sixth sense india opportunities i (a scheme of...

SIXTH SENSE INDIA OPPORTUNITIES – I(A scheme of Sixth Sense)

India’s First Domestic Consumer Centric Venture Fund!Managed by Sixth Sense Ventures Advisors LLP

Disclaimer

This report contained herein is for information purposes only and should not beconstrued as providing any investment, legal or taxation advice. Any past performanceinferred in this material is not a guarantee of future results. It is not intended as anoffer or solicitation for the purchase and sale of any financial instrument. Any actionthat you may take on the basis of the information contained herein is yourresponsibility; and Sixth Sense Ventures Advisors LLP will not be liable in any mannerfor the consequences of any such action. We have exercised due diligence in checkingthe correctness and authenticity of the information contained herein some of whichmay be forecasts and/or forward looking statements, but do not represent that it isaccurate or complete. Sixth Sense Ventures Advisors LLP shall not be in any wayresponsible for any loss or damage that may arise to any person from any inadvertenterror in the information contained in this publication. Sixth Sense Ventures Advisors LLPmay have interests or positions, financial or otherwise in the transactions mentioned inthis report”. The Recipients of this report should rely on their own investigations.

Our Vision

Create an organization that gets recognized as the de-facto medium for investments (angel/venture/private/listed) in consumer centric businesses in India

Become the preferred partner for Indian entrepreneurs

Fast track growth in investee companies by leveraging our ecosystem

We believe the next big wave of dysfunctional growth will be led by entrepreneurs driven by completely different skill sets /capabilities and not

necessarily capital!

Who Are We?

Founder & CEO - Nikhil Vora

14 live investments…over 5yrs…Multiplier returns!

Strong experienced team with 70yrs+ of combined experience in investing/operations

Ability to consistently identify emerging trends and successfully invest in new age businesses

Centre of Excellence: Best in class industry stalwarts as mentors across verticals

Our Legacy

Our Interest Area

Why Sixth Sense is the preferred partner for entrepreneurs?

What Do We Like?

Ideally 1st generation entrepreneurs

Businesses with dysfunctional growth potential

CONSUMER centric businesses: B2C businesses addressing consumer needs “more efficiently”!

Focus on the MSME sector which encourages entrepreneurship in India

With our sweet spot ticket size at Rs5-10cr , the MSME sector fits best in our investment strategy

Invest across the business lifecycle: Angel/ Venture/Growth/Listed

Our Legacy

Our Interest Area


Our USP

Demonstrated ability to Create Value

Fast Track Growth by leveraging our ecosystem

Partners contributing Rs30cr to Fund-1

S Raghunandan (CEO, Jyothy Labs) our Entrepreneur-in-Residence, to directly provide Strategic and Operational Guidance

Access to our Centre of Excellence for Strategicand Operational inputs (each of the members will be available for our investee companies)

Our business accelerator program to provide in-house office space and mentoring to our investee companies

Our Legacy

Our Interest Area


What do we mean by “Consumer Centric”?

Catering to aspirational/premium consumers

Analyzing consumer behaviour

Catering to consumer lifestyle

Efficiently providing basic needs for consumers

Enabling “efficient” consumer reach

Consumerof tomorrow!

Services for rural India & Indian agri industry

Agri

Education/ Healthcare

ConsumerProducts

Analytics

Technology / E-commerce

Media & Entertainment

Why our bias towards “The Consumer”?

I can “SPEND” – INCOME effect

There are MORE like me – BROADBASED growth

I am “WILLING TO SPEND MORE” – MINDSET change

I know “WHERE TO SPEND” – AWARENESS levels

I have “OPTIONS TO SPEND” – AVAILABILITY

I “WANT MORE THAN I NEED” – ASPIRATION effect

India - Fastest growing consumption economy

Peer influence reflected in consumption choices

35% of Indians born in post liberalization

Increased media proliferation

Increased brand options in each of

the business segment

India moving up the value chain -Premiumization

IN D Indulgence Age

Nine mega-trends that drive consumers!

Changing Lifestyles Connectivity

Ethics Entertainment

Individuality Trust

Convergence

Health & Wellness

Value

OUR LEGACY

“The best way to predict the future is to create it.”- Peter Drucker

The Perfect Mix

Investing Research

Execution Fund Mgmt

SIXTH SENSE VENTURES ADVISORS LLP

Strong experience at Consumer centric

research, Investment analysis/valuation, corporate relations

Experienced hand at structuring, raising and

investing funds for domestic & overseas

investors

Proven proprietary deal sourcing ability and

successful exits

An experienced consumer CEO as a

Entrepreneur-in-Residence

Nikhil Vora : Founder & CEO

Nikhil Vora is the Founder and CEO of Sixth Sense Ventures Advisors LLP; India’s first DomesticConsumer Centric Venture Fund. Nikhil was earlier the Managing Director & Head of Research atIDFC Securities, and has been regarded as one of the strongest analytical minds in the country.The core of Sixth Sense lies in the belief that the next big wave of dysfunctional growth will beled by players who are going to be driven by completely different skill sets / capabilities and notnecessarily capital.

Nikhil has been invited by the “Nestle Global Consumer Board” and the “Regional CFO forum” togive a presentation on the potential roadmap for Nestle India. He has also evolved a strategicroad-map for Hindustan Unilever, Aditya Birla Group, Marico, Godrej, Navneet etc. His researchhas been accredited by some of the largest global funds like Capital, Fidelity, Alliance Bernstein,Putnam, Schroder’s etc. In the Asia Money polls 2012, Nikhil was voted as India’s No.1 analyst.He also has the rare distinction of being voted Asia’s Best Analyst by the Wall Street Journal inthe same year. Along with advising clients, he also has been a venture capital investor and on theboard of a few of his investee companies. Some of the Venture Investments made by Nikhil Voraincludes – BVG India, Bewakoof Brands, Infinite Analytics, Intellisys Technologies, KangarooKids, Manash Lifestyle (www.purplle.com), Parag Milk (GoCheese), Rainmaker Legal (mylaw.in),RezNext Solutions, Rooms Tonight, Tarnea Technologies, Technology Frontiers, Vini Cosmetics(via PMS), One97 (PayTm).

A post-graduate in Management, Nikhil was a member participant at the Future Leaders Programat the Saïd Business School, University of Oxford, London. He was also bestowed with the‘Thought Leadership’ award by IDFC Ltd.

S Raghunandan : Entrepreneur-in-Residence

Chief Executive Officer & Whole time Director at Jyothy Laboratories Limited

S. Raghunandan has a degree in Chemical Engineering from Birla Institute ofTechnology and Science (Pilani) and has also specialised in marketing with apost graduate management degree from IIM-Kolkatta. Having joined JyothyLabs in May 2012, he brings to the table more than 22 years in FMCG sectorwith wide experience in areas of sales, marketing, strategic & tactical planningand has been in leadership roles for the last 8 years.

In his previous assignment he was the MD of Reckitt Benckiser India. Hestarted his career with Asian paints and later worked with Unilever for 10years , 6 years with Dabur, a home grown FMCG player in the naturals space.He was the CEO of Dabur International, prior to joining as the CEO and MD ofParas Pharmaceuticals Ltd, an Indian OTC and Personal Care player, which wassubsequently sold to Reckitt Benckiser

Japan Vyas : Managing Partner

Japan Vyas is an MBA in Finance and a graduate in Commerce and Accountancy byqualification. He brings a holistic and measured approach having worked with promoters andbusinesses since past 15 years across the financial services spectrum in private equity, projectand structured finance, corporate banking and credit risk and control. He is amongst the veryfew private equity professionals in the country who has experienced the entire fund life cycle– from fund raising to creating liquidity events and following it up with a second fund raise.Besides investments, he has an in depth understanding of funds structuring, rupee fund raising,deal structuring and portfolio monitoring.

In his last stint as Director - Investments at IDFC Investment Advisors, he was instrumental insetting up their alternative investment practise and scaling it up to an AUM of Rs. 850 croreover a period of 4 years. He successfully raised and managed two funds investing in private andpublic equity - Hybrid Infrastructure Portfolio (HIP) in 2009 of Rs. 450 crore focussing oninfrastructure opportunities and SPICE fund in 2012 of Rs. 400 crore focussing on consumptionand infrastructure opportunities.

He has been serving as a Board member / Observer with investee companies, helping withinterventions in business development, capital structuring, fund raising and investorrelationships. Some of his key investments include One97 Communications, V A Tech Wabag,Ratnakar Bank, NSE, Trent, Indusind Bank amongst others.

Swati Mehra, CFA : Partner - Investments

Swati has an experience of 8 years in the field of investment analysis and research. Sheexcels in consumer centric businesses with her expertise spanning across a diverse rangeof sectors including FMCG, Education, Media, Agri, Exchanges, Liquor and Midcaps.Having worked closely with corporates in the consumer space, Swati has built strongrelationships as well in-depth understanding of consumer businesses and its challenges.

Swati has earlier worked with IDFC Securities (2007-2013), where she was involved ininvestment analysis of consumer centric companies both in the listed and private domain.In 2014, she was awarded Thomson Reuters’ StarMine Award for the No.1 Stock Picker inMedia. She excels in identifying new trends and themes. Some of her work includesdifferentiated presentations on Food Security, Changing DNA (of organizations) and If IWere (based on strategies consumer companies should adopt). She was awarded theCertificate of Appreciation at IDFC for differentiated and path breaking research work

A Gold Medalist from Thadomal Shahani Engineering College (TSEC), Swati completed herdegree in Computer Engineering in 2007. She has done an MDA program from XLRI,Jamshedpur and is a CFA, USA Charterholder. A rank-holder throughout her academiccareer, Swati has won many accolades along the way including being inducted into theHall of Fame in 2008 at TSEC and being awarded the Adcock Memorial Trophy.

CENTRE OF EXCELLENCE

“You don’t need to know all the answers, you just have to be willing to share what you know”

- Anonymous

Centre of Excellence (CoE)

Agriculture : Anil Jain

Founder of Alchemy CapitalManagement. He has over twodecades of experience inmanaging financial servicesoperations and is a successfulinvestor in many early stagebusiness

Financial Services : Lashit Sanghvi

Promoter of Jain Irrigation,World’s 2nd largest micro-irrigation companyHe is an authority in the agrispace, with in-depth understanding and knowledge of the agri value chain globally as well as in India

Ex-Managing Partner of JWT India:He is an authority on brandcreation and marketing. Some ofthe brands he has nurtured includeBajaj Auto, Idea Cellular and TataGroup brands: Tata Tea, Tata Retailand Ginger Hotels

Brand/Marketing: Tarun Chauhan

Marico's Ex-Group CFO and a member of its Group Executive CommitteeHe has about 30 years of experiencein Finance, HR, Strategic Planning,Corporate Development and ProductSupply, across three organizations-Marico, Godrej and Hoechst

Consumer : Milind Sarwate

Centre of Excellence

Healthcare: Satish Khanna

Former Group President of Lupinand a veteran of the Indian pharmaand chemical industries over acareer spanning four decades. Hementors post-graduatemanagement students and hasauthored three books onmanagement and

entrepreneurship.

Tax : Ajay Mehra

Information Technology: Akash Bhatia

Co-founder of Infinite Analyticsand an experienced hand attechnology and networkarchitecture. He graduated fromSloan MIT after his MS from theUniversity of Cincinnati.

OUR ABILITY TO CATCH TRENDS

“As long as you’re going to be thinking anyway, think big!”

- Donald Trump

Investment Team’s Research Track Record

Strategy presentations made to Executive Committees

Thought leadership

INVESTMENT TRACKRECORD

“Example is not the main thing in influencing other people; it’s the only thing”

– Abraham Lincoln

5years...

14 investments...

Multiplier returns !!!

Our Approach

Sixth SenseVentures Advisors LLP

Product

Value Creator

Risk Appetite

We like 1st generation sponsors

Identify spaces with a large potential

Identify businesses which have created a niche in

the large space

Ability to take calculated risks

We seek to invest EARLY and thereby create the LARGESTvalue

Spaces

Sponsors

Past Investments of Nikhil Vora (personal capacity)

Consumer Technology Services OnlineEducation / Legal

Value creation ability demonstrated

Term sheet 3

P.E round

On-going

US$500m 2

US$100m 3

US$2.5bn 1

14 investments(Nikhil Vora was initial

Investor)

8 3

Current value

Consumer

Large SPACES with huge POTENTIAL

1st generation entrepreneurs

Identify “niches” within the large universe

Calculated RISK taking ability

US$20bn FMCG space

Darshan Patel

Entered similar product lines as Paras and leveraged on the existing distribution channel

PE Investor : Sequoia Capital

Ex-promoter of Paras Pharma which was sold to Reckitt Benkiser

Devendra Shah

Created strong pan-India distribution network with innovative packing and

branding

Indian dairy industry

PE Investor – Motilal Oswal PE, IDFC PELikely IPO – in 3 months

One of India's largest private dairies & the only player, except Amul, present across the value chain

Technology


1st generation YOUNG entrepreneurs



Video conferencing space

Saumen Chakraborty

Customized Vennfer to cater to specific needs in education, healthcare, telecom, BFSI & defense. Pioneered the model of setting up R&D centers in apex institutes

Digital media space

MS Muralidharan

• Complete area management technology for sports event

• Established credibility in Indian cricket - 10 yrs IPL contract

• Successfully implemented international sports

India’s 1st IP based video conferencing solution; competes

with global players such as Polycom, Tandberg

PE Investor : NEA Capital PE Investor : Avigo Capital; Fidelis Dubai; ADV PE

• Sports• Media• Entertainment

Internet





Data Analytics

Undertakes Big Data Analytics to optimize marketing spends

Predict user’s behaviour for e-commerce, media and

content, travel and enterprise businesses

Investor - Ratan Tata

Promoted by two MIT graduates

Akash Bhatia PurushothamBotla

US$36bn Hospitality industry

• Provides hotels access to new channels for booking

• Provides a single control panel to analyze all hotel room operations through a dashboard that can be accessed on any device from anywhere

PE Investor : NEA PE

Strategically placed to leverage online hotel reservations (currently 60 % of all

reservations)

Mike Kistner

E-commerce





Manish Taneja

E commerce engine for all type of Lifestyle , Beauty & Wellness

products. Potentially a USD2bn space in the next 5 years

E-commerce space

PE Investor : Ivy Capital

Tie-ups with all major FMCG companies

Rahul DashPrabhkiran Singh

Brand tie-up with Bollywood movie houses to become their official

merchandiser

E-commerce

Design, Market and Distribute trendy apparels & accessories for lifestyle conscious youth

Siddharth Munot

Investor/PE – Snap Deal Founders; Unicon Ventures

Education / Training





A strong brand in pre-schools, now scaling up in

K12

Group of young lawyers – Nikhil Chandra & Anthony Alex

Implements solutions to improve efficiency and assist lawyers in the country

US$80bn Education space

Lina Asher

Investor: Prof Mankekar PE Investor : Ongoing

A learning, content and test management business focused on the

legal ecosystem

Pioneered change in learning from content-based to activity-based in preschools

Solutions for Indian law industry

Technology





Suresh Satyamurthy

Engaged with the top 10 MNCs in the world

PE Investor : Ongoing

Technology platform to automate the last mile and connecting the supply

chain in the pharma space, alongwithanalytics

Efficiency in the supply chain

Identified the potential in m-commerce and created the best in class solution for mobile payments

• Runs Paytm, India’s largest digital goods marketplace

• Invests in early stage mobile related businesses as a internal USD100m fund

PE / Strat Investor : Alibaba; SAIF Partners

India’s largest mobile internet platform

Senthil RajagopalanVijay Sharma

Services





Direct integration with hotels via parent company which is India’s largest

hotel software and channel management network

• India’s first last-minute hotel bookings platform. Globally, same day hotel bookings is a $15 billion/year industry

• 1st on-demand marketplaced with the largest supply (2700+ hotels)

Last minute hotel booking Facilities Management

Rural employee base provides unique and cost competitive model

Hanmatrao Gaikwad

Mechanized cleaning services with clients in high security zones (Rashtrapati Bhavan, Parliament of India), PMO, Indian Railways,

BSE, BMC ensures 95% client retention

PE Investor : 3i Capital

Umesh ManeSuresh John

PE Investor : Ongoing

FUND STRUCTURE & TERMS

“It always seems impossible until its done!”

- Nelson Mandela

FUND STRUCTURE & TERMS

Fund: Sixth Sense Ventures Advisors LLP

Scheme: Sixth Sense India Opportunities – 1

Registrar: IL&FS Trustee Company Limited

Target size: Rs250 crore with a green shoe option of Rs50 crore

Partners contribution: Rs30 crore

Investment theme: “Consumer” focused businesses across the lifecycle (angel/venture/private/listed)

Deal Investment Size: Up to a maximum of Rs25crores

Fund Lifecycle: 7 +1 +1 yrs

Minimum Investment Amount: Rs1crore

Commitment period: Upto 36 months from Initial Closing

Management fees: 2% p.a on AUM (for Class A1/A2 units)

Surplus Interest (Performance fee): Option 1: 20% surplus interest after a hurdle rate of 8% IRR (without catch up)

Option 2: 15% surplus interest with no hurdle

Legal Advisors: Indus Law; ALMT Legal

Custodian: IL&FS Securities Services Limited

Auditors: BDO India

Fund structure

Investors

Sixth Sense Opportunity Fund

Investments into Indian Companies

Sixth Sense Venture

Advisors LLP

IL&FS Trustee Company Limited

Investment Management

Services

Trustee

Management Fees

Investment Process

Deal Sourcing

Past investments by Investment Managers has created a strong proprietary deal sourcing capability

Relationship with corporates across sectors

Deal EvaluationPortfolio

ManagementExit

Comprehensive in-house operational diligence followed by an extensive due diligence

Term sheet issuance

Presentation to the Investment Committee

Execution of documents and funding of deal

Value addition in portfolio companies through strategic and operational inputs

Regular monitoring of the operational and financial performance of the investee company

Exploring synergies between the portfolio companies

Mix of strategies to achieve desired exit valuations

Timing exits in an opportunistic manner

SIXTH SENSE INDIA OPPORTUNITIES – 1OUR INVESTMENTS

“Example is not the main thing in influencing other people; it’s the only thing”

– Abraham Lincoln

Current portfolio





Largest company in the US$300m Indian Road Side Assistance space

• Dominant position in Delhi market and is now expanding Pan India

• Strong brand loyalty (renewal rate at 70%) having serviced over 2m cars

• Best in class infrastructure created

Focused and ambitious entrepreneur with over 15 yrsof experience across Roadside

Assistance and Financial Industry

B2B contracts with the largest OEMs in the automobile industry;

largest B2C player in India

US$250m Luxury watch market

growing at 25% CAGR

• India market is fastest growing Swiss market in the world and the company is largest luxury watch retailer in India

• Leveraged visibility from offline stores to create a robust online platform

Promoter Group is the largest manufacturer of watch dials in

India and over 30yrs experience in international watches

Strong relationship with global watch manufacturers, esp Swiss

watch makers

Current Portfolio





Aggressive founder – ex-Bain and Disney

• Largest platform for all services related to Weddings

• Disruption the unorganized space by bringing transparency, convenience and access to all wedding services at best rates!

US$40bn weddings industry

Focused on venue bookings (largest pie of wedding spends) with the USP of offering the most competitive rates

Young and ambitious team, professionals turned

entrepreneurs

• India’s largest technology-led hyper-local delivery service

• Partnered with over 200 brands; delivering over 7500 orders per day

• Exclusive delivery partner for Zomatoin West zone

US$1.5bn food delivery services

Dominant position in Mumbai & Pune

Zomato has acquired strategicstake in the company

Current Portfolio


Strong promoter group



• Largest and only integrated oral care manufacturer in India; controls nearly 15% of all India capacities.

• Disrupting the oral care space by launching innovative products

• In discussions for a extremely strong strategic tie-up

US$1.2bn Indian Oral industry

Leveraging decades of oral care manufacturing experience to launch its own brands

21yrs of rich experience in the Indian oral care industry

Deal Pipeline (Under Active Evaluation)





Founded by Ex-McKinsey, Harvard graduate

• Fastest growing parenting platform in India with over 0.3m unique visitors per month currently

• Become the go-to-platform for all new moms for discovery, decision making and purchase

US$5bn potential opportunity in the parenting space

Achieved a critical mass of customers within a short period of time; only

end-to-end transactional platform for new moms

Professional with 15yrs of experience, young and

ambitious team

• An extremely sticky product category which is currently a duopoly

• Differentiated product offering• Play on penetration and

innovation

US$3.5bn women hygiene space

Product launched/tested; tied up with a strong brand

ambassador

Frequently Asked Qs

“Whatever the mind of man can conceive and believe, it can achieve!”

- Napoleon Hill

(Only for illustration purpose, please refer fund documents for actual terms of investment)

Qs: What is Sixth Sense India Opportunities - 1 (the Fund)?The Fund is the first scheme of Sixth Sense Ventures Advisors LLP– a trust set up under the Indian Trust Act, 1882. IL&FSTrustee Company Ltd. is the trustee of the Trust.

Qs: Is the Fund regulated by any regulator?The Trust is registered as a Category II Alternative Investment Fund (AIF) with Securities and Exchange Board of India(SEBI) under the SEBI (Alternative Investment Funds) Regulations, 2012 [SEBI (AIF) Regulations]. The Trust as well theFund falls under the regulatory oversight of SEBI and has to meet all the regulatory requirements prescribed by SEBIunder the SEBI (AIF) Regulations, 2012 from time to time.

Qs: Who is going to manage the Fund?The Trustee has entered into an Investment Management Agreement with Sixth Sense Ventures Advisors LLP (SSVAP)pursuant to which SSVAP will provide investment management services and other allied services to the Fund. The Fundhas also appointed IL&FS Securities Services Ltd to provide custody and fund accounting services to the Fund.

Qs: What are the credentials of the Fund Manager?The core operating team of the Fund Manager besides having more than 70 years of investing/operating experience,has recognized knowledge leadership in consumer and new age sectors, track record of fund raising and management,senior level operating expertise in FMCG space and strong and deep relationships with wide variety of promoters andinvestors. The key investment team of the Fund Manager have proven capital markets, legal and consulting expertise.The Fund Manager is also putting in place a credible advisory board with substantial industry experience which willprovide strategic advice and guidance to the Fund Manager. The detailed credentials of the Fund Manager are providedin the Private Placement Memorandum (PPM).

FAQs

Qs: Where will the Fund invest? / What is the investment theme? / What kind of companies will the Fund invest in?The Fund will attempt to partner with Indian entrepreneurs in consumer centric businesses seeking to scale up theirbusinesses across the life cycle of a business – right from seed investing / venture capital to listed equity. The size ofinvestment will be upto Rs25crores. The Fund will seek to invest primarily into unlisted companies with:• First generation entrepreneurs in businesses catering to the spaces of tomorrow• Predominantly knowledge driven as against capital intensive and• Where the business is at an inflexion point – we believe the opportune time to invest in a company can come as

early as angel investment or as late as listed investment

Qs: Who can invest in the Fund?The Fund will raise money from select resident high net worth individuals, HUF’s, trusts and corporate entities(companies, partnership firms etc.) As of now the Fund does not intend to raise money from foreign investor (includingNon Resident Indians).

Qs: What is the process of signing up for investment in the Fund?The investor has to satisfy the mandatory KYC requirements as prescribed under laws by providing the documents likePAN card, address proof etc, sign the Contribution Agreement (which will detail the amount you are committing toinvest, fees, and performance linked fees amongst other things) and risk disclosure. The details of KYC documentsrequired by each category of contributors’ i.e Individual, HUF’s, Corporate etc. are mentioned in the ContributionAgreement.

Qs: How much money can an contributor invest?The minimum commitment amount is Rs. 1 crore which can be drawdown by the Fund Manager over the CommitmentPeriod by giving a 15 calendar days’ notice to the Contributors. There is no upper limit to the amount one can invest,subject to the Fund having a minimum of 2 contributors.

FAQs

Qs: How much money should a contributor invest?The contributor should take suitable advice from his / her financial advisor before committing a portion of theirinvestments into the Fund depending on individual risk appetite, surplus funds available and need for funds in themedium term.

Qs: What will be my investment period?The term of the Fund is 7 years from the date of Initial Closing of the Fund. Initial closing refers to the date on which theFund Manager decides to accept the capital commitment / capital contribution paid by the contributors, issues units inlieu of it and the investment manager will start making investments.

The term of the Fund can be extended by 2 additional one year periods by the Trustee subject to the approval ofcontributors representing 66.67% of the total capital commitment of the Fund.

Qs: What is a commitment period? When will I have to pay the entire money committed?Commitment period is the time period in which the Fund Manager can call for draw down of the money committed byyou in the Fund. The commitment period will be up to 36 months from the initial closing date.

On signing the contribution agreement, the contributor will have to pay 15% of its commitment amount. Subsequentdrawdowns will be called for by the Fund Manager as and when they are ready to make investments during thecommitment period. The Fund Managers will provide 15 calendar days’ notice for such subsequent drawdowns.

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FAQs

The Fund Manager is entitled to receive a success based fee based on the investor’s choice of either of the two optionsmentioned below:(i) 20% over and above the hurdle rate of 8% IRR to the contributor (without catch up). This means the Manager shallreceive 20% of the profits generated by the Fund after the entire capital is returned and the contributor receives an IRR of 8% on its investments.(ii) 15% success fee without any hurdle. This means the Manager shall receive 15% of the profits generated by the Fund afterthe entire capital is returned.

Qs: What are other costs involved for the Fund?The Fund may end up paying custodian / depository charges, Fund accounting charges, audit fees and other administrativecharges which are directly attributable to the Fund. In addition to the above fee, the Fund would also pay initial Fund set upcost, other transaction based fees, legal fee, professional / consultancy fee, statutory levies such as service tax and suchother expenses incurred in respect of the investment made by the Fund.

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FAQs

(Amount in Rs) Year 1 Year 2 Year 3

Commitment amount (CA) 100

Drawn down amount 20 30 50

Cumulative AUM 20 50 100

Our Management fees @ 2% ofAUM

0.4 1.0 2.0

General industry practise @ 2% ofCA

2.0 2.0 2.0

Qs: What are the fees to be paid by the contributors ?Fund fees varies as per Class. The investors (holders of Class A1and A2 units) will pay a Fund management fee of 2% perannum (plus service tax or equivalent levy) payable quarterlybased on average Assets Under Management (AUM) asprescribed under the Contribution Agreement as against thegeneral industry practise of charging management fees on thecommitment amount till the commitment period. AUMincludes mark-ups either due to part exit of any investment bythe Fund, or a new benchmark value for the investment basedon a Third-party transaction.

** In the general industry practise almost 10% of yourinitial drawn down amount is utilized towards fees.

Qs: When will I get my money back?As and when the Fund Manager exits the investments of the Fund, the monies from such exits will be returned back tothe contributor over the life of the Fund. If there are exits made by the Fund Manager during the commitment period,the Fund Manager reserves the right to reinvest that amount in other investment opportunities.

In the event, there are certain investments which could not be exited during the life of the Fund either due to adverseeconomic or capital market conditions or such companies are going through a difficult phase, the Fund Manager maychoose to request an extension to the Fund life as mentioned above. In the case 66.67% of the contributors bycommitment amount do not agree for such extension, the Fund Manager will liquidate all the investments on a besteffort basis. Considering the investments will be primarily made in unlisted companies including early stageinvestments, there may be instances the Fund Manager is not able to exit certain investments despite its best efforts. Insuch cases, the Fund Manager will return the securities valued in proportion of the contribution of contributors into theFund at the end of the Fund life.

Qs: How much money will I get back / what returns will the Fund generate?There is no assurance provided by the Fund Manager to the protection of capital or guarantee of returns. The Fundpresentation and other Fund documents provide details of the past experience of the Fund management team,investment thesis etc. The investments will be made primarily in unlisted companies including early stage investments.Typically these investments are characterized as “high risk” by the financial advisors. In general high risk investmentsare also associated with higher returns. You are advised to evaluate the strength of the investment team, product idea,risk disclosure under PPM and seek investment advice from your financial advisor before making your investmentdecision in this Fund.

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FAQs

Qs: What happens if I am unable to honour my commitment / What happens if I default?In the event any contributor does not contribute to any draw down notice within the time period mentioned in thenotice which shall not be less than 15 calendar days, the Fund Manager will provide written notices to the contributorof this failure and interest will accrue on such overdue amount from drawdown date until the date of payments at 1.5%per month for the actual number of days elapsed. If the default continues for a period of 30 days from the delivery ofsuch notices, the Trustee in its absolute discretion and in consultation with the Fund Manager declare such contributoras an defaulting contributor . Such contributor will be subject to default remedies including but not limited to forfeitureof all or portion of its interests in the Fund, or suspension of voting rights or freezing of its commitment amount in theFund etc.

Qs: What if I need the money back and I cannot wait for the entire Fund life? / Is there an emergency withdrawalfacility?Since the product by its very nature is illiquid, we strongly advise you to commit only such monies to the Fund which aresurplus to you in the medium to long term. It will be difficult to liquidate units of an contributor in the interim. We canhowever facilitate sale / transfer of the units if such contributor finds a buyer for his/her units. Such transfer will besubject to the buyer being legally and financially capable (as determined by the Fund Manager) of honouring thetransferor’s obligations, satisfying KYC requirements and executing deed of adherence accepting the terms andconditions of the Fund agreements.

The Fund Manager on a best effort basis will allow contributors to withdraw upto 10% of their capital contribution,subject to terms, conditions and approvals detailed in the contribution agreement .

FAQs

Qs: What is the tax treatment for my investment?Tax will be paid on behalf of the investors by the Fund as a representative assesse either under the PAN of trust or in thePAN of the individual beneficiaries, as advised by the tax advisors.Generally, investments shall be classified as long term or short term depending on the period for which they are heldprior to transfer. Investments in shares or any instrument (listed on a recognized stock exchange) shall be long term ifheld for 12 months or more; in other cases (including unlisted debentures) the threshold is 36 months• Long term capital gains tax: Unlisted securities will attract a rate of 20% (with indexation), except for listed equity

shares where STT is paid will be 0%. In case of listed equity shares (if sale transaction is off market) and other listedsecurities, tax rate of 20% (with indexation) will apply

• Short term capital gains tax: Unlisted securities will attract a tax rate of 30%. Listed equity shares where STT is paidwill attract a rate of 15%

The above rates shall be increased by applicable surcharge and education cess, and are based on current tax rates.However, recently on July 28, 2014, Central Board of Direct Taxes (‘CBDT’) has issued a circular clarifying tax treatmentof Alternative Investment Funds (AIF). As per the Circular, an AIF (set-up as a trust) wherein names of the investors ortheir beneficial interest are not known at the time of creation of trust (i.e. date on which trust deed is executed), isrequired to discharge taxes at Maximum Marginal Rate (MMR) u/s 164(1) of ITA. This is for information purpose only.Please take advice from your tax consultant before investment.

Qs: How will I know the performance of my investment / companies in which the Fund has invested?The Fund Manager will provide you with six monthly newsletters detailing the investment portfolio and progress ofportfolio companies. NAV of the Fund will be made available to you on a quarterly basis and Audited financialStatement of Fund on yearly basis. A valuation exercise of the portfolio from an independent valuer of repute appointedby the Fund Manager will be conducted on an periodic basis.

FAQs

Thank You

Sixth Sense Ventures Advisors LLP

A - 909, The Capital,

Bandra Kurla Complex,

Bandra (East ),

Mumbai - 400051

Tel: +91-9821132471

Email: [email protected]

[email protected]

[email protected]

Web: www.sixth-sense.in

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