VALUED INSIGHTS. TRUSTED EXPERIENCES.

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1 VALUED INSIGHTS. TRUSTED EXPERIENCES.

2 The Tangram is an ancient game of dynamism, adaptability and creativity which calls for an exceptional ability to foresee solutions ahead of others. JM Financial mirrors the qualities of the Tangram. By adopting the same values into our work culture, our group has gained recognition as being a distinct, resilient and dominant financial force. Why The Tangram?

3 Pioneering Strategies US JM Financial is one of India s prominent financial services groups, specialising in providing a spectrum of businesses to corporations, financial institutions, high net-worth individuals and retail investors. We are known for our diverse businesses such as Investment Banking, Equity, Debt, Commodity Sales and Trading, Wealth Management, Portfolio Management Services, Asset Management, Alternative Asset Management, Financing and Lending and Distressed Asset Management. We have pioneered several strategies and transactions for a wide client base spread across geographies and thus developed rich experience and expertise. Every idea is unique to the need of the client and supported by superior execution to deliver maximum benefits. In the course of our journey, we have partnered with several top Indian and International corporate houses and gained their trust and confidence. Our well established processes ensure total confidentiality for all our clients, thereby giving them absolute confidence on conflict management and maintenance of confidentiality. We are a skilled team of professionals who bring varied talents, knowledge and experience to the workplace, contributing greatly to the growth of our businesses. Our group is proud to have won several national and international accolades for our insightful advice and execution skills. We are driven to give back to society by supporting causes related to education, health care, skill development, entrepreneurship promotion, disaster relief and animal welfare. Our Guiding Principles Client Focus Integrity Innovation Partnership Team Work Implementation Performance

4 Leadership We are committed to promoting a dynamic workforce wherein challenges are met with skill and enthusiasm. Trust is the pivot of our business, while integrity, teamwork, innovation, performance and partnerships are our guiding principles. Our lead team of immensely experienced professionals engage their finer skills and hands-on expertise to optimize winning strategies for our clients and forge long-lasting relationships that drive our businesses. Their in-depth knowledge and intuitive insights also help the entire organization work together cohesively to carry forth tasks each day. Mr. Nimesh Kampani Group Chairman Ms. Dipti Neelakantan Group Chief Operating Officer Mr. V P Shetty Executive Chairman, JM Financial Asset Reconstruction Company Pvt Ltd Mr. Vishal Kampani MD & CEO, Institutional Securities Group Mr. Atul Mehra MD & Co-CEO, Investment Banking Business Mr. Adi Patel MD & Co-CEO, Investment Banking Business Mr. Rajeev Chitrabhanu MD & CEO, Investment Advisory and Distribution Mr. Subodh Shinkar MD & COO, Investment Advisory and Distribution Mr. Anil Bhatia MD & CEO, Asset Reconstruction Business Mr. Bhanu Katoch MD & CEO, Mutual Fund Business Mr. Prashant Choksi Group Head, Compliance, Legal & Company Secretary Mr. Manish Sheth Group Chief Financial Officer Mr. Manish Prasad MD & CEO, Institutional Equities Business Mr. Chaitanya Wagh Group Head, Information Technology Mr. Shashwat Belapurkar MD & CEO, Financing and Lending Business Mr. Anil Salvi Group Head, Human Resources & Administration

5 Our Core Businesses Investment Banking, Securities and Wealth Management Investment Banking Mergers and Acquisitions Advisory I Equity Capital Markets Private Equity Syndication Institutional Equities Research VI Sales and Sales Trading Investment Advisory and Distribution Wealth Management VII Equity Brokerage Independent Financial Distribution Financing and Lending Business Distressed Asset Management Business (Asset Reconstruction) Financing and Lending IX XIII Asset Management XV BUSINESSES Mutual Fund Private Equity Fund Real Estate Fund

6 Investment Banking YTD Performance Marquee Mergers and Acquisitions Transactions Mergers and Acquisitions Advisory As a proven leader in the M&A space, we work diligently to identify the optimal transaction partners around the globe for our clients. Based on a deep understanding of industry trends and relationships with key buyers and sellers, we help companies maximize the strategic and financial value of each transaction. We provide fairness opinions, valuations, and reviews of strategic alternatives. We are noted for ideating and executing marquee transactions that have proved to be milestones in the journey of leading corporate houses. Our approach is relationship driven and supported by our in- Our team specialises in working on multifaceted acquisitions, divestitures, restructuring, takeover defense, de-merger, slump sale, fairness opinions, financial advisory and multi-firm mergers. Sustained Leadership Position Through: Execution of transactions of value of Rs.697,410 crore ($105 Bn) over last 15 years Advised over 160 transactions over the last 15 years Repeated advisory assignments from all leading Corporate Groups in India Awards 2015 Awarded by BW Business World Magna Awards Dealmaker of the Year (India) - Diageo Deal 2015 Awarded by Acquisition International Dealmaker of the Year (Singapore) Altran Foliage Deal 2015 Awarded by Asset Triple A Country Awards Best Corporate and Institutional Bank Domestic 2015 Rs.724 Cr ($109 MM) Sole Financial Advisor to HLVL on the sale of Hotel Leela Goa to MetTube 2015 Lead advisor to Adani Enterprises on a major group restructuring Fairness opinion to the Board of PFRL for demerger of Madura Fashion and Madura Lifestyle into PFRL Fairness opinion to the Board of Cairn India on its merger with Vedanta Ltd Rs.2,212 Cr ($333 MM) Advisor to Open Offer by Reliance Infra in Pipavav Defence and Offshore Eng Rs.20,856 Cr ($3,140 MM) Lead Financial Advisor to Diageo PLC for acquisition of United Spirits Ltd. depth understanding of industry trends, which enables our clients to leverage promising opportunities to take their business goals forward. Rs.963 Cr ($145 MM) Financial Advisor to FTIL for sale of its stake in MCX Rs.1,103 Cr ($166 MM) Manager to Open offer by Deepak Fertilizers in Mangalore Chem & Fert Exclusive Financial Advisor to Foliage on sale to Altran SA I II

7 Equity Capital Markets Private Equity Syndication 2015 YTD Performance Marquee Capital Market Transactions Our clients rely on us for strategic advice for Initial Public Offerings, Follow-on Public Offerings, Rights Offerings and Qualified Institutions Placements. We provide creative solutions to address our clients requirements by innovating new products dovetailing the needs of corporates and investors. With our vast global and local distribution reach and understanding of international and domestic investors, we are able to bring together the providers of capital and the issuers of capital. In the last decade, we have assisted our clients in raising ~Rs.250,000 crore (~$40 Bn) and year to date we have helped clients raise ~Rs.51,945 crore (~$7,821 MM) to finance their growth plans and strengthen or restructure their balance sheets. We were the sole domestic investment bank appointed as a Global Coordinator by both HDFC Bank and IndusInd Bank for their fund raising of Rs.2,000 crore ($301 MM) and Rs.4,328 crore ($652 MM) respectively. We were the exclusive Global Coordinator and Book Running Lead Manager for Bajaj Finance s Rs. 1,400 crore ($211 MM) Qualified Institutions Placement. We are pioneers at introducing innovative products to the market. We were the left lead manager in the first of its kind issuance of differential voting shares by Tata Motors and also in the maiden Indian Depository Receipts issuance by Standard Chartered PLC. Recently we were instrumental in taking public a Blackstone investee company and India s largest Fragrances & Flavours business, S H Kelkar & Company. Our dedicated Financial Sponsor Group (FSG) focuses on private equity players operating in India - bringing together private equity investors and corporate houses. We advise companies on fund raising strategies and private equity investors on their investment approach. We also help private equity funds to exit their investments by selling their stake to other private equity funds, strategic buyers through IPOs or block deals. Our approach is to focus on market worthy issuers and securities and help bring quality capital into the system. OCTOBER Rs.508 Cr ($76 MM) IPO JULY Rs.182 Cr ($27 MM) OFS APRIL Rs.1,401 Cr ($211 MM) Rights Issue OCTOBER Rs.740 Cr ($111 MM) Rights Issue JULY Rs.872 Cr ($131 MM) Block Transaction APRIL Rs.1,610 Cr ($242 MM) OFS JANUARY SEPTEMBER Rs.5,051 Cr ($760 MM) QIP JUNE Rs.4,328 Cr ($652 MM) QIP MARCH Rs.300 Cr ($45 MM) QIP JANUARY AUGUST Rs.9,396 Cr ($1,415 MM) OFS JUNE Rs.1,400 Cr ($211 MM) QIP FEBRUARY Rs.2,000 Cr ($301 MM) QIP Rs.22,557 Cr ($3,396 MM) OFS Rs.1,600 Cr ($241 MM) Rights Issue III YTD we have closed 14 transactions raising ~Rs.51,945 crore (~$7,821 MM). IV

8 Leadership in Novel Ideas - First Time Products Leveraging Relationships with Regulators, Issuers and Investors. Institutional Equities Zero Interest Bond Triple Option Convertible Debenture First Concurrent ADS / Ordinary Equity Share Follow-on offering Secured Premium Noted Deep Discount Bond Double Option Bond First ever open offer under a court approved scheme of arrangement First stapled issue of NCD + warrants Through our investor conferences, we encourage the exchange of ideas and hold extensive one on-one meetings with senior management. Research JM Financial Equity Research provides in-depth analysis and research across companies, sectors and evolving themes. We currently cover 170 companies across sectors. We have a clear and scientific rating system which is backed by intelligent observation that keeps the fundamental principles at the focal point at all times. Sales and Sales Trading Our 15 member Sales and Sales trading team caters to the top 200 institutional investors, both domestic and foreign, participating in the Indian capital markets. The distribution reach is further augmented by having established a sales presence in the U.S. in addition to our presence in Singapore Secured Premium Noted Deep Discount Bond Double Option Bond First Conditional IPO in Indian Capital Markets First Issuance of Differential Voting Shares 2010 First ever IDR issuance First of its kind Demerger scheme We have a strong 26 member analyst team that is known for producing best in class research, delivering ideas and providing insights into companies, markets and sectors from a unique Indian perspective. Our macro research experts provide insights and address thematic trends across sectors and also provide timely commentary on political events. The conducted research extends beyond immediate economic Through our annual investor conference, road shows and one-on-one meetings, our equity sales force leverages the firm s highly regarded research and facilitates interaction between investors and management of quality growth companies. Keeping pace with the dynamic market place, we consistently invest in high-end technology platforms to enable seamless performance and focuses on execution of settlements. developing market themes to Maintaining the highest level of empower our clients with efficient compliance is an integral part of sector and stock allocation. our business. V VI

9 Investment Advisory and Distribution Wealth Management JM Financial s Wealth Management business offers advisory services to Equity Brokerage Our broking business focuses on building a robust trading platform Independent Financial Distribution Awards 1,800 High Net-worth Individuals (HNI), Ultra High Net-worth Individuals (UHNI) and Corporates aggregating Assets under Management of Rs.23,500 crore ($3,538 MM). We provide a very high level of personal attention and implementation expertise to clients looking to manage their wealth effectively. We aid clients in navigating through complex wealth planning challenges and to ensure they benefit from the industry s most promising ideas. Our Wealth Management plans are tailored on the foundation of deep understanding of asset allocations, financial products, for High Net worth and Retail clients, both through proprietary branches and business affiliates. It is supported by technical and fundamental research teams and derivative strategists who generate investment and trading ideas. We service over 38,000 clients in over 100 cities with an Average Daily Volume in Equity of Rs.2,228 crore ($335 MM) with Market Share of 1.85%. JM Financial Commtrade Ltd (JMFCL) is our commodities trading arm. With a strong research and execution platform, JMFCL has evolved as a preferred commodity broker for retail private investors and corporates Our Financial Product Distribution team customises intelligent solutions for Independent Financial Distributors who in turn cater to retail investors. We offer a comprehensive and user-friendly platform with a gamut of varied products like Mutual Funds, Public Offerings, and Fixed Deposits to our Independent Financial Distributors to provide real value to our end clients. JM Financial is ranked among the top firms in respect of the distribution of Mutual Funds, IPOs and Fixed Deposits Awarded by BSE Among the Top 10 performers in the Equity Broking Segment (Retail Trading) 2015 Awarded by BSE Among the Top 3 performers - Primary Market Segment (IPO / FPO Bids members) 2015 Awarded by Great Place to Work Ranked as India s Best Companies To Work For - Investments Industry 2015 Awarded by Great Place to Work Ranked among the Top 100 India s Best Companies To Work For - Overall 2015 Awarded by UTI & CNBC Best Performing National Financial Advisor Institutional risk management, taxability, and succession planning. This business is currently being offered in 7 major Indian cities through the impacted by the underlying commodity Awarded by NSE Among the Top performing members in Debt ETFs for 2014 Hub & Spoke model. VII VIII

10 Distressed Asset Management Business (Asset Reconstruction) We are at the forefront of driving change in the evolving Distressed Asset Management Business. Our Distressed Asset Management business is engaged in acquisition of non-performing and distressed assets (NPAs) from Banks and Financial Institutions (FIs) and resolving them. Our goal is to realize the investments and generate returns through the revival of companies, restructuring of debt and liquidation of assets. We have a team of professionals from diverse backgrounds who are experienced in banking, corporate debt, restructuring and bankruptcy. Presently, we have successfully acquired assets from 47 banks and financial institutions. We are one of the largest capitalized Distressed Asset Management Companies in India and consistently among the top performers in the industry, with a market share of approximately 18%. Our Assets Under Management stand at ~Rs.8,493 crore (~$1.28 Bn) and our Net Cash Investment at ~Rs.1,266 crore (~$191 MM) as on Sept 30, IX X

11 Assets Under Management (Rs.Crore) Assets Under Management have grown at a rate of 80% since ,493 Net Cash Investment More than 60% of our Net Cash Investment of ~Rs.1,266 crore (~$191 MM) is sole or senior to other investors in Security Receipts. 8,398 3,647 24% Sole Investors 1, % Senior to Others 37% Pari Passu Mar 11 Mar 12 Mar 13 Mar 14 Mar 15 Sep 15 Investment Strategy and Focus Highlights Our investment strategy focuses on acquiring good quality assets at the right price and limiting the downside risk by insisting on sufficient underlying security value. We present flexible acquisition structures to the selling banks and financial institutions for their distressed assets across sectors and geographies. We believe in resolving assets and enhancing value of the investments by way of incremental or last mile funding to the stressed entities and providing structured solutions to lower the cost of capital to companies. In June 2014, we acquired the dues of Hotel Leelaventure Ltd. from a consortium of 14 banks, a pioneer transaction in the ARC industry. With a time bound approach to resolution, we are working with the company to help it recover and revive faster. In another first in the industry to our name, we sold part of the Security Receipts of the account to a Foreign Portfolio Investor. This year we have also acquired majority debt of two companies one in the cement industry and other in the ceramics industry. We are working with the companies to revive operations and formulate a viable restructuring plan, we believe that the resolution of assets is best achieved by creating a winwin situation for all. Focus Going Ahead We will continue to focus on cash investments or Senior (Class A) Security Receipts in single credit accounts with potential for revival. Breakthrough Hotel Leela Deal Single deal for acquisition of ~Rs.4,000 crore (~$619 MM) dues from 14 Banks. XI XII

12 Financing and Lending We partner with our clients to understand their financing gaps and structure tailored solutions that work best for their requirements. Corporate Loans and Financing Our Corporate Loans and Financing business aims to deliver credit solutions to Sponsors, Holding Companies, Operating Companies and Special Purpose Vehicles, in order to meet their diverse requirements when traditional templates of interest servicing, security, tenor, principal repayment, may not prove to be feasible. Over time we have built strong relationships with several of India s Top 200 promoter groups. Our endeavor is to strengthen the relationships with our existing clients, while also prudently building new partnerships with more promoter groups and corporate houses. We aim to create custommade lending solutions for unique situations that include strategic acquisitions, without compromising on the standards of the securities pledged or mortgaged in our favour. We are set on a tangible growth trajectory. Our lending book has grown from Rs.500 crore ($75 MM) in FY 10 to Rs.1,672 crore ($252 MM) in FY 15 registering CAGR of 27%. Loan against Property Our unique gamut of products in the SME lending space deliver the best-suited solutions to our clients funding requirements related to personal and business purposes. Designed as secured loans against property, this product helps clients leverage their asset without giving away ownership. Commercial Real Estate Funding We provide integrated financial solutions to real estate developers. We undertake financing of Commercial Real Estate projects through loans, debt syndication and distribution of Non-Convertible debentures. We are predominantly focused on residential development projects that are located in Tier 1 cities like Mumbai, Pune, Bengaluru and Chennai. We have successfully lent against a few completed Grade A commercial properties in Mumbai and Bengaluru. Our real estate lending book has grown from Rs.210 crore ($32 MM) in FY 11 to Rs.2,845 crore ($428 MM) in FY 15 registering CAGR of 92%. Loan against Securities These loans facilitate our clients to capitalize on their investments by providing liquidity against investments in Shares, Mutual Funds and Bonds, without the need to sell the securities. Margin Trade Funding These loans facilitate our clients to finance their settlement obligations with regards to their trading in Equity and Commodity markets. With this financing, clients take calculated calls for trading higher volumes in the markets without having to liquidate their investment portfolios. Employee Stock Option Scheme (ESOP) Funding This product is offered to the employees of various corporates to finance their employee stock options eliminating the need to arrange liquidity for the same. Broker Funding In a case where the client is an existing broker, he may avail funding to meet his working capital needs against the collateral of his existing investment. IPO Funding For clients wishing to participate in the Primary Markets, this is an unmatched offering. It enables the client to participate in IPOs in a substantial manner by contributing a small margin, with the balance being funded by us against the collateral of the application money and IPO allocation. Our Loan against Securities lending book has grown from Rs.1,802 crore ($271 MM) in FY 11 to Rs.2,151 crore ($324 MM) in FY 15. XIII XIV

13 Asset Management Mutual Fund JM Financial Mutual Fund has been in operation for over two decades in the Asset Management business in India with ~Rs.15,874 crore (~$2.39 Bn) of Assets under Management. We offer a bouquet of 17 mutual fund schemes across the riskreturn spectrum that caters to the specifics of both institutional and individual investors. Our risk and fund management framework allows us to effectively manage both risk and investments while generating high quartile returns across all product categories. Private Equity Fund JM Financial India fund is an India focused long term PE Fund providing growth capital to fast growing, primarily unlisted companies. Fund has raised capital of Rs.952 crore ($143 MM) through its domestic and offshore schemes which has been invested entirely in 13 companies across various sectors. Fund has successfully exited from five of its portfolio companies and has returned an aggregate 70% of the capital contributions; it still has investments to be exited currently valued at Rs.807 crore ($121 MM). Real Estate Fund JM Financial Property Fund is an India focused fund with investments in commercial, residential, retail and hospitality sectors. Fund has successfully raised capital of Rs.390 crore ($59 MM) through its domestic and offshore schemes which is now fully invested. Fund has made investments in Tier 1 & Tier 2 cities and has successfully exited from five of its portfolio companies. XV XVI

14 Spreading Smiles We set up the Kampani Charitable Trust in the year 1983 and JM Financial Foundation in In accordance with our CSR Policy, we approved an aggregate contribution of Rs.5.43 crore to be schools that run programs for children with disabilities and who belong to weak socioeconomic backgrounds. Entrepreneurship Promotion school dropouts in vocational fields such as computer studies, carpentry, etc, thereby enabling them to become independent. Disaster Relief released over three years to the Trusts for supporting initiatives and projects such as Ashoka University, Walkathon and more. Our Trusts identify and work with several credible NGOs on a number of outreach programs in various fields such as education, healthcare, entrepreneurship promotion, skill development, animal welfare and disaster relief amongst others. Our ongoing activities include: We partner with other firms and support the Venture Studio of Ahmedabad University to further develop entrepreneurship in our country. Health Initiatives We have partnered with companies to provide those in need of medical treatment for free or at a subsidized cost. We help rehabilitate the physically challenged and provide treatment for cancer patients. Through our partners we worked extensively to help rehabilitate the victims of the Jammu & Kashmir floods. Animal Welfare We have helped shelter cows by building cowsheds and have provided fodder for these animals in Gujarat and Rajasthan through our partners. Others CSR Education We offer access to quality education to the lesser privileged, give scholarships and support a Skill Development We have supported initiatives that train the underprivileged and young We have actively supported promoting sports, arts and culture. girl child by providing academic and social aid. We also support

15 Making A Difference Ashoka University International Foundation for Research & Education (IFRE) is a non-profit company registered under Section 25 of the Companies Act, The primary objective of IFRE is the promotion of education by establishing schools, colleges, and education along with research centres for the upliftment of society, not with the motive of profit. IFRE commenced operations in 2008 and in 2011 launched its one year Post Graduate Program, more popularly known as the Young India Fellowship Program (YIP). IFRE is the sponsor body that set up Ashoka University, which is an independent non-profit private university under the Haryana Private Universities Act, 2006, that is engaged in providing Bachelors, Masters and Post Graduate education to students. Situated in Sonipat, Haryana, students undergo a rigorous merit based admission process and have access to world class education at Ashoka University. Ummeed - Child Development Center The skilled professionals at Ummeed, an NGO, strive to provide integrated care to children who have various types of developmental disabilities. Our Foundation has supported UPPA-Ummeed Parent Program for Autism, which provides group training classes with individual parent child coaching sessions. Parents receive one-on-one inputs to help manage their children better and also learn by interacting with other parents. Walkathon Initiated in the year 2002, the Walkathon is one of the key annual initiatives of our Foundation. It supports a diverse range of social initiatives with help from grass root level NGOs and implements programs in various fields such as education, health and disaster relief. It has successfully raised funds for many such causes, with contributions being personally delivered by our team members. Every year, our employees, their families and friends as well as clients actively participate in the 6 km walk along the picturesque Marine Drive seafront in Mumbai and make an effort to give back to society. The route is along Marine Drive from opposite NCPA Apartments up to Mafatlal Bath, and then return to Nariman Point. This year, we made use of social media to get more participation. It was held on February 15, 2015 and witnessed nearly 700 enthusiastic participants.

16 Get in Touch JM Financial Group 7th Floor, Cnergy, Appasaheb Marathe Marg, Prabhadevi, Mumbai , India Tel: International Presence JM Financial Overseas Holdings Pvt. Ltd. Suite 2004, Level 2, Alexander House 35, Cybercity, Ebène, Republic of Mauritius. Tel: JM Financial Singapore Pte. Ltd. 30 Cecil Street, #21-01/02 Prudential Tower, Singapore Tel: JM Financial Securities, Inc Plaza 5, 25th Floor, Harborside Financial Center, Jersey City, New Jersey, 07311, United States of America. Tel: The activities and businesses described in this document may contain certain forward looking statements. We are under no obligation to publicly amend, modify or revise any forward looking statements on the basis of any subsequent developments, information or events and assume no liability for any action taken by anyone on the basis of any information contained herein. The contents of this document are solely for the purpose of information and shall not be construed in any sense a solicitation or offer to purchase or sale of any securities. This document and/or any part thereof, may not be duplicated in any form and/or reproduced or redistributed without our prior written consent.

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