Sunrise Fund Pitchbook 1110v1

Copyright Aditya Birla Capital Advisors Private Limited 2010

Aditya Birla Private Equity

Aditya Birla Private Equity - Sunrise Fund

Innovation themed investments in Lifestyle, Lifeskills & Education, Lifecare & Applied Technologies


Copyright Aditya Birla Capital Advisors Private Limited 2010 2 of 16

Decades of experience and know-how:

C. INR 880 crore under management in Fund I

Cross-sector early-stage development experience

Extensive Indian and global network

Culture of entrepreneurship

Strong corporate governance

Rigorous financial discipline and controls

+

Investment team:

Sunrise sector specialists

Aditya Birla Private Equity - Sunrise Fund:

Compelling Investment Opportunity in Key Sunrise Sectors

Richly experienced, multi-functional team:

Deep experience of team members across

sunrise sectors over the last two decades

Track record of 11 exits in past careers with

average IRR @58% p.a. over 3-5 years

Attained superior returns through commercial

and operational inputs to sunrise sector deals

Innovation themed growth capital investments within sunrise sectors: Lifestyle, Lifeskills &

Education, Lifecare and Applied Technologies

Placed strongly to build a portfolio of winners through careful deal selection backed by strong

monitoring and hands on value addition as required

Focus on proprietary deal flow to generate high alpha returns: developed a ready database

of 60 plus companies which have undergone preliminary evaluation by the team

Aditya Birla Capital Advisors:

Proprietary deals and mature insights

Innovation themed investments in Sunrise SectorsLifestyle, Lifeskills & Education, Lifecare & Applied Technologies



Executive Summary

INR 350 crore Fund + Greenshoe option and upsizing

Early cycle mover in sunrise sectors to target public market beating IRR, commensurate with higher risk

Sunrise sector companies focused on Lifestyle, Lifeskills & Education, Lifecare and Applied Technologies

Fund Details for Investors

Target Returns: Pre-Tax IRR @30% p.a. (Not Guaranteed)

Investments over 2.5 years & Exits between 3.5 – 6 years (+ 1 year extension, investment manager‟s discretion)

Hurdle Rate: 10% p.a., compounded

Upfront Load: 2.25% (fixed)

Management Fee: 2% p.a. + Applicable Taxes

Carried Interest: 20% (With Catch-Up)

Investment characteristics

Focus on sizeable sunrise sectors with innovation as a super theme

Based on proven venture investing and exit credentials of senior team in similar sectors

Portfolio Companies: Revenues about INR 25 crore, nearing break-even/ profitable, in the year of investment

Portfolio Companies: Professionally managed, adaptive companies

Individual Portfolio Investment ticket size: INR 25-50 crore



Aditya Birla Private Equity – Sunrise FundFeatures Snapshot

2.25% (fixed); Subscriptions after 1st close charged 1% per month (i.e. fewer units allotted for

the same commitment amount)

Carried Interest @20% of the Pre-Tax returns (With Catch-Up)

Distribution net of all taxes as applicable

The Fund Aditya Birla Private Equity - Sunrise Fund (ABPE-SF)

Target Fund Corpus INR 350 crore (with Greenshoe and upsizing at the option of the Investment Manager)

Sponsor Commitment 10% of the Fund Corpus; up to INR 50 crore

Investment Manager Aditya Birla Capital Advisors Private Limited

Target Return/ IRR Pre-Tax 30% p.a. (Not Guaranteed)

Term of the Fund 2.5 years for investments + further 3.5 years for exits (+1 year extension at discretion of IM)

Minimum Commitment * Non institutional investors: INR 0.10 crores

Institutional investors: INR 2.00 crores

Hurdle Rate 10% IRR p.a., Compounded

Draw Down Schedule

Institutions: Initial 10% (subsequent calls, as per requirements)

Non institutional investors: Initial 100% (INR 0.10 crore)

Initial 20%; mini Rs.7.5 lakh (INR 0.15-0.45 crore) *

Initial 10% (INR 0.50 crore & above) *

Management Fee 2% p.a. of the Committed Capital + applicable taxes;

1st year fee in advance and charged quarterly from 2nd year

Distribution of Returns

Operating ExpenditureOPEX charged to the Fund on actual basis and capped at 0.30% p.a. of Committed Capital.

Besides, a fixed sum of INR 200,000 p.a. charged to the Fund towards Trusteeship Fee

Upfront Load (one-time)

Performance Linked Fee

* Commitments will be accepted in increments of INR 5 Lakh up to INR 50 lakh; and in increments of INR 25 lakh thereafter



Innovation themed Investments in Sunrise SectorsLifestyle, Lifeskills & Education, Lifecare and Applied Technologies

Innovation themed

investments in sunrise

sectors poised to deliver

22% revenue CAGR

till 2015

Lifestyle20% CAGR

to 2015

Lifeskills &

Education22% CAGR

to 2015

Lifecare25% CAGR

to 2015

Applied

Technologies25% CAGR

to 2015

Wellness & Beauty

Media, Entertainment & Leisure

Education Delivery Channels

Learning Solutions

R&D, CRAMS

Specialty Devices

Specialty Care

Pharma Retail

Value Added Processed Foods

Cleantech

Mobile VAS

Intellectual Property applications

Automation



Selecting innovation themed Sunrise SectorsGenerating superior IRR by targeting exceptional early growth stories

Overweight on sectors with the following characteristics:

Growing annually @20% plus, i.e. 2.5x-3x GDP growth in India

Driven by aspirations of the prospering mass population to improve overall quality of life

Supported by the benefits of higher disposable incomes and improving infrastructure

Have a higher percentage of passionate and visionary professional management

Have currently a relatively lower share of wallet and limited number of organized vendors

Proprietary deal flow

Based on the Investment team‟s extensive business network in overweight sectors: 60 high quality

early stage proposals received over the last 12 months, a large proportion through direct networks

Experienced investment team to complement disruptive business models and

visionary managements by:

Providing proactive inputs on macro strategy, operations and business development areas

Ensuring focused execution of business plans by aligning people, process and technology

Maximizing Fund IRR through timing and selection of appropriate mode from multiple exit options



Investment Super ThemeInnovation in sunrise sectors

Globally, cutting-edge innovation focuses on delivering the following objectives:

– Improving quality of lifecare

– Improving quality of lifestyle

– Improving skills

– Improving the environment and obtaining sustainable sources of energy

In India, c. INR 610,000 crores market in above sectors is set to grow at > 20% p.a. till 2015

and fulfill ALL the selection criteria

Applied

Technologies,INR 153,000 cr

Lifeskills &

Education, INR 70,900 cr

Lifestyle, INR

232,800 cr

Lifecare, INR 39,500 cr

25%22%

20%

25%

Applied Technologies

Lifeskills & Education

Lifestyle Lifecare

CAGR till 2015



Investment RationaleEarly exposure to innovation in sunrise areas potentially yields exceptional returns

INR 100 invested in a mobile network provider in 1998

yielded INR 640 for its venture capital investor in 2005

INR 100 invested in a fast food chain in 2009 yielded

INR 880 in 2010 for its venture capital investor

• Illustrations demonstrating historical evidence for success of similar investment strategy

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Practice Leadership

Bharat is the youngest CEO at the Aditya Birla Group and is founder of Aditya Birla Private Equity

Over 20 year of strategy, principal investing, M&A, post-merger integration, capital markets & CXO-level experience.As Founding CEO, he led the initiative to set ABPE practice, build the team and raise $200m in its maiden domesticfund in trying environment of 2009. In his earlier role as Head of Group Finance at the Aditya Birla Group, he playeda pivotal role in expanding the Group through complex M&A and organic means. Earlier he worked with the IndianJV of J P Morgan with ICICI, where he was responsible for primary capital markets and corporate advisory, leadingPSU practice. He is Fellow Chartered Accountant, Cost Accountant, Company Secretary and Bachelor of Commerce

Career highlights Formation of India’s 5

thlargest mobile company, Idea Cellular, through merger of Birla AT&T and Tata,

acquiring RPG Cell and Escotel, providing exit to JV Partners Tata and Cingular, US $ 1 billion sale pre-IPOand US$ 550 million IPO, creating a US$ 5 billion company and creating 2.5x value in less than 2 years

Creation of India’s largest $7 billion cement company by acquiring L&T Cement in a complex deal, re-branding and consolidation of L&T Cement with Grasim Cement to form UltraTech Cement

Establishing $6 billion non-ferrous giant Hindalco by merging Birla Copper & INDAL with Hindalco andraising finance in excess of $2 billion in innovative structures

Formation of US$ 2 billion Aditya Birla Nuvo by merging Indian Rayon, Fertilizer & Financial Services

Private Equity investments into Anupam Industries, a leading material handling equipment player, into CARE,the second largest credit rating agency in India, into V-Mart Retail, the fastest growing value retail store chain inNorth & West India; and into BSE, India‟s premier stock exchange

Active member of Indian Angel Network, Mentor Square & expert panel of “Hottest Startups (NEN)”,mentoring entrepreneurs. A Member of National Committee on Capital Markets, Confederation of Indian Industry(CII). He is a member of the Boards at a leading materials handling equipment company and a fast growingapparel company, He is also on the Advisory Councils of an upcoming healthcare solutions company and aunique social media platform.

Accolades: Recipient of “Professional Achiever – Finance Sector” Award from ICAI, 2008

Publications: Writes his column „Bankanomics‟ in Network 18 business magazine „The Entrepreneur‟ and hadco-authored book on „Project Finance‟ for the ICAI

Bharat Banka



Over 18 years of experience in entrepreneurship,equity research, principal investing and consultingwith firms like Accenture, Bank of America & DLJ, inIndia & Europe. He was previously partner withcorporate finance firm Europa Partners LLP in Londonand combines deep operational, entrepreneurial andcorporate finance backgrounds with senior levelexperience working alongside international privateequity firms. Shamik also made successful principalinvestments in early stage ventures and holds aMasters in Finance from the London Business School– UK, an MBA from XLRI - Jamshedpur, India and aBachelors in Science with Honors in Physics from theUniversity of Delhi.

Key Senior Team Members

Over 22 years of experience in private equity,business strategy, entrepreneurship andmanagement consultancy; of which the last 12were spent leading Indian private equity firm IIML,sponsored by IL&FS, large Indian financial house.Has an in-depth understanding of the full life-cycleof private equity investment management acrossdiverse sectors and an exceptional track record ofmanaging growth investments through to exit,often guiding portfolio companies throughdirectorship to the board. He is a CharteredAccountant from the ICAI and a Bachelor inCommerce from the University of Mumbai.

Over 14 years of experience in private equity

advisory and consulting in India and the US.

Was formerly an Associate Partner with the global

management consulting firm Kurt Salmon

Associates, where he jointly led development of

their practice in India. Brings a strong background

in strategic consulting for leading global and Indian

lifestyle and consumer-facing companies. Holds a

Master‟s degree in Engineering and Management,

and a Bachelor‟s degree in Industrial and Systems

Engineering, both from Stanford University.

Rahul Shah

Investment Director

Shamik Moitra

General Principal

Mehul Maroo

General Principal

Over 25 years of varied experience in accounting,financial control, tax management & operationalrisk control, legal and compliance, and optimizationof IT and administration resources; of which the last 16in the financial services industry, with firms like UBSand ABN AMRO Equities. Has extensive experience indirecting Finance & Accounting, treasury and riskmanagement functions for financial institutions.Sandeep is a Chartered Accountant from the ICAI andholds a Bachelor of Commerce degree from theUniversity of Mumbai.

Sandeep Bhat

CFO and

Head of

Compliance



Successful Track Record of Generating Superior IRR11 exits with an average 58% annual IRR, in the past careers of the team

Sunrise sectors: Team competence

- Build on the Sponsors‟ 100+ years operating

experience and reach in Education (schools)

and Healthcare (hospitals)

Sunrise sectors: Build on group‟s reach

- 11 exits with 58% IRR p.a. underline

senior team members proven credentials

in overweight sectors

- Investing track record from start up to exit

- Direct entrepreneurial experience

- Largely proprietary deal origination with 60+

deals already evaluated for the sunrise fund

Company Name Sector/Business

Total Cash

Outflow

Total Cash

Inflow incl.

Div IRR

Manner of

Divestment

(US$ mn) (US$ mn) (%)

TECHNOLOGY

Mro-Tek Ltd Internet Access Products 0.5 1.0 31.5 IPO

Future SoftwareTelecom Software - Telecom

2.0 6.2 91.0 Strategic Sale

Equipment Vendors

Sasken Communication

Technologies Ltd Telecom Software - Telecom3.8 7.0 64.3 IPO

Equipment Vendors

Active Hotels LtdInternet software - Online

hotel reservation system7.0 62.0 72.5 Strategic Sale

CONSUMER

Shoppers Stop Ltd Retailing 3.4 12.6 23.4 IPO

Godrej Beverages & Foods Consumer Goods 24.8 38 53.6 Strategic Sale

Far Pavilions Tours and Travels

Pvt Ltd

Leisure, Hotels and Travel

Services3.0 5.5 34.0 Strategic Sale

Indian August Tours & Travels

Pvt Ltd

Leisure, Hotels and Travel

Services2.4 14.0 140.0 Strategic Sale

ITES

Secova eServices Ltd BPO 2.0 3 19.3 Trade Sale

MEDIA & ENTERTAINMENT

Indiagames Ltd Gaming 0.3 4.7 71.9 Strategic Sale

DQ Entertainment LTd Media-- 2D & 3D Animation 1.0 3.3 33.7

IPO ON AIM

Ex.

57.7Average IRR (%)

Data depicted in the table above pertain to the experience of individual team members prior to joining Aditya Birla Private Equity



Performance of maiden ABPE – Fund IMarquee investments made by ABPE in the previous Fund

Size of

Investment

(INR Crs)

Duration of

InvestmentExit Route

Anupam

Industries

India's leading manufacturer of EOT cranes;

now has a technical collaboration with Mitsubishi

Heavy Industries. Anupam has a

demonstrated track record of profitable

growth and has a solid order book and

prospects.

50 3 -4 years

Public issue

or sale to 3rd

party

CARE

Promoted by major banks and financial

institutions, CARE is India's second largest

credit analysis and research institution.

Formed in 1993, CARE specializes in

providing credit rating and grading services

across sectors and in line with best

internationally accepted practices.

65 3 years

Public issue

or sale to 3rd

party

Bombay Stock

Exchange

India's oldest and second largest stock

exchange. Following changes in leadership

and a dynamic program of business growth,

the company is poised to improve its

market share and consolidate its historical

strengths

21 3 years

Public issue

or sale to 3rd

party

Company Description



Deal Flow for ABPE – Sunrise FundIllustrative Transactions (*eventual deals by Fund might differ from these)

Duration of Investment

Exit Route

Lifeskills and

Education

An Education Technology company

The company delivers interactive whiteboard based learning solutions for the K12 segment. It has an extensive library of lessons and audio visual tools across all subjects. It has been growing at a high double digit rate and is poised to accelerate further

3-4 years Sale to 3rd party

A Private Professional University

The company runs a private university focused on higher education in professional disciplines such as engineering, medicine and management. It is looking to expand into new regions within India

3 yearsPublic issue or sale to 3rd party

LifecareA Specialty Critical Care Company

The company delivers diagnosis and technology intensive care for critical illnesses. It has an asset light model based on acquiring outsourced departments within existing, successful regional hospitals across the country. Its poised for rapid growth based on new partnerships and outsourcing arrangements.

3-4 years Sale to 3rd party

A chain of regional general hospitals

The company runs a successful chain of hospitals in its region and is looking to expand into new geographies. It has tied up with reputed international private hospitals for technology and cutting edge care practices

3-4 yearsPublic issue or sale to 3rd party

Theme Company Description



Deal Flow for ABPE – Sunrise FundIllustrative Transactions (*eventual deals by Fund might differ from these)

Duration of Investment

Exit Route

LifestyleA chain of business

and family hotels

The company operated medium to luxury

branded hotels under management contract

as well as self owned properties. It is looking

to expand further in fast growing tier 2

business centres

3 yearsPublic issue or

sale to 3rd party

A company

managing a portfolio

of brands

The company specializes in managing a chain

of EBOs for a portfolio of brands. It is looking

to expand its footprint in new regions

3 yearsPublic issue or

sale to 3rd party

Applied

Technology

A global travel

search engine

provider

The company has a powerful IP based

aggregation tool which connects hotels and

transport companies with travelers through

a community search engine. It has already

acquired a significant market share and is

rapidly expanding its global footprint

3 years Sale to 3rd party

Theme Company Description



Risks associated with the Fund and Mitigation

Risks

- With a good probability of high IRR, there is an equal risk of losing entire investment in some of the portfolio companies

- The overall portfolio and underlying investments will remain largely illiquid till the eventual exit

- The prospects of an IPO of portfolio companies in this Fund are likely to be more muted compared with late-stage investments

- With the focus on disruptive business models, investments may be with first-time unproven entrepreneurs/ management

besides products/ offerings of portfolio companies might have muted precedents of success

- Investment exits in specific cases may exceed 3 years with an extended holding period

- Limited prospects of negotiating collateral securities to securitize against capital loss

- Investors must seek expert advise from competent advisors on percentage of their Net Worth to be allocated to this Fund

Mitigation

- The Fund expects to be diversified and balanced across a judicious mix of early stage assets across overweight sectors

⁻ Investment team‟s track record of investing and entrepreneurial experience may:

• Help filling the management gaps while keeping the promoters on track to achieving business milestones

• Help mentoring the portfolio companies to retain focus to achieve profitability and scales of operation

• Keep an eye on timing and selecting an appropriate mode of exit out of multiple options



Key Contacts

Website: www.adityabirla-pe.com

Aditya Birla Capital Advisors Private LimitedOne Indiabulls Centre, Tower 1, Level 18, Senapati Bapat Marg, Mumbai 400013, India

1110v1.0

Cautionary Statement

This „Presentation‟ is for informational purposes only and does not constitute an offer to sell the shares of Aditya Birla Capital Advisors Private Limited (the “Company”) or an offer to

participate in the funds proposed to be managed by it. This information profile has been provided to its recipient upon the express understanding that the information contained herein, or

made available in connection with any further investigation, is strictly confidential and is intended for the exclusive use of its recipient. It shall not be photocopied, reproduced or distributed

to others at any time. This document is neither a prospectus nor an invitation to subscribe to the shares of the Company. Nothing in this document is intended to constitute legal, tax,

securities or investment advice, or opinion regarding the appropriateness of any investment, or a solicitation for any product or service. The information herein is subject to change without

notice.

Statements in this „Presentation‟ describing the Company‟s objectives, projections, estimates, expectations or predictions may be “forward looking statements” within the meaning of the

applicable securities laws and regulations. Actual results could differ materially from those expressed or implied in this „Presentation‟. Important factors that could make a difference to the

Company‟s operations include global and Indian demand-supply conditions, finished goods prices, feed stock availability and prices, cyclical demand and pricing in the Company‟s

principal markets, changes in Government regulations, tax regimes, economic developments within India and the countries within which the Company conducts business and other factors

such as litigation and labour negotiations The information including facts and figures have been derived from public sources and should be relied upon by the reader at his or her own risk

and the Company, its directors or officers assume no responsibility, expressed or implied, for the completeness or accuracy of the information contained or views expressed herein or for

any direct or consequential loss arising from any use of this publication or its contents.

Mr. Rahul Shah Mr. Shamik Moitra Mr. Sandeep Bhat

Investment Director General Principal Chief Finance & Compliance Officer

Tel: +91-22-4356-7403 Tel: +91-22-4356-7404 Tel: +91-22-4356-7401

Mob: +91 97022 88252 Mob: +91 97020 47383

[email protected] [email protected] [email protected]

Sunrise Fund Pitchbook 1110v1

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