Bussiness Plan 2

8/3/2019 Bussiness Plan 2

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Vesta

Business Plan


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VESTA

PROJECT OVERVIEW


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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%) - .5525 Million sq. ft.Commercial Retail Space (10%) - .0325 Million sq, ft

Serviced Apartments (5%) - .065 Million sq, ft

Strong relationship with global leaders who are occupants of its developed properties

Relationships with internationally acclaimed architects and design consultants/groups

including HOK(USA), Callison(USA) and RMJM(UK).


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OUR BUSINESS MODEL - CAPITAL EFFICIENT

Spanning across all segments of real estate

Segment Approach Differentiators

Serviced Apartments

Commercial Office

Entertainment

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

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

Retail Focus on quality, mall management, preferred anchorrelationships

Leveraging relationships for qualityin niche segments

develop, bring in anchor tenant,hold/sell

Creative business formats


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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 estatevalue chain; quick recycling of capital to maximize returns

Land bank acquisition - Early identification of potentialgrowth areas. Focus on suburbs of key towns and cities.Avoid open auction process

Focus on residential segment while having a diversifiedproduct 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


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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

Prime Locations near commercial heart of Gurgaon & other cities

Completed Development: Signature towers, Unitech Business Park, Cyber Park

Accelerating business from new clients

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.,


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COMMERCIAL PROJECTS


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OVERVIEW - UNITECH CORPORATE PARKS PLC

Isle of Man company investing in Indian real estate, primarily focused on InformationTechnology ("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 aprojected 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 investmentmanagement 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%


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Unitech

Corporate

Parks Plc

Nectrus Ltd.

(Investment

Advisor)

Investment Management

Agreement Candor

Investments

Limited

Tulipa Acacia

Isle of Man

Cyprus

100% - Mauritius

Sparrow Myna

UCP-Corporate Structure

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

Opportunities to exit to international or

Indian investors

Other benefits includeInvestment

s Inc

60%

-

G1 - ITC

40%

GladiolysRealty Inc

60%

-

G2 - IST

40%

DotterelProperties Properties HoldingsEstates Inc

Inc ltd. Ltd.

60% 60% 60% 60%

- - - -

India

N1 N2 N3 K1

40% 40% 40% 40%

Unitech or Affiliates

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


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HIGH QUALITY FULLY SEEDED PORTFOLIO WITH FUTURE AVENUES FOR GROWTH

Strategic location

All seed assets located in prime sub-urban locations

within micro-markets

Excellent proximity to major vehicular arteries

State of the artarchitecture

Highly visibledevelopment plan

Future avenues toportfolio growth

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

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


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SUMMARY OF SEED PORTFOLIO

Seed Portfolio Assets - Snapshot

Office Area (sq

Name Description Micro Market ft) Retail Area (sq ft) SEZ Status

G1 - ITC IT Park built over 24.7 acres in close Gurgaon (NCR) 3,213,737 50,000 Forma approval from Board of

proximity to NH - 8 Approval

G2 - IST IT Park built over 28.4 acres on old Delhi Gurgaon (NCR) 3,699,076 50,000 Formal approval from Board of

Gurgaon Highway Approval

N1 IT Park built over 19.3 acres in Sector Noida (NCR) 1,971,590 60,000 Non-SEZ

62, Noida

N2 IT Park built over 29.7 acres in Sector Noida (NCR) 3,069,177 60,000 Formal Approval from board of

135, Noida approval

N3 IT Park built over 50.0 acres in Greater Greater Noida 4,847,055 100,000 Formal Approval from board of

Noida (NCR) approval

K1 IT Park built over 45.4 acres in Kolkata Kolkata 4,250,773 100,000 Formal Approval from board of

approval

Total 197.5 acres 21,051,408 420,000

Note: Given areas are estimates and are subject to change


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INVESTMENT POLICY

INVESTMENT

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

DEVELOPMENT

Unitech affiliate to be

responsible for development

and leasing

Board to monitor

performance to ensureminimum deviation frombusiness plan

All developments to exhibit

high quality designstandards

Timely completion targeted

by leverage of internal

expertise and relationshipswith high quality vendors

High quality tenants sourced

through existing networkand Unitech reputation

EXIT/REINVESTMENT

Company will target exit

through sale of shares at Indiaor Mauritius level or sale ofassets

- Potential buyers includeREITs, international

institutional investors andproperty funds, and possiblyUnitech or other Indian realestate companies

Exit and reinvestment/

distribution decisions will

consider

- Maximization of value

- Return expectations

- Alternative investmentopportunities

- Regulatory framework


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INVESTMENT MANAGEMENT TERMS

Company Term

Re-investment andDistribution

Corporate Governance

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 Company s operating shall not extend

beyond year 12

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 Company s life

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


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INVESTMENT MANAGEMENT TERMS

Management Fees

Performance 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

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


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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


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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 Location Area (Acres)

Entertainment City Noida 147

Adventure Island Delhi 62

Chandigarh Entertainment City Chandigarh 73

Total 282


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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

Initially target key metro markets and select other cities

Signed agreement with Marriott for 832 rooms in the next 3 years

In dialogue for additional properties with Marriott/ other hotel chains

Brand Neutral - Maximize exit valuations

Land available for developing 28 hotels/serviced apartments


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HOSPITALITY PROJECTS


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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 Governmentof West Bengal for developing 2 SEZs at Haldia - PetrochemicalSEZ 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


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OTHER AREAS OF BUSINESS

Infrastructure development:

Unitech was among the first players to enter organized Infrastructuredevelopment 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


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DEVELOPMENT PLAN SUMMARY

City/Region Total Land Area Estimated Total Saleable Area

(in Acres) (million sq.ft) (million sq. yard)

NCR 2565 116.40 1.21

Chennai 2085 104.7 1.42

Kolkata 5198 167.06 4,8

Kochi 673 38.34 .40

Hyderabad 359 18.7 .41

Bangalore 103 9.92

Mohali, Chandigarh 423 12.55 .3

Agra 1500 31.36 1.31

Varanasi 1500 34..1 1.6

Siliguri 232 13.0

Total 14638 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


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STRENGTHS

Scale of operation and experience in execution of large projects better positions us to identify andsuccessfully implement new projects

Ability of the management to identify and procure land parcels in strategic locations with high profitabilityprospects

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 highcaliber 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 estatebusiness

Unitechs good working relationships with financial institutions, enhances its ability to raise funding forlarge projects at competitive rates

Ability to work and effectively liaise with government agencies to ensure timely completion of projects


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FINANCIALS (CONSOLIDATED)

FY07 (Rs. in billion) FY06 (Rs. in billion)

Total Income 33.88 9.26

Total Expense 12.87 7.30

Interest 3.02 0.46

Depreciation 0.08 0.11

Profit before Tax 17.92 1.39

Profit after tax 13.06 0.88

Paid Up Equity Capital* 1.62 0.12

Face Value (in Rs)* 2 10

EPS (in Rs.) 16.09 67.33

Reserves (excluding revaluation reserve) 18.80 2.47

Total Debt 39.81 10.45

Total Cash (including investments in liquid

instruments14.30 3.98


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