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Directors: Diarmuid McAuliffe, Bipin Jha & Timothy D Freeman. Non-Executive Directors: John W Cutts & Jonathan JL Driscoll Company Registration Number 563152 Registered Office: 2 Argyle Square, Donnybrook, Dublin 4, Ireland Insomast Management Ltd is a wholly-owned subsidiary of Insomast (Holdings) Ltd * * Insomast (Holdings) Ltd is temporarily listed as "Innovative Lighting & Financing Solutions Ltd" under company number 563152 in Ireland Company Profile Insomast Management Ltd (ISM) 1. Structure and purpose of the ISM Group 1.1. Insomast (Holdings) Ltd (“HoldCo”) is registered in Dublin, Republic of Ireland under Company Number 563152. 1.2. Insomast Management Ltd (“ISM” and jointly with Holdco the “ISM Group”) is a wholly- owned Indian subsidiary of HoldCo. ISM will seek ISO 9001 (2015) for the benefit of all stakeholders involved in those transactions it pursues. 1.3. The ISM Group comprises of experts from the fields of finance, renewable energy and real estate and has been created as a vertically integrated international investment management platform with access to substantial sources of capital funding, aligned with dedicated in-house operational expertise providing an unrivalled offering within the Indi- an telecoms, renewable energy and infrastructure market. 1.4. HoldCo invests in partnership with its institutional investor partners to enhance the value of the projects secured locally by ISM, which sources and develops new investment possibilities in this sector and closely monitors ISM Group’s existing portfolio of com- pleted installations. 1.5. ISM Group’s aim is to build upon management’s close working relationships with the In- dian tower companies to become the largest installer of hybrid power solutions in the Indian sub-continent, whilst developing associated renewable energy and long-tem funding solutions for large-scale applications across the market. 1.6. ISM will be working with existing, proven companies in the sector, to ensure the opera- tional efficiency and security of our sites are maintained to the highest levels and so to ensure clarity of service and dependability of returns for all of ISM Group’s partners. Our Group Handbook and Policies Documents are available on request. ISM Insomast Management Ltd. Top Floor, Sco 77 Gilco Valley, Kharar, Punjab 140301, India Tel.: +91-160-5000158 Mobile: +91-9888697313 e-mail: [email protected]

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Directors: Diarmuid McAuliffe, Bipin Jha & Timothy D Freeman.

Non-Executive Directors: John W Cutts & Jonathan JL Driscoll

Company Registration Number 563152 Registered Office: 2 Argyle Square, Donnybrook, Dublin 4, Ireland Insomast Management Ltd is a wholly-owned subsidiary of Insomast (Holdings) Ltd *

* Insomast (Holdings) Ltd is temporarily listed as "Innovative Lighting & Financing Solutions Ltd" under company number 563152 in Ireland

Company Profile Insomast Management Ltd (ISM) 1. Structure and purpose of the ISM Group 1.1. Insomast (Holdings) Ltd (“HoldCo”) is registered in Dublin, Republic of Ireland under

Company Number 563152. 1.2. Insomast Management Ltd (“ISM” and jointly with Holdco the “ISM Group”) is a wholly-

owned Indian subsidiary of HoldCo. ISM will seek ISO 9001 (2015) for the benefit of all stakeholders involved in those transactions it pursues.

1.3. The ISM Group comprises of experts from the fields of finance, renewable energy and

real estate and has been created as a vertically integrated international investment management platform with access to substantial sources of capital funding, aligned with dedicated in-house operational expertise providing an unrivalled offering within the Indi-an telecoms, renewable energy and infrastructure market.

1.4. HoldCo invests in partnership with its institutional investor partners to enhance the value

of the projects secured locally by ISM, which sources and develops new investment possibilities in this sector and closely monitors ISM Group’s existing portfolio of com-pleted installations.

1.5. ISM Group’s aim is to build upon management’s close working relationships with the In-

dian tower companies to become the largest installer of hybrid power solutions in the Indian sub-continent, whilst developing associated renewable energy and long-tem funding solutions for large-scale applications across the market.

1.6. ISM will be working with existing, proven companies in the sector, to ensure the opera-

tional efficiency and security of our sites are maintained to the highest levels and so to ensure clarity of service and dependability of returns for all of ISM Group’s partners. Our Group Handbook and Policies Documents are available on request.

ISM Insomast Management Ltd.

Top Floor, Sco 77 Gilco Valley, Kharar, Punjab 140301, India

Tel.: +91-160-5000158 Mobile: +91-9888697313

e-mail: [email protected]

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2. ISM Group’s business plan 2.1. ISM Group has been formed to provide an institutional-quality gateway for international

capital investors seeking to participate in the developing infrastructure opportunities arising from the need to service the Indian sub-continent market’s growing demand for the provision of solar photo-voltaic / battery hybrid energy solutions for off-grid and par-tial-grid mobile phone telecoms masts.

2.2. ISM Group has internal funding ready for the installation of an initial 50 towers, permit-

ting it to perfect its internal procedures and to demonstrate a local sourcing and on-going management capability in this growth market sector. On the strength of this initial track record, ISM Group’s Board expects to be in a position within some 6 months to secure substantial follow-on capital commitments from the institutional investment part-ners with whom the Board is in regular contact for its other activities.

2.3. ISM Group’s target is to have sourced, funded and delivered in excess of USD 100 Mil-

lion of gross assets, which it would continue to manage long-term, within an initial peri-od of ca 3 years. Thereafter, the company business plan calls for substantial on-going growth, with the expectation of a diversification into tower ownership and further related investment and service areas. This may lead to the acquisition of shareholdings within best-of-breed local service providers in specialist fields in due course, as a way of keep-ing pace with the expected momentum growth of the portfolio’s growth, whilst maintain-ing rigid budgetary and operational controls.

2.4. Through existing sector contacts and our own market research, we have identified that

the industry requires an energy solution in volume to reduce diesel emissions, mainte-nance and theft. There is also a demonstrable political will to assist in this transfor-mation, at a time when mobile phone penetration in the Indian sub-continent is growing at over 20% annually.

2.5. As a rapidly expanding economy with ever-increasing requirements for mobile telepho-

ny services, the need to provide a low carbon energy supply for the masts is increasing and no single company can service the whole industry due to the scale of operations required, as well as the level of capital injection needed to support this change in the underlying infrastructure of India.

2.6. Whilst technology is ever moving forward, currently we believe that the hybrid renewa-

ble-focused approach delivers the best solution for both the tower companies and our investors.

2.7. ISM has been deliberately structured “management heavy” at Board level as we see the

primary challenge going forward in the up-scaling of operations on a national level. In order to become the “go-to” company in this sector, it is vital that we have an efficient organisational structure and growth programme in place from day one.

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2.8. The Board of Directors brings vast international experience and expertise to building up such companies. Key to this is access to international infrastructure funds and invest-ment partners who can provide funding on a level that enables ISM to become an im-portant sector business. With our strong Indian team and partners, we offer a unique combination of skill sets that will deliver a first class service.

2.9. From the outset, ISM will be seeking ISO 9001 (2008) standards, for which Bipin Jha

has already achieved accreditation in London, from the outset. Our aim is to achieve the current standard (2015) within 12 months. This will demonstrate to all stakeholders that we have robust, auditable management and operational procedures in place that will help us deliver a first class service to our stakeholders.

2.10. Our key collaboration with Preserve Tele India means that we can deliver a proven track

record for on-going site maintenance, security and monitoring to ensure that assets are maintained at their highest level throughout the term of our contractual obligations and beyond.

3. Scope of Operations 3.1. ISM is initially concentrating on the delivery of core services as follows:

3.1.1. Site installation of hybrid PV energy systems to specification 3.1.2. Preventative and corrective maintenance 3.1.3. Annual maintenance of diesel generator set, hybrid-pv solution and associated

equipment 3.1.4. Fuel (diesel) management 3.1.5. Electricity bill management 3.1.6. NOC 3.1.7. Site optimisation (of the power supply) 3.1.8. Site security and monitoring

3.2. We plan to develop our service offering once ISM is established as the preferred hybrid-

energy supplier, to encompass a complete tower service including:

3.2.1. Site acquisition 3.2.2. Tower construction 3.2.3. Site construction 3.2.4. Site electrification

3.3. Our key collaboration with Preserve Tele India means that we can deliver a proven track

record for on-going site maintenance, security and monitoring to ensure that assets are maintained at their highest level throughout the duration of the contract.

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4. ISM Group’s Board 4.1 ISM Group has five Group Board members and an additional Executive Directors at In-

dian level: 4.2 Bipin Jha

Joint Managing Director – Group Managing Director of Work Work Ltd., and Install Install Ltd. www.workworkltd.com

Bipin grew up in Kolkata and has wide and varied business ex-perience in his home country as well as London. Bipin qualified at Post Graduate level in Management at the University of Sur-rey, after which he started and manages Work Work Ltd in 2006. Work Work Ltd delivers carbon-reducing solutions for home-owners and industry. They are a Green Deal Provider working directly with the “Big 6” energy companies in the UK to achieve quantifiable carbon re-ductions for UK CO2 emissions and hold the valued ISO 9001 (2015) accreditation. Bipin has trained in management with the Radisson Group of Hotels and in energy sales with Scottish and Southern Electrici-ty and BG (British Gas). Bipin will be primarily responsible for the hands-on manage-ment and implementation of the Indian operations.

4.3 Tim Freeman MBA Joint Managing Director – Group

Tim owns and runs two companies in the UK, concentrating on energy efficiency in the built environment and as a consultant. Tim acquired his MBA from Westminster University in 1998 and has worked with Bipin on numerous renewable energy projects in the UK. He has experience of the design, delivery, handover and post-handover management of installations from individual domestic units to commercial photovoltaic fields.

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Tim’s role is to oversee the organisational and strategic devel-opment of ISM, working alongside Bipin and the other Board members.

4.4 Anterpreet Singh

Executive Director, India

Anter Singh is the day-to-day Operations Manager and Install Director of Insomast Management Ltd, based in Chandigarh. Anter has worked with Bipin since 2007 in the renewables sec-tor, both in London and India. Anter has a Masters Degree in International Business from the London Metropolitan University and has been a business ana-lyst for Millinium Communication (Mississuaga, Canada). He has also worked as a SAP SD consultant in London. Anter is primarily responsible for overseeing the logistics and on-site delivery of all CapEx installations, as well as for co-ordinating service delivery and OpEx, budgeting and contract control with our maintenance, security and monitoring partner, Preserve Tele Pvt India.

4.5 Bipin, Anter and Tim are the core management team in India of Insomast Management

Ltd, supported by the local team and with back-up from the Group Board. 4.6 Diarmuid McAuliffe

Executive Chairman of HoldCo in Ireland Managing Director of Mespil Leasing and Finance Ltd www.mespil.ie

Diarmuid has worked at a senior level within banking and finan-cial services for over 25 years. Within international banks, he covered credit card services and retail banking including mort-gage lending with a primary focus on commercial leasing and asset finance. In 2002 he set up his own bespoke finance house, building up a portfolio of commercial clients with diverse borrowing, property investment and equipment leasing requirements and has closed transactions across Europe as well as in US and China. In many of these transactions, Diarmuid has remained actively

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involved in preparing exit events on behalf of clients. His partic-ular focus has been in the property, healthcare and renewable energy sectors. His strong banking connections in Ireland and internationally have been a key element of his success. In 2012 Diarmuid joined forces with Jonathan Driscoll and set up the Irish wing of the Bream Real Estate Group. Through this venture they have become involved in several large property transactions acting as the local property specialists adding value to programmatic and opportunistic investment partnerships. Diarmuid has a strong entrepreneurial bias and is currently a Director and shareholder in several companies including the Arizun Property Funds, Solar Ventures and Mespil Private Equity. Diarmuid is a graduate of the Dublin Institute of Technology and a Fellow of the Sales Institute of Ireland. He is an Approved Product Advisor with accreditation from University College Dublin.

4.7 John W Cutts

Non-Executive Director of HoldCo in Ireland CEO and Founder of Pall Mall Capital Limited, London www.pallmallcapital.com

With over 30 years in the business, John has a wealth of expe-rience as an international investment banker. His particular fo-cus is on the execution of complex cross-border transactions. He is currently completing deals in Germany, UK and China. After starting work as an engineer at Rolls Royce and a period in European property asset management, John joined Amster-dam Rotterdam Bank where he worked with George Loudon (who is now non-Executive Chairman of Pall Mall Capital) be-fore becoming Managing Director & Head of Corporate Finance at EBC Amro Bank in 1985. Following a period as Executive Director of European Mergers & Acquisitions at Samuel Montagu & Co, John was appointed Head of European Corporate Finance at the West LB Group. John then acquired and re-capitalised Pall Mall Capital in 2000 together with George Loudon as the non-Executive Chairman. John has a degree from the University of Sussex and an MBA with distinction from INSEAD. John sits on INSEAD’s Interna-tional Council.

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John also serves as: • Chairman of Integrity Action (NGO tackling corruption) • Chairman of MIE Medical Research Limited (Measuring

Human Fitness) • Chairman of Aliquantum plc (South Eastern European

Hydropower) John is extremely well known in the City of London having en-joyed a long career in finance.

4.8 Jonathan JL Driscoll

Non-Executive Director of HoldCo in Ireland CEO of the Bream Real Estate Group www.breamrealestate.com

Jonathan has 30 years’ experience of direct and indirect real estate investment, development and management and has lived in 5 European countries. He ran market-leading office and retail projects in France & Germany, developed the first logistics park in Czech and co-founded the e-Shelter data-centre busi-ness on the largest campus in Europe housing the ECB, as well as sourcing, controlling and reporting on equity investments into property transactions, management companies, cinema chains and other operating businesses. Since 1998, Jonathan has sourced, executed upon business plans and co-invested with hedge funds and other institutions in value-investment and event-driven strategies throughout Eu-rope. In 2007, he founded the Bream Real Estate Group of as-set management businesses and now has local teams in 10 countries, acting as the local property specialist teams along-side institutional capital partners for value-add and opportunistic transactions, with a deep understanding of institutional-quality reporting requirements. Jonathan has a track record of growing start-up businesses in many fields and geographies, as well as demonstrating a keen sense of market timing and a substantial network. He has been instrumental in the early-stage investment and management of operational start-ups in the healthcare, data storage, solar en-ergy and tourism/leisure sectors. Jonathan serves as a Non-Executive Director of various private property investment vehicles on behalf of institutional capital partners across Europe, as well as the Snapbid online hotel reservation platform and the Sonar Capital Cuban tourism busi-

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ness. He is a Senior Adviser to Pall Mall Capital and to Mespil Private Equity. He stepped down as NED of Oneview Healthcare PLC immediately prior to its IPO on the Sydney Stock Exchange in March 2016. He holds a BA (Hons) from King's College London, is a Member of the Royal Institution of Chartered Surveyors (MRICS) and an FCA-qualified Corporate Finance Rep.

5. ISM’s Service Company Partners. 5.1. ISM’s Indian service partners will form an important part in the delivery of the market-

leading operational expertise and certainty integral to the expectations of ISM Group’s investment partners across its portfolio of investment assets. As a result, ISM has care-fully selected its initial partners as set out below.

5.2 Energy Saving Corporation (ESC) www.energysavingcorporation.com

Showroom 513, Basement, Opposite Gurudwara Sahib, Mundi Kharar, Dist, Sas Nagar, Mohali, Punjab 140301 e-mail: [email protected] 5.2.1 ESC has been trading for 3 years in Chandigarh carrying out commercial instal-

lations of solar photovoltaic installations across a range of applications. The ESC’s Management Board has over 15 years’ experience in the renewable en-ergy sector and has delivered various domestic and commercial solar photovol-taic installations over the last 2 years.

5.2.2 As our installation partners, ESC provides cutting-edge technical know-how and

a proven track record. ESC will be the procurement arm of ISM, and as such will be responsible for ensuring that equipment is correctly specified and for en-suring the logistics of deliveries to site.

5.3 Preserve Tele India Pvt Ltd www.preserveteleindia.com

1026, Sector -15, Part-2 Gurgaon -122001, Haryana Ph: 124 4044461 E-mail: [email protected]

5.3.1 Preserve is an established, respected business with a specialisation in provid-

ing facility management services to the telecoms industry across much of India. Their particular responsibilities will include:

• 24 x 7 site security • Site monitoring and surveillance • On-site maintenance of the hybrid energy installations • Planned preventative maintenance of the equipment

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• Fuel management • Rent collections

5.3.2 Working closely with Preserve’s Managing Director Vikas Kumar, ISM antici-

pates aligning its initial portfolio with Preserve’s regional penetration in order to deliver a cost-effective, well-managed and professional service to all of our stakeholders.

5.3.3 Collectively, we will work to local regulatory requirements, with the ultimate tar-

gets of (i) delivering zero down-time under all of our mast operation contracts and (ii) providing an exceptional level of investment return and certainty to our capital partners.

By: ISM Group Board Dublin, 12th August 2016