DLF LIMITED — Capital/Financing Update 2019

Mar 29, 2019

March 29, 2019

The General Manager	The Vice-President
Dept. of Corporate Services	National Stock Exchange of India
BSE Limited	Limited
P.J. Tower, Dalal Street,	Exchange Plaza, Bandra Kurla Complex,
Mumbai – 400 001	Bandra(E), Mumbai – 400 051

Re: (A) Qualified Institutions Placement of equity shares of face value of ₹ 2 each (the "Equity Shares") by DLF Limited (the "Company") under the provisions of Chapter VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the "SEBI Regulations"), and Section 42 and other applicable provisions of the Companies Act, 2013 (including the rules made thereunder) (the "QIP").

(B) Conversion of Compulsorily Convertible Debentures ("CCDs") of Rs. 217.25 each allotted on December 29, 2017 to promoter/promoter group companies into Equity Shares of Rs 2/- each at a premium of Rs. 215.25 per share.

Dear Sir/ Madam,

(A) This is further to our letters dated 25th and 28th March, 2019, wherein we had informed the Stock Exchanges about opening and closure of the QIP on 25th and 28th March, 2019, respectively.

We wish to inform you that in respect of the QIP, the Securities Issuance Committee of the Company has, at its meeting held today i.e. 29th March, 2019 at Hyderabad, approved the allotment of 17,30,00,000 Equity Shares of ₹ 2/- each to eligible qualified institutional buyers pursuant to the QIP at the issue price of ₹183.40 per Equity Share (including a share premium of ₹181.40 per Equity Share), aggregating to approximately ₹ 3172.82 crore.

A list of allottees who have been allotted more than 5 per cent of the Equity Shares of the Issue size in QIP is attached (Annexure A).

(B) This is further to our earlier communication 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, on a preferential basis, to entities belonging to promoter and/or promoter group entities:-

(a) 37,97,46,836 (Thirty seven crores 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 and convertible into equal number of Equity Shares of Rs.2/- each of the Company as under:

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

* 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 in terms of 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 lakh eighty nine thousand seven hundred and fifty eight) warrants of Rs.217.25 each ("Warrants") exercisable into equal number of Equity Shares of Rs.2/- each of the Company as under:

Sl.No.	Name of Allottee	Number ofWarrants
1.	RajdhaniInvestments&AgenciesPrivateLimited	12,42,80,783
2.	DLF Urva Real Estate Developers & ServicesPrivate Limited	1,38,08,975

Further, upon receipt of applications for conversion of 24,97,46,836 CCDs into 24,97,46,836 Equity Shares of Rs. 2 each, the Securities Issuance Committee at its meeting held today i.e. 29th March, 2019, has also approved the conversion of 24,97,46,836 CCDs into 24,97,46,836 Equity Shares of Rs. 2 each at a price of Rs. 217.25 per share (including premium of Rs. 215.25 per share) as per the following details:

Sl.No.	Name of Allottee	Number of EquityShares
1.	RajdhaniInvestments&AgenciesPrivateLimited	23,59,37,860
2.	DLF Urva Real Estate Developers & ServicesPrivate Limited	1,38,08,976

The above Equity Shares, so allotted shall rank pari-pasu with the existing Equity Shares of the Company in all respect including dividend and/ or any corporate benefits declared by the Company from time to time after this allotment.

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

Pursuant to the allotment of Equity Shares in the QIP the paid-up equity share capital of the Company stands increased to ₹ 391.49 crore comprising 1,95,74,75,112 Equity Shares. Upon conversion of CCDs, the paid-up equity share capital of the Company stands increased to ₹ 441.44 crore comprising 2,20,72,21,948 Equity Shares.

The meeting of Securities Issuance Committee commenced at 8.00 A.M. and concluded at 8.40 A.M.

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

Thanking you,

Yours faithfully, for DLF LIMITED

SUBHASH SETIA COMPANY SECRETARY

Encl: a/a.

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

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

ANNEXURE A

LIST OF ALLOTTEES WHO HAVE BEEN ALLOTTED MORE THAN 5 PER CENT OF THE EQUITY SHARES OFFERED IN THE QUALIFIED INSTITUTIONS PLACEMENT

S. No.	Name of the Allottees	No. of Equity Shares Allotted	% of Total Issue size
1.	SOCIETE GENERALE	1,50,00,000	8.67
2.	BNP PARIBAS ARBITRAGE	1,16,25,000	6.72
3.	MORGAN STANLEY
	FRANCE S.A.	1,39,50,000	8.06
4	STICHTING DEPOSITARY
	APG EMERGING MARKETS
	EQUITY POOL	1,66,16,444	9.60
5	COPTHALL MAURITIUS
	INVESTMENT LIMITED	1,63,67,595	9.46
6	OPPENHEIMER GLOBAL
	FUND	1,06,12,686	6.13