INDIAREIT DOMESTIC F d IV | I t P t tiINDIAREIT DOMESTIC Fund IV | Investor Presentation

STRICTLY PRIVATE AND CONFIDENTIAL

Contents

E ti SExecutive Summary

Indian Real Estate

The Manager and its Track Record

Team Structure

Investment Strategy and Process

K T d O t itiKey Terms and Opportunities

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Executive Summary

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Executive Summary

• Opportunities in Indian real estate‒ One of the few economies to witness positive growth, driven by strong domestic

demand‒ Revival in real estate, driven by intrinsic demand and job stability, y j y

• INDIAREIT is best placed to reap the benefits of the emerging real estate sector ‒ Proven track record with multiple funds under management

Partner with clear strategy, in-depth

knowledge, experience and ‒ High target returns; focused and consistent investment strategy with resilience

through market cycles‒ Comprehensive investment experience; Strong investment and asset

management team with hands on experience‒ Consistent and proven investment philosophy across markets

experience and risk minimization

skills to benefit from ‘High return

opportunities’

• … supplemented with key differentiators‒ Only fund with realized exits across funds‒ Recent valuations estimate 2.10x pre-tax money multiple on portfolio‒ Track record of deployment; 47m sq. ft. of saleable area currently under

development

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Indian Real Estate

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Continued Growth amid Global Slowdown

• One of the few economies to grow, when all major economies slowed down‒ GDP Growth 6.7% in FY09 and expected to grow by 7.2% in FY10 and 7.5% in FY11

• Driven by domestic consumptionIndustrial Production grew 10 1% in FY10 (Apr Feb’10)‒ Industrial Production grew 10.1% in FY10 (Apr-Feb’10)

• Price stability‒Witnessed in the residential segment across geographies, mainly in large cities

• Strengthening capital markets & fund flows‒ Appetite for fresh equity improving, with capital markets rising over 100% since

Mar ‘09 low‒ US$23.4bn net foreign investment flows in FY10

• Pro-active & stable government‒ Infrastructure spending to improve overall economic growth

• INR 129bn for urban infrastructure & housing to positively impact real estate growth• INR 403bn for other infrastructure development

‒ Focus on banking and finance to ease liquidity, mortgage rates down to 8.5-9.75% from k f 13 15%

Low interest rates & liquidity

have a direct correlation with

real estate peak of 13-15% demand and

pricing

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Real Estate - Still Veritable Asset Class

• Intrinsic demand for housing exists with the right price structure‒ Recent projects launched at affordable price points in Mumbai, Delhi & Bangalore

recorded high pre-sales • Resurgence in prices in Mumbai and Delhi• Strong volumes across Bangalore, Chennai and Pune

• Rationalisation in real estate industry‒ Shift focus from land banking to project execution‒ Concentrated efforts toward de-leveraging‒ Consumer centric pricing and developmentConsumer centric pricing and development ‒ Consolidation and expansion restricted to home markets‒ Revival in commercial demand

• Renewed monetary thrust to sector Banks increasing exposure to real estate‒ Banks increasing exposure to real estate‒ Interest rates down to 8.5-9.75% from peak of 13-15%‒ Private equity transactions were healthy with US$247mn transactions in 2009

• Resurgent equity market‒ Over US$3bn raised in capital markets via QIP & Stake sale in past 1 year

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The Path to Profit

• Longevity and width of partner relationships key‒ 8 existing partners with 47m sq ft of saleable area under development spread across 5

cities

Need to be ‘inside’ market with discipline,

experience & know how

• Ability to comprehend need gap & affordability‒Most projects for Rs.2,800-3,200 per sq ft across Bangalore & Pune ‒ Ultra high end luxury housing “Signature Island” for INR 30,000 per sq ft at prestigious

Bandra Kurla Complex, Mumbai‒ Low cost integrated housing “Neptune Swarajya” for INR 1 500 per sq ft at Ambivali‒ Low cost integrated housing Neptune Swarajya for INR 1,500 per sq ft at Ambivali,

Near Kalyan, Mumbai

• Practical approach to work‒ Offtake linked construction / phasing for commercial projectsOfftake linked construction / phasing for commercial projects‒ Residential cashflows to feed commercial development for projects outside Mumbai‒ No leverage at fund level; Minimal leverage on project level

• Investment in projects with pre-defined exit‒ Residential with strong pre-sales potential‒ No capital market dependence

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The Path to Profit (Cont’d)

• Still opaque market; ‘knowledge’ is paramount given asymmetric information‒ Only fund to be headed by a developer, with over 2 decades of successful delivery

Reg lated at national and local le els ith clearl laid do n policies

Highly unusual market

characteristics

• Regulated at national and local levels, with clearly laid down policies ‒ Approach of local partnering with “skin in the game”

• Real estate in evolution stageV l dd i ti d ff ti it i h i‒ Value add investing and effective monitoring mechanisms

• Premium placed on partner / transaction selection / management / execution Risk Management

• Effective monitoring through third party consultants‒ Project Management Consultants, Civil Contractors, Auditors and In-house Asset

Management Expertise

• Risk minimization key to delivering returns• Risk minimization key to delivering returns‒ Project level exposure, no capital market dependence ‒ Execution control through effective shareholding rights ‒ Large city focus fund with residential bias

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INDIAREIT AdvantageMarket

U d i ’ INDIAREIT

Leverage • Loan driven land acquisition / construction, minimal equity investment to increase return on equity

• Leverage impacts development of ongoing and new

• No leverage at fund level; Minimal leverage at project level

• Coupling proposition residential cash flows to be

Undoing’s INDIAREIT Strategy

Pricing

• Leverage impacts development of ongoing and new projects in a volatile market

• Taken for granted demand at any price level, leading to reduced sales at higher price points

• Coupling proposition - residential cash flows to be used for commercial development

• Pre-sale linked construction

• Right pricing after determining demand at various price points, leading to strong pre-sales in the project

Entry Points

Product Mix

• Entry point in land based on comparable land transaction instead of end user affordability

• Large format, highly priced and presence across segment

• Target mid segment housing with a price range of INR 2,800-3,200 at launch (except Mumbai), catering to large untapped demand and keeping entry points low

• Right pricing and size to fit the affordability; Residential bias

Retail/Hospitality

Tier 2 /

• Investment in retail and hospitality, without considering underlying dynamics (Long gestation period, leverage and uncertain exit)

• Excessive commitment in Tier 2/Tier 3 cities with limited demand and offtake

• No stand alone Hospitality/Retail

• Focus on Tier I cities with established demand and strong pre-sales

Tier 3 cities

Execution Control

demand and offtake• Investment based on misplaced assumption that lower

land cost result in higher profit

• Minority interest with minimal execution level control

strong pre sales• New acquisition with opportunistic focus alone

• Significant equity partnership, local city presence, two tier title verification and joint bank account signatories / takeover rights for effective monitoring

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Exit • Exit dependent on capital markets • No dependence on capital markets for exit

The Manager and its Track Record

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INDIAREIT - Foundation

• Promoted by Piramal Enterprises Ltd, over US$2.0 bn diversified conglomerate with global presence and business interests spanning following industries‒ Real Estate: Over a decade experience and has delivered key land marks such as

‘Peninsula Corporate Park’ (first high end office space in India) and ‘Crossroads’ (first retail mall in India), prior to these being hived off as a part of family reorganization in 2003‒ Healthcare and Flaconnage: Piramal Healthcare (I) Ltd. - 2nd largest healthcare

business group in India; Piramal Glass Ltd - 3rd largest flaconnage company in the world

• 3i Investments, a world-leader in private equity, listed in London, with an AUM of €11.7bn acting as Cornerstone Investor for Offshore Fund‒ 3i has partnered with INDIAREIT to pursue real estate investment opportunities

3i itt d US$40 t th 1 t Off h F d‒ 3i committed US$40m to the 1st Offshore Fund

• Headed by Entrepreneur CEO (Ramesh Jogani) bringing a developer’s perspecti e in f nd managementperspective in fund management

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INDIAREIT - Track Record• Fund with US$450m corpus and more than 47m sq. ft. of area under Backed by strong

development• Proven track record of deployment; Healthy valuations despite market

slowdown

fundamentals

2006 2007 2008 2009 2010

Corpus (INR mn) 12,990 18,365 18,365 18,365 18,570

Investment (INR mn) 3,194 8,574 13,210 13,210 14,462

Area under development (mn sq ft) 3.4 29.3 40.0 47.2 47.6

Valuations (Money Multiple) NA1 3 12x2 3 53x3 2 41x4 2.10x5

1. Projects not valued 2. Pre tax multiple for INDIAREIT projects valued by Trammel Crow Meghraj in April 20073. Pre tax multiple for INDIAREIT projects valued by Knight Frank India Pvt Ltd in March 20084. Pre tax multiple for INDIAREIT projects valued by DTZ International Property Advisors Pvt Ltd in March 20095. Pre tax multiple for INDIAREIT projects valued by Jones Lange LaSalle Meghraj in Jan 2010

Taxes as applicable at SPV level from 0% 33 99% have not been considered and hence will have a downward

Valuations (Money Multiple) NA 3.12x 3.53x 2.41x 2.10x

• Relationship Reinvented‒ Trusted by over 5,000 investors globally ‒ Distributed by most leading private banks in India

Partnered with 8 leading local developer

Taxes as applicable at SPV level from 0%-33.99% have not been considered and hence will have a downward bearing on the valuation

‒ Partnered with 8 leading local developer

• Fund Structuring‒ High target return; focused investment strategy ‒ Pro-active in introducing new features such as liquidity pool, third party mortgage facility,

lower fee slabs, portfolio level distribution and drawdown holidays

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, p y‒ First to declare independent valuation; regular reporting to investors via newsletters,

whitepapers etc.

INDIAREIT - Track Record (Cont’d) • First Indian Fund to complete exits in investee projects First to complete ‒Maiden investment in residential project (Signature Island) exited in Sept ’08 with 2.22x

net money multiple‒ Partial exit of second investment (Bangalore Retreat) translating into 2.25x net money

multiple‒ Partial exit from residential project investment (Ariisto Sapphire) in Apr’10 with 2.00x net

round trip of Investment

p j ( pp ) pmoney multiple

• Nearly 35% of first domestic fund returned within 3 year of closing, from one complete and one partial exit out of 12 projects

• 5% of third domestic fund returned within two and half year of closing from just• 5% of third domestic fund returned within two and half year of closing, from just 1 partial exit

• Work commenced on majority projects ‒ Visible activity on all major sites; On track execution and delivery

INDIAREIT Experience

• No partners litigations ‒ Repeated transactions with all development partners and right of first refusal

• No land issues ‒ All title diligence through two tier rigorous process

• No credit default ‒ Low leverage policy; Pre-sales driven construction

• Visible cash flows‒ Established sales from various projects across cities

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• Work linked to offtake‒ Ensure minimal cash flow stress

All Round Investment Experience Developer Project Location Visible Exit

by 2011 Status

Ultra High End

Residentialp j by 2011

Sunteck Signature Island BKC, Mumbai Y Exited with 2.22x money multiple

Skyline Beverly Hebbal, Y 58% pre sales 75% construction completeApartments

Villas

Skyline yPark

,Bangalore Y 58% pre-sales, 75% construction complete

Skyline Atlantis Old Madras Rd, Bangalore Y 85% pre-sales, 95% construction complete

SSPDL The Retreat

Devanhalli, Bangalore Y 49% sold, construction in stages, to be completed

by Sept ’10

Low Cost Housing

Second Home Destination

Neptune Swarajaya Ambivali, Mumbai N 80% pre-sales, Slab work underway for Phase I

Samira Getaways & Realities

RAK Region, Mumbai Y

Model villas available for display for Parhur and Nagaon projects .Healthy pre sales in both projects

Integrated Township

Commercial

CommercialParanjape Blueridge

Hinjewadi, Pune

N 67% pre-sales, Slab work nearing completion for residential Phase I

Neptune Evolution Kurla, Mumbai N All sanctions in place, excavation underway, Financial closure achieved

IT

SEZ

a c a c osu e ac e ed

Neptune IT Park Thane N 90% construction complete, slab work in progress

Paranjape Blueridge Hinjewadi, Pune N Slab work nearing completion for Phase I, ready

for fit out by June ‘10

Th

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Retail Neptune The Magnet Mall

Bhandup, Mumbai N 80% construction complete, completion by

June‘10

Team Structure

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Management Team

The Management Team represents over 60

man years of real Name Designation Total Experience

(yrs)Real Estate Experience

(yrs)

R h J i CEO & MD 22 22estate development and investment

experience

Ramesh Jogani CEO & MD 22 22

Jasmeet Chhabra Director – Investments 8 5

Sachin Deodhar CFO 14 4

Bhushan Sawant Director- Investor Relations 17 1

Sven Schmedes In-House Consultant 12 12

Avinash Hinduja VP – Asset Management 14 14

Pawan Sawhney VP – Investments 12 2

Khodadad Pavri AVP – Investments 7 6

Piyush Gupta AVP – Investments 7 2

Santosh Soni AVP – Investments 7 7

Vikas Khadloya AVP – Investments 5 2

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Management Team (cont’d)

Team structured to provide in house

expertise as ‘virtual developer’

• Multicity team presence

‒ In Bangalore, with 2 investment managers and 2 asset manager

‒ In Hyderabad, with 1 investment manager and 1 asset manager

‒ Rest of team in Mumbai

Investments

• Key expertise across spectrum of functions

‒ Ramesh Jogani, CEO & MD‒ Jasmeet Chhabra, Director - Investments

S t d b 6 P f i l

Finance, Legal & Risk Management

• Supported by 6 Professionals

‒ Sachin Deodhar, CFO• Supported by 3 Professionals

Asset Management ‒ Avinash Hinduja, VP Asset Management‒ Sven Schmedes, In-House Consultant

• Supported by 2 Professionals

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Investment Strategy and Process

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Focus Location - Metro / Tier I Cities

Approach

• Mumbai - Re-emerging markets ‒ Financial and Political capital of the country,

constitute largest pie of real estate in country

INDIAREIT Fund Total Portfolio

20%

53%Mumbai Neptune, Ariisto & Samira

Amsri &g p y‒ Main business and administration centre, with

developed infrastructure and large employment opportunities

‒ Firmed up prices, inherent demand seen across various recent launched projects 8%

17%

20%

Bangalore

Pune

Hyderabad Amsri & SSPDL

Paranjape

Skyline,SSPDL

• Closely followed by Bangalore, Pune, Delhi and Chennai ‒ Improved infrastructure and better connectivity‒ Large employment and income levels

S L it f d f d 17 j t

2%

0% 10% 20% 30% 40% 50%

ChennaiSSPDL, Skyline

‒ Service sector driven industry Large city focused fund – 17 projects spread across Mumbai, Pune, Chennai,

Bangalore & Hyderabad. One of the largest pool of assets in Mumbai

Rationale

• Tier I cities are the key beneficiaries of improving macro factors i.e. Improving GDP, Stable Government, Resurgent Equity Markets, Improving Liquidity and rapid urbanization

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q y p

Focus Segment - Residential

Approach

• Residential focus with 70% portfolio allocation‒ ~ 3,000 per sq ft price level in Bangalore,

Hyderabad Chennai & Pune

INDIAREIT Residential Projects

Project LocationAvg

Selling Price

TotalUnits

Pre-sales Trend

Hyderabad, Chennai & Pune‒ Self liquidating‒ No leverage‒ Negative working capital for better cashflow

management

Ambivali (Phase I) Mumbai 1,650 1,500 80%

Blueridge (Phase I) Pune 2,850 1,492 67%

Beverly Park Bangalore 2,972 172 58%

Fountainhead Bangalore 2,667 28 85%

Ambrosia Bangalore 2,157 62 79%

Atlantis Bangalore 3,063 92 85%

Magnolia Bangalore 2,329 16 93%

Champagne Hills Bangalore 2 481 110 62%

• Indian real estate demand split between residential & commercial in the range of 70:30

Rationale

Champagne Hills Bangalore 2,481 110 62%

Blue Berry Hills Bangalore 2,399 49 70%

Skyline Waterfront Bangalore 2,614 65 20%

Living Point (Phase II)

Mumbai 4,391 232 73%

• High residential demand observed even in a slow economic environment at right price points (INR 2,800 - 3,200 per sq ft)

• Recent residential units launched across Delhi

~ 3,000 per sq ft price except Mumbai ensuring strong pre-sales

Ariisto Sapphire Mumbai 13,000 82 40%• Recent residential units launched across Delhi,

Mumbai and Bangalore recorded high pre-sales

• The National Housing Board estimates current shortfall of 25.6m houses in the country

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ensuring strong pre-salesy

Finance Strategy - Unlevered

Approach Leverage of Investee Projects

• Minimal debt ‒ Strong Pre-sales and hence minimal debt

• City focus projects• ~ 3,000 per sq ft price level

‒ Commercial primarily from cash flow of residential

• Paranjape Blueridge PuneN t M t M ll Bh d

7% Debt

• Neptune Magnet Mall Bhandup

• Mumbai only exception, competitive entry price for Neptune Evolution (Kurla)‒ High land cost (INR 8,000 - 10,000 per sq. ft)

ensuring sufficient cushion for leverage on 93%ensuring sufficient cushion for leverage on construction cost (INR 3,000 per sq ft)

Low finance risk with Zero leverage at fund level Investee projects have

93% Equity

f

Rationale

fund level. Investee projects have minimal leverage

• No leverage at fund level and minimal leverage at Investee projects level‒ High cost of debt in India‒ Servicing debt at periodic intervals is

difficult, due to erratic cash flows of real estate

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estate‒ Highly volatile asset class

Investment Prerequisites

Partnering Approach Downward ProtectionPartnering Approach Downward Protection

• Development partner to co-invest in projects‒ No cashout to developer‒ Developer has hurt money “skin in the game”

• Ensure that developer contributes capital to project ensure cost, quality and time bound delivery “skin in the game”

ensuring timely completion

• Land cost to meet end user affordability (~ 3,000 per sq. ft end product sale price)‒ Except Mumbai & Delhi

• Strict veto rights at SPV level (veto control across SPV’s)

• Third party execution at Fund’s discretion

• Joint bank account signatory rights across development

• Execution capital only in Mumbai & Delhi‒ Land cost as a cushion for investment

• No land banking

partners

• No sales price escalation or fringe income taken into account -entire project modeled on conservative and static basis

‒ Project with 3-5 years cycle only

• Strong relationship translating to continues projects pipeline, enhancing deployment potential

• Take over rights if project not delivered

• Right to appoint Project Management Consultant (PMC)

• Local city presence through combination of Investment / Asset level team

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Key Terms and Opportunities

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Key Fund Terms - Fund IV

INDIAREITDomestic Fund - IV

Term Description

Fund Size INR 500 Crores with Green-shoe option of up to INR 250 Crores

Primary Investment Vehicle Equity, Preference Shares & Debentures of unlisted company

Target Investor Institutions, Corporates and HNI

Minimum Commitment INR 50 Lacs

Draw Down Tenure 36 Months (Initial draw down of 20%)

Fund Tenure Total fund term would be 7 years with an option to extend by a further 1+1 yeary p y y

Hurdle Return 10% per annum

Profit Share post hurdle 80:20 with catch up (82.5:17.5 for commitment more than 10 crores and 85.0:15.0 for commitment more than 20 Crores)

Investor Exit Mapped to disinvestment in investee companies / Third party sale pp p p y

Management Fee2.0% pa (for commitment less than INR 10 Crores), 1.75% pa (for commitment more than INR 10 Crores), 1.50% pa (for commitment more than INR 20 Crores)

One Time Set up Fee 2% of Capital Committed

Fair Market Valuation of Investment Yearly valuation by leading third party property consultant

Mortgage Facility 30% of subscribed capital per investors; Eligible after payment of 50% commitment

Drawdown Holiday Option to forgo payment of any one drawdown without any penalty with

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Drawdown Holiday p g p y y y p yautomatic readjustment of commitment

Opportunities Ahead - Fund IV

• Pipeline• Term Sheet

• Joint development for• 16 acre residential land parcel in North Bangalore• 42 acre mixed use development at Out Ring Road (Marathalli in Bangalore)

• Under Negotiationg• Joint development for

• 3.5 acre residential development in Greater Mumbai (Central corridor)• 6 acre residential development in South Mumbai

• Opportunities• NTC Mill auction in Central/ South Mumbai• Redevelopment /Slum Rehabilitation projects in Mumbai

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For more information, please contact, p

Investor RelationsINDIAREIT Fund Advisors Private LimitedPiramal Tower, Ground Floor,Peninsula Corporate Park, G. K. Marg,Lower Parel, Mumbai – 400 013Ph 91 22 61513440 F 91 22 61513444Ph: +91-22-61513440 Fax: +91-22-61513444Email: investors@indiareit.comWebsite: www.indiareit.com

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Disclaimer

This document is being furnished to you by INDIAREIT Fund Advisors Pvt Ltd on behalf of INDIAREIT Domestic Fund IV strictly on a confidential basis. This document is for informational purposes only and does not constitute an offer for participating in the proposed Fund. This information profile has been provided to its recipient upon the express understanding that the information contained herein or made available in connection with any further investigation is strictly confidential and is intended for thecontained herein, or made available in connection with any further investigation, is strictly confidential and is intended for the exclusive use of its recipient. It shall not be photocopied, reproduced or distributed to others at any time without prior written consent. This document is neither a prospectus nor an invitation to subscribe to units. Prospective Contributors and/or investors should carefully review the underlying Constituent documents of the Fund before making a decision to invest. In general, investment in the shares of the Fund will involve significant risks. Nothing in this document is intended to constitute legal, tax, securities or investment advice, or opinion regarding the appropriateness of any investment, or a solicitation for any product or service The use of any information set out in this document is entirely at the recipient’s own risk Contributors are advised to seekservice. The use of any information set out in this document is entirely at the recipient s own risk. Contributors are advised to seek independent professional advice to understand all attendant risks attached to investments in the Fund. Also, Contributors shouldhave the financial ability and willingness to accept the risks and lack of liquidity, which are characteristics of the investments described herein. In making an investment decision, investors must rely on their own examination of the documents and the termsof the Offering to be set out in detail in a separate document, including the merits and risks involved.

While reasonable care has been taken to ensure that the information contained herein is not untrue or misleading at the time of publication, INDIAREIT Fund Advisors makes no representation as to its accuracy or completeness. The information herein is subject to change without notice. Neither INDIAREIT Fund Advisors nor any of its officers or employees accept any liability whatsoever for any direct or consequential loss arising from any use of this publication or its contents.

The facts and figures used in this presentation reflect the latest available information and have been sourced from various reports in leading newspapers, Reserve Bank of India, DTZ Research, INDIAREIT research and other sources that are in public domain

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