2013

Transport Sector Capability Statement

IMaCS Advisory Services in Transport Sector
This document presents IMaCS capabilities in advisory services focusing on the Transport sector

Transport Sector Capability Statement 2013

IMaCS - an introduction
ICRA Management Consulting Services Limited (IMaCS) is a multi-line management/development consulting firm headquartered in India. We have an established track record of 15 years in consulting and a diversified client base across various sectors and countries. IMaCS has completed over 1,300 consulting assignments and has worked in over 40 countries across the globe. ICRA Management Consulting GROUP ICRA Services Limited (IMaCS) is a fullyowned subsidiary of ICRA Limited (ICRA), one of Indias leading credit rating agencies. IMaCS operated as a Credit Management IT BPO Rating Consulting (Software) division of ICRA till March 2005, when it was de-merged from ICRA and became a standalone company. Our clientele includes multilateral ICRA Techno ICRA Online Ltd. ICRA Management ICRA Limited Analytics Ltd. Consulting Services and bilateral agencies, banks & Limited financial institutions, manufacturing ICRA Techno Analytics Inc. and service organisations, Governments, Government-owned organisations, investors, and regulators. About Group ICRA Launched in 1991 in India, ICRA has been set up by a number of prominent Indian financial institutions, banks, and insurance companies. In September 2001, Moodys Investment Company India (Private) Limited, a 100% subsidiary of Moodys Investors Service, USA, became the single largest shareholder in ICRA. Group ICRA comprises three businesses: Credit Rating, Management Consulting and IT/BPO services, offered by four different companies comprising ICRA and its three subsidiaries, namely, IMaCS, ICRA Techno Analytics Ltd. (ICTEAS) and ICRA Online Limited. ICRA is listed on the National Stock Exchange and the Bombay Stock Exchange in Mumbai, India.

Transport Sector Capability Statement 2013

The main driver for IMaCS growth has been a growing need for unbiased and professional views on adopting best business practices arising from economic deregulation, growing international trade & integration, and the increasing need to be globally competitive. Building on a carefully nurtured knowledge bank of global benchmarks for business and management practices and a repository of highquality analytical talent, IMaCS has executed over 1,300 consulting assignments for a variety of Indian and international organisations, Governments, and regulatory authorities. Our clientele includes banks, financial institutions, non-banking financial companies, manufacturing and services organizations, governments, government-owned organizations, debt and equity investors, regulators, and multilateral agencies. We have executed assignments for multilateral agencies such as The World Bank, World Bank Institute (WBI), Commonwealth Development Corporation (CDC), United Nations Development Programme (UNDP), United States Agency for International Development (USAID), Department for International Development (DfID), African Development Bank (AfDB), Asian Development Bank (ADB) and International Finance Corporation (IFC).

Our Business Groups and Practice Areas

The different business groups and practice areas within IMaCS form our matrix of service offerings. Multi-disciplinary teams are used on most assignments. The diversity of experience in IMaCS teams helps it to adopt a creative and cross-functional approach to problem solving, which has not only been very successful in practice, but has also been well appreciated by all our clients.

Practice Areas

IMaCS - We focus on six practice areas

Enhancing Competitiveness/Market Assessment/Improving Effectiveness

Strategy

Risk

Credit Risk/Market Risk/Operational Risk/EWRM/Risk Analytics/Software

Process Consulting

Cost Reduction/Process Re-engineering/Organisation Design

Transaction Advisory
Policy & Regulation

M&A/Due Diligence/Project Advisory/Bid Advisory/Financial Restructuring

Regulatory Economics/PPP Models/Governance

Development Consulting

Investment Climate/Institutional Strengthening/Capacity Building /Poverty Alleviation/Sustainable Development

Business groups

Energy

Banking & Insurance

Infrastructure

Corporate

Government/ Multilaterals

Transport Sector Capability Statement 2013

Most consultants at IMaCS have advanced academic degree in various disciplines and many have gained experience in reputed firms prior to coming to IMaCS. Both freshers and experienced consultants undergo formal and informal training in IMaCS to deliver high quality and implementable solutions to clients. IMaCS clients also have the benefit of the considerable organisational expertise that IMaCS has built up over the past ten years. As such, our functional expertise spans the following areas, wherein we have built a diversified client base across verticals
Corporate/ Project Finance, Due Diligence, Valuation
Policy Formulation and Economic Regulation

Economic Development, Institutional Reform and Capacity Building

Market Assessment, Demand Forecasting

Strategy, Restructuring and Process Improvement

Quantitative Analytics, Risk Assessment and Mitigation

Banks and Financial Institutions

Ports, Airports and Railways

Water Supply, AgriInfrastructure

Power, Gas, Coal

Retail, Food and Beverages

Automotive Engineering and Metals

Multilateral Institutions

Government Regulators

Banks/Lenders

Corporate Sector

Equity Investors

IMaCS Infrastructure, Energy and Government Consulting Groups Banks, Lenders, The Infrastructure Group of IMaCS focuses on policy and Infrastructure Private Equity, Multilateral Developers transactional projects in the areas of sector reform and Institutions restructuring, creating public private partnerships, and building capacity in government and public sector institutions. At the policy level, IMaCS seeks to serve regulators, Sponsors/Government Regulators governments and multilateral agencies in formulating or refining sector-wide policy issues such as licensing, regulation, business rules, competition, tariffs, service level obligations, and subsidies. At a transaction level, our Infrastructure group has accumulated substantial experience and skills in handling engagements related to regulatory Our relationships cover all stakeholders in infrastructure financing - developers, representations, financial modelling, structuring payment sponsors/government regulators and and security mechanisms, designing project contracts and banks/lenders/private equity concession agreements, and providing assistance in players/multilateral institutions financial closure for various infrastructure projects.

Transport Sector Capability Statement 2013

In the infrastructure sector, our transaction advisory services span the entire cycle of project development:
1.Feasibility and Project

2.Bid Process
Management /Advisory

3. Financing and

Structuring

Implementation

Project Identification and Pre-feasibility Demand/Traffic Assessment Technical & Financial Feasibility Economic Cost Benefit Analysis Environmental Impact Assessments Structuring Concessions and/or Joint Ventures Contract Documentation

Preparing bidding documents RFQ/RFP

Infrastructure project structuring & appraisal Financial Engineering & Structured Finance Assisting credit enhancement in projects Sell and Buy side Advisory

Drafting and reviewing concession agreements

Assisting private developers in bidding for projects Financial Modeling and Project Risk assessment Conducting pre bid meetings bid evaluation & selection of bidder

Private Equity and Debt finance

Assistance in negotiation with lenders

Our Infrastructure Group is structured along the two sectoral dimensions of Transport and Urban Infrastructure, each of which offers services across various functional areas. The Group has a core team of in-house consultants, an extensive database of on-call external experts, and partnerships with a range of collaborating institutions. We have also recognised the need for infrastructure development in many countries in the emerging markets, and have accordingly built our research, knowledge base, networks, and delivery mechanisms to work across the globe. The Energy Group of IMaCS focuses on both policy and transactional issues related to the Electricity, Renewable energy, and the Oil and Gas sectors. Our Energy group has garnered significant expertise in the restructuring and reform process in the electricity sector by having been associated with multiple entities such as the government, regulators, state owned and private power companies since the beginning of the reforms process in the sector. Our services in the energy domain encompass regulatory assistance to utilities and regulatory commissions, restructuring and privatization, formulating strategies and business plans for utilities, conducting market assessment studies for investors/utilities, providing assistance to developers/project appraisal/project risk assessment, and investment and transaction assistance. The energy groups range of transaction advisory services include e.g. feasibility IMaCS has completed several projects in the renewable studies, structuring of investments, bid sector covering diverse technologies such as wind, hydro, process management, structuring/review co-generation, and biomass, and has also worked on of bid documents, project appraisal policy level assignments.

Transport Sector Capability Statement 2013

A Summary of our Transaction Advisory Offering
Key highlights
Infrastructure & Energy: Feasibility & Project Structuring Infrastructure & Energy: Bid Process Advisory

Project Identification and Pre-feasibility; Demand/Traffic Assessment; Technical & Financial Feasibility; Economic Cost Benefit Analysis; Environmental Impact Assessments;

Structuring Concessions and/or Joint Ventures; Contract Documentation Preparing bidding documents RFQ/RFP; Drafting and reviewing concession agreements; Assisting private developers in bidding for projects; Financial Modeling and Project Risk assessment; Conducting pre bid meetings bid evaluation & selection of bidder Infrastructure project structuring & appraisal; Financial Engineering & Structured Finance; Assisting credit enhancement in projects; Sell and Buy side Advisory; Private Equity and Debt finance; Assistance in negotiation with lenders Financial Restructuring; M&A Advisory- Sourcing deals, Valuation, Due Diligence, Negotiations; Partner Search & Counterparty assessments; Metrics for Shareholder value creation; Evaluating Acquisition/ Divestiture Plans; Brand Valuation M&A Advisory; Due diligence/Valuation of banks/FIs/Portfolios; Partner search/JV partner assessment/Negotiation Assistance; Restructuring of asset portfolios; Purchase/sale of distressed assets; Project appraisal/risk assessment; Advising on securitisation; Rating advisory (outside India); Structuring/pricing derivative contracts
Banks/FIs/PE

Infrastructure & Strong Consumer Energy: Financing & finance growth Implementation

Corporate Advisory: Corporate Finance

Banking & Financial Services: Transaction Advisory

Country and Sector Analysis - Infrastructure,

Energy & Water

Review of Policy and Regulation Identifying opportunities for investment company, projects and sub-sovereign

Project Risk Assessment/Appraisal Due Diligence technical, commercial, legal,

environmental

Independent project appraisal for lenders Project/Business valuation Project/Asset acquisition - valuation & due
diligence

Project Developers/Operators

Pre Bid advisory in terms of

Governments/PPP Implementing Agencies

market/demand/traffic assessments/bidding strategy projects - financial modelling and risk assessment Review of concession and other contractual agreements Post bidding negotiation Assistance in obtaining project/development finance debt, equity, mezzanine Identification and due diligence on JV partners/asset acquisition valuation and due diligence

Assistance in bidding for infrastructure

Transaction services across stakeholders

Analysis of policy, regulation and

institutional support PPP projects

Identification, planning &structuring of Assessing need for viability gap funding

and process assistance as per PPP guidelines Project feasibility reports Preparing RFQ/RFP and other bid documents & implementation agreements Inviting bids & conducting pre-bid meetings
selected bidders/contract finalisation

Project
Developers/Operators Governments/PPP Implementing Agencies Banks/Financial Institutions/Private Equity players

Evaluating bids and negotiation with

Transport Sector Capability Statement 2013

Selected Transport Sector Project Experience
We summarise below selected transport sector projects carried out by IMaCS in the transport sector. Select experience - Ports Financial advisory services, market feasbility and risk assessment of three ports on behalf of a project developer (2007) - The client, a leading bulk liquid storage terminal service provider with terminals at almost all the major ports in the country with a total storage capacity of over 700,000 kl, was considering expansion of its business in the port sector and had requested IMaCS to conduct a market feasibility and risk analysis of the proposed development of a new Greenfield port in South India and select terminals at two ports in Western India, to be developed through private sector participation. The studies involved market/competitive assessment and risk assessment. For the Greenfield port, the need for a new port was reviewed, and the competitive advantages, hinterland potential and traffic for the proposed alternative location(s) assessed and compared. Financial advisory services and techno-economic feasibility study for a port in Southern India (2006) The client, a leading bulk liquid storage terminal service provider with terminals at almost all the major ports in the country with a total storage capacity of over 700,000 kl, was interested in evaluating the potential for development of a port in Southern India and mandated IMaCS for conducting a feasibility study for development of the port. The study was carried out in two phases - Phase I: Hinterland analysis & market assessment and Phase II: Project design & structuring. Phase I included tracing the evolution of the port, conducting an analysis of the hinterland and the competitive scenario, assessing traffic potential and developing cargo wise traffic projections for 20 years. Phase II included developing project concept and scope, estimating phase-wise project costs, evaluating project feasibility (proposed financing structure, financial projections and viability assessment, including sensitivity analysis), risk analysis and mitigation, and final recommendations on implementation structure and road map. Financial and economic feasibility of a new terminal of a Major Port in Western India (2005) - The Major Port was planning to implement the Fourth Container Terminal and Marine Chemical Terminal with private sector participation on Build, Operate and Transfer (BOT) basis. The Port Trust mandated a consortium of IMaCS and a leading technical consultancy firm in India to prepare the Detailed Project Report for the project and undertake financial and economic analysis of the project. The financial analysis for the establishment of the proposed Marine Chemical Terminal and the Fourth Container Terminal was carried out in terms of the Project Internal Rate of Return (FIRR), Equity Internal Rate of Return (EIRR) and Dividend IRR considering 30 years of operation. This was carried out considering the total project investment cost including dredging, road connectivity to the terminal area from the nearest national and state highways, construction of new passenger landing jetty with a separate approach road, for the development of the proposed terminals, and the associated revenues, to assess the financial viability of the project based on Project FIRR. This Total Project IRR was estimated considering capital cost and Interest During Construction (IDC).

Transport Sector Capability Statement 2013

Financial advisory assistance to a leading shipyard on the West Coast of India for acquisition of a shipyard in Goa and in outright sale of its housing colony (2004 & 2005) - The client, a Public Sector Undertaking under the Ministry of Defence, is a leading shipyard on the West Coast of India, and caters to the requirements of varied customers in the field of design, development, construction, repair, modernisation, testing and commissioning of ships. A State Government undertaking had issued a notice inviting tender for Sale by Tender cum Auction basis for sale of assets of a shipyard located in Goa. The State Government undertaking had attached the mortgaged assets of the shipyard as it had defaulted on its debt obligations. The client was planning to bid for the above mentioned assets and mandated IMaCS to undertake a valuation of the assets of the shipyard and also to provide assistance in bidding for the same. IMaCS also assisted the same client in outright sale of a newly developed housing complex on as-is where-is basis, which entailed aggressive marketing, bid process management, technical and financial negotiations, and legal support during bid process management. Credit assessment of an integrated steel producer for a user of a Major Port on the East Coast of India (2003) - An international consortium had taken land on lease from a Major Port on the East Coast and was building a berth for handling coking coal imports for an integrated steel producer, primarily for its integrated steel plants. The international consortium had entered into a long-term contract with the steel producer, wherein the integrated steel producer had agreed to use the facility of the berth for a minimum cargo throughput of coking coal every year under the agreed terms - and suitably compensate the company otherwise. The lender was in the process of ascertaining the various issues relating to this project in order to extend financial assistance, and along with the developer, was desirous to get an independent and objective assessment of the integrated steel producer, to establish its ability to honour the different components of the contract with the developer, in view of its future business performance as well as the fortunes of the steel industry. The study carried out by IMaCS focused on assessing the current and future demand-supply scenario for steel in India, assessing the ability of the integrated steel producer to address future demand for steel given its competitive abilities, and assessing its future coking coal requirements and procurement of the same through the dedicated berth. IMaCS also assessed the likely future financial performance of the steel producer in the long term and impact of its business and financial restructuring plans. Project appraisal of a ship acquisition venture (2002-03) - The client, a public sector bank and a shipping company, desired IMaCS to undertake a detailed appraisal of a ship acquisition venture to be put up to the various financial institutions to raise the required debt. The focus of the analysis was to ensure that all the project contracts/clearances/approvals were valid, in order and enforceable. Successful financing rested on the strength of the project and the manner and extent to which risks could be mitigated for the market participants. The study also identified the various project risks and came out with a strategy to allocate and mitigate the same. Finally, IMaCS developed a financial model to measure the sensitivity of the debt servicing ability, in wake of market fluctuations.

Transport Sector Capability Statement 2013

Project development and bid process management for procurement of marine services equipment in the PSP format for a Major Port in Southern India (2000-01) - IMaCS was appointed by the said port to provide financial advisory and bid process management services for outsourcing/privatisation of marine services. The Port proposed to either sell the equipment for marine services (Tugs and Pilot Launches) and charter them back from the purchaser or retain the equipment with the Port and privatise manning, operation and maintenance of these facilities. The Port had called for tenders for the above and appointed IMaCS to undertake financial and technical evaluation of the tenders and suggest the best option - outsourcing/privatisation of marine services. IMaCS evaluated the technical bids submitted by the bidders for adherence and responsiveness to the tender document and assisted the client in discussions with the bidders with regard to the data gaps and clarifications on issues relating to relevant experience of the bidders. IMaCS evaluated the price bids submitted by the bidders under both options and calculated the Net Present Value of the cash outflows - and recommended a bidder under the sale and charter back option. Market assessment and risk analysis for liquid handling and storage facility for a Major Port in Southern India (2004-05) - IMaCS was appointed by an SPV formed by a consortium led by a leading bulk liquid storage terminal service provider for setting up and operating a liquid cargo berth including storage tank farms on a Build-Operate-Transfer basis at a Major Port in South India. The project entailed setting up of a 3.0MMTPA liquid berth and associated storage facilities. The SPV retained IMaCS for carrying out an independent market assessment and risk analysis of the proposed facility. The scope of work covered three modules: competitiveness analysis of the liquid terminal and storage tank farm, market assessment for the proposed liquid terminal and market and regulatory assessment. Key outputs of the study included estimates of traffic volume and traffic projections, competitive advantages of the port, analysis of market and tariff related risks and possible mitigation measures, and recommendations on jetty capacity and tank farm configuration and capacity. Project development and financial advisory services to a private client for developing a port on the East Coast of India (2000) - The client was developing an existing minor port in Orissa as a modern, all weather, deep water port capable of handling modern ships efficiently and cost effectively. The client had signed an agreement with the Government of Orissa for developing the port on a Build, Own, Operate, Share and Transfer (BOOST) basis. The principal cargo for the port is import and export of iron ore, thermal coal and coking coal. The client desired an independent assessment of the risks for the project and recommendations on measures for mitigating these risks. IMaCS carried out a detailed assessment of the project including the project cost, traffic potential and projections, design parameters, implementation schedule, concession agreement, project contracts and financing pattern. IMaCS identified various risks associated with the project e.g. sponsor risk, market risk, connectivity risk, construction risk, environmental risk, tariff risk and exchange risk and provided recommendations for mitigating these risks. The critical activities of the project that would have an impact on project

Transport Sector Capability Statement 2013

implementation were also analysed. The key parameters of the project were benchmarked with similar private sector port projects and major ports. IMaCS developed a financial model to measure the sensitivity of the debt servicing ability and fund requirements of the project to changes in demand, growth rate of steel, proportion of coking coal passing through the port, export of iron ore, and tariff structures. Project development and financial advisory for chartering of Self Unloader Vessel and Gearless Vessels (2000) - The client, a State Government undertaking, is entrusted with the task of transporting thermal coal by sea on the East Coast for thermal stations of the State Electricity Board. In order to transport thermal coal, the company planned to charter ships and had invited bids from shipping companies. The company planned to charter two types of ships - self-trimming craned hopper selfloader vessels and self-trimming gearless vessels. IMaCS assisted the client in financial evaluation of bids for chartering of these vessels. IMaCS carried out an analysis of the yearly charter rates from the bids received for different durations. This involved analysis of the yearly charter rates in all the bids including study of the cost structure in transportation of coal, selection of rupee linked or dollar linked charter payment after an analysis of exchange rates, and study of the advantages and disadvantages of the different durations of chartering. IMaCS calculated the present values of the charter payments and advised the selection of the best bid based on cost and other factors. Project development and financial advisory services for promoters of a private port in Western India (1999) - The client was invited to subscribe to equity and debt of a private sector port-cum-shipbreaking project in India. The client desired an independent assessment of the risks involved in the project and the promoter's ability to mitigate these risks. IMaCS identified the risks associated with the project, carried out an on-site assessment of the project's progress, and benchmarked the financial risks and returns with similar projects. IMaCS also studied the promoter's background to understand his ability to mitigate possible risks, and developed a financial model to measure the sensitivity of the returns from the project to the various identified risk factors. Since the promoter's ability to manage some risks without external support appeared suspect, IMaCS recommended that investment in the project be subject to either specific reining contracts materialising, or the promoter demonstrating his ability to contribute additional financial resources. Partly based on IMaCS recommendations, the client undertook an investment in the project after the promoter roped in a financially stronger partner, who also agreed to ensure higher utilisation of the berthing capacity. Select experience - Railways & Urban Transport Project evaluation, financial modelling, bid strategy, risk assessment & mitigation and advice on concession agreement to an infrastructure project developer for a railway project in a country in Southeastern Africa (2003-04) - The Government of the country received financial assistance from the International Development Agency to rehabilitate two separate railway lines as part of a single railway project, through private sector participation on BOT basis. The privatisation programme required setting

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Transport Sector Capability Statement 2013

up of a SPV, with equity contribution from the Government of the country, the state owned incumbent railway operator (CFM) and a private sector operator. The SPV was to receive subordinate debt from IDA at concessional rates, and the concession to operate the identified railway lines after rehabilitating them. The client, a leading turnkey infrastructure construction company, in consortium with a leading technical consultancy firm, wished to bid for forming the SPV, which was to be granted the concession for developing and operating the Beira Rail System. The deciding criterion for the bids was the amount of subordinate fund to be sought from IDA. IMaCS assisted IRCON in carrying out the due diligence and risk assessment of the project. The project feasibility report, concession agreement and other bid documents were reviewed to identify key commercial risks in the project, and queries were raised for the pre-bid meeting. Following the receipt of clarifications/modifications in the bid documents, a comprehensive financial model was developed to analyse the financial viability of the project and estimate the optimum level of IDA funding required. IMaCS carried out sensitivity analyses, by varying certain critical parameters to arrive at the optimum level of IDA funding required. Our client emerged as the winning bidder for this project. Transaction advisory services for a PPP railway project in a country in Southeastern Africa (2007) IMaCS assisted the same consortium (as above) in quoting a suitable tariff to RDMZ (a CVRD company) for coal transport from moatize mines. Since an additional investment to the tune of setting up/augmenting the railway system had to be made, IMaCS assessed the risk profile of the investment as a part of the financial model and tariff setting process. Special Assistance for Project Formation for East-West Corridor of a Metro Project in Eastern India (2007) - The state government of an Eastern Indian had embarked on an Integrated Traffic Improvement Plan for its capital city in 1997, and completed the Metropolis Traffic Improvement Master Plan in 2001. Under these studies, a project to build 18.65 km Mass Rapid Transit System is designed to meet growing traffic and serve to mitigate worsening road traffic/traffic pollution and eventually to lead to balanced regional development and enhancement of the metropolitan atmospheric environmental condition. With these objectives in mind, the state government has an implementation program to build the EastWest Corridor of the city Metro Project. Government of India, in October 2006, had requested Government of Japan to list the project as one of Japans ODA candidate projects (listed on the rolling plan). A large bilateral funding agency mandated a consortium consisting of two Japan based consulting organisations and IMaCS for Special Assistance for Project Formation for East-West Corridor of Metro Project (SAPROF) for the project. IMaCS carried out the financial analysis and organisational development/formulation of regulatory structure for the project. Consultancy Services for Techno-economic Feasibility Study and Bid Process Management for a Mono Rail Project for a major metro city in India (2007-ongoing) - The metro city in question with a present population of about 15 million is growing exponentially. Apart from its intra-city transport demand, the city also attracts a large volume of passenger traffic from other areas due to its historical, political,

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Transport Sector Capability Statement 2013

economic and administrative importance. Considering present and future transport demand, various schemes to augment public transport have been planned or are under implementation. One of the projects is a Mono Rail Project, a Light Rail Transport System for three corridors in the metro. IMaCS in consortium with an Indian technical consultancy firm and two Japanese consultancy firms is undertaking this study, in which IMaCS role is primarily to undertake financial analysis and recommend financing structure, including viability gap funding for three corridors in the city. Financial due diligence and risk assessment of a railway line project in Western India for a Joint Venture company (2006) - IMaCS carried out due diligence and risk assessment for a railway line gauge conversion project which is a critical link connecting two ports in a Western Indian state. The client was a joint venture company set up by a Government owned SPV created to facilitate PPP projects in railways, two port trusts, and the state government. The JV had signed a Concession Agreement with Ministry of Railways (MoR) in 2005, for a 32-year period, which provides it with the right to develop, finance, construct, operate and maintain railway projects. Assistance to a private sector energy utility in preparation of business plan for Container Train and ICD project (2006) - The client, a private sector energy utility was planning to bid for a Ministry of Railways (MoR) initiative to permit rail linking of Inland Container Depot (ICD) by private parties. The utility mandated IMaCS to assist the company in preparation of a Business Plan for its proposed entry into the Container Train Operation on Indian Railways. The scope of work for the assignment was to analyse the key business drivers for the Indian container business segment and assist the client in preparation of a Business Plan and risk mitigation strategy for Container Train Operation on Indian Railways. Detailed Project Report for a Light Rapid Transportation System for three cities in Western and Southern India (2002, 2004, 2005) - The client, a Government of India undertaking, had developed technical know-how and expertise for the construction, operations and maintenance of a unique light rapid transit system (LRTS) to cater to the demanding needs of the urban populace. The LRTS consists of technologies that are proven and exist separately, and its implementation had been conceived through an innovative and novel amalgamation of existing and proven materials and technologies. The client had entered into a MoU with the respective State Governments to set up the light rapid transit systems in the respective three cities in Southern and Western India. The client mandated IMaCS to prepare detailed project report for the projects. IMaCS as part of its scope of work, estimated traffic potential, developed a financial model for the project, carried out a sensitivity analysis on the determinants of project viability, assessed project risks and designed a framework for risk mitigation, and evaluated possible modes of private sector participation. Bankability studies for two railway projects for a wholly owned Government of India SPV set up for project development in Railways through the PPP format (2004-05) - These studies were carried out for a GoI owned Special Purpose Vehicle (SPV) created to undertake project development, mobilisation of

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financial resources and implementation of projects pertaining to strengthening of Golden Quadrilateral and Port Connectivity. The SPV proposes to develop and implement a number of projects under the National Rail Vikas Yojana through Public Private Partnership and private financing. These projects have been identified for removing bottlenecks and augmentation of capacity on the Golden Quadrilateral and its diagonals, port connectivity and development of capacity on corridors leading to the hinterland. Engineering cum traffic survey including technical, marketing and financial study has already been undertaken by the Railways. IMaCS in consortium with two technical consultancy organisations was retained to carry out financial assessment of two railway projects being taken up by the SPV. One of these was a third line railway project for a railway section in Eastern India which is part of one of the busiest trunk routes on Indian Railways network. The other project was a gauge conversion project in for a railway line in Western India. IMaCS scope of work included feasibility study and finalisation of project implementation structure and financial plan, including financial modeling and sensitivity analysis, project structuring & implementation plan and risk assessment & mitigation. Valuation of a Railway Corporation owned by Government of India (2004-05) - The Managing Director of the Corporation had applied for global patents for some innovative technologies as the sole inventor and had assigned all the rights to these patents to the Corporation. The IPs were Anti-Collision Device (ACD) Technology, Raksha Kavach, Auto Driving Device (ADD) and SATDHAM; Sky Bus Metro Urban/Sky Jet, Sky Con and Self Stabilising Track (SST). The Corporation was in the process of commercialisation of these technologies. It had been awarded contracts by the Indian Railways for some of these technologies (e.g. Anti Collision Device on the Indian Railway network) and setting up testing facilities (e.g. Sky Bus Metro in Madgaon) and was in the process of obtaining certification from RDSO (e.g. Self Stabilising Track) for implementation on the Indian Railway network. The Corporation mandated IMaCS to undertake valuation of the company considering significant revenue potential from various IPs. It had prepared a Strategic Business Plan recognising the revenue stream from Royalties flowing from the Intellectual Property of technologies developed and the same had been accepted by Ministry of Railways and included in the documents placed on the table of the Indian Parliament. IMaCS used the Discounted Cash Flow (DCF) valuation method to arrive at a range of values for the Corporation considering the business on a going concern basis. Capital restructuring of a Railway Corporation owned by Government of India (2004) - The Corporation, incorporated in 1990 to build a single track, broad gauge railway line in Karnataka under a BOT agreement. Due to its efficient operations, the Corporation had consistently been generating operating surplus since FY1998. However, in the absence of high cargo traffic, it had been unable to generate sufficient operating profits and cashflows to meet its financing charges and repayment obligations. This had led to the Corporation incurring heavy losses since inception, resulting in erosion of its networth. The Corporation mandated IMaCS to undertake a capital restructuring study of the Corporation. IMaCS analysed the risk profile of the client and was of the opinion that it had a very high financial risk due to high amount of debt levels. The high financial risk combined with the fact that the

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Corporation was not being able to get requisite cargo traffic was affecting its viability. Thus, its cost of capital was higher than its returns generated on capital employed without considering revenues from various Intellectual Properties. In order to reduce financial risk, IMaCS recommended three options to modify the capital structure over a period of two years. Financial due diligence, risk assessment & review of project agreements for a project SPV set up to implement a gauge conversion railway line project to a port in Western India (2002) - The promoters of the port in question and the Ministry of Railways conceived a project to convert the existing metre gauge line connecting the port to the main railway line of the Western Railway to a broad gauge line, and to set up a new broad gauge line to the port. The promoter entered into a Memorandum of Understanding with the Indian Railways to establish a Special Purpose Vehicle (SPV) to implement the conceived project. IMaCS was retained to carry out a due diligence and risk assessment of the project SPV. IMaCS reviewed the detailed project report, shareholders agreement, Memorandum of Understanding for the formation of the SPV, concession and lease agreements and EPC contracts, O&M agreement with Western Railways, and various clearances/approvals; assessed progress of work; and undertook risk assessment and determination of mitigation strategies. Select experience - Airports Financial advisor to an International Corporate Finance firm/Airports Authority of India (AAI) for Renovation and Modernisation of two major metro airports (2003-04) - Government of lndia (GoI) had decided to restructure and modernize two major metro international airports in India through formation of joint ventures between the Airports Authority of lndia (AAI) and private players, to be selected through an international competitive bidding process. AAI appointed a consortium consisting of a leading investment advisory services firm and IMaCS for the proposed transaction as the financial advisor. As part of the engagement, IMaCS along with the consortium partner estimated aeronautical and non-aeronautical sources of revenue for the airports, commented on feasibility of various financing structures that enable privatisation of airports, conducted sensitivity analysis with respect to key variables affecting project viability, and provided inputs on regulatory issues pertaining to the institutional framework for privatisation. Our consortium also anchored the process of appointment of technical adviser and overall supervision of work carried out by the transaction adviser, prepared the bid documents and carried out bid process management leading to selection of private developers. Pre-feasibility study for establishment of a Greenfield international airport near a city in a North Indian state (2005-06) - The state industrial development corporation (client) appointed a consortium of IMaCS alongwith a technical consulting firm to carry out a pre-feasibility study for establishment of a Greenfield international airport in North India. The client had been appointed by the concerned state government as the nodal agency for implementation of this project. The objective of the study was to assess the viability of development of an international airport near the domestic airport of a major city in Northern India. IMaCS key tasks on this project included studying the existing policy and regulatory

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Transport Sector Capability Statement 2013

framework especially with respect to setting up Greenfield airports, studying past traffic scenario at the national and regional level, estimating likely passenger and cargo traffic from the proposed airport, determining the technical/user requirement for the airport and identifying areas to be created to build a sustainable operating revenue model, carrying out risk assessment and suggesting means to minimise risk under limited financial resources, examining technical and financial viability of the project covering revenue estimates including project implementation strategy plan, and developing an appropriate project structure involving PSP and proposing the mechanism to be adopted for establishment of the airport. Techno-economic feasibility study for establishment of a Greenfield airport in North East India (2006) - Airports Authority of India (AAI) mandated a consortium of IMaCS and a technical consulting firm to undertake a feasibility study for establishment of a Greenfield airport in a state in North East India. IMaCS scope of work included undertaking financial analysis of the proposed airport project and financial and economic assessment of the proposed airport alongwith calculation of project IRR. Project development and bid process management for development of cargo complex on BOT basis at a major metro airport (2000-01) - Airports Authority of India (AAI) appointed IMaCS to carry out evaluation of the bids received for the cargo complex at a major metro airport. AAI received varied bids from disparate consortia, which then had to be brought onto a common measuring scale for evaluation and final selection. IMaCS drafted the bid documents, evaluated the technical and financial proposals submitted by the bidders, developed selection criteria/matrix of desired variables for ranking of proposals/bids, and carried out negotiations with the selected developer on behalf of AAI. Select experience - Roads Traffic modelling for various road sections in South India for a large infrastructure developer with interests in power, infrastructure, construction and property development (2007) - IMaCS assisted the developer in assessment of traffic on the proposed road corridors. This involved analysis and review of studies undertaken for the identified route corridors and other relevant secondary data; carrying out baseline traffic surveys, and undertaking traffic assessment for the selected corridors based on inputs from the primary surveys. Pre-tendering advisory services and financial advisory for various road stretches (including several NHAI BOT Toll Road stretches and some state highway stretches) for a large infrastructure developer which is a subsidiary of an international developer (2007) - The scope of work for the study involved review of past studies undertaken for the identified road corridors and other secondary research, traffic assessment of the road corridors, traffic projections, financial modelling, financial analysis and identification of risks.

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Transport Sector Capability Statement 2013

Pre-tendering advisory services and financial advisory for various road stretches in Southern India for a large infrastructure developer with operations in airports, energy, roads and urban infrastructure (2006) - The scope of work for the study involved undertaking financial modelling, financial analysis and identification of risks including traffic risks, for the selected road stretches. In case of some stretches, IMaCS also assisted the client in bidding for NHAIs projects. Pre-tendering advisory services and financial advisory for various road stretches in Southern India for a large infrastructure developer based in South India (2006) - The scope of work for the study involved baseline traffic surveys, traffic assessment and financial modelling, financial analysis and identification of risks for the road stretches. Traffic modelling, financial analysis, cost validation and bid advisory for three road sections for a large infrastructure developer with operations in airports, energy, roads and urban infrastructure (2004-05) - The client (developer) was planning to bid for Ministry of Road Transport & Highways Non-National Highways Development Program (NHDP) road projects on Build, Operate and Transfer (BOT) basis with toll collection. It was planning to make a foray into the area of Toll Roads and was interested in an independent assessment of traffic as well as financial analysis to take an investment decision. The developer mandated IMaCS to undertake traffic modelling and traffic growth estimation for three road stretches in a city in Central India, aost validation to vet the cost of the project, financial modelling and analysis to assess the project viability and likely returns, and strategic bid advisory. The study was undertaken in two phases. The first phase entailed detailed traffic survey on the three road stretches. The second phase involved data analysis, financial analysis and strategic bid advisory. Financial consultancy services for two NHAI road projects in Western India for a large infrastructure developer (2004) - The Ministry of Road Transport and Highways, in an effort to supplement the National Highways Development Programme, launched the Pradhan Mantri Bharat Jodo Pariyojana, to upgrade/improve those highway stretches, which do not get covered under NHDP. A number of such stretches were identified to be developed through Private Sector Participation. In this context, the client planned to bid for two road stretches in a state in Western India on Build, Operate and Transfer (BOT) basis where the concessionnaire was being given the right of toll collection. It mandated IMaCS to carry out an independent assessment of the proposed road project. Project appraisal of a road corridor for a private Infrastructure Developer (2002) - The client (a private sector project developer) had been awarded the contract for developing a 44 km road corridor, acting as a link between NH4 and NH7, in order to divert traffic from entering a large metropolitan city. The project was to be implemented on Build Operate and Transfer (BOT) basis with an estimated cost of Rs. 836 crore. The client had approached a premier financial institution for a term loan to part-finance the project. The client approached IMaCS for undertaking an independent assessment of the project. As part of the assignment, IMaCS carried out review of the detailed project report, financial model and traffic

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Transport Sector Capability Statement 2013

projections. IMaCS appraised the project cost, means of funding, nature of concession agreement and stage-wise construction and completion of the project and also commented on the various risks such as project risk, market risk and management risk and possible means to mitigate these risks.

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Transport Sector Capability Statement 2013

Pre and Post Bid Advisory Services for Roads & Highways undertaken by IMaCS 1. Traffic modelling, Financial Analysis, Cost validation and Bid Advisory for Indore-Khalghat section of NH 3 for GMR Infrastructure Ltd. 2. Traffic modelling, Financial Analysis, Cost validation and Bid Advisory for Nagpur-Talegaon section of NH 7 for GMR Infrastructure Ltd. 3. Traffic modelling, Financial Analysis, Cost validation and Bid Advisory for Talegaon-Kondhali section of NH 7 for GMR Infrastructure Ltd. 4. Consultancy Services for Rajkot Jetpur section of NH 8 B and Rajkot Bypass in Gujarat for a Mumbai based Infrastructure player Gammon Infrastructure Projects Ltd.. 5. Traffic Forecasting for Ambala-Chandigarh (NH 21 & 22) Toll Highway for GMR AmbalaChandigah Tollways Ltd.. 6. Advisory Services for the GMR Tambaram Expressways Ltd. - 93 Km National Highway at Tambaram to Tindivanam from Km 28 to Km 121 on NH-45, Tamil Nadu 7. Advisory Services for Km 94.0 (End of proposed Krishnagiri flyover) to Km 156 (Thumpipadi) and (ii) Improvement, Operation and Maintenance of Km 156 (Thumpipadi) to Km 163.4 (Thopurghat) on NH-7 for a GMR Infrastructure Ltd. 8. Advisory Services for Km 207.050 (Salem) to Km 248.625 (Start of proposed flyover on Namakkal Bypass) and (ii) Improvement, Operation and Maintenance of Km 199.2 (Start of Salem bypass on NH- 7) to Km 207.050 (Salem) on NH-7 for GMR Infrastructure Ltd. 9. Pre-Tendering Advisory Services for Tamil Nadu Thanjavur-Trichy section of NH 67 for GMR Infrastructure Ltd. 10. Traffic modelling and financial analysis for the NHAIs four (4) laning of Pondicherry-Tindivanam NH 66 the State of Tamil Nadu for a Maytas Infra Ltd. and Nagarjuna Construction Company Ltd. 11. Traffic modelling and financial analysis for four (4) laning of Salem Chinna Salem (NH 68) the State of Tamil Nadu for Maytas Infra Ltd. and Nagarjuna Construction Company Ltd. 12. Traffic assessment for Hyderabad Elevated Expressway between Mehdipatnam and Hyderabad International Airport for Hyderabad International Airport Ltd.

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Transport Sector Capability Statement 2013

13. Traffic modelling & Financial Analysis for Six-Laning of Km 108/700 to Km 192/000, Vadodara to Bharuch Section of NH-8 in Gujarat for GMR Infrastructure Ltd. 14. Traffic modelling & Financial Analysis for Six-Laning of Km 198/000 to Km 263/000 of NH-8 in Gujarat for GMR Infrastructure Ltd. 15. Traffic Modelling for Nelamangala-Devihalli & Belur Cross (Devihalli) to Hassan road NH 4 in Karnataka for Lanco Infratech Ltd. 16. Pre-Tender Advisory Services for MPRDCLLebad-Jaora section of SH 31 in Madhya Pradesh for Maytas Infra Ltd. 17. Traffic modelling, Financial analysis & Bid advisory for Four-Laning of NHAIs BOT (Toll/Annuity) road projects on North-West Corridor (NHDP Phase II) NH-7 Advisory Services for AP 4 - Km 80 (Jadchelra) to Km 135.74 (End of Kotakatta Bypass) for Ritwick Projects Ltd. 18. Traffic Assessment for Bangalore-Hoskote-Kolar-Mulbagal section of NH 4 in Karnataka for the Lanco Hoskte Highways Ltd. 19. Traffic Assessment for Nelamangala-Devihalli section of NH 48 in Karnataka for Lanco Hoskte Highways Ltd.. 20. Consultancy services for Design, engineering, construction, development, finance, operation and maintenence for 6 laning of Chennai-Tada stretch of NH 5 for a large Hyderabad based Infrastructure developer. 21. Consultancy services for Design, engineering, construction, development, finance, operation and maintenence for 6 laning of Vijayawada- Chilkaluripet stretch of NH 5 for Maytas Infra Ltd. 22. Design, construction, development, finance, operation and maintenance of eight lane access controlled expressway under Phase IIA Outer Ring Road to Hyderabad City - Project reference ORR/Ph-IIA/BOT/AP1 & AP 2 for Maytas Infra Ltd. 23. Pre-Tender Engineering Services (Traffic Study) for Gurgaon-Jaipur section of NH 8 for Leighton International Ltd. 24. Pre-Tender Engineering Services (Traffic Study) for Khalghat- M.P./Maharashtra border corridor (Km. 87.000 to Km.163.000) of NH 3 for Leighton India Pvt. Ltd. 25. Revalidation of Traffic Study for NHAI BOT Toll Road project Panipat-Jalandhar (NH 1) for Leighton India Pvt. Ltd.

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Transport Sector Capability Statement 2013

26. Traffic assessment study for Panipat-Jalandhar BOT Toll project (NH 1) for Leighton India Pvt. Ltd. 27. Pre-Tender Advisory Services (Traffic Study) for Halol-Godhra-Shamlaji section of SH 5 in Gujarat Leighton India Pvt. Ltd. 28. Pre-Tender Advisory Services (Traffic Study) for Rajkot-Jamnagar-Vadinar section of SH 25 in Gujarat for Leighton India Pvt. Ltd. 29. Development of Traffic and Revenue Forecasts for Hyderabad-Vijayawada section of NH 9 for an Ove Arup and Partners International Ltd., United Kingdom. 30. Development of Traffic and Revenue Forecasts for Maharashtra Border-Dhule (97 Km) and Pimpalgaon-Nasik-Gonde (60 Km) sections of NH 3 for Ove Arup and Partners International Ltd., United Kingdom.. 31. Development of Traffic and Revenue Forecasts for Vijayawada-Eluru-Rajmundry section of NH 5 for Ove Arup and Partners International Ltd., United Kingdom.. 32. Development of Traffic and Revenue Forecasts for Nellore-Chilkaluripet section of NH 5 for Ove Arup and Partners International Ltd., United Kingdom. 33. Traffic modelling & Financial Analysis for 4-Laning of Osmanabad-Latur-Nanded in Maharashtra for KTMS Engineering Pvt. Ltd., a Kalyani Group company. 34. Preparation of Comprehensive Traffic and Transportation Plan (CTTP) for the cities of: I. II. III. IV. Mangalore Mysore Hubli-Dharwad Belgaum

35. Preparation of Comprehensive Mobility Plan (CMP) for Ujjain City. 36. Traffic study for State Highways/MDR packages in Rajasthan for Essar Investments Ltd. 37. Pre-Bid Traffic Survey for following project invited for bidding by NHAI for award on DBFOT basis Four laning of Beawar-Pali-Pindwara section of NH 14 (from Km 0.00 to Km 244+120) in the State Of Rajasthan under NHDP Phase III on DBFOT basis for Welspun Projects Ltd. 38. Traffic assessment & Financial analysis for Hazira Port 2 lane Road Corridor project for Adani Group

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Transport Sector Capability Statement 2013

39. Pre Tender Traffic Studies Six Laning of NH -4 from Walajahpet tp Poonamallee (Km.106.800 to Km.13.800) approx. length 93.000 km) in the state of Tamil Nadu under NHDP Phase V to be executed on DBFOT (Toll) project for Soma Tollways Pvt. Ltd. 40. Pre Tender Traffic Studies Four Laning of Jabalpur Rewa Section on NH 7 from 242.300 to Km 465.500 (including Katni Bypass) in the State of Madhya Pradesh on BOT (Toll) basis on DBFOT under NHDP IV project for Soma Tollways Pvt. Ltd. 41. Pre Tender Traffic Studies for Four Laning of MH-KNT-Border - Sangareddy Section km 348 to Jn 493 of NH-9 (km 348.800 to km 423.800 in the State of Karnataka and km 423.000 to km 493.000 in the State of Andhra Pradesh) under NHDP-IV B to be executed as BOT (Toll) on DBFOT pattern for Soma Tollways Pvt. Ltd. 42. Traffic validation study for Ambala-Chandigarh Highway for GMR Highways 43. Pre Tender Traffis studies Four laning of Amravati-Jalgaon section of NH 6 in the State of Maharashtra on BOT (Toll) basis on DBFOT under NHDP IV project for Soma Tollways Pvt. Ltd.

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ICRA Management Consulting Services Limited

www.imacs.in
IMaCS Corporate Office: Logix Park, 1st Floor, Tower A4 & A5, Sector 16 NOIDA 201301 T: + (91 120) 4515 800 / 809 F: + (91 124) 4515 850 Mumbai Office: Electric Mansion, 4th Floor Appasaheb Marathe Marg Prabhadevi, Mumbai 400025 Phone: + (91 22) 30470047/ 55 Fax: + (91 11) 30470047

Contact:
Mr. M. Harish Kamath Dy. General Manager & Head - Transport Email: harish.kamath@imacs.in Mr.Kinshuk Pal Asst. General Manager Email: kinshuk.pal@imacs.in Mr.Vagesh Nigam Business Development Email: vageesh.nigam@imacs.in