PROFILE

Hassan Mangalore Rail Development Company Limited was incorporated in July 2003 under the Companies Act of 1956 as a joint venture of the Government of Karnataka & the Ministry of Railways. Objective: HMRDC to take over the gauge conversion of the Hassan Mangalore railway line and ensure its early completion through appropriate and timely funding. The company was to raise the required resources through debt and equity. The Beginning 2

Project Implementation The gauge conversion of the line has been completed under a set of agreements signed by the Company with the Ministry of Railways and the South Western Railway. Concession Agreement Construction Agreement Operations and Maintenance Agreement The line was commissioned for goods traffic on 5 th May 2006 and for passenger services on 8 th December Company is enjoying Tax Holiday for 10 years from COD & Company is paying MAT at 18.5% as against 33% IT. 3

Framework of operation of SPV Key features of the framework are: Cost of construction financed by HMRDC Line capacity to be used primarily for goods services Assured passenger services to the extent operated on the meter gauge. Running & operating costs of passenger services to be borne by Railways Cost of freight operations and maintenance of the line to be met by HMRDC. Revenues to Company to accrue from freight only Revenues from passenger trains to accrue to IR 4

Concession Agreement Under the Concession Agreement, the Ministry of Railways has granted HMRDC a concession for 32 years during which the company would convert the MG line between Hassan and Mangalore into a BG line and thereafter undertake its operation and maintenance during the concession period. To enable construction of the new line, the existing assets including land, station buildings, formation, bridges etc. (assets forming part of the rail network and necessary for gauge conversion) have been leased to the company. 5

O & M Agreement Under the Operations and Maintenance Agreement HMRDC has contracted with SWR for operation of goods train services on the line and its maintenance till the termination of the concession period. Construction Agreement Under the Construction Agreement signed between HMRDC and South Western Railway (SWR) the later has been appointed as the Engineering, Procurement and Construction (EPC) Agency for the line and entrusted with the construction work. 6

Project Financing Initial Project Cost `. 293 cr Construction Cost `. 275 cr RMV Equipment `. 4 cr Pre-operative exp & IDC `. 14 cr Revised Project Cost `. 366 cr Construction Cost `. 348 cr RMV Equipment `. 4 cr Pre-operative exp & IDC `. 14 cr Funding through Subordinate debt from IR `. 141 cr Equity `. 112 cr Term loans from banks `. 90 cr Revised construction cost is under examination for mutual acceptance. 7

Construction of the line Detailed estimate sanctioned by Rly Board in Dec 2002 forms the basis of the construction agreement. The 183 Km long MG line from Hassan to Kankanadi has been converted to BG. Four new crossing stations were planned of which three have been commissioned so far. Arebetta station is yet to be opened. The cost of construction as per the Construction Agreement is ` Cr. In addition, HMRDC has also paid for rail mounted vehicles to be used for inspection & maintenance of the line. The completion cost of the project is presently being worked out. It is expected to be around `. 340 cr. 8

Operations & Maintenance of the line The Operations and Maintenance of the line from Commercial Operations Date (COD) i.e. 5 th May 2006 is being done by SWR under the terms of the O & M agreement. 100% inflation of distance is allowed for the Ghat section between SKLR-SBHR, the chargeable distance being 110Km i.e Km for the entire line. (Rate circular No. 32 of 2006) Freight due to HMRDC from traffic carried on the line is calculated as per the inter zonal railway rules of apportionment. O & M ( Fixed & Variable) costs payable by HMRDC are calculated on the basis of the formula prescribed in the O & M agreement. Fixed costs covering cost of manpower, cost of consumables etc. are payable irrespective of the traffic moved. Variable costs including fuel, cost of crew, loco and wagon usage etc. vary according to the tonnage carried on the line. Apportioned freight minus the O&M costs constitutes HMRDC’s share of revenue. 9

Traffic Forecast The Hassan Mangalore line is expected to carry up to six million tonnes of freight per annum that includes Towards Mangalore Area: Export iron ore to Port from Chitradurga – Tumkur and Hospet –Bellary sectors Iron ore for KIOCL pellet plant at Mangalore Cement, Food grains and other general goods to Mangalore goods shed From Mangalore Area: Coal Fertilizer imports Limestone, Iron Ore Pellet Fertilizer from MCF, Mangalore. POL and LPG from Mangalore Refinery, Thokkur. 10

Capital Structure Authorized share capital `. 125 Cr. (Equity share of Rs.10/- each) Paid up capital `. 112 Cr. The shareholding pattern is as follows  Government of Karnataka `.28 Cr  Mysore Sales International Ltd. `. 7 Cr40%  Vishveshwarya Ind Trade Center `. 10 Cr  Ministry of Railways `. 45 Cr40%  New Mangalore Port Trust `. 10 Cr 9%  Mineral Enterprises Limited `. 10 Cr 9%  K-RIDE `. 2 Cr 2% 11

Salient Physical Features of Hassan - Mangalore Section Sl.No. Section Elevation (MSL)DistanceGradient 1Hassan – 900m 42 kms. 1 in 100 plateau 2 Sakleshpur – 967m 3 55 kms. 1 in 50 Ghat 4Subramanya Rd. – 113m 5 86 kms.1 in 100 plain 6Mangalore – 9.5m 12

A. Rails Hassan to Mangalore – 183 Kms Main line track class I - 52 Kg rails Loop line class II - 52 Kg rails B. Sleepers Hassan to Sakleshpur60 Kg PSC sleepers - M+ 4 density Sakleshpur to Mangalore 60 Kg PSC sleepers - M+ 7 density Loop lines52 Kg PSC sleepers - M+ 4 density C. Fittings Class - I fittings - ERC Clips, GR pads, metal liners in mid section and GFN liners in yards D. Ballast mm cushion. 13

3. Bridges - Total Major Bridges – 91 Minor Bridges – 549 Road over bridges – 16 Road under bridges – 12 FOB – 2 4. Tunnels - Total Nos. 57 Total length kms. Longest tunnel mts No Level Crossings - Total - 65 Manned – 31 Unmanned Curves - Total – Nos to Nos 7. Catch Sidings Donigal station – Shrivagilu Yedakumeri - Proposed 8. Slip Sidings Donigal, Shrivagulu 14

Details of Block Stations and Halts in Hassan-Mangalore S.NoName of StationJurisdictionLocation at (kms)Inter Dist 1Hassan (HAS)S W R Alur (ALUR) HMRDCHMRDC Balupete (BLLT) Sakleshpur (SKLR) Donigal (DOGL) Kadagaravalli (KVGL) Yedakumeri (YDK) Arrebetta (TO BE COMMISSIONED) Shrivagulu (SVGL) Subramanya Road (SBHR) Bajakare (BAJE) – Halt Kodimbala (KDBA) – Halt Yedamangala (YDM) Kaniuri (KNYR) – Halt Narimogaru (NRJ) Kabakaputtur (KBPR) Neralekatte (NEHL) Kalladaka (KLKD) – Halt Bantwal (BNTL) Faringapeta (FRG) – Halt Padil (PDL) S R Mangalore Jn

Line Capacity  The Maximum number of Trains that can be operated in a Day in a section is known as Line Capacity, which is decided by the running time of the Critical Block Section by a slowest moving train.  The Critical Block Section of HMRDC Line is DOGL-SVGL in the ghat section of SKLR-SBHR section, 120 minutes is the running time of the critical block section and line capacity is 12 trains per day including Passenger Trains.  Some amount of time to be provided for the track and signal maintenance works, which again reduces the Line Capacity to that extent which is equivalent to 3 Hrs/ 2 trains.  To increase the line capacity the running time of critical block section has to be reduced for which the provision of CATCH Sidings (safety device) to be undertaken at all the stations on the ghat section. As a first step, it is proposed to construct a CATCH YDK at a cost of ` 12.5 Cr. Sanction from CRS, South Zone awaited.  To improve the line capacity maximum permissible speed to be increased to 45 KMPH in the UP direction without compromising the safety since the track strength has been upgraded over the period. 16

Operational & Financial Performance 9/20/ Particulars (05/06- 03/07) Carried Tonnage (MT) Earnings O&M costs Income from Operations Deferred OH `. - Crores

Commodity wise Earnings 9/20/ Comm od Carr Tonn (MT) Reve% to tot Rev Carr Tonn (MT) Reve% to tot Rev Carr Tonn (MT) Reve% to tot Rev Carr Tonn (MT) Reve% to tot Rev Carr Tonn (MT) Reve% to tot Rev Carr Tonn (MT) Reve% to tot Rev Iron Ore Export Domestic Pellets Total % 2% % % 5% % % 0% % % 3% 1% 61% % 27% % % 15% 0% 15% Limeston % % % % %0.00 0% Cement % % % % % % Coal % % % % % % F Grains/ Fertilizer % % % % % % LPG/POL % % % % % % Gypsum/ Others % % `. - Crores

Wagon wise Earnings/Train Load /20/ Type of Wagon/ Commodity Total No of Trains Total Load (Million T) Total Revenue (Cr) Load per Train (Tonnes) Revenue per Train (In Lakhs) BOXN – Iron Ore Gypsum Coal Clinker BCN – Cement * Fert/ Food Gr BTPG - LPG BTPN - POL BRN/ BRH – Iron Sheet Cont

Components of Fixed & Variable Costs Fixed CostsVariable Costs Man PowerCost of Fuel Other than Man powerCost of Crew Direct Supervision ChargesCost of Loco & Wagon Usage Indirect Over HeadsCost of Running Repairs of Wagons Misc.Documentation Compensation Claim Indirect Over Heads 20

Review of O&M Costs 9/20/ Particulars Carried Tonnage (MT) Fixed Costs (FC – `.- Cr) FC/Tonne (`.) FC/Tonne/Km (`.) Variable Cost (VC – `. - Cr) VC/Tonne (`.) VC/Tonne/Km (`.)

Income and Expenditure 9/20/ Income: Particulars From Freight Operations Others Total Expenses: O&M Railway Fixed Costs Variable Costs Indirect OH – FC Indirect OH – VC Maintenance Exp Expenses:Administration OfficeFinancial Expenses Depreciation Total P B I T(14.28) (12.78) Tax Paid P A T(14.28) (12.78) `. - Crores

Earnings Particulars Tonnage (Million Tonne) Gross Earnings (`. Crores) Gross Earnings/Ton/ KM (`.) O&M Cost (`. Crores) O&M Cost/Ton/ Km- (`.) Net Earnings (`. Crores) Net Earnings/Ton/ Km (`.) Profit/ Loss (`. Crores) (Inc. of all Expenses) (14.28) (12.78) Profit/Loss/ Ton/ Km (`.)(0.49) (0.02) 23

Performance of the Company 9/20/ Particulars Total Income Total Expenses P B I T(14.28) (12.78) P A T(14.28) (12.78) E P S (Rs.)(1.28) (1.13) ` - Crores

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Fixed Assets 9/20/ Particulars GAVNAVGAVNAVGAVNAVGAVNAVGAVNAVGAVNAV Railways Bridges Formation P Way Station & Building Plant & Machinery Total Office G Total ` - Crores GAV – Gross Asset ValueNAV – Net Asset Value

Capital Structure 9/20/ Particulars Share Capital Paid Up Reserve & Surplus (Cumulative) Secured Loans Canara Bank SBH Unsecured Loans Sub debt from S W R Deferred Indirect Over Heads of SWR ` - Crores

Section Staff Position in HMRDC S.NoDepartmentNo of Staff as per Agmt No. of Staff on Roll New Staff Recruited in Engg (June’12) No of staff on Roll as per SWR 1Mechanical (SKLR-SBHR)6858 2Electrical (TLD)2377 3Traffic (SKLR-BNTL) S&T (SKLR-BNTL)5951 5SE/P-Way (HAS-SKLR) at HAS SE/P-Way (SKLR-SBHR) at SKLR ADEN (SKLR) BRI (SKLR)77 9SE/Works (SKLR) at SKLR18 10SE/P-Way (KBPR) Accounts333 Total SWR has recruited New Staff for Engg in the month of May 2012 and effective from June 2012

INSURANCE PROJECT LENGTH COVERED : 97 Kms out of 183 Kms from (SKLR to KBPR) ASSETS INSURED : Permanent way, Station Buildings, Signaling, and Telecom, Mechanical & Electrical Equipments RISKS COVERED: Force Majeure occurrence such as fire, root, flood, breaches, lightning, earthquake and other natural disaster – mainly on account of landslides/ rockslides during monsoon. LOSSES COVERED: i) Restoration cost of tracks and assets damaged ii) Loss of Profit/ Revenue on account of stoppage of operation on account of Force majeure events. POLICY PERIOD : 4 th January 2011 to 3 rd January 2012 PREMIUM PAID : 2008 ` Lakhs 2009 ` Lakhs 2010 ` Lakhs 2011 ` Lakhs 2012 ` Lakhs CLAIMS SETTLED : 2008 : Restoration Cost : ` 61 Lakhs Loss of Profit : ` 163 Lakhs (Received on ) 2009 : Restoration Cost : ` Lakhs Loss of profit : ` Lakhs (Received on ) No Claims were made during last 2 years since 2010 as there were no landslides during these years. 29

Income Tax Holiday and Payment of MAT  INCOME TAX HOLIDAY : Nature of exemption : Eligibility U/s 80IA being Infrastructure facility Quantum of Exemption : 100% of Profit/ Income of the Company Period of Exemption : For 10 Consecutive years from the Initial year Exemption Availed : From FY Exemption Available : upto FY 2016 – 17  PAYMENT OF MAT : The Company is required to Pay minimum Alternative Tax (MAT) on Book Profits u/s 115JB of Income Tax Act. The Book Profit and MAT paid are : FIN YEARBook Profit Rate% including Surcharge ` In Crores Amt and Education Cess of MAT Paid (10%+10%+3%) (10%+10%+3%) (15%+10%+3%) (18%+7.5%+3%) (12.78) 20.01(18.5%+5%+3%)

Looking to Future 9/20/ SWOT Analysis : Strengths :  The Only Railway Line passing through Western Ghats connecting the major port of Karnataka with Hinterland.  Has got Line Capacity to transport 6 Million Tonnes of Traffic per annum.  Stabilized Rail Link.  Entire Loan of `. 90 Cr. availed from Nationalized Banks Completely Amortized within 3 years of CoD

Looking to Future 9/20/ Weaknesses :  Dependence on a single Commodity (Iron-Ore/Export) which is the Cash Cow.  Oligopolistic customers.  Capacity and Operational constraints due to steep gradient ( 1 in 50) and more number of 8 degree Curves. Multiple locos with AEBs used for hauling up Trains Empty running of Locos and Rakes Speed restrictions – 30 KMPH in Ghat Section. Detention due to a variety of reasons.  Outstanding sub-debt ( ` 108 Cr) and deferred OH ( ` 58 Cr) along with interest, if any.  The Cash Reserves of ` 186 Cr represent only DRF.

Looking to Future 9/20/ Opportunities :  Steady Traffic with KIOCL expansion plans (Iron Ore Domestic)  Iron-Ore for Export market may commence upon lifting the ban.  Import of high grade non-coking Coal for proposed Steel Plants and Coal for Power Plants, which will be moved from NMPT through Hassan Mangalore Rail Line.  Diversification into development of Property Time Shares (with the Land available) for heritage Tours and Trek to boost non-traditional income.  Going for “Doubling” of the Line, avoiding Ghat Section (118 Kms as against 55Kms of Ghat Section) with minimum impact on Environment.

Looking to Future 9/20/ Threats :  Higher Expenditure on Maintenance costs for retaining walls etc to prevent landslides.  Huge Capital Expenditure for strengthening of bridges to permit running of 25T Axle Load Trains.  Dwindling traffic movements.  Premature replacement of Assets due to denudation.