Decision at the Right RESTRUCTURING Time …

1 How the Right Decision at the Right time Transforms a Business Prepared by BIG Strategic Management Consultants Dubai India Spain Ghana Singapore FUND RESTRUCTURING debt RESTRUCTURING 2 Fund RESTRUCTURING The Story of Wockhardt Wockhardt acquired Esparma GmbH (Brand, Businesses, Sales and Marketing Organization) May 2004 Public offering of 25 million equity shares introduced. But the IPO failed to garner funds and was called off by the promoters as it got poor investor response. January 2008 Wockhardt Under CDR RESTRUCTURING A statement to the BSE, Wockhardt referred itself to the CDR cell through ICICI Bank Limited (ICICI) to restructure its mounting debts of over Rs. 38 billion March 2009 Sold the German Subsidiary Esparma GmbH for around Rs. bn. MoU With V toquinol SA to sell animal health business in India for an estimated Rs. to bn Sold 10 of its hospitals to Fortis Healthcare Ltd for Rs. bn (Rs. mn per bed) Liquidating Assets August 2009 Default on FCCBs payment consequences Wockhardt had defaulted on repayment of US$74 million worth of FCCBs.

2 On October 31, 2009, the company reported Rs. 542 million of net loss in the quarter that ended on September 30, 2009 October 2009 3 Fund RESTRUCTURING Wockhardt s Turnaround After 8 quarters of continuous losses. Wockhardt moves into profits. Company reported a Rs. bn profit compared to a Rs. bn loss in same period of previous year. A Rs. billon net profit in the second quarter ended on September 30, 2011, compared to the Rs. 967 million net losses in the same period a year ago. Surprising Financing Performance Q3 Results The net profit had increased by 50% to Rs. billion in Q3FY12 from Rs. billion in Q3FY11. In the same period, sales also increased by 20% to Rs. billion from Rs. billion Turnaround at Wockhardt 4 Fund RESTRUCTURING What is debt RESTRUCTURING debt RESTRUCTURING refers to Reallocation of resources Change in the terms of loan extension Ease out the temporary difficulties to the debtor General debt RESTRUCTURING Troubled debt RESTRUCTURING Creditor extends the loan period at low or no interest rates Creditor incurs no losses Debtor can recover from temporary financial difficulty and recover the loan later Creditor incurs losses in the process Reduction in accrued interest 5 Fund RESTRUCTURING debt RESTRUCTURING When & Why debt to Equity ratio is very high Interest expense for the current scenario too high If business has export potential then the domestic debt can be swapped for foreign debt if the interest rates are high in India Debtor gets more time to pay the loans SME gets one more chance to prevail from the bottom Advantages When is it needed 6 Fund RESTRUCTURING How BIG Can Help GROWTH Thorough

3 Review of the business and industry it belongs to. Thorough assessment of the business financial structure and condition (Cash flow Projections, Financial Situation and status of parent entity, Converting short term debt into possible long term plans, etc.) Expected time to recover the debts. Terms of loan repayment, timely performance measure of the debtor to be provided to the creditor Avoid Unnecessary legal fees, Dealing with Creditors, Collection agencies and Attorneys so that the business gets back to generating revenue Understanding The Business Financial Status Review & Projections Outlining RESTRUCTURING Strategies Undertaking the Entire RESTRUCTURING Responsibility 7 Fund RESTRUCTURING PRIVATE EQUITY FUNDING 8 Fund RESTRUCTURING What is Private Equity Private Equity Funding becoming a partner, sharing the risk in the venture their investment programs while keeping their balance sheets healthy experienced advice on financial or strategic decisions and access to an invaluable network of contacts entering the business structure usually a business with proven mettle and promising growth prospects Equity interest in an unlisted company Provision of capital in exchange of stake in the business Addresses dynamic companies with high growth rates in need of finances Ownership of a company is restructured Receiver gets access experienced and established individuals 9 Fund RESTRUCTURING Advantages of Private Equity Small number of large shareholders Investors are often actively involved in the operations of company Management normally very highly incentivised - and the incentives are aligned with the interests of other shareholders Very quick Decision making process - companies can move swiftly and keep costs down Happy to employ large amounts of

4 Leverage - probably closer to optimal capital structure Very easy to effect management change Less regulation and little disclosure Potential high rewards tend to attract very talented individuals to both Private Equity and Private Equity-backed companies 10 Fund RESTRUCTURING Key Challenges Faced by SMEs Access to Finance Access to People/ Talent Access to Technology & Environmental Constraint Access to Markets Access to Infrastructure Private Equity Funding could help SMEs overcome these challenges 11 Fund RESTRUCTURING How BIG Can Help? GROWTH Thorough Review of the business and industry it belongs to. Thorough assessment of the business financial structure and condition Development of the most feasible strategy for infusing funds in the business Finding potential investors, their detailed profiling, facilitating interactions and finalising the most suitable investor Preparation of the long term fund disbursement strategies, exit plans, financial growth plans Understanding The Business Financial Status Review Strategy Formulation Finding PE Investor Long Term Strategies 12 Fund RESTRUCTURING About BIG Strategic Management Consultants BIG Strategic Management Consultants, established in 2008, is a fusion of the vast experience of industry veterans and the vitality of the young blood, which blends to give superior consulting services to both domestic and international clients in fields as diverse as strategic consulting, technology consulting, financial consulting, market research and analysis, feasibility studies and manpower planning.

5 We are a Management Consulting firm based in Dubai and having our offices in India, Spain, Ghana and Singapore. We are specialized in developing Strategies for Corporates for Growth and Turnaround, Preparation of Detailed Financial Viability Studies, Preparation of Detailed Business Plans, Developing Cost Optimisation Modules, Conducting Business Process Re-Engineering, Conducting Market Opportunity Assessment for New Entrants and New Geographies, Conduct Risk Assessments, Performing Financial Structuring and Re-Structuring for clients, Assist Clients raise funds from Financial Institutions and Private Equity Funds Conducting Consumer Surveys, Employee Satisfaction Surveys, Valuation Studies, Offer Project Management Services and Identify and Conduct Joint Venture / M&A Deals. 13 Fund RESTRUCTURING BIG Strategic Management Consultants 4, Hindustan Kohinoor Complex, LBS Road, Vikhroli (W), Mumbai 400083 Tel: 91-22-25790058 / 59/ 61 E-mail id: Website: Thank You 14 UAE (Head Office) Big Strategic management Consultants FZC # 806, Rose 6, TECOM, Dubai, UAE Tel: 00971 4 4325975 Ghana BIG Strategic Management Consultants - West Africa World Trade Center, 4th floor, P O Box CT 8267 Cantonments, Accra, Ghana Mob: 00233 506425900 Spain Big Strategic Management Consultants Mazustegui 21- 3a entreplanta izquierda 47806 Bilbao Vizcaya, Spain Tel: 0034 674155370