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The information contained in this document is strictly confidential and has been prepared by Mytrah Energy Limited (the “company”) for informational purposes only and it is not intended to form the basis of any investment decision to purchase securities in or in relation to the company. This document may not be taken away, reproduced or redistributed or disclosed, in whole or in part, to any other person without the prior written consent of the company. No representation or warranty, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information, or opinions contained herein. By attending the meeting where a presentation in relation to these materials is made, or by reading the presentation slides, you agree to be bound by the limitations set out herein.
None of the company, its shareholders or its advisors or representatives shall have any responsibility or liability whatsoever (for negligence or otherwise) for any loss howsoever arising from any use or on reliance of this presentation or its contents or otherwise arising in connection with this presentation.
The third party information and statistical data in this presentation have been obtained from industry publications or publicly available sources that the company believes to be reliable, but there can be no assurance as to the accuracy or completeness of the included information. This presentation does not contain all material information concerning the company and the information set forth in these materials is subject to change without notice. The information in this document is presented as of April, 2016, its accuracy is not guaranteed, and it may be incomplete or condensed. The company is under no obligation to update or keep current the information contained herein. None of the company, its shareholders or its directors, officers, key managerial personnel or affiliates makes any representation or warranty, express or implied, as to the accuracy or completeness of the information in this presentation, and nothing in this presentation is, or should be relied upon as, a promise or representation by any of them.
Certain statements in this document may constitute “forward-looking statements”, including statements regarding the company’s expectations and projections for future operating performance and business prospects. Such forward-looking statements are based on numerous assumptions regarding the company’s present and future business strategies and the environment in which the company will operate in the future. Such forward-looking statements speak only as of the date on which they are made. Accordingly, the company expressly disclaims any obligation to update or revise any forward-looking statement contained herein to reflect any change in the company’s expectations with regard to new information, future events or other circumstances. The company does not make any representation, warranty or prediction that the results anticipated by such forward-looking statements will be achieved, and such forward-looking statements represent, in each case, only one of many possible scenarios and should not be viewed as the most likely or standard scenario. Accordingly, parties reviewing this presentation should not place undue reliance on any forward-looking statements.
This document is for information and convenient reference and does not constitute or form part of, and should not be construed as, any offer for sale or an invitation to offer or subscription of or solicitation or invitation of any offer to buy or subscribe for any securities of the company in any jurisdiction, including the United States and India. No part of it should form the basis of, or be relied in any connection with any investment decision or any contract or commitment to purchase or subscribe for any securities. The securities of the company have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered, sold or delivered within the United States absent registration under, or an applicable exemption from, the registration requirements of the United States securities laws. This presentation and the information contained herein are being furnished to you solely for your information and may not be reproduced or redistributed to any other person, in whole or in part. In particular, neither the information contained in this presentation nor any copy hereof may be, directly or indirectly, taken or transmitted into or distributed in any other jurisdiction except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of the applicable securities laws. No money, securities or other consideration is being solicited, and, if sent in response to this presentation or the information contained herein, will not be accepted.
By reviewing these presentation materials, you are deemed to have represented and agreed that you and any persons you represent are either (a) Qualified Institutional Buyers (within the meaning of Rule 144A under the Securities Act), or (b) outside of the United States, as defined in Regulation S under the Securities Act.
By reviewing these presentation materials, you acknowledge that you will be solely responsible for your own assessment of the market and the market position of the company and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the business of the company.
Disclaimer
• Renewable Energy Owner, Operator : IPP• Long Term Electricity Sales Agreements• Upfront Capital, Low Operating Costs• Highly Levered, but Non-Recourse
AND
• Fully Integrated Developer• Rapidly Growing• Not Reliant on Subsidy
AND
• World-Class Governance• Backed by Major Players• Independent & AIM Listed
4
1. The Company
2. India
3. Current Performance
4. Financing
5. Q&A
6. Future Plans
7. Summary
8. Q&A
Contents
Proven Management Team & Governancediverse team with wide-ranging and relevant experience
Russell Walls – Aviva, BAA, Welcome, Coats Viyella*#
Rohit Phansalkar – Oppenheimer, Bear Stearns*#
Bob Smith (EVP) – BP#
Vikram Kailas (CFO) – Deloitte, Credit Suisse#
Ravi Kailas (Chairman & CEO) – 25yr Successful Entrepreneur*#
Shirish Navlekar – Cairn Energy, GMR, Delhi Airport#
Milind Joshi – Powergen, Tata Power, GMR, IDFC#
Charandeep Kaur – Trilegal#
Ren
ewab
les En
ergy
Fina
nce
Reg
ulat
ory
& C
SR
Ops
& H
SE
Non
Exe
c. D
irec
tors
Companies quoted to show the background experience of the Directors, the list is not meant to be complete for each director, and each director may or may not have a current relationship with the companies shown. Mytrah is fully compliant with governance requirements of UK and India company law.* Director Mytrah Energy Ltd. # Director Mytrah Energy (India) Ltd.
0
85
299 310
529583
617
Oct/2010 2011 2012 2013 2014 2015 Mar/2016
35
48
64 66
9M 2012 2013 2014 2015
listed in 2010, growing & profitable
Revenue Generating MW Capacity EBITDA ($m)
0
200
400
600
800
Inst
alle
d W
ind
Cap
acity
MW
*
*Major players, information collated by Mytrah at YE 2014 from publicly available sources
among the biggest players in India
backed by highly regarded international investors & banks
8
1. The Company
2. India
3. Current Performance
4. Financing
5. Q&A
6. Future Plans
7. Summary
8. Q&A
Contents
0
100
200
300
400
500
600
700
800
Wind Solar Small hydro
Others
GW
Installed capacity Estimated potential
huge potential, driven by scale, geography
huge potential, driven by scale, geography & fundamentals
0
50
100
150
FY08 FY10 FY12 FY14
DemandSupply
0
5
10
15
USA
Japa
n
Ger
man
y
Rus
sia
UK
S. A
frica
Chi
na
Braz
il
Indi
a
Energy Consumption Per Capita (kWh pa)
Peak Power (GW)
Supportive EnvironmentGovt Plan to Grow RE Rapidly Without Subsidy
0
40
80
120
2000 2004 2008 2012
0
40
80
120
160
2007 2012 2017 2022
Indi
a In
stal
led
GW Compound Growth Rate
55% per year
Ger
man
y In
stal
led
GW
All data on this slide Mytrah internal analysis, based on publicly available information
• Serving an unmet need• Cost effective• Faster to market
• And – Returns are good
12
1. The Company
2. India
3. Current Performance
4. Financing
5. Q&A
6. Future Plans
7. Summary
8. Q&A
Contents
Existing Wind Plants : Risk Management Through Diversification
SuzlonGamesa
ReGen
Gujarat
Rajasthan
Maharashtra Andhra Pradesh
Karnataka
Tamil Nadu
PlantCapacity
(MW)
Ope
ratio
nal
Kaladonger 75.6Mokal 42.0Bhesada 50.4Jamanwada 52.5Mahidad 25.2Sinnar 12.6Chakala 39.0Savalsang 95.2Vajrakarur 1/2 86.1Burgula 37.4Vagarai 100.5
Total 616.5
Gujarat
Rajasthan
Maharashtra
Andhra PradeshKarnataka
Tamil Nadu
5
4
1
2
8
11
910
6
7
3
20 Years
25 Years
13 Years
< 10 Years
current portfolio
risk management through diversification
90%
100%
110%
120%
1995 2000 2005 2010 2015
Rel
ativ
e A
vera
ge W
ind
Spee
d (2
015
Bas
e)
2015 wind lowest for 21 years, and Mytrah still made a reasonable profit and did not miss a debt payment
16
1. The Company
2. India
3. Current Performance
4. Financing
5. Q&A
6. Future Plans
7. Summary
8. Q&A
Contents
MEL Corporate Structure
Mytrah Energy Limited, Guernsey (MEL)
Solar SPVs Wind SPVs
Mytrah VayuUrja
67 MW
Mytrah VayuPennar63 MW
Bindu VayuUrja
179 MW
Mytrah VayuKrishna
133 MW
Future SPVs
410 MW
Mytrah VayuManjira101 MW
IdentifiedPipeline
3,500 MWFuture SPVs
Mytrah VayuIndravati50 MW
AIM
Bindu Vayu (Mauritius) Ltd(BVML)
Mytrah Energy (India) Limited(MEIL)
100%
100%
INDIA
company structure
Term Loan and Working Capital Lenders
$ 380MRefinancing
3 Large Banks (including two existing
banks)
• Refinance of $380 m senior loans from 22 banks across 543 MW of operating wind farms
• Interest savings of 140 bps
• 3 year term extension
financing innovation
$2m loan
$380m Senior Debt
Mytrah Energy Limited, Guernsey
(MEL)
Bindu Vayu (Mauritius) Ltd(BVML)
Mytrah Energy (India) Limited(MEIL)
Operating Wind SPVs
Wind SPVs with Assets in
Construction
$476m
$30m NCB
$64m mezz.
Funding Structure for Existing Asset Base
Debt for 460MW New Assets+
$331m
$7m loan
$91m NCB
$233mSenior Debt
In Place In Negotiation
c. $186mSenior Debt
c. $186m
$130m NCB
$380m ReFi
$175m ADB
large portion of debt is for new assets yet to come on line
20
1. The Company
2. India
3. Current Performance
4. Financing
5. Q&A
6. Future Plans
7. Summary
8. Q&A
Contents
project development cycle – different in India – boosts returns
0 2 4 6 8 10 12 14 16
Years from Inception
Europe
Mytrah
Cumulative Cost
Revenue
Cumulative CostRevenue
Site Identification
& EvaluationLand Negotiation
& PermittingProject
ExecutionOperation & Maintenance
• Wind assessment
• Grid assessment
• Bid Strategy • Land
Acquisition• Government• Contracts• Finance
• Engineering• Procurement• Construction• Quality
Control
• Asset management
• Power marketing
• Customer & Community relations
Team
s
Legal, IT, HR, Admin
22
fully integrated team across asset lifecycle
Strong Pipeline
Andhra Pradesh
Telangana
Karnataka
Tamil Nadu
Maharashtra
Gujarat
Rajasthan
Madhya Pradesh
Wind Studies Approval Stage Ready to Build7000 MW 2500MW 1000MW
377 Today
strong pipeline of future opportunity
ProjectExpected Capacity in 2016 Wind Season
Substation Progress Export Line Progress Wind Turbine Progress
Bhesada 50.4 MWComplete &
Charged Complete & Charged All the 24 turbines commissioned
Vajrakarur 2 100 MWComplete &
Charged Complete & Charged11 out of 50 turbines commissionedErection of another 30 turbines is complete
Nazeerabad 50 MW 85% Complete85%
Complete Erection of all 24 turbines is complete.
Nidhi Wind Farms 40 MW 80% Complete 80% Complete Erection of all 24 turbines is complete.
Additional 220 MW in
construction
Target commissioning ahead of 2017 wind
season70% Complete
60%Complete Foundation construction in progress
783 MW going into the 2016 Wind Season + 220 MW for Next Season
Good progress on current projects in construction
085
299 310
529583 617
783
1000
Oct/2010 2011 2012 2013 2014 2015 Mar/2016 Mid 2016 Mid 2017
1000 MW in 12 mo from today
• Renewable Energy Owner, Operator : IPP• Long Term Electricity Sales Agreements• Upfront Capital, Low Operating Costs• Highly Levered, but Non-Recourse
AND
• Fully Integrated Developer• Rapidly Growing• No Reliance on Subsidy
AND
• World-Class Governance• Backed by Major Players• Independent & AIM Listed