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 (“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 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 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 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 Dedicated team headed by a Chief Customer Centricity Officer Gap analysis, through extensive customer surveys, to attain complete customer satisfaction 12 ESTABLISHED TRACK RECORD

Completed 23 projects spanning over 5 million * square feet Developable area: 0.82 mn sq ft Location: Mumbai Type: Residential

* 4 out of 5 towers completed

Track record of joint Godrej Woodsman Estate** development projects Developable area : 1.78 mn sq ft Location: Bangalore Type: Residential

** 97% units sold Ranked among the top ten real estate Godrej Castlemaine companies in India Developable area: 0.29 mn sq ft by Construction Location: Pune World for four Type: Commercial consecutive years 13 EXPERIENCED MANAGEMENT

Ranked #1 in real Milind S Korde, Managing Director estate category of • Over 18 years of experience in various aspects of real estate development • Associate member of Institute of Company Secretaries of India ‘India’s best Pirojsha Godrej, Executive Director companies to • Masters in International Affairs from Columbia University and MBA from Columbia Business School • Bachelors degree in Economics from the Wharton School work for’ survey by The Economic K T Jithendran, Chief Operating Officer T i m e s • Over 15 years of experience in real estate business • PGDM from IIM and civil engineer from IIT Rajendra Khetawat, VP, Head (Finance & Accounts) • Chartered Accountant with 12 years of experience in audit, accounts, tax, financial and treasury management. Shodhan A Kembhavi, VP, Head (Legal & Secretarial) Centralized HR • More than 17 years of experience in legal and company secretarial matters allows access to Krishnakoli S Kumar, VP, Head (Marketing & Sales) talent pool within • More than 17 years of experience in a variety of functions in diverse industries the Godrej group • MBA from Wharton Business School 14 NON-EXECUTIVE DIRECTORS

Adi B Godrej, Chairman (Non Executive) • Chairman of Ltd, , Godrej Sara Lee Ltd. & Godrej Hershey Ltd. • Director of GPL since 1990 • Bachelor and Masters degree from Massachusetts Institute of Technology Jamshyd N Godrej, Director (Non Executive) • Chairman of Godrej & Boyce Manufacturing Company Ltd • Director of GPL since 1990 • Bachelor of Science from the Illinois Institute of Technology Nadir B Godrej, Director (Non Executive) • MD of Godrej Industries Ltd. and Chairman of Godrej Agrovet Ltd • Director of GPL since 1989. • Bachelor of Science degree in Chemical Engineering from the Massachusetts Institute of Technology, a Master of Science degree in Chemical Engineering from Stanford University and a MBA degree from Harvard Business School Parmeshwar A Godrej, Director (Non Executive) • Director of GPL since 1989. • Serves on the board of the American India Foundation, The Palace School in Jaipur and Indian Hotels and Health Resorts Private Ltd

15 INDEPENDENT DIRECTORS

Strong depth and Amit B Choudhury diversity of experience • Serves on the board of Godrej Agrovet Ltd, Swadeshi Detergents Ltd, Vora Soaps Ltd and Wadala Commodities Ltd. • Holds a Masters degree in Economics and Masters in Management Studies from Jamnalal Bajaj Institute of Management Studies Keki B Dadiseth • Served as Chairman of Hindustan Lever Ltd and as Director and Member of the Exceutive Committee at Unilever PLC and Unilever NV • Fellow of the Institute of Chartered Accountants of England & Wales Lalita D Gupte • Chairperson of ICICI Venture Funds Management Company Ltd • Holds a Bachelor’s Degree in Economics and a Master’s Degree in Business Management Pranay Vakil • Chairman of Knight Frank in India • Co Chairman of FICCI Real Estate Committee Dr. Pritam Singh • Served as the Director at IIM Lucknow. Serves as Director of Dish TV India Ltd and also as member on the local board of the Reserve . • Holds a Masters degree in Commerce from Benares Hindu University, a Masters degree in Business Administration from Indiana University and a PhD from Benares Hindu University S Narayan • Retired IAS officer, was Economic Advisor to the Prime Minister of India • Board of directors of Ltd. And India Ltd

16 KEY PROJECTS - VIKHROLI DEVELOPMENT, MUMBAI

2.78 million sq. ft mixed use development in Mumbai

Master-planning and first building design by Pelli Clarke Pelli Architects

Commissioned Atelier 10, a sustainable design consulting firm, to incorporate sustainable design across the project 17 KEY PROJECTS – GODREJ GARDEN CITY, AHMEDABAD

Integrated township i n Ahmedabad; 40 million square feet estimated developable area

Strategic location

One of 16 projects worldwide selected by the Clinton Climate Initiative for climate positive development 18 KEY PROJECTS – GODREJ PRAKRITI, KOLKATA

3.29 million square feet complemented by natural greens and water-bodies

Ability to replicate the mid-income residential development model across India

19 FINANCIAL OVERVIEW

Revenues 3,000 EBITDA 1,400 1,200 60% & operating 53% 2,503 1,200 1,154 2,500 2,275 margins 50% 1,000 37% 34% 46% 40% 2,000 31% 800 30% 1,500 1,373 600 504 (%) (Rs Mn)

(Rs Mn) (Rs 20% 400 1,000 705 237 200 127 10% 418 500 0 0% 0 2005 2006 2007 2008 2009 2005 2006 2007 2008 2009 EBITDA (LHS) EBITDA Margin (RHS)

PAT & Net worth 3,500 800 750 757 35% 3,005 profit margins 700 3,000 33% 30% 2,426 600 30% 2,500 21% 25% 500 17% 20% 2,000 400 14% 288 15% (%) 1,500 Mn) (Rs 300 (Rs Mn) 200 10% 1,000 121 100 58 5% 415 471 450 500 0 0% 0 2005 2006 2007 2008 2009 2005 2006 2007 2008 2009 PAT (LHS) PAT Margin (RHS) 20 FINANCIAL OVERVIEW

EPS Cost & Rs margins 14 12.8 12.5 12 10 8 6 5.0 4 2.1 2 0 FY06 FY07 FY08 FY09

Return on % Net Worth 70 64.6 60 50 40 31.2 30 26.0 25.3 20 10 0 FY06 FY07 FY08 FY09

21 ANNEXURE A – CURRENT PROJECTS

Residential Project Name Location Est. dv area Commercial Project Name Location Est. dv area (mn sq.ft) (mn sq.ft) Ongoing Projects Ongoing Projects Godrej – GVD II Kalyan 0.12 Godrej Waterside Kolkata 2.16 Planet Godrej Mumbai 0.17 Godrej Genesis Kolkata 1.48 Godrej Prakriti Kolkata 2.87 Godrej Eternia Chandigarh 0.68 Godrej Garden City Ahmedabad 26.28 Godrej Genesis Pune 0.50 Godrej W’man* Estate Bangalore 1.02 Godrej Coliseum–III Mumbai 0.17 Godrej Gold County Bangalore 0.30 Godrej Eternia Pune 0.02 Godrej Riverside Kalyan 0.28 Godrej Garden City Ahmedabad 14.15 Godrej Eden Woods Thane 0.06 Godrej Prakriti Kolkata 0.42

Forthcoming Projects Forthcoming Projects Kalyan – Township Kalyan 0.10 Godrej Genesis Hyderabad 9.60 Godrej W’man* Est Anx Bangalore 0.10 Godrej Vikhroli Mumbai 2.18 Chennai Project Chennai 3.23 Godrej Avalon Mangalore 0.27 Tumkur Road II Bangalore 1.09 Pune Township Pune 2.36 Kochi Project Kochi 2.52 Godrej Vikhroli Mumbai 0.60 Godrej Avalon Mangalore 0.56 Pune Township Pune 9.44 Tot al 48.74 Total 33.99 * Woodsman Estate Towers 3,4,5,6 22 ANNEXURE B – COMPLETED PROJECTS

Residential Year of Approx. dv area Commercial Year of Approx. dv area Project name completion (mn sq.ft) Project name completion (mn sq.ft) Godrej Park 1996 0.15 M.G.S.M 1997 0.03 Godrej Eden Woods I&II 2000 0.40 Godrej Millennium 2000 0.12 Godrej Greenville Park 2001 0.06 Godrej Eternia B&C 2003 0.31 Godrej Plaza 2002 0.06 Godrej Avanti 2003 0.02 Godrej Sky Garden 2002 0.31 Godrej Castlemaine 2004 0.29 Godrej Hill 2002 1.07 Godrej Coliseum I&II 2007 0.22 Godrej Bayview 2003 0.04 Godrej Eternia A 2009 0.26 Godrej Indraprastha 2003 0.03 Godrej Sherwood 2003 0.09 Total 1.25 Godrej la Vista 2006 0.01 Godrej Glenelg 2007 0.05 Godrej Waldorf 2007 0.04 Godrej GVD I 2009 0.06 Godrej Eden Woods III 2009 0.09 Planet Godrej I,II,III,IV 2008-09 0.66 Godrej W’sman Est 2009 0.76 I,II,VII

Total 3.88 Total completed projects 5.13 * Woodsman 23 ANNEXURE C – ASSETS & LIABILITIES

CONSOLIDATED SUMMARY STATEMENT OF ASSETS AND LIABILITIES, AS RESTATED

FOR THE YEAR ENDED MARCH 31, (Rs cr) SEPT 30 PARTICULARS 2009 2009 2008 2007 2006 2005 FIXED ASSETS 25.93 39.20 37.25 4.44 3.92 3.08

INVESTMENTS 0.00 0.00 0.00 0.00 0.00 0.00

DEFERRED TAX ASSET 0.51 0.49 0.38 0.37 0.30 0.24

CURRENT ASSETS, LOANS AND ADVANCES 1,694.03 1,412.65 984.49 443.47 196.13 137.24

LIABILITIES & PROVISIONS 1,372.03 1,151.86 780.56 403.28 153.27 99.03

MISCELLANEOUS EXPENDITURE 0.01 0.01 0.00 0.01 0.00 0.00

NET WORTH 348.45 300.49 241.56 45.01 47.08 41.53

REPRESENTED BY SHARE CAPITAL 60.42 60.42 60.42 6.44 6.44 6.44

RESERVES & SURPLUS 286.13 238.39 180.43 38.18 40.15 35.09

MINORITY INTEREST 1.90 1.68 0.71 0.39 0.49 0.00

NET WORTH 348.45 300.49 241.56 45.01 47.08 41/53 24 ANNEXURE D – PROFIT & LOSS

CONSOLIDATED SUMMARY STATEMENT OF PROFITS AND LOSSES, AS RESTATED (Rs cr) FOR THE YEAR ENDED MARCH 31, SEPT 30 PARTICULARS 2009 2009 2008 2007 2006 2005 TOTAL INCOME 115.12 250.25 227.51 137.26 70.459 41.846

EXPENDITURE 48.85 141.32 112.25 91.62 52.604 33.05

Expenditure as % of Total Income 42.43% 56.47% 49.34% 66.75% 74.66% 78.98% PROFIT BEFORE TAX AND MINORITY INTEREST 66.27 108.93 115.26 45.64 17.86 8.796 (PBT) PBT as % of Total Income 57.56% 43.53% 50.66% 33.25% 25.35% 21.02% NET PROFIT AFTER TAX AND MINORITY INTEREST 47.74 75.628 75.018 28.822 12.13 5.78 (PAT) PAT as % of Total Income 41.47% 30.22% 32.97% 21.00% 17.22% 13.81%

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