Warrens Way Holdings Inc Overview

1. Warrens Way Holdings Inc Overview Overview • Warrens Way Holdings Inc is a holding company, incorporates the Warren Buffett Way, Looking to build a Next Berkshire Hathaway using the same principles and the same processes used by Warren Buffett. • To acquire sustainable competitive advantaged business and manage the business similar like Berkshire Hathaway model. 1

2. Acquiring Candidates Acquiring Candidates • As a M&A Firm, your firm may be represent many selling companies, looking to access your seller companies list as per the acquisition criteria for a review. • If your firm does success based fees structure for Buyer side representation, willing to discuss possible buyer side arrangement. No retainer arrangements. 2

3. Sustainable Competitive Advantaged Business Overview • Will acquire sustainable competitive advantaged business from selected industries, to generate net income at same level or grow at reasonable 10 to 15% a year for many years to come. 3

4. Industries&Business Industries & Business • Looking to acquire the business in following Industries and type of Business • that are mentioned as per the priority (Spread sheet contain SIC codes) • Information Technology Industry (IT Services & Software) • Real estate funds, Investment Companies & Real estate industry • Hedge Funds & Mutual Funds • Property & Casualty,Worker compensation,Commercial,Auto, Public entity,Professional,Healthcare, Marine,Boat,Indemnity and Malpractice insurance business 4

5. Industries&Business Industries & Business • Looking to acquire the business in following Industries and type of Business • that are mentioned as per the priority • Branded consumer products & Services companies. • Construction Materials Manufacturers & Real estate services companies • Industrial Parts Manufacturers & Services. • Financial Services • Training, Rental & Service related companies 5

6. Not Interested Industries&Business Not Industries & Business • The following Industries and type of business are not interested, • Retail Industry ( Groceries and retail business) • Restaurant Industry ( Fast foods) • Commodity related Industries ( Oil, metal and Coal) • Transportation Industry( Road transportation) 6

7. Acquisition Criteria Criteria 1.Minimum $5 M pre-tax earnings. 2. Demonstrated consistent earning power (No interest in future projections and turnaround situations) 3. Business earning good returns on Equity while employing little or no debt. 4. Management in place (We can’t supply it) 5. Simple business 6. An offering price (We don’t want to waste our time or that of the seller by talking, even primarily,about transaction when the price is unknown). 7

8. Acquisition Criteria Criteria 7. Strong and consistent cash flows, low or no debt and strong asset base. 8. The larger the company, the greater will be our interest: We would love to make an acquisition in the $50-500 million revenue generating companies. 8

9. Acquisition Processes Processes • Warrens Way Holdings will not engage in unfriendly takeovers. • We can promise complete confidentiality and a very fast answer as to whether we’re interested. • We like to acquire 80% ownership of the business and remaining 20% interest hold by the current owners and they can run the business as usual before sale of the company. 9

10. Property& Casualty business Criteria Property & Casualty business Criteria • Looking to acquire consistently underwriting profit generating long tail insurance, Commercial lines such as worker compensation and other liability insurance. Capital gains will be excluded. • Strong balance sheet, Capital ratio (Common Equity divided by total assets) should be at least 20% or better. • High Financial ratings from Standard & Poor’s and A.M. Best rating agencies. • Disciplined underwriting required 10

11. Disciplined Underwriting Criteria Disciplined Underwriting Criteria • No exposure at prices that don’t properly reflect loss probabilities. • Stay within their area of expertise and accept only risks they are qualified to evaluate. • Price their coverage for profitability. Willing to lose to competitors that offer insufficient rates or policy conditions. • Limit exposures to single event (Flood, fire, earthquake, explosion, windstorm etc ) • Always want to understand possible correlations among seemingly unrelated risks. 11

12. Property& Casualty business Criteria Property & Casualty business Criteria • Operating expenses including selling, general, administrative, litigation and actuarial costs are kept low. Should be Low cost provider in the industry. • Adequate reserves, consistent and conservative reserving. • Existing relationship with reputable reinsurer. • Adequate liquidity, assets maturities should match liabilities. 12

13. Property& Casualty business Key Ratio Key Ratio Criteria • Return on Assets (ROA) : Minimum 4% or Higher required. (ROA = (Income/Assets)%) • Return on Equity (ROE) : Minimum 12% or higher required (ROE = (Net Income/Equity)%) • Combined Ratio : 95% or less required (Com.ration= Loss ratio+Expenses ratio) • ( Loss ratio : losses & loss adjustments/earned premium, • Expenses ratio : sales, actuarial, litigation,general and administrative expenses/earned premiums) • Capital Ratio : Minimum 20% or higher required (Capital ratio = (Com. Equity/Total assets)%) 13

14. Due Diligence processes Due Diligence Processes • Last 10 years audited financial statements as per the filed income tax returns. (Income tax returns and financial statements should match). No interest in future projections. • Willing to continue existing management in place. There is no age restriction. • Management and Employee visits and Interview processes. • Customer, supplier visits and interview processes. • Complete short term and long term liability & assets information. • Sellers calculation How do they arrive the selling price?,logic behind that price calculation. 14

15. Equity Financial Backing Equity Financial Backing • Warrens Way Holdings Inc built a relationship and backed by, • Private Equity Firms • Accredited High Net worth Investors & Family offices • Accredited Institutional Investors (Pension Funds, Insurance companies ) 15

16. Founder Profile Jeeva Ramaswamy is the founder and Managing Partner of The GJ investment Fund. He started investing in equities from early age and is a disciple of Warren Buffett. Attracted by Buffet’s focused value approach to investing, practiced for 20 years prior to launching the Fund. Jeeva Managed his own personal money and outperformed all major US stock market indices during that time. Prior to GJ Investment Fund, Mr. Ramaswamy was CEO for Miracle Software Inc., an information technology and solutions company, which he co-founded in 2002. From an initial investment $10,000 and no outside capital, Miracle Software grew to become multi-million dollar business enterprise with offices in Flemington, New Jersey and Coimbatore, India. Mr. Ramaswamy is responsible for setting the strategic vision of the company’s growth and technological development. Mr. Ramaswamy has played a leading role in the global information technology industry for more than 16 years, managing Miracle Software’s divisions and business units in India and the United States. Mr. Ramaswamy began his career at HCL (Hindustan Computers Ltd), India where he quickly became manager overseeing customer support teams. Upon his move to the US in 1998 Mr. Ramaswamy provided IT consulting to several Fortune 500 companies including Johnson & Johnson, MCI WorldCom and Bristol-Myers Squibb . In addition to Miracle Software, in April 2000 Mr. Ramaswamy founded Sri Hari Infotech Intl LLC., a systems integration company. He holds bachelor's degree in Electrical Engineering from the Coimbatore Institute of Technology and is a member of the Indus Entrepreneurs (TiE) Association. Author of “Creating Portfolio Like Warren Buffett: A High Return Investment Strategy” published by John Wiley&Son Inc. He strongly believes in a balanced life between work, family, and personal time. He enjoys spending time with his wife and kid. He loves reading and analyzing business investment opportunities.

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18. Experience Experience • 23 years of Entrepreneur experience. Started Miracle Software Inc with no investment and built the company to multi million dollar revenue generating company and still continuing. • 5 years of Hedge fund running experience and generated 37% compound annual return for 5 years • Invested in India real estate for last 15 years and generated 35% compound annual return. Team formed in India for real estate business to start real estate venture. • As a Warren Buffett follower learned and practiced Value investing principles and Berkshire Hathaway acquisition principles. 18

19. Warrens Way Holdings Differentiation Differentiation • We buy to keep, but we don't have and don't expect to have, operating people in our parent organization. When we buy business the sellers go on running it just as they did before the sale. We adapt to seller methods rather than vice versa. • We have no one - Family, recently recruited MBA's etc- to whom we have promised a chance to run businesses we have bought from owner-managers. And we don't have. 19

20. Warrens Way Holdings Differentiation Differentiation • Any buyer will tell you that he needs you personally- and if he has any brains, he most certainly does need you, But a great many buyers for the reasons mentioned above, don’t match their subsequent their earlier words. We will behave exactly as promised, both because we have so promised and because we need to in order to achieve the best business results. 20

21. Warrens Way Holdings Differentiation Differentiation • This need explains why we would want the operating members of your family to retain a 20% interest in the business.We need 80% to consolidate earnings for tax purpose, which is a step important to us. It is equally important to us that the family members who run the business remain as owners. Very simply, we would not want to buy unless we felt key members of present management would stay on as our partners. Contracts cannot guarantee your continued interest, we would simply rely on your word. 21

22. Operating Principles Operating Principles • Warrens Way Holdings will fix the operating company CEO compensation and handle the capital allocation decision. • Warrens Way Holdings conducts audit once a year to satisfy the investor requirements. • The Operating company will send the operating profits after capital expenditure to WarrensWay Holdings every year to reinvest. The capital will be invested in the same business if it meets minimum hurdle or will invest in other business. 22

23. Bright Future Bright Future • It’s only fair to tell you that you would be richer after the sale than now. The ownership of your business already makes you wealthy and soundly invested. A sale would change the form of your wealth, but it wouldn’t change its amount. If you sell , you will have exchanged a valuable asset that you understand for another valuable asset – cash- that will probably be invested in small pieces (stocks) of other businesses that you understand less well. There is often a sound reason to sell but, if the transaction is a fair one, the reason is not so that the seller can become wealthier. 23

24. Bright Future Bright Future • If you have any possible interest in selling, I would appreciate your call. I would be extraordinary proud to have Warrens Way Holdings along with the key members of your family. I believe we would do very well financially and I believe you would have just as much fun running the business over the next 20 years as you have had during the past 20. 24

25. Contact Information WBW Holdings Inc - Office Location Jeeva Ramaswamy Warrens Way Holdings Inc 4 Walter E Foran Blvd, Suite 206, Flemington, NJ-08822. Email : jeeva_ventures@yahoo.com Phone : 908-240-6368 Fax : 908-782-2765 25