Private Equity Round Up - 3Q 2018 by EY India

1. Can Private Equity Boom if Public Markets Bust? Discover powerful new ways for PE to create unexpected paths to value. PE Roundup – 3Q2018 & Sept‘18 The better the question.The better the answer. The better theworldworks.

2. PE Quarterly Roundup – 3Q2018

3. Key Trends – Half Yearly Investments ► On a Y-o-Y basis, quarterly PE/VC investments in 3Q2018 declined 23% in value terms compared to 3Q2017 (US$ 6.7 billion vs US$ 8.7 billion in 3Q2017) despite a 29% increase in the number of deals over the same period (178 deals vs 138 deals in 3Q2017). On a sequential basis, the quarterly decline in value of investments was 11% and 16% compared to 2Q2018 and 1Q2018 respectively. The decline in investments was mainly on account of fewer large deals (deals with value greater than US$100 million) in 3Q2018. 3Q2018 recorded 13 large deals aggregating US$3.9 billion compared to 18 such deals in 3Q2017 aggregating US$7 billion. 2Q2018 recorded 25 large deals aggregating US$6.1 billion, while 1Q2018 recorded 13 large deals aggregating US$5.7 billion. ► Steady flow of large deals had helped each of the last four quarters record investments in excess of US$7 billion. Though the trend has been broken in 3Q2018, there were couple of large deals in the works in 3Q2018 that if concluded can add significantly to the overall investment tally for 2018. These include, TPG’s and ADIA’s US$1.2 billion funding of UPL for its overseas acquisition of Arystra and Westbridge, Madison and Rakesh Jhunjunwala’s US$1 billion investment in Star Health and Allied Insurance. ► The largest deals in 3Q2018 include Softbank, Sequoia, Lightspeed and others investing US$1 billion in OYO Rooms, KKR’s US$ 530 million buyout of Ramky Enviro and AION-JSW’s US$400 million buyout of Monnet Ispat. ► From the point of view of type of investment, Growth and PIPE deals recorded significant fall in investments. 3Q2018 recorded US$2.6 billion in growth deals (US$5.7 billion in 3Q2017 and US$3.5 billion in 2Q2018) and US$57 million in PIPE deals (US$599 million in 3Q2017 and US$690 million in 2Q2018). On the other hand, 3Q2018 was the best quarter for startup investments, with deals worth US$2.1 billion, being the best quarter for startup investments since 2Q2015 (US$1.7 billion). Buyouts also recorded healthy growth in 3Q2018 with US$1.3 billion invested across 9 deals compared to US$920 million across 6 deals in 3Q2017. This takes the total value of buyouts in 2018 till date to US$6.3 billion (32 deals), surpassing the previous record set in 2015 of US$3.9 billion across 29 deals. Page 3 EY Analysis of VCCEdge Data

4. Key Trends – Half Yearly Investments (cont’d.) ► From a sector point of view, most of the top sectors for PE/VC investments recorded noticeable declines in 3Q2018. Ecommerce, Real Estate, Financial Services, and Healthcare, which are some of the sectors that traditionally receive maximum PE/VC investments, recorded quarterly investment declines in excess of 50% on a Y-o-Y basis. Power & Utilities, Logistics and Technology were the few sectors to show improvement in 3Q investments compared to last year, albeit with very few deals Page 4 EY Analysis of VCCEdge Data

5. Key Trends - Half Yearly Exits ► If we exclude the Flipkart deal, at US$1.3 billion PE/VC Exits declined by 71% on a Y-o-Y basis in 3Q2018, making it the worst performing quarter in 2018 for exits. ► The decline in exits in 3Q2018 was across most types both in terms of value and volume. Though exits via strategic sale were the highest ever at US$16.1 billion (16 deals), it was mainly on account of the single large US$16 billion Walmart- Flipkart deal. Exits via secondary sale (sale to other PE funds) recorded US$390 million (7 deals), 73% lower compared to 3Q2017 in terms of value. ► Volatility in the markets continued to impact open market deal activity as well as PE backed IPOs. 3Q2018 recorded just 14 deals worth US$647 million compared to 32 deals worth US$1.5 billion in 3Q2017, US$1 billion in 2Q2018 and US$890 million in 1Q2018. IPO market also recorded muted performance with just two PE backed IPOs in 3Q2018 (7 in 3Q2017) which include TA Associates selling its 11% stake in TCNS Clothing for US$72 million, and Micro Ventures selling its stake in Credit Access Grameen Limited for US$72 million. ► From a sector perspective, E-commerce recorded highest value of exits in 3Q2018 (US$16 billion across 3 deals) mainly on account of the large US$16 billion deal followed by Financial Services (US$491 million across 7 deals). ► The largest exit in 3Q2018 was also the largest exit ever for the Indian PE/VC industry which saw Softbank, Tiger Global, Accel and others selling around 77% stake in Flipkart to Walmart for US$16 billion. Fund Raise ► 3Q2018 saw US$2.6 billion in fund raises, 17% higher compared to 3Q2017 and the highest quarterly fund raise ever. Sequoia’s US$695 million sixth fund and True North’s US$ 600 million sixth fund were the largest fund raises in 3Q2018. New fund raise plans announced in 3Q2018 stood at US$4.3 billion. Page 5 EY Analysis of VCCEdge Data

6. PE/VC quarterly headline trends – Investments US$m # Total PE/VC Investments 9,000 250 220 188 182 178 178 177 200 165 164 163 157 146 6,000 138 129 150 121 100 3,000 50 5,139 6,003 5,043 4,310 3,658 3,097 5,138 4,179 6,214 8,686 7,379 7,986 7,501 6,681 - 0 2Q2015 3Q2015 4Q2015 1Q2016 2Q2016 3Q2016 4Q2016 1Q2017 2Q2017 3Q2017 4Q2017 1Q2018 2Q2018 3Q2018 Value (US$m) # of deals US$m PE/VC Investments - split across asset classes 9,000 302 146 2,254 300 1,634 789 - 287 1,440 763 6,000 55 1,451 78 1,033 1,261 532 632 1,019 253 51 350 696 148 889 106 432 3,000 837 4,608 4,687 3,715 3,071 3,078 2,154 4,041 3,874 4,894 6,130 5,639 4,901 6,566 5,918 - 2Q2015 3Q2015 4Q2015 1Q2016 2Q2016 3Q2016 4Q2016 1Q2017 2Q2017 3Q2017 4Q2017 1Q2018 2Q2018 3Q2018 PE/VC Investment (other sectors) (US$m) Real Estate (US$m) Infrastructure (US$m) Page 6 EY Analysis of VCCEdge Data

7. PE/VC quarterly headline trends – Exits Total PE/VC Exits US$m # 17,272 69 69 5,000 75 66 64 64 64 61 59 59 4,000 51 50 44 42 50 40 3,000 2,000 25 1,000 2,749 1,205 1,358 2,067 1,073 2,046 1,483 2,033 2,681 4,550 3,749 1,824 3,713 1.3 1.3 - 0 2Q2015 3Q2015 4Q2015 1Q2016 2Q2016 3Q2016 4Q2016 1Q2017 2Q2017 3Q2017 4Q2017 1Q2018 2Q2018 3Q2018 Value (US$m) # of exits PE/VC Exits - split across asset classes US$m 4 17,249 276 67 4,000 236 13 - 3,000 69 111 1 44 56 76 2,000 3 252 184 45 0 - 262 15 84 350 40 1,000 157 2,667 1,165 1,274 1,814 901 1,999 1,088 1,793 2,570 4,270 3,446 1,486 3,713 1.3 1.3 - 2Q2015 3Q2015 4Q2015 1Q2016 2Q2016 3Q2016 4Q2016 1Q2017 2Q2017 3Q2017 4Q2017 1Q2018 2Q2018 3Q2018 Other Sectors (US$m) Real Estate (US$m) Infrastructure (US$m) Page 7 EY Analysis of VCCEdge Data

8. PE/VC quarterly headline trends – Fund Raise US$m # Fund Raise 20 17 16 14 2,000 13 15 12 12 11 11 11 11 9 9 8 10 1,000 5 2 1,938 1,285 1,325 2,075 942 320 976 1,287 719 2,234 1,533 1,304 1,701 2,607 - - 2Q2015 3Q2015 4Q2015 1Q2016 2Q2016 3Q2016 4Q2016 1Q2017 2Q2017 3Q2017 4Q2017 1Q2018 2Q2018 3Q2018 Total funds raised (US$m) Total # of funds raised Page 8 EY Analysis of VCCEdge Data

9. Investments – (excluding Infrastructure and Real Estate) # of Deals Total Investments (US$m) 3Q2018 168 3Q2018 5,918 3Q2017 122 3Q2017 6,130 Deal Type # Deal Type US$m 12 96 Credit Investment Credit Investment 7 561 9 1,283 Buyout Buyout 3 4 280 57 PIPE PIPE 6 548 Startup/Early stage 90 Startup/Early stage 2,088 69 664 52 2,392 Expansion/Growth Expansion/Growth 37 4,077 Deal Size # Deal Size US$m 10 3,409 > $100m > $100m 12 4,695 15 1,285 $50m - $100m $50m - $100m 9 565 659 20 $20m - $50m $20m - $50m 15 474 303 21 $10m - $20m $10m - $20m 15 224 261 72 < $10m < $10m 41 172 ** Deal value not available on 19 out of 160 deals in 2Q2018 and 30 out of 151 deals in 2Q2017 Page 9 EY Analysis of VCCEdge Data

10. Investments – Infrastructure and Real Estate Total Investments (US$m) # of Deals 3Q2018 763 2Q2018 11 3Q2017 2,556 2Q2017 16 Deal Type # Deal Type US$m 4 Credit Investment Credit Investment 486 2 179 Buyout Buyout 3 640 PIPE PIPE 2 2 52 30 Startup/Early stage Startup/Early stage 2 59 5 Expansion/Grow th Expansion/Growth 247 7 1,626 Deal Size # Deal Size US$m 3 536 > $100m > $100m 6 2,295 2 196 $50m - $100m $50m - $100m 1 62 $20m - $50m $20m - $50m 5 158 2 30 $10m - $20m $10m - $20m 2 2 31 1 < $10m < $10m 2 11 ** Deal value not available on 2 out of 10 deals in 2Q2018 and 5 out of 10 deals in 2Q2017 Page 10 EY Analysis of VCCEdge Data

11. 3Q 2018 Investments –Sector Cut 3Q2018 3Q2017 Top Sectors by value (US$m) Top Sectors by # of deals 43 Finacial Services 1,459 Ecommerce 36 2,849 23 Technology 899 Financial services 33 1,359 20 Ecommerce 895 Power & Utilities 15 11 Real Estate, Hospitality & Construction Food and Agriculture 763 8 2,254 10 Healthcare 656 Technology 13 229 9 Real Estate 406 Metal & Minning 11 8 Logistics 279 Travel 6 16 Retail & Consumer Products 8 217 Media & Entertainment 12 - 7 Industrial Products 217 Pharmaceuticals 3 39 32 Others 889 Others 28 1941 *** RCP – Retail & Consumer Products Page 11 EY Analysis of VCCEdge Data

12. Top PE Investments Top PE investments excluding Infrastructure and Real Estate in 3Q2018 Stake (%) Company PE Investor Sector Stage US$m Oravel Stays Private Limited. (OYO Rooms) Ramky Enviro Engineers Limited. Monnet Ispat And Energy Limited Lightspeed, Sequoia, Greenoaks, SoftBank Startup/Early Stage Ecommerce 1,000 NA KKR Power & Utilities Buyout 530 NA AION - JSW Metal & Minning Buyout 400 75 Quebec Deposit and Investment Fund CLP India Private Limited Power & Utilities Growth Capital 363 5 One97 Communications (Paytm) Berkshire Hathaway Financial services Growth Capital 300 3 ANI Technologies (Ola) Temasek Transportation Growth Capital 225 NA Hiveloop Technology Private Limited Startup/Early Stage Lightspeed, DST Global Ecommerce 225 26 Blume Ventures Fund I, Mithril Capital Management LLC, Binny Bansal Accel, IDG Ventures, Kalaari Capital, Oaktree GreyOrange Pte Ltd. Technology Growth Capital 140 NA CureFit Healthcare Private Limited Startup/Early Stage Healthcare 120 NA Sai Life Sciences Ltd. TPG Pharmaceuticals Growth Capital 105 35 Page 12 EY Analysis of VCCEdge Data

13. Top PE Investments Top Infrastructure and Real Estate investments in 3Q2018 Stake (%) Company PE Investor Stage US$m Projects of three developers Piramal Capital Credit Investment 214 NA 3 Mumbai real estate projects of Lodha and Saporji Palllonji KKR Credit Investment 176 NA Provenance Land Pvt Ltd GIC Pvt. Ltd Growth Capital 145 49 PBEL Property Development India Pvt. Ltd., Residential Projects Peninsula Brookfield Growth Capital 100 NA Samhi Group Piramal Capital Credit Investment 96 NA Page 13 EY Analysis of VCCEdge Data

14. 3Q2018 Exits –Analysis Total Exits (US$m) # of Deals 3Q2018 17,272 3Q2018 40 3Q2017 4,550 3Q2017 65 Exit Type # Exit Type US$m 14 647 Open Market Open Market 32 1,472 390 7 Secondary Secondary 9 1,424 16 16,078 Strategic Strategic 11 382 13 1 Buyback Buyback 6 281 143 2 IPO IPO 7 991 Top Sectors # Top Sectors US$m 16,000 9 Ecommerce Technology 897 491 6 7 Financial Services Financial Services 1,561 225 12 4 Travel Retail and Consumer 3 3 189 Technology Ecommerce 367 115 3 2 Retail and Consumer Infrastructure 118 251 1 13 Others Others 1,606 12 Page 14 EY Analysis of VCCEdge Data

15. Top Exits Top Exits in 3Q2018 Stake (%) Company Sector Sellers Buyer Exit Type US$m Softbank, Naspers,Tiger, Accel, IDG and others Flipkart Pvt. Ltd. Ecommerce Walmart Inc. Strategic 16,000 77 Helion Ventures, Accel India, Bessemer, Others ANI Technologies (Ola) Transportation Temasek Secondary 225 NA Hexaware Technologies Ltd. Open Market Technology Baring Asia NA 160 8 Sai Life Sciences Ltd. Pharmaceuticals TATA Capital TPG Secondary 105 NA TCNS Clothing Company Pvt. Ltd. Credit Access Grameen Limited Retail and Consumer products TA Associates NA IPO 72 11 Financial Services MicroVentures NA IPO 72 80 Page 15 EY Analysis of VCCEdge Data

16. Fund Raise Top Fund Raise in 3Q2018 Status Fund US$m Strategy Remark Technology, Healthcare & Consumer Products Raised Sequoia India 695 Sixth Fund Raised True North 600 Sector Agnostic Sixth Fund Consumer Technology Raised Matrix Partners India 300 Third Fund Raised Greater Pacific 300 Sector Agnostic Second Fund Consumer Technology Raised Lightbox Ventures 178 Third Fund Page 16 EY Analysis of VCCEdge Data

17. PE Monthly Roundup – Sept’18

18. Key Trends ► September 2018 recorded US$3.4 billion in investments, a 89% increase over September 2017 and almost twice the investments received in the previous month. The rise is mainly on account of few large deals of value greater than US$100 million. September 2018 had six large deals adding up to US$2.4 billion compared to seven deals of aggregate value US$1.3 billion in September 2017 and 5 deals of aggregate value US$1.1 billion in August 2018. ► The US$16 billion Walmart-Flipkart deal dominated exits in September 2018. ► There were US$289 million worth funds raised in September 2018. Page 18 EY Analysis of VCCEdge Data

19. PE/VC monthly headline trends – Investments US$m # Total PE/VC Investments 73 80 67 66 5,000 61 56 56 55 55 55 53 53 60 4,000 46 41 3,000 40 2,000 20 1,000 1,795 2,095 2,637 2,647 3,506 1,438 2,972 2,392 3,500 1,381 1,617 1,661 3,404 - 0 Sep-17 Oct-17 Nov-17 Dec-17 Jan-18 Feb-18 Mar-18 Apr-18 May-18 Jun-18 Jul-18 Aug-18 Sep-18 Value (US$m) # of deals US$m PE/VC Investments – split across asset classes 5,000 4,000 - - 11 - 440 820 - 3,000 300 1,634 - 435 - 300 335 2,000 684 322 - 3,393 - 360 243 - 392 15 - 388 1,264 230 2,212 1,000 1,773 1,653 2,686 1,195 951 2,057 3,061 1,361 1,224 1,301 - Sep-17 Oct-17 Nov-17 Dec-17 Jan-18 Feb-18 Mar-18 Apr-18 May-18 Jun-18 Jul-18 Aug-18 Sep-18 PE/VC Investments(other sectors) (US$m) Real Estate (US$m) Infrastructure (US$m) Page 19 EY Analysis of VCCEdge Data

20. PE/VC monthly headline trends – Exits US$m # Total PE/VC Exits 3,000 27 25 24 2,000 22 25 20 19 19 17 12 12 12 9 9 1,000 2,044 623 2,725 401 969 150 705 1,629 1,638 438 397 846 16,029 - - Sep-17 Oct-17 Nov-17 Dec-17 Jan-18 Feb-18 Mar-18 Apr-18 May-18 Jun-18 Jul-18 Aug-18 Sep-18 Value (US$m) # of exits US$m PE/VC Exits – split across asset classes 3,000 16 16,029 2,000 212 2 1,000 80 76 1,832 129 7 158 813 844 - 13 62 67 466 2,708 97 53 1,629 1,638 377 576 438 272 - Sep-17 Oct-17 Nov-17 Dec-17 Jan-18 Feb-18 Mar-18 Apr-18 May-18 Jun-18 Jul-18 Aug-18 Sep-18 Other Sectors (US$m) Real Estate (US$m) Infrastructure (US$m) Page 20 EY Analysis of VCCEdge Data

21. PE/VC monthly headline trends – Fund Raise US$m # Fund Raise 9 10 8 7 2,000 8 6 5 5 6 4 4 3 3 3 3 1,000 4 2 2 1,689 31 675 828 244 153 1,060 470 368 863 257 2,063 288 - - Sep-17 Oct-17 Nov-17 Dec-17 Jan-18 Feb-18 Mar-18 Apr-18 May-18 Jun-18 Jul-18 Aug-18 Sep-18 Total funds raised (US$m) Total # of funds raised Page 21 EY Analysis of VCCEdge Data

22. PE Investments – US$3,393 million over 55 deals Top Sectors by Volume Top Sectors by Value US$m Technology 15 Ecommerce 1,337 Financial services 12 Financial services 558 Ecommerce 8 Technology 446 Business and Professional Services 3 Metal & Minning 400 Food and Agri 3 Power & Utilities 363 Others 14 Others 299 Deal Value US$m (Volume) Deal Type US$m (Volume) 1491(24) 1378(21) 2428(6) 500(3) 679(8) 142(5) 82(19) 61(4) 13(3) 9(1) < $10m $10m - $20m $20m - $50m $50m - $100m > $100m Credit Investment Buyout PIPE Startup/Early Stage Growth Capital Financing Page 22 EY Analysis of VCCEdge Data

23. Infra and Real Estate Investments – US$11 million over 3 deals By Value US$m By Volume Real Estate 11 Real Estate 3 Infrastructure - Infrastructure Deal Value US$m (Volume) Deal Type US$m (Volume) 10(1) 10(1) 1(1) 1(2) - - - - - - < $10m $10m - $20m $20m - $50m $50m - $100m > $100m Credit Investment Buyout PIPE Startup/Early Stage Growth Capital Financing Page 23 EY Analysis of VCCEdge Data

24. Top PE Investments Top PE Investments excluding Infrastructure and Real Estate in Sept 2018 Stake (%) Company PE Investor Sector Stage US$m Oravel Stays Private Limited. (OYO Rooms) Monnet Ispat And Energy Limited Lightspeed, Sequoia, Greenoaks, SoftBank Startup/Early Stage Ecommerce 1,000 NA AION - JSW Metal & Minning Buyout 400 75 Quebec Deposit and Investment Fund CLP India Private Limited Power & Utilities Growth Capital 363 5 One97 Communications (Paytm) Hiveloop Technology Private Limited Berkshire Hathaway Financial services Growth Capital 300 3 Startup/Early Stage Lightspeed, DST Global Ecommerce 225 26 Blume Ventures, Mithril Capital Management, Binny Bansal GreyOrange Pte Ltd. Technology Growth Capital 140 NA Page 24 EY Analysis of VCCEdge Data

25. Top Infrastructure and Real Estate Investments Top Infrastructure and Real Estate Investments in Sept 2018 Stake (%) Company PE Investor Sector Stage US$m Accel, Matrix Partners, Sequoia Startup/Early Stage Dwelve Spaces Pvt. Ltd. Real Estate 10 NA Beneficent Knowledge Parks and Properties Ltd. Excelestar Ventures Real Estate Growth Capital 0.7 NA Page 25 EY Analysis of VCCEdge Data

26. Exits – US$16 billion across 9 deals in Sept 2018 Exits in Sept 2018 Deal Value US$m (Volume) Deal Value US$m (Volume) 16019(8) Ecommerce 16000(1) Food and agriculture 18(1) Pharmaceuticals 9(1) Healthcare 1(1) 9(1) Technology 78(5) IPO Buyback Strategic Secondary Open Market Page 26 EY Analysis of VCCEdge Data

27. Exits – Top Exits Top Exits in Sept 2018 Stake (%) Company Sector Sellers Buyer Exit Type US$m Softbank, Naspers,Tiger, Accel, IDG and others Uniqorn Ventures Fund, Haresh Ram Chawla Flipkart Pvt. Ltd. Ecommerce Walmart Inc. Strategic 16,000 77 TongueStun Food Network Pvt. Ltd. Food and agriculture Zomato Media Pvt. Ltd. Strategic 18 NA Page 27 EY Analysis of VCCEdge Data

28. Fund Raise Top Fund Raise/Announcements in Sept 2018 Status Fund US$m Strategy Remark Raised Lightbox Ventures 178 Consumer technology Raised Motilal Oswal RE 79 Real Estate Raised pi Ventures 31 Sector Agnostic Page 28 EY Analysis of VCCEdge Data

29. About EY’s Private Equity Services Practice 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 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. Page 29

30. About EY’s Private Equity Services Practice (cont’d..) 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 Bloomberg Thomson Reuters 38 34 34 49 43 28 41 40 39 26 33 21 21 29 29 24 15 21 20 19 19 18 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 Page 30

31. 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) Buyside advisory (M&A and valuations, Fraud, Investigation and Dispute Services) Transaction Advisory Services Portfolio Services Exit readiness (IPO, GAAP Conversion, SOX Compliance, VDD, Sale Mandates, Clause 49) Transition (Transaction Integration, GAAP Conversion, Governance, Controls Assessment, MIS Development, Process Advisory, Standard Operating Procedures) Growth (Strategic Options, Technology Security, IT Strategy, Operational Improvement, Market Entry Options & Working Capital Management) Distressed (Bank intermediary, working capital, cost reduction) Assurance (Assurance, Tax Compliance, Risk Management, Corporate Governance Advisory, Internal Audits and Fraud reviews) Page 31

32. Delivering issues-based solutions to the entire PE enterprise Solutions 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. A B Global compliance and reporting Operating model and automation Deal origination Integrated due diligence Value creation Exit readiness and IPO 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. 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. 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. 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. Page 32

33. Focused advisory solutions for private equity backed portfolio companies 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. Growth Navigator - Achieving your growth ambitions 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). Route to Market (RTM) – Deliver a successful strategy for your business 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 Page 33

34. Focused advisory solutions for private equity backed portfolio companies (cont’d..) 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, with consideration of regulatory and industry compliance. Cyber security 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. Analytics - Generate insights to make smarter, faster decisions 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 Page 34

35. Contacts Ernst & Young LLP Private Equity Services Practice EY | Assurance | Tax | Transactions | Advisory Vivek Soni Partner and National Leader E: Vivek.Soni@in.ey.com Dilip Dusija Associate Partner E: Dilip.Dusija@in.ey.com 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. Narendra Rohira Partner, Transaction Tax E: Narendra.Rohira@in.ey.com Nachiket Deo Partner, Transaction Tax E: Nachiket.Deo@in.ey.com Subramaniam Krishnan Partner, Tax & Regulatory Services E: Subramaniam.Krishnan@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. Research and Insights Allwyn D’Souza Manager E: Allwyn.Dsouza@in.ey.com Brand, Marketing and Communications 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. Pooja Bhalla Mathur Vice President E: Pooja.Mathur@in.ey.com Shreya Sharma Assistant Manager E: Shreya4.Sharma@in.ey.com 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 © 2018 Ernst & Young LLP. Published in India. All Rights Reserved. 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 EYGM Limited 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. Page 35