RODIUM REALTY LIMITED(Our Company was originally incorporated under the name of Vishal Cotspin Limited on May 17, 1993, under the Companies Act, 1956 with the Registrar of Companies, Karnataka, Bangalore and received the Certificate for Commencement of Business on May 24, 1993. Subsequently the name of Our Company was changed to Rodium Realty Limited and a fresh Certificate of Incorporation was issued by Registrar of Companies, Maharashtra, Mumbai) on August 24, 2010. For further details, please refer to “History and Corporate Structure” on page no. 102 of this Draft Letter of Offer.)

Registered Office: 501, X’ cube, Plot No. 636, Off New Link Road, Andheri (W), Mumbai- 400053, Maharashtra, India.Tel No. 022-4231 0800, Fax No. 022-2673 4144; E-mail: info@rodium.net, Website: www.rodium.net

(For details of change in registered office of Our Company, kindly refer to section “History and Corporate Structure” beginning on page no. 102 of this Draft Letter of Offer.)

Company Secretary and Compliance Officer: Ms. Kalpita Keluskar, E-mail: cs@rodium.net,THE PROMOTERS OF OUR COMPANY ARE MR. DEEPAK CHHEDA, MR. HARISH NISAR, MR. ROHIT

DEDHIA AND MR. SHAILESH SHAHFOR PRIVATE CIRCULATION TO THE EQUITY SHAREHOLDERS OF OUR COMPANY ONLY

DRAFT LETTER OF OFFERISSUE OF 21,65,267 EQUITY SHARES OF RS. 10/- EACH FOR CASH AT A PRICE OF RS. [*] PER SHARE (INCLUDING A PREMIUM OF RS. [*]/- PER EQUITY SHARE) AMOUNTING TO RS. [*] LAKHS (RUPEES [*] LAKHS ONLY) BY RODIUM REALTY LIMITED (THE “COMPANY” OR THE “ISSUER”) ON RIGHTS BASIS TO THE EXISTING EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF 2 (TWO) EQUITY SHARES FOR EVERY 3 (THREE) EQUITY SHARES HELD ON THE RECORD DATE, i.e. [*]. THE FACE VALUE OF THE EQUITY SHARE IS RS. 10/- EACH AND ISSUE PRICE IS [*] TIME THE FACE VALUE. FOR FURTHER INFORMATION, PLEASE REFER TO CHAPTER “TERMS OF THE ISSUE” ON PAGE NO. 198 OF THIS DRAFT LETTER OF OFFER.

Amount payable per Rights Equity Share (Rs.) Face Value Premium TotalOn Application 5.00 [*] [*]On Final Call 5.00 [*] [*]Total 10.00 [*] [*]

* For details on the payment method see “Issue Procedure” on page no. 203 of this Draft Letter of Offer.GENERAL RISKS

Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this offer 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 offer. For taking an investment decision, investors must rely on their own examination of the Issuer and the offer including the risks involved. The securities have not been recommended or approved by the Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this document. Investors are advised to refer to “Risk Factors” on page no. 14 of this Draft Letter of Offer before making an investment in this offer.

ISSUER’S ABSOLUTE RESPONSIBILITYThe Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Letter of Offer contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in this Draft Letter of Offer 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 make this Draft Letter of Offer as a whole or any such information or the expression of any such opinions or intentions misleading in any material respect.

LISTINGThe existing Equity Shares of Our Company are listed on Bombay Stock Exchange Ltd. (BSE)-(the Designated Stock Exchange for this Issue). We have received in-principle approval from BSE vide its letter no [●] dated [●], for listing of our Equity Shares being issued in terms of this Draft Letter of Offer.

LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUEVIVRO FINANCIAL SERVICES PVT. LTD.

SEBI Regn. No.: INM000010122 “VIVRO House”, 11, Shashi Colony, Opp. Suvidha Shopping Center, Paldi, Ahmedabad - 380007 Tel.: +91-79-2665 0670; Fax: +91-79-2665 0570 Web-site: www.vivro.net;E-mail: rodium@vivro.netContact Person: Mr. Ketan Modi / Mr. Shyamal Trivedi

CAMEOCORPORATE SERVICES LTD.

SEBI Regn. No.: INR000003753 Subramanian Building, No. 1, Club House Road, Chennai–600 002 Tel: +91- 44 - 2846 0390; Fax: +91- 44 - 2846 0129 Web-site:www.cameoindia.com;E-mail: investor@cameoindia.com;Contact Person: Ms. Sreepriya

ISSUE PROGRAMMEISSUE OPENS ON LAST DATE FOR RECEIVING REQUESTS

FOR SPLIT APPLICATION FORMSISSUE CLOSES ON

[*], 2011 [*], 2011 [*], 2011

DRAFT LETTER OF OFFER(For Equity Shareholders of Our Company only)

August 11, 2011

T A B L E O F C O N T E N T S

Section Contents Page No.

I DEFINITIONS AND ABBREVIATIONS 3

Company Related Terms 3

Issue Related Terms 4

Conventional and General Terms 6

Open Offer Related Terms 7

Industry Related Terms 8

Abbreviations 9

Certain conventions, Presentation of Financial, Industry and Market data, Forward Looking Statements

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II RISK FACTORS 14

III INTRODUCTION

(A) Summary 35

(I) Industry Summary 35

(II) Business Summary 37

(III) Issue Details in brief 39

(IV) Financial Summary 40

(B) General Information 42

(C) Capital Structure 47

IV PARTICULARS OF THE ISSUE

(A)Objects of the Issue 56

(B) Means of Finance 57

(C) Basic Terms of the Issue 61

(D) Basis for Issue Price 61

(E) Statement of Tax Benefits 63

V ABOUT OUR COMPANY

(A) Industry Overview 72

(B) Business Overview 82

(C) Key Industry Regulations 93

(D) History and Corporate Structure 102

(E) Our Management 108

(F) Our Promoters 126

(G) Financial Information of Group Concerns 127

(H) Presentation of Financial Information and use of Market Data 139

(I) Dividend Policy 139

VI FINANCIAL STATEMENTS

(A) Financial Statements of the Issuer 140

(B) Management Discussion and Analysis 167

(C) Financial Indebtedness of the Company 173

VII LEGAL AND OTHER INFORMATION

(A) Outstanding Litigations and Material Developments 174

(B) Government Approvals or Licensing Arrangements 186

VIII REGULATORY AND STATUTORY DISCLOSURES

Authority for the Present Issue 188

Disclaimer Clause, Filing and Stock Market data 189

IX OFFERING INFORMATION (A) Terms of the Issue 200

(B) Issue Procedure 205

(C) Description of Equity Shares and Terms of the Articles of Association 231

X OTHER INFORMATION

Material Contracts and Documents for inspection 239

Declaration 241

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SECTION – I - DEFINITIONS AND ABBREVIATIONS Unless the context otherwise indicates or requires, the following terms shall have the meanings given below in this Draft Letter of Offer.

Term Description

“Rodium Realty Limited”, “RRL”, “Our Company”, “the Company”, “the Issuer”, “we”, “us” and “our”

Unless the context otherwise requires, refers to Rodium Realty Limited, a public limited company incorporated under the provisions of the Companies Act, 1956 having its registered office at Plot No. 636, 501, X’cube, Off New Link Road, Andheri (W), Mumbai – 400 053, Maharashtra, India.

Promoters, “Our Promoters”, “Existing Promoters”, “Present Promoters”

The promoters of our Company, viz. Mr. Deepak Chheda, Mr. Harish Nisar, Mr. Rohit Dedhia and Mr. Shailesh Shah

Promoter Group / Rodium Group

Includes such persons and entities, constituting our promoter group pursuant to Regulation 2(1)(zb) of SEBI (ICDR) Regulations, 2009

Group Concerns / Entities

Private Limited Company 1) Sigma Fiscals Private Limited 2) S.D.S. Enterprise Private Limited Partnership Firms 1) M/s. Silver Hosiery 2) M/s. Rodium Realty and Construction 3) M/s. C.N.A Architects 4) M/s. Rodium Designs 5) M/s. Amrut Dhara Enterprises 6) M/s. Amrut Dhara Construction Company 7) M/s. Balaji Petroleum 8) M/s. First Stone 9) M/s. Kamla Enterprise Proprietorship Concerns 1) M/s. Amrut Industries 2) M/s. D. C. Designs Hindu Undivided Family 1) M/s. Shailesh Damji Shah (HUF)

Erstwhile Promoters of Our Company

Mr. Ramnivas Boob, Mr. Balkishan Boob, Mr. Bhagwandas Boob, Mr. Ramanujdas Boob, Mr. Vikas Boob, Mr. Vishal Kumar Boob, Mr. Vinay Boob, Mr. Sandip Kumar Boob and others

Company Related Terms

Term Description

Articles/Articles of Association/ AOA

Articles of Association of Rodium Realty Limited, as amended.

Auditors / Statutory Auditors

M/s. M. M. Nissim and Co., Chartered Accountants, having its office at D-3, B-Wing, 3rd Floor, Barodawala Mansion, 81, Dr. Annie Basant Road, Worli, Mumbai-400018 (Appointed w.e.f. August 2, 2010)

Board/Board of Directors

Board of Directors of Rodium Realty Limited

Equity Shareholders/ Members/ Shareholders

Equity shareholders whose names appear as beneficial owners as per the list to be furnished by the depositories in respect of the shares held in the electronic form and on the Register of Members of the Company in respect of the shares held in physical form at the close of business hours on the Record Date i.e. [*] and to

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whom this issue is being made.

Equity Shares Equity Shares of Our Company of the Face Value Rs. 10/- each, unless otherwise specified in the context thereof

Face Value Nominal Value of Equity Capital per Equity Share, in this case being Rs. 10/- each

Independent Directors Independent Directors of Our Company

KMP Key Managerial Personnel means the officers vested with executive powers and the officers at the level immediately below the Board of Directors of the Issuer and includes any other person whom the Issuer may declare as key managerial personnel.

Memorandum /Memorandum of Association/ MOA

Memorandum of Association of Rodium Realty Limited, as amended

Ongoing Project A project in respect of which the necessary legal documents relating to the acquisition of land or development rights have been executed by us and/ or key land related approvals have been obtained and any one of the following activities are being undertaken (not necessarily in the sequence set out herein): (a) on-site construction of the project has commenced; (b) initial detailed design for civil and landscaping is being undertaken and work has commenced on detailed design; (c) project launch activity which includes the construction of a show residence, sales office and other supporting infrastructure at the project site has commenced; or (d) an architect has been appointed and a detailed concept design is being prepared.

Planned Project A project for which land or development rights have been acquired or a memorandum of understanding or an agreement to acquire or a joint development agreement has been executed, in each case, by us, either directly or indirectly, and preliminary management development plans are complete.

Registered Office /Registered Office of Our Company

501, X’cube, Plot No. 636, Off New Link Road, Andheri (W), Mumbai – 400 053, Maharashtra, India.

Issue Related Terms

Term Description

Allotment Allotment of Equity Shares pursuant to this Issue

Allottee(s) The successful applicants to whom the Equity Shares are being allotted.

Allocation Ratio A ratio of 2 (Two) Rights Equity Shares for every 3 (Three) Equity Shares held on the Record Date

Applicant Any prospective Investor who makes an application pursuant to terms of this Draft Letter of Offer.

Application Forms The Forms in terms of which the Investors shall apply for the Equity Shares of the Company

ASBA Investor(s) Equity Shareholders proposing to subscribe to the Issue through ASBA process and who: (a) hold the Equity Shares of the Issuer in dematerialized form as on the Record Date and has applied for Right Entitlements and / or additional Equity Shares in dematerialized form; (b) has not renounced his / her Right Entitlements in full or in part; (c) is not a Renouncee; and (d) is applying through a bank account maintained with a SCSB

Application Supported by Blocked Amount (ASBA)

Means an application for subscribing to an issue containing an authorization to block the application money in a bank account

Banker(s) to the Issue [*] BSE Bombay Stock Exchange Limited

Compliance Officer Ms. Kalpita Keluskar, Company Secretary

Composite Application Form / CAF

The form used by an investor to make an application of allotment of Equity Share(s).

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Consolidated Certificate In case of physical certificates, Our Company would issue one certificate for the Equity Shares allotted to one folio

Draft Letter of Offer The Draft Letter of Offer dated [*] filed with the SEBI on [*] for its comments.

Designated Stock Exchange

Bombay Stock Exchange Limited

Final Call The monies payable by the Applicant, aggregating to Rs.[*] per share towards Equity Shares

Issue/Offer/Rights Issue Issue of 21,65,267 Equity Shares of Rs. 10/- each for cash at a price of Rs. [*]/- per share (including a premium of Rs. [*]/- per Equity Share) amounting to Rs. [*] Lakhs (Rupees [*] Lakhs only) by Rodium Realty Limited (“The Company” or “The Issuer”) on rights basis to the existing shareholders of our company in the ratio of 2 (Two) Equity Shares for every 3 (Three) Equity Shares held by the existing shareholders on the Record Date, i.e. [*].

ISIN International Securities Identification Number

Investor(s) The Shareholders of Our Company on the Record Date i.e. [*] and the renouncees.

Issue Closing Date [*]

Issue Opening Date [*]

Issue Period The period between the Issue Opening Date and Issue Closing Date and includes both these dates

Issue Price Rs. [*] per Equity Share

Issue Proceeds The proceeds of the Issue that are available to Our Company

Lead Manager or Lead Manager to the Issue/ LM

Vivro Financial Services Private Limited

Letter of Offer Letter of Offer to be filed with the Stock Exchange in relation to the Issue after incorporating SEBI comments on the Draft Letter of Offer.

Listing Agreement Listing Agreement entered into with Stock Exchange

Net Proceeds The Issue Proceeds less the issue expenses. For further information about use of the Issue Proceeds and the issue expenses see “Objects of the Issue” on page 56 of this Draft Letter of Offer

Record Date [*]

Refund Account The account opened with Bankers to the Issue, from which refunds, if any, shall be made

Refund through electronic transfer of funds

Refund through electronic transfer of funds means Refunds through ECS, Direct Credit, NEFT or RTGS as applicable

Registrar to the Issue Cameo Corporate Services Limited Rights Issue Account

In accordance with Section 73 of the Companies Act, 1956, an account opened with the Banker(s) to the Issue to receive monies from the Bank Account for the Issue on the Designated Date

Renouncee(s) Any person(s) who has/have acquired Rights Entitlements from the Equity Shareholders of Our Company.

Rights Entitlement The number of Equity Shares that a Shareholder is entitled to in proportion to the number of Equity Shares held by the Shareholder on the Record Date.

Rights Issue The issue of Equity Shares on rights basis as per terms of this Letter of Offer

SAF(s) Split Application Form(s)

Self Certified Syndicate Bank (SCSB)

SCSB is a Banker to an Issue registered under SEBI (Bankers to an Issue) Regulations, 1994 and which offers the service of making an Applications Supported by Blocked Amount and recognized as such by the SEBI.

Stock Exchange BSE where the Equity Shares of Our Company are presently listed, and where the Equity Shares to be issued pursuant to the Issue are proposed to be listed.

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Conventional and General Terms

Term Description

AGM Annual General Meeting

ASBA Application Supported by Blocked Amount

CIN Corporate Identification Number

Companies Act The Companies Act, 1956, as amended.

Depository A Company formed and registered under the Companies Act, 1956 and which has been granted a certificate of registration under sub-section (1A) of Section 12 of the Securities and Exchange Board of India Act, 1992.

Depository Act The Depository Act, 1996, as amended

Depository Participant A Depository Participant registered as such under sub-section (1A) of Section 12 of the Securities and Exchange Board of India Act, 1992

ECS Electronic Clearing System EGM Extra Ordinary General Meeting

FDI Foreign Direct Investment

FEMA Foreign Exchange Management Act, 1999, as amended and the regulations framed there under.

Financial Year/Fiscal/FY

Period of twelve months ended on March 31 of that particular year.

FII Foreign Institutional Investor (as defined under SEBI (Foreign Institutional Investors) Regulations, 1995) registered with SEBI under applicable laws In India.

FVCI Foreign Venture Capital Investor registered under the Securities and Exchange Board of India (Foreign Venture Capital Investor) Regulations, 2000

Indian GAAP Generally Accepted Accounting Principles in India.

GoI/Government Government of India

HNI High Net Worth Individual

HUF Hindu Undivided Family

INR/ Rupees/ Rs. Indian Rupees, the legal currency of the Republic of India

I.T. Act The Income Tax Act, 1961, as amended

I.T. Rules The Income Tax Rules, 1962, as amended

LLA Leave and License Agreement

Non-Resident A person who is not an NRI or an FII and is not a person resident in India.

NBFC Non-Banking Financial Company

NOC No Objection Certificate

NR Non- Resident

NRI/Non-Resident Indian

A person resident outside India, as defined under FEMA and who is a citizen of India or a Person of Indian Origin under the FEMA (Deposit) Regulations, 2000.

NRE Account Non Resident External Account

NRO Account Non Resident Ordinary Account

p.a. Per annum

PAT Profit After Tax

PBT Profit Before Tax PLR Prime Lending Rate

RBI Reserve Bank of India constituted under the Reserve Bank of India Act, 1934

SCRA Securities Contracts (Regulation) Act, 1956, as amended

SCRR Securities Contracts (Regulation) Rules, 1957, as amended

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

“SEBI (ICDR) Regulations” or “Regulations” or “SEBI Regulations”

SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended, including instructions and clarifications issued by SEBI from time to time.

SEBI (SAST) Securities and Exchange Board of India (Substantial Acquisition of Shares and

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Regulations / SAST / SEBI Takeover Code / Takeover Code

Takeovers) Regulations, 1997 read with amendments issued subsequent to that date

Securities Act United States Securities Act of 1933, as amended

SIA Secretariat for Industrial Assistance

SICA Sick Industrial Companies (Special Provisions) Act, 1985

Open Offer Related Terms

Term Description

Acquirers Mr. Deepak Chheda, Mr. Harish Nisar, Mr. Rohit Dedhia and Mr. Shailesh Shah

Open Offer Open Offer made by the Acquirers to acquire 6,49,580 Equity Shares from the public shareholders of Our Company.

SPA or Share Purchase Agreement

Share Purchase Agreement entered on August 7, 2009 between Mr. Balkishan Boob 187,320, (5.77%), and through duly constituted Power of Attorney on behalf of other Sellers : Mr. Bhagwandas Boob 183,755, (5.66%), Mr. Ramanujdas Boob 174,255, (5.37%), Mr. Ramnivas Boob 197,505, (6.08%), Ms. Mamta Sachin Zanwar 27,500, (0.85%), Mr. Vinod Boob 71,750, (2.21%), Ms. Pushpa Boob 63,000, (1.94%), Ms. Kantabai Boob 58,000, (1.79%), Ms. Vandana Boob 10,550, (0.32%), Mr. Vinay Boob 31,250, (0.96%), Ms. Vijayalakshmi Boob 43,000, (1.32%), Ms. Shakuntala Boob 55,500, (1.71%), Mr. Vishal Kumar Boob 55,200, (1.70%), Ms. Aarti Boob 10,800, (0.33%), Mr. Vikas Boob 32,000, (0.99%), Balkishan Boob – HUF 23,000, (0.71%), Ramanujdas Boob – HUF 15,500, (0.48%), Bhagwandas Boob – HUF 15,500, (0.48%), Vinod Securities and Investments Pvt. Ltd. 107,300, (3.30%), Vinod Marketing Pvt. Ltd. 50,000, (1.54%), Mr. Sandeep Boob 29,500, (0.91%), Mr. Bipin Boob 25,000, (0.77%), Ms. Sapna Boob 20,500, (0.63%), Mr. Rohnak Boob 15,500, (0.48%), Ms. Kamala Bai Boob 15,000, (0.46%), Mr. Ritesh Boob 18,750, (0.58%), Mr. Jaikishan Boob 38,750, (1.19%), Ms. Sweta Boob 20,000, (0.62%), Shri Ram Dharmarth Trust 11,750, (0.36%), Sitaram Dharmarth Trust 12,500, (0.38%), Bipin Boob Family Trust 10,000, (0.31%), Sri Balaji Dharmarth Trust 13,000, (0.40%), Kanta Boob Family Welfare Trust 10,750, (0.33%), Laxmi Narayan Dharmath Trust 10,000, (0.31%), Pushpa Boob Family Welfare Trust 10,000, (0.31%), Vishal Boob Family Trust 11,500, (0.35%), Shakuntala Boob Family Welfare Trust 10,750, (0.33%), Radhakrishna Endowment 11,250, (0.35%), Ms. Triveni Boob 20,000, (0.62%), Ms. Madhuri Boob, 20,000, (0.62%), Ms. Mamta Boob 15,000, (0.46%), Ms. Sushma Boob 20,500, (0.63%), Total 17,82,685, (54.89%) and Mr. Deepak Chedda, Mr. Harish

Nisar, Mr.. Rohit Dedhia and Mr. Shailesh Shah for Definitive Shares.

Share Purchase Agreement entered on August 7, 2009 between Sandeep Boob Family Trust 10,000, (0.31%), Sitaram Endowment 10,000, (0.31%), Vijaylaxmi Boob Family Welfare Trust 10,000, (0.31%), Ramnivas Boob – HUF 10,000, (0.31%), Vinod Kumar Boob Family Trust 9,750, (0.30%), Ritesh Boob Family Trust 9,500, (0.29%), Vikaskumar Boob Family Trust 9,500, (0.29%), Laxmi Narayan Endowment 9,250, (0.28%), Shri Ram Endowment 9,250, (0.28%), Vinay Boob Family Trust 9,000, (0.28%), Radhakrishna Dharmarth Trust 8,750, (0.27%), Sri Balaji Endowment 7,250, (0.22%), Jaikishan Boob – HUF 2,500, (0.08%), Mr. Suresh Chunilal Talati 43,100, (1.33%), Ms. Meena Suresh Talati, 29,650, (0.91%), Ms. Prathima Viral Talati 28,400, (0.87%), Mr. Kantilal G. Vora 26,300, (0.81%), Mr. Mahaveerchand Ranka 17,500, (0.54%), Mr. Indarchand Ranka 5,000, (0.15%), Mr. Suresh Chunilal Talati 15,000, (0.46%), Mr. Viral Suresh Talati 15,000, (0.46%), Ms. Sangeeta Ranka 12,500, (0.38%), Mr. Goutamchand Ranka 10,000, (0.31%), Mr. Manmohandas Inani 5,350, (0.16%), Mr. Venugopal Inani 5,350, (0.16%), Mr. Indar Chand Ranka 15,005, (0.46%), Mr. Sanjeev Baldwa 3,600 (0.11%), Mr. Rajeev Baldwa 3,550, (0.11%), Mr. Anand Baldwa 1,700, (0.05%), Total 3,51,755, (10.83%) through duly constituted Power of Attorney in favour

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of Mr. Balkishan Boob. and Mr. Deepak Chedda, Mr. Harish Nisar, Mr.. Rohit Dedhia and Mr. Shailesh Shah for the Optional Shares

Takeover Code / Takeover Regulations /Takeover Formalities

Compliance to be made by Acquirer / s under Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 read with amendments issued subsequent to that date

Industry Related Terms

Term Description

Acre Equals 43,560 Sq. ft

BOCWA Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996

BPLR Benchmark Prime Lending Rate

BSA The Bombay Stamp Act, 1958

Cess Act The Building and Other Construction Workers Welfare Cess Act, 1996

CBD Central Business District

CLRA The Contract Labour (Regulation and Abolition) Act, 1970

CMIE Centre for Monitoring Indian Economy

DCR Development Control Regulations for Greater Bombay, 1991

DIPP Department of Industrial Policy and Promotion

EPFA Employees’ Provident Funds and Miscellaneous Provisions Act, 1952

ESIA Employee State Insurance Act, 1948

FAR Floor Area Ratio

FSI Floor Space Index

GoM The Government of Maharashtra

IBEF Indian Brand Equity Foundation

IMF International Monetary Fund

JDA Joint Development Agreement

MCGM Municipal Corporation of Greater Mumbai (Formerly known as Bombay Municipal Corporation)

MHADA Maharashtra Housing and Development Authority

MIDC Maharashtra Industrial Development Corporation

MMR Mumbai Metropolitan Region 1999

MOF Act The Maharashtra Ownership of Flats (Regulation of the Promotion of Construction, Sale, Management and Transfer) Act, 1963

MRC Act The Maharashtra Rent Control Act, 1999

MRTPA Maharashtra Regional and Town Planning Act, 1966

MSA Act The Maharashtra Slum Areas (Improvement, Clearance and Redevelopment) Act, 1971

MWA Minimum Wages Act, 1948

NCR National Capital Region

PBA Payment of Bonus Act, 1965

PCB Pollution Control Board

PF Provident Fund

PGA Payment of Gratuity Act, 1972

PWA Payment of Wages Act, 1936

RBI Reserve Bank of India

REDC Real Estate Development Company

REMF Real Estate Mutual Fund

SCB Scheduled Commercial Banks

SEZ Special Economic Zone

SRA Scheme The Slum Rehabilitation Scheme

Stamp Act The Indian Stamp Act, 1899

Standing Orders Act Industrial Employment (Standing Orders) Act, 1946

TCPD Town and Country Planning Department

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TDR Transfer of Development Rights

TP Act Transfer of Property Act, 1882

WCA Workmen’s Compensation Act, 1923

Abbreviations

Term Description

AS Accounting Standards as issued by the Institute of Chartered Accountants of India

ASBA Application Supported by Blocked Amount

BG/LC Bank Guarantee / Letter of Credit BgSE Bangalore Stock Exchange Limited

BIFR Board for Industrial and Financial Reconstruction

BM Meeting of Board of Directors

BSE Bombay Stock Exchange Limited

CDSL Central Depository Services (India) Limited CMIE Center for Monitoring of Indian Economy

DP Depository Participants

ECS Electronic Clearing System

EGM Extra Ordinary General Meeting

EPS Earnings Per Equity Share FCNR Foreign Currency Non Resident Account

FDI Foreign Direct Investment

FI Financial Institution

FIPB Foreign Investment Promotion Board

FY / Fiscal Period of twelve months ending on March 31

GDP Gross Domestic Product

GIR General Index Registry Number

GOI/Government Government of India

Hon’ble Honorable

HSE Hyderabad Stock Exchange Limited

HUF Hindu Undivided Family

ICD Inter Corporate Deposit

INR Indian Rupees, the legal currency of the Republic of India

LC Letter of Credit

Ltd. Limited

MICR Magnetic Ink Character Recognition

MOU Memorandum of Understanding

NA Not Applicable NAV Net Asset Value

NRE Account Non Resident External Account

NRO Account Non Resident Ordinary Account

NSDL National Securities Depository Limited

OCB Overseas Corporate Bodies PA Per Annum

PAN Permanent Account Number

PAT Profit After Tax PBDT Profit Before Depreciation and Tax

PBIDT Profit Before Interest, Depreciation and Tax PBT Profit Before Tax

PE, P/E Ratio Price/Earnings Ratio

RBI Reserve Bank of India

ROC Registrar of Companies, Maharashtra at Mumbai

ROI Return on Investment RONW Return on Net Worth

Rs./Rupees Indian Rupees, the legal currency of the Republic of India

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SCRR Securities Contracts (Regulations) Rules, 1957 as amended

SE/ Stock Exchange Stock Exchanges i.e. BSE

SEBI(SAST) Regulations

SEBI ( Substantial Acquisition of shares and Takeovers) Regulations, 1997

Security/ ies Equity Shares

USD/ $/ US$ United States Dollar, being the legal currency of the United States of America

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OVERSEAS SHAREHOLDERS

NO OFFER IN THE UNITED STATES

The rights and the securities of the Company have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or any U.S. state securities laws and may not be offered, sold, resold or otherwise transferred within the United States of America or the territories or possessions thereof (the “United States” or “U.S.”) or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S under the Securities Act (“Regulation S”)), except in a transaction exempt from the registration requirements of the Securities Act. The rights referred to in this Draft Letter of Offer are being offered in India, but not in the United States. The offering to which this Draft Letter of Offer relates is not, and under no circumstances is to be construed as, an offering of any Equity Shares or rights for sale in the United States or as a solicitation therein of an offer to buy any of the said Equity Shares or rights. Accordingly, the Draft Letter of Offer and the enclosed CAF should not be forwarded to or transmitted in or into the United States at any time. Neither the Company nor any person acting on behalf of the Company will accept subscriptions or renunciation from any person, or the agent of any person, who appears to be, or who the Company or any person acting on behalf of the Company has reason to believe is, either a “U.S. person” (as defined in Regulation S) or otherwise in the United States when the buy order is made. Envelopes containing a CAF should not be postmarked in the United States or otherwise dispatched from the United States or any other jurisdiction where it would be illegal to make an offer under the Draft Letter of Offer, and all persons subscribing for the Equity Shares and wishing to hold such Equity Shares in registered form must provide an address for registration of the Equity Shares in India. The Company is making this issue of Equity Shares on a rights basis to Equity Shareholders of the Company and the Draft Letter of Offer and CAF will be dispatched to Equity Shareholders who have an Indian address. Any person who acquires rights and the Equity Shares will be deemed to have declared, represented, warranted and agreed, (i) that it is not and that at the time of subscribing for the Equity Shares or the Rights Entitlements, it will not be, in the United States when the buy order is made, (ii) it is not a “U.S. person” (as defined in Regulation S), and does not have a registered address (and is not otherwise located) in the United States, and (iii) is authorised to acquire the rights and the Equity Shares in compliance with all applicable laws and regulations.

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CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY, MARKET DATA AND FORWARD LOOKING STATEMENTS

Certain Conventions

In this Draft Letter of Offer, the terms “we”, “us”, “Our Company”, “the Company”, “Issuer”, “RRL” unless the context otherwise implies, refer to RODIUM REALTY LIMITED.

For additional definitions used in this Draft Letter of Offer, see the sections ‘Definitions and Abbreviations’ on page no. 3 of this Draft Letter of Offer. In the section entitled “Description of Equity Shares and Terms of Articles of Association, defined terms have the meaning given to such terms in the Articles of Association of Our Company.

Presentation of Financial Information Unless stated otherwise, the financial and operating data in the Draft Letter of Offer is derived from our restated financial statements as of the fiscal 2011, 2010, 2009, 2008 and 2007 prepared in accordance with Indian GAAP and the Companies Act, 1956 and restated in accordance with applicable SEBI Regulations, as stated in the report of our Statutory Auditors. The financial and operational data in the Draft Letter of Offer is presented on stand-alone basis. Our fiscal year commences on April 1 and ends on March 31 of each year, so all references to a particular fiscal year are to the twelve-month period ended March 31 of that year. In the Draft Letter of Offer, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off. Unless stated otherwise, throughout this Draft Letter of Offer, all figures have been expressed in "Lakhs" or “Lacs” except where certain figures have been expressed in absolute numbers. The word “Lakh” or “Lac” means “one hundred thousand” and the word “million” means “ten lakh” and the word “Crore” means “ten million”. All references to “India” contained in this Draft Letter of Offer are to the Republic of India. All references to “Rupees” and “Rs.” or “INR” in this Draft Letter of Offer are to the legal and official currency of India. Throughout this document references to the singular also refer to the plural and one gender also refers to any other gender wherever applicable. Industry and Market Data

Market data used throughout in this Draft Letter of Offer were obtained from internal Company reports, data and industry publications. Industry publication data generally state that the information contained in those publications has been obtained from sources believed to be reliable, but that their accuracy and completeness and underlying assumptions are not guaranteed and their reliability cannot be assured. Although, Our Company believes market data used in this Draft Letter of Offer is reliable, it has not been independently verified. Similarly, internal Company reports and data, while believed to be reliable, have not been verified by any independent source. For further discussion of factors that could cause our actual results to differ, refer to the section entitled “Risk Factors” beginning on page no. 14 of this Draft Letter of Offer 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. Neither Our Company, our Directors, the Lead Manager, nor any of their affiliates have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date thereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition.

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Forward Looking Statements All statements contained in this Draft Letter of Offer that are not statements of historical fact constitute “forward-looking statements.” All statements regarding our expected financial condition and results of operations, business, plans and prospects are forward-looking statements. These forward-looking statements include statements as to our business strategy, our revenue and profitability, planned projects and other matters discussed in this Draft Letter of Offer regarding matters that are not historical facts. These forward-looking statements and any other projections contained in this Draft Letter of Offer (whether made by us or any third party) are predictions and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or other projections. These forward-looking statements generally can be identified by words or phrases like “aim”, anticipate”, “believe”, “contemplate”, “estimate”, “expect”, “future”, “goal”, “intend”, “objective”, “plan”, “project”, “seek to”, “should”, “will”, “will continue”, “will likely result”, “will pursue” and similar expressions or variations of such expressions, that are “forward looking statements”. Similarly, the statements that describe our objectives, plans or goals are also forward-looking statements.

All forward looking statements are subject to risks, uncertainties and assumptions about us, that could cause actual results to differ materially from those contemplated by the relevant forward looking statements.

Important factors that could affect our results to differ materially from our expectations includes, inter-alia,

• Our ability to successfully implement our strategy, • Our growth and expansion, technological changes, • If we experience insufficient cash flows or are unable to obtain the necessary funds to allow us to make

required payments on our debt or fund working capital requirements;

• Our exposure to market risks, • General economic and political conditions in India which have an impact on our business activities or

investments,

• The monetary and interest policies of India, (fiscal, economic or political conditions in India) • Inflation, • Deflation, • Unanticipated turbulence in interest rates, • Foreign exchange rates, • Equity prices or other rates or prices, • The performance of the financial markets in India and globally, • Changes in domestic and foreign laws, regulations and rules including those affecting the Real Estate

industry,

• Changes in the foreign exchange control regulations, interest rates and tax laws in India;, • Changes in competition in the said industry and force majeure conditions, • Ability to retain management team and skilled personnel; • Changes in the value of the Indian Rupee and other currencies; • Social or civil unrest or hostilities with neighboring countries or acts of international terrorism;

For further discussion of factors that could cause our actual results to differ, refer to the section entitled “Risk factors” beginning on page no. 14 of this Draft Letter of Offer. 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. Neither we nor our Directors, nor the Lead Manager, nor any of their affiliates have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date thereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with SEBI requirements, Our Company and the Lead Manager will ensure that investors in India are informed of material developments until such time as the grant of listing and trading permission by the Stock Exchange.

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SECTION II – RISK FACTORS Any investment in Equity Shares involves a high degree of risk and so you should carefully consider all of the

information in this Draft Letter of Offer including the risks and uncertainties described below before you make

an investment decision. Risks have been quantified, wherever possible. If any of the following risks actually

occur, our business, financial condition and results of operations could suffer, the trading price of our Equity

Shares could decline and you may lose all or part of your investment.

The financial and other implications of material impact of risks concerned, wherever quantifiable, have

been disclosed in the risk factors mentioned below. However there are few risk factors where the impact is

not quantifiable and hence the same has not been disclosed in such risk factors. The numbering of risk factors

has been done to facilitate ease of reading and reference and does not in any manner indicate importance

of one risk factor over another. Market data used throughout this Draft Letter of Offer was obtained primarily from internal company reports,

data and industry publications. The information contained in the Draft Letter of Offer has been obtained from

sources believed to be reliable, but their accuracy and completeness and underlying assumptions are not

guaranteed and their reliability cannot be assured. Although, the Company believes that the market

data used in this Draft Letter of Offer is reliable, it has not been independently verified. Similarly,

internal Company reports and data, while believed to be reliable, have not been verified by any independent

source. Materiality The Risk factors have been determined on the basis of their materiality. The following factors have been considered for determining the materiality:- a) Some events may not be material individually but may be found material collectively. b) Some events may have material impact qualitatively instead of quantitatively. c) Some events may not be material at present but may be having material impact in future. Note: - Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify the financial or other implications of any of the risks described in this section. A. INTERNAL RISK FACTORS

I. RISKS RELATED TO OUR BUSINESS

1. Our Promoters/Directors and Promoter Group companies/concerns are party to certain legal proceedings that, if decided against us / them, could have an adverse effect on our reputation, business prospects and

results of operations. Our Promoters/Directors and Promoter Group companies/concerns are involved in certain legal proceedings and claims. These legal proceedings are pending at different levels of adjudication before various courts and tribunals. We can give no assurance that these legal proceedings will be decided in our favour. Further, we may also not be able to quantify all the claims in which we are involved. Any adverse decision may have a significant effect on our business, financial condition and results of operations. The details of the outstanding litigations are provided below:

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Sr. No. Particulars

No. of Cases

Approx. Amount involved

(Rs. In Lakhs) Against the the Company

1. CLB Matters 2 Not Ascertainable

By / Against the Directors of the Company

2. Criminal Cases 2 Not Ascertainable

3. Regulatory Enquiry Proceedings against India Infoline Ltd. in which one of the Independent Director of our Company viz. Mr. Nilesh Vikamsey is an Indepedent Director

2 Not Ascertainable

By / Against our Group Concerns

4. Civil Cases (Property Related) 2 61.00

5. Income Tax 1 Not Ascertainable

For more information regarding all of the above litigations and tax demands and claims, see the section titled “Outstanding Litigation and Material Developments” beginning on page no. 172 of this Draft Letter of Offer.

2. Our Company was declared as a Sick Company by the Board for Industrial and Financial Reconstruction (BIFR) under SICA in the past and the paid up equity share capital of Our Company was

reduced by 50% as per the scheme sanctioned by BIFR.

Our Company was in the past engaged in the business of manufacturing of yarn, which was made in a sophisticated plant. Our Company incurred substantial losses for a long period of time on account of continued labour problems, higher cost of production and lower sale realizations. On account of continued losses, the entire net worth of Our Company was eroded and Our Company made a reference to BIFR to declare the Company as a Sick Industrial Undertaking under Section 15(1) of the Sick Industrial Companies (Special Provisions) Act, 1985 on September 19, 1999. A rehabilitation proposal envisaging One Time Settlement (OTS) submitted by Our Company was accepted by more than 85% of the secured creditors on January 22, 2004. After completing the necessary formalities by the Operating Agency, BIFR sanctioned the rehabilitation scheme on November 28, 2006 and the paid up equity share capital of Our Company was reduced by 50% i.e. 32,47,900 equity shares. The BIFR discharged Our Company vide its order dated September 15, 2008 from the purview of SICA/ BIFR.

3. The Trading in Equity Shares of Our Company was suspended by the Bombay Stock Exchange Limited (BSE) due to penal reasons for non compliance of certain clauses of Listing Agreement.

The trading in Equity Shares of Our Company was suspended by the Bombay Stock Exchange Limited from May 13, 2002 for violation of clause 41 of the Listing Agreement regarding filing of Quarterly Results. Subsequently on complying with all the pending requirements, BSE vide its letter dated March 1, 2006 revoked the suspension on the trading of Equity Shares of Our Company with effect from March 3, 2006.

4. Our Company has limited operating history in the business of Real Estate Development and therefore investors may not be able to assess Our Company’s prospects based on past results.

Our Company was originally incorporated as Vishal Cotspin Limited in 1993 to carry on the business of manufacturing and trading of yarn, which has been completely discontinued in the financial year 2010-11. In the year 2009, the management of Our Company was taken over by Mr. Deepak Chheda, Mr. Harish Nisar, Mr. Rohit Dedhia and Mr. Shailesh Shah (“existing promoters”) after duly complying with the Takeover Code. After the change of management, Our Company has ventured into real estate development by becoming a partner in M/s. Rodium Properties, a Partnership Firm with a profit sharing ratio of 10% on January 1, 2010. Pursuant to entering into a deed of Retirement and Dissolution with the other partners of

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the partnership firm effective from April 1, 2010, Our Company has continued the entire business of M/s. Rodium Properties, on going concern basis. For further details on M/s. Rodium Properties, please refer to Section-“History and Corporate Structure” on Page No. 102. Our past performance should not be construed as an indication of our future performance. Companies in their initial stages of development present substantial business and financial risks and may suffer significant losses. The results of Our Company’s operations will depend on many factors, including but not limited to, the successful completion of construction of our real estate project developments including residential, commercial, retail and hospitality developments, the availability of further opportunities for the acquisition or development of real estate assets, the successful completion of the construction of various projects and the availability of financial and general economic conditions in India. However, our Existing Promoters namely Mr. Deepak Chheda, Mr. Harish Nisar, Mr. Rohit Dedhia and Mr. Shailesh Shah are experienced in the field of real estate development and related activities for the past 20 years and have set up various companies/ partnership firms to construct and develop residential cum commercial projects. Based on the past experience of our existing promoters, we believe that our Promoters would be in position to carry on the business of real estate development in Our Company.

5. Our Auditors have qualified their report on Financial Statements in the past. Our Auditors have qualified their report to our Financial Statements for past years for certain quantitative and qualitative aspects, the details of which are given under the Section “Financial Statements of the Issuer” beginning on page No. 140.

6. Our indebtedness and the conditions and restrictions imposed on us by our financing agreements could adversely affect our ability to conduct our business. As on the date of filing of this Draft Letter of Offer, we have been sanctioned working capital facilities of Rs. 1860 lakhs by Indian Overseas Bank and Kotak Mahindara Bank and Term Loan of Rs. 1800 Lakhs by Indian Overseas Bank. As of March 31, 2011, we had outstanding secured working capital loans and vehicle loans of Rs. 1556.36 lakhs and total unsecured loans of Rs. 2,835.04 lakhs aggregating to total indebtedness of Rs. 4,391.40 lakhs from Promoters and Others. We have drawn term loan facility to the extent of Rs. 517 lakhs from Indian Overseas Bank towards the Project – X’czar during May 2011. We may incur additional indebtedness in the future. Our indebtedness could have several important consequences, including but not limited to the following:

• failure to meet debt obligations could put us in default under our financing arrangements, which

could lead to cross-defaults under other arrangements or cause the maturity of obligations to be accelerated;

• a portion of our cash flow will be used towards repayment of our existing debt, which will reduce the availability of cash to fund working capital needs, capital expenditures and other general corporate requirements;

• our ability to obtain additional financing in the future at reasonable terms may be restricted; • fluctuations in market interest rates may affect the cost of our borrowings, as some of our loans are at

variable interest rates; and

• we may be more vulnerable to economic downturns, may be limited in our ability to withstand competitive pressures and may have reduced flexibility in responding to changing business, regulatory and economic conditions.

Most of our secured finance arrangements are secured by our movable and immovable assets. For further details, please refer to the section titled “Financial Statements of Issuer” on page 140 of this Draft Letter of Offer. Our accounts receivable and inventories are subject to charges created in favour of specific secured lenders. Many of our financing agreements also include various conditions and covenants that require us to obtain lenders’ consents prior to carrying out certain activities and entering into certain transactions. For example, we may require lenders’ consent before we may:

• create any charge, encumbrance or otherwise dispose of or remove assets offered as security,

• declare any dividend on our share capital except out of profits relating to that year after making all due

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and necessary provisions and we should not have failed to meet our obligations to pay the interest and/or commission and/or installment or other money payable to the said lender,

• make any major change in the management involving transfer of ownership; and

• enter into any scheme of merger, amalgamation, reconstruction or consolidation or any scheme of arrangement or compromise for the benefit of our creditors.

• incur additional debt, change our capital structure, increase or modify our capital expenditure plans, create additional charges on or further encumber our assets

Failure to meet these conditions or obtain these consents could have significant consequences for our business. Specifically, we must seek, and may be unable to obtain, lenders’ consents to incur additional debt, change our capital structure, increase or modify our capital expenditure plans, create additional charges on or further encumber our assets or merge with or acquire other companies, whether or not there is any failure by us to comply with the other terms of such agreements.

Compliance with the various terms of our loans is, however, subject to interpretation and we cannot assure you that we have requested or received all consents from our lenders that would be advisable under our financing documents. As a result, it is possible that a lender could assert that we have not complied with all the terms under our financing documents. Any failure to service our indebtedness, comply with a requirement to obtain a consent or perform any condition or covenant could lead to a termination of one or more of our credit facilities, acceleration of amounts due under such facilities and cross-defaults under certain of our other financing agreements, any of which may adversely affect our ability to conduct our business and have a material adverse effect on our financial condition and results of operations.

7. Our Company has obtained unsecured debt aggregating to Rs. 2,835.04 lakhs from our Promoters and others that are repayable on demand, which may adversely affect our business, financial condition and

results of operations

As on March 31, 2011, Our Company has obtained unsecured debt aggregating Rs. 2,835.04 lakhs from our Existing Promoters and others that are repayable on demand. In the event that Existing Promoters or any other lender, from whom we have availed, unsecured debt or which we may avail in the future, call in such loans/ debt, we would need to find alternative sources of financing, which may not be available on commercially reasonable terms or at all. For further details in this regard, see “Financial Statements of the Issuer” on page no. 140 of this Draft Letter of Offer.

8. We have entered into agreements for the acquisition of land. There is no assurance that we will be able to acquire these lands. We also undertake projects on land owned by third parties pursuant to

development agreements, which entail certain risks.

Our Company has entered into development agreements with third parties in respect of Project X’enus and Project X’point. In these projects, the title to the land is owned by one or more of these third parties and we have acquired the sole development rights to the land. These development agreements confer to us the rights to construct, develop, market and sell the built-up area on the land to buyers. Such projects involve working together with several third parties and our relationships with these third parties are governed by the development agreements. Though Our Company is generally empowered to make all operating decisions for the development of these projects, we may be required to make certain decisions in consultation with such third parties. Further, these development agreements are terminable by either party upon the occurrence of a breach of the terms of the development agreements. If any sole development agreement that we enter into with third party in respect of a parcel of land is terminated upon the occurrence of a breach, we may not be able to carry on any developments on such land.

9. Our statements regarding saleable area, areas under development, developable land and expected

launch and completion dates are based on architects' certificates and management estimates. The Developable Area, Saleable Area, the acreage and square footage and other land area data relating to our land developments and land reserves and presented in this Draft Letter of Offer is based on certificates prepared by architects and management estimates. However, the acreage and square footage actually developed and sold may differ from the numbers presented herein, based on various factors such as market

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conditions, title defects and any inability to obtain required regulatory approvals. Any significant variation between (i) the figures for developable land contained in the architects' certificate and our estimates of developable land and (ii) the area actually held or developed could adversely affect the revenues that we generate from our projects, which could adversely affect our business, prospects, financial condition and results of operations. Further, the expected launch and completion dates of our projects are based on management estimates and are subject to change for various reasons.

10. Our Company does not own its registered office. Our Company’s registered office and certain other premises from which we operate are not owned by us and these premises have been taken on lease / leave and license. If any agreement under which the Company occupies the premises is not renewed or is renewed on terms and conditions that are unacceptable to Our Company, Our Company may suffer a disruption in its operations, which could have material adverse affect on its business, financial condition and results of operations.

11. We have experienced negative cash flows from Operating Activities, Investing activities and Financing activities in the past. Any negative cash flows in the future could adversely affect our results of

operations and financial condition. We have experienced negative cash flow from operating activities for the year ended March 31, 2008 and 2009. Further, we have experienced negative cash flow from Investing Activities for the year ended March 31, 2007 and 2010 and from Financing activities for the year ended on March 31, 2007, 2009 and 2011. Any negative cash flows in the future could adversely affect our results of operations and financial condition.

(Rs. In Lakhs) Particular 2010-11 2009-10 2008-09 2007-08 2006-07

Net Cash (Used In) / From Operating Activities

1,275.88 49.77 -160.96 -552.68 44.99

Net Cash used for Investing Activities 692.97 -195.16 846.62 139.16 -7.88

Net Cash Generated from Financing Activities

-1200.72 130.04 -678.38 403.85 -27.25

If we experience any negative cash flow in the future, this could adversely affect our results of operations and financial condition. For further details, please refer to the section titled “Financial Statements of Issuer” on page 140 of this Draft Letter of Offer.

12. The Equity Shares being issued on rights basis will be partly paid-up until the Final Call is received by Our Company.

The Issue Price of our Rights Equity Shares is Rs. [*] per Rights Equity Share. The Investors will have to pay 50% of the Issue Price on application and the balance 50% of the Issue Price on the Final Call made by the Company. The Rights Equity Shares offered under the Issue will be traded under separate ISINs for the period as may be applicable prior to the record date for the Final Call. An active market for trading may not develop for the Rights Equity Shares and, therefore, the trading price of the partly paid-up Equity Shares may be subject to greater volatility than our fully-paid Equity Shares. Further, Investors in this Issue will be required to pay the money due on the Final Call even if, at that time, the market price of our Rights Equity Shares is less than the Issue Price. If the Investor fails to pay the balance amount due with any interest that may have accrued thereon after notice has been delivered by our Company, then any of our Rights Equity Shares in respect of which such notice has been given may, at any time thereafter, before payment of the call money and interest and expenses due in respect thereof, be forfeited by a resolution of our Board to that effect. Such forfeiture shall include all dividends declared in respect of such forfeited Rights Equity Shares and actually paid before such forfeiture. Investors are only entitled to dividend in proportion to the amount paid up and the voting rights exercisable on a poll by Investors shall also be proportional to such Investor's share of the paid-up equity capital of our Company. If certain Investors do not pay the full amount, we may not be able to raise the amount proposed under the Issue.

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13. Our Company had entered into certain contracts in contravention of Provisions of Section 297 of the

Companies Act, 1956.

On 31 December, 2008, our Company under the management of erstwhile promoters entered into a transaction of Rs. 32.76 lakhs for sale of machinery on closure of the cotton spinning unit to one of its associate concern viz. Vinod Marketing Private Limited in contravention of the provision of Section 297 of the Companies Act, 1956. In order to compound the offence under section 621A of the Companies Act, 1956, Our Company had made an application to Hon’ble Company Law Board, Mumbai Bench on December 30, 2010. The Hon’ble Company Law Board, Mumbai Bench decided the penalty of Rs. 12,000 which has been paid by Our Company. However, the final order is yet to be received. For further details, see section titled "Outstanding Litigation and Material Developments" beginning on page no. 172 of this Draft Letter of Offer.

14. Our Company had entered into certain contracts in contravention of Provisions of Section 295 of the Companies Act, 1956.

During the year 2008-09, our Company under the management of erstwhile promoters had advanced an interest free loan of Rs. 126.69 lakhs to Vinod Marketing Private Ltd, a company under the same management. The said loan was advanced without obtaining the prior approval of the Central Government as required under Section 295 of the Companies Act, 1956 and thus violated the provisions of the Companies Act, 1956. In order to compound the offence under Section 621A of the Act, Our Company had made an application to Hon’ble Company Law Board, Mumbai Bench on December 30, 2010. We received a notice form The Hon’ble Company Law Board, Mumbai Bench for which the reply has been submitted by Our Company. The Hon’ble Company Law Board, Mumbai Bench is yet to decide the matter. Any adverse order or direction in the case by Hon’ble Company Law Board could have an adverse impact on the business of our Company. For further details, see section titled "Outstanding Litigation and Material Developments" beginning on page no. 172 of this Draft Letter of Offer.

15. We have certain contingent liabilities, and our financial condition may be adversely affected if such contingent liabilities materialize. As on March 31, 2011, Our Company has following outstanding contingent liabilities as disclosed in our restated financial statements:

(i) Income tax liabilities for interest and penalty that may arise on account of late/ non-payment of

TDS under the Income Tax Act, 1961 - Not ascertainable (ii) No provision has been made for any interest and/ or penalty on the provident fund arrears relating

to the period from September, 1997 to March, 2001 under the provisions of the EPF Scheme, 1952, Employees Pension Scheme 1995 and Employee Deposit Linked Insurance Scheme, 1976 in respect of trainees stipend. The quantum of interest and/or penalty is not ascertained.

(iii) Dividend on Cumulative Redeemable Preference Shares has not been paid for the Current Financial year due to unavailability of distributable profits for the current year. However the Company has proposed the dividend outstanding to be payable till the year ended 31st March, 2010. The dividend payable for the current year is Rs. 58,76,260/- (excluding the Dividend Distribution Tax payable)

(iv) The Company has made payment of Rs.26.91 Lacs to the Prothonotary, Senior Master, Honorable Bombay High Court towards amount collected towards service tax as per the amendment in the Financial Budget 2010. The said levy has been challenged by the Maharashtra Chamber of Housing Industry (MCHI) in the Bombay High Court and a Stay has been granted. As per the submission and court directives the amount collected towards service tax dues have been deposited. However no interest / penalty has been provided as the same is under litigation.

(v) Uncalled amount of Rs.62000/- each on 250 units of Kotak India Growth Fund - Rs.155 lakhs

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(vi) Other Contingent Liabilities: (Rs. in Lakhs)

As at 31st March,

Particulars

2011 2010 2009 2008 2007

Claims against the company not acknowledged as debts in respect of sales tax, excise duty, service tax and other matters - - - 3.00 3.00

Provident Fund Liabilities - 9.99 9.99 9.99 9.99

16. Certain of our Group Companies/ concerns have incurred losses during the last three years.

Certain of our Group Companies / concerns have incurred losses in the recent past. The details of profit or losses by our Promoter Group entities are set out below: (Rs. in Lakhs)

Profit / (Loss ) for the year ended March 31, Name of Entity

2010 2009 2008

Sigma Fiscals Private Limited* 394.17 (195.53) 16.77

S.D.S Enterprise Private Limited* (0.15) (0.16) (0.17)

M/s Amrut Dhara Enterprise (0.006) (0.05) 9.49 *Audited Financials

For details of our group concerns, please refer to page no. 127 containing Section “Financial Information of Group Concerns”.

17. We require certain regulatory approvals in the ordinary course of our business and the failure to obtain them in a timely manner or at all may adversely affect our operations. We require statutory and regulatory approvals and permits for us to execute our ongoing and future projects, and applications need to be made at appropriate stages for such approvals. We would also be required to obtain sanctions from the local municipalities, local bodies, pollution control boards as well as clearance from other Authorities, once the project is undertaken. We cannot assure that we will receive such approvals on time. Further, there can be no assurance that the relevant authorities will issue any of such permits or approvals in the time frames anticipated by us or may not issue any permits or approvals at all. Any delay or failure to obtain such permits or approvals in accordance with our plans may impede the execution of our business plans and projects and our investment may get stuck in purchase of land or development of property which may ultimately affect our results of operations.

18. Our business is dependent on the availability of real estate financing in India and if we are unable to obtain the necessary funds on acceptable terms, we may not be able to fund the real estate projects and our business may be adversely affected. Our operations typically require large amounts of financing to fund the capital and working capital expenditure relating to our projects. Thus, Our Company may approach various banks and lender institutions for financial commitments. These financial commitments are subject to fulfillment of a number of conditions which Our Company may or may not be able to fulfill or agree on commercial or other terms, in which case it will be difficult to avail the necessary financing. Our Company’s ability to finance the working requirement plans on acceptable terms or at all is also subject to a number of risks, contingencies and other factors, some of which are beyond the control of Our Company. In the past, changes in the global and Indian credit and financial markets have diminished the availability of credit and led to an increase in the cost of financing. In many cases, the markets have exerted downward pressure on the availability of liquidity and credit capacity. We may need liquidity for future growth and development of our business and may have difficulty accessing the financial markets, which could make it more difficult or expensive to obtain financing in the future. If Our Company fails to raise additional funds

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in such amounts and at such times as Our Company may need, Our Company may not be able to purchase additional land or develop additional projects, which would adversely affect our results of operations.

19. We are dependent on the performance of and the conditions affecting the real estate market in Mumbai as most of our operations are concentrated in and around Mumbai.

Most of our current real estate development projects are located in and around the city of Mumbai. In the event of a regional slowdown in construction activity in Mumbai or the surrounding areas, or any developments that make projects in and around Mumbai less economically beneficial, we may experience more pronounced effects on our financial condition and results of operations. There can be no assurance that the demand for our properties in and around Mumbai will grow, or will not decrease, in the future. Consequently, our business, financial condition and results of operations have been and will continue to be largely dependent on the performance of and the prevailing conditions affecting, the real estate market in and around Mumbai. The real estate market in and around Mumbai may be affected by various factors beyond our control, including prevailing local economic, political and social conditions, changes in supply and demand for properties comparable to those we develop, natural calamities and changes in applicable governmental schemes. If property prices in Mumbai fall, our business, financial condition and results of operations could be adversely affected. Any adverse development affecting the Real Estate Sector will adversely affect the operations of Our Company.

20. Limited supply of land, increasing competition and applicable regulations are likely to result in land price escalation and a further shortage of developable land.

We are in the business of real estate development. Due to increased demand for land for development of residential and commercial properties, we are experiencing increasing competition in acquiring land in various geographies where we operate or propose to operate. In addition, the unavailability or shortage of suitable parcels of land for development leads to an escalation in land prices. Any such escalation in the price of developable land could materially and adversely affect our business, prospects, financial condition and results of operations. Additionally, the availability of land, its use and development, is subject to regulations by various local authorities.

21. We recognize our revenue based on “Percentage Completion Method” of accounting on the basis of our management‘s estimates of the project cost.

We recognize the revenue generated from our projects on the "Percentage Completion Method" of accounting in accordance with Indian GAAP. Revenue from the sale of incomplete properties is recognized on the basis of the percentage of completion method by reference to the physical proportion of the work completed, as certified by the Company’s technical personnel, in relation to a contract or a group of contracts within a project. Revenue will only be recognized under the percentage of completion method once the work in relation to a particular contract or group of contracts has progressed to the extent of 20% of the total work involved. This revenue recognition policy is applicable to developments that we intend to sell and for which we have entered into a sale agreement prior to completion of construction; it is not applicable to developments that we intend to lease. The effect of changes to projected costs is recognized in the financial statements of the period in which such changes are determined. Therefore, our revenue recognition is based on the number of projects that qualify for such revenue recognition that are under execution during a period. This may lead to significant fluctuations in our revenues in accounting periods. Amounts received from customers not recognized under the method described above, are accounted for as advances from customers as part of the current liabilities.

22. The business and future results of operations of Our Company may be adversely affected if we incur any time or cost overruns.

Our Company’s business plans are subject to various risks including time and cost overruns and delays in obtaining regulatory approvals. The length of time required to complete a project usually ranges from 24 to 48 months, within which there can be changes in the economic environment, local real estate market, prospective customer’s perception, price escalation, etc. If the changes take place during the duration of the

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project, then our projections regarding the costs, revenues, return on the project, profitability as well as our operations will be adversely affected.

There could also be unexpected delays and cost overrun in relation to our projected / future projects and

thus, no assurance can be given to complete them on scheduled time and within the expected budget. 23. Increase in the cost of raw material will adversely affect Our Company’s operations.

Our Company’s business is affected by the availability, cost and quality of the raw materials it needs to construct and develop its properties. The principal raw materials include steel, cement and timber. The prices and supply of these and other raw materials depend on factors not under our control, including general economic conditions, competition, production levels, transportation costs and import duties. If, for any reason, the primary suppliers of raw materials should curtail or discontinue their delivery of such materials to Our Company in the quantities it needs and at prices that are competitive, Our Company’s ability to meet the material requirements for the projects could be impaired, construction schedules could be disrupted and Our Company’s business could suffer.

24. We compete in our business with a number of real estate developers.

We operate our business in an intensely competitive and highly fragmented industry with low entry barriers. We face significant competition in our business from a large number of Indian real estate development companies, who also operate in the same regional markets as us. The extent of the competition we face in a potential property market depends on a number of factors, such as the size and type of property development, contract value and potential margins, the complexity and location of the property development, the reputations of the customer and us and the risks relating to revenue generation. Given the fragmented nature of the real estate development industry, we often do not have adequate information about the property developments, our competitors are developing and accordingly, we run the risk of underestimating supply in the market.

25. Our Company may enter into MoUs, Agreements to sell and similar agreements with third parties to acquire land or land development rights, which entails certain risks.

Our Company may enter into and proposes to enter into in future MoUs, agreements to sell 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, a 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, Our Company is subject to the risk that pending such consents and approvals sellers may transfer the land to other purchasers or that Our Company may never acquire registration of title or land development rights with respect to such land. Our Company may also be required to make partial payments to third parties to acquire certain land or land development rights which Our Company may be unable to recover under certain circumstances. Our Company’s inability to acquire such land or land development rights, or if Our Company fails to recover the partial payment made by it with respect to such land, may adversely affect Our Company’s business, financial condition and results of operation.

26. Changes in interest rate will have a significant impact on Our Company and also on the demand for residential real estate projects.

Our Company may opt to avail long term or short term debt, if required in order to meet its financial requirements in future. Interest rates in our economy are sensitive to factors which are usually beyond the control of Our Company. Thus, any change in the interest rates will impact our cost of borrowing and profitability. Customers may borrow funds to acquire the property. Thus, one of the factors on which the markets for residential and commercial developments are dependent is the affordability of such properties which in turn is dependent on the availability of credit to the prospective customers. Increase in interest rate will affect

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the customer’s ability to avail finance resulting in decline in the demand for residential or other real estate projects. This in turn will adversely affect Our Company’s business, financial condition and results of operation.

27. We have not paid dividends in the past and any material adverse effect on our future earnings, financial condition, cash flows will affect our ability to pay dividends in the future.

Our Company has never paid dividends to preference shareholders and equity shareholders in the past. Our ability to pay dividends in the future will depend on the earnings, financial condition and capital requirements. Our business is capital intensive and we may plan to make additional capital expenditure to complete various real estate projects that we are developing. Our ability to pay dividends is also restricted under certain financing arrangements. We may be unable to pay dividends in the near or medium term, and our future dividend policy will depend on our capital requirements and financing arrangements in respect of our real estate projects, financial condition and results of operations.

28. Our success depends in large part upon our promoters, senior management, directors and key personnel and our ability to retain them and attract new key personnel when necessary.

Our senior management and key personnel collectively have many years of experience and would be difficult to replace. We cannot assure you that we will continue to retain any or all of our senior management or the key members of our management or that we will continue to benefit from the experience of our Promoters. Any loss of our Promoters, senior managers or other key personnel or the inability to recruit further senior managers or other key personnel could impair our future by impairing our day-to-day operations, hindering our development of new projects and harming our ability to develop, maintain and expand client relationships.

29. Our Company has entered into and will continue to enter into, related party transactions.

Our Company has entered into transactions with related parties that include its Promoters, Directors and their relatives, key management personnel and companies forming part of its Promoter Group. While Our Company believes that all such transactions have been conducted on an arm’s length basis, there can be no assurance that Our Company could not have achieved more favorable terms had such transactions been entered into with unrelated parties. Furthermore, it is likely that Our Company may enter into related party transactions in the future. There can be no assurance that such transactions, individually or in the aggregate, will not have an adverse effect on Company’s financial condition and results of operations.

30. Our Company’s inability to manage growth could disrupt its business and reduce its profitability.

Our Company has embarked on a growth strategy, which involves a substantial expansion of Our Company’s current business lines, in terms of size and geographical scope. The growth strategy will place significant demands on Our Company’s management, financial and other resources. It will require Our Company to continuously develop and improve its operational, financial and internal controls. Continuous expansion increases the challenges involved in financial management, recruitment, training and retention of high quality human resources, preserving Our Company’s values and entrepreneurial environment and developing and improving its internal administrative infrastructure. If Our Company is unable to manage its growth effectively, its business and financial results could be adversely affected.

31. Environmental problems could adversely affect our Company’s projects.

An environmental assessment for any real estate project above a threshold limit is a must for the purpose of obtaining regulatory approval. The assessment is necessary as it would reveal material environmental problems which if discovered during or after the development of the project, substantial liabilities would have to be incurred. There would be reduction in the value of the relevant property which would eventually lead in delay of the project.

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32. Our insurance policies provide limited coverage, potentially leaving us uninsured against some business risks.

The occurrence of an event that is uninsurable or not fully insured could have a material adverse effect on our business, financial condition, results of operations or prospects. We maintain insurance on property and equipment in amounts believed to be consistent with industry practices but we may not be fully insured against some business risks. Accordingly, we obtain comprehensive insurance coverage for each project during its construction phase. Our insurance coverage for each project includes insurance against fire and related risks and earthquakes. We also maintain workmen's compensation policies. However, we do not maintain directors' and officers' liability insurance, nor any insurance for loss of profit, if any, suffered by us or any of our customers. Our insurance coverage also does not include insurance against third party risks. Further, we do not maintain "key man" insurance for our Promoters, our senior managers or other key personnel.

33. We do not own the “Rodium” trademark but are dependent on it.

The trademark “Rodium” is owned by one of the Promoter of Our Company viz. Mr. Deepak Chheda. As on the date of filing this Draft Letter of Offer, we have not entered into any written agreement with Mr. Deepak Chheda for use of the “Rodium” trademark in our business. Our business depends on the “Rodium” trademark as we market all our real estate projects under the Rodium trademark. The right to trademark is a crucial factor in marketing our projects. In case, our Promoter viz. Mr. Deepak Chheda withdraws the NOC for use of Trademark or demands royalty from Our Company, we would not be able to use the “Rodium” Trademark and, if we are not able to create new trademarks or brands successfully, we could experience a material adverse effect on our business, financial condition and results of operations. In addition, if any third party uses the trade name in ways that adversely affect such trademark, our reputation could suffer damage, which in turn could have a material adverse effect on our business, financial condition and results of operations.

34. Labour unrest or shortage problems may significantly affect our business and if our employees unionise, we may be subject to, slowdowns and increased wage costs.

India has stringent labour legislation that protects the interests of workers, including legislation that sets forth detailed procedures for the establishment of unions, dispute resolution and employee removal and legislation that imposes certain financial obligations on employers upon retrenchment. In addition, we may be unable to mobilize the required number of labourers to carry out the construction on our project sites. Although our employees are not currently unionized, there can be no assurance that they will not unionise in the future. If our employees unionise, it may become difficult for us to maintain flexible labour policies or we face labour shortages, and our business, financial condition and results of operations may be adversely affected.

35. We are dependent on our IT systems for the execution and management of our projects.

We use information and communication technologies extensively to manage and execute our projects and to improve our overall efficiency. Our design and architectural team use technologically advanced tools and processes like Macintosh based high end management, visual and designing software like Archi CAD, Artlantis, etc. In addition, our project management team uses software, such as Microsoft Project, to review the progress of each project and monitor cost and time overruns, if any. Any delay in implementation or any disruption in the functioning of our IT systems could have a material adverse effect on our business if it causes loss of data or affects our ability to track, record and analyze the progress of our projects, process financial information, manage our creditors and debtors, or engage in normal business activities.

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36. Conflicts of interest may arise out of common business objects shared by Our Company and certain of our Promoter Group entities.

Our Promoters have interests in other companies and entities that may compete with us, including other entities in our Promoter Group that conduct businesses with operations that are similar to ours within the real estate development industry. There is no requirement or undertaking made by the Promoters or other entities in our Promoter Group not to compete with our business. In addition, there is no requirement or undertaking for our Promoters, Promoter Group or such similar entities to conduct or direct any opportunities in the real estate industry only to or through us. As a result, conflicts of interest may arise in allocating or addressing business opportunities and strategies amongst Our Company, our Promoters and other entities in our Promoter Group in circumstances where our interests differ from theirs. There can be no assurance that our Promoters or other entities in our Promoter Group will not compete with our existing business or any future business that we may undertake, nor that their interests will not conflict with ours.

37. Our growth may require additional capital, which may not be available on terms acceptable to us.

We expect to finance our growth through equity issuances, including through the Net Proceeds of this Issue, as well as through debt financings. We may not be successful in obtaining additional funds in a timely manner, on favorable terms or at all. In addition, the availability of borrowed funds for our business may be greatly reduced, and the lenders may require us to invest increased amounts of equity in a project in connection with both new loans and the extension of facilities under existing loans. If we do not have access to additional capital, we may be required to delay, scale back or abandon some or all of our growth strategies or reduce capital expenditures and the size of our operations.

38. We depend on various sub-contractors or specialist agencies to construct and develop our projects.

We primarily rely on third parties for the implementation of our projects and generally enter into several arrangements with third parties. Accordingly, the timing and quality of construction of our properties depends on the availability and skill of those sub-contractors. Although we believe that our relationships with third party subcontractors are cordial, we cannot assure you that skilled subcontractors will continue to be available at reasonable rates and in the areas in which we conduct our operations.

39. We conduct due diligence and assessment exercises prior to undertaking a project, but may not be able to

assess or identify certain risks and liabilities.

Prior to undertaking a project, we conduct due diligence and assessment exercises in relation to land, and assess the financial viability of the project. Due to the nature of industry in which we operate, certain potential risks and liabilities may not come to our notice while conducting such exercises, such as title defects and suitability of the land for the proposed development. In addition, we may not correctly estimate the cost of the project when budgeting for the project. Consequently, we may face unexpected liabilities and such unexpected liabilities may materially and adversely affect our financial condition and results of operations.

40. Further equity offerings may lead to dilution of equity and impact its market price.

Our Company may require further infusion of funds to satisfy its capital needs and future growth plans, which it may not be able to procure. Any future equity offe