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SKP Investment Chronicle 2015 | 1

Deal Analysis Report

Investment

Chronicle 2015

Issue 1

www.skpgroup.com


© 2016 SKP Business Consulting LLP. All rights reserved.

For private circulation only.

Disclaimer: The Investment Chronicle 2015 summarises the list of deals announced based on information available in the public

domain and the VCCEdge database. For our analyses, we have referred to information from media reports, the Department of

Industrial Policy and Promotion (DIPP), the Reserve Bank of India (RBI) and other government sources.

INVESTMENT CHRONICLE

REPORT TEAM

Saloni Jhaveri

Harshal Choudhary

Raj Vora


Contents

04 Foreword

06 Executive Summary

09 Deal Landscape Quarter-wise deal trends

Deal breakdowns

Deal street – The Indian terrain

Cross Border Transactions

18 Sectoral Focus Hot sector

Emerging playground

30 SKP Insights Mergers and acquisitions: A winning strategy for paced growth

Financial re-engineering of stressed assets

The start of the start-ups era – Evaluation and prospects

48 Outlook 2016

SKP Insights

The start of the

start-ups era

- Evaluation and

prospects

M&A: A Winning

strategy for

paced Growth

- Case study: Lupin

Limited

Pg 32

Pg 39

Financial

re-engineering of

stressed assets

- SDR Scheme

- Insolvency and

Bankruptcy Code

Pg 44


Foreword

“We are happy to present to you Investment Chronicle 2015, the

first of an annual series that gives our readers a comprehensive

understanding of the Indian deal-making landscape, which comprises

of mergers and acquisitions, equity investments and exits. This report

analyses India’s Transactions Arena 2015.

Over the past decade, strategic and financial investments in India

have been growing consistently. With a CAGR of 9.6% in the past four

years deal markets have grown from USD 39 billion to USD 51 billion.

The increasing volume of billion-dollar deals in recent years has

shown the potential that markets can achieve.

To summarise, after a brief period of slowed activity, the surge in the

Indian deal-making scenario can be attributed to:

Better investor sentiments

An optimistic business scenario and the government’s intent to

build business environment

Increasing GDP prospects

Improvement in the pace of economic and sectoral reforms

The fact that the world’s second most populous country will soon

be outpacing other developed and developing countries

With a deal resurgence for transactions in 2014, the year 2015 headed

off to a slow start. The year 2015 has seen a steep increase in inbound

transactions on account of the depreciating rupee, costlier foreign

assets and stretched balance sheets. These setbacks however, could

not restrict domestic players from acquiring assets globally.

1

Highlights

Within outbound investments, the United States of America and the

United Kingdom top the charts with deals majorly in the healthcare

and information technology space. In the domestic deal scenario,

Maharashtra and Karnataka top the charts attracting investors across

sectors.

While M&A was not a dynamic activity, the interest from equity

investors rose to 1.6 times its value in the previous year and crossed

the USD 20 billion mark.

On the sectoral front, with changes in regulations and potential

growth factors, the Financial and IT & ITeS sectors earned more deals

this year.

We hope the insights shared in this paper will help you chart your own

strategy and understand the transaction environment.

Saloni Jhaveri Director

Business Advisory

SKP

Volume of deals

2678

Top PE exit

USD 385 million

Deal market valued

USD 51 billion

Top sector-wise FDI inflow

Services

Top Indian state by

investments

Maharashtra

Hot sector

Financials USD 11.3

billion

Top M&A deal valued

USD 1,260 million

Emerging segment

Healthcareequiptment and services

M&A CAGR (4 years)

3%

Top outbound partner by

investments

USA

Top PE valued

USD 1,158 million

Private equity CAGR (4 years)

25%

Source: SKP analysis


Executive

Summary

2


Exhibit 1: Deal Value Mix USD million

Particulars 2014 2015 Movement

Merger & Acquisitions 33,339 22,504 -32%

Equity Investments 14,616 23,228 59%

Private Equity Exits 5,003 5,512 10%

Total 52,958 51,244 -3%

Exhibit 2: Deal Volume Mix USD million

Particulars 2014 2015 Movement

Merger & Acquisitions 878 937 7%

Equity Investments 1029 1474 43%

Private Equity Exits 278 267 -4%

Total 2185 2678 23%

Exhibit 3: M&A Average Deal Size# USD million

37 44

111

45

113

96 59

115

90

141

53

97

2012 2013 2014 2015

Domestic

Inbound

Outbound

Executive Summary

Sectoral Focus

SKP Insights

Outlook

Foreword

Deal Landscape

Deal markets – A bird’s eye view

Transactions were valued at USD 51 billion with a minimal slump of 3% from the

previous year (as seen in Exhibit 1). However, the number of deals increased by

23% (as seen in Exhibit 2). The year 2015, witnessed the lowest number of billion

dollar deals in the last four years, with only three deals as compared to seven deals

in 2014. However, the 500-million-dollar segment remained robust with 18 deals

as compared to 21 deals in the previous year.

Equity investments valued at USD 23 billion, crossed the USD 20 billion mark for

the first time in the last decade in 2015. The deals surpassed 2007 levels, previously

the highest with USD 19 billion.

Mergers and acquisition activity saw a 32% drop in value. Interestingly however,

the deal volume has shown an uptrend. As witnessed in 2014, many deals that were

in the pipeline were revived because of optimistic investor sentiments. However,

2015 did not match the momentum of domestic deals in 2014, which was the

highest in the past decade.

Private equity exits have remained the same as the year 2014. Investors have

shown more interest in the exit modes, particularly, towards secondary sale and

open market sale, the latter being the most preferred exit mode of 2015.

The average deal size for cross-border transactions have nearly doubled this year

(as seen in Exhibit 3) with relaxed reforms and regulations being the major reasons

fueling the uptrend.

The interest of equity investors is on the rise, and is reflected in the upward trend

of the average deal size from 2012 (as seen in Exhibit 4).


SKP analysis


# Average Deal size is based on deals with disclosed values



Exhibit 4: Equity Investment Average Deal Size# USD million

Exhibit 5: Sectoral panorama USD million

Sector M&A Equity Investments Private Equity Exits Total Weights Movement

in Value 2014 2015 2014 2015 2014 2015 2014 2015 2014 2015

Consumer Discretionary 2,220 2,319 4,954 4,873 1,058 604 8,232 7,795 16% 15% -5%

Consumer Staples 1,530 583 284 394 165 332 1,979 1,310 4% 3% -34%

Energy 5,018 1,510 28 521 37 - 5,084 2,032 10% 4% -60%

Financials 4,399 3,792 3,427 5,806 1,177 1,718 9,003 11,317 17% 22% 26%

Health Care 5,351 3,970 1,360 1,322 344 555 7,054 5,847 13% 11% -17%

Industrials 2,429 1,319 1,041 3,533 822 631 4,292 5,483 8% 11% 28%

Information Technology 2,560 2,867 2,558 4,705 633 612 5,751 8,184 11% 16% 42%

Materials 2,253 2,729 294 279 261 494 2,808 3,501 5% 7% 25%

Telecommunication 2,373 3,092 70 4 430 451 2,873 3,547 5% 7% 23%

Utilities 5,207 323 600 1,790 75 114 5,881 2,227 11% 4% -62%

Total 33,339 22,504 14,616 23,228 5,003 5,512 52,958 51,244 100% 100%

29

38

54

81

8 9 10 15

25 22

33 38

2012 2013 2014 2015

PrivateEquity

Venturecapital

Real EstateInvestment

The average deal size for private equity investments has increased to USD 81

million from USD 54 million. Investments in real estate investments have increased

by 50% from USD 10 million in 2014 to USD 15 million in 2015.

The information technology, banking and financial services and healthcare sectors

drove the private equity investment activity in 2015. In the IT sector, growth was

backed by consolidation amongst e-commerce firms. Investments in the IT sector

multiplied two fold compared to 2014.

Investments in the regional banking sector that saw an uptrend in 2014 (ING Vysya,

Lakshmi Vilas, etc.) did not feature this year. The telecommunications sector

gained focus with four big size deals valued over USD 500 million including, Viom-

ATC valued at USD 1.2 billion. The life and health insurance sector was highly

active, with large players investing an average of USD 200 million through inbound

routes.


# Average Deal size is based on deals with disclosed values


Executive Summary

Sectoral Focus

SKP Insights

Outlook

Foreword

Deal Landscape


Deal Landscape

1) Quarter-wise deal trends

2) Deal breakdowns

- For mergers and acquisitions

- For equity investments

- For private equity exits

3) Deal street: The Indian terrain

4) Cross-border transactions

3


Quarter-wise deal trends

Exhibit 6 USD million

8,524 15,842 9,902 18,689 11,739 11,676 16,047 11,782

2014 2015

Exhibit 7: Sectoral Movements Decrease Increase USD million Sector Q1-14 Q2-14 Q3-14 Q4-14 Q1-15 Q2-15 Q3-15 Q4-15 2014 2015 Variation

Consumer Discretionary 1,096 1,968 2,139 3,029 1,694 1,743 3,026 1,333 8,232 7,795 -5%

Consumer Staples 698 881 86 314 495 332 168 315 1,979 1,310 -34%

Energy 2,524 140 271 2,150 40 533 1,459 - 5,084 2,032 -60%

Financials 780 2,294 1,532 4,398 1,972 3,276 3,235 2,833 9,003 11,317 26%

Health Care 471 5,344 645 595 1,126 1,708 2,328 685 7,054 5,847 -17%

Industrials 686 1,898 980 728 2,278 726 797 1,683 4,292 5,483 28%

Information Technology 1,037 902 1,838 1,973 2,891 1,419 2,338 1,536 5,751 8,184 42%

Materials 330 363 966 1,149 489 1,057 1,834 121 2,808 3,501 25%

Telecommunication 157 1,140 262 1,314 262 720 205 2,360 2,873 3,547 23%

Utilities 745 912 1,184 3,040 493 161 657 917 5,881 2,227 -62%

Total 8,524 15,842 9,902 18,689 11,739 11,676 16,047 11,782 52,958 51,244

5,093

10,468

5,109

12,669

4,706 3,368

8,206 6,224

2,459

3,859

3,497

4,801

5,197 6,289

6,799

4,943 972

1,515

1,296

1,219

1,836 2,019

1,042

615

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4

M&AEquity InvestmentsPE Exits

Started on a steady note, remains robust throughout

the year

The year 2015 has shown a consistent performance of deals throughout as

compared to 2014 which was volatile amongst quarters. Quarters 1 and 3 of

2015 showed an increase of 38% and 62% as compared to the respective

quarters of 2014, however there was a decline by 26% and 37% for quarter 2

and quarter 4 respectively.

The M&A segment which observed a slow momentum throughout the deal

activity of 2015 had peaked at USD 8.2 billion in quarter 3. However, it could

not surpass the 2014 quarter-wise average of USD 8.3 billion.

On the other hand, equity investments showed a positive behavior with its 2015

quarter-wise average of USD 5.8 billion above the 2014 highest quarter

performance level. Private equity exits remained robust throughout quarters

and touched the USD 2 billion mark in quarter2 of 2015. Overall, upturn trend

in the latter half of the year, is similar for this year with regards to the revival

of investor sentiments.


Deal

Landscape Sectoral Focus SKP Insights Outlook Foreword Executive Summary


Deal breakdown

Exhibit 7: Mergers and Acquisitions USD million

5,093 10,468 5,109 12,669 4,706 3,368 8,206 6,224

2014 2015

Top Mergers and Acquisitions 2015

ONGC Videsh Limited

American Tower Corporation

Lupin Limited

Birla Corporation Limited

Mylan Inc.

Outbound deal for Inbound deal for Outbound deal for Domestic deal for Inbound deal for

USD 1,260 million USD 1,174 million USD 880 million USD 766.4 million USD 750 million to acquire 15% stake in an energy, oil & gas company

to acquire 51% stake in a telecom company

to acquire 100% stake in a pharmaceutical company

to acquire 100% stake in a construction company

to acquire 100% stake in a pharmaceutical company

CSJC Vankorneft Viom Networks Ltd. Gavis Pharmaceuticals LLC Lafarge India Pvt. Ltd. Jai Pharma Ltd.

1,903

7,051

2,633

7,773

1,826 1,462 2,321 2,055

1,257

1,336

1,093

839

2,298

600

1,950 2,947 1,274

268

294

784

433

1,019

2,814 872 659

1,813

1,088

3,273

149

287

1,120

351

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4

Domestic

Inbound

Outbound

Others

Mergers and Acquisitions: Values dropped by 32% and

volumes increased by 7%

M&A was a passive game for players in 2015. The year witnessed a decline from

USD 33 billion to USD 22 billion, year-on-year. However, there has been a rise in

cross-border transactions from USD 7.1 billion to USD 12.9 billion.

A major highlight of the year was the rise in outbound deals by 96% which was

dominated by the healthcare pharmaceuticals industry which constitutes around

50% of the increased activity. Inbound deals have increased by 72% from USD 4.5

billion to USD 7.8 billion. Insurance, telecommunications and software services

accounted for nearly 50% of all inbound deals in 2015.

Activities on the domestic front dipped from USD 19.3 billion in 2014 to USD 7.6

billion in 2015 (60% decline), as 2014 was driven by a domestic market

consolidation and the interest of foreign players to increase their presence in

India. Some sectors such as energy, utilities and consumer staples failed to keep

up in the M&A deal space all through the year.


Deal



Exhibit 8: Equity Investments USD million

2,459 3,859 3,497 4,801 5,197 6,289 6,799 4,943

2014 2015

Top Equity Investments 2015

Centerbridge Partners LP

Tiger Global LLC & Steadview Capitalfund Ltd

GE Energy Financial Services

Carlyle International Energy Partners LP

India Value Fund & TA Associates Ltd

PE investments for PE co-investments for PE co-investments for PE investments for PE co-investments for

USD 1,158 million USD 700 million USD 570 million USD 500 million USD 500 million

to acquire 100% stake in a

capital goods company to acquire 4.6% stake in an

e-commerce company to acquire UD* stake in an electric utilities company

to acquire UD* stake in a energy oil & gas company

to acquire UD* stake in a media broadcast company

Senvion SE Flipkart Pvt. Ltd. Welspun Renewables

Energy Pvt. Ltd. Magna Energy Ltd.

ACT Pvt. Ltd. ACT Broadband (ACT TV)

*UD-undisclosed

1,421 1,652 2,047 2,689 2,512

3,066 3,635

2,766 430

879 260

400 348

1,454 611

649

409

448 601

983 1,676

1,035 1,878

773

198

880 589

729 661

735

675

754

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4

Private Equity

Public Equity

Venture Capital

Others


Equity Investments: Changing tides for equity, the

private players spree continues, 59% rise in values

The year 2015 ended with the highest equity investments seen in the past decade,

valued at USD 23 billion, surpassed the previous high of 2007 which stood at USD

19 billion.

Private equity has seen a rise in investments from USD 7.8 billion to USD 11.9

billion. The increase in investor’s interest is mainly due to the financial services

sector, real estate development, and IT software and services.

Early seeders and ventures have doubled to USD 5.4 billion as against USD 2.5

billion in 2014 harnessing growth in internet retail, media broadcasting and

healthcare equipment as emerging segments.

Public equity has seen a rise in investments from USD 1.9 billion to USD 3.1 billion.

The Kuwait Investment Authority infused nearly USD 300 million in GMR Infra,

which brought signs of revival in PIPE (Private Investments in Public Entity)

amounting to USD 1 billion as opposed to USD 0.3 billion in 2014.

Deal



Exhibit 9: Private Equity Exits USD million

972 1,515 1,296 1,219 1,836 2,019 1,042 615 2014 2015

Top Private Equity Exits 2015

TPG Capital Inc. KKR India Advisors Pvt. Ltd.

Chyrs Capital IV LLC

Temasek Holdings Advisors India Pvt. Ltd.

via secondary sale for via buyback for via open market for via secondary sale via open market for

USD 385 million USD 304 million USD 252 million USD 200 million USD 200 million

to sell 20% stake in a

finance company to sell 14% stake in a

construction company to sell 2.4% stake in a

telecom company to sell 11% stake in a

pharmaceutical company to sell 1.6% stake in a

telecom company

Shriram City Union Finance Ltd.

Lafarge India Pvt. Ltd. Bharti Infratel Ltd. Mankind Pharma Ltd. Bharti Infratel Ltd.

697

1,159 1,088 875

1,483

661 683

254

31

184

-

-

131

909

95

189

155

158

100

112

41 71

37

156

88

15

108

232

180 377

227

16

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4

Open market

Secondary Sale

M&A

Others

Private Equity Exits: Driven by open market; raised

divestor’s inclination for IPO modes

Activity showed a rise of approximately USD 5.5 billion in the value of exits as

compared to USD 5 billion in 2014, driven primarily by open market and

secondary sale, aggregating to 80% of the total exits.

Open market sale was the most preferred exit mode for the telecom, consumer

discretionary and the consumer staples sector investors. However, the

healthcare sector showed a rise in the IPO front with companies like Dr. Lal

Pathlabs, Narayana Hrudayalaya, Alkem Labs going public. Private equity

investors like Bain Capital, L Capital Asia, Sequoia, Tiger Global, etc. chose a

gradual path of divestments in their positions as indicated by their exits in Hero

Moto, Just Dial, PVR Cinemas, etc. in 2014 and 2015.

Exits will continue to remain an important focus area for PE investments made

in the past. Spending considerable time on their readiness and consistently

improving the performance agenda will be top priority for investors preparing

for exit in the near future.


Deal


The Baring Asia Private Equity Fund V


Deal street – The Indian terrain

Maharashtra

M&A 2015: 30% 2014: 15%

Key Deals

Jai Pharma – Mylan INC USD 750 million

Liberty Videocon – Liberty Mutual INC USD 374 million

EI 2015: 37% 2014: 28%

Key Deals

Intelnet Global – Blackstone Advisors USD 384 million

CG Electricals – Temasek Holdings USD 316 million

PE Exit 2015: 38% 2014: 35%

Key Deals

Larfarge India – Baring Asia PE Fund USD 304 million

M&M Finance – Cartica Capital USD 188 million

Karnataka

M&A 2015: 6% 2014: 19%

Key Deals

SmartPlay Tech – Aricent INC USD 180 million

Corporation Bank – GOI , LIC of India USD 141 million

EI 2015: 20% 2014: 16%

Key Deals

ANI Tech – Steadview, Softbank, DST, Tiger Global and others USD 500 million

Atria Convergence – India Valuefund & TA Associates USD 500 million

PE Exit 2015: 10% 2014: 6%

Key Deals

Britannia Industries – Arisaig Asia USD 153 million

ING Vysya Bank – ChrysCapital Investment USD 128 million

1

2

Deal models 2015 2014

Mergers and Acquisitions 15,437 24,003 Equity Investments (EI) 18,823 11,123 PE Exits 5,542 4,994


Summary of deals are based on the location of target companies

in India, comprising of domestic and inbound deals.

Deal


USD million


Haryana M&A 2015: 17% 2014: 20%

Key Deals

Viom Networks – American Tower Corporation USD 1,174 million

Sistema Teleservices – Reliance Communications USD 687 million

EI 2015: 10% 2014: 13%

Key Deals

Renew Power – Goldman Sachs, South Asian CE Fund, Abu Dhabi

Investment Council USD 265 million

Amplus Solar – ISQ Global USD 150 million

PE Exit 2015: 13% 2014: 10%

Key Deals

Bharti Infratel – KKR India USD 252 million

Bharti Infratel – Temasek Holdings USD 199 million

Delhi M&A 2015: 5% 2014: 9%

Key Deals

SembCorp Green – SembCorp Utilities PTE

USD 169 million

ABInbev India – Anheuser-Busch USD 100 million

EI 2015: 16% 2014: 14%

Key Deals

Welspun Renewables – GE Energy USD 570 million

Jasper Infotech – BlackRock INC, Temasek Holdings,

Softbank Corp and others USD 500 million

PE Exit 2015: 10% 2014: 18%

Key Deals

Mankind – ChyrsCapital LLC USD 200 million

Hero Motocorp – BainCapital USD 117 million

3

Tamil Nadu

M&A 2015: 7% 2014: 5% Key Deals

Polaris Consulting – Virtusa India USD 269 million GI Retail – WireCard AG USD 254 million

EI 2015: 6% 2014: 10% Key Deals

Shriram City Finance – Apax Partners LP USD 385million

Faery Estate – SPREP Pte USD 113 millionPE Exit 2015: 11% 2014: 8% Key Deals

Shriram City Finance – TPG Capital USD 385 million Agile Electric – Blackstone Advisors USD 106 million

5


Deal


4


Cross-border transactions

Outbound M&A Exhibit 10: Top 5 Targeted Countries (Ranks by deal values)

Rank Country

% of Deal Values % of investments in respective

sector 2015 2014

USD 5,140 million

USD 2,620 million

1

USA 30% 35% 62% 28%

Health Care Information Technology

2

Russia 25% - 100% Energy

3

UK 17% 1.2% 56% 22%

Telecommunications Information Technology

4

Switzerland 9% - 91%

9% Materials Metals & Mining Industrials

5

Australia 6% 0.5% 98%

2% Health Care Consumer staples

After a brief lull, acquisitions by

Indian companies in markets

overseas have touched USD 5.2

billion

Collectively, the cash-rich healthcare and IT

sectors contributed to nearly half of the

outbound deals, increasing outbound M&A to

USD 5.2 billion in 2015, compared to USD 2.54

billion a year ago.

The energy sector has also contributed with

ONGC acquiring 15% stake in the Vankorneft

oil project, a unit of Russia’s OAO Rosneft the

world’s largest publicly traded oil company.

*Healthcare – 31%

Energy – 25%

IT – 14% *(% of total outbound deal value)

“In the case of pharmaceutical companies,

acquisitions have been aimed at building

presence in key markets such as the US or

Europe, and also towards adding capabilities in

the therapeutic areas of interest”

- Raj Balakrishnan

Co-head of investment banking India

Bank of America Merrill Lynch. (cited from LiveMint 22 Jan 16)

Investors are questioning the rationality of acquisitions overseas when the synergy

is not apparent or immediate While deal activity is at its peak, the underlying drivers are significantly different from the deals which drove former

outbound deal activities, which was the need to secure natural resources. Such rationalities are absent from the mix this

time because of the financial situation of many companies.

Present deal rationales# Enhance/consolidate presence in international markets

Adding technological expertise to expand home/domestic operations

To improve flagging growth in pre-exiting markets

Acquire access to new products and licences to trade in regulated markets

Improve portfolios by adding high quality international assets

To secure raw materials at lower prices

(#as observed in major deals of ONGC-Vankorneft, Rajesh-Valcambi, Lupin-Gavis, Cipla-InvaGen, Infosys-Panaya, etc.)


Deal

Landscape

Sectoral Focus

SKP Insights

Outlook

Foreword

Executive Summary


Foreign direct equity investments

Exhibit 11: By Country USD million

Ranks* Countries As on

Sep 2015 % of Total

Inflows Jan – Sep

2015 Jan – Sep

2014 Jan – Dec

2014

1

Mauritius 91,222 34% 6,805 5,373 7,073

2

Singapore 38,882 15% 9,124 5,194 7,092

3

UK 22,563 9% 770 908 1,096

4

Japan 19,167 7% 1,472 1,845 2,335

5

Netherlands 15,769 6% 1,954 2,646 3,254

Total FDI Equity Inflows from all countries 265,265 100% 26,517 22,091 28,785

*Ranks based on cumulative FDI as on Sep 2015 Source: Department of Industry Policy & Promotion Publications

Exhibit 12: By Sector USD million

Ranks* Sector As on

Sep 2015 % of Total

Inflows Jan – Sep

2015 Jan – Sep

2014 Jan – Dec

2014

1

Service Sector#1 45,367 17% 3,611 1,861 2,932

2

Construction#2 24,156 9% 143 880 1,019

3

Computer Software & Hardware

18,170 7% 4,381 1,008 1,558

4

Telecommunication 17,717 7% 885 3,690 3,894

5

Automobile Industry 14,002 5% 2,608 1,681 2,228

Total FDI Equity Inflows in all sector 265,265 100% 26,517 22,091 28,785

*Ranks based on cumulative FDI as on Sep 2015 Source: Department of Industry Policy & Promotion Publications

#1: Includes Financial, Banking, Insurance, Non-Financial / Business, Outsourcing, R&D, Courier, Tech. Testing and Analysis

#2: Includes development, townships, housing, built-up infrastructure

India among top 10 destinations for

FDI

Due to lacklustre of policy reforms, tax and political

uncertainties and issues of governance in the past few

years, 2015 has been a year for cross-border

investments due to the directive steps enforced by the

government.

Although, more than 50% of the inflows in India are

from Mauritius and Singapore, these are mainly on

account of the tax havens through which investments

are routed. While both these countries top the charts

they are clearly not the original source of investments.

The UK, Japan, Netherlands and USA are some of the

countries that top the charts as far as the original

source of investments are concerned.

A sectoral analysis of FDI suggests that the services

sector and the construction sector contribute to nearly

17% and 9% of FDI inflows for the period January-

September 2015, respectively.

The construction and service sectors will continue to

dominate the charts as foreign investments of

approximately USD 1 trillion are required by March

2017 to repair infrastructure such as ports, airports

and highways in order to boost growth.

Deal

Landscape

Sectoral Focus

SKP Insights

Outlook

Foreword

Executive Summary


Sectoral

Focus 1) Hot sectors

2) Emerging segment

4


I. Financials

Hot sectors

Exhibit 13: Snapshot

*Others 2% excluded in the inner doughnut

2012

9.6

289

2013

7.1

331

2014

9

345

2015

11.3

323

USD billion

>> Real Estate / Insurance / Diversified Financials / Banks Deals

Sectoral

Focus

Deal Landscape

SKP Insights

Outlook

Foreword

Executive Summary


PE Exits

Private Equity

Public Equity

Mergers and acquisitions

Real estate in private equity rising at

a CAGR of 18% (2011-15)

Top real estate PE deal GIC PTE – DLF

Home Developers was valued at USD

300 million

Private equity deals increased by 4.7

times since 2014

PE deals were dominated by

investments in life and health

insurance, specialised finance, asset

management and custody banks

Equity exits are declining at a CAGR of

17% (2011-15)

The preference for secondary sale

exit mode has increased amongst

divestors, rising to a CAGR of 99%

(2011-15)

Domestic deals were re-stabilised at

USD 1 billion after the high value ING

Vysya – Kotak Bank deal in 2014

which was valued at USD 2.4 billion

Multiline insurance and diversified

banks were amongst active segments

within the domestic M&A activity

Inbound deals touched the USD 2.6

billion mark, 27 and 7 times the 2013

and 2014 levels respectively

The Top inbound deal Liberty-

Videocon Insurance valued at USD

374 million, surpassed the

consolidated inbound deal values of

2014 (i.e. USD 363 million)

Public equity deals gradually gaining

momentum crossing USD 1 billion

level since 2012

However, we are yet to see high value

deals like those witnessed in 2012


Exhibit 14: Sub-segment Activity

Grant of banking licence, relaxation of FDI norms in

insurance and real estate, sectors set for action in 2016

2015 was the year of financial sector reforms with heavy capital infusions due to

the relaxation of cap on FDI in insurance and issue of banking licenses to new

players. The latter half of 2015 witnessed India’s largest microfinance company

Bandhan Bank being set up, and a grant of 23 new licences being given to other

small finance and payment banks since 2014. India has also moved a step closer

to becoming a financial hub like Singapore or Dubai, with SEBI approving a

framework for international finance centres (IFCs) in Gujarat.

The capital starved insurance sector picked pace with heavy inbound investments

once the FDI limit was hiked from 26% to 49%. Foreign investors started investing

capital in their Indian holdings with an increased limit to invest in one of the world’s

largest insurance markets. International players such as the AXA Group, Bupa PLC,

Standard Life Plc and Sun Life Assurance aggregately grabbed deals amounting to

USD 1 billion.

Ambitious projects, increasing housing demand and

simplified FDI norms were lucrative factors attracting PE

investments

With the real estate industry facing a slowdown in the past few years, there was a

strong need for private equity participation. The government relaxed FDI norms in

the previous year to attract investments in this sector.

By the end of 2015, the government announced changes in the FDI regime and

equity investments amounted to USD 2.7 billion in real estate investments, with an

outlook for further inflows.

7%

38%

22%

33%

39%

26%

2%

34%

Banks

DiversifiedFinancials

Insurance

Real Estate

2014 2015

USD 9,003 million USD 11,317 million

Key changes in FDI norms to kick-start the real estate

sector to its speed

Removal of Floor Area Restriction condition (20000 sq. mtrs)

Removal of minimum capitalisation amount (USD 5 million)

Permission to exit and repatriate foreign investments subject to lock-in-

periods.

No government approvals for the transfer of stake from a non-resident to

another non-resident without repatriation.


Sectoral

Focus Deal Landscape SKP Insights Outlook Foreword Executive Summary


Exhibit 15: Top Deals USD million

Deal Target Buyer Deal Type Deal Value

% sought

Sub Sector Deal Rationale*

1 Shriram City Union Finance Ltd

Apax Partners LLP Public Equity 385 21% Consumer

Finance

Increase in portfolio of financial Service segment in India, prior investment being in Cholamandalam Investment and Finance Co.

2 Liberty Videocon General Insurance Co. Ltd

Liberty Mutual Group Inc.

Inbound M&A 374 31% Multi-Line Insurance

To increase its stake in Videocon GIC from 18% to 49%, funds to be used by Videocon for retirement of its debts.

3 Reliance Life Insurance Company Ltd.

Nippon Life Insurance Co.

Inbound M&A 342 23% Life & Health

Insurance To increase its stake from 26% to 49%, rationale to increase the range of services.

4 Sharekhan Ltd. BNP Paribas S.A. Inbound M&A 313 100% Diversified Financial services

To reinforce operations in India, further expand into brokerages as well as asset management through target company.

5 DLF Home Developers Ltd

GIC Pte. Ltd Real Estate Private

Equity 300 NA

Real Estate Development

To increase in portfolio of Indian real estate segment.

*Deal rationales: News, Articles and other public documents

Growth Drivers

Simplification of norms and extension of banking licenses

Government initiatives and continuous policy support

Interest subsidies for low-cost home buyers

Economic and demographic drivers

Technology innovation, the use of alternate channels for financial services


Sectoral




wf

2012

4.4

440

2013

4.8

476

2014

5.8

586

2015

8.2

1015

II. Information Technology

*Others 2% excluded in the inner doughnut


USD billion

>>Hardware / semi-conductor equipment / software and services Deals

% share from private equity have

increased to 56% from 44% as

compared to 2014

Witnessed 5 deals valuing above USD

100 million as against single deal in

2014

Angle seed investments valued at

USD 181 million, with volumes

increased up to 450 deals as

compared to 210, 183, 156 deals in

2014, 2013 and 2012 respectively

45% of sector total deal volumes

were attributed to angel investments

Venture Capital has increased by 9

times (USD 2.8 billion) from 2014

(USD 1.4 billion)

Venture capital in internet software

and services segment have grown by

156% CAGR (2011-15)

The share of domestic deals in the

M&A pie remained robust on 37% as

compared to 35% in 2014

Within IT, application software (33%)

and communication equipment

(14%) constituted nearly half of the

domestic deal values

Inbound deals at USD 1.1 billion,

twice the 2014 (USD 540 million)

levels

Sub-segment internet software and

services contributed to 85% (USD 896

million) of inbound and 41% (USD

301 million) of outbound deals

Lowest number of public equity deals

in past 4 years with only 5 deals in

2015

Venture Capital

Private Equity

Public Equity

Mergers and Acquisitions

Sectoral



0.00%

0.01%

96.24%

3.75%

0.00%

0.06%

94.80%

5.14%

Diversified Financials

Semiconductors &Equipment

Software & Services

Hardware & Equipment

2014 2015

Exhibit 17: Sub-segment Activity

Software sector improved with an increase in PE/VC

investments at USD 4.6 billion, sector up at USD 8.2

billion

India continues to consolidate its position among other developing countries in the

IT segment and is ready to become the world’s second-largest internet market after

China. With a new breed of tech-savvy consumers demanding personalised and

premium experiences, businesses have had to change their models and adopt

digital strategies to survive this cut-throat competition.

While in 2014, success was attributable to the emergence of the e-commerce and

e-tailing sector, 2015 saw active investment rallies in the IT software and services

within small and medium sized business segments. Besides developments in niche

segments around software-as-services and enterprise IT solutions, cloud

applications were also on the list of deal activity.

The growth of newer online business segments such as classifieds, real estate,

healthcare, and grocery, and service aggregators such as OLA cabs, Taxiforesure,

Quikrhomes, PayTm, Zomato may be infused with additional series of funds by

their investors. However, the investors of Justdial and MindTree considered it the

right time to exit through open market mode.

Indian policies fuelling a new breed of start-ups, have

caught the interest of overseas investors

To attract more foreign investment in the country, the union cabinet in the year

2015 passed a proposal allowing foreign entities to invest in Alternative Investment

Funds (AIFs). Entry with such funds will help decision makers invest more funds in

start-ups, early stage ventures and small and medium enterprises, which are

generally considered high risk investments.


Activities of AIFs* USD million

Category Commitments

raised Funds raised

Investments made

Category I Infrastructure fund 1,058 303 208 Social Venture Fund 92 40 33 Venture capital fund 253 137 81 SME fund 24 19 3 Category III Total 1,427 499 325 Category III Total 2,263 1,209 1,052 Category III Total 541 449 354

Total 4,230 2,158 1,731 *figures as at the end of 30 September 2015 published by SEBI on 8 December 2015

Category I – These funds receive incentives from the government, SEBI or other

regulating agencies.

Category II – These funds can invest anywhere in any combination but are

prohibited from raising debt, except for meeting their day-to-day operational

requirements

Category III – These funds trade with a view to making short-term returns. It

includes hedge funds, among others.


Sectoral




# includes other investors also; only few have been mentioned here

*deal rationales: News, Articles and other public documents


% sought


1 One 97 Communications Ltd.

Alibaba Group Holding Ltd., RNT Associates Pvt. Ltd., Ratan Naval Tata

Inbound M&A

710 41% Internet

Software & Services

Create presence in mobile payment services in Indian markets

2 ANI Technologies Pvt. Ltd.

Steadview Capital Master Fund Ltd., SoftBank Corp., Tiger Global and others#

Venture Capital

500 Not

available

Internet Software &

Services

Growing the existing position and share in market as well as fend off competition from close rivals.

3 ANI Technologies Pvt. Ltd.

DST Global, Steadview Capital Master Fund Ltd., GIC Pte. Ltd., RNT Associates Pvt. Ltd, and others#

Venture Capital

402 17% Internet

Software & Services

Growing the existing position and share in market as well as fend off competition from close rivals.

4 Intelenet Global Services Pvt. Ltd.

Blackstone Advisors India Pvt. Ltd. Private Equity

384 100%

Data processing & Outsourced

services

Consolidation of presence in India BPO business segments in India.

5 CMS Info Systems Pvt. Ltd.

The Baring Asia Private Equity Fund VI

Private Equity

300 100% IT consulting

& services Expanding the access to banking services in India.

Key performance indicators/key drivers

Increasing interest of investors in e-commerce and start-ups

Development of niche segments such as social, mobility, analytics and cloud

(SMAC)

Applying software as services (SAS) for improving efficiency and achieving

economies of scale for service companies

Cost competitiveness – unique selling proposition (USP) in global sourcing

market


Sectoral




2012

3.7

278

2013

3.9

298

2014

4.3

284

2015

5.5

304

III. Industrials

*Other 2% excluded in the inner doughnut


USD billion

>> Capital goods / commercial and professional services / Deals Transportation / transportation infrastructure

Private equity

Venture capital

Public equity

Mergers and acquisitions

PE exits share through the open

market mode dropped from 68% to

48% as compared to 2014.

Venture capital investments are

growing at a CAGR of 64% (on four

year basis)

55% of the VC investments were

invested in the air freight logistics

sub-segment

PE investments have increased by 3.5

times (USD 2.6 billion) from 2014

(USD 758 million)

70% of the PE investments resulted

from deals in heavy electrical

equipment and construction

engineering sub-segments

The M&A deal value dipped below the

USD 1.3 billion mark, and was USD

2.5 billion both in 2014 and 2013

Only 2 deals above USD 100 million

as against 5, 7 and 6 deals in 2014,

2013 and 2012 respectively

Inbound deals amounted to USD 245

million, which was even less then the

value from a single deal of 2014 (USD

278 million)

Outbound deals have lowered to half

its value since 2014

Private investments in public entity

(PIPE) peaked to USD 358 million with

Kuwait Investment Authority

investing USD 300 million in GMR

infrastructure Ltd.

PE exits

Sectoral



Exhibit 20: Sub-segment activity

66%

10%

20%

5%

59%

7%

10%

23%

Capital Goods

Commercial &Professional Services

Transportation

TransportationInfrastructure

2014 2015

Private equity drives 2015 with a billion dollar deal for

heavy electrical equipment company Senvion SE;

Construction and engineering segments were high on

fund raising

The industrials sector, which has been struggling for years due to the delayed

government's decision making on issues over land acquisition, environment, and

poor financial health of private sector players. Private players are however, are now

actively attracting acquisition and fund-raising deals. The sector is now ready for

more deals that will revive stranded projects and help the sector bounce back in

2016.

With the increase in government initiatives, significant

international investors in the infrastructure space will

drive the ancillary industries attached#1

The Government of India has allocated USD 7.5 billion to develop 100

smart cities across the country.

The government also plans to invest USD137 billion in its rail network over

the next five years.

The government has announced highway projects worth USD 93 billion,

which include government flagship National Highways Building Project

(NHDP) with a total investment of USD 45 billion over the next three years.

International Finance Corporation (IFC), part of the World Bank group,

plans to invest at least USD 700 million in the existing transport and

logistics infrastructure projects in India.

The government plans to launch the National Infrastructure Investment

Fund (NIFF) with an initial corpus of at least USD 6 billion.

In November 2015, within government infrastructure spending, the roads

segment led in terms of tenders issued (59% of the total tenders) and

contracts awarded, with an increasing shift to Engineering, Procurement

and Construction (EPC) type of contracts.

The Reserve Bank of India (RBI) has notified 100% foreign direct

investment (FDI) under automatic route in the construction development

sector. The new limit came into effect in December 2014.

In the Budget 2015-16, the capital outlays for roads, and railways have

been increased by USD 2.11 billion and USD 1.51 billion respectively.

#1 References: Media Reports, Indian Construction Equipment Industry Vision 2020 Report,

Department of Industrial Policy and Promotion (DIPP)



Sectoral





% sought


1 Senvion SE Centerbridge Partners LP Private Equity

1,158 100% Capital goods

Electrical Equipments

Entry to increased product portfolio in renewable energy, Funds to be utilised to expand & expertise in existing market

2 QuEST Global Services Pte. Ltd.

Bain Capital LLC, GIC Pte. Ltd. Private Equity

325 Not

available

Capital Goods Construction &

Engineering

Expanding sector portfolio by acquiring the target.

3 GMR Infrastructure Ltd.

Kuwait Investment Authority Public

Equity PIPE 300 18%

Capital Goods Construction &

Engineering

To improve financial health of the target, Funds to be used to repay outstanding obligations of the target.

4

Pipavav Defence and Offshore Engineering Co. Ltd.

Reliance Defence Systems Pvt. Ltd. Domestic

M&A 280 37%

Transportation – Marine

Expanding into new segments, to gain synergies from changing domestic governmental initiatives in defence space

5 Transtar International Freight

TVS Asianics Supply Chain Solutions Pte. Ltd.

M&A 200 Not

available

Transportation - Air Freight &

Logistics

To enhance the presence in international markets, via its subsidiary in Singapore.

*deal rationales: News, Articles and other public documents

Key performance indicators/key drivers

Funds allocated for smart-cities, roads and railway network to drive

infrastructure projects.

Logistics are driven by the company’s need to optimise the supply chain

reducing gaps between demand and supply.

Rapid industrial growth with government incentives such as Investment

Allowance @ 15% for companies investing in plant and machinery.

Overseas investments in the construction development sector on allowance

of FDI.

Cost competitiveness as a unique selling proposition (USP) in the global

sourcing market


Sectoral



Emerging segment

Healthcare equipment and services

994

545 250

929

884

829

655

539

5 164

- -

274

600

40 183

2012 2013 2014 2015

M&A Private Equity

Public Equity PE exits

410 168

81 108

1,371 1,963

757 1,377

375 6 132 166

2012 2013 2014 2015

HC Equipment & SuppliesHC Providers & ServicesHC Technology

Exhibit 22: Trends

Sectoral


Healthcare providers and services segment progresses for consolidation after witnessing high equity investments

in the past few years

Socio-economic factors such as an increase in healthcare spending, potential for

insurance coverage, increase in doctor's density, rise in the number of diseases,

expanding middle class and the un-served population are some of the driving

factors that has led to the increasing demand for quality healthcare facilities and

services. However, India’s healthcare infrastructure has not been able to tap and

match the pace of increasing demand.

Factors that has pushed healthcare facility and service providers to expand:

Large spread in supply and demand for healthcare facilities and services

Rising capital demand owing to high operational cost

High need for technological advancements

Recently, the Indian government is taking steps to strengthen the regulatory and

policy framework, infrastructure, R&D and skill development. These steps will create

new opportunities for both domestic and overseas players and will attract

companies with a strong product pipeline, wide hospital reach, and quality

infrastructure who will have an edge over others and will be in a better position to

capitalise on their intrinsic value proposition.



27 20 24 21

71

92

81 78

8 14 19 17

2012 2013 2014 2015


22 10

8 8

29 30 14

28

62

1 9

14

2012 2013 2014 2015


In the near future, the sector will be buoyed by a strong and robust regulatory

framework. Currently largely underdeveloped, the regulatory framework will only

act as a catalyst for growth once the proposed laws and policy changes are

implemented. India’s government has given due attention to the sector by making

it one of its priorities and by allowing 100% FDI in the sector.

While the sector is currently import-dependent with limited or no access to new

technology, the government’s improved focus and favourable policy, domestic

players are beginning to fiercely compete with MNCs in various product categories.

Many MNCs have started manufacturing in India and more are expected while the

government continues to assist the sector in a holistic manner. With all of the

upcoming market, regulatory, policy and technological developments, the industry

is attractive to investments across segments.

Recent changes in the foreign exchange regulations with respect to the medical

device sector has allowed 100% FDI in both greenfield and brownfield projects.

This is a great opportunity for foreign players to enter the highly attractive Indian

market.

USA, Europe and Japan are the key source countries for FDI in medical devices.

The equipment and instruments, consumables and implants segments have

attracted the most FDI.

The sector, with its tremendous growth potential, has attracted significant private

equity capital in the last five years.

Companies such as Trivitron, Sutures India and Perfint Healthcare have received

several rounds of investments from investors, reflecting continued faith in the

sector.

In the coming years, financial investors may explore exit options, opening up

significant growth opportunities for strategic partnerships.

The healthcare equipment and supplies segment is certain to witness impressive growth, as access to healthcare

facilities in the country is presently limited

Sectoral


Exhibit 23: Trends



SKP Insights 5

A winning

strategy for paced

growth

- Case study: Lupin

Limited

Financial

re-engineering of

stressed assets

- SDR Scheme

- Insolvency and

Bankruptcy Code

The start of the

start-ups era

- Evaluation and

prospects

SKP Knowledge Room Helping you evolve, chart your own strategy and be cognizant of the transaction space surrounding you

‘’Acquisitive strategy is an integral part to overall growth strategy’’ This insight highlights how acquisitive companies through their disciplinary approach integrate

both organic and inorganic growth to not only fortify their competitive position in the current

Indian markets but also to grow swiftly

‘’Lenders apprehending stressed assets, although their foray and

competency to revive is a question of concern’’ This insight highlights how financial reengineering will result into restructuring, foreseeing opportunities

for investments in distressed assets

‘’Relaxed regulations and monetary incentives to nurture Start-ups

and attract Venture capitalists’’ This insight highlights how venture capitalists should commercially evaluate and value start-ups


SKP

Insights Deal Landscape Sectoral Focus Outlook Foreword Executive Summary

A company’s thrust to grow faster and to create an impact on shareholder’s value

has made inorganic growth a core strategy to its overall growth.

This is evident from rising deal volumes from small ticket to big ticket transactions

which are key to growth and global competitiveness. Although, various research

indicates that the inorganic method is less effective to create shareholder’s value in

long term. It is evident from the past that companies using a disciplinary approach

and are acquisitive, grow faster than those who make few or no acquisitions.

Dissecting a deal in isolation may not make sense sometime in shorter term but

analysing individual companies categorised by their degree of acquisition activities

over long term may help understand the disciplinary approach and examine long

term performance. We have observed that the acquisitive strategies for most

companies are primarily driven by their intent to create a product pipeline, enter

new markets, access distribution channels and customers, achieve technological

advancement and develop manufacturing expertise.

Exhibit 24: Top Acquisitive Start-ups USD million

Sr No

Trade Name

Company Deal

Volume Deal

Value

1 Jasper Infotech Pvt. Ltd. 7 400

2 ANI Technologies Pvt. Ltd. 3 200

3 Zomato Media Pvt. Ltd. 3 55

4 Practo Technologies Pvt. Ltd. 4 12

5 Locon Solutions Pvt. Ltd. 5 5

The companies mentioned in Exhibit 24, are successful serial acquirers. They undertake

many acquisitions, spending over 5% of their entity value per year, on an average. Such

companies grow as much as three times faster than their rivals, and deliver attractive

shareholder returns which are nearly double the returns of their peers over a sustained 15-

year period.

Companies like Sun Pharma, Piramal, Lupin, Mylan, Wipro, Mahindra Group and Future

Group were the most acquisitive companies in last five years. Even start-ups adopted

inorganic growth as their core strategy in 2015, with increased deal volumes core to the

growth of these acquisitive start-ups. Start-ups like Snapdeal, Ola, Housing.com and Flipkart

were aggressive in their acquisitions.

Exhibit 25: Top Acquisitive Businesses USD million

Sr No Company Deal

Volume Deal

Value

1 Sun Pharmaceutical Industries Ltd

10 4,284

2 Piramal Enterprises Ltd 15 1,262

3 Lupin Ltd 7 880

4 Cipla Ltd 6 576

5 Wipro Ltd 9 559

6 Strides Shasun Ltd 7 558

7 Tech Mahindra Ltd 7 380

8 Bharti Airtel Ltd 11 186

9 Jindal Steel and Power Ltd 10 177

10 Future Consumer Enterprises Ltd

10 73

Mergers and acquisitions:

A winning strategy for paced growth SKP #1

Insights

Source: SKP analysis Source: SKP analysis


Acquisitions are made because companies believe that it is a more effective means of meeting a strategic need of increasing

shareholder value and achieving growth. While any of the above attributes will enhance value, capturing proprietary technology or

products will have a significant competitive advantage in gaining market leadership and can dramatically enhance the value of a

company.

Company’s Strategies for Growth

For understanding the acquisitive company’s strategy we have

evaluated Lupin Limited to understand their perspective on inorganic

growth and how they align their strategies with the company’s vision.

Whether to grow organically or inorganically depends on the company’s

positioning and the value/synergy it will create at the group level.

Choosing a strategy is not about making unwarranted acquisitions for

speedy growth or continuing with the organic growth, but about

assessing the entire investment portfolio to create an impact on the

enterprise’s performance.

SKP



Strategic

Bets

Growth/Expanding Effeiciencis

Enhance/Compliments Investments

Strategic Priorities

Specialities Newer Markets Niche Therapies Complex Generics

Gavis Pharmaceuticals LLC Multicare Pharma INC

Laboratory Grin Biocom JSC

Medquimica SA Nanomi B.V.

Temmler GMBH Aspen Goanna Oscient Antara Collegium INC

Exhibit 26: Assessing Lupin’s Acquisitions against Common Framework

High

Impact on

Enterprise

Performance

Game

Changers

Platform

Enablers

Value

Addition

Low Source: SKP analysis

Merger and acquisitions strategy

Expand in complex generics: The complex generic drug segment is about to grow by

double as compared to commoditised generics, with healthy margins of over 30-40%

of the sales. This will not only boost growth but will also help improve profitability.

Also, complex generics are differentiated products and hence their competitive

intensity is relatively low, with four to seven sellers per product. Lupin sees potential

in this segment, and has reinvested their cash flow and increased R&D expenses to

develop complex products.

Enter into new markets: The company is looking at both, developed and emerging

markets which are growing rapidly. Markets such as USA, Latin American, Brazil,

Russia, Philippines and South Africa are key to their strategy, as they have an annual

growth rate of 15-20% in the branded medicine segment.

Focus on niche therapies: The company will strengthen its business through

acquisitions in niche segments such as injectables, cardiovascular, dermatology,

women’s healthcare respiratory and paediatrics across markets

Lupin Ltd.

Between FY 2008 and FY 2015, Lupin ltd. made 14 acquisitions, of which seven were

carried out in the last two years, three in FY 2014, four in FY 2015. The largest

acquisition was of US-based Gavis that was acquired for USD 880 million. Revenues,

which were to the tune of USD 500 million in FY 2007, increased to USD 2000 million

in FY 2014-15.

Lupin, India’s third largest pharma company by sales, made its first international

acquisition in Japan in 2007 by acquiring a company called Kyowa. It was the first

time that the company made its intention to grow inorganically overseas evident.

Since then, it has made a few more acquisitions. It showed increased activity in

buying foreign assets around two years ago.

The main focus of its acquisition was on the US generics market (USD 35 billion),

where it derives nearly half of its revenue, and on niche segments like

cardiovascular, injectables, dermatology and oral contraception.

SKP



Value Creation

Optimise Core

Management Expertise

Distribution Channel

Research and Development

Inorganic Growth

Differentiated Products & Newer Markets

Expansion in USA, Japan and Europe

Complex generics with speciality products

Limited Competition

Cardiovascular, Injectables, Dermatology, Respiratory,

Controlled Substances etc (Niche Therapies)

Vision*

“Leading generics player with a

larger specialty business, aims to

achieve USD 5 billion by FY2018”

- Vinita Gupta (CEO LUPIN)

*Commented at the global healthcare

conference in San Francisco

2008 2012 2015 Road Ahead

Timeline

4. Leverage onCapabilities Built 3. Strategic Bets

(Market Entry)

2. DifferentiatedProducts

(Complex Generics)

1. Optimise

CoreStrategic

Priorities

Exhibit 27: Assessing Lupin’s Timeline

Lupin has strategised priorities for improving organisational performance. They have integrated both organic and inorganic growth to allow

a continuous alignment of business strategies to the changing environment. The long term growth plan implemented by the company in

the last five to six years aimed at optimising core capabilities, building assets by acquiring differentiated products and entering global

markets. The manner in which a company leverages on the capabilities developed, will be a decisive factor in determining the growth rate

in future.

SKP




1) Nanomi (Netherlands)

Acquired in February 2014

Deal Rationale

Expand its business in patented products

Enter the technology-intensive injectables

space and the niche area of complex generics

Target’s Vital Stats

Nanomi's expertise in nano and micro particles

will help it explore new disease portfolios in the

injectable space

2) Laboratories Grin (Mexico)

Acquired in March 2014

Deal Rationale

Enter into the high-growth Mexican and

larger Latin American drug market


Laboratorios Grin has 275 employees,

including a 130-member sales force

Mexico is one of the fastest growing

pharmaceutical markets in the world valued

at over USD 13.5 billion and growing at 9-

10% annually. The Mexican ophthalmic

market is currently valued at USD 275

million.

4) ZAO Biocom (Russia)

Acquired in July 2015

Deal Rationale

Entered the Russian market and expanded

neighbouring markets


Revenues of USD 16.3 million in 2014, 118

employees

Russian market is estimated at USD 13.8 billion

and expected to be one of the top eight

pharmaceutical markets in the world.

Generic drug maker, with a focus on

cardiovascular diseases, the central nervous

system and antimicrobials

Lupin’s recent transactions

3) Medquimica Industria

Farmaceutica (Brazil)

Acquired in May 2014

Deal Rationale

Lupin’s entry in Latin America


Revenues of USD 31 million in 2013 and 550

employees

Branded, generic and over the counter drugs

Sixth largest market, valued at USD 30 billion

which is growing at a CAGR of 17%

Fastest growing company in Brazil. It has a trusted

brand and a distribution channel

5) Temmler Pharma (Germany)


Deal Rationale

Added 13 speciality products including therapies

like central nervous system (CNS), dementia, etc.

to their portfolio


Strong strategic fit with the Hormosan business

group and enhances the CNS speciality portfolio

in Germany

6) Gavis (New Jersey)


Deal Rationale

Strengthen its foothold in the US market

Newly bolstered product pipeline to expand its

complex generics offerings in the high-margin,

niche, limited competition segments such as

dermatology and controlled substances


Sales for 2014 were worth USD 96million and the

EBITDA margin is at 36%

Company’s revenue is projected to grow threefold

by 2018

With GAVIS, Lupin has 164 ANDA filings

With Gavis, Lupin has now become the fifth-largest

company in filings with the US FDA

SKP



Akin to companies that adopt acquisitive strategy for strategic growth, there are equity investors who adopt a focused approach in financial investments. Listed below are a

few active investors analysed based on the deal type, sectors and sub-segment focus.

Exhibit 28: Active Private Equity Firms#1

Volumes 19

Private equity 6

Venture capital 1

Public equity 7

PE exits 5

Sub-segment Focus

Application Software - Manthan Systems , MakeSense

Consumer Electronics – Crompton Greaves Electricals

Consumer Finance – Mahindra Finance

Diversified Banks – InnoVen Capital India

Health Care Facilities – Medanta , HCG

Industrial Conglomerates – Mahindra Group

Telecommunication Services – Bharti Infratel

Internet Retail – SnapDeal.com

Internet Software & Services – Bill Desk, Zomato, JustDial

Life & Health Insurance – ICICI Prudential Life Insurance

Personal Products – GCPL

Pharmaceuticals – Sun Pharma, Glenmark Pharma

Real Estate Development – Oberoi reality

Volumes 12

Private equity 6

Venture capital 2

Public equity 1

PE exits 3

Sub-segment Focus

Construction & Engineering – Quest Global

Electric Utilities – Greenko Mauritius

Internet Software & Services – Sulekha, Olacabs

Investment Banking & Brokerage – Edelweiss Financial

Personal Products – Marico

Real Estate Development – Prestige, DLFHome, JainHousing

Specialized Finance – Bandhan Financial Services

Sector-Volume % Sector-Volume %


#1 Data illustrated are abridged for representative purposes

SKP



Exhibit 29: Active Venture Capital Firms#1

Volumes 73

Venture Capital 54

Private Equity 5

Angel seed 2

PE Exits 12

Sub-segments Focus

Internet & Catalog Retail – Grofers, Craftsvilla, OYO Rooms,

Urbanladder, Healthkartplus, PepperTrap.

Internet Software & Services – BankBazar, Theporter, Citrus Payments,

Vipul goodservice, Helpchat, Shutti,

WizRocket, QuoponWallet, Newshunt.

PE Exits –Eclerx, Justdial, FreeCharge

Pharmaceuticals – Celon Laboratories Ltd, Innovcare

Lifesciences, La Renon Healthcare.

Consumer Service – Byju Classes, OneAssist Solutions

Restaurants & Leisure – Faaso's Food Services

Financial Services – ISFC, DHFL (PE Exit)

Health Care – Practo, MedGenome Labs

Household Durables – Homelane

Beverages – PaperBoat

Air Freight & Logistics – Roadrunnr (Carthero Technologies)

Chemicals – PI Industries (PE Exit)

Volumes 51

Venture Capital 37

Angel Seed 9

PE Exits 5

Sub-segments Focus

Internet Software & Services – Ola cabs, BlaackBuck, Cohesity, Opino,

UrbanClap, Mubble, MoneyView,

Konotor (PE Exit)

Internet Catalog & Retail – Capricoast, Zanzaar, Zopnow,

Teabox, collectabillia, Babyoye (PE Exit)

Education Services – ANSR, Vedantu

Health Care Services – Portea

Hotels & Resorts – Fabhotels

Insurance Brokers – Coverfox Insurance

Consumer Services – MindTickle

Transportation – Qikpod (LeapMile Logistics)

Durables & Apparels – Bluestone Jewellery and Lifestyle

Sector-Volume % Sector-Volume %


#1 Data illustrated are abridged for representative purposes

* Consumer Discretionary

SKP



Financial re-engineering of stressed

assets: Impacting deals

At the end of March 2015:

Non-performing assets (NPAs) of banks 4.40% of Loans Disbursed

Stressed-assets ratio (SAR) 10.60% (USD 103 billion)

Anticipated SAR March 2016 12.00% (ICRA Estimates)

Stakeholders should attempt to revive the business in which they hold stakes.

According to the World Bank Report, in India it takes 4.7 years, on an average, for

a creditor to recover from a bankrupt company even a quarter (25%) of their dues.

However, in the United States, these cases are resolved within 1.5 years, on an

average, and creditors recover as much as 80% of their money.

These are definitely worrying signs. However, a series of measures have been taken

by regulators and policy makers which may improve the figures in the coming

years.

Regulators and policymakers want to ensure that the emphasis is on universally

accepted basic banking norms i.e. "shareholders will bear the first losses and not the

debt holders". This could also be considered as the RBI’s efforts to re-engineer the

assets held by the lenders and speed-up the decision making involved in the process

of stressed assets.

2015 witnessed two landmark decisions by policymakers that would direct the road

ahead:

The RBI notification introduced the movement of control from shareholders

to lenders through the Strategic Debt Restructuring (SDR) Scheme, in cases

where the borrower defaults, and the SDR triggers)

The announcement by the finance minister on the proposed Insolvency and

Bankruptcy code 2015.

Regulators and policymakers now have a clear intention to restructure/reengineer

the standard assets before deterioration of quality or prior to sufferings faced by

shareholders and lenders. The move will also ensure that failed businesses are eased

out in an orderly manner so that stakeholders and creditors are protected from

undue losses. These interventions have come at a crucial time with an urgency to

resolve the delays/inadequacies of the earlier policies that were on account of the

involvement of many authorities.

2001

23 August, detailed guidelines were issued by RBI for

Corporate Debt Restructuring (CDR)

5 February, RBI revised guidelines on Corporate Debt

Restructuring (CDR)

2003

2014

RBI issues notification “Flexible Structuring of Long Term Project loans to Infrastructure and Core Industries” a.k.a “5:25” scheme

Framework for Revitalising Distressed Assets in the economy – Guidelines on Joint Lender’s Forum (JLF) and Corrective Action Plan (CAP)

RBI issues notification “Strategic Debt Restructuring (SDR) Scheme”

Bill-Insolvency and Bankruptcy Code 2015 – was introduced in the lower house

2015

SKP #2

Insights

Timeline

SKP



Case Studies

GAMMON INDIA

Debt position Stressed with rising costs and mounting debt liabilities

Approached CDR Infrastructure company approached the CDR Cell in

March 2013

CDR Restructuring Debt restructuring package was approved with a 10-year

repayment plan and a reduction in interest rate by 1% for

15 months in June 2013

Evoked SDR Unable to revive the company via a CDR package, the

lenders’ consortium evoked SDR in November 2015

IVRCL

Debt position Losses from debt-funded expansion projects

Approached CDR The infrastructure company approached the CDR Cell in

January 2014

CDR Restructuring The debt restructuring package was approved with the

restructuring of term loans, working capital loans and new

tranche of financial assistance by banks

in June 2014


banks invoked SDR in November 2015

ELECTROSTEEL STEELS

Debt position High debts for incomplete greenfield projects

Approached CDR Financial difficulties to complete incomplete

projects approached the CDR Cell in May 2013

CDR Restructuring Debt restructuring was approved in September 2013


lenders invoked SDR in June 2015

Decoding steps taken in 2015

Notification on Strategic Debt Restructuring (SDR)

Scheme

The SDR scheme, introduced by the Reserve Bank of India (RBI) in June 2015, allows

banks to convert part of their debt to majority equity in a defaulting firm, thus,

allowing them to take operational control. The equity can be held by the bank for

a period of 18 months, without attracting an adverse asset classification on the loan

account. Banks can take control over management and find a buyer for the asset

within these 18 months. The RBI has come up with a plan that strategically helps

the banks to recover their loans from defaulting companies while reducing stressed

assets.

The provisions detailed require the borrowing company to approve and authorise

the conversion option as required by the Companies Act or any other applicable

law. This maintains the transparency of the procedures and the collective action

plan of the stakeholders (both equity and debt) to implement and recover the debt.

It is very critical to create information utilities supporting lenders from time to time

in assessing and evaluating the borrower’s performance. However, banks will be

urged to offload such equity stakes to new promoters quickly, on account of the

lack of expertise to manage the companies that they take over. Further, it would be

difficult for lenders to closely monitor companies under the SDR scheme,

especially, when it is outside their core competency.

The industry has seen a notable change after the implementation of SDR. For

example, the Lanco case can be cited to use the SDR rules effectively. They have

been able to clear balance sheets and bring about clarity in records for its three

lending banks – SBI, ICICI bank and Axis bank. Other instances where the SDR

scheme is followed are Electrosteel Steels Ltd., Visa Steel Ltd., Jyoti Structures Ltd.,

Alok Industries, Monnet Ispat and Power Ltd. However, it is worth mentioning that

these companies are still in their lock in period and yet to see the final outcome.

Source: News Article from The Indian express, SKP analysis

SKP



Exhibit 30: Key Highlights of the Strategic Debt Restructuring (SDR) Scheme

When is SDR triggered? When the bank observes the deteriorating performance of a company even after certain steps to regain balance are taken, such as restricting of accounts

or substantial sacrifices and after allowing extensions.

When the defaulting company/borrower is unable to generate the revenue and pay back the loan due to operational and/or managerial issues, the lending

bank will have the power to recover their debt by converting the loan dues to equity shares.

Steps/process in initiating SDR

The Joint Lender Forum has to include the option of conversion of loans

into equity shares at the time of restructuring by the corporate debt

restructuring team

In the restructuring process, the forum along with the defaulter and the

lending bank will arrive at a viable plan, which will include a change in

ownership or management that is mutually agreed upon for revival and

regeneration of revenues in order that the debt is repaid

Failure to meet the milestone of the plan will result in the lending bank

eventually converting the dues into equity. Thus, the borrowing company

has ample opportunities to turn an NPA into a performing asset

Features/conditions under SDR

If the company fails to achieve the milestones stipulated in the

restructuring package, the decision of invoking the SDR must be taken by

the JLF within 30 days of the review of the account during restructuring.

The JLF must approve the debt to equity conversion under the Scheme

within 90 days of deciding to invoke the SDR.

All the members of the JLF must collectively hold a minimum of 51% of

the equity share from the borrowing company after the conversion comes

into effect.

SDR documentation is mandatory and must be approved by a minimum

of 75% of creditors by value and 60% of the creditors by number of the

members of the JLF Forum.

Pricing

The outstanding principal and interest amount will be converted into equity equivalent at Fair value. Fair value should not exceed the lowest of: market value, average

closing prices of equity during 10 days for a recognised stock prior to the reference date and the book value of the company on the latest adjusted audit balance sheet

without considering revaluation resources.

SKP



Proposed Insolvency and Bankruptcy Code 2015

Considering the need and changing economic conditions the Insolvency and

Bankruptcy Code 2015 was one of the key emphasis in Budget 2015-16, proposed

by the Finance minister of India, Mr. Arun Jaitely to address the law that governed

the closure for bankruptcy proceedings in India.

The Insolvency and Bankruptcy Bill, 2015, managed to gain substantial response

from the public and induced hopes of reviving the laws pertaining to insolvency

and bankruptcy.

Since all the existing laws for bankruptcy in India are interwoven or are a part of

other laws and Act(s), there was a need for a single law to address bankruptcy

directly in the Indian laws. The Insolvency and Bankruptcy Bill, 2015 is a move

towards solving the problems of creditors before a company loses value and to

prepare for their their grievances.

The new code streamlines and consolidates all these laws to make the process

simpler and provide an easy exit option for insolvent and sick firms. The passage

of this Bill will enable quick and prompt action to be taken in the early stages of

debt default by a firm, thus maximising the recovery amount.

Recently on 18 January 2016 RBI reviewed the working of the Joint Lenders' Forum

(JLF) Mechanism, Flexible Restructuring of Long Term Project Loans, Strategic Debt

Restructuring Scheme and regulations on the sale of assets by banks to monitor

the tools used and the improvements needed to sharpen their efficacy and ease of

use.

In a nutshell

As the SDR scheme is set into motion, business experts have expressed mixed

reviews. Considering the paradigm shift to new hands, the lender will have to be

careful as the company’s management will not be convinced of giving up their

power for an 18-month period. This may pose further legal challenges if the

borrower shows reluctance in co-operation with JLF.

A critical task would be to find a promoter for a struggling company with an

ambiguous future. Further, there may be a rise in deal activity on account of

lenders who are willing to exit after 18 months.

Stakeholders may question whether India has an ecosystem for such regulations.

Are there enough insolvency professionals with relevant experience to handle such

insolvency projects? Whether the shift of control from the equity holder to the

stakeholder would work? What would the role of information utilities (e.g.

insolvency professionals and agencies) in the process?

Although most of the questions will be answered in time, currently the system

stands to be a progressive mechanism that requires the co-operation from both

sides. Only efficient management, monitoring and timely actions can ensure the

full implementation of the scheme which will in turn bring a positive outcome.

SKP



Exhibit 31: Key Highlights of Proposed Bankruptcy Code

Triggers when Any financial default can trigger an insolvency resolution process. The applicant could be a financial creditor, an operational creditor or the company itself.

Financial Creditor i.e. Banks

Operational Creditor i.e. Employees

Corporate debtor i.e. Supplier Dues

Steps/process

If the application is accepted by the NCLT, a resolution professional will be appointed to oversee the resolution process, which must be completed within 180

days, extendable by a maximum 90 days – or else the company goes into liquidation.

Revival Plan: 180 DAYS + 90 DAYS = MAXIMUM 270 DAYS

In the interim - a calm period or moratorium will stay all creditors’ claims, the powers of the board of directors will be suspended and the company

management will report to the resolution professional.

A committee of creditors, comprising all financial creditors will decide on the revival plan or on liquidation and NCLT has the final say

Features/Condition under liquidations Setting up of an ‘Insolvency and Bankruptcy Board of India’ to regulate professionals, agencies and information utilities engaged in resolution of insolvencies of

companies, partnership firms and individuals. Appoint information utilities that will collate all information about debtors to prevent serial defaulters from misusing the

system. Distribution of proceeds following liquidation of the company should be in below mentioned priority

Insolvency resolution process cost and liquidation costs to be paid in full

Clear debts owed to secured creditors

Workmen’s dues for 12 months

Unpaid dues to employees other than workmen

Financial dues owed to unsecured creditors

Government taxes for two years

Other debts

preference shareholders and equity shareholders will receive last priority for payment

SKP



After Make in India, it’s time

for Start-up India

The start of the start-ups era:

Evaluation and future M&A prospects

The Start-up India campaign is based on an action plan that aims to promote bank

financing for start-up ventures to boost entrepreneurship and encourage jobs

creation. The campaign was first announced by the Prime Minister in his 15 August

2015 address from the Red Fort.

In January 2016, Prime Minister Narendra Modi unveiled a 19-point action plan for

start-up enterprises in India. He also announced a self-certification scheme related

to nine labour and environment laws. He said that there would be no inspection of

the enterprises during the first three years of the launch.

The Prime Minister’s INR 100 billion initiative, is will help potential entrepreneurs

in providing them with tax incentives and will bring the socio-economic revolution

in motion.

Many entrepreneurs were turned down by venture capitalist (VCs) and yet went on

to disrupt big markets and achieve success. Money making ideas are no longer

priority and are often challenged by the VCs. It has been observed that ideas which

were different or did not seem to be particularly worthy of investment such as

Google, Skype and Zomato, etc. became extremely successful though they were not

termed as ‘money-making ideas’.

VCs are individuals, each with their own unique experience, perspective and

thought process and hence, they do not evaluate start-ups in the same way. VC’s

evaluate start-ups with a problem-solution approach when looking to infuse money

in such companies.

What are the problems, market needs, or customer pain points being addressed?

Why is it important to solve this particular problem? For example, Ola’s decided to

create an app for addressing the problem customers faced of getting a cab from

one point to another.

Start-ups should aim to help VCs or angel investors visualise the concept and

provide clarity on its ability to execute the idea. They also check whether the

present eco-system is capable or needs to be built. Similarly, VCs have to now

evaluate Start-ups with new a perspective and look for Problem-Solution approach.

Key Statistics

4,200 start-ups, India ranks third globally.

Of USD 18 billion pumped into Indian start-ups between 2010-15, USD

9 billion came in 2015 alone.

9 Indian start-ups have been valued at more than USD 1 billion.

Increase in number of incubators: 80 in 2014, 110 in 2015; 50% outside

Delhi, Bangalore, and Mumbai.

SKP #3

Insights

SKP



Start-ups can be

evaluated based on four

key decision-making

parameters which, if

substantiates growth

figures, may attract early-

stage funding.

1. Market PotentialIt’s very critical to understand the target market and its size? Whether customers in that market

will accept the product and pay for it or start-up will have to consider change in business model

which will help them realize value from the business. Also it’s important to understand whether

target market is large enough to support substantial growth/valuation.

2. Anticipation of future state

Does your start-up anticipate the future state of technologies which may change the way

business is conducted? One has to not just understand the current state of the

industry/competition/conduct but also anticipate the future technologies or solutions that

could come in your way and be prepared accordingly.

Also it’s important to understand the uniqueness or differentiated

solution offering is provided to the customer which gives you an

edge over your competitor. Similar strategy was observed in OLA

wherein it not just provide easy access to cabs but also integrated

local taxi’s and sharing services to capture mass and gain

competitive advantage.

3. Driver’s for the business

We observe that usually and especially in case of start-ups,

Promoters /management team is the driving factor for the business.

Therefore it’s crucial to understand who the management team is, how

uniquely they are qualified and whether they have required capabilities to

deliver the solution to the market.

This becomes all the more important as VC’s or PE’s will make it a

point to have promoters on board till the time they exit. In last year

we have observed that change in management acted as speed

breaker for once upon a highly growing Housing.com

4. Funding Requirements

Does your business model extensively

capture the funding requirement?

Most of the Start-ups get stuck in midst

of their business because of lack of

expertise to understand various stages

where and when the fund is required.

Therefore it is critical for early stage

investors to understand how much

money start-up plan to raise, when

they will need it and application of

same.

SKP



Valuing start-ups as early

stage investors

In the early stages, the value of the

business to an investor may seem low,

however the companies may have a lot to

offer. On the other hand, it matters to

entrepreneurs as it determines the stake

that will be diluted in exchange for

investor’s money.

1. Investors wants to see the concept working

The point of a company’s existence is to get users, and if the investor sees

users they see traction in the start-up. This is a critical point of evaluation

for the start-up, as existing users give VCs comfort on the viability of

business model.

2. Revenues

Revenues make the company easier to value and are a key

determinant to the company’s upside-potential in value. The priority

of start-ups in today’s world is not only building a sustainable

revenue pattern, but is also to grow faster than competitors. If the

growth is not at a fast pace, it would be like a traditional money-

making business

3. Burn Rate

The rate at which a new company uses up the venture capital it

receives, impacts its ability to raise capital in the future and its

valuations.

Usually companies are valued on their profitability, however, most of

the e-commerce companies are running losses and are balanced by

additional equity infused by private investors making it difficult to

value based on profitability. Thus, it is important to understand the

burn rate for series of funding required and payback for investors.

4. Where is the Exit?

The critical point VCs will like to evaluate is

where is the exit is. They would analyse

how much can this company would sell for

several years from now, and at what value.

Whether a company expects a healthy

growth or its potential to scale, at the time

of exit in order to attract the next round of

investors is always a matter of concern.

SKP

Insights

Deal Landscape

Sectoral Focus

Outlook

Foreword

Executive Summary


Outlook

2016

6


Factors that will drive deal

activities in 2016

Proposed Goods and Services Tax Regime

Proposed Insolvency and Bankruptcy Code

Developing ecosystem for Make in India

Safeguarding investor’s interest by enforcement

of Intellectual property and competition laws

Initiatives for Start-up India – proposed Start-up

listing platform

The year 2015, deserves the title ‘Year of Reforms’ as several new reforms were

initiated, few laws and regulations were amended and other initiatives are still

underway. The investments in 2015 witnessed higher equity investments, which

surpassed previous levels the increased volumes in the mergers and acquisitions

space.

Looking ahead, the Indian investment pipeline seems strong as confidence in the

economy continues to rise and is supported with a strong eco-system which is backed

by various government’s initiatives. We expect organic and inorganic growth to go

hand in hand and access to capital markets to continue.

With socio-economic initiatives such as Make in India, 100 Smart Cities, PPP, Skill

India, Digital India, Innovative India, Clean India, Start-up India, Stand-up India and

many others, India remains the most preferred investment destination.

Changes in the country's regulatory framework such as the SDR scheme, the proposed Insolvency and Bankruptcy Code, liberalised FDI thresholds, relaxed

sectoral reforms and the much-awaited Goods and Services Tax (GST) will possibly

accelerate deal making activity in 2016.

SKP’s Transaction Advisory Approach: An end-to-end solution

Our Team

About Us

SKP is a long established and rapidly growing professional services group located in six major cities across India. We specialise in providing sound business and tax guidance

and accounting services to international companies that are currently conducting or initiating business in India as well as those expanding overseas. We serve over 1,200 clients

including multinationals, companies listed on exchanges, privately held and family-owned businesses from more than 45 countries.

From consulting on entry strategies to implementing business set-up and M&A transactional support, the SKP team assists clients with assurance, domestic and international

tax, transfer pricing, corporate services, and finance and accounting outsourcing matters, all under one roof. Our team is dedicated to ensuring clients receive continuity of

support, right across the business lifecycle.

Deepti Ahuja | Partner

With over 13 years of experience, Deepti heads SKP’s business advisory and consulting practice. She has experience in handling advisory

assignments across several industries including banking, textiles, pharmaceuticals, manufacturing, services and non-profit entities. Deepti has

handled several valuation assignments for various purposes including mergers, regulatory, joint ventures, acquisitions, goodwill and brand. She

has led various due diligence assignments on behalf of leading multinational companies, private equity firms and venture capitalists and she has

assisted several multinationals in establishing a presence in India.

Saloni Jhaveri | Director

With over 16 years of experience in private equity and corporate finance, Saloni has executed several cross-border and domestic transactions

involving mergers, acquisitions, joint ventures, private equity funding as well as entry-strategy assignments across sectors such as healthcare,

retail, consumer and real estate. She has led deal teams to successfully close transactions involving the preparation and review of financial

models and business plans, development of transaction strategy and deal structures. She has been involved in presentations to investors/clients,

negotiation and drafting of letters of intent including key commercial terms, managing due diligence reviews, coordination with multiple advisers

and counterparties.

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DISCLAIMER

This report contains general information which is provided on an “as is” basis without warranties of any kind, express or implied and is not intended to address any particular situation. The information

contained herein may not be comprehensive and should not be construed as specific advice or opinion. This report should not be substituted for any professional advice or service, and it should not be

acted or relied upon or used as a basis for any decision or action that may affect you or your business. It is also expressly clarified that this report is not intended to be a form of solicitation or invitation

or advertisement to create any adviser-client relationship.

Whilst every effort has been made to ensure the accuracy of the information contained in this report, the same cannot be guaranteed. We accept no liability or responsibility to any person for any loss

or damage incurred by relying on the information contained in this report.

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