DLF LIMITED — Capital/Financing Update 2019

Jun 26, 2019

DLF Limited DLF Gateway Tower, R Block, DLF City Phase – III, Gurugram – 122 002, Haryana (India) Tel. : (+91-124) 4396000

June 26, 2019

The General Manager Dept. of Corporate Services BSE Limited P.J. Tower, Dalal Street, Mumbai – 400 001

The Vice-President National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra(E), Mumbai – 400 051

Re: Allotment of Equity Shares upon exercise of Warrants by promoter/ promoter group companies.

Dear Sir/ Madam,

This has reference to our intimation dated 29th December, 2017, wherein the Company had communicated that the Board of Directors of the Company in its meeting held on 29th December, 2017 has allotted the following securities, on a preferential basis, to entities belonging to promoter /promoter group:-

(a)37,97,46,836 (Thirty seven crore ninety seven lakhs forty six thousand eight hundred and thirty six) Compulsorily Convertible Unsecured Debentures ("CCDs") of Rs. 217.25 each at par fully paid up aggregating to Rs. 8,250/ crore and convertible into equal number of Equity Shares of Rs.2/- each of the Company as under:

Sl. No.	Name of Allottee	Number ofCCDs
1.	Rajdhani Investments & Agencies PrivateLimited*	36,59,37,860
2.	DLF Urva Real Estate Developers & ServicesPrivate Limited	1,38,08,976

* CCDs were issued to other promoter group entities i.e. Buland Consultants & Investments Private Limited and Sidhant Housing and Development Company, the said promoter group entities merged into Rajdhani Investments & Agencies Private Limited pursuant to the order dated February 21, 2018 passed by the Hon'ble National Company Law Tribunal, Ahmedabad Bench, and accordingly the said CCDs are now held by Rajdhani Investments & Agencies Private Limited.

and;

(b)13,80,89,758 (Thirteen crore eighty lakhs eighty nine thousand seven hundred and fifty eight) warrants ("Warrants") of Rs.217.25 each ("Warrants

Issue Price") aggregating to Rs. 2,999.99 crore exercisable into equal number of Equity Shares of Rs.2/- each of the Company as under. The company received a sum of Rs 750.10 crore towards 25% subscription against the said warrants on 29th December 2017.

Sl.No.	Name of Allottee	Number ofWarrants
1.	Rajdhani Investments & Agencies Private Limited	12,42,80,783
2.	DLF Urva Real Estate Developers & Services	1,38,08,975
	Private Limited

Further, vide intimation dated March 29, 2019, it was informed that the Securities Issuance Committee of the Board of Directors of the Company in its meeting held on March 29, 2019 approved the allotment of 24,97,46,836 Equity Shares of Rs. 2/- each at a premium of Rs. 215.25 per share upon conversion of 24,97,46,836 CCDs.

Subsequently, vide intimation dated May 24, 2019, it was informed that the Securities Issuance Committee of the Board of Directors of the Company in its meeting held on May 24, 2019 approved the allotment of balance 13,00,00,000 Equity Shares of Rs. 2/- each at a premium of Rs. 215.25 per share upon conversion of 13,00,00,000 CCDs.

The Company has now received the balance consideration of Rs. 2,249.90 crore (being 75% of the Warrants Issue Price) towards exercise of Warrants. Accordingly, the Company has received the entire consideration of Rs. 2,999.99 crore against the exercise of Warrants. Upon receipt of request from the Warrants holders and receipt of the entire consideration, the Securities Issuance Committee of the Board of Directors of the Company in its meeting held today, has approved the allotment of 13,80,89,758 Equity Shares of Rs. 2/- each at a price of Rs. 217.25 per share at a premium of Rs. 215.25 per share as under:-

Sl.No.	Name of Allottee (s)	Number ofEquity Shares
1.	Rajdhani Investments & Agencies PrivateLimited	12,42,80,783
2.	DLFUrvaRealEstateDevelopers&Services Private Limited	1,38,08,975

The aforesaid Equity Shares shall, upon allotment, rank pari-passu with the existing Equity Shares of the Company in all respects.

Upon allotment of the aforesaid Equity Shares, the paid-up equity share capital of the Company stands increased to Rs. 495.06 crore comprising 247,53,11,706 Equity Shares having face value of Rs. 2/- each. The total shareholding of the promoter/ promoter group entities would stand increased to 74.95% from 73.47%

and will remain within the minimum public shareholding limits as prescribed under the Securities Contracts Regulation Act, 1956.

The meeting of the Securities Issuance Committee commenced at 17.40 hrs and concluded at 19.40 hrs.

Upon receipt of Rs. 2,249.90 crore now and the allotment of Equity Shares upon exercise of Warrants, the induction of capital of Rs. 11,250 crore by the promoter/ promoter group stands completed.

We request you to take the above on record, and the same be treated as compliance with Regulation 30 and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Thanking you,

Yours faithfully, for DLF LIMITED

SUBHASH SETIA COMPANY SECRETARY

For Stock Exchange's clarifications, please contact:- 1. Mr. Subhash Setia - 09873718989/setia-subhash@dlf.in 2. Mr. Raju Paul - 09999333687/paul-raju@dlf.in