SPA Capital Advisors Limited(Formerly SPA Merchant Bankers Limited)

SEBI Registered Category – I Merchant Bankers

Email: valuation@spacapital.comwww.spacapital.com

About SPA • SPA is a leading composite financial services provider growing on strength of its research

based customer centric approach and consistent servicing. Thorough understanding of client’sperspective and requirements supported with exhaustive research forms the backbone of allour services.

• A team of over 1000+ dedicated professionals comprising Bankers, Chartered Accountants,Company Secretaries, MBAs and Technocrats is striving towards providing financial solutionsand achieving customer satisfaction.

• Key strength of the team- deep understanding of capital market, Money Markets, Swaps,Options, strong networking with institutional investors, expertise in industry sectors & ability

• Key strength of the team- deep understanding of capital market, Money Markets, Swaps,Options, strong networking with institutional investors, expertise in industry sectors & abilityto structure transactions and products suitable to needs of the client.

• Offering Innovative, integrated & customized solutions to corporate, funds, institutions andindividuals.

• Ranked amongst top merchant bankers continuously in the league of arrangers of primarydebt placements (source: Prime Database) & amongst top 2 in short-term debt syndication.

• All India network of offices & strong relationship with Institutional Investors like commercialbanks & mutual funds.

• Large network of Associates and Sub-brokers spread all across the Country.

SPA

SPA Capital Services Limited: One of the largest Mutual Fund distributor with AUM

Exceeding 15,000 Crores

SPA Insurance Broking Services Limited: Amongst Top 20

SPA Securities Limited: SEBI Registered Broker

with NSE WDM Turnover SPA Amongst Top 20 Insurance advisors with 500+ corporate clients

SPA Capital Advisors Limited (Formerly, SPA Merchant

Bankers Limited): Amongst Top 10 Merchant Bankers in

India

SEBI Registered Broker with NSE WDM Turnover

exceeding 1,50,000 Crores

Range of Services - Corporate Advisory

M & A Advisory Services-An Introduction

SPA’s Merger & Acquisition Group is a team of highly experienced professionals with specific skills and capabilities focused on the sale of closely-held businesses. This group goes the extra mile and has the roll-up the shirt sleeves mentality that must exist to successfully complete transactions.

SPA possesses particular strengths in advising companies in transactions. Our seasoned professionals have initiated several transactions in this market. Our experience covers most major industry groups and we are equally skilled at representing either buyers or sellers.

SPA provides general and special counselling in mergers, acquisitions, dispositions, leveraged buyouts, ESOPs and spin-offs of publicly-traded and closely-held companies. Our understanding of business industries and our range of specialist legal services allows us to deliver the best possible solutions to all of the major legal challenges that our clients encounter, maximizing potential benefits and minimizing risk exposure.

Clients Who Count On Us

Referrals from existing clients constitute the largest single source of clients for SPA. Other valued reference sources for new assignments include, accounting firms, law firms, and investment banking organizations.

M&A Advisory- A Snapshot

Internal Restructuring

Arrangement with Creditors/Members

Buy Back of Shares

Amalgamation /Mergers

Transactions

Acquisition of Entity (Shares)

Buy Back of Shares

Part IX Conversion

Pre IPO Structuring

Succession Planning

Family Arrangement

Reduction of Capital

De-merger or Hive-Off

Acquisition of Business

Joint Ventures

Range of Transaction Services

Objective

Value Chain

Developing Broad level tax strategy

based on transaction

objective

Pre-Transaction

Advisory

Analysis of Target’s Tax Position & Tax

status Communicate

Tax adjustment to purchase

Purchase agreement considerations

Tax Due Diligence

Optimizing Tax opportunities

giving due consideration to the transaction

cost

Transaction Structuring

Implementing selected strategy

Ensure post deal integration

Implications/ Post Deal Services

How SPA can help

Advisory

Identifying alternative structures

High level understandin g of potential

tax Issus

Identifying tax opportunities

Detailed review & Analysis of:

Indian Tax compliances

Existing Tax Litigations

Contingencies from Tax filings

Level of potential risk areas with

estimated quantifications

Structuring

Innovative investment

structures Innovative

financial structures Purchase price

allocation Managing

future tax Cost Business

Reorganization to optimize on group

tax position JV Structuring &

agreement review Exit Strategies

Services

End to end assistance in a

section 391-394 arrangement

including Liaoning with the lawyer

during court process

Obtaining regulatory

approvals from govt. bodies

Assistance in post deal compliance

requirement

Value Creation in Deals

Deal Continuum

Phase I

Understanding Tax Objectives Adjustments on

Phase II

Tax inputs Signing of for agreements

Negotiation Post Deal Objectives Adjustments on

Pricing

Strategy Evaluation

for agreements Negotiation

Documentation

Post Deal Implementation

/Closing the Deal

Transaction Structuring

Value Creation Continued Interaction and involvement

What Differentiates Us?

Deals are all we do. We are fully dedicated to the

transaction

We provide a

•M&A tax & regulatory structuring specialists who work exclusively on corporate transactions

• Team Capable of handling compliances We provide a

wide range of services.

Clients tell us that our process makes

a difference.

• Dedicated M&A Team

• Experience across industry

• Valuation specialists

What Differentiates Us? Our People

Dedicated Team specializing in

Merger & Acquisition Advisory

Transaction Experience

• Reasonable presence across all

Domain Experience

• Ability to cover a wide spectrum of laws in

any transaction • Reasonable presence across all

the Practice area

• Extensive experience in transactions /

restructuring across varied sectors

• Ability to provide innovative solutions

• Excellent track record for

conceptualization & implementation

of corporate restructuring proposals

• Far reaching project management

skills

any transaction

Direct Taxes

Indirect Taxes

Stamp Duty

Exchange control Regulations

Securities law

Company Law

Accounting Aspects

•Our implementation experience enables us

to provide a practical insight in every

situation

Key Legislations/Regulations Involved

• SEBI • Tax Laws • Exchange Control • Foreign Direct Investment

• Stamp Duty Laws

• Accounting Implications • Companies Act

• Competition Act

Value Propositions

Global Reach We provide wide range of services

Clients tell us that

‘One stop shop’ for domestic & cross border solutions

Our M&A tax network offers you:

Clients tell us that our processes

make a difference • M&A and structuring specialists •A Global, co-ordinated network • Innovative, value added services • Practical Implementation expertise • Proven Processes •A consistent approach •Holistic services

Select Clientele

Emars Mining & Construction Pvt.

Ltd. ibn18 Broadcast Ltd

Investment of USD 10 Million

Auvex Resources Ltd

ibn18 Broadcast Ltd

Investment of USD 12 Million

ibn18 Mauritius Ltd

Acme Tel Power Ltd (Acme Tele Power (Mauritius) Pvt. Ltd.))

Investment in Series F Preference Shares USD 30 Million

BC Holdings (UK) Limited Shares USD 30 Million

eSolar, Inc.

BC Holdings (UK) Limited

Investment in INR 67 Million

BC Management

Blackstone GPV Capital Partners (Mauritius)

V-H, Ltd.

GlobalLogic Inc. GlobalLogic Inc. Investment of USD 64 million

Investment of USD 6 Million Gateway Rail Freight

Pvt. Ltd. Rofous Software (India) Pvt. Ltd.

Hindustan Coca Cola Overseas Holdings Pvt. Ltd. and

Bharat Coca Cola Overseas Holdings Pvt. Ltd.

Total Investment of INR 1,393 Million

Hindustan Coca Cola Holdings Pvt. Ltd.

Marksans Pharma Ltd.

(Marksans Pharma UK Limited )

Investment of GBP 8.6 Million R Systems

International Ltd. Investment of GBP 8.6 Million

Relonchem Limited

International Ltd.

Investment in

Computaris International Ltd

Air Works India (Engineering) Pvt. Ltd. Investment of GBP 7.675 Million

Air Works UK Engineering Ltd. for acquisition of 89% stake of

Air Livery Plc. Air Livery Plc.

New York Life International Holdings Ltd.

Investment in

Max New York Life Insurance Company Ltd.

Vertex Customer Services India Pvt. Ltd.

Investment in

Vertex Administration Limited

Neilsoft Ltd. (Aarchforce Inc.,)

merged into

Cadforce, Inc.

Quatrro BPO Solutions Pvt. Ltd.

Investment of GBP 5.48 Million

Quatrro Interactive Entertainment Solutions Pvt. Ltd. Solutions Pvt. Ltd.

OnMobile Global Limited sale of 156,983 equity shares (9%)

Verse Innovation Private Limited to

Omidyar Mauritius

Moser Baer Investment Limited

Purchase of Investment from Peraround Limited

SolFocus Inc.

Moser Baer India Limited

Sale of Investment

SolFocus Inc. to Moser Baer Solar Plc

Moser Baer Investment Limited (Photovoltaic Holding Plc)

Investment USD 16.01

Moser Baer Solar Plc Moser Baer Solar Plc

Moser Baer Investments Limited

Investment in

Solaria Corporation (Nicofly Limited)

NMDC Limited

acquisition of 51% stake

KIOCL Limited KIOCL Limited

Fairness opinion on

Network18 Media and Investments Limited

for proposed merger/demerger of

Network 18, Infomedia 18 & Television 18

Fairness Opinion on valuation of

PVR Limited (PVR) &

Leisure World Private Limited (LWPL) for for

LWPL

merger into

PVR

Fairness Opinion on Valuation of equity shares

Axis IT & T Limited

For Corporate Restructuring within the

Group companies

(Axis IT&T Limited, Axis Aerospace Limited, Tayana Digital Private Limited, Cades Digital Private

Limited)

Fairness opinion & Share entitlement ratio of valuation of

Kama Holdings Limited

for proposed Corporate restructuring of

Group Companies Group Companies Fairness opinion on

ZEE Entertainment Enterprises Limited

for proposed merger of

9X with ZEE Entertainment Enterprises Limited

Fairness opinion on equity share valuation of

East Cost Steel Ltd. (ECSL) for merger of

East Cost Steel Ltd. (ECSL) and Mind Factory Entertainment Pvt. Ltd. (MFEPL) Factory Entertainment Pvt. Ltd. (MFEPL)

Fairness opinion on

Jayaswal Neco Industries Limited for proposed merger of

Jayaswal Neco Industries Limited (JNIL) and Inertia Iron & Steel Industries Pvt. Ltd. (IISPL)

Fairness Opinion on valuation of

Bajaj Hindusthan Sugar and Industries Ltd (BHSIL)

&

Phenil Sugars Private Ltd. (PSPL)

for

Corporate Restructuring

CLIENT QUOTES

•“Very professional and prompt in services” - CFO, of an IT Major

•“Kept to deadlines, and excellent self explanatory report” - Director Finance, of Media Company

•“Timely and clear communication, during process and final product was worth the money” - CFO, Telecommunication Company

•“What they delivered was beyond the assignment, it had a touch of advisory, which was priceless”- CEO, Healthcare Company

Other Services Offered By SPA Group Investment Banking Distribution of Securities Broking Insurance

Financial Products Broking

Management of Public & Rights Offer Private Placement of equity

& debt Managers to

Takeovers/Mergers/

Mutual Funds Public Issues Bonds Fixed Deposits Debt Issues Other financial

Cash Market Wholesale Debt

Market Futures & Options

Life Insurance Broking Non-Life

Insurance Broking

Takeovers/Mergers/ Acquisitions Delisting & Buyback offers Equity Research Overseas listing (FCCB) ESOPs Advisory Debt Restructuring Financial structuring Loan syndication Short Term Debt

Other financial products

Corporate Offices Branch Offices

Corporate Advisory Group SPA Capital Advisors Limited

25, C - Block, Community Centre

Janak Puri, New Delhi - 110058 Tel. - +91 11 45675585Tel. -

4567 5558Ǿŀƭdzŀǘƛƻƴ@spacapital.com

101/A, 10th Floor, Mittal Court, Nariman Point,

Mumbai – 400 021Tel. – 022-22801240-49