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DRAFT RED HERRING PROSPECTUS Dated April 26, 2018

(This Draft Red Herring Prospectus will be updated upon filing with the RoC) Please read Section 32 of the Companies Act, 2013

Book Building Offer

THIS DRAFT RED HERRING PROSPECTUS IS NOT AN ADVERTISEMENT UNDER THE REAL ESTATE (REGULATION AND DEVELOPMENT) ACT, 2016 AND IS NOT INTENDED FOR INFORMING PERSONS ABOUT OUR REAL ESTATE PROJECTS OR TO INVITE ANY PERSON TO MAKE ADVANCES OR DEPOSITS IN RELATION TO ANY OF OUR REAL ESTATE PROJECTS

LODHA DEVELOPERS LIMITEDLodha Developers Limited (Company) was incorporated as Lodha Developers Private Limited on September 25, 1995 in the state of Maharashtra at Mumbai as a private limited company under the Companies Act, 1956, as amended. Thereafter, our Company was converted into a public limited company, the word private was struck off from the name of our Company and consequently, a fresh certificate of incorporation consequent upon change of name dated August 10, 2009 was issued by the Registrar of Companies, Maharashtra situated at Mumbai (RoC) recording the change in the name of our Company to Lodha Developers Limited. Thereafter, our Company was converted into a private limited company, the word private was incorporated in the name of our Company and consequently, a fresh certificate of incorporation consequent upon change of name dated January 11, 2013 was issued by the RoC recording the change in the name of our Company to Lodha Developers Private Limited. Subsequently, our Company was converted into a public limited company, the word private was struck off from the name of our Company and consequently, a fresh certificate of incorporation dated March 14, 2018 was issued by the RoC consequent upon conversion recording the change of the name of our Company to Lodha Developers Limited. For details of change in the name and registered office of our Company, see History and Certain Corporate Matters on page 155.

Registered office: 412, Floor - 4, 17G, Vardhaman Chamber, Cawasji Patel Road, Horniman Circle, Fort, Mumbai 400 001 Corporate office: Lodha Excelus, L 2, N M Joshi Marg, Mahalaxmi, Mumbai 400 011

Contact Person: Sanjyot Rangnekar, Company Secretary and Compliance Officer; Tel: +91 22 2302 4400; Fax: +91 22 2302 4550 E-mail: [email protected]; Website: www.lodhagroup.com

Corporate Identity Number: U45200MH1995PLC093041

PROMOTERS OF OUR COMPANY: MANGAL PRABHAT LODHA, ABHISHEK MANGAL PRABHAT LODHA, SAMBHAVNATH INFRABUILD AND FARMS PRIVATE LIMITED AND MANGAL PRABHAT LODHA FAMILY DISCRETIONARY TRUST

INITIAL PUBLIC OFFERING OF UP TO [] EQUITY SHARES OF FACE VALUE OF ` 10 EACH (EQUITY SHARES) OF OUR COMPANY FOR CASH AT A PRICE OF ` [] PER EQUITY SHARE, INCLUDING A SHARE PREMIUM OF ` [] PER EQUITY SHARE, AGGREGATING UP TO ` [] MILLION (OFFER) COMPRISING A FRESH ISSUE OF UP TO [] EQUITY SHARES AGGREGATING UP TO ` 37,500 MILLION BY OUR COMPANY (FRESH ISSUE) AND AN OFFER FOR SALE OF UP TO 18,000,000 EQUITY SHARES AGGREGATING UP TO ` [] MILLION (OFFERED SHARES) BY MANGAL PRABHAT LODHA, MANJULA MANGAL PRABHAT LODHA, AND ABHISHEK MANGAL PRABHAT LODHA AS TRUSTEES OF MANGAL PRABHAT LODHA FAMILY DISCRETIONARY TRUST (PROMOTER SELLING SHAREHOLDER, AND SUCH AN OFFER FOR SALE, OFFER FOR SALE). THE OFFER INCLUDES A RESERVATION OF UP TO 450,000 EQUITY SHARES AGGREGATING UP TO ` [] MILLION FOR ELIGIBLE EMPLOYEES (DEFINED HEREINAFTER) (EMPLOYEE RESERVATION PORTION). THE OFFER LESS THE EMPLOYEE RESERVATION PORTION IS REFERRED TO AS THE NET OFFER. THE OFFER AND THE NET OFFER SHALL CONSTITUTE []% AND []% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY, RESPECTIVELY. OUR COMPANY, IN CONSULTATION WITH THE GLOBAL CO-ORDINATORS AND BOOK RUNNING LEAD MANAGERS (GCBRLMS) AND THE BOOK RUNNING LEAD MANAGERS (BRLMS, TOGETHER WITH GCBRLMS, THE MANAGERS), IS CONSIDERING A PRIVATE PLACEMENT OF UP TO 9,500,000 EQUITY SHARES FOR CASH CONSIDERATION AGGREGATING UP TO ` 7,500 MILLION, AT ITS DISCRETION, PRIOR TO FILING OF THE RED HERRING PROSPECTUS WITH THE ROC (PRE-IPO PLACEMENT). IF THE PRE-IPO PLACEMENT IS COMPLETED, THE NUMBER OF EQUITY SHARES ISSUED PURSUANT TO THE PRE-IPO PLACEMENT WILL BE REDUCED FROM THE FRESH ISSUE, SUBJECT TO A MINIMUM NET OFFER SIZE OF 10% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY BEING OFFERED TO THE PUBLIC.THE FACE VALUE OF EQUITY SHARES IS ` 10 EACH. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY AND THE PROMOTER SELLING SHAREHOLDER IN CONSULTATION WITH THE MANAGERS AND WILL BE ADVERTISED IN [] EDITIONS OF [], [] EDITIONS OF [] AND [] EDITIONS OF [] (WHICH ARE WIDELY CIRCULATED ENGLISH NATIONAL DAILY, HINDI NATIONAL DAILY AND MARATHI NEWSPAPERS RESPECTIVELY, MARATHI BEING THE REGIONAL LANGUAGE OF MAHARASHTRA, WHERE OUR REGISTERED OFFICE IS LOCATED) AT LEAST FIVE WORKING DAYS PRIOR TO THE BID / OFFER OPENING DATE AND SHALL BE MADE AVAILABLE TO BSE LIMITED (BSE) AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED (NSE, AND TOGETHER WITH BSE, THE STOCK EXCHANGES) FOR THE PURPOSE OF UPLOADING ON THEIR WEBSITES.

In case of any revision in the Price Band, the Bid / Offer Period will be extended by at least three additional Working Days after such revision in the Price Band, subject to the Bid / Offer Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid / Offer Period, if applicable, will be widely disseminated by notification to the Stock Exchanges, by issuing a press release, and also by indicating the change on the website of the Managers and at the terminals of the Syndicate Members and by intimation to Self-Certified Syndicate Banks (SCSBs) and other Designated Intermediaries, as applicable. In terms of Rule 19(2)(b)(iii) of the Securities Contracts (Regulation) Rules, 1957, as amended (SCRR), the Net Offer shall be for at least 10% of the post-Offer paid-up equity share capital of our Company. The Offer is being made through the Book Building Process, in compliance with Regulation 26(1) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (SEBI ICDR Regulations), wherein 50% of the Net Offer shall be allocated on a proportionate basis to QIBs (QIB Portion), provided that our Company and the Promoter Selling Shareholder, in consultation with the Managers, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis (Anchor Investor Portion), at the Anchor Investor Allocation Price. At least one-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above Anchor Investor Allocation Price. In the event of under-subscription, or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. However, if the aggregate demand from Mutual Funds is less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the remaining Net QIB Portion for proportionate allocation to QIBs. Further, not less than 15% of the Net Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Offer shall be available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. All Bidders, other than Anchor Investors, shall participate in the Offer through an Application Supported by Blocked Amount (ASBA) process providing details of their respective bank account which will be blocked by the Self Certified Syndicate Banks (SCSBs). Anchor Investors are not permitted to participate in the Offer through ASBA Process. For details, see Offer Procedure beginning on page 580.

RISK IN RELATION TO THE FIRST OFFERThis being the first public offer of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is 10 each and the Floor Price is [] times the face value and the Cap Price is [] times the face value. The Offer Price (determined and justified by our Company and the Promoter Selling Shareholder, in consultation with the Managers, as stated under Basis for Offer Price beginning on page 108) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares and / or regarding the price at which the Equity Shares will be traded after listing.

GENERAL RISKSInvestments in equity and equity-related securities involve a degree of risk and investors should not invest in any funds in the Offer unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares have not been recommended or approved by Securities and Exchange Board of India (SEBI), nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of the investors is invited to Risk Factors beginning on page 17.

COMPANYS AND THE PROMOTER SELLING SHAREHOLDERS ABSOLUTE RESPONSIBILITYOur Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the Offer, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Further, the Promoter Selling Shareholder accepts responsibility for and confirms, only to the extent of the information in the statements specifically confirmed or undertaken by it in relation to itself and the Offered Shares that such statements are true and correct in all material aspects and are not misleading in any material respect.

LISTINGThe Equity Shares are proposed to be listed on BSE and NSE. Our Company has received an in-principle approval from BSE and NSE for the listing of the Equity Shares pursuant to letters dated [] and [], respectively. For the purposes of the Offer, the Designated Stock Exchange shall be []. A signed copy of the Red Herring Prospectus and the Prospectus shall be delivered for registration to the RoC in accordance with Section 26(4) of the Companies Act, 2013. For details of the material contracts and documents available for inspection from the date of the Red Herring Prospectus up to the Bid / Offer Closing Date, see Material Contracts and Documents for Inspection on page 630.

GLOBAL CO-ORDINATORS AND BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER

Kotak Mahindra Capital Company Limited 1st Floor, 27 BKC Plot No. 27, G BlockBandra Kurla Complex, Bandra (East)Mumbai 400 051Telephone: +91 22 4336 0000Facsimile: +91 22 6713 2447E-mail: [email protected] Grievance E-mail: [email protected] Person: Ganesh RaneWebsite: www.investmentbank.kotak.comSEBI Registration No.: INM000008704

CLSA India Private Limited8 / F Dalamal HouseNariman Point Mumbai 400 021Telephone: +91 22 6650 5050Facsimile: +91 22 2285 6524 E-mail: [email protected] Grievance E-mail: [email protected] Person: Sarfaraz AgboatwalaWebsite: www.india.clsa.comSEBI Registration No.: INM000010619

JM Financial Limited7th Floor, Cnergy Appasaheb Marathe MargPrabhadevi Mumbai 400 025Telephone: +91 22 6630 3030Facsimile: +91 22 6630 3330E-mail: [email protected] Grievance E-mail: [email protected] Contact Person: Prachee DhuriWebsite: www.jmfl.com SEBI Registration No.: INM000010361

Morgan Stanley India Company Private Limited18F, Tower 2, One Indiabulls Centre841, Senapati Bapat Marg Mumbai 400 013Telephone: +91 22 6118 1000 Facsimile: +91 22 6118 1040 E-mail: [email protected] Grievance E-mail: [email protected] Person: Aala SaifiWebsite: www.morganstanley.com/about-us/globaloffices/indiaSEBI Registration No.: INM000011203

Link Intime India Private Limited C 101, 247 Park L.B.S.Marg Vikhroli (West) Mumbai 400 083 Telephone: +91 22 49186200 Facscimile: +91 22 49186195 E-mail: [email protected] Grievance E-mail: [email protected] Person: Shanti Gopalkrishnan Website: www.linkintime.co.in SEBI Registration No.: INR000004058

BOOK RUNNING LEAD MANAGERS

BOB Capital Markets Limited1704, B Wing, 17th FloorParinee Crescenzo Plot No.C- 38/39, G Block Bandra Kurla Complex, Bandra East Mumbai 400 051Telephone: +91 22 61389300Facsimile: +91 22 26524518E-mail: [email protected] Grievance E-mail: [email protected] Person: Nivedika Chavan / Aarti RathiWebsite: www.bobcaps.inSEBI Registration No.: INM000009926

Edelweiss Financial Services Limited(1) 14th Floor, Edelweiss HouseOff. C.S.T. Road Kalina Mumbai 400 098Telephone: +91 22 4009 4400Facsimile: +91 22 4086 3610E-mail: [email protected] Grievance E-mail: [email protected] Person: Shubham Mehta/ Aditya MenonWebsite: www.edelweissfin.comSEBI Registration No.: INM0000010650

HDFC Bank Limited(1) Investment Banking Group Unit No 401& 402, 4th floorTower B, Peninsula Business Park Lower Parel Mumbai 400 013 Telephone: +91 22 3395 8001 Facsimile: +91 22 3078 8584 E-mail [email protected] Investor Grievance E-mail: [email protected] Contact Person: Rakesh Bhunatar / Sakshi JainWebsite: www.hdfcbank.com SEBI Registration No.: INM000011252

ICICI Securities LimitedICICI Centre, H.T. Parekh MargChurchgate Mumbai 400 020Telephone: +91 22 2288 2460Facsimile: +91 22 2282 6580E-mail: [email protected] Investor Grievance E-mail:[email protected] Person: Shekher Asnani/ Vishal KanjaniWebsite: www.icicisecurities.comSEBI Registration No.: INM000011179

IIFL Holdings Limited10th Floor, IIFL Centre, Kamala City Senapati Bapat MargLower Parel (West) Mumbai 400 013Telephone: +91 22 4646 4600Facsimile: +91 22 2493 1073E-mail: [email protected] Grievance E-mail: [email protected] Person: Nishita Mody/Pranay DoshiWebsite: www.iiflcap.comSEBI Registration No.: INM000010940

UBS Securities India Private Limited2/F, 2 North Avenue Maker Maxity Bandra Kurla Complex Bandra (East) Mumbai 400 051Telephone: +91 22 6155 6000Facsimile: +91 22 6155 6292Email: [email protected] Grievance E-mail: [email protected] Person: Vibhor GuptaWebsite: www.ubs.com/indianoffersSEBI Registration No.: INM000010809

YES Securities (India) LimitedIFC, Tower 1&2, Unit No. 602 A, 6th Floor, Senapati Bapat MargElphinstone (West) Mumbai 400 013Telephone: +91 22 3012 6919Facsimile: +91 22 2421 4508E-mail: [email protected] Grievance E-mail: [email protected] Person: Mukesh Garg / Pratik PednekarWebsite: www.yesinvest.inSEBI Registration No.: INM000012227

BID / OFFER PROGRAMMEBID / OFFER OPENS ON [](2)BID / OFFER CLOSES ON [](3)

(1) In compliance with the proviso to Regulation 21A(1) of the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, as amended, read with proviso to Regulation 5(3) of the SEBI ICDR Regulations, Edelweiss Financial Services Limited and HDFC Bank Limited will be involved only in marketing of the Offer.

(2) Our Company and the Promoter Selling Shareholder may, in consultation with the Managers, consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid / Offer Period shall be one Working Day prior to the Bid / Offer Opening Date.

(3) Our Company and the Promoter Selling Shareholder may, in consultation with the Managers, consider closing the Bid / Offer Period for QIBs one Working Day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations.

mailto:[email protected]:[email protected]:[email protected]://www.linkintime.co.in/mailto:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]://www.google.co.in/url?sa=i&rct=j&q=&esrc=s&source=images&cd=&cad=rja&uact=8&ved=0ahUKEwjpn-mZv7vYAhVMPo8KHSZyCFAQjRwIBw&url=http://www.jagaha.com/blog/2017/02/build-lease-a-plan-by-lodha-developers-for-commercial-properties-in-mumbai/&psig=AOvVaw0Z5LcLkPnKd_9zZjUMVM2x&ust=1515057499357670

TABLE OF CONTENTS

SECTION I: GENERAL ........................................................................................................................................................... 1

DEFINITIONS AND ABBREVIATIONS .............................................................................................................................. 1 CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY

OF PRESENTATION ............................................................................................................................................................ 14 FORWARD-LOOKING STATEMENTS ............................................................................................................................. 16

SECTION II: RISK FACTORS ............................................................................................................................................. 17

SECTION III: INTRODUCTION .......................................................................................................................................... 40

SUMMARY OF INDUSTRY ................................................................................................................................................ 40 SUMMARY OF OUR BUSINESS ........................................................................................................................................ 44 SUMMARY OF FINANCIAL INFORMATION .................................................................................................................. 50 THE OFFER .......................................................................................................................................................................... 71 GENERAL INFORMATION ................................................................................................................................................ 73 CAPITAL STRUCTURE ...................................................................................................................................................... 82 OBJECTS OF THE OFFER ................................................................................................................................................. 100 BASIS FOR OFFER PRICE ................................................................................................................................................ 108 STATEMENT OF TAX BENEFITS ................................................................................................................................... 112

SECTION IV: ABOUT OUR COMPANY .......................................................................................................................... 115

INDUSTRY OVERVIEW ................................................................................................................................................... 115 OUR BUSINESS ................................................................................................................................................................. 130 REGULATIONS AND POLICIES ...................................................................................................................................... 149 HISTORY AND CERTAIN CORPORATE MATTERS ..................................................................................................... 155 OUR SUBSIDIARIES AND ASSOCIATES ....................................................................................................................... 162 OUR MANAGEMENT ....................................................................................................................................................... 191 OUR PROMOTERS AND PROMOTER GROUP .............................................................................................................. 207 OUR GROUP COMPANIES ............................................................................................................................................... 213 RELATED PARTY TRANSACTIONS .............................................................................................................................. 225 DIVIDEND POLICY ........................................................................................................................................................... 226

SECTION V: FINANCIAL INFORMATION .................................................................................................................... 227

FINANCIAL INDEBTEDNESS ......................................................................................................................................... 227 FINANCIAL STATEMENTS ............................................................................................................................................. 230 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

............................................................................................................................................................................................. 501

SECTION VI: LEGAL AND OTHER INFORMATION .................................................................................................. 524

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS .......................................................................... 524 GOVERNMENT AND OTHER APPROVALS .................................................................................................................. 542 OTHER REGULATORY AND STATUTORY DISCLOSURES ....................................................................................... 547

SECTION VII: OFFER INFORMATION .......................................................................................................................... 572

TERMS OF THE OFFER .................................................................................................................................................... 572 OFFER STRUCTURE ......................................................................................................................................................... 576 OFFER PROCEDURE ........................................................................................................................................................ 580 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ..................................................................... 622

SECTION VIII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION ................................................................. 624

SECTION IX: OTHER INFORMATION ........................................................................................................................... 630

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ............................................................................. 630 DECLARATION ................................................................................................................................................................. 632

1

SECTION I: GENERAL

DEFINITIONS AND ABBREVIATIONS

This Draft Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or

implies, shall have the meaning as provided below. References to any legislation, act, regulation, rule, guideline or policy shall

be to such legislation, act, regulation, rule, guideline or policy as amended from time to time. In case of any inconsistency

between the definitions given below and the definitions contained in the General Information Document (as defined below), the

definitions given below shall prevail.

General Terms

Term Description

our Company / the Company /

the Issuer

Lodha Developers Limited, a public limited company incorporated under the Companies

Act, 1956 and having its registered office at 412, Floor - 4, 17G, Vardhaman Chamber,

Cawasji Patel Road, Horniman Circle, Fort, Mumbai 400 001

We / us / our Unless the context otherwise indicates or implies, refers to our Company together with

our Subsidiaries and Associates

Company and Promoter Selling Shareholder Related Terms

Term Description

Articles of Association / AoA Articles of association of our Company as amended from time to time

Associates Kora Constructions Private Limited and Lodha Developers Jersey 1 Holdings Limited

Auditor / Statutory Auditor Statutory auditor of our Company, namely, MSKA & Associates, Chartered Accountants

(formerly known as MZSK & Associates)

Board / Board of Directors Board of Directors of our Company including any duly constituted committee thereof

Consolidated Proforma Financial

Statements

The proforma financial statements of our Company, comprising the consolidated proforma

balance sheet as at December 31, 2017 and March 31, 2017, the consolidated proforma

statement of profit and loss for the nine months ended December 31, 2017 and for the year

ended March 31, 2017, read with the notes to the consolidated proforma financial

statements, prepared in accordance with the requirements of paragraph 23 of item (IX)(B)

of Schedule VIII(Part A)(2) of the SEBI ICDR Regulations to reflect the impact of

significant acquisitions made subsequent to Fiscal 2017

Corporate Office Corporate office of our Company situated at Lodha Excelus, L 2, N M Joshi Marg,

Mahalaxmi, Mumbai 400 011

CSR Committee Corporate Social Responsibility Committee

Director(s) Director(s) of our Company

Equity Shares Equity shares of our Company of face value of 10 each

ESOP Scheme 2009 Lodha Developers Limited Employee Stock Option Plan 2009

ESOP Scheme 2018 Lodha Developers Limited Employee Stock Option Plan 2018

Executive Directors Executive directors of our Company, namely, Abhishek Mangal Prabhat Lodha and

Rajendra Narpatmal Lodha

Group Companies Companies as identified in Our Group Companies on page 213

Independent Directors Independent directors of our Company, namely, Mukund Manohar Chitale, Berjis Minoo

Desai and Shyamala Gopinath. For details, see Our Management beginning on page 191

Key Management Personnel Key management / managerial personnel of our Company in terms of Regulation 2(1)(s)

of the SEBI ICDR Regulations and Section 2(51) of the Companies Act, 2013 and as

disclosed in Our Management on pages 199 to 201

NRC Committee Nomination and Remuneration Committee

Managing Director and CEO Abhishek Mangal Prabhat Lodha

MPL Trustees Mangal Prabhat Lodha, Manjula Mangal Prabhat Lodha, and Abhishek Mangal Prabhat

Lodha as trustees of Mangal Prabhat Lodha Family Discretionary Trust

Memorandum of Association /

MoA

Memorandum of association of our Company as amended from time to time

Preference Shares Preference shares of our Company of face value of 10 each

2

Term Description

Promoters Promoters of our Company, namely, Mangal Prabhat Lodha, Abhishek Mangal Prabhat

Lodha, Sambhavnath Infrabuild (as defined hereinafter) and Mangal Prabhat Lodha

Family Discretionary Trust. For details, see Our Promoters and Promoter Group

beginning on page 207

Promoter Group Persons and entities constituting the promoter group of our Company in terms of

Regulation 2(1)(zb) of the SEBI ICDR Regulations. For details, see Our Promoters and

Promoter Group beginning on page 210

Promoter Selling Shareholder Mangal Prabhat Lodha, Manjula Mangal Prabhat Lodha, and Abhishek Mangal Prabhat

Lodha as trustees of Mangal Prabhat Lodha Family Discretionary Trust

Registered Office Registered office of our Company, situated at 412, Floor - 4, 17G, Vardhaman Chamber,

Cawasji Patel Road, Horniman Circle, Fort, Mumbai 400 001

Registrar of Companies / RoC Registrar of Companies, Maharashtra situated at Mumbai

Restated Consolidated Financial

Statements

Restated consolidated financial statements of our Company as at and for nine months

ended December 31, 2017 and December 31, 2016 and as at and for the Fiscals 2017, 2016

and 2015 prepared in accordance with Ind AS and for Fiscals 2014 and 2013 prepared in

accordance with Indian GAAP and examined by the Auditor in accordance with the

requirements of Section 26(1)(b) of the Companies Act, 2013 read with Rule 4 to 6 of the

Companies (Prospectus and Allotment of Securities) Rules, 2014, and relevant provisions

of the SEBI ICDR Regulations

Restated Consolidated IND AS

Financial Information

Restated consolidated financial statements of our Company as at and for nine months

ended December 31, 2017 and December 31, 2016 and as at and for the Fiscals 2017, 2016

and 2015 prepared in accordance with Ind AS

Restated Consolidated Previous

GAAP Financial Information

Restated consolidated financial statements of our Company for Fiscals 2014 and 2013

prepared in accordance with Indian GAAP

Restated Financial Statements Restated Consolidated Financial Statements and Restated Standalone Financial

Statements

Restated Standalone IND AS

Financial Information

Restated standalone financial statements of our Company as at and for nine months ended

December 31, 2017 and December 31, 2016 and as at and for the Fiscals 2017, 2016 and

2015 prepared in accordance with Ind AS

Restated Standalone Previous

GAAP Financial Information

Restated standalone financial statements of our Company for Fiscals 2014 and 2013

prepared in accordance with Indian GAAP

Restated Standalone Financial

Statements

Restated standalone financial statements of our Company as at and for nine months ended

December 31, 2017 and December 31, 2016 and as at and for the Fiscals 2017, 2016 and

2015 prepared in accordance with Ind AS and for Fiscals 2014 and 2013 prepared in

accordance with Indian GAAP and examined by the Auditor in accordance with the

requirements of Section 26(1)(b) of the Companies Act, 2013 read with Rule 4 to 6 of the

Companies (Prospectus and Allotment of Securities) Rules, 2014, and relevant provisions

of the SEBI ICDR Regulations

Sambhavnath Infrabuild Sambhavnath Infrabuild and Farms Private Limited

Shareholders Shareholders of our Company from time to time

Subsidiaries Aanant Developers Private Limited, Adinath Builders Private Limited, Ajitnath Hi-Tech

Builders Private Limited, Anantnath Constructions and Farms Private Limited, Arihant

Premises Private Limited, Bellissimo Developers Thane Private Limited, Bellissimo Land

Dwellers Limited, Bellissimo Mahavir Associates Dwellers Private Limited, Bellissimo

Vivek Enterprises Dwellers Private Limited, Cowtown Infotech Services Private Limited,

Dalhousie Leasing and Financial Services Private Limited, Hi-class Buildcon Private

Limited, Holland Park Residences Holdings Limited, Hotel Rahat Palace Private Limited,

Lodha Buildcon Private Limited, Lodha Developers 1GSQ Holdings Limited, Lodha

Developers 1GSQ Limited, Lodha Developers 48CS Limited, Lodha Developers Dorset

Close Limited, Lodha Developers International (Jersey) III Limited, Lodha Developers

International Limited, Lodha Developers International (Netherlands) B.V, Lodha

Developers U.S., Inc., Lodha Developers UK Limited, Lodha Elevation Buildcon Private

Limited, Lodha Fincorp Distribution Services LLP, Lodha Impression Real Estate Private

Limited, Mandip Finserve Private Limited, Muzcovite Constructions Private Limited,

Nabhiraja Software Design Private Limited, National Standard (India) Limited, Odeon

Theatres and Properties Private Limited, Palava Dwellers Private Limited, Palava City

Management Private Limited, Roselabs Finance Limited, Sanathnagar Enterprises

Limited, Shree Sainath Enterprises Construction and Developers Private Limited,

3

Term Description

Shreeniwas Cotton Mills Limited, Shri Kaiilas Properties & Agrofarms Private Limited,

Siddhnath Residential Paradise Private Limited, Simtools Private Limited, Sitaldas Estate

Private Limited, Sumangla Developers and Farms Private Limited, Suryoday Buildwell

and Farms Private Limited and Suvidhinath Buildtech Private Limited.

Whole-time Director Whole-time director of our Company, namely, Rajendra Narpatmal Lodha

Offer Related Terms

Term Description

Acknowledgement Slip The slip or document issued by the relevant Designated Intermediary to a Bidder as proof

of registration of the Bid cum Application Form

Allot / Allotment / Allotted Unless the context otherwise requires, allotment of the Equity Shares pursuant to the Fresh

Issue and transfer of the Offered Shares by the Promoter Selling Shareholder pursuant to

the Offer for Sale to the successful Bidders

Allotment Advice A note or advice or intimation of Allotment sent to the successful Bidders who have been

or are to be Allotted the Equity Shares after the Basis of Allotment has been approved by

the Designated Stock Exchange

Allottee A successful Bidder to whom the Equity Shares are Allotted

Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion in accordance

with the requirements specified in the SEBI ICDR Regulations and the Red Herring

Prospectus and who has Bid for an amount of atleast 100 million

Anchor Investor Allocation Price The price at which Equity Shares will be allocated to the Anchor Investors in terms of the

Red Herring Prospectus and the Prospectus, which will be decided by our Company and

the Promoter Selling Shareholder, in consultation with the Managers

Anchor Investor Application

Form

The form used by an Anchor Investor to make a Bid in the Anchor Investor Portion and

which will be considered as an application for Allotment in terms of the Red Herring

Prospectus and the Prospectus

Anchor Investor Bid / Offer

Period

One Working Day prior to the Bid / Offer Opening Date, on which Bids by Anchor

Investors shall be submitted and allocation to Anchor Investors shall be completed

Anchor Investor Offer Price The final price at which the Equity Shares will be Allotted to the Anchor Investors in terms

of the Red Herring Prospectus and the Prospectus, which price will be equal to or higher

than the Offer Price but not higher than the Cap Price

The Anchor Investor Offer Price will be decided by our Company and the Promoter Selling

Shareholder, in consultation with the Managers

Anchor Investor Portion Up to 60% of the QIB Portion which may be allocated by our Company and the Promoter

Selling Shareholder, in consultation with the Managers, to the Anchor Investors on a

discretionary basis in accordance with the SEBI ICDR Regulations

One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds,

subject to valid Bids being received from domestic Mutual Funds at or above the Anchor

Investor Allocation Price

Application Supported by

Blocked Amount or ASBA

An application, whether physical or electronic, used by ASBA Bidders to make a Bid and

authorising an SCSB to block the Bid Amount in the relevant ASBA Account

ASBA Account A bank account maintained with an SCSB and specified in the ASBA Form submitted by

ASBA Bidders for blocking the Bid Amount mentioned in the ASBA Form

ASBA Bid A Bid made by an ASBA Bidder

ASBA Bidders All Bidders except Anchor Investors

ASBA Form An application form, whether physical or electronic, used by ASBA Bidders to submit

Bids, which will be considered as the application for Allotment in terms of the Red Herring

Prospectus and the Prospectus

Banker(s) to the Offer Escrow Collection Bank, Refund Bank and Public Offer Bank

Basis of Allotment The basis on which Equity Shares will be Allotted to successful Bidders under the Offer

and which is described in Offer Procedure beginning on page 580

Bid An indication to make an offer during the Bid / Offer Period by a Bidder (other than an

Anchor Investor) pursuant to submission of the ASBA Form, or during the Anchor Investor

Bid / Offer Period by the Anchor Investor, pursuant to submission of the Anchor Investor

4

Term Description

Application Form, to purchase the Equity Shares at a price within the Price Band, including

all revisions and modifications thereto as permitted under the SEBI ICDR Regulations in

terms of the Red Herring Prospectus and Prospectus

The term Bidding shall be construed accordingly

Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form and payable

by the Anchor Investor or blocked in the ASBA Account of the ASBA Bidders, as the case

may be, upon submission of the Bid in the Offer

However, Eligible Employees applying in the Employee Reservation Portion, subject to

the Bid Amount being up to 200,000, can apply at the Cut-Off Price and the Bid amount shall be Cap Price multiplied by the number of Equity Shares Bid for by such Eligible

Employee and mentioned in the Bid cum Application Form. The maximum Bid Amount

under the Employee Reservation Portion by an Eligible Employee shall not exceed 500,000 on a net basis. However, the initial Allotment to an Eligible Employee in the

Employee Reservation Portion shall not exceed 200,000. Only in the event of an under-subscription in the Employee Reservation Portion post the initial allotment, such

unsubscribed portion may be Allotted on a proportionate basis to Eligible Employees

Bidding in the Employee Reservation Portion, for a value in excess of 200,000, subject

to the total Allotment to an Eligible Employee not exceeding 500,000

Bid cum Application Form The Anchor Investor Application Form or the ASBA Form, as the context requires

Bid Lot [] Equity Shares and in multiples of [] Equity Shares thereafter

Bid / Offer Closing Date Except in relation to any Bids received from the Anchor Investors, the date after which the

Designated Intermediaries will not accept any Bids, being []. Our Company and the

Promoter Selling Shareholder may, in consultation with the Managers, consider closing the

Bid / Offer Period for QIBs one Working Day prior to the Bid / Offer Closing Date in

accordance with the SEBI ICDR Regulations and in case of any revision, the extended Bid

/ Offer Closing Date shall also be notified on the website of the Managers and at the

terminals of the Syndicate Members

Bid / Offer Opening Date Except in relation to any Bids received from the Anchor Investors, the date on which the

Designated Intermediaries shall start accepting Bids, being [] and in case of any revision,

the extended Bid / Offer Opening Date shall also be notified on the website of the Managers

and at the terminals of the Syndicate Members

Bid / Offer Period Except in relation to Anchor Investors, the period between the Bid / Offer Opening Date

and the Bid / Offer Closing Date, inclusive of both days, during which Bidders can submit

their Bids, including any revisions thereof

Bidder Any prospective investor who makes a Bid pursuant to the terms of the Red Herring

Prospectus and the Bid cum Application Form and unless otherwise stated or implied,

includes an Anchor Investor

Bidding Centres The centres at which the Designated Intermediaries shall accept the Bid cum Application

Forms, i.e., Designated Branches for SCSBs, Specified Locations for the Syndicate, Broker

Centres for Registered Brokers, Designated RTA Locations for RTAs and Designated CDP

Locations for CDPs

Book Building Process Book building process, as provided in Schedule XI of the SEBI ICDR Regulations, in terms

of which the Offer is being made

Book Running Lead Managers /

BRLMs

The book running lead managers to the Offer, namely, BOB Capital Markets Limited,

Edelweiss Financial Services Limited, HDFC Bank Limited, ICICI Securties Limited, IIFL

Holdings Limited, UBS Securities India Private Limited and YES Securities (India)

Limited

Broker Centres The broker centres notified by the Stock Exchanges where Bidders can submit the ASBA

Forms to a Registered Broker

The details of such Broker Centres, along with the names and the contact details of the

Registered Brokers are available on the websites of the Stock Exchanges

(www.bseindia.com and www.nseindia.com)

CAN / Confirmation of

Allocation Note

A notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who

have been allocated Equity Shares, after the Anchor Investor Bid / Offer Period

5

Term Description

Cap Price The higher end of the Price Band, subject to any revisions thereto, above which the Offer

Price and Anchor Investor Offer Price will not be finalised and above which no Bids will

be accepted

Cash Escrow Agreement The cash escrow agreement to be entered into among our Company, the Promoter Selling

Shareholder, the Managers, the Registrar to the Offer, the Banker(s) to the Offer and the

Syndicate Members for inter alia, collection of the Bid Amounts from the Anchor

Investors and where applicable, refunds of the amounts collected from the Anchor

Investors, on the terms and conditions thereof

CDP / Collecting Depository

Participant

A depository participant as defined under the Depositories Act, 1996, registered with SEBI

and who is eligible to procure Bids at the Designated CDP Locations in terms of circular

number CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI

Client ID The client identification number maintained with one of the Depositories in relation to

demat account

Cut-off Price The Offer Price finalised by our Company and the Promoter Selling Shareholder, in

consultation with the Managers

Only Retail Individual Bidders and Eligible Employees under the Employee Reservation

Portion (subject to the Bid Amount being up to 200,000) are entitled to Bid at the Cut-

off Price. Eligible Employees applying for the Bid Amount above 200,000 under the Employee Reservation Portion and QIBs (including Anchor Investors) and Non-

Institutional Investors, are not entitled to Bid at the Cut-off Price

Demographic Details Details of the Bidders including the Bidders address, name of the Bidders father /

husband, investor status, occupation and bank account details

Designated Branches Such branches of the SCSBs which shall collect the ASBA Forms, a list of which is

available on the website of SEBI at

http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, or at such

other website as may be prescribed by SEBI from time to time

Designated CDP Locations Such locations of the CDPs where ASBA Bidders can submit the ASBA Forms

The details of such Designated CDP Locations, along with names and contact details of

the CDPs eligible to accept ASBA Forms are available on the websites of the Stock

Exchanges (www.bseindia.com and www.nseindia.com)

Designated Date The date on which the Escrow Collection Bank(s) transfer funds from the Escrow Account

to the Public Offer Account or the Refund Account, as the case may be, and the instructions

are issued for the transfer of amounts blocked by the SCSBs in the ASBA Accounts to the

Public Offer Account or the Refund Account, as the case may be, in terms of the Red

Herring Prospectus following which Equity Shares will be Alloted in the Offer

Designated Intermediaries The members of the Syndicate, Sub-Syndicate members / Agents, SCSBs, Registered

Brokers, CDPs and RTAs, who are authorised to collect Bid cum Application Forms from

the Bidders, in relation to the Offer

Designated RTA Locations Such locations of the RTAs where Bidders can submit the ASBA Forms to RTAs

The details of such Designated RTA Locations, along with names and contact details of

the RTAs eligible to accept ASBA Forms are available on the websites of the Stock

Exchanges (www.bseindia.com and www.nseindia.com)

Designated Stock Exchange []

Draft Red Herring Prospectus or

DRHP

This draft red herring prospectus dated April 26, 2018, issued in accordance with the SEBI

ICDR Regulations, which does not contain complete particulars of the price at which the

Equity Shares will be Allotted and the size of the Offer

Eligible NRI(s) NRI(s) from jurisdictions outside India where it is not unlawful to make an offer or

invitation under the Offer and in relation to whom the Bid cum Application Form and the

Red Herring Prospectus will constitute an invitation to purchase the Equity Shares

Eligible Employee All or any of the following:

(a) A permanent and full-time employee of our Company or Subsidiaries, as on the date of filing of the Red Herring Prospectus with the RoC and who continues to

be a permanent and full-time employee until the submission of the ASBA Form

and is based, working and present in India as on the date of submission of the

ASBA Form; or

http://www.bseindia.com/http://www.nseindia.com/http://www.bseindia.com/http://www.nseindia.com/

6

Term Description

(b) a Director of our Company, whether a whole-time Director or otherwise, (excluding our Promoter and Promoter Group and other Directors not eligible to

invest in the Offer under applicable laws, rules, regulations and guidelines) as of

the date of filing of the Red Herring Prospectus with the RoC and who continues

to be a Director until submission of the ASBA Form and is based, working and

present in India as on the date of submission of the ASBA Form.

Employee Reservation Portion The portion of the Offer being up to 450,000 Equity Shares aggregating to [] million,

available for allocation to Eligible Employees, on a proportionate basis

Escrow Account(s) The account(s) to be opened with the Escrow Collection Bank and in whose favour the

Anchor Investors will transfer money through NEFT / RTGS / direct credit in respect of

the Bid Amount when submitting a Bid

Escrow Collection Bank(s) Bank(s) which is a clearing member and registered with SEBI as a banker to an issue under

the SEBI BTI Regulations and with whom the Escrow Account will be opened, in this case

being []

First / Sole Bidder The Bidder whose name shall be mentioned in the Bid cum Application Form or the

Revision Form and in case of joint Bids, whose name shall also appear as the first holder

of the beneficiary account held in joint names

Floor Price The lower end of the Price Band, subject to any revision(s) thereto, at or above which the

Offer Price and the Anchor Investor Offer Price will be finalised and below which no Bids

will be accepted

Fresh Issue The fresh issue of up to [] Equity Shares aggregating up to 37,500 million by our Company.

Our Company, in consultation with the Managers, is considering a Pre-IPO Placement of

up to 9,500,000 Equity Shares for cash consideration aggregating up to 7,500 million, at

its discretion, prior to filing of the Red Herring Prospectus with the RoC. If the Pre-IPO

Placement is completed, the number of Equity Shares issued pursuant to the Pre-IPO

Placement will be reduced from the Fresh Issue, subject to a minimum Net Offer size of

10% of the post-Offer paid-up Equity Share capital of our Company being offered to the

public

General Information Document /

GID

The General Information Document for investing in public issues, prepared and issued in

accordance with the circular (CIR/CFD/DIL/12/2013) dated October 23, 2013 notified by

SEBI, suitably modified and updated pursuant to, among others, the circular

(CIR/CFD/POLICYCELL/11/2015) dated November 10, 2015, the circular

(CIR/CFD/DIL/1/2016) dated January 1, 2016, the circular

(SEBI/HO/CFD/DIL/CIR/P/2016/26) dated January 21, 2016 and the circular

(SEBI/HO/CFD/DIL2/CIR/P/2018/22) dated February 15, 2018 included in Offer

Procedure beginning on page 580

Global Co-ordinators and Book

Running Lead Managers /

GCBRLMs

The global co-ordinators and book running lead managers to the Offer, namely, Kotak

Mahindra Capital Company Limited, CLSA India Private Limited, JM Financial Limited

and Morgan Stanley India Company Private Limited

Managers Global Co-ordinators and Book Running Lead Managers and Book Running Lead

Managers

Maximum RIB Allottees The maximum number of RIBs who can be allotted the minimum Bid Lot. This is

computed by dividing the total number of Equity Shares available for Allotment to RIBs

by the minimum Bid Lot

Mutual Fund Portion 5% of the Net QIB Portion or [] Equity Shares which shall be available for allocation to

Mutual Funds only, on a proportionate basis subject to valid bids received at or above the

Offer Price.

Mutual Funds Mutual funds registered with SEBI under the Securities and Exchange Board of India

(Mutual Funds) Regulations, 1996

Net Offer The Offer less the Employee Reservation Portion

Net QIB Portion The portion of the QIB Portion less the number of Equity Shares Allotted to the Anchor

Investors

Non-Institutional Bidders / NIBs Bidders that are not QIBs or Retail Individual Bidders and who have Bid for Equity Shares

for an amount of more than 200,000 (but not including NRIs other than Eligible NRIs)

7

Term Description

Non-Institutional Portion The portion of the Net Offer being not less than 15% of the Net Offer consisting of []

Equity Shares which shall be available for allocation on a proportionate basis to Non-

Institutional Bidders, subject to valid Bids being received at or above the Offer Price

Non-Resident A person resident outside India, as defined under FEMA and includes NRIs, FVCIs and

FPIs

Non-Resident Indians A non-resident Indian as defined under the FEMA Regulations

Offer The initial public offer of up to [] Equity Shares of face value of 10 each for cash at a

price of [] each, aggregating up to [] million, comprising:

(i) the Fresh Issue of up to [] Equity Shares aggregating upto 37,500 million

(ii) Offer for Sale of up to 18,000,000 Equity Shares aggregating upto [] million by the Promoter Selling Shareholder

The Offer comprises the Net Offer and Employee Reservation Portion

Offer Agreement The offer agreement dated April 26, 2018 among our Company, the Promoter Selling

Shareholder and the Managers, pursuant to which certain arrangements are agreed to in

relation to the Offer

Offer for Sale The offer for sale of up to 18,000,000 equity shares by the Promoter Selling Shareholder

aggregating up to [] million at the Offer Price in terms of the Red Herring Prospectus

Offer Price The final price at which Equity Shares will be Allotted to ASBA Bidders in terms of the

Red Herring Prospectus. Equity Shares will be Allotted to Anchor Investors at the Anchor

Investor Offer Price in terms of the Red Herring Prospectus and the Prospectus. The Offer

Price will be decided by our Company and the Promoter Selling Shareholder in

consultation with the Managers on the Pricing Date in accordance with the Book-building

Process and the Red Herring Prospectus

Offered Shares Up to 18,000,000 Offered Shares aggregating up to [] million offered by the Promoter Selling Shareholder in the Offer

Pre-IPO Placement The private placement of up to 9,500,000 Equity Shares for cash consideration aggregating

up to 7,500 million which may be undertaken by our Company, in consultation with the Managers, at its discretion in favour of such investors as permissible under applicable laws,

to be completed prior to filing the Red Herring Prospectus with the RoC and the details of

which, if completed, will be included in the Red Herring Prospectus. If the Pre-IPO

Placement is completed, the number of Equity Shares issued pursuant to the Pre-IPO

Placement will be reduced from the Fresh Issue, subject to a minimum Net Offer size of

10% of the post-Offer paid-up Equity Share capital of our Company being offered to the

public

Price Band The price band of a minimum price of [] per Equity Shares (Floor Price) and the

maximum price of [] per Equity Shares (Cap Price) including revision(s) thereof

The price band and the minimum bid lot will be decided by our Company and the Promoter

Selling Shareholder in consultation with the Managers and will be advertised at least five

Working Days prior to the Bid / Offer Opening Date, in [] edition of the English national

daily newspaper [], [] edition of the Hindi national daily newspaper [] and [] edition

of the Marathi newspaper [] (Marathi being the regional language of Maharashtra, where

the Registered Office is located), each with wide circulation.

Pricing Date The date on which our Company and the Promoter Selling Shareholder in consultation with

the Managers, will finalise the Offer Price

Prospectus The prospectus to be filed with the RoC on or after the Pricing Date in accordance with

Section 26 of the Companies Act, 2013 and the SEBI ICDR Regulations containing, inter

alia, the Offer Price that is determined at the end of the Book Building Process, the size of

the Offer and certain other information including any addenda or corrigenda thereto

Public Offer Account The account to be opened, in accordance with Section 40(3) of the Companies Act, 2013,

with the Public Offer Bank to receive monies from the Escrow Account(s) and the ASBA

Accounts on the Designated Date

Public Offer Bank The bank with whom the Public Offer Account for collection of Bid Amounts from Escrow

Accounts and ASBA Accounts will be opened, in this case being []

QIB Portion The portion of the Net Offer (including the Anchor Investor Portion) being 50% of the Net

Offer or [] Equity Shares which shall be allocated to QIBs (including Anchor Investors)

8

Term Description

Our Company and the Promoter Selling Shareholder, in consultation with the Managers,

may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis

QIBs / Qualified Institutional

Buyers

The qualified institutional buyers as defined under Regulation 2(1)(zd) of the SEBI ICDR

Regulations

QIB Bidders QIBs who Bid in the Offer

Red Herring Prospectus / RHP The red herring prospectus to be issued in accordance with Section 32 of the Companies

Act, 2013, and the provisions of the SEBI ICDR Regulations, which will not have complete

particulars of the price at which the Equity Shares will be offered and the size of the Offer,

including any addenda or corrigenda thereto

Refund Account The account to be opened with the Refund Bank, from which refunds, if any, of the whole

or part of the Bid Amount to the Anchor Investors shall be made

Refund Bank []

Registered Brokers The stock brokers registered with the SEBI and stock exchanges having nationwide

terminals, other than the Members of the Syndicate and eligible to procure Bids in terms

of circular number CIR/CFD/14/2012 dated October 4, 2012 issued by SEBI

Registrar Agreement The registrar agreement dated April 26, 2018 entered into among our Company, the

Promoter Selling Shareholder and the Registrar to the Offer, in relation to the

responsibilities and obligations of the Registrar to the Offer pertaining to the Offer

Registrar to the Offer / Registrar Link Intime India Private Limited

Retail Individual Bidder(s) /

Retail Individual Investor(s) /

RII(s) / RIB(s)

Resident Indian individual Bidders submitting Bids, who have Bid for the Equity Shares

for an amount not more than 200,000 in any of the bidding options in the Offer (including HUFs applying through their Karta) and does not include Non-Resident Indians other than

Eligible NRIs

Retail Portion The portion of the Net Offer being not less than 35% of the Net Offer or [] Equity Shares

which shall be available for allocation to Retail Individual Bidders in accordance with the

SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price

Revision Form The form used by Bidders to modify the quantity of the Equity Shares or the Bid Amount

in any of their Bid cum Application Forms or any previous Revision Form(s)

QIB Bidders and Non-Institutional Bidders are not allowed to withdraw or lower their Bids

(in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail Individual

Bidders and Eligible Employees, who are Retail Individual bidders, can revise their Bids

during the Bid / Offer Period and withdraw their Bids until Bid / Offer Closing Date

RTAs / Registrar and Share

Transfer Agents

The registrar and share transfer agents registered with SEBI and eligible to procure Bids at

the Designated RTA Locations in terms of circular number

CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI

Self Certified Syndicate Bank(s)

or SCSB(s)

The Banks registered with SEBI, offering services in relation to ASBA, a list of which is

available on the website of SEBI at

https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes or such other

website as updated from time to time

Share Escrow Agent The share escrow agent to be appointed pursuant to the Share Escrow Agreement

Share Escrow Agreement The share escrow agreement to be entered into among our Company, the Promoter Selling

Shareholder and the Share Escrow Agent in connection with the transfer of Equity Shares

under the Offer by the Promoter Selling Shareholder and credit of such Equity Shares to

the demat accounts of the Allottees in accordance with the Basis of Allotment

Specified Locations The Bidding centres where the Syndicate shall accept Bid cum Application Forms

Syndicate / Members of the

Syndicate

The Managers and the Syndicate Members

Syndicate Agreement The syndicate agreement to be entered into among our Company, the Promoter Selling

Shareholder, the Managers and the Syndicate Members in relation to collection of Bid cum

Application Forms by the Syndicate

Syndicate Members The intermediaries registered with SEBI who are permitted to carry out activities as an

underwriter, namely, []

Underwriters []

https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes

9

Term Description

Underwriting Agreement The underwriting agreement to be entered into among our Company, the Promoter Selling

Shareholder and the Underwriters, on or after the Pricing Date, but prior to filing the

Prospectus with the RoC

Wilful Defaulter An entity or person categorised as a wilful defaulter by any bank or financial institution or

consortium thereof, in terms of regulation 2(1)(zn) of the SEBI ICDR Regulations

Working Day All days, excluding second and fourth Saturdays of the month, Sundays and public

holidays, on which commercial banks in Mumbai are open for business, except with

reference to (i) announcement of Price Band and Bid/Offer Period, where working day

shall mean all days, excluding Saturdays, Sundays and public holidays, which are working

days for commercial banks in Mumbai; and (ii) for the time period between the Bid / Offer

Closing Date and the listing of the Equity Shares on the Stock Exchanges, it shall mean all

trading days of the Stock Exchanges, excluding Sundays and bank holidays, as per the

SEBI Circular number SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016

Technical / Industry Related Terms / Abbreviations

Term Description

Completed Area / Completed

Units

Completed Area / Completed Units refer to area/units where construction has been

completed and units are ready to be handed over to the customer

Completed Project Projects where the land or rights thereto has been acquired, the design development and

pre-construction activities has been completed in accordance with the approved business

plan of the project and the occupancy certificates have been received from the competent

authority for significant majority of units in respect of towers or buildings in the project

and the process of handover of such units has commenced.

Developable Area Developable Area for a residential project refers to the Saleable Area and for a

commercial project it refers to the Leasable Area. For a mixed use project, it refers to the

aggregate of the Saleable Area and Leasable Area.

Gross Collections Gross Collections is collections received from customers towards residential and

commercial units inclusive of indirect taxes

India Operations India Operations refers to development of real estate projects in India

JLL Jones-Lang LaSalle Property Consultants (India) Private Limited

Knight Frank Knight Frank (India) Private Limited

Land Reserves Land reserves includes land or rights thereto which has been acquired by us, including

through purchase or acquisition of development/leasehold rights on which no project is

currently ongoing or planned

Leasable Area Leasable Areas for our commercial properties shall mean total carpet area in relation to

each project along with appropriate loading to adjust for common areas, service and

storage area, parking area and other open areas

Liases Foras Liases Foras Real Estate Rating & Research Pvt. Ltd.

Net Collections Net Collections is collections received from customers towards residential and

commercial units excluding indirect taxes

Ongoing Project Projects where land or rights thereto has been acquired, the design development and pre-

construction activities has been significantly completed in accordance with the approved

business plan of the project, and the key approvals for commencement of development of

a significant part of the project has been obtained from the Competent Authority and the

construction and sales have also commenced.

Overseas Operations Overseas Operations refers to development of real estate projects outside India

Planned Project Projects where land or rights thereto has been acquired, the business plan of the project is

being finalized, the design development and pre-construction activities and the process

for seeking necessary approvals for development of the project or part thereof have

commenced. The construction and sales of the planned projects have not yet commenced.

PropEquity P.E. Analytics Private Limited

Saleable Area Saleable Area for our residential properties shall mean the total carpet area in relation to

each project along with appropriate loading to adjust for common areas, service and

storage area parking area, area for amenities and other open areas

10

Term Description

Sales Sales for any period refers to the value of residential and commercial units sold (net of

any cancellations) during a period where the booking amount has been received

Tier I Cities Refers to the Indian cities, namely, MMR, National Capital Region (NCR), Bengaluru,

Chennai, Pune and Hyderabad

UK Business Lodha Developers 48CS Ltd. and Lodha Developers 1GSQ Ltd., which are developing

our London Projects along with the respective holding companies viz. Lodha Developers

1GSQ Holdings Ltd., Lodha Developers International (Netherlands) B.V, Lodha

Developers International (Jersey) III Limited and Lodha Developers UK Limited

Conventional and General Terms / Abbreviations

Term Description

/ Rs. / Rupees / INR Indian Rupees

AGM Annual general meeting

AIF Alternative investment fund as defined in and registered with SEBI under the Securities

and Exchange Board of India (Alternative Investments Funds) Regulations, 2012

AS / Accounting Standards Accounting standards issued by the Institute of Chartered Accountants of India and notified

by the MCA

Authority Real Estate Regulatory Authority

Bn / bn Billion

BSE BSE Limited

CAGR Compounded annual growth rate

Category I foreign portfolio

investors

FPIs who are registered as Category I foreign portfolio investors under the SEBI FPI

Regulations

Category II foreign portfolio

investors

FPIs who are registered as Category II foreign portfolio investors under the SEBI FPI

Regulations

Category III foreign portfolio

investors

FPIs who are registered as Category III foreign portfolio investors under the SEBI FPI

Regulations

CDSL Central Depository Services (India) Limited

CENVAT Central value added tax

CEO Chief executive officer

CESTAT Customs, Excise and Service Tax Appellate Tribunal

CIN Corporate identity number

CIT Commissioner of Income Tax

Civil Code Code of Civil Procedure, 1908

Companies Act Companies Act, 1956 and Companies Act, 2013, as applicable

Companies Act, 1956 Companies Act, 1956 (without reference to the provisions thereof that have ceased to have

effect upon notification of the sections of the Companies Act, 2013) along with the relevant

rules made thereunder

Companies Act, 2013 Companies Act, 2013, to the extent in force pursuant to the notification of the Notified

Sections, along with the relevant rules made thereunder

Depositories NSDL and CDSL

Depositories Act Depositories Act, 1996

DIN Director identification number

DP ID Depository participants identification

DP / Depository Participant A depository participant as defined under the Depositories Act

EGM Extraordinary general meeting

EPS Earnings per share

FDI Foreign direct investment

11

Term Description

FDI Policy Consolidated Foreign Direct Investment Policy notified by the Department of Industrial

Policy & Promotion under D/o IPP F.No. 5(1)/2017-FC-1 dated August 28, 2017, effective

from August 28, 2017

FEMA Foreign Exchange Management Act, 1999, read with rules and regulations thereunder

FEMA Regulations Foreign Exchange Management (Transfer or Issue of Security by a Person Resident

Outside India) Regulations, 2017

Financial Year / Fiscal / Fiscal

Year / FY

Unless stated otherwise, the period of 12 months ending March 31 of that particular year

FPI(s) Foreign portfolio investors as defined under the SEBI FPI Regulations

FSSAI Food Safety Standards Authority of India

FSS Act Food Safety and Standards Act, 2006

FVCI Foreign venture capital investors as defined and registered under the SEBI FVCI

Regulations

GAAR General anti-avoidance rules

Gazette Gazette of India

GDP Gross domestic product

GIR General index register

GoI / Government Government of India

GST Goods and services tax

ICAI The Institute of Chartered Accountants of India

IFRS International Financial Reporting Standards

IMF International Monetary Fund

Income Tax Act Income-tax Act, 1961

Ind AS Indian Accounting Standards notified under the Companies (Indian Accounting Standards)

Rules, 2015

India Republic of India

Indian Accounting Standard

Rules

Companies (Indian Accounting Standards) Rules of 2015

Indian GAAP Generally Accepted Accounting Principles in India

IPC Indian Penal Code, 1860

IPO Initial public offering

IST Indian Standard Time

IT Information technology

IT Act Information Technology Act, 2000

KYC Know your customer

MCA Ministry of Corporate Affairs, Government of India

MCI Ministry of Commerce and Industry

MIDC Maharashtra Industrial Development Corporation

MMRDA Mumbai Metropolitan Regional Development Authority

Mn / mn Million

MPCB Maharashtra Pollution Control Board

MoU Memorandum of understanding

N.A. / NA Not applicable

NAV Net asset value

NCDs Non-convertible debentures

NCLT National Company Law Tribunal

NEFT National electronic fund transfer

Notified Sections The sections of the Companies Act, 2013 that have been notified by the MCA

12

Term Description

NR Non-resident

NRI A person resident outside India, who is a citizen of India or a person of Indian origin, and

shall have the meaning ascribed to such term in the Foreign Exchange Management

(Deposit) Regulations, 2000

NSDL National Securities Depository Limited

NSE National Stock Exchange of India Limited

OCB / Overseas Corporate Body A company, partnership, society or other corporate body owned directly or indirectly to

the extent of at least 60% by NRIs including overseas trusts, in which not less than 60% of

beneficial interest is irrevocably held by NRIs directly or indirectly and which was in

existence on October 3, 2003 and immediately before such date was eligible to undertake

transactions pursuant to the general permission granted to OCBs under FEMA. OCBs are

not allowed to invest in the Offer

p.a. Per annum

P / E Ratio Price / earnings ratio

PAN Permanent account number

PAT Profit after tax

RBI Reserve Bank of India

RBI Act Reserve Bank of India Act, 1934

RERA Real Estate (Regulation and Development) Act, 2016

RTGS Real time gross settlement

SCRA Securities Contracts (Regulation) Act, 1956

SCRR Securities Contracts (Regulation) Rules, 1957

SEBI Securities and Exchange Board of India constituted under the SEBI Act, 1992

SEBI Act Securities and Exchange Board of India Act, 1992

SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investments Funds) Regulations,

2012

SEBI BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994

SEBI Depository Regulations Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996

SEBI ESOP Regulations Securities and Exchange Board of India (Share Based Employee Benefits) Regulations,

2014

SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014

SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations,

2000

SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2009

SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations And Disclosure

Requirements) Regulations, 2015

SEBI Mutual Fund Regulations Securities and Exchange Board of India (Mutual Funds) Regulations, 1996

SEBI Portfolio Manager

Regulations

Securities and Exchange Board of India (Portfolio Managers) Regulations, 1993

SEBI Stock Broker Regulations Securities and Exchange Board of India (Stock Brokers and Sub-Brokers) Regulations,

1992

SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996

Securities Act U.S. Securities Act, 1933

SICA Erstwhile Sick Industrial Companies (Special Provisions) Act, 1985

Stamp Act Indian Stamp Act, 1899

State Government The government of a state in India

Stock Exchanges BSE and NSE

STT Securities Transaction Tax

13

Term Description

Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)

Regulations, 2011

TAN Tax deduction account number

UK United Kingdom

UK GAAP Generally Accepted Accounting Practice in the UK

U.S. / USA / United States United States of America

USD / US$ United States Dollars

VAT Value Added Tax

VCFs Venture Capital Funds as defined in and registered with SEBI under the SEBI VCF

Regulations

The words and expressions used but not defined herein shall have the same meaning as is assigned to such terms under the

SEBI ICDR Regulations, the Companies Act, the SEBI Act, the SCRA, the Depositories Act and the rules and regulations made

thereunder.

Notwithstanding the foregoing, terms in Statement of Tax Benefits, Financial Statements, Regulations and Policies,

Offer Procedure Part B, Basis for Offer Price, Industry Overview and Main Provisions of Articles of Association

beginning on pages 112, 230, 149, 589, 108, 115 and 624 respectively, shall have the meaning given to such terms in such

sections.

14

CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA AND

CURRENCY OF PRESENTATION

Certain Conventions

All references to India in this Draft Red Herring Prospectus are to the Republic of India and all references to the U.S.,

US, USA or United States are to the United States of America and all references to the U.K. or UK are to the United

Kingdom.

Unless stated otherwise, all references to page numbers in this Draft Red Herring Prospectus are to the page numbers of this

Draft Red Herring Prospectus.

Financial Data

Unless stated otherwise, the financial information in this Draft Red Herring Prospectus is derived from our Restated

Consolidated Financial Statements as at and as for the nine months ended December 31, 2017 and December 31, 2016, and as

at and for the Fiscals 2017, 2016 and 2015 prepared in accordance with Ind AS and for the Fiscals 2014 and 2013 prepared in

accordance with Indian GAAP. The Restated Consolidated Financial Statements have been examined by the Auditor in

accordance with the Companies Act and relevant rules framed thereunder and restated under the SEBI ICDR Regulations. In

addition, we have included in this Draft Red Herring Prospectus, the Consolidated Proforma Financial Statements prepared in

accordance with the requirements of paragraph 23 of item (IX)(B) of Schedule VIII(Part A)(2) of the SEBI ICDR Regulations,

to reflect the impact of the significant acquisitions made subsequent to Fiscal 2017.

Our Companys financial year commences on April 1 and ends on March 31 of the following year; accordingly, all references

in this Draft Red Herring Prospectus to the terms Fiscal or Fiscal Year or Financial Year is to the 12 months ended March 31

of such year, unless otherwise specified.

In this Draft Red Herring Prospectus, any discrepancies in any table between the total and the sum of the amounts listed are

due to rounding off. All figures, in decimals have been rounded off to the second decimal for all amounts in million and all percentage figures have been rounded off to two decimal places unless stated otherwise.

Currency and Units of Presentation

All references to:

Rupees or or INR or Rs. or Re are to Indian Rupee, the official currency of the Republic of India;

USD or US$ are to United States Dollar, the official currency of the United States;

EUR or EURO or is to Euro, the official currency of the European Union;

GBP, Pound or is to Pound, the official currency of the United Kingdom;

Except otherwise specified, our Company has presented certain numerical information in this Draft Red Herring Prospectus in

million and billion units. One million represents 1,000,000 and one billion represents 1,000,000,000.

Exchange Rates

This Draft Red Herring Prospectus contains conversion of certain other currency amounts into Rupees that have been presented

solely to comply with the SEBI ICDR Regulations. These conversions should not be construed as a representation that these

currency amounts could have been, or can be converted into Rupees, at any particular rate or at all.

The following table sets forth, for the periods indicated, details with respect to the exchange rate between the Rupee and other

currencies:

(in )

Currency As on December

31, 2017(1)

As on March

31, 2017

As on March

31, 2016

As on March

31, 2015

As on March

31, 2014(2)

As on March

31, 2013(3)

1 USD* 63.93 64.84 66.33 62.59 60.10 54.39

1 EUR* 76.39 69.25 75.10 67.51 82.58 69.54

1 Pound* 86.07 80.88 95.09 92.46 99.85 82.32 (1) Exchange rate as on December 29, 2017, as RBI reference rate is not available for December 31, 2017 and December 30, 2017 being

a Sunday, and a Saturday, respectively. (2) Exchange rate as on March 28, 2014, as RBI reference rate is not available for March 31, 2014, March 30, 2014 and March 29,

2014 being a public holiday, a Sunday and a Saturday, respectively. (3) Exchange rate as on March 28, 2013, as RBI reference rate is not available for March 31, 2013, March 30, 2013 and March 29,

2013 being a Sunday, a Saturday and a public holiday, respectively.

15

Source:

*RBI reference rate

Time: All references to time in this Draft Red Herring Prospectus are to Indian Standard Time.

Industry and Market Data

Industry and market data used in this Draft Red Herring Prospectus has been obtained or derived from publicly available

information as well as various industry publications and sources.

Industry publications generally state that the information contained in such publications has been obtained from publicly

available documents from various sources believed to be reliable but their accuracy and completeness are not guaranteed and

their reliability cannot be assured. Accordingly, no investment decisions should be made based on such information. Although

we believe the industry and market data used in this Draft Red Herring Prospectus is reliable, it has not been independently

verified by us, our Directors, our Promoters, the Promoter Selling Shareholder or the Managers or any of their respective

affiliates or advisors. The data used in these sources may have been re-classified by us for the purposes of presentation. Data

from these sources may also not be comparable.

The extent to which the market and industry data used in this Draft Red Herring Prospectus is meaningful depends on the

readers familiarity with and understanding of the methodologies used in compiling such data. There are no standard data

gathering methodologies in the industry in which the business of our Company is conducted, and methodologies and

assumptions may vary widely among different industry sources.

Such data involves risks, uncertainties and numerous assumptions and is subject to change based on various factors.

Accordingly, investment decisions should not be based solely on such information.

Disclaimer of Knight Frank

This Draft Red Herring Prospectus contains data and statistics from certain reports and material prepared by Knight Frank,

which is subject to the following disclaimer:

The data/information from India Real Estate - January to June 2017, India Real Estate - July to December 2017, India

Real Estate - July to December 2015, Residential Investment Advisory Report - 2016, REIT-able Space in India - March

2017, and Urban Transport - Unlocking the Realty Potential - 2016, India Real Estate - January to June 2015, India

Real Estate - July to December 2015 reports referenced herein is published for general information only and not to be

relied upon in anyway. Although high standards have been used by Knight Frank in the preparation of the information

analysis, views and projections, no responsibility or liability whatsoever can be accepted by Knight Frank for any loss

or damage resultant from any use of, reliance on or reference to the contents of this material. The material does not

necessarily represent the view of Knight Frank in relation to particular properties or projects.

Disclaimer of PropEquity

This Draft Red Herring Prospectus contains data and statistics from certain reports and material prepared by PropEquity, which

is subject to the following disclaimer:

1. The Data has been prepared/collected by P.E. Analytics based upon information available to the public and sources, believed to be reliable. Though utmost care has been taken to ensure its accuracy, no representation or warranty,

express or implied, is made that it is accurate or complete. P.E. Analytics has reviewed the Data and, in so far as it

includes current or historical information, it is believed to be reliable, although its accuracy and completeness

cannot be guaranteed.

2. P.E. Analytics accepts no liability and will not be liable for any losses or damages arising directly or indirectly (including special, incidental, consequential, punitive or exemplary damages) from your use of the research,

howsoever arising, and including any losses, damages or expenses arising from, but not limited to, any defects,

errors, imperfections, faults, mistakes or inaccuracies in the research data, its contents.

16

FORWARD-LOOKING STATEMENTS

This Draft Red Herring Prospectus contains certain forward-looking statements. These forward-looking statements generally

can be identified by words or phrases such as aim, anticipate, believe, goal, expect, estimate, intend, objective,

plan, project, will, will continue, will pursue, seek to or other words or phrases of similar import. Similarly,

statements that describe our Companys strategies, objectives, plans or goals are also forward-looking statements.

All forward-looking statements are subject to risks, uncertainties and assumptions about us that could cause actual results to

differ materially from those contemplated by the relevant forward-looking statement.

Important factors that could cause actual results to differ materially from our Companys expectations include, but are not

limited to, the following:

Risks from economic, regulatory and other changes in the Mumbai Metropolitan Region.

Failure to complete some or all of our ongoing and planned projects by their expected completion dates or at all.

Any failure on part of the independent contractors to perform their obligations.

Significant increases in prices of, or shortages of, or delay or disruption in supply of labour and key building materials and availability of labour.

Change in management estimates.

Failure to hold or, to prove that we hold, good title to our real estate assets, or failure to obtain title insurance guaranteeing title or land development rights.

Failure to identify and acquire suitable land for development or development rights.

Increase in the price of land and shortages of land available for development.

For further discussion of factors that could cause the actual results to differ from the expectations, see Risk Factors, Our

Business and Managements Discussion and Analysis of Financial Condition and Results of Operations beginning on pages

17, 130 and 501, respectively. By their nature, certain market risk disclosures are only estimates and could be materially

different from what actually occurs in the future. As a result, actual gains or losses could materially differ from those that have

been estimated.

We cannot assure investors that the expectations reflected in these forward-looking statements will prove to be correct. Given

these uncertainties, investors are cautioned not to place undue reliance on such forward-looking statements and not to regard

such statements as a guarantee of future performance.

Forward-looking statements reflect the current views of our Company as of the date of this Draft Red Herring Prospectus and

are not a guarantee of future performance. These statements are based on the managements beliefs and assumptions, which in

turn are based on currently available information. Although we believe the assumptions upon which these forward-looking

statements are based are reasonable, any of these assumptions could prove to be inaccurate, and the forward-looking statements

based on these assumptions could be incorrect. Neither our Company, our Directors, the Promoter Selling Shareholder, the

Managers nor any of their respective affiliates have any obligation to update or otherwise revise any statements reflecting

circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions

do not come to fruition.

In accordance with regulatory requirements, our Company will ensure that investors in India are informed of material