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India knows India best Partner with the experts at Aditya Birla Group

Aditya Birla Private Equity

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Page 1: Aditya Birla Private Equity

COVER

India knows India bestPartner with the experts at Aditya Birla Group

BACk

Aditya Birla Capital Advisors Private Limited

Aditya Birla Centre, S.K. Ahire Marg, Worli, Mumbai - 400 030, India.

Website: www.adityabirla-pe.com Email: [email protected]

Page 2: Aditya Birla Private Equity

Aditya Birla Group’s Global Footprint

Australia | Brazil | Canada | China | Egypt | France | Germany | Hungary | India | Indonesia | Italy | Korea |

Laos | Luxembourg | Malaysia | Philippines | Switzerland | Thailand | UK | USA | Dubai | Singapore |

Myanmar | Bangladesh | Vietnam

Back Inside

Cautionary Statement and Securities Laws ConsiderationsThis document is for informational purposes only and does not constitute an offer to sell, or a solicitation to purchase, shares of Aditya Birla Capital Advisors Private Limited or interests in Aditya Birla Private Equity Fund (the ‘Fund’), nor does it otherwise constitute an offer or solicitation to invest in any other funds proposed to be managed by Aditya Birla Capital Advisors Private Limited.

The interests (the ‘Interests’) in the Fund have not been approved or disapproved by the US Securities and Exchange Commission or by any securities regulatory authority of any state or other jurisdiction, nor has any such authority or commission passed on the accuracy or adequacy of this document or any other materials delivered herewith (collectively, the ‘Presentation Materials’). Any representation to the contrary is a criminal offence.

The Interests have not been and will not be registered under the US Securities Act of 1933, as amended (the ‘Securities Act’), or any state securities laws or the laws of any foreign jurisdiction. The Interests will be offered and sold under the exemption provided by Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder and other exemptions of similar import under the laws of the United States and other jurisdictions where the offering will be made. The Fund will not be registered as an investment company under the US Investment Company Act of 1940, as amended, and consequently, investors in the Fund will not be afforded the protections of such Act.

This document has been provided to its recipient upon the express understanding that the information contained herein, or made available in connection with any further investigation, is strictly confidential and is intended for the exclusive use of its recipient. It shall not be photocopied, reproduced or distributed to others at any time. This document is neither a prospectus nor an invitation to subscribe for the Interests. Nothing in this document is intended to constitute legal, tax, securities or investment advice, or opinions regarding the appropriateness of any investment, or a solicitation for any product or service. The information herein is subject to change without notice.

Statements in this document describing the Fund’s objectives, projections, estimates, expectations or predictions may be ‘forward looking statements’ within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied in this document. Important factors that could make a difference to the Fund’s operations include global and Indian demand-supply conditions, finished goods prices, feed stock availability and prices, cyclical demand and pricing in the Fund’s principal markets, changes in government regulations, tax regimes, economic developments within India and the countries within which the Fund conducts business and other factors such as litigation and labour negotiations. The information including facts and figures have been derived from public sources and should be relied upon by the reader at his or her own risk and the Fund and Aditya Birla Capital Advisors Private Limited and their respective directors and officers assume no responsibility, expressed or implied, for the completeness or accuracy of the information contained or views expressed herein or for any direct or consequential loss arising from any use of this document or its contents.

The India map published is indicative and for illustration purposes only. All efforts have been made to make the map accurate. However, Aditya Birla Capital Advisors Private Limited and their respective directors, officers and employees do not own any responsibility for the correctness, accuracy or authenticity of the same. Map not to scale.

Cover Inside

Page 3: Aditya Birla Private Equity

1

Aditya Birla Group: An Overview

Globally the Aditya Birla Group is:

n

n

n

n

A US$ 28 billion corporation, the Aditya Birla

Group is in the League of Fortune 500. It is

anchored by an extraordinary force of 125,000

employees, belonging to 25 different nationalities.

In India, the group has been adjudged ‘The Best

Employer in India and among the Top 20 in Asia’

by the Hewitt-Economic Times and Wall Street

Journal Study 2007. Over 50 percent of its

revenues flow from its overseas operations.

The Aditya Birla Group is headed by

Mr. Kumar Mangalam Birla, as Group Chairman.

A metals powerhouse, among the world’s

most cost-efficient aluminium and copper

producers. Hindalco-Novelis is the largest

aluminium rolling company. It is one of the

three biggest producers of primary aluminium

in Asia, with the largest single location copper

smelter

No. 1 in viscose staple fibre

The fourth largest producer of insulators

The fourth largest producer of carbon black

n

n

n

In India:

n

n

n

n

n

n

The 11th largest cement producer globally

and the second largest in India

Among the world’s top 15 BPO companies

and among India’s top four

Among the best energy efficient fertiliser

plants

A premier branded garments player

The second largest player in viscose filament

yarn

The second largest in the chlor-alkali sector

Among the top five mobile telephony

companies

A leading player in financial services

Among the top three super-market chains in

the retail business

Rock solid in fundamentals, the Aditya Birla

Group nurtures a culture where success does not

come in the way of the need to keep learning

afresh or to keep experimenting.

Investors Other Than Those Resident In India

Investment Manager

Country Advisor

Minimum Commitment Size

Indigold Asset Management Company Limited, Mauritius; part of Aditya Birla Group

Aditya Birla Capital Advisors Private Limited, India

??

Individuals: US$ 250,000Corporate and institutional investors: US$ 2 million

Investors Resident In India

Investment Manager

Minimum Commitment Size

Aditya Birla Capital Advisors Private Limited

Individuals: INR 50 lakhsCorporate and institutional investors: INR 2 crores

??

1All Investors

Fund

Target Fund Corpus

Sponsor

Target Return / IRR

Term

Sponsor Commitment

Hurdle Rate

Drawdown Schedule

Management Fee

Fund set-up cost (one-time)

Distribution of Return

Performance Linked Fee

Aditya Birla Private Equity Fund

US$ 250 mn2 3(INR 1,250 crores ) with upsizing at option of Trust/Investment Manager

Aditya Birla Group

25% annual pre tax IRR

7 years, drawdown in 3 years (with 1+1 extension at discretion of Investment Manager)

20% of the Fund corpus

10% IRR per annum

20% immediately upon closing and balance in various tranches wit(drawdown notice of 21 days)

hin 3 years

2% pa of the committed capital during the commitment period, and 2% pa of effective corpus (amount drawn down less capital returned) thereafter; plus applicable taxes

On actuals; not exceeding 3% of the aggregate committed capital

Distribution will be net of all taxes as applicable

20% of the pre-tax return with catch-up

1: While most of the principal terms are common to all investors, a few terms differ depending on whether investors are resident in India or outside India, as indicated above2: Fund corpus to be raised from India and overseas3: US$ 1 = INR 50

12

Principal Terms: A Snapshot

The Fund targets to raise commitments for US$

250 million (INR 1,250 crores), with an objective

of targeting a pre-tax IRR of 25%. The sponsor

will commit 20% of the corpus of the Fund.

Page 4: Aditya Birla Private Equity

2 11

On Offer:

Aditya Birla Private Equity Fund

Aditya Birla Private Equity Fund is differentiated

as it seeks to generate attractive returns by

making investments in high-growth, mid-sized,

India-focussed businesses through active

involvement in portfolio companies. The Fund

plans to take significant minority stakes in

portfolio companies. The Fund will invest across

sectors, with specific emphasis on consumer-

oriented, infrastructure-enabling, niche emerging

and engineering / manufacturing oriented

businesses.

The Fund, structured as a trust, is registered as 1a Venture Capital Fund with SEBI .

Drivers: Rising per capita income and credit expansion

Consumption Led Growth Infrastructure Enablers

The beneficiaries of large-scale investment in infrastructure; critical to sustaining infrastructure growth

Technology Services Niche Engineering Manufacturing Eco-SystemBusiness Services

Skilled Ancillary Businesses

1: The SEBI Registration number is: IN/VCF/08-09/138 dated 24/12/08

EducationLogistics

Niche Emerging Sectors

Digital Media and EntertainmentHealthcare

Focus on investing in fast growing companies

That are or could be potential leaders in their

space

Experienced and dynamic management teams

with a proven track record of success

Potential to grow sales at over 30% CAGR for

four to five years after our investment

Reasonable pricing power through

differentiated offerings or price inelasticity of

their offerings

Scalable and profitable business models and

clear business plans

n

n

n

n

n

Page 5: Aditya Birla Private Equity

Sponsor: Aditya Birla Group

n

n

The Aditya Bir la Pr ivate Equity Fund (The

Fund) is sponsored by the Aditya Bir la

Group, one of the oldest, largest and most

respected business houses in India.

The Group has a t rack record of bui ld ing

h ighly successfu l businesses across

industr ies and geographic boundar ies,

both organical ly and v ia acquis i t ion.

The breadth and depth of the Aditya Bir la

Group’s experience endows the Aditya Bir la

Private Equity Fund with distinct advantages:

Access to business expert ise across

a spectrum of manufactur ing and

serv ice industr ies, which can be

leveraged to evaluate investment

opportuni t ies and guide port fo l io

companies for va lue creat ion

Relat ionships at the h ighest level

across industr ies, and thorough on-

ground understanding of regulat ions, in

India and around the wor ld, to be

immensely va luable for the Fund’s

port fo l io companies

n

n

n

The value proposi t ion makes the Fund a

preferred partner for entrepreneurs /

promoters ra is ing pr ivate equity capita l ,

investors and the business eco-system

at large

High governance standards, with

Mr. Kumar Mangalam Bir la on the Board

of Directors of Aditya Bir la Capita l

Advisors

The Aditya Bir la Group’s commitment of

20% of the corpus of the Fund

310

Page 6: Aditya Birla Private Equity

4

Private Equity Funds: An Attractive Asset

Class for Investment

n

n

Genuine Private Equity Funds focus on exercising

reasonable influence on the outcomes of their

investments by being active value creators. Private

Equity Funds help build portfolio companies by

providing not only capital, but also expertise,

strategic advice, operational inputs, financial

expertise and networks. This combination of

capital and knowledge-based value addition helps

such Private Equity Funds generate potentially

higher returns over longer durations, compared to

passive investors in public markets.

Now is a great time for Private Equity Funds to be

making investments, and accordingly for investors

to invest in Private Equity Funds:

Low Valuations: Public market valuations in

India are at a five-year low, and valuations

negotiated by Private Equity Funds are

typically even lower, improving the potential for

higher returns

Increasing Opportunities: The number of

investment opportunities relevant for Private

Equity Funds is growing: despite the global

slow-down, the value of investments by Private

Equity Funds in India in C2008 has exceeded

C2007 levels, through September (latest data 1available as of date)

Limited Competition: Investment by Private

Equity Funds has less competition from

alternative sources of financing, given that the

IPO market is subdued and issuers prefer

equity over debt to avoid aggressively

leveraging balance sheets

n

1: Source - Venture Intelligence

9

Page 7: Aditya Birla Private Equity

Investment Team:

Aditya Birla Capital Advisors

n

n

n

n

Aditya Birla Capital Advisors is the investment

manager / advisor to the Aditya Birla Private

Equity Fund. The investment team consists of seasoned

investment professionals with a formidable

track record across industries, countries and

investment stages. With over 90 years of

combined experience, the team has a track-

record of:

Unearthing unique investment opportunities

within India and abroad

Negotiating, structuring and closing over

40 transactions, at early and late stages

of growth

Enhancing the value of portfolio companies

through strategic and operational insights

Generating superior returns by divesting

investments through multiple exit

strategies

The investment team is headed by Mr. Bharat

Banka. In his previous role he was the principal

architect of the Aditya Birla Group’s M&A based

expansion, capital markets activities and

strategic planning. The principal investing team

includes Mr. Rahul Shah, one of the most

experienced and longest-tenured professionals in

India’s private equity industry, and comprises

investment professionals drawn from established

private equity, investment banking and consulting

firms. The team also has exceptionally strong

CXO level operational expertise and extensive

network of relationships, enabling it to provide

long-term IRR-enhancing operational insights to

portfolio companies. In order to align interests

with investors, a significant portion of the

investment managers’ carried interest will be

shared with members of the investment team.

Select Investment Deals of the Investment Team Exit Multiple Gross IRRin Prior Roles on Cost (annual)

India Games 14x 72%

Active Hotels 9x 73%

Indian August 4x 49%

Shopper’s Stop 4x 23%

DQ Entertainment 3x 33%

Future Software 3x 91%

Redington 3x 62%Investment value as of June 30, 2008.

58

Page 8: Aditya Birla Private Equity

6

Today, growth in India is broad-based and

spread across consumer industries,

infrastructure, engineering and manufacturing,

and niche emerging sectors - resulting in

numerous investment opportunities.

India:

A Compelling Investment Destination

Aditya Birla Private Equity Fund is an India -

centric fund.

A structural change is occurring in the global

economy, with growth shifting to Asia. India will

be a key beneficiary of this trend, and despite

the global economic slowdown, India is

expected to continue being the second-fastest

growing major economy in the world. India’s

GDP is estimated to grow four times as fast as

that of developed (G-7) markets.

In the near future, while India’s absolute

insulation from global financial issues is unlikely,

it is still expected to remain relatively cushioned:

GDP growth is projected to sustain in the 7% -

8% range. More importantly, India has side-

stepped the worst of the financial crisis: there

have been no financial institution bankruptcies;

adequate liquidity exists; business and

consumer debt levels are low; and interest rates

and inflation are declining consistently. Similarly,

India dodged the worst of the Asian financial

crisis of the late 1990s. Cumulatively, this

depicts the strength and resilience of the Indian

economy.

Source: International Monetary Fund (October, 2008).

ey

Grm

an

7.7%

Ind

ia

iC

hna

us

Rs

ia

Bra

zil

Fan

er

c taIly

UA

S UK

Jap

an

aC

nad

a

5.7%

4.0%

G7 Countries

1.1%2.0%

0.6%2.0% 2.4%

1.7%

0.1%

GDP CAGR (%) Estimates for 2008-2013

9.8%

7

Page 9: Aditya Birla Private Equity

6

Today, growth in India is broad-based and

spread across consumer industries,

infrastructure, engineering and manufacturing,

and niche emerging sectors - resulting in

numerous investment opportunities.

India:

A Compelling Investment Destination

Aditya Birla Private Equity Fund is an India -

centric fund.

A structural change is occurring in the global

economy, with growth shifting to Asia. India will

be a key beneficiary of this trend, and despite

the global economic slowdown, India is

expected to continue being the second-fastest

growing major economy in the world. India’s

GDP is estimated to grow four times as fast as

that of developed (G-7) markets.

In the near future, while India’s absolute

insulation from global financial issues is unlikely,

it is still expected to remain relatively cushioned:

GDP growth is projected to sustain in the 7% -

8% range. More importantly, India has side-

stepped the worst of the financial crisis: there

have been no financial institution bankruptcies;

adequate liquidity exists; business and

consumer debt levels are low; and interest rates

and inflation are declining consistently. Similarly,

India dodged the worst of the Asian financial

crisis of the late 1990s. Cumulatively, this

depicts the strength and resilience of the Indian

economy.

Source: International Monetary Fund (October, 2008).

ey

Grm

an

7.7%

Ind

ia

iC

hna

us

Rs

ia

Bra

zil

Fan

er

c taIly

UA

S UK

Jap

an

aC

nad

a

5.7%

4.0%

G7 Countries

1.1%2.0%

0.6%2.0% 2.4%

1.7%

0.1%

GDP CAGR (%) Estimates for 2008-2013

9.8%

7

Page 10: Aditya Birla Private Equity

Investment Team:

Aditya Birla Capital Advisors

n

n

n

n

Aditya Birla Capital Advisors is the investment

manager / advisor to the Aditya Birla Private

Equity Fund. The investment team consists of seasoned

investment professionals with a formidable

track record across industries, countries and

investment stages. With over 90 years of

combined experience, the team has a track-

record of:

Unearthing unique investment opportunities

within India and abroad

Negotiating, structuring and closing over

40 transactions, at early and late stages

of growth

Enhancing the value of portfolio companies

through strategic and operational insights

Generating superior returns by divesting

investments through multiple exit

strategies

The investment team is headed by Mr. Bharat

Banka. In his previous role he was the principal

architect of the Aditya Birla Group’s M&A based

expansion, capital markets activities and

strategic planning. The principal investing team

includes Mr. Rahul Shah, one of the most

experienced and longest-tenured professionals in

India’s private equity industry, and comprises

investment professionals drawn from established

private equity, investment banking and consulting

firms. The team also has exceptionally strong

CXO level operational expertise and extensive

network of relationships, enabling it to provide

long-term IRR-enhancing operational insights to

portfolio companies. In order to align interests

with investors, a significant portion of the

investment managers’ carried interest will be

shared with members of the investment team.

Select Investment Deals of the Investment Team Exit Multiple Gross IRRin Prior Roles on Cost (annual)

India Games 14x 72%

Active Hotels 9x 73%

Indian August 4x 49%

Shopper’s Stop 4x 23%

DQ Entertainment 3x 33%

Future Software 3x 91%

Redington 3x 62%Investment value as of June 30, 2008.

58

Page 11: Aditya Birla Private Equity

4

Private Equity Funds: An Attractive Asset

Class for Investment

n

n

Genuine Private Equity Funds focus on exercising

reasonable influence on the outcomes of their

investments by being active value creators. Private

Equity Funds help build portfolio companies by

providing not only capital, but also expertise,

strategic advice, operational inputs, financial

expertise and networks. This combination of

capital and knowledge-based value addition helps

such Private Equity Funds generate potentially

higher returns over longer durations, compared to

passive investors in public markets.

Now is a great time for Private Equity Funds to be

making investments, and accordingly for investors

to invest in Private Equity Funds:

Low Valuations: Public market valuations in

India are at a five-year low, and valuations

negotiated by Private Equity Funds are

typically even lower, improving the potential for

higher returns

Increasing Opportunities: The number of

investment opportunities relevant for Private

Equity Funds is growing: despite the global

slow-down, the value of investments by Private

Equity Funds in India in C2008 has exceeded

C2007 levels, through September (latest data 1available as of date)

Limited Competition: Investment by Private

Equity Funds has less competition from

alternative sources of financing, given that the

IPO market is subdued and issuers prefer

equity over debt to avoid aggressively

leveraging balance sheets

n

1: Source - Venture Intelligence

9

Page 12: Aditya Birla Private Equity

Sponsor: Aditya Birla Group

n

n

The Aditya Bir la Pr ivate Equity Fund (The

Fund) is sponsored by the Aditya Bir la

Group, one of the oldest, largest and most

respected business houses in India.

The Group has a t rack record of bui ld ing

h ighly successfu l businesses across

industr ies and geographic boundar ies,

both organical ly and v ia acquis i t ion.

The breadth and depth of the Aditya Bir la

Group’s experience endows the Aditya Bir la

Private Equity Fund with distinct advantages:

Access to business expert ise across

a spectrum of manufactur ing and

serv ice industr ies, which can be

leveraged to evaluate investment

opportuni t ies and guide port fo l io

companies for va lue creat ion

Relat ionships at the h ighest level

across industr ies, and thorough on-

ground understanding of regulat ions, in

India and around the wor ld, to be

immensely va luable for the Fund’s

port fo l io companies

n

n

n

The value proposi t ion makes the Fund a

preferred partner for entrepreneurs /

promoters ra is ing pr ivate equity capita l ,

investors and the business eco-system

at large

High governance standards, with

Mr. Kumar Mangalam Bir la on the Board

of Directors of Aditya Bir la Capita l

Advisors

The Aditya Bir la Group’s commitment of

20% of the corpus of the Fund

310

Page 13: Aditya Birla Private Equity

2 11

On Offer:

Aditya Birla Private Equity Fund

Aditya Birla Private Equity Fund is differentiated

as it seeks to generate attractive returns by

making investments in high-growth, mid-sized,

India-focussed businesses through active

involvement in portfolio companies. The Fund

plans to take significant minority stakes in

portfolio companies. The Fund will invest across

sectors, with specific emphasis on consumer-

oriented, infrastructure-enabling, niche emerging

and engineering / manufacturing oriented

businesses.

The Fund, structured as a trust, is registered as 1a Venture Capital Fund with SEBI .

Drivers: Rising per capita income and credit expansion

Consumption Led Growth Infrastructure Enablers

The beneficiaries of large-scale investment in infrastructure; critical to sustaining infrastructure growth

Technology Services Niche Engineering Manufacturing Eco-SystemBusiness Services

Skilled Ancillary Businesses

1: The SEBI Registration number is: IN/VCF/08-09/138 dated 24/12/08

EducationLogistics

Niche Emerging Sectors

Digital Media and EntertainmentHealthcare

Focus on investing in fast growing companies

That are or could be potential leaders in their

space

Experienced and dynamic management teams

with a proven track record of success

Potential to grow sales at over 30% CAGR for

four to five years after our investment

Reasonable pricing power through

differentiated offerings or price inelasticity of

their offerings

Scalable and profitable business models and

clear business plans

n

n

n

n

n

Page 14: Aditya Birla Private Equity

1

Aditya Birla Group: An Overview

Globally the Aditya Birla Group is:

n

n

n

n

A US$ 28 billion corporation, the Aditya Birla

Group is in the League of Fortune 500. It is

anchored by an extraordinary force of 125,000

employees, belonging to 25 different nationalities.

In India, the group has been adjudged ‘The Best

Employer in India and among the Top 20 in Asia’

by the Hewitt-Economic Times and Wall Street

Journal Study 2007. Over 50 percent of its

revenues flow from its overseas operations.

The Aditya Birla Group is headed by

Mr. Kumar Mangalam Birla, as Group Chairman.

A metals powerhouse, among the world’s

most cost-efficient aluminium and copper

producers. Hindalco-Novelis is the largest

aluminium rolling company. It is one of the

three biggest producers of primary aluminium

in Asia, with the largest single location copper

smelter

No. 1 in viscose staple fibre

The fourth largest producer of insulators

The fourth largest producer of carbon black

n

n

n

In India:

n

n

n

n

n

n

The 11th largest cement producer globally

and the second largest in India

Among the world’s top 15 BPO companies

and among India’s top four

Among the best energy efficient fertiliser

plants

A premier branded garments player

The second largest player in viscose filament

yarn

The second largest in the chlor-alkali sector

Among the top five mobile telephony

companies

A leading player in financial services

Among the top three super-market chains in

the retail business

Rock solid in fundamentals, the Aditya Birla

Group nurtures a culture where success does not

come in the way of the need to keep learning

afresh or to keep experimenting.

Investors Other Than Those Resident In India

Investment Manager

Country Advisor

Minimum Commitment Size

Indigold Asset Management Company Limited, Mauritius; part of Aditya Birla Group

Aditya Birla Capital Advisors Private Limited, India

??

Individuals: US$ 250,000Corporate and institutional investors: US$ 2 million

Investors Resident In India

Investment Manager

Minimum Commitment Size

Aditya Birla Capital Advisors Private Limited

Individuals: INR 50 lakhsCorporate and institutional investors: INR 2 crores

??

1All Investors

Fund

Target Fund Corpus

Sponsor

Target Return / IRR

Term

Sponsor Commitment

Hurdle Rate

Drawdown Schedule

Management Fee

Fund set-up cost (one-time)

Distribution of Return

Performance Linked Fee

Aditya Birla Private Equity Fund

US$ 250 mn2 3(INR 1,250 crores ) with upsizing at option of Trust/Investment Manager

Aditya Birla Group

25% annual pre tax IRR

7 years, drawdown in 3 years (with 1+1 extension at discretion of Investment Manager)

20% of the Fund corpus

10% IRR per annum

20% immediately upon closing and balance in various tranches wit(drawdown notice of 21 days)

hin 3 years

2% pa of the committed capital during the commitment period, and 2% pa of effective corpus (amount drawn down less capital returned) thereafter; plus applicable taxes

On actuals; not exceeding 3% of the aggregate committed capital

Distribution will be net of all taxes as applicable

20% of the pre-tax return with catch-up

1: While most of the principal terms are common to all investors, a few terms differ depending on whether investors are resident in India or outside India, as indicated above2: Fund corpus to be raised from India and overseas3: US$ 1 = INR 50

12

Principal Terms: A Snapshot

The Fund targets to raise commitments for US$

250 million (INR 1,250 crores), with an objective

of targeting a pre-tax IRR of 25%. The sponsor

will commit 20% of the corpus of the Fund.

Page 15: Aditya Birla Private Equity

Aditya Birla Group’s Global Footprint

Australia | Brazil | Canada | China | Egypt | France | Germany | Hungary | India | Indonesia | Italy | Korea |

Laos | Luxembourg | Malaysia | Philippines | Switzerland | Thailand | UK | USA | Dubai | Singapore |

Myanmar | Bangladesh | Vietnam

Back Inside

Cautionary Statement and Securities Laws ConsiderationsThis document is for informational purposes only and does not constitute an offer to sell, or a solicitation to purchase, shares of Aditya Birla Capital Advisors Private Limited or interests in Aditya Birla Private Equity Fund (the ‘Fund’), nor does it otherwise constitute an offer or solicitation to invest in any other funds proposed to be managed by Aditya Birla Capital Advisors Private Limited.

The interests (the ‘Interests’) in the Fund have not been approved or disapproved by the US Securities and Exchange Commission or by any securities regulatory authority of any state or other jurisdiction, nor has any such authority or commission passed on the accuracy or adequacy of this document or any other materials delivered herewith (collectively, the ‘Presentation Materials’). Any representation to the contrary is a criminal offence.

The Interests have not been and will not be registered under the US Securities Act of 1933, as amended (the ‘Securities Act’), or any state securities laws or the laws of any foreign jurisdiction. The Interests will be offered and sold under the exemption provided by Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder and other exemptions of similar import under the laws of the United States and other jurisdictions where the offering will be made. The Fund will not be registered as an investment company under the US Investment Company Act of 1940, as amended, and consequently, investors in the Fund will not be afforded the protections of such Act.

This document has been provided to its recipient upon the express understanding that the information contained herein, or made available in connection with any further investigation, is strictly confidential and is intended for the exclusive use of its recipient. It shall not be photocopied, reproduced or distributed to others at any time. This document is neither a prospectus nor an invitation to subscribe for the Interests. Nothing in this document is intended to constitute legal, tax, securities or investment advice, or opinions regarding the appropriateness of any investment, or a solicitation for any product or service. The information herein is subject to change without notice.

Statements in this document describing the Fund’s objectives, projections, estimates, expectations or predictions may be ‘forward looking statements’ within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied in this document. Important factors that could make a difference to the Fund’s operations include global and Indian demand-supply conditions, finished goods prices, feed stock availability and prices, cyclical demand and pricing in the Fund’s principal markets, changes in government regulations, tax regimes, economic developments within India and the countries within which the Fund conducts business and other factors such as litigation and labour negotiations. The information including facts and figures have been derived from public sources and should be relied upon by the reader at his or her own risk and the Fund and Aditya Birla Capital Advisors Private Limited and their respective directors and officers assume no responsibility, expressed or implied, for the completeness or accuracy of the information contained or views expressed herein or for any direct or consequential loss arising from any use of this document or its contents.

The India map published is indicative and for illustration purposes only. All efforts have been made to make the map accurate. However, Aditya Birla Capital Advisors Private Limited and their respective directors, officers and employees do not own any responsibility for the correctness, accuracy or authenticity of the same. Map not to scale.

Cover Inside

Page 16: Aditya Birla Private Equity

COVER

India knows India bestPartner with the experts at Aditya Birla Group

BACk

Aditya Birla Capital Advisors Private Limited

Aditya Birla Centre, S.K. Ahire Marg, Worli, Mumbai - 400 030, India.

Website: www.adityabirla-pe.com Email: [email protected]