; it is not to be relied on by any 3rd party without yyy's prior written consent

1Deck_v02NDL

Project Eureka

xxxxxx Industries Ltd

; it is not to be relied on by any 3rd party without yyy's prior written consent

2Deck_v02NDL

Note: Acquisition revenue excludes stretch case revenue; revenue from organic growth of priority crops is reduced in case of acquisition, accounted for in acquisition revenue; USD:INR exchange rate of 40 assumed

Source: Client data; yyy analysis

0

1,000

2,000

3,000

FY08

318

ECT

151

Priority

crops

187

Other

crops

217

FY13 ECT

184-268

Other

18-73

18-25

~117

80-120

Domestic acq.

~461

CMO

VAD

460-640

Intl. acquisition

680-800

Indofil ABD revenues ( Rs. cr. )

859-905

Select

Mz branded

Corporate

Portfolio

expansion

FY13 -

Organic sales

1,275-1,508

Transformational

growth FY13

2,900-3,400

CAGR(08-13)

59%

M&A is a key strategic imperative for xxx to achieve Rs.XXX aspiration

Domestic - organic

Int’l - organic

Domestic - inorganic

Int’l - inorganic

EBITDA ~19%~22%

; it is not to be relied on by any 3rd party without yyy's prior written consent

3Deck_v02NDL

XXXis a INRXXX diverse company, DAS contributes 9% of overall

Source: LIT search, Cap IQ financials

PRELIMINARY

Agrosciences is ~9% of Dow global business

0

20

40

60

80

100%

Dow

Chemicals

Performance

systems

Coatings &

infrastructure

Basic

plastics

Electronic &

specialty mat'l

Basic

chemicals

Agrosciences

Hydrocarbons

and energy

$44.3B

Agrosciences

by product

Insecticides

Herbicides

Seeds/traits

Other

Fungicides

$4.5B

Agrosciences

by geography

EMEA

North

America

AsiaPac

Latin

America

$4.5B

Mancozeb

Asia

Pacific

Europe

Latin

America

MEA

North

America

31K MT

Share of global sales (2009 )

Performance

products

Large European presence in multiple businesses

DAS Product portfolio• Crop protection

• Seeds, traits & oils

• Vegetation management

• Turf & Ornamentals

• Pest management

• Post harvest protection

• Innovative agro products

• Presence in most European countries

• Large number of registration and labels

Presence within Europe

“Major growth opportunities in Europe exist in Infrastructure (construction, automotive, plastics, performance material, Consumerism (packaging, home care, personal care, Energy (next generation insulation, wind energy.”

Annual Report, 2010

; it is not to be relied on by any 3rd party without yyy's prior written consent

4Deck_v02NDL

Why is DAS divesting its EU Mancozeb business – our hypotheses

• Mancozeb is non-core business for DAS

-Seeds, insecticide and herbicides constitute the core businesses

• Mancozeb’s profitability is lower than internal thresholds, driven by structural challenges

-Divestment of France plant (2008) has led formulation to be outsourced to Bayer (Germany) at a significant cost (>€1/kg)

-Higher RM procurement cost (from UPL) due to absence of low cost manufacturing base

-Dow unable to consistently command a price premium in generics market

• Dow has history of divesting under-performing assets

-E.g. Zoxamide (2008), Thifluzamide (2010), etc

PRELIMINARY

; it is not to be relied on by any 3rd party without yyy's prior written consent

5Deck_v02NDL

• Exclusive license to utilize DAS’s Dithane NT technology and fungicide trademarks in EU

• Immediate access to ~13 countries and ~24 new crops across EU

->80 fungicide registrations/ labels

• Access to all DAS-owned data (hard copies of data can be negotiated) – including registration support and formulation manuals, and product defence data (Annex I)

• Access to DAS’ customer lists and to their distribution network

• Inventory currently on DAS EU books

What is being sold by DAS

What is being sold What is not being sold

• Manufacturing base, factories etc

• Human capital

• Chemical composition, patents etc.

• Accounts Receivables and Accounts Payables are not part of the deal

; it is not to be relied on by any 3rd party without yyy's prior written consent

6Deck_v02NDL

EU Mancozeb is constant at ~$30KT market; XXXto become market leader post DAS deal

0

20

40

60

80

100%

2009

Bu

lkB

ran

ded

32KT

2010

27KT

2011 (E )

30KT

2016F

31KT

-8%

0%

3%

0%

Mancozeb European Market

-3%

(09-

11E )

CAGR

1%

(11E-

16F )

EU Mancozeb market is ~30KT in 2011, expected to grow back at ~1% with bulk share increasing

DAS is the biggest player in the market, XXX + Eureka to become market leader post deal

0

20

40

60

80

100%

2009

UPL

Indofil

DAS

$155M

2010

$126M

2011 (E )

$138M

2016F

UPL

Indofil

Eureka

$137M

-15%

8%

-5%

-3%

0%

-1%

Mancozeb European Market (by sellers )

New

player

(09-

11E )

CAGR

(11-

16F )

Source: XXX data, DAS data

PRELIMINARY

; it is not to be relied on by any 3rd party without yyy's prior written consent

7Deck_v02NDL

This deal is primarily predicated upon cost benefits from moving production to India

XXX’s cost advantages over DAS are the key

drivers of tangible value in

this deal

This deal also has substantial strategic value

for XXX

• Last Mancozeb asset available; market has already consolidated

• Deal will likely make XXX the leader in a two player Mzb market -Potential RMS of 1.8 compared to 0.88 otherwise (by volume)

• Will add a strong European brand to XXX’s portfolio; can potentially become a launch pad to expand EU presence

• Will bring XXX into the deal flow from MNCs and help build M&A and integration capabilities

• Significant cost savings estimated from moving production to India compared to DAS’ current cost position

-From Eureka + synergies estimated GM of 28% to our estimates of ~33% in 2012

• Working capital expected to be significantly below DAS’

• Capex requirements expected to be less than $15M

• Estimated cost savings outweigh the estimated loss in topline -Greater than >3x uptick in EBITDA ($16.8M estimated in 2013 from $5.6M in 2011) despite a potential drop of ~9% in topline

• Transition is expected to be manageable; DAS is open to being a distributor for ~1 year to avoid disruption to sales

; it is not to be relied on by any 3rd party without yyy's prior written consent

8Deck_v02NDL

DAS Eureka

$M 2009 2010 2011 2012 2013 2014 2015 2016 Comments

Revenue 66.6 52.0 48.6 41.9 44.1 44.3 45.6 43.6

• Decrease distributor margin in branded, bulk margin to DAS and hit on business plan

COGS 49.1 37.5 34.9 28.1 25.7 26.1 27.8 26.5• Driven by XXX’s lower cost

structure

Gross Margin 17.5 14.5 13.7 13.8 18.4 18.2 17.8 17.1 •Increase driven by XXX’s lower cost structure, scale benefits and higher NRV for XXX bulkGross Margin % 26.3% 27.9% 28.2% 33.0% 41.7% 41.0% 39.1% 39.2%

SG&A 3.6 3.2 2.9 0.8 1.0 2.0 1.1 0.9• Based on bottom-up build

of costs

Logistics & Distribution

4.3 4.5 4.2 0.0 0.0 0.0 0.0 0.0

• As per XXX’s accounting norms, distributor margins taken out from NRV (~$4.8M)

R&D 1.0 1.0 1.0 1.0 1.0 1.0 1.0 1.0 • Assumed constant

EBIT 8.6 5.8 5.6 12.0 16.4 15.2 15.7 15.2

EBIT % 12.9% 11.2% 11.5% 28.7% 37.3% 34.3% 34.5% 34.8%

Eureka + Synergies: Overall P&L per XXX accounting norms

* COGS includes incremental D&A for incremental capex, as per XXX practiceSource: Eureka Commercial model

; it is not to be relied on by any 3rd party without yyy's prior written consent

9Deck_v02NDL

Post closeImplement

XXX will have 3-4 months of pre-close time to plan for Day 1

Pre close

Mobilize

PRELIMINARY

Mobilize

• Set up the Program office

• Set up the XXX integration team

• Set up the “Clean” team- 3rd party to ensure better preparedness for transition without DAS disclosing

confidential data to XXX

•Setup legal team to supervise transfer process

•Setup Europe org based on recommended structure

Prioritize and Design

•Manufacturing expansion - Upgrading XXX manufacturing facilities to absorb DAS bulk/NT volumes

- Vendors for additional RM etc. particularly NT additives

•Sales and Distribution organization- Plan for engagement with national distributers/DAS current dealers

- Warehousing plan - # of warehouses, where, potential names, final contracts

- Logistics plan – How much volume directly from India vs from Europe

- Invoicing – How much from India vs from Europe, tax implications

•Detailed marketing plan – pricing, branding etc.

•Hiring plan for full-time employees, advisors etc.

• Commercial diligence

• Deal financing and

structuring- XXX Bank

• Accounting diligence

• Legal diligence

• Post-diligence

Negotiations

Deal announcement Deal closed

~3-4 months

Due diligence & Negotiations Prioritize and Design

1 2 3

A B

A

B

• Day 1

XXX manages acquired business