Investor Presentation

November 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 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.

Disclaimer

2

Index

3

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

5

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

7

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

of 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

on 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

0 400,000 800,000 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

11

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

12

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

14

v

98 16

13

5

2

31122

2007 2013

Growing No. of Locations

FY/Quarter No. of Locations

Sept 2013 138*

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

of Coaching

Corporatized Structure and Experienced

Management Team

No one man show or ‘Star Teacher’ concept 16

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

98 locations in Mumbai

Sept 30, 2013

Currently operates 40 locations in Rest of 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 on 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

17

…Teaching Methodology

Three-pronged Growth Strategy

19

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 ~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

Growth Strategy – Science Division

21

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

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)

22

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. 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 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

23

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

Sale of CA Robomate having recorded live lectures and doubt solving support

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)

25

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

26

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

27

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 8321,055

1,3061,573

0200400600800

1,0001,2001,4001,6001,800

FY 09 FY 10 FY 11 FY 12 FY 13

92 125190

23129313% 15%

18% 18% 19%

0%

10%

20%

30%

0

100

200

300

400

FY 09 FY 10 FY 11 FY 12 FY 13

EBITDA EBITDA Margins

2652 81 132 1804%6%

8%10% 11%

0%

5%

10%

15%

0

100

200

FY 09 FY 10 FY 11 FY 12 FY 13PAT PAT Margins

29

358 411 476 5711011

7%13% 17%

23%18%

-10%

0%

10%

20%

30%

0

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 Sep. 30, 2013: INR 1,140 Mn

FY09-13: 34% CAGR

QUARTERLY AND HALF YEARLY FINANCIALS – CONSOLIDATED

30

Particulars For the half year

ended 30th September 2013

For the half year ended 30th

September 2012

For the quarter ended 30th

September 2013

For year ended 31st March 2013

Fee Income 10,617.72 8,043.75 6,030.19 15,049.30

Other Operating Income 258.56 241.76 59.19 678.83

Total Revenue 10,876.28 8,284.82 6,089.38 15,728.14

Cost of Goods Sold 11.54 - 11.54 123.03

Direct Costs 5,178.56 4,229.50 2,517.05 8,037.23

Personnel Costs 1,560.35 1,123.68 901.44 2,189.18

SD&A Costs 1,831.18 1,207.22 985.74 2,445.95

EBIDTA 2,294.65 1,724.42 1,673.61 2,932.74

Finance Costs 0.56 - 0.28 -

Depreciation 603.53 392.06 327.62 859.35

Other Income 158.51 267.38 57.91 465.13

PBT 1,849.08 1,599.74 1,403.62 2,538.52

Income Tax 595.20 448.05 452.90 756.94

PAT (Before Minority Int.) 1,253.88 1,151.69 950.72 1,781.58

Minority Interest (10.61) 0.56 (12.18) (23.09)

PAT 1,264.49 1,151.13 962.90 1,804.67

INR in Lakhs

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

31

Division Wise Revenue - Consolidated

H1 FY 14 H1 FY 13 FY 12-13

Revenue 2,903 2,267 4,010

No. of Students Serviced*

9,612 10,241 13,511 Scie

nce

H1 FY 14 H1 FY 13 FY 12-13

Revenue 1,953 1,507 3,264

No. of Students Serviced*

16,480 14,828 22,088

Com

mer

ce H1 FY 14 H1 FY 13 FY 12-13

Revenue 4,656 3,814 7,044

No. of Students Serviced*

23,287 22,101 33,224 Scho

ol

*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.

H1 FY 14 H1 FY 13 FY 12-13

Revenue 207 172 274

No. of Students Serviced*

1,900 1,621 2,005 CPLC

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

H1 FY 14 H1 FY 13 FY 12-13

Revenue 547 524 1,138 Oth

ers

H1 FY 14 H1 FY 13 FY 12-13

Total Students Serviced

53,165 48,791 70,828

H1 FY 14 H1 FY 13 FY 12-13

Revenue 610 - -

No. of Students Serviced*

1,886 - - Laks

hya

(Nor

th)

(Revenue - INR in lakhs)

32

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 L

akhs

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 objects of the issue.

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

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

33

Shareholding Pattern as of September 30, 2013

35

Category % Share-holding

Promoter & Promoter Group 45.3

Directors/Top Management 10.8

Mutual Funds / FI /FII / Banks 20.6

Bodies Corporate 4.0

Large / Small Individual Investors 19.3

Total 100.0

45%

11%

21%

4%

19%

Promoter & Promoter Group Companies

Directors/KMP

FII / FFI / FIs / Banks / MF

Bodies Corporate

Individuals

Thank You

38

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