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Financing Options for India/LATAM Investments

Abril 2010

1) An Overview of India/LATAM Investment Opportunities;

2) Financing Options in Brazil;

3) Recommendations as requested by CII Committee;

4) NLP Team Credentials.

Introduction

This presentation aims to present:

3

I. Overview of India/LATAM Opportunities

Overview of Region: Brazil

Brazil

GDP: US$ 1,994 trillions

2008 GDP Growth: 5,1%

Population: 189,6 millions

MacroeconomicOverview

5

GDP (2008): $1.994 tr

Agriculture . . . . 5.5%

Industry . . . . . 28.7%

Serrvices . . . . . 65.8%

% increase in GDP (est. 2009): 2.1%

Annual Inflation (2008): 4.46%

Exports (US$): $197.9 bi

Population: 190 mi

GDP per Capita: US$10,551

Other LATAM Countries –Argentina and Chile

Argentina

2008 GDP: US$ 338.7 billion

2008 GDP Growth Rate:

6.5%

Population: 39.7 million

Agribusiness

Retail

Growth Areas:

Chile



4.5%


Spanish Language IT/BPO Solutions

Mining

Forestry

Growth Areas:

6

Other LATAM Countries –Peru and Colombia

Peru



9.2%


Infra Projects – Energy

Telecom

Mining

Growth Areas:

Colombia



4.0%


Infra Projects – Energy

Mining

Telecom

Growth Areas:

7

Óleo & Gás Brazil as Export Platform for LATAM

8

Peru

MiningEnergy Infra

Chile

Spanish ITExports to

Asia Argentina

Agribusiness

Brazil as Gateway to LATAM

Through the MERCOSUL trade group, Brazilian products and services

have access to important LATAM markets such as Argentina, Chile,

Uruguay and Paraguay.

New multi-billion dollar road connections from Brazil-Peru and

Argentina-Chile also will dramatically increase this cross border trade,

also allowing brazilian goods and services easier access to Pacific

Ocean markets and Asia.

Brazilian Firms“Global Players”

Brazilian firms have become very active multinational players, often

using BNDES financing to finance projects in LATAM and Africa.

Indian BPO firms can follow the success of these brazilian firms.

Among the major Brazilian international players:

ColombiaTelecomMining

Energy Infra

Rated investment grade by Standard and Poor’s and Fitch Ratings.Sophisticated Capital Markets and Stable Banking Sector.Favorable Tax Benefits and Investment-Friendly Regulatory Environment.

8th Largest Economy in the World (2008) and second largest in the Americas (2008).Population of 190 Million, Growing Middle Class with Significant Pent Up Demand in Nearly All Economic Sectors.Prospects for Growth in 2009 and Expected Strong Recovery in 2010.

World-class corporations in sectors from heavy infrastructure construction (Odebrecht), to mining (Vale), oil and gas (Petrobras), sugar and ethanol (Cosan), banking and finance(Itaú/Unibanco) and commercial airplanes (EMBRAER).World’s largest amount of available arable lands and abundant water and mineral resources.Solid industrial base and telecommunications infrastructure.

Favorable Market

Environment

Huge and Growing Internal Market

World-Leading GrowthSectors

Brazil – A World Leader in Growth AreasBrazil – A World Leader in Growth Areas

9

Source: Brazil Central Bank

10

1815

19

35

45

2003 2004 2005 2006 2007 2008Foreign Direct Investments (US$ billions)

53 54

86

180207 200

2004 2005 2006 2007 2008 mar-09International Reserves (US$ billions)

High growth Solid Monetary Policy

Increased Foreign Investment Solid Reserves

Solid Macroeconomic Landscape

16,3%19,1%

12,0% 12,5%10,7%

15,3%

4,6%5,9%4,5%3,1%

5,7%7,1%

40%35%

31%26%

24%

2004 2005 2006 2007 2008 E2009

Basic Interest Rate - Selic CPI Inflation Credit Offer - % of GDP

5,7%

2,9%3,7%

5,2% 5,6%

1,1%

3,5%4,1%

2004 2005 2006 2007 E2008 E2009 E2010 E2011

Real GDP Growth

Solid Macroeconomic Landscape

10

Óleo & Gás Domestic Opportunity: Brazilian Financial Sector

11

Credit Composition – GDP %

Source: Brazil Central Bank/Fundap

0

10

20

30

40

50

2007 2008 Jun/2009

Evolução do crédito bancário ao setorprivado/PIB (%)

Major Players

Sector Indicators

Óleo & Gás Domestic Opportunity: Medical Industry

12

Brazilian Pharmaceutical Market Growth Brazilian Pharmaceutical Industry Revenues (US$ bi)

0

2

4

6

8

10

12

14

2007 2008 2009 World(estimated/2009)

Source: Unicamp Source: IMS Health

02468

1012

2002 2003 2004 2005 2006 Sep/2007

Major Players

Sector Indicators

Óleo & Gás Domestic Opportunity: Oil and Gas Industry

13

Santos Basin

Campos Basin

EspíritoSanto Basin

Caxareu * Pirambu *-100% Petrobras -100% Petrobras- 1.011 meters - 1.011 meters30º API 30º API

Tupi Carioca-65% Petrobras -45% Petrobras- 2.166 meters - 2.140 meters28º API 27º API

* First to be developed (proximity to Jubarte)

Rio de Janeiro

São Paulo

Petrobras has been announcing several discoveries and reserve possibilities,

drawing investors’ attention. Oil specialists estimate that Brazil’s pre-salt

formations could have up to 70-80 billion barrels, which would provide Brazil with

one of the largest oil reserves in the world. Petrobras is expected to dedicate a

significant amount of its CAPEX budget (USD 112 billion through 2012) in E&P

activities.

Recent oil discoveries in non-OPEC countries have been concentrated in off-shore

deep water locations, not only in Brazil but also off the west coast of Africa and in

the Gulf of Mexico, known as the “golden triangle” (85% of global ultra-deep water

production occurs in this area). Suppliers of platforms, drilling and exploration

equipment and related services will benefit from this scenario, principally if they

have operations in Brazil.

Oil and Gas

Major Players

Óleo & Gás Domestic Opportunity:Infrastructure Projects

14

40.549

50.357

2005 2006

Breakdown of construction works (2006)

Total value of executed works (US$ Million)

+24%The sector is characterized by fragmentation and fierce competition.

The sector expects an upsurge in activity due to PAC, an especial program to

improve Brazilian infrastructure which includes public and private investments.

Heavy construction opportunities in Brazil include transportation (I.e., roads,

bridges, subways, airports, ports, railroads), energy and industrial parks, sanitation

systems, hotels, resorts, cultural and sports centers.

As the 2014 World Cup approaches, demand for heavy construction should

increase even more in each of the areas cited above, as Brazil will need to invest

hundreds of billions of dollars to build and upgrade facilities.

Infrastructure

Major Players

Infrastructure; 36,7%

Residential buildings;

19,1%

Industrial and commercial buildings;

21,9%

Others; 22,4%

Óleo & Gás

Another important driver for Indian BPO firms coming to Brazil are the many US and UK based clients with significant brazilian operations. Among them:

Serving Multi National Clients In Brazil

15

BPO - Players and Indian Firms in Brazil

Local Players

16

Indian Firms

Several local players have emerged to challenge the US and European based consulting/BPO players. Among the local leaders:

Since 2005, Brazil has been on the “radar” of Indian IT/BPO players, several of whom have entered the market, often through acquisition of local Brazilian firms:

IIII. Financing Options in Brazil

Favorable Regulatory Climate

Solid Legal System

Autonomous and Independent Entities

Autonomous Central Bank.

Independent entities, such as CVM (the Brazilian SEC), ANBID, BM&FBovespa and CBLC, are

responsible for regulating capital markets.

Special fund for PE/VC (FIP) created by CVM, which is similar to a Limited Partnership.

Foreign Investors benefit from federal and state tax incentives, such as tax exemptions on:

Dividends

Capital gains

Local fund transfers

For equipment supplied to certain industries and setting up business in certain states

New legislation contributes to make cross-border investments across jurisdictions more

comparable: Bankruptcy Law, Accounting Law 11.638 (requiring IFRS) and corporate governance

regulations.

Arbitration recognized as a valid procedure in Brazil and is commonly used in business contracts.

Brazil follows all recommendations of G30 regarding custody, settlements, payment system and

data security.


18

Tax Exemptions and Incentives for Foreign Investors

Óleo & Gás But Expensive Local Credit

19

Interest charged (% a.a.)

Source: Fiesp

High Capital Costs

World High Rates

While Brazilian prime rate (SELIC) has fallen, it still remains, at 8.75%a year, one of the highest in the world.

Brazilian banks charge high spreads, making most companies look to retained earning for working capital.

Regulatory costs costs for IPO’s also very high. Local bond marketis opening up, but Brazilian firms still face challenges.

40.4

35.135.4

42.4

0

5

10

15

20

25

30

35

40

45

Sep-08 Jan-09 Aug-09 Jan-10

Capital Cost (% a.a.)

109.1

14

11.9

0

2

4

6

8

10

12

14

16


Spread – Brasil (% a.a.)

25.126.3

30.5

26.4

0

5

10

15

20

25

30

35


Óleo & Gás BNDES Funding Options

20

Exports Funding

Industry Funding

InfrastructureFunding

Business andServices Funding

Industry has taken US$ 28,2 billions for project finance, notably the food and drink sector.

.

Infrastructure has taken US$ 21,6 billions in 2009, being US$ 2,4 billions given to roads construction and US$ 1 billion to the energy sector.

Business and Services has received US$ 7,7 billionsof the global total in 2009.

BNDES Fundings By Sector (%, 2009)

In 2009, BNDES has spent US$ 8,3 billions in exports financing, which representsan increase of 26% in comparison to 2008.

Source: Brasil.gov.br

Óleo & Gás Mumbai vs. São Paulo Exchanges

21

Source: BOVESPA and BSE

São Paulo

While they have comparable total market caps, the Mumbai Exchange has almost 10x the number of listed companies.

Brazilian hurdle – US$500 Million revenues.

545Listed

Companies

Total Market Cap.

US$ 1,283trillion

4977Listed

Companies

Total Market Cap.

US$ 1,355trillion

BOVESPA (Sao Paulo, Brazil) BSE (Mumbai, India)

Mumbai

Brazil - Fewer andBigger Firms

22

Brazil - The Private Equity Opportunity

Due to the current global financial crisis, Brazilians companies, 75% of which are still family-owned(including 10 of the 50 largest Brazilian companies), are having difficulty financing their working capital and other operations with debt or equity capital. In addition, due to its own ambition capital expenditure program, the Brazilian government competes with private companies to obtain debt financing.

There are only 80 to 100 private equity funds active in Brazil, and collectively only 4% of Brazil’s GDP is invested in private equity funds, significantly less than China (10%), India (13%), South Korea (37%) or South Africa (57%) and not enough to bridge the financing gap.

Due to the scarcity of capital and the flight from equity investments by many investors, privately-held companies are generally undervalued in Brazil, providing private equity investors with an excellent opportunity to acquire these targets at attractive prices. Attractive Valuations

Low Level of PE Competition

Credit Scarcity

23

Exit

Options

Investment

Opportunities

Mac

roec

onom

ics

Corporate G

overnance Standards

Regulatory and Legal Framework

Human Capital

The PE Puzzle Comes Together

5% 6%

28% 36%

20%24%

22%22%

25%12%

per Quantity per Amount

IPO Trade-Sale Secondary-Sale Buyback Write-Off/Down

Source: Monitor Group, PWC, FGV

912

2123

2004 2005 2006 2007Private Equity Backed IPOs in Brazil

…so PEs became much relevant in Brazilian M&A scenario

…enabled PEs to increasingly use IPOs as an exit strategyHowever, the growing liquidity of capital markets…

Capital Markets was not fully developed years ago…

389

573

718

11,2%6,7%

15,3%

2005 2006 2007

M&As in Brazil M&As backed by PE/VCs % of Transactions

26 64 110

Most Common Exit Strategies (1999-2004)

4.9924.126

2.0491.370

1.013662

19,5 27,4 33,348,2

177,1

94,6

2003 2004 2005 2006 2007 2008

Financial Volume (R$ Millions) Deal Volume (000s)

Viable Exit Strategies

24

25

Private Equity Backed Transactions in Brazil by Industry in 2007

Recent Cases of Success in Brazil

31%

24%11%

8%

9%

6%

6%5%

Shopping Malls Construction FoodTechnology Education RetailBanks Mining

Note: Includes direct and indirect transactions

31%

24%

14%

14%

12%

6% Others

Seed Capital

Late Stage Capital

PIPE

Start-Up

Growth Capital

Type of Investment

Source: Monitor Group, FGV

= Private Equity Opportunities

26

New MarketLevel 2Level 1Demands

XOnly ordinary stocks

XX100% Tag Along for ordinary stocks and minimum of 80% for preferred stocks

XVoting rights for preferred stocks in some issues

XXArbitration Chamber for solving partnership conflicts

XXTender Offer for every stock in circulationin case of capital closure or level changing

XXBalance Sheet according to US GAAP or IAS

XXAdministration Council with minimum of five members and yearly terms

XXXInclusion of the Demonstration of Cash Flow in the publicized results

XXXPublication of annual calendar of corporate events

XXXMake public the Shareholders Contract and Stock Options Programs

XXXTrimestral publication of consolidated results

XXXInformation of assets or derivatives negotiations from the company by controlling shareholders or directors

XXXPublic Offerings with mechanisms that favor capital dispersion

XXXMinimum Free Float of 25%

Levels of Corporate Governance in the Capital Market

Three agencies, BM&FBovespa, CVM and IBGC (Brazilian Institute for Corporate Governance), are responsible for the establishment and compliance with Corporate Governance standards by publicly traded companies. Currently there are five levels (Bovespa Mais, Traditional, Level 1, Level 2 and New Market) for listing stock on BM&FBovespa, three of which have Corporate Governance requirements (Level 1, Level 2 and New Market)

High Corporate Governance Standards

22.4

4.1 3.21.2 0.7 0.8

9.9

0.6

31.2

12.9

6

14.1

0.9

8.3

27.6

3.3

Daily Negotiated Volume ($MM) Before MigrationDaily Negotiated Volume ($MM) After Migration

11.2

18.8

4.8

11.1

EV/Ebitda 2008 P/E 2008New Market Others

Multiple Paid in IPOs in 2007

Impacts in Stock Liquidity After Migrating to New MarketIbovespa x IGC (Corporate Governance Index)

Source: McKinsey, Valor Economico, Economatica

Recent IPOs Distribution per Level

390

283

0

100200300400

500600700

800

jun/

01

jun/

02

jun/

03

jun/

04

jun/

05

jun/

06

jun/

07

jun/

08

IGC Ibovespa

71%

13%

15%1%

New Market Level 2Level 1 Traditional

And Premium Paid for Those Standards

27

Highlighted Successful PE / VC Exits

Company SectorNet Revenues 2006

(US$ MM)

Investment

(US$ MM)Time to Exit Estimated IRR in US$

Equatorial Energy 393 11 2 years

GOL Airline 1,746 26 1 year

TOTVS IT 161 16 < 1 year

Lupatech Drilling Equipment 100 10 4 years

DASA Medical Services 308 100 5 years

Submarino E-commerce 189 83 6 years

Gafisa Construction 305 78 9 years

TAM Airline 3,374 77 8 years

ALL Logistics 793 202 7 years

Akwan IT NA NA 4 years

Sé Supermercados Retail

Autotrac Logistics 122 2,5 7 years

Atrium Telecom 35 20.5 4 years

481%

242%

199%

40%

38%

36%

26%

22%

130%

32%

20%

IPO

sTr

ade-

Sal

es

Source: Monitor Group

Attractive Capital Returns

148%

117%

28

IIIIII. Recommendations to CII Committee


Regional Development Bank

Brazil/India PE Conference

Creation of an event that would connect and begin the exchange of ideas between players in

Indian and Brazilian PE markets and investment banking communities.

Recommendations

30

Total Amount Raised by PE Funds – 2009 Expected Increase in PE New Investors – 2010 (%)

Amount Invested in Projects – 2009

Take forward to initiatives suggested for cooperation between EXIM and BNDES to facilitate

access to trade finance for local firms in India, Brazil and LATAM region.

Facilitate access to information via local banking institutions.

IV. NLP IV. NLP TeamTeam CredentialsCredentials

Mergers and Aquisitions

Mergers and Acquisitions

NLP advises companies involved in asset or stock purchases or sales, mergers, joint ventures and other types of business associations, always striving to maximize the benefits for its clients.

NLP participates actively in the following stages:

1. Identifying sale, purchase and business association opportunities;

2. Mapping and contacting main targets or potentials investors;

3. Selecting or advising regarding the selection of qualified legal advisors and accountants;

4. Creating of an efficient transaction structure;

5. Preparing a valuation report or a fairness opinion regarding a third party valuation report or advising the client with respect to these matters;

6. Preparing business plans;

7. Coordinating and participating in management, legal and accounting due diligence and reviewing and commenting on due diligence reports;

8. Advising on or conducting negotiations;

9. Coordinating and participating in the closing of the operation.

Mergers and Aquisitions

JointJoint VenturesVenturesSector StudiesSector Studies

Mergers and Mergers and AcquisitionsAcquisitions

Strategic Strategic PositioningPositioning

32

Strategic Positioning


NLP has extensive experience in advising companies regarding their strategic positioning, identifying strategic decisions that increase the company’s competitiveness by focusing the company on its core business and developing its untapped or underutilized resources. Through economic and financial modeling, NLP analyzes the company’s competitive strengths and weaknesses, as well as market trends, in formulating a customized solution that will assist its clients to improve their market position and maximize shareholder value.

Through strategic positioning analysis, our clients have decided to take the following actions, among others:

1. Increase their funding through debt or equity;

2. Consolidate their market through mergers and acquisitions;

3. Conduct an Initial Public Offering (IPO);

4. Dispose of assets and/or divest;

5. Restructuring their holdings;

6. Enter into new niches/markets, frequently through joint ventures.


JointJoint VenturesVenturesSector StudiesSector Studies

Mergers and Mergers and AcquisitionsAcquisitions

StrategicStrategicPositioningPositioning

33

Capital Capital MarketsMarkets

MergersMergers andandAcquisitionsAcquisitions


Ownership Restructurings

It is common that company groups want to strengthen, extend or rebalance, from time to time, certain interests or rights in a company. NLP conceives and executes ownership restructuring processes to allow for the admission of new investors or to preserve the ownership structure of the company.

Cross Border JVs

NLP develops a detailed analysis of the economic and financial condition of the company, taking into account, among other aspects, its market positioning, its prospects as a going concern and the extent of liquidity of its assets. NLP works to establish terms and long term planning for effective JV structuring.

RestructuringsJoint Ventures

JointJoint VenturesVentures

34

Capital Markets

Market Analysis

Advisory in basic market analysis, based on strategic modeling to develop an investment thesis that maximizes the value of the company based on current market conditions.

Market Entry Strategies

Advisory in process of positioning for new market entrants. Analysis of acquisitions, JV and greenfield options. Tax and regulatory analysis, with sector specific focus.

Sector Specific Advisory

NLP Consultants has specific sector knowledge and expertise in sectors such as Brazilian energy, oil and gas, offshore, IT-BPO, and BPO for Healthcare and Insurance.

Sector Studies

JointJoint VenturesVenturesSector Sector StudiesStudies

MergersMergers andandAcquisitionsAcquisitions


35

Miguel Lawson

NLP Consultants Inc.

Managing DirectorMr. Stepan has more than fifteen years experience sourcing and structuring deals in Brazil, Latin America, US, and India for US and Brazilian firms. Education includes BA with honors from Brown University in USA and MBA in Finance at IBMEC/RJ in Brazil.

Head of Legal AffairsMr. Lawson is a graduate of Harvard Law School, and has more than ten years experience as an attorney working in capital markets and cross border transactions in Brazil with White and Case LLP and Clifford Chance LLP. Before moving to Brazil, Mr. Lawson worked in Washington DC in international and corporate law for Steptoe & Johnson.

Brazil/India Business DevelopmentMr. Sethi is an Indian national with more than 20 years experience working in Brazil and South America. Mr. Sethi is Vice-President of the Brazil India Chamber of Commerce of Rio de Janeiro (CCBI-RJ). Mr. Sethi is an engineer who completed his post-graduate education in Marine Insurance at Lloyd’s and Marine Maritime University in Sweden and MBA in Finance at IBMEC/RJ in Brazil.

Adam Stepan

36

Atul Sethi

Mauricio Rocha Neves

Alberto Machado Neto

Tax and Regulatory IssuesMr. Neves is certified public accountant and auditor who has worked at MPMG and Deloitte Touche Tohmatsu, as well as serving as an independent auditor for companies such as Transpetro S.A. and Petrobras. Mr. Neves has worked as financial director of Stolt Comex Seaway, and as a special consultant to the President of Transpetro SA, controller of the Endessa Group and is currently on the independent auditors committee of Perdigao S.A. and Transenergia Renovável S.A.

Special Adivsor – Oil and GasMr. Machado Neto is currently the executive director of the oil and gás and petrochemical divisions of the Brazilian association of Machine and Equipment Manufacturers – ABIMAQ. Before joining ABIMAQ, Mr. Machado Neto was supervisor od the National Organization of Petroleum Companies, ONIP, and general manager of procurement at Petrobras, where he worked 29 years.

37

NLP Consultants Inc.

NLP Partners

NLP has strategic partnerships with top legal and accounting firms with experience in Brazil/India transactions.

Among them:

Brazil based law firm with experience in international law, Mergers and Acquisitions and structuring of Joint Ventures.

Leading Indian law firm.

One of the most respected consulting and accounting firms. With offices in both Brazil and India, provides independent due diligence and valuation services for M&A and JV operations.

38

Credentials – NLP Consultants

39

http://www.brasilsupply.com.br/index.htm

This presentation and the information contained herein does not constitute or form part of an offer for sale or subscription or an invitation or solicitation of an offer to subscribe for, purchase or exchange any securities, and neither this document nor anything contained herein shall form the basis of any contract or commitment whatsoever. Nothing herein constitutes an offer of securities to the public within the United Kingdom within the meaning of the public offer of securities regulations 1995. Any decision to subscribe for, purchase or exchange securities in any offering must be made solely on the basis of the information contained in a final information memorandum to be issued by NLP Consultants Inc. or its affiliate (the “Company”) in connection with any such offering and not on this presentation or the contents hereof.

This presentation and the information contained herein is strictly confidential, is being provided to you solely for your information, may not be distributed to the press or other media and may not be reproduced in any form or redistributed or passed on, directly or indirectly, to any other person, in whole or in part, for any purpose. Failure to comply with these restrictions may constitute a violation of U.S. and other securities laws.

To the best of the knowledge and belief of the Company, the information contained herein (other than projections and other forward-looking statements contained herein that the Company believes to be reasonable) is accurate in all material respects and is not misleading in any material respect. This presentation includes “forward-looking statements,” as this term is defined in the Private Securities Litigation Reform Act of 1995, in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include, without limitation, any statements that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words like “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate,”“potential” or any other words or phrases of similar meaning. Such statements are subject to a number of important factors that could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in this presentation. The Company does not undertake to update these forward-looking statements unless required by law.

This presentation and its contents are proprietary information and may not be reproduced or otherwise disseminated in whole or in part without the Company’s prior written consent.

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