PDF 3. Investec - PPM (August 12 2021)

EMERGING INDIA CREDIT OPPORTUNITIES FUND I
(A scheme of Emerging India Credit Opportunities Fund)
Private Placement Memorandum

CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM
[For private circulation only]
Emerging India Credit Opportunities Fund I
By Emerging India Credit Opportunities Fund
(Emerging India Credit Opportunities Fund is registered with the Securities and Exchange Board of India
as a Category II Alternative Investment Fund with effect from March 25, 2021)
Registration No: IN/AIF2/20-21/0869
Trustee: Vistra ITCL (India) Limited
Sponsor: Investec Capital Services (India) Private Limited
Investment Manager: Investec Capital Services (India) Private Limited
This confidential private placement memorandum (“Memorandum”) is being furnished to you on a

confidential basis for you to consider investing in the units of Emerging India Credit Opportunities Fund I
(“Scheme I”), a scheme of Emerging India Credit Opportunities Fund (“Fund”) settled as a contributory
determinate trust under the Indian Trusts Act, 1882 and registered as a Category II Alternative
Investment Fund with the Securities and Exchange Board of India under the Securities and Exchange
Board of India (Alternative Investment Funds) Regulations, 2012. This Memorandum shall not be
reproduced or provided to others without the prior written permission of the Investment Manager.
The information contained in this Memorandum may not be provided to others who are not directly
concerned with your decision regarding such investment. By accepting delivery of this Memorandum, you
agree to the foregoing, and to return this Memorandum if you do not invest in the Units of Scheme I, as
the case may be. Investors are requested to note that no returns from Scheme I is assured or
guaranteed.
Name: ___________________ Copy No.___________________
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IMPORTANT NOTICES
AN INVESTMENT IN SCHEME I IS SUITABLE FOR SOPHISTICATED INVESTORS ONLY

INCLUDING PRIVATE INVESTORS SUCH AS FINANCIAL INSTITUTIONS, FUND OF FUNDS,
DEVELOPMENT FINANCE INSTITUTIONS, MULTILATERAL INSTITUTIONS, SOVEREIGN
WEALTH FUNDS, ENDOWMENT FUNDS, PENSION FUNDS, FAMILY OFFICES, BANKS,
INSURANCE COMPANIES, HIGH NET WORTH INDIVIDUALS, HUFs, BODY CORPORATES,
FEEDER FUNDS (IF ANY) AND/OR OTHER SOPHISTICATED INVESTORS, AND REQUIRES THE
FINANCIAL ABILITY AND WILLINGNESS TO REMAIN INVESTED FOR THE TOTAL TERM OF
SCHEME I, TO ACCEPT THE HIGH RISKS AND LACK OF LIQUIDITY INHERENT IN AN
INVESTMENT IN A FUND OF THIS NATURE.
NO ASSURANCE CAN BE GIVEN THAT SCHEME I’S INVESTMENT OBJECTIVE OR

INVESTMENT STRATEGY WILL BE ACHIEVED. THERE CAN BE NO ASSURANCE THAT
SCHEME I WILL ACHIEVE ITS TARGET RETURNS OR RETURNS COMPARABLE TO THOSE
ACHIEVED BY THE ENTITIES WITH WHICH THE SPONSOR OR THE INVESTMENT MANAGER
OR THEIR AFFILIATES HAVE BEEN ASSOCIATED.
SCHEME I IS CLOSE ENDED WITH A TERM OF 4.5 YEARS FROM THE FINAL CLOSING. NO
EXIT SHALL BE AVAILABLE TO THE INVESTORS UNTIL THE END OF THE TERM.
(Signature of Investor)
Name of Investor: _________________
Name of the Investment Manager: Investec Capital Services (India) Private Limited
Name of Distributor (if applicable): ___________
Date: ____________________
Place: ___________________
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DISCLAIMERS
THIS CONFIDENTIAL MEMORANDUM IS ISSUED IN CONNECTION WITH AND RELATES TO AN

INVESTMENT IN THE UNITS OF SCHEME I. THE FUND IS REGISTERED WITH SEBI AS A
CATEGORY II AIF UNDER THE AIF REGULATIONS. SCHEME I IS THE FIRST SCHEME OF THE
FUND. THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER OR A SOLICITATION OF AN
OFFER TO SUBSCRIBE TO THE UNITS DESCRIBED HEREIN FROM ANY PERSON OTHER
THAN THE PERSON WHOSE NAME APPEARS ON THE COVER PAGE OF THIS MEMORANDUM.
NO PERSON, OTHER THAN SUCH PERSON, RECEIVING A COPY OF THIS MEMORANDUM
MAY TREAT THE SAME AS CONSTITUTING AN OFFER OR A SOLICITATION OF AN OFFER TO
SUBSCRIBE TO THE UNITS OF SCHEME I DESCRIBED HEREIN.
THE INFORMATION IN THIS MEMORANDUM FOR SCHEME I IS NOT COMPLETE AND MAY BE
CHANGED. THIS MEMORANDUM IS NOT AN OFFER TO SUBSCRIBE TO THE UNITS AND DOES
NOT SOLICIT AN OFFER TO SUBSCRIBE TO UNITS IN ANY JURISDICTION WHERE THE OFFER
OR SALE IS NOT PERMITTED. AN OFFER OR SOLICITATION IN RESPECT OF THE UNITS IN
SCHEME I WILL BE MADE ONLY THROUGH THE FINAL FORM OF SCHEME I’S PRIVATE
PLACEMENT MEMORANDUM AND MAY BE SUBJECT TO MATERIAL UPDATING, REVISION,
CORRECTION, COMPLETION AND AMENDMENT.
STATEMENTS CONTAINED HEREIN INCLUDE STATEMENTS OF CIRCUMSTANCES, WHICH

MAY EXIST ON THE DAY ON WHICH THIS MEMORANDUM IS CIRCULATED BUT MAY NOT
EXIST ON THE DATE ON WHICH THE FINAL FORM OF SCHEME I’S PRIVATE PLACEMENT
MEMORANDUM IS CIRCULATED.
THE INFORMATION IN THIS MEMORANDUM IS CURRENT AS AT THE DATE OF THIS

MEMORANDUM OR SUCH OTHER DATE AS MAY BE SET OUT IN THE MEMORANDUM, AND
MAY BE SUPPLEMENTED, AMENDED OR MODIFIED FROM TIME TO TIME BY ANY FURTHER
INFORMATION IN A SUPPLEMENTAL INFORMATION MEMORANDUM IN WHICH EVENT THE
INFORMATION IN THIS MEMORANDUM SHALL BE READ AS SUPPLEMENTED, AMENDED OR
MODIFIED BY SUCH ADDITIONAL INFORMATION, AS THE CASE MAY BE. THE
SUPPLEMENTAL INFORMATION MEMORANDUM SHALL BE PROVIDED TO THE INVESTORS
WITHIN 1 MONTH FROM THE END OF THE FINANCIAL YEAR IN WHICH THE MEMORANDUM IS
SUPPLEMENTED, AMENDED OR MODIFIED.
NOTWITHSTANDING ANYTHING CONTAINED IN SCHEME DOCUMENTS, THE INVESTMENT

MANAGER SHALL CONTINUE TO BE RESPONSIBLE FOR THE COMPLIANCE WITH THE AIF
REGULATIONS, SEBI CIRCULARS, AND THE DIRECTIONS ISSUED BY SEBI, FROM TIME TO
TIME, IN RELATION TO OPERATIONS AND REPORTING BY AIFS. THE INVESTMENT MANAGER
HAS TAKEN ALL REASONABLE CARE TO ENSURE THAT THE INFORMATION IN THIS
MEMORANDUM IS TRUE AND ACCURATE IN ALL MATERIAL RESPECTS AND THAT THERE
ARE NO MATERIAL FACTS OMITTED, THE OMISSION OF WHICH WOULD MAKE ANY
STATEMENT IN THIS MEMORANDUM, WHETHER OF FACT OR OPINION, MISLEADING. NO
OTHER REPRESENTATION, WARRANTY OR UNDERTAKING IS GIVEN IN RESPECT OF THE
INFORMATION IN THIS MEMORANDUM BY THE INVESTMENT MANAGER OR BY ANY OTHER
PERSON AND NEITHER THE INVESTMENT MANAGER NOR ANY OTHER PERSON TAKES
RESPONSIBILITY FOR THE CONSEQUENCES OF RELIANCE UPON ANY STATEMENT OR
INFORMATION CONTAINED IN, OR ANY OMISSIONS FROM, THIS MEMORANDUM.
PROSPECTIVE INVESTORS SHOULD REVIEW SCHEME DOCUMENTS CAREFULLY. NOTHING

IN THIS MEMORANDUM, THE INFORMATION CONTAINED IN IT OR ANY OTHER INFORMATION
SUPPLIED IN CONNECTION WITH SCHEME I (OTHER THAN OTHER SCHEME DOCUMENTS,
THE TERMS SET OUT IN THE PRINCIPAL TERMS OF SCHEME I SECTION OF THIS
MEMORANDUM TO THE EXTENT INCORPORATED IN OTHER SCHEME DOCUMENTS BY
REFERENCE, AND THE CONFIDENTIALITY UNDERSTANDING CONTAINED HEREIN) SHALL
FORM THE BASIS OF ANY CONTRACT.
THE UNITS OF SCHEME I ARE NOT BEING OFFERED FOR SALE OR SUBSCRIPTION, BUT ARE
BEING PRIVATELY PLACED WITH A LIMITED NUMBER OF SOPHISTICATED INVESTORS ONLY,
INCULDING PRIVATE INVESTORS INCLUDING FINANCIAL INSTITUTIONS, FUND OF FUNDS,
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DEVELOPMENT FINANCE INSTITUTIONS, MULTILATERAL INSTITUTIONS, SOVEREIGN
WEALTH FUNDS, ENDOWMENT FUNDS, PENSION FUNDS, FAMILY OFFICES, BANKS,
INSURANCE COMPANIES, HIGH NET WORTH INDIVIDUALS, HUFs, BODY CORPORATES,
FEEDER FUNDS (IF ANY) AND/OR OTHER SOPHISTICATED INVESTORS AS PER THE AIF
REGULATIONS. NO PERSON HAS BEEN AUTHORISED IN CONNECTION WITH THIS OFFERING
TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS OTHER THAN AS
CONTAINED IN THIS MEMORANDUM AND ANY SUPPLEMENT THERETO. THIS MEMORANDUM
MAY BE SUBJECT TO MATERIAL UPDATING, REVISION, CORRECTION, COMPLETION AND
AMENDMENT. PLEASE DIRECT ANY ENQUIRIES TO INVESTMENT MANAGER. UNITS
DESCRIBED HEREIN HAVE NOT BEEN FILED WITH OR APPROVED BY SEBI OR ANY OTHER
LEGAL OR REGULATORY AUTHORITY IN INDIA, NOR HAS ANY SUCH REGULATORY
AUTHORITY PASSED UPON OR ENDORSED THE ACCURACY OR ADEQUACY OF THIS
MEMORANDUM.
UNLESS OTHERWISE DEFINED, CAPITALISED TERMS USED THROUGHOUT THIS

MEMORANDUM WILL HAVE THE MEANINGS ASCRIBED TO SUCH TERMS IN THE GLOSSARY
IN “SECTION XV: GLOSSARY” HERETO.
THIS MEMORANDUM HAS BEEN PREPARED ON THE ASSUMPTION THAT THE LEGAL AND
TAX STRUCTURE REQUIRED TO CONDUCT THE ACTIVITIES OF SCHEME I HAS BEEN FULLY
IMPLEMENTED AND THAT ALL REQUISITE LEGAL, REGULATORY, TAX AND OTHER
CLEARANCES HAVE BEEN OBTAINED BY THE FUND, SPONSOR, INVESTMENT MANAGER,
AND/OR THEIR AFFILIATES (AS RELEVANT). WHILE THE FUND IS REGISTERED WITH SEBI AS
A CATEGORY II AIF UNDER THE AIF REGULATIONS, SEBI, BY VIRTUE OF GRANTING SUCH
REGISTRATION DOES NOT VOUCH IN ANY MANNER FOR THE FINANCIAL SOUNDNESS OF
SCHEME I OR ITS MANAGEMENT OR THE CORRECTNESS OR THE ADEQUACY OF ANY
STATEMENT IN THIS MEMORANDUM. THE INVESTMENT MANAGER IS NOT AND WILL NOT BE
REGISTERED WITH SEBI IN RELATION TO ITS MANAGEMENT OF FUND. FURTHER, THE
UNITS HAVE NOT BEEN RECOMMENDED BY SEBI OR ANY REGULATORY AUTHORITY IN
INDIA OR ANY OTHER JURISDICTION (IF APPLICABLE).
ANY REPRODUCTION OR DISTRIBUTION OF THIS MEMORANDUM, IN WHOLE OR IN PART, OR

THE DISCLOSURE OF ITS CONTENTS, WITHOUT THE PRIOR WRITTEN CONSENT OF THE
INVESTMENT MANAGER, IS PROHIBITED AND EXCEPT AS MAY BE EXPRESSLY AUTHORISED
HEREIN, ALL RECIPIENTS AGREE THAT THEY WILL KEEP CONFIDENTIAL ALL INFORMATION
CONTAINED HEREIN AND NOT ALREADY IN THE PUBLIC DOMAIN AND WILL USE THIS
MEMORANDUM FOR THE SOLE PURPOSE OF EVALUATING A POSSIBLE INVESTMENT IN
SCHEME I. BY ACCEPTING DELIVERY OF THIS MEMORANDUM, EACH PROSPECTIVE
INVESTOR AGREES TO THE FOREGOING. EACH PERSON ACCEPTING THIS MEMORANDUM
HEREBY AGREES TO RETURN IT TO SCHEME I OR THE INVESTMENT MANAGER PROMPTLY
UPON REQUEST.
THIS MEMORANDUM IS NOT INTENDED TO BE, AND MUST NOT BE TAKEN AS, THE SOLE
BASIS FOR AN INVESTMENT DECISION. THE INFORMATION ON TAXATION AND LEGAL AND
REGULATORY CONSIDERATIONS CONTAINED IN THIS MEMORANDUM IS ONLY AN
INDICATIVE SUMMARY AND IS NOT INTENDED TO BE A COMPLETE DISCUSSION OF ALL TAX
AND LEGAL AND REGULATORY CONSIDERATIONS. THE CONTENTS OF THIS MEMORANDUM
ARE NOT TO BE CONSTRUED AS INVESTMENT, LEGAL, OR TAX ADVICE. IN MAKING AN
INVESTMENT DECISION, PROSPECTIVE INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF SCHEME I AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS
AND RISKS INVOLVED IN MAKING AN INVESTMENT IN SCHEME I AND THE LEGALITY AND
TAX CONSEQUENCES INCLUDING WITHIN THE COUNTRIES OF THEIR CITIZENSHIP,
RESIDENCE, DOMICILE AND/OR PLACE OF BUSINESS WITH RESPECT TO THE ACQUISITION,
HOLDING OR DISPOSAL OF THEIR INVESTMENTS IN SCHEME I, AND ANY FOREIGN
EXCHANGE RESTRICTIONS THAT MAY BE RELEVANT. IN PARTICULAR, PROSPECTIVE
INVESTORS MUST READ AND OBSERVE THE INFORMATION ABOUT CERTAIN LEGAL AND
REGULATORY MATTERS CONTAINED IN “SECTION XVI: SUPPLEMENTARY INFORMATION”
UNDER THE PARAGRAPH “CERTAIN OFFERING NOTICES” OF THIS MEMORANDUM IN
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RESPECT OF ANY JURISDICTIONS IN WHICH THEY ARE BASED, OPERATE OR IN WHICH
THEY HAVE RECEIVED THIS MEMORANDUM. IF SUCH A JURISDICTION IS NOT SPECIFIED IN
THE SAID SECTION, THE PROSPECTIVE INVESTOR SHOULD IMMEDIATELY CONTACT THE
INVESTMENT MANAGER. PROSPECTIVE INVESTORS ARE URGED TO CONSULT WITH THEIR
OWN ADVISORS WITH RESPECT TO THE LEGAL, TAX, REGULATORY, FINANCIAL, AND
ACCOUNTING CONSEQUENCES OF THEIR INVESTMENT IN SCHEME I. INVESTMENT IN THE
UNITS INVOLVES CERTAIN SIGNIFICANT INVESTMENT RISKS, INCLUDING THE RISK OF LOSS
OF CAPITAL. POTENTIAL INVESTORS SHOULD PAY PARTICULAR ATTENTION TO THE
INFORMATION UNDER THE CAPTIONS “SECTION IX: CONFLICTS OF INTEREST” AND
“SECTION X: RISK FACTORS” OF THIS MEMORANDUM. AN INVESTMENT IN SCHEME I IS
SUITABLE ONLY FOR SOPHISTICATED INVESTORS AND INSTITUTIONAL INVESTORS AND
REQUIRES THE FINANCIAL ABILITY AND WILLINGNESS TO ACCEPT THE HIGH RISKS AND
LACK OF LIQUIDITY INHERENT IN AN INVESTMENT IN SCHEME I OF THIS NATURE. NO
ASSURANCE CAN BE GIVEN THAT SCHEME I’S OBJECTIVE OR INVESTMENT STRATEGY WILL
BE ACHIEVED.
EACH PROSPECTIVE INVESTOR MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF AN

INVESTMENT IN SCHEME I FOR AN INDEFINITE PERIOD GIVEN THAT THE UNITS ARE
SUBJECT TO RESTRICTIONS ON TRANSFER, REDEMPTIONS AND SALE AS CONTAINED IN
THE SCHEME DOCUMENTS AND AS UNDER APPLICABLE LAW. EACH PROSPECTIVE
INVESTOR IS INVITED TO MEET WITH REPRESENTATIVES OF SCHEME I AND THE
INVESTMENT MANAGER TO DISCUSS WITH, ASK QUESTIONS TO AND RECEIVE ANSWERS
FROM SUCH REPRESENTATIVES CONCERNING THE TERMS AND CONDITIONS OF THIS
OFFERING, AND TO OBTAIN ANY ADDITIONAL INFORMATION, TO THE EXTENT THAT SUCH
REPRESENTATIVES POSSESS SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT
UNREASONABLE EFFORT OR EXPENSE. NEITHER SCHEME I, NOR THE INVESTMENT
MANAGER IS MAKING ANY REPRESENTATION OR WARRANTY TO ANY INVESTOR
REGARDING THE LEGALITY OF AN INVESTMENT IN SCHEME I BY SUCH INVESTOR OR
ABOUT THE INCOME AND OTHER TAX CONSEQUENCES TO IT OF SUCH AN INVESTMENT.
THIS MEMORANDUM IS QUALIFIED IN ITS ENTIRETY BY THE FORMS OF OTHER SCHEME

DOCUMENTS, AS APPLICABLE, PROVIDED ON REQUEST BY A PROSPECTIVE INVESTOR,
AND ANY CONFLICT BETWEEN ANY STATEMENT MADE HEREIN AND ANY PROVISION OF
THE OTHER SCHEME DOCUMENTS, AS APPLICABLE, WILL BE RESOLVED IN FAVOUR OF
THE OTHER SCHEME DOCUMENTS.
FURTHERMORE, NO AUTHORITY HAS CONFIRMED THE ACCURACY OR DETERMINED THE

ADEQUACY OF THIS MEMORANDUM.
INFORMATION AND DATA PROVIDED HEREIN INCLUDING ECONOMIC AND FINANCIAL

MARKET INFORMATION AND CERTAIN FORWARD LOOKING STATEMENTS HAVE BEEN
BASED ON: (I) INTERNAL RESEARCH OF THE INVESTMENT MANAGER; AND/OR (II)
RESEARCH REPORTS AND OTHER DOCUMENTS PUBLISHED BY THIRD PARTIES; AND/OR
(III) PUBLICLY AVAILABLE DATA. WHILE SUCH SOURCES ARE BELIEVED TO BE RELIABLE,
NONE OF SCHEME I, THE INVESTMENT MANAGER, AND THEIR RESPECTIVE AFFILIATES, OR
ANY OTHER PERSON ASSUME ANY RESPONSIBILITY FOR THE ACCURACY OF SUCH
INFORMATION. THE STATEMENTS IN THIS MEMORANDUM WHICH CONTAIN TERMS SUCH AS
“MAY”, “WILL”, “SHOULD”, “EXPECT”, “ANTICIPATE”, “ESTIMATE”, “INTEND”, “CONTINUE” OR
“BELIEVE”, OR THE NEGATIVES THEREOF OR OTHER VARIATIONS THEREOF OR
COMPARABLE TERMINOLOGY ARE FORWARD-LOOKING STATEMENTS AND NOT
HISTORICAL FACTS. CERTAIN INFORMATION CONTAINED HEREIN REPRESENTS OR IS
BASED UPON SUCH FORWARD LOOKING STATEMENTS OR INFORMATION. SCHEME I AND
THE INVESTMENT MANAGER BELIEVE THAT SUCH STATEMENTS AND INFORMATION ARE
BASED UPON REASONABLE ESTIMATES AND ASSUMPTIONS.
HOWEVER, FORWARD LOOKING STATEMENTS AND INFORMATION ARE INHERENTLY

UNCERTAIN, AND FACTORS SUCH AS THOSE DESCRIBED IN “SECTION IX: CONFLICTS OF
INTEREST” AND “SECTION X: RISK FACTORS” AND OTHER FACTORS MAY CAUSE ACTUAL
EVENTS OR RESULTS TO DIFFER FROM THOSE PROJECTED. THEREFORE, UNDUE
RELIANCE SHOULD NOT BE PLACED ON SUCH FORWARD LOOKING STATEMENTS AND
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INFORMATION. NO REPRESENTATIONS ARE MADE AS TO THE ACCURACY OF SUCH
STATEMENTS, ESTIMATES OR PROJECTIONS, AND SCHEME I OR THE INVESTMENT
MANAGER DO NOT HAVE ANY OBLIGATION TO UPDATE ANY SUCH INFORMATION. ALL TIME
SENSITIVE REPRESENTATIONS AND REFERENCES CONTAINED IN THIS MEMORANDUM ARE
MADE AS OF THE DATE MENTIONED ON THE COVER PAGE TO THIS MEMORANDUM,
UNLESS OTHERWISE SPECIFIED IN THIS MEMORANDUM. THE DELIVERY OF THIS
MEMORANDUM DOES NOT IMPLY THAT ANY OTHER INFORMATION HEREIN IS CORRECT AS
OF ANY TIME OTHER THAN THE DATE MENTIONED ON THE COVER PAGE TO THIS
MEMORANDUM OR ELSEWHERE IN THIS MEMORANDUM. THE INVESTMENT MANAGER
RESERVES THE RIGHT TO WITHDRAW OR MODIFY ANY OF THE TERMS OF THE OFFERING
AND THE UNITS DESCRIBED HEREIN AT ANY TIME IN ACCORDANCE WITH THE PROVISIONS
OF SCHEME DOCUMENTS.
GIVEN THAT THE INVESTMENT MANAGER IS A FOREIGN OWNED OR CONTROLLED ENTITY,

ANY DOWNSTREAM INVESTMENT BY SCHEME I WILL BE IN COMPLIANCE WITH SCHEDULE
VIII OF THE FEMA RULES AND THE INVESTMENT MANAGER WILL COMPLY WITH ALL
REPORTING REQUIREMENT UNDER THE FEMA REPORTING REGULATIONS.
STATEMENTS OF LAW MADE IN THIS MEMORANDUM ARE BASED ON THE LAWS IN FORCE
AS OF JULY 31 2021 OR OTHERWISE SPECIFIED. HOWEVER, THESE LAWS ARE SUBJECT TO
CHANGE.
Name of the Investment Manager: Investec Capital Services (India) Private Limited
Name of Contact Person: Ranjan Kocherry / Kuldeep Sharma
Address: 1103 and 1104 Parinee Cresenzo, 11th Floor, “B” Wing, Bandra Kurla Complex, Mumbai –
400 051 (INDIA)
Telephone No.: Ranjan Kocherry - 9833365755 / Kuldeep Sharma: 8955405104
E-mail: aif_eicof@investec.co.in
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PART - A
DIRECTORY
Sponsor
Name: Investec Capital Services (India) Private Limited
Registered Address: 1103 and 1104 Parinee Cresenzo, 11th Floor, “B” Wing, Bandra
Kurla Complex, Mumbai – 400 051 (India)
Communication Address: Same as registered address
Tel: 022 6849 7400
Investment Manager
Name: Investec Capital Services (India) Private Limited
Registered Address: 1103 and 1104 Parinee Cresenzo, 11th Floor, “B” Wing, Bandra
Tel: 022 6849 7400
Trustee
Name: Vistra ITCL (India) Limited
Registered Address: The IL&FS Financial Centre, Plot C- 22, G Block, 7th Floor, Bandra
Kurla Complex, Bandra (East), Mumbai 400051
Tel: + 91 22 26593535
E-mail: itclcomplianceofficer@vistra.com
Legal Advisor
Name: AZB & Partners, Mumbai
Registered Address: AZB House, Peninsula Corporate Park, Ganpatrao Kadam Marg,
Lower Parel, Mumbai – 400013, India
Tax Advisor
Name: PricewaterhouseCoopers Private Limited
Registered Address: PwC House, Plot 18/A, Guru Nanak Road (Station Road),
Bandra (West), Mumbai – 400 050, India
Custodian
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Name: A custodian registered with SEBI will be appointed by the
Investment Manager.
Registered Address: Not applicable
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TABLE OF CONTENTS
SECTION I: EXECUTIVE SUMMARY .................................................................................................... 1

SECTION II: MARKET OPPORTUNITY .............................................................................................. 15
SECTION III: INVESTMENT STRATEGY AND PROCESS ................................................................ 17
SECTION IV: FUND STRUCTURE ...................................................................................................... 23
SECTION V: GOVERNANCE STRUCTURE ....................................................................................... 25
SECTION VI: TRACK RECORD .......................................................................................................... 44
SECTION VII: PRINCIPAL TERMS OF SCHEME I ............................................................................. 48
SECTION VIII: PRINCIPLES OF PORTFOLIO VALUATION.............................................................. 85
SECTION IX: CONFLICTS OF INTEREST .......................................................................................... 86
SECTION X: RISK FACTORS.............................................................................................................. 90
SECTION XI: LEGAL, REGULATORY, AND TAX CONSIDERATIONS .......................................... 103
SECTION XII: ILLUSTRATION OF FEES AND EXPENSES ............................................................ 156
SECTION XIII: DISTRIBUTION WATERFALL .................................................................................. 159
SECTION XIV: DISCIPLINARY HISTORY......................................................................................... 165
SECTION XV: GLOSSARY ................................................................................................................ 167
SECTION XVI: SUPPLEMENTARY INFORMATION……………………………………………………179
SECTION I: EXECUTIVE SUMMARY
The principal terms of the offering are summarised below. The information in this section is subject to
more detailed information provided elsewhere in this Memorandum. Investors should read the entire
Memorandum carefully before making an investment in the Units of Scheme I.
S. TERM PARTICULARS
NO.
1. The Trust  Name of the AIF: Emerging India Credit Opportunities Fund
 Registration No. of AIF: IN/AIF2/20-21/0869
 Category of Registration: Category II AIF
2. The Scheme  Emerging India Credit Opportunities Fund I (“Scheme I”)
3. The Investment  Name: Investec Capital Services (India) Private Limited

Manager
 Nature of entity: A private limited company incorporated under
the Companies Act, 1956.
 Registered Address: 1103 and 1104 Parinee Cresenzo, 11th
Floor, “B” Wing, Bandra Kurla Complex, Mumbai – 400 051
(India)
4. Sponsor Same as the Investment Manager
5. Affiliate Not applicable
6. Investment The objective and the investment strategy of the Fund shall be, through
objective and the Schemes, to carry on the activity of a Category II AIF, as permissible
strategy under the AIF Regulations, for the purpose of raising capital on private
placement basis for making Portfolio Investments.
The investment objective of Scheme I is to make investments in typically
senior, secured credit investments in mid-market Portfolio Vehicles
across diversified sectors and to provide Unit Holders with stable returns
by making investments in Portfolio Vehicles through permissible
instruments.
The investments will be made primarily through listed or unlisted,
convertible or non-convertible, fixed or floating rate bonds/ debentures/
preference shares at the discretion of the Investment Manager, where
such investments are in accordance with the Investment Objective and
Strategy of Scheme I. Investec Group is a sustainability conscious group
and is well positioned in global ESG ratings.
7. Investment Scheme I will make investments in Portfolio Vehicles, subject to the AIF
Allocation Regulations “Section III: Investment Objective, Strategy and Process” of
this Memorandum. Scheme I may make investments in Portfolio
Vehicles domiciled outside India, subject to the AIF Regulations.
8. Target Corpus  Target Corpus: Scheme I is seeking to accept Capital

Commitments aggregating up to INR 10,000,000,000 (Rupees
Ten Billion) (including the Sponsor Commitment). Subject to the
AIF Regulations, the Investment Manager may, in its sole
discretion, choose to close Scheme I at a lower size.
 Green shoe option: Scheme I will have a green shoe option to
accept additional Capital Commitments aggregating up to INR
10,000,000,000 (Rupees Ten Billion) at the discretion of the
S. TERM PARTICULARS
NO.
Investment Manager.
9. Classes of Units Scheme I will initially issue following classes of units (“Units”) to Unit
Holders:
Classes Eligible Persons Management Preferred

of Unit Fee payable Return
(on a pre-
(excluding
tax basis)
applicable
GST)
A Class A Units of Scheme I to Per sub-class Per sub-

be issued to investors class
resident in India and / or
Non-Resident Indian as the
case may be on the basis of
their respective Capital
Contributions to Scheme I
(“Class A Units” and the
holders thereof, the “Class
A Unit Holders”).
A1 Class A1 Units will be 1.50% 11% in

allotted to Eligible Person INR terms
who are resident in India and
/ or Non-Resident Indian as
the case may be and (a) will
make Capital Commitment
of at least INR 10,000,000
(Rupees Ten Million) but
less than INR 250,000,000
(Rupees Two Hundred and
Fifty Million); and/or (b)
together with their Affiliates,
as determined by the
Investment Manager (in
accordance with the AIF
Regulations), will make a
Capital Commitment
aggregating to less than INR
250,000,000 (Rupees Two
Hundred and Fifty Million)

who are resident in India and
/ or Non-Resident Indian as
the case may be and (a) will
S. TERM PARTICULARS
NO.
Capital Commitment
aggregating to at least INR
250,000,000 (Rupees Two
Hundred and Fifty Million)
B Class B Units of Scheme I to Per sub-class Per sub-

be issued to the investors class
who are resident outside
India (excluding Non-
Resident Indian), on the
basis of their respective
Capital Contributions to
Scheme I (“Class B Units”
and the holders thereof, the
“Class B Unit Holders”).
B1 Class B1 Units will be 1.50% 11% in

India (but excluding Non-
Resident Indian) and (a) will
(Rupees Ten Million) but
less than INR 250,000,000
Capital Commitment
aggregating to less than INR
250,000,000 (Rupees Two
Hundred and Fifty Million).

India (excluding Non-
Resident Indian) and (a) will
Regulations), will make than
INR 250,000,000 (Rupees
Two Hundred and Fifty
Million).
S. TERM PARTICULARS
NO.
C Class C Units of Scheme I to Nil Not

be issued to the Sponsor applicable
and its Affiliates and/or
employees and/or directors
of the Sponsor/Investment
Manager as the Sponsor /
Investment Manager may
designate on the basis of its
respective Capital
(“Class C Units” and the
C Unit Holders”).
C1 Class C1 Units of Scheme I Nil Not

to be issued to the Sponsor applicable
towards the Continuing
Commitment, on the basis of
its respective Capital
(“Class C1 Units” and the
C1 Unit Holders”).
C2 Class C2 Units of Scheme I Nil Not

to be issued to the Sponsor applicable
and its Affiliates and/or
employees and/or directors
of the Sponsor/Investment
Manager as the Sponsor /
Investment Manager may
designate towards their
Additional Commitment, on
the basis of its respective
Scheme I (“Class C2 Units”
and the holders thereof, the
“Class C2 Unit Holders”).
The Class A Unit Holders, Class B Unit Holders and holders of Units of
any other Class (excluding Class C Unit Holders) issued by Scheme I
shall collectively be referred to as the “Investors” and together with the
Class C Unit Holders shall be referred to as the “Unit Holders”.
The Units shall be issued at face value. The face value of the Units shall
be INR 100,000. The Units will have no voting rights except for the right
to vote on proposed changes to its Class rights and on other matters as
set forth in Scheme Documents and the AIF Regulations. However, the
Units may also include a fraction of a Unit evidencing such Capital
Contribution of a value less than the face value of the Units, for
operational reasons.
As may be necessary or desirable from time to time (including to

accommodate the legal, tax, regulatory and/or other requirements of Unit
Holders), the Trustee and/or the Investment Manager (on behalf of
Scheme I) may issue Classes or Sub-classes of Units other than Class A
Units, Class B Units, or Class C Units, providing the holders thereof with
S. TERM PARTICULARS
NO.
rights that differ from those of the holders of other Classes or Sub-
classes of Units, but in each case without adversely affecting the rights
and interests of any other then existing Class or Sub-class of Units
unless consents are obtained from, or such matter has been consented
to by, the applicable Unit Holders.
10. Term of the The term of the Fund will be 20 years from the date of the execution of
Fund and the Indenture. Scheme I’s term will commence from the Initial Closing
Scheme I and will end 4.5 years from the Final Closing
11. Minimum Capital  Minimum Commitment:

Commitment
Class A1 Units INR 10 million
Class A2 Units INR 250 million
Class B1 Units INR 10 million
Class B2 Units INR 250 million
Class C1 Units Continuing Commitment: An amount which is

the lower of INR 50 million or 2.5% of the
Aggregate Capital Commitments received by
Scheme I.
Class C2 Units INR 10 million
However, the Investment Manager may, in its sole discretion, accept

Commitments for lesser amounts, subject to the AIF Regulations.
12. Sponsor  Sponsor Commitment: For the purposes of the AIF Regulations,
Commitment the Sponsor’s Capital Commitment to the Fund (including
Scheme I) will be of an amount which is the lower of INR 50
million or 2.5% of the Aggregate Capital Commitments received
by Scheme I (“Continuing Commitment”).
 Additional Amount: In addition to the Continuing Commitment, the
Sponsor will (directly or indirectly through its Affiliates) make
Capital Commitment by subscribing in Class C Units for such
additional amounts (the “Additional Commitment” and together,
with the Continuing Commitment, the “Sponsor Commitment”),
such that Sponsor Commitment is INR 300,000,000 (Rupees
Three Hundred Million) or 3% of Aggregate Capital
Commitments, whichever is lower.
 Class of Units issued against Sponsor Commitment: Class C
Units will be issued for subscription by the Sponsor and/or its
Affiliates towards the Sponsor Commitment.
 Terms of co-investment by Affiliates of the Investment
Manager/Sponsor:
(a) Scheme I will not make any Portfolio Investment, unless the
Affiliates of the Investment Manager/ Sponsor (“Sponsor Co-
Investor”) also co-invest with Scheme I, at same terms as
Scheme I after Initial Closing, 25% of Scheme I’s investment
amount (“Minimum Sponsor Co-investment”) in each
Portfolio Investment.
S. TERM PARTICULARS
NO.
(b) The outstanding Minimum Sponsor Co-investment when

aggregated across all Portfolio Investments will be capped at
INR 2,500,000,000 (INR Two Billion and Five Hundred Million).
However, the Sponsor Co-Investor and Investment Manager
may exceed the aforementioned cap of INR 2,500,000,000
(INR Two Billion and Five Hundred Million) at their discretion.
(c) Co-investment will mean any investment by Persons including

the Investors, as determined by the Investment Manager (“Co-
investors”) along with Scheme I and the Sponsor Co-investor,
in the same Portfolio Investment, pursuant to a co-investment
opportunity offered to the Co-investors by the Investment
Manager and/or its Affiliates (“Co-investment”).
(d) For any investment opportunity that falls within the Investment
Objective and Strategy of Scheme I, Scheme I will be provided
the first opportunity to invest up to the maximum Investible
Funds (in line with the Scheme I’s Investment Objective and
Strategy, policies and Applicable Law) in such investment
opportunity along with Minimum Sponsor Co-investment by the
Sponsor Co-investor.
(e) In case Scheme I along with the Sponsor Co-investor is not

able to fully utilize an investment opportunity, the excess
amounts of such investment opportunity shall be offered to the
Co-investors. Co-investors may include Affiliates of the
Investment Manager/ Sponsor and/or any third parties. The
Investment Manager will ensure that the terms offered to Co-
investors will be no more favourable than those offered to
Scheme I, subject to legal, tax, regulatory, or other similar
considerations. However, the Investment Manager and/or its
Affiliates may receive fees and/or other compensation on the
investment opportunity (including Portfolio Investment,
Minimum Sponsor Co-investment and the Co-Investment by
Co-investors), from the Portfolio Vehicles (or their Affiliates or
sponsors) or Co-investors or any other party, which will not be
considered as Other Fees subject to Offset .
(f) Any such Co-investment may be made available through a

structure determined by the Investment Manager, which may
include one or more pooling and/or investing vehicles formed
subject to Applicable Law, requirements of AIF Regulations, if
applicable, and other conditions as the Investment Manager
may, in its discretion, impose with or without payment of an
additional return, management fee or other fees.
(g) Scheme I, the Sponsor Co-investor and each Co-investor shall

bear their own expenses and costs in relation to the Co-
investment, and Scheme I shall not be liable to bear the
expenses or costs of any other Co-Investor.
(h) For the avoidance of doubt: (i) each of Scheme I and the Co-
investors participating in any investment opportunity will act
independently and not as an agent of the other; (ii) each of
Scheme I and the Co-investors will make their own decisions
on investments and divestments and be entitled to the income
S. TERM PARTICULARS
NO.
and losses arising from their investments; and (iii) Scheme I
and the Co-investors are not expected to act jointly or make
any joint decisions and shall not form, or be deemed to have
formed, and it will never be the intent that they form any joint
venture or partnership for the purpose of making such
investments.
(i) Until the end of the Investment Period, if Scheme I rejects an

investment opportunity in a potential portfolio vehicle, Sponsor
Co-investor shall also not invest in such investment opportunity.
However, the foregoing will not apply where Scheme I is unable
to invest in such investment opportunity on account of
unavailability of Undrawn Commitments and Investible Funds,
and/or such an investment opportunity being outside the scope
of (i) the terms of the Scheme Documents, and/or (ii)
Investment Objective and Strategy, investment policy, and/or
concentration norms of Scheme I, and/or (iii) AIF Regulations
and Applicable Law.
(j) The Minimum Sponsor Co-investment shall be subject to

Applicable Law at all times.
Please refer to sub-section titled “Sponsor Commitment” under “Section
VII: Principal Terms of Scheme I”.
13. Investment  Definition: The period during which Unit Holders’ Aggregate
Period Capital Commitments may be drawn down, committed or
reserved for the purpose of making Portfolio Investments.
 Duration: Scheme I’s Investment Period will commence from the
date of Initial Closing and will terminate on the last day of the 42
months of the Final Closing.
 The Investment Period will terminate earlier, if applicable, on the
date: (i) on which the Investment Manager determines, in its sole
discretion, that Scheme I is fully invested, taking into account any
Undrawn Commitments that are required by Scheme I to make
prospective Follow-on Investments, investments that are in
process for which Scheme I has entered into definitive
agreements, letters of intent, memorandum of understandings or
any such document, fund expenses and/or other liabilities and
obligations of Scheme I following the end of the Investment
Period; or (ii) on which the Investment Manager determines it to
be impracticable to continue Portfolio Investments.
 Notwithstanding anything stated above, the Investment Period
will be suspended temporarily on the date on which: (i) the
Aggregate Capital Commitments made by the Unit Holders in a
currency other than INR are fully utilised prior to Aggregate
Capital Commitments made by Unit Holders in INR having been
fully utilised, or (ii) the Aggregate Capital Commitments made by
the Unit Holders in INR are fully utilised prior to the Aggregate
Capital Commitments received in a currency other than INR
having been fully utilised. Notwithstanding anything stated above,
the Investment Period shall not be deemed suspended for the
purposes of making investments pursuant to Clause 28 (Re-
investments); or (iii) if the Investment Manager is removed
pursuant to Clause 33 of this section of the Memorandum.
S. TERM PARTICULARS
NO.
 Extension: Not Applicable
14. Drawdowns  Purpose for which drawdown can be made: Capital Commitments
will be drawn down to make Portfolio Investments, to pay
Operating Expenses and Set-up Costs and for such other
permitted purposes, as set out under Scheme Documents, upon
at least 12 calendar Days (“Drawdown Due Date”) prior written
notice issued by the Investment Manager to the Unit Holders
(“Drawdown Notice”), however, the Investment Manager may at
its discretion issue a Drawdown Notice of not less than (i) 2
business days for drawdown on Initial Closing; and (ii) 4
business days for any subsequent drawdowns on and before
Final Closing (“Accelerated Notice Period”), which will be sent
by the Investment Manager through electronic mail and such
Drawdown Notice shall be deemed to have been received by the
Unit Holder upon the expiry of 24 hours from the electronic mail
being sent at the discretion of the Investment Manager. Capital
Commitments will be drawn down in the following proportions: (i)
for Portfolio Investments, from all Unit Holders pro rata to their
Undrawn Commitments subject to Additional Closing detailed in
Clause 11 (Unit Holders Participating in Additional Closing) of
“Section VII : Principal Terms of Scheme I”; (ii) for investments by
Scheme I in existing Portfolio Vehicles post Investment Period
(each a “Follow-on Investment”), from all Unit Holders pro rata
to their existing interest in such Portfolio Investment; (iii) for
Operating Expenses (other than Management Fees), from all Unit
Holders pro rata to the respective Capital Commitments; (iv) for
Set-up Costs, from Class A Unit Holder and Class B Unitholder in
accordance with the other Scheme Documents; and (v) for
Management Fees from Class A Unit Holder and Class B
Unitholder in accordance with the other Scheme Documents.
 Schedule of Drawdown: On as needed basis.
 Mode of issuance of Drawdown Notice: A Drawdown Notice may
be sent by the Investment Manager through electronic mail or
courier at the address as may be specified by a Unit Holder in the
Contribution Agreement entered into by such Unit Holder and
such Drawdown Notice shall be deemed to have been received
by the Unit Holder upon the expiry of 4 calendar days from the
date of dispatch of the courier; upon the expiry of 24 hours from
the electronic mail being sent, as applicable, except for
Accelerated Notice Period, where the Drawdown Notice will be
sent by the Investment Manager through electronic mail and such
Drawdown Notice shall be deemed to have been received by the
Unit Holder upon the expiry of 24 hours from the electronic mail
being sent.
15. Closings Scheme I may hold one or more Closings whereby Aggregate Capital
Commitments are obtained from Investors through entering into
contribution agreements.
Initial Closing  Initial Closing: The first Closing shall be held

on or within 12 months from date of receipt of
approval from SEBI for registration of the
Fund as a Category II AIF (“Initial Closing”).
S. TERM PARTICULARS
NO.
Additional  Timeline: The Investment Manager may

Closing permit a prospective investor to be admitted
to Scheme I, or an existing Unit Holder to
increase its Capital Commitment (“Additional
Unit Holder”), from time to time, after the
Initial Closing, at one or more additional
Closings upto the Final Closing (each an
“Additional Closing”) on such terms and
conditions as the Investment Manager may
determine.
 Additional charges on Subsequent Closing
Investors: As set out in ‘Clause 11 : Unit
Holders Participating in Additional Closing’.
 Discretion to waive additional charges
applicable on subsequent investors: As set
out in ‘Clause 11 Unit Holders Participating
in Additional Closing’.
Final Closing  The Final Closing shall be held no later than

9 months from the Initial Closing, which may
be extended by a period of 3 months by the
Investment Manager, at its discretion (“Final
Closing”).
16. Management Fee  Management Fees and basis of charging: Scheme I will pay an
annual management fee, on behalf of the Investors, to the
Investment Manager (“Management Fee”) calculated on the Net
Drawndown Capital at the rate applicable on the relevant Class of
Unit as provided in table in subsection titled “Classes of Units” of
“Section VII: Principal Terms of Scheme I”. “Net Drawndown
Capital” means the Aggregate Capital Contributions that have
been drawn down including for Follow-on Investments less the
acquisition cost of the Portfolio Investments that have been
distributed or written off.
 Frequency of charging Management Fees: The Management Fee
will accrue and be payable quarterly in arrears on March 31st,
June 30th, September 30th and December 31st of each Financial
Year. The calculation of the Management Fee will be pro rated in
respect of any Financial Year that is less than a full year. The
Manager may elect to reduce, rebate and/or waive some or all of
the Management Fee payable by a class of Investors.
 Method of collection and Management Fee offset: 100% of the
Other Fees Subject to Offset (net of any GST or other similar
taxes if applicable) will first be applied to unreimbursed out-of-
pocket expenses related to the applicable transaction and
thereafter, the Management Fees will be reduced by 100% of any
such remaining Other Fees Subject to Offset; or utilised by the
Investment Manager for expenses or liabilities of Scheme I that
would otherwise require drawdown of Capital Contributions or
deduction from Net Distributable Cash.
 “Other Fees Subject to Offset” means any fees and commissions
(such as broken deal fees, director’s fees, consulting fees,
monitoring fees and secondee fees), received from Portfolio
S. TERM PARTICULARS
NO.
Vehicles by the Investment Manager, any Key Persons or officers
of the Investment Manager, or any of its Affiliates, in connection
with the investment or divestments of Scheme I excluding
amounts received:
(i) on an arm’s length basis, for normal consulting, advisory,
and other services as may be required by Scheme I
and/or Portfolio Vehicles in circumstances where Scheme
I, or a Portfolio Vehicle would typically engage a third
party to provide such services, which are outside the usual
terms of engagement of the Investment Manager;
(ii) towards: (a) fees paid by the Portfolio Vehicles (or their
Affiliates or sponsors) or Co-investors or any other party to
the Investment Manager and/or its Affiliates on the
investment opportunity (including Portfolio Investment,
Minimum Sponsor Co-investment and the Co-Investment
by other Co-investors), in accordance with Clause 34 (Co-
investment) under “Section VII: Principal Terms of
Scheme I”; and/or (b) fees and/or other
compensation/income from the and/or Portfolio Vehicles,
in case of any secondary acquisition of Portfolio
Investment from Investment Manager and/or its Affiliates.
 Inclusive or exclusive of any applicable taxes: Each instalment of

the Management Fee will be increased by any applicable tax and
other statutory charges payable thereon, and the Investment
Manager and its affiliated entities (including Sponsor) will be
entitled to recover from Scheme I any tax or duty, including any
GST (other than income tax) which is or may become leviable
under Applicable Law on the Management Fees and any other
pay-outs to the Investment Manager and its affiliated entities
(including Sponsor).
 Reduction of Management Fees for any class of Units: Class C
Unit Holder will not be required to pay any Management Fees.
The Management Fees shall be paid after appropriate withholding of
Taxes as per Applicable Law.
Please refer to Contribution Agreement for further details.
Please refer to “Section XII: Illustration of Fees and Expenses” for
tabular calculation of the Management Fees
17. Additional  Rate of additional return: 10%

Return
 Basis of charging such additional return: fund as a ‘whole’ basis
i.e. on aggregate portfolio basis.
 Discretion with the Manager for varying additional return: At the
discretion of the Investment Manager, without prejudice to other
Unit Holder.
Please refer to sub-section titled “Distributions” under “Section VII:
Principal Terms of Scheme I”.
18. Expenses of A. Operating Expenses

Scheme I
Scheme I will be responsible for the fees, costs, expenses and other
S. TERM PARTICULARS
NO.
liabilities relating to its own operations, plus any applicable taxes
(“Operating Expenses”) including, without limitation:
(i) Management Fees payable by Scheme I;
(ii) all third-party due diligences, documentation, travel, and other
costs (including any legal fees, accounting fees consulting fees,
investment banking fees, any other professional fees etc)
relating to all aspects of origination, evaluation, consideration,
investigation, negotiation, execution, acquisition, management,
operation, monitoring (if applicable) etc of all investment
transactions whether or not such investment transactions are
consummated, including but not limited to referral fees paid to
intermediaries;
(iii) all third-party due diligences, documentation, travel and other
costs (including any legal fees , accounting fees consulting
fees, investment banking fees, any other professional fees etc)
relating to all aspects of origination, evaluation, consideration,
investigation, negotiation, execution, operation, management,
monitoring (if applicable) investigation, consideration and
negotiation), of all disposition transactions for investments
whether or not consummated including but not limited to referral
fees paid to intermediaries;
(iv) Trustee Fees payable by Scheme I;
(v) all taxes, fees, and other governmental charges applicable to
Scheme I and its assets including any GST, indirect taxes or
statutory charges charged on expenses or any pay-outs by the
Scheme I;
(vi) all indemnities and other expenses related to litigation or other
claims, directly or indirectly, against Scheme I, subject to the
limits on indemnification set forth in Scheme Documents;
(vii) banking and custody costs and currency exchange charges;
(viii) travel expenses of the personnel of the Investment Manager
and its Affiliates in connection with performances under the
Investment Management Agreement, including travel relating to
origination, deal negotiation meetings, investigation, site visits,
business development, management meetings, documentation,
acquiring, portfolio, monitoring, managing, selling, or disposing
of Investments or prospective Investments regardless of
whether any transactions are consummated;
(ix) fees of any administrator, custodian, transfer agents, valuer,
insurance providers and other service providers appointed by
Scheme I;
(x) expenses incurred in connection with meetings of Unit Holders
and, if applicable, shareholders or members of related entities;
(xi) administrative expenses of Scheme I and, if applicable, related
entities, such as costs of preparing and circulating reports to
the Unit Holders or members or shareholders, as applicable,
any necessary registration, licensing, approval and filing fees
paid by the foregoing entities (including in connection with any
filing fees required to be paid in connection with filings with
competent authorities) and printing, clerical and travel
expenses;
S. TERM PARTICULARS
NO.
(xii) costs of preparing and making all tax, regulatory, and other
governmental reports, returns, and filings;
(xiii) legal, auditing, consulting, financial and accounting fees and
expenses of Scheme I, and, if applicable, related entities;
(xiv) liquidation cost; and
(xv) all other non-recurring or extraordinary expenses attributable to
the activities of the Scheme I as determined by the Investment
Manager in good faith.
B. Estimates/Caps on Operating Expenses: The Operating
Expenses set out above will be borne by Scheme I on actuals, in
accordance with this Memorandum and Scheme Documents.
Operating Expenses will be increased by any applicable GST
and other statutory charges payable thereon, if applicable.
C. Set-Up Costs:
There will be certain one-time set-up costs plus applicable taxes
(including any applicable GST and other statutory charges
payable thereon, if applicable other than income-tax) (“Set-Up
Costs”) in connection with the formation of Fund (including
Scheme I) and the offering of interests therein, where applicable
including but not limited to the costs of preparing the
organisational, marketing materials and offering documents,
legal, advisory and accounting fees, printing costs, travel
expenses, placement and distribution expenses, including any
placement agent fee and costs of seeking and applying for
registrations, licenses and filings.
The Set-up Costs will be increased by any applicable goods and
services tax and other statutory charges payable thereon, if
applicable.
D. Estimate Cap: Any Set-up Costs borne by Scheme l on behalf of
the Investors (either directly or through reimbursement of such
amounts to the Investment Manager in case it is borne by
Investment Manager, for and on behalf of Scheme I) shall be
capped at 1% of the aggregate Capital Commitment of the
Investors. Any Set-up Costs over 1% of the aggregate Capital
Commitment to the Investors will be borne by the Investment
Manager. No Set-Up Costs will be charged to Class C Unit
Holder.
E. Distribution Cost: Please refer to Set-up Costs above
F. Entry load: Not applicable
The expenses set out above shall be paid after appropriate withholding
of Taxes, as applicable.
Please refer to the contribution agreement for further details.
19. Distributions Allocation of distribution proceeds: Net proceeds attributable to any

Portfolio Investment, including any redemption proceeds, proceeds on
account of return of capital, net sale or disposition proceeds and any
interest, redemption premium or other income received with respect to
such investment, thereof (“Net Distributable Cash”) will subject to
Clause 28 (Re-investments) of Section VII: Principles Terms of Scheme
I” and the Scheme Documents:
S. TERM PARTICULARS
NO.
(i) initially be apportioned among each Class of Units on a pro rata
basis according to the respective Capital Contributions of each
such Class of Units made in respect of the Portfolio Investment
giving rise to such Net Distributable Cash;
(ii) such apportioned Net Distributable Cash pursuant to paragraph
(i) above will be further apportioned among each Unit Holder
within that Class of Units on a pro rata basis according to the
respective Capital Contributions made in respect of such
investment; and
(iii) subject to availability of Net Distributable Cash, such apportioned
Net Distributable Cash attributable to each Class of Units shall be
distributed atleast on a quarterly basis
A. With respect to Class A Unit Holder
Net Distributable Cash so apportioned to a Class A Unit Holder as
reduced by any liabilities and expenses or reserves therefore (as may be
applicable to Class A Unit Holders and Sub-Classes thereof) will be
distributed by the Scheme I to such Class A Unit Holder and the Class C
Unit Holders (inter se the Class C Unit Holders, pro rata to their Capital
Contributions) on a ‘fund as a whole’ basis as follows:
(i) Return of Capital Contributions (“Returned Capital
Contribution”): First, 100% to such Class A Unit Holder until the
cumulative distributions to such Class A Unit Holder equal its
Aggregate Capital Contribution to the Class A Units;
(ii) Preferred Return: Second, 100% to such Class A Unit Holder until
the cumulative distributions to such Class A Unit Holder under this
paragraph A(ii) are sufficient to provide such Class A Unit Holder
with a Preferred Return on the Returned Capital Contribution
(distributed under paragraph A(i) above), (computed from the
Drawdown Due Date or the date such Capital Contributions are
made to the Scheme I, whichever is later, until the dates
distributions are made pursuant to paragraph A(i) above);
(iii) 90/10 Split: Thereafter, 90% to such Class A Unit Holder and 10%
to the Class C Unit Holders.
B. With respect to Class B Unit Holder
Net Distributable Cash so apportioned to a Class B Unit Holder will be
distributed as reduced by any liabilities and expenses or reserves
therefore (as may be applicable to Class B Unit Holders and Sub-
Classes thereof) by the Scheme I to such Class B Unit Holder and the
Class C Unit Holders (inter se the Class C Unit Holders, pro rata to their
Capital Contributions) on a ‘fund as a whole’ basis as follows :
(i) Return of Capital Contributions: First, 100% to such Class B
Unit Holder until the cumulative distributions to such Class B Unit
Holder equal its Aggregate Capital Contribution to the Class B
Units;
(ii) Preferred Return: Second, 100% to such Class B Unit Holder until
the cumulative distributions to such Class B Unit Holder under this
paragraph B(ii) are sufficient to provide such Class B Unit Holder
with a return on the Returned Capital Contribution (distributed
under paragraph B(i) above) (computed from the Drawdown Due
Date or the date such Capital Contributions are made to the
Scheme I, whichever is later, until the dates distributions are made
S. TERM PARTICULARS
NO.
pursuant to paragraph B(i) above);
(iii) 90/10 Split: Thereafter, 90% to such Class B Unit Holder and 10%
to the Class C Unit Holders.
Net Distributable Cash so apportioned to a Class C Unit Holder will be
distributed by Scheme I to such Class C Unit Holder, pro rata to their
Capital Contributions.
Distributions to the Class C Unit Holder under “With respect to each
Class A Unit Holder” and “With respect to each Class B Unit Holder”
above are referred to as “Additional Returns.” Additional Returns will
be distributed among the Class C Unit Holders on a pro rata basis
according to the number of Class C Units held by each of them.
If and to the extent that Scheme I is required to withhold or pay any
taxes (whether at the time of distributions or otherwise) in relation to, on
behalf or allocable to any Unit Holder, such Unit Holder shall be deemed
to have received a payment from Scheme I, as of the time that such tax
is required to be paid on distributions made by Scheme I or otherwise,
which payment will be deemed to be a distribution of Net Distributable
Cash with respect to such Unit Holder in relation to its interest in
Scheme I and will be taken into account in calculating future distributions
by Scheme I as may be applicable.
GST, if any, arising on the expenses and any payouts to the Investment
Manager or its Affiliates will be borne by Scheme I.
SECTION II: MARKET OPPORTUNITY
Credit penetration in India continues to remain low vs. peers and is primarily dominated by banks,
India has one of the highest share of bank lending amongst the G-20 economies. Bond markets are
under-developed in India especially for non-AAA rated issuers and are; primarily concentrated
towards top-rated financial and public sector issuances.
In the last decade, there has been a steady slowdown in banks’ credit growth especially in mid-market
segment, on account of surge in NPAs and consequent requirement for recapitalization for banks.
1. CAR = Tier 1 capital as % RWA, Source: IMF Financial Indicators (Dec 2020) & RBI (CAR for India is CAR for PSU
Banks (Sep 20)
2. Source: IMF, World Bank & OECD Estimates, May 2021
3. Source: Credit Suisse Research, FY20E
4. Source: RBI (Includes Gross Credit to Industry and Services)

With banks’ reduced appetite for mid-market corporate credit, NBFCs increased their market share
1
from 13% in 2015 to 22% in 2020 . However, following the IL&FS crisis in Sep’18, the entire NBFC
sector faced severe liquidity crisis as banks and mutual funds tightened credit flows to NBFCs.
Wholesale NBFCs have since then significantly scaled down appetite for mid-market credit issuance
and are increasingly focused on asset-liability management rather than focusing on aggressively
growing their books. Credit events following the IL&FS crisis and the pandemic led to redemption
pressure on credit risk mutual funds leading to accelerated outflows with much sharper decline in
AUM seen for non-AAA rated investments. The Investment Manager is of the view that large parts of
disruption in credit markets are expected to be structural in nature and unlikely to revert to pre-crisis
levels, hence creating a white space especially in the mid-market segment.
1. Includes wholesale O/s credit at NBFCs and HFCs, Source: CRISIL Research
2. Source: AMFI, monthly average AuM
With constraint being faced by traditional providers of debt capital including banks, NBFCs and mutual
funds, the Investment Manager is of the view that significant opportunity exists for providing private
credit solutions to meet various requirements including acquisition financing, growth financing, stake
buyouts, bridge financing, refinancing etc.
In the Investment Manager’s view, Scheme I is uniquely positioned in the mid-market credit landscape
in India as the target yield space is sparsely populated. Scheme I’s strategy aims to tap this white
space which offers stable returns with investments in typically senior secured credit investments.
1. Investec Internal Estimates (Data Source: EY, Dealogic, Grant Thorton, Private Circle)
1
PwC and Credit Suisse
SECTION III: INVESTMENT STRATEGY AND PROCESS
INVESTMENT OBJECTIVE AND STRATEGY
PARTICULARS DETAILS
The objective and the investment strategy of the Fund shall be, through the
Schemes, to carry on the activity of a Category II AIF, as permissible under the
AIF Regulations, for the purpose of raising capital on private placement basis for
making Portfolio Investments.
The investment objective of Scheme I is to make investments in typically senior,
secured credit investments in mid-market Portfolio Vehicles across diversified
Investment sectors and to provide Unit Holders with stable returns by making investments in
Objective Portfolio Vehicles through permissible instruments (“Investment Objective and
Strategy”).
The investments will be made primarily through listed or unlisted, convertible or
non-convertible, fixed or floating rate bonds/debentures/ preference shares at the
discretion of the Investment Manager, where such investments are in accordance
with the Investment Objective and Strategy of Scheme I. Investec Group is a
sustainability conscious group and is well positioned in global ESG ratings.
Category of The Fund is registered with SEBI as a Category II AIF as defined and construed
Registration under the AIF Regulations.
ALLOCATION AS PERCENTAGE OF
PARAMETERS (IF
CATEGORIES (IF ANY) INVESTIBLE FUNDS (AT THE TIME
APPLICABLE)
OF INVESTMENT)
Listed The Investment Manager shall seek to

invest not more than 49% of the
Investible Funds
Investment in type of
securities
Unlisted The Investment Manager shall seek to
invest at least 51% of the Investible
Funds
Maximum - The Investment Manager shall seek to

investment invest not more than 25% of the
proposed per Investible Funds in a single Portfolio
Portfolio Vehicle Vehicle.
Allocation for Investments in Portfolio Vehicles The Investment Manager may seek to
investment in domiciled outside India, having an invest not more than 25% of the
overseas Portfolio Indian connection, subject to the Investible Funds in aggregate, in
Vehicles (if any) AIF Regulations. Portfolio Investments outside India.
Sector allocation (if Scheme I will be sector agnostic. Not applicable

any)
Scheme I shall make investments Not applicable

Geographic
in India and subject to Applicable
Allocation (if any)
Law, outside India.
ALLOCATION AS PERCENTAGE OF
PARAMETERS (IF
CATEGORIES (IF ANY) INVESTIBLE FUNDS (AT THE TIME
APPLICABLE)
OF INVESTMENT)
In accordance with the AIF Regulations, the Investment Manager will seek
consent of 66.67% in Interest of Unit Holders in case of any material
Any variation to any
deviation from the parameters as set out above. However, the Investment
of the above-stated
Manager may, subject to the recommendation of Investment Committee,
parameters
invest at variance from the parameters set out above, subject to the AIF
Regulations.
ASPECTS OF INVESTMENT STRATEGY
Scheme I will seek to earn stable returns for the investors by way of investments in mid-market Indian
or India-related corporates and build a portfolio of diversified credit Investments across various
business sectors in this space. The mid-market corporates being targeted shall be businesses
typically generating revenue in the range of INR 400 crore to INR 4000 crore. The Investment
Manager, however may at its discretion, have the ability to invest in companies with higher or lower
revenues, in case any specific opportunity arises.
The investments will happen primarily through listed or unlisted, convertible or non-convertible, fixed
or floating rate bonds/debentures/ preference shares at the discretion of the Investment Manager,
where such investments are in accordance with the Investment Objective and Strategy of Scheme I.
The investments by Scheme I will generally be to provide private debt capital to the Portfolio Vehicles
to meet acquisition financing, refinancing requirements, financing for stake consolidation, growth
capex requirements, dividend recapitalisation, bridge financing etc. amongst others.
Investec is a sustainability conscious group and is well positioned in global ESG ratings
Investment Process and Parameters
Focus will be on safety of investments, rigorous due diligence before committing, regular interest
servicing, optimising IRR and ongoing monitoring during investment period. The Investment Manager
shall put in place an investment policy defining the prudential concentration limits for the Scheme I’s
portfolio. In line with this, the Investment Manager will generally target the investment opportunities
which will enable meeting the below broad criteria:
(a) Scheme I is expected to generate target gross returns in the range of 13-15% per annum
(b) Scheme I to invest in companies with credible promoters and sound corporate governance
track record for the underlying companies
(c) Scheme I’s investment will typically have a door-to-door maturity not exceeding 5 years with
average maturity typically being around 3 years. The Investment Manager has the discretion
to make shorter or longer tenure investments in case a specific investment opportunity
requires a shorter or longer holding period
(d) Interest shall generally be payable at regular intervals by the Portfolio Vehicles
(e) The focus will be on the operating history of the Portfolio Vehicles and capability of operating
cash flow generation
(f) The investments shall typically be on secured basis and security may include charge over
moveable/ immoveable assets/ share pledge/ guarantee and/or other forms of securities. The
optimal security package for each investment will be case-specific.
The Investment Manager will apply a rigorous due diligence and analytical process prior to each
investment and intends to use this process in determining whether the risk/reward profile of a
potential investment is suitable for Scheme I. The Investment Manager will test each investment
opportunity on following key criteria:
(a) Business strength and cash flow generation ability: The underlying company and related
industry will be analysed in detail to ascertain strengths of business with key focus on free
cash flow generation of the underlying business. The Investment Manager will make use of
appropriate financial tools, various proprietary database and market knowledge to analyse the
underlying company and industry.
(b) Collateral and ease of realisation: The Investment Manager will endeavour to obtain an
optimal collateral package for each investment considering various factors including but not
limited to value, type of collateral, asset cover, ease of enforceability, realisable value,
regulatory considerations etc.
(c) Risk factors and return: Potential risks inherent along the investment life cycle would be
identified to correctly price the opportunity. Further, appropriate measures would be taken to
mitigate risks and price them in accordance with desired returns in line with Scheme I’s
Investment Strategy.
(d) Promoter credibility and track record: The track record of the promoter and its management
team would be evaluated as the Investment Manager seeks to work with promoters with
proven and credible track record.
The Investment Manager will continuously monitor the portfolio and each investment will be tested on
regular basis for performance against business/financial projections made while committing the
investment.
Scheme I may look for optimising IRR through availing of leverage from the market in case the
leverage is expected to be available at competitive rates as permitted by extant regulations subject to
AIF Regulations. As per regulation 17(c) of AIF Regulations, Scheme I may not borrow funds directly
or indirectly and shall not engage in leverage except for meeting temporary funding requirements
subject to an aggregate amount not more than 10% of the Investible Funds and for not more than 30
days, on not more than 4 occasions in a year and in accordance with the AIF Regulations.
INVESTMENT PROCESS
The Investment Manager will broadly follow below framework for making an investment from Scheme
I:
Initial Screening
including preliminary Agreement on initial
Sourcing
diligence and initial heads of terms
structuring
Drafting and negotiation Detailed Due diligence,

Investment Committee
of Legal documentation Structuring, Finalisation
Approval
& Deal closing activities of term sheet
Execution of
Portfolio
documentation & Exit/ Divestment
Monitoring
Disbursement
1. Sourcing: The Investment Manager shall continuously engage with potential investee
companies, sponsors, promoters and/or other market participants to identify suitable
investment opportunities as per the Investment Objective and Strategy. The opportunities can
be sourced from various sources which include direct relationship with potential borrowers,
sponsors, promoters, co-investors, advisors, consultants, investment banks, co-investors,
other financial institutions and other intermediaries.
2. Initial screening including initial diligence and initial structuring: The Investment Manager will
carry out initial screening to ascertain suitability of originated opportunity to validate that the
opportunity is in line with the Investment Objective and Strategy. The criteria applied for initial
screening to evaluate the attractiveness of a potential investment will include, amongst other
things, risk return profile, view on industry, track record of promoter and credit history, initial
transaction structure including security structure, cash flows, collateral, returns, end use of
funds, and visibility on exit/ repayment capability.
3. Agreement on initial heads of terms: Post the initial screening, the Investment Manager will
negotiate and agree on the initial heads of the terms with the promoters and/or potential
portfolio vehicle which should include, amongst others, commercial/economic terms,
repayment profile, indicative security structure and indicative covenant package.
4. Detailed Due Diligence, Structuring and Finalisation of term sheet: Thereafter, the Investment
Manager will carry out detailed evaluation including various aspects like credit, commercial
and industry. Typical due diligence would include understanding industry and competitiveness
of borrower under consideration, detailed financial modelling and projections, cash flow
analysis, carrying out site visits and management meetings, reference checks etc. The
diligence mentioned herein is indicative in nature and will be at the discretion of the
Investment Manager, who may at times also seek help of third party consultants for the
diligence process. Along with due diligences, the terms of the investment which would inter
alia include repayment schedule, covenants, security structure, IRR and tenure of investment,
will be finalised and agreed with the borrower in form of a detailed term sheet. The Investment
Manager will endeavour to mitigate the risks in the opportunity through structuring, and terms
of the investment will be based on the premise of optimising the returns commensurate with
the underlying risk.
5. Investment Committee Approval: If the investment team is satisfied with all the aspects of the
investment including satisfactory diligences, the detailed proposal will be presented to
Investment Committee.
The Investment Committee shall be responsible for the final approval of the investment
decisions. The Investment Committee will consider and evaluate the opportunities presented
to it from time to time by the investment team, and approve or disapprove the same by a
unanimous decision in case of three members and by majority decision in case of more than
three members. The Investment Committee may approve the deal, can ask for further
clarifications or decline the opportunity. The Investment Committee is expected to follow
robust governance practices including complying with the code of conduct which will allow fair
discussion of the presented opportunity.
The Investment Manager may, at its discretion constitute a deal screening committee for
initial screening of the investment opportunities available to Scheme I and recommended by
the investment team, for further recommendations to the Investment Committee. The deal
screening committee may have appropriate representations from Investment Manager/
Sponsor and/or its Affiliates.
6. Drafting and negotiation of Legal documentation and Deal closing activities: After approval
from Investment Committee and post completion of the due diligences, documentation will be
completed with the assistance of various third parties like legal counsels, consultants, valuers
and advisors to the extent required in each situation. This phase will focus on tying up various
other aspects of deal closing which will be deal specific and would typically include
completion of know your customer (KYC) checks, vetting of technical/commercial reports,
obtaining valuation reports (if applicable), obtaining applicable regulatory approvals, setting
ups various accounts like escrow accounts etc. Further as part of documentation, various
transaction and financing documents along with legal opinions will be executed with
assistance from external legal counsel appointed by Investment Manager.
7. Execution of legal documentation and Disbursement: Once the legal documents are finalised,
they will be duly executed. Post completion of the condition precedents stipulated for the
investment are satisfied by borrower and confirmed by legal counsels, funds will be released
to the borrower. Funding could be availed in multiple tranches by borrower if agreed in terms
and conditions of the investment and in that case the Investment Manager shall ensure that
any additional condition precedents, if applicable, for subsequent funding are satisfied.
8. Portfolio Monitoring: The Investment Manager would, on an ongoing basis, evaluate the
financial health of the Portfolio Investments on various parameters. As part of the ongoing
portfolio risk management, the Investment Manager will maintain a granular view on
exposures through a combination of quantitative and qualitative assessment of the Portfolio
Vehicles operations and their corresponding ecosystem. The status of the collateral and its
valuation will also be tracked on a regular basis, wherever applicable. All covenants will be
monitored so that necessary measures can be taken pro-actively.
Key risk indicators will be monitored on an ongoing basis along the following lines amongst others:
 Periodic review of MIS for monitoring financial performance
 Satisfaction of 'condition subsequent/s', if any

 Monitoring of covenants
 Management interactions
 Credit Rating migration, if externally rated
9. Exit/Divestment: The investments are self-liquidating in nature and funds will be distributed to
investors once same is repaid by borrowers. In some cases, exit may be way of secondary
sale to third party by the Investment Manager.
SECTION IV: FUND STRUCTURE
Offshore
Investors
(including Feeder
Fund)
Offshore Class B Units

India
Investment Manager/ Affiliates/ Class C Units

Persons identified by Investment Additional Returns
Manager
Additional Returns
Class C Units Class A Units Domestic
(Sponsor Commitment) Investors
Scheme I
Investment Management
Investec Capital Services (India) Agreement
Private Limited Vistra ITCL (India) Limited
(Investment Manager/Sponsor) (Trustee)
Management Fees
Portfolio Vehicles
Important Notice: This organisational diagram is a simplified illustration of the Fund and
Scheme I’s proposed legal structure as of the date hereof and describes in general the manner
in which Scheme I intends to hold its investments. This organisational diagram is only a
generalisation and does not show all of the various entities that may comprise Scheme I
structure. Scheme I reserves the right to (a) form additional entities from time to time; and (b)
change the manner in which it acquires and holds interests in investments, including by
forming or eliminating intermediary entities.
THE FUND AND SCHEME I
The Fund is settled as a close-ended, irrevocable, determinate contributory trust under the Indian
Trusts Act, 1882 and its Indenture is registered under the Registration Act, 1908. The Fund is
registered with SEBI as a Category II AIF under the AIF Regulations and will operate under the
framework of the AIF Regulations.
Unit Holders shall make Capital Commitments to Scheme I and such Unit Holders are expected to be
sophisticated investors including financial institutions, fund of funds, development finance institutions,
multilateral institutions, sovereign wealth funds, endowment funds, pension funds, family offices,
banks, insurance companies, high net worth individuals, feeder funds (if any) and/or other
sophisticated investors, either directly or through funds and/or investment vehicles/ accounts
managed and/or advised, now and in the future, by the Investment Manager. The Investors shall
make Capital Commitments to Scheme I. The Beneficial Interest of such Investors shall be
represented by the Class A Units and Class B Units allotted to them by the Investment Manager, in
consultation with the Trustee, in accordance with the Contribution Agreement. The Sponsor and/or its
Affiliates shall make Capital Commitments to Scheme I. The Beneficial Interest of the Sponsor and/or
its Affiliates shall be represented by the Class C Units allotted to them by the Investment Manager, in
consultation with the Trustee in accordance with the Indenture and the Contribution Agreement. As
may be necessary or desirable from time to time (including to accommodate the legal, tax, regulatory
and/or other requirements of Unit Holders), the Trustee and/or the Investment Manager (on behalf of
Scheme I) may issue Classes or Sub-classes of Units other than Class A Units, Class B Units or
Class C Units, providing the holders thereof with rights that differ from those of the holders of other
Classes or Sub-classes of Units, but in each case without adversely affecting the rights and interests
of any other then existing Class or Sub-class of Units unless consents are obtained from the
applicable Unit Holders.
Scheme I may accept Capital Commitments from Unit Holders who may be resident or non-resident in
India. The Units of Scheme I to be allotted to the Unit Holders who are resident outside India will be
subject to Applicable Laws.
THE Trustee
Vistra ITCL (India) Limited, an Indian private limited company incorporated under the Companies Act,
1956 and having its registered office at The IL&FS Financial Centre, Plot C- 22, G Block, 7th Floor,
Bandra Kurla Complex, Bandra (East), Mumbai 400051, is the trustee of the Fund (and each of its
Schemes, including Scheme I), in accordance with the terms of the Indenture. The Trustee has,
however, delegated management functions in respect of the Fund (and each of its Schemes,
including Scheme I) to Investec Capital Services (India) Private Limited, an Indian private limited
company incorporated under the Companies Act, 1956 and having its registered office at 1103 and
1104 Parinee Cresenzo, 11th Floor, “B” Wing, Bandra Kurla Complex, Mumbai – 400 051 (India)
(“Investment Manager”), as the investment manager of the Fund (and each of its Schemes, including
Scheme I). For the purposes of the foregoing, the Trustee, on behalf of the Fund (and Scheme I), has
entered into the Investment Management Agreement with the Investment Manager.
THE M ANAGER
Investec Capital Services (India) Private Limited, an Indian private limited company incorporated
under the Companies Act, 1956 and having its registered office at 1103 and 1104 Parinee Cresenzo,
11th Floor, “B” Wing, Bandra Kurla Complex, Mumbai – 400 051 (India), is the Investment Manager of
the Fund and Scheme I. The Investment Manager is a private limited company incorporated under the
Companies Act, 1956 and is also a Sponsor of Scheme I and the Fund. The Investment Manager will
manage the Fund and Scheme I, pursuant to the investment management agreement entered into
between the Investment Manager and the Trustee (“Investment Management Agreement”). The
Trustee will delegate to the Investment Manager, the management and administration of the
operations of the Fund and Scheme I, and the Investment Manager may be removed or replaced as
the manager of Fund and Scheme I, in each case, in accordance with the terms of the Investment
Management Agreement and AIF regulations.
THE SPONSOR
Investec Capital Services (India) Private Limited is also the Sponsor of the Fund (and each Scheme
including Scheme I).
SECTION V: GOVERNANCE STRUCTURE
A. THE SPONSOR
1. Name: Investec Capital Services (India) Private Limited (“ICSI”)
2. Role: The Sponsor shall have the obligations as set out under the AIF Regulations. In
addition, the Sponsor shall: (i) act in a fiduciary capacity towards the Unit Holders and
disclose to the Unit Holders, all conflicts of interest as and when they arise or seem likely
to arise; (ii) act in the interest of the Unit Holders and not act detrimental to the interests
of the Unit Holders or place its own interests above the interests of the Unit Holders; (iii)
maintain high standards of integrity and fairness in all its dealings and in conduct of the
business and render at all times high standards of service, exercise due diligence and
exercise independent professional judgment including abiding by high level principles on
avoidance of conflicts of interest with associated persons; and (iv) not offer assured
returns to any prospective investors.
3. Overview:
The Investment Manager is a 80:20 joint venture between Investec Bank plc (“IBP”,
which is part of the Investec Group) and SBI Capital Markets Limited (“SBICAP”, 100%
subsidiary of State Bank of India). There may be a change in the shareholding of the
Investment Manager and the same may be effected after receipt of requisite regulatory
approvals and following the due process as may be required under applicable law.
ICSI works with mid-market companies, institutions and private equity funds and is
present in India across the following businesses:
A. Private Credit: ICSI has been present in private credit space in India since 2013-
14 and focusses on providing primarily senior, secured and structured private
credit solutions to market leading, mid-market corporates as well as private equity
sponsors for various debt financing requirements including acquisition and
leverage finance, stake consolidation, growth financing, refinancing, bridge
financing, dividend recapitalization etc. Private Credit is uniquely positioned as a
mid-market focused specialist providing solutions across INR and foreign
currency. Private Credit has an established track record having been associated
with numerous marquee financings across a wide range of sectors. Investec group
has an FPI license (registered with SEBI) as well as a NBFC license (registered
with RBI).
B. Corporate Finance Advisory: ICSI provides strategic advice including private

equity fund raise, mergers, acquisitions, strategic partnership, joint venture
advisory and trade exits. ICSI is ranked amongst the top 3 firms, by number of
deals closed, in the Venture Intelligence League table for first half of 2021
(January to June 2021). ICSI works with SBI Capital Markets Limited in assisting
companies raise capital from public markets including by way of initial public
offerings, follow-on offerings, equity-linked securities and share repurchases.
C. Equities: ICSI undertakes sales, trading and research of Indian listed equities for
domestic and foreign institutional investors. ICSI has an extensive research
coverage of over 160 companies across various sectors including Industrials,
Financial Services, Healthcare, Basic Materials & Mining, Telecoms, Technology,
Consumer Goods, Support Services, Real Estate and Media. ICSI has over 170
trading clients across various countries including in India, USA, Europe & UK,
Singapore and Hong Kong.
ICSI is also registered with SEBI as a merchant banker under the SEBI Merchant
Bankers Regulations, as a stock broker under the SEBI Stock Brokers Regulations and
as a research analyst under the SEBI Research Analysts Regulations.
4. Name of the directors: Ian Wohlman, David van der Walt, Rambhushan Kanumuri,
2 3
Mukul Kochhar, Arun Mehta , BRS Satyanarayana
5. Brief profile of directors:
Ian Wohlman
Ian Wohlman is currently Chairman of Investec Bank plc’s subsidiaries in India,

Australia, New York and Ireland and its banks in Switzerland and the Channel Islands.
After qualifying with the Chartered Institute of Bankers, Ian’s career in banking has
extended to over 45 years.
He has been an executive director of Investec Bank plc from 1992 till November 2019.
Until then, he was responsible for risk management, compliance, anti-money laundering
and internal audit. He chaired a number of committees including those deciding upon
Credit and Investments for Investec Bank plc.
Ian is a registered person with the Prudential Regulatory Authority and Financial
Conduct Authority in the UK, with FINMA in Switzerland and the GFSC in Guernsey.
David van der Walt
David is ex-CEO of Investec Bank Plc and has held multiple positions within Investec
Group since 1994. He was appointed head of Structured Finance in 1995 before moving
to UK as head of Capital Markets in May 2002. He was then appointed Global Head of
Corporate and Institutional Banking in 2004.
He became the CEO for Investec Bank Plc in 2011 and moved on to an Executive role in
2019 before retiring in 2020, and currently remains on contract with Investec Bank Plc
He currently sits on boards of multiple JV companies associated with Investec & holds
positions on various fund ICs including Israeli Trust Investments, Templewater Australia
Property Fund and chairman of Investec’s U.K. Private Debt Fund. David is qualified as
a Chartered Accountant with KPMG in 1991
Rambhushan Kanumuri
Rambhushan Kanumuri has a total work experience of over 26 years in various roles. He
has been with Investec India since December 2015. Prior to being designated as Chief
Strategy and Operating Officer of Investec India, he was responsible for the Corporate
Finance and ECM business vertical for Investec India. Before joining Investec, he was
heading M&A and Corporate Finance execution at Barclays India. Prior to that he spent
15 years with JM Morgan Stanley and JM Financial, Mr. Rambhushan holds a Bachelors
degree in Electronics Engineering and Masters in Management from Mumbai University.
Mukul Kochhar
2
Subject to approval from stock exchange
3
Subject to approval from stock exchange
Mukul Kochhar has over 20 years of experience and currently heads the Institutional
Equities business at Investec. Prior to joining Investec, he worked at Espirito Santo and
Kotak Securities. Earlier in his career, he was an Equity Research Analyst in New York -
part of a two member top ranked IT Services team at Sanford Bernstein, and Senior
Analyst covering Building Products at CIBC World Markets. He has also worked as a
management consultant in the United States, advising financial companies on
automating business processes.
He is a Graduate of IIM, Calcutta, and has an engineering degree from BIT, Mesra.
He also has an MBA from Columbia Business School, New York.
Arun Mehta
Arun Mehta has been appointed as Managing Director & Chief Executive Office at SBI
Capital Markets Limited (SBICAP) in January 2020. Prior to his appointment at SBICAP,
Mr. Mehta was the Chief General Manager – Financial Control at the State Bank of India
(SBI) Corporate Center, Mumbai.
Mr. Mehta has over 34 years’ experience in banking, having started his career with SBI
in 1985. Mr. Mehta has handled various assignments both in India and overseas, across
various functions, gaining wide experience in different areas of Banking. His
assignments include Vice President (Syndication & Investment) at Hong Kong, Dy.
General Manager (Merchant Banking) in International Banking Group handling ECBs,
FCTLs and Loan Syndication, General Manager- Mid Corporate Group Ahmedabad
responsible for the State of Gujarat as also Diu and Daman and Chief General Manager,
Financial Control in the CFO vertical.
Mr. Mehta is a Post Graduate in Economics and Certified Associate of the Indian
Institute of Bankers.
B.R.S. Satyanarayana
B.R.S. Satyanaryana has over 33 years of banking experience, having started his career
as a Probationary Officer with State Bank of India in 1988. He has held various positions
both in India and overseas, across multiple functions.
Prior to assuming charge as President & Chief Operating Officer of SBICAP with effect
from 4th June 2021, his roles included Chief General Manager of International Banking–
II, managing the bank’s network in Asia, Africa & Australia with SBI being the largest
Commercial bank in India with over 22,000 branches. As the head of International
Banking-II, Shri Satyanaryana was responsible for driving SBI’s businesses which
include Institutional Sales, Loans & Advances, Liability Products, Trade Finance and
Payments Products in the allocated geographies. He has also headed the bank’s
Financial Institutions Group, controlling the 235 correspondent Banking relationships and
was the Money Laundering Reporting Officer for the International Banking Operations.
He held the position of Country Head and CEO of SBI Japan Operations from 2012-
2018.
During the period 1988 to 2010, he had held assignments spanning various facets of
retail, agriculture and Small Businesses, Investment management of Pension funds,
resource mobilization and their deployment.
He has a Master’s degree in Financial Service Management and is a Certified Associate

of the Indian Institute of Bankers.
B. TRUSTEE
1. Name: Vistra ITCL (India) Limited.
2. Role: The Trustee is the sole and exclusive trustee of the Fund and Scheme I. The
initial settlement and Scheme I corpus shall be held by the Trustee in trust for the
objects and with the powers and subject to the rights, duties and obligations specified
in the Indenture and the other Scheme Documents. The Trustee shall, in relation to
the Fund and Scheme I, has every and all powers that a Person competent to
contract and acting as a beneficial owner of such property has, and such powers shall
not be restricted by any principle of construction or rule or requirement, but shall
operate according to the widest generality of which the foregoing words are capable,
notwithstanding that certain powers are more specifically set forth in the Indenture.
However, at all times the exercise of such powers shall be subject to the terms of
Scheme Documents.
3. Name of directors: Ms. Shikha Bagai, Mr. Jonathon Clifton, Mr. Rajendra Kashyap,
Mr. B Gopalakrishnan, Mr. Debabrata Sarkar
4. Brief profile of directors:
Shikha Bagai (Country Managing Director, India)
Shikha Bagai is a Qualified Chartered Accountant, with a MBA from the top management
institute in India, ISB Hyderabad, where she is also currently pursuing a doctoral degree. She
brings two decades of experience and expertise in the financial services industry, at national
and global levels. Shikha is a people and customer-centric leader with a strong track record of
building high performance teams.
Prior to joining Vistra, Shikha was the founder Chief Financial Officer of Aditya Birla Health
Insurance Co Limited. In this role, she played a key role in making this business the fastest
growing health insurance company of the country from start-up to current top line of
approximately $US150 million within a span of 4.5 years.
Previously, Shikha spent over a decade in the capital markets space as a part of the founding
leadership team and CFO of IL&FS Securities Services. Her assignments spanned across
different verticals of professional clearing services, securities lending, custody and fund
services, with the clearing business gaining its way to becoming one of the largest players on
Indian Stock Exchanges. She was also instrumental in setting up the fund services and off-
shore servicing process business unit as a part of her stint there.
Shikha Bagai joined Vistra ITCL (India) Limited as Managing Director, with effect from
February 1, 2021.
Jonathon Clifton, Regional Managing Director, Asia Pacific, Vistra Group And Non –
Executive Director, Vistra ITCL (India) Limited.
Jonathon joined Vistra in February 2010 and has been a member of the Group’s Global
Executive Committee since 2011. Jonathon has held a number of leadership positions
including Global Head of Company Formations and Regional Head of Corporate & Private
Clients. He is currently Regional Managing Director for Asia Pacific, responsible for setting
the region’s strategic growth agenda, including transformation of the operating model, with
ultimate responsibility for the Asia Pacific P&L. He also oversees Vistra’s five global Shared
Service Centres.
During Jonathon’s tenure, Vistra has expanded its global presence from five to 47
jurisdictions with a commensurate increase in revenues, profit and employees.
Jonathon has over 20 years of experience in the financial and professional services industries
across a range of corporate strategy, consulting and strategic business development roles
throughout Asia Pacific, including Sydney, Tokyo and Hong Kong. Prior to joining Vistra, he
worked at PwC for seven years in a range of strategic business development, consulting and
leadership roles.
Jonathon maintains and develops a number of senior level client relationships and is a regular
commentator on key trends, developments and future direction of the industry.
Jonathon holds a Bachelor of Business degree from the University of Newcastle, Australia
and has an Executive MBA through the Australian Graduate School of Management (AGSM).
Jonathon played professional rugby in Japan and speaks conversational Japanese. Jonathon
has been on the Board of Directors of Vistra ITCL (India) Limited since October 16, 2018.
Rajendra Kashyap, Non – Executive Director, Vistra ITCL (India) Limited.
Rajendra Kashyap a member of Indian Railway Accounts Service superannuated in April

2014 as the Financial Commissioner (Railways). He was also concurrently Chairman of
Indian Railway Finance Corporation Limited (IRFC), the extra-budgetary financing arm of
Indian Railways. He has diverse experience in finance, management and policy formulation at
various levels in Railways and Government of India spanning over thirty years and in
corporate leadership as Managing Director and Director (Finance) of IRFC for over nine
years. He presently heads an SPV in Rail sector created under ‘PPP’ model. He is also a
member of High Level Committee on Railway Restructuring set up by the Government in
September 2014. He is an MBA in Finance from University of Strathclyde (U.K.) and also
holds post graduate degree in Physics from Delhi University. Rajendra Kashyap was re-
designated as non-executive director with effect from May 15, 2019.
Debabrata Sarkar, Non – Executive Director, Vistra ITCL (India) Limited.
Debabrata Sarkar is M. Com., FCA, CAIIB and a professional Banker with more than 30 years
of banking experience. Mr. Sarkar assumed the charge of Chairman & Managing Director of
Union Bank of India from April 1, 2012 to November 30, 2013. Before that, he was Executive
Director in Allahabad Bank (now merged with Indian Bank) from December, 2009 to March,
2012. Prior to his association with Allahabad Bank, he had joined Bank of Baroda in July,
1982 and worked in various capacities in Corporate Credit, Internal Audit in Port Louis,
Mauritius etc. He had also served as a Head of Specialized Integrated Treasury Branch
(‘Treasury Branch’) at Bank of Baroda, Mumbai. Debabrata Sarkar was re – designated as
Non – Executive Director on Board of Vistra ITCL (India) Limited w.e.f. May 15, 2019.
Dr. B. Gopalakrishnan, Non – Executive Director, Vistra ITCL (India) Limited
Dr. B. Gopalakrishnan is a legal professional having over four decades of experience in

handling legal issues encompassing Banking Law and Practice Corporate Laws and
connected Litigation, Business Laws, Cross Border Transactions, International Commercial
Arbitration and high value Domestic Arbitration, Capital Markets including Mutual Funds,
Human Resource, Employee Grievance Redressal and connected Litigation.
Organisational Experience: Dr. B. Gopalakrishnan started his career in law as a practicing

Advocate dealing in Tax laws in the year 1976. In 1989 he joined Unit Trust of India the
statutory corporation as a Grade C officer and demitted his office in the year 2000 as the
DGM Legal to join Axis Bank nee UTI Bank as a Vice President (Law). He demitted his office
after a flourishing career at Axis Bank in the year 2013 as the President and Head of Law
Department. He was the in-house legal counsel of Axis Bank for 14 long years. He joined
Asset Reconstruction Company (India) Limited (ARCIL) Mumbai one of India’s largest and
premier ARC in 2013 during his short stint for about 2 years he was acting as Legal Advisor
and heading the Legal Operations & Human Resources Team.
Presently, Dr. B. Gopalakrishnan is a Senior Partner with a Law Firm. He is registered with
the Bar council of Maharashtra and Goa and regularly appears before Bombay High Court
and NCLT and NCLAT.
Academic Credentials: Dr. Gopalakrishnan has been awarded a Doctorate of Philosophy in

Law. He has been awarded LL. M. from Kakatiya University. In addition to the above. Dr.
Gopalakrishnan holds a Diploma in International Law from London School of Economics,
London, Diploma in Intellectual Property, Trademark and Copyright Laws from Institute of
Intellectual Properties Studies (‘IIPS’) Mumbai, Certificate course on Negotiation from Harvard
Law School, and an Executive MBA in Human Resources from National School of Business
Management Chennai. He is a BA in English language and literature from Kerala university
and obtained his LLB also from Kerala university.
Recognition: Dr. Gopalakrishnan is a recognised speaker in many of the National and

International Conferences on various subjects. He is also invited as a Guest Lecturer and a
Visiting Faculty by many reputed law Schools and various Institutions to conduct Sessions on
Banking Laws and Practice Mergers and Acquisitions Drafting of Contracts etc. He has to his
credit more than 50 publications in various legal magazines and newspapers. He was a
member - legal and operational committee of Indian Banker’s Association for 6 consecutive
terms.
He has been presented with an Award for “Outstanding Contribution by an In-house Legal
Counsel” by Legal Era Awards in the year 2013.
Dr. Gopalakrishnan was re – designated as Non – Executive Director on Board of Vistra ITCL
(India) Limited w.e.f. May 15, 2019.List of responsibilities retained by the Trustee under the
Indenture: The Investment Manager’s exercise of powers and performance of its duties under
the Investment Management Agreement shall be subject always to the general oversight of
the Trustee and the restrictions or requirements contained in Scheme Documents and
Applicable Law.
5. List of responsibilities of the Trustee, delegated to the Investment Manager as per the
Indenture (any other arrangement): The Trustee has appointed the Investment
Manager to render investment management services to Fund and Scheme I. The
Investment Manager shall, inter alia, be responsible for conception and promotion of
Scheme I in accordance with the provisions of Scheme Documents and Applicable
Law. The powers and authority exercisable by the Trustee shall be exercised solely
by the Investment Manager in accordance with the provisions of Scheme Documents
and Applicable Law, and the Trustee shall not directly exercise the powers and
authority delegated to the Investment Manager. The Investment Manager shall carry
out its functions under the general oversight of the Trustee.
C. THE M ANAGER
1. Name: Investec Capital Services (India) Private Limited
2. Role: The Investment Manager will manage Scheme I pursuant to the Investment
Management Agreement to be entered into between the Investment Manager and the
Trustee.
3. Names of directors: Please refer to paragraph A(4) above.
4. Brief profile of directors: Please refer to paragraph A(5) above.
5. Brief profile of sponsor : Please refer to paragraph A(3) above
6. List of responsibilities assigned to the Investment Manager under the Investment

Management Agreement: The Investment Manager’s responsibilities and expected
activities in relation to management of Scheme I will include:
(a) Origination and sourcing of deals through its network of relationships;
(b) Conduct detailed evaluation and due-diligence encompassing various

aspects with respect to potential investments;
(c) Providing recommendations to facilitate investments, disposition of

investments and any other matters concerning the investments made by
Scheme I;
(d) Execution of the documentation and completion of all ancillary activities

including KYC for disbursement in relation to an investment;
(e) Portfolio monitoring on an on-going basis for all investments of Scheme I;
(f) Managing investor relations and investor queries for Scheme I;
(g) Administrative and compliance related activities in relation to Scheme I;
(h) Appointing and supervising any other service provider(s), as applicable
7. List of responsibilities of the Investment Manager delegated to another person under any
arrangement, along with details of the said person: Not applicable.
D. KEY INVESTMENT TEAM
The investment team of the Investment Manager (“Investment Team”) shall be responsible for
managing the day to day affairs of Scheme I. The Investment Team will execute Scheme I’s
mandate in accordance with the framework laid down in this document. The Investment Team
will be responsible for origination/sourcing, analysing and presenting potential investments to
the Investment Committee and committing investments and ongoing monitoring of assets of
Scheme I. The Investment Team consists of professionals having experience of debt
investments in India and deep credit knowledge and understanding of various industry
sectors. The Investment Team members have required skill sets to execute a debt investment
like origination/sourcing, credit and risk analysis, financial modelling etc. The Investment
Team has experience of executing transactions across multiple currencies, geographies and
sectors. All the members of the Investment Team are employees of the Investment Manager.
The Investment Team consists of professionals from varied backgrounds with segregated
responsibilities and having average experience of over 12 years. For the avoidance of doubt,
it is clarified that Mr. Piyush Gupta and Ms. Supriya Kumar qualify the eligibility criteria under
regulation 4(g) of the AIF Regulations.
For the purposes of Regulations 20(1) of the AIF Regulations the key management personnel
of Scheme I shall be the following and the brief profile of key management personnel is
provided below:
Piyush Gupta
Piyush Gupta has an experience of over 25 years in Indian and Asian credit & fixed income
markets with an extensive experience in underwriting corporate credit, structured finance and
debt capital markets both onshore and offshore. Piyush has also served on SEBI committee
for corporate bond reforms in India. Piyush has a management degree from IIM Ahmedabad
and B.Com (Hons.) degree from Delhi University.
Detailed work profile is mentioned below:
S. Name of Designation Period of Work Profile

No. Organisation (Latest) association
1 Investec Capital Head – Private February Piyush heads Investec India’s

Services India Credit 2014 – Private Credit business and is
CEO of Investec Credit
till date
Finance Pvt. Ltd. He has
been associated with
Investec since 2014. He is
Investec Credit Chief Executive April 2020 responsible for leading the
Finance Officer
– private credit business across
all aspects viz. strategy, P&L
till date responsibility, origination,
deal making and client
negotiations, deal evaluation
and structuring, risk
management, syndication
and distribution, portfolio
monitoring, regulatory
compliance, maintaining
relationships with clients,
market participants,
regulators etc.
2 J P Morgan MD and Head of September Heading up the fixed income,

Fixed Income 2009 – July treasury, structured finance
2012 and debt capital markets
business.
3 Deutsche Bank MD and Co- July 1997 to Heading up the fixed income,
Head of Global July 2009 treasury, structured finance
Markets and debt capital markets
business. Prior to that as a
Director
transactor, worked on many
Vice President marquee private and public
debt transactions.
4 DSP Merrill Senior Manager May 1995 to Part of the investment

Lynch – Corporate June 1997 banking and debt capital
Finance markets team.
Supriya Kumar
Supriya Kumar has over 11 years of experience in private credit space in India and has
successfully worked on and closed several credit transactions for both corporates as well as
private equity sponsors in India. She is proficient in deal structuring, credit underwriting and
end-to-end execution of transactions across capital structure and sectors.
She holds a management degree from IIM Bangalore and B.Tech (Computer Science) from
Kalinga Institute of Industrial Technology. Detailed work profile is mentioned below:

No. Organisation association
1 Investec Structuring, 2014 – till Part of private credit team at Investec

Capital Risk date Group in India and is involved in end-to-
Services Analysis & end execution of credit transactions
India Execution across corporate and financial sponsors
Involved in transaction structuring,
liaising with the client on negotiation of
terms detailed credit analysis, deal
diligence, preparation and presentation
of investment committee memos and
liaising with legal counsels for closure of
transaction documents. She has been
part of several marquee transactions with
several successful exits.
2 ICICI Bank Manager 2010 – Part of the structured finance team and
Limited 2014 involved in credit evaluation, structuring
and end-to-end execution of structured
credit deals. Involved in several types of
deals including acquisition finance,
promoter finance, asset backed finance
etc. for borrowers across industries.
Abhishek Balan
Abhishek Balan is B.Sc (Honours) in Physics from Hansraj College of Delhi University. He
has also completed CFA and FRM certifications. He has total work experience of over 13
years. He has specialised in end-to-end management of private credit transactions including
credit structuring and execution having worked on a variety of structuring solutions for senior
secured, special situation and leveraged and acquisition financing. His detailed work profile is
mentioned below:

No. Organisatio association
n
1 Investec Structuring, 2017 – till Part of private credit team at Investec

Capital Risk date Group in India handling end to end
Services Analysis & execution of credit transactions across
India Execution leveraged & acquisition finance and
corporate credit.
Conceptualizing of deal structure on the
basis of credit, legal and regulatory
considerations, actively engage with
clients to structure and negotiate term
sheets and thereafter undertake credit
diligence and analysis.
2 Deutsche AVP 2013 – Part of loans and structured credit team

Bank 2017 handling deals on end to end basis.
Worked on variety of financing solutions
including SBLC, EPBG, dividend recap
and acquisition finance deals
3 Royal Bank Senior 2010 – Part of the origination and execution

of Scotland Associate 2013 team within debt capital markets.
Worked on structuring G3 currency
offshore bonds for Indian corporates,
syndicated loans and private
placements.
4 Royal Bank Analyst 2007 – Part of quantitative analysis team in

of Scotland 2009 structured credit derivatives division.
Worked on creating bespoke credit
default swap baskets and trade
correlation level.
Namrata Pai
Namrata Pai is Chartered Accountant and B.Com (Honours) from Mumbai University. She
has also completed CFA certification. Namrata has total work experience of over 8 years and
detailed work profile is mentioned below:

1 Investec Structuring, 2018 – till Part of private credit team for Investec
Capital Risk date Group in India handling end-to-end
Services Analysis & execution of debt deals. Key
India Execution responsibilities include credit
structuring and structured finance,
undertaking detailed credit modeling
and structuring, term sheet
preparation, liaising with internal and
external legal counsels to ensure
regulatory compliance while deal
structuring, undertaking FCF analysis
and presenting transactions to the
investment committee. Also
responsible for deal closing activities
including managing legal
documentation and coordinating with
various internal stakeholders incl. loan
operations, treasury, financial
controllers etc.
2 Kotak Chief 2016 – Part of the corporate and structured

Mahindra Manager 2018 products team as a credit analyst for
Prime lending transactions. Responsibilities
Limited included evaluating and
recommending transactions from
credit perspective, prepared credit
appraisal notes including borrower
diligence, financial modeling and credit
checks, undertook security analysis
including benchmarking and valuation
in case of unlisted security. Also,
assisted the origination and legal
teams in deal structuring and
responsible for reviewing and
monitoring of the portfolio and
providing periodic updates to the credit
committee.
3 Kotak Senior 2013 – Part of the capital markets team as a

Mahindra Manager 2016 credit analyst. Key responsibilities
Investments included credit and financial analysis
Limited and risk evaluation. Transactions
handled include promoter financing,
broker funding, Retail/HNI/ESOP
financing, IPO/Open Offer/Mutual
Fund financing cases. Client profile
included Corporates, LLPs, Trusts,
HNIs, etc.
Chintan Shah
Chintan Shah has obtained B.Tech Electrical Engineering (Power) from IIT Delhi and Post
graduate diploma in Management from IIM Calcutta. He has total work experience of over 4
years and detailed work profile is mentioned below:

1 Investec Structuring, 2018 – till Part of the private credit team

Capital Risk date handling end to end execution of
Services India Analysis & debt deals including initial deal
Execution evaluation, detailed credit
diligence and financial modelling
with expertise in credit structuring
and structured finance.
Has experience of working on
deals across all major sectors
including IT/ITeS, services,
infrastructure, automotive,
healthcare etc.
2 Deutsche CIB Senior 2017 – Worked as a credit analyst with

Centre India Analyst 2018 the leveraged loans and
Private Limited distressed products trading desk
in London. Involved in detailed
credit analysis of secondary
market traded loans to generate
and evaluate trade ideas for the
desk and close monitoring of the
desk portfolio of ~USD 300mn for
corporate actions, waivers, rating
changes, covenants and financial
performance.
Any additional member of the management team of Scheme I: Not applicable
Involvement of members in advising and/or managing any other Funds (state number of
funds, separately for registered with SEBI or otherwise): No member of fund is currently
advising or managing any other funds.
The success of Scheme I will depend upon the ability of the Investment Manager to source, select,
complete and realise appropriate investments. With specific reference to Scheme I, the Investment
Manager will have considerable latitude in its choice of Portfolio Vehicles and the structuring and
finalisation of Portfolio Investments, subject to this Memorandum. Further, Scheme I’s success will
depend, in significant part, on the officers and employees of the Investment Manager. Although the
Trustee’s and the Investment Manager’s key personnel will have entered into employment
arrangements with their respective employers and the Trustee and the Investment Manager strongly
believe that such personnel will continue in their respective employment of the Trustee and the
Investment Manager, these employment arrangements or contracts do not ensure that these people
will continue to work for the Trustee and the Investment Manager, and consequently, loss of their
services might adversely affect the activities undertaken by Scheme I. Thus, each Unit Holder must
consider, in making an investment decision that personnel associated with the Trustee or the
Investment Manager may leave or may be terminated at any time, with or without cause, thus
potentially adversely affecting the activities undertaken by Scheme I.
E. KEY PERSONS OF SCHEME I (OTHER THAN KEY INVESTMENT TEAM)
Mufaddal Cementwala
Mufaddal Cementwala has done his PGDBA from Narsee Monjee Institute of Management
Studies and Bachelor of Engineering from NIT, Surat.
Mufaddal has total work experience of 21 years and detailed work profile is mentioned below:

No. Organization association
1 Investec Capital Sponsor 2011 – till Senior member of the team

Services India Coverage date and is overall in-charge of
sponsor relationships
He is involved in origination
and execution of structured
finance transactions
2 Motilal Oswal Director 2006 -2011 Headed the private equity

and structured product and
debt syndication practice of
the investment banking team
handling end to end
origination and execution of
transactions.
3 Rabo India Director 2005 -2006 Was part of the investment

Securities (P) banking subsidiary of Rabo
Limited India.
4 GE Capital Associate 2004 - Was part of corporate
Services India Director 2005 finance team.
5 Infrastructure Senior Manager 2002 - Part of the investment

Leasing & – Investment 2004 banking group, which
Financial Banking Group comprised of asset and
Services Limited structured products and
(IL&FS) corporate advisory services.
6 Export Import Manager 2000 - Worked as manager, credit

Bank of India 2002 at Ahmedabad
(Exim Bank) representative office.
Ranjan Kocherry
Ranjan Kocherry holds a PGDBA degree from ICFAI Business School and BA (Economics)
from Mumbai University.
Ranjan has total work experience of 20 years and his brief work profile is mentioned below:

1 Investec Institutional 2010 – till Part of the private credit team at

Capital Coverage date Investec Group in India and is involved
Services in domestic private credit distribution &
India (P) syndication.
Limited
Responsible for engagements with co-
investors, banks, financial institutions,
NBFCs, mutual funds and credit funds
in India.
2 Ernst & Associate 2006 - Part of the debt and corporate

Young Director 2010 restructuring team.
Involved in raising project debt and
structured debt for several clients.
3 RR Sr. Vice 1999 - Part of the origination team. Worked on

Financial President 2005 several transactions in the Indian debt
Consultants capital markets as well as syndicated
Limited loan market.
Anand Chaturvedi
Anand Chaturvedi holds a Bachelor of Engineering degree from Maharishi Dayanand

University, Rohtak and a PGDM degree from Welingkar Institute of Management. Anand has
total work experience of over 10 years and detailed work profile is mentioned below:

1 Investec Portfolio Risk 2020–till Part of the private credit team at

Capital and date Investec Group in India. Responsibilities
Services Structured include portfolio monitoring and
India Finance analysing each portfolio constituent on
Transactor various parameters to ascertain
performance and identify early warning
signals, if any.
2 Piramal Assistant 2017-2020 Part of the corporate finance group

Finance Vice team, the role involved Performance
Limited President monitoring, analysis and review of
mezzanine/debt facilities extended by
Piramal Finance
3 Edelweiss Investment 2010-2017 Responsible for origination, structuring

Alternative Associate, and execution of structured/mezzanine
Asset Special credit transactions
Advisors Opportunities
Providing financing solutions to Indian
Limited Fund
corporates for funding growth as well as
for special opportunities.
Rikhil Wadhwa
Rikhil has over 13 years of Financial Services experience spread across Private Credit and
Investment Banking. He has completed his MBA from Welingkar Institute of Management
Studies, Mumbai. Detailed work profile is mentioned below:

No. Organization association
1 Investec Capital Corporate 2017 – till Part of the private credit

Services India Origination date team responsible for sponsor
and corporate coverage
2 Edelweiss Associate 2013 - Responsible for Origination

Investment Director 2017 and execution of mandates
Banking across PE, M&A and ECM
Sponsor coverage across
Mid and select Large PE
funds
3 Centrum SVP 2008 - Was part of the investment

Investment 2013 banking unit of Centrum
Banking Capital looking after business
development and syndication
of equity and debt mandates
4 Syntel Inc. AVP 2006 - Was part of the Program

2008 Management team
responsible for mining new
business from Asset
managers and custody banks
in the US
5 Bharti Airtel Account 2005 - Account Manager
Manager 2006 responsible for BFSI sales of
the entire gamut of telecom
offerings
Kuldeep Sharma
Kuldeep Sharma has about 12 years of experience in loan syndication and corporate banking
profiles in India and United Kingdom. He has successfully worked on several transactions for
both corporates as well as private equity sponsors in India. He has strong relationships with
various domestic and international investors including banks.
He holds a management degree from Narsee Monjee Institute of Management Studies and
B.E (Computer Science) from College of Technology & Engineering, Udaipur. Detailed work
profile is mentioned below:

1 Investec Institutional 2019 – till Part of private credit team at Investec

Capital Coverage date Group in India and is involved in
Services private credit distribution and
India syndication of various types of credit
transactions including leverage and
acquisition finance and corporate
credit. He maintains relationships with
various domestic and international
investors including banks and credit
funds.
2 ICICI Bank Relationship 2010 – Part of corporate banking group

UK Plc, Manager 2014 involved in origination, credit
London evaluation, structuring and end-to-end
execution of deals in large corporate
and real estate lending segment.
3 ICICI Bank Manager 2010 – Part of the syndication group involved

Limited 2014 in distribution of various types of loans
to domestic and international banks.
4 Bank of Manager 2009 – Part of large corporate credit team at

India 2010 head office and involved in credit
evaluation of credit proposal submitted
by nationwide branches for presenting
to competent authority.
Shubham Maheshwari
Shubham Maheshwari holds a Bachelor’s in Metallurgical Engineering and Master’s in

Financial Engineering from IIT Kharagpur. Detailed profile is mentioned below:

1 Investec Capital Structuring, 2021 – till Part of private credit team
Services India Risk Analysis date assisting the team in deal
& Execution execution, credit underwriting
and financial modeling
2 Nomura Analyst 2020 – Worked as a global wholesale

Structured 2021 strategy analyst covering
Finance Services Investment Banking and Capital
Markets businesses. Worked in
collaborations with senior
management on corporate
strategies and potential growth
opportunities across regions
F. INVESTMENT COMMITTEE
1. Role and Constitution: The Investment Manager will constitute and maintain an
Investment Committee comprising of atleast 3 (three) members and can further induct
upto 2 (two) more additional members. The Investment Committee will be responsible
for: (i) taking investment and divestment decisions on behalf of Schemes, based on
Scheme’s investment objectives and investment restrictions; and (ii) monitoring
Investments on behalf of Schemes (including the determination of any write-downs
with respect to Portfolio Investments). In case the Investment Committee has 3
members, all decisions of the Investment Committee shall be made by unanimous
vote of the members of the Investment Committee, present and voting. However, in
case the Investment Committee has more than 3 members, all decisions of the
Investment Committee shall be made by majority vote of the members of the
Investment Committee, present and voting. The Investment Committee will follow the
code of conduct in line with the AIF regulations. The Investment Manager shall have
the right to appoint additional/ remove/ replace members of the Investment
Committee, in accordance with the AIF Regulations and the guidelines as may be
specified by SEBI from time to time.
A brief profile of proposed members of Investment Committee is provided below:
Sr. Name Educational Experience

No. Qualification
1. Piyush Gupta Piyush holds a Piyush heads Investec India’s Private

Bachelor’s degree Credit business and is CEO of
(B.Com Hons) from Investec Credit Finance Pvt Ltd. He
Delhi University and
has been associated with Investec
MBA from IIM
Ahmedabad. since 2014;He is responsible for
leading the private credit business
across all aspects viz. strategy, P&L
responsibility, origination, deal
making and client negotiations, deal
evaluation and structuring, risk
management, syndication and
distribution, portfolio monitoring,
regulatory compliance, maintaining
relationships with clients, market
participants, regulators etc. He has
Sr. Name Educational Experience
No. Qualification
over 25 years’ experience in Indian
and Asian Credit & Fixed Income
markets. Previously, he was MD &
Head of Fixed Income at JP Morgan
and MD & Co-Head of Fixed Income
at Deutsche Bank India.
David is qualified as
2. David van der David is ex-CEO of Investec Bank
a Chartered
Walt Plc and has held multiple positions
Accountant with
within Investec Group since 1994.He
KPMG in 1991
was appointed head of Structured
Finance in 1995 before moving to UK
as head of Capital Markets in May
2002. He was then appointed Global
Head of Corporate and Institutional
Banking in 2004.
He became the CEO for Investec
Bank Plc in 2011 and moved on to an
Executive role in 2019 before retiring
in 2020, and currently remains on
contract with Investec Bank Plc. He
currently sits on boards of multiple JV
companies associated with Investec
& holds positions on various fund ICs
including Israeli Trust Investments,
Templewater Australia Property Fund
and chairman of Investec’s U.K.
Private Debt Fund.
3. Rambhushan Rambhushan holds Rambhushan is the Chief Strategy

Kanumuri a Bachelor’s degree and Operating Officer of Investec
in Electronics India. He has a total work experience
Engineering and
of over 26 years across various roles.
Masters in
Management from Prior to being designated as Chief
Mumbai University. Strategy and Operating Officer of
Investec India, he was responsible
for the Corporate Finance and ECM
business vertical for Investec India
Prior to joining Investec, he was
heading M&A and Corporate Finance
execution at Barclays India where he
was involved with several marquee
M&A and capital markets deals. Prior
to Barclays, he was an Executive
Director at JM Morgan Stanley and
JM Financial.
2. Decision making process: The Investment Committee shall be responsible for the
final approval of the investment decisions. The Investment Committee will consider
and evaluate the opportunities presented to it from time to time by the investment
team, and approve or disapprove the same by a unanimous decision in case of three
members and by majority decision in case of more than three members.
The Investment Manager may, at its discretion, constitute a deal screening committee
for initial screening of the investment opportunities available to Scheme I and
recommended by the investment team, for further recommendations to the
Investment Committee. The deal screening committee may have appropriate
representations from Investment Manager/ Sponsor and/or its Affiliates.
3. Involvement of members in advising and/or managing other funds (SEBI registered or

otherwise): David van der Walt is an investment committee member on certain
offshore funds including Israeli Trust Investments, Templewater Australia Property
Fund and chairman of Investec’s U.K. Private Debt Fund.
4. Fees: The Investment Manager will bear the expenses of the Investment Committee
and may pay to the members of the Investment Committee, in case applicable, sitting
fees and reimburse them in relation to any out-of-pocket expenses incurred by them.
Scheme I will not bear the expenses of the Investment Committee.
The Investment Manager is a foreign owned and controlled entity and hence, any
downstream investment by Scheme I will be in compliance with Schedule VIII of the
FEMA Rules. In light of the foregoing, subject to SEBI taking on record the appointment,
the Investment Manager is desirous of appointing David Van Der Walt (who is not a
resident Indian citizen) as a member of the Investment Committee. The Investment
Manager hereby undertakes that the said member of the Investment Committee shall be
in compliance with Regulation 20 and other provisions of the AIF Regulations, as may be
applicable.
In case of any regulatory requirement, the Investment Manager shall undertake / retains the
right to undertake substitution of any member(s) of the Investment Committee, who is/are not
resident Indian citizen(s) with other/ another member(s) with appropriate background, who
is/are Indian resident citizen(s).
Scheme I will be largely dependent upon the experience and judgment of the Investment
Committee members for selection of suitable Portfolio Investments. The loss of one or more
of its Investment Committee members could have a material adverse effect on the returns of
Scheme I. The Investment Committee members are under no contractual obligation to remain
with the Investment Manager for all or any portion of Scheme I Term. The Investment
Committee members will commit suitable amount of its business efforts as may be necessary
to Scheme I, though it is not required to devote all of its time to the affairs of Scheme I.
G. ADVISORY BOARD
1. Role and Responsibility: The Investment Manager may also, at its discretion,
constitute an advisory board (“Advisory Board”) of Scheme I consisting of external
experts unrelated to Scheme I or Investors, in its sole discretion. The Advisory Board
shall be constituted, inter alia, to help Scheme I with strategic advice and provide
complementary skills in achieving overall objective of Scheme I.
2. Description and appointment: The Investment Manager may invite select external
experts in its sole discretion to be part of Advisory Board. The Advisory Board may
consist of up to three members. If a member resigns or is removed, the Investment
Manager may appoint a replacement member. The Investment Manager shall have
the right to appoint one member as chairman of the Advisory Board.
3. Involvement of members in advising and/or managing other funds (SEBI registered or

otherwise): Not applicable
4. Fees: The fees, if any, will be paid by Investment Manager to the Advisory Board.
The success of Scheme I depends, in part, on the quality, skill, and expertise of the individuals
employed by, and/or advising, the Scheme I and the Manager. The loss of personnel from the
Advisory Board could adversely affect the Scheme I. In addition, while the individuals advising the
Scheme I and the Investment Manager are expected to devote such time and attention to the Scheme
I as they deem necessary, in their discretion, they may engage in other activities that are not related
to the Scheme I.
H. OPERATING PARTNERS, PORTFOLIO VEHICLE ADVISOR OR SUCH OTHER BODIES: Not applicable
NOTWITHSTANDING ANY INFORMATION/ STATEMENTS GIVEN ABOVE, THE ULTIMATE

RESPONSIBILITY WITH REGARD TO THE CONTINUOUS COMPLIANCE OF SCHEME I WITH ALL
APPLICABLE LAWS SHALL BE VESTED WITH THE INVESTMENT MANAGER. THE ADHERENCE
TO THE MEMORANDUM SHAL L BE AUDITED ON AN ANNUAL BASIS BY AN INDEPENDENT
AUDITOR AND THE FINDINGS OF THE SAME SHALL BE PLACED BEFORE THE BOARD OF THE
MANAGER, TRUSTEE AND ALSO SUBMITTED TO SEBI. IN CASE OF ANY ADVERSE FINDINGS,
THE CORRECTIVE STEPS TAKEN SHALL ALSO BE SUBMITTED.
SECTION VI: TRACK RECORD
The Investment Manager is a first time investment manager.
A. TRACK RECORD FOR FIRST TIME INVESTMENT MANAGER
The Investment Manager is a 80:20 joint venture between Investec Bank plc (“IBP”, which is
part of the Investec Group) and SBI Capital Markets Limited (“SBICAP”, 100% subsidiary of
State Bank of India). There may be a change in the shareholding of the Investment Manager
and the same may be effected after receipt of requisite regulatory approvals and following the
due process as may be required under applicable law.
IBP is an international specialist bank and wealth manager providing a diverse range of
financial products and services to a global base of clients. SBICAP is one of India’s leading
domestic Investment Bank, offering the entire gamut of investment banking and corporate
advisory services
Investec Group was founded as a leasing company in Johannesburg, South Africa, in 1974. It
acquired a banking licence in 1980 and was listed on the Johannesburg Stock Exchange
Limited, South Africa in 1986. It established its presence in UK through acquisition of London-
based Allied Trust Bank. In July 2002, the Investec Group implemented a dual listed
companies structure with linked companies listed in London and Johannesburg.
Investec Group has since expanded through a combination of organic growth and a series of
strategic acquisitions. It focuses on delivering solutions in the core areas of activity namely,
asset management, wealth and investment and specialist banking. In March 2020, the asset
management business was demerged and separately listed as Ninety One.
4
Snapshot of Investec Group business model is provided below :
4
https://www.investec.com/content/dam/investor-relations/financial-information/group-financial-results/2021/DLC-Volume-1-
Annual-Report-2021-Online.pdf
Investec Bank plc (IBP) is a registered Bank and is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the Prudential Regulation
Authority in UK and is also a registered Category I Foreign Portfolio Investor regulated by the
Securities and Exchange Board of India (SEBI) for its investment activities in India.
5
Snapshot of IBP business model is provided below :
(All figures at Mar 31, 2021.)
As at 31 March 2021, IBP’s Wealth & Investment business had GBP 41.7billion of funds under
6
management .
IBP has established global footprint with presence across UK and Europe, Hong Kong, India and
USA. A snapshot of geographical footprint is provided below
5
https://www.investec.com/content/dam/investor-relations/financial-information/group-financial-results/2021/Investec-Bank-PLC-Annual-Report-
31-March-2021-Online.pdf
Investec Group has had a highly successful asset management business (Investec Asset
Management) which was demerged and has become separately listed as Ninety One on 16 March
st 6
2020. This business has an AUM of ~GBP 131 bn at 31 March 2021 .
The Investment Manager has been provding advisory services to IBP and assisted IBP in origination,
structuring, execution and portfolio management of the credit deals in India. The primary role of the
Invetsment Manager involved origination of deals, initial screening and assisting in structuring, risk
analysis, detailed due-diligence, presentation of the recommended proposal to credit committee of
IBP for their approval and thereafter assisting in end-to-end execution of the transactions which
included assisting in legal documentation and finalisation of the transaction documents. Post
disbursement, Investment Manager has been actively involved in portfolio management and
contuined monitoring of the portfolio. Investment Manager also helped IBP achieve exits for several of
the investments.
Track record of investments in India
As an adviser/ arranger, the Investment Mangager has advised Investec Bank plc to invest
7
approximately INR 85bn (equivalent to approx USD 1.2bn) across 40 investments into Indian or
India-linked businesses in the last 8 years.
The investments have been aross sectors for Indian and India-associated businesses owned by
Indian corporate groups as well as private equity sponsors looking to invest into Indian or India-
associated businesses. The Investment Manager has been able to deliver stable returns for Investec
Bank for its invesments in India till date and has successfully existed 27 investments across the
portfolio.
Investment team as detailed in ‘Section V: Governance Structure’ has a proven track record of
originating, executing and risk management of credit transactions and through-out their respective
6
https://ninetyone.com/-/media/documents/investor-relations/91-ninety-one-integrated-annual-report-2021.pdf
7 For USD deals, amounts converted to INR based on monthly avg. USD/INR for funding month
careers, has developed a strong sourcing network along with substantial credit knowledge while
working across various industries and market cycles.
B. DISCLAIMER:
THE INVESTMENT MANAGER DOES NOT HAVE ANY EXPERIENCE IN THIRD PARTY FUND
MANAGEMENT ACTIVITIES AND WILL BE RELYING ON THE EXPERIENCE OF THE INVESTEC
GROUP AND/OR INDIVIDUAL MEMBERS OF THE INVESTMENT TEAM AS DISCLOSED
ABOVE. THE ABOVE-INDICATED DISCLOSURES IN RELATION TO THE PERFORMANCE
TRACK RECORD OF THE INVESTEC GROUP AND/OR THE INDIVIDUAL MEMBERS OF THE
INVESTMENT TEAM MAY BE SELECTIVE IN NATURE AND MAY NOT NECESSARILY BE
REPRESENTATIVE OF THE EXPECTED PERFORMANCE OF THE INVESTEC GROUP AND/OR
THE INVESTMENT TEAM IN RELATION TO THE MANAGEMENT AND OPERATION OF
SCHEME I OR ITS PERFORMANCE TRACK RECORD. FURTHER, DATA INCLUDED HEREIN
UNDER, IN RESPECT OF THE SPECIFIC DEALS, MAY NOT TRULY REPRESENT THE
PERFORMANCE OF SCHEME I AS A WHOLE. INVESTORS ARE REQUESTED TO USE THEIR
OWN INDEPENDENT ASSESSMENT AND JUDGEMENT WHILE ATTRIBUTING THE CREDIT OF
THE PAST TRACK RECORD TO INVESTEC GROUP AND/OR THE INVESTMENT TEAM.
C. RISK FACTORS:
THE INVESTMENT MANAGER SHALL MANAGE THE ASSETS OF SCHEME I AND WILL
CONSIDER ITS INVESTMENTS AND DIVESTMENTS EXCLUSIVELY. THE INVESTMENT
MANAGER HAS A LIMITED/NO OPERATING TRACK RECORD. THEREFORE, JUDGMENTS OF
THE INVESTMENT MANAGER’S EXPECTED PERFORMANCE CANNOT BE EXTRAPOLATED
FROM THE PAST PERFORMANCE OF THE INVESTMENT MANAGER OR INVESTEC GROUP
AND/OR THE INVESTMENT TEAM. PLEASE REFER TO DETAILED RISK FACTORS UNDER THE
‘SECTION X RISK FACTORS’ OF THE MEMORANDUM.
SECTION VII: PRINCIPAL TERMS OF SCHEME I
This is a description of the principal terms (“Principal Terms of Scheme I”) of Emerging India Credit
Opportunities Fund I (“Scheme I”). This Section is qualified in its entirety by reference to the more
detailed information included elsewhere in this Memorandum, and other Scheme Documents, which
will be provided to each of the prospective investors upon request. The terms hereof are subject to
modification or withdrawal prior to Initial Closing.
S. TERM PARTICULARS
NO.
1. Size of Scheme I  Target Corpus: Scheme I is seeking to accept Capital

Commitments aggregating up to INR 10,000,000,000
(Rupees Ten Billion) (including the Sponsor Commitment).
Subject to the AIF Regulations, the Investment Manager
may, in its sole discretion, choose to close Scheme I at a
lower size.
 Green shoe option: Scheme I will have a green shoe option
to accept additional Capital Commitments aggregating up to
INR 10,000,000,000 (Rupees Ten Billion) at the discretion
of the Investment Manager.
 Scheme I will start making investments, provided that
Scheme I has received Aggregate Capital Commitments of
at least INR 500,000,000 (Five Hundred Million) or such
higher amount as may be decided by the Investment
Manager.
2. Target Investors Scheme I currently intends to accept Capital Commitments from

sophisticated investors including financial institutions, fund of funds,
development finance institutions, multilateral institutions, sovereign
wealth funds, endowment funds, pension funds, family offices,
banks, insurance companies, high net worth individuals, feeder
funds (if any) and/or other sophisticated investors.
3. Classes of Units  Description and specification of Classes of Units: Scheme I will

initially issue three Classes of units (“Units”) to Unit Holders:
Classes Eligible Persons Management Preferred

of Unit Fee payable Return
(on a pre-
(excluding
tax basis)
applicable
GST)
A Class A Units of Per sub-class Per sub-

Scheme I to be issued class
to investors resident in
India and / or Non-
Resident Indian as the
case may be on the
Scheme I (“Class A
Units” and the holders
thereof, the “Class A
S. TERM PARTICULARS
NO.
Unit Holders”).

allotted to Eligible INR terms
Person who are resident
in India and / or Non-
resident Indian as the
case may be and (a)
will make Capital
Commitment of at least
INR 10,000,000
(Rupees Ten Million)
but less than INR
250,000,000 (Rupees
Million); and/or (b)
together with their
Affiliates, as determined
by the Investment
Manager (in accordance
with the AIF
Regulations), will make
a Capital Commitment
aggregating to less than
INR 250,000,000
(Rupees Two Hundred
and Fifty Million)

in India and / or Non-
Resident Indian as the
case may be and (a) will
make Capital
Commitment of at least
INR 250,000,000
(Rupees Two Hundred
and Fifty Million); and/or
(b) together with their
by the Investment
with the AIF
aggregating to at least
INR 250,000,000
(Rupees Two Hundred
and Fifty Million)
S. TERM PARTICULARS
NO.
B Class B Units of Per sub-class Per sub-

Scheme I to be issued class
to the investors who are
resident outside India
(excluding Non-
Resident Indian), on the
Scheme I (“Class B
thereof, the “Class B
Unit Holders”).

outside India (excluding
Non-Resident Indian)
and (a) will make
Capital Commitment of
at least INR 10,000,000
(Rupees Ten Million)
but less than INR
250,000,000 (Rupees
together with their
by the Investment
with the AIF
aggregating to less than
INR 250,000,000
(Rupees Two Hundred
and Fifty Million).

outside India (excluding
Non-Resident Indian)
and (a) will make
Capital Commitment of
at least INR
250,000,000 (Rupees
together with their
by the Investment
with the AIF
than INR 250,000,000
S. TERM PARTICULARS
NO.
(Rupees Two Hundred
and Fifty Million).
C Class C Units of Nil Not

Scheme I to be issued applicable
to the Sponsor and its
Affiliates and/or
employees and/or
directors of the
Sponsor/Investment
Manager as the
Sponsor / Investment
Manager may designate
on the basis of its
respective Capital
Contributions to
Scheme I (“Class C
thereof, the “Class C
Unit Holders”).
C1 Class C1 Units of Nil Not

to the Sponsor towards
the Continuing
Commitment, on the
basis of its respective
Scheme I (“Class C1
thereof, the “Class C1
Unit Holders”).
C2 Class C2 Units of Nil Not

to the Sponsor and its
Affiliates and/or
employees and/or
directors of the
Sponsor/Investment
Manager as the
Sponsor / Investment
Manager may designate
towards their Additional
Commitment, on the
basis of its respective
Scheme I (“Class C2
thereof, the “Class C2
Unit Holders”).
The Class A Unit Holders, Class B Unit Holders and holders of

Units of any other Class (excluding Class C Unit Holders) issued by
Scheme I shall collectively be referred to as the “Investors” and
together with the Class C Unit Holders shall be referred to as the
“Unit Holders”.
S. TERM PARTICULARS
NO.
The Units shall be issued at face value. The face value of the Units
shall be INR 100,000. The Units will have no voting rights except
for the right to vote on proposed changes to its Class rights and on
other matters as set forth in Scheme Documents and the AIF
Regulations. However, the Units may also include a fraction of a
Unit evidencing such Capital Contribution of a value less than the
face value of the Units, for operational reasons
 Additional Classes of Units: As may be necessary or desirable
from time to time (including to accommodate the legal, tax,
regulatory and/or other requirements of Unit Holders), the
Trustee and/or the Investment Manager (on behalf of Scheme
I) may issue Classes or Sub-classes of Units other than Class
A Units, Class B Units or Class C Units, providing the holders
thereof with rights that differ from those of the holders of other
Classes or Sub-classes of Units, but in each case without
materially adversely affecting the rights and interests of any
other then existing Class or Sub-class of Units unless consents
are obtained from, or such matter has been consented to by,
the applicable Class of Unit Holders.
 Economic and special rights attached to such Classes of Units:
Class C Units will not be charged any amount towards
Management Fees and Set-up Costs.
Any special rights attached to any Class of Units issued by
Scheme I providing the holders thereof with any rights that
differ from those of the holders of other classes or series of
Units, as the case may be, shall not have any adverse effect on
the economic or any other rights and interests of any other
class or series of Units existing then.
Please refer to Contribution Agreement for further details
4. List of indicative  Initial Closing: Please refer to Clause 10 (Closings).

timelines for the
Scheme  Additional Closing(s): Please refer to Clause 10 (Closings).
 Final Closing: Please refer to Clause 10 (Closings).
 Investment Period: Please refer to Clause 8 (Investment
Period).
 Term of Scheme I: Please refer to Clause 7 (Term of
Scheme I).
5. Minimum Capital  Minimum Commitment:

Commitment
Class A1 INR 10 million
Units
Class A2 INR 250 million

Units
Class B1 INR 10 million

Units
Class B2 INR 250 million

S. TERM PARTICULARS
NO.
Units
Class C1 Continuing Commitment: An amount which

Units is the lower of INR 50 million or 2.5% of the
Aggregate Capital Commitments received
by Scheme I.
Class C2 INR 10 million

Units
 However, the Investment Manager may, in its sole

discretion, accept Commitments for lesser amounts, subject
to the AIF Regulations.
6. Sponsor Commitment  Sponsor Commitment: For the purposes of the AIF

Regulations, the Sponsor’s Capital Commitment to the Fund
(including Scheme I) will be of an amount which is the lower
of INR 50 million or 2.5% of the Aggregate Capital
Commitments received by Scheme I (“Continuing
Commitment”).
 Additional Amount: In addition to the Continuing
Commitment, the Sponsor will (directly or indirectly through
its Affiliates) make Capital Commitment by subscribing in
Class C Units for such additional amounts (the “Additional
Commitment” and together, with the Continuing
Commitment, the “Sponsor Commitment”), such that
Sponsor Commitment is INR 300,000,000 (Rupees Three
Hundred Million) or 3% of Aggregate Capital Commitments,
whichever is lower.
 Class of Units issued against Sponsor Commitment: Class
C Units will be issued for subscription by the Sponsor and/or
its Affiliates towards the Sponsor Commitment.
 Terms of co-investment by Affiliates of the Investment
Manager/Sponsor:
 Scheme I will not make any Portfolio Investment, unless the
Affiliates of the Investment Manager/ Sponsor (“Sponsor
Co-Investor”) also co-invest with Scheme I, at same terms
as Scheme I after Initial Closing, 25% of Scheme I’s
investment amount (“Minimum Sponsor Co-investment”)
in each Portfolio Investment.
 The outstanding Minimum Sponsor Co-investment when

aggregated across all Portfolio Investments will be capped
at INR 2,500,000,000 (INR Two Billion and Five Hundred
Million). However, the Sponsor Co-Investor and Investment
Manager may exceed the aforementioned cap of INR
2,500,000,000 (INR Two Billion and Five Hundred Million) at
their discretion.
 Co-investment will mean any investment by Persons

including the Investors, as determined by the Investment
S. TERM PARTICULARS
NO.
Manager (“Co-investors”) along with Scheme I and the
Sponsor Co-investor, in the same Portfolio Investment,
pursuant to a co-investment opportunity offered to the Co-
investors by the Investment Manager and/or its Affiliates
(“Co-investment”).
 For any investment opportunity that falls within the

Investment Objective and Strategy of Scheme I, Scheme I
will be provided the first opportunity to invest up to the
maximum Investible Funds (in line with the Scheme I’s
Investment Objective and Strategy, policies and Applicable
Law) in such investment opportunity along with Minimum
Sponsor Co-investment by the Sponsor Co-investor.
 In case Scheme I along with the Sponsor Co-investor is not

amounts of such investment opportunity shall be offered to
the Co-investors. Co-investors may include Affiliates of the
Investment Manager will ensure that the terms offered to
Co-investors will be no more favourable than those offered
to Scheme I, subject to legal, tax, regulatory, or other similar
Affiliates may receive fees and/or other compensation on
the investment opportunity (including Portfolio Investment,
Co-investors), from the Portfolio Vehicles (or their Affiliates
or sponsors) or Co-investors or any other party, which will
not be considered as Other Fees subject to Offset.
 Any such Co-investment may be made available through a

structure determined by the Investment Manager, which
may include one or more pooling and/or investing vehicles
formed subject to Applicable Law, requirements of AIF
Regulations, if applicable, and other conditions as the
Investment Manager may, in its discretion, impose with or
without payment of an additional return, management fee or
other fees.
 Scheme I, the Sponsor Co-investor and each Co-investor

shall bear their own expenses and costs in relation to the
Co-investment, and Scheme I shall not be liable to bear the
 For the avoidance of doubt: (i) each of Scheme I and the

Co-investors participating in any investment opportunity will
act independently and not as an agent of the other; (ii) each
of Scheme I and the Co-investors will make their own
decisions on investments and divestments and be entitled to
the income and losses arising from their investments; and
(iii) Scheme I and the Co-investors are not expected to act
jointly or make any joint decisions and shall not form, or be
deemed to have formed, and it will never be the intent that
they form any joint venture or partnership for the purpose of
making such investments.
 Until the end of the Investment Period, if Scheme I rejects

S. TERM PARTICULARS
NO.
an investment opportunity in a potential portfolio vehicle,
Sponsor Co-investor shall also not invest in such investment
opportunity. However, the foregoing will not apply where
Scheme I is unable to invest in such investment opportunity
on account of unavailability of Undrawn Commitments and
Investible Funds, and/or such an investment opportunity
being outside the scope of (i) the terms of the Scheme
Documents, and/or (ii) Investment Objective and Strategy,
investment policy, and/or concentration norms of Scheme I,
and/or (iii) AIF Regulations and Applicable Law.
 The Minimum Sponsor Co-investment shall be subject to

7. Term of the Fund and  Term and extension period: The term of the Fund will be 20
Scheme I years from the date of the execution of Indenture (“Fund
Term”).
 Term and extension period of Scheme I: Scheme I’s term will
commence from the Initial Closing and will end 4.5 years from
the Final Closing. (“Term”).
 Termination: Subject to the AIF Regulations (see “Section XI:
Legal, Regulatory and Tax Considerations”, clause (f) under
“Alternative Investment Funds”), the Investment Manager may
terminate Scheme I prior to the expiration of its term upon the
occurrence of any of the events set out under the AIF
Regulations.
 Consequences of Termination: The Trustee (in consultation
with Investment Manager), or Investment Manager, or
liquidator or other representative appointed by the Investment
Manager shall fully liquidate and distribute the assets of
Scheme I within a period of 12 months from the date of
termination in accordance with Scheme Documents and AIF
Regulations.
 Indicative actions to achieve effective termination: The assets
shall be liquidated and proceeds accruing to the Unit Holders of
Scheme I shall be distributed, after satisfying all liabilities in
order to effect winding up of Scheme I.
 Unliquidated Investment: Please refer to ‘Clause 26 :
Distribution in-kind’.
8. Investment Period  Investment Period: The period during which Unit Holders’
Aggregate Capital Commitments may be drawn down,
committed or reserved for the purpose of making Portfolio
Investments.
 Duration: Scheme I’s Investment Period will commence from
the date of Initial Closing and will terminate on the last day of
the 42 months of the Final Closing.
 The Investment Period will terminate earlier, if applicable, on
the date: (i) on which the Investment Manager determines, in
its sole discretion, that Scheme I is fully invested, taking into
S. TERM PARTICULARS
NO.
account any Undrawn Commitments that are required by
Scheme I to make prospective Follow-on Investments,
investments that are in process for which Scheme I has
entered into definitive agreements, letters of intent,
memorandum of understandings or any such document, fund
expenses and/or other liabilities and obligations of Scheme I
following the end of the Investment Period; or (ii) on which the
Investment Manager determines it to be impracticable to
continue Portfolio Investments.
 Notwithstanding anything stated above, the Investment Period
will be suspended temporarily on the date on which: (i) the
Aggregate Capital Commitments made by the Unit Holders in a
currency other than INR are fully utilised prior to Aggregate
Capital Commitments made by Unit Holders in INR having
been fully utilised, or (ii) the Aggregate Capital Commitments
made by the Unit Holders in INR are fully utilised prior to the
Aggregate Capital Commitments received in a currency other
than INR having been fully utilised. Notwithstanding anything
stated above, the Investment Period shall not be deemed
suspended for the purposes of making investments pursuant to
Clause 28 (Re-investments) or (iii) if the Investment Manager is
removed pursuant to Clause 33 of this section of the
Memorandum.
 Extension: Not Applicable.
9. Warehoused  Warehoused Investments: Scheme I may acquire Portfolio

Investments Investments from the Investec Group (“Warehousing
Vehicle”) that have been acquired with the intention of
subsequently being transferred to Scheme I (“Warehoused
Investments”).
 Whether warehousing can be done by Sponsor/ Manager, or
any other third party: Warehousing can be undertaken by any
entity which is part of Investec Group.
 Period of Warehousing: Upto Final Closing.
 Timeline for transfer of investment to Scheme I: Within 12
months from the date of investment of Warehoused Investment
by Warehousing Vehicle
 Terms in relation to transfer: Scheme I shall, in respect of each
Warehoused Investment acquired by it, be charged
(a) the fair market value of the Warehoused Investments as
determined by an independent valuer in accordance with
Applicable Law; and/or
(b) any related fees, costs and expenses borne by the

Warehousing Vehicle or the Investment Manager in
connection with acquiring, holding and transferring such
Warehoused Investments (including applicable funding
costs).
(aggregate of (a) to (b) above being referred to as

S. TERM PARTICULARS
NO.
“Warehoused Investment Cost”).
 Information provided to incoming investors: The Investment

Manager shall disclose such warehouse investment to the new
investors at the time of execution of the contribution agreement
by them and inform the existing investors about the
warehoused investment in writing as soon as the investment is
warehoused.
Please refer to Section IX: Conflicts of Interest and Contribution
Agreement for further details.
10. Closings  Closing: Following the execution of 1 or more Contribution

Agreements, the Investment Manager may determine a date on
which the Capital Commitments received from Investors
pursuant to such Contribution Agreements shall become
effective (a “Closing”).
 Timeline of Initial Closing: The first Closing shall be held on or
within 12 months from date of receipt of approval from SEBI for
registration of the Fund as a Category II AIF (“Initial Closing”).
 Additional Closing: The Investment Manager may permit a
prospective investor to be admitted to Scheme I, or an existing
Investor to increase its Capital Commitment (“Additional Unit
Holder”), from time to time, after the Initial Closing, at one or
more additional Closings upto the Final Closing (each an
“Additional Closing”) on such terms and conditions as the
Investment Manager may determine.
o Additional charges on Additional Unit Holders: As
set out in ‘Clause 110: Unit Holders Participating in
Additional Closing’.
o Discretion to waive additional charges applicable on
Additional Unit Holders: As set out in ‘Clause 11:
Unit Holders Participating in Additional Closing’.
 Final Closing and timeline: The Final Closing will occur no later
than 9 months from the Initial Closing, which may be extended
by a period of 3 months by the Investment Manager, at its
discretion (“Final Closing”).
11. Unitholders  Process for on-boarding Additional Unit Holders: Each

Participating in Additional Unit Holder will be allotted Units based on the face
Additional Closing value of such Units. The Additional Unit Holders may be issued
Units of a distinct Series of the relevant Class or Sub-class of
Units for its Capital Contribution. The Additional Unit Holders
will not be entitled to any distributions (including accrued
interest whether distributed or not) made by Scheme I prior to
such Additional Closing or bear any expenses (excluding Set-
up Costs) incurred by Scheme I prior to such Additional Closing
unless any such income or expenses are in relation to period
post such Additional Closing. In such a case, the income/
expense (including Set-up Costs) will be allocated by the
Investment Manager considering aspects such as time
weighted period basis and Aggregate Capital Contributions. In
order to ensure pro-rata participation of Additional Unit Holders
S. TERM PARTICULARS
NO.
in Portfolio Investments made prior to such Additional Closing,
the Additional Unit Holders shall contribute their pro rata share
of all previous Capital Contributions made by the then existing
contributors prior to such Additional Closing net of capital
distributed prior to such Additional Closing, such that after such
Capital Contributions, the proportion of Capital Contributions by
the Additional Unitholders and that of the then existing
Unitholders are equivalent.
 Equalization amount: Please refer above
 Calculation of equalization/compensating contribution: Not
applicable
 Waiver of Compensating Contribution: Not applicable
12. Drawdowns A capital commitment received from a Unit Holder by Scheme I

shall be referred to as a “Capital Commitment”. The aggregate of
such Capital Commitments shall be referred to as the “Aggregate
Capital Commitments”.
Any portion of a Unit Holder’s Capital Commitment that has been
contributed to Scheme I is referred to as its “Capital Contribution”
and the aggregate of all Capital Contributions received by Scheme
I is referred to as the “Aggregate Capital Contributions”.
 Purpose for which drawdown can be made: Capital
Commitments will be drawn down to make Portfolio
Investments, to pay Operating Expenses and Set-up Costs and
for such other permitted purposes, as set out under Scheme
Documents, upon at least 12 calendar Days (“Drawdown Due
Date”) prior written notice issued by the Investment Manager to
the Unit Holders (“Drawdown Notice”), however, the
Investment Manager may at its discretion issue a Drawdown
Notice of not less than (i) 2 business days for drawdown on
Initial Closing; and (ii) 4 business days for any subsequent
drawdowns on and before Final Closing (“Accelerated Notice
Period”), which will be sent by the Investment Manager
through electronic mail and such Drawdown Notice shall be
deemed to have been received by the Unit Holder upon the
expiry of 24 hours from the electronic mail being sent at the
discretion of the Investment Manager. Capital Commitments
will be drawn down in the following proportions: (i) for Portfolio
Investments, from all Unit Holders pro rata to their Undrawn
Commitments subject to Additional Closing detailed in Clause
11 (Unit Holders Participating in Additional Closing) of “Section
VII : Principal Terms of Scheme I”; (ii) for investments by
Scheme I in existing Portfolio Vehicles post Investment Period
(each a “Follow-on Investment”), from all Unit Holders pro
rata to their existing interest in such Portfolio Investment; (iii)
for Operating Expenses (other than Management Fees), from
all Unit Holders pro rata to the respective Capital
Commitments; (iv) for Set-up Costs, from Class A Unit Holder
and Class B Unitholder in accordance with the other Scheme
Documents and (v) for Management Fees from Class A Unit
Holder and Class B Unitholder in accordance with the other
Scheme Documents.
S. TERM PARTICULARS
NO.
 Schedule of Drawdown: On as needed basis.
 Mode of issuance of Drawdown Notice: A Drawdown Notice
may be sent by the Investment Manager through electronic
mail or courier at the address as may be specified by a Unit
Holder in the Contribution Agreement entered into by such Unit
Holder and such Drawdown Notice shall be deemed to have
been received by the Unit Holder upon the expiry of 4 calendar
days from the date of dispatch of the courier; upon the expiry of
24 hours from the electronic mail being sent, as applicable,
except for Accelerated Notice Period, where the Drawdown
Notice will be sent by the Investment Manager through
electronic mail and such Drawdown Notice shall be deemed to
have been received by the Unit Holder upon the expiry of 24
hours from the electronic mail being sent.
 Return of Drawdown amount: Any Capital Contributions drawn
down by Scheme I for the purpose of making a Portfolio
Investment or otherwise will generally, if not so utilised or
required for other purposes of Scheme I within 90 calendar
days following the Drawdown Due Date, be returned to Unit
Holders by way of repayment of their Capital Contributions,
unless the requirement to return such Capital Contributions has
been waived by the Investment Manager, in its discretion.
Upon return of the unutilised Capital Contributions, such
returned Capital Contributions will be added to the Undrawn
Commitments of the Unit Holders and be available for future
draw down. Such unutilised Capital Contributions shall be
distributed pro-rata to the amount drawndown by each Unit
Holders.
 Drawdown post investment period and the manner in which it
will be utilized: After the end of the Investment Period, Unit
Holders shall not be obliged to make further Capital
Contributions other than for the following purposes and any
other purposes determined by the Investment Manager
(subject to, for the avoidance of doubt, the overall limit of the
Undrawn Commitment of each Unit Holder) (“Permitted
Payments”): (i) fund the payment of the Operating Expenses,
reserves, liabilities (including Tax liabilities) and other
expenses of Scheme I as defined in the Scheme Documents
and the Memorandum and provide for any reserves for the
same; (ii) pay costs of investments pursuant to which Scheme I
has entered into a definitive agreement, letter of intent,
memorandum of understanding or any such document prior to
the suspension of the Investment Period and expenses related
to such investments ; (iii) pay the Management Fee and any
Taxes (other than income-tax) arising thereon; (iv) pay
indemnification obligations pursuant to Clause 14
(Indemnification) of “Section VII : Principal Terms of the
Scheme I”; (v) repay Scheme I’s obligations under any
borrowings or guarantee outstanding prior to such suspension;
and/or and (iii) for funding follow-on investments.
13. Excuse and Exclusion  Excused Investor: An Investor will not be obligated to make
Capital Contributions (any such Investor, an “Excused
Investor”) towards any Portfolio Investment if, such Investor
S. TERM PARTICULARS
NO.
delivers an opinion of legal counsel satisfactory to Scheme I
that the making of such Portfolio Investment would be illegal or
otherwise prohibited by law for such Investor. An Investor may
be excluded from a Portfolio Investment (an “Excluded
Investor”) if the Investment Manager, determines reasonably
and in good faith that participation in such Portfolio Investment
is reasonably likely to violate any regulatory requirement or
have financial, legal or other material adverse effects on
Scheme I, or any of its subsidiaries or any Investor.
 Consequences of exclusion: In the event that one or more
Investors are treated as Excused Investors or Excluded
Investors, the Investment Manager may either elect to not
make the Portfolio Investment or elect to make the Portfolio
Investment without the participation of such Excused Investors
or Excluded Investors. The Undrawn Commitment of any
Excused Investor or Excluded Investor will not be reduced as a
result of any excuse or exclusion. However, Scheme I may
issue additional Drawdown Notices to non-Excused Investors
or non-Excluded Investors to replace the Capital Contributions
not made by any Excused Investor or Excluded Investors with
respect to the relevant Portfolio Investment based on such
Investor’s pro rata share of the initial Drawdown relating to the
relevant Portfolio Investment.
14. Indemnification  Applicability and actions for which indemnification is

applicable/not applicable: Each of the Trustee, the Sponsor,
the Investment Manager, their respective Affiliates and any of
their or their respective Affiliates’ officers, directors,
shareholders, partners, members, employees, advisors and
agents, members of any board or committee as contemplated
in the Scheme Documents (each, an “Indemnified Person”)
will be entitled to be indemnified by Scheme I against any
claims, losses, costs, damages or liabilities, including tax
liabilities and expenses and legal fees (“Losses”) as and when
incurred by them by reason of their activities in relation to
Scheme I or on account of acts or omissions by Scheme I or an
Indemnified Person, except to the extent that such Losses
resulted from the Disabling Conduct of the relevant Indemnified
Person. Indemnified Persons will not be liable for any act or
omission performed or omitted to be performed by them in
relation to Scheme I, other than where such act or omission
constituted the Disabling Conduct of the relevant Indemnified
Person.
The paragraph above shall not apply to any claims:
(i) solely between the Investment Manager, the Sponsor
and their Affiliates, except in relation to claims arising
from matters or transactions that had been approved
by the Majority-in-Interest of Unit Holders or where
such matter or transaction had been conducted on an
arm’s length basis, or
(ii) initiated by more than a 75%-in-Interest of Investors
against an Indemnified Person, provided that if such
claim is unsuccessful fully or partially, the Indemnified
Person will be entitled to the benefit provided by the
paragraph above with retrospective effect in full or
S. TERM PARTICULARS
NO.
partially to the extent the claim is unsuccessful, as
applicable.
Please refer to “Indemnification” under “Section X: Risk Factor”.
15. Defaulting Unitholder If an Investor fails to contribute any portion of its required Capital
Contribution on the date specified in the Drawdown Notice
(“Defaulting Unit Holder”) or materially breaches any terms of the
Scheme documents, the Investment Manager may, in its discretion,
declare that a default has occurred with respect to such Unit Holder
and exercise any one or more of the following rights or remedies,
in combination or separately, at Investment Manager’s discretion,
without limitation to:
 suspend all rights of the Defaulting Unit Holder including right:
(i) to participate in future investments of Scheme I, (ii) relating
to the interest of the Defaulting Unit Holder in Scheme I,
and/or (iii) to receive distributions (accrued and future) from
Scheme I;
 issue a notice to the Defaulting Unit Holder to pay the
defaulted amount within 7 (seven) days or a later date decided
in sole discretion of Investment Manager (“Default Cure
Period”) after the default date together with penalty of
1.5%(“Default Interest”) on the defaulter amounts and
expenses incurred by Scheme I on account of the Default.
Any tax on such penal interest shall be recovered from
Defaulting Unit Holder;If the Defaulting Unit Holder pays the
defaulted amounts together with the Default Interest and
expenses within the Default Cure Period, reinstate all rights of
the Defaulting Unit Holder in respect of Scheme I, and, at the
discretion of the Investment Manager distribute any such
Default Interest (net of applicable taxes) to the non-defaulting
Contributor, or retain such amount as an asset of Scheme I
that may be utilised for any permissible purpose under the
Scheme Documents in respect of the relevant Class of Units;
 if the Investor fails to pay the amounts due from it by the end
of the Default Cure Period, Investment Manager at its sole
discretion may:
(a) cause the Defaulting Unit Holder to transfer, immediately

upon written notice, its interests in Scheme I;
(b) cause the forfeiture, redemption or re-classification of a

Defaulting Unit Holder’s interests in Scheme I;
(c) in connection with the exercise by the Investment

Manager of any of the foregoing remedies, the
Investment Manager may cause Scheme I to redeem
such portion of the Defaulting Unit Holder’s Units or
issue, in substitution for such Defaulting Unit Holder’s
Units, such new Units with attributes as the Investment
Manager shall deem fit.
 pursue any other rights or remedies available under
Applicable Laws including, if required, initiate any enforcement
S. TERM PARTICULARS
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action on behalf of Scheme I and all costs (including Tax
liabilities) incurred in pursuing legal and other actions in
connection with such Default will be recoverable from the
Defaulting Unit Holder.
 Discretions that may be exercised by the Investment
Manager: The exercise of any remedies against a Defaulting
Unit Holder by the Investment Manager pursuant to Scheme
Documents shall not preclude the Investment Manager from
pursuing any other rights or remedies available under
Applicable Law including, if required, any enforcement action
on behalf of the Scheme.
A Defaulting Unit Holder will remain liable at all times during the
term of Scheme I to pay its Undrawn Commitments and its pro
rata share (taking into account the defaulted amounts) of the
Management Fees unless its interest has been transferred
pursuant to the application of the default provisions set out above.
The Investment Manager may require all of the non-Defaulting
Contributors of the relevant Class of Units to increase their Capital
Contributions by an aggregate amount equal to the amount of
Default of the Defaulting Unit Holder; provided, that no Investor
will be required to fund amounts in excess of such Contributor’s
Undrawn Commitments.
In the event of a forfeiture of Units of a Defaulting Unit Holder or
any reduction in the Aggregate Capital Commitments arising out
of a Default, Capital Commitments and Capital Contributions of
the Defaulting Unit Holder will be disregarded for the purposes of
any calculations made with reference to Capital Commitments or
Capital Contributions.
If any investor in any Feeder Fund defaults in respect of its
obligation to make capital contributions to such Feeder Fund
pursuant to which the Feeder Fund becomes a Defaulting Unit
Holder of Scheme I, only the portion of the Feeder Fund’s interest
in Scheme I which relates to such defaulting investor’s interest in
the Feeder Fund shall be subject to default provisions at Scheme I
level.
16. Transfer, Withdrawal,  Transfer of Units: Subject to Applicable Law, Investors will not
and Transmission of be entitled to withdraw from Scheme I, and may not transfer
Units their Class A Units or Class B Units (as applicable), without
having obtained the prior written consent of the Investment
Manager, which may be given or withheld in the sole
discretion of the Investment Manager.
Units will not be redeemable at the option of the holder
thereof.
 Conditions applicable for permissible transfer: A prior written
consent of the Investment Manager is required, which may be
given or withheld in the determination of the Investment
Manager. Such transfer shall be subject to such conditions as
may be imposed by the Investment Manager as it deems fit in
line with Applicable Laws.
 Withdrawal of Units and the process: The Investment
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Manager may require a Unit Holder to withdraw from Scheme
I, transfer its Units or prohibit further Capital Contributions, if
the Investment Manager determines that the continued
participation of such person in Scheme I is in breach of
Applicable Law or may adversely affect Scheme I due to any
legal, regulatory or other considerations.
 Transmission of Units and the process: The Units may be
transmitted subject to the successor Investor satisfying the
necessary conditions as specified by Investment Manager and
Applicable Law.
17. Management Fees  Management Fees and basis of charging: Scheme I will pay
an annual management fee, on behalf of the Investors, to the
Investment Manager (“Management Fee”) calculated on the
Net Drawndown Capital at the rate applicable on the relevant
Class of Unit as provided in table in subsection titled “Classes
of Units” of “Section VII: Principal Terms of Scheme I”, “Net
Drawndown Capital” means the Aggregate Capital
Contributions that have been drawn down including for Follow-
on Investments less the acquisition cost of the Portfolio
Investments that have been distributed, or written off.
 Frequency of charging Management Fees: The Management
Fee will accrue and be payable quarterly in arrears on March
31st, June 30th, September 30th and December 31st of each
Financial Year. The calculation of the Management Fee will be
pro rated in respect of any Financial Year that is less than a
full year. The Manager may elect to reduce, rebate and/or
waive some or all of the Management Fee payable by a class
of Contributors.
 Method of collection and Management Fee offset:
100% of the Other Fees Subject to Offset (net of any GST
or other similar taxes if applicable) will first be applied to
unreimbursed out-of-pocket expenses related to the
applicable transaction and thereafter, the Management Fees
will be reduced by 100% of any such remaining Other Fees
Subject to Offset; or utilised by the Investment Manager for
expenses or liabilities of Scheme I that would otherwise
require drawdown of Capital Contributions or deduction from
Net Distributable Cash.
 “Other Fees Subject to Offset” means any fees and
commissions (such as broken deal fees, director’s fees,
consulting fees, monitoring fees and secondee fees), received
from Portfolio Vehicles by the Investment Manager, any Key
Persons or officers of the Investment Manager, or any of its
Affiliates, in connection with the investment or divestments of
Scheme I excluding amounts received:
(i) on an arm’s length basis, for normal consulting,
advisory, and other services as may be required by
Scheme I and/or Portfolio Vehicles in circumstances
where Scheme I, or a Portfolio Vehicle would typically
engage a third party to provide such services, which
are outside the usual terms of engagement of the
S. TERM PARTICULARS
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Investment Manager;
(ii) towards: (a) fees paid by the Portfolio Vehicles (or their
Affiliates or sponsors) or Co-investors or any other
party to the Investment Manager and/or its Affiliates on
the investment opportunity (including Portfolio
Investment, Minimum Sponsor Co-investment and the
Co-Investment by other Co-investors), in accordance
with Clause 34 (Co-investment) under “Section VII:
Principal Terms of Scheme I”; and/or (b) fees and/or
other compensation/income from the Portfolio
Vehicles, in case of any secondary acquisition of
Portfolio Investment from Investment Manager and/or
its Affiliates
 Inclusive or exclusive of any applicable taxes: Each instalment
of the Management Fee will be increased by any applicable
tax and other statutory charges payable thereon, and the
Investment Manager and its affiliated entities (including
Sponsor) will be entitled to recover from Scheme I any tax or
duty, including any GST (other than income tax) which is or
may become leviable under Applicable Law on the
Management Fees and any other pay-outs to the Investment
Manager and its affiliated entities (including Sponsor).
 Reduction of Management Fees for any class of Units: Class
C Unit Holder will not be required to pay any Management
Fees.
The Management Fees shall be paid after appropriate withholding
of Taxes as per Applicable Law.
Please refer to “Section XII: Illustration of Fees and Expenses” for
tabular calculation of the Management Fees
18. Trusteeship Fees  Basis and frequency of charging trusteeship fees: For acting
as the Trustee of the Fund and Scheme I and discharging its
functions and responsibilities as the Trustee, the Trustee shall
be entitled to receive from Scheme I a one-time fee of INR
3,50,000 and a recurring fees of INR 2,00,000 per annum
during Scheme I Term or such amount as may be mutually
agreed in writing between the Investment Manager and the
Trustee (“Trusteeship Fees”). In addition, the Trustee shall
be entitled to recover from Scheme I any: (i) Tax, or duty
(other than income tax) which is, or may become, leviable
under the Applicable Law on the fee payable to the Trustee by
Scheme I; and (ii) expenses incurred by the Trustee for and
on behalf of Scheme I.
The Trusteeship Fees shall be paid after appropriate withholding of
Taxes as per Applicable Law.
19. Other Fees Please refer to Clause 17 0 (Management Fees).
20. Direct Plan for Not Applicable

S. TERM PARTICULARS
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Investors
21. Expenses A. Operating Expenses

Scheme I will be responsible for the fees, costs, expenses
and other liabilities relating to its own operations, plus any
applicable taxes (“Operating Expenses”) including, without
limitation:
(i) Management Fees payable by Scheme I;
(ii) all third-party due diligences, documentation, travel,

and other costs (including any legal fees, accounting
fees consulting fees, investment banking fees, any
other professional fees etc.) relating to all aspects of
origination, evaluation, consideration, investigation,
negotiation, execution, acquisition, management,
operation, monitoring (if applicable) etc. of all
investment transactions whether or not such
investment transactions are consummated, including
but not limited to referral fees paid to intermediaries;
(iii) all third-party due diligences, documentation, travel

and other costs (including any legal fees, accounting
fees, consulting fees, investment banking fees, any
other professional fees etc.) relating to all aspects of
origination, evaluation, consideration, investigation,
negotiation, execution, operation, management,
monitoring (if applicable) investigation, consideration
and negotiation), of all disposition transactions for
investments whether or not consummated including
but not limited to referral fees paid to intermediaries;
(iv) Trustee Fees payable by Scheme I;
(v) all taxes, fees, and other governmental charges

applicable to Scheme I and its assets including any
GST, indirect taxes or statutory charges charged on
expenses or any pay-outs by the Scheme I;
(vi) all indemnities and other expenses related to

litigation or other claims, directly or indirectly, against
Scheme I, subject to the limits on indemnification set
forth in Scheme Documents;
(vii) banking and custody costs and currency exchange

charges;
(viii) travel expenses of the personnel of the Investment

Manager and its Affiliates in connection with
performances under the Investment Management
Agreement, including travel relating to origination,
deal negotiation meetings, investigation, site visits,
business development, management meetings,
documentation, acquiring, portfolio, monitoring,
managing, selling, or disposing of Investments or
prospective Investments regardless of whether any
transactions are consummated;
S. TERM PARTICULARS
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(ix) fees of any administrator, custodian, transfer agents,

valuer, insurance providers and other service
providers appointed by Scheme I;
(x) expenses incurred in connection with meetings of

Unit Holders and, if applicable, shareholders or
members of related entities;
(xi) administrative expenses of Scheme I and, if

applicable, related entities, such as costs of
preparing and circulating reports to the Unit Holders
or members or shareholders, as applicable, any
necessary registration, licensing, approval and filing
fees paid by the foregoing entities (including in
connection with any filing fees required to be paid in
connection with filings with competent authorities)
and printing, clerical and travel expenses;
(xii) costs of preparing and making all tax, regulatory, and

other governmental reports, returns, and filings;
(xiii) legal, auditing, consulting, financial and accounting

fees and expenses of Scheme I, and, if applicable,
related entities;
(xiv) liquidation cost; and
(xv) all other non-recurring or extraordinary expenses

attributable to the activities of the Scheme I as
determined by the Investment Manager in good faith.
B. Estimates/Caps on Operating Expenses: The Operating

Expenses set out above will be borne by Scheme I on
actuals, in accordance with this Memorandum and
Scheme Documents. Operating Expenses will be
increased by any applicable GST and other statutory
charges payable thereon, if applicable.
C. Set-Up Costs:
There will be certain one-time set-up costs plus applicable

taxes (including any applicable GST and other statutory
charges payable thereon, if applicable other than income-
tax) (“Set-Up Costs”) in connection with the formation of
Fund (including Scheme I) and the offering of interests
therein, where applicable including but not limited to the
costs of preparing the organisational, marketing materials
and offering documents, legal, advisory and accounting
fees, printing costs, travel expenses, placement and
distribution expenses, including any placement agent fee
and costs of seeking and applying for registrations,
licenses and filings.
The Set-up Costs will be increased by any applicable
goods and services tax and other statutory charges
payable thereon, if applicable.
S. TERM PARTICULARS
NO.
D. Estimate Cap: Any Set-up Costs borne by Scheme l on
behalf of the Investors (either directly or through
reimbursement of such amounts to the Investment
Manager in case it is borne by Investment Manager, for
and on behalf of Scheme I) shall be capped at 1% of the
aggregate Capital Commitment of the Investors. Any Set-
up Costs over 1% of the aggregate Capital Commitment
to the Investors will be borne by the Investment Manager.
No Set-Up Costs will be charged to Class C Unit Holder.
The expenses set out above shall be paid after appropriate
withholding of Taxes, as applicable.
22. Expense of the The Investment Manager will be responsible for its own:
Investment Manager
(i) personnel and overhead expenses, including compensation
for its employees and fees payable to advisory board
members, if applicable;
(ii) statutory, legal, audit and other third party fees and operating
expenses of the Investment Manager (other than relating to
Scheme I, including but not limited to those specified under
Clause 20); and
(iii) rent, utilities, Taxes, and other day to day expenses of the
Investment Manager (other than relating to Scheme I,
including but not limited to those specified under Clause 20),
(such expenses to be borne by the Investment Manager
“Investment Manager Expenses”).
23. Borrowings Conditions: Scheme I may not borrow funds directly or indirectly
and
shall not engage in leverage except for meeting temporary
funding requirements subject to an aggregate amount not more
than 10% of the Investible Funds and for not
more than 30 days, on not more than 4
occasions in a year and in accordance with the extant AIF
Regulations.
24. Hurdle rate of Return / (a) Class A Units: Pre-tax annualised internal rate of return of
Preferred rate of 11% (eleven per cent) per annum in INR terms.
return
(b) Class B Units: Pre-tax annualised internal rate of return of
11% (eleven per cent) per annum in INR terms.
25. Distributions Investment Scheme I will receive proceeds from

proceeds redemption proceeds, proceeds on account
of return of capital, net sale or disposition
proceeds and any interest, redemption
premium or other income attributable to
Portfolio Investments
Reserves  Retention of investment proceeds:

The Trustee or Investment
S. TERM PARTICULARS
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Manager may create from cash
received by Scheme I appropriate
reserves to meet liabilities and
expenses, whether actual or
contingent, as well as for permitted
reinvestments or Follow-on
Investments.
 Reasons for creation of reserves:
Reserves shall be utilised towards
satisfaction of obligations and
liabilities which may arise on
Scheme I including tax (on
distributions or otherwise) and
contingent liabilities.
 Expected period of retention of
reserve: For such time as may be
reasonably practicable
Distribution Net proceeds attributable to any Portfolio

Proceeds Investment, including any redemption
proceeds, proceeds on account of return of
capital, net sale or disposition proceeds
and any interest, redemption premium or
other income received with respect to such
investment.
Distribution Net Distributable Cash will:

Waterfall
(i) initially be apportioned among each
Class of Units on a pro rata basis
according to the respective Capital
Contributions of each such Class of
Units made in respect of the
Portfolio Investment giving rise to
such Net Distributable Cash;
(ii) such apportioned Net Distributable
Cash pursuant to paragraph (i)
above will be further apportioned
among each Unit Holder within that
Class of Units on a pro rata basis
according to the respective Capital
Contributions made in respect of
such investment; and
(iii) subject to availability of Net
Distributable Cash, such
apportioned Net Distributable Cash
attributable to each Class of Units
as reduced by any liabilities and
expenses or reserves thereof (as
may be applicable to such Unit
Holders and Sub-Classes thereof)
shall be distributed atleast on a
quarterly basis.
Hurdle Rate of  Method of computation: Internal Rate

S. TERM PARTICULARS
NO.
Return of Return. It will be computed using
the “XIRR” function in the software
called “Microsoft Excel”.
 Specification as to applicability to
different classes of units and currency
of computation:
(a) Class A Units: Pre-tax annualised
internal rate of return of 11%
(eleven per cent) per annum in
INR terms.
(b) Class B Units: Pre-tax annualised
internal rate of return of 11%
(eleven per cent) per annum in
INR terms.
 Whether computed on a pre-tax basis
or a post-tax basis: Pre-tax basis
Catch up Not applicable.
Carry/Additional  Rate of additional return: 10%

return
computation  Allocation of additional return/carried
interest and calculation: Aggregate
portfolio basis.
 Discretion for variation of
carry/additional Interest: At the
discretion of the Investment Manager
without prejudice to other Unit Holder.
Allocation of distribution proceeds: Net proceeds attributable to any

Portfolio Investment, including any redemption proceeds, proceeds
on account of return of capital net sale or disposition proceeds and
any interest, redemption premium or other income received with
respect to such investment (“Net Distributable Cash”) will subject
to Clause 28 (Re-investments) of Section VII: Principles Terms of
Scheme I” and the Scheme Documents:
(i) initially be apportioned among each Class of Units on a pro
rata basis according to the respective Capital Contributions of
each such Class of Units made in respect of the Portfolio
Investment giving rise to such Net Distributable Cash;
(ii) such apportioned Net Distributable Cash pursuant to
paragraph (i) above will be further apportioned among each
Unit Holder within that Class of Units on a pro rata basis
according to the respective Capital Contributions made in
respect of such investment; and
(iii) subject to availability of Net Distributable Cash, such
apportioned Net Distributable Cash attributable to each Class
of Units shall be distributed atleast on a quarterly basis.
A. With respect to Class A Unit Holder
Net Distributable Cash so apportioned to a Class A Unit Holder as
reduced by any liabilities and expenses or reserves thereof (as may
S. TERM PARTICULARS
NO.
be applicable to Class A Unit Holders and Sub-Classes thereof) ,
will be distributed by the Scheme I to such Class A Unit Holder and
the Class C Unit Holders (inter se the Class C Unit Holders, pro
rata to their Capital Contributions) on a ‘fund as a whole’ basis as
follows:
(i) Return of Capital Contributions (“Returned Capital
Contribution”): First, 100% to such Class A Unit Holder until
the cumulative distributions to such Class A Unit Holder
equal its Aggregate Capital Contribution to the Class A
Units;
(ii) Preferred return: Second, 100% to such Class A Unit
Holder until the cumulative distributions to such Class A Unit
Holder under this paragraph A(ii) are sufficient to provide
such Class A Unit Holder with a Preferred Return on the
Returned Capital Contribution (distributed under paragraph
A(i) above) (computed from the Drawdown Due Date or the
date such Capital Contributions are made to Scheme I,
whichever is later, until the dates distributions are made
pursuant to paragraph A(i) above) and
(iii) 90/10 Split: Thereafter, 90% to such Class A Unit Holder
and 10% to the Class C Unit Holders.
B. With respect to Class B Unit Holder
Net Distributable Cash so apportioned to a Class B Unit Holder as
reduced by any liabilities and expenses or reserves thereof (as may
be applicable to Class B Unit Holders and Sub-Classes thereof),
will be distributed by the Scheme I to such Class B Unit Holder and
the Class C Unit Holders (inter se the Class C Unit Holders, pro
rata to their Capital Contributions) on a ‘fund as a whole’ basis as
follows :
(i) Return of Capital Contributions: First, 100% to such
Class B Unit Holder until the cumulative distributions to such
Class B Unit Holder equal its Aggregate Capital Contribution
to the Class B Units;
(ii) Preferred Return: Second, 100% to such Class B Unit
Holder until the cumulative distributions to such Class B Unit
Holder under this paragraph B(ii) are sufficient to provide
such Class B Unit Holder with a Preferred Return on the
Returned Capital Contribution (distributed under paragraph
B(i) above) computed from the Drawdown Due Date or the
date such Capital Contributions are made to Scheme I,
whichever is later, until the dates distributions are made
pursuant to paragraph B(i) above) and
(iii) 90/10 Split: Thereafter, 90% to such Class B Unit Holder
and 10% to the Class C Unit Holders.
Net Distributable Cash so apportioned to a Class C Unit Holder will
be distributed by Scheme I to such Class C Unit Holder, pro rata to
S. TERM PARTICULARS
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their Capital Contributions.
Distributions to the Class C Unit Holder under “With respect to each
Class A Unit Holder” and “With respect to each Class B Unit
Holder” above are referred to as “Additional Returns.” Additional
Returns will be distributed among the Class C Unit Holders on a
pro rata basis according to the number of Class C Units held by
each of them.
If and to the extent that Scheme I is required to withhold or pay any
taxes (whether at the time of distributions or otherwise) in relation
to, on behalf or allocable to any Unit Holder, such Unit Holder shall
be deemed to have received a payment from Scheme I, as of the
time that such tax is required to be paid on distributions made by
Scheme I or otherwise, which payment will be deemed to be a
distribution of Net Distributable Cash with respect to such Unit
Holder in relation to its interest in Scheme I and will be taken into
account in calculating future distributions by Scheme I as may be
applicable.
GST, if any, arising on the expenses and any payouts to the
Investment Manager or its Affiliates will be borne by Scheme I.
26. Distribution in-kind  Circumstances and type of assets: Distributions are expected
to be made in cash but the Investment Manager may also
make distributions of non-cash assets of Scheme I in
accordance with the Contribution Agreement and the AIF
Regulations. The Investment Manager will make reasonable
efforts to liquidate the Portfolio Investments upon termination
of Scheme I. If the Investment Manager is unable to liquidate
all of the Portfolio Investments and realize cash proceeds out
of such disposition, the Investment Manager may distribute all
un-liquidated investments in specie amongst the Investors,
subject to consent of 75%-in-Interest of the Unit Holders in
accordance with the AIF Regulations and on such terms and
conditions, as the Investment Manager may, in its sole
discretion deem appropriate. Further, the distribution of such
non-cash assets will be made in accordance with Clause 24
(Distributions) pursuant to the valuation of such non-cash
assets, subject to any limitations set forth in Scheme
Documents.
 Restrictions: Not applicable
The Investment Manager may in its discretion require the
27. Mandatory exit of
withdrawal or mandatory redemption of all or some of the Units
Investors
held by any Investor upon either: (i) a determination by the
Investment Manager that such holding may result in material
adverse effect from a legal, regulatory, or commercial perspective
for Scheme I, (ii) the failure of a Investor to respond promptly to
requests for information reasonably required by the Investment
Manager to determine whether such Investor’s holding results in
material legal, regulatory, or other problems for Scheme I, or (iii) a
breach of any representation or warranty made by an Investor to
S. TERM PARTICULARS
NO.
Scheme I.
Please refer to Clause 13 (Excuse and Exclusion).
28. Re-investment  Re-investment: All cash received by the Scheme I

representing a return of the capital invested in a Portfolio
Investment may be reinvested prior to the end of the
Investment Period. Any cash distributed by the Scheme I as a
return of Capital Contributions prior to the end of the
Investment Period shall be subject to recall and shall increase
the Undrawn Commitments of such Contributors and shall,
consequently, be available for future Drawdown.
 Cap on re-investment and time period: The Investment
Manager may retain for re-investment an amount equal to
invested capital portion of any proceeds received by the
Scheme I from the realisation of any Portfolio Investment prior
to the end of the Investment Period. Any cash distributed by
the Fund as a return of Capital Contributions prior to the end
of the Investment Period shall be subject to recall and shall
increase the Uncalled Commitments of such Contributors and
shall, consequently, be available for future Drawdown. The re-
investment shall be made, at the discretion of the Investment
Manager, after retaining amount towards expenses, Taxes or
reserves for such expenses.
29. Temporary  Kind of instruments: Subject to the AIF Regulations such

deployment of Temporary Investments shall only be in liquid mutual fund or
surplus funds bank deposits or other liquid assets of higher quality such as
treasury bills, g-secs, CBLOs, commercial papers, certificates
of deposits etc.
 Process to be followed: Amounts held by Scheme I pending
Portfolio Investment, distributions or as a reserve for Scheme I
may be invested in temporary investments, as permitted under
the AIF Regulations (“Temporary Investments”).
 Maximum duration: Scheme I shall ordinarily not hold
Temporary Investments for a duration exceeding 12 months.
 Manner of distribution of income from temporary deployment
of funds: Net Distributable Cash attributable to a Temporary
Investment will be distributed by Scheme I to the Unit Holders
on a pro rata basis according to their respective Capital
Contributions.
30. Clawback of Upon the dissolution of Scheme I and the distribution of its
Additional Return remaining assets, the Class C Unit Holders will be required to
restore funds to Scheme I, representing distributions of Additional
Return received by them, for distribution to a Class A Unit Holder
and Class B Unit Holder to the extent, if any, that:
(i) amounts previously distributed to the Class C Unit Holders as
their aggregate Additional Return with respect to such Class
A and Class B Unit Holder exceeds the aggregate amount
S. TERM PARTICULARS
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due to the Class C Unit Holders as their aggregate Additional
Return with respect to that Class A Unit Holder and Class B
Unit Holder, and
(ii) amounts previously distributed to such Class A Unit Holder
and Class B Unit Holder is less than the aggregate of its
Returned Capital Contribution and Preferred Return thereon.
The aggregate amount that may be clawed back from each of the
Class C Unit Holders for such shortfall shall not exceed the
aggregate distributions of Additional Return on the Class C Units
held by such Class C Unit Holder net of taxes to which such Class
C Unit Holder, or owners or predecessor holders of such Class C
Units, as applicable, shall be subject in relation to such distributions
or related allocations of taxable income or gain.
31. Giveback by the  Giveback and limitations of giveback: The Trustee and/or the
Investors Investment Manager may, subject to reasonable notice,
require each Unit Holder to return distributions made to it for
the purpose of meeting such Unit Holder’s pro rata share of
any obligations or liabilities (including tax liabilities); provided,
that no Unit Holder will be required to return distributions after:
(i) the third anniversary of the end of the Financial Year in
which Scheme I was liquidated, in relation to an
obligation or liability that is not related to tax, or
(ii) the time period prescribed under Applicable Law, in
relation to an obligation or liability that is related to tax;
provided, that if on or before the above mentioned dates, the

Investment Manager has given the Unit Holders notice of the
commencement of an investigation, action, suit, arbitration or other
proceeding (“Giveback Proceeding”), then the obligation to return
such distribution will continue until the conclusion of such Giveback
Proceeding.
 Process to be followed in case of giveback: When any return
of distributions is sought, the Investment Manager will seek
such return of distributions in the reverse order of priority set
out in the Distribution Waterfall.
32. Key Person and Key  Details of Key Person: “Key Person” means Mr. Piyush
Person Event Gupta, Ms. Supriya Kumar, Mr. Abhishek Balan and Ms.
Namrata Pai provided that at any time, the Investment
Manager will have the right to designate as Key Persons,
additional and/or replacement persons with similar business
experience.
 Key Person event and consequences: If, at any time prior to
the end of the Investment Period, majority of the Key
Person(s) ceases to comply with the Time Devotion Covenant
for any reason, other than death or personal disability or
incapacity (a “Key Person Event”), then the Investment
Manager will: (i) forthwith provide a written notice to the Unit
Holders of such Key Person Event, and (ii) make
commercially reasonable efforts to find a suitable replacement
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of the Key Person with a person and/or persons of similar
business experience within 180 (one hundred and eighty)
business days from the date of occurrence of the Key Person
Event.
“Time Devotion Covenant” refers to the requirement that both the
Key Persons devote necessary business time to the affairs of the
Investment Manager, the Scheme I and where applicable, existing
accounts, related fund entities, Successor Funds, and/or co-
investment vehicles.
33. Removal of the  Reasons for removal of the Investment Manager: The
Investment Manager Investment Manager may be removed at any time upon the
Unit Holders giving written notice of such removal to the
Trustee, pursuant to a vote of 75%-in-Interest of the Unit
Holders (“Cause Removal”), in accordance with Scheme
Documents, if the Investment Manager is determined to have
committed a Disabling Conduct. Unit Holders may vote for the
removal of the Investment Manager within a period of 120
days from the date of such judgement.
 Process to be followed for removal and Compensation to the
Investment Manager: In the event of a Cause Removal: (i) the
Investment Manager will receive the Management Fee
payable up to the date of appointment of replacement
Investment Manager; (ii) the Unit Holders may elect by a vote
of 75%-in-Interest of Unit Holders to: (x) continue Scheme I
and appoint a replacement investment manager; or (y)
terminate Scheme I; and (iv) each Class C Unit Holder will
elect to either transfer its Class C Units to one more persons
identified by such Class C Unit Holder or continue to hold its
Class C Units (in which case the Class C Unit Holder will also
elect whether it will continue to fund drawdowns for the
remaining portion of its Undrawn Commitment) and such
Class C Units will be held by the Class C Unit Holder
(including any transferee), on the same terms as are
applicable to Class A Units or Class B Units, as applicable.
“Disabling Conduct” means:
(i) conviction of the Investment Manager by a non-
appealable court of competent jurisdiction of a “crime”
(in the nature of: (i) moral turpitude; (ii) Financial
Offences; and/or (iii) offence involving bodily harm and
has a material adverse effect on Scheme I;
(ii) determination by a non-appealable court of competent
jurisdiction that (a) the Investment Manager is culpable
of gross negligence, actual fraud, wilful misconduct or
a knowing material breach of Scheme Documents
having a material adverse effect on Scheme I; or (b)
the Investment Manager is in material violation of any
securities laws and such violation has a material
adverse effect on Scheme I.
 Conditions when the Manager will not be liable to receive any
compensation: Please refer above.
The provisions in the contribution agreement for this ‘Clause 33 0:
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Removal of Manager’ shall be in line with the provisions in this
Memorandum.
34. Co-investment  Scheme I will not make any Portfolio Investment, unless the
Affiliates of the Investment Manager/ Sponsor (“Sponsor
Co-Investor”) also co-invest with Scheme I, at same terms
as Scheme I after Initial Closing, 25% of Scheme I’s
investment amount (“Minimum Sponsor Co-investment”)
in each Portfolio Investment.
 The outstanding Minimum Sponsor Co-investment when
aggregated across all Portfolio Investments will be capped
at INR 2,500,000,000 (INR Two Billion and Five Hundred
Million). However, the Sponsor Co-Investor and Investment
Manager may exceed the aforementioned cap of INR
2,500,000,000 (INR Two Billion and Five Hundred Million) at
their discretion.
 Co-investment will mean any investment by Persons

including the Investors, as determined by the Investment
Manager (“Co-investors”) along with Scheme I and the
Sponsor Co-investor, in the same Portfolio Investment,
pursuant to a co-investment opportunity offered to the Co-
investors by the Investment Manager and/or its Affiliates
(“Co-investment”).
 For any investment opportunity that falls within the

Investment Objective and Strategy of Scheme I, Scheme I
will be provided the first opportunity to invest up to the
maximum Investible Funds (in line with the Scheme I’s
Investment Objective and Strategy, policies and Applicable
Law) in such investment opportunity along with Minimum
Sponsor Co-investment by the Sponsor Co-investor.
 In case Scheme I along with the Sponsor Co-investor is not

amounts of such investment opportunity shall be offered to
the Co-investors. Co-investors may include Affiliates of the
Investment Manager will ensure that the terms offered to
Co-investors will be no more favourable than those offered
to Scheme I, subject to legal, tax, regulatory, or other similar
Affiliates may receive fees and/or other compensation on
the investment opportunity (including Portfolio Investment,
Co-investors), from the Portfolio Vehicles (or their Affiliates
or sponsors) or Co-investors or any other party, which will
not be considered as Other Fees subject to Offset .
 Eligibility criteria: Any such co-investment opportunity may
be made available through a structure determined by the
Investment Manager, which may include one or more
pooling and/or investing vehicles formed subject to
Applicable Law, requirements of AIF Regulations, if
applicable, and other conditions as the Investment Manager
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may, in its discretion, impose with or without payment of an
additional return, management fee or other fees.
 Fees commission etc.: As specified above.
 Cost to AIF/ Scheme, if any, attached with the Co-
investment activity: Scheme I and each Co-investor shall
bear their own expenses and costs in relation to a co-
investment, and Scheme I shall not be liable to bear the
For the avoidance of doubt: (i) each of Scheme I and the Co-
investors participating in any investment opportunity will act
independently and not as an agent of the other; (ii) each of Scheme
I and the Co-investors will make their own decisions on
investments and divestments and be entitled to the income and
losses arising from their investments; and (iii) Scheme I and the
Co-investors are not expected to act jointly or make any joint
decisions and shall not form, or be deemed to have formed, and it
will never be the intent that they form any joint venture or
partnership for the purpose of making such investments. The said
co-investment by the Sponsor Co-investor shall be subject to
Please refer to Section IX: Conflicts of Interest and Contribution
Agreement for further details.
35. Parallel Vehicles/  Parallel Vehicles: The Investment Manager or an Affiliate may
Alternative establish one or more separate Persons that it Controls that
Investment Structures are formed to meet the needs of investors and that will,
subject to legal, tax or regulatory constraints, make and
dispose of Portfolio Investments in parallel with Scheme I and
any Alternative Investment Vehicles (each such Person a
“Parallel Vehicle”), including a Person established under the
AIF Regulations. The terms and conditions on which such
Parallel Vehicle will invest shall be set out in organisational
documents of the Parallel Vehicle.
 Alternative Investment Vehicle: In connection with any
potential Portfolio Investment, the Investment Manager will
have, subject to Applicable Law, the right to direct the Capital
Contributions of some or all the Investors to be effected
through one or more alternative investment vehicles
(“Alternative Investment Vehicles”) if the use of such
Alternative Investment Vehicles would allow one or more
Investors to address legal, tax or regulatory constraints in
respect of a particular Portfolio Investment.
 Costs: Any expenses incurred in connection with the
acquisition, holding and disposition of an investment in a
Portfolio Vehicle in which Scheme I and any or more Parallel
Vehicles or Alternative Investment Vehicles (as applicable)
have invested shall be divided between Scheme I and the
Parallel Vehicles or Alternative Investment Vehicles (as
applicable) concerned in proportion to their investment in the
said Portfolio Vehicle. Any expenses incurred in the formation
and maintenance of a Parallel Vehicles or Alternative
Investment Vehicles (as applicable) (including, but not limited
to, any taxes to which a Parallel Vehicles or Alternative
Investment Vehicles (as applicable) may be subject) shall be
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divided between Scheme I or any other Parallel Vehicles or
Alternative Investment Vehicles (as applicable).
Any Parallel Vehicles or Alternative Investment Vehicles (as
applicable) established in India will seek registration under the AIF
Regulations.
36. Successor Funds  Successor Fund: Until the earlier of:

(i) the end of the Investment Period; or
(ii) the date on which at least 75% of the Aggregate Capital
Commitments have been drawn down, committed for
investment by way of legally binding commitments or
reserved for fees, costs, expenses or other liabilities, or
reserved for follow-on investments, the Investment
Manager, the Sponsor and their respective Affiliates will
not commence investment activity on behalf of any new
investment vehicle that: (a) pools the capital of third
party investors; and (b) has substantially the same
investment objectives and strategy as Scheme I (a
“Successor Fund”) without having obtained the
approval of Majority-in-Interest of Unit Holders.
 Exemptions to Successor Fund: Parallel Vehicles, Alternative
Investment Vehicles, and/or co-investment vehicles formed in
connection with Scheme I are not Successor Funds.
37. Reporting  Frequency and type of reporting to Unit Holders:

Each Unit Holder will receive such information and reports as
required to be provided to the Unit Holders under the AIF
Regulations and will also receive annual audited financial
statements of Scheme I. Copies of the annual compliance test
report required to be submitted by Scheme I to the Trustee
shall be made available to any Unit Holder as soon as
possible. The Investment Manager may also provide such
other reports as may be reasonably requested by the Unit
Holder.
 The Investment Manager shall provide reports to Unit Holders
and SEBI, in accordance with the AIF Regulations
The Investment Manager on behalf of Scheme I shall
communicate with the Investor on a periodic basis and send
updated reports to the Investor as under:
(a) Periodic updates including statement of account,
providing details of investments made and other
information required to be disclosed under the AIF
Regulations.
(b) Form 64C in accordance with the provisions of the
Income-tax Act, 1961 (ITA) read with Income Tax
Rules, 1962.
(c) A detailed annual report comprising audited financial
statements of Scheme I, financial information of the
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Portfolio Vehicles, material risks and how they are
managed and other material information on Scheme I
that is deemed to be relevant by the Investment
Manager. This information shall be sent to the
Contributors within 180 (one hundred and eighty) days
from the close of the relevant financial year.
(d) Information with respect to any fees charged by the
Investment Manager.
(e) Information with respect to any breach of a provision of
the Memorandum, or any Scheme Documents.
(f) Disclosure of actual conflicts as may be required to be
done under the AIF Regulations.
(g) Information with respect to any change in control of
Sponsors/Investment Manager, any change in the
Sponsors/Investment Manager, any significant change
in the investment team, information with respect to any
inquiries/ legal actions by legal or regulatory bodies in
any jurisdiction, any change to the Memorandum in
accordance with the AIF Regulations, any changes in
the disciplinary history and such other information as
required to be reported/disclosed to the Contributors in
terms of the AIF Regulations, from time to time.
All the above referred reports/information shall be sent
electronically by e- mail unless otherwise specified by the
Contributor.
The Investment Manager shall provide the Contributors with
Scheme I’s valuation methodology and procedure in
accordance with the AIF Regulations. The assets of
Scheme I will be valued in accordance with the AIF
Regulations and the disclosure shall be made to the
Contributors in its periodical communication.
 Reporting to SEBI: The Investment Manager will file such
reports to SEBI as required under the AIF Regulations.
 Additional reports: The Investment Manager may provide for
such additional reports that it may deem necessary for the
benefit of the Unit Holder. The Investment Manager shall
provide newsletters, portfolio performance and statement of
account to the Investors on a quarterly basis.
38. Valuations The Unit Holders will be provided with a description of the valuation
procedure and the methodology of valuation and valuation shall be
conducted quarterly. The Investment Manager will comply with the
requirements of the AIF Regulations and Scheme Documents in
connection with the valuation of the Investments of Scheme I.
Please refer to “Section VIII: Principles of Portfolio Valuation” for
details of the applicable valuation principles.
39. Side Letters  Side Letters to be offered: As may be necessary or desirable

from time to time (including to accommodate the legal, tax,
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regulatory and/or other requirements of Investors), Scheme I
may issue Classes or Sub-classes or series of Units other
than Class A Units or Class B Units, but in each case without
adversely affecting the rights and interests of any other than
then-existing class or series of Units.
The Investment Manager may enter into side letters or similar
agreements with Investors in connection with their admission
to Scheme I without the approval of any other Investor.
 Criteria for offering differential rights: The Investment Manager
expects to negotiate separately with each Investor regarding
the terms of the Side Letter provided such terms do not
prejudice other Investors.
Such side letters may have the effect of granting additional
rights to, or supplementing or varying the terms of Scheme
Documents with respect to, particular Investors; provided, that
the rights and interests of the other Investors under Scheme
Documents will not be adversely affected thereby.
The terms of the side letters shall not alter the rights of the
other Investors available to them under their respective
Contribution Agreements.
 Indicative List of commercial terms on which differential rights
may be offered: The list below is an indicative but not
exhaustive list of commercial terms on which differential rights
may be offered and the matters listed herein may be revised
subject to investor negotiations. However, in no event will any
matter be agreed in the side letter for any Investor which may
have a material adverse effect on any other Investor.
(i) Management Fee
 List of non-commercial terms on which differential rights may
be offered: The list below is an indicative not exhaustive list of
non-commercial terms on which differential rights may be
offered and the matter listed herein may be revised subject to
investor negotiations. However, in no event will any matter be
agreed in the side letter for any Investor which may have a
material adverse effect on any other Investor:
(i) Withdrawals and transfer;
(ii) Co-investment rights.
 List of terms on which differential rights shall not be offered
(including but not limited to):
(i) Preferential exit from Fund;
(ii) Contribution to indemnification;
(iii) Investor giveback;
(iv) Drawdown (except as per the provisions for ‘excuse
and exclusion’).
40. Scheme Documents  The following documents are the “Scheme Documents”:
(a) the Indenture,
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(b) the Investment Management Agreement,
(c) the Memorandum
(d) the Contribution Agreement, and
(e) other documents executed in relation to Scheme I and
designated as Scheme Documents by the Investment
Manager.
 Overriding Effect: The priority of interpretation for Scheme
Documents with respect to each other shall be as follows: (i)
the Contribution Agreement; (ii) the Indenture; (iii) the
Investment Management Agreement and (iv) Memorandum.
 The Memorandum will be shared upfront with the prospective
investors along with the contribution agreement. Upon an
Investor expressing interest in an investment in Scheme I and
at the Investment Manager’s determination, the Indenture and
the Investment Management Agreement shall be shared on
Investor’s request, and on satisfaction of the due diligence by
the Investor and at the Investment Manager’s determination,
the Contribution Agreement shall be entered into between the
Investor, the Trustee and the investment Manager.
 The Contribution Agreement shall be deemed to be
incorporated herein by reference thereto in this Memorandum.
The terms of the Contribution Agreement shall not go beyond
the terms provided in the Memorandum other than clauses
such as representations and warranties of the parties to the
contribution agreement, payment of taxes, confidentiality
obligations, governing law and dispute resolution, etc. which
are standard legal provisions which form part of a legally
binding agreement between the Trustee, Investment Manager
and the investors and cannot be included in the Memorandum
since it is not signed by investors. To the extent there are any
terms which are in the contribution agreement, we have
expressly cross-refer the terms in the Memorandum to such
term in the contribution agreement and any additional terms
will be reflected in the Memorandum as well so that the
contribution agreement does not go beyond the
Memorandum.
41. Listing  Subject to the AIF Regulations and other Applicable Law, the
Investment Manager may seek at its discretion to list Scheme
I. In the event of a listing, the Investment Manager will be
responsible for managing the listing in accordance with the
AIF Regulations.
 All costs and expenses on listing and for managing the listing
will be borne by Scheme I.
42. Amendments and  Any amendments to Scheme Documents after the Initial
Waivers Closing or assignment of the rights and obligations of the
Trustee or the Investment Manager under Scheme
Documents shall require the prior consent of more than 50%-
in-Interest of the Unit Holders, unless otherwise mentioned in
the contribution agreement.
S. TERM PARTICULARS
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 Indicative list of matters which will not require consent of the
Investors are as follows, provided that such list shall not be
treated as exhaustive:
(i) as may be required to implement transfer of Units;
(ii) reflect any change of name of the Fund or Scheme I;
(iii) to reflect an assignment, substitution or replacement of
the Trustee in accordance with Scheme Documents;
(iv) to reflect a change in the Capital Commitment of the
Unit Holder or any restatement, clarification or
consolidation of the interest of the Unit Holder in
accordance with the Contribution Agreement;
(v) to reflect a change that is (i) of an inconsequential or
non-material nature or (ii) necessary or desirable to
satisfy any requirements, conditions or guidelines
contained in any opinion, directive, order, ruling or
regulation of any governmental agency or contained in
any statute;
(vi) to reflect a change in any provision of the contribution
agreement that requires any action to be taken by or on
behalf of Scheme I pursuant to the requirements of any
Applicable Law if the provisions of the same are
amended, modified or revoked so that the taking of such
action is no longer required;
(vii) to reflect a change that is necessary or desirable in
connection with a Portfolio Investment or potential
Portfolio Investment to implement (for regulatory, tax or
similar reasons on advice of counsel) a Parallel
Vehicle/Alternative Investment Vehicle (as applicable)
(viii) to reflect a change that benefits any Beneficiary(ies) of
a particular Class of Units and is not detrimental to any
other Beneficiary, however, the Trustee and Investment
Manager shall not make any amendment which shall
alter the Beneficial Interest held by the Beneficiaries;
(ix) to cure any ambiguity or defect or correct or supplement
any provisions hereof which may be inconsistent with
any other provision of this Agreement or of the other
Scheme Documents or of any requirement of law, or
correct any printing, stenographic or clerical errors or
omissions;
(x) in connection with any Additional Closing, if such
amendment is not materially adverse to the
Contributors; and
(xi) as the Trustee or the Investment Manager determines in
good faith to be advisable, in connection with the legal,
tax, regulatory, accounting or other similar issues
affecting one or more Unitholders.
43. Confidentiality  The Contribution Agreement contains confidentiality

provisions applicable to the Unit Holders, the Investment
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Manager and the Trustee.
44. Auditors Any independent qualified firm of chartered accountants appointed

by the Investment Manager from time to time shall be the auditors
of Scheme I.
45. Grievance Redressal  SEBI Scores Details: The Investor may register its
grievance/complaint through the SCORES (SEBI Complaints
Redress System) available at http://scores.gov.in, after which
SEBI may forward the complaint of the Investor to the
Investment Manager and subsequently the Investment
Manager will address the complaint as required. The Fund’s
SCORES registration number is AIF00759.
 The Investment Manager shall seek to redress grievances of
the Investors in accordance with the AIF Regulations and
Applicable Laws.
 The procedure for resolution of disputes between the Unit
Holders, Scheme I and the Sponsor/ Investment Manager
shall be through arbitration or any such mechanism as set out
in Scheme Documents.
SUPPLEMENTARY INFORMATION
46. Structure of Scheme I Emerging India Credit Opportunities Fund (“Fund”) has been set up
as a close-ended, irrevocable, determinate contributory trust settled
under the provisions of the Indian Trusts Act, 1882 pursuant to the
Indenture. The Fund is registered with SEBI as a Category II AIF
under the AIF Regulations. Under the Indenture, the Trustee has
the right to launch multiple schemes and Emerging India Credit
Opportunities Fund I is the first scheme of the Fund (“Scheme I”).
Vistra ITCL (India) Limited is the trustee of the Fund and Scheme I
(“Trustee”). Investec Capital Services (India) Private Limited is the
investment manager to Scheme I (the “Investment Manager”).
47. Currency Capital Commitments to Scheme I will be denominated and drawn

down in INR. Feeder Funds established outside India may receive
and draw down capital commitments from their investors in a
currency other than INR.
48. Hedging Scheme I may engage in hedging, subject to guidelines as

specified by the SEBI from time to time and in compliance with the
AIF Regulations.
For matters requiring the approval, consent or vote of the Unit
49. Voting by Unit
Holders, the approval, consent or vote will be on the basis of the
Holders
relevant threshold basis the number of Units issued.
Except as specified and subject to any exceptions and exclusions

set out in the Scheme Documents and the AIF Regulations, all
matters requiring the approval, consent or vote of the Unit Holders
shall be obtained by an approval, consent or vote of Majority-in-
Interest of Unit Holders. If at any time there are various Classes or
Sub-classes of Units and any matter only pertains to, or affects the
rights and obligations of one or more, but not all, Classes or Sub-
S. TERM PARTICULARS
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classes of Units, the approval, consent or vote will be obtained only
for each such affected or specified Class or Sub-class of Units and
will be calculated on an aggregate basis in respect of all such
applicable Classes or Sub-classes of Units.
50. Feeder Funds Subject to Applicable Law (including the AIF Regulations, as
applicable), the Investment Manager and/or its Affiliates may
establish feeder funds, outside India (“Feeder Funds”) that will
invest such portion of their assets as determined by the Feeder
Fund in Scheme I, including in order to accommodate the legal, tax,
regulatory and/or other requirements of potential investors.
Certain special terms are expected to apply to the terms of
investment of a Feeder Fund in Scheme I in recognition of the fact
that it would invest capital commitments it receives from its
investors in Scheme I, which will be set out in Scheme Documents
and will include the following:
(i) The provisions of Clause 15 shall apply only to such part of
the Units held by the Feeder Fund as are attributable to the
default of the investor(s) of such Feeder Fund on account of
which a default occurs.
(ii) Whenever a Feeder Fund is required or requested to vote on
any matter in its capacity as a Unit Holder as provided under
Clause 49 , the Feeder Fund will promptly solicit the votes of
its investors on such matter and the Feeder Fund will cast (or
abstain from casting, as the case may be) its votes as a Unit
Holder in such proportions that represent the votes cast (or
not cast, in the case of any abstentions or exclusions) by the
investors of the Feeder Fund in respect of the relevant matter.
(iii) Each investor of a Feeder Fund will bear its pro rata share of
the Feeder Fund’s expenses, such as the administrative costs
of maintaining the Feeder Fund, and distributions to the
investors of the Feeder Fund will be net of such expenses.
Detailed terms governing a Feeder Fund will be set out in the
governing documents of such Feeder Fund. Necessary
amendments may be made to Scheme Documents, in accordance
with their terms, pursuant to the establishment of a Feeder Fund.
51. Tax Considerations An investment in Scheme I involves complex tax considerations,

which will differ for each prospective investor. A summary of certain
principal tax consequences applicable to Scheme I is set forth in
this Memorandum. In view of the complex nature of tax
consequences, each prospective investor is advised to consult its
own tax advisor.
Each prospective investor should carefully review the tax matters
discussed in this Memorandum and is urged to consult its tax
advisor with respect to the tax considerations of an investment in
Scheme I.
Nothing herein will be construed to be legal, tax or other advice.
Risk Factors and An investment in Scheme I involves significant risks and potential
52. Potential Conflicts of conflicts of interest, certain of which are described in more detail in
Interest this Memorandum. Each prospective investor should carefully
consider and evaluate such risks and conflicts prior to making a
S. TERM PARTICULARS
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Capital Commitment to Units.
53. India Legal Counsel AZB & Partners, Mumbai.
54. Indian Tax Advisors PricewaterhouseCoopers Private Limited.

The Scheme I may accept Capital Commitments from an investor
jointly with any other Person (“Joint Contributor”). The contributor
and the Joint Contributor shall be treated as a single Investor for
the purpose of this Memorandum, and their Capital Commitments
to the Scheme I shall be permissible in accordance with the AIF
Regulations. Further, only the Investor first named in register of
Unitholders shall be entitled to all the rights under the Contribution
Agreement and will be obliged to fulfil all the obligations under the
Contribution Agreement. The Joint Contributor will be entitled to the
rights under the Contribution Agreement in relation to the Units only
after the demise of the contributor first named in register of
Unitholders. The Joint Contributor shall comply with the KYC norms
stipulated by the Investment Manager and SEBI, and execute all
the necessary documents as requested by the Investment
Manager.
55. Joint Contributor
All Capital Contributions required to be made in accordance with
the terms of the Scheme Documents shall be made from the bank
account of the contributor first named in register of Unitholders in
relation to Contributor, provided that where the Joint Contributor
are Relatives, the Capital Contribution of such Joint Contributor’s
may be paid from the bank account of any of the Joint Contributor.
The minimum Capital Commitment for each Joint Contributor other

than in case where such Joint Contributors are Relatives shall be
INR 10 million (Rupees Ten Million) or such amount as applicable
under AIF Regulations.
For the purpose of the above, Relatives shall mean any of the
following persons: spouse of a Contributor; parent of a Contributor;
or child of a Contributor.
SECTION VIII: PRINCIPLES OF PORTFOLIO VALUATION
Scheme I shall undertake valuation of their investments, once in every quarter, by a reputed
independent valuer appointed by the Scheme I.
The Investment Manager proposes to undertake valuation in accordance with a generally accepted
valuation methodology by a reputed external valuer. In accordance with the AIF Regulations, the
Investment Manager shall provide to the Unit Holders a description of the valuation procedure and
methodology for valuing assets.
SECTION IX: CONFLICTS OF INTEREST
Scheme I may be subject to certain conflicts of interest relating to the Fund, Scheme I, the Investment
Manager, Sponsor, partners, directors, employees, officers, agents or Affiliates of Scheme I,
Investment Manager, Sponsor, and other funds managed/ advised, now or in the future, by Scheme I,
the Investment Manager and/or the Sponsor (collectively, the “Interested Parties”). The Sponsor and
its Affiliate/s currently have and will continue to have an Indian credit business wherein the Sponsor
and/or its Affiliate/s act as manager/ arranger/ advisor/ underwriter/ lender/ investor in credit financing
transactions in India. The Investment Manager will endeavour to ensure that conflicts, if any, so
arising do not work to the detriment of Scheme I/ Investors. Investment Manager will adopt, an
appropriate conflict policy to achieve and maintain transparency in its business processes and to
address any potential or actual conflict of interest. The conflict policy will be formulated along the
below indicative lines.
Policy statement
(a) The Investment Manager and its directors/partners, officers and agents shall at all times be
obligated to exercise a standard of good faith in its dealings with Scheme I and any Portfolio
Vehicle.
(b) The Investment Manager will be transparent with respect to conflicts of interest that the
Investment Manager determines may have arisen in any transaction (or prospective
transaction) between the Investment Manager/Sponsor/Affiliates and/or Scheme I and/or
Portfolio Vehicle and/or Interested Parties.
(c) The Investment Manager will make efforts to see that any transaction involving a potential
conflict of interest will be effected on terms that are not less favourable to the Investors in
Scheme I than if the potential conflict had not existed (and in specific cases as mentioned
below). The Investment Manager will place significant emphasis on its strong compliance
culture and efficient processes to manage issues such as conflicts of interest.
(d) The Investment Manager will ensure that the interest of all the Investors is paramount and all
personal interests, relationships or arrangements of the Investment Manager and those of
Interested Parties do not work against the Investors’ interest.
Allocation of Investments and Co-investment Opportunities
In order to address any potential conflicts arising in allocation of an investment opportunity by the
Investment Manager between the Scheme I, co-investment opportunities, direct investment by
Interested Parties or investment by any one or more of the funds managed by Interested Parties
(excluding Successor Fund), Investment Manager shall undertake the below
(a) Scheme I will not make any Portfolio Investment, unless the Affiliates of the Investment
Manager/ Sponsor (“Sponsor Co-Investor”) also co-invest with Scheme I, at same terms as
Scheme I after Initial Closing, 25% of Scheme I’s investment amount (“Minimum Sponsor
Co-investment”) in each Portfolio Investment.
(b) The outstanding Minimum Sponsor Co-investment when aggregated across all Portfolio
Investments will be capped at INR 2,500,000,000 (INR Two Billion and Five Hundred Million).
However, the Sponsor Co-Investor and Investment Manager may exceed the aforementioned
cap of INR 2,500,000,000 (INR Two Billion and Five Hundred Million) at their discretion.
(c) Co-investment will mean any investment by Persons including the Investors, as determined
by the Investment Manager (“Co-investors”) along with Scheme I and the Sponsor Co-
investor, in the same Portfolio Investment, pursuant to a co-investment opportunity offered to
the Co-investors by the Investment Manager and/or its Affiliates (“Co-investment”).
(d) For any investment opportunity that falls within the Investment Objective and Strategy of
Scheme I, Scheme I will be provided the first opportunity to invest up to the maximum
Investible Funds (in line with the Scheme I’s Investment Objective and Strategy, policies and
Applicable Law) in such investment opportunity along with Minimum Sponsor Co-investment
by the Sponsor Co-investor.
(e) In case Scheme I along with the Sponsor Co-investor is not able to fully utilize an investment
opportunity, the excess amounts of such investment opportunity shall be offered to the Co-
investors. Co-investors may include Affiliates of the Investment Manager/ Sponsor and/or any
third parties. The Investment Manager will ensure that the terms offered to Co-investors will
be no more favourable than those offered to Scheme I, subject to legal, tax, regulatory, or
other similar considerations. However, the Investment Manager and/or its Affiliates may
receive fees and/or other compensation on the investment opportunity (including Portfolio
Investment, Minimum Sponsor Co-investment and the Co-Investment by Co-investors), from
the Portfolio Vehicles (or their Affiliates or sponsors) or Co-investors or any other party, which
will not be considered as Other Fees subject to Offset .
(f) Any such Co-investment may be made available through a structure determined by the
Investment Manager, which may include one or more pooling and/or investing vehicles
formed subject to Applicable Law, requirements of AIF Regulations, if applicable, and other
conditions as the Investment Manager may, in its discretion, impose with or without payment
of an additional return, management fee or other fees.
(g) Scheme I, the Sponsor Co-investor and each Co-investor shall bear their own expenses and
costs in relation to the Co-investment, and Scheme I shall not be liable to bear the expenses
or costs of any other Co-Investor.
(h) For the avoidance of doubt: (i) each of Scheme I and the Co-investors participating in any
investment opportunity will act independently and not as an agent of the other; (ii) each of
Scheme I and the Co-investors will make their own decisions on investments and divestments
and be entitled to the income and losses arising from their investments; and (iii) Scheme I and
the Co-investors are not expected to act jointly or make any joint decisions and shall not form,
or be deemed to have formed, and it will never be the intent that they form any joint venture or
partnership for the purpose of making such investments.
(i) Until the end of the Investment Period, if Scheme I rejects an investment opportunity in a
potential portfolio vehicle, Sponsor Co-investor shall also not invest in such investment
opportunity. However, the foregoing will not apply where Scheme I is unable to invest in such
investment opportunity on account of unavailability of Undrawn Commitments and Investible
Funds, and/or such an investment opportunity being outside the scope of (i) the terms of the
Scheme Documents, and/or (ii) Investment Objective and Strategy, investment policy, and/or
concentration norms of Scheme I, and/or (iii) AIF Regulations and Applicable Law.
(j) The Minimum Sponsor Co-investment shall be subject to Applicable Law at all times.
(k) In order to address any conflict in allocating investment opportunities among Scheme I and
Successor Fund, Investment Manager and other Interested Parties will endeavour to allocate
investment opportunities among the Scheme I and Successor Fund fairly, taking into account,
among other things, the investment objectives and policies of each fund, the remaining
uninvested capital of each fund, the level of diversification of each fund, and the basis on
which prior conflicts in allocating investment opportunities have been resolved.
Warehoused Investments
(a) Scheme I may acquire Portfolio Investments from the Investec Group (“Warehousing
Vehicle”) that have been acquired with the intention of subsequently being transferred to
Scheme I (“Warehoused Investments”) on or prior to the Final Closing. Warehousing can be
undertaken by any entity which is part of Investec Group.
(b) Scheme I shall acquire from the Warehoused Vehicle, the Warehoused Investments within 12
months from the date of investment in Warehoused Investments.
(c) Scheme I shall, in respect of each Warehoused Investments acquired by it, be charged
(i) the fair market value of the Warehoused Investments as determined by an independent
valuer in accordance with Applicable Law ; and / or
(ii) any related fees, costs and expenses borne by the Warehousing Vehicle or the
Investment Manager in connection with acquiring, holding and transferring such
Warehoused Investments (including applicable funding costs)
(aggregate of (i) to (ii) above being referred to as “Warehoused Investment Cost”).
The Investment Manager shall disclose such Warehoused Investments to the new investors at the
time of execution of the Contribution Agreement by them and inform the existing investors about the
Warehoused Investments in writing as soon as the investment is warehoused.
Purchase from and sale of investments to Interested Parties
Scheme I may purchase investments from, or sell investments to, the Interested Parties.
In case of sale of investment from the Scheme I to an Interested Parties, the transaction will be
undertaken at fair market valuation as determined by an independent valuer, subject to Applicable
Law.
In case Scheme I makes a Portfolio Investment through purchase of an investment from the
Interested Parties, such a purchase shall not amount to more than 80% of the said investment held by
Interested Parties. Such a purchase by Scheme I from Interested Parties will be always at fair market
valuation as determined by an independent valuer, subject to Applicable Law.
The rationale for the decision by the Investment Committee to participate in such transactions shall be
documented and maintained and shall be disclosed to investors, upon request.
Management Resources
The Interested Parties and their employees that provide services to Scheme I will have, in addition to
their responsibilities for Scheme I, responsibilities for other projects and clients including but not
limited to their responsibilities for the ongoing India credit business. In order to address any conflicts
in allocating management time and other resources among the Schemes and such other projects/
clients, the management personnel will act in good faith and devote adequate time as is reasonably
required, in their judgements towards Scheme I’s operations. Key Persons will adhere to the time
devotion requirements under the Scheme Documents.
Other Fees subject to offset
100% of the Other Fees Subject to Offset (net of any GST or other similar taxes if applicable) will first
be applied to unreimbursed out-of-pocket expenses related to the applicable transaction and
thereafter, the Management Fees will be reduced by 100% of any such remaining Other Fees Subject
to Offset; or utilised by the Investment Manager for expenses or liabilities of Scheme I that would
otherwise require drawdown of Capital Contributions or deduction from Net Distributable Cash.
 “Other Fees Subject to Offset” means any fees and commissions (such as broken deal fees,
director’s fees, consulting fees, monitoring fees and secondee fees), received from Portfolio
Vehicles by the Investment Manager, any Key Persons or officers of the Investment Manager, or
any of its Affiliates, in connection with the investment or divestments of Scheme I excluding
amounts received:
(i) on an arm’s length basis, for normal consulting, advisory, and other services as may
be required by Scheme I and/or Portfolio Vehicles in circumstances where Scheme I,
or a Portfolio Vehicle would typically engage a third party to provide such services,
which are outside the usual terms of engagement of the Investment Manager;
(ii) towards: (a) fees paid by the Portfolio Vehicles (or their Affiliates or sponsors) or Co-
investors or any other party to the Investment Manager and/or its Affiliates on the
investment opportunity (including Portfolio Investment, Minimum Sponsor Co-
investment and the Co-Investment by other Co-investors), in accordance with Clause
34 (Co-investment) under “Section VII: Principal Terms of Scheme I”; and/or (b) fees
and/or other compensation/income from the Portfolio Vehicles, in case of any
secondary acquisition of Portfolio Investment from Investment Manager and/or its
Affiliates.
Representation
The attorneys, accountants, and other professionals, who perform services for Fund may, and in
some cases do, also perform services for the Interested Parties and their Affiliates.
Diverse Investors
Investors may have conflicting investment, tax and other interests with respect to their purchase of the
Units. The conflicting interests of individual investors may relate to or arise from, among other things,
the nature of the Portfolio Investments made by Scheme I, the structuring or the acquisition of the
Portfolio Investments and the timing of the disposition of such Portfolio Investments. As a
consequence, conflicts of interest may arise in connection with decisions made by the Investment
Manager, including with respect to the nature or structuring of Portfolio Investments that may be more
beneficial for certain investors in comparison to the others, especially with respect to the individual tax
situations of investors. In selecting and structuring investments appropriate for Scheme I, the
Investment Manager will consider the investment and tax objectives of Scheme I and the investors as
a whole, and not the investment, tax or other objectives of any individual investor.
The conflict policy will be formulated on the above indicative lines; however the above may not be
exhaustive and other types of conflicts of interest may arise during the term of Scheme and shall be
dealt by the Investment Manager in line with the policy statement mentioned above.
There can be no assurance that any potential or actual conflict of interest will be resolved in favour of
Scheme I and its Unit Holders. By making an investment in Scheme I, prospective investors are
deemed to have acknowledged the existence of the potential and/or actual conflicts of interest set
forth above, and to have waived, to the greatest extent permissible under any applicable law, any
claim with respect to, or arising from, the existence of any such conflict.
SECTION X: RISK FACTORS
The following is a brief description of certain factors which prospective investors should carefully
consider along with other matters discussed elsewhere in this Memorandum, prior to making an
investment in Scheme I. The following however, does not purport to be a comprehensive summary of
all the risks associated with an investment in Scheme I. The following are only certain specific risks to
which investors will be subject, which prospective investors should discuss in detail with their
professional advisers. Specifically, prospective investors are encouraged to discuss their individual
circumstances with their legal counsel, and financial, accounting, regulatory and tax advisers before
investing in Scheme I. Prospective investors should independently conduct their own due diligence
assessment of any investment in Scheme I.
A. RISK RELATED TO PORTFOLIO INVESTMENTS IN PARTICULAR
1. Nature of Investments: An investment in the Units is speculative and requires a long-term

commitment, with no certainty of return. Many Portfolio Investments will be highly illiquid, and
there can be no assurance that Scheme I will be able to realise such Portfolio Investments in
a timely manner. Consequently, the timing of cash distributions to investors is uncertain and
unpredictable. Portfolio Investments may be difficult to value and dispositions of such Portfolio
Investments may require long periods of time to complete. Dispositions may also take the
form of distributions of securities in-kind to the investors. When such investments are
distributed to investors, such investors may become minority shareholders and may be
unable to protect their interests effectively and/or unable to sell such securities at market
value, or at all. In addition, the value of the Portfolio Investments may fluctuate and investors
may not receive a return of their Capital Contributions.
2. Risk in relation to the return of capital contributions and the hurdle rate of return not
being guaranteed returns: There is no guarantee that Scheme I will be able to return the
Capital Contribution or achieve the preferred rate of return
3. Exit from Investments: The feasibility and terms of any proposed exit for Scheme I in
respect of its Investments will depend in part on factors that are not within the control of the
Investment Manager, at the time of the proposed disposition and the effect of applicable
legislation and political and economic conditions. Consequently, the precise timing of the
disposition of an investment and the manner of disposition are impossible to predict, and no
assurance can be given that such disposition will be achieved on terms favourable to Scheme
I.
4. Risk in relation to side letters that maybe entered into between Fund and certain
investors: The Investment Manager may enter into side arrangements with the Unit Holders.
The Investment Manager may agree in such side arrangement to provide such Unit Holders
with certain rights and benefits that are materially more favourable (but not adverse) to Unit
Holder and that are not provided (or disclosed) to all of the Unit Holders. As such, each Unit
Holder may not have the same rights and benefits regarding Fund or its investments.
5. Counterparty and Reputational Risk: Under its investment documents with Portfolio
Vehicles, the Scheme I will seek to obtain typically seen contractual protections and
covenants appropriate for the Portfolio Investment in question. There can be no assurance
that such protections or covenants will achieve their desired effect. Material
misrepresentations or omissions or breaches of contracts on the part of a Portfolio Vehicle or
other obligors (including any credit support providers) may occur which will affect the Portfolio
Investments and their value. Further, Scheme I may rely upon the accuracy and
completeness of representations made by Portfolio Vehicles and other obligors to the extent
reasonable, but cannot guarantee such accuracy or completeness.
There is a risk that counterparties may default on their contractual obligations to Scheme I or
the Portfolio Vehicles. The ability to enforce performance or have compensation imposed by
the courts or other forms of dispute resolution is uncertain and any such counterparty default
would thus be likely to have an adverse effect on the value of the Portfolio Investments and
on the returns to Unit Holders.
6. Availability of Insurance against Catastrophic and Other Losses: The Portfolio

Investments may be subject to catastrophic events and other force majeure events. These
events may include fires, floods, earthquakes, adverse weather conditions, assertions of
eminent domain, strikes, wars, riots, terrorist acts, acts of God and similar risks. These events
could result in a partial or total loss of Portfolio Investment, or significant down time, resulting
in lost revenues, among other potentially adverse effects. Some force majeure risks are
generally immeasurable, and, in some cases, project agreements can be terminated if the
force majeure event is so catastrophic that it cannot be remedied within a reasonable time
period.
Although Scheme I may seek to utilise insurance and other risk management products (to the
extent available on commercially reasonable terms) to mitigate the potential loss resulting
from catastrophic events and other risks customarily covered by insurance, this may not
always be practical or feasible. Moreover, it may not be possible to insure against all risks. In
particular, losses related to terrorism are becoming more difficult and expensive to insure
against, as most insurers are excluding terrorism coverage from their all-risk policies.
Should an uninsured loss or a loss in excess of insured limits occur Scheme I would lose the
capital invested in and the anticipated revenue from the Portfolio Investment.
7. Limited Diversification: Scheme I may make a limited number of Portfolio Investments,

which may also be concentrated in a limited number of geographies in India. As a
consequence, Scheme I’s investment portfolio may be less diversified than other types of
investment products available to prospective investors and the performance of a small
number of Portfolio Investments (or even the poor performance of a single Portfolio
Investment) may have a material adverse effect on Scheme I’s overall performance. Other
than as set forth in Scheme Documents, investors have no assurance as to the degree of
diversification in Scheme I’s investments.
Furthermore, because Scheme I will invest in India, any adverse political or economic
developments in India could have a material adverse impact on Scheme I’s performance
compared to multi-country fund, which are generally not as susceptible to political or
economic risks of any single country. In addition, unlike multi-country funds, Scheme I cannot
shift its investment focus out of India in the event that political, economic or other
circumstances no longer justify investment in India. In addition, in transactions where the
Investment Manager intends to make a Portfolio Investment with the intent to syndicate or
refinance all or a portion of the capital invested, there will be a risk that such syndication or
refinancing may not be completed, which could lead to Scheme I having a large exposure
than it intended, resulting in reduced diversification.
8. Valuation: As the Portfolio Investments may not be in listed securities, ascertaining the value
of the same may prove difficult. Therefore, valuations of Portfolio Investments are inherently
subjective to a certain extent. There may be no public market for the securities of the Portfolio
Vehicles. Thus, portfolio valuation inherently may be highly subjective and imprecise. In
establishing the value of the Portfolio Investments, accounting firms, investment banks and
other consulting firms, when needed, may be consulted to assist with the valuation of Portfolio
Investments. The value set by Scheme I may not reflect the price at which Scheme I could
dispose of its interests in a particular Portfolio Vehicle at any given time.
9. Minority Stake: Scheme I may be a minority investor in a Portfolio Vehicle and as such may
be unable to protect its interests effectively. Opposition of management or existing investors
of Portfolio Vehicles, especially in the absence of an effective legal framework to protect
minority creditor’s rights, could jeopardise Scheme I’s strategy of acquiring small initial
investments with a view to acquiring more significant stakes in the future.
Scheme I may also hold minority positions in certain Portfolio Investments in terms of
economic, management or other rights. Although as a condition of making an investment in a
Portfolio Vehicle, the Investment Manager expects that appropriate shareholder and
supervisory rights will generally be negotiated to protect Scheme I’s interests, there can be no
assurance that such minority creditor rights will be available or will provide the requisite
protection. Scheme I may in some circumstances not be in a position to protect its interests in
such Portfolio Investments effectively, particularly if the relevant management teams pursue
objectives which are inconsistent with those of Scheme I.
10. Recourse to Fund Assets: Scheme I’s assets, including any Portfolio Investments and any
cash or other property held by Scheme I, will be available to satisfy all liabilities and other
obligations of Scheme I. If Scheme I becomes subject to liability, parties seeking to have the
liability satisfied may have recourse to Scheme I’s assets generally and may not be limited to
any particular asset, such as the asset representing the investment giving rise to the liability.
11. Disclosure of Confidential Information: The Investment Manager and/or certain investors
may be required by law, regulation or otherwise to disclose certain confidential information
relating to a Portfolio Investment or Scheme I. Such disclosure may affect the ability of
Scheme I to realise or dispose of such Portfolio Investment or affect the price that Scheme I is
able to obtain upon any disposition or may otherwise adversely affect Scheme I and/or
investors in Scheme I.
12. Contingent Liabilities on Disposition of Portfolio Investments: In connection with any

disposition of Portfolio Investments, Scheme I expects to make customary representations to
prospective purchasers. Scheme I may also be required to indemnify the purchasers of such
Portfolio Investments to the extent that any such representations are inaccurate. These
arrangements may result in the incurrence of contingent liabilities on behalf of which the
Investment Manager may establish reserves or escrow accounts for Scheme I.
13. Limited Investments: Scheme I may compete with other investors for Portfolio Investments.
This may result in fewer attractive investment opportunities. The Investment Manager may not
be able to identify and successfully close sufficient number of high-quality investments. In
addition, such competition may have an adverse effect on the length of time required to fully
invest the monies of Scheme I.
14. Involvement in Portfolio Vehicles: Scheme I may have a board seat in its Portfolio
Vehicles. Though this provides Scheme I with an opportunity to participate in the Portfolio
Vehicles management decisions, it can also lead to greater exposure of Scheme I’s assets to
the full range of relevant risks. Membership on the board of directors of a Portfolio Vehicle
can result in Scheme I being named as a defendant in litigation. The insurance policies taken
to protect the directors and officers may be inadequate, in which case, Scheme I will be
responsible for indemnifying such team member as provided for in Scheme Documents,
which could result in a material adverse effect to the performance of Scheme I.
15. Due Diligence Risk: The Investment Manager intends to conduct due diligence to the extent
it deems reasonable and appropriate based on the facts and circumstances applicable to
each investment and will discuss any material issues raised by the due diligence process with
Scheme I. The objective of the due diligence process will be to identify attractive investment
opportunities based upon the facts and circumstances surrounding an investment. When
conducting due diligence, the Investment Manager will evaluate a number of important issues
in determining whether or not to proceed with a Portfolio Investment. These issues will vary
depending on the kind of investment opportunity presented, but may include business,
financial, tax, accounting and legal issues. The Investment Manager will be required to rely on
outside resources for the conduct of due diligence, including information provided by the
target of the investment and, in some circumstances, third party investigations, and there can
be no assurance that the information provided will be accurate or complete. Furthermore, for
certain investments, only limited information may be available. In light of the foregoing, there
can be no assurance that the due diligence investigations undertaken by the Investment
Manager will reveal or highlight all relevant facts that may be necessary or helpful in
evaluating a particular investment opportunity. In particular, the Investment Manager may not
conduct due diligence in certain areas, including, for example, environmental due diligence or
pending litigation in all courts across India (which is not commonly conducted in India). If the
Investment Manager’s due diligence investigation does not reveal a material fact that impacts
the valuation of a particular investment, Scheme I’s overall rate of return on its Portfolio
Investments could be materially adversely affected.
16. No Assurance of Returns: The Unit Holders are not being offered assured returns or
redemption, and there will be no recourse to the Trustee, Investment Manager or Sponsor.
Accordingly, the ability of Scheme I to pay returns on/redeem the Units will depend on the
realisations from the Portfolio Investments. Available distributions on the Units, as well as
upon termination/liquidation of Scheme I, will be limited to the monies recovered on the
Portfolio Investments and to the balance of Scheme I corpus after meeting all liabilities and
obligations. Scheme I will have no assets other than Scheme I’s corpus and any distributions
on the Units shall be made only out of Scheme I’s corpus.
17. Closed Ended Fund / Illiquid Investment: Scheme I is organised as a closed ended fund
and the investments made are not liquid in nature. In addition, they are not entitled to transfer
any of their Units in Scheme I except in accordance with the process set out in the
Contribution Agreement and the Regulations. Further, there is no public market for the Units
and the Unit Holders have to bear the risk of holding the investment in Scheme I indefinitely
during Scheme I Term.
B. RISK RELATED TO FUND
18. Performance Risks: A portion of Scheme I’s assets may be invested directly or indirectly in
companies in highly competitive markets or product segments dominated by firms with
substantially greater financial and technical resources. Companies in which Scheme I invests
may operate in product segments that face technological changes and/or may be dominated
by other firms or organisations. These and other inherent business risks could affect the
performance of these companies and affect the value of Portfolio Investments, thereby
affecting Scheme I as a whole due to their involvement in these companies.
19. Forward-looking and Other Statements: This Memorandum contains forward-looking

statements and other statements concerning prior performance of Investment Manager and /
or existing funds which information was neither audited nor reviewed by accountants, and is
merely a good faith estimate. These statements reflect the Investment Manger’s views with
respect to future events and past performance. Actual results could differ materially from
those contained in these statements as a result of factors beyond Scheme I’s control.
Investors are cautioned not to place undue reliance on such statements. Unless explicitly
otherwise stated, information relating to past performance would not have been audited or
verified by an independent party, and in any case should not be seen as any indication of
returns which might be received by investors in Scheme I.
20. Restrictions on Withdrawal and Transfer: Unit Holders may not be permitted to withdraw
from Scheme I. In addition, they may not transfer any of the interests, rights, or obligations
with regard to Scheme I except as may be provided in Scheme Documents and in the
Regulations.
21. Default Risk associated with drawdowns: If drawdown notices are not honoured by certain
Unit Holders in Scheme I, such events will impact planned investments and result in possible
adverse effect to Scheme I due to breach of investment and payment obligations to Portfolio
Vehicles. Loss of opportunities as well as payment of damages may impact the performance
of Scheme I. The Defaulting Unit Holders shall be subjected to remedies available to Scheme
I as set out in the Contribution Agreement. Further, depending on the quantum of default
leading to shrinkage in Scheme I’s aggregate corpus may lead to a greater percentage
exposure for each Unit Holder to the Portfolio Investments.
22. Reliance on the Investment Manager: Scheme I will be managed exclusively by the
Investment Manager, in accordance with Scheme Documents. Further, the Investment
Manager will evaluate and accept or reject any investment proposals for Scheme I. The Unit
Holders will not make decisions with respect to the acquisition, management, disposition or
other realisation of any Portfolio Investment, or other decisions regarding Scheme I’s activities
and affairs. The Unit Holders will have no opportunity to select or evaluate any of Scheme I’s
investments or strategies. Therefore, judgment of the Investment Manager shall impact the
returns earned by Scheme I. Prospective investors must rely upon the ability of the
Investment Manager and its team to identify, structure, finance and implement investments
(and eventual divestments) consistent with Scheme I’s investment strategy and investment
objective and strategy. Accordingly, no person should subscribe for Units unless such person
is willing to entrust all aspects of the management of Scheme I to the Investment Manager.
The success of Scheme I will depend upon the ability of the Investment Manager to source,
select, complete and realise appropriate investments. With specific reference to Scheme I,
the Investment Manager will have considerable latitude in its choice of Portfolio Vehicles and
the structuring and finalisation of Portfolio Investments, subject to this Memorandum.
Further, Scheme I’s success will depend, in significant part, on the officers and employees of
the Investment Manager. Although the Trustee’s and the Investment Manager’s key
personnel will have entered into employment arrangements with their respective employers
and the Trustee and the Investment Manager strongly believe that such personnel will
continue in their respective employment of the Trustee and the Investment Manager, these
employment arrangements or contracts do not ensure that these people will continue to work
for the Trustee and the Investment Manager, and consequently, loss of their services might
adversely affect the activities undertaken by Scheme I. Thus, each Unit Holders must
consider, in making an investment decision that personnel associated with the Trustee or the
Investment Manager may leave or may be terminated at any time, with or without cause, thus
potentially adversely affecting the activities undertaken by Scheme I.
23. Past Performance is not an assurance for Performance of Scheme I: Past performance
of the Settlor / Investment Manager / Trustee is not an indication of the future performance of
Scheme I.
24. No Operating History: Scheme I is recently formed and does not have an operating history
or performance record. Past performance of other funds or investment mandates or track
records of the Investment Manager and its Affiliates are available on request but past
performance is not, and should not be construed to be indicative of future results.
25. Limited Recourse: The investors shall have no recourse against the Settlor, Trustee and
Investment Manager, except as more particularly mentioned in Scheme Documents.
26. Reliance on Service Providers/ Intermediaries: Scheme I, either directly or through the
Trustee or the Investment Manager, may engage a variety of service providers, including but
not limited to those in the areas of legal, tax, accounting, valuations, custodial services,
bankers etc., in the manner provided in Scheme Documents. In the event any such persons
have any adverse development which affects their performance of duties with their clients or
they breach any of the terms of engagement, Scheme I might be posed with a risk, which
might be significant. Further, there can be no assurance that reliance on such service
providers for their services (including opinions on specific matters) would be in the best
interests of Scheme I and its investment objective and strategy. In order to mitigate this risk,
Scheme I or the Investment Manager, as the case may be, would endeavour to engage
appropriate service providers for the concerned service.
27. Lack of Separate Representation: The legal counsel to Scheme I does not represent the
Unit Holders, and no legal counsel will be retained on behalf of the Unit Holders. There may
exist other matters which would have a bearing on Scheme I and/or the Investment Manager
or any of its Affiliates upon which the legal counsel to Scheme I has not been consulted. The
legal counsel to Scheme I does not undertake to monitor compliance of Scheme I or the
Trustee or the Investment Manager with the terms set out herein, nor does it monitor
compliance with Applicable Laws, including the Regulations. Additionally, the legal counsel to
Scheme I relies upon information furnished to it by the Investment Manager, and does not
investigate or verify the accuracy and completeness of information set out herein concerning
Scheme I, Trustee or Investment Manager.
28. Indemnification: Indemnification of the Trustee / Investment Manager in accordance with

Scheme Documents, as well as other parties, may impair the financial condition of Scheme I
and its ability to acquire assets or otherwise achieve its investment objective and strategy or
meet its obligations. Scheme I shall also be exposed to indemnification obligations under the
agreements with the Portfolio Vehicles or at the time of exit with the prospective buyers. In the
event of insufficiency of Scheme I corpus to meet the indemnification obligations, the Unit
Holders shall be liable to make good the shortfall, subject to Scheme Documents.
29. Distributions in Kind: Subject to Scheme Documents, distributions by Scheme I may be in

kind and, upon liquidation of Scheme I, could consist of securities or other properties for
which there is no readily available public market. Some distributions may include securities
listed with an Indian stock exchange but may suffer from low trading volumes and low market
capitalisation at the time of intended disposal. There can be no assurance that the listing of
these securities will provide a Unit Holder with a viable exit mechanism. In addition, there can
be no assurance that a Unit Holder will be able to dispose of any property or securities
distributed in kind and therefore receive a return on capital or recover its capital contributed to
Scheme I.
C. REGULATORY RISK FACTOR
30. Legal Considerations: Due to the developing nature of the Indian legal and regulatory
system, laws often refer to regulations which have not yet been introduced, leaving
substantial gaps and the regulatory framework is often incomprehensible. These uncertainties
can lead to difficulties in obtaining or renewing necessary licenses or permissions and can
lead to substantial delays and costs for the companies subject to them, all of which can
ultimately adversely affect the performance of Scheme I. Changes in laws and regulations (or
in the interpretation thereof) occurring from time to time in India are possible, including with
retrospective effect, and may affect the legal and tax framework within which Scheme I and
the Portfolio Vehicles will operate and, as a result, may require structuring and financing
alternatives to be identified and implemented and lead to increased legal costs and reduced
returns. In particular, tax laws and regulations or their interpretation may change and there
can be no assurance that the structure of Scheme I or its Portfolio Investments will be tax
efficient. Further, India is subject to rapid changes in legislation, many of which are difficult to
predict. Existing laws are often applied inconsistently and new laws and regulations, including
those which purport to have retrospective effect, may be introduced with little or no prior
consultation. As such, Scheme I’s ability to secure the judicial or other enforcement of its
rights may be limited.
31. Securities Regulation: There is a difference between the level of regulation and monitoring
of the activities of investors, brokers and other participants in the Indian securities market, as
compared to the level of regulation and monitoring of securities markets in more developed
economies. India’s securities regulator, SEBI, has been accorded the statutory authority to
oversee and supervise the Indian securities markets. SEBI has issued regulations and
guidelines on disclosure requirements, insider trading and other matters. There may,
however, be less publicly available information about Indian companies than is regularly
made available by public companies in developed countries and other aspects of securities
regulation in India may not be as well developed or strictly enforced as they are in certain
other jurisdictions. The securities law and regulations in India are continuously evolving and
may negatively impact Scheme I’s performance.
32. Providing Updates to SEBI: AIF are obliged, under the terms of the undertakings and
declarations made by them at the time of registration, to immediately notify SEBI of any
change in the information provided in the application for registration. Failure by the AIF to
adhere to the provisions of the SEBI Act, the rules made therein and the Regulations
respectively renders them liable for punishment prescribed under the SEBI Act and the
Securities Exchange Board of India (Intermediaries) Regulations, 2008 which include, inter
alia, imposition of penalty and suspension or cancellation of the certificate of registration.
Additionally, SEBI has the power to call for information or documents in respect of an entity’s
activities or status as an AIF.
33. Regulatory Compliance: Scheme I will invest in unlisted and may invest in listed Portfolio
Investments. Prior to making any Portfolio Investment, a thorough due diligence of the
Portfolio Investment’s compliance with statutory and legal requirements will be undertaken.
However, neither Scheme I nor the Investment Manager can certify that the Portfolio
Investment is and will continue to be fully compliant with all necessary regulations. This risk is
more significant in the case of unlisted companies. Where a Portfolio Investment is not so
compliant there may be significant costs of enforcement by regulators and/or damages, fines
or other amounts payable as a result, some contracts with such entity may become voidable;
those factors may materially adversely affect the profitability of such Portfolio Investments.
34. Litigation: Litigation in India is generally time consuming and complicated. If any investment
of a Portfolio Vehicle is subject to any litigation it could have an adverse impact, financial or
otherwise on the Portfolio Vehicle and therefore on Scheme I. The Portfolio Investments may
be governed by a complex series of legal documents and contracts. As a result, the risks of a
dispute over interpretation or enforceability of the documentation and consequent costs and
delays may be higher than for other types of investments. In addition, Scheme I may be
subject to claims by third parties (either public or private). If any of the Portfolio Investment
becomes involved in material or protracted litigation, the litigation expenses and the liability
threatened or imposed could have a material adverse effect on the performance of Scheme I.
Scheme I expects to structure all its investments in Portfolio Vehicles so as to seek resolution
of disputes and recovery of its debts and reconstruction under specific mechanisms provided
under the regulatory regime in India. Any litigation may consume substantial amounts of the
Investment Manager’s time and attention, and that time and the devotion of these resources
to litigation may, at times, be disproportionate to the amounts at stake in the litigation.
Litigation may be commenced with respect to an investment acquired by Scheme I in relation
to activities that took place prior to Scheme I’s acquisition of such investment.
35. Regulatory Risk: The value and marketability of the Portfolio Investments may be affected by
changes or developments in the legal and regulatory climate in India. SEBI regulates the
securities market in India and legislates from time to time on matters affecting the securities
market. The regulations affect the pricing, cost of a transaction and the ability to conduct due
diligence. SEBI and/or the Indian Ministry of Finance may make changes to regulations which
could affect the ability of Scheme I to make, or exit, Portfolio Investments.
36. Indian Investigations and Actions: Any investigations of, or actions against Scheme I, or
the Investment Manager initiated by SEBI or any other Indian regulatory authority may impose
a ban of the investment activities of Scheme I, or the Investment Manager.
D. GENERAL RISK FACTORS
37. Political and Social Risks: The value of the Portfolio Investments may be adversely affected
by potential political and social uncertainties in India. Certain developments are beyond the
control of the Investment Manager such as the possibility of nationalisation, expropriations,
confiscatory taxation, political changes, government regulation, social instability, terrorist
activities, diplomatic disputes or other similar developments, which could adversely affect the
value of Portfolio Investments.
38. Epidemics, Pandemics and COVID-19: The impact of disease and epidemics may have a
negative impact on Scheme I and the Portfolio Investments. Coronavirus (“COVID-19”),
renewed outbreaks of other epidemics or the outbreak of new epidemics could result in health
or other government authorities requiring the closure of offices or other businesses and could
also result in a general economic decline. For example, such events may adversely impact
economic activity through disruption in supply and delivery chains. Similarly, travel restrictions
or operational issues resulting from the rapid spread of contagious illnesses may have a
material adverse effect on business and results of operations. A resulting negative impact on
economic fundamentals and consumer confidence may negatively impact market value,
increase market volatility, cause credit spreads to widen, and reduce liquidity, all of which
could have an adverse effect on the business in India. The duration of the business disruption
and related financial impact caused by a widespread health crisis cannot be reasonably
estimated. While governmental agencies and private sector participants will seek to mitigate
the adverse effects of Coronavirus, which may include such measures as heightened sanitary
practices, telecommuting, quarantine, curtailment or cessation of travel and other restrictions,
and the medical community is seeking to develop vaccines and other treatment options, the
efficacy of such measures is uncertain. The duration and intensity of resulting business
disruption and related financial and social impact are uncertain and such adverse effects may
be material. The extent to which Coronavirus (or any other disease or epidemic) impacts
business activity or investment results will depend on future developments, which are highly
uncertain and cannot be predicted, including new information which may emerge concerning
the severity of COVID-19 and the actions required to contain COVID-19 or treat its impact,
among others.
39. Government Approvals: Certain Indian governmental approvals, including approvals from
SEBI have been obtained for Scheme I to make Portfolio Investments. It is likely that such
approvals may not continue in the future and though the Investment Manager (on behalf of
Scheme I) expects the existing approvals to continue, the Investment Manager cannot be
certain that these approvals will so continue. Scheme I will operate under Indian laws and
securities regulations. If policy announcements or regulations are made subsequent to this
offering, which warrant retrospective changes in the structure or operations of Scheme I,
these may adversely impact the performance of Scheme I.
40. Inflation and Interest Rates: Inflation may also directly affect Portfolio Investments by
increasing operating costs and reducing profitability. Portfolio Investments may employ
leverage which increases such Portfolio Investment’s exposure to interest rate risk and could
adversely affect distributions to the investors from such Portfolio Investments. Inflation and
fluctuations in interest rates may also adversely affect the overall performance of the Indian
economy.
41. Corporate Disclosure and Governance Standards in India: Disclosure and corporate
governance standards in India are different than those in the more developed countries. .
Accordingly, the Investment Manager, Scheme I and the investors may not have adequate
information while evaluating investment or divestment decisions. Further, differences may
arise in such areas as valuation of properties and other assets, accounting for depreciation,
deferred taxation, inventory obsolescence, contingent liabilities and foreign exchange
transactions. Accordingly, less information may be available to the investors.
42. Segregation of Assets: The Trustee has a fiduciary duty to ensure segregation of assets of
any other funds which are held in trust. However, it may be possible that in the case of a third
party suit or regulatory action against the Trustee with respect to the liability of any other such
aforementioned fund or under any other circumstances, the Trustee may not be able to
protect the assets of Scheme I against such third party suit or regulatory action and would not
maintain segregation of assets of Scheme I’s.
43. Enforcement Risk: While Indian laws provide for specific performance of contractual
obligations as well as claims for damages in the event of breach of contract, and property
rights may be enforceable through the Indian judicial system, laws regarding the rights of
creditors and the obligations of purchasers or lessees of property are generally significantly
less developed in India than in the other developed countries and may be less protective of
rights and interests. It may be difficult to obtain swift and equitable enforcement of such laws
or to obtain enforcement of a judgment in a local court.
44. Government Regulation and Information Flow: Privately held companies generally
maintain less comprehensive financial information than listed companies. Therefore, the
Investment Manager acting on behalf of the Trustee may make investment decisions and
monitor such investments relating to privately held companies after reviewing information,
which is less comprehensive than that available to an investor in a listed public company.
There is substantially less publicly available information about Indian privately held unlisted
companies than there is in other markets which may adversely affect realisations.
Further, following factors may adversely affect the activities within objectives of Scheme I:
(i) any claim or substantial judgment/award against Scheme I / Trustee, in various

litigations in the process of resolution / recovery / enforcement of security interest,
etc.; and
(ii) any adverse change in stamp duty and registration fee rates in various states in India.
45. Liquidity: Even where an investment is listed, the Indian securities markets are smaller and
potentially more volatile than securities markets in more developed economies, and the Indian
securities markets could experience problems that could affect the market price and liquidity
of the securities of Indian companies.
46. Quality of Infrastructure: India faces substantial problems owing to the lack of, or
inadequate condition of, physical infrastructure and poor environmental standards, including,
but not limited to, in the sectors of electricity (both generation and transmission), transport,
communication, water, sewage and healthcare. The lack, or inadequate condition, of physical
infrastructure damages the Indian economy, disrupts the transportation of goods and
supplies, increases the cost of doing business, can interrupt business operations and, in
general, has an on-going adverse impact on the ability to manage and grow businesses in
India.
47. Regulatory and Accounting Practices: Accounting, auditing, disclosure and regulatory
standards applicable to India differ from other developed countries and in some respects may
be less stringent. Accordingly less information available to Scheme I and / or Unit Holders
about Portfolio Investments than would be the case in other jurisdictions. There can be no
assurance that regulations promulgated in the future will not adversely affect Scheme I or that
any regulations facilitating such investment will be continued or adopted in the future.
E. TAX RELATED RISK
48. Tax Risks: Unit Holders in Scheme I are subject to a number of risks related to tax matters.
In particular, the tax laws relevant to Scheme I are subject to change, and tax liabilities could
be incurred by Scheme I and/or by Unit Holders as a result of such changes. The tax
consequences of an investment in Scheme I are complex, and the full tax impact of an
investment in Scheme I will depend on types of securities in which Scheme I has invested,
the circumstances particular to each Unit Holder and the additional peculiarities associated
with respect to activities of each Portfolio Vehicle. Alternative tax positions adopted by the
income tax authorities could give rise to incremental tax liabilities in addition to the tax
amounts already discharged by Scheme I / Unit Holders. Since, Scheme I would distribute the
surplus funds to the Unit Holders, if Scheme I’s available with Scheme I are insufficient to
meet the additional tax liability, the Trustee reserves the right to collect/recover the additional
tax liability from the Unit Holders in accordance with Scheme Documents.
49. Withholding tax: As per the provisions of the ITA, an AIF is required to withhold taxes at
10% (plus applicable surcharge and cess) on income (which is not in the nature of business
income) paid/ credited to the Unit Holders (who are tax residents of India) or at rates in force
on income (which is not in the nature of business income) paid/ credited to the Unit Holders
(who are not tax residents of India). Such a provision could potentially lead to withholding tax
on entire income paid/ credited by Scheme I to the Unit Holders irrespective of the taxability of
such income in the hands of the Unit Holders.
Such withholding can also apply to the account of Unit Holders on the last day of the financial
year i.e. on 31 March of that FY in situations where Scheme I has earned some income
during the financial year but is not paid / credited to the Unit Holders.
50. General Anti Avoidance Rules ("GAAR"): The GAAR provisions provide that an
arrangement whose main purpose is to obtain a tax benefit and which also satisfies at least
one of the four specified tests (i.e. arrangement is not in arm's length, misuse or abuse of tax
laws, lacks or is deemed to lack commercial substance or not carried out for bona fide
purpose) can be declared as an "impermissible avoidance arrangement". Further, the GAAR
provisions, if invoked, could override the Treaty provisions. The provisions of GAAR would be
applicable to any transaction undertaken on or after April 1, 2017. There is a risk that the
Indian tax authorities could challenge any arrangement under the GAAR provisions and the
rules that will be issued thereunder, which could result in additional tax liabilities to Scheme
I/Scheme/its investors.
51. Multilateral Convention to implement DTAA related measures to prevent Base Erosion
and Profit Shifting ("MLI") and its impact on Scheme I/Scheme / its investors/ portfolio
investments and risks associated with it:
Prospective investors should be aware that on 7 June 2017, several countries signed a
multilateral convention implementing tax treaty related measures arising from the OECD's
"Action Plan on Base Erosion and Profit Shifting" or "BEPS" initiative. The effect of the
multilateral convention will be to amend the terms of existing bilateral tax treaties between the
signatory states (once ratified domestically by the relevant states) to introduce either a
"principal purpose" or "limitation on benefits" restriction (or, in some cases, both) into the
existing tax treaties in force between the signatory states. This could result in additional
reporting and disclosure obligations for investors and/or the Scheme I and/or additional tax
being suffered by the investors, the Scheme I and/or Investments of the Scheme I, which may
adversely affect the returns for investors. Prospective investors should also note that,
although the BEPS final reports were published on 5 October 2015, there is still considerable
uncertainty surrounding the application of the recommendations made to investment fund
vehicles such as Scheme I /Scheme and how individual countries will seek to apply the
principal purpose or limitation on benefits provisions to investment fund vehicles.
The Union Cabinet of India issued a press release dated 12 June 2019 approving the
ratification of the MLI to implement tax treaty related measures to prevent BEPS. The
application of MLI to a Tax Treaty is dependent on ratification as well as positions adopted by
both the countries signing a Tax Treaty.
On June 25, 2019, India has taken the final step for implementation of MLI by depositing its
instrument of ratification with the OECD. The MLI entered into force from 1 October 2019 and
operational with effect from the financial year beginning from 1 April 2020 in respect of certain
treaties signed by India.
52. Risks associated with change in tax laws, including renegotiation of tax treaties,
relevant to Scheme I/Scheme and its investors:
Unit Holders are subject to a number of risks related to tax matters. In particular, the tax laws
and its interpretation relevant to the Scheme I are subject to change, and tax liabilities could
be incurred by investors as a result of such changes. The tax consequences of an investment
in the Scheme I are complex, and the full tax impact of an investment in the Scheme I will
depend on circumstances particular to each investor and the additional peculiarities
associated with respect to activities of each Portfolio Vehicle. Further, the information relating
to Indian taxation legislation contained in this Memorandum is based on Indian domestic
taxation law along with the rules and regulations made thereunder and the judicial and
administrative interpretations thereof, which are subject to change or modification by
subsequent legislative, regulatory, administrative, or judicial decisions. Any such changes,
which could also be retroactive, could have an effect on the validity of the information stated
herein.
Accordingly, prospective investors are strongly urged to consult their tax advisors with specific
reference to their own situations.
53. Change in administrative interpretation/ application of tax laws and attendant risks
there from
Alternative tax positions adopted by the Revenue authorities could give rise to incremental tax
liabilities in addition to the tax amounts already discharged by Scheme I. Since, the Scheme I
would distribute the surplus funds to the Unit Holders, if Scheme I’s available with the Scheme
are insufficient to meet the additional tax liability, the Trustee reserve the right to
collect/recover the additional tax liability from the Unit Holders.
The Finance Act, 2015 has introduced special tax regime for inter-alia Category II AIF. As per
the provisions of the Act, an AIF shall withhold taxes at 10% on income paid/credited to the
resident investors and at rates in force for income paid/credited to the non-resident investors.
Such a provision could lead to withholding tax on exempt income earned by the AIF.
It is possible that the tax authorities may consider the activity of the Scheme I as a business
activity and accordingly, even the gains received by the Scheme I on sale of securities may
be characterized as Business Income, if considered as proceeds from a business activity.
However, no further tax would be payable by the investor upon receipt of such income from
the Scheme I on which tax has been paid by the Scheme I.
Further, taxes, if any, owed by the Scheme I will be paid before any expenses of the Scheme
I are paid or any distributions made to the Unit Holders or redemptions of Units are made and
as a result, the Scheme I's ability to pay distributions or make any redemption may be
impaired. Since, the Scheme I would distribute the surplus funds to the Unit Holders, if
Scheme Is available with the Scheme I are insufficient to meet any future tax liability, the
Trustee reserves the right to collect/recover the tax liability from the Unit Holders.
54. Income Computation and Disclosure Standards (ICDS)
Taxability of the income for all tax payers, following mercantile system of accounting and
offering its income to tax under the head 'Profits and gains from business and profession' and
'Income from other sources', needs to be analysed under the ICDS framework. The provisions
of ICDS could affect the taxability as well as the timing of taxability of the income in the hands
of the Scheme I and could lead to adverse tax consequences.
55. Proposed change in the Indian Tax Regime
The Government of India intends to replace the current ITA, 1961 with a new direct tax code
("DTC") in consonance with the economic needs of the country. The task force is in the
process of drafting a direct tax legislation keeping in mind, tax system prevalent in various
countries, international best practices, economic needs of the country, among others. At this
stage, it is not possible to comment on the final provisions that the new DTC will seek to enact
into law and consequently, no views in that regard are being expressed. There can be no
assurance as to the implications of the final new DTC for Scheme I and its investments.
Tax laws relevant to Scheme I could also be subject to change in a retrospective manner, and
tax liabilities could be incurred by investors as a result of such changes. Prospective investors
should also read carefully "Section XI: Legal, Regulatory and Tax Considerations" of this
Memorandum. Unit Holders are urged to consult their own tax advisers with respect to their
particular tax situations and the tax effects of an investment in the Scheme.
56. Characterisation of income - Business income v. Capital Gains
The Finance Act, 2015 has introduced special tax regime for inter-alia Category II AIF, which
provide that all the income earned (except business income or capital loss) by a domestic
fund (being a Category I or II AIF) would be taxable on pass through basis in the hands of the
investors as if the investors made the investment directly. Further, any income credited or
paid by the AIF to its investors would be deemed to be of the same nature and in the same
proportion in the hands of the investors as the AIF.
However, business income earned by the AIF would be taxable at Scheme I level at
maximum marginal rate i.e. 30% (plus applicable surcharge and cess). Such business
income, which has suffered taxes at Scheme I level would be exempt in the hands of the
investors.
Scheme I intends to hold these securities as capital assets. However, no assurance can be
provided that the Indian tax authorities will not seek to challenge this position and levy tax on
Scheme I at the maximum marginal rate, treating it as business income.
F. SECTOR SPECIFIC RISK FACTORS
57. Investments in Debt Instruments: In compliance with Applicable Law, Scheme I may invest
in debt or debt-like instruments. Such investments or lending create exposures to credit risks
arising from the risk of default by such Portfolio Investments. Typically a borrower may have
more than one creditor or group of creditors with varying natures in debt, security (including
ranking and priority) and realisation strategies, which may expose Scheme I to delays in
realisations, partial or complete non-realisations, increase in costs and expenses for
realisations, and even liabilities on Scheme I.
G. CURRENCY RELATED RISKS
58. Scheme I will be exposed to a significant degree of currency risk that may adversely affect
performance. A substantial part of the income and assets of the Portfolio Investments will be
denominated in INR and capital contributions and distributions from Scheme I will be made in
INR. Changes in foreign currency exchange rate may affect the value of securities in Scheme
I’s portfolio and Scheme I will incur costs in connection with conversions between INR and
USD. Repatriation of investment income, capital and the proceeds from sales of securities by
Scheme I may require governmental registration and approval. Scheme I could be adversely
affected by delays in or a refusal to grant required governmental registration or approval for
any such proposed repatriation.
SECTION XI: LEGAL, REGULATORY, AND TAX CONSIDERATIONS
LEGAL AND REGULATORY CONSIDERATIONS
This section is merely a summary of the regulations and laws and is not a comprehensive disclosure
regarding all laws and regulations applicable to Scheme I and the Portfolio Vehicles. The information
presented in this section has been extracted from publicly available documents, which have not been
prepared or independently verified by Scheme I, the Sponsor, the Investment Manager or any of their
respective advisers or any of the aforementioned Persons’ Affiliates in connection with this
Memorandum. Furthermore, this section is based on the current provisions of the relevant laws, and
the regulations thereunder, and the judicial and administrative interpretations thereof, in each case as
at 31 July 2021, which are subject to changes from time to time by subsequent legislative regulatory,
administrative or judicial decisions. Any such changes could have different legal and/or regulatory
implications.
Prospective investors in Scheme I with questions concerning any legal or tax issues should consult
with their counsel and advisors. It is expressly clarified and confirmed that the laws and regulations
mentioned in this section cannot be construed to indicate Scheme I’s investment strategy, investment
or legal or tax advice or be any indicator of the proposed investments of Scheme I.
A. INDIAN TRUST ACT, 1882
Scheme I is a scheme of the Fund which has been set up as a close-ended, irrevocable,
determinate contributory trust under the Indian Trusts Act, 1882. The Trustee has been
appointed as the trustee of Fund and Scheme I. The Trustee will be subject to the powers,
duties and obligations as prescribed under the Indenture. The Investment Manager shall
manage the Fund and Scheme I subject to the Applicable Law and in accordance with the
Investment Management Agreement. The beneficiaries shall be the Unit Holders of Scheme I.
The Indian Trusts Act, 1882, which inter alia regulates private trusts, will apply to the Fund
and Scheme I.
B. SEBI (ALTERNATIVE INVESTMENT FUNDS) REGULATIONS, 2012
AIF has been defined under the AIF Regulations to mean any fund established or
incorporated in India as a trust or a company or a limited liability partnership or a body
corporate which is a privately pooled investment vehicle with Indian or foreign investors for
investing it in accordance with a defined investment policy for the benefit of its investors.
The following have been excluded from the definition of AIFs: (a) mutual fund/collective
investment schemes (under the relevant regulations); (b) family trusts for relatives; (c) ‘ESOP
Trusts’; (d) employee welfare or gratuity trusts; I holding companies; (f) special purpose
vehicles not established by fund managers (e.g. securitisation trusts); (g) funds managed by
securitisation or reconstruction companies; and (h) pools of funds directly regulated by any
other regulator.
The AIF Regulations contemplate 3 categories of AIFs:
(a) Category I AIF: AIFs that invest in start-up or early stage ventures or sectors
considered socially or economically more desirable and thus may be entitled to
benefits and subject to greater regulations (e.g. venture capital funds including angel
funds, SME fund, infrastructure fund, social venture fund, etc.); which are generally
perceived to have positive spillover effects on economy and for which SEBI or the
Government of India or other regulators in India might consider providing incentives
or concessions.
(b) Category II AIF: AIFs that do not fall in Category I or III and do not employ any
leverage or borrowing other than to meet temporary funding requirements and as
such do not get any special benefits (e.g., private equity funds, debt funds, etc.) and
for which no specific incentives or concessions are given by the government or any
other regulator.
(c) Category III AIF: AIFs that employ diverse or complex trading strategies and may
employ leverage (including through investment in listed and unlisted derivatives). This
category of AIFs is typically open ended and interested in making short term returns
(e.g. hedge funds) which trade with a view to make short term return or such other
funds which are open ended and for which no specific incentives or concessions are
given by the government or any other Regulator.
The Fund is registered with the SEBI as a Category II AIF under the AIF Regulations.
All AIFs are subject to the following conditions/restrictions as may be stated in the AIF
Regulations and circulars thereunder:
(a) Investors: AIFs can seek investments from any investor (Indian, foreign and NRIs).
No scheme of an AIF shall have more than 1000 investors; provided that the
provisions of the Companies Act, 2013 shall apply to an AIF established as a
company. Further investments by foreign investors and NRIs may be subject to
applicable exchange control regulations.
(b) Corpus: Corpus of each scheme will be at least INR 20,00,00,000. If the corpus is
above INR 500,00,00,000, a SEBI registered custodian will have to be appointed by
the AIF provided Category III AIFs shall appoint such custodian irrespective of the
size of the corpus of Scheme I. Un-invested portion of the Investible Funds can be
invested in liquid mutual funds, bank deposits and such other instruments as may be
specified under the AIF Regulations.
(c) Nominated Investor: AIFs may act as nominated investor as specified in clause (b) of
sub-regulation (1) of Regulation 106N of the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2009 (as replaced by
Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018).
(d) Minimum investor commitment: Commitments from investors will be invited on a

private placement basis and the minimum commitment amount is INR 1,00,00,000,
exception being employees or directors of either the AIF or the manager of the AIF,
whose minimum commitment amount is INR 25,00,000. With respect to units of AIF
issued to the employees of the manager of the AIF for profit-sharing, the minimum
investment commitment amounts as set out in this paragraph shall not applicable
where such units do not entail any contribution/investment from such employees.
(e) Manager/Sponsor: The manager or sponsor of the Category I and Category II AIFs
will need to have a continuing interest in the AIF of the lower of 2.5% of the corpus or
INR 5,00,00,000, which cannot be set off against management fees. However, in
case of Category III AIFs, the continuing interest shall be not less than 5% of the
corpus or INR 10,00,00,000, whichever is lower. Such interest must be disclosed
upfront to investors.
The SEBI circulars clarified that such interests may be maintained pro-rata to the
amount of funds raised (net) from other investors in the AIF. Further, with regard to
investment by the sponsor/manager, the sharing of loss by the sponsor/ manager
shall not be less than pro-rata to their holding in the AIF vis-à-vis other unit holders.
(f) Tenure and distribution on winding up: Within 1 year from the end of the tenure (or
extended tenure) of the AIF, the AIF shall be fully liquidated. AIF can be wound up
earlier with 75% in value investor approval. In-specie distribution shall be made in
case the Investment Manager is unable to liquidate all of the Portfolio Investments of
AIF and realize cash proceeds out of such disposition. Such in-specie distribution of
the assets of the AIF may be made to the investors subject to approval of 75% of
investors by value of their investment in the AIF. Such approvals shall be obtained by
passing a resolution in the manner as may be specified in the AIF Regulations.
Further, winding up of the Fund shall be subject to AIF Regulations.
(g) Investments offshore: AIFs can invest in securities of companies incorporated outside
India subject to guidelines issued by the RBI and SEBI.
(h) Co-investment: Co-investment in a Portfolio Vehicle by the sponsor or manager of the

AIF cannot be on more favourable terms than what is offered to the AIF.
(i) Associates: AIF can invest in associates or units of AIFs managed or sponsored by
its investment manager, sponsor or associates of its investment or sponsor, after
obtaining prior approval of 75% of the investors in value of their investments in the
AIF.
(j) Audits and Reports: Books of accounts of the AIF are required to be audited annually.
Further, within 180 days from the year end, AIFs are required to provide reports to
their investors including financial information of investee companies and material
risks and how they will be managed. AIFs are also required to disclose several other
aspects to its investors such as fees payable to manager or sponsor; risk
management information etc.
(k) Alteration of strategy: No material alteration to Scheme I strategy can be made unless
rd
consent of at least 2/3 of unit holders by value of their investment is obtained.
(l) Change in category: According to a circular issued by SEBI dated August 7, 2013,
only AIFs who have not made any investments under the category in which they were
originally registered are allowed to make an application for a change in category to
SEBI. Pending disposal of the application for change in category, the AIF will not be
able to make any investments other than in “liquid funds / bank deposits”. Further, if
the AIF has received commitments prior to an application for change in its category,
the AIF is under a duty to inform investors and provide them with an option to
withdraw from the AIF without any penalty or charges.
(m) Alteration to the Memorandum: According to the SEBI circulars, all AIFs shall intimate
any change to the Memorandum to all investors and SEBI once in every one month
from the end of the financial year, specifically indicating the changes made. In cases
of material changes significantly influencing the decision of the investor to continue to
be invested in the AIF, the existing investors who do not wish to continue post the
change shall be provided with an exit option unless such changes have been
approved by 75% of the investors in value. The investors shall not be provided less
than 1 month for expressing their dissent. Further, other prescribed conditions shall
also be followed.
(n) Investments in other AIFs: Per SEBI circular dated May 05, 2021, AIFs can invest
directly in investee companies as well as through investment in units of other AIFs,
subject to respective diversification limits appropriate disclosure in the Memorandum.
SEBI in its recent circular on June 25, 2021 has clarified that such AIFs investing in
other AIFs need not label them as a fund of funds. AIFs investing in units of other
AIFs have to disclose in its Memorandum the following: (i) proposed allocation of
investment in units of other AIFs; (ii) portion of fees and expenses attributable to
investment in units of AIFs, out of the total fees and expenses of AIFs; (iii) process
followed by investment manager to comply with investment conditions and restrictions
under AIF Regulations; (iv) investments to be made in associates or units of AIFs
managed or sponsored by its investment manager, sponsor or associates of its
investment or sponsor.
(o) Code of Conduct: SEBI (AIF) (Second Amendment) Regulations, 2021, imputes
liability on manager for every decision of the AIF, including ensuring that the
decisions are in compliance with the provisions of these regulations, terms of the
placement memorandum, agreements made with investors, other fund documents
and applicable laws. Further it requires all AIFs to have detailed policies and
procedures, as approved jointly by the manager and the trustee or trustee company
or board of directors or designated partners of the AIF, as the case may be, to ensure
that all the decisions of the AIF are in compliance with the provisions of these
regulations, terms of the placement memorandum, agreements made with investors,
other fund documents and applicable laws. Additionally the members of the
investment committee are made responsible for ensuring that the decisions of the
investment committee are in compliance with the policies and procedures laid down
above. However, an option of waiver of such responsibility, in manner specified by
SEBI, has been given to the AIFs wherein each investor other than manager,
sponsor, employees or directors of that AIF and the manager commits INR 70 Crore.
(p) Accredited Investors: Per SEBI (AIF) (Third Amendment) Regulations, 2021 dated
August 03, 2021, SEBI had introduced a framework for a new class of investors
based on financial thresholds called, “accredited investors,” allowing certain benefits
to this class. It also defined “large value fund for accredited investors,” which are AIF
schemes where each investor is an accredited investor and has invested at least Rs.
70,00,00,000. For large value funds of Category I and II AIFs, the maximum limit for
investment of investable funds in an investee company would be up to 50%, and for
Category III AIFs, up to 20%, invested directly or through investment in the units of
other AIFs.
(q) Other conditions include:
(i) Listing: Listing is permitted only after final close on recognised stock
exchange with minimum tradable lot of Rs. 1,00,00,000. However, under the
AIF Regulations the units may or may not be listed.
(ii) Valuation: Valuation of its investments to be carried out once every 6 months
by an independent valuer appointed by the AIF (extendable to 1 year with
approval of 75% of the investors by value of their investments in the AIF).
(iii) Reporting: Category II AIFs that do not employ leverage are required to
submit reports to SEBI on a quarterly basis in a prescribed format, within 10
calendar days from the end of the quarter.
(iv) Investment by Category I AIFs and Category II AIFs in the shares of entities
listed on institutional trading platform after the commencement of SEBI (Issue
of Capital and Disclosure Requirements) (Fourth Amendment) Regulations,
2015 (as replaced by Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018 shall be deemed to
be investment in ‘unlisted securities’ for the purpose of the AIF Regulations.
(r) Specific Conditions for Category II AIF: The following investment conditions shall
apply to Category II AIFs:
(i) Category II AIF shall invest primarily in unlisted investee companies or in

units of other Category I or other Category II AIFs as may be specified in the
placement memorandum.
(ii) Funds of Category II AIF may invest in units of Category I or Category II AIF,
provided that they shall only invest in such units and shall not invest in units
of other fund of funds.
(iii) Category II AIF may not borrow funds directly or indirectly and shall not
engage in leverage except for meeting temporary funding requirements for
not more than 30 days, not more than 4 occasions in a year and not more
than 10% of the investible fund. Notwithstanding the abovementioned,
Category II AIFs may engage in hedging, subject to guidelines as specified
by SEBI from time to time.
(iv) Category II AIFs shall not invest more than 25% of their Investible Funds in
any one investee company directly or through investment in the units of other
AIFs.
(v) Category II AIFs may enter into an agreement with merchant banker to
subscribe to the unsubscribed portion of the issue or to receive or deliver
securities in the process of market making under Chapter XB of the
Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009;
(vi) Category II AIFs shall be exempt from Regulation 3 and 3A of Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992
(as replaced by Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015) in respect of investment in companies
listed on SME Exchange or SME segment of an exchange pursuant to due
diligence of such companies subject to the following conditions:
(A) Scheme I shall disclose any acquisition or dealing in securities

pursuant to such due-diligence, within 2 working days of such
acquisition or dealing, to the stock exchanges where the investee
company is listed; and
(B) such investment shall be locked in for a period of one year from the
date of investment.
C. SECURITIES REGULATION:
Investments in listed securities would be subject to SEBI regulations pertaining to (a) insider
trading; and (b) takeovers and substantial acquisition of shares. Below is a brief description of
SEBI regulations in relation to insider trading and takeovers:
1. Issuances of Securities:
The issuance of securities is primarily governed under the provisions of the

Companies Act, 2013 (and such provisions of the Companies Act, 1956 which are in
force) and is subject to board and shareholder approval. Additionally, issues of
certain securities, as well as preferential allotments, need to comply with various rules
and regulations framed under the Companies Act, 1956 and Companies Act, 2013.
Issuance of securities under the Companies Act, 2013 needs to comply with the
Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies
(Share Capital and Debentures) Rules, 2014. The Companies Act, 2013 and
attendant rules also regulate issuance of securities by way of private placement.
Preferential allotment of securities by listed companies needs to comply with the
SEBI (Issue of Capital and Disclosure Requirements Regulations, 2018 (“ICDR
Regulations”) and with the Securities Contract (Regulation) Act, 1956 (“SCRA”), as
amended, or any successor thereto. Additionally, the SEBI has notified the SEBI
(Public Offer and Listing of Securitised Debt Instruments) Regulations, 2008 which
deals with public offer and listing of securitised debt and the SEBI (Issue and Listing
of Debt Securities) Regulations, 2008 which provides for issuance and listing of non-
convertible debt securities (excluding bonds issued by Government or such other
bodies as may be specified by SEBI) issued by any company, public sector
undertaking or statutory corporations.
2. Insider Trading
On January 15, 2015, SEBI notified the SEBI (Prohibition of Insider Trading)
Regulations, 2015 (“Insider Trading Regulations”) which came into force on May
14, 2015. The Insider Trading Regulations stipulate that (i) no insider shall
communicate, provide or allow access to unpublished price sensitive information; and
(ii) no person shall procure from or cause the communication by any insider of
unpublished price sensitive information, except in furtherance of legitimate purposes,
performance of duties or discharge of legal obligations.
Regulation 2(g) of the Insider Trading Regulations defines “insider” as any person
who is: (i) a connected person, or (ii) in possession of or having access to
unpublished price sensitive information.
A “connected person” in terms of the Insider Trading Regulations means (i) directors,
officers and employees of the company and persons who hold a position involving a
professional or business relationship with the company (whether temporary or
permanent) and who may reasonably be expected to have access to unpublished
price sensitive information about the company. Without prejudice to (i) above, the
Insider Trading Regulations consider the persons falling under the following
categories, as “deemed to be connected persons” unless a contrary intention is
established: (a) an immediate relative of connected persons specified in sub-clause
(i); (b) a holding company or associate company or subsidiary company; or (c) an
intermediary as specified in section 12 of the SEBI Act or an employee or director
thereof; or (d) an investment company, trustee company, asset management
company or an employee or director thereof; or I an official of a stock exchange or of
clearing house or corporation; or (f) a member of board of trustees of a mutual fund or
a member of the board of directors of the asset management company of a mutual
fund or is an employee thereof; or (g) a member of the board of directors or an
employee, of a public financial institution as defined in section 2 (72) of the
Companies Act, 2013; or (h) an official or an employee of a self-regulatory
organisation recognised or authorised by SEBI; or (i) a banker of the company; or (j)
a concern, firm, trust, Hindu undivided family, company or association of persons
wherein a director of a company or his immediate relative or banker of the company,
has more than 10% of the holding or interest. In terms of the note to Regulation 2(d),
immediate relatives and other categories of persons as listed in Regulation 2(d)(ii) are
presumed to be connected persons but such a presumption is a deeming legal fiction
and is rebuttable.
Under the Insider Trading Regulations, 2 distinct and identifiable categories of

information are potentially available in relation to a company: (i) generally available;
and (ii) unpublished price sensitive information. In terms of Regulation 2(n) of the
Insider Trading Regulations, “unpublished price sensitive information” has been
defined to mean any information relating to a company or its securities, directly or
indirectly, that is not generally available, and which upon becoming generally
available is likely to materially affect the price of securities, and shall, ordinarily
include but not be restricted to, information relating to the following:
(a) financial results;
(b) dividends;
(c) change in capital structure;
(d) mergers, de-mergers, acquisitions, delisting, disposals and expansion of

business and such other transactions; and
(e) changes in key managerial personnel.
The phrase “generally available information” has been defined to mean information
that is accessible to the public on a non-discriminatory basis. The note to the
definition states that information published on the stock exchanges’ websites will
ordinarily be considered as generally available information.
Under the Insider Trading Regulations, no insider shall trade in securities that are
listed or proposed to be listed on a stock exchange when in possession of
unpublished price sensitive information. However, proof of innocence can be
established by an insider if (i) the transaction is an off-market inter-se transfer
between promoters in possession of the same unpublished price sensitive
information; (ii) in case of non-individual insiders, (a) the individuals in possession of
unpublished price sensitive information were different from individuals taking trading
decisions and such decision making individuals were not in possession of
unpublished price sensitive information when they took the decision to trade, and (b)
appropriate and adequate arrangements were in place to ensure that the provisions
are not violated and no unpublished price sensitive information was communicated by
individuals possessing the information to the individuals taking trading decisions and
there is no evidence of such arrangements having been breached; and (iii) the trades
were pursuant to a trading plan set up in accordance with the Insider Trading
Regulations. The Insider Trading Regulations also provides for disclosures to be
made by certain person and such disclosures shall include those relating to trading by
such person’s immediate relatives and by any other person for whom such person
takes trading decisions.
All directors, officers, substantial shareholders and promoters in a listed company are
required to make periodic disclosures of the number of shares or voting rights held
and the positions taken in derivatives, as specified in the Insider Trading Regulations.
SEBI has the power to penalise persons who have violated regulations prescribed by
the Insider Trading Regulations and the Takeover Code with imprisonment or
monetary penalty. SEBI may also pass an order requiring such person to cease and
desist from committing or causing any such violation. Penalties are prescribed by the
Insider Trading Regulations for non-compliance of disclosure requirements, in
addition to unlawful insider trading.
The ICDR Regulations regulate issuances of shares as part of an initial public offer
(“IPO”) by unlisted companies or follow-on public offers, rights issues or preferential
allotments by listed companies. In addition, the SEBI must approve all offers for
public issue and rights issues by listed companies, except in case of rights issue,
when the value of such shares does not exceed Rs. 50 crores. If Scheme I seeks to
exit from an investment in an investee company through an IPO, or if a Portfolio
Vehicle seeks to enter into an IPO, the ICDR Regulations could have a differential
impact on the ability of Scheme I as investor in such a company and on its exit
strategy.
(a) IPO pricing. An unlisted company that is eligible to issue shares or stock
may freely price its shares or any securities convertible at a later date into
equity shares as part of its IPO.
(b) Lock-in restrictions and promoter’s contributions. In order to discipline

the new issues market, SEBI has stipulated that promoters must retain a
certain minimum certified holding of the equity capital issued by the company.
The ICDR Regulations also require the disclosure of the shareholding of the
promoter group as well as build-up of the shareholding of each of the
promoters. For the purposes of these disclosures, the term “promoter”
includes a person, (i) who has been named as such in a draft offer document
or offer document or is identified by the issuer in the annual return in
accordance with the Companies Act; or (ii) who has control over the affairs of
the issuer, directly or indirectly whether as a shareholder, director or
otherwise; or (iii) in accordance with whose advice, directions or instructions
the board of directors of the issuer is accustomed to act: except persons
acting in a professional capacity. However, financial institutions, scheduled
commercial bank, foreign portfolio investor other than individuals, corporate
bodies and family offices, mutual fund, venture capital fund, alternative
investment fund, foreign venture capital investor (“FVCI”), insurance
company registered with the Insurance Regulatory and Development
Authority of India or any other category as specified by SEBI from time to
time, holding 20% or more of the equity share capital of the issuer shall not
be deemed to be a promoter solely on account of its shareholding in the
issuer.
A minimum of 20% of the post-issue capital must be held by the promoters.

In case of the post-issue shareholding of promoters being less than 20%,
AIFs, FVCIs or scheduled commercial banks (amongst others) can contribute
to meet the shortfall, provided such contribution is not more than 10% of the
post-issue capital without being identified as promoter. Such minimum
promoter’s contribution is locked-in from the date of allotment in the proposed
public issue and cannot be disposed of until 3 years from the date of
allotment or the commencement of commercial production, whichever is later.
However, inter se transfer of promoter holdings is possible as long as the
lock-in is made applicable to the transferees who shall be a promoter or any
person belonging to the promoter group or a new promoter or person in
control of the issuer, for the remaining period of the lock-in. Promoters are
also obligated to contribute their full subscription to the issue at least 1 day
prior to the issue opening date.
Further, the entire pre-issue share capital of an unlisted company (other than
the minimum promoter contribution referred to above which is locked in for a
minimum period of 3 years) is locked in for a period of 1 year from the date of
allotment in the public issue. However, the lock-in period of 1 year shall not
be applicable to the pre-issue share capital:
(i) held by employees, which was issued under an employee stock

option or employee stock purchase scheme of the issuer company
before the IPO, provided that the issuer company has complied with
the disclosure requirements pertaining to the same under the ICDR
Regulations; and
(ii) held by VCFs, Category I AIFs, Category II AIFs or FVCIs registered

with the SEBI, provided such equity shares are held for a period of at
least 1 year from the date of purchase by the VCFs, Category I AIFs,
Category II AIFs or FVCIs. The holding period of convertible
securities, if any held by such VCFs, Category I AIFs, Category II
AIFs or FVCIs as well as that of resultant equity shares together will
be considered for the purpose of calculation of 1 year period and
convertible securities will be deemed to be fully paid-up, if the entire
consideration payable thereon has been paid and no further
consideration is payable at the time of their conversion.
The equity shares allotted to the employees would be subject to the

provisions of lock-in as specified under the SEBI (Share Based Employee
Benefits) Regulations, 2014.
(c) Participation in preferential allotment of securities. Fund may make

Portfolio Investments by participating in a private offer of securities by the
issuer. The Companies Act, 2013 stipulates that the issuing company
(whether listed or unlisted) should obtain the prior approval of its existing
shareholders, through a special resolution, before it issues its securities on a
preferential basis (that is, any issue that is not a rights issue to all existing
shareholders of the company). The ICDR Regulations further lay down
certain requirements for preferential issue of securities by listed companies in
a select group of persons on a private placement basis and in a qualified
institutions placement (“QIP”).
All issues of capital by listed companies by way of shares or convertible

securities by way of QIP or preferential allotment are subject to the pricing
guidelines provided under the ICDR Regulations. The pricing of frequently
8
traded shares is: In the event that the equity shares of the issuer have been
listed for a period of 26 weeks or more as on the “relevant date,” a
preferential allotment must be made at a price not less than the higher of: (i)
the average of the weekly high and low of the volume weighted average
prices of the related equity shares quoted on the stock exchange during the
26 weeks preceding the relevant date; and (ii) the average of the weekly high
and low of the volume weighted average price of the related equity shares
quoted on a stock exchange during the 2 week period preceding the relevant
date.
In the event that the equity shares of the issuer have been listed on a stock
exchange for a period of less than 26 weeks as on the relevant date, the
preferential allotment must be made at a price not less than the higher of (i)
price at which equity shares were issued by the issuer in its initial public offer
or the value per share arrived at in a scheme of arrangement under sections
391 to 394 of the Companies Act, 1956 (or Sections 230 to 234 of the
Companies Act, 2013) pursuant to which the equity shares of the issuer were
listed, as the case may be; (ii) the average of the weekly high and low of the
volume weighted average price of the related equity shares quoted on the
recognised stock exchange during the period in which shares have been
listed preceding the relevant date; or (iii) the average of the weekly high and
low of the volume weighted average price of the related equity shares quoted
on a recognised stock exchange during the 2 weeks preceding the relevant
date.
In case of preferential issue of frequently traded shares between July 01,

2020 or from the date of notification of Securities and Exchange Board of
India (Issue of Capital and Disclosure Requirements) (Third Amendment)
Regulations, 2020, whichever is later and December 31, 2020, have the
optional pricing mechanism in place. The price of the equity shares to be
allotted pursuant to the preferential issue shall not be less than the higher of
:(i) the average of the weekly high and low of the volume weighted average
price of the related equity shares quoted on the recognised stock exchange
during the 12 weeks preceding the relevant date; or (ii) the average of the
weekly high and low of the volume weighted average prices of the related
equity shares quoted on a recognised stock exchange during the 2 weeks
preceding the relevant date.
Any preferential issue of securities to qualified institutional buyers (“QIB”) not

exceeding 5 in number shall be made at a price not less than the average of
the weekly high and low of the volume weighted average price of the related
equity shares quoted on the stock exchange during the 2 weeks preceding
the relevant date. However, the issue of securities by means of a QIP must
be made at a price not less than the average of the weekly high and low of
the closing price of the equity shares of the same class quoted on the stock
exchange during the 2 weeks preceding the relevant date.
The term “relevant date” for the issue of securities to a QIB means: (i) in the
case of allotment of equity shares, the date of the meeting on which the
board of the issuer or the committee of directors duly authorised by the board
of the issuer decides to launch the proposed issue, and (ii) in the case of
allotment of eligible convertible securities, the date of the meeting on which
the board of the issuer or the committee of directors duly authorised by the
board of the issuer decides to launch the proposed issue of such convertible
securities or the date on which the holders of convertible securities become
entitled to apply for the equity shares; whereas the term “relevant date” for
preferential issue means: (i) in the case of a preferential allotment of equity
shares, the date that is 30 days prior to the date on which the meeting of
shareholders is held to consider the proposed preferential issue; and (ii) in
the case of a preferential allotment of convertible securities either the date
set out in clause (i) above or a date that is 30 days prior to the date on which
the holders of the convertible securities become entitled to apply for the
equity shares.
Where the shares are not frequently traded, the price determined by the
issuer shall take into account valuation parameters including book value,
comparable trading multiples, and such other parameters as are customary
for valuation of shares of such companies; provided that the issuer shall
submit a certificate stating that the issuer is in compliance of the relevant
provisions of the ICDR Regulations, obtained from an independent merchant
banker or an independent chartered accountant in practice having a minimum
experience of 10 years, to the stock exchange where the equity shares of the
issuer are listed.
The price determined for preferential issue of frequently or infrequently traded

shares is subject to appropriate adjustments, if the issuer: (a) makes an issue
of equity shares by way of capitalisation of profits or reserves other than by
way of a dividend on shares; (b) makes a rights issue of equity shares; (c)
consolidates its outstanding equity shares into a smaller number of shares;
(d) divides its outstanding equity shares including by way of stock split; I re-
classifies any of its equity shares into other securities of the issuer; (f) is
involved in such other similar events or circumstances, which in the opinion
of the concerned stock exchange, requires adjustments; and (g) makes an
issue of equity shares after completion of a demerger wherein the securities
of the resultant demerged entity are listed on a stock exchange.
Securities issued in preferential allotment by a listed company to the

promoters/promoter group of the company are locked in for a period of 3
years from the date of trading approval granted for the securities, provided
such lock-is being applicable to a maximum of 20% of the share capital of the
company (computed on a post-issue basis). Further, securities issued to any
person including promoters/promoter groups (in excess of 20% of the total
capital of the company which do not form a part of the securities locked-in for
3 years as mentioned above) in a preferential allotment shall be subject to a
lock-in for a period of 1 year from the date of their trading approval. Date of
trading approval to mean the latest date when trading approval has been
granted by all the recognised stock exchanges where the equity shares of the
issuer are listed. The eligible securities allotted in a QIP are subject to a lock-
in of 1 year from the date of allotment, unless the securities are sold on a
recognised stock exchange. Such lock-in requirements may also be
applicable with respect to Fund’s Investment in listed securities by way of
preferential allotment or a QIP by the investee company.
(d) Offer for sale. Under certain circumstances, existing shareholders are
permitted to exit from companies through an “offer for sale” of their holdings
to the public. A company whose equity shares are offered through an “offer
for sale” must comply with the conditions described in the ICDR Regulations.
Additionally, only those equity shares which are held by the offeror for a
period of at least 1 year at the time of filing the draft offer document with the
SEBI can be offered to the public through an “offer for sale”.
In addition to promoters / promoter group, the OFS mechanism is also

available to any non-promoter shareholder of the top 200 companies (based
on market capitalisation in any of the last four completed quarters being
calculated as average market capitalisation in a quarter), holding at least
10% of the share capital of such company. The promoters and promoter
group should not have purchased and/or sold the shares of the company in
the 12 weeks period prior to an OFS. Further, the promoters and promoter
group should undertake not to purchase and/or sell equity shares of the
company in the 12 weeks period after the OFS. However, within the cooling
off period of +12 weeks, the promoter(s)/promoter group entities can offer
their shares only through OFS/ institutional placement programme (“IPP”)
with a gap of 2 weeks between successive offers. Additionally, subject to
adequate disclosures, within 2 weeks from an OFS, promoters of such a
company are permitted to sell their shares to the employees of such
company, and such an offer to the employees of the company would be
considered as a part of the OFS. The promoters may, at their discretion, offer
these shares to employees at the price discovered in the OFS or at a
discount to the price discovered in the OFS.
SEBI issued a circular on 28 December 2018 on “Review of Offer for Sale of

Shares through Stock Exchange Mechanism” pursuant to which if the seller
fails to get sufficient demand from non-retail investors at or above the floor
price on T day, then the seller may choose to cancel the offer, post bidding,
in full (both retail and non-retail) on T day and not proceed with offer to retail
investors on T+1 day.
(e) Exit Opportunity to Dissenting Shareholders. Under ICDR Regulations,

the promoters or shareholders in control of an issuer company can make an
exit offer to the dissenting shareholders in case of change in objects or
variation in the terms of contract referred to in the prospectus.
The promoter or the shareholders in control, as the case may be, will be
required to make an exit offer in accordance with the provisions of the ICDR
Regulations, to the dissenting shareholders, in cases only if, (a) the proposal
for change in objects or variation in terms of a contract, referred to in the offer
document is dissented by at least 10% of the shareholders who voted in the
general meeting; and (b) the amount to be utilised for the objects for which
the offer document was issued is less than 75% of the amount raised
(including the amount earmarked for general corporate purposes as
disclosed in the offer document). Only those dissenting shareholders of the
issuer who are holding shares as on the relevant date will be eligible to avail
the exit offer.
The ‘exit price’ payable to the dissenting shareholders will be the highest of
the following: (a) the volume-weighted average price paid or payable for
acquisitions, whether by the promoters or by any person acting in concert
with them, during the fifty-two weeks immediately preceding the relevant
date; (b) the highest price paid or payable for any acquisition, whether by the
promoter or by any person acting in concert with them, during the twenty-six
weeks immediately preceding the relevant date; (c) the volume-weighted
average market price of such shares for a period of sixty trading days
immediately preceding the relevant date as traded on the stock exchange
where the maximum volume of trading in the shares of the issuer are
recorded during such period, provided such shares are frequently traded; (d)
where the shares are not frequently traded, the price determined by the
promoter or shareholders having control and the lead manager(s) taking into
account valuation parameters including book value, comparable trading
multiples, and such other parameters as are customary for valuation of
shares of such issuers.
3. Takeover Code
SEBI notified the SEBI (Substantial Acquisition of Shares and Takeovers)

Regulations, 2011 (“Takeover Code”) which replaced the SEBI (Substantial
Acquisition of Shares and Takeovers) Regulations, 1997. The provisions of the
Takeover Code provide for a distinct regime for mandatory offers, voluntary offers
and competing offers, where the triggers results from direct acquisitions or indirect
acquisitions. However, some acquisitions are exempt from the trigger events under
the Takeover Code (such as exemption for acquisitions of additional voting rights
pursuant to rights issues or buy-backs (subject to satisfying certain conditions)). The
Takeover Code 2011 shall not apply to direct and indirect acquisitions of shares and
voting rights in or control over a company listed, without making a public issue on the
institutional trading platform of a recognised stock exchange, in terms of the
amendment to the Takeover Code notified by SEBI on August 14, 2015.
Mandatory offer
The initial trigger for a mandatory offer under the Takeover Code is the entitlement to
exercise 25% of the voting rights in a target company (“Initial Trigger”).
Shareholders holding between 25% and 75% of a target company are now able to
consolidate their shareholding by way of a 5% acquisition in each financial year. This
5% acquisition may be made through negotiated transfers, preferential allotments or
on-market transactions. The calculation of the 5% limit will be by way of an
aggregation of the gross acquisitions. A “hard-cap” at 75% has, however, been
imposed and the acquirer will not be entitled to acquire or enter into any agreement to
acquire shares or voting rights which would result in the 75% threshold being
breached (“Consolidation Trigger”). The only circumstance in which the 75%
threshold may be exceeded will be through transactions that are otherwise eligible for
exemption under the Takeover Code.
The threshold triggers described above, (i.e., the Initial Trigger and the Consolidation
Trigger) will apply to collective shareholdings of persons acting in concert and also
individual shareholding of each person within said group.
Acquisition of “control” will be an independent trigger for mandatory tender offer

obligations (“Control Trigger”).
The offer size in the case of an Initial Trigger and Control Trigger shall be 26% of the
shares of the target company. An acquirer is not permitted to withdraw an open offer
except for conditions specified in the Takeover Code including pursuant to a public
announcement made in case of a preferential issue, even if the proposed acquisition
through preferential issue is not successful.
Voluntary Offer
The Takeover Code provides a distinct regime for voluntary offers to public
shareholders. Only existing shareholders holding between 25% and 75% of the voting
rights in a target company are permitted to make a voluntary offer to the public
shareholders (“Voluntary Offer”). All acquirers holding less than 25% will need to
acquire shares in the target company on the stock exchanges or under a negotiated
agreement and trigger the mandatory offer obligations set out above. The minimum
offer size of the voluntary offer is 10% and the maximum is such that the aggregate
shareholding of the acquirer does not exceed 75%.
A person who is a wilful defaulter or who is a fugitive economic offender (as defined
under the Takeover Code) shall not make a public announcement of an open offer for
acquiring shares or enter into any transaction that would attract the obligation to
make a public announcement of an open offer for acquiring shares under the
Takeover Code.
Competitive Offer
A competitive offer would need to be made within 15 working days of the original
offer. Such a competing offer may be made by any person (i.e., whether it be an
existing shareholder or otherwise) without being subject to the restrictions for
voluntary offers as given in the Takeover Code (“Competitive Offer”). The minimum
offer size of a competing offer must be in excess of the size of the first offer, net of
the competing acquirer’s existing shareholding.
Disclosure requirement
Furthermore, an acquirer would have to disclose an acquisition of 5% or more of the

shares/voting rights in the target company within 2 working days of such acquisition.
An acquirer holding in excess of 5% would have to disclose every change in its
shareholding or voting rights, even if such change results in holding falling below 5%,
if such change exceeds 2% of the total shareholding or voting rights in the target
company, within 2 working days of such acquisition.
Exemptions
Some acquisitions are exempt from the Initial Trigger and some from the
Consolidation Trigger. For instance, where the acquirer would be entitled to claim an
exemption for acquisitions of shares and/or additional voting rights pursuant to rights
issues or buy-backs (subject to satisfying certain conditions) in case of the
Consolidation Trigger, these modes of acquisition would not exempt the offer
triggered upon crossing the 25% threshold. Group restructurings that were historically
undertaken through inter-se transfers will now need to be structured on the basis of
the prescribed parameters and in accordance with the conditions set out under the
Takeover Code. Acquisitions pursuant to schemes of arrangement have also been
distinguished into 2 classes: (a) those that involve the target company, where the
acquisition would generally be eligible for the exemption; and (b) those that do not
involve the target company but result in the acquisition of voting rights in excess of
the thresholds, which would only be exempt if certain substantive conditions (such as
compliance with the post scheme shareholding pattern requirement and the ratio of
cash to cash equivalents offered under the scheme) are met. Transfers between
VCFs or Category I AIFs and promoters of the target company pursuant to an
agreement will be exempt. Acquisitions of shares in excess of the Consolidation
Trigger pursuant to shares tendered in an open offer for another company would not
attract mandatory open offer obligations on the acquirer.
On March 26, 2013, SEBI notified the SEBI (Substantial Acquisition of Shares and
Takeovers) (Amendment) Regulations, 2013 which amended the Takeover Code.
The amendments clarify that any person who (together with persons acting in
concert) holds shares or voting rights entitling them to 5% or more of the shares or
voting rights in the target company, shall disclose: (a) the number of shares or voting
rights held, and (b) the change in shareholding or voting rights (even if such change
results in shareholding falling below 5%), if there has been a change in such holdings
from the last disclosure and such change exceeds 2% of the total shareholding or
voting rights in the target company. Additionally, SEBI in the amendments has
clarified that an acquirer shall not withdraw an open offer pursuant to a public
announcement made in case of a preferential issue, even if the proposed acquisition
through preferential issue is not successful. In line with the amendment to the ICDR
Regulations on February 17, 2016, SEBI amended the Takeover Code pursuant to
which the any acquisition under Chapter VI-A of the ICDR Regulations will be exempt
from the mandatory open offer requirements under the Takeover Code.
Recently, SEBI has amended the Takeover Code to prohibit a wilful defaulter from
making a public announcement of an open offer for acquiring shares or entering into
any transaction that would attract an obligation to make a public announcement of an
open offer for acquiring shares under the Takeover Code. ‘Wilful Defaulter’ has been
defined as any person who is categorised as a wilful defaulter by any bank or
financial institution or consortium thereof, in accordance with the guidelines on wilful
defaulters issued by the RBI and includes any person whose director, promoter or
partner is categorised as such.
D. MONEY LAUNDERING
1. Legal Structure. In order to eliminate and prevent money laundering in India, the
Government of India enacted the Prevention of Money Laundering Act, 2002
(“PMLA”). The Prevention of Money Laundering (Amendment) Act, 2013 (“PMLA
Amendment Act”) received Presidential assent on January 3, 2013 and has come
into effect from February 15, 2013. The main objectives of PMLA are (i) the
prevention and control of activities concerning money laundering and (ii) the
confiscation of property derived from or involved in money laundering. An offence of
‘money laundering’ takes place under the PMLA, if a person “directly or indirectly
attempts to indulge or knowingly assists or knowingly is a party or is actually involved
in any process or activity connected with the proceeds of crime including its
concealment, possession, acquisition or use and projecting or claiming it as untainted
property”. The term “proceeds of crime” has been defined under the PMLA to mean
property derived or obtained, directly or indirectly, by any person as a result of
criminal activity relating to an offence listed in the schedule to the PMLA or the value
of any such property or where such property is taken or held outside the country, then
the property equivalent in value held within the country. The Finance Act 2015
introduced certain amendments to the PMLA. Amongst others, it expanded the
definition of ‘proceeds of crime’ to include those which are taken out of the country as
well. The PMLA Amendment Act has enlarged the definition of ‘money-laundering’ to
include concealment, acquisition, possession and use of proceeds of crime as
criminal activities and removed the existing limit of INR 5 lakhs in fine. It has also
permitted provisional attachment of property for a period not exceeding 180 days if
there is reason to believe that the person is in possession of any proceeds of crime
and such proceeds are likely to be concealed, transferred or dealt with in a manner
that may frustrate any proceedings relating to confiscation of such proceeds of crime.
The requirement of such person having been charged of having committed a
scheduled offence has been done away with. The PMLA Amendment Act has made
sweeping changes to the PMLA that are in line with recommendations of the
Financial Action Task Force, an inter-governmental policy making body, with a
mandate to establish international standards for combating money laundering and
terror financing. The Finance Act 2018 expanded the definition of ‘proceeds of crime’
to also include “where such property is taken or held outside the country then the
property equivalent in value held within the country or abroad”.
2. Regulatory Oversight. The PMLA requires banks, financial institutions and

intermediaries (including stockbrokers, sub-brokers, share transfer agents, issuer
bankers, trustees, issue registrars, merchant bankers, underwriters, portfolio
managers, investment advisers and any other intermediary associated with a
securities market and registered under section 12 of the SEBI Act, 1992 (“SEBI Act”)
to maintain records of all transactions above minimum thresholds. The transactions
must be recorded in such manner as to enable the relevant institution to reconstruct
individual transactions. These institutions also must verify and maintain the records of
identity of their clients in the manner prescribed in the rules framed under the PMLA.
Entities that are required to maintain such information must furnish it periodically to
the Director of the Financial Intelligence Unit-India (the “Director FIU”). The PMLA’s
reporting requirements cover both single transactions that satisfy the minimum
thresholds as well as any series of inter-connected transactions (individually or
collectively, “transactions”) within 1 month that collectively meet the minimum
thresholds. Institutions covered by the PMLA must provide the Director FIU with
information about transactions within the prescribed time limit. Such institutions must
also verify the identities of, and maintain records concerning, their clients and identify
the beneficial owner, if, any, of such clients. As per Notification no. 5/2005 dated July
1, 2005, the Director FIU is conferred with certain exclusive and concurrent powers
under the PMLA. The PMLA also confers discretionary power on the principal officer
of a bank, financial institution or intermediary to report transactions that have been
valued below the prescribed limits to escape scrutiny.
E. LIQUIDATION PROCEDURES
1. Winding up procedures under the Companies Act, 2013
An Indian company may be liquidated following winding-up proceedings specified in

Part I of Chapter XX of the Companies Act, 2013. The provisions in respect of
voluntary winding up which comprised Part II of Chapter XX of the Companies Act,
2013 have been omitted pursuant to the coming into effect of Section 255 of the
Insolvency Code from December 1, 2016. Thereafter, the section pertaining to
voluntary liquidation of corporate persons (i.e. Section 59 of the Insolvency Code)
was notified on March 30, 2017.
Under the Companies Act, 2013, a company may be wound up if a petition for
winding up is filed before a NCLT for winding up under the supervision of NCLT. The
following are the situations where a company may be wound up by the NCLT: (i) the
company passes a special resolution of its being wound up by the NCLT; (ii) the
company has made a default in filing with the Registrar of Companies its financial
statements or annual returns for immediately preceding five (5) financial years; (iii)
the company has acted against the interests of sovereignty and integrity of India, the
security of the state, friendly relations with foreign states, public order, decency or
morality; (iv) if, on an application made by the Registrar of Companies or any other
person authorised by the Central Government by notification under the Companies
Act, 2013, the NCLT is of the opinion that the affairs of the company have been
conducted in a fraudulent manner or the company was formed for a fraudulent and
unlawful purpose or the persons concerned in the formation or management of its
affairs have been guilty of fraud, misfeasance or misconduct in connection therewith
and that it is proper that the company be wound up; or (v) if the NCLT is of the
opinion that it is just and equitable that the company shall be wound up. It is to be
noted that the provision for filing a winding up petition by creditors of the company on
account of the company’s ‘inability to pay debts’ has been deleted pursuant to the
notification of the Insolvency Code. The intention for this is that creditor rights for all
cases of non-payment of debt should come under the ambit of the Insolvency Code
and all other ‘non-payment’ related grounds for winding up should continue to remain
under the Companies Act, 2013.
Under the Companies Act, 2013, only the following persons can file a petition for
compulsory winding up: (a) the company; (b) any contributory(ies) (a contributory
means any person liable to contribute to the assets of a company in the event of its
being wound up and includes holders of the company’s fully paid-up shares but shall
have no liabilities of a contributory under the Companies Act, 2013 whilst retaining
rights of such a contributory); (c) all or any persons specified in the foregoing sub-
clauses (a) and (b); (d) the Registrar of Companies; I any person authorised by the
Central Government in that behalf; and (f) in a case falling under sub-point (iii) set out
in the preceding paragraph, by the Central Government or State Government.
2. The Insolvency and Bankruptcy Code, 2016

The Insolvency and Bankruptcy Code, 2016 (“Insolvency Code”) seeks to provide
for insolvency resolution of corporate persons, partnership firms and individuals in a
time bound manner for maximisation of value of assets of such persons, to promote
entrepreneurship, availability of credit and balance the interests of all the
stakeholders. The Insolvency Code received presidential assent on May 28, 2016
and a majority of the provisions of the Insolvency Code were notified over a period of
time from August 2016 to November 30, 2016. On November 30, 2016, the Ministry
of Corporate Affairs notified sections pertaining to corporate insolvency resolution
process (i.e. Sections 4 to 32 and Sections 60 to 77). On December 9, 2016, the
Ministry of Corporate Affairs also notified sections pertaining to liquidation process
(i.e. Sections 33 to 54), which came into effect from December 15, 2016. Thereafter,
the section pertaining to voluntary liquidation of corporate persons (i.e. Section 59)
was notified on March 30, 2017 and the sections on fast track corporate insolvency
resolution process (i.e. Sections 55 to 58) were notified on June 14, 2017.
The Insolvency and Bankruptcy Code (Second Amendment) Act, 2018 came into
force on the 6th June, 2018 which amends the Insolvency and Bankruptcy Code,
2016 to clarify that allottees under a real estate project should be treated as financial
creditors. Further, the voting threshold for routine decisions taken by the committee of
creditors has been reduced from 75% to 51%. For certain key decisions, this
threshold has been reduced to 66%. It further allows the withdrawal of a resolution
application submitted to the NCLT under the Insolvency and Bankruptcy Code which
decision can be taken with the approval of 90% of the committee of creditors.
Procedure under the Insolvency Code:
Part II of the Insolvency Code shall apply to matters relating to insolvency and
liquidation of corporate debtors where the minimum default is INR 1 crore. The
9
Insolvency Code defines a corporate debtor as a corporate person who owes a debt
to any person.
The Insolvency Code proposes 2 processes for insolvency resolution – (a) the
insolvency resolution process, and (b) liquidation process. A financial creditor, an
operational creditor or the corporate debtor itself, may apply for initiating corporate
insolvency resolution process before the adjudicating authority in respect of the
corporate debtor. The adjudicating authority shall within a period of 14 days of receipt
of the application, either admit or reject the application for corporate insolvency
process (this timeline has been interpreted to be directory by the Supreme Court of
India). Upon admission of the corporate insolvency process, the adjudicating authority
shall appoint an interim resolution professional for the management of the affairs of
the corporate debtor as specified in the Insolvency Code. The powers of the board of
directors or the partners of the corporate debtor shall vest in the interim resolution
professional and the interim resolution professional shall take immediate control over
the assets of the corporate debtor in which the corporate debtor has ownership rights,
collect all information relating to finances, assets and operations of the corporate
debtor for determining the financial position of the corporate debtor and constitute a
committee of creditors, amongst other things. The interim resolution professional shall
convene a meeting of the committee of creditors after collating all claims received
against the corporate debtor. The committee of creditors shall appoint the resolution
professional in the first meeting. As per the amended regulations under Insolvency
Code, in the event appointment of resolution professional is delayed, the interim
resolution professional shall perform the functions of the resolution professional till a
resolution professional is appointed. The resolution professional shall conduct the
corporate insolvency resolution process in accordance with the procedure specified in
the Insolvency Code. The adjudicating authority, by order, shall declare a moratorium
for prohibiting all of the following, from the insolvency commencement date (i.e. date
9
“Corporate Person” means (a) a company as defined under the Companies Act, 2013; (b) a limited liability partnership as
defined under the Limited Liability Partnership Act, 2008; or (c) any other person incorporated with limited liability under
any law for the time being in force, but excludes any financial service provider.
of admission of an application for initiating corporate insolvency resolution process):
(a) the institution of suits or continuation of pending suits or proceedings against the
corporate debtor including the execution of any judgment, decree or order of any
court of law; (b) transferring encumbering, alienating or disposing of by the corporate
debtor any of its assets or any legal right or beneficial interest therein; (c) any action
to foreclose, recover or enforce any security interest created by the corporate debtor
in respect of its property; and (d) recovery of any property by an owner or lessor
where such property is occupied by or in possession of the corporate debtor.
During the corporate insolvency resolution process, the resolution professional shall
not take, inter alia, any of the following actions: (i) raise any interim finance in excess
of the amount as may be decided by the committee of creditors in their meeting; (ii)
create any security interest over the assets of the corporate debtor; (iii) change the
capital structure of the corporate debtor; (iv) undertake any related party transactions;
(v) record any change in ownership of the corporate debtor; (vi) amend any
constitutional documents; and/or (vii) dispose of or permit the disposal of shares of
any shareholder of the corporate debtor. In the event, the adjudicating authority does
not receive a resolution plan for the corporate debtor before the expiry of the
insolvency resolution process period or rejects the resolution plan for non-compliance
with the requirements set out in the Insolvency Code, the adjudicating authority shall
pass an order for the liquidation of the corporate debtor. The adjudicating authority for
corporate insolvency resolution process would be the NCLT and it shall be vested
with all the powers of the Debt Recovery Tribunal (“DRT”) for the purposes of
insolvency resolution or bankruptcy of a personal guarantor.
Further, if (1) adjudicating authority (a) does not receive a resolution plan, before the
expiry of the insolvency resolution process period or the maximum period permitted
for completion of the corporate insolvency resolution process or the fast track
corporate insolvency resolution process, under the Insolvency Code, as the case may
be; or (b) rejects the resolution plan under the Insolvency Code for non-compliance
with the requirements specified under the Insolvency Code; (2) the resolution
professional at any time during the corporate insolvency resolution process but before
confirmation of the resolution plan intimates the adjudicating authority of the decision
of the committee of creditors to liquidate the corporate debtor; and (3) any person
whose interests are prejudicially affected by the contravention of the resolution plan
by the corporate debtor makes an application to the adjudicating authority, the
adjudicating authority shall: (i) pass an order requiring the corporate debtor to be
liquidated in the manner as laid down in the Insolvency Code, (ii) issue a public
announcement stating that the corporate debtor is in liquidation; and (iii) require such
order to be sent to the authority with the which the corporate debtor is registered.
The Insolvency Code also provides for a fast track corporate insolvency resolution
process for corporate debtors which comply with the conditions as may be notified by
the Central Government and such fast track corporate insolvency resolution process
shall be completed within a period of 90 days from the date of insolvency
commencement date. The Insolvency Code also provides for the insolvency
resolution and bankruptcy procedure for individuals and unlimited partnerships.
Further, the Insolvency Code provides for the order of priority of distribution of assets
notwithstanding anything contained in any other law. Currently, provisions relating to
liquidation in relation to partnership firms and individuals have not been notified.
The Insolvency and Bankruptcy Board of India (IBBI) had vide gazette notification
dated 20 November 2019 issued the Insolvency and Bankruptcy Board of India
(Insolvency Resolution Process For Personal Guarantors to Corporate Debtors)
Regulations, 2019 (“Resolution process of Personal Guarantors Regulations”) which
are the regulations which provide the mode and manner in which the Insolvency
Resolution Process can be initiated against the personal guarantors to the corporate
debtors.
F. IMPLICATIONS UNDER COMPETITION LAW

Regulation of Combinations
Section 6(4) of the Competition Act, 2002 exempts from the notification requirement share
subscription, financing facility or any acquisition by a public financial institution, foreign
portfolio investors, bank or VCF (as defined under the Income Tax Act, 1961) pursuant to any
covenant of a loan agreement or investment agreement. A public financial institution, foreign
portfolio investor, VCF or bank is required to disclose certain information about an acquisition,
including the details of control, the circumstances for exercise of such control and the
consequences of default arising out of such loan agreement or investment agreement. Such
information must be disclosed within 7 days of acquisition in a Form III. Pursuant to the
Competition Commission of India (an affiliated office of the Government of India’s Ministry of
Corporate Affairs) notification dated February 23, 2012, the details of an acquisition made by
the aforesaid entities are required to be filed without any fee in Form III, along with a certified
copy of the loan agreement or investment agreement. Thus, pursuant to the notification
issued by the Government of India’s Ministry of Corporate Affairs on March 4, 2016, all
enterprises, whose control, shares, voting rights or assets are being acquired, have either
assets of value less than INR 350,00,00,000 and turnover of not more than INR
1000,00,00,000 in India will be exempt from the provisions of Section 5 of the Competition
Act, 2002, for a period of 5 years from the date of the notification.
G. COMPANIES ACT, 2013 (READ WITH COMPANIES ACT, 1956)
The Companies Act, 2013 which seeks to revise and modify the existing company law in
India, in consonance with changes in national and international economic environment, was
passed by the Lok Sabha i.e. the lower house of the Indian Parliament, on December 18,
2012 and by the Rajya Sabha i.e. the upper house of the Indian Parliament, on August 8,
2013. The Companies Act, 2013 also received President’s assent on August 29, 2013.
Section 1 of the Companies Act, 2013 was notified (on August 30, 2013) which provides for
the commencement and scope of the Companies Act 2013. Another 98 sections were notified
on September 12, 2013. Another 183 sections (along with schedules 1 to VI) were notified on
March 26, 2014 which came into effect from April 1, 2014. Another 5 sections were notified
and came into effect on May 18, 2016. 18 more sections were notified on December 7, 2016
and came into effect on December 15, 2016. Another 5 sections were notified on and came
into effect on December 26, 2016. Another section was notified on and came into effect on
April 13, 2017. The provisions of Companies Act, 1956 which corresponded to these sections
ceased to have effect with effect from the date of the notification.
The Companies Act, 2013 is divided into 29 chapters and contains 470 sections and 7
schedules and has endeavoured to achieve compactness by deleting redundant provisions,
regrouping related provisions and modifying various provisions of the Companies Act, 1956 to
enable easy interpretation, de-link procedural aspects from substantive law and provide
greater flexibility in rule- making. The Companies Act, 2013 has, inter alia, introduced
enhanced corporate governance standards particularly in relation to the independent
directors, audit, corporate social responsibility, mandatory valuation, private placement of
securities, cross-border mergers (including merger of Indian companies into foreign
companies) and class action suits. Further, the provisions in respect of the composition and
constitution of NCLT and National Company Law Appellate Tribunal have been redefined.
The Companies Act, 2013 is subject to subordinate legislation wherein the Government is
empowered to prescribe necessary rules in relation to a wide range of provisions, in order to
carry out the objectives of the Companies Act, 2013. The Ministry of Corporate Affairs
released, inter alia, the following rules for the implementation of the legislation, effective from
April 1, 2014: (i) Chapter X – Companies (Audit and Auditors) Rules, 2014; (ii) Chapter V –
Companies (Acceptance of Deposits) Rules, 2014; (iii) Chapter XIV – Companies (Inspection,
Investigation and Inquiry) Rules, 2014; (iv) Chapter XIII – Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014; (v) Chapter II- Companies
(Incorporation) Rules, 2014; (vi) The Companies (Share Capital and Debentures) Rules,
2014; (vii) The Companies (Management and Administration) Rules, 2014; (viii) The
Companies (Corporate Social Responsibility) Rules, 2014; (ix) The Companies ( Meetings of
Board and its powers) Rules, 2014; (x) The Companies (Appointment and Qualification of
Directors) Rules, 2014; (xi) The Companies (Accounts) Rules, 2014; (xii) The Companies
(Declaration and payment of dividend) Rules, 2014; (xiii) The Companies (Registration of
Charges) Rules, 2014; (xiv) The Companies ( Prospectus and Allotment of Securities) Rules,
2014; (xv) The Companies ( Specification of Definition) Rules, 2014; (xvi) The Companies
(Miscellaneous) Rules, 2014; (xv) The Companies (Incorporation) Rules, 2014; (xvi) The
Companies (Registration of Foreign Companies) Rules, 2014; ( xvii) The Companies (
Inspection, Investigation and Inquiry) Rules, 2014; (xviii) The Companies ( Registered offices
and fees) Rules, 2014; (xix) The Companies ( Cost Records and Audit) Rules, 2014; (xx) The
Companies (Authorized to Register ) Rules, 2014; and (xxi) The Companies (Filing of
documents and forms in XBRL) Rules, 2015.
The Ministry of Corporate Affairs has also notified the following rules which have come into
effect on the day they were notified: (i) The Companies (Mediation and Conciliation) Rules.
2016 on September 9, 2016; (ii) The National Company Law Tribunal Rules, 2016 on July 21,
2016; (iii) The National Company Law Appellate Tribunal Rules, 2016 on July 21, 2016; and
(iv) The Companies (Transfer of Pending Proceedings) Rules, 2016 on December 15, 2016
(with the exception of Rule 4 thereof, which has come into effect from April 1, 2017).
The transition of the company law in India from the Companies Act, 1956 to Companies Act,
2013 is currently ongoing and there remains material uncertainty on various aspects of
company law. Various aspects of the new regime, including its interface with the old regime
and the attendant regulatory framework in India is as yet untested. As recently as December
7, 2016, the Ministry of Corporate Affairs notified the provisions in relation to inter alia
compromises, arrangements and amalgamations and winding up, which came into effect from
December 15, 2016. The Ministry of Corporate Affairs also notified the Company (Transfer of
Pending Proceedings) Rules, 2016 stating that all proceedings under the Companies Act,
2013 including proceedings relating to arbitration, compromise, arrangements and
reconstruction, other than proceedings relating to winding up on the date of coming into force
of these rules shall stand transferred to the benches of the NCLT exercising respective
territorial jurisdiction.
The Companies (Amendment) Act, 2017 (“Companies Amendment Act”) was published by
the Ministry of Law and Justice on January 3, 2018. Section 1 and section 4 of the
Companies Amendment Act was notified on January 23, 2018. Another 43 sections of the
Companies Amendment Act was notified on February 9, 2018.
H. REGULATIONS PERTAINING TO FOREIGN INVESTMENT INTO THE FUND AND

SCHEME I
FEMA Regulations
The RBI regulates foreign investment under the provisions of the (Indian) Foreign Exchange
Management Act, 1999 (“FEMA”), the Foreign Exchange Management (Non-debt
Instruments) Rules, 2019 (“FEMA Rules”), Master Direction on Foreign Investment in India
dated 4 January 2018 (“FEMA Master Direction”) and other regulations issued under the
FEMA. The FEMA Rules regulate the issue of Indian securities to persons resident outside
India and the transfer of Indian securities by or to persons resident outside India. In addition,
the RBI released the ‘Master Direction – Foreign Investment in India’ on 4 January 2018. The
FEMA Rules provide that an Indian entity should not receive any investment in India from a
person resident outside India or record such investment in its books other than in the manner
set forth in the FEMA and the rules and regulations made thereunder or as permitted by the
RBI.
Foreign Investment in AIFs
Investors resident outside India are allowed to make investments into AIFs subject to the
extant exchange control regulations. Under the FEMA Rules, a person resident outside India
(other than a citizen of Pakistan or Bangladesh) or an entity incorporated outside India (other
than an entity incorporated in Pakistan or Bangladesh) may invest in units of an ‘investment
vehicle’, in the manner and subject to the terms and conditions specified in Schedule VIII to
the FEMA Rules. Some of the key conditions are that downstream investment by an AIF
would be regarded as indirect foreign investment for the investee company if either the
sponsor or the manager or the investment manager of the AIF is not Indian ‘owned and
controlled’, as defined under the FEMA Rules or is owned or controlled by persons resident
outside India. An explanation to the provision states that ‘Control’ of the AIF should be in the
hands of the sponsor and manager/ investment manager of the AIF, with the general
exclusion to others. Investment by an investment vehicle that is reckoned as indirect foreign
investment are required to conform to the sectoral caps and conditions/ restrictions, if any, as
applicable to the company in which the downstream investment is made as per the FEMA
Rules.
Per the FEMA (Mode of Payment and Reporting of Non- Debt Instruments) Regulations, 2019
(“FEMA Reporting Regulations”), in case of indirect foreign investment, the Secretariat for
Industrial Assistance, Department for Promotion of Industry and Internal Trade shall be
notified within 30 days of such investment. Additionally, Form DI shall be filed with the RBI
within 30 days from the date of allotment of the equity instruments.
On April 27, 2020, Ministry of Finance notified the Foreign Exchange Management (Non-debt
Instruments) (Second Amendment) Rules, 2020 which states that any foreign investment by
or from an entity of any country which shares its land border with India (“Neighbouring
Country”) or where the beneficial owner of an investment into India is situated in, or is a
citizen of, any Neighbouring Country, can only be made with prior approval of the
Government. Further clarity is awaited from the Government/RBI on what would constitute
beneficial owner. The FDI Policy governing foreign investments in India is currently laid down
in the Consolidated FDI Policy Circular of 2020 bearing No. D/o IPP F. No. 5(2)/2020 effective
from October 15, 2020 issued by the DPIIT.
I. INVESTMENT ADVISER REGULATIONS
On January 21, 2013, SEBI notified the SEBI (Investment Advisers) Regulations, 2013
(“Investment Advisers Regulations”) that seek to provide a framework for registration and
regulation of investment advisers.
An ‘investment adviser’ has been defined to mean any person who, for consideration, is
engaged in the business of providing investment advice to clients or other persons or group of
persons and includes any person who holds himself out as an investment adviser, by
whatever name called. Any person acting as an investment adviser or who holds himself out
as an investment adviser needs to make an application for registration with SEBI and if such
registration is not granted must cease acting as an investment adviser.
‘Investment advice’ means advice relating to investing in, purchasing, selling or otherwise
dealing in securities or investment products, including financial planning for the benefit of the
client; except where such advice is disseminated through newspapers, magazines, any
electronic or broadcasting or telecommunications medium, which is widely available to the
public. SEBI on July 03, 2020 amended the Investment Advisers Regulations to include a new
definition of “assets under advice” which mean the aggregate net asset value of securities
and investment products for which the investment adviser has rendered investment advice
irrespective of whether the implementation services are provided by investment adviser or
concluded by the client directly or through other service providers.
The amendment to Investment Advisers Regulations dated July 03, 2020 amongst other
changes have brought in amendments that widened the scope of the regulations including
introduction of various definitions like “persons associated with advice”, “assets under advice”
etc.; segregation of advisory services from distribution services, provision for implementation
services to its advisory clients through direct schemes/products in the securities market. The
investment advisers, however, are not allowed to charge any implementation fees from the
client.
The Investment Advisers Regulations provide for certain exemptions including: (i) general
good faith comments relating to trends in the financial and securities market and not specific
to any particular securities/investment product; (ii) insurance agent/brokers and pension
advisors giving investment advice solely on insurance products and pension products,
respectively, and registered with the Insurance Regulatory and Development Authority and
Pension Fund Regulatory and Development Authority, respectively, for such activity; (iii) any
distributor of a mutual fund who is a member of a SEBI recognised self-regulatory
organisation or registered with an association of asset management companies of mutual
funds, providing investment advice incidental to its primary activity (iv) professionals such as
lawyers, chartered accountants etc.; (v) stock brokers/sub-brokers, portfolio managers and
merchant bankers registered with SEBI, subject to certain conditions as specified in the
Investment Advisers Regulations; (vi) any fund manager (by whatever name called) of a
mutual fund, AIF registered under the AIF Regulations or any other intermediary or entity
registered with SEBI; (vii) any person who provides investment advice exclusively to clients
based out of India (except to non-resident Indians and persons of Indian origin); (viii)
‘representatives’ and ‘partners’ (each as defined in the Investment Advisers Regulations) of
an investment adviser registered with SEBI; and (ix) any other person specified by SEBI.
The Investment Manager will not seek registration from SEBI under the Investment Advisers
Regulations as the Investment Manager expects to be exempted from the requirement to
register.
TAX CONSIDERATIONS
PROSPECTIVE INVESTORS SHOULD CONSIDER THE FOLLOWING SUMMARY OF CERTAIN
TAXATION ASPECTS AFFECTING THE FUND. PROSPECTIVE INVESTORS ARE ADVISED TO
INFORM THEMSELVES AS TO ANY INCOME OR OTHER TAX CONSEQUENCES WHICH ARE
RELEVANT TO THEIR PARTICULAR CIRCUMSTANCES IN CONNECTION WITH THE
ACQUISITION, HOLDING OR DISPOSITION OF THEIR RESPECTIVE INTERESTS IN THE FUND.
IN VIEW OF THE PARTICULARIZED NATURE OF TAX CONSEQUENCES, EACH PROSPECTIVE
INVESTOR IS ADVISED TO CONSULT ITS OWN TAX ADVISER WITH RESPECT TO THE
SPECIFIC TAX CONSEQUENCES ARISING DUE TO AN INVESTMENT IN THE SCHEME OF THE
FUND.
THE FOLLOWING SUMMARY IS BASED ON THE LAW AND PRACTICE OF THE INCOME TAX
ACT, 1961 (“ITA”), THE INCOME-TAX RULES, 1962 (“THE RULES”), AND VARIOUS
CIRCULARS AND NOTIFICATIONS ISSUED THEREUNDER FROM TIME TO TIME. THE ITA IS
AMENDED EVERY YEAR BY THE FINANCE ACT OF THE RELEVANT YEAR AND THIS
MEMORANDUM REFLECTS CHANGES TO THE DATE OF THIS SUMMARY. THE TAX RATES
SPECIFIED BELOW ARE FOR THE FINANCIAL YEAR 2021–2022 (ASSESSMENT YEAR 2022-
23) AS PROVIDED UNDER THE FINANCE ACT, 2021. THE RATES ARE INCLUSIVE OF
10 11
SURCHARGE AND HEALTH AND EDUCATION CESS (“CESS”) AND ARE STATED AT THE
10
Surcharge rates on income-tax :
 In case of domestic companies (other than covered under Section 115BAA and 115BAB of the ITA) having total income
exceeding INR 1 crore but not exceeding INR 10 Crore, surcharge of 7% on income tax is applicable. For total income
exceeding INR 10 crore, surcharge of 12% is applicable.
 In case of domestic companies covered under Section 115BAA and 115BAB of the ITA, surcharge of 10% on income tax
is applicable irrespective of taxable income.
 In case of foreign companies having total income INR 1 crore but not exceeding INR 10 crore, surcharge of 2% on income
tax is applicable and for total income exceeding INR 10 crore, surcharge of 5% is applicable.
 In case of firms having total income exceeding INR 1 Crore, surcharge of 12% is applicable.
 For other assessees (being individuals / Hindu Undivided Family (‘HUF’) / Association of Person (‘AOP’) / Body of
Individuals (‘BOI’) ), surcharge rate of 10% is applicable if the total income exceeds INR 50 lacs but not exceeding INR 1
crore. Further, for other assessees (being individual / HUF / AOP / BOI), a surcharge of 15% is applicable if the total
income exceeds INR 1 crore but not exceeding INR 2 crores, surcharge of 25% is applicable if the total income exceeds
INR 2 crore but not exceeding INR 5 crores and surcharge of 37% is applicable if the total income exceeds INR 5 crore.
o However, if the total income pertaining to such assessees comprises of dividend income or income referred to in
Section 111A or Section 112A or Section 115AD(1)(b) of the ITA, surcharge applicable on such income shall not
exceed 15%.
 Surcharge on Buy Back Tax (‘BBT’) shall be at the rate of 12%.
HIGHEST APPLICABLE SLABS, UNLESS SPECIFICALLY MENTIONED OTHERWISE. THIS
INFORMATION DOES NOT PURPORT TO BE A COMPLETE ANALYSIS OF ALL RELEVANT TAX
CONSIDERATIONS; NOR DOES IT PURPORT TO BE A COMPLETE DESCRIPTION OF ALL
POTENTIAL TAX COSTS, INCIDENCE AND RISKS INHERENT IN PURCHASING OR HOLDING
THE UNITS OF THE FUND. THE INFORMATION CONTAINED HEREIN IS BASED ON AN
INTERPRETATION OF THE PREVAILING TAX LEGISLATION AND COULD THEREFORE
CHANGE OR BE ADVERSELY AFFECTED IF ALTERNATIVE INTERPRETATIONS ARE
ADOPTED.
THERE CAN BE NO GUARANTEE THAT THE ABOVE POSITION REGARDING TAXATION OF

THE FUND / SCHEME OF THE FUND AND TAXATION OF INVESTORS OF THE FUND WOULD
BE NECESSARILY ACCEPTED BY THE INCOME-TAX AUTHORITIES UNDER THE ITA. WE
UNDERSTAND THAT THE INVESTORS OF THE FUND ARE RESDIENT AND NON-RESIDENT
INVESTORS (CORPORATE AND NON-CORPORATE). NO REPRESENTATION IS MADE EITHER
BY THE TRUSTEE OR THE INVESTMENT MANAGER OR ANY EMPLOYEE, DIRECTOR,
SHAREHOLDER OR AGENT OF THE INVESTMENT MANAGER WITH REGARD TO THE
ACCEPTABILITY OR OTHERWISE OF THE ABOVE POSITION REGARDING TAXATION OF THE
FUND AND TAXATION OF INVESTORS OF THE FUND BY THE INCOME TAX AUTHORITIES
UNDER THE ITA. PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR OWN TAX
ADVISERS IN THIS REGARD.
1. TAXATION OF THE FUND
The Trust is constituted as an irrevocable contributory determinate trust under the Indian Trusts Act,
1882. The Trust is proposed to be registered with SEBI as a Category II Alternate Investment Fund in
accordance with the SEBI (Alternate Investment Fund) Regulations, 2012. The Fund is a Scheme of
the Trust.
1.1. Relevant provisions of the ITA with respect to taxability of the Fund and its Investors
The ITA, vide Finance Act, 2015, has accorded tax pass through status to “Investment Funds” with
respect to an income (other than income chargeable under the head “Profits and Gains of Business”,
(‘business income’)) earned by such Investment Fund.
Investment Fund is defined under clause (a) of the Explanation 1 to Section 115UB of the ITA as any
fund established or incorporated in India in the form of a trust or a company or a limited liability
partnership (‘LLP’) or a body corporate which has been granted a certificate of registration as a
Category I or a Category II AIF and is regulated under the AIF Regulations or under the International
Financial Services Centres Authority Act, 2019.
As the Fund would be set-up as a scheme of the Trust to be registered as a Category II AIF under the
AIF Regulations, as per Section 10(23FBA) of the ITA, any income (including income earned from
investments in Indian investee entities (‘investee entities/ companies’) and income earned from
temporary investments) being other than business income earned by the Fund shall be exempt from
tax in the hands of the Fund and would be eligible for tax pass through i.e. such income shall be
chargeable to tax directly in the hands of the investors, except where the income of the Fund is
characterized as business income.
1.2. Withholding taxes with respect to income distributed by the Fund to Investors
11
Health and Education Cess (‘cess’) at the rate of 4% shall be leviable on aggregate of tax and surcharge the rates mentioned
in this tax chapter are inclusive of surcharge and cess unless mentioned otherwise.
Where any income other than business income is payable to the investors in respect of units of the
12
Fund, the Fund shall at the time of credit or at the time of payment, be responsible to
withhold tax.
The Fund would be required to deduct tax, on any income, with respect to which it is eligible for tax
pass through, at the time of credit or payment of such income in the name of the investors as follows
 for resident investors at the rate of 10%;and

13
 non-resident investors at the rates in force .
Further, as per the provisions of the ITA, where any income is credited to any account, whether called
"suspense account" or by any other name, in the books of account of the Fund, such credit shall be
deemed to be the income of the investors in respect of units of the Fund, and the Fund shall be
responsible to withhold tax at above rates, at the time of credit of such income. Further, the
beneficiary holding units of the Fund can apply for a Nil / lower withholding to ensure that the Fund
does not withhold tax or withholds tax at a lower rate.
Further where the any amount received by a non-resident is not chargeable to tax under the ITA then
there should be no deduction of tax in respect of such amount. As per the provisions of the ITA, in
case of taxability of non-resident investor (who is a tax resident of a country with which India has an
agreement for granting relief of tax, or as the case may be Double Taxation Avoidance Agreement
(‘Tax Treaty’)), the provisions of the ITA shall apply to the extent they are more beneficial. However,
this is subject to the condition that the non-resident investor holds a valid Tax Residency Certificate
(‘TRC’) and fulfils the eligibility requirements prescribed under the applicable Tax Treaty and furnishes
the details prescribed (including Form 10F).
In order to avail the benefits of Tax Treaty (subject to provisions of GAAR), (i) the non-resident
investors should qualify as a tax resident of its country of residence (ii) it should obtain a TRC; and (iii)
in case the TRC does not contain all the information prescribed under Rule 21AB of the ITA Rules
then the non-resident investors shall provide a self-declaration in Form 10F containing such
prescribed information which are not mentioned in the TRC.
1.3. Characterisation of income
Gains arising from the transfer of securities held in the companies may be treated either as “capital
gains” or as “business income” for tax purposes, depending upon whether such securities were held
as a capital asset or trading asset (i.e. stock-in-trade). Traditionally, the issue of characterization of
exit gains (whether taxable as “business income” or “capital gains”) has been a subject matter of
litigation with the Indian tax authorities. There have been judicial pronouncements on whether gains
from transactions in securities should be taxed as “business income” or as “capital gains”. However,
these pronouncements, while laying down certain guiding principles have largely been driven by the
facts and circumstances of each case. Also, the CBDT has provided guidance (vide its Instruction:
No. 1827, dated August 31, 1989 and Circular No. 4 of 2007, dated June 15, 2007) in respect of
characterisation of gains as either “business income” or “capital gains”. Following are the key
illustrative factors indicative of capital gains characterisation (not business income):
 Intention at the time of acquisition – capital appreciation
12
The income accruing or arising to, or received by, the Fund, during the previous year, if not paid or credited to the investors
shall be deemed to have been credited to the account of the investors on the last day of the previous year in the same
proportion in which such investors would have been entitled to receive the income had it been paid in the previous year.
13
Rates in force is defined under Section 2(37A) of the ITA which broadly reads as the rates provided in the applicable section,
or the Finance Act of the relevant year or the applicable Tax Treaty, as the case may be.
 Low transaction frequency
 Long period of holding
 Shown as investments in books of accounts (not stock in trade)
 Use of owned funds (as opposed to loan) for acquisition
 Main object in constitution document is to make investments
 Higher level of control over the investee company
No single criteria would be decisive to determine whether or not the Fund is in the business of making
investments. The characterisation would depend on the total effect of all criteria applicable to the facts
of the case. Therefore, in this regard, the characterisation of income of the Fund would need to be
evaluated every year, based on the facts existing in that year. Based on the Fund investment strategy
it is likely that the Fund intends to organize itself in a manner that it will comply with the conditions and
parameters mentioned in the CBDT circular and instructions. Accordingly, the income from sale of
securities in the investee companies should generally be categorized as capital gains. However, the
possibility of the tax authorities seeking to treat such income as business income cannot be ruled out.
Please note that with a view to reduce litigation and maintain consistency, the CBDT has issued
Circular No. 6 of 2016, dated February 29, 2016 providing that listed shares / securities held for more
than 12 months would be treated as capital gains unless the tax payer himself treats the same as
stock in trade; in other cases involving sale of listed shares / securities, the characterisation of income
would be decided on the basis of previous circulars and instructions issued by the CBDT on this
subject. The Circular also provides that a position once adopted by the taxpayer would not be allowed
to be changed and it would be applicable for the subsequent assessment years. It is however clarified
that the principles as outlined in the Circular shall not be applicable in cases where the genuineness
of the transaction itself is questionable. Furthermore, with respect to the characterisation of gains
arising on transfer of unlisted shares, the CBDT has issued an instruction dated May 2, 2016
providing that income from transfer of unlisted shares (for which no formal market exists for trading),
except in certain specified circumstances such as (i) the genuineness of transactions in unlisted
shares itself is questionable; or (ii) the transfer of unlisted shares is related to an issue pertaining to
lifting of corporate veil; or (iii) the transfer of unlisted shares is made along with the control and
management of underlying business., would be treated as 'Capital Gain' irrespective of period of
holding. Subsequently, the CBDT has clarified vide Clarification dated 24 January, 2017 that
exception (iii) would not apply in the case of Category I and II AIF, where-in the rationale provided
was that the investment by such AIFs are predominantly in unlisted shares of start-ups / ventures and
hence, some level of control and management is required to be exercised by such AIFs to safeguard
the interest of the investors.
Though the aforesaid circulars have been issued specifically in context of shares, arguably the
general guiding principle and factors prescribed in the circulars should be considered while
determining the nature of income from transfer of debt or debt like securities.
1.4. Taxation in the hands of investors - If the income of the Fund is characterized as
income under the head “Capital gains” or “Income from Other Sources”
The ITA provides that in case the income of the Fund is not characterised as “business income” then
the income of the Fund shall be exempt from tax in the hands of the Fund and shall be chargeable to
tax directly in the hands of the investors as under:
 The income shall be chargeable to tax in the hands of the investors in the same manner as if it
were the income accruing or arising to, or received by, investors had the investments, made by
the Fund, been made directly by the investors.
 The income paid or credited by the of the Fund shall be deemed to be of the same nature and in
the same proportion in the hands of the investors as if it had been received by, or had accrued or
arisen to, the Fund.
 The income accruing or arising to, or received by, the Fund, during the previous year, if not paid
or credited to the investors shall be deemed to have been credited to the account of the investors
on the last day of the previous year in the same proportion in which such investors would have
been entitled to receive the income had it been paid in the previous year.
 Once the income is included in the total income of the investors in a previous year, on account of
having been accrued or arisen in the said previous year, it shall not be included in the total
income of such person in the previous year in which such sum is actually paid to the beneficiary
(being the investors) by the Fund.
 Any loss in the above case at the Fund level shall be allowed to be passed through to the
investors, provided the units of the Fund are held for a period of twelve months or more.
1.5. Taxation in the hands of investors - If the income of the Fund is characterized as
“business income”
Where the income of the Fund is characterized as business income, such income will not be accorded
a pass through status. Accordingly, the Fund should be taxable in respect of such income at the
maximum marginal rate of tax i.e. 42.74% on a net basis.
In case of any loss at the Fund level under this head, the same would not be allowed to be passed
through to the investors but would be carried over at the Fund level to be set-off against income of the
next 8 years.
Further, the investors are not liable to tax on that portion of the income which is taxable as “business
income” in the hands of the Fund. Also, in such a case, the Fund is not required to withhold any taxes
at the time of credit or payment of such income to the investors.
2. TAXATION OF THE RESIDENT INVESTORS
The tax implications in the hands of resident investors on different income streams (other than
business income) are discussed below:
(a) Dividend from investee companies
As per ITA, dividend income is now taxed directly in the hands of investors under the head ‘Income
from other sources’ at the rates mentioned in the table below. Deduction of interest expense (if
available) should be allowed under Section 57 of ITA against such dividend income, with overall
capping of 20% of dividend income.
TAX RATES
NATURE OF
INCOME DOMESTIC
COMPANIES (Note FIRM INDIVIDUAL, HUF, AOP AND BOI ETC.
1)
INCOME
INCOME INCOME INCOME
INCOME EXCEED
EXCEED EXCEED EXCEED
EXCEE INCOME S INR 2 INCOME
S INR 1 S INR 50 S INR 1
DS INR EXCEED CRORE EXCEED
CRORE LACS CRORE
10 S INR 1 BUT S INR 5
BUT BUT BUT
CRORE CRORE NOT INR CRORES
NOT 10 NOT 1 NOT 2
S 5
CRORES CRORE CRORES
CRORES
% % % % % % %
Dividend income 34.94 33.38 34.94 34.32 35.88 35.88 35.88
Further, Section 80M of the ITA, in order, to remove the cascading effect of tax on dividend income
received by a domestic company from another domestic company, foreign company or business trust
forming part of its gross total income, where the recipient company pays further dividend to its
shareholders on or before the due date i.e. the date one month prior to the date of furnishing the
return of income under sub-section (1) of Section 139 of ITA. The deduction in respect of dividend
income shall be limited to the extent of dividend distributed by the recipient company. Further, once
deduction in respect of such dividend income is allowed in any previous year, no deduction shall be
allowed in respect of such amount in any other previous year.
Note 1
As per ITA, the tax rate of 25% for Financial Year 2020-21 (other than where income is subject to tax
at a specified rate) is applicable in case of domestic companies having total turnover or gross receipts
not exceeding INR 400 crores in the Financial Year 2018-19 (Assessment Year 2019-20). Further the
surcharge as generally applicable to a domestic company, continues to apply. The tax rate to that
effect shall be modified. Such reduced tax rate for Financial Year 2021-22, as per the Finance Act,
2021 is also applicable in case of domestic companies having total turnover or gross receipts not
exceeding INR 400 crores in the Financial Year 2019-20 (Assessment Year 2020-21).
Further, as per the Taxation Laws (Amendment) Act 2019, the tax rates for domestic companies have
been further rationalised. For domestic manufacturing companies, the effective tax rate (other than
where income is subject to tax at specified rate) shall be 17.16% and for domestic companies other
than manufacturing companies, the rate shall be 25.17%. Please note that the availability of the
reduced rate is subject to prescribed conditions. The said tax rates are inclusive of Surcharge at the
rate of 10% and Health and Education cess at the rate of 4%.
As per Section 115BAC of the ITA, individuals and HUFs will have an option to pay tax on their total
income at reduced tax rates. The income would however have to be computed without claiming
prescribed deductions or exemptions.
(b) Interest from investee companies
Interest income earned by Category II AIF (not characterized as business income) should be subject
to tax in the hands of the resident investors at the rates mentioned below. Further deduction for
expenses incurred for realizing / earning such interest income may be allowed under section 57 of the
ITA:
NATURE TAX RATES

OF
DOMESTIC
INCOME
COMPANIES (Note FIRM INDIVIDUAL, HUF, AOP AND BOI ETC.
1)
INCOME
EXCEED
INCOME EXCEED EXCEED EXCEED
INCOME S INR 2 INCOME
EXCEED S INR 1 S INR 50 S INR 1
EXCEED CRORE EXCEED
S INR 10 CRORE LACS CRORE
S INR 1 BUT S INR 5
CRORE BUT BUT BUT
CRORE NOT INR CRORES
S NOT 10 NOT 1 NOT 2
5
CRORES CRORE CRORES
CRORES
% % % % % % %
Interest
income 34.94 33.38 34.94 34.32 35.88 39.00 42.74
Note 1:
As per ITA, the tax rate of 25% (other than where income is subject to tax at a specified rate) is
applicable in case of domestic companies having total turnover or gross receipts not exceeding INR
400 crores in the Financial Year 2018-19 (Assessment Year 2019-20). Further the surcharge as
generally applicable to a domestic company, continues to apply. The tax rate to that effect shall be
modified. Such reduced tax rate for Financial Year 2021-22, as per the Finance Act, 2021 is also
400 crores in the Financial Year 2019-20 (Assessment Year 2020-21).
As per section 115BAC of the ITA, individuals and HUFs will have an option to pay tax on their total
(c) Capital gains arising on transfer of securities
As stated earlier, the character of income in the hands of the investors would be derived from the
character of income earned by the Fund. Where the gains derived by the Fund on transfer of
securities is characterised as capital gains, the consequent tax implications are discussed below.
As per Section 45 of the ITA, any profits or gains arising from the transfer of capital assets are
chargeable to tax under the head ‘capital gains’. Section 48 of the ITA provides that income
chargeable as capital gains is computed by reduction from the full value of the consideration received
14
or accrued for the transfer and the cost of acquisition / indexed cost of acquisition (as applicable) of
such asset plus expenditure in relation to such transfer.
Under the ITA, capital gains will be taxable in the hands of the investors depending on the nature of
securities and the period of holding.
Depending on the period for which the securities are held, the gains would be taxable as short-term or
long-term capital gains (‘STCG’ or ‘LTCG’ respectively). The period of holding of the asset is
computed from the date of acquisition to the date of transfer.
TYPE OF INSTRUMENT PERIOD OF HOLDING NATURE OF INCOME
Listed securities (other than More than 12 months Long-term capital asset
units), units of equity oriented
mutual fund or a zero-coupon
12 months or less Short-term capital asset
bond
Shares of a company (other More than 24 months Long-term capital asset

than shares listed on a
recognized stock exchange in
India) 24 months or less Short-term capital asset
More than 36 months Long-term capital asset

Other securities
36 months or less Short-term capital asset
Capital gains should be taxed in the hands of the resident beneficiaries as per the ITA as under:
TAX RATES
NATURE OF
INCOME DOMESTIC
INDIVIDUAL, HUF, AOP AND BOI ETC.
COMPANIES FIRM
(Refer Note 4)
(Refer Note 1)
INCOM
INCOM INCOM
E
E E
INCOM EXCEE INCOM
EXCEE INCOME EXCEE
E DS INR E
DS INR INCOME EXCEED DS INR
EXCEE 2 EXCEE
1 EXCEED S INR 50 1
DS INR CRORE DS INR
CRORE S INR 1 LACS CRORE
10 BUT 5
BUT CRORE BUT NOT BUT
CRORE NOT CRORE
NOT 10 1 CRORE NOT 2
S INR 5 S)
CRORE CRORE
CRORE
S S)
S)
% % % % % % %
STCG on 17.47 16.69 17.47 17.16 17.94 17.94 17.94

transfer of
(i) listed equity (without (without (without (without (without (without (without
shares on a indexati indexati indexation indexation indexati indexati indexati
14
As per the Finance Act, 2017, the base year for claiming indexation benefit (i.e. inflation adjustment to cost of an asset) is
shifted from 1 April 1981 to 1 April 2001.
recognised on) on) ) ) on) on) on)
stock exchange,
(ii) to be listed
equity shares
sold through
offer for sale or
(iii) units of
equity oriented
mutual fund and
on which STT
has been paid
34.94 33.38 34.94 34.32 35.88 39.00 42.74
Other STCG (without (without (without (without (without (without (without

indexati indexati indexation indexation indexati indexati indexati
on) on) ) ) on) on) on)
LTCG on
transfer of
(i) listed equity 11.65 11.13 11.65 11.44 11.96 11.96 11.96
shares on a
recognised
stock exchange,
(ii) to be listed
equity shares
sold through
offer for sale or (without (without (without (without (without (without (without
(iii) units of indexati indexati indexation indexation indexati indexati indexati
equity oriented on) on) ) ) on) on) on)
mutual fund and
on which STT
has been paid
(Refer Note 2)
11.65 11.13 11.65 11.44 11.96 13 14.25
(without (without (without (without (without (without (without

LTCG on indexati indexati indexation indexation indexati indexati indexati
transfer of listed on) on) ) ) on) on) on)
bonds or listed
debentures
(Refer (Refer
(Refer (Refer (Refer (Refer (Refer
to Note to Note
Note 3) Note 3) Note 3) Note 3) Note 3)
3) 3)
LTCG on 11.65 11.13 11.65 11.44 11.96 13 14.25

transfer of listed
securities (other
than units of
mutual funds, (without (without (without (without (without (without (without
listed bonds and indexati indexati indexation indexation indexati indexati indexati
listed on) or on) or ) or ) or on) or on) or on) or
debentures) and
on which STT 23.30 22.26 23.30 22.88 23.92 26 28.50
has not been
paid (with (with (with (with (with (with (with
on), on), ), ), on), on), on),
whichev whichev whichever whichever whichev whichev whichev
er is er is is lower is lower er is er is er is
lower lower lower lower lower
LTCG on
transfer of units 23.30 22.26 23.30 22.88 23.92 26 28.50
of mutual fund
(listed or
unlisted) other
than equity
oriented fund (with (with (with (with (with (with (with
LTCG on 23.30 22.26 23.30 22.88 23.92 26 28.50

transfer of
unlisted bonds
or unlisted
debentures
(without (without (without (without (without (without (without
LTCG on
transfer of
unlisted
securities (other
23.30 22.26 23.30 22.88 23.92 26 28.50
than unlisted
bonds and
unlisted
debentures)
(with (with (with (with (with (with (with

indexati indexati indexation indexatio indexati indexati indexati
on) on) ) n) on) on) on)
Notes:
1. As per ITA, the tax rate of 25% (other than where income is subject to tax at a specified rate)
is applicable in case of domestic companies having total turnover or gross receipts not
exceeding INR 400 crores in the Financial Year 2018-19 (Assessment Year 2019-20). Further
the surcharge as generally applicable to a domestic company continues to apply. The tax
rate to that effect shall be modified. Such reduced tax rate for Financial Year 2021-22, as per
the Finance Act, 2021 is also applicable in case of domestic companies having total turnover
or gross receipts not exceeding INR 400 crores in the Financial Year 2019-20 (Assessment
Year 2020-21).
Further, as per the Taxation Laws (Amendment) Act 2019, the tax rates for domestic
companies have been further rationalised. For domestic manufacturing companies, the
effective tax rate (other than where income is subject to tax at specified rate) shall be 17.16%
and for domestic companies other than manufacturing companies, the rate shall be 25.17%.
Please note that the availability of the reduced rate is subject to prescribed conditions. The
said tax rates are inclusive of Surcharge at the rate of 10% and Health and Education cess at
the rate of 4%.
2. The Finance Act 2018 withdrew exemption from tax on LTCG arising on transfer of listed
equity shares, units of equity oriented mutual fund and units of business trust w.e.f. 1 April
2018. The LTCG above INR 1 lakh on following transfers shall be taxable at 10% (plus
surcharge and cess):

#
listed equity shares (STT paid on acquisition and transfer)
 units of equity oriented mutual fund (STT paid on transfer); and
 units of business trust (STT paid on transfer)
The gains shall not be computed in foreign currency and cost inflation index shall not be available on
such gains.
# 15
The CBDT has issued a notification providing certain specified transaction on which condition of
paying STT at time of acquisition shall not apply for applying tax rate of 10%.
3. The concessional tax rate of 10% (plus applicable surcharge and cess) is based on judicial
precedents. The Indian tax authorities may seek to apply a higher rate of 20% (plus
applicable surcharge and cess) without indexation on LTCG arising on sale of listed bonds
and debentures.
4. The Finance Act, 2020, has inserted a new Section 115BAC in the ITA. As per the said
Section, individuals and HUFs will have an option to pay tax on their total income at reduced
tax rates. The income would however have to be computed without claiming prescribed
deductions or exemptions.
5. As per Section 50CA of ITA, introduced by Finance Act, 2017, if there is a transfer of
unquoted shares of a company at a value lesser than the fair market value, then the fair
market value would be deemed to be the full value of sale consideration for computing the
capital gains for such unquoted shares. The CBDT vide notification dated July 12, 2017 (with
effect from April 1, 2017) has issued rules for computation of FMV for the purpose of section
50CA of the ITA. Where the actual sales consideration is disregarded and the fair market
value, as computed under section 50CA read with the rules is considered for the purpose of
determination of capital gains, the investors or the Fund may be taxable on an amount that
may be greater than gains actually realised. The taxability of such gains would be as
discussed above.
The Finance (No. 2) Act, 2019 provides that the above provision shall not apply to any
consideration received / accruing on transfer from such class of persons and subject to
fulfilment of prescribed conditions.
16
(d) Taxation with respect to transfer of units of the Fund
15
Notification No. 60/2018
16
The Finance Act, 2021 has amended the definition ‘securities’ under section 2(h) of the Securities Contracts (Regulations)
Act, 1956 (‘SCRA’) to clarify that units, debt instruments or any other instruments issued by any pooled investment vehicle
should be regarded as securities.The expression ‘pooled investment vehicle’ has also been defined to mean a fund established
in India in the form of a trust or otherwise, such as mutual fund, alternative investment fund, collective investment scheme or a
business trust as defined in sub-section (13A) of section 2 of the Income-tax Act, 1961 and registered with the Securities and
In case the units of the Fund qualify as capital assets in the hands of the investors, any profits
or gains arising from the transfer of such units of the Fund (otherwise than by redemption by
the Fund) shall be chargeable to income-tax under the head ‘capital gains’ under Section 45
of the ITA. Further, the gains shall be calculated by reducing the cost of acquisition of the unit
and the expenditure in relation to such transfer from full value of the consideration received
17
on account of such transfer. Indexation should be available in case where the capital asset
is a long-term capital asset.
The gains should be taxable as STCG if the units are held for a period of 36 months or less
immediately preceding the date of transfer. The gains should be taxable as LTCG if the units
are held for a period of more than 36 months immediately preceding the date of transfer.
TAX RATES
NATURE OF
INCOME DOMESTIC INDIVIDUAL, HUF, AOP AND BOI ETC.
FIRM
COMPANIES
INCOM INCOME INCOME

INCOME
E EXCEED INCOME EXCEEDS
INCOME EXCEEDS INCOME
EXCEE S INR 1 EXCEEDS INR INR 2
EXCEED INR 50 EXCEEDS
DS INR CRORE 1 CRORE BUT CRORE
S INR 1 LACS BUT INR 5
10 BUT NOT 2 BUT NOT
CRORE NOT 1 CRORES)
CRORE NOT 10 CRORES) INR 5
CRORE
S CRORES CRORES)
% % % % % % %
STCG 34.94 33. 38 34. 94 34.32 35.88 39.00 42.74
LTCG 23.30
22. 26 23. 30 22.88 26.00 28.50
23. 92
(with
(with (with (with (with (with
indexati (with indexation
indexatio indexatio indexation indexation indexation
on benefit)
n benefit) n benefit) benefit) benefit) benefit)
benefit)
As per ITA, the tax rate of 25% (other than where income is subject to tax at a specified rate) is
generally applicable to a domestic company continues to apply. The tax rate to that effect shall be
Exchange Board of India, or such other fund, which raises or collects monies from investors and invests such funds in
accordance with such regulations as may be made by the Securities and Exchange Board of India in this behalf.
17
As per the Finance Act, 2017, the base year for claiming indexation benefit (i.e. inflation adjustment to cost of an asset) is
shifted from 1 April 1981 to 1 April 2001
As per Section 115BAC of the ITA, individuals and HUFs will have an option to pay tax on their total
(e) Redemption premium
There are no specific provisions under the ITA, with regard to the characterization of the premium
received on redemption of debentures. Considering the fact that the securities are held as a capital
asset, premium on redemption of securities can either be treated as “interest” or as “capital gains”.
The characterisation of premium on redemption of securities as interest or capital gains has to be
decided based on factors surrounding the relevant case. Taxability of “interest” and “capital gains” in
the hands of the investors is provided in earlier paragraphs.
(f) Gains arising on buyback of shares by company
Gains arising on buy back of shares shall be exempt in the hands of investors. However, a BBT at the
rate of 23.30% is payable by an Indian company on distribution of income by way of buy-back of its
shares if the buyback is in accordance with the provisions of the Companies Act, 2013. Such
distribution tax is payable on the difference between consideration paid by such Indian company for
the purchase of its own shares and the amount that was received by the Indian investee company at
the time of issue of such shares, determined in the manner prescribed.
(g) Share of profits from an LLP / partnership firm
The share of a partner in the total income of an LLP / partnership firm, would be exempt from tax in
the hands of such partner on the basis that the firm is assessed as such. Accordingly, such share of
profits from an LLP / partnership firm on a tax pass through basis should be exempt from tax in the
hands of the investors of the Fund.
(h) Transfer of partnership interests in LLP / partnership firm
Any profit arising on transfer of partnership interest in an LLP / partnership firm by the Fund could be
characterised as “capital gains” or “business income” in the hands of the partner, depending on facts
and circumstances of each case. Partnership interest in an LLP/partnership firm shall be deemed to
be a long-term capital asset in case such interest was held by the Fund for more than 36 months,
immediately preceding the date of transfer of such partnership interest. Further, indexation benefit
should be available on transfer of partnership interest being long term capital asset. In case such
gains are characterised as capital gains, the tax rates mentioned above will be applicable. In case
such gains are characterized as business income, the same would be taxable at MMR at Fund level
and exempt in the hands of investors.
Section 45(4) of the ITA governs taxability in context of the LLP / partnership firm in the event of
dissolution or otherwise (includes retirement of partner). Any profits or gains arising from the transfer
of a capital asset by way of distribution of capital assets on the dissolution of a firm or otherwise, shall
be chargeable to tax as the income of the LLP / Partnership firm.
The Finance Act, 2021 propose to provide that in a case where a partner receives during the previous
year any capital asset at the time of dissolution or reconstitution of the firm and the capital asset
represents the balance in the capital account of the partner in the books of the firm, in such situation,
the profit and gains arising from the distribution of such capital asset to the partner shall be
chargeable to tax as income of the LLP / partnership firm under the head Capital Gains. The income
shall be chargeable to tax in the hands of the firm in the year in which the capital asset is received by
the partner. The provision also prescribes the method / basis of computing the taxable gains.
Further, a new section 45(4A) is introduced under the ITA to provide that in a case where a partner
receives any money or other asset in excess of its capital account, the profits or gains arising from
receipt of such money or other assets by the partner shall be chargeable to income-tax as income of
the firm under the head capital gains. The provision also prescribes the method / basis of computing
the taxable gains.
(i) Capital Gains tax implications on conversion of debentures into shares
The Fund would invest in debt securities / debentures of Indian investee companies which may
convert into shares of the company at a later date. Conversion of such debt securities / debentures of
a company into shares of that company is not regarded as a transfer under the ITA. Hence, no capital
gains would arise in the hands of the beneficiaries on conversion of convertible debentures of a
company into equity shares. At the time of transfer of the converted equity shares, the cost of
acquisition of a convertible debenture would be deemed to be the cost of acquisition of such equity
shares. Further, the holding period prior to conversion shall be included in the period of holding of the
equity shares issued pursuant to conversion.
(j) Capital Gains tax implications on conversion of preference shares into equity shares
The conversion of preference shares of a company into equity shares of that company would not
regarded as a transfer. In such an event, no capital gains would arise in the hands of the beneficiaries
on conversion of preference shares of a company into equity shares. At the time of transfer of the
converted equity shares, the cost of acquisition of a convertible preference would be deemed to be
the cost of acquisition of such equity shares. Further, the holding period of the equity shares would
commence from the date of acquisition of such convertible preference shares.
(k) Deemed Sale Consideration on sale of unquoted shares
As per Section 50CA of ITA, if there is a transfer of unquoted shares of a company at a value lesser
than the fair market value (‘FMV’), then the FMV would be deemed to be the full value of sale
consideration for computing the capital gains for such unquoted shares. The CBDT has provided rules
for computation of FMV for Section 50CA of the ITA. The taxability of such gains would be as
discussed above in para 2.1. (c).
As per the Finance (No.2) Act, 2019, the above provision shall not apply to any consideration
received / accruing on transfer from such class of persons and subject to fulfilment of conditions as
prescribed in Rule 11UAD of the Rules.
(l) Deemed income on investment in shares/ securities of Companies or units of AIF
The Fund may acquire shares / securities of a company for a consideration which is lower than the
FMV or without consideration.
In this regard, where any person receives from any other person after April 1, 2017 any sum of money
18
or any property including shares or securities without consideration or for a consideration which is
18
The Finance Act, 2021 has amended the definition ‘securities’ under section 2(h) of the SCRA to clarify that units, debt
instruments or any other instruments issued by any pooled investment vehicle should be regarded as securities.The expression
‘pooled investment vehicle’ has also been defined to mean a fund established in India in the form of a trust or otherwise, such
as mutual fund, alternative investment fund, collective investment scheme or a business trust as defined in sub-section (13A) of
section 2 of the Income-tax Act, 1961 and registered with the Securities and Exchange Board of India, or such other fund,
which raises or collects monies from investors and invests such funds in accordance with such regulations as may be made by
the Securities and Exchange Board of India in this behalf.
lower than the FMV by more than INR 50,000, the shortfall in consideration is taxable in the hands of
the acquirer as Income from Other Sources (“Other Income”).
As discussed above, (income other than business income) is exempt from tax in the hands of the
Fund. And consequently, chargeable to tax in the hands of the investors. Accordingly, such other
income shall be directly taxable in the hands of the investors.
The rules for determining the FMV of shares have been prescribed under the IT Rules. As per the IT
Rules, the FMV of unlisted equity shares would be based on the book value of assets and liabilities
subject to prescribed adjustments, whereas, the FMV of all other shares and securities (other than
equity shares) would be based on the market value of such shares and securities as may be certified
by a merchant banker.
The Finance (No.2) Act, 2019 has provided that the above provision shall not apply to any sum of
money or any property received from such class of persons and subject to fulfilment of conditions as
prescribed in Rule 11UAC of the Rules.
TAX RATES
DOMESTIC INDIVIDUAL, HUF, AOP AND BOI ETC.

FIRM
COMPANIES
NATURE INCOME
OF INCOM INCOME
INCOME INCOME EXCEED
INCOME E EXCEED
INCOME EXCEEDS EXCEEDS S INR 2
EXCEE S INR 1
EXCEED INR 50 INR 1 CRORE INCOME EXCEEDS
DS INR CRORE
S INR 1 LACS BUT CRORE BUT INR 5 CRORES
10 BUT
CRORE NOT 1 BUT NOT 2 NOT INR
CRORE NOT 10
CRORE CRORES 5
S CRORES
CRORES
% % % % % % %
Other
34.94 33. 38 34. 94 34.32 35.88 39.00 42.74
Income
As per ITA 2020, the tax rate of 25% (other than where income is subject to tax at a specified rate) is
generally applicable to a domestic company, continues to apply. The tax rate to that effect shall be
rate of 10% and Health and Education cess at the rate of 4% applied on 22% rate as per the
provisions.
As per Section 115BAC of the ITA individuals and HUFs will have an option to pay tax on their total
(m) Shares subscribed at premium
The ITA provides that where the Indian resident investor subscribes to the shares of a closely-held
Indian Investee Company at a premium and the issue price received by such Investee Company
exceeds the FMV of such shares, the difference between the total issue price and FMV of such
shares would be considered as Other income and taxable in the hands of the company Investee
Company.
The FMV of unquoted equity shares, for the above purposes has to be determined based on either
the book value of assets and liabilities or the Discounted Free Cash Flow method, at the option of the
assessee.
Having said this, Finance (No.2) Act, 2019 exempts the Indian Investee Company from the aforesaid
taxation if the consideration for issue of shares is received by a venture capital undertaking from a
specified fund (inter alia being a Category II AIF).
(n) Minimum Alternate Tax (“MAT”) / Alternate Minimum Tax (“AMT”)
MAT
The ITA provides for levy of MAT on corporates and is calculated at the rate of 15% (plus applicable
surcharge and cess). An investor being a domestic company may be taxed under the MAT provisions
on its share of income from the Fund if tax computed under MAT provisions is higher than the tax
amount calculated under the normal provisions of the ITA. Further, the MAT credit to be allowed to be
carried forward up to 15 assessment years. The Finance Act, 2017, has introduced the framework for
computation of book profit for Ind AS compliant companies in the year of adoption and thereafter.
In case where the domestic company opts to be taxed as per the rates and manner prescribed under
Section 115BAA and 115BAB of the ITA (discussed in para above), then MAT provisions shall not be
applicable to such domestic company.
AMT
The ITA provides for levy on AMT on assessees other than corporates and is calculated at the rate of
18.5% (plus surcharge and cess). AMT provisions apply to a person who has claimed any deduction
under Chapter VI-A of the ITA or under Section 10AA or 35AD of the ITA. The specified investor may
be taxed under the AMT provisions on its share of income from the Fund if tax computed under AMT
provisions is higher than the tax amount calculated under the normal provisions of the ITA. Further,
the AMT credit to be allowed to be carried forward up to 15 assessment years.]
3. TAXATION OF THE NON-RESIDENT INVESTORS
Non-resident investors will be subject to taxation in India, only if:
 they are regarded as tax resident of India under the provisions of the ITA; or
 they derive Indian source income through a permanent establishment or a business connection in
India or receive income, including accrued income, in India or transfers a capital asset situated in
India or has any other income which accrues or arises or is deemed to accrue or arise in India.
As per Section 6 of the ITA, a foreign company will be treated as a tax resident in India if its place of
effective management (“POEM”) is in India in that year. POEM has been defined to mean a place
where key management and commercial decisions that are necessary for the conduct of the business
of an entity as a whole are, in substance made.
The CBDT had vide its Circular dated 24 January 2017 issued guiding principles for determination of
POEM of a company (“POEM Guidelines”). The POEM guidelines lay down emphasis on POEM
concept being “substance over form” and further provide that place where the management decisions
are taken would be more important than the place where the decisions are implemented for
determining POEM. Further, the CBDT had vide its Circular dated 23 February 2017 clarified that
existing provisions of Section 6(3)(ii) of the ITA shall not apply to a company having turnover or gross
receipts of Rs. 50 crores or less in a financial year.
The taxation of non-resident investors is governed by the provisions of the ITA, read with the
19
provisions of the Tax Treaty between India and the country of residence of such non-resident
investors and Multilateral Convention to implement Tax Treaty related measures to prevent Base
Erosion and Profit Shifting (‘MLI’), if applicable. As per Section 90(2) of the ITA, the provisions of the
ITA would apply to the extent they are more beneficial than the provisions of the Tax Treaty (subject
to General Anti Avoidance Rules (“GAAR”) provisions discussed below). Accordingly, availability of
Tax Treaty benefits should be a relevant factor in determining the Indian tax consequences in respect
of such income in the hands of non-resident investors. However, no assurance can be provided that
the Tax Treaty benefits will be available to non-resident investors or the terms of the Tax Treaty will
not be subject to amendment or reinterpretation in the future.
The taxability of such income of the non-resident investors, in the absence of Tax Treaty benefits,
would be as per the provisions of the ITA. Also, the taxability of the income of the non-resident
investors, from a country with which India has no Tax Treaty, would be as per the provisions of the
ITA. Also, in such cases surcharge shall be applicable.
In order to avail the benefits of Tax Treaty (subject to provisions of GAAR), (i) the non-resident
investors should qualify as a tax resident of its country of residence (ii) it should obtain a TRC; and (iii)
in case the TRC does not contain all the information prescribed under Rule 21AB of the ITA Rules
20
then the non-resident investors shall provide a self-declaration in Form 10F containing such
prescribed information which are not mentioned in the TRC.
The Indian income-tax implications under the ITA (subject to (i) availability of Treaty benefits; and (ii)
income is not characterized as business income in the hands of the Fund) in the hands of the non-
resident investors are discussed as follows:
(a) Dividend income
As per the ITA, dividend income is now taxed directly in the hands of investors under the head
‘Income from other sources’ at the rates mentioned in the table below. Deduction of interest expense
(if available) should be allowed under Section 57 of ITA against such dividend income, with overall
capping of 20% of dividend income:
NATURE TAX RATES
19
As per the Finance Act, 2017, the terms defined in the tax treaties are to be addressed by honoring the meaning given there-
in and in case terms are not defined in tax treaties, their meaning will be as per the ITA or any explanation issued there-in.
20
Rule 21AB of the Rules provides that the following particulars should be provided in Form 10F, such as i) Status of the
assessee (whether individual, company etc.); ii) Permanent Account Number (‘PAN’) of assessee if allotted iii) Nationality (in
case of individual) / Country of incorporation (in case of others); iv) Tax identification number; v) Period for which the residential
status mentioned in TRC is applicable; and vi) Address of the assessee. However, if TRC contains all this particulars, Form 10F
may not be furnished by the non-resident.
OF
FOREIGN
INCOME FIRM INDIVIDUAL, HUF, AOP AND BOI ETC.
COMPANIES
INCOME
EXCEED
INCOME EXCEED EXCEED EXCEED
INCOME S INR 2 INCOME
EXCEED S INR 1 S INR 50 S INR 1
EXCEED CRORE EXCEED
S INR 10 CRORE LACS CRORE
S INR 1 BUT S INR 5
CRORE BUT BUT BUT
CRORE NOT INR CRORES
S NOT 10 NOT 1 NOT 2
5
CRORES CRORE CRORES
CRORES
% % % % % % %
Dividend
Income 21.84 21.22 23.30 22.88 23.92 23.92 23.92
The provisions of the ITA would apply to the extent they are more beneficial than the provisions of the
Tax Treaty between India and the country of residence of the non-resident investors on the basis that
such non-resident investors are eligible to be governed by the Tax Treaty.
(b) Interest income
NATURE TAX RATES

OF
INCOME FOREIGN COMPANIES FIRM INDIVIDUAL, HUF, AOP AND BOI ETC.
INCOM
INCOM E
INCOME
INCOME E EXCEE
EXCEED
EXCEEDS EXCEE DS INR
INCOME INCOME S INR 1 INCOME
INR 1 DS INR 2
EXCEEDS EXCEED CRORE EXCEEDS
CRORE 50 CRORE
INR 10 S INR 1 BUT NOT INR 5
BUT NOT LACS BUT
CRORES CRORE 2 CRORES)
10 BUT NOT
CRORES
CRORES NOT 1 INR 5
)
CRORE CRORE
S)
% % % % % % %
Interest
income on
borrowing 43.68 42.43 34.95 34.32 35.88 39 42.74
s in Indian
currency
Note: The provisions of the ITA would apply to the extent they are more beneficial than the provisions
of the Tax Treaty between India and the country of residence of the non-resident investors on the
basis that such non-resident investors is eligible to be governed by the Tax Treaty.
Further deduction for expenses incurred for realizing / earning such interest income may be allowed
under section 57 of the ITA.
(c) Capital gains arising on transfer of shares and securities
As discussed above, depending on the period for which the securities are held, the gains would be
regarded as LTCG or STCG. The tax rate depending upon the nature of the security and the period of
holding has been mentioned below:
TAX RATES (REFER NOTE 4)
FOREIGN INDIVIDUAL, HUF, AOP AND BOI

FIRM
COMPANIES ETC. ( REFER NOTE 5)
INCO
INCO INCO
NATURE OF INCOME ME
ME ME
(REFER NOTE 1) INCOM INCOME INCO EXCE INCO
EXCE EXCE
E EXCEED ME EDS ME
EDS EDS
EXCEE S INR 1 EXCE INR 2 EXCE
INR 50 INR 1
DS INR CRORE EDS CROR EDS
LACS CROR
10 BUT NOT INR 1 E BUT INR 5
BUT E BUT
CRORE 10 CROR NOT CROR
NOT 1 NOT 2
S CRORES E INR 5 ES)
CROR CROR
CROR
E ES)
ES)
% % % % % % %
STCG on transfer of
(i) listed equity shares
through the recognised
stock exchange, (ii) to be 17.47 17.16 17.94 17.94 17.94
16.38 15.91
listed equity shares sold
(witho (witho (witho (witho (witho
through offer for sale or (without (without
ut ut ut ut ut
(iii) units of equity indexati indexation
indexa indexa indexa indexa indexa
oriented mutual fund, and on) )
tion) tion) tion) tion) tion)
on which STT has been
paid
Other STCG 34.94 34.32 35.88 39.00 42.74

43.68 42.43
(witho (witho (witho (witho (witho
(without (without
ut ut ut ut ut
indexati indexation
indexa indexa indexa indexa indexa
on) )
tion) tion) tion) tion) tion)
LTCG on transfer of 11.96 11.96

11.65 11.44 11.96
(i) listed equity shares
10.92 10.61 (witho (witho
through the recognised (witho (witho (witho
ut ut
stock exchange, (ii) to be (without (without ut ut ut
indexa indexa
listed equity shares sold indexati indexation indexa indexa indexa
tion) tion)
through offer for sale or on) ) tion) tion) tion)
(iii) units of equity (Refer (Refer
(Refer (Refer (Refer (Refer (Refer
oriented mutual fund and to to
Note 2) Note 2) Note Note Note
on which STT has been Note Note
2) 2) 2)
paid 2) 2)
LTCG on transfer of listed 10.92 10.61 11.65 11.44 11.96 13.00 14.25
bonds / listed debentures (witho
or other listed securities (without (without ut (witho (witho
(other than units of mutual indexati indexation (witho (witho indexa ut ut
fund) on which STT has on) ) ut ut tion) indexa indexa
not been paid indexa indexa tion) tion)
(Refer (Refer (Refer
tion) tion)
Note 3) Note 3) Note (Refer (Refer
(Refer (Refer 3) to to
Note Note Note Note
3) 3) 3) 3)
LTCG on transfer of units

of mutual fund (listed or 21.22 23.30 22.88 23.92 26.00 28.50
21.84
unlisted) other than equity (with (with (with (with (with (with
oriented fund (with indexation indexa indexa indexa indexa indexa
indexati ) tion) tion) tion) tion) tion)
on)
LTCG on transfer of 13.00

unlisted securities 11.65 11.44 11.96
10.92 10.61 (witho 14.25
(including securities of a (witho (witho (witho
(without (without ut
private company) ut ut ut (witho
indexati indexation indexa
indexa indexa indexa ut
on) ) tion)
tion) tion) tion) indexa
tion)
Notes:
1. The Indian tax authorities may not permit foreign exchange adjustments for computing capital
gains taxable in the hands of non-resident investors on a pass through basis.
2. The Finance Act 2018 has withdrawn exemption from tax on LTCG arising on transfer of listed
equity shares, units of equity oriented mutual fund and units of business trust w.e.f. 1 April 2018.
The LTCG above INR 1 lakh on following transfers shall be taxable at 10% (plus surcharge and
cess):

#
listed equity shares (STT paid on acquisition and transfer)
 units of equity oriented mutual fund (STT paid on transfer); and
 units of business trust (STT paid on transfer)

# 21
The CBDT has issued a notification providing certain specified transaction on which condition of
paying STT at time of acquisition shall not apply for applying tax rate of 10%
3. Based on judicial precedents, non-residents may avail the concessional tax rate (as mentioned
above). However, the possibility of Indian Tax Authorities disregarding the said position and
applying a tax rate of 20% (plus applicable surcharge and cess) cannot be ruled out.
4. However, the non-resident shall be entitled to the beneficial provisions of the Tax Treaty, if any,
subject to providing a valid TRC / Form 10F and claim a lower taxability of such income subject to
fulfilment of the relevant conditions under the applicable Tax Treaty.
5. Non-resident India investors are entitled to be governed by the special tax provisions under
Chapter XII-A of the ITA and if such investors opt to be governed by these provisions, the same
needs to be evaluated separately on a case-to-case basis
21
Notification No. 60/2018
22
(d) Taxation with respect to transfer of units of the Fund
Please refer Paragraph 2 (d) above for tax implications with respect to transfer of units of the Fund.
The income-tax implications on transfer of units in the hands of the non-resident investors shall be as
under:
NATURE TAX RATES

OF FOREIGN INDIVIDUAL, HUF, AOP AND BOI ETC. (REFER
INCOME FIRM
COMPANIES note 2)
INCOME
EXCEED INCOME
INCOME INCOME EXCEED EXCEEDS EXCEEDS
S INR 1 EXCEED
EXCEED EXCEED S INR 50 INR 1 INR 2
CRORE S INR 5
S INR 10 S INR 1 LACS CRORE CRORE BUT
BUT NOT CRORES
CRORES CRORE BUT NOT BUT NOT 2 NOT INR 5
10 )
1 CRORE CRORES) CRORES)
CRORES
10.92 10.61 11.65 11.44 14.25

11.96 13.00
(without (without (without (without (without
(without (without
exchange exchange exchange exchange exchange
exchange exchange
LTCG fluctuation fluctuation fluctuation fluctuation fluctuation
fluctuation fluctuation
benefits benefits benefits benefits benefits
benefits benefits
and and and and and
and and
indexation indexation indexation indexation indexation
indexation) indexation)
) ) ) ) )
STCG 43.68 42.43 34.94 34.32 35.88 39.00 42.74
Notes:
1. NRI investors are entitled to be governed by the special tax provisions under Chapter XII-A of the
ITA and if such investors opt to be governed by these provisions, the same needs to be evaluated
separately on a case-to-case basis.
(e) Redemption premium
Please refer Paragraph 2 (e) above for tax implications with respect to transfer of units of the Fund.
(f) Gains arising on buyback of shares by company
Please refer Paragraph 2 (f) above for tax implications on income received from buy-back of shares.
Since the gains on buyback of shares would be exempt from tax in India in the hands of the non-
resident investors, the benefits of the Tax Treaty would not be relevant for such income in India.
22
The Finance Act, 2021 has amended the definition ‘securities’ under section 2(h) of the SCRA to clarify that units, debt
instruments or any other instruments issued by any pooled investment vehicle should be regarded as securities.The expression
‘pooled investment vehicle’ has also been defined to mean a fund established in India in the form of a trust or otherwise, such
as mutual fund, alternative investment fund, collective investment scheme or a business trust as defined in sub-section (13A) of
section 2 of the Income-tax Act, 1961 and registered with the Securities and Exchange Board of India, or such other fund,
which raises or collects monies from investors and invests such funds in accordance with such regulations as may be made by
the Securities and Exchange Board of India in this behalf
(g) Share of profits from an LLP / partnership firm
Please refer Paragraph 2 (g) above for tax implications on receipt of share of profits of LLP /
partnership firm
(h) Transfer of partnership interests in LLP / partnership firm
Please refer Paragraph 2 (h) above for tax implications on transfer of partnership interest in LLP /
partnership firm
(i) Capital gains Tax implications on conversion of debentures into shares
Please refer Paragraph 2 (i) above for tax implications on conversion of debentures into shares.
(j) Capital gains Tax implications on conversion of preference shares into equity shares
Please refer Paragraph 2 (j) above for tax implications on conversion of preference shares into equity
shares.
(k) Deemed sale consideration on sale of unquoted shares
Please refer Paragraph 2 (k) above for tax implications on deemed Sale Consideration on sale of
unquoted shares
(l) Deemed income on investment in shares/ securities of Indian Companies or units of AIF
Please refer Paragraph 2 (l) above for tax implications on deemed investment in shares/ securities of
Indian Company.
(m) Expenditure incurred in relation to income not includible in the total income
Please refer Paragraph 2 (n) above for details on Expenditure incurred in relation to income not
includible in the total income
(n) MAT
Please refer Paragraph 2 (o) above for tax implications under MAT provisions. Further, the provisions
relating to MAT shall not be applicable to a foreign company, if it is a resident of a country with which
India has a Tax Treaty and such foreign company does not have a permanent establishment in India
in accordance with the provisions of such Tax Treaty. Also, MAT provisions are not applicable if the
company is a resident of a country or a specified territory with which India does not have a Tax Treaty
and the company is not required to seek registration under any law in relation to companies.
(o) CBDT Circular dated 3 July 2019
The CBDT has provided a clarification vide Circular dated 3 July 2019 that any income in the hands of
a non-resident investor from off-shore investments routed through the Category I or Category II
AIF, being a deemed direct investment outside India by the non-resident investor, is not taxable in
India under Section 5(2) of the ITA. CBDT further clarifies that loss arising from the off-shore
investment relating to non-resident investor, being an exempt loss, shall not be allowed to be set-off
or carried-forward and set off against the income of the Category I or Category II AIF.
4. OTHER RELEVANT PROVISIONS UNDER THE ITA:
4.1. GAAR
GAAR may be invoked by the Indian income-tax authorities in case arrangements are found to be
impermissible avoidance arrangements. A transaction can be declared as an impermissible
avoidance arrangement, if the main purpose of the arrangement is to obtain a tax benefit and which
satisfies one of the 4 (four) tests mentioned below:
(a) Creates rights or obligations which are ordinarily not created between parties dealing at arm's
length;
(b) It results in direct / indirect misuse or abuse of the ITA;
(c) It lacks commercial substance or is deemed to lack commercial substance in whole or in part; or
(d) It is entered into or carried out in a manner, which is not normally employed for bona fide
business purposes.
The onus to prove that the main purpose of any arrangement is to obtain tax benefit would be on the
Indian revenue authorities.
In such cases, the tax authorities are empowered to reallocate the income from such arrangement or
re-characterise or disregard the arrangement. Some of the illustrative powers are:
(a) Disregarding or combining or re-characterizing any step of the arrangement or party to the
arrangement;
(b) Ignoring the arrangement for the purpose of taxation law;
(c) Relocating place of residence of a party, or location of a transaction or situs of an asset to a place
other than provided in the arrangement;
(d) Looking through the arrangement by disregarding any corporate structure; or
(e) Reallocating and re-characterizing equity into debt, capital into revenue, etc.
(f) Disregarding or treating any accommodating party and other party as one and the same person;
(g) Deeming persons who are connected to each other parties to be considered as one and the same
person for the purposes of determining tax treatment of any amount.
The above terms should be read in the context of the definitions provided under the ITA. Also, any
resident or non-resident may approach the Authority for Advance Rulings to determine whether an
arrangement can be regarded as an impermissible avoidance arrangement. The GAAR provisions
shall be applied in accordance with such guidelines and subject to such conditions and manner as
may be prescribed.
The provisions of GAAR shall be applicable with effect from Financial Year 2017-18 and onwards.
23
4.2. Provision related to indirect transfer
 Under the provisions of the ITA, transfer of shares or interest in an offshore company which
derives, directly or indirectly, its value substantially from the assets located in India could be
subject to indirect transfer provisions in India.
23
As indirect transfer provisions shall not apply to investors of SEBI registered Category I and II Foreign Portfolio Investors
(‘FPI’) under the SEBI FPI Regulations, 2014 (‘Erstwhile FPI Regime’). As per the Finance Act 2020, the above relief has been
restricted to only non-residents investors on direct / indirect investments held in SEBI registered Category I and II FPI
(registered under the Erstwhile FPI Regime) prior to its repeal. The Finance Act 2020 has extend the relief from applicability of
indirect transfer provisions to investors of Category I FPI under the SEBI (FPI) Regulations, 2019.
 Accordingly, if the underlying investors in the foreign company / firm transfers their share or
interest in the foreign company, which derives substantial value from assets located in India, such
transfer could trigger indirect transfer provisions in India which are discussed below.
 ITA provides a set of circumstances in which income accruing or arising, directly or indirectly, is
taxable in India. One of the limbs which provide for such circumstances include income accruing
or arising directly or indirectly “through” the transfer of a capital asset situated in India. The
expression “through” is clarified to mean “by means of,” “in consequence of” or “by reason of.”
Further, it is clarified that any share or interest in a company or entity registered / incorporated
outside India shall be deemed to have been situated in India if the share or interest derives,
“directly or indirectly”, its value substantially from the assets located in India.
 CBDT has issued Circular No 4/2015 dated 26 March 2015 clarifying that dividends declared and
paid by a foreign company outside India in respect of shares which derive their value substantially
from assets situated in India would not be deemed to be income accruing or arising in India by
virtue of the indirect transfer provisions under the ITA.
 Accordingly, transfers at offshore level which could include the transfer of interests held by
investors and the transfer of shares in offshore entity could be taxable in India on the basis of
indirect transfer provisions. Upstreaming of funds by a foreign company by way of a buy-back of
shares or the capital reduction of a foreign company could also be subject to overseas transfer
provisions subject to fulfilment of the above conditions. The above transfers, if taxable, would be
subject to the availability of benefits under the Tax Treaty.
 The rate at which the aforesaid offshore indirect transfers would be taxable could be either as
provided in the ITA or under the respective Tax Treaty, as may be applicable. If any indirect
transfer is taxable then withholding provisions would also get triggered including the requirement
of furnishing of PAN.

24
The CBDT released a Circular that the indirect transfer provisions shall not apply in respect of
income accruing or arising to a non-resident on account of redemption or buyback of its share or
interest held indirectly in the Category I and II AIF or a Venture Capital Company or a Venture
Capital Fund (‘Specified Funds’) if such income accrues or arises from or in consequence of
transfer of shares or securities held in India by the Specified Funds and such income is
chargeable to tax in India. Further, it is provided that the above benefit shall be applicable only in
cases where the redemption or buyback proceeds arising to the non-resident do not exceed the
pro-rata share of the non-resident in the total consideration realized by the Specified Funds from
the underlying transfer of shares and securities in India. Further, transfer other than redemption or
buyback may be subject to indirect transfer provisions.
4.3. Set-off and carry-forward of losses by the Fund and the Investors
Where the Fund has incurred a loss which is remaining to be set off (other than loss under the head
business income), shall be, allowed to be carried forward and set off in accordance with the
provisions of Chapter VI in the hands of the investors in respect of a units which has been held by the
investors for a period of at least twelve months.
Further, the loss arising to the Fund under business income which is remaining to be set off, shall be,
allowed to be carried forward and set off in accordance with the provisions of Chapter VI by the Fund;
*
and such loss shall not be passed on to the investor .
24
Circular no 28/2017 dated 07 November 2017
4.4. Set-off of capital loss
As per the provisions of the ITA, short term capital loss can be set off against both STCG and LTCG,
but long term capital loss can be set off only against LTCG. The unabsorbed short term and long term
capital loss can be carried forward for 8 assessment years.
4.5. Reporting to the income-tax authorities and the investors of the Fund
The Fund or the person responsible for crediting or making payment of income on behalf of the Fund
shall furnish to the investors and to the prescribed income-tax authority, a statement in prescribed
form and verified in such manner, giving details of the nature of the income paid or credited during the
previous year and such other relevant details as may be prescribed.
As per Section 139(4F) of the ITA, every fund shall furnish the return of income in respect of the
income or loss i.e. it shall be mandatory for the Fund to file its return of income.
4.6. Withholding of Taxes with respect to income distributed by Investee Companies to the
Fund in relation to the investments made by them
25
The CBDT has issued a notification which provides that any income received by the Fund (other
than business income) would not be subject to withholding tax. Thus, any income receivable /
received by the Fund (other than business income) from investments made in investee entities would
not be subject to withholding tax provisions and the investee entities would not be liable to withhold
tax at the time of credit or at the time of payment, whichever is earlier, of such income to the Fund.
4.7. Tax Deduction at Source (‘TDS’) on purchase of goods
The Finance Act, 2021 introduced a new a section to be effective from 1 July 2021, 194Q to provide
for TDS by person responsible for paying any sum to any resident for purchase of goods at the rate of
0.1%. To ensure that compliance burden is only on those who can comply with it, the tax is only
required to be deducted by those person (i.e. ―buyer) whose total sales, gross receipts or turnover
from the business carried on by him exceed 10 crore rupees during the Financial Year immediately
preceding the Financial Year in which the purchase of goods is carried out. The Central Government
may, by notification in the Official Gazette, exempt a person (i.e. buyer) from obligation under this
section on fulfilment of conditions as may be specified in that notification.
Tax is required to be deducted by such person, if the purchase of goods by him from the seller is of
the value or aggregate of such value exceeding fifty lakh rupees in the previous year. It also provides
that the provisions of this section shall not apply to,-
(i) a transaction on which tax is deductible under any provision of the ITA; and
(ii) a transaction, on which tax is collectible under the provisions of section 206C other than
transaction to which sub-section (1H) of section 206C applies.11
This means, if on a transaction a TDS or tax collection at source (‘TCS’) is required to be carried out
under any other provision, then it would not be subjected to TDS under this section. There is one
exception to this general rule. If on a transaction TCS is required under sub-section (1H) of section
206C as well as TDS under this section, then on that transaction only TDS under this section shall be
carried out. Board with the approval of the Central Government has been empowered to issue
guidelines for removing difficulty in giving effect to the provisions of this section.
25
Notification No. 51/ 2015 dated June 25, 2015
Where any sum is credited to any account, whether called “suspense account” or by any other name,
in the books of account of the person liable to pay such income, such credit of income shall be
deemed to be the credit of such income to the account of the payee and the provisions of this section
shall apply accordingly.
4.8. Withholding at a higher rate
The income tax provisions provide that where a recipient of income (which is subject to withholding
tax) does not have a PAN, then tax is required to be deducted by the payer at the higher of the
following i.e. rates specified in the relevant provisions of the ITA, or rates in force or at 20%.
Accordingly, in case investors do not have a PAN, then tax is required to be withheld by the Fund at a
rate which is higher of following i.e. rates specified in the relevant provisions of ITA or rates in force or
at 20%.
26
Further, CBDT has issued a notification for relaxation from deduction of tax at a higher rate under
Section 206AA of ITA in the case of non-resident investor or a foreign company and not having PAN
by inserting a new rule 37BC. The provisions of Section 206AA of the ITA shall not apply in respect of
payments in the nature of interest, royalty, fees for technical services and payments on transfer of any
27
capital asset, if the deductee furnishes certain details and specified documents to the deductor .
The Finance Act, 2021 has amended the aforesaid provision so as to provide that where the tax is
required to be deducted under section 194Q and deductee has not furnished PAN to the deductor,
then, the 5% should be considered as the rate for purpose of section 206AA of the ITA. Tax should
be deducted accordingly.
4.9. TDS on non-filer of income-tax return at higher rates
The Finance Act, 2021 has introduced a new section 206AB of the ITA which would apply with effect
from 1 July 2021 on any sum or income or amount paid, or payable or credited, by a person (herein
28
referred to as deductee) to a specified person . This section shall not apply where the tax is required
to be deducted under sections 192, 192A, 194B, 194BB, 194LBC or 194N of the ITA. The TDS rate in
this section is higher of the followings rates:
 twice the rate specified in the relevant provision of the ITA; or
 twice the rate or rates in force; or
 the rate of five per cent
If the provision of section 206AA of the ITA is applicable to a specified person, in addition to the
provision of this section, the tax shall be deducted at higher of the two rates provided in this section
and in section 206AA of the ITA.
These amendments shall be effective from 1 July 2021.
4.10. Advance tax
26
Notification No. 53 /2016, F.No.370 142/16/2016-TPL dated 24 June 2016
27
Name, e-mail, contact number, address, TRC and the Tax / unique identification in country of residence
28
The specified person is a person who has not filed the returns of income for both of the two assessment years relevant to the
two previous years which are immediately before the previous year in which tax is required to be deducted or collected, as the
case may be. Further the time limit for filing tax return under sub-section (1) of section 139 of the ITA has expired for both these
assessment years. There is another condition that aggregate of tax deducted at source and tax collected at source in his case
is rupees fifty thousand or more in each of these two previous years. It also provides that specified person shall not include a
non-resident who does not have a permanent establishment in India.
The investors are required to discharge the taxes (net of the taxes withheld by the Fund) on their
respective share of income in the Fund at the applicable rates. The investors are therefore required to
compute the advance tax liability in the manner as prescribed under the ITA and discharge the
advance tax liability, if any, on their respective share of income from the Fund. As per the provisions
of the ITA, investors are required to discharge 15%, 45%, 75% and 100% of their advance tax liability
on or before June 15, September 15, December 15 and March 15 of the current Financial Year
respectively. Any shortfall or delay is discharging the advance tax liability by the investors may attract
interest implications under Section 234B and 234C of the ITA.
The Finance Act, 2021 has provided relaxation to insulate the taxpayers from payment of interest
under section 234C of the ITA in cases where accurate determination of advance tax liability is not
possible due to the intrinsic nature of the dividend income but has excluded deemed dividend as per
sub-clause (e) of clause (22) of section 2 of the ITA. This amendment will take effect from 1st April
2021 and will accordingly apply to the assessment year 2021-22 and subsequent assessment years.
4.11. Income Stripping
As per Section 94(1) of the ITA, where any person owning securities sells or transfers the same or
similar securities and buys back or reacquires those securities and the result of the transaction is that
any interest becoming payable in respect of the securities is receivable otherwise than by such owner,
the said interest payable, whether it would or would not have been chargeable to income tax apart
from the provisions of Section 94(1) of the ITA, would be deemed to be the income of the owner of the
securities and not to be the income of any other person subject to certain specified conditions.
As per Section 94(2) of the ITA, where any person has had at any time during any previous year any
beneficial interest in any securities, and the result of any transaction relating to such securities or the
income thereof is that, in respect of such securities within such year, either no income is received by
him or the income received by him is less than the sum to which the income would have amounted if
the income from such securities had accrued from day to day and been apportioned accordingly, then
the income from such securities for such year shall be deemed to be the income of such person.
4.12. Dividend stripping
Where any person buys or acquires any securities or units of a mutual fund or the Unit Trust of India
within a period of 3 (three) months prior to the record date (i.e., the date that may be fixed by a
company for the purposes of entitlement of the holder of the securities to receive dividend or by a
mutual fund or the administrator of the specified undertaking or the specified company, for the
purposes of entitlement of the holder of the units to receive income, or additional unit without any
consideration, as the case may be) and such person (i) sells or transfers such securities within a
period of 3 (three) months after such record date, or (ii) such unit within a period of 9 (nine) months
after such record date, and (iii) the dividend or income on such securities or unit received or
receivable by such person is exempt, then, any loss arising to such person on account of such
purchase and sale of securities or unit, to the extent such loss does not exceed the amount of such
dividend or income received or receivable, would be ignored for the purposes of computing his
income chargeable to tax.
4.13. Bonus stripping
Where any person buys or acquires any units of a mutual fund or the Unit Trust of India within a
period of 3 (three) months prior to the record date (i.e., the date that may be fixed by a Mutual Fund or
the administrator of the specified undertaking or the specified company, for the purposes of
entitlement of the holder of the units to receive additional unit without any consideration) and such
person is allotted additional units (without any payment) on the basis of holding of the aforesaid units
on the record date, and if such person sells or transfers all or any of the original units within a period
of 9 (nine) months after the record date while continuing to hold all or any of the additional units, then
any loss arising to him on account of such purchase and sale of all or any of the units would be
ignored for the purpose of computing his income chargeable to tax. Further, the loss so ignored would
be deemed to be the cost of acquisition of such additional units as are held by him on the date of sale
or transfer of original units.
4.14. Transfer Pricing
As per the provisions of the ITA, any international transaction between two associated enterprises
should be subject to transfer pricing provisions under the ITA. In addition, there could be certain
transactions with non-associated enterprises which can be deemed to be international transaction
where the prescribed conditions are met and subject to transfer pricing provisions. Further, there are
provisions under the ITA relating to transfer pricing being applicable to transaction between resident
associated enterprises (specified domestic transfer pricing).
Non-filing of Transfer Pricing report as well as non-maintenance of Transfer documentation could

trigger penalty implications.
5. Foreign Account Tax Compliance Act (“FATCA”)
According to the Inter-Governmental Agreement read with the FATCA provisions, foreign financial
institutions in India are required to report tax information about US account holders to the Indian
Government. The Indian Government has enacted rules relating to FATCA reporting in India. A
statement is required to be provided online in Form 61B for every calendar year by 31 May. The
Reporting Financial Institution is expected to maintain and report the following information with
respect to each reportable account:
(a) the name, address, taxpayer identification number (TIN (assigned in the country of residence))
and date and place of birth (DOB, POB (in the case of an individual));
(b) where an entity has one or more controlling persons that are reportable persons:
− the name and address of the entity, TIN assigned to the entity by the country of its residence;
and
− the name, address, DOB, POB of each such controlling person and TIN assigned to such
controlling person by the country of his residence;
(c) account number (or functional equivalent in the absence of an account number);
(d) account balance or value (including, in the case of a cash value insurance contract or annuity
contract, the cash value or surrender value) at the end of the relevant calendar year;
(e) the total gross amount paid or credited to the account holder with respect to the account during
the relevant calendar year; and
(f) in case of any account held by a non-participating financial institution (NPFI), for the calendar
years 2015 and 2016, the name of NPFI and aggregate amount of such payments.
Further, it also provides for specific guidelines for conducting due diligence of reportable accounts,
viz. US reportable accounts and other reportable accounts.
Multilateral Convention to implement Tax Treaty related measures to prevent Base Erosion
and Profit Shifting
The OECD released the Multilateral Convention to implement Tax Treaty related measures to prevent
Base Erosion and Profit Shifting.
MLI is an agreement negotiated under Action 15 of the OECD/G20 BEPS Project. As opposed to
bilateral Double Taxation Avoidance Agreements, the MLI is intended to allow jurisdictions to swiftly
amend their tax treaties to include the Tax Treaty-related BEPS recommendations in multiple Tax
Treaties. MLI seeks to curb tax planning strategies that have the effect of shifting profits to low or no
tax jurisdictions, supplements or modifies existing tax treaties etc.
The final impact of the MLI on a Tax Treaty is dependent on both the contracting states to the Tax
Treaty having deposited their respective instruments of ratification with their final MLI Positions with
the OECD Depositary. The MLI includes both mandatory provisions (i.e. the minimum standards
under the BEPS Project) as well as non-mandatory provisions.
India has been an active participant in the entire discussion and its involvement in the BEPS project
has been intensive. In a ceremony held in Paris on 7 June 2017, various countries including India,
signed the MLIs. The Union Cabinet of India issued a press release dated 12 June 2019, approving
the ratification of the MLI to implement Tax Treaty related measures to prevent BEPS. The application
of MLI to a Tax Treaty is dependent on ratification as well as positions adopted by both the countries
signing a Tax Treaty. On June 25, 2019, India has taken the final step for implementation of MLI by
depositing its instrument of ratification with the OECD. The MLI entered into force from 1 October
2019 and is operational with effect from the financial year beginning from 1 April 2020 in respect of
certain treaties signed by India.
Once MLI evolves and is implemented, one would need to analyse its impact at that point in time on
the existing tax treaties that India has entered into with other countries. There is limited guidance or
jurisprudence at present on how the above will be interpreted by the Revenue authorities and applied.
As regards India Mauritius Tax Treaty, while India has included Mauritius in the list of “Covered Tax
Agreements”, Mauritius has not included India in its list of “Covered Tax Agreements”. Owing to this
exclusion by Mauritius, at present, the terms of MLI should not apply to any transaction entered
between tax residents of India and Mauritius. However, one will have to view how the MLI evolves
and what position India and Mauritius take in this context going forward.
OTHER APPLICABLE TAXES
5.1. Goods and Services Tax (‘GST’)
With effect from 1 July 2017, the Government of India has implemented Goods and Services Tax
('GST') regime. GST has subsumed many indirect taxes including service tax which were levied under
erstwhile regime. GST is levied on supply of goods and services. Supply includes all forms of supply
such as sale, transfer, barter, exchange, license, rental, lease etc. made for a consideration by a
person in the course or furtherance of business. Each service is taxed at different rate depending on
their classification. In India, there are four rates prevailing in GST which are 5%, 12%, 18%,
28%+cess.
The services provided by Investment Manager and Trustees to the Fund qualify as supply of service
and hence liable to GST at the rate of 18%. Further, GST being an indirect tax is passed on to the
ultimate consumer, which would be the Fund in this case.
5.2. Stamp Duty and local taxes
The activities of the investee entities would be subject to stamp duties and other local/municipal
taxes, which would differ from State to State, city to city and between municipal jurisdictions,
depending on the location where activities are carried out by the investee entities. Transfer of Units of
the Fund may be subject to stamp duty.
5.3. STT
The Fund will be liable to pay STT on the transactions entered on a recognized stock exchange in
India at the following rates:
TRANSACTIONS/PARTICULARS PAYABLE BY PAYABLE BY

PURCHASER SELLER
Delivery based purchase/sale transaction in equity

0.1% 0.1%
shares entered into in a recognized stock exchange
Non-delivery based sale transaction in equity shares

or units of equity oriented fund entered in a N.A. 0.025%
recognised stock exchange
Delivery based sale transaction of unit of equity

N.A. 0.001%
oriented fund
0.125% of the
difference between
the strike price and
Sale of options in securities 0.017%
settlement price of the
option (In case option
is exercised)
Sale of futures in securities N.A. 0.01%
Sale of unlisted shares under an offer for sale to the

N.A. 0.2%
public
Sale of a unit of an equity oriented fund to the Mutual

N.A. 0.001%
Fund
Sale of unlisted units of a business trust under an

N.A. 0.2%
offer for sale
6. TCS
The Finance Act, 2020 has made certain amendments in TCS provisions which mandates that with
effect from 1 October 2020, seller of goods shall collect tax at the rate of 0.1% (0.075% up to 31
March 2021) if the receipt of sale consideration from a buyer exceeds INR 0.5 crores in the Financial
Year. Further, it has been provided that the Seller would be required to collect such tax only if the total
sales, gross receipts or turnover from the Seller’s business exceeds INR 10 crores during the
Financial Year immediately preceding the Financial Year in which the sale of goods is carried out. In a
situation, where the buyer is liable to undertake withholding obligations and has undertaken the said
obligation, the seller will not be liable to collect tax at source
29
It should however be noted that CBDT has issued a Circular clarifying that the above provision shall
not apply to transactions in shares and commodities transacted through recognised stock exchanges/
recognised clearing corporations, including those located in International Financial Service Centres.
7. TCS at higher rates
As per the provisions of section 206CC of the ITA, any person paying any sum or amount, on which
tax is collectible at source shall furnish his PAN to the person responsible for collecting such tax,
failing which tax shall be collected at the higher of the following rates:
(i) at twice the rate specified in the relevant provision of this Act; or
(ii) at the rate of five per cent one percent in cases where tax is collectible under section 206C(1H) of
the ITA.
The said provision is not applicable in the case of a non-resident who does not have a permanent
establishment in India.
8. TCS on non-filers of income-tax return at higher rates
The Finance Act, 2021 has introduced a new section 206CCA of the ITA which would apply on any
sum or amount received by a person (herein referred to as collectee) from a specified person. The
TCS rate in this section is higher of the following rates:
 twice the rate specified in the relevant provision of the ITA; or
 the rate of five percent
If the provision of section 206CC of the ITA is applicable to a specified person, in addition to the
provision of this section, the tax shall be collected at higher of the two rates provided in this section
and in section 206CC of the ITA. Further, these provisions do not apply to a non-resident not having a
permanent establishment in India.
9. Changes in Law
As an overall point, it should be borne in mind that income tax positions in the Alternative Investment
Fund sector are in an evolutionary phase. Given this, while the comments outlined in this section
factor in the prevalent general industry practices and current interpretations of tax laws, such
positions may not have been specifically addressed or endorsed by the revenue/ judicial authorities
and could be subject to scrutiny.
Further, there can be no assurance that there will not be future legislative, judicial, or administrative
changes in the law or interpretations thereof. Any such changes, which could be retroactive, could
adversely affect the consequences, including the tax consequences, of an investment in the Fund.
IMPORTANT QUALIFICATION
THERE CAN BE NO GUARANTEE THAT THE ABOVE POSITION REGARDING TAXATION OF

THE FUND AND TAXATION OF INVESTORS OF THE FUND WOULD BE NECESSARILY
29
Circular No. 17/ 2020 dated 29 September 2020
ACCEPTED BY THE INCOME TAX AUTHORITIES UNDER THE ITA. NO REPRESENTATION IS
MADE EITHER BY THE TRUSTEE OR THE INVESTMENT MANAGER OR ANY EMPLOYEE,
DIRECTOR, SHAREHOLDER OR AGENT OF THE INVESTMENT MANAGER WITH REGARD TO
THE ACCEPTABILITY OR OTHERWISE OF THE ABOVE POSITION REGARDING TAXATION OF
THE FUND AND TAXATION OF INVESTORS OF THE FUND BY THE INCOME TAX
AUTHORITIES UNDER THE ITA. PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR
OWN TAX ADVISERS IN THIS REGARD
SECTION XII: ILLUSTRATION OF FEES AND EXPENSES
Set out below is a simplified illustration in a tabular form of the fees, charges and distribution waterfall applicable to Scheme I and is not a complete or
exhaustive summary. The examples set out below are merely illustrative and while they demonstrate with certainty on how the fees and charges will be
applicable to Scheme I, including distributions, the actual amounts may vary depending on actual expenses incurred and returns from investments. The
summary of principal terms have been set out in “Section VII: Principal Terms of Scheme I” and the more detailed terms and conditions will be set out in
Scheme Documents, which are the definitive terms and conditions and will prevail.
A Assum ptions
For the purpose of this illustration, Term of the Scheme is considered to be 5 years.
We have assumed that the Sponsor Commitment towards Class C1 Units of the Fund would be INR 5 crores (i.e. the statutory requirement). Further, Additional Commitment would be INR 25 crores made
by the Sponsor towards Class C2 Units of the Fund. The contributions by other investors are assumed numbers for illustrative purpose only.
The rates on which the fees/charges are computed are assumed numbers. The actual fees/charges may vary from this illustration. For the purpose of illustration, we have assumed set-up costs at 1%
(one time) of the amount of capital commitment of Class A and Class B unitholders and operating expense at 0.2% p.a. of the aggregate capital commitment of all Classes of unitholders.
For the purposes of this illustration, Management Fee has been computed on the Capital Commitment of the Unitholders at the following rates:
- Class A1 Unitholders and Class B1 Unitholders: 1.50% p.a.; and
- Class A2 Unitholders and Class B2 Unitholders: 1.25% p.a.
GST on management fees is considered at 18%. Further, for ease of computation, it has been assumed that investment is made at the beginning of the Term i.e. at the Initial Closing which would also be
the Final Closing and there are no interim distributions.
For the purposes of this illustration, one-time trusteeship fee is considered INR 0.35 million (included in Setup Costs) and 0.2 million p.a. for the life of the Scheme. GST on trusteeship fees is considered
at 18%.
GST, if any, arising on the expenses and any payouts to the Manager or its affiliates, to the extent not included in the illustration, will be charged based on actuals.
The hurdle rate of return for Class A and Class B Unitholders is assumed to be 11%. No hurdle rate for Class C Unitholders.
The figures/numbers and calculations provided in this Annexure are all pre-tax. The taxation will be in accordance with the detailed provisions laid down in the Memorandum and accordingly the actual final
numbers will vary depending on applicable tax treatment.
For ease of computation, it has been assumed that the realization of investment proceeds and distributions to the contributors happens at the end of the Term.
The illustrations provided in this Annexure are indicative and provided for reference only and investors should review and examine the detailed terms mentioned in the relevant sections of the Memorandum
with respect to such fee/charges and actual distribution.
The figures provided in this Annexure are representational only and should not be considered as a guarantee or any definite indication of the Scheme's likely performance. The final outcome would be a
result of several factors as stated in the Memorandum and would be dependent upon the Scheme’s actual performance.
Gross IRR assumed on a pre-tax and pre-expense basis
Please note that the below tables are for illustration purposes only and actuals may differ
B Particulars of Fees
Amount in INR million
No. Particulars Yr 1 Yr 2 Yr 3 Yr 4 Yr 5 Total
1 Total capital commitment from the unit holders 10,000 - - - - 10,000

Class A1 - capital commitment 3,000
Class A2 - capita+B8l commitment 4,200
Class B1 - capital commitment 900
Class B2 - capital commitment 1,600
Class C1 - capital commitment 50
2 Total contribution received from the unit holders 10,000 - - - - 10,000

Class B1 - capital commitment 900
Class B2 - capital commitment 1,600
3 Fees and other expenses

a. Organisational/Setup Fees 97 - - - - 97
b. Placement Fee - - - - - -
c. Management fees (including GST) 155 155 155 155 155 773
d. Fees to Advisory Board - - - - - -
e. Fees to Investment Committee (if any) - - - - - -
f. Operating expenses 20 20 20 20 20 100
g. Trusteeship Fee (including GST) 0.24 0.24 0.24 0.24 0.24 1.18
h. Other expenses - - - - - -
Net amount invested by the Scheme in the Portfolio Companies (Capital

4 9,029
Deployed)
SECTION XIII: DISTRIBUTION WATERFALL
A Assumptions
Same as above
B Capital commitment received and drawn down

Amount in INR million
Sr. No. Particulars Class A1 Class A2 Class B1 Class B2 Class C1 Class C2 Total
1 Total capital commitment from the unit holders 3,000 4,200 900 1,600 50 250 10,000
2 Total contribution received from the unit holders 3,000 4,200 900 1,600 50 250 10,000
3 Fees and other expenses

a. Organisational/Setup Fees 30 42 9 16 - - 97
b. Placement Fee - - - - - - -
c. Management fees (including GST) 266 310 80 118 - - 773
d. Fees to Advisory Board - - - - - - -
e. Fees to Investment Committee (if any) - - - - - - -
f. Operating expenses 30 42 9 16 1 3 100
g. Trusteeship Fee (including GST) 0.35 0.50 0.11 0.19 0.01 0.03 1.18
h. Other expenses - - - - - - -
Total 326 394 98 150 1 3 971
Net amount invested by the Scheme in the Portfolio Companies (Capital

4 2,674 3,806 802 1,450 49 247 9,029
Deployed)
Scen a r io 1 : T h e sch em e is a t loss for Cla ss A u n it h older s a n d Cla ss B u n it h older s
Hu r dle Ra t e of Ret u r n for Cla ss A in v est or s (pr e t a x IRR) 1 1 .0 0 %

Hu r dle Ra t e of Ret u r n for Cla ss B in v est or s (pr e t a x IRR) 1 1 .0 0 %
T er m of sch em e (n o. of y ea r s) 5
A ssu m ed IRR -3 .0 0 %
Am ount in INR m illion
Sr . No. Pa r t icu l a r s Cl a ss A 1 Cl a ss A 2 Cl a ss B1 Cl a ss B2 Cl a ss C1 Cl a ss C2 T ot a l
1 In v est m en t pr oceeds 2 ,5 7 6 3 ,6 0 7 773 1 ,3 7 4 43 215 8 ,5 8 7

2 Ex pen ses 326 394 98 150 1 3 97 1
3 T ot a l a m ou n t a v a ila ble for dist r ibu t ion post a ll ex pen ses 2 ,2 5 0 3 ,2 1 2 67 5 1 ,2 2 4 42 212 7 ,6 1 6
A lloca t ion of con sider a t ion for u n it h older s of ea ch cla ss/su b-cla ss
4 2 ,2 5 0 3 ,2 1 2 67 5 1 ,2 2 4 42 212 7 ,6 1 6
in r a t io of ca pit a l con t r ibu t ion s a s docu m en t ed in t h e Pr iv a t e
T ow a r ds 1 0 0 % r epa y m en t of ca pit a l con t r ibu t ion for Cla ss A 1 , A 2 ,

5 B1 , B2 , u n it h older s / T ow a r ds 1 0 0 % pa y m en t of dist r ibu t ion 2 ,2 5 0 3 ,2 1 2 67 5 1 ,2 2 4 42 212 7 ,6 1 6
pr oceeds a lloca t ed t o Cla ss C1 a n d C2 u n it h older s
6 Ba la n ce a m ou n t a v a ila ble post r epa y m en t of ca pit a l con t r ibu t ion , if a n y - - - -
7 T ow a r ds h u r dle r a t e on ca pit a l in v est ed, if a n y - - - -
8 Ba la n ce dist r ibu t ion pr oceeds in ex cess of ca pit a l con t r ibu t ed a n d h u r dle r a t e,-if a n y - - -
A lloca t ion of dist r ibu t ion pr oceeds in ex cess of ca pit a l con t r ibu t ed
9 - - - - - - -
a n d h u r dle r a t e t o u n it h older s of ea ch cla ss, if a n y
10 T ot a l dist r ibu t ion bein g m a de t o u n it h ol der s of ea ch cl a ss 2,250 3,212 675 1,224 42 212 7,616
Scen a r io 2 : T h e sch em e is a t n o pr ofit n o loss for Cla ss A u n it h older s a n d Cla ss B u n it h older s

A ssu m ed IRR 0 .0 0 %
Pa r t icu l a r s Cl a ss A 1 Cl a ss A 2 Cl a ss B1 Cl a ss B2 Cl a ss C1 Cl a ss C2 T ot a l
In v est m en t pr oceeds 3 ,0 0 0 4 ,2 0 0 9 00 1 ,6 0 0 50 250 1 0 ,0 0 0

Ex pen ses 326 394 98 150 1 3 97 1
T ot a l a m ou n t a v a ila ble for dist r ibu t ion post a ll ex pen ses 2 ,6 7 4 3 ,8 0 6 802 1 ,4 5 0 49 247 9 ,0 2 9
A lloca t ion of con sider a t ion for u n it h older s of ea ch cla ss/su b-cla ss in
2 ,6 7 4 3 ,8 0 6 802 1 ,4 5 0 49 247 9 ,0 2 9
r a t io of ca pit a l con t r ibu t ion s a s docu m en t ed in t h e Pr iv a t e Pla cem en t
T ow a r ds 1 0 0 % r epa y m en t of ca pit a l con t r ibu t ion for Cla ss A 1 , A 2 , B1 ,

B2 , u n it h older s / T ow a r ds 1 0 0 % pa y m en t of dist r ibu t ion pr oceeds 2 ,6 7 4 3 ,8 0 6 802 1 ,4 5 0 49 247 9 ,0 2 9
a lloca t ed t o Cla ss C1 a n d C2 u n it h older s
Ba la n ce a m ou n t a v a ila ble post r epa y m en t of ca pit a l con t r ibu t ion , if a n y - - - -
T ow a r ds h u r dle r a t e on ca pit a l in v est ed, if a n y - - - -
Ba la n ce dist r ibu t ion pr oceeds in ex cess of ca pit a l con t r ibu t ed a n d h u r dle r a t e, if a n

-y - - -
A lloca t ion of dist r ibu t ion pr oceeds in ex cess of ca pit a l con t r ibu t ed a n d
- - - - - - -
h u r dle r a t e t o u n it h older s of ea ch cla ss, if a n y
T ot a l dist r ibu t ion bein g m a de t o u n it h ol der s of ea ch cl a ss 2,674 3,806 802 1,450 49 247 9,029
Scen a r io 3 : T h e sch em e h a s ea r n ed pr ofit s bu t less t h a n h u r dle for Cla ss A u n it h older s a n d Cla ss B u n it h older s

A ssu m ed IRR 9 .0 0 %
1 In v est m en t pr oceeds 4 ,6 1 6 6 ,4 6 2 1 ,3 8 5 2 ,4 6 2 77 3 85 1 5 ,3 8 6
2 Ex pen ses 326 394 98 150 1 3 97 1
3 T ot a l a m ou n t a v a ila ble for dist r ibu t ion post a ll ex pen ses 4 ,2 9 0 6 ,0 6 8 1 ,2 8 7 2 ,3 1 2 76 3 82 1 4 ,4 1 5
4 4 ,2 9 0 6 ,0 6 8 1 ,2 8 7 2 ,3 1 2 76 3 82 1 4 ,4 1 5
r a t io of ca pit a l con t r ibu t ion s a s docu m en t ed in t h e Pr iv a t e

5 B1 , B2 , u n it h older s / T ow a r ds 1 0 0 % pa y m en t of dist r ibu t ion pr oceeds 3 ,0 0 0 4 ,2 0 0 9 00 1 ,6 0 0 76 3 82 1 0 ,1 5 9
6 Ba la n ce a m ou n t a v a ila ble post r epa y m en t of ca pit a l con t r ibu t ion , if a n y 1 ,2 9 0 1 ,8 6 8 3 87 712
7 T ow a r ds h u r dle r a t e on ca pit a l in v est ed, if a n y 1 ,2 9 0 1 ,8 6 8 3 87 712
8 Ba la n ce dist r ibu t ion pr oceeds in ex cess of ca pit a l con t r ibu t ed a n d h u r dle r a t e, if a- n y - - -
9 - - - - - - -
10 T ot a l dist r ibu t ion bein g m a de t o u n it h ol der s of ea ch cl a ss 4,290 6,068 1,287 2,312 76 382 14,415
Scen a r io 4 : T h e sch em e h a s ea r n ed pr ofit s equ a l t o h u r dle for Cla ss A u n it h older s

A ssu m ed IRR 1 1 .0 0 %
1 In v est m en t pr oceeds 5 ,0 5 5 7 ,0 7 7 1 ,5 1 7 2 ,6 9 6 84 421 1 6 ,8 5 1

2 Ex pen ses 326 394 98 150 1 3 97 1
3 T ot a l a m ou n t a v a ila ble for dist r ibu t ion post a ll ex pen ses 4 ,7 2 9 6 ,6 8 3 1 ,4 1 9 2 ,5 4 6 84 419 1 5 ,8 8 0
4 4 ,7 2 9 6 ,6 8 3 1 ,4 1 9 2 ,5 4 6 84 419 1 5 ,8 8 0
r a t io of ca pit a l con t r ibu t ion s a s docu m en t ed in t h e Pr iv a t e

5 B1 , B2 , u n it h older s / T ow a r ds 1 0 0 % pa y m en t of dist r ibu t ion pr oceeds 3 ,0 0 0 4 ,2 0 0 9 00 1 ,6 0 0 84 419 1 0 ,2 0 2
6 Ba la n ce a m ou n t a v a ila ble post r epa y m en t of ca pit a l con t r ibu t ion , if a n y 1 ,7 2 9 2 ,4 8 3 519 946
7 T ow a r ds h u r dle r a t e on ca pit a l in v est ed, if a n y 1 ,7 2 9 2 ,4 8 3 519 946
8 Ba la n ce dist r ibu t ion pr oceeds in ex cess of ca pit a l con t r ibu t ed a n d h u r dle r a t e, if a- n y - - -
9 - - - - - - -
Scen a r io 5 : T h e sch em e h a s ea r n ed pr ofit s m or e t h a n h u r dle for Cla ss A u n it h older s a n d Cla ss B u n it h older s

A ssu m ed IRR 1 5 .0 0 %
1 In v est m en t pr oceeds 6 ,0 3 4 8 ,4 4 8 1 ,8 1 0 3 ,2 1 8 1 01 5 03 2 0 ,1 1 4
2 Ex pen ses 326 394 98 150 1 3 97 1
3 T ot a l a m ou n t a v a ila ble for dist r ibu t ion post a ll ex pen ses 5 ,7 0 8 8 ,0 5 3 1 ,7 1 2 3 ,0 6 8 1 00 5 00 1 9 ,1 4 2
4 5 ,7 0 8 8 ,0 5 3 1 ,7 1 2 3 ,0 6 8 1 00 5 00 1 9 ,1 4 2
r a t io of ca pit a l con t r ibu t ion s a s docu m en t ed in t h e Pr iv a t e Pla cem en t

5 B1 , B2 , u n it h older s / T ow a r ds 1 0 0 % pa y m en t of dist r ibu t ion pr oceeds 3 ,0 0 0 4 ,2 0 0 9 00 1 ,6 0 0 1 00 5 00 1 0 ,3 0 0
6 Ba la n ce a m ou n t a v a ila ble post r epa y m en t of ca pit a l con t r ibu t ion , if a n y 2 ,7 0 8 3 ,8 5 3 81 2 1 ,4 6 8
7 T ow a r ds h u r dle r a t e on ca pit a l in v est ed, if a n y 2 ,0 5 5 2 ,8 7 7 617 1 ,0 9 6
8 Ba la n ce dist r ibu t ion pr oceeds in ex cess of ca pit a l con t r ibu t ed a n d h u r dle r a t e, if a6 n5 y3 97 6 196 372
A lloca t ion of dist r ibu t ion pr oceeds in ex cess of ca pit a l con t r ibu t ed a n d
9 5 88 87 9 176 335 37 1 83 2 ,1 9 7
h u r dle r a t e t o u n it h older s of ea ch cla ss, if a n y
We have as s um ed the ratio of capital contribution for allocating additional return inter s e betw een Clas s C1 and C2.
SECTION XIV: DISCIPLINARY HISTORY
Other than as set out in this “Section XIV: Disciplinary History”, none of (i) Scheme I, the Sponsor,
the Investment Manager and each of their respective directors, promoters and associates; and (ii) the
Trustee and its directors have, in the last 5 years, any (i) outstanding/pending and past cases (where
the person has been found guilty) of litigations; (ii) criminal or civil prosecution; (iii) disputes; (iv) non-
payment of statutory dues; (v) overdues to/defaults against banks or financial institutions; (vi)
contingent liabilities not provided for; (vii) proceedings initiated for economic offences or civil offences;
(viii) adverse findings with respect to compliance with securities laws; (ix) penalties levied; (x)
disputed tax liabilities; and (xi) any disciplinary action taken by SEBI or any other regulatory authority.
This includes any administrative warnings/deficiency letters.
A. DISCIPLINARY HISTORY OF THE TRUSTEE AND ITS DIRECTORS
1. Details of outstanding/pending and past cases (where the person has been
found guilty) of litigations, criminal or civil prosecution, disputes, non-payment
of statutory dues, overdues to/defaults against banks or financial institutions,
contingent liabilities not provided for, proceedings initiated for economic
offences or civil offences, adverse findings with respect to compliance with
securities laws, penalties levied, disputed tax liabilities, etc.
1.1 SEBI vide its Adjudication order No. EAD-9/SM/141/2018-19 dated October
26, 2018 imposed penalty amounting to Rupees Five Lacs (INR 5 Lacs) on
Trustee for violation of Regulation 15(1) (i) and Regulation 16 of SEBI
(Debenture Trustee) Regulations, 1992. The Trustee had challenged the said
SEBI order by filling appeal to Securities Appellate Tribunal (SAT) post which
SAT has dismissed the appeal and hence the penalty was paid
1.2 Disputed Tax liabilities, with respect to the demand raised by Income Tax
Authority for AY 2010-11 and AY 2011-12 for Rs. 3,15,52,610/- and
Rs.701,660/- respectively. Rectification application has been filed to
Assessing officer as regards these demands, which are pending as on date.
2. Any disciplinary action taken by SEBI or any other regulatory authority.
None
3. Operational actions such as administrative warnings/deficiency letters.
As regards operational actions, SEBI in a regular inspection of the Trustee’s

Debenture Trustee activities had issued Administrative warning letters on 4 October
2011, 16 June 2016 and 21 February 2019.
Notes
1. The Trustee has no other litigation against or for in its beneficiary capacity. However,
the Trustee is acting in fiduciary capacity as trustees to various transactions where
the Trustee is representing/defending the interest of the claimant/beneficiary. Hence,
in these matters, there is no direct claim or liability as such on the Trustee and
accordingly not disclosed.
2. None of the directors of the Trustee have any disclosures to be made as regards
disciplinary history.
B. DISCIPLINARY HISTORY OF THE INVESTMENT MANAGER / SPONSOR

1. Details of outstanding/pending and past cases (where the person has been
found guilty) of litigations, criminal or civil prosecution, disputes, non-payment
of statutory dues, overdues to/defaults against banks or financial institutions,
contingent liabilities not provided for, proceedings initiated for economic
offences or civil offences, adverse findings with respect to compliance with
securities laws, penalties levied, disputed tax liabilities, etc.
A demand of INR 82,366,230 for Disputed Tax liabilities has been raised for the AY
2017-18. The demand is being currently contested at the Commissioner of Income
Tax Appeals level.
2. Any disciplinary action taken by SEBI or any other regulatory authority.
None
3. Operational actions such as administrative warnings/deficiency letters.
As regards operational actions, SEBI in a regular inspection of the Sponsor’s

activities related to working as a Research Analyst had issued a warning letter on 16
July 2020.
SECTION XV: GLOSSARY
In addition to the terms defined elsewhere in this Memorandum, whenever used in this Memorandum,
unless repugnant to the meaning or context thereof, the following words and terms shall have the
meanings set forth below:
Term Meaning
Additional Closing has the meaning given to it in Clause 10 “Section VII: Principal terms
of Scheme I” of this Memorandum
Additional Return has the meaning given to it in Clause 25 “Section VII: Principal terms
Advisory Board has the meaning given to it in “Section V: Governance Structure” of

this Memorandum
Additional Unitholder has the meaning given to it in Clause 10 “Section VII: Principal terms
Affiliate Affiliates means, with respect to any specified Person, any Person,
which, directly or indirectly, controls, is controlled by or is under common
control with such specified Person.
Aggregate Capital has the meaning given to it in Clause 12 “Section VII: Principal terms
Commitment of Scheme I” of this Memorandum
Aggregate Capital has the meaning given to it in Clause 12 “Section VII: Principal terms
Contributions of Scheme I” of this Memorandum
AIF Alternative Investment Fund as defined under the AIF Regulations.
AIF Regulations SEBI (Alternative Investment Funds) Regulations, 2012, as amended or

supplemented from time to time, including all guidelines, clarifications,
directions, regulations, rules, amendments and notifications issued by
SEBI for the operation and management of AIFs.
Alternative Investment has the meaning given to it in Clause 35 “Section VII: Principal terms
Vehicle of Scheme I” of this Memorandum
Applicable Laws or Laws The laws of the Republic of India and includes rules and regulations
issued pursuant to or under such laws, including the AIF Regulations.
means any company, limited liability partnership, body corporate or other
Body Corporate
artificial juridical Person incorporated under Applicable Law or laws of
other jurisdiction, competent to contract as a legal Person distinct from its
owners or members, and whose life extends beyond the life of its owners
or members.
Beneficial Interest With reference to a Unit Holder, the proportion of the NAV of the Class,
Sub-class or Series of a Class of Units held by such Unit Holder to the
aggregate NAV of the Class, Sub-class or Series of a Class of the Units
held by all the Unit Holders of the same Class, Sub-class or Series of the
Units
Business Income has the meaning given to it in “Section XI: Legal, Regulatory, And Tax
Considerations” of this Memorandum
Term Meaning
CAIIB Certified Associates of the Indian Institute of Bankers
Capital Commitment has the meaning given to it in Clause 12 “Section VII: Principal terms
Capital Contributions has the meaning given to it in Clause 12 “Section VII: Principal terms
Category I AIF a category I AIF as construed under the AIF Regulations
Category II AIF Category II Alternative Investment Fund as construed under the AIF
Regulations.
Category III AIF a category III AIF as construed under the AIF Regulations
Cause Removal has the meaning given to it in Clause 33 “Section VII: Principal terms
CFA Chartered Finance Analyst
Class A class or category of Units, as distinct from another class or category of

Units, wherein each Unit of one particular class or category represents
identical rights and interest vis-à-vis Scheme I, and is distinct from the
rights and interest of the other class(es) or categories of Units vis-à-vis
Scheme I.
Class A Unit Holders has the meaning given to it in Clause 3 “Section VII: Principal terms of
Scheme I” of this Memorandum
Class A Units has the meaning given to it in Clause 3 “Section VII: Principal terms of
Class B Unit Holders has the meaning given to it in Clause 3 “Section VII: Principal terms of
Class B Units has the meaning given to it in Clause 3 “Section VII: Principal terms of
Class C Unit Holders has the meaning given to it in Clause 3 “Section VII: Principal terms of
Class C Units has the meaning given to it in Clause 3 “Section VII: Principal terms of
Closing has the meaning given to it in Clause 10 “Section VII: Principal terms
Co-Investors has the meaning given to it in Clause 34 “Section VII: Principal terms
Co-investment has the meaning given to it in Clause 34 “Section VII: Principal terms
Competitive Offer has the meaning given to it in “Section XI: Legal, Regulatory, And Tax
Term Meaning
Consolidation Trigger has the meaning given to it in “Section XI: Legal, Regulatory, And Tax
Continuing Commitment has the meaning given to it in Clause 6 “Section VII: Principal terms of
Contracted IRR has the meaning given to it in Clause 11 0 “Section VII: Principal terms
Contribution Agreement One or more contribution agreements to be executed between inter alia a
Unit Holder, the Trustee and the Investment Manager, to govern inter
alia: (a) the making of Capital Commitments by the respective Unit
Holders to Scheme I; (b) the acceptance of Capital Contributions and
disbursal of the returns or proceeds thereon; (c) the investment of the
Capital Contributions in the Portfolio Investments in accordance with the
Investment Objectives and Strategy; (d) distributions of the returns or
proceeds from the Investments; and I other conditions relating to the
operations of Scheme I.
Control (including, with as applied to any Person, the power or right to, directly or indirectly (i)
correlative meanings, the direct or cause the direction of the management of that Person (ii) direct
terms “Controlling”, or cause the direction of the policy decisions exercisable by that Person
“Controlled by” and or (iii) nominate for appointment the majority of the directors on the board
“under common Control of directors (or an analogous governing body in case the Person is not a
with”) company) of that Person, by virtue of ownership or by virtue of receiving
the economic benefit of ownership of voting securities or management
rights or contract or in any other manner, or (iv) receive a majority of the
economic benefit or own a majority of the capital of a Person.
Control Trigger has the meaning given to it in “Section XI: Legal, Regulatory, And Tax
Default Cure Period has the meaning given to it in Clause 15 “Section VII: Principal terms
Defaulting Unit Holder has the meaning given to it in Clause 15 “Section VII: Principal terms
Default Interest has the meaning given to it in Clause 15 “Section VII: Principal terms
DGM Deputy General Manager
Disabling Conduct has the meaning given to it in Clause 33 0 “Section VII: Principal terms
Drawdown Due Date has the meaning given to it in Clause 12 “Section VII: Principal terms
Drawdown Notice has the meaning given to it in Clause 12 “Section VII: Principal terms
DTC Direct tax code
Eligible Person shall mean: (a) any Person who is sophisticated investor but does not
include: (i) any Person, who cannot acquire or hold Units without being in
Term Meaning
breach of any law or requirement of India or laws applicable to them; or
(ii) any custodian, nominee or trustee for any Person described in sub-
paragraph (i) above and (b) the investors who are eligible to make a
Capital Contribution to Scheme I and/or to hold the Units in accordance
with the Applicable Law, and shall include such persons resident outside
India as defined under the Foreign Exchange Management Act, 1999.
EPBG export performance bank guarantee
Excluded Investor has the meaning given to it in Clause 13 “Section VII: Principal terms
Excused Investor has the meaning given to it in Clause 13 “Section VII: Principal terms
Fair Value has the meaning given to it in Clause 11 “Section VII: Principal terms
FCA fellow chartered accountant
FCF Free cash flow
FDI foreign direct investment
FEMA Master Direction has the meaning given to it in “Section XI: Legal, Regulatory, And Tax
FEMA Reporting FEMA (Mode of Payment and Reporting of Non- Debt Instruments)
Regulations Regulations, 2019
FEMA Rules the Foreign Exchange Management (Non-debt Instruments) Rules, 2019
Final Closing has the meaning given to it in Clause 10 “Section VII: Principal terms
FMV Fair market value
Follow-on- Investments has the meaning given to it in Clause 12 0 “Section VII: Principal
terms of Scheme I” of this Memorandum
FRM financial risk manager
Fund Emerging India Credit Opportunities Fund, a contributory determinate

trust registered as a Category II AIF under the AIF Regulations.
Fund Term has the meaning given to it in Clause 7 “Section VII: Principal terms of
FVCI has the meaning given to it in “Section XI: Legal, Regulatory, And Tax
GAAR has the meaning given to it in “Section XI: Legal, Regulatory, And Tax
Giveback Proceedings has the meaning given to it in Clause 31 “Section VII: Principal terms
Term Meaning
GST Goods and Services Tax
IBC the Insolvency and Bankruptcy Code, 2016
IBP Investec Bank plc
ICDR Regulations the SEBI (Issue of Capital and Disclosure Requirements Regulations),
2018, as amended from time to time
ICFAI Institute of Chartered Financial Analysts of India
IIM Indian Institute of Management
Indemnified Person has the meaning given to it in Clause 14 0 “Section VII: Principal
terms of Scheme I” of this Memorandum
Indenture The indenture of trust executed by and between the Settlor and the
Trustee with regard to the Fund and registered with the sub-registrar,
including all supplements, addendums and amendments thereto.
Initial Closing has the meaning given to it in Clause 10 0 “Section VII: Principal terms
Initial Trigger has the meaning given to it in “Section XI: Legal, Regulatory, And Tax
Considerations” of this Memorandum. under the sub-heading
“Prevention of Money Laundering”
INR or Rupees Indian rupee
Insider Trading has the meaning given to it in “Section XI: Legal, Regulatory, And Tax
Regulations Considerations” of this Memorandum
Interested Parties has the meaning given to it in “Section IX: Conflicts of Interest” of this
Memorandum
Investec Group the Investment Manager and/or its Affiliates
Investible Funds Corpus of Scheme I net of estimated expenditure for administration and
management of Scheme I.
Investment Advisers has the meaning given to it in “Section XI: Legal, Regulatory, And Tax
Regulations Considerations” of this Memorandum
Investment Management The investment management agreement entered into between the
Agreement Trustee and the Investment Manager, including all supplements,
addendums and amendments thereto.
Investment Manager or Investec Capital Services (India) Private Limited

Investec India
Investment Manager has the meaning given to it in Clause 22 “Section VII: Principal terms
Expenses of Scheme I” of this Memorandum
Investment Objective and has the meaning given to it in “Section III: Investment Strategy and
Strategy Process” of this Memorandum
Term Meaning
Investment Period has the meaning given to it in Clause 8 “Section VII: Principal terms of
Investment Team has the meaning given to it in “Section V: Governance Structure” of

this Memorandum
Investments Portfolio Investments and Temporary Investments, collectively.
Investors has the meaning given to it in Clause 3 “Section VII: Principal terms of
IPO Initial public offering
IRFC Indian Railway Finance Corporation Limited
ITA has the meaning given to it in “Section XI: Legal, Regulatory, And Tax
Key Person has the meaning given to it in Clause 32 “Section VII: Principal terms
Key Person Event has the meaning given to it in Clause 32 “Section VII: Principal terms
LLP Act means the Indian Limited Liability Partnership Act, 2008
Losses has the meaning given to it in Clause 14 0 “Section VII: Principal terms
M&A Merger and Acquisition
Majority-in-Interest Such number of Unit Holders (other than Defaulting Unit Holder) whose
Capital Contributions in aggregate more than 50% or such other
specified percentage of the Aggregate Capital Contributions received
from the Unit Holders.
Management Fees has the meaning given to it in Clause 17 “Section VII: Principal terms
MBA Masters in Business Administration
Minimum Sponsor Co- has the meaning given to it in Clause 34 “Section VII: Principal terms
investment of Scheme I” of this Memorandum
Memorandum this confidential private placement memorandum, as amended or

supplemented from time to time
MLI has the meaning given to it in “Section XI: Legal, Regulatory, And Tax
MMR has the meaning given to it in “Section XI: Legal, Regulatory, And Tax
NCLT the national company law tribunal

Term Meaning
Neighbouring Country has the meaning given to it in “Section XI: Legal, Regulatory, And Tax
Net Distributable Cash has the meaning given to it in Clause 25 “Section VII: Principal terms
Net Drawndown Capital has the meaning given to it in Clause 17 “Section VII: Principal terms
Non Resident Indian has the meaning given to it under FEMA Rules
Operating Expenses has the meaning given to it in Clause 21 “Section VII: Principal terms
p.a. per annum
Parallel Vehicle has the meaning given to it in Clause 35 “Section VII: Principal terms
PGDBA Post Graduate Diploma in Business Analytics
Permitted Payments has the meaning given to it in Clause 12 “Section VII: Principal terms
Person shall include an individual (in case of an individual being over the age of
18 years or a legal guardian of a minor) , banks, insurance companies,
Body Corporate, estates, family offices, non-banking finance companies,
societies, Hindu undivided family, corporation, partnership (whether
limited or unlimited), limited liability company, body of individuals,
association, trust, proprietorship, AIF, foreign portfolio investor,
institutional investor, Feeder Fund or any other institution, entity or
organization, whether Indian or foreign, whether incorporated or not,
including a Government or an agency or instrumentality thereof, and,
where the context so requires, includes a reference to such Person’s,
executors, administrators, successors, nominees, trustees, custodian,
substitutes (including persons taking by novation) and permitted assigns.
PMLA has the meaning given to it in “Section XI: Legal, Regulatory, And Tax
PMLA Amendment Act has the meaning given to it in “Section XI: Legal, Regulatory, And Tax
POEM has the meaning given to it in “Section XI: Legal, Regulatory, And Tax
POEM Guideline has the meaning given to it in “Section XI: Legal, Regulatory, And Tax
Portfolio Investment shall mean an investment made by Scheme I in a Portfolio Vehicle

(excluding Temporary Investments). For avoidance of doubt, in case the
Portfolio Vehicle has issued more than one tranche of investment
instrument as part of the same investment opportunity, of which Scheme
I has invested in one or more of such tranches but not all such tranches,
Portfolio Investment will refer to the tranche(s) in which Scheme I has
invested.
Term Meaning
Portfolio Vehicle shall mean such company, special purpose vehicle, limited liability
partnership (if permitted), body corporate or other permissible
entity/enterprise in which Scheme I is permitted to invest (whether by
means of subscription, purchase or otherwise) in accordance with its
investment policy, either directly or indirectly, through any suitable
vehicle incorporated or structure setup in any jurisdiction.
PPP Public private partnership
Preferred Return shall mean the pre-tax internal rate of return (computed using the “XIRR”
function in the software called “Microsoft Excel”) on Capital Contributions
of the Contributors, on an annualized basis. The Preferred Return for
each Sub-class of Class A Units and Class B Units shall be as set out in
the table in Clause 3 of “Section VII: Principal terms of Scheme I”
P&L profit and loss
QIB has the meaning given to it in “Section XI: Legal, Regulatory, And Tax
QIP qualified institutions placement
RBI Reserve Bank of India
Returned Capital has the meaning given to it in Clause 25 “Section VII: Principal terms
Contribution of Scheme I” of this Memorandum
SBLC standby letter of credit
Scheme Documents has the meaning given to it in Clause 40 “Section VII: Principal terms
Scheme I Emerging India Credit Opportunities Fund I, the first Scheme of the Fund
Schemes Schemes launched by the Trustee, in consultation with the Investment

Manager, under the Trust
SCRA has the meaning given to it in “Section XI: Legal, Regulatory, And Tax
SEBI The Securities and Exchange Board of India, established under the
Securities and Exchange Board of India Act, 1992.
SEBI ACT SEBI Act, 1992, as amended from time to time
Settlor Investec Capital Services (India) Private Limited
Set-Up Costs has the meaning given to it in Clause 21 “Section VII: Principal terms
Specified Funds has the meaning given to it in “Section XI: Legal, Regulatory, And Tax
Sponsor Investec Capital Services (India) Private Limited

Term Meaning
Sponsor Co-investor has the meaning given to it in Clause 34 “Section VII: Principal terms
Sponsor Commitment has the meaning given to it in Clause 6 “Section VII: Principal terms of
STT securities transaction tax
Sub-class A sub-class of a particular Class, as distinct from another sub-class of

the same Class, wherein each Unit of a sub-class represents identical
rights and interest in that sub-class (and a reference to a Class includes
all Sub-classes in such Class).
Successor Funds has the meaning given to it in Clause 36 “Section VII: Principal terms
Takeover Code means the Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011, as amended
from time to time
Tax Treaty has the meaning given to it in “Section XI: Legal, Regulatory, And Tax
Temporary Investments has the meaning given to it in Clause 29 “Section VII: Principal terms
Term has the meaning given to it in Clause 7 “Section VII: Principal terms of
Time Devotion Covenant has the meaning given to it in Clause 32 “Section VII: Principal terms
Transaction has the meaning given to it in “Section XI: Legal, Regulatory, And Tax
TRC Tax residency certificate
Trustee Vistra ITCL (India) Limited
Trusteeship Fees has the meaning given to it in Clause 18 “Section VII: Principal terms
Undrawn Commitment With respect to each Unit Holder at any point in time: the amount of such
Unit Holder’s Capital Commitment: (a) decreased by the Aggregate
Capital Contributions of such Unit Holder, and (b) increased in the
manner provided in the Contribution Agreement.
Unit Holders has the meaning given to it in Clause 3 “Section VII: Principal terms of
Units has the meaning given to it in Clause 3 “Section VII: Principal terms of
US$/ USD United States dollar

Term Meaning
Voluntary Offer has the meaning given to it in “Section XI: Legal, Regulatory, And Tax
Voluntary Offer has the meaning given to it in “Section XI: Legal, Regulatory, And Tax
Warehoused Investment has the meaning given to it in Clause 9 “Section VII: Principal terms of
Cost Scheme I” of this Memorandum
Warehoused Investments has the meaning given to it in Clause 9 “Section VII: Principal terms of
Warehousing Vehicle has the meaning given to it in Clause 9 “Section VII: Principal terms of
SECTION XVI: SUPPLEMENTARY INFORMATION
CERTAIN OFFERING NOTICES
NOTICE TO UNITED ARAB EMIRATES (“UAE”) INVESTORS
THIS MEMORANDUM IS BEING FURNISHED FOR INFORMATIONAL PURPOSES ONLY, AND

DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY,
ANY SECURITIES. THIS MEMORANDUM HAS NOT BEEN APPROVED OR LICENSED BY THE
UAE CENTRAL BANK, THE UAE SECURITIES AND COMMODITIES AUTHORITY (“SCA”), THE
DUBAI FINANCIAL SERVICES AUTHORITY (“DFSA”), THE FINANCIAL SERVICES REGULATORY
AUTHORITY (“FSRA”) OR ANY OTHER RELEVANT LICENSING AUTHORITIES IN THE UAE. THIS
INFORMATION IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED AS, A
PROSPECTUS, A PUBLIC OFFERING, OR AN OFFERING MEMORANDUM AS DEFINED UNDER
APPLICABLE UAE SECURITIES REGULATIONS. THIS MEMORANDUM IS BEING ISSUED TO A
LIMITED NUMBER OF PERSONS IN THE UAE WHO (A) FALL WITHIN THE EXCEPTIONS OF THE
SCA BOARD OF DIRECTORS’ DECISION NO. (9/R.M.) OF 2016, THE SCA CHAIRMAN’S
DECISION NO. (3/R.M.) OF 2017, AND THE SCA BOARD OF DIRECTORS RESOLUTION (NO. 37)
OF 2019; AND (B) UPON THEIR REQUEST AND CONFIRMATION UNDERSTAND THAT THE
SCHEME I HAS NOT BEEN APPROVED OR LICENSED BY OR REGISTERED WITH THE UAE
CENTRAL BANK, THE SCA, DFSA, FSRA, OR ANY OTHER RELEVANT LICENSING
AUTHORITIES OR GOVERNMENTAL AGENCIES IN THE UAE; OR (C) TO THE NAMED
ADDRESSEE ONLY WHO HAS SPECIFICALLY REQUESTED IT, AND SHOULD NOT BE GIVEN
OR SHOWN TO ANY OTHER PERSON (OTHER THAN EMPLOYEES, AGENTS, OR
CONSULTANTS IN CONNECTION WITH THE ADDRESSEE’S CONSIDERATION THEREOF), AND
MUST NOT BE PROVIDED TO ANY PERSON OTHER THAN THE ORIGINAL RECIPIENT, AND
NOT BE REPRODUCED OR USED FOR ANY OTHER PURPOSE.
NOTICE TO CANADIAN INVESTORS
IN CANADA, THE DISTRIBUTION OF THIS MEMORANDUM AND ANY OTHER DOCUMENT

RELATING TO THE DISTRIBUTION OR MARKETING OF SCHEME I, IS MADE AND WILL BE
MADE ONLY TO ACCREDITED INVESTORS (AS DEFINED IN NATIONAL INSTRUMENT 45-106 –
PROSPECTUS EXEMPTIONS) WHO ARE PERMITTED CLIENTS (AS DEFINED IN NATIONAL
INSTRUMENT 31-103 - REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING
REGISTRANT OBLIGATIONS).
SECURITIES LEGISLATION IN CERTAIN PROVINCES OR TERRITORIES OF CANADA MAY

PROVIDE AN INVESTOR WITH REMEDIES FOR RESCISSION OR DAMAGES IF THE
MEMORANDUM (INCLUDING ANY AMENDMENT THERETO) CONTAINS A
MISREPRESENTATION, PROVIDED THAT THE REMEDIES FOR RESCISSION OR DAMAGES
ARE EXERCISED BY THE INVESTOR WITHIN THE TIME LIMIT PRESCRIBED BY THE
SECURITIES LEGISLATION OF THE INVESTOR’S PROVINCE OR TERRITORY. THE INVESTOR
SHOULD REFER TO ANY APPLICABLE PROVISIONS OF THE SECURITIES LEGISLATION OF
THE INVESTOR’S PROVINCE OR TERRITORY FOR PARTICULARS OF THESE RIGHTS OR
CONSULT WITH A LEGAL ADVISOR.
NOTICE TO AUSTRALIAN INVESTORS
SCHEME I IS NOT, AND IS NOT REQUIRED TO BE, A REGISTERED FOREIGN BODY

CORPORATE IN AUSTRALIA, AND THIS MEMORANDUM IS NOT A PROSPECTUS OR A
PRODUCT DISCLOSURE STATEMENT, FOR THE PURPOSES OF CHAPTER 6D OR CHAPTER 7
OF THE CORPORATIONS ACT 2001 (CTH) (THE “AUSTRALIAN CORPORATIONS ACT”). IT IS
NOT REQUIRED TO, AND DOES NOT, CONTAIN ALL THE INFORMATION WHICH WOULD BE
REQUIRED IN A PROSPECTUS OR A PRODUCT DISCLOSURE DOCUMENT. IT IS NOT LODGED
OR REQUIRED TO BE LODGED WITH THE AUSTRALIAN SECURITIES AND INVESTMENTS
COMMISSION. THE PROVISION OF THIS MEMORANDUM TO ANY PERSON DOES NOT
CONSTITUTE AN OFFER OF UNITS TO THAT PERSON OR AN INVITATION TO THAT PERSON
TO APPLY FOR UNITS OF SCHEME I. UNITS WILL ONLY BE OFFERED IN AUSTRALIA TO
PERSONS WHO ARE A SOPHISTICATED OR PROFESSIONAL INVESTOR FOR THE PURPOSES
OF SECTION 708 OF THE AUSTRALIAN CORPORATIONS ACT, A WHOLESALE CLIENT FOR
THE PURPOSES OF SECTION 761G OR 761GA OF THE AUSTRALIAN CORPORATIONS ACT,
AND A PERSON WHOSE ORDINARY BUSINESS IS TO BUY OR SELL SHARES, DEBENTURES,
OR INTERESTS IN MANAGED INVESTMENT SCHEMES, AS PRINCIPAL OR AGENT. THIS
MEMORANDUM IS NOT INTENDED TO BE DISTRIBUTED OR PASSED ON, DIRECTLY OR
INDIRECTLY, TO ANY OTHER CLASS OF PERSONS IN AUSTRALIA. UNITS SUBSCRIBED FOR
BY INVESTORS IN AUSTRALIA MUST NOT BE OFFERED FOR RESALE IN AUSTRALIA FOR 12
MONTHS FROM ALLOTMENT EXCEPT IN CIRCUMSTANCES WHERE THE INVESTOR IS ALSO
A SOPHISTICATED OR PROFESSIONAL INVESTOR AND WHOLESALE CLIENT AND
DISCLOSURE TO THAT INVESTOR UNDER THE AUSTRALIAN CORPORATIONS ACT WOULD
NOT BE REQUIRED. SCHEME I DOES NOT HOLD AN AUSTRALIAN FINANCIAL SERVICES
LICENSE. THE INFORMATION IN THIS MEMORANDUM HAS BEEN PREPARED FOR
INFORMATION PURPOSES AND SETS OUT INFORMATION RELATING TO THE OFFER OF
UNITS. IT DOES NOT TAKE INTO ACCOUNT ANY INVESTOR’S INVESTMENT OBJECTIVES,
FINANCIAL SITUATION OR PARTICULAR NEEDS. PROSPECTIVE INVESTORS IN AUSTRALIA
SHOULD, BEFORE ACTING ON THE INFORMATION IN THIS MEMORANDUM, CONSIDER ITS
APPROPRIATENESS HAVING REGARD TO THEIR INVESTMENT OBJECTIVES, FINANCIAL
SITUATION AND NEEDS AND CONFER WITH THEIR PROFESSIONAL ADVISORS IF IN ANY
DOUBT ABOUT THEIR POSITION.
THIS MEMORANDUM HAS NOT BEEN PREPARED SPECIFICALLY FOR AUSTRALIAN

INVESTORS. IT MAY CONTAIN REFERENCES TO DOLLAR AMOUNTS WHICH ARE NOT
AUSTRALIAN DOLLARS, MAY CONTAIN FINANCIAL INFORMATION WHICH IS NOT PREPARED
IN ACCORDANCE WITH AUSTRALIAN LAW OR PRACTICES, MAY NOT ADDRESS RISKS
ASSOCIATED WITH INVESTMENT IN FOREIGN CURRENCY DENOMINATED INVESTMENTS
AND DOES NOT ADDRESS AUSTRALIAN TAX ISSUES.
ANY ADVICE CONTAINED IN THIS MEMORANDUM IS PROVIDED BY SCHEME I. SCHEME I

DOES NOT HOLD AN AUSTRALIAN FINANCIAL SERVICES LICENSE WHICH AUTHORIZES IT TO
PROVIDE FINANCIAL PRODUCT ADVICE IN RELATION TO THE UNITS OF SCHEME I. NO
COOLING OFF REGIME APPLIES TO AN ACQUISITION OF SCHEME I’S INTERESTS.
CERTAIN U.S SECURITIES LEGENDS
THIS DRAFT CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM (THE “MEMORANDUM”) IS

BEING CIRCULATED ON A CONFIDENTIAL BASIS TO A LIMITED NUMBER OF SOPHISTICATED
PROSPECTIVE INVESTORS FOR PURPOSES OF EVALUATING AN INVESTMENT IN SCHEME I.
THIS MEMORANDUM AND THE INFORMATION CONTAINED HEREIN MAY NOT BE
REPRODUCED OR DISTRIBUTED, NOR MAY ITS CONTENTS BE DISCLOSED, TO PERSONS
WHO ARE NOT DIRECTLY INVOLVED WITH THE PROSPECTIVE INVESTOR’S DECISION
REGARDING THE PURCHASE OF UNITS WITHOUT THE PRIOR WRITTEN CONSENT OF THE
INVESTMENT MANAGER OF SCHEME I. BY ACCEPTING DELIVERY OF THIS MEMORANDUM,
EACH PROSPECTIVE INVESTOR AGREES TO THE FOREGOING.
THE FOREGOING SHALL NOT LIMIT THE DISCLOSURE OF THE TAX TREATMENT OR TAX
STRUCTURE OF SCHEME I. AS USED IN THIS PARAGRAPH, THE TERM “TAX TREATMENT”
REFERS TO THE PURPORTED OR CLAIMED U.S. FEDERAL INCOME TAX TREATMENT AND
THE TERM “TAX STRUCTURE” REFERS TO ANY FACT THAT MAY BE RELEVANT TO
UNDERSTANDING THE PURPORTED OR CLAIMED U.S. FEDERAL INCOME TAX TREATMENT,
PROVIDED THAT, FOR THE AVOIDANCE OF DOUBT, (A) EXCEPT TO THE EXTENT
OTHERWISE ESTABLISHED IN PUBLISHED GUIDANCE BY THE U.S. INTERNAL REVENUE
SERVICE, TAX TREATMENT AND TAX STRUCTURE SHALL NOT INCLUDE (I) THE NAME OF,
CONTACT INFORMATION FOR, OR ANY OTHER SIMILAR IDENTIFYING INFORMATION
REGARDING SCHEME I OR ANY OF ITS RESPECTIVE INVESTMENTS (INCLUDING THE NAMES
OF ANY EMPLOYEES OR AFFILIATES THEREOF), (II) ANY PERFORMANCE INFORMATION
RELATING TO THE SCHEME I, AND (III) ANY OTHER INFORMATION NOT RELATED TO THE
TAX STRUCTURE OR TAX TREATMENT OF SCHEME I, AND (B) NOTHING IN THIS PARAGRAPH
SHALL LIMIT THE ABILITY OF A PROSPECTIVE INVESTOR TO MAKE ANY DISCLOSURE TO
THE INVESTOR’S TAX ADVISORS OR TO THE U.S. INTERNAL REVENUE SERVICE OR ANY
OTHER TAXING AUTHORITY.
THE FUND IS REGISTERED WITH SEBI AS A CATEGORY II AIF UNDER THE AIF
REGULATIONS. UNITS MENTIONED HEREIN ARE NOT BEING OFFERED FOR SALE OR
SUBSCRIPTION, BUT ARE BEING PRIVATELY PLACED ONLY WITH A LIMITED NUMBER OF
ELIGIBLE INVESTORS WHO FULFILL THE CRITERION FOR SUBSCRIPTION TO SUCH UNITS
OF SCHEME I. UNITS OF SCHEME I HAVE NOT BEEN RECOMMENDED BY SEBI OR ANY
OTHER REGULATORY AUTHORITY. THIS MEMORANDUM IS BEING CIRCULATED ON A
RESTRICTED AND CONFIDENTIAL BASIS AND IS SUBJECT TO CORRECTION, UPDATING,
COMPLETION AND AMENDMENT AND IS SUBJECT TO ANY COMMENTS RECEIVED FROM
SEBI. NO GOVERNMENTAL AUTHORITY HAS CONFIRMED THE ACCURACY OR DETERMINED
THE ADEQUACY OF THIS MEMORANDUM. THIS MEMORANDUM HAS BEEN PREPARED ON
THE ASSUMPTION THAT THE LEGAL AND TAX STRUCTURE REQUIRED TO CONDUCT THE
ACTIVITIES OF SCHEME I HAVE BEEN FULLY IMPLEMENTED AND THAT ALL REQUISITE
LEGAL, REGULATORY, TAX AND OTHER CLEARANCES HAVE BEEN OBTAINED BY THE
SPONSOR, INVESTMENT MANAGER AND THEIR AFFILIATES (AS RELEVANT).
SCHEME I IS EXPECTED TO MAKE INVESTMENT IN PORTFOLIO ENTITIES IN INDIA.

HOWEVER, NO ASSURANCE CAN BE GIVEN THAT SCHEME I’S OBJECTIVES WILL BE
ACHIEVED. PROSPECTIVE INVESTORS SHOULD BEAR IN MIND THAT NOTHING CONTAINED
HEREIN SHOULD BE DEEMED TO BE A PREDICTION OR PROJECTION OF FUTURE
PERFORMANCE OF THE SCHEME I. PROSPECTIVE INVESTORS SHOULD BEAR IN MIND THAT
THE RISK OF LOSS ACCOMPANIES THE POTENTIAL FOR GAINS ON INVESTMENTS MADE BY
THE SCHEME I. PROSPECTIVE INVESTORS SHOULD HAVE THE FINANCIAL ABILITY AND
WILLINGNESS TO ACCEPT THE RISKS AND LACK OF LIQUIDITY, WHICH ARE
CHARACTERISTICS OF THE INVESTMENTS DESCRIBED HEREIN. THERE WILL BE NO PUBLIC
MARKET FOR THE UNITS (AS APPLICABLE) OF SCHEME I AND SUCH UNITS (AS APPLICABLE)
WILL NOT, SUBJECT TO CERTAIN LIMITED EXCEPTIONS, BE TRANSFERABLE.
IN MAKING AN INVESTMENT DECISION, PROSPECTIVE INVESTORS MUST RELY ON THEIR

OWN EXAMINATION OF SCHEME I (AS APPLICABLE) AND THE TERMS OF THE OFFERING,
INCLUDING THE MERITS AND RISKS INVOLVED.
THE UNITS HAVE NOT BEEN RECOMMENDED, APPROVED OR DISAPPROVED BY ANY U.S.
FEDERAL OR STATE OR ANY NON-U.S. SECURITIES COMMISSION OR REGULATORY
AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE
ACCURACY OR DETERMINED THE ADEQUACY OF THIS MEMORANDUM. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.THE UNITS ARE NOT
PROTECTED BY ANY STATUTORY COMPENSATION ARRANGEMENT IN THE EVENT OF THE
SCHEME I’S FAILURE. SCHEME I IS ALSO SUBJECT TO THE LAWS OF THE REPUBLIC OF
INDIA RELATING TO ANTI-MONEY LAUNDERING COMPLIANCE, AND FURTHER, TO
PROVISIONS ON EXCHANGE OF INFORMATION CONTAINED IN THE LAWS OF INDIA AND
TREATIES TO WHICH INDIA IS A PARTY. THERE CAN BE NO ASSURANCE THAT SUCH RULES
WILL NOT REQUIRE VARIOUS UNITHOLDERS DISCLOSURES TO, AMONGST OTHERS,
GOVERNMENTAL AUTHORITIES. FURTHERMORE, NO REGULATORY OR GOVERNMENTAL
AUTHORITY HAS CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS
MEMORANDUM AND ANY REPRESENTATION TO THE CONTRARY COULD CONSTITUTE A
CRIMINAL OFFENSE UNDER APPLICABLE INDIAN LAWS.
IF ANY PERSON INVESTS IN SCHEME I IN VIOLATION OF APPLICABLE LAWS OR THIS

MEMORANDUM, AS DETERMINED BY THE INVESTMENT MANAGER OF THE SCHEME I, AS
APPLICABLE, SUCH PERSON MAY BE REQUIRED TO WITHDRAW OR TRANSFER ITS
INVESTMENT ON A COMPULSORY BASIS AND MAY BE SUBJECT TO OTHER REMEDIES AND
SANCTIONS.
SCHEME I WILL NOT BE REGISTERED AS AN INVESTMENT COMPANY UNDER THE U.S.

INVESTMENT COMPANY ACT OF 1940, AS AMENDED. THIS OFFERING OF UNITS HAS NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR OTHER SECURITIES LAWS OR THE
LAWS OF ANY NON-U.S. JURISDICTION. THE UNITS WILL BE OFFERED AND SOLD FOR
INVESTMENT ONLY TO QUALIFYING RECIPIENTS OF THIS MEMORANDUM PURSUANT TO
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
COMPLIANCE WITH THE APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER
JURISDICTIONS WHERE THE OFFERING WILL BE MADE. THERE WILL BE NO PUBLIC MARKET
FOR THE UNITS, AND THERE IS NO OBLIGATION ON THE PART OF ANY PERSON TO
REGISTER THE UNITS UNDER THE SECURITIES ACT OR ANY SUCH OTHER LAWS OR TO
LIST THE UNITS ON ANY EXCHANGE.
THE UNITHOLDERS SHOULD BEAR IN MIND THAT UNITS ARE SUBJECT TO RESTRICTIONS
ON TRANSFER, SALE, REVOCATION AND REDEMPTION CONTAINED IN THE SCHEME I
DOCUMENTS AND UNDER APPLICABLE LAW.
THE UNITS (AS APPLICABLE) MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS

PERMITTED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE OR NON-U.S.
SECURITIES LAWS, PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM.
THE TRANSFERABILITY OF THE UNITS WILL BE FURTHER RESTRICTED BY THE TERMS OF

THE SCHEME DOCUMENTS.
THE UNITS (AS APPLICABLE) ARE OFFERED SUBJECT TO PRIOR SALE, AND ANY
SUBSCRIPTION FOR THE UNITS (AS APPLICABLE) BY A PROSPECTIVE INVESTOR MAY BE
REJECTED, IN WHOLE OR IN PART. AN INVESTMENT IN THE UNITS (AS APPLICABLE) WILL
INVOLVE SIGNIFICANT RISKS DUE, AMONG OTHER THINGS, TO THE NATURE OF THE
INVESTMENTS, AND THERE CAN BE NO ASSURANCE THAT THE SCHEME I’S RATE OF
RETURN OBJECTIVES WILL BE REALIZED OR THAT THERE WILL BE ANY RETURN OF
CAPITAL. SEE “SECTION X: RISK FACTORS.” INVESTORS SHOULD HAVE THE FINANCIAL
ABILITY AND WILLINGNESS TO ACCEPT THE RISKS AND LACK OF LIQUIDITY THAT ARE
CHARACTERISTIC OF THE INVESTMENT DESCRIBED HEREIN. INVESTORS IN THE SCHEME I
MUST BE PREPARED TO BEAR SUCH RISKS FOR AN INDEFINITE PERIOD OF TIME.
PROSPECTIVE INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS

MEMORANDUM AS LEGAL, TAX, INVESTMENT OR OTHER ADVICE. EACH PROSPECTIVE
INVESTOR SHOULD MAKE ITS OWN INQUIRIES AND CONSULT ITS ADVISORS AS TO
SCHEME I AND THIS OFFERING AND AS TO LEGAL, TAX, FINANCIAL AND OTHER RELEVANT
MATTERS CONCERNING AN INVESTMENT IN THE UNITS AND THE SUITABILITY OF THE
INVESTMENT FOR SUCH INVESTOR.
PROSPECTIVE INVESTORS IN SCHEME I ARE NOT BEING OFFERED ANY GUARANTEED OR
ASSURED RETURNS. INVESTMENTS BY SCHEME I ARE SUBJECT TO MARKET RISKS AND
THERE IS NO ASSURANCE OR GUARANTEE THAT THE OBJECTIVES OF SCHEME I WILL BE
ACHIEVED. IN CONSIDERING THE PRIOR PERFORMANCE INFORMATION CONTAINED
HEREIN, PROSPECTIVE INVESTORS SHOULD BEAR IN MIND THAT PAST PERFORMANCE IS
NOT NECESSARILY INDICATIVE OF FUTURE RESULTS, AND THERE CAN BE NO ASSURANCE
THAT SCHEME I WILL ACHIEVE COMPARABLE RESULTS.
CERTAIN INFORMATION CONTAINED IN THIS MEMORANDUM CONSTITUTES “FORWARD-

LOOKING STATEMENTS,” WHICH CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING
TERMINOLOGY SUCH AS “MAY,” “WILL,” “SHOULD,” “EXPECT,” “ANTICIPATE,” “PROJECT,”
“ESTIMATE,” “INTEND,” “CONTINUE” OR “BELIEVE” OR THE NEGATIVES THEREOF OR OTHER
VARIATIONS THEREON OR OTHER COMPARABLE TERMINOLOGY. DUE TO VARIOUS RISKS
AND UNCERTAINTIES, INCLUDING THOSE DESCRIBED IN THIS MEMORANDUM, ACTUAL
EVENTS OR RESULTS OR THE ACTUAL PERFORMANCE OF SCHEME I MAY DIFFER
MATERIALLY FROM THOSE REFLECTED OR CONTEMPLATED IN SUCH FORWARD-LOOKING
STATEMENTS. NO REPRESENTATION OR WARRANTY IS MADE AS TO FUTURE
PERFORMANCE OR SUCH FORWARD-LOOKING STATEMENTS.
THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE

OR OTHER JURISDICTION TO ANY PERSON OR ENTITY TO WHICH IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION IN SUCH STATE OR JURISDICTION. THE TERMS OF THE
OFFERING AND UNITS (AS APPLICABLE) DESCRIBED HEREIN MAY BE MODIFIED AT ANY
TIME. IN THE EVENT THAT THE DESCRIPTIONS OR TERMS IN THIS MEMORANDUM ARE
INCONSISTENT WITH OR CONTRARY TO SCHEME DOCUMENTS, AS APPLICABLE TO THE
INVESTORS (WHICH ARE AVAILABLE TO PROSPECTIVE INVESTORS), SHALL CONTROL.
NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THIS OFFERING TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN AS CONTAINED IN THIS
MEMORANDUM AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION NOT
CONTAINED HEREIN OR THEREIN MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY SCHEME I. UNLESS OTHERWISE STATED HEREIN ALL INFORMATION
CONTAINED IN THIS MEMORANDUM HAS BEEN COMPILED AS OF [JULY 31, 2021] UNLESS
OTHERWISE SPECIFIED. UNLESS OTHERWISE STATED HEREIN, AND NEITHER THE
DELIVERY OF THIS MEMORANDUM AT ANY TIME, NOR ANY SALE HEREUNDER, SHALL
UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO SUCH DATE. THE
INFORMATION IN THIS MEMORANDUM IS SUBJECT TO CHANGE WITHOUT NOTICE. SCHEME
I DO NOT ACCEPT ANY OBLIGATION TO UPDATE THIS MEMORANDUM. CERTAIN ECONOMIC
AND MARKET INFORMATION CONTAINED HEREIN HAS BEEN OBTAINED FROM PUBLISHED
SOURCES PREPARED BY OTHER PARTIES. WHILE SUCH SOURCES ARE BELIEVED TO BE
RELIABLE, SUCH INFORMATION HAS NOT BEEN INDEPENDENTLY VERIFIED AND NONE OF
SCHEME I OR ITS RESPECTIVE AFFILIATES ASSUMES ANY RESPONSIBILITY FOR THE
ACCURACY OR COMPLETENESS OF SUCH INFORMATION. NOTHING IN THIS PARAGRAPH
LIMITS RIGHTS UNDER U.S. FEDERAL OR STATE SECURITIES LAWS OR OTHER RIGHTS
THAT CANNOT BE WAIVED BY PRIVATE CONTRACT.
INVESTORS SHOULD NOTE THAT, TO THE MAXIMUM EXTENT PERMITTED UNDER

APPLICABLE LAW, INCLUDING THE AIF REGULATIONS, THE US$, AND NOT THE INR,
NUMBERS WILL PREVAIL IN CASE OF A CONFLICT BETWEEN THE TWO NUMBERS.
NOTICE TO FLORIDA INVESTORS

PURCHASERS OF SECURITIES THAT ARE EXEMPTED FROM REGISTRATION BY SECTION
517.061(11) OF THE FLORIDA SECURITIES AND INVESTOR PROTECTION ACT HAVE THE
RIGHT TO VOID THEIR PURCHASE WITHIN THREE DAYS AFTER THE FIRST TENDER OF
CONSIDERATION UNLESS SALES ARE MADE TO FEWER THAN FIVE PURCHASERS IN
FLORIDA.
NOTICE TO UNITED KINGDOM INVESTORS
THE CONTENTS OF THIS MEMORANDUM HAVE NOT BEEN APPROVED BY AN AUTHORISED

PERSON UNDER UNITED KINGDOM FINANCIAL SERVICES AND MARKETS ACT, 2000 (“FSMA”)
BUT SUCH APPROVAL IS NOT REQUIRED BECAUSE THIS MEMORANDUM IS ADDRESSED
ONLY TO PERSONS FALLING WITHIN ONE OR MORE OF THE EXEMPTIONS FROM SECTION
21 OF FSMA INCLUDING: (A) AUTHORISED FIRMS UNDER FSMA AND CERTAIN OTHER
INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19 OF THE FSMA (FINANCIAL
PROMOTION) ORDER (THE “FPO”) AND THEIR DIRECTORS, OFFICERS AND EMPLOYEES
ACTING FOR SUCH ENTITIES IN RELATION TO INVESTMENT; (B) HIGH NET WORTH
INDIVIDUALS FALLING WITHIN ARTICLE 48 FPO; (C) HIGH NET WORTH ENTITIES FALLING
WITHIN ARTICLE 49 FPO AND THEIR DIRECTORS, OFFICERS AND EMPLOYEES ACTING FOR
SUCH ENTITIES IN RELATION TO INVESTMENT; (D) SOPHISTICATED INVESTORS FALLING
WITHIN ARTICLE 50 AND 50A FPO; (E) ASSOCIATIONS OF INVESTORS FALLING WITHIN
PARAGRAPHS (B) TO (D) ABOVE IN ACCORDANCE WITH ARTICLE 51 FPO; AND (F) PERSONS
WHO RECEIVE THIS MEMORANDUM OUTSIDE THE UNITED KINGDOM.
THE DISTRIBUTION OF THIS MEMORANDUM IN THE UNITED KINGDOM TO ANYONE NOT

FALLING WITHIN THE ABOVE CATEGORIES IS NOT PERMITTED BY THE MANAGER AND/OR
SPONSOR AND MAY CONTRAVENE FSMA. NO PERSON FALLING OUTSIDE THOSE
CATEGORIES SHOULD TREAT THIS MEMORANDUM AS CONSTITUTING A PROMOTION TO
HIM, OR ACT ON IT FOR ANY PURPOSES WHATEVER. ANY PROSPECTIVE INVESTOR WHO IS
IN ANY DOUBT ABOUT THE CONTENTS OF THIS MEMORANDUM SHOULD CONSULT WITH A
PERSON AUTHORISED UNDER FSMA SPECIALISING IN ADVISING ON INVESTMENTS OF THE
KIND CONTAINED IN THIS MEMORANDUM.
NO PROSPECTUS IS REQUIRED UNDER SECTION 85 FSMA AND ANY OFFER THAT MAY BE
MADE OF INTERESTS IN THE SCHEME I WILL BE:
(i) LIMITED TO FEWER THAN 150 PERSONS IN ANY EEA STATE, IN ADDITION TO
QUALIFIED INVESTORS (AS DEFINED IN ARTICLE 2.1 OF THE EC PROSPECTUS
DIRECTIVE); AND/OR
(ii) MADE ON THE BASIS THAT THE MINIMUM CONSIDERATION PAYABLE BY ANY
INVESTOR IN THE SCHEME I WILL BE NOT LESS THAN €100,000 (OR EQUIVALENT
AMOUNT).
NOTWITHSTANDING THE ABOVE, THIS MEMORANDUM IS PROVIDED ONLY TO

PROSPECTIVE INVESTORS IN THE UK WHO WE HAVE ASSUMED, UNDER THE MARKETS IN
FINANCIAL INSTRUMENTS DIRECTIVE (“MIFID II”) ARE PROFESSIONAL CLIENTS OR ARE
RETAIL CLIENTS CAPABLE OF OPTING UP TO BECOME PROFESSIONAL CLIENTS IN THE UK.
COMMITMENTS BY THE PROSPECTIVE INVESTOR WILL NOT BE PERMITTED TO INVEST IN
THE SCHEME I UNLESS IT IS A PROFESSIONAL CLIENT OR UNTIL IT HAS OPTED UP TO
BECOME A PROFESSIONAL CLIENT IN ACCORDANCE WITH MIFID II.
NOTICE TO SINGAPORE INVESTORS
THIS MEMORANDUM HAS NOT BEEN REGISTERED AND WILL NOT BE REGISTERED AS A
PROSPECTUS WITH THE MONETARY AUTHORITY OF SINGAPORE, AND THE SCHEME I IS
NOT AUTHORIZED OR RECOGNIZED BY THE MONETARY AUTHORITY OF SINGAPORE.
ACCORDINGLY, THIS MEMORANDUM AND ANY OTHER DOCUMENT OR MATERIAL IN
CONNECTION WITH THE OFFER OR SALE, OR INVITATION FOR SUBSCRIPTION OR
PURCHASE, OF UNITS IN THE SCHEME I MAY NOT BE CIRCULATED OR DISTRIBUTED, NOR
MAY THE UNITS BE OFFERED AND SOLD, OR BE MADE THE SUBJECT OF AN INVITATION
FOR SUBSCRIPTION OR PURCHASE, WHETHER DIRECTLY OR INDIRECTLY, TO THE PUBLIC
OR ANY MEMBER OF THE PUBLIC IN SINGAPORE UNLESS PERMITTED UNDER ANY
APPLICABLE EXEMPTION. MOREOVER, THIS MEMORANDUM IS NOT A PROSPECTUS AS
DEFINED IN THE SECURITIES AND FUTURES ACT (CAP. 289) OF SINGAPORE (THE “SFA”).
ACCORDINGLY, STATUTORY LIABILITY UNDER THE SFA IN RELATION TO THE CONTENT OF
PROSPECTUSES WOULD NOT APPLY. INVESTORS SHOULD CONSIDER CAREFULLY
WHETHER THE INVESTMENT IS SUITABLE IN LIGHT OF THEIR OWN PERSONAL
CIRCUMSTANCES.
THIS MEMORANDUM AND ANY OTHER MATERIAL IN CONNECTION WITH THE OFFER OR
SALE IS NOT A PROSPECTUS AS DEFINED IN THE SECURITIES AND FUTURES ACT,
CHAPTER 289 OF SINGAPORE (THE “SFA”). ACCORDINGLY, STATUTORY LIABILITY UNDER
THE SFA IN RELATION TO THE CONTENT OF PROSPECTUSES WOULD NOT APPLY. YOU
SHOULD CONSIDER CAREFULLY WHETHER THE INVESTMENT IS SUITABLE FOR YOU.
NOTICE TO OMAN INVESTORS
THE INFORMATION CONTAINED IN THIS OFFERING DOCUMENT IS CONFIDENTIAL AND FOR

YOUR INFORMATION ONLY AND NOTHING IN THIS OFFERING DOCUMENT IS INTENDED TO
ENDORSE OR RECOMMEND A PARTICULAR COURSE OF ACTION. YOU SHOULD CONSULT
WITH AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE RENDERED ON THE BASIS
OF YOUR SITUATION.
THIS OFFERING DOCUMENT NEITHER CONSTITUTES AN OFFER OF SECURITIES IN THE

SULTANATE OF OMAN AS CONTEMPLATED BY THE COMMERCIAL COMPANIES LAW OF
OMAN (ROYAL DECREE 4/74 AS AMENDED) OR THE CAPITAL MARKET LAW OF OMAN
(ROYAL DECREE 80/98 AS AMENDED), NOR DOES IT CONSTITUTE AN OFFER TO SELL, OR
THE SOLICITATION OF ANY OFFER TO BUY NON-OMANI SECURITIES IN THE SULTANATE OF
OMAN AS CONTEMPLATED BY ARTICLE 139 OF THE EXECUTIVE REGULATIONS TO THE
CAPITAL MARKET LAW (ISSUED VIDE CMA DECISION NO.1/2009). THE SECURITIES
DESCRIBED UNDER OR SOLD PURSUANT TO THIS OFFERING DOCUMENT HAVE NOT AND
WILL NOT BE LISTED ON ANY STOCK EXCHANGE IN THE SULTANATE OF OMAN.
THE FEEDER MANAGER IS NOT A LICENSED BROKER, DEALER, FINANCIAL ADVISOR OR

INVESTMENT ADVISOR LICENSED UNDER THE LAWS APPLICABLE IN THE SULTANATE OF
OMAN, AND, AS SUCH, DOES NOT ADVISE INDIVIDUALS RESIDENT IN THE SULTANATE OF
OMAN AS TO THE APPROPRIATENESS OF INVESTING IN OR PURCHASING OR SELLING
SECURITIES OR OTHER FINANCIAL PRODUCTS.
ADDITIONALLY, THIS OFFERING DOCUMENT IS NOT INTENDED TO CONSTITUTE LEGAL,

TAX, ACCOUNTING OR OTHER PROFESSIONAL ADVICE IN, OR IN RESPECT OF, THE
SULTANATE OF OMAN.
THE RECIPIENT OF THIS OFFERING DOCUMENT ACKNOWLEDGES AND AGREES THAT

NEITHER THIS OFFERING DOCUMENT NOR THE SCHEME I HAVE BEEN REGISTERED OR
APPROVED BY THE CENTRAL BANK OF OMAN, THE OMAN MINISTRY OF COMMERCE AND
INDUSTRY, THE OMAN CAPITAL MARKET AUTHORITY OR ANY OTHER AUTHORITY IN THE
SULTANATE OF OMAN, NOR IS THE FEEDER MANAGER AUTHORIZED OR LICENSED BY THE
CENTRAL BANK OF OMAN, THE OMAN MINISTRY OF COMMERCE AND INDUSTRY, THE OMAN
CAPITAL MARKET AUTHORITY OR ANY OTHER AUTHORITY IN THE SULTANATE OF OMAN,
TO MARKET OR SELL THE UNITS WITHIN THE SULTANATE OF OMAN. FURTHER, THE
RECIPIENT OF THIS OFFERING DOCUMENT REPRESENTS THAT IT IS A SOPHISTICATED
INVESTOR (AS DESCRIBED IN ARTICLE 139 OF THE EXECUTIVE REGULATIONS OF THE
CAPITAL MARKET LAW) AND HAS SUCH EXPERIENCE IN BUSINESS AND FINANCIAL
MATTERS THAT HE/ SHE IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF AN
INVESTMENT IN SECURITIES. THE RECIPIENT ACKNOWLEDGES THAT AN INVESTMENT IN
SECURITIES IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK.
Investec Capital Services (India) Private Limited
1103 and 1104 Parinee Cresenzo, 11th Floor, “B” Wing, Bandra

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EMERGING INDIA CREDIT OPPORTUNITIES FUND I

(A scheme of Emerging India Credit Opportunities Fund)

Private Placement Memorandum

[For private circulation only]

Emerging India Credit Opportunities Fund I

By Emerging India Credit Opportunities Fund

Registration No: IN/AIF2/20-21/0869

Trustee: Vistra ITCL (India) Limited

Sponsor: Investec Capital Services (India) Private Limited

Investment Manager: Investec Capital Services (India) Private Limited

This confidential private placement memorandum (“Memorandum”) is being furnished to you on a

Name: ___________________ Copy No.___________________

AN INVESTMENT IN SCHEME I IS SUITABLE FOR SOPHISTICATED INVESTORS ONLY

NO ASSURANCE CAN BE GIVEN THAT SCHEME I’S INVESTMENT OBJECTIVE OR

Name of Investor: _________________

Name of Distributor (if applicable): ___________

THIS CONFIDENTIAL MEMORANDUM IS ISSUED IN CONNECTION WITH AND RELATES TO AN

STATEMENTS CONTAINED HEREIN INCLUDE STATEMENTS OF CIRCUMSTANCES, WHICH

THE INFORMATION IN THIS MEMORANDUM IS CURRENT AS AT THE DATE OF THIS

NOTWITHSTANDING ANYTHING CONTAINED IN SCHEME DOCUMENTS, THE INVESTMENT

PROSPECTIVE INVESTORS SHOULD REVIEW SCHEME DOCUMENTS CAREFULLY. NOTHING

UNLESS OTHERWISE DEFINED, CAPITALISED TERMS USED THROUGHOUT THIS

ANY REPRODUCTION OR DISTRIBUTION OF THIS MEMORANDUM, IN WHOLE OR IN PART, OR

EACH PROSPECTIVE INVESTOR MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF AN

THIS MEMORANDUM IS QUALIFIED IN ITS ENTIRETY BY THE FORMS OF OTHER SCHEME

FURTHERMORE, NO AUTHORITY HAS CONFIRMED THE ACCURACY OR DETERMINED THE

INFORMATION AND DATA PROVIDED HEREIN INCLUDING ECONOMIC AND FINANCIAL

HOWEVER, FORWARD LOOKING STATEMENTS AND INFORMATION ARE INHERENTLY

GIVEN THAT THE INVESTMENT MANAGER IS A FOREIGN OWNED OR CONTROLLED ENTITY,

Name of Contact Person: Ranjan Kocherry / Kuldeep Sharma

Telephone No.: Ranjan Kocherry - 9833365755 / Kuldeep Sharma: 8955405104

Name: Investec Capital Services (India) Private Limited

Communication Address: Same as registered address

Tel: 022 6849 7400

Name: Investec Capital Services (India) Private Limited

Communication Address: Same as registered address

Tel: 022 6849 7400

Name: Vistra ITCL (India) Limited

Communication Address: Same as registered address

Name: AZB & Partners, Mumbai

Name: PricewaterhouseCoopers Private Limited

Registered Address: Not applicable

SECTION I: EXECUTIVE SUMMARY .................................................................................................... 1

2. The Scheme  Emerging India Credit Opportunities Fund I (“Scheme I”)

3. The Investment  Name: Investec Capital Services (India) Private Limited

4. Sponsor Same as the Investment Manager

5. Affiliate Not applicable

8. Target Corpus  Target Corpus: Scheme I is seeking to accept Capital

Classes Eligible Persons Management Preferred

A Class A Units of Scheme I to Per sub-class Per sub-

A1 Class A1 Units will be 1.50% 11% in

A2 Class A2 Units will be 1.25% 11% in

B Class B Units of Scheme I to Per sub-class Per sub-

B1 Class B1 Units will be 1.50% 11% in

B2 Class B2 Units will be 1.25% 11% in

C Class C Units of Scheme I to Nil Not

C1 Class C1 Units of Scheme I Nil Not

C2 Class C2 Units of Scheme I Nil Not

As may be necessary or desirable from time to time (including to

11. Minimum Capital  Minimum Commitment:

Class A2 Units INR 250 million

Class B1 Units INR 10 million

Class B2 Units INR 250 million

Name: _ Copy No._