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zJaypee Infratech Limited - Yamuna Expressway

Proposal for Debt Financing 3rt0z

Financial Advisor & Arranger:ICICI Bank Ltd. 3

SBI Capital Markets Ltd. 0Axis Bank Ltd. 0

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July, 2009

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Jaypee lnfratech Limited Private & ConfidentialAppraisal Memorandum

IMPORTANT NOTICE

This Project Information Memorandum (PIM) contains proprietary and confidentialinformation regarding Jaypee Infratech Limited (JIL). The PIM has been prepared by ICICIBank Limited (ICICI), Axis Bank Limited (AXIS) & SBI Capital Markets Limited (SBICAP)based on the information provided by JIL and the published information available.

The financial projections in the PIM have been prepared for the limited purpose ofcirculation among the potential lenders based on the information made available by JIL.The financial projections represent, to the best of knowledge and judgment, JIL'sexpected financial position, results of operations and cash flow situation for the projectionperiod. These projections are subject to changes in economic conditions, legislation andother Force-Majeure circumstances. There will usually be differences between projectedand actual results because events and circumstances do not occur as expected, andthose differences may be material. Under the circumstances, no assurance can beprovided that the assumptions or data, upon which these projections have been based,are accurate or whether these business-plan projections will actually materialize.

Neither ICICI, AXIS, SBICAP nor any of the directors, employees or advisors make anyexpressed or implied representation or warranty and no responsibility or liability isaccepted by any of them with respect to the estimates or forecasts set forth in this PIM orthe underlying assumptions on which they are based or any credit decision taken on thebasis of this PIM. Nothing contained herein is, or shall be relied upon as a promise orrepresentation regarding the historic or current position or performance of the Companyor any future events or performance of the Company. This PIM is divided into chapters &sub-sections only for the purpose of reading convenience. Any partial reading of this PIMmay lead to inferences, which may be at divergence with the conclusions and opinionsbased on the entirety of this PIM.

This PIM is furnished on strictly confidential basis and is for the sole use of the person /company to whom it is addressed. Neither this PIM, nor the information contained herein,should be reproduced or passed to any person or used for any other purpose other thanstated above.

Jaypee Infratech Limited Private & ConfidentialAppraisal Memorandum

TABLE OF CONTENTS

INTRODUCTION 81.1 Company Background 81.2 Present Proposal 81.3 Sponsor Overview 91.4 Traffic Analysis 101.5 Project Cost and Funding Structure 101.6 Brief Terms and Conditions of Debt Facility 11

PROJECT SPONSOR 142.1 Brief Background 142.2 Business Strategy 152.3 Engineering and Construction 162.4 Manufacture and marketing of cement 202.5 Real Estate development 222.6 Hospitality 222.7 Capital Structure & Share Holding Pattern 232.8 Board of Directors 242.9 Debt Profile 242.10 Key Financials 252.11 Other Group Companies 272.11.1 Power Generation and Transmission 272.11.2 Expressways and Highways 282.11.3 Hospitality & Sports 29

PROJECT DETAILS 313.1 Project Company Particulars 313.2 Organization & Management of JIL 323.2.1 Capital Structure 323.2.2 Board of Directors 323.2.3 Organization Structure & Key Executives 333.3 Description of the Project 343.4 Brief on Yamuna Expressway Industrial Development Authority 353.5 Yamuna Expressway 363.5.1 Location of the Yamuna Expressway 363.5.2 Land requirement 383.5.3 Characteristics of the area 383.5.4 Expressway Alignment 393.5.5 Details around the proposed alignment 413.5.6 Project scope 413.5.6.1 Pre-construction activities 413.5.6.2 Scope of Construction Work 423.6 Real Estate Development 48

CONTRACTUAL DOCUMENTS 494.1 Concession Agreement 494.2 Yamuna Expressway Lease Agreement 564.3 Lease Agreement of Developable Land 565. EXPRESSWAY EXECUTION STRATEGY 585.1 Contractual Structure for Project Implementation 585.2 Works Contract 585.3 Execution Strategy 615.4 Impact on Environment 635.5 Permits and Approvals 635.6 Project Insurance 64

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5.6.1 Construction Phase Insurance 645.6.2 Operations Phase Insurance 655.7 Implementation Schedule & Current Status 655.8 Operation and Maintenance (O&M) Arrangements 66

TRAFFIC STUDY 686.1 Background 686.2 Scope of Services 686.3 Traffic Studies and Analysis 696.3.1 Traffic Surveys 696.3.2 Road Network Characteristics 706.3.3 Average Daily Traffic 706.3.4 Origin-Destination Survey 716.4 Traffic Growth Rate Estimation 726.5 Expressway Traffic Estimation 74

REAL ESTATE DEVELOPMENT 767.1 Background 767.2 Objective & Methodology 767.3 Scope of Report 767.3.1 Real Estate Overview of the city, incorporating 767.3.2 Residential/Commercial/Retail market dynamics 767.3.3 Location Analysis 777.3.4 Assessment of Development Scenarios 777.4 Analysis of Macroeconomic Environment 777.4.1 Current Global Economic Downturn 777.4.2 Indian Economy 777.4.3 Real Estate Overview 787.4.4 Uttar Pradesh - Overview & Opportunities 797.5 Analysis of Microeconomic Environment 797.5.1 Yamuna Expressway 797.5.2 Special Development Zones 807.5.3 Jaypee Greens Development 817.6 Location Analysis 827.6.1 SWOT Analysis 827.6.1.1 Noida 827.6.1.2 Agra 837.6.1.3 Dankaur/ Jaganpur 837.6.1.4 Mirzapur Village 847.6.1.5 Tappal 847.7 Development Scenario 847.7.1 Township Development - Economic Drivers 857.7.2 Development Scenarios 86

PROJECT COST & MEANS OF FINANCE 888.1 Project Cost 888.2 Means of Finance 89

PROJECTED FINANCIAL INDICATORS 909.1 Key Financials 909.2 Sensitivity 90

RISK FACTORS & MITIGANTS 91CONCLUSION 95


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ANNEXURE I - DETAILED TERMS & CONDITIONS 96ANNEXURE II - DEBT PROFILE OF JAL 105ANNEXURE III -DETAILED FINANCIALS OF JAL 109ANNEXURE IV - BRIEF PROFILE OF THE BOARD OF DIRECTORS OF JIL 111ANNEXURE V - ORGANISATION CHART 114ANNEXURE VI - PROPOSED ORGANOGRAM OF PMC 115ANNEXURE VII - PROPOSED ORGANOGRAM OF MONITORING YEAM OF JAL 116ANNEXURE VIII - BRIEF PROFILE OF CONSULTANTS 117ANNEXURE IX - ASSUMPTIONS USED FOR PROJECTING FINANCIALS OF JIL 119ANNEXURE X - DETAILED PROJECTED FINANCIALS OF JIL 122


ABBREVIATIONS

ADT Average Daily Traffic

BOO Built Own Operate

BOT Build Operate Transfer

CA Concession Agreement CAGR Compounded Annual Growth Rate CAR Contractor's All Risk

CMA Cement Manufacturers Association

COD Commercial Operations Date

DC Design Consultant DPR Detailed Project Report DSCR Debt Service Coverage Ratio DSRA Debt Service Reserve Account

ECB External Commercial Borrowing FAR Floor Area Ratio

FC Financial Closure FM Force Majeure

GACL Gujarat Anjan Cement Ltd

GoD Government of Delhi

Gol Government of India

GoUP Government of Uttar Pradesh

HEL Himalayan Expressway Ltd

IPP Independent Power Producer IRC Indian Roads Congress IRR Internal Rate of Return JAL Jaiprakash Associates Ltd JIL Jaypee Infratech Ltd

JIIL Jaiprakash Industries Ltd

JRCL Jaypee Rewa Cements Ltd

JCL Jaypee Cements Ltd JVPL Jaypee Ventures Private Ltd Km Kilometer LD Liquidated Damages LE Lenders' Engineer

LoA Letter of Acceptance MDR Major District Road NCD Non Convertible Debentures N-GN Noida Greater Noida O&M Operations and Maintenance OD Origin-Destination PAT Profit after tax PBDIT Profit before depreciation interest taxPBT Profit before tax PMT Project Management Team RTL Rupee Term Loan ROW Right of Way

SEZ Special Economic Zone SH State HighwaySPV Special Purpose Vehicle

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TEZ

Taj Economic Zone

TRA

Trust and Retention Account

YEA

Yamuna Expressway Industrial Development Authority

WPI

Wholesale Price Index

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1. INTRODUCTION1.1 Company Background

Jaypee Infratech Limited ("JIL"/"the Company"/"Concessionaire") is a Special PurposeVehicle (SPV) promoted by Jaiprakash Associates Ltd., the flagship company of Jaypeegroup to construct the 6-lane access controlled expressway (extendable upto 8-lane) fromNoida to Agra in the state of Uttar Pradesh ("Yamuna Expressway"/"Expressway"). YamunpExpressway Industrial Development Authority (YEA), the nodal agency set up by Governmentof UP to plan and construct the proposed expressway connecting the city of Agra withNoida, has also granted the Concessionaire the rights to develop 25 million sq. metres of landalong the proposed Expressway for commercial, amusement, industrial, institutional andresidential development.

#1fil.YEA followed international : jtive bidding process for the selection of Concessionairefor the expressway project. on the lowest concession period of 36 years from the dateof COD quoted by Jaypee Group, the project was awarded to them in January 2003. As perthe Concession Agreement (CA) executed in February 2003, the Concessionaire shalldevelop and build the Expressway in a period of 7 years and maintain, collect toll on thesame for a period of 36 years from COD.

The Concessionaire could not commence the construction of the Expressway immediatelyfollowing award of the project because of the delay in land acquisition. YEA subsequentlystarted transferring land to the Company in 2006 and the Company commenced theconstruction of the Expressway from January 2008.

1.2 Present Proposal

The project envisages construction of access controlled 6-lane (extendable upto 8 lane)concrete pavement Expressway connecting the city of Agra and Noida. The Expressway is avirgin alignment and is proposed to take off on the existing Noida-Greater Noida Expresswaynear the PGA standard Jaypee Greens Golf Course. Thereafter, it passes by the side ofGautam Budh University at Kasna, proposed Taj Economic Zone and Taj International HubAirport, Aligarh-Khair-Palwal road near Tappal, Hathras-Raya-Mathura road near Raya,Mathura-Sadabad road and ends near NH2 at Etmadpur village which is about 165.537 Kmfrom the zero point. It may be noted that as per the CA, the length of the Expressway isenvisaged to be 160 km. However, as per the DPR accepted by the YEA, the length of theexpressway is envisaged to be 165.537 Km based upon the actual alignment.YEA has already handed over all the land (3991 acres) required for the construction of theexpressway and approx 41 acres out of 753 acres for the interchanges/structures to thecompany. YEA is in the process of acquiring the remaining land required for theinterchanges. The cost estimated for the acquisition of remaining land has also beenincorporated in the project cost. Company has already paid Rs. 831 crores out of Rs. 900crores required to be paid to YEA for the above land.

In addition, the CA also provides that YEA shall grant the Concessionaire rights fordevelopment of 2500 hectares (6175 acres) of land at five different locations along theYamuna Expressway to generate the non-toll revenue in the form of real estatedevelopment. As per the CA, the said land shall be made available by YEA to theConcessionaire at the actual acquisition cost. The sites for the land for development, itslocation and status of transfer are as under:

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Jaypee Infratech Limited

Private & ConfidentialAppraisal Memorandum

Location

1235 acres in Noida at about 6 Km on the existing

Expressway from Noida to Greater Noida

Status of Transfer

1150 acres already transferred to JIL. Thetransfer of the remaining 85 acres is inprogress.

1235 acres in Dankaur at about 8 to 11 Kmproposed Yamuna Expressway

1235 acres between Dankaur and proposed TajEconomic Zone (TEZ), at about 15 to 18 Km ofproposed Yamuna Expressway.

1235 acres on both sides between proposed TajInternational Airport Hub and Tappal, at about 42to 46 Km of proposed Yamuna Expressway.

Yet to be transferred. For 300 acres of land,Section 6 has been promulgated. For theremaining 935 acres of land, Section 4 hasbeen promulgated Yet to be transferred. Section 4 of the LandAcquisition Act has been promulgated

Yet to be transferred. Section 4 of the LandAcquisition Act has been promulgated

1235 acres on both sides of proposed YamunaExpressway, at about 158 to 165 Km of proposedYamuna Expressway.

Yet to be transferred. Section 4 of the LandAcquisition Act has been promulgated

Some of the key provisions of the CA are -Concession period of 36 years from COD.Construction period of seven years from the date of execution of CA or to be anysuch date as may be permitted by YEA. The construction of the project could not startbecause of the delay in transfer of land to the Company by YEA, Company hasapproached YEA for extension of construction period and subsequently received thesaid extension upto April 2013.JIL shall be paying YEA a nominal Lease Rental of Rs. 100 per hectare per year of totalland every year during the concession period.Right of way shall be made available to JIL by YEA free from all encumbrances.Provision of mortgage of land for expressway, including land for interchanges, andreal estate development to banks/financial institutions.Termination payments under different events of default and Force Majeure events.Grants leave and license to the Concessionaire to use 23.80 km existing expresswaybetween Noida-Greater Noida, already constructed and opened for general publicby GOUP, during the Concession period in lieu of the capital cost for the said stretchbeing treated as an unsecured loan to the Concessionaire to be repaid in 15 equalinstallments from the 11 th year of the Concession.

The business model of the company is based on earning revenues from traffic on theExpressway and development of land, as an integral part of the Expressway project asper the Concession Agreement. To assess each revenue stream, JIL has appointedindividual consultants. The Company has appointed M/s Design Aid in association withM/s TPA Engineering Consultancy (I) Pvt. Ltd. as the Traffic Consultant. It has appointedM/s Cushman & Wakefield as the consultant for real estate development of the project.

1.3 Sponsor Overview

Jaiprakash Associates Limited (JAL)Jaiprakash Associates Limited is a part of Jaypee group, which had a turnover in excessof USD $ 1 bn in FY 2009. It holds 98.86% shareholding in JIL.

Jaiprakash Associates Limited, promoted by Shri Jaiprakash Gaur and his associates, is theflagship company of Jaypee Group (the Group). The Group is a diversified industrialgroup with significant interests in the areas of civil engineering & construction, cementmanufacturing, power, real estate & expressways, hospitality & golf courses and

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education. The group has net assets in excess of Rs. 20,000 crore and net worth to thetune of Rs. 6,000 crore.

1.4 Traffic Analysis

Design Aid was appointed as Traffic Consultant for conducting the traffic survey. Theirscope covered conducting traffic study to establish the tollable traffic volumes by vehicletype and toll category along the project corridor and also forecast the same for horizonyears. Being a virgin alignment the consultant had to estimate the traffic, which could bediverted from the existing national highway and development traffic generated fromvarious residential, commercial and industrial developments all along the alignment ofthe Yamuna Expressway.

Based on the traffic and travel characteristics, gathered through primary surveys as wellas secondary data, the road network characteristics (existing as well as future planned)and the future infrastructure developments in the project influence area, the traffic that islikely to use the proposed expressway is composed of two elements:

Divertible Traffic: Traffic expected to divert from other alternative routes to theYamuna expressway. Analysis of OD data reveals that there are two clear categoriesof traffic those have potential to divert on to the proposed expressway. These areInter NH movements and Traffic between NH and adjoining areas of Delhi.Development/New Generated Traffic: Traffic expected to be generated on theYamuna expressway because of new developmental activities along the corridor andin the Project Influence Area.

The passenger traffic (Car/Jeep/Taxi) on the Project Road is expected to be about 63% ofthe total vehicular traffic (tollable and non-tollable combined). Amongst the freightvehicles, 3-axle and multi-axle trucks are the dominant vehicle type.

The Project road 165.537 km long traverses through the districts of Gautam Budh Nagar,Ghaziabad, Bulandshahr, Aligarh, Hathras, Mathura and Agra in the state of UttarPradesh. Noida region has witnessed significant pace of growth in the past few years andthe development is spreading to regions like Greater Noida and Dhankaur on theExpressway. Noida and Greater Noida have become home to world-class companies inindustries like automobiles, auto-components, outsourcing, consulting, IT and retail. Manydevelopment schemes like factories, SEZs, residential townships and industrial complexesare being planned and announced in the catchment areas of the Expressway. All theselocal growth factors are expected to push the traffic growth on the project Expressway tosignificant levels.

1.5 Project Cost and Funding Structure

The total cost of completion of the project is estimated at Rs. 9739.29 crore. The same isproposed to be funded through a Debt: Equity mix of 1.60. The total equity contributionfor the project is proposed at Rs. 3739.29 crore, which includes Rs. 1489.29 crore of realestate surplus during construction period.

Out of the total debt requirement of Rs. 6000 crore, JIL has already tied up Rs. 3000 crorefrom ICICI Bank and has approached ICICI Bank, Axis Bank and SBICAP for raising thebalance senior debt requirement aggregating Rs. 3000 crore by way of rupee termsloans. The Average Debt Service Coverage Ratio (DSCR) is projected at 2.38.

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Private 8 ConfidentialAppraisal Memorandum

1.6 Brief Terms and Conditions of Debt Facility

The following provides the brief indicative terms and conditions of the facility to besyndicated. The detailed terms and conditions is provided in Annexure I

Project The Project involves Design, Engineering, Finance, Construction, Operation andMaintenance of 165 Km long 6-lane Expressway along with the associated structuresbetween Noida and Agra on BOT basis in the state of UP (Yamuna ExpresswayProject (YEP)) and acquisition of around 6175 acres of land at Noida, Tappal,Mirzapur, Dankaur and Agra for Real Estate Development.

ProjectSponsors

Jaiprakash Associates Ltd. (JAL)

Borrower Jaypee lnfratech Ltd ("JIL" or "Borrower")Shareholding

structureJAL - 98.86%Others - 1.14%

ScheduledCOD of YEP

April 1, 2011

Project Cost &

FacilityThe total expenditure for the Project is estimated to be approx. Rs. 9739.29("Total Project Cost") as under:

crore

debtthe

Description Amount (Rs. in crs.)Cost of land for Expressway 900.00Cost of land for Development 1719.00Cost of construction of Expressway 5300.00Preliminary & Preoperative Expenses 240.00Contingencies 230.00Interest During Construction 1350.29Total Project Cost 9739.29

The RTL facility is Rs. 3000.0 crore, in addition to Rs. 3000 crore of termsanctioned by ICICI Bank. The RTL facility shall be used for part financingaforesaid Total Project Cost.

Debt Facilitiesand Sizes

Rs. 3000 crore

Senior Lenders ICICI Bank and other banks/ financial institutions participating in the RTL facility

9. EquityCommitment &

ShareholderUndertakings

The total equity requirement ("Equity") of Rs. 3739.29 crore for the Project will becontributed in JIL by way of:

Promoter's Equity Rs. 1500.00 crore

IPO/ Sponsor Support Rs. 750.00 crore

Internal Accruals Rs. 1489.29 crore(from Real Estate Development)

JAL agrees to provide a Sponsor's Undertaking to contribute any shortfall in theEquity component, proposed to be infused through IPO and Internal Accruals, fromtheir own sources.In the event the promoter contribution for the Project is brought in the form otherthan equity/internal accruals, then the repayment/ redemption of such amountshall be subordinated to servicing of term debt from Lenders and the Borrower willfurnish an undertaking in this regard.

10. Upfront Fee The Borrower shall pay a one time up-front fee at the rate of 0.25% of theAggregate Facility Amount, plus applicable service tax thereon, on the date of

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execution (Execution Date) of Facility Documents.

Interest Rate The Borrower shall, until the Loans are fully paid off, pay to the Senior Lenders:

- Floating interest rate linked to respective bank's PLR, with an effective rate of12.50% p.a. on the date of documentation, payable monthly with interest spreadreset option every 12 months.

The first such interest spread reset will take place on the expiry of 12 months fromthe date of first disbursement.

The interest as above, shall be payable by the Borrower in arrears on the 1 s, of eachmonth (each an Interest Payment Date). Such interest shall become payable fromthe first Interest Payment Date falling after the date of first disbursement.

The Borrower shall pay interest tax / other levies / duties, if any, applicable over andabove the rates mentioned above.

Moratorium Loan Tenor: Door-to-door tenor of 15 Years starting from September 2009 (Q2 ofand FY 2010) and including the balance construction period of 21 months and endingRepayment on the last repayment date (Jun 30, 2024).

The Borrower shall repay the Loan in 53 quarterly instalments, starting from Ql FY2012 (Apr-Jun 2011) and ending in Q1 FY 2025 (Apr-Jun 2024).

13. Security The Security will be created in favour of the Security Trustee/ Agent, for the benefit ofStipulations "Senior Lenders". The Term Debt Facility (together with all interest, liquidated

damages, fees, remuneration payable to either the Security Trustee), costs, charges,expenses and other monies and all other amounts stipulated and payable to theLenders shall be secured by

I. Charges / Mortgages / Pledge

A first charge by way of Registered Mortgage on:

Land acquired for constructing the Yamuna Expressway; and

Land admeasuring approx. 889 acres (439 acres at Noida and 150 acres eachat Tappal, Mirzapur & Dankaur) acquired for Real Estate Development.

A first charge / assignment:by way of hypothecation of all movable fixed assets, both present and futureof the Yamuna Expressway Project;of all the receivables/ revenues of the Yamuna Expressway Project ;on all intangible assets, including, but not limited to the goodwill, undertakingand uncalled capital of the Yamuna Expressway Project;on the Trust & Retention Account (TRA) and the Debt Service Reserve Accountof the Yamuna Expressway Project.

Pledge of 51% shares of the total issued share capital of the Borrower (incompliance with Sec 19 (2) of Banking Regulation Act);

Personal Guarantee of Shri Manoj Gam

A first charge by way of assignment or creation of Security Interest onall the right, title, interest, benefits, claims and demands whatsoever of theBorrower under the Concession Agreement and the Yamuna ExpresswayProject Documents.all the rights, title, interest, benefits, of the Borrower for Yamuna ExpresswayProject in licenses, permits, approvals, consents.

iii. all the right, title, interest, benefits, claims and demands whatsoever in theinsurance contracts/policies/insurance proceeds, procured by the Borroweror procured by any of its contractors favouring the Borrower for the YamunaExpressway Project.


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iv. all the right, title, interest, benefits, claims and demands whatsoever in anyguarantees, liquidated damages, letter of credit or performance bond thatmay be provided by any counter-party under any Project Contract in favourof the Borrower for Yamuna Expressway Project.

II. Reserve Accounts

Debt Service Reserve (DSR): From the COD, the Borrower shall maintain in theDebt Service Reserve Account ("DSRA") an amount equivalent to the next 3months of principal and interest ("DSRA Amount").

The intial DSRA Amount shall be maintained in fund based manner and anyincremental DSRA Amount may be maintained either in fund based or by way ofBG.

III. Guarantees & Undertakings

JAL shall furnish an undertaking to cover the shortfall in the repayment of Loan inthe event of termination of the Concession Agreement or occurrence of anyForce Majeure Event during the concession period.

JAL shall furnish an undertaking for the timely servicing of the Loan in the event ofany shortfall during the currency of the Loan.

JAL shall furnish a shortfall undertaking (to bring in additional funds in a form &manner satisfactory to the Senior RTL Lenders) for cases of any cost overrun and/or gap in means of financing, if any.

JAL shall undertake and ensure infusion of fund in a form & manner acceptableto the lenders at the end of each financial year if the DSCR for the facility for thepreceding 12 month period is less than 1.10 to restore it to 1.10.

JAL shall undertake and ensure infusion of fund in a form & manner acceptableto the lenders in case of shortfall in the cash flows required to be routed by theBorrower through TRA, equivalent to minimum of 1.5 times of the debt servicingobligations of the next three months, in addition to the cash flow required for theoperations, maintenance and other expenditure, if any in the normal course ofbusiness, during the currency of the loan in operation period.

JAL shall furnish an undertaking to retain management control of the Borrowerand retain a minimum of 51% shareholding in JIL during the tenure of the Facility.

The aforesaid security shall be shared on pari-passu basis between the lenders underthe proposed Facility and existing term debt of Rs. 3000 crore from ICICI Bank.

The security shall be created within 180 days from the date of the execution of facilitydocuments. In the event of non-creation of the security within the said period, penalinterest at the rate of 1.0% p.a. on the disbursed amount shall be charged, from thedate of first disbursement till the date of creation of security.Land parcels of 150 acres each at Tappal, Mirzapur & Dankaur; forming the part ofsecurity, are yet to be acquired. Security in respect of this will be created within 90days of acquisition/CLU. Otherwise, penal interest as mentioned above will beapplicable on the outstanding loan for the period beyond 90 days from acquisition,for which security is not created.

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2. PROJECT SPONSOR2.1 Brief BackgroundJaiprakash Associates Limited (JAL), the Project Sponsor, promoted by Shri JaiprakashGaur and his associates, is the flagship company of Jaypee Group. The Group is adiversified industrial group with significant interests in the areas of civil engineering &construction, cement manufacturing, power, real estate, expressways, hospitality & golfcourses and education. JAL was formed through the amalgamation of JaiprakashIndustries Limited (JIL) into its then subsidiary Jaypee Cement Limited (JCL) with effectform 1 St April 2002. JCL was renamed Jaiprakash Associates Limited with effect from 1 1 th

March 2004.

JAL is the operating entity for significant part of the cement business, E&C, and part ofreal estate business while it is the holding company for Jaiprakash Hydro-Power Limited,Jaiprakash Power Ventures Limited, Jaypee Karcham Hydro Corporation Limited, itssubsidiaries for the BOO hydro-power projects. Jaypee Hotels Ltd. is the subsidiary for thehospitality business; Jaypee Cement Ltd. is the subsidiary for one of its cement expansionsat Gujarat and Andhra Pradesh; Himalayan Expressway Ltd. is the subsidiary for Zirakhpur-Parwanoo Expressway Project and Jaypee Ganga Infrastructure Corporation Ltd. is thesubsidiary for Ganga Expressway Project. The company was formed by theamalgamation of Jaiprakash Industries Limited (JIIL) into its then subsidiary JaypeeCement Limited. The amalgamation was effective from 1 St April 2002. JCL was renamedJaiprakash Associates Limited with effect from 11 th March 2004.

Jaiprakash Industries Limited (JIIL) was formed in 1986 following the amalgamation ofJaiprakash Associates Private Limited, a well-established civil engineering andconstruction company and Jaypee Rewa Cement Limited (JRCL), a 1 million ton cementplant in Madhya Pradesh. In 1995, of Bela Cement Limited was incorporated and a 1.7million ton cement plant then operated by JIIL was hived off to Bela Cement Limited andthe same was renamed as Jaypee Cement Limited (JCL). In April 2001, the remaining 2.5million ton cement plant operated by JIIL was also hived off to JCL, which prior to theamalgamation carried on all of the Group's cement manufacturing business. The purposeof the amalgamation of JIIL and JCL was to consolidate the existing construction andcement manufacturing and marketing businesses of the Group.

JAL is one of India's leading cement manufacturers and is currently expanding its cementcapacities. With the commissioning of all projects under implementation by JAL as well asthose in Joint Venture and under its subsidiaries, the cement manufacturing capacity ofthe Group will increase to 33.50 MMTPA in India by FY 2011-2012. In its Constructiondivision, JAL has projects with a total original contract value of Rs. 39,046.77 crore(excluding Yamuna Expressway Project which is a Cost Plus Contract) under developmentand the contract value pending execution is Rs. 34,023.44 crore (including YamunaExpressway Project) as on 31.03.2009.

Jaypee Greens Limited, a company engaged in operating an international standard golfcourse and development of real estate, was merged with JAL with effect from 1 April2005. Jaypee Greens has since become a division of JAL. This merger was pursuant to theterms of the scheme of amalgamation approved by the shareholders and creditors of theCompany and as sanctioned by the High Court of Judicature at Allahabad, on 8 August2006.

The Board of JAL had inter-alia constituted a Committee to examine and suggest variousoptions of restructuring of the Company including amalgamation of Jaypee Hotels Ltd.,Jaiprakash Enterprises Ltd., Jaypee Cement Ltd. and Gujarat Anion Cement Ltd.;

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companies having synergy with the business of JAL. The meeting of the creditors andshareholders of the merging entities have already taken place as per the direction of theHon'ble Court of Judicature at Allahabad and accordingly the Scheme ofAmalgamation had been approved by the Hon'ble Court on 15 Th May, 2009. Theeffective date of the amalgamation is 1st April 2008.

2.2 Business Strategy

In order to take advantage of the opportunities arising in the infrastructure and powersectors in India, the Group has embarked upon a growth strategy, which includes, interalia, expanding its engineering and construction business, as well as increasing cementproduction capacity. In relation to its engineering and construction business, JAL'sstrategy is to place particular focus on hydro-power projects (both as a constructioncompany and as an Independent Power Producer (IPP), whilst also looking to capitalizeon opportunities in emerging infrastructure development projects, including projectsbeing undertaken on a Build-Own-Operate (BOO) basis/ Build-Own-Transfer (BOT) basis,and to seek opportunities in relation to highways and expressway projects, and realestate development.

JAL has diversified into the rapidly growing real estate sector and is presently developinga unique golf centric real estate development through Jaypee Greens, a division of JAL,at Greater Noida, and proposes to develop a total of 8 million sq. ft of real estate. TheYamuna Expressway Project coupled with the Real Estate Development, involvingdevelopment of a 165km six lane access controlled expressway linking Agra to Noida anddevelopment of 6,175 acres of land at five locations for commercial, industrial,institutional, residential and amusement purposes further provides the Group withextensive real estate development opportunities. JAL has also been awarded a contractfor construction of a 1047 km expressway in Uttar Pradesh.

After establishing a satisfactory presence in the development of hydro-power projects asan Engineering Procurement and Construction (EPC) contractor and on a Built-Operate-Own (BOO) basis, the company is now entering into other areas related to the energysector including, amongst others, the development of thermal power projects, oil & gasexploration, coal mining and reconnaissance surveys with a focus on developing into anintegrated power player.

JAL intends to focus on undertaking medium to large river valley/hydro-power projects onan EPC contract basis, whereby the company takes the responsibility not only for thedesign, construction, testing and commissioning of civil and hydro-mechanical works, forwhich the company possesses the capacity, expertise and experience, but also for thedesign, construction, testing and commissioning of electro-mechanical works throughjoint venture partners. In addition, the company also intends to leverage on its strength inengineering and construction in relation to hydropower projects to continue to look atopportunities to undertake hydro-power projects on a BOO basis.

In view of the Government's encouragement of hydro-power projects to meet thecurrent energy supply demand imbalance and to meet projected increases in powerdemands and to rebalance the thermal power/hydro-power mix, the company expectsthat there will be increased business opportunities in the hydro-power sector, both on anEPC contract basis and on a BOO basis. The company's success in the hydropower sectorin integrating its strengths in engineering, technology, project management andconstruction expertise together with its large well-trained workforce and its highlyspecialized machinery, plant and equipment, provides it with a significant competitiveadvantage.

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The Group's principal areas of activities are categorized into the following segments:

2.3 Engineering and Construction

JAL has been involved in the construction of major engineering projects in India for over30 years, specialising in complex hydro-power and river valley projects. In the year ended31 st March 2009, the total income of the Company contributed by the engineering andconstruction segment amounted to Rs 2,909.4 crore, compared with Rs. 1,772.2 crore inthe year ended 31 5' March 2008. Three large projects - the Srisailam Project, the KarchamWangtoo Project and the Yamuna Expressway Project are in advanced stages ofimplementation and have contributed significantly to the increase in revenues.

JAL has completed a number of projects in India and abroad, e.g. the Baspa Stage II 300MW hydro electric project and the Chamera Stage II 300 MW hydro electric project, bothin Himachal Pradesh, the 400MW Vishnuprayag Project in Uttrakhand, the 250 MW CanalHead Power House of Vadgam Saddle Dam in Gujarat, the 1,000 MW Indira Sagar Projectin Madhya Pradesh, the 390 MW Dul Hasti Hydroelectric Project in Jammu & Kashmir andthe Head Race Tunnel and Power House Complex of 1,020 MW Tala Hydroelectric Projectin Bhutan. The two hydro-power projects in Himachal Pradesh and the VishnuprayagProject in Uttrakhand were executed on an EPC contract basis. Details of major workcompleted by the Engineering and Construction Division of JAL are as under:

Year

1974

Project Major Works Completed

Ukai Dam ProjectLeft Main canal; cross drainage works; tail racechannel

1977 Salal Hydro-electric ProjectExcavation of spillway, Power House; cut-off wall(1974); Reinforced Protection Wall (1977)

1979Garwhal-Rishikesh Chilla Hydelproject- Veerbhadra Barrage Channel works and concrete Barrage works

1981 Kudremukh Iron Ore ProjectEarth dam; and mine road (1979); hole dam(1981)

1985 Brahmaputra Road Bridge Approach bank and guide bind bund

1986 Sardar Sarovar (Narmada) Project

Excavation of Sardar Sarovar Dam foundation(1981) Fault Zone treatment of Dam Foundation(1984)Construction of blocks 1 to 20 of SardarSarovar Dam (1986)

1986 Tehri hydro-electric project

Two diversion tunnels(1986); river bed excavation;and and fill placement of upstream coffer dam(1990); Foundation excavation (1991);and fillplacement excavation of chute spillway(1997)

1987 Karjan reservoir project Concrete gravity dam

1987Indira Sarovar (Bodhghat)Hydro-electric project

Two Adit tunnels and excavation of Power Housepit

1989 Vishakapatnam steel plantMerchant and wire rod rolling mill; raw materialhandling station; and peripheral boundary wall

1989 Sardar Sarovar (Narmada)) Project Four Rockfill Dams and link Channels

1991 Sewerage Projects in Iraq Trunk Sewer (1983); Sewerage Network in Bagdad(1986); and Technical Training Centre (1991)

1993 Chamera Hydro-electric ProjectConcrete gravity dam and lining of DiversionTunnel

1994 Kudremukh Iron Ore projectRaising height of existing Lakya Earth Dam andconstruction of tunnel spillway

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Year

1998

Project

Sardar Sarovar (Narmada) Project

Major Works CompletedVadgam Saddle Dam and Canal head PowerHouse

2002Nathpa Jhakri hydro-electricproject Underground Power House and Steel Liner works

2003Baspa (Stage -II) hydro-electricproject

Civil works including Barrage, tunnels, PowerHouse etc. and Hydro-mechanical Works onturnkey basis

2004 Chamera II hydro-electric projectEPC Contract for Dam, tunnels and Power Houseand Hydro-mechanical works

2004 Sardar Sarovar (Narmada)) Project Tail Race Channel

2005Indira Sagar(Narmada Sagar)hydro-electric project

Construction of concrete gravity Dam and PowerHouse and Steel liner works

2005 Talc Hydroelectric Project Adit and Construction of Head Race Tunnel

2006Vishnuprayag hydroelectricproject

Civil works including Barrage, tunnels, PowerHouse etc. and Hydro-mechanical Works onturnkey basis

2006 Sardar Sarovar (Narmada) Project Underground Power House and tunnels

2007 Dul-Hasti hydro-electric projectConcrete Gravity Dam, Powerhouse & Tunnelsincluding HRT

2007 Tehri hydro-electric projectRock-fill Dam (2006); and Chute and ShaftSpillways (2007)

2007 Tala hydro-electric project Powerhouse and Steel Liner works

2007 Omkareshwar Project

Civil works including concrete gravity Dam,Power House etc. and Hydro-mechanical Workson turnkey basis

2008 Teesta (Stage-V) Hydro-electricProject

Concrete Gravity Dam; Power House andTunnelling works.

An important part of the business of the engineering and construction segment is beingcarried out on an Engineering Procurement Construction (EPC) basis, for which thecompany provides EPC and project management services. It is expected that demandfor turnkey construction services will increase in India as developers seek to streamlinedevelopment and construction processes by dealing with a single entity. Turnkey projectsnormally require the construction company to design, engineer and construct andcommission the project based on parameters, requirements and technical specificationsestablished by the developer of the project. The company in such projects acts as ageneral contractor assuming full responsibility for overall project management andsupervision or providing and operating various special purpose machinery andequipment and procuring basic construction materials.

The company has also signed two memoranda of agreement with the Government ofArunachal Pradesh (GoAP) for setting up two BOO hydroelectric projects with anaggregate capacity of 2,900 MW.

The company currently has projects with a total original contract value of Rs. 39,046.77crore (excluding Yamuna Expressway Project which is a Cost plus Contract) underdevelopment and the aggregate contract value pending execution is Rs 34,023.44 crore(including Yamuna Expressway Project). A list of contract under execution is as under:

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Rs Crore

S.No. Name of the Project Start Date Due Date of Value ofCompletion Contract

Work completedupto

31.03.09

Schedule ofCompletion

Remarks

1 SardarSarovar(Narmada)Project, Gujarat -Construction ofConcrete Dam

Apr.' 87 January '98 538.00 (Revised) 461.86 March 2010

The work is inprogress as perrevised schedule.Extension Applied

2 J.K.State PowerDevelopmentCorporation - 450MW BagliharHydroelectricProject (Stage-I)

April '99 Dec. '2004 1,790.39 1,775.91 June 2009(anticipated)

The work is inprogress to thesatisfaction of theclient.

Agreementsigned on 28th June'02. Action beingtaken to start precommencementactivities.

3 J.K.State PowerDevelopmentCorporation - 450MW BagliharHydroelectricProject (Stage-II)

June 2002

50 Monthsfrom theeffective

date of start

410.00


date of start

Agreement signedon 28thJune '02.Action being takento start precommencementactivities.

4 1000 MW KarchamWangtoo H.E.Projectin H.P.

July 2003


date of start

4,144.38 1773.04 Nov. '2011

ContractAgreement signedon 18.07.2003.

5 Alimineti MadhavReddy Project(AMRP), AndhraPradesh August '05 August ' 2010 1,925.00 369.01 August ' 2010

ContractAgreement signedon 25' h August 2005.Delay on accountof non-availabilityof land by theProject Authority.

6 Yamuna ExpresswayProject betweenNoida and Agra Nov. '07 Nov. '2010

Cost plusContract 577.62 Mar.2011

ContractAgreement signed

'07Noveember

07 and Preliminaryworks started atsite.

7 Zirakpur-ParwanooExpressway inPunjab, Haryana &Himachal Pradesh

March '08 Jan.' 2010 414.00 65.89 Jan.' 2010

ContractAgreement signedon 31 0January2008 andPreliminary worksstarted at site.

8 Ganga Expressways(Eight Lane 1047Km.) connectingGreater Noida andBalia and relatedactivities

Appointeddate yet

to bedecided

48 Monthsfrom

appointeddate

29,825.00

48 Monthsfrom

appointeddate

Work yet to bestarted.

Total 39,046.77 5,023.33

JAL's ability to provide complete solutions from concept to implementation gives it aclear ricivnntane over rnmnetitnrs_ _

Design Conception EngineeringPlanning

SolutionImplementation

Group's design housewas established in 1992and currently employsover 100 engineersInternationallyrenowned expertsCollaboration withInstitutes and Universities

4. Design team is acompetitive advantagein bidding contracts

JAL's engineering housespecializes in civil, hydro-mechanical and electro-mechanical engineeringExperience in planningsome of India's largestE&C projects to dateUtilizes the latesttechnology to offerprecision solutionsJAL's integrated designand engineeringeliminates interfaceproblems and delays

The Company hassuccessfully executed 17projects to dateJAL's track record inexecution proves itsconsistent ability tocomplete projects in linewith initial engineeringplans, costs and timingSenior management,engineers and specialistsonsite overseeing projectsLargest fleet of mobile anddedicated machinery

4.

4.

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Details of proj690 MW Ratle HE Project in Jammu & Kashmir444MW Vishnugad Pipalkoti HE Project in UttaranchalConstruction of Airport at Itanagar, Arunanchal PradeshHRT and Power House Complex (Dibang Lot:4) of 3000MWDibang Multipurpose Project in Arunachal Pradesh.

Key Strengths

Vertically Integrated E&C Solutions

JAL's integration capability has enabled the company to undertake projects on anengineering, procurement and construction ("EPC") / turnkey basis and venture into BOOprojects as well.

Superior Cost ControlJAL is able to undertake contracts at low cost levels without sacrificing quality ofexecution through its unique cost control measures.

40 years of experience in the E&C businessDue to the highly technical nature of hydro power projects, JAL'sspecialized experience in this sector is of particular significance tocost structureIn-house heavy machinery engineering workshop fabricatinghydro-mechanical equipmentSignificantly reduces the capital expenditure requirementsProducing 3,000 tons of equipment per year

Experience

In-housemachineryworkshop

Verticalintegration

In-house designteamDedicated VSAT

Ability to control projects from beginning to endAllows for seamless integration from design to execution,reducing delays and cost overlapsEliminates the need for costly subcontractors Internationally competitive design team eliminates the need tocontract external design houseData voice & video through VSAT enables seamless connectivity


system since2001Daily reportingsystem

between all offices & works throughout the country

All JAL sites are monitored through a daily reporting system thatrecords progress of projectsDaily record allows JAL to identify cost inefficiencies as theyoccur

On-siteManagementby Directors

Managing Directors / Whole Time Directors monitor projects on-siteAbility to make immediate decisions reduce time delayAllows for maximum coordination between management andworking team

2.4 Manufacture and marketing of cement

JAL's cement production facilities are located in the Satna cluster and primarily cater tomarkets in the Satna cluster in Uttar Pradesh, Bihar and Madhya Pradesh, whichaccounted for 49%, 8% and 18% respectively of the company's total cement sales for theyear ended 31 st March 2009. The balance of the company's sales is attributable to sales inother parts of North India, North East India and exports to Nepal.

The company is one of India's leading cement manufacturers and is the 6 th largestcement manufacturer in terms of installed capacity. Its cement division has three modern,computerized process control cement plants with an aggregate installed capacity of 5.4MMTPA located at Rewa in Madhya Pradesh, the largest single cement complex in India.In addition, the company has a blending unit with a capacity of 0.6 MMTPA at SadvaKhurd in Allahabad District and a grinding unit with a capacity of 1.0 MMTPA at Tanda inUttar Pradesh. The company commissioned 3.00 MMTPA at Chunar and Dalla in UttarPradesh, 2.00 MMTPA at Sidhi in Madhya Pradesh, 1.5 MMTPA at Panipat in Haryana and1.2 MMTPA at Gujarat, taking the aggregate installed capacity of the Company to 14.7MMTPA as on 31 st March 2009.

During the year ended 31 st March 2009, the Company produced 7.60 MMT of cement.Total income of the Company contributed by the cement segment amounted to Rs.2,439.00 crore in the year ended 31 st March 2009, compared with Rs. 2,069.00 crore in theyear ended 31 s1 March 2008.

Manufacturing Facilities Details

Jaypee Rewa Plant

Jaypee Rewa Plant has two units with an aggregate capacity of 3.0MMTPA. Unit-I has a capacity of 1.5 MMTPA and was commissioned in1986 and Unit-II, which was commissioned in 1991, has a capacity of 1.5MMTPA.

Jaypee Bela Plant The plant has a capacity of 2.40 MMTPA and was commissioned in 1996.

Jaypee Cement BlendingUnit, Sadva Khurd,Allahabad Uttar Pradesh

A blending unit of 0.6 MMTA capacity. Ordinary Portland cementmanufactured at Jaypee Rewa Plant is transported by tankers to this unitwhere fly ash procured from National Thermal Power Corporation Limited(NTPC), Unchahar is blended with the Ordinary Portland Cement tomanufacture Pozolona Portland Cement.

Jaypee Ayodhya GrindingOperations, Tanda, UttarPradesh

A fly ash pit head based grinding unit has the capacity to produce 1.0MMTA of cement for which clinker is transported by rail/road from JaypeeRewa Plant while the fly ash is sourced from NTPC's thermal plant locatedat Tanda itself.

Chunar and Dalla 3.00 MMTPA capacity Cement plant has been commissioned.

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Manufacturing Facilities Details

Cement Plant

idhi Cement Plant le plant has a capacity of 2.00 MMTPA and was commissioned in 2009.

Grindin•unit at Panipat 1.5 MMTPA Man I • • UI •iypee Gujarat Cementant

1.2 MMTPA plant has been set up.


Capacity Additions

The company is expanding its cement manufacturing capacity in Central, Northernand Western India through greenfield additions, acquisitions and its subsidiaries andjoint ventures. The company is setting up a 1.5 MMTPA cement capacity at Baga inDistrict Solan of Himachal Pradesh with split location grinding units at Bagheri (2.0MMTPA) and Panipat (1.5 MMTPA). 1.5 MMTPA capacity grinding unit has alreadybeen commissioned in Panipat. This plant will also have a captive power plant with a25 MW capacity, which will use municipal solid waste as an alternative fuel for the firsttime in the country.The company also plans to set up a split location grinding unit at Roorkee of 1.2MMTPA. This will put the company in a competitive position vis-à-vis its competitors inthe zone. With this, the company will have total installed capacity of 6.2 MMTPA in thenorthern zone.

In Central India, the company has set up Jaypee Sidhi Cement plant in the State ofMadhya Pradesh with installed capacity of 2 MMTPA along with a captive powerplant with a 35 MW capacity. In addition to the above, the company has taken overthe assets of UP Cement Corporation Ltd. and has upgraded and modernised theacquired plant to a 3.0 MMTPA capacity along with captive thermal power plant,which is now fully commissioned. The company is in the process of setting upadditional capacity in Central Zone comprising of JP Super Dalla (1.1 MMTPA) andSikenderabad, U.P. (1.0 MMTPA).

JAL has entered into two joint venture with Steel Authority of India Limited (SAIL) to setup slag-based split location cement manufacturing units in the country. Under the firstjoint venture, split location cement manufacturing units are to be set up at Satna inMadhya Pradesh and Bhilai in the State of Chattisgarh with installed capacity of 2.2MMTA. Under the second joint venture manufacturing units are to be set up at Bokaroin Jharkhand with an installed capacity of 2.1 MMTPA.

The company is in the process of setting up project Balaji, a 3.5 MMTPA Cement Plantin Andhra Pradesh. The project was originally domiciled in Jaypee Cement Limited(JCL) a wholly owned subsidiary of JAL, which has since mergerd with JAL w.e.f. 15thMay 2009.

The company is also in the process of setting up new cement capacities in the Stateof Gujarat amounting to 5.4 MMTA in two phases namely SP1 and SP2. The projectwas originally domiciled in Gujarat Anjan Cement Limited (GAOL), a subsidiary ofJaypee Cement Limited (JCL), which have since mergerd with JAL w.e.f. 15 1h May2009.

With the above capacity addition, the Group will have a total capacity of 33.50 MMTPAin India by FY 2012. The company is the preferred bidder for setting up of a cementmanufacturing plant in Assam. The said project is subject is formal approval of theGovernment.

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Summa of o•erational and under im•lementation ca.acit :Project \ Region Expect. Total Capacity CPP No. of No. of

Commissioning

Integrated grindingPlants units

North IndiaHimachal Pradesh FY09 & FY10 j 6.20 25MW 2 3Central IndiaRewa Complex Operational 7.0 88MW 3 2UP Cement Complex Operational 3.0 65MW 1 1JP Super Dalla FY 12 1.1Sikandrabad FY 11 1.0Jaypee Sidhi Operational 2.0 35MW 1 -

SAIL JV (Bhilai) FY10 2.2 - 1 1

SAIL (Bokaro) FY12 2.1 - - 1Western IndiaSP1 FY10 2.4 - 1 1SP2 FY10 3.0 79MW 1 1Southern IndiaBalaji Jun-11 3.5 35MW 1 -

Total 33.50 327MW 12 10

2.5 Real Estate developmentJAL is developing premium golf centric complex of about 8 million sq ft. at Jaypee Greensin Greater Noida, primarily consisting of high-end residential development for high net-worth individuals and corporates. Jaypee Greens is located at the heart of GreaterNoida, one of the fastest growing townships in the National Capital Region of Delhi withworld-class infrastructure. A six-lane expressway connects Greater Noida to Delhi with atravel time of about 35 minutes. An 18-hole Greg Norman signature internationalchampionship course with a practice range of about 194 acres of land including a clubhouse, golf academy, health club, swimming pools and restaurants and bars are alreadyin operation. The golf course is the longest in India and the third largest in Asia while thepractice range is the largest in India. The company envisages developing approximately1550 residential units of various types over the next three to four years and up to 31stMarch 2009 about 2.9 million sq ft. comprising 915 units were sold by the company. In theyear ended 31 st March 2009, the total income of the Company contributed by the RealEstate segment amounted to Rs 455.94 crore, compared with Rs. 273.86 crore in the yearended 31 st March 2008.

In addition to the above, JIL has acquired till 31 st March '09 1150 acres of land in Noidaand will acquire an additional 85 acres of land in Noida for real estate development asper the provisions of the Concession Agreement. As on 31 st March 2009, JIL has receivedconsideration of Rs 555.23 crore by way of real estate of proceeds. JIL will takeadvantage of the Jaypee Greens brand and will develop the land acquired in Noida asJaypee Greens, Noida.

2.6 Hospitality

The company owns Jaypee Residency Manor located in Mussoorie, a 90 room hotel. Theoperation and management of the hotel was been undertaken by Jaypee Hotels Limited(JHL). JHL which has since merged with JAL w.e.f 15 th May 2009, owns three 5 star deluxehotels in northern India, namely Jaypee Siddharth Hotel with 98 rooms located atRajendra place in New Delhi, Jaypee Vasant Continental with 119 rooms located at

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ICICI Bank AXIS BANKSBICapitalMarketsLimited

Authorized Capital- 12,34,40,00,000 Equity Shares of Rs 2 each- 31,20,000 Preference Shares of Rs 100 each

2,468.8031.20

Issued, subscribed and paid up- 118,38,00,579 equity shares of Rs 2 each fully paid up.

[86,08,65,055 Equity Shares [Previous Year 86,08,65,055]allotted as fully paid-up in terms of the Scheme ofAmalgamation effective from 11.03.2004. 2,02,19,850 ofRs.2/- each fullypaid up Equity Shares [Previous Year2,02,19,850] allotted for cash under "JaypeeEmployees StockPurchase Scheme 2002". 16,83,36,849 Equity Shares[Previous Year 16,60,58,687] allotted for cash on conversion ofForeign Currency Convertible Bonds. 12,43,78,825' EquityShares [Previous Year 12,43,78,825] allotted as fully paid in

terms of Scheme of Amalgamation effective from 22.08.2006.1,00,00,000 Equity Shares [Previous year - NIL] allotted forcash to Promotors on Preferncial Basis.

236.76

Shares Capital Suspense21,80,10,985 Equity Shares of Rs. 2/- each fully paid up to beallotted pursuant to Scheme of Amalgamation, forconsideration other than cash, effective from 27.05.2009

43.60

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Jaypee Infratech LimitedAppraisal Memorandum

Private & Confidential

Vasant Vihar, New Delhi and Jaypee Palace Hotel with 344 rooms and a conventioncentre with a capacity of 1,200 persons in a complex of about 25 acres at Agra in UttarPradesh. During the year ended 31 st March 2008, the average occupancy levels forJaypee Vasant Continental, Jaypee Siddharth and Jaypee Palace Hotel wereapproximately 83%, 77% and 60% respectively. The average room rents were Rs.9303,Rs.7597 and Rs.4090 respectively.

2.7 Capital Structure & Share Holding Pattern

Capital StructureAs on 31 st March 2009

Particulars Amount (Rs Crore)

Shareholding PatternAs on 31 s, March 2009

Sr.No.

Type of Shareholders Number of % of totalShares held Shares

1with the Promoters Group 535,493,989 45.24

2Indian Financial Institutions, InsuranceCompanies and Banks 50,484,513 4.26

3 Other Indian Companies and undertakings 65,923,450 5.574 Resident Indians 138,264,658 11.685 Non-resident Indians ( NRI) 7,464.572 0.636 Non-resident Companies 6,220,532 0.537 Foreign institutional investors/FII 282,175,400 23.848 Mutual Funds 89,177,676 7.539 Others: Trusts, Clearing members & in transit 8,595,789 0.72

Total 1,183,800,579 100.00


Note :Pursuant to the Scheme of Amalgamation U/s 391/394 of the Companies Act, 1956, (i)Jaypee Hotels Limited {Transferor Company} engaged in business of Hospitality, RealEstate Development and Civil Engineering; (ii) Jaypee Cement Limited {TransferorCompany} engaged in the business of the setting up of Cement Plant; (iii) JaiprakashEnterprises Limited {Transferor Company} engaged in business of Civil EngineeringConstruction, Limestone Mines and Real Estate and (iv) Gujrat Anjan Cement Limited{Transferor Company} engaged in the business of the setting up of Cement Plant standmerged with Jaiprakash Associates Limited {Transferee Company} w.e.f. April 01,2008(Appointed Date). The Scheme of Amalgamation has been approved by the Hon' bleHigh Court of Judicature at Allahabad on May 15, 2009. In terms of the Order of Hon' bleHigh Court of Judicature at Allahabad, Sanctioning the Scheme and is effective fromMay 27, 2009. All the business undertakings, assets, liabilities, rights and obligations of theTransferor Companies stood transferred to and vested in the Transferee Company witheffect from 1 St April, 2008.

The promoters of JAL are Shri Jaiprakash Gaur and his associates, who together with theirassociated interests comprise the Promoters Group. As at 31 st March 2009, the PromotersGroup held approximately 45% of the issued capital. The shares of the company are listedon the NSE and the BSE.

2.8 Board of Directors

The composition of the Board of Directors of JAL is as under:

S. No. Name Designation1 Shri Jaiprakash Gaur Director (Founder Chairman)2 Shri Manoj Gaur Executive Chairman3 Shri Sunil Kumar Sharma Executive Vice Chairman4 Shri Sarat Kumar Jain Vice Chairman5 Shri A. K. Sahoo Nominee (LIC)6 Shri Keshav Prasad Rau Nominee (IDBI)7 Shri Gopi K. Arora Director8 Shri R. N. Bhardwaj Director9 Shri S. C. Bhargava Director10 Shri B. K. Goswami Director11 Shri B. K. Taparia Director12 Shri S.C. Gupta Director13 Shri M. S. Srivastava Director14 Shri Sunny Gaur Managing Director (Cement)15 Shri Pankaj Gaur Jt. Managing Director (Construction)16 Shri R. K. Singh Whole-time Director17 Shri Ranvijay Singh Whole-time Director18 Shri Shyam Datt Nailwal Whole Time Director

2.9 Debt ProfileThe company is in a consortium arrangement with 18 banks, led by Canara Bank, for itsworking capital needs. The consortium of Banks have sanctioned Fund Based (FB) limitsaggregating Rs 220 crore and Non Fund Based (NFB) Limits aggregating Rs 2175 crore. Theoutstanding FB and NFB as on 31 st March 2009 is Rs 151.52 crore and Rs 1,460.27 crorerespectively.

The company has multiple banking arrangements for its term debt requirements. Thesecured loan comprising Rupee Term Loan (RTL),) and ECB outstanding as on 31st March2009 in the Construction Division is Rs 2392.04 crore, in the Cement Division Rs.3789.76

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crore and in Hotel Division Rs.109.18 crore. Further, secured loan comprising NonConvertible Debentures (NCD) outstanding as on 31 st March 2009 of the company isRs.802.50 crore. The total unsecured loans comprising RTL, NCD and ECB outstanding ason 31st March 2009 is 3465.01crore.

The details of FCCB outstandin• as on 28 th Februa 2009 is as under:S.No.

Particulars Currency IssueSize

FCCBConverted

Conversionin %

FCCB o/s( In Mn)

Date ofMaturity

FCCB-1 USD 100.00 97.94 97.94 2.06 17.02.2010FCCB-II EURO 165.00 160.17 97.07 4.73 09.03.2013FCCB-III USD 400.00 4.50 1.12 395.50# 12.09.2012

# JAL has since bought back FCCBs of face value USD 40 mn in March 2009 of FCCB-III at anaverage discount of 50%. Accordingly, the outstanding in FCCB-III as on 31 s, March 2009 is USD355.50 mn.

JAL's accounts with its lenders are regular and the company has a satisfactory creditrecord. The detailed Debt Profile is given as Annexure II.

2.10 Key Financials

While key past financial performance of JAL is presented hereunder, detailed financial ofthe Company are given at Annexure III hereto:

Rs Crore)articulars as on 31-Mar-05 31-Mar-06 31-Mar-07 31-Mar-08

Share Capital 176 215 219 234Reserves & Surplus 1,059 2,467 2,654 3,965Equity Warrants 399Revaluation Reserve 10 536 309 308Net worth 1,223 2,145 2,564 4,290Secured Loans 2,388 2,539 3,523 4,501Unsecured Loans 659 1,498 1,830 3,665Net Fixed Assets 2,406 3,344 5,150 7,931Net Current Assets 1,164 2,302 1,787 2,168Total Income 2,901 3,328 3,576 3,978EBITDA 675 794 1,040 1,097PBT 329 765 620 843PAT 208 640 415 610Cash Profits 420 792 585 883

ey Ratio/Indicators 31-Mar-05 31-Mar-06 31 -Mar-07 31 -Ma r-08

EBIDTA Margin 23.29% 23.87% 29.09% 27.57%PAT Margin 7.16% 19.23% 11.60% 15.32%RONW 26.89% 35.64% 24.18% 19.66%Debt to Equity (considering DTL andFCCB as equity)

1.22 0.84 1.10 1.00

Debt to Equity (considering DTL andFCCB as debt)

2.89 2.11 2.28 2.03

Current Ratio 1.84 2.20 1.72 1.57TOL/TNW (incl. DTL as Equity) 2.60 2.27 2.56 2.47

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The Equity Share capital includes 860,865,055 fully paid Equity Shares allotted in-termsof the Scheme of Amalgamation from 11.03.2004. Further, 20,219,850 Equity Shareswere allotted under "Jaypee Employees Stock Purchase Scheme 2002" and166,058,687 Equity Shares were allotted for cash on conversion of FCCB and124,378,825 Equity Shares were allotted as fully paid up in-terms of Scheme ofAmalgamation from 22.08.2008.JAL has robust Networth as on 31.03.2008 aggregating Rs 4290 crore (excluding DTL).Debt-Equity Ratio of JAL considering DTL and FCCB as equity stands at 1.00 as on 31StMarch 2008. Whereas, considering DTL and FCCB as debt, the same increases to 2.03on the even date. Considering the various projects under execution in its ConstructionDivision and ongoing expansions in its Cement Division, the Debt-Equity Ratio issatisfactory.The significant increase in PAT Margin during FY 2006 to 19.23% from 7.16% during FY2005, is due to profit aggregating Rs 361crore, earned by JAL on the sale of shares ofJaiprakash Hydro-Power Limited, a Subsidiary Company of JAL. Impact of the same isreflected in the RONW during FY 2006 vis-à-vis RONW for FY 2005.PAT Margin during FY 2008 increased to 15.32% from 11.60% during FY 2007. During FY2007, JAL has shown improved results as reflected in its PAT margin of 11.60% vis-à-vis8.37% PAT during FY 2006 excluding profit aggregating Rs 361 crore, earned by JAL onthe sale of shares of Jaiprakash Hydro-Power Limited. The RONW for the comparativeperiod (excl. extraordinary income) has increased from 18.79% to 24.18%.A comparative statement of the unaudited results for the quarter ended 31 St March2009 and for the audited result for 12 month ended 31 St March 2009 is as under:

(Rs Crorelarticulars Quarter ended

31st March 2008(Unaudited)

Quarter ended31st March 2009

(Unaudited)

12 monthsended 31stMarch 2009(Audited)

Net Sales from Operations 1,280.06 2,084.58 5,764.18

Other Operating Income 65.22 67.09 215.28

Total Income 1,345.28 2,151.67 5,979.46Expenditure

(Increase)/Decrease inStock-in-Trade and Work-in-Progress

(53.37) (63.40) (66.16)

Direct Construction,Manufacturing,Hotel/Hospitality and PowerExpenses

653.25 1,140.04 3,061.82

Employees Cost 68.21 76.49 330.79Other Expenditure 213.40 226.48 761.57

Total Expenditure 881.49 1,379.61 4,088.02EBIDTA 463.79 772.06 1,891.44Less: Interest 97.34 168.17 504.32Less: Depreciation 61.05 102.33 308.97Add: Other Income 42.90 172.83PBT 305.40 544.46 1,250.98Current Tax 34.35 107.20 264.53Deferred Tax 60.64 51.94 89.44PAT 210.41 385.32 897.01Cash Profit 332.10 539.59 1,295.42

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2.11 Other Group Companies

The Jaypee Group, has a number of subsidiaries and step-down subsidiaries throughwhich it has ventured into the power sector, real estate & hospitality sector, highways &expressways, sports etc. The details thereof are enumerated hereafter.

2.11.1 Power Generation and Transmission

The Jaypee Group has diversified into power generation by entering into hydropowerprojects in the private sector on a BOO basis. The Ministry of Power announced in the1990s that it would allow private sector participation in power generation in order toreduce the gap between generation of and demand for electricity. The Jaypee Groupwas among the first private sector entrants to the sector, leveraging for its own projects itsexisting experience in constructing dams and powerhouses as an engineering andconstruction company. For the year ended 31 st March 2008, the consolidated totalincome of the Group contributed by the hydropower segment amounted to Rs 666.4crore.

Jaiprakash Hydro-Power LimitedJaiprakash Hydro Power Ltd (JHPL), a 63.34% subsidiary of JAL developed the 300 MWBaspa - II hydroelectric project in Himachal Pradesh. The project set up at a cost of Rs.1,667.3 crores, was commissioned in June 2003. The project has a capacity to generate1,213 million units in a 90% dependable year. As per the PPA entered in to by JHPL &HPSEB, 88% of the net power generated by JHPL is sold to HPSEB whereas the balance12% is provided free of cost to GoHP in lieu of water charges. JHPL has been receivingregular payments from HPSEB in respect of power sold by it.

Jaypee Power Grid LimitedJaypee Powergrid Limited (JPL) is a subsidiary of JHPL & a joint venture company of JHPL,JPVL (Jaypee Power Ventures Limited) & Power Grid Corporation of India Limited (PGCIL)has been formed for execution of the transmission system between Wangtoo in Kinnaurdistrict of Himachal Pradesh & Abdullapur in Yamuna Nagar district of Haryana forevacuation of 1000MW power from Karcham Wangtoo HEP in Himachal Pradesh.

Jaiprakash Power Ventures LimitedJaypee Power Ventures Limited (JPVL), 80.20% subsidiary of JAL has developed the 400MW Vishnuprayag Hydroelectric Project in the state Uttaranchal. The project wascommissioned in October 2006 at a cost of Rs. 1665.50 crore, four months ahead ofschedule. Pursuant to the power purchase agreement executed with UPPCL, for the saleof power during the part year ended 31 s1 March 2007 and year ended 31 st March 2008,the operating income amounted to Rs.214.16 crore and Rs.365.57 crore respectively. JPVLis currently implementing the following projects:

1320 MW Thermal Power Plant at Sidhi in Madhya PradeshPursuant to a joint venture agreement between JAL and the Government of MadhyaPradesh to set up a coal mining joint venture under the name of Madhya Pradesh JaypeeMinerals Limited (MPJML), JAL or its affiliates were required to set up a 1,000 MW thermalpower plant (in two phases of 500 MW each) in Madhya Pradesh from the coal to beprovided by the joint venture company from its mines. On 12 th December 2007, JPVL hasentered into an implementation agreement with the State of Madhya Pradesh in relationto the project. Subsequent to a detailed survey of the available coal reserves, thecapacity of the plant has been enhanced to 1,320 MW and a revised ImplementationAgreement dated 27 March 2008 for 1,320 MW has been entered into with the State of

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Madhya Pradesh. The entire coal requirement of the project will be sourced from theAmelia North and Dongri Tal II coal mines allotted to MPJML.

2,700 MW Lower Siang Hydroelectric Project and 500 MW Hirong Hydroelectric Project inArunachal PradeshJAL had signed two memoranda of agreement with the Government of ArunachalPradesh for setting up two BOOT hydroelectric projects with an aggregate capacity of3,200 MW through an SPV. Pursuant to the JAL's request, the Government of ArunachalPradesh has consented for implementation of the said projects through an SPV to be setup by JPVL. A Tri-partite Agreement dated 13" , December 2007 has been entered intobetween Government of Arunachal Pradesh, JAL and JPVL to give effect to the same.The expected shareholding of JPVL in the above two projects is 89 per cent.

Other ProjectsJPVL has also signed two memoranda of agreement with the Government of Meghalayafor setting up of two BOOT hydroelectric power projects with an aggregate capacity of720 MW. The expected shareholding of JPVL in the above two projects is 74 per cent.JPVL has since subscribed to 23% of the presently paid up equity capital of JaypeePowergrid Limited and will continue to hold 23% of the capital of Jaypee PowergridLimited for which requisite permissions from Powergrid Corporation of India Limited havebeen received.

JPVL has recently acquired Bina Power Supply Company Limited (BPSCL) from the AdityaBirla Group. BPSCL plans to develop on a build-own-and-operate basis a 1,250 MW (Firstphase of 500 MW, second phase of 750 MW) coal-fired Thermal Power Plant at Bina in theState of Madhya Pradesh. JPVL has since initiated various steps for implementation of theproject including obtaining of/renewal of the various approvals required. The first phase isestimated to be put into operation within 48 months of receipt of all approvals. Theestimated investment for each phase is expected to be approximately Rs.2755 crore forthe first phase.

Jaypee Karcham Hydro Corporation LimitedJaypee Karcham Hydro Corporation Limited (JKHCL), a subsidiary of JAL, is in the processof setting up the 1000 MW Hydro Electric project in the state of Himachal Pradesh. Theproject is expected to be commissioned in November 2011 at an estimated cost ofaround Rs 5,600 Crore. JAL has already infused equity of Rs. 925 crores towards the projectfor construction work. PPA has been signed with Power Trading Corporation for 80% ofSaleable Power.

2.11.2 Expressways and Highways

Himalyan Expressway LimitedHimalyan Expressway Limited (HEL) is a wholly owned subsidiary of Jaiprakash AssociatesLimited, incorporated to domicile four laning of Zirakpur-Parwanoo section of NationalHighway (NH)-22 including Pinjore-Kalka-Parwanoo Bypass from km 39.860 to km 67.000 onBOT (Toll) basis. The project achieved financial closure on 11", June 08.

Jaypee Ganga Infrastructure Corporation LimitedJaypee Ganga Infrastructure Corporation Limited (JGICL) is a Special Purpose Vehicle(SPV) incorporated as a wholly owned subsidiary of JAL to implement the 1047 km long 8-lane access controlled expressway connecting Greater Noida with Ghazipur-Ballia(Ganga Expressway). The Concession Agreement (CA) for the said project has beenexecuted on 23 rd March, 2008 between Uttar Pradesh Expressway Industrial DevelopmentAuthority (UPEIDA) and JGICL. Preparatory work on the project has been initiated by the


SPV. As per the concession agreement, JGCIL is entitled to carry out real estatedevelopment on approximately 30,000 acres of land along the expressway at eightdifferent locations in the districts of Bulandshahar, Etah, Raibarelly, Unnao, Allahabad,Pratapgarh, Mirzapur and Varanasi in Uttar Pradesh.

2.11.3 Hospitality & Sports

Jaypee Hotels LimitedJaypee Hotels Limited (JHL) was a 72.18% subsidiary of JAL and has since merged withwith JAL w.e.f. May 15th 2009.

For the year ended 31 s1 March 2009, in the consolidated total income of the Group, theincome contributed by the hotels/hospitality business amounted to Rs. 162.8 crores,compared with Rs 159.3 crore in the year ended 31 0 March 2008.

JPSK Sports Private LimitedJAL is developing through JPSK Sports Private Limited, a joint venture SPV incorporated on20", October 2007 for the purposes of developing a greenfield state-of-the-art sportscomplex in Greater Noida including car race track suitable for Formula One racing withrelated integrated support infrastructure. In November 2007 an agreement was signedwith Formula One Management to stage India's first Formula One race at the venue. TheCompany directly and through its affiliates will hold up to 74% equity in JPSK Sports PrivateLimited, with the balance being held by other partners. The land has already beenacquired and the Company is planning to organize the maiden Formula One event in2011.

Brief financial of group companies are as under:

Jaiprakash Power Ventures LimitedRs.in Lacs)

Particulars as on 31-Mar-07 31-Mar-08 31-Mar-09Share Capital 50,900 53,250 53,489Reserves & Surplus 3,009 45,054 55,342Net Worth 53,909 98,304 1,08,831Secured Loans 1,16,082 1,12,299 1,02,985Unsecured Loans 2,500 2,500 11,500Net Fixed Assets 1,62,925 1,62,500 1,60,282Net Current Assets 9,485 39,043 21,717Total Income 21,659 40,454 41,873EBIDTA 20,771 37,786 37,886PBT 8,087 21,509 21,044PAT 7,178 19,055 18,647EBIDTA Margin 95.90% 93.40% 90.48%PAT Margin 34.56% 50.43% 49.22%RONW 13.31% 19.38% 17.13%

Jaiprakash Hydro Power Ltd.Rs.in Crore

Particulars as on 31-Mar-07 31-Mar-08491.00 491.00

31-Mar-09491.00Share Capital

Reserves & Surplus 412.24 539.47 584.15Net Worth 903.24 1,030.47 1,075.15Secured Loans 1,022.80 829.58 741.17Unsecured Loans

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Particulars as onNet Fixed Assets

31-Mar-071,588.40

31-Mar-081,583.78

31-Mar-091,584.22

Net Current Assets 380.98 308.58 234.49Total Income 356.52 342.50 317.91EBIDTA 331.36 317.38 294.48PBT* 224.84 240.61 161.19PAT* 199.54 213.40 142.86EBIDTA Margin s 92.94% 92.67% 92.63%PAT Margin* 60.22% 67.24% 48.51%RONW* 22.09% 20.71% 13.29%* Inc] Extraordinary Items 49.21 68.40 -4.39

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3. PROJECT DETAILS

3.1 Project Company Particulars

Project CompanyRegistered Office/Corporate Office

JAYPEE INFRATECH LIMITED (JIL)Sector 128, Distt. Gautam Budh Nagar, Noida - 201 304 (UP)

Date of Incorporation April 05, 2007Constitution Public LimitedDate of Commencementof Business

April 27, 2007

Sector PrivateIndustry Class Transportation (Roads)Project Category InfrastructureSponsor Jaiprakash Associates Limited (JAL)Shareholding 98.86 % by JALProject Construction of a new access controlled Six Lane

Expressway (extendable to 8-lane) between Noida andAgra with Service Roads and Associated Facilities on BOT(Toll) basis alongwith development of land, as an integralpart of the Expressway project, aggregating 2500hectares along the Expressway in the State of UttarPradesh.

Project Length 165.537km excluding 23.80km Noida-Greater NoidaExpressway to be operated and maintained by JIL. It maybe noted that as per the Concession Agreement of theproject, the length of the Expressway is envisaged to be160 km. However, as per the DPR accepted by the YEA,the length of the expressway is envisaged to be 165.537Km based upon the actual alignment.

Concessioning Authority Yamuna Expressway Industrial Development Authority (YEA)Date of Signing CA February 07, 2003Date of Commencementof the Concession Period

Commercial Operation Date or 1 St April 2011

Implementation Schedule Considering zero date as January 2008 and with aconstruction period of 39 months, the Commercialoperation date is 1St April 2011.

Major Project ConsultantsDesign Consultant Jaypee Ventures (P) LimitedTraffic Consultant Design AidReal Estate DevelopmentConsultant

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As on 31 0 March 2009

Particulars Amount (Rs Crores)Authorized Capital

- 100,00,00,000 Equity Shares of Rs 10 each 1,000.00Issued, subscribed and paid up

- 96,60,00,000 equity shares of Rs 10 each fully paid up. 966.00

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3.2 Organization & Management of JIL

3.2.1 Capital Structure

3.2.2 Board of Directors

The Memorandum & Articles of Association of JIL provides for a minimum of 3 and amaximum of 20 directors on the Board of the JIL. The Board of JIL presently comprises thefollowing directors:

Name Designation Other DirectorshipShri Jaiprakash Gaur Director Jaiprakash Associates Ltd.

Jaypee Ventures Pvt. LtdManumanik Estates Pvt. Ltd.Sunvin Estates Pvt. Ltd.Samsun Estates Pvt. Ltd.Ceekay Estates Pvt. Ltd.Dhara Infra Developers Pvt. Ltd.Jaypee Ganga Infrastructure Corpn. Ltd.

Shri Manoj Gaur Chairman Jaiprakash Associates Ltd.Jaiprakash Hydro-Power Ltd.Gujarat Jaypee Cement & Infrastructure Ltd.Jaypee Karcham Hydro Corpn. Ltd.Jaypee Powergrid Ltd.Bhilai Jaypee Cement Ltd.Madhya Pradesh Jaypee Minerals Ltd.Jaiprakash Power Ventures Ltd.Jaypee Ventures Pvt. Ltd.Manumanik Estates Pvt. Ltd.Avni Housing Private Ltd.Indesign Enterprises Private Ltd.JPSK Sports Private Ltd.Jaypee Ganga Infrastructure Corpn. Ltd.Jaypee Arunachal Power Ltd.Jaypee Spa Infocom Ltd.Jaypee Hotels & Resorts Ltd.Jaypee Petroleum Private Ltd.Jaypee Hydro Carbon Private Ltd.

Shri Sunil Kumar Sharma Vice chairman Jaiprakash Associates Ltd.Jaypee Karcham Hydro Corpn. Ltd.Jaiprakash Hydro-Power Ltd.Jaiprakash Power Ventures Ltd.Madhya Pradesh Jaypee Minerals Ltd.Jaypee Powergrid Ltd.Jaypee Ventures Pvt. Ltd.Himalyan Expressway Ltd.Suneha Estates Pvt. Ltd.



Name Designation Other DirectorshipIndesign Enterprises Pvt. Ltd.Jaypee Ganga Infrastructure Corpn. Ltd.JPSK Sports Pvt. Ltd.Jaypee Arunachal Power Ltd.Jaypee Hotels & Resorts Ltd.Jaypee Spa Infocom Ltd.Jaypee Petroleum Pvt. Ltd.Jaypee Hydro Carbon Pvt. Ltd.

Shri Sameer Gaur Whole timeDirector

Jaiprakash Kashmir Energy Ltd.Jaypee Ventures Pvt. Ltd.Samsun Estates Pvt. Ltd.Indesign Enterprises Private Ltd.Himalyan Expressway LimitedBhumi Estate Developers Pvt. Ltd.Jaypee Development Corporation Ltd.JPSK Sports Pvt. Ltd.Jaypee Ganga Infrastructure Corpn. Ltd.

Smt. Rita Dixit Whole timeDirector

JPSK Sports Pvt. LimitedVasujai Estates Private LimitedJaiprakash Exports Private Limited

Shri Har Prasad, Whole timeDirector

Himalyan Expressway Limited

Shri Suresh Kumar Director Jaiprakash Power Ventures Ltd.Jaypee Karcham Hydro Corpn. Ltd.Jaypee Ganga Infrastructure Corpn. Ltd.Bina Power Supply Company Ltd.

Shri G.P.Gaur Director Jaiprakash Hydro-Power Ltd.Shri P.K. Jain Director -Shri Sachin Gaur Whole time

DirectorJPSK Sports Pvt. Ltd.

Shri Anand Bordia Whole timeDirector

Birla Corporation LimitedC&C Constructions Limited

Shri S.K. Dodeja Whole timeDirector

Reliable Jal Shakti Vikas Pvt. Ltd

A brief profile of the directors of JIL is presented in Annexure IV.

3.2.3 Organization Structure & Key ExecutivesJIL has identified Shri P. K. Aggarwal (Finance & Accounts), Shri S.G. Awasthi and Shri AjitKumar (Project Planning & Execution), Shri Ashok Khera (Land & Liaison) and Shri HimmatSingh (Personnel & Admin.), Ms Jhanvi Sharma and Ms Geeta Puri Seth as the keyexecutives for the development of the Project and supervise the construction activities. Inaddition there would be a team of professionals at various levels specializing in criticalfunctions related to design & planning, management of contracts, liaison with YEA, trafficmanagement, finance & accounts as also human resources and administration.Proposed organization structure of JIL is presented at Annexure V.

JIL has constituted a Project Management Team (PMT) comprising personnel withrequisite skills and qualification for execution of the project. Further, The PMT along withthe Design Consultants and other consultants would coordinate with the Contractor, Sub-contractor and various other consultants involved in the execution of the project. JILdirectly or through JVPL has retained the services of renowned design consultants as wellas proof checkers as detailed hereunder:

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Consultant ResponsibilityICTL.R. Kadiyali & AssociatesCESIIT, Roorke

Design consultants for Yamuna ExpresswayProof checkers of the designs of ICTDesign consultants the interchangesProof checkers of the designs of ICT

These consultants have assisted the Company in preparation of the DPR and would bepart of the core team to oversee the Project execution along with the PMT.

3.3 Description of the Project

The GOUP intends to create a high-density road corridor by developing expressway forsafe and faster uninterrupted movement of passenger and freight traffic. The strategiclocation of the Yamuna Expressway connecting Delhi with Agra will provide muchawaited relief to the already congested existing arterial roads on either side of theExpressway - NH2 and Old Grand Trunk Road (NH 91). The GOUP has decided to developSpecial Economic Zone (SEZ) with brand name Taj Economic Zone (TEZ) and TajInternational Hub airport in this region.

The proposed Yamuna Expressway is so aligned that it will also serve the areas proposedfor regional development in the way of Taj Economic Zone (TEZ), land development forcommercial, industrial, institutional, amusement and residential purposes, which will in-turnpromote economic development of the State. Yamuna Expressway will also provide rapidtransport to the proposed Taj International Hub Airport. To summarise, the objectives ofthe proposed Yamuna Expressway are as follows:

To provide a fast travel corridor to minimize the travel time from Delhi to Agra.To connect the main existing and proposed townships/commercial centers on theeastern side of Yamuna River.To relieve traffic congestion on NH-2 which runs through cities of Faridabad,Ballabgarh and Palwal

Based on the bid of 36 years concession period from COD, JIIL, a Jaypee Groupcompany, emerged as the preferred bidder and YEA issued the LOA on 23 rd January2003. Thereafter, the CA was executed between JIIL and YEA on 7th February 2003. Interms of the requirement of the bidding process, JIIL submitted Detailed Project Report(DPR) to YEA, in terms of the provisions of the CA, on 1 1 th June 2003. The total constructionperiod envisaged for the Project was 7 years from the date of execution of the CA, withprovisions for extension. Subsequently the project was transferred to Jaypee InfratechLimited on 22nd October 2007. The concessionaire could not commence the constructionof the Expressway immediately because of the delay in land acquisition. YEAsubsequently started transferring land to the company in 2006 and the companycommenced the construction of the Expressway from January 2008.

In the intervening period, significant changes have occurred in the study area, which arelikely to impact the earlier projections of traffic diversions. These changes includeproposed widening of National Highways, planning of airport and SEZ at Jewar, adjacentto the expressway and dedicated Eastern freight corridor between Dadri and Kanpur. Inthe mean time, YEA approved the alignment of the Expressway and JAL submitted arevised DPR to YEA, after factoring in the impact of the changes in the study area sincethe date of execution of the CA. In terms with the provisions of the CA, Jaypee InfratechLimited, a Special Purpose Vehicle (SPV), was incorporated on 5 th April 2007. Further, allrights and obligations of JAL were transferred to JIL in terms of the 'AssignmentAgreement' dated 19 th October 2007 entered amongst JIL, JAL and YEA and the 'ProjectTransfer Agreement' dated 22nd October 2007 entered between JAL and JIL.

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3.4 Brief on Yamuna Expressway Industrial Development AuthorityThe intention of GOUP to build a new road entirely through Uttar Pradesh (UP) to connectAgra with Delhi through an access controlled expressway required creation of a separatebody to conceive, plan and construct the Yamuna Expressway in its entirety includingroad and regional development along the expressway. With this view in mind GOUP setup Yamuna Expressway Industrial Development Authority (YEA) vide its NotificationNo.697/77-4-2001-3(N)/2001 dated 24 th April, 2001, under U.P. Industrial Area DevelopmentAct, 1976 (U.P. Act No.6 of 1976) for anchoring development of Yamuna Expresswayproject. The main responsibilities of YEA, inter alia, included:

Execution of Yamuna ExpresswayAcquisition of land for construction of Expressway and area development.Preparation of Zonal plan/Master plan for planned development along theExpressway.Development of drainage, feeder roads, electrification and other facilities in the area.

The constitution Board of YEA is as under:

Ill Principal Secretary, to the Government, Uttar Pradesh, Industrial Departmentand Industrial Development Commissioner

Chairman

.(i) Principal Secretary, to the Government, Uttar Pradesh, Public Works

Department or his nominee not below the rank of Joint SecretaryMember

(ni)Secretary, to the Government, Uttar Pradesh, Avas or his nominee

not below the rank of Joint SecretaryMember

Principal Secretary, to the Government, Uttar Pradesh, Finance Department orhis nominee not below the rank of Joint Secretary

Member

Managing Director, Uttar Pradesh State Industrial Development Corporation Member

Chief Executive Officer, New Okhla Industrial Development Authority Member

Chief Executive Officer, Greater New Okhla Industrial Development Authority Member

Secretary, to the Government, Uttar Pradesh, Industrial Development Member

District Magistrate, Gautam Budh Nagar MemberDistrict Magistrate, Agra Member

(xii) Chief Executive Officer MemberSecretary

Senior Management & Organization of Yamuna Expressway Industrial DevelopmentAuthority:

Chief Executive Officer Shri Lalit Srivastava, IAS

Addl. Chief Executive Officer Shri Y. K. Bahl

Dy. Chief Executive Officer Shri R. K. Singh, PCSInformation Officer Shri S. P. Singh

Approximately 334 villages of District Gautam Budh Nagar, Bulandshahar, Aligarh,Mahamaya Nagar (Hatras), Mathura and Agra are Notified under Yamuna ExpresswayIndustrial Development Authority vide various Notifications of Govt. of U.P. YEA hasrecently launched residential plots along the proposed Yamuna Expressway of variousdimensions from 300 sq meters to 4000 sq meters.

Towards the said objective of GOUP, YEA has conceptualized an integrated projectcomprising:1. A 6 lane (extendable upto 8 lanes) Expressway proposed to take off on the existing

Noida-Greater Noida Expressway near Jaypee Greens, Greater Noida, PGA GolfCourse and terminating near NH-2 at Etmadpur near Agra on BOT (Toll) basis coupledwith;

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2. Development of land aggregating 2500 hectares at five locations, including one atNoida admeasuring 500 hectares or 1235 acres, for various segments such asresidential, commercial, retail, hospitality, golf course and schools.

3.5 Yamuna Expressway

3.5.1 Location of the Yamuna ExpresswayThe proposed alignment has its origin at Greater Noida. The alignment passes throughChuharpur Khadar, and crosses Lohiya Nalla near Gharbara village. It then crossesBhuriya Nalla and Jaganpur Nalla. The alignment thereafter crosses Bhuriya Nalla nearvillage Dankaur. After this, it passes through depression area near Dungrapur Rilkha. Itthen crosses the road, joining Raunija and Mirzapur villages, and a minor canal. Theproposed alignment crosses Siwara minor near Dhundhera village at 195m elevation. Itthen crosses an unmetalled road near Sultanpur village. The alignment crosses a roadjoining Tappal and Nagla Kurana villages at elevation of 180m. It then crosses Untasaniminor at 191m elevation near village Marorgarhi. It passes near Gairula minor at about191m elevation, near Gairula village. The alignment passes through Awakhera village at192m elevation, Kulana village at 186m elevation, and a minor at 185m elevation.

The alignment crosses Bhureka drain near village Bulakpur. It then crosses anembankment near Sultanpur Kothi village, and a road coming from Sultanpur at 177melevation. The alignment crosses Mat minor near Laxminagar village and near villageAsthal Kashidas. It crosses a metalled road joining Mat and Jabra villages at 180melevation. It again crosses Mat minor near Bhim village. The alignment also crossesthrough Nagla Ratandas village at 176m elevation. At 179m elevation, it crosses Daharwaminor near Dudhadhari village. It then crosses a railway line and its adjacent road. Thealignment crosses Mahaban distributory, and then Mahaban drain, near Khapparpurvillage. It then crosses Sihora minor at 179m elevation. The alignment finally joins NH-2 at160m elevation near Nagla Gola village and Agra city. The alignment is depicted below:


The sections of the Yamuna Expressway which fall under various districts are given in thetable below:

Road SectionKm 0- Km 40

Jurisdiction of DistrictsGautam Budh Nagar

Km 40- Km 60 AligarhKm 60 -Km 150 Mathura

Km 150-Km 165.537 Agra

The important towns and villages along the proposed Expressway are given in the tablebelow:

Na me of Village / Town Name of DistrictsGautam Budh NagarNoida

Dhankaur Gautam Budh NagarMirzapur Gautam Budh NagarJewar Gautam Budh NagarTappal AligarhNohjhil MathuraMat MathuraRaya Mathura

Baldev MathuraEtmadpur Agra

Uttar Pradesh has a common border with Nepal and Uttaranchal in the North, HimachalPradesh, Haryana, Delhi and Rajasthan in the West and South-West, Madhya Pradesh andChhatisgarh in the South and Bihar and Jharkhand in the South-East. Uttar Pradesh is themost populous State of India accounting for over 16% of the total population of thecountry. In terms of area it is the fifth largest State in India. The State has several placesredolent with history, many of them consecrated by their association with all faiths. Fairsand festivals held in the State every year attract thousands of people from all parts of thecountry.

The State has lot to offer to the tourists such as hill stations, jungle treks, angling in rivers,shoot with the camera in the wildlife sanctuaries, places of worship for different faiths, andother places of historical and mythological importance. Brief description of the importantplaces in the project influence are as given below:

AgraAgra is the headquarters of Agra District. It is home to the Taj Mahal. To many, Agra is acentre of pilgrimage, being the birth-place of Mizra Ghalib, Urdu's greatest poet, and ofAftab-i-Musiqui Ustad Fayaz Khan, a leading light of the Agra Gharana of classical music.A pleasant town with a comparatively slow pace, Agra is known for its superb inlay workon marble and soapstone by craftsmen who are descendants of those who workedunder the Mughals. Other places of interest in Agra are Itmad-ud-Daulah's Tomb,Radhaswamy Samadhi, Dayalbagh, Jama Masjid, Mariyam's Tomb, Chini-ka-Roza andRam Bagh.

AligarhAligarh is the headquarters of Aligarh district, formerly known as Koil, this was the site of animportant fort. The ancient city of Koil has traces of Buddhist and Hindu temples of greatantiquity. A famous Muslim University, Fort and Mosque are located here. The place is ofhistoric importance as the Aligarh movement for the betterment of the communitycaught in difficulties after the 1857 Revolt, was started here by the Muslim leaders. It is also

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an important centre for handicrafts and metalware, especially locks. The nearest airportto Aligarh is at Agra. It is also easily accessible by rail and road from any part of the State.

Mathura

Mathura is the headquarters of Mathura district. Mathura's history dates back to 600 BCand archaeological remains have testified its importance. The earliest sculptural art ofIndia, which is Buddhist, emerged in this region. The places of interest include Shri KrishnaJanmbhoomi, Ghats, Jama Masjid, Kans Quila, Gila Mandir, etc. The nearest airport toMathura is Agra. It is also easily accessible by rail and road from any part of the State. Thetourist places in Mathura district are Vrindavan, Gokul, Mahuvan, Barsana andNandgaon.

3.5.2 Land requirement

The total land required for Yamuna Expressway is estimated at 2066 hectares (5106 acres)as detailed hereunder:

Land for Linear Ali• nment

S. No. Chainage Length (km) District Area(Hectares) (Acres)

1 000.00 to 041.44 41.44 Gautam Budh Nagar 394.59 975.032 041.44 to 059.64 18.20 Aligarh 182.38 450.663 059.64 to 140.92 & 83.86 Mathura 823.57 2035.04

145.42 to 148.004 140.92 to 145.42 4.50 Hathras 44.63 110.285 148.00 to 165.53 17.53 Agra 170.03 420.14

Total 165.53 1615.00 3991.00

Land for other facilities like interchanges, toll plazas, fuel stations, parking area has beenestimated at approx 753 acres.

3.5.3 Characteristics of the area

TopographyThe study area is situated between Latitude 270 00' N to 280 30' N and Longitude 770 30' Eto 780 15' E. The elevation ranges from 160 m to 205 m above mean sea level (msl). Thealignment is covered in several topographical maps of Survey of India, at 1:250,000 scale,1:50,000 scale and 1:25,000 scale.

SlopeThe minimum elevation along the alignment is 160 m, and the maximum is 205 m abovemsl. The topography of the area is considered to be flat. The land surface on the easternside of the ridge slopes towards the river Yamuna with a general gradient of about 3.5 mper km. The Yamuna River has an average gradient of about 1 to 6000 from north tosouth. The slope along the proposed alignment is less than 4%. It implies that the land isbest suited to design the expressway, as cutting and fillings required will be minimum.

Hydrology and water tableThe project road alignment is in the catchment area of Yamuna river and passes throughthe high run-off area. A large area along river Yamuna gets inundated due to floodsdespite earthen bunds existing at select locations. The general ground water table isaround 170 to 180 mts above msl in the project influence area underlain by discontinuousaquifers in porous formations. The general direction of flow of ground water is NW to SE.The potential of ground water yield varies from 1 to 10 litres/sec.

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DistrictRainfall (mm) Temp 0C

Aligarh 902 855 28.0 2.0Mathura 820 867 45.4 1.4Agra 951 1004 46.2 0.5



RainfallThe average rainfall along the alignment is 900-1000 mm/year. About 80% of the totalrainfall occurs in July, August and September months with peak rainfall in July month. Thetable below shows the rainfall and temperature in the region along the alignment.

GeologyThe entire area is composed of alluvium of the Ganga plain with small patches ofDolomite/ Alwar group of rocks. The Kanker and Nudular limestone are common alongthe Yamnua ravines. Water in the wells is blackish in nature with 52% salinity. The majorityof the area along the alignment is covered by unconsolidated sedimentary rock mainlycomposed of alluvium. The vast alluvial and sandy tracts of recent to sub-recent ageoccupy the greater part of the Gurgaon district and south of Delhi.

IndustriesMajority of industries in the project area are agro-based. Other industries are textile-based, live stocks-based, mineral-based and chemical-based. There is major oil refinery atMathura, sugar mill at Chhata in addition to leather industry at Mathura and Agra andcotton prints at Mathura. There are cottage industries at Nohjhil and Mat andmiscellaneous at Raya.

3.5.4 Expressway AlignmentThe Expressway is located at the western boundary of the State of Uttar Pradesh. It passesthrough districts, Gautam Buddh Nagar, Aligarh, Mathura and Agra of the State UttarPradesh. The Expressway is 165.537 Km long. The alignment of the Expressway between itsjunctions with Greater Noida (Km 0) and NH-2 at Agra (Km 165.537) road has beenpresently determined on the basis of strip survey from Km 0 to Km 165.537. The Expresswaycorridor passes through the plains of Yamuna river basin comprising alluvium deposits. Itruns almost parallel to Yamuna river and goes closer at a few locations. There is no majorriver crossing the proposed Project Corridor. A large network of Canals and its branchesexist in the project influence area. The Expressway crosses the Canal distributaries / Canalbranches, Canal field channels and Canal escapes at number of places.

The Expressway crosses NH-93, various State Highways, MDRs, ODRs and a large numberof village roads. The Expressway passes through predominantly agro-based region,number of villages exist along the corridor. Their connectivity is mostly through villagetracks. However, there is always a requirement to maintain integrity of the region andmovement of carts, local pedestrians and local village operation which result in designinga number of pedestrian or cart track crossings to retain the integrity and agricultural baseof the region.

The Project of Yamuna Expressway entails development of commercial, business andindustrial activities all along the corridor in a phased manner, more so with the opening ofthe Expressway. Gautam Buddh Nagar University, Economic Zone, IT City Centre and anumber of commercial complexes are already in the planning stage in the initial portionstarting from Noida in Gautam Buddh Nagar. An international airport is also plannedaround Km 33-35 along the expressway from zero point in Greater Noida. The

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development of Formula One track, the first of its kind in India, has already started nearDankaur which is 10 km from zero point in Greater Noida.

Sections of the CorridorIn view of the varying characteristics of the Project Corridor, it has been divided intofollowing sections:

Section

1

Location (Km)Greater Noida - Taj International Hub Airport

2 Taj International Hub Airport/TEZ - Tappal3 Tappal - Nohjhil4 Nohjhil - Raya5 Raya - Etmadpur

Greater Noida - Taj International Hub AirportThis section will have a large number of developmental activities including educationalinstitutions, commercial complexes, residential areas, international airport, businessdevelopment, etc. Presently it is an agro-based area, which will be transformed into amodern developed region as it has lot of potential as well as plans which are likely tocome up. In view of this, the Project Corridor from Noida to TEZ/Taj International HubAirport (Km 0 to 35) is likely to get urbanized. It is proposed to plan this part of the corridorin such a way that it can sustain high-density habitation and requirements of thedevelopmental activities.

Taj International Hub Airport - TappalThis is a predominantly agro base region. The region has a network of local village tracksand irrigation canals. This also includes MDR-70 (from Jewar to Khurja), which is crossing atKm 37.7. The major crossing is at Tappal through SH 22 A (Tappal to Khair). The roadalignment is straight.

Tappal - NohjhilThis is a predominantly agro-based region. The region has predominated network of localvillage tracks and irrigation canal network. The major crossing is at Nohjhil through MDR139, which goes towards Gaumat, Khair and Aligarh. There is a good network of localroads like ODR, VRs and village tracks. In order to maintain basic culture of this region ithas been planned to have inter-village connectivity as an important factor. Since thereare a large number of tracks, these have been clubbed together through links roads orservice tracks to facilitate villagers.

Nohjhil - RayaThis section is more or less having the same agricultural base and village habitation asthat of Jewar-Nohjhil. In the design of structures and the corridor, this is more or less thesame as that of Jewar-Nohjhil where inter-connectivity of the villages has beenpredominant. On the physical front, there is a big Nalla (stream), which flows along thecorridor in the region at and around Km75. The alignment of the corridor has beenadjusted in such a manner that it avoids re-crossings of this Nalla (stream). However,necessary protection will form part of the engineering design.

This sector passes nearer to the important towns Surir, Mat and Raya. The corridor is kepton the western side of these towns where the local habitation is scanty and the corridorwill not affect inhabitant area. At location Km110, the corridor crosses SH-33, Pilbhit-Bareilly-Mathura, Bharatpur, which is an important State Highway giving vast coverage.Railway track passes parallel to and very close to SH-33 from Mathura, known as North-

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Eastern Main Line - Kanpur-Acchut Meter gauge railway line and crosses the Expresswaycorridor at Km 109.50 near Raya.

(v) Raya -EtmadpurThis section of the corridor passes through area which is a mixed part of the village baseand urban area. It passes close to important places like Gokul, Baldev and Khandauli. Itcrosses NH-93 at Agra Sadabad Road. This section is potential to get developed andurbanised with lot of developmental activities likely to get generated on the creation ofthe corridor of Yamuna Expressway.

3.5.5 Details around the proposed alignment

Railway lineNorth-Eastern Railway main line, Kanpur Achhnera Section Metre Gauge railway linerunning parallel to SH-33 crosses the Yamuna Expressway at Km 109.50 near Raya(Dudadhori).

Catchment area of Yamuna and NallaThe Yamuna Expressway runs almost parallel to the Yamuna River and comes closer at afew locations. A large number of Nallas in the catchment area of Yamuna River cross theYamuna Expressway.

Canal pattern networkThe economy of the state and the influence area of the project corridor arepredominantly agro-based. A large network of canals, rivers and distributaries exist in theproject influence area, which cross the Yamuna Expressway.

Major road crossingsThe Yamuna Expressway takes off from Noida to Greater Noida Expressway from Km 23.00towards right and joins NH-2 at Etmadpur near Agra. En-route the Yamuna Expresswaycrosses NH-93, various SHs, MDRs, ODRs and a large number of village roads. The majorroad crossings in the Yamuna Expressway are enumerated below:

Approximate LocationKm - 36.3

Road CrossingODR Jewar to Sikanderabad

Km - 37.6 MDR Jewar to KhurjaKm - 48.2 SH-22A Tappal to AligarhKm - 67.3 MDR 139 Naujhil to KhairKm - 80 MDR 123 Surir to SultanpurKm - 89 MDR 123 Surir to Mat

Km - 100 MDR 123 Mat to RayaKm - 109 SH-33 Mathura to HathrasKm - 123 MDR 102 Mathura to Soda bad

Km - 153.4 NH-93 Agra to AligarhKm - 159 MDR Agra to Jalesar

Km - 165.537 NH2 Etmadpur

3.5.6 Project scope

3.5.6.1 Pre-construction activitiesLand AcquisitionThe land required for the Expressway shall be provided by YEA to the Concessionaire, inwidth of 100 meters along the alignment of the Yamuna Expressway with additional land

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width, where required, for development of other facilities like Toll Plazas etc. The landwould be leased, free from all encumbrances, for a period starting from the date oftransfer till the end of the Concession Period through a lease deed. The sole premium ofthe transferred land would be equivalent to the acquisition cost plus a lease rent of Rs 100per hectare per year.

A brief status of land acquired for the Expressway and Interchanges as on March 310,2009 is as under:

Required Acquired by JIL Amount Total amount(In Acres) (In Acres) required to already paid

be paid to YEAExpressway 3991 3991

Rs. 900 crores Rs. 831 croresInterchanges 753 41

Total 4744 4032

Utility Shifting and Removal of TreesThe Concessionaire shall be actively involved to complete this task. The cost of the sameshall be borne by JIL.

Encroachment RemovalThe Concessionaire at its own cost shall remove encroachments. YEA shall provideadministrative support to maintain law & order.

Clearances to be obtainedThe Concessionaire shall obtain all necessary clearances required for implementing theproject from the concerned authorities. YEA shall provide support in this regard.

3.5.6.2 Scope of Construction WorkThe Concessionaire, as per the requirement of the CA, has submitted a DPR to YEA forapproval in the year 2003 and the alignment was approved. Thereafter, theConcessionaire had submitted a revised DPR to YEA after factoring in the impact of thechanges in the study area since the date of execution of the CA.

Brief details of the main items included in scope of work as per the approved DPR aregiven below:

(a) Cross SectionRight of Way (ROW)The ROW is 100 m. However, for improvement of existing junctions, interchanges, roadside facilities, toll plaza etc, design envisaged to be are as per functional requirement.

Roadway DetailsNumber of Lanes and Lane Width The Expressway is designed as a dual carriageway with three lanes on each sidewith provision for future extension to four lanes on either side. The width of eachcarriageway of three lanes is 11.25 m. Additional lanes when provided will be of3.75 m width.

Central MedianThe width of the central median, reckoned between the edges of the Carriagewayis 6 m. and will be curbed on edges. The median shall be planted with suitableshrubs. Suitable arrangement for draining the median shall also be made.

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Edge StripsThe edge strips on the median side shall be 0.70 m wide and on the shoulder side itshall be 0.50 m wide.

Hard ShoulderKeeping in view the 8-laning of the road in future and avoiding the longitudinal jointin rigid pavement, it is proposed to provide a 3.25m wide paved shoulder so that forfuture extension to eight lanes, the paved shoulder along with the edge strip of 0.5mwill form the extra lane.

Earthen ShoulderThe Earthen shoulder at the extreme edge of the roadway shall be minimum 1.5 mwide in the line with the Ministry Guidelines. However keeping in view the futureextension (to 4 lanes), the earthen shoulder has been kept as 5.1m including 2.8mwidth for future extension and 2.3m width for accommodating earthen shoulder,surface drain and crash barrier.

Total Road Width Total roadway width shall be 47.6 m.

(vii) Cross-slopeEach carriageway and paved shoulder shall have single one- sided cross slope of2.00 per cent. Earthen shoulder shall have a slope of 3.0 %.

(b) PavementThe proposed Yamuna Expressway has been designed as a Cement Concrete Pavement.The cement concrete pavement has been considered in view of the recentdevelopments in the design methodology, which takes into account the fatigue behaviorof cement concrete and also the availability and use of mechanized constructionequipment for quality control.

Studies have indicated that though the initial cost of Cement Concrete Pavement isapproximately 50 percent higher but the maintenance cost of flexible pavement is fourtimes. In addition to above few more points in favor of cement concrete pavementsindicate their suitability as compared to flexible pavements:

It is possible to design a mix for high strength cement concrete whereas bituminouspavements have the limitations that bituminous mixes with very high stability are notdesirable due to the requirement of minimum voids.The design thickness of cement concrete pavements is marginally affected by thestrength characteristics of the underlying base/sub-base layers and the sub-grade asthe load carrying capacity and stresses in cement concrete pavements are governedby their flexural strength, a parameter which can be carefully controlled at site, therole played by the underlying base/sub-base and sub-grade is to provide a uniformsub-grade support.Concrete pavements exhibit superior performance under moist and/or submergedconditions whereas flexible pavements show a higher degree ofdeformations/deterioration and warrant the need for frequent repairs andmaintenance.Concrete pavements offer several obvious advantages such as their durability andalmost maintenance free performance.

(c) Service RoadsFacility is also designed to cater for local commuters This road network of service roads iscate orized as under:

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Service road with carriageway 7.00 m: These are for likely urbanized area (selective).Service road with carriageway 5.5 m: These are for village tracks connectivity(selective) and to optimize the number of crossings.The total length of service roads approximate to 168 Km

The envisa ged service roads are as listed below:

S.No.Chainage Km

From ToRemarks

1_ 0.000 13.600 Both side2 23.170 37.650 One side3 38.420 43.850 Both side4 47.730 64.190 One side5 74.240 74.980 Both side6 76.400 76.500 One side7 78.470 83.500 Both side8 89.230 94.200 One side9 97.810 106.420 Both side10 118.380 118.600 One side11 121.600 136.600 Both side12 140.360 141.170 One side13 148.320 165.500 Both side

(d) StructuresVehicular underpassThe project envisages construction of 39 Vehicular Underpasses of width ranging from 10m to 20 m.

Pedestrian/Cart/Cattle UnderpassesThe project envisages construction of 64 Pedestrian/Cart/Cattle Underpasses betweenkm 2.910 to km 164.171.

Interchangesg locations:Interchan•es listed below have been •ro•osed at the followin

S. No Name of Interchange Location (Km)01 Noida Zero point02 Taj International Hub Airport / TEZ 36.18003 Tappal 48.03004 Raya 109.04005 Crossing with NH93 153.24006 Crossing with NH2 165.537

Cross Drainage Structures (Bridges, Canal Crossings & Culverts),The Expressway crosses Streams, Nallas and also Canals, Canal branches and Canalescapes at various locations. These have been designed and placed in the followingcategories:

Bridges 41 minor bridges are envisaged along the Yamuna Expressway.

Canal CrossingThe Expressway envisages construction of a 24 canal crossings as the corridor passesthrough agro-based region. The canal crossings are categorised as under:

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Canal with service trackCanal without service tracksField Channels (minor crossings)

Culverts Around 198 culverts are envisaged along the Expressway between chainage km 0.300 tokm 164.650. All the culverts are proposed to be of Box type with span ranging between2m to 6m.

Road DrainageThe Expressway is in the catchment area of the river Yamuna. Being close to riverYamuna, the rainwater would drain into the river.

Pavement Cross Slope / CamberFor quick dispersal of precipitation on road surface it has been so planned that watertravels the least distance. However, steep cross slope is objectionable from trafficcomfort consideration. Thus, a judicious balance has been kept between two conflictingrequirements. A unidirectional camber of 2.0% away from the median on the maincarriageway has been provided. The Valley curves being quite flat will be self drainingdue to cross slope.

Median Drainage The medians are proposed to be turfed for drainage across the pavement. At curves, theouter carriageway is sloping towards median; the surface run off shall drain on to theadjoining carriageway through the median.

Drainage of High EmbankmentIn high embankment locations it has been proposed that water would be collectedthrough kerb channels and brought down through chutes at 10 m distance.

Drainage over surfaceAll surface water from carriageway and service road is proposed to be initially collectedin roadside drains. The open drains would then carry water to the nearest cross drainagestructure i.e. bridge/culvert.

Drainage at intersections At grade separators, discharge at intersection would be taken to a manhole at the edgeof the road. This upstream manhole is proposed to be connected to a downstreammanhole with NP-4 Hume pipe acting ,as an inverted siphon to drain out the water to thedownstream roadside drain.

Super elevated Portion The water in the super elevated portion would pass through the drain provided in themedian at regular interval and meets the other side drain of carriageway.

Sub Surface Drainage The sub surface discharge into the drains has been considered 0.8m below road surface.The top 0.8 m of the drain is proposed to be provided with weep holes. The manholescomprising pipes are envisaged so that the water collected in the sub grade due topercolation, etc. drains into storm water drains.

Surface water run offSurface water drainage is meant to remove the water from carriageway / service roadswhere it would be harmful to users and lead to deterioration of pavement. Flowing water

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can also cause damage while flowing down the shoulders and side slopes. The flow cancause erosion and siltation.

(e) Road Signs and Markings

Route Marker Signs The design, location, materials, definitions plate, route marker assembly at junctions withnumbered routes, colour of back sign of post and inscription are proposed to be as perIRC-2 : 1968.

Type design for Kilometer stonesThe design, materials, script and sequence of inscription; size, shape and spacing ofletters / numerals, colour, background, inscription and placement of 200m Stone areproposed to be as per IRC- 26 and kilometer and 5 kilometer stone shall be done as perIRC:8 - 1980.

Road Signs and Post: The methodology to be followed in the use, sitting with respect to carriageway,orientation, materials, ports, mountings, colors sizes, letters etc. are proposed to be as perIRC:67-2001.

Road MarkingRoad Markings perform important functions of guiding and controlling traffic on anExpressway. The markings serve as a psychological barrier and signify the delineation oftraffic hazards for safe movement of traffic. Road markings channelise, ensure smoothand orderly flow of traffic. The materials, colour, size etc of road marking shall areproposed to be as per IRC : 35-1997.

Overhead Sign Board Overhead Sign Board with reflectorised paint on the panels is proposed to be provided asper international practice.

( 1 ) Street Furniture

A modern Expressway facility requires a number of items of street furniture. The provisionsof these shall be made on the basis of recent Guidelines evolved under the Ministry ofRoad Transport & Highway's Research Project R-63 : "Development of Aesthetic Design forRoad side Furniture'. The provision of these considerations would ensure that:

The designs are aesthetically pleasing and blending with the surroundingenvironment;They are utilitarian;They also do not intrude into the overall appearance of the facility;The materials and specifications adopted are of a high quality so that theirmaintenance is minimum;They enhance the safety of travel

These ore listed below:Traffic Safety BarriersRoadside RailingsStreet Light PolesTraffic Sign Posts

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( g )

Yamuna Expressway Facilities

Toll Plaza (5 Nos.)

Five Toll Plazas are proposed along the Expressway at locations as detailed below:

Plaza Section KmI Between Noida & Zero point on

Noida-Greater Noida Expressway-2.40

II Zero point to 47 Kms 7.20 to 9.25III Zero point to 47 Kms 40.50 to 42.55IV 47 Kms to 110 Kms 98.00 to 99.65V 110 Kms to 165.537 Kms 149.50 to 151.15

Rest Area The rest areas shall provide the user with an opportunity to halt in an atmosphere, whichaffords a distinct change from the monotony of expressway driving. The rest areas areproposed to be provided with acceleration and deceleration lanes, water supply,sanitary facilities and wastewater drainage, road signs and markings.

The rest area are proposed with separate parking zones for passenger cars and for heavyvehicles and buses; these areas shall be provided with benches, tables, shelters, kingfountains, maps with tourism information set up so as to require only intermittent externalsupervision, with a small coffee shop, a public telephone, an electric power hook-up andlighting system

Roadside Facility The road side facility areas are proposed to include fuel, lubricants and mechanicalassistance, rest, refreshment and toilet facilities, overnight accommodations for users, plusshops and tourism services. The combination of services offered at this facility woulddepend on the overall Yamuna Expressway plan for the relevant section of theexpressway.

The main combinations are as follows:Fuel station + coffee shop or stalls;Fuel station + restaurant + workshop + stalls;

c) Fuel station + restaurant + motel + workshop + stalls

Plantation 8 LandscapingPlantation along the Expressway is very important element of the Project Facilities and itprovides clear, pleasant and aesthetic environment to the road users. The plantationoffers protection and shade to the road. Planting shrubs and turf on slopes saves theembankment from erosion and settlement. The trees absorb unwanted gases and giveout oxygen and thus act as lungs of the corridor. The trees are an effective check on dustingress too. The dense foliage shrubs planted on the median act as antiglare screen forthe traffic plying in the opposite directions at night. Planning of appropriate plantationand landscaping are essential exercises in protecting the environment of the projectcorridor.

The scope of plantation activity would include planting of trees and ground cover ofappropriate variety at locations such as surplus road on ROW and median strip, soddingand planting the earthen areas of the Expressway sides and afforestation. Landscapingwould be carried out as per IRC standards and MOSRTH specifications.

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3.6 Real Estate DevelopmentJIL is entitled to 2500 hectares of land at five locations along the Expressway for realestate development. The said land shall be leased to JIL and JIL can develop the land interms with the provisions of the CA. The details of the various land parcels are as under:• Site - 1: 500 Hectare (1235 acres) in Noida at about 6 Km on the existing

Expressway from Noida end.• Site - 2: 500 Hectare (1235 acres) in Dankaur at about 8 to 11 Km of proposed

Yamuna Expressway.• Site - 3: 500 Hectare (1235 acres) between Dankaur and proposed Taj Economic

Zone (TEZ), at about 15 to 18 Km of proposed Yamuna Expressway.• Site - 4: 500 Hectare (1235 acres) on both sides between proposed Taj

International Airport Hub and Tappal, at about 42 to 46 Km of proposedYamuna Expressway.

• Site - 5: 500 Hectare (1235 acres) on both sides of proposed Yamuna Expressway,at about 158 to 165 Km of proposed Yamuna Expressway

S.No.

1.

Status of land

Location

Noida

ac•uisition

District

GautamBudh Nagar

is as under:Area

(in Acres)

1235Acres

Status of Land Acquisition

1150 acres already leased to JIL/JAL,Status of balance 39 acres of land:Proposals have been prepared by NOIDA and sent to DM. G.B. Nagar fortaking necessary action including promulgation of notice under section4/17 of Land Acquisition Act.11 acres of land under resumption35 acres of land yet to be identified.

2. Dankaur GautamBudh Nagar

1235Acres

Area identified along the Yamuna Expressway near village Dankaur.Engineering survey completed and revenue maps prepared.300 acres - promulgation of notification u/s 6/17 of Land Acquisition Act.935 acres - promulgation of notification u/s 4/17 of Land Acquisition Act.

3. Mirzapur GautamBudh Nagar

1 235Acres

Area identified along the Yamuna Expressway near village Mirzapur.Engineering survey completed and revenue maps prepared.1235 acres - promulgation of notification u/s 4/17 of Land Acquisition Act.

4. Tappal Aligarh 1235Acres

Area identified along the Yamuna Expressway near village Tappal.Engineering survey completed and revenue maps prepared.1235 acres - promulgation of notification u/s 4/17 of Land Acquisition Act.

5. Agra Agra 1235Acres

Area identified along the Yamuna Expressway on NH-2 in Agra.Engineering survey completed and revenue maps prepared.1235 acres - promulgation of notification u/s 4/17 of Land Acquisition Act.

Company has already started making payment for the land acquisition to YEA. Status ofpayments made is as follows:

Rs. in crores

S.No. Location Amount paid Balance Amount Total

1 Noida 336 38 374

2 Dankaur 56 384 440

3 Mirzapur 68 372 440

4 Tappal 39 191 230

5 Agra 40 195 235

Total 539 1180 1719

As on 31 st March 2009, JIL has received consideration aggregating Rs 555.23 crore as realestate proceeds.

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4. CONTRACTUAL DOCUMENTS4.1 Concession Agreement(a) The concession grants JIL the right to:

Develop, design, engineer, finance, procure and construct the YamunaExpressway;Upon completion of the Expressway and during the Concession Period, manage,operate & maintain the Expressway and regulate the use thereof by third parties;Demand, manage and collect appropriate Fees from vehicles and persons liableto payment of Fees for using the Yamuna Expressway or any part thereof andrefuse entry of any vehicle to the Yamuna Expressway if the due Fees is not paid;The Concessionaire shall be granted, by YEA, rights for land development of 2500hectares of land along the proposed Yamuna Expressway for commercial,amusement, industrial, institutional and residential development. The land for thepurpose of development is being provided by YEA along the Yamuna Expresswayat five or more locations. The aforesaid land for development shall be in additionto the land for construction of Yamuna Expressway;YEA shall grant leave and license to the Concessionaire to use the expresswaybetween Noida Toll Bridge and Greater Noida, already constructed and openedfor general public by GOUP. The Concessionaire shall be entitled to collect andretain the fee from the users of the expressway between Noida and GreaterNoida during the term of the Concession Agreement;

The concession period for the project is thirty-six years (36 years) from the COD. Theconstruction period as per the executed CA is 7 years from the date of the CA, withprovision for extension. Since the Project has been delayed due to delay in landacquisition, JIL approached YEA for extension of the construction period and the samehas been extended upto April 2013. This instant appraisal assumes a construction periodof 39 months ending on 31 0 march 2011. JIL shall have the right to toll the traffic as soon asit receives Completion or the Substantial Provisional Completion Certificate from YEA.

(b) Land details and handing over scheduleLand for Yamuna ExpresswayThe Yamuna Expressway, in terms with the CA, has been contemplated to be developedin three phases as under:

Phase DescriptionPhase 1 Expressway stretch between Greater Noida and the proposed Taj

International Airport.Phase 2 Expressway stretch between the proposed Taj International Airport and an

intermediate destination between the proposed Taj International Airport andAgra as may be mutually agreed between the Parties.

Phase 3 Expressway stretch between the aforesaid intermediate destination and Agra.

In accordance with the envisaged Phases, the land for the Yamuna Expressway would bereleased as per the following stages:

Stage RemarksStage-1 Land for Phase 1 of the Yamuna Expressway within 6 months of finalization of

Alignment of the Yamuna Expressway.Stage-2 Land for Phase 2 of the Yamuna Expressway within 12 months of finalisation of

Alignment of the Yamuna Expressway.Stage-3 Land for Phase 3 of the Yamuna Expressway within 18 months of finalisation of

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The land shall be leased for a period starting from the date of transfer till the end of theConcession Period through mutually agreed lease deed. The land shall be transferred tothe Concessionaire free from any encumbrance.

The sole premium of the transferred land shall be equivalent to the acquisition cost plus alease rent of Rs 100 per hectare per year. The acquisition cost shall be the actualcompensation paid to the landowners without any additional charge. The lease rent shallbe paid by the Concessionaire to YEA on an annual basis. The status of land leased to JILby YEA has already been enumerated earlier.

Land for developmentLand for development shall be released in the following three stages:

StageStage 1

Remarks10% land (250 hectares) would be made available after the Concessionairemakes financial arrangement for Phase 1 to the satisfaction of YEA

Stage 2 10% land (250 hectares) would be made available within 6 months of Stage 1,provided the Concessionaire:

Finalizes the DPRCommences construction of Phase 1Makes financial arrangement for Phase 2 to the satisfaction of YEA

Stage 3 Balance 80% land (2000 hectares) for development would be made availablewithin 12 months of Stage 1, provided:

YEA accepts the DPR study prepared by the Concessionaire.YEA is satisfied with the physical progress of Phase 1 and Phase 2.Concessionaire makes financial arrangement for Phase 3 to thesatisfaction of YEA.

The land shall be transferred to the Concessionaire free from all encumbrances on thefollowing terms and conditions:

The land shall be transferred though mutually acceptable lease deed for a period of90 years;The land to be transferred would be as per the request of the Concessionaire andsubject to availability, in such a manner that the Concessionaire is able to achieve aminimum Floor Area Ratio (FAR) of 1.50. If due to local by laws or other statutoryprovisions, it is not possible for the Concessionaire to achieve a FAR of 1.50, then YEAshall evolve suitable mechanism so as to enable the Concessionaire to achieve a FARof 1.50:The sole premium of the transferred land shall be equivalent to the acquisition costplus a lease rent of Rs 100 per hectare per year. The acquisition cost shall be theactual compensation paid to the landowners without any additional charge. Thelease rent shall be payable annually for 90 years from the date of transfer of the land;The Concessionaire shall be entitled to further sub-lease developed/undevelopedland to sub-lessees /end-users in its sole discretion without any further consent orapproval or payment of any charges / fee etc. to YEA or any other relevant authority;After sub-lease of part of the land by the Concessionaire, the same can betransferred / assigned without requiring any consent or approval of or payment of anyadditional charges, transfer fee, premium etc. to YEA or any other relevant authorityand/or there can be subsequent multiple sub-leases of the land in smaller parts. Thelease rent of the respective sub-leased portion of land shall be paid by the sub-lessees/ transferees to YEA directly on pro-rata basis (g) Rs. 100 per hectare per year. TheConcessionaire shall pay the lease rent for the land remaining in its possession;

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Each sub-lease and /or transfer after execution thereof shall be notified by thetransferor or the transferee or the sub-lessor / sub-leassee to YEA and till such time it isso notified the transferor / sub-lessor shall remain jointly and severally liable alongwiththe transferee / sub-lessee for payment of lease rent to YEA;The Concessionaire shall be free to decide the purpose for which the transferred landwill be used viz. commercial, amusement, industrial, institutional, residential etc. Theland use shall however be as per the applicable Master Plan and other regulations;

The status of land leased to JIL by YEA has already been enumerated in the previouschapter.

(c) Main Obligations of JILDesign, engineer, procure, construct, finance, complete and maintain the Projecton BOT basis in accordance with the provisions of the CA;Make necessary and appropriate financial arrangements for implementation ofdifferent phases of the Yamuna Expressway project;Obtain necessary approvals / clearances;Make its own arrangement for quarrying, observe and fulfill the environmental andother requirements under Applicable Laws and Applicable Permits at its own costand expense;Be responsible for soundness and durability of the Expressway ;

(d) Main Obligations of YEAProvide to the Concessionaire the Site and the right of way and access to the Site,free from Encumbrance and permit peaceful use of the site by the Concessionaireunder and in accordance with the provisions of the CA;Assist and provide support to JIL in obtaining Applicable Permits;Enable access to vacant site free from all encumbrances;Assist the Concessionaire in obtaining access to all necessary infrastructurefacilities and utilities;Ensure that external development comprising among others electricity supply,water supply, drainage arrangements etc. in relation to land already developedin Noida and Greater Noida is completed by YEA without any cost to theConcessionaire;Undertake external development of undeveloped land or assist theConcessionaire in getting the external development done through otherauthorities;Ensure that the expressway between Noida Toll Bridge and Greater Noida iscompleted in all respect by Noida/ Greater Noida Authority and transferred byNoida/Greater Noida Authority to YEA and handed over to the Concessionairebefore COD;

(e) Project Development & OperationsUse and Development of the SiteYEA grants to the Concessionaire during the Construction Period and the ConcessionPeriod the right to enter upon the Site to survey, design, procure, construct, operate andmaintain the Yamuna Expressway including other facilities in accordance with theprovisions of the CA.

Monitoring and Supervision of Construction In terms of the provisions of the CA, the Concessionaire is required to submit to YEAmonthly progress reports of actual progress of the works on the Yamuna Expressway. YEAor its representatives are entitled to inspect the works and may issue inspection reports.

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The Concessionaire is required to take prompt remedial action in case such reports of YEApoint out any deficiencies.

Completion The execution of the Yamuna Expressway shall be deemed to be complete and can beopened for traffic on issuance of Completion Certificate or Substantial CompletionCertificate. YEA shall issue the Completion Certificate or Substantial CompletionCertificate, as the case may be, after the Concessionaire as per the direction of YEA hascarried out Tests. The relevant Tests would be undertaken in accordance with relevant I.S.Code / Standard Practices.

Operation and MaintenanceThe Concessionaire shall operate and maintain the Yamuna Expressway by it self orthrough Operation and Maintenance Contractors (O&M Contractors) and if requiredrepair or otherwise make improvements to the Yamuna Expressway to comply withspecifications and standards and other requirements set for the in the CA. Further, theConcessionaire is required to:

Permit safe, smooth and reasonably uninterrupted flow of traffic during normaloperating conditions;Charge, collect and retain the Fees in accordance with the provisions of the CA;Minimize disruption to traffic in the event of accidents or other incidents affecting thesafety and use of the Yamuna Expressway by providing rapid and effective responseand maintaining liaison procedures with emergency services;Undertaking routine maintenance including prompt repairs of pot holes, cracks, joints,drains, lighting and signage;Undertake major maintenance such as resurfacing of pavements, repairs andrefurbishment of tolling systems and hardware and other equipment;Carry out periodic preventive maintenance to the Yamuna Expressway, includingtolling system;

g. Adhere to safety requirement.

(f) Other Important Provisions

The CA provides that YEA, COUP or any other government organization or local body,shall not construct and operate either itself or have the same, interalia, built andoperated on BOT basis or otherwise, any expressway or other road between, interalia,Noida and Agra "Competing Road Facility" without mutual agreement of YEA andthe Concessionaire, if construction of such a facility in anyway, is likely to adverselyaffects the revenue of the Concessionaire.

In case a Competing Road Facility is provided and it is found by the Concessionairethat it is adversely affecting the revenue of the Concessionaire, then the CA providesfor extension of the Concession Period so as to place the Concessionaire in the samefinancial position as it would have occurred had there been no Competing RoadFacility.

CA entitles the Concessionaire to transfer or handing over of possession of land givenby YEA to the Concessionaire for development, either in part or in full, by executinglicense / lease deed / sub-lease deed / or any document, as may be appropriateand required for development of said land.



• CA entitles the Concessionaire to mortgage, pledge or hypothecate the land fordevelopment and Yamuna Expressway and the assets created thereon to theFinancial Institutions and other lenders for financial assistance;

(g) Force MajeureThe Force Majeure (FM) events under the concession are classified into three categoriesviz. Non-political FM events, political FM events and indirect Political FM events. Theconcession further provides for following payments for termination due to JIL under the FMevents:

Termination Payment under various Force Majeure events

FM Events Event Termination PaymentActs of God or events beyond thereasonable control, exceptionallyadverse weather conditions,lightning, earthquake, cyclone,flood, volcanic eruption or fire orlandslide,Radioactive contamination orionizing radiation,Strikes or boycotts,Inability of the Contractor to fulfill itsobligations due of any Non-PoliticalEvent,

Non-political

e. Any judgment of a competentjurisdiction or statutory authority inIndia made against theConcessionaire for reasons otherthan failure of the Concessionaire tocomply with the provisions of theCA, etc.

IndirectPolitical

a. An act of war, invasion,conflict or act of foreignblockade, embargo,insurrection, terrorist oraction,

armedenemy,

riot,military

Civil commotion or politicallymotivated sabotage which preventscollection of Fees,Industry wide or state wide or Indiawide strikes or industrial action whichprevent collection of Fees

d. Any public agitation which preventscollection of Fees

In respect of land for development:The rights of the Concessionaire inrelation to the land for development tothe extent such land has beentransferred to the Concessionaire shallnot be affected and shall survive.However, subject to the foregoing, theConcessionaire shall not be entitled toany further land for development afterTermination of the CA.The Concessionaire shall have theoption to return to YEA, part or full landalready transferred by YEA to theConcessionaire. Should theConcessionaire opt to return to YEA anysuch land (either in part or in full), YEAshall pay to the Concessionaire:

Acquisition cost of the land paid bythe Concessionaire;All the development costs, includingbut not limited to the cost ofdevelopment of land, construction ofbuildings and roads, and otherfacilities;All the incidental costs includingliabilities created on

theConcessionaire on account of theTermination of the CA;

iv. Financing cost including interest @ SBIPLR plus two percent on the costsunder (i), (ii) & (iii) above.

c) YEA shall also be responsible and liable

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Termination PaymentFM Events LventPolitical Change in Law,

Expropriation or compulsoryacquisition by any GovernmentalAgency of any Project Assets orrights of JIL or of the Contractors; or

c. Unlawful or unauthorized or withoutjurisdiction revocation of, or refusalto renew or grant without validcause any consent or approvalrequired by JIL.

to refund all payments us may be havebeen made by the Concessionairetowards such land for acquisition whichis not transferred to the Concessionaire.

In respect of Yamuna ExpresswayThe land for Yamuna Expressway along withthe construction done on this land shall betransferred by the Concessionaire to YEAand YEA shall pay to the Concessionaire:

Acquisition cost of the land paid by theConcessionaire;All development costs, including but notlimited to the cost of development ofland, cost of works executed on theland and cost of other facilities;All incidental costs including liabilitiescreated on the Concessionaire onaccount of the Termination of the CA;Financing costs including interest @ SBIPLR plus two percent on the costs under(i), (ii) & (iii) above.

Repayment of Interest free loanIn the event of Termination of the CA due toFM event, the Concessionaire shall not beliable to repay the balance amount of theloan in respect of Noida-Grater NoidaExpressway.



(h) Events of Default & Termination ProvisionsIf JIL fails to perform its duties under the concession or perform its statutory obligations orconstruct the project as per the schedule or operate and maintain the project facilities,YEA may instruct JIL to remedy such default within a one hundred and eighty-day periodor any longer period as permitted by YEA. If, however, JIL does not remedy its default tothe satisfaction of YEA or goes into liquidation, reconstruction or similar process orbecomes insolvent, YEA can terminate the agreement by giving a further sixty-day noticeperiod.

If as per the CA, YEA has caused Material Adverse Effect on the performance of theProject or YEA repudiates the CA or otherwise evidences an irrevocable intention not tobe bound by the CA or Government of India (G01), GOUP or any either GovernmentalAgency have by an act of commission or omission created circumstances that haveMaterial Adverse Effect on the performance of the Concessionaire, the Concessionairemay give ninety-day Cure Period to YEA or any other agency/ authority in default. ShouldYEA or such other agency/authority fails to cure the default in the Cure Period, theConcessionaire shall be entitled to terminate the CA by giving a sixty-day notice in writingto the YEA.

The CA provides for the following compensation provisions on termination of theconcession agreement under various events of termination:

Event of Default Termination PaymentJIL eventdefault

of In respect of Land for Developmenta. The rights of the Concessionaire in relation to the land for development to

the extent such land has been transferred to the Concessionaire shall notbe affected and shall survive. However, subject to the foregoing, theConcessionaire shall not be entitled to any further land for development

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YEA event ofdefault


Jaypee lnfratech Limited


Event of Default Termination Paymentafter Termination of the CA.

b. The Concessionaire shall have the option to return to YEA, part or full landalready transferred by YEA to the Concessionaire. Should theConcessionaire opt to return o YEA any such land (either in part or in full),YEA shall pay to the Concessionaire:

Acquisition cost of the land paid by the Concessionaire;All the development costs, including but not limited to the cost ofdevelopment of land, construction of buildings and roads, and otherfacilities;All the incidental costs including liabilities created on theConcessionaire on account of the Termination of the CA;Financing cost including interest @ SBI PLR plus two percent on the costsunder (i), (ii) & (iii) above.

c. YEA shall also be responsible and liable to refund all payments as may behave been made by the Concessionaire towards such land for acquisitionwhich is not transferred to the Concessionaire.

In respect of Yamuna ExpresswayThe land for Yamuna Expressway along with the construction done on this landshall be transferred by the Concessionaire to YEA and YEA shall pay to theConcessionaire:

Acquisition cost of the land paid by the Concessionaire;All development costs, including but not limited to the cost of developmentof land, cost of works executed on the land and cost of other facilities;All incidental costs including liabilities created on the Concessionaire onaccount of the Termination of the CA;Financing costs including interest @ SBI PLR plus two percent on the costsunder (i), (ii) & (iii) above.

Repayment of Interest free loanIn the event of Termination of the CA due to FM event, the Concessionaire shall notbe liable to repay the balance amount of the loan in respect of Noida-GraterNoida Expressway in terms with clause 3.6 of the CA.

The Concessionaire shall, without prejudice to the Concessionaire's and YEA's rightsunder the CA shall be liable to ba y Rs Ten Crore to YEA.In respect of Land for Development

The rights of the Concessionaire in relation to the land for development tothe extent such land has been transferred to the Concessionaire shall notbe affected and shall survive. However, subject to the foregoing, theConcessionaire shall not be entitled to any further land for developmentafter Termination of the CA.The Concessionaire shall have the option to return to YEA, part or full landalready transferred by YEA to the Concessionaire should theConcessionaire opt to return to YEA any such land (either in part or in full),YEA shall pay to the Concessionaire:

Acquisition cost of the land paid by the Concessionaire;All the development costs, including but not limited to the cost ofdevelopment of land, construction of buildings and roads, andother facilities;All the incidental costs including liabilities created on theConcessionaire on account of the Termination of the CA;Financing cost including interest @ SBI PLR plus two percent onthe costs under (i), (ii) & (iii) above.

c.

YEA shall also be responsible and liable to refund all payments as may behave been made by the Concessionaire towards such land for acquisitionwhich is not transferred to the Concessionaire.

In respect of Yamuna Expresswayure Juno rur T (.11111JFICI txpresswuy ulurip WITF1 me CAMISITU(-110r1 aurae on IIIIS Iona

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Lessor YEAFeatures Remarks

LesseePeriod of Lease

Lease Rental

JILFrom the date of transfer of Leased Land for term of 90years. Rs 100/ hectare of land leased per year

Right to sub-lease the whole orpart

The Lessee shall have the unfettered right to sub-leasethe whole or any part of the Leased Land, whether



Event of Default Termination Paymentshall be transferred by the Concessionaire to YEA and YEA shall pay to theConcessionaire:

Acquisition cost of the land paid by the Concessionaire;All development costs, including but not limited to the cost of developmentof land, cost of works executed on the land and cost of other facilities;All incidental costs including liabilities created on the Concessionaire onaccount of the Termination of the CA;Financing costs including interest @ SBI PLR plus two percent on the costsunder (i), (ii) & (iii) above.

Repayment of Interest free loanIn the event of Termination of the CA due to FM event, the Concessionaire shall notbe liable to repay the balance amount of the loan in respect of Noida-GraterNoida Expressway in terms with clause 3.6 of the CA.

4.2 Yamuna Expressway Lease AgreementThe total land required for Yamuna Expressway is 5106 acres. The said land for theYamuna Expressway is proposed to be leased to JIL for the period of the Concession byYEA. JIL has executed/would execute appropriate Lease Deed for such land. The salientfeatures of the Lease Deed are as under:

Features RemarksLessor YEALessee JILPeriod of Lease From the date of possession of Leased Land till expiry or

termination of the Concession Agreement Rs 100/ hectare of land leased per yearLease Rental

Right to create encumbrance The Lessee shall have the right to mortgage, pledge,hypothecate or otherwise alienate in any manner theLeased Land as well as all its rights, titles and interests inthe said land in favour of the Lessee's lenders/trusteesfor the lenders of the Lessee.

Right of the Mortgagee The Mortgagee shall have the right, with prior notice tothe Lessor, to deal with and dispose off within theprovisions of law in any manner whatsoever theMortgaged Land for realization of any or all amountsdue and payable by the Lessee to the Mortgagee.

4.3 Lease Agreement of Developable LandThe total land required for Real Estate Development is 6175 acres. JIL has executed/wouldexecute appropriate Lease Deed for such land. The salient features of the Lease Deedare as under:

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Features Remarks developed or undeveloped, and whether by way ofplots or constructed properties or give on leave andlicense or otherwise dispose of its interest in the LeasedLand or part thereof / permit to any person in anymanner whatsoever, without requiring any consent orapproval of or payment of any additional charges. TheSub-lessees of the Leased Land are also permitted tofurther lease land in their possession. Hence, the LeaseDeed permits multiple sub-lease of the Leased Land insmaller parts.

Right to create encumbrance The Lessee shall have the right to mortgage, pledge,hypothecate or otherwise alienate in any manner theLeased Land as well as all its rights, titles and interests inthe said land in favour of the Lessee's lenders/trusteesfor the lenders of the Lessee.

Right of the Mortgagee The Mortgagee shall have the right, with prior notice tothe Lessor, to deal with and dispose off within theprovisions of law in any manner whatsoever theMortgaged Land for realization of any or all amountsdue and payable by the Lessee to the Mortgagee.

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LendersEngineer Traffic Study Design Aid

LendersJAL O&M

Contractor(optional)

DebtFinancing & Security Arrangement

J I L

Concessionaire

Works Contract(JAL)

ProjectManagement

Equity

Design Consultant

YEAConcession Agreement

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5. EXPRESSWAY EXECUTION STRATEGY

5.1 Contractual Structure for Project ImplementationJIL has executed/proposes to execute contractual arrangements with various projectparties to ensure smooth implementation and operation of the project. The contractualstructure has been designed taking into account optimum risk allocation among variousproject parties and compliance with the applicable regulatory requirements. Theproposed contractual arrangements for the project are presented below:

Yamuna Expressway - Project Contractual Structure

5.2 Works Contract

JIL has entered into a Works Contract with JAL ("Contractor") on 27 th November 2007 forimplementation of the Project. The said contract is on a "Cost Plus" basis. JAL has richexperience in undertaking construction activity in the field of infrastructure andcommercial projects. JAL is a diversified business entity having presence in varioussegments such as Engineering & Construction, Cement Manufacturing, Power Generation(Thermal, Hydro and Wind), Real Estate, Roads & Expressways, Oil & Gas Exploration,Mining and Hotels.

Works Contract Structure

a. Scope of Works ("Works")Road Works including but not limited to structures such as Culverts, Underpasses,Bridges and Interchanges;Toll Management system;Highway Traffic Management SystemMiscellaneous works including utilities and road safety arrangements;


Other Works such as things to be supplied/done and services/activities to beperformed.

b. Key Features of the Works ContractCommencement of the contract - the Works Contract commences from the date ofits execution.Period of Completion of Works - 36 months from the date of execution of the WorksContract, with provision for extension.Materials and Equipments

The Contractor shall be responsible for arrangement of all materials for useand incorporation of in the Works;The required material would be purchased from vendors from within andwithout the State of UP, selected by a Joint Committee comprisingrepresentatives of JIL and the Contractor;

c. The Contractor shall be responsible for arrangement of all the equipmentsnecessary for the execution of the Works;

The Contractor shall not sub-contract, transfer or assign the entire Works to any otherparty. The Contractor may, however, engage sub-contractors for various parts of theWorks. The Contractor shall remain fully responsible to JIL for such sub-contracts.If the Contractor fails to achieve completion of Works within the specified period orsuch extended period granted by JIL, then the Contractor shall pay to JIL, liquidateddamages for every week of delay an amount of Rs 2 crore (Rupees Two crore) for theperiod of delay in completion of the Works subject to a maximum of Rs 100 crore(Rupees hundred crore).The Contractor shall be responsible for making good as soon as practicable anydefect in or damage to any section or part of the Works which may appear or occurduring 12 (twelve) months from the date of completion of Works ("Defects LiabilityPeriod").

c. Main Obligations of the ContractorThe Contractor shall with due care and diligence perform and execute the Works andarrange all labour, materials, machines, plant and equipments, zigs and fixtures, T&P,consultants/specialists/sub-contractors etc. as required for planning, executing andmanaging the entire Works in accordance with the provisions of the Works Contract;The Contractor shall make all necessary arrangements for quarrying, transporting andarranging different materials, including earth;The Contractor shall make all arrangements for basic facilities like electricity,sanitation, water supply etc.;The Contractor shall make adequate arrangements for standby captive power;The Contractor shall construct and maintain haulage road and the access roadswhere necessary for the purpose of movement of materials and equipment;In case, any diversion or closure of any existing road is necessary, the Contractor willdo it after approval of JIL and the concerned authorities.

d. Main Obligations of JILEnable access to the Site and permit its use in accordance with the Works Contract;Provide the Right of Way (ROW) and structures of the Yamuna Expressway free fromall encumbrance, disputes, protests etc.;Provide at suitable locations, reasonable land required for Contractor's campincluding temporary and ancillary works;Provide design and drawings for execution of Works in accordance with the worksContract;

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Assist and provide reasonable support to the Contractor in obtaining applicablepermits, approvals etc.

e. Value of WorksThe amount payable to the Contractor for execution of Works under the WorksContract shall be on "Cost Plus" basis

Direct Cost - It shall comprise the following:

Actual cost of all material including but not limited to actual wastage, allapplicable taxes, handling, storage, transportation, testing etc.Actual cost of all manpower, labour, including cost of all benefits, facilities andcompensation provided to labour whether such labour is directly engaged bythe Contractor or through other agencies.Direct Cost for new/ old plants, machinery, vehicles and equipments shall bepaid @2.5% per month of the procurement cost.The procurement cost of new / old plants, machinery, vehicles andequipments shall include :

invoiced pricefreighttaxesdutyoctroiinsurancehandlingtransportationstorageinspectioninstallation

Actual cost of all sub-contracted works and services including taxes, duties,levies and other charges carried out through the sub-contractors / consultants/ specialists engaged by the Contractor or nominated by the Client.Actual cost of plant, machinery, equipments and vehicles taken on rentalbasis for execution of Works.Actual cost of all tools, tackles, zigs and fixtures, T&P, construction - aids, safetyequipment, tents, tarpaulins, soft furnishing etc.Actual cost incurred on additional scope of Works and reconstruction of anypart of Works due to change in design, Specifications or modifications,ordered by the Client till the expiry of Defects Liability Period.

Indirect Cost - It shall comprise the following:

Actual cost incurred on salaries, allowances, and other benefits in respect ofall officers and staff including but not limited to project management,supervision, security and other personnel of the Contractor engaged /deployed for or in relation to execution of Works.Actual cost of, temporary and ancillary works such as site offices, stores, godowns, test laboratories, workshops, canteens, labour hutments includingfurniture, appliances, telephone, office-equipment, stationery, postage,testing of equipments etc. and all costs in connection with the setting up,running, maintenance and removal thereof.Actual cost of welfare facilities and motivational schemes such as medicalfacilities, canteen facilities, incentives etc. at Site and Work area includingapplicable ESI and PF (excluding employee own share).

(iv)

Actual cost of mobilization and de-mobilization of all human and non-human

ICICI Bank


resources at Site including retrenchment benefit to labour etc.All actual taxes, duties, cess, levies and Statutory / Municipal charges / taxesetc (except Income Tax and Professional Tax).All actual charges incurred on insurance policies and losses, if any, notcovered by the insurance cover.Actual costs associated with water and electricity supply and distribution atSite for the Works including cost of storage, pumping and its network systemetc.Actual cost incurred on repairs and breakdown all plants, machinery,equipments and vehicles for the Works.Reasonable and proportional expenses incurred by Corporate and/or HeadOffice of the Contractor.Actual cost for any other Site expenses and cost actually incurred inconnection with and / or incidental to the Works.

f. PaymentsJIL shall pay to the Contractor a sum of Rs. 900 crore by way of mobilization advance.The same has already been paid to the Contractor;The payment for the Works executed shall be made by JIL on a monthly basis;The Contractor shall submit to JIL monthly bills for all costs and amount as specified inValue of Works;The monthly progress payments shall be admissible to the Contractor subject torecovery of advance paid;All payments towards the Contractor's bills shall be treated as ad-hoc paymentswhich shall be adjustable in the final bill account after completion of the Works.

5.3 Execution StrategyThe entire Yamuna Expressway has been divided in to three packages vis-à-vis nature ofwork. Further, each package has been divided into various sub-packages as detailedhereunder:

PackageA

Nature of workEarth work

Sub-packagesA-1 to A-15 - each sub-package isof 10-12 km length

B Construction of Interchanges, Bridgesand Vehicular Underpasses

B-1 to B-6 - each sub-package is of28 km length

C Construction of Rigid Pavement andGranular Layer

C-1 to C-3 each sub-package is of55 km length

JAL has engaged the services of Sub-Contractors for the various packages. The entitieshave been selected based on their relevant experience and work done in the highwaysector. JAL has also engaged various entities as Project Management Consultants (PMC)as detailed hereunder:

PackageP1

Chainage0-28km

Name of ConsultantLEA Associates South Asia Pvt. Ltd. (LASA)

P2 28-56km LEA Associates South Asia Pvt. Ltd. (LASA)P3 56-1 10km Intercontinental Consultants & Technocrats Pvt. Ltd. (ICT)

P4 (A) 110-138km Scott Wilson India Pvt. Ltd. (SW)P4 (B) 138-165.5km Consulting Engineering Services India Pvt. Ltd. (CES)

Each package is proposed to be headed by a Resident Engineer with Highway, Material,Bridge experts and a complete team of technically qualified and experienced engineers.The typical oraan aram of PMC foLackaae is aiven at Annexure VI. Apart from the,iii

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ICT

L.R. Kadlyall &Associates

Design consultants forYamuna Expressway less

InterchangesProof checkers of the designs

of ICTCES Design consultants for the 1

Interchanges AlProof checkers of the designs

of ICTHT. Roorke

Construction through experiencedcontractors /subcontractors


PMC, JAL proposes to monitor the Project through its own team by dividing the entireProject into three packages of 55km length. The typical organogram of each suchpackage is given at Annexure VII.

The basic structure for execution of the Project is as under:

Project Management Team &Supervisory Staff

Design by evert consultants

V

ProjectManagementConsultant

Package: Construction of earthenA-1 to A-15 embankment to include culverts,

cart tracks and under • assesge:

B . o B-Construction of interchanges, bridgesand vehicular underpasses

Package: ranular Sub-base layer and RigidC-1 to C-3

Pavement

Other issuesSupply of equipment and material to Sub-Contractor: In-terms with provisions of the WorksContract, JAL shall supply equipments and material to Sub-Contractors, as detailedhereunder:

Contractor for RemarksSub-package

A

Cement & Steel, free of cost to each sub-contractor of 10-12 km lengthB Cement & Steel, free of cost to each sub-contractor of 28 km lengthC

Cement & Steel, free of cost

Further, the sub-contractors shall be provided 50 hectares of land for establishingequipments, stockyard, workshops, stores, office, residential accommodation etc.Following equipments are also proposed to be provided to each sub-contractor onrecovery basis:

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Slip form paver - 2 nosBatching plants - 6 nosStone crusher including material handling tunnel - 2 nos

230mm downsize spalls are also proposed to be provided to sub-package C-1 & C-2 sub-contractor. Spalls for package C-3 is envisaged by the sub-contractors themselves.

MinesJAL has acquired mines at Charkhi Dadri, and Bhiwani. The spalls down to 230mm sizeafter primary crushing are proposed to be transported to various construction sites alongthe Yamuna Expressway.

CampsJAL has its offices and field hostels already in place at each camp location. One camp isproposed at center of each 28 km length. The proposed location of camps along theYamuna Expressway is at km 14.00, km 38.00, km 67.00, km 101, km 124.00 & 158.00.

LaboratoryJAL proposes to establish six full-fledged laboratories at each camp location.

5.4 Impact on EnvironmentThe Project will be designed, built and operated to conform to high environmentalstandards. An environmental management plan, specifying the impact mitigationmeasures and monitoring plan during construction and operation phase of the projectwill be implemented. JIL has already carried out environmental impact assessment studyand obtained Environment clearance from the Ministry of Environment and Forest, Govt.of India.

5.5 Permits and ApprovalsJIL has initiated appropriate steps for securing the approvals required to implement theproposed road project. A summary of the permits and approvals is tabulated below:

Clearance To be obtained byBorrow EarthPermission from irrigation department of land taken fromirrigation land, if required

JIL/ YEA

Cutting of TreesPermission from Forest Dept., if required JIL/ YEASewage Lines & Water MainsPermission from Local Municipalities, if required JIL/ YEA

The Contractor, JAL, shall be obtaining other required and necessary approvals inregard to quarrying, permission for setting up of telecommunication systems and lying ofoptical fibre cables, explosive license for storing of explosives, explosive license forstoring of diesel, permission for installation of crusher, permission for installation of DG set,permission for electrical connection, permission for sourcing water etc.

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5.6 Project InsuranceA comprehensive insurance programme covering major risks, which may arise during theconstruction and operation of the project is being formulated by JIL/Contractor.JIL/Contractor intends to •rocure and maintain the followin• insurance covera•e:

Construction Period Insurance Operation Period InsuranceContractor's all risk insurance;Advance loss of revenueThird party liabilityWorkmen's compensation

Third party liabilityBurglary, including theft of Project Furniture'sProperty all risks insurance including loss of revenueSpecial Contingency Policy for removal ofencroachmentsWorkmen compensation

Any additional insurance that may be required by law and under all applicable majorproject contracts will be put in place.

5.6.1 Construction Phase Insurance

JIL has already taken Contractor's All Risk Insurance with effect from 1 st October 2008from United India Insurance Company Limited (in consortium with Oriental InsuranceCo.Ltd.,Reliance General ,Cholamandalam and HDFC ERGO).The main highlights of theCAR Policy are :

S.No.1

DescriptionInsured

DetailsM/s Jaypee Infratech Limited as Principals ,M/sJaiprakash Associates Ltd. as contractors and theirsubcontractors and lenders for their financial interest

2 Period of Insurance 30 months from 1.10.2008 (1.10.2008 to 31.03.2011)3 Interest covered Section I : Material Damage ;

Section II : Third Party Liability ;Section III : Advance loss of Profit

4 Sum Insured Section I : Material Damage INR 4052 CrsSection II : TPL - AOA limit of Rs. 10 Crs.Section III : ALOP - Anticipated toll revenue for 12 monthsRs.288 CroresIndemnity period of 12 months with time excess of 21days.

5 Terms of Cover Construction All Risk cover6 Add on covers Earth quake

Escalation 15%Removal of Debris including external debris INR 5 Crseach occurrenceLoss minimization expenses INR 5 Crs.Free automatic re-instatement of sum insuredDefect Liability period of 12 monthsDesign Defect coverage as per Munich RE-DE wordingsProfessional fees INR 5 Crs.Offsite storage limit of Rs.100 CrsCover for extra charges for overtime, night work,expenses freight etc.

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Workmen's Compensation PolicyThe Workmen's Compensation Policy has already been taken by the Contractor.Adequate provisions have been made in the project costs for appropriate insurancepackages.

5.6.2 Operations Phase Insurance

During the operations phase, various insurance will be put in place such as fire & alliedperils, machinery break-down, third party liabilities, terrorism, loss of profit/businessinterruption, employers liability and workers compensation etc. However, the exactinsurance package will be determined based on detailed risk analysis, insurance advisers'inputs and statutory requirements.

5.7 Implementation Schedule & Current Status

Implementation Schedule

The Expressway is proposed to be implemented over a period of 39 month from zero dateconsidered as 1 51 January 2008. The Company has executed a Works Contract inNovember 2007.

Current Status of the Project

Physical Progress: - The physical progress of the Expressway in terms of total materialconsumed as on March 31 st , 2009 are as shown below:

S.No Activity Unit Total Quantity Achieved ason March 31st,

2009

% Completed

1 Clearing & Grubbing Ha 1,735 913 53

2 Earthwork in Embankment Cum 35,151,453 10,989,039 31

3 Fly Ash cum 2,742,515 167,525 6.0

4 Structural Concrete

Culverts cum 61,338 12,226 20

Vehicular Underpasses/CartTrack Underpasses cum 183,100 22,611 12.50

( c) Minor Bridges cum 113,091 28,810 25.50

(d) Interchanges cum 384,716 25,232 6.5

5 Filter Layer / Drainage Layer cum 2,443,525 45,411 2

6Pavement Quality Concrete(PQC)/Dry Lean Concrete(DLC)

cum 2,583,945Not yet started



Financial Progress: -

The Company has expended Rs 3138.81 crores on the Project as on 31 St March 2009. Theamount expended includes expenditure towards land for Yamuna Expressway and RealEstate Development. The detailed expenditure is enumerated below:

S. No.I

ParticularsApplication of funds

Amount (Rs Crores)

I Land:A Expressway 831.00B Real Estate 539.00II Yamuna Express way civil cost 1,482.37III IDC 286.44IV Net current assets incl. cash in hand 273.97

Total 3,412.78

II Sources of funds1 Equity share capital 990.002 Term Loan (ICICI Bank + Others) 1867.553 Receipts from real estate proceeds 555.23

Total 3,412.78

5.8 Operation and Maintenance (O&M) ArrangementsScope of Operations & Maintenance

Permitting safe, smooth and uninterrupted flow of traffic during normal operatingconditions;Charging, collecting and retaining the toll fees in accordance with ConcessionAgreement;Minimizing disruption to traffic in the event of accidents or other incidents affectingthe safety and use of the Expressway by providing a rapid and effective response andmaintaining liaison procedures with emergency services;Undertaking routine maintenance including prompt repairs of potholes, cracks,concrete joints, drains, line marking, lighting and signage;Undertaking major maintenance such as resurfacing of pavements, repairs tostructures, repairs and refurbishment of tolling system and hardware and otherequipment;Carrying out periodic preventive maintenance of Expressway including the tollingsystem;Preventing with the assistance of concerned law enforcement agencies unauthorizedentry to and exit from the Expressway ;Preventing with the assistance of the concerned law enforcement agenciesencroachments on the Expressway including site and preserve the right of way of theExpressway ;Maintaining a public relations unit to interface with and attend to suggestions fromusers of the Expressway , the media, Government Agencies, and other externalagencies; andAdherence to the safety standards

JIL would enter into an O&M Contract with an experienced and reputed contractor priorto COD for operations & maintenance of the Expressway in accordance with therequirements stipulated in the CA. The O&M contractor would also be responsible for tollcollection on behalf of the Project Company. The O&M contractor would perform andassume all the obligations, liabilities and risks of the Project Company under the CA, as faras they relate to the service requirement under the CA including but not limited to:

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Operation and maintenance of the Expressway ;Recording of defects;Operation of the Expressway in accordance with the tolling requirements;Data collection and traffic monitoring;Implementation of emergency procedures;Routine and periodic maintenance; andProcurement of electronic equipment required by the Project Company in securingand audit the toll revenue; andEnsuring lane availability as per provisions of CA.

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6. TRAFFIC STUDY

6.1 Background

The requirement for opening up of hinterland towards East of Yamuna River andimproving its connectivity with the National Highways has manifested in planning anddesign of Yamuna Expressway. This is proposed to be a 6 lane (extendable upto 8 lane)fully access controlled facility having a length of 165 Km (excluding the Noida-GreaterNoida Expressway already constructed by Noida Authority), offering a shorter distancebetween Delhi and Agra than the existing routes which are 4 lane or 2 lane roads andhaving partial or no access control.

The construction of road was to start about 5 years back but could take off only inJanuary 2008 due to delay in transfer of land by YEA to the concessionaire. In theintervening period, significant changes have occured in the study area, which is likely toimpact the earlier projections of traffic diversions. These changes include widening ofNational Highways, planning of airport and SEZ at Jewar, adjacent to the expressway anddedicated Eastern freight corridor between Dadri and Kanpur. In the meanwhile, thenatural growth of traffic has also taken place.

Keeping in mind these developments, the concessionaire JIL has commissioned a study toestimate the likely traffic on the project road, taking the year 2007 as base year, for aperiod of about 40 years. The Proposed Yamuna Expressway, being a virgin alignment,traffic would be a sum of Diverted traffic from other routes in the corridor as well as theInduced traffic. The study has been assigned to Design Aids who are carrying out thestudy in association with TPA Engineering Consultancy (I) Pvt. Ltd. Brief Profile of Design Aidis as per Annexure VIII.

Need of the project roadThe Government of Uttar Pradesh has proposed an access controlled expressway facilitybetween Greater Noida and Agra City along the Yamuna river to open up the area andfor regional development of the hinterland that could now be connected by the nationalgrid of road network. The change of land use and intensification of commercial andindustrial development along the corridor will increase the economic prosperity of thearea through creation of business prospects and enhanced employment opportunities.

Project characteristicsThe Project road 165.537 km long traverses through the districts of Gautam Budh Nagar,Ghaziabad, Bulandshahr, Aligarh, Hathras, Mathura and Agra in the state of UttarPradesh. This road traverses through a flat terrain of mostly agricultural belt or barren landon west bank of river Yamuna. Taj Hub airport and Taj Economic zone are plannedalongside the expressway.

6.2 Scope of ServicesVolume Counts at 15 locations, Turning Movements and Origin-Destination Surveys at10 locations and Speed & Delay along existing trunk routes.Socio-economic characteristics of the Project influence area.Analysis and assessment of diverted & induced traffic conforming to IRC: 102: 1988.Traffic assignment on Yamuna Expressway and Eastern Peripheral Expressway.Assessment of development traffic from various residential, commercial and industrialdevelopments all along the alignment of the Yamuna Expressway and EasternPeripheral Expressway.


Traffic estimation and projection for appropriate design period of next 40 years onvarious sections of the Yamuna Expressway and Eastern Peripheral Expressway.Estimation of traffic and its projections for the next 40 years including turningmovements at intersecting highways/ expressways and traffic likely to transferbetween Yamuna Expressway and Eastern Peripheral Expressway.Optimizations of traffic interchange system & locations.Effect of traffic on these expressways due to the construction of additional highways/expressways planned in this area etc.Tolling Strategy.

6.3 Traffic Studies and Analysis

6.3.1 Traffic Surveys

In order to understand the traffic and travel patterns of the study area traffic, trafficsurveys were conducted on the surrounding network. In all, the following primary surveyswere conducted to develop the baseline data:

Traffic Volume Counts (Mid-Block and intersections).Origin-Destination Survey.Speed & Delay Survey.Road Network Inventory.

A detailed reconnaissance survey was carried out to identify the road network fortransport demand modeling. The road network in the Project Influence Area consideredfor network inventory and speed-delay surveys included the National Highways (NH),State Highways (SH) and Major District Roads (MDR). The survey locations for volumecounts and roadside OD surveys were selected after reconnaissance survey of the studyarea giving due consideration to homogeneity of the sections with respect to traffic,location of major intersections, ability to capture significant volumes of traffic that haspropensity to shift to expressway and ease of carrying out surveys. The details of trafficsurveys carried out and their locations are presented in the table below. The datacollected from the traffic surveys was coded, analysed and existing traffic/travel patternand future growth potential were studied.

Traffic Surve LocationsS. No Survey Locations

Mid Block Traffic Count (24 Hrs.)Buland shahar

EtmadpurTundla

Petar Village'(v) Noida Expressway

Turning Movement Survey at Intersections (24 Hrs.)Amity Chowk

Lal KuanDadri

Sikandrabad(v)) Buland Shahar(vi) Khurja

Aligarh RotaryHathras

SadabadAgra

(xi) Gokul Gowshalaxi' Laxmi Na ar Mathura

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S. No Survey LocationsKhair Kasba 1Khair Kasba 2

(xv) Jewar CitySpeed-delay SurveyAll the major roads including National Highway, State Highways and Major District Road inthe Study area.Road Inventory SurveyAll the major roads in the study area

6.3.2 Road Network CharacteristicsThe proposed Yamuna Expressway forms an important link between Agra and Delhi. Theother major links are:-

National Highway 2 - Calcutta to Delhi via AgraNational Highway 91 - Kanpur to Delhi via AligarhNational Highway 93 - Aligarh to Agra via Hathras

National Highway No 2 is presently a 4 lane divided carriageway and the NH-91 as well asNH-93 are presently 2 lane carriageway.

Besides these, the other roads intersecting NH 2, NH 91 and NH 93 are:-NH 24 Bypass -Delhi to HapurMDR 70 - Paiwal - Jewar - KhurjaSH 22A - Palwal - Jewar - Tappal - Khurja - AligarhSH 80 - Mathura - Raya - HathrasMDR - Chatta - Nohjhil - Khair - AligarhMDR - Mathura - Beldev - SadabadEastern Peripheral Expressway (proposed)

6.3.3 Average Daily TrafficThe traffic volume data was collected at all the survey locations for a period of 24 Hoursonly. This survey was carried out on an average working day and the Average Day Traffic(ADT) was determined. The composition of traffic at Mid block locations are presented inthe table below:

A • •roachin • Traffic at Midblock Locations

I orofirm Total Vehicles Total PCUs:uan• a ar 9,934 12,179

Etmadpur 4,341 5,561Tundla 15,487 28,532

Petar Village 4,864 10,262Noida Expressway 23,323 26,438

The composition of traffic at intersections are presented in the table below:

No. Location Name

II

Approach Arm Total Vehicles Total PCUs

AMITY CHOWK

KALINDI KUNJ 63700 68890FILM CITY 43428 42810

IBM SECTOR-37 36413 39987

fl EXPRESSWAY 39766 46789

LAL KUAN

19:44 9GHAZIPUR 28701 43615

GHAZIABAD 18705 294824 HAPUR BYPASS 25749 33788

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3 DADRI1 GHAZIABAD 16665 344652 SIKANDRABAD 11722 216833 SURAJPUR 11853 18186

4 SIKANDRABAD1 BULANDSHEHAR 9915 201242 JEWAR 3379 67633 DADRI 11551 20751

5 BULANSHAHAR CITY

1 KHURJA 5487 118532 SIKANDRABAD 8463 132783 HAPUR 4311 58154 BULANDSHAHAR CITY 9528 8220

6 KHURJA1 BULANDSHAHAR 13855 199632 ALIGARH 14611 219553 JEWAR 10025 9629

7 ALIGARH ROTARY

1 HATHRASH 14551 206962 KHAIR 6610 85103 KHURJA 12272 173434 DIBAI 6243 6957

8 HATHRASH

1 SADABAD 16360 34123RAYA 11252 22157

3 ALIGARH 13840 275584 SIKANDRA RAO 6833 14054

9 SADABAD

1 ALIGARH 8976 117782 JALESHER 4242 48253 AGRA 6213 84374 MATHURA 5334 6368

10 AGRA

1 FEROZABAD 9046 101932 AGRA 10852 121933 MATHURA 15517 215544 HATHRAS 15016 21889

11 GOKUL GOWSHALA1 LAXMI NAGAR 2220 55172 SADABAD 2598 45223 GOKUL BAIRAZ 3282 7272

12 LAXMI NAGAR1 MATHURA CITY 8927 95342 RAYA 7856 118593 GOKUL VILLAGE 4970 8798

13 KHAIR KASBA1 Jewar City 5445 62102 Aligarh 3990 45543 Mathura 2855 2913

13 A KHAIR KASBA1 JEWAR CITY 5785 70052 KHURJA 2650 29643 ALIGARH 5301 6087

14 JEWER CITY

1 KHURJA 4563 66982 PALWAL 4326 82873 JEWER CITY 2361 35424 SIKANDRABAD 4357 7066

6.3.4 Origin-Destination Survey

Origin-Destination Surveys (0-D Survey) were carried out with the primary objective ofstudying the travel pattern of goods and passenger traffic in the Project Influence Area(PIA). Data pertaining to vehicle type, Origin & Destination, Trip Purpose, Occupancy, TripLength, Trip Frequency along with additional information on commodities carried andweight of commodities were collected from goods and passenger vehicles. RoadsideInterview (RSI) method as described in IRC: 102-1988 was adopted for conducting thesurvey. The vehicles were stopped on a random sample basis with police assistance, andthe drivers were interviewed by trained enumerators to collect the needed information.

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Origin-Destination Surveys were carried out for one day (24 hours) at 7 locations at Nodalcheck post, Gokul Bridge toll plaza, Gobinder Police Chowki, Khurja Fatak, Chola Fatak,and Rasulpur fatak.

Results of O-D Survey

About 90% of the passenger traffic observed at all locations is short distance and localin nature concentrated between limited zones in Uttar Pradesh, Delhi and Haryana.This area also generates about 73% of freight traffic.The states of Uttaranchal, Madhya Pradesh, Chattisgarh and Rajasthan contributesignificant amount of passenger traffic at selected locations.Significant share of freight traffic, ranging from 1% to 19% is generated in the states ofUttaranchal, Madhya Pradesh, Chattisgarh, Rajasthan, Maharashtra, Goa andGujarat.Passenger traffic from the zones other than the above-mentioned ones is minimal andthe contribution of freight traffic, mainly from Bihar, Jharkhand, Orissa and NE states isranging from 1 %I, to 5%.The share of trips for work and business purpose ranges from 22 per cent to 88 percent at all the locations. The social, religious or tourist trips, which together representthe other trips, also constitute about 3 per cent to 60 percent of the total trips andwhich are generally short distance trips. Educational trips constitute a small share (5 -16 per cent) in the total vehicles.From the analysis of movement/transportation pattern of commodities at the surveylocations, it was observed that share of empty freight vehicles vary from 3 per cent to52 per. Main commodities carried include building materials, food grains, fruits &vegetables, and cloth textiles. Petroleum products are prominent (23 % of totalcommodities) at OD location 3 (Gokul Bridge Toll plaza), which includes the trafficgenerated at Mathura Refinery. The higher percentage of building material at fewlocations is due to the reason that significant sand and stone is transported from RiverYamuna to various demand centres. Trucks carrying Food grains and fruits/vegetables constitute about 11 per cent & 32 per cent of total goods traffic at alllocations. Apart from these, machinery parts have a considerable share (totaling uptoabout 10 per cent) in commodity distribution as lot of industries is coming up in theindustrial belts in the study area and at the outskirts of Delhi.

6.4 Traffic Growth Rate EstimationThe exercise of traffic growth rate estimation for Yamuna Expressway has been carriedout using the elasticity approach. The elasticity method relates traffic growth to changesin the related economic parameters. According to IRC-108, 1996, the elasticity basedeconometric model for highway projects could be derived in the following form:

Loge (P) = Ao + Ai Log e(EI)

Where:P = traffic volumeEl= Economic IndicatorA o = Regression constantA,= Regression co-efficient (Elasticity Index)

Since the time series traffic data on project road is not available, elasticity values areestablished by using registered vehicles as dependent variable. A regression analysis wascarried out on the database to arrive at the transport demand elasticity using weightedseries of each category of vehicle with respect to weighted income of PIA states (in

7.0 8.0

7.5

8.1

6.5

5.9

8.6

7.0

7.5

7.0

Normal Growth ScenarioUpto 2012 5.5 7.5 6.5 6.0

2013-17 5.0 7.0 6.0 5.52018-2022 4.5 6.5 5.5 5.0After 2022 4.0 6.0 5.0 4.5

Low Growth ScenarioUpto 2012 4.7 6.4 5.5 5.1

2013-17 4.3 6.0 5.1 4.72018-2022 3.8 5.5 4.7 4.3After 2022 3.4 5.1 4.3 3.8

High Growth ScenarioUpto 2012 5.9 8.1 7.0 6.5

2013-17 5.4 7.5 6.5 5.92018-2022 4.8 7.0 5.9 5.4After 2022 4.3 6.5 5.4 4.8

6.5 7.56.0 7.05.5 6.5

6.8

6.4

6.0

5.5

5.1

4.7

6.0

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proportion to shares in traffic). The resultant elasticity values are presented in the tablebelow:

Vehicle Type Independent Variable Elasticity R2 t-StatisticCars

Weighted NSDP of1.3 0.95 13.02

Buses 1.1 0.93 10.29PIA states (Uttar Pradesh, Haryana and Delhi)Trucks 1.2 0.98 20.07

Vehicle registration data represents all vehicles registered in the state, but does notindicate actual number of vehicles plying on the road owing to vehicles taken off theroad due to lack of fitness certificate. Consequently, the elasticity values based onregistration data are usually higher than those based on actual traffic. Hence, there is aneed to moderate values obtained from registration data. The moderated elasticityvalues are as under:

Period Car Bus LCV Two Axle Truck Three Axle/MAV

Up to 2012 1.2 1.0 1.1 1. 0 1.22013-2017 1. 1 0.8 1.0 0.9 1.1

2018-2022 0.9 0.7 0.9 0.8 1.0

Beyond 2022 0.8 0.6 0.8 0.7 0.9

Projected Growth RatesBased on the moderated perspective elasticity values and the growth rates of weightedprojected State income of PIA states, the future average annual compound trafficgrowth rates by vehicle type have been estimated by using the following relationship:

Tgr = (NSDPgr) x E

Where:Tgr- Traffic growth rate for modeNSDPgr- growth rate of NSDPE- Elasticity value for mode

The traffic growth rates for the project road have been presented in the table below:

For the purpose of assessing the financial viability, Normal Growth Rates have beenassumed.

Year Car/Jeep/Van/Taxi LCV Bus 2A 3A MAV Total Vehicles

km 36.18


6.5 Expressway Traffic EstimationThe estimation of traffic on Yamuna Expressway is the most crucial as well as criticalaspect in the planning of the facility. The Delhi- Agra corridor in the region at roadnetwork, which includes the NH-2, NH-91 and NH-93 as well as State highways namely SH-22-A, SH-80 and other roads, carries significant volumes of traffic, but the capacityavailable falls short of demand. The augmentation of road capacity in the corridorthrough provision of Yamuna Expressway and Eastern Peripheral expressway will meet thelatent demand and would lead to redistribution of regional traffic amongst the entireroad network in the study area. The base year data collected by consultants is processedand used as input for the Saturn software which employs the stochastic State of UserEquilibrium (SUE) technique for assigning the traffic on various roads. The consultants haveenvisaged a scenario of road network infrastructure development. The traffic distributionis estimated between the existing regional road networks, the Yamuna Expressway andthe Eastern Peripheral Expressway on account of superior quality and improved regionalconnectivity offered by these expressways. The consultants have also estimated themagnitude of development/induced traffic from the various developments that areplanned along the corridor and in the region that is likely to use the Yamuna expressway.

Based on the traffic and travel characteristics, gathered through primary surveys as wellas secondary data, the road network characteristics (existing as well as future planned)and the future infrastructure developments in the project influence area, the traffic that islikely to use the proposed expressway is composed of two elements:

Divertible Traffic: Traffic expected to divert from other alternative routes to theYamuna expressway. Analysis of OD data reveals that there are two clear categoriesof traffic those have potential to divert on to the proposed expressway. These areInter NH movements and Traffic between NH and adjoining areas of Delhi.Development/New Generated Traffic: Traffic expected to be generated on theYamuna expressway because of new developmental activities along the corridor andin the Project Influence Area.

The development/new-generated traffic has been estimated from the data availableregarding the new developments in the project influence area with details of their spatiallocations. The extent of traffic generation from these areas was calculated from theirenvisaged activity mix and the traffic that would come on to the expressway wasestimated using the assignment model based on the likely desire of this generated traffic.

Based on the Saturn analysis and the normal growth rates arrived at above, the projectedtraffic on the Yamuna Expressway is as under:

2010-11 11531 1757 1592 1413 1273 669 182352020-21 22366 3102 2556 2379 2356 1360 341202030-31 40243 5077 3802 3713 4044 2564 594432040-41 72070 8270 5628 5766 6907 4813 1034542046-47 102233 11083 7121 7509 9524 7023 144492

1 km 36.18- km 48.202010-11 11106 1702 1113 1400 1325 652 172982020-12 21542 3005 1787 2358 2452 1325 324692030-31 38760 4918 2658 3679 4209 2499 567232040-41 69414 8011 3935 5713 7189 4691 989522046-47 98465 10736 4979 7440 9913 6845 138376

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Appraisal Memorandum

Year Car/Jeep/Van/Taxi

LCV Bus 2A 3A MAV Total Vehicles

km 48.20 - km 1102010-11 8890 1678 1166 1397 1260 1031 15422

2020-21 17244 2963 1872 2352 2332 2095 288582030-31 31026 4849 2785 3671 4002 3952 50285

2040-41 55563 7898 4122 5701 6836 7418 875392046-47 78818 10584 5216 7424 9426 10824 122292

km 110 - km 153.452010-11 10637 1076 1440 1255 917 480 158052020-21 20632 1900 2312 2113 1697 976 296302030-31 37123 3109 3439 3298 2913 1840 517222040-41 66482 5065 5091 5121 4975 3454 901882046-47 94306 6787 6441 6669 6860 5039 126104

km 153.45 - km 165.537

2010- 11 2660 539 360 627 459 240 4883

2020-21 5159 952 578 1056 850 488 9079

2030-31 9283 1558 860 1648 1458 920 15720

2040 - 41 16625 2537 1273 2559 2490 1727 27200

2046-47 23583 3400 1610 3332 3434 2520 37864

It may be mentioned that the seasonality factor has been assumed as 1.00, hence thequantum of Average Daily Traffic (ADT) and the Annual Average Daily Traffic (AADT) issimilar.

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7. REAL ESTATE DEVELOPMENT

7.1 BackgroundThe Yamuna Expressway Project conceptually is a road project bundled with real estatedevelopment wherein the cash flows from the activities related to real estatedevelopment will be used to cross-subsidize the cash flows of expressway, as theexpressway project on its own will not be financially viable. Accordingly, the cash flowsgenerated from the real estate development activities will be utilized in two ways to fundthe construction of the expressway:

As internal accruals forming the part of promoter's equity contribution duringconstruction period.As cash flows to be used to repay a part of the expressway project debt duringoperations period.

Considering the importance of the role of real estate development activities in theproject, JIL appointed Cushman & Wakefield (C&W) to prepare a Market AssessmentStudy Report for real estate development along Yamuna Expressway. C&W accordinglysubmitted their Report in May 2009. Relevant extracts from the said report are mentionedin the following sections.

7.2 Objective & MethodologyThe primary objective of the study is the assessment of the micro markets for real estatedevelopment being planned along corridor, which is expected to be impetus foreconomic driver in the region. The assessment includes overview of Indian economy,overview of the state of Uttar Pradesh and the real estate market in India. Focus is onassessment of subject's micro market as a destination for real estate development basedon prevailing market trends and behavioural pattern of benchmark cities in India andabroad. The same will be achieved through the following methodology:

Macro Analysis: Analysis of the external factors and prevailing trends at the macrolevel and their influence on the market for the proposed development

Micro Market Study: Assessment of specific micro market conditions to enableidentification of possible opportunities for the proposed development along withcomprehension of local market forces

SWOT Analysis: Identification of strengths, weaknesses, opportunities and challengesfor the subject property through evaluation of the subject site

Assessment of Development Scenarios.

7.3 Scope of ReportThe exercise will entail an understanding of the following:

7.3.1 Real Estate Overview of the city, incorporatingCity Overview with focus on existing and upcoming growth corridorsKey Infrastructure initiatives of the governmentUnderstanding of Yamuna Expressway and its impact on economy of the regionStrengths and potentials of Yamuna Expressway

7.3.2 Residential/Commercial/Retail market dynamicsKey Residential, commercial, retail & hospitality projects in the Region. This wouldInclude their location, size and configuration.Residential market dynamics of the city

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7.3.3 Location AnalysisAssessing site locationMarket mapping and competition scan around the subject siteExisting landmarks around the subject siteInfrastructure around the subject site.Likely drive time from major city land marksApproach through road and time from city CBD, AirportSWOT Analysis

7.3.4 Assessment of Development ScenariosOptimistic Scenario (Achievable rental/capital value, estimation of spaceabsorption & achievable construction cost)Probable Scenario (Achievable rental/capital value, estimation of spaceabsorption & achievable construction cost)Pessimistic Scenario (Achievable rental/capital value, estimation of spaceabsorption & achievable construction cost)

The study has been undertaken on the basis of the following:Past Economic/ sectoral development - National / City / Relevant Micro marketContribution of Infrastructure development towards development of real estatesegmentsCase study of similar growth corridors developed in the past

7.4 Analysis of Macroeconomic EnvironmentBefore evaluating the business potential of the five properties to be developed by JILalong the Yamuna Expressway, the Report has analysed in detail the macroeconomicenvironment that can have a direct or indirect impact on the Project. The Report hastaken into consideration important variables of the relevant sections of themacroeconomic environment for establishing their conduciveness for the real estatedevelopment in the area around the Yamuna Expressway in long term.

7.4.1 Current Global Economic Downturn

The current global economic slowdown has affected most of the industries in India. Theslowdown, which started with the sub prime crisis in the USA during late 2007 and early2008, was compounded by the credit meltdown during the later half of 2008. The Reportmentions that although the downturn has led to weak sentiments currently prevailing inthe market, especially on the demand side, the recovery is expected to emerge towardsthe end of 2009 or early 2010. This would depend on local market dynamics prevailingacross the country.

It is to be noted that while the Americas and Europe have been affected the worst dueto the downturn, Asian countries have been in a better position to sustain the slow down.This is widely accepted to have been driven by consumption demand due to the vastpopulation existing in Asia, especially India, China and the south Asian countries.Therefore, when the recovery from the global economic down turn takes place, Asiancountries are expected to recover faster than other countries.

7.4.2 Indian Economy

India's consistent growth, gradual shift from the primary sector towards the secondaryand tertiary sector and newfound status as a preferred investment destination havestrengthened India's position as a force to reckon with in the years to come andestablished it as a formidable competitor on the global map. Also, positive investorperception, strong macro economic fundamentals along with various government--------w


initiatives to facilitate and augment growth in the economy indicate that India is all set toachieve even higher domestic growth rates.

The Report mentions the robustness of various economic indicators including GDP and itsgrowth rates, industrial growth, FDI inflows and private equity deals till FY 2008. Althoughthere is a downward trend in the above mentioned indicators during FY2009, Indiaremains the second fastest growing economy in the world. The report also highlights thevarious policy changes by central government, its thrust on infrastructure sector, variousinitiatives taken by RBI for sustaining liquidity and credit growth and their positive impacton the economy in the long run.

Although the current economic slowdown has retarded the pace of growth in thecountry, India confronts the current global economic and financial crisis from a position ofstrength owing to its strong macro economic fundamentals. Although, there are variousconflicting views regarding the exact time needed for the economy to revert to itsprevious high growth levels, the consensus view indicates that the short run focus shouldbe on sustaining liquidity and credit flows.

7.4.3 Real Estate Overview

The Indian real estate market has been witnessing slow down since Q3 2008. While realtyprices stagnated in certain micro-markets across cities in India, certain other micromarkets continued to witness an increase in prices due to micro-market dynamics. Therehas been a fall in rentals in key micro-markets across major cities in India. The slowdownwas fueled by high lending rates and domestic inflation rates during the early part of thequarter and the condition was further influenced consequent to the global credit crisisand economic slowdown across US and European markets towards the end of thequarter.

The residential segment has been largely affected by slow down as compared to othersegments of real estate in India. Residential projects, which have been funded largely bycustomer advances, have been severely hit by the slowdown in bookings. Next in line hasbeen the retail segment, wherein prevailing high rentals coupled with reduced footfallshave hit the bottom line of many retailers across cities in India. Vanilla segment of theretailers have been the largest hit by the current slow down as compared to anchortenants who have taken up space at comparatively lower rentals.

Developers have also been known to have put on hold planned development of malls totide over the current slowdown. New formats such as specialty malls, luxury retail space,concept of mall management & marketing is expected to make the retail segment moreorganized. Although commercial office space market also can be considered to havebeen affected by the slow down at large, specific micro market conditions have largelybeen the influencing factor as compared to the general slow down.

Although a multitude of factors has led to the current slow down in the real estate market,the prevailing scenario has done away with speculative investment and pricing that wasprevailing in various micro market across cities in India. The present situation is expectedto facilitate improved demand/supply situation whereby the real estate sector canemerge stronger and undertake a robust growth in the long term.

Over the long term, the sector is expected to revert to its uptrend, and perform in line withthe overall economy. In the short to medium term, the current slowdown is expected tocreate risk of a shakeout among medium-sized and small real estate players. The extentof the same would depend upon the duration and depth of the current downturn in thesector's performance. Besides, real estate sector in India has witnessed cycles of growthand slow down every 5 to 6 years. Therefore recovery from the present down turn isexpected to take place in due course of time.

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The Yamuna Expressway project including both infrastructure and real estatedevelopment is expected to be one of its kinds' in the country. The scale ofdevelopment requires the project to be phased over a period of 14 to 16 years.Considering this time frame, the present crisis would not be expected to have an adverseeffect on the proposed development plan. The developers can however be expected toadopt measures to minimize the adverse effect from any future occurrence ofsuch/similar crisis.

7.4.4 Uttar Pradesh - Overview & Opportunities

Uttar Pradesh historically has a very strong base for agriculture and related activities. Thestate has a strong performance in the sectors of sugar refining, cotton fabrics and foodprocessing. Over the years, the state government has taken a number of policy initiativesto diversify its economic base. Industrialization has been successfully pursued by the stategovernment. The advent of IT/ITeS industry along with the growing prominence ofNational Capital Region, led to the formation of NOIDA and Greater Noida. These regionstoday have made their presence felt on the Indian IT/ITeS map and making UP the forthlargest software exporter (USD 1 billion). A number of initiatives have been taken by thegovernment to promote industrial and infrastructural activities in the state which arediscussed in detail in the Report.

To support and facilitate further growth of the National Capital Region and other parts ofnorth India, the Central and state government have taken up new infrastructuralinitiatives. The development of NH 8 coupled with government initiatives, and its impacton the development of Gurgaon as one of the preferred IT destinations in the country - isa case in point. The development of NH 26, Delhi-Noida-Delhi Flyover and the GautamBudh Expressway (Noida-Greater Noida Expressway), have facilitated increased growth inthe region of NOIDA and Greater Noida.

The Yamuna Expressway project can derive strengths from the contribution ofinfrastructure in attracting economic drivers to a particular region. The real estatedevelopment that has been envisioned on the five properties can be expected to becomplimented by the government initiative to promote economic growth in the region.Key sectors such as Pharmaceutical, Bio Technology, Tourism, Hospitality, Leather,Automobile, Food Processing, Textiles, Aviation, Health Care, Financial Services andWarehousing/Logistics can be expected to perform as economic drivers across thesetownships.

7.5 Analysis of Microeconomic Environment

Development of any real estate project is a direct function of associated developmentsin its vicinity. The premise of the Project under consideration is also based on the sameconcept and that is why land parcels for real estate development have been bundledwith the Expressway so as to create a foundation for future townships, having residential,commercial and industrial complexes along the Expressway. For evaluating feasibility ofsuch an outcome, future developments plans and recent developments in and aroundthe immediate influence area can be useful pointers. C&W has gathered information onthese lines and has documented the same in the Report.

7.5.1 Yamuna Expressway

The Yamuna Expressway connects two important destinations of National andInternational importance - National Capital Delhi and tourist center Agra. Both theseplaces have high potential to generate traffic and economic development. The Projectroad will also provide connectivity between the various satellite towns of National Capital

Special Development ZonesMicro SDZ 50 Acres-200 Acres of Area

100-300 hectares, covering the following core activities, viz.Industrial, Institutional, Bio-Tech, Information Technology (IT/ITES),Sports, Recreational & Service Industry.

Mini SDZ

"Mega Projects" in Special Development Zone(s) (SDZs) along bothsides of the Yamuna Expressway (erstwhile Taj Expressway)between Greater Noida and Agra, initially up to Jewar (41.445kms from Greater Noida).

Mega Projects

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Region of Delhi i.e. Noida, Greater Noida, Ghaziabad, Meerut, Faridabad with Aligarh,Mathura and Agra. Mathura and Agra are well known international tourist destinations.

The Yamuna Expressway along with the existing NH-2 and NH-91 and interconnectivitybetween all three of them will form a good network of roads which in turn, open up a vastarea to holistic development in the following areas:

Upcoming huge urban conglomerates in NOIDA and Greater Noida with their ownpotential will have easy accessibility towards Aligarh, Mathura and Agra.

The proposed Export Promotion zones including Taj Economic Zone along the YamunaExpressway coupled with the Taj International Hub Airport will promote economicdevelopment of the area and the State of UP as a whole.

Safe, shorter travel time and the accessibility in the region will accelerate landdevelopment along the Yamuna Expressway in a planned manner for commercial,industrial, institutional amusement and residential purposes

7.5.2 Special Development Zones

Yamuna Expressway Industrial Development Authority (YEA) has planned to introduceeconomic and industrial drivers for overall development of the region along YamunaExpressway. YEA invited applications for Special Development Zone under open scheme(March 08 onwards). Land is to be allotted in SDZ for core activities like IT, industries,biotechnology, service sectors, commercial, residential and sports, according to theallocation policy.

In the first phase of this project, from Greater Noida to Jewer, 35,000 hectare of land willbe developed as special development zone. Out of 35000 hectare, 35-40% of the areawill be developed for main activities like industry, IT-institutions, ware housing,transportation, sports and assorted other industries services. While the remaining area,except the green area, will be developed for support activity like industrial, commercialand residential. Large projects that can not be accommodated in Noida or GreaterNoida are anticipated to come up here. According to allocation policy, SDZ is split intomorethan-1000 hectare, and the less-than-1000 hectare category. Please refer to tablebelow for the planned SDZs:

A number of such zones will come up all along the Yamuna Expressway right up to Agra.The new YEA authority comprises district Gautam Budh Nagar, Mahamaya Nagar(Hathras), Matura, Aligarh and Agra. From Gautam Budh Nagar to Agra, the YEA area isspread over 1 lakh hectare. In YEA identified area there will be 22 zones.

According to a survey, by 2011, Noida-Greater Noida will have 3,000 hectare ofresidential set-up, while industrial set-up will be spread over 26,000 hectare. According tosenior official from YEA, the acquisition of land for the Yamuna Expressway is beingcompleted and all the land is handed over for construction. Work on the specialdevelopment zone is likely to begin after the allotment.

Inventory Details

Javgee Greens - Noida

Area Released Area Sold %age Area(in lacs Sq ft) (in lacs Sq ft) Sold

Plots 7.98 4.71 59.0%Apartments - Phase I 37.32 23.60 63.2%Apartments - Phase II 51.99 26.45 50.9%Sub-total (A) 97.29 54.76 56.3%Jaypee Greens - Greater NoidaEstate 6.39 4.86 76.1%Villa 7.03 5.57 79.2%Apartments 2.13 1.95 91.5%Courts 30.89 14.18 45.9%Town Homes/ Centre/ Personal Floor 2.14 1.00 46.7%Subtotal (B) 48.58 27.56 56.7%Grand Total (A+B) 145.87 82.32 56.4%


Greater Noida Industrial Development Authority has earmarked 3500 hectare forproposed Taj International Aviation Hub.

7.5.3 Jaypee Greens Development

Jaypee Greens is the maiden real estate project of the Jaypee Group spread over 452acres along the Expressway from Noida to Greater Noida. The project was launchedtowards the end of 2006 and the progress of this real estate project in last two and a halfyear can be good indicator about the future progress on the five land parcels underYamuna Expressway, especially the land parcel in Noida measuring 894 crore due to itsproximity to Jaypee Greens.

Key features of the Jaypee Greens project are as follows:The residential units are offered in two formats

Individual homes (Estate Homes/ Golf Villas/ Elegant Homes) - 350 units; andApartments - 1200 units

300 room luxury spa hotel in association with 'Six Senses & Spa'18 hole and 9 hole Golf Course designed by Graham Cooke350 yard driving rangeGolf Academy

Integrated Sports Complex60 acre Park and Nature ReserveTown Center for retail & entertainment outlets and Commercial Center providingfor both retail and commercial spaceFacilities provided include, conveniently located Creche, school, college, healthcare and other community facilities

As on April 30, 2009; the inventory status Jaypee Greens - Noida and Jaypee Greens -Greater Noida is mentioned in the Table below:

From the Table above, it can be seen that in last two and a half years, the Jaypee Groupwas able to sell around 56% of the developed area released. It also indicates that thegroup has the wherewithal to undertake the development of the scale envisaged in theProject. The group with its subsidiaries involved in cement, power and design &engineering consultancy should be able to successfully backward integrate its operationsto enable successful implementation of the Project.

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7.6 Location Analysis

The subject properties (five in number) lie in thinly populated areas along Yamuna River.The subject properties are located towards the north-east side of the River Yamuna alongthe proposed alignment of Yamuna Expressway as indicated on the map below:

7.6.1 SWOT Analysis

7.6.1.1 NoidaSTRENGTHS WEAKNESSES

Locational Advantage- Proximity established town Noida Public transport system yet to beand upcoming town Greater Noida developed to cater to the demand.

n Excellent Road networkn Nearby micro-locations have emerged as highly preferred

Industrial, commercial S. residential locations for middle,upper middle and upper classes

n Social infrastructure in Noida and Greater Noida hasdeveloped at a fast pace in the last 7-8 yearsProperty lies within Proposed Master Plan (Noida-2021)Size of proposed township (>200 acres) supports residential,commercial, retail and institutional components to form selfsustaining projects.

OPPORTUNITIES THREATSn Proposed Eastern corridor passing Noida would enhance Large supply is expected in the next

regional connectivity of the subject properties 4-5 years in the micro market ofn Proposed International airport and Aviation Hub at Jewar Noida and Greater Noida. This may

(approximately 30 Kms from subject site) would enhance air- result into an oversupply thus wouldconnectivity of the proposed development on subject be impacting the rentals.property. Large Scale size of the project (894

n Proposed Formula- 1 track in close proximity would enhanceproperty prices in and around subject site.

acres)



7.6.1.2 Agra

STRENGTHS WEAKNESSESClose proximity to Agra City (approximately 5 Kms) Lack of initiative by private developers

n Excellent Road network in past

n Nearby micro-locations are established Industrial, commercialand residential locations for middle, upper middle and upperclassesExisting Social and physical infrastructure to backup theproposed developmentLow land prices as compared to other prominent location inthe national capital region.Properties lie within Proposed Master Plan limits of Agra.Size of proposed township (>200 acres) supports residential,commercial, retail and institutional components to form selfsustaining project.Subject property possess decent frontage along YamunaExpressway.

OPPORTUNITIES THREATSStrong Industrial base of Agra is expected to support proposed Delay in completion of proposedresidential development of subject site. Infrastructure development projects,Agra is a concentrated and congested city. Proposed can adversely affect the proposeddevelopment is expected to provide a better living development.environment to the resident population of Agra off the Possibility of over-supply if all thecongested core however accessible to the existing social and township projects are delivered at thePhysical infrastructure. same time

Large scale of project (1235 acres)

7.6.1.3 Dankaur/ Jaganpur

STRENGTHS WEAKNESSESStrategically located on junction of proposed Eastern Surrounding development is inExpressway and Yamuna Expressway. nascent stages of its developmentFormula 1 Track on immediate neighborhood (3 Kms) phase.

n Subject site falls under Greater Noida Development Authoritylimits.Proposed Night Safari camp is located at a convenientdistance of 900 m from subject propertySize of proposed township (>200 acres) supports residential,commercial, retail and institutional components to form self asustaining project.Proposed Gautam Budha University is in close proximity to the

subject site (1 Kms)n Dankaur Railway Station is located at a convenient distance

of 3 Kms from subject siteOPPORTUNITIES THREATS

Proposed Eastern corridor passing Noida would enhance Large supply is expected in the nextregional connectivity of the subject property 4-5 years in the micro market ofProposed International airport and Aviation Hub at Jewar Noida and Greater Noida. This may(approximately 18 Kms from subject site) would enhance air- result into an oversupply thus wouldconnectivity of the proposed development on subject be impacting the rentals.property. Large scale size of the project (1235Proposed Formula- 1 track in close proximity would enhanceproperty prices in and around subject sites.

acres)

Proposed Metro rail station at a distance of 2 Kms wouldenhance connectivity through public transportation.

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7.6.1.4 Mirzapur Village

STRENGTHS

WEAKNESSESStrategically located in close proximity to proposed

• Surrounding development is in

International airport and Aviation Hub (approx. 8 Kms)

nascent stages of its developmentSubject site possess decent frontage along proposed Yamuna

phase.Expressway. n Currently there is a lack of socialFormula 1 Track in close neighborhood (18 Kms)

infrastructure in and around subject

Size of proposed township (>200 acres) supports residential, site

commercial, retail and institutional components to form self a n Public transport system is yet to be

sustaining project. developed in the region

Proposed Gautam Budha University is in close proximity to thesubject site (15 Kms)

OPPORTUNITIES

THREATSProposed Eastern corridor passing Noida would enhance • Large supply is expected in the next 4-regional connectivity of the subject property 5 years in the micro market of NoidaProposed International airport and Aviation Hub at Jewar

and Greater Noida. This may result into(approximately 8 Kms towards south-east of subject site) would

an oversupply in micro-markets andenhance air- connectivity of the proposed development on

thus would be affecting the rentals ofsubject property. the projects proposed in the fringes of

Proposed Formula- 1 track in close proximity along with these growing markets.

proposed airport would enhance property prices in and • Large scale size of the project (1235

around subject sites. acres)

Proposed Metro rail station at a distance of 15 Kms wouldenhance connectivity through public transportation.

7.6.1.5 Tappal

STRENGTHS WEAKNESSESStrategically located in close proximity to proposedInternational airport and Aviation Hub (approx. 10 Kms

n Surrounding development is in nascentstages of its development phase.

towards north-west of the subject site) Currently there is a lack of socialSubject site possess decent frontage along proposed Yamuna infrastructure in and around subjectExpressway. siteSize of proposed township (>200 acres) supports residential,commercial, retail and institutional components to form self asustaining project.

Public transport system is yet to bedeveloped in the region

Subject site is located a distance of 80 Kms from Agra throughproposed Yamuna Expressway.

OPPORTUNITIES THREATSn Proposed Yamuna Expressway would enhance regional n Large supply is expected in the next 4-

connectivity of the subject property 5 years in the micro market of Noidan Proposed International airport and Aviation Hub at Jewar and Greater Noida. This may result into

(approx. 10 Kms towards north-west of subject site) would an oversupply in micro-markets andenhance air- connectivity of the proposed development on thus would be affecting the rentals ofsubject property. the projects proposed in the fringes of

Proposed airport in close proximity would enhance property these growing markets.

prices in and around subject site. Large scale size of the project (1235acres)

7.7 Development ScenarioEach city and micro - markets located within the city have developed based oneconomic drivers, infrastructure development, demographic profile of residents andpolicy initiatives undertaken by regulatory authorities. Each real estate developed market

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has evolved subject to market dynamics, growth patterns and competitive developmentswhich are specific to each market. Considering the size/scale of the project and themicro market in which it is located, the proposed project would typically take 14 - 16years to develop completely. The success of the proposed development would dependon the micro market dynamics, the quality of development, the phasing of thedevelopment and the pricing strategy adopted.

Floor Space Index (FSI) for Noida development has been taken as per approved masterplan ranging from 1.2 to 2.75 and for other locations FSI of 1.5 has been adopted underthe terms of Concession between the Concessionaire and YEA to arrive at the proposedbuilt up area.

7.7.1 Township Development - Economic Drivers

Considering that the real estate development would be dependent on the presence ofkey economic drivers in each township, industries that are estimated to be key economicdrivers are as follows:

Auto Food I Food Agra Tourtairn &t °cabal / Industry Automotive Components 1T/1ieS Processing Processing Hospitality Te..:1 K-3 i eatner

Noida - 894 acres

Agra - 1235 acres

Dank aur - 1235 acresMirzapur - 1235 acresTappal - 1235 acres

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M . rzapur - 1235 acres

TaPPal • 1235 acres

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The Yamuna expressway is expected to be the prime facilitator for industries to set upoperations in the integrated townships. Other key infrastructure developments whichhave been initiated, would contribute to the development of the entire National CapitalRegion as a key economic hub:

Ganga Expressway - 1047 kmsKundli - Manesar - Palwal (KMP) Expressway - 135 kmsEastern Peripheral Expressway - 105 kmsDelhi Mumbai Industrial Corridor - 1483 kmsEastern Freight Corridor (Ludhiana to Dankuni) - 1800 kms

The presence of vast population in western Uttar Pradesh with favourable demographyand potential to be trained in requisite skills would also facilitate setting up of keyindustries in the region.

The development of the international airport along the expressway would provideessential connectivity to other parts of the county and international travel. This nature ofconnectivity is one of the key criteria's that are considered by industries / entities forsetting up their operations. The presence of the international airport would also provide

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this corridor with a competitive edge in attracting companies to set up operations incomparison to other expressway corridors in the region.

The development of Formula One track which is expected to be operational by2011would put the region on the world map. This would provide the expressway corridorand the real estate development visibility in marketing the entire development as awhole. Auto and auto components industries (both domestic & international) would lookforward to having a presence in the region, considering proximity to the Formula Onetrack and facilities. The Formula One track is expected to boost tourism in the area.Although the event is a once in a year affair, related events/motor racing can beexpected to be scheduled on the facilities. This would mean that Tourism & Hospitalitysector would be expected to have a major presence in the region. The expected influx oftourists to the region provides avenues for developing theme based tourismdevelopments in the region. The proposed development of 'Night Safari Park' in GreaterNoida (for which Supreme Court has recently passed a favorable judgment) is a case inpoint.

The successful implementation of economic drivers would contribute to the overalldevelopment of each individual township. The presence of economic drivers in each ofthe integrated township development would be dependent on favourable demographicprofile, availability of relevant talent pool, policy initiatives of the state government andlast but not the least the completion & successful operation of the Yamuna Expressway.

Considering that the integrated townships are expected to be developed in a time frameof 14 to 16 years, enabling availability of requisite talent pool for various industries to beset up would be essential in attracting the scale of industries to drive the economy ineach township. This would create a need to set up finishing schools, training workshopswhich can contribute in creating vast talent pool to suffice the requirement generated.

7.7.2 Development Scenarios

The development components included in the below scenarios are to be considered asfollows:

The commercial development includes commercial office space, retail &entertainment and hospitality development.Institutional development includes educational institutions (schools & colleges),hospitals and other civic structures.Residential development includes apartment and villa development

All the three development scenarios have been considered with the following underlyingassumptions:

The Yamuna Expressway would be completed within realistic timelinesThe International Airport would be constructed and operational in timelines thatwould facilitated economic activity for the integrated townshipsThe Formula One track would be constructed and operational within realistic timelines(presently targeted to operational in 2011)

The difference between the three scenarios would be in terms of scale of economicdrivers being set up and the development of self sustaining townships. It is to be notedthat sufficient captive demand needs to be created for ensuring development ofresidential, retail/entertainment, hospitality, institutional components of the township.

Pointers Optimistic Scenario Probable Scenario Pessimistic Scenario

Development Time Frame 12 - 14 years 16 - 18 years 20 - 22 years

Sale Price Escalation 8% - 9% 5% - 7% 3% - 4%

Cost Price Escalation 3% - 4% 5% - 6% 7% - 8%

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Site CommercialDevelopment

Rs./sq.Const. Costft.

Institutional ResidentialDevelopment Const. Cost Development Const. Cost

Rs./sq. ft. Rs./ sq. ft.

AI.t8-

Noida 7800 3680 2400 1380 5000 2300Agra 5400 3105 1680 1093 4500 2415Dankaur

3600 2415 1320 920 3000 1495MirzapurTappal

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3000 1650 1080 748 2500 1265.Mirzapur

Tappal

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2400 1610 840 690 2000 1150MirzapurTappal

The above three scenarios, the rental & capital value and construction cost are based onthe following assumptions:

Capital value for commercial and institutional components has been calculatedbased on a capitalisation rate of 10%. Typically the yield rate ranges from 9% to 12%.Actual realizable value will depend upon negotiation and transaction peculiarity.The construction cost includes the following:

Cost of construction of each componentArchitects & Consultants fee (5.0 % - as a percentage of construction cost)Pre-operative Expenses (2.0% - as a percentage of construction cost)Advertising & Marketing Cost (3% - as a percentage of construction cost)Miscellaneous & Contingencies (5.0% - as a percentage of construction cost)

Each property will be developed in phases with support infrastructure in place tofacilitate a real estate environment.Quality of development would be on par with comparable developments in adeveloped market - commanding the values mentioned above.Target market for the segments would be existing in the real estate market, driven byeconomic drivers that are attracted to each of the proposed townships & availabilityof adequate support infrastructure.The market in which the property is located would have similar demand/supplydynamics as has been seen in developed real estate market.The property to be developed would have sufficient development of all componentsof real estate.

If conditions exist to the contrary then the prices mentioned above would not be relevant.

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8. PROJECT COST & MEANS OF FINANCE8.1 Project Cost

The total project cost has been estimated at Rs. 9739.29 crores by the company. Asummary of the cost components is presented below:

S.No. Description Amount(Rs.in Crs.)

1 Land acquisition for Expressway 900.002 Land acquisition for Development 1719.003 Cost of Construction

ASite clearence, Dismantling, Earth Work, Construction of Culverts &

underpass, Drains & Retaining Wall and Maintenance of HaulageRoad

1380.00

B

Bridges & Vehicular Underpasses and Construction of Interchanges- Site Clearences, Dismantling, Earthwork, Granular Base Course andSub Base, Cement Concrete Pavement ,Bituminous CourseDrainage & Protection Works, Bridges & Structures, Electrical &

Landscaping.

1130.00

CEarthwork, Granular Sub-Base and Base Courses, Cement ConcretePavement, Drainage and Protection Works, Traffic Signs, Markingand other Appurtenances, Miscellaneous

2570.00

D Toll Plazas & other infrastructure 120.00E PMC ,Supervision & Other Charges 100.00

Cost of Construction (Sub- total) 5300.00

4 Prelim. & Preoperative Expenses 240.00

5 Contingencies 230.00

5 Interest During Construction 1350.29

Total Project Cost 9739.29

The project cost is based on the estimation by the company, who has a variedexperience in implementing large infrastructure projects in the country, in consultationwith their design engineer ICT. The DPR has since been approved by RITES, which wasappointed by YEA.

The cost of acquisition of land has already been finalized is as per the actuals estimatedby the YEA. For the cost for shifting of utilities, any optimization of design, additionalstructures, service roads, utility ducts, toll plaza equipments, roadside facilities companyhas estimated a lump sum final value.

The Preliminary & Pre-operative Expenses involve expenses likely to be incurred during theconstruction period on Insurance, Financing Fees, Bank charges, Supervision andIndependent Consultant's Fees.

The Commercial Operations Date (COD) of the project is expected to be from 1st April2011. The concessionaire has already incurred an expenditure of Rs. 3138.81 crores on theProject as on 31 st March 2009.


8.2 Means of FinanceThe total project cost is proposed to be financed by a debt - equity mix of 1.60:1. Theproposed components of financing are -

Means of Finance (Rs in Crore

Debt 6000.00Equity incl IPO / Sponsor Support 2250.00Contribution from Real Estate Development 1489.29Total 9739. 29Debt equity ratio 1.60

The Company has already brought in 1,888.65 crore (share capital of Rs. 1,125.00 crore(including Rs.24 crore as Share Premium and Rs.135 crore as Share Application Money)contributed by JAL & its associates and real estate proceed of Rs. 763.65 crore) out of thetotal equity of Rs. 3739.29 crores required for the project as on May 31 St , 2009. Also, ICICIBank has sanctioned term debt of Rs. 3000.00 crore for part financing the project, out ofwhich the company has already drawn Rs. 2000.00 crores upto May 31 o, 2009.

As per the works contract agreement it has already released 900.00 crore to JAL asinterest free mobilization advance which will be adjusted in the future billings to thecompany. Also, no difficulty is envisaged in their being able to meet their commitmentsfor the Project given their resourcefulness.

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Key Indicators

LevelProect IRR 20.79 %

2.38Avera g e DSCRMin DSCR 1.36



9. PROJECTED FINANCIAL INDICATORS

The assumptions used for preparation of financial projections for the Project are listed atAnnexure - IX. The detailed projected P&L statements; cash flow statements and balancesheet statements (including that of construction period) are enclosed as Annexure X.

9.1 Key FinancialsRs. in crores

or the YE

arch 31,Months ofOperation

2012

12

2013

12

2014

12

2015

12

2016

12

2017

12

2018

12

2019

12

2020

12

2021

12

2022

12

2023

12

2024

12

2025

12

Toll Revenue 303 322 343 410 436 465 552 586 621 738 782 826 977 1.031

Real EstateRevenues

3.506 2.549 3,112 5,966 10,163 9,452 10,777 11,010 10,452 10,327 11,150 10.889

Total Revenue 303 322 3,850 2.959 3,549 6.431 10,716 10,037 11.398 11,748 11.235 11,153 12,127 11,921

Road OperatingExpenses

71 74 78 98 99 90 95 100 273 232 155 163 171 210

Real estateExpenses

2.460 1,788 2,183 4.421 7,668 7.059 8.109 8.392 8.113 8.126 8,812 8,597

Total Expenses 71 74 2,538 1.886 2.282 4.511 7.763 7,159 8.381 8,623 8.268 8,289 8.983 8,806

EBITDA 232 248 1,312 1,073 1.266 1,920 2.953 2.879 3,016 3.125 2,966 2.865 3,144 3.114

Depreciation 223 223 223 223 223 223 222 223 223 223 222 223 223 223

Interest 810 798 746 676 602 551 505 450 408 388 368 289 138 5

PBT (802) (773) 343 174 441 1,146 2.227 2.206 2.385 2.515 2.377 2.353 2.783 2.886

Tax - 58 30 75 195 378 375 405 427 404 400 473 491

PAT (802) (773) 285 145 366 951 1.848 1.831 1.980 2.087 1.973 1.953 2,310 2.396

PrincipalRepayments

35 176 505 537 523 310 380 441 145 145 165 981 1,287 455

DSCR 1.36 1.79 1.85 2.06 2.26 3.05 2.97 3.11 4.19 3.69 3.84 1.55 1.51 1.54

9.2 SensitivityThe critical factors affecting the profitability projections are drop in traffic levels and dropin real estate prices assumed in the financial model. Accordingly, the sensitivity analysishas been carried out for the following four cases:

articulars Average DSCR Minimum DSCRBase Case 2.38 1.36AADT traffic lower by 10% 2.32 1.33

( c) Base real estate prices across all segments lower by 10 % 1.73 1.12(d) Combined scenario of (b) + ( c) 1.68 1.07

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10. RISK FACTORS & MITIGANTS

As explained in the table below, various critical risk factors for the project have beenaddressed and adequate risk sharing/mitigation measures have been put in place toensure smooth implementation and operation of the project.

RISK FACTORS Mitigation / CommentsSPONSOR RISK

Sponsor Experience& ExecutionCapability

•

•

•

•

The Sponsor, JAL, has requisite experience indevelopment, construction and operations ofinfrastructure and real estate projects. Further JAL alsohas requisite financial, managerial and implementationcapability.JAL has been involved in the construction of majorengineering and real estate projects in India for over 30years, specializing in complex hydropower, river valleyprojects and township projects.JAL has been in the construction business for aboutthree decades and has executed several engineeringproject for Government of India and most of theseprojects were completed on schedule without anypenalty under LD clause.To optimize the risks allocation during both constructionas well as operation stage, JIL would take the necessaryinputs from Sponsor, PMC, technical consultants andadvisors.

DEVELOPMENT RISKI. Pre-Construction RiskFinalization of keycontracts /agreements

•

•

CA with YEA has already been executed in February2003.JIL has already entered a cost plus contract with JAL forexecution of the project in November 2007.

Impact onEnvironment

•

•

•

Environment Impact Assessment in respect of theProject has already been carried out by JIL in March2004, confirming that the impact on the environmentdue to the implementation of the project would beminimal and within acceptable standards.Tree cutting permission has already been obtained.All systems/buildings discharging effluents have beensituated outside the limits specified in the Governmentorder for PCB Clearance in the master planningexercise.

Approval/consents/Permits

•

•

As per the works contract agreement entered betweenJIL and JAL, the responsibility of obtaining all thestatutory approvals and permits lies with the contractori.e. JAL.JAL has already initiated necessary steps to get therequisite approvals for the project.

Funding Risk • The project cost of Rs. 9739.29 crore is proposed to befinanced with a debt equity ratio of 1.60:1 andconsidering the project being an infrastructure projectthe DE ratio can be considered satisfactory. Thistranslates into an equity requirement of Rs. 3739.29

II. Construction Risk



RISK FACTORS Mitigation / Commentscrore and debt requirement of Rs. 6000 crore.41.32% of the equity contribution has been alreadybrought into JIL.JAL proposes to contribute additional Rs. 510 crorethrough its own sourses and proposes to contribute theremaining equity through a combination of IPO andaccruals from the real estate development along thecorridor. As stipulated in the Indicative Term Sheet, JALwill furnish a shortfall undertaking to bring in additionalfunds in a form & manner satisfactory to the Senior RTLLenders, for cases of gap in means of financing fromthese sources, if any.Further, JIL has already tied up Rs 3000 crore out of therequired Rs 6000 crore from ICICI Bank through facilityagreement dated 30th June 2008 and 30 th September2008. Till 31st March 2009, ICICI Bank has disbursed Rs.1675 crore for the acquisition of land and constructionactivities.JAL is resourceful, has strong net worth with sufficientliquidity and robust business model. The Sponsor has inpast-demonstrated strong capability in meeting theirinvestment commitments in other project developmentundertaken by them.As on 31 st March 2009, JIL has received considerationaggregating Rs 555.23 crore as real estate proceeds.Given the growing economy of Noida region andexperience of promoter in selling and marketing ofsimilar project "Jaypee Greens Greater Noida",bringing in the equity from real estate developmentdoes not pose a maior fundina risk to the oroiect.

Land Acquisition

Performance ofConstructionContractors

According to the CA, YEA is under obligation to handover of the Right of Way, free from all encumbrances forthe project site.JIL has already acquired the entire land requirement of3991 acres for the Expressway and 41 acres out 753acres required for the interchanges. In total, around 80%of the total land required for the construction hasalready been acquired and the balance will beacquired in due course of time.The company has already awarded a cost-pluscontract to JAL in Nov 2007, which has in the pastexecuted a number of infrastructure projects in power,irrigation and road sector. JAL has demonstratedcapabilities in management of execution of largeprojects. This will lead to the Project benefiting fromresources and capabilities of the project Sponsor inmanagement and execution of road projects.JAL shall be fully responsible for the acts, defaults,omissions and neglects of any subcontractor.Strong Contractual structure for Performance under thecontract with liquidated damages forunderperformance.

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RISK FACTORS Mitigation / CommentsProject Delay/ CostOverrun

•

•

•

The contract is being designed so as to incorporateadequate LDs for delay.Considering the track record of JAL of completing majorcomplex projects on time, no delay is envisaged incompleting the said project on time.As stipulated in the Indicative Term Sheet, JAL will furnisha cost overrun undertaking to bring in additional fundsin a form & manner satisfactory to the Senior RTLLenders, for cases of any cost overrun.

Utilities duringconstruction

• Under the works contract it is contractor's responsibilityto make arrangements for power, water etc. duringconstruction of the road.

Inability to performunder constructioncontracts

• Penalties/ liquidity damages (LDs) for delay incompletion/other defaults envisaged.

Force Majeure (FM) •

•

•

It is the contractor's responsibility to takecomprehensive insurance package during theconstruction period.In the event of termination of contract due to ForceMajeure event the CA stipulates that

o YEA is liable to pay the company all theacquisition and the development cost withrespect to expressway

o Land given to the company for development tillthe date of termination shall remain with thecompany.

The sponsor JAL will undertake to meet any shortfall inamount payable in respect of the facility on account oftermination of the concession agreement.

Design risk • The contractor has appointed LEA Associates,Intercontinental Consultants, Scott Wilson and CES asPMC's for various stretches of the expressway, whoalong with the project management team of JAL wouldmonitor the execution of the project. Also appointmentof Lenders' Engineer is envisaged who will oversee thatactivities of various parties involved in the project.

3. OPERATIONAL RISKSUnderperformanceof Facility

•

•

•

The defect liability period shall be valid until 12 monthsafter completion of the project during which thecontractor shall be liable to making good any damageto any section or part of the work.Defect liability provision for constructioncontractors/suppliers.JIL would enter into an O&M Contract with anexperienced O&M Contractor.

Insurance Risks • JIL proposes to obtain a comprehensive insurancepackage covering various insurable risks relating to theconstruction and operations of the Project. JIL hasalready taken Contractor's All Risk Insurance with effectfrom 1 st October 2008 from United India InsuranceCompany Limited. JIL/Contractors has also taken TheWorkmen's Compensation Policy.



RISK FACTORS Mitigation / Comments Traffic / RevenueRisks

ExpresswayDetailed Traffic Study has been conducted by "DesignAid consultants" for identifying the potential traffic &growth rate.GOUP has not notified a toll policy but the same isexpected to be done prior to COD. The toll structuretaken for the purpose of financial projections are thetoll rates being charged on the Mumbai-PuneExpressway. Toll rates have been escalated @ 12%every 3 years.The toll plaza is proposed to be strategically located tocapture maximum toll able traffic.

Real EstateCushman & Wakefield has prepared a detailed marketreport and has estimated the demand for residentialcommercial and institutional properties and theirexpected realizations for the proposed landdevelopment at Noida, Dankaur, Tappal, Mirzapur andAgra.In the base case financial model, on conservativebasis, no escalation is assumed in sale price of thedeveloped land/ structures during the entireconcession period.Company's debt service capability remainscomfortable under sensitivity analysis of 10% on thebase rates.

Risk of MaterialDefault

CA provides for a 90 days grace period before thecontract would be terminated in case of default.In the event of termination of contract due to ForceMajeure event the CA stipulates that

o YEA is liable to pay the company all theacquisition and the development cost withrespect to expressway

o Land given to the company for development tillthe date of termination shall remain with thecompany, though the company has the optionto return the land to YEA and recover acquisitionand development cost incurred by thecompany till date

The sponsor JAL will undertake to meet any shortfall inamount payable in respect of the facility on account oftermination of the concession agreement within threemonths of issuance of termination notice.

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11. CONCLUSION

Jaypee Infratech Limited is promoted by the Jaiprakash Associates Ltd. The promoters ofthe company are resourceful, and have significant experience in development,financing, construction, operation and management of large and complex infrastructureprojects in India. The Promoters have a proven ability to execute projects within time andbudgeted costs.

The proposed expressway project is first of its kind in India. 165.37 km, 6 lane concretepavement access controlled expressway to be constructed by the company shall reducethe travel time between New Delhi and Agra to 2 hours from the present 4 hours. JIL hasalready awarded the contract to build the expressway to its parent JAL, and is expectedto be completed by March 31st, 2011.

The project has been divided into three sections (earthwork, structures and expresswayconcretization) based on geography and type of work. Each of these sections will have itsown design, supervision and construction team like Lea Associates South Asia Pvt. Ltd.(LASA), Louis Berger Group Pvt. Ltd. (LBI) and Consulting Engineering Group Pvt. Ltd. (CEG)etc. They are established international players in the Infrastructure sector. JAL has alsoestablished a dedicated in-house team and has recruited professional staff to ensuretimely completion of project. The sections have been further broken down into a total ofvarious construction packages taking into consideration the specific constructionrequirements and planning.

For improving the viability of the project, YEA has also provided JIL the rights fordevelopment of 2500 hectares (1235*5 = 6175 acres) of land at five different locationsalong the Yamuna Expressway to generate the non-toll revenue in the form of real estatedevelopment. M/s Design Aid has conducted the Traffic study for the project while M/sCushman & Wakefield has conducted the real estate potential for the same.

The project structure ensures risk mitigation measures, adequate debt servicingcapabilities and reasonably good returns to the stakeholders. The projected financialindicators are satisfactory under adverse scenarios. The project is financially &commercially viable.

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ANNEXURE I - DETAILED TERMS & CONDITIONS

The detailed terms and conditions of the facility to be syndicated are as under:

Project The Project involves Design, Engineering, Finance, Construction, Operationand Maintenance of 165 Km long 6-lane Expressway along with theassociated structures between Noida and Agra on BOT basis in the state ofUP (Yamuna Expressway Project (YEP)) and acquisition of around 6175acres of land at Noida, Tappal, Mirzapur, Dankaur and Agra for Real EstateDevelopment.

Project Sponsors Jaiprakash Associates Ltd. (JAL)Borrower Jaypee Infratech Ltd ("JIL" or "Borrower")Shareholdingstructure

JAL - 98.86%Others - 1.14%

Scheduled CODof YEP

April 1, 2011

Project Cost &

FacilityThe total expenditure for the Project is estimated to be approx. Rs. 9739.29crore ('Total Project Cost") as under:

Description Amount (Rs. in crs.)Cost of land for Expressway 900.00Cost of land for Development 1719.00Cost of construction of Expressway 5300.00Preliminary & Preoperative Expenses 240.00Contingencies 230.00Interest During Construction 1350.29Total Project Cost 9739.29

The RTL facility is Rs. 3000.0 crore, in addition to Rs. 3000 crore of term debtsanctioned by ICICI Bank The RTL facility shall be used for part financing theaforesaid Total Project Cost.

Debt Facilitiesand Sizes

Rs. 3000 crore

Senior Lenders ICICI Bank and other banks/ financial institutions participating in the RTLfacility

Availability Unless otherwise agreed by the Lenders/ Lenders Agent in writing, drawalsfrom the loan shall be available till 6 months beyond the scheduled COD.

EquityCommitment &

ShareholderUndertakings

The total equity requirement ("Equity") of Rs. 3739.29 crore for the Projectwill be contributed in JIL by way of:

Promoter's Equity Rs. 1500.00 crore

IPO/ Sponsor Support Rs. 750.00 crore

Internal Accruals Rs. 1489.29 crore(from Real Estate Development)

JAL agrees to provide a Sponsor's Undertaking to contribute any shortfallin the Equity component, proposed to be infused through IPO and InternalAccruals, from their own sources.

In the event the promoter contribution for the Project is brought in the formother than equity/internal accruals, then the repayment/ redemption ofsuch amount shall be sub-ordinated to servicing of term debt from Lenders



and the Borrower will furnish an undertaking in this regard.

Upfront Fee The Borrower shall pay a one time up-front fee at the rate of 0.25% of theAggregate Facility Amount, plus applicable service tax thereon, on thedate of execution (Execution Date) of Facility Documents.

Commitment Fee The Borrower shall additionally pay a commitment fee of 1.20% p.a. fordrawings not made beyond 60 days in variance with the draw downschedule. Quarterly Drawdown Schedules can be amended or replacedwith thirty (30) days notice prior to the actual drawdown dates, withoutattracting any commitment fee. The fees will be calculated on the basis ofdrawings not made and the number of days deviated from the scheduleddates.

Interest Rate The Borrower shall, until the Loans are fully paid off, pay to the SeniorLenders:

Floating interest rate linked to respective bank's PLR, with an effectiverate of 12.50% p.a. on the date of documentation, payable monthlywith interest spread reset option every 12 months.

The first such interest spread reset will take place on the expiry of 12months from the date of first disbursement.

The interest as above, shall be payable by the Borrower in arrears on the1 st of each month (each an Interest Payment Date). Such interest shallbecome payable from the first Interest Payment Date falling after the dateof first disbursement.

The Borrower shall pay interest tax / other levies / duties, if any, applicableover and above the rates mentioned above.

Moratorium and Loan Tenor: Door-to-door tenor of 15 Years starting from September 2009Repayment (Q2 of FY 2010) and including the balance construction period of 21

months and ending on the last repayment date (Jun 30, 2024).

The Borrower shall repay the Loan in 53 quarterly instalments, starting fromQl FY 2012 (Apr-Jun 2011) and ending in Ql FY 2025 (Apr-Jun 2024), as perthe following schedule:Repayment Date Re pa ment in % Repayment Date Repayment in %

IIFCL* Others IIFCL* OthersJun-11 0.06% 0.18% Dec-17 0.06% 2.23%Sep-11 0.06% 0.18% Mar-18 0.06% 2.23%Dec-11 0.06% 0.18% Jun-18 0.06% 2.60%Mar-12 0.06% 0.18% Sep-18 0.06% 2.60%Jun-12 0.06% 0.43% Dec-18 0.06% 2.60%Sep-12 0.06% 0.43% Mar-19 0.06% 2.60%Dec-12 0.06% 0.43% Jun-19 0.06% 0.83%Mar-13 0.06% 2.79% Sep-19 0.06% 0.83%Jun-13 0.06% 2.98% Dec-19 0.06% 0.83%Sep-13 0.06% 2.98% Mar-20 0.06% 0.83%Dec-13 0.06% 2.98% Jun-20 0.06% 0.83%Mar-14 0.06% 2.98% Sep-20 0.06% 0.83%Jun-14 0.06% 3.17% Dec-20 0.06% 0.83%Sep-14 0.06% 3.17% Mar-21 0.06% 0.83%Dec-14 0.06% 3.17% Jun-21 0.06% 0.83%

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Mar-15 0.06% 3.17% Sep-21 0.06% 0.83%

Jun-15 0.06% 3.68% Dec-21 0.06% 0.83%Sep-15 0.06% 3.68% Mar-22 0.06% 0.83%Dec-15 0.06% 3.68% Jun-22 7.50% 2.50%Mar-16 0.06% 1.32% Sep-22 7.50% 2.50%Jun-16 0.06% 1.82% Dec-22 7.50% 2.50%Sep-16 0.06% 1.82% Mar-23 7.50% 2.50%Dec-16 0.06% 1.82% Jun-23 11.75% 2.50%Mar-17 0.06% 1.82% Sep-23 11.75% 2.50%Jun-17 0.06% 2.23% Dec-23 11.75% 2.50%Sep-17 0.06% 2.23% Mar-24 11.75% 2.50%

Jun-24 20.25% 1.67%* Repayment for IFCL would be different than the other lenders, if IIFCLparticipates in the debt funding.

15. Prepayment The Borrower shall have the right to prepay, in part or full, the Loan, whichwill be adjusted in the inverse order of maturity. In this event, the Borrowershall be liable to pay a pre-payment premium @ 1% of the pre-paidamount.Notwithstanding the above, no pre-payment penalty will be payable forprepayments under the following circumstances:

In the event, the interest rate so re-set is not acceptable to theborrower, it shall have the right to prepay on the interest reset dateprovided it shall notify its intention for making such prepayment within30 days from the interest reset date and such prepayment is madewithin 60 days of interest reset.Prepayment of loan from the proceeds of the IPO.

(c) Prepayment of loan from internal accruals with 30 days prior writtennotice to the lenders.

16. Security The Security will be created in favour of the Security Trustee/ Agent, for theStipulations benefit of "Senior Lenders". The Term Debt Facility (together with all interest,

liquidated damages, fees, remuneration payable to either the SecurityTrustee), costs, charges, expenses and other monies and all other amountsstipulated and payable to the Lenders shall be secured by:

I. Charges / Mortgages / PledgeA first charge by way of Registered Mortgage on:

Land acquired for constructing the Yamuna Expressway; andLand admeasuring approx. 889 acres (439 acres at Noida and 150acres each at Tappal, Mirzapur & Dankaur) acquired for RealEstate Development.

A first charge / assignment:by way of hypothecation of all movable fixed assets, both presentand future of the Yamuna Expressway Project;of all the receivables/ revenues of the Yamuna Expressway Project ;on all intangible assets, including, but not limited to the goodwill,undertaking and uncalled capital of the Yamuna ExpresswayProject;on the Trust & Retention Account (TRA) and the Debt ServiceReserve Account of the Yamuna Expressway Project.

Pledge of 51% shares of the total issued share capital of the Borrower(in compliance with Sec 19 (2) of Banking Regulation Act);


Personal Guarantee of Shri Manoj Gaur:

A first charge by way of assignment or creation of Security Interest onall the right, title, interest, benefits, claims and demandswhatsoever of the Borrower under the Concession Agreement andthe Yamuna Expressway Project Documents.all the rights, title, interest, benefits, of the Borrower for YamunaExpressway Project in licenses, permits, approvals, consents.all the right, title, interest, benefits, claims and demandswhatsoever in the insurance contracts/policies/insuranceproceeds, procured by the Borrower or procured by any of itscontractors favouring the Borrower for the Yamuna ExpresswayProject.all the right, title, interest, benefits, claims and demandswhatsoever in any guarantees, liquidated damages, letter ofcredit or performance bond that may be provided by anycounter-party under any Project Contract in favour of the Borrowerfor Yamuna Expressway Project.

Reserve Accounts

Debt Service Reserve (DSR): From the COD, the Borrower shall maintainin the Debt Service Reserve Account ("DSRA") an amount equivalentto the next 3 months of principal and interest ("DSRA Amount").

The intial DSRA Amount shall be maintained in fund based mannerand any incremental DSRA Amount may be maintained either in fundbased or by way of BG.

Guarantees & Undertakings

JAL shall furnish an undertaking to cover the shortfall in the repaymentof Loan in the event of termination of the Concession Agreement oroccurrence of any Force Majeure Event during the concession period.

JAL shall furnish an undertaking for the timely servicing of the Loan inthe event of any shortfall during the currency of the Loan.

JAL shall furnish a shortfall undertaking (to bring in additional funds in aform & manner satisfactory to the Senior RTL Lenders) for cases of anycost overrun and /or gap in means of financing, if any.

JAL shall undertake and ensure infusion of fund in a form & manneracceptable to the lenders at the end of each financial year if theDSCR for the facility for the preceding 12 month period is less than 1.10to restore it to 1.10.

JAL shall undertake and ensure infusion of fund in a form & manneracceptable to the lenders in case of shortfall in the cash flowsrequired to be routed by the Borrower through TRA, equivalent tominimum of 1.5 times of the debt servicing obligations of the nextthree months, in addition to the cash flow required for the operations,maintenance and other expenditure, if any in the normal course ofbusiness, during the currency of the loan in operation period.

JAL shall furnish an undertaking to retain management control of theBorrower and retain a minimum of 51% shareholding in JIL during thetenure of the Facility.

The aforesaid security shall be shared on pari-passu basis between thelenders under the proposed Facility and existing term debt of Rs. 3000

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crore from ICICI Bank.

The security shall be created within 180 days from the date of theexecution of facility documents. In the event of non-creation of thesecurity within the said period, penal interest at the rate of 1.0% p.a. on thedisbursed amount shall be charged, from the date of first disbursement tillthe date of creation of security.

Land parcels of 150 acres each at Tappal, Mirzapur & Dankaur; formingthe part of security, are yet to be acquired. Security in respect of this willbe created within 90 days of acquisition/CLU. Otherwise, penal interest asmentioned above will be applicable on the outstanding loan for theperiod beyond 90 days from acquisition, for which security is not created.

LiquidatedIn the event of default in payment of interest and/or installments of

Damagesprincipal amount on due dates, the Borrower shall pay additional interest@ 2.0% p.a. on the defaulted amount for the period of such default, duringthe currency of the Loan.

Financial The Borrower to ensure compliance with the following covenants:Covenants

i. The Borrower shall maintain a minimum Debt Service Coverage Ratio(DSCR) of 1.10 during the period of the repayment of the Facility inoperation period. The DSCR shall be computed as the ratio of: (EBITDA- Tax + Change in Net Working Capital) and (Annual PrincipalRepayments and interest payments including working capital loans, ifany);

H. FACR shall be maintained above 1.20 at all times during the currencyof the loan. (Fixed Assets to include land mortgaged/ to bemortgaged as security at Noida, Dankaur, Mirzapur and Tappal but toexclude the Project Assets related to Yamuna Expressway). For thepurpose of FACR, market value of land would be considered and avaluation report in this regard would be submitted semi-annually.

Long Term Debt/Promoter Contribution at 3:1.

Borrower shall route cash flows through TRA equivalent to minimum1.5 times of the debt servicing obligations of the next three months, inaddition to cash flow for the operating expenditure and otherexpenditure required in the normal course of business, during thecurrency of the loan in operation period.

The Issuer shall submit a certificate from statutory auditors for everycalculation date within 45 days to confirm compliance with financialcovenants listed above till the full Repayment/ Prepayment of Facility. TheCalculation date will be 31st March every year.

In case the borrower is not able to comply with the financial covenants,then the Bank shall be entitled to charge penal interest on the outstandingamount @ 1% p.a. till the time covenant is complied with.

19. Pre-commitment Signing of Financing Agreements by the Lenders shall be subject to theConditions satisfaction or waiver in writing by the Lenders of various Conditions

Precedent to Signing of Financing Agreements, including but not limited tothe following:

(a) Copies of the constitutional documents of the project Borrower,including inter-alia, memorandum, articles of association, dulyamended, in respect of the Borrower, to reflect the necessaryconditions for the envisaged means of financing.

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(b) The Borrower shall provide:

A copy of the resolution of the Board of Directors of the Borrowerapproving the terms of and the transactions contemplated by theFinancing Agreements and the Project Agreements and authorizinga specified person(s) to execute, sign and/or dispatch alldocuments and notices to which it will be a party.

Certified true copy of the shareholders' resolution under section 293(1)(d) of the Companies Act, 1956, along with statutory auditor'scertificate certifying that the borrowing is within the provisions ofsection 293(1)(d).

(c) Appointment of Lenders' Independent Engineer ("LIE") and Lenders'Insurance Advisor ("LIA") (collectively, the "Consultants") in consultationwith the Senior Lenders and satisfactory resolution of all issues raised bythem. However, the cost for the same will be borne by the Borrower.

20. Pre Disbursement The following conditions must be met to the satisfaction of Senior RTLConditions Lenders, prior to first drawdown under the Facility:

Certification by the auditors that 25% of the Equity is contributed;

Procurement of necessary guarantees/support from the JAL towardsfulfillment of its obligations under the Works contract,

Increase of authorized share capital, if necessary as per the meansof finance.

Agreed and undertaken that within 180 days of the execution of theFacility Agreements, confirmation will be provided by the ProjectCompany and Lenders' Legal counsel that all security as envisagedhas been registered in accordance with the applicable laws;

Amendments to Project Contracts/Documents specified by theSenior Lenders, if any, shall have been carried out;

Senior Lenders shall have received from Lenders Insurance Advisor acertificate that all insurance coverage required by the terms andconditions of the Transaction Documents and as advised by theLenders Insurance Advisor for the Construction Period have beenobtained, are adequate and are in full force and effect.

Execution of each Project Documents and Financing Document

Borrower shall have agreed to maintain the Reserves specified underclause II of Point 15 above and shall have procured from theSponsor such guarantees/ undertakings as are specified in clause IIIabove.

Furnished a legal opinion from the Lenders' Legal Counsel in respectof the Financing Agreements executed by the Consortium and thepledgor in respect of the pledge agreement;

j) Provided a certificate from the authorized signatory of the Borrowerconfirming that:

the Borrower has obtained all necessary statutory and otherapprovals;all representations and warranties contained in the financingdocuments shall be true and correct in all respects as of the datehereof;

iii. there is no existing Event of Default which has not been cured or



waived or might result from the making of the relevant Drawdown;iv. the Borrower is in compliance with all provisions of the Project

Agreements.

21. Other Special The Borrower shall, to the satisfaction of the Senior Lenders:Conditions

a) Implement the project within the overall Project Cost and inaccordance with the Financing plan as agreed to between theBorrower and the Senior Lenders.

Any additional funding required for the Project due to cost overrun willbe borne by the Sponsor.

Ensure that the physical progress as well as expenditure incurred onthe Project is as per the original schedule. To this end, the Borrowershall agree and undertake to furnish to the Senior Lenders suchinformation and data as may be required by them.

d) Restricted payments will be permitted only when the followingconditions are fulfilled: (`Restricted Payments Covenants'):

No event of default or Potential event of default has occurredand is continuing;Senior DSRA is maintained to the required amount;Senior DSCR should not be less than 1.10 times for the immediateprevious year (for which Restricted Payment is proposed to bemade)Repayments of Loans have commenced,

e) Restricted Payments means all dividends, and other distributions of theBorrower (in cash, property or obligations) on, or other payments ordistributions on account of the purchase, redemption, retirement orother acquisition of, any share capital of the Borrower or any warrantsor options thereof or any payment by the Borrower of interest,principal or other sum in relation to any unsecured loan.The SeniorLenders shall have the right to review the cost of the Project any timeduring the implementation of the Project.

The Bank shall have the right to accelerate the repayment of the termdebt if the cash flows so warrant

Not undertake any new project or expansion of the existing Projects ormake any investment without prior approval of the Senior Lendersduring the currency of the RTL.

Shall not make any amendments/modifications or initiate terminationproceedings or grant any waiver under any of the Project Documents.

Ensure that the equipment installed/ structures constructed proposedto be installed/ constructed are adequate and appropriate to thepollution control requirements and that all conditions mentioned in theenvironmental clearances granted by the appropriate authorities arefulfilled.

Appoint technical, financial and executive personnel of properqualification and experience for the key posts and ensure that theorganization set up is adequate enough for smooth implementationand operation of the Project.

Agree that the preliminary and pre-operative expenses shall beallowed as a part of the cost of Project only to the extent asenvisaged in the Base Case Financing Plan, and to the extent that

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they are certified by auditors that they relate to the proposed Projectonly.

I) Constitute a project management committee for the purpose ofsupervising and monitoring the progress in the implementation of theProject. The committee shall be responsible for the management ofthe Project during construction period and monitoring theimplementation of the Project.

Agree and undertake to furnish to the Senior Lenders such informationand data as may be required by the Senior Lenders to ensure that thephysical progress as well as expenditure incurred on the project are asper the schedule.

Agree that in the event of the Borrower committing default in thepayment of principal and/or interest on due dates, the Senior Lendersshall have an unqualified right to disclose the name of the Borrowerand its directors to the Reserve Bank of India / Credit InformationBureau of India Ltd. The Borrower shall give its consent to the lenders /RBI / CIBIL to publish its name and the name of its directors asdefaulters in such manner and through such medium as the lenders intheir absolute discretion may think fit.

o) In case the completed Total Project Cost ("TPC") is lower than Rs.9739.29 crore, there will be proportionate reduction in the amount ofthe Financial Assistance

Borrower shall have agreed that the Senior Lenders shall be entitled toappoint nominee director(s) on the Board of directors of the Borrowerduring the currency of RTL in case of an Event of Default.

Borrower shall agree to obtain the external credit rating from theCredit Rating Agency of repute as and when required by the Lenders/as per the requirement of Reserve Bank of India.

22. Normal Terms and The Senior Lenders will have the right to examine the books ofConditions accounts of the Borrower and to have their project assets inspected

from time to time by officers of the Bank and /or outside consultantsand the expenses incurred thereon will be borne by the Borrower.

During the currency of the Senior Lenders' credit facilities, the Borrowershall not, without prior approval of the Senior Lenders in writing: -

Effect any change in its capital structure;Formulate any scheme of amalgamation or reconstruction;Undertake any new project or expansion scheme;Invest by way of share capital in or lend or advance funds to orplace deposits with any other concern. Normal trade credit orsecurity deposits in usual course of business or advances toemployees or investment of short term surplus funds in TRA/EscrowAccount into Mutual Funds, FDs with Banks and AAA ratedsecurities are however, not covered by this covenant;Undertake guarantee obligations on behalf of any other company;

The Borrower should not make any drastic change in its managementset up without the Senior Lenders' permission.

The Borrower will keep the Senior Lenders informed of the happeningof any event likely to have a substantial effect on their revenues,profits etc. along with the remedial steps proposed to be taken by theBorrower.



FinancingAgreements

All documents entered into by the Borrower & Sponsor in relation to theFacility, including but without limitation, the Facility Agreement, SecurityDocuments and any other Agreements and Undertakings, if any, inrespect of the Facility.

Project The Project Agreements shall include, inter-alia, at any time during theAgreements term of the Facility the Concession Agreement, all material contracts and

any amendments thereto entered into by the Borrower for the purpose ofthe Yamuna Expressway Project as may be designated by the Lenders.

25. Miscellaneous The Borrower is required to submit to the Senior Lenders a quarterlyprogress report on the implementation of the project or whenever desiredby the Senior Lenders.

The Borrower shall also have to comply with customary covenants such asRepresentation & Warranties from the Borrower, Conditions Precedent tothe effectiveness of the Loan and conditions precedent to eachdisbursement, Affirmative covenants by Borrower, Negative Covenants,Additional Covenants, Information Covenants, Events of Defaults by theBorrower and the Consequences of the Event of Default, RBI disclosurenorms, as applicable etc.

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ANNEXURE II - DEBT PROFILE OF JALDebt Profile of JALWORKING CAPITAL FACILITIES (AS ON 31ST MARCH 2009)

Rs Crore

FUND BASED NON-FUND BASED LIMITSANCTIONED

NON-FUNDOUTSTANDING

BASED LIMIT

S.NO. NAME OF THE BANK SANCTIONED 0/STANDING LC LIMIT BG LIMIT TOTAL LC LIMIT BG LIMIT TOTAL1 Canara Bank 40.40 19.58 44.85 298.00 342.85 0.00 265.69 265.69

2State Bank OfHyderabad 15.00 11.57 15.50 151.75 167.25 11.27 108.57 119.84

3 Indian Overseas Bank 7.70 4.31 9.30 196.40 205.70 50.30 135.95 186.224 State Bank Of India 46.35 38.35 12.00 159.80 171.80 0.78 223.73 224.5

5Oriental Bank OfCommerce 14.45 1.61 16.50 220.10 236.60 26.25 157.23 183.48

6 Bank Of Baroda 13.60 10.85 8.55 72.05 80.60 2.07 3.83 5.90

7State Bank OfTravancore 3.45 2.43 6.00 60.00 66.00 0.00 15.24 15.24

8 Syndicate Bank 6.15 4.00 6.25 70.75 77.00 0.00 35.78 35.789 State Bank Of Mysore 10.45 5.16 6.65 81.10 87.75 15.78 53.53 69.3110 State Bank Of Indore 10.38 7.69 6.80 93.08 99.88 0.00 65.09 65.09

11State Bank Of Bikaner& Jaipur 8.91 6.54 6.15 49.35 55.50 0.00 36.98 36.98

12 Union Bank Of India 9.83 9.32 2.30 11.20 13.50 0.00 2.98 2.9813 Punjab & Sind Bank 0.56 0.28 3.00 77.00 80.00 53.09 0.00 53.09

14The Jammu &

Kashmir Bank Ltd. 7.65 5.88 6.40 64.40 70.80 8.66 40.86 49.5215 Punjab National Bank 0.50 0.00 3.50 76.00 79.50 49.35 0.35 49.7016 ICICI Bank Limited 9.38 9.14 10.00 0.00 10.00 0.00 0.00 017 Bank Of Maharstra 5.71 5.57 0.00 50.00 50.00 4.40 11.44 15.8418 Idbi Bank Limited 9.53 9.25 6.25 274.02 280.27 0.00 81.12 81.12

TOTAL 220 151.52 170.00 2,005.00 2,175.00 221.94 1238.33 1460.27

TERM DEBT FACILITIESRs. In Crores

S.No. NAME OF FINANCIAL ORG. LOAN AMOUNT AS ON 0/S AS ONINSTITUTION/LENDER 31.03.09 31.03.09

Engineering Division :A Rupee Term Loan :

1 Oriental Bank of Commerce 50.00 3.132 Allahabad Bank 100.00 30.003 Life Insurance Corporation of India 50.00 39.264 IDBI Bank Limited 100.00 25.005 State Bank of Patiala 50.00 50.006 State Bank of Bikaner & Jaipur 50.00 50.007 The Karur Vyasa Bank Ltd. 30.00 30.008 State Bank of India 200.00 92.889 Uco Bank 100.00 53.2910 Axis Bank Ltd 440.00 430.0011 State Bank of Indore 50.00 27.5112 IDBI Bank Limited (Srisailam) 100.00 89.7613 Industrial Dev. Fin. Co. Ltd. (Srisailam) 90.00 80.8414 Union Bank Of India 65.00 58.39

15Exim Bank of India (Srisailam - underconsort)

60.00 55.00

16 Exim Bank of India (Srisailam - Part) 60.00 48.00

Jaypee infratech Limited


S.No.

17

NAME OF FINANCIALINSTITUTION/LENDER

Exim Bank of India 30.03.2007

ORG. LOAN AMOUNT AS ON31.03.09

100.00

0/S AS ON31.03.09

91.6718 IDBI Bank Limited 200.00 200.0019 State Bank of India (Corporate Loan) 200.00 200.0020 ICICI Bank Ltd. (Wind Power) 108.30 162.3221 Bank of Rajasthan 75.00 75.0022 State Bank of Hyderabad 200.00 200.0023 State Bank of Hyderabad 100.00 100.0024 Allahabad Bank 200.00 200.00

Sub-total 2778.30 2392.04

CEMENT DEVISIONExpansion & Upgradation

25 The J&K Bank Ltd. 25.00 3.7526 Bank of Maharashtra 40.00 6.0027 ICICI Bank Ltd (ECB-FCL) LIBOR +

2.5% US$ 25mn 68.90

28 HUDCO 104.00 10.50CPP II

29 Oriental Bank of Commerce 30.00 3.0030 Union Bank of India 20.00 2.00

CPP III31 IDBI Bank Ltd. 50.00 22.5032 Indian Bank 50.00 22.5033 Karnataka Bank Ltd. 5.00 2.25

Corporate Loan34 Bank of India 500.00 500.0035 State Bank of Patiala 200.00 188.89

Sub-total 1024+US$25 Mn 830.29

Jaypee Himachal Cement Project State Bank of Patiala36 100.00 69.34

37 Oriental Bank of Commerce 50.00 40.0038 Karnataka Bank 50.00 40.0039 The Jammu & Kashmir Bank Ltd. 25.00 20.0040 IDBI Bank Ltd. 50.00 30.0041 IDBI Bank Ltd. 30.00 25.0042 IDBI Bank Ltd. 20.00 15.0043 Bank of Maharashtra 75.00 60.0044 Corporation Bank 50.00 39.9945 Syndicate Bank

Central Bank of India80.00100.00

62.97 80.0046

47 AKA Export Finance Bank (Euro) 90Crs. Euro 15.85 Mn. 76.18

48 ING Vysya Bank Ltd. 80.00 80.0049 Uco bank 160.00 120.00

Sub-total 870+Euro 15.85 Mn. 758.48

UP Cement Project Cost50 Punjab National Bank 100.00 91.8951 Central Bank of India 100.00 98.4552 Oriental Bank of Commerce 75.00 74.9853 Karnataka Bank 60.00 60.0054 Corporation Bank 50.00 50.0055 State Bank of Patiala 80.00 79.6856 State Bank of Travancore 50.00 48.2257 Bank of Maharashtra 75.00 72.48

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58 ICICI Bank Ltd 125.00 175.00Sub-total 715.00 700.70

Sidhi Cement Project Cost Punjab National Bank Oriental Bank of Commerce

59 50.00100.00

43.99 _93.57 _60

61 The Karur Vysya Bank Ltd. 50.00 13.0262 ICICI Bank Ltd. 250.00 250.00

Sub-total 450.00 400.58

Gujrat Anjan CementFrom Financial Institutions

63Gujarat Industrial InvestmentCorporation Ltd

4.44 4.44

From Banks

64Syndicate Bank Term Loan 100Crore(GACL)

100.00 90.19

65 OBC Term loan (GACL) 50 Crore 50.00 50.00

66 Punjab National Bank (GACL) TermLoan 50 Crore 100.00 98.49

67Punjab & Sindh Bank (GACL) TermLoan 50 Crore 50.00 50.00

68State Bank Of Mysore (GACL) TermLoan 75 Crore 75.00 74.99

69State Bank On Indore (GACL) TermLoan 50 Crore 50.00 49.99

70Corporation Bank (GACL)Term LoanRS.80 Cr SP II A/C 070013 80.00 80.00

71 State Bank of Patiala ( GACL.) TermLoan A/C NO 65033343141 80.00 75.85

72Bank Of Maharstra - RTL Rs.50.00Crore (SP-II) 50.00 30.00

73Bank Of India (AHMEDABAD) RTLRS.100 Crores 100.00 50.00

74 Union Bank Of India Term Loan A/CSP-II GACL 100.00 75.00

75Central Bank Of India Term LoanA/C SP II (GACL) 100.00 50.00

76The Jammu & Kashmir Bank Ltd TermLoan A/C SP-II

100.00 50.00

77Punjab & Sindh Bank (GACL) TermLoan 75 croretSP-II) 75.00 25.00

78Corporation Bank ( GACL) TermLoan Rs. 50Cr. Sp-ii A/c 080019 50.00

100.00

10.00

50.0079Axis Bank ( GACL) Term Loan Rs.50CR. SP-I

80Union Bank Of India ( GACL) RTL Rs.63Cr. (Wkb-CPP) 63.00 5.00

- In Foreign Currency81 Bank Of India SL- ECB- US$50 Million 205.00 50.76

From Others

82L&T Infrastructure Finance CompanyLimited ( Term Loan 80Cr-GACL ) 80.00 80.00

Sub-total 1612.44 1049.71

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Balaji Cement Project CostFrom Banks

83 Dena Bank RTL 100 Cr. 100.00 50.00Sub-total 100.00 50.00

Hotel Division (Jaypee Hotels) :84 IFCI Ltd. 100.00 50.0085 Oriental Bank of Commerce 100.00 50.0086 Oriental Bank of Commerce 61.50 9.18

Sub -total 261.50 109.18

7811.24+US$25 Mn.+EuroSub-total A

15.85 Mn6290.98

B NON CONVERTIBLE DEBENTURE

87 NCGDs Secured partly against ICICI 180.00 165.00

88 LIC of India 150.00 150.0089 LIC of India 300.00 300.00 _

90 LIC of India 150.00 150.0091 Axis Bank LTd. (JHPC) 50.00 37.50

Sub-total B 830.00 802.50C UNSECURED LOAN92 Greater Noida Indul. Dev. Authority 8.63 4.3293 Yes Bank Ltd. 100.00 75.0094 Allahabad Bank 100.00 100.0095 LIC Mutal Fund 200.00 80.0096 Yes Bank Ltd. 200.00 200.0097 Standard Chartered Bank 200.00 200.0098 Standard Chartered Bank 600.00 600.0099 LIC Mutal Fund 200.00 200.00100 ECB (Part US$ 250 Millions) 1422.15 1422.15101 ECB (ICICI Bank Ltd.) 247.05 247.05102 ECB (ICICI Bank Ltd.) 253.16 253.16103 The J & K Bank Ltd. 83.34 83.34

Sub-total C 3614.32 3465.01

GRAND TOTAL (A+B+C)12255.56 + US$25 Mn.+ Euro

15.85 Mn.10558.48



ANNEXURE III -DETAILED FINANCIALS OF JAL

Rs Crore

• s at March 31, 2005 2006 2007 2008Sources of FundsEquity Share Capital 176 215 219 234Equity Warrants 399Reserves & surplus 1,059 2,467 2,654 3,965Less: Misc. Expenditure not w/o 2 1 0 0Shareholders Funds 1,232 2,682 2,873 4,598Less: Revaluation Reserve 10 536 309 308Tangible Net worth 1,223 2,145 2,564 4,290

Secured Term Loan fundsRedeemable Non Convertible Debentures 1,023 813 415 403Rupee Term Loans from Banks 764 1,291 2,426 3,253Foreign Currency Term Loans from Banks 115 148 290 289Rupee Term Loans from Financial Institutions 441 272 279 450Term Loans from others 100 100Advances from clients (secured against hypothecation ofconstruction material and plant & machinery)

Interest Bearing 16 9 9 6Non-Interest Bearing 22 5 2 0

Hire Purchase 6 2 1 -Total Secured Term Loan/ Debt 2,388 2,539 3,523 4,501Unsecured LoansForeign Currency Convertible Bonds-I 436 110 9 8Foreign Currency Convertible Bonds-II 893 949 60Foreign Currency Convertible Bonds-Ill 1,586Others 223 496 872 2,011Total Unsecured Loans 659 1,498 1,830 3,665Total Term Loan / Debt 3,047 4,038 5,353 8,166Deferred tax liability (DTL) 483 483 490 560Total sources of funds 4,762 7,203 8,716 13,324

Application of FundsGross Fixed Assets 3,112 3,664 4,202 5,166Acc. Depreciation 1,060 1,196 1,280 1,455Net Block 2,052 2,468 2,922 3,712CWIP 354 876 2,228 4,219Investments (Long Term) 1,192 1,557 1,779 3,225Current assets, loans and advancesInventories 600 1,212 1,265 1,307Sundry debtors 370 422 452 586Cash & bank balances 727 1,670 1,430 1,815Loans and advances 849 912 1,099 2,222Other Current Assets 2 3 13 32Less: current liabilities & provisionsWorking Capital Loans From BanksRupee 85 121 126 116Foreign Currency 67 61 37 23Sundry creditors & Other Liabilities 1,100 1,537 2,004 3,349Provisions 133 199 304 306Net current assets 1,164 2,302 1,787 2,168Total application of funds 4,762 7,203 8,716 13,324

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Private 8 Confidential

Rs Crore

• articulars \ Year ended

Gross Cement Sales

31stMarch20051,185

31stMarch20061,444

31sT

March20072,073

315'March20082,241

Construction Revenue 1,755 1,921 1,611 1,730Gross Asbestos Sheet Sales 14 52Real Estate Revenue 256Hotel/Hospitality, Power & Other Revenues 149 183 136 49Total Gross Revenues 3,090 3,548 3,834 4,327Less: Excise Duty (Cement, Asbestos Sheet, etc.) 189 220 258 349Total Net Revnues 2,901 3,328 3,576 3,978Other Income - - - -TotalIncome 2,901 3,328 3,576 3,978Total Expenditure 2,225 2,534 2,536 2,881

(Inc.)/Dec. in Stock-in-Trade (6) 17 (15) (62)Consumption of Raw Material 165 196 209 217Construction Expenses 742 864 571 790

Hotel & Golf Course Operating Expenses,Consumption of Food and Beverages etc.

5 8 9 11

Selling & Distribution Expenses 251 272 345 369Stores & Spares 180 212 222 223Power & Fuel 208 206 208 201Coal and Packing Materials Consumed 185 225 281 295

Staff Cost 100 124 161 255Repairs & Maintanance 155 169 275 274

(k) Other Expenditure 240 241 271 308EBIDTA 675 794 1,040 1,097Less: Interest 213 240 257 339Less: Depreciation & Amortisation 133 151 163 203Add: Extraordinary Income 361 289PBT 329 765 620 843Provision for Current Tax 42 124 198 164Provision for Deferred Tax 79 1 7 70PAT 208 640 415 610Cash Profit 420 792 585 883

Year/period ended 31st March 31° 31st 31st2005 March March March

2006 2007 2008EBIDTA/Total Income (%) 23.29% 23.87% 29.09% 27.57%Cash profit / Total Income (%) 14.47% 23.80% 16.35% 22.18%PBT/Total Income (%) 11.33% 22.97% 17.33% 21.20%PAT/Total Income (%) 7.16% 19.23% 11.60% 15.32%Debt to Equity (considering DTL and FCCB as equity) 1.22 0.84 1.10 1.00Debt to Equity (considering DTL and FCCB as debt) 2.89 2.11 2.28 2.03Current Ratio (w/o considering loans repayable within 1 year) 1.84 2.20 1.72 1.57RONW 26.89% 35.64% 24.18% 19.66%TOL/TNW(incl.DTL) 2.60 2.27 2.56 2.47


ANNEXURE IV - BRIEF PROFILE OF THE BOARD OF DIRECTORS OF JIL

Shri Jaiprakash Gaur, Director (Founder Chairman, Jaypee Group)Shri Jaiprakash Gaur, 77, holds a Diploma in Civil Engineering from University of Roorkee(now Indian Institute of Technology, Roorkee). He has been associated with theconstruction industry for over 54 years. He is the main architect for the growth of JaypeeGroup of Companies, which had an aggregate turnover of approximately Rs. 5000 Croresin the Financial Year 2007-08. Shri Jaiprakash Gaur is the Executive Chairman of JaypeeVentures Private Ltd. He is also Director on the Boards of Jaiprakash Associates Ltd.Jaypee Ventures Pvt. Ltd, Manumanik Estates Pvt. Ltd., Sunvin Estates Pvt. Ltd., SamsunEstates Pvt. Ltd., Ceekay Estates Pvt. Ltd., Dhara Infra Developers Pvt. Ltd., Jaypee GangaInfrastructure Corpn. Ltd.

Shri Manoj Gaur, Chairman

Shri Manoj Gaur, 43, is B.E. (Civil Hons) from BITS, Pilani, having experience of 22 years inCement, Corporate Matters and Finance. Shri Manoj Gaur is Chairman of JaiprakashHydro-Power Limited, JIL Information Technology Limited, Jaiprakash Kashmir EnergyLimited, Gaur & Negi Ltd. He is Vice Chairman of Jaypee Powergrid Limited & JaypeeKarcham Hydro Corporation Ltd. and Managing Director of Bhilai Jaypee Cement Ltd. Heis also a Director on the Boards of Jaiprakash Associates Ltd., Jaiprakash Hydro-Power Ltd.

Gujarat Jaypee Cement & Infrastructure Ltd., Jaypee Karcham Hydro Corpn. Ltd.,Jaypee Powergrid Ltd., Bhilai Jaypee Cement Ltd., Madhya Pradesh Jaypee Minerals Ltd.,Jaiprakash Power Ventures Ltd., Jaypee Ventures Pvt. Ltd. ,Manumanik Estates Pvt. Ltd.,Avni Housing Private Ltd. ,Indesign Enterprises Private Ltd. ,JPSK Sports Private Ltd., JaypeeGanga Infrastructure Corpn. Ltd., Jaypee Arunachal Power Ltd., Jaypee Spa InfocomLtd., Jaypee Hotels & Resorts Ltd., Jaypee Petroleum Private Ltd., J aypee Hydro CarbonPrivate Ltd.

Shri Sunil Kumar Sharma, Vice Chairman

Shri Sunil Kumar Sharma, 48, B.Sc., has 28 years experience of engineering construction.He is presently looking after engineering construction contracts of the Company spreadover in various States of the country and in Bhutan. Shri Sunil Kumar Sharma is Chairman ofJaypee Karcham Hydro Corporation Ltd. and Vice Chairman of Jaiprakash Hydro-PowerLtd., He is also a Director on the Boards of Jaiprakash Associates Ltd., Jaypee KarchamHydro Corpn. Ltd. ,Jaiprakash Hydro-Power Ltd. ,Jaiprakash Power Ventures Ltd. ,MadhyaPradesh Jaypee Minerals Ltd. ,Jaypee Powergrid Ltd. ,Jaypee Ventures Pvt. Ltd. ,HimalyanExpressway Ltd. ,Suneha Estates Pvt. Ltd. ,Indesign Enterprises Pvt. Ltd. ,Jaypee GangaInfrastructure Corpn. Ltd. , JPSK Sports Pvt. Ltd. ,Jaypee Arunachal Power Ltd. ,JaypeeHotels & Resorts Ltd. ,Jaypee Spa Infocom Ltd. ,Jaypee Petroleum Pvt. Ltd. ,Jaypee HydroCarbon Pvt. Ltd.

Shri Sameer Gaur, Director-in-Charge

Shri Sameer Gaur, aged 36 years, MBA from University of Wales, U.K., is accredited withmanagement experience of over 13 years. He has been a Director of the Company sinceits incorporation. Prior to this appointment, he was a Whole-time Director of JaiprakashAssociates Limited (Holding Company). He has worked on significant Projects ofJaiprakash Associates Limited, viz. Sardar Sarovar Project in Gujarat, Dulhasti and BagliharHydroelectric Projects in Jammu and Kashmir. He is also a Director of Jaiprakash KashmirEnergy Ltd., Jaypee Ventures Pvt. Ltd., Samsun Estates Pvt., Ltd. Indesign EnterprisesPrivate Ltd., Himalyan Expressway Limited, Bhumi Estate Developers Pvt. Ltd., JaypeeDevelopment Corporation Ltd., JPSK Sports Pvt. Ltd., Jaypee Ganga Infrastructure Corpn.Ltd.

ICICI BankAXIS BANKsay



Ms. Rita Dixit, Whole time DirectorMs. Rita Dixit, aged 41 years, Chartered Accountant by qualification, has more than 18years of experience in accounts, finance, sales and marketing operations. She joined theBoard of Directors of the Company on 21 st April, 2007 as an Additional Director. Atpresent, she is also a Director of JPSK Sports Pvt. Ltd., Vasujai Estates Private Limited andJaiprakash Exports Private Limited. She had also been nominated as a GovernmentNominee on the Central Council of the Institute of Company Secretaries of India (ICSI) bythe Ministry of Corporate Affairs.

Shri Hari Prasad, Whole time DirectorShri Har Prasad, aged about 72 years, B-Tech (Hons) in Civil Engineering, holds Certificatein Projects Management (U.P. Productivity Council) and Certificate of Dam SafetyEvaluation with over 45 years of rich experience in the field of Project management,construction, planning and administration. He joined the Board of the Company on 21stApril, 2007 as Additional Director. He is also a Director of Himalyan Expressway Limited

Shri Suresh Kumar, DirectorMr. Suresh Kumar, 67 years, holds a degree in Civil Engineering from Roorkee University. Hehas over 44 years of experience in construction, finance, administration and companyaffairs and is presently on the board of some of our Promoter Group companies. Prior tojoining the Jaypee Group, Mr Suresh Kumar was with U. P. Irrigation Department for 20years and held various assignments related to design, planning and execution of irrigationand hydro-electric projects including Yamuna Hydro-Electric stage-II project on river tonsand Garwal-Rishikesh-Chilla Hydro-Electric project on river Ganga in Uttranchal. Mr SureshKumar has been associated with the Jaypee Group for over 24 years and has beenresponsible for overseeing the construction of number of engineering projects, includingconcrete dams, underground power-houses and tunnels etc. He has also beenresponsible for corporate functions including human resource development, finance,accounts and company affairs. He is also director of Jaiprakash Power Ventures Ltd.,Jaypee Karcham Hydro Corpn. Ltd., Jaypee Ganga Infrastructure Corpn. Ltd., BinaPower Supply Company Ltd.

Shri Gyan Prakash Gaur, DirectorShri Gyan Prakash Gaur, has over 31 years of rich Experience in Construction and MaterialManagement. He is also director of Jaiprakash Hydro-Power Ltd.

Shri Pawan Kumar Jain, DirectorShri Pawan Kumar Jain has over 36 years of rich Experience in the field of Civil EngineeringConstruction.

Shri Sachin Gaur, Whole time DirectorShri Sachin Gaur, aged about 33 years, B.Tech., has to his credit an overall experience of10 years in handling Projects. He joined the Board of Directors of the Company as anAdditional Director on 21st April, 2007. He is also a Director of JPSK Sports Pvt. Ltd.

Shri Anand Bordia, Whole time DirectorShri Anand Bordia, B.A (Hons.), M.A, (retired from IC&CES) has 37 years of professionalexperience at a senior level in Government of India and in international organizations. Hewas Member (Finance), National Highways Authority of India and took a number ofinitiatives in innovative financing and resource mobilization during the initial period of theNational Highways Development Project.Other positions held by Shri Bordia during theGovernment services include, First Secretary (Trade) High Commission of India, London,Collector of Customs, Delhi and Director General Audit, Custom and Central Excise. As

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Joint Secretary, Ministry of Social Justice and Empowerment, he was instrumental infinalizing the new privately managed defined contributory pension system (recentlyintroduced by the Government of India).Shri Bordia conducted technical assistanceprogrammes in European (Cyprus), Asian (Malaysia, Thailand, Bangladesh & Afghanistan)African (Kenya, Tanzania) and Latin American (Jamaica) countries for the World Bank,Asian Development Bank, Harvard Institute for International Development, World CustomsOrganization and UNDCP.He is also Director of Birla Corporation Limited ,C&CConstructions Limited.

• Shri S.K. Dodeja, Whole time DirectorShri Sushil Kumar Dodeja, aged 60 years, is a holder of Diploma in MechanicalEngineering, A.M.I.E. Section A & B, Mechanical Engineering and P.G. DiplomaManagement of Construction Equipment. He has 40 years experience in planning,formulation of policies/objectives relating to Project clearances, pre-constructionactivities including preparation of DPRs, Construction & commissioning of Projects underimplementation of appropriate quality parameters/standards & with the aims towardssmooth & better operations of Power stations with due updated technologicalimprovements inbuilt during construction stage, monitoring of implementation of latestbest practices and incorporating renovation, modernisation & technologicalimprovements during O&M stage of Power stations in different organisations viz., Ministryof Defence, Border Roads Organisation, Ministry of Surface Transport, NHPC & NHDC. He isalso Director of Reliable Jal Shakti Vikas Pvt. Ltd.

I

(---HODPROJECTPLANNING

&EXECUTION

T

HOD HODHOD

ITSPERSONNEL& ADMIN

FINANCE &ACCOUNTS.,..,..

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ANNEXURE V - ORGANISATION CHART

Board of Director

Director - In - ChargeShri Sameer Gaur

SUPPORTSTAFF

SUPPORTSTAFF

SUPPORTSTAFF

SUPPORTSTAFF

SUPPORTSTAFF

Sr. Bridge Engg-1Sr. Pavement cumMaterial Engg-1 I

Sr. Highway Engg*1 CADD Expert - 1

Highway Engg-1 Bridge Engg-1

LMaterial Engg-1 Survey Engg-1

Field EnggHighways-3

WITIF• . ge

Engg-1

Field Engg2Bridges-1

QuailEngg•1 •

Lab Technician-1

Surveyor-1

CADDDraftsman - 1



ANNEXURE VI - PROPOSED ORGANOGRAM OF PMC

Resident Engineer

115

P/C/C/ Bank Capital




ANNEXURE VII - PROPOSED ORGANOGRAM OF MONITORING YEAM OF JAL

Construction In-Charge

Planning &Monitoring Team

In-Charge Package-10-50 Km.



Quality/ Highway Structure QualityBilling Team Construction Construction Control Team

Team Team

0 1'IC/CI Bank SRI

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AXIS BANK


ANNEXURE VIII - BRIEF PROFILE OF CONSULTANTS

Traffic Consultant - DESIGN AIDDesign-Aid was established in year 2003 to cater for consultancy services in the field ofhighway engineering. Design Aid provides a fully integrated Engineering ConsultancyServices covering civil, structural, geotechnical, mechanical and electrical engineeringand project management. In each discipline, Design-Aid's responsibility extends frompreliminary investigation and reports through to detailed design, specification, the callingand evaluation of tenders, supervision of construction and finally the handing over of thecompleted projects to the client.

In the 5 years, Design Aid has been actively involved in many major highway projects inIndia, Afghanistan, and Bangladesh. The company has assembled a team of experts,who have successfully completed the major infrastructure projects. This expertise isavailable for planning, designing and implementing the infrastructure projects. Some ofthe projects undertaken by the same are as follows:

SI.No.

1

Project Name

Feasibility cumPreliminary Designfor MohaliExpressway

Client

Louis BergerConsultingPrivateLimited

Country

India

Features

New alignment of aprox68 Km length joiningLalru(Punjab) toBaddi(HimachalPradesh).

Years ofServices

On going

Nature of Services

Preliminary Designof Expressway for120 Km/hr

2

Traffic Volume at 50Locations onSelected NationalHighways

CMS TrafficSystemsLimited

India

Motorised Traffic Volumecount with automaticvehicle counter and nonmotorized manually.

On going Classified Trafficvolume surveys

3.

Proof Checking ofWestern PeripheralExpressway (KMPExpressway)

D.S.Constructions Limited

India

Review/proof checkingof road design anddrawing carried out bydesign consultants forKMP Expressway (Delhi'sWestern PeripheralExpressway) in Haryana

On going

Detailed review ofalignment designand interchangelayout, optimizingalignment design insmall section in hillyterrain

4 '

Rood Design &

Drainage Design forBRTS Corridor atIndore

Neeraj-Protibha JV

India

11.5 km of Urban Roadsection having physicalseparated multiple lanes -bus lane, motor vehiclelanes, cycle track,footpath and serviceroads.

Ongoing

Road Design,Mapping of utilityservices,preparation ofvertical profile,cross-sections,drainage design forMultiple lanes ofBRTS work.

Detailed Designand Preparation ofBid Document forConstruction ofRojkot Pilot BRTSCorridor

SGArchitects India

10.7 km of Urban Roadsection having physicalseparated multiple lanes -bus lane, motor vehiclelanes, cycle track,footpath and serviceroads.

OngoingPreparation of BidDocuments.Alignment design

Chittagong PortTrade FacilitationProject-ConnectorRoad

SMECBangladesh Bangladesh

Detailed Design of 1.4Km of road having lkmof via-duct overpassingRailway line, SaltgolaJunction and bridge overMohesh khal river throughChittagong urban area

2006-2007

Detailed Design &drawing,

117

ICICI BankAXIS BANK




SI.No.

Project Name Client Country Features Years of

ServicesNature of Services

Transport SectorEvaluation Study forIndia

AsianDevelopment Bank (ADB)

IndiaTechnical Evaluation ofADB's assistance inTransport Sector in Indio

2006

Study of IndianTransport SectoridentifyingTechnical issues

Design of approachroad to SriSailamLeft Bank CanalTunnel Scheme

Jai PrakashAssociatesLimted

India

Design of approach roadto proposed tunnel onleft Bank of Krishna riverat Srisailam in A.P.

2006Detailed Design &drawing, Estimationof quantities.

Rajasthan MegaHighway Project

MSVInternationalInc.

India

Design of 138 Km ofRajasthan State Highwayin BarmerDistrict(Pachpadra toRamji ki Gol)

2006-2007Detail design anddesign solutionsduring construction

Delhi GurgaonExpressway

IndiaJAYPEE-DSCVentures Ltd.

28 km of 8/6 lane dualcarriageway road on BOTincluding 11 flyovers and2 underpasses

2002-2006Detail design anddesign solutionsduring construction

11Four Laning of NH-57 from Muzzafarpurto Darbhango

MahindraRajConsultantsPvt. Ltd.

IndiaDPR for aprox 60 km ofroad in the flood plains inBihar state

2004-2005 Detailed design anddrawing

Delhi-Metro Rail

Project-Restortion ofroad in packageMC-1

L&T RambollLtd. India

Restortion of Road workfor cut & cover section ofDelhi-Metro works byIMCC.

2005Design for roadrestoration work

Kochin PortConnectivity Project

Dalal-MottMacdonaldLtd.

India

Construction supervisionfor 10 Km of NH-47 withbridges(5 nos) onbackwaters of AabianSea.

2004-2005

Highway DesignEngineer inconstructionsupervision

Ranchi ring RoadMSVInternationaInc.

India 60 km of 6 lane dualcarriageway road

2003-2004 Detail design

West BengalCorridorDevelopment

Louis Berge ,Group

India 100 km of 2 lane road 2002-2003 Tender Documentsand Drawings

Kandhor-Spinboldak Road inAfghanistan

MSV-LRP JV. Afganistan 103 km of 2 lane road 2003-2004 Detail design

Pule-e-Khumuri toSherkhan-Bandar

Louis BergerGroup

Afganistan 60 km of 2 lane rood 2002-2003Tender Documentsand Drawings

18. Kabul -Kandhar-Road in Afghanistan MSV-LRP JV. Afgonistan 80 km of 2 lane rood 2003-2004 Detail design

0 118

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ANNEXURE IX - ASSUMPTIONS USED FOR PROJECTING FINANCIALS OF JIL

Commercial Operations Date : April 1, 2011

Revenue AssumptionsRevenue for the Project comprises toll collections and real estate revenue. The projectedtoll revenue for each year is a product of the applicable toll rate and traffic volumes forthat year.

2. (a) Toll Fees AssumptionsThe Concessionaire or an Operation & Maintenance Contractor (O&M Contractor) shallbe entitled to demand, manage and collect Fees from the users of the YamunaExpressway at the envisaged Toll Plazas during the Concession Period. Fee structure ofdifferent types of vehicles using the Yamuna Expressway shall be decided by theConcessionaire, subject to the condition that such Fee shall not exceed fee notified byGOUP in this behalf and under similar situations.

GOUP is yet to issue any notification for Fee, which is expected to be on the similar lines aslevied on the users of Mumbai - Pune Expressway, the only other working Expressway inthe country. Hence, for the instant appraisal, Fee rates of Mumbai-Pune Expressway forthe year 2010 have been assumed which is described below.

ategory of vehicle Rate (Rs/km)Cars/Jeeps/Taxis 1.47Mini bus/LCV/Tractor 2.29Bus 4.35Truck-2A 3.173A 7.52Truck -M 10.02

The above rates are in force from April 2008 and applicable till March 2011. The rates areassumed to revise every three years.

Traffic volumeThe basis and assumptions of the traffic projections are highlighted in Chapter 6 of thisMemorandum.

2. (b) Real Estate AssumptionsFor Residential and Commercial real estate development the construction phasing hasbeen assumed to be as follows:

ear of construction 1 2 3 4Percentage construction 10% 40% 40% 10%

For real estate sales realisation,Milestone

At time of booking

the •a ment

% payment10.00%

•hasin• has been assumedMilestone

15 months from booking

t o be as folio

% payment7.50%

2 months from booking 10.00% 18 months from booking 7.50%4 months from booking 10.00% 21 months from booking 7.50%6 months from booking 7.50% 24 months from booking 7.50%9 months from booking 7.50% 27 months from booking 7.50%12 months from booking 7.50% 30 months from booking 5.00%Occupation Certificate 5.00%

119

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ws:

External development cost Rs. 3,642,300.0 per acre of total land areaInternal development cost Rs. 3,500,000.0 per acre of total land areali



The cost of construction and sales price for real estate has been assumed for variousplaces have been assumed to be as follows:Noida

Particulars Area Selling Price Cost of Construction

% (in mn. Sq. ft.) Rs. per sq. ft.1 Residential 81.11% 60.84 4200 20702 Commercial 8.55% 6.42 6600 32203 Institutional 10.34% 7.75 2160 1150

Total 100.00% 75.01

A raParticulars Area Selling Price Cost of Construction

% (in mn. Sq. ft.) Rs. per sq. ft.1 Residential 72.37% 58.40 3800 20702 Commercial 11.84% 9.56 4560 2645

1 3 Institutional 15.79% 12.74 1440 920Total 100.00% 80.70

DankaurParticulars Area Selling Price Cost of Construction

% (in mn. Sq. ft.) Rs. per sq. ft.' 1 Residential 72.37% 58.38 2500 1265

2 Commercial 11.84% 9.55 3000 16503 Institutional 15.79% 12.74 1080 748

Total 100.00% 80.67

MirzapurParticulars Area Selling Price Cost of Construction

% (in mn. Sq. ft.) Rs. per sq. ft.1 Residential 72.37% 58.38 2500 12652 Commercial 11.84% 9.55 3000 16503 Institutional 15.79% 12.74 1080 748

Total 100.00% 80.67

TaooalParticulars I Area Selling Price Cost of Construction

(in mn. Sq. ft.) Rs. per sq. ft.1 Residential 72.37% 58.38 2500 12652 Commercial 11.84% 9.55 3000 16503 Institutional 15.79% 12.74 1080 748

I Total 100.00% 80.67

No escalation has been assumed in the cost of construction and the selling price for realestate.The other construction costs assumed are as follows:

Brokerage and other expenses have been assumed to be 5% of sales realisation.120

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FY ending 31 5 March Mar-12 Mar-16 Mar-20 Mar-24 Mar-28O&M Contract Price 70.84 86.10 272.76 171.23 208.14

Jaypee Infra tech Limited


Operation and Maintenance AssumptionsO&M costs are projected based on the initial starting figures estimated by JIL. The O&MContract price for the entire concession period is given below:

Profile of O&M Contract Price for the Concession Rs. Crores

The Major Maintenance will be undertaken every 5 years from COD. The MajorMaintenance price for the entire concession period is given below:

FY endin • 31 st March Mar-16 Mar-21 Mar-26 Mar-31 Mar-36 Mar-41 Mar-47Major Maintenance Expenses] 12.76 1 16.29

20.79 1 26.53 1 33.86 I 43.2 1 55.16

Financial and Economic AssumptionsOther financial and economic assumptions used in the financial projections are as under:a) Taxation The following categories of taxation have been adopted to be applicable:

Corporate tax rate of 33.99% (inclusive of surcharge & cess) on the netbusiness income of the Concessionaire;Minimum Alternate Tax (MAT) has been assumed at 17.00% (inclusive ofsurcharge & cess); andNo other tax or duties are assumed to be payable by the JIL or itsShareholders.

b) Depreciation under Income Tax Act Depreciation under Income Tax Act has been assumed on Written Down Value method.The Depreciation rates assumed to be applicable are set out in the following table.

De•reciation Rates as •er IT Act

c) Depreciation as per Companies Act Depreciation has been provided for in the Profit and Loss calculation using the straight-line method to write-off the assets over the expected useful life of the assets. Thedepreciation rates based on Companies Act for the different asset types are as set outbelow.

e reciation Rate based on Corn anies Act

121

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ANNEXURE X - DETAILED PROJECTED FINANCIALS OF JILProfit and Loss Account forarticulars \ During the yearnded 31st March

Income

2008

Construction

2009

+

2010

0 aeration

2011 2012

Phase

2013

till the re

2014

a ment

2015

of

2016

debt

2017 2018 2019 2020 2021 2022

Rs. in

2023

Crores

2024 202

Real Estate Sale - 555.23 - - 3,506.292,549.103,112.065,965.6510,163.46 9,451.8510,776.8111,010.4510,452.0810,327.3411,150.3610,889.25Toll Fees - - - 302.72 322.43 343.43 409.73 436.48 464.99 552.25 585.64 621.08 737.75 782.49 826.07 976.79 1,031.31Other Income 0.77 1.03 - - - - - - - - - - - - - - -

Sotal Income 0.77556.26 - - 302.72 3,849.72 2,958.83 3,548.53 6,430.65 10,715.71 10,037.4911,397.89 11,748.2011,234.57 11,153.42 12,127.1511,920.56

ExpensesDevelopment Cost 2.459.951,788.402.183.364,420.62 7.667.67 7,058.89 8,108.67 8.391.54 8,112.99 8.125.70 8.811.92 8,596.87Routine Operating &

Maintainence Expenses70.84 74.38 78.10 97.88 86.10 90.41 94.93 99.67 272.76 215.30 155.32 163.08 171.23 209.59

Major Maintenance Reserve - 12.76 16.29 ., - -Other Cost 3.59138.88 - - - - - - - - - - ., - -

Total Expenses 3.59238.68 - 70.84 2,538.04 1,886.28 2,282.23 4,511.02 7,762.60 7,158.57 8,381.43 8,623.13 8,268.31 8,288.78 8,983.16 8,806.46

EBIDTA (2.82)317.57 - - 231.88 248.0 1,311.68 1,072.551,266.31 1,919.62 2,953.11 2,878.93 3,016.46 3,125.06 2,966.26 2,864.64 3,143.99 3,114.10

Interest on Term Loan - - - 810.02 798.36 745.95 675.68 601.71 551.03 504.90 449.88 408.27 387.67 368.16 289.31 137.60 4.98EBDT (2.82) 317.57 - - (578.13)(550.31) 565.72 396.87 664.601,368.59 2,448.21 2,429.04 2,608.19 2,737.40 2,598.10 2,575.33 3,006.39 3,109.12Depreciation 8.47 13.97 223.40 222.79 222.79 222.79 223.40 222.79 221.57 222.79 223.40 222.79 221.57 222.79 223.40 222.79Profit Before Tax (11.29)303.61 - - (801.53) (773.10) 342.94 174.09 441.201,145.80 2,226.65 2,206.26 2,384.80 2,514.61 2,376.54 2,352.54 2,783.00 2,886.33Tax 0.08 36.87 - 58.28 29.59 74.98 194.73 378.42 374.95 405.30 427.36 403.89 399.81 472.97 490.53Profit After Tax (11.37)266.73 - - (801.53) (773.10) 284.66 144.50 366.22 951.07 1,848.23 1,831.30 1,979.50 2,087.25 1,972.64 1,952.73 2,310.03 2,395.80

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Cash Flow for Construction + 0 aeration Phase till the re•a ment of debt Rs. in Croresarticulars \ During the year

- nded 31st March 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 202'

SOURCES OF FUNDSNet Profit After Depreciation &

Taxes(11.37) 266.73 (801.53) (773.10) 284.66 144.50 366.22 951.071,848.23 1,831.30 1,979.50 2,087.25 1.972.64 1,952.73 2,310.03 2,395.80

Depreciation 8.47 13.97 - 222.79 222.79 222.79 223.40 222.79 221.57 222.79 223.40 222.79 221.57 222.79 223.40 222.79Major Maintenance - - - - - - - - - - - - - - - - -

Inc/(Dec) in CL 453.69 - 881.81 1,555.74 2,460.36 3,845.41 2,610.095,263.12 5,735.30 3,280.61 690.28 461.89 743.53 1,321.78 1,798.39 2,363.63 3,284.18 3.435.78Equity infusion 965.0C 25.00 510.00 - - - - ,. - - - - - - -

IPO/Sponsor Support - - - 750.00 - - - - - - - - -Term Debt 199.99 1,675.002,375.00 1,950.00 _, - - - - - - -

Transfer from Debt ServiceReserve " - 9.68 21.87 65.91 - - 84.48 5.15 - - - 356.07

Total Sources of Funds 1,615.781,980.703,766.814,255.741,882.223,295.103,117.535,640.086,346.794,520.382,760.07 2,515.98 3,030.91 3,636.97 3,992.59 4,539.15 5,817.60 6,410.44

USES OF FUNDSInc/(Dec) in CA 304.54 494.091,564.58 935.49 1,540.122,350.581.545.73 3.808.164.385.052.381.64 641.14 191.48 1,039.22 2.054.60 2,313.25 2.858.56 3,804.59 4,642.58Capital Expenditure 1,303.23 1,296.242,176.55 3,244.27 - - - - - - - - - - - - -

Debt Repayment 7.44 192.55 - 34.77 176.12 505.01 536.56 523.05 310.07 379.62 440.80 144.50 144.50 144.50 960.00 1,266.00 434.50Repayment of Noida GreaterNoida Expressway

- _1 _ - - 20.67 20.67 20.67 20.67

Transfer to Debt Service Reserve - 211.20 32.42 69.12 - - - 5.85 1.54 0.29 184.16 38.57 -

reserveTransfer to Major Maintenance

Total Uses of Funds 1,607.771,797.773,933.674,179.761,786.082,559.122,119.864,344.734,908.102,691.711,026.62 633.83 1,183.72 2,199.10 2,478.71 4,023.39 5,129.83 5,097.75

NET CHANGES IN CASH BALANCE 8.01 182.93 (166.87) 75.99 96.14 735.98 997.671,295.361,438.691,828.671,733.46 1,882.15 1,847.20 1,437.87 1,513.88 515.75 687.77 1,312.69Opening Balance of Cash 8.01 190.93 24.07 100.05 196.19 932.161.929.83 3.225.194,663.886.492.55 8,226.01 10.108.16 11.955.36 13,393.2314,907.11 15,422.87 16,110.64Closing Balance of Cash 8.01 190.93 24.07 100.05 196.19 932.161,929.833,225.194,663.886,492.558,226.0110,108.1611,955.3613,393.2314,907.1115,422.8716,110.6417,423.33

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Balance Sheet for Constructionadiculars \ As on 31starch ended

Liabilities:

2008

+ 0

2009

eration

2010

Phase

2011

till the

2012

re•a ment

2013

of debt

2014 2015 2016 2017 2018 2019 2020 2021

Rs. in

2022

Crores

2023 2024 202

Equity capital 965.00 990.00 1,500.00 1.500.00 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 1.500.00 1.500.00 1,500.00 1.500.00 1.500.00 1,500.00 1,500.00 1,500.00Equity through IPO/SponsorSupport

- 750.00 750.00 750.00 750.00 750.00 750.00 750.00 750.00 750.00 750.00 750.00 750.00 750.00 750.00 750.00

Share Premium - - . _, - . - _ . - - - - _ - . - _,

Reserve & Surplus (11.37) 255.36 255.36 255.36 (546.17)(1,319.27)(1,034.61) (890.11) (523.89) 427.18 2,275.41 4,106.72 6,086.22 8,173.4710,146.11 12,098.8414,408.8716,804.67

ReserveMajor Maintenance

Secured Loan 199.99 1,867.55 4,050.00 6,000.00 5,965.23 5,789.12 5.284.10 4,747.54 4,224.50 3,914.43 3,534.80 3,094.00 2,949.50 2,805.00 2,660.50 1,700.50 434.50 0.00Noida Greater NoidaExpressway

- . - 310.00 310.00 310.00 310.00 310.00 310.00 310.00 310.00 310.00 310.00 289.33 268.67 248.00 227.33

Current Liabilities 453.69 453.69 1,335.50 2.891,24 5,351.60 9.197.01 11,807.10 17,070.21 22,805.5126.086.12 26,776.4027,238.29 27,981.82 29,303.60 31,101.99 33,465.62 36,749.7940.185.58Total 1,607.31 3,566.60 7,140.86 11,396.60 13,330.66 16,226.86 18,616.59 23,487.65 29,066.12 32,987,73 35,146.6236,999.01 39,577.5442,842.07 46,447.93 49,783.63 54,091.16 59,467.58

Assets:Capital Work-in -progress/Project Assets

1,303.23 2,599.47 4,776.02 8,020,29 8,330.29 8,330.29 8,330.29 8.330.29 8,330.29 8,330.29 8,330.29 8,330.29 8,330.29 8.330.29 8.330.29 8,330.29 8.330.29 8,330.29

Less: depreciation 8.47 22.43 22.43 22.43 245.83 468.62 691,40 914.19 1,137.58 1,360.37 1,581.94 1,804.72 2,028.12 2.250.90 2.472.47 2,695.25 2.918.65 3,141.44

Net Project Assets 1,294.77 2,577.04 4,753.58 7,997.86 8,084.46 7,861.67 7,638.89 7,416.10 7,192.71 6,969.92 6,748.36 6,525.57 6,302.17 6,079.39 5,857.82 5,635.04 5,411.64 5,188.85Current Assets 304.54 798.63 2,363.21 3,298.70 4,838.82 7,189.40 8.735,1312,543.2916,928.34 19,309.9819,951.12 20,142.60 21,181.82 23,236.41 25.549.67 28,408.23 32,212.82 36,855.40Deposits - - - - 211.20 243.62 312.74 303.06 281.19 215.28 221.13 222.67 138.19 133.04 133.33 317.49 356.07 -

Cash 8.01 190.93 24.07 100.05 196.19 932.16 1,929.83 3,225.19 4,663.88 6,492.55 8,226.01 10,108.16 11.955.36 13,393.2314,907.11 15,422.8716,110.64 17,423.33Total 1,607.31 3,566.60 7,140.86 11,396.60 13,330.66 16,226.86 18,616.59 23,487.65 29,066.12 32,987.73 35,146.6236,999.01 39,577.54 42,842.07 46,447.9349,783.63 54,091.16 59,467.58

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