes including those that are integral to the residential developments they are attached to.
Our Lease Business involves leasing of our commercial and retail properties. Our commercial properties include
corporate offices, IT Parks, IT SEZs and built-to-suit facilities, with a focus on properties that attract large
multinational tenants. Our retail properties include shopping malls, which in many cases include multiplex
cinemas and food courts. Our utilities and facility management services business supports and complements our
Lease Business.
As of December 31, 2012, we had developed 105 real estate projects over approximately 262.4 msf of area, with
approximately 231.9 msf of Saleable Area and approximately 30.6 msf of Leasable Area. As of December 31,
2012, we had 34 Projects under Construction over approximately 46.1 msf of Saleable Area and 5.8 msf of
Leasable Area. As of that date, we were working on seven Planned Projects with approximately 11.0 msf of
Saleable Area and 0.2 msf of Leasable Area. Set out below are certain details in relation to the aggregate
Saleable Area and Leasable Area for our Completed Projects, Projects under Construction and Planned Projects,
as of December 31, 2012.
Type of Real Estate Development Completed Projects
?
Projects under
Construction
Planned Projects
Saleable
Area
Leasable
Area
Saleable
Area
Leasable
Area
Saleable
Area
Leasable
Area
(msf)
Development Business
Residential 226.5 -- 42.1
?
-- 11.0 --
Commercial and shopping complexes* 5.4 -- 3.9 -- -- --
Sub-Total 231.9 -- 46.1
?
-- 11.0 --
Lease Business
Commercial -- 29.0 -- 3.8
?
-- --
Retail -- 1.6 -- 2.0 -- 0.2
Sub-Total -- 30.6 -- 5.8
?
-- --
Total 231.9 30.6 46.1
?
5.8
?
11.0 0.2
______
*Constitutes

a miniscule portion of our Development Business.
?
This information is based on management estimates and has not been verified independently.
?
Represents our economic interest in the projects and excludes 10.3 msf of Saleable Area being developed by us pursuant to certain joint
development and joint venture arrangements.
?
Represents our economic interest in the projects and excludes 0.4 msf of Leasable Area being developed by us pursuant to cert ain joint
development and joint venture arrangements.
Historically, we have focused our business on the Delhi Metropolitan Region and Gurgaon. While we have
expanded our operations in recent years to other metro cities and certain other regions in India, we expect
markets in and around Chennai, Bengaluru, Kolkata, Hyderabad and Chandigarh to be our principal markets in
the near future, in addition to the Delhi Metropolitan Region and Gurgaon.

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We have Land Reserves across India, and as of December 31, 2012, we had approximately 6,175 acres of land
parcels, with an aggregate estimated Development Potential of approximately 332.4 msf. Of these,
approximately 274.9 msf, or 82.7% of the total Development Potential, relates to our Development Business and
approximately 57.5 msf, or 17.3% of the total Development Potential, relates to our Lease Business. See “––Our
Operations––Our Land Reserves” below.
During the nine month period ended December 31, 2012, our consolidated sales and other income was
`67,769.5 million and our consolidated net profit was `7,161.1 million. In Fiscal 2012, Fiscal 2011 and Fiscal
2010, our consolidated sales and other income was `102,238.5 million, `101,444.4 million and `78,509.0
million, respectively, and our consolidated net profit was `12,008.2 million, `16,396.1 million and `17,198.3
million, respectively.
History and Recent Developments
We and our predecessors have been steadily building our real estate business since 1946 and have developed
many of Delhi’s well known urban colonies including Krishna Nagar, South Extension, Greater Kailash, Kailash
Colony and Hauz Khas. We have also developed DLF City, which is an integrated township in Gurgaon that
includes residential, commercial and retail properties in a modern city infrastructure with schools, shopping
malls and a leading golf and country club. DLF City also incorporates DLF Cyber-City, our leading commercial
development.
During the period from 2003 to 2008, the Indian real estate sector witnessed significant growth and demand, led
by increasing affluence and an expanding middle-class with higher levels of disposable income, as well as
increased demand for commercial and retail space from multinational businesses and retail operators. Our
business grew steadily during this period, and we commenced and launched several new commercial, retail and
residential projects and expanded our operations across India. Following our initial public offering and listing on
the BSE and the NSE in 2007, we sought to diversify our operations into areas such as hospitality, wind power,
SEZs and insurance.
In Fiscal 2009, the Indian economy started feeling the impact of the global financial crisis. This led to an
increase in interest rates and a shortage of affordable credit, accompanied by inflationary pressures. These
factors have had an adverse effect on the Indian real estate sector as a whole. The period of activity prior to the
financial crisis had seen a build-up of large quantities of oversupply in the Indian real estate market, across the
commercial leasing, retail leasing and residential housing sectors and this, combined with a lack of liquidity,
high interest rates and investor uncertainty, resulted in reduced demand and downward pressure on prices for
properties as well as a reduction in the volume of leasing and lease income. The outlook towards the Indian real
estate sector changed significantly during this period and stricter provisioning and risk weightage norms adopted
by banks resulted in a lack of affordable financing for the sector. As a consequence, our business was adversely
affected by lower revenues and cash flows, on the one hand, and higher input and financing costs, on the other.
In order to effectively respond to the adverse effects of the macro-economic situation and in order to stabilize
our business, we restructured our operations into two business streams – the Development Business and the
Lease Business, and integrated the operations of Caraf and its subsidiaries, including DAL, with our Lease
Business in Fiscal 2010. See “––Our Operations”. This resulted in a substantial consolidation of our lease
properties and provided us with relatively stable cash flows from lease income. Further, we implemented a
strategy of focusing on our core business of real estate development and leasing while seeking to unlock the
value of non-strategic businesses and non-core assets, and the divestment process is currently on-going. Set out
below are certain key transactions that formed part of this process.
Divested certain non-strategic and non-core land parcels in various regions in India.
Divested a portion of our interest in an IT park commercial development in Noida, Uttar Pradesh (the
“Noida IT Park JV”) to IDFC Limited, in December 2011.
?

Divested our interest in DLF Ackruti Info Parks (Pune) Limited, our joint venture with Hubtown Limited,
which holds a land parcel notified as an IT/ITeS SEZ located in Pune, Maharashtra, in December 2011.
Divested our interest in Adone Hotels and Hospitality Limited, our joint venture with Hilton International,
which held certain land parcels in Chennai, Kolkata, Mysore and Thiruvananthapuram for the development
of hotels and other hospitality projects, in June 2012.*
Divested our interest in Jawala Real Estate Private Limited, which owns the NTC Mills land at Lower Parel
in Mumbai, in August 2012.
Entered into a definitive agreement in December 2012 for the sale of our shareholding in Silverlink Resorts
Limited, which owns hotels and resorts operating under the “Aman Resorts” brand.**

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Entered into a definitive agreement in January 2013 for the sale of our wind energy undertaking in Gujarat
with an aggregate capacity of 150MW.
?

Entered into a definitive agreement in April 2013 for the sale of our wind energy undertakings in Tamil
Nadu and Rajasthan with an aggregate capacity of 67.5 MW.
?

______
?
Under the terms of the share purchase agreement, IDFC Limited is required to purchase our remaining shareholding in the Noida IT Park
JV in proportion to the occupancy rate for this property.

* For further details, see “––Other Businesses––Hotels”.
** This sale does not include The Lodhi hotel property located in New Delhi. See “––Other Businesses––Hotels”.
?
These transactions did not include our wind energy undertaking in the state of Karnataka with an aggregate capacity of 11.2 MW, the sale
of which is currently under discussion. See “––Other Businesses––Wind Energy”.
Economic conditions in Fiscal 2012 and the nine month period ended December 31, 2012 remained challenging,
and our net profits have continued to experience a downward trend during these periods. However, we believe
that demand conditions in the real estate sector are exhibiting early signs of improvement, and signs of declining
interest rates as well as renewed activity in the lending and public capital markets are expected to ease funding
pressures. As we continue to build on our core business of real estate development and leasing and streamline
our restructured organization structure, we believe that we are well placed to achieve our targets of reducing our
overall indebtedness, executing our real estate development and leasing operations and taking advantage of a
potential revival in economic growth and its resultant positive effects on the real estate sector.
STRENGTHS
We believe that the following are our primary competitive strengths:
An established, reputable developer with a strong brand name
We are one of the leading publicly listed real estate development companies in India. Since 1946, we have
developed 105 real estate projects over approximately 262.4 msf of area, which included approximately 231.9
msf of Saleable Area and approximately 30.6 msf of Leasable Area. We believe that we have developed some of
the most identifiable landmarks in the Delhi Metropolitan Region and Gurgaon.
We believe that our position as one of the leading real estate developers in India is largely due to our diversified
product offering and established execution capabilities. Several of our office and retail lease properties are
Grade-A spaces that are well-designed, energy efficient buildings with all modern amenities and high safety,
maintenance and service standards. We continually offer our customers new designs and concepts. We believe
that supporting facilities and infrastructure that we continue to develop, such as multi-level car parking facilities,
fire stations, connecting roads, highways and rapid rail transit systems, benefit our customers and enhance the
value of our developments. We also provide utilities and facility management services for all our lease
properties and certain residential developments, including environment-friendly power and power back-up. Our
developments typically integrate high construction and safety standards.
Our reputation as an established developer attracts high-income customers and multinational corporates seeking
to occupy multiple locations. Further, we believe that our reputation for prompt payment, execution of projects
and transparent business operations has created a relationship of trust with our suppliers, agents, customers and
tenants, many of whom have been involved with us over a long period of time. We retain internationally and
nationally renowned architectural, design and engineering consultant firms, and reputable construction and
project management contractors, for our projects.
We and our development projects have received several awards and accolades in the last five years, including
the “Best Global Developer Award” for 2009 by the Euromoney magazine and the “Most Respected Real Estate
Company in India” award from the Business World magazine in 2011. We believe that these awards are a
recognition of our strong brand and established track record.
Large Land Reserves and projects at strategic locations
We believe that our large Land Reserves are an important component of our real estate development business.
We have Land Reserves across India, amounting to approximately 6,175 acres, with an aggregate estimated
Development Potential of approximately 332.4 msf. Approximately 48.0% of our Land Reserves are located in
Gurgaon, 7.0% in the Delhi Metropolitan Region, 7.0% in Chennai, 7.0% in the Chandigarh Tri-City, 6.0% in
Hyderabad, 2.0% in Kolkata, 9.0% in Bengaluru and the remaining 14.0% in various other key locations such as
Lucknow, Indore, Gandhi Nagar, Jalandhar, Shimla, Nagpur, Panipat, Sonepat, Kochi, Bhubaneswar and
Nagpur. See “––Our Operations––Our Land Reserves” below. We believe that our current Land Reserves, of
which approximately 90.0% are fully paid for, are sufficient for our planned developments and our intended

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growth plans for the foreseeable future. This, we believe, is one of our key competitive strengths and protects us
against inflation in land prices.
Our Land Reserves provide us with the ability to develop projects at strategic locations, which we believe
command higher values and growth rates resulting in relatively higher margins and higher lease income.
Further, appreciation in the value of our Land Reserves has in the past resulted in the profitable sale of certain
land parcels and plotted developments.
We believe that our strategically located luxury residential developments such as The Aralias and The
Magnolias appeal to our higher income customers, while our townships such as DLF City are developed with
easy access to city centers. Our commercial developments such as DLF Cyber-City, Hyderabad IT SEZ and
Chennai IT SEZ are located in areas that are attractive to our multinational and Indian tenants. We believe that
our strategically located retail shopping malls such as DLF Emporio at Vasant Kunj in New Delhi attract
international and national luxury and designer brands as tenants. We further believe that our retail shopping
malls such as DLF Promenade at Vasant Kunj, New Delhi, DLF Place at Saket, New Delhi and City Centre
DLF at Chandigarh with integrated multiplex cinemas and food courts afford convenient access to target
customers of our retail tenants, both in city centers and suburban locations. See the description of our key
projects under “––Our Operations” below.
Large scale of operations
The size of our operations allows us to benefit from economies of scale and is one of the contributing factors to
the greater credibility that we enjoy with sellers of land as well as buyers of our properties. We believe that our
ability to purchase large plots of land from multiple sellers enables us to create large, contiguous parcels of land,
which enables us to undertake projects with sizeable development potential such as DLF City, our integrated
township in Gurgaon. In addition, our expansive Land Reserves also allow us to respond more effectively to
changes in market conditions and demand. We are able to undertake large scale projects in multiple phases,
which provides us the opportunity to monitor market acceptance and modify or vary the scale of our projects in
accordance with customer preferences. The scale of our developments also creates demand for our other
businesses such as the utilities and facility management services business. Additionally, the multiplicity of our
projects, locations and size allows us to build strong, long-term relationships with construction and project
management firms and contractors. We are also able to generate economies of scale for the acquisition of raw
materials.
Diversified real estate portfolio
We believe that our portfolio of projects is diversified across locations, income groups and price-points, and also
across the residential, commercial and retail segments. We offer our portfolio of residential projects and plotted
developments across varying price-points for different income groups, while seeking to prevent excessive
exposure to lower margin segments.

We offer a wide spectrum of commercial and retail developments across all
formats that cater to the requirements of the IT/ ITeS sector, the BFSI sector as well as the retail industry. We
believe that our projects are strategically located and carefully planned. We conduct comprehensive market
research and analysis of our projects to analyze absorption trends, competitive factors, market prices and
product gaps, which we believe helps us customize our product offerings to cater to market demand in a
particular location. We believe that this diversity of projects, locations and product offerings helps us cater to
different market segments and mitigate the risk of dependence on a particular segment or region.
Recurring income from a strong portfolio of leased properties
We believe that we benefit from recurring income streams in our Lease Business, and that this income from our
Lease Business provides us with a stable source of revenue and cash flow. We also generate revenues from the
provision of utilities and facility management services as well as certain other ancillary services. The income
from our Lease Business during the nine month period ended December 31, 2012 and in Fiscal 2012 was
`12,098.3 million and `15,504.2 million, respectively, which constituted 17.9% and 15.2%, respectively, of our
total sales and other income. Further, during these periods, we earned `9,909.0 million and `12,082.0 million in
income from maintenance and other services and generation of power, which constituted 14.6% and 11.8%,
respectively, of our total income during these periods.
Several of our commercial and retail developments are located in key Indian cities and locations that have
experienced high growth in recent years. This has resulted in a strong demand for rental space in such locations.
A majority of our commercial developments are conveniently located within the primary and secondary central
business districts within such cities and locations, close to residential developments, amenities and an effective
transportation system. Moreover, certain of these developments are located within certain notified SEZs that

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entitle us and our tenants to certain tax and other benefits. Our shopping malls are characterized by aesthetic
design, high quality infrastructure as well as leisure and entertainment options such as multiplex cinemas, food
courts and restaurants. The locations of our malls, as well as the mix of retail outlets within them, are carefully
planned based on the profile of the relevant catchment areas as well as our understanding of consumer
preferences, with the aim of attracting shoppers and ensuring an attractive mix of international brands, national
retailers and leading local retailers.
A majority of our portfolio properties have been designed to be environment-friendly, are equipped with modern
facilities and infrastructure such as power, power back-up, central air-conditioning and seamless voice and data
connectivity as well as amenities that include restaurants, cafeterias, convenience stores, banks, ATMs and
health clubs. We believe that these high quality, integrated building facilities enhance the attractiveness of our
leased portfolio properties. We offer our tenants large floor plates, with wide column span and high floor-to-
floor clearance for optimal space utilization. Certain internal structures within our portfolio properties have been
specially constructed and customized to meet the requirements of our tenants.
Further, our ability to achieve strong recurring income is also driven by our ability to successfully establish and
nurture relationships with reputable commercial and retail tenants. A significant proportion of our tenants are
large multinational and Indian corporations which we believe provides us stability of operations and is evidence
of the quality and competitive advantage our properties have over other competing developments.
Experienced and dedicated management
We have an experienced, highly qualified and dedicated management team, many of whom have over 25 years
of experience in their respective fields. Our professional staff covers a variety of disciplines, including land
acquisition, finance, engineering, project management, architecture, accounting, marketing and sales. Because
of our established brand name and reputation, we have been able to recruit high caliber management and
employees. We 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 continue to take advantage of both current and future market opportunities and identify
strategic locations for land acquisitions, new markets and potential sites for development, as well as provide
assistance in the design, engineering, construction management, supervision and marketing of our projects.
STRATEGY
The key elements of our business strategy are as follows:
Focus on our core business
We intend to focus on our core business of real estate development and leasing. As part of this strategy, we
intend to focus on a volume, product and price combination that helps us achieve relatively better operating cash
flows and realizations, i.e., average selling price per square foot of developed area. As a result, our Development
Business is focused primarily on the development of premium and luxury residential projects. Over the last few
years, we have launched several plotted developments, which we believe offer shorter cash flow cycles, reduce
our exposure to commodity inflation and other macro-economic considerations and help in working capital
management. We believe that our product mix of premium or luxury residential developments and plotted
“gated” colonies is well balanced to achieve our margin and cash flow targets. We intend to continue
outsourcing most of our construction related activities as well as project management to third-party contractors
and firms. This, we believe, will improve our execution timetable and will enable our management to focus on
our core activity of real estate development. We also believe that this will improve the quality of construction in
our developments and will allow us to embark on more complex and ambitious projects.
Launch certain select residential and commercial projects
We believe that a revival in economic growth in India could result in increased demand for residential projects
in the country, particularly in non-metro cities. Further, a reduction in interest rates would further enhance the
ability of our potential customers to access finance. We propose to take advantage of such increased demand
through the launch of certain select projects. We plan to focus on the development and launch of residential
projects under our Development Business in certain key locations, particularly in the Delhi Metropolitan
Region, Gurgaon and the Chandigarh Tri-City. As of December 31, 2012, we had 24 Projects under
Construction and six Planned Projects for residential properties in our Development Business with expected
Saleable Area of approximately 42.1 msf and 11.0 msf, respectively. We believe that these projects, when
developed, will attract a premium on account of their strategic locations. Further, we plan to focus on certain

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commercial and shopping complexes under the Development Business in select locations, mainly in non-metro
cities, with approximately 3.9 msf of Saleable Area under construction.
Continue to focus on the growth of our Lease Business
With respect to our Lease Business, we believe that demand for commercial office spaces will increase as the
BFSI, IT/ITeS, knowledge processing and business outsourcing sectors grow and continue to drive real estate
demand. We also expect increased demand from the manufacturing, consulting and telecom sectors. In addition,
we expect significant demand for retail developments on account of factors such as scope for penetration of
organized retail in India, relaxation of norms for FDI in multi-brand and single-brand retail trading and
absorption of existing supply of retail space in certain key regions.
We believe that the income from our Lease Business will continue to increase over a period of time on account
of an escalation in lease income in accordance with the terms of our lease deeds with our tenants, besides an
increase in market rates in general. We intend to continue to maintain our existing relationships with our tenants
as well as establish new relationships in order to improve our Occupancy Rates. We believe that the high quality
and convenient location of our commercial and retail properties, as well as the modern facilities, infrastructure
and amenities that we offer to our tenants, will assist us in differentiating our leased portfolio properties from
those offered by our competitors. We propose to increase our leased commercial portfolio properties in order to
meet increased demand over the medium term and intend to develop certain retail projects such as the Mall of
India project in Noida and the Yashwant Singh Place project in Chanakyapuri, New Delhi to increase our leased
retail properties in the near future.
Complete divestiture of selected non-core assets and businesses
We intend to complete our planned divestiture of select, non-core assets and non-strategic businesses. We have
in the past divested our interests in certain non-core assets which included land parcels identified for IT parks,
IT SEZs, hospitality projects and long gestation projects with no immediate development plans and
integrated township projects, as well as certain businesses the monetization of which we believe would not
enhance our financial performance over the long-term, such as hospitality, construction, retail brands and wind
energy.
We commenced the divestment process in Fiscal 2010. Against an initial target of `100,000.0 million that we
had set internally at the end of Fiscal 2011, we were able to realize cumulative proceeds of `48,410.0 million
until Fiscal 2012 from the divestment of non-core assets and businesses. Subsequently, we realized proceeds of
`31,600.0 million during the nine month period ended December 31, 2012 from the divestment of non-core
assets and businesses. We intend to realize a sizeable portion of the remaining amount from certain divestments
in the foreseeable future. Further, we are currently in discussions with prospective buyers for the sale of our
wind energy undertaking in the state of Karnataka with an aggregate capacity of 11.2 MW. In addition, the
terms of our share purchase agreement with IDFC Limited require it to purchase our remaining shareholding in
the Noida IT Park JV in proportion to the occupancy rate of the property.
Reduce debt and rationalize costs
Our aggregate Net Debt amounted to `214,199.6 million, `226,997.2 million and `214,330.1 million as of
March 31, 2011, March 31, 2012 and December 31, 2012, respectively. However, on account of successive
hikes in the bank rate by the Reserve Bank of India between March 2010 and October 2011 and the lack of any
significant reductions thereafter, our average cost of debt has continued to increase from 11.3% at the end of
Fiscal 2011 to 12.7% at the end of Fiscal 2012. Our average cost of debt as of December 31, 2012 ranged
between 12.5% and 13.0%. In Fiscal 2012 and the nine month period ended December 31, 2012, we incurred
finance costs of `22,464.8 million and `17,258.7 million, or 22.0% and 25.5%, respectively, of our sales and
other income during these periods. We therefore believe that it is important to reduce our overall indebtedness
and to reduce the cost of our debt in order to improve our performance. Towards this end, we intend to utilize a
portion of the proceeds from the divestiture process described above as well as a portion of the proceeds from
this Issue to repay a portion of our debt.
Further, we believe that we have rationalized our capital expenditure. In particular, we do not expect to incur
significant capital expenditure for our commercial projects as a substantial portion of capital expenditure for
such projects has already been incurred. We will however continue to incur residual capital expenditure to
complete projects where a significant portion of the planned expenditure has already been incurred, or where a
major portion of the property has been pre-leased. We also plan to incur capital expenditure towards
development of certain retail projects in the near future. See “––Continue to focus on the growth of our Lease
Business” above. Further, in order to mitigate the risks relating to commodity inflation and rising labor costs, we

115

have recently introduced an escalation clause in some of our development projects. We believe that this will
assist us in partially mitigating an increase in construction costs in a fair, efficient and transparent manner.
Rationalize our Land Reserves and increase our presence in strategic locations
In furtherance of the strategies discussed above, we seek to concentrate on and expand our operations in certain
key geographic markets that we consider to be strategically important. We intend to continue to focus on
rationalizing portions of our Land Reserves that we do not consider having significant development potential.
Towards this end, we divested our interests in certain identified, non-core land parcels in select cities related to
hospitality projects, IT Parks or IT/ITeS SEZs, or other long-gestation projects with no immediate development
plans. See “—History and Recent Developments” above. We intend to continue to do so in the near future. At
the same time, we intend to continue to selectively replenish our Land Reserves to the extent consistent with our
strategic imperative of contiguity and so far as it is required to implement our strategy of achieving the
appropriate product and price mix. See “––Focus on our core business”, discussed above. In this regard, we
have acquired certain additional land parcels in New Gurgaon and the Chandigarh Tri-City in recent years, and
may continue to do so in the near future in these and certain other regions.
Continue to develop supporting infrastructure for our key developments
We intend to continue to invest in the development of supporting infrastructure in certain select, strategic
locations to ensure the high quality of our commercial and retail portfolio properties as well as certain
residential developments. Since a significant portion of our developments are located in DLF City and Phase-V
in Gurgaon, we have initiated the implementation of this strategy in areas within or surrounding this integrated
township, in addition to certain areas in the Delhi Metropolitan Region.
In this regard, we have undertaken the joint development of a rapid metro-railway network around DLF Cyber-
City, Gurgaon, which would be interconnected with the Delhi-Gurgaon metro link. When operational, this rapid
metro-railway network will have a track length of approximately five kilometers with stops at six stations. The
project is a joint venture with ITNL Enso Rail Systems Limited (“IERS”) and ITNL, which are subsidiaries of
IL&FS. We are also making investments in a joint project with HUDA, on a 50:50 cost-sharing basis, which
involves upgrading a road network between National Highway-8 and Sector 55/56 in Gurgaon in accordance
with the design specifications prescribed by the HUDA. When developed, the total length of this road network is
expected to be approximately 10.2 kilometers, and will connect the Gurgaon Toll Plaza to Sector 55/56 through
the DLF Cyber-City and the DLF Phase-V developments and several other residential developments in the
vicinity. Further, we have set up two fire stations in Gurgaon, one at DLF Cyber-City and the second at Phase-
V. The hydraulic platform at the DLF Cyber-City fire station is 90.0 meters in height, which we believe is the
highest available to date in India. Further, we have built, and currently operate, two multi-level car parking
facilities in New Delhi. We also offer certain retail and office space to our tenants at these facilities.
We believe that development of these infrastructure projects will benefit our customers and enhance the quality
of our leased portfolio properties, resulting in higher lease income from such developments as well as an
appreciation in value of our existing and future residential developments in the vicinity.
OUR OPERATIONS
In Fiscal 2010, we restructured our operations into two business streams – the Development Business and the
Lease Business.
Subsequently, a special committee of our Board consisting of independent Directors was set up to examine the
feasibility of integrating certain lease businesses held by the Promoter Group with our lease business with the
intention of, among other things, eliminating conflicts of interest and achieving management integration. Upon
acceptance of the recommendations of the special committee by our Board, we integrated the operations of
Caraf and its subsidiaries, including DAL, with that of our subsidiary, DCCDL (the “Caraf Transaction”).
Caraf and its subsidiaries were then owned by the Promoter Group companies. Since Caraf and its subsidiaries
are also primarily engaged in the business of leasing developed commercial properties like DCCDL, the
integrated entity represents a significant majority of our Lease Business. Under the terms of the Caraf
Transaction, three Promoter Group companies, namely Rajdhani Investments and Agencies Private Limited,
Buland Consultants & Investments Private Limited and Sidhant Housing and Development Company (together,
the “Caraf Promoters”), who were also the controlling shareholders of Caraf, transferred the entire issued share
capital of Caraf to DCCDL. The Caraf Promoters were issued 159,699,999 fully paid-up 9% compulsorily
convertible preference shares (the “CCPS”) by DCCDL, which upon conversion into equity shares would
constitute 40.0% of the post-conversion issued and paid-up capital of DCCDL on a fully diluted basis. The
terms of the CCPS require that the right of conversion should be exercised by the Caraf Promoters, in one or

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more tranches, on or before March 18, 2015. No dividends will be payable on the CCPS to the extent they are
converted by the Caraf Promoters into equity shares of DCCDL.
Set out below is a graphical illustration of our two main business streams, along with brief details of the main
segments under each business.
Set out below are certain details in relation to the aggregate Saleable Area and Leasable Area for our Completed
Projects, Projects under Construction and Planned Projects, as of December 31, 2012.
Type of Real Estate Development Completed Projects
?
Projects under
Construction
Planned Projects
Saleable
Area
Leasable
Area
Saleable
Area
Leasable
Area
Saleable
Area
Leasable
Area
(msf)
Development Business
Residential* 226.5 -- 42.1
?
-- 11.0 --
Commercial and shopping complexes** 5.4 -- 3.9 -- -- --
Sub-Total 231.9 -- 46.1
?
-- 11.0 --
Lease Business
Commercial -- 29.0 -- 3.8
?
-- --
Retail -- 1.6 -- 2.0 -- 0.2
Sub-Total -- 30.6 -- 5.8
?
-- --
Total 231.9 30.6 46.1
?
5.8
?
11.0 0.2
______
?
This information is based on management estimates and has not been verified independently.
* Residential includes luxury and premium segments, which includes plotted developments and independent floors as well.
**Constitutes

a miniscule portion of our Development Business.
?
Represents our economic interest in the projects and excludes 10.3 msf of Saleable Area being developed by us pursuant to certain joint
development and joint venture arrangements.
?
Represents our economic interest in the projects and excludes 0.4 msf of Leasable Area being developed by us pursuant to certain joint
development and joint venture arrangements.
Our Land Reserves
Land is an important resource and we consider it a significant contributing factor to our business. As of
December 31, 2012, we had approximately 6,175 acres
?
of Land Reserves, with an aggregate Development
Potential of approximately 332.4 msf
?
. As of December 31, 2012, we owned 2,773 acres
?
, or approximately
45.0% of our Land Reserves, either directly or through our Subsidiaries, and as of that date, we had entered into
arrangements with third parties, including joint development and joint venture arrangements, for construction
on, and development of, 3,403 acres
?
of land, or approximately 55.0% of our Land Reserves.
DLF LIMITED
LEASE BUSINESS
DEVELOPMENT BUSINESS
RESIDENTIAL COMMERCIAL AND SHOPPING
COMPLEXES
UTILITIES AND FACILITIES
MANAGEMENT SERVICES
COMMERCIAL RETAIL
Plotted Developments
Apartments and Villas
Built-to-Suit
Facilities
IT SEZs AND IT
Parks
Corporate Offices
Independent Floors

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As of December 31, 2012, approximately 90.0% of our Land Reserves was fully paid for, and as of that date, the
balance due to third parties under various arrangements in respect of our Land Reserves was `21,876.9 million*,
representing approximately 10.0% of our Land Reserves.
______
?
This figure does not include the land parcels underlying certain portions of our Projects under Construction where development had been
completed as of December 31, 2012. Further, certain parcels of land are currently in dispute. See “Legal Proceedings” for details.
* This amount does not include a sum of approximately `3,000.0 million that may be payable in the future in the event we decide to acquire
freehold rights in respect of certain land parcels for which we presently have leasehold rights, on completion of the relevant legal
requirements in this regard.
We have Land Reserves across India. Set forth below are certain details regarding geographic distribution of our
Land Reserves.
Type of Real Estate Development Development Business Lease Business Total
Development Potential (msf)
?

Gurgaon 125.7 34.4 160.1
Bengaluru 30.5 -- 30.5
Delhi Metropolitan Region 19.2 5.4 24.6
Chennai 17.7 6.2 23.9
Hyderabad 18.6 0.9 19.5
Chandigarh Tri-City 23.0 -- 23.0
Kolkata 4.3 1.8 6.1
Other Indian Cities 36.0 8.8 44.8
Total 274.9* 57.5* 332.4*
______
?
This information is based on management estimates and has not been verified independently.
* We are currently in negotiations with multiple buyers for sale of certain land parcels, which if concluded, may reduce the Development
Potential of Land Reserves by an aggregate of approximately 7.0 msf.
Approximately 51.8 msf of area, representing approximately 15.6% of our Land Reserves, is currently under
construction across 34 Projects under Construction. In addition, we have seven Planned Projects over
approximately 11.2 msf (net of any land used for projects abandoned, disposed off or handed over to
purchasers), representing approximately 3.4% of our Land Reserves. We have not yet finalized any plans for
development of the remaining 269.4 msf, representing approximately 81.0% of our Land Reserves. In addition,
we intend to continue to selectively replenish our Land Reserves to the extent consistent with our strategic
imperative of contiguity and so far as it is required to implement our strategy of achieving the appropriate
product and price mix. See “––Strategy––Rationalize our Land Reserves and increase our presence in strategic
locations”.
Key Locations
Certain of our Land Reserves are located in areas which we believe offer the potential for high premium
development, in particular, the following. We have not finalised development plans for these and provide no
assurance as to the returns or margins we anticipate from their development.
Phase-V, Gurgaon
We believe that Phase-V in Gurgaon provides attractive development potential because of its location and its
connection to the DLF Golf Course and several of our existing projects. For example, our existing projects such
as The Aralias, The Magnolias and our Planned Projects such as the Horizon Center are located in Phase-V.
Based on the current approvals, we have the potential to develop approximately 18.0 msf of Saleable Area in
Phase-V, which is expected to be utilized mainly for residential development.
New Gurgaon
New Gurgaon constitutes a significant portion of our Land Reserves. We believe that New Gurgaon is a key
strategic location for our business operations and that it holds significant development potential. We intend to
develop a township similar to DLF City at this location with an eco-friendly environment, high quality structural
amenities and supporting infrastructure. The proposed township is expected to be spread across approximately
2,000 acres, and will include residential, commercial and retail projects that will form part of our Development
Business as well as Lease Business. Some of our notable projects in this area include Garden City – New Town
Heights Sector 86, Sector 90 and Sector 91, Alameda, Regal Gardens, The Primus, Sky Court and The Ultima.
DLF Cyber-City, Gurgaon

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We believe that DLF Cyber-City is one of the largest, self-sustainable, integrated business districts in India. It
comprises Grade-A office buildings and structures that form part of corporate offices, IT Parks and IT SEZs
with an operational space of approximately 12.0 msf. These buildings and structures have been designed to be
environment-friendly, are equipped with modern facilities and infrastructure such as power, power back-up,
security, fire-safety, car-parking facilities, central air-conditioning and seamless voice and data connectivity as
well as amenities that include restaurants, cafeterias, convenience stores, banks, ATMs and health clubs. The
additional development potential in DLF Cyber-City is approximately 5.0 msf.
We further believe that DLF Cyber-City is strategically located in close proximity to the international and
domestic airports and several hotel properties, as well as our DLF City township and is well-connected to the
Delhi Metropolitan Region and other locations in Gurgaon through well-developed road networks, including
National Highway-8, as well as the Delhi Metro. DLF Cyber-City and certain nearby locations will shortly be
connected to the Sikanderpur Delhi Metro station on M.G. Road through a rapid metro-railway network which
is being jointly developed by us. See “—Our Lease Business—Development of supporting infrastructure for our
portfolio properties” for details.
Shivaji Marg, New Delhi
We own a land parcel in central Delhi which is attractively located in the heart of New Delhi in close proximity
to Connaught Place, the central business district of New Delhi, and is considered to be a prime location. It is
situated close to the commercial and retail centers in New Delhi, including one of New Delhi’s largest proposed
office complexes. It is well connected to the Delhi Metro. We have undertaken development over a portion of
this land parcel – DLF Capital Greens, a Project under Construction is located on a portion of this land parcel.
We may in the future undertake development over the remaining area of approximately 58 acres once we
finalize our plans for development. Subject to receipt of approvals, the total Development Potential at this
location, along with the residual development potential in our adjoining parcels of land, is approximately 5.0
msf.
Chandigarh Tri-City
We define the Chandigarh Tri-City to include the city of Chandigarh along with certain areas in and around
Panchkula and Mullanpur. Chandigarh is a strategic geographic location in North India and is one of the first
few planned cities in India. We believe that the Chandigarh Tri-City provides significant development potential
and is a key focus region for our business operations in the future on account of its strategic location. We have
access to approximately 923 acres of land parcels in the Chandigarh Tri-City, which includes our existing
projects DLF Valley in Panchkula and Hyde Park in Mullanpur.
Chennai
We have access to approximately 382 acres of land parcels in and around Chennai, including the Old
Mahabalipuram Road in Chennai. We believe that this area has significant development potential as it comprises
certain reputed educational institutes as well as various IT Parks and commercial offices. We are currently
undertaking development of a premium residential project called DLF Garden City, OMR in this area with
Development Potential of approximately 2.9 msf. The additional Development Potential in Chennai is
approximately 21.0 msf.
Our Development Business
Our Development Business primarily focuses on the development and sale of residential real estate. Our
residential properties include plotted developments, houses, villas and apartments of varying sizes and
integrated townships, with a focus on the high end, luxury residential developments.
Our Development Business spans all activities related to residential real estate development, from the
identification and acquisition of land, the planning, execution and sales and marketing of our development
projects. Our Development Business also consists of certain commercial and shopping complexes, including
those that are integral to the residential developments they are attached to.
We further split our Development Business into three geographical segments – Gurgaon, Super Metros and Rest
of India. We classify the Delhi Metropolitan Region and the city of Mumbai as Super Metros. Within Rest of
India, the cities and locations we currently focus on include Chennai, Bengaluru, Kolkata, Hyderabad, the
Chandigarh Tri-City, Lucknow, Indore, Goa, Pune, Nagpur, Bhubaneswar, Gandhi Nagar, Ludhiana, Jalandhar,
Shimla, Sonepat, Panipat and Kochi.

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Each of these three geographical segments are independently responsible and accountable for all activities
across the product value chain from acquisition of land, obtaining approvals, project planning and execution, to
launch, sales and marketing and final delivery of the developed property to our customers.
Our Residential Developments and Projects
We develop a wide range of residential projects, from apartments of varying sizes and villas to integrated
townships and plotted developments across our three geographical segments. We completed Krishna Nagar, our
first residential colony, in 1949. Since then, we have been responsible for the development of approximately
231.9 msf of colonies and townships. This includes approximately 197.1 msf of plotted developments and 34.8
msf of residential properties.
Our residential real estate projects are focused primarily on the creation of new suburbs through large scale
developments, as well as developments of certain luxury and ultra luxury residential accommodation on a
smaller scale. As of December 31, 2012, our residential Projects Under Construction and Planned Projects
comprised 16.0% of our total Development Potential. In addition, we develop and sell plotted developments,
which comprise structural amenities such as internal roads, electricity supply, sanitation facilities and water
supply for residential projects.
We aim to ensure that our residential projects reflect what we believe to be innovative designs and modern
architectural styles. Our residential projects typically include amenities such as gymnasia, health clubs, tennis
courts, badminton courts, squash courts and jogging tracks. We have implemented innovative approaches to the
development and marketing of our residential projects and were one of the early developers to focus on theme-
based projects, such as The Magnolias development in Phase V, Gurgaon, which is in close proximity to a golf
course. We see the leisure facilities associated with our residential projects as a powerful marketing tool.
Another innovation introduced in some of our luxury developments is to enable our customers to customize the
layout of their new homes.
Our residential projects differ from each other based on aesthetic features, location, design and specification,
and are in some instances, incorporated into a larger development such as DLF City.
Our Completed Residential Developments
We had completed 54 residential projects until December 31, 2012. The table below provides information as of
December 31, 2012 relating to certain of our completed and sold residential developments.
Name of Residential Project Location
Silver Oak Gurgaon
Beverly Park I Gurgaon
Beverly Park II Gurgaon
Regency Park I Gurgaon
Regency Park II Gurgaon
Hamilton Court Gurgaon
Windsor Estates Gurgaon
Richmond Park Gurgaon
Ridgewood Estates Gurgaon
Oakwood Estate Gurgaon
Wellington Estate Gurgaon
Princeton Estate Gurgaon
Carlton Estate Gurgaon
DLF Regent House Gurgaon
Belvedere Towers Gurgaon
Belvedere Park Gurgaon
Town Houses Gurgaon
New Town Houses Gurgaon
DLF Exclusive Floors Gurgaon
Executive Homes Gurgaon
Dilshad Plaza Ghaziabad
Trinity Towers Gurgaon
Westend Heights Gurgaon
The Aralias Gurgaon
Royalton Gurgaon
The Pinnacle Gurgaon
The Icon Gurgaon
The Summit Gurgaon
The Park Place Gurgaon
The Belaire Gurgaon
The Magnolias Gurgaon
Garden City, Indore Indore

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Our major developments have been within DLF City in Gurgaon. The development of DLF City commenced in
1980, and DLF City has since become our largest development and is an integrated township with residential,
commercial, retail and entertainment components. Within DLF City, many of our residential developments
provide high quality amenities, including security systems, power generation, air conditioning, sports and
recreational facilities, as well as valet parking.
Our Residential Projects under Construction
As of December 31, 2012, we had 24 Projects under Construction in our residential business with expected
Saleable Area of approximately 42.1 msf.
The table below provides certain information as of December 31, 2012 relating to some of our residential
Projects under Construction.
Name of Residential Project Location Saleable Area
(msf)
Construction
Commencement Date
Expected Completion Date
(Fiscal) (Fiscal)
New Town Heights, Sector 90 New Gurgaon 3.1 2009 Handover expected to commence soon
New Town Heights, Sector 86 New Gurgaon 2.6 2009 Handover expected to commence soon
New Town Heights, Sector 91 New Gurgaon 1.3 2010 Handover expected to commence soon
Alameda* New Gurgaon 2.5 2012 2014
Garden City Sector 91/92* New Gurgaon 3.6 2012 2014
Express Green M1 New Gurgaon 1.3 2010 2014
Express Green M1A New Gurgaon 1.6 2010 2014
Regal Garden New Gurgaon 1.0 2013 2016
Primus New Gurgaon 1.2 2013 2016
New Town Heights, Rajarhat Kolkata 1.7 2008 2014**
GK II (E Block and W Block) New Delhi 0.4 2008 2014**
DLF Capital Greens New Delhi 4.7 2011 2015
Garden City, Indore* Indore 1.3
?
2012 2014
DLF Riverside Vytilla Kochi 0.6 2009 2014
DLF Garden City Chennai 2.0
?
2009 Handover commenced
DLF Valley, Panchkula Panchkula 1.8
?
2012 2015
Maiden Heights, Rajapura Bengaluru 0.4
?
2012 2015
Commander’s Court Chennai 0.8 2011 2015
New Town Heights Kakanad 1.4
?
2010 2015
Hyde Park, Mullanpur* Mullanpur 2.9 2012 2014***
Garden City, Nandigama* Hyderabad 1.3
?
2013 2014
Samavana, Kasauli Kasauli 0.6 2011 2015
Westend Heights Bengaluru 1.5
?
2011 2015
Garden City, Lucknow* Lucknow 2.8 2013 2014
Total -- 42.1
?
-- --
______
*

Plotted developments
** Only a portion would be completed by Fiscal 2014.
***Phase I is expected to be completed by Fiscal 2014.
?
Represents our economic interest in the projects and excludes 10.3 msf of Saleable Area being developed by us pursuant to certain joint
development arrangements.

Except DLF Capital Greens, sales are currently underway for all the projects listed above. Further, all relevant
approvals for commencing construction and development have been obtained in respect of all the Projects under
Construction listed above.
Set forth below is a brief description of two of our notable residential Projects under Construction.
Commander’s Court. Commander’s Court is located in the central part of Chennai in the vicinity of the Taj
Connemara, The Presidency Club and the Egmore Post Office. It consists of 356 units covering approximately
0.8 msf of Saleable Area. Commander’s Court is equipped with modern amenities and facilities and is situated
close to several malls, shopping arcades, multi-specialty hospitals, schools and colleges.
DLF Capital Greens. The DLF Capital Greens project consists of approximately 2,700 residential units with
approximately 4.7 msf of Saleable Area with apartments ranging from 1,210 square feet to 2,630 square feet in
size. The project is attractively located in the heart of New Delhi, and only 7 kms from Connaught Place, the
central business district of Delhi. It is situated close to the commercial and retail centers in New Delhi, including
one of New Delhi’s largest proposed office complexes. It is well connected to the Delhi Metro. Further, the
development also provides recreational facilities, including a multi-purpose room, swimming pool, a
gymnasium, a convenience shop and other centralized services.
Our Planned Residential Projects

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We plan to focus on the development of ultra luxury and luxury group-housing projects in certain key locations
in India such as the cities of Delhi, Gurgaon, Mumbai, the Chandigarh Tri-City and certain areas in and around
Chennai and Bengaluru. In addition, we also intend to launch the sale of plotted developments at several
locations in India, including these cities. As of December 31, 2012, we had six Planned Projects in our
residential development business with expected Saleable Area of approximately 11.0 msf.
The table below provides certain information as of December 31, 2012 relating to certain of our planned
residential projects.
Name of Residential Project Location Segment Saleable Area
(msf)
Sky Court New Gurgaon Luxury 1.3
Ultima New Gurgaon Luxury 2.2
Crest Phase-V, Gurgaon Ultra luxury 2.5
Camelias Phase-V, Gurgaon Ultra luxury 3.5
Hyde Park Terraces and DLF Valley* Chandigarh Tri-City Premium 1.0
Woodland Heights, Rajapura** Bengaluru Premium 0.6
Total -- -- 11.0
______
*

Includes plotted developments
**Group housing society project
All relevant approvals for conversion of the land use, wherever applicable, have been obtained for the planned
residential projects mentioned above and all the land required has been acquired. However, internals designs and
plans are currently under consideration and the process of making applications for approvals for commencing
construction and development is yet to commence for any of these projects.
Set forth below is a brief description of a notable planned residential project.
The Ultima. The Ultima is our flagship premium residential project within DLF Garden City. The project
consists of 864 residential units covering approximately 2.2 msf of Saleable Area with apartments ranging from
approximately 1,900 square feet to approximately 2,800 square feet in size. Several units within The Ultima
offer views of landscaped surroundings. The project offers modern amenities such as air-conditioning, security,
a recreational club, tennis courts and kids’ play area.
I ntegrated Townships
Some of the noteworthy plotted developments launched in recent years include Alameda in Gurgaon, Garden
City in Gurgaon and Lucknow and Hyde Park in the Chandigarh Tri-City.
Alameda, Gurgaon. Alameda is a gated community project which offers customers an opportunity to build their
own house with security, recreational facilities and maintenance services. This project offers abundant open
spaces and easy accessibility to our customers. It consists of 549 units covering approximately 2.5 msf of
Saleable Area. The total area of the development is approximately 111 acres with each plot being 450 square
meters or above in size.
Hyde Park, Chandigarh Tri-City. Hyde Park is spread over approximately 580 acres of land near the Shivalik
Hills, and includes various residential, retail and commercial projects. Hyde Park has Development Potential of
approximately 12.0 msf.
DLF Valley. DLF Valley is a residential community with low-rise apartments and villas spread over
approximately 340 acres of land near the Shivalik Hills providing access to open green spaces in the
surrounding areas. DLF Valley has Development Potential of approximately 11.0 msf.
Commercial and Shopping Complexes
Our Completed and Sold Commercial and Shopping Complexes
We had completed and sold 23 commercial and shopping complexes until December 31, 2012.
In the past, we have sold almost all of the units in our commercial and shopping complexes generally before
completion of construction, with payments of the purchase price being made in installments after payment of an
initial deposit. Set out below are brief details of certain key commercial and shopping complexes sold by us.
Name of Commercial and Shopping Complex Location
Jasola, Delhi Delhi
SIEL Delhi IT Park Delhi

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Name of Commercial and Shopping Complex Location
The Galleria Kolkata Kolkata
Southcourt Delhi Delhi
Mayur Vihar Mall Delhi
Shalimar Bagh Mall Delhi
Galleria, Jallandhar Jallandhar
Central Arcade Gurgaon
Galleria Gurgaon
Park n Shop Gurgaon
Super Mart – I Gurgaon
Super Mart – II Gurgaon
DLF Moulsari Arcade Gurgaon
Shopping Mall Gurgaon
Stop & Shop Gurgaon
Qutub Plaza Gurgaon
DLF Star Tower Gurgaon
City Court Gurgaon
Savitri Cinema New Delhi
City Centre Gurgaon
Mega Mall Gurgaon
South Point Mall Gurgaon
Grand Mall Gurgaon
Our Commercial and Shopping Complexes under Construction
As of December 31, 2012, we had four commercial and shopping complexes under construction with expected
Saleable Area of approximately 3.9 msf.
The table below provides certain information as of December 31, 2012 relating to some of our commercial and
shopping complexes under construction.
Name of Commercial and
Shopping Complex
Location Saleable Area
(msf)
Construction
Commencement Date
Expected Completion Date
(Fiscal) (Fiscal)
Corporate Green Gurgaon 1.6 2010 2014*
DLF Prime Towers, Okhla New Delhi 0.6 2009 2014
Horizon Center Gurgaon 1.2 2011 2015
Cybercity Bhubaneswar 0.5 2013 2014*
Total -- 3.9 -- --
______
*

Only a portion would be completed by Fiscal 2014.
All relevant approvals for commencing construction and development have been obtained in respect of all the
Projects under Construction listed above.
Set forth below is a brief description of a notable commercial and shopping complex under construction.
DLF Prime Towers, Okhla. DLF Prime Towers, Okhla comprises modern office spaces with flexible units
ranging from 726 square feet to 74,000 square feet that occupy approximately 70% of the total open area. This
project includes certain retail spaces as well. This project is well connected through road and the Delhi Metro
and is close to other business hubs such as Jasola and Nehru Place.
Our Lease Business
Our Lease Business involves leasing of our developed commercial and retail properties. One of the key
objectives of our Lease Business is to achieve returns from investments in our portfolio properties within a
targeted timeframe. Another key objective is to achieve high Occupancy Rates for our leased portfolio
properties. Our utilities and facility management business supports and complements our Lease Business.
As of December 31, 2012, our Lease Business comprised completed commercial and retail properties with
Leasable Area of 23.6 msf, which yielded incomes of approximately `10,250.0 million and `1,850.0 million
from our commercial and retail leased properties during the nine months ended December 31, 2012,
respectively. During this period, the average monthly lease income for every square feet of commercial and
retail leased property were approximately `55 and `151, respectively. Further, as of that date, the Occupancy
Rate for our leased commercial portfolio properties was approximately 87.0%, whereas the Occupancy Rate for
our leased retail portfolio properties was approximately 96.0%.
We typically lease space to our tenants before or around the time when the warm-shell buildings are complete
with systems such as electrical distribution, fire fighting equipment, voice and data communication provisions

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and 100% power back-up. Where a tenant requires a commercial fit-out, we provide such services through a
specialized team. See “—Utilities and Facility Management Services—Fit-out Services” below.
Our Commercial Development Projects and Portfolio Properties
We develop a number of commercial projects including corporate offices, IT Parks, IT SEZs and built-to-suit
facilities, with a focus on properties that are attractive to large multinational tenants. As of December 31, 2012,
our commercial projects under construction and planned commercial projects comprised 1.1% of our total
Development Potential.
Our first significant commercial development was DLF Centre, an office building located in central Delhi,
which was completed in 1992. DLF Centre provides leased commercial space to a number of multinational
corporations and serves as our corporate headquarters. The majority of our other commercial properties are in
DLF City, Gurgaon. Many of these commercial properties are part of DLF Cyber-City, which is a major
commercial area developed within DLF City. We believe that DLF Cyber-City is the largest privately built
office complex in India spread across an area of approximately 17.0 msf of Development Potential.
During the last three years, we experienced a lack of adequate demand for commercial developments as well as
oversupply of available inventory during this period, which we believe was a result of deferment of expansion
and investment plans by companies, particularly those in the IT and ITeS sector, on account of adverse macro-
economic conditions.
Our Leased Commercial/ Office Portfolio Properties
As of December 31, 2012, the Occupancy Rate for our leased commercial portfolio properties was
approximately 87.0%. Our reputation in the Indian real estate market for commercial properties and our existing
long-term relationships with major tenants which include multinational corporates provides us specific
knowledge about their requirements regarding specifications, design and expansion plans. We intend to continue
to strengthen and expand our relationships with our commercial tenants, which we believe, will assist us in
increasing the Occupancy Rate at our commercial properties.
The table below provides information as of December 31, 2012 relating to certain of our leased commercial
properties.
Name of Commercial Property Location Leasable Area
(msf)
Cyber-City Non-SEZ Gurgaon 11.0
DLF Chennai IT SEZ Chennai 4.9
DLF Hyderabad IT SEZ Hyderabad 2.9
DLF Silokhera IT SEZ Gurgaon 2.0
Cyber-City – SEZ Gurgaon 1.4
Chandigarh IT Park Chandigarh 0.7
DLF Centre Delhi 0.2
Kolkata IT SEZ – II Kolkata 1.3
Kolkata IT Park – I Kolkata 1.0
Total -- 25.4
In Fiscal 2012 and the nine month period ended December 31, 2012, the 10 largest tenants for our commercial
properties together constituted 28.0% and 26.0%, respectively, of our gross income from leased commercial
properties.
Set forth below is a brief description of two notable leased commercial properties.
DLF Chennai IT SEZ. This project was conceived in 2005 as an integrated business complex that matched
global quality standards. We believe that it is one of the largest IT SEZs in Chennai with approximately 5.0 msf
of operational area. Further, it is strategically located close to a proposed interchange for all four rail links
within the city where two new metro corridors are currently being developed, which we believe will enhance the
connectivity of the project. In addition, access from North and West Chennai to the project has been facilitated
by the opening of an elevated corridor connecting Tambaram to Ambattur in 2010.
Tenants at DLF Chennai IT SEZ include leading software development companies, business processing and
knowledge processing companies, consulting, design engineering and hardware chip manufacturing companies.
The buildings and structures within DLF Chennai IT SEZ have been designed to be environment-friendly, are
equipped with modern facilities and infrastructure such as power, power back-up, security, fire-safety, car-
parking facilities, central air-conditioning and seamless voice and data connectivity as well as amenities that
include restaurants, cafeterias, convenience stores, banks, ATMs and health clubs.

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DLF Cyber Green. This business complex consists of 0.9 msf of leasable commercial space in Gurgaon. The
complex consists of five multi-storied towers, offering high speed elevators, service lifts, a multi-level car park
and power back up facilities. DLF Cyber Green also incorporates floor plates of 19,000 to 22,000 square feet
with wide column spans and high floor-to-floor clearances and provides facilities such as a food court with a
seating capacity of 450, a health club and ATMs. DLF Cyber Green is located just off National Highway-8 and
is well connected to Delhi’s international airport as well as south, central and west Delhi.
Our Commercial Projects under Construction
As of December 31, 2012, we had four commercial Projects under Construction with expected Leasable Area of
approximately 3.8 msf. The table below provides certain information as of December 31, 2012 relating to
certain of our commercial Projects under Construction.
Name of Commercial Project Location Leasable Area Construction
Commencement Date
Expected
Completion Date
(msf) (Fiscal) (Fiscal)
Chennai IT Park – Block 3 Chennai 0.8 2008 2014
Cyber-City – SEZ – Building 14, Block C
and D
Gurgaon 1.4 2008 2014
Silokhera IT Park Gurgaon 1.1 2008 2014
Hines Joint Venture Gurgaon 0.4
?
2011 2015
Total -- 3.8
?
-- --
______
?
Represents our economic interest in the projects and excludes 0.4 msf of Leasable Area being developed by us pursuant to cert ain joint
development and joint venture arrangements.
All relevant approvals for commencing construction and development have been obtained in respect of the
Projects under Construction listed above.
Set forth below is a brief description of a notable commercial Project under Construction.
Building 14, Cyber-City, Gurgaon. Building 14 is an IT SEZ located within an Integrated Business District of
DLF Cyber-City in Gurgaon. The project is spread over a total Leasable Area of approximately 2.0 msf. While
approximately 0.6 msf of Leasable Area is already operational, an additional area of approximately 1.4 msf is
currently under construction, which we expect to complete during Fiscal 2014. This building has four
interconnected blocks that incorporate large, efficient floor plans, wide column span and high floor-to-floor
clearance for optimal space utilization. We believe that this building is strategically located in close proximity to
the international and domestic airports and several hotel properties, as well as our DLF City township and is
well-connected to the Delhi Metropolitan Region and other locations in Gurgaon through well-developed road
networks, including National Highway-8, as well as the Delhi Metro.
Our Planned Commercial Projects
We believe that sectors such as BFSI, IT/ ITeS, knowledge processing and business outsourcing will continue to
drive demand for commercial real estate. We also expect increased demand for commercial real estate from
other sectors such as manufacturing, consulting and telecom. However, we do not expect to undertake
significant developments in the near future on account of our existing commercial Projects under Construction,
which we believe will be sufficient to meet this demand and our internal targets. As of December 31, 2012, we
had no planned commercial projects.
In the future, we intend to focus on development and leasing of commercial properties in certain select cities
such as Gurgaon, Chennai, Hyderabad, Kolkata and Pune. We believe that our commercial projects built to
international standards will continue to attract key multinational tenants and will strengthen our position as a
leading developer of commercial real estate.
Our Retail Development Projects and Portfolio Properties
We originally undertook the development of local markets and community shopping centers which were sold on
a strata basis. However, we have actively pursued development of shopping malls and other modern retail
spaces in recent years. We have now evolved into one of India’s leading developers of retail space in terms of
the development of malls, shopping centers and markets.
We have retail properties in the Delhi Metropolitan Region across different formats catering to the entire
spectrum of the retail market. Through this broad-based approach, we believe that we are able to serve the needs
of customers with different buying patterns and purchasing power. These formats are stand-alone stores,

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shopping centers, prime downtown shopping districts, neighborhood malls, destination malls and ultra luxury
malls.
As of December 31, 2012, our retail projects under construction and planned retail projects comprised 0.7% of
our total Development Potential.
Our Retail Leased Portfolio Properties
We typically retain ownership of our luxury retail projects and manage our malls in order to control the quality
of the retail space and maintain an appropriate mix of tenants at most of our retail developments. Our malls have
a superior tenant profile including certain anchor tenants, and are characterized by aesthetic design, high quality
infrastructure as well as leisure and entertainment options such as multiplex cinemas, food courts and
restaurants.
The locations of our malls, as well as the mix of retail outlets within them, are carefully planned based on the
profile of the relevant catchment areas as well as our understanding of consumer preferences, with the aim of
attracting shoppers and ensuring an attractive mix of international brands, national retailers and leading local
retailers. We endeavor to cater to the expansion strategies of our tenants by providing them with retail space in a
variety of preferred locations and encouraging them to take space in a number of our developments.
As of December 31, 2012, the Occupancy Rate for our leased retail portfolio properties was approximately
96.0%. The table below provides information as of December 31, 2012 in relation to certain of our leased retail
properties.
Name of Retail Development Location Leasable Area
(msf)
DLF Emporio, Vasant Kunj New Delhi 0.3
DLF Promenade, Vasant Kunj New Delhi 0.5
DLF Courtyard, Saket New Delhi 0.5
DLF City Center Mall Chandigarh 0.2
Multi-level Car Parking – Baba Kharag Singh Marg* New Delhi 0.1
Multi-level Car Parking – Sarojini Nagar Market New Delhi 0.1
Total -- 1.6
______
*

Includes space leased to certain small offices.
In Fiscal 2012 and the nine month period ended December 31, 2012, the 10 largest tenants for our retail
properties together constituted 19.0% and 20.0%, respectively, of our gross income from leased retail properties.
Set forth below is a brief description of certain of our notable leased retail properties.
DLF Emporio, Vasant Kunj, New Delhi. DLF Emporio is a luxury shopping mall, and offers a unique shopping
experience where the accent is on exclusivity, space and aesthetics. With a Leasable Area of approximately 0.3
msf, this project houses exclusive luxury brands, designer labels and high-end lifestyle products from the
international as well as national retailers.
DLF Promenade, Vasant Kunj, New Delhi. DLF Promenade is a premium mall with plush interiors and
ambience. It is conveniently located in close proximity to catchment areas such as Vasant Kunj, Vasant Vihar
and Shanti Niketan with easy accessibility through the Nelson Mandela Marg in New Delhi. With a Leasable
Area of approximately 0.5 msf, this lifestyle shopping mall has a variety of options for fine dining that ensure
footfalls for other retailers. The shopping mall also includes the “Hub”, which is a leisure area with dancing
fountains surrounded by cafes and a large LED screen. DT Star Cinemas, with a 7 screen multiplex, is one of the
anchor tenants in this shopping mall.
Our Retail Projects under Construction
As of December 31, 2012, we had two Projects under Construction with expected Leasable Area of
approximately 2.0 msf, both of which are malls catering to middle and higher income groups. These malls will
have high quality amenities including designer stores, comprehensive entertainment facilities including
multiplex cinemas, central air conditioning and underground parking. The table below provides certain
information as of December 31, 2012 in relation to these projects.
Name of Retail Project Location Leasable Area Construction
Commencement Date
Expected
Completion Date
(msf) (Fiscal) (Fiscal)
DLF Mall of India Noida 1.8 2008 2014
Cyber Hub Gurgaon 0.2 2012 2014

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Name of Retail Project Location Leasable Area Construction
Commencement Date
Expected
Completion Date
(msf) (Fiscal) (Fiscal)
Total -- 2.0 -- --
All relevant approvals for commencing construction and development have been obtained in respect of all the
Projects under Construction listed above.
Set forth below is a brief description of our Mall of India retail project in Noida, which is currently under
construction.
The DLF Mall of India project in Noida is based on a unique zoning strategy across six levels of retail providing
an international shopping experience to the targeted customers of our retail tenants, an exclusive Entertainment
City and a variety of fine dining options. We expected this project to be completed in Fiscal 2014, and when
completed, we expect this project to be one of the largest retail projects in India with a total leasable area of
approximately 1.8 msf. The project is strategically located in Sector 18 in Noida in close proximity to catchment
areas of Greater Noida, Noida, Sarita Vihar and Greater Kailash – I and Greater Kailash – II, as well as a
number of educational and research institutes and several corporate offices.
Our Planned Retail Projects
In the future, we intend to focus on development of retail properties in certain select regions in the Delhi
Metropolitan Region and in cities such as Chandigarh and Gurgaon. A significant proportion of our planned
retail projects will be malls situated in prime city centers, although a number of destination malls to be located
at outskirts of India’s major cities are also under consideration. Most of these malls will include multiplex
cinemas and dedicated parking spaces.
As of December 31, 2012, we had one planned retail project at Yashwant Singh Place, Chankyapuri in New
Delhi, with Leasable Area of approximately 0.2 msf. All relevant approvals for conversion of the land use
(wherever applicable) have been obtained for this project, all the land required has been acquired and internals
designs and plans have been finalized. The process of making applications for approvals for commencing
construction and development is however yet to commence.
Set forth below is a brief description of this retail project.
The redevelopment of Yashwant Singh Place in Chankyapuri has been taken up as public-private partnership
project by the New Delhi Municipal Corporation and DLF. The project is strategically located in the
Chanakyapuri area with estimated Leasable Area of approximately 0.2 msf. This project follows contemporary
architectural protocols consistent with the modern architectural style of Chanakyapuri, where this project is
located. We engaged eminent international architectural consultants for this project, which has been designed as
an urban retail-cum-entertainment center.
Components of I ncome from our Lease Business
Set out below is a description of the revenues we typically earn from our commercial and retail properties in our
Lease Business.
a) Lease Income. We primarily derive revenues under our Lease Business from the payments received from
our tenants occupying our commercial or retail properties. A significant portion of such payments are based
on the lease rent negotiated in the lease agreements or the MoUs entered into with our tenants leasing these
properties. In the case of certain retail developments, our lease payments are based on certain revenue
sharing arrangements in terms of which either a fixed percentage of the tenant's monthly net sales, or a
fixed amount and a percentage of tenant's monthly net sales, or the higher of a fixed amount or a percentage
of tenant's monthly net sales, accrue to us. The agreed cost for fit-out services, if any, is included in the
monthly lease payments. See “—Utilities and Facility Management Services—Fit-out Services” below.
b) Facility Management Services. In addition, we receive additional income from our tenants for utilities and
facility management services provided by us. See “—Utilities and Facility Management Services” below.
c) Parking Charges. We provide paid parking space to our tenants as well as free parking spaces in certain
cases on the payment of certain maintenance charges. The ratio of free to paid parking is determined by the
location of the property and negotiations with our tenants.
d) Advertising and Signage. We also earn certain miniscule revenue from signage and short-term lease of
advertising space within or on the external façade of our properties.

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Key Features of our Leased Portfolio Properties
Strategically Located Properties
Several of our commercial and retail developments are located in key Indian cities and locations within certain
metros that have experienced high growth in recent years. This has resulted in a strong demand for office space
in such cities. A majority of our commercial and retail developments are conveniently located within the primary
and secondary central business districts at such locations, close to residential developments, amenities and an
effective transportation system. Moreover, certain of these developments are located within certain notified
SEZs that entitle not just developers like us, but also our tenants, to significant tax and other policy incentives
from the Government, resulting in increased attractiveness of our developments for several corporates and
retailers. Our retail developments such as the DLF Promenade and DLF Place malls with integrated multiplex
cinemas afford convenient access to target customers of our retail tenants, both in city centers and suburban
locations.
High Quality Tenant Base
A significant proportion of our tenants are large multinational corporations having operations in India and large
Indian companies, which we believe provides us stability of operations and is evidence of the quality and
competitive advantage of our properties over other competing developments.
Integrated Properties with Modern Design, Facilities, Amenities and Value Added Services
Our portfolio properties have a range of integrated facilities and amenities to provide a unique work-lifestyle
environment for our tenants and their workforce. These facilities include:
a) Building Design. We offer our tenants large floor plates, with wide column span and high floor-to-floor
clearance for optimal space utilization.
b) Customization. Most of the internal structures within our portfolio properties have been customized to meet
the requirements of each tenant, which can be easily reconfigured, if necessary.
c) Power and Power Back-Up. Few of our portfolio properties receive power through our energy centers
which generate clean power based on the co-generation principle (See “––Utilities and Facility
Management Services––DLF Utilities” below). We also earn carbon credits from such power generation.
Additionally, our portfolio properties are equipped with a power back-up facility which operates in
conjunction with the state power grid and diesel generator, providing a two-level power back-up system to
ensure reliable electricity supply for our tenants’ operations.
d) Modern Infrastructure and Facilities. Several of our portfolio properties have been designed to be
environment-friendly, and are equipped with modern facilities and infrastructure such as central air-
conditioning, seamless voice and data connectivity, fiber-optic network, elevators, escalators, fire detection
and suppression systems, water storage and treatment plants and car parking lots.
e) Amenities. The amenities available within or near our portfolio properties include restaurants, food courts,
cafeterias, convenience stores, banks, ATMs and health clubs.
We believe that these high quality and integrated building facilities enhance the attractiveness of our portfolio
properties for our tenants.
Utilities and Facility Management Services
Facility Management Services
The key focus of our facility management services is to maintain the quality of the real estate developments
after their completion. We provide maintenance and management services for our commercial and retail
developments, as well as for certain of our residential developments. Examples of the maintenance and
management services that we provide include cleaning, general maintenance, civil and electrical maintenance,
and general facilities’ management, which includes power distribution, back-up power generation, central air
conditioning, water supply, drainage pumping, janitorial services, security services, parking management, pest
control, fire detection and solid waste disposal and management.
We outsource most of these operations to qualified and experienced vendors, although we take responsibility for
developing standard operating procedures, maintenance schedules and addressing complaints. We also maintain

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transparency by conducting annual audits of expenses incurred and refunding the excess amounts, if any, that
may have been collected from tenants, which we believe contributes to tenant satisfaction.
Fit-out Services
We provide internal fit-out services (i.e., false ceiling, flooring, partitions, carpeting and furniture) to certain
tenants and arrange to have these fit-outs completed as per the tenant’s specifications for an agreed cost, which
is typically included into the agreed lease payment.
Retail Shopping Mall Management Services
We provide the following services as part of our retail shopping mall management services:
general maintenance;
creating footfalls by initiating and conducting special events, festivals and promotions;
managing relations with our tenants and analyzing retail market trends and customer preferences;
managing and monitoring revenue sharing arrangements with our tenants; and
providing reports on footfalls, buying patterns and general retail trends.
DLF Utilities
Our subsidiary DLF Utilities’ early operations included the setting up of captive power plants. We have set up
“energy centers” across our commercial and retail properties in an effort to conserve energy and promote green
energy initiatives. The total capacity of the energy centers is approximately 127 MW. These energy centers are
based on co-generation technology and use natural gas instead of diesel for power generation, which besides
being environment friendly, also helps us reduce operating and maintenance costs. We believe that DLF
Utilities’ capabilities are a valuable asset in developing captive power resources for our Planned Projects and
provides us a competitive advantage in the development of large SEZs, townships and infrastructure projects.
Development of supporting infrastructure for our portfolio properties
We will continue to invest in development of infrastructure in certain select, strategic locations to ensure the
high quality of our portfolio properties. Set out below are certain examples of such initiatives.
Rapid Metro System
We have undertaken the joint development of a rapid metro-railway network around DLF Cyber-City, Gurgaon,
which would be interconnected with the Delhi-Gurgaon metro link. This rapid metro is expected to be
operational in the near future, and when operational, will have a track length of approximately five kilometers
with stops at six stations. It will connect the Sikanderpur Delhi Metro station on M.G. Road to National
Highway-8 in Gurgaon with other stations near different developments within DLF Cyber-City. The rapid metro
system is expected to have a common ticketing system with the Delhi Metro.
This project is being implemented through Rapid Metro Rail Gurgaon Limited (“RMRGL”), a special purpose
vehicle incorporated pursuant to a joint venture agreement dated May 7, 2010, entered into with IERS and
ITNL, which are subsidiaries of IL&FS, for this purpose. The commercial covenants would be governed by a
concession agreement entered into between RMRGL and HUDA. IERS and ITNL are the lead members and
majority shareholders of the joint venture, and are responsible for project implementation as well as the
operation of the rapid metro. We have provided the right to use the space and structures within our properties for
construction and alignment of the project.
Upgrading an existing road network in Gurgaon
We are also undertaking a joint project with HUDA, on a 50:50 cost-sharing basis, that involves upgrading a
road network between National Highway-8 and Sector 55/56 in Gurgaon to a highway in accordance with the
design specifications prescribed by the HUDA. The total length of this road project is approximately 10.2
kilometers, with the road between Gateway Tower and the Sector 55/56 Junction on the HUDA sector road
being approximately 8.1 kilometers long and the road between the Gurgaon Toll Plaza and DLF Square on
National Highway-8 being approximately 2.1 kilometers long. It will connect the Gurgaon Toll Plaza to Sector
55/56 through the DLF Cyber-City and the DLF Phase-V developments and several other residential
developments in the vicinity. The road network will also involve construction of certain flyovers and
underpasses and will have a dedicated corridor for sewerage, water drainage and electric connections which will
facilitate timely maintenance.
Fire Stations

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We have set up two fire stations in Gurgaon, one at DLF Cyber-City and the second at Phase-V. The
hydraulic platform, or sky-lifts, at the DLF Cyber-City fire station is 90.0 meters in height, which we believe is
the highest available to date in India. These sky-lifts can carry a load of up to 400 kilograms and can rotate at a
360° angle. We have also built a fire station at DLF IT SEZ Chennai, which is equipped with a sky-light that is
60.0 meters in height.
Multi-level car parking facilities
We have developed, and currently operate, two multi-level car parking facilities located at Baba Kharag Singh
Marg and Sarojini Nagar Market in New Delhi with the capacity to park approximately 1,400 and 800 cars,
respectively. Under the terms of the respective concession agreement entered into with the local municipal
authorities, we are permitted to operate these facilities for an initial period of 30 years from their date of
completion. We also lease certain retail and office space at these facilities.
Our Operations Methodology
We follow an established, systematic process for our operations which can be divided into the following
activities:
I dentification of potential projects and land
One of the key factors in the real estate business is the ability to assess the development potential of a location
after evaluating its demographic trends. We rely on our experience and ability of our senior management to
identify and evaluate potential locations, and we conduct comprehensive market research and analysis of
proposed projects to analyze financial viability, absorption trends, competitive factors, market prices and
product gaps. In addition, we have a good working relationship with major external property consultants who
provide information regarding future development areas and availability. We also work closely with several
large local land or property dealers and marketing professionals who are instrumental in locating suitable parcels
of land. After we conduct a preliminary land title evaluation and the land title is reviewed by local lawyers, a
preliminary agreement is entered into with the landowners for the purchase of the land. Following title
clearance, we either acquire the land or enter into a joint development agreement with the owners. The next step
involves identifying the type and scale of the project. The final decision on the location, nature, financial
feasibility and scale of each project is taken by our senior management.
Acquisition of land parcels for construction and development
We typically acquire title through sale deeds or lease deeds in perpetuity executed in our favor. We also enter
into certain arrangements with third parties for construction on, and development of certain land parcels owned
by them. Such arrangements include MoUs, agreements to purchase, letters of acceptance or other agreements
pursuant to which the land owners grant us the right to construct properties on, or develop, a parcel of land for a
fixed consideration. In addition, we receive letters of allotment of land parcels from government or municipal
authorities, which are typically followed by the execution of definitive agreements, such as sale deeds or
development agreements.
We also enter into certain joint development arrangements (“JDAs”) and joint venture arrangements (“JVAs”).
The counterparty to a JDA is typically a land owner, whereas we may typically enter into a JVA with another
real estate developer.
Ordinarily, we are responsible for, and bear the costs of construction and development of the land under a JDA,
and are also responsible for the marketing, sale or leasing of the project. The economic interest in the developed
property is shared with the counterparty in an agreed proportion. Our economic interest in a jointly developed
project represents a percentage of sale proceeds or the lease income or a percentage of the share in the land area
conveyed to us, in accordance with the terms of the JDA.
Under a JVA, we typically incorporate an SPV to which each party contributes a stipulated capital. The
acquisition of land for the project and the construction and development costs are borne by the SPV and the
project is typically sold and marketed through one of our brands. Each party’s economic interest or share in the
project is based on a number of parameters which vary depending on the project being developed, but which
typically include factors such as the size of the land being developed, its location and the total achievable
Saleable Area or Leasable Area. Accordingly, we may receive the profits from the development (being a
percentage of sale proceeds or a percentage of the lease income) as a distribution from the SPV in the proportion
to our investment in the joint venture.

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Legal Analysis and Regulatory Approvals
We believe it is important to understand the legal regime governing land acquisition and real estate development
in a particular location while evaluating its feasibility for a particular project. The applicable laws and
regulations typically vary across different states and cities. We also evaluate the factors which affect the receipt
of approvals required for the development and implementation of a project. The approvals which are typically
required for a project include approvals for building plans, the conversion of land use where applicable (such as
from agricultural to non-agricultural), the approval of lay-outs and approvals relating to certain infrastructure
facilities. Similarly, approvals from various government authorities, including from the relevant environmental
authorities, airport authorities and fire authorities are required for buildings. Building completion certificates are
obtained in accordance with applicable laws from the appropriate local authorities after the projects have been
completed.
Project Planning, Design and Engineering
After a detailed review of the site parameters, we formalize an architectural brief based on the project concept
which is subsequently finalized with selected architects and other external consultants. We retain internationally
and nationally renowned architectural, design and engineering consultant firms for our projects. The majority of
the architects and structural consultants engaged by us are specific to a particular project and are drawn from a
pool of designers and architects. The architect we appoint provides us with the architectural design of the project
and the structural design is provided by an external structural consultant. A tender process is conducted with an
approved, pre-qualified panel of contractors. The external consultants may continue to advise us during the
course of the project.
Construction and Project Management
We outsource certain construction related activities as well as project management to third-party contractors and
firms. The EPC contractors typically engaged by us are responsible for preparation of the estimates of resources
required, the procurement of materials as well as construction and execution of our projects in accordance with
our specifications. These contractors are also responsible for compliance with environmental, safety and quality
guidelines, managing vendors, machinery and resource mobilization as well as the completion and delivery of
our Completed Projects within the stipulated time and cost.
Further, we typically engage project management firms that help us in monitoring the development process,
construction quality, safety, actual and estimated project costs and construction schedules. At times, the project
management firm is also responsible for project execution, design, administration, site management and
contractor management. The project manager appointed by the project management firm is responsible for
centralized coordination and reports to our senior management. We are not dependent on any single contractor
or project management firm for our construction activities. We place the orders on the basis of arms-length
negotiations and conduct tender and bidding processes accordingly. We endeavor to maintain high health and
safety standards in all of our real estate developments. For details, see “––Safety Measures” below.
Agreements with Purchasers
We typically enter into agreements with purchasers of our residential, commercial and retail properties once we
receive a completed application form after the launch of a project. This agreement governs our relationship with
our customers until the property is completed and handed over to them, on execution of a sale/conveyance deed.
In order to de-risk ourselves from risks in relation to commodity inflation, we have introduced an escalation
clause in some of our recently launched development projects. We believe that the escalation clause will assist in
mitigating an increase in construction costs in a fair, efficient and transparent manner based on published
benchmarks.
Agreements with Tenants
We typically enter into lease deeds or agreements with our tenants for our commercial lease properties for a
period of three to five years, with a right of renewal for another equal term or more, which can be exercised at
the discretion of the lessee. We typically enter into lease deeds or agreements for our retail developments for a
period of 11 months to three years. Under the terms of many of the leases, our tenants are subject to a lock-up
for a period of 11 months. In most cases, our lease deeds provide for an escalation of 15.0% – 25.0% in the rent
payable by the tenant on expiry of an agreed period of lease. We typically enter into certain memorandum of
understanding or a letter of intent, which contain the commercial arrangement agreed with a prospective tenant,
before entering into a lease deed.

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Pricing
The prices of our properties are determined principally by market forces of supply and demand. We price our
sales and lease properties by reference to the prevailing market rates for similar types of properties in their
locality and the type of amenities and infrastructure provided by us in those regions. The sales and rental prices
of our properties will therefore depend on the location, number, square footage and mix of properties we sell or
rent during each fiscal period, and on the prevailing market supply and demand conditions. Supply and demand
conditions in the real estate market in the areas in which we operate, and hence the prices we may charge for our
properties, are affected by various factors outside our control, including prevailing local economic, income and
demographic conditions, interest rates available to purchasers requiring financing, the availability of comparable
properties completed or under construction, changes in governmental policies relating to zoning and land use,
changes in applicable regulatory schemes, and competition from other real estate development firms. We
ordinarily conduct this pricing exercise prior to pre-launch marketing of a project, and review the prices
regularly.
Sales and marketing
We operate separate marketing departments for the Development Business and the Lease Business. Our
Development Business has a sales department which functions in conjunction with its marketing department.
Our sales and marketing function employs various strategies and processes to sell our projects. A competitive
survey is conducted in the nearby locations to aptly position the project vis-a-vis other competing projects in
terms of pricing, volume and specifications. We sell projects both on launch as well as during and after
construction. We host events for customers before the launch for our projects where details of a project are
presented after which we invite applications for allotments. The applications are processed at the project sites as
well as our corporate offices, after which we enter into agreements with the shortlisted customers. We have a
dedicated customer service department that is responsible for all activities ranging from the execution of the
agreements to the handover of the projects.
We believe that we have a loyal customer base and encourage the participation of former buyers or tenants in
our new product launches. We employ various marketing approaches depending on whether the project is
residential, commercial or retail. These include launch events, corporate presentations, web marketing, direct
and indirect marketing, as well as newspaper and outdoor advertising. Our marketing team sells our residential
projects both directly to customers and through brokers. We use several brokerage firms to market our
properties. Most of the sale bookings are performed at project sites and at our corporate offices. Our customer
service department services the customer from the booking process through to the transfer of property to the
new owner. We have relationships with various banks and housing finance companies which provides our
customers with convenient access to financing. These banks also share some of our advertising costs.
We have a dedicated leasing team which focuses on the leasing of commercial and retail projects. For our
commercial and retail developments, we market space primarily through property consultants and by using our
relationships with existing tenants. Different marketing approaches are used to target anchor commercial and
retail tenants. Our leasing team has established relationships with international property consultants, who in
return of a fee, introduce us to a number of our commercial and retail lease tenants. Our leasing team maintains
regular contacts with such property consultants and regularly updates them on the availability of commercial
and retail space in our developments. In addition, our leasing team also conducts independent marketing
activities aimed at procuring new lease tenants, such as exhibiting at commercial trade fairs and events. Our
leasing team also recommends the terms of leases to management based on prevailing market conditions, and
provides input to the project design process in order to ensure that our projects meet the prevailing demands of
the market. The leasing team retains responsibility for legal documentation, the collection of lease deposits and
the timely collection of lease payments.
Collection of Sales Value and Rent
As part of our sales process we typically ensure that we collect at least 15.0% – 20.0% of the purchase price
within 30-90 days of booking the sale of a unit, with structured, time and progress based installment payments
to follow in terms of our agreements with our customers. We transfer the title or lease hold rights and hand over
possession to our customers or tenants, as the case may be, on completion of all the payments.
We offer certain discounts and incentives to our customers who opt to pay a substantial portion of payments
shortly after bookings. The terms on which we offer such discounts may vary for each project. In instances
where our customers default on the payment of the balance of the purchase price and other dues as per the
agreement, our agreements include provisions which allow to undertake appropriate action, which may in
certain events include the forfeiture of earnest moneys. All receivables are managed using integrated ERP and

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accounting software to monitor the performance of our customers’ purchase price or tenants’ lease payments and
other financial obligations in accordance with the agreements. This integrated software also generates both
statements for our customers and tenants, as well as the appropriate data for our management information
systems.
Failure of our tenants to pay rent within the stipulated period entitles us to terminate the lease deed. If our
tenants terminate the lease deed before expiry of the lock-in period, we are entitled to receive rent and other
maintenance charges for the remaining lease period. Tenants for our lease properties typically pay us an interest-
free, refundable security deposit at the time of signing the lease deed, which is typically refunded on the expiry
of the lease, after adjustments for any outstanding payments or charges. We charge interest on delayed payments
from our tenants.
We send statements to our customers and tenants on a periodic basis as per the agreed schedule of payments and
any outstanding payment obligations are promptly followed up with the customer or tenant in question. We draw
the attention of our senior management to any significant arrears, after which we may negotiate with the
defaulting customers or tenants. We charge interest on payment obligations that are in arrears.
Competition
The real estate industry in India, while fragmented, is highly competitive and competition is primarily due to
limited entry barriers. To remain competitive, we strive to reduce land procurement costs and improve operating
efficiencies.
We expect to face competition from large and small domestic as well as international property development and
construction companies, corporations with large land reserves, as well as government bodies such as urban
development authorities that are in the business of real estate development. We face the risk that some of our
competitors may be better known in certain regional markets, have more experience in undertaking real estate
development in these markets or may be better placed to acquire such land for new property development
projects.
Competition in the market for leased commercial and retail properties is driven principally by the location of the
development and the pricing of rentals. In central business districts, competition in this segment comes from
both new developments as well as existing developments which will soon become vacant.
Our competitors across the different markets that we operate in include real estate developers such as Unitech
Limited, Emaar MGF, Lodha Developers, Vatika Developers, Sobha Developers, Jaypee Infratech, Godrej
Properties, AnantRaj Industries, Hiranandani Developers and the Raheja Group.
Human Resources
As of December 31, 2012, our Company had 3,165 employees consisting of finance, technical (engineering and
architecture), marketing, facility management, legal and administrative and non-technical staff. We do not take
into count any manpower employed by our contractors or sub-contractors in calculating our personnel. We
believe that our employees are key contributors to our growth and competitiveness. We continue to focus on
human resource practices, systems and people development initiatives that encourage continuous learning on the
job and meritocracy and which enhance our capabilities. We make a concerted effort to provide training and
development to newly hired professionals in order to maximize the performance of our employees. Our work
force consists of (i) our permanent employees and (ii) consultants who we engage on a contractual basis to assist
in the architectural and structural design of our projects.
Safety Measures
We have implemented a number of precautionary measures for the safety of our customers and tenants while
undertaking the development of various projects, including the following:
? The structural design and construction of our buildings are carried out in accordance with the relevant
provisions of National Building Code, applicable building bylaws, as stipulated by the Bureau of Indian
Standards.
? Our buildings are designed and built for the prevalent appropriate seismic loads, all dead loads and live
loads, and wind pressure. In all cases, normal strengthening is provided in the designs of buildings to resist
distress during an earthquake.
? To ensure fire safety in the buildings, we have set up three fire stations at DLF Cyber-City, Gurgaon, DLF
Phase-V, Gurgaon and at DLF IT SEZ, Chennai. Further, we comply with the applicable statutory fire safety

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standards as stipulated by the National Building Code involving provisions of fire detection and fire
fighting equipment, fire alarm systems, wet riser systems, sprinkler systems, smoke detectors and fire
doors. Moreover, fire escape stairs or ramps, are provided for evacuation. We have introduced third-party
fire safety audits for all our commercial and retail developments. Additionally, inspections of our fire safety
systems and equipment are undertaken at regular intervals to ensure their operational effectiveness.
? To ensure safety against flooding, we have adopted suitable design measures, including the provision of
storm water drainage systems, drains in basements connected to collection sumps with sump pumps, and
raised plinth levels in the buildings.
? We have appointed DuPont to review, facilitate and implement high standards of safety across our
construction projects and developments that relate to our Lease Business as well as our leased commercial
and retail properties. As a result, we have implemented several safety standards, implemented emergency
preparedness plans and trained our employees and tenants on safety standards through regular safety
awareness programs.
? All buildings are insured.
Additionally, we have employed various measures and technologies to enhance the life of the buildings, and we
undertake regular inspections to repair any damage caused by normal wear and tear. We also utilize scientific
methods to check the land mass strength needed for constructing multi-storey buildings. Based on the scientific
tests performed on soil load bearing capacity and other soil properties, suitable foundation arrangements and
design are implemented to ensure safe and stable structures.
Intellectual Property
We operate primarily under the brand name and logo. We have obtained, or have applied for, trademark
registrations for our various logos, labels and brands which we use in our business and for our projects.
Information Technology
We have incorporated modern software systems in our businesses and operations. In addition to standard
software systems for word processing, providing secure access to applications and content from systems used by
our employees, we operate an ERP platform to integrate and effectively manage our financial and procurement
systems. We are currently in the process of integrating certain external tools and processes on our ERP platform.
Insurance
We maintained a comprehensive insurance coverage with HDFC ERGO General Insurance Company Limited,
along with ICICI Lombard General Insurance Company Limited, Reliance General Insurance Company Limited
and IFFCO Tokio General Insurance as co-insurers, for all of our projects, with us, our Subsidiaries, Associates,
associations of persons, contractors and sub-contractors as the insuring parties. Our insurance includes coverage
for all risks in relation to property, including annual outlay on assets in the course of construction, completely
constructed assets, fit out value, leasehold improvements, machinery insurance, excluding that of energy centers
in DLF Utilities, all risks in relation to operational business interruption and money and fidelity insurance. We
do not have coverage for contractor’s liability, timely project completion, loss of rent or profit, defects in the
quality of materials used or consequential damages for a tenant’s lost profits.
Awards and Recognition
We were awarded the “Best Global Developer Award” for 2009 by the Euromoney magazine at the Fifth
Euromoney Annual Real Estate Awards. Further, we were chosen as the leader in the “Building & Construction
– Real Estate” category at the NDTV Profit Business Leadership Awards in 2007 and received the “Most
Respected Real Estate Company in India” award from the Business World magazine in 2011.
The HUDA has, over the last eight years, awarded us with the “Excellence in Horticulture Preservation” award.
The DLF Golf & Country Club has won the “Best Golf Course Award” at the Asian Golf Monthly Awards -
2012. We have won this award five times in the last six years. Our Queens Court project, won the CNBC
“National Real Estate Awards 2012” under the ultra luxury residential category, whereas our DLF IT SEZ –
Chennai and DLF Emporio mall projects won this award under the commercial and retail categories. We also
received the “Best Retail Developer in India” award at Euromoney’s Real Estate Survey 2012.
Credit Rating

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Set forth below is certain information with respect to our credit ratings in respect of our outstanding
indebtedness.
Rating Agency Credit Rating Instrument and Limit/Rating amount
ICRA [ICRA]A `40,000.0 million of non-convertible debentures, and `111,180.0 million of fund based facilities
and `16,360.0 million of non-fund based facilities.
CRISIL A2+* `17,640.0 million of short-term debt instruments, `6,770.0 million of bank guarantee, `12,290.0
million of letter of credit facilities and `30,000 million of short-term debt facilities.
CRISIL A/Negative** `50,000.0 million of non-convertible debentures, `4,040.0 million of overdraft facilities,
`115,330.0 million term loans and working capital facilities and a proposed term loan facility of
`1,230.0 million.
______
* indicates “strong safety with relatively higher standing within the category”.
** indicates “adequate degree of safety regarding timely servicing of financial obligations”.
Corporate Social Responsibility
We believe that we make significant investments in community welfare initiatives, including through
education, vocational training, health, environment, capacity building and rural-centric interventions. The DLF
Foundation provides assistance in several of these initiatives, including in the setting up of primary health
centers and providing special medical and schooling facilities for children of construction workers at our sites.
In addition, it contributes to several other ongoing rural healthcare and education schemes, including for
imparting job oriented skills and for rewarding meritorious students among the underprivileged. We have
received several awards for our corporate social responsibility initiatives including the “Golden Peacock Award
for Excellence in CSR Practices” in 2010 and the “Responsible Business Leadership Award” in 2012.
OTHER BUSINESSES
Hotels
As part of our strategy to exit non-core assets and non-strategic businesses, we have divested a significant
portion of our interests in the hospitality business. We divested our entire shareholding in Adone Hotels and
Hospitality Limited, which held land parcels in Chennai, Mysore, Kolkata and Thiruvananthapuram for
development of hotels and other hospitality projects.
Our wholly owned subsidiary, DLF Global Hospitality Limited entered into a share purchase agreement with
Mahaman Assets Limited on December 12, 2012 to sell its 100% shareholding in Silverlink at an enterprise
value of approximately U.S.$300.0 million (or, `16,281.8 million). Silverlink operates 25 hotels and resorts in
15 international locations and two hotels in India under the “Aman Resorts” brand with more than 976 keys. Of
the 25 international hotels and resorts, 14 are owned by Silverlink. Pursuant to an amendment agreement dated
April 10, 2013 and upon satisfaction of certain conditions specified under the share purchase agreement, we
expect this transaction to be completed by June 30, 2013.
However, The Lodhi, which is a hotel property with 40 keys and 28 serviced apartments located in New Delhi,
was not included in this sale. We continue to own and operate this hotel property.
Our other operating hotel properties include Hilton Garden Inn, a 116-room hotel at DLF Place at Saket in New
Delhi which is managed by Hilton International. We expect to divest the ownership of this hotel in the
foreseeable future.
Wind Energy
We currently operate wind energy turbines spread across the states of Gujarat, Tamil Nadu, Karnataka and
Rajasthan with an installed capacity of approximately 227 MW. We have entered into contractual arrangements
with the respective state electricity boards for sale of power generated from these wind energy turbines.
We entered into a definitive agreement in January 2013 with BLP Vayu (Project 1) Private Limited, a subsidiary
of Bharat Light & Power Private Limited, for the sale of our wind energy undertaking in Gujarat with a capacity
of 150 MW for `2,823.0 million. Further, we entered into definitive agreements in April 2013 with Tulip
Renewable Powertech Private Limited and Violet Green Power Private Limited for the sale of our wind energy
undertakings in Tamil Nadu and Rajasthan, with capacities of 34.5 MW and 33.0 MW, respectively, for a sale
consideration of `1,887.0 million and `522.0 million, respectively. These transactions are expected to be
completed in the near future on satisfaction of certain closing conditions and receipt of regulatory approvals.

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We are currently in discussions with prospective buyers for the sale of our wind energy undertaking in the state
of Karnataka with an aggregate capacity of 11.2 MW.
DT Cinemas
We operate a multiplex cinema business under the “DT Star Cinemas” brand. We presently operate 29 movie
screens at seven locations in the Delhi Metropolitan Region, Gurgaon and Chandigarh with an overall seating
capacity of more than 6,200 seats and derive revenues from ticket receipts, advertisements and concessions. We
expect to add another 4,000 seats on completion of the DLF Mall of India project at Noida, the Yashwant Singh
Place project in Delhi and the Horizon Center project in Gurgaon. We believe that our multiplex cinemas act as
the “entertainment anchor” for our malls and create footfalls. Prominent among these are our shopping malls at
Saket and Vasant Kunj in New Delhi and our malls in Gurgaon and Chandigarh. Further, we believe that we
have been able to differentiate our services through use of advanced digital cinema equipment, several food and
beverage options as well as push back seats with increased leg-room for additional comfort of our patrons.
Life Insurance
In February 2007, we entered into an agreement with U.S.-based Prudential International Insurance Holdings to
establish a joint venture company to develop, promote, market and sell life insurance products in India. We
currently hold 74% equity stake in the joint venture. The joint venture completed its fourth year of operations on
March 31, 2012, and as of December 31, 2012, had 47 branches in India and a team of 6,037 individual agents.
Further, it had issued 69,458 insurance policies as of December 31, 2012 as against 44,953 as of December 31,
2011. The joint venture’s loss in Fiscal 2012 and the nine month period ended December 31, 2012 was `1,282.5
million and `1,165.9 million, respectively.

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BOARD OF DIRECTORS AND SENIOR MANAGEMENT

Board of Directors

The Company’s Articles of Association provide that the number of Directors shall not be less than three or more
than twelve unless otherwise determined by special resolution. As of the date of this Prospectus, the Company
has nine Directors.

Not less than two-thirds of the total number of Directors is required to be persons whose period of office is
liable to determination by retirement of Directors by rotation. At each annual general meeting of the Company,
one-third of such of the Directors for the time being as are liable to retire by rotation, or if their number is not
three or a multiple of three, than the number nearest to one-third shall retire from office. Neither the Chairman
of the Board nor the Managing Director are liable to retire by rotation. The quorum necessary for the transaction
of the business shall be one-third of its total strength (any fraction in that one-third being rounded off as one), or
two Directors, whichever is higher.

The Company’s Directors are not required to hold any Equity Shares to qualify to be a Director.

The following table provides information about the Company’s current Directors as of the date of this
Prospectus:

Sr.
No.
Name, DIN, Term and Nationality Age (Years) Designation
1. Dr. Kushal Pal Singh

DIN: 00003191

Term: Re-appointed as the ‘Chairman and
Whole Time Director’ with effect from
October 1, 2008 for a term of five years;
not liable to retire by rotation

Nationality: Indian

81 Chairman and Whole-time Director
2. Mr. Rajiv Singh

DIN: 00003214

Term: Re-appointed as the ‘Vice-Chairman
and Whole Time Director’ with effect from
April 9, 2009 for a term of five years; liable
to retire by rotation

Nationality: Indian

53 Vice-Chairman and Whole-time Director
3. Mr. Trilok Chand Goyal

DIN: 00003231

Term: Re-appointed as the ‘Managing
Director’ with effect from March 1, 2013,
to March 31, 2015; not liable to retire by
rotation

Nationality: Indian

68 Managing Director

137

Sr.
No.
Name, DIN, Term and Nationality Age (Years) Designation
4. Ms. Pia Singh

DIN: 00067233

Term: Re-appointed as the ‘Whole Time
Director’ with effect from February 18,
2013 for a term of five years; liable to retire
by rotation

Nationality: Indian

42 Whole-time Director
5. Mr. Gurvirendra Singh Talwar

DIN: 00559460

Term: Liable to retire by rotation

Nationality: Indian

65 Director (Non-executive and non-independent)
6. Dr. Dharam Vir Kapur

DIN: 00001982

Term: Liable to retire by rotation

Nationality: Indian

84 Director (Independent)
7. Mr. Kashi Nath Memani

DIN: 00020696

Term: Liable to retire by rotation

Nationality: Indian

74 Director (Independent)
8. Mr. Brijender Bhushan

DIN: 00004942

Term: Liable to retire by rotation

Nationality: Indian

80 Director (Independent)
9. Brig. (Retd.) Narendra Pal Singh

DIN: 00003220

Term: Liable to retire by rotation

Nationality: Indian

75 Director (Independent)

Brief Profile of the Directors

Dr. Kushal Pal Singh, age 81 years, is Chairman and Whole-time Director of our Company. He graduated in
science from Meerut University and pursued Aeronautical Engineering in England. He was selected to the
Indian Army by the British Officers Services Selection Board, U.K., underwent training as cadet at Indian
Military Academy, Dehradun and served in The Deccan Horse cavalry regiment. In 1960, he joined American
Universal Electric Company and took over as the Managing Director after its merger with DLF Universal
Limited (now DLF Limited). As the Chairman of our Company, he is known for developing the Gurgaon
satellite city project in Haryana.

In 2010, he was conferred the Padma Bhushan national award by the President of India in his recognition of

138

exceptional and distinguished services to the nation. He is also the recipient of numerous awards and honours,
including the Samman Patra by the Government of India for being one of the top tax payers of Delhi region in
2000, and the Delhi Ratna Award by the Government of Delhi for his contribution towards urban development.
He has been conferred with an Honorary Doctorate by G.B. Pant Agriculture University. He has been presented
with the prestigious royal decoration of Officer of the Order of St. Charles, by HSH Prince Albert II in
recognition of his valuable contributions as a Honorary Consul General of the Principality of Monaco in Delhi.
He is the recipient of the Entrepreneur of the Year 2011 award at the Asian Awards in October, 2011 at London
and was conferred the Indian Business Leader of the Year award at the Horasis Global Indian Business Meeting
held in Antwerp, Belgium in June, 2012.

He has held several important business, financial and diplomatic positions including as a Member of the
International Advisory Board of Directors of General Electric; Member, Central Board of the Reserve Bank of
India and was the President of ASSOCHAM in 1999, and was earlier President of the PHD Chamber of
Commerce and Industry. He is currently on the Governing/ Executive Board of several well-known universities
and educational institutions, including the Indian School of Business, Hyderabad and the Indian Institute of
Technology, Rajasthan.

Committed to the philosophy that the corporate sector should play a proactive role in promoting the cause of
inclusive growth, he established DLF Foundation in 2008 as the philanthropic arm of our Company, providing
structure and focus to the social outreach initiatives of our Company.

Mr. Rajiv Singh, age 53 years, is the Vice-Chairman and Whole-time Director of the Company. He is a
graduate from the Massachusetts Institute of Technology, U.S.A. and holds a degree in Mechanical Engineering.
He has over 30 years of professional experience. He spearheads the strategy implementation and oversees the
operations of our Company.

Mr. Trilok Chand Goyal, age 68 years, is the Managing Director of our Company. He has done his B. Com.
(Hons.) from Shri Ram College of Commerce, University of Delhi and is a Fellow Member of the Institute of
Chartered Accountants of India. He has been holding the position of Managing Director of our Company since
March, 1998. He has over four decades of experience in business management and real estate development. He
has been a member of the Management Committee of PHD Chamber of Commerce & Industry for over a
decade. He is also the managing trustee of a number of charitable trusts engaged in education and welfare
activities.

Ms. Pia Singh, age 42 years, is the Whole-time Director of our Company. She is a graduate from the Wharton
School of Business, University of Pennsylvania, U.S.A. with a degree in finance. Having over 17 years of
experience, she has been a Director of our Company for the last nine years. Prior to that she has worked for the
risk-undertaking department of GE Capital, the investment division of General Electric.

Mr. Gurvirendra Singh Talwar, age 65 years, is a non-executive and non-independent Director of our
Company. He is the founding Chairman and Managing Partner of Sabre Capital Worldwide, a private equity and
investment company focused on financial services. He holds a Bachelor of Arts (Hons.) degree in Economics
from St. Stephen’s College, University of Delhi. He was previously the Chairman of Centurion Bank of Punjab
Limited (merged with HDFC Bank Limited) and non-executive director of Fortis Group (Belgium and
Netherlands), Schlumberger Limited and Pearson PLC. Prior to joining the Board of our Company, he has
worked for Standard Chartered PLC as group chief executive and for Citigroup in various positions including as
its executive vice president. He is a founding member of the governing board of Indian School of Business,
Hyderabad and is a former Governor of the London Business School, U.K.

Dr. Dharam Vir Kapur, age 84 years, is an independent Director of our Company. He is an honours graduate
in electrical engineering with wide experience in power, capital goods, chemicals and petrochemicals industries.
He has had a long career in the Government sector. He served Bharat Heavy Electricals Limited in various
positions with distinction and was the founder Chairman-cum-Managing Director of NTPC Limited. ENERTIA
Awards 2010 conferred ‘Life Time Achievement Award’ on him for his contribution to the power and energy
sector and for his role in NTPC Limited for which he was described as a model manager by the Board of
Executive Directors of the World Bank.

As Secretary to the Government of India in the Ministries of Power, Heavy Industry and Chemicals &
Petrochemicals during 1980-86, he made significant contributions with introduction of new management
practices and liberalisation initiatives including authorship of ‘Broad banding’ and ‘Minimum economic sizes’

139

in industrial licensing. He was also associated with a number of national institutions as Member, Atomic Energy
Commission; Member, Advisory Committee of the Cabinet for Science and Technology; Chairman, Board of
Governors, Indian Institute of Technology, Bombay; Member, Board of Governors, IIM, Lucknow and
Chairman, National Productivity Council. In recognition of his services and significant contributions in the field
of technology, management and industrial development, Jawaharlal Nehru Technological University, Hyderabad
conferred on him the degree of D. Sc. He is also the recipient of ‘India Power, Life Time Achievement Award’
presented by the Council of Power Utilities, for his contributions to energy and industry sectors.

Mr. Kashi Nath Memani, age 74 years, is an independent Director of our Company. He, a fellow member of
the Institute of Chartered Accountants of India, is a former chairman and country managing partner of Ernst &
Young, India. He was also the member of the Ernst & Young Global Council. He specialises in business and
corporate advisory, foreign taxation, financial consultancy etc. and is a consultant on corporate matters of
several domestic and foreign companies. He headed Quality Review Board, an oversight board to review the
quality of auditors set up by the Government of India. He was associated with National Advisory Committee on
Accounting Standards and an expert committee for amendments to the Companies Act, 1956 constituted by the
Government of India. He was also member of the External Audit Committee of International Monetary Fund for
2 years. Currently, he is on the managing committee/governing boards of various industry chambers,
educational institutions and social organisations.

Mr. Brijender Bhushan, age 80 years, is an independent Director of our Company. He is a Fellow Member of
the Institute of Chartered Accountants of India and an Associate Member of the Institute of Cost Accountants of
India, has over four decades of experience in finance, capital markets, taxation, corporate affairs and general
management. He is currently the chairman of Integrated Capital Services Limited.

Brig. (Retd.) Narendra Pal Singh, age 75 years, is an independent Director of our Company and holds a
master’s degree in arts and science. He is an associate member of British Institute of Management. He served in
the Indian Army for 34 years prior to joining our Company’s Board in 1993. He is trained Personnel Selection
Officer from psycological research wing, Ministry of Defence, Government of India. He is on the board of
several companies.

Mr. Rajiv Singh and Ms. Pia Singh are children of Dr. Kushal Pal Singh. Mr. Gurvirendra Singh Talwar is the son-
in law of Dr. Kushal Pal Singh and brother-in law of Mr. Rajiv Singh and Ms. Pia Singh. Apart from these, none
of our Directors are related to each other.

Borrowing Powers of the Board

Pursuant to a resolution dated April 20, 2006 passed by our shareholders in accordance with provisions of the
Companies Act, our Board has been authorised to borrow sums of money for the purpose of the Company upon
such terms and conditions and with or without security as the Board of Directors may think fit. The Company
may borrow money up to ` 500,000 million as to amount and upon such terms and in such manner as they think
fit and to grant any mortgage, charge or standard security over its undertaking, property and uncalled capital or
any part thereof and to issue debentures, debenture stock and other securities whether outright or as security for
any debt, liability or obligation of the company or of any third party.

Shareholding of Directors

The following table sets forth the number of Equity Shares held by and the stock options granted (which are
outstanding) to the Directors as of March 31, 2013:

Name Number of Equity
Shares
Percentage
(%)
Number of employee stock options granted (which
are outstanding) under ESOP 2006
Dr. Kushal Pal Singh 1,04,61,000 0.62 Nil
Mr. Rajiv Singh 1,64,56,320 0.97 Nil
Mr. Trilok Chand
Goyal
4,44,091 0.03 349,719
Ms. Pia Singh 81,38,600 0.48 Nil
Mr. Gurvirendra Singh
Talwar
1,00,000 0.00 Nil
Dr. Dharam Vir Kapur 10,000 Negligible Nil
Mr. Kashi Nath
Memani
Nil - Nil

140

Name Number of Equity
Shares
Percentage
(%)
Number of employee stock options granted (which
are outstanding) under ESOP 2006
Mr. Brijender Bhushan Nil - Nil
Brig. (Retd.) Narendra
Pal Singh
Nil - Nil

Remuneration of the Directors

Executive Directors

The following tables set forth the remuneration paid by the Company to its current Executive Directors for the
Financial Year 2012:

Name of
Director
Designation Salary and
HRA
(` in
million)
Other
perquisites,
benefits and
allowances
(` in million)
Commission
(` in
million)
Contribution to
provident and
superannuation
fund
(` in million)

Total
(` in
million)
Dr. Kushal Pal
Singh
Chairman and
Whole-time
Director
10.71 0.73 25.00 0.76 37.20
Mr. Rajiv Singh Vice Chairman and
Whole-time
Director
6.30 21.12 25.00 1.70 54.12
Mr. Trilok
Chand Goyal
Managing Director 30.65 26.77 19.00 2.03 78.45
Ms. Pia Singh Whole-time
Director
17.26 3.18 10.00 2.53 32.97

Non-Executive Directors

The following tables set forth the remuneration paid by the Company to its current Non-Executive Directors for
the Financial Year 2012:

Name Sitting Fees
*

(In ` million)
Commission
(In ` million)
Total
(In ` million)
Mr. Gurvirendra Singh Talwar 0.08 2.20 2.28
Dr. Dharam Vir Kapur 0.38 2.20 2.58
Mr. Kashi Nath Memani 0.30 2.20 2.50
Mr. Brijender Bhushan 0.26 2.20 2.46
Brig. (Retd.) Narendra Pal Singh 0.22 2.20 2.42
*
For attending Board & Committee Meetings

Prohibition by SEBI or Other Governmental Authorities

None of the Directors or the companies with which they are or were associated as promoters, directors or
persons in control have been debarred from accessing the capital market under any order or direction passed by
SEBI.

141

Management Organisation Structure

ORGANISATION STRUCTURE
DLF LIMITED
DEVELOPMENT
BUSINESS
LEASE
BUSINESS
CORPORATE
SUPERMETROS
DEVELOPMENT
BUSINESS

GURGAON
DEVELOPMENT
BUSINESS

REST OF INDIA
DEVELOPMENT
BUSINESS

Delhi
Indore
West
(Mumbai/Pune/
Ahmd/Nagpur
East (Kolkata/
Bhuvneshwar)
REST OF
GURGAON
PHASE V
DLF City-
Estate
Management
North
South
Offices
Malls/DT
Cinemas
Food courts
Utilities
VCO
Secretarial
Internal Audit
Finance &
Accounts, IT
Legal
HUMAN
RESOURCES
Investor
Relations/ Interest
in JV’s

142

Key Management Personnel

The key management personnel, as per SEBI Regulations, are as follows:

Mr. Anil Gupta (Executive Director, Technical): Mr. Anil Gupta, age 57 years, has done Bachelor of
Architecture from University of Roorkee. He joined us in May 1990 and has work experience of about 34 years.
Prior to joining us, he was with Bhasin Associate Limited, STUP Consultants Limited, Arvind Gupta Associate
Private Limited etc. He is currently overall responsible for design and engineering services for our projects in
Delhi, Kolkata and Indore.

Mr. Ashok Kumar Tyagi (Group Chief Financial Officer): Mr. Ashok Kumar Tyagi, age 51 years, is B.E.
(Mechanical Engineering) from I.I.T., Roorkee and has also done P.G.D.M. from the Indian Institute of
Management, Ahmedabad. He joined us in July 2008 and has work experience of over 28 years. Prior to joining
us, he was with Genpact, GE Motors and IFFCO. He is overall responsible for the finance and accounting,
treasury, taxation, investor relations, business planning and information technology at the group level.

Mr. C.P. Poonacha (Executive director of DLF Utilities Limited): Mr. C.P. Poonacha, age 57 years, is B.E.
(Mechanical) from Mysore University and has also done Post Graduate Programme in International Business
Management from International Management Institute (India), New Delhi. He joined us in October 2007 and
has work experience of over 36 years. Prior to joining us, he was with DLF Power Limited, Bharat Heavy
Electricals Limited and Canadian Metchem – Consultants Limited and is responsible for utilities (energy centers
and power).

Mr. Deepak Banerjee (Executive Director, Technical, Delhi): Mr. Deepak Banerjee, age 62 years, is B.Tech.
(Civil Engineering) from Indian Institute of Technology, Delhi. He joined us in September 2003 and has work
experience of over 39 years. Prior to joining us, he was with SIEL Limited and Landbase India Limited of the
ITC group. He is currently responsible for execution and delivery of existing and upcoming projects in Delhi.

Mr. Devinder Singh (Managing Director, DLF Home Developers Limited): Mr. Devinder Singh, age 49
years, is B.E. (Civil) from Punjab University and PGDM from MDI Gurgaon. He joined us in November 1985
and has work experience of over 27 years. He was appointed as Managing Director, DLF Home Developers
Limited with effect from November 2, 2012 and is responsible for the overall business in New Gurgaon. He is
also responsible for land and approval issue for Gurgaon.

Mr. Harsh Dhar (Executive Director, Projects): Mr. Harsh Dhar, age 59 years, is B.E. (Civil Engineering)
from University of Baroda. He joined us in May 2011 and has work experience of over 35 years. Prior to joining
us, he was with Keystone Realtors (Rustomjee), Arkiteknik International Consulting Engineers and Dubai
Police Force. He is overall responsible for execution and delivery of our existing and upcoming development
projects in Northern/Southern Region.

Mr. J. Subrahmanian (Senior Executive Director, Southern Region): Mr. J. Subrahmanian, age 58 years, is
B.Tech. (Electrical Engineering) from Indian Institute of Technology, Delhi and has also done PGDM from
Indian Institute of Management, Bangalore. He joined us in January 2004 and has work experience of over 33
years. Prior to joining us, he was with Aseania Group of Companies, Kuala Lumpur, DLF Cement Limited,
Dalmia Bros Private Limited He is overall responsible for development business in Southern Region.

Mr. Kapil Gupta (Executive Director, Commercial, Delhi): Mr. Kapil Gupta, age 51 years, is B.Com.
(Hons) from University of Delhi and is a fellow member of the Institute of Chartered Accountants of India. He
joined us in December 2007 and has an aggregate work experience of over 28 years. Prior to joining us, he
worked as consultant/partner with PT. Indorama Synthetics Tbk, Manoj Aggarwal & Associates and K.S.Mehta
& Co. He is currently responsible for commercial functions, approvals and business development for Delhi.

Mr. Mohit Gujral (Business leader, Rest of India Devco): Mr. Mohit Gujral, age 54 years, holds Diploma in
architecture from The Centre for Environmental Planning and Technology, Ahmedabad. He joined us on August
1, 2010 and has an aggregate work experience of over 27 years. Prior to joining us, he was self employed and
headed his own establishments, Design Plus and Delanco. He was appointed as business leader for rest of India
Devco with effect from November 19, 2010 and is overall responsible for the development business in the
Northern and Southern Regions.

143

Mr. Rajbeer S. Sachdeva (Group General Counsel): Mr. Rajbeer S.Sachdeva, age 47 years, is B.Sc., LL.B.
and LL.M. from University of Delhi. He joined us in October 2011 and has work experience of over 23 years.
Prior to joining us, he was with Ranbaxy Laboratories Limited, Essar Telecom Limited, SIEL Limited. He is
overall responsible for the legal Function at group level.

Mr. Rajeev Talwar (Managing Director-DLF Universal Limited): Mr. Rajeev Talwar, age 58 years, is an
I.A.S. officer of 1979 batch, who resigned from Government service in 2006 when he had 8 more years of
service left. He joined our Company on August 24 2006. He is B.A (Hons.) and has also done his M.A.
(History) from St. Stephens College, Delhi University. He has work experience of over 35 years including 28
years in Indian Administrative Services (I.A.S). He worked in Government of NCT of Delhi, Government of
Goa, Government of Arunachal Pradesh, Ministry of Home Affairs and many ministries in Government of India
like civil aviation, tourism, labour, food processing industries, surface transport and coal. He was appointed as
the Managing Director, DLF Universal Limited on October 28, 2009 and is currently responsible for the
development of and operations of business in Delhi, Eastern and Western Region in addition to being the Group
Executive Director of our Company.

Mr. Ramesh Sanka (Managing director of DLF Cybercity Developers Limited): Mr. Ramesh Sanka, age
53 years, is B.Tech. (Mechanical Engineering) from Jawaharlal Nehru Technological University, Andhra
Pradesh and has also done Master of Management Studies from University of Bombay. He joined us in June
2004 and has work experience of over 29 years. Prior to joining us, he was with Moser Baer India, Bharti
Mobitel (Spice Cell Limited), Alcatel India Limited. He was appointed as managing director of DLF Cybercity
Developers Limited with effect from September 30, 2009 and is overall responsible for our rental business
including utilities.

Mr. Ravi S. Kachru (Chairman cum managing director of DLF Projects Limited): Mr. Ravi S. Kachru, age
65 years, is B.Sc. (Civil Engineering) from the Birla Institute of Technology, Ranchi. He joined us in March
1991 and has work experience of over 40 years. Prior to joining us, he worked with M/s Al-Habook General
Trading & Contracting Establishment, A.K.D.A. - J N Joint Venture, Saud & Ebrahim Al-Abdulrazak. He was
appointed as chairman cum managing director of DLF Projects with effect from April 1, 2008 and is overall
responsible for execution and delivery of our existing and upcoming projects in Phase-V, Gurgaon.

Mr. Sanjay Goenka (Executive Director-Finance and Taxation): Mr. Sanjay Goenka, age 48 years, is
B.Com. from H.L.College of Commerce and LL.B. from Sir L.A. Shah Law College, Ahmedabad, Gujarat
University and Inter CA from the Institute of Chartered Accountants of India. He joined us in June 1992 and has
work experience of over 28 years. Prior to joining us, he was with The Jay Engineering Works Limited (Shriram
Group), Jain Saxena & Nagalia, Chartered Accountants. He is currently responsible for direct taxation function
at group level.

Mr. Saurabh Chawla (Executive Director-Finance): Mr. Saurabh Chawla, age 49 years, is B.Com. (Hons.)
from University of Delhi and has also done M.B.A. (Finance) from Pace University, New York. He joined us in
April 2006 and has work experience of over 21 years. Prior to joining us, he worked with Moser Baer India,
Intellistudent Services Private Limited, GE Capital Services India. Beside heading the investor relations
function at the group level, he is also responsible for capital market transactions (debt or equity) and
additionally has oversight responsibilities in the hospitality vertical including Aman Resorts, and other joint
ventures as the insurance JV with Prudential Insurance (U.S.).

Mr. Sriram Khattar (Sr. Executive Director –Vice Chairman’s office): Mr. Sriram Khattar, age 55 years, is
B.Com. (Hons.), University of Delhi and is a fellow member of The Institute of Chartered Accountants of India.
He joined us in December 2007 and has an aggregate work experience of over 30 years. Prior to joining us, he
was with Fortis Group, Escorts, ITC Limited He is overall responsible for Vice Chairman’s office. He is also
overall responsible for risk management including compliance, internal audit, corporate affairs and fire/safety
compliance at the group level.

Mr. Sudhir Sahgal (Executive Director, East): Mr. Sudhir Sahgal, age 67 years, is B.Sc. (Mechanical-
Engineering) from Punjab Engineering College, Chandigarh. He joined us in January 2007 and has work
experience of over 45 years. Prior to joining us, he was with Phillips Carbon Black Limited, Remington Rand
and Dunlop India. He is overall responsible for the Eastern Region.

Mr. Surojit Basak (Executive Director, Finance): Mr. Surojit Basak, age 56 years, is B.Com. from University
of Kolkata, a member of The Chartered Accountants of India. He joined us in April 2006 and has work

144

experience of over 34 years. Prior to joining us, he was with Berger Paints Group, UK Paints, J AND N Exports.
He is currently heading the finance function for Northern and Southern Regions.

Mr. Yogeshwar Kumar Tyagi (Executive Director, Commercial): Mr. Yogeshwar Kumar Tyagi, age 63
years, is B.Tech. (Chemical Engineering) from Indian Institute of Technology, Delhi and has also done M.B.A.
(Finance) from Delhi University. He joined us in May 2006 and has work experience of over 42 years. Prior to
joining us, he was with IFC, Indo Rama Synthetics and Anand Group. He is overall responsible for strategic
sourcing, procurements and contracts functions at the group level.

Ms. Madhu Kumar Gambhir (Executive Director-Human Resources): Ms. Madhu Kumar Gambhir, age 54
years is B.A. (Hons) Psychology and M.A. (Social Work) from University of Delhi and has also done a
P.G.D.P.M.I.R. from the Faculty of Management Studies, University of Delhi. She joined us in August 1992 and
has work experience of about 31 years. Prior to joining us, she worked with ITDC, East India Hotels Limited
and Clarion Advertising. She is overall responsible for the human resources function at the group level.

Ms. Valsala (Sr. Executive Director, Marketing): Ms. Valsala, age 52 years, has done M.A. (Public
Administration) from University of Rajasthan and Master of Business Administration from IGNOU. She joined
us in March 1983 and has work experience of about 34 years. As Sr. Executive Director, Marketing, she is
responsible for sales, marketing and customer services functions for Delhi/Gurgaon.

Unless otherwise specified, the aforesaid key management personnels are permanent employees of our
Company.

Corporate Governance

Currently, the Board consists of nine Directors, out of which four are independent Directors. As the Chairman of
the Company is an executive director, at least half of the Board is required to consist of independent directors, as
required under the corporate governance norms provided in Clause 49 of the Equity Listing Agreement.
Pursuant to retirement of Mr. M.M. Sabharwal, who was an independent director, at the 47
th
AGM of the
Company on September 7, 2012, the Board of Directors does not comprise of adequate number of independent
directors. Our Company is required to appoint one more independent director by May 31, 2013.

The Board functions either as a full Board or through various committees constituted to oversee specific
operational areas.

Committees of the Board

As of the date of this Prospectus, Board level committees in the Company which have been constituted are (i)
Audit Committee; (ii) Shareholders’/Investors’ Grievance Committee; (iii) Finance Committee; (iv) Corpoarate
Governance Committee; and (v) Remuneration Committee.

The members of the aforesaid committees as of the date of this Prospectus are:

Committee Members
Audit Committee Mr. Kashi Nath Memani (Chairman), Dr. Dharam Vir Kapur, Mr. Brijender Bhushan
and Mr. Trilok Chand Goyal
Shareholders’/Investors’
Grievance Committee
Dr. Dharam Vir Kapur (Chairman), Brig. (Retd.) Narendra Pal Singh and Mr. Trilok
Chand Goyal
Finance Committee Mr. Rajiv Singh (Chairman), Mr. Trilok Chand Goyal, Ms. Pia Singh and Brig. (Retd.)
Narendra Pal Singh
Corporate Governance
Committee
Dr. Dharam Vir Kapur (Chairman), Mr. Kashi Nath Memani, Mr. Gurvirendra Singh
Talwar and Mr. Trilok Chand Goyal
Remuneration Committee Brig. (Retd.) Narendra Pal Singh (Chairman) and Mr. Brijender Bhushan

In addition, the Board also constitutes functional committees, from time to time, depending on the business
needs. The terms of reference of the committees are reviewed and modified by the Board from time to time. For
the Issue, the Board has constituted the Equity Issuance Committee.

Interest of Directors and Key Management Personnel

Except as stated in “Financial Statements”, and to the extent of shareholding and stock options held in the

145

Company and remuneration and benefits to which they are entitled as per their terms of appointment, the
Directors do not have any other interest in the Company or its business. All 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 and any other benefit arising out of such holding and transactions with the companies with which they
are associated as directors or members. The Non-Executive Directors of the Company may also be deemed to be
interested to the extent of sitting fees payable to them for attending meetings of the Board or a committee.

Employee Stock Option Scheme

In accordance with the resolution passed at the meeting of the shareholders of the Company held on April 20,
2006 and duly amended by way of a special resolution passed on January 4, 2007 and February 15, 2007, the
Company instituted an Employee Stock Option Scheme (“ESOP 2006”). It was resolved to issue to eligible
employees employee stock options exercisable into not more than 17,000,000 Equity Shares, with each option
conferring a right upon the eligible employee to apply for one Equity Share of the Company in accordance with
the terms and conditions of ESOP 2006. ESOP 2006 is administered by the Remuneration Committee. The
Remuneration Committee determines, among other things, the quantum of employee stock options to be granted
and the eligibility criteria.

Certain details regarding the ESOP 2006 as at March 31, 2013 are provided in the following table:

Sr.
No.
Description Details
1. Total number of employee options under the ESOP 2006 17,000,000
2. Options granted 9,812,903
3. Options vested 1,603,991
4. Options exercised and allotted 1,568,644
5. Options lapsed or forfeited 3,077,798
6. Total number of options outstanding 5,166,461

Employee Shadow Option Scheme

In addition to the remuneration and benefits that may be payable to the employees of our Company, certain of
our employees are entitled to cash benefit under an employee shadow option scheme set up in 2007 (“ESOS
2007”). ESOS 2007 is one of ways by which our Company rewards its employees. A shadow option under
ESOS 2007 is an option to receive cash on the appreciation of the value of the Equity Shares. The option in a
shadow option gives the concerned employee a choice to receive cash from our Company on the fulfilment of
all conditions mentioned in ESOS 2007. However, options are not Equity Shares and do not give the right to
receive Equity Shares. ESOS 2007 is administered by the Remuneration Committee of our Board of Directors.

146

PRINCIPAL SHAREHOLDERS

The Promoters of the Company are Dr. Kushal Pal Singh, Mr. Rajiv Singh, Panchsheel Investment Company
and Sidhant Housing and Development Company.

The shareholding pattern of the Company as of March 31, 2013 is as indicated in the table below:

Category
Code
Category of
Shareholder
No. of
Shareholders
Total No. of
Equity Shares
Total No. of
Equity Shares
held in
Dematerialise
d Form
Total Shareholding
as a % of total No.
of Equity Shares
Shares pledged or
otherwise
encumbered
As a %
of (A+B)
As a %
of
(A+B+C)
No. of
Equity
Shares
As a
% of
Total
No. of
Equity
Shares
(A) Shareholding of Promoter and Promoter Group
(1) Indian
(a) Individuals / Hindu
Undivided Family
6 47,844,360 47,844,360 2.82 2.82 - -
(b) Central
Government/ State
Government(s)
- -
-
-
-
-
-
(c) Bodies Corporate 19 1,286,870,760 1,286,870,760 75.76 75.76 - -
(d) Financial
Institutions/ Banks
- - - - - - -
(e) Any Other-
Promoter trust
1 88,000 88,000 0.01 0.01 - -
Sub Total (A)(1) 26 1,334,803,120 1,334,803,120 78.58 78.58 - -
(2) Foreign
(a) Individuals (Non-
Resident
Individuals/ Foreign
Individuals)
- - - - - - -
(b) Bodies Corporate - - - - - - -
(c) Institutions - - - - - - -
(d) Qualified Foreign
Investor
- - - - - - -
(e) Any Other (Specify) - - - - - - -
Sub-Total (A)(2) - - - - - - -
Total Shareholding
of Promoter and
Promoter Group
(A) = (A)(1) +
(A)(2)
26 1,334,803,120 1,334,803,120 78.58 78.58 - -
(B) Public Shareholding
(1) Institutions
(a) Mutual Funds / UTI 45 917,091 917,091 0.05 0.05 - -
(b) Financial
Institutions / Banks
17 1,925,498 1,925,498 0.11 0.11 - -
(c) Central
Government/ State
Government(s)
- - - - - - -
(d) Venture Capital
Funds
- - - - - - -
(e) Insurance
Companies
6 2,365,571 2,365,571 0.14 0.14 - -
(f) Foreign Institutional
Investors
376 282,636,581 282,636,581 16.64 16.64 - -
(g) Foreign Venture
Capital Investors
- - - - - - -
(h) Qualified Foreign
Investors
- - - - - - -
(i) Any Other (Specify) - - - - - - -
Sub Total (B)(1) 444 287,844,741 287,844,741 16.94 16.94 - -

147

Category
Code
Category of
Shareholder
No. of
Shareholders
Total No. of
Equity Shares
Total No. of
Equity Shares
held in
Dematerialise
d Form
Total Shareholding
as a % of total No.
of Equity Shares
Shares pledged or
otherwise
encumbered
As a %
of (A+B)
As a %
of
(A+B+C)
No. of
Equity
Shares
As a
% of
Total
No. of
Equity
Shares
(2) Non-Institutions
(a) Bodies Corporate 2,397 14,388,395 14,382,345 0.85 0.85 - -
(b) Individuals

i. Individual
shareholders
holding nominal
share capital up to `
1 lakh.
452,883 45,154,778 43,128,706 2.66 2.66 - -
ii. Individual
shareholders
holding nominal
share capital in
excess of ` 1 lakh.
57 9,003,023 6,268,863 0.53 0.53 - -
(c) Qualified Foreign
Investor
- - - - - - -
(d) Any Other (specify)

i. Non-Resident
Individuals
4,237 1,621,200 1,621,200 0.10 0.10 - -
ii. Foreign nationals 3 49,600 17,600 Negligib
le
Negligibl
e
- -
iii. Trusts 49 4,241,830 4,241,830 0.25 0.25 - -
iv. Clearing Members 270 1,612,379 1,612,379 0.09 0.09 - -
v. Overseas corporate
bodies
2 11 11 Negligib
le
Negligibl
e
- -
Sub-Total (B)(2) 459,898 76,071,216 71,264,934 4.48 4.48 - -
Total Public
Shareholding (B) =
(B)(1) + (B)(2)
460,342 363,915,957 359,109,675 21.42 21.42 - -
Total (A) + (B) 460,368 1,698,719,077 1,693,912,795 100.00 100.00 - -
(C) Shares held by Custodians and against which Depository Receipts have been issued
(1) Promoter and
Promoter group
- - - - - - -
(2) Public - - - - - - -
Grant Total
(A)+(B)+(C)
460,368 1,698,719,077 1,693,912,795 100.00 100.00 - -

Shareholding of persons belonging to the category “Promoter and Promoter Group” as of March 31, 2013 is
detailed in the table below:

Serial
no.
Name of the Shareholder Details of Equity Shares held
No. of Equity Shares
held
As a % of total
1.
Panchsheel Investment Company 312,110,500 18.37
2.
Sidhant Housing and Development Company 237,209,700 13.96
3.
Kohinoor Real Estates Company 95,353,400 5.61
4.
Madhur Housing and Development Company 93,819,600 5.52
5.
Yashika Properties and Development Company 92,080,400 5.42
6.
Mallika Housing Company LLP 90,992,000 5.36
7.
Prem Traders Private Limited 90,059,200 5.30
8.
Vishal Foods and Investments Private Limited 74,769,060 4.40
9.
Raisina Agencies LLP 65,889,120 3.88
10.
Jhandewalan Ancillaries Private Limited 47,388,000 2.79

148

Serial
no.
Name of the Shareholder Details of Equity Shares held
No. of Equity Shares
held
As a % of total
11.
DLF Investments Private Limited 39,154,500 2.30
12.
Rajiv Singh 16,456,320 0.97
13.
Realest Builders and Services Private Limited 14,927,680 0.88
14.
Haryana Electrical Udyog (P) Ltd 14,052,400 0.83
15.
K. P. Singh 10,461,000 0.62
16.
Pia Singh 8,138,600 0.48
17.
Kavita Singh 7,214,080 0.42
18.
Parvati Estates LLP 6,380,000 0.38
19.
Universal Management and Sales LLP 5,455,560 0.32
20.
Indira Kushal Pal Singh 4,034,360 0.24
21.
Megha Estates Private Limited 3,464,600 0.20
22.
Buland Consultants and Investments Private Limited 2,568,000 0.15
23.
Renuka Talwar 1,540,000 0.09
24.
Beverly Park Operation and Maintenance Services LLP 1,099,120 0.06
25.
Rajdhani Investment and Agencies Private Limited 97,920 0.01
26.
Prem's Will Trust (held by Mr.K.P.Singh and Rajiv Singh) 88,000 0.01

Total
1,334,803,120

78.58

149

ISSUE PROCEDURE

The following is a summary intended to present a general outline of the procedure relating to the application,
payment, Allocation and Allotment of the Equity Shares offered in the Issue. The Company and the Managers do
not accept any responsibility for the completeness and accuracy of the information stated in this section, and
are not liable for any amendment, modification or change in applicable laws or regulations, which may occur
after the date of the Red Herring Prospectus. This section applies to all Applicants. The Applicants are advised
to inform themselves of any restrictions or limitations that may be applicable to them. Applicants are advised to
make their independent investigations and ensure that their applications do not exceed the Issue Size or the
investment limits or maximum number of Equity Shares that can be held by them under applicable laws.
Authority for the Issue
The Issue was authorised and approved by the Board of Directors through a resolution dated March 6, 2013 and
by the shareholders of the Company through a special resolution dated April 4, 2013.
The Company has applied for and received in-principle approvals from the BSE and the NSE on April 25, 2013
and April 26, 2013, respectively, under Clause 24(a) of the Equity Listing Agreement for listing of the Equity
Shares offered in the Issue on the Stock Exchanges. The Company has also filed a copy of this Prospectus with
the RoC, SEBI and the Stock Exchanges.
Prohibition by SEBI or Other Governmental Authorities
The Company, its Promoter, the members of the Promoter Group, the Directors and the persons in control of the
Company have not been debarred from accessing the capital market under any order or direction passed by
SEBI or any other regulatory or governmental authority.
The companies with which the Promoter, the Directors or the persons in control of the Company are or were
associated as promoter, directors or persons in control have not been debarred from accessing the capital market
under any order or direction passed by SEBI or any other regulatory or governmental authority.
Restrictions on Issue Size
In terms of Regulation 91-I of the SEBI Regulations, the aggregate of all tranches of the Issue undertaken by the
Company cannot result in an increase in the public shareholding in the Company by more than 10% or such
lesser percentage as may be required for the Company to achieve the required minimum public shareholding.
Based on the Issue Size of 81,018,417 Equity Shares, the increase in public shareholding of the Company shall
be approximately 3.58%.
Who can Apply
The Issue is being made only to Eligible QIBs, being the following:
mutual funds, venture capital funds and AIFs registered with SEBI;
FIIs and sub-accounts registered with SEBI, other than a sub-account which is a foreign corporate or
foreign individual;
public financial institutions, as defined in Section 4A of the Companies Act;
scheduled commercial banks;
state industrial development corporations;
Insurance Companies;
provident funds with minimum corpus of ` 250 million;
pension funds with minimum corpus of ` 250 million;
National Investment Fund set up by resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of
the GoI published in the Gazette of India;

150

insurance funds set up and managed by army, navy or air force of the Union of India; and
insurance funds set up and managed by the Department of Posts, India.
Note: FVCIs and multilateral and bilateral development financial institutions are not permitted to participate in
this Issue.

FIIs are permitted to participate in the Issue only under the Portfolio Investment Scheme, subject to
compliance with all applicable laws and such that the shareholding of the FIIs does not exceed specified
limits as prescribed under applicable laws in this regard.
No single FII can hold more than 10% of the post Issue paid-up capital of the Company. In respect of an FII
investing in the Equity Shares offered in the Issue on behalf of its eligible sub-accounts, the investment on
behalf of each eligible sub-account shall not exceed 10% of the Company’s total paid-up capital. The aggregate
FII holding in the Company cannot exceed 24% of the total paid-up capital of the Company.
Note: Eligible sub-accounts of an FII, other than sub-accounts which are foreign corporates or foreign
individuals, will need to submit separate ASBA Applications. FIIs or sub-accounts of FIIs, are required to
indicate the SEBI FII/sub-account registration number in the ASBA Applications.
No Allotment shall be made, either directly or indirectly, to any Eligible QIB being a Promoter or any person
related to the Promoter. Eligible QIBs which have all or any of the following rights shall be deemed to be
persons related to Promoter:
a) rights under a shareholders’ agreement or voting agreement entered into with our Promoter or persons
related to our Promoter;
b) veto rights; or
c) right to appoint any nominee director on the Board.
Provided that an Eligible QIB which does not hold any Equity Shares and which has acquired the said rights in
the capacity of a lender shall not be deemed to be a person related to our Promoter.
Applicants are advised to make their independent investigations and satisfy themselves that they are
eligible to apply. Applicants are advised to ensure that the number of Equity Shares for which they have
provided ASBA Applications 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 the Red Herring
Prospectus and this Prospectus. Further, Applicants are required to satisfy themselves that their ASBA
Applications would not result in triggering a tender offer under the Takeover Regulations.
A minimum of 25% of the aggregate number of Equity Shares to be Allotted in the Issue shall be
Allocated and Allotted to Mutual Funds and Insurance Companies, subject to receipt of valid ASBA
Applications at or above the Issue Price, provided that if this portion or any part thereof to be Allocated
and Allotted to Mutual Funds and Insurance Companies remains unsubscribed, such minimum portion
or part thereof may be Allotted to other Eligible QIBs. For further details, please see “- Basis of
Allocation”.
Affiliates or associates of the Managers who are Eligible QIBs may participate in the Issue in compliance with
applicable laws.
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 Applicant for making an ASBA Application.
Number of Allottees
The Equity Shares offered in the Issue will not be Allotted to less than 10 Allottees.
As provided in the SEBI Regulations, no single Allottee shall be Allotted more than 25% of the aggregate
number of the Equity Shares to be Allotted in the Issue.
Provided further that Eligible QIBs belonging to the same group or those who are under common control shall

151

be deemed to be a single Allottee for the purpose of the foregoing.
i. The expression ‘belong to the same group’ shall have the same meaning as ‘companies under the same
group’ as provided in sub-section (11) of Section 372 of the Companies Act:
Section 372(11) of the Companies Act - “For the purposes of this section, a body corporate shall be
deemed to be in the same group as the investing company-
(a) if the body corporate is the managing agent of the investing company; or
(b) if the body corporate and the investing company should, in virtue of subsection (1B) of section
370, be deemed to be under the same management.”
Under Section 370(1B) of the Companies Act, two bodies corporate are deemed to be under the same
management if any of the following conditions are satisfied:
(a) The managing agent, secretaries and treasurers, managing director or manager of one body
corporate is the managing agent, secretary or treasurer, managing director or manager of the
other body corporate or a partner in a firm acting as the managing agents or secretaries and
treasurers of the other body corporate or a director of a private company acting as managing
agent or secretaries and treasurers of the other body corporate;
(b) A majority of the directors of the one body corporate constitute or at any time within the
immediately preceding six months have constituted a majority of the directors on the board of
the other body corporate;
(c) Not less than one-third of the total voting power with respect to any matter relating to each of
the two bodies corporate is exercised or controlled by the same individual or body corporate;
(d) The holding company of one body corporate is under the same management as the other body
corporate within the meaning of (a), (b) or (c) above; and
(e) One of more directors of one body corporate hold, either by themselves or together with their
relatives, the majority of the shares in the other body corporate.
ii. The expression ‘control’ shall have the same meaning as is assigned to it under Regulation 2(1)(e) of
the Takeover Regulations:
Regulation 2(1)(e) of the Takeover Regulations – “control” includes the right to appoint majority of
the directors or to control the management or policy decisions exercisable by a person or persons
acting individually or in concert, directly or indirectly, including by virtue of their shareholding or
management rights or shareholders agreements or voting agreements or in any other manner:
Provided that a director or officer of a target company shall not be considered to be in control over
such target company, merely by virtue of holding such position.”
Minimum Application Size
Each ASBA Application is required to be for such number of Equity Shares and at such price per Equity Share
that the minimum Application exceeds ` 200,000.
Information for the Applicants
(a) Only ASBA mode of payment can be used by Eligible QIBs to participate in the Issue.
(b) The Company, in consultation with the Managers, will decide the Price Band for the Issue, which shall
be announced at least one day prior to the Issue Opening Date.
(c) The Company will publish the Issue Opening Date and the Issue Closing Date in the Price Band
Announcement. The Issue Period shall be for a minimum of one Working Day and shall not exceed two
Working Days.
(d) The Company has filed the Red Herring Prospectus with the RoC at least three days before the Issue

152

Opening Date.
(e) Once a duly filled in ASBA Application is submitted by an Applicant, such ASBA Application
constitutes an irrevocable offer and cannot be withdrawn. In addition, the price per Equity Share and/or
the number of Equity Shares applied for in an ASBA Application cannot be revised downwards.
(f) The Company shall open the Public Issue Account with the Public Issue Account Bank in terms of
Section 73 of the Companies Act to receive monies on the Designated Date from the ASBA Accounts.
(g) Upon the receipt of the ASBA Applications, the Company, after the closure of the Issue, shall
determine the Issue Price and the number of Equity Shares to be issued at the Issue Price, in
consultation with the Managers and in accordance with the Allotment Criteria. Upon finalisation of the
Basis of Allocation in consultation with the Stock Exchanges, the Company will issue CANs to the
successful Applicants. The dispatch of the CANs shall be deemed a valid, binding and irrevocable
agreement on the part of the Applicant to subscribe to such number of Equity Shares as mentioned in
their respective CANs at the Issue Price indicated in such CAN. The CAN shall contain details such as
the number of Equity Shares Allocated to the Applicant and the Issue Price.
(h) The Company shall ensure that listing and commencement of trading of the Equity Shares Allotted in
the Issue at the Stock Exchanges is within 12 Working Days of the Issue Closing Date.
(i) The Company or the Managers shall not be responsible for any delay or non-receipt of the
communication of the final listing and trading permissions from the Stock Exchanges or any loss
arising from such delay or non-receipt. Final listing and trading approvals granted by the Stock
Exchanges are also placed on their respective websites. Applicants are advised to apprise themselves of
the status of the receipt of the listing and trading approvals from the Stock Exchanges or the Company.
(j) The Company will issue a statutory advertisement after the filing of the Prospectus with the RoC in
terms of Regulation 66 of the SEBI Regulations, in an English national newspaper and a Hindi national
newspaper, each with wide circulation.
(k) In case of a Mutual Fund, a separate ASBA Application can be made in respect of each scheme of the
Mutual Fund registered with SEBI and such ASBA Applications in respect of more than one scheme of
the Mutual Fund will not be treated as multiple ASBA Applications, provided that the ASBA
Applications clearly indicate the scheme concerned for which it has been made. No Mutual Fund
scheme can 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. Further, no single Mutual Fund
shall be Allocated and Allotted more than 25% of the aggregate number of the Equity Shares Allotted
in the Issue.
Pre-Issue Advertisement
Subject to Section 66 of the Companies Act, the Company has, after registering the Red Herring Prospectus with
the RoC, publish a pre-Issue advertisement, in the form prescribed by the SEBI Regulations, in an English
national newspaper and a Hindi national newspaper, each with wide circulation.
ASBA Application and Revision Form
The ASBA Application and the Revision Form shall be in the form prescribed by SEBI pursuant to the circular
dated September 27, 2011, to the extent applicable to the Issue.
By making an application for the Equity Shares offered in the Issue through an ASBA Application, an Applicant
will be deemed to have made the representations, warranties and agreements made under “Representations by
Investors”.
SCSBs would be entitled to a processing fee of ` 25 per valid ASBA Application collected by the Managers in
the Specified City and submitted to the SCSBs. No selling commission is payable in respect of ASBA
Applications procured in the Issue.
Method and Process of Bidding

153

(a) ASBA Applications will be available with the SCSBs, the Managers (only in the Specified City) and at
the Registered Office of the Company. Electronic ASBA Applications will be available for download
on the website of the Stock Exchanges and the Designated Branches of the SCSBs.
(b) Any eligible Applicant may obtain a copy of this Prospectus and the ASBA Applications from the
Registered Office of the Company.
(c) Applicants should approach the Designated Branches of the SCSBs or the Managers (only in the
Specified City) to submit their ASBA Applications.
(d) Applicants may submit their ASBA Applications, and / or the Revision Forms, during the Issue Period
to (i) the Managers in the Specified City; (ii) the Designated Branches of the SCSBs where the ASBA
Account is maintained; or (iii) in electronic form to the SCSBs with whom the ASBA Account is
maintained, in the event that such SCSB offers such a facility. For details, the Applicants should
contact the SCSBs where the ASBA Account is maintained. The SCSBs may provide the electronic
mode of bidding either through an internet enabled bidding and banking facility or through any
secured, electronically enabled mechanism for bidding and blocking funds in the ASBA Account.
(e) ASBA Applications submitted directly to the SCSBs should bear the stamp of the SCSBs and the
ASBA Application submitted to the Managers in the Specified City should bear the stamp of the
Managers.
(f) For ASBA Applications submitted to the Managers in the Specified City, the Managers shall upload
the details of the ASBA Application onto the electronic bidding system of the Stock Exchanges and
deposit a schedule (containing certain information including the ASBA Application number and the
Application Amount) along with the ASBA Application with the relevant branch of the SCSB, named
by such SCSB to accept such ASBA Applications from the Managers in such Specified City (A list of
such branches is available athttp://www.sebi.gov.in/cms/sebi_data/attachdocs/B55898148848.html).
The relevant branch of the SCSB shall block an amount equal to the Application Amount specified in
the ASBA Application in the ASBA Account.
(g) The Applicant should mention its PAN allotted under the IT Act in the ASBA Application. Any ASBA
Application without the PAN is liable to be rejected. Applicants should not submit the GIR number
instead of the PAN as the ASBA Application is liable to be rejected on this ground.
(h) Each Applicant will provide a representation in the ASBA Application and Revision Form that it is
either (i) outside the United States, or (ii) an institutional investor meeting the requirements of a
“qualified institutional buyer” as defined in Rule 144A, and (iii) it has agreed to certain other
representations set forth in this Prospectus.
(i) The Registrar to the Issue shall validate the details of the ASBA Application uploaded on the electronic
bidding system of the Stock Exchanges with the Depository records and the complete reconciliation of
the final certificates received from the SCSBs with the electronic details of the ASBA Applications.
Applicants should note that in case the DP ID, Client ID and PAN mentioned in the ASBA
Application and entered into the electronic bidding system of the Stock Exchanges by the
Managers / SCSBs do not match with the DP ID, Client ID and PAN available in the database of
Depositories, the ASBA Application is liable to be rejected.
(j) Each ASBA Application will give the Applicant the option to indicate up to three prices within the
Price Band and specify the demand (i.e., the number of Equity Shares applied for at each such price).
The number of Equity Shares applied for by an Applicant within the Price Band, as the case may be,
will be considered for Allocation and Allotment in accordance with the Basis of Allocation. The
highest value indicated by the Applicant in the ASBA Application to subscribe for the Equity Shares
applied for in the ASBA Application shall be blocked in the ASBA Account of such Applicant. After
determination of the Issue Price, the maximum number of Equity Shares applied for by an Applicant at
or above the Issue Price will be considered for Allocation and the rest of the options will become
automatically invalid.
(k) The Applicant cannot submit another ASBA Application after one ASBA Application has been
submitted to the SCSBs or the Managers. Submission of a second ASBA Application to either the same
or to another SCSBs or the Managers will be treated as multiple ASBA Applications and is liable to be

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rejected either before entering the required details of the ASBA Application into the electronic bidding
system, or at any point of time prior to the Allotment of the Equity Shares offered in the Issue.
However, the Applicant can revise upwards the price per Equity Share or the number of Equity Shares
applied for through the Revision Form, the procedure for which is detailed under the paragraph titled “-
Revision of ASBA Applications”.
(l) Upon the receipt of an ASBA Application from the Applicant, in physical mode, the Designated
Branches of the SCSBs shall verify if sufficient funds equal to the Application Amount are available in
the ASBA Account, as mentioned in the ASBA Application, prior to uploading details of the ASBA
Application on the electronic bidding system of the Stock Exchanges.
(m) If sufficient funds are not available in the ASBA Account, the Designated Branches of the SCSBs shall
reject such ASBA Application and shall not upload the details of the ASBA Application on the
electronic bidding system of the Stock Exchanges.
If sufficient funds are available in the ASBA Account, the SCSB shall block an amount equivalent to
the Application Amount mentioned in the ASBA Application and will enter the details of the ASBA
Application into the electronic bidding system and generate a TRS for each price and demand option. It
is the Applicant’s responsibility to obtain the TRS from the Managers or the Designated Branches of
the SCSBs. Such TRS will be non-negotiable and by itself will not create any obligation of any kind.
(o) SCSBs making ASBA Applications on their own account using the ASBA facility are required to have
a separate account in their own name with any other SEBI registered SCSB. Such account should be
used solely for the purpose of making applications in public issues and clear demarcated funds should
be available in such account for ASBA Applications.
(p) The Application Amount shall remain blocked in the ASBA Account until the finalisation of the Basis
of Allocation, the dispatch of the CAN and consequent transfer of the Application Amount for the
Allotted Equity Shares to the Public Issue Account from the ASBA Accounts, or alternatively, until the
withdrawal of the Issue or the rejection of the ASBA Application, as the case may be. Once the Basis
of Allocation is finalised and the CAN is dispatched, the Registrar to the Issue shall send an
appropriate request to the SCSBs to unblock the relevant ASBA Accounts and to transfer the amount
due on the Equity Shares to be Allotted to the successful Applicants to the Public Issue Account on the
Designated Date.
(q) In case the Company withdraws or cancels the Issue, the Registrar to the Issue shall give instructions to
the SCSBs to unblock the Application Amounts in the relevant ASBA Accounts of the Applicants
within one day of receipt of such instruction. The Company shall also inform the Stock Exchanges of
such cancellation or withdrawal.
Electronic Registration of ASBA Applications
(a) The members of the Syndicate and the SCSBs will register the ASBA Applications received, using the
electronic bidding system of the Stock Exchanges.
(b) The Stock Exchanges will offer an electronic facility for registering details under the ASBA
Applications for the Issue. This facility will be available with the Managers and their authorised agents
and the SCSBs during the Issue Period. The Managers and the Designated Branches of the SCSBs can
also set up facilities for off-line electronic registration of details under the ASBA Applications, subject
to the condition that they will subsequently upload the off-line data file into the electronic facilities
offered by the Stock Exchanges. The Managers and the SCSBs will register the ASBA Applications
received, using the electronic bidding system of the Stock Exchanges. On the Issue Closing Date, the of
the Managers and the Designated Branches of the SCSBs shall upload the details under the ASBA
Applications on the electronic bidding system of the Stock Exchanges till such time as may be
permitted by the Stock Exchanges.
(c) With respect to details under the ASBA Applications submitted to the Managers at the Specified City,
the Managers shall enter the following details in the electronic bidding system of the Stock Exchanges:
ASBA Application number;
PAN;

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DP ID and Client ID number of the beneficiary account of the Applicant;
Application Amount;
ASBA Account number (not compulsory);
Category of the Applicant;
Numbers of Equity Shares applied for;
Price per Equity Share;
Bank code for the SCSB where the ASBA Account is maintained; and
Name of the Specified City.
(d) With respect to details under the ASBA Applications submitted to the SCSBs, the SCSBs shall enter
the following details in the electronic bidding system of the Stock Exchanges:
ASBA Application number;
PAN;
DP ID and Client ID number of the beneficiary account of the Applicant;
Application Amount;
ASBA Account number;
Category of the Applicant;
Numbers of Equity Shares applied for; and
Price per Equity Share.
(e) A TRS will be generated when the ASBA Application is registered for each price and demand option.
The registration of the ASBA Application by the Managers or the Designated Branches of the SCSBs
does not guarantee that the Equity Shares shall be Allocated/Allotted either by the Managers or the
Company.
(f) The Managers and the SCSBs may undertake modification of selected fields in the details under the
ASBA Application already uploaded within one Working Day from the Issue Closing Date.
(g) Neither the Company nor the Registrar to the Issue shall be responsible for any acts, mistakes or errors
or omission and commissions in relation to (i) the ASBA Applications accepted by the Managers or the
SCSBs, (ii) the details under the ASBA Applications uploaded by the Managers or the SCSBs, or (iii)
the ASBA Applications accepted but not uploaded by the Managers or the SCSBs.
(h) The SCSBs shall be responsible for any acts, mistakes, errors or omissions and commissions in relation
to (i) the ASBA Applications accepted by them, (ii) the details under the ASBA Applications uploaded
by them, (iii) the ASBA Applications accepted but details not uploaded by them, and (iv) the ASBA
Applications accepted and details uploaded without blocking funds in the ASBA Accounts. It shall be
presumed that for ASBA Applications uploaded by the SCSBs, the full Application Amount has been
blocked in the relevant ASBA Account, and that clear demarcated funds are available in the blocked
ASBA Account, and can be transferred to the Public Issue Account on the Designated Date.
(i) The permission given by the Stock Exchanges to use its network and software of the electronic bidding
system should not in any way be deemed or construed to mean that the compliance with various
statutory and other requirements by the Company, the Managers or the SCSBs 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 or any scheme or project of the

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Company; nor does it in any manner warrant, certify or endorse the correctness or completeness of any
of the contents of this Prospectus; nor does it warrant that the Equity Shares offered in the Issue will be
listed or will continue to be listed on the Stock Exchanges.
(j) The aggregate demand in relation to ASBA Applications registered shall be displayed by Stock
Exchanges without disclosing the price.
(k) Only those ASBA Applications details of which are uploaded on the electronic bidding system of the
Stock Exchanges shall be considered for the Allocation and Allotment. The Managers and the SCSBs
will be given up to one Working Day after the Issue Closing Date to verify the DP ID and Client ID
uploaded on the electronic bidding system of the Stock Exchanges during the Issue Period, after which
the Registrar to the Issue will receive this data from the Stock Exchanges and will reconcile and
validate the details of the ASBA Application uploaded on the electronic bidding system of the Stock
Exchanges with the Depositories records. In case no corresponding record is available with the
Depositories, which matches the three parameters, namely, DP ID, Client ID and PAN, then such
ASBA Applications are liable to be rejected.
(l) The details of the ASBA Applications uploaded on the electronic bidding system of the Stock
Exchanges shall be considered as final and Allocation and Allotment will be based on such details.
Revision of ASBA Applications
(a) During the Issue Period, any Applicant who has submitted an ASBA Application may revise upwards
the number of Equity Shares applied for and/or the price per Equity Shares within the Price Band using
the printed Revision Form, which is a part of the ASBA Application. An ASBA Application cannot
be withdrawn and the price per Equity Share and/or the number of Equity Shares applied for
cannot be revised downwards.
(b) Upward revisions can be made in both the desired number of Equity Shares and the price per Equity
Share by using the Revision Form.
(c) The Applicant can make this upward revision any number of times during the Issue Period. However,
for any revision(s) in the ASBA Application, the Applicants will have to use the services of the
Managers or the SCSB through whom such Applicant had placed the original ASBA Application.
Applicants are advised to retain copies of the blank Revision Form and any revision in the ASBA
Application must be made only in such Revision Form or copies thereof.
(d) Apart from mentioning the revised options in the Revision Form, the Applicant must also mention the
details of all the options in his or her ASBA Application or earlier Revision Form. For example, if an
Applicant has applied for three options in the ASBA Application and such Applicant is changing only
one of the options in the Revision Form, the Applicant must still fill the details of the other two options
that are not being revised, in the Revision Form. The Managers and the Designated Branches of the
SCSBs will not accept incomplete or inaccurate Revision Forms.
(e) In case of revision of the number of Equity Shares and/or the price per Equity Share, the relevant SCSB
shall block the additional Application Amount in the ASBA Account of such Applicant. The Registrar
to the Issue will reconcile the ASBA Application data and consider the revised ASBA Application data
for preparing the Basis of Allocation.
(f) When an Applicant revises its ASBA Application, it should surrender the earlier TRS and request for a
revised TRS from the Managers or the SCSB as proof of it having revised the previous ASBA
Application.
Allocation
(a) Allocation to FIIs and FVCIs, applying on repatriation basis will be subject to applicable law, rules,
regulations, guidelines and approvals.
(b) A minimum of 25% of the aggregate number of Equity Shares to be Allotted in the Issue shall be
Allocated and Allotted to Mutual Funds and Insurance Companies, subject to valid ASBA Applications
being received at or above the Issue Price, provided that if this portion or any part thereof to be Allotted
to Mutual Funds and Insurance Companies remains unsubscribed, such minimum portion or part

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thereof may be Allotted to other Eligible QIBs.
(c) The Equity Shares will be Allotted to at least 10 Allottees under the Issue. As provided in the SEBI
Regulations, no single Allottee shall be Allotted more than 25% of the aggregate number of the Equity
Shares Allotted in the Issue. See “- Number of Allottees”.
Price Discovery
(a) Based on the demand for the Equity Shares offered in the Issue generated at various price levels, the
Company, in consultation with the Managers, shall finalise the Issue Price.
(b) The Issue Price shall be the price within the Price Band. The Equity Shares offered in the Issue shall be
Allocated and Allotted at the Issue Price.
RoC Filing
The Company has delivered a copy of this Prospectus for registration to the RoC in accordance with the
applicable law.
Allotment Criteria
The Equity Shares offered in the Issue will be Allocated and Allotted to successful Applicants as per the
proportionate method.
Basis of Allocation
ASBA Applications received at or above the Issue Price shall be grouped together to determine the total
demand for the Equity Shares offered in the Issue. The Allocation and Allotment to all successful
Applicants will be made at the Issue Price finalised by the Company, in consultation with the
Managers.
The Allocation shall be undertaken in the following manner:
(a) In the first instance, Allocation shall be made to Mutual Funds and Insurance Companies for
up to 25% of the aggregate number of Equity Shares to be Allotted in the Issue as follows:
o In the event that the aggregate demand from Mutual Funds and Insurance Companies
exceeds 25% of the aggregate number of Equity Shares to be Allotted in the Issue,
then subject to valid ASBA Applications received at or above the Issue Price,
Allocation to Mutual Funds and Insurance Companies shall be made on a
proportionate basis at the Issue Price for up to 25% of the aggregate number of
Equity Shares to be Allotted in the Issue. For the method of proportionate Basis of
Allocation, see “– Proportionate Method” below.
o In the event that the aggregate demand from Mutual Funds and Insurance Companies
is equal to or less than 25% of the aggregate number of Equity Shares to be Allotted
in the Issue, then all Mutual Funds and Insurance Companies shall get full Allocation
at the Issue Price to the extent of valid ASBA Applications received at or above the
Issue Price.
o In the event that the aggregate demand from Mutual Funds and Insurance Companies
exceeds 25% of the aggregate number of Equity Shares to be Allotted in the Issue,
then the additional demand from Mutual Funds and Insurance Companies after
Allocation of 25% of the aggregate number of Equity Shares to be Allotted in the
Issue, shall be aggregated with the demand from other Eligible QIBs applying in the
Issue.
o In the event subscription from Mutual Funds and Insurance Companies is below 25%
of the aggregate number of Equity Shares to be Allotted in the Issue and if any
Equity Shares offered in the Issue that are available for the Allocation in the Mutual
Funds and Insurance Company category remain unsubscribed, such Equity Shares
shall be available for Allocation to other Eligible QIBs as set out in paragraph (b)

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below.
(b) In the second instance, Allocation to the remaining Applicants shall be determined as follows:
o All Applicants who have submitted valid ASBA Applications at or above the Issue
Price shall be Allocated Equity Shares offered in the Issue at the Issue Price on a
proportionate basis, until the Equity Shares offered in the Issue representing up to
75% of the Issue Size or such number of Equity Shares offered in the Issue as may
remain after Allocation to Mutual Funds and Insurance Companies are exhausted.
For the method of proportionate Basis of Allocation, see “– Proportionate Method”
below.
o Mutual Funds and Insurance Companies, who have received Allocation as per
paragraph (a) above, for less than the number of Equity Shares applied for by them,
are eligible to receive Equity Shares on a proportionate basis along with the other
Eligible QIBs. For the purpose of Allocation to Mutual Funds and Insurance
Companies in this category, quantity of Equity Shares applied for in the Issue less the
Equity Shares Allocated as per (a) above shall be considered for Allocation.
o In the event subscription from Mutual Funds and Insurance Companies pursuant to
paragraph (a) above is below 25% of the aggregate number of Equity Shares to be
Allotted in the Issue, such portion which remains unsubscribed would be included for
Allocation along with the other Eligible QIBs on a proportionate basis.
Proportionate Method
The Allocation and Allotment shall be made on a proportionate basis as explained below:
(a) The number of Equity Shares applied for in the Issue at or above the Issue Price shall first be
aggregated.
(b) The number of Equity Shares to be Allocated to the successful Applicants will be calculated on a
proportionate basis, which is total number of Equity Shares applied for by each Applicant (subject to
the maximum limit of 25% of the aggregate number of Equity Shares to be Allotted) multiplied by the
inverse of the over-subscription ratio, where over-subscription ratio means the ratio of the total number
of Equity Shares applied for in the Issue and the remaining number of Equity Shares offered in the
Issue that are available for Allocation.
(c) If the determination of proportionate Allocation to an Applicant 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. Allocation
and Allotment to all Applicants would be arrived at after such rounding off.
THE DECISION OF THE COMPANY AND THE MANAGERS IN RESPECT OF ALLOCATION AND
ALLOTMENT SHALL BE BINDING ON ALL APPLICANTS.
Issuance of the CAN
(a) Upon approval of the Basis of Allocation by the Stock Exchanges and the dispatch of the CAN, the
Registrar to the Issue shall send to the Managers a list of the Applicants who have been Allocated
Equity Shares in the Issue.
(b) The Company will then issue CANs to the Applicants who have been Allocated Equity Shares in the
Issue.
(c) The dispatch of CANs shall be deemed a valid, binding and irrevocable agreement on part of the
Applicant to subscribe to the Equity Shares Allocated to such Applicant at the Issue Price.
(d) On the basis of the approved Basis of Allocation, the Company shall pass necessary corporate action
for Allotment of Equity Shares in the Issue.
Advertisement under Regulation 66 of the SEBI Regulations

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The Company will issue a statutory advertisement after the filing of the Prospectus with the RoC in terms of
Regulation 66 of the SEBI Regulations, in an English national newspaper and a Hindi national newspaper, each
with wide circulation. Any material updates between the date of the Red Herring Prospectus and the date of the
Prospectus will be included in such statutory advertisement.
Designated Date and Allotment of Equity Shares offered in the Issue
(a) The Company will ensure that (i) the Allotment of Equity Shares offered in the Issue; and (ii) credit to
the successful Applicant’s depository account will be completed within 12 Working Days of the Issue
Closing Date. After the funds blocked by the SCSBs are transferred from the ASBA Accounts to the
Public Issue Account on the Designated Date, the Company will ensure that the credit of the Equity
Shares to the successful Applicant‘s depository account is completed within two Working Days from
the date of Allotment.
(b) In accordance with the SEBI Regulations, Equity Shares offered in the Issue 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 in the Issue as per the
provisions of the Companies Act and the Depositories Act.
(d) The Equity Shares will be Allotted to at least 10 Allottees under the Issue. As provided in the SEBI
Regulations, no single Allottee shall be Allotted more than 25% of the aggregate number of the Equity
Shares Allotted in the Issue. See “- Number of Allottees”.
Applicants are advised to instruct their Depository Participant to accept the Equity Shares that may be
Allotted to them pursuant to the Issue.
GENERAL INSTRUCTIONS
(a) Check if you are eligible to apply;
(b) Ensure that the price per Equity Share you have included in the ASBA Applications is a price per
Equity Share within the Price Band;
(c) Do not apply for or revise the prices indicated in the ASBA Application to a price higher than the Cap
Price, if applicable;
(d) Ensure that the details about the Depository Participant and the beneficiary account are correct as
Allotment of Equity Shares in the Issue will be in the dematerialised form only;
(e) Ensure that the ASBA Applications are submitted either to the Managers (only in Specified City) or at
a Designated Branch of the SCSB where the Applicant or the person whose ASBA Account will be
utilised by the Applicant for bidding has an ASBA Account;
(f) If you are an SCSB and are making an ASBA Application on your own account, ensure that the ASBA
Application is made through an ASBA Account in your own name held with any other SCSB and that
such ASBA Account is used solely for the purposes of applying in public issues and clear demarcated
funds are available for blocking in such ASBA Account;
(g) Ensure that the ASBA Application is signed by the account holder(s) or an authorised signatory on
behalf of the account holder, in case the Applicant is not the account holder. Ensure that you have
mentioned the correct ASBA Account number in the ASBA Application;
(h) Ensure that the ASBA Application is completed in full, in BLOCK LETTERS in ENGLISH and in
accordance with the instructions contained herein, in the ASBA Application or in the Revision Form.
Applicants should note that the Managers and / or the SCSBs, as appropriate, will not be liable for
errors in data entry due to incomplete or illegible ASBA Applications or Revision Forms;
(i) Ensure that you request for and receive a TRS for each of the options applied for in the ASBA
Application;
(j) Ensure that you have funds equal at least to the Application Amount in your ASBA Account

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maintained with the SCSB before submitting the ASBA Application to the respective Designated
Branch of the SCSB or the Managers in Specified City;
(k) Submit revised ASBA Applications to the same member of the Managers/SCSB through whom the
original ASBA Application was placed and obtain a revised TRS;
(l) Ensure that the Demographic Details (as defined hereinafter) are updated, true and correct in all
respects;
(m) Ensure that the name given in the ASBA Application is exactly the same as the name in which the
beneficiary account is held with the Depository Participant;
Ensure that the DP ID, the Client ID and the PAN mentioned in the ASBA Application and entered into
the electronic bidding system of the Stock Exchanges by the Managers match with the DP ID, Client
ID and PAN available in the Depository database;
(o) Ensure that you use the ASBA Application bearing the stamp of the relevant SCSB and/or the
Designated Branch of the SCSB and/or the Managers (except in case of electronic ASBA
Applications);
(p) Applicants bidding through the Managers should ensure that the ASBA Application is submitted to the
Managers only in the Specified City and that the SCSB where the ASBA Account, as specified in the
ASBA Application, is maintained has named at least one branch in the Specified City for the Managers
to deposit the ASBA Applications;
(q) Ensure that in case of ASBA Applications made under power of attorney, relevant documents are
submitted;
(r) Ensure that ASBA Applications submitted by Eligible QIBs resident outside India should be in
compliance with applicable foreign and Indian laws;
(s) Ensure that you have correctly signed the authorisation/undertaking box in the ASBA Application, or
have otherwise provided an authorisation to the SCSB via the electronic mode, for blocking funds in
the ASBA Account equivalent to the Application Amount mentioned in the ASBA Application;
(t) ASBA Applications made on a repatriation basis shall be in the name of FIIs under the Portfolio
Investment Scheme;
(u) Do not fill up the ASBA Application such that the number of Equity Shares applied for exceeds the
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; and
(v) Information provided by the Applicants will be uploaded on the electronic bidding system of the Stock
Exchanges by the Managers and the SCSBs, as the case may be, and the electronic data will be used to
make Allocation and Allotment. Please ensure that the details are correct and legible.
Applicant’s PAN, Depository Account and ASBA Account Details
Applicants should note that on the basis of PAN, DP ID and Client ID of the Applicants entered into the
electronic bidding system of the Stock Exchanges by the Managers or SCSBs, the Registrar to the Issue
will obtain from the Depository the demographic details including address, Applicants’ ASBA Account
details, and PAN registered with the Depository (the “Demographic Details”). These Demographic Details
would be used for processing, including identifying ASBA Applications to be rejected on technical
grounds and unblocking of ASBA Account. Hence, Applicants are advised to immediately update their
Demographic Details as appearing on the records of the Depository Participant. Please note that failure to
do so could result in delays in unblocking of the ASBA Account at the Applicant’s sole risk and none of
the Managers, the Registrar to the Issue, the SCSBs or the Company shall have any responsibility and
undertake any liability for the same. Hence, Applicants should carefully fill in their Depository Account
details in the ASBA Application.
The Demographic Details would be used for all correspondence with the Applicants including mailing of the
CANs. The Demographic Details given by Applicants in the ASBA Application would not be used for any other

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purpose by the Registrar to the Issue.
By signing the ASBA Application, the Applicant would be deemed to have authorised the Depositories to
provide, upon request, to the Registrar to the Issue, the required Demographic Details as available on its records.
The CAN will be mailed at the address of the Applicant as per the Demographic Details received from the
Depositories or the email address provided by the Applicant in the ASBA Application. Applicants may
note that delivery of the CAN may get delayed if the same once sent to the address obtained from the
Depositories are returned undelivered. Please note that any such delay shall be at such Applicant’s sole
risk and none of the Company, Managers or the Registrar to the Issue shall be liable to compensate the
Applicant for any losses caused to the Applicant 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 parameters,
namely, PAN of the Applicant, the DP ID and Client ID, then such ASBA Application is liable to be
rejected.
ASBA Applications made under Power of Attorney
In case of ASBA Applications made pursuant to a power of attorney or by FIIs, Mutual Funds, VCFs, AIFs,
Insurance Companies and provident funds with a minimum corpus of ` 250 million and pension funds with a
minimum corpus of ` 250 million (in each case, subject to applicable law and in accordance with their
respective constitutional documents), 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 ASBA Application.
In addition to the above, certain additional documents are required to be submitted by the following entities:
(a) With respect to ASBA Applications by FIIs, Mutual Funds, VCFs and AIFs a certified copy of their
SEBI registration certificate must be lodged along with the ASBA Application.
(b) With respect to ASBA Applications by Insurance Companies, 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 ASBA Application.
(c) With respect to ASBA Applications made by provident funds with a minimum corpus of ` 250 million
and pension funds (subject to applicable law and in accordance with their constitutional documents)
with a minimum corpus of ` 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 ASBA
Application.
PAYMENT INSTRUCTIONS
Payment mechanism for Applicants
The Applicants shall specify the ASBA Account number in the ASBA Application. The SCSB shall block an
amount equivalent to the Application Amount in the ASBA Account specified in the ASBA Application and
each Applicant or the ASBA Account holder shall be deemed to have agreed to block such amount. In case of
upward revision of the number of Equity Shares applied for or the price per Equity Share, the SCSB shall block
additional Application Amount in the ASBA Account of such Applicant and the Applicants or the account
holder shall be deemed to have agreed to block such amount.
The Application Amount shall remain blocked in the ASBA Account until finalisation of the Basis of Allocation
in the Issue, dispatch of the CAN and consequent transfer of the Application Amount to the Public Issue
Account, until rejection of the ASBA Applications or until withdrawal of the Issue, as the case may be. In the
event of rejection of the ASBA Application or for unsuccessful or partially successful ASBA Applications, the
Registrar to the Issue shall give instructions to the SCSB to unblock the application money in the relevant
ASBA Account and the same shall be acted upon by the SCSB concerned within one Working Day of receipt of
such instruction.
OTHER INSTRUCTIONS

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Multiple Applications
An Applicant should submit only one (and not more than one) ASBA Application.
In case of a Mutual Fund, a separate ASBA Application may be made in respect of each scheme of the Mutual
Fund and such ASBA Applications in respect of over one scheme of the Mutual Fund will not be treated as
multiple ASBA Applications provided that the ASBA Applications clearly indicate the scheme concerned for
which the ASBA Application has been made.
After submitting an ASBA Application, an Applicant cannot submit another ASBA Application, to either the
same or another Designated Branch of the SCSB or the Managers. Submission of a second ASBA Applications
in such manner will be deemed a multiple ASBA Application and is liable to be rejected. However, the
Applicants may revise their ASBA Application through the Revision Form, the procedure for which is described
in “Revision of ASBA Applications”.
Copies of ASBA Applications with the same PAN details shall be treated as multiple ASBA Applications and
are liable to be rejected.
The Company, in consultation with the Managers, reserves the right to reject, in its absolute discretion, all or all
except one of such multiple ASBA Application(s) in any or all categories.
1. All ASBA Applications will be checked for common PAN as per the records of Depository. For
Applicants other than Mutual Funds and FII sub-accounts, ASBA Applications bearing the same PAN
will be treated as multiple ASBA Applications and will be rejected.
2. For ASBA Applications from Mutual Funds and FII sub-accounts which were submitted under the
same PAN, the ASBA Applications will be scrutinised for DP ID and Client ID. In case applications
bear the same DP ID and Client ID, these will be treated as multiple applications.
The Registrar to the Issue will obtain, from the depositories, details of the Applicant’s address based on the DP
ID and Client ID provided in the ASBA Applications.
REJECTION OF ASBA APPLICATIONS
The Company has a right to reject the ASBA Applications based on technical grounds. The Designated
Branches of the SCSBs shall have the right to reject ASBA Applications if at the time of blocking the
Application Amount in the Applicant’s ASBA Account, the respective Designated Branch of the SCSB
ascertains that sufficient funds are not available in the Applicant’s ASBA Account maintained with the SCSB.
Grounds for Technical Rejections
Applicants are advised to note that ASBA Applications are liable to be rejected inter alia on the following
technical grounds and for any other reasons after assigning reason for such rejection in writing:
(a) ASBA Applications other than by Eligible QIBs.
(b) Incomplete ASBA Application. For instance, ASBA Application not having details of the ASBA
Account to be blocked or not containing the authorisations for blocking the Application Amount in the
ASBA Account specified in the ASBA Application;
(c) The amount mentioned in ASBA Application does not tally with the amount payable for the value of
the Equity Shares applied for;
(d) PAN not mentioned in the ASBA Application;
(e) ASBA Applications not having details of the Applicant’s Depository account;
(f) ASBA Applications made at a price per Equity Share not within the Price Band;
(g) ASBA Application by Applicants whose demat account have been “suspended for credit” pursuant to
the circular issued by SEBI on July 29, 2010 bearing number CIR/MRD/DP/22/2010;
(h) Multiple ASBA Applications as explained in this Prospectus. See “- Other Instructions – Multiple

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ASBA Applications”;
(i) ASBA Applications are not delivered by the Applicants within the time prescribed as per the ASBA
Applications, Price Band Announcement and this Prospectus and as per the instructions in this
Prospectus and the ASBA Applications;
(j) In case no matching or corresponding record is available with the Depositories that matches the DP ID
and the Client ID;
(k) Inadequate funds in the ASBA Account to block the Application Amount specified in the ASBA
Application at the time of blocking such Application Amount in the ASBA Account;
(l) ASBA Application submitted by Applicants to the Managers at locations other than the Specified City;
(m) ASBA Applications, details of which are not uploaded on the electronic bidding system of the Stock
Exchanges;
ASBA Applications by persons in the United States other than U.S. QIBs;
(o) ASBA Applications by persons prohibited from buying, selling or dealing in the shares directly or
indirectly by SEBI or any other regulatory authority;
(p) ASBA Applications by SCSBs in their own name, which are not made through separate ASBA
Accounts maintained in the name of such SCSB Applicants with a different SCSB.
EQUITY SHARES IN DEMATERIALISED FORM WITH NSDL OR CDSL
The Allotment of Equity Shares in the 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).
Applicants can seek Allotment only in dematerialised mode. ASBA Applications from any Applicant without
relevant details of its depository account are liable to be rejected.
(a) An Applicant applying for Equity Shares in the Issue must have at least one beneficiary account with a
Depository Participant of either NSDL or CDSL prior to making the ASBA Application.
(b) Allotment to a successful Applicant will be credited in electronic form directly to the beneficiary
account (with the Depository Participant) of the Applicant as provided in the ASBA Application.
(c) Names in the ASBA Application or Revision Form should be identical to those appearing in the
account details in the Depository.
(d) The Applicant is responsible for the correctness of its Demographic Details given in the ASBA
Application vis-à-vis those with its Depository Participant.
(e) The trading of the Equity Shares issued pursuant to the Issue of the Company would be in
dematerialised form only for all Applicants in the demat segment of the Stock Exchanges.
(f) Non transferable CAN will be directly sent to the Applicants.
The Company or the Managers will not be responsible or liable for the delay in the credit of the Equity Shares
Allotted in the Issue due to errors in the ASBA Application or otherwise on part of the Applicants.
Communications
All future communications in connection with ASBA Applications made in the Issue should be addressed to the
Registrar to the Issue quoting the full name of the Applicant, ASBA Application number, the Applicants’
Depository Account details, number of Equity Shares applied for, date of the ASBA Application, name and
address of the Managers or the Designated Branch of the SCSBs where the ASBA Application was submitted
and ASBA Account number in which the amount equivalent to the Application Amount was blocked.
Applicants can contact the Registrar to the Issue in case of any pre-Issue or post- Issue related problems such as
non-receipt of the CAN, credit of Allotted Equity Shares in the respective beneficiary accounts etc. In case of

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ASBA Applications submitted with the Designated Branches of the SCSBs, Applicants can contact the
Designated Branches of the SCSBs.
UNBLOCKING THE FUNDS
The Registrar to the Issue shall instruct the relevant SCSBs to unblock the funds in the relevant ASBA Accounts
to the extent of the Application Amount specified in the ASBA Applications for rejected or unsuccessful or
partially successful ASBA Applications within 12 Working Days of the Issue Closing Date and the same shall
be acted upon by the SCSBs within one Working Day of receipt of such instruction.
DISPOSAL OF ASBA APPLICATIONS AND APPLICATION MONEYS AND INTEREST IN CASE
OF DELAY
The Company shall take all steps to ensure that listing and commencement of trading of the Equity Shares
Allotted in the Issue at the Stock Exchanges is within 12 Working Days of the Issue Closing Date.
In accordance with the Companies Act, the requirements of the Stock Exchanges, the SEBI Regulations and
other applicable laws, the Company further undertakes that:
(a) Allotment of Equity Shares in the Issue shall be made only in dematerialised form within 12 Working
Days of the Issue Closing Date;
(b) Instructions for unblocking of the Applicant’s ASBA Account shall be made within 12 Working Days
from the Issue Closing Date; and
(c) The Company shall pay interest at 15% per annum for any delay, if Allotment is not made, funds in the
relevant ASBA Accounts to the extent of the Application Amount specified in the ASBA Applications
for rejected or unsuccessful or partially successful ASBA Applications are not unblocked and/or demat
credits are not made to investors within the 12 Working Days from the Issue Closing Date.
IMPERSONATION
Attention of the Applicants is specifically drawn to the provisions of sub-section (1) of Section 68A 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.”
Issue Programme
ISSUE OPENS ON May 14, 2013
ISSUE CLOSES ON May 14, 2013

Details of the Issue programme had been disclosed in the Price Band Announcement.
ASBA Applications and any revision in the ASBA Applications shall be accepted and uploaded only between
10 a.m. (Indian Standard Time, “IST”) and 5 p.m. IST during the Issue Period as mentioned above by the
Managers at the Syndicate ASBA Bidding Centres and the Designated Branches of SCSBs as mentioned on the
ASBA Application.

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Withdrawal of the Issue
The Company reserves the right to withdraw the Issue at any stage prior to Allotment. In such an event, the
Company would issue a public notice in the newspapers in which the pre-Issue advertisements were published.
The Registrar to the Issue, shall issue instructions to the SCSBs to unblock the ASBA Accounts of the
Applicants within one day of receipt of such instructions. The Company shall also inform the Stock Exchanges
of such withdrawal.

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PLACEMENT

Issue and Placement Agreement

The Managers have entered into an Issue and Placement Agreement with the Company, pursuant to which the
Managers have agreed to manage the Issue and use their commercially reasonable efforts to procure Eligible
QIBs to subscribe the Equity Shares to be issued pursuant to the Issue.

The Issue and Placement Agreement contains customary representations and warranties, as well as indemnities
from the Company and is subject to termination in accordance with the terms contained therein.

Our Company has received in-principle approvals from the Stock Exchanges under Clause 24(a) of the Equity
Listing Agreement to list the Equity Shares being offered in the Issue on the Stock Exchanges. After Allotment
of the Equity Shares, applications shall be made to list the Equity Shares and admit them to trading on the Stock
Exchanges. The Issue is subject to obtaining (i) the final approval of the RoC after the Prospectus is filed with
the RoC; and (ii) final listing and trading approvals of the Stock Exchanges, which the Company shall apply for
after the Allotment.

Lock-up

Our Company has agreed in the Issue and Placement Agreement that it will not, without the prior written
consent of the Managers, from the date of the Issue and Placement Agreement and for a period of up to 90 days
from the date of Allotment, directly or indirectly (a) issue, lend, sell, pledge, contract to sell or issue, sell any
option or contract to purchase, purchase any option or contract to sell or issue, grant any option, right or warrant
to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any Equity Shares, or any securities
convertible into or exercisable or exchangeable for the Equity Shares or publicly announce an intention with
respect to any of the foregoing, (b) enter into any swap or other agreement that transfers, directly or indirectly,
in whole or in part, any of the economic consequences of ownership of the Equity Shares or any securities
convertible into or exercisable or exchangeable for the Equity Shares, (c) deposit Equity Shares or any securities
convertible into or exercisable or exchangeable for Equity Shares or which carry the right to subscribe for or
purchase Equity Shares in depository receipt facilities or enter into any such transaction (including a transaction
involving derivatives) having an economic effect similar to that of a sale or deposit of Equity Shares in any
depository receipt facility, or (d) announce any intention to enter into any transaction whether any such
transaction described in (a) or (b) above is to be settled by delivery of the Equity Shares, or such other
securities, in cash or otherwise, other than (i) in relation to the Issue in accordance with the terms of the Issue
and Placement Agreement or (ii) issue of the Equity Shares to employees of our Company and the Subsidiaries
under the ESOP 2006 as described in this Prospectus.

Certain members of the Promoter Group have agreed in the Issue and Placement Agreement that they will not,
without the prior written consent of the Managers, during the period commencing on the date of the Issue and
Placement Agreement and ending 90 days after the date of Allotment pursuant to the Issue (the “Lock-up
Period”), directly or indirectly: (a) offer, lend, sell, pledge, contract to sell or issue, sell any option or contract to
purchase, purchase any option or contract to sell or issue, grant any option, right or warrant to purchase, or
otherwise transfer or dispose of, directly or indirectly, any Equity Shares, or any securities convertible into or
exercisable or exchangeable for the Equity Shares which may be deemed to be beneficially owned by the
undersigned, or file any registration statement under the U.S. Securities Act of 1933, or publicly announce an
intention with respect to any of the foregoing; (b) enter into any swap or other agreement that transfers, directly
or indirectly, in whole or in part, any of the economic consequences of ownership of the Equity Shares or any
securities convertible into or exercisable or exchangeable for the Equity Shares which may be deemed to be
beneficially owned by the undersigned; (c) deposit Equity Shares or any securities convertible into or
exercisable or exchangeable for Equity Shares or which carry the right to subscribe for or purchase Equity
Shares in depository receipt facilities or enter into any such transaction (including a transaction involving
derivatives) having an economic effect similar to that of a sale or deposit of Equity Shares in any depository
receipt facility; or (d) announce any intention to enter into any transaction whether any such transaction
described in (a) or (b) above is to be settled by delivery of the Equity Shares, or such other securities, in cash or
otherwise; provided that the foregoing restrictions do not apply to any sale, purchase, transfer or disposition of
the Equity Shares (including without limitation, securities convertible into or exercisable or exchangeable for
Equity Shares which may be deemed to be beneficially owned by the undersigned) pursuant to (A) transactions
solely among the promoters/promoter group or their affiliates, provided that prior to any such sale, transfer or
disposition, the transferee shall agree to be bound by the foregoing restrictions set forth in the Issue and

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Placement Agreement as if it were the transferor by executing and delivering a lock-up agreement to the
Managers to the satisfaction of the Managers; (B) with prior written intimation to and consent of the Managers,
such consent not to be unreasonably withheld or delayed; and (C) to the extent such sale, transfer or disposition
is required by applicable law.

Inter-se Allocation of Responsibilities of the Managers

Activities Responsibility Coordinator
1 Capital structuring with the relative components and
formalities
All Banks Standard Chartered Securities
2 Due diligence of the Company including its
operations, management, business plans, legal etc.
Drafting and design of offer documents and other
issue related material such as application forms etc.
The Book Running Lead Manager shall ensure
compliance with stipulated requirements and
completion of prescribed formalities with the Stock
Exchanges, the RoC and SEBI including finalisation
of offer documents and RoC filing.
All Banks Standard Chartered Securities
3 Drafting and approval of all statutory advertisements All Banks Standard Chartered Securities
4 Review of other publicity material such as corporate
advertisements, press releases, etc.
All Banks Standard Chartered Securities
5 Appointment of Intermediaries: Public Issue Account
Bank, Registrar to the Issue and other intermediaries
including printers, advertising agency, etc.
All Banks Standard Chartered Securities
6 International and domestic institutional marketing
strategy, which will cover, inter alia:
All Banks DSP Merrill Lynch
· Finalising the list and division of investors for one to
one meetings

· Finalising the road show schedule and investor
meeting schedules

· Preparing road show presentation and frequently
asked questions

7 Domestic institutional marketing strategy, which will
cover, inter alia:
All Banks Standard Chartered Securities,
DSP Merrill Lynch
· Finalising the list and division of investors for one to
one meetings

· Finalising the domestic road show schedule and
investor meeting schedules

8 Pricing, managing the book and allocation All Banks DSP Merrill Lynch
9 Co-ordination with the Stock Exchanges for book
building software and bidding terminals.
All Banks Standard Chartered Securities
10 Post-bidding activities including management of
escrow accounts, follow-up with SCSBs, Registrar to
the Issue, co-ordination for allocation, demat delivery
of shares, intimation of allocation and dispatch of
CANs to successful Applicants etc. The merchant
banker shall be responsible for ensuring that these
agencies fulfill their functions and enable it to
discharge this responsibility through suitable
agreements with the Company. The post Issue
activities will involve essential co-ordination and
follow up steps with the Stock Exchanges, which
include the finalisation of listing and trading of Equity
Shares successfully Allotted.
All Banks DSP Merrill Lynch

168

THE SECURITIES MARKET OF INDIA

The information in this section has been extracted from publicly available documents from various sources,
including officially prepared materials from SEBI, the BSE and the NSE, and has not been prepared or
independently verified by the Company, the Managers or any of their respective affiliates or advisors.
India has a long history of organised securities trading. In 1875, the first Indian stock exchange was established
in Mumbai.
Stock Exchange Regulations
Indian stock exchanges are regulated primarily by SEBI, as well as by the Government acting through the
Ministry of Finance, Capital Markets Division, under the SCRA and the SCRR. On June 20, 2012, SEBI, in
exercise of its powers under the SCRA and the SEBI Act, notified the Securities Contracts (Regulation) (Stock
Exchanges and Clearing Corporations) Regulations, 2012, which regulate inter alia the recognition, ownership
and internal governance of stock exchanges and clearing corporations in India together with providing for
minimum capitalisation requirements for stock exchanges. Further, various rules, bye-laws and regulations of
Indian stock exchanges also regulate the recognition of the stock exchanges and provide for the qualifications
for membership thereof and the manner in which contracts are entered into, settled and enforced between
members.
The SEBI Act empowers SEBI to promote, develop and regulate the Indian securities markets, including stock
exchanges and other intermediaries, promote and monitor self-regulatory organisations and prohibit fraudulent
and unfair trade practices. Regulations concerning minimum disclosure requirements by public companies,
investor protection, insider trading, substantial acquisitions of shares and takeovers of companies, buybacks of
securities, employee stock option schemes, stockbrokers, merchant bankers, underwriters, mutual funds, foreign
institutional investors, credit rating agencies and other capital market participants have been notified by the
relevant regulatory authorities.
Most of the stock exchanges have their own governing board for self regulation. The BSE and the NSE together
hold a dominant position among the stock exchanges in terms of the number of listed companies, market
capitalisation and trading activity.
Listing of Securities
The listing of securities on a recognised Indian stock exchange is regulated by applicable Indian laws including
the Companies Act, the SCRA, the SCRR, the SEBI Act and various guidelines and regulations issued by SEBI
and the equity listing agreements of the respective stock exchanges. The governing body of each recognised
stock exchange is empowered to suspend or withdraw admission to dealings in a listed security for breach of or
non compliance with any conditions under such equity listing agreement or for any other reason, subject to the
issuer receiving prior written notice of the intent of the exchange and upon granting of a hearing in the matter.
SEBI also has the power to amend such equity listing agreements and the bye-laws of the stock exchanges in
India, to overrule a stock exchange’s governing body and withdraw recognition of a recognised stock exchange.
SEBI has notified the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009
(the “Delisting Regulations”) in relation to the voluntary and compulsory delisting of equity shares from the
stock exchanges. In addition, certain amendments to the SCRR have also been notified in relation to delisting.
Pursuant to an amendment of the SCRR in June 2010, all listed companies (except public sector undertakings)
are required to maintain a minimum public shareholding of 25% and have been given a period of three years to
comply with such requirement.
Pursuant to a notification dated January 30, 2012 and circulars dated February 1, 2012 and August 29, 2012,
SEBI has introduced new mechanisms for listed Indian companies and their controlling shareholders to meet
minimum public shareholding requirements, i.e., (i) the institutional placement programme; (ii) an offer for sale
(secondary offering) by the promoters and promoter group through the relevant stock exchange; (iii) rights issue
to public shareholders, with promoters and members of the promoter group foregoing their rights entitlement,
and (iv) bonus issues to public shareholders, with promoters and members of the promoter group foregoing their
bonus entitlement.

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Index-Based Market-Wide Circuit Breaker System
In order to restrict abnormal price volatility in any particular stock, SEBI has instructed stock exchanges to
apply daily circuit breakers which do not allow transactions beyond a certain level of price volatility. The index-
based market-wide circuit breaker system (equity and equity derivatives) applies at three stages of the index
movement, at 10%, 15% and 20%. These circuit breakers, when triggered, bring about a co-ordinated trading
halt in all equity and equity derivative markets nationwide. The market-wide circuit breakers are triggered by
movement of either the SENSEX of the BSE or the S&P CNX NIFTY of the NSE, whichever is breached
earlier.
In addition to the market-wide index-based circuit breakers, there are currently in place individual scrip-wise
price bands of 20% movements either up or down. However, no price bands are applicable on scrips on which
derivative products are available or scrips included in indices on which derivative products are available.
The stock exchanges in India can also exercise the power to suspend trading during periods of market volatility.
Margin requirements are imposed by stock exchanges that are required to be paid by the stockbrokers.
Internet-based Securities Trading and Services
Internet trading takes place through order routing systems, which route client orders to exchange trading
systems for execution. Stockbrokers interested in providing this service are required to apply for permission to
the relevant stock exchange and also have to comply with certain minimum conditions stipulated under
applicable law. The NSE became the first exchange to grant approval to its members for providing internet-
based trading services. Internet trading is possible on both the “equities” as well as the “derivatives” segments
of the NSE.
Trading Hours
Trading on both the BSE and the NSE occurs from Monday through Friday, from 9.15 a.m. to 3.30 p.m. IST
(excluding the 15 minutes pre-open session from 9.00 a.m. to 9.15 a.m.). The BSE and the NSE are closed on
public holidays. The recognised stock exchanges have been permitted to set their own trading hours (in cash and
derivatives segments) subject to the condition that (i) the trading hours are between 9 a.m. and 5 p.m.; and (ii)
the stock exchange has in place risk management system and infrastructure commensurate to the trading hours.
Trading Procedure
In order to facilitate smooth transactions, the BSE replaced its open outcry system with BSE On-line Trading
(BOLT) facility in 1995. This totally automated screen based trading in securities was put into practice nation-
wide. This has enhanced transparency in dealings and has assisted considerably in smoothening settlement
cycles and improving efficiency in back-office work. NSE also provides on-line trading facilities through a fully
automated screen based trading system called ‘National Exchange for Automated Trading’ (NEAT).
Takeover Regulations
Disclosure and mandatory bid obligations for listed Indian companies under Indian law are governed by the
specific regulations in relation to substantial acquisition of shares and takeover being the Takeover Regulations.
Since the Company is an Indian listed company, the provisions of the Takeover Regulations apply to the
Company. Acquisitions up to a certain threshold prescribed under the Takeover Regulations mandate specific
disclosure requirements, while acquisitions crossing particular thresholds may result in the acquirer having to
make an open offer of the shares of the target company. The Takeover Regulations also provide for the
possibility of indirect acquisitions, imposing specific obligations on the acquirer in case of such indirect
acquisition.
Insider Trading Regulations
The Insider Trading Regulations have been notified by SEBI to prohibit and penalise insider trading in India. An
insider is, among other things, prohibited from dealing in the securities of a listed company when in possession
of unpublished price sensitive information. The Insider Trading Regulations also provide disclosure obligations
for shareholders holding more than a pre-defined percentage, promoters, persons who form a part of the
promoter group and directors and officers, with respect to their shareholding in the company, and the changes
therein. The definition of “insider” includes any person who has received or has had access to unpublished price
sensitive information of the company.

170

Depositories
The Depositories Act provides a legal framework for the establishment of depositories to record ownership
details and effect transfers in book-entry form. Further, SEBI framed the Securities and Exchange Board of
India (Depositories and Participant) Regulations, 1996, which among other things provide regulations in relation
to the formation and registration of such depositories, the registration of participants as well as the rights and
obligations of the depositories, participants, companies and beneficial owners. The depository system has
significantly improved the operation of the Indian securities markets.

The National Securities Depository Limited (“NSDL”) and the Central Depository Services Limited (“CDSL”)
are two depositories that provide electronic depository facilities for the trading of equity and debt securities in
India.

171

DESCRIPTION OF THE EQUITY SHARES

The following is a summary of some of the provisions contained in, and is qualified in its entirety by, the
Company’s Memorandum and Articles of Association, the Companies Act, the SCRA and other related Indian
regulations. Prospective investors are urged to read the Company’s Memorandum and Articles of Association
carefully, and consult with their advisers, as to the Company’s Memorandum and Articles of Association and
applicable Indian law, and not this summary, govern the rights of the holders of the Equity Shares.

Authorised Capital

The authorised share capital of the Company is ` 5,000 million divided into 2,497,500,000 equity shares of ` 2
each and 50,000 cumulative redeemable preference shares of ` 100 each.

Articles of Association

The Company is governed by its Articles of Association.

Dividends

Under the Companies Act, an Indian company pays dividend upon a recommendation by its board of directors
and subject to approval by a majority of the members, who have the right to decrease but not to increase the
amount of the dividend recommended by the board of directors. Subject to certain conditions specified under
Section 205 of the Companies Act, no dividend can be declared or paid by a company for any financial year
except out of the profits of the company for that year, calculated in accordance with the provisions of the
Companies Act or out of the profits of the company for any previous financial year(s) arrived at as laid down by
the Companies Act and remaining undistributed, or out of both.
However, the board of directors is not obligated to recommend a dividend. The decision of the Board of
Directors and shareholders of the Company may depend on a number of factors, including but not limited to, the
Company’s profits, capital requirements and overall financial condition.
No unpaid or unclaimed dividend shall be forfeited unless the claim thereto becomes barred by law. The
Company shall comply with the provisions of Section 205A read with Section 205C of the Companies Act and
the Articles of the Company in respect of unpaid or unclaimed dividend. In addition, as permitted by the
Articles, the Board may from time to time pay to the members of the Company such interim dividends as appear
to them to be justified by the profits of the Company.
Subject to the provisions of the Companies Act, the quantum of dividend to be declared by the Directors for any
period shall be recommended by the Directors on a policy that ensures that the Company retains not more than
65% of its annual net profits after tax, which would include the transfer of 10% of the profits to reserves as
required by the Companies Act, provided that the policy may be changed with the consent of the Board.
Subject to applicable provisions of the FEMA, all dividends and other distributions declared and payable on the
Equity Shares may be paid by the Company to the holder thereof in Indian Rupees and may be converted into
foreign currency and freely transferred out of India without the necessity of obtaining any governmental or
regulatory authorisation or approval in the India or any political subdivision or taxing authority thereof.
The Equity Shares issued pursuant to the Issue shall rank pari passu with the existing Equity Shares of the
Company, in all respects including entitlements to any dividends that may be declared by the Company.

Capitalisation of profits and issue of bonus shares

The Company may, upon recommendation of the Board, capitalise any amounts standing to the credit of the
Company’s reserve funds or capital redemption reserve account or in the hands of the Company and available
for dividend (or representing premium received on the issue of shares and standing to the credit of the securities
premium account) and distribute among shareholders in paying up in full either at par or at premium any
unissued shares of the Company or in payment of uncalled liability on the issued shares. However, the securities
premium account or the capital redemption reserve account of the Company can only be applied towards
payment for unissued Equity Shares to be issued to members of the Company as fully paid bonus shares. Any
issue of bonus shares by a listed company will be subject to the applicable SEBI regulations.

172

Alteration of Share Capital

The Company’s issued share capital may be increased by, among other things, creation of new shares.

Subject to provisions of the Companies Act, the Company may also from time to time by special resolution
reduce its capital redemption reserve account or premium account. Further, the Company may convert all or any
of its fully paid paid-up Equity Shares into stock and re-convert that stock into paid-up equity shares of any
denomination and cancel the Equity Shares which have not been taken or agreed to be taken by any person.

The Articles further provide that the Company may in a general meeting, from time to time consolidate or sub-
divide its share capital or any of them subject as aforesaid and the Company in a general meeting may also
cancel shares which 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. The Company may also buyback its shares or any other
securities issued by it.

Pre-emptive Rights

When it is proposed to increase the subscribed capital of the Company by the issue of new Equity Shares,
whether out of unissued share capital or out of increased share capital, such Equity Shares shall be offered first
to the existing shareholders in proportion to the capital paid up on those shares at that date.

Further, new Equity Shares may be offered to any person whether or not those persons include existing
shareholders, either if a special resolution to that effect is passed by the shareholders of the Company in a
general meeting, or where a simple majority of shareholders present and voting have passed the resolution and
the permission of the Government has been obtained.

Preference Shares

The Company may issue preference shares which are liable to be redeemed subject to provisions of the
Companies Act.

General Meetings of Shareholders

The Company must hold its annual general meeting within six months after the expiry of each financial year,
provided that not more than 15 months shall elapse between the date of the previous annual general meeting and
the next, unless extended by the Registrar of Companies at the request of the Company for any special reason
for a period not exceeding three months.

Written notices convening a meeting setting out the date, place and agenda of the meeting must be given to
members at least 21 days prior to the date of the proposed meeting. A general meeting may be called after
giving shorter notice if consent is received from all shareholders entitled to vote at an annual general meeting,
and from shareholders holding not less than 95% of the paid-up capital of the company, at any other meeting.
No general meeting, annual or extraordinary, shall be competent to enter upon, discuss or transact any business
which has not been mentioned in the notice or notices upon which it was convened.

A listed company intending to pass a resolution relating to matters such as, but not limited to, amendment in the
objects clause of the memorandum of association, the issuing of shares with differential voting or dividend
rights, a variation of the rights attached to a class of shares or debentures or other securities, buy-back of shares
under the Section 77A(1) of the Companies Act, giving loans or extending guarantee or providing security in
excess of the limits prescribed under Section 372A(1) of the Companies Act, is required to obtain the resolution
passed by means of a postal ballot instead of transacting such business in the company’s general meeting. A
notice to all the shareholders is required to be sent along with a draft resolution explaining the reasons therefore
and requesting them to send their assent or dissent in writing on a postal ballot within a period of 30 days from
the date of posting the letter. Such postal ballot includes procedure for voting by electronic mode.

Voting Rights

Every member present in person and entitled to vote shall have one vote on a show of hands and on a poll the
voting right of every member present in person or by proxy shall be in proportion to his share of the paid-up

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equity share capital of the Company.

A shareholder may exercise his voting rights by proxy to be given in the form required by the Articles. The
instrument appointing a proxy is required to be deposited at the registered office of the Company at least 48
hours before the time of the meeting. A vote given in accordance with the terms of an instrument appointing a
proxy shall be valid notwithstanding the prior death or insanity of the principal, or revocation of the instrument,
or transfer of the share in respect of which the vote is given, provided no intimation in writing of the death,
insanity, revocation or transfer of the share shall have been received by the Company at the office before the
meeting. Further no member shall be entitled to exercise any voting right personally or by proxy at any meeting
of the Company in respect of any shares registered in his name on which any calls or other sums presently
payable by him have not been paid in regard to which the Company has exercised any right of lien.

Pursuant to SEBI Circular dated July 13 2012, the Company (being one of the top 500 companies listed on the
Stock Exchanges based on market capitalization as on the date of the circular) is required to provide e-voting
facility to its shareholders for the businesses which are transacted through postal ballot and for which the notices
are issued on or after October 1, 2012.

Register of Members

The Company is required to maintain a register of members wherein the particulars of the members of the
Company are entered. For the purpose of determining the shareholders the register may be closed for such
period not exceeding 45 days in any one year or 30 days at any one time at such times, as the board of directors
may deem expedient.

Annual Report and Financial Results

The annual report must be laid before the annual general meeting of the shareholders of a company. This
includes financial information about the company such as the audited financial statements as of the date of
closing of the financial year, directors’ report, management’s discussion and analysis and a corporate
governance section, and is sent to the shareholders of the company.

Transfer of shares

Shares held through depositories are transferred in the form of book entries or in electronic form in accordance
with the regulations laid down by SEBI, which provide the regime for the functioning of the depositories and the
participants and set out the manner in which the records are to be kept and maintained and the safeguards to be
followed. Transfers of beneficial ownership of shares held through a depository are exempt from stamp duty.
The Company has entered into an agreement for such depository services with NSDL and CDSL.

Under the Equity Listing Agreements, in respect of transfer of Equity Shares, in the event the Company does not
effect transfer of Equity Shares within one month or where the Company fails to communicate to the transferee
any valid objection to the transfer within the stipulated time period of one month, it is required to compensate
the aggrieved party for the opportunity loss caused during the period of the delay. The Equity Shares of the
Company are freely transferable. Further, in terms of the Articles, any person, entitled to a share by transmission
shall, subject to the right of the Directors to retain such dividends, or money as provided in the Articles, be
entitled to receive, and may give a discharge for any dividends or other money payable in respect of the share.

Liquidation Rights

Under the Articles of the Company, the liquidator on any winding-up (whether voluntary under supervision or
compulsory) may, with the sanction of a special resolution, but subject to the rights attached to any preference
share capital, divide among the contributors in specie any part of the assets of the Company and may with the
like sanction, vest any part of the assets of the Company in trustees upon such trusts for the benefit of the
contributories as the liquidator shall think fit.

174

STATEMENT OF TAX BENEFITS

Statement of possible tax benefits available to the Company and its shareholders under the applicable
laws in India

To
The Board of Directors
DLF Limited
Delhi 110001

Dear Sirs/Madams,

Subject: Statement of Possible Tax Benefits

We hereby certify that the enclosed annexure states the possible tax benefits available to DLF Limited (“the
Company”) and to the shareholders of the Company under the provisions of the Income-tax Act, 1961 (“the IT
Act”) and Wealth-tax Act, 1957 (“the WT Act”), presently in force in India for the Financial Year (“FY”) 2012-
13 and amendments proposed vide the Finance Bill, 2013 (“FB 2013”)
1
to give effect to the financial proposals
of the Central Government for the FY 2013-14 (collectively referred to as “tax laws”). 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 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 enclosed statement 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. A shareholder is advised to consult his/ her/ its own tax consultant with respect to the tax implications
arising out of his/her/its participation in the proposed issue, particularly in view of ever changing tax laws in
India.

We do not express any opinion or provide any assurance as to 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.

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 and
the provisions of the tax laws. The same shall be subject to notes to this annexure.

No assurance is given that the revenue authorities / courts will concur with the views expressed herein.

The Government of India introduced the Direct Taxes Code Bill, 2010 (“DTC 2010”) in Parliament on August
30, 2010. The DTC is under the legislative process and is expected to be enacted soon. We are unable to express
any opinion on the effect of the same on the Company and its shareholders pending enactment.

This note is intended solely in connection with the offering of equity shares by the Company through an
Institutional Placement Programme under the Securities and Exchange Board of India (“SEBI”) Regulations and
is not to be used, referred to or distributed for any other purpose without our prior written consent.

1
It is to be noted that the amendments proposed vide the FB 2013 are yet to be approved by the President of
India.

175

For Walker, Chandiok & Co
Chartered Accountants
Firm Registration No.: 001076N

per David Jones
Partner
Membership No. 98113

Gurgaon
April 4, 2013

176

Annexure

TAXATION

The tax benefits listed below are the possible benefits available under the tax laws in India in a summary
manner only and is not a complete analysis or listing of all potential tax consequences of purchase, ownership
and disposal of equity shares, under the tax laws presently in force in India. It is not exhaustive or
comprehensive analysis and is not intended to be a substitute for professional advice.

The following tax benefits shall be available to the Company and the prospective shareholders based on the
provisions of the IT Act as of the date hereof and proposed amendments vide the FB, 2013. The IT Act is
amended by the Finance Act every fiscal year. 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 the fulfilling
such conditions.

I. Benefits to the Company - Under the IT Act

1. Special Tax Benefits

1.1 Under Section 80IA of the IT Act, 100% of the profits and gains derived by an undertaking from the
business of developing, developing and operating or maintaining and operating an industrial park
notified by the Central Government in accordance with the scheme framed and notified by that
Government for the period beginning on April 1, 1997 and ending on March 31, 2011, is deductible for
10 consecutive Assessment Years (“AYs”) out of 15 years beginning from the year in which the
undertakings develops such an industrial park, subject to conditions specified in that Section.

No deduction under section 80IA of the IT Act shall be allowed where the assessee fails to make a claim
in its return of income.

1.2 Under Section 80IA of the IT Act, 100% of the profits and gains derived by an undertaking from the
business of generation or generation and distribution of power, is deductible for 10 consecutive AYs out
of 15 years beginning from the year in which the undertakings generates power or commences
transmission or distribution of power, subject to conditions specified in that Section, provided it begins
to generate power at any time during the period beginning on April 1, 1993 and ending on March 31,
2013.

No deduction under section 80IA of the IT Act shall be allowed where the assessee fails to make a claim
in its return of income.

Vide the amendment proposed in the FB 2013, the terminal date has been extended by a period of
further one year i.e. upto March 31, 2014.
2

1.3 Under Section 80IAB of the IT Act, 100% of the profits derived by a developer, from the business of
developing a special economic zone, notified after 1
st
day of April 2005 under the Special Economic
Zones Act, 2005, is deductible for a period of 10 consecutive AYs out of 15 years beginning from the
year in which a Special Economic Zone has been notified by the Central Government. For this purpose,
‘Developer’ would have the same meaning as mentioned under clause (g) of Section 2 of the Special
Economic Zones Act, 2005.

No deduction under section 80IAB of the IT Act shall be allowed where the assessee fails to make a
claim in its return of income.

2
It is to be noted that the amendments proposed vide the FB 2013 are yet to be approved by the President of India.

177

2. General Tax Benefits

2.1 Under Section 10(2A) of the IT Act, share in the total income of the partnership firm which is separately
assessed as such, is exempt from tax in the hands of the Company being a partner in the partnership
firm.

2.2 Under Section 10(33) of the IT Act, any income arising from the transfer of a capital asset, being a unit
of the Unit Scheme, 1964 referred to in Schedule I to the Unit Trust of India (Transfer of Undertaking
and Repeal) Act, 2002 (58 of 2002) and where the transfer of such asset takes place on or after the April
1, 2002 is exempt from tax.

2.3 Under Section 10(34) of the IT Act, any income by way of dividends referred to in Section 115O
3
of the
IT Act (i.e. dividends declared, distributed or paid by domestic companies on or after April 1, 2003)
received on the shares of any domestic company is exempt from tax.

2.4 Under Section 10(35) of the IT Act, any income by way of income received in respect of the units of a
Mutual Fund specified in Section 10(23D) of the IT Act; or in respect of units from the Administrator of
the specified undertaking; or in respect of units from the specified company as defined in Explanation to
Section 10(35) of the IT Act is exempt from tax.

However, no deduction is permitted in respect of expenditures incurred in relation to income which is not
chargeable to tax. The expenditures relatable to "exempt income" need to be determined in accordance with the
provisions specified in Section 14A of the IT Act read with Rule 8D of the Income Tax Rules, 1962 ("the IT
Rules").

2.5 Deductions under “Income from House Property”
2.5.1 Under Section 24(a) of the IT Act, the Company is eligible for a standard deduction of 30% of the
annual value of the property (i.e. actual rent received or receivable on the property or any part of
the property which is let out); where the Company has income chargeable to tax under the head
“Income from House Property”.

2.5.2 Further, under Section 24(b) of the IT Act, where the house property has been acquired,
constructed, repaired, renewed or reconstructed with borrowed capital, the amount of interest
payable on such capital shall be allowed as a deduction in computing the income, if any, from such
house property. In respect of property acquired or constructed with borrowed capital, the amount
of interest payable for the period prior to the year in which the property has been acquired or
constructed shall be allowed as deduction in computing the income from house property in 5 equal
installments beginning with the year of acquisition or construction.

2.6 Computation of capital gains

2.6.1 Under Section 10(38) of the IT Act, long-term capital gain arising on transfer of long-term capital
asset, being an equity share in a company or a unit of an equity oriented fund will be exempt in the
hands of the Company, provided such transaction is chargeable to Securities Transaction Tax.
However, such long term capital gains shall be taken into account in computing the book profit of
the Company and the tax is payable thereon under Section 115JB of the IT Act.

2.6.2 Under Section 54EC of the IT Act and subject to the conditions and to the extent specified therein,
long-term capital gain (in cases not covered under Section 10(38) of the IT Act) arising on transfer
of a long-term capital asset will be exempt from capital gain tax if the capital gains are invested
within 6 months after the date of such transfer in long term specified assets, being bonds issued by:

a) National Highway Authority of India constituted under Section 3 of The National Highway
Authority of India Act, 1988;

3
In accordance with the provisions of Section 115O of the IT Act, any amount declared, distributed or paid by a domestic
company way of dividend (whether interim or otherwise) on or after April 1, 2003 to its shareholder is exempt in the hands
of its shareholders, if such dividends are subject to Dividend Distribution Tax under Section 115O of the IT Act.

178

b) Rural Electrification Corporation Limited, the Company formed and registered under the
Companies Act, 1956.

The investment made in such bonds during any FY cannot exceed Rs 5 million.

If only a part of the capital gains is so reinvested, the exemption available shall be in the same
proportion as the cost of long term specified assets bears to the whole of the capital gain. However,
in case the long term specified assets is transferred or converted into money within 3 years from
the date of acquisition, the amount so exempted shall be chargeable to tax in the year of such
transfer or conversion.

2.7 Depreciation

2.7.1 Under Section 32(1) of the IT Act, the Company can claim depreciation at the prescribed rates on
tangible assets such as building, plant and machinery, furniture and fixtures, etc. and intangible
assets such as patent, trademark, copyright, know-how, licenses, etc., if such intangible assets are
acquired after March 31, 1998.

2.8 Deductions and amortisation of certain expenditure

2.8.1 Under Section 35AD of the IT Act, the Company shall be allowed a deduction in respect of capital
expenditure incurred wholly and exclusively for the purpose of specified business in the nature of
developing and building a housing project under a scheme for affordable housing framed by the
Central Government or a State Government, carried on by him during the FY in which such
expenditure is incurred by it or in which the operations are commenced, whichever is later,
provided the Company commences its operations on or after April 1, 2011.

Deduction shall be allowed of an amount equal to one and one-half times of the expenditure where
operations of specified business in the nature of developing and building a housing project under a
scheme for affordable housing framed by the Central Government or a State Government are
commenced on or after April 1, 2012.

2.8.2 Under Section 35CCD of the IT Act, the Company shall be allowed deduction of a sum equal to
one and one-half times of expenditure (not being expenditure in the nature of cost of any land or
building) incurred on any notified skill development project and in accordance with the prescribed
guidelines.

2.8.3 Under Section 35D of the IT Act, a company is eligible for deduction in respect of specified
preliminary expenditure incurred by it in connection with extension of its undertaking or in
connection with setting up new unit for an amount equal to 1/5
th
of such expenditure over 5
successive AY subject to conditions and limits specified in that Section.

Specified expenditure includes, inter-alia, expenditure in connection with the issue, for public
subscription, of shares in or debentures of the company, being underwriting commission,
brokerage and charges for drafting, typing, printing and advertisement of the prospectus.

2.8.4 Under Section 35DD of the IT Act, for any expenditure incurred wholly and exclusively for the
purposes of amalgamation or demerger, the Company is eligible for deduction of an amount equal
to 1/5
th
of such expenditure for each of the five successive years beginning with the year in which
amalgamation or demerger takes place.

2.8.5 Under Section 35DDA of the IT Act, the Company is eligible for deduction in respect of payments
made to its employees in connection with his voluntary retirement for an amount equal to 1/5th of
such expenses over 5 successive AYs subject to conditions specified in that Section.

2.9 Carry forward of unabsorbed depreciation and business losses

2.9.1 Under Section 32(2) of the IT Act, where full effect cannot be given to any depreciation allowance
under Section 32(1) of the IT Act in any FY, owing to there being no profits or gains chargeable

179

for that FY, or owing to the profits or gains chargeable being less than the depreciation, then,
subject to the provisions of Section 72(2) and Section 73(3) of the IT Act, depreciation allowance
or the part of depreciation allowance to which effect has not been given, as the case may be, shall
be added to the amount of the depreciation allowance for the following FY and deemed to be part
of that depreciation allowance, or if there is no such depreciation allowance for that previous year,
be deemed to be the depreciation allowance for that FY, and so on for the succeeding FYs.

2.9.2 Under Section 72(1) of the IT Act, where for any FY, the net result of the computation under the
head “Profits & Gains of Business or Profession” is a loss to the Company (not being a loss
sustained in a speculation business), then to the extent to which such loss cannot be set off against
income under any other head of income (other than salary) for the same year, it shall be eligible to
be carried forward and available for set off only against income from business under head “Profits
& Gains of Business or Profession” for subsequent FYs. As per Section 72(3) of the IT Act, the
loss carried forward can be set off subject to a limit of 8 FYs immediately succeeding the FY for
which the loss was first computed.

However, as per Section 80 of the IT Act, only a loss which has been determined in pursuance of a
return filed in accordance with the provisions of Section 139(3) of the IT Act shall be carried
forward and set off under Section 72(1) of the IT Act.

2.10 MAT credit

2.10.1. Under Section 115JAA(1A) of the IT Act, tax credit shall be allowed in respect of MAT paid
under Section 115JB of the IT Act for any AY commencing on April 1, 2006 and any subsequent
AY. As per Section 115JAA(2A) of the IT Act, credit eligible for carry forward is the difference
between MAT paid and the tax computed as per the normal provisions of the IT Act for that AY.
The credit is available for set off only when tax becomes payable under the normal provisions of
the IT Act. The tax credit can be utilized to extent of difference between the tax under the normal
provisions of the IT Act and tax payable under MAT for the year in which credit is being utilised.
Credit in respect of MAT paid shall be available for set-off up to 10 AYs immediately succeeding
the AY for which the MAT credit initially arose.

2.11 Dividend Distribution Tax

2.11.1. Under Section 115O of the IT Act, for the purpose of payment of Dividend Distribution Tax on
dividends, the dividends so declared, distributed or paid by domestic company shall be reduced by
dividends received from its domestic subsidiary company in the same year provided the subsidiary
has paid Dividend Distribution Tax on the same.
For the said purpose, a company shall be a subsidiary of another company, if such other company,
holds more than half in nominal value of the equity share capital of the company.

As per the proposed amendment vide the FB, 2013, the dividends so declared, distributed or paid
by domestic company shall be reduced by dividends received from its foreign subsidiary company
in the same year provided the domestic company has paid tax at the rate of 15% on such dividend
received from its foreign subsidiary company under Section 115BBD of the IT Act.
4

4
It is to be noted that the amendments proposed vide the FB 2013 are yet to be approved by the President of India.

180

II. Benefits available to the Members of the Company – Under the IT Act

General Tax Benefits

1. Benefits available to resident shareholders under the IT Act

1.1. Under Section 10(34) of the IT Act, any income by way of dividends referred to in Section 115O of the
IT Act (i.e. dividends declared, distributed or paid by domestic companies on or after April 1, 2003)
received on the shares of any domestic company is exempt from tax.

1.2. Computation of capital gains

1.2.1 Under Section 10(38) of the IT Act, long-term capital gain arising on transfer of long-term capital
asset, being an equity share in a company or a unit of an equity oriented fund will be exempt from
tax, provided such transaction is chargeable to Securities Transaction Tax.

1.2.2 Under second proviso to Section 48 of the IT Act, long-term capital gain arising on the transfer of
capital asset other than bonds and debentures (not being capital indexed bonds) will be computed
after applying the relevant indexation on the cost of acquisition and cost of improvement.

1.2.3 Under Section 54EC of the IT Act and subject to the conditions and to the extent specified therein,
long-term capital gain (in cases not covered under Section 10(38) of the IT Act) arising on transfer of
a long-term capital asset will be exempt from capital gain tax if the capital gains are invested within
6 months after the date of such transfer in long term specified assets, being bonds issued by:

c) National Highway Authority of India constituted under Section 3 of The National Highway
Authority of India Act, 1988;

d) Rural Electrification Corporation Limited, the Company formed and registered under the
Companies Act, 1956.

The investment made in such bonds during any FY cannot exceed Rs 5 million.

If only a part of the capital gains is so reinvested, the exemption available shall be in the same
proportion as the cost of long term specified assets bears to the whole of the capital gain. However,
in case the long term specified assets is transferred or converted into money within 3 years from the
date of acquisition, the amount so exempted shall be chargeable to tax in the year of such transfer or
conversion.

1.2.4 Under Section 54F of the IT Act, where in the case of an individual or Hindu Undivided Family
(“HUF”) capital gain arise from transfer of long term assets [other than a residential house and those
exempt under Section 10(38) of the IT Act] then such capital gain, subject to the conditions and to
the extent specified therein, will be exempt if the net sales consideration from such transfer is utilized
for purchase of a residential house property within a period of 1 year before or 2 year after the date
on which the transfer took place or for construction of a residential house property within a period of
3 years after the date of transfer. If only a part of the net consideration is so reinvested, the
exemption shall be proportionately reduced.

1.2.5 As per the provisions of Section 111A of the IT Act, short-term capital gains on sale of equity shares
where the transaction of sale is chargeable to Securities Transaction Tax shall be subject to tax at a
rate of 15% (plus applicable surcharge, education cess and secondary & higher education cess ).
Short-term capital gains arising from transfer of shares in the Company, other than those covered by
Section 111A of the IT Act, would be subject to tax as calculated under the normal provisions of the
IT Act.

1.2.6 Under Section 112 of the IT Act and other relevant provisions of the IT Act, long term capital gains
[not covered under Section 10(38) of the IT Act] arising on transfer of shares in the Company shall
be taxed at a rate of 20% (plus applicable surcharge, educational cess and secondary & higher
education cess on income-tax) after indexation as provided in the second proviso to Section 48 or at

181

10% (plus applicable surcharge and educational cess on income-tax) (without indexation), at the
option of the Shareholders.

1.3. Income from Business Profits

1.3.1 Where the equity shares form part of stock-in-trade, any income realised from disposition of the
equity shares will be chargeable under the head "Profit and gains of business or profession" as per
the provisions of the IT Act.

The nature of the equity shares (i.e. whether held as “stock-in-trade” or as “investment”) is usually
determined inter-alia on the basis of the substantial nature of the transactions, the manner of
maintaining books of account, the magnitude of purchases and sales and the ratio between purchases
and sales and the holding.

1.3.2 As per Section 36(1)(xv) of the IT Act, an amount equal to the Securities Transaction Tax paid by
the tax payer in respect of the taxable securities transactions entered into in the course of his business
during the FY will be allowable as deduction, if the income arising from such taxable securities
transactions is included in the income computed under the head “Profits and gains of business or
profession”.

2. Benefits available to Non-resident shareholders (Other than Mutual Funds and Foreign
Institutional Investors (“FIIs”)) under the IT Act

2.1 Under Section 10(34) of the IT Act, any income by way of dividends referred to in Section 115O of the
IT Act (i.e. dividends declared, distributed or paid by domestic companies on or after April 1, 2003)
received on the shares of any domestic company is exempt from tax.

2.2 Computation of capital gains

2.2.1 Under Section 10(38) of the IT Act, long-term capital gain arising on transfer of long-term capital
asset, being an equity share in a company or a unit of an equity oriented fund will be exempt from
tax, provided such transaction is chargeable to Securities Transaction Tax.

2.2.2 In terms of the first proviso to Section 48 of the IT Act, in case of a non-resident, while computing
the capital gain arising from transfer of shares in or debentures of the Indian company acquired in
convertible foreign exchange, protection is provided from fluctuations in the value of rupee in terms
of foreign currency in which the original investment was made. Cost indexation benefits will not be
available in such a case. The capital gain / loss in such a case is computed by converting the cost of
acquisition, sales consideration and expenditure incurred wholly and exclusively in connection with
such transfer into same foreign currency which was utilised in the purchase of shares.

2.2.3 Under Section 54EC of the IT Act and subject to the conditions and to the extent specified therein,
long-term capital gain (in cases not covered under Section 10(38) of the IT Act) arising on transfer of
a long-term capital asset will be exempt from capital gain tax if the capital gains are invested within
6 months after the date of such transfer in long term specified assets, being bonds issued by:

e) National Highway Authority of India constituted under Section 3 of The National Highway
Authority of India Act, 1988;

f) Rural Electrification Corporation Limited, the Company formed and registered under the
Companies Act, 1956.

The investment made in such bonds during any FY cannot exceed Rs 5 million.

If only a part of the capital gains is so reinvested, the exemption available shall be in the same
proportion as the cost of long term specified assets bears to the whole of the capital gain. However,
in case the long term specified assets is transferred or converted into money within 3 years from the
date of acquisition, the amount so exempted shall be chargeable to tax in the year of such transfer or
conversion.

182

2.2.4 Under Section 54F of the IT Act, where in the case of an individual or HUF, capital gain arise from
transfer of long term assets [other than a residential house and those exempt under Section 10(38) of
the IT Act] then such capital gain, subject to the conditions and to the extent specified therein, will
be exempt if the net sales consideration from such transfer is utilized for purchase of a residential
house property within a period of 1 year before or 2 year after the date on which the transfer took
place or for construction of a residential house property within a period of 3 years after the date of
transfer. If only a part of the net consideration is so reinvested, the exemption shall be
proportionately reduced.

2.2.5 As per the provisions of Section 111A of the IT Act, short-term capital gains on sale of equity shares
where the transaction of sale is chargeable to Securities Transaction Tax shall be subject to tax at a
rate of 15% (plus applicable surcharge, education cess and secondary & higher education cess ).
Short-term capital gains arising from transfer of shares in the Company, other than those covered by
Section 111A of the IT Act, would be subject to tax as calculated under the normal provisions of the
IT Act.

2.2.6 Under Section 112 of the IT Act and other relevant provisions of the IT Act, long term capital gains
[not covered under Section 10(38) of the IT Act] arising on transfer of shares in the Company shall
be taxed at a rate of 20% (plus applicable surcharge, educational cess and secondary & higher
education cess on income-tax) after indexation as provided in the second proviso to Section 48 or at
10% (plus applicable surcharge and educational cess on income-tax) (without indexation), at the
option of the Shareholders.

2.3 Income from Business Profits

2.3.1 Where the equity shares form part of stock-in-trade, any income realised from disposition of the
equity shares will be chargeable under the head "Profit and gains of business or profession" as per
the provisions of the IT Act.

The nature of the equity shares (i.e. whether held as “stock-in-trade” or as “investment”) is usually
determined inter-alia on the basis of the substantial nature of the transactions, the manner of
maintaining books of account, the magnitude of purchases and sales and the ratio between purchases
and sales and the holding.

2.3.2 As per Section 36(1)(xv) of the IT Act, an amount equal to the Securities Transaction Tax paid by
the tax payer in respect of the taxable securities transactions entered into in the course of his business
during the FY will be allowable as deduction, if the income arising from such taxable securities
transactions is included in the income computed under the head “Profits and gains of business or
profession”.

2.4 Special benefit available to Non-resident Indian (“NRI”) shareholders under the IT Act

In addition to some of the general benefits available to non-resident shareholders, where equity shares
of the Company have been subscribed by NRIs i.e. individuals being a citizen of India or person of
Indian origin who is not a resident, in convertible foreign exchange, they have the option of being
governed by the provisions of Chapter XII-A of the IT Act – “Special provisions relating to certain
incomes of non-residents”, which inter alia entitles them to the following benefits:

2.4.1 In accordance with Section 115E of the IT Act, income from investment or income from long- term
capital gains on transfer of assets other than specified asset (including shares of an Indian company)
shall be taxable at the rate of 20% in the hands of a NRI. Income by way of long term capital gains in
respect of a specified asset [as defined in Section 115C(f) of the IT Act], shall be chargeable to
income- tax at 10%.

2.4.2 Under provisions of Section 115F of the IT Act, any long term capital gains arising from the transfer
of a foreign exchange asset arising to a NRI shall be exempt from tax if the whole or any part of the
net consideration is reinvested in any specified assets within 6 months of the date of the transfer. If
only a part of the net consideration is reinvested, the exemption shall be proportionately reduced. The
amount so exempted shall be chargeable to tax as “capital gains” subsequently, if the specified assets

183

are transferred or converted into money within 3 years from the date of their acquisition. The
taxability shall arise in the year in which the transfer or conversion, as the case may be, takes place.

2.4.3 As per the provisions of Section 115G of the IT Act, NRIs are not required to file a return of income
under Section 139(1) of the IT Act, if the income chargeable under the IT Act consists of only
investment income or capital gains arising from the transfer of specified long term capital asset or
both; arising out of assets acquired, purchased or subscribed in convertible foreign exchange and
provided tax deductible at source has been deducted there from as per the provisions of Chapter
XVII-B of the IT Act.

2.4.4 As per the provision of Section 115H of the IT Act, where a person who is NRI in any FY, becomes
assessable as resident in India in respect of total income of any subsequent year, the provisions of
Chapter XII-A shall continue to apply to him in relation to the investment income derived from any
foreign exchange asset being an assets specified under sub clause (ii), (iii), (iv) or (v) of Section
115C(f) for that AY and for every subsequent AY until there is transfer or conversion of such asset.
For this provision to apply, NRI is required to file a declaration along with his return of income for
the AY in which he becomes assessable as resident in India.

2.4.5 In accordance with Section 115-I of the IT Act, where a NRI opts not to be governed by the
provisions of Chapter XII-A of the IT Act for any AY, his total income for that AY (including
income arising from investment in the company) will be computed and tax will be charged according
to the other provisions of the IT Act.

2.5 As per Section 90(2) of the IT Act, provisions of the Double Taxation Avoidance Agreement between
India and the country of residence of the Non-resident / NRI would prevail over the provisions of the IT
Act to the extent they are more beneficial to the Non-resident / NRI subject to furnishing of Tax
Residency Certificate containing the particulars prescribed in the IT Act, that is obtained from the
Government of that country or any specified territory.

3. Benefits available to Mutual Funds under the IT Act

3.1 As per Section 10(23D) of the IT Act, any income of Mutual Funds registered under the Securities and
Exchange Board of India Act, 1992 (15 of 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. However, the Mutual Funds shall be liable to
pay tax on distributed income to unit holders under Section 115R of the IT Act.

4. Benefits available to FIIs under the IT Act

4.1 Under Section 10(34) of the IT Act, any income by way of dividends referred to in Section 115O of the
IT Act (i.e. dividends declared, distributed or paid by domestic companies on or after April 1, 2003)
received on the shares of any domestic company is exempt from tax.

4.2 Computation of capital gains

4.2.1 Under Section 10(38) of the IT Act, long-term capital gain arising on transfer of long-term capital
asset, being an equity share in a company or a unit of an equity oriented fund will be exempt from
tax, provided such transaction is chargeable to Securities Transaction Tax.

4.2.2 In terms of the first proviso to Section 48 of the IT Act, in case of a non-resident, while computing
the capital gain arising from transfer of shares in or debentures of the company acquired in
convertible foreign exchange, protection is provided from fluctuations in the value of rupee in terms
of foreign currency in which the original investment was made. Cost indexation benefits will not be
available in such a case. The capital gain / loss in such a case is computed by converting the cost of
acquisition, sales consideration and expenditure incurred wholly and exclusively in connection with
such transfer into same foreign currency which was utilised in the purchase of shares.

4.2.3 Under Section 54EC of the IT Act and subject to the conditions and to the extent specified therein,
long-term capital gain (in cases not covered under Section 10(38) of the IT Act) arising on transfer of

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a long-term capital asset will be exempt from capital gain tax if the capital gains are invested within
6 months after the date of such transfer in long term specified assets, being bonds issued by:

g) National Highway Authority of India constituted under Section 3 of The National Highway
Authority of India Act, 1988;

h) Rural Electrification Corporation Limited, the Company formed and registered under the
Companies Act, 1956.

The investment made in such bonds during any FY cannot exceed Rs 5 million.

If only a part of the capital gains is so reinvested, the exemption available shall be in the same
proportion as the cost of long term specified assets bears to the whole of the capital gain. However,
in case the long term specified assets is transferred or converted into money within 3 years from the
date of acquisition, the amount so exempted shall be chargeable to tax in the year of such transfer or
conversion.

4.2.4 Under Section 54F of the IT Act, where in the case of an individual or HUF, capital gain arise from
transfer of long term assets [other than a residential house and those exempt under Section 10(38) of
the IT Act] then such capital gain, subject to the conditions and to the extent specified therein, will
be exempt if the net sales consideration from such transfer is utilized for purchase of a residential
house property within a period of 1 year before or 2 year after the date on which the transfer took
place or for construction of a residential house property within a period of 3 years after the date of
transfer. If only a part of the net consideration is so reinvested, the exemption shall be
proportionately reduced.

4.2.5 As per the provisions of Section 111A of the IT Act, short-term capital gains on sale of equity shares
where the transaction of sale is chargeable to Securities Transaction Tax shall be subject to tax at a
rate of 15% (plus applicable surcharge, education cess and secondary & higher education cess ).
Short-term capital gains arising from transfer of shares in the Company, other than those covered by
Section 111A of the IT Act, would be subject to tax as calculated under the normal provisions of the
IT Act.

4.2.6 As per the provisions of Section 115AD of the IT Act, income (other than income by way of
dividends referred to in Section 115O of the IT Act) of FIIs arising from securities (other than the
units referred to Section 115AB of the IT Act) would be taxed at concessional rates, as follows:

Nature of income Rate of tax (%)
Income in respect of securities 20
Long-term capital gains (other than long term capital gain referred to in
Section 10(38) of the IT Act
10
Short-term capital gains (other than short-term capital gain referred to in
Section 111A of the IT Act)
30

The above tax rates would be increased by the applicable surcharge, education cess and secondary &
higher education cess. The benefits of indexation and foreign currency fluctuation protection as
provided under Section 48 of the IT Act are not available.

4.3 Income from Business Profits

4.3.1 Where the equity shares form part of stock-in-trade, any income realised from disposition of the
equity shares will be chargeable under the head "Profit and gains of business or profession" as per
the provisions of the IT Act.

The nature of the equity shares (i.e. whether held as “stock-in-trade” or as “investment”) is usually
determined inter-alia on the basis of the substantial nature of the transactions, the manner of
maintaining books of account, the magnitude of purchases and sales and the ratio between purchases
and sales and the holding.

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4.3.2 As per Section 36(1)(xv) of the IT Act, an amount equal to the Securities Transaction Tax paid by
the tax payer in respect of the taxable securities transactions entered into in the course of his business
during the FY will be allowable as deduction, if the income arising from such taxable securities
transactions is included in the income computed under the head “Profits and gains of business or
profession”.

4.4 As per Section 90(2) of the IT Act, provisions of the Double Taxation Avoidance Agreement between
India and the country of residence of the FII would prevail over the provisions of the IT Act to the
extent they are more beneficial to the FII subject to furnishing of Tax Residency Certificate containing
the particulars prescribed in the IT Act, that is obtained from the Government of that country or any
specified territory.

5. New Amendments in the IT Act
5.1 The General Anti-Avoidance Rules (“GAAR”) had first been introduced in the DTC to curb
"impermissible avoidance arrangement" entered into by a person to avoid taxes. The GAAR had been
introduced to deal with aggressive tax planning involving use of sophisticated structures. Although
originally forming part of DTC, now it is a part of the IT Act. Under the current provisions, Chapter X-
A of the IT Act dealing with the provisions of GAAR would be effective from April 1, 2015 (i.e.
during FY 2015-16).

III. Benefits available under the WT Act

Wealth Tax is applicable if the net wealth (as defined) of a company or an individual or HUF exceeds
Rs 3 million as on the valuation date (i.e. March 31 of the relevant FY). Wealth Tax shall be charged in
respect of the net wealth of every company or an individual or HUF at the rate of 1% of the amount by
which net wealth exceeds Rs 3 million.

Shares in a company held by a shareholder will not be treated as an asset within the meaning of Section
2(ea) of WT Act; hence, wealth tax is not leviable on shares held in a company.

Notes:

1) The above note 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 equity shares.

2) In respect of non-residents, the tax rates and the consequent taxation mentioned above shall be further
subject to any benefits available under the Double Taxation Avoidance Agreement, if any, between
India and the country/specified territory (outside India) in which the non-resident has fiscal domicile
and in view of the individual nature of tax consequence, each investor is advised to consult his/ her
own tax adviser with respect to specific tax consequences of his/ her participation in the scheme.

3) The tax rates (including rates for tax deduction at source) mentioned in this Statement is applicable for
AY 2013-2014 and is exclusive of surcharge, education cess and secondary & higher education cess.

Surcharge at the rate of 5% is applicable in case of resident companies where total income under the IT
Act exceeds Rs 10 million. In case of foreign companies, surcharge at the rate of 2% is applicable in
case the total income exceeds Rs 10 million.

Currently, there is no surcharge on persons other than companies. Education cess and secondary &
higher education cess is leviable on all persons at rate of 2% and 1% respectively.

Vide the FB 2013, surcharge is proposed to be increased to 10% in case of resident companies where
total income under the IT Act exceeds Rs 100 million. In case of foreign companies, surcharge is
proposed to be increased to 5% in case the total income exceeds Rs 100 million. Further, for persons
other than companies, surcharge is applicable at the rate of 10% where the total income exceeds Rs 10
million.
5

5
It is to be noted that the amendments proposed vide the FB 2013are yet to be approved by the President of India.

186

4) We have not considered the provisions of DTC 2010 for the purpose of this Statement.

5) We shall not be liable to the Company for any claims, liabilities or expenses relating to this assignment
except to the extent of fees relating to this assignment, as finally judicially determined to have resulted
primarily from bad faith or intentional misconduct.

For Walker, Chandiok& Co

Chartered Accountants
Firm Registration No.001076N

per David Jones
Partner
Membership No. 98113

Gurgaon
April 4, 2013

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LEGAL PROCEEDINGS

Due to the nature of our business, we are involved in a large number of legal proceedings of varied nature
including, among others, title and land disputes, consumer disputes, criminal proceedings, proceedings under the
Competition Act, proceedings under environmental laws, regulatory, tax and civil proceedings. We are also
involved in arbitration proceedings.

The following is a summary of material legal proceedings as of the date of the Red Herring Prospectus that we
are currently involved in. For the purpose of this section and based on legal understanding of the SEBI
Regulations, pending legal proceedings against our Company and the Subsidiaries having a potential financial
liability of ` 1,000 million, which is 0.37% and 0.69% of our consolidated net worth and standalone net worth,
respectively, as of March 31, 2012 and 0.98% of our consolidated sales and other income for the twelve month
period ended March 31, 2012, have been considered material. Pending regulatory proceedings against our
Company and the Subsidiaries and criminal cases against our Company and material Subsidiaries have also been
disclosed. We have also disclosed certain criminal cases pending against the Directors and miscellaneous
matters.

A. Cases filed against our Company

Civil proceedings

1. Harkishan has filed a public interest litigation (“PIL”) (4542 of 2009 (O&M)) dated November 25, 2008
before the Punjab and Haryana High Court against the Union of India, the State of Haryana, East India
Hotels Limited (“EIH”), Chandrajyoti Estate Developers Private Limited (“Chandrajyoti”) and our
Company. The petitioner has sought that the acquisition of 169 acres of land at village Silokhera, Gurgaon,
Haryana and 2.13 acres of land at village Sukhrali, Gurgaon, Haryana by the State of Haryana and the
subsequent release by the State of Haryana of 29.79 acres of land, forming part of the abovementioned
parcel of land, to EIH be declared as null and void. The petitioners have also sought that the subsequent
sale of the said 29.79 acres of land along with 7.19 acres of land by EIH to our Company and Chadrajyoti
be declared as fraudulent as the land was released by the State of Haryana to EIH on the condition that it
would be earmarked for construction of hospitals and hotel management institute. The petitioners have
further sought that the notification issued by the State of Haryana under sections 3 and 4 of the Special
Economic Zones Act, 2005 for setting up a special economic zone on the said 29.79 acres and 7.19 acres
of land declared as fraudulent. The Punjab and Haryana High Court vide order dated February 3, 2011
directed the State of Haryana to carry out the acquisition proceedings again from the notification stage
under the Land Acquisition Act, 1894 and directed our Company and Chandrajyoti to remove all
constructions made on the said land. Our Company and Chandrajyoti filed special leave petitions (“SLPs”)
(C.A. 8470/2011 and 12956/2011) both dated May 2, 2011 before the Supreme Court of India (“Supreme
Court”) against the order dated February 3, 2011. The Supreme Court vide order dated September 26,
2011 stayed the operation of the order of the Punjab and Haryana High Court dated February 3, 2011. The
matter is currently pending.

2. Mir Singh and Birju filed a PIL (1620 of 2010) dated January 27, 2010 before the Punjab and Haryana
High Court against the State of Haryana, our Company and others for quashing the acquisition proceedings
initiated vide notifications dated January 3, 2003 and June 12, 2003 of around 19 acres of land situated at
village Nathupur, Gurgaon. The petitioners further sought to quash the subsequent conveyance deed dated
August 4, 2006 by which the said land was sold by State of Haryana to our Company. The Punjab and
Haryana High Court passed an order dated October 1, 2010 quashing the acquisition proceedings. The
order further quashed the conveyance deed by which said land was sold to our Company and directed the
State of Haryana to refund ` 510.03 million to our Company. Our Company filed SLP (353 of 2012) dated
November 8, 2010 before the Supreme Court against the order dated October 1, 2010. The Supreme Court
vide order dated January 3, 2012 stayed the said order. The matter is currently pending.

3. Vishnu Pradhan filed writ petition (75152 of 2005) before the Allahabad High Court against the State of
Uttar Pradesh, New Okhla Industrial Development Authority (“NOIDA”), our Company and others,
challenging the acquisition of 3 bighas and 9 biswas of land at plot no. 422 and 2 bighas, 4 biswas and 10
biswansi of land at plot no. 427 situated at village Chhelara Bangar, Gautam Budh Nagar, Noida by the
State of Uttar Pradesh and the subsequent allotment of the said land to our Company. In the writ petition,
Vishnu Pradhan has sought a restraining order against our Company and NOIDA to stop them from
dispossessing him of the said land.

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Subsequently, Vishnu Pradhan filed a writ petition (70088 of 2006) before the Allahabad High Court
against NOIDA and our Company to quash the order dated September 2, 2006 passed by the District
Judge, Gautam Budh Nagar in review petition (Nil of 2006) and order dated August 1, 2006 passed by the
Civil Judge, Gautam Budh Nagar. The Civil Judge, Gautam Budh Nagar, by an order dated August 1, 2006
upheld the acquisition of the said land under the Land Acquisition Act, 1894 and the District Judge,
Gautam Budh Nagar through order dated September 2, 2006 dismissed the revision petition filed by the
petitioner against the order of the Civil Judge, Gautam Budh Nagar.

As the counsel of the petitioner expressly stated that the petitioner only seeks compensation to be
determined and does not seek to press for the other relief, the Allahabad High Court passed a combined
order dated December 10, 2009 determining the basis of compensation to be paid to the petitioner. The
petitioner filed a review petition (58062 of 2010) dated February 2, 2010 challenging the order dated
December 10, 2009 which was dismissed by the Allahabad High Court vide order dated May 21, 2010.
The petitioner filed a second review petition (310347 of 2010) dated October 11, 2010 against the order
dated December 10, 2009 which was dismissed by the Allahabad High Court vide order December 16,
2010. The petitioner filed a SLP (2627 of 2011) before the Supreme Court challenging the orders of the
Allahabad High Court dated December 10, 2009 and December 16, 2010. The Supreme Court dismissed
the SLP vide order dated February 21, 2011. Subsequently, the State of Uttar Pradesh and NOIDA filed
SLP (CC. No. 20196-97 of 2010) before the Supreme Court against the order of the Allahabad High Court
dated December 10, 2009 challenging the basis of calculation of compensation. The Supreme Court vide
order dated January 10, 2011 stayed the order of the Allahabad High Court dated December 10, 2009
which was confirmed vide order dated January 21, 2013. Further, the petitioner filed a third review
petition (130263 of 2011 and 14133 of 2012) before the Allahabad High Court for review of the order
dated December 10, 2009. The matter is currently pending.

Hari Singh filed writ petition (12087 of 2012) before the Allahabad High Court, challenging the
acquisition of 0.089 acres of the said land situated at village Chhalera Bangar, Pargana, Gautam Budh
Nagar, Noida by the State of Uttar Pradesh and its subsequent allotment to our Company by lease deed
dated February 25, 2005 executed by the New Okhla Industrial Development Authority. The matters have
been clubbed for hearing by the Supreme Court vide order dated April 19, 2012.

4. Hitesh Shukla filed a PIL (43 of 2010) before the Allahabad High Court against the State of Uttar Pradesh,
Lucknow Development Authority, our Company and others, for quashing the acquisition of 4.93 acres of
land at village Ujariaon, Vibhutikhand, Gomtinagar, Lucknow by the State of Uttar Pradesh under the
Ujariaon Avasiya Yojna Bhag scheme. The petitioners also sought to quash the auction notice dated May
15, 2010 issued by the Lucknow Development Authority whereby the said land was auctioned to our
Company. The petitioners further sought that our Company be directed to remove all construction
undertaken on the said land. It is alleged that our Company has started construction on the said land, which
is registered as a pond, without prior permission of the relevant authorities. The Allahabad High Court
passed an order dated June 18, 2010 staying all construction work on the land. The matter is currently
pending.

5. Om Parkash Mukdam filed a PIL (2367 of 2012) dated February 6, 2012 before the Punjab and Haryana
High Court against the State of Haryana, our Company and others for quashing the acquisition of
approximately 278 acres of land situated at village Wazirabad, Gurgaon, by State of Haryana. The
petitioner further sought quashing of letter of allotment dated February 9, 2010 issued by the Haryana
State Industrial & Infrastructure Development Corporation Limited by which approximately 350 acres of
land at village Wazirabad, Gurgaon was allotted to our Company. The petitioner further sought that the
ownership and possession of the said land be reverted to the Gram Panchayat of Wazirabad and our
Company be restrained from carrying out any construction activity on the said land. The petitioner has
alleged that the acquisition of the land was not for public purposes as is required under the Land
Acquisition Act, 1894. The Punjab and Haryana High Court passed an order dated August 13, 2012
staying all construction activity on the said land. The matter is currently pending.

6. Raj Kumar filed a PIL (6553 of 2012) dated February 22, 2012 before the Punjab and Haryana High Court
against the State of Haryana, our Company and others for quashing the acquisition of 274.875 acres of
land situated at Wazirabad, Gurgaon, by State of Haryana and the subsequent allotment of 350.715 acres
of land by letter dated February 9, 2010 to our Company. The petition also sought that an independent
enquiry be constituted leading to change in use of the said land to non-forest purposes in violation of the

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provisions of the Punjab Land Preservation Act, 1900 and the Forest Conservation Act, 1980 and further
sought that our Company be restrained from carrying out any construction activity on the said land or
create third party rights. The petitioners alleged that part of the said land was covered under the ‘Aravali
Plantation Scheme’ and our Company has not obtained the prior permission of the concerned authorities
for using the said land for non-forest purposes. The Punjab and Haryana High Court passed an order dated
August 13, 2012 staying all construction activity on the said land. The matter is currently pending.

7. Rohtash Singh filed a PIL (20548 of 2012) dated October 9, 2012 before the Punjab and Haryana High
Court against the State of Haryana, our Company and others for quashing the acquisition of petitioner’s
land admeasuring 1 bigha 9 biswa, 4 biswansi situated at village Wazirabad, Gurgaon, by State of
Haryana. The petitioner also sought quashing of the order dated November 14, 2007 by which the said
land was allotted by Haryana Urban Development Authority to Haryana State Industrial and Infrastructure
Development Corporation (“HSIIDC”) and quashing of letter dated February 9, 2010 by which the said
land was allotted by HSIIDC to our Company. The petitioner further sought the ownership and possession
of the said land to be reverted back to the petitioner and that our Company be restrained from carrying out
any construction activity or change the nature of the land or create third party rights on the said land. The
petitioner has alleged that the acquisition of the land was for ‘public purposes’ and was instead utilized by
our Company’s for commercial purposes. The Punjab and Haryana High Court pursuant to an order dated
October 12, 2012, adjourned the matter and directed it to be heard with the case of Om Parkash Mukadam
(2367 of 2012).The matter is currently pending.

8. The Karnataka State Pollution Control Board (“KSPCB”) vide order dated August 19, 2011 refused
consent to our Company under section 25 of the Water (Prevention and Control of Pollution) Act, 1974 for
development of 414 acres of land in Bangalore. Our Company filed an appeal (26 of 2011) before the
Karnataka State Appellate Authority, Bangalore against the order passed by the KSPCB. The matter is
currently pending.

9. Sunil Singh (“Petitioner”) filed a public interest litigation (CWP no. 20032 of 2008) dated October 23,
2008 before the Punjab and Haryana High Court against the Ministry of Environment and Forests, the
Central Ground Water Board and our Company alleging, among other things, that environmental clearance
was granted to our Company in relation to the project ‘DLF Cyber City’, Gurgaon without proper
verifications of the information submitted and without proper assessments of the ground situation with
regard to water, power, traffic, pollution etc. and in violation of environment impact assessment
notification S.O.I (E) dated July 7, 2004. The Petitioner has, among other things, sought direction that the
environmental clearance granted for the project ‘DLF Cyber City’, Gurgaon be set aside. The Punjab and
Haryana High Court, by way of an order dated December 17, 2008, took on record that the Petitioner has
restricted his prayer to the regulation of sub soil/ground water in DLF Cyber City, Gurgaon. Accordingly,
the petition was limited in its scope by the Punjab and Haryana High Court only to regulation of drawal of
sub soil/ground water in DLF Cyber City, Gurgaon. The matter is currently pending.

Arbitration proceedings

1. I P Support Services (India) Limited (“IP Support”) filed an appeal (5910 of 2011) before the Punjab and
Haryana High Court against an order dated March 22, 2011, of the Additional District Judge, Gurgaon,
dismissing IP Support’s petition (1 of 27.01.2011) under section 9 of the Arbitration and Conciliation Act,
1996, for an injunction against our Company from creating third party rights in relation to certain property
at Phase V, Gurgaon. The said property was the subject matter of an agreement for sale entered into
between IP Support and our Company, which was terminated on account of our Company not being able
to obtain an approval from the related authorities. The consideration for the agreement for sale was `
1,001.27 million. Pursuant to an order of the Punjab and Haryana High Court dated October 5, 2012, an
arbitral tribunal was constituted in arbitration petition number 59 of 2012.

During the pendency of the appeal, IP Support filed an interim application before the arbitral tribunal
under section 17 of the Arbitration and Conciliation Act, 1996 and a claim petition on November 24, 2012,
praying for specific performance of the agreement for sale by our Company. Consequently, IP Support
filed an application for withdrawal of the appeal, which was accepted by the Punjab and Haryana High
Court on December 21, 2012, with liberty to pursue the remedy of interim measures in terms pursuant to
the interim application before the arbitral tribunal. An amended petition was filed by IP Support before the
arbitral tribunal on January 11, 2013 seeking an order of injunction against our Company from creating
third party rights or altering the nature of the said property. The matter is currently pending.

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2. Amway India Enterprises Private Limited (“Amway”) filed a petition (12 of 2011) against our Company
and DLF Utilities Limited before the Additional District Judge, Gurgaon under section 9 of the
Arbitration and Conciliation Act, 1996, for an injunction against our Company from disposing or creating
any third party rights in relation to the plot proposed to be developed as Tower V, Golf Centre at Phase V,
Gurgaon. The said property was the subject matter of a letter of intent entered into between Amway and
our Company, which was terminated on account of our Company not being able to obtain necessary
approvals from the related authorities. The consideration for the proposed agreement ` 1,166 million.
Pursuant to an order dated January 25, 2012, the Additional District Judge, Gurgaon held that since the
letter of intent entered into by the parties did not contain an arbitration clause, the petition for injunction
against our Company was liable to be dismissed. Amway has filed an appeal (3711 of 2012) before the
Punjab and Haryana High Court against the above order. The matter is currently pending.

Amway had also filed a petition (82 of 2011) before the Punjab and Haryana High Court under section 11
of the Arbitration and Conciliation Act, 1996 for the appointment of an arbitrator, which is currently
pending.

3. Our Company instituted an arbitration proceeding before a sole arbitrator by filing a claim statement on
June 14, 2003 against Birla XVL Limited (now Digjam Limited) and Saurashtra Chemicals Limited
(“Respondents”). The claim of our Company was in relation to three purchase orders placed with our
Company by one of the Respondents for system engineering, supply of equipments and for erection and
commissioning of one high pressure and one low pressure turbine generator set. Our Company alleged,
among other things, that on account of failures of one of the Respondents in complying with its contractual
obligations, our Company had suffered losses. Accordingly, our Company claimed, under several heads,
approximately ` 168.30 million, interest at 24% per annum and costs and expenses.

Subsequently, Saurashtra Chemicals Limited (“Saurashtra”) filed a suit against our Company in the Court
of Civil Judge, Porbandar, Gujarat (CMA. 15/2005) for recovery of approximately Rs 1,308.82 million
alongwith interest at 24% per annum. The claim was in relation to the same purchase orders in relation to
which our Company had instituted an arbitration proceeding. The claim amount included the advances
made against bank guarantee and payments made for the supplies and services to our Company and
alleged claim amounts on account of abandonment of the supply by our Company. Our Company raised
certain preliminary objections which were disposed of by the civil judge by an order dated February 2,
2010. Aggrieved by the order of the civil judge disposing the preliminary objections, our Company filed a
civil revision application before the Gujarat High Court (Civil Revision Application no. 121 of 2010). The
Gujarat High Court, by an order dated May 11, 2011 observed that the arbitration proceeding filed by our
Company is in relation to the same contract upon which Saurashtra has filed the suit before the civil judge.
Accordingly, the Gujarat High Court, with the consent of the parties, directed Saurashtra to file its
counterclaim in respect of its claim made in the civil suit before the arbitrator and to withdraw the suit
filed before the civil judge.

Pursuant to the order of the Gujarat High Court, Saurashtra has filed a counter claim dated August 10,
2011 before the arbitrator in the arbitration proceeding between our Company and the Respondents
claiming, at the highest, approximately ` 1,244.85 million, interest at 24% per annum and costs. The
arbitration proceeding is currently pending.

Criminal proceedings

1. The Haryana State Pollution Control Board (“HSPCB”) filed three complaints (40 of 2008, 59 of 2009
and 238 of 2009) before the Special Environment Court (“SEC”) Faridabad for alleged violation of the
Environment Protection Act, 1986 by starting construction of the Star Mall, Mall of India and Gymkhana
Club located at Gurgaon, Haryana, without obtaining prior environment clearance from the Central
Government as required under notifications dated January 27, 1994, July 7, 2004 and September 14, 2006
issued by the Ministry of Environment and Forests, Government of India. Our Company received
environmental clearances dated February 4, 2008, July 30, 2007 and June 19, 2008 for the respective
projects. The proceedings are currently pending.

2. Harish Kumar Puri filed a first information report (“FIR”) (433 of 2006) dated June 30, 2006 against our
Company and the Directors alleging illegality in cancellation of plot admeasuring 167.22 square yards at
Dilshad Gardens, New Delhi, allotted to the complainant’s father on failure to comply with the provisions

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of the (now repealed) Urban Land (Ceiling and Regulation) Act, 1976 and directions of the competent
authorities. The complainant alleged that although requisite consideration was paid for the plot, neither
was the possession granted nor was the sale deed executed and the allotment was fraudulently cancelled
and the plot was subsequently allotted to a third party. The police filed a final report dated January 7, 2012
before the Additional Chief Metropolitan Magistrate, (“ACMM”) Karkadooma stating that no criminal
case is made out and the matter was of civil nature. Subsequently, the complainant filed a protest petition
dated May 30, 2012 before the ACMM, Karkadooma. The ACMM, Karkadooma passed an order dated
October 8, 2012 directing the investigating officer to carry out further investigation. The matter is
currently under investigation.

3. Sudha Gupta filed FIR (205 of 1997) dated February 4, 1997 against our Company, Trilok Chand Goyal,
our Managing Director, and Valsala and Sarup Chand Ansal, employees of our Company, for cancellation
of plot at DLF Qutub Enclave, Gurgaon, initially allotted to the complainant due to non-payment of
preferential location charges with the first instalment as required under the plot buyers agreement by the
complainant. The complainant further alleged that the said plot was fraudulently allotted to a third party.
The investigating officer filed final report in 2008 before the Metropolitan Magistrate, New Delhi stating
that no criminal case is made out and the matter was of civil nature, against which the complainant filed a
protest petition dated January 6, 2009. The Metropolitan Magistrate passed an order dated July 25, 2011
taking cognizance of the matter and summoning our Company, Trilok Chand Goyal, Valsala and Sarup
Chand Ansal under section 420 of the Indian Penal Code. Our Company, Trilok Chand Goyal, Valsala and
Sarup Chand Ansal filed two revision petitions dated November 23, 2011 and November 30, 2011 before
the Additional Sessions Judge, New Delhi to quash the order dated July 25, 2011 passed by the Magistrate.
The Additional Sessions Judge passed orders dated November 30, 2011 and November 24, 2011 staying
the proceedings of the trial court. The matter is currently pending.

Proceedings initiated by SEBI

1. Kimsuk Krishna Sinha filed a writ petition (7976 of 2007) against SEBI, Sudipti Estates Private Limited
(“Sudipti”) and our Company, before the Delhi High Court. Mr. Sinha alleged that he had incurred a loss
of ` 310 million as a result of entering into certain business transactions with Sudipti in 2006, while
Sudipti was being controlled by two wholly owned subsidiaries of our Company, namely, DLF Home
Developers Limited (“DHDL”) and DLF Real Estate Developers Limited. He filed an FIR (249 of 2007)
against Sudipti on April 26, 2007. Mr. Sinha stated that our Company had not disclosed Sudipti as an
associate company or related party, nor had any information regarding the above-mentioned FIR against
Sudipti been disclosed in the revised prospectus filed on May 25, 2007 during the IPO of our Company,
and thus prayed for a direction to SEBI to investigate the affairs of our Company. The writ petition was
allowed by the Delhi High Court on April 9, 2010, against which three separate appeals were filed by
SEBI, Sudipti and our Company, respectively. The above appeals were disposed of by a common order of
the Division Bench of the Delhi High Court, dated July 21, 2011, with directions to SEBI to investigate the
matter based on the two complaints filed before SEBI by Mr. Sinha on June 4, 2007 and July 19, 2007, in
relation to the above-mentioned non-disclosure.

Pursuant to the order of the Delhi High Court, the whole time member of SEBI passed an order dated
October 20, 2011, stating that SEBI shall investigate into the allegations levelled by Mr. Sinha and that the
said investigation shall focus on the violations, if any, of the provisions of the erstwhile Securities and
Exchange Board of India (Disclosure and Investor Protections) Guidelines, 2000 read with the relevant
provisions of the Companies Act, 1956. Stating such order had been passed based on considerations other
than the two complaints filed by Mr. Sinha, our Company filed a writ petition (8128 of 2011) before the
Delhi High Court (Single Judge) against this order, which was disposed off pursuant to an order dated
January 3, 2012. Subsequently, our Company filed a letters patent appeal (100 of 2012) before the Delhi
High Court (Division Bench) against the order dated January 3, 2012, and for quashing of the order dated
October 20, 2011, which was dismissed pursuant to an order dated November 20, 2012. Currently, the
investigation by SEBI is ongoing.

Apart from the proceeding before SEBI, Kimsuk Krishna Sinha had also filed a suit (197 of 2010) dated
January 25, 2010 against Sudipti Estates Private Limited (“Sudipti Estates”), our Company, DLF Home
Developers Limited and DLF Estate Developers Limited and others, before the Delhi High Court for the
recovery of ` 310 million along with pendent lite and future interest and for lifting the corporate veil of
Sudipti Estates. Mr. Sinha alleged that he had incurred a loss of ` 310 million as a result of entering into

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certain business transactions with Sudipti Estates in 2006. The matter is currently pending. The reference
has also been provided in the proceedings before SEBI regarding the above case.

2. Our company has received, on April 5, 2013, a copy of the complaint dated February 18, 2013 from Vijay
Sharma filed before SEBI regarding enquiry on the allegations made by Kimsuk Krishna Sinha on the
current investigation by SEBI concerning the initial public offering by our Company in 2007 with the
request that he would like to assist SEBI in the aforesaid investigation. Our Company has not received any
notice from SEBI in this regard.

Proceedings under the Competition Act, 2002

1. The Competition Commission of India (“CCI”) passed order dated August 12, 2011 in case no. 19 of 2010
arising out of information filed under Section 19 of the Competition Act by Belaire Owners’ Association
against our Company as well as Haryana Urban Development Authority (“HUDA”) and Department of
Town and Country Planning, Haryana (“DTCP”) alleging, among other things, abuse of dominant
position, imposition of arbitrary, unfair and unreasonable conditions in the apartment buyers agreement
entered into with the apartment allottees of the housing complex ‘the Belaire’, at Gurgaon, Haryana
developed by our Company. CCI, in its order, held that our Company had contravened Section 4 of the
Competition Act by abusing dominant position and imposing unfair conditions in the said agreement. By
the said order, CCI directed our Company and its group companies to cease and desist from formulating
and imposing such unfair conditions in its agreements with buyers in Gurgaon, and to suitably modify the
unfair conditions within three months of the date of receipt of the order. CCI also imposed a penalty of `
6,300 millions on our Company.

Against the aforesaid order passed by CCI, our Company has filed an Appeal (No. 20/2011) dated October
7, 2011 before the Competition Appellate Tribunal (“COMPAT”) in the matter of DLF Limited versus
Competition Commission of India and others. An application for stay was also filed along with the said
appeal. The COMPAT passed an order dated November 9, 2011 granting stay of payment of penalty of `
6,300 million imposed by CCI on the condition that if penalty is upheld, it would be paid along with 9%
interest. The COMPAT also directed that the direction relating to the modification of unfair conditions be
kept in abeyance. The said appeal is currently pending.

During the pendency of the said appeal, in order to consider the question of unfairness of the terms and
conditions of the apartment buyers agreement, COMPAT, by an order dated March 29, 2012, directed that
CCI may consider the suggestion filed by the parties as directed in the order dated November 9, 2011.
COMPAT, thus, remitted the matter to CCI to consider the said suggestion and pass an order under
Section 27(d) of the Competition Act. Thereupon, our Company filed a review petition before COMPAT
and by order dated May 21, 2012, it was clarified that the said direction given to CCI by order dated
March 29, 2012 was merely for the purpose of iterating the manner and the extent of the modification to be
made in terms of the impugned order dated August 12, 2011 and it was also made clear that the question of
modifying the said terms and conditions of the appellant, could arise only after a final determination on the
question of the correctness of the findings of CCI made by COMPAT in the said pending appeal.
Thereafter, CCI considered the suggestion of the rival party regarding modification of the terms of the
agreement and passed a supplementary order dated January 3, 2013. Based on this supplementary order,
CCI also gave certain directions under Section 42 of the Competition Act in respect of three applications
filed by Belaire Owners’ Association which were filed earlier and were then pending before CCI.

The said supplementary order dated January 3, 2013 was also challenged in appeal before COMPAT by
our Company in Appeal No. 8/2013. The appeal is currently pending and is directed to be heard along with
the main Appeal No. 20/2011. On a stay application filed along with the said appeal, an order dated
February 12, 2013 was passed by COMPAT wherein COMPAT noted that CCI had itself made it clear in
respect of the subsequent orders passed in pursuance of the order dated January 3, 2013 that the final
execution thereof shall be subject to the final outcome of the main Appeal No. 20/2011 pending before
COMPAT. It was also noted in the said orders that nothing can proceed in terms of the purported order
under Section 42 of the Competition Act, unless the appeal before COMPAT itself is finally decided. It
was also clarified that if the proposed owners choose to make the payments as demanded by DLF and get
possession, then those payments would be without prejudice to their rights in the main appeal.

2. The CCI passed order dated January 31, 2012 in case no. 67 of 2010 arising out of information filed under
Section 19 of the Competition Act by Magnolias Flat Owners Association against our Company as well as

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HUDA and DTCP alleging, among other things, abuse of dominant position, imposition of arbitrary, unfair
and unreasonable conditions in the apartment buyers agreement entered into with the apartment allottees of
the housing complex ‘The Magnolias’, at Gurgaon, Haryana developed by our Company. CCI, in its order,
held that our Company had contravened Section 4 of the Competition Act by abusing dominant position
and imposing unfair conditions in the said agreement. By the said order, CCI directed our Company and its
group companies to cease and desist from formulating and imposing such unfair conditions in its
agreements with buyers in Gurgaon, and to suitably modify unfair conditions within three months of the
date of receipt of the order. CCI also noted in the said order that the penalty has already been imposed on
our Company in Case No. 19 of 2010, relating to the Belaire project, therefore it would not be appropriate
to impose penalty separately again in the instant case as the nature of contravention is identical and is in
the same relevant market.

Against the aforesaid order passed by CCI, our Company has filed an appeal (no. 19/2012) dated April 9,
2012 before the COMPAT in the matter of DLF Limited versus Competition Commission of India and
others. An application for stay was also filed along with the said appeal. The COMPAT passed an order
dated April 12, 2012 noting that the order dated November 9, 2011 passed in Appeal No. 20 of 2011 and
22 of 2011 shall cover this case also in so far as it is applicable to this appeal and granted stay on the same
terms as in the case of Belaire in Appeal No. 20/2011. The appeal is currently pending.

During the pendency of the said appeal, in order to consider the question of unfairness of the terms and
conditions of the apartment buyers agreement, COMPAT, by an order dated July 18, 2012 directed the
rival party to approach the CCI with draft modifications since in Appeal No.20 of 2011, 22 of 2011, 23 of
2011 and 20 of 2012, draft modifications have been filed and transmitted to CCI. Thereafter, CCI
considered the suggestion of the rival party regarding modification of the terms of the agreement and
passed a supplementary order dated January 10, 2013 based on the supplementary order dated January 3,
2013 passed in the case no. 19 of 2010.

The said supplementary order dated January 10, 2013 has been challenged by our Company in appeal
before COMPAT. Along with the said appeal, a stay application has been filed on February 11, 2013
before COMPAT by our Company in Appeal No. 11/2013. The said Appeal is pending along with the stay
application. The COMPAT, through an order dated April 2, 2013, directed that those persons who want to
make payment may do so without prejudice to their rights and that our Company shall not take any action
such as cancellation of agreement(s) in case the persons, who are not interested in making payments at
present, do not make any such payments during the pendency of the appeal.

An application has also been filed under Section 42 read with Section 48 of the Competition Act filed by
the Magnolias Flat Owners Association before CCI on January 17, 2013 for alleged contravention of the
order dated January 31, 2012 passed by CCI under section 27, in case no. 67/10. Another application has
also been filed on behalf of an allottee in Magnolias, Brij Raj Singh on January 23, 2013 under sections 33
and 42 of the Competition Act for interim directions/orders including stay of demand letter dated
November 28, 2012 issued by our Company allegedly in contravention of the CCI order dated January 3,
2012.

The aforesaid applications under Section 42 of the Competition Act, 2002 are pending.

3. The CCI passed order dated August 29, 2011 in case no. 24, 30, 31, 32, 33, 34 and 35 of 2010 arising out
of information filed under Section 19 of the Competition Act by Pushkar Dutt Sharma and in some cases
along with Kiran Sharma against our Company and DHDL as well as HUDA and DTCP alleging, among
other things, abuse of dominant position, imposition of arbitrary, unfair and unreasonable conditions in the
apartment buyers agreement entered into with the apartment allottees of the housing complexes ‘ The
Belaire and DLF Park Place’, at Gurgaon, Haryana developed by our Company and DHDL respectively.
CCI passed a common order alongwith Case No. 18/2010 dated August 29, 2011.

Against the aforesaid order passed by CCI, our Company and DHDL have filed an appeal (no. 23/2011)
dated October 28, 2011 before the COMPAT in the matter of DLF Ltd and DLF Home Developers
Limited versus Competition Commission of India and others. An application for stay was also filed along
with the said appeal. The COMPAT passed an order also dated November 9, 2011 granting stay on the
same terms as in the case of Belaire in Appeal No. 20/2011. The said appeal is currently pending.

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CCI passed a common Supplementary order dated January 10, 2013 in Case Nos. 24, 30, 31, 32, 33, 34
and 35 of 2010 along with Case No. 18 of 2010 based on the Supplementary Order dated January 3, 2013
passed in Case No. 19/2010.

4. The CCI passed an order dated November 14, 2011 in a case (case no. 55 of 2010) arising out of
information filed under Section 19 of the Competition Act by Mili Marketing Private Limited against our
Company, HUDA and DTCP alleging, among other things, abuse of dominant position and imposition of
unfair and unreasonable conditions in the apartment buyers agreement entered into with the apartment
allottees in relation to a residential project ‘the Belaire’, at Gurgaon, developed by our Company. As per
the order, CCI held that our Company had contravened Section 4 of the Competition Act and observed that
since, among other things, the facts of the case are identical with case no. 19 of 2010 which had already
been decided by the CCI vide its order dated August 12, 2011, there is no need to pass any separate order
in the present case. The case was, therefore, disposed off in terms of the order dated August 12, 2011
passed in case no. 19 of 2010.

Our Company has filed an appeal (appeal no. 12 of 2012) dated January 16, 2012 before the COMPAT in
the matter of DLF Limited versus Competition Commission of India and others, against the foregoing
order passed by the CCI. The appeal is currently pending.

5. The CCI passed an order dated January 31, 2012 in two cases (case no. 43 of 2011 and case no. 44 of
2011) arising out information filed under Section 19 of the Competition Act by Harvatar Singh Arora and
Gurjit Kaur Arora against our Company alleging, among other things, abuse of dominant position and
imposition of arbitrary, unfair and unreasonable conditions in the apartment buyers agreement entered
into with the apartment allottees of the housing complex ‘the Belaire’, at Gurgaon, developed by our
Company. CCI in its order, held that our company had contravened Section 4 of the Competition Act by
abusing dominant position and by imposing unfair conditions in the said agreement and observed that the
order dated August 12, 2011 passed in case no. 19 of 2010 squarely covers the facts and issues of these
cases as well. Since penalty has already been imposed upon our Company in case no. 19 of 2010, the CCI
does not find it fit to impose penalty in these two cases and also observed that the order of ‘cease and
desist’ passed in case no. 19 of 2010 will be applicable in these two cases also.

Our Company has filed an appeal (appeal no. 20 of 2012) dated April 16, 2012 before the COMPAT in the
matter of DLF Limited versus Competition Commission of India and others, against the foregoing order
passed by the CCI. The COMPAT passed an order dated April 26, 2012 tagging the said matter with
Appeal No.20 of 2011 and also stated that the injunction order passed in Appeal No. 20 of 2011 shall be
operative so far as this case is concerned. The said appeal is currently pending.

6. Information was filed by Dinesh Trehan (“Informant”) on July 30, 2012 under Section 19 (1) of the
Competition Act against our Company before the CCI. The Informant alleged, among other things, abuse
of dominant position by our Company in relation to development of the housing complex ‘the Belaire’, at
Gurgaon. The CCI considered the matter and referred it to the Director General for investigation by its
order dated September 19, 2012. The Director General submitted the investigation report to the CCI. The
CCI considered the investigation report of the Director General and decided to proceed further in the
matter in accordance with the provisions of the Competition Act. The investigation report has been shared
by the CCI with our Company and the CCI has directed our Company to file its reply on the matter. The
CCI has also directed the Informant as well as our Company to appear before it for oral hearing on March
21, 2013. Our Company has filed its reply and appeared before the CCI through its authorized
representatives on the date of oral hearing. The matter is currently pending.

7. Information was filed by DGCOM Buyers & Owners Association (“Informant”) on May 24, 2012 under
Section 19 (1) (a) of the Competition Act before the CCI (case no. 29/2012) against our Company and
DLF Southern Homes Private Limited (“DLF Southern Homes”), our Subsidiary. The Informant alleged,
among other things, abuse of dominant position by DLF Southern Homes in relation to a housing project
situated at Old Mahabalipuram Road, IT Express Corridor, Chennai. The CCI, by way of an order dated
November 27, 2012, held that no prima facie case was made out by the Informant to hold DLF Southern
Homes or the group of our Company and DLF Southern Homes as dominant in the relevant market, and
accordingly closed the proceedings.

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The Informant has filed an appeal (appeal no. 10 of 2013) dated January 31, 2013 before the COMPAT in
the matter of DGCOM Buyers & Owners Association v. DLF Limited, DLF Southern Homes Private
Limited and the CCI, against the foregoing order passed by the CCI. The appeal is currently pending.

8. Information was filed by Jyoti Swaroop Arora (“Informant”) on September 20, 2011 before the CCI (case
no. 59 of 2011) under Section 19 (1) of the Competition Act. The Informant alleged, among other things,
that the members of Confederation of Real Estate Developers’ Association of India (“CREDAI”) have an
agreement for practices which are anti-competitive. As per the Informant, such practices relate to matters
including onerous and one-sided clauses in the flat buyers agreements and issuance of advertisements and
allotment letter without taking the necessary approval from the concerned authorities. The CCI passed an
order dated December 15, 2011 under Section 26 (1) of the Competition Act stating that it was prima facie
clear that certain practices which were being commonly carried on by many real estate developers in India
were indirectly determining the sale prices in the market of services relating to real estate provided by
them and also potentially limiting the provision of such services. The CCI further stated that such conduct
of residential apartment complex builders was indicative of the existence of a prima facie contravention of
Section 3 (3) of the Competition Act. Hence, CCI directed the Director General to conduct an investigation
into the matter.

The Director General issued a notice on April 27, 2012 requisitioning information from our Company; a
response to which was submitted by our Company to the Director General on May 24, 2012. The matter is
currently pending with the Director General.

Proceedings in relation to allotment or transfer or transmission of Equity Shares

Our Company is involved in a few proceedings before the Company Law Board and other courts in relation
to allotment or transfer of Equity Shares. The petitioners/ complainants have principally sought relief for
transfer or transmission of Equity Shares from other shareholders in their name or for allotment of Equity
Shares. In some of these cases, the claim for allotment of Equity Shares is based on the ground that the
petitioners/ complainants are the legal heirs of a deceased shareholder, or on the ground that bids had been
submitted with certain brokers at the time of the initial public offering, which were not registered with our
Company by such brokers.

B. Cases filed against the Subsidiaries

Civil proceedings

1. Tara Chand and 10 others filed a writ petition (6230 of 2010) dated April 5, 2010 before the Punjab and
Haryana High Court against the State of Haryana, DLF Homes Panchkula Private Limited (“DLF
Homes”), our Subsidiary and 71 others. The State of Haryana issued notification under section 4 of the
Land Acquisition Act, 1894 for acquiring 809.79 acres of land situated at Panchkula, Haryana. However,
the petitioners have alleged that the State of Haryana has falsely exempted land admeasuring 118 acres
held by DLF Homes from its acquisition and has subsequently acquired only 673.79 acres of land at
Panchkula, Haryana. The petitioners have challenged the said acquisition of land at Panchkula and seeks to
quash the license issued by the Director, Town and Country Planning, Haryana and the environmental
clearance granted by the Additional Director (Impact Assessment), Ministry of Environment and Forest,
Government of India to DLF Homes to construct residential colonies on the said land. The Punjab and
Haryana High Court passed an order dated April 6, 2010 staying the dispossession of the land and further
restraining DLF Homes from constructing on the said land. DLF Homes filed a SLP (21323-21325 of
2010) dated July 10, 2010 in the Supreme Court against the order of the Punjab and Haryana High Court
dated April 6, 2010. The Supreme Court through an order dated July 23, 2010 has stayed the operation of
the order dated April 6, 2010. The matter is currently pending.

In addition to the above, Harvinder Mohan, Sant Ram, the Haryana Wakf Board Ambala Cantt., Shama
Rani, Able Impex and Gurmeet Singh have filed separate writ petitions before the Punjab and Haryana
High Court against the State of Haryana, DLF Homes and others challenging the abovementioned
acquisition of land at Panchkula, Haryana and in some cases, seeks to quash the license issued by the
Director, Town and Country Planning, Haryana and the environmental clearance granted by the Additional
Director (Impact Assessment), Ministry of Environment and Forest, Government of India to DLF Homes
to construct residential colonies on the said land. All the matters are to be heard with the writ petition of
6230 of 2010 after the decision of Supreme Court in SLP (21323-21325 of 2010).

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2. Gurmail Singh and 2 others filed a writ petition (15481 of 2010) dated August 24, 2010 before the Punjab
and Haryana High Court against the State of Haryana, DLF Commercial Developers Limited (“DLF
Commercial”), our Subsidiary and 3 others. The State of Haryana issued notification under section 4 of
the Land Acquisition Act, 1894 for acquiring 809.79 acres of land situated at Panchkula, Haryana.
However, the petitioners have alleged that the State of Haryana has falsely exempted land admeasuring
95.49 acres and 24.32 acres held by DLF Homes from its acquisition. The petitioners have challenged the
said acquisition of land at Panchkula and release of land held by DLF Commercial. The Punjab and
Haryana High Court passed an order dated November 25, 2010 dismissing the writ petition. The
petitioners filed a review application (235 of 2011) before a division bench of the Punjab and Haryana
High Court. The Punjab and Haryana High Court vide its order dated July 15, 2011 dismissed the review
application The petitioners filed a SLP (31341-42 of 2011) before the Supreme Court challenging the
orders of the Punjab and Haryana High Court dated November 25, 2010 and July 15, 2011. DLF Homes
has filed an application dated August 8, 2012 on behalf of DLF Commercial to insert the name of DLF
Homes in place of DLF Commercial. The matter is currently pending.

3. Central Coalfields Limited (“Central Coalfields”) filed a petition dated January 14, 2004 before the
Jharkhand State Electricity Regulatory Commission (“JSERC”) for fixation of tariff for a power plant
built by DLF Power for Central Coalfields Limited (“Central Coalfields”). On July 12, 2004 by Minutes
of Meeting both DLF Power Limited (“DLF Power”) and Central Coalfields requested JSERC for fixation
of tariff. JSERC passed an order dated December 4, 2004 fixing the tariff against which Central Coalfields
filed review petition dated January 31, 2005 before JSERC to modify or recall the said order. JSERC by
order dated February 28, 2005 dismissed the petition. Aggrieved by this order, Central Coalfields filed an
appeal (166 of 2005) before the Appellate Tribunal for Electricity at New Delhi. The Appellate Tribunal
for Electricity, New Delhi passed an order dated May 11, 2006 rejecting the appeal. Both Central
Coalfields and DLF Power filed appeals (C.A.No. 3561 of 2006 and C.A. No. 3109 of 2006) before the
Supreme Court challenging the order dated May 11, 2006. The Supreme Court passed an order dated July
11, 2007, directing M/s Ernst & Young to determine the ‘capital costs’ and to submit the findings to
JSERC in order to determine the tariff. JSERC passed an order dated March 4, 2008 and determined the
tariff on the basis of M/s Ernst & Young’s determination of ‘capital costs’. Central Coalfields filed an
application (I.A. No. 2 in C.A. 3561) before the Supreme Court against the order of the JSERC dated
March 4, 2008 on the ground that the ‘capital cost’ was determined by M/s Ernst & Young only on the
basis of documents provided by DLF Power without according them any opportunity of being heard. The
Supreme Court by an order dated April 1, 2009 disposed off both the appeals simultaneously and directed
the Appellate Tribunal for Electricity at New Delhi to consider the matter on merits. The Appellate
Tribunal for Electricity at New Delhi passed an order dated July 31, 2009 determining the tariff. Central
Coalfields has filed an appeal (7403 of 2009) before the Supreme Court against the order of the Appellate
Tribunal for Electricity at New Delhi dated July 31, 2009. The Supreme Court has passed an interim order
dated September 14, 2012 directing Central Coalfields to pay DLF Power the tariff as fixed by the order
dated July 31, 2009.

DLF Power (now Eastern India Powertech Limited) has filed a contempt petition on January 28, 2013
against Central Coalfields Limited before the Supreme Court for non-payment of tariff in violation of
order dated September 14, 2012. The matters are currently pending.

4. Khazan Singh and others have filed a special leave petition (5137 of 2011) against the State of Haryana,
Gram Panchayat, village Wazirabad and others, including Viklap Agro Industries Private Limited, Dream
Land Agro Industries Private Limited, Vishram Agro Private Limited, Vidhur Cultivation Private Limited
and Prashant Krishi Udyog Private Limited, which were later merged into DLF Utilities Limited before the
Supreme Court. Suraj Bhan and others from village Wazirabad had filed a writ petition (8186 of 1998)
against the respondents before the Punjab and Haryana High Court (Single Bench), challenging the
exchange of approximately 47.31 acres of land between the Gram Panchayat and the other respondent
companies. The Punjab and Haryana High Court (Single Bench) held the exchange of land to be valid and
accordingly, dismissed the writ petition pursuant to an order dated January 13, 2005. The petitioners filed
an appeal (69 of 2005) against the above-mentioned order before the Punjab and Haryana High Court
(Division Bench), which was dismissed by final judgment and order dated February 5, 2010.
Consequently, the current SLP has been filed against the final judgment and order of the Punjab and
Haryana High Court (Division Bench) and the matter is currently pending.

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Further, the Punjab and Haryana High Court, pursuant to an order dated February 5, 2010 dismissed
another appeal (82 of 2006) by Sher Singh and another, against the above-mentioned respondents
regarding the exchange of land forming the subject matter of the above appeal (69 of 2005), in terms of the
above mentioned order passed on the same date in the above appeal. Sher Singh Yadav filed an SLP
(26502 of 2010) before the Supreme Court, challenging the order of the Punjab and Haryana High Court.
The matter is currently pending.

5. The Goa Foundation and Edwin Mascarenhas filed a PIL (13 0f 2010) before the Bombay High Court at
Panji against Saravati Builders and Construction Private Limited (now DLF Homes Goa Private Limited),
(“Saravati Builders”), our Subsidiary and others. The petitioners have alleged that the land on which
Saravati Builders are constructing a housing project of 77,294 square meters is designated as forest land in
village Dabolim, Mormugoa, Goa. The said land was purchased by Saravati Builders from Anand Builders
for construction of apartment complexes and club houses at Dabolim, Goa. The PIL challenges the
approvals granted by various state authorities to Saravati Builders for construction of housing projects on
the said forest land which has been earmarked as a ‘no-development’ zone. Saravati Builders has filed its
reply dated February 1, 2010 before the Bombay High Court at Panaji. The Bombay High Court passed an
interim order dated January 12, 2010 restraining Saravati Builders from cutting any trees on the said land.

Susequently, the Ministry of Environment and Forests (“MoEF”) issued a letter dated April 15, 2010
keeping the environmental clearance dated January 11, 2010 granted to Saravati Builders in abeyance. The
Bombay High Court further passed an interim order dated May 2, 2012 directing the Forests Department,
Goa to inspect the said property and to submit its report. The Deputy Conservator of Forests, Forest
Department, South Goa Division filed its report before the Bombay High Court. Subsequently, DLF
Homes Goa Private Limited filed a writ petition (395 of 2011) dated July 1, 2011 before the Bombay High
Court at Goa to quash the portion of the letter dated April 15, 2010 by the MoEF keeping the
environmental clearance in abeyance. The matter is currently pending.

6. Major Vishwani and 102 other complainants filed a complaint (34 of 2010) dated February 19, 2010,
before the National Consumer Disputes Redressal Commission, New Delhi, against DLF Commercial
Complexes Limited and Ajay Khanna, for the refund of purchase amounts paid by each of the
complainants pursuant to certain agreements entered into for the purchase of properties in the DLF Towers
project at Okhla, and for grant of ` 0.2 million as compensation to each of the complainants and costs. The
complaint was originally filed by DLF Towers Okhla Owners Association, alleging deficiency in service
and unfair trade practices by the erstwhile DLF Commercial Complexes Limited on the ground that
requisite statutory approvals had not been obtained nor had construction started in three years post entering
into the said agreements, and that DLF Commercial Complexes Limited had initiated industrial
construction on the said project for the IT industry. Subsequently, in view of an objection that the
complaint was not maintainable on behalf of the association on account of it not being a registered
association, names of all the members of the association were substituted as complainants pursuant to an
order dated January 17, 2012. Pursuant to an order dated November 19, 2012, the respondents were
substituted by DLF Universal Limited.The matter is currently pending.

7. The Delhi Pollution Control Committee (“DPCC”) issued show cause notices to DLF Retailer Developers
Limited, DLF Commercial Developers Limited, Galleria Property Management Services Private Limited,
Regency Park Property Management Services Private Limited and Paliwal Developers Limited (the
“Entities”), our Subsidiaries and our Company for alleged violation of Section 25 of the Water Act and
sections 21 and 22 of the Air Act whereby consent to establish had not been obtained by the Entities and
our Company for certain projects undertaken by them at various locations. The show cause notice further
levied penalty of one per cent of the project costs on the Entities and our Company. The Entities and our
Company filed separate writ petitions before the Delhi High Court challenging the show cause notices.
The Delhi High Court passed an order dated September 30, 2010 quashing the penalty imposed on the
Entities and our Company. DPCC filed separate appeals against the Entities before the division bench of
the Delhi High Court challenging the order dated September 30, 2010. The division bench of the Delhi
High Court passed an order dated January 23, 2012 upholding the order dated September 30, 2010. DPCC
filed a SLP (21538/72 of 2012) before the Supreme Court challenging the order dated January 23, 2012.
The matter is currently pending.

8. The Assistant Estate Officer, Chandigarh, issued a show cause notice dated June 3, 2009 to DLF Infocity
Developers (Chandigarh) Limited (“DLF Infocity”) under Rule 10 and 14 of the Chandigarh Estate Rules,
2007 asking DLF Infocity to show cause as to why misuse charges should not be levied on it and to show

198

cause as to why the allotment of the land should not be cancelled for alleged violation of the terms of
allotment of 12.5 acres of land located at the Chandigarh Information Technology Park. It is alleged that
DLF Infocity leased out certain premises on the said land to non-IT companies in violation of the terms of
the allotment letter and join development agreement entered into between Chandigarh Administration and
DLF Infocity. DLF Infocity filed its replies before the Estate Officer. Subsequently, the Estate Officer,
Chandigarh passed an order dated August 20, 2010 among other things, cancelling the allotment of the
said land to DLF Infocity and forfeiture of 10% of the total consideration amount paid by DLF Infocity.
DLF Infocity has filed an appeal (239 of 2010) dated October 18, 2010 before the Chief Administrator,
Chandigarh seeking to set aside the order dated August 20, 2010 and withdrawal of the show cause notice
dated June 3, 2009. The matter is currently pending.

9. Nirmal N. Saigal (“Saigal”) filed a suit (149 of 2002) before the Court of Senior Civil Judge, Delhi against
the Union of India through the Ministry of Urban Development, the Land Development Officer, New
Delhi (“LDO”) and one of our Subsidiaries. The suit was filed seeking, among other things, that the
plaintiff be declared the owner of a parcel of land at New Delhi and that the mutation in the name of our
Subsidiary in the records of the Ministry of Urban Development and LDO be declared illegal. Our
Subsidiary filed an application (128 of 2010) on December 2, 2010 for rejecting the suit, among other
things, on account of it being time barred. The Court of Senior Civil Judge, Delhi passed an order dated
July 13, 2011 and dismissed the suit on the ground of it being barred by limitation. Saigal filed an appeal
dated August 16, 2011 before the Additional District Judge, Delhi to set aside the order dated July 13,
2011 passed by the Court of Senior Civil Judge, Delhi. The Additional District Judge, Delhi passed an
order dated March 27, 2012 dismissing the appeal. Saigal (through legal heirs) filed an appeal (119 of
2012) dated July 2, 2012 before the Delhi High Court to set aside the judgement and decree dated March
27, 2012 passed by the Additional District Judge, Delhi. The matter is currently pending.

Arbitration proceedings

1. The Owners and Occupants Welfare Association filed a civil suit (258 of 2011) before the Delhi High
Court against DLF Commercial Developers Limited, stating that the members of the plaintiff association
were allottees of certain flats at DLF Towers A and B, Jasola, New Delhi, possession of which had been
allegedly offered without obtaining the completion certificate, and without obtaining electricity and water
connections. Additionally, it was alleged that holding charges and stamp duty and registration charges
were being demanded for grant of possession of the flats by DLF Commercial Developers Limited.
Pursuant to an order of the Delhi High Court dated February 4, 2011, DLF Commercial Developers
Limited was restrained from cancelling the allotment of the flats made to the members of the plaintiff
association solely on the ground of non-payment of holding charges.

Subsequently, the civil suit was disposed of pursuant to an order of the Delhi High Court dated August 16,
2011 and the matter was referred for arbitration before a sole arbitrator and the interim order dated
February 4, 2011 with respect to holding charges was confirmed. Various charges, including holding
charges, electricity and water maintenance charges and ground rent, were not part of the purchase
consideration and these charges were disputed in the arbitration proceedings.

During the pendency of the proceedings, an application was filed by some of the claimants (“Applicants”)
before the arbitrator on October 19, 2012, stating that they have not been given possession of their
respective flats/ units in DLF Towers A and B, Jasola, New Delhi, in spite of payment of the purchase
price of the flats. Pursuant to an interim order of the arbitrator dated February 26, 2013, the Applicants
were directed to pay all maintenance charges to DLF Commercial Developers Limited within a week of the
order, consequent upon which DLF Commercial Developers Limited would be required to hand over
possession of their respective units, prior to which the registration charges of such conveyance would be
deposited with the arbitral tribunal till settlement of the matter in relation to other charges. Payment of
holding charges was not adjudicated upon in view of the stay granted by the Delhi High Court pursuant to
the order dated February 4, 2011. The matter is currently pending.

2. Vibes Developers Private Limited (“Vibes Developers”) filed statement of claim before the arbitral
tribunal on May 15, 2010 against DLF Home Developers Limited (“DHDL”) claiming, among other
things, declaration that the agreement dated November 9, 2006 was terminated illegally by DHDL, `
1081.60 million as compensation, ` 178.89 million as consolidation fees, ` 75.75 million as
reimbursement for expenses incurred under the agreement and other damages. Vibes Developers alleged
that it was to procure around 1000 bighas of land located near Jaipur for DHDL for which an agreement

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dated November 9, 2006 was entered into between the parties. DHDL issued an amount of ` 200 million to
Vibes Developers as advance and security for performance of the said agreement. Vibes Developers
further issued two post-dated cheques worth ` 100 million each as security to DHDL. DHDL alleged that
due to efflux of time, the agreement dated November 9, 2006 was terminated and subsequently a letter
dated July 11, 2007 was issued by DHDL to Vibes Developers.

DHDL has filed a counter claim dated July 24, 2010 of ` 200 million along with damages of ` 12,720
million on account of failure to perform the agreement dated November 9, 2006. The arbitration
proceeding is currently pending.

Proceedings under the Competition Act, 2002

1. CCI passed order dated August 29, 2011 in case no. 18 of 2010 arising out of information filed under
Section 19 of the Competition Act by DLF Park Place Residents Welfare Association against DLF Home
Developers Limited (“DHDL”) as well as HUDA and DTCP alleging, among other things, abuse of
dominant position, imposition of arbitrary, unfair and unreasonable conditions in the apartment buyers
agreement entered into with the apartment allottees of the housing complex ‘DLF Park Place’, at Gurgaon,
Haryana developed by DHDL. CCI, in its order, held that DHDL had contravened Section 4 of the
Competition Act by abusing dominant position and imposing unfair conditions in the said agreement. By
the said order, CCI directed DHDL and its group companies to cease and desist from formulating and
imposing such unfair conditions in its agreements with buyers in Gurgaon, and to suitably modify unfair
conditions within three months of the date of receipt of the order. CCI also noted in the said order that the
penalty has already been imposed on our Company in Case No. 19 of 2010, relating to the Belaire project,
therefore it would not be appropriate to impose penalty separately again in the instant case as the nature of
contravention is identical and is in the same relevant market.

Against the aforesaid order passed by CCI, DHDL has filed an appeal (no. 22/2011) dated October 28,
2011 before the COMPAT in the matter of DLF Home Developers Limited versus Competition
Commission of India and others. An application for stay was also filed along with the said appeal. The
COMPAT passed an order also dated November 9, 2011 granting stay on the same terms as in the case of
Belaire in Appeal No. 20/2011. The said appeal is currently pending.

During the pendency of the said appeal, in order to consider the question of unfairness of the terms and
conditions of the apartment buyers agreement, COMPAT, by an order dated March 29, 2012, directed that
CCI may consider the suggestion filed by the parties as directed in the order dated November 9, 2011.
COMPAT, thus, remitted the matter to CCI to consider the said suggestion and pass an order under
Section 27(d) of the Competition Act. Thereupon, our Company alongwith DHDL filed a review petition
before COMPAT and by order dated May 21, 2012, it was clarified that the said direction given to CCI by
order dated March 29, 2012 was merely for the purpose of iterating the manner and the extent of the
modification to be made in terms of the impugned order dated August 29, 2011 and it was also made clear
that the question of modifying the said terms and conditions of the appellant, could arise only after a final
determination on the question of the correctness of the findings of CCI made by COMPAT in the said
pending appeal. Thereafter, CCI considered the suggestion of the rival party regarding modification of the
terms of the agreement and passed a supplementary order dated January 10, 2013 based on the
supplementary order dated January 3, 2013 passed in the case no. 19 of 2010. Based on this
supplementary order, CCI also gave certain directions under Section 42 of the Competition Act in respect
of three applications filed by DLF Park Place Residents Welfare Association which were filed earlier and
were then pending before CCI.

The said supplementary order dated January 10, 2013 was also challenged in appeal before COMPAT by
DHDL in Appeal No. 9/2013 which is currently pending and is directed to be heard along with the main
Appeal No. 22/2011. On a stay application filed along with the said appeal, an order dated February 12,
2013 was passed by COMPAT wherein COMPAT noted that CCI had itself made it clear in respect of the
subsequent orders passed in pursuance of the order dated January 3, 2013 that the final execution thereof
shall be subject to the final outcome of the main Appeal No. 22/2011 pending before COMPAT. It was
also noted in the said orders that nothing can proceed in terms of the purported order under Section 42 of
the Competition Act, unless the appeal before COMPAT itself is finally decided. It was also clarified that
if the proposed owners choose to make the payments as demanded by DLF and get possession, then those
payments would be without prejudice to their rights in the main appeal.

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2. Information was filed by Owners and Occupants Welfare Association, DLF Towers, Jasola (“Informant”)
against DLF Commercial Developers Limited and DLF Services Limited, our Subsidiaries and Delhi
Development Authority under Section 19 of the Competition Act alleging abuse of dominant position by
DLF Commercial Developers Limited. The CCI, pursuant to an order dated July 4, 2012 passed under
Section 26 (2) of the Competition Act in Case No. 15 of 2012, held that no prima facie case is made out
for directing the Director General to conduct investigation in the matter. The CCI, accordingly, closed the
proceedings.

Owners and Occupants Welfare Association, DLF Towers, Jasola filed an appeal (Appeal No. 117 of
2012) before the COMPAT in September 2012, against the abovementioned order passed by the CCI. The
appeal is currently pending.

3. Information was filed by Anil Kumar (“Informant”) under Section 19 (1) of the Competition Act against
DLF Home Developers Limited (“DHDL”) before the CCI (Case No. 55 of 2012). The Informant alleged,
among other things, abuse of dominant position by DHDL including but not limited to unfair financial
pressure on the Informant, unfair charges for parking space and unfair clause in case of delay. The CCI
considered the matter and pursuant to its order dated November 27, 2012 passed under Section 26 (1) of
the Act, directed the Director General to investigate into the matter. Pursuant to the order of the CCI, the
Director General served notices on DHDL under sections 36 (2) read with Section 41 (2) of the
Competition Act dated December 28, 2012, January 22, 2013, February 22, 2013 and March 6, 2013,
March 18, 2013 and March 19, 2013 asking for details such as copy of standard apartment buyers
agreement, name and address of the projects and name and address of other builders/developers in the
vicinity. The matter is at present being investigated by the Director General.

4. An application dated November 23, 2011 was filed by Vipan Mahajan against our Company, Kushal Pal
Singh, Rajiv Singh, Trilok Chand Goyal, Pia Singh, Directors of our Company and Kameshwar Swarup, a
former Director of our Company. The application was filed under Section 42 read with Section 48 of the
Competition Act alleging violation of an order dated September 22, 2011 passed by the CCI. The alleged
violation related to cancellation of allotment of an apartment in DLF Park Place, (which has since been
restored). However, since the said project was not under our Company but was a project of DLF Home
Developers Limited (“DHDL”), our Subsidiary, the notice of hearing dated February 22, 2012 on the said
application was sent by CCI to DHDL and not to our Company. Subsequently, a show cause notice dated
May 1, 2012 was also issued under Section 42 of the Competition Act to DHDL. The reply to the said
notice has also been filed by DHDL. The matter is currently pending.

5. Information was filed by Pankaj Aggarwal and Sachin Aggarwal (“Informants”) under Section 19 (1) of
the Competition Act against DLF New Gurgaon Home Developers Private Limited (“DNGHDL”) before
the CCI (Case Nos. 13 and 21 of 2010). The Informants alleged, among other things, abuse of dominant
position by DNGHDL in respect of the DLF New Town Heights Project. The CCI considered the matter
and passed an order under Section 26 (1) directing the Director General to investigate into the matter. The
Director General after investigation filed a report on October 18, 2010. Thereafter, CCI passed an order
dated December 7, 2011 under Section 26 (8) of the Competition Act directing the Director General to file
a supplementary report as the definition of the relevant product market required further scrutiny. The
Director General filed the supplementary investigation report on October 25, 2012 which was then
circulated to the parties for their comments/objections. DNGHDL filed its comments/objections to the
report on January 25, 2013 and further filed an application dated January 31, 2013 to adjourn the matter
until determination of principal issues by the COMPAT. The matter is currently pending.

6. DLF Park Place Residents Welfare Association (“Association”) filed an application dated December 12,
2012 before the CCI under Section 42 read with Section 48 of the Competition Act alleging that DLF
Home Developers Limited (“DHDL”), our Subsidiary, had violated orders dated August 12, 2011 and
August 29, 2011 passed by the CCI by imposing similar terms and conditions on buyers in the agreement
with regard to a new project namely ‘Skycourt’ launched by DHDL in Gurgaon. The CCI by its order
dated January 1, 2013 rejected the application.

Aggrieved by the order passed by the CCI, the Association filed a writ petition (W.P. (C) 410/2013) dated
January 21, 2013 before the Delhi High Court against DHDL and the Union of India. The Delhi High
Court, by its order dated February 8, 2013 set aside the order passed by the CCI and directed that the CCI
would have the application of the Association listed before it for a fresh hearing. The CCI issued notice
dated March 28, 2013 to our Company and DHDL for a hearing. The matter is currently pending.

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C. Income tax proceedings against our Company and the Subsidiaries

1. Pursuant to a special audit under Section 142 (2A) of the Income Tax Act, the assessment for assessment
year 2009-10 was framed by the Additional Commissioner of Income Tax, New Delhi, which resulted into
an addition of ` 9,948.41 million to the income. A demand notice dated April 30, 2012 was received by
our Company demanding a sum of ` 4,573.92 million. The additional income was assessed due to
addition/disallowance including denial of deduction claimed for setting up of a special economic zone
under Section 80-IAB of the IT Act, disallowance of expenses claimed under brokerage and commission,
revenue recognition on sale of various constructed properties based on ‘percentage of completion method’
(“POC Method”).

Aggrieved by the foregoing assessment order, our Company preferred an appeal before the Commissioner
of Income-Tax (Appeals) (“CIT-A”), New Delhi, on May 22, 2012. The matter is currently pending.

2. Pursuant to a special audit under Section 142 (2A) of the Income Tax Act, the assessment for assessment
year 2008-09 was framed by the Additional Commissioner of Income Tax, New Delhi, which resulted into
an addition of ` 12,559.99 million to the income. A demand notice dated April 27, 2011 was received by
our Company demanding a sum of ` 5,468.49 million. The additional income was assessed due to
addition/disallowance including denial of deduction claimed for setting up of a special economic zone
under Section 80-IAB of the IT Act; disallowance of expenses claimed under brokerage and commission;
revenue recognition on sale of various constructed properties based on POC Method.

Aggrieved by the foregoing assessment order, our Company preferred an appeal before the CIT-A, New
Delhi (Appeal No. 60/12-13) on May 25, 2011. CIT-A passed an order dated February 12, 2013 partly
allowing the appeal. Our Company has appealed before the Income Tax Appellate Tribunal, New Delhi
(“ITAT”) through a memorandum of appeal in the prescribed form on April 11, 2013.

3. Pursuant to a special audit under Section 142 (2A) of the Income Tax Act, the assessment for assessment
year 2006-07 was framed by the Additional Commissioner of Income Tax, New Delhi, which resulted into
an addition to the income by ` 10,159.97 million. A demand notice dated May 6, 2009 was received by
our Company demanding a sum of ` 4,827.43 million. The additional income was assessed due to
addition/disallowance including disallowance of expenses claimed under brokerage and commission,
revenue recognition on sale of land, plots and various constructed properties based on POC Method,
capitalization of interest expense and deemed dividend.

Aggrieved by the foregoing assessment order, our Company appealed to the CIT-A, New Delhi (Appeal
No. 035/10-11) on June 4, 2009. CIT-A passed an order dated March 25, 2011 partly allowing the appeal.

Our Company and the Additional Commissioner of Income Tax, New Delhi have appealed before the
ITAT against the order of the CIT-A through a memorandum of appeal in the prescribed form (Appeal No.
2677/DEL-2011 and Appeal No. 3061/DEL-2011, respectively) dated May 24, 2011 and June 9, 2011,
respectively. The appeals before the ITAT are currently pending.

4. The Additional Commissioner of Income Tax, Gurgaon served a notice of demand for ` 3,913.46 million
dated December 31, 2010, pursuant to an assessment order passed for assessment year 2008-09 on DLF
Cyber City Developers Limited (“DLF Cyber City”), our Subsidiary. In the said assessment order, an
additional income of ` 11,880.46 million was arrived at for the assessment year 2008-09. The additional
income was arrived at by disallowing deduction claimed under Section 80-IAB of the IT Act which
provides for deductions in respect of profits and gains by an undertaking or enterprise engaged in
development of special economic zones.

Aggrieved by the foregoing assessment order, DLF Cyber City appealed to the CIT-A, Faridabad (Appeal
No. 155/GGN/2010-11) on January 31, 2011. CIT-A passed an order dated August 8, 2012 partly allowing
the appeal. DLF Cyber City and the Joint Commissioner of Income Tax, Gurgaon have appealed before
the ITAT against the order of the CIT-A through a memorandum of appeal in the prescribed form (Appeal
No. 5470/DEL-2012 and Appeal No.5367/DEL-2012, respectively) dated October 29, 2012 and October
19, 2012 respectively. The appeals before the ITAT are currently pending.

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5. The Additional Commissioner of Income Tax, Gurgaon served a notice of demand for ` 4,026.91 million
dated December 30, 2011, pursuant to an assessment order passed for the assessment year 2009-10 on
DLF Cyber City. In the said assessment order, an additional income of ` 8,587.50 million was arrived at
for the assessment year 2009-10. The additional income was arrived at by disallowing deduction claimed
under Section 80-IAB of the IT Act which provides for deductions in respect of profits and gains by an
undertaking or enterprise engaged in development of special economic zones.

Aggrieved by the foregoing assessment order, DLF Cybercity appealed to the CIT-A, Faridabad (Appeal
No. 503/2011-12) on February 1, 2012. CIT-A passed an order dated December 27, 2012 partly allowing
the appeal. DLF Cyber City has appealed before the ITAT against the order of the CIT-A through a
memorandum of appeal in the prescribed form dated March 12, 2013. The appeal before the ITAT is
currently pending.

6. The Deputy Commissioner of Income Tax, New Delhi served a notice of demand for ` 3,565.23 million
dated December 29, 2011, pursuant to an assessment order passed for the assessment year 2009-10, on
DLF Commercial Developers Limited (“DLF Commercial”), our Subsidiary Company. In the said
assessment order, an additional income of ` 4,003.37 million was arrived at for the assessment year 2009-
10. The additional income was arrived at by disallowing deduction claimed under Section 80-IAB of the
IT Act which provides for deductions in respect of profits and gains by an undertaking or enterprise
engaged in development of special economic zones. Due to an error the demand notice was revised vide
Order dated January 17, 2012 to ` 1,804.91 Million.

Aggrieved by the foregoing assessment order, DLF Commercial appealed to the CIT-A, New Delhi
(appeal no. 292/2011-12) on January 27, 2012. CIT-A passed an order dated February 15, 2013 allowing
the appeal in favour of DLF Commercial. No intimation has been received by DLF Commercial with
regard to filing of an appeal by the assessing officer before the ITAT, New Delhi against the order of the
CIT-A, New Delhi.

7. The Additional Commissioner of Income Tax, Gurgaon, served a notice of demand for ` 5,973.41 million
dated December 31, 2010, pursuant to an assessment order passed for assessment year 2008-09, on DLF
Info City Developers (Chennai) Limited (“DICDL”), our Subsidiary. In the said assessment order, an
additional income of approximately ` 13,523.30 million was arrived at for the assessment year 2008-09.
The additional income was arrived at by disallowing deduction claimed under Section 80-IAB of the IT
Act which provides for deductions in respect of profits and gains by undertakings or enterprise engaged in
development of special economic zones.

Aggrieved by the foregoing assessment order, DICDL preferred an appeal before CIT-A, Faridabad
(Appeal No. 154/GGN/2010-11) on January 31, 2011. CIT-A, Faridabad passed an order dated August 14,
2012 partly allowing the appeal. DICDL filed an appeal before the ITAT (Appeal No. 5469/DEL-2012) on
October 29, 2012 against the order of the CIT-A. The matter is currently pending.

8. The Assistant Commissioner of Income Tax, Gurgaon, served a demand notice for ` 4,451.20 million
dated December 30, 2011, pursuant to an assessment order passed for the assessment year 2009-10 on
DICDL. In the said assessment order, an additional income of approximately ` 9,816.42 million was
arrived at for the assessment year 2009-10. The additional income was arrived at by disallowing deduction
under Section 80-IAB of the IT Act which provides for deductions in respect of profits and gains by
undertakings or enterprise engaged in development of special economic zones.

Aggrieved by the foregoing assessment order, DICDL preferred an appeal before CIT-A, Faridabad
(Appeal No. 504/11-12) on February 1, 2012. CIT-A, Faridabad passed an order dated December 27, 2012
partly allowing the appeal. DICDL filed an appeal before the ITAT, New Delhi on March 12, 2013 against
the order of the CIT-A. The matter is currently pending.

9. The Deputy Commissioner of Income Tax, New Delhi, served a demand notice dated March 23, 2013 for
` 1,066.30 million, pursuant to an assessment order passed for the assessment year 2010-11 on DLF
Commercial. In the said assessment order, an additional income of approximately ` 2,306.29 million was
arrived at for the assessment year 2010-11. The additional income was arrived at by disallowing deduction
under Section 80-IAB of the IT Act which provides for deductions in respect of profits and gains by
undertakings or enterprise engaged in development of special economic zones.

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Aggrieved by the foregoing assessment order, DLF Commercial preferred an appeal before CIT – A, XIII,
New Delhi on March 28, 2013. The matter is currently pending.

10. The Deputy Commissioner of Income Tax, New Delhi, served a demand notice dated March 23, 2013 for
` 1,056.85 million, pursuant to an assessment order passed for the assessment year 2010-11 on DLF
Assets Private Limited (“DAPL”). In the said assessment order, an additional income of approximately `
4,737.01 million was arrived at for the assessment year 2010-11 for working out book profit for the
purpose minimum alternative tax. The additional income was arrived at by disallowing ` 4,737.01 million
from being reduced from DAPL’s book profits under Section 115-JB of the IT Act. The assessment order
disallowed the deduction from the book profits as DAPL had not, in the same assessment year, claimed a
deduction for the same amount under Section 80-IAB of the IT Act which provides for deductions in
respect of profits and gains by undertakings or enterprise engaged in development of special economic
zones.

Aggrieved by the foregoing assessment order, DAPL preferred an appeal before the CIT – A, XIII, New
Delhi on March 30, 2013. The matter is currently pending.

D. Criminal cases filed against the Directors and material Subsidiaries

In addition to the criminal cases filed against our Company in which the Director(s) have also been involved as
a party, the following are the criminal cases filed against the Directors and material Subsidiaries:

1. Vibes Developers Private Limited filed a complaint (No. 1393/ 1 of 2008) dated June 3, 2008 before the
ACMM, New Delhi against DHDL, a Subsidiary and Rajiv Singh, Director of our Company. The
complainant alleged that it was to procure certain land located near Jaipur for DHDL for which an
agreement was entered into between the parties and cheques worth ` 200 million were issued by the
complainant as security. The complainant alleged that the accused have fraudulently deposited the said
cheques after wrongful termination of the agreement, which were allegedly dishonoured on account of
insufficiency of funds. The Metropolitan Magistrate passed an order dated September 15, 2009 taking
cognizance of the matter. DHDL and Rajiv Singh filed separate petitions (4036 of 2009 and 4108 of 2009)
before the Delhi High Court seeking a stay on the order dated September 15, 2009 and quashing of the
compliant dated June 3, 2008 and summoning order dated September 15, 2009. The Delhi High Court
passed an order dated November 25, 2009 staying the proceedings before the Metropolitan Magistrate. The
matter is currently pending.

2. FIR (64 of 2010) filed by Rishabh Singhvi and others against DLF Commercial Complexes Limited (now
DLF Universal Limited) our Subsidiary and Kushal Pal Singh, Rajiv Singh and Trilok Chand Goyal and Pia
Singh, Directors of our Company and others. The complainants, who are some of the allotees in a
commercial project namely, ‘DLF Towers, Okhla’ (now called ‘Prime Towers’) at Okhla, New Delhi, being
developed by DLF Commercial (“Okhla Project”), alleged that DLF Commercial has not obtained the
requisite approval for development of the said property and further did not obtain the requisite approval for
conversion of the use of the land at the Okhla Project from ‘industrial’ to ‘commercial’ and have failed to
refund the deposits provided by the complainants and accordingly, accused them of cheating and
embezzlement of an amount of ` 3,000 million. The matter is currently under investigation.

3. Mahender Parkash Garg, an allottee of the Okhla Project, filed complaint dated March 30, 2009 before the
ACMM, New Delhi against DLF Commercial, Kushal Pal Singh and Pia Singh, Directors of our Company
and others seeking the ACMM, New Delhi to direct the relevant police officials to lodge a FIR against the
accused. The complainant alleged that DLF Commercial has not obtained consents required for the
development of the Okhla Project and has charged the complainant a higher rate than other third parties
who purchased similar space during the same time. DLF Commercial filed an application before the
ACMM to prevent the complainant from filing a FIR, as a FIR (64 of 2010) was previously lodged on
similar facts. The matter is currently pending.

4. Prabhakar Reddy filed FIR (326 of 2011) against DLF Universal Limited (“DLF Universal”), our
Subsidiary and Pia Singh, Kushal Pal Singh and Rajiv Singh, Directors of our Company. The complainant
alleged that the accused have abandoned a project for the building of apartment complexes under the name
‘DLF Towers’ undertaken by them at Banjara Hills, Hyderabad (“Banjara Hills Project”)in collaboration
with a third party and have subsequently failed to refund the amount paid by the complainant for booking
office space at the project. DLF Universal subsequently paid an amount of ` 23.78 million to the

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complainant by depositing a demand draft for the said amount with the Inspector of Police, Hyderabad vide
letter dated January 18, 2012.

5. Vansh Builders Private Limited and SBPL Infrastructure Private Limited filed FIR (308 of 2011) against
DLF Universal, Rajiv Singh, Pia Singh and Kushal Pal Singh, Directors of our Company and others. The
complainant entered into an MOU with DLF Universal for development of the Banjara Hills Project. The
complainants alleged that DLF Universal fraudulently sold the complainant’s share of the commercial
project to various third parties by claiming to be the owners of the project. The investigating officer filed
final report dated January 25, 2012 before the ACMM, Hyderabad stating that the matter was civil in
nature. The matter is currently pending.

6. Jitender Pal Bhasin filed FIR (169 of 2012) dated September 18, 2012 against Trilok Chand Goyal, Director
of our Company and others for alleged irregularities in the building of a housing complex “The Magnolias”
in Gurgaon, Haryana developed by DLF Universal. The complainant further alleged that he was allotted
two apartments in the housing complex by DLF Universal which was allegedly cancelled fraudulently by
DLF Universal and earnest money paid by him was forfeited. Our Company filed reply dated September 28,
2012 to the FIR before the Station House Officer, Phase-I, Gurgaon. The matter is currently pending.

7. Tarantej Singh Rekhi filed a complaint (555 of 2011) under section 200 of the Cr.P.C before the Judicial
Magistrate, First Class, Gurgaon against DLF Limited, Kushal Pal Singh, Director of our Company and
others. The complainant alleged that he is a shareholder and director of Simran Poultries Private Limited
(“Simran Poultries”). The complainant further alleged that our Company violated the terms of the
memorandum of association of Simran Poultries by fraudulently transferring shares and certain other
property of Simran Poultries to our Company, without his prior consent. The matter is currently pending.

8. Poonam Mehra filed complaint (No. 535/1) dated November 15, 2008 before the Illaqa Magistrate,
Ludhiana against Kushal Pal Singh and Rajiv Singh, Directors of our Company and employees of the
DHDL. The complainant entered into an MOU with representative of DHDL for procurement of land,
admeasuring 684.5 acres, located at Ludhiana. The complainant alleged that the accused coerced the
complainant to enter into a renewed MOU changing its terms to make it less favourable to the complainant.
The Judicial Magistrate, First Class passed an order dated February 6, 2009 summoning the accused. The
accused filed petition dated March 24, 2009 before the Punjab and Haryana High Court for quashing the
complaint and the subsequent order passed thereof. The Punjab and Haryana High Court passed an order
dated September 14, 2011 setting aside the order passed by the Magistrate, quashing the summons issued by
the Magistrate and directing the Magistrate to complete enquiry under the Cr.P.C. The matter is currently
pending.

9. N. Nagaraju and others have filed a complaint (59 of 2012) dated April 26, 2012 before the Additional City
Civil and Sessions Special Judge for Prevention of Corruption Act and Lokayukta Court, (“ACCSJ”)
Bangalore, against Kushal Pal Singh and Trilok Chand Goyal, Directors of our Company and others for
various irregularities in construction of certain residential property in Bangalore such as not obtaining the
requisite approval for the project and unauthorized widening of roads. The complainant has filed the
complaint for cognizance under the Prevention of Corruption Act, 1988. The ACCSJ, Bangalore passed an
order dated November 15, 2012 directing the matter for investigation. The Directors filed two criminal
petitions (7800 of 2012 and 7799 of 2012) before the Karnataka High Court for quashing the order passed
by the ACCSJ, Bangalore. The Karnataka High Court passed orders, both dated January 9, 2013 and stayed
the order of the ACCSJ, Bangalore. The matter is currently pending.

E. Miscellaneous matters

1. The State of Haryana filed an interim application (2858 of 2010) before the Supreme Court of India in writ
petition no. 202 of 1995 filed by T.N.Godavarman Thirumulpad against the Union of India and others. The
interim application has been filed seeking permission to develop land admeasuring 350.72 acres at village
Wazirabad, Gurgaon as a recreation and leisure project. The said land was allotted to our Company. The
Central Empowered Committee (“CEC”) vide its report dated September 21, 2010 has recommended that
the said land be used for development of a recreation and leisure project. Bandhua Mukti Morcha, a
petitioner in the present matter has filed an interim application dated march 28, 2011 before the Supreme
Court seeking to dismiss the interim application no. 2858 of 2010 filed by the State of Haryana, to reject the
recommendations of the CEC and seek an explanation from them regarding the failure to disclose material

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facts in the report dated September 21, 2010 and to direct an investigation by an independent agency into
the acts/omissions of officials in the State of Haryana.

2. Hyderabad Metropolitan Development Authority (“HMDA”) conducted public auctions for sale of 100
acres of land on June 27, 2006, 4 plots of 25 acres of land each on December 7, 2007 and 75 acres of land
on January 31, 2008 located at village Kokapet, Hyderabad (“Kokapet Project”). DLF Home Developers
Limited (“DLF Home Developers”), our Subsidiary bid for the said 75 acres of land in the auction and
upon being the highest bidders, were allotted the same. DLF Home Developers paid ` 1978.75 million (a
portion of the bid amount out of a total consideration of ` 7,515 million) to HMDA for the Kokapet Project.
In the meanwhile, allotees of the other plots filed batch writ petitions before the single bench of the Andhra
Pradesh High Court challenging the auction of the said land on the basis that the HMDA did not disclose
various pending disputes over the said land by various entities claiming to be the legal owners of the land.
The single judge passed an order dated April 22, 2010 in the writ petitions directing HMDA to refund the
amounts deposited by the petitioners. HMDA filed appeals (477 of 2010) against the order dated April 22,
2010 before the division bench of the Andhra Pradesh High Court.

DLF Home Developers vide letter dated May 10, 2009 claimed refund of ` 1,978.75 million from HMDA.
Subsequently, DLF Home Developers and DLF Homes Kokapet Private Limited (“DLF Homes
Kokapet”), our Subsidiary filed a writ petition (12786 of 2010) before the single bench of the Andhra
Pradesh High Court and sought refund of the amount with interest paid to HMDA and quashing of the
public auction conducted by HMDA and consequently setting aside of allotment of 75 acres of land allotted
to DLF Home Developers. This writ petition was clubbed with the appeals pending before the division
bench of the Andhra Pradesh High Court.

The division bench of the Andhra Pradesh High Court passed a combined order dated December 27, 2012,
allowing the appeals filed by HMDA and dismissed the writ petition filed by DLF Home Developers and
DLF Homes Kokapet. In the meantime, HMDA issued a notice dated February 12, 2013 to DLF Home
Developers for payment of balance amount of ` 5,536.30 million for the Kokapet Project. DLF Home
Developers and DLF Homes Kokapet filed SLP (12134 of 2013) dated March 14, 2013 before the Supreme
Court seeking, among other things, to stay the operation of the order of the Andhra Pradesh High Court
dated December 27, 2012 and to stay the demand notice dated February 12, 2013 issued by HMDA and to
restrain HMDA from enforcing the said demand notice. The Supreme Court passed an order dated March
21, 2013 taking on record and accepting the statement of HMDA that until further orders, neither the
amount deposited by DLF Home Developers and DLF Homes Kokapet shall be forfeited nor any further
demand shall be enforced. . The matter is currently pending.

3. Our Company filed a writ petition (1008 of 2010) against the Delhi Development Authority (“DDA”)
before the Delhi High Court against DDA for refusal to refund our bid money, amounting to ` 9,010
million, in relation to a tender notice for the grant of lease hold rights of 14 hectares of land at Sector 24,
Dwarka, New Delhi for the development of an international convention centre (“Dwarka Project”). Our
Company had requested for the refund from DDA on the ground that DDA disallowed our Company to
perform obligations under the proposed contract through a special purpose vehicle, by putting a condition
that the special purpose vehicle shall always be wholly owned subsidiary of our Company.

Further, DDA filed a counter civil suit (420 of 2011) before the Delhi High Court, praying for the execution
of the lease deed as specific performance of our Company’s obligations pursuant to payment of the bid
application money and its consequent acceptance, along with ` 45 million as liquidated damages. The court
passed an ex-parte order on February 23, 2011, restraining our Company from selling, transferring,
assigning or parting with possession of the suit land and from creating any third party interest therein.

Owing to the non-refund of our bid money, and on account of additional expenditure of ` 1,000 million
incurred, and on failure of DDA to appoint an arbitrator, our Company filed an arbitration application (60
of 2012) before the Delhi High Court, for appointment of an arbitrator, which is currently pending.

Pursuant to an application made by our Company, the Delhi High Court has passed an order dated March
19, 2012, directing the parties to appear before the Delhi High Court Mediation and Conciliation Centre for
mediation. During the pendency of mediation, the above mentioned matters are currently pending.

4. Our Company and DLF Info Park Developers, a joint venture company between our Company and the
Tamil Nadu Industrial Development Corporation Limited (“TIDCO”) filed a writ petition (5533 of 2011) in

206

February 2011, before the Madras High Court against TIDCO and others. TIDCO, invited bids for the
selection of a joint venture partner to develop a special economic zone for IT and ITES on 26.39 acres of
land situated at Taramani, Chennai. Our Company was selected as the joint venture partner through the
bidding process and paid a consideration of ` 7,253.30 million as upfront rent for a period of 99 years for
the said land. Our Company filed the present petition for refund of ` 7,253.30 million together with interest
as it is alleged that the approval for development of a SEZ on the said land would not be granted as there is
a lack of contiguity on the said land caused due to a railway line passing through it. Our Company has
further alleged that the existence of such a railway line on the land was wilfully concealed by TIDCO at the
time of inviting bids. The matter is currently pending.

207

GENERAL INFORMATION

1. The Company was originally incorporated as American Universal Electric (India) Limited on July 4,
1963 under the Companies Act. On June 18, 1980, the name was changed to DLF Universal Electric
Limited. Subsequently, the name was changed to DLF Universal Limited on May 28, 1981 and to DLF
Limited on May 27, 2006. The registered office of the Company is situated at Shopping Mall, 3
rd
Floor,
Arjun Marg Phase-I, DLF City, Gurgaon 122 002, Haryana.

2. The Issue is being made to Eligible QIBs in reliance upon Chapter VIII-A of the SEBI Regulations.

3. The Issue has been authorised and approved by the Board of Directors through a resolution dated
March 6, 2013 and by the Company’s shareholders through a special resolution dated April 4, 2013.

4. The Company has received in-principle approvals under Clause 24(a) of the Equity Listing Agreement
to list the Equity Shares being offered in the Issue on the BSE and the NSE on April 25, 2013 and April
26, 2013, respectively.

5. The Company has obtained and will obtain necessary consents, approvals and authorisations required
in connection with the Issue.

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

7. Consents

Consents in writing of: (a) the Directors and the legal counsels, and (b) the Managers, the Public Issue
Account Bank and the Registrar to the Issue to act in their respective capacities, have been obtained
and filed along with a copy of the Red Herring Prospectus with the RoC and such consents will not be
withdrawn up to the time of delivery of this Prospectus for registration with the RoC.

M/s. Walker, Chandiok & Co, the Company’s statutory auditor, have given their written consent to the
inclusion of their audit reports dated May 30, 2012 and May 24, 2011 and their review report dated
April 4, 2013 in the form and context in which they appear in this Prospectus. M/s. Walker, Chandiok
& Co, the Company’s statutory auditor, have also given their written consent to inclusion of their
report dated April 4, 2013 relating to the statement of tax benefits in the form and context in which it
appears in this Prospectus.

8. Experts

Our statutory auditors, M/s. Walker, Chandiok & Co, Chartered Accountants, have audited the
Company’s consolidated financial statements as of and for the financial years ended March 31, 2012,
2011 and 2010 and have reviewed the Company’s unaudited condensed interim consolidated financial
statements as of and for the nine month period ended December 31, 2012 in accordance with the
Standard on Review Engagements (SRE) 2410 “Review of Interim Financial Information Performed by
the Independent Auditor of the Entity” issued by ICAI, and have consented to the inclusion of their
name as an “expert” in this Prospectus. Our statutory auditors, M/s. Walker, Chandiok & Co, Chartered
Accountants, have also furnished a report dated April 4, 2013 relating to the statement of tax benefits in
the form and context in which it appears in this Prospectus, and have consented to the inclusion of their
name as an “expert” in this Prospectus.

Further, Agrawal& Co. have provided land holding reports and a land holding certificate, each dated
April 10, 2013 based on their examination of documents in relation to 5,461.11 acres of the Land
Reserves and have consented to the inclusion of their name as an “expert” in this Prospectus. In
addition, the Company Architects have verified square footage area in relation to Projects under
Construction and Planned Projects and have consented to the inclusion of their name as an “expert” in
this Prospectus.

9. Company Secretary and Compliance Officer

208

The Company Secretary and Compliance Officer of the Company is Mr. Subhash Setia. His contact
details are as follows:

Mr. Subhash Setia
DLF Limited
1-E, Jhadndewalan Extension
Naaz Cinema Complex
New Delhi 110055, India.
Tel: (91 11) 4353 9578
Fax: (91 11) 4353 9579
E-mail: [email protected]

Investors can contact the Compliance Officer or the Registrar to the Issue in case of any pre or post-
Issue related problems related to Allotment, credit of Allotted Equity Shares in the respective
beneficiary account or unblocking of funds in the ASBA Accounts.

10. Price Information of past initial public offerings handled by Managers for three financial years
(current financial year and two financial years preceding the current financial year)

1. Standard Chartered Securities

Price information of past issues handled by Standard Chartered Securities:

1. Issue price for non- institutional investors, QIB category : ` 220.0 per equity share;issue price for retail individual investors : ` 210.0;
issue price for anchor investors : ` 230.0
Notes:
a. Benchmark index is CNX Nifty
b. In case 10th day, 20th day or 30th day is not a trading day, closing price on BSE of next trading day is considered
c. 10th listing day has been taken as listing date plus 9 calendar days
d. 20th listing day has been taken as listing date plus 19 calendar days
e. 30th listing day has been taken as listing date plus 29 calendar days

Summary Statement:

Fisc
al
year
Tota
l No.
of
IPO
s
Total
funds
raise
d (`
Cr.)
No. of IPOs trading at
discount on listing date
No. of IPOs trading at
premium on listing date
No. of IPOs trading at
discount as on 30th
calendar day from listing
day
No. of IPOs trading at
premium as on 30th
calendar day from listing
day
Over
50%
Betwee
n 25-
50%
Less
than
25%
Over
50%
Betw
een
25-
50%
Less
than
25%
Over
50%
Betwee
n 25-
50%
Less
than
25%
Over
50%
Betw
een
25-
50%
Less
than
25%
2011
-
2012
- - - - - - - - - - - - - -
2012
-
2013
1 4172.
76
- - 1 - - - - - 1 - - -
2013
-
2014
- - - - - - - - - - - - - -
Sr.
No.
Issue name Issue
size
(` Cr.)
Issue
price
(`)
Listing
date
Openin
g price
on
listing
date (`)
Closin
g price
on
listing
date
(`)
%
Chang
e in
price
on
listing
date
(closin
g) vs.
issue
price
Benchma
rk index

on listing
date
(closing)
Closin
g price
as on
10th
calend
ar day
from
listing
day
(b)

Benchma
rk index
as on
10th
calendar
day from
listing
day
(closing)
Closing
price as
on 20th
calenda
r day
from
listing
day
(c)

Benchma
rk index
as on
20th
calendar
day from
listing
day
(closing)
Closin
g price
as on
30th
calend
ar day
from
listing
day
(d)

Benchm
ark
index as
on 30th
calenda
r day
from
listing
day
(closing
)
1. Bharti
Infratel
Limited
4,172.
76
220
(1)
December
28,2012
200 191.65 (12.89
%)
5908.35
(a)
207.40 5988.40
(a)
204.95 6039.20
(a)
210.30 6074.80
(
a)

209

2. Deutsche Equities

Price information of past issues handled by Deutsche Equities:
Sr.
No.
Issue Name Issue
size
(INR
Cr.)
Issue
price
(a)
(INR)
Listing
date
Openin
g price
on
listing
date
Closin
g price
on
listing
date
%
Change
in Price
on
listing
date
(Closin
g) vs.
Issue
Price
Benchma
rk index
on listing
date
(b)

(Closing)
Closing
price as
on 10
th

calenda
r day
from
listing
day
Benchma
rk index
as on 10
th
calendar
day from
listing
day
(b)

(Closing)
Closing
price as
on 20
th

calenda
r day
from
listing
day
Benchma
rk index
as on 20
th

calendar
day from
listing
day
(b)

(Closing)
Closing
price as
on 30
th

calenda
r day
from
listing
day
Benchmar
k index as
on 30
th

calendar
day from
listing
day
(b)

(Closing)
1 Bharti Infratel
Limited
4,172.3 220.00 28-Dec-12 200.00 191.65 (12.89)% 5,908.35 207.40 5,988.40 204.40 6,001.85 210.30 6,074.80
a) Excluding any employee/retail discount
(b) Benchmark index being the index of the designated stock exchange for the respective transaction (i.e. Nifty in case of Bharti Infratel
Limited)
Source: www.nseindia.com, www.bseindia.com

Summary statement:

Fiscal
Year
Total
No.
of
IPOs
Total
Funds
Raised
(INR
Cr.)
No. of IPOs trading at
discount on listing date
No. of IPOs trading at
premium on listing date
No. of IPOs trading at
discount as on 30
th

calendar day from
listing day
No. of IPOs trading at
premium as on 30
th

calendar day from
listing day
Over
50%
Between
25-50%
Less
than
25%
Over
50%
Between
25-50%
Less
than
25%
Over
50%
Between
25-50%
Less
than
25%
Over
50%
Between
25-50%
Less
than
25%
2011-
2012
- - - - - - - - - - - - - -
2012-
2013
1 4,172.3 - - 1 - - - - - 1 - - -
2013-
2014
- - - - - - - - - - - - - -
Source: www.nseindia.com, www.bseindia.com

Note: In the event any day falls on a holiday, the price/index of the immediately preceding working day has been considered.

3. DSP Merrill Lynch

Price information of past issues handled by DSP Merril Lynch:

Sr.
No.
Issue Name Issue
Size (`
mm)
Issue
Price
(`)
Listing Date Opening
Price on
Listing
Date (`)
Closing
Price
on
Listing
Date
(`)
%
Change
in Price
on
Listing
Date
(Closin
g) vs.
Issue
Price
Benchmar
k Index
(1)

on Listing
Date
(Closing)
Closing
Price
as on
10th
Calend
ar Day
from
Listing
Day
(`)
(2)(3)

Benchmar
k Index as
on 10th
Calendar
Day from
Listing
Date
(Closing)
(2)(3)

Closing
Price
as on
20th
Calend
ar Day
from
Listing
Day
(`)
(2)(4)

Benchmar
k Index as
on 20th
Calendar
Day from
Listing
Date
(Closing)
(2)(4)

Closing
Price
as on
30th
Calend
ar Day
from
Listing
Day
(`)
(2)(5)

Benchmark
Index as on
30th
Calendar
Day from
Listing Date
(Closing)
(2)(5)

1 Credit Analysis
and Research
Limited

5,399.8
750.00 26-Dec-12
949.00

922.5
5
23.0
%

5,905.60

934.7
5

6,016.15

923.4
5

6,024.05

920.8
5

6,019.35

2 Bharti Infratel
Limited

41,727.6
220.00
(6)
28-Dec-12
200.00

191.6
5
(12.9
%)

5,908.35

207.4
0

5,988.40

204.4
0

6,001.85

210.3
0

6,074.80

Source of the information provided in the table above is website of National Stock Exchange of India Limited.

Notes

(1) Benchmark index is CNX Nifty
(2) In case 10th day, 20th day or 30th day is not a trading day, closing price on NSE of next trading day is considered
(3) 10th listing day has been taken as listing date plus 9 calendar days
(4) 20th listing day has been taken as listing date plus 19 calendar days
(5) 30th listing day has been taken as listing date plus 29 calendar days
(6) Issue price for Non-Institutional Investors and Qualified Institutional Bidders: ` 220.00 per Equity Share; Issue price for Retail
Individual Investors: ` 210.00 per Equity Share; Issue price for anchor investors: ` 230

210

Summary Statement:

Financia
l Year
Total
no. of
IPOs
(1)

Total
Funds
Raised (`
mm)
Nos. of IPOs trading at
discount on listing date
Nos. of IPOs trading at
premium on listing date
Nos. of IPOs trading at
discount as on 30th calendar
day from listing day
Nos. of IPOs trading at
premium as on 30th calendar
day from listing day
Over
50%
Between
25?50%
Less
than
25%
Over
50%
Between
25?50%
Less
than
25%
Over
50%
Between
25?50%
Less
than
25%
Over
50%
Between
25?50%
Less
than
25%
FY12 - - - - - - - - - - - - - -
FY13 2
47,127.40
- - 1 - - 1 - - 1 - - 1
YTD
FY14
- - - - - - - - - - - - - -

(1) Based on the date of Listing

4. J.P. Morgan

Price information of past issues handled by J.P. Morgan:

1. Issue price for non- institutional investors, QIB category : ` 220.0 per equity share;issue price for retail individual investors : ` 210.0;
issue price for anchor investors : ` 230.0

Notes:
a. Benchmark index is CNX Nifty
b. In case 10th day, 20th day or 30th day is not a trading day, closing price on BSE of next trading day is considered
c. 10th listing day has been taken as listing date plus 9 calendar days
d. 20th listing day has been taken as listing date plus 19 calendar days
e. 30th listing day has been taken as listing date plus 29 calendar days

Summary Statement:

Fisc
al
year
Tota
l No.
of
IPO
s
Total
funds
raise
d (`
Cr.)
No. of IPOs trading at
discount on listing date
No. of IPOs trading at
premium on listing date
No. of IPOs trading at
discount as on 30th
calendar day from listing
day
No. of IPOs trading at
premium as on 30th
calendar day from listing
day
Over
50%
Betwee
n 25-
50%
Less
than
25%
Over
50%
Betw
een
25-
50%
Less
than
25%
Over
50%
Betwee
n 25-
50%
Less
than
25%
Over
50%
Betw
een
25-
50%
Less
than
25%
2011
-
2012
- - - - - - - - - - - - - -
2012
-
2013
1 4172.
76
- - 1 - - - - - 1 - - -
2013
-
2014
- - - - - - - - - - - - - -
Sr.
No.
Issue name Issue
size
(` Cr.)
Issue
price
(`)
Listing
date
Openin
g price
on
listing
date (`)
Closin
g price
on
listing
date
(`)
%
Chang
e in
price
on
listing
date
(closin
g) vs.
issue
price
Benchma
rk index

on listing
date
(closing)
Closin
g price
as on
10th
calend
ar day
from
listing
day
(b)

Benchma
rk index
as on
10th
calendar
day from
listing
day
(closing)
Closing
price as
on 20th
calenda
r day
from
listing
day
(c)

Benchma
rk index
as on
20th
calendar
day from
listing
day
(closing)
Closin
g price
as on
30th
calend
ar day
from
listing
day
(d)

Benchm
ark
index as
on 30th
calenda
r day
from
listing
day
(closing
)
1. Bharti
Infratel
Limited
4,172.
76
220
(1)
December
28,2012
200 191.65 (12.89
%)
5908.35
(a)
207.40 5988.40
(a)
204.95 6039.20
(a)
210.30 6074.80
(
a)

211

5. CLSA India

CLSA India has not handled any initial public offerings of equity shares in the current financial year and two
financial years preceding the current financial year.

6. HSBC Securities

Price information of past issues handled by HSBC Securities:

Sr.
No
Issue
Name
Issue
Size
` (Cr.)
Issue
price
(`)
Listing
date
Opening
price on
listing
date
Closing
price
on
listing
date
%
Change
in Price
on
listing
date
(Closing
) vs.
Issue
Price
Benchmark
index on
listing date
(Closing)
Closing
price as
on 10th
calendar
day from
listing
day
Benchmark
index as on
10th
calendar
days from
listing day
(Closing)
Closing
price as
on 20th
calendar
day
from
listing
day
Benchmark
index as on
20th
calendar
days from
listing day
(Closing)
Closing
price as
on 30th
calendar
day
from
listing
day
Benchmark
index as on
30th
calendar
days from
listing day
(Closing)
1 L&T
Finance
1,245.00 52.00 12-Aug-
11
51.00 49.95 -3.94% 16,839.63 44.85 16,141.67 49.65 16,676.75 50.80 16,866.97
2 Bharti
Infratel
4,172.31 220.00 28-Dec-
12
200.00 191.20 -13.09% 19,444.84 207.40 19,691.42 204.65 19,964.03 207.00 20,103.53

Note:
1. Source: All stock prices and benchmarks taken from BSE
2. 10th calendar day has been taken as listing date plus 10 calendar days from listing date
3. 20th calendar day has been taken as listing date plus 20 calendar days from listing date
4. 30th calendar day has been taken as listing date plus 30 calendar days from listing date
5. In case the reference date (10th/20th/30th day) is a trading holiday, we have taken the closing price / benchmark of the previous
trading day

Summary statement:

Financial
Year
Total
no.
of
IPOs
Total
Funds
Raised
(` Cr.)
Nos. of IPOs trading at
discount on listing date
Nos. of IPOs trading at
premium on listing date
Nos. of IPOs trading at
discount as on 30th
calendar day from
listing day
Nos. of IPOs trading at
premium as on 30th
calendar day from
listing day
Over
50%
Between
25?50%
Less
than
25%
Over
50%
Between
25?50%
Less
than
25%
Over
50%
Between
25?50%
Less
than
25%
Over
50%
Between
25?50%
Less
than
25%
2011-
2012
1
1,245.00
1 1
2012-
2013
1
4,172.31
1 1
2013-
2014YTD
0
-

Note:
6. Source: All stock prices and benchmarks taken from BSE
7. 10th calendar day has been taken as listing date plus 10 calendar days from listing date
8. 20th calendar day has been taken as listing date plus 20 calendar days from listing date
9. 30th calendar day has been taken as listing date plus 30 calendar days from listing date
10. In case the reference date (10th/20th/30th day) is a trading holiday, we have taken the closing price / benchmark of the previous
trading day

7. Kotak

Price information of past issues handled by Kotak:

212

Sr.
No.
Issue Name Issue
size (`
million
)
Issue
price
(`)
Listing
date
Opening
price on
listing
date
Closi
ng
price
on
listing
date
%
Chang
e in
Price
on
listing
date
(Closin
g) vs.
Issue
Price
Bench
mark
index
on
listing
date
(Closin
g)
Closing
price
as on
10th
calend
ar day
from
listing
day
Benchm
ark
index as
on 10th
calendar
day
from
listing
day
(Closing
)
Closi
ng
price
as on
20th
calen
dar
day
from
listing
day
Benchm
ark
index as
on 20th
calendar
day
from
listing
day
(Closing
)
Closing
price
as on
30th
calend
ar day
from
listing
day
Benchm
ark
index as
on 30th
calendar
day
from
listing
day
(Closing
)
1. Bharti
Infratel
Limited
1

41,727.
60
220.0
0
Decem
ber 28,
2012
200.00 191.6
5
-
12.89%
5,908.3
5
207.40 5,988.40 204.4
0
6,001.85 210.30 6,074.80
2. PC Jeweller
Limited
2

6,013.0
8
135.0
0
Decem
ber 27,
2012
137.00 149.2
0
10.52% 5,870.1
0
181.65 5,988.40 168.9
0
6,056.60 157.55 6,074.65
3. Credit
Analysis &
Research
Limited

5,399.7
8
750.0
0
Decem
ber 26,
2012
940.00 922.5
5
23.01% 5,905.6
0
934.75 6,016.15 923.4
5
6,024.05 920.85 6,019.35
4. Speciality
Restaurants
Limited
1,760.9
1
150.0
0
May
30,
2012
152.00 159.6
0
6.40% 4,950.7
5
182.45 5,068.35 206.6
5
5,064.25 213.05 5,149.15
5. Future
Ventures
India
Limited
7,500.0
0
10.00 May
10,
2011
9.00 8.20 (18.00)
%
5,541.2
5
8.15 5,428.10 8.10 5,473.10 8.75 5,526.85
6. Muthoot
Finance
Limited
9,012.5
0
175.0
0
May 6,
2011
196.60 175.9
0
0.51% 5,551.4
5
160.50 5,499.00 155.4
5
5,348.95 175.25 5,532.05
Source: www.nseindia.com

1
In Bharti Infratel Limited, the anchor investor issue price was ` 230 per equity share and the issue price after discount to Retail
individual bidders was ` 210 per equity share
2
In PC Jeweller Limited, the issue price after discount to retail individual bidders and eligible employees was ` 130 per equity share

Note:
a. In the event any day falls on a holiday, the price/ index of the immediately succeeding working day has been considered;
b. S&P CNX Nifty has been considered as the benchmark index.

Summary statement:

8 Total
No. of
IPOs
Total
Funds
Raised (`
million)
No. of IPOs trading
at discount on listing
date
No. of IPOs trading at
premium on listing date
No. of IPOs trading at
discount as on 30th calendar
day from listing day
No. of IPOs trading at
premium as on 30th calendar
day from listing day
Over
50%
Between
25-50%
Less
than
25%
Over
50%
Between
25-50%
Less
than
25%
Over
50%
Between
25-50%
Less than
25%
Over
50%
Between
25-50%
Less than
25%
2014 - - - - - - - - - - - - - -
2013 4 54,901.36 - - 1 - - 3 - - 1 - 1 2
2012 2 16,512.50 - - 1 - - 1 - - 1 - - 1
Source: www.nseindia.com
Notes:
In the event any day falls on a holiday, the price/ index of the immediately succeeding working day has been considered.

8. UBS Securities

Price information of past issues handled by UBS Securities:

213

S
r
N
o
Issue
Name
Issu
e
Size
`
(Cr.
)
Issu
e
pric
e (`)
Listing
date
Ope
ning
pric
e on
listi
ng
date
Clos
ing
pric
e on
listi
ng
date
%
Chan
ge in
Price
on
listin
g date
(Closi
ng)
vs.
Issue
Price
Benc
hmar
k
index
on
listin
g date
(Closi
ng)
Closi
ng
price
as on
10th
calen
dar
day
from
listin
g day
Bench
mark
index
as on
10th
calend
ar days
from
listing
day
(Closin
g)
Clos
ing
pric
e as
on
20th
cale
nda
r
day
fro
m
listi
ng
day
Bench
mark
index
as on
20th
calend
ar days
from
listing
day
(Closin
g)
Closi
ng
price
as on
30th
calen
dar
day
from
listin
g day
Benc
hmar
k
index
as on
30th
calen
dar
days
from
listin
g day
(Closi
ng)
1
Bharti
Infratel 4,17
2.76 220
28-Dec-
12 200
191.
65
-
12.89
%
5,908.
35 207.4 5988.4
204.
40
6,001.8
5 210.3
6,074.
80

Summary statement:

Financial
Year
Total
no.
of
IPOs
Total
Funds
Raised
(` Cr.)
Nos. of IPOs trading at
discount on listing date
Nos. of IPOs trading at
premium on listing date
Nos. of IPOs trading at
discount as on 30th
calendar day from
listing day
Nos. of IPOs trading at
premium as on 30th
calendar day from
listing day
Over
50%
Between
25?50%
Less
than
25%
Over
50%
Between
25?50%
Less
than
25%
Over
50%
Between
25?50%
Less
than
25%
Over
50%
Between
25?50%
Less
than
25%
2011-
2012 0 - - - - - - - - - - - - -
2012-
2013 1 4,172.76 - - 1 - - - - - 1 - - -
2013-
2014 0 - - - - - - - - - - - - -

9. India Infoline

IIFL has not handled any initial public offerings of equity shares in the current financial year and two financial
years preceding the current financial year.

11. Track record of past issues handled by Managers

For details regarding the track record of the Managers to the Issue as specified in Circular reference
CIR/MIRSD/1/2012 dated January 10, 2012 issued by SEBI, please refer to the website of
Standard Chartered Securities athttp://www.standardcharteredsecurities.co.in/OfferDocuments/tabid/87/Default.aspx,
Deutsche Equities athttps://www.db.com/india/en/content/deutsche-equities-india.html,
DSP Merrill Lynch athttp://www.dspml.com/gmcgib.aspx,
J.P. Morgan athttp://www.jpmipl.com/indiaipo/dtr.html,
CLSA India athttp://india.clsa.com/index.cfm?step=track_record,
HSBC Securities athttp://www.hsbc.co.in/1/2/corporate/equities-global-investment-banking,
Kotak athttp://investmentbank.kotak.com/track-record/Disclaimer.html,
UBS Securities athttp://www.ubs.com/global/en/investment-bank/ubs-securities-india-private
limited/priceperformance.html and
India Infoline at www.iiflcap.com.

214

SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN INDIAN GAAP AND IFRS

The Company’s financial statements are prepared in conformity with Indian GAAP on an annual consolidated
basis. No attempt has been made to reconcile any of the information given in this Prospectus to any other
principles or to base it on any other standards.

The areas in which differences between Indian GAAP vis-à-vis IFRS could be significant to the Company’s
consolidated balance sheet and consolidated statement of profit and loss are summarized below. Potential
investors should not construe the summary to be exhaustive or complete and should consult their own
professional advisers for their fuller understanding and impact on the financial statements set out in this
Prospectus.

Further, the Company has not prepared financial statements in accordance with IFRS. Accordingly, there can be
no assurance that the summary is complete, or that the differences described would give rise to the most material
differences between Indian GAAP and IFRS. In addition, the Company cannot presently estimate the net effect
of applying IFRS on the results of the Company’s operations or financial position, which may result in material
adjustments when compared to Indian GAAP.

The summary includes various IFRS and Indian GAAP pronouncements issued for which the mandatory
application dates are later than the date of this Prospectus. Indian GAAP comprises accounting standards issued
by the Institute of Chartered Accountants of India and certain provisions of Listing Agreements with the stock
exchanges of India. In certain cases, the Indian GAAP description also refers to Guidance Notes issued by the
Institute of Chartered Accountants of India that are recommendatory but not mandatory in nature and also
certain accounting treatments specified by a court order in a scheme of amalgamation/arrangement.

Subject IFRS Indian GAAP
Historical cost Uses historical cost, but intangible assets,
property plant and equipment (PPE) and
investment property may be revalued.
Derivatives, biological assets and certain
securities must be revalued.
Uses historical cost, but property, plant
and equipment may be revalued. No
comprehensive guidance on derivatives
and biological assets.
First-time
adoption of
accounting
frameworks
Full retrospective application of all IFRSs
effective at the reporting date for an entity's
first IFRS financial statements, with some
optional exemptions and limited mandatory
exceptions.
There is no equivalent standard under
Indian GAAP. A first time preparer will
have to comply with the measurement and
disclosure requirements of all the Indian
standards that are applicable to the
enterprise.
Basis of
presentation
Financial statements must comply with
IFRS.
Financial statements must comply with
Indian GAAP.
Contents of
financial
statements
General
Comparative two years balance sheets,
income statements, cash flow statements,
changes in shareholders ’ equity and
accounting policies and notes.
Balance sheet, statement of profit and loss,
cash flow statement, explanatory notes
including summary of accounting policies
for the current year, with comparatives for
the previous year.
Public company: Consolidated financial
statements along with the standalone
financial statements. For a public offering,
selected financial data for the five most
recent years are required, adjusted to the
current accounting norms and
pronouncements.
Balance sheet Does not prescribe a particular format;
entities should present a classified balance
sheet. Assets and liabilities should be
disclosed in an order which reflects their
relative liquidity with current and non-
current classification. Certain items must be
presented on the face of the balance sheet.
The Companies Act prescribes the balance
sheet format; Current and non-current
classification in line with the concepts
used under IFRS.
No separate disclosure on the face of the
balance sheet is required for restricted
accounts.
Income
statement
Does not prescribe a standard format,
although expenditure must be presented in
Revised schedule VI prescribes the format
for statement of profit and loss.

215

Subject IFRS Indian GAAP
one of two formats (function or nature).
Certain items must be presented on the face
of the income statement.
Schedule VI requires an analysis of
expenses by nature. Any item of income or
expenditure which exceeds one per cent of
the revenue from operations or Rs
100,000, whichever is higher needs to be
disclosed.
Cash flow
statements -
format and
method
Standard headings, but limited flexibility of
contents. Use direct or indirect method.
Standard headings, but limited flexibility
of contents. Use direct or indirect method.
Except that use of indirect method is
required for listed companies.
Cash flow
statements -
definition of cash
and cash
equivalents
Cash includes overdrafts and cash
equivalents with original short-term
maturities (less than three months).
Cash and cash equivalents are disclosed on
the face of the balance sheet.
“Cash and cash equivalents” would
comprise of cash and cash equivalent
defined in the AS - 3 “Other bank
balances” would comprise of items such
as balances with banks to the extent of
held as margin money or security against
borrowings etc., and bank deposits with
more than three months maturity. Banks
deposits with more than more than twelve
months maturity will also need to be
separately disclosed under the sub-head
'Other Bank Balances’.
Cash and cash equivalents are disclosed on
the face of the balance sheet.
Cash flows -—
classification of
specific items
(i). Interest and dividend paid - Operating
or financing activities.
(ii). Interest and dividend received -—
Operating or investing activities.
(iii). Taxes paid - Operating unless specific
identification with financing or
investing.
(i) Interest and dividend paid - Financing
activities.
(ii) Interest and dividend received -—
Investing activities.
(iii) Taxes paid - Operating unless specific
identification with financing or
investing.
Statement of
changes in
Shareholders
Equity
The statement must be presented as a
primary statement. The statement shows
capital transactions with owners, the
movement in accumulated profit and a
reconciliation of all other components of
equity.
No separate statement required. However,
any adjustments to equity and reserve
account are shown in the notes
accompanying the financial statements.
Comprehensive
income
The total of gains and losses recognized in
the period comprises net income and the
following gains and losses recognized
directly in equity:
1. Fair value gains (losses) on land and
buildings, available for sale investments and
certain financial instruments;
2. foreign exchange translation differences;
No concept of comprehensive income.
However, certain adjustments are allowed
through reserves where prescribed by
accounting standards, statute or is done in
accordance with industry practices and
court orders.
Statement of profit or loss is the Indian
GAAP equivalent of separate income
statement under IFRS. Some items such as
revaluation surplus which are treated as
‘other comprehensive income’ under IFRS
are recognized directly in equity under
Indian GAAP.
Correction of
fundamental
errors
Restatement of comparatives is mandatory. Include effect in current year income
statement.
The nature and amount of prior period
items should be separately disclosed in the
statement of profit and loss in a manner
that their impact on profit or loss can be
perceived.
Changes in
accounting
Restate comparatives and prior year
opening retained earnings
Include effect in the income statement for
the period in which the change is made

216

Subject IFRS Indian GAAP
policy except as specified in certain standards
(transitional provision) where the change
during the transition period resulting from
adoption of the standard has to be adjusted
against opening retained earnings and the
impact needs to be disclosed
Contents of
financial
statements -
Disclosures
In general IFRS has extensive disclosure
requirements. Specific items include,
among others: the fair values of each class
of financial assets and liabilities, customers
or other concentrations of risk, income taxes
and pensions.
Other disclosures include amount set aside
for general risks, contingencies and
commitments and the aggregate amount of
secured liabilities and the nature and
carrying amount of pledged assets
Generally disclosures are not extensive as
compared to IFRS. Disclosures are driven
by the requirements of the Companies Act
and the Accounting Standards.
Consolidation The consolidated financial statements
include all enterprises that are controlled by
the parent Control is presumed to exist
when the parent owns, directly or indirectly
through subsidiaries, more than one half of
the voting power of an enterprise unless, in
exceptional circumstances, it can be clearly
demonstrated that such ownership does not
constitute control. Control can also exist in
certain situations where the parent owns one
half or less of the voting power of an
enterprise
Consolidation is required when there is
controlling interest directly or indirectly
through subsidiaries, by virtue of holding
majority voting shares or control over
board of directors
Accounting for
Joint Ventures in
the form of joint
controlled
entity(including
more than 50 per
cent owned
entities
Both the proportional consolidation and
equity methods are permitted. An exception
to the use of the proportional consolidation
method is where an interest in a jointly
controlled entity is acquired and held
exclusively with a view to its subsequent
disposal within 12 months of acquisition.
In the consolidated financial statements,
the venturer should consolidate the joint
venture in case it is also a subsidiary or
else to report its interest in the jointly
controlled entity using the proportionate
consolidation method. The consolidation
of such an entity does not preclude other
venturers treating such an entity as a joint
venture
Business
Combinations
All business combinations are treated as
acquisitions. Assets and liabilities acquired
are measured at their fair values. Pooling of
interest method is prohibited.

Goodwill is capitalized but not amortized. It
is tested for impairment at least annually at
the cash generating unit level.

After re-assessment of respective fair values
of net assets acquired ,any excess of
acquirer's interest in the net fair values of
acquirer's identifiable assets is recognized
immediately in the income statement
On Consolidation, for an entity acquired
and held as an investment, treated as an
acquisition
On amalgamation of an entity, either
uniting of interests or acquisition.
On a business acquisition (i.e. assets and
liabilities only) treated as acquisition.
On Consolidation, the assets and liabilities
are incorporated at their existing carrying
amounts.
On amalgamation they may be
incorporated at their existing carrying
amounts or alternatively, the consideration
is allocated to individual identifiable assets
and liabilities on the basis of their fair
values.
On a business acquisition they may be
incorporated at their fair values or value of
surrendered assets.
Goodwill arising under purchase method
of accounting is capitalized or amortized

217

Subject IFRS Indian GAAP
over useful life not exceeding five years,
unless a longer period can be justified.
In case of goodwill arising on
consolidation, no specific guidance for
amortization. No specific guidance for
impairment of goodwill arising on
acquisition or consolidation.
Any excess of acquirer's interest in the net
fair values of acquirer's identifiable assets
is recognized as capital reserve, which is
neither amortized nor available for
distribution to shareholders. However in
the case of amalgamation accounted under
the purchase method, the fair value of
intangible assets with no active market is
reduced to the extent of capital reserve, if
any arising on the amalgamation.
Revenue
recognition-
General Criteria
Based on several criteria, which require the
recognition of revenue when risks and
rewards have been transferred and the
revenue can be measured reliably
Similar to IFRS. However, under IFRS, the
revenue from auction sale would be
segregated between recovery of
outstanding ground rent and costs; and
former classified as ground rent and excess
recovery after adjusting recoverable costs
as other income
Barter
transactions
involving
advertising
services
Fair value of services provided is measured
with reference to non-barter similar
transactions that occur frequently, represent
a substantial number of the transactions
consideration involves cash or other
securities that has a reliable measure of fair
value and do not involve transaction with
the same counterparty to the barter .
No specific guidance in AS 9. However,
the Guidance Note on Accounting for Dot-
com Companies provides guidance for
advertising barter transactions which is
similar to IFRS.
Real Estate Sales Guided by recognition principles of IAS 18.
Normally recognized when legal title passes
to the buyer. However, if the equitable
interest in a property vests in the buyer
before legal title passes and therefore the
risks and rewards of ownership have been
transferred at that stage it may be
appropriate to recognize revenue. However,
if the seller is obliged to perform any
significant acts after the transfer of the
equitable and/or legal title, revenue is
recognized as the acts are performed. An
example is a building or other facility on
which construction has not been completed.

The nature and extent of the sellers
continuing involvement determines how the
transaction is accounted for. It may be
accounted for as a sale, or as a financing,
leasing or some other profit sharing
arrangement. If it is accounted for as a sale,
the continuing involvement of the seller
may delay the recognition of revenue.

Revenue is the fair value of the
consideration received or receivable. This
may require estimating the present value of
The ICAI has issued a Guidance Note on
recognition of revenue for Real Estate
Developers. This Guidance note
recommends principles for recognition
revenue arising from real estate sales and
provides guidance on the application of
principles for revenue recognition as
enumerated in AS 9, i.e. transfer of
significant risks and rewards of ownership,
consideration is fixed or determinable and
it is not unreasonable to expect ultimate
collection.
Per this note, once the seller has
transferred all the significant risks and
rewards of ownership to the buyer and the
other conditions for recognition of revenue
specified in AS 9 are satisfied, any further
acts on the real estate performed by the
seller are, in substance, performed on
behalf of the buyer in the manner similar
to a contractor. Accordingly, in such cases
revenue is recognized by applying the
percentage of completion method in the
manner explained in AS 7.
ICAI has revised the guidance note on
recognition of revenue for real estate
developers and revenue recognition is

218

Subject IFRS Indian GAAP
the sale consideration. applied only when ALL the conditions are
satisfied:

All the critical approval like
environment and other clearance,
approval of plan, design etc. and title to
land or other rights to development/
construction is necessary to have with
the company
Expenditure incurred on project costs is
equal or more than 25 % of the
construction and development costs and
such cost exclude land cost/cost of
development right but include
borrowing cost.
At least 25% of the estimated project
revenues are secured by contracts or
agreements with buyers.
At least 10% of total revenue is realized
for each contract and there is no
unreasonable certainty for collection as
per contract term.

The recognition of project revenue by
reference to the stage of completion of the
project activity should not at any point
exceed the estimated total revenues from
'eligible contracts’/other legally
enforceable agreements for sale. 'Eligible
contracts’ means contracts/agreements
where at least 10% of the contracted
amounts have been realized and there are
no outstanding defaults of the payment
terms in such contracts.
Where the recognition of revenue due to
this condition is lower than the revenue
determined by reference to the stage of
completion, the project costs to be matched
with such revenue are also proportionately
adjusted.
Recognition of
income under
Service
Concession
Agreement
related to
infrastructure
development
IASB has issued IFRIC 12 on the subject
and according to the IFRIC 12, the operator
shall recognize and measure revenue in
accordance with IASs 11 and 18 for the
services it performs. If the operator
performs more than one service (i.e.,
construction or upgrade services and
operation services) under a single contract
or arrangement, consideration received or
receivable shall be allocated by reference to
the relative fair values of the services
delivered, when the amounts are separately
identifiable.
There is no guidance in Indian GAAP for
these type of transactions. ICAI has issued
an exposure draft of Guidance note on
accounting for service concession
arrangement which is similar to IFRIC 12.
Interest expense Recognized on an accrual basis. Effective
yield method used to amortize non-cash
finance charges.
Similar to IFRS, however, practice varies
with respect to recognition of discounts,
premiums and costs of borrowings.
Employee
benefits —
Defined benefit
Recognition of minimum pension liability is
not required.
Liability for a gratuity plan and
compensated absences, which are defined
benefit obligations, are accrued based on

219

Subject IFRS Indian GAAP
plans an actuarial valuation.

Actuarial gains or losses are recognized
immediately in the statement of income.
Recognition of minimum pension liability
is not required
Employee
benefits
Compensated
absences
Discounting is prohibited when computing
liability for compensated absences
Determine liability for compensated
absences based on an actuarial valuation.
Employee share
compensation
Recognize expense for services acquired.
The corresponding amount will be recorded
either as a liability or as an increase in
equity, depending on whether the
transaction is determined to be cash or
equity-settled. The amount to be recorded is
measured at the fair value of the shares or
share options granted
It is mandatory only for listed entities.
Employee stock options granted to the
employees under stock option schemes are
evaluated as per the accounting treatment
prescribed by Employee Stock Option
Scheme and Employee Stock Purchase
Scheme Guidelines, 1999 issued by the
Securities and Exchange Board of India.
Accordingly, the excess of the fair value of
the stock option as on the date of grant of
options is charged to the Profit and Loss
Account on straight-line method over the
vesting period of the options. The fair
value of the options is measured on the
basis of an independent valuation
performed or the market price in respect of
stock options granted.
Deferred
Revenue
Expenditure
Expensed under IAS 38. Even advertising
costs need to be expensed as incurred even
though the expenditure incurred may
provide future economic benefits
Under Indian GAAP, after the issuance of
AS 26- Intangible Assets, no such deferred
revenue expenses should be recognized.
The balances for these items on the date of
adoption of AS 26 should continue to be
expensed over the number of years
originally contemplated
Preliminary
expenses
Expense as incurred under IAS 38. AS - 26 requires to be expensed.
Capital issue
expenses
The transaction costs of an equity
transaction should be accounted for as a
deduction from equity, net of any related
income tax benefit. The costs of a
transaction which fails to be completed
should be expensed.
Set off against the securities premium
account.
Property, Plant
& Equipment
Use historical cost or revalued amounts.
Regular valuations of entire classes of
assets are required, when revaluation option
is chosen.

Property, Plant and equipment are
componentized and are depreciated
separately. There is no concept of minimum
statutory depreciation under IFRS.
Use historical cost or revalued amounts.
On revaluation, an entire class of assets is
revalued, or selection of assets is made on
systematic basis. No current requirement
on frequency of valuation.
Fixed Assets are not required to be
componentized and depreciated separately,
although AS 10 states that such an
approach may improve the accounting for
an item of fixed asset. Schedule XIV to the
Companies Act specifies the minimum
depreciation rates to be used for different
categories of assets.
Capitalization of
preoperative,
incidental
expenses and
Not permitted, except certain trial run
expenses may be capitalized if they are a
necessary part of bringing the asset to its
working condition.
Required

220

Subject IFRS Indian GAAP
trial run
expenses, net of
revenue earned
during trial run
period
Depreciation and
Amortisation
Allocated on a systematic basis to each
accounting period over the estimated useful
life of the asset. Estimated useful life should
be reviewed every year. Intangible assets
with indefinite life are not amortized but are
tested for impairment annually.
Depreciation is provided at the rates
specified in Schedule XIV of the
Companies Act. Depreciation can also be
provided on estimated useful life of the
assets, based on some technical evaluation
of assets.
However, such rates cannot be less than
the rates as prescribed in schedule XIV
above. There is no concept of indefinite
life intangible assets.
Impairment of
long-lived assets
If impairment is indicated, write down
assets to recoverable amount which is the
higher of net selling price and value in use
based on discounted cash flows. If no loss
arises, reconsider useful lives of those
assets. Impairment loss is recorded in the
income statement. Reversal of loss is
permitted in certain cases.
Similar to IFRS. Accounting Standard 28 -
Impairment of Assets, is mandatory with
effect from April 1, 2004.
Investment
property
Measure at depreciated cost or fair value,
and recognize changes in fair value in the
income statement.
Consider as long-term investment and
carry at cost less impairment. As per
Schedule VI, they are classified as non-
current investments.
Inventories Carry at lower of cost and net realizable
value. Use FIFO or weighted average
method to determine cost. LIFO prohibited.
Reversal is required for subsequent increase
in value of previous write-downs.
Similar to IFRS. Reversal of write-down
prohibited.
Inventories As per the requirements of Schedule VI,
inventories need to be classified as:
Raw materials;
Work-in-progress;
Finished goods;
Stock-in-trade (in respect of goods
acquired for trading);
Stores and spares;
Loose tools;
Others
No specific classification requirements -
classification should be appropriate to the
entity.
Investments Investments are classified as held-to
maturity, available-for sale or held trading
at acquisition. Investments classified as held
to-maturity are recorded at amortized cost
less impairment, if any. Realized gains and
losses are reported in earnings.
Investments classified as available-for-sale
are reported at fair value. Unrealized gains
and losses on the change in fair value are
reported in equity, less impairment, if any.
Investments classified as trading are
reported at fair value with unrealized gains
and losses included in earnings.
There is an option in IFRS to classify any
financial asset at fair value through profit or
loss. Changes in fair values in respect of
Investments are classified as current and
long term.

Long-term investments are carried at cost
(with provision for other than temporary
diminution in value).

Current investments carried at lower of
cost or fair value.

In non-consolidated financial statements,
investment in subsidiary is carried at cost
less impairment, if any.

221

Subject IFRS Indian GAAP
such securities are recognized in the income
statement. This is an irrevocable option to
classify a financial asset at fair value
through profit or loss.
Generally, in a non consolidated financial
statement, investment in subsidiary is
accounted under the equity method.
Foreign currency
transactions
Exchange differences arising on translation
or settlement of foreign currency monetary
items are recognized in profit or loss in the
period in which they arise.
Exchange differences on monetary items,
that in substance, form part of net
investment in a foreign operation, are
recognized in profit or loss in the period in
which they arise in the separate financial
statements and in other comprehensive
income in the consolidated financial
statements.
Similar to IFRS, except that exchange
differences on translation of monetary
foreign currency liabilities incurred up to
the end of the accounting period
commencing before 1 April 2004 towards
acquisition of fixed assets are capitalized
in the carrying amount of these assets.
There is a limited period irrevocable
option for corporate entities to capitalize
exchange differences on long-term
monetary items incurred for acquisition of
depreciable capital assets and to amortize
exchange differences on other long-term
monetary items over the life of such items
but not beyond the stipulated date. This
option is available in respect of accounting
periods commencing on or after 7
December 2006, and ending on or before
31 March 2012.
Exchange differences on monetary items
that in substance, form part of net
investment in a foreign operation, are
recognized in 'Foreign Currency
Translation Reserve' both in the separate
and consolidated financial statements.
Functional
currency
definition
Functional currency is the currency of the
primary economic environment in which the
entity operates. Foreign currency is a
currency other than the functional currency.
Presentation currency is the currency in
which the financial statements are
presented.
Foreign currency is a currency other than
the reporting currency which is the
currency in which financial statements are
presented.
There is no concept of functional currency.
Financial
currency -
determination
If indicators are mixed and functional
currency is not obvious, use judgment to
determine the functional currency that most
faithfully represents the economic results of
the entity’s operations by focusing on the
currency of the economy that determines
the pricing of transactions (not the currency
in which transactions are denominated).
Does not require determination of
functional currency. Assumes an entity
normally uses the currency of the country
in which it is domiciled in presenting its
financial statements. If a different currency
is used, requires disclosure of the reason
for using a different currency.
Provisions Record the provisions relating to present
obligations from past events if outflow of
resources is probable and can be reliably
estimated.
Discounting required if effect is material.
Similar to IFRS

Discounting is not permitted.
Contingent
Assets
A possible asset that arise from past events,
and whose existence will be confirmed only
by the occurrence or nonoccurrence of one
or more uncertain future events not wholly
within the entity’s control. The item is
recognized as an asset when the realization
of the associated benefit such as an
Similar to IFRS, except that certain
disclosures as specified in IFRS are not
required.

222

Subject IFRS Indian GAAP
insurance recovery, is virtually certain.
Contingent
liability
A possible obligation whose outcome will
be confirmed only on the occurrence or
nonoccurrence of uncertain future events
outside the entity’s control. It can also be a
present obligation that is not recognized
because it is not probable that there will be
an outflow of economic benefits, or the
amount of the outflow cannot be reliably
measured.
Contingent liabilities are disclosed unless
the probability of outflows is remote.
Similar to IFRS.
Disclosure may be limited compared to
IFRS.
Debt issue costs Permits, but does not require, direct
incremental costs of issuing debt to be
deferred as an asset and amortized as an
adjustment to yield.
Debt issue costs are expensed as incurred.
Dividends Dividends are recorded as liabilities when
declared
Dividends are recorded as provisions when
proposed.
Deferred income
taxes
Use full provision method (some
exceptions), driven by balance sheet
temporary differences.
Recognize deferred tax assets if recovery is
probable.
Deferred tax assets and liabilities are
measured using tax rates that have been
enacted or substantively
enacted by the balance sheet date.
Deferred tax assets and liabilities should
be recognized for all timing differences
subject to consideration of prudence in
respect of deferred tax assets.
Where an enterprise has unabsorbed
depreciation or carry forward of losses
under tax laws, deferred tax assets should
be recognized only to the extent that there
is virtual certainty supported by
convincing evidence that sufficient future
taxable income will be available against
which such deferred tax assets can be
realized.
Unrecognized deferred tax assets are
reassessed at each balance sheet date and
are recognized to the extent that it is
certain that such previously un recognized
deferred tax assets will be realized.
Deferred tax assets and liabilities are
measured using tax rates that have been
enacted or substantively enacted by the
balance sheet date.
Measurement of
derivative
instruments and
hedging
activities
Measure derivatives and hedge instruments
at fair value. Recognize the changes in fair
value in the income statement, except for
effective cash flow hedges, where the
changes are deferred in equity until effect of
the underlying transaction is recognized in
the income statement. Ineffective portions
of hedges are recognized in the income
statement. IFRS requires extensive
documentation and effectiveness testing to
obtain hedge accounting.
Similar to IFRS, except no basis
adjustment’ on cash flow hedges of forecast
transactions. Derivatives are initially
measured at cost. However, there is no
comprehensive guidance for derivative
accounting.
Derivatives are initially measured at cost.
However, there is no comprehensive
guidance for derivative accounting.
Derecognition of
financial
Derecognize financial assets based on risks
and rewards first; control is secondary test.
No specific guidance. In general,
derecognize financial assets based on risks

223

Subject IFRS Indian GAAP
assets and rewards of ownership. A guidance
note issued by ICAI on securitisation
(withdrawn from the date AS 30 became
recommendatory i.e. April 1, 2009)
requires derecognition based on control.
Financial
liabilities -
classification
Classify capital instruments depending on
substance of the issuer’s obligations.
Mandatorily redeemable preference shares
classified as liabilities.
No specific guidance. In practice,
classification is based on legal form rather
than substance.
All preference shares are shown separately
as share capital under shareholders’ funds.
Derecognition of
financial
liabilities
Derecognize liabilities when extinguished.
The difference between the carrying amount
and the amount paid is recognized in the
income statement. IFRS uses 10% threshold
for differentiating modification in the terms
from extinguishment of liabilities
No specific guidance but practice is similar
to IFRS. No 10% criteria are specified.
Capital
instruments -
purchase
of own shares
Show as deduction from equity. Purchase of own shares are permitted
under limited circumstances subject to the
legal requirements stipulated in the
Companies Act. On purchase, such shares
are required to be cancelled i.e. cannot be
kept as treasury stock.
Earnings per
share - diluted
Use weighted average potential dilutive
shares as denominator for diluted EPS.
Use treasury share method for share
options/warrants.
Similar to IFRS.
Post balance
sheet events
Adjust the financial statements for
subsequent events, providing evidence of
conditions at balance sheet date and
materially affecting amounts in financial
statements (adjusting events). Disclosing
non-adjusting events.
Similar to IFRS. However, non-adjusting
events are not required to be disclosed in
financial statements but are disclosed in
report of approving authority e.g. Directors
Report.
Related Party
Disclosures
A related party is a person or entity that is
related to the entity that is preparing its
financial statements (reporting entity) and
includes:
A person or close member of that
person's family if that person has
control, joint control, significant
influence over the reporting entity or is
a member of key management
personnel of the reporting entity or of a
parent of the reporting entity; or
Entities that are member of the same
group (parent, subsidiaries, joint
ventures, associates, and post-
employment benefit plans).
Parties are considered to be related if at
any time during the reporting period one
party has the ability to control the other
party or exercise significant influence over
the other party in making financial and/or
operating decisions.
Segment
reporting
Operating segments are identified based on
the financial information that is regularly
reviewed by the chief operating decision
maker in deciding how to allocate resources
and in assessing performance.
AS 17 requires an enterprise to identify
two sets of segments (business and
geographical), using a risks and rewards
approach, with the enterprise's system of
internal financial reporting to key
management personnel serving only as the
starting point for the identification of such
segments.

224

FINANCIAL STATEMENTS

Particulars

Pages
Report of Walker, Chandiok & Co dated April 4, 2013 on the Unaudited Condensed Interim
Consolidated Financial Statements of the Company as of and for the nine month period ended
December 31, 2012.

F-1
Unaudited Condensed Interim Consolidated Financial Statements of the Company as of and for
the nine month period ended December 31, 2012 prepared in accordance with Accounting
Standard 25 “Interim Financial Reporting” notified pursuant to the Companies (Accounting
Standards) Rules, 2006, as amended.

F-4
Report of Walker, Chandiok & Co dated May 30, 2012 on the Audited Consolidated Financial
Statements of the Company as of and for the Year Ended March 31, 2012.

F-15
Audited Consolidated Financial Statements of the Company as of and for the Year Ended March
31, 2012 (with comparative information in the Revised Schedule VI format as of and for the Year
Ended March 31, 2011).

F-18
Report of Walker, Chandiok & Co dated May 24, 2011 on the Audited Consolidated Financial
Statements of the Company as of and for the Year Ended March 31, 2011.

F-97
Audited Consolidated Financial Statements of the Company as of and for the Year Ended March
31, 2011 (with comparative information as of and for the Year Ended March 31, 2010).

F-99

Beport on review ot Condensed ConsoIidated Interim IinanciaI Statements

The Board ot Directors
DLI Limited

Introduction

1. We have reviewed the accompanying Condensed Balance Sheet, as at December 31, 2012, the
Condensed Statement o !roit and "oss and also the Condensed Cash #low Statement or the
nine months period ended on December 31, 2012 $collectively reerred as the %Condensed
Consolidated &nterim #inancial Statements'( o D"# "imited $%the Company'(, its s)bsidiaries,
associates and *oint vent)res $collectively reerred to as the +,ro)p-(. .anagement is
responsible or the preparation and presentation o these Condensed Consolidated &nterim
#inancial Statements in accordance with acco)nting principles generally accepted in &ndia. /)r
responsibility is to e0press a concl)sion on these Condensed Consolidated &nterim #inancial
Statements based on o)r review.

Scope ot review

2. We cond)cted o)r review in accordance with the Standard on 1eview 2ngagements $S12( 2310,
+1eview o &nterim #inancial &normation !erormed by the &ndependent 4)ditor o the
2ntity-. 4 review o interim inancial inormation consists o ma5ing in6)iries, primarily o
persons responsible or inancial and acco)nting matters, and applying analytical and other
review proced)res. 4 review is s)bstantially less in scope than an a)dit cond)cted in accordance
with Standards on 4)diting and conse6)ently does not enable )s to obtain ass)rance that we
wo)ld become aware o all signiicant matters that might be identiied in an a)dit. 4ccordingly,
we do not e0press an a)dit opinion.

F 1

Basis tor QuaIitied ConcIusion

3. aj As stated tn Ncte 11 c/ tbe Ccndensed Ccnsc/tdated Intertn Ftnancta/ Statenents, Audttcrs
c/ St/.er/tnk ba.e qua/t/ted tbetr repcrt /cr tbe ntne ncntbs pertcd ended Septenber 30,
2012 tn respect c/ tbe ba/ances tn trans/attcn reser.e and accunu/ated /csses brcugbt
/cruard /rcn tbe /tnancta/ year ended Decenber 31, 2004, as tbese are yet tc be /u//y
reccnct/ed. Tbese reccnct/tattcns pertatn tc pertcd prtcr tc acqutstttcn c/ St/.er/tnk by tbe
Ccnpany. Tbe nanagenent c/ St/.er/tnk ts c/ tbe cptntcn tbat tbese reccnct/tattcns ut//
nct ba.e any naterta/ tnpact cn tbe /tnancta/ statenents, and ue ba.e been unab/e tc
tndependent/y .ert/y tbe sane. Tbts natter bas a/sc been qua/t/ted by tbe audttcr tn tbetr
repcrt /cr tbe pertcd ended Decenber 31, 2011.

bj As stated tn Ncte 11 c/ tbe Ccndensed Ccnsc/tdated Intertn Ftnancta/ Statenents, Audttcrs
c/ St/.er/tnk ba.e a/sc qua/t/ted tbetr repcrt /cr tbe ntne ncntbs pertcd ended Septenber 30,
2012 tn respect c/ .a/uattcn c/ bcte/ prcperttes carrted at ` 509.43 nt//tcn cn tbe prentse
tbat tbe assunpttcns and esttnates used /cr tbcse .a/uattcns are based cn btstcrtca/
rea/tzattcn and trends un/tke/y tc be acbte.ed. Tbe cbange tn tbe .a/ue c/ bcte/ prcperttes, t/
any, ut// tnpact tbe carrytng .a/ue c/ tbe assets and re.a/uattcn reser.e but ut// nct tnpact
tbe net prc/tt /cr tbe pertcd. Tbts natter bas a/sc been qua/t/ted by tbe audttcr tn tbetr
repcrt /cr tbe pertcd ended Decenber 31, 2011.

cj As stated tn Ncte 11 c/ tbe Ccndensed Ccnsc/tdated Intertn Ftnancta/ Statenents, Audttcrs
c/ St/.er/tnk ba.e a/sc qua/t/ted tbetr repcrt /cr tbe pertcd ended Septenber 30, 2012 tn
respect c/ debts ancunttng tc ` 59.43 nt//tcn (net c/ ntncrttyj ubtcb ba.e been /cng
cutstandtng uttb ntntna/ subsequent recetpts. We are unab/e tc ascertatn tbe recc.erabt/tty
c/ tbese debts.

ConcIusion

3. Based on o)r review cond)cted as above and consideration o reports o other a)ditors, except
/cr tbe e//ects c/ tbe qua/t/tcattcn as descrtbed tn tbe paragrapb 3 abc.e, nothing has come to o)r
attention that ca)ses )s to believe that the accompanying Condensed Consolidated &nterim
#inancial Statements is not prepared, in all material aspects, in accordance with acco)nting
principles generally accepted in &ndia or that it contains any material misstatement.

Emphasis ot Matter

7. We draw attention to 8ote 13 o the Condensed Consolidated &nterim #inancial Statements in
respect o certain income ta0 and other matters pending in litigation relating to Company and
certain s)bsidiaries. 9here e0ists )ncertainty in respect o the inal resol)tion o these material
matters, and the res)ltant inancial ad*)stments i any, will be recorded in the period in which
these matters are resolved. /)r review report is not 6)aliied in respect o these matters.

F 2

Cther Matter

:. 9he Condensed Consolidated &nterim #inancial Statements incl)de total assets $ater eliminating
intra;gro)p transactions( o ` 2:,0> 2 ! >>
:r#ana Li"ited 1,000,000 709.08 1,000,000 627.45
4inesh ?o"e /evelopers 7rivate Li"ited 10,000 1.00 10,000 1.00
4is"a' 5uilders and /evelopers 7rivate Li"ited 10,000 1.00 10,000 1.00
7,405.45 6,589.74
Less ; 7rovision 0or di"inution in value 1,776.41 689.14
5,629.04 5,900.60
In associates (trade) at cost
6ustralian Resort Li"ited 9,000,002 !>> 9,000,002 ! >>
-ala)' 3ercantiles Li"ited 32,486 47.33 ! !
*slan 6viation Li"ited ! ! 903,996 ! >>
Bo'ous ?ousin Li"ited 1` 100 each2 37,500 37.50
37,500
37.50
@'oto Resorts A@ 333 827.20 333 732.26
7.&. Ba$a 8)press 6"anda *ndah 9,161 ! >> 9,161 ! >>
7a"alican *sland ?oldins *nc 2,098 6.98 2,098 6.18
Reional / H R Li"ited 6 ! >> 6 ! >>
Revl's S6 159,999 1,112.49 159,999 984.81
Seven Seas Resorts and Leisure *nc 31,914,275 869.66 31,914,275 769.85
Surin 5a' +o. Li"ited 449,998 4,751.92 449,998 4,257.73
4illaCena 50,000 216.39 50,000 191.56
Rapid 3etrorail -uraon Li"ited 27,083 2.71 27,083 2.71
7,872.18 # 6,982.60
6dd; 7ro0it in associates 1net2 >>> 4,688.10 1,605.16
12,560.28 8,587.76
In shares quoted (non trade)
6"#uCa +e"ents Li"ited 300 0.21 ! !
6)is 5an, Li"ited 14,175 162.43 ! !
5aCaC 6uto Li"ited 11,800 197.51 ! !
5an, o0 5aroda 6,410 50.87 ! !
5harat ?eav' 8lectricals Li"ited 38,568 99.10 ! !
5harat 7etroleu" +orporation Li"ited 8,703 60.86 ! !
5harti 6irtel Li"ited 97,379 327.92 ! !
5-R 8ner' S'ste"s Li"ited 5,967 19.50 ! !
+adila ?ealthcare Li"ited 2,996 22.72 ! !
+ha"#al (ertilisers H +he"icals Li"ited 500 0.20 ! !
+ipla Li"ited 47,130 143.53 ! !
+oal *ndia Li"ited 60,177 206.47 ! !
/ish &4 *ndia Li"ited 263,782 168.42 ! !
/r. Redd'Ds La#oratories Li"ited 10,990 193.28 ! !
8*? Li"ited 250 0.22 ! !
-6*L 1*ndia2 Li"ited 17,390 65.20 ! !
-odreC +onsu"er 7roducts Li"ited 19,752 94.74 ! !
-rasi" *ndustries Li"ited 1,034 27.16 ! !
-reat 8astern Shippin +o"pan' Li"ited 62,374 152.07 ! !
?+L &echnoloies Li"ited 14,972 72.22 ! !
?/(+ 5an, Li"ited 123,137 640.13 ! !
?indalco *ndustries Li"ited 56,498 73.11 ! !
F 49
DLI LIMITED
Þotes to the ConsoIidated IinanciaI Statements tor the year ended March 31, 2012 (Cont'd)
11 . Þon-current investments
Þos. Book vaIue
(` `` ` in Iacs)
Þos. Book vaIue
(` `` ` in Iacs)
2012 2011
?industan :nilever Li"ited 73,124 299.74 ! !
?ousin /evelop"ent (inance +orporation Li"ited 50,400 339.34 ! !
*+*+* 5an, Li"ited 58,737 521.14 ! !
*.- 4's'a 5an, Li"ited 56,554 200.82 ! !
*R5 *n0rastructure /evelopers Li"ited 106,824 198.96 ! !
*&+ Li"ited 345,130 782.93 ! !
*n0os's Li"ited 27,466 786.89 ! !
Bain *rriation S'ste"s Li"ited 175 0.01 ! !
B5( *ndustries Li"ited 83,153 92.34 ! !
Baipra,ash 6ssociates Li"ited 51,830 42.29 ! !
Bindal Steel H 7o$er Li"ited 11,766 64.12 ! !
Larsen H &ou#ro Li"ited 19,675 257.12 ! !
Lupin Li"ited 20,892 110.62 ! !
3ahindra H 3ahindra Li"ited 13,411 93.46 ! !
.&7+ Li"ited 86,171 140.20 ! !
%il H .atural -as Li"ited 30,832 82.41 ! !
7etronet L.- Li"ited 54,056 90.84 ! !
7ol'ple) +orporation Li"ited 38,954 71.83 ! !
7o$er (inance +orporation Li"ited 65,984 121.41 ! !
7o$er -rid +orporation o0 *ndia Li"ited 112,738 121.64 ! !
7unCa# .ational 5an, 6,703 62.00 ! !
Ran#a)' La#oratories Li"ited 3,365 15.78 ! !
Reliance *ndustries Li"ited 74,821 559.85 ! !
Sinte) *ndustries Li"ited 21,026 18.13 ! !
SpiceCet Li"ited 145,791 34.33 ! !
State 5an, %0 *ndia 13,514 283.12 ! !
Sterlite *ndustries 1*ndia2 Li"ited 16,695 18.54 ! !
Sun 7har"aceutical *ndustries Li"ited 23,971 136.51 ! !
&ata +onsultanc' Services Li"ited 27,709 323.60 ! !
&ata 3otors Li"ited 84,537 232.63 ! !
&ata 7o$er +o"pan' Li"ited 76,741 77.39 ! !
&ata Steel Li"ited 23,637 111.19 ! !
&ecpro S'te"s Li"ited 32,849 55.53 ! !
46 &ech Ia#a Li"ited 16,920 72.49 ! !
Iipro Li"ited 13,163 57.79 ! !
9,254.98 # -
c) Investment in preterence instruments (Lnquoted) at cost"
In other body corporates
7arvati 8states 7rivate Li"ited 10or"erl' 3ana Real 8state
/evelopers 7rivate Li"ited2
! ! 4,000 4.03
5everl' 7ar, %peration and 3aintenance Services 7rivate Li"ited
10or"erl' Super 3art %ne 7ropert' 3anae"ent Services 7rivate
Li"ited2
! ! 3,000 3.02
.achi,eta Real 8state 7rivate Li"ited 12,000 12.00 12,000 12.00
12.00 19.05
In associates
Seven Seas Resorts and Leisure *nc 39,567,424 1,077.87 39,567,424 954.16
-ala)' 3ercantiles Li"ited J 0.01= per annu" 7,094,934 7,094.93 ! !
8,172.80 954.16
> 8
" DLF Limitless Developers 1rivate
Limited
=ew Delhi Construction and development
of townships
5#>
) /@/ D?DL Consortium 6yderabad Development and construction
of shopping (alls
5#>
4. DLF /ayatri 6ome Developers
1rivate Limited
6yderabad

Development and construction
of residential pro!ects
5#>
5 DLF @;1L Developers 1rivate
Limited
=ew Delhi Construction and development
of townships
5#>
9

;an!ara 6ills 6yderabad Comple7 6yderabad Development and construction
of shopping mall
5#>
$ 2./. ?ealty 1rivate Limited /urgaon Development and construction
of commercial pro!ects
5#>
& Cleva ;uilders and Developers
1rivate Limited
=ew Delhi Development and construction
of residential pro!ects
5#>
' 1rowess ;uildcon 1rivate Limited =ew Delhi Development and construction
of residential pro!ects
5#>
*# @a.et Courtyard 6ospitalty 1rivate
Limited Bw.e.f. (ay "9, "#**C
/urgaon 6otel operations 5#>
** Design 1lus Architecture 1rivate
Limited
=ew Delhi Architecture of pro!ects 5#>
*" DLF /reen Dalley =ew Delhi Development and construction
of residential pro!ects
5#>
*) DLF /ayatri Developers 0w.e.f.
December ', "#**)
/urgaon Development of residential
township
4".5#>

37. Contingent IiabiIities and commitments not provided tor
(` in Iacs)
ParticuIars 2012 2011
(I) Contingent IiabiIities
a) /uarantees on behalf of third parties 95,)'*.&5 ','*'.")
b) Claims against the /roup 0including unasserted claims) not
ac.nowledged as debts :
'4,*4).4) "),"&&.$*
c) Demand in e7cess of provisions 0pending in appeals)P
3ncome%ta7 )55,9)#.)* "#*,4"9.**
Other ta7es 5&,"5".#5 "",$9'.4#
d) Letter of credit issued on behalf the /roup "4).)) 9#.5$
e) Liabilities under e7port obligations in