DEBT FUND - I

Disclaimer

• This presentation is not an offer to sell securities of any investment fund or a solicitation of offers to buy any suchsecurities. Securities of Strugence Debt Fund I are offered to selected investors only by means of a complete offeringmemorandum and related subscription materials, which contain significant additional information about the terms ofan investment in the Funds (such documents, the “Offering Documents”). Any decision to invest must be based solelyupon the information set forth in the Offering Documents, regardless of any information investors may have beenotherwise furnished, including this presentation.

• An investment in any strategy, including the strategy described herein, involves a high degree of risk. There is noguarantee that the investment objective will be achieved. Past performance of these strategies is not necessarilyindicative of future results. There is the possibility of loss and all investment involves risk including the loss of principal.

• The information in this presentation has been prepared by Strugence Capital Advisors LLP (“SCA”) and is believed bySCA to be reliable and has been obtained from sources believed to be reliable. SCA makes no representation as to theaccuracy or completeness of such information. Opinions, estimates and projections in this presentation constitute thecurrent judgment of SCA and are subject to change without notice. Any projections, forecasts and estimates containedin this presentation are necessarily speculative in nature and are based upon certain assumptions. It can be expectedthat some or all of such assumptions will not materialize or will vary significantly from actual results. Accordingly, anyprojections are only estimates and actual results will differ and may vary substantially from the projections or estimatesshown. This presentation is not intended as a recommendation to purchase or sell any commodity or security. SCA hasno obligation to update, modify or amend this presentation or to otherwise notify a reader thereof in the event thatany matter stated herein, or any opinion, projection, forecast or estimate set forth herein, changes or subsequentlybecomes inaccurate.

• This presentation is strictly confidential and may not be reproduced or redistributed in whole or in part nor may itscontents be disclosed to any other person, without the express consent of SCA.

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Salient Features of the Fund

• The Fund is a SEBI registered CAT II Alternate Investment Fund, has FIPB approval for investmentby NRIs/Non Residents/Foreign Owned Entities etc. with full repatriation benefits.

• The Fund is investing with small to mid-sized developments / developers and has successfully closed a few transactions

• Strong value unlocking potential in redevelopment projects in Tier I cities and land developmentin Tier II and III cities where:

• the initial investment is lower

• less approvals are required and approvals are relatively more forthcoming

• project life cycle is shorter and hence speedier exits possible

• Fund is led by an experienced team in finance and real estate having strong credit managementand deal structuring skills.

• To mitigate the typical risks associated with such financing, the fund is actively facilitating theproject development along with a real estate partner “Asenka Realty” who is deploying theirArchitects, Engineers, Site Supervisors, Accountants; Sales teams etc. alongside the developers tohand hold the entire development process.

• The Fund structures a combination of downside protection with a mortgage backed security and areturn equivalent to equity - The Strugence Debt Fund 1 is presently investing at 25%+ Returns

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Fund Positioning

Niche Area of Financing 4

Fund Structure

Strugence Investment Advisors

LLP

Investment Team

Domestic and Foreign Investors

Investments (Debt or Debt linked)

2 3 4 51

Distributions

Trustee

Income (Interest/ Capital Gains etc.)

Investment Manager &

Sponsor

Contributions

IL&FS Vistra

Trust Company Ltd.

6

Investment Committee

Strugence Debt Fund

Strugence Debt Fund - I

Portfolio Entities

ProjectCoordination

ConsultantAsenka Realty Pvt. Ltd

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Key Fund Participants

Sponsor Strugence Investment Advisors LLP

Investment Manager Strugence Investment Advisors LLP

Investment Committee Mr. Ashok Shinkar (Chairman & AMC representative)

Mr. S. Sridhar (Independent)

Mr. Ranjit Naiknavare (Independent)

Property Partner Asenka Realty Private Limited

Trustee IL & FS Vistra Trust Company Ltd.

Legal Advisor IC Legal

Tax Advisor KPMG/ PWC

Auditor Kapoor & Parekh Associates

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Fund Highlights(1/2)

Fund Structure India based Fund – Indian Trust

Fund Life 7 years, extendable twice by 1 year each. However, the Fund seeks to repay the investments as it

progressively receives repayments from borrowers. Hence the average investment period is estimated at

3.5 years.

Fund Size Rs. 100 crore(USD 149 Mn) with Green Shoe of Rs. 100 crore ( USD 149 Mn)

The Fund has commitments of approx. Rs.100Crore (USD 149 Mn) and seeking to tie in commitments for

the Green Shoe option.

Fund Sponsor Strugence Investment Advisors LLP

Minimum Commitment Sponsor Commitment – Rs. 7.5 crore (USD 11.20 Mn)

Others – minimum investment of Rs. 1 crore (USD 1.49 Mn)

Drawdown Over the residual Commitment Period.

Commitment period Till Oct 2017

Sector Focus Real Estate

Geographic Focus Across India with major focus of Fund deployment in Mumbai

Investment Size Average Rs. 5-10 crore (USD 7.46- 14.9 Mn) per investment

Target Returns IRR of 25%+

Investment Structure Secured Non-Convertible and Convertible Debentures. The investment may have performance linked returns

Investment Manager Strugence Investment Advisors LLP (“AMC”)

Hurdle Rate 15% annual compounded basis 7

Fund Highlights(2/2)

Set-Up Fee One time upfront non-refundable fee of 2%

AMC Fee 2% p.a. on the Fund’s corpus payable annually in advance to cover Asset Manager’s costs

AMC Carried Interest Carried Interest of AMC at 20% with catch-up on Hurdle rate

Distributions The final distribution to the Fund will be in cash in the following order:

1. First, return of Capital to Fund Investors

2. Second, return at Hurdle Rate to Fund Investors

3. Third, performance “catch-up” to the Investment Manager at 25% of the Hurdle Amount

4. Fourth, remaining “carried interest” distributed at 80% to Fund and 20% to Investment Manager

Risk Control Investments are aimed at minimising approval risk and sales risk.

The Fund Investment is typically secured with mortgage of project assets, assignment of development

rights, hypothecation of receivables, developer personal guarantee, post-dated cheques, promissory

notes

Escrow of all cash flows (collections of project receivables made by Developers)

Positions on investee Company Board, if required

Asenka Realty Private Limited assists in project development across projects that the Fund invests in.

There is a strong ground presence and robust momentum at project level. Also if required, the project

can be independently developed by Asenka to get the desired return to the Fund investors.

The typical investment size is up to Rs.10. Therefore, the investors get a well- diversified risk portfolio

which effectively is de-risking the pool.

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Fund Team

• Ashok Shinkar, Managing Partner

Strugence Investment Managers Private Limited is headed by Ashok N. Shinkar who has over 20 years ofexperience in finance, structured debt, lending, investment banking and project development having workedin leading positions in Capital First, JM Morgan Stanley, SSKI Corporate Finance etc. Besides lending, MrShinkar has experience in structuring complex transactions in mergers and acquisitions for equity/quasi equity,debt, structured debt, lease rental discounting, buy backs, sale and lease back, earn outs, acquisition funding,leverage buyouts, reorganisations etc.

• Experience in Real Estate Structured Debt:

• Was CEO Corporate Lending at Capital First Limited, a leading NBFC where he managed a real estatestructured debt portfolio of over Rs. 30 Bn (USD 450 mn) with an IRR of approx. 20% in INR

• Dealt with leading developers like Kalpataru, Omkar, Nirmal, Rustomjee, Total Environment, GoldenGate, Naiknavare, Marvel, Kumar Urban, Himani, Neumec, Kanakia, Unitech, Hubtown, Kolte Patil,Lokhandwala, Acme, Ekta, Supreme, Mantri, Century, Terraspaces, Rajesh Lifespaces, Godrej, L&TRealty etc.

• Managed over 22 accounts and evaluated over 100 transactions across Mumbai, Pune, Bangalore,Delhi, Ahmedabad and Chennai

• He has played a pivotal role in the development of Capital First from a total book size of Rs. 14 Bn to overRs.96 Bn in his role as the Head of Corporate Centre. He built considerable value for then exitingpromoter –Future Group in its exit from the Company to Warburg Pincus. He built the liability side withhis banking relations from Rs.11.75 Bn (USD 175Mn) to over Rs. 85.45Bn (USD1275 Mn)

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Fund Team

• At Strugence: The aforesaid skills have helped in developing the following businesses:

• Asset Management: Strugence Debt Fund 1 has been successfully operating in the niche real estate

redevelopment segment that would be further expanded for the proposed Strugence Real Estate

Opportunities Fund. The experience in real estate and structured finance has helped in the success of SDF1

which is yielding over 24% in INR to investors on a fully secured basis. This success is a result of focussed

strategy, structuring, relationships and reach with co-investors. Some of the developers dealt with include:

Suraj, Richa, Platinum Corp, Acme, STG, Rajkamal, EVHomes, Niraj Kakkad, Darode Jog, Kathawala, Okay

Estates etc.

• Debt Syndication: Provided guidance to Strugence debt syndications team for transaction in excess of

Rs.20 Bn (USD 300mn) for real estate players across focus markets and dealt with most active NBFCs,

Funds, Banks etc. in the RE market

• Special Situations and Turnarounds: As Director Corporate Finance in Wanbury, was instrumental in the growth

of Wanbury Limited from a company with a size of under Rs. 0.28 Bn (USD4.17 Mn) to over Rs. 6.22Bn (USD 92

Mn) in 3 years adding considerable value to promoters and stakeholders. In this value creation, he gained

experience in turnaround, stress asset resolutions, enforcement of securities, asset purchases, complex

litigations, schemes of arrangements with lenders and M&A across geographies.

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Fund Team

• Ajit Gaikwad, Chief Investment Officer

Ajit Gaikwad is the Chief Investment Officer of Strugence Debt Fund-1. He has over 25 years of experience in corporate lending, investing and financial advisory. Prior to this, he was with ICICI Group for over 16 years in lending and investing and for 5 years with Global Investment House (Kuwait) in advisory and investment group.

Ajit started his career with SCICI wherein he headed a loans and investment group. Here he handled project finance and corporatelending and recovery for companies in sectors ranging from chemicals, metals, agro-products and also dealt with a few residential and hospitality projects. His loan portfolio was over 1,200 Crore (USD 175mn), with about 2% Non Performing Loans. Subsequently, in ICICI Group, he was involved in dealing with stressed assets portfolio and recovery.

In his last role in ICICI Prudential, he was part of the team that set up the Real Estate Private Equity Fund from scratch. In this, he was responsible for about half the portfolio of the fund corpus of Rs. 1,000 Crore (USD 150mn). This fund delivered an IRR of 16% and had investments in residential, retail and hospitality projects, some of which were difficult investments. Here he had evaluated more than 75 investment proposals of all sizes and in different geographies.

He has dealt with real estate players of all sizes across India. Some of the developers that he had dealt with include, Rustomjee, Adarsh, Brigade, Divyashree, Appaswamy, Marvel, Olympia, Damden, Alok, Dharani, Hirco, K. Raheja, Kolte Patil, Paranjape, DSK, ETA, Godrej, G.Corp, Goel Ganga, Garware, Hoysala, Usha Breco, Omkar, Kumar Builders, Lunkad Realty, Patel Industries, Matoshri,Mantri Realty, Panchsheel, Maytas, Mahindra Lifespaces, Narne, Bhoomi, Neptune, Prince Foundations, Purvankara, Pride, Pricol, QVC, Dewa, Rohan, Dewa, Skil Group, Schanders, P& C Realty, Lok Housing, Kamanwala, Subramanya Constructions, Ruby, Vshranti Sabari Realtors, Allied Housing, VGN Developers, Century, Runwal, Skyline, SMR Constructions, SEW Infrastructure, Transcon, Unity Constructions, Kohinoor Constructions, Javdekar, Vaastu Group, Marg Constructions, Vascon.

In Strugence, he looks after all aspects of the real estate fund, right from deal sourcing, evaluation, negotiations, structuring, due diligence, documentation to monitoring, recovery and exits.

Ajit is M.Sc, MMS, CFA and member of RICS, am international professional body in the field of real estate.

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Fund Team

• Jayant Chiney, Advisor – Credit Appraisal Team

Jayant Chiney has over 35 years of experience of “Commercial Banking”. Prior to this he was General Manager in Bank

of India. His credit experience includes extending credit to the real estate sector, to both the large developers as well as

the medium and small sized developers.

• Dasharath Satam, Chief Credit Officer

Dasharath is a Chartered Accountant and has over 17 years of experience in Structured Debt, Banking, Auditing,

Consulting and Investment Banking.

• S Jayaram, Chief Legal Advisor

S Jayaram is a Corporate Advocate having experience of more than 3 decades. He has held positions of General

Manager, Vice President in reputed companies like Mahindra & Mahindra, Crompton Greaves, Wanbury.

• M. G. Subramaniam - Chief Compliance Officer

M.G. Subramaniam is a qualified Company Secretary and LL.B having more than 20 years’ experience in reputed

companies like Godrej, Tata and other Multinationals

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Investment Committee

The Investment Manager has the following Investment Committee members:

• Mr. S. Sridhar is an eminent banker with about 38 years experience in banking of which 10 years

was at CEO/Board level. He was previously CMD of Central Bank of India, CMD of National Housing

Bank and ED of Exim Bank. His core contribution to the Fund would be wide lending experience and

relationships across the business community, regulators, banks and financial institutions and

Government of India.

• Mr. Ranjit Naiknavare is a co-promoter of Naiknavare Developers Private Limited, a reputed Pune

based developer with more than 25 years experience in varied real estate development. He has an

M.S. in Civil Engineering (Structures). He is a former secretary and executive committee member of

CREDAI (National) and currently on its Governing Council Board.

• Mr. Ashok Shinkar

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Fund Transaction Support

Legal Firms

Rajani Associates

MDP Partners

DH Law

SNG Partners

Crawford Bayley & Co

International Property

Consultants

Jones Lang Lasalle

Knight Frank

CBRE

Cushman Wakefield

Financial

KPMG

PWC

E&Y

Grant Thornton

JKJS

Technical & Valuation

Consultants

Vartak and Associates

H B Punjwani

Valpark Advisors

Security Trustees

Vistra IL&FS

Axis Trustee

IDBI Trustee

Escrow Bankers

HDFC Bank

Axis Bank

Besides the in-house team, Strugence actively engages with International Property Consultants, LegalFirms, Accounting and Audit Firms, Valuation and Technical Experts. To name a few:

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Real Estate Partner - Asenka Realty Private Limited

• Asenka Realty setup in 2014 is a part of Strugence in order to effectively monitor and control the project

approval and development process

• Asenka will deploy their teams alongside the developers and participate closely in the entire development

process as a Development Manager, Project Management Consultant, Project Coordination Consultant or a

Monitoring agency.

• Asenka as an organisation has:

• A team of 6 personnel including experienced architects and structural engineers. The team shall be

increased on need basis.

• Tie-ups with agencies / professionals who have executed over 100 projects and 40 million sq. feet by

offering design, PMC and development services.

• Tie ups in sales and marketing and channel partners are being developed

• As of now Asenka is monitoring projects where Strugence Debt Fund I, an existing debt fund of the AMC, is

investing. Team Asenka also assesses transactions for approval status, development status, quality of

construction etc.

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Value Proposition

Strugence brings in the following value proposition to the Fund:

a. Executed transactions aggregating over Rs.170 crore (USD 253.7 Mn) wherein Fund has invested and is making

returns of 25%+ with security covers exceeding 3x.

b. In-house experience, knowledge and understanding of the space with demonstrated capability profile and

experience for investing high yield/structured debt in the real estate sector.

c. Strong and experienced Investment Committee with reputed and experienced members in real estate and

banking

d. Strong network leading to direct origination opportunities, thus improving deal opportunities and faster

turnaround time

e. Long banking/investment banking experience offering prudent credit management and deal structuring

perspective

f. Capability and experience of Asenka Realty to hand hold project/developer management to ensure smooth

turnaround of the investments

g. Investment banking and development experience to improve exits

h. Ability to leverage the opportunity with institutions/banks.16

Risk Mitigation (1/2)

Risk Mitigation

Idle Capital Full capital deployment is expected over 2 years

Fund

Management

The Fund will be managed by experienced senior bankers and guided by experienced

Investment Committee

Currency Risk The strong returns provide the Fund with ability to absorb significant adverse foreign

exchange movements. Furthermore, the AMC will be making periodic payments to

Investors as and when cash flows are received by the Fund from the underlying

projects

Sector risk Growing urbanisation, rising income levels, increasing decline in joint family system,

and improving infrastructure has led to sustained demand in the focus cities.

Mumbai itself provides a large debt market to deploy the Fund

Asset Quality The asset quality is expected to be maintained through prudent deal filtering and

robust investment structure

Investor Level Risks

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Risk Mitigation (2/2)

Risk Mitigation

Title risk Will be mitigated through strong Legal Due Diligence process by having external

as well as internal legal teams looking at the legal and title risks

Approval risk Fund will not invest in complex projects which push at the regulatory limits

Execution risk Close monitoring by Fund along with Asenka Realty and having step-in rights in

the project

Market risk Investing in projects having appropriate products in the given micro-market

Diversion of

funds

Control of funds through strong Escrow Mechanisms

Bankruptcy of

Developer

Ring fencing of security and project and additional collateral

Investment Level Risks

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Investment Philosophy

Targets:

• Mid sized Builders / Projects including SRA/MHADA redevelopments, freehold land, cess properties .

Geographic Focus:

• Mumbai, Pune, Bangalore with larger focus on Mumbai

Investment Structure:

• The investments are in the form of secured debt.

• The investment structure could also take the form of asset purchase with a view to either sell or give on financial lease.

• Generally all deals have pari-passu first charge on project assets and escrow of receivables. Deal structure aims at enhancing security and mitigating project risk, financing risk, etc.

Exposure Cap

• Participation in deal sizes ranging from 5 – 50cr. The investment size in a deal is Rs. 5-10 crore (USD 0.74 Mn -14.9 Mn).

Active participation in the projects:

To mitigate the typical risks associated with the Fund’s financing, the Fund actively participates in projects along with a real estate partner “Asenka Realty” to monitor and report the progress of the project to the Fund.

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Case Study - I

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Developer Mid sized second generation developer with over 20 years of experience

Project / Location Residential redevelopment project in Vile Parle

Security Name Senior Fully Secured Redeemable and Interest Bearing Cumulative Non-Convertible Debentures

InvestmentAmount

Total NCD Issuance – Rs 7 cr (USD 10.44 Mn)SDF Participation – Rs. 3 cr (USD 4.47 Mn)

Tenor 48 Months

IRR +25%

ProjectDescription

The project is a residential redevelopment located at Ville Parle East, Mumbai with a total carpetarea of 12,613 sq. ft. (approx.) with parking facility for 15 cars. The building had 10 tenantedunits apart from Landowner’s units. The Project comprises of a 13 storied building consisting ofStilt, Mezzanine and 11 habitable floors. There are total number of 6 Sale units with carpet areaof 790 Sq. ft. to 930 Sq. ft. Of this 3 units aggregating to 2,650 sq. ft. have been already bookedfor an average price of Rs. 30,000 per sq. ft.All the necessary approvals from MCGM (Municipal Corporation of Greater Mumbai) i.e. IOD andCC upto 12 th floor, have been obtained and project construction work is in progress. The civilwork up to 7th floor has already been completed and structure is completed upto 9th slab.

Cover Cover of Cash flow of over 3x and mortgage of land

Case Study - II

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Developer A mid-sized developer, in business for over 2 decades. The group has successfullycompleted and delivered more than 15 projects with an aggregate developmentof about 5 lakh Sq. Ft.

Project Residential redevelopment project off CST Road, near Bandra Kurla Complex

Security Name Senior Fully Secured Redeemable and Interest Bearing Cumulative Non-ConvertibleDebentures

Issuer /Company The NCDs are issued by SPV of Developer Group

Investment Amount Total NCD Issuance – Rs. 20 cr (USD 29.85 Mn)SDF Participation – Rs. 7 cr (USD 10.44 Mn)

Tenor 36 Months

IRR +25%

Project Description The Developer / SPV is developing a residential project under Development Control Rules(DCR) 33(5). The SPV has entered into a redevelopment agreement with a Co-OperativeHousing Society. The project site is located on land parcel of 1,676 sq. meters at Sunder Nagar,Kalina, Santacruz (East), Village Kolekalyan, Mumbai - 400098. The project comprises of acomposite building having two wings of G+12 floors. The project has all approvals upto 9th

floor and has received MHADA pro rata FSI and now CC is shortly expected for an additional 2floors.

Cover Cash Flow cover exceeds 3x with hard asset cover in the form of finished flats.

Actual Project Photographs

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Case Study 1Vile Parle (East)

Case Study 2Off CST Road

Case Study - III

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Developer A mid-sized developer, over 25 years in real estate business. The developer group has successfullycompleted and delivered 10 projects with an aggregate development of about 11 lakh Sq. Ft.

Project(s) A bouquet of three Residential Redevelopment Projects in Western Suburbs of Mumbai. Located at :1.Andheri West 2. Jogeshwari East 3. Goregaon East

SecurityName

Senior Fully Secured Redeemable and Interest Bearing Cumulative Non-Convertible Debentures

Issuer/Company

The NCDs are issued by SPV of Developer Group

InvestmentAmount

Total NCD Issuance – Rs. 15 cr (USD 22.38 Mn)SDF Participation – Rs. 5 cr (currently 3) (USD 7.46 Mn)

Tenor 24 Months

IRR 25%+

Location Project Sites at -

ProjectDescription

1. Andheri West – Single building redevelopment, near Bhavan’s College. The project building hastwo wings of G+9 floors. The project is nearing completion and has received bookings for 65%units (15 out of 22).

2. Jogeshwari East – Residential redevelopment at a good location. Rehab building has beencompleted. The sale building is of 15 floors. Civil structure has been completed and finishing is inprogress. 80% of sale units have been booked (24 out of 28).

3. Goregaon East – residential redevelopment comprising of a single building of 8 floors. Approvalsand civil construction has progressed up to 4th floor. Bookings have been received for 55% of thesale units (12 out of 22).

Cover Cash Flow cover exceeds 2.5x with hard asset cover

Actual Project Photographs

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Case Study 3Andheri (West)

Case Study 3Goregaon (East)

Case Study 3Jogeshwari (East)

Deal Pipeline( INR Crs)

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Range ( in Rs. Cr) Range (In USD) Project

S. No DESCRIPTION Min Max Min Max Location

1 First Generation small Developer in Mumbai - Central Suburbs 10 15 14.9 22.3 Mulund

2 First Generation small Developer in Thane with over 10 years experience 10 15 14.9 22.3 Thane, Chembur SRA

3 Mid sized developer with over 20 years experience 10 15 14.9 22.3 Pune Redevelopment

4 First Generation small Developer in Mumbai - Western Suburbs 10 15 14.9 22.3 Khar, Bandra Redevelopment

5 First Generation small developer with over 20 years experience 10 15 14.9 22.3 Andheri, SRA

6 Second generation mid sized developer with over 35 years experience across Mumbai 10 15 14.9 22.3 Various Santacruz, Khar

7 Technocrat Architect turned developer with over 7 completed projects 10 15 14.9 22.3 Vikroli, Chembur - SRA

8 Developer with over 15 years experience 10 15 14.9 22.3 Various projects in Mulund

9 Developer with over 10 years experience 5 10 7.46 14.9 Shivaji Park redevelopment

10 Mid Sized SRA developer in Mumbai with over 3 decades experience 10 20 14.9 29.8 Kandivili SRA

11 Developer with over 15 years experience 10 20 14.9 29.8 Navi Mumbai

12 First Generation mid sized developer in Mumbai - Central Suburbs 10 15 14.9 22.3 Chembur Redevelopment

115 185 171.4 275

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Thank You