Exotic Advise Private Limited

CORPORATE PROFILE

June 2012

The Genesis

EXOTIC ADVISE PRIVATE LIMITED was formed with a unique objective of providing out-of-the-box consultancy in the field of financial services

Ex-Bankers, with a passion for client-centric approach to create solutions, came together to cater to the current market that is mainly mechanised & driven by the Institutional Lenders

We take pride in our capability of arranging funds beyond the standard requirements of Working Capital and Term Loans. Our Team revels while handling complicated structures and enjoys placing these structures with Financial Institutions of repute

Our coverage includes Foreign Banks, Private Banks, Nationalised Banks, Co-operative Banks, Special Purpose Financial Institutions & NBFCs etc.

We approach our clients with customised solutions and discuss with them benefits of taking the alternate approach. These clients appreciate our initiatives and work with us closely to accomplish the desired objectives.

We think long term and value our relationships

The Concept

Exotic means Daringly Different

Exotic leads to Innovation

Brain is an extremely complex system that is an EXOTIC creation of nature, which when used well leads to INNOVATIVE ideas

Mission, Vision & ValuesVision

Our mission is to provide out-of-the-box financial solutions to our clients catering to challenging situations through structured solutions - both for Domestic & International Businesses

Mission

TRUST – Assurance that our Clients/ Institutions are GenuineSPEED - Prompt and Effective responses to our Client’s/ Institution’s needsWISDOM – Deep understanding of Banking & Finance leading to Appropriate SolutionsDISCRETION – Assurance of Complete ConfidentialityPERFORMANCE - Delivery of Consistent Results

Values

Our Vision is to be an integrated financial services company of repute, offering a broad spectrum of financial services to suit every need of our client. We believe our emphasis on quality will be instrumental in helping us attain market leadership

The Management

Seasoned Banker with more than 15 years experience. Worked in the fields of Investment Banking & Corporate Banking at Financial Institutions viz. Kotak Mahindra Bank, ICICI Bank and Global Trust Bank. MBA from ICFAI Business School, Bangalore and CFA from ICFAI, Hyderabad

Puhup Srivastav

An expert on the Capital Markets, has experience of more than 15 years and has worked with JP Morgan Chase in the Research Division of their International Investment Banking. MBA from ICFAI Business School, Mumbai.

Sourabh Sharma

Extremely good at Business Development, has worked in the Financial sector (in Delhi & Mumbai) for over 10 years with Institutions like Tata AIG, IDBI Bank and ICICI Bank. MMS from NL Dalmia College, Mumbai.

Anurag Singh

Corporate Overview

Serving Emerging Corporate across all industriesFocus

Client Centric - Solution Based approach rather than Transaction Based approachApproach

Team of professionals, with a cumulative experience of over 60 years in Banking & Finance

Organisation

Build long-term sustainable relationships with clients through trust on the back of responsive and robust advise.Relationship

Mutual Respect with all Stakeholders – Clients & Financial InstitutionsRespect

Focus on clients with credible management and defined business plansPartnership

What we bring...Strong relationships with Banks and Financial Institutions, including Specialized Term Lending Institutions across India. Network

Team members bring a rich transaction closure and consulting experience ‘Start to Success’ methodology providing valuable insights at all stages of the transaction.

Experience

Providing our clients with original, thoughtful ideas and innovative solutions for their financial needs.Innovation

Senior team is involved in all transactions from start to finish to ensure clients benefit from our experience and expertise.Quality

Rigorous Process Management to take care of timely completion.Commitment

We have created a niche in executing structures involving cross border transactions viz. Overseas Acquisition Funding, ECBs, FCTL for Import of Capital Goods, Export Finance etc.

Go Global

Exotic Advise Private Limited

Our Services

Foreign Currency Term Loan for Import of Capital Goods

Buyers Credit & Export Finance

Working Capital for Subsidiaries Abroad

Project Finance for Expansion

External Commercial Borrowings

Finance For Overseas Project Execution

Loan Against Property / Shares

FCNR (B) Loans

Commercial Vehicle Loans

Overseas Acquisition Finance

Invoice Finance & Purchase Bill Discounting

Securitisation of Receivables Film Finance & TV Media Finance

Commercial Equipment Finance

Domestic Acquisition Finance Unsecured Loans / Bill Discounting

Lease Rental Discounting

Finance for Land Purchase

Project Finance for Modernisation

Cash Credit, Letter of Credit, Bank Guarantee

Debt Syndication

Outsourced BankingFor Companies that are Large in size & deal with many Banks and for Companies that are small in size & have limited manpower, we offer the Services of “Outsourced Banking”. The basic advantages of this service are:

1. Lowers Manpower Costs2. Frees Bandwidth of Decision-makers for Better Use3. Steady Advisory from our Experts

Under this, we use our Experience & Skills of Corporate Banking to Represent the Company for Managing their Banking Relationships entirely. We become the Single Point Contact for all the Banks for their Requirements from the Company and become the Responsible Representative of the Company for all their needs. In discussion with the CFO/ Promoter, we help the Company plan all their Requirements & Advise them on the Best Route to be taken to achieve these Objectives. On Agreement to the Plan of Action, We execute it Effectively & Efficiently. In this Arrangement, for all Practical purposes, we are Integral part of the Company and are involved on almost Daily Basis.

This helps us & the Company identify Areas of Improvement and Implement the Appropriate Solutions.

Outsourced Banking contd...In this Model, List of the Services to be offered are Customised as per the Client. Hence, they normally vary from client to client. For Representative Purpose, the following are broadly the Services that can be offered under this Umbrella

All types of Debt Fund-raisingPlanning the Requirements of Funds for the Company with the CFO/ PromoterPlanning the Right Mix of Banks with the CFO/ PromoterPreparation of CMA, Presentation and other Requisite Documents Making Presentations on behalf of Company at Bank site, when requiredCo-ordinating the Appraisal ProcessGetting the Sanctions including Negotiation of Applicable Bank RatesCo-ordinating the Documentation of LimitsArranging Management Meetings, whenever requiredArranging Consortium Meetings in co-ordination with the CFO/ Promoter & the BanksArranging Factory Visits in co-ordination with the CFO/ Promoter or as directedManaging individual disbursals including fulfilment of requisite documentationCo-ordinating Stock Statements & Drawing PowersEnsuring dispatch of Daily/ Periodic (as agreed) MIS to all concerned by e-mailQuarterly Performance Update to the banks

This list is only Representative and would need Customisation to Requirements of the Client

Banking ConsultancyVery often, in the formative and the initial growth years, the management is busier ensuring the survival and growth of company. The financial management is limited to the goal of achieving the said objective. During this time, the management may land up with a debt structure that might be serving their purpose well for the time being but might not be able to support the growth in future. We offer services where we evaluate the current banking set-up of companies with an idea to improve their banking arrangement to support growth for the next level. The advisory more often revolves around the following:

Right mix of long term and short term borrowingsRight mix of banks to ensure strong support, good appetite for funding in future and

reasonable cost to the companyRight mix of products to match the requirements of companyRight structure in terms of securities offered/ sharing of securities between banks etc

On conclusion of study, we produce a report to the management on the basis of which the financial structure of the company may be modified. We also support the companies execute these plans by raising funds/ facilities to bring the structure in line with the recommendations.

Process & Our Role – Debt Syndication

Understand Profile of the CompanyUnderstand & Review the Business Plan & FinancialsEvaluate the Company’s debt capacity & establish the optimal Debt-Equity structure Prepare Strategy to achieve financing objectiveIdentify & evaluate the Financing OptionsStructure the Deal to minimise cost & to maximise liquidity and financial flexibilityUtilise our network & reach with Financial Institutions to solicit favourable approvalsConduct initial discussions with the banks to gauge interestCo-ordinate discussions between the Bank & the ClientAssist in Desk-top review of the Company operations conducted by the Financial InstitutionsArrange the Facility LettersAssist the Company in closing discussions and finalising termsCo-ordinate the documentation process

Exotic Advise Private Limited

Few of Our Past Deals

Overseas Acquisition Finance

Company - A Mumbai based corporate group with a turnover of more than 350 Crs operating in the Services Industry for the past 50+ years

Requirement – The Group has a subsidiary (Holding Company) in the Jabelali Free Trade Zone. This Jabelali Company is the holding company for their International Operations spread across the Middle East. The Group wanted to expand their Operations in South East Asia and wanted to acquire a Company based in Hong Kong having presence in Singapore, Hong Kong & China for this purpose.

Solution - Since the Group is based in India and its Flagship Company (Rated A- by Fitch) is the strongest and since their International Operations so far were debt-free, we recommended that the flagship company take a foreign currency loan and transfer the funds to their Jabel Ali Company (as fresh equity infusion) that would acquire the Hong Kong Company

End-Result - We arranged the Term Loan in Foreign Currency (Libor-Linked Rates) from an Indian Special Purpose Financial Institution to enable this transaction. The funding was done for a tenor of 5 years with 1 year Moratorium with Quarterly Repayments. We took One Month to execute this transaction “Start to Success”

External Commercial BorrowingCompany – A 20+ years old unrated company in the business of chemicals trading with a turnover of about Rs 85 cr involved primarily in the business of importing chemicals – Specialty Chemicals & APIs – and distributing them in India

Requirement – The company wanted to set-up a manufacturing facility in India. They identified a chemical that was not manufactured in India and had huge applications. The current requirement of the industry was being serviced by imports, primarily from Japan & South East Asia. The company tied up with a Japanese manufacturer to get the technical know-how and wanted to implement the project.

Solution – Since the rates in INR were very high at that time, we proposed an ECB in foreign currency (USD)

End-Result - We convinced one of the largest Private Sector Banks, with International presence, to look at the merit of the project and the inherent strength and integrity of the promoters. Post the relevant due diligence, when they were convinced of our views, they went ahead and sanctioned the required amount in ECB at Libor-linked rates, resulting in significant cost savings for the company and the project is being set-up at internationally competitive costs. The loan was for 7.5 years with a moratorium of 1.5 years

Credit Line For Overseas AcquisitionCompany - A Company (Rated A-), based in Mumbai, in the business of Diamond studded Jewellery exports has achieved the status of leadership in the industry by becoming a 1200 Crs company in a span of 10 years.

Requirement - This company sensed that it was time they made a related diversification by forward integration. In line with this aim, the company wanted to target and acquire jewellery retail chains abroad. The company after planning, wanted to work on the following objectives:

The company, being conservative, wanted to arrange funds first and then look for targets.Since all the assets owned by the company were already pledged to their consortium banks, they wanted to structure the limits in a manner that it does not require any additional securitySince they were already supplying to more than 10 countries worldwide, they wanted to have a sanction with the freedom of acquiring a company anywhere in the world.

Solution & the End-Result - We worked closely with a Special Purpose Financial Institution and the company to structure limits for acquisition and finally got an approval with the following terms:

The company can acquire another company anywhere in the world The limits to have second charge on all the assets of the company – first chare with the consortium An FD of 15% of the limits to be given – in line with the collateral security given to the consortium The banks to be inducted into the consortium with small limits The due-diligence report and the financials of the target company to be shared with the company

before the final acquisition The loan to be in foreign currency with a tenor of 6 years and a moratorium of 1 year

Banking ConsultancyCompany - A 30+ years old Rs 350 cr Garments Manufacturing Company, based in Mumbai, rated BBB+ by ICRA and having 7 office across the country. The company manufactures garments and sells it to retailers across the country through their offices.

Requirement – The company had a Working Capital Limits of Rs. 99 Crs & Term Loans of Rs. 52 Crs. They mandated us to evaluate their existing Banking Arrangement & recommend necessary steps to reduce their overall Finance Cost. The company had two nationalised banks sharing the entire Working Capital & Term Loans equally between them. The overall interest cost of company was 6.3% of sales, which was very high.

Solution & End-Result - We recommended & got inducted in the consortium a Leading Private Sector Bank. This led to significant cost reductions owing to :

Reduction in Non-Fund-Based Commission by 2% Imports being shifted from Import LCs to Buyer’s Credit. The shift to Buyers Credit was also Justified by the fact that the company had Exports & hence a Natural Hedge Inter-changeability of the existing Cash Credit facilities with Working Capital Demand Loan (WCDL) of shorts tenors. This led to savings of 2-4% depending on rates prevailing in the market

Outsourced BankingCompany - A Company (Rated A-), based in Mumbai, in the business of Diamond studded Jewellery exports has achieved the status of leadership in the industry by becoming a 1200 Crs company in a span of 10 years.

Requirement – The company has a working capital consortium of Rs 550 cr spread across 12 banks – 5 Nationalised, 5 Private Sector & 2 Foreign banks. Because of the large number of banks, it was getting tedious to manage these banks. The company wanted a solution to make the entire set-up more manageable

Solution - We introduced the concept of Outsourced banking and recommended that certain functions that are more time-consuming and high cost but low on value addition may be outsourced to us.

End-Result – Today we front-end the company in managing their entire banking relationship. We are the first-contact for the banks for all their requirements. The CFO, with his improved band-width has started to spend more quality time for the company by focussing on improving the processes and identifying the ways and means of reducing costs. We take care of the daily rigmarole of the company.

Project FinanceCompany - A 30+ years old Rs 350 cr Garments Manufacturing Company, based in Mumbai, rated BBB+ by ICRA and having 7 office across the country. The company manufactures garments and sells it to retailers across the country through their offices.

Requirement – The company wanted to set up a new manufacturing facility in an SEZ to extend their product line. They wanted us to prepare their project report, advise on the best possible finance structure and arrange funds for them.

Solution – Since the entire machinery was to be imported from Europe and since the project had exports as sales when fully operational, we recommended that the company take advantage of this natural hedge and take the machinery component of the loan in foreign currency and the balance in rupee.

End-Result – We have arranged Foreign Currency Term loan for the machinery (50% of the project cost) from a Specialised Financial Institution and the balance from a Nationalised Bank in INR at competitive rates. The project is on in full swing. This loan has been arranged for a tenor of 7.5 years with a moratorium of 1.5 years.

Exotic Advise Private Limited

Contact: Puhup Srivastav +91 9930197476 puhup@exoticadvise.comAmit Verma +91 9619900165 amit.verma@exoticadvise.com

Address: 303, Mastermind IV, Royal Palms, Aarey Colony, Goregaon (E), Mumbai 400 065 website: www.exoticadvise.com

We believe in Dealing with Good Companies and Executing Structures that are otherwise considered difficult. We often take the Road less Travelled to achieve the Dual objectives of Deal Success & Cost Competitiveness.