Vesta

Business Plan

VESTA
PROJECT OVERVIEW

OVERVIEW OF VESTA Situated in Sector 70, CBD of Gurgaon surrounded by many big brands like Unitech, DLF, Vipul, Spaze, TATA
Housing etc.

.65 Million Sq. Ft of FSI including commercial office space, retail and serviced apartments based on concept of WORK, LIVE, SHOP and PLAY Commercial Office space (85%) Commercial Retail Space (10%) Serviced Apartments (5%) .5525 Million sq. ft. .0325 Million sq, ft .065 Million sq, ft

Relationships with internationally acclaimed architects and design consultants/groups including HOK(USA), Callison(USA) and RMJM(UK). Strong relationship with global leaders who are occupants of its developed properties

OUR BUSINESS MODEL - CAPITAL EFFICIENT

Spanning across all segments of real estate

Segment

Approach

Differentiators

Serviced Apartments

Acquire, develop, brand, sell world class facilities Build a portfolio of budget, 5 star etc.
Acquire land, develop, rent, sell Focus on IT, ITeS Built to suit, customized, multi-tenanted One-of-its-kind family entertainment model Exclusive international arrangements

Commercial Office

Strategic locations, Superior quality Partnerships with global brands, Create sustainable value Customer delight Marquee customers Global standards Efficient capital rotation Unmet market demand Strong valuable niche

Entertainment

Retail

Focus on quality, mall management, preferred anchor relationships

Leveraging relationships for quality in niche segments Creative business formats

develop, bring in anchor tenant, hold/sell

BUSINESS STRATEGY

Achieve a high growth by establishing a pan India presence with focus on markets experiencing strong economic activity Focus on high value added activities of the real estate value chain; quick recycling of capital to maximize returns Land bank acquisition - Early identification of potential growth areas. Focus on suburbs of key towns and cities. Avoid open auction process Focus on residential segment while having a diversified product portfolio. Create a destination by undertaking large mixed use projects in the suburbs of cities

Maintain edge in product design and quality

Develop and nurture relationships with all stakeholders Attract and retain high quality talent

COMMERCIAL PROJECTS

Unitech enjoys a leading position in the Grade A office market in the NCR, esp. Gurgaon with over 3mn sq ft of completed development Marquee clients including Fidelity, Master Card, Hewlett Packard, Gillette, Hewitt, Vertex, Keane, Convergys, EDS Existing occupants prefer to lease additional space from Unitech Mix of various office types

Built-to-suit (e.g. leading international consulting firm) Customized facilities Multi-tenanted Completed Development: Signature towers, Unitech Business Park, Cyber Park Accelerating business from new clients

Prime Locations near commercial heart of Gurgaon & other cities

World-class standards - renowned architects, efficient and elegant designs Campus developments - scale-up options to clients Value additions: common amenities, maintenance, risk and disaster management etc.,

COMMERCIAL PROJECTS

OVERVIEW - UNITECH CORPORATE PARKS PLC

Isle of Man company investing in Indian real estate, primarily focused on Information Technology ("IT") Parks/IT Special Economic Zone ("SEZ") developments Fully seeded portfolio Majority stake in all seed portfolio assets High quality seed portfolio

Over 21 mn sq.ft of leasable area Strategic location of seed assets Highly visible development plan - construction already commenced in 4/6 properties

Right of First Refusal on future Unitech IT Parks/IT SEZ developments with a projected built up area of more than 1 mn sqft Unitech to co-invest in all projects along with UCP Access to local knowledge and superior execution capabilities through investment management and project management relationship with Unitech and affiliates Experienced board with majority of independent directors Intends to target developments which it believes could generate a project level IRR of at least 25%

Unitech Corporate Parks Plc Isle of Man

Nectrus Ltd. (Investment Advisor)

UCP-Corporate Structure

Cyprus

The corporate structure provides significant tax and regulatory benefits The structure enhances the flexibility for UCP to exit through shares of Mauritius SPVs or India SPVs

Investment Management Agreement

Candor Investments Limited

100% -

Mauritius

Opportunities to exit to international or Indian investors

Tulipa Investment s Inc

Gladiolys Realty Inc

Acacia Properties Inc

Dotterel Estates Inc

Sparrow Properties ltd.

Myna Holdings Ltd.

Other benefits include

60% -

60% -

60% -

60% -

60% -

60% India

No capital gain on sale of shares of Indian/Mauritius SPVs Dividend distribution tax in Indian SPVs can be partially offset in Mauritius SPVs No obligation on UCP to register for VAT as the principal activity is to invest in subsidiaries

G1 - ITC
40%

G2 - IST
40%

N1

N2

N3

K1

40%

40%

40%

40%

Unitech or Affiliates

HIGH QUALITY FULLY SEEDED PORTFOLIO WITH FUTURE AVENUES FOR GROWTH
Strategic location within micro-markets

All seed assets located in prime sub-urban locations Excellent proximity to major vehicular arteries

State of the art architecture

All seed assets designed by internationally acclaimed architects Project specifications meet needs of top tier tenants Modular development and scale attractive to growing tenants

Four of the six seed assets have already achieved ground breaking Remaining projects underway shortly All Construction expected to be complete by April 2010 subject to receipt of all necessary approvals Superior transparency and understandability of assets

Highly visible development plan

Future avenues to portfolio growth

Right of first refusal on future Unitech IT parks/IT SEZ developments with a projected built up area of more than 1 million sq ft New markets may include Chennai, Hyderabad and Kochi

SUMMARY OF SEED PORTFOLIO

Seed Portfolio Assets - Snapshot Name G1 - ITC Description IT Park built over 24.7 acres in close proximity to NH - 8 IT Park built over 28.4 acres on old Delhi Gurgaon Highway IT Park built over 19.3 acres in Sector 62, Noida IT Park built over 29.7 acres in Sector 135, Noida IT Park built over 50.0 acres in Greater Noida IT Park built over 45.4 acres in Kolkata 197.5 acres Micro Market Gurgaon (NCR) Office Area (sq ft) 3,213,737 Retail Area (sq ft) 50,000 SEZ Status Forma approval from Board of Approval Formal approval from Board of Approval Non-SEZ Formal Approval from board of approval Formal Approval from board of approval Formal Approval from board of approval

G2 - IST

Gurgaon (NCR)

3,699,076

50,000

N1 N2 N3 K1 Total

Noida (NCR) Noida (NCR) Greater Noida (NCR) Kolkata

1,971,590 3,069,177 4,847,055 4,250,773 21,051,408

60,000 60,000 100,000 100,000 420,000

Note: Given areas are estimates and are subject to change

INVESTMENT POLICY
INVESTMENT DEVELOPMENT EXIT/REINVESTMENT

Invest in FDI compliant IT park and IT SEZ development projects

Focus on established/ upcoming IT hubs

Will acquire majority stake in assets Co-investment by Unitech in all assets ROFR over applicable projects

Unitech affiliate to be responsible for development and leasing

Board to monitor performance to ensure minimum deviation from business plan

All developments to exhibit high quality design standards Timely completion targeted by leverage of internal expertise and relationships with high quality vendors High quality tenants sourced through existing network and Unitech reputation

Company will target exit through sale of shares at India or Mauritius level or sale of assets - Potential buyers include REITs, international institutional investors and property funds, and possibly Unitech or other Indian real estate companies

Exit and reinvestment/ distribution decisions will consider - Maximization of value - Return expectations - Alternative investment opportunities - Regulatory framework

INVESTMENT MANAGEMENT TERMS

Company Term

The company will have an initial offering period of 8 years. The life may be extended by

A majority vote of the Board or Special resolution of the shareholders (75% majority)

The renewal period may be 1-3 years and the Companys operating shall not extend beyond year 12

Re-investment and Distribution

The net returns made by the Company will be available for reinvestment The Board will determine the dividend/distribution policy and will consider making distributions after the first 3 years of the Companys life

Corporate Governance

The Company will invest as a majority shareholder but shall not invest in excess of 74% of the equity in any project Unitech will maintain a minimum 26% equity stake in any project in which Company is invested The Company will have a Right of First Refusal for all Unitech qualifying IT Park and IT SEZ development projects with a minimum expected built up area of 1 mn sq. ft. Majority of the board of directors will be independent

INVESTMENT MANAGEMENT TERMS

Management Fees

The Asset Manager will be paid quarterly in arrears fees of 0.50% (2.0% annually) of the Companys average invested equity capital on the applicable historical cost basis The First Performance Benchmark (FPB) of the Company will be a 10% Project IRR and the Second Performance Benchmark (SPB) of the Company will be a 20% Project IRR The Asset Manager will receive a Performance Fee from the Company of 20% of the net cash flow generated in excess of the FPB up to the SPB and 30% of net cash flow generated in excess of the SPB Upon sale of an asset, 75% of the Performance Fee will be paid immediately and 25% will be held in escrow

Performance Fees

At the end of the Companys life, the overall Project IRR for the combined portfolio of Company investments will be determined and Total Performance Fees Due will be determined and escrow distributed accordingly
No clawbacks of Performance Fees previously paid to the Asset Manager

RETAIL PROJECTS

Developed the largest mall in India at Noida - lettable area of 1 mn sqft Has a tenant profile that includes almost every major retail chain in India High street lifestyle shopping over 220,000 sqft developed at Rohini, Delhi

Tenants includes Levis, Benetton, Addidas, Nike, Bossini, Liliput, Titan, Gini and Jony, Pantaloon etc.,

Aggressive plans to develop malls in other markets Developing convenience shopping centres as part of township development. Developing International Logistics City - Supply chain infrastructure for retail

ENTERTAINMENT PROJECTS

Developing some of Asias largest amusement parks Ideal location and huge market opportunity JV partnership provides mix of amusement park operating and real estate development skills Alliance with Turner International for Pogo & Cartoon Network Commercial real estate component of Unitechs amusement parks provide significant value creation potential
Projects Entertainment City Adventure Island Chandigarh Entertainment City Location Noida Delhi Chandigarh Total Area (Acres) 147 62 73 282

HOSPITALITY PROJECTS

Target all hotel categories with customized fit-to-market offerings:

Luxury Business Hotels Serviced Apartments Resorts Limited Service Hotels (Management/ Franchisee)

Our hotel strategy will be focused on building hotels as an integrated part of our real estate projects Unitech will focus on hotel development and construction

Internationally recognized operators will manage hotels/ resorts Signed agreement with Marriott for 832 rooms in the next 3 years In dialogue for additional properties with Marriott/ other hotel chains

Initially target key metro markets and select other cities

Brand Neutral - Maximize exit valuations Land available for developing 28 hotels/serviced apartments

HOSPITALITY PROJECTS

SPECIAL ECONOMIC ZONES - SEZs

Unitech is working closely with various state governments to develop SEZs across the country Unitech is focusing on developing multi-product SEZs and also sector specific SEZs (IT/Auto) Unitech has received an in-principle approval for development of Multi-Product SEZ at Kundli, Haryana over 9884 acres. It is expandable to 20,000 acres Unitech is part of the consortium New Kolkata International Development Pvt. Ltd. which signed an agreement with Government of West Bengal for developing 2 SEZs at Haldia - Petrochemical SEZ over 10,000 acres and a multi-product SEZ over 12,500 acres Unitech has received an in-principle approval for development of an Auto component SEZ in Gurgaon over 250 acres In-principle approval received for developing an Apparel SEZ in Gurgaon in over 250 acres

OTHER AREAS OF BUSINESS

Infrastructure development:
Unitech was among the first players to enter organized Infrastructure development in India Wide experience

Roads & Highways

Bridges Industrial civil structures Power plant chimneys Transmission towers & turnkey projects

Experience across domestic & international projects

Currently executing only non Unitech projects Strong synergies with our real estate business Facilities management business through a partnership with Trammell Crow Developing golf courses and golf communities

DEVELOPMENT PLAN SUMMARY

City/Region Total Land Area
(in Acres) NCR Chennai Kolkata Kochi Hyderabad Bangalore Mohali, Chandigarh Agra Varanasi 2565 2085 5198 673 359 103 423 1500 1500

Estimated Total Saleable Area

(million sq.ft) 116.40 104.7 167.06 38.34 18.7 9.92 12.55 31.36 34..1 .3 1.31 1.6 (million sq. yard) 1.21 1.42 4,8 .40 .41

Siliguri
Total

232
14638

13.0
546.13 11.45

Share of Unitech in land at certain locations is less than 100%. Unitechs share in total land shown above is approx. 10700 acres

STRENGTHS

Scale of operation and experience in execution of large projects better positions us to identify and successfully implement new projects Ability of the management to identify and procure land parcels in strategic locations with high profitability prospects Unitech is an established brand and is associated with a high level of trust amongst customers and suppliers. Unitech was bestowed upon the title of Super Brand by Super Brand India in September 2004 - one of the only 100 business brands to be conferred such title in the country Unitechs projects are known for their design, construction and innovation Unitech has well qualified and experienced employee base and proven management team. Attracts high caliber management and technical professionals due to its leadership position and progressive people practices Unitechs experience and expertise in the construction business can be leveraged to build its real estate business Unitechs good working relationships with financial institutions, enhances its ability to raise funding for large projects at competitive rates Ability to work and effectively liaise with government agencies to ensure timely completion of projects

FINANCIALS (CONSOLIDATED)
FY07 (Rs. in billion) Total Income Total Expense Interest Depreciation Profit before Tax Profit after tax Paid Up Equity Capital* Face Value (in Rs)* EPS (in Rs.) Reserves (excluding revaluation reserve) Total Debt Total Cash (including investments in liquid instruments 33.88 12.87 3.02 0.08 17.92 13.06 1.62 2 16.09 18.80 39.81 14.30 FY06 (Rs. in billion) 9.26 7.30 0.46 0.11 1.39 0.88 0.12 10 67.33 2.47 10.45 3.98