TVS Shriram Growth Fund (TSGF)

Investment Manager Sponsors

Scheme 1B

TVS Capital Funds – Who are we?

Gopal Srinivasan

Chairman & MD

D Sundaram

VC & MD

Manish Makharia

ED Investments

The Team

» Scheme 1A raised in Oct 2008 - Corpus ₹600Cr

» From Sponsors, FIs and ~ 600 HNIs

» Proposed to raise ₹1000Cr in 2 equal tranches, 1A & 1B

» Invested fully in 12 companies from 2008 to 2012. Some

portion reserved for top ups

» Consumer driven opportunities

» On track to deliver target returns of 25% pre tax

» First exit made at 22% IRR

» Idea based investing with active performance shaping

» Discover full potential of investee company

» Second tranche – Scheme 1B, commitment of ₹500Cr

» Sponsored by TVS & Shriram Group – Commitment of ₹50Cr

» Total commitment by sponsors – ₹213Cr across 2 schemes

» First investment made from Scheme 1B

Scheme 1A

New Scheme 1B

S Raghunathan

ED & COO

2

1 2

3

K E Ranganathan

Operating Partner

Marquee Board of Directors

Continued guidance from stellar Board with rich investing and operating experience

Gopal

Srinivasan Chairman and MD,

TVS Capital Funds

D Sundaram Vice-Chairman and MD,

TVS Capital Funds

Puneet Dalmia Managing Director,

Dalmia Cement

H Lakshmanan Executive Director,

Sundaram-Clayton

Sridhar Mitta Founder and MD,

NextWealth

Lakshmi Narayanan Vice-Chairman,

Cognizant

Kenneth Tai Chairman,

Investar Cap, Taiwan

R. Thyagarajan Chairman,

Shriram Group

Investment Manager 3

Rajeev Gupta Former Managing Director

Carlyle Asia Partners

Rich Ecosystem of Venture Advisors

Venture Advisors bring in domain expertise and add value to portfolio companies

Investment Manager 4

Sandeep is the Chairman of the Great Indian Restaurant Company (GIRC)

Served as Managing Director of Yum! Restaurants International from 1996-2007

Sandeep Kohli

Anand was the CEO of Manipal Global Education Services

Lead assessor and jury member in quality initiatives of CII

Co-founder of Shop 4 Solutions Founder and ex-CEO: Landmark bookstores Founded Westland, book distribution &

publishing company

30 years of experience in Indian and global corporate giants

Ex-corporate Director of Bharti Enterprises

Co-founder of Shop 4 Solutions Ex Director of Landmark 30 years experience in financial, real estate

markets and retail

23 years of experience in Indian IT & BPO Ex-COO of Onmobile Global Limited Worked with Infosys from 1990 and set up

first center of Infosys in North India

4 decades in public service after entering IAS in 1965

Economic Adviser to the Prime Minister, Finance & Economic Affairs Secretary

Ex-Dy. Managing Director, SBI Headed SBI Treasury portfolio of over ₹3

lakh Cr

Anand Sudarshan

Hemu Ramaiah

Badri Agarwal

C Narasimhan

Dr S Narayan

Rajiv Kuchhal

Jai Subramaniam

Special Advisor

27+years experience, was Global HR Head at Infosys Ex-Chairperson of The Conference Board, USA’s HR Council of India

Founded IDFC pe and went on to become President, CEO and Chairman 11 years with start-up team at HDFC Bank Senior Advisor, Global Environment Fund India

25 years of experience, Former Country Head Morgan Stanley India Head of Global Emerging Markets and Global Asset Allocation teams

managing over $25 billion in assets

Head of Brands at Unilever Asia Pacific 34 years in Unilever in Management, MR, Sales & Marketing

Ex-Chairman of Ingersoll-Rand; also Director at Kirloskar

40 years in manufacturing and infra

Boards of Bio Fuels, Infrastructure Finance & Forgings

Eminent Fund Advisory Board

Bringing in eminent professionals to provide guidance on investment strategy

Luis Miranda

Private Equity

Narayan

Ramachandaran

Finance/ Asset

Management

Daljit Mirchandani

Manufacturing

Arun Adhikari

Consumer

Investment Manager 5

Hema

Ravichandar

Human Resources

Founder and Chairman of India’s largest poultry enterprise, Suguna Foods Deep understanding of agriculture and grassroots entrepreneurship

B Soundararajan

Food and Agri

TSGF Update

» Commitments of over ₹500Cr

» Sponsor contribution of ₹63Cr

» 10 Family Offices committing ₹180Cr

» High Net-worth Individuals committing ₹180Cr

» Commitment from Financial Institutions of ₹44Cr

» First investment –₹15Cr infusion in Medplus at attractive valuation due to privileged access

Support for Fund 1B faster compared to 1A

6

» Fund 1A investments fully completed

» First exit at 2.2X MoIC completed in Mar-12

» 2-3 exits due in next 12 – 18 months

1A

1B

Deal Pipeline

» Currently evaluating deals in emerging sectors such as:

» Food & Agri – ₹200Cr

» Education – ₹100Cr

» Retail – ₹25-75Cr

PE – An attractive asset class

Private Equity is as an important source of capital for emerging companies

7

» Last year (FY12), Indian companies raised

~$10.8bn through PE

» According to SEBI, ₹18,000Cr ($4bn) has been

raised domestically in the last 6 years

PE – an important source of capital 2

Diversification

» Long term high-return asset class; ideal way to

diversify your portfolio

Access to mid-market companies

» Unique opportunity to invest in unlisted mid-

market companies

» Create economic value by transformation and

active management

Long term-Less volatile asset class

» Favorable in the current public market scenario

Well regulated, high-growth space

» Operates within a strong regulatory framework;

PE estimated to grow at 3x in next few years

Why PE as an asset class now? 3 $70.3bn invested in 2334 companies in 7 years 1

3.7

8.5

23

8.7

5.6

10 10.8

0

100

200

300

400

500

600

0.0

5.0

10.0

15.0

20.0

25.0

FY 06 FY 07 FY 08 FY 09 FY 10 FY 11 FY 12

De

al V

olu

me

De

al V

alu

e (

$ b

n)

Source: VCCEdge;

PE Deal Value ($ bn) PE Deal Volume

KPMG Report

1.2

4.8

0

2

4

6

8

2010 2025E

GDP* (In USD Trillion) 8.0

2025E

Target Sectors

Strong GDP Growth

* - Nominal GDP, Source: MOSPI, Internal Analysis, Goldman Sachs (Real GDP

growth at 6.5%), McKinsey Bird of Gold (Inflation at 4%)

Our investments

Back companies that will ride the GDP and consumption growth

1

8

$50 bn to $400 bn in

15 years

$3 bn to $85 bn in

15 years

$190 bn to $760 bn

in15 years

Healthcare

Infra Services

Food & Beverages

Strong per capita income growth 2

0.3

3.4

0

1

2

3

4

2010 2025 E

USD Trillion

31 138 Households in million*

11x

FMCG

Organized Retail

Organized Restaurants*

$30 bn to $540 bn in

15 years

$1.5bn to $23 bn in

15 years

$35 bn to $190 bn

in 15 years

* Quick Service Restaurants

Focus Sectors

Source: McKinsey, Internal Analysis, * - Middle & Richer

Focus Sectors Our investments

9

Investment Strategy

Empowering Next-gen Entrepreneurs | Generate Superior Returns for Investors

Invest in emerging growth opportunities

» Invest in sectors that play on the domestic consumption theme

» Invest in businesses based on “best ideas”, which we deeply understand, that are asset “right” and have long term visibility

for growth and exit

» Eclectic approach to investing in Early stage, Classic growth, Late-stage, synthetic start-ups, PIPEs and carve outs

» Emphasis on proactively identifying specific opportunities through our brand of promoter engagement

Active performance shaping through growth execution capability

» Invest in companies that have high scope for transformation. Monetizing this transformation is the key to creating value

» Engage with the portfolio companies both at the strategic and operational level and help them realize their full potential

High level of engagement to transform businesses to perform at full potential

» Believe in trust based partnerships with our portfolio companies

» Senior management team and Venture Advisors work closely with the portfolio companies and steer them towards

performing at their full potential. We term this alignment of interest and collaboration as “Capability Capital”

Leveraging the power of eco-system to gain momentum

» Competitive edge is the diverse relationships that are built and sustained on a long term basis

» Strong eco-system comprising reputed Venture Advisors is critical to our success

» Benefit from the expertise of the Anchor Investors by their involvement through Investor Advisory Committees and co-

investments in companies

» Invest our time and resources in nurturing this eco-system

Relationship with other PE funds

Intermediaries

Idea Based Investing

8 out of 12 deals were proprietary

10

Identify targets by

researching sectors Direct Access

Utilize the wide network

of TVS’/Shriram’s/

Advisors’ extensively

1

200 + network of

intermediaries

2

3

Attractive Co-

investments with other

PE funds

Market Deals 4

“In great company”

» Proprietary research

» Enhanced understanding of business

models

» Approach companies by various

channels

» Exclusivity with company

» Lower competition leading to better

pricing

» Novel/differentiated business strategy

» Stress tested and ranked

» Disruptive growth potential

» Active performance shaping

Concept of

“Best Ideas”

» Research based idea origination

» Proprietary deal sourcing through strong network

» Value addition through advisor ecosystem

» Strong promoter engagement to facilitate smooth exits

TCF Edge in

“Best Ideas”

Backing “Best Ideas” to generate alpha

Best Idea Approach

11

12

Trimodal Portfolio Construction

Trimodal Approach to be followed for investments in Fund 1B

Core Classic

Special

Classic Growth

Target Return: 3x - 4x

% Stake: 15% to 30%

Portfolio Weightage: 28%

Time Invested: 30%

Late Stage/Special Situation

Target Return: 2x - 3x

% Stake: Minority

Portfolio Weightage: 22%

Time Invested: 10%

Early Growth

Target Return: 4x - 5x

% Stake: 40% to majority

Portfolio Weightage: 50%

Time Invested: 60%

Evaluating Investment Opportunities

» Clear vision for business & ambition to grow

» Track record – performance and integrity

» Leadership & performance skills

» Clarity in partnership with Private Equity

» Base case: Company achieves with current

momentum & management team

» Understanding the business model

» Stress testing projections and Risk

Assessment

We adopt a structured and rigorous approach in evaluating deals

13

Business Assessment 1

Classification of Engagement Model 4

Entrepreneur Assessment 2

» Timing in the Industry life cycle

» High Growth Potential

» ‘Asset –light’ business model

» Relatively lower competitive intensity

Base case scenario Assessment 3

» Core Investment: Higher returns – Active

Engagement model to achieve full potential

» Classic Investment: High returns –

supportive engagement model in classic

Private Equity style

Scheme 1A Performance – On Track

Scheme 1A – poised to deliver target returns to investors

Scheme 1A Performance 14

Investee

Company Description Month

Amoun

t (₹Cr)

%

Stake Milestones / Drivers

Dusters & Total

Solutions

Top 3 Facility Management Services

company Nov 09 45 44.9% Growing at 38% CAGR

Medfort Hospitals Eye-care venture by serial entrepreneur Dr

Velu Nov 10 60.25 35.0%

Major acquisition completed; poised

to be a top 5 player

Om Pizza & Eats Top 5 Quick Service Restaurant chain Dec 10 60 65.0% 13 stores opened since investment;

Majority control with TCF

Medplus Health

Services Largest standalone pharmacy chain Mar 11 75 11.0%

30% yoy growth since investment.

71% stake with co-investors

Dunar Foods Leading Basmati Rice Player Feb 12 50 13.5% Co investment with IFC. 30.5%

stake with co-investors

Landmark Book

Stores Tata Owned, Largest bookstore Nov 09 65 24.9%

Structured investment with likely

attractive early exit

9.9 Mediaworx Growing Media & Entertainment company Oct 08 15.8 20.0% 2.5x revenue growth. 50% stake

with co-investors

Ratnakar Bank Growing financial services company Mar 11 30 2.0% “In great company”

DCB Bank Emerging mid-sized commercial bank Feb 12 30 2.84% Turnaround story

Regen Powertech Emerging as one of leading Wind EPC

players in India Apr 12 37 1.95%

Scalable business with high exit

visibility

TVS Logistics Top 5 logistics company Mar 08 4.7 1.2% Exited at CoC of 2.23 and IRR

22.3%

Indian Cookery Sanjeev Kapoor’s restaurant venture Feb 11 5 5.0% Preferential right to infuse additional

capital

Total 497*

Cla

ss

ic

Co

re

Sp

ec

ial S

itu

ati

on

* Includes ₹19.5cr of reserved top up

Active engagement with portfolio companies

- Achieving the full potential case

Demonstrated business transformation through active engagement

Strategy

Track

» Entering new

lines of business

» Acquisitions in

new verticals

Our engagement model forms the cornerstone to achieve full business potential

15

Operational

Track

Governance

Track

» Hired COO &

CFO

» Building robust

recruitment

platform

» Enterprise IT

system Roll out

» Enhancing

compliance

» Focus on inorganic

growth

» Completed

acquisition of 2

centers

» Clinic and

administrative

metrics

» Hired CFO;

Hiring COO

» Internal audit, HR

engagement, IT &

quality-of-service

metrics being

implemented

» Focus on store

profitability

» Cluster store roll

out

» Hired CEO & GM

operations

» Improve customer

experience

» ERP IT systems,

website, online

ordering system

development in

progress

Planning exit strategy and mitigating exit risks

We are expecting 2 – 3 exits in the next 12 – 18 months

16

Planning exit strategy

» Exit criteria & timelines well planned at deal

entry

» We evaluate multiple exit modalities

» Sale to strategic buyer

» Sale to larger PE fund

» IPO in exceptional cases

1

Review of exit strategy

» Quarterly review of company performance &

exit strategy

» Benchmarking with market multiples

» Continuous interactions with potential

bankers / target acquirers

2

Mitigating Contingencies & Risks 3

Business Risk

» Comprehensive risk analysis at the time of

deal evaluation

» Risk mitigants

» Affirmative/Veto rights with the promoter

» Our Management capability and network

Liquidity Risk

» Inability to exit due to market / business

conditions

» Risk mitigants

» Tag and Drag Rights

» Put option with the promoter

Why TSGF Scheme 1B?

Attractive

Returns

» Pedigree of sponsors – committing ₹213 Cr

» Investments in emerging, high growth

» Consumer consumption sectors

» Mid market companies

» Rupee capital raised by TVS Family is more than any other Fund

» Marquee Board & experienced team

» Partnering Entrepreneur: Implementation not just ideation

» High engagement

» Capability Capital

» Wide, eclectic network used purposefully

» Strong deal pipeline

High Growth

Sectors

Emerging

Companies

Stringent

Evaluation Criteria Capability

Capital

Superior

Returns

Inviting partnering scheme 1B: growth & prosperity!

17

Scheme 1B – Investment terms

Target corpus ₹400Cr fund with Greenshoe option not exceeding fund size

Indicative1,2 return 25% IRR

Sponsor Group Commitment ₹50Cr

Life of the fund 7 years, ending Feb 28, 2019 (extendable for 2 years + 1 yr (by Super majority))

Commitment period 4 years for investments to be made, ending Feb 29, 2016

Hurdle rate 10% p.a.

Carry 20% (catch-up after hurdle rate)

Management fees 2% p.a. of total capital commitment

Placement fees 1% of the capital commitment, if less than ₹5Cr

One time set up Fee 1% of the total capital commitment capped at ₹5Cr

Operating Expenses Actual capped at 1% p.a. of total capital commitment

Minimum Contribution ₹25 Lakh

Notice period for capital calls 20 business days

Drawdown Schedule Initial Drawdown:

• 25% or ₹10 Lakh whichever is higher

Balance drawdown:

• Upto ₹10 crores– On periodic basis in 4 to 6 installments

• ₹10 crores and more– On deal by deal basis

Investment terms as per industry norms

1. pre-tax, 2 – Indicative, not guaranteed

18

Benefits for Investor

We invite you to be an Anchor Investor in TVS Shriram Growth Fund Scheme 1B !

Category Benefits

Privileged Information Access Economic Benefits Co-investment

UHNI

Progress reports on portfolio companies

Invitation to the Annual Investor Conference

Waiver of placement fees – 1% of commitment

Deal by deal calls for efficient IRR

Nil

Anchor

Membership on Anchor Advisory Board

Information on investments

Meeting with TCF ecosystem

Annual Investors Conference with participation from portfolio

Visibility on deals seen and dropped* & provide ideas on deal evaluation+

Deal by deal calls for efficient IRR

Waiver of placement fees – 1% of commitment

Reduced AMC fees - 1.5% against 2%

Higher share of profits - 85% against 80%

Co-investment opportunity with Fund in select deals

Only promote fee charged for fund management by AMC

Full profit sharing to investors

* - Sign NDA to gain access, + - Final call to be taken independently by AMC

» Depending upon the investment appetite, Investors can contribute at different levels

» UHNI ₹5Cr

» Anchor Investor ₹25 Cr

19

Contact Information

TVS Shriram Growth Fund 249 A, Ambujammal Street,

Off TTK Road, Alwarpet,

Chennai - 600018.

(Near Alwarpet Post Office)

Phone No: +91-44-42954800 Fax No: + 91-44-

42954888

Please send all enquiries to invest@tvscapital.in

20

TSGF Investment Philosophy

Emerging

Growth

Opportunities

Active

Performance

shaping

High Promoter

Engagement

Leveraging

Eco System

Generating value for investors and entrepreneurs

» Eclectic approach to investing

» Finding opportunities within “Best Ideas” in the sector

» Unique brand of promoter engagement

» Active performance shaping at strategic and tactical levels

» Capturing business transformation value for investors

» Establishing “Trust based partnership” through collaboration and

alignment of interest

» Adopting a staged approach in moving towards positions of influence

» Building and sustaining growth momentum by nurturing a strong and

diverse eco-system

» Benefiting from the expertise of Anchor Investors

Why Invest in Private Equity?

Private Equity Asset Class

PE is an important asset class for your portfolio, especially today

» PE is a long-term, high-return asset class

» A portfolio is a basket of asset classes with diversified profiles

» PE is differently correlated with public markets, provides robust diversification

» Investing in growth equity with management fully aligned to investor interests

» Lower valuations due to illiquidity discounts at entry, premiums on trade sale / IPO at exit

» PE is the most effective way to invest in unlisted mid-market companies

» Access to untapped opportunities with potential for superior investor returns

» Aligning management with investor interest assured in PE invested mid-market companies

» Targets for future M&As / IPOs: opportunity for premium valuation at exit

» SEBI’s new regulation for developing PE as an asset class protecting investors’ interest

» PE is an asset class to consider favorably in current public market scenario

» Historically, PE funds raised in down markets have yielded better returns

» PE funds can invest at lower valuations due to lower market comparables

» Structuring capability of PE funds protect downside with uncapped upside

» Management of unlisted companies focus on business performance, not market volatility

22

Domestic Consumption Driving Investments

Strong economic growth needs high PE investments

* - Nominal GDP, Source: MOSPI, Internal Analysis, Goldman

Sachs (Real GDP growth at 6.5%), McKinsey Bird of Gold

(Inflation at 4%)

Source: McKinsey, Internal Analysis, Nominal

Source: CII McKinsey Report, Internal Analysis

Source: Goldman Sachs

India – Economy & Sectors

31 138

No. of middle & richer

households (mn)

4-7x growth in GDP in next 15 years 11x consumption of middle & richer classes

5x growth in capital markets

1 2

3 Substantial PE investments required 4

23

Domestic Consumption Driven Sectors

Investing in high growth emerging sectors

Healthcare, $50 bn,

8x in 15 years

Education, $72 bn, 8-

9x in 15 years

Organized Retail, $30

bn, 18x in 15 years

Organized QSR, $1.4

bn, 16x in 15 years

Food & Beverages, $190

bn, 4x in 15 years * - Indicative

FMCG, $35 bn, 5 - 6x

in 15 years

Driven by GDP

growth

Driven by per capita

income growth

Source: McKinsey, CLSA, AT Kearney, IBEF, Internal Analysis

India – Economy & Sectors

» Focus on GDP increase & per capita increase

sectors

» High sector growth rates

» Medium to high margin business

» Typically, asset light models

» Increasing penetration of underserved products

» Tapping into undeveloped opportunities

» Pursue collateral consumer driven opportunities

Target Sectors* Attractive Business

24

Strong Parentage – TVS & Shriram Group

TVS & Shriram Group - A unique alliance of industry and financial services

Trust Value Service

*in a recent poll by Equitymaster 2011

Investment Manager

» Founded by T V Sundram Iyengar

» 100 year old business house and India’s 6th

most trustworthy group*

» 50,000+ workforce, Gross revenue ₹27,000 Cr

» Group known for impeccable values and

integrity

» Understanding & ability to work with family

businesses

» Deep knowledge and relationships across India

» Founded in 1974 by R Thyagarajan

» Fastest growing financial power house

» Consumer finance, life insurance, stock broking

» Deep expertise and leadership across financial

services

» Provided successful PE exits in group

companies

» Group with strong entrepreneurial culture

Sponsors

25

Experienced Investment Professionals

Senior Investment Team bringing together rich blend of experiences

Investment Manager 26

Gopal Srinivasan

Chairman & MD

D Sundaram

VC & MD

Manish Makharia

Executive Director

» Founded and

leads TVS

Capital since

2008

» TVS family

member,

founded 9

companies with

25 years of

operational

experience

» Board member:

TVS holding and

group

companies

» 33+ years in

corporate

finance and

leadership

» Ex-Vice

Chairman and

CFO of HUL

» Awarded FMCG

“CFO of the

Year” twice

» Board-member:

SBI and GSK

Pharma

» Deep

understanding of

consumer

businesses

» 15+ years in

investment

banking

» Was Executive

Director at Kotak

Investment

Banking

» Successfully set

up mid-market

investment

banking practice

at Kotak

» Worked with

E&Y and SBI

Capital

S Raghunathan

ED and COO

» 25 years of

experience in

finance

» Previous stints

included stint of

17 years with

HUL

» Last assignment

– CFO of Dabur

India Ltd

» Chartered

Accountant and

Cost Accountant

K E Ranganathan

Operating Partner

» 20 years

experience in

finance and sales

& marketing

» Ex-CEO of

Diversified

Business Group

of Murugappa

» Successfully

spearheaded

ROCA JV exit at

huge premium

» Chartered

Accountant and

CS

TSGF Investment Committee

Active Investment Committee deliberating on all advanced investment proposals

Investment Manager

TVS Capital Funds Independent Member

H R Srinivasan

Chairman and Founder, TAKE Solutions

Sponsor Representative

Narayan Seshadri,

Ex-National Director of Anderson & KPMG

consulting, Non-Executive Director on several

banks and infra companies

Sponsor Representative

Managing Directors & Executive

Directors

27

Ajay Mahajan

Ex - Managing Director, Head of

Financial Markets & Institutional

Banking - UBS Bank

Investment strategy for creating value

TCF model contributes capability capital to investee companies to help them achieve full potential

* ACE implies Funds Advisors, Consultants & Ecosystem Partners

Capability Capital

Full Potential of

Investee company

Investee

Company

Future

“Base Case”

Investee

Company

“As Is”

Drivers of Return –

Post-investment

Drivers of Return –

Pre-investment

Scale increase - organic & M&A

Driving operational excellence

Optimizing balance sheet

Good governance

Timing & Pricing of Entry/Exit

Privileged Access

Deal Structuring

Knowledge pool of Fund’s ACE*

Investment Strategy 28

Dusters: A Snapshot

Value Enhancers TSGF Capability Capital

Strategic Direction Increase in direct revenue as against revenues from intermediaries, Developed pest

control, Mechanical, Electrical & Plumbing services (MEP). Building footprint in North India

BD & Growth Acquired Facilitec (MEP). Entry into hotels and hospitals facility management services

(FMS) by acquiring a ₹30 Cr player

Operations 2% EBITDA improvement. Metrics on customer satisfaction

Talent Development Hired COO and CFO. Building robust recruitment platform

Governance Enterprise IT system roll-out. Enhancing compliance

Risk Mitigation Venture Advisors working with entrepreneur brothers.

Timing, Access, Structuring Attractive entry timing and pricing. Appropriate structuring in-place

Investment ₹45*Cr for 45% stake (Nov 2009 and May 2012)

Milestone

FY 09 Revenue of ₹92 Cr

Current Revenue of ₹177 Cr

FY 13 Continued growth rate of ~ 30 - 40%

Market Activity Active PE investing space with recent deals done at EV/R of 1.2x

Scheme 1A Performance

Ideal Target for India Entry by International FMS companies

29 * ₹10cr as OCDs

Om Pizza & Eats: A Snapshot

Value Enhancers TSGF Capability Capital

Strategic Direction Focus on rollout of delivery heavy/only stores

BD & Growth Cluster store rollout. High emphasis on local Advertising & Promotion

Operations Discipline on location selection and rent/sales

Talent Development Hired CEO and 2nd level of management team

Governance Enterprise IT systems, website, online ordering system development in progress

Risk Mitigation Brining strong alignment and involvement from Papa John’s International

Timing, Access, Structuring Shortage of Quick Service Restaurants in the country, Attractive deal entry terms, rights,

PUT, exit protection. Extending franchise agreements to 2023

Investment ₹60Cr for 65% stake (Dec 2010 and Apr 2012)

Milestone

Growth 50% Revenue growth since investment

Current 15 stores opened since investment

FY 13 On track for opening 100 + stores

Market Activity Recent PE deals completed at EV/R of 4-5x

Scheme 1A Performance

Chasing Growth in competition with Domino’s and Pizza Hut

30

Medfort Hospitals: A Snapshot

Value Enhancers TSGF Capability Capital

Strategic Direction M&A roll-up strategy being pursued in first 1-2 years to build base followed by organic /

greenfield in subsequent years

BD & Growth Completed acquisition of leading Hyderabad & Delhi based eye-care

Operations Clinic and administrative metric systems being setup

Talent Development Adding to management team in Chennai in addition to the existing management team based in

Delhi

Governance Internal audit, HR engagement, IT & quality-of-service metrics being implemented

Risk Mitigation Higher focus on inorganic expansion in initial years to build a stronger base business in eye care

delivery

Timing, Access,

Structuring

Huge demand for Eye-care, Entry at attractive terms and structure. Second round of investment

from co-investors being considered

Investment ₹60.25Cr for 35% stake (Nov 2010 and Dec 2011)

Milestone

Growth Revenue growth of > 50%

Current Inorganic growth in line with plans by completion of 2 acquisitions

FY 15 Poised to be a top 5 player

Market Activity Vasan Eyecare valued at ~15x EBITDA, Metropolis generated ~4x for PE investors

Scheme 1A Performance

Roll-up play by serial entrepreneur in high-growth eye-care and diabetes

31

PE returns follow a J curve pattern

PE funds deliver attractive returns over

a medium term horizon

00 01 02 03 04 05 06 07 08

Retu

rns (

Mo

IC)

Years

Multiple on Invested Cash

Private Equity

PE is patient capital

» In the initial years, the investments in the growth phase of

the investee company may result in negative NAV

» Over time, target return is realized through achieving full

business potential

» Information asymmetry is a key contributor to PE returns

PE funds raised in downturn have done

better historically

11%

6% 7%

15% 15%

29%

22%

16%

7%

1%

0%

1%

2%

3%

4%

5%

0%

10%

20%

30%

40%

19

96

19

97

19

98

19

99

20

00

20

01

20

02

20

03

20

04

20

05

GD

P G

row

th

Mea

n N

et I

RR

by

vin

tage

US Private Equity Returns by Vintage

US GDP Growth rate

32

Full Potential valuation

New line of

business

New models

of billing

» Identified the full potential of the business and valued the

business on the ‘full-potential’ basis

» Developed a detailed strategy for the achievement of full-

potential

» Implementing the strategy under the mentorship of

experienced advisors

Valuation Framework

Revenue

Profitability

Valuation

multiple

expansion

New geographies

Scalability

• Growth potential

• Quality of revenue

• Sector transformation

• Strong Governance

• Margin expansion

• Margin sustainability

Our valuation is based on the full potential of the company at exit

Dusters – Valuation Approach

33

PE in the press

Healthcare was the largest funded

vertical across all sectors

25 deals in Q1 2012

421 deals in 2011

I believe that in the long-term, rupee capital

pools will be large and, therefore, it will be

worthwhile for us to pursue that,” says Gopal

Srinivasan, Chairman and Managing Director,

TVS Capital Funds Ltd, a Chennai-based

venture capital firm

TVS Capital has raised Rs 500 cr and is

planning to close the Fund raising for Fund 1B

TVS Capital has roped in Fund advisors and

added another feather to its eco-system

Sellers to reach more realistic

valuation due to limited fund raising

options

2012-13 is considered to be a vintage year for PE Investments

Article Article

Article Article

34

‘Raising rupee funds must be made

easier for venture capital firms’

TV Sundaram Iyengar

Founder

100 year old, US$ 5.7 billion Group

30 Group companies with over 35,000 employees

Domestic & international operations, with exports to

more than 60 countries

Interests in : Auto components, two wheelers,

electronics, finance & insurance, logistics, textiles

TVS Group

A legacy of Customer Centricity & Service | Among the top business groups in India

Trust built with

• Employees

• Customers

• Community

Value

• Creating business value through “Operational

Excellence”

• Winners of Japan’s Quality Medal & 5 Deming Awards

• India’s 5th most trustworthy group – Equitymaster poll

2011 results

Service

• Declared No.1 in Service Satisfaction from Data Quest

• Winner of the “Supplier of the year” from GM

Overview

Group Value & Profile

Business Verticals FY 2011

Revenue (₹Cr)

Dealership 5,759

2 Wheelers 6,299

Parts & Logistics 1,144

Auto Components 12,176

Others 322

Total 25,700

35

Shriram Group

The Shriram Group aims at serving the underserved. It believes

in creating value at the bottom of the pyramid. The Group

strives to serve the largest number of common people. Our

business verticals include:

Commercial Vehicle Financing

Consumer & Enterprise Finance

Retail Stock Broking

Life Insurance

Chit Funds and

Distribution of Investment & Insurance Products

Our foray into Non-Life (General) Insurance, is again a strong

expression of this commitment

Putting People First | Helping Create Wealth

Promoted in 1974

Group has over 15,000 employees

Operating through 700 locations

Managing funds of over ₹15,000 Cr

Group Value & Profile

Empower Entrepreneurs

Overview

Shriram Group has always encouraged

entrepreneurship by demonstrating continuous

appetite for investing in start-up manufacturing

businesses

The Group has made investments in

Manufacturing

Value Added Services

Project Development

Engineering Services

Pharmaceuticals

Machined & Auto Components

Press Dies & Sheet Metal Stamping

Packaging, Information Technology

Property Development etc.

R. Thyagarajan

Founder and Chairman

36

Category Capital Market Exposure Investible Amount

₹ Lakh Cr

Investible

Amount $ BB

Individual Wealth (HNI & F/O) 10% of total wealth ₹9.3 $172.2

EPFO & PPF (Pensions) Cap of 10% of their corpus ₹2.3 $42.4

Insurance Cap of 10% of their corpus ₹1.5 $28.2

Registered Charitable

Endowments 10% of the Endowment Fund ₹0.5 $9.6

Total Pool ₹13.6 $252.5

Capital Pools

37

KPMG study favorable to TVS Strategy

Study endorse our investment philosophy

38

» Investments made in

2009 have generated

strong returns*

» Wide deal circulations

drive up valuations-

only 40% of deals are

proprietary

» Growth and Buyout

deals generate higher

returns

» 30% of Fund 1A

investments were

made in 2009

» 8 out of 12 deals

in Fund 1A are

proprietary

» We focus on

Growth and joint

control as key

strategies

» Fund 1B ideally

positioned to benefit

from current lowered

market valuations

» Heavy emphasis on

proprietary deal

sourcing in Fund 1B

also

» Emphasis on idea

based investing and

transform business

through active

promoter engagement

KPMG Study

1

2

3

TVS credentials Comments

* Page 13 of KPMG Report titled “Returns from Indian Private Equity”

Back

Area How TCF helped Impact

Promoter exposure Working with IFC and Mr Ken Tai to arrange a tour of

agri companies in China, Taiwan and Thailand Improved vision and way of working

Transformation Inducting Badri Agarwal (under whom Airtel had a

significant growth) as Board Advisor High growth in the company

TQM/TPM Arranged a factory visit by C Narasimhan (ex COO of

Sundaram Clayton) Likely improvement in yield by 4-5%

Brand and marketing

Working with Ashok Dhingra (Ex HUL), Ravi Naware

(created 3,000 cr Ashirvad Atta brand for ITC)

Plan to introduce Brand Bridge (A Brand management

company)

Improvement in brand recall and

branded sales

MIS and cost

management

Talking to a consultant to help the set up the cost

management and MIS system

Cost efficiency and better analysis

of business

ERP

Working with an IT consultant to help the company

evaluate the ERP

Promoter to visit to Suguna Chicken

Improved quality and reliability of

data

Advance Preparation – Case study on Dunar

39

40

Medplus Rights issue offers attractive Return-Risk proposition;

Priced at the same levels of our initial investment in Jan 2011

» Largest independent pharmacy chain in India: FY 12: 1050 stores and ₹628 Cr revenue

» Plans to almost treble revenue by FY15; market leadership position to continue

» Credible growth story with Mature stores contributing to ~40% of the revenue growth and ~60% of the

EBITDA expansion

» Building momentum through online initiative – Medplus Beauty

» High exit visibility as strategic buyers/PE funds are keen to invest

» Attractive pricing – Rights issue priced at the same levels of our initial investment in Jan 2011

» 22.4% Base Case IRR based on a conservative exit valuation of EV/R of 0.8x; Potential upside on

removal of FDI cap in multi-brand retail

Fund 1B benefits from TCF’s access to attractive investment opportunities

TVS Shriram Growth Fund 249 A, Ambujammal Street,

Off TTK Road, Alwarpet, Chennai - 600018.

(Near Alwarpet Post Office)

Phone No: +91-44-42954800 Fax No: + 91-44-42954888

Please send all enquiries to invest@tvscapital.in

V05112012