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Capability Document April, 2014

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Capability Document

April, 2014

2 CONFIDENTIAL

DISCLAIMER

This document is being submitted for the purposes of describing Francorp Advisors Private Limited‘s (Francorp) qualifications. In order to describe its capabilities, Francorp has disclosed certain proprietary and other sensitive information. In consideration of receiving the disclosures, we request the company to treat this document as confidential material. The information in this document and any oral presentations made by Francorp contains trade secrets and confidential and proprietary information of Francorp, the disclosure of which would provide substantial benefit to competitors. As a result, this proposal document should not be disclosed, used or duplicated–in whole or in part–for any purpose other than the company valuating Francorp for the purpose of awarding a contractor assignment.

If an engagement is awarded to Francorp, the right of the company to duplicate, use or disclose the information in this document will be to the extent authorized in the resulting formal agreement between Francorp and the Company. If an engagement is not awarded to Francorp, this document and any duplicate copy there of should be returned to Francorp, or destroyed.

3 CONFIDENTIAL

Contents

Our Group Companies

Key Case Studies About Francorp

1 3 2

4 CONFIDENTIAL

Our Group companies

Services & Capabilities

5 CONFIDENTIAL

Our presence in the country..

North

1. Amritsar

2. Ludhiana

3. Jalandhar

4. Jaipur

5. Lucknow

6. Nepal

East

1. Patna

2. Bhubneshwar

West

1. Nasik

2. Nagpur

3. Raipur

4. Indore

5. Bhopal

6. Surat

7. Baroda

8. Rajkot

South

1. Vizag

2. Vijaywada

3. Coimbatore

4. Calicut

5. Kochi

6. Sri Lanka

Channel Partner Locations

(marked in red) North

1. Chandigarh

2. Delhi

3. Jammu

4. Faridabad

East

1. Kolkata

West

1. Mumbai

2. Pune

South

1. Bangalore

2. Chennai

3. Hyderabad

4. Kochi

FI Zonal Offices

(marked in blue)

Bhubaneswar

Amritsar

Patna Guwahati

Bhopal Rajkot

Hyderabad

Kolkata

Raipur

Our presence across cities from Jammu to Kochi will help us acquire the franchisees.

Mumbai

Surat

Kochi

Luck

now

Coimbatore

Indore

Ludhiana

Jammu

Chandigarh

Bangalore

Pune

Jaipur

Nagpur

Chennai

Presence in 231+ cities across India; 150,000+ Registered Investors

11 Zonal Offices; Serviced 1100+ brands till date

Effective, anytime-anywhere integrated business transaction capability

6 CONFIDENTIAL

Our Core Strengths

Group revenue of over 10 Mn USD

Completely debt free company

Privately held company with complete equity ownership with promoters

One of the top 10 Management Consulting companies in India

Largest B2B Exhibitor in India with shows being held over 50 cities in India

Largest Indian B2B Advertiser in leading English dailies.

Largest network in service industry in India

95% of the total franchise fraternity refers to Franchise India before making a decision.

7 CONFIDENTIAL

Franchise India Ecosystem

Francorp Franchise India International

Franchise India Publications

Franchiseindia.com

Franchise India Exhibitions

Franchise India Solutions

Franchise India Property

Franchise India Consulting

Franchise India Brands

Licence India

Fran Legal

Brand Design

Franchise India Ecosystem

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About Francorp: the Franchising Leader

Services & Capabilities

22 CONFIDENTIAL

Francorp: the Franchising Leader

23 CONFIDENTIAL

Franchise India Group

Franchise India is Asia’s largest integrated franchise solution company since 1999, and an absolute authority on franchising, licensing, retailing, real estate.

We have helped thousands of investors in selecting the right business opportunity and, in turn, assisted numerous organizations in international and domestic franchise expansion across all industries and categories: Food & Beverages, Automotive, Footwear, Education, Retail, Health, Beauty & Wellness, Financial Services.

Franchise India holds 90% of market share in Franchising in India which means 90% of franchising in India happens through our mediums / platforms with no competition in the Indian Market.

•Business Transactions division of Franchise India

•SME & Growth Consulting division of Franchise India

•Marketing & Media division of Franchise India.

•Franchising Consulting division of Franchise India

Francorp India

Franchise India

Holdings Ltd.

Franchise India Brand

Ltd.

Entrepreneur India

24 CONFIDENTIAL

Francorp – a Global Franchise consulting group

Francorp & Franchise India create a unique blend of strategic advisory with strong execution capability

Headquartered in India with 13 zonal offices

15+ years of experience in Business expansion solutions

Francorp

Established in 1976, Francorp has been the unsurpassed leader of the Franchise Consulting Industry globally

Provided end-to-end franchise solutions to

over 2,000 enterprises worldwide

16 offices outside the U.S

Based out of Chicago & services more than 45 countries globally

45+ years of knowledge & best practices…tested!

500+ clients consulted in India – from micro-entrepreneurs to large corporations

Franchise India

90% market share in India

Direct Interface with 300,000+ investors

Serviced 1100+ brands till date

Presence in 231 cities with reach – from Jammu to Kochi

Expertise in delivering solutions in emerging markets like Philippines to developed

markets like US !

25 CONFIDENTIAL

Genesis of Francorp India

Francorp India

Francorp & Franchise India Holdings Limited (FIHL)

FIHL with its core and in-depth industry expertise in Indian market for over a decade brought Francorp to India in Nov. 2008

With aim to provide a strategic objective of combining FIHL’s core competences and experience with Francorp’s vast knowledge and systems

Thus, the international benchmark of providing franchising management solutions internationally to franchisors

In India both FIHL and Francorp have combined their capacities and leverage on local interface and international expertise which we bring to the aspiring franchisor of India.

Franchise India International

Franchise India Publication

Franchise India Brands Ltd

Franchise India Exhibitions

Franchise India. com

Franchise India Property

Franchise India Holding Limited

26 CONFIDENTIAL

Market opportunity

assessment

Review and

recommendations

Advisory

Franchisee Auditing

Conceptualizing &

Building up the

franchise idea

Feasibility Analysis

Business Plan

Preparation

Financial Modeling

and Financial

Analysis

Franchisee search

(marketing &

recruitment)

India entry strategy

Francorp’s Franchise focused services

Range of Services

27 CONFIDENTIAL

Served

We have served leading corporations in their strategy development and execution

Leading Corporations Served

In India, over 500 companies consult us for their growth & expansion strategies

Häfele is a renowned distributor of furniture fittings, hardware and

architectural ironmongery.

Francorp conducted 360° analysis and training along with Business motivation

zonal workshop for its Franchise partners. Also

reviewed the financials as part of the FDP program.

Reliance Footprint has a countrywide network of exclusive Footprint showrooms in India.

Francorp as the strategic alliance

partner of Reliance Footprint organised

the Franchise meeting for getting the

franchisees on board.

Francorp worked with Warner Bros. Indian

Licence representative for “Tom & Jerry” brand.

Francorp conceptualised the licence business plan

for Tom & Jerry brand and also found out

licencee for upcoming Tom & Jerry Ice Cream

Parlour / Café.

Essar began as a construction company in 1969 and diversified

into manufacturing, services and retail.

Franchise India worked with Essar towards

establishing dealership network in Indian

Market for its retail operations.

Francorp assisted Wills Lifestyle (ITC’s Apparel Retail arm ) in charting

out the franchise business model as well

as standardize the existing business

model (Multi model approach) through a

Full Franchise Development Program.

28 CONFIDENTIAL

Served

We have served leading corporations in their strategy development and execution

Leading Corporations Served

In India, over 500 companies consult us for their growth & expansion strategies

Mom & Me stores from Mahindra Retail have been

built around the unique needs of mothers to be, young mothers, infants

and children up to the age of nine.

Francorp provided the consulting services

towards Strategy and model development to

Mom & Me.

Reliance Digital is an one stop shop with

wide product portfolio of around 150

international and national brands.

Francorp conceptualised the franchising strategy

and provided services towards acquiring pilot

franchisee.

Francorp analysed the Business model & roll

out plan for franchising format and acquired two pilot franchisee as part

of testing the viability of the model. Also

conducted Franchise Sales Training for the key

management for the implementation of the

franchise program.

Francorp prepared a Gap Analysis Report

based on Internal Capacity Assessment, conducted Training of

Management on Benchmark practices

and delivered a Performance

Measurement Tool for franchisee network.

Mother Dairy engaged Francorp for their Fruits & vegetable retailing business

referred as “Safal” to conduct audit for all

the existing stores and create a turnaround

strategy to improve the performance as well as sustainability of their

stores.

29 CONFIDENTIAL

Select Clients in India

Retail

Education

Food & Beverage

Fashion & Jewellery

Health & Beauty

120+ clients

in Retail

70+ clients in

Health & beauty

35+ clients in

Fashion & Jewellery

100+ clients in

Food & Beverage

140+ clients in

Education

30 CONFIDENTIAL

Success Stories: Francorp, USA

Client Engagement Brief

AM/PM Mini-Markets

Francorp worked with Atlantic Richfield to facilitate the marketing and rollout of ARCO’s AM/PM Mini-Market (convenient stores) franchise, both as stand alone facilities and in conjunction with their gas station operations. AM/PM was one of the first convenient store franchises, and today has nearly 1000 locations across the United States.

Amoco Oil Company

Amoco hired Francorp to advise them on an existing franchise program called Certicare, in which dealers could add basic maintenance, repair, and car wash services. Since Amoco was experiencing limited success with this franchise program, they sought Francorp’s expertise and had Francorp conduct an extensive feasibility study of the Certicare program and provide analysis as to how to improve and refine the program. On a separate engagement, Francorp worked with Amoco in the development of their Split Second convenience store operations. Francorp created franchise materials for this program and advised Amoco to have existing dealers and jobbers convert to the new program.

BP Oil

Francorp provided strategic planning on the development and implementation of BP’s convenience store franchise program, BP Express. This program was rolled out in late 1995 and by the end of 1997, BP had nearly 200 stores in operation across the U.S. The concept has since evolved into AM/PM Mini Markets.

31 CONFIDENTIAL

Success Stories: Francorp, USA (cont’d)

Client Engagement Brief

Chevron Oil Company

Chevron retained Francorp while they were still in the prototype development phase of a new business concept targeted as an add-on franchise program for the company’s top performing dealers in their gas station operations. In addition to franchise documentation, Francorp conducted market analysis relative to geographical considerations, as well as conversion strategy Elements

Dun & Bradstreet

When Dun & Bradstreet made the decision to create a new unit of its financial services division, they contracted with Francorp to help them develop their franchise program. The unit, Dun & Bradstreet RMS Franchise Corp., was formed in May of 1995 and is now selling franchises to market commercial debt-collection and receivables-management services.

DuPont

DuPont came to Francorp in 2005 looking for help in assessing a new concept they had developed. Francorp researched the potential markets and competition in this new niche. After developing a business plan and complete feasibility study for the proposed project, Francorp advised DuPont to acquire the company and franchise the concept.

Ford Motor Company

In the late 1990’s Ford Motor Company had built several hundred successful quick service oil change facilities at Ford and Mercury automobile dealerships in Mexico and in 2000 Ford wanted to bring the concept to the U.S. market under the name Quick Lane. At that time there were approximately 5,000 Ford and Mercury dealerships in the U.S. market with approximately 1,000 selected as candidates for the addition of a Quick Lane facility. Initially a number of Quick Lane units were developed in the Detroit, Michigan area. At that time, Francorp was selected to provide a feasibility study to look at the economic and market implications of the Ford Motor Company expanding the Quick Lane concept as a franchise business.

32 CONFIDENTIAL

Success Stories: Francorp, USA (cont’d)

Client Engagement Brief

Linc System

The Linc System is one of the world’s largest franchisors of HVAC services with over 100 franchisees in North America and Australia servicing over 100,000 customers. Linc requested Francorp to provide a complete audit of every part of their franchise program including their legal documents, marketing materials and approach, operations manuals, training systems, international expansion, and franchise relations.

Mobil Oil

Francorp created a conversion program to assist Mobil in consolidating their network of dealers, jobbers, and franchisees. Mobil was concerned that customers had different experiences at different locations because there was not enough uniformity among the various operators. Francorp assisted Mobil in creating one overarching strategy and provided guidance on getting the operators to sign onto the new program.

Nestle

Francorp worked with Nestle’s headquarters in Switzerland to study the feasibility of franchising a distribution franchise for coffee and espresso vending machines in the United States.

Shell Oil

Francorp assisted Shell in examining the possibility of franchising their convenience store operations. Utilizing Francorp’s recommendations, a franchise program was initiated through a joint venture with another well-known convenience store operator. On a separate engagement, Francorp worked with Shell in analyzing their Auto Care franchise for problems and opportunities for further expansion. Furthermore, Francorp provided insights and valuation consulting to Shell as they looked to do a joint venture with a privately held company. This joint venture involved co-branding the franchisor’s products with those of the Shell convenient store operations. Francorp was charged with examining the structure, health, and potential shortcomings of this other franchised entity, and offering suggestions on the value of this acquisition relative to Shell’s existing operations.

33 CONFIDENTIAL

Success Stories: Francorp, USA (cont’d)

Client Engagement Brief

TNT Express

Francorp's engagement was to assess the feasibility of franchising select U.S. markets in order to reduce overhead while maintaining market coverage. Francorp helped TNT Express restructure their organization to effectively maintain a mix of dealer locations and franchised units. They currently operate almost 1000 locations worldwide and are considered the world’s largest express courier service.

Valvoline

Francorp developed the complete franchise program for Valvoline’s quick-lube concept in the United States. The company now has several hundred franchised and company-owned locations across the country.

Texaco Lubricants Company

Francorp has worked with Texaco on five separate engagements over the past ten years, including projects involving Texaco’s convenient store program, total car care, gas stations, and food service operations.

Oilstop, Inc.

Francorp provided franchise materials and consulting for this drive through automotive oil change and lubrication business. Oilstop has a relationship with Chevron Oil and provides other maintenance and repair services, as well as gas operations.

Getty Petroleum

Getty had several hundred stores that were either co-operated or dealer operated. In addition, they had a separate division operating under a totally different brand. This division lacked both standardized operating procedures and corresponding manuals. Francorp assisted in the conversion of these dealers and jobbers to a single brand name as franchises and developed manuals and other materials to support them. Further consulting work was then provided to add convenient stores to the company’s existing locations.

34 CONFIDENTIAL

Success Stories: Francorp, India

Client Engagement Brief

3M Car Care

Car detailing space in India is witnessing shift from the organized OEM’s to specialized car detailing centers. Looking at this opportunity, 3M wanted to establish 3M Car Care centers across the country to provide car detailing services. The challenge in the business model is the widely penetrated network of authorized OEM’s as well as deeply penetrated mom n pop shops offering car detailing at every nook and corner of the city. The company has been extremely franchise sensitive but with Francorp’s support took the plunge and setting up 3M Car Care centers across the country. Currently, 3M has 4 plus franchisee centers across India. Company uses Franchise India all mediums of marketing for the lead generation process. However, the lead management is internally managed.

MYTVS

Established in 2001 as FIAT dealership, MYTVS was launched as first multi-brand integrated car services provider in 2003. Since inception, MYTVS has focused on both CoCo and franchise outlets to expand network. The company has 16 CoCo and 51 franchised outlets covering the Southern states of India – Tamil Nadu, Karnataka, Andhra Pradesh and Kerala. However, most of the franchised outlets are in lower zone of performance as well as financial parameters. MYTVS approached Francorp for a complete overhaul of the Franchise model. Francorp took an Diagnostics, Planning and Execution approach to provide MYTVS the desired results. As part of the engagement, Francorp also prepared a Gap Analysis Report based on Internal Capacity Assessment, conducted Training of Management on Benchmark practices and delivered a Performance Measurement Tool for franchisee network

Mother Dairy Fruit & Vegetables

Mother Dairy engaged Francorp for there Fruits & vegetable retailing business referred as “Safal”. It had over 200 franchise owned units in and around Delhi NCR region when it first came to Francorp. As part of scope of work, Francorp was mandated to audit all the existing stores and then create a turnaround strategy to improve the performance as well as sustainability of the stores. Along with it, Francorp also developed and design various procedures/policies and systems required in the complete Franchise development program which can be used for the nation-wide expansion of centers/outlets.

35 CONFIDENTIAL

Success Stories: Francorp, India (cont’d)

Client Engagement Brief

Harvest Gold

The client wanted a growth strategy that will be achieved through franchising. There is a huge opportunity in India in this segment which the brand wanted to capitalize on. Making them franchise ready was the biggest challenge. Moreover, processes and functions had to be aligned towards achieving a strategic goal of growing through the franchising route. Francorp addressed the growth challenges and proposed franchising to grow organically across India. The processes were also reviewed and redesigned to make the business franchise ready. The brand has successfully been franchised across North and West India and some deals are in the pipeline that will be finalized soon.

Lohia Auto

The problem that was identified by Francorp was two pronged; one, the existing dealer management was to be refined and processes finalized; second, process documentation for new dealers on board was to be completed. The client wanted to expand to major markets in India. However, becoming franchise ready was a major challenge. Francorp addressed both the challenges, related to existing and new dealers by recommending a two pronged strategy to tackle both the issues. Old sales partners are important and a healthy business relation requires continuous monitoring and mentoring, whereas new partners require a serious acquisition process in place.

Lakme

Lakme wanted a faster and deeper PAN India roll out and Franchising was chosen as an independent growth strategy by the company. The broader work category involved a Project Development plan as well as Marketing & recruitment of franchisees in a PAN India roll out plan. Franchise India has been consultant to Lakme since the formation stage of business model development to the execution. Concept verification & proof of concept; Benchmarking analysis; Recommendation for the business model; Development of franchise collaterals were the key elements of FDP

Reliance Digital has appointed Francorp to assist the company in creating there franchise model for Digital express. The scope of work includes charting out the complete franchise development program for the company. It includes growth strategy development, franchise business model recommendations, value proposition offered to the Franchise, legal agreements, operations & training manuals.

36 CONFIDENTIAL

Success Stories: Francorp, India (cont’d)

Client Engagement Brief

Wills Lifestyle

The company had franchisees but was operating in not so pure franchise business model since, the investments were borne by the company. Wills Lifestyle wanted a to foray into franchising for a deeper penetration into the tier B & C cities. Francorp assisted the company in charting out the franchise business model as well as standardize the existing business model for the Wills lifestyle (Multi model approach) through a Full franchise development program.

Peter England

The company already has presence in approximately 600 towns. The company intends to have the presence in 1,000 towns by 2014 and has identified Franchising as the growth strategy. Francorp is currently advising Peter England on the expansion and roll out plan in India. Since the focus is moving on to the tier II and III cities by way of franchising, Francorp also organizes independent road shows specific to Peter England for franchise acquisition along with activities like planning the month on month marketing activities in accordance to the target set mutually.

Gitanjali Jewels

Gitanjali Jewels needed consulting around establishing Franchise for a pan India expansion as a growth strategy. Franchise India has been consultant to Gitanjali Jewels since the formation stage of business model development to the execution. The broader work category involved a Project Development plan as well as Marketing & recruitment of franchisees in a PAN India roll out plan. The company has a decade long relationship with Franchise India, as it manages all the franchise lead generation and lead management process for Barista expansion plans in India

\

KFC

Francorp was contracted to developed an analysis of their most successful and unsuccessful KFC franchisees. In addition Francorp also developed a profile and psychological test for potential franchisees in the USA. Along with it, Francorp India was engaged to develop the Operator model for the Indian markets where in franchise profiling, franchise acquisition strategy was created.

37 CONFIDENTIAL

Abc Montessori City Look Future Group KFC Morellato – Italy Re Feel Cartridge Tech Kidz

Adidas Clara International Gitanjali Gems Khadims Motilal Oswal Realtech Developers The Apollo Clinic

Air Hostess Academy Coffee Day Express Gitanjali Lifestyle Kidzee Mr. Orange Rebi The Corner Book Store

Ansal Api Coffee Republic GKB Opticals Killer Music World Reisswolf The Home Store

Apollo Health And Lifestyle Cookie Man Gloria Jeans Coffee Koutons Mustang Jeans Reliance The Loot

Arch Crestcom Gold Souk Kshitij My Dollar Store Reynolds The Medicine Shoppe

Archies CTC Gordan max Kwality Walls (HLL) Nerolac Paints Rosebys The Mobile Store

Asmi Cup & Cino Greggio Argento Kwik Kopy Nescafe Safe Express The Taco Marker

Amity Cygnus Jewellery Habibs Lacoste New Zealand Natural Sangini Tikka Express

Ayush Therapy Center D’damas Hakoba Lifestyle International Business Synergies

Next Santa Barbara Polo Timex

Bang And Olufsen Debonairs Pizza HCL Lee Cooper NIIT SAP Titan

Barista Diamond Hut HDFC Bank Levis Nilgiris Satya Paul Travel Port

Barnie’s Coffee DLF Health & Glow Live-in Nilkamal Enterprise SBI Bank TVS

Baskin Robins Dominos Pizza HP LJ Hooker Nina Ricci Watches Seashell Unitech

Bath Concepts Dosa Plaza HSBC LKP Shares Nirmal Lifestyle Shadi Point United Colors Of Benetton

Bausch And Lomb Dulce Café Hughes Escorts Lotus Herbals NIS Sparta Shanghai Post US Dollar Store

Beningans Education One Hushes Net Lovable Numero Uno Shoe Tree Vadilal

Bharat Students Educomp ICICI Bank M2K Odyseey Sia Art Jewellery Vapiano

Bikanervala Emaar MGF IIFT Ma Foi Omaxe Sify i way Veta

Body Spa International Era Impuls Madura Garments Oracle SONY Via

BPTP Essar Telecom Retail IMS learning Magppie Osim International Spa Zieta Videocon

Candico ETP Inorbit Mall Manipal U Pantaloons Spykar Jeans VLCC

Cartridge Café Eureka Forbes ITZ Cashcard Maples Papa Johns Pizza Stained Glass Overlay Welhome

Castrol Euro Kids J K Industries Mariella Burani Parasvanath Developers Sub Westwood

Catridge World Excalibur J K Tyres Mary Brown Pinnacle Kids Subway Woodland

Ceat Feather Lite JetKing Masala country Pizza Corner Suncity

Chabra 555 Ferns N Petals Juice Zone Max Pizza Hut Tally

Change Fitness One Just Cavalli Mic & Mac Protocol Tanclean

Chocolate Graphics Food Factory Just Cuts Microsoft Provogue Taraash

Cholayil Sanjeevanam Forever 18 Kent RO Systems Mobicare Quantum TATA Steel

Annexure of key clients

38 CONFIDENTIAL

THANK YOU!

Aman Chawla

Francorp Advisors India Ltd.

405 B,4th Floor, Pinnacle Tower, (Behind The Atrium),

Surajkund Road, Faridabad.

+91 8860084185

http://www.francorp.in/