Indian PE Advisor

Slide 1: 

Orion Equity Advisors Private Limited

Orion Company Profile : 

Orion Company Profile 2

Services offered : 

Services offered Orion provides end-to-end solutions to clients across the following verticals Incubation Services Fund Raising from VC / PE Investors Preparation of Business plan for your venture Assistance in business incorporation, Company Incorporation, Financial Accounting and Legal Services outsourcing through our channel partners Identification of Legal obstacles & offering solutions Fund raising from angel investors Pre-Project and Project implementation logistics arrangements Industry, market & company analysis Analysis of the Funding requirements Financial modeling and valuation Preparation of information memorandum & presentations Showcasing to selected potential investors & short-listing investors Negotiation of commercial terms Assistance in due diligence Deal closure Mergers & Acquisitions Advisory Target / Acquirer Identification Preparation of profiling documents Acquisition / sale / merger strategy Financial Modeling & Deal structuring Negotiation of commercial terms Integration and post-acquisition services Due diligence (financial, operational, valuation) Strategic Advisory Services Industry Research Market entry strategies for foreign companies Corporate restructurings of distressed companies Arranging strategic business alliances 3

Scope of Services – Private Equity Funding & M&A : 

Scope of Services – Private Equity Funding & M&A Orion provides assistance to its clients to help them access Venture Capital / Private Equity funding or finding potential partners - essentially by taking them through the following steps: Preparation of Profiling Documents Short-listing of Potential Investor (s) / Partner (s) Assisting clients crystallize the optimum “funding requirement” and deciding on the most suitable funding and presentation strategy to investors Industry analysis, industry positioning, market mapping, financial modeling based on outlook scenarios Crystallization of optimum Corporate Valuation based on various methodologies Investment Teasers and detailed Information Memorandum for presentation to potential investors. Identifying the right (potential) investors / partners for the client after ascertaining the criteria Positioning through initial investor discussions and subsequent client meetings Advising the client in creating a shortlist of potential investors/partners Initiation of discussion with shortlisted companies to evince interest in pursuing a transaction Facilitating meeting with shortlisted companies Negotiating the commercial terms Analyzing the various offers which are received Creating valuation and structuring models Preparing the term sheets Negotiating with potential investors / companies Closing the transactions to the clients satisfaction Due Diligence & Closure Assisting clients in navigating the due diligence process Negotiating the final definitive agreements with the potential investors Reaching closure on the deal. 4

Slide 5: 

Prakash Karnik – Founder Director Past Experience Immediately prior to setting up Orion, Prakash was the Managing Director responsible for fund investment with the IDFC Private Equity Company Ltd (IDFC PE) - India’s largest infrastructure focused Private Equity Fund with a size of US$ 1.3 billion - from Jan’ 2006 to Jun’ 2008.   At IDFC PE, he had overall responsibility for the investment activities of the funds managed by the company in the Indian infrastructure sector. He was also the Principal Officer for investments in 10 (ten) transactions amounting to US$ 780 million and 2 (two) divestitures. He was an Investment Committee member of the fund as well as director of several investee companies. Between 1996 and 2003, Prakash was the India Managing Partner with Electra Partners (a subsidiary of Electra Investment Trust, UK), CDPQ (a Canadian Pension Fund) and Baring Private Equity Fund where he led some marquee investments in various industries across the manufacturing and services sectors. Prakash was responsible for primary market investments of the Unit Trust of India (UTI) (from 1985-1996) – then India's largest Asset Management Company/Mutual Fund, where he was responsible for setting up the primary market investments division, building up a portfolio of quoted and unquoted equity and debt positions primarily through direct negotiation and structuring with Indian companies in all sectors and sizes. Prakash left UTI as General Manager and head of the Primary Markets Division in 1996 to set up the India desk of Electra Partners (UK) in Mumbai. At UTI, Prakash contributed immensely to the setting up of India’s first Venture Capital Fund under the auspices of TDICI, a joint venture between ICICI Bank and UTI. TDICI later became ICICI Ventures. Prakash also led the “Fund of Funds” activity at UTI. In addition, he also led UTI’s participation in large-scale divestitures of PSU companies by the Government of India. Prakash is a Member on the Listing Advisory Committee of the National Stock Exchange of India and an Independent Director on the board of Moser Baer India Limited - one of India's most successful and fastest growing “global scale” manufacturing companies in the mid 1990s. 5

Slide 6: 

Prakash Karnik (Past Deal Chronology) Prakash has executed some of the most marquee private equity investments in India - some of which include: Moser Baer Photovoltaic – India’s first and largest company manufacturing solar cells, modules and panels. Doshion Ltd - A company providing water purification plants, water, effluents & sewage treatment and management services. Doshion has a strategic investment by Veolia, a global major. Ashoka Buildcon Ltd – an Infrastructure management company into development of highways and expressways on a BOOT basis. Delhi Assam Roadways Ltd - One of the largest logistics/road transportation companies in India. Health Care Global – One of India’s first chain of private clinics providing best-in-class “Oncology Treatment” with a pan-India presence. Moser Baer India Ltd – The first external institutional PE investor in the company. Assisted in converting the company into a world class manufacturer. Still serves as an Independent Director on the Board of Moser Baer. Zensar Technologies Ltd – A leading software-services company. L&T Infrastructure Ltd– An infrastructure investment subsidiary of Larsen & Toubro Limited (one of India’s largest and most respected Technology, Engineering, Construction and Manufacturing companies). Prakash has earlier, been a nominee director of prominent Indian companies such as British Aerospace-HAL, Mangalam Cements, Kalyani Steels, Automobile Corporation of Goa, Meghmani Organics, Healthcare Global Enterprises, Ashoka Buildcon, Delhi Assam Roadways Corporation, Zensar Technologies, Electra Partners Asia Private Ltd and Moser Baer India Ltd. Prakash has recently been appointed as an Independent Director on the Board of Union KBC Asset Management Co. Pvt Ltd (a JV between Belgium’s KBC group (a leading integrated bancassurance and asset management group in Belgium and Central & Eastern Europe) and Union Bank of India (one of the leading - Government of India owned banks). Graduated as a Bachelor of Technology (B.Tech) in Chemical Engineering from the Indian Institute of Technology, Chennai, India. Prakash also has Diplomas in Financial Management and Systems Management from Bombay University. 6

Slide 7: 

Harish Prabhu – Founder Director Past Experience Global Banking professional with over 20 years of diverse experience – in Investment Banking, Corporate/Project Finance, Commercial/Institutional Banking, Private Equity investing and Securities Broking with global European, North American and Middle Eastern banks with a strong business development and execution focus. Immediately prior to founding Orion, was the Country Head & CEO of the Indian operations of Mashreq (UAE’s largest private sector bank), - from Feb’2006 to Sep’2008. Co-founded NMT Financial Services, New York (working with private equity/venture capital firms interested in the global remittance/payments industry for a South Asia strategy rollout through a management buy-in) – from Oct’2003 to Dec’2005. Country Head and CEO of the Indian operations of TAIB Bank, Bahrain (part of Dubai Financial Group - the financial holding company of Dubai Group & a member of Dubai Holding - Dubai’s sovereign investment vehicle), wherein responsibilities included Private Equity investing, Equities Brokerage, Investment Banking and Wealth Management - from Nov’2001 to Sept’2003. Handled various assignments for JP Morgan Chase Bank, South Asia for 11 years (rising from Credit & Marketing Officer to Vice-President). Built various business lines from start-up to maturity phase - including Investment Banking, Corporate Finance, Project Finance and M&A Advisory, Global Cash Management, Correspondent Banking/Financial Institutions and Treasury/International Trade Services - from Apr’1991 to Nov’2001. Initiated Banking career with Credit Agricole Indosuez, India operations as an International Banking officer, responsible for Banking operations across Treasury, Corporate Banking, Cash & Trade, Credit, Loans Administration – from Jan’1990 to Mar’1991. 7

Slide 8: 

Harish Prabhu (Past Deal Chronology) Has executed some of the most innovative fund-raising and financial advisory transactions including: ICICI Bank Ltd – US$ 500 million credit wrapped US Commercial Paper facility Tata Power Company Ltd – US$ 300 million Eurobond issue (144A Private Placement) Nagarjuna Power Corporation Ltd – Project Finance advisory for a US$ 1.2 billion, green-field 1,000 Megawatt Thermal (imported coal-fired) Power Project, promoted by the Nagarjuna group Hinduja National Power Company Ltd – Project Finance advisory for a “Government of India” counter-guaranteed, US$ 1.2 billion, green-field 1,040 MW Thermal (domestic coal fired) Power Project, promoted by National Power of UK and Hinduja group APTransco (Andhra Pradesh state owned utility company) – Privatization Advisory representing the World Bank and DFID for privatization of Andhra Pradesh State Electricity Distribution Assets Escotel Mobile Communications Ltd – US$ 120 million “Project Debt” Restructuring Advisory Air Lanka – Privatization Advisory of Sri Lanka’s national airline, involving working on behalf of Public Enterprises Reform Commission of the Government of Sri Lanka. Responsibilities at JPMorgan Chase – included handling “Senior Client Relationship Coverage for South Asia” – covering large Indian domestic corporate houses, Global MNCs, all South Asian Banks (Public/Private sector and Foreign banks), Financial Institutions and Government relationships including all Central Banks in Bangladesh, Sri Lanka, Nepal, Bhutan, Maldives, Afghanistan & Mauritius. Product/Service coverage responsibilities at JPMorgan Chase - included structured Corporate & Trade finance (including global Debt Capital Markets), Credit & Lending, Remittances/Currency Clearing, Treasury/Cash management and Investment Banking (M&A/Fund-Raising) and Project Finance Advisory. Responsibilities at TAIB – included Investment Banking, Private Equity investing, Broking & Wealth Management in India. Responsibilities at Mashreq – included commercial and institutional banking for Mashreq’s Indian operations. Graduated as a Bachelor of Science (BSc) Chemistry major & MBA (Finance) from University of Mumbai, India. 8

Slide 9: 

Shripad Gumaste – Consulting Partner Past Experience Independent investment banking professional having diverse professional experience of over 20 years, which includes core technical experience, venture capital/private equity investments, M&A and company building background. Independently executed buy-out transactions (investments of US$ 15 million and US$ 5 million respectively) right from identification of opportunity to transaction closure (2007-2009). Independently conducted select “Business & Techno-Commercial Due Diligence Assignments” for a US based buy-out fund wherein investments targeted were US$ 25 million and US$ 100 million respectively (2008-2009). Active in the Indian VC/PE investments space and worked with the asset management company floated by IL&FS Limited one of India’s leading financial institution (1994-2003). During his tenure at IL&FS - was part of the team that raised a domestic fund (about `. 500 million) from domestic institutional investors and an offshore fund (US$ 140 million) with the help of leading US Finance Companies. Was responsible for the entire spectrum of VC/PE investments i.e.; investing, monitoring & divestments and was also appointed as a nominee Director on a few investee companies on behalf of the fund. Graduated as Bachelors in Chemical Engineering (B.Chem) and also holds a Post Graduate Masters in Chemical Engineering (M.Chem) from the University Institute of Chemical Technology - University of Mumbai, India. Shripad also holds a Diploma in Business Finance awarded by ICFAI University, Hyderabad, India 9

Slide 10: 

Gautam Shanbhag – Associate Director Past Experience Finance professional having experience of 7 years in investment banking, consulting and business improvement and development of risk products. Worked in the New Product Group (NPG) at Dun & Bradstreet India from Sep’06 to Dec’08 developing new risk products and General Business Consulting directed as business & process improvement. Developed Sectoral Risk Outlook (SRO) for D&B India. Part of the team from Stern Stewart & Co. that implemented Economic Value Added (EVA) business improvement process at the Birla Group and Tata Group (TISCO & TCS). In Wockhardt Group developed comprehensive performance evaluation model, conducted pipeline valuation and implemented EVA. Was involved in developing option pricing model for Godrej Industries Ltd. as part of Stern Stewart. Involved in raising funds through debt & equity syndication transactions in the auto ancillary, real estate sector and consumer durables sectors of approximately r 5 billion. Graduated as a Bachelor of Business Administration (BBA) in Finance & Investments from Baruch College – City University of New York, US and a Post Graduate Diploma of Business Administration (PGDBA) from SIES College of Management Studies (University of Mumbai). 10

Slide 11: 

11 Past Experience: Professional with 5 years of experience in investment banking, investment management and consulting for a range of sectors including Media/Entertainment, IT, Power, Water infrastructure, Apparel, and Agro-chemicals. From July 2008 to April 2009 - was part of the investment management team for a micro-venture capital fund based in India. Evaluated investment opportunities in water infrastructure, sanitation and alternative healthcare services sectors. Gained experience in conducting business due-diligence and assessing project viability. From May 2006 to June 2008 – worked for a boutique investment bank. Was involved in the execution of equity and equity-linked fund raising transactions. Experience in financial modeling, Company analysis, valuation and due diligence. From Mar 2005 to April 2006 - worked with Ernst & Young in the Business Advisory Services division. Assignments were in the areas of cost rationalization, financial risk management and project management. Graduated with a B.Tech in Electrical and Electronics Engineering from Pondicherry Engineering College and an MBA from NITIE, Mumbai with a specialization in Finance. Vijay T.M – Associate Director

Slide 12: 

Pradeep Mohile – Consulting Partner (UK) Past Experience Independent professional having a diverse professional experience of more than 20 years. Specializes in cross-border business, where his problem solving, negotiation and sales skills help clients to secure favorable strategic deals. Services provided include sourcing funding, identify strategic targets for investment, partnership or takeovers, investigating and report on management, support clients from deal proposition to negotiation to contract execution and representing client interests in UK and W. Europe Has experience in a variety of functions including operations, MIS and finance. The multinationals he has worked for or done major projects for are Digital Equipment Co UK ltd (DEC), Hewlett Packard ltd, Acer Computer gmbh and NET Europe ltd. In addition, Pradeep has also worked in the oil & gas industry with Conoco UK ltd in both upstream and downstream operations. In addition Pradeep is an entrepreneur, having started a telecoms distribution business and a property business in the UK. Currently he serves as a non-executive director, business advisor and mentor . Some assignments include helping a UK software company establish joint venture in India, assisting a UK foods company to obtain equity funding from India, appointed hi-tech distributor in India to grow business and solving a critical problem for a UK building society. Graduated as a Mechanical Engineer from UK. In addition Pradeep is a Chartered Accountant. 12

Slide 13: 

“Danetree Associates” is a boutique strategic counsel firm based in London, offering four service lines - Strategic counsel (including Board support, Investor readiness, Contract negotiation and development), Market entry (UK, India, Hong Kong and Australia), Client extension (and business development) and human capital solutions (project led headhunting). Danetree also engages in public speaking and client development programmes. Danetrees’ clients include professional service firms, SME’s, large nationals in the UK and other core markets where Danetrees’ team have connectivity. Danetree works with clients to seize new opportunities or reposition to take advantage of market development or manage competitive threats. Danetree is founded and led by Dawn Stallwood, who has had a prior distinguished career in the legal profession as a commercial partner in a large UK law firm responsible including Asia/Asia-Pacific liaison activities (client support and business generation) and with prior career with an Aviation multinational. Dawn draws on her legal experience to inform the client work, Danetree undertakes. Sector focus: Travel, Hospitality, Leisure and Aviation; Franchising; Social Media; Digital Media & Publishing - healthcare; Law Firms; Healthcare supply chain; Technology - service providers. Dawn has worked on M&A, MBO’s, Private Equity investments, international supply chains, franchise modelling, JVs, branch creation and market entry tactics, technology deals and revenue documentation. Dawn speaks regularly in the UK, India and overseas on numerous issues and is passionate about the India dimension. Within India, Dawn has build relationships with some of the largest corporates. Ms. Stallwood graduated with a 2.1 Honours in Law from Kingston University in the mid 1990’s and a Masters (distinction) from the Guildford College of Law and is also a fully qualified notary public. 13

Slide 14: 

Keys to a Successful Transaction Selecting a niche firm with an experienced and senior team with diverse skill-sets and proven credentials is critical; It is imperative that the firm: Ensures that the process is run correctly and efficiently Knows a lot of the key people in India, understand boards and stakeholders Should have relationships with key decision makers, influencers and gatekeepers in most of the deals thus yielding superior negotiating strength Have a deeper knowledge and understanding of “transaction values” and “market terms” Companies hire Orion because: Orion provides Independent non – conflicted advice Orion understands the “investor-oriented” culture 14 Orion’s franchise value cuts through the noise of the advisors market in India

The Orion Advantage : 

The Orion Advantage Strong Commitment to Top Quality client service The Advantage Thorough understanding of the Indian & International markets Team with a strong background & experience in Investing and Advisory Strong network of Global & Local Relationships 15

Selected Transactions – Growth Capital Fund Raising : 

Selected Transactions – Growth Capital Fund Raising 16

Selected Transactions – Valuation/M&A Advisory : 

Selected Transactions – Valuation/M&A Advisory 17

Slide 18: 

Contact Details Prakash Karnik Director Mobile: +91 9820020501 Email: prakash.karnik@orioncapital.co.in Harish Prabhu Director Mobile: +91 9820035463 Email: harish.prabhu@orioncapital.co.in Gautam Shanbhag Associate Director Mobile: +91 9820224262 Email: gautam.shanbhag@orioncapital.co.in Mumbai 1st Floor, Irani Building,Dr. Babasaheb Ambedkar MargDadar (East), Mumbai - 400014 INDIA Contact: + 91 (22) 24170390/91 Website: http://orioncapital.co.in Vijay T.M Associate Director Mobile: +91 9820056442 Email: vijay.tm@orioncapital.co.in 18 Pune "Shubashree", 26 Sant Sopandeo Society Santnagar, Pune - 411 009 INDIA Contact: + 91 9820224262