SUBCONTRACT MEMORANDUM Between: THE PARTIES: 1. Ernst & Young Servicios Corporativos S.L.

, whose business office is at Plaza Pablo Ruiz Picasso, 1, 28020, Madrid, Spain, represented by xxxxxxxxx 2. Ernst & Young Private Limited, India, whose business office is at 18-20, Hindustan Times Building, Kasturba Gandhi Marg, New Delhi, 110 001 represented by Abhaya Agarwal, Executive Director and Leader PPP

Whereas: 1. Ernst & Young Servicios Corporativos, S.L. has been hired by Aldesa Concesiones (hereinafter the External Client) to provide an Assessment of EPC Opportunities in Roads, highways, railways & renewable energy sectors in India and Development of Entry strategy (hereinafter the Work). 2. Both Parties know the Scope of the Works (Annex 1) and its deadlines, which have been agreed by the Parties. 3. The scope of works will be developed by Ernst & Young Private Limited and overseen by Ernst & Young Servicios Corporativos, S.L. 4. The fees charged by Ernst & Young Private Limited for the works will be Euro 29,950 (Euros Twenty Nine Thousand Nine Hundred and Fifty only). 5. The fees is excluding of applicable taxes and out of pocket expenses. Any expenses towards lodging, boarding, air travel, local travel for meetings or related travel outside Delhi as requested by Ernst & Young Servicios Corporativos S.L. or External Client shall be paid by External Client on actual basis. The out of pocket expenses are capped at 10% of the total professional fees. 6. Both parties confirm the have done the conflict check and there are no conflicts for these services according to EY Global Policies

Ral Vzquez Prez Managing Partner Ernst & Young Servicios Corporativos SL

Javier Garca Seijas Head of Infrastructure & PPPs Ernst & Young Servicios Corporativos SL

Abhaya Agarwal Executive Director and Leader PPP

Ernst & Young Private Limited, India

ANNEX 1. SCOPE OF WORKS The broad scope of work is as mentioned below: Component-1: Analyzing the EPC Opportunities Overview of the Indian Roads & Highways and Railways EPC space Assess key market dynamics, growth trends and comment on key market drivers in each sector in short term (three years), medium term (five years) and long term (ten years) Specific areas (types of projects) that have attracted maximum interest/investment from private players Review of EPC business in each sector List of projects awarded on EPC in last 3 years by segment, size and geography, projects status, key players, winning rate/offer List of major clients who awarded the contracts in last 3 years o Government agencies in case of EPC/item-rate projects o Sub-contracting opportunity from other private players Analysis of typical project award mechanisms across client categories o Technical capability and project experience requirements o Financial capability and threshold requirements o Other key capabilities required o The above analysis would focus on requirements for international firms to get eligible for pre-qualification and bidding

Analysis of EPC business potential Study of existing estimates on investments required in each sector from Planning Commission, World Bank, etc. Our analysis of investment potential in a sector based on estimated output demand from these sectors, announced plans by government ministries & developers Analysis of EPC procurement sources in each sector Overview of legal and regulatory framework pertaining to key business risk issues Review of policy regulatory environment that may impact the EPC market Identification of other risk factors that may have a bearing on profitability/possibility of EPC business Highlight the risks & mitigation strategies posed for the sector

Future EPC project pipeline List of construction contracts /opportunities across sector value chain at pan India level that is expected in short term (three years), medium term (five years) and long term (ten years) Assessment of project characteristics

o o o o o o o o

EPC and sub-contracting opportunities expected from cash contracts and PPP projects project size & timelines geographical spread resource requirements capability requirements return expectations likely competition key risks, etc.

Key competitor profiling - competition would cover profiling of top 5 national or international players in each sector covering the following: Technical and financial competency, Business model Market share Years of operation Success story Presence across key segments Target market Competitive strength Risk appetite Price positioning Partnership model Overall profitability Strategic intent Identification of gaps in the competition framework for effective positioning of Aldesa Inference on key capabilities and resources required for winning projects across segments EPC opportunity listing where Aldesa can pitch for EPC works Projects from government agencies in case of EPC / item-rate projects Sub-contracting opportunities from private players in case of BOT/PPP projects Sub-contracting opportunity from other private players Financial assessment Assessment of risks and returns in EPC contracts in each sector Study of financial accounts of EPC contractor(s) Assessment of difference between price given in bidding documents and awarded price Assessment of scope variation in the contracts to enhance project viability, if applicable

Component-2: Strategy development Assessment of future project pipeline Assessment of the future pipeline of EPC projects across the various thrust areas according to risk and return and mapping the same with Aldesas experience and capabilities Typical project characteristics across thrust areas Project type, project size, project timelines, geographical spread, resource requirements, capability requirements, return expectations, key risks, etc. Identification of critical success factors Suggest partnership models based on identification of Aldesas capability/resource gaps and develop strategies to address the same in-house development Vs acquisition/JVs, key partnership requirements.

Strategy development Review Aldesas SWOT analysis in terms of the identified opportunities Sectors / states / projects to be targeted Type / size / geography of contracts to be targeted Key clients to be targeted Mode of project acquisition - Key capabilities to be built in / acquired for the same Extent of involvement in the projects - Complete in-house construction vs. subcontracting of one or more elements Type of partners required and profiling of potential partners based on value proposition that can be offered to Aldesa though such partnership and prepare a preferred list Provide key contacts details of the shortlisted partners Exclusions/Limitations:a) The information for the above mentioned activities shall be desk researched from public domain databases and available secondary information. We would on our best effort basis try and provide information on companies based on the information available in public domain. The assumptions considered for the above, would be based on the secondary research, Ministry of Road Transport and Highways (MoRTH), National Highways Authority of India (NHAI)/Planning Commission, Indian Railways, Rail Vikas Nigam Limited, Metro Authorities, Ministry of New and Renewable Energy, etc. and other Government regulations and guidelines, market conditions, and bidding documents available in public domain. We do not envisage to undertake any primary surveys as part of the engagement scope.

b)

c)

TIMETABLE Ernst & Young Private Limited shall complete the proposed assignment in 8 weeks from the date of commencement of the assignment as follows.

Review meeting with Aldesa and follow 4 weeks from project award up of the process Advanced Draft of the Report Submission of Report 6 weeks from project award 8 weeks from project award

Ernst & Young Private Limited shall mobilise its engagement team to commence the assignment after one week from the date of signing of the engagement letter. Throughout the course of the engagement, Ernst & Young Private Limited shall be in close discussions with the Ernst & Young Servicios Corporativos, S.L. and keep us informed of the progress of the assignment work.