MIRA INFORM REPORT

Report Date :

11.03.2008

IDENTIFICATION DETAILS

Name :	EMAAR MGF LAND LIMITED
Registered Office :	ECE House, 1st Floor, 28, Kasturba Gandhi Marg, New Delhi 110 001
Country :	India
Financials (as on) :	31.03.2007
Date of Incorporation :	18.02.2005
Com. Reg. No.:	55-133161
CIN No.: [Company Identification No.]	U45201DL2005PLC133161
TAN No.: [Tax Deduction & Collection Account No.]	DELE03783D
PAN No.: [Permanent Account No.]	AABCE4308B
Legal Form :	A closely held Public Limited Liability Company.
Line of Business :	Subject is engaged in Pan-India projects in residential, commercial, infrastructure and hospitality sectors in integrated master plans and Special Economic Zones.

RATING & COMMENTS

MIRA’s Rating :

A

RATING		STATUS	PROPOSED CREDIT LINE
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large

Maximum Credit Limit :	USD 177000000
Status :	Good
Payment Behaviour :	Slow
Litigation :	Exists
Comments :	Subject is a Joint Venture between Dubai based Emaar Properties and MGF Development Limited. It has a strong capital based. Recently, the company came out with its first public offering to finance its ambitious projects and repayment of loans taken from financial institutions and banks. However, due to the sudden slump in the Indian Capital Market and poor response from investors, it eventually withdrew the IPO, which has effected its plans for the time being. There are several cases pending against the subject and its promoters. Trade relations are fair. Business is active. Payments are reported as slow but correct. The company can be considered normal for business dealings at usual trade terms and conditions, in view of the strong promoters. The huge advertisement expenses incurred by the company in view of its IPO might effect its current year’s financial position.

LOCATIONS

Registered Office / Corporate Office :	ECE House, 1st Floor, 28, Kasturba Gandhi Marg, New Delhi 110 001, India
Tel. No.:	91-11-4152 1155, 4152 4618
Fax No.:	91-11-4152 4619
E-mail:	corp.mails@gmail.com
Website:	www.emaarmgf.com
Branches :	Chandigarh Office SCO 120-122, Sector 17 C, 2^nd & 4^thFloor, Chandigarh – 160 017, India Tel. No. : 91-172-4688 888, 5005 888 Fax. No. : 91-172-5076 144 Chennai Office Qaiser Towers, 9, Khader Nawaz Khan Road, Chennai - 600006, India Tel. No. : 91-44-43918888 Fax. No. :91-44-28262447 Hyderabad Office F3, 1st Floor, 137, ANR Centre, Road No 1, Banjara Hills, Hyderabad 500 034 India

DIRECTORS

Name :	Mr. Mohamed Ali Alabbar
Designation :	Non Independent and Non Executive Director
Address:	615/13B, Nad Al Sheba DM 25, Post Box 9440, Dubai, UAE
Name :	Mr. Shravan Gupta
Designation :	Executive Vice Chairman & Managing Director.
Address:	50, Golf Links, New Delhi 110003, India
Name :	Mr. Siddharth Gupta
Designation :	Director
Address:	50, Golf Links, New Delhi 110003, India
Name :	Mr. Salem Rashed Al Mohannadi
Designation :	Director
Name :	Ms. Low Ping
Designation :	Director
Name :	Mr. Siddhath Sareen
Designation :	Director
Address:	B 101, Greater Kailash I, New Delhi 110048, India
Name :	Mr. Ahmed Jamal Jawa
Designation :	Non Independent and Non Executive Director
Address:	342/33, AI, Jumeirah Road, DM – I, NR S/STN, P136, Villa B13, Post Box 9327, Dubai, UAE
Name :	Mr. Hussain Al Qemzi
Designation :	Non Independent and Non Executive Director
Address:	228/28, Al Mazhar Area, DM 30, Post Box 7084, Dubai, U.A.E.
Name :	Mr. Pradip Kumar Khaitan
Designation :	Independent and Non Executive Director
Address:	B/103, Rai Enclave 7/1A, Sunny Park, Post Office Ballygunge, Kolkata 700019, India
Name :	Mr. Ghyanendra Nath Bajpai
Designation :	Independent and Non Executive Director
Address:	131, Shaan Apartments K.D. Marg, Opposite Kirti College, Prabhadevi, Mumbai 400028, Indiai
Name :	Mr. Ram Charan
Designation :	Independent and Non Executive Director
Address:	12655 North Central Expressway Suite, 103, Dallas Texas, U.S.A 75243
Name :	Mr. Kiran Sharadchandra Karnik
Designation :	Independent and Non Executive Director
Address:	Q-2A, Hauz Khas Enclave, New Delhi 110016, India
Name :	Mr. Om Prakash Vaish
Designation :	Independent and Non Executive Director
Address:	10, Hailey Road, New Delhi 110016, India
Name :	Mr. Aman Mehta
Designation :	Independent and Non Executive Director
Address:	4/7, Shanti Niketan, New Delhi 110021, India

KEY EXECUTIVES

Name :	Mr. Surender Varma
Designation :	Head [Legal] and Company Secretary
Address:	ECE House, 1st Floor, 28, Kasturba Gandhi Marg, New Delhi 110 001, India
Tel. No. :	91-11-41203458
Fax No.:	91-11-41524619
E-mail :	ipo@emaarmgf.com

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

Pre-Issue

Names of Shareholders	No. of Shares	Percentage of Holding
Promoters	161196680	18.56
Shravan Gupta	72000	0.01
MGF Developments Limited	176819200	20.36
Kallarister Trading Limited	357128000	41.12
Emaar Holding II
Promoter Group (other than Promoters
Siddharth Gupta	68794672	7.92
Siddharth Sareen	24000408	2.76
Shilpa Gupta	171312	0.02
Parul Gupta	171312	0.02
Loupen Services Limited	29777056	3.43
Coniza Promoters Private Limited	9593600	1.10
Others
EIF CO INVEST IV	9407888	1.08
Jacob Ballas Capital India Private Limited	117600	0.01
New York Life Investment Management Fund (FVCI) II LLC	4083104	0.47
Citigroup Venture Capital International Ebene Limited	11701816	1.35
Gautam Nayak, Trustee-Growth Partnership Ajay Relan Company Investment Trust	51360	0.02
Gautam Nayak, Trustee-Growth Partnership J. K. Basu Company Investment Trust	2568	0.00
Gautam Nayak, , Trustee-Growth Partnership Vinayak	1032	0.00
Shenvi Company Investment Trust Gautam Nayak, Trustee-Growth Partnership Vivek Chhahhi Co. Investment Trust	3088	0.00
J. P. Morgan Mauritius Holdings II	6203744	0.71
ANI Capital Holdings India Limited	3128312	0.36
Elephant Investments Limited	3831560	0.44
Abhaar International LLC	2283800	0.26
Total	868540112	100.00

I. The Company, the Directors, the Promoters, the Promoter Group, their respective directors and the BRLMs have not entered into any buy-back and/or standby arrangements for the purchase of Equity Shares from any person.

II. The list of top ten shareholders of the Company and the number of Equity Shares held by them is set forth below:

(a) The top ten shareholders of the Company and the Equity Shares held by them as of the date of the filing of the Draft Red Herring Prospectus with SEBI are as follows:

Names of Shareholders	No. of Shares	Percentage of Holding
Emaar Holding II	357128000	41.12
Kallarister Trading Limited	176819200	20.36
Shravan Gupta	161196680	18.56
Siddharth Gupta	68794672	7.92
Loupen Services Limited	29777056	3.43
Siddharth Sareen	24000408	2.76
Citigroup Venture Capital International Ebene Limited	11701816	1.35
Coniza Promoters Private Limited	9593600	1.10
EIF CO INVEST IV	9407888	1.08
J. P. Morgan Mauritius Holdings II	62037444	0.71

The top ten shareholders of the Company and the Equity Shares held by them as of ten days prior to the filing of the Draft Red Herring Prospectus with SEBI are as follows:

Names of Shareholders	No. of Shares	Percentage of Holding
Emaar Holding II	44641000	41.58
Kallarister Trading Limited	22102400	20.59
Shravan Gupta	20149585	18.77
Siddharth Gupta	8599334	8.01
Loupen Services Limited	3722132	3.47
Siddharth Sareen	3000051	2.79
Citigroup Venture Capital International Ebene Limited	1462727	1.36
EIF CO INVEST IV	1175986	1.09
J. P. Morgan Mauritius Holdings II	775468	0.72
New York Life Investment Management Fund II LLC	510388	0.48
Total	106139071	98.86

BUSINESS DETAILS

Line of Business :

Subject is engaged in Pan-India projects in residential, commercial, infrastructure and hospitality sectors in integrated master plans and Special Economic Zones.

GENERAL INFORMATION

Bankers :

Ø BANK OF INDIA Address: Asaf Ali Road Branch, 4/8, Asaf Ali Road, Post Box No. 7044, New Delhi 110 002, India Tel: 91-11 2327 1714 Fax: 91-11 2327 4555 Email: boiasafali@vsnl.net Contact Person: R. V. Aggarwal Website: www.bankofindia.com Ø THE ABN AMRO BANK LIMITED Address: 3rd Floor, “Hansalaya Building”, 15, Barakhamba Road, New Delhi 110 001, India Tel: 91-124 4181 747 Fax: 91-124 4181 240 Email: Sumit.Khurana@in.abnamro.com Contact Person: Sumit Khurana Website: www.abnamro.co.in Ø THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED Address: JMD Regent Square, DLF Phase II, Gurgaon 122 002, Haryana, India Tel: 91-124-4182 128 Fax: 91-124-405 8974 Email: shaileshsingh@hsbc.co.in Contact Person: Shailesh Singh Website: www.hsbc.co.in Ø KOTAK MAHINDRA BANK LIMITED Address: 7th Floor, Ambadeep, 14 Kasturba Gandhi Marg, New Delhi 110 001 India Tel: 91-11-4179 0000 Fax: 91-11-2335 7465 Email: vipin.verma@kotak.com Contact Person: Vipin Verma Website: www.kotak.com Ø CITIBANK N.A. Address: DLF Centre, 5th Floor, Sansad Marg, New Delhi 100 001, India Tel: 91-11-2373 6522 Fax: 91-11-2373 6960 Email: ashima.suri@citigroup.com Contact Person: Ashima Suri Website: www.citibank.co.in Ø STANDARD CHARTERED BANK Address: 304 A, 3rd Floor, JMD Regent Square, DLF Phase II, Gurgaon 122 002, Haryana, India Tel: 91-124-430 4530 Fax: 91-124 430 4536 Email: arvind.ahuja@in.standardchartered.com Contact Person: Arvind Ahuja Website: www.standardchartered.com Ø STATE BANK OF INDIA Address: Jawahar Vyapar Bhawan, 1 Tolstoy Marg, New Delhi 110 001, India Tel: 91-11-2337 4931 Fax: 91-11-2371 1580 Email: sbi.04803@sbi.co.in Contact Person: Ashutosh Goel Website: www.sbi.co.in Ø DEUTSCHE BANK Address: New Delhi Branch, ECE House, 28 Kasturba Gandhi Marg, New Delhi 110 001, India Tel: 91-22-6658 4045 Fax: 91-22-2207 6553 Email: shyamal.malhotra@db.com Contact Person: Shyamal Malhotra Website: www.db.com

Banking Relations :	Satisfactory
Auditors :
Name :	S. R. Batliboid and Company Chartered Accountants
Address :	6^th floor, H. T. House, 18-20 Kasturba Gandhi Marg, New Delhi 110001, India
Tel. No.:	91-11-43633000
Associates/Subsidiaries:	Ø Arma Buildmore Private Limited Ø Budget Hotels India Private Limited Ø Easel Propbuild Private Limited Ø Edenic Propbuild Private Limited Ø Educt Propbuild Private Limited Ø Emaar MGF Construction Private Limited; Ø Emaar MGF Projects Private Limited Ø Emaar MGF Services Private Limited Ø Enamel Propbuild Private Limited Ø Epitome Propbuild Private Limited Ø Fabworth Promoters Private Limited Ø Gurkul Promoters Private Limited Ø Kudos Propbuild Private Limited Ø Lotus Technobuild Private Limited Ø Nandita Promoters Private Limited Ø Pratham Promoters Private Limited Ø Prayas Buildcon Private Limited Ø Raksha Buildtech Private Limited Ø Vitality Conbuild Private Limited Ø Wembley Estates Private Limited.

CAPITAL STRUCTURE

Authorised Capital :

No. of Shares	Type	Value	Amount
1700000000	Equity Shares	Rs. 10/- each	Rs. 17000.000 Millions
1000000000	Preference Shares	Rs. 10/- each	Rs. 10000.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
105980000	Equity Shares	Rs. 10/- each	Rs. 1059.800 Millions
922531250	Preference Shares	Rs. 10/- each	Rs. 9225.310 Millions

Present Issue In Terms of this Draft Red Herring Prospectus

No. of Shares	Type	Value	Amount
117389914	Equity Shares	Rs. 10/- each	Rs. 1173.899 Millions

Paid up Equity Capital after the issue

No. of Shares	Type	Value	Amount
985930026	Equity Shares	Rs. 10/- each	Rs. 9859.300 Millions

Share Premium Account

Before the Issue: Rs. 29759.490 Millions

[1]

a. The authorised capital of the Company was increased from Rs.500 million divided into 50 million Equity Shares of Rs.10 each to Rs.1000 million divided into 100 million Equity Shares of Rs.10 each through a resolution passed by the shareholders of the Company at a general meeting held on December 15, 2005.

b. The authorised capital of the Company was increased from Rs.1000 million divided into 100 million Equity Shares of Rs.10 each to Rs.1200 million divided into 120 million Equity Shares of Rs.10 each through a resolution passed by the shareholders of the Company at a general meeting held on November 17, 2006.

c. The authorised capital of the Company was increased from Rs.1200 million divided into 120 million Equity Shares of Rs.10 each to Rs.12,000 million divided into 300 million Equity Shares of Rs.10 each and 900 million Preference Shares of Rs.10 each through a resolution passed by the shareholders of the Company at a general meeting held on January 23, 2007.

d. The authorised capital of the Company was reclassified into 200 million Equity Shares of Rs.10 each and 1,000 million Preference Shares of Rs.10 each through a resolution passed by the shareholders of the Company at a general meeting held on February 17, 2007.

e. The authorised capital of the Company was increased from Rs.12000 million divided into 200 million Equity Shares of Rs.10 each and 1,000 million Preference Shares of Rs.10 each to Rs.20,000 million divided into 1,000 million Equity Shares of Rs.10 each and 1,000 million Preference Shares of Rs.10 each at a general meeting held on March 15, 2007.

f. The authorised capital of the Company was increased from Rs.20000 million divided into 1,000 million Equity Shares of Rs.10 each and 1000 million Preference Shares of Rs.10 each to Rs. 27000 million divided into 1700 million Equity Shares of Rs. 10 each and 1000 million Preference Shares of Rs.10 each at a general meeting held on August 16, 2007.

The Pre IPO Placement will also include shares to be issued to Emaar Holding II upon the Conversion of the Compulsory Convertible Preference Shares into Equity Shares. The allotment of Equity Shares pursuant to the Pre-IPO Placement including on account of Conversion will be limited to the extent that the net public Issue is at least 10% of post Issue paid up capital of the Company.

(2) The Company has issued Compulsory Convertible Preference Shares to Emaar Holding II which are convertible into Equity Shares prior to the filing of the Red Herring Prospectus with the RoC. The number of Equity Shares to be issued upon Conversion will be based on the Cap Price. After the Conversion, an amount of Rs.10 will be appropriated towards the face value of the Equity Shares.

In addition to the Equity Shares proposed to be locked-in as part of the Promoters’ contribution as stated above, the entire pre-Issue equity share capital of the Company will be locked-in for a period of one year from the date of allotment of Equity Shares in this Issue. Upon the completion of the Pre-IPO Placement, the Equity Shares issued and allotted in the Pre-IPO Placement, other than Equity Shares issued and allotted pursuant to the Conversion (which will be locked-in for three years), will be locked-in for a period of one year from the date of Allotment in the Issue.

Pursuant to Clause 4.15 of the SEBI Guidelines, locked-in Equity Shares held by the Promoters can be pledged with banks or financial institutions as collateral security for loans granted by such banks or financial institutions, provided that (i) the pledge of shares is one of the terms of sanction of the loan and (ii) if the shares are locked-in as Promoter’s contribution for three years, then in addition to the requirement in (i) above, such shares may be pledged only if the loan has been granted by the banks or financial institutions for the purpose of financing one or more of the objects of the Issue.

Further, pursuant to Clause 4.16.1(a) of the SEBI Guidelines, Equity Shares held by shareholders other than the Promoters which are locked in as per Clause 4.14 of the SEBI Guidelines, may be transferred to any other person holding shares which are locked-in as per Clause 4.14 of the SEBI Guidelines, subject to continuation of the lock-in in the hands of the transferees for the remaining period and compliance with the Takeover Code, as applicable.

Pursuant to Clause 4.16.1(b) of the SEBI Guidelines, Equity Shares held by the Promoters may be transferred to and among the Promoters or the Promoter Group or to a new promoter or persons in control of the Company subject to continuation of the lock-in in the hands of the transferees for the remaining period and compliance with the Takeover Code, as applicable.

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2007	31.03.2006
SHAREHOLDERS FUNDS
1] Share Capital		10285.100	29.800
2] Share Application Money		0.000	0.000
3] Reserves & Surplus		34121.300	[25.600]
4] (Accumulated Losses)		0.000	0.000
NETWORTH		44406.400	4.200
LOAN FUNDS
1] Secured Loans		2695.500	18.100
2] Unsecured Loans		22552.200	5820.000
TOTAL BORROWING		25247.700	5838.100
DEFERRED TAX LIABILITIES		0.000	0.000
TOTAL		69654.100	5842.300
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		6444.500	70.000
Capital work-in-progress		549.400	981.300
INVESTMENT		4.900	0.000
DEFERREX TAX ASSETS		0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	5737.500	76.900
	Sundry Debtors	0.000	0.000
	Cash & Bank Balances	650.600	2388.700
	Other Current Assets	0.000	0.000
	Loans & Advances	64202.100	26907.700
Total Current Assets		70590.200	29373.300
Less : CURRENT LIABILITIES & PROVISIONS
	Current Liabilities	7926.600	24582.000
	Provisions	8.300	0.300
Total Current Liabilities		7934.900	24582.300
Net Current Assets		62655.300	4791.000
MISCELLANEOUS EXPENSES		0.000	0.000
TOTAL		69654.100	5842.300

PROFIT & LOSS ACCOUNT

PARTICULARS		31.03.2007	31.03.2006
Sales Turnover		0.000	0.000
Other Income		153.400	86.600
Total Income		153.400	86.600
Profit/(Loss) Before Tax		[674.000]	[87.800]
Provision for Taxation		[229.000]	[29.000]
Profit/(Loss) After Tax		[445.000]	[58.800]
Expenditures :
	Manufacturing Expenses	549.600	92.600
	Employees Cost	190.100	24.900
	Interest	46.700	52.300
	Depreciation & Amortization	41.000	4.600
Total Expenditure		827.400	174.400

KEY RATIOS

PARTICULARS		31.03.2007	31.03.2006
PAT / Total Income	(%)	290.09	67.89
Net Profit Margin (PBT/Sales)	(%)	NA	NA
Return on Total Assets (PBT/Total Assets}	(%)	0.87	0.29
Return on Investment (ROI) (PBT/Networth)		0.01	20.90
Debt Equity Ratio (Total Liability/Networth)		0.74	7242.95
Current Ratio (Current Asset/Current Liability)		8.89	1.19

LOCAL AGENCY FURTHER INFORMATION

COMPANY DETAILS:

The Company was incorporated as Emaar MGF Land Private Limited on February 18, 2005. In August 8, 2007, the Company became a public limited company and company name was changed to Emaar MGF Land Limited.

Subject ("Emaar MGF" or the "Company") is a joint venture between EmaarProperties PJSC ("Emaar") of Dubai and MGF Development Limited ("MGF") of India. Emaar is one of the world's leading real estate companies - having developed approximately 50 million square feet of real estate across residential, commercial and other business segments and with operations in 16 countries, as of December 31, 2007. MGF has over the last 10 years established itself as one of the key players in retail real estate development in Northern India. 

The company has commenced operations in India in February 2005. The company primary business is the development of properties in the residential, commercial, retail and hospitality sectors. In addition, the company has also identified healthcare, education and infrastructure as business lines for future growth. The company operations span across various aspects of real estate development, such as land identification and acquisition, project planning, designing, marketing and execution. 

MGF is engaged in the field of real estate development in North India. It is currently one of the leading shopping mall developers in North India, with approximately 2.0 million square feet of retail space having been delivered and almost approximately 3.0 million square feet of retail space under development as of June 30, 2007. 

 As of December 31, 2007, the company has having Land Reserves across India approximating 130240 Millions.

RISKS RELATING TO THE INDIAN REAL ESTATE MARKET AND COMPETITION

1. As a new entrant to the Indian market, they may not be able to compete effectively, particularly in regional markets.

They are a recent entrant into the Indian real estate market and their performance is heavily dependent on their ability to buy suitable land at reasonable prices and compete against more established and regionally strong developers at a time when awareness of their brand is still growing. They face significant competition from other more established real estate developers, many of whom undertake similar projects within the same regional markets as them and are better known in the market. Given the fragmented nature of the real estate development indthemtry, they often do not have complete information about the projects their competitors are developing and accordingly they may underestimate supply in the market. Their business plan is to expand across India using geographic diversity to spread their exposure to regional demand cycles. In seeking to do this, they face the risk that some of their competitors, who are also engaged in real estate development but with a particular regional focus, may be better known in some of their target markets, enjoy better relationships with landowners in that region, gain early access to information regarding attractive parcels of land and consequently be better placed to acquire such land. Increasing competition in their residential, commercial and retail businesses could result in price and supply volatility, which could cause their business lines to suffer. Competitors may, whether through consolidation or growth, present more credible integrated and/or lower cost alternatives to their projects. There can be no assurance that they may compete effectively with their competitors in the future and failure to compete effectively may have an adverse effect on their business, financial condition and results of operations.

In their existing businesses, their competitors include real estate companies such as DLF Limited, Unitech Limited and Ansal Properties Limited.

2. Their business is heavily dependent on the performance of the real estate market and the availability of real estate financing in India.

Their business is heavily dependent on the performance of the real estate market in India, particularly in the regions in which they operate, and could be adversely affected if market conditions deteriorate. Real estate projects involve a substantial amount of time and capital to develop, and they could incur losses if they purchase land at high prices and they have to dispose of their developed projects on unfavourabe terms. The real estate market is significantly affected by various factors including changes in government policies, economic conditions, growth and expansion plans of domestic and foreign businesses, demographic trends, employment and income levels and interest rates, among other factors. These factors can affect the demand for and valuation of both their projects under development and their planned projects. Further, the real estate market, both for land and developed properties is relatively illiquid, as a result of factors such as high transaction costs and time lag for completed developments, which may limit their ability to respond promptly to market events.

The price increases experienced in the Indian real estate market over the past three years are likely to be unsustainable. Lower interest rates on financing from India’s retail banks and housing finance companies, particularly for residential real estate, and favourable tax treatment of loans, have helped fuel the recent growth of the Indian real estate market. However, India has experienced rising interest rates over the last two fiscal years, with the RBI repo rate rising from 6.5 per cent as of July 31, 2006 to 7.75 per cent as of July 31, 2007. Rising interest rates or reduced affordability of mortgage finance could discourage customers, particularly customers for their residential properties, from borrowing to finance real estate purchases and could adversely impact the real estate market. The interest rate at which their customers borrow funds affects the affordability of, and hence the market demand for, their residential real estate developments.

Additionally, stricter provisioning and risk weightage norms imposed by the RBI in relation to real estate loans by banks and housing finance companies could reduce the attractiveness and availability of property or developer financing and the RBI or the Government of India may take further measures designed to reduce or having the effect of reducing credit to the real estate sector. Their business could be adversely affected if the demand for, or supply of, real estate financing at attractive rates or terms were to diminish or cease to exist.

3. They may not be able to add to or replenish their Land Reserves by acquiring suitable sites at reasonable cost which may adversely affect their business and prospects.

In order to maintain and grow their business, they will be required to continuously increase their Land Reserves with new sites for development. Their ability to identify and acquire suitable sites is dependent on a number of factors that are beyond their control. These factors include the availability of suitable land, the willingness of landowners to sell land and/or assign development rights on terms attractive to them, the ability to obtain an agreement to sell from all the owners where land has multiple owners, the availability and cost of financing, encumbrances on targeted land, government directives on land use and the obtaining of permits and approvals for land acquisition and development. The failure to acquire or obtain development rights over targeted or purchased land may cause them to modify, delay or abandon entire projects, which in turn could cause their business to be adversely affected. Further information on their Land Reserves is contained in “Their Business – Description of their Business – Land Reserves” on page 66 of this Draft Red Herring Prospectus.

In addition, land acquisition in India has historically been subject to regulatory restrictions on foreign investment. These restrictions are gradually being relaxed and, combined with the aggressive growth strategies and financing plans of real estate development companies as well as real estate investment funds in the country, this is in some cases making suitable land increasingly expensive. If they are unable to compete effectively in the acquisition of suitable land, their business and prospects will be adversely affected.

4. They face uncertainty of title to their lands.

The difficulty of obtaining title guarantees in India means that title provide only for presumptive rather than guaranteed title. The title to these lands is often fragmented. Some of these lands may have irregularities of title, such as non-execution or non-registration of conveyance deeds and inadequate stamping and may be subject to encumbrances of which they may not be aware. For most of their land they have not yet completed the mutation process, which is the process by which their name is reflected in the local authority revenue records as owner of the land, and/or obtained non-encumbrance certificates from relevant authorities. In addition, their projects may be executed in collaboration with third parties. In some of these projects, the land may be owned by one or more of such third parties. In such instances, they cannot assure you that the persons with whom they enter into collaboration agreements have clear title to such lands.

While they conduct due diligence and assessment exercises prior to acquiring land, they may not be able to assess or identify all risks and liabilities associated with the land, such as faulty or disputed title, unregistered encumbrances or adverse possession rights. Most of their land is located in areas where the vernacular languages, such as Gurmukhi, are the principal languages used in the sale deed documentation and registration process, and they rely on local expertise in their due diligence and documentation. As a result, not all of their lands may have guaranteed title or title that has been independently verified. The uncertainty of title to land makes the acquisition and development process more complicated, may impede the transfer of title and expose them to legal disputes, adversely affecting their land valuations and their business and financial condition.

Legal disputes in respect of land title can take several years and considerable expense to resolve if they become the subject of court proceedings. The outcome of such legal proceedings can be uncertain. If they, or the owners of the land which is the subject of their development agreements, are unable to resolve such legal disputes or title defects, they may lose their interest in the land. Their ability to develop such land may be impaired pending the resolution of such dispute. The failure to obtain good title to a particular plot of land may prejudice the success of a development for which that plot is a critical part and may require them to write off expenditures in respect of the development.

5. It is often impracticable to obtain legal opinions in respect of land title in India and they have not obtained title opinions for a portion of their land comprising their Land Reserves.

There may be a number of uncertainties relating to land title in India including, among other things, difficulties in obtaining title guarantees and fragmented or defective title (see “– They face uncertainty of title to their lands” on page xiv). While they seek to retain lawyers to conduct due diligence and assessment exercises and issue title search reports prior to acquiring land, entering into joint or sole development agreements with land owners, and undertaking projects, it is impracticable for counsel to give legal opinions satisfying various technical legal requirements which arise out of court decisions because of the uncertainties discussed above. Prospective investors should note that neither legal counsel to the Issuer nor to the Underwriters is providing opinions in respect of title to their Land Reserves. Additionally, title insurance is not commercially available in India to guarantee title or development rights in respect of land. The absence of title insurance in India means that they face a risk of loss of land they believe they own or have development rights over, which would have an adverse effect on their business, financial condition and results of operations.

6. Their inability to procure contiguous parcels of land may affect their future development activities.

They seek to acquire parcels of land and development rights over parcels of land in various locations, over a period of time, for future development. In some cases, these parcels of land may be consolidated to form a contiguous landmass, upon which they can undertake development. However, they may not be able to procure such parcels of land at cost effective prices or on other terms that are acceptable to them or at all, which may affect their ability to consolidate parcels of land into a contiguous mass. Failure to acquire such parcels of land may cause delays or force them to abandon or modify the development of the land in such locations, which may further result in them failing to realise their investment for acquiring such parcels of land. Accordingly, their inability to procure contiguous parcels of land or enter into development agreements with the land owners may adversely affect their business prospects, financial condition and results of operations.

7. They enter into MoUs, agreements to purchase and similar agreements with third parties to acquire land or development rights which entails certain risks.

They enter into MoUs, agreements to purchase and similar agreements with third parties to acquire title or land development rights with respect to certain land. Since they do not acquire ownership or land development rights with respect to such land upon the execution of such MoUs, formal transfer of title or land development rights with respect to such land is completed after they have conducted satisfactory due diligence and/or requisite governmental consents and approvals have been obtained and/or they have paid all of the consideration for such land. As a result, they are subject to the risk that pending such consents and approvals, payment of considerations or their due diligence, sellers may transfer the land to other purchasers or that they may never acquire formal title or land development rights with respect to such land, which could have an adverse impact on their business.

Of their total Land Reserves of 542.0 million square feet of Saleable Area, they have entered into MoUs and agreements to purchase and similar agreements with third parties to acquire land or land development rights in respect of 39 million square feet, representing 7.16 per cent of their total Saleable Area. For further details in relation to their Land Reserves, see the section “Business – Description of Their Business – Land Reserves” on page 66 of this Draft Red Herring Prospectus.

They also make partial payments to third parties to acquire certain land or land development rights which they may be unable to recover under certain circumstances. They cannot assure you that the acquisition of such land or land development rights will be completed in a timely manner, at the intended cost, or at all. In the event that they are unable to acquire such land or land development rights, they may be unable to recover the partial payment made by them with respect to that land. Their inability to acquire such land or land development rights, or if they fail to recover the partial payment made by them with respect to such land, may adversely affect their business, financial condition and results of operation.

Further, certain third parties with whom they have entered into such agreements may not have ownership rights or clear title over such land or may have created encumbrances over such land or have litigation pending with respect to such lands or may have to comply with certain conditions before the title to such land or land development rights may be conveyed to them. Until ownerships rights or clear title has been obtained, litigation is settled, such conditions have been complied with or a judgment has been obtained by a court of competent jurisdiction, they may be unable to utilise such lands according to the terms of such agreements which could adversely affect their business, financial condition and results of operations.

8. They currently undertake and in the future will undertake certain projects by entering into development agreements with third parties, which may entail certain risks.

They engage in certain projects by entering into development agreements with third parties that own title to land or are in the process of obtaining title to land and they, by virtue of a development agreement, acquire development rights to such land. Certain parties granting them development rights have not yet acquired ownership rights or clear title in respect of land that they have categorised as part of their Land Reserves. As of August 31, 2007, such land comprised in the aggregate approximately 2,050 acres, representing approximately 17% of their Land Reserves and includes for example (i) land in Punjab and Delhi where the parties granting them development rights have beneficial interest over land through arrangements or agreements, including land pooling schemes, and (ii) land in Pune where the party granting them development rights is the registered owner in respect of only 225 acres of land of the total area of 520 acres and has entered into MoUs/agreements to sell and purchase or is in negotiations with the owners of land to acquire the remaining land. Parties granting them development rights may also have litigation pending with respect to such lands. They cannot assure you that the third parties with whom they have entered into such agreements will be successful is acquiring ownership rights or clear title to such land. If such irregularities exist in respect of land over which they have joint or sole development rights, they may not be able to develop and/or acquire such land, which could have an adverse effect on their financial condition and results of operations.

Further, they are generally required to obtain approvals and licenses in respect of the project under development and complete the project within a specified period of time, failing which the agreement may be terminated and/or their security deposit may be forfeited and/or they may be required to pay compensation and/or liquidated damages.

They generally bear the costs of development of the land, including payments in respect of license fees, obtaining and/or renewing licenses, change of land use and other expenses relating to sanctioning of plans and completion.

Upon the completion of the development, they are entitled to acquire (i) right, title and interest over 100% of the total developed area of the land or (ii) right, title and interest over a specified proportion (not all) of the total developed area of the land or a specified portion of the gross or net revenue generated from the developed project.

In certain agreements, their development rights or entitlement to a specified proportion of the revenue generated from the project is for a specified period of time. For example, in Andhra Pradesh, under an assignment agreement dated November 3, 2006, their rights over 235 acres of land to be developed as a golf course are for a term of 66 years after which the developed project reverts back to Andhra Pradesh Industrial Infrastructure Corporation Limited, the lessor of the land.

In certain agreements, they are not entitled to assign the agreement in favour of their associates or Subsidiaries unless the written consent of the entity granting them development rights is obtained.

They also sometimes enter into joint development agreements pursuant to which they share the development rights with their joint development partner. If a joint developer fails to perform its obligations in a satisfactory manner, the joint partnership may be unable to successfully complete the intended project on the intended timetable, at the intended cost, or at all. Further, such parties may have business interests or goals that are inconsistent with theirs, such that disputes may arise which could cause delays in completion, or the complete abandonment, of the project.

9. Most of their projects are in the preliminary stages of planning and require approvals or permits and they are required to fulfil certain conditions precedent in respect of some of them.

Their plans in relation to a significant number of their intended projects in their four business lines (residential, commercial, retail and hospitality) and other initiatives (healthcare, education and infrastructure) have yet to be finalised and approved. They require statutory and regulatory approvals and permits and applications need to be made at appropriate stages for them to successfully execute each of these projects. For example, they are required to obtain requisite environmental consents, fire safety clearances, no-objection from the Airport Authority of India and the commencement, completion and occupation certificates from the competent governmental authorities. Of their total Land Reserves of 12,544 acres, approximately 83 per cent comprises agricultural land for which they and their joint development partners have not yet obtained a certificate of change of land use. They are currently in the process of converting another 10 per cent of their total Land Reserves into non-agricultural land for which applications are pending with relevant authorities. Further, they are required to renew certain of their existing approvals. While they believe they will obtain approvals or renewals as may be required, there cannot be any assurance that the relevant authorities will issue any such approvals or renewals in the anticipated time frames or at all. Any delay or failure to obtain the required approvals or renewals in accordance with their project plans may adversely effect their ability to implement their planned projects and adversely affect their business and prospects. Further, some approvals and/or renewals for projects under joint development have been obtained or applied for by their joint development partners and/or owners of the land and such approvals and/or renewals have not been transferred in their name. They cannot assure you that their joint development partners will obtain such approvals and/or renewals, in a timely manner, or at all.

Approximately 83 per cent of their total Land Reserves comprises land for which they or their joint development partners have not yet obtained a certificate for change of land use from agricultural use. The procedure for obtaining a certificate for change of land use varies from state to state. However, the procedure typically followed includes the filing of an application (along with the requisite documents) in a prescribed format with the relevant authority for obtaining a change of land use permission/certificate. Such application is considered by the relevant authority on the basis of criteria established in the relevant zoning regulations for the development of such land. A decision is communicated by the relevant authority within a prescribed period from the date of submission of the application. The applicant is also required to pay fees for a certificate of change of land use, which may vary from state to state.

Moreover, there can be no assurance that they or their joint development partners will not encounter material difficulties in fulfilling any conditions precedent to the approvals or renewals. For example, their licenses in respect of certain group housing projects in Punjab require them to construct residential units/develop plots for economically weaker sections on specified area of land. The sale, including the sale price, of such units/plots is to be determined by the government.

Further, they may not be able to adapt to new laws, regulations or policies that may come into effect from time to time with respect to the real estate industry in general or the particular processes with respect to the granting of approvals. For more information, see the section “Government/Other Approvals” beginning on page 636 of this Draft Red Herring Prospectus.

10. The government may exercise rights of compulsory purchase or eminent domain in respect of their lands.

Like other real estate development companies in India, they are subject to the risk that central or state governments in India may exercise rights of eminent domain, or compulsory purchase in respect of lands. The Land Acquisition Act, 1894 allows the central and state governments to exercise rights of compulsory purchase, or eminent domain, which, if used in respect of their land, could require them to relinquish land with minimal compensation. The likelihood of such actions may increase as the central and state governments seek to acquire land for the development of infrastructure projects such as roads, airports and railways. Any such action in respect of one or more of their major current or proposed developments could adversely affect their business.

11. They may not be successful in identifying suitable projects both in terms of the type and location of their projects, which may impede their growth.

Their ability to identify suitable projects is fundamental to their business and involves certain risks, including identifying and acquiring appropriate land or development rights over appropriate land, appealing to the tastes of residential customers, understanding and responding to the requirements of commercial clients and anticipating the changing retail and hospitality trends in India. In identifying new projects, they also need to take into account land use regulations, the land’s proximity to urban infrastructure and civic amenities such as transport links, water and electricity. They may not be successful in identifying suitable projects that meet future market demand. The failure to identify suitable projects, build or develop saleable or lettable properties or meet customer demand in a timely manner could result in lost or reduced profits. In addition, it could reduce the number of projects they undertake and impede their growth.

12. Their Land Reserves may be affected by a change in approved land use in urban master plan areas.

They believe that most of their Land Reserves are located in government approved urban master plan areas and it has been and will continue to be their policy to purchase land in such areas in order to mitigate the risk that Land Reserves be recharacterised to their original use. However, there remains the possibility that, even in government approved urban master plan areas, designation and characterization of land as commercial, residential or otherwise may change. If they are unable to use the land for the development for which the land was purchased, they may be required to modify, delay or abandon elements of that development or the development project in its entirety, which could have an adverse effect on the relevant project and as such their business.

13. They may not be able to develop all of their Land Reserves.

They have Land Reserves in various regions across India. As of August 31, 2007, these Land Reserves amounted to 12,544 acres with an aggregate estimated Saleable Area of 542.0 million square feet of which over 17.0 million square feet is under development.

Their ability to develop their Land Reserves and generate the estimated Developable Area is subject to a number of risks and contingencies, some of which are summarized below:

Ø the title to the lands they own may be defective or could be challenged;

Ø the MoUs and agreements to purchase and/or develop land may expire, and they may not be able to renew the agreements that have expired;

Ø they may not receive the lands that are supposed to be allocated to them by government authorities, whether as a result of political factors or otherwise; and

Ø they may not receive the expected benefits of the sole or joint development rights they have been granted.

Some of these risks are discussed in greater detail below. If any of these risks materialize, they may not be able to develop their Land Reserves and generate developed area in the manner they currently contemplate, which could have a material adverse effect on their business, results of operations and financial condition.

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

The growing disposable income of India’s middle and upper income classes, together with changes in lifestyle, has resulted in a substantial change in the nature of their demands. Increasingly, consumers are seeking better housing and better amenities such as schools, retail areas, health clubs and parks in new residential developments. In their residential business line their focus is on developing integrated master planned communities in the mid to luxury segment in which they design, build and sell a wide range of properties including villas, townhouses and apartments of varying sizes. By “integrated master planned communities”, they mean that they include healthcare, developments that have one or more community facilities, including hospitals, schools, retail and commercial buildings, enabling a “live, work and play” theme within the same development. These sorts of amenities have historically been uncommon in India’s residential real estate market and if they fail to anticipate and respond to consumer requirements, they could lose potential customers to competitors, which in turn could adversely affect their business and prospects.

15. The success of their retail strategy depends on their ability to build malls in appropriate locations and attract suitable retailers and customers.

The success of their retail real estate business depends on their ability to recognise and respond to the changing trends in India’s retail sector and position theirselves in attractive locations. They 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, they need to create demand for their malls where customers can take advantage of a variety of retail options and amenities.

They also must secure suitable anchor tenants and other retailers as they play a key role in generating customer traffic. There can be no assurance, however, that their anchor tenants will attract or draw potential customers to enter into their malls. With the likely entry of major international retail companies into India and the establishment of competing retail operations, there will be an increasing need to attract and retain major anchor tenants and other retailers who can successfully compete with the growing presence of large international retailers. 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 their ability to continue to attract successful retailers and visitors to their malls.

16. Their plans to develop hotels are subject to a number of contingencies and may not be successful.

As part of their growth strategy, they intend to use their existing real estate development capabilities to build and own hotels. The success of this business is dependent on their ability to select appropriate locations and to successfully undertake projects with their strategic partners to profitably operate the hotels. Their success in the development of hotels will also depend on their ability to forecast and respond to demand in an industry in which they have little or no experience to date. They have entered into a joint venture relationship with Accor for the development and operation of the “Formule 1” brand of budget hotels to India and a joint venture agreement with Premier Travel Inn in relation to the development and operation of mid-market category hotels. They have entered into an operating agreement and a memorandum of understanding with Marriott Hotels India Private Limited and a letter of intent with Four Seasons Hotels Limited to develop, operate and manage hotels with them under certain Marriott and Four Seasons brands. Their hotel business is reliant on attracting further quality hotel operators and in the process reliant on their performance to consistently deliver a well run, well regarded establishment. They cannot assure you that these ventures will be successful. In the event that these arrangements with their strategic partners are not successful, their reputation as a hospitality partner for future projects may be affected. If their partners fail to meet their obligations or experience financial or other difficulties or suffer a loss of reputation, their projects may suffer and, as a result, their business and results of operations. The hotel industry entails additional risks that are distinct from those applicable to their businesses of developing residential, commercial and retail properties, including the supply of hotel rooms exceeding demand, the failure to attract and retain business and leisure travellers as well as adverse international, national or regional travel or security conditions. Any of these developments could have an adverse effect on their business, results of operations and financial condition. For further detail see “Their Business — Leveraging their strategic relationships” on page 5 of this Draft Red Herring Prospectus.

RISKS RELATING GENERALLY TO SUBJECT BUSINESS

17. A decline in the financial condition of their residential, commercial, retail and hotel customers as well as their prospective tenants or customers may adversely affect their business and financial results.

General economic conditions may affect the financial stability of their customers and prospective customers and/or the demand for their residential, commercial, retail and hospitality real estate. In the event of a default by a tenant prior to the expiry of a lease, they will suffer a rental shortfall and incur additional costs, including legal expenses, in maintaining, insuring and re-letting the property. If they are unable to re-let or renew lease contracts promptly, if the rentals upon such renewals or re-leasing are significantly lower than the expected value or if reserves or demand for their hospitality products is lower than they expect, their results of operations, financial condition and the value of their real estate could be adversely affected.

18. Most of their projects require the services of third parties, which entails certain risks.

Most of their projects require the services of third parties including architects, engineers, contractors and suppliers of labour and materials. The timing and quality of construction of the projects they develop depends on the availability and skill of these third parties, as well as contingencies affecting them, including labour and raw material shortages and industrial action such as strikes and lockouts. They may not be able to identify appropriately experienced third parties and cannot assure you that skilled third parties will continue to be available at reasonable rates and in the areas in which they undertake their projects, or at all. As a result, they may be required to make additional investments or provide additional services to ensure the adequate performance and delivery of contracted services. Any consequent delay in project execution could adversely affect their profitability and reputation.

19. They utilise independent construction contractors, whom they do not control, to construct projects.

They contract with independent construction contractors for the construction of all of their projects and they have entered into joint venture relationships with Leighton International Limited (for construction) and Turner Construction International LLC (for project management) and an MoU with Multiplex Limited (for construction). If a contractor fails to perform its obligations satisfactorily with regard to a project, they may be unable to develop the project within the intended timeframe, at the intended cost, or at all. In such circumstance, they may be required to incur additional cost or time to develop the property to appropriate quality standards in a manner consistent with their development objective, which could result in reduced profits or in some cases, significant losses. They cannot assure you that the services rendered by any of their independent construction contractors will always be satisfactory or match their requirements for quality.

Additionally, they rely on manufacturers and other suppliers of materials and do not have direct control over the materials they supply, which may adversely affect the construction quality of their developments.

20. Their joint venture and strategic partners may not perform their obligations satisfactorily and their interests may differ from theirs.

They have entered into several agreements and memoranda of understanding in hospitality, one of their four business lines and in healthcare, one of their other initiatives. They have also entered into joint venture arrangements with regard to construction and project management.

The success of these joint ventures depends significantly on the satisfactory performance by their joint venture partners and the fulfilment of their obligations. If one of these companies or a joint venture partner fails to perform its obligations satisfactorily, the joint venture will be unable to perform adequately or deliver its contracted services. In such a case, they may be required to make additional investments in the joint venture or become liable or responsible for its obligations, which could result in reduced profits or in some cases, significant losses and a diversion of their management attention. The inability of a joint venture partner to continue with a project due to financial or legal difficulties could mean that they would bear increased, or possibly sole, responsibility for the relevant projects.

Additionally, their joint venture partners may hold different views about various aspects of a project and if the interests of their joint venture partners conflict with their interests, their business may be adversely affected. Arrangements governing their joint ventures may permit them only partial control over the operations of the joint ventures under certain circumstances. Where they hold a majority interest in a joint venture, it may be necessary for them to obtain consent from a joint venture partner before they can cause the joint venture to make or implement a particular business development decision or to distribute profits to them. These and other factors may cause their joint venture partners to act in a way contrary to their interests, or otherwise be unwilling to fulfil their obligations under their joint venture arrangements. Moreover, their joint ventures that limit their ability with various parties, such as Leighton International Limited and Turner Construction International LLC, contain restrictive covenants to dispose of their shareholding in the joint ventures for significant periods, sometimes ranging from three to five years, which would limit their ability to exit an unsatisfactory joint venture. See also “History of the Group — History of Certain Corporate Matters — Joint Ventures and other Agreements”.

Any negative cash flows in the future could adversely affect their results of operations and financial condition.

21. Their contingent liabilities and capital commitments could adversely affect their financial condition.

As of June 30, 2007, contingent liabilities not provided for in their restated consolidated financial statements aggregated Rs.l00.00 million and capital commitments (net of advances) aggregated Rs.780.30 million.

In the event that any of their contingent liabilities become non-contingent, their financial condition and results of operations may be adversely affected. Their capital commitments not provided for could adversely affect their financial condition if such commitments are not executed according to the terms and conditions of the respective contracts. For further information, see the notes to their restated consolidated financial statements as of June 30, 2007, beginning on page 467 of this Draft Red Herring Prospectus.

22. Their lenders have imposed certain restrictive conditions on them under their financing arrangements.

Under certain of their existing financing arrangements, the lenders have the right to withdraw the facilities in the event of any change in circumstances, including but not limited to, any material change in the ownership or shareholding pattern or management of the Company. Further, certain of their financing arrangements impose restrictions on the utilisation of the loan for certain specified purposes only, such as for the purposes of meeting the expenses of land acquisition and development and related activities. Their facility arrangements also contain cross default provisions.

They are also required to obtain the prior consent from their lenders for, among other matters, any prepayment of the loan, effecting any merger, amalgamation, reconstruction or consolidation which would have the effect of seconding the security position of the lenders, encumbering or seeking to encumber the mortgaged property under the loan agreement, or declaring or paying any dividend after the occurrence of an event of default. They have also undertaken to inform the lender of any litigation, arbitration or other proceedings or any material event which may affect their ability to perform their obligations under the facility agreement or the mortgage deed, maintain certain financial ratios, maintain insurance on and in relation to the mortgaged property under the loan agreement, and provide, or grant a right of inspection with respect to, certain documents, including audited accounts, other statements or information relating to their operation or business, survey plans, contracts for construction and any other document that the lender may require on the occurrence of an event of default and the right of access to the mortgaged property from time to time.

There can be no assurance that they will be able to obtain lender consents on time or at all. This may limit their ability to pursue their growth plans and limit their flexibility in planning for, or reacting to, changes in their business or industry, for further information, see the section “Their Indebtedness” beginning on page 580 of this Draft Red Herring Prospectus.

23. They may be subject to tax liabilities arising from search and seizure operations by the Indian income tax authorities.

On September 12, 2007, they were subjected to search and seizure operations under section 132 and survey under section 133A of the Income Tax Act, 1961. During the course of these search and seizure operations, the income tax authorities have taken custody of certain material such as documents, records, computer files and hardware, and recorded statements of certain of their officials. Simultaneously, there were similar operations conducted at the residences of certain directors, Promoters and Promoter Group Companies. The tax officials are examining the materials seized and statements recorded during the course of the operations. They have not received any communication or demand notice so far from the income tax authorities in connection with the said search and seizure operations. Pending completion of these proceedings, tax liability if any that may arise on this account, is presently unascertainable and will be recognized upon conclusion of search proceedings.

24. They one of their Directors, and certain parties granting them development rights are involved in certain legal and other proceedings that if determined against them, could have a material adverse effect on their financial condition and results of operations.

They and one of their Directors, are defendants in a number of legal proceedings. These legal proceedings are pending at different levels of adjudication before various courts and tribunals. Should any new developments arise, such as a change in Indian law or rulings against them by appellate courts or tribunals, they may need to make provisions in their financial statements, which could increase their expenses and their liabilities. They cannot assure you that these legal proceedings will be decided in their favour or in favour of their Directors. Decisions in such proceedings adverse to their interests may have a material adverse effect on them, their results of operations and business prospectus.

As of August 31, 2007, the total amount of claims outstanding against them in these cases was approximately Rs.705.25 million. Their pending litigation consists of:

Number of Cases

Type of Matters	Company, Subsidiaries and Companies Owned by EMGF	Directors
Criminal Proceedings	Ø 1 first information report filed by the Company Ø 1 first information report filed by a Subsidiary Ø 1 first information report filed against a Subsidiary (a protest petition has been filed with the Additional Civil Judge and the Judicial Magistrate) Ø 1 complaint filed against them under Section 138 of the Negotiable Instruments Act, 1938 Ø 1 complaint filed by them under Section 138 of the Negotiable Instruments Act, 1938	NIL
Civil Proceedings	Ø 62 civil proceedings, including appeals, filed against them in respect of land, including for restraining sale of land, for partition of land and specific performance Ø 48 civil proceedings, including appeals, writ petitions and contempt petitions, filed by them in respect of land, including for specific performance	NIL
Tax Proceedings	Ø 7 proceedings including assessment proceedings and summons	1 Show cause notice received by a Director

25. There is litigation currently outstanding involving their Promoters and entities within their Promoter Group.

Certain of their Promoters and entities within their Promoter Group are currently involved in litigation such litigation is pending at different levels of adjudication before various courts and tribunals. Should new developments arise in respect of such litigation, such as a change in Indian law or rulings against such entities by appellate courts or tribunals, their Promoters and entities within their Promoter Group may face losses and may need to make provisions in their financial statements in respect of such litigation, which could adversely impact their business results. Further, if significant claims are determined against such entities and such entities are required to pay all or a portion of the disputed amounts, it could have a material adverse effect on their business and profitability. The pending litigation consists of:

Type of Matters	Number of Cases
Criminal Proceedings	NIL
Civil Proceedings	Promoters: 8 civil proceedings, including writ petitions filed against the Promoters challenging certain notifications issued by the government for acquisition of land. 16 civil proceedings, including writ petitions filed by the Promoters challenging certain notifications issued by the government for acquisition of land. Promoter Group: 21 civil proceedings, including writ petitions filed against the Promoters challenging certain notifications issued by the government for acquisition of land. 5 civil proceedings, including writ petitions filed by the Promoters challenging certain notifications issued by the government for acquisition of land.
Tax Proceedings	19 proceedings including assessment proceedings and summons

26. Their funding requirements and the deployment of the net proceeds of the Issue are based on management estimates and have not been independently appraised.

Their funding requirements and the deployment of the net proceeds of the Issue are based on management estimates and have not been appraised by any bank or financial institution. In view of the highly competitive nature of the industry in which they operate, they may have to revise their management estimates from time to time and consequently their funding requirements may also change. This may result in the rescheduling of their project expenditure programmes and an increase or decrease in their proposed expenditure for a particular project. by brokers. In addition, the governing bodies of the Indian stock exchanges have from time to time restricted securities from trading, limited price movements and restricted margin requirements. Further, disputes have occurred on occasion between listed companies and the Indian stock exchanges and other regulatory bodies that, in some cases, have had a negative effect on market sentiment. If similar problems occur in the future, the market price and liquidity of the Equity Shares could be adversely affected.

Notes to risk factors:

Ø Based on their restated consolidated financial statements, their net worth was Rs. 47666.1 million as of June 30, 2007. Their net worth as of March 31, 2007 was Rs. 46697.4 million. For more information, see the section “Financial Statement” beginning on page 467 of this Draft Red Herring Prospectus.

Ø Based on their restated consolidated financial statements, the book value per Equity Share, based on their net worth of Rs. 47,666.1 million, was Rs. 358.03 as of June 30, 2007. For more information, see the section “Financial Statement” beginning on page 467 of this Draft Red Herring Prospectus

Ø Public Issue of [●] Equity Shares at a price of Rs. [●] for cash, aggregating Rs. [●] million. The Issue will constitute [●] per cent of the fully diluted post-Issue Equity Share capital of the Company.

Ø The average cost of acquisition of the Equity Shares by the Promoters is Rs. 44.51 per Equity Share.

Ø Other than as stated in the section “Capital Structure- Notes to Capital Structure- Note 1”

beginning on page 20 of this Draft Red Herring Prospectus, they have not issued any Equity Shares for consideration other than cash.

Ø For details of the related party transactions, see the section the section “Related Party Transactions” beginning on page 465 of this Draft Red Herring Prospectus.

Ø Investors may note that in case of over-subscription in the Issue, at least 60 per cent of the Issue shall be Allotted on a proportionate basis to Qualified Institutional Buyers. 5 per cent of the QIB Portion shall be available for allocation to Mutual Funds and the remaining QIB Portion shall be available for Allocation to QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. If at least 60 per cent of the Issue cannot be allocated to QIBs, then the entire application money will be refunded forthwith. Further, not less than 10 per cent of the Issue shall be available for Allocation on a proportionate basis to Non-Institutional Bidders and not less than 30 per cent of the Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price. Further, up to [●] Equity Shares shall be available for allocation on a proportionate basis to Employees, subject to valid Bids being received at or above the Issue Price. For more information, see the section “Issue Structure” beginning on page 668 of this Draft Red Herring Prospectus.

Ø Except as disclosed in the sections “Their Prompters and Promoter Group Companies” and “Their Management” beginning on pages 399 and 377 of this Draft Red Herring Prospectus, respectively, none of the Promoters, Directors or key managerial employees have any interest in the Company except to the extent of remuneration and reimbursement of expenses and to the extent of the Equity Shares and/or options held by them or their relatives and associates or held by the companies, firms and trusts in which they are interested as directors, member, partner or trustee and to the extent of the benefits arising out of such shareholding.

Ø For details of transactions in the securities of the Company by the Prompter, the Promoter Group and Directors in the last six months, see the section “Capital Structure –Notes to Capital Structure” beginning on page 20 of this Draft Red Herring Prospectus.

Ø For information on changes in the Company’s name and objects clause of the Memorandum of Association of the Company, see the section “History and Certain Corporate Matters” beginning on page 96 of this Draft Red Herring Prospectus.

Ø Investors are advised to refer to the section “Basis for Issue Price” beginning on page 36 of this Draft Red Herring Prospectus.

Ø Any clarification or information relating to the Issue shall be made available by the BRLMs and their Company to the investors at large and no selective or additional information would be available for a section of investors in any manner whatsoever. For any clarification or information relating to the Issue, investors may contact the BRLMs, who will be obliged to provide such clarification or information to the investors.

Ø Investors may contact the BRLMs and the Syndicate Members for any complaints pertaining to the Issue.

Ø Trading in Equity Shares for all investors shall be in dematerialised form only.

OVERVIEW

Emaar MGF Land Limited (“Emaar MGF” or the “Company”) is a joint venture between Emaar Properties PJSC (“Emaar”) of Dubai and MGF Development Limited (“MGF”) of India. Emaar is one of the world’s leading real estate companies – having developed approximately 45.0 million square feet of real estate across residential, commercial and other business segments and with operations in 16 countries, as of August 31, 2007. MGF has over the last 10 years established itself as one of the key players in retail real estate development in Northern India.

They commenced their operations in India in February 2005. Their primary business is the development of properties in the residential, commercial, retail and hospitality sectors. In addition, they have also identified healthcare, education and infrastructure as business lines for future growth. Their operations span across various aspects of real estate development, such as land identification and acquisition, project planning, designing, marketing and execution.

As of August 31, 2007, they have Land Reserves across India approximating 12,544 acres of which they have development plans for approximately 11,580 acres expected to provide them with an estimated Developable Area of approximately 559.0 million square feet and an estimated Saleable Area of approximately 542.0 million square feet. “Saleable Area” refers to the part of the Developable Area relating to their economic interest in such property. “Developable Area” refers to the total area they develop in a property, and includes carpet area, common area, service and storage area and car parking. Such area, other than car parking space, is often referred to in India as “super built-up” area.

Their mission as a real estate development company is to develop and deliver unique integrated lifestyle and work place environments and planned developments and to be recognised as a responsible corporate citizen and an employer of choice. In their residential business line, their main focus is on developing integrated master planned communities in the mid to luxury segment, wherein they design, build and sell a wide range of properties including villas, townhouses and apartments of varying sizes. By “integrated master planned communities”, they mean that developments have one or more community facilities, including hospitals, schools, retail and commercial buildings enabling a “live, work and play” theme within the same development.

In their commercial business line, they are focussed on developing, selling and leasing office and SEZ properties targeted towards a wide range of customers from individual users and small companies to large corporates in various sectors including IT and ITES. Their commercial properties shall include both stand-alone commercial sites and properties forming part of their integrated master planned communities.

In their retail business line, they are developing for sale or lease shopping centres within their integrated master planned communities and on a stand-alone basis, large regional destination malls and luxury retail space at their luxury hotel developments.

In their hospitality business line, they are developing hotels at various price points in the luxury, up market, midmarket and budget segments across India. They intend to enter into management agreements with well-recognized, experienced and successful international hospitality companies for the operation and management of their hotels, on an exclusive geographical basis wherever possible. They have entered into joint ventures with Accor for the development and operation of budget hotels and Premier Travel Inn for the development and operation of midmarket category hotels in India. Both of these joint ventures are on an exclusive basis (the details of which are set out under “History and Certain Corporate Matters – Joint Venture and Other Agreements” below). In addition, they have entered into relationships with InterContinental Hotels group companies, Four Seasons Hotels Limited and Marriott Hotels India Private Limited for the operation and management of some of their other hotel properties.

Their current projects under development include:

Ø Mohali Hills (plots), part of a 3,000 acre project of integrated master planned communities in Mohali near Chandigarh with an estimated Saleable Area of 5.7 million square feet all of which is currently under development and has been launched for sale. This project is expected to be completed in the fiscal year 2009-10;

Ø The Views at Mohali Hills, part of a 3,000 acre project of integrated master planned communities in Mohali near Chandigarh with an estimated Saleable Area of 1.9 million square feet all of which is currently under development and has been launched for sale. This project is expected to be completed in the fiscal year 2009-10;

Ø The Villas at Mohali Hills, part of a 3,000 acre project of integrated master planned communities in Mohali near Chandigarh with an estimated Saleable Area of 1.2 million square feet all of which is currently under development. This project is estimated to be completed in the fiscal year 2009-10.

Ø Boulder Hills (Group Housing Phase I), a 14 acre residential project (part of a 510.4 acre integrated master planned community) in Hyderabad with an estimated Saleable Area of 1.9 million square feet all of which is currently under development. This project is expected to be completed in the fiscal year 2009-10;

Ø Palm Springs, a 16.5 acre high-end residential project in Gurgaon with an estimated Saleable Area of 0.7 million square feet all of which is currently under development and has been launched for sale. This project is expected to be completed in the fiscal year 2009-10;

Ø The Commonwealth Games Village 2010 residential complex, a 27.7 acre project in Delhi with an estimated Saleable Area of 1.8 million square feet, all of which is currently under development. This project is expected to be completed in the fiscal year 2009-10;

Ø Chennai Esplanade (Phase I), a 7 acre residential project (part of a 14 acre project) in North Chennai with an estimated Saleable Area of 0.4 million square feet all of which is currently under development. This project is expected to be completed in the fiscal year 2009-10;

Ø Palm Drive, a 31.6 acre residential development in Gurgaon with an estimated Saleable Area of 3.3 million square feet, all of which is currently under development. This project is expected to be completed in the fiscal year 2009-10;

Ø The Central Plaza at Mohali Hills, part of a 3,000 acre development of integrated master planned communities in Mohali near Chandigarh. This retail development has an estimated Saleable Area of 0.5 million square feet all of which is currently under development and has been launched for sale. This project is expected to be completed in the fiscal year 2009-10;

Ø Courtyard by Marriott” in Amritsar, a hotel project of approximately 150 keys. The project is expected to be completed in the fiscal year 2009-10.

Ø “J.W. Marriott” in Kolkata, a hotel project of approximately 250 keys. The project is expected to be completed in the fiscal year 2009-10.

Ø “Holiday Inn” in Kolkata, a hotel project of approximately 250 keys. The project is expected to be completed in the fiscal year 2009-10.

Ø “Holiday Inn” in Dehradun, a hotel and convention centre project of approximately 200 keys. The project is expected to be completed in the fiscal year 2009-10.

Ø A luxury hotel in Jasola of approximately 250 keys. The project is expected to be completed in the fiscal year 2009-10.

Details of their Land Reserves are contained under “—Description of Their Business — Land Reserves” below.

As of August 31, 2007, most of their Land Reserves are located in or near prominent cities across India as indicated in the table below: Company to provide new table

Location	Acreage
North
Chail	18
Dehradun	1129
Delhi	1313
Ghaziabad	378
Gurgaon	2808
Jaipur	416
Jalandhar	238
Lucknow	390
Ludhiana	347
Mohali	2775
South
Chennai	51
Coimbatore	264
Hyderabad	510
Kochi	360
Mangalore	75
Mysore	153
East
Kolkata	6
Shillong	80
West
Alibaugh	25
Goa	483
Indore	205
Pune	520
Total	12,544

They estimate that their Land Reserves will provide them with a Saleable Area of approximately 134.9 million square feet of plotted residential development (including built up villas), 300.0 million square feet of built up residential properties, 86.6 million square feet of commercial properties, 17.0 million square feet of retail properties and 5,225 keys in their hospitality properties as of August 31, 2007.

For the three months ended June 30, 2007 (their first quarter in which revenues were recognised) their consolidated total income was Rs. 1,931.7 million and their consolidated net profit (as restated) was Rs. 499.4 million. For the year ended March 31, 2007, their consolidated total income was Rs. 168.7 million and their consolidated net loss was Rs. 466.0 million.

HISTORY OF THE GROUP

Their Company was incorporated on February 18, 2005 as a joint venture between Emaar and MGF on an exclusive basis in India. The details of the joint venture agreement and the exclusivity arrangement are set out under “History and Certain Corporate Matters – Joint Venture and Other Agreements” below. They had shareholder funds (i.e., paid up share capital and reserves) of Rs. 47.7 billion as of June 30, 2007. The Company was converted into a public limited company on August 13, 2007.

Emaar, incorporated in 1997, is one of the world’s leading real estate companies – having developed approximately 45.0 million square feet of real estate across residential, commercial and other business segments and with operations in 16 countries as of August 31, 2007. It is listed on the Dubai Financial Market and is part of the Dow Jones ‘Arab Titan’ Index and S&P IFCG Extended Frontier 150 Index. Emaar is also an FT Global 500 company, a global ranking by Financial Times that provides an annual snapshot of the world’s largest

companies, listed on the basis of market capitalization. In October 2006, Emaar was awarded ‘Best Developer in the UAE’ for the second consecutive year and ‘Best Developer in Egypt’ at the Euromoney Gulf Real Estate Awards. Emaar is developing several real estate projects including the Burj Dubai Downtown development (a development which is expected to comprise properties spanning the residential, retail, commercial and hospitality sectors, including the Burj Dubai – stated to be the world’s tallest tower, the Dubai Mall – stated to be the world’s largest entertainment and shopping mall, the Old Town – a low-rise residential community, Burj Dubai Lake Hotel and Serviced Apartments and the Burj Dubai Boulevard) and the King Abdullah Economic City in the Kingdom of Saudi Arabia (a development which is planned to be a mixed use city extending along a 35 kilometre shoreline and is located near the commercial hub of Jeddah). In addition to the UAE, India and Saudi Arabia, Emaar has projects in various countries including Egypt, Turkey, Morocco, Jordan, Pakistan and the United States of America. Emaar is an ISO 9001:2000 quality certified company. In addition to geographical expansion, Emaar is also diversifying into other sectors, including leisure and hospitality, malls, education, healthcare and finance. In the hospitality and leisure sector, Emaar has entered into an exclusive agreement with Giorgio Armani S.p.A. to build and manage Armani hotels and resorts globally. In the education sector Emaar acquired Singapore-based Raffles Campus Pte Limited, a company involved in providing education with campuses in Singapore, Indonesia, Hong Kong, China and Vietnam. Emaar also holds equity in Dubai Bank which is focused on retail and commercial banking; Amlak Finance PJSC, a leading UAE Islamic home financing company; and Emaar Industries and Investments (Pvt) JSC which has an investment focus on technology and light manufacturing industries in the Gulf region. In June 2006, Emaar acquired WL Homes LLC (trading as John Laing Homes), a large homebuilder in the United States. Emaar further acquired Hamptons Group Limited, which is a global property sales, management and development services company.

MGF, incorporated in 1996, is engaged in the field of retail real estate development in Northern India. It is currently one of the leading shopping mall developers in Northern India, with approximately 2.0 million square feet of retail space delivered and approximately 3.0 million square feet of retail space under development as of June 30, 2007. Some of MGF’s completed projects include The Metropolitan, The Plaza and Megacity Mall in Gurgaon, the City Square Mall in West Delhi, MGF Metropolitan Mall in Saket in South Delhi and MGF Metropolitan Mall in Jaipur. It has been agreed between Emaar and MGF that in the event that the FDI policy restricts the Company from developing a retail project in India, MGF shall be authorised to undertake such

project.

STRENGTHS

They believe that the following are their primary competitive strengths:

Strong parentage providing access to international and local capabilities

Their parentage of Emaar and MGF provides them with the organisational skills, experience and the resources required for delivering large scale, quality projects. Emaar’s brand name, development expertise and international experience combined with MGF’s local knowledge and capabilities gives them the ability to identify suitable locations, acquire and aggregate large parcels of land and design and develop quality residential, commercial, retail and hospitality properties. They are well-positioned to emulate international best practices followed by Emaar, such as emphasis on customer satisfaction, through, for example, offering the customers a choice of customising the interiors of their homes. They also use Emaar’s experience to bring an innovative marketing approach to the Indian residential real estate sector through Emaar’s “Street of Dreams” concept.

High proportion of fully paid for Land Reserves

As of August 31, 2007, over 70% of their Land Reserves are fully paid for, of which over 397.0 acres are under development. Most of their Land Reserves are located in or near prominent cities across India such as Delhi, Pune, Hyderabad, Chennai, Indore and Chandigarh. Details of these locations are contained under “Overview” above.

Scale of operations

They believe that their market position is enhanced by their strong parentage, Land Reserves and access to capital, As a result, they are able to:

Ø negotiate in relation to and purchase large plots of land from multiple sellers directly, thus enabling us to aggregate land at relatively lower prices.

Ø be a preferred development partner for land owners with large and/or strategic tracts of land.

Ø undertake large-scale and complex projects providing them with the opportunity to capture value from the size and integrated nature of such developments.

Ø undertake projects in multiple phases providing them with the opportunity to monitor market acceptance and modify their projects in accordance with customer needs.

Ø capitalise on large-scale purchasing opportunities, leading to operational and cost efficiencies.

Diversified business model

Their real estate business is diversified across geographical locations and business lines. Their Land Reserves are spread over 22 cities in 16 states in India, and they have commenced projects in eight cities in seven states in India. These projects are spread over eight residential properties, including plots, villas, townhouses and apartments, one retail property and five hospitality properties. In addition, although they generally sell their residential properties, they intend to sell or lease commercial and retail properties and intend to hold and, through third parties, manage and operate hospitality properties.

Execution capability

They employ a robust process involving internal teams and external consultants when undertaking projects. They believe that this, together with close monitoring by their management and staff and the experience of their promoters, Emaar and MGF, enhances their product delivery. For example:

Ø They have strong relationships with a number of real estate brokers that assist them in identifying and acquiring land in strategic locations.

Ø They work closely with specialists and consultants including international architects in designing and planning their projects to ensure quality design and make them environment friendly.

Ø They have a joint venture with Leighton International Limited, part of an Australian based global construction group, for the construction of their projects in India. They have also signed a term sheet with Multiplex Limited, part of another Australian based global construction group, to establish a joint venture to provide construction services for their projects in India.

Ø They have a joint venture with Turner Construction International LLC, to provide construction management services, program management services and project management services for their projects in India.

Leveraging their strategic relationships

In addition to their strategic relationships with Leighton International Limited, Multiplex Limited and Turner Construction International LLC, they have relationships with the following parties which enhances the marketability of their hospitality, healthcare and infrastructure projects:

Ø They have entered into joint ventures with Accor for the development and operation of “Formule 1” budget category hotel and Premium Travel Inn for the development and operation of “Premier Travel Inn” midmarket category hotels. They have also entered into a management agreement with SC Hotels & Resorts (India) Private Limited, part of the Intercontinental Hotels Group, pursuant to which they have agreed to build and fit out a “Holiday Inn” branded hotel in Kolkata to be managed and operated by SC Hotels & Resorts (India) Private Limited. They have also entered into a management agreement with Intercontinental Hotels Group (India) Pvt. Ltd. Pursuant to which they have agreed to build and fit out a “Holiday Inn” branded hotel and convention centre in Dehradun to be managed and operated by Intercontinental Hotels Group (India) Private Limited. They have entered into an operating agreement and a memorandum of understanding with Marriott Hotels India Private Limited (with respect to the development, operation and management of a hotel under the “Courtyard by Marriott” brand in Amritsar and a hotel under the “JW Marriott” brand in Kolkata) and a letter of intent with Four Seasons Hotels Limited (with respect to the development, operation and management of a hotel under the “Four Seasons” brand in Hyderabad). Further details of these relationships are set out under “Their business lines – Their hospitality business” below.

Ø They have entered into a memorandum of understanding with Fortis Healthcare Limited pursuant to which they have agreed to form a joint venture company to undertake the development of hospitals across India (described further under “Their other initiatives – Healthcare and Education” below).

Ø They have a memorandum of understanding with Dubai Aerospace Enterprise (DAE) Limited (“DAE”) to work together with DAE to explore potential areas of co-operation and to identify and evaluate the design, construction, expansion, renovation, modernisation, commissioning, maintenance, operation, management and development of existing and new airports in India with a view to further their respective strategic objectives in India. Further details of this relationship are set out under “Their other initiatives – Infrastructure projects” below.

Strong financial position

They have shareholder funds (i.e., paid up share capital and reserves) of Rs. 47.7 billion as of June 30, 2007. As of June 30, 2007, they had approximately Rs. 31.5 billion of total principal amount of outstanding indebtedness including secured redeemable non-convertible debentures issued to Prudential ICICI Trust Limited A/c Liquid Plan for an aggregate consideration of Rs. 2.5 billion having a credit rating of A1+ (SO) by ICRA Limited. The Company has also received an A+ rating from CARE for long term debt programmes and a PR1+ rating from CARE for short term debt programmes. They have a debt to equity ratio of 0.66 as of June 30, 2007. As a result, they believe they have the ability to incur additional indebtedness at competitive rates and terms.

Experienced management

They have a professional, experienced and dedicated management team drawn across the real estate and various other industries. Because of the established brand names and reputation of Emaar and MGF in real estate development, they have been able to recruit high calibre management executives from diverse backgrounds. Details of their management team are set out under the section entitled “Their Management” in this Draft Red Herring Prospectus.

STRATEGY

The key elements of their business strategy are as follows:

Create value through integrated master planned communities

They believe that the large size of their Land Reserves enables them to develop integrated master planned communities, which provide residential and other offerings across various price points thus optimising the potential and use of their Land Reserves. They intend to focus on developing integrated master planned communities in the mid to luxury segment, with a mix of residential offerings and one or more community facilities, including hospitals, schools, retail, commercial and recreation enabling a “live, work and play” theme within the same project. They intend to ensure that their integrated master planned communities meet high quality standards in order to enhance the premium they may charge and/or demand for their core business offerings within such communities. Further, they are able to create value by developing and offering parts of their projects in a staggered or phased manner, thereby potentially extracting greater value from successive phases as the project reaches completion and greater facilities are made available. Undertaking projects in multiple phases also provides them with the opportunity to monitor market acceptance and modify their projects in accordance with customer needs.

Adopt international benchmarking and follow best practices in development and customer service

They believe that consumer aspirations are rising along with demand for high quality developments across their business lines. In order to set new benchmarks for quality to meet these new aspirations, they are using international designs used by Emaar as models for their Indian product offerings. They intend to continue to employ a robust process involving internal teams and external consultants in order to deliver projects that can be benchmarked on an international basis.

They believe they have a differentiated marketing model. They intend to market residential property in India based on the “Street of Dreams” concept used by Emaar in Dubai. A Street of Dreams is to be located in a residential project and consists of a number of distinct model homes displaying a variety of villas, townhouses and apartments from such residential project. Each model home has a different design theme, ranging from modern to classical. Being fully furnished and equipped, such models are intended to give prospective buyers an impression of living within one of their community homes. They plan to have a Street of Dreams in most of their large residential developments. One Street of Dreams has been constructed in their Boulder Hills project in Hyderabad and two others are under construction in their Mohali Hills project in Mohali and their Palm Springs project in Gurgaon

In addition, they train their marketing and sales teams in their customer relationship management (“CRM”) and customer lifecycle management systems and processes, which they adopt from best practices of Emaar and John Laing Homes. In their residential business, their CRM systems and processes are expected to provide them an insight into trends in customer requirements, in terms of type, location and price of the product offerings, and guide them in planning their development and promotional activities. As an extension of their marketing and sales team, they have a customer care cell with the primary responsibility of recording any complaints or feedback from clients, to ensure consistency and continuity of their client interface. In addition, given their relationship with Emaar, they have been using and intend to continue to use Hamptons Group Limited to sell and market their properties overseas.

Increase their Land Reserves in strategic locations

Continuing to build their Land Reserves is critical to their growth strategy. They seek to acquire parcels of land and development rights over parcels of land in various locations, over a period of time, for future development. In some cases, these parcels of land may be consolidated to form a contiguous landmass, upon which they can undertake development. They intend to continue acquiring land across India for their projects in order to replenish and augment their Land Reserves. They have identified and acquired land in and around 22 cities which they believe are suitable for their projects and are in the process of acquiring further land in existing and new cities to achieve a

presence in India’s 40 largest cities by population over the next five years.

Capitalise on strategic alliances with domain leaders

To ensure excellence in their processes and product delivery, enhance the premium they may charge and/or demand for their product offerings and enable their management to focus their core business of real estate development, they have entered into and will continue to enter into strategic relationships. They have entered into relationships with Leighton International Limited and Multiplex Limited (for construction), Turner Construction International LLC (for project management), Accor, Premier Travel Inn, InterContinental Hotels group companies, Four Seasons Hotels Limited, Marriott Hotels India Private Limited (in relation to their hospitality business) and Fortis Healthcare Limited (in relation to their healthcare business). For further information, see “— Strengths —Leveraging their strategic relationships” above.

Invest in human capital and recognition as an employer of choice

Investment in human capital is a key part of their business strategy and is derived from their mission to be recognised as a responsible corporate citizen and employer of choice. They focus on various areas which they believe will enable them to retain and attract experienced and qualified human capital by (i) aligning the interests of their employees with ours, (ii) spreading responsibility for achieving their business objectives throughout their organisation, (iii) extending best practices amongst their employees and (iv) providing their employees with access to the international skills, experience and resources of Emaar. For further information, see “— Employees” below.

OBJECTS OF THE ISSUE

The objects of the Issue are:

Ø Part payment towards acquisition of land and land development rights and related approvals for their ongoing and planned projects;

Ø Development and construction costs for the project palm drive;

Ø Repayment of loans; and

Ø For general corporate purposes.

The main object clause of their Memorandum of Association and objects incidental to the main bjects enable them to undertake their existing activities and the activities for which funds are being raised by them through this Issue.

The fund requirements are based on internal management estimates and have not been appraised by any bank or financial institution or any other independent agency. These are based on current conditions and are subject to change on account of changes in external circumstances or costs business situations etc.

In case of variations in the actual utilization of funds earmarked for the purposes set forth above, increased fund requirements for a particular purpose may be financed by surplus funds, if any, available in respect of the other purposes for which funds are being raised in this Issue. If surplus funds are unavailable, the required financing will be done through internal accruals through cash flow from their operations, advances received from customers, and debt, as required.

They operate in an evolving, increasingly competitive and dynamic market, and may have to revise their estimates from time to time on account of new projects, modifications in existing planned developments and the initiatives which they may pursue including any industry consolidation opportunities, such as acquisition. They may also reallocate expenditure to newer projects or those with earlier completion dates in the case of delays in their Ongoing and Planned projects. Consequently, their fund requirements may also change accordingly. Any such change in their plans may require rescheduling of their expenditure programs, starting projects which are not currently planned, discontinuing projects currently planned and an increase or decrease in the expenditure for a particular project or land acquisition or land development rights in relation to current plans, at the discretion of the management of the Company. In case of any shortfall or cost overruns, they intend to meet their estimated expenditure from internal accruals through cash flow from their operations, advances received from customers, and debt, as required.

Details of the Objects

Part payment towards acquisition of land and land development rights and related approvals for their Ongoing and Planned projects

They are in the business of real estate development including residential, commercial, retail and hospitality and they intend to acquire further land and land development rights in order to facilitate their strategy of building their land reserves.

In respect of many of their land acquisitions, they are required to pay an advance at the time of executing an agreement to purchase, with the remaining purchase price due upon completion of the acquisition. The estimated costs described in this section include such advances and deposits. Till August 31, 2007, they have paid Rs. 3666 million as advances towards these above mentioned land acquisition and they propose to utilise Rs. 8815 million from net proceeds of the Issue towards the balance payment / capital commitment.

No specific approvals are required for the acquisition of the above lands and in relation to other lands to be held on behalf of their Company, they shall apply for the conversion.

Currently, their Land Reserves, over which they have development rights are 12,544 acre. Before commencement of any project development work on such land, they are required to obtain various approvals including conversion of land use. They propose to utilise Rs. 16,044 million towards obtaining approval of conversion of land use from regulatory authorities, of approximately 1,214 acres situated in locations of Gurgaon, NCR, primarily land conversion charges include license fees, scrutiny fees, IDC, EDC, IDW and conversion charges. They have applied for the above mentioned conversion to the regulatory authorities.

None of the above land are proposed to be purchased from their Promoters.

Development and Construction cost of project Palm Drive

They propose to deploy part of the net proceeds of the Issue towards meeting the development and construction costs of their Palm Drive project at Gurgaon. The total amount they intend to deploy towards development and construction cost of this project is Rs. 7,755 million which is excluding the cost of land, which has already been acquired.

Brief Description of Project Palm Drive

Palm Drive is a high quality residential development designed for “contemporary living in a green sanctuary setting” and is expected to include amenities such as a clubhouse, health club and parks. The development is within 20 kilometres of Delhi’s international airport.

The villas are set in small clusters with a communal green. There are three, four and five bedroom villas. There will be three, four and five bedroom apartments.

As of August 31, 2007, Palm Drive has an estimated Saleable Area of approximately 3.3 million square feet. It is expected to be completed in 2009-10 and will consist of 1,238 residential units. The project includes villas with areas ranging from 3,800 square feet to 5,250 square feet and apartments with areas ranging from 1,900 square feet to 4,000 square feet in size. The residential units shall be made available for sale to customers in phases.

The details of their Palm Drive project, like the total project cost and the costs already incurred are as set forth in the table below:

Rs. In Millions

Name of the Project	Project Palm Drive (Gurgaon)
Saleable Area (in million sq. ft.)	3.3
Started in Year	2007
Estimated Completion Year	2009-10
Total Project Cost	8494
Amount Deployed until August 31, 2007	739
Utilisation of Issue Proceeds towards development and construction cost	7755

Repayment of Loan

Their company has total outstanding debt of Rs. 15,477.03 million as on September 22, 2007.

They intend to repay the loans up to Rs. 14,502 million from the Net Proceeds of the Issue.

Details of outstanding loans, which they intend to repay out of the Net Proceeds of the Issue are as under:

Name of the Bank	Nature of Loan	Amount (Rs. in million)
HSBC Limited	Short Term Loan	1923
ABN Amro Bank	Overdraft Facility	1267
J. M Financial Mutual Fund – J M Money Manager Fund – Super Plus Plan	Unrated, Redeemable, Non Convertible Unsecured Debentures	250
HSBC Liquid Plus Fund	Unrated, Redeemable, Non Convertible Unsecured Debentures	3000
Deutsche Trustee Services (India) Private Limited A/c DWS Credit Opportunities Cash Fund	Redeemable, Non Convertible Unsecured Debentures	1000
Birla Sun Life Trustee Company Private Limited A/c Birla Cash Plus	Unrated, Redeemable, Non Convertible Unsecured Debentures	450
Kotak Mahindra Trustee Company Limited A/c Kotak Flexi Debt Scheme	Redeemable, Non Convertible Unsecured Debentures	500
Citicorp Finance India Limited	Short Term Corporate Loan	862
Prudential ICICI Mutual Fund	Secured, Redeemable, Non convertible Debenture	2250
Kotak Mahindra Bank Limited	Short Term Corporate Loan	750
Kotak Mahindra Prime Limited	Term Loan	1250
DSP Merrill Lynch Capital Limited	Term Loan	1000
Total		14502

They may repaying the above mentioned on or prior to the scheduled due dates of respective loans. In interim period until they receive the Net Proceeds, they will utilise their internal resources for such repayment.

HISTORY AND CERTAIN CORPORATE MATTERS

The Company was incorporated as Emaar MGF Land Private Limited on February 18, 2005 under the Companies Act. Pursuant to a special resolution of the shareholders of the Company at an extraordinary general meeting held on August 8, 2007, the Company became a public limited company and the name of the Company was changed to Emaar MGF Land Limited. The fresh certificate of incorporation to reflect the new name was issued by the RoC on August 13, 2007.

Pursuant to a Board resolution dated August 22, 2007, the registered office of the Company was changed from 17-B, MGF House, Asaf Ali Road, New Delhi 110 002, India to ECE House, 28, Kasturba Gandhi Marg, New Delhi 110 001, India, with effect from September 5, 2007.

The Company was formed pursuant to a Joint Venture Agreement dated December 18, 2004, as amended in December 2005 and September 2007 (the “Emaar MGF Joint Venture Agreement”), among Emaar Properties PJSC (“Emaar”), MGF Developments Limited (“MGF”) and Sareen Estates Private Limited. For details regarding the terms of the Emaar MGF Joint Venture Agreement, see “Joint Venture and Other Agreements” below.

Emaar, a public joint stock company listed on the Dubai Financial Market, is one of the world’s leading real estate companies. In addition to the UAE, India and Saudi Arabia, Emaar has projects in various countries, including in Egypt, Turkey, Morocco, the United States of America, Jordan and Pakistan.

MGF is engaged in the field of real estate development in North India. It is currently one of the leading shopping mall developers in North India, with approximately 2.0 million square feet of retail space having been delivered and almost approximately 3.000 millions square feet of retail space under development as of June 30, 2007.

Major Events:

Date	Events
December 2004	Emaar, MGF and Sareen Estates Private Limited entered into the Emaar MGF Joint Venture Agreement for the formation and governance of the Company.
February 2005	Incorporation of the Company.
May 2005	Grant of approval by the FIPB for investment by Emaar in the Company.
November 2005	The Company entered into a Memorandum of Understanding with the Government of Punjab to develop approximately 5,000 acres of land in various parts of Punjab for setting up urban and rural infrastructure projects, integrated townships and infrastructure in hospitality, information technology, recreation and entertainment.
November 2006	The Company entered into a Joint Venture Agreement with AAPC Hotels Management Pte Limited to set up a joint venture company to develop/own and operate budget hotels in India under the brand name “Formule 1”.
December 2006	The Company entered into a Management Agreement with SC Hotels & Resorts (India) Private Limited, a part of the Intercontinental Hotels group, for the management of the Holiday Inn Bangla Kolkata owned by the Company.
March 2007	The Company entered into a Memorandum of Understanding with Fortis Healthcare Limited to form a joint venture for developing hospitals providing upper secondary and lower tertiary level of care, with 75 to 125 beds, in the Tier I and Tier II cities in India.
April 2007	The Company entered into a Joint Venture Agreement with Leighton International Limited to set up a joint venture company to provide designing and construction services with respect to the Company’s real estate and infrastructure projects in India. The Company entered into a Joint Venture Agreement with Turner Construction International LLC to set up a joint venture company to provide consulting, engineering, project management and project development services for the Company’s projects in India.
May 2007	The Company entered into a Term Sheet with Multiplex Limited to form a joint venture for construction projects for the Company in India on an exclusive basis.
June 2007	The Company entered into a Joint Venture Agreement with Premier Travel Inn Limited to set up a joint venture company to develop and operate limited services hotels in India under the brand name “Premier Travel Inn”. ICRA Limited, a credit rating agency, assigned a conditional A1+ (SO) rating to the secured, redeemable non-convertible debentures issued to Prudential ICICI Trust Limited A/c Liquid Plan for an aggregate consideration of Rs.2,500 million.
July 2007	They were declared the successful bidder by the Delhi Development Authority for developing the residential project for the Commonwealth Games Village in New Delhi. The project development agreement in respect of this project with the Delhi Development Authority was signed on September 14, 2007. The Company, through Lifeline Build Tech Private Limited, a Company Owned by EMGF, entered into an Operating Agreement with Marriot Hotels India Private Limited for the management and operation of a proposed hotel in Amritsar, Punjab, for which the Company has already acquired land.
August 2007	The Company entered into a Letter of Intent with Four Seasons Hotels Limited for the development, management and operation of a luxury hotel and related facilities to be developed as part of an integrated master planned community called “Boulder Hills” in Hyderabad. Dubai Aerospace Enterprise (DAE) Limited, Emaar and MGF agreed to assign to the Company all rights and responsibilities relating to Emaar and MGF under a Memorandum of Understanding dated March 24, 2007 entered among them to explore opportunities in design, construction, renovation, modernisation, maintenance and management of existing and new airports.
September 2007	Company received an A+ rating from CARE in respect of long term debt programmes and a PR1+ rating from CARE in respect of short term debt programmes. The Company, through its Subsidiary, Fabworth Promoters Private Limited, entered into an heads of agreement with Marriott Hotels India Private Limited, International Hotel Licensing Company S.A.R.L., Renaissance Services B.V., Marriott International Licensing Company B.V. and Marriott International Design & Construction Services, Inc. (collectively, “Marriott”) to engage Marriott to operate a proposed hotel in Kolkata, for which the Company is proposing to enter into a lease agreement with the Kolkata Metropolitan Development Authority (“KMDA”).

Main Objects:

The main objects of the Company as contained in its Memorandum of Association are:

1. To set up, develop and manage integrated townships including housing, commercial premises, hotels, resorts, city and regional level urban infrastructure facilities such as roads and bridges, special economic zones.

2. To carry on the business of general contractors, builders, developers, engineers, architects, designers in all the respective branches and to make and enter into any contracts in relation to and to construct, erect, alter, improve, repair, pull down, restore, maintain, either alone or jointly with any other company or persons, works of all description on immovable properties of all sorts and kinds and to generally carry on all business in connection with building developing and civil construction works of all kinds.

3. To acquire, buy, purchase or otherwise own, hold, sell, convey, lease, licence, mortgage or encumber, undertake and manage real estate and other immovable properties of any kinds such as land or building for houses, offices, hotels, factories, warehouses, commercial complex and other types of lands and buildings, whether rural or urban, to survey subdivide plots, improve and develop land and buildings to construct thereon or otherwise for the purpose of sale or otherwise; cooperative housing societies, colonies and to as is in development projects, to build residential or farm houses, bungalows, commercial and business premises for the purpose of sale or otherwise and to do and perform all things needful for the development and improvement of land other immovable properties whether rural or urban for farming, residential, commercial, industrial, trade and business use.

4. To enter into any contracts and arrangements of all kinds with builders, property owners and others and purchase for resale, real estate including land and buildings, residential agricultural, village land or commercial properties, free hold, lease hold to otherwise, whether urban or rural, or any interest therein and to transact on commission basis or otherwise the general business of land agent.

5. To construct, rebuild, alter, improve, enlarge, renovate, modernise, repair or work up to any or all kinds of immovable properties including land, buildings, houses, farms, hotels, factories, industries, bridges, roads, highways, tunnels, reservoirs, dams and to do all that is normal in the business of civil construction works of all kind

Amendments to the Memorandum of Association of the Company

Since its incorporation, the following changes have been made to the Company’s Memorandum of Association:

Date	Nature of Amendment
December 15, 2005	The authorised capital of the Company was increased from Rs.500 million divided into 50 million Equity Shares of Rs.10 each to Rs.1,000 million divided into 100 million Equity Shares of Rs.10 each
November 17, 2006	The authorised capital of the Company was increased from Rs.1,000 million divided into 100 million Equity Shares of Rs.10 each to Rs.1,200 million divided into 120 million Equity Shares of Rs.10 each
January 23, 2007	The authorised capital of the Company was increased from Rs.1,200 million divided into 120 million Equity Shares of Rs.10 each to Rs.12,000 million divided into 300 million Equity Shares of Rs.10 each and 900 million Preference Shares of Rs.10 each
February 17, 2007	The authorised capital of the Company was reclassified into 200 million Equity Shares of Rs.10 each and 1,000 million Preference Shares of Rs.10 each
March 15, 2007	The authorised capital of the Company was increased from Rs.12,000 million divided into 200 million Equity Shares of Rs.10 each and 1,000 million Preference Shares of Rs.10 each to Rs.20,000 million divided into 1,000 million Equity Shares of Rs.10 each and 1,000 million Preference Shares of Rs.10 each
August 13, 2007	Change of name from Emaar MGF Land Private Limited to Emaar MGF Land Limited
August 16, 2007	The authorised capital of the Company was increased from Rs.20,000 million divided into 1,000 million Equity Shares of Rs.10 each and 1,000 million Preference Shares of Rs.10 each to Rs. 27,000 million divided into 1,700 million Equity Shares of Rs. 10 each and 1,000 million Preference Shares of Rs.10 each

KEY MANAGERIAL PERSONNEL

The key managerial personnel of the Company, other than the executive Directors mentioned above, are as follows:

Bill Rattazzi, aged 56, is the Chief Executive Officer – Residential/Townships of the Company. Mr. Rattazzi joined the Company in May 2007 and is responsible for strategic formulation and execution of residential and township efforts of the Company and supervising procurement, sales and customer service throughout India. Mr. Rattazzi has over 35 years of experience in real estate development, including the development of high rise buildings, commercial, retail, industrial, educational and hospital facilities and master planned mixed use/residential communities. Prior to joining the Company, Mr. Rattazzi was the President of the Los Angeles/Ventura region of John Laing Homes, Inc. in the United States. He has also worked with SunCal Companies from 1997 until 2002, UDC Homes from 1996 until 1997, Dale Poe Development Company from 1993 until 1996 and Calprop Corporation from 1987 until 1992. Mr. Rattazzi attended the United States Air Force Academy in Colorado Springs, USA from 1968 until 1969. He was awarded a Bachelor of Science Civil Engineering degree from the Rensselaer Polytechnic Institute, Troy, New York, USA and a Master of Business Administration degree from the California Polytechnic Institute, Pomona, USA. In the year ended March 31, 2007, Mr. Rattazzi did not receive any remuneration from the Company.

Mukesh Dham, aged 51, is the Executive President – Corporate Coordination and Support of the Company. Mr. Dham joined the Company in May 2007 and is responsible for corporate coordination. Mr. Dham has over 30 years of experience in the real estate industry. Prior to joining the Company, Mr. Dham was the Executive Director of DLF Limited. He has also worked with Ansal Properties & Industries Limited, India Tourism Development Corporation and the New Delhi Municipal Corporation. Mr. Dham completed his Bachelor of Laws degree from University of Delhi. In the year ended March 31, 2007, Mr. Dham did not receive any remuneration from the Company.

Rakesh Malhotra, aged 48, is the Executive President – Business Development of the Company. Mr. Malhotra joined the Company in May 2007 and is responsible for all business development activities of the Company. He is also responsible for planning and executing land acquisitions and managing external relationships. Mr. Malhotra has over 25 years of experience in real estate financing and operations. Prior to joining the Company, Mr. Malhotra was the Executive Director (Finance), OCL India Limited from 2000 until 2007. He has also worked with Ansal Properties and Infrastructure Limited from 1984 until 2000. Mr. Malhotra completed his Bachelor of Commerce degree from Meerut University and is a Fellow of the Institute of Chartered Accountants of India. In the year ended March 31, 2007, Mr. Malhotra did not receive any remuneration from the Company.

Shrikant Joshi, aged 49, is the Chief Executive Officer – South of the Company. Mr. Joshi joined the Company in April 2006 and is responsible for all of the Company’s real estate developments in South India. Mr. Joshi has over 24 years of experience in general management, starting and expanding businesses, setting up processes and execution. Prior to joining the Company, Mr. Joshi was the President of Access Media, a business segment of Sify Limited. He has also worked with Heinz India (Private) Limited from 2000 until 2001, Philips India Limited from 1996 until 2000 and Wipro Limited from 1983 until 1996. Mr. Joshi completed his Post Graduate Diploma in Business Administration from the Indian Institute of Management, Ahmedabad and Bachelor of Technology degree from the Indian Institute of Technology, Delhi. In the year ended March 31, 2007, the gross remuneration paid by the Company to Mr. Joshi was Rs.11.26 million.

Parminder Singh Sehgal, aged 42, is the Chief Executive Officer – North of the Company. Mr. Sehgal joined the Company in June 2006 and is responsible for the Company’s real estate development in north India. Mr. Sehgal has over 19 years of experience in Project management, finance and treasury and real estate economics. Prior to joining the Company, Mr. Sehgal was the Managing Director of Quark City India Private Limited until June 2006. He has also worked with Ranbaxy Laboratories Limited from 1995 until 1999 and Atul Limited from 1993 until 1995. Mr. Sehgal completed his Bachelor of Commerce degree from Jammu University. He is also a Fellow of the Institute of Chartered Accountants of India. In the year ended March 31, 2007, the gross remuneration paid by the Company to Mr. Sehgal was Rs.6.46 million.

Ishan Mehta, aged 51, is the Chief of Human Resources of the Company. Mr. Mehta joined the Company in February 2007 and is responsible for the human resources function of the Company. Mr. Mehta has over 26 years of experience in human resources and operations. Prior to joining the Company, Mr. Mehta was the Group Head – HR of Eicher Limited. He has also worked with the Oberoi group from 2001 until 2004, as group head of Human Resources Eicher from 1991 until 2001 and Ballarpur Industries Limited from 1983 until 1991. Mr. Mehta completed his Post Graduate Diploma in Industrial Relations and Welfare in Human Resources from XLRI, Jamshedpur. In the year ended March 31, 2007, the gross remuneration paid by the Company to Mr. Mehta was Rs.1.29 million.

Sanjay Malhotra, aged 42, is the Chief Operating Officer of the Company. Mr. Malhotra joined the Company in December 2006 and is responsible for the corporate development and strategic alliances, commonwealth games village project, healthcare and education businesses of the Company. Mr. Malhotra has over 20 years of varied functional experience in diverse industries including hospitality, corporate finance and entertainment. Prior to joining the Company, Mr. Malhotra was the Chief Financial Officer of PVR Limited. He has also worked with Dimensions Consulting Private Limited from January 2000 until November 2001 and The Indian Hotels Company Limited from September 1993 until December 1999. Mr. Malhotra completed his Bachelor of Commerce degree from the University of Delhi. He is also a Fellow of the Institute of Chartered Accountants of India. In the year ended March 31, 2007, the gross remuneration paid by the Company to Mr. Malhotra was Rs.6.27 million.

Ananta Raghuvanshi, aged 38, is the Chief Executive – Retail of the Company. Ms. Raghuvanshi joined the Company in July 2007 and is responsible for the Company’s retail business. Ms. Raghuvanshi has over 17 years of experience in the real estate marketing, sales, events, advertising and dealer relations. Prior to joining the Company, Ms. Raghuvanshi was the Senior Vice President of DLF Limited. Ms. Raghuvanshi completed her Bachelor of Science degree from the University of Delhi, Master of Arts degree from Annamalai University and Master in Business Administration degree from the Indra Gandhi Open University. In the year ended March 31, 2007, Ms. Raghuvanshi did not receive any remuneration from the Company.

Sanjiv Rai, aged 47, is the Chief Operating Officer – Hospitality of the Company. Mr. Rai joined the Company in December 2006 and is responsible for the Company’s hospitality business. Mr. Rai has over 22 years of experience in the hospitality industry in finance, development, projects and operations. Prior to joining the Company, Mr. Rai was the General Manager, Development of ITC Limited from 2005 until 2006 and has held various positions from 1985 until 1999. He has also worked as the Director of Finance (Europe and Americas) with the Taj Group of Hotels from and as the Deputy General Manager of the Crown Plaza, London St. James, London and 51 Buckingham Gate suites and apartments from 1999 until 2005. He has also worked with the American Express from 1984 until 1985. Mr. Rai completed his Master of Business Administration degree from the Westminster Business School, University of Westminster, United Kingdom and Bachelor of Arts degree in Mathematics from St. Stephen’s College, University of Delhi. He is also a Fellow of the Institute of Chartered Accountants of India. In the year ended March 31, 2007, the gross remuneration paid by the Company to Mr. Rai was Rs.2.26 million.

Sanjay Baweja, aged 46, is the Chief Financial Officer of the Company. Mr. Baweja joined the Company in October 2005 and is responsible for all matters relating to finance, accounting and taxation. Mr. Baweja has 19 years of experience in diverse industries, including telecom, real estate and fast moving consumer goods. Prior to joining the Company, Mr. Baweja was the Chief Finance Officer of Bharti Cellular Limited. He has also worked with Bharti Televentures Limited from February 2001 until September 2001, Xerox Modicorp Limited from March 1996 until January 2001, Digital Equipment India Limited from April 1994 until February 1996, Modi Xerox Limited from October 1988 until March 1994 and Ballarpur Industries Limited from April 1987 until October 1988. Mr. Baweja completed his Bachelor of Commerce degree from the University of Delhi. He is also a Fellow of the Institute of Chartered Accountants of India and Associate member of the Institute of Cost and Works Accountants of India. In the year ended March 31, 2007, the gross remuneration paid by the Company to Mr. Baweja was Rs.6.19 million.

Vinay Mittal, aged 44, is the Chief Operating Officer – Coordination of the Company. Mr. Mittal joined the Company in February 2006 and is responsible for planning, approvals and tenders. Mr. Mittal has over 22 years of experience in project management, real estate planning, approvals and contracts. Prior to joining the Company, Mr. Mittal was the Vice President of DLF Limited. He has also worked with Ansal Properties & Industries Limited from July 1989 to February 1992, Kailash Nath & Associates from June 1986 until July 1989 and Hindustan Construction Co. Limited from October 1985 until May 1986. Mr. Mittal completed his Bachelor of Engineering (Civil) degree from the Delhi College of Engineering, University of Delhi, Bachelor of Laws degree from Campus Law Centre, University of Delhi and Master of Business Administration degree from Indira Gandhi National Open University. In the year ended March 31, 2007, the gross remuneration paid by the Company to Mr. Mittal was Rs.4.16 million.

Tarun Mehrotra, aged 40, is the Chief Operating Officer and National Head of Sales and Customer Care of the Company. Mr. Mehrotra joined the Company in January 2006 and is responsible for the entire sales and post sales functions across the country. Mr. Mehrotra has over 17 years of experience in the real estate sector primarily in the sale and marketing of large retail and residential projects. Prior to joining the Company, Mr. Mehrotra was the Vice President of CIG Realty Fund – a Unitech group company. He has also worked with Unitech Limited from January 2004 until December 2005, CB Richard Ellis from November 1996 until December 1997, Satyam Cineplexes from 2002 until 2004 and Malibu Estate Private Limited from 1993 until 1996. Mr. Mehrotra completed his Bachelor of Commerce degree from the University of Delhi. In the year ended March 31, 2007, the gross remuneration paid by the Company to Mr. Mehrotra was Rs.5.43 million.

Sudhir Gururaj Kulkarni, aged 50, is the Chief Operating Officer – Western Region of the Company. Mr. Kulkarni joined the Company in May 2007 and is responsible for the overall operations of the Company in the Western region. Mr. Kulkarni has over 28 years of experience in real estate development. Prior to joining the Company, Mr. Kulkarni was the Vice President – Business Development of Mahindra Gesco Developers Limited. He has also worked with Videocon Properties Limited from December 1994 until April 2005, Unit Trust of India from November 1986 until November 1994, Larsen and Toubro Limited from May 1980 until October 1986 and Gore-Gupta & Associates from June 1979 until April 1980. Mr. Kulkarni completed his Bachelor of Engineering (Civil) degree from the University of Mumbai, Diploma in Operations Research from the University of Mumbai and a Masters degree in Marketing Management from the University of Mumbai. In the year ended March 31, 2007, Mr. Kulkarni did not receive any remuneration from the Company.

Gaurav Jain, aged 39, is the Chief Operating Officer – Projects of the Company. Mr. Jain joined the Company in February 2006 and is responsible for development and construction of projects. Mr. Jain has over 18 years of experience in the real estate sector, including in project management, designing, coordination and property and facility management. Prior to joining the Company, Mr. Jain was the Vice President – Projects of MGF Developments Limited. He has also worked as General Manager – Projects with Jaypee Greens Limited from February 2001 until April 2004 and from August 1995 until August 2000 he worked with Landbase India Limited as Deputy General Manager – Projects. He worked as Manager – Project Coordinator at DLF Universal Limited from August 1991 until August 1995. Mr. Jain completed his Bachelor of Engineering (Civil) degree from Nagpur University, Master of Planning degree from the School of Planning and Architecture, New Delhi and Master of Business Administration degree from the Management Development Institute, Gurgaon, Haryana. In the year ended March 31, 2007, the gross remuneration paid by the Company to Mr. Jain was Rs.4.37 million.

Subrata Bandhopadhyay, aged 47, is the Assistant Vice President – Projects of the Company. Mr. Bandhopadhyay joined the Company in October 2006 and is responsible for the completion of the Boulder Hills Project in Hyderabad. Mr. Bandhopadhyay has over 26 years of experience in project management in residential, commercial and IT Parks in India and abroad. Prior to joining the Company, Mr. Bandhopadhyay was the area-in-charge for the Mauritius operations of Larsen & Toubro Limited. He has also worked with the National Projects Construction Company, a Government of India undertaking from 1981 until 1993. Mr. Bandhopadhyay completed his Bachelor of Engineering (Civil) degree from Regional Engineering College, Durgapur, West Bengal. He is also a qualified project management professional (QPMP, Level D) and a member of the Institute of Civil Engineering, U.K. In the year ended March 31, 2007, the gross remuneration paid by the Company to Mr. Bandhopadhyay was Rs.1.65 million.

Lipi Bhatia, aged 38, is the General Manager – Customer Services – North of the Company. Ms. Bhatia joined the Company in August 2006 and is responsible for After Sales Customer Service function for Delhi and the NCR and setting up customer service for all new region/areas across India till they are independent. Ms. Bhatia has over 16 years of experience in Customer Service with nine years in real estate with DLF Limited and seven and a half years with the leading express industry player Blue Drat Express Limited. Prior to joining the Company, Ms. Bhatia was the Chief Manager – Customer Service of DLF Limited. She also worked with Blue Drat Express Limited from April 1990 until July 1997. Ms. Bhatia completed her Bachelor of Commerce degree from the University of Delhi. She has a diploma in Marketing Management and a Post Graduate Diploma in Business Management both from Indira Gandhi National Open University. In the year ended March 31, 2007, the gross remuneration paid by the Company to Ms. Bhatia was Rs.0.84 million.

Kishore Bhatija, aged 50, is the Head – Business Development (West) of the Company. Mr. Bhatija joined the Company in July 2007 and is responsible for identifying and finalising business opportunities for development of townships, residential and commercial complexes, malls, hospitals and hotels in the western region of India. Mr. Bhatija has over 27 years of experience in the business development, legal and commercial functions. Prior to joining the Company, Mr. Bhatija was the Vice President of K Raheja Constructions Group, Mumbai. He has also worked with Hindustan Motors Limited from December 1984 until June 1992 and Grasim Industries Limited from October 1980 until December 1984. Mr. Bhatija completed his Bachelor of Commerce degree from Bombay University. He is also a designated Associate Chartered Accountant from the Institute of Chartered Accountants of India. In the year ended March 31, 2007, Mr. Bhatija did not receive any remuneration from the Company.

Kush Bhatnagar, aged 38, is the Financial Controller – North of the Company. Mr. Bhatnagar joined the Company in November 2006 and is responsible for the finance function for the Northern region. Mr. Bhatnagar has over 14 years of experience in finance. Prior to joining the Company, Mr. Bhatnagar was the Principal Finance Officer of Bharti Airtel Limited for the Orissa Circle. He has also worked with Pepsico India Holdings Private Limited from August 1997 until October 2006. Mr. Bhatnagar completed his chartered accountancy degree from the Institute of Chartered Accountants of India, New Delhi. In the year ended March 31, 2007, the gross remuneration paid by the Company to Mr. Bhatnagar was Rs.0.88 million.

Thomas J. Cherukara, aged 47, is the Vice President for Kerala Operations. Mr. Cherukara joined the Company on September 1, 2007. He has over 22 years of experience in engineering services, sales and marketing and management. Prior to joining the Company, Mr. Cherukara worked with MGF Motors Limited from August 1998 as General Manager, and as Vice President with effect from February 2003 and as Executive Director from June 2005 of Kerala Cars Private Limited. Prior to that, he worked with Malabar Automobiles Private Limited as Assistant General Manager – Sales & Marketing from August 1997 to August 1998. From 1996 to 1997 he worked in the capacity of Executive Director-Sales & Marketing an American Company SIJ Electronic Comp Tech Private Limited. He has also worked with Tata Locomotive Co. from 1985 to 1996 as Deputy Manager – Sales. Mr. Cherukara completed his Engineering Degree from Manipal Institute of Technology, Mysore University in 1984. In the year ended March 31, 2007, Mr. Cherukara did not receive any remuneration from the Company.

Sanjay Choudhary, aged 47, is the Chief Executive Officer Eastern region of the Company. Mr. Choudhary joined the Company on August 1, 2007. Prior to joining the Company, he worked with South City Projects Limited, Kolkata as the Chief Executive Officer from April 2002 until July 2007. He has also worked with Christopher Housing Development Private Limited as the Chief Executive Officer from May 1997 until April 2002. He was also a director of Right Address Limited, Kolkata from October 1990 until April 1997 and of Alpha Builders Private Limited, Kolkata from September 1985 until September 1990. He was also a partner of Indo Overseas Corporation from January 1980 until August 1985. Mr. Choudhary completed his Bachelor of Commerce degree from St. Xavier’s College, University of Kolkata. In the year ended March 31, 2007, Mr. Choudhary did not receive any remuneration from the Company.

Ashim Gandhi, aged 45, is the Chief Operating Officer (Gujarat) and Head Strategic Planning of the Company. Mr. Gandhi joined the Company in May 2007 and is responsible for coordinating all land acquisitions in Gujarat, tenders of various authorities, sanctions/approvals and completions of projects. As Head of Strategic Planning, he also heads the Company’s environmental initiatives. Mr. Gandhi has over 23 years of experience in real estate. Prior to joining the Company, Mr. Gandhi was the Chief Operating Officer (Gujarat) and Strategic Planning of Parsvnath Developers Limited. He has also worked with Sahara India Pariwar from 1996 until 2005, Kant Enclave from 1992 until 1996 and Ansal Housing and Construction Limited from 1986 until 1992. Mr. Gandhi completed his Master of Science (Environment Management and Policy) degree from the International Institute of Industrial Environmental Economics, Lund University, Sweden and Master in Business Administration (Marketing) from Newport University, U.S.A. In the year ended March 31, 2007, Mr. Gandhi did not receive any remuneration from the Company.

Ajit N. Gautam, aged 37, is the Senior General Manager – Finance of the Company. Mr. Gautam joined the Company in July 2006 and is responsible for the finance function for the Southern region. Mr. Gautam has over 14 years of experience in finance, treasury, accounts, audit and business development. Prior to joining the Company, Mr. Gautam was the General Manager – Planning and Budgeting of Sify Limited. He has also worked with Mobil Peevees Company Limited from 1997 until 1999, Cholamandalam Investment & Finance Limited from 1994 until 1997 and Wipro Limited from 1993 until 1994. Mr. Gautam completed his Bachelor of Commerce degree from Vivekananda College, Madras University. He is also a Fellow of the Institute of Chartered Accountants of India. In the year ended March 31, 2007, the gross remuneration paid by the Company to Mr. Gautam was Rs.1.32 million.

Mr. Pawan Gupta, aged 43, is the Chief Operation Officer, Business Development of the Company. Mr. Gupta joined the Company on August 1, 2007. He has 22 years of experience. Prior to joining the Company, he worked with MGF Automobiles Limited & Capital Vehicle Sales Limited as Vice President -Sales & Finance from 1999 until 2007 and with Rajeev Motors Limited as General Manager-Sales & Services from 1995 until 1999. He was involved with his own venture from 1993 until 1995. Prior to that, he worked with Continental Auto Services, Subsidiary of DCM, as Manager-Sales from 1985 until 1993. Mr. Gupta completed his Mechanical Engineering from G.B. Pant Polytechnic, New Delhi, his Post Graduate Diploma in Management

from DAV Institute, New Delhi and Post Graduate Diploma from Institute of Modern Management, Pune. In the year ended March 31, 2007 Mr. Gupta did not receive any remuneration from the Company.

Rajiv Gupta, aged 43, is the Vice President, Financial Analyst of the Company. Mr. Gupta joined the Company on August 1, 2007. Prior to joining the Company, he worked with MGF Developments Limited. He also worked with Bahubali Services Limited as Vice President from 1991 until 2003. Mr. Gupta completed his company secretary (inter) from Institute of Company Secretaries of India and is also a Fellow of the Institute of Chartered Accountants of India. In the year ended March 31, 2007 Mr. Gupta did not receive any remuneration from the Company.

Parminder Singh Jassal, aged 46, is the Chief Legal Officer of the Company. Mr. Jassal joined the Company in September 2006 and is responsible for the legal function of the Company. Mr. Jassal has over 23 years of experience in the legal field. Prior to joining the Company, Mr. Jassal was the Vice President – Legal of GHCL Limited. He has also worked with Bindal Agro Chemicals Limited from 1992 until 1993, Ansal Properties Limited from 1991 until 1992 and Inalsa Limited from 1981 until 1991. Mr. Jassal completed his Bachelor of Commerce degree from the Hindu College, University of Delhi and his Bachelor of Laws degree from Campus Law Centre, University of Delhi. In the year ended March 31, 2007, the gross remuneration paid by the Company to Mr. Jassal was Rs.1.91 million.

Ashish Jindal, aged 33, is the General Manager – Realty Intelligence Group of the Company. Mr. Jindal joined the Company in January 2006 and is responsible for strategic planning. Mr. Jindal has over 11 years of experience in strategic planning, project financing, real estate advisory services and international business development. Prior to joining the Company, Mr. Jindal was the Deputy General Manager – Strategic Planning and Business Development of MGF Developments Limited. He has also worked with Colliers Jardine (India) Property Services Limited from 2001 until 2003 and BHP Engineers Limited in 1995 and 2000. Mr. Jindal completed his Bachelor of Engineering (Mechanical) degree from the Manipal Institute of Technology, Mangalore University and his Post Graduate Diploma in Business Management in Marketing and Finance from Institute of Management Technology, Ghaziabad. In the year ended March 31, 2007, the gross remuneration paid by the Company to Mr. Jindal was Rs.1.41 million.

Aman Kapoor, aged 39, is the Chief Operating Officer – Commercial Operations of the Company. Mr. Kapoor joined the Company in September 2007 and is responsible for the commercial office, IT park and SEZ vertical of the Company. Mr. Kapoor has over 18 years of experience in development of IT Parks, commercial office and SEZ projects. Prior to joining the Company, Mr. Kapoor was the Associate Director, Asia Capital Markets with Jones and Lasalle, Hong Kong. He has also worked with Cushman & Wakefield Le Page Inc. from July 2006 until June 2007, IPC US Income Trust from October 2004 until March 2006, TCG Developments Indian Private Limited from August 1996 until January 2003, Pepsico Inc. from September 1995 until August 1996 and General Mill Canada from January 1990 until September 1995. Mr. Kapoor has completed his Master of Business Administration degree from Nottingham Business School, Nottingham Trent University, his diploma from Institute of Hotel Management Catering and Nutrition, Pusa, New Delhi and his Bachelor of Commerce degree from University of Delhi. In the year ended March 31, 2007 Mr. Kapoor did not receive any remuneration from the Company.

Narinder Kumar, aged 57, is the Senior Vice-President-Projects (Commercial) of the Company. Mr. Kumar joined the Company in August 20, 2007, and is responsible for Contracts and commercial of the Company. Mr. Kumar has over 37 years of experience in project execution, contracts and commercial. Prior to joining the Company, Mr. Kumar was the Senior Vice-President with Ansals Properties and Infrastructure Limited from 1989 to 2007. He has also worked with Altaf Hussain and Company in the middle-east from 1981 until 1987, before that he was with Engineering Projects India Limited as project engineer from 1979 until 1981 and with Military Engineering Services from 1970 until 1979. Mr. Kumar has completed his degree in Bachelor of Science (Engineering) from Punjab University. In the year ended March 31, 2007 Mr. Kumar did not receive any remuneration from the Company.

Sanjiv Malik, aged 49, is the Vice President – Management Assurance Services of the Company. Mr. Malik joined the Company in February 2006 and is responsible for providing strategic leadership in the management of the compliance and internal audit function of the Company. Mr. Malik has over 24 years of experience in finance and audit. Prior to joining the Company, Mr. Malik was the Chief Financial Officer of Times Internet Limited, a group company of Bennett, Coleman & Co. Limited from November 2003 until February 2006. He has also worked with Bennett Coleman & Co. Limited as Head of Management Assurance from February 2002 until October 2003. He worked as Chief Financial Officer with Dominos Pizza India Limited from September 2000 until November 2001 and with Hyatt Regency, Miami as Chief Accountant from October 1999 to September 2000. He worked as a consultant with Pronet Consulting in USA from July 1998 to September 1999 and was the Director-Finance at President Park Group (Property Management and Hospitality Division) Bangkok, Thailand from March 1994 to June 1998. He worked with the Thakral Group (Accor Hotels), Thailand from December 1992 until February 1994 as Director-Finance and Administration. Mr. Malik completed his Bachelor of Commerce degree from the University of Delhi. He is also a designated Associate Chartered Accountant from the Institute of Chartered Accountants of India. In the year ended March 31, 2007, the gross remuneration paid by the Company to Mr. Malik was Rs.3.25 million.

Geeta Mathur, aged 40, is the Vice President – Finance of the Company. Ms. Mathur joined the Company in July 2007 and is responsible for treasury and investor relations. Ms. Mathur has over 15 years of experience in project, corporate and structured finance, treasury, investor relations, strategic planning and budgeting. Prior to joining the Company, Ms. Mathur was the General Manager – Finance of DCM Shriram Consolidated Limited. She has also worked with ICICI Limited from April 1990 until October 2000 and IBM India from November 2000 until November 2001. Ms. Mathur completed her Bachelor of Commerce degree from the University of Delhi. She is also a Fellow of the Institute of Chartered Accountants of India. In the year ended March 31, 2007, Ms. Mathur did not receive any remuneration from the Company.

P. Vijay Menon, aged 50, is the General Manager – Administration, Hyderabad of the Company. Mr. Menon joined the Company in March 2007 and is responsible for the day to day operation and administration relating to the development of the integrated project at Hyderabad. Mr. Menon has over 30 years of experience in general management, administration and sales. Prior to joining the Company, Mr. Menon was the General Manager of Emaar Hills Township Private Limited. He has also worked with the Dubai World Trade Centre LLC from June 1991 until July 2003. Mr. Menon completed his Bachelor of Arts degree in Economics from Loyola College, Madras University. In the year ended March 31, 2007, the gross remuneration paid by the Company to Mr. Menon was Rs.0.29 million.

Abhay Kumar Mishra, aged 47, is the Vice President – Infrastructure & Projects of the Company. Mr. Mishra joined the Company in May 2006 and is responsible for railways and other government development projects. Mr. Mishra has over 24 years of experience in the management of civil engineering and infrastructure projects. Prior to joining the Company, Mr. Mishra was the Chief Engineer – Metro Rail Transport System, Indian Railways. He has served in various capacities involving strategic planning, land acquisition, project planning, management and execution. Mr. Mishra completed his Bachelor of Engineering (Civil) degree from the National

Institute of Technology, Bhopal. He joined the cadre of the Indian Railway Service of Engineers. He also received Advance Management Programme Certificates from the Railway Staff College. In the year ended March 31, 2007, the gross remuneration paid by the Company to Mr. Mishra was Rs.3.33 million

.

Mihir Misra, aged 45, is the Chief Architect of the Company. Mr. Misra joined the Company in December 2005 and is responsible for selection of design consultants, conceptualising development briefs and final product mix of all designs which the company undertakes. Mr. Misra has over 20 years of experience in design and development, prototype and vendor management. Prior to joining the Company, Mr. Misra worked as an independent consultant, including to ITC Hotels Limited and Claridges Hotel. He has also worked with the Oberoi Hotels from 1993 until 1999. Mr. Misra completed his Bachelor of Architecture from the School of Planning and Architecture, New Delhi. In the year ended March 31, 2007, the gross remuneration paid by the Company to Mr. Misra was Rs.4.35 million.

Ravi Narain, aged 40, is the Vice President – Marketing & Design of the Company. Mr. Narain joined the Company in December 2006 and is responsible for all marketing and communication needs of the company. Mr. Narain has over 17 years of experience in Marketing and Advertising. Prior to joining the Company, Mr. Narain was the Executive Creative Director with Bates David Enterprise Advertising. He has also worked with Contract Advertising as Associate Vice President from 1997 until 2005, with Foote Cone & Belding in Toronto, Canada he was Senior Art Director from 1996 until late 1997, He was Associate Creative Director with Grey Advertising from 1993 until late 1995. He started his career with J Walter Thompson in mid 1990 as an Art Director until

1993. Mr. Narain has completed his degree in Bachelor of Fine Arts in Applied Art from College of Art, University of Delhi in 1990. In the year ended March 31, 2007 the gross remuneration paid by the Company to Mr. Narain was Rs.9.57 million.

Satish Pai Panandikar, aged 54, is the Assistant Vice President – Corporate Affairs of the Company. Mr. Panandikar joined the Company in April 2006 and is responsible for corporate affairs and development of the Goa region. Mr. Panandikar has over 33 years of experience in project management of hotel, residential and commercial properties. Prior to joining the Company, Mr. Panandikar was the General Manager (Projects Development) of Delanco Real Estate Private Limited, a subsidiary of DLF Universal Limited. He has also worked with Bell Towers Hotels Private Limited, a franchisee of the Radissons hotels in Goa from 2003 until 2005, Frischman – Prabhu India Limited, a part of the Pell – Frischman group, from 2002 until 2003, Tata Housing Development Company Limited from 1996 until 2002 and Hotel Leela, Goa from 1994 until 1996 and from 1989 until 1991. Mr. Panandikar completed his Bachelor of Engineering (Civil) degree from Bombay University. In the year ended March 31, 2007, the gross remuneration paid by the Company to Mr. Panandikar was Rs.1.36 million.

Jaideep K. Paul, aged 43 is the Vice President & Group Financial Controller of the Company. Mr. Paul joined the Company in April 2007 and is responsible for Accounting and Business Planning activities. Mr. Paul has over 18 years of experience in diverse industries including telecom, manufacturing and audit. Prior to joining the Company, Mr. Paul was the Regional Controller – East with Bharti Airtel Limited. He has also worked with Bharti Airtel Limited from July 2002 until April 2007, Caltex Lubricants Limited from June 2000 until June 2002, Telstra V-Comm from Aug 1997 until May 2000, HCL Comnet from Feb 1995 until July 1997, Hindustan Zinc from April 1991 until Feb 1995 and Pricewaterhouse from March 1989 until March 1991. Mr. Paul has completed his degree in Bachelor of Commerce from University of Calcutta. He is also a Fellow of the Institute of Chartered Accountants of India. In the year ended March 31, 2007, Mr Paul did not receive any remuneration from the Company.

Ashok K. Purie, aged 48, is the General Manager – Development (South) of the Company. Mr. Purie joined the Company in September 2006 and is responsible for the management of development activities in South India. Mr. Purie has over 22 years of experience in architectural planning, designing and construction. Prior to joining the Company, Mr. Purie was the studio manager with Ananta Online Graphics Studio, the Indian operations of a US-based alternative production method company. He has also worked as a resident architect on the Microsoft facility in Hyderabad from December 2003 until February 2005 and with Bechtel Incorporated from April 1995 until December 2002. Mr. Purie completed his Bachelor of Architecture degree from Nagpur University. In the year ended March 31, 2007, the gross remuneration paid by the Company to Mr. Purie was Rs.2.2 millions.

Achal Raina, aged 42, is the Chief Executive-Commercial of the Company. Mr. Raina joined the Company on August 29, 2007 and is responsible for the Commercial office space/IT Parks and SEZ for commercial vertical. Mr. Raina has over 20 years of experience in consumer durable industry and real Estate. Prior to joining the Company, Mr. Raina was the COO, BPTP Limited from September 2006 to August 2007. He has also worked with Vipul Limited as VP and Head – Sales and Marketing from September 2002 to August 2006 and from March 1996 until August 2002 with Unitech Limited as Head – Marketing & Sales and from January 1990 to April 1996 with DLF Universal Ltd., as Manager Sales. Mr. Raina has completed his degree in B.Com from Delhi University in 1986. In the year ended March 31, 2007, Mr. Raina did not receive any remuneration from the Company.

K. Arun Raju, aged 43, is the Head – Projects (Hospitality) of the Company. Mr. Raju joined the Company in April 2007 and is responsible for hospitality projects. Mr. Raju has over 20 years of experience in project management for hotels, hospitals and office complexes. Prior to joining the Company, Mr. Raju was the Head of Facilities (India) of Freescale Semiconductors India Private Limited. He has also worked with Max healthcare as General Manager Projects from June 2000 until June 2006, ITC Ltd as Chief Engineer from March 1990 until June 2000and with the Oberoi Hotels from August 1986 until March 1990 Mr. Raju completed his Bachelor of Technology (Electrical) degree from Punjab Engineering College, Chandigarh in 1986. In the year ended March 31, 2007, Mr. Raju did not receive any remuneration from the Company.

Kshitij Rana, aged 47, is the General Manager, Design & Development of the Company. Mr. Rana joined the Company in April 2007 and is responsible for Coordinating Project Design with Architectural & Engineering Consultants as well as in-house design support for Project Teams. Mr. Rana has over 25 years of experience in Architecture Design. Prior to joining the Company, Mr. Rana was the Principal with Kshitij Rana Architects from 1993 until 2007. He has also worked with JV Projects with Jyoti Rath Associates from 2006 until 2007, Davis Brody Associates, NY, USA from 1988 until 1992 and Levenson Thaler, Architects, NY, USA from 1986 until 1988. He was self employed from 1984 until 1986, and worked with C. P. Kukreja, Architects, New Delhi from 1982 until 1984. Mr. Rana has completed his degree in Architecture from The School of Planning & Architecture, New Delhi. In the year ended March 31, 2007, Mr. Rana did not receive any remuneration from the Company.

Naresh Kumar Rampal, aged 57, is the Vice President – Hospitality Projects of the Company. Mr. Rampal joined the Company in June 2006 and is responsible for hospitality projects. Mr. Rampal has over 35 years of experience in construction and the management of commercial, residential, hotel and resort projects. Prior to joining the Company, Mr. Rampal was the Vice President- Projects and Head Real Estate of Reliance Industries Limited for the NCR region. Mr. Rampal completed his Bachelor of Engineering (Civil) degree from the College of Engineering, Poona. He is also a Fellow of the Institution of Engineers, the Institution of Valuers and the Institution of Surveyors in India. In the year ended March 31, 2007, the gross remuneration paid by the Company to Mr. Rampal was Rs.2.23 million.

Rohit Sahai, aged 37, is the Chief Operating Officer – Uttar Pradesh of the Company. Mr. Sahai joined the Company in September 2006 and is responsible for operations in Lucknow and other parts of Uttar Pradesh. Mr. Sahai has over 14 years of experience in Corporate Affairs, Sales and Operations. Prior to joining the Company, Mr. Sahai was Asst Vice President of Reliance Industries Limited & Reliance Infocom Limited. He has also worked with Hindustan Coco-Cola Beverages Private Limited as Head Institutional Sales from April 1999 until June 2001. Mr. Sahai completed his Master of Arts (Humanities) degree from the Banaras Hindu University, Varanasi. In the year ended March 31, 2007, the gross remuneration paid by the Company to Mr. Sahai was Rs.2.52 million.

Ajay Seth, aged 43, is the Vice President – Marketing of the Company. Mr. Seth joined the Company in June 2007 and is responsible for Marketing and Marketing Communication. Mr. Seth has over 18 years of experience in advertising, brand management and marketing. Prior to joining the Company, Mr. Seth was the General Manager – Marketing of Haier Appliances India Private Limited between January 2006 and June 2007. He has also worked with G3 Communications – a grey global group agency from August 2004 until December 2005, Dentsu Marcon from 2002 until 2004 and Contract Advertising (a WPP Agency) from 1995 until 2002. Mr. Seth completed his Master of Business Administration degree from IMT Ghaziabad and Bachelor of Arts degree in Economics from the University of Delhi. He did not receive any remuneration in the year ended March 31, 2007.

Darshan Pal Singh, aged 33, is the General Manager – Business Planning (Hospitality) of the Company. Mr. Singh joined the Company in July 2006 and is responsible for branding and identifying key hospitality locations in India. Mr. Singh has over 15 years of experience in the hospitality sector. Prior to joining the Company, Mr. Singh was the Head – Operations of VAU Developments Private Limited. He has also worked for Hamshire Hotels and Resorts from April 1997 until August 2003 and completed his management training programme with the Radisson Edwardian group in the United Kingdom from January 1996 until March 1997. Mr. Singh was awarded a Higher National Diploma in Hotel and Catering Management from Westminster College, London and completed a certificate course in principles of management from the London School of Economics. In the year ended March 31, 2007, the gross remuneration paid by the Company to Mr. Singh was Rs.1.07 million.

Surender Varma, aged 37, is the Head-Corporate Secretarial and Legal of the Company. Mr. Varma joined the Company in December 2005 and is responsible for the secretarial and legal functions of the Company. Mr. Varma has over 13 years of experience. Prior to joining the Company, Mr. Varma was the Deputy General Manager – Corporate Secretarial and Legal of HT Media Limited from December 2004 until December 2005. He has also worked with Ballarpur Industries Limited from December 2002 until December 2004, Daksh e Services Private Limited from February 2001 until December 2002, Jindal Photo Films Limited from April 1995 until January 2001 and Khera Hospitaliers Limited from January 1992 until March 1995. Mr. Varma completed his Bachelor of Commerce degree and his Bachelor of Laws degree from the University of Delhi. Mr. Varma is a qualified Company Secretary and Cost and Works Accountant. In the year ended March 31, 2007, the gross remuneration paid by the Company to Mr. Varma was Rs.1.79 million.

All the key managerial personnel mentioned above are permanent employees of the Company. None of the above mentioned key managerial personnel are related to each other or are appointed pursuant to any arrangement or understanding with major shareholders, customers or suppliers.

Shareholding of the Key Managerial Personnel

Except in relation to the option to purchase Equity Shares pursuant to the Emaar MGF ESOP, as of the date of this Draft Red Herring Prospectus, none of the key managerial personnel of the Company hold any Equity Shares in the Company. For details of the shareholding of the Company’s Directors, refer to “Shareholding of the Directors” above.

THEIR PROMOTERS AND PROMOTER GROUP COMPANIES

Promoters

The following are the Promoters of the Company:

Ø Emaar Properties PJSC

Ø Emaar Holding II

Ø Mr. Shravan Gupta

Ø MGF Developments Limited

Ø Kallarister Trading Limited.

Promoter Group

The natural persons who are part of the Promoter Group, apart from the individual Promoter mentioned above, are as follows:

Ø Mr. Rajiv Gupta (father of Mr. Shravan Gupta)

Ø Ms. Arti Gupta (mother of Mr. Shravan Gupta)

Ø Mr. Siddharth Gupta (brother of Mr. Shravan Gupta)

Ø Ms. Sumana Verma (sister of Mr. Shravan Gupta)

Ø Ms. Shilpa Gupta (wife of Mr. Shravan Gupta)

Ø Ms. Parul Gupta (wife of Mr. Siddharth Gupta and sister of Ms. Shilpa Gupta)

Ø Mr. Sudhir Sareen (father in-law of Mr. Shravan Gupta)

Ø Ms. Sunita Sareen (mother in-law of Mr. Shravan Gupta)

Ø Mr. Siddharth Sareen (brother in-law of Mr. Shravan Gupta)

Ø Ms. Sharadha Gupta (daughter of Mr. Shravan Gupta)

The MGF group companies that are part of the Promoter Group, apart from the Promoter companies mentioned above, are as follows:

Ø Abhirbhav Estates Private Limited

Ø Abhyudaya Estates Private Limited

Ø Adinath Buildtech Private Limited

Ø Amber Buildtech Private Limited

Ø Amiable Estate Private Limited

Ø Aryan Life Style Private Limited

Ø Ashvarya Estates Private Limited

Ø Augite Estate Private Limited

Ø Capital Vehicle Sales Limited

Ø Caramel Estate Private Limited

Ø Columbia Estates Private Limited

Ø Columbia Holdings Private Limited

Ø Compatible Estate Private Limited

Ø Coniza Promoters Private Limited

Ø Conure Properties Private Limited

Ø Dainty Estate Private Limited

Ø Deepasha Estates Private Limited

Ø Dhiraj Garments Private Limited

Ø Discovery Estates Private Limited

Ø Discovery Holdings Private Limited

Ø Emaar MGF Education Private Limited

Ø Engage Communications Private Limited

Ø Espace Buildtech Private Limited

Ø Fab Estates Private Limited

Ø Fairbridge Holdings Limited

Ø Golden Focus Pte. Limited

Ø Gram Buildcon Private Limited

Ø Harvansh Estates Private Limited

Ø Intra Chemical and Drugs Private Limited

Ø Kanta Apparels Private Limited

Ø Kerala Cars Private Limited

Ø Kilrain Engineering Private Limited

Ø Kunjar Promoters Private Limited

Ø Light Wood Estate Private Limited

Ø Lonicera Estate Private Limited

Ø Loupen Services Limited

Ø Madhya Promoters Private Limited

Ø Malm Estate Private Limited

Ø Megna Retail Private Limited

Ø Metroplex Construction Private Limited

Ø MGF Auto Sales Private Limited

Ø MGF Automobiles Limited

Ø MGF Holdings Private Limited

Ø MGF Housing and Infrastructure Private Limited

Ø MGF Infotech Private Limited

Ø MGF Metro Mall Private Limited

Ø MGF Motors Limited

Ø MGF Projects Private Limited

Ø MGF Promoters Private Limited

Ø MGF Retail Private Limited

Ø MGF Retail Services Private Limited

Ø MGF Retail Ventures Private Limited

Ø MGF Vehicle Sales Private Limited

Ø Midlam Agencies Private Limited

Ø Milet Estate Private Limited

Ø Moonlight Continental Private Limited

Ø Nakul Promoters Private Limited

Ø New Era Impex (India) Private Limited

Ø Niryat Private Limited

Ø Omega Motors Private Limited

Ø Opera Promoters Private Limited

Ø Oriole Exports Private Limited

Ø Orpine Estate Private Limited

Ø Ostrich Estate Private Limited

Ø Paris Resorts Private Limited

Ø Prathibha Promoters Private Limited

Ø Prathmesh Buildtech Private Limited

Ø Questor Promoters Private Limited

Ø Ranbanka Promoters Private Limited

Ø Saiesha Developments Private Limited

Ø Saiesha Projects Private Limited

Ø Sanket Promoters Private Limited

Ø Sareen Estates Private Limited

Ø Shailvi Estates Private Limited

Ø Shanti Apparels Manufacturing Company Private Limited

Ø Shanti Interior Private Limited

Ø Soumya Promoters Private Limited

Ø SSP Developers Private Limited

Ø SSP Properties Private Limited

Ø Sugandhim Estate Private Limited

Ø Symond Promoters Private Limited

Ø Vatsalya Estates Private Limited

Ø Vau Developments Private Limited

Ø Vishnu Apartments Private Limited (Part IX)

Ø VMR Promoters Private Limited;

Ø Yashoda Promoters Private Limited; and

Ø Yogya Promoters Private Limited.

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No records exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs. 40.67
UK Pound	1	Rs. 82.03
Euro	1	Rs. 62.54

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
PAID-UP CAPITAL	1~10	7
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	8
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	7
--LEVERAGE	1~10	7
--RESERVES	1~10	7
--CREDIT LINES	1~10	7
--MARGINS	-5~5	-
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	YES
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		63

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Unfavourable & favourable factors carry similar weight in credit consideration. Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
NR		In view of the lack of information, we have no basis upon which to recommend credit dealings	No Rating

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions