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R S FINANCIAL SOLUTIONS Due Diligence Report

Confidential May 2011

ABCD Limited

Draft Financial Due Diligence Report

XYZ Finance Pvt. Ltd.

May 2011

R S FINANCIAL SOLUTIONS

Office: 124/4 UGF, ARJUN NAGAR

SAFDARJUNG ENCLAVE

NEW DELHI-110029

Tel: +91-11-26185225 Cell: +91 - 97180 55225

E-Mail: [email protected]

Private & Confidential

R S FINACIAL SOLUTIONS Due Diligence Report


Dear Sirs,

Limited Scope Financial Due Diligence Review of ABCD Limited.

We are pleased to enclose our report on the limited scope financial due diligence review of ABCD Limited

(hereinafter referred to as "ABCD” or “The Company”). Please note that since this is a limited scope due diligence

review, the findings should be read in light of the Caveats to the Report. .

Our work does not constitute an audit or review of the financial statements or any part thereof, the objective of

which is the expression of an opinion or limited assurance on the financial statements, or a part thereof, or

verification of accuracy of Management responses to our inquiries. Our work should not be relied upon to disclose

errors, irregularities, or illegal acts, including fraud or defalcations.

The sufficiency of the work plan and the contents of our findings are solely the responsibility of your management

and you agree that you will perform additional procedures prior to concluding on the merits of the proposed

transaction. Consequently, we make no representation regarding the sufficiency of the work plan either for the

purpose for which our findings have been requested or any other purpose. Once accepted, this report will

constitute satisfactory completion of our work.

Our report, supporting schedules and other materials generated during the engagement are intended for your

Management’s internal use. Our report should not be distributed to other third parties without our written approval.

We appreciate the opportunity to work with you on this assignment. Please feel free to contact us to discuss the

contents of this report.

Thank you

Rajiv Malhotra

For R S FINANCIAL SOLUTIONS



3

Contents Page

Main Report

1 Profile 4

2

Structure

7

3

Real Estate Projects Profile

8

I. Projects Completed 8

II. Projects In Hand 9 4

Project under Development

12

5

Project Analysis

14

6

Group Cash Flow Projections

16

7

Sensitivity Analysis

18

8

Debt History

24

9

Current Debt

25

10

Debt Repayment Forecast

28

11

Credit Score Card

30

Annexures

1

Organization Structure

32

2

Key Managerial Personnel

32

3

Group Land bank – March 2011

34

4

Historical Cash Flow

36

5

Historical Balance Sheet

38

6

Historical Profit & Loss

40

7

Equity Shareholding Pattern - March 2011

41

8

Group Companies with shareholding

42

8

Appendices

55



4

1. Group Profile

Name : ABCD Limited

Registration Details : U00000DL0000PLC000000

Registered Office : xxxxxxxxxxxxxxxxx

Activity : xxxxxxxxxxxxxxxxx

Major Group : ABCD

Credit Risk Rating : xxxxxxxxxxxx

Promoters/ Directors : xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

Additional Debt - XYZ (Proposed) : Rs 300 Million

Total Group Revenue (Mar 2011) : Rs. 8,931 Million

Total Group Debt Exposure (Mar 2011) : Rs. 15,966 Million

Banking Relationships with : HDFC, SBOP, SBOH, SBI, CBI, ANDHRA BANK

Banking Relationships since : Many years

ABCD Limited (the Company) is primarily engaged in the business of Real Estate, Hospitality and Facility Management

1. Real Estate Development:

ABCD Ltd was incorporated in 1991 by Mr. A and starting operations with aggregation of land in Sohna and Bhondsi,

on the outskirts of Gurgaon. Over the years ABCD has emerged as a major player in the real estate industry in the

National Capital Region with almost 15 years of delivery track record. ABCD generally commands a ‘premium’ as

compared to its peer group. In the NCR, ABCD has developed Corporate Offices, Retail, Mid Market & Premium

Group Housing, Integrated Townships with social amenities and infrastructure. The group employs sub contractors to

execute construction of projects and is mainly focused on project management. The group employs approx. 350

employees in the real estate division. Its financial partners include:

Wachovia: ABCD has issued Equity Shares & Compulsorily Convertible Debentures to WDC Ventures Limited, a

100% subsidiary of Wachovia Corporation. Wachovia invested Rs. 2,000 Mn as structured mezzanine funding via the

FDI route in India. Of this Rs.1,500 Mn was repaid during FY 10-11 and the rest Rs. 50 Mn was repaid recently in

April 2011.

Goldman Sachs & Baer Capital Partners: The Company issued Equity Shares & Compulsorily Convertible

Preference Shares to BIPEF ABCD Holdings Limited, a company incorporated in Mauritius. BIPEF ABCD Holdings

Limited invested Rs.6,000 Mn in ABCD Limited. The company is a part of Baer Capital Partners, a Private Equity

investor. As on date BIPEF holds 16.17% equity capital.

xxxxxx(P) Ltd, is a 100% SPV formed by ABCD Limited for development of ABCD Business Park, Sohna. It also

received foreign direct investment of Rs. 1,000 Mn from Zaheer Mauritius, a company of Goldman Sachs group. As

on date the investor holds 18% equity capital.



5

2. Hospitality

The group has a hospitality arm operating in segments of Hotels, Resort, Spa, Restaurants and Catering. Up until

March 2011 hospitality was a part of ABCD Limited; but thereafter it was hived off into a separate entity. The group

employs approx. 650 employees under this segment. Its key projects include Int Chain Sohna - Gurgaon Resort &

Spa and Int Chain New Delhi Hotel and four fine dining restaurants.

3. Facility Management Services:

ABCD offers facility management services for all its developments i.e. both residential and commercial. Facility

management services ensure maintenance & upkeep of ABCD’s developments and are a key differentiator between

ABCD and other developers in the NCR region.

1.1 Group Companies – Financial Snapshot

Real estate development activities are undertaken in the flagship company i.e. ABCD Limited and XXXXXXXX (P) Ltd. The Hotels, Business Centers, Catering, Facility maintenance are undertaken in ABCD Hospitality (P) Ltd and ABCD Hotels (P) Ltd.

Company Activity Turn Over (INR Millions) Net worth (INR Millions)

Mar -11 Mar-10 Mar-09 Mar-11 Mar-10 Mar-09

1 ABCD Ltd Flagship Real Estate

7,830 5,989 3,989 8,619 7,781 7,599

2 xxx (p) Ltd Real Estate

1,101

6 NIL 118 115 114

3 ABCD Hospitality (p) Ltd Hospitality 423 447 (322) (271) (111)

4 ABCD Hotels (p) Ltd Hotels NIL NIL 60 435 479

Total 8,931 6,418 4,436 8,475 8,060 8,082

• Net worth figures for Mar 09 and March 10 have been computed on the basis of book value of assets net of

liabilities as appearing in the respective Balance Sheets.

• Net worth figures for Mar 11 are based on provisional figures provided by the management.



6

1.2 ABCD Limited – Financial Snapshot – Real Estate Division INR in million

Prov. Mar-11 Audited Mar-10 Audited Mar-09 Audited Mar-08


Equity 8,618.87 7,781.20 7,599.33 7,479.10

Loan Funds 12,965.70 10,552.98 8,585.59 5,522.35

Total Liabilities 21,584.57 18,334.19 16,184.92 13,001.44

Net Fixed Assets 818.47 871.41 268.83 236.54

Capital Work in Progress 0.00 0.36 3.16 0.72

Investments 3,319.70 1,819.77 1,670.53 1,678.50

Net Current Assets 17,446.39 15,642.65 14,242.40 11,085.69

Total Assets 21,584.57 18,334.19 16,184.92 13,001.44


Sales 7,830.00 5,989.36 3,989.19 3,826.17

Cost of Sales 5,285.00 4,331.07 2,434.21 2,662.61

Gross Margin 2,545.00 1,658.29 1,554.98 1,163.56

Total Income 8,020.00 6,095.17 4,073.95 4,240.97

Total Expenditure 6,770.10 5,684.82 3,830.29 3,510.12

Net Provisions Dr/(Cr) 412.47 228.47 123.43 276.66

EBT 1,249.90 410.34 243.67 730.85

EAT 837.43 181.87 120.23 454.18

Key Data

Prov. Mar-11 Audited Mar-10 Audited Mar-09 Audited Mar-08

Net Worth (Paid up Capital + Reserves) 8,618.87 7,781.20 7,599.33 7,479.10

Loan Funds 12,965.70 10,552.98 8,585.59 5,522.35

Cap Employed (NW + Debt - Investments) 18,264.87 16,514.42 14,514.39 11,322.95

Total Current Assets 37,153.18 31,797.95 27,969.83 20,922.44

Total Current Liabilities 19,706.79 10,530.35 8,492.89 7,144.57


Quick Liquid Assets 15,226.07 16,521.56 23,247.05 18,163.48

Financial Expenses 565.85 741.22 800.96 85.08

Long Term Debt Repayments 5,072.90 1,483.39 435.14 792.41

Depreciation & Amortization 42.00 32.75 35.76 48.35

EBITDA (Operating Cash Flows) 1,667.75 1,078.51 995.62 449.48

EBIT 1,625.75 1,045.76 959.86 401.13

EAT 837.43 181.87 120.23 454.18

Key Ratios

Debt to Net Worth Ratio 1.50 1.36 1.13 0.74

Current Ratio 1.89 3.02 3.29 2.93

Quick Liquid Ratio 0.77 1.57 2.74 2.54

Gross Margin to Sales 32.50% 27.69% 38.98% 30.41%

EAT to Total Income 10.44% 2.98% 2.95% 10.71%

Operating Cash Flows to Sales 21.30% 18.01% 24.96% 11.75%

Return on Cap Emp. (EBIT/Cap Employed) 8.90% 6.33% 6.61% 3.54%

Interest Coverage Ratio (EBIT/Fin Exp) 2.87 1.41 1.20 4.71

Gross Debt Service Coverage Ratio 0.29 0.47 0.78 0.46

Key Observations: Increasing debt, Increasing sales, Gross margins of 32.50% & Net operating margin of 10.44% on

sales.



7

1.3 ABCD Limited - Financial Snapshot - Real Estate Division INR in million

Actual Projected

Period Audited Mar-08 Audited Mar-09 Audited Mar-10 Prov. Mar-11 Mar-12 Mar-13 Mar-14 Mar-15

Key Data

Net Worth 7,479.10 7,599.33 7,781.20 8,618.87 12,174.73 13,865.63 17,326.76 22,579.07

Debt 5,522.35 8,585.59 10,552.98 12,965.70 11,489.96 6,307.04 2,687.47 550.27

Opr.Cap Employed (NW + Debt-Investments)

11,322.95 14,514.39 16,514.42 18,264.87 24,574.39 21,082.37 20,923.93 24,039.05

Financial Expenses 85.08 800.96 741.22 565.85 1,967.53 1,383.60 718.66 270.77

Long Term Debt Repayments 792.41 435.14 1,483.39 5,072.90 3,885.74 5,182.92 3,619.57 2,137.20

Depreciation & Amortizations 48.35 35.76 32.75 42.00 40.00 37.50 35.00 30.00

EBITDA (Oprg C/Flows) -Real Estate 449.48 995.62 1,078.51 1,667.75 5,950.98 4,962.94 6,831.64 8,769.84

EBIT 401.13 959.86 1,045.76 1,625.75 5,910.98 4,925.44 6,796.64 8,739.84

Key Ratios

Debt to Net Worth Ratio

0.74

1.13

1.36

1.50

1.18

0.55

0.18

0.03

Return on Cap Emp (EBIT/Cap Emp) 3.54% 6.61% 6.33% 8.90% 24.05% 23.36% 32.48% 36.36%

Interest Coverage Ratio(EBIT/Fin Exp) 4.71 1.20 1.41 2.87 3.00 3.56 9.46 32.28

DSCR = (EBIT/Fin Exp + Debt Repayments)

0.46 0.78 0.47 0.29 1.01 0.75 1.57 3.63

1.4 ABCD Limited - Estimated Net Worth Chart - Real Estate Division INR in million

Actual Projected

Items Audited Mar-08 Audited Mar-09 Audited Mar-10 Prov. Mar-11 Mar-12 Mar-13 Mar-14 Mar-15

1 Opening Net Worth - - - - 8,619 12,175 13,866 17,327

2 Adjusted Cash Flows - - - - 3,556 1,691 3,461 5,252

3 Closing Net Worth 7,479 7,599 7,781 8,619 12,175 13,866 17,327 22,579

Note: In the above chart an attempt has been made to arrive at an estimated net worth on the basis of available information and is based on cash flow

assumptions. The forecast has been computed on net cash flow projections instead of net income projections over the projected periods. Hence it also includes a

certain portion of sales booked against which there are receivables on March 2011. To that extent the net worth is overstated.



8

2. Group Shareholding Structure

Multiple land owning companies are a result of the land ceiling regulations prevailing in Gurgaon.

ABCD Limited

ABCD Hotels (100%)

ABCD Hospitality

(100%)

xxxxxxxxx (100%)

xxxxxxx (100%)

ABCD XXXXXXXX SEZ

Developers (100 %)

ABCD IT Parks (Faridabad)

(100%)

xxxxxxxxxx xxxxxxxxx 100 %

ABCD Dwellers (100%)

xxxxxxxx (100%)

NH – 8 project companies (All Pvt. Ltd. Cos.):

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

XXXXXXXX Companies: (All Pvt. Ltd. Cos.)

xxxxxxxxxxxxxx

Other Companies :

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxServices P

Ltd

xxxxxxxxxx

Other Group Companies All Pvt. Ltd. Cos.

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

xxxxxxxxxxxxxxx

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

SEZ Companies (All Pvt. Ltd. Cos.)

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx



9

2.1 Share holding of ABCD Limited in Group Subsidiaries as on April 2011 INR in million

No. Name Paid Up Capital

Shareholders List Shares Direct

Holding Indirect Holding

ABCD’s Subsidiaries

1 Xxxxxxxxxxxxxxxxxxxxxxx 505.10 Xxxxxxxxxxxxxxxxxxxxxxx 50,510,000 100% NA

2 Xxxxxxxxxxxxxxxxxxxxxxx 100.00 Xxxxxxxxxxxxxxxxxxxxxxx 100,000 100% NA







9 Xxxxxxxxxxxxxxxxxxxxxxx 0.13 Xxxxxxxxxxxxxxxxxxxxxxx 108,924 82.33% NA

Xxxxxxxxxxxxxxxxxxxxxxx 23,383 17.67% NA

Subsidiaries of ABCD’s Subsidiaries

10 Xxxxxxxxxxxxxxxxxxxxxxx 0.10 Xxxxxxxxxxxxxxxxxxxxxxx 10,000 100% 100%





















31 Xxxxxxxxxxxxxxxxxxxxxxx 120.10 Xxxxxxxxxxxxxxxxxxxxxxx 12,010,000 100% 100%













Xxxxxxxxxxxxxxxxxxxxxxx Xxxxxxxxxxxxxxxxxxxxxxx 5,000 50% 50%











10

3. Real Estate Projects

1 – Completed

a) Commercial:

Project 1, Gurgaon: Spread over 1.7 acres is the flagship project on MG Road i.e. CBD of Gurgaon. Total area

of 0.18 million square feet leased out and sold inter alia to top names like British Gas, Thomas Cook, Ballarpur,

State Bank Of India & ABN AMRO

ABCD Triangle, Gurgaon: Spread over 1.3 acres of land, it is located on MG Road i.e. CBD of Gurgaon. Total

area of 0.14 million square feet which is leased out and sold inter alia to top names like Times of India, Bird

Group XL Capital etc

ABCD Atrium, Gurgaon: Corporate office complex spread over 2.2 acres of land located on the Golf Course

Road i.e. SBD of Gurgaon. Total area of 0.48 million square feet leased out and sold to top names like Sears

Sourcing India, Scholastic, Kotak Mahindra, IL&FS etc

ABCD Towers, Gurgaon: An ‘A’ grade office complex spread over 4.5 acres located on Golf Course Road i.e.

SBD of Gurgaon. Total area of 0.37 million sq.feet leased out and sold to top names like SAP Labs, DE Shaw,

Andrew Telecom etc.

ABCD City Point, Gurgaon: A grade office complex spread over 2.1 acres of land located on MG road i.e. CBD

of Gurgaon. Total area of 0.22 million square feet and is completed.

ABCD Business Park, Gurgaon: An IT Park spread over 6.5 acres of land located on Sohna Road developing

1.36 million square feet of which 0.3 million square feet has been sold. Clients ready to occupy include Xerox,

Etisalat, Lenovo etc.

b) Business Centers

Currently, ABCD operates two business centers in Gurgaon, and one each in Pune and Hyderabad, offering

approx. 1,000 workstations. Customers include HBO, Toshiba, Accenture, Economist, WR Grace. VBC propose

to expand to Mumbai, Bangalore, Chennai, Noida.

c) Hospitality

Hotels & Resorts – Operational projects:

Int Chain, Sohna – Gurgaon Resort & Spa: The Int Chain Resort & Spa is spread over 40 Acres in Sohna (out-

skirts of Gurgaon) and is the first Int Chain property in India. It offers a conference centre and meeting rooms. It

is a 90 minutes drive from the New Delhi International Airport and a 60 minutes drive from Gurgaon.

Int Chain New Delhi – Gurgaon: The Int Chain Gurgaon built on 4.20 acres has 310 rooms and is a five star

hotel property located at the CBD of Gurgaon. It has a strategic location with New Delhi International Airport just

15 minutes drive away. It has commenced operations in Oct 2010.



11

Speciality Restaurants:

• The Fox offers world cuisine and is ABCD’s first fine dining restaurant located in Project 1 building.

• Coriander Leaf offers Indian & Pakistani Cuisine and is located in ABCD Triangle.

• 56 – Ristorante Italiano offers Italian cuisine and is located on the Golf Course Road.

• Jing offers Chinese cuisine and is located on the Golf Course Road.

2 – Projects under Development

a) Integrated Townships

1 - ABCD India Next, Gurgaon: ABCD’s prestigious integrated township project is spread across 850 acres and

plans include group housing, plotting, retail, commercial, recreational activities, schools, hospitals. The 1st phase

of works comprises of 2,500 apartments, 2,000 plots, 4,000 row housing and commercial / retail sites. The

project is spread over the prime sectors of 82, 82A, 83, 85 which enjoy a strategic location on the intersection of

two 8 lane expressways, i.e., the NH8 and the proposed expressway connecting to North West Delhi. The project

is at a walking distance from proposed metro hub and ISBT at the intersection of South Delhi – Gurgaon and

Dwarka metro line. Moreover, it is just 25 kms. away from International Airport.

Group Housing: Gurgaon 21 and Gurgaon Next are group housing projects with 2, 3 and 4 bedroom options.

City Homes, Gurgaon is an affordable housing development of 2-3 bedroom apartments in mid-rise blocks with

facilities including community centre, bus service and convenience stores.

ABCD, Gurgaon is another affordable housing project comprising of 1, 2 & 3 bed room units with sizes ranging

between 737 & 1400 sq.ft. in high rise buildings.

Floors (Mid Market): Independent floors i.e., Emilia, Iris & Primrose. 2 to 3 BHK Floors in plot sizes of 180, 240

and 300 square yards, based on G + 2 structure. Also on the anvil are premium floors under name Aster, Acacia

and Lauris; 3 or 4 BHK on plot sizes of 360, 400 and 500 square yards

Plots: Available in sizes 180, 240, 300, 360, 400, 500 and 1000 square yards. Buyers can build independent

dwelling units with G + 2 structures.

Villas: ABCD is a gated community spread over sectors 82, 82A, 83, 85, available in simplex and duplex options

on plot sizes of 240 and 360 square yards. ABCD will offer community living, security, power backup, 24-hour

water supply and quality facility management.

ABCD ABCD: a commercial project with small offices and shops on 3 acres from 200 to 1,000 square feet.

ABCD Trade Centre, Gurgaon has a total built up area of 1 million square feet spread over four independent

yet integrated towers for commercial use. The facility is located on National Highway 8.

2 - ABCD Infotech City, XXXXXXXX is spread over 800 acres located on eight lane XXXXXXXX Ajmer

Expressway. The township includes a social and shopping recreational centre and a 50 acres large IT park SEZ.

The township includes residential developments, commercial & trade centre, IT SEZ and Hospitality



12

infrastructure.

ABCDs, XXXXXXXX: a premium row-housing development spread over 17.33 acres featuring 432 3 BHK & 4

BHK unit options on a plot area of 360 square yard.

XXXXXXXX 21 group housing features over 1,200 apartments and penthouses, housed within 13 towers.

Spread over a total area of 23.47 acres. Amenities include retail spaces, a community room, a wading pool,

child-care facilities, a swimming pool, a sports club, tennis courts etc.

ABCD ABCD are independent homes with an option of expanding. Each unit has 2 bedrooms and washrooms

with spacious kitchen, living & dining area. Plots are available in sizes of 185 square yards and 157 square

yards.

ABCD, a project spread over 13.7 acres; 508 upscale units built to international standards with premium

amenities.

ABCD Infotech City: Plots. Plotted developments in the sizes of 180, 240, 300, 360, 400, 500 Square .yards.

ABCD ABCD is spread over an area of 3.0 million square feet and integrates 3 concepts into one i.e. street

shopping, malls and office. It is designed as a district centre with various building blocks and 6 distinct shopping

streets.

ABCD Community Mart consists of 70,000 square feet of retail area on 3 floors of retail with shop sizes ranging

from 72 square feet to 6,000 square feet

Hospitality – A five and three star hotel property on the anvil on Ajmer road near the site area.

I.T SEZ – A 53 acre SEZ is being planned to be built adjoining the expressway

3 – ABCD City Central, XXXXXXXX spread over 170 acres is a township coming up in sector 23 of XXXXXXXX.

The township offers a mix of group housing, plots, bungalows, commercial spaces, retail spaces and a 3.4 acres

club house

Plots: Plotted developments available in various size options of 150, 180, 240, 300, 360 square yards

Retail: Spread over 6.15 acres tenant mix in retail development, will include Hyper Market, Super Stores, Large

Shops, Medium Size Shops, Small Shops, Food Court, Multiplex and Entertainment Zone.

Group & Row Housing

Floors: Emilia Floors offer 2 Bedroom units on Ground, 1st and 2

nd Floors, G+2 structure on 180 square yards.

ABCD are independent homes with an option of expanding by building more area. Plots are available in sizes of

110 square yards and 128 square yards.



13

b) Hospitality

Int Chain XXXXXXXX: Proposed five star hotel spread over 11.44 acres of land. A 285 room property is being

planned to be set up in ABCD Infotech City located on XXXXXXXX – Ajmer Expressway

c) Commercial Projects

ABCD Professional Point: Located on the intersection of the 200 feet wide Golf Course Sector Road and

Gurgaon Sohna highway, is connected to public transport system via proposed metro station located next to the

project. It is spread over 2.1 acres with an area of 0.37 million square feet.

ABCD Projects, Faridabad: An IT park located on Mathura Road, Faridabad, designed by a Singapore based

Architectural firm. It is spread over 8.5 acres with an area of 2.0 million square feet. The project is expected to be

completed by 2012.

Commercial /Retail: ABCD City Market, Gurgaon: Located in ABCD City, Gurgaon at the intersection of Golf

Course Road and Sohna Road, it consists of shops ranging from area 200 to 11,000 square feet forming a mix of

white goods, super markets, ATM, gift shops, florists, beauty salons, bakeries, stationary shops, chemists,

banks, nursing homes, cafes, and professional offices.

d) Residential Projects

ABCD City, Gurgaon: A group housing project spread over 37 acres of land located on Golf Course Extension

Road, Gurgaon, it comprises of towers and 3 million sq. ft of saleable area and 1400 apartments. The complex

has community facilities such as club, crèche and convenience shopping.

Sovereign Apartments, Gurgaon: A limited edition range of centrally air conditioned apartments located in

ABCD City. It includes 104 units and features swimming pool, baXYZnton court, tennis court and open- air

amphitheatre.



14

4 - Project Under Development - A Snapshot as on December 31st, 2010

Project ABCD'Ownership

Development Potential - In Acres Start End

Area in Sq. Ft.

Total Area

Collab Area

ABCD's Share

Total Collab Area

ABCD's Share

Sold Unsold Sold %

age

A ABCD PROJECT- GURGAON 99.83% 543.12 0.92 542.20 15,421,882 82,072 15,339,811 7,017,623 8,322,188 45.75

ABCD- (Group Housing) 100% 19.13 0.00 19.13 Mar-10 Mar-14 1,677,852 0 1,677,852 1,340,000 337,852 79.86

ABCD- (Group Housing) 100% 7.67 0.00 7.67 Jun-10 Mar-13 623,880 0 623,880 548,281 75,599 87.88

ABCD - (Group Housing) 100% 12.91 0.00 12.91 Sep-10 Mar-13 1,134,732 0 1,134,732 419,831 714,901 37.00

ABCD - (Group Housing) 100% 11.91 0.00 11.91 Mar-15 1,040,000 0 1,040,000 265,700 774,300 25.55

GH 1 (Unlicensed) - (Group Housing) 100% 7.00 0.00 7.00 Mar-15 613,785 0 613,785 0 613,785 0.00

GH 2 (Unlicensed) - (Group Housing) 100% 11.28 0.00 11.28 Mar-15 1,045,619 0 1,045,619 0 1,045,619 0.00

ABCD - (Floors) 100% 32.00 0.00 32.00 Jan-11 Mar-13 604,488 0 604,488 451,065 153,423 74.62

Floors, Gurgaon - (Floors) 100% 138.00 0.00 138.00 Aug-09 Aug-14 4,619,669 0 4,619,669 2,826,374 1,793,295 61.18

ABCD - (Floors) 100% 28.00 0.00 28.00 Mar-11 Sep-13 609,751 0 609,751 185,955 423,796 30.50

Plots - (Residential) 100% 242.00 0.00 242.00 Dec-10 Mar-13 620,778 0 620,778 538,779 82,000 86.79

Sub-Total - (Residential) 510 0 510 12,590,554 0 12,590,554 6,575,985 6,014,570 52.23

ABCD - (Commercial) 100% 10.78 0.00 10.78 Jan-11 Mar-13 877,600 0 877,600 406,250 471,350 46.29

ABCD Town Square - (Commercial) # 69% 2.96 0.92 2.04 Jan-11 Mar-13 264,747 82,072 182,675 35,388 147,287 19.37

ABCD 2 - (Commercial) 100% 10.48 0.00 10.48 Mar-15 900,000 0 900,000 0 900,000 0.00

Township Commercial - (Commercial) 100% 9.00 0.00 9.00 Jun-11 Jun 2014 788,981 0 788,981 0 788,981 0.00

Sub-Total - (Commercial) 33 1 32 2,831,328 82,072 2,749,256 441,638 2,307,618 16.06

B ABCD CITY - GURGAON - (Residential) 100%

37.44 0.00 37.44 May-

04 Aug 2011

2,937,426 0 2,937,426 2,733,150 204,276 93.05

C INFOTECH CITY – XXXXXXXX 100% 598.20 0.00 598.20 6,333,091 0 6,333,091 1,592,774 4,740,317 25.15

ABCD - (Housing) 100% 17.33 0.00 17.33 Nov-06 Sep-11 923,560 0 923,560 467,081 456,479 50.57

XXXXXXXX-21 - (Housing) 100% 9.00 0.00 9.00 Jun-08 Jun-11 728,534 0 728,534 273,985 454,549 37.61

ABCD - (Housing) 100% 10.00 0.00 10.00 Mar-15 0 0

ABCD - (Housing) 100% 6.87 0.00 6.87 Oct-07 Sep-11 657,372 0 657,372 27,949 629,423 4.25

XXXXXXXX Plots - (Plots) 100% 475.00 0.00 475.00

May-06

Dec-11 1,165,000 0 1,165,000 816,166 348,834 70.06

ABCD ABCD - (Commercial) 100% 30.00 0.00 30.00 Mar-15 2,858,625 0 2,858,625 7,593 2,851,032 0.27

XXXXXXXX SEZ* - (Commercial) 100% 50.00 0.00 50.00 Mar-15 0 0

D XXXXXXXX 100% 152.00 0.00 152.00 703,469 0 703,469 169,800 533,669 24.14

XXXXXXXX Plots - (Plots) 100% 148.00 0.00 148.00 Dec-09 Aug-11 365,323 0 365,323 169,800 195,523 46.48

XXXXXXXX Commercial - (Commercial) 100% 4.00 0.00 4.00 Mar-15 338,146 0 338,146 0 338,146 0.00

E FARIDABAD 100% 8.88 0.00 8.88 1,182,600 0 1,182,600 195,781 986,819 16.56

ABCD Projects - (Commercial) 100% 8.88 0.00 8.88 Nov-07 Dec-11 1,182,600 0 1,182,600 195,781 986,819 16.56

F GRAND TOTAL - (A+B+C+D+E) 1,339.64 0.92 1,338.72 26,578,468 82,072 26,496,397 11,709,128 14,787,269

# Collaboration agreement has been entered with a Dr ABCD; under terms of the agreement 31% of the saleable area would be given. *Unsold includes projects under development and projects yet to start i.e. unbuilt.



15

• ABCD’s geographical focus is on developments in Gurgaon as above. On its existing land bank of approx. 1340

acres, the development potential is approx. 26.58 million square feet of which it has sold approx. 11.71 mn. sq.

feet, thereby leaving a further sale potential of approx 14.78 mn sq feet. The mix of geographical exposure and

that by commercial & residential on the unsold portion of 14.78 million sq. ft. is as follows:

4.1 Exposure Geography & Product Type

Sr. No. Segments Projected Cash Flows

(In Mill INR) Product Exposure %

age Geographical Exposure

% age

1 Gurgaon – Commercial 7,468 15% 73%

Gurgaon - Residential 29,340 58%

2 XXXXXXXX – Commercial 4,514 9% 17%

XXXXXXXX – Residential 4,105 8%

3 XXXXXXXX – Commercial 750 1% 4%

XXXXXXXX – Residential 1,165 2%

4 Faridabad – Commercial 2,842 6% 6%

Total 50,184 100% 100%

Observations:

• ABCD has a large exposure ie 73% of cash flow potential on its projects being developed in Gurgaon

• ABCD has an exposure of approximately 31% of cash flow potential on its commercial projects whereas the rest

is residential.



16

5. Project Analysis – Revenue, Cost & Budget margin Dec 31st, 2010

Project Dev.

Potential in sq ft

Sales Analysis Cost Analysis Gross Margin (a – b)

Future Cash Flows

(c-d)

Projected Sales

(a)

Received on Sold

Units

Receivable on Sold &

Unsold Units (c)

Rate Realized ( Jan – Apr 11 )

Future Sale Rate (Rs Sq Ft)

Unsold

Projected Cost

(b)

Actual Cost

Incurred

Cost - To Incur

(d)

Projected Cost Per

Sq Ft

A ABCD PROJECT 15,421,882 82,900 13,260 69,640 - - 51,368 18,417 32,951 - 31,532 36,689

ABCD- (Gr Hsg) 1,677,852 5,750 1,590 4,160 0 4,500 3,974 1,170 2,804 2,368 1,777 1,357

ABCD- (Gr Hsg) 623,880 1,800 730 1,070 4,030 4,500 1,410 180 1,230 2,260 390 -160

ABCD - (Gr Hsg) 1,134,732 5,087 320 4,767 4,000 4,500 2,442 280 2,162 2,152 2,645 2,605

ABCD - (Gr Hsg) 1,040,000 4,604 110 4,494 4,020 4,500 2,381 400 1,981 2,290 2,223 2,513

GH 1 (Unlicensed) - (Gr Hsg) 613,785 3,069 0 3,069 0 5,000 1,413 120 1,293 2,303 1,656 1,776

GH 2 (Unlicensed) - (Gr Hsg) 1,045,619 5,228 0 5,228 0 5,000 2,100 250 1,850 2,008 3,128 3,378

ABCD -(Floors) 604,488 3,104 620 2,484 0 5,500 2,034 560 1,474 3,365 1,070 1,010

Floors, Gurgaon - (Floors) 4,619,669 17,933 2,340 15,593 4,500 5,500 10,722 2,680 8,042 2,321 7,211 7,551

ABCD - (Floors) 609,751 6,156 120 6,036 0 12,000 2,908 490 2,418 4,769 3,247 3,617

Sub-Total - ( Residential ) 65,101 11,030 54,071 38,341 13,490 24,851 26,760 29,220 65,101

Plots - (Residential) 620,778 12,370 5,200 7,170 42,000 50,000 8,958 7,360 1,598 14,430 3,412 5,572

ABCD- (Commercial) 877,600 5,909 2,220 3,689 0 7,000 4,205 2,410 1,795 4,792 1,704 1,894

ABCD Town Square -(Com) 264,747 1,194 10 1,184 6,200 6,584 1,141 210 931 4,310 53 253

ABCD 2- (Commercial) 900,000 6,750 0 6,750 5,300 7,500 5,111 2,190 2,921 5,678 1,640 3,830

Township - (Commercial) 788,981 3,945 0 3,945 0 5,000 2,570 117 2,453 3,257 1,375 1,492

Sub-Total - (Commercial) 17,798 2,230 15,568 13,027 4,927 8,100 4,771 7,468 17,798

B ABCD CITY–GGN Housing 2,937,426 8,920 7,100 1,820 6,718 6,707 6,100 4,400 1,700 2,077 2,820 120

C INFOTECH CITY – XXXXXXXX 6,333,091 23,020 3,820 19,200 - NA 14,450 3,870 10,580 NA 8,569 8,619

ABCD - (Housing) 923,560 1,830 740 1,090 2,200 1,972 1,413 810 603 1,530 417 487

XXXXXXXX-21 - (Housing) 728,534 1,620 190 1,430 2,300 2,200 1,180 280 900 1,619 440 530

ABCD - (Housing) 300 10 290 2,500 2,200 222 40 182 0 78 108

Central Park Apt - (Housing) 657,372 1,385 0 1,385 0 2,200 1,048 200 848 1,595 337 537

XXXXXXXX Plots - (Plots) 1,165,000 6,461 2,870 3,591 6,200 8,000 3,398 2,250 1,148 2,917 3,063 2,443

ABCD ABCD-(Com) 2,858,625 11,424 10 11,414 0 4,000 7,190 290 6,900 2,515 4,234 4,514

D XXXXXXXX 703,469.20 4,040.00 330.00 3,710.00 - NA 2,165.60 370.00 1,795.60 NA 1,874.40 1,914.40

XXXXXXXX Plots - (Plots) 365,323 2,470 330 2,140 9,000 6,393 1,216 240 976 3,327 1,255 1,165

XXXXXXXX Commercial-

(Com) 338,146 1,570 0 1,570 0 4,643 950 130 820 2,810 620 750

E FARIDABAD 1,182,600.00 6,720.91 690.00 6,030.91 NA 3,789.05 600.00 3,189.05 NA 2,931.87 2,841.87

ABCD Projects-(Com) 1,182,600 6,721 690 6,031 4’500 6,000 3,789 600 3,189 3,204 2,932 2,842

F TOTAL = ( A+B+C+D+E ) 26,578,468 125,600 25,200 100,400 - - 77,873 27,657 50,216 - 47,727 50,184



17

Observations:

• Gross margin from projects under development has been computed as the net of projected sales and projected

costs. Across its 5 projects ABCD has projected its gross margins from its ongoing developments as follows:

1. ABCD Project– Gurgaon 38.04%

2. ABCD City – Gurgaon 31.61%

3. Infotech City – XXXXXXXX 37.23%

4. XXXXXXXX – 46.40%

5. ABCD Projects – Faridabad 43.62%

• Project profitability ie gross margins have been computed as net of projected sales and projected costs

• Estimated project wise cash flows from ABCD’s project pipeline are approx. 50,184 million INR net of

development costs.

• Cash flows have been computed as the net of sales receivables (collections) and costs yet to be incurred.

• The statement has been computed for on January1, 2011 since the 31st March data was not made available to

us.

• Sales rate and cost assumptions have been provided by the management



18

6. Group Cash Flow Projections – Base Case

Cash Flow Projections - Real Estate INR in millions

Particulars Apr10-Dec10 Projections

Jan 11-Mar11

2011-12 2012-13 2013-14 2014-15 Total

Real Estate Operations 6,478 3,030 16,643 22,466 25,058 33,207 100,404

Project(Net of Collaboration) 5,078 2,340 12,095 17,295 22,465 14,143 68,338

XXXXXXXX Infotech City 60 50 2,158 2,652 1,240 13,099 19,200

ABCD City, Sohna Road 710 200 545 1,073 0 0 1,819

XXXXXXXX 215 160 954 1,268 1,000 328 3,710

Projects – Sale 250 100 0 0 0 0 100

Projects – Rentals 0 0 0 59 234 5,638 5,930

Business Park - Rentals/Sale 165 180 890 119 119 0 1,307

Construction / Development Expenses (6,525) (2,224) (6,818) (9,719) (12,117) (19,342) (50,220)

India Next (5,345) (1,584) (4,990) (7,690) (10,987) (7,649) (32,900)

XXXXXXXX Infotech City (390) (120) (1,077) (1,220) (736) (7,428) (10,580)

ABCD City, Sohna Road (400) (130) (189) (189) 0 (1,193) (1,700)

XXXXXXXX (120) (290) (268) (355) (394) (493) (1,800)

Projects, Faridabad (150) (80) (265) (265) 0 (2,580) (3,190)

Business Park, Gurgaon (120) (20) (30) 0 0 0 (50)

Operating Cash Flows (47) 806 9,825 12,747 12,940 13,865 50,184

Other Adjustments (1,044) (399) (2,398) (2,601) (2,489) (2,958) (10,846)

Interest Payable on Debt (424) (141) (984) (692) (359) (135) (2,312)

Personnel Exp @ 1.50% of Sales (68) (45) (250) (337) (376) (498) (1,506)

Opg & Other Exp @ 7% of Sales (552) (212) (1,165) (1,573) (1,754) (2,325) (7,028)

Balance Cash Flows (1,091) 407 7,427 10,146 10,451 10,907 39,338

Debt Commitments 3,013 1,004 (1,476) (5,183) (3,620) (2,137) (11,411)

Repayments of Debt - Real Estate (3,805) (1,268) (3,886) (5,183) (3,620) (2,137) (16,094)

Inflow of Debt - Real Estate 6,818 2,273 2,410 0 0 0 4,683

Net Cash Inflows - Real Estate 1,922 1,411 5,951 4,963 6,832 8,770 27,927

Cash Flow Projections - Hospitality INR in millions Particulars

Apr10-Dec10 Projections

Jan 11-Mar11

2011-12 2012-13 2013-14 2014-15 Total

Income* 747 354 2,168 2,285 2,650 3,630 11,087

Facility Management 221 74 356 420 500 600 1,950

Business Centre 136 45 252 320 400 500 1,517

Restaurants 54 18 90 105 140 180 533

Int Chain Resort 179 60 270 290 310 350 1,280

Int Chain Gurgaon* 157 157 1,200 1,150 1,300 2,000 5,807

Expenses (567) (189) (1,371) (1,368) (1,550) (2,071) (6,547)

Facility Management (114) (38) (185) (238) (275) (328) (1,063)

Business Centre (92) (31) (170) (176) (220) (262) (859)

Restaurants (50) (17) (81) (84) (108) (136) (426)

Int Chain Resort (144) (48) (215) (203) (208) (232) (906)

Int Chain Gurgaon (167) (56) (720) (667) (739) (1,114) (3,295)

Operating Cash Flows 181 165 797 918 1,101 1,560 4,539

Other Outflows (163) (54) (520) (680) (680) (670) (2,604)

Interest Payable on Debt (163) (54) (400) (440) (440) (400) (1,734)

Repayments of Debt 0 0 (120) (240) (240) (270) (870)

Net Cash Inflow - Hospitalty 18 111 277 238 421 890 1,935

Projected Group Cash Flows 1,940 1,522 6,228 5,200 7,252 9,659 29,862

Real Estate Cash Flows %age 99% 93% 96% 95% 94% 91% 94%

Hospitality Cash Flows %age 1% 7% 4% 5% 6% 9% 6%

* FY 2010-11 given by the management bifurcated ; Int Chain Gurgaon started operations from 1st Oct 2010



19

Derived from the annual cash forecast is a quarterly base case cash forecast as below :

Quarterly Cash Flow Projections – Real Estate ……. INR in millions

Particulars Jan 11-Mar 11

Year 2011 – 2012 Year 2012 – 2013

Q 1 Q2 Q3 Q4 Q1 Q2 Q3 Q4

Real Estate Operations 3,030 4,162 4,162 4,159 4,159 5,617 5,617 5,617 5,615

India Next 2,340 3,024 3,024 3,024 3,023 4,324 4,324 4,324 4,323

XXXXXXXX Infotech City 50 540 540 539 539 663 663 663 663

ABCD City, Sohna Road 200 136 136 136 137 268 268 268 269

XXXXXXXX 160 239 239 238 238 317 317 317 317

Projects – Sale 100 0 0 0 0 0 0 0 0

Projects – Rentals 0 0 0 0 0 15 15 15 14

Business Park - Rentals/Sale 180 223 223 222 222 30 30 30 29

Construction/Development Expenses (2,224) (1,704) (1,704) (1,704) (1,706) (2,430) (2,430) (2,429) (2,430)

India Next (1,584) (1,248) (1,248) (1,247) (1,247) (1,923) (1,923) (1,922) (1,922)

XXXXXXXX Infotech City (120) (269) (269) (269) (269) (305) (305) (305) (305)

ABCD City, Sohna Road (130) (47) (47) (47) (48) (47) (47) (47) (48)

XXXXXXXX (290) (67) (67) (67) (67) (89) (89) (89) (88)

Projects, Faridabad (80) (66) (66) (66) (67) (66) (66) (66) (67)

Business Park, Gurgaon (20) (7) (7) (8) (8) 0 0 0 0

Operating Cash Flows 806 2,458 2,458 2,455 2,453 3,187 3,187 3,188 3,185

Other Adjustments (399) (600) (600) (600) (600) (650) (650) (650) (650)

Interest Payable on Debt- Real Estate Ops (141) (246) (246) (246) (246) (173) (173) (173) (173)

Personnel Exp @ 1.50% of Sales (45) (62) (62) (62) (62) (84) (84) (84) (84)

Opg & Other Exp @ 7% of Sales (212) (291) (291) (291) (291) (393) (393) (393) (393)

Balance Cash Flows 407 1,858 1,858 1,855 1,853 2,537 2,537 2,538 2,535

Debt Commitments 1,004 (370) (370) (368) (368) (1,296) (1,296) (1,296) (1,295)

Repayments of Debt (1,268) (972) (972) (971) (971) (1,296) (1,296) (1,296) (1,295)

Inflow of Debt 2,273 602 602 603 603 0 0 0 0

Net Cash Inflows - Real Estate 1,411 1,488 1,488 1,487 1,485 1,241 1,241 1,242 1,240

……..Quarterly Cash Flow Projections – Real Estate INR in millions

Particulars Year 2013-2014 Year 2014- 2015

Total Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4

Real Estate Operations 6,265 6,265 6,264 6,264 8,303 8,303 8,302 8,300 100,404

India Next 5,616 5,616 5,616 5,617 3,536 3,536 3,536 3,535 68,338

XXXXXXXX Infotech City 310 310 310 310 3,275 3,275 3,275 3,274 19,199

ABCD City, Sohna Road 0 0 0 0 0 0 0 0 1,818

XXXXXXXX 250 250 250 250 82 82 82 82 3,710

Projects – Sale 0 0 0 0 0 0 0 0 100

Projects – Rentals 59 59 58 58 1,410 1,410 1,409 1,409 5,931

Business Park - Rentals/Sale 30 30 30 29 0 0 0 0 1,308

Construction/Development Expenses (3,030) (3,030) (3,029) (3,028) (4,835) (4,835) (4,835) (4,837) (50,220)

India Next (2,747) (2,747) (2,747) (2,746) (1,912) (1,912) (1,912) (1,913) (32,900)

XXXXXXXX Infotech City (184) (184) (184) (184) (1,857) (1,857) (1,857) (1,857) (10,580)

ABCD City, Sohna Road 0 0 0 0 (298) (298) (298) (298) (1,700)

XXXXXXXX (99) (99) (98) (98) (123) (123) (123) (124) (1,800)

Projects, Faridabad 0 0 0 0 (645) (645) (645) (645) (3,190)

Business Park, Gurgaon 0 0 0 0 0 0 0 0 (50)

Operating Cash Flows 3,235 3,235 3,235 3,236 3,468 3,468 3,467 3,463 50,184

Other Adjustments (622) (623) (622) (622) (740) (740) (740) (738) (10,846)

Interest Payable on Debt- Real Estate Ops (89) (90) (90) (90) (34) (34) (34) (33) (2,312)

Personnel Exp @ 1.50% of Sales (94) (94) (94) (94) (125) (125) (125) (124) (1,506)

Opg & Other Exp @ 7% of Sales (439) (439) (438) (438) (581) (581) (581) (581) (7,028)

Balance Cash Flows 2,613 2,612 2,613 2,614 2,728 2,728 2,727 2,724 39,338

Debt Commitments (905) (905) (905) (905) (534) (534) (534) (535) (11,411)

Repayments of Debt (905) (905) (905) (905) (534) (534) (534) (535) (16,094)

Inflow of Debt 0 0 0 0 0 0 0 0 4,683

Net Cash Inflows - Real Estate 1,708 1,707 1,708 1,709 2,194 2,194 2,193 2,189 27,927



20

Quarterly Cash Flow Projections - Hospitality ……. INR in millions

Particulars Jan-

Mar11 Apr-

Jun11 Jul-

Sep11 Oct-

Dec11 Jan-

Mar12 Apr-

Jun12 Jul-

Sep12 Oct-

Dec12 Jan-

Mar13

Income 354 542 542 542 542 573 572 570 570

Facility Management 74 89 89 89 89 105 105 105 105

Business Centre 45 63 63 63 63 80 80 80 80

Restaurants 18 23 23 22 22 27 26 26 26

Int Chain Resort 60 67 67 68 68 73 73 72 72

Int Chain Gurgaon 157 300 300 300 300 288 288 287 287

Expenses (189) (343) (343) (342) (341) (342) (343) (342) (341)

Facility Management (38) (46) (46) (46) (46) (60) (60) (59) (59)

Business Centre (31) (43) (43) (42) (42) (44) (44) (44) (44)

Restaurants (17) (20) (20) (20) (20) (21) (21) (21) (21)

Int Chain Resort (48) (54) (54) (54) (53) (50) (51) (51) (51)

Int Chain Gurgaon (56) (180) (180) (180) (180) (167) (167) (167) (166)

Operating Cash Flows 165 199 199 200 201 231 229 228 229

Other Outflows (54) (130) (130) (130) (130) (170) (170) (170) (170)

Interest Payable on Debt (54) (100) (100) (100) (100) (110) (110) (110) (110)

Repayments of Debt 0 (30) (30) (30) (30) (60) (60) (60) (60)

Net Cash Inflow - Hospitality 111 69 69 70 71 61 59 58 59

…..Quarterly Cash Flow Projections - Hospitality INR in millions

Particulars Apr-

Jun13 Jul-

Sep13 Oct-

Dec13 Jan-

Mar14 Apr-

Jun14 Jul-

Sep14 Oct-

Dec14 Jan-

Mar15 Total

Income 663 663 662 662 908 908 907 907 11,087

Facility Management 125 125 125 125 150 150 150 150 1,950

Business Centre 100 100 100 100 125 125 125 125 1,517

Restaurants 35 35 35 35 45 45 45 45 533

Int Chain Resort 78 78 77 77 88 88 87 87 1,280

Int Chain Gurgaon 325 325 325 325 500 500 500 500 5,807

Expenses (387) (388) (387) (387) (519) (519) (517) (517) (6,547)

Facility Management (68) (69) (69) (69) (82) (82) (82) (82) (1,063)

Business Centre (55) (55) (55) (55) (66) (66) (65) (65) (859)

Restaurants (27) (27) (27) (27) (34) (34) (34) (34) (425)

Int Chain Resort (52) (52) (52) (52) (58) (58) (58) (58) (906)

Int Chain Gurgaon (185) (185) (184) (184) (279) (279) (278) (278) (3,295)

Operating Cash Flows 276 275 275 275 389 389 390 390 4,539

Other Outflows (170) (170) (170) (170) (167) (167) (168) (168) (2,604)

Interest Payable on Debt (110) (110) (110) (110) (100) (100) (100) (100) (1,734)

Repayments of Debt (60) (60) (60) (60) (67) (67) (68) (68) (870)

Net Cash Inflow – Hospitality 106 105 105 105 222 222 222 222 1,935

Notes and Analysis:

• The projections are based on data provided by the management. They do not include the effect of cash flows from

working capital changes which may impact the projections given above positively or negatively dependent upon how

efficiently the Company manages its working capital cycle



21

• The total debt service cost (interest) for the year 2011-2012 is approx 2,508 million INR (real estate division). This

includes debt servicing of approx 15,376 million INR of debt and approx 5,000 million INR of customer advances.

• The management has assumed sales and collections of INR 16,643 million in 2011-12 as compared with INR 9,508

in FY 2010 – 2011 an increase of approx 75 % in FY 2011-2012 compared with FY 2010-2011; this in our view is

aggressive & ambitious. It was however communicated to us that in April 2011 collections have been close to Rs

1,200 million. We have not verified this statement

• The management has assumed an ambitious target of sale/bookings of 8.61 million sq. ft. over the next 4 years in

Gurgaon comprising of commercial & residential projects. This would average to an off take of 2.15 million sq ft per

annum on a simple average basis during the next 4 years

• Cash Flows from hospitality operations have been separately shown since hospitality is a separate division. The

financial terms with the Starwood group (owners of Int Chain brand) for providing the knowhow, technology & and

technical services fee is not factored in the cash flows given above. We were not in a position to gather the amounts

to be paid to Int Chain over the projected periods; therefore an adjustment to the cash flows projected is required.

However, a preliminary review indicates that the payout should be in the range of 5 to 9 percent of gross operating

margins of the project.

• The projected sales revenues from real estate operations are based on income and expenditure estimated for

ongoing projects. As per management the basis of the projections are milestones given by the construction and sales

departments which are then converted in to saleable units or space and the estimated current market rates applied to

them to arrive at the projected sales and collections. The milestone data on project units and their phased respective

collections has not been shared with us on confidentiality issues.

• The interest charged does not tally with the debt repayment schedule. As explained to us by the management this is

due to the fact that a part of the interest cost (50%) is capitalized to the cost of project and the balance 50% of the

interest payable is charged off in the Profi & Loss account. This is a common practice amongst real estate

developers

• It is a management policy to consider 100% of the assured returns payable on customer advances as part of the cost

of development instead of finance costs. Therefore, the assured returns paid / payable are included in the value of

inventory. The total component of assured returns included in a project cost could not be determined because of

complexity

• Since the company has large projects under development it needs large cash inflow injections to fund its operations.

It is assumed that a further debt infusion of Rs. 2,410 mn. will take place in 2011 – 2012. This amount is already

sanctioned by the banks.

• Based on the cash flow projections the group has a potential to realize approx. Rs 29,892 million cash before tax in

the next 4 to 5 years from its existing portfolio of projects. This is after servicing its operations, its debt obligations i.e.

principal loan repayments, interest on loans and commitments under the assured returns schemes. The speed,

quantum & certainty of realization of cash will however depend upon prevailing market conditions & the group’s

execution capability.

• Further the management has assumed an off take of approximately 14 million square feet in the forthcoming four

years; which is ambitious in our view. It entails sale of approx 8.53 million sq ft in Gurgaon (Commercial, Residential)



22

and approx 6.26 million in XXXXXXXX, XXXXXXXX and Faridabad.

• There are inherent risks involved in realization of future cash flows presented above and therefore represent XYZ’s

risk exposure on the proposed loan to ABCD group. Development Risks include risks associated with the property

development i.e. increased development cost, poor off take of sales, lower than budgeted per unit realization or a

poor design. These may result in delayed or lower recoveries, a higher construction cost than budgeted and site

location risks. ABCD’s projects under development cater to commercial and residential segments with a large

exposure on Gurgaon. It has been assumed that the prevalent buoyant market conditions will prevail.

• Regulatory Risks include delays in the regulatory approvals required to launch and develop the project.

• Financial Risks arising from rising interest rates. Interest Rate Risk is associated with fluctuations in inherent

interest in construction loans. Since ABCD is leveraged to the tune of approx INR 1300 million, every 1% increase in

bank lending rate would result in an additional INR 13 million interest outgo. Financial risks also include existence of

off balance-sheet loans and liabilities or contingent liabilities that have not been disclosed. It also includes Customer

default risks.



23

7. Sensitivity Analysis Sensitivities have been computed on sales, construction cost increases and realization delays. In applying sensitivities it has been assumed that both the divisions. i.e., real estate and hospitality will be affected.

7.1 Scenario -1: Input Cost Increase


Particulars Apr10-Dec10

Projections

Jan 11-Mar11

2011-12 2012-13 2013-14 2014-15 Total


Construction/Development Expenses (6,525) (2,535) (7,772) (11,079) (13,814) (22,050) (57,251)



Balance Cash Flows (1,091) 96 6,472 8,785 8,755 8,199 32,307


Net Cash Inflows - Real Estate 1,922 1,100 4,996 3,602 5,135 6,062 20,896

Cash Flow Projections - Hospitality INR in millions


Projections

Jan 11-Mar11

2011-12 2012-13 2013-14 2014-15 Total

Income* 747 354 2,168 2,285 2,650 3,630 11,087

Expenses (567) (215) (1,563) (1,559) (1,766) (2,360) (7,464)

Operating Cash Flows 181 138 605 726 884 1,270 3,623

Other Outflows (163) (54) (520) (680) (680) (670) (2,604)

Net Cash Inflow – Hospitalty 18 84 85 46 204 600 1,018

Net Adjusted Group Cash Flows 1,940 1,184 5,082 3,648 5,339 6,662 21,914

Base Case Cash Flows 1,940 1,522 6,228 5,200 7,252 9,659 29,862

Change Due to Sensitivity – 1 0 (338) (1,146) (1,552) (1,913) (2,998) (7,947)

% Change Due to Sensitivity – 1 0% -22% -18% -30% -26% -31% -27%

Normally project cost comprises of cost of land, material cost, direct staff, allocable aXYZnistrative costs and capitalized finance cost. Once acquired or aggregated over the period of time, land cost remains constant and is non-variable; while other costs constitute variable costs. Generally land cost constitutes 30% of the project cost and hence in computing sensitivities for rising costs these are constant. For the balance we have applied a 20% increase in input costs ie on 70% of the project cost or 14% on total cost.



24

7.2 Scenario – 2 : Selling Units Drop by 20% in Real Estate


Particulars Apr 10-Dec10

Projections

Jan 11-Mar11

2011-12 2012-13 2013-14 2014-15 2015-16 or

later Total

Real Estate Operations 6,478 2,424 13,314 17,973 20,046 26,566 20,081 100,404

Construction/Development Expenses (6,525) (2,224) (6,818) (9,719) (12,117) (19,342) 0 (50,220)

Operating Cash Flows (47) 200 6,497 8,254 7,929 7,224 20,081 50,184

Other Adjustments (1,044) (399) (2,398) (2,601) (2,489) (2,958) 0 (10,846)

Balance Cash Flows (1,091) (199) 4,098 5,653 5,440 4,266 20,081 39,338

Debt Commitments 3,013 1,004 (1,476) (5,183) (3,620) (2,137) 0 (11,411)

Net Cash Inflows - Real Estate 1,922 805 2,622 470 1,820 2,128 20,081 27,927

Cash Flow Projections - Hospitality (No Delays assumed) INR in millions


Projections

Jan 11-Mar11

2011-12 2012-13 2013-14 2014-15 2015-16 Total

Income* 747 354 2,168 2,285 2,650 3,630 NA 11,087

Expenses (567) (189) (1,371) (1,368) (1,550) (2,071) NA (6,547)

Operating Cash Flows 181 165 797 918 1,101 1,560 NA 4,539

Other Outflows (163) (54) (520) (680) (680) (670) NA (2,604)

Net Cash Inflow – Hospitalty 18 111 277 238 421 890 NA 1,935

Net Adjusted Group Cash Flows 1,940 916 2,899 707 2,241 3,018 20,081 29,862

Base Cash Flows 1,940 1,522 6,228 5,200 7,252 9,659 0 29,862

Change Due to Sensitivity Scenario - 2 0 (606) (3,329) (4,493) (5,012) (6,641) 20,081 0

% Change Due to Sensitivity Scenario - 2 0% -40% -53% -86% -69% -69% NA 0%

7.3 Scenario -3 : Selling Values Drops by 20%



Projections

Jan 11-Mar11

2011-12 2012-13 2013-14 2014-15 Total


Construction/Development Expenses (6,525) (2,224) (6,818) (9,719) (12,117) (19,342) (50,220)



Balance Cash Flows (1,091) (199) 4,098 5,653 5,440 4,266 19,257


Net Cash Inflows - Real Estate 1,922 805 2,622 470 1,820 2,128 7,846



25

Cash Flow Projections - Hospitality INR in millions


Projections

Jan 11-Mar11

2011-12 2012-13 2013-14 2014-15 Total

Income* 747 283 1,734 1,828 2,120 2,904 8,869

Expenses (567) (189) (1,371) (1,368) (1,550) (2,071) (6,547)

Operating Cash Flows 181 94 363 461 571 834 2,322

Other Outflows (163) (54) (520) (680) (680) (670) (2,604)

Net Cash Inflow – Hospitalty 18 40 (157) (220) (110) 164 (282)

Net Adjusted Group Cash Flows 1,940 845 2,466 250 1,711 2,292 7,564

Base Case Cash Flows 1,940 1,522 6,228 5,200 7,252 9,659 29,862

Change Due to Sensitivity Scenario – 3 0 (677) (3,762) (4,950) (5,542) (7,367) (22,298)

% Change Due to Sensitivity Scenario – 3 0% -44% -60% -95% -76% -76% -75%

7.4 Scenario – 4 : Realizations’ Delayed by Six Months in Real Estate



Projections

Jan 11-Mar11

2011-12 2012-13 2013-14 2014-15 2015-16 Total

Real Estate Operations 6,478 1,212 7,869 15,644 19,009 23,306 13,283 80,323

Construction/Development Expenses (6,525) (2,224) (6,818) (9,719) (12,117) (19,342) 0 (50,220)

Operating Cash Flows (47) (1,012) 1,051 5,925 6,892 3,964 13,283 30,103

Other Adjustments (1,044) (399) (2,398) (2,601) (2,489) (2,958) 0 (10,846)

Balance Cash Flows (1,091) (1,411) (1,347) 3,323 4,403 1,006 13,283 19,257

Debt Commitments 3,013 1,004 (1,476) (5,183) (3,620) (2,137) 0 (11,411)

Net Cash Inflows - Real Estate 1,922 (407) (2,823) (1,859) 783 (1,132) 13,283 7,846

Cash Flow Projections - Hospitality (No Delays assumed) INR in millions


Projections

Jan 11-Mar11

2011-12 2012-13 2013-14 2014-15 2015-16 Total

Income* 747 283 1,734 1,828 2,120 2,904 NA 8,869

Expenses (567) (189) (1,371) (1,368) (1,550) (2,071) NA (6,547)

Operating Cash Flows 181 94 363 461 571 834 NA 2,322

Other Outflows (163) (54) (520) (680) (680) (670) NA (2,604)

Net Cash Inflow – Hospitality 18 40 (157) (220) (110) 164 NA (282)

Net Adjusted Group Cash Flows 1,940 (367) (2,979) (2,079) 674 (968) 13,283 7,564

Base Case Cash Flows 1,940 1,522 6,228 5,200 7,252 9,659 0 29,862

Change Due to Sensitivity Scenario - 4 0 (1,889) (9,207) (7,279) (6,578) (10,627) 13,283 (22,298)

% Change Due to Sensitivity Scenario - 4 0% -124% -148% -140% -91% -110% NA -75%

Net Adjusted Group Cash Flows 1,940 (367) (2,979) (2,079) 674 (968) 13,283 7,564

Net Adjusted Cash Flows as per Scenario - 3 Above 1,940 845 2,466 250 1,711 2,292 0 7,564

Change Due to Sensitivity Scenario–4 (Worst Case) 0 (1,212) (5,445) (2,329) (1,037) (3,260) 13,283 0

% Change Due to Sensitivity Scenario–4(Worst Case) 0% -143% -221% -931% -61% -142% NA 0%



26

The sales targets in all categories of development (i.e. residential, commercial etc) appear to be aggressive.

Assuming a dip under adverse scenario, we have considered a reduction of 20% in the sales prices.

Historically, sundry debtors have remained at around 3 to 4 months of sales booked in a year. Accordingly, under an

adverse scenario we have considered a further delay of 6 months across all developments for computing a sensitivity

analysis. We have however not evaluated payment schedules of the ongoing projects to validate the figures provided

by the management on collections on sold units.

7.5 Cash Flow Projections - Worst Case Scenario INR in million

Particulars Projections

Jan 11-Mar11

2011-12 2012-13 2013-14 2014-15 2015-16 or Later

Total

Base Case Cash Flows (As Given by the Management) 1,522 6,228 5,200 7,252 9,659 0 29,862

Scenario -1 : Input Cost Rise by 14% (338) (1,146) (1,552) (1,913) (2,998) 0 (7,947)

Scenario -2 : Selling Units drop by 20% in Real Estate (606) (3,329) (4,493) (5,012) (6,641) 20,081 0

Scenario -2 : Selling Rates drop by 20% (677) (3,762) (4,950) (5,542) (7,367) 0 (22,298)

Scenario -2 : Realizations’ delay by six months in Real Estate (1,212) (5,445) (2,329) (1,037) (3,260) 13,283 0

WORST CASE CASH FLOWS (1,311) (7,454) (8,124) (6,251) (10,607) 33,364 (384)

7.6 Sensitivity Analysis - Proportionate Change in %age INR in million

Particulars Projections

Jan 11-Mar11

2011-12 2012-13 2013-14 2014-15 2015-16 or

Later Total

Base Case Cash Flows (As Given by the Management) 1,522 6,228 5,200 7,252 9,659 0 29,862

Scenario -1 : Input Cost Rise by 14% -22% -18% -30% -26% -31% -27%

Scenario -2 : Selling Units Dropping by 20% in Real Estate -40% -53% -86% -69% -69% NA 0%

Scenario -3 : Selling Rates Dropping by 20% -44% -60% -95% -76% -76% 0% -75%

Scenario -4 : Realizations’ delay by Six Months in Real Estate -124% -148% -140% -91% -110% NA -75%

A distress situation would lead to restructuring of debt, defaults in meeting commitments and sale of land

assets held by the group



27

8. Debt History

8.1 Debt Equity Mix INR in million Period Ending Prov. Mar 2011 Audited March10 Audited March09 Audited March08

Equity 8,618.87 7,781.20 7,599.33 7,479.10

Debt 12,965.70 10,552.98 8,585.59 5,522.35

Total Sources of Funds 21,584.57 18,334.19 16,184.92 13,001.44

Proportionate

Period Ending Prov. Mar 2011 Audited March10 Audited March09 Audited March08

Equity 39.93% 42.44% 46.95% 57.53%

Debt 60.07% 57.56% 53.05% 42.47%

Total Sources of Funds 100.00% 100.00% 100.00% 100.00%

8.2 Debt Profile Over The Years INR in million Prov. Mar 2011 Audited March10 Audited March09 Audited March08

Total Debt 12,965.70 10,552.98 8,585.59 5,522.35

Credit Facilities from Banks 3,577.70 2,697.60 1,165.90 1,222.53

SBOP/SBOH 300.00 0.00 0.00 0.00

SBI 251.80 334.10 719.66 752.63

SBOP 75.90 103.50 146.24 169.90

CENTRAL BANK OF INDIA 2,000.00 2,000.00 0.00 0.00

ANDHRA BANK 950.00 0.00 0.00 0.00

SBBJ 0.00 260.00 300.00 300.00

Loans from Bodies Corporate 8,880.00 4,198.00 4,112.60 2,265.87

LIC HOUSING FINANCE LIMITED 0.00 280.00 300.00 165.00

HDFC LIMITED 4,590.00 2,240.00 1,954.47 1,700.00

XXXXXXXX & OTHERS 4,290.00 1,518.00 1,858.13 400.87

DENON LIMITED 0.00 90.00 0.00 0.00

XYZ FINANCE (P) LIMITED 0.00 70.00 0.00 0.00

Debentures 500.00 2,000.00 2,000.00 2,000.00

Compulsorily Convertible Debentures of Wachovia 500.00 2,000.00 2,000.00 2,000.00

Others 8.00 1,657.38 1,307.09 33.95

Deferred Credit Facility 0.00 1,596.57 1,159.11 0.00

Hypothecation Loans For Fixed Assets 8.00 13.00 13.11 20.90

Others 0.00 47.81 134.87 13.05

Analysis:

• No fresh issue of shares was made during the period under review. The increase in equity is solely attributable to

retained earnings.

• Debt has significantly increased and currently ie March 2011 is twice the March 2008 levels.



28

9. Current Debt - March 2011 INR in millions

Lender Sanction

Date

Sanctioned (INR in

millions) Repayment Terms

Scheduled O/s as at Mar, 2011

Actual O/s as at Mar,

2011

Overdue Bal as at Mar, 2011

Cost Security / Major Terms

Real Estate Debt

HDFC Aug-10 3,000 18% escrow arrangement for receivables. To be squared off by June 2015.

3,000 3,150 150 14.75% Eq Mortgage of ABCD ProjectProject Land msg 350 acres.

HDFC Aug-10 1,000 18% escrow arrangement for receivables. To be squared off by June 2015.

1,000 1,000 0 14.75% Eq Mortgage of ABCD ProjectProject Land msg 350 acres.

HDFC Jan-11 1,500 8 installments of Rs. 187.50 Mn starting Sep 30th 2013.

440 440 0 15.00%

Eq Mortgage of ABCD Projects Project Land msg 8.79 acres. Charge on Sale Proceeds / Receivables.

State Bank of India Jul-09 420 To be squared off by March 2014. 252 252 0 13.50%

Multiple Banking Arrangement between SBI and SBOP. First Pari Passu Charge with SBOP by way of Eq Mortgage of L&B of Project ABCD Towers (Tower-B) at Sector - 54 in the name of ABCD Towers (P) Limited

SBOP Jun-07 195 84 installments of Rs. 23.21 Mn ending Jun 30th 2014.

88 76 0 13.00%

CENTRAL BANK OF INDIA Mar-10 2,000 8 Qtr Installments of Rs. 250 Mn starting end of 15th month from date of first disbursement.

2,000 2,000 0 14.75%

Eq Mortgage and charge on L&B and Assignment of Lease Rentals thereon of Block 2 & 3 of ABCD Business Park.

Andhra Bank Aug-10 1,000 8 Qtr Instalments of Rs. 125 Mn starting after one year holiday from disbursement.

1,000 950 0 14.25%

Int Chain 27 acres land, rooms, 7,00,000 sq ft Banquet Hall. ABCD Professional Point land 2.11 acres.

SBOP/SBOH Feb-Mar -11 300 8 Qtr Instalments of Rs. 93.75 Mn from Oct 2012 to Jul 2014

300 300 0 14.50%

First pari passu charge on land along with development thereon and all future receivables of Project Gurgaon 21.

XXXXXXXX Aug-10 3,000 Moratorium of 12 months. 24 EMIs of Rs. 125 Mn thereafter.

3,000 3,000 0

First Rs. 800 Mn @

13.50% and

Balance Rs. 2000

Mn @ 17.00%

EM of Land 168 Acres of Alaska Construction (P) Ltd, EM of 229442 Sq Ft of ready space belonging to XXXXXXXX Dev (P) Ltd, Addl Sec of 165 Acres in Gurgaon.



29

XXXXXXXX Aug-09 1,000 36 EMIs of Rs. 37.51 Mn each.

Not Available 1,290 Not

Available

20.67%

EM of 4.36 Acres Land of Kolina Dec (P) Ltd, EM of 25 Acres of Land of Blossom Properties (P) Ltd, 2nd Charges over hotel property of INT CHAIN Gurgoan at IFFCO Chowk.

XXXXXXXX May-10 690 Tenor of 36 months. Min 17% Max 20%

EM over 11.13 Acres of Land of Mendell Dev (P) Ltd, EM over 14.10 Acres of Land of Blossom Properties (P) Ltd.

CCD's of Wachovia 500

Compulsorily convertible at par between 24 to 48 months from the issue date i.e. January 15th, 2008 in to Equity @ Rs. 10 each carrying differential voting & distribution rights.

500 500 0 12.50% Unsecured

Various Banks 8 Monthly installments payable. 8 8 0 - Hypothecation of Fixed Asset.

Hospitality Debt

CENTRAL BANK OF INDIA Feb-10 1,500 35 unequal qtr installments starting

from Dec11 to Jun20 1,500 1,500 0 14.25%

First mortgage & charge on Int Chain Gurgaon immovable &

movable properties.

HDFC LIMITED Mar-10 1,500 35 unequal qtr installments starting

from Dec11 to Jun20 1,500 1,500 0 13.00%

First EM of The Int Chain Hotel land msg 4.2 acres. First charge

by way of hyp of movables & book debts.

As on March 31

st 2011 ABCD’s weighted average cost of long term capital debt in real estate comes to 15.42% per annum; whereas it is 13.63% per annum under

hospitality



30

9.1 Customer Advances

Sr. No. Projects Mar-10

1 Plots - India Next, Gurgaon 2,991

2 Iris Floors - India Next, Gurgaon 310

3 Emilia Floors - India Next, Gurgaon 311

4 Primrose Floors - India Next, Gurgaon 375

5 ABCD - India Next, Gurgaon 313

6 Plots - Infotech City, XXXXXXXX 1,948

7 Premium Floors 30

8 Project Corporate – Township 2

9 ABCD City, Gurgaon 904

10 ABCDs, XXXXXXXX 172

11 XXXXXXXX – 21 72

12 City Homes,XXXXXXXX 6

13 Gurgaon 21-Next 143

14 City Homes,Gurgaon 570

15 ABCD, Gurgaon 113

16 ABCD, XXXXXXXX 1

17 Business Park, Gurgaon 788

18 Projects, Faridabad 396

19 ABCD, XXXXXXXX 24

20 ABCD - NH 8 999

21 ABCD Community Mart, XXXXXXXX 1

22 City Market, Sohna Road, Gurgaon 15

23 ABCD - Retail, XXXXXXXX 3

24 Int Chain Resort - Sohna FM 1

25 Project Corporate - Facility Management 1

26 ABCD Traingle 6

27 ABCD Atrium 10

28 ABCD Towers 17

Total 10,521

• As on March 2011 (Provisional) current liabilities and other provisions amounted to Rs. 19,706.79 million. It

included the amount of customer advances received against projects on which assured returns are paid.

However the quantum and project wise breakup of assured returns was not provided to us.

• Management estimates to pay Rs. 45 million (approx.) monthly as assured returns on commercial projects in

progress. On an average rate of 10-11% per annum as communicated to us by the management it can be

assumed that customer advances on which assured returns are payable amount to Rs. 5,000 million (approx.)



31

10. Debt Repayment Forecast (INR in millions)

Lender Nature Purpose Mar-11 Balance

Bal Inc Undisbursed

Items 2011-12 2012-13

Q1 Q2 Q3 Q4 11-12 Q1 Q2 Q3 Q4 12-13

1 HDFC LTD* Term Loan ABCD Project 440 1,500 P 0 0 0 0 0 0 0 0 0 0

I 17 28 38 47 129 56 56 56 56 225

2 HDFC LTD Term Loan ABCD India Next 2,922 2,922 P 0 0 188 188 375 188 188 188 188 750

I 108 108 108 104 427 97 90 83 76 346

3 HDFC LTD # Term Loan ABCD India Next 150 1,000 P 0 0 63 63 125 63 63 63 63 250

I 6 37 37 35 114 32 30 28 25 115

4 State Bank of India Rent Discounting ABCD Tower 255 255 P 29 29 29 29 115 29 29 29 29 115

I 8 7 6 5 26 4 3 2 2 11

5 State Bank of Patiala Rent Discounting ABCD Tower, 76 76 P 7 7 7 7 28 7 7 7 7 28

I 2 2 2 2 8 2 1 1 1 5

6 Central Bank of India Term Loan General 2,000 2,000 P 250 250 250 250 1,000 250 250 250 250 1,000

I 71 62 53 42 229 34 25 17 8 84

7 Andhra Bank $ Term Loan General 950 1,000 P 0 125 125 125 375 125 125 125 125 500

I 34 34 30 25 124 21 17 13 8 59

8 XXXXXXXX Term Loan General 724 724 P 82 57 0 0 139 223 0 0 223 445

I 6 1 0 0 7 0 0 0 0 0


I 28 24 20 15 87 10 5 1 0 16


I 26 24 21 18 90 16 13 9 6 43

11 XXXXXXXX Term Loan General 2,200 2,200 P 0 0 0 156 156 243 253 264 276 1,036

I 93 93 93 92 373 83 73 62 51 269


I 34 34 34 34 136 33 29 25 21 108

13 SBOP @ Term Loan Gurgaon 21 / Next 150 375 P 0 0 0 0 0 0 0 47 47 94

I 5 11 14 14 44 14 14 12 11 50

14 SBOH @ Term Loan Gurgaon 21 / Next 150 375 P 0 0 0 0 0 0 0 47 47 94

I 5 11 14 14 44 14 14 12 11 50

15 HDFC Ltd ICD General 1,000 1,000 P 0 0 0 1,000 1,000 0 0 0 0 0

I 36 36 36 24 131 0 0 0 0 0

Total Principal 12,966 15,376 P 501 607 807 1,971 3,886 1,151 1,173 1,216 1,198 5,183

Total Interest I 480 512 505 470 1,968 415 370 322 276 1,384

Total Principal & Interest 5,853 6,567

Compared to: Operating Cash Flow 9,825 12,747

* INR 1,060 Mn will increase FY 11-12. # INR 850 Mn will increase in FY 11-12. $ INR 50 Mn will increase in FY 11-12. @ INR 225 Mn each will increase in FY 11-12. Cont. – Next



32

Debt Repayment Forecast – Continued (INR in millions)

Lender Nature Purpose Mar-11 Bal

Balance Inc Undisbursed

Items 2013-14 2014-15 2015-16 Grand Total

Q1 Q2 Q3 Q4 2013-14 Q1 Q2 Q3 Q4 2014-15 Q1 2015-16

1 HDFC LTD Term Loan ABCD Project

440 1,500 P 0 188 188 188 563 188 188 188 188 750 188 188 1,500

I 56 56 49 42 204 35 28 21 15 99 7 7 664

2 HDFC LTD Term Loan ABCD India Next

2,922 2,922 P 188 188 188 188 750 225 225 225 225 900 225 225 3,000

I 69 62 55 48 235 41 33 25 17 116 8 8 1,132

3 HDFC LTD Term Loan ABCD India Next

150 1,000 P 63 63 63 63 250 75 75 75 75 300 75 75 1,000

I 23 21 18 16 78 14 11 8 17 50 3 3 360

4 State Bank of India

Rent Discounting

ABCD Tower

255 255 P 21 0 0 0 21 0 0 0 0 0 0 0 251

I 1 0 0 0 1 0 0 0 0 0 0 0 38

5 SBOP Rent

Discounting ABCD Tower,

76 76 P 7 7 7 0 21 0 0 0 0 0 0 0 78

I 2 1 1 0 4 0 0 0 0 0 0 0 17

6 CBI Term Loan General 2,000 2,000 P 0 0 0 0 0 0 0 0 0 0 0 0 2,000

I 0 0 0 0 0 0 0 0 0 0 0 0 314

7 Andhra Bank

Term Loan General 950 1,000 P 125 0 0 0 125 0 0 0 0 0 0 0 1,000

I 21 0 0 0 21 0 0 0 0 0 0 0 204

8 XXXXXXXX

Term Loan General 724 724 P 0 0 0 0 0 0 0 0 0 0 0 0 584

I 0 0 0 0 0 0 0 0 0 0 0 0 7

9 XXXXXXXX


I 0 0 0 0 0 0 0 0 0 0 0 0 103

10 XXXXXXXX


I 2 0 0 0 2 0 0 0 0 0 0 0 136

11 XXXXXXXX

Term Loan General 2,200 2,200 P 288 300 313 107 1,008 0 0 0 0 0 0 0 2,200

I 39 26 13 2 80 0 0 0 0 0 0 0 722

12 XXXXXXXX


I 17 13 8 3 41 0 0 0 0 0 0 0 285

13 SBOP Term Loan Gurgaon 21 / Next

150 375 P 47 47 47 47 188 47 47 0 0 94 0 0 375

I 9 7 6 4 26 2 1 0 0 3 0 0 123

14 SBOH Term Loan Gurgaon 21 / Next

150 375 P 47 47 47 47 188 47 47 0 0 94 0 0 375

I 9 7 6 4 26 2 1 0 0 3 0 0 123

15 HDFC Ltd ICD General 1,000 1,000 P 0 0 0 0 0 0 0 0 0 0 0 0 1,000

I 0 0 0 0 0 0 0 0 0 0 0 0 131



33

Total Principal 12,966 15,376 P 960 944 962 754 3,620 581 581 488 488 2,137 488 488 15,376

Total Interest I 248 194 157 119 719 95 74 54 48 271 18 18 4,359

Total Principal & Interest 4,338 2,408 506 19,672

Operating Cash Flows 12,940 13,865 49,378



34

11. Credit Score Card Parameters Benchmark Weight Score Result

A General

1 Years in Business >= 5 years 10 3 30

2 Employees >=50 10 3 30

B Financial

1 Profitable - 3 Years (Y/N) 20 3 60

2 Cash positive - 3 Years (Y/N) 20 3 60

3 Net Operating Margin After Tax > 10% 10 2 20

4 Cash Forecast During Loan Period Comfortable 20 2 40

5 Cash Forecast During Loan Period Under Distress Comfortable 20 0 0

6 Quantum of Debt compared with previous year Net Profit 10 times < 10 0 0

7 Tangible Net Worth Loan/TNW < 25% 10 1 10

8 Gearing (TOL/TNW) <=3 10 1 10

9 Adjusted Debt: Equity <=2:1 10 1 20

10 Interest Cover (Last Year’s Cash Profit) >=3 10 1 10

11 Sales Growth 3 years > 15% 10 3 30

12 Weighted Average Cost of Loan Funds < 15 % 10 2 20

C Qualitative

1 Management Quality (Professional) 10 3 30

2 Satisfactory conduct certificate - Existing lenders (Y/N) 10 3 30

3 Liability Not Reflected - Quantum of assured returns < TNW 10 0 0

4 Disputed liabilities more than tangible Net Worth DL < 25% TNW 10 3 30

5 Available Land Bank Preferred Locations 10 3 30

6 Equity held by promoter Listed 40%, Unlisted 90% 10 2 20

7 Market Grapevine Positive / Negative 10 3 30

Total Score 250 510

In the credit scorecard the total of weights allotted is 250; the score is computed on financial and qualitative criteria for assessment in the following manner: 0 - Adverse 1 - Satisfactory 2 – Good 3 - Excellent A score of 510 denotes satisfactory

< 500 = Not Creditworthy

> 500 = Satisfactory with reservations under a distress situations

> 550 = Satisfactory with no reservations



35

ANNEXURES

1

Organization Structure

32

2

Key Managerial Personnel

32

3

Group Land bank – March 2011

34

4

Historical Cash Flow

36

5


38

6


40

7

Equity Shareholding Pattern - March 2011

41

8

Group Companies Shareholders

42

9

Appendices

55



36

Mr. Mr. C (Deputy Managing Director)

Mr. Manmohan Mehra (VP Corporate Affairs)

Mr. Mr. B Deputy Managing Director

Hospitality Operations

Facilities Management

Hotels Legal / Secretarial

Projects Marketing & Client Service

AXYZn. / HR

Infrastructure Licensing Land Management

Finance & Account

Education

Mr. Mr. A (Managing Director)

1. Organization Structure

2. Key Managerial Personnel

Mr. A

Designation: Chairman & Managing Director

Experience: Mr. A established the ABCD Group as a real estate concern in 1987 with a firm focus on product

quality and related services. The company is based on strong values and a definitive culture

which revolves around open collaboration, vested authority and clarity of responsibility. He is an

active participant in the company affairs and lends direction and monitors accountability for

every business vertical.

Mr. C

Designation: Deputy Managing Director

Experience: Graduated in the Year 2000 from Lehigh University, Pennsylvania, with a Bachelor’s of Science

in Accounting and a Bachelor of Science in International Finance. He worked with KPMG LLP in

New Jersey for a year in the Audit Division and then moved to India and joined ABCD in the year

2001. For the first eight years, he was involved in the construction of the various real estate

products for the company. Since 2009, he looks after the Real Estate Business in its entirety.

Mr. B

Designation: Deputy Managing Director

Experience: Graduated in the Year 2001 from the University of Buckingham, with a Bachelor’s in Business

Management. He joined ABCD in 2001 and was responsible for the sales and marketing efforts

of the company for a period of eight years including management of the facility division of the



37

company. Since 2009, he is responsible for all the operative business that includes the Hotel

Division, Facility Management, Business Centers and Restaurants.

Syed Zafar Hasan

Designation: President - Projects

Experience: He graduated in 1976 with a Bachelor’s in Science (Electrical Engineering).He is providing the

technical support to Project Management department which includes Planning and Monitoring,

Execution, Design Management, Product Strategy, Commercial and Services. He holds over 35

years of experience in the construction field with specialization in MEP works.

Manmohan Mehra

Designation: Vice President – Company Affairs

Experience: Mr. Mehra has an enriching experience of over 40 years in the field of Accounts and Finance

across a broad range of industries. A Chartered Accountant by profession, his forte includes

treasury management and working capital management apart from an exposure to various

facets of general management.

Raj Kumar Sahni

Designation: Vice President – Accounts & Finance

Experience: Mr Sahni completed his Bachelors in Commerce (Honors Course) from SRCC, Delhi University

in 1989. He is also a Member of ICWAI and a Fellow Member of ICAI. He has 16 years’

extensive and comprehensive experience in managing Business and Financial Operations. In

ABCD, he is heading the Accounts and Finance department including Taxation.

Umesh C Srivastava

Designation: Vice President – Infrastructure

Experience: He has over 35 years of diversified experience including Indian Navy. He is presently heading

the Infrastructure department and is responsible for all clearances of upcoming projects from

various government departments.

Anjali Agarwal

Designation: Vice President – Marketing & Client Services

Experience: Anjali holds an MBA in International Marketing and Finance, from La Trobe University,

Melbourne and comes to us with over 14 years of experience at various levels. She started her

career with Sterling Tree Magnum and has since worked with NIS and Egurucool.com. Prior to

joining ABCD, her last assignment was with Max New York Life Insurance as their National

Head (Key Account Management) and AVP (Operations).

Alok Mehta

Designation: General Manager – Architecture Cell

Experience: He is a graduate in Architecture and has more than 12 years’ experience. Before joining ABCD

Group, he was working with J&A - Mauritius. He is spear-heading the team of Architects and is

involved in all aspects of architectural design and implementation.

Mamta Dutt

Designation: General Manager – Human Resource & AXYZnistration

Experience: Mamta is a Doctorate in Management Studies from National Institute of Management, Delhi with



38

8 years’ rich experience at various levels. She started her career with IIPM and has since

worked with Apollo International Ltd. Her last assignment was with Kingfisher Airlines at their

DGM – HR. She is responsible for the entire gambit of HR including Recruitment, Induction,

Training, Performance Management etc., besides taking care of all aXYZnistrative matters for

ABCD Group.

XXXXXXXX Shail Kumar

Designation: Deputy General Manager – Investor Relations

Experience: With over 8 years’ experience in consulting, risk advisory and assurance practice, Mr.

XXXXXXXX Shail Kumar is a Chartered Accountant by profession. He has worked for E&Y and

KPMG before joining ABCD. He is heading the Investor Relations department with ABCD.

3. Group Land Bank - March 2011

Owner Location Project Acres Book Value

A Land Held by ABCD group Companies INR in millions

1 Alaska Constructions Pvt. Ltd. XXXXXXXX 168.33 202.31

2 Magnet Developer Pvt. Ltd. XXXXXXXX 12.29

2,375.97

3 Sanskar Buildtech Pvt. Ltd. XXXXXXXX 137.84

4 Nakshatra Buildcon Pvt. Ltd. XXXXXXXX 30.96

5 ABCD XXXXXXXX Sez Developers Ltd. XXXXXXXX 34.78

6 ABCD Limited XXXXXXXX 182.89

7 Development Rights In ABCD Ltd XXXXXXXX 200.09

35 Malvina Developers Pvt. Ltd. Industrial Park 24.95

427.66 36 Dale Developers Pvt. Ltd. Industrial Park 24.23

37 Gabino Developers Pvt. Ltd. Industrial Park 5.85

8 Avon Buildtech Gurgaon ABCD India Next 13.47

10,698.58

9 Blossom Properties Private Limited Gurgaon ABCD India Next 26.21

10 Browz Technologies Pvt. Ltd. Gurgaon ABCD India Next 26.25

11 Buzz Estates Pvt. Ltd. Gurgaon ABCD India Next 18.71

12 ABCD ProjectDevelopers Pvt. Ltd. Gurgaon ABCD India Next 18.10

13 Kolina Developers Pvt. Ltd. Gurgaon ABCD India Next 4.36

14 Paxton Promoters And Dev. Pvt. Ltd. Gurgaon ABCD India Next 0.16

15 Shivganesh Buildtech Pvt. Ltd. Gurgaon ABCD India Next 8.19

16 Wonder Developers Pvt. Ltd. Gurgaon ABCD India Next 22.55

17 Sarvad Builders Private Limited Gurgaon ABCD India Next 6.16

18 Caspar Developers Pvt. Ltd. Gurgaon ABCD India Next 2.36

19 Caspar Developers Pvt. Ltd. Gurgaon ABCD India Next 16.39



39

20 Calida Developers Pvt. Ltd. Gurgaon ABCD India Next 7.88

21 Calida Developers Pvt. Ltd. Gurgaon ABCD India Next 0.53

22 Stanway Developers Pvt. Ltd. Gurgaon ABCD India Next 15.08

23 Stanway Developers Pvt. Ltd. Gurgaon ABCD India Next 9.95

24 Espo Developers Pvt. Ltd. Gurgaon ABCD India Next 3.15

25 Espo Developers Pvt. Ltd. Gurgaon ABCD India Next 23.84

26 Mendell Developers Pvt. Ltd. Gurgaon ABCD India Next 3.88

27 Mendell Developers Pvt. Ltd. Gurgaon ABCD India Next 20.94

28 Marathon Promoters Pvt. Ltd. Gurgaon ABCD India Next 24.07

29 Alden Developers Pvt. Ltd. Gurgaon ABCD India Next 11.93

30 Bendek Developers Pvt. Ltd. Gurgaon ABCD India Next 19.11

31 Fermina Developers Pvt. Ltd. Gurgaon ABCD India Next 12.41

32 Spring Buildcon Pvt. Ltd. Gurgaon ABCD India Next 24.43

33 Shivam Infratech Pvt Ltd Gurgaon ABCD India Next 11.39

34 ABCD Limited Gurgaon ABCD India Next 93.86

B Land Under Collaboration

1 Harnesh Construction Pvt. Ltd. Gurgaon ABCD India Next 1.16

2 Lakshaya Buildtech Pvt. Ltd Gurgaon ABCD India Next 1.36

3 Dr. ABCD Gurgaon ABCD India Next 2.96

C Land Held By Others

1 Trishul Industries Gurgaon ABCD India Next 11.24

2 Crazy Properties Pvt. Ltd. Gurgaon ABCD India Next 28.26

3 Pegasus Infrastructure Pvt. Ltd. Gurgaon ABCD India Next 24.81

4 Sahar Land And Housing Pvt. Ltd. Gurgaon ABCD India Next 28.55

Grand Total (A) + (B) + (C) 1,365.91 13,704.52

The group owns adequate land bank reserves to cater to the forthcoming 4 to 5 years of development in Gurgaon

Due Diligence Report


40

4. Historical Cash Flow INR in million Particulars Prov. Mar 2011 Audited March10 Audited March09 Audited March08

A Cash Flows from Operating Activities (3,479.34) 1,582.81 (1,278.29) (7,994.99)

Net Profit before tax 1,249.90 410.34 243.67 730.85

Adjustments:

Depreciation & Other Write Offs 42.00 32.75 35.76 51.16

Other Income (190.00) (34.49) (17.50) (100.98)

Profit on Sale of Fixed Assets 0.00 4.87 (6.56) (0.32)

Finance / Commitment Charges 565.85 739.76 797.51 84.10

Bad Debt Written off 0.00 14.34 2.80 4.77

Provisions 0.00 0.00 0.09 74.85

Unutilised Forex Loss 0.00 0.00 0.58 0.00

Operating Profit before Working capital changes 1,667.75 1,167.59 1,056.35 844.42

(Increase) / Decrease in Sundry Debtors 0.00 (781.39) (790.80) (623.22)

(Increase) / Decrease in Loans & Advances (250.00) 1,284.67 1,471.45 (6,859.86)

(Increase) / Decrease in Other Current Assets 0.00 (650.52) (7.72) 0.00

(Increase) / Decrease in Inventory (6,650.81) (2,099.18) (7,793.95) (2,192.57)

Increase / (Decrease) in Current Liabilities & Provisions

1,957.50 2,426.25 2,260.56 1,272.62

Increase / (Decrease) in Deferred Payment Liabilities 0.00 437.46 2,645.67 247.94

(Increase) / Decrease in Deposits with Banks under Lien

208.69 (63.75) 23.81 (140.47)

Cash Generated / (used) in Operations (3,066.87) 1,721.14 (1,134.63) (7,451.15)

Income Tax Paid/ (Refund) (412.47) (138.33) (143.66) (543.84)

B Cash Flow From Investing Activities (1,309.64) (110.94) (35.02) (1,080.05)

Sale / (Purchase) of Investments (1,500.00) (25.76) (62.56) (42.76)

Sale / (Purchase) of Fixed Asset 0.00 36.20 9.26 1.77

Investment made during the year 0.00 (149.23) 0.00 (1,140.04)

Investment sold during the year 0.00 0.00 10.00 0.00

Interest Received 190.36 27.85 8.28 100.98

C Cash flow from Financing Activities 3,451.25 790.17 1,167.78 9,002.82

Proceeds / (Repayments) of Short Term Borrowings 9,090.00 (612.18) 391.26 1,869.51

Proceeds From Long term Borrowing (5,072.90) 3,751.16 1,895.01 2,170.00

Repayment of borrowings 0.00 (1,483.39) (435.14) (792.41)

Interest Paid (565.85) (865.43) (683.35) (74.42)

Share Capital Issued (Including Securities Premium) 0.00 0.00 0.00 5,842.70

Dividend Paid 0.00 0.00 0.00 (12.57)

Net Increase/(Decrease) in cash (A+B+C) (1,337.72) 2,262.04 (145.53) (72.22)

Cash at the beginning 2,331.37 69.33 214.87 273.94

Cash Received on Amalgamation 0.00 0.00 0.00 13.14

Cash at Close 993.65 2,331.37 69.33 214.87



41

Analysis:

• A major portion of the cash flows generated in the past 4 years via operating profits (before working capital

changes) has gone into funding inventories. The plough back trend is clearly evident through the years. This is

the reason why the company has not declared dividends during the years under review since it has been on an

expansion drive.

• The trend of funding inventories majorly through short term arrangements is also evident from cash inflows

generated from increasing Current Liabilities and Provisions. Industry practices include financing construction of

projects through customer advances. In case of commercial projects assured returns on customer advances is a

practice; this however implies that if these projects are delayed, the payment of assured returns will continue till

possession leading to cost overruns.

• The Company repaid Rs. 1,500 Mn. of Wachovia debentures during FY10-11 which effected in reducing the

cash balances with the company. This may have impacted the liquidity position of the company which is reflected

in the FY 10-11 where it borrowed 9,090 Mn. and repaid Rs. 5,072.90 Mn.



42

5. Historical Balance Sheet Analysis INR In Million

Period Estimated Mar-11 Audited Mar-10 Audited Mar-09 Audited Mar-08

Equity 8,618.87 7,781.20 7,599.33 7,479.10

Equity Share Capital 128.22 128.22 128.22 128.22

Preference Share Capital 10.54 10.54 10.54 10.54

Reserves and Surplus 8,480.11 7,642.45 7,460.57 7,340.34

Loan Fund 12,965.70 10,552.98 8,585.59 5,522.35

Term Loans From Banks 3,577.70 2,697.60 1,165.90 1,222.53

Debentures 500.00 2,000.00 2,000.00 2,000.00

Deferred Credit Facilities 0.00 1,596.57 1,159.11 0.00

Loans From Bodies Corporate 8,880.00 4,198.00 4,112.60 2,265.87

Hypothecation Loans for Fixed Assets 8.00 13.00 13.11 20.90

Others 0.00 47.81 134.87 13.05

Total Sources of Funds 21,584.57 18,334.19 16,184.92 13,001.44

Fixed Assets: Gross Block 1,081.10 1,077.86 448.89 382.10

Less: Depreciation 262.63 206.44 180.06 145.56

Net block 818.47 871.41 268.83 236.54

Capital Work-In-Progress 0.00 0.36 3.16 0.72

Investments 3,319.70 1,819.77 1,670.53 1,678.50

Investments in group entities 0.00

Alaska Construct. (P) Ltd (Eq Sh of Rs. 10 Each) 846.94 147.00 1.23 1.23

Investment in partnership firm (Ms Trishul Industries) 1,060.00 1,060.00 1,060.00 1,060.00

Haryana Fin. Corp. Ltd (7,100 Eq Sh of Rs. 10 Each) 0.21 0.21 0.21 0.21

Birla Sunlife Mutual Fund (1,000,000 Unit of Rs. 10 Each) 0.00 0.00 0.00 10.00

ABCD Hospitality (P) Ltd (1,000,000 Eq Sh of Rs. 100 Each) 100.00 100.00 100.00 100.00

ABCD Hotels (P) Ltd (50,510,000 Eq Sh of Rs. 10 Each) 505.10 505.10 505.10 505.10

XXXXXXXX Promt. (P) Ltd (,10,000Eq sh of Rs. 10 Each) 0.10 0.10 0.10 0.10

Blossom Dwellers P. Ltd.(10,000 sh of Rs.10 Each) 0.10 0.10 0.10 0.10

XXXXXXXX Dwellers P. Ltd (10,000 sh. Of RS 10 each) 0.10 0.10 0.10 0.10

Valterns Prom. P ltd (10,000 sh of Rs. 10 each) 0.10 0.10 0.10 0.10

ABCD IT Parks P. Ltd. (2000 sh of Rs. 100 each) 2.20 2.20 2.20 0.20

6 years national Saving Certificate 0.03 0.03 0.03 0.00

Emilin Estates Pvt. Ltd (1262 sh of Rs2740 each) 3.46 3.46 0.00 0.00

ABCD XXXXXXXX SEZ Develop. P. Ltd.(50,000 sh. @ 10 each)

0.50 0.50 0.50 0.50

XXXXXXXX Dev. P. Ltd. (86,000 sh @10 each) 0.86 0.86 0.86 0.86

XXXXXXXX Dev. P. Ltd. (CCDs) 800.00

Current Assets 37,153.18 31,797.95 27,969.83 20,922.44

Inventories – WIP 21,927.11 13,268.95 10,771.82 4,153.70

Inventories - Material at Site 0.00 69.56 501.93 61.78

Inventories – Land 0.00 1,937.88 1,903.46 1,167.78

Sundry Debtors 3,101.50 3,101.59 2,317.40 1,529.40

Cash & Bank Balance 994.67 2,540.06 214.28 383.66

Advances to Group Companies 11,026.10 10,776.11 12,067.42 13,534.56

Deferred Tax 103.80 103.81 193.53 91.56

Current Liabilities & Provisions 19,706.79 16,155.31 13,727.43 9,836.75

Customer Advances 0 10,530.35 8,492.89 7,144.57

Payable to Subsidiary Companies 4646.85 1,045.66 2.07 3.97

Trade Creditors 0 3,735.64 4,023.34 1,563.80

Other Liabilities & Provisions 15059.93 843.66 1,209.13 1,124.41


Total Application of Funds 21,584.57 18,334.19 16,184.92 13,001.44



43

Balance Sheet Analysis:

• Reserves & Surplus include securities premium, general reserve and sinking fund. Sinking fund is earmarked for

utilization and funding of redemption of securities in the future.

• During the review period the expansion of the company has solely been through debt funding. Debt has risen from

5,522.35 Mn. in March 2008 to 12,965.70 Mn. in March 2011. Almost all of this debt is payable to banks and finance

companies and there is no quasi capital in the form of directors / promoter borrowings in the balance sheet.

• Debt includes debentures of Rs. 500 Mn. as at March-11. As per the management this has been repaid in full during

Apr-11.

• Details regarding unpaid balances towards development charges payable to authorities as on Mar-11 were not

available. Once finalized these will reflect as deferred credit facilities and increase the Inventory WIP figure under

Balance Sheet.

• Inventories represent land and projects under development. It also includes financial charges incurred towards

development of the project. The company has accumulated inventories over the years as the number of its projects

and developments has increased significantly. As at Mar - 08 the company had inventories at Rs. 4,153.70 Mn.

which rose to Rs.21,927 Mn. as at Mar-11. In the absence of data available it is difficult to quantify the amount of

interest paid to banks, institutions and on customer advances under assured returns included in this sum of Rs

21,927 Mn.

• Total long term funds available with the company are approx Rs 21,584.57 Mn. as at Mar-11. Against this the

Company is carrying inventories of 21,927.11 Mn. It is safe to assume that part of the inventories have also been

funded through short term borrowings.

• Debtors have remained stagnant over the period from Mar 10 to Mar 11 at approx. Rs. 3,100 Mn. in the provisional

accounts. This is highly improbable and it appears that the requisite adjustments will be made during the course of

the audit. In the absence of the underlying details the nature cannot be commented upon.

• The figures for customer advances and trade creditors as on March 31st, 2011 were not made available to us.



44

6.Historical Profit & Loss Analysis INR in Millions

Period Prov. Mar-11 Audited

Mar-10 Audited

Mar-09 Audited

Mar-08

Value % age Value Comparison

Sales 7,830.00 100.00% 5,989.36 3,989.19 3,826.17

- Real estate Operation 7,550.00 96.42% 5,705.28 3,629.31 3,399.66

- Facilities Mgmt. Income 280.00 3.58% 241.67 183.82 253.26

- Rent Received 0.00 0.00% 42.42 176.06 173.25

Cost of Sales 5,285.00 67.50% 4,331.07 2,434.21 2,662.61

- Operating Expenses 5,285.00 67.50% 4,331.07 2,434.21 2,662.61

Gross Margin 2,545.00 32.50% 1,658.29 1,554.98 1,163.56

Employee Cost 113.25 1.45% 120.05 125.69 206.95

Adms, Selling & Others 764.00 9.76% 459.73 433.67 507.13

EBITDA 1,667.75 21.30% 1,078.51 995.62 449.48

Financial Expenses 565.85 7.23% 741.22 800.96 85.08

Depreciation 42.00 0.54% 32.75 35.76 48.35

Operating Profit before Tax 1,059.90 13.54% 304.54 158.90 316.05

Other Income 190.00 2.43% 105.80 84.77 414.80

Profit Before Tax (PBT)* 1,249.90 15.58% 410.34 243.67 730.85

Provisions Dr/(Cr)* 412.47 5.14% 228.47 123.43 276.66

Profit After Tax* 837.43 10.44% 181.87 120.23 454.18

* %age Figures represent proportion of Total Income i.e. Sales plus Other Income

Analysis:

• Sales represent revenue from real estate and hospitality operations. Up to Mar-11, operations of the company

comprised of real estate and facility management, which has changed from April 2011 as the company has hived

off facility management operations to other group companies.

• On the basis of March 2008 sales, average year on year growth rate comes to 27% (approx).

• The gross margin is estimated to be 32.50% for March 2011. The same stood at 27.69%, 38.98% and 30.41%

as at March 2010, 2009 and 2008 respectively.



45

7. Equity Shareholding Pattern as on March 2011.

Shareholder Shares Held %age

1 Mr. A 7,302,955 56.95%

8 BIPEF ABCD Holding Limited 2,072,758 16.17%

7 Everlast Project Private Limited 1,610,746 12.56%

6 Mrs. F 751,775 5.86%

2 Mr. B 541,982 4.23%

3 Mr. C 541,982 4.23%

9 Others 201 0.00%

Total 12,822,399 100.00%

Equity Share Holding Pattern of ABCD Limited

Analysis

• ABCD is a closely held company. More than 70% equity capital is held by the promoters. • ABCD also issued 1,053,466 preference Shares of Rs. 10 each fully paid held by BIPEF ABCD Holdings limited. • During the period under review ABCD did not pay a dividend on its outstanding equity or preference share

capital. • Diluted EPS was Rs. 5.11 in Mar 2008 which declined to 0.56 in March 2009 and stood at 1.05 in Mar 2010.

Mr. A

BIPEF ABCD Holding Limited

Everlast Project Private Limited

Mrs. F

Mr. B

Mr. C

Others



46

8. ABCD Group Companies – Ownership Structure 31st

March 2011 No Name and Registered Office Shareholders List Shares

1 ABCD Limited Equity Shares

Flat No. 621 A, 6th Floor, XXXXXXXXs, Mr. A

7,302,955

6, XXXXXXXX, New Delhi- 110019. Mr. B

541,982

Paid up Capital Rs. 138,758,650/- Mr. C

541,982

Directors Anupam Nagalia

100

Mr. A, Mr. B, Mr. C, Mrs. E

100

Mr. D, Jean Andre De Pourtales, Mrs. F

751,775

Vinay Kapoor, James Hillyer Boice III, Everlast Projects P. Ltd.

1,610,746

Deepak Shahadaepuri, (alternate to Mr. D) WDC Ventures Limited

1

BIPEF ABCD Holdings Limited

2,072,758

Total

12,822,399

Preference Shares

BIPEF ABCD Holdings Limited

1,053,466

Total

1,053,466

Total Shares

13,875,865

2 ABCD Hotels Private Limited ABCD Limited 50,509,999

Flat No. 621 A, 6th Floor, XXXXXXXXs, Mr. A(nominee of ABCD Ltd.) 1

6, XXXXXXXX, New Delhi- 110019.

Paid up Capital Rs. 505,100,000/-

Directors

Mr. A, Mr. B, Mr. C, Mrs. E Total 50,510,000

3 ABCD Hospitality Private Limited ABCD Limited 9,99,999



Paid up Capital Rs. 100,000,000/-

Directors

Mr. A, Mr. B, Mr. C, Mrs. F

4 XXXXXXXX Promoters Private Limited ABCD Limited 9,999



Paid up Capital Rs. 100,000/- Total 10,000

Directors

Mr. A, Mr. B, Mr. C

5 ABCD Dwellers Private Limited ABCD Limited



47

9,999




Directors

Mr. A, Rajesh Kumar Garg, K.V, George

6 XXXXXXXX Dwellers Private Limited ABCD Limited 9,999

Flat No. 621 A, 6th Floor, XXXXXXXXs, Mr. A (nominee of ABCD Ltd.) 1



Directors

Mr. A, Mr. B, Mr. C

7 Valterna Promoters and Developers ABCD Limited 9,999

Private Limited Mr. A(nominee of ABCD Ltd.) 1

Flat No. 621 A, 6th Floor, XXXXXXXXs,

6, XXXXXXXX, New Delhi- 110019. Total 10,000

Paid up Capital Rs. 100,000/-

Directors

Mr. A, Rajesh Kumar Garg, K.V, George

8 ABCD IT Parks Private Limited ABCD Limited 1,999

(Hind Enterprises Private Limited) Mr. A(nominee of ABCD Ltd.)

1

Flat No. 621 A, 6th Floor, XXXXXXXXs, Total 2,000



Directors

Mr. A, Mr. B, Mr. C

9 XXXXXXXX Developers P Ltd ABCD Limited 108,923


6, XXXXXXXX, New Delhi- 110019. Zaheer Mauritius 23,383


Directors

Mr. A, Mr. B, Mr. C

Cianta Seneviratne,Kevin Kochar, Vivek Soin (Alternate of Kevin Kochar)

10 ABCD XXXXXXXX SEZ Developers Ltd. ABCD Ltd. 49,994


6, XXXXXXXX, New Delhi- 110019. Mrs. F (nominee ABCD Ltd.)



48

1

Paid up Capital Rs. 500,000/- Anupam Nagalia (nominee ABCD Ltd.) 1

Directors Mr. C(nominee of ABCD Ltd.) 1

Mr. A, Mr. B, Mr. C Mr. B(nominee of ABCD Ltd.) 1

Mrs. E(nominee of ABCD Ltd.) 1

Total 50,000

11 xxxP. Ltd. XXXXXXXX Promoters Private Limited(APPL)

9,400

Flat No. 621 A, 6th Floor, XXXXXXXXs, Mr. A* 100

6, XXXXXXXX, New Delhi- 110019. Mr. C* 100

Paid up Capital Rs. 100,000/- Mr. B* 100

Directors Mrs. E* 100

Mr. B, Rajesh Kumar Garg, Ram Singh Mrs. F* 100

Satish Walia* 100

*nominee of APPL Total 10,000

12 xxxxxxxxxP. Ltd. XXXXXXXX Promoters Private Limited(APPL)

9,400






Satish Walia* 100

* nominee of APPL Total 10,000

13 Wonder Developers P. Ltd. XXXXXXXX Promoters Private Limited(APPL)

9,400






Satish Walia* 100

* nominee of APPL Total



49

10,000

14 Browz Technologies P. Ltd. XXXXXXXX Promoters Private Limited(APPL)

9,400






Satish Walia* 100


10,000

15 Shivganesh Buildtech P. Ltd. XXXXXXXX Promoters Private Limited(APPL)

9,400






Satish Walia* 100


16 Blossom Properties Private Limited XXXXXXXX Promoters Private Limited(APPL)

9,400





Mrs. E, Brij Kishore, Ram Singh Mrs. F* 100

Satish Walia* 100


17 Crazy Properties P Ltd XXXXXXXX Promoters Private Limited(APPL)

9,400

XXXXXXXX, XXXXXXXXs, Mr. A* 100





50


Mrs. F, Brij Kishore, XXXXXXXX Shail Kumar Mrs. F* 100

Satish Walia* 100


18 Pegasus Infrastructure P Ltd XXXXXXXX Promoters Private Limited(APPL)

19,400


6, XXXXXXXX, New Delhi- 110019 Mr. C* 100




Satish Walia* 100


19 Sahar Land And Housing P Ltd XXXXXXXX Promoters Private Limited(APPL)

19,400






Satish Walia* 100


20 Sarvad Builders Private Limited XXXXXXXX Promoters Private Limited(APPL)

9,400





Mrs. F, Brij Kishore, Ram Singh Mrs. F* 100

Satish Walia* 100


21 Spring Buildcon P Ltd XXXXXXXX Promoters Private



51

Limited(APPL) 9,400





Mr. B, Rajesh Kumar Garg,Brij Kishore Mrs. F* 100

Satish Walia* 100


22 Espo Developers P Ltd XXXXXXXX Promoters Private Limited(APPL)

9,400





Mrs. E, Deepak Uppal, Brij Kishore Singh Mrs. F* 100

Satish Walia* 100


23 Mendell Developers P Ltd XXXXXXXX Promoters Private Limited(APPL)

9,400





Mrs. E, Deepak Uppal, Brij Kishore Singh Mrs. F* 100

Satish Walia* 100


24 Calida Developers P Ltd XXXXXXXX Promoters Private Limited(APPL)

9,400





Mrs. F, Ram Singh, Deepak Uppal Mrs. F*



52

100

Satish Walia* 100


25 Caspar Developers P Ltd XXXXXXXX Promoters Private Limited(APPL)

9,400





Mrs. F, Ram Singh, Deepak Uppal Mrs. F* 100

Satish Walia* 100


26 Kolina Developers Private Limited XXXXXXXX Promoters Private Limited(APPL)

9,400





Mrs. F, Rajesh Kumar Garg, Deepak Uppal Mrs. F* 100

Satish Walia* 100


27 ABCD PROJECTDevelopers P. Ltd. XXXXXXXX Promoters Private Limited(APPL)

9,400

(Formerly Kiet Developers P Ltd ) Mr. A* 100

Flat No. 621 A, 6th Floor, XXXXXXXXs, Mr. C* 100

6, XXXXXXXX, New Delhi- 110019. Mr. B* 100

Paid up Capital Rs. 100,000/- Mrs. E* 100

Directors Mrs. F* 100

Mrs. F,Brij Kishore Singh, Ram Singh Satish Walia* 100


28 Paxton Promoters and Developers XXXXXXXX Promoters Private Limited(APPL)

9,400

Private Limited Mr. A* 100

Flat No. 621 A, 6th Floor, XXXXXXXXs, Mr. C*



53

100

6, XXXXXXXX, New Delhi- 110019. Mr. B* 100



Mrs. F,Brij Kishore Singh, Deepak Uppal Satish Walia* 100


29 Marathon Promoters Private Limited XXXXXXXX Promoters Private Limited(APPL)

9,400





Mrs. F,Brij Kishore Singh, Ram Singh Mrs. F* 100

Satish Walia* 100


30 Stanway Developers Private Limited XXXXXXXX Promoters Private Limited(APPL)

9,400





Mrs. E,Brij Kishore Singh, Deepak Uppal Mrs. F* 100

Satish Walia* 100


31 Stedman Developers Private Limited XXXXXXXX Promoters Private Limited(APPL)

9,400





Mr. C, Brij Kishore Singh, Ram Singh Mrs. F* 100

Satish Walia* 100




54

32 Shivam Infratech P. Ltd. Stedman Developers Private Limited 12,009,400



Paid up Capital Rs. 1,20,100,000/- Mr. B* 100


Mr. A, Brij Kishore Singh, Deepak Uppal Mrs. F* 100

Satish Walia* 100

* nominee Total 12,010,000

33

Sanskar Buildtech P. Ltd. XXXXXXXX Dwellers Private Limited

9,400

Operation & Marketing office, Mr. A* 100

ABCD Infotech City, Village- Thikaria, Mr. C* 100

Near GVK Toll Plaza, XXXXXXXX- 302026, Rajasthan Mr. B*

100



Mrs. E, Rajesh Kumar Garg,Vinod Kawatra Satish Walia* 100

* nominee of FDPL Total 10,000

34

Nakshatra Buildcon P. Ltd. XXXXXXXX Dwellers Private Limited

9,400

Operation & Marketing office, Mr. A* 100

ABCD Infotech City, Village- Thikaria, Mr. C* 100

Near GVK Toll Plaza, XXXXXXXX- 302026, Rajasthan Mr. B*

100



Mrs. E, Rajesh Kumar Garg,Vinod Kawatra Satish Walia* 100


35 Bendek Developers Private Limited XXXXXXXX Dwellers Private Limited 9,400




Directors Mrs. E*



55

100

Mrs. E,Brij Kishore Singh,Vinod Kawatra Mrs. F* 100

Satish Walia* 100


36 ABCD Infratech P Ltd XXXXXXXX Dwellers Private Limited 9,400





Mr. A, Mr. C Mrs. F* 100

Satish Walia* 100

*nominee of FDPL Total 10,000

37 Magnet Developers P Ltd XXXXXXXX Dwellers Private Limited 9,400





Mrs. E, Vinod Kawatra, Ram Singh Mrs. F* 100

Satish Walia* 100


38 Dale Developers P Ltd XXXXXXXX Dwellers Private Limited 9,400





Mrs. E, Deepak Uppal, Vinod Kawatra Mrs. F* 100

Satish Walia* 100


39 Alden Developers Private Limited XXXXXXXX Dwellers Private Limited 9,400

XXXXXXXX, XXXXXXXXs, Mr. A *



56

100

6, XXXXXXXX, New Delhi- 110019 Mr. C * 100

Paid up Capital Rs. 100,000/- Mr. B * 100

Directors Satish Walia * 100

Mrs. E, XXXXXXXX Shail Kumar, K.V. George Mrs. E * 100

Mrs. F * 100


40 Malvina Developers Private Limited XXXXXXXX Dwellers Private Limited 9,400

XXXXXXXX, XXXXXXXXs, Mr. A * 100




Mrs. E, XXXXXXXX Shail Kumar, K.V. George Mrs. E * 100

Mrs. F * 100


41 Fermina Developers Private Limited XXXXXXXX Promoters Private Limited 9,900

XXXXXXXX, XXXXXXXXs, Mr. B * 100

6, XXXXXXXX, New Delhi- 110019


Directors

Pankaj Pal, Karishma Kaul, Alok Mehta, *nominee of APPL Total 10,000

Amit Malhotra, Vinod Kawatra

42 Halima Developers Private Limited XXXXXXXX Promoters Private Limited 9,900


6, XXXXXXXX, New Delhi- 110019 * nominee of APPL Total 10,000


Directors

Pankaj Pal, Karishma Kaul, Alok Mehta,

Amit Malhotra, Surender Lohia

43 Blair Developers Private Limited XXXXXXXX Promoters Private Limited 9,900






57

Directors



44 ABCD Infracon Private Limited XXXXXXXX Dwellers Private Limited 4,900


6, XXXXXXXX, New Delhi- 110019 Indiabulls Developers and Infrastructure Limited

5,000

Paid up Capital Rs. 100,000/- * nominee of FDPL Total 10,000

Directors

Pankaj Pal, Karishma Kaul, Mr. A,

Mr. C, Vipin Jain, Hitender Kumar

45 ABCD Education Services Private Limited XXXXXXXX Dwellers Private Limited (FDPL)

9,900


6, XXXXXXXX, New Delhi- 110019 * nominee of FDPL Total 10,000


Directors



46 Feldon Developers Private Limited XXXXXXXX Promoters Private Limited (APPL)

9,400





Pankaj Pal, Karishma Kaul, Alok Mehta, Mrs. E * 100

Amit Malhotra, Rajesh Garg Mrs. F * 100


10,000

47 Reveka Developers Private Limited XXXXXXXX Promoters Private Limited (APPL)

9,900




Directors



48 Winston Developers Private Limited XXXXXXXX Promoters Private Limited (APPL)

9,900





58


Directors



49 Gabino Developers Private Limited XXXXXXXX Promoters Private Limited (APPL)

9,400








10,000

50 Payton Developers Private Limited XXXXXXXX Promoters Private Limited (APPL)

9,400








51 Daren Developers Private Limited XXXXXXXX Promoters Private Limited (APPL)

9,400








10,000

52 Kepa Developers Private Limited XXXXXXXX Promoters Private Limited (APPL)

9,400





59






10,000

I - Accounting Policies

Borrowing costs: Borrowing Costs attributable to acquisition and construction of assets are capitalized as part of the

cost of such assets in accordance with Accounting Standard 16 “Borrowing Costs". All other borrowing costs are

charged to the profit & loss account

Investments: Investments are classified as long term or current, based on management's intention at the time of

purchase. Investments that are readily realizable and intended to be held for not more than a year are classified as

current investments; all other investments are classified as long-term investments.

Inventories: Inventory comprises of land, completed properties for sale and project in progress and is valued as under:

Land and plots other than area transferred to constructed properties are valued at lower of cost and net realizable

value. Cost includes cost of acquisition and other costs incurred till the date of obtaining license for development. Land

is recorded as inventory, when substantial risks and rewards are transferred to the Company. Land is transferred to

projects in progress upon commencement of construction activity

Completed property for sale is valued at lower of cost or net realizable value. In case of self constructed property cost

includes cost of land, materials, services, borrowing cost and other related overheads.

Projects in progress are valued at lower of cost or net realizable value. Cost includes cost of land, materials,

services, borrowing cost and other related overheads. Net realizable value is the estimated selling price in the

ordinary course of business less estimated cost of completion and estimated costs necessary to make the sale.

Revenue recognition

Revenue is recognized when the substantial risks and rewards related to ownership are transferred to the customers.

Revenue from sale of constructed properties and developed plots is recognized on percentage of completion

method of accounting. Sale consideration receivable as per the allotment letters / agreements to sell is recognized as

revenue on basis of percentage of actual project costs incurred to total estimated project cost, subject to actual cost

incurred being 30 per cent or more of the estimated project cost in case of constructed properties, and 67 per cent or

more of the total estimated project cost in case of developed plots.

Project cost includes cost of land, government charges, construction costs and construction materials of such

properties, estimated internal development charges, external development cost to determine percentage of

completion. The estimates of the saleable area, costs are reviewed periodically by the management and any effect of

changes in estimates is recognized in the period such changes are determined. However, when the total project cost is

9. Appendices



60

estimated to exceed total revenues from the project, the loss is recognized immediately. Liquidated damages or penalties

are provided for, based on management's assessment of the estimated liability, as per contractual terms.

Revenue from sale of land, completed property and development rights is recognized upon transfer of all

significant risks and rewards of ownership, evidenced by registration or as per the terms of the contracts entered into

with buyers.

Property maintenance charges are recognized on pro-rata basis over the period of the contract

Service income is recognized on accrual basis in accordance with the terms of service

Rental income from property is recognized as per terms of the lease agreement.

Costs of sales

Cost of constructed properties and developed plots includes cost of land (including development rights), estimated

internal development costs, external development charges, other related government charges, construction costs and

development / construction materials) which is charged to the profit and loss account proportionate to the revenue

recognized as per accounting policy in consonance with the concept of matching cost to revenue, final adjustment is

made on completion of applicable project,

Cost of Land on completed property and development rights is charged to profit and loss account proportionate to the

revenue recognized as per accounting policies .

Foreign currency transactions

Foreign Currency transactions are recorded at the rates prevailing on the date of transaction, Foreign currency

monetary items are restated at the rate prevailing on the balance sheet date. Nonmonetary items which are carried

in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date

of the transaction. Exchange differences arising on the settlement of monetary items at rates different from those at

which they were initially recorded during the year, or reported in previous financial statements, are recognized on

expenses in which they arise.

Taxes on Income

Tax expense comprises current income tax and deferred income tax. Current tax is determined as the amount of tax

payable in respect of taxable income for the year, in accordance with the Income Tax Act, 1961. Deferred income tax

reflects the impact of timing differences between taxable income and accounting income.

II – Caveats

The information contained in this report has been obtained primarily from:

• Un-audited estimated financial statements for the period April 2010 to Mar 2011 provided without supporting

schedules & underlying details and audited financial statements for the period April 2007 to March 2010 as

presented to us by the management.

• The books of accounts and other records as made available to us

• Discussions with the company's management & employees.

For purposes of our due diligence, we visited the Company’s corporate office at Sushant Lok, Block – I, MG Road,



61

Gurgaon, Haryana. Our report is based on the discussion and information received from Mr. XXXXXXXX Shail Kumar –

Deputy General Manager – Investor Relations

We have relied on the information and data provided by the management so far as it relates to projects, their feasibility

and land holding. Project information comprises estimates on development timelines, project sales, realizations,

inventory, construction and related costs. This information has not been ascertained, compiled or authenticated by us.

III – Scope of Work

Our review of affairs of the Company and its books and accounts does not constitute an audit in accordance with

Auditing Standards and no verification work has been carried out by us. We have solely relied on explanations and

source information provided by management. Consequently, we do not express an opinion on the figures included in this

report. The scope of our work has been limited both in terms of the areas of the business and operations which we have

reviewed and the extent to which we have reviewed them. There may be matters, other than those noted in this report,

which might be relevant in the context of the transaction and which a wider scope might uncover. This Report is

confidential and has been prepared exclusively for XYZ Finance Private Limited. It should not be used, reproduced or

circulated for any other purpose, in whole or in part, without the prior written consent of R S FINANCAIL SOLUTIONS

which will only be given after full consideration of the circumstances at the time.

End Of Report

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