1. MAS Financial Services Ltd. 6, Ground Floor, Narayan Chambers, B/h.Patang Hotel, Ashram Road, Ahmedabad. PIN - 380009. State: Gujarat, Country : India Ph. No.: +91 79-30016500, Fax: +91 79 30016597 Website : www.mas.co.in Information Memorandum

2. Introduction  In existence since last 23 years. Turned corporate in the year 1995.  A retail finance company focused on Financial Inclusion. Total 65 branches and 2300 locations reach in the state of Gujarat, Maharashtra,Rajasthan, Tamil Nadu and Madhya Pradesh.  Has created the expertise in the distribution of credit and a base of more than 4,00,000 customers.

3. BOARD OF DIRECTORS More than two decades of experience in the industry Mr. Kamlesh Gandhi Founder and Managing Director Chairman of Gujarat Finance Company Association & committee member of Finance Industry Development Council (FIDC), visiting faculty ICFAI Mr. Mukesh Gandhi Co founder and Director Finance Formerly associated with Gujarat Industrial Investment Corporation &Dean of ICFAI Business School Ahmedabad & till recently with Shanti Business School (Ahmedabad) Mr. Bala Bhaskaran Professional Director Former General Manager of Gujarat state Finance Corporation & director of Som Lalit Institute of Management, Ahmedabad Mr. Jagdish Joshipura Professional Director More than 25 years of experience in Banking and Finance and a practicing Chartered Accountant Mr. Chetan Shah Professional Director Director at ICICI Venture Fund Management Co More than 15 years of experience in Project Management, Investment Banking and Corporate Finance Mr. Subir Nag Nominee Director Senior Investment Officer (Private Equity - FMO) Mr. Cornelis Jan de Kruijf Nominee Director

4. VISION To be one of the most efficient distributor of financial services and create value on a very large scale. VISION 2015

5. MISSION To constantly endeavour, to attain excellence and create a very wide Financial distribution network and to be catalyst; in providing the most efficient financial services which we term as financial inclusion. VISION 2015

6. To attain AUM of ` 5,000 Cr. ` 3500 Crores : Retail assets (Approx.) ` 1500 Crores : Housing (Approx.) Customer base Presence in approximately 5000 locations covering 6-7 states. No. of Customers Income Range 6 Lacs ` 5000 p.m. to ` 35000 p.m. VISION 2015  MSME & SME Loan ` 1500 Cr.  Two wheeler loan ` 1000 Cr.  Commercial Vehicle Loan ` 1000 Cr. VISION 2015 The Impact

7. The Impact VISION 2015 HELP 35,000 House Holds Realize their dream of “owning a home.” PROMOTE 300,000 Micro, Small & Medium Entrepreneurs to scale up their business. PROVIDE Livelihood Financing to 270,000 House Holds through SRTO and Two Wheeler financing especially in Rural and Semi Urban Areas. Will :

8. Enablers Thrust on Providing Affordable Financial Services. Business Model, Products & Market Size Distribution Network. Liability Management. Human Resource Development. VISION 2015

9. Distribution of Network Target to have close to 200 branch offices and 5000 centers reach. To cover 6-7 states Current Networking Status – 65 Branches.  Gujarat - 44 Branches.  Rajasthan - 7 Branches  Maharashtra- 12 Branches  Started Operations in  Madhya Pradesh - 1 Branch  Tamil Nadu- 1 Branch  Two more Potential States will be covered depending upon market condition and the potentiality. VISION 2015

10. Network INDIA VISION 2015

11. Network  Such penetrative network will be replicated in other states. VISION 2015

12. Business Model & Products * Promoting Financial Inclusion * To concentrate on the business model and products, which ensures scalability and sustainability.  Home loans 35% from Rural 40% from Semi urban. 25% from Urban MIG LIG customers.  Small, Medium & Micro Enterprise Loan Individual lending model  Two wheeler 60% from Rural 40% from Semi urban Contd… VISION 2015

13. Business Model & Products  SRTO (Small Road Transport Operators) Three Wheelers Four Wheelers Multi Utility Vehicle Sports Utility Vehicle Light Commercial Vehicle  SME Partnership (SIDBI and Likes) Direct funding  Non fund based Insurance Syndication VISION 2015

14. Affordable Financial Services To offer affordable financial services thereby acting as the catalyst to expand the market size.  Strive hard to reduce the cost of operations by efficient management.  To raise capital & debt on most competitive terms.  To maintain ROA of 3.0% to 3.5%. VISION 2015

15. Capital & Liability Management  To remain adequately capitalized. Estimated internal accruals over the period will be approx. ` 250cr. Capital raising estimated at ` 350cr. approximately during the period.  To dilute up to 25% inclusive of the IPO offer. Unlocking close to ` 800cr. To ` 1000cr. (depending upon the timing of an IPO) available for investment to carry on future expansion plans.  To go for an IPO between 2014 to 2016, depending upon the situation of the market.  To have the ideal debt resource mix, that ensures continuous flow of funds at the most competitive terms. VISION 2015

16. Human Resource Development To retain and strengthen the core team of dedicated, proven, loyal personnel and hire the best talents as per requirement. To constantly endeavour to develop the human resource, which commensurate with the growth plans. To ensure that the organization imbibes the culture of being a learning organization. VISION 2015

17. A very systematic exercise will be undertaken to project the strengths and the working of the company as the company in activity of financial inclusion for more than two decades. Visualized the opportunity of financial inclusion very early. Financial inclusion activities covering more than 35Crores of population and catering to their multiple needs by offering products ranging from Micro loans to home loans. Presence of financial services across income segments ranging from ` 5000 p.m. to ` 35000 p.m. Detail action plan will be formulated till then catering to more than 4.00 lakhs customers satisfactorily is very concentrated efforts in itself to build up the brand. Brand Building VISION 2015

18. Business Overview KEY INVESTORS and SHAREHOLDING PATTERN Investment horizon Amount (INR Cr) Type Bellwether2006-20106.5Tier II ICICI Ventures2008-201240.0Tier II FMO200844.0Tier I Shareholding Pattern MARCH 2011 Promoters & Family99.99 % Others0.004% Investment by reputed international investors and credit relationship with most of the leading banks Total active Clients is 2,68,222 as on 31 st March 2011 SR. NOBank/ FIRelationship Since 1AXIS BANK LTD.2003 2BOI2006 3CENTRAL BANK OF INDIA2009 4DCB2007 5DENA BANK1996 6HDFC BANK LTD.2004 7ICICI BANK LTD.2004 8IDBI BANK LTD.2005 9ING VYSYA BANK LTD.2008 10PUNJAB NATIONAL BANK2008 11SBI2007 12SIDBI2006 13STANDARD CHARTERED BANK2006 14STATE BANK OF PATIALA2009 15UNITED BANK OF INDIA2009 16 DHANLAXMI BANK 2010 17 CITY UNION BANK 2010  Credit relationship with over Seventeen banks and financial institutions KEY BANKING RELATIONSHIPS

19. Operational Overview VISION 2015 RISK CONTROL Process Control Client Adoption Credit Approval Robust Technology Platform Recovery Portfolio Monitoring  Robust KYC process  Tie up with banks for no frills saving accounts for all customers  Credit Scoring model - Rule based lending norms, On site/Off site verification  Centralized credit approval rendering effective control  In house IT team  Technology supports FAS module (used by credit and accounting ) and MIS module (for management, recovery and marketing)  Internal Audit – Random audit of the loans approved to validate compliance  Review of sourcing and recovery targets – Regular monitoring of the business sourced and amounts recovered  Post Dated Cheques For the installments  Hub and Spoke model for recovery and settlement Robust client adoption process, credit checks and technology ensures efficient recovery and process control

20. Key Management Personnel - MFSL VISION 2015 Mr. Kamlesh GandhiManaging DirectorHas been on the helm of affairs of the company since last 22 years Mr. Mukesh GandhiDirector FinanceMasters in commerce and has been actively involved in strategic decisions and resource raising for the company Mr. Saumil PandyaVice-President (Sales & Marketing)Having 16 years of experience in the company; handles sales, marketing and product development Ms. Darshana PandyaChief Operating OfficerHaving 16 years of experience in the company and currently handles Operations, credit and risk management. Mr. Joby JosephHR ManagerHaving wide experience of HR filed and managing the entire HR related activities in the Company Mr. Sunil ShahHead Credit & RecoveryOversees credit & Recovery function of the company; 12 years of working experience in MFSL. Mr. Gaurang KasudiaEDP In ChargeIn charge of electronic data processing centre and managing information requirement for the company; 16 years experience in MFSL. Ms. Prachi KanodiaCompany SecretaryResponsible for legal compliances of the company. Mr. Ankit JainEA to Director FinanceInvolved in Strategic Planning, Resource mobilization and budgeting.

21. Organization Structure - MFSL VISION 2015

22. Business Plan – MFSL Key Trends 1/3 VISION 2015 LOAN PORTFOLIO O/S (Rs. In Cr.) CAPITAL ADEQUACY RONW/ROA OPERATING COST TO INCOME CAGR 49% Company on an inflection point to assume exponential growth and profitability

23. Business Plan – MFSL Financial Projections 2/3 VISION 2015 KEY FINANCIAL PROJECTIONS STATUTORY AUDITOR: DELOITTE HASKINS & SELLS Growth in Asset book and Income levels without compromising on credit quality, the key to consistent growth INR Mn.FY11FY12FY13FY14FY15FY16FY17 Total Income9071280250241076592928411871 Total Expenditure66195818633059491767358590 PBT2373126251028164425223252 PAT157203408672107516562137 LIABILITIES Share Capital93014301760264038404290 Reserve & Surplus235314268626136526394396 Net Worth1165174420283266520569298686 Loans341568361285020787331204350454881 Total Liabilities458085791487824052383255043363567 ASSETS Fixed Assets62 741121019081 Net Current Assets442783671461423641378454974262885 Misc Assets92150190300380600 Total Assets.458085791487824052383255043363567

24. Business Plan – MRHMFL Financial Projections 3/3 VISION 2015 KEY FINANCIAL PROJECTIONS Housing Finance subsidiary key to future growth; Company poised to leverage on it’s distribution network and huge market size. INR Mn.FY11FY12FY13FY14FY15FY16FY17 Total Income1785315796159127764479 Total Expenditure1254229597120721173423 PBT531851993846601055 PAT42362145280482770 LIABILITIES Share Capital107 20735765710071307 Reserve & Surplus722701904248351513 Net Worth114129277547108118422820 Loans10103334448219153112572940619 Total Liabilities124116237208765163922757143439 ASSETS Fixed Assets0.33 0.4568910 Loan Portfolio98105534278127153132584640783 Net Current Assets26107293632107117162645 Misc Assets0000000 Total Assets.124116237208765163922757143439

25. Best Wishes