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INVESTING IN THE PEOPLEWHO INVEST IN PEOPLE

CONTENTSOverview ............................................................1

The HR Fund Investment Case ........................................2 Structure .....................................................4 Current Portfolio .......................................5 Differentiators ............................................6 Investors .....................................................8 Executive Management Team ................11

Investment Strategy Investment Focus ....................................12 Investment Criteria .................................13 Investment Opportunity Analysis Framework ..............................14 Execution Strategy ..................................15

Case Study ........................................................16

1

The HR Fund is India’s first dedicated HR venture fund with

the vision to transform the industry by institutionalising HR

entrepreneurship. Our focus is primarily on four key areas:

Professional Employee Organizations, Staffing, Training

and Technology.

The HR Fund is a privately held investment company that

funds private HR companies. We provide growth capital to

best-in-class HR ideas and practices. Our current portfolio

consists of two companies - People Strong and People Matters.

The HR Fund investors consist of senior HR professionals and

eminent thought leaders; these individuals are based across

the globe.

OV

ERV

IEW

INVESTMENT CASE

HR FUNCTIONS

Recruitment & Staffing

Employee Relations

Training & Development

Performance Management

ComplianceHUMAN RESOURCES

Payroll & Benefits

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Businesses of HR

• Staffing & Executive Search• Recruitment & e-cruitment• Assessment and Verification• Payroll• HR Software Solutions• Time & Attendance Solutions• Outplacement Services• HR Consulting• HR Outsourcing (HRO)• Recruitment Process Outsourcing (RPO)• Professional Employer Organizations (PEO)

Why Invest?

• Increasingly outsourced business function • Strong and stable growth sector• Highly scalable and high margin businesses• High returns on invested capital• Indian industry still in its nascent stage

MATURE U.S. MARKET SHOWS ACHIEVABLE GROWTH

TYPE

Executive Search

Sta�ng – General

KORN/Ferry 676 Million 2090 1969 NYSE

NASDAQ

NASDAQ

1968 1751644 MillionHeidrick & Struggles

Robert Half 4.6 Billion 13,300 1948  NYSE

NYSE 199516,9002.2 BillionMPS Group

Sta�ng – Temporary

Sta�ng – Online

Manpower 21 Billion 4,033,000 1948 NYSE

Monster 1.3 Billion 6,950  1994 NYSE

RPO Kenexa Corp 203 Million 1535 1987 NASDAQ

PEO Administa� 1.7 Billion 118748 1986 NYSE

HR Consulting Watson Wyatt 1.8 Billion 7500 1878 NYSE

HR So�ware Ultimate So�ware 178 Million 933 1990  NASDAQ

HR Outsourcing Hewitt 3.2 Billion 23,000 1940 NYSE

1946650,0005.5 BillionKelly Services

NASDAQ

NASDAQPayroll

ADP 8.8 Billion 45,000 1949

197112,5002 BillionPaychex

NAME $ REVENUE EMPLOYEES FOUNDED EXCHANGE

Research compiled from Withya Group

STRUCTURE

THE HR FUND(Pvt. Ltd.)

PeopleStrong(Gurgaon)

HRO | RPO | Payroll

People Matters(Gurgaon)HR Media | Research

Potential Companies

(being evaluated for investments)

• Private Holding company• Corporate Governance and Reporting Structures• Dedicated Investment Management Team• Focused Investment Program

FUND SOURCECXOs from major corporations in from India/Singapore/Middle East/USA Strategic Institutional investors

Equity InvestmentEquity Investment

People Matters is a leading knowledge and media platform in the HR space. It strives to create an HR community of practice and excellence between HR Managers, HR Service Providers and CXOs leading to growth and development of their most important asset, people. People Matters offline and online platform provides thousands of HR stakeholders with information, best practices, trends and industry news. It has emerged as India’s single point of reference for products and services in the HR industry. The HR Fund’s investment in People Matters was the first external investment in the business. Senior figures from the Fund are on the advisory board and are contributing significantly to the future growth of the business.

PeopleStrong is a leading HR Outsourcing company, specialising in HR Shared Services, Recruitment, Payroll & Compliance Management, and HR Technology Solutions. With a pan-India presence, PeopleStrong services global players across industries and is one of the first movers in BFSI, IT/ITES, Auto, Pharmaceutical, and Education Recruitment Process Outsourcing (RPO) in India. PeopleStrong has implemented the largest number of HR Shared Services projects in India. It provides compelling solutions to employers in all segments with over 70 multinational clients. The company creates value for its customers by helping their organisations add reliability and accuracy to their HR output.

CURRENT PORTFOLIO

www.peoplematters.com

www.peoplestrong.com

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DIFFERENTIATORS

Team• Our Team has an extensive experience of building profitable businesses in the HR space• We assist entrepreneurs to scale up their businesses by applying proven, strategic approaches• By adding corporate governance, we provide structured growth for rapidly growing organizations

Investors• Our investors include highly successful CXOs and senior HR professionals who can provide entrepreneurs with guidance and inputs to successfully operate their business• They have an extensive business network in India and globally which can be tapped by the entrepreneurs• They advise, make introductions and provide client references for our investee companies

Economies of Scale• Since we exclusively fund businesses in the HR domain, our sales team in various companies leverage each other’s network• As all our investments are in the HR space, resource reutilization results in lower operational costs

“ Details matter, it’s worth waiting to get it right.” - Steve Jobs

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INVESTORS

“ Vision is the art of seeing what is invisible to others.” - Jonathan Swift

Arvind Agrawal

Arvind Agrawal is the President – Corporate Development and Group HR in the RPG Group – a company he has worked with since 1999. His current responsibilities in RPG comprise HR and TQM.

Prior to this he was Chief Executive at Escorts responsible for the two construction equipment business companies – Escorts

JCB and Escorts Construction Equipment Limited. In addition, he was a member of the HR function in companies such as Escorts and Modi Xerox. He is an IIT Kharagpur and IIM Ahmedabad alumni and also holds a PhD from IIT Mumbai.

Arvind is an investor in The HR Fund.

N.S. Rajan

NS Rajan is member - Group Executive Council and Group Chief Human Resources Officer at TATA Sons

Prior to this he was Partner and Global Leader – People & Organization, Ernst & Young. He set up the HR consulting practice of E&Y in India from scratch in early 2001, was made the EMEIA Leader in 2009, and appointed as the first Global

Leader for the P&O Practice in 2011. An Economics graduate from Loyola College, Chennai and a business management post graduate from XLRI, Rajan spent 18 years in industry, before joining E&Y.

NS is an investor in The HR Fund.

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Dr. Santrupt Misra

Dr. Santrupt Misra is CEO, Carbon Black Business and Director, Group Human Resources of the Aditya Birla Group and Director on the apex decision making body of the USD 35 billion, Aditya Birla Group.

He has over 25 years of experience in Education, Training, Consulting and Executive Development and has had full-time professional work experience with the J.K. Group, the

Tata Institute of Social Sciences and Unilever, India. He holds two postgraduate degrees in Political Science and Personnel Management & Industrial Relations and has two PhDs in Public Administration and Industrial Relations from India and the Aston Business School in the UK, respectively.

Santrupt is an investor in The HR Fund.

Venky Mysore

Venky Mysore is the Chief Executive Officer (CEO) and Managing Director (MD) of Kolkata Knight Riders, a successful franchise in the highly lucrative cricket based Indian Premier League.

He has an experience of over 25 years working in the insurance industry including experience in North America and

in establishing operations in Asia. He has worked closely with regulators to help shape insurance regulations in the country and has prior experience with Birla Sun Life Insurance and MetLife India.

Venky is an investor in The HR Fund. He is also on the board of Directors.

Pankaj Bansal

Pankaj Bansal is Founder of PeopleStrong, an HR Outsourcing company in India. Pankaj is also co-founder of the Withya Group.

Earlier, he was with Aricent (erstwhile Hughes Software Systems) as a part of the founding team of its BPO division. Pankaj is also on the National Board of the National HRD

Network as the Chairman of its Young Minds Council and was previously Vice President of the Delhi Chapter. He has a Masters Degree in HR Management from the University of Pune and a Bachelors degree in Entrepreneurship from Delhi University.

Pankaj is one of the promoters of The HR Fund. He is also on the board of Directors.

Pratik Kumar

Pratik Kumar is the Executive Vice President Human resources with Wipro Limited. He has been associated with Wipro for the last 21 years and is a member of Wipro’s Corporate Executive Council.

In addition to his HR leadership role, Pratik also leads Wipro’s

Infrastructure Engineering business as President – Wipro Infrastructure Engineering. As a professional with over 25 years experience, Pratik has experience in a variety of areas. Pratik is a Post Graduate in Management from XLRI, Jamshedpur

Pratik is an investor in The HR Fund.

Manojit Sen

Manojit Sen is currently Head of Learning for Shell’s Supply & Distribution, Strategy & Portfolio and Alternative Energies businesses and is based in Singapore.

Prior to this Manojit has been the Global HR Manager for Marine and the Global Talent Manager for Shell’s B2B

businesses in Downstream. He has worked in regional and local HR roles in Shell, Coca-Cola and Marico. Manojit is a graduate from TISS, Mumbai.

Manojit is an investor in The HR Fund.

Sonali Roychowdhury

Sonali Roychowdhury heads Human Resources for the Indian operations of US Multinational, Procter and Gamble.

She is an alumni of XLRI Jamshedpur, and has 15 years of experience across P&G businesses having lived and worked in India, Singapore and Vietnam. Sonali has built expertise

in Organization Design, Leadership and Talent Development, Change Management, Employee Relations , Strategic Business Account Partnership, Diversity & Inclusion, and building high performance teams. Sonali is based in Mumbai.

Sonali is an investor in The HR Fund.

Devyani Vaishampayan

Devyani Vaishampayan is the global Head of HR at Rolls Royce for the Marine Services business.

Her previous experience includes being Group HR Director for AET Tankers (subsidiary of MISC with reporting to the Board) and large Regional roles at the British Gas Group, Lucent Technologies and Citigroup. In addition she has had consulting experience at Price Waterhouse and at a boutique firm.

Devyani is a specialist in facilitating, managing and anticipating HR issues to help organisations stay competitive. In addition to being a trained Behavioural Scientist, Devyani holds a degree in Electronics and an MBA.

Devyani is an investor in The HR Fund. She is also on the board of Directors.

Archana Bhaskar

Archana Bhaskar is currently Head Talent & Development, Downstream Businesses for Shell and is based out of Singapore.

Prior to her current role at Shell Singapore, she was HR

Director at Shell India. She was earlier HR Director UFS Europe at Unilever. She is an IIM Bangalore Alumni and also holds a degree from Lady Shriram College, New Delhi.

Archana is an investor in The HR Fund.

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EXECUTIVE MANAGEMENT TEAM

Amaresh Gautam - Analyst

Amaresh has close to three years of experience in advisory and consulting roles. His strengths are business strategy and investment analysis.

Amaresh has worked in projects across sectors such as IT, Training and Education. He is an IIT graduate with an MBA in Finance from MDI Gurgaon.

Utkarsh Joshi - Principal

Utkarsh is an investment professional with advisory, strategy & planning experience across sectors. Prior to this, Utkarsh was involved with providing boutique strategy, finance and operations advisory services for close to four years. Before

that, he has worked with global majors Cognizant Business Consulting and Accenture Services. Utkarsh holds a Bachelor of Engineering from Vellore Institute of Technology and an MBA from Indian School of Business, Hyderabad.

Varun Talwar - CEO

Varun Talwar is founder of Withya Group. He is a serial entrepreneur and has established companies in HR, IT, Digital Media and Real Estate. His strengths are strategy, business development and investor relations. He has multi-country

experience in Fortune 500 companies like AT&T, HP/EDS, and TCS. He has B Tech Computers degree from PEC, Chandigarh and has taken MBA courses from George Washington University.

Sumer Datta - Director

Sumer Datta is the founder of Aamoksh Leisure Living, a company that is foraying into setting up retirement resorts in India to cater to the growing need for elder care. Till July 2007, Sumer was with Hewitt Associates India Pvt. Ltd., where he was heading the outsourcing business for Hewitt in the Asia-Pacific region. Prior to that, he was the Country Manager for

Hewitt’s India operations. He was also part of the Asia Pacific Leadership Team, with responsibility for driving the strategic business direction of Hewitt in the region. He has more than 19 years of experience in Consulting and Business Management. Sumer is a postgraduate in business management, with a specialization in finance.

Investment Strategy

INVESTMENT STRATEGYINVESTMENT FOCUS

PRIMARY FOCUS

SECONDARY FOCUS

PEO

HR Software

Training

Staffing- General

HRO, RPO,Benefit

Consulting,Relocation, Screening,

Payroll,Staffing-Temp

India HR Market Size USD: 1.8 Bn – 2 Bn** Source PeopleMatter.com - Mar 2011

SEGMENT ENTRY SEGMENT MATURITY

HR Consulting,Executive Search,

Staffing-Online

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Investment Criteria:• Revenues of INR 2 Cr to 10 Cr• Operating in Tier 1 and/or Tier 2 markets• Investment size between INR 2 Cr to 8 Cr• Portfolio size ranging from 4 – 10 companies• Priority to HR Technology companies

INVESTMENT OPPORTUNITY ANALYSIS FRAMEWORK

Skin(Sales,

Mktng, BD)

Soul (R&D, Strategy,

Leadership)

Skeleton (HR, Fin, Ops)

Scale

Lifestyle Trader

LAYERSBRAINS

ENTREPRENEURIDEA

Intellectual Property

First Mover

Advantage

Scalability

Right & Left(Integrating)

Right(Creative)

Left(Analytical)

EXECUTION STRATEGY

Investment Proposals

Investment Criteria

Due Diligence

Negotiations

Investment

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PEOPLESTRONG GROWTH MILESTONES

1st Major Client Acquisition

Expanded Footprint in South East Asia

Best Company to Work- Survey 2010

Delivery Centers at5 locations in India

US – Strategic partners

Rated in 5 Best Start-ups by Baring

Apr ‘07

July 08’

Mar ‘09

Jan ‘11

May ‘11

Jan ‘12

Rated among Emerging RPO leader

Signed million dollar HR Shared Services contract

Signed 1st Comprehensive RPO Deal

P.E. Investment

Acquisition of Summit HR Frontline Business

UK – Strategic partners

Apr ‘06

July ’08

Oct ‘09

Jan ‘10

June‘11

May‘12PeopleStrong is one of the leading HR solution providers in India offering HR Shared Services, HR Consulting, Payroll Management and Recruitment solutions. It was founded in 2006 and employs more than 400 people in 5 locations- Gurgaon, New Delhi, Mumbai, Bangalore and Hyderabad.

In its next growth phase, PeopleStrong is looking forward to productize its services and expand in scope and scale, within India and internationally.

As its Anchor Investor, The HR Fund Incubated PeopleStrong in its early phase and invested in it in 2006. Over the years, as a board member, it continues to provided logistical and strategic support and guidance.

PEOPLESTRONG CASE STUDY

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Varun Talwar+91 9818 055177varun@thehrfund.comTwitter.com/talwar_varunwww.thehrfund.com