DLF LIMITED — Proxy Solicitation & Information Statement 2020

Apr 17, 2020

17th April 2020

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

Dear Sir,

Sub: Postal Ballot Notice

In compliance with Regulation 30 of SEBI (LODR) Regulations, 2015, kindly find enclosed herewith a copy of Postal Ballot Notice dated 15th April 2020, as dispatched to the members, for your kind information and record please.

Postal Ballot Notice is also available on the Company's website - https://www.dlf.in/postalpdf/Postal-Ballot-Notice-dated-April-15-2020.pdf.

Thanking you,

Yours faithfully, For DLF Limited

Subhash Setia Company Secretary

Encl. : As above

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

Website: www.dlf.in; e-mail: investor-relations@dlf.in

POSTAL BALLOT NOTICE

[Pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended]

Notice is hereby given to the members of DLF Limited (the 'Company') that in terms of the provisions of Section 110 and other applicable provisions of the Companies Act, 2013 (including any amendment(s), statutory modification(s) and/ or re-enactment thereof for the time being in force) read with Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended and guidelines prescribed by the Ministry of Corporate Affairs for holding general meetings/ conducting postal ballot process, vide General Circular No. 14/2020 dated April 8, 2020 and General Circular No. 17/2020 dated April 13, 2020 issued by the Ministry of Corporate Affairs in view of COVID-19, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and subject to such other applicable laws and regulations, the Company is seeking consent of its members for the proposed resolution as set-out hereinbelow, by way of postal ballot including voting by electronic means ('Postal Ballot').

The draft resolution proposed to be passed by way of Postal Ballot and the Explanatory Statement, setting-out the material facts and reasons for the proposal are appended below for consideration of the members. The Postal Ballot Form for exercising the vote is annexed to this Notice.

1. RE-APPOINTMENT OF MR. AMARJIT SINGH MINOCHA AS AN INDEPENDENT DIRECTOR

To consider and if thought fit, to give assent/ dissent to the following resolution, as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Regulation 17(1A) and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, Mr. Amarjit Singh Minocha (DIN: 00010490), who was appointed as an Independent Director and holds office as an Independent Director up to 19th May, 2020 and has attained the age of 75 years, being eligible, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation and to hold office for a second term of consecutive five (5) years i.e. w.e.f. 20th May, 2020 to 19th May, 2025 on the terms and conditions as set-out in explanatory statement.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds and things as may be deemed proper and expedient to give effect to this Resolution."

By Order of the Board for DLF LIMITED

	Subhash Setia
New Delhi	Company Secretary
15th April, 2020	FCS 3019

Notes and Instructions:

• 1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 ('the Act'), setting-out material facts and reasons for the proposed Special Resolution is annexed hereto and form part of this Postal Ballot Notice ('Notice').
• 1. As per Section 110 and other applicable provision of the Act read with Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended ('Rules') and guidelines prescribed by the Ministry of Corporate Affairs for holding general meetings/ conducting postal ballot process, vide General Circular No. 14/2020 dated April 8, 2020 and General Circular No. 17/2020 dated April 13, 2020 on account of COVID-19 ('MCA Circulars'), this Notice along with the Postal Ballot Form is being sent only by e-mail to all the members, whose e-mail ID is registered with the Company or with the National Securities Depository Limited ('NSDL')/ Central Depository Services (India) Limited ('CDSL') ('Depositories') and whose name appear in the register of members/ list of beneficial owners as received from the Depositories as on Friday, 10th April, 2020 ('Record Date'). It is however, clarified that all members of the Company as on the Record Date (including those members who may not have received this Notice due to non-registration of their e-mail IDs with the Company or the Depositories) shall be entitled to vote in relation to the resolution specified in this Notice in accordance with the process specified in the Notice. For this purpose, such members may refer to Note No. 13(b).

• The Company hereby requests all its members to register their e-mail IDs if not yet registered, to promote green initiative and to enable the Company to provide all communications to the members through e-mail.

Members holding shares in physical form are requested to intimate their e-mail address to KFin Technologies Private Limited, Registrar & Share Transfer Agent/ Company either by e-mail at einward.ris@kfintech. com or investor-relations@dlf.in by sending a communication, in a prescribed format, at the address mentioned at Note No. 5 below or at the Registered Office/ Corporate Office of the Company. A copy of the prescribed format is attached at Annexure-A. Members holding shares in dematerialized form are also requested to contact their respective Depository Participants for registering their e-mail IDs.

• 1. Voting rights will be reckoned on the paid-up value of shares registered in the name(s) of the members on the Record Date. Only those members whose names are recorded in the Register of Members of the Company or in the list of Beneficial Owners maintained by the Depositories as on the Record Date will be entitled to cast their votes by Postal Ballot or e-voting. A person who is not a member as on the Record Date should treat this Notice for information purpose only.
• 1. Kindly note that the members can opt for any one mode of voting i.e. by physical Postal Ballot or e-voting. Persons who are members as on the Record date and (i) who have received this Notice by e-mail; and (ii) who have not received this Notice due to the non-registration of their e-mail ID with the Company or the Depositories, and wish to vote through Postal Ballot Form can download the Postal Ballot Form from the link https://evoting.karvy.com or www.dlf.in or seek Postal Ballot Form from KFin Technologies Private Limited, Registrar & Share Transfer Agent, Unit: DLF Limited, Selenium Tower-B, Plot No. 31 & 32, Gachibowli, Financial District, Nanakramguda, Serilingampally, Hyderabad – 500032, Telangana, e-mail: evoting@kfintech.com, fill the details and send the same to the Scrutinizers at 'A Wing, 1E Jhandewalan Extension, Naaz Cinema Complex, New Delhi – 110 055'. However, the members may face difficulties in sending Postal Ballot Form through post on account of restrictions imposed by the central/ state government(s), statutory/ regulatory and administrative authorities and other private organisations due to COVID-19 pandemic. Further, the Company/ Scrutinizer may also face difficulties in receiving the Postal Ballot Forms from members. Therefore, it would be in the interest of the members to avail e-voting facility to cast their vote.
• 1. Dispatch of the Notice shall be deemed to be completed on Friday, 17th April, 2020.
• 1. Voting will commence on Saturday, 18th April, 2020 at 9.30 A.M. (IST) and end on Monday, 18th May, 2020 at 5.00 P.M. (IST).
• 1. The Company has appointed Mr. Ranjeet Pandey, Company Secretary in whole-time practice [CP No. 6087] and Mr. Rupesh Agarwal, Company Secretary in whole-time practice [CP No. 5673] as 'Scrutinizers' for conducting the Postal Ballot process in a fair and transparent manner.
• 1. In compliance with the provisions of Section 108 & 110 of the Act read with the Rules made thereunder and the circulars issued by the Ministry of Corporate Affairs and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Company has extended e-voting facility for its members to enable them to cast their votes electronically. The Company has engaged the services of KFin Technologies Private Limited ('KFin') as the agency to provide remote e-voting facility.

Kindly note that the members can opt for only one mode of voting i.e. either by physical Postal Ballot or e-voting. If the members are opting for e-voting, then members are requested not to vote by physical Postal Ballot and vice-versa. However, in case members cast their vote by physical Postal Ballot and e-voting both, then voting done through e-voting shall prevail and voting done by physical Postal Ballot will be treated as invalid.

1. Members desirous to exercise their vote by Postal Ballot are requested to carefully read the instructions given in the Postal Ballot Form and return the same duly completed and signed, so as to reach the Scrutinizers by Monday, 18th May, 2020 up to 5.00 P.M. (IST). Postage will be borne and paid by the Company. However, Postal Ballot Form(s), if sent by courier or by registered post/ speed post at the expense of the member(s) will also be accepted. The Postal Ballot Form may also be deposited personally. The duly completed Postal Ballot Form(s) should reach the Scrutinizers at 'A Wing, 1E Jhandewalan Extension, Naaz Cinema Complex, New Delhi – 110 055' not later than Monday, 18th May, 2020 up to 5.00 P.M. (IST) to be eligible for being considered, failing which, it will be strictly treated as if no reply has been received from the member. The Company in no way would be responsible for late/ no delivery of Postal Ballot Form on account of lock-down due to COVID 19. The e-voting module shall also be disabled by KFin for voting after the abovementioned time.

• 1. Please note that the Postal Ballot Form shall be considered invalid if (i) the form other than one issued by the Company has been used; and/ or (ii) it has not been signed by or on behalf of the member; and/ or (iii) signature on the Postal Ballot Form doesn't match with the specimen signatures registered with the Company; and/ or (iv) it is not possible to determine without any doubt, the assent or dissent of the member; and/ or (v) neither assent nor dissent is mentioned; and/ or (vi) any competent authority has given directions in writing to the Company to freeze the voting rights of the member; and/ or (vii) the Postal Ballot Form is received after the last date prescribed; and/or (viii) it is defaced or mutilated in such a way that its identity as a genuine form cannot be established; and/ or (ix) the Postal Ballot Form, signed in a representative capacity, is not accompanied by a certified copy of the relevant specific authority; and/ or (x) the member has made any amendment to the resolution set-out herein or imposed any condition while exercising his vote; and/ or (xi) the member has also voted through e-voting. The Scrutinizers' decision on the validity of a Postal Ballot Form shall be final and binding.
• 1. The Notice is being uploaded on the website of the Company i.e. www.dlf.in and on the website of KFin i.e. https://evoting.karvy.com
• 1. The instructions for voting are as under:
• (a) Voting through electronic mode/ e-voting:
  • (i) Open the e-mail received from KFin and open PDF file viz; "DLF e-voting.pdf" with your Client ID or Folio No. as password. The said PDF file contains your user ID and password for e-voting. Please note that the password is an initial password.
  • (ii) Launch internet browser by typing the following URL: https://evoting.karvy.com
  • (iii) Enter the login credentials.
  • (iv) After entering the details appropriately, click on "Login".
  • (v) You will reach the password change menu wherein you are required to mandatorily change your password. The new password shall comprise minimum 8 (eight) characters with at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character (like *, #, @ etc.). The system will prompt you to change your password and update your contact details like mobile, e-mail etc. on first login. You may also enter the secret question and answer of your choice to

retrieve your password in case you forget it. It is strongly recommended that the members do not share their password with any other person and take utmost care to keep the password confidential.

• (vi) You need to login again with your new credentials.
• (vii) Select "EVEN" of DLF Limited and click on – 'Submit'.
• (viii) On the voting page, number of shares held by you as on the Record Date will appear. If you desire to cast all the votes for assenting/ dissenting to the resolution then enter all shares and click FOR/ AGAINST, as the case may be. You are not required to cast all your votes in the same manner. You may also choose the option ABSTAIN in case you wish to abstain from voting.
• (ix) Shareholders holding multiple folios/ demat accounts shall choose the voting process separately for each folio/ demat account.
• (x) Cast your vote by selecting an appropriate option and click on "Submit". A confirmation box will be displayed. Click "Ok" to confirm else "Cancel" to modify. Once you confirm, you will not be allowed to modify your vote. During the voting period, shareholders can login any number of times till they have voted on the resolution.
• (xi) Once the vote on the resolution is cast by a member, such member shall not be allowed to change it subsequently or cast the vote again.

• (xii) Institutional shareholders (i.e. other than individuals, Hindu Undivided Family, Non-resident Indians etc.) are required to send scanned copy (PDF/ JPG Format) of the relevant board resolution/ authority letter/ power of attorney etc. together with attested specimen signature of the duly authorised signatory(ies) who are authorised to vote, to the Scrutinizers through e-mail at dlfscrutinizer@gmail. com or dlfevoting@dlf.in with a copy marked to evoting@kfintech.com. The documents should reach the Scrutinizers not later than Monday, 18th May, 2020 up to 5.00 P.M. (IST). They may also upload the same in the e-voting module (https:// evoting.karvy.com) by using their login ID.

• (b) Any person, who is a member on the Record Date i.e. Friday, 10th April, 2020 and has not received login ID and password, may obtain the same in the following manner:

• (i) If the mobile number of the member is registered against Folio No./ DP ID – Client ID, the member may send SMS: MYEPWD e-voting Event Number + Folio No. or DP ID Client ID to 9212993399

Example for NSDL: MYEPWD IN12345612345678

Example for CDSL: MYEPWD 1402345612345678

Example for Physical: MYEPWD XXXX1234567890

• (ii) If e-mail address or mobile number of the member is registered against Folio No./ DP ID-Client ID, then on the home page of https://evoting.karvy.com, the member may click "Forgot Password" and enter Folio No. or DP ID - Client ID and PAN to generate a password.
• (iii) Member may call KFin's toll free number 1800 345 4001 for any assistance.
• (iv) Member may send an e-mail request to evoting@kfintech.com.

If the member is already registered with KFin for remote e-voting then he can use his existing user ID and password/ PIN for casting vote through remote e-voting.

(c) Other Instructions:

• (i) In case of any query, you may refer to the Frequently Asked Questions (FAQs) for shareholders and e-voting User Manual for shareholders available at the download section of https://evoting.karvy.com or contact Mr. Raj Kumar Kale, KFin Technologies Private Limited at Tel. Nos. 040-67161736 or 1800 345 4001 (toll free).
• (ii) If you are already registered with KFin for e-voting, then you can use your existing user ID and password for casting your vote.

• (iii) The votes should be cast either in favour or against the resolution by putting the tick [√] mark in the column provided for assent or dissent. Postal Ballot Form bearing tick [√] mark in both the columns will render such Postal Ballot Form invalid.

• (iv) A member may take print out of the Postal Ballot Form from the link https://evoting. karvy.com or www.dlf.in or request for a Postal Ballot Form, if so required, to KFin. It is however clarified, that until there are restrictions and difficulties in sending the Postal Ballot Form through courier/ speed post, the Postal Ballot Form will be sent via e-mail at the registered e-mail IDs of the members. However, the duly completed Postal Ballot Form should reach the Scrutinizers not later than the date and time as specified in the Postal Ballot Form.

• 1. Upon completion of scrutiny of the Postal Ballot Forms, the Scrutinizers will submit their report to the Chairman/ CEO & Whole-time Director/ Whole-time Director or to any other person authorised by any of them. The result of the Postal Ballot shall be declared by the Chairman/ CEO & Whole-time Director/ Whole-time Director or any other Director authorised by them, on Tuesday, 19th May, 2020 at 11.30 A.M. (IST) at the Corporate Office of the Company at DLF Gateway Tower, R Block, DLF City, Phase - III, Gurugram - 122 002, Haryana. The resolution if passed by the requisite majority shall be deemed to have passed on the last date specified by the Company for receipt of duly completed postal ballot forms or e-voting, i.e. Monday, 18th May, 2020. The result of the Postal Ballot along with the Scrutinizers' Report will also be placed on the Company's website i.e. www.dlf.in and on the website of KFin i.e. https://evoting.karvy.com and on the notice board at the Registered Office and Corporate Office of the Company. The Company shall simultaneously forward the result to National Stock Exchange of India Limited and BSE Limited, where the shares of the Company are listed.
• 1. After the lock-down is lifted by the Central/ State Government(s), statutory/ regulatory and other administrative authorities all relevant documents referred to in the Explanatory Statement and Reasons thereto would be made available for inspection at the Registered/ Corporate Office of the Company on all working days between 2.00 P.M. (IST) to 4.00 P.M. (IST) up to the date of declaration of the result of Postal Ballot. During the lock-down, a member may write to the Company Secretary at investor-relations@dlf.in requesting supply of relevant documents referred in the Explanatory Statement. Further, any query in relation to the resolution proposed to be passed by Postal Ballot may be addressed to the Company Secretary of the Company at investor-relations@dlf.in.

EXPLANATORY STATEMENT AND REASONS FOR THE PROPOSED RESOLUTION PURSUANT TO SECTION 102 AND 110 OF THE COMPANIES ACT, 2013

Pursuant to the provisions of Section 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 ('Act') and the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ('SEBI Listing Regulations'), Mr. Amarjit Singh Minocha (DIN: 00010490) was appointed as an Independent Director of the Company for a period of consecutive five (5) years with effect from 20th May, 2015 and holds office up to 19th May, 2020.

Pursuant to the provisions of Section 149 of the Act, an independent director shall hold office for a term up to consecutive five (5) years on the Board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the shareholders and disclosure of such appointment be made in the Board's report. Further, in terms of the provisions of the Act read with the SEBI Listing Regulations, an independent director shall hold office maximum for two consecutive terms of five years, however such independent director shall be eligible for appointment after the expiration of three years of ceasing the office of independent director in the company.

Further, Regulation 17(1A) of the SEBI Listing Regulations prescribes that no listed entity shall appoint a person or continue the directorship of any person as a non-executive director, who has attained the age of 75 years unless a special resolution is passed to that effect and the explanatory statement annexed to the notice for such appointment indicates the justification for appointing such Director. Mr. Minocha is aged more than 75 years.

Mr. Minocha has over four decades of experience, particularly in the real estate sector, and has held senior positions, both in public and private sector organizations. Mr. Minocha is a person of high repute and integrity. In the opinion of the Board, he fulfills the conditions for re-appointment as an Independent Director. The Board is of the view that considering Mr. Minocha's illustrious profile and extensive involvement and valuable contribution in the deliberations of the Board/ Committee meetings, his continued association as an Independent Director of the Company would be of immense benefit to the Company and the stakeholders. Mr. Minocha is an active participant in all meetings of the Board and its Committees.

In view of the above and based on the evaluation of the performance of Mr. Minocha as an independent director of the Company, the Nomination and Remuneration Committee has recommended the re-appointment of Mr. Minocha, who has attained the age of 75 years, as an Independent Director for a second term of consecutive five (5) years on the Board of the Company i.e. with effect from 20th May, 2020 to 19th May, 2025. The Company has, in terms of Section 160(1) of the Act received in writing a notice from a Member, proposing his candidature for the office of Director.

Based on the recommendations of the Nomination and Remuneration Committee and in view of the rich experience of Mr. Minocha in the real estate sector, the Board of Directors of the Company vide its resolution dated 28th March, 2020 resolved that it would be in the best interest of the Company to continue to avail his services as an Independent Director. In the opinion of the Board, Mr. Minocha fulfils the conditions specified in the Act and the rules made thereunder for re-appointment as an Independent Director and is independent of the management. Accordingly, it is proposed to re-appoint Mr. Minocha, as an Independent Director of the Company, not liable to retire by rotation and to hold office for a second term of consecutive five (5) years i.e. with effect from 20th May, 2020 to 19th May, 2025. He will be entitled to sitting fee and commission as may be decided by the Board of Directors from time to time.

Brief profile of Mr. Amarjit Singh Minocha is set-out below:

Mr. Amarjit Singh Minocha, an MBA from the Faculty of Management Studies, University of Delhi and a Fellow Member of the Institute of Chartered Accountants of India and the Institute of Company Secretaries of India. He has over four decades of experience in various capacities in India and abroad both in public and private sector organizations namely, Indian Oil Corporation, Telco (now Tata Motors Limited), Maruti Udyog Limited and GHCL Limited.

Mr. Minocha brings to the table rich and varied expertise in corporate governance, corporate laws, project management, financial expertise and has an unmatchable business acumen. Mr. Minocha's rich and diverse experience is very important element in the discussions and helps to arrive at business decisions taken by the Board of Directors and its various Committees. Mr. Minocha's presence on the Board of the Company adds much more value and gives confidence to the Board in its decisions. It is in the best interest of the Company to continue to avail the benefits of his knowledge, expertise and vast experience.

Mr. Minocha is neither debarred from holding the office of director by virtue of any SEBI order or any other such authority nor disqualified from being appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director.

The Company has also received a declaration from Mr. Minocha that he meets the criteria of independence as prescribed under Section 149(6) of the Act and the SEBI Listing Regulations. Mr. Minocha is qualified and registered vide registration number IDDB-DI-202002-010033 with the Indian Institute of Corporate Affairs, Government of India, to act as an Independent Director.

The details required in terms of Regulation 36(3) of the Listing Regulations and other applicable provisions of the Act (including Secretarial Standard-2) are annexed and form part of this Notice.

A copy of the draft letter of re-appointment of Mr. Minocha as an Independent Director setting out the terms and conditions of his appointment would be available on the Company's website i.e. www.dlf.in.

Mr. Minocha is concerned and interested in this resolution.

The relatives of Mr. Minocha may be deemed to be interested in the resolution to the extent of their shareholding interest, if any, in the Company. Save and except the above, none of the other Directors/ Key Managerial Personnel of the Company/ their relatives are, in any way, concerned or interested, financially or otherwise, in this resolution.

This statement may also be regarded as appropriate disclosures under the Act and the SEBI Listing Regulations.

The Board commends the Special Resolution for approval of the members.

By Order of the Board for DLF LIMITED

Subhash Setia New Delhi Company Secretary 15th April, 2020 FCS 3019

Regd. Office: Shopping Mall, 3rd Floor, Arjun Marg, Phase-I, DLF City, Gurugram – 122 002, Haryana CIN: L70101HR1963PLC002484 Telephone No.: 91-124-4334200 Website: www.dlf.in e-mail: investor-relations@dlf.in

Name of Director	Mr. Amarjit Singh Minocha
Director Identification Number (DIN)	00010490
IICA Registration No.	IDDB-DI-202002-010033
Date of Birth	01.07.1941
Date of first Appointment	20.05.2015
Qualification(s)	Masters in Business Administration from Faculty of Management Studies, University of Delhi; Fellow Member of the Institute of Chartered Accountants of India and the Institute of Company Secretaries of India
Number of Shares held	NIL
Expertise in specific functional areas	Over four decades of experience in various capacities both in public and private sector organizations in various senior management positions. Further detail are set-out in the Explanatory Statement.
Other Directorship(s)	DLF Home Developers Limited
Committee Positions in other Public Companies#	Audit & Compliance Committee – Chairman
	DLF Home Developers Limited
Terms and conditions of re-appointment (including remuneration)	As set-out in the Explanatory Statement
Number of Board meetings attended	7 out of 7 during FY 2019-20
Remuneration drawn	` 15.50 lakhs (excluding commission) during FY 2019-20
Relationships between Directors inter-se	NIL

Details in pursuance of Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and Secretarial Standard-2 on General Meetings

Committee positions of only Audit and Stakeholders Relationship Committee considered.

Annexure-A

UPDATION OF SHAREHOLDER'S INFORMATION

I/ We request you to record the following information against my/ our Folio No./ DP ID-Client ID:

General Information:

Folio No./ DP ID-Client ID
Name of the first named Shareholder
PAN
CIN/ Registration No. (applicable to Corporate Shareholders)
Tel. No. with STD Code
Mobile No.
Email ID

Self attested copy of PAN/ Voter lD/ Aadhar Card is attached.

Date: Signature of Sole/First holder

DLF LIMITED

Regd. Office: Shopping Mall, 3rd Floor, Arjun Marg, Phase-I, DLF City, Gurugram – 122 002, Haryana CIN: L70101HR1963PLC002484; Telephone No. 91-124-4334200 Website: www.dlf.in; e-mail: investor-relations@dlf.in

POSTAL BALLOT FORM

• 1. Serial No. :
• 1. Name and Registered Address of the : sole/ first named Member (in block letters)
• 1. Registered Folio No./ DP ID Client ID No. :
• 1. No. of Share(s) held :

I/ we hereby exercise my/ our vote in respect of the Resolution to be passed through Postal Ballot for the business stated in the Notice of the Company dated 15th April, 2020, by sending my/ our assent or dissent to the said Resolution by placing the tick (√) mark in the appropriate box below:

Description	No. of Share(s)	I/ We assent to the Resolution (For)	I/ We dissent to the Resolution (Against)
Special Resolution for approval of re-appointment of Mr. Amarjit Singh Minocha (DIN: 00010490) as an Independent Director for a second term of consecutive five (5) years w.e.f. 20th May, 2020

Place :

Date : Signature of the Member

ELECTRONIC VOTING PARTICULARS
EVEN (E VOTING EVENT NUMBER)	USER ID	PASSWORD/ PIN

INSTRUCTIONS

• 1. A Member desirous of exercising his/ her Vote by Postal Ballot may complete this Postal Ballot Form (no other form is permitted to be used for the purpose) and send it to the Scrutinizers. Postage will be borne and paid by the Company. However, Postal Ballot, if deposited in person or sent by courier/ registered post/ Speed Post at the expense of the Member shall also be accepted.
• 1. This Postal Ballot Form must be sent to the Scrutinizers at 'A Wing, 1E Jhandewalan Extension, Naaz Cinema Complex, New Delhi – 110 055'.
• 1. This Postal Ballot Form must be completed and signed by the Member. In case of joint-holding, this Form should be completed and signed (as per the specimen signature registered with the Company) by the first named Member and in his/ her absence, by the next named Member. A Member may sign the Postal Ballot Form through an Attorney, in such case copy of the Power of Attorney should be sent along with Postal Ballot Form.
• 1. Unsigned, incomplete or incorrectly ticked Postal Ballot Form(s) will be rejected. The Postal Ballot shall not be exercised by a proxy.
• 1. The Scrutinizers' decision on the validity of the Postal Ballot shall be final.
• 1. Duly completed Postal Ballot Form should reach to the Scrutinizers not later than 5.00 P.M. (IST) on Monday, 18th May, 2020. All Postal Ballot Forms received after this date will be strictly treated as if reply from such Member has not been received.
• 1. In case of shares held by Institutional shareholders (i.e. other than individuals, Hindu Undivided Family, Non-resident Indians etc.), the duly completed Postal Ballot Form should be accompanied by a certified copy of Board Resolution/ authority letter/ power of attorney together with the attested specimen signature(s) of the duly authorised signatory(ies) who are authorised to vote.
• 1. Voting rights shall be reckoned on the paid-up value of shares registered in the name of the Member as on Friday, 10th April, 2020.
• 1. Members are requested not to send any other paper along with the Postal Ballot Form as all such letters will be sent to the Scrutinizers and any extraneous paper found with such letter will be destroyed by the Scrutinizers.
• 1. There will be one Postal Ballot Form for every Folio/ Client ID, irrespective of the number of joint-holders.
• 1. A Member need not exercise all his/ her vote(s) nor does he/ she need to cast all his/ her votes in the same way.
• 1. Members are requested to fill the Postal Ballot Form in indelible ink and not by any erasable writing mode.
• 1. If a Postal Ballot Form is defaced or mutilated in such a way that its identity as a genuine form cannot be established, then such Postal Ballot Form shall be considered invalid.