Corporate Presentation February 2011 Confidential 0 Table of Contents 1 Company Overview 02 2 Business Strategy 15 3 Order Book 16 4 Global Strategy 17 5 Industry Outlook 20 6 Key Highlights 21 7 Subsidiaries & Joint Ventures 22 8 Appendix Financial Highlights Confidential 24 1 Company Overview Company Overview Pratibha Industries was established as a proprietory firm by Mr. Ajit B. Kulkarni to capture a share in the upcoming Infrastructure Industry in India Pratibha Industries Ltd. (PIL) was incorporated in 1995 and it took over Pratibha Industries the partnership firm in 1999 Today PIL is a well established, and the only listed infrastructure company with a backward integration into manufacturing of saw pipes and a proven track record of delivering complex infrastructure projects since 2 decades PIL’s core expertise is in the areas of water supply and environmental engineering, urban infrastructure, tunnels, high rises, airports, surface transport, roads and manufacturing saw pipes. Our Company operates on various models such as BOT, PPP Projects, turnkey projects etc. Proven track record of 20+ completed major projects and 40+ ongoing projects with an order book of INR 42000 mn in Infrastructure and approximately INR 1,000 mn in saw pipes division as on Dec 31, 2010. Gross revenue of INR 10,134 mn (FY 2010) with a revenue CAGR of 50% (FY 2007 – 2010) with a PAT of INR 565 mn for the same period. PIL is an ISO 9001:2000 certified by Moody’s and the quality management system of the saw pipe manufacturing facility is certified by the American Petroleum Institute ISO-14001:2004 certification for Environment Management System and OHSAS 18001:2007 certification for Occupation Hazard and Safety Management Systems Winner in the ‘Urban Infrastructure’ category for 24X7 water supply scheme for Navi Mumbai – Essar Steel Infrastructure Excellence Awards, 2010 Confidential 2 Company Structure Business Units Shareholding Pattern Public 19% BU1 – Water, Waste Water, Environmental Engineering and Special Projects Integrated Water Projects Sewerage Plants BU2 – Urban Infra and Surface Transport Airport Terminals Water Projects Railway Stations Oil & Gas Reservoirs High Rises Water Treatment Malls Surface Transport Recyclenation Plants Saw Pipes Mutual Funds/ FI 7% Promoters 52% FII 22% Water Management Distribution Systems Major Foreign Institutional Investors Confidential No. of Shares Merrill Lynch Capital Markets Espana S.A. S.V. 3731029 India Investment Partners Limited A/c. ICG Q Limited 1055108 Warhol Limited (Chrys Capital) 6097561 Cresta Fund Ltd 3753512 Van Dyck (Chrys Capital) 3804348 3 Milestones Incorporation of our Company Took over Teknoworks India – a mechanical engineering firm – to provide backward integration Entered construction business of public commercial utilities Railway Stations. Entered Road Construction Business 1999 1995 2004 Revenues crossed INR 8000 Mn Set up (PPP) PublicPrivate Partnership Division ISO 9001: 2000 certification 2010 2007 2006 2001 Took over the running business of partnership firm – Pratibha Industries Awarded a contract by MJP in Water Supply Management Confidential Listed on BSE and NSE (IPO subscribed 26 times) Enter in the Construction of Modern Buildings (i.e.Malls, Offices, Residential Towers) 2009 QIP of INR 607 Mn Commissioning of Saw Pipe Division QIP/Placement of Rs.150 crs and in Dec’10 secured maiden international order worth Rs. 352 crs from Dubai. 4 Our Key Strengths • Operational capability in different types of infrastructure projects • Experienced management team with proven execution capabilities • Increasing and diversified order book • Large fleet of owned machineries and equipments • Geographical benefits • Stellar financial performance over a period of time generating value for shareholders Confidential 5 Experienced Management Team with Proven Execution Capabilities Non-Executive Directors Executive Directors Board of Directors Confidential Mrs. Usha B. Kulkarni Chairperson Mr. Ajit B. Kulkarni Managing Director Mr. Vinayak B. Kulkarni Whole Time Director Mr. Rohit Katyal Whole Time Director Mr. Awinash M. Arondekar Independent Director Mr. Shrikant T. Gadre Independent Director Mr. V.B. Parulekar Independent Director Dr. S.L. Dhingra Independent Director Mr. V. Sivakumaran Independent Director 6 Strong Financial Performance Revenue EBIDTA CAGR FY07 – FY10 : 57% CAGR FY07 – FY10 : 50% PAT Business Wise Break - up CAGR FY07 – FY10: 40% Confidential 7 Nine Months Financial Performance ending on 31.12.2010 Confidential Profit & Loss Amt. (Rs. In million) Income From Operations 8836.88 Operating Expenses 7570.02 EBITDA 1266.86 Depreciation 126.50 Financial Charges 514.23 PBT 626.13 PAT 440.22 8 Business Matrix Business: 2002 Business: 2011 Water Supply Water Supply Management & Environmental Engineering Saw Pipes Infrastructure Mass Housing Infrastructure Urban Infrastructure & Surface Transport Road Construction Public Private Partnerships PIL has grown from a water supply and construction company to an integrated infrastructure company Confidential 9 BU1 – Water, Waste Water, Environmental Engineering and Special Projects Saw Pipes Overview BU2- Urban Infrastructure & Surface Transport Gujarat Water Supply Revenue – BU1 BU1 – Water & Environmental Engineering Business Verticals Our Company covers the entire gamut of the Water Supply system from Pipelines, Sewerage Plants, Reservoirs, Water Treatment, Recyclenation Plants, Water Management, Distribution Systems, Integrated Water Projects to Tunnels Implement projects from designing to construction to maintenance We execute these projects on Annuity/Deferred and on cash contract basis and BOT all over India Some of the prominent projects executed in this segment are NMMC Pipeline, Sarita Vihar Water Supply, Barve Ambernath Pipeline, Indore Water Supply, Gujarat Water Supply PIL undertakes fully integrated water supply management and environmental engineering projects Confidential 10 BU2- Urban Infrastructure and Surface Transport Saw Pipes Overview BU2- Urban Infrastructure & Surface Transport BU1 – Water & Environmental Engineering Business Verticals This business vertical includes constructing airport terminals, railway stations, high end residential and commercial high rises, malls, city roads, flyover and bridges for third parties Tie-ups with vendors to provide complex custom built structures We cater to private as well as government entities Planning to bid for larger sized projects on stand alone or through JV’s for NHAI and other authorized agencies Some of the prominent projects undertaken by us include Mumbai, Delhi and Amritsar Airport, Airoli and Ghansoli Railway Stations, Nirmal Lifestyle Mall, Lanco Mall, Green Building Commercial, BKC, Imperial Height Building at Andheri, Pune Solapur Highway Road, Sangamwadi Bridge, Katraj Road and Bibewadi to Kondhwa Road etc Mumbai Airport, Arrival Terminal Revenue – Urban Infrastructure and Surface Transport Mumbai Airport, Mumbai Bandra Terminus Executed prominent projects for government and private sector Confidential 11 Saw Pipes Saw Pipes Overview BU2- Urban Infrastructure & Surface Transport BU1 – Water & Environmental Engineering Business Verticals Our Company started the saw pipes division in 2007 as a backward integration for water management projects We have an installed pipe-forming capacity of 90,000 MTPA and a 3LP coating division with a capacity of 1.8 mn. sq. mtrs. per annum Our HSAW pipes can be used in the water supply management projects and oil and gas transmission Our Company has obtained API 5L certification from ‘American Petroleum Institute and is an approved supplier of gas pipes to GAIL We plan to tap export markets such as Turkey, Oman & Middle East Hydraulic Piling Rig Saw Pipe Coating Division, Wada Revenue – Saw Pipes Concrete Boom Placer and Piling Rig Saw Pipes are used in the water supply management segment as well as in oil and gas transmission Confidential 12 Some of our Prestigious Completed Projects Use of innovative technology to complete complex structures Confidential 13 Projects Under Execution Airports, Tunnels, Pipelines, High Rises Projects undertaken across the country Confidential 14 Business Strategy Emerge as a leader Drive Revenues and Margin Expansion Enter new niches in EPC Pursue overseas opportunities in existing niches Develop diversified PPP portfolio in core niches of Water Supply & Urban Development Develop Proprietary Skill Sets through R & D, Alliances and Continuous Human Resources Development - creating Sustainable Competitive Advantage Leverage Leadership in Water and Urban Infrastructure Segments to maintain a robust, high margin core order book Confidential 15 Strong Order Book of Infrastructure & Construction (As on Dec 31, 2010) Growth in Order Book 45000 Business Wise Break – up 42382 40000 Urban Infra 38% 35000 30000 25000 20000 20312 19352 Water 61% 21000 Business Verticals 15000 10000 5000 Outstanding Work (INR in Mn) 1 0 2007 2008 Road 1% 2009 Dec-10 Urban Infra Road Total 25767 16,255 360 42,382 Client Wise Break - up Geographical Break – up Business Verticals Water and Environment al Engineering Outstanding Work (INR. in Mn) Maharashtra 15,531 Rest of India 19,929 Dubai 6,922 Total 42,382 Business Verticals Outstanding Work (INR in Mn) Government Contracts Private Contracts Total Our Company has a strong order book, with an order book to revenue (FY10) ratio of 3.5x We have diversified our order book globally with the maiden order from Dubai as well as have strong foothold in India across 12 states with less than 50% in Maharashtra. Confidential 33,076 9,304 42,382 16 Global Strategy • Secured maiden overseas order of Rs. 352 crores from Dubai Electric & Water Authority for construction of Al-Ghafat water reservoir. • Pratibha is planning to expand its global operations & hopes to secure more orders in middle east countries like Saudi Arabia, Oman, Qatar, etc. • Capitalise on its strong track record in executing complex infrastructure projects on EPC basis in water supply and Urban infrastructure sectors Confidential 17 Key Customers Water Supply Management Municipal Indore Municipal J & K Economic Delhi Jal Karnataka Urban Corporation of Navi Mumbai Reconstruction Board Water Supply & Corporation Greater Mumbai Municipal Drainage Board Agency Corporation Urban Infrastructure Public Health Gujarat Water Jabalpur Engineering Supply and Municipal Department, Sewerage Board Corporation Rajasthan National Buildings Construction Corporation Delhi Metro Rail Corporation Airport Authority of India Surface Transport MMRDA Indore Development Authority Pune Municipal Corporation MSRDC Saw Pipes GAIL Kalpataru Power Transmission Petron Civil Engineering Larsen & Toubro Indian Oil Prominent names in the industry choose to BUILD their growth with Pratibha Confidential 18 Pan India Presence 1) Jammu & Kashmir ● Nisphat Doodhganga Water Supply Scheme 7) Maharashtra ● Andheri-Kurla Link Road ● Imperial Heights Building, Oshiwara ● C- 70 Building, BKC ● Tunnel from Malabar Hill to Cross Maidan ● Irla Pumping Station ● Water Pumping Station at Bhandup ● High Rise Residential Tower, Borivali 1 2) Punjab ●Expansion of Amritsar airport 2 3) Haryana ●Designing, Constructing, Testing, Commissioning of Water works at Chadu Budhera, Gurgaon, 3 4 5 12 10 4) Delhi ● Expansion of Delhi International Airport ● Laying of Pipeline for Delhi Jal Board ●Muti Level Parking in New Friends Colony and New Delhi Railway Station ●High end commercial complex and car park on BOOT basis for DMRC’s City Airport Terminal at New Delhi Railway Station 11 6 9 7 8) Karnataka ● Water Supply & Sewerage Project, Bangalore 9) Madhya Pradesh ● Urban Water Supply & Environmental Improvement Project ● Construction of Link Road, Indore ● Clear water raising mains and feeder mains 10)Uttar Pradesh ● Water Treatment Plant, Meerut 5) Rajasthan ● Water Supply Management project at Nagaur 6) Gujarat ● New International Terminal Building at SVPI Airport, Ahmedabad 8 11) Bihar ● Construction of ESIC Medical College, Patna 12) Assam ● Construction of Administrative Block, Lepetkata, Assam PIL has spread its wings across India and remains the preferred partner for urban areas Confidential 19 Industry Outlook - Infrastructure Mega Infrastructure Outlay - India Spending on Infrastructure in 11th Five Year Plan USD bn @ Rs. 48/$ Government of India has made a provision of Investment of USD 400-500 bn (2.3x the estimated expenditure in the 10th plan) in the infrastructure sector during the 11th Five Year Plan Sectors Roads and bridges Railways (incl. MRTS) Irrigation (incl. WD) Water supply and sanitation Airports Total This is to be achieved through a combination of public investment, public-private partnerships (PPP) and exclusive private investment, wherever feasible Water Supply - Environment Engineering - India Water sector in India grew 18 - 20% in the past three years There is need to create infrastructure to ensure sustainable water supply for the country’s agricultural, industrial and domestic use The scope in the sector has extended to distribution systems, water treatment, waste water treatment, recycling plants, sewerage plants and water management 11th Five Year Plan estimates an investment of INR 1.4 trillion in the sector and aims to provide drinking water, sanitation and waste management to 100% of the urban population The NHAI plans to award orders for 36,500 km in the next three years amounting to INR 2.6 trillion Most road projects to be developed would be through a publicprivate partnership (PPP) on the BOT – annuity or toll mode Sectoral share (%) plan 11th Plan 65.4 54.5 52.8 29.9 6.5 428.4 15.3% 12.7% 12.3% 7.0% 1.5% 100.0% Urban Infrastructure Surface Transport 11th India has INR 300 mn urban residents comprising about 30% of the population and contributing over 60% to GDP The JNNURM involves investment of INR 1.2 trillion over FY 05 -12 (Maharashtra’s share is 10%) Opportunities in tier II category; Bangalore, Chennai, Hyderabad and Jaipur are expected to have PPP opportunities in the short term in a large way The government plans to spend INR 300 bn on the airports sector during the 11th Five-Year-Plan. Of this, INR 140 Bn is slated for upgrading the 35 non-metro airports and modernizing aeronautical facilities 80% of demand in the real estate sector arises from the housing segment. The affordable housing sub-segments have been on an uptrend since May’ 09 Source: 11th Five Year Plan, Planning Commission Report Infrastructure is the backbone of a growing India Confidential 20 Key Highlights Reputed client base Government and Private Proven execution capabilities since 2 decades Operate with margins better then the industry Large fleet of owned machineries Increasing and diversified order book Experienced management team Confidential Huge macro potential to ride upon 21 Our Subsidiaries & Joint Ventures Wholly Owned Subsidiaries Joint Ventures/SPVs Pratibha Infrastructure Pvt. Ltd. Pratibha China State JV Prime Infrapark Private Ltd. Pratibha Ostu Stettin JV Patel Pratibha JV Gammon Pratibha JV Niraj Pratibha JV ITD Pratibha Consortium Pratibha SMS JV Pratibha GINKJI Consortium KBL PIL Consortium Unity Pratibha Consortium Unity Pratibha Multimedia JV Pratibha Pipes & Structural Consortium Pratibha JV Pratibha Al – Ambia JV Bhopal Sanchi Highways Pvt. Ltd. Confidential 22 Appendices Confidential Financial Highlights (Consolidated) Profit & Loss Account (INR in Mn.) FY 2007 FY 2008 FY 2009 FY 2010 3,004 5,651 8,058 10,072 72.5% 88.1% 42.6% 25.0% 2,637 4,991 7,142 8,643 367 660 916 1,429 12.2% 11.7% 11.4% 14.2% Other Income 4 1 50 63 Depreciation 11 36 71 140 EBIT 359 624 895 851 Financial Charges 123 223 341 522 PBT 236 402 554 766 7.8% 7.1% 6.9% 7.6% Tax 32 59 107 201 PAT 204 343 447 565 6.8% 6.1% 5.6% 5.6% FY 2007 FY 2008 FY 2009 FY 2010 Equity Share Capital 143 167 167 167 Reserves and Surplus 806 1,672 2,080 2,587 1,363 1,328 2,484 4,347 214 921 1,455 2,890 2,673 4,378 5,618 8,279 878 3,283 2,977 4,103 Income from Operation Growth Operating Expenses EBIDTA Margin Margin Margin Balance Sheet (INR in Mn.) Loan Funds Net Fixed Assets Current Assets Current Liabilities Confidential Income from Operation (FY 2007–10) CAGR of 50% EBIDTA (FY 2007–10) CAGR of 57% PAT (FY 2007–10) CAGR of 40% 24 Disclaimer This Information Package is distributed by Pratibha Industries Ltd. on a strictly confidential basis for information only. This Information Package and the information and projections contained herein may not be disclosed, reproduced or used in whole or in part for any purpose whatsoever or furnished to any other persons without the express prior written permission of Pratibha Industries Ltd. This Information Package is distributed by Pratibha Industries Ltd. upon the express understanding that no information herein contained has been independently verified. Further, no representation or warranty expressed or implied is made nor is any responsibility of any kind accepted with respect to the completeness or accuracy of any information. Also, no representation or warranty, express or implied, is made that such information remains unchanged in any respect as of any date or dates after those stated herein with respect to matters concerning any statement made in this Information Package. This Information Package contains several forward looking statements and projections, and there is no express or implied warranty that such forward looking statements and /or projections would materialize or that Pratibha Industries Limited would achieve the same, wholly or in part or at all. All forward looking statements and projections are subject to changes and modifications (including the risk of discontinuation) based on several factors, both internal and external. No duty is owed to any person to update, from the date hereof, as regards any changes or modifications (including discontinuance) in projections and / or forward looking statements in this Information Package. Certain visual representations of properties under construction/ yet to be constructed herein are merely artists’ impressions. We cannot assure that the completed projects would resemble the artists’ impression. The charts and maps herein are merely indicative of what they depict, and may not necessarily be proportionate or to scale. Pratibha Industries Ltd and its directors, employees, agents and consultants shall have no liability (including liability to any person by reason of negligence or negligent misstatement) for any statements, opinions, information or matters (express or implied), projections and forward looking statements arising out of, contained in or derived from, or for any omissions from the Information Package. All recipients of the Information Package should make their own independent evaluations and should conduct their own investigation and analysis and should check the accuracy, reliability and completeness of the Information and obtain independent and specific advice from appropriate professional advisers, as they deem necessary. Where this Information Package summarizes the provisions of any other document, that summary should not be relied upon and the relevant documentation must be referred to for its full effect. For any further information / queries regarding this document please contact: Pratibha Industries Limited, Univeral Magistic, 13th & 14th Floor, Off. Eastern Express Highway, P.L. Lokhande Marg, Govandi,Mumbai – 400071. Confidential 25