DRAFT RED HERRING PROSPECTUS Dated September 26, 2007 Please read Section 60B of the Companies Act, 1956 (This Draft Red Herring Prospectus will be updated upon filing with the RoC) 100% Book Built Issue

Emaar MGF Land Limited(The Company was incorporated as Emaar MGF Land Private Limited on February 18, 2005 under the Companies Act, 1956, as amended. Subsequently, pursuant to a special resolution of the shareholders of the Company at an extraordinary general meeting held on August 8, 2007, the Company has become a public limited company and the word private has been deleted from its name. The fresh certificate of incorporation to reflect the new name was issued by the Registrar of Companies, Delhi & Haryana, located at New Delhi (the RoC) on August 13, 2007. For details of change in name and registered office, see the section History and Certain Corporate Matters beginning on page 96 of this Draft Red Herring Prospectus.) Registered Office: ECE House, 28, Kasturba Gandhi Marg, New Delhi 110 001, India Tel: +91 11 4152 1155; Facsimile: +91 11 4152 4619 Contact Person: Mr. Surender Varma; Tel: +91 11 4120 3458; Email: IPO@emaarmgf.com Website: www.emaarmgf.com PUBLIC ISSUE OF 117,389,914 EQUITY SHARES OF FACE VALUE RS.10 EACH (EQUITY SHARES) OF EMAAR MGF LAND LIMITED (EMGF, OR EMAAR MGF, OR THE COMPANY, OR THE ISSUER) FOR CASH AT A PRICE OF RS.[] PER EQUITY SHARE, AGGREGATING RS.[] MILLION (THE ISSUE). *THE COMPANY IS CONSIDERING A PRE-IPO PLACEMENT OF UP TO [] EQUITY SHARES. UPON THE COMPLETION OF THE PREIPO PLACEMENT, THE NUMBER OF EQUITY SHARES IN THE ISSUE WILL BE REDUCED BY THE NUMBER OF EQUITY SHARES ISSUED AND ALLOTTED IN THE PRE-IPO PLACEMENT. PRICE BAND: RS.[] TO RS.[] PER EQUITY SHARE OF FACE VALUE RS.10 EACH. THE ISSUE PRICE IS [] TIMES THE FACE VALUE AT THE LOWER END OF THE PRICE BAND AND [] TIMES THE FACE VALUE AT THE HIGHER END OF THE PRICE BAND. In case of revision in the Price Band, the Bidding Period shall be extended for three additional working days after such revision, subject to the Bidding Period not exceeding 10 working days. Any revision in the Price Band, and the revised Bidding Period, if applicable, shall be widely disseminated by notification to the Bombay Stock Exchange Limited (the BSE) and the National Stock Exchange of India Limited (the NSE), by issuing a press release and also by indicating the change on the website of the Book Running Lead Managers (BRLMs) and the terminals of the other members of the Syndicate. Pursuant to Rule 19(2)(b) of the SCRR (as defined below), this Issue is for less than 25% of the post-Issue capital of the Company and is therefore being made through a 100% Book Building Process wherein at least 60% of the Issue shall be allocated on a proportionate basis to Qualified Institutional Buyers (QIBs), out of which 5% shall be available for allocation on a proportionate basis to Mutual Funds only and the remainder shall be available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. In addition, in accordance with Rule 19(2)(b) of the SCRR, a minimum of two million securities are being offered to the public and the size of the Issue shall aggregate to at least Rs.1,000 million. If at least 60% of the Issue cannot be allotted to QIBs, then the entire application money will be refunded forthwith. Further, not less than 10% of the Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 30% of the Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price. IPO Grading As required under the SEBI (Disclosure and Investor Protection) Guidelines, 2000, as amended (the SEBI Guidelines) the Company will obtain a grading of this Issue from a credit rating agency registered with the Securities and Exchange Board of India (SEBI), which will be disclosed in the Red Herring Prospectus filed with the RoC. RISKS IN RELATION TO FIRST ISSUE This being the first issue of Equity Shares of the Company, there has been no formal market for the Equity Shares of the Company. The face value of the Equity Shares is Rs.10 per Equity Share and the Issue Price is [] times the face value. The Issue Price (as determined by the Company, in consultation with the BRLMs, on the basis of the assessment of market demand for the Equity Shares by way of book building process) 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 and/or sustained trading in the Equity Shares of the Company or regarding the price at which the Equity Shares will be traded after listing. GENERAL RISKS Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of the Company and the Issue, including the risks involved. The Equity Shares offered in the Issue have not been recommended or approved by the 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 the statements in the section Risk Factors beginning on page xi of this Draft Red Herring Prospectus. COMPANYS ABSOLUTE RESPONSIBILITY The Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to the Company and the Issue that is material in the context of the Issue, 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. LISTING The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the BSE and the NSE. The Company has received in-principle approvals from the BSE and the NSE for the listing of the Equity Shares pursuant to letters dated [] and [], respectively. For the purposes of the Issue, the [] shall be the Designated Stock Exchange.

GLOBAL COORDINATORS AND BOOK RUNNING LEAD MANAGERS

REGISTRAR TO THE ISSUE

Enam Securities Private Limited 801/802, Dalamal Towers Nariman Point Mumbai 400 021 India Tel: +91 22 6638 1800 Fax: +91 22 2284 6824 Email: emaarmgfipo @enam.com Contact Person: Amit Jain Website:www.enam.com SEBI registration number: INM000006856

DSP Merrill Lynch Limited 10th Floor, Mafatlal Centre Nariman Point Mumbai 400 021 India Tel: +91 22 6632 8000 Fax: +91 22 2204 8518 Email: emaarmgf_ipo @ml.com Contact Person: N.S. Shekhar Website: www.dspml.com SEBI registration number: INM000002236

Karvy Computershare Private Limited Plot No. 17-24 Vithalrao Nagar Madhapur Hyderabad 500 081 India Tel: +91 40 2342 0815-820/ 1 800 345 4001 Fax: +91 40 2342 0814 Email: einward.ris@karvy.com Contact Person: M. Murali Krishna Website: www.karvy.com SEBI registration number: INR000000221

BOOK RUNNING LEAD MANAGERS

Citigroup Global Markets India Private Limited 12th Floor, Bakhtawar 229, Nariman Point Mumbai 400 021 India Tel: +91 22 6631 9999 Fax: +91 22 6631 9803 Email: investors.cgmib @citi.com Contact Person: Rajiv Jumani Website: www.citibank.co.in SEBI registration number: INM000010718

Goldman Sachs (India) Securities Private Limited Rational House, 951A Appasaheb Maratha Marg Prabhadevi Mumbai 400 025 India Tel: +91 22 6616 9000 Fax: +91 22 6616 9090 Email: emaarmgf_issue @gs.com Contact Person: Sachin Dua Website: www.gs.com/ country_pages/India SEBI registration number: INM000011054

HSBC Securities and Capital Markets (India) Private Limited 52/60, Mahatma Gandhi Road Fort Mumbai 400 001 India Tel: +91 22 2268 1259 Fax: +91 22 2263 1984 Email: emaarmgfipo @hsbc.co.in Contact Person: Abhishek Saha Website: www.hsbc.co.in SEBI registration number: INM000010353

J.P. Morgan India Private Limited Mafatlal Centre 9th Floor Nariman Point Mumbai 400 021 India Tel: +91 22 2285 5666 Fax: +91 22 6639 3091 Email: emaar_ipo @jpmorgan.com Contact Person: Rohit Ramana Website: www.jpmipl.com SEBI registration number: INM000002970

Kotak Mahindra Capital Company Limited 3rd Floor, Bakhtawar 229, Nariman Point Mumbai 400 021 India Tel: +91 22 6634 1100 Fax: +91 22 2284 0492 Email: emaarmgf.ipo@kotak.com Contact Person: Chandrakant Bhole Website: www.kotak.com SEBI registration number: INM000008704

BID/ISSUE PROGRAMBID/ISSUE OPENS ON BID/ISSUE CLOSES ON [], 2007 [], 2007

TABLE OF CONTENTS PageSECTION I: GENERAL.................................................................................................................................................................i DEFINITIONS AND ABBREVIATIONS ...............................................................................................................................i PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA............................................................................viii FORWARD-LOOKING STATEMENTS ................................................................................................................................x SECTION II: RISK FACTORS .....................................................................................................................................................xi RISK FACTORS ......................................................................................................................................................................xi SECTION III: INTRODUCTION..................................................................................................................................................1 SUMMARY .............................................................................................................................................................................1 THE ISSUE ..............................................................................................................................................................................8 SUMMARY FINANCIAL INFORMATION...........................................................................................................................9 GENERAL INFORMATION...................................................................................................................................................11 CAPITAL STRUCTURE .........................................................................................................................................................20 OBJECTS OF THE ISSUE.......................................................................................................................................................31 BASIS FOR ISSUE PRICE......................................................................................................................................................36 STATEMENT OF TAX BENEFITS ........................................................................................................................................39 SECTION IV: ABOUT THE COMPANY ....................................................................................................................................49 INDUSTRY OVERVIEW........................................................................................................................................................49 OUR BUSINESS......................................................................................................................................................................59 REGULATIONS AND POLICIES ..........................................................................................................................................90 HISTORY AND CERTAIN CORPORATE MATTERS..........................................................................................................96 OUR MANAGEMENT ............................................................................................................................................................377 OUR PROMOTERS AND PROMOTER GROUP COMPANIES ...........................................................................................399 RELATED PARTY TRANSACTIONS ...................................................................................................................................465 DIVIDEND POLICY ...............................................................................................................................................................466 SECTION V: FINANCIAL INFORMATION ..............................................................................................................................467 FINANCIAL STATEMENTS ..................................................................................................................................................467 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS........................................................................................................................................563 SUMMARY OF SIGNIFICANT DIFFERENCES AMONG INDIAN GAAP AND U.S. GAAP ...........................................576 OUR INDEBTEDNESS ...........................................................................................................................................................580 SECTION VI: LEGAL AND OTHER INFORMATION.............................................................................................................589 OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ...............................................................................589 GOVERNMENT AND OTHER APPROVALS.......................................................................................................................636 OTHER REGULATORY AND STATUTORY DISCLOSURES............................................................................................636 SECTION VII: ISSUE INFORMATION ......................................................................................................................................665 TERMS OF THE ISSUE ..........................................................................................................................................................665 ISSUE STRUCTURE...............................................................................................................................................................668 ISSUE PROCEDURE ..............................................................................................................................................................671 SECTION VIII: MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION ..................................................................697 MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION............................................................................................697 SECTION IX: OTHER INFORMATION.....................................................................................................................................713 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION..................................................................................713 DECLARATION......................................................................................................................................................................715

SECTION I: GENERAL DEFINITIONS AND ABBREVIATIONS Unless the context otherwise indicates or requires, the following terms have the following meanings in this Draft Red Herring Prospectus. Company Related Terms Term The Company, the Issuer, Emaar MGF or EMGF we or us or our or Group Accor Articles or Articles of Association Auditors Board of Directors or Board Companies Owned by EMGF Description Emaar MGF Land Limited, a public limited company incorporated under the Companies Act. EMGF, the Subsidiaries, the Companies Owned by EMGF, and the Joint Venture, on a consolidated basis. AAPC Hotels Management Pte Limited, a company incorporated under the laws of Singapore and part of the Accor SA Group of Companies. The Articles of Association of the Company, as amended. The statutory auditors of the Company being, S.R. Batliboi & Co., Chartered Accountants. The board of directors of the Company or a committee constituted thereof. The companies in which the Company owns a 100% equitable interest through the Subsidiaries specified in the section History and Certain Corporate Matters beginning on page 96 of this Draft Red Herring Prospectus. These companies have been consolidated in the Companys consolidated financial statements as of and for the year ended March 31, 2007 and/or the three months ended June 30, 2007, as applicable. The conversion of Compulsory Convertible Preference Shares issued to Emaar Holding II into Equity Shares prior to the filing of the Red Herring Prospectus with the RoC. The total area we develop in a property, and includes carpet area, common area, service and storage area and car parking. The director(s) of the Company. Emaar Properties PJSC, a public joint stock company incorporated under the laws of the Emirate of Dubai and the UAE. Emaar and companies of which more than 50% of the equity voting capital is owned or controlled directly or indirectly, by Emaar. Emaar Holding II, a private company limited by shares incorporated under the laws of Mauritius. The employee stock option plan adopted by the Company for the benefit of the employees of the Company (as defined therein) by way of a shareholders resolution dated August 31, 2007. Equity shares of the Company of face value Rs.10 each. The joint venture of the Company specified in the section History and Certain Corporate Matters beginning on page 96 of this Draft Red Herring Prospectus. Consists of the following: (i) land owned by us through registered sale deeds and other instruments, including exchange deeds and land held by us through registered lease deeds; (ii) land in respect of which we have joint development rights; (iii) land in respect of which entities have granted us sole development rights; and (iv) land in respect of which we have been granted development and/or acquisition rights through an agreement to sell and purchase or a memorandum of understanding or a letter of acceptance. Leighton International Limited, a company incorporated under the laws of Cayman Islands and part of an Australia-based global construction group. The memorandum of association of the Company, as amended.

Conversion Developable Area Director(s) Emaar Emaar group Emaar Mauritius Emaar MGF ESOP Equity Shares Joint Venture Land Reserves

Leighton

Memorandum or Memorandum of Association MGF MGF Developments Limited, a company incorporated under the laws of India. MGF group MGF and companies of which more than 50% of the equity voting capital is owned or controlled, directly or indirectly, by MGF.

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Pre-IPO Placement Preference Shares Premier Travel Inn Promoters Promoter Group or Promoter Group Companies Registered Office Saleable Area Subsidiaries Turner Issue Related Terms Term Allot, Allotment, Allotted, allot, allotment, allotted Allottee Banker(s) to the Issue Bid Bid Amount Bid-cum-Application Form Bid/Issue Closing Date Bid/Issue Opening Date Bidder Bidding Period Book Building Process BRLMs or Book Running Lead Managers

The private placement of up to [] Equity Shares for cash consideration to be completed prior to the filing of the Red Herring Prospectus with the RoC, including Equity Shares to be issued and Allotted pursuant to the Conversion. Preference Shares of the Company of face value Rs.10 each. Premier Travel Inn India Limited, a limited liability company incorporated under the laws of England and Wales. The promoters of the Company specified in the section Our Promoters and Promoter Group Companies beginning on page 399 of this Draft Red Herring Prospectus. The companies or individuals specified in the section Our Promoters and Promoter Group Companies beginning on page 399 of this Draft Red Herring Prospectus. The registered office of the Company, located at ECE House, 28, Kasturba Gandhi Marg, New Delhi 110 001, India. The part of the Developable Area relating to our economic interest in such property. The subsidiaries of the Company specified in the section History and Certain Corporate Matters beginning on page 96 of this Draft Red Herring Prospectus. Turner Construction International LLC, a company incorporated under the laws of Delaware, U.S.A.

Description The issue/allotment of Equity Shares pursuant to the Issue. A successful Bidder to whom Equity Shares are/have been Allotted. []. An indication to make an offer during the Bidding Period by a prospective investor to subscribe for or purchase the Companys Equity Shares at a price within the Price Band, including all revisions and modifications thereto. The highest value of the optional Bids indicated in the Bid-cum-Application Form and payable by the Bidder upon submission of the Bid. The form in terms of which the Bidder shall make an offer to subscribe or purchase the Equity Shares and which will be considered as the application for Allotment pursuant to the terms of the Red Herring Prospectus. The date after which the members of the Syndicate will not accept any Bids for the Issue, which shall be notified in a widely circulated English national newspaper and a widely circulated Hindi national newspaper. The date on which the members of the Syndicate shall start accepting Bids for the Issue, which shall be the date notified in a widely circulated English national newspaper and a widely circulated Hindi national newspaper. Any prospective investor who makes a Bid pursuant to the terms of the Red Herring Prospectus and the Bid-cum-Application Form. The period between the Bid/Issue Opening Date and the Bid/Issue Closing Date (inclusive of both days) and during which prospective Bidders can submit their Bids. The book building process as described in Chapter XI of the SEBI Guidelines, in terms of which the Issue is being made. The book running lead managers to the Issue, in this case being the Global Coordinators and Citigroup Global Markets India Private Limited, Goldman Sachs (India) Securities Private Limited, HSBC Securities and Capital Markets (India) Private Limited, J.P. Morgan India Private Limited and Kotak Mahindra Capital Company Limited. The Bombay Stock Exchange Limited. Any day other than Saturday or Sunday on which commercial banks in New Delhi are open for business. The note or advice or intimation of allocation of Equity Shares sent to the Bidders who have been allocated Equity Shares after discovery of the Issue Price in accordance with the Book Building Process.

BSE Business Day CAN or Confirmation of Allocation Note

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Term Cap Price

Description The higher end of the Price Band, above which the Issue Price will not be finalised and above which no Bids will be accepted. CDSL Central Depository Services (India) Limited. Companies Act The Companies Act, 1956, as amended. Cut-off Price Any price within the Price Band finalised by the Company in consultation with the BRLMs. A Bid submitted at Cut-off Price by a Retail Individual Bidder is a valid Bid. Only Retail Individual Bidders are entitled to Bid at the Cut-off Price for a Bid Amount not exceeding Rs.100,000. QIBs and NonInstitutional Bidders are not entitled to Bid at the Cut-off Price. Depositories NSDL and CDSL. Depositories Act The Depositories Act, 1996, as amended. Depository A depository registered with SEBI under the SEBI (Depositories and Participants) Regulations, 1996, as amended. Depository Participant or DP A depository participant as defined under the Depositories Act. Designated Date The date on which the Escrow Collection Banks transfer the funds from the Escrow Account of the Company to the Issue Account, after the Prospectus is filed with the RoC, following which the Board shall Allot Equity Shares to successful Bidders. Designated Stock Exchange The []. This draft red herring prospectus issued in accordance with Section 60B of the Draft Red Herring Companies Act, which does not have complete particulars of the price at Prospectus which the Equity Shares are offered and the size of the Issue. ECS Electronic Clearing System. Eligible NRI NRIs from such jurisdictions outside India where it is not unlawful to make an offer or invitation under the Issue and in relation to whom the Red Herring Prospectus constitutes an invitation to subscribe or purchase the Equity Shares offered thereby. Escrow Account An account opened with an Escrow Collection Bank(s) and in whose favour the Bidder will issue cheques or drafts in respect of the Bid Amount when submitting a Bid and the allocation amount collected thereafter. Escrow Agreement An agreement to be entered into among the Company, the Registrar, the Escrow Collection Bank(s), the BRLMs and the Syndicate Members for collection of the Bid Amounts and for remitting refunds, if any, of the amounts collected, to the Bidders. Escrow Collection Bank(s) The banks that are clearing members and registered with SEBI as Bankers to the Issue with whom the Escrow Account will be opened, comprising []. FDI Foreign Direct Investment, as understood under applicable Indian laws, regulations and policies. FEMA The Foreign Exchange Management Act, 1999, as amended, and the regulations framed there under. FII Foreign Institutional Investor (as defined under the Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995, as amended) registered with SEBI under applicable laws in India. First Bidder The Bidder whose name appears first in the Bid-cum-Application Form or Revision Form. Fiscal or Financial Year or Unless otherwise stated, a period of twelve months ended March 31 of that FY particular year, other than with respect to the Companys financial statements for fiscal 2006, which are for a period of approximately thirteen months, commencing from February 18, 2005, the date of its incorporation, and ending on March 31, 2006. Floor Price The lower end of the Price Band, below which the Issue Price will not be finalised and below which no Bids will be accepted. FVCIs Foreign Venture Capital Investors (as defined under the Securities and Exchange Board of India (Foreign Venture Capital Investor) Regulations, 2000, as amended) registered with SEBI. GIR Number General Index Registry Number. Global Coordinators Enam Securities Private Limited and DSP Merrill Lynch Limited. Indian GAAP Generally accepted accounting principles in India. Industrial Policy The policy and guidelines relating to industrial activity in India issued by the Ministry of Commerce and Industry, Government of India, as updated,

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Term Issue

Issue Account Issue Price Margin Amount MICR Monitoring Agency Mutual Funds Mutual Fund Portion Non-Institutional Bidders Non-Institutional Portion Non-Residents NRI or Non-Resident Indian NSDL NSE OCB or Overseas Corporate Body

Pay-in Date

Pay-in Period

Price Band Pricing Date Prospectus QIBs or Qualified Institutional Buyers

Description modified or amended from time to time. The public issue of an aggregate of 117,389,914 Equity Shares at the Issue Price. Upon the completion of the Pre-IPO Placement, the number of Equity Shares in the Issue will be reduced by the number of Equity Shares issued and allotted in the Pre-IPO Placement. The account opened with the Banker(s) to the Issue to receive money from the Escrow Account for the Issue on the Designated Date. The final price at which Equity Shares will be Allotted in the Issue, as determined by the Company, in consultation with the BRLMs, on the Pricing Date. The amount paid by the Bidder at the time of submission of the Bid, which may be between 10% and 100% of the Bid Amount, as applicable. Magnetic Ink Character Recognition. []. Mutual funds registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996, as amended. 5% of the QIB Portion, equal to a minimum of [] Equity Shares, available for allocation to Mutual Funds from the QIB Portion. All Bidders that are not Qualified Institutional Buyers or Retail Individual Bidders and have bid for an amount more than Rs.100,000. The portion of the Issue being not less than 10% of the Issue consisting of [] Equity Shares, available for allocation to Non-Institutional Bidders, subject to valid Bids being received at or above the Issue Price. All eligible Bidders that are persons resident outside India, as defined under FEMA, including Eligible NRIs, FIIs registered with SEBI and FVCIs registered with SEBI. A person resident outside India, as defined under FEMA and who is a citizen of India or a person of Indian origin, such term as defined under the Foreign Exchange Management (Deposit) Regulations, 2000, as amended. National Securities Depository Limited. The National Stock Exchange of India Limited. 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 had taken benefits under the general permission granted to OCBs under the FEMA. OCBs are not permitted to invest in this Issue. The Bid/Issue Closing Date with respect to the Bidders whose Margin Amount is 100% of the Bid Amount or the last date specified in the CAN sent to the Bidders with respect to Bidders whose Margin Amount is less than 100% of the Bid Amount. (i) With respect to Bidders whose Margin Amount is 100% of the Bid Amount, the period commencing on the Bid/Issue Opening Date and extending until the Bid Closing Date; and (ii) With respect to Bidders whose Margin Amount is less than 100% of the Bid Amount, the period commencing on the Bid/Issue Opening Date and extending until the closure of the Pay-in Date specified in the CAN. The price band with a minimum price (Floor Price) of Rs.[] per Equity Share and the maximum price (Cap Price) of Rs.[] per Equity Share, including all revisions thereof. The date on which the Issue Price is finalised by the Company, in consultation with the BRLMs. The prospectus filed with the RoC after the Pricing Date containing, inter alia, the Issue Price that is determined at the end of the Book Building Process, the size of the Issue and certain other information. As defined under the SEBI Guidelines and means public financial institutions as defined in Section 4A of the Companies Act, scheduled commercial banks, mutual funds, FIIs registered with SEBI, multilateral and bilateral development financial institutions, venture capital funds registered with SEBI,

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Term

QIB Margin Amount QIB Portion Refund Account Refund Bank Registrar or Registrar to the Issue Retail Individual Bidders Retail Portion Revision Form RHP or Red Herring Prospectus

Description foreign venture capital investors registered with SEBI, state industrial development corporations, insurance companies registered with the Insurance Regulatory and Development Authority, provident funds with minimum corpus of Rs.250 million and pension funds with minimum corpus of Rs.250 million. An amount representing at least 10% of the Bid Amount and the amount QIBs are required to pay at the time of submitting a Bid. The portion of the Issue being at least 60% of the Issue consisting of [] Equity Shares, to be allotted to QIBs on a proportionate basis. An account opened with the Refund Bank, from which refunds of the whole or part of the Bid Amount, if any, shall be made. []. Karvy Computershare Private Limited. Bidders (including HUFs) who have bid for Equity Shares of an amount less than or equal to Rs.100,000. The portion of the Issue being not less than 30% of the Issue consisting of [] Equity Shares, available for allocation to Retail Individual Bidder(s), subject to valid Bids being received at or above the Issue Price. The form used by the Bidders to modify the quantity of Equity Shares or the Bid price in any of their Bid-cum-Application Forms or any previous Revision Form(s). The red herring prospectus dated [] issued in accordance with Section 60B of the Companies Act, which does not have complete particulars of the price at which the Equity Shares are offered and the size of the Issue. The Red Herring Prospectus will be filed with the RoC at least three days before the Bid/Issue Opening Date and will become a Prospectus upon filing with the RoC after the Pricing Date. The Registrar of Companies, Delhi & Haryana, located at New Delhi. Real Time Gross Settlement. The Securities Contracts (Regulation) Act, 1956, as amended. The Securities Contracts (Regulation) Rules, 1957, as amended. The Securities and Exchange Board of India constituted under the SEBI Act. The Securities and Exchange Board of India Act, 1992, as amended. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as amended. The SEBI (Disclosure and Investor Protection) Guidelines, 2000, as amended. The BSE and the NSE. The agreement to be entered into between the Company and the Syndicate, in relation to the collection of Bids in this Issue. []. The BRLMs and the Syndicate Members. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, as amended. The slip or document issued by any of the members of the Syndicate to a Bidder as proof of registration of the Bid. Generally accepted accounting principles in the United States of America. The BRLMs and the Syndicate Members. The agreement between the Underwriters and the Company to be entered into on or after the Pricing Date. Venture Capital Funds (as defined under the Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996, as amended) registered with SEBI.

RoC RTGS SCRA SCRR SEBI SEBI Act SEBI ESOP Guidelines SEBI Guidelines Stock Exchanges Syndicate Agreement Syndicate Member[s] Syndicate or members of the Syndicate Takeover Code TRS or Transaction Registration Slip U.S. GAAP Underwriters Underwriting Agreement VCFs

Industry Related Terms Term AAI Acre or acre Description Airports Authority of India. Equals 43,560 Sq. ft.

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Term EDC FSI Gunta IDC IDW LoI MoU NCR SBA SEZ Sq. ft. Sq. mt. Tier I Tier II Other Abbreviations/Terms Term A/c AS CAGR CARE CCTV CRM Customs Act DIPP EGM EPS ERP FCNR Account FDI FIPB GDP GoI or Government HUF ICRA IPO IT I.T. Act ITES I.T. Rules NAV NRE Account NRO Account p.a. P/E Ratio PAN PLR RBI RoNW Rs. SICA SEZ Act U.A.E. or UAE

Description External development charges. Floor Space Index, which is the ratio of the combined gross floor area of all floors of the buildings on a certain plot of land to the total area of the plot. Equals 1,089 Sq. ft. Internal development charges. Internal development works. Letter of Intent. Memorandum of Understanding. National Capital Region of Delhi. Super Built up Area. Special Economic Zone. Square Feet. Square Metre. Cities in India with a population exceeding 5 million. Cities in India with a population between 2 to 5 million.

Description Account. Accounting Standards as issued by the Institute of Chartered Accountants of India. Compound Annual Growth Rate. Credit Analysis and Research Limited, a credit rating agency in India. Closed circuit television. Customer relationship management. The Customs Act, 1962, as amended. The Department of Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of India. Extraordinary general meeting. Earnings per share, i.e., profit after tax for a Fiscal/period divided by the weighted average number of equity shares/potential equity shares during that Fiscal/period. Enterprise resource planning. Foreign Currency Non-Resident Account. Foreign Direct Investment. The Foreign Investment Promotion Board of the Government of India. Gross Domestic Product. Government of India. Hindu Undivided Family. ICRA Limited, a credit rating agency in India. Initial Public Offering. Information Technology. The Income Tax Act, 1961, as amended. Information technology enabled services. The Income Tax Rules, 1962, as amended. Net Asset Value. Non-Resident External Account. Non-Resident Ordinary Account. Per annum. Price/Earnings Ratio. Permanent Account Number. Prime Lending Rate. The Reserve Bank of India. Return on Net Worth. Indian Rupees. The Sick Industries Companies (Special Provisions) Act, 1985, as amended. Special Economic Zones Act, 2005, as amended. The United Arab Emirates.

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Term U.K. U.S., US or USA

Description The United Kingdom of Great Britain and Northern Ireland. The United States of America.

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PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA Financial Data The financial data in this Draft Red Herring Prospectus is derived from the Companys restated consolidated financial statements, as of and for the fiscal year ended March 31, 2007 and the three months ended June 30, 2007, prepared in accordance with Indian GAAP, the Companies Act and restated in accordance with the SEBI Guidelines and, for the period prior to April 1, 2006, since the Company was a standalone entity without Subsidiaries, from the restated unconsolidated financial statements of the Company for the period commencing from February 18, 2005, the date of incorporation of the Company, until March 31, 2006, prepared in accordance with Indian GAAP, the Companies Act and restated in accordance with the SEBI Guidelines. The Companys fiscal year commences on April 1 and ends on March 31, so all references to a particular fiscal year are to the twelve-month period ended March 31 of that year, other than with respect to the Companys financial statements for fiscal 2006, which are for a period of approximately thirteen months, commencing from February 18, 2005, the date of its incorporation, and ending on March 31, 2006. In this Draft Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off. There are significant differences between Indian GAAP and U.S. GAAP; accordingly, the degree to which the Indian GAAP financial statements (consolidated or unconsolidated) included in this Draft Red Herring Prospectus will provide meaningful information is entirely dependent on the readers level of familiarity with Indian accounting practices, Indian GAAP, the Companies Act and the SEBI Guidelines. Any reliance by persons not familiar with Indian accounting practices, Indian GAAP, the Companies Act and the SEBI Guidelines on the financial disclosures presented in this Draft Red Herring Prospectus should accordingly be limited. The Company has not attempted to quantify those differences or their impact on the financial data included herein, and you should consult your own advisors regarding such differences and their impact on our financial data. For more information on these differences, see the section Summary of Significant Differences between Indian GAAP and U.S. GAAP beginning on page 576 of this Draft Red Herring Prospectus. Unless otherwise specified or if the context otherwise requires, all references to India in this Draft Red Herring Prospectus are to the Republic of India, together with its territories and possessions, all references to the US or the USA or the United States or the U.S. are to the United States of America, together with its territories and possessions and all references to U.A.E. or UAE are to the United Arab Emirates, together with its territories and possessions. Currency of Presentation and Exchange Rates All references to Rupees or Rs. or INR are to Indian Rupees, the official currency of the Republic of India. All references to $, US$, USD, U.S.$, U.S. Dollar(s) or US Dollar(s) are to United States Dollars, the official currency of the United States of America; all references to AED or U.A.E. Dirham or DH or Dhs are to United Arab Emirates Dirham, the official currency of United Arab Emirates; all references to CY or CYP are to Cyprus Pound, the official currency of Cyprus; and all references to SGD are to Singapore Dollar, the official currency of Singapore. This Draft Red Herring Prospectus contains translations of certain U.S. Dollar and other currency amounts into Indian Rupees (and certain Indian Rupee amounts into U.S. Dollars and other currency amounts). These have been presented solely to comply with the requirements of Clause 6.9.7.1 of the SEBI Guidelines. These translations should not be construed as a representation that such Indian Rupee or U.S. Dollar or other currencies could have been, or could be, converted into Indian Rupees, as the case may be, at any particular rate or at all. Unless otherwise specified, all currency translations provided herein have been made based on the exchange rates specified by www.bloomberg.com. Industry and Market Data Unless stated otherwise, industry data used in this Draft Red Herring Prospectus has been obtained from industry publications. Industry publications generally state that the information contained in those publications has been obtained from sources believed to be reliable but that their accuracy and

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completeness are not guaranteed and their reliability cannot be assured. Although we believe that the industry data used in this Draft Red Herring Prospectus is reliable, it has not been verified by any independent source. In this Draft Red Herring Prospectus, we have used market and industry data prepared by consultants and government organisations such as CRIS INFAC, NCAER, HVS International, Cushman & Wakefield (India) Private Limited, Jones Lang LaSalle, and Centre for Monitoring Indian Economy, some of whom we have also retained or may retain and compensate for various engagements in the ordinary course of business. Further, the extent to which the market data presented 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 we conduct our business, and methodologies and assumptions may vary widely among different industry sources.

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FORWARD-LOOKING STATEMENTS This Draft Red Herring Prospectus contains certain forward looking statements. These forward looking statements can generally be identified by words or phrases such as will, shall, aim, will likely result, believe, expect, will continue, anticipate, estimate, intend, plan, contemplate, seek to, future, objective, goal, project, should, will pursue and similar expressions or variations of such expressions. Similarly, statements that describe our objectives, strategies, 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 the Companys expectations include, among others: our ability to manage our growth effectively; our ability to compete effectively, particularly in regional markets; the performance of the real estate market and the availability of real estate financing in India; our ability to replenish our Land Reserves and identify suitable sites at reasonable cost; impairment of our title to land; our ability to procure contiguous parcels of land; our ability to obtain permits or approvals in time or at all; our ability to identify suitable projects; our ability to develop all of our Land Reserves; financial stability of our commercial, retail and hotel tenants as well as our prospective tenants or customers; risks associated with using services of third parties; our ability to build malls in appropriate locations and attract suitable retailers and customers; our ability to anticipate and respond to customer requirements; raw material costs and shortages; changes in government policies, laws, regulations and regulatory actions that apply to or affect our business; our ability to continue to benefit from our relationship with our Promoters; our dependence on our senior management and key personnel; our ability to successfully implement our strategy and our growth and expansion plans; contingent liabilities, environmental problems and uninsured losses; failure in our IT systems; the continued availability of applicable tax benefits; the extent to which our projects qualify for percentage of completion revenue recognition; possible conflicts of interest with the Promoters, the Promoter Group and other related parties; the outcome of legal or regulatory proceedings that we are or might become involved in; general economic and business conditions in India; and changes in political conditions and regulatory framework in India.

For a further discussion of factors that could cause our actual results to differ, see the sections Risk Factors, Business and Managements Discussion and Analysis of Financial Condition and Results of Operations beginning on pages xi, 59 and 563, respectively, of this Draft Red Herring Prospectus. 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 future gains or losses could materially differ from those that have been estimated. Forward looking statements speak only as of the date of this Draft Red Herring prospectus. Neither the Company, its Directors and officers, any Underwriter, nor any of their respective affiliates or associates has 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 SEBI requirements, the Company and the BRLMs will ensure that investors in India are informed of material developments until such time as the grant of final listing and trading permission by the Stock Exchanges for the Equity Shares allotted pursuant to the Issue.

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SECTION II: RISK FACTORS RISK FACTORS An investment in our Equity Shares involves a high degree of risk. You should carefully consider all the information in this Draft Red Herring Prospectus, including the risks and uncertainties described below, before making an investment in our Equity Shares. If any or some combination of the following risks actually occur, our business, prospects, financial condition, results of operations and the value of our properties could suffer, the trading price of our Equity Shares could decline and you may lose all or part of your investment. We have described the risks and uncertainties that our management believes are material, but these risks and uncertainties may not be the only ones we face. Additional risks and uncertainties, including those we are not aware of or deem immaterial, may also result in decreased revenues, increased expenses or other events that could result in a decline in the value of the Equity Shares. The numbering of the risk factors has been done to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another. Internal Risk Factors Risks relating to the Company 1. Emaar MGF is a recently formed company with a limited operating history and therefore investors will only have limited past results on which to base their assessment of us. We were incorporated on February 18, 2005 and have financial statements for only two completed fiscal years and for the three months ended June 30, 2007 which are included in the Draft Red Herring Prospectus. As a result of our short operating history, we do not have any completed projects and prospective investors will have limited information with which to evaluate the quality of our projects and our current or future prospects and on which to base their investment decision. Companies in their initial stages of development present substantial business and financial risks and may present much higher investment risk. We have incurred operating losses in our first two fiscal years of operation. We anticipate that we will have limited revenue in the immediate future and as a result our operating losses may continue in the short term. There can be no assurance that we will achieve and sustain profitability in the near future. 2. If we are unable to manage our growth effectively, our business and financial results will be adversely affected. We are a new company and are embarking on a growth strategy, which involves an expansion of our current business lines as well as a diversification into new business areas such as education, healthcare and infrastructure development. As a new company with limited prior experience in the real estate sector, our proposed expansion and diversification will place significant demands on our management as well as our financial, accounting and operating systems. In order to manage growth effectively, we must implement and improve operational systems, procedures and controls on a timely basis, which, as we grow and diversify, we may not be able to implement, manage or execute our projects efficiently in a timely manner or at all, which could result in delays, increased costs and diminished quality and may adversely affect our results of operations and our reputation. If we are unable to manage our growth effectively, our business and financial results will be adversely affected. 3. Our revenues and profits will be difficult to predict and can vary significantly across periods, which could cause the price of our Equity Shares to fluctuate. Under our current business model, revenues and profits are expected to be derived primarily from the sale or leasing of residential, commercial, retail and hospitality properties. While rental and hospitality income can be relatively stable it will reduce our cash flows in the short term and increase the number of periods over which cash would be recovered from such a project, revenues from sales are dependent on various factors such as the size of our developments, the extent to which they qualify for percentage of completion treatment (see the section headed Managements Discussion & Analysis of Financial

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Condition and Results of Operations beginning on page 563 of this Draft Red Herring Prospectus) under our revenue recognition policies, the rights of lessors or third parties that could impair our ability to sell or lease properties and general market conditions. In addition, the anticipated completion dates for our projects, including those set forth in this Draft Red Herring Prospectus, are estimates based on current management expectations and could change significantly, thereby affecting the timing of our sales or lease commencement dates. The combination of any of these factors may result in significant variations in our revenues and profits across periods. Therefore, we believe that period-to-period comparisons of our results of operations will not necessarily be meaningful and should not be relied upon as indicative of our performance. If in the future our results of operations are below market expectations, the price of our Equity Shares could decline. 4. We benefit from our relationship with Emaar and MGF and our business and growth prospects may decline if we cannot benefit from this relationship in the future. We benefit from our relationship with Emaar and MGF in many ways. We have access to Emaars brand name, development expertise and international experience. We also seek to benefit from MGFs local knowledge and capabilities. Given our relationship with Emaar we have been able, and intend to continue, to use Hamptons Group Limited, which is a global property sales, management and development services company, to sell and market our properties in U.K. and other markets. We have entered into arrangements with Emaar Hills Township Private Limited and Boulder Hills Leisure Private Limited, subsidiaries of Emaar, pursuant to which we have agreed to develop an integrated master planned community called Boulder Hills in Hyderabad. We also have sole and joint development arrangements with other partners and proportionate interests in lands owned indirectly by the Company. Our future success is influenced, in part, by our continued relationship with Emaar and MGF. We cannot assure you that we will be able to continue to avail of benefits from this relationship in the future. If we lose the current benefits of our relationship, our business and growth prospects may decline and our financial condition and results of operations may be adversely affected. 5. We will continue to be controlled by our Promoters and certain Promoter Group entities after the completion of the Issue. One of our investor will continue to have certain rights after the completion of the Issue. After the completion of the Issue, our Promoters along with certain Promoter Group entities will control, directly or indirectly, approximately 85.7 per cent of our outstanding Equity Shares. Our Articles of Association and Joint Venture Agreement dated December 18, 2004, as amended, among Emaar, MGF and Sareen Estates Private Limited (the Emaar MGF Joint Venture Agreement) confer certain rights on our Promoters, Emaar and MGF, relating to the governance of the Company. Each of Emaar Mauritius and MGF has the right to appoint three Directors on the Board, MGF has the right to appoint and remove the Managing Director and the Chief Executive Officer of the Company and Emaar Mauritius has the right to appoint and remove the Chairman of the Board (who has a tie casting vote) and the Chief Financial Officer of the Company. In addition, our Articles of Association provide that any decision of the Board in favour of a resolution requires the affirmative vote of at least one nominee Director of each of Emaar Mauritius and MGF. As a result, our Promoters will continue to exercise significant control over us, including being able to control the composition of our Board and determine matters requiring shareholder approval or approval of our Board. Our Promoters may take or block actions with respect to our business, which may conflict with our interests or the interests of our minority shareholders. By exercising their control, our Promoters could delay, defer or cause a change of our control or a change in our capital structure, delay, defer or cause a merger, consolidation, takeover or other business combination involving us, discourage or encourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us. Pursuant to an investment agreement, one of our investor, Citigroup Venture Capital International Ebene Limited will continue to have certain rights after the completion of the Issue, such as registration rights in case of an overseas listing, and a restriction on certain activities that the Company may engage in.

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For further information, see the sections History and Certain Corporate Matters and Main Provisions of the Articles of Association beginning on pages 96 and 697, respectively, of this Draft Red Herring Prospectus. 6. There may be possible conflicts of interest between us and our Promoters or the entities forming part of our Promoter Group or with entities in which our Directors are interested. As per the Emaar MGF Joint Venture Agreement and our Articles of Association, Emaar and MGF have agreed that all FDI compliant real estate development projects in India will be undertaken solely by Emaar MGF. The Emaar MGF Joint Venture Agreement and our Articles of Association further specify that each of Emaar and MGF will direct to us any opportunity received by them relating to the real estate business and will not permit or authorise any of their respective subsidiaries, affiliates or other associated companies to compete with us in connection with the real estate business. However, MGF Group is free to undertake any non-FDI compliant projects independently. While we do not believe that this will impact our business adversely, it may impact the time and resources that MGF Group spends on our business. Risks relating to the Indian real estate market and competition 7. As a new entrant to the Indian market, we may not be able to compete effectively, particularly in regional markets. We are a recent entrant into the Indian real estate market and our performance is heavily dependent on our ability to buy suitable land at reasonable prices and compete against more established and regionally strong developers at a time when awareness of our brand is still growing. We face significant competition from other more established real estate developers, many of whom undertake similar projects within the same regional markets as us and are better known in the market. Given the fragmented nature of the real estate development industry, we often do not have complete information about the projects our competitors are developing and accordingly we may underestimate supply in the market. Our business plan is to expand across India using geographic diversity to spread our exposure to regional demand cycles. In seeking to do this, we face the risk that some of our competitors, who are also engaged in real estate development but with a particular regional focus, may be better known in some of our target markets, enjoy better relationships with landowners in that region, gain early access to information regarding attractive parcels of land and consequently be better placed to acquire such land. Increasing competition in our residential, commercial and retail businesses could result in price and supply volatility, which could cause our business lines to suffer. Competitors may, whether through consolidation or growth, present more credible integrated and/or lower cost alternatives to our projects. There can be no assurance that we may compete effectively with our competitors in the future and failure to compete effectively may have an adverse effect on our business, financial condition and results of operations. In our existing businesses, our competitors include real estate companies such as DLF Limited, Unitech Limited and Ansal Properties Limited. 8. Our business is heavily dependent on the performance of the real estate market and the availability of real estate financing in India. Our business is heavily dependent on the performance of the real estate market in India, particularly in the regions in which we operate, and could be adversely affected if market conditions deteriorate. Real estate projects involve a substantial amount of time and capital to develop, and we could incur losses if we purchase land at high prices and we have to dispose of our developed projects on unfavourable terms. The real estate market is significantly affected by various factors including changes in government policies, economic conditions, growth and expansion plans of domestic and foreign businesses, demographic trends, employment and income levels and interest rates, among other factors. These factors can affect the demand for and valuation of both our projects under development and our planned projects. Further, the real estate market, both for land and developed properties is relatively illiquid, as a result of factors such as high transaction costs and time lag for completed developments, which may limit our ability to respond promptly to market events. The price increases experienced in the Indian real estate market over the past three years are likely to be unsustainable. Lower interest rates on financing from Indias retail banks and housing finance companies, particularly for residential real estate, and favourable tax treatment of loans, have helped

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fuel the recent growth of the Indian real estate market. However, India has experienced rising interest rates over the last two fiscal years, with the RBI repo rate rising from 6.5 per cent as of July 31, 2006 to 7.75 per cent as of July 31, 2007. Rising interest rates or reduced affordability of mortgage finance could discourage customers, particularly customers for our residential properties, from borrowing to finance real estate purchases and could adversely impact the real estate market. The interest rate at which our customers borrow funds affects the affordability of, and hence the market demand for, our residential real estate developments. Additionally, stricter provisioning and risk weightage norms imposed by the RBI in relation to real estate loans by banks and housing finance companies could reduce the attractiveness and availability of property or developer financing and the RBI or the Government of India may take further measures designed to reduce or having the effect of reducing credit to the real estate sector. Our business could be adversely affected if the demand for, or supply of, real estate financing at attractive rates or terms were to diminish or cease to exist. 9. We may not be able to add to or replenish our Land Reserves by acquiring suitable sites at reasonable cost which may adversely affect our business and prospects. In order to maintain and grow our business, we will be required to continuously increase our Land Reserves with new sites for development. Our ability to identify and acquire suitable sites is dependent on a number of factors that are beyond our control. These factors include the availability of suitable land, the willingness of landowners to sell land and/or assign development rights on terms attractive to us, the ability to obtain an agreement to sell from all the owners where land has multiple owners, the availability and cost of financing, encumbrances on targeted land, government directives on land use and the obtaining of permits and approvals for land acquisition and development. The failure to acquire or obtain development rights over targeted or purchased land may cause us to modify, delay or abandon entire projects, which in turn could cause our business to be adversely affected. Further information on our Land Reserves is contained in Our Business Description of our Business Land Reserves on page 66 of this Draft Red Herring Prospectus. In addition, land acquisition in India has historically been subject to regulatory restrictions on foreign investment. These restrictions are gradually being relaxed and, combined with the aggressive growth strategies and financing plans of real estate development companies as well as real estate investment funds in the country, this is in some cases making suitable land increasingly expensive. If we are unable to compete effectively in the acquisition of suitable land, our business and prospects will be adversely affected. 10. We face uncertainty of title to our lands. The difficulty of obtaining title guarantees in India means that title records provide only for presumptive rather than guaranteed title. The title to these lands is often fragmented. Some of these lands may have irregularities of title, such as non-execution or non-registration of conveyance deeds and inadequate stamping and may be subject to encumbrances of which we may not be aware. For most of our land we have not yet completed the mutation process, which is the process by which our name is reflected in the local authority revenue records as owner of the land, and/or obtained non-encumbrance certificates from relevant authorities. In addition, our projects may be executed in collaboration with third parties. In some of these projects, the land may be owned by one or more of such third parties. In such instances, we cannot assure you that the persons with whom we enter into collaboration agreements have clear title to such lands. While we conduct due diligence and assessment exercises prior to acquiring land, we may not be able to assess or identify all risks and liabilities associated with the land, such as faulty or disputed title, unregistered encumbrances or adverse possession rights. Most of our land is located in areas where the vernacular languages, such as Gurmukhi, are the principal languages used in the sale deed documentation and registration process, and we rely on local expertise in our due diligence and documentation. As a result, not all of our lands may have guaranteed title or title that has been independently verified. The uncertainty of title to land makes the acquisition and development process more complicated, may impede the transfer of title, expose us to legal disputes, adversely affecting our land valuations and our business and financial condition. Legal disputes in respect of land title can take several years and considerable expense to resolve if they become the subject of court proceedings. The outcome of such legal proceedings can be uncertain. If

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we, or the owners of the land which is the subject of our development agreements, are unable to resolve such legal disputes or title defects, we may lose our interest in the land. Our ability to develop such land may be impaired pending the resolution of such dispute. The failure to obtain good title to a particular plot of land may prejudice the success of a development for which that plot is a critical part and may require us to write off expenditures in respect of the development. 11. It is often impracticable to obtain legal opinions in respect of land title in India and we have not obtained title opinions for a portion of our land comprising our Land Reserves. There may be a number of uncertainties relating to land title in India including, among other things, difficulties in obtaining title guarantees and fragmented or defective title (see We face uncertainty of title to our lands on page xiv). While we seek to retain lawyers to conduct due diligence and assessment exercises and issue title search reports prior to acquiring land, entering into joint or sole development agreements with land owners, and undertaking projects, it is impracticable for counsel to give legal opinions satisfying various technical legal requirements which arise out of court decisions because of the uncertainties discussed above. Prospective investors should note that neither legal counsel to the Issuer nor to the Underwriters is providing opinions in respect of title to our Land Reserves. Additionally, title insurance is not commercially available in India to guarantee title or development rights in respect of land. The absence of title insurance in India means that we face a risk of loss of land we believe we own or have development rights over, which would have an adverse effect on our business, financial condition and results of operations. For details on the Land Reserves, see Our Business Description of our Business Land Reserves on page 66. 12. Our inability to procure contiguous parcels of land may affect our future development activities. We seek to acquire parcels of land and development rights over parcels of land in various locations, over a period of time, for future development. In some cases, these parcels of land may be consolidated to form a contiguous landmass, upon which we can undertake development. However, we may not be able to procure such parcels of land at cost effective prices or on other terms that are acceptable to us or at all, which may affect our ability to consolidate parcels of land into a contiguous mass. Failure to acquire such parcels of land may cause delays or force us to abandon or modify the development of the land in such locations, which may further result in us failing to realise our investment for acquiring such parcels of land. Accordingly, our inability to procure contiguous parcels of land or enter into development agreements with the land owners may adversely affect our business prospects, financial condition and results of operations. 13. We enter into MoUs, agreements to purchase and similar agreements with third parties to acquire land or development rights which entails certain risks. We enter into MoUs, agreements to purchase and similar agreements with third parties to acquire title or land development rights with respect to certain land. Since we do not acquire ownership or land development rights with respect to such land upon the execution of such MoUs, formal transfer of title or land development rights with respect to such land is completed after we have conducted satisfactory due diligence and/or requisite governmental consents and approvals have been obtained and/or we have paid all of the consideration for such land. As a result, we are subject to the risk that pending such consents and approvals, payment of considerations or our due diligence, sellers may transfer the land to other purchasers or that we may never acquire formal title or land development rights with respect to such land, which could have an adverse impact on our business. Of our total Land Reserves of 542.0 million square feet of Saleable Area, we have entered into MoUs and agreements to purchase and similar agreements with third parties to acquire land or land development rights in respect of 39 million square feet, representing 7.16 per cent of our total Saleable Area. For further details in relation to our Land Reserves, see the section Business Description of Our Business Land Reserves on page 66 of this Draft Red Herring Prospectus. We also make partial payments to third parties to acquire certain land or land development rights which we may be unable to recover under certain circumstances. We cannot assure you that the acquisition of such land or land development rights will be completed in a timely manner, at the intended cost, or at all. In the event that we are unable to acquire such land or land development rights, we may be unable to recover the partial payment made by us with respect to that land. Our inability to acquire such land or land development rights, or if we fail to recover the partial payment made by us with respect to such land, may adversely affect our business, financial condition and results of operation.

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Further, certain third parties with whom we have entered into such agreements may not have ownership rights or clear title over such land or may have created encumbrances over such land or have litigation pending with respect to such lands or may have to comply with certain conditions before the title to such land or land development rights may be conveyed to us. Until ownerships rights or clear title has been obtained, litigation is settled, such conditions have been complied with or a judgment has been obtained by a court of competent jurisdiction, we may be unable to utilise such lands according to the terms of such agreements which could adversely affect our business, financial condition and results of operations. 14. We currently undertake and in the future will undertake certain projects by entering into development agreements with third parties, which may entail certain risks. We engage in certain projects by entering into development agreements with third parties that own title to land or are in the process of obtaining title to land and we, by virtue of a development agreement, acquire development rights to such land. Certain parties granting us development rights have not yet acquired ownership rights or clear title in respect of land that we have categorised as part of our Land Reserves. As of August 31, 2007, such land comprised in the aggregate approximately 2,050 acres, representing approximately 17% of our Land Reserves and includes for example (i) land in Punjab and Delhi where the parties granting us development rights have beneficial interest over land through arrangements or agreements, including land pooling schemes, and (ii) land in Pune where the party granting us development rights is the registered owner in respect of only 225 acres of land of the total area of 520 acres and has entered into MoUs/agreements to sell and purchase or is in negotiations with the owners of land to acquire the remaining land. Parties granting us development rights may also have litigation pending with respect to such lands. We cannot assure you that the third parties with whom we have entered into such agreements will be successful is acquiring ownership rights or clear title to such land. If such irregularities exist in respect of land over which we have joint or sole development rights, we may not be able to develop and/or acquire such land, which could have an adverse effect on our financial condition and results of operations. Further, we are generally required to obtain approvals and licenses in respect of the project under development and complete the project within a specified period of time, failing which the agreement may be terminated and/or our security deposit may be forfeited and/or we may be required to pay compensation and/or liquidated damages. We generally bear the costs of development of the land, including payments in respect of license fees, obtaining and/or renewing licenses, change of land use and other expenses relating to sanctioning of plans and completion. Upon the completion of the development, we are entitled to acquire (i) right, title and interest over 100% of the total developed area of the land or (ii) right, title and interest over a specified proportion (not all) of the total developed area of the land or a specified portion of the gross or net revenue generated from the developed project. In certain agreements, our development rights or entitlement to a specified proportion of the revenue generated from the project is for a specified period of time. For example, in Andhra Pradesh, under an assignment agreement dated November 3, 2006, our rights over 235 acres of land to be developed as a golf course are for a term of 66 years after which the developed project reverts back to Andhra Pradesh Industrial Infrastructure Corporation Limited, the lessor of the land. In certain agreements, we are not entitled to assign the agreement in favour of our associates or Subsidiaries unless the written consent of the entity granting us development rights is obtained. We also sometimes enter into joint development agreements pursuant to which we share the development rights with our joint development partner. If a joint developer fails to perform its obligations in a satisfactory manner, the joint partnership may be unable to successfully complete the intended project on the intended timetable, at the intended cost, or at all. Further, such parties may have business interests or goals that are inconsistent with ours, such that disputes may arise which could cause delays in completion, or the complete abandonment, of the project. For a detailed description of our Land Reserves, see Our Business Description of our Business Land Reserves on page 66.

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15. Most of our projects are in the preliminary stages of planning and require approvals or permits and we are required to fulfil certain conditions precedent in respect of some of them. Our plans in relation to a significant number of our intended projects in our four business lines (residential, commercial, retail and hospitality) and other initiatives (healthcare, education and infrastructure) have yet to be finalised and approved. We require statutory and regulatory approvals and permits and applications need to be made at appropriate stages for us to successfully execute each of these projects. For example, we are required to obtain requisite environmental consents, fire safety clearances, no-objection from the Airport Authority of India and the commencement, completion and occupation certificates from the competent governmental authorities. Of our total Land Reserves of 12,544 acres, approximately 83 per cent comprises agricultural land for which we and our joint development partners have not yet obtained a certificate of change of land use. We are currently in the process of converting another 10 per cent of our total Land Reserves into non-agricultural land for which applications are pending with relevant authorities. Further, we are required to renew certain of our existing approvals. While we believe we will obtain approvals or renewals as may be required, there cannot be any assurance that the relevant authorities will issue any such approvals or renewals in the anticipated time frames or at all. Any delay or failure to obtain the required approvals or renewals in accordance with our project plans may adversely effect our ability to implement our planned projects and adversely affect our business and prospects. Further, some approvals and/or renewals for projects under joint development have been obtained or applied for by our joint development partners and/or owners of the land and such approvals and/or renewals have not been transferred in our name. We cannot assure you that our joint development partners will obtain such approvals and/or renewals, in a timely manner, or at all. Approximately 83 per cent of our total Land Reserves comprises land for which we or our joint development partners have not yet obtained a certificate for change of land use from agricultural use. The procedure for obtaining a certificate for change of land use varies from state to state. However, the procedure typically followed includes the filing of an application (along with the requisite documents) in a prescribed format with the relevant authority for obtaining a change of land use permission/certificate. Such application is considered by the relevant authority on the basis of criteria established in the relevant zoning regulations for the development of such land. A decision is communicated by the relevant authority within a prescribed period from the date of submission of the application. The applicant is also required to pay fees for a certificate of change of land use, which may vary from state to state. Moreover, there can be no assurance that we or our joint development partners will not encounter material difficulties in fulfilling any conditions precedent to the approvals or renewals. For example, our licenses in respect of certain group housing projects in Punjab require us to construct residential units/develop plots for economically weaker sections on specified area of land. The sale, including the sale price, of such units/plots is to be determined by the government. Further, we may not be able to adapt to new laws, regulations or policies that may come into effect from time to time with respect to the real estate industry in general or the particular processes with respect to the granting of approvals. For more information, see the section Government/Other Approvals beginning on page 636 of this Draft Red Herring Prospectus. 16. The government may exercise rights of compulsory purchase or eminent domain in respect of our lands. Like other real estate development companies in India, we are subject to the risk that central or state governments in India may exercise rights of eminent domain, or compulsory purchase in respect of lands. The Land Acquisition Act, 1894 allows the central and state governments to exercise rights of compulsory purchase, or eminent domain, which, if used in respect of our land, could require us to relinquish land with minimal compensation. The likelihood of such actions may increase as the central and state governments seek to acquire land for the development of infrastructure projects such as roads, airports and railways. Any such action in respect of one or more of our major current or proposed developments could adversely affect our business. 17. We may not be successful in identifying suitable projects both in terms of the type and location of our projects, which may impede our growth.

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Our ability to identify suitable projects is fundamental to our business and involves certain risks, including identifying and acquiring appropriate land or development rights over appropriate land, appealing to the tastes of residential customers, understanding and responding to the requirements of commercial clients and anticipating the changing retail and hospitality trends in India. In identifying new projects, we also need to take into account land use regulations, the lands proximity to urban infrastructure and civic amenities such as transport links, water and electricity. We may not be successful in identifying suitable projects that meet future market demand. The failure to identify suitable projects, build or develop saleable or lettable properties or meet customer demand in a timely manner could result in lost or reduced profits. In addition, it could reduce the number of projects we undertake and impede our growth. 18. Our Land Reserves may be affected by a change in approved land use in urban master plan areas. We believe that most of our Land Reserves are located in government approved urban master plan areas and it has been and will continue to be our policy to purchase land in such areas in order to mitigate the risk that Land Reserves be recharacterised to their original use. However, there remains the possibility that, even in government approved urban master plan areas, designation and characterisation of land as commercial, residential or otherwise may change. If we are unable to use the land for the development for which the land was purchased, we may be required to modify, delay or abandon elements of that development or the development project in its entirety, which could have an adverse effect on the relevant project and as such our business. 19. We may not be able to develop all of our Land Reserves. We have Land Reserves in various regions across India. As of August 31, 2007, these Land Reserves amounted to 12,544 acres with an aggregate estimated Saleable Area of 542.0 million square feet of which over 17.0 million square feet is under development. For a detailed description and tabular information of our Land Reserves, see Our Business Description of our Business Land Reserves on page 66. Our ability to develop our Land Reserves and generate the estimated Developable Area is subject to a number of risks and contingencies, some of which are summarized below: the title to the lands we own may be defective or could be challenged; the MoUs and agreements to purchase and/or develop land may expire, and we may not be able to renew the agreements that have expired; we may not receive the lands that are supposed to be allocated to us by government authorities, whether as a result of political factors or otherwise; and we may not receive the expected benefits of the sole or joint development rights we have been granted.

Some of these risks are discussed in greater detail below. If any of these risks materialize, we may not be able to develop our Land Reserves and generate developed area in the manner we currently contemplate, which could have a material adverse effect on our business, results of operations and financial condition. 20. The success of our residential property business is dependent on our ability to anticipate and respond to consumer requirements. The growing disposable income of Indias middle and upper income classes, together with changes in lifestyle, has resulted in a substantial change in the nature of their demands. Increasingly, consumers are seeking better housing and better amenities such as schools, retail areas, health clubs and parks in new residential developments. In our residential business line our focus is on developing integrated master planned communities in the mid to luxury segment in which we design, build and sell a wide range of properties including villas, townhouses and apartments of varying sizes. By integrated master

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planned communities, we mean that we include healthcare, developments that have one or more community facilities, including hospitals, schools, retail and commercial buildings, enabling a live, work and play theme within the same development. These sorts of amenities have historically been uncommon in Indias residential real estate market and if we fail to anticipate and respond to consumer requirements, we could lose potential customers to competitors, which in turn could adversely affect our business and prospects. 21. The success of our retail strategy depends on our ability to build malls in appropriate locations and attract suitable retailers and customers. The success of our retail real estate business depends on our ability to recognise and respond to the changing trends in Indias retail sector and position ourselves in attractive locations. We believe that in order to draw consumers away from traditional shopping environments such as small local retail stores or markets as well as from competing malls, we need to create demand for our malls where customers can take advantage of a variety of retail options and amenities. We also must secure suitable anchor tenants and other retailers as they play a key role in generating customer traffic. There can be no assurance, however, that our anchor tenants will attract or draw potential customers to enter into our malls. With the likely entry of major international retail companies into India and the establishment of competing retail operations, there will be an increasing need to attract and retain major anchor tenants and other retailers who can successfully compete with the growing presence of large international retailers. A decline in retail spending or a decrease in the popularity of the retailers businesses could cause retailers to cease operations or experience significant financial difficulties that in turn could harm our ability to continue to attract successful retailers and visitors to our malls. 22. Our plans to develop hotels are subject to a number of contingencies and may not be successful. As part of our growth strategy, we intend to use our existing real estate development capabilities to build and own hotels. The success of this business is dependent on our ability to select appropriate locations and to successfully undertake projects with our strategic partners to profitably operate the hotels. Our success in the development of hotels will also depend on our ability to forecast and respond to demand in an industry in which we have little or no experience to date. We have entered into a joint venture relationship with Accor for the development and operation of the Formule 1 brand of budget hotels to India and a joint venture agreement with Premier Travel Inn in relation to the development and operation of mid-market category hotels. We have entered into an operating agreement and a memorandum of understanding with Marriott Hotels India Private Limited and a letter of intent with Four Seasons Hotels Limited to develop, operate and manage hotels with them under certain Marriott and Four Seasons brands. Our hotel business is reliant on attracting further quality hotel operators and in the process reliant on their performance to consistently deliver a well run, well regarded establishment. We cannot assure you that these ventures will be successful. In the event that these arrangements with our strategic partners are not successful, our reputation as a hospitality partner for future projects may be affected. If our partners fail to meet their obligations or experience financial or other difficulties or suffer a loss of reputation, our projects may suffer and, as a result, our business and results of operations. The hotel industry entails additional risks that are distinct from those applicable to our businesses of developing residential, commercial and retail properties, including the supply of hotel rooms exceeding demand, the failure to attract and retain business and leisure travellers as well as adverse international, national or regional travel or security conditions. Any of these developments could have an adverse effect on our business, results of operations and financial condition. For further detail see Our Business Leveraging our strategic relationships on page 5 of this Draft Red Herring Prospectus. Risks relating generally to our business 23. A decline in the financial condition of our residential, commercial, retail and hotel customers as well as our prospective tenants or customers may adversely affect our business and financial results. General economic conditions may affect the financial stability of our customers and prospective customers and/or the demand for our residential, commercial, retail and hospitality real estate. In the event of a default by a tenant prior to the expiry of a lease, we will suffer a rental shortfall and incur additional costs, including legal expenses, in maintaining, insuring and re-letting the property. If we are unable