Loan Against Bonds

1. VALUED INSIGHTS. TRUSTED EXPERIENCES.

2. The Tangram is an ancient game of dynamism, adaptability and creativity which calls for an exceptional ability to foresee solutions ahead of others. Why The Tangram? JM Financial mirrors the qualities of the Tangram. By adopting the same values into our work culture, our group has gained recognition as being a distinct, resilient and dominant financial force.

3. Pioneering Strategies Our Guiding Principles JM Financial is one of India’s several top Indian and International prominent financial services groups, corporate houses and gained their specialising in providing a spectrum trust and confidence. Our well of businesses to corporations, established processes ensure total  Client Focus financial institutions, high net-worth confidentiality for all our clients,  Integrity individuals and retail investors. thereby giving them absolute confidence on conflict management  Innovation We are known for our diverse and maintenance of confidentiality. businesses such as Investment  Partnership Banking, Equity, Debt, Commodity We are a skilled team of  Team Work Sales and Trading, Wealth professionals who bring varied Management, Portfolio Management talents, knowledge and experience  Implementation Services, Asset Management, to the workplace, contributing  Performance Alternative Asset Management, greatly to the growth of our Financing and Lending and businesses. Distressed Asset Management. Our group is proud to have won We have pioneered several several national and international strategies and transactions for a accolades for our insightful advice wide client base spread across and execution skills. geographies and thus developed We are driven to give back to rich experience and expertise. US society by supporting causes Every idea is unique to the need related to education, health care, of the client and supported by skill development, entrepreneurship superior execution to deliver promotion, disaster relief and maximum benefits. In the course of animal welfare. our journey, we have partnered with

4. Leadership Mr. Nimesh Kampani Group Chairman Mr. Rajeev Chitrabhanu MD & CEO, Investment Advisory and Distribution We are committed to promoting a dynamic workforce wherein challenges are met with skill and enthusiasm. Trust is the pivot of our business, while integrity, teamwork, innovation, performance and partnerships are our guiding principles. Ms. Dipti Neelakantan Group Chief Operating Officer Mr. Subodh Shinkar MD & COO, Investment Advisory and Distribution Mr. V P Shetty Executive Chairman, JM Financial Asset Reconstruction Company Pvt Ltd Mr. Anil Bhatia MD & CEO, Asset Reconstruction Business Our lead team of immensely experienced professionals engage their finer skills and hands-on expertise to optimize winning strategies for our clients and forge long-lasting relationships that drive our businesses. Mr. Vishal Kampani MD & CEO, Institutional Securities Group Mr. Bhanu Katoch MD & CEO, Mutual Fund Business Mr. Atul Mehra MD & Co-CEO, Investment Banking Business Mr. Prashant Choksi Group Head, Compliance, Legal & Company Secretary Their in-depth knowledge and intuitive insights also help the entire organization work together cohesively to carry forth tasks Mr. Adi Patel MD & Co-CEO, Investment Banking Business Mr. Manish Sheth Group Chief Financial Officer each day. Mr. Manish Prasad MD & CEO, Institutional Equities Business Mr. Chaitanya Wagh Group Head, Information Technology Mr. Shashwat Belapurkar MD & CEO, Financing and Lending Business Mr. Anil Salvi Group Head, Human Resources & Administration

5. Our Core Businesses Investment Banking, Securities and Wealth Management Investment Banking I  Mergers and Acquisitions Advisory  Equity Capital Markets  Private Equity Syndication Institutional Equities VI  Research  Sales and Sales Trading Investment Advisory and Distribution VII  Wealth Management  Equity Brokerage  Independent Financial Distribution Financing and Lending Business Distressed Asset Management Business (Asset Reconstruction) IX Financing and Lending XIII Asset Management XV Mutual Fund BUSINESSES Private Equity Fund Real Estate Fund

6. 2014-2015 YTD Performance Marquee Mergers and Acquisitions Transactions Investment Banking Mergers and Acquisitions Advisory 2015 2015 2015 Awards Our team specialises in working As a proven leader in the M&A on multifaceted acquisitions, space, we work diligently to identify 2015 |Awarded by BW divestitures, restructuring, takeover the optimal transaction partners Business World Magna defense, de-merger, slump sale, around the globe for our clients. Rs.724 Cr ($109 MM) Sole Financial Advisor to HLVL on the sale of Hotel Leela Goa to MetTube Lead advisor to Adani Enterprises on a major group restructuring Rs.2,212 Cr ($333 MM) Advisor to Open Offer by Reliance Infra in Pipavav Defence and Offshore Eng. Awards fairness opinions, financial advisory Based on a deep understanding of Dealmaker of the Year and multi-firm mergers. industry trends and relationships (India) - Diageo Deal with key buyers and sellers, we Sustained Leadership Position Through: help companies maximize the 2015 |Awarded by strategic and financial value of each Acquisition International Execution of transactions of value of Rs.697,410 crore ($105 Bn) over last 15 years 2015 2015 2014 transaction. We provide fairness Dealmaker of the Year opinions, valuations, and reviews of (Singapore) – Altran strategic alternatives. We are noted Foliage Deal Advised over 160 transactions over the last 15 years for ideating and executing marquee transactions that have proved to be 2015 |Awarded by Asset Fairness opinion to the Board of Cairn India on its merger with Vedanta Ltd. Rs.20,856 Cr ($3,140 MM) Lead Financial Advisor to Diageo PLC for acquisition of United Spirits Ltd. Fairness opinion to the Board of PFRL for demerger of Madura Fashion and Madura Lifestyle into PFRL milestones in the journey of leading Repeated advisory assignments from all leading Corporate Groups in India Triple A Country Awards corporate houses. Best Corporate and Institutional Bank – Our approach is relationship Domestic driven and supported by our in- depth understanding of industry 2014 2014 2014 trends, which enables our clients to leverage promising opportunities to take their business goals forward. Rs.963 Cr ($145 MM) Financial Advisor to FTIL for sale of its stake in MCX Rs.1,103 Cr ($166 MM) Manager to Open offer by Deepak Fertilizers in Mangalore Chem & Fert Exclusive Financial Advisor to Foliage on sale to Altran SA I II

7. 2015 YTD Performance Marquee Capital Market Transactions Equity Capital Markets Private Equity Syndication Our clients rely on us for Our dedicated Financial Sponsor We were the sole domestic OCTOBER OCTOBER SEPTEMBER AUGUST strategic advice for Initial Public Group (FSG) focuses on private investment bank appointed as a Offerings, Follow-on Public equity players operating in India Global Coordinator by both Offerings, Rights Offerings - bringing together private equity HDFC Bank and IndusInd Bank for and Qualified Institutions investors and corporate houses. their fund raising of Rs.2,000 crore Placements. We provide creative We advise companies on fund ($301 MM) and Rs.4,328 crore Rs.508 Cr ($76 MM) IPO Rs.740 Cr ($111 MM) Rights Issue Rs.5,051 Cr ($760 MM) QIP Rs.9,396 Cr ($1,415 MM) OFS solutions to address our clients raising strategies and private equity ($652 MM) respectively. We were requirements by innovating new investors on their investment the exclusive Global Coordinator products dovetailing the needs approach. We also help private and Book Running Lead Manager JULY JULY JUNE JUNE of corporates and investors. equity funds to exit their investments for Bajaj Finance’s Rs. 1,400 crore by selling their stake to other private ($211 MM) Qualified Institutions With our vast global and equity funds, strategic buyers Placement. local distribution reach and through IPOs or block deals. understanding of international We are pioneers at introducing Rs.182 Cr ($27 MM) OFS Rs.872 Cr ($131 MM) Block Transaction Rs.4,328 Cr ($652 MM) QIP Rs.1,400 Cr ($211 MM) QIP and domestic investors, we Our approach is to focus on market innovative products to the market. are able to bring together the worthy issuers and securities and We were the left lead manager providers of capital and the help bring quality capital into the in the first of its kind issuance of issuers of capital. system. differential voting shares by APRIL APRIL MARCH FEBRUARY Tata Motors and also in the In the last decade, we have maiden Indian Depository assisted our clients in raising Receipts issuance by Standard ~Rs.250,000 crore (~$40 Bn) Chartered PLC. Recently we were and year to date we have helped Rs.1,401 Cr ($211 MM) Rights Issue Rs.1,610 Cr ($242 MM) OFS Rs.300 Cr ($45 MM) QIP Rs.2,000 Cr ($301 MM) QIP instrumental in taking public a clients raise ~Rs.51,945 crore Blackstone investee company (~$7,821 MM) to finance their and India’s largest Fragrances & growth plans and strengthen or Flavours business, S H Kelkar & JANUARY JANUARY restructure their balance sheets. Company. Rs.22,557 Cr ($3,396 MM) OFS Rs.1,600 Cr ($241 MM) Rights Issue YTD we have closed 14 transactions raising ~Rs.51,945 crore (~$7,821 MM). III IV

8. Leadership in Novel Ideas - “First Time Products” Institutional Equities Leveraging Relationships with Regulators, Issuers and Investors. Through our investor conferences, we encourage the exchange of ideas and hold extensive one–on-one meetings with senior management. Research Sales and Sales Trading JM Financial Equity Research provides in-depth analysis and Our 15 member Sales and Sales research across companies, trading team caters to the top sectors and evolving themes. 200 institutional investors, We currently cover 170 companies both domestic and foreign, across sectors. We have a clear participating in the Indian capital and scientific rating system markets. The distribution reach Secured Premium Noted Deep Discount Bond Double Option Bond First Concurrent ADS / Ordinary Equity Share Follow-on offering First stapled issue of NCD + warrants which is backed by intelligent is further augmented by having First ever open offer under a court approved scheme of arrangement Triple Option Convertible Debenture observation that keeps the Zero Interest Bond established a sales presence in the fundamental principles at the focal U.S. in addition to our presence in point at all times. Singapore. We have a strong 26 member Through our annual investor analyst team that is known for conference, road shows and 2005 1990 1993 2009 2012 2015 producing best in class research, one-on-one meetings, our equity delivering ideas and providing 1992 2004 2008 2010 2013 sales force leverages the firm’s insights into companies, markets highly regarded research and and sectors from a unique Indian facilitates interaction between perspective. Our macro research investors and management of experts provide insights and quality growth companies. address thematic trends across First Conditional IPO in Indian Capital Markets Secured Premium Noted Deep Discount Bond Double Option Bond First Issuance of Differential Voting Shares sectors and also provide timely Keeping pace with the dynamic First of its kind Demerger scheme First ever IDR issuance commentary on political events. market place, we consistently The conducted research extends invest in high-end technology beyond immediate economic platforms to enable seamless performance and focuses on execution of settlements. developing market themes to Maintaining the highest level of empower our clients with efficient compliance is an integral part of sector and stock allocation. our business. V VI

9. Investment Advisory and Distribution Wealth Management Equity Brokerage Independent Financial Distribution JM Financial’s Wealth Management Our broking business focuses on Awards business offers advisory services to building a robust trading platform 1,800 High Net-worth Individuals for High Net worth and Retail 2015 | Awarded by BSE Our Financial Product Distribution (HNI), Ultra High Net-worth clients, both through proprietary Among the Top 10 performers in the Equity team customises intelligent Individuals (UHNI) and Corporates branches and business affiliates. Broking Segment (Retail Trading) solutions for Independent Financial aggregating Assets under It is supported by technical and Distributors who in turn cater to Management of Rs.23,500 crore fundamental research teams 2015 | Awarded by BSE retail investors. ($3,538 MM). We provide a very and derivative strategists who Among the Top 3 performers - Primary Market high level of personal attention and generate investment and trading Segment (IPO / FPO Bids members) We offer a comprehensive and implementation expertise to clients ideas. We service over 38,000 user-friendly platform with a looking to manage their wealth clients in over 100 cities with an 2015 | Awarded by Great Place to Work® gamut of varied products like effectively. Average Daily Volume in Equity Ranked as India’s Best Companies To Work For - Mutual Funds, Public Offerings, and of Rs.2,228 crore ($335 MM) with Investments Industry Fixed Deposits to our Independent We aid clients in navigating Market Share of 1.85%. Financial Distributors to provide through complex wealth planning 2015 | Awarded by Great Place to Work® real value to our end clients. challenges and to ensure they JM Financial Commtrade Ltd Ranked among the Top 100 India’s Best benefit from the industry’s (JMFCL) is our commodities JM Financial is ranked among Companies To Work For - Overall most promising ideas. Our trading arm. With a strong the top firms in respect of the Wealth Management plans are research and execution platform, distribution of Mutual Funds, IPOs 2015 | Awarded by UTI & CNBC tailored on the foundation of JMFCL has evolved as a preferred and Fixed Deposits. Best Performing National Financial Advisor – deep understanding of asset commodity broker for retail Institutional allocations, financial products, private investors and corporates risk management, taxability, and impacted by the underlying 2015 | Awarded by NSE succession planning. This business commodity. Among the Top performing members in Debt is currently being offered in ETFs for 2014 7 major Indian cities through the Hub & Spoke model. VII VIII

10. Distressed Asset Management Business (Asset Reconstruction) We are at the forefront of driving change in the evolving Distressed Asset Management Business. Our Distressed Asset Management Presently, we have successfully business is engaged in acquisition acquired assets from 47 banks and of non-performing and distressed financial institutions. assets (NPAs) from Banks and Financial Institutions (FIs) and resolving them. Our goal is to realize the investments and generate returns through the revival of companies, restructuring of debt and liquidation of assets. We have a team of professionals from diverse backgrounds who are experienced in banking, corporate debt, restructuring and bankruptcy. We are one of the largest capitalized Distressed Asset Management Companies in India and consistently among the top performers in the industry, with a market share of approximately 18%. Our Assets Under Management stand at ~Rs.8,493 crore (~$1.28 Bn) and our Net Cash Investment at ~Rs.1,266 crore (~$191 MM) as on Sept 30, 2015. IX X

11. Assets Under Management (Rs.Crore) Net Cash Investment More than 60% of our Net Cash Investment of 8,493 Assets Under Management have grown ~Rs.1,266 crore (~$191 MM) is sole or senior to at a rate of 80% since 2011. other investors in Security Receipts. 8,398 24% Sole Investors 3,647 1,083 758 37% Pari Passu 599 39% Senior to Others Mar ‘15 Mar ‘11 Mar ‘12 Mar ‘13 Mar ‘14 Sep ‘15 Investment Strategy and Focus Highlights Our investment strategy focuses In June 2014, we acquired the and geographies. We believe in Security Receipts of the account to that the resolution of assets is Breakthrough Hotel Leela Deal on acquiring good quality assets dues of Hotel Leelaventure Ltd. resolving assets and enhancing a Foreign Portfolio Investor. best achieved by creating a win- at the right price and limiting from a consortium of 14 banks, value of the investments by way of win situation for all. This year we have also acquired the downside risk by insisting on a pioneer transaction in the ARC incremental or last mile funding to Single deal for acquisition of ~Rs.4,000 crore (~$619 MM) dues from 14 Banks. Focus Going Ahead majority debt of two companies sufficient underlying security value. industry. With a time bound the stressed entities and providing – one in the cement industry and approach to resolution, we are structured solutions to lower the We will continue to focus on cash We present flexible acquisition other in the ceramics industry. We working with the company to cost of capital to companies. investments or Senior (Class A) structures to the selling banks are working with the companies to help it recover and revive faster. Security Receipts in single credit and financial institutions for their revive operations and formulate a In another first in the industry accounts with potential for revival. distressed assets across sectors viable restructuring plan, we believe to our name, we sold part of the XI XII

12. Commercial Real Estate Funding Margin Trade Funding IPO Funding Financing and Lending These loans facilitate our clients For clients wishing to participate to finance their settlement in the Primary Markets, this is an We provide integrated financial obligations with regards to unmatched offering. It enables the We partner with our clients to understand their financing gaps and structure tailored solutions that work best for their requirements. Corporate Loans and Financing We are set on a tangible growth solutions to real estate developers. their trading in Equity and client to participate in IPOs in a trajectory. Our lending book has We undertake financing of Commodity markets. With this substantial manner by contributing grown from Rs.500 crore ($75 MM) Commercial Real Estate projects financing, clients take calculated a small margin, with the balance in FY 10 to Rs.1,672 crore ($252 MM) Our Corporate Loans and Financing through loans, debt syndication calls for trading higher volumes being funded by us against the in FY 15 registering CAGR of 27%. business aims to deliver credit and distribution of Non-Convertible in the markets without having collateral of the application money solutions to Sponsors, Holding debentures. We are predominantly to liquidate their investment and IPO allocation. Loan against Property Companies, Operating Companies focused on residential development portfolios. Our Loan against Securities and Special Purpose Vehicles, projects that are located in Tier 1 lending book has grown from Our unique gamut of products in in order to meet their diverse Employee Stock Option Scheme (ESOP) Funding cities like Mumbai, Pune, Bengaluru Rs.1,802 crore ($271 MM) in FY 11 to the SME lending space deliver the requirements when traditional and Chennai. We have successfully Rs.2,151 crore ($324 MM) in FY 15. best-suited solutions to our clients’ templates of interest servicing, lent against a few completed Grade This product is offered to the funding requirements related to security, tenor, principal repayment, A commercial properties in Mumbai employees of various corporates personal and business purposes. may not prove to be feasible. and Bengaluru. to finance their employee stock Designed as secured loans against Over time we have built strong options eliminating the need to property, this product helps clients relationships with several of Our real estate lending book has arrange liquidity for the same. leverage their asset without giving India’s Top 200 promoter groups. grown from Rs.210 crore ($32 MM) away ownership. Our endeavor is to strengthen in FY 11 to Rs.2,845 crore ($428 MM) Broker Funding the relationships with our existing in FY 15 registering CAGR of 92%. In a case where the client is an clients, while also prudently building existing broker, he may avail new partnerships with more Loan against Securities funding to meet his working promoter groups and corporate capital needs against the collateral houses. We aim to create custom- These loans facilitate our clients of his existing investment. made lending solutions for unique to capitalize on their investments situations that include strategic by providing liquidity against acquisitions, without compromising investments in Shares, Mutual Funds on the standards of the securities and Bonds, without the need to sell pledged or mortgaged in our favour. the securities. XIII XIV

13. Asset Management Private Equity Fund Mutual Fund Real Estate Fund JM Financial Mutual Fund has JM Financial India fund is an JM Financial Property Fund is an been in operation for over two India focused long term PE Fund India focused fund with investments decades in the Asset Management providing growth capital to in commercial, residential, retail business in India with ~Rs.15,874 fast growing, primarily unlisted and hospitality sectors. Fund crore (~$2.39 Bn) of Assets under companies. Fund has raised capital has successfully raised capital of Management. of Rs.952 crore ($143 MM) through Rs.390 crore ($59 MM) through its its domestic and offshore schemes domestic and offshore schemes We offer a bouquet of 17 mutual which has been invested entirely which is now fully invested. fund schemes across the risk- in 13 companies across various return spectrum that caters to the Fund has made investments in Tier sectors. specifics of both institutional and 1 & Tier 2 cities and has successfully individual investors. Fund has successfully exited from exited from five of its portfolio five of its portfolio companies and companies. Our risk and fund management has returned an aggregate 70% of framework allows us to effectively the capital contributions; it still has manage both risk and investments investments to be exited currently while generating high quartile valued at Rs.807 crore ($121 MM). returns across all product categories. XV XVI

14. Spreading Smiles We set up the Kampani Charitable schools that run programs for school dropouts in vocational Trust in the year 1983 and JM children with disabilities and who fields such as computer studies, Financial Foundation in 2001. belong to weak socioeconomic carpentry, etc, thereby enabling In accordance with our CSR backgrounds. them to become independent. Policy, we approved an aggregate Entrepreneurship Promotion Disaster Relief contribution of Rs.5.43 crore to be released over three years to the We partner with other firms and Through our partners we worked Trusts for supporting initiatives support the Venture Studio of extensively to help rehabilitate the and projects such as Ashoka Ahmedabad University to further victims of the Jammu & Kashmir University, Walkathon and more. develop entrepreneurship in our floods. Our Trusts identify and work country. Animal Welfare with several credible NGOs on a Health Initiatives number of outreach programs in We have helped shelter cows various fields such as education, We have partnered with companies by building cowsheds and have healthcare, entrepreneurship to provide those in need of medical provided fodder for these animals promotion, skill development, treatment for free or at a subsidized in Gujarat and Rajasthan through animal welfare and disaster relief cost. We help rehabilitate the our partners. amongst others. Our ongoing physically challenged and provide activities include: Others treatment for cancer patients. We have actively supported Education Skill Development promoting sports, arts and culture. We offer access to quality We have supported initiatives that CSR education to the lesser privileged, train the underprivileged and young give scholarships and support a girl child by providing academic and social aid. We also support

15. Making A Difference Ummeed - Child Development Center Walkathon Ashoka University International Foundation for Initiated in the year 2002, the Research & Education (IFRE) is Walkathon is one of the key annual The skilled professionals at a non-profit company registered initiatives of our Foundation. It Ummeed, an NGO, strive to under Section 25 of the supports a diverse range of social provide integrated care to children Companies Act, 1956. initiatives with help from grass who have various types of root level NGOs and implements developmental disabilities. The primary objective of IFRE programs in various fields such is the promotion of education Our Foundation has supported as education, health and disaster by establishing schools, UPPA-Ummeed Parent Program relief. It has successfully raised colleges, and education along for Autism, which provides group funds for many such causes, with with research centres for the training classes with individual contributions being personally upliftment of society, not with parent–child coaching sessions. delivered by our team members. the motive of profit. IFRE Parents receive one-on-one commenced operations in 2008 Every year, our employees, their inputs to help manage their and in 2011 launched its one year families and friends as well as children better and also learn by Post Graduate Program, more clients actively participate in the interacting with other parents. popularly known as the Young 6 km walk along the picturesque India Fellowship Program (YIP). Marine Drive seafront in Mumbai and make an effort to give back IFRE is the sponsor body that set to society. The route is along up Ashoka University, which is an Marine Drive from opposite NCPA independent non-profit private Apartments up to Mafatlal Bath, university under the Haryana and then return to Nariman Point. Private Universities Act, 2006, that is engaged in providing This year, we made use of social Bachelors, Masters and Post media to get more participation. It Graduate education to students. was held on February 15, 2015 and Situated in Sonipat, Haryana, witnessed nearly 700 enthusiastic students undergo a rigorous participants. merit based admission process and have access to world class education at Ashoka University.

16. Get in Touch JM Financial Group 7th Floor, Cnergy, Appasaheb Marathe Marg, Prabhadevi, Mumbai 400 025, India Tel: +91 22 6630 3030 Email: investor.relations@jmfl.com www.jmfl.com International Presence JM Financial Overseas Holdings Pvt. Ltd. Suite 2004, Level 2, Alexander House 35, Cybercity, Ebène, Republic of Mauritius. JM Financial Singapore Pte. Ltd. 30 Cecil Street, #21-01/02 Prudential Tower, Singapore 049712. JM Financial Securities, Inc. 2500 Plaza 5, 25th Floor, Harborside Financial Center, Jersey City, New Jersey, 07311, United States of America. Tel: +65 64221888 Tel: +230 4645100 Tel: +1 201 633 3610 The activities and businesses described in this document may contain certain ‘forward looking statements’. We are under no obligation to publicly amend, modify or revise any forward looking statements on the basis of any subsequent developments, information or events and assume no liability for any action taken by anyone on the basis of any information contained herein. The contents of this document are solely for the purpose of information and shall not be construed in any sense a solicitation or offer to purchase or sale of any securities. This document and/or any part thereof, may not be duplicated in any form and/or reproduced or redistributed without our prior written consent.

17. www.jmfl.com