DLF Limited

Analyst Presentation
December 17, 2009

SAFE HARBOUR

This presentation contains certain forward looking statements concerning DLFs future business prospects and business profitability, which are subject to a number of risks and uncertainties and the actual results could materially differ from those in such forward looking statements. The risks and uncertainties relating to these statements include, but not limited to, risks and uncertainties, regarding fluctuations in earnings, our ability to manage growth, competition , economic growth in India, ability to attract and retain highly skilled professionals, time and cost over runs on contracts, government policies and actions with respect to investments, fiscal deficits, regulation etc., interest and other fiscal cost generally prevailing in the economy. The company does not undertake to make any announcement in case any of these forward looking statements become materially incorrect in future or update any forward looking statements made from time to time on behalf of the company.

DLF Ltd.s Subsidiary - DCCDL integrates Caraf

Upon the recommendation of Special Committee of Independent Directors, the Board of Directors approved in-principle, the integration of Caraf Builders & Constructions Pvt. Ltd (Caraf) with DLF Cyber City Developers Ltd. (DCCDL). The Special Committee was independently advised by Enam Securities Pvt. Ltd. and Kotak Mahindra Capital Co. Ltd. (Transaction Advisors and Independent Valuers) and Citigroup Global Markets India Pvt. Ltd (provider of fairness opinion on the exchange ratio) As recommended by the Special Committee, the Board of Directors of DLF accepted the relative valuation of DCCDL and Caraf in the ratio of 60:40. Consequently, DLF shall have an economic interest in the integrated entity of 60% with residual 40% economic interest being held by shareholders of Caraf [who are promoters of DLF)

Business Re-structuring

DLF

Optimizing value of DLFs real estate businesses in their respective regions / businesses Development Company with three divisions focused on the Gurgaon Market, Super Metros & the Rest of India Rental Business under DCCDL comprising annuity streams from Offices, Malls, Facilities Management & Utilities Sharper focus on execution with emphasis on robust systems, processes & risk management Independent Board managed Companies with suitable empowerment & delegation Full accountability & responsibility for respective P&L, Balance Sheet & Cash Flows
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Dev Co Annuity

Gurgaon Super Metros Rest of India

Offices

Malls

Facilities Mgt.& Utilities

What does this Achieve:

Substantial Consolidation of Groups rental assets: Aggregation under the flagship listed company thereby enhancing stable rental flows Resolution of Perceived Conflict of Interest: Elimination of perceived conflict of interest between promoter entities and DLF, while facilitating management integration and elimination of overlap. A Rental conglomerate: with interest in SEZs, IT Parks, Commercial Assets and Retail Malls across Delhi, Gurgaon, Mumbai, Kolkata, Chennai, Hyderabad and Chandigarh

Enhances stable cash flows through additional rental income on 9.65 msf of high quality stabilized assets Estimated annualized post tax rental income of Rs 555 Cr from existing Caraf and DAL portfolio

Strengthens Balance Sheet: Since there is no net cash outflow being proposed for the above integration, the integration strengthens the balance sheet of DLF Monetisation Potential Enhanced: An opportunity to unlock value in an integrated Company with all legal structures and enablers in place Increased Proportion of Rental Income: Achieves an increasing proportion of strong, stable and growing rental income in DLFs overall business portfolio

Key Parameters
MSF Total Ready Assets Additional Development Potential DCCDL 6.73 Caraf 9.65

11.83

Nil

Figs in Rs. Crs.

Rs Cr Annualized Net Property Income ( Post Tax) Net Current Assets Net Debt

DCCDL1

Caraf2

416 715 4140

555 2192 2460

1 Aggregated numbers from Pro Forma Balance Sheets for DCCDL and its retail subsidiaries 2 Aggregated numbers from Pro Forma Balance Sheets for Caraf, DICD Chandigarh, DICD Kolkata and DAL 3 Break Up of Areas detailed in Slide 13 and 16 4 DAL has CCPS outstanding towards SC Asia which had infused Rs 2725 Cr 5 In addition to the above development potential, DCCDL has notified SEZ land of approximately 18 acres 6 IPC estimates Capitalization Rates in the relevant micro markets for the subject properties are in the range of 9.5% -11% 7 WACC rate assumed ~ 17%

DLF follows a rigorous, transparent process

Being a related party transaction, and in the best interest of all stakeholders, especially the minority shareholders, the Board of Directors of DLF constituted a Special Committee of Independent Directors at its Board meeting held on March 10th, 2009 to recommend to the Board various proposals to achieve the strategic objective The special committee in turn appointed advisors for an independent and fair advise on the structure and valuation. Further, an independent fairness opinion was also obtained by the special committee.

Promoter and non independent directors have stayed away from the entire process The core consideration for evaluation as mandated by the committee was to ensure value creation for DLF and the best interest of all stakeholders

Extensive meetings and deliberations were held between the Special Committee of Directors and its advisors which eventually resulted in a proposal which was considered by the Board of Directors of DLF and the valuation ratio approved The special committee recommended a share swap between DCCDL and Caraf at an exchange ratio of 60:40 in favor of DCCDL. The Board of Directors at its meeting held on December 15, 2009, accepted the recommendations of the Special Committee in its entirety and in-principle approved the integration
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Transaction Advisors
Transaction Advisors and Independent Valuers Fairness Opinion on Exchange ratio Enam Securities Pvt. Ltd.

Kotak Mahindra Capital Co. Ltd Citigroup Global Markets India Pvt. Ltd Amarchand & Mangaldas & Suresh A, Shroff & Co.

Legal Advisors Fox Mandal Little BMR Advisors Ltd. Tax Advisors KPMG India Pvt. Ltd. International Property Consultants Cushman & Wakefield India Pvt. Ltd.

Current Structure
DLF Promoters

DLF holds stabilised as well as under development commercial and retail assets under DCCDL

78.65%

100%

DCCDL directly owns commercial space while retail space is held through various subsidiaries

DLF

CARAF (Commercial Space)

100%

Other thereof

DCCDL

subsidiaries

provide

DCCDL

(Commercial Space)

facilities/ office management and utilities

Caraf is a separate promoter entity which owns fully stabilized commercial space in Gurgaon

Retail

Utilities & Support

IT Park

DAL

It also owns stabilised IT park space through 100% subsidiaries in Chandigarh and Kolkata and eventual economic
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(1) Carafs economic ownership in DAL on a fully diluted basis is expected to be 96% once the entire outstanding CCPS are acquired

interest of ~ 96%1 in DAL

Post- Integration Structure

78.65%

DLF to hold 60% effective economic interest in integrated DCCDL with the residual 40% economic interest being

DLF Promoters

DLF

60%

held by the shareholders of Caraf (who

(Commercial Space)

40%

are the promoters of the Company)

DCCDL

DCCDL will emerge as the Groups flagship company for holding rental assets

Retail

Utilities & Support

IT Park

DAL

Various verticals will be held under independent companies.

Potential Monetization/ Listing structure for DAL is retained.

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Summary

The transaction creates significant value for DLF by bringing in prime pre leased assets and helps achieve significant consolidation of the Groups Rental business Achieves an increasing proportion of strong, stable and growing rental income in DLFs overall business portfolio Preserves DALs monetization structure flexibility and brings it under the DLF umbrella Addresses concerns that existing DLF and potential DAL shareholders have expressed

Meets investor expectations of having DLF as sponsor Also resolves perceived conflict of interest between DAL and DLF

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Annexures

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Caraf: Background and Details

Caraf was incorporated in March 2006 and is engaged in the business of acquisition and development of real estate properties in India Caraf initially acquired ~1.1 msf area from DLF in FY 2006 and subsequently constructed / developed additional ~2.2 msf Currently holds four rent yielding properties

Structure Overview

Caraf

DLF Infocity (Chandigarh) Developers Limited Chandigarh IT Park

DLF Infocity (Kolkata) Developers Limited Kolkata IT Park

~96%(1) ownership on a fully diluted basis in DAL DAL SEZ Projects

Two commercial properties in Gurgaon Two IT Park properties through 100% subsidiaries at Kolkata and Chandigarh

(1) Carafs economic ownership in DAL on a fully diluted basis is expected to be 96% once the entire outstanding CCPS are acquired

DALs Relationship with DLF

DAL is notified as a co-developer in the four IT / ITES Special Economic Zones (SEZ) of DLF (Silokhera, Cyber W Block, Chennai & Hyderabad) DAL acquires pre-leased cold shell buildings from DLF DAL does the warm shell conversion and fit-outs on case to case basis

Caraf will have ~ 96%1 eventual economic interest in DAL which owns 6.4 msf of IT SEZ space Tenants include Accenture, Ericcson, Genpact, IBM, Infosys, Sapient, Symantec etc

DAL has outsourced marketing / lease management services to DCDL (a subsidiary of DLF) and acquires the assets only when they are preleased

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Caraf Portfolio: High Quality IT SEZ , IT Park and Commercial Space

DLF Cyber Green , Gurgaon DLF Cyber Green , Gurgaon IT Park , Chandigarh IT Park , Chandigarh DAL Silokhera SEZ, Gurgaon Ericsson, Gurgaon

DAL Cyber SEZ, Gurgaon DLF Cyber Green , Gurgaon

Chandigarh Gurgaon

Ericsson, Gurgaon Ericsson, Gurgaon

Kolkatta

Hyderabad

Chennai DAL Hyderabad SEZ, Gurgaon DLF Cyber Green , Hyderabad DAL Chennai SEZ, Chennai DLF Cyber Green , Gurgaon IT Park , Kolkatta IT Park , Kolkatta

Total area 2.7 msf

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Background of DAL

DAL was set up to facilitate creation of a monetization platform

Promoters of DLF were only the facilitators for creation of the monetization platform and had infused Rs. 50 Cr as equity in DAL and thereafter facilitated private equity investment in DAL All profits of DAL were retained for growth, with just CCPS dividend being paid out to PE investors. No dividend till date has been paid out to promoters DLF continued to be the developer for all properties of DAL enabling it to leverage the DLF pedigree, ensuring high construction quality and comfort on continuity to all tenants DAL acquired pre leased cold shell assets from DLF

Equity funding in DAL by way of a monetization platform and in the interim investment by Private Equity funds has been a critical part of DALs strategy to help create its asset platform

The listing was delayed due to adverse market conditions Investors evaluating investment in DAL have expressed a preference for DLF as sponsor of DAL.

The integration facilitates monetization of DAL and provides upside to DLF from value creation through listing

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DCCDL: Background and Details

DLF Cyber City Developers Private Limited, a wholly owned subsidiary of DLF, focuses on development and leasing of commercial and retail real estate properties Currently holds rent yielding properties with 6.73 msf leasable area

Structure Overview
Cyber City Office space (Gurgaon)
Operational Area: 6.0 msf Potential: 5.8 msf

Five commercial properties in Gurgaon and two retail properties in Delhi Tenants include Accenture, Google, IBM, WNS

Potential Retail Mumbai 3msf Gurgaon 3msf

Operational Retail Delhi - 0.8msf

DLF Utilities (1) Gas based power plants

Land for potential leasable area of 11.83 msf

(1) Pursuant to a merger being effected between DLF Utilities Limited and DLF Services and DT Cinemas.

Commercial space in Gurgaon and retail properties in Gurgaon and Mumbai Evaluating exact configuration and construction schedule given the evolving demand-supply scenario for retail and commercial assets
Stabilized office Space 5.96 msf

Operational Retail Space

0.77 msf

Interests in facilities management and utilities business

Potential Office Space

5.83 Msf

Potential Retail Space

6.00 msf

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Thank You

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