Proposal for Corporate Consulting

This document is being submitted for the purposes of describing Franchise India’s qualifications. In order to describe its capabilities, Franchise India has disclosed certain proprietary and other sensitive information. In consideration of receiving the disclosures, we request the company to treat this document as confidential material. The information in this document and any oral presentations made by Franchise India contains trade secrets and confidential and proprietary information of Franchise India, the disclosure of which would provide substantial benefit to competitors. As a result, this proposal document should not be disclosed, used or duplicated-in whole or in part-for any purpose other than the company valuating Franchise India for the purpose of awarding a contractor assignment.

If an engagement is awarded to Franchise India, the right of the company to duplicate, use or disclose the information in this document will be to the extent authorized in the resulting formal agreement between Franchise India and the Company. If an engagement is not awarded to Franchise India, this document and any duplicate copy there of should be returned to Franchise India, or destroyed.

Family Businesses Industrial Houses

Conventional Businesses Export Houses...ARE SUFFERING????

R&R

...an Export House ...a HNIs

...into Family Business

...into Conventional Business

...an Industrial House

...an International Company

ARE YOU…

What Franchise India can do for you?

...in Starting a New Economy Businesses...in Diversification

...Finding out International Group for Tie-ups (through Technology Partner, Master Franchise, JV Partner)

...in International Licencing

This is the Right Time to Grow your Business...as others have done so far !!

Success Stories: New Economy Business

In the modern world, the question of professionalization and professionals is one that almost every Indian family business has asked itself after reaching a pivot point in its life cycle. India’s fourth largest FMCG major “The Dabur Group” did. And importantly, answered it correctly. The Burman Family, which owns Dabur Ltd. (consumer goods company), has is a good example of a family company that segregated management from ownership. It has a separate Family Committee that provides the vision and direction, but the day-to-day management rests with the professionals. The family has a formal structure for communicating with management.

The objective of entrusting all the new businesses of Hindustan Unilever Limited (HLL) under one senior head was to incubate, nurture and grow each of these businesses to a level which can then be integrated into the mainstream businesses for greater synergy. This was the part of their strategic intent vis-a-vis HLL has now appropriately aligned these businesses. This integration is a continuation of their overall effort to simplify the organisational structure and to bring the scale and might of one HLL into the marketplace.

Success Stories: Diversification

It was in the mid-1920s that Laxmanrao Kirloskar started manufacturing world class diesel engines for the first time in India. Sticking largely to engineering related products, it has grown over the next three generations. A majority of its revenue comes from its core businesses of castings and forgings, pumps, engines, electric motors, power equipment, and compressors. The Kirloskar Group is India's largest multi-product and diversified engineering group with sales exceeding $2.5 billion in FY12. The Kirloskar group operate in the specialised areas of power, water, air and gas solutions, grey iron casting and metal processing. The company exports to over 70 countries over most of Africa, Southeast Asia and Europe.

Started in 1879 is a textile company by Nowrosjee Wadia, this diversified group has registered a turnover of Rs 13,772 crore in FY12. The Wadia group now consists of three independently listed companies on the Bombay Stock Exchange (BSE). These include Bombay Dyeing (The textile flagship of India); Bombay Realty (Handles the land management and development of Wadia Group land owning); Britannia Industries (A company that sells Britannia and Tiger brands of biscuit); and Go Air (A low cost airline operating from Mumbai).

Into the fourth generation, the Godrej group is over a century old, having started by Ardeshir Godrej to make locks. The three generations that built the group added several products to the portfolio. From locks in 1887, to soaps in 1918 and refrigerators in 1958, the group has steadily grown over the years. With 7 major companies with interests in real estate, FMCG, industrial engineering, appliances, furniture, security and agri care – to name a few – the turnover of Godrej Group crosses 3.3 billion dollars in FY12.

Success Stories: International Group for Tie-ups

Bharti Enterprises is an Indian business conglomerate headquartered in New Delhi. It was founded in 1976 by Sunil Bharti Mittal and it operates in 20 countries across Asia and Africa. Bharti Enterprises owns various businesses spanning across telecommunications, retail, financial services and manufacturing. The company started with manufacturing bicycles before diversifying into various sectors. It entered into telecommunications industry in 1995. Bharti is present in various sectors with the largest revenue contribution coming from telecom industry.

Bharti Airtel Ltd. is the third largest mobile operator in the world, in terms of subscriber base, and has a presence in 20 countries. The company is India’s largest integrated telecom company in terms of customer base and offers mobile, fixed line, broadband, IPTV, DTH and enterprise services.

Bharti AXA is a joint venture between Bharti Enterprises and AXA, world leader in financial protection and wealth management. They offer a range of life insurance and wealth management products.

FieldFresh Foods is a joint venture between Bharti Enterprises and DMPL India Ltd. (a subsidiary of Del Monte Pacific Ltd.). The company offers fresh fruits & vegetables and processed foods & beverages in the domestic as well as international markets.

Bharti Enterprises tied-up with Walmart for opening a chain of retail stores all over India. The two companies, in August 2007, made a surprise statement that they have signed a wholesale cash-and-carry deal. The first Best Price Modern Wholesale opened in Amritsar in May 2009.

Success Stories: International Licencing

Arvind Mills, the flagship company of the Lalbhai Group, is a producer of composite manufacturer of textiles. Its headquarters is in Ahmedabad. It manufactures a range of cotton shirting, denim, knits and bottom weights (Khakis) fabrics. It is India's largest denim manufacturer apart from being world’s fourth-largest producer and exporter of denim. In the early 1980s, the company brought denim into the domestic market, thus started the jeans revolution in India. Today it not only retails its own brands like Flying Machine, Newport and Excalibur but also licensed international brands like Arrow, Lee, Wrangler and Tommy Hilfiger, through its nationwide retail network. Arvind also runs a value retail chain, Megamart, which stocks company brands.

P&G is one of the largest and amongst the fastest growing consumer goods companies in India. Established in 1964, P&G India now serves over 650 million consumers across India. Its presence pans across the Beauty & Grooming segment, the Household Care segment as well as the Health & Well Being segment, with trusted brands that are household names across India. These include Vicks, Ariel, Tide, Whisper, Olay, Gillette, Ambipur, Pampers, Pantene, Oral-B, Head & Shoulders, Wella and Duracell. Superior product propositions and technological innovations have enabled P&G to achieve market leadership in a majority of categories it is present in. P&G operates under three entities in India - two listed entities “Procter & Gamble Hygiene and Health Care Limited” and ‘Gillette India Limited’, as well as one 100% subsidiary of the parent company in the U.S. called ‘Procter & Gamble Home Products’.

How we do it...

Market dynamics and trends Industry growth rates (current)

& 5-year estimates Market Size Estimation Need & Demand Analysis Current Market Offerings &

Formats Market segmentation Market Share of Leading

players Growth projection & Drivers of

growth Competition Mapping

(Domestic & International), JVs 7Ps Analysis

Provide critical inputs in structuring of Deal with the Partners in Discussion

Get Involved in effective Negotiations representing the Interest of the Group

Bring benchmarks facts and figures in support of the Negotiation

Compliance & Legal Formalities

In-depth analysis to identify the most lucrative and high growth sectors

Detailed analysis in order to find out the industry, category and brands suitable for the client

Recommendation of brands based on the financial aspirations, operational capability, asset etc. and creating synergize between them

Creating Value Proposition for all the stake holders

Risk-Reward Analysis Sequencing meetings to

clarify doubts; if any

Advice regarding the selection of Partners

Shortlisting Partners based on selection criteria

Due diligence Business Plan &

Investment Scorecard

Introduction with filtered companies (Partners) and aligning of meetings

STAGE I: Market Opportunity Assessment

STAGE II: Identification, Evaluation & Recommendation

STAGE III: Partner Selection

STAGE IV: Deal Structuring

We follow a Four Phase stringent process to do this...

As your Corporate Consultant we would also...

How we do it...

Makes you aware of all business issues involved… Removes ambiguities… Minimizes your risks… Helps you make informed decisions … Lead you to success!

Value-Added Services

Confidentiality:

The information about the business model, operations, processes and other details would be kept confidential and

won’t be shared with any of our clients. Extra investigation and In-depth Analysis about the Brands & Sectors:

We would be helping the client in providing the information about current and past operations, their successes and

failures of various brands based on the field research performed by Franchise India. This information would be real-time

information, which might not be available on internet.

The Contract would be for a Period of 1 year

Franchise India would mobilize its engagement team to commence the assignment from the date of signing of the

engagement letter. Throughout the course of the engagement, Franchise India shall be in close discussions with the client

and keep them informed of the progress of the assignment work.

Engagement Fee for Corporate Consulting: INR 2,50,000* + taxesSuccess Fee: 3% of the Project Cost

Based on the scope of work, the consequent time that different team members would spend on the study and the seniority

of team members involved and also keeping in mind our abiding interest to foster a long-term relationship with you, we

propose the following fee structure.

*Note: All out of pocket expenses for the project team working on the project shall be borne by the client.

Post your feedback on the proposal shared and your confirmation, we shall send you a copy of the agreement & NDA. Signing of Agreement. Signing of NDA: Each member working on the project shall sign NDA and maintain confidentiality on all critical and

important information shared with us for the purpose of the assignment. Download Meeting with Key members / representatives from both the sides.

Way Forward

Franchise India has provided consulting, business development, marketing & recruitment expertise to the proprietors and

key management of hundreds of organizations throughout India and internationally, with a focus on improving profitability,

performance and accelerating growth. We believe our Client is well positioned to take advantage of their current

momentum and realize true growth potential in Indian as well as in International Market, through the structure and support

Franchise India can provide.

Conclusion

Franchise India: A Corporate Consulting Firm

The first company to introduce & develop franchising market in India Completely focussed on Franchise Ecosystem for last 16 years Serviced 1100+ brands across sectors covering 5 Continents A strong team of 700+ professionals with expertise in areas of Franchising 80,000 sq.ft of state-of-art office space across India Direct presence in 16 major cities of India The largest SME Media company in India

Why Franchise India !!

Privately held company with complete equity ownership with promoters One of the top 10 Management Consulting companies in India Largest B2B Exhibitor in India with shows being held over 80 cities in India Largest Indian B2B Advertiser in leading English dailies Largest network in service industry in India 95% of the total franchise fraternity refers to Franchise India before making a decision Media Presence: Over 500 articles on franchise & retail in external media in last year alone

Our Strengths

Franchise India

Franchise India Holdings Limited

(FIHL)

Franchise India Brands Limited

(FIBL)Francorp Bradford License

IndiaIndian Franchise Association (IFA)

Entrepreneur India

Franchise India Ecosystem

Marketing & Media

division of Franchise

India

Brokerage arm of

Franchise India

Franchising

Consulting division of Franchise

India

India's first complete licensing solution provider

India’s premier Industry

association

representing the

Franchise Sector

SME & Growth

Consulting division of Franchise

India

Franchise India is Asia’s largest integrated franchise solution company since 1999, and an absolute authority on franchising, licensing, retailing, real estate.

How can we help in each evolutionary stage?

Business Evaluation Matrix to recommend servicesRange of services

Stages of exercises/ actions to be followed

Proof of concept Franchising as expansion tool

Franchise Expansion

Capital raising

Issues: Control & check

measures

Plan initiation required

Business model development

Growth plan

Feasibility& Market opportunity assessment

Facility proposition/ Offering analysis/Format analysis

Franchise offerings/ Review and

recommendations

Media plans & actionsRoll out strategy and

franchisee marketing & Recruitment

Raising the external fund

Concept stage

Our complete range of services

Market Opportunity Assessment

Review and Recommendations

Advisory

Franchisee Auditing

Conceptualizing & Building up the Franchise Idea

Feasibility Analysis

Business Plan Preparation

Financial Modeling and Financial

Analysis

Franchisee Search (Marketing & Recruitment)

India Entry Strategy

Range of Services

With 16+ years of experience in Franchising, Gaurav is the visionary force behind the India’s largest integrated franchise and retail solution company Franchise India Holdings Limited. Gaurav is popularly dubbed as the “Father of Indian franchising” and has consulted 250+ large and small corporations in making informed decisions about their Business Growth. Over 60 major American brands have consulted Gaurav regarding their expansion plans in India.

Gaurav has vast experience in tactical planning, headquarters and field support systems, marketing and expansion strategies, crisis management, Raising Capital, litigation support, mergers and acquisitions and the strategic restructuring of franchise systems.

Gaurav has authored three best seller books in Franchising - The Science of Reproducing Success, It takes two to tango & Take Charge! - in which he has culled his years of experience in franchising and growth consulting.

Gaurav Marya - The Visionary Force behind Franchise India

Our thought leadership initiatives in Franchising practice in India

First of its kinds; Discovery days organized in India

In all major metro’s and tier I cities

Approx 200 Discovery days until now and still growing strong!

It’s the first book written by a Indian author on the nascent field of franchising

The book is in its 5th edition of printing

Launch of industry & research papers on issues faced by franchisors

Knowledge seminars & conferences; a only franchisor meet in India.

30 knowledge seminars already organised

Initiated as the exclusive convene for the leaders

Annual meet for the franchisors looking to expand in Indian markets

Over 1200 Top Deals Executed in 2012-13

This is just a representative snapshot of over 1200 brands that Franchise India has worked with in 2012-13.

Nature of exact work carried out for any of the clients represented here can be referred through the link provide below.

https://www.dropbox.com/s/4forouvxrjkih05/1200-Top-Deals-Lite.pdf

Key Projects Executed

We have served leading corporations in their strategy development and execution

In India, over 500 companies consult us for their growth & expansion strategies

Häfele is a renowned distributor of furniture fittings, hardware and

architectural ironmongery.

Francorp conducted 360° analysis and training along with Business motivation

zonal workshop for its Franchise partners. Also

reviewed the financials as part of the FDP program.

Reliance Footprint has a countrywide network of exclusive Footprint showrooms in India.

Francorp as the strategic alliance

partner of Reliance Footprint organised the Franchise meeting for getting the franchisees

on board.

Francorp worked with Warner Bros. Indian

Licence representative for “Tom & Jerry” brand.

Francorp conceptualised the licence business plan

for Tom & Jerry brand and also found out

licencee for upcoming Tom & Jerry Ice Cream

Parlour / Café.

Essar began as a construction company in 1969 and diversified

into manufacturing, services and retail.

Franchise India worked with Essar towards

establishing dealership network in Indian

Market for its retail operations.

Francorp assisted Wills Lifestyle (ITC’s Apparel Retail arm ) in charting

out the franchise business model as well

as standardize the existing business

model (Multi model approach) through a

Full Franchise Development Program.

We have served leading corporations in their strategy development and execution

In India, over 500 companies consult us for their growth & expansion strategies

Mom & Me stores from Mahindra Retail have been

built around the unique needs of mothers to be, young mothers, infants

and children up to the age of nine.

Francorp provided the consulting services

towards Strategy and model development to

Mom & Me.

Reliance Digital is an one stop shop with

wide product portfolio of around 150

international and national brands.

Francorp conceptualised the franchising strategy

and provided services towards acquiring pilot

franchisee.

Francorp analysed the Business model & roll

out plan for franchising format and acquired two pilot franchisee as part

of testing the viability of the model. Also

conducted Franchise Sales Training for the key

management for the implementation of the

franchise program.

Francorp prepared a Gap Analysis Report

based on Internal Capacity Assessment, conducted Training of

Management on Benchmark practices

and delivered a Performance

Measurement Tool for franchisee network.

Mother Dairy engaged Francorp for their Fruits & vegetable retailing business

referred as “Safal” to conduct audit for all

the existing stores and create a turnaround

strategy to improve the performance as well as sustainability of their

stores.

Major Brands on Board

and many more…

Leaders ENGAGE us!

Category Brand Serviced Benefits

Jewellery Strategy and franchise network acquisition. Established 350 franchised stores

Electronics Strategy & franchise network acquisition. 600 stores operational

Fruits & Vegetables Strategy Audit and Turn-around Strategy for Nation-wide expansion

Apparel Strategy and model development

Medicines/Chemist Strategy development and franchise network acquisition

Groceries & Convenience Store Format

Strategy Audit & franchise network acquisition

Car Care Strategy and franchise network acquisition

Clientele ListAbc Montessori City Look Future Group KFC Morellato – Italy Re Feel Cartridge Tech KidzAdidas Clara International Floral Hut Khadims Motilal Oswal Realtech

DevelopersThe Apollo Clinic

Air Hostess Academy Coffee Day Express Gitanjali Lifestyle Kidzee Mr. Orange Rebi The Corner Book StoreAnsal Api Coffee Republic GKB Opticals Killer Music World Reisswolf The Home StoreApollo Health And Lifestyle

Cookie Man Gloria Jeans Coffee

Koutons Mustang Jeans Reliance The Loot

Arch Crestcom Gold Souk Kshitij My Dollar Store Reynolds The Medicine ShoppeArchies CTC Gordan max Kwality Walls (HLL) Nerolac Paints Rosebys The Mobile StoreAsmi Cup & Cino Greggio Argento Kwik Kopy Nescafe Safe Express The Taco MarkerAt Home Cygnus Jewellery Habibs Lacoste New Zealand Natural Sangini Tikka ExpressAyush Therapy Center D’damas Hakoba Lifestyle Voltz Distribution Next Santa Barbara Polo TimexBang And Olufsen Debonairs Pizza HCL Lee Cooper NIIT SAP TitanBarista Diamond Hut HDFC Bank Levis Nilgiris Satya Paul Travel PortBarnie’s Coffee DLF Health & Glow Live-in Nilkamal Enterprise SBI Bank TVSBaskin Robins Dominos Pizza HP LJ Hooker Nina Ricci Watches Seashell UnitechBath Concepts Dosa Plaza HSBC LKP Shares Nirmal Lifestyle Shadi Point United Colors Of

BenettonBausch And Lomb Dulce Café Hughes Escorts Lotus Herbals NIS Sparta Shanghai Post US Dollar StoreBeningans Education One Hushes Net Lovable Numero Uno Shoe Tree VadilalBharat Students Educomp ICICI Bank M2K Odyseey Sia Art Jewellery VapianoBikanervala Emaar MGF IIFT Ma Foi Omaxe Sify i way VetaBody Spa International Era Impuls Madura Garments Oracle SONY ViaBPTP Essar Telecom

RetailIMS learning Magppie Osim International Spa Zieta Videocon

Candico ETP Inorbit Mall Manipal U Pantaloons Spykar Jeans VLCCCartridge Café Eureka Forbes ITZ Cashcard Maples Papa Johns Pizza Stained Glass

OverlayWelhome

Castrol Euro Kids J K Industries Mariella Burani Parasvanath Developers

Sign*A*Rama Westwood

Catridge World Excalibur J K Tyres Mary Brown Pinnacle Kids Subway WoodlandCeat Feather Lite JetKing Masala country Pizza Corner SuncityChabra 555 Ferns N Petals Juice Zone Max Pizza Hut TallyChange Fitness One Just Cavalli Mic & Mac Protocol TancleanChocolate Graphics Food Factory Just Cuts Microsoft Provogue TaraashCholayil Sanjeevanam Forever 18 Kent RO Systems Mobicare Quantum TATA Steel

Thank You

Franchise India Brands Ltd., F-89/11, Okhla Phase - 1, New Delhi – 110020Tel: + 91.011.40665555 | Fax: + 91.011.40665563 I Website: http://www.franchiseindia.com