Fairdeal Corporate Advisors Pvt Ltd Index of Contents

1) Solutions …………………………………..Page 1 to 13

2) AIF Structuring & Capital Raise……………………………….Page 14 to 16

3) Select Success Stories ………..…..…………………………….Page 17 to 19 3

Corporate Finance Solutions

CONFIDENTIAL Full Services Investment

PE & Venture Capital Senior management with extensive strategic and M&A Advisory operating background with Focused Across the extensive reach AIF Advisory Advisory Board Services Services with a for Private Placements Hands-On Mid-Market Experienced Approach Companies Investment Bankers Debt Syndication Catering to Distinguished Clientele Corporate Advisory

Market Leading Industry Transaction Experience (Representative Sub-Sectors)

IT & Fintech Consumer & Retail NBFCs / FIs Capital Goods & Infra Manufacturing

Transactional Experience Experienced Team for Large Across a Broad Range of Array of Products Industries

CONFIDENTIAL 1 Debt Syndication Services

Debt Syndication . Term Loan Financing . Working Capital Finance . Structured Finance & Convertibles . Short Term Loan / Corporate Loan . Foreign Currency Loans & ECBs . Commercial Papers & NCDs . Securitization . Export Credit backed financing

Project Financing ECBs and ECAs . Commercial loan / Syndicated Loan . Infrastructure . Buyers’ Credit . Green Field Expansion (Capex) . Suppliers’ Credit . Brown Field Expansion(Capex) Service Offerings . Line of Credit . Long Term Borrowings . Export Credit from Bilateral Sources . Short Term Borrowings . Financial Lease . Project Consultancy . FDI & FPI Investments in Indian Cos

Structured Financing . Realignment of repayment schedule . Interest cost realignment / reduction . One time settlement (OTS) . Credit enhancement & Securitisation . Enhancement of structure . Conversion of debt to Equity/Mezz . Correction of capital structure

CONFIDENTIAL 2 Full Spectrum Corporate Finance Solutions

SME BUSINESS LOANS CORPORATE LOANS FI LOANS

Secured Business Supply Chain Structured Working Capital Term Debt Working Capital Structured FX Debt Debt Solutions Loans Financing Lending Lending • Secured . Working . LRD . Fund based . Secured Loans . Fund based . Escrow backed . FCTL/FCNR(B) . Term Loans, Subdebt Business Loans Capital . Escrow backed (Over-Draft, (Project Loans, (Over-Draft, cash flow . ECB/ECA . Rated & Listed NCD for Financing cash flow Cash Credit, Asset backed Cash Credit, lending . Buyers Credit . Multilateral Loans refurbishment WCDL, PCFC, Funding, WCDL, PCFC, lending . Promoter/Hold . DFI Debt . PTCs & Direct / capacity Packing Credit Acquisition Packing Credit Co Funding & . Venture debt . NCD Assignments expansion for consumer ) Funding, LRD) ) LAS . Masala Bonds . ECB products / . Non Fund . Rated & Listed . CP . Corporate . DFI Debt services based( LC, BG, NCD . Non Fund Debt . Multilateral companies SBLC) . Unsecured based( LC, BG, Restructuring Agency Loans . CP & ICD Loans SBLC) . Receivable backed loans

. Proprietorship, . Medium & . Private or . Private Ltd & . Private Ltd & . Medium & . Private or . Private or . NBFCs Partnership, Large Dealer Public Listed Public Ltd Co., Public Ltd Co., Large Public Listed Public Listed . Insurance Companies Private Ltd & . Mainly Companies Ltd. Liability Ltd. diversified Corporate Companies Companies . MFI Public Ltd Co., Partnership, across sectors diversified diversified diversified catering to . LLPs . Small Finance Ltd. Liability Manufacturing diversified across sectors across Sectors across Sectors . Private Banks Partnership, , Metals, IT & across sectors diversified Auto sector . Fintech NBFCs across sectors . Auto Financing . Retail NBFCs

Upto 15 years Upto 90 days Upto 10 years Upto 5 Years Upto 15 years Upto 1 year Upto 10 years Upto 10 Years Upto 10 Years

10% - 16% 14%- 16% 9.5% - 14% 9%- 16.0% 10% - 13% 9%- 12.5% 12% - 18% L+1.5%-5% 9% - 12%

6 CONFIDENTIAL 3 Debt Syndication Overview

Initial Institutional Final Work Procedure Formalities Settlements of funds

Collection of Basic 2 – 4 3 – 5 3 – 4 Data Weeks Weeks Weeks Creation of Security

Assessment of requirements 11 – 12 Weeks Document Completion

Generating alternative options to suit needs Sanction of Proposal

Submitting Identify optimal Preparation of Short listing Negotiating with Proposal as per solution business model Bankers / FI Banks / FI Bank / FI format Initial Work Institutional Procedure

CONFIDENTIAL 4 Debt Syndication Timelines

Week Week Week Week Week Week Week Debt Syndication Process Timeline 1-2 3 4-5 6 7-8 9-10 11-12

Collection of Basic Data

Assessment of requirements

Generating alternative options to Suit needs

Identify optimal solution

Preparation of business model

Short listing Bankers / FI

Submitting Proposal as per Bank /FI format and replying to Queries Negotiation of term sheet/in Principle Sanction

Sanction of Proposal

CONFIDENTIAL 5 Innovative Leverage Options

Structured Financing Asset Backed Financing

Company (Unlisted) Company

Customized returns Structured Debt Corporate Working Capital Term Loans Investors Loans

PROPOSAL PROPOSAL • Fresh Term loan against existing free assets at a proposed asset coverage of 1.33x (Corporate loan for general corporate • Structured instruments like Compulsory convertible debt / purposes). convertible debt or a hybrid or mezzanine structure. • Assets to be erected/purchased and mortgaged within up to max OPTIONS 90 days from the date of disbursements. • Options like convertibility or redemption. • Trustee structure for mortgaged assets. • Exit through IPO or Promoter buy back at pre-agreed structure PROS • Put/ Call at an early date and various other flexibilities around • Company would have the flexibility to refinance or utilize the preferred returns. fresh monies to retire existing debt and improve asset coverage for a larger financing transaction. • Further structures can be developed or refined based on • Improved flexibility of capital structure. mutual understanding and information available. • Trustee structure ensures financing against total assets instead of creating charge on individual assets. CONS Limited pricing.

CONFIDENTIAL 6 Innovative Leverage Options (Contd.) External Commercial Borrowings Sale & Leaseback of identified assets

Company Company Lease back

Sale of Sale Assets Proceeds ECA ECB XYZ Leasing PROPOSAL and Finance Lease rent • ECB for fresh asset creation with a flexibility of 90 days in creating charges PROS • Interest rate linked to LIBOR • Low asset strategy • Indicative pricing for 5y around 11.5% inclusive of all hedging cost • Higher liquidity • Incase of floaters it would be around 7.5% with partial hedging • Savings on asset maintenance cost (O&M), as cost will be borne by the leaser PROS • Efficient pricing • Ensures availability of assets at relatively low costs and better service under the lease contract, as lease • All remaining terms similar to INR term loans (Asset cover, rent is lower than the interest cost Debt/Equity, other covenants) CONS CONS • Books do not capture the asset value • Limited flexibility • GST implications • Incase of floater, there may be an interest rate risk. However our vision is that during next 5y, LIBOR is unlikely to touch its past highs

CONFIDENTIAL 7 Securitization : Parties Involved  Originator : Assigns the Receivables/Security Interest to a Special Purpose Vehicle (SPV) which in turn pays the amount raised through the issuance of Pass Through Certificates (PTCs) to investors.  Obligors : Debtors of the Originator whose receivables have been traded.  Rating Agency : Rates the quality of receivables put on the block by the originator.  Investors : Typically MFs, Insurers, Banks & Debt FIs who like to buy the future receivables.  Servicing Entity : Collector of the receivables from the Obligors.  PTCs/Instruments : Certificates representing beneficial interest in the receivables placed with the SPV.  The Trustee : Responsible for monitoring the collections received from the obligors are used for making payouts to the PTC holders on a monthly basis. Responsible for taking necessary actions to protect investor interests.  SPV / Issuer : The SPV is a bankruptcy remote trust settled by a Trustee. The “settler” of the trust will also act as the Trustee for the transaction. Issues PTCs to investors in lieu of the money raised against the receivables transferred by the originator. Originator arranges for a guarantee in the event of default on collection through a designated bank in lieu of a collateral thereby enhancing the rating of the credit.

CONFIDENTIAL 8 Sample Securitization Structure

Structurer & Placement Agent Contracts/HP/Lease Originator/Seller Obligors Agreements

Credit Guarantee Sale of receivables Repayment allocation commission & Purchase for Bank/FI consideration for from SPV Servicer Receivables Corporate guarantee PTC Issuer / SPV Collection Repayment For each transaction Bank / FI – credit Account Deposits support Guarantee a new SPV is created

Trusteeship Services Payouts on Issue of PTCs Subordinated PTCs Tranche Trustee

Subordination Investors

CONFIDENTIAL 9 Public Sector Banks

CONFIDENTIAL 10 Private Sector Banks

CONFIDENTIAL 11 Small Finance Banks

CONFIDENTIAL 12 NBFC Partners

CONFIDENTIAL 13 17

AIF Structuring & Capital Raise

CONFIDENTIAL AIF Capital Raise Services

FUND RAISE ADVISORY FOR AIF FOCUSSED & PATIENT CAPITAL

Individual/ HNI/ Family Office Investments Corporate Treasury & Wholesale Investors Institutional Investors

. High Quality HNIs & Family Offices . High Quality Global Investing Treasuries . High Quality Global Investor Network . Trust & Track Record based investors . Matured & Sophisticated Investment Teams . Matured & patient Capital . Short to Medium Term Investment horizon . Short to Medium Term Investment horizon . Long Term Commitments based on Trust & . Wide coverage as below . Wide coverage as below Credentials .Wealth Management Platforms .Corporate Treasuries . Wide coverage as below .IFA Network .Strategic Investors .Global Banks & FPIs .Asset Specific Investors .Asset Specific Investors .Fund of Funds . Customised Investment advisory approach . Customised Investment advisory approach .DFI, Impact Funds & Mutilates generating best risk adjusted returns generating best risk adjusted returns .Pension Funds .Hedge Funds

. Fund Sizes of $ 50 Million & above . Fund Sizes of $ 50 Million & above . Fund Sizes of $ 50 Million & above . Focus on Category II AIFs . Focus on Category II AIFs . Focus on Category II AIFs . Short to Medium Term Redemptions . Short to Medium Term Redemptions . Medium to Long Term deployment plans . Open Ended Funds preferred . Open Ended Funds preferred . Post tax IRR in USD exceeding 10% after Loss . Ability to service smaller ticket size investors . Post tax Net IRR in USD exceeding 10% Adjustments . Sector Focussed & Theme based Funds . Sector Focussed & Theme based Funds . Sector Focussed & Theme based Funds . AMC & Fund Managers Track Record . AMC & Fund Managers Track Record . Fund Manager & Management team’s Track . Strong deal pipeline & Clear Exit Strategy . Strong deal pipeline & Clear Exit Strategy Record . Strong deal pipeline & Clear Exit Strategy

Upto 4 Years Upto 5 Years Between 3 to 10 years

Pre Tax INR IRR > 16% Pre Tax USD IRR > 10% Pre Tax USD IRR > 10%

CONFIDENTIAL 14 19AIF Structuring Advisory

International International International Investor 1 Investor 2 Investor 3

Feeder Indian Internation Mauritius Investment Investors al Investors Feeder Manager

Alternate Trustee AMC Investment Company Fund

Portfolio Portfolio Portfolio Portfolio Portfolio entitity 1 entitity 2 entitity 3 entitity 4 entitity 5

CONFIDENTIAL 15 20Multilats and Developmental Financial Institutions

CONFIDENTIAL 16 20

Select Success Stories

CONFIDENTIAL Our Clientele - BFSI

Aspire Home Finance ESKAY Finance Home Loan Ltd Vedika MFI

Debt Syndication Debt Syndication Debt Syndication Debt Syndication

PaisaDukan P2P NBFC HappyEMI Global AMC Monexo P2P NBFC

Venture Capital Venture Capital AIF Fund Raise Fund Raising

CONFIDENTIAL 17 Our Clientele – Manufacturing Sector

Empee Distilleries Ltd Ultimate Packaging Millenium Specialty Avantha Group

Debt Syndication Corporate Advisory Debt Syndication Debt Syndication

Solaris Chemtech Ltd Prabhat Industries Ltd DIL Limited

Debt Syndication Corporate Advisory Debt Syndication

CONFIDENTIAL 18 Our Clientele – Technology based businesses

MyCityApp India Autolite industries DT Innovative Group Pvt. Ltd. Cox& Kings

Term Loan & Working capital Debt Syndication Venture Capital Structured Debt

Bloom Dekor LTD AccXchange

M & A Venture Capital

24 CONFIDENTIAL 19 Ms. Renu Chaudhary Mr. Jayesh Kore Managing Director Chief Advisor +9196192 71979 +9198206 01021 [email protected] [email protected]