Lumina Demerger Proposed Scheme of Arrangement DECEMBER 2018 - - PowerPoint PPT Presentation

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Lumina Demerger Proposed Scheme of Arrangement DECEMBER 2018 - - PowerPoint PPT Presentation

Scheme of Arrangement DATAMATICS GLOBAL SERVICES LIMITED Lumina Demerger Proposed Scheme of Arrangement DECEMBER 2018 Subject to Regulatory Approvals Scheme of Arrangement CAUTIONARY STATEMENT AND DISCLAIMER The views expressed here may


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Scheme of Arrangement

DATAMATICS GLOBAL SERVICES LIMITED Lumina Demerger – Proposed Scheme of Arrangement

DECEMBER 2018

Subject to Regulatory Approvals

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Scheme of Arrangement

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The views expressed here may contain information derived from publicly available sources that have not been independently verified. This presentation and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person. Any failure to comply with these restrictions may constitute a violation of applicable laws. Accordingly, any persons in possession of this presentation should inform themselves about and observe any such restrictions. No representation or warranty is made as to the accuracy, completeness, reasonableness or reliability of this information. Any forward looking information in this presentation including, without limitation, any tables, charts and/or graphs, has been prepared on the basis of a number of assumptions which may prove to be incorrect. This presentation should not be relied upon as a recommendation or forecast by Datamatics Global Services Limited or its subsidiaries (DGSL"). Past performance of DGSL cannot be relied upon as a guide to future performance. The information in this document is being provided by DGSL and is subject to change without notice. The information contained in this document is as of December 14, 2018. Neither the delivery of this document nor any further discussions of DGSL with any of the recipients shall, under any circumstances, create any implication that there has been no change in the affairs of DGSL and its subsidiaries since that date. The document contains statements which constitute forward looking. All statements that address expectations

  • r projections about the future, including, but not limited to, statements about the strategy for growth, business development, market position, expenditures, and financial results,

are forward looking statements. Forward looking statements are based on certain assumptions and expectations of future events. Such forward-looking statements involve risks, uncertainties and other factors which may cause the actual results, performance or achievements of DGSL and its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. There can be no assurance that the results and events contemplated by the forward- looking statements contained herein will in fact occur. None of the future projections, expectations, estimates or prospects in this document 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 projections, expectations, estimates or prospects have been prepared are correct or exhaustive or, in the case of the assumptions, fully stated in the document. DGSL and its subsidiaries assume no obligations to update the forward-looking statements contained herein to reflect actual results, changes in assumptions or changes in factors affecting these statements. Given these risks, uncertainties and other factors, viewers of this presentation are cautioned not to place undue reliance on these forward looking statements. None of the Company, its Directors, Promoter or affiliates, nor any of its or their respective employees, advisers or representatives or any other person accepts any responsibility or liability whatsoever, whether arising in tort, contract or otherwise, for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this document or its contents or otherwise in connection with this document, and makes no representation or warranty, express or implied, for the contents of this document including its accuracy, fairness, completeness or verification or for any other statement made or purported to be made by any of them,

  • r on behalf of them, and nothing in this presentation shall be relied upon as a promise or representation in this respect, whether as to the past or the future.

This presentation is not intended, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or

  • therwise dispose of, any securities in DGSL or any of its subsidiary undertakings or any other invitation or inducement to engage in investment activities, nor shall this

presentation (or any part of it) nor the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision. No person is authorized to give any information or to make any representation not contained in or inconsistent with this presentation and if given or made, such information or representation must not be relied upon as having been authorized by any person. By participating in this presentation or by accepting any copy of the slides presented, you agree to be bound by the foregoing limitations. Certain information in this presentation, in particular the pro forma financial statements are based upon unaudited management accounts. Unless otherwise indicated, all references in this presentation to “Rs.” are to “Indian Rupee” the lawful currency of India.

CAUTIONARY STATEMENT AND DISCLAIMER

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Scheme of Arrangement

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DATAMATICS GLOBAL SERVICES LIMITED – OVERVIEW

  • zv
  • Finance & Accounting
  • Banking Process Management
  • Insurance Process Management
  • Customer Support Service
  • Robotics Process Automation

(RPA)

Business Process Management

  • Cloud Services
  • Robotic Test Automation
  • Enterprise Content Mgmt. &

Workflow Solutions

  • Web Design & Development
  • Application Management

Services

  • Enterprise Mobility
  • Virtual & Augmented Reality
  • Digital Consulting

IT Services

  • Research & Analysis
  • Advanced Analytics & Data Sciences
  • Business Intelligence & Data Visualization
  • Big Data and Data Lakes
  • Enterprise Data Management

Big Data & Analytics

A.I.

Engineering Services

  • Automated Fare Collection
  • Point of Sale & ATM Solutions
  • Self Service Terminals
  • Internet of Things
  • Publishing
  • Retail / e-Commerce

Publishing and E-Retail businesses of Lumina Datamatics Limited contribute 50%+ to DGSL’s BPM Segment Revenue

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LUMINA DATAMATICS LIMITED – OVERVIEW

Lumina Datamatics is a trusted partner to many large global Publishers and Online Retailers, catering to their requirements in content, technology and commerce.

  • Development & Editorial
  • Design & Layout
  • Print & Digital
  • Assessments
  • Accessibility
  • Photo Research & Permissions
  • Product Content
  • Item Setup
  • Taxonomy Services

Content Services

  • Design
  • Enhance
  • Deploy
  • Automation

Workflow Development & Management

  • Pricing Intelligence
  • Assortment Analysis
  • Seller Analysis
  • Dynamic Pricing
  • Big Data

Analytical Solutions New Media Services

  • Digital Transformation (eBooks/EPUB3)
  • Image processing
  • 2D-3D Rendering / Walk through
  • HTML5 Asset Development
  • A/V Production & Editing
  • Reality Technologies (AR/VR)
  • Interactive 3D Learning

BPM Framework

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LUMINA – KEY FOCUS AREAS – SUSTAINABLE GROWTH

Focus on Larger Deals Investment in Automation to Improve Productivity Strategic Acquisitions Focus on Products and AI

FOCUS AREAS

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DEMERGER SPECIFICS

DATAMATICS GLOBAL SERVICES LIMITED (ex-Publishing & Retail / E-commerce) LDR E-RETAIL LIMITED To be renamed as Lumina Datamatics Limited Will be Separately listed

Step 1:

Currently owns 98.04%

Lumina Datamatics will be merged with Datamatics Global Services Limited Step 2: Vertically Split as per businesses

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DEMERGER RATIONALE

Diversified Offerings

The businesses of the two companies, serve completely different market segments and have varied offerings.

Value Unlocking

Unlock the value for the shareholders of the Transferee Company / Demerged Company by listing of the shares of Lumina Datamatics.

Enhanced Visibility

Give direct visibility in terms

  • f
  • pportunities for both the companies,

which will aid the management mould business strategies, accordingly.

Capital Access

Enabling achievement

  • f

expected valuation based on respective risk-return profiles and cash flows, attracting the right investors and thereby granting ease-of-access to capital.

Renewed Focus

Allow the managements of the each Company to focus on and pursue growth strategies tailored to the segments they serve.

Shareholders’ Interests

Enhancing liquidity

  • f

the ESOPs held by Key Management Personnel and

  • ther shareholders.

DEMERGER RATIONALE

ADVANTAGE MANAGEMENT ADVANTAGE SHAREHOLDERS

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DGSL – PROPOSED HOLDING STRUCTURE – POST DEMERGER

Datamatics Global Services Limited

PROMOTER AND PROMOTER GROUP

PUBLIC SHAREHOLDERS

73.62% 26.38%

Note: 1. The above structure includes direct and indirect subsidiaries and is not a complete legal structure.

  • 2. The above structure is based on shareholding pattern as on 14 December 2018.
  • 3. The structure is based on effective holding of DGSL in various entities.

71.1% 61.8%

Cybercom Datamatics (JV)

100% 75% 100% 100% 100% 50.5% 100%

Datamatics USA & Datamatics Robotics Datamatics (UK) Datamatics Dubai Datamatics Digital Ltd. (TechJini) CIGNEX Datamatics RJ Globus Datamatics Switzerland Datamatics Australia

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LUMINA – PROPOSED HOLDING STRUCTURE – POST DEMERGER

LDR ERetail Limited (To be renamed as Lumina Datamatics Limited) PROMOTER AND PROMOTER GROUP

PUBLIC SHAREHOLDERS

73.62% 26.38%

100%

Lumina Datamatics (USA)

100%

Lumina Datamatics (Germany)

Note: 1. The above structure includes direct and indirect subsidiaries and is not a complete legal structure.

  • 2. The above structure is based on shareholding pattern as on 14 December 2018.
  • 3. The structure is based on effective holding of Lumina in the two entities.
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INDICATIVE TIMELINE

Dec-18 Jan-19 Feb-19 Mar-19 Apr-19 May-19 Jun-19 Jul-19 Aug-19 Sep-19 Oct-19 Board Approves Scheme Filling Scheme to Exchanges & Regulators Receipt of Exchanges Approval Filling with NCLT Shareholder / Creditor Meeting NCLT Approval Processes NCLT Approval Listing of Lumina Datamatics

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FINANCIAL SUMMARY – H1 FY 2018-19

In Rs Mn

5,407 4,134 1,278 DGSL DGSL Ex- LUMINA LUMINA 630 511 119 11.7% 12.4% 9.3% DGSL DGSL Ex- LUMINA LUMINA 452 369 86 8.4% 8.9% 6.7% DGSL DGSL Ex- LUMINA LUMINA

# PAT Before Minority Interest

Revenues ** EBITDA & EBITDA Margin % ^ PAT & PAT Margin % #

** Operating Revenue ^ EBITDA excl. Other Income

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60% 21% 15% 4%

USA Europe India & ME RoW

91% 5% 4%

USA Europe RoW

500+ Global Customers 90+ Global Customers

REGION-WISE REVENUE BREAK-UP

OPERATIONAL HIGHLIGHT

DGSL Ex-LUMINA

51% 26% 19% 4%

USA Europe India & ME RoW

400+ Global Customers

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Scheme of Arrangement

  • Mr. Sandeep Mantri

Chief Financial Officer Email ID: investorrelations@datamatics.com

  • Mr. Arun Prakash / Mr. Ravindra Bhandari

IR Consultant Email ID: arun.prakash@dickensonir.com ravindra.bhandari@dickensonir.com Contact: +91 99209 93892 / 92836 14197

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FOR FURTHER QUERIES