Indcap Advisors Pvt. Ltd. Mumbai I New Delhi I Kolkata I Ahmedabad

February, 2016

2

February, 2016

CONTENTS

Mergers & Acquisitions 3

Private Equity 4

M&A Deals – February 2016 5

PE Deals – February 2016 6

Indcap Opportunities 7-8

Budget Overview 2016-17 9-10

Indcap Performance 11

Markets/ Commodities 11

February, 2016

3

*An extensive list of M&A and PE deals announced in February 2016 is provided in the subsequent pages

IL&FS Transportation Networks Ltd. and its units have sold a 49 per cent stake in Rapid MetroRail Gurgaon Ltd. for INR 5,099 Mn

State-run public sector natural gas transmission company Gujarat State Petronet Ltd. (GSPL) has completed the acquisition of 13.71 per cent equity stake in Sabarmati Gas Ltd. from financial institutions, raising its total holding in the company to 27.5 per cent

Tata group firm Rallis India has acquired an over 19 per cent stake in its subsidiary firm Metahelix Life Science for INR 733 Mn

Speciality chemicals maker Camlin Fine Sciences Ltd. has acquired a 65 per cent stake in Mexico's Dresen Quimica SA de CV, along with its group companies, for INR 530 Mn in cash.

Mumbai-based Apcotex Industries Ltd. has acquired emulsion polymers maker Omnova Solutions India (P) Ltd. (OSIPL), the Indian arm of US-based specialty company Omnova Solutions Inc, for INR 360 Mn in an all-cash deal

Mumbai-based Kribha Handicrafts (P) Ltd., which runs e-commerce marketplace for ethnic products Craftsvilla, has acquired on-demand logistics enabler Sendd for INR 340 Mn

E-commerce giant Amazon Inc. has struck a deal to buy a 26 per cent stake in Westland Ltd., a subsidiary of Tata Group’s retail firm Trent Ltd.

February, 2016

4

Premji Invest, an existing investor in the Fabindia, has bought exiting L Capital's 8% stake for around INR 3,600 Mn

Middle East-based e-commerce platform Wadi.com, operated by Dubai-based Wadi International General Trading LLP, has raised INR 4,584 Mn in Series A round of funding led by the Al Tayyar Travel Group, with existing investor the Middle East Internet Group (MEIG) also co-investing.

*An extensive list of M&A and PE deals announced in February 2016 is provided in the subsequent pages

Hit The Mark Inc., which runs Mumbai-based curated baby and kids products flash sales site Hopscotch.in, has raised INR 890 Mn in Series C funding led by Facebook co-founder Eduardo Saverin.

CupoNation, a Rocket Internet-backed deals and discounts portal, has raised INR 755 Mn in Series B round of funding from a group of investors, including existing investor Rocket Internet AG.

Pune-based e-commerce logistics firm Xpressbees has raised about INR 544 Mn in funding from its existing investors – SAIF Partners, IDG Ventures India, NEA, Vertex Ventures, and Valiant Capital.

Bangalore- and San Francisco-based Zendrive Inc, a data analytics startup focused on safe driving, has raised INR 918 Mn in Series A funding led by Shervin Pishevar of Sherpa Capital, Nyca Partners and

Thomvest Ventures.

February, 2016

5

Target Buyer Industry Deal Value

Stake (%) INR in Mn

IL&FS Transportation Networks Ltd and its units

Rapid MetroRail Gurgaon Ltd. Infrastructure 5,099 49

Metahelix Life Science Rallis India Commodities 733 19

Sabarmati Gas Ltd. Gujarat State Petronet Ltd. (GSPL)

Infrastructure 562 13.71

Mexico's Dresen Quimica SA de CV and its group companies

Camlin Fine Sciences Ltd. Commodities 530 65

Omnova Solutions India (P) Ltd. Apcotex Industries Ltd. Commodities 360 N.A

Sendd Kribha Handicrafts (P) Ltd. (Caftsvilla)

IT/ITes/ Technology 340 100

Westland Ltd. Amazon Inc. Media 95 26

InOpen Technologies (P) Ltd. Next Education India (P) Ltd. Education N.A N.A

Mywash Technologies (P) Ltd. Sarvaloka Services On Call (P) Ltd. (Housejoy)

Services N.A N.A

Sira Group Aequs Private Limited Engineering N.A N.A

Orobind Fitness Technologies (P) Ltd .

Sarvaloka Services On Call (P) Ltd. (Housejoy)

Services N.A N.A

Manch. Toppr IT/ITes/ Technology N.A N.A

M&A Deals- February 2016

*INR to USD conversion rate considered at USD 1 = INR 68 N.A. – Not Available

February, 2016

6

Company Industry Investor Amount

Stake (%) INR in Mn

Wadi International General Trading LLP

IT/ITES/Technology Al Tayyar Travel Group, with existing investor the Middle East Internet Group (MEIG)

4,584 N.A

FabIndia Overseas (P) Ltd. Retail PremjiInvest 3,600 8

Zendrive Technologies India (P) Ltd.

Services

First Round Capital (Mauritius) Ltd., Sherpa Capital, Nyca Partners, Thomvest Ventures, BMW i Ventures, Fontinalis Partners, Tad Montross

918 N.A

Hopscotch Wholesale Trading (P) Ltd.

IT/ITES/Technology

Eduardo Saverin 890 N.A

CupoNation IT/ITES/Technology

A group of investors, including existing investor Rocket Internet AG

755 N.A

Xpressbees Logistics Solutions (P) Ltd.

Logistics SAIF Partners, Vertex Venture Management Pte Ltd.

544 N.A

Juspay Technologies (P) Ltd. IT/ITES/Technology Accel Partners, Ashish hemrajani, Parikshit Dar, Rajesh Balpande

400 N.A

OFB Tech (P) Ltd. IT/ITES/Technology

Matrix Partners India, Bhavish Aggarwal, Prashant Malik, Apoorva Patni, Pranay Chulet, Rohit MA, Sumesh Menon

340 N.A

Aasanjobs (P) Ltd. Services Aspada Advisors 340 N.A

Avanti Learning Centres Education Michael & Susan Dell Foundation (MSDF)

331 N.A

PE Deals- February 2016

*INR to USD conversion rate considered at USD 1 = INR 68 N.A. – Not Available

February, 2016

7

Sector Location Opportunity Brief Key Highlights

Renewable Energy

Tamilnadu &

Karnataka

The company is involved in power generation through wind turbine generators

Operating wind turbine generators located in Tamilnadu and Karnataka

Aggregate-rated generating capacity of 51 MW with an average PLF of 18-20%.

34 Turbines of 1.5 MW each Date of commissioning- 2009-10

Diversified Gujarat A Conglomerate having diversified business

Looking to sell their 300 MW coal based power plant in Maharashtra

Expected Deal Size- INR 21,000 Mn

IND

CA

P -

OP

PO

RTU

NIT

IES

Sector Location Company Brief Acquisition Criteria

Chemicals Gujarat The group is engaged into manufacturing of dyes, pigments, caustic etc.

The company is diversifying into API and is interested in acquiring USFDA approved API Unit.

Looking for running plant with all USFDA approvals for its API Products

Acquisition Size<= INR 500-1,000 mn.

Oil & Chemicals

Gujarat An MNC and independent tank storage provider for the oil and chemical industry.

Looking for acquiring existing petroleum and chemicals storage and tanking business at ports

Architectural Hardware Fittings

New Delhi The Company is one of India’s most popular Architectural Hardware Solution provider through a wide range of standard & customized products

The company is looking for acquisition in the following space: • Door manufacturers- Fire door, clean

room used in pharmaceutical and hospital

• Kitchen manufacturer - Prefer into retail but can also look in commercial

• Electronic home security- example door phone

Looking at companies with revenue INR 500-1000 Mn

Renewable Energy

Gujarat The Company is a diversified player based out of Gujarat

Looking to acquire wind and solar assets in Gujarat and Rajasthan

Hydro assets in Himachal Pradesh

February, 2016

8

Sector Location Company Brief Acquisition Criteria

FMCG India The company is engaged in the manufacturing of FMCG products and is exploring to diversify into new businesses.

In FMCG • Sector includes Personal care products (natural and

Ayurvedic), Baby Care Products, Vitamins, Minerals & Dietary Supplements (VMS)- Natural & Herbal, Consumer Durables, Food Sector

• Revenue Size – INR 250 Mn to INR 1000 Mn. • EBIDTA – Should be positive • Scalable Business • Should have regional or Pan India presence

In Healthcare • Clinical Diagnostics centers, Fertility centre etc.

In Cement • Cement Grinding unit of about 1.0 mn tonne

capacity • Sufficient land preferably with railway siding • Location: W.B, Jharkhand, Odisha & Bihar • Captive Limestone mine would be preferred

Renewable Energy • Solar Power plant with crystalline technology • PPA scheme should be under central Govt. Scheme

like JNNSM-Batch

Any new disruptive technology oriented business

Real Estate

Gujarat They are a group of ultra HNIs running large chain of multiplexes and hospitality services in Gujarat

Interested in acquiring 5 Stars Property in Goa, Kerala or any of the metro cities

Looking for any sizable commercial real estate property fetching good lease rentals

Looking for IRR of around 12-15%

FMCG Gujarat The company is a leading player in the Chemicals and Cement business

The company is looking to acquire large size cement unit having capacity of more than 3.0 mn tonnes

Preferred Location- Western Part of India Lime reserve and captive power plant associated

with cement plant would be most preferred

Diversified

Gujarat They are a group of ultra HNIs

Looking to acquire export oriented API or other semi-regulated commodity business

Location – Western India Expected Deal Size- 1,250 – 1,500 Mn

IND

CA

P-

OP

PO

RTU

NIT

IES

February, 2016

9

Direct Tax Proposals • Additional relief of Rs 3,000 in case income is less than Rs 5 lakh

• Increase of tax rebate under 87A from Rs. 2000 to Rs. 5000

• Presumptive Income of 8% for Turnover of Rs. 2 Cr

• Additional tax @10 % of gross amount of dividend will be payable by the recipients receiving

dividend in excess of Rs 10 lakh p.a.

• Surcharge to be raised from 12% to 15% on persons, other than companies, firms and cooperative societies having income above Rs 1 crore.

• STT in case of 'Options' is increased from 0.017 % to 0.05%.

• Extend the presumptive taxation scheme with profit deemed to be 50%, to professionals with gross receipts up to Rs 50 lakh.

• Limit of deduction of rent paid increased to Rs 60,000 p.a.

• Accelerated depreciation wherever provided in IT Act will be limited to maximum 40% from 1.4.2017

• Benefit of deductions for Research would be limited to 150% from 1.4.2017 and 100% from 1.4.2020

• Benefit of section 10AA to new SEZ units will be available to those units which commence activity before 31.3.2020.

• The weighted deduction under section 35CCD for skill development will continue up to 1.4.2020

• New manufacturing companies incorporated on or after 1.3.2016 to be given an option to be taxed at 25% + surcharge and cess provided they do not claim profit linked or investment linked deductions and do not avail of investment allowance and accelerated depreciation.

• Companies with turnover not exceeding ` 5 crore IT Rate @ 29% plus surcharge and cess.

• Domestic taxpayers can declare undisclosed income by paying a total tax of 45% of the undisclosed income.

BU

DG

ET O

VER

VIE

W 2

01

6-1

7

February, 2016

10

• 100% deduction of profits for 3 out of 5 years for startups setup during April, 2016 to March, 2019. MAT will apply in such cases.

• Period for getting benefit of LTCG in case of unlisted companies is reduced to two years.

• NBFCs shall be eligible for deduction to the extent of 5% of its income in respect of provision for bad and doubtful debt

• Commitment to implement General Anti Avoidance Rules (GAAR) from 1.4.2017. • 100% deduction for profits of undertakings from housing projects in cities during Jun '16 - Mar '19

Service Tax • Krishi Kalyan Cess @ 0.5% on the value of taxable service to be levied on all taxable services with

effect from 1st June, 2016 • Service tax exempted for housing construction of houses less than 60 sq. m

• Service tax exempted for general insurance schemes under Niramayi Swasthya Bima Yojana

Excise and Customs • 11 new benches of Customs, Excise and Service Tax Appellate Tribunal (CESTAT).

• Basic custom and excise duty on refrigerated containers reduced to 5% and 6%.

• Clean Energy Cess has been renamed as Clean Environment Cess, increased from Rs. 200/tonne

to Rs. 400/tonne

• Infrastructure cess levied on motor vehicles ranging from 1% to 4%

• Excise duty on tobacco products other than Bidi to above 10%.

• Excise duty of 1 per cent without input tax credit or 12.5 per cent with input tax credit‘ on articles of jewellery [excluding silver jewellery, other than studded with diamonds and some other precious stones], with a higher exemption and eligibility limits of Rs 6 crore and Rs 12 crore respectively.

• Excise on readymade garments with retail price of Rs 1000 or more raised to 2 per cent without input tax credit or 12.5 per cent with input tax credit.

BU

DG

ET O

VER

VIE

W 2

01

6-1

7

February, 2016

11

Indcap has successfully assisted one of its clients in Iron & Steel Industry based out of Kolkata,

which is already in CDR, in getting enhancement of Working Capital to the tune of INR 300 Mn from a leading PSU Bank

Indcap has successfully assisted a leading Infrastructure Company, based out of Kolkata, in Debt Syndication worth INR 206 Mn through a Leading Public Sector Bank at highly competitive rates

INDCAP PERFORMANCE

Stock Indices Opening

(1st Feb’16) Closing

(29th Feb’16) Change %

Sensex 24,982.22 23,002.00 -7.92%

Nifty 7,589.50 6,987.05 -7.94%

FTSE 6,083.80 6,097.10 0.22%

Nikkei 17,699.60 16,026.76 -9.45%

Dow Jones 16,453.63 16,516.50 0.38%

Gold ( INR/10 Grams) 26,738.00 29,181.00 9.14%

Silver (INR /1 Kg) 34,502.00 36,183.00 4.87%

USD ($) 67.94 68.23 0.43%

Euro (€) 73.98 74.14 0.22%

GBP (£) 97.59 94.99 -2.66%

Sources – Global Indices, BSE, NSE, RBI, MCX INDIA

MA

RK

ETS/

CO

MM

OD

ITIE

S

12

Indcap Advisors Pvt. Ltd. Offices

Kolkata New Delhi Mumbai

Chitrakoot, Suite # 68, 6thFloor, 230A, A.J.C Bose Road,

Kolkata – 700 020 Ph. No.:- +91 33 3052 4446

823, DLF Tower A Jasola District Centre New Delhi – 110 025

Ph. No.:- +91 11 2694 2340/ 41/ 42

Suite # 603, 6th

Floor, Balarama Bandra Kurla Complex, Bandra (E)

Mumbai – 400 051 Ph No.:- +91 22 3058 4445

Ahmedabad

A-707, Infinity Tower Corporate Road, Prahladnagar,

Ahmedabad – 380 015 Ph. No.:- +91 79 4002 6336

www.indcapadvisors.com

Disclaimer

This document is issued by INDCAP ADVISORS PVT. LTD. The information contained herein is derived from various public documents we believe to be reliable, but which we have not independently verified. INDCAP makes no guarantee as to the accuracy or completeness of this information and is not responsible for errors of transmission of factual or analytical data, nor shall it be liable for damages arising out of any person’s reliance upon this information. The opinions in this document constitute our present judgment, which is subject to change without notice. The document is intended to be distributed in its entirety. No consideration has been given to the particular investment objectives, financial situation or particular needs of any recipient. Unless governing law permits otherwise, you must contact a INDCAP member in your home jurisdiction if you wish to use INDCAP services in effecting a transaction in any investment mentioned in this document. No part of this publication may be reproduced, stored in a retrieval system, or transmitted, on any form or by any means, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of INDCAP.