IVR Prime Urban Developers Limited

Presentation to Investors
November 10, 2009

1
Index

Indian Infrastructure Opportunity

The Current Structure

Proposed Restructuring

Scheme Highlights

Annexure

2
IVRCL -Strong presence in high growth Infrastructure sub-segments

Water Infrastructure Power Transmission

Significant growth opportunity in both Transmission capacity to grow from

Public - Water Supply & Sanitation (WSS)
16,550 MW to 37,150 MW by 2012
and Irrigation as well as Private sector
capacity expansion is required to
c. US$ 27bn spend in Urban WSS and evacuate power from surplus regions to
over $48bn in Irrigation (XIIth plan)
the deficit regions
Potential of water infrastructure Government is promoting investment
upgradation likely to be c.Rs. 900bn (US$
through JV with PGCIL using competitive
18.75bn) over the next five years, driven
bidding route
by irrigation infrastructure up gradation
Increasing use of EPC contractors

Transportation Buildings and industrial structures

New government in place is showing Govt. initiatives to boost housing demand

strong signals and focus on Roads through lower interest rates and
segment expected incentives for low cost housing
Rs. 1,056bn (US$ 22bn) investment is expected to create demand for housing
opportunity for private sector projects in the medium term
Success of PPP model; 100% foreign With current capex plans of the
investment and tax exceptions are corporate India, the demand for creation
expected to drive private investments of commercial and industrial structures is
into the sector inevitable

3
 Transportation poised to grow rapidly

Strong sustainable demand for transport infrastructure

backed by fundamentally robust Indian economy
Vehicle traffic growing at 10% CAGR over past 5 years
National highways are key focus areas of the Indian surface
transport ministry to support trade & commerce
National highways are only 2% of the Indian roadway
network yet carry around 2/5th of total Indian road
traffic
Indian Govt has planned an outlay of c. US$54bn by 2012 on
national highways via the National Highway Development
Plan (NHDP)
Supported by a stable, attractive regulatory framework
In the Roads and Bridges space, share of private participation
is estimated to be 36% for the XIth 5-year Plan
With traffic growth projections at about 1215% pa,
these projects prove attractive for private investment
Key Trends in the Roads Segment
With the Government targeting to build at least 20km of
highways per day, the impetus on the growth of the road
sector is expected to continue
Increase in the average size of roads projects being
tendered, placing big players in the sector at an
advantageous position as compared to other smaller
players
with huge investments expected in the Road Sector

Post the recent Central Govt, Elections, there is a With huge investments expected going forward
heightened optimism with a new Minister in charge of
Total Already 4- Under Balance for
Transportation. New ambitious targets of building ~20 Length (Km) Laned (Km) Implementation (Km) award (Km)
kms of roads per day vs 2-4 kms currently have been set GQ 5,846 5,729 117 0
out. NS - EW Ph. I & II 7,300 4,014 2,396 890
NHDP Ph III 12,109 937 2,155 9,017
NHDP Ph IV 20,000 0 0 20,000
NHDP Ph V 6,500 131 903 5,466
NHDP Ph VI 1,000 0 0 0
NHDP Ph VII 700 0 19 0
NHDP Total 53,455 10,811 5,590 35,373

Around 35000 Km of Roadways is to be developed across the various

phases of NHDP

Length Cost Expected private

Programme (km) (Rs bn) finance (Rs bn)
Core Network 800 320
Expressways 800 50 30
Four-laning 5,000 200 100
Two-laning 40,000 300 120
Improvement of existing road network 25,000 100 30
Bypasses, ROBs, bridges, flyovers, others 700 150 40
Non-Core Network - 200 -
North-eastern region 5,500 50 -
Other States 40,000 150 -
Total Investment - 1,000 320

Besides NHDP states like Maharashtra, Madhya Pradesh, and Gujarat,

have successfully implemented the PPP model in roads
~30% of the ~USD 20 bn capex for the state highways in the XIth plan
Progress of NHDP contracts awarded & length completed is proposed to be financed by the private sector
 . thrust on Urban Infrastructure

Public expenditure on Urban Infra, historically, has been (Rs bn)

among the lowest in developing world at 0.6% of GDP
Investment Planned in Urban Infrastructure
Jawaharlal Nehru National Urban Renewal Mission (JNURM) -
over 5 Years
launched in December 2005 for a 7 year period beginning
2005-06 for urban renewal is in a mission mode
Central Government has offered Rs 500 Bn under this mission 700
Will cover 60 cities with million plus population in next 7
years 600

Emphasis's on basic services to Urban India- housing, water 500

supply, sanitation, slum improvement and enhancement of
overall urban infrastructure 400
Projects with potential for order flows in the near term: 300
Delhi Metro extensions, Kolkata Metro extension (project
approved) 200
Project in the Pipeline - Bangalore Metro Phase I (ordering
commenced), Mumbai Metro Phase II, Mumbai Trans-Harbour 100
Link (Sewri-Nhava Sheva)
0
Proposed Projects Pune Metro, Chandigarh Metro Mumbai Bangalore Others
The Surface Transportation Sector (Roads, Railways including
Urban Transportation and Ports) is expected to be the key
beneficiary in the 11th Plan Source: Plan Documents
Water Infra: Water Supply & Sanitation (WSS)

WSS Overview
WSS
Investment in Urban Development/ WSS of c. US$ 27bn in the XI th
Plan
Assessment of the size of the Urban WSS Market is c. US$ 14.6bn Urban WSS Rural WSS Private
upto the XIth plan at a CAGR of c.28% from the Xth plan
For JNNURM projects, funding is split approximately in a 50:50
JNNURM - 63 large
between the center and the state and historically, 70% of funds Role of
Centre cities DWSS is the central
WSS Projects for
released under JNNURM have actually been utilized & UIDSSMT Scheme for governing body for SEZs, Power Plants
Funding projects Steel Plant, Industrial
another ~ 5000
Private Sector, market for WSS in power plants and Industrial Clusters
smaller cities
Segment is expected to be Rs 124 bn (US$ 2.59bn) State/ Desalination Plants in
ULB & Part funded (JNNURM) Cities like Chennai,
Funding State Water Boards
& Self funded Gujarat, etc.

Investment/ Expenditure required to meet Millennium

Special Programs in WSS
Development Goals in Urban WSS

Special Programs

AUWSP JNNURM UIDSSMT

Aimed at extending WSS Flagship program for ULBs Focus on cities not covered
services in Class IV-VI cities Focuses on urban under JNNURM
Funds provided equally by infrastructure improvement Improve infrastructural
Centre & State Govts. with a focus on 63 mission facilities
Sanctioned schemes in 796 cities Enhance PPP in
towns infrastructural development
Commissioned schemes in 298 Planned integrated
cities development of towns and
cities
Source: World Bank Background Paper on WSS (January 2006)

AUWSP Accelerated Urban Water Supply Programme

JNNURM - Jawaharlal Nehru National Urban Renewal Mission
UIDSSMT - Urban Infrastructure Development Scheme for Small and Medium Towns 7
 Irrigation: Core Water Infrastructure growth area

Irrigation Overview
Irrigation

The XIth Plan envisages an investment of c.US$ 48bn in

Irrigation given that Irrigated area comprise only 38% of net
Major & Medium Extn, Renovation
sown area in the country Irrigation Minor Irrigation
&. Modernizing
Flood Control

Macro irrigation (dams and canals) is the dominant form of

irrigation in India Major: CCA* of >10000
hectare
CCA of less than 2000
hectares; Command Area
Development Schemes;
Entails last mile
Medium: CCA of 2000- Extension, Renovation Flood Control
Irrigation in India is a state subject Type of 10000h
Dams, canals and lift
irrigation connectivity
Drip and sprinkler
and Modernization
Schemes
Schemes
projects
schemes irrigation schemes introduced in
Projects are increasingly getting executed under the EPC the flood prone
states
route Dominated by large Mainly dominated by Mainly
Market players e.g. IVRCL smaller players Local Contractors
Structure

Funds Outlays Special Govt. Programs in Irrigation

Special
CAGR: 30% Programs

Rural Accelerated
Infrastructure Irrigation Benefit Bharat Nirman
Development Fund Program

Medium & minor Multi- purpose Targeted creation

irrigation projects with of additional 10
projects, and project cost > Rs. million hectares
Flood protection 500 Crores of irrigation
Source: planning commission consultation report
capacity

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Power transmission provides huge growth opportunity IVRCL has 12,000 tons
of transmission tower manufacturing capacity

Current transmission capacity (16,550MW) Projected capacity 2012 (37,150MW)

11,300
North Northeast North Northeast

West
1,850
East 224% growth planned West
6,500
East

South South

Source: MoP, PGCIL, CEA

Transmission network growth Key incentives from the Government

Demand supply mismatch: requires 275-300 GW of installed

capacity over next 10 years

CAGR: 7.2% Favourable policy framework to boost private investments

Total investment of Rs. 1,400 bn (US$ 29bn) is needed for

capacity addition in generation segment

In distribution segment, the focus is on reduction of AT&C

losses and bring in efficiencies

9
Index

Indian Infrastructure Opportunity

The Current Structure

Proposed Restructuring

Scheme Highlights

Annexure

10
The Current Structure

Present

IVRCL Infrastructures & Projects Ltd.

100% 100% 62.35%

IVRCL Water IVR Strategic Resources IVR Prime Urban

Infra-structures Ltd. & Services Ltd. Developers Ltd.

100%
SalemTollways
Salem Tollways Ltd.
Ltd.
75%
ChennaiDesal
Chennai Desal

100% Kumarapalayan Tollways

Kumarapalayan Tollways
Ltd.
Ltd.
95%
FirstSTP
First STP
100% Jalandhar &&Amritsar
Amritsar
Jalandhar
Tollways Ltd.
Tollways Ltd.
37.5%
Tankage
Tankage
75%
Paltan-
Paltan-
100% Baramati
Baramati

Alkor Petro
Alkor Petro
51%
Panvel-Sion
Panvel-Sion

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IVR Prime Urban Developers Limited

Business Description Shareholding Pattern

IVR Prime Urban Developers is a real estate

Others
company and covers all segments of real estate Retail 4%
development including housing, commercial, retail FIIs 11%
8%
Other IVRCL
Company is undertaking projects in Hyderabad, promoters 62%
Bangalore, Chennai, Vishakhapatnam, Pune, Noida 15%
and Nagpur

Land Reserves Key Financials

State / City Area in Acres Rs. Mns. 04-05 05-06 06-07 07-08 08-09

Tamilnadu 1,541 Sales 218.5 1,364.3 1,478.3 6,143.3 810.7

Growth % 524.4% 8.4% 315.6% (86.8%)
Karnataka 266
EBITDA 12.2 136.1 375.7 2,509.3 200.9
Noida 101
margin% 5.6% 10.0% 25.4% 40.8% 24.8%
Hyderbad 60 PBT 12.1 135.9 314.8 2,418.7 133.8
Maharashtra 1,205 margin% 5.5% 10.0% 21.3% 39.4% 16.5%
Visakhapatnam 220 Net Profit 6.9 117.8 206.8 1,757.9 85.9
Total 3,393 margin% 3.2% 8.6% 14.0% 28.6% 10.6%
Networth 290.3 507.3 814.1 9,750.7 9,836.5

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Index

Indian Infrastructure Opportunity

The Current Structure

Proposed Restructuring

Scheme Highlights

Annexure

13
Rationale for Re-Structuring

IVRCL - Strong competitive advantage due to expertise in EPC and BOT across
Integrated Infrastructure space viz. Roads, Water and Irrigation, Tankages etc.
Business Model IVR Prime - Will offer relatively smoother revenue streams compared to the lumpy
revenue streams from the real estate business

IVR Prime - Will be the focused asset play of the Group with Real Estate and
Diversified and Infrastructure Assets
large entity Will act as the holding company for other emerging areas viz. Parking lots,
Industrial parks, O&M contracts, tolling contracts etc.

De-leveraging Better Debt/Equity ratios in the restructured entity

exercise Creates platform that enhances financial flexibility to pursue next stage of Growth

Merged entity will have stronger pre-qualification credentials which enables it for
Higher Networth
bid for larger projects

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The Proposed restructuring

Proposed Structure

IVRCL Infrastructures & Projects Ltd.

IVR Prime Urban Developers Ltd.

100%
Salem Tollways
Salem Tollways Ltd.
Ltd.
75%
Chennai Desal
Chennai Desal
100% Kumarapalayan Tollways
Tollways
Kumarapalayan
Ltd.
Ltd.
95%
FirstSTP
First STP
100%
Jalandhar &&Amritsar
Jalandhar Amritsar
Tollways Ltd.
Tollways Ltd.
37.5%
Tankage
Tankage
75%
Paltan-
Paltan-
100% Baramati
Baramati

Alkor Petro
Alkor Petro
51%
Panvel-Sion
Panvel-Sion

15
Valuation and Swap Ratio
Valuers
SSPA & Co. , Chartered Accountants
Fairness Opinion
ENAM Securities Private Limited
Factors considered :
Differential asset base
Net Asset Value
Maintainable Profitability
Multiples including that of comparables
Market price
Share swap ratio
As per the scheme, the shareholders of SRSL and WIL i.e. IVRCL Infrastructures & Projects Ltd.
will receive 59,463,572 fully paid-up Equity shares of Rs. 10 each in IVR Prime Urban
Developers Ltd.

16
IVR Prime - Share Holding Pattern

Pre - Merger Post Merger

17
Balance sheet*

Transaction overview*

Book Value of assets transferred on amalgamation Rs. 150cr

Fair Value of assets transferred on amalgamation Rs. 300cr

Assets would be recorded at fair value on amalgamation

Equity shares issued as consideration for amalgamation (10cr equity shares of Rs. 10 each) Rs. 100cr

Balance Sheet* (post amalgamation)

Particulars Rupees in crore

Equity share capital 100
Capital reserve (balancing amount) 200
Total 300
Fair value of assets taken over on amalgamation 300
Total 300

* For illustrative purposes only

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Index

Indian Infrastructure Opportunity

The Current Structure

Proposed Restructuring

Scheme Highlights

Annexure

19
Scheme Highlights

Amalgamation of IVR Water and IVR Strategic, with all its Assets and Liabilities, into
IVR Prime
Upon effectiveness of the Scheme, IVR Water and IVR Strategic to stand dissolved
without winding up

Appointed Date for Amalgamation is April 1, 2009

Anticipated timelines Q1 FY 2011

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Key Advisors

Transaction Advisors
Enam Securities Private Limited
IDFC-SSKI Limited

Fairness Opinion to IVR Prime

Enam Securities Private Limited

Legal Advisor
V.S. Raju and Co.

Report On Share Entitlement Ratio

SSPA & Co, Chartered Accountants Mumbai

Tax Advisors
Ernst & Yong

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Index

Indian Infrastructure Opportunity

The Current Structure

Proposed Restructuring

Scheme Highlights

Annexure

22
IVR Water Infra structures - Water BOTs

First STP CWDL

Capacity 24 MLD Sewage Treatment plant 100 MLD potable water

CA signing date Mar 2000 September 2005

Concession Period ( Revenue
14 years 25 years
stream)
COD Under operation October 2009
Project Cost (Rs Crs) Equity - 3.00 Equity - 175.98
Total - 3.00 Senior Debt - 395.10
Total - 571.0

Revenue Stream Treated water supply Desalinated Water supply

Pricing Based on Flow of treated water Monthly invoicing of Levelised water tariff

Economic Interest 95% 75%

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 IVR Strategic Resources - Road BOTs
JATL KTL STL Baramati to Phaltan
Length 49.00 km 48.51 km 53.53 km 77.90 Km

CA signing date November 2005 January 2006 January 2006 Expected in Nov 09

Concession Period 20 yrs 20 yrs 20 yrs 25 Years

COD December 2009 Operational December 2009 Sept 2012

Equity - 101.1 Equity - 80.10 Equity - 128.0 Equity - 69.000
Senior Debt - 240.00 Senior Debt - 319.00 Senior Debt - 223.00 Senior Debt - 185.30
NHAI Grant - 39.45 Sub Debt - 20.00 Sub Debt - 70.00 MSRDC Grant - 122.00
NHAI Grant - 17.50 NHAI Grant - 129.00
Project Cost (Rs Crs)
Total - 550.00
Total - 380.60 Total - 436.60 Total - 376.40

Revenue Stream Toll Toll Toll Toll

Toll Indexation WPI WPI WPI WPI

Operational since Financial Closure under
Project Status Estimated COD in Dec 09 Estimated COD in Dec 09
September progress

Economic Interest 100% 100% 100% 75%

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24
IVR Strategic Resources - L1 Projects

Sion - Panvel Tankage

Length 25 km 10 Lane 12 tanks

CA signing date LOI awaited LOI awaited

Concession Period 18.9 yrs 15yrs

Project Cost (Rs Crs) Equity - 435.00 Equity - 216.70

Senior Debt - 1015.1 Sub Debt - 288.90
State Grant - 390.00 Senior Debt - 2239.20
Total - 1840.2 Total - 2744.90

Revenue Stream Toll Annuity of Rs.35cr per month

Toll Indexation WPI WPI

Economic Interest 51% 37.5%

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