1. All rights reserved All rights reserved | Preliminary & Tentative | Draft for discussion purpose Visual Identity Guidelines for PPT Presentation| 1 C h a l l e n g e U s

2. All rights reserved | Preliminary & Tentative UNLOCKING VALUE THROUGH BUSINESS REORGANISATION Fund RaisingHolding structureOperating structureKey learnings BMR Advisors October 11, 2013 Bobby Parikh Partner

3. All rights reserved All rights reserved | Preliminary & Tentative Funding options | 3 Unlocking value through business reorganization Own funds Friends and relatives Borrowing from Financial Institutions Venture Capital Funding Equity funding IPO

4. All rights reserved All rights reserved | Preliminary & Tentative Reorganizing shareholding structure – key considerations | 4 Unlocking value through business reorganization Tax optimization now Future exit considerations

5. All rights reserved All rights reserved | Preliminary & Tentative Shares held by corporate entities Inter-se transfers to align shareholding with desired split of sale consideration Share valuations – tax, exchange control, company law? Can I build capital overseas? Post dilution, control within promoter group Ease of entering into put / call arrangements for future exit Future wealth / inheritance planning Reorganizing shareholding structure – key issues | 5 Unlocking value through business reorganization

6. All rights reserved All rights reserved | Preliminary & Tentative Reorganizing operating structure – key considerations | 6 Unlocking value through business reorganization Consolidation of businesses across entities Hiving-off businesses that will not be part of the transaction Taking out property / land Preservation of tax losses / tax incentives Taking out surplus cash

7. All rights reserved All rights reserved | Preliminary & Tentative Choice of tool for consolidation / separation Conversion of entities Anti-abuse provisions New company law requirements Transfer of land Tax losses Tax incentives Licenses, rights, permissions | 7 Reorganizing operating structure – key issues Unlocking value through business reorganization

8. All rights reserved All rights reserved | Preliminary & Tentative | Draft for discussion purpose Key Learnings Advance planning Commercial basis Assessments Unlocking value through business reorganization | 8

9. All rights reserved All rights reserved | Preliminary & Tentative | Draft for discussion purpose Visual Identity Guidelines for PPT Presentation| 9 C h a l l e n g e U s