November 2013

Investor Presentation

Disclaimer
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 Companys 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 of 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.

Index
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
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 138 coaching locations with 226 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
PE Investment of USD 8mn by Helix Investments Company for expansion in Mumbai

Introduction of Science Coaching for XI and XII

Introduction of Technology Aided Teaching (TAT)

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

1988

2001

2003

2007

2008

2009

2011

2012

2013

First Branch of Mahesh Tutorials Setup

Introduction of Commerce Coaching for XI and XII

Centres opened in Karnataka, Gujarat and Tamil Nadu; Acquisition of Scholars Learning Centres

Inauguration of Mahesh PU College at Mangalore Acquisition of 51% stake in Chitales Personalised Learning Pvt. Ltd.
7

Large Addressable Market

INDIAN EDUCATION SYSTEM

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

Formal Education
Higher Education

Vocational Education
Play School

Informal Education
Multimedia in Pvt Schools Coaching Classes

Rs. Cr 13% CAGR

17% CAGR

75,629 K-12 40,187

24,418 ICT in public schools

Source: Crisil

Open & distance learning

Source: Crisil

2006-07E

2010-11P

2014-15P

A large market opportunity No. of Students appearing in various examinations

CA Final CA IPCC CA PCC CA CPT All India Pre Med/Pre-Dental Test Com Ent Exams, Mah. IIT JEE 2011 AIEEE CBSE XIIth CBSE Xth MSB Higher Secondary 0 400,000 769,929 1,061,566 1,325,936 800,000 1,200,000 135,617 282,096 468,240 1,065,100 80,077 100,151 120,195 574,259

Strong structural factors aiding the growth of this sector

Rising disposable income

Increasing household spend on education

Infra bottlenecks for formal education

Increasing private sector participation

Growth in addressable market

9

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

Business Overview Capturing the entire Value Chain

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)

11

Business Overview

A coaching services provider for students

In the Secondary and Higher Secondary School Preparing for various competitive examinations Pursuing graduate degrees Undertaking CA examinations.

School Section
IXth and Xth standard Maharashtra, Gujarat, Karnataka State Board CBSE ICSE INK (V to VIII)

Science Section
XIth and XIIthstandard Test prep for the engineering and medical entrance examinations (JEE Mains and JEE Advanced, NEET)

Commerce Section
XIth and XIIthstandard CA-IPCC , CA Final, CA-CPT CS-Entrance Bachelor degree in Commerce (UVA)

Others
Coaching for MBA Entrance i.e. CAT, CMAT Coaching services in Dubai Government Programmes Sale of Content under Robomate brand

12

Geographical Presence
v 3 1
122 31 2007 2013

Growing No. of Locations

5 16

No. of Locations over the years

98

FY/Quarter Sept 2013 FY 13 FY 12

No. of Locations 138* 122 114 103

13

FY 11

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

14

Key Differentiators
Well Recognized Brand & Experience Organized and Diversified Player Large Pool of Quality Faculty Members Corporatized Structure and Experienced Management Team Result Oriented Quality Methods of Coaching

2,055 scored 90% in Xth Std. Exam

A.Y 2013

98 locations in Mumbai
Sept 30, 2013

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

Currently operates 40 locations in Rest of Maharashtra, T.N., Gujarat, Karnataka , Punjab, Haryana and Chandigarh

300+ faculty Post Graduates (CA, MBA, B.Ed)

Increased visibility 1,100+ faculty amongst members governments and 150+ Assistant international Teachers first to educational introduce the concept institutions Multiple faculty teaching each subject Assisted in raising Continuous training capital from private equity investors

Scientific coaching methods and system Focus on conceptual knowledge and holistic development Technology to supplement coaching

No one man show or Star Teacher concept

16

Teaching Methodology
Unique Study Material
Prepared by faculty heads from reference material Theory and concept of various subjects are addressed in an efficient and simple manner

Value Added Services 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 on the students requirements.

Close Monitoring and Reviewing

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

Interactive Course Delivery

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

COURSE DELIVERY PROCESS Tests & Examination Series

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

17

Three-pronged Growth Strategy

Focus on National Level Exams
Pan-India strategy with focus on nationwide common entrance and professional examinations such as CA, IIT JEE Advanced, JEE Mains, CAT, CMAT etc.

Geographical & Vertical Risk Management

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

Asset light college tie-ups

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

19

Growth Strategy School Division

Overall market trend moving towards IX-X Combo, IX-X Combo admissions up from ~2,000 in FY 09 to
~7,000+ as of date Focus on developing the CBSE & ICSE business verticals as a pillar of strength to enable rapid scalability of operations 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

20

Growth Strategy Science Division

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

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 operations in 2006 in Patiala and currently operates from 4 centres in Punjab and Haryana Lakshya planning to expand in North Indian states of Punjab, Haryana, J&K, Himachal Pradesh and UP

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.

21

Growth Strategy Science Division (Karnataka)

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.

Revenue Streams
Mangalore Test Prep Fee College Rent Hostel Rent College Management Fee Hostel 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 Other PU Colleges Test Prep Fee College Management Fee

Standard PU College Revenue Sharing Model: In a standard PU College Model, MT Educare Ltd. operates 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 operational from June 2013 with 300 students Mangalore PU College campus acts as a proof of concept and is instrumental in all future college tieups 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 201718
22

Growth Strategy Commerce

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 Educares footprint via college tie-up model Coaching for CAT/CMAT under brand CPLC expanding in Mumbai through integrated offering with MT Courses

Focus on expanding MT Educares 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 Sale of CA Robomate having recorded live lectures and doubt solving support

23

Board of Directors
Mahesh Shetty (Chairman and MD)
Has over 27 years of experience and holds a bachelors 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 A Non Independent, Non Executive Director of our Company. He has been associated with our Company since its incorporation. He holds a bachelors degree in mechanical engineering from the University of Madras. Has 23 years of experience in the education sector. Holds a bachelors degree in dental sciences, a bachelors 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 A fellow chartered accountant of ICAI and holds a bachelors 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. Holds a bachelors degree in engineering from Veermata Jijabai Institute of Technology, Mumbai and a masters 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. Holds a masters 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.

Naarayanan Iyer (Non Executive Director)

Chhaya Shastri (Non Executive Director)

Drushti Desai (Independent, Non Executive Director)

Yatin Samant, (Independent, Non Executive Director)

Uday Lajmi (Independent, Non Executive Director)

25

Key Management Personnel

Anish Thakkar (Business HeadCommerce Section ) Chandresh Fooria (Business HeadScience Section ) Sujeet Koyoot (Business HeadKarnataka ) Murali Subramanian (Business HeadPune) A member of the Institute of Chartered Accountants of India. He joined MT Educare in 2003 Has over 16 years of experience.

Holds a bachelors 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 bachelors 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 bachelors degree in engineering (electronics) from University of Mumbai. Has over 14 years of experience and has been associated with the company since its inception.

Shrenik Kotecha (Business HeadUVA)

Holds a masters 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.

26

Key Management Personnel

Vipul Shah (Business HeadGujarat ) Mahtab Khan (Business HeadCSR and INK ) Parag Chitale (Business Head MBA) Holds a bachelors degree in computer engineering University of Mumbai and has completed masters in marketing management. Also looks after marketing at MT Educare Ltd. Holds a bachelors 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 Holds a masters in business administration (MBA) from Jamnalal Bajaj Institute of Management Studies (JBIMS) Founder Promoter of Chitales 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 bachelors degree in law from Mumbai University Has over 20 years of experience Handles Secreterial and Legal function

Yagnesh Sanghrajka (CFO)

Ashwin Patel (Company Secretary and Compliance Officer)

27

Key Financials
Revenue (INR Mn)
1,800 1,600 1,400 1,200 1,000 800 600 400 200 0 1,306 1,573
400 300 200 100 0 13% 15% 18% 190 FY 11
EBITDA

EBITDA (INR Mn)

30% 18% 231 19% 293 20% 10% 0% FY 12
EBITDA Margins

732

832

1,055

92 FY 09

125 FY 10

FY 09

FY 10

FY 11

FY 12

FY 13

FY 13

FY 09-13: 21% CAGR

FY09-13: 34% CAGR

PAT (INR Mn)

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

Networth (INR Mn)

1,500 1,000 500 0 358 FY 09 411 FY 10 7% 13% 17% 23% 18% 30% 20% 1011 FY 13 10% 0% -10%

476 FY 11
Networth

571 FY 12
RoE

FY 12

FY 13

FY09-13: 62% CAGR

Net worth as of Sep. 30, 2013: INR 1,140 Mn

29

QUARTERLY AND HALF YEARLY FINANCIALS CONSOLIDATED

INR in Lakhs Particulars Fee Income Other Operating Income Total Revenue Cost of Goods Sold Direct Costs Personnel Costs SD&A Costs EBIDTA Finance Costs Depreciation Other Income PBT Income Tax PAT (Before Minority Int.) Minority Interest PAT For the half year ended 30th September 2013 10,617.72 258.56 10,876.28 11.54 5,178.56 1,560.35 1,831.18 2,294.65 0.56 603.53 158.51 1,849.08 595.20 1,253.88 (10.61) 1,264.49 For the half year ended 30th September 2012 8,043.75 241.76 8,284.82 4,229.50 1,123.68 1,207.22 1,724.42 392.06 267.38 1,599.74 448.05 1,151.69 0.56 1,151.13 For the quarter ended 30th September 2013 6,030.19 59.19 6,089.38 11.54 2,517.05 901.44 985.74 1,673.61 0.28 327.62 57.91 1,403.62 452.90 950.72 (12.18) 962.90 For year ended 31st March 2013 15,049.30 678.83 15,728.14 123.03 8,037.23 2,189.18 2,445.95 2,932.74 859.35 465.13 2,538.52 756.94 1,781.58 (23.09) 1,804.67
30

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

Division Wise Revenue - Consolidated

(Revenue - INR in lakhs) Commerce H1 FY 14 School Revenue No. of Students Serviced* 4,656 23,287 H1 FY 13 3,814 22,101 FY 12-13 7,044 33,224 H1 FY 14 Revenue No. of Students Serviced* 1,953 16,480 H1 FY 13 1,507 14,828 FY 12-13 3,264 22,088

H1 FY 14 Science Revenue No. of Students Serviced* 2,903 9,612

H1 FY 13 2,267 10,241

FY 12-13 13,511 CPLC 4,010 Revenue No. of Students Serviced*

H1 FY 14 207 1,900

H1 FY 13 172 1,621

FY 12-13 274 2,005

Lakshya (North)

Others

H1 FY 14 Revenue No. of Students Serviced* 610 1,886

H1 FY 13 -

FY 12-13 -

H1 FY 14 Revenue 547

H1 FY 13 524

FY 12-13 1,138

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

H1 FY 14 Total Students Serviced 53,165

H1 FY 13 48,791

FY 12-13 70,828

*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 over 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.

31

Key Balance Sheet Trends

Operating at negative working capital
(1,000) (2,000) INR in Lakhs (3,000)
(3,263) FY 08-09 FY 09-10 FY 10-11 FY 11-12 FY 12-13

(1,683) (2,623) (2,994) (3,807) (3,870) (2,403)

(2,778)

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 objects of the issue.

Utilization of IPO Proceeds:

(4,000) (5,000) (6,000)

Cash Balances:

(4,899)

(4,961)

The cash and cash equivalents (including current investments) as on September 30, 2013 is INR 4,348.02 lakhs.

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

32

Historical Financials
INR Mn
Total Operating Income Total Income EBITDA EBITDA Margins Profit Before Tax PBT Margin PAT PAT Margins Networth Growth Rate* Capital Employed RoE *

FY09
732 753 92 13% 37 5% 26 4% 363 14% 413 6%

FY10
832 858 125 15% 70 8% 52 6% 411 13% 411 13%

FY11
1055 1076 190 18% 128 12% 83 8% 476 16% 521 16%

FY12
1306 1346 231 18% 192 15% 132 10% 571 20% 571 23%

FY 13
1573 1619 293 19% 254 16% 180 11% 1011 77% 1011 18%

33

Shareholding Pattern as of September 30, 2013

Category Promoter & Promoter Group Directors/Top Management Mutual Funds / FI /FII / Banks Bodies Corporate Large / Small Individual Investors Total % Share-holding 45.3 21% 10.8 20.6 4.0 19.3 100.0 45% 4% 11%

19% Promoter & Promoter Group Companies Directors/KMP FII / FFI / FIs / Banks / MF Bodies Corporate Individuals

35

Thank You

Our Brands

38