Lotus Capital: An Introduction – Strictly Private & Confidential– Lotus Capital: An Introduction

HarnessingHarnessing cross–border cross–border Transactional Transactional BusinessesBusinesses

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Lotus Capital: An Lotus Capital: An OverviewOverview

Boutique investment & advisory firm that seeks to leverage India’s competitiveness & market potential incl. cross-border growth opportunities

Aims to service clients through the following broad practice areas:

Entrepreneurial team with cross–border, cross–cultural operational & investment experience– Team includes private equity specialists, investment bankers & senior corporate

executives with decades of work experience gained with Fortune 500 firms, investment banks, across USA, UK, India & Middle East

– Successful track record in M&A, capital raise, financial restructuring, private equity & structured investments, IPOs & secondary offerings, buy-outs & strategic sale, India entry, JVs, sales & business development

– Expertise includes: short-listing potential targets/acquirers, assisting in due diligence, valuation, pitch preparation, negotiation, evaluating/issuing term sheets, deal structuring & support for transaction closure

Value Proposition– Strong local network with corporate leaders, institutions, investment community

& governmental agencies– Hands-on “Feet–On–The Street” approach to align with clients to succeed in

complex market environments– India-centric, cross-border experience enables us to be a value-add partner to

overseas cos./investors by assisting in creating appropriate & tax efficient structures for M&A transactions & capital raise initiatives

– Ability to advise foreign firms in charting a successful India-centric strategy, for accelerated growth & risk mitigation

– Investment Banking

– India Entry Advisory

– Asset Management

– Outsourcing Advisory Services

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Our Service Offerings: An Our Service Offerings: An OverviewOverview

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Cross-Border Transactions Cross-Border Transactions on the Riseon the Rise

Technology SectorTechnology Sector

Key Areas: internet services, BPO, niche solutions/ applications, IT Consulting & Services, infrastructure mgmt. services, engineering services etc.

FY11: 93% was cross-

border

Cross-border TransactionsCross-border Transactions84% of

total deal value

9 out of top 10 deals announced in FY11 were cross-border & USA accounted for 43% of mid-market transactions

India being a growth play, outlook on M&A/PE transactions for mid-market is considered to be bullish for the next several years & with foreign firms being able to extract significant synergies from their M&A,

There are myriad opportunities to collectively serve USA & Indian entities in the mid-market segment for cross–border M&A & capital raise

transactions

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Potential Opportunities for Potential Opportunities for TransactionsTransactions

IT/IT ServicesIndian IT industry is estd. to grow to $ 285 bn by 2020 from $ 12.8bn in 2004M&A in IT was $ 2bn in FY11, set to increase significantly

Pharmaceuticals India is world's 3rd largest market by

volume Estd. to grow to $ 55-70bn by 2020 5 new opportunities will capture 45%

of the market by 2020 Patented products, consumer

healthcare, biologics, vaccines & public health

eCommerce Online retail market to be S

1.43bn estd. by 2015, 250% growth rate

80mn internet users, 7% penetration; estd. to be 376mn by 2015

No. of transacting users estd. to 38mn by 2015 (from 8-10mn currently)

Healthcare Estd. To grow to $ 280bn by 2020 Underserved market, burgeoning

population, increased disposable income & rise of lifestyle diseases are propelling growth

Clean Technology Market estd. to touch $ 135bn by

2020 Energy efficiency market estd to

treble to more than US 77bn by 2020 Estd. to support 10.5mn green jobs

in 10 years as investments in energy efficiency & renewable energy technologies soar

Media & EntertainmentMarket estd. to be $ 28bn by 2015Digital & internet technologies increase to influence leading to a sea change in consumer behaviour across all segments

BFSI Total bank advances estd. at $ 8.2

trillion by 2020, of which infrastructure & mortgage is to account for 25%

Investment banking to increase 10x

Banking, Financial Services, Insurance, Corporate Finance Advisory

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Investment Banking Investment Banking ServicesServices

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Asset Management Asset Management ServicesServices

Conceptualize & originate alternate investment products aligned with our clients’ objectives

Structure investment vehicle to balance risk-reward, prepare placement documents, & conduct road–shows, negotiate placement terms & assist in transaction closure

Identify investment opportunities that can benefit from investment & management value add role in increasing operating efficiencies & margin expansion, leading to enhanced shareholder value

Render investment management advise from deal origination, negotiations, structuring, investment entry, monitoring and exit

Align interest, as a manger, with investment performance over a period of time

We specialize in creating sector–focussed alternative investment products for investors who seek to

participate in India’s growth story

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Unique Positioning & Value Unique Positioning & Value PropositionProposition

Extensive domestic & international experience in advising & executing complex cross-border transactions to generate value for stakeholders

Hands-on knowledge & understanding of raising cross-border, sector-specific/ theme-based private & listed funds

Substantial equity investment in cos. with “India-centric” thesis, from deal identification to investment exit

Board memberships: assisting portfolio cos. to chart strategic growth initiatives

Evaluated 200+ transactions, incl. in Business Services & Hospitality sectors

Led several India-focused direct equity investments, with 35%+ avg. IRR over 3-5 years avg. holding period

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Unique positioning with a partnership approach with clients

Well networked in India with corporate entities at decision making levels for generating strong deal flow & efficient turnaround

Access to governmental agencies/institutions policy advise/liasoning if reqd.

“Feet on the Street” approach, led by a very senior team with unique combination of complementary skills

Successfully led JVs in India with global majors: Cray, Digital GlobalSoft, Schiller AG, Tektronix etc.

Top management & board positions in public & private cos.

Consultative approach with clients, having assisted high-growth entities in organic/ inorganic growth strategy

Build sales & marketing strategy & led cos. which achieved business excellence

Advised cos. across sectors such as Infrastructure, Business Services, Technology, eCommerce etc.

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Our Team IncludesOur Team Includes

LM Singh Over 20 years cross-cultural global work experience covering private equity

investments, buy outs, turnaround situations and audit & control across Middle East, North America, Europe & India

Significant investment, operational & transactional experience as well as deeply entrenched network with large as well mid-market entities across sectors for access to quality deal flow

Led several India-focused direct equity investments, with average IRR exceeding 35% over avg. holding period of 3–5 years (invested $ 45mn with exit values in excess of $ 110mn)

Co-sponsored $ 40.4mn structured investment vehicle, TransTech Services Partners Inc., to make control investments in Business Services cos. & improve operating efficiencies by leveraging India’s competitiveness

Former President & Country Head, TAIB Securities, New York & London, affiliates of TAIB Bank, Bahrain Boutique firm, with $ 1bn+ AUM, part of Dubai Financial Group; operating in India, Persian

Gulf, Europe & USA

Key team member involved in structuring, marketing & managing The Everest Fund at TAIB Bank (open-ended fund that invested in Indian listed securities; Micropal ranked it as Best Performing in its Category)

Set up a cross-border investment bank & advisory firm based in India, which was acquired by a large European bank, with a total asset base of over €58bn

Graduate B.Com (Hons), SRCC, Delhi University); Chartered Accountant (FCA), IIA (USA), CISA (USA)

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Our Team IncludesOur Team Includes

Suresh Rajpal Over 35 years of senior executive global experience in U.S., Asia Pacific and India Founder/President of HP India – strategically led HP into Asia/India markets

Generated revenue of $ 1.6bn+ (1984-88) as Director of Sales, Marketing & Support Hewlett-Packard (HP) Asia

Led HP India since inception (1989-99) as Country head, President & CEO of HP India Was responsible for positioning HP as a leading player in India and grew revenues to $

200mn+ Under him, Co. achieved the highest award for business excellence in India, the CII

EXIM Award for Business Excellence (equivalent to the Deming prize in Japan & the Malcolm Baldrige in the US)

Recipient of Ernst & Young’s Entrepreneur of the Year Award for India in 2000 (for companies started in previous 3 years)

Recipient of US ambassador’s award for extraordinary service to American businesses in India as the President of American Business Council

Electrical Engineer, IIT–BHU, India; MBA, York University, Toronto, Canada

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Our Team IncludesOur Team Includes

Hemant Sonawala One of India’s IT industry’s pioneers; 40 years experience incubating cos., & leading

JVs with multi-nationals: Digital Equipment Corporation, USA; Tektronix, Inc., USA; Schiller AG, Switzerland,

among others

Vice-Chairman Digital GlobalSoft – a leading software services company Awarded the Lifetime Achievement awards by Computer Society of India &

Dataquest Extensive corporate governance experience as Board member of public companies Founder, Patron Member, Past President & member of various industry bodies incl.:

Indo-American Chamber of Commerce, Computer Society of India, IEEE-USA, Indian Science Congress Association etc.

Honorary Citizen of the State of Washington conferred by Secretary of State Sam Reed

M.S.E.E. from University of Washington, Seattle, Washington, USA

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Our Team IncludesOur Team IncludesAmitabh Singh Extensive Expereince of around 18 years in the IT/Telecom Industry across

Geoghraphies. Specialisation and expertise in the domains of Strategy,Deal –Making ,Pricing ,Alliiance

management,Business

Development etc

Have dealt with various group holdings in the Telecom sector at the Board/CXO levels in the EMEA/APAC regions.

Held senior level positions with Companies like NSN/Nokia/Huawei/Reliance /Airtel etc.

Generated revenues close to 1 billion USD during senior sales roles with Huawei and NSN.

Have successfully initiated and managed partnerships and alliances on behalf of NSN/Huawei with Companies like IBM/Gartner/Accenture/Tech Mahendra/Infosys etc

A Economics graduate along with a MBA in International business.

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Representative Transactional Representative Transactional ExperienceExperience

2007

Acquisition of 20% stake by

Includes prior expeince of the team

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Representative Investment Representative Investment ExperienceExperience

Asset Management

ProductRationale, Role played and Outcome

Consolidation in the Business Services sector vide a listed entity

Raised $ 40.40mn in equity capital, with option for additional $ 25mn, from institutional investors in USA/Europe through a listed structure; to execute control investments in operating IT/BPO entities, which could benefit from India’s cost arbitrage & market access

Aim: leverage the team’s value-add operating & investment experience in assisting IT/BPO firms, for productivity improvement & margin expansion initiatives, by leveraging India’s delivery capability, & also for seeking consolidation opportunities through the public entity.

Our role included: conceptualize investment thesis, sponsor, assimilate a marquee team & advisors, conduct road shows, fund raising & managing the listed entity.

The team leveraged its strong institutional/corporate network for access to quality deal flow; evaluated 200+ potential targets incl. conducting due diligence, valuations, negotiation & structuring investments

Finalized acquisition target & led it through regulatory clearances; however, post 2008 global meltdown, which led to unrealistic investor’s risk-return expectations, the sponsors decided not to invest any further funds & liquidated the structure.

The Everest Fund(Listed Securities Fund)

Fund was the 1st FII investor in India for listed securities from the Middle East

Key team member involved in structuring, marketing & management of the open-ended fund launched by TAIB Bank (part of the Dubai Financial Group)

Primarily invested in listed, high-growth Indian cos., with a specific focus on the Services sector

The Fund was ranked by Micropal as the Best Performing in its Category

Includes prior experience of the team

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Representative Advisory Representative Advisory ExperienceExperience

Corporate Advisory, India Entry Strategy

2007

Includes prior experience of the team

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Representative Advisory Representative Advisory ExperienceExperience

Corporate Advisory, India Entry Strategy

2007

Includes prior experience of the team

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Thank YouThank You

LM Singh+91 98113 48489 (India

Cell)

lmsingh@usa.net lmsingh@lotuscapital.in

Level 4, Rectangle 1,Commercial Complex, D–4 Saket

New Delhi–110017

www.lotuscapital.in