www.nangia.com

Beyond the Obvious

It's easy to do the obvious.

To just meet your clients' expectations.

To deliver them on time, most of the time.

To charge them what they can pay by not stretching their

budget too much.

True, it doesn't take much.

But it takes a leap of faith to go beyond the obvious.

To delight your clients by providing seamless service

each time.

To deliver them solutions on time. Time after time.

It takes a lot.

But yes, it's worth it.

NANG A ADV SORS

OUR RESOURCES

Nangia Advisors is a team of young professionals with diverse

backgrounds in Financial Services. We add value by unlocking the

underlying potential within the business of our Clients whilst

mitigating the risk of doing business in an ever evolving and

challenging environment. Our team comprises of professionals

coming from Fortune 500 companies and financial institutions with

in-depth experience in providing valuable insights and innovative

solutions to high profile international clients as well as the major

domestic business houses of India.

Energy, speed, proactiveness and financial prudence are the core

strengths of our M&A and Advisory team. Specialising in new

subsectors mushrooming within established industry verticals, our

team is equipped to unlock the tremendous potential that lies

within such firms with contemporary financial engineering. This

gives us the edge in delivering end to end services to our clients,

ensuring seamless closure of the transaction.

The Growth Strategy Consulting team is focused on enabling the

next phase of growth for its clients. Our solutions are bespoke and

contemporary compared to traditional consulting practices, as we

rely on Gen-Y concepts and platforms of Big Data Analytics, Frugal

Innovation, Social Media and Mobile Technology. We provide

sustainable solutions to our clients and provide project

management capabilities for implementation of solutions.

Corporate Finance

Mergers & Acquisitions

Corporate Restructuring Advisory

Transaction Structuring

Due Diligence

Business Valuation

Implementation for Transaction Closure

Big Data Analytics

Growth Strategy Consulting

Business Intelligence

OUR SERVICES

An advisory practice uniquely positioned to assist its global clients in raising funds via:

?Financial & Strategic investors

?Corporate Debt Syndication

Our team works closely with founders, shareholders, and managers of privately held

mid-market and emerging growth businesses to assist them in raising capital

?Financial war chest for Organic growth initiatives, including facility, operation or geographic

expansion, expansion of product line & Inorganic growth through corporate mergers &

acquisitions including upward & downward integration

?Promoters cash out by unlocking business value

?Strategic capital for business expertise besides funds for growth

?Extensive Investor database and relationships through our network of business associates,

alliances with other intermediary firms, as well as through previous transactions

?Investment Facilitation by introducing businesses requiring funding to potential investors

and assisting in all aspects of the investment process

?Ability to raise capital at all levels

?Our Capital Raising services are tailored to suit client requirements, and are typically based

on a success fee arrangement

Objective of Corporate Fund Raising:

Our Offerings:

CORPORATE FINANCE

Capital Raising

Our Advantage:

We assess and prepare optimal financing packages that are bench marked against prevailing market terms and conditions and tailored to specific business interests and objectives.

We provide access to various forms of capital including:

?Private Equity Syndication

?Domestic Debt Syndication

?External Commercial Borrowings

?Structured Finance product for cross border & domestic mergers & acquisitions, promoter financing, capital structuring and liquidity management

Access to large pool of diversified investors and stream lined transaction process for optimisation of time, cost of capital, reduction in transaction costs and effective implementation.

FUND RAISING PROCESS:

Business Assessment

Potential Investors

Information Memorandum

Valuation

Contacting Investors

Negotiation

Transaction Support & Closure

M&A: SELL SIDE ADVISORY

OUR PROCESS

Objectives for Divestment of Stake & Businesses

Stake divestment by promoter:

?Promoter cash out for meeting funding requirement for other group businesses

?Investment by strategic / financial partner for growth & expansion of business

?Risk diversification of existing promoter

?Re-capitalization: A company may seek to re-capitalize its ownership structure to attract

outside investors or take out existing shareholders

Strategic sale of business:

?Divestment due to favorable market conditions specially when the industry is consolidating

and valuation multiples are high

?Non-Core Assets: A Company may have several components that are no longer

considered to be of strategic value. In order to focus on and invest in the company’s

core business, the company may choose to divest its non-core assets

?Receiving indications

of interest

?Sell Side Due Diligence

?Support/Discussions/

Negotiations

?Receiving letters of intent

?Formulate strategy

?Preparation of financial

model

?Identification of potential

acquirers

?Negotiating final terms

& conditions

?Facilitating final

documentation and

closure

M&A: BUY SIDE ADVISORY

Objectives for Inorganic Expansion Pursuits:

?Geographical Expansion

?Augmenting Product/Service Offerings

?Technological Advancements

?Capacity Expansion

Increase market presence by expanding operations in emerging regions, reducing competition,

gain competitive advantage and expansion of customer base

Some companies pursue acquisitions with a goal of being able to offer their existing

customers additional products or services of the acquired company

Acquisition of niche or specialized technology for growth advancements

Saving time, cash & loss of profits in establishing greenfield project

OUR PROCESS

Transaction Closure

PreparationProspecting &

Pursuing Targets

?Industry research

?Identification of

Potential Targets and

their profiling

?Identifying the most

relevant targets

(“Identified Targets”)

for initial discussions

?Approach plan for each

Identified Target

?Market check on

transaction

?Refinement of targets

?Due diligence

?Deal structuring

?Negotiating valuation

and deal terms

?Facilitating final

documentation

&transaction closure

CORPORATE RESTRUCTURING ADVISORY

Corporate and business restructuring exercise is intended to achieve business objectives which

are unique to each business group and accordingly involves complexity. Planning and devising

constructive solution keeping in view the following considerations:

?Tax efficient restructuring

?Business Valuation

?Implications under various statutes

?Balance Sheet optimization

?Minimizing transaction costs

?Seamless time bound implementation

?Understanding Commercial Considerations

?Financial, Fiscal & Regulatory Review

?Implementation

?Post Implementation Support

Our approach for efficient and timely conceptualization & implementation

of the transaction is depicted below:

RESTRUCTURING SERVICES

METHOLOGIES FOR CORPORATE & BUSINESS

RESTRUCTURING

BUSINESS OBJECTIVES

Enhancing stake / capital repatriation / shareholders exitBuy Back

Capital Reduction

Overall tax-efficiency within the Group / streamline management objectives / improved net worth

Balance Sheet / Group Restructuring

Consolidation of businesses / entitiesMerger

Focus on core business / sell non-core business De-merger / Divestitures / Asset sale

Acquiring interest in new businesses / entitiesAcquisition

Enhancing stake / repatriation / financial restructuring

TRANSACTION STRUCTURING

We aim to provide optimal deal structure harmonizing clients needs with the external business,

commercial and regulatory ecosystem.

?Understanding commercial rationale

?Negotiation strategy

?Highlighting areas of concern

?Analyzing various investment structures (both outbound and inbound) from a fiscal and

regulatory perspective

?Analyzing alternative modes for corporate restructuring, transfer of businesses and

consolidation of businesses

?Narrowing deal parameters to address key buy and sell side considerations

?Identifying tax and regulatory issues – Corporate Tax, Indirect Tax, Stamp Duty, FDI Norms,

Corporate Law, SEBI Regulations, Competition Act

?Analyzing the financial impact and address integration

DUE DILIGENCE

At Nangia Advisors, we provide comprehensive due diligence services involving Business and

Financial, Tax and Legal diligence (either in house or through our network partners) to identify

idiosyncratic business & financial risks and opportunities.

Our Approach

Planning

Data Collation

Analysis of Issues

Management Information Report

HistoricalAnalysis

?Financial analysis of past performance

?Quality of earnings and net assets base

?Accounting policies and practices

?Link to audited numbers

?Understand the business

?Understand the deal drivers

?Desktop research

?Develop information requirement checklist

Planning

?Analysis of assumptions and business drivers

?Trend Analysis

?Sensitivity Analysis

?Management discussions

VisualizeFuture

BUSINESS VALUATION

Valuation is fundamental to many critical management decisions. We draw all our experience and

knowledge to deliver flexible solutions to respond to your valuation needs

Business & Entities

Goodwill & Intangible Assets

Common & Preferred Equity

Our Valuation Approach

Identify Details of Transaction &Business/ Assets to be Valued

?Business Details including Products, Markets, Management and

Financial data

?Valuation Details - which includes Business/ assets, Tangible/

intangible and Ownership

Conduct Market Research and Analysis

?Industry structure and competitive landscape

?Business risks and opportunities

?Regulatory issues

?Competitive position

?Market and environment trends

Determine Appropriate Valuation Methodology (ies)

?Collating information

?Methodology: which includes Assets, Earnings, DCF, Dividends

and Comparable Transactions

Review Comparable Transactions / Market Multiples

?Transaction analysis of Comparable Businesses

?Comparable Public Companies

?Analysis of deals under negotiation

Modeling and Valuation ?Application of Appropriate Methodology

?Integration of Financial, Market and Asset Valuation Data

?DCF and Sensitivity Analysis

IMPLEMENTATION – TRANSACTION CLOSURE

We believe in driving any transaction to it’s logical conclusion. We possess the skill set for

seamless implementation of conceptualized business reorganization. Our area of specialisation

includes:

?Assisting in negotiations

?Assistance in drafting & review of legal documentation

involving definitive agreements and related transaction

documents

?‘Follow on’ structuring to address tax and regulatory

issues

TransactionSupport

?Assistance in filing & interaction with various tax &

regulatory authorities

?Expediting necessary regulatory approvals for time

bound closure

?Assistance in compliance with Conditions precedent

Tax &

Regulatory Approvals

?Closing procedures

?Post Acquisition Integration Support

?Corporate and other regulatory compliance

?Consolidation accounting issues

?Compliance with conditions subsequent

Post Deal Activities

BIG DATA ANALYTICS

The advances in computing power, growing penetration of the internet, transactions

becoming dematerialized and hence being recorded led to the birth of Big Data.

Though there is no clear definition, experts have broadly described 3 attributes that characterizes

Big Data; the volume of data (measured in petabytes and above), the velocity of data (hundreds to

thousands of parameters being measured in real time) and the variety of data (videos, blogs,

commentary, logs).

Big Data Analytics as a concept came into existence in the early part of this decade and though

evolutionary in nature when compared to traditional analytics at a conceptual level, the tools it

utilizes, its implementation and the insights that can be generated are radical in nature. If we study any

moving water body like a sea, the surface currents are visible to the naked eye, however underwater

currents are not, but both affect marine life; the analogy we draw here is that traditional RDBMS

based analytics are similar to the former and Big Data Analytics to the latter.

It is necessary for businesses in the present day to have a Big Data strategy as technology has now

enabled us to measure previously unknown or non-measurable parameters/characteristics thus

helping us make better decisions not only to aim at higher growth but also to optimize productivity.

We expect Big Data Analytics to become a part of mainstream operations by the end of 2015 in

most industries across geographic locations, owing to which we are devoting a substantial portion of

our focus and energies towards implementation of Big Data Analytics techniques and strategies for

our clients.

The unique aspect of our Big Data Analytics practice is that the results are always compared

with what an industry expert and the clients themselves would advise on the subject.

This enables us to incorporate those elements intrinsic to the environment (e.g. human nature),

which does not get captured by data but is still accounted for and gives a result which is far

superior to what would be obtained if a pure data crunching or research approach was followed.

Some of the key intervention areas & their levers enabled by Big Data Analytics are:

CONSUMERS?Customer micro segmentation

?Customer experience and loyalty management

OPERATIONS

PRODUCTDEVELOPMENT

?Innovative product / service development

?Existing product / service improvement

SUPPLY CHAIN ?Real time inventory management

?Supply chain interventions

MARKETING ?Innovative cross selling and up selling strategies

?Advertising effectiveness measurement

Key sectors that are already witnessing benefits driven by Big Data Analytics are as below:

?E-Commerce

?Financial Services

?Healthcare

?Manufacturing / Production

?Retail

?Telecom

?Trading

?Transportation

Real time analysis of buying patterns andpurchasing behaviour

Improved risk scoring, assessment anddecisioning

Analysis of correlation between treatments and outcomes

Supply chain responsiveness

Demand forecasting

Customer churn analytics

Open innovation through crowd sourcing

Traffic management

?Productivity improvement

?Process streamlining

GROWTH STRATEGY CONSULTING

As an organization matures, they are typically faced with the challenge of how to grow their business,

be it expanding to a new market, to develop products targeting specific customer segments or to

simply understand how they can increase their sales figures in the existing markets with the current

set of products and services.

We at Nangia Advisors address these challenges with a pragmatic approach and provide strategic

advice and help implement sustainable solutions which are bespoke to each client and result in

improved ROI.

Our team of consultants utilizes insights gained from four perspectives to formulate strategies:

to understand what the data is saying about the current situation / scenario

and taking into consideration the prescribed limits of the client owing to practical considerations

what can be the best possible outcomes that can be achieved

in a time honored fashion to collect all relevant information required

which provides us with in-depth knowledge on the industry, its markets and

technologies involved and enables us to complete a 360°

We ask ourselves during each step of a strategy or solution being devised if

its practically implementable, as we provide our clients the option to ask us to implement any of

the solutions advised to guarantee the outcomes that we have predicated

Post strategising, we hand hold our clients in developing the organization to carry out the strategy

successfully by:

?Creating the execution plan including implementation frameworks, goals and timelines

?Organisational restructuring and optimal resource allocation to strategy essential activities

?Develop and deploy policies and programs, supporting adopted strategy

?Project and vendor management

?Enable continuous improvement by identifying gaps through performance reviews against set

goals and benchmarks; resulting in adaptive fine tuning of strategy and execution plan

?

?Research –

?Expert Views –

?Implementation –

Big Data Analytics –

BUSINESS INTELLIGENCE

?Market segmentation, size and growth outlook

?Trends, drivers and inhibitors analysis

?Target customer analysis

?Competitive landscape

?Supply and distribution channel analysis

?Regulatory framework

?Key success factors

?Evaluation of competitor business models

MARKETS ASSESSMENT & GO TO MARKET STRATEGY

?Identify key management contacts in partner companies

?Evaluate partner interest in proposed deal

?Gather available financial data and create assumptions to fill in the gaps

?Determine key drivers of revenue and costs

?Develop financial model for the deal

?Run valuation based on comparables/multiples

?Conduct sensitivity analysis

?Develop management/board presentations

JOINT VENTURES & PARTNERSHIPS

?Best practices from within the industry and benchmark strategy analysis of companies who had

set up their offices in the regions / cities being examined

?Deployment of Six Sigma methodologies (QFD etc) to ascertain the most important factors

influencing the choice of a location and nature of the facility

?Systematic data collection to be performed through a survey and the outputs would be

anatomized to draw insights on the most suitable location and nature of facility

?In-depth discussion with Government, developer, other companies to put quantitative fact to the

findings

LOCATION ATTRACTIVENESS & ASSESSMENT

?Partner Screening and Evaluation

?Strategic Fit

?Partner Profiling

IDENTIFICATION OF LOCAL PARTNERS & SUPPLIERS

suraj.nangia@nangia.comwww.nangia.com

Suite - 4A, Plaza M-6, Jasola, New DelhiPIN: 110025 India

Ph.: +91-11- 4737 1000Fax: +91-11- 4737 1010

The Summit, Level 2, Unit No. 210,Western Express HighwayVile Parle (East), Mumbai

PIN: 400057 India

75/7, Rajpur RoadDehradun

PIN: 248001 India

Nangia & Co. (Singapore) Pte. Ltd.24 Raffles Place, #25-04A Clifford Centre

Singapore 048621