IPO Activity Overview – EY India Advisory Services

PE backed IPOs India Trendbook 2018 Disclaimer: This analysis excludes IPOs listed on the SME platform. PE backed IPOs– India Trendbook 2018 1

Contents Disclaimer: This analysis excludes IPOs listed on the SME platform. 2 PE backed IPOs– India Trendbook 2018

05 Foreword 06 10 IPO activity overview – A historic perspective Sector-wise analysis of IPO activity 14 18 Performance analysis of IPOs Regulatory and tax update 20 24 Indian IPO trends and outlook 2018 About EY’s IPO Advisory Practice 32 36 About EY’s Investor Relations Practice About EY’s Private Equity Services Practice Disclaimer: This analysis excludes IPOs listed on the SME platform. PE backed IPOs– India Trendbook 2018 3

Disclaimer: This analysis excludes IPOs listed on the SME platform. 4 PE backed IPOs– India Trendbook 2018

Foreword in the emerging markets context, wherein the value add brought in by PE investors comprises of operational improvements, putting in place governance structures and streamlined processes and controls to take care of the pains and complexity that comes hand in hand with growth. Initial Public Offerings (IPOs) / stock market listings are an important exit route for private equity (PE) backed companies. In 2017, Indian companies raised US$11.6 billion across more than 38 IPOs (excluding SME IPOs) making it the best ever year in terms of IPO proceeds. Of this, IPOs by PE backed companies in 2017 represented 55% by volume and 38% by value. 2017 was also a record year for PE investments and exits in India, one where aggregate PE investment equaled 1% of the country’s GDP. In the period to May 2018, the strong momentum has continued, with seven PE backed IPOs adding up to US$174 million. Outlook for PE backed IPOs remains correlated with the fortunes of the Indian capital markets. As opined in the recently published Global IPO Trends: Q1 2018 report by EY Global, “the Indian IPO market is expected to remain robust in 2018 due to the resilient nature of the economy and strong domestic liquidity. The IPO pipeline is healthy with dozens of companies looking to go public later this year, a significant proportion of which are PE backed.” The capital markets are however impacted by certain global factors like the spike in oil prices, US Fed rate tightening, recent stance of the US on international trade policies, geopolitical tensions and local factors like the upcoming elections in 2019, all of which have contributed to rise in volatility since February 2018. This volatility could potentially delay some IPOs. However, the medium term outlook for PE backed IPOs remains positive in our view. This report provides a historical analysis of PE backed IPOs in India over the past five years, between 2013 and April 2018. This includes analysis of top PE backed IPOs by key sectors, value and volume. We have also attempted to summarize the top recent tax/regulatory changes impacting either IPO exits by PE investors or impacting the general taxability of stock market investors. From a performance perspective, on an average PE backed IPOs have outperformed non-PE backed IPOs, compared to their offer price across time periods. Both PE backed and non-PE backed IPOs have performed better than the Index1 (please see page 15 for further details). This is not surprising We hope you enjoy reading this report and find it useful. Do share your feedback with us. Sandip Khetan Partner and National Leader, Financial Accounting Advisory Services (FAAS), EY India Vivek Soni Partner and National Leader Private Equity Services EY India 1. Nifty 500 Disclaimer: This analysis excludes IPOs listed on the SME platform. Disclaimer: This analysis excludes IPOs listed on the SME platform. PE backed IPOs– India Trendbook 2018 5

IPO activity overview -A historic perspective

Value and volume of PE backed IPO activity in India Exhibit 1: PE IPO activity PE backed IPOs recorded strong uptick since the second quarter of 2015, with 2017 witnessing a sharp increase in both the number of IPOs and the issue size. 3,000 10 8 7 2,000 6 6 6 5 5 5 4 4 4 3 3 1,000 2 2 1,381 1,243 1,522 1 1 1 183 228 368 15 112 54 33 293 306 284 730 1,016 633 2,080 0 0 0 0 0 0 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q Till April 30, 2018 2013 2014 2015 2016 2017 Value of Proceeds(US$m) Number of PE backed IPOs Source: EY Analysis of NSE and VCCEdge Data. Exhibit 2: PE IPO activity as % of total IPO activity While most of the IPOs in the earlier years were PE backed, the buoyant capital markets encourage many non-PE backed IPOs in 2016 and 2017. 120% 100% 100% 100% 98% 100% 100% 100% 88% 82% 83% 78% 80% 80% 60% 80% 60% 67% 57% 60% 72% 39% 56% 43% 55% 43% 40% 42% 50% 33% 30% 30% 20% 0% 0% 0% 0% 0% Till April 30, 2018 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 2013 2014 2015 2016 2017 Value of PE backed IPO proceeds as % of total Number of PE backed IPOs as % of total Source: EY Analysis of NSE and VCCEdge Data. Disclaimer: This analysis excludes IPOs listed on the SME platform. Disclaimer: This analysis excludes IPOs listed on the SME platform. PE backed IPOs– India Trendbook 2018 7

Exhibit 3: Top 10 PE backed IPOs by IPO proceeds (2013 to April 2018) Company Sector Listing date Issue size (US$m) SBI Life Insurance Company Limited Financial services 03-Oct-17 1,292 ICICI Prudential Life Insurance Company Limited Financial services 26-Sep-16 932 ICICI Lombard General Insurance Company Limited Financial services 27-Sep-17 877 Bandhan Bank Limited Financial services 27-Mar-18 688 PNB Housing Finance Financial services 07-Nov-16 462 Equitas Holdings Limited Financial services 21-Apr-16 335 Au Financiers (India) Limited Financial services 10-Jul-17 294 Eris Life sciences Limited Pharmaceuticals 29-Jun-17 268 Laurus Labs Limited Pharmaceuticals 19-Dec-16 205 BSE Limited Financial services 03-Feb-17 191 Source: EY Analysis of NSE and VCCEdge Data. Exhibit 4: Top 10 PE backed IPOs in 2017 by IPO proceeds Company Sector Listing date Issue size (US$m) SBI Life Insurance Company Limited Financial services 03-Oct-17 1,292 ICICI Lombard General Insurance Company Limited Financial services 27-Sep-17 877 Au Financiers (India) Limited Financial services 10-Jul-17 294 Eris Life sciences Limited Pharmaceuticals 29-Jun-17 268 BSE Limited Financial services 03-Feb-17 191 Godrej Agrovet Limited Food and agriculture 16-Oct-17 178 Indian Energy Exchange Limited Power and utilites 23-Oct-17 154 Mahindra Logistics Limited Logistics 10-Nov-17 128 Security and Intelligence Services (India) Limited Business services 10-Aug-17 120 Tejas Networks Limited TMT 27-Jun-17 119 Source: EY Analysis of NSE and VCCEdge Data. Disclaimer: This analysis excludes IPOs listed on the SME platform. 8 PE backed IPOs– India Trendbook 2018

Exhibit 5: Ranking of PE houses by number of IPO issues Number of IPO exits Issue size (US$m) Issuer Fund houses 5 3,096 Healthcare Global Enterprises Limited, Godrej Agrovet Limited, SBI Life Insurance Company Limited, ICICI Prudential Life Insurance Company Limited Temasek Holdings Advisors IFC 5 1,484 Snowman Logistics Limited, Equitas Holdings Limited,Ujjivan Financial Services Limited, AU Small Finance Bank Limited,Bandhan Bank Limited Motilal Oswal Private Equity Advisors 4 365 Power Mech Projects Limited, Parag Milk Foods Limited, Dixon Technologies India Limited Sequoia Capital India 4 285 Just Dial Limited, Equitas Holdings Limited, Quick Heal Technologies Limited, Prataap Snacks Limited Netherlands Development Finance 3 541 Equitas Holdings Limited, Ujjivan Financial Services Limited, MAS Financial Services Limited Fairwinds Asset Managers 3 229 Khadim India Limited, Shankara Building Products Limited, Amber Enterprises India Limited Gaja Capital 3 102 TeamLease Services Limited, RBL bank Limited, CL Educate Limited Jacob Ballas India 3 164 PNC Infratech Limited, Adlabs Entertainment Limited, S.P. Apparels Limited Warburg Pincus 2 499 Laurus Labs Limited, AU Small Finance Bank Limited WestBridge Ventures 2 432 Dr. Lal Path Labs Limited,Equitas Holdings Limited Source: EY Analysis of NSE and VCCEdge Data. Full IPO proceeds have been attributed to each private equity firm involved in the deal Exhibit 6: PE backed IPOs in the pipeline Company name PE investor Sector AGS Transact Technologies Limited Actis Advisers, TPG Growth Technology TCNS Clothing Company Private Limited TA Associates Retail and consumer products Nazara Technologies Limited IIFL, Westbridge Technology CMS Info Systems Limited Baring Private Equity Asia Technology Hinduja Leyland Finance Limited Everstone Capital Partners Financial services Barbeque Nation Hospitality Limited Clearwater and CX Partners Food and agriculture Krishna Institute of Medical Sciences Quadria Capital and ICICI Ventures Healthcare Capricorn Food Products India Limited Quadria Investment Management Food and agriculture Seven Islands Shipping Limited Wayzata Investment Partners Automotive Gandhar Oil Refinery India Limited IDFC Alternatives Ltd. Oil and gas John Energy Limited Singhi Advisors, Sage Capital Power and utilities ReNew Power Limited GEF, Goldman Sachs and Canada Pension Plan Investment Board (CPPIB) Power and utilities Crystal Crop Protection Limited Everstone Capital Partners Food and agriculture Varroc Engineering Limited TATA Capital Automotive Atria Convergence Technologies Limited True North, Olympus, TA Associates TMT Source: SEBI Disclaimer: This analysis excludes IPOs listed on the SME platform. PE backed IPOs– India Trendbook 2018 9

Sector-wise analysis of IPO activity

Sector analysis (2013-April 2018) Exhibit 7: Sector cut by number of IPOs 5 Financial services Technology 13 20 DIP Infrastructure 4 16 4 Number of non–PE backed IPOs (39) RCP Pharmaceuticals Number of PE backed IPOs (66) 3 4 Healthcare Food and agriculture Logistics Media & entertainment 5 8 5 5 3 5 3 4 Others RCP – Retail and Consumer Products | DIP – Diversified Industrial Products Source: EY Analysis of NSE and VCCEdge Data. Financial services was the most prominent sector across both PE backed and non-PE backed IPOs Apart from financial services, while consumer facing industries like food and agriculture, RCP, healthcare and pharma were more prominent among PE backed IPOs, non-PE backed IPOs were dominated by infrastructure and technology ► ► Exhibit 8: Sector cuts by IPO proceeds 1,436 1,945 454 Financial services Technology 266 Non-PE backed IPO proceeds (US$10,284 m) 638 DIP Infrastructure 331 PE backed IPO proceeds (US$10,481 m) RCP Pharmaceuticals 458 5,420 510 5,587 Healthcare Logistics 634 288 Automotive 301 Aeronautics 356 1,157 251 Power and utilites Others 353 383 RCP – Retail and Consumer Products | DIP – Diversified Industrial Products Source: EY Analysis of NSE and VCCEdge Data. Financial services recorded some of the largest IPOs between 2013 and April 2018 Financial services IPOs that were PE backed were primarily of banks and NBFCs while the non-PE backed IPOs were of large public sector insurance companies ► ► Disclaimer: This analysis excludes IPOs listed on the SME platform. PE backed IPOs– India Trendbook 2018 11

Financial services accounted for more than 50% of all IPO proceeds raised by both PE backed and non-PE backed companies Top 3 non-PE backed IPO sectors by proceeds Top 3 PE backed IPO sectors by proceeds Financial services Financial services Issue size (US$m) 5,587 PE IPOs (#) 13 Issue size (US$m) 5,420 PE IPOs (#) 5 Food and agriculture Infrastructure Issue size (US$m) 912 PE IPOs (#) 8 Issue size (US$m) 1,157 PE IPOs (#) 5 Pharmaceuticals Aviation Issue size (US$m) 634 PE IPOs (#) 4 Issue size (US$m) 638 PE IPOs (#) 1 Source: EY Analysis of NSE and VCCEdge Data. Exhibit 9: Sub-sectors of top PE backed IPO sectors by proceeds Sectors Sub-sectors US$m Volume(#) Financial services Insurance 3,101 3 Banks 875 2 NBFC 765 3 Miscellaneous 528 5 Home finance 504 2 Food and agriculture Food processing 434 4 Food and beverages 245 2 Agriculture 178 1 Pesticides and agro chemicals 54 1 Source: EY Analysis of NSE and VCCEdge Data. Disclaimer: This analysis excludes IPOs listed on the SME platform. 12 PE backed IPOs– India Trendbook 2018

Exhibit 10: PE backed IPOs - Split by sector and volume Sectors 2013 2014 2015 2016 2017 Till April 2018 Automotive - - - 1 - 1 Chemicals - - 2 - - - Diversified industrial products - - 2 - 1 1 E-commerce 1 Education - - - - 1 - Financial services 1 - - 5 6 1 Food and agriculture 1 3 2 2 - Healthcare - - 1 3 - 1 Hotels - - - - - 1 Infrastructure - - 2 1 2 - Logistics - 1 1 2 - Media & entertainment - 1 3 - - - Pharmaceuticals - - 1 2 1 - Power and utilities - - - - 1 - Business services - - - 2 1 - Retail and consumer products 1 1 - 1 2 - Technology 1 - - 1 1 1 Telecom - - - - 1 - Grand total 3 4 15 19 21 6 2017 recorded highest level of PE backed IPO activity. It was also the year to record IPOs across most sectors Financial services was the leading sector, recording PE backed IPOs in most of the years during the study period ► ► Source: EY Analysis of NSE and VCCEdge Data. Disclaimer: This analysis excludes IPOs listed on the SME platform. PE backed IPOs– India Trendbook 2018 13

Performance analysis of IPOs

Percentage increase or decrease in IPO issue price post listing Exhibit 11: Average absolute performance of PE backed IPOs relative to index (Nifty 500) 70% 60% 60% 53% 52% 51% 48% 50% 47% 46% 44% 41% 40% 40% 35% 34% 32% 29% 29% 28% 28% 30% 21% 21% 19% 20% 16% 14% 10% 10% 7% 1% 1% 0% 1 month 1qtr 2qtrs 3qtrs 4qtrs 5qtrs 6qtrs 7qtrs 8qtrs 9qtrs 10qtrs 11qtrs 12qtrs Non-PE backed IPOs PE backed IPOs Index (Nifty 500) Source: EY Analysis of NSE and VCCEdge Data. Methodology: Average of absolute returns considered from the date of listing While PE-backed IPOs performed better compared to the index on a consistent basis, performance of non-PE backed IPOs was more in line with index performance since the date of listing PE backed IPOs have also outperformed non-PE backed IPOs on a consistent basis The sharp decline in returns recorded by non-PE backed IPOs post the seventh quarter is primarily due to limited vintage of some of the best performing non-PE backed IPOs (less than 25% of non-PE backed IPOs have a vintage of more than seven quarters and less than 40% of non-PE backed IPOs have a vintage of over a year) As on 30 April 2018: Ten PE backed IPOs are trading above 100% of their offer price with an average return of 270% Nine non-PE backed IPOs are trading above 100% of their offer price with an average return of 173% Between 2013-April 2018 highest return by a PE backed IPO was 10x while that by a non-PE backed IPO was ~4x ► ► ► ► ► ► ► Disclaimer: This analysis excludes IPOs listed on the SME platform. PE backed IPOs– India Trendbook 2018 15

Exhibit 12: Average absolute performance of IPOs in the financial services sector 336% 335% 304% 289% 285% 267% 235% 185% 153% 122% 135% 85% 67% 66% 48% 48% 47% 44% 42% 42% 39% 37% 31% 29% 24% 21% 35% 16% 11% 6% 6% 3% 3% 1% 1% -15% -10% 1 month 1qtr 2qtrs 3qtrs 4qtrs 5qtrs 6qtrs 7qtrs 8qtrs 9qtrs 10qtrs 11qtrs 12qtrs Non-PE backed IPOs PE backed IPOs Nifty FS Index Source: EY Analysis of NSE and VCCEdge Data. Methodology: Average of absolute returns considered from the date of listing PE backed IPOs in financial services have significantly outperformed the sectoral index Non-PE backed IPOs have a limited vintage of only two quarters. However, during those two quarters also PE backed IPOs significantly outperformed non-PE backed IPOs ► ► Exhibit 13: Average absolute performance of IPOs in the retail, consumer and food sectors 165% 170% 143% 150% 130% 102% 110% 89% 86% 85% 80% 90% 78% 70% 58% 49% 46% 50% 33% 32% 29% 28% 27% 25% 30% 20% 19% 18% 16% 12% 12% 10% 8% 8% 5% 2% 2% 1% 10% -10% -1% 1 month 1qtr 2qtrs 3qtrs 4qtrs 5qtrs 6qtrs 7qtrs 8qtrs 9qtrs 10qtrs 11qtrs 12qtrs Non-PE backed IPOs PE backed IPOs Nifty FMCG Index Source: EY Analysis of NSE and VCCEdge Data. Methodology: Average of absolute returns considered from the date of listing PE backed IPOs in retail, consumer and food sectors have significantly outperformed the FMCG index Non-PE backed IPOs have a limited vintage of only four quarters. However, during those quarters they significantly outperformed PE backed IPOs, largely influenced by Avenue Supermarts Limited and Apex Frozen Foods Limited ► ► Disclaimer: This analysis excludes IPOs listed on the SME platform. 16 PE backed IPOs– India Trendbook 2018

Exhibit 14: Average absolute performance of IPOs in the technology sector 99% 100% 83% 80% 66% 62% 58% 55% 60% 54% 52% 48% 35% 40% 27% 15% 16% 20% 13% 10% 7% 4% 4% 5% 5% 3% 4% 2% 5% 1% 4% 2% 2% 1% 0% -4% -14% -14% 1 month -20% -13% 11qtrs 1qtr 2qtrs 3qtrs 4qtrs 5qtrs 6qtrs 7qtrs 8qtrs 9qtrs 10qtrs 12qtrs Non-PE backed IPOs PE backed IPOs Nifty IT Index Source: EY Analysis of NSE and VCCEdge Data. Methodology: Average of absolute returns considered from the date of listing PE backed IPOs in the technology sector have significantly outperformed the IT index as well as non-PE backed IPOs However the outperformance of PE backed IPOs is mainly due to the outperformance of Just Dial while the other technology IPOs recorded a modest return in line with the index ► ► Exhibit 15: Average absolute performance of IPOs in the infrastructure sector 110% 90% 70% 56% 55% 54% 48% 50% 32% 25% 30% 17% 16% 12% 13% 13% 12% 11% 9% 9% 7% 7% 4% 2% 1% 1% 10% -10% -6% -12% -14% -16% -30% -28% -26% -26% -31% -33% -34% -50% -52% -70% 1 month 1qtr 2qtrs 3qtrs 4qtrs 5qtrs 6qtrs 7qtrs 8qtrs 9qtrs 10qtrs 11qtrs 12qtrs Non-PE backed IPOs PE backed IPOs Nifty Infra Index Source: EY Analysis of NSE and VCCEdge Data. Methodology: Average of absolute returns considered from the date of listing Both PE backed and non-PE backed IPOs have recorded an erratic performance outperforming the sectoral index over few quarters and generating negative returns in other time periods ► Disclaimer: This analysis excludes IPOs listed on the SME platform. PE backed IPOs– India Trendbook 2018 17

Regulatory and tax update

Tax implications Implication of capital gains on sale of Indian company shares in an “offer for sale” under IPO Please note that the cost of acquisition is relevant from grandfathering past gains standpoint Considering the ambiguity, two broad views emerging are as under: In absence of determination of cost as on 31 January 2018, the charging mechanism fails Fair Market Value shall be the price that the shares would ordinarily fetch on sale in the open market We are awaiting clarifications from the Central Board of Direct Taxes (being the apex body) in this regard to ensure clarity and certainty ► ► ► Historically, long-term capital gains on listed equity shares held for more than 12 months were eligible for a tax exemption, subject to payment of securities transaction tax (STT) Subsequently, Finance Bill 2018 introduced levy of tax at the rate of 10% (excluding applicable surcharge and cess) on long-term capital gains from disposal of equity shares, subject to payment of securities transaction tax2. The aforesaid regime has been enacted with effect from 1 April 2018 Deemed cost of acquisition as on 31 January 2018 is prescribed for listed and unlisted equity shares to grandfather past gains (if any) On 24 April 2018, the Central Board of Direct Taxes issued draft notification that protects genuine cases on non STT based acquisitions (such as bonus issue, rights issue, etc.) ► ► ► ► Computation of period of holding Capital gains shall be treated as long term in nature provided the relevant equity shares have been held for atleast twenty four months prior to the relevant date of “offer for sale” under IPO If the gains are treated as short term in nature (i.e., shares are held for less than twenty four months prior to the relevant date of “offer for sale”), the applicable capital gains tax rate shall be 15% (excluding applicable surcharge and cess) Irrespective of the above, the relief under relevant tax treaties may continue to be available, subject to satis- faction of all conditions for claiming benefit under the treaty ► ► ► ► Capital gains on sale of equity shares in an IPO ► The shares sold in an “offer for sale” under IPO are of an unlisted company (as on that date) and are subject to payment of securities transaction tax The aforesaid provisions do not prescribe mechanism to compute cost of acquisition as on 31 January 2018 of such equity shares (being unlisted as on the date of transfer) ► ► 2. On 24 April 2018, Central Board of Direct Taxes have issued draft notification that protects genuine cases on non STT based acquisitions (such as bonus issue, rights issue etc.). Disclaimer: This analysis excludes IPOs listed on the SME platform. PE backed IPOs– India Trendbook 2018 19

Indian IPO trends and outlook

Indian IPOs Trends for 14% of total IPOs in 2Q2018 and 16% of IPOs in 1H2018. In terms of proceeds, Indian exchanges accounted for 5% of global proceeds in both 2Q2018 and 1H2018 Out of 90 IPOs that were listed in 1H2018, 15 listed both on National (NSE) and Bombay (BSE) accounting for 93% of the total proceeds for 1H2018. National SME recorded 47% (42) of all IPOs listed, contributing a mere 5% to the country’s proceeds in 1H2018. Similarly, Bombay SME recorded 37% (33) of all IPOs listed, contributing 2% to the total proceeds For 1H2018, top five sectors in terms of number of IPOs were – industrials (27), consumer staples (18), materials (14), consumer products (10) and technology (5) By way of proceeds, the top sectors were – industrials (US$1.5 billion), financial sector (US$1.5 billion), consumer staples (US$279 million), TMT (US$160 million) and health care (US$158 million) First day average returns for companies that have started trading by 31 May are at +6.2%, while the current YTD returns (as of 31 May 2018) are at +3.0%. Comparatively, BSE Sensex gave +4% returns during this period while Nifty 50 gains were at +3% Overall, Indian IPO activity in 1H2018 was at a comparatively higher level than 1H2017 and saw 90 IPOs raise US$3.9 billion driven by solid activity in 1Q2018. This was 27% and 28% higher than 1H2017 activity in terms of number of issues and proceeds respectively, as companies tried to take advantage of the liquidity in the markets on the back of a solid 2017 However, activity slowed down a bit in 2Q2018 primarily owing to increased volatility in the stock markets. 2Q2018 saw 36 IPOs raise US$1.7 billion which was 33% and 24% lower than 1Q2018 in terms of number of issues and proceeds respectively. This was mainly due to the sharp correction in the last couple of months, thereby wiping out whatever gains the fresh issues had garnered Compared with 2Q2017, Indian IPO activity witnessed mixed results in 2Q2018. While the activity was up by 6% in terms of number of IPOs, it was down by 29% in terms of proceeds Globally, Indian exchanges recorded the highest IPO activity in terms of number of issues, accounting ► ► ► ► ► ► ► ► Disclaimer: This analysis excludes IPOs listed on the SME platform. PE backed IPOs– India Trendbook 2018 21

Outlook The outlook for the rest of 2018 looks positive, driven by relatively stable equity markets and sound corporate earnings. Stripping away the volatility driven by global factors seen since February 2018, steady investor confidence and the rise in domestic capital participation in the equity markets is encouraging a healthy IPO pipeline across sectors and markets. In general, earnings growth across key sectors has been positive. Conversely, while the micro is improving / expected to improve, the macro is facing headwinds Several companies have lined up for IPO plans worth US$5 billion in the coming months, consequently the prospects for India IPO activity are bright for the rest of the year. The stock market is seeing a lot more volatility this year and thus the time window for listings will get shorter as compared to last year. Also, a certain level of uncertainty surrounding the next year’s general elections may impact the overall IPO activity in the country However, going by the response last year, the deal sizes are expected to get larger. Inflows of domestic capital remains strong leading to many opportunities for companies to take the IPO route PSUs expected to go for listing this year include six state-owned entities — Indian Renewable Energy De- velopment Agency (IREDA), Rail Vikas Nigam, IRCON International, RITES, Garden Reach Shipbuilders and Engineers and Mazagon Dock - as the government intends to unlock the true value of such PSUs and bring in greater accountability Financial services, infrastructure and consumer companies with strong growth continue to be favourable bets. We do expect some pressure on deals in sectors where companies have failed to deliver earnings or are prone to corporate governance concerns The rising renewable energy industry is likely to witness a surge in IPO activity as they look to tap the country’s capital markets. Many companies in this sector are preparing for initial public offerings. However, they may face challenges given the volatile equity markets, lack of clarity on long term policies, industry outlook and overvaluation issues A few IPOs are also expected from the seafood industry as companies try to take advantage of the boom in shrimp exports. According to sources, Indian aquacul- ture production is estimated to touch a record seven lakh tonne during the current fiscal and reach one million tonne by 2020. Amongst the companies that have filed with SEBI are Nekkanti Sea Foods, Devi Seafoods and Sandhya Marines. They are expected to raise a total of around US$250 million. However, they may face headwinds in the form of increased US tariffs on Indian shrimp exports, softer global pricing and stock market volatility ► ► In general, India should continue its IPO boom due to the resilient nature of the economy, strong domestic liquidity and a strong pipeline of DRHPs filed with SEBI ► On the downside, new geopolitical tensions and uncer- tainties on the EY IPO Sentiment Radar TM can play spoilsport Trade wars between the US and China / Europe / rest of the world could impact global trade and slowdown growth across economies Italy’s debt crisis and UK’s progress on Brexit could cause a flight to safety making emerging market curren- cies like India extremely vulnerable to adverse fluctua- tions Spike in oil prices can cause India’s fiscal deficit to bal- loon as well as stoke inflation Unwinding of the stimulus by the US Fed can have far reaching impact on emerging markets Impending general elections and any fears of a frac- tured mandate could suddenly cause the investor sentiment to turn negative ► ► ► ► ► ► ► ► Disclaimer: This analysis excludes IPOs listed on the SME platform. 22 PE backed IPOs– India Trendbook 2018

EY IPO Sentiment RadarTM Potential impact Consider a number of alternative funding or exit options Preserve optionality with early IPO readiness preparations Prepare early to complete your IPO quickly in narrow IPO windows Be flexible in timing and pricing ► ► Our radar contains a variety of market factors that may impact investor sentiment for IPOs. Pre-IPO companies should analyze how these factors may affect their business and ultimately their impact on the timing and value of their transaction in view of their chosen IPO destination. ► ► Oil prices Geopolitical tensions Interest rate hikes Currency Political instability Elections Regulatory changes Short-term volatility Disclaimer: This analysis excludes IPOs listed on the SME platform. PE backed IPOs– India Trendbook 2018 23

About EY’s IPO Advisory Practice

Why IPO For fast-growing private companies seeking to raise capital, an initial public offering (IPO) can propel their growth. An IPO is not simply a one-time financial transaction, rather it’s a milestone in a complex transformation from private to public company. While the market looks promising, companies that are fully prepared will be best able to leverage the window of the current IPO opportunity ► An IPO being a special transaction requires seasoned professionals to make it a success. There are multiple advisors who are party to this transaction: 1. Bankers 2. Legal Counsels 3. Auditors 4. Regulators ► ► IPOreadiness gaps Strong equity story IPO project execution Reporting and co-ordination GAAP analysis IPOoffering documents and disclosures Reporting acceleration Timely and accurate financials Dataroom management Auditcommittee Prospectus Audit Financial communications What’s changing for you preparations Stockexchange listingrequirements Investorrelations IndianGAAP / Ind-AS / IFRS SEBI / ICDR / LODR Governance andreporting Disclosure controls Estimates and assumptions Demerger / Business acquisitions Accounting policies and procedures Optimaltax structuring Restatement of financial statements PE backed IPOs– India Trendbook 2018 25

EY IPO Solutions EY has a dedicated team of cross functional specialists to help you throughout your IPO journey IPO Readiness Assessment Project Management Office Staff augmentation Understand current state and the IPO plan ►Perform diagnostics and gap analysis ►Develop plans to address gaps ►Recommendations Coordination amongst all internal and external stakeholders ►Data room management ►Milestone monitoring ►Dashboards ►Staff augmentation ►Accounting close assistance ►GAAP Conversion (Indian GAAP/ Ind-AS) ►Assist in the preparation of financial information required in IPO ►KPI mapping and alignment based on company strategy ► ► ► ► ► ► ► ► ► ► ► ► ► Governance, risk and controls Tax planning and restructuring Benchmarking ►Board composition; committee formation ►Board governance guidelines, committee charters, code of conduct, etc. Enterprise Risk Management ►Policies & processes (e.g. insider trading, manuals, etc.) ►Structuring of the proposed business acquisition ►Review of documents ►Evaluate alternate options ►Recommendation and finalization of proposed option Benchmarking accounting policies disclosures, processes and KPI in relation industry peers ►Recommendations to improve processes based on market and peer comparison ► ► ► ► ► ► ► ► ► ► Fraud Investigation & Dispute Services (FIDS) ►Anti-bribery and Anti-corruption Compliance Services ►Anti-Corruption (FCPA) due diligence ►Anti-Corruption compliance program advisory ►Anti-Corruption investigation ►Whistle-blowing Services ►Third-party Due Diligence ►Background Research Services- Reputation checks of companies and individuals ► ► ► ► ► ► ► 26 PE backed IPOs– India Trendbook 2018

Benefits of having EY Save time Reduce cost and pressure Increase transaction certainty Share knowledge Reputed professional firm having a global footprint Merchant Banking & Transaction Tax Services under single umbrella Focused Capital Markets Team having experience of more than 100 years Offering merchant banking services* Well Updated positioned to advise knowledge base in the ever-changing regulatory environment No conflicts of interest Experienced professionals, industry databases and best practices Impeccable track record Recognized among regulators, exchanges and inter-mediaries *EY Merchant Banking Services is a Securities Exchange Board of India (SEBI) registered merchant banker PE backed IPOs– India Trendbook 2018 27

Your IPO work plan and EY’s IPO and listing services overview Align operational Manage investor finance strategy Design your IPO Build credibility and boards and goals with your finance-related optimize taxes Build the right infrastructure independence fulfill ongoing structure and value journey requirements Compliance, transparent committees Structures Leadership Prepare all systems to supporting Establish a Functions and taxes and board Financial relations, Systems Strategy company Timing Evaluation of sustainability story and reporting requirements, plus regulatory analysis ........................................................................ Design of future shareholders' influence following IPO (articles, voting rights, share classes and majorities) ......................................... Evaluation of existing controls, identification of weaknesses and ongoing testing of control effectiveness ............................................ Review of effectiveness of investor relations with regard to meeting investor demands ....................................................................... Internal audit planning and performance of internal auditing .............................................................................................................. Documentation of new capital market status in employment contracts and compliance levels .............................................................. Evaluation of the appropriateness and suitability of current debt facilities .......................................................................................... Identification and documentation (e.g., entity-level controls, IT general controls and business process controls) .................................. Setup of an internal and external IPO communications plan ............................................................................................................... Training of external reporting process owners in IFRS for capital market communication .................................................................... Development of relevant internal policies and manuals (e.g., code of conduct, ethics, ESG and CSR) ................................................... Review requirements for corporate secretarial and legal resources ................................................................................................... Audit and assurance services for financial statements required during and post-IPO .......................................................................... Board support (finance policy, corporate governance report, committee and CEO instructions) .......................................................... Review of registration statement for compliance with rules and regulations of specific exchange and regulator …................................ Support for business plan and creation of KPIs (pre- and post-money view) ....................................................................................... Design and creation of corporate governance structure and specific rules of procedure for the management board ............................ Opinion on annual financial statements, internal controls and management letter ............................................................................. Support for and testing and improvement of compliance systems (including fraud and bribery) ......................................................... Training of employees on capital market issues (e.g., insider regulation, ad hoc disclosure and directors dealings) ............................. Setup of a corporate communication calendar for the entire infrastructure from day one ................................................................. Support for specific IPO issues of tax accounting (review and assistance) ................................................................................... Support for and creation of a holistic integrated IPO fact book and brief investor presentation .................................................... Support with establishing compliance officer and internal compliance levels ............................................................................... Assistance with recruiting new hires (board composition, supervisory board members and IR officer) .......................................... Support with IR strategy (e.g., equity story building, KPIs, media plan, communication lines and policies) .................................... Support for and testing and improvement of risk management systems ..................................................................................... Support in creating the potential issuer (country of registration) and chosen capital structure .................................................... Assistance with and review of IPO valuation models (e.g., use of multiple methods to find own valuation range) .......................... Assistance with operational carve out and separation issues (e.g., IT and HR) ............................................................................ Creation and optimization of transparent company structure in line with segment reporting and equity story .............................. Preparation of whistle-blower program and hotline ................................................................................................................... IPO due diligence services (e.g., financial and taxes) according to issuer's and IPO intermediaries‘ requests................................. Creation of stock option plans according to company’s goals and capital market eligibility .......................................................... Transfer pricing analysis and documentation for ongoing related party transactions .................................................................. Peer group analysis covering readiness aspects (e.g., KPIs, segment reporting, GAAP and IR) .................................................... Support for and improvement of forecasting systems and capabilities (including working capital model) ..................................... Evaluation of IPO accounting issues (e.g., segment reporting and revenue recognition) ............................................................ Strategic IPO advisory providing coaching for the board and assistance with IPO project management ...................................... Creation of long-term employee incentive plan ....................................................................................................................... Dual-track organization of IPO and plan B .............................................................................................................................. Support in creating the issuer's legal form, articles and bylaws of corporate governance system chosen .................................. IPO time line development and tracking of milestones ...................................................................................................... Preparation, organization and operation of IPO data room ............................................................................................... Tax optimization of shareholder and exit structure .......................................................................................................... Assistance with setting up IR (internal organization, processes, infrastructure and ownership) .......................................... GAAP and IFRS conversion (diagnostic reviews, conversion implementation plans and full conversion) .............................. IT effectiveness assessment and process improvement services ...................................................................................... Support for and preparation of required reports and financial statements disclosures for prospectus ................................ Review of the incentive schemes of key people ............................................................................................................... IPO readiness and destination assessment and diagnostics ............................................................................................. Assistance with fast and advanced closing process for financial statements ................................................................... Analyze capital structure options (debt vs. equity mix options) ...................................................................................... Support in preparing IPO beauty contest (e.g., organization, questionnaire for investment banks, lawyer, IR agency) .... IPO readiness 7 4 6 6 3 3 3 6 2 5 8 5 8 2 2 5 7 4 4 1 7 1 1 4 3 3 7 6 6 3 3 6 8 6 5 8 8 2 5 2 2 5 7 5 7 2 4 4 7 4 1 1 1 1 taxes Financial Financial Strategy Functions Leadership Timing Structures and taxes Systems Structures and 28 PE backed IPOs– India Trendbook 2018

Align operational Manage investor finance strategy Design your IPO Build credibility and boards and goals with your finance-related optimize taxes Build the right infrastructure independence fulfill ongoing structure and value journey requirements Compliance, transparent committees Structures Leadership Prepare all systems to supporting Establish a Functions and taxes and board IPO considerations and planning Financial relations, Systems Strategy company 6–12 months leading up to IPO Timing 12–24 months prior to IPO IPO execution Being public Evaluation of sustainability story and reporting requirements, plus regulatory analysis ........................................................................ Design of future shareholders' influence following IPO (articles, voting rights, share classes and majorities) ......................................... Evaluation of existing controls, identification of weaknesses and ongoing testing of control effectiveness ............................................ Review of effectiveness of investor relations with regard to meeting investor demands ....................................................................... Internal audit planning and performance of internal auditing .............................................................................................................. Documentation of new capital market status in employment contracts and compliance levels .............................................................. Evaluation of the appropriateness and suitability of current debt facilities .......................................................................................... Identification and documentation (e.g., entity-level controls, IT general controls and business process controls) .................................. Setup of an internal and external IPO communications plan ............................................................................................................... Training of external reporting process owners in IFRS for capital market communication .................................................................... Development of relevant internal policies and manuals (e.g., code of conduct, ethics, ESG and CSR) ................................................... Review requirements for corporate secretarial and legal resources ................................................................................................... Audit and assurance services for financial statements required during and post-IPO .......................................................................... Board support (finance policy, corporate governance report, committee and CEO instructions) .......................................................... Review of registration statement for compliance with rules and regulations of specific exchange and regulator …................................ Support for business plan and creation of KPIs (pre- and post-money view) ....................................................................................... Design and creation of corporate governance structure and specific rules of procedure for the management board ............................ Opinion on annual financial statements, internal controls and management letter ............................................................................. Support for and testing and improvement of compliance systems (including fraud and bribery) ......................................................... Training of employees on capital market issues (e.g., insider regulation, ad hoc disclosure and directors dealings) ............................. Setup of a corporate communication calendar for the entire infrastructure from day one ................................................................. IPO Support for specific IPO issues of tax accounting (review and assistance) ................................................................................... Support for and creation of a holistic integrated IPO fact book and brief investor presentation .................................................... Support with establishing compliance officer and internal compliance levels ............................................................................... Assistance with recruiting new hires (board composition, supervisory board members and IR officer) .......................................... Support with IR strategy (e.g., equity story building, KPIs, media plan, communication lines and policies) .................................... Support for and testing and improvement of risk management systems ..................................................................................... Support in creating the potential issuer (country of registration) and chosen capital structure .................................................... Assistance with and review of IPO valuation models (e.g., use of multiple methods to find own valuation range) .......................... Assistance with operational carve out and separation issues (e.g., IT and HR) ............................................................................ Creation and optimization of transparent company structure in line with segment reporting and equity story .............................. Preparation of whistle-blower program and hotline ................................................................................................................... IPO due diligence services (e.g., financial and taxes) according to issuer's and IPO intermediaries‘ requests................................. Creation of stock option plans according to company’s goals and capital market eligibility .......................................................... Transfer pricing analysis and documentation for ongoing related party transactions .................................................................. Peer group analysis covering readiness aspects (e.g., KPIs, segment reporting, GAAP and IR) .................................................... Support for and improvement of forecasting systems and capabilities (including working capital model) ..................................... Evaluation of IPO accounting issues (e.g., segment reporting and revenue recognition) ............................................................ Strategic IPO advisory providing coaching for the board and assistance with IPO project management ...................................... Creation of long-term employee incentive plan ....................................................................................................................... Dual-track organization of IPO and plan B .............................................................................................................................. Support in creating the issuer's legal form, articles and bylaws of corporate governance system chosen .................................. IPO time line development and tracking of milestones ...................................................................................................... Preparation, organization and operation of IPO data room ............................................................................................... Tax optimization of shareholder and exit structure .......................................................................................................... Assistance with setting up IR (internal organization, processes, infrastructure and ownership) .......................................... GAAP and IFRS conversion (diagnostic reviews, conversion implementation plans and full conversion) .............................. IT effectiveness assessment and process improvement services ...................................................................................... Support for and preparation of required reports and financial statements disclosures for prospectus ................................ Review of the incentive schemes of key people ............................................................................................................... IPO readiness and destination assessment and diagnostics ............................................................................................. Assistance with fast and advanced closing process for financial statements ................................................................... Analyze capital structure options (debt vs. equity mix options) ...................................................................................... Support in preparing IPO beauty contest (e.g., organization, questionnaire for investment banks, lawyer, IR agency) .... your IPO journey. We recommend that you start this journey with EY’s IPO readiness service, which covers You will save time, reduce costs and increase transaction certainty by adopting a structured approach to all areas specific to the IPO case and is designed to guide your company through a successful transformation from private to public status. What is IPO readiness? 7 4 6 6 3 3 3 6 2 5 8 5 8 2 2 5 7 4 4 1 7 1 1 4 3 3 7 6 6 3 3 6 8 6 5 8 8 2 5 2 2 5 7 5 7 2 4 4 7 4 1 1 1 1 taxes Financial Financial Strategy Functions Leadership Timing Structures and taxes Systems Structures and PE backed IPOs– India Trendbook 2018 29

IPO Co-ordination (EY project management) People Process The IPO Co-ordination Team will use the roadmap to enable progress discussions and hold workstreams accountable to delivering on target The IPO Co-ordination Team executes bi-weekly status reporting to accurately communicate program health (e.g., progress, risks, and upcoming milestones) The IPO Co-ordination Team facilitates the risk management process to look ahead and proactively identify program risks and develop effective mitigation plans ► Dedicated client resource(s) with support from EY (“IPO Co-ordination Team”) to help monitor and report progress, address risk, and support realization of roadmap benefits ► ► ► Tools Roadmap monitoring Bi-weekly status reporting 30 PE backed IPOs– India Trendbook 2018

IPO thought leadership IPO destination guide Global IPO trends report Helps you to determine which capital market or listing zone, stock exchange and segment will support your company’s strategy. Explores the major themes and trends currently shaping the market through analysis, articles and interviews. EY’s guide to going public Guides you through the critical factors that go into a successful initial public offering and the EY IPO value journey. Investor Relations Exploring how investor relations is organised in companies pre and post IPO. IPO: With you all the way Reflects upon the various areas that need to be considered in your preparation for an IPO. Disclaimer: This analysis excludes IPOs listed on the SME platform. PE backed IPOs– India Trendbook 2018 31

About EY’s Investor Relations Practice

Why Investor Relations Absence of visibility has its downsides Incomplete information fosters uncertainty Uncertainty creates risk Risk motivates investors to demand a higher rate of return Results in a higher cost of capital and lower security prices Investor access and education is the key: Globalization and coverage of companies by analysts all over the world Consolidation/alliances: What it means for your firm, be aware of trends in competition Better valuations Higher liquidity for shares Showcases a good story to investor community ► ► ► ► ► Why Investor Relations Information required vs. available information What investors want What companies provide Assess a company’s future performance Get a sense of real growth potential Determine value of intangibles Get a big-picture, beyond the company’s financials Assess value on non-financial information Assess value of peer comparisons Get the right information fast enough Determine a company’s market share ► Detailed financial statements Some firms give guidance “Inflated” market share whenever given Enough information to meet regulatory requirements ► ► ► ► ► ► ► ► ► ► ► PE backed IPOs– India Trendbook 2018 33

Proposition and services offered High value investor relations advisory and research help the businesses to improve their visibility and access to the capital markets Services offered Design and establish an appropriate IR program that help the clients meet the rigorous demands of the financial community Draws upon our experience in establishing IR programs to bring together a range of ongoing IR support services Our experience with investor and analyst perspec- tives, coupled with our proven methodology helps drive shareholder value for our clients ► EY’s Investor relations practice is grounded in the fundamental equation: + = Company’s financial performance ► ► How that performance is interpreted by the investment community Company’s equity value IR’s build process Where does the IR function stand compared to the best practices? What should the IR capability look like? How should IR capability be designed and implemented? How should ongoing activities in the IR function be managed? As – is Assessment Design and build IR function Ongoing run support 4 weeks 4 weeks TBD Assess current IR state and align with best practices IR Function Definition Project kick-off IR IR Master Plan design and implementation Governance - Support Knowledge Transfer Understand business needs, IR vision/ strategy IR Governance Definition Management Review 34 PE backed IPOs– India Trendbook 2018

EY’s competencies Real-world skills and experience of research, corporate investor relations and capital markets Full-service high-value offering EY’s competencies Measureable performance Core team comprising of MBAs/CAs, rich in experience Disclaimer: This analysis excludes IPOs listed on the SME platform. PE backed IPOs– India Trendbook 2018 35

About EY’s Private Equity Services Practice

About EY’s Private Equity Services Practice world. EY has 16 offices spread across 10 cities in India. Worldwide, our 247,570 people across 150+ countries and 700+ cities are united by our shared values and their unwavering commitment to quality. EY’s India Private Equity Services Practice has been among the top advisors for private equity deals over the past ten years. EY has been awarded the “Most Active Transaction Advisor” award by Venture Intelligence for 2009-2013 and also the “Investment Bank of the Year, Private Equity” award by VC Circle in 2012 and 2017. EY’s India Private Equity Services Practice provides value to PE funds and their portfolio companies through its deep sector and service expertise. EY India is organized around key industry verticals in a matrix structure that enables us to offer an unparalleled blend of industry expertise and functional skills. We actively track about 15 sectors with sector leads driving our penetration in each of those sectors. EY has been working with the private equity industry for more than 25 years, with approximately 25,000 seasoned professionals worldwide dedicated to the industry and its business issues. EY serves 74% of the top 300 PE firms included in the Global PEI 300 firms list. Private equity firms, portfolio companies and investment funds face complex challenges. They are under pressure to deploy capital amid geopolitical uncertainty, increased competition, higher valuations and rising stakeholder expectations. Successful deals depend on the ability to move faster, drive rapid and strategic growth and create greater value throughout the transaction life cycle. EY taps its global network to help source deal opportunities and combines deep sector insights with the proven, innovative strategies that have guided the world’s fastest growing companies. ► ► In India, EY is among the leading providers of advisory, tax, transactions and assurance services. The organization is also the number one professional services brand* in India, which is a testimony to our relentless commitment to deliver exceptional client service and create a better working EY has been ranked as #1 Financial Advisor for over a decade across Mergermarket, Thomson Reuters and Bloomberg**. Our position as the foremost M&A advisor in the Indian mid-market enables us to create a robust deal origination pipeline for our PE/VC clients, acting as the tip of the spear of what is India’s dominant PE Services practice. Merger market Thomson Reuters Bloomberg 38 34 34 49 40 39 43 28 41 26 29 29 33 21 21 24 19 15 18 21 20 19 18 12 2014 2015 2016 2017 2014 2015 2016 2017 2014 2015 2016 2017 EY Closest compete # 1 advisor on deal count in Financial advisory league tables across databases Consistently maintaining a significant lead from closest compete Adjudged as the Investment Bank of the Year at the VC Circle Awards 2017 ► ► ► PE backed IPOs– India Trendbook 2018 37

EY services for Private Equity We offer an array of services to Private Equity funds and their portfolio/investee companies through our various service lines. Partners (Personal tax)� Fund assurance (Assurance and Tax Structuring) Fund Raising (Audit of fund performance) Funds Buyside support (Financial Due Diligence, Tax Structuring and Diligence, Business DD, Environmental Compliance,CDM Human Capital, Valuations) Transaction Advisory Services Buyside advisory (M&A and valuations, Fraud, Investigation and Dispute Services) Portfolio Services Transition (Transaction Integration, GAAP Conversion, Governance, Controls Assessment, MIS Development, Process Advisory, Standard Operating Procedures) Exit readiness (IPO, GAAP Conversion, SOX Compliance, VDD, Sale Mandates, Clause 49) Distressed (Bank intermediary, working capital, cost reduction) Assurance (Assurance, Tax Compliance, Risk Management, Corporate Governance Advisory, Internal Audits and Fraud reviews) Growth (Strategic Options, Technology Security, IT Strategy, Operational Improvement, Market Entry Options & WCM) 38 PE backed IPOs– India Trendbook 2018

Delivering issue-based solutions to the entire PE enterprise EY has established six distinct solutions reflecting the holistic set of challenges that PE firms face across all levels of the organization – the management company, the funds, and their portfolio companies. Operating model and automation Global compliance and reporting Deal origination Alternative asset managers need to drive efficiency through multi- year target operating models and infrastructure strategies to remain competitive. These align with strategic growth plans by leveraging vendor and service provider activities. EY defines and monitors data analytics and key performance indicators to annually assess data governance and risk against these target models. Large asset managers have hundreds of non-US legal entities in multiple countries, and continually create new ones – all with different compliance obligations. Many are outsourced and require local knowledge. EY gathers the data, leverages local EY teams familiar with accounting and tax laws, performs data analytics to identify trends, risks and opportunities and monitors filing requirements. The intense competition for a limited number of deals raises stakes to win for private equity firms. A proprietary investment approach, driven by sector insights, enables firms to confidently place winning bids that generate appropriate returns. EY’s global origination team turns opportunities into actionable strategies. Our proprietary knowledge and advanced analytics help develop strategic capital options to help firms achieve success. Integrated due diligence Value creation Exit readiness and IPO Private equity firms conduct diligence on assets across strategic, financial, tax, operational and HR issues. Firms historically used issue-based advisors, managing different parties and consolidating findings at the end of the process. Employing EY’s integrated diligence approach at the early stages of a transaction provides more effective, comprehensive diligence on an asset, giving firms a distinct competitive advantage. Private-equity firms face increasing pressure to attract fresh capital. This requires generating greater investment returns and demonstrating a consistent track record in creating value in their portfolio. EY’s value creation solution addresses these challenges across all five stages of the deal life cycle, including deal origination, diligence, inception, optimization and exit strategy. Private equity firms must plan exits rigorously in order to successfully monetize their investment during the exit process in today’s challenging environment. Executives must identify key short- and long-term priorities prior to undertaking an IPO or alternative transaction. EY can advise deal teams and portfolio companies on exit alternatives, assess exit readiness, prepare a business for exit/IPO and create a value story for targeted buyers. PE backed IPOs– India Trendbook 2018 39

Focused advisory solutions for private equity backed portfolio companies EY’s IPO readiness service is the first step in what we describe as the “IPO value journey” and is designed to guide the client through a successful transformation from private to public status. Achieving readiness will ensure a strong debut in the capital markets. Getting IPO readiness right means implementing change throughout the business, organization and the corporate culture. As a public company, the client will be subject to increased filing requirements, transparency, compliance, scrutiny by investors and analysts and overall accountability for delivering on promises. Successful businesses start to prepare typically 12 to 24 months before the IPO — in many cases with an IPO readiness assessment. IPO readiness: The first step in the IPO value journey Depending on objectives and business context, EY helps the client develop a combination of short-term and long-term strategies to reduce costs, optimize process and bring in efficiency and effectiveness across all layers of business to deliver positive impact on EBITDA by ensuring optimal utilization of both tangible and intangible resources. Performance improvement Analytics: Generate insights to make smarter, faster decisions EY helps clients build data and information strategies using various analytics tools to deal with big data to address various areas of business, ranging from opportunity sizing and feasibility, operations and customer modelling, executive decision making, merger acquisition and valuation. EY helps across the capability value chain ranging from strategy, implementation, hosting and running the analytics functions. Growth Navigator: Achieving your growth ambitions Having a broader perspective on the drivers of growth in your business and finding innovative ways to accelerate and sustain that growth can give you a competitive advantage. That’s why we’ve developed EY Growth Navigator™, an interactive experience that uses the EY 7 Drivers of Growth to help you and your leadership team assess your business’s current and aspirational position, and create a strategic road map to help you get there. Route to Market (RTM): Deliver a successful strategy for your business EY identifies focused opportunities for optimizing cost and growth after full assessment; designs new RTM, including different approaches for different segments (customers, regions, seasonal demand); identifies the optimal concessionaires’ model taking into account different distribution approaches; and supports the implementation of the RTM by providing IT specs and additional services (e.g., stock management options). EY assists internal teams to build cyber awareness and conduct company-wide training, as well as training of board of directors. EY supports in building regulations and compliance requirements with audit and readiness services. EY helps transform the security program and integrate information security and IT risk across the enterprise as well as help implement globalized data protection strategies to protect information that matters, while considering regulatory and industry compliances. Cyber security 40 PE backed IPOs– India Trendbook 2018

Notes PE backed IPOs– India Trendbook 2018 41

Our pan-India presence Chandigarh Delhi NCR Ahmedabad Kolkata Jamshedpur Mumbai Pune Hyderabad Bengaluru Chennai Kochi Disclaimer: This analysis excludes IPOs listed on the SME platform. 42 PE backed IPOs– India Trendbook 2018

Our offices Kolkata 22 Camac Street 3rd Floor, Block ‘C’ Kolkata - 700 016 Tel: + 91 33 6615 3400 Fax: + 91 33 2281 7750 Delhi NCR Golf View Corporate Tower B Sector 42, Sector Road Gurgaon - 122 002 Tel: + 91 124 464 4000 Fax: + 91 124 464 4050 Ahmedabad 2nd floor, Shivalik Ishaan Near C.N. Vidhyalaya Ambawadi Ahmedabad - 380 015 Tel: + 91 79 6608 3800 Fax: + 91 79 6608 3900 3rd & 6th Floor, Worldmark-1 IGI Airport Hospitality District Aerocity, New Delhi - 110 037 Tel: + 91 11 6671 8000 Fax + 91 11 6671 9999 Mumbai 14th Floor, The Ruby 29 Senapati Bapat Marg Dadar (W), Mumbai - 400 028 Tel: + 91 22 6192 0000 Fax: + 91 22 6192 1000 Bengaluru 6th, 12th & 13th floor UB City, Canberra Block No.24 Vittal Mallya Road Bengaluru - 560 001 Tel: + 91 80 4027 5000 + 91 80 6727 5000 + 91 80 2224 0696 Fax: + 91 80 2210 6000 4th & 5th Floor, Plot No 2B Tower 2, Sector 126 NOIDA - 201 304 Gautam Budh Nagar, U.P. Tel: + 91 120 671 7000 Fax: + 91 120 671 7171 5th Floor, Block B-2 Nirlon Knowledge Park Off. Western Express Highway Goregaon (E) Mumbai - 400 063 Tel: + 91 22 6192 0000 Fax: + 91 22 6192 3000 Tower C, 3rd Floor, RMZ Infinity, Municipal No. 3, Old Madras Road, Survey No: 1477/2 & 10, Benniganahalli, K.R. Puram, Bengaluru, Karnataka 560016 Tel: +91 80 6727 5000 Fax: +91 80 2222 9914 Hyderabad Oval Office, 18, iLabs Centre Hitech City, Madhapur Hyderabad - 500 081 Tel: + 91 40 6736 2000 Fax: + 91 40 6736 2200 Pune C-401, 4th floor Panchshil Tech Park Yerwada (Near Don Bosco School) Pune - 411 006 Tel: + 91 20 6603 6000 Fax: + 91 20 6601 5900 Jamshedpur 1st Floor, Shantiniketan Building Holding No. 1, SB Shop Area Bistupur, Jamshedpur – 831 001 Tel: +91 657 663 1000 BSNL: +91 657 223 0441 Chandigarh 1st Floor, SCO: 166-167 Sector 9-C, Madhya Marg Chandigarh - 160 009 Tel: +91 172 331 7800 Fax: +91 172 331 7888 Kochi 9th Floor, ABAD Nucleus NH-49, Maradu PO Kochi - 682 304 Tel: + 91 484 304 4000 Fax: + 91 484 270 5393 Chennai Tidel Park, 6th & 7th Floor A Block (Module 601,701-702) No.4, Rajiv Gandhi Salai Taramani, Chennai - 600 113 Tel: + 91 44 6654 8100 Fax: + 91 44 2254 0120 Disclaimer: This analysis excludes IPOs listed on the SME platform. PE backed IPOs– India Trendbook 2018 43

Contacts About EY EY is a global leader in assurance, tax, transaction and advisory services. The insights and quality services we deliver help build trust and confidence in the capital markets and in economies the world over. We develop outstanding leaders who team to deliver on our promises to all of our stakeholders. In so doing, we play a critical role in building a better working world for our people, for our clients and for our communities. Private Equity Services Practice Vivek Soni Partner and National Leader E: Vivek.Soni@in.ey.com Dilip Dusija Associate Partner E: Dilip.Dusija@in.ey.com Narendra Rohira Partner, Transaction Tax E: Narendra.Rohira@in.ey.com Nachiket Deo Partner, Transaction Tax E: Nachiket.Deo@in.ey.com EY refers to the global organization, and may refer to one or more, of the member firms of Ernst & Young Global Limited, each of which is a separate legal entity. Ernst & Young Global Limited, a UK company limited by guarantee, does not provide services to clients. For more information about our organization, please visit ey.com. Subramaniam Krishnan Partner, Tax & Regulatory Services E: Subramaniam.Krishnan@in.ey.com Ernst & Young LLP is one of the Indian client serving member firms of EYGM Limited. For more information about our organization, please visit www.ey.com/in. IPO Advisory Practice Ernst & Young LLP is a Limited Liability Partnership, registered under the Limited Liability Partnership Act, 2008 in India, having its registered office at 22 Camac Street, 3rd Floor, Block C, Kolkata - 700016 Vish Dhingra Partner and National IPO Leader E: Vish.Dhingra@in.ey.com Sandip Khetan Partner and National Leader FAAS E: Sandip.Khetan@in.ey.com © 2018 Ernst & Young LLP. Published in India. All Rights Reserved. Jigar Parikh Partner E: Jigar.Parikh@in.ey.com Charanjit Attra Partner E: Charanjit.Attra@in.ey.com EYIN1806-005 ED None Veenit Surana Director E: Veenit.Surana@in.ey.com This publication contains information in summary form and is therefore intended for general guidance only. It is not intended to be a substitute for detailed research or the exercise of professional judgment. Neither Ernst & Young LLP nor any other member of the global Ernst & Young organization can accept any responsibility for loss occasioned to any person acting or refraining from action as a result of any material in this publication. On any specific matter, reference should be made to the appropriate advisor. Investor Relations Practice Jill Deviprasad Partner E: Jill.Deviprasad@in.ey.com VN Research and Insights Allwyn D’Souza Manager E: Allwyn.Dsouza@in.ey.com Brand, Marketing and Communications Pooja Bhalla Mathur Vice President E: pooja.mathur@in.ey.com Jerin Verghese Associate Director E: jerin.verghese@in.ey.com Shreya Sabharwal Manager E: shreya.sabharwal@in.ey.com Shreya Sharma Assistant Manager E: shreya4.sharma@in.ey.com ey.com/in @EY_India EY|LinkedIn EY India EY India careers ey_indiacareers

IPO Activity Overview – EY India Advisory Services