Investor Presentation March 2010 Disclaimer Bajaj Corp Limited.” (“Company” or “BCL”) is proposing, subject to receipt of requisite approvals, market conditions and other considerations, an initial public offer of its equity shares in the near future and has filed a Draft Red Herring Prospectus (“DRHP”) with the Securities and Exchange Board of India (“SEBI”). The aforesaid DRHP is available at the website of SEBI at www.sebi.gov.in and the website of the BRLM at www.kmcc.co.in. Any potential Investors should note that investments in equity shares involve a high degree of risk and for details, potential investors may refer to, but not rely on, the Draft Herring Prospectus, filed with SEBI, including the section titled “Risk Factors”. Subsequently, potential investors should refer to the Red Herring Prospectus, which may be filed with the Registrar of Companies in future, including the section titled “Risk Factors” THIS PRESENTATION IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, INTO THE UNITED STATES. This presentation and the information contained herein is not an offer of securities for sale in the United States. The securities of the Company have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The securities of the Company may not be offered or sold in the United States absent registration under the Securities Act or pursuant to an exemption from registration. The Company does not intend to register any portion of the offering in the United States or to conduct a public offering of any securities in the United States. This is for informational purposes only and does not constitute or form part of, and should not be construed as, an offer or invitation to sell securities of the Company, or the solicitation of any bid from you or any investor or an offer to subscribe for or purchase securities of the Company, and nothing contained herein shall form the basis of or be relied on in connection with any contract or commitment whatsoever. Nothing in the foregoing shall constitute and/or deem to constitute an offer or an invitation to an offer, to be made to the Indian public or any section thereof or any other jurisdiction through this presentation, and this presentation and its contents should not be construed to be a prospectus in India or elsewhere. There shall be no sale of the Company's securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to any qualification under the securities laws of such state or jurisdiction. 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None of the future projections, expectations, estimates or prospects in this presentation should be taken as forecasts or promises nor should they be taken as implying any indication, assurance or guarantee that the assumptions on which such future projection, expectations, estimates or prospects have been prepared are correct or exhaustive or, in the case of the assumptions, fully stated in this presentation. The Company assumes no obligations to update the forwardlooking statements contained herein to reflect actual results, changes in assumptions or changes in factors affecting these statements. This presentation and the contents hereof are restricted for only the intended recipients. This presentation and the contents hereof should not be (i) forwarded or delivered or transmitted in any manner whatsoever, to any other person other than the intended recipients; or (ii) reproduced in any manner whatsoever. 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The information and opinions in this presentation are subject to change without notice. 1 Investment Highlights Investment Highlights 1 Strong Macro Environment Driving Consumption Growth in India Increase in the proportion of the population in the age group of 15-59 years from 56% in 1990 to 63% in 2015 Growth of disposable income at an 8.7% CAGR between FY02 and FY07 Urban population expected to grow to from 25% of total population in 2001 to 35% in 2016 Organized retail as a % of total retail is expected to increase from 6% in FY07 to 12% in FY12 2 Light Hair Oil – An Attractive Segment in the Hair Oil Market Hair oil market has grown at a CAGR of 13% in volume terms and 18% in value terms between CY06 and CY08 In the same period, the light hair oil (LHO) market grew at a CAGR of 14% in volume terms and 24% in value terms, significantly outperforming the overall hair oil market Market expected to continue to grow as users shift preference to LHO driven by the non sticky property of LHO 3 Strong Brand Positioning The company’s “Almond Drops” brand is a leader in the light hair oil market with a market share of 49.5% in CY09, more than 2x its nearest competitor It’s market share has grown from 30.0% in CY05 to 49.5% in CY09 Almond Drops is a premium brand with high pricing power – it is among one of the highest priced hair oil brands and has gained dominant market position in the segment 3 Investment Highlights (Cont’d.) 4 Strong Distribution Network and Comprehensive MIS The company reaches consumers through 1.49 mn retail outlets which are serviced by its strong distribution network of 4,300 direct distributors and 8,900 wholesalers The company’s strong distribution network and reach will provide it a robust platform to launch new products The company’s distribution network is supported by a comprehensive MIS whereby sales reports are generated by on the ground sales force 5 Experienced Management Team with Promoter Backing Qualified management team with significant sector experience backed by strong parentage of the Bajaj Group Several members of senior management team have been associated with the Bajaj Group for several years Independent Board of Directors 6 Strong Financials Sales have grown at a CAGR of 22% over the last three fiscal years EBITDA margins of over 21% in FY09 The asset light business model resulted in an ROCE of 188% as on March 31st 2009 Debt free company 7 Growth Strategy Extend the ‘Almond Drops’ platform to other personal care products Evaluate inorganic growth opportunities which provide access to new markets and augment existing product offerings Convert coconut hair oil users to light hair oil users and increase market share Increase focus on rural penetration 4 Enabling Macro Economic Factors Strong Macro Environment Driving Consumption Growth in India 6 7 7 8 9 80% 60% 56 57 58 60 62 63 40% 20% 38 37 35 33 31 29 2010 2015 > 60 Years 0% 1990 1995 < 15 Years 2000 2005 15 - 59 Years 35% 30% 25% 20% 15% 10% 5% 2016E 2011E 2001 1991 1981 1971 1961 1951 1941 1931 1921 1911 0% Source: Secondary research, CSO CAGR: 8.7% 30,000 25,000 20,000 18,988 19,744 FY02 FY03 21,582 28,880 23,139 25,560 15,000 10,000 5,000 FY04 FY05 FY06 FY07 Growing organized retailing will drive consumption of branded products 40% 1901 Urban Population/Total Population Steady urbanization to drive demand and shift in consumer preferences 35,000 (Share of organised retail market) (% of Population) 6 Working Age Group 100% Disposable income growth rate outperformed GDP growth rate (Disposable income per person) Working population has expanded by 270 mn between 1990 & 2010 14% 12% 12% 10% 8% 6% 6% 4% 2% 0% FY07 FY12 The combination of a large working population, increasing disposable income, steadily growing urbanization and growth in organized retail is a very potent mix for the long term growth of consumer products in India 6 Industry Overview Industry Size and Structure FMCG Rs.116,100 cr (USD 25.5 bn) Hair Care Rs. 9,150 cr (USD 2.0 bn) 8% market share Shampoo Rs. 2,840 cr Perfumed Oil Rs. 2,930 cr Coconut Oil Rs.2,110 cr Hair Conditioners Rs. 80 cr Hair Dyes Rs. 1,190 cr (USD 0.6 bn) (31.0%)* (USD 0.6 bn) (32.0%)* (USD 0.5 bn) (23.1%)* (USD 0.02 bn) (0.9%)* (USD 0.3 bn) (13.0%)* Hair Oil Market Coconut based Oils Heavy Amla based Oils (51%)* (15%)* Cooling Oil Light Hair Oils Others (12%)* (14%) * (8%)* Perfumed Hair Oil Segment Source: The 2009 AC Nielsen Retail Audit Report. * Value based share of Hair Care Market Only branded products data Hair Oil is > 55% of the overall hair care industry in India 8 Hair Oil Market in India Overall Hair Oil Market – Volume 250,000 CAGR: 12.8% 192,578 150,000 144,948 6,000.0 208,189 100,000 50,000 4,000.0 4,280 3,030 2,000.0 1,000.0 - CY06 CY07 CY08 CY09 CY06 Light Hair Oil – Volume 25,000 17,832 CY08 CY09 Light Hair Oil – Value CAGR: 23.8% 700 19,244 600 14,828 (Rs. cr) 12,954 CY07 800 CAGR: 14.1% 20,000 (In KLtr) 3,530 3,000.0 - 15,000 4,940 CAGR: 17.7% 5,000.0 164,756 (Rs. cr) (In KLtr) 200,000 Overall Oil Market – Value 10,000 500 400 683 572 444 360 300 200 5,000 100 - CY06 CY07 Source: The 2009 AC Nielsen Retail Audit Report. CY08 CY09 CY06 CY07 CY08 CY09 Light hair oils is one of the fastest growing segments in the hair oil market in India 9 Light Hair Oil Market in India Light Hair Oil – Volume 25,000 17,832 12,954 19,244 600 14,828 10,000 500 400 683 572 444 360 300 200 5,000 100 - - CY06 CY07 CY08 CY09 CY06 Almond Hair Oil Market - Volume 10,000 CAGR: 30.7% 8,000 9,020 CY08 400 CY09 300 4,040 4,000 256 250 175 200 150 338 CAGR: 40.4% 350 7,612 5,506 6,000 CY07 Almond Hair Oil Market - Value (Rs. cr) (In KLtr) CAGR: 23.8% 700 (Rs. cr) (In KLtr) 15,000 800 CAGR: 14.1% 20,000 Light Hair Oil – Value 122 100 2,000 50 - - CY06 CY07 Source: The 2009 AC Nielsen Retail Audit Report. CY08 CY09 CY06 CY07 CY08 CY09 Almond Drops is the brand which is driving light hair oils and in turn the overall market 10 Light Hair Oil Market – Key Characteristics Rural –Urban break up of LHO market Share of Distribution Channels in LHO market - FY09 Modern Retail (12%) Paan Plus 1% (14%) 6% Rural 32.0% Urban dominated segment due to its relatively higher cost Urban 68.0% Cosmetics (8%) 5% Chemists (13%) 7% General Stores (9%) 30% Grocers (6%) 51% Traditional channels dominate distribution, but alternate channels like modern trade, ‘paan’ shops etc. demonstrating the highest growth rates (%) – Growth rates; % - Market share SKU wise break up of LHO market 2-5 ml 2% 300 ml 9% 20-45 ml 1% 50 ml 17% 200 ml 21% 75 ml 5% 100 ml 45% Given the dominance of the urban market, larger units account for bulk of the sales. However, smaller units to increase rural penetration Region wise break up of LHO market Others 48.0% North 52.0% Sales tend to be concentrated in the Northern regions of the country which is also the fastest growing zone Source: The 2009 AC Nielsen Retail Audit Report. 11 Company Overview Bajaj Corp Ltd. (BCL) – An Overview Part of Bajaj Group which has business interests in varied industries including sugar, consumer goods, power generation & Infrastructure development 100% owned by Bajaj Group through Bajaj Consumer Care Ltd. (BCCL) BCL is the exclusive licensee of brands owned by BCCL Brands licensed to BCL for 99 years from 2008 3rd largest player in the overall hair oils segment in India Key brand – Bajaj Almond Drops Hair Oil Market leader with ~49.5% market share* of LHO market Premium positioning commands one of the highest per unit prices in the industry Other brands - Brahmi Amla, Amla Shikakai and Jasmine (all hair oil brands) and Red / Black tooth powder Bajaj Almond Drops Hair Oil - A premium perfumed hair oil containing almond oil and Vitamin E Competitors – Keo Karpin (Dey’s Medical), Hair & Care (Marico), Clinic All Clear (HUL) Bajaj Brahmi Amla Hair Oil - Traditional heavy hair oil. Brand has been in existence since 1953 Competitors - Dabur Amla, Dabur Sarson Anmol Bajaj Amla Shikakai – Variant in the heavy hair oil segment catering to cost conscious consumers Competitors - Shanti Badam Hair Oil (Marico) Bajaj Jasmine Hair Oil - A Jasmine flower perfumed hair oil. In demand due to cultural significance. Bajaj Kala Dant Manjan – An oral care product for the rural market. *Source: The 2009 AC Nielsen Retail Audit Report. 13 Bajaj Almond Drops - A Premium Brand Strong Market Share Growth in Recent Years 60% 50% 40% 46% 41% 30% . . . But not at the cost of pricing power 40 50% 35 28 29 30 Mar-03 Mar-05 Dec-05 30 35% 32 35 38 May-08 Jul-08 25 20 30% 15 20% 10 10% 5 0% 0 CY05 CY06 CY07 CY08 CY09 Jul-06 Comparative Price of Different Brands for 100 ml in the Hair Oil Segment (MRP of 100 ml (Rs.)) 70 Bajaj Brands Competitior Brands 60 44 50 40 30 32 38 33 34 Coconut Hair Light Hair Oil Value Added Oil (1) Coconut Hair 23 34 35 21 20 10 0 Amla Shikakai Brahmi Amla Almond Drops Source: The 2009 AC Nielsen Retail Audit Report, Kotak Institutional Research Amla Hair Oil Light Hair Oil (2) Cooling Hair Oil Oil Almond Drops has created a unique positioning for itself through initiatives like product differentiation (Almond based), focused marketing, unique packaging (glass vs. plastic used by competition etc.) 14 Strong Distribution Network Distribution Network The company reaches consumers through 1.49mn retail outlets serviced by 4,300 direct distributors and 8,900 wholesalers Distribution Structure Factory (3) Central Warehouse (1) Regional Distribution Centre (30) Urban Distribution Rural Distribution Redistribution Stockist (2,348) Super Stockist (83) Sub-Stokist (1,952) Retail Outlets (755,102)1 Retail Outlets (713,928)1 1 - as on November 30, 2009 Over the years, BCL has created a large distribution network which can be leveraged to introduce new products 15 Manufacturing Facilities Facility Overview Parwanoo, Himachal Pradesh Capacity 23mn litres Manufactures Almond Drops and Amla Shikakai Bottling Lines – 5 Almond Drops, 1 Amla Shikakai Dehradun, Uttarakhand Capacity 16mn litres Manufactures Almond Drops Bottling Lines – 4 Almond Drops Paonta Sahib, Himachal Pradesh Capacity 35mn litres Manufactures Almond Drops Bottling Lines – 6 Almond Drops Parwanoo, Himachal Pradesh Capacity 9mn litres Manufactures Almond Drops, Brahmi Amla, Jasmine Hair oil Bottling Lines – 2 Almond drops, 1 Brahmi Amla, 1 Jasmine Udaipur, Rajasthan* Manufactures Tooth Powder Bootling lines – 2 Third party facility All the Company facilities are in tax free zones and benefit from excise and income tax exemption / concession for a period of 10 years from commencement of production * Udaipur facility does not enjoy Income tax exemption 16 Organization Structure Kushagra Bajaj Chairman Roshan Hinger Vice Chairman Apoorv Bajaj President (Operations) Sumit Malhotra Director (Sales & Marketing) VC Nagori Vice President (Finance) DGM (HR) D.K. Maloo General Manager (Finance) & Co. Secretary DGM - Sales AGM - North AGM - East AGM - Central Manager (Finance & Acc.) RSM – North West SM Assam Manager (EDP) RSM – U.P. SM W.B. Sr. Manager (Prod. & QC) SM - Rajasthan DGM – Marketing AGM – West SM M.P. RSM - South RSM West Brand Manager SM Karnataka SM Gujarat Asst. Manager (Logistics) Asst. Manager (Purchase) 17 Board of Directors Mr. Kushagra Bajaj, Non-Executive Chairman Mr. Haigreve Khaitan, Independent Director Mr. Gaurav Dalmia, Independent Director Mr. Dilip Cherian, Independent Director Over 10 years of experience in the consumer and sugar industry Bachelor’s degree in economics, political philosophy and finance from Carnegie Mellon University, Pittsburgh, USA and a Masters Degree of Science in marketing from the Northwestern University, Chicago, USA A lawyer by profession, he holds a bachelors degree in law from the Calcutta University and has over 15 years experience in the legal field He is a member of the Bar Council of West Bengal, Incorporated Law Society, International Bar Association, London, the Indian Council of Arbitration, the Indian Law Institute, the Bar Association of India and the Entrepreneurs Organization He is a member of the Dalmia industrial family and joined the company in February 2010 Holds a Bachelors Degree in Computer Science from Salford University, UK and has completed his Masters in Business Administration with Beta Gamma Sigma honors from Colombia University He co-founded ‘Infinity’ an angel investment fund with a corpus of $35 million He was selected as the Global Leader for Tomorrow for the year 2000 by the World Economic Forum Holds a Bachelors Degree in Economics from the Presidency College, University of Calcutta and a Masters Degree in Economics from the Delhi School of Economics, University of Delhi He was an Economic Consultant in the Bureau of Industrial Costs in the Ministry of Industry, Government of India He is also on the board of various government and non-profit making organizations such as the Advertising Standards Council of India, Mudra Institute of Communication, Ahmedabad, JIVA Institute, Governing Council of the National Institute of Design etc He holds a Masters Degree in Commerce from Sydenham College, Mumbai, Post Graduate Diploma in Business Management from S.P.Jain Institute of Management and Research, Mumbai and masters in business administration from University of Pittsburgh, USA He is the promoter director of Everest Industries Limited, a company engaged in manufacturing building products and steel pre-engineered buildings Mr. Aditya Vikram Somani, Independent Director 18 Key Management Team Mr. Roshan F Hinger, He is responsible for leading and directing the Company’s strategy and business operation Vice Chairman, Whole Time Director Over 45 years of experience in the FMCG business Bachelors Degree of Science from the University of Udaipur He is responsible for sales and marketing of the company Over 23 years of experience in the FMCG sector Bachelors Degree in Pharmacy with honours from Institute of Technology, Benaras Hindu University, Varanasi and a post graduate diploma in business management from IIM, Ahmedabad He is a promoter of the company and is responsible for the finance, marketing and the HR functions of the company in supervisory capacity Bachelors Degree in Commerce from the University of Mumbai and has certification of e-business from LSS (UK) Mr. V C Nagori, Vice President Finance He has ~ 25 year of experience in finance, taxation, audit and legal compliance He is a qualified chartered accountant from the Institute of Chartered Accountants of India Mr. D K Maloo, General Manager – Finance & Company Secretary He has ~ 22 years of experience in finance, taxation, audit, taxation and legal compliance He is a qualified chartered accountant from the Institute of Chartered Accountants of India He is also a qualified company secretary from the Institute of Company Secretaries of India. Mr. Sumit Malhotra, Director-Sales & Marketing Mr. Apoorv Bajaj, President-Operations Qualified management team with extensive experience in the FMCG industry 19 Financial Information Summary Income Statement Particulars (In Rupees crore) Summary Balance Sheet FY 2009 9M FY 2010 Sales (Net) 244.4 233.5 EBITDA 51.6 64.1 21.1% 27.4% 47.0 56.5 EBITDA Margin Net Profit Particulars (In Rupees crore) FY 2009 9M FY 2010 51.6 26.1 - - Net Fixed Assets 6.4 12.8 Net Current Assets 36.0 3.0 Inventory 7.7 9.8 Debtors 0.3 2.4 Cash 51.0 32.8 - - 23.0 42.0 Shareholders Equity Total Debt Other Current Assets Current Liabilities ROCE% Sales Break Up in FY09 by Brand Amla Jasmine Shikakai Hair Oil 2.0% 1.0% Key Highlights Strong demonstrated growth track record Among the highest EBITDA margins in the industry Savings in input cost (like paraffin and packaging material etc.) enabled company to expand margins in 9m FY2010 from FY2009 Asset light business model resulting in high ROCE Black Brahmi Tooth Amla Powder 5.0% 1.0% Almond Drops 91.0% 188% 20 Growth Strategy Strategy Market share gains from other hair oil segments Focus on rural penetration Leverage existing strengths to introduce new products Pursue inorganic Opportunities Action Steps Convert coconut hair oil users to light hair oil users through sampling, targeted advertising campaigns, product innovation and creating awareness about product differentiation including communicating the advantages of switching to lighter hair oils Tap the increase in disposable income of rural India and convert rural consumer from unbranded to branded products by providing them with an appropriate value proposition Among its key competitors, our Almond Drops is the only brand which is available in sachets – a marketing initiative to penetrate the rural market BCL has over the years created a strong distribution network across 1.49 mn. retail outlets which can be optimally utilized by introducing new products BCL intends to extend ‘Almond Drops’ platform developed by its Almond Drops Hair Oil brand to other personal care products to leverage on the strong connotation of Almonds with nutrition Will seek inorganic growth opportunities in the FMCG and hair oil market as part of growth strategy The inorganic growth opportunities will focus on targeting niche brands which can benefit from BCL’s strong distribution network so that they can be made pan India brands 21 Objectives of the Initial Public Offer Expansion of Product Range Extend the ‘Almond Drops’ platform to other personal care products to leverage the strong association of ‘almonds’ with nutrition through its already existing distribution network The proceeds from the Initial Public Offer (IPO) will be used for marketing, distribution and advertising the new products Acquisitions and Strategic Initiatives Evaluate inorganic opportunities which may provide access to new markets, augment product offering or save costs by consolidating sourcing of raw materials General Corporate Purposes and to meet Issue Expenses Funding Requirements Objective Amount (INR crore) Expansion of Product Range 220 Acquisition and Other strategic initiatives 50 General Corporate Purposes TBD 22