17h February 2012 The Director, Encube Ethicals Private Limited, Unit No.

24, Steelmade Industrial Estate, Marol, Andheri (East), Mumbai - 400 059, Kind attention: Shri Mehul Shah, Dear Sir, Sub: Investment banking services to your company We have high appreciation for your effort in making Encube Ethicals Private Limited a reputed name in contract research and manufacturing of pharmaceutical formulations with an exclusive focus on dermatology. Our writing to you is based on our few initial assessments. We are impressed with the fact that you have built a strong company with a healthy balance sheet size. The company has recorded healthy revenue growth rate. Financial profile of the company remains strong with healthy Net margins. The company continues to derive its edge from its competitive edge from successful and strategic moves it has made in the area of world class manufacturing, R&D and operations. It is in this light that for an Investment banker, your company evoked an interest in us, and we believe that we can help you in your growth plans. Key Macro and Micro Facts:

The Indian Pharmaceutical Industry, valued at around US$ 20 bn, is ranked 11th in value terms and 4th in volume terms. The industry is highly fragmented with around 20,000 players, of which around 250 in the organized sector control over 70% of the total domestic market in value terms. Indias domestic pharmaceutical market has recorded a CAGR of 13.5% over the past five years. With considerable expertise in manufacturing of generics and vaccines, Indian companies have now also started significant research and development (R&D). The huge potential of the Indian pharmaceutical industry is impossible for global pharmaceutical companies to ignore, given that India will be one of the top 10 sales markets in the world by 2020. Some of the largest pharmaceutical companies in the world have been in the Indian market since the 1970s, and 5 out of the top 10 domestic pharmaceutical companies are already foreign owned, with a consolidated share of 22 23%. The industry is characterized by low entry barriers and high competition, which might create hurdle in the pace of growth.

Private equity infusion (fund raising through equity route by financial investors) will help you grow by accessing new markets, build a global footprint, and help find new acquisition targets / strategic partners.

We believe that this offers a tremendous scope for a company like yours to expand capacity, ramp up R&D, improve product mix by diversification across products/ clients and geographical diversification. The time is right for the company to tap the markets for funds, keeping in mind the growth which the company is to experience growing forward. As the capacity is getting built up with the capital expansion undertaken by the management the time is right to propel the growth and tap new investments. This will help the company to catapult into a different league and will also help to diversify its geographical presence and cater to different markets. Infusion helps to remove the bottleneck that is usually associated during the challenging growth phase tighter liquidity position on account of high business growth, expected large capital expenditure, high working capital intensity nature of operations and negative global outlook. Cash is king and a healthy bottom-line enables to face the competition boldly and allow it to carry out various research and development initiatives so important for a company like yours. The company will also be well prepared to grab any opportunity and not lose out due to deficiency of cash. It is a common misconception that only large well established companies receive or benefit from PE capital. In fact, it is on the contrary, many medium and small companies have been transformed due to private equity. Our Introduction We wish to introduce ourselves- Khandwala Securities Ltd, as a SEBI registered Category-I Merchant Banker of more than fifteen years of repute. In todays market, we are focused on providing integrated and tailor made solutions for raising capital funds. We focus mainly on twin pillars of research & the marketing efforts - to make your funding plan a grand success. As a focused Investment Banking boutique, we have been carrying specialized Investment Banking activity since 1993. A brief scope involves the following areas: IPO management/ Marketing & Fund Raising Activities; Buy back, Rights, QIPs, etc; GDR/ADR/FCCB financial advisor; Private Equity Investments & Advisory; Mergers & Acquisitions Advisory; IPO Distribution & Marketing et al.

Recently, KSL has closed following transactions:

Cross-border private equity arrangement of A$ 35 million for Citigold Corporation, an Australian Gold Mining company from Dubai based venture fund. Rights Issue of Splash media & Infra for INR 50 crore. Debt funding of INR 20 crore for Rave Scans Pvt Ltd. Syndicate member for IPO of Cantabil Retail for INR 105 crore. Syndicate member for IPO of Sanghvi Forgings for INR 35 crore. IPO of Shree Rama Multi-tech for INR 165 crore. IPO of Sakuma Exports for 44 INR crore. Buyback of Bajaj Auto for INR 720 crore.

For decades, we have been the house brokers for Bharat Forge and Bajaj Auto. We also did fund raising & corporate finance exercise for Bharat Forge and Bajaj Auto. KSL has an impeccable track record of successful completion of the assignments, which ensures lasting relationship and repeat business from its clientele. For managing & execution of the Transaction, we have a team of qualified professionals. Our strength lies in the fact that we systematically strategize, plan & execute the roadmap - throughout the life cycle of the Transaction, which will give the management the necessary comfort & confidence in our abilities. We shall be happy to meet you and understand your business model and future growth strategy. This would help us in proposing the appropriate funding options in various quantum and different structures; this could be of interest to you. Thanks & Regards

Rajesh Katare Manager Investment Banking Group Tel. No.:- (022) 4076 7373 Mobile: - (91) 98924 10702 Email ID:- rajesh.katare@kslindia.com Website :- www.kslindia.com