Northbridge Capital is an Investment Bank(Category I Merchant Bank) regulated by the SEBI Sebi...

Northbridge Capital is an Investment Bank(Category I Merchant Bank) regulated by the SEBISebi Registration: INM000011500

INDIA’S CONSUMERINVESTMENT BANK

www.northbridgeasia.com

NORTHBRIDGE CAPITAL


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“NORTHBRIDGE CAPITAL BRINGS THE STRENGTH OF OUR RELATIONSHIPS AND TWO DECADES OF EXPERIENCE IN THE CONSUMER/FMCG SECTOR TO CREATE ENHANCED VALUE AND WEALTH FOR OUR CLIENT COMPANIES, OWNERS AND THEIR INVESTORS”

– ASHU DUTT


NORTHBRIDGE CAPITAL


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EXECUTIVE SUMMARY SERVICES PRACTICE AREAS DOMAINS CLIENT S RESEARCH COVERAGE TEAM PROFILES CONTACT INFORMATION


NORTHBRIDGE CAPITAL


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EXECUTIVE SUMMARY

Northbridge Capital (Northbridge) is an Investment Bank (Category I Merchant Banker) regulated by Securities & Exchange Board of India (SEBI)

For over 15 years, Northbridge Capital’s Consumer Practice has worked with owners/promoters of Indian consumer/FMCG companies on raising capital, acquisition and stake sales

Over the past decade, Northbridge has established leadership with Indian consumer/FMCG companies in cross border acquisitions and private and public equity capital

Northbridge has also advised some of the world’s largest Consumer/FMCG corporations on their India entry, identification of Indian partners and acquisition of Indian businesses and distribution companies

Northbridge has worked with consumer clients on raising domestic and international capital from private and public markets

Our relationships with the founder/promoters of over 200 Indian Consumer/FMCG companies across the entire spectrum of manufacturing, distribution and retail has been built over 2 decades and that’s what differentiates Northbridge reach and deal capabilities


NORTHBRIDGE CAPITAL


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HISTORY

Northbridge Capital’s(Northbridge) was founded by legendary financial markets guru Ashu Dutt after he returned from the US in 1996.

Northbridge origins go back to 1996 when its founder Ashu Dutt returned to India to set up a wealth management company for India’s company founders/promoters/owners. From its origins of working with company founders and their families, Northbridge Capital has emerged as a leader in raising capital and global M&As for Indian companies.

Mr Dutt has been a financial anchor on some of the most popular financial market programs in India with CNBC, Bloomberg etc. He is also widely respected across Asia on his expertise in M&As and Financing and is a guest speaker and Master speaker at several top management conferences and Masterclasses across Asia.. Mr Dutt is also the author of 10 Best selling books on finance and financial markets which have been published in multiple languages.


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GOING BEYOND RAISING CAPITAL

Northbridge has always looked beyond just raising capital. It has been our firm belief that India’s is poised for one of the biggest consumer revolutions in the world has ever seen

Now that the revolution is in process, we have over a decade’s expertise, experience and relationships to assist both Indian and Global companies enter and grow in this market

As the market evolves rapidly, Indian promoters are faced with difficult decisions of selling out, leveraging their distribution networks and forming new JVs. We have both the global and the Indian relationships to make this possible and the deal experience to advise on the suitability of each option


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SERVICES Mergers & Acquisitions

India M&As – We have worked with several global companies across categories in acquiring Indian business to scale up their distribution and rollout in India. It is our 2 decade old relationships with over 200 Indian consumer/FMCG companies that gives us unprecedented leverage in identifying and closing deals

Cross Border M&As – Our ability to source deals across India, US and Europe is unmatched and we have originated several cross border consumer/FMCG deals

Raising Capital We assist Consumer/FMCG companies with raising domestic equity

capital from Public and Private markets Global equity capital – Our expertise on potential capital raising

jurisdictions is unmatched. We work closely with investment banks around the world to find overseas listings for Indian companies

Global Alliances & Joint Ventures Advising Indian Consumer/FMCG t companies on Joint Ventures and

Global alliances Advising Global companies on local partners


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SERVICES – RAISING CAPITAL

Our advise to clients goes beyond just raising capital. After understanding a client’s need for capital, we suggest the phases to grow through to maximize ‘price discovery’ and valuation

Our goal is to advise our clients on the most appropriate capital at the lowest cost of capital for our clients from any market or any instrument available. We leverage our global network of affiliates (Investment Banks, Private Equity Funds etc) and our expertise in knowing which markets or instruments offer the best options for our client

Equity Capital Raising – IPOs in India or key Financial markets like London, Singapore, Hong Kong or raising capital from Private Equity/Real Estate Funds


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SERVICES – RAISING CAPITAL – RATIONALE

Some key reasons we believe companies should consider raising capital even if they don’t need funds:

“Monetization” of the business- Most businesses are not “unitized” i.e. if the founders need to raise capital by selling a part, it is usually not possible. By raising capital for sources like Private Equity, IPOs, foreign listings, a founder “monetizes” the company and can buy or sell the company is “units” rather than the entire business

“Price Discovery” – What is the business worth? Traditional benchmarks thow up valuations that are based on Earnings, assets etc. They rarely throw up benchmarks which are based on the buyer’s eagerness to buy. By raising capital, the founder “discovers the price” of the company since those who buy into it not just look at the company’s valuation but the country’s growth, the interest in the country’s paper etc

De risking- Usually, entrepreneurs have their entire capital invested in one business (including pledging the own personal assets). Raising capital allows you to “de risk” your personal capital from the ups and downs of the business


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SERVICES – RAISING CAPITAL – EQUITY OPTIONS

Private Equity Capital – Northbridge Capital has working relationships with over 300 private equity funds across investment sizes and sector specializations

IPOs/Local Listing – Not every business is conducive to a public issue. While public issues increase visibility they also magnify problems

Foreign Listings – Foreign listings take advantage of the easy availability of capital in a particular market at a particular point of time and/or the interest in that country

Companies may look to list to take advantage of cheaper capital or for raising their profile in regional or global markets

Given our extensive experience on working on foreign listings, we assist companies with weighing the pros and cons of being listed in foreign markets and assisting them with identifying the right advisors London AIM Market Singapore Stock Exchange


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SERVICES – RAISING CAPITAL – REPRESENTATIVE ASSIGNMENTS

We have assisted companies with identifying the right intermediaries to raise capital in any financial market where it is available at the cheapest cost. Here are some examples

Private Equity for FMCG company Sale of promoters stake in Consumer company Acquisition of Indian consumer companies for a global company London AIM listing for a OTC Brands company Personal Care brand acquisitions for a large FMCG distribution company Acquisition of beer and wine brands for Indian Food & Beverage company


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THE NORTHBRIDGE CAPITAL PROCESS – FOR INVESTEE COMPANIES

Founders/Companies usually look at global capital as a source of funds and often end up selling out at prices that may be attractive to them. They rarely think about the motivation of the investor which could be anything from an India entry, another spoke in their global hub etc. We understand the motivations of institutional investors and global partners and bring that experience and advice to maximize valuations while at the same time making sure that quality of investors is not compromised and our clients are not “pricing themselves out of the deal”

Most clients are structured the way they are for administrative convenience or local regulations or bank credit. Most have never seen their business from a valuation perspective. Our first input is to put the business in formats that provide the best valuation given how investors look at these businesses. For example we may “splice” a real estate company into a Commercial, Residential, IT Parks and Hospitality company and within each specialized company create “SPVs” to find the best global partners. Such structuring achieve both the best valuations and brings in specialized partners in the business


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SERVICES – MERGERS & ACQUISITIONS

Sell Side We advise target companies (unlisted) or selling promoters/founders (unlisted)

with independence and without any conflict of interest as we are not part of any large financial institution

We can give impartial and objective advice on the merits of any offer and assist in negotiations. Our experience in negotiation ensures that you not only get the best price but also the best deal

Buy Side We advise on stock and asset purchase of or by any company or acquisitions of

global companies (unlisted) by local companies (unlisted) We give objective advise on identifying a target company, chances of securing it,

value of acquisition, and also assist in negotiating and closing the deal. Cross Border M&As – Our ability to source deals (in the unlisted space) across

India, Asia and Europe is unmatched


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SERVICES – MERGERS & ACQUISITIONS – REPRESENTATIVE ASSIGNMENTS

Sale of promoters stake in Consumer company Acquisition of Indian consumer companies for a global company London AIM listing for a OTC Brands company Personal Care brand acquisitions for a large FMCG distribution company Acquisition of beer and wine brands for Indian Food & Beverage company

* Includes transactions where we are working with an affiliate and also those in process


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PRACTICE AREAS

CAPITAL Northbridge Capital assists Indian companies to access public and private equity

capital in India and abroad. Our expertise includes: Private Equity/Family Office Capital Public capital from Indian listings Listings in foreign jurisdictions including London, Singapore etc

M&A Our M&A practice is an industry leader in global acquisitions of Consumer/FMCG

assets and brands by Indian companies and acquisition of Indian companies and brands by global companies

GLOBAL/LOCAL PARTNER IDENTIFICATION This is where the relationships of our founders with owners of Indian businesses

and an understanding of the kind of foreign partners they will be able to work with brings invaluable insights


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DOMAIN

Northbridge Capital’s Consumer Practice has over a decade of expertise, experience and 2 decades of relationships with listed and unlisted Indian consumer companies

Our domain expertise for clients (both on the buy and sell side) in a) Raising Capital b) Mergers & Acquisitions c) Financial Advisory is in the following areas:

Fast Moving Consumer Goods (FMCG) Beverages – Alcohlic & Non Alcoholic Personal Care Retail Hotels, Restaurants & Cafes Franchising Building & Construction Packaged food


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CLIENT LIST (REPRESENTATIVE LIST)

Europ Assistance Blue Coast Hotels Pantaloon Jubiliant Organosys Khasa Disterlleries Amrut Distilleries Bharat Distilleries Nature’s Bounty Priya Foods Limtex Roca Ess Ess Viva – Retail Pharmacy Kodomo SHL Consumer Products distribution


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RESEARCH COVERAGE

Northbridge Capital’s Consumer Practice covers India’s consumer sector and over 10 sub sectors like Personal Care, Food & Beverage etc. In addition, we have extensive research on M&A in India, cross border and brands. This coverage is one of the largest of its kind in India

Research can be accessed at www.northbridgeasia.com


NORTHBRIDGE CAPITAL

http://www.northbridgeasia.com/


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TEAM

Northbridge Capital’s Consumer team brings 2 decades of unmatched relationships with over 200 of India’s business founders/promoters in Personal Care, Food & Beverages etc. We cover the entire spectrum of production, distribution and retail. This experience shows up in our ability to work both for Indian clients on outbound M&As and capital raising and inbound M&As for global companies


NORTHBRIDGE CAPITAL


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FOUNDER PROFILE

Ashu Dutt is the Managing Director and founder of Northbridge Capital. He is also the founder and MD of Investment Management firm, Dutt Capital Advisors (registered as a Portfolio Manager with the Securities & Exchange Board of India). Ashu has advised some of the world's largest corporations on Indian partners and India entry including companies like Generali. Ashu brings over 15 years of relationships with over 1000 promoters of some of India’s largest companies.

Ashu is a widely acknowledged as a Financial markets guru across Asia and a

nationally respected and followed Television personality and best selling financial author. His impeccable reputation as a Financial Markets guru has been built over a decade of his multi layered association with Financial Markets as a best selling Financial Markets Author, Financial Media, Institutional brokerage and government (as a Tax Policy Analyst).

Ashu has also been a nationally respected financial markets expert and has been a

consultant/editor/anchor. He was the Financial Markets Editor with CNBC. He has also been the Chief Consulting Editor with Bloomberg

Ashu was the CEO at Dutt Stock Broking Limited (Member, National Stock Exchange &

OTC Exchange of India), an institutional broker and equities research house. Dutt Stock Broking Limited was listed for 3 continuous years in the “Who’s Who in Asian Equities”


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ASHU DUTT (CONT….)

Ashu is the author of the best selling “The Penguin Guide to Personal.Finance” and the “The Penguin Guide to Winning on the Stock Market” published by Penguin Books. He is signed a book deal for 8 financial books

Ashu has also been a Master Trainer and a Conference speaker across Asia speaking

at Investment Banking/Private Equity/Real Estate Structured conferences like Barclays, UBS and Citibank. He has also been invited as a Master Trainer by Investment Banking Associations like the Malaysian Investment Banking Association. Among the areas he is considered an authority include M&As, Wealth Management, Private Equity and Real Estate Structured Finance. Ashu’s area of expertise is Asia’s booming markets in these areas specially markets like India, Thailand, Malaysia

Before returning to India in 1996, Ashu was Manager-International Taxes and Special

Projects at Continental Grain Company, the world’s fourth largest private company and the second largest commodities and commodities options trader (and a member at the Chicago Board of Trade) headquartered in New York. He has also worked as a Tax Policy Analyst with the Office of Tax Policy, New York City Department of Finance in New York

Ashu is a Certified Public Accountant certified in the State of Maryland, USA. He

holds an M.B.A from Bernard M. Baruch College, City University of New York, New York. He also holds a B.B.A.(Summa Cum Laude) in Finance & Investments from Bernard M. Baruch College, City University of New York, New York


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CONTACT INFORMATION

Ashu DuttMD-Asia Consumer Practice

NORTHBRIDGE CAPITALIndia OfficeR-501, Remi BizcourtShah Industrial EstateAndheri(West), Mumbai 400 053, IndiaTel:+91-22-6675-6612Fax: +91-22-6675-6249

Email: [email protected]



NORTHBRIDGE CAPITAL

mailto:[email protected]

http://www.northbridgeasia.com/


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DISCLAIMER Northbridge Capital is an Investment Bank (Category I Merchant Banker)

regulated by the Securities & Exchange Board of India. SEBI Registration: INM000011500

Everything contained in this Presentation is meant for Institutional Investors only and is not meant for any Retail/Individual

All transaction support in one or more of the above jurisdictions is provided by an investment bank and/or firm holding appropriate licenses as required by local jurisdiction in these markets

Nothing in this presentation should be construed to be solicitation to buy or sell any security


NORTHBRIDGE CAPITAL

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