Godrej Properties Limited December 2009 DISCLAIMER Godrej Properties Limited (“Company”) proposes, subject to receipt of requisite approvals, market conditions and other considerations, to make an initial public offer of its equity shares and has filed a draft red herring prospectus (“DRHP”) with the Securities and Exchange Board of India (“SEBI”). The DRHP is available on SEBI website at www.sebi.gov.in, as well as on the websites of the global coordinators and book running lead managers at www.icicisecurities.com and www.kotak.com , and of the book running lead managers at www.idfcsski.com and http://www.nomura.com/asia/services/capital_raising/equity.shtml. Investors should note that investment in equity shares involves a high degree of risk and for details relating to the same, see the section titled “Risk Factors” of the DRHP. This presentation is for informational purposes only and does not constitute an offer or invitation to purchase or subscribe for any securities in any jurisdiction, including the United States. No part of it should form the basis of or be relied upon in connection with any investment decision or any contract or commitment to purchase or subscribe for any securities. None of the securities of the Company may be offered or sold in the United States, without registration under the U.S. Securities Act of 1933, as amended, or pursuant to an exemption from registration therefrom. Investors and prospective investors in securities of the Company are required to make their own independent investigation and appraisal of the business and financial condition of the Company and the nature of the securities. Nothing in the presentation shall constitute and/or deem to constitute an offer or invitation to an offer, to be made to the Indian public or any section thereof, and this document and its contents should not be construed to be a prospectus in India. This presentation has not been and will not be reviewed or approved by any statutory or regulatory authority in India or by any stock exchange in India. This presentation does not comply with the disclosure requirements prescribed by the SEBI or any other applicable authority in relation to a public issue of securities on the Indian stock exchanges. The information and opinions contained in this presentation are current, and if not stated otherwise, as of the date of this presentation. We undertake no obligation to update or revise any information or the opinions expressed in this presentation as a result of new information, future events or otherwise. Certain statements made in this presentation may not be based on historical information or facts and may be “forward looking statements”, including those relating to the Company’s general business plans, planned projects and strategy, future financial condition and growth prospects, future developments in industry and competitive and regulatory environment. Actual results may differ materially from these forward-looking statements due to a number of factors, including future changes or developments in the Company’s business, competitive environment and political, economic, legal and social conditions. This presentation is confidential and may not be copied or disseminated, in whole or in part, and in any manner. No person is authorized to give any information or to make any representation not contained in or inconsistent with this presentation or the RHP filed with the Registrar of Companies (RoC), and if given or made, such information or representation must not be relied upon as having been authorized by us. Any decision to purchase securities in the context of the proposed offering of securities, if any, should be made solely on the basis of information contained in a prospectus published in relation to such an offering. No representation or warranty is given as to the accuracy or completeness of the information contained herein. By participating in this presentation or by accepting any copy of the slides presented, you agree to be bound by the foregoing limitations. 2 AGENDA A The Issue B Godrej Properties overview C Investment rationale D Financial overview 3 THE ISSUE ISSUER Godrej Properties Limited (GPL) OFFER • Issue of 9,429,750 equity shares of face value of Rs.10 each • QIBs - at least 60% of total issue, 5% of which is reserved for mutual funds • Non institutional portion – at least 10% of total issue • Retail portion – at least 30% of total issue USE OF PROCEEDS • Acquisition of land • Construction of • Debt • General corporate development rights future projects repayment purposes LOCK IN • Promoters’ shareholding to the extent of 20% post-issue capital – 3 years • Entire remaining pre-issue capital – 1 year • Anchor investors – 30 days TRANCHES • QIB portion – 60% • Upto 30% of QIB Portion – Anchor investors* (1/3 rd reserved for domestic Mutual funds) • 5% of QIB portion – Mutual funds • Non-institutional portion – 10% • Retail portion – 30% GCBRLMs BRLMs LISTINGlisting venues VENUES ICRALISTING IPO GRADINGVENUES 4 / 5 *The Company may consider participation by Anchor investor. The Anchor investor bid / issue period shall be 1 day prior to the bid/issue opening date 4 GODREJ PROPERTIES OVERVIEW Pre Issue shareholding pattern Part of the Godrej Group Others 3.1% • Established in 1897 • US $ 2 billion in revenues • 20,000 employees • Diversified, accomplished, trusted PromoterPromoters & • Real estate is a major focus and has been identified as one of four hero promoter96.9% group 96.9% businesses within the Godrej Group Pan – India presence Post Issue shareholding pattern • Established in 1991 Others • Projects in 10 cities across India 2.7% • Approximately 82 million square feet of upcoming developable area Public 13.5% • Residential | commercial | townships Joint development model PromoterPromoters & promoter 83.8%group • Track record of joint development projects 83.8% • High return on investment 5 INVESTMENT RATIONALE 1. Godrej brand name 4. Differentiated business model 2. Project pipeline 5. Execution capability 3. Godrej group company MoUs 6. Experienced management 6 BRAND ADVANTAGE Among India’s most Selected by The Brand benefits to GPL trusted brands Week magazine as Brand recognition in new locations the 4 t h b e s t brand in India, Identified as a “hero ” business within in 2007 the Godrej group in a branding Strong emphasis on initiative conducted by Interbrand corporate governance Godrej Group awarded ‘Corporate Godrej Properties’ brand value being evaluated by Brand Finance, an Citizen of the Year ’ independent brand valuation and by the Economic strategy firm Times in 2003 7 PROJECT PIPELINE City Estimated total developable area (mn sq.ft) Ahmedabad 40.43 Pune 12.32 9.60 Hyderabad Chandigarh Kolkata 6.93 Mumbai 3.69 Chennai 3.23 Kochi 2.52 Bengaluru 2.51 Ahmedabad Mangalore 0.83 Chandigarh 0.68 Kolkata Mumbai Pune Total 82.74 Hyderabad MOUs with group cos Acres Mangalore Bangalore Bengaluru 100.00 Mohali 75.00 Chennai Hyderabad 10.00 Kochi Total MoU land 185.00 8 GODREJ GROUP ASSETS MoU with Godrej & Boyce, Godrej Industries and Godrej Company Location Acreage Agrovet for real estate Godrej and Boyce Mohali 75 development of assets within these group companies Godrej and Boyce Hyderabad 10 Godrej Agrovet Bangalore 100 Several manufacturing Vikhroli, Mumbai locations in India and One of India’s most urbanized states: 37.4% against national average of 28% Investments during Vibrant Gujarat Summit 2009 - $ 240 billion large land parcel in Industrial growth rate of 12.5% (2002-07) Mumbai provides future Accounts for 39% of India’s industrial output; 20% of exports opportunities 9 VALUE CREATION G o d r e j GPL -Revenues GPL - Profits After Properties’ 3,000 T a x 800 750 757 CAGR : 56% 2,503 CAGR : 90% performance in 2,500 2,275 700 600 2,000 500 the last 5 years- 1,373 1,500 400 (RsMn) 288 R even ue (RsMn) 300 1,000 705 418 200 121 500 CAGR:56% 100 58 0 0 PAT CAGR: 90% 2005 2006 2007 2008 2009 2005 2006 2007 2008 2009 Source : Company 10 DIFFERENTIATED BUSINESS MODEL Capital efficient Joint development model model with a constant focus on Land sourcing through joint development agreements economic value added (EVA) De-risking strategy – reduced exposure to land prices Efficient capital utilization Several repeat projects with joint High Return on Investment development partners Strong relationship with financial partners enables rapid scale-up of the JD model 11 EXECUTION CAPABILITY Successful relationship Strategic partnerships with development process service providers management of Lean business model - Flexibility for quick size increase or decrease development partners Construction – MoU in place with L&T for projects pan India Architects – Commissioned Pelli Clarke Pelli Architects, DP Architects for our projects – Dedicated team from PG Patki to work on construction drawings Long standing relationships with leading consultants like Knight Frank, JLLM & C&W Critical chain process Critical chain process management ( CCPM) management Goldratt consultants engaged for developing effective project management capabilities Concerto, a web based tool, ensures effective control and monitoring of projects using ‘Theory of Constraints’ and allows multi-site project management Sustainability Sustainable development Founder member of Indian Green Building Council (IGBC) MoU with Clinton Climate Initiative (CCI) for Godrej Garden City (GGC), Ahmedabad, to strive towards a climate positive development. GGC is one among 16 projects selected worldwide Focus on the Customer centricity Customer