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Investor Presentation

August 2013

This presentation has been prepared by MT Educare Limited (the “Company”) solely for use the purpose of Investor meetings. This presentation (including any information contained herein and any information, whether or not in writing, supplied in connection herewith) is strictly confidential. The material that follows is a presentation of general background information about the Company’s activities current at the date of the presentation. It is information given in summary form and does not purport to be complete, is subject to change without notice and its accuracy is not guaranteed. The information has not been independently verified by any third party. Accordingly, no representation or warranty, express or implied, is given by or on behalf

• f the Company and its affiliates and related bodies corporate, and their respective officers, directors, employees and agents to the accuracy or

completeness of the information or opinions expressed herein. To the maximum extent permitted by law, the Company and its affiliates and related bodies corporate, and their respective officers, directors, employees and agents disclaim any liability for any loss arising from any use of this presentation or its contents or otherwise arising in connection with it. This presentation contains statements that constitute forward-looking statements. These statements include descriptions regarding the intent, belief or current expectations of the Company or its officers with respect to the consolidated results of operations and financial condition, and future events and plans of the Company. These statements can be recognized by the use of words such as “expects,” “plans,” “will,” “estimates,” or words of similar

• meaning. Such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ

from those in the forward-looking statements as a result of various factors and assumptions. The Company does not undertake to revise forward-looking statements to reflect future events or circumstances. This presentation is for information purposes only. It is not intended to be relied upon as advice to potential investors, and shall not constitute an offer or invitation, or solicitation of an offer, to purchase any securities. The possession, circulation or distribution of this presentation may be restricted in your

• jurisdiction. You are required to inform yourself about and observe any restrictions relating to any such restrictions or an investment by you in the

securities of the Company or its subsidiaries. This presentation may not be reproduced or redistributed to any other person and you agree to keep the contents herein confidential. MT Educare Limited came out with its Initial Public Offering (“IPO”) in March 2012 and was listed on the BSE and NSE on April 12, 2012. The Prospectus is available on the website of SEBI at www.sebi.gov.in. Investors should note that investment in equity shares involves a high degree of risk and for details in relation to risk factors, please see the section titled “Risk Factors” on page 11 of the Prospectus. Any decision to purchase any securities should be made solely on the basis of information contained in the Prospectus issued in respect of the Offering and registered with the RoC or the final offering memorandum relating to the securities after seeking appropriate professional advice, and no reliance should be placed on any information other than that contained in the Prospectus or the final offering memorandum.

Disclaimer

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Index

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 Executive Summary  Key Company Milestones  Industry in Growth Phase  Capturing the Entire Value Chain  Location Count  Key Differentiators  Growth Strategy  Experienced Management Team  Financial Overview and Operating Leverage  Shareholding Pattern

Executive Summary

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 Mahesh Tutorials – now a 25 year old brand; Coaching services being provided by Mr. Mahesh Shetty since 1988 under the brand name ‘MAHESH TUTORIALS’  Operates under three business verticals – School, Science and Commerce; Diversified product offerings catering to students right from Std. VIII to students appearing for Engineering and Medical Entrance Exams (including IIT Entrance), exams for CA course and MBA aspirants  Geographical presence in 7 states/union territories including Maharashtra, Karnataka, Tamil Nadu, Gujarat, Punjab, Haryana and Chandigarh  Network consists of 134 coaching locations with 222 Centers (Points of Sale)  70,828 students serviced in FY13; Employee and faculty strength of 2,200+ with 1,100+ faculty members, of which 300+ are post graduates  Focus on result oriented quality coaching with technology enabled classrooms and digitized content and Emphasis on teacher training through intensive workshops  Experienced management team consisting of senior professionals having strong background in academics and rich experience  Asset light business model; zero debt with negative working capital  Shareholding pattern: ~56% held by Promoter/Directors/KMPs and ~21% held by DIIs/FIIs

Milestones

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First Branch of Mahesh Tutorials Setup

1988 2001

Introduction of Science Coaching for XI and XII Introduction of Commerce Coaching for XI and XII

2003 2007

PE Investment of USD 8mn by Helix Investments Company for expansion in Mumbai

2008

Centres opened in Karnataka, Gujarat and Tamil Nadu; Acquisition

• f Scholars’

Learning Centres

2009

Introduction of Technology Aided Teaching (TAT)

2011

Acquisition of 51% stake in Chitale’s Personalised Learning Pvt. Ltd.

2012

Listing in April 2012; Acquisition of 51% stake in Lakshya Forum for Competitions Pvt. Ltd. in

• Nov. 2012

2013

Inauguration of Mahesh PU College at Mangalore

Large Addressable Market

9 24,418 40,187 75,629 2006-07E 2010-11P 2014-15P Market Size - Classroom based coaching industry

• Rs. Cr

13% CAGR 17% CAGR Rising disposable income Increasing household spend

• n education

Infra bottlenecks for formal education Increasing private sector participation Growth in addressable market INDIAN EDUCATION SYSTEM Informal Education Vocational Education Formal Education

Open & distance learning Multimedia in Pvt Schools ICT in public schools Play School Higher Education K-12 Coaching Classes

The Indian coaching industry is expected to grow from Rs. 40,187 crore in 2010-11 to Rs. 75,629 crore in 2014-15.

Strong structural factors aiding the growth of this sector

A large market opportunity

• No. of Students appearing in various examinations

Source: Crisil Source: Crisil Source: Websites of JEE, IIT Delhi, AIEEE, MHRD, Annual report of ICAI, Maharashtra Directorate Of Medical Education and Research

1,325,936 1,061,566 769,929 1,065,100 468,240 282,096 135,617 574,259 120,195 100,151 80,077 400,000 800,000 1,200,000 MSB Higher Secondary CBSE Xth CBSE XIIth AIEEE IIT JEE 2011 Com Ent Exams, Mah. All India Pre Med/Pre-Dental Test … CA CPT CA PCC CA IPCC CA Final

Business Overview – Capturing the entire Value Chain

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CA Final

Basic Graduation (B.Com, BMS) & CA IPCC, MBA Entrance (CAT & CMAT) Entrance Exams – CA CPT, CS Foundation JEE Mains, JEE Advanced (IIT) and NEET

• Std. XI and XII (Science and Commerce)
• Std. V to VIII, IX & X (All Subjects – SSC, ICSE & CBSE)

Business Overview

Science Section Commerce Section Others School Section

 XIth and XIIthstandard  Test prep for the engineering and medical entrance examinations (JEE Mains and JEE Advanced, NEET)  XIth and XIIthstandard  CA-IPCC , CA Final, CA-CPT  CS-Entrance  Bachelor degree in Commerce (UVA)  IXth and Xth standard  Maharashtra, Gujarat, Karnataka State Board  CBSE  ICSE  INK (V to VIII)  Coaching for MBA Entrance i.e. CAT, CMAT  Coaching services in Dubai  Government Programmes  Sale of Content under ‘Robomate ‘ brand

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 In the Secondary and Higher Secondary School  Pursuing graduate degrees  Undertaking CA examinations.

A coaching services provider for students…

 Preparing for various competitive examinations

Geographical Presence

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v 97 16 8 5 4

31 122 2007 2013

Growing No. of Locations

FY/Quarter

• No. of Locations

June 2013 134* FY 13 122 FY 12 114 FY 11 103

1 3

• No. of Locations over the years

* Includes 4 Lakshya locations added w.e.f. April 1, 2013.

Organized and Diversified Player Large Pool of Quality Faculty Members Result Oriented Quality Methods

• f Coaching

Corporatized Structure and Experienced Management Team

No one man show or ‘Star Teacher’ concept

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Key Differentiators…

Well Recognized Brand & Experience  1st All India Rank in CA Final, total 6 CA Final Rankers and 10 IPCC Rankers  32 students > 90% in

• Std. XII (Science)

Mar 2013

 2,055 scored ≥ 90% in Xth Std. Exam

A.Y 2013

 97 locations in Mumbai

June30, 2013

 Currently operates 37 locations in Rest

• f Maharashtra,

T.N., Gujarat, Karnataka , Punjab, Haryana and Chandigarh  1,100+ faculty members  300+ faculty Post Graduates (CA, MBA, B.Ed)  Multiple faculty teaching each subject  Continuous training  Increased visibility amongst governments and international educational institutions  Assisted in raising capital from private equity investors  Scientific coaching methods and system  Focus on conceptual knowledge and holistic development  Technology to supplement coaching  150+ Assistant Teachers – first to introduce the concept

 Career Counselling: Through seminars and exhibitions  Symphony: A mix of music, yoga and diet controlling techniques to reduce stress, enhance memory and improve communication skills.  Hum Se Poocho: A 24 hour helpline during exam time.  Counselling Sessions: To facilitate communication between the teachers, students and parents

• n the students’

requirements. Value Added Services

 Prepared by faculty heads from reference material  Theory and concept of various subjects are addressed in an efficient and simple manner

Unique Study Material

 Based on experimental learning  Audio Visual Technology, Animation & Graphics  Conducive environment  Leads to greater retention

Interactive Course Delivery

 Close attention to individuals’ needs & helping them in their day-to-day academics  Close monitoring of the attendance  Regular parent-teacher meetings

Close Monitoring and Reviewing

 Series of tests and examinations are conducted for each course  Printed model answer paper, along with the marking scheme  Mock board examinations for school section

Tests & Examination Series COURSE DELIVERY PROCESS

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…Teaching Methodology

Three-pronged Growth Strategy

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Focus on National Level Exams

Entry and expansion into college tie-ups with test prep in college campuses Asset light with lower infrastructure spend than regular centres Helps attract large volumes

Asset light college tie-ups

Pan-India strategy with focus on nationwide common entrance and professional examinations such as CA, IIT JEE Advanced, JEE Mains, CAT, CMAT etc. Expansion outside Mumbai reducing geographical concentration Future growth expected from Karnataka, Rest of Maharashtra and North India Science & Commerce to increasingly contribute to total revenues

Geographical & Vertical Risk Management

Growth Strategy – School Division

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 Overall market trend moving towards IX-X Combo, IX-X Combo admissions up from ~2,000 in FY 09 to

~6,500+ as of date  Focus on developing the CBSE & ICSE business verticals as a pillar of strength to enable rapid scalability of

• perations in the school segment across all states in India

 Our unique product “Robomate” with entire content in digital form developed in-house by our faculties from the school section already launched this year and has received a good response from our students. This has encouraged us to now make Robomate available even for students who have not enrolled with us. Robomate sale expected to have a snowball effect on increasing footfalls at our centres  Expansion in Maharashtra outside Mumbai with expanding in current cities like Pune and Kolhapur  INK Model already launched for Std. V-VIII for Stateboard, ICSE and CBSE in 13-14; Expecting this market to grow over the next few years About INK Model:

• Two-way communication using a web camera enabling face-to-face interaction with the faculty
• Allows doubt solving and basic testing and evaluation over the internet
• Limited classroom based coaching and counselling

Growth Strategy – Science Division

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 Launch of coaching for JEE Advanced (IIT Entrance

Exam) in Mumbai under the brand ‘Lakshya’  Acquired 51% stake in Lakshya Forum for Competitions Pvt. Ltd. with an option to acquire the balance stake up to June 2018  Plans to launch JEE Advanced coaching in Karnataka in the next two years About Lakshya:

• Lakshya provides coaching to students appearing

for IIT and medical entrance examinations

• Founded

by four IITians, Lakshya started

• perations in 2006 in Patiala and currently operates

from 4 centres in Punjab and Haryana

• Lakshya planning to expand in North Indian states
• f Punjab, Haryana, J&K, Himachal Pradesh and UP

Road to IIT:

• Under the erstwhile system, there was a single

IIT entrance exam for admission into the IITs

• Under the new system, only the top 1,50,000

students based on JEE Mains score will be allowed to appear for the JEE Advanced exam for admission into IITs.

• IIT admissions will be based on the JEE Advanced

scores provided the student is in the top 20 percentile of each state based on Std. XII results.

• Admissions to non-IIT engineering institutes will

be based on a combined score of Std. XII and JEE Mains

 With importance now being provided to Std. XII

and JEE Mains for admission into the IITs/other engineering institutes and JEE Mains becoming a common engineering entrance exam across states, this new exam pattern plays to the advantage of Mahesh Tutorials Science.

Growth Strategy – Science Division (Karnataka)

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 The Karnataka Pre-University (PU) College Tie-up Model is one of the most important growth areas under

the Science vertical. Today, ‘Mahesh PU’ brand is a well recognised brand in the state of Karnataka. Standard PU College Revenue Sharing Model:

• In a standard PU College Model, MT Educare Ltd.
• perates on a revenue sharing basis with the

respective college trust  State of the art PU college at Mangalore with a capacity of 3,000 students ready. Hostel facility with a planned capacity of 1,000 students, Phase I

• perational from June 2013 with 300 students

 Mangalore PU College campus acts as a proof of concept and is instrumental in all future college tie- ups 9 operational college tie-ups across Karnataka, at Mangalore, Udipi, Tumkur, Hubli, Bengaluru, Davangere, Belgaum, Mysore and Gulbarga  Proposing to tie-up with total 30 colleges by 2017- 18

Revenue Streams

Mangalore Other PU Colleges

• Test Prep Fee
• College Rent
• Hostel Rent
• College Management Fee
• Hostel Management Fee
• Test Prep Fee
• College Management Fee

Services rendered in a standard PU College:

• Test prep coaching for engineering and medical

entrance examinations in college premises after college hours; every college student is a student enrolled with MT Educare for test prep

• Management services provided viz. –
• Content for Std. XI and Std. XII
• Sourcing of teachers and teacher training
• Time-table management
• Academic MIS

Growth Strategy – Commerce

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 Focus on expanding MT Educare’s reach in

the CA coaching market throughout India  Chennai developed as a “Centre of Excellence” for CA with an eye on the South India market  Batches for CA already started at Ahmedabad and Rajkot  Coaching for Std. XI and XII launched in Pune and Ahmedabad  Starting batches for CS-Executive examination from next academic year  Separate batches for CA oriented and Other students for focussed attention  Launch of University, Vocational and Affiliated (UVA) programme with focus of creating employable graduates and bridging the gap between skills imparted by basic graduation and skills required by current professions  Currently have a tie-up with Bunts Sangha College, Mumbai to provide coaching to B. Com students along with UVA courses, CA-IPCC or MBA Test Prep; plans on expanding MT Educare’s footprint via college tie-up model  Coaching for CAT/CMAT under brand ‘CPLC’ expanding in Mumbai through integrated offering with MT Courses

Board of Directors

 Has over 27 years of experience and holds a bachelor’s degree in science and education from the Mumbai University. He was awarded the ‘Pride of the Nation Award’ by the All India Achievers Association in the year 2008

Mahesh Shetty (Chairman and MD)

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 A Non Independent, Non Executive Director of our Company. He has been associated with our Company since its

• incorporation. He holds a bachelor’s degree in mechanical engineering from the University of Madras.

 Has 23 years of experience in the education sector.

Naarayanan Iyer (Non Executive Director)

 Holds a bachelor’s degree in dental sciences, a bachelor’s degree in law and a post graduate degree in management education from IIM, Calcutta.  Has over 15 years of experience in various sectors such as media, healthcare, constructions and manufacturing and has played a major role in establishing the corporate entity and expansion plans of the Company

Chhaya Shastri (Non Executive Director)

 A fellow chartered accountant of ICAI and holds a bachelor’s degree in commerce from Sydenham College of Commerce and Economics, Mumbai.  Has 14 years of experience in the field chartered accountancy and taxation. She is a partner of Bansi S. Mehta & Co., B. S. Mehta & Co., and BSM Associates, Chartered Accountants.

Drushti Desai (Independent, Non Executive Director)

 Holds a bachelor’s degree in engineering from Veermata Jijabai Institute of Technology, Mumbai and a master’s degree in management studies from Jamnalal Bajaj Institute of Management Sciences, Mumbai.  Has over 26 years of varied experience in sales, marketing, business development and general management across industries. He presently, works as a business consultant and also conducts developmental workshops for working executives and teachers at various management institutes in Bangalore.

Yatin Samant, (Independent, Non Executive Director)

 Holds a master’s degree in marketing management from the University of Mumbai and a doctorate degree in physical chemistry from the Institute of Technology Mumbai.  Has over 20 years of experience in various capacities in industry and academics. He is presently, the dean - management education & assistant vice president (training & development) with Reliance Infrastructure Limited. Uday Lajmi (Independent, Non Executive Director)

Key Management Personnel

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Anish Thakkar (Business Head- Commerce Section ) Chandresh Fooria (Business Head- Science Section ) Sujeet Koyoot (Business Head- Karnataka ) Murali Subramanian (Business Head- Pune) Shrenik Kotecha (Business Head- UVA)  A member of the Institute of Chartered Accountants of India. He joined MT Educare in 2003  Has over 16 years of experience.  Holds a bachelor’s degree in engineering (instrumentation) from the Swami Vivekananda College of Engineering, Mumbai.  Has over 18 years of experience in the field of teaching and administration.  Holds a bachelor’s degree in science and education and a post graduate degree in science (electronics) from the University of Mumbai.  Has over 13 years of experience in the field of teaching and administration.  Holds a bachelor’s degree in engineering (electronics) from University of Mumbai.  Has over 14 years of experience and has been associated with the company since its inception.  Holds a master’s degree in commerce from R.A. Podar College in Mumbai and has completed his MBA from D.Y.Patil College.  Before joining the company, he was associated with Thakkers Eskays as a partner.  Has special expertise in mentoring students, business networking and new business development.

Key Management Personnel

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Vipul Shah (Business Head- Gujarat ) Mahtab Khan (Business Head- CSR and INK ) Parag Chitale (Business Head - MBA) Yagnesh Sanghrajka (CFO) Ashwin Patel (Company Secretary and Compliance Officer)  Holds a master’s in business administration (MBA) from Jamnalal Bajaj Institute of Management Studies (JBIMS)  Founder – Promoter of Chitale’s Personalised Learning Pvt. Ltd. (CPLPL)  Has over 18 years of experience especially in the services sector, in financial strategy planning, investor relations, management information reporting and corporate finance.  Before joining the Company, worked with large corporate houses (Hinduja Group) and a leading PE firm  Handles Finance & Accounts, Investor Relations and Acquisitions / Tie-ups  A member of the Institute of Company Secretaries in India and has a bachelor’s degree in law from Mumbai University  Has over 20 years of experience  Handles Secreterial and Legal function  Holds a bachelor’s degree in computer engineering University of Mumbai and has completed masters in marketing management.  Also looks after marketing at MT Educare Ltd.  Holds a bachelor’s degree in science and education and a post graduate degree in science (electronics) from the University of Mumbai.  Has been associated with the company since incorporation

Key Financials

Revenue (INR Mn) EBITDA (INR Mn) PAT (INR Mn) Networth (INR Mn)

732 832 1,055 1,306 1,573 200 400 600 800 1,000 1,200 1,400 1,600 1,800 FY 09 FY 10 FY 11 FY 12 FY 13

92 125 190 231 293 13% 15% 18% 18% 19% 0% 10% 20% 30% 100 200 300 400 FY 09 FY 10 FY 11 FY 12 FY 13

EBITDA EBITDA Margins

26 52 81 132 180 4% 6% 8% 10% 11% 0% 5% 10% 15% 100 200 FY 09 FY 10 FY 11 FY 12 FY 13

PAT PAT Margins 29

358 411 476 571 1011 7% 13% 17% 23% 18%

• 10%

0% 10% 20% 30% 500 1,000 1,500 FY 09 FY 10 FY 11 FY 12 FY 13

Networth RoE

FY 09-13: 21% CAGR FY09-13: 62% CAGR Net worth as of Mar. 31, 2013: INR 1011 Mn FY09-13: 34% CAGR

QUARTERLY AND YEARLY FINANCIALS – CONSOLIDATED

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Particulars For the quarter ended 30th June 2013 For the quarter ended 30th June 2012 For year ended 31st March 2013 Fee Income 4,587.53 3,552.54 15,049.30 Other Operating Income 199.37 138.19 678.83 Total Revenue 4,786.90 3,690.73 15,728.14 Cost of Goods Sold

• 123.03

Direct Costs 2,661.03 2,145.07 8,035.15 Personnel Costs 659.60 538.78 2,204.68 SD&A Costs 845.23 574.07 2,432.53 EBIDTA 621.04 432.81 2,932.74 Finance Costs 0.28

• Depreciation

275.91 214.08 859.35 Other Income 100.60 135.19 465.13 PBT 444.45 353.92 2,538.52 Income Tax 142.30 106.10 756.94 PAT (Before Minority Int.) 303.15 247.82 1,781.58 Minority Interest 1.57 0.15 (23.09) PAT 301.58 247.67 1,804.67 INR in Lakhs

Lakshya Forum for Competitions Pvt. Ltd. (Lakshya) has been consolidated w.e.f. April 1, 2013. Previous quarter/year figures do not include Lakshya

Up 30% y-o-y Up 22% y-o-y Up 43% y-o-y

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Division Wise Revenue - Consolidated

Q1 FY 14 Q1 FY 13 FY 12-13 Revenue 1,060 749 4,010

• No. of Students

Serviced* 6,783 7,006 13,511 Science Q1 FY 14 Q1 FY 13 FY 12-13 Revenue 870 696 3,264

• No. of Students

Serviced* 12,016 10,383 22,088 Commerce Q1 FY 14 Q1 FY 13 FY 12-13 Revenue 2,146 1,871 7,044

• No. of Students

Serviced* 22,530 21,677 33,224 School

*No. of Students Serviced represents students coached for a course during the period under consideration. While a student is included in the no. of students serviced from the start of the course, the corresponding revenue for that student is accrued evenly

• ver the course duration.

Thus, the revenue recognized for the student builds up as the financial year progresses which is reflected by the annual average fee realization per student being higher than the average fee realization for the interim periods. The average fee realization per student serviced for the period under consideration is not comparable with the average fee realization for the full year.

Q1 FY 14 Q1 FY 13 FY 12-13 Revenue 103 82 274

• No. of Students

Serviced* 1,189 1,090 2,005 CPLC

Others consists of income from management fees, Dubai, Govt. Projects & Franchisee Income.

Q1 FY 14 Q1 FY 13 FY 12-13 Revenue 297 302 1,138

Others

Q1 FY 14 Q1 FY 13 FY 12-13 Total Students Serviced 44,300 40,156 70,828 Q1 FY 14 Q1 FY 13 FY 12-13 Revenue 311

• No. of Students

Serviced* 1,782

• Lakshya

(North) (Revenue - INR in lakhs)

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Key Balance Sheet Trends

(1,683) (2,778) (2,994) (2,623) (2,403) (3,263) (3,807) (3,870) (4,899) (4,961)

(6,000) (5,000) (4,000) (3,000) (2,000) (1,000)

• FY 08-09

FY 09-10 FY 10-11 FY 11-12 FY 12-13

INR in Lakhs

Net Current Assets (Excluding Cash & Cash Equivalents & Investments in Mutual Funds) Advance Fees

Operating at negative working capital Utilization of IPO Proceeds:

Out of INR 3,500 lakhs raised via the Initial Public Offer (IPO), as of June 30, 2013 INR 3,293.15 lakhs have been utilized towards the

• bjects of the issue.

INR Mn FY09 FY10 FY11 FY12 FY 13

Total Operating Income 732 832 1055 1306 1573 Total Income 753 858 1076 1346 1619 EBITDA 92 125 190 231 293 EBITDA Margins 13% 15% 18% 18% 19% Profit Before Tax 37 70 128 192 254 PBT Margin 5% 8% 12% 15% 16% PAT 26 52 83 132 180 PAT Margins 4% 6% 8% 10% 11% Networth 363 411 476 571 1011 Growth Rate* 14% 13% 16% 20% 77% Capital Employed 413 411 521 571 1011 RoE * 6% 13% 16% 23% 18%

Historical Financials

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Shareholding Pattern as of June 30, 2013

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Category % Share-holding Promoter & Promoter Group 44.6 Directors/Top Management 10.8 Mutual Funds / FI /FII / Banks 20.9 Bodies Corporate 5.2 Large / Small Individual Investors 18.5 Total 100.0 45% 11% 21% 5% 18% Promoter & Promoter Group Companies Directors/KMP FII / FFI / FIs / Banks / MF Bodies Corporate Individuals

Thank You

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