Agile Financial Advisors Private Limited

Agile Financial Advisors Private Limited Agile Financial Advisors Pvt. Ltd. 161/162, A Wing, Mittal Court, Nariman Point, Mumbai 400 021 Tel: 022 6526 5454, 2282 2727, Fax: 022 6610 6706 Website: www.agileadvisory.com; E-Mail: info@agileadvisory.com

Introduction Agile Financial Advisors is a Mumbai based middle market Boutique Investment Banking and Advisory Firm offering specialised advice and services to both Private and Public companies. Service offerings include Mergers and Acquisitions both local and cross border, Capital Structuring including raising Private Equity and Placements, Promoters Funding, Mezzanine Funding and Corporate Finance & Advisory Services. Agile's team of senior investment bankers have extensive experience and track record of servicing the need of Middle Market companies. Its philosophy is to work closely with Promoters of Indian companies to create customized and innovative solutions. Agile has a wide network of associates and institutional/corporate contacts within India as well as globally in the Middle East, Europe, Asia Pacific and North America. We, at Agile, do not believe in closing a deal for our clients but to start and maintain a life long relationship with them. So closing of a deal is just a starting point for us. 2

About Us Agile is promoted by the Lord Bagri family (Metdist group) who have large investments in India and have also invested in fund management company Avigo Capital (www.avigocorp.com), a mid segment focused PE. Agile and its promoters have a wide network of associates and institutional / corporate contacts with in India as well as globally in the Middle East, Europe, Asia Pacific and North America. TEAM: Mr. S.K. Mitra, Director, an eminent personality in Indian Financial services sector with more than three decades of experience as Head Merchant Banking Standard Chartered Bank, Head Corporate and Investment Banking American Express and retired as Director (Financial Services) of Aditya Birla Group Companies. 3

About Us The day-to-day operations are headed by Mr. Divyesh Desai, Director & COO, who has experience of a decade with a reputed middle market Boutique Investment Banking firm in India having successfully closed many transactions in M&A, Private Equity and Corporate Finance. Divyesh, one of the top rankers in CA, has specialized in service sector viz. Financial Services, ITES, logistics etc. He has also successfully handled many M&A transactions in engineering sector. Vishwajeet Rana, has executed number of complex cross border equity / debt structured investments and financing transactions in UK, Canada, Australia, South Africa and Hong Kong jurisdictions while working at HSBC New York office. He has specialised in the Energy sector. Vishwajeet has also founded and ran offshore education business. He holds an MBA from Ohio University and MS in ebusiness from Stevens Institute of Technology. 4

About Us Kartikeya Srivastava, an MBA from Mumbai University has experience in Investment Banking with Bank of America specializing in Financial Analysis, Valuation and Information Memorandum preparation, covering Transportation, Building Material and Metal Sectors of Indian as well as International Market. Murtaza S. Zaveri, an MBA from Mumbai University has worked with US based hedge fund Transparent Value specializing in Financial Analysis and Valuation with special focus on Capital Goods Sector in Indian Market. Mangesh Raut, an MBA from Jamnalal Bajaj Institute of Management Studies, Mumbai, has worked with Bharat Petroleum Corporation Limited for three years in Project Management after completing his B.Tech. from VJTI Mumbai. 5

Services Agile offers a wide range of services to its clients in the fields of Investment Banking and Private Equity. We offer: Mergers & Acquisitions Equity Raising Corporate Finance Corporate Advisory Our team of investment bankers have vast experience in all the fields with numerous deals under their belt. 6

Mergers & Acquisitions: 7 Services Offered Agile devises and executes innovative, customized solutions for its clients' most challenging issues. We excel in domestic and international transactions including acquisitions, divestitures, mergers, joint ventures, corporate restructurings, recapitalizations, spin-offs and takeover defenses as well as shareholder relations. We apply our extensive experience with global industries, regions and banking products to meet our clients' short- and long-term strategic objectives. Though we advise our clients on both buy-side and sell-side transactions, we represent only one side, your side. We offer complete range of services which include: Advising clients in defining criteria for acquisitions Targeting and short-listing companies with defined criteria for our clients Initiating and negotiations Preparing information memorandum, business plan etc. based on company's profile Working out commercial term sheet for transaction Co-ordinate in Due diligence Agreements and Closing deals for our clients Assisting post-acquisition integration

Equity Syndication: 8 Services Offered We provide full range of services to our clients, to catalyse their high growth businesses by arranging equity funding. Our team has expertise to arrange growth funds for various stages of corporate life cycle viz., Early Stage, Growth Stage and Mature stage. We have professional relationships with many reputed private equity, venture capital and non-pe funds focussing different growth strategies and sectors. All businesses are prone to business cycles which results into lean phases in corporate performance from time to time. Our principal's deep understanding about business cycles and timing helps them in offering valuable services for raising restructuring and turnaround funds. We provide full range of services to our clients, to catalyse their growth, which include Preparing information memorandum based on company's business profile Preparing executive summaries, presentation and detailed business plans Arriving at optimum valuation of the company Arranging road shows for potential investors Identifying and short listing the investors Preparing commercial term sheets Due diligence Negotiation and deal finalizing Closing deals for our clients Monitoring post investment growth

Corporate Finance: Services Offered We offer a wide range of corporate finance related services to our clients to help them run their business efficiently. Team focuses on originating, structuring, executing and syndicating debt-related financings. Services offered include Arranging working capital, term loans, non-fund based limits from Banks, NBFC's, financial institutions, both in rupee and foreign currency Mezzanine Finance for short term and medium term requirements Advising clients for financing strategies to address their specific need Providing best-in-class deal structuring and execution Corporate Advisory: We serve our clients with innovative strategies to help them to grow at a faster pace. We advise our clients on key business issues and strategies. Services include Identifying the core activities to be strengthened and non-core activities to be spunoff/sold Developing a business plan for the Company Assisting in implementation of the restructuring plan 9

Agile has special focus on following sectors / industries: Auto Components Engineering Financial Services Healthcare & Hospitality Infrastructure IT Enabled services Logistics Pharmaceutical Power and Power Equipments Real Estate & Ancillary Retail & Ancillary Industries 10

Assignments Completed This announcement appears as a matter of record only SYSTEMS GROUP Acquires Power Distribution Corporation June 2008 Agile initiated, negotiated and structured the transaction, and acted as exclusive financial advisors to Systems Group Agile Financial Advisors Pvt. Ltd. 11

Active Transactions: Current Assignments Agriculture Raising of Private Equity funds for pioneer and one of the fastest growing organic farming company dealing in organic farming of cotton and vegetables. Raising of Private Equity fund for about 50 MW multi-fuel Co-generation power plant. Construction Materials Looking for suitable buyer for an European construction material company. Advising an Indian business house to acquire construction material distribution company in North American market. Engineering Advising a Delhi based material handling company for acquisition opportunities. The Company is looking for acquisitions in cement sector, power sector, material handling, mining and engineering sectors. Entertainment & Media Raising of equity funds for a leading Radio company, part of big media house, from financial and or strategic investors. 12

Active Transactions: Financial Services 13 Current Assignments Advising one of the largest domestic call centre company to acquire complementary outsourcing service providers. Food Sector Working for one of the pizza chains in Mumbai for equity raising to fuel its aggressive growth plans. Hospitality Sector Raising of funds for a master franchisee of one of the global leaders in the car rental market for expansion of services. Logistics Sector Raising of Private Equity fund for a reputed logistics company, with presence in warehousing, transportation, freight forwarding to fuel its future growth plans. Raising of debt finance for a INR 2000 million freight forwarding and warehousing company for setting up of new warehouses and working capital. Mining Sector Advising one of the leading business houses in India for the acquisition of thermal grade coal mines in the Asia, Africa and South America.

Active Transactions: Current Assignments Packaging Advising a PET preform manufacturing company to get a strategic partner for its growth plans. Petroleum Products Advising one of the largest carbon black producing companies in India for acquisition of carbon black / coal-tar distillery companies in Eastern Europe, Middle East, China and the US. Power Sector Advising a leading power backup solutions company for the sale of controlling stake. Renewable Energy Sector Part divestment/stake sell in a mini Biomass project in India. Telecom Sector Raising of PE fund for Mumbai based niche Telecom player for business expansion. Advising one of the largest conglomerate for acquisition opportunities in systems integration. 14

Pitched Assignments Transactions Pitched: Automobiles Arranging strategic partner for one of the upcoming three wheeler manufacturing company based in Western India. Engineering Advising a rotary positive displacement pump company for selling of controlling stake. Entertainment & Media Selling of controlling stake in Asia based consumer market research company. ITES Selling of controlling stake in a niche Insurance TPA service provider. Logistics Selling of controlling stake in INR 2000 million transport and warehousing company. Acquisition of 3P Supply Chain service provider for a INR5000 million group. 15

Cross-border Initiatives Agile is also active in cross border transactions and we have partnered with leading investments banks in the US and Europe. We work closely on deal to deal basis and pitch jointly for the transactions. Along with this we also source and execute deals in other parts of the world. Our partner in the United States is one of the leading investment banks focussing on M&A advisory services for Mid-market companies in USA. It operates from 30 offices in North America and have successfully done transactions in diverse sectors both in the US and overseas. Our European partners are more than 30 years old independent, cross border corporate services provider to companies wanting to get established or already doing business in European countries. They offer a full bouquet of services including advisory services, real estate advisory services and equity capital market services. In addition to above partners we also have strategic collaboration with country specific boutique investment banks in Europe, Latina America, Middle-East and Africa with whom we work in their specialized areas. 16

Active Transactions: Automobile Sector Cross-border Current Assignments Advising an Europe based plastic and automotive mould manufacturing company for the sale of stake in association of our European partners. Engineering Sector Advising a Western Europe based industrial and automotive gears manufacturing company to sell controlling stake along with our European partner. Healthcare Sector Advising an Analgesic pharma OTC brands company in the US for the stake sale. Advising an US based early stage life science company to rope in a strategic partner. Logistics Sector Looking for a strategic logistics player who can buy the Logistics companies engaged in Freight Forwarding and NVOCC in the Eastern Europe in association with our European partners. Advising a US based 3P Logistics services provider to Mid-market manufacturing companies for the sale of stake in association with our US partners. Paper Sector Advising an Eastern Europe based paper manufacturing company for the sale of stake in association with our European partners. 17

Cross-border Pitches Transactions Pitched: Agriculture Advising a globally recognized company with businesses in agriculture and processed food sectors for the US acquisitions in agriculture sector in association with our US partners. Automobile Advising an European automobile rubber gasket manufacturing company for the sale of controlling stake. Aviation Advising an US based small aircraft manufacturing company for the sale of strategic stake. Information Technology Advising an embedded software solutions and technology provider company for the acquisition opportunity in the US, Europe and South East Asia region with our partners. Advising globally recognized companies engaged in outsourcing services in India for acquisitions opportunities in the US, in association of our US partners. Logistics Sector Pitching for acquisition of 3PL service providers, CFS, freight forwarders in North America with leading logistics companies in India, in the association of our US partners. 18

Transactions Pitched: Cross-border Pitches Mining Pitching for acquisition by Indian company of an USA based silica and gravel mining company with assets spread over an area of 750 acres with quantified reserves base of about 50 million tones in the association of our US partners. Packaging Sector Pitching for the acquisition of an US based packaging company by an Indian company in association of our US partners. Telecom Pitching for the acquisition of an US based Telecom Network Engineering and Support Services provider by an Indian company in association with our US partners. Advising a Telecom Service provider company for acquisitions opportunities in the US, in association with our US partners. 19

Divyesh Desai Director & COO Tel: +91 22 6615 4243 Mobile: +91 98202 89402 E-mail: divyesh@agileadvisory.com Contact Details Mumbai Office: 161-162, A Wing, Mittal Court 224, Nariman Point, Mumbai - 21 Tel: +91 22 6526 5454, 2282 2727 Fax: +91 22 6610 6706 New Delhi Office: 411, Mercantile House, 15, Kasturba Gandhi Marg New Delhi 100001 20