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APOHANTM
Apohan Marketing Presentation
SMB Equity Funding/Strategic Transactions:
Concepts,Strategy,Options, Process& Consulting
Perspectiveof CXOs, businesspersons w/o financialbackground
Final destination for equity funding needs of Indian SMEs!!!
Presented by: Arun Joshi, CMD, Apohan
E-mail: arun.joshi@apohanconsultants.com
Ph. +91 9810481325
Website www.apohanconsultants.com
3/21/2021 APOHAN CORPORATE CONSULTANTS PVT LTD 11
APOHANTM
Why M&A (Strategic
Transactions)?
Destiny of businessman, Misconceptions about equity, Documentation &
business risks, Ownership & control, advantages of M&A, Bargaining power,
Deal failures, Precautions, Importance of a good contract, Essential elements for
deal success
21-Mar-21 APOHAN CORPORATE CONSULTANTS 2
APOHANTM
Destiny of a Businessperson…
To the Mount Everest
1. Directorial salary
2. Corporate benefits
3. Personal benefits
4. Dividend
5. Appreciation in share price/business value
6. Self-satisfaction/pride of personal
achievements
7. Recognition for contribution to economy &
society
8. Security of future generations from going
entity
9. Multi-national diversified conglomerate
To the Mariana Trench
1. Loss of substantial value created in business over years
2. Loss of capital brough initially in a business
3. Recovery from distress sale as a going entity
4. Recovery from liquidation (at scrap value?)
5. Recovery from returns earned from business
6. Recovery from other earnings of other owners
7. Recovery from auction of properties/assets
8. Recovery from personal / relatives’ guarantees
9. Civil court cases for recovery & operational matters
10. Criminal case regarding financial crimes
As a CXO or businessman, you yourself don’t need to be expert in the technical or compliance aspects of finance.
But, as a business leader, you are responsible for journey towards Mount Everest or Mariana Trench!
APOHANTM
Reasons for Stagnation & Financial Distress…
FINANCE RELATED
 No financial planning
 No financial analysis
 Poor cash management
 Poor fund flow management
 Insufficient capital provisioning
 Shortfall in working capital
 Delayed recovery of receivables
 Reducing profitability
 No risk mitigation measures
 Price war, stagnation
 No computation of overheads
 Improper allocation of overheads
 No provisions for contingencies
 Poor credit rating, CIBIL
 Poor bank choice, relations
OPERATIONS RELATED
 Absence of project plan
 Delays in project completion
 No necessary certifications
 Absence of marketing infrastructure
 Poor contracts with clients
 Loss of key customers
 Ineligibility for tenders
 Absence of efficient procurement
 Low capacity utilization
 No product basket rationalization
 Frequent shutdowns
 Rejection due to poor quality
 Absence of innovation
 Unexpected regulatory development
 Poor documentation, communication
MANAGEMENT RELATED
 Office politics
 Friction in the management
 Loss of business partner
 High attrition of employees
 Loss of key employees
 Frauds & corruption
 Absence of policies
 Poor reporting structure
 No professional training
 Poor working culture
 No use of modern technology
 No business data to analyse
 Absence of compliances
 No participation in industry activities
Success needs all success factors together! Failure needs aggravation of just one failure factor!!! You need consultants for avoiding financial
failure. Operational & management failure is your own. Also, external failure factors typically affect all businesses to the same extent.
APOHANTM
Benefits of M&A/Strategic Transactions
◦ Increased scale of operation
◦ Economies of scale
◦ Brand goodwill
◦ Market share/leadership
◦ Access to new markets
◦ Enhanced market share
◦ New geographic presence
◦ Synergies of operations
◦ Tax, subsidy, incentive benefits
◦ Reduction in competition
◦ Reduction in pressure on prices
A well undertaken M&A can transform a company into a corporate giant in future.
There are virtually unlimited benefits.
◦ Growth w/o new cash
◦ Settlement of liabilities, debts
◦ Financial turnaround of distressed assets
◦ Less overheads
◦ Ready made listed public form
◦ Infusion of money for growth
◦ New close stakeholders
◦ Removal of capability deficits
◦ Bulk buying advantage
◦ Enhanced creditworthiness
◦ Enhanced credentials for tenders
◦ Investment in upgradation, technology, R&D
APOHANTM
Timing of Transaction:
3 Bargaining Power Cases of a Business
Financial Distress
 Supplier payment defaults
 Working capital defaults
 Bank NPA
 Lok Adalat
 Company Law Board
 Strategic debt restructuring
 SARFAESI, DRT, DRAT
 Asset reconstruction
 CIRP under IBC process /NCLT
 High Court/ Supreme Court
 Viable loss making business
 Unviable business
 Business under liquidation
The ability of company to bargain valuation & dictate terms is least when business is foreseeing
liquidation & the highest when the business is growing at fast pace with very high margins & low risks.
Introvert Businesses
 Not able to take decisions
 Don’t know right time to grow
 Waiting to fail but don’t know
that
 Loosing good opportunity
 No timely succession planning
 No horizontal or vertical
integration
 Surviving on luck
 Surviving on relationships
Growth Financing Requirement
 WC for 100% capacity utilization
 Capacity expansion
 Product portfolio expansion
 Geographical expansion
 Vertical – forward & backward
expansion
 Horizontal or lateral expansion
 Inorganic growth
 New greenfield or brownfield project
 New product development, technology,
R&D
 New business structure, contract
structure
 Diversification
 International expansion
APOHANTM
Why to Choose Equity over Debt?
SN Aspect Debt Funding Equity Funding
15 Risk of default High No
16 Punishment upon default Very high None
17 Term of investment Short Long
18 Due diligence Very Less Hectic
19 Documentation Less Hectic
20 Eligibility Institutional Discretionary
21 Funding decision basis Eligibility Merit based
22 Funding amount Limited Very high
23 Dilution of control No Yes
24
Interference in
Management No Yes?
25 Expectation of return Less Very high
26 Synergy benefits None Very high
27 Availability of variants Less High
SN Aspect Debt Funding Equity Funding
1 Guaranteed return Yes No
2 Fixed return Yes No
3 Periodic return Yes No
4 Time for disbursement Less High
5 Security requirement Yes No
6 Gurantee requirement Yes No
7 Compliance requirement Less Very high
8 Rejection criteria Rules Analysis
9 Corruption More Very less
10 Cost of raising funds Less High
11 Flexibility available Less Very high
12 Flexibility required Less Very high
13 Repayment requirement Yes No?
14 Interest payment Yes No
Absence of custom, end-to-end consulting & financial intermediary infrastructure
has ruined the high potential SMEs!!!
APOHANTM
Why deals don’t happen much in SMBs?
Reason 1: Internal Expertise Gaps
 A big/large BOD
 To take decisions
 M&A department
 To deal with transactions full time
 Strategy department
 To coordinate aspects of all departments/functions, to integrate merger
 Finance department
 For purpose of strategic valuation, overseeing transaction compliances
 Corporate department
 To manage internal corporate process, approvals
 Legal (contracts) department
 To draft, negotiate, vet the contracts
Businesses, even if sufficiently large, don’t know have these elaborate departments. Businesses
don’t know much what scope of work to give & how to review the deliverables.
Business also don’t realize something called consulting risk to its transaction as they have no
stakes after success fees (mostly).
APOHANTM
 Lack of awareness of the advantages of equity
 Absence of an organized equity market
 Risk fear of hurdle in business growth appetite
 SMEs taken as insignificant & risky segment for prestigious
M&A advisory companies
 Lack of investor community access
 Too much negative advertising of business alliance failures
 Confusion in choice of growth & management control
 Requirement of disclosure of critical business information
 Selling business – stigma notion
 Hectic documentation & information collection
 Integrity of accounts
 Poor confidence or hope for getting equity
 Unsuitable legal form of business

 No independent directors & stakeholders
 Insufficient deal preparation
 Reliance on audit & tax professionals for M&A work
 Lack of time with SME management
 Complex chain of brokers & no direct engagement with M&A
consultants
 No single window M&A solution companies for SMEs in the
market
 M&A communication is difficult & complex
 Notion of inferior side
 Higher transaction cost
 Resistance for issuing consulting mandate
 No appreciation of time-frame
 Unreasonable expectation of valuation
 Unclear equity contract conditions

The misconceptions are due technical background, lack of exposure & incorrect interpretations of
observations in the market. Start-ups get investment because they come with clean slate.
Why deals don’t happen much in SMBs?
Reason 2: Misconceptions about equity funding
APOHANTM
 Smaller holding in a large, growing entity should be preferred over large holding of a small, stagnant entity
 Difference of opinion on current valuation is insignificant compared to future gain in total valuation
 Business growth is a dream of every businessperson
 Internal accruals are often not sufficient to fuel growth dreams
 Organic growth is slow, painful & uncertain
 Benefits of synergy are absent in organic growth
 Attachment of control even if competent partner is available is more for psychological satisfaction
 A wise management would choose growth over control
 The very purpose corporate structure is growth through capital participation
 Dilution of control may provide financial expertise for a technocrat
 Relationship with a rich entity may come handy in crisis
 Investment contracts can be designed to address many control expectations & concerns
 Complexity doesn’t make a professional reason to avoid M&A route
 Delegation can be done at market cost level & not control improves life quality
Dilemma between growth & control preferences of the promoters leads to delays in decision
making, too hard bargain of valuation & unreasonable, unusual conditions of contracts
resulting in failure.
Why deals don’t happen much in SMBs?
Reason 3: Dilemma between ownership & control
APOHANTM
 These brokers shouldn’t be taken as M&A consultants!!!
 They don’t know M&A process details and may reveal your M&A intent to wrong entities. A company rumoured
to be sold risks business relations
 They don’t know many investors & even if they know, no professional investor invests crores of rupees on their
personal recommendation.
 They make difficult getting an investor as the investor requires direct mandate from the business/seller to the
M&A consultants.
 Investor gets put-off by higher brokerage charges as they are ultimately paid by the company.
 Brokers increase cost of acquisition of finance without much contribution in deal making, documentation, trust
building,
 They delay M&A closure as it takes them a lot of time to make an agreement, decide payment sharing, etc as
they don’t do this full time.
 They accept any terms & conditions & that is why they are wrongly perceived as very lucrative M&A.
A decent business deal broker should charge a nominal fixed referral fee. In no case, it should get a sole, direct, exclusive
consulting mandate. The success of M&A deal requires all necessary knowledge of strategy & finance, not a bit more
knowledge than the technocrat promoters. The number of people claiming M&A capability, without having it, is many times
more.
This is the most prominent reason for most deal failures in India.
Why deals don’t happen much in SMBs?
Reason 4: Non-M&A Brokers spoil the deal
APOHANTM
An investor IS there if…
◦ the management has a record of financial
integrity;
◦ the company has sound competence in its
technology, products, services, markets &
competition & the trends in them
◦ There is a priced demand for the products that
can create sustainable profits
◦ There is in place or can be put in place marketing
capability & marketing infrastructure
◦ There is possibility of returns on investment in
proportion of risks
◦ The offer to be made to the investor is
reasonable, rational.
◦ There is readiness to undergo the rigorous
M&A process documentation.
No investor invests crores of rupees (millions of USD) because they merely KNOW the M&A advisors like us.
An investment is always based on the intrinsic business merit alone! Investor network is a secondary aspect
of a deal, core focus should be value proposition.
No decent company in M&A consulting has any problem of investor network.
Business & Investor
◦ Doing business is very complex & difficult & doing
financial investment is relatively very easy.
◦ The number of eligible businesses is very low & the
number of eligible investor is very high.
◦ Typically, the investment requirement of a business is
relatively low.
◦ The ticket size of investment of many investors is very
high.
◦ There is a lot of money chasing a very few good
opportunities.
◦ Investible money is not a rare commodity in the world.
◦ The alternative investment opportunities very less
lucrative & potent.
◦ Businessmen think investors are rare because all the life
they were looking only for clients, not investors.
Why deals don’t happen much in SMBs?
Reason 5: Focus on investor network than business merit
APOHANTM
The Beginning:
 Excessive trust & confidence
 Partnerships not designed for any
possible failure
 Very good spirits in the beginning
 High degree of cooperation needed
to succeed
 Not much wealth in the business
 Hardly anything to fight for or fight
about
 Hardly any complex aspects known
 Business is simple in size, form and
nature.
 No pre-written explicit written
documentation felt needed
Treatment of all the aspects through a relationship contract in the beginning is the solution!
Your problem, in most likelihood, wouldn’t be in the never before category in the corporate history!
The Interval:
 Wealth, reputation, assets,
profits, rights, people
 Duties, obligations, liabilities,
risks,
 Stress, egos, complex
communications, events,
 Issues handled randomly,
casually, haphazardly
 Partners are hesitant to open
negotiations
 Tendency to retain benefits &
pass on the liabilities
 No management of future
complexities
The End:
 Influence of new entrants
 Difference of opinion is taken as
opposition
 Disagreement on sharing scope &
benefits
 Disagreement of role, control &
business decisions
 Violation of implicit clauses by
one party
 Formal end of relation, loss of
synergies
 Confusion among stakeholders
 Competing entity in market
 Litigations, arbitrations
Why deals don’t happen much in SMBs?
Reason 6: Poor Contracts-Unreasonable expectations & offers
APOHANTM
1. Brokers appointed by SMEs as M&A consultants
2. No knowledge of equity funding market & process
3. Misconceptions about equity
4. No financial model, no investment schedule
5. No deal structure
6. No financial contract
7. No clear offer
8. No 360 degree expertise – MBA strategy, MBA finance, MBA marketing, Sector expert, Accounting
expert, Taxation Expert, Secretarial expert, Business lawyer, Valuation expert
9. No access to Big 4 M&A consultants
10. No communication infrastructure
11. No network of investors
12. No internal documents
13. No transaction documents
3/21/2021 APOHAN CORPORATE CONSULTANTS 14
Summary of all important reasons for “Deal Failure”
Apart from intrinsic merit, the M&A industry procedures must be followed.
The preparedness is necessary because money is a commodity everyone wants. Investors don’t have
time & capacity to know who is who, to process each offer. This results in rejection of many deserving
investment offers.
APOHANTM
M&A (Strategic
Transactions) Process
Phases of transaction, transaction cost, time-frame, risk assessment,
transaction documents, Confidentiality, management involvement
21-Mar-21 APOHAN CORPORATE CONSULTANTS 15
APOHANTM
Consultant
Appointment Phase
• Awareness &
education on equity
• NDA (Business -
Apohan)
• Client information
form
• Counselling
• T1 B1 T2 B2 process
• Consulting proposal
• Consulting contract
Inception Phase
• Problem/Aspiration
detailing
• Profile of seller
• Timeline & budget
for process
• Study of business &
internal documents
• Study of strategic
options
• Selection of deal
structure
• Inception
report/CIM
• Future business
plan
• Financial model &
valuation
Investor
Identification Phase
• Desired profile of
investor
• Investor selection
criteria
• Shortlist of
investors
• Preparation of
teaser
• Invitation of interest
from prospective
investors
• NDA (business &
investor)
• Mobilization for
data room
• Investor’s due-
diligence
• Plant visit
Detailing Phase
• Term-sheet
• Financial
negotiations
• Commercial
negotiations
• Appointment of
compliance
professionals: CS,
CA, lawyer,
statutory valuer
• Selection of non-
strategic experts:
Engineering, market
• Seller’s detailed
due-diligence
• Modifications to
term-sheet
Closure Phase
• Draft investment
contract
• Price & contractual
negotiations
• Corporate process
• Creation of escrow
account
• Execution of
investment contract
• Fund transfer
• Payment of success
fees to consultants
Integration phase
• Handholding by
consultants
• Secretarial
compliances
• Accounting
compliances
• Taxation
compliances
• FEMA compliances
• Business specific
compliances
• Integration of
businesses
• Achievement of
objectives of the
transaction
6-Phase Equity Funding Transaction Process
The equity funding process is lengthy but worth the reward!!!
It also a risky process and that is why it fails at the hands of the inexperienced consultants & brokers for 99 times out of 100 in
SMEs. However, depending upon comfort between the parties & quality of consultants, it may happen quicker & correct.
APOHANTM
Deal Structure: Permutations & Combinations
Businessman or CXO is supposed to know objectives & subjective boundaries. M&A
advisors need to select appropriate transaction as the same has huge implications
towards meeting strategic objective, process, time, compliances, cost & certainty.
M&A-
It is a loose term for all strategic transactions in the industry.
The stakes are high. Frequency is less. Role of external experts is high.
At the core there are only two things: Financial model for valuation, A transaction specific legal contract
The Variants of M&A Space:
Schemes, Arrangements, Compromises, Restructuring, Corporate restructuring, Financial Restructuring, Business
Restructuring, Group Restructuring, Asset restructuring, Issue, Allotment, Placement, Block Deals, IPO, ADR, GDR,
FPO,FDI, ODI, DVRs, Convertibles, ESOPs, Options, Joint Venture, Inorganic Growth, Turnaround, Amalgamations,
Acquisitions, Takeovers, Spin-offs, Revivals, Combinations, Mergers, Combinations, Dormancy, Closures, Deregistration,
Dissolutions, Liquidations, Winding-up, …
Corporate Control : M&A Fibonacci Numbers-
0%, 5%, 10%, 24-25-26%, 49-50-51%, 74-75-76%, 90%, 100% ,
APOHANTM
Risk: Study of Internal (Operational) Documentation
CORPORATE FUNCTIONS
 Group/ Corporate structure
 Shareholder relations
 BOD performance
 Investor/bank relations
 Strategic management
 Mergers & acquisitions
 Business alliances, JVs
 Corporate management
 Corporate governance
 Risk management
TECHNICAL FUNCTIONS
 Project plan
 Project management
 Certifications
 Supplier development
 Inbound logistics
 Production, manufacturing
 Operations & Maintenance
 Quality management
 Marketing
 Business development & sales
 Distribution channel
 Research & development
SUPPORT FUNCTIONS
 Administration
 Human resources
 IT – HW, NW, SW, SM
 Financing
 Financial management
 (Business) Investment
 Legal
 Knowledge management
 Compliances
 Public relations
 CSR
 Industry memberships
There are around 375 “types” of documents possible in a common business depending upon the complexity &
scale. Expending many resources, time, energy, hope & going to advanced stage of deal without
communicating “key make or break information” is too common.
Contact Apohan to get this list arranged by department/function, ready it & be funding-ready.
APOHANTM
New M&A Transaction Deliverables by Consultants
(Critical to Deal Success & even completion)
1. Consulting proposal, agreement
2. Inception report
3. Client presentation
4. Profile of client
5. Profile of target company/investor
6. Teaser, Pitch book
7. Information memorandum
8. Data sheet
9. Business plan
10. Schedule of investment requirement
11. Financial model
12. Amendments in MOA/AOA
13. Board resolutions
14. Advertisements for online media
15. Advertisements for physical media
16. Mutual NDA
17. Investor presentation
18. Investor proposal analysis report
19. Investor’s due diligence report
20. Valuation reports – 4 types at the
minimum
21. Document list of data room
22. New documents & reports for specific
needs
23. Term-sheet
24. Business Transfer agreement
25. Corporate documents
26. Legal documents
27. Disclosure schedule
28. Due diligence agency appointments
29. Due-diligence report
30. Handholding report
You must ask the prospective consultants about their ability & experience in preparation of a huge number of
new documents & communications (deliverables) before discussing price.
The deal is not going to happen in the absence of these even if (& even if competing) investors with huge
funds are contacting you.
APOHANTM
Funding Transaction Timeframe
SN Milestones Work description Month
s
1 Consulting
contract
NDA, M&A advisory contract. T0
2 Inception
report
Objectives, Options,
Company profile, Target
profile
T1 = T0+
0.5
3 Shortlist of
investors
Prospecting & marketing,
teaser, presentation,
screening
T2 = T0+
1
4 Plant visit Mutual NDA, plant visit T3 = T0+
1.5
5 Study of key
document
Business plan, Financial
model, valuation.
T4 = T0+
2
6 Approvals Internal approvals on both
the sides, statutory approvals
T5 = T0+
2.5
SN Milestones Work description Months
7 Term sheet Preliminary offer, LOI, Term
sheet
T6 = T0+ 3
8 Due diligence Due diligence of seller, buyer T7 = T0+ 3.5
9 Draft
contract
Disclosure schedule, draft
M&A contract
T8 = T0+ 4
10 Final Contract Review, legal vetting,
negotiations & signing of
M&A contract
T9 = T8+ 2 to
5
11 Funds Disbursement of funds,
consideration
T10 = T9+ 0.5
12 Merger
Integration
Corporate process,
accounting/ taxation,
compliances, filing,
reporting, closure, etc.
T11 = T8+ 1
M&A process takes around 6-9months on an average & hence must be planned well
in advance.
APOHANTM
Providing for all transaction Costs
 Major Costs:
 Brokers - Save 100% of it or pay nominal finder fee.
 M&A consultants – Major fees is success based
 Due diligence professionals – Internal staff and buyer can take care of this
 ROC fees – Depends upon face value of additional capital
 Stamp duty – Varies from state to state
 Nominal costs:
 Company secretary – Corporate process charges
 Chartered accountants, Accounting – Consolidation of statements
 Chartered accountants, Taxation – Consolidation of statements
 Business lawyers – Court, NCLT, Approval, contracts
 Valuation expert – Value for tax & compliance purposes
 Technical expert – May not be needed.
 Miscellaneous Costs:
 Approvals, Taxes, Contingency
Taxes, ROC fees, stamp duty, M&A Consultant’s success fees are major costs!
Transparency in information sharing & clarity of documentation decide these costs!!
APOHANTM
Managing Confidentiality
1. Types
1. Consultant to Consultant
2. Consultant to principal
3. Principal to Principal - Mutual
2. Impacts
1. Information & competition
2. Information & valuation
3. Employees & M&A
4. Non-circumvention
5. Pseudo-Broker risk
6. Documents
1. NDA
2. Mutual NDA
3. NCND
3/21/2021
APOHAN CORPORATE CONSULTANTS PRIVATE LIMITED
22
Make sure that critical business information doesn’t land in the hands of competitors as many
unprofessional “professionals” not from M&A industry want to make something for themselves from
the deal.
Sign an NDA before sharing critical information.
Genuine brokers increase speed of transaction, ingenuine stop it!
APOHANTM
Business Decision Makers Involved
Persons/Entities
1) Promoters, shareholders
2) Chairman, Managing Director, CEO
3) Executive/non-executive directors
4) Independent directors
5) Resolution professionals
6) Heads of departments, CXOs
7) Lenders & investors
8) Trustees, nominees & guarantors
9) Key contractual clients / suppliers
10) Key decision makers & equivalent people
11) Mentors & influencers
For M&A/strategic transaction, people of business
vision, loyalty, expertise, authority, experience are
required to be part of decision making & execution
process.
Compliance professionals may be finance
professional, but CXOs/promoters are better
decision makers in these matters.
Unnecessary influences affecting consulting &
M&A deals in India as businessmen treat
themselves as having poor knowledge of
transaction decision making. There is no better
decision maker than an owner!
APOHANTM
Counselling before M&A Consulting
Subject What it means? Why it is required?
M&A counselling Advise on objectives, key decisions, process,
preparedness
On job learning in M&A may cost heavily to
business.
Strategic Finance
Counselling
To explore several options of financing a
business
To avoid NPA, dissolution & loss of
reputation due to default
Corporate Management
Counselling
To evolve a path for control, ownership &
governance matters
To avoid complicated stakeholder disputes
& absence of harmony.
Business Strategy
Consulting
To plan business growth, to realize a
businessperson’s dream
To organize company, to tread a calculated
path
Investor Counselling We counsel investors & HNIs for investment in
private limited business.
To get better returns & control in
management
Without systematic counselling, a business would not get proper orientation of this
world. It would take around 3-4 months to take M&A transaction decision which may
be found incorrect (in-terms of original scope of work) later.
APOHANTM
Investors & Consultants
Risk appetite, Investor considerations, Types of investors,
Types of consultants, Importance of pre-transaction
counselling
21-Mar-21 APOHAN CORPORATE CONSULTANTS 25
APOHANTM
Investor World: Risks & Attitudes
Investor attitudes
 Defensive
 Conservative
 Moderate
 Balanced
 Growth
 High growth
 Aggressive
The lower returns from safe investment avenues cause huge shifts in investment preferences of the investors.
For medium & mid-size businesses, it is more about risk perception than fundamental business risk which can be
lessened by proper
Risk types
 Opportunity risk – Cash
 Inflation rate risk – Liquid fund
 Interest rate risk – ST/LT Debt
 Default risk – Unsecured debt
 Exchange rate risk – FDI/FII
 Country risk – FII/FDI
 Regulatory risk – All
 Political risk – All
 Force Majeure - All
 Market risk – Equity
 Consulting risk – SME equity
 Perception risk – SME equity
APOHANTM
List of Aspects
RISK OF BUSINESS
MANAGEMENT QUALITY ASPECT
LIQUIDITY ASPECT
TERM ASPECT
CONTROL ASPECT
ENTRY PROCESS
SECTOR & LOCATION ASPECT
TICKET SIZE ASPECT
POTENTIAL/VALUATION & OFFER ASPECTS
CONTRACTUAL ASPECTS
An Equity Investor: Aspects In Financing A Private Business
A business is supposed to rush after any investor. Just the way businesses are so different from each
other, so are the investors & investments.
Businessmen/CXOs run after clients (for marketing/BD/sales) all their life, not investors. They know how
to sell products/service/works, not how to sell a business (even if they are owners, shareholders, etc)!
The fundamental principle governing
investment is risk-return combination
of the opportunity vis-à-vis other
avenues.
Equity investment is made based
merit, not on inflexible rules. Investors
can’t be too vague telling only ROE or
too specific detailing all needs. For
them it is an gradual discovery of an
opportunity.
APOHANTM
Types Of
Financial
Investors
• Friends, relatives & family:
• Sweat equity (executive directors and key professionals):
• ESOPs (employees):
• Seed investors:
• Angle investors:
• Simple agreement for future equity (SAFE) investors:
• The unknown, unmet general citizen investor (Crowdfunding):
• Venture capital fund (VC Investors):
• Private equity fund (PE investors):
• Family offices (The rich family investors):
• High net worth individual (HNI) Investors:
• Non-resident Indian (NRI) Investors:
• Asset Management Companies (Mutual Funds):
• The various taxpayers as Investors:
• Investment trusts as Investors (REITs & InvITs):
• Investment bankers as the Investors:
• Qualified institutional buyers (QIBs) as Investors:
• NBFC core investment company (CIC) Investor:
• Hedge Fund Investors:
• Sovereign wealth fund (SWF):
• Pension Funds
• Fund of Funds:
• Alternative investment funds (AIF):
• Foreign direct investor (FDI):
Types of Investors
Strategic investors are businesses looking
to invest into other related or diversified
businesses. They objective could be a
permanent engagement & they
understand any degree of technically
complex target business. They see value in
synergies than in bargain.
Financial investors are not businesses, but
funds or entities of various types. Their
term-aspect is 3-5-10-20 yrs, have a fixed
expectation of ROE, have a contour of
preferences, high risk appetite, lower
technical knowledge, lower willingness to
manage operations. They do hard bargain
(when business doesn’t know how to)
APOHANTM
1. Significant say in general meetings for the same amount
2. Involves position on BOD for an investors
3. Direct control of SME management
4. Negotiable investment contract with the existing promoters
5. Synergies of technical competencies of promoters & financial competencies of investors
6. Visibility of SME operational, marketing & financial affairs, events & trends
7. Lower compliance costs & procedures
8. Lower corporate/manufacturing overhead costs
9. Effective management, transformational change is easy
10. Efficient financial performance
11. Lower valuation than equivalent listed company based on multiples
12. Higher scope of growth & expansion on a lower base
Why to Invest in an SME than a Blue-chip Company?
3/21/2021 APOHAN CORPORATE CONSULTANTS 29
The intrinsic fundamental business risk is same for a listed company & an SME.
Why is then a listed company preferred over an SME by investors? –> Perception Risk !!!
APOHANTM
Transactions
Goods Services
Business Services
Business Consulting
Management
Consulting
Strategic Consulting
Growth / Turnaround Financial Excellence Corporate Development
Compliance Consulting Regular Management
Operational Excellence?
Technical
consulting
Non-consulting
services
Public services
Works
Consulting World
BROKERS
The perspective of certified,
chartered, authorized, registered, etc
consultants is from with their
statutory framework which they must
comply.
The strategic consultant are optional.
They are involved with top
management of the business in the
four types of services at the bottom.
In our subjective opinion, compliance
is a secondary aspect of the strategic
vision of a company.
APOHANTM
Market Segments in M&A Consulting
 Large strategic consulting MNCs, Big 4 Consulting companies
Target: Large “operator” companies, blue chip companies, large cap companies, government
 Investment banks & merchant banks (Boutique firms)
Target: Investors, large cap companies, large ticket size, high complexity, etc
 Integrated M&A professional advisory companies
Target: Compliances of transactions
 Large firms (firm or individuals certified) with very high specialization in a domain
Target: Sub-consulting from above on legal, tax, etc matters, compliances
 Companies (non-compliance, not registered with SEBI/RBI/IBBI etc)
Target: “Parts” of technical, marketing, strategic, transaction advisory
 Local compliance firms
Target: “Success fees” in small deals, finder fees in large deals
India has a very large number of a very high quality M&A professionals to meets all the needs.
But there are no players who remain longer for SME/Mid size deals due to relative attractiveness
in terms of efforts & (success &) margins.
There is total absence of end-to-end custom services at the bottom of the pyramid.
APOHANTM
M&A Consulting: Business Side Checks
 Broker are logically hired by M&A advisors, not businesses. First carry out this check with
approaching parties.
 Sign NDA before sharing documents
 Get elaborate scope of work & exclusions in a written proposal from the consultants
 Add the cost of work excluded in comparison
 See the terms & conditions of consulting proposal.
 See the solution (initial deal structure) proposed
 Appoint a committee of dedicated senior people to look into engagement.
 Multiply = Probability of getting expected deal * ability of consultants.
 Compute total cost of transaction to the existing shareholders/owners.
The implications of transactions are much higher than the transaction cost, hence
financial quote should take second seat.
APOHANTM
1. Market, growth, marketing infrastructure, client network and marketing vision – Go/NoGo
2. Technical, technological and operational merit, visibility of profits, USPs – 80% weight
3. Clarity of equity funding objectives, management maturity, reasonability
4. Past financial performance ( potential for stressed funding) – Justifiable claims
5. Financial integrity, passion of the promoters/directors – Extremely Crucial
6. Financial viability of business & identification/communication of all risks & mistakes
7. Existence of all internal documentation to support the claims, merits, appeals
8. Readiness of quality transaction documentation by M&A professionals
9. Readiness to (& knowledge about) undergo the rigorous M&A process
10. Practical expectation of the M&A time-frame (3 to 9 months)
11. Provision for the total M&A transaction costs
12. Focus on value addition (growth & turnaround) in future over fight for present valuation
13. Rationality and reasonability of the valuation/contract terms to the investor
14. Proper representation, communication, follow-up & stakeholder management
15. Experienced, capable & widely networked M&A consultants
3/21/2021 APOHAN CORPORATE CONSULTANTS 33
Equity Funding Success Factors
The last aspect (network) is worked on first in SMEs & mid-size companies making it a drain
on corporate resources, time, money, consultants, etc.
Consultants are supposed to represent the businessman’s / CXO’s confidence of being an
attractive investment opportunity is expected to be represented to the investors.
APOHANTM
About Apohan
Service Portfolio, Digital Platform, Consulting approach, USPs, Typical scope,
Exclusions, Payment terms, Experience & credentials, Sectors of service &
Director Profile/Management, General & legal information
21-Mar-21 APOHAN CORPORATE CONSULTANTS 34
APOHANTM
Apohan Service Portfolio
21-Mar-21 APOHAN CORPORATE CONSULTANTS 35
• Equity funding, M&A, Slump sale, Share transactions, Sell-side /Buy-side
advisory, Growth funding, Business turnaround, Financial restructuring, FDI,
ODI
Transaction Advisory
• Business model, Project model, Bid model, Capital structure, Dividend policy,
Financial policies, Debt contracts, Strategic financial contracts, financial
performance improvement, Strategic finance training for directors
Financial Advisory
• Group structure, Formative & constitutional matters, Ownership & control
related matters, Performance appraisal of directors, Corporate transactions,
Corporate policies, Business alliance, Succession planning,
Corporate
Management Advisory
• General business strategy, Business restructuring, New project strategy, Bid
advisory for PPP/EPC/PMC/AMC or Supply tenders, Risk advisory, Strategic
contracts, JVs, India entry strategy, Franchisees, Leases, etc
Business Strategy
Advisory
Counselling services:
1. For businesses on strategy/options to avail equity finance &
2. For investors on how to make safe, documented & remunerative investment in a Pvt. Ltd. company.
APOHANTM
Services: Strategic Transactions
3/21/2021 APOHAN CORPORATE CONSULTANTS 36
Business Transactions
Strategic transactions Capex Transactions
Operational
Transactions
1. Sale/purchase of strategic assets (or slump sale)
2. Sale of shares or securities
3. Transactions with existing stakeholders (buyback,
Rights issue, Bonus issue, capital withdrawal)
4. Private placement, Preferential allotments
5. Issue of instrument, bonds, debentures
6. External Commercial Borrowing (ECB)
7. IPO, SME exchange
8. FDI
9. ADR, GDR
10. Liquidation, recovery
11. Mergers and acquisitions, demergers
12. Business restructuring, financial restructuring
13. Joint ventures
14. Succession planning
15. Management outsourcing
16. Financial & operating leasing
17. License, royalty, , franchise, sub-contracting
18. Project bidding, PPP, EPC, PMC, AMC, etc.
APOHANTM
Allied Services: Business Strategy:
Choose a Potent Business Path
◦ Formulation of business philosophy, vision, missions, etc
◦ Formulation of the short-term, mid-term & long-term objectives of the company
◦ Formulation of central strategic management department, its constitution & mandate
◦ Preparation of strategic business plan with surveys, DPR, costing
◦ Certifications, registrations, memberships, associations
◦ Business alliances & JVs
◦ Preparation of contract structure between stakeholders
◦ Preparation of flexible, custom financial model with sensitivities & scenarios
◦ Preparation of top level strategy for each department boundaries of roles of departments
◦ KRAs and performance incentive sharing mechanism between departments
◦ Preparation of corporate policies
◦ Preparation of organization chart, departmental SOPs
All of this needn’t be done at cost of operations, but someone somewhere must be
spending time on these matters to avoid long-run repentance!
APOHANTM
 Financial strategy
 Working capital
 Financial plan
 Capital structure
 Financing strategy
 Financial performance
improvement
 Financial risk analysis
 Investment strategy
 Working capital
 Organization chart
 Directorial remuneration
 Mergers & acquisitions
 External commercial borrowings
 Financial restructuring
 Financial turnaround
 Project finance
 Export finance
 Lease strategy
 Licensee contract
 Royalty contract
 Local joint venture
 Joint ventures with FDI
 Dividend policy
APOHAN CORPORATE CONSULTANTS PVT LTD WWW.APOHANCONSULTANTS.COM
 Product pricing strategy
 Product basket rationalization
 F&V cost management
 Allocation of overheads
 Investor relations
 Financial contracts
 Insurance strategy
 Training
 Financial policies
 Financial data, SW, HW
Allied Services: Financial Strategy:
Manage Resources Properly
APOHANTM
Allied Services: Corporate Management:
Provide Robust Corporate Structure
◦ Constitutional
◦ Group structure, timely change of legal form
◦ Objectives, MOA, AOA
◦ Promoters, shareholders, investors, lenders
◦ Shareholding agreements
◦ Entry, exit, dilution philosophy
◦ Proper allocation of rights, assignments
◦ Organization structure
◦ Watch on control & ownership
◦ Board of directors
◦ Performance oriented selection
◦ Rights, duties, incentives, penalties
◦ Mechanism for performance evaluation
◦ Training for performance management
Existence & quality of proper legal form, associations, internal stakeholder contracts
leads to harmony & effectiveness of the leadership.
◦ Corporate governance
◦ Regular consultation with experienced CS
◦ Professional conduct of directors
◦ Induction of independent directors
◦ MOC, SEBI, compliances
◦ Investor relations & communications
◦ Corporate policies
◦ Disclosures, filings, reporting, mechanisms
◦ Assessment of M&A need
◦ Watch on capital structure
◦ CSR
◦ Registrations, Memberships
◦ Company/product/process certifications
◦ Compliance of industry standards
◦ Memberships of industry associations
APOHANTM
Our approach in SME/ Mid-size Transaction Advisory
1) Spread the awareness among promoters on equity funding in all
business forums
2) Approach the business or receive inward communication
3) Understand the problem or aspiration of business in layman’s
language
4) Remove all the misconceptions of the business at business
development stage
5) Preparation of a rough investment requirement schedule
6) Educate the business of the consulting process
7) Educate the business on M&A transaction structure & process
8) Remove doubts & satisfy queries through counselling sessions
9) Inform the current gaps in the success of the transaction
10) Represent their interests in the investor world in their language
Our approach (T1, B1, T2, B2) is specifically tailor made for highly efficient & cost-effective
screening of quality businesses that lack only money (or something that is only due to lack
of money).
T1 B1 T2 B2 Approach
T1 - Technical interaction 1:
Discussion on overall investibility of the
business w/o regard to consulting interests
B1 – Business Development 1:
Discussion on Apohan consulting process
T2 – Technical interaction 2:
Discussion of screened business on the
reasonability of terms of transaction
B2 – Business development 2:
Consulting proposal & contract
APOHANTM
Apohan: Services USPs & Differentiators
Engagement with Apohan means a businessperson has got
Additional legs, hands, hearts, minds, brains & souls!
SN Feature Typical Industry Practice Our Practice
1 Custom Solutions Buy what we have to offer We offer what the business exactly needs rather
than what we have
2 Implementation Report is the end Recommendations that are implemented
3 Flexible scope of work Fixed, rigid scope of work Dynamic, objective oriented scope
4 End-to-end solution Multiple conflicting agencies All agencies are taken care of centrally
5 Handholding No relationship after last milestone Handholding for understanding new system
6 Long-term
engagement
Assignment specific engagement Multiple engagements to realize all potential
7 Counselling No personal touch Special care of individual needs, company culture
8 Risk sharing No relation with results Risk sharing by substantial revenues linked to
results
APOHANTM
Typical Scope of Work For Apohan
1. Understanding the objectives of business
2. Identification of areas of interests
3. Screening of target investors
4. Selection of the target investor
5. Structuring of association with target
6. Financial models and contracts
7. Negotiations & Conclusions of deals
8. Assistance in due-diligence & documentation
9. Handholding
21-Mar-21 APOHAN CORPORATE CONSULTANTS 42
Apohan shall carry out end-to-end customized work right from strategy formulation to target
identification to acquisition (or any other strategic transaction) to post-transaction assistance.
Transaction Deliverables
1. Inception report
2. Profile sheet of desired target
3. Advertising communication
4. Technology event reports
5. Report on shortlisted targets
6. Deal structure & due diligence
7. Business valuation (Model)
8. Investment contract
9. Merger integration report
APOHANTM
Excluded Services
◦ Company secretarial work: Incorporations, filing, reporting, statutory payments, etc.
◦ Chartered accounting work: Accounting, taxation, reporting, filings, compliances, etc.
◦ Legal work: Filing cases, representation to NCLT/courts, etc.
◦ Cost accounting: Compliance
◦ Marketing advisory: Surveys, strategy, market growth, profit sharing, etc
◦ Technical work: Feasibility, technical DPR, technical appraisal
◦ Approvals: Getting approvals, permits, licenses, etc from government bodies
◦ Certifications: Private or public certifications such as IEC, GSTN, ISO, CMM
◦ Non-strategic HR, administration, IT, etc advisory
◦ Business services not related to M&A, strategic financing, business strategy, corporate
We don’t (directly or indirectly) provide statutory, certified, regulated,
chartered, compliance, etc services in the transaction process or otherwise.
APOHANTM
About Payments & Consulting Contract
Price Proposals – short-term engagement
• Mobilization fees: These will a fixed fees. They
shall be without an advance payment BG.
• Milestone based fees: These fees shall be based
on delivery key milestones in the course of the
assignment in place of fixed monthly payments.
• Success fees: M&A advisory in basically loss-
making looking at the heavy cost structure. Upon
closure of the deal contract, a major fraction of
the total fees is paid in the form success fees.
• Time incentive: The client pays an agreed sum for
closing the deal before the agreed latest time.
• Value incentive: The client pays for more than
expected realization of value for having found a
partner who sees more synergies, etc.
Key Contractual Terms
• Exclusivity: The mandates becomes exclusive after
the client signs NDA with an investor of his/her
choice.
• No guarantee of success: Despite several merits
of the business or the promoters, despite M&A
advisory abilities of Apohan, a deal may not go
through in negotiations. Both the buy side & sell
side expectations of value & terms are beyond
control of an M&A consultant.
• No statutory role: Apohan does not carry out
statutory roles of CS, CA, lawyers, valuers, etc
• Documentation & decision support
Apohan is not a mere consulting company but also it believes in its recommendations & action plans.
Hence success fees & profit sharing would be the key elements in the long-term engagements.
APOHANTM
Apohan Experience / Assignments
SN Current assignments Rev. Cr Amt
1 Strategic sale/dilution of a Pune
based solar & industrial inverter
company
20 12
2 Financial turnaround of a state
if the art food processing
company
440 70
3 Financial turnaround of metal
forging company.
70 16
4 Advisory for corporate
management for a leading
cutting tool company
8 NA
SN Apohan upcoming assignments
2 Equity funding of a 1200 cr Goa based world-class
tourism project on PPP
4 Sell-side advisory to a specialty scientific mobile app
platform start-up for 70 cr funding
5 Equity funding for a natural gas compression system start-
up
6 Buy side advisory for Pune’s largest metal company to
acquire a casting company.
7 Buy side advisory for Mumbai based investor to acquire a
biodiesel company.
Apohan has interacted with 900 SMEs in India for their funding & strategic aspirations & problems.
Currently we have funnel of 139 companies despite COVID pandemic’s severe effect on our own start-up.
APOHANTM
Web portal, Mobile App, Software enabled with AI
End-to-end responsibility of funding/transaction delivery
Integration of a large number of businesses, investors & professionals
Investibility assessment in detail to screen quality of inquiries, risks
Automatic generation of deal structure inputs
Cloud for client document uploading & classification
SW interface to use standard base template documents
Web meetings of stakeholders
Confidentiality, security & access management
Online M&A event, M&A professionals, organizations, resources databases
Social media linking to spread contents
Knowledge resources, videos for education & removal of misconceptions
Technology training to staff for to use bespoke SW, plaform, company IT infrastructure
Training modules for internal & external low-cost resources for M&A delivery
Apohan Fintech Platform (Under Launch)
Existing fintech platforms are only for connecting without any delivery responsible.
Apohan aspires to be the Uber of SMEs/Mid-size companies for around 3000 strategic time-based & success based
types of services but with an essential own fleet.
Strategic requirements can’t be standardized to the extent transport or any business service can be!
APOHANTM
Sectors: Whom We Serve
Infrastructure
Construction
Real estate
Roads & highways
Ports
Airports
Inland waterways
Water
Waste
Mining
Energy
Power
Telecom
Environment
Social Infrastructure
Education
Hospitality
Tourism
Health
Commodities
Steel
 Metals & alloys
Chemicals
Cement
Coal
Petroleum
Natural gas
Engineering
Civil
Mechanical
Electrical
Electronics
Instruments
Chemicals
Manufacturing
Automotive
Ship building
Air craft
Media & Entertainment
Publication
Film
Music
Event Management
Art industry
Information Technology
HW & networking
Software design
Web & app design
ERP
Call centres
BPO
Digital media
Social Media
Internet
Trade
Home Trade
Import
Export
Entrepot
Business Services
Communication
Banking
Insurance
Transport
Logistics
Distribution channel
R&D
Equity research
Surveys
Data analysis
Agricultural
Agriculture
Fishing
Dairy
Poultry
Horticulture
Wood
Tobacco
Paper
Other
Pharmaceuticals
Defence
Municipal services
Diversified
EPC
PPP
Other
Our services are not intended for a specific sector or industry, a specific product or service!
New Age Technologies
Blockchain
Artificial intelligence
Robotics
Automation
Drones
Big Data
Cloud
3D Printing
Immersive reality
Holography
Nanotechnology
Advanced materials
Electric vehicles
Hydrogen cells
Internet of Things
Renewables
Waste to power
Biomass to power
Genetics
FinTech EduTech
Collaborative Tech
Quantum computing
Smart cities
New age screens
LBS
Connectivity
APOHANTM
Business Structures: Whom We Serve
Legal types
• Proprietorships
• Partnerships
• Private limited companies
• Public limited companies
• Listed companies
• Societies
• Cooperative societies
• Trusts
• NGOs
• Government
• Multilateral agencies
Buy Side Advisory
• Angel investors
• PE funds
• VC funds
• Lenders
• Banks
• NBFCs
• FDI
• FII
• HNIs
• Indian international businesses
• Foreign MNCs
• Home traders
• International traders
Place in value chain
• Project companies
• Manufacturers
• Traders
• Wholesalers
• Franchisees
• Retailers
• Any other business model
Our services are not intended for a specific type of legal entity or business structure.
The revenue (potential) should be more than 25 Cr per annum
APOHANTM
Screening & Filtering Criteria – Prospective Clients
Desired Average Business Size
1. Revenue*: Rs.50 cr.
2. Equity investment requirement:
Rs. 25 cr.
Bottom threshold size
1. Revenue of Rs.25 cr.
2. Equity investment requirement:
Rs. 10 cr.
The M&A process is rigorous, hectic & lengthy. It involves role of many types consultants.
It is very documentation heavy. Small organizations, typically, as per observations, don’t
have appetite for these transactions.
*Acceptable Parameters
1. Current revenue
2. Recent Peak revenue
3. Target revenue in next 2-3 years
4. Capital block
5. Net worth
We don’t do end-to-end debt finance advisory; we provide strategic advisory on debt contracts & all the
strategic financial management related consultancy.
APOHANTM
 Profile: 22 years of work experience in the M&A, financial,
corporate, strategic role with the most prestigious companies of
India.
 Companies: Worked in RIL, GAIL, CRISIL,
PricewaterhouseCoopers (PwC), Isolux Corsan, Delhi Integrated
Multi-Modal Transit (DIMTS), Bluestream Infrastructure
 Sectors: Engineering, chemical & other process, construction,
energy, transport, information technology, social infrastructure
 Domains & functions: Expert in M&A, corporate management,
financial models, business contracts, business strategy,
transaction advisory, business alliance management, contracts,
finance, banking, greenfield projects, CEO training, etc.
 Graduation: BE (Mechanical) from College of Engineering,
Pune (COEP), 1998 Batch
 PG: MBA (International Business) from Indian Institute of
Foreign Trade (IIFT), New Delhi, 2003 Batch
 LinkedIn Profile: https://www.linkedin.com/in/arunjoshiapohan
Arun Joshi
An M&A advisor with
professional experience of
22 years across industries,
sectors, projects,
geographies in the reputed
companies in India.
Profile: MD & Director, Delivery
3/21/2021 APOHAN CORPORATE CONSULTANTS PVT LTD 50
Apohan has a team of MBAs, CAs, company secretaries, engineers, technocrats, business lawyers,
and a huge network of freelancers, experts, sub-consultants and certified professionals to provide
integrated M&A services.
Our largest asset is our network of investors & our approach in taking a proposal to them!
APOHANTM
 Profile: Developed and implemented strategies to drive profitability
and sales. Led teams for businesses and revenues; marketing and
growth strategies. Led a team of up-to 200+ members. International
experience of leading assignments and business in Australia, Africa &
UAE.
 Companies: Worked with Onicra Credit Rating Agency, AVTEG Pvt Ltd,
Hope Technologies Ltd, Supertech Solutions Ltd, Fifth Quadrant
Designs etc.
 Sectors: MSME, information technology, Social Impact & Livelihood,
Banking, Credit Rating, Infrastructure and Facility Management,
Education and Training
 Domains & functions: Sales & marketing, business management,
business strategy, Network advisory, business alliance management,
Cross Cultural engagements, Project Management, Go To Market,
Opportunity Identification, Start up, etc.
 Graduation: BSc (Electronics) and PGD (Industrial Instrumentation
and Information Technology) from Center for Electronics Design and
Technology of India, GOI (CEDTI), 1996 Batch
 PG: MBA (Marketing and Financial Management) 1998 Batch
 LinkedIn Profile: https://www.linkedin.com/in/shaileshkw
Shailesh Waghmare
20 years of experience of impacting
organizations through strategic
decisions across M&A / equity
funding, Financial Services,
Consulting Services, MSME
advisory, IT & ITes, Education
Management, social impact &
livelihood and Marketing &
Management Consulting.
Profile: Director, Strategy & BD
Represented Organisations on various forums as a speaker, member of panel discussion, faculty at
workshops organised by CII, IIA, FICCI, NSIC, ACMA, NSDC, AIMA, UNDP, etc.
APOHANTM
Apohan: General Information
Description Details
Name ApohanTM Corporate Consultants Pvt. Ltd.
Legal form Private limited company (ROC Pune)
Nature of business M&A, Strategic Financing, Corporate Management, Business Strategy advisory
Incorporation year 2018
Corporate office
Office no. 11, 1st floor, Shriram Complex, Model Colony Rd., Shivajinagar, Pune, Maharashtra,
India – 411016 ; Landmark: Fergusson College
Registered Office C-302, Omega Heritage, DSK Vishwa Road, Dhayari, Pune, Maharashtra, India -411041
Website https://www.apohanconsultants.com
Link of HQ location: https://goo.gl/maps/v6r82ax14Uy
Membership Maratha Chamber of Commerce, Pune
Bank details
Apohan Corporate Consultants Private Limited |IDFC First Bank, Kalyani Nagar Branch, Pune|
|Account Number: 10032009434| IFSC Code: IDFB0041358| MICR: 411751009
CIN U74999PN2018PTC180122
PAN/TAB/GSTN AARCA5583G / PNEA29043A / 27AARCA5583G1Z7
Start-up Certificate No.: DIPP46253
Udyog Aadhar MH26D0228386
Ongoing /planned… ISO, SEBI Registration for Investment Advisor
APOHANTM
Contacts
Thank you!
Contact Person Arun Joshi Shailesh Waghmare
E-mail arun.joshi@apohanconsultants.com Shailesh.waghmare@apohanconsultants.com
Phone +91 20 25650005 +91 20 25650005
Mobile +91 9810481325 +91 96500 13256
Website www.apohanconsultants.com
Address Office no. 11, 1st floor, Shriram Complex, Model Colony Rd.,
Shivajinagar, Pune, Maharashtra, India – 411016
APOHAN CORPORATE CONSULTANTS PVT LTD WWW.APOHANCONSULTANTS.COM

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Apohan marketing presentation v61 21 03-2021 aj

  • 1. APOHANTM Apohan Marketing Presentation SMB Equity Funding/Strategic Transactions: Concepts,Strategy,Options, Process& Consulting Perspectiveof CXOs, businesspersons w/o financialbackground Final destination for equity funding needs of Indian SMEs!!! Presented by: Arun Joshi, CMD, Apohan E-mail: arun.joshi@apohanconsultants.com Ph. +91 9810481325 Website www.apohanconsultants.com 3/21/2021 APOHAN CORPORATE CONSULTANTS PVT LTD 11
  • 2. APOHANTM Why M&A (Strategic Transactions)? Destiny of businessman, Misconceptions about equity, Documentation & business risks, Ownership & control, advantages of M&A, Bargaining power, Deal failures, Precautions, Importance of a good contract, Essential elements for deal success 21-Mar-21 APOHAN CORPORATE CONSULTANTS 2
  • 3. APOHANTM Destiny of a Businessperson… To the Mount Everest 1. Directorial salary 2. Corporate benefits 3. Personal benefits 4. Dividend 5. Appreciation in share price/business value 6. Self-satisfaction/pride of personal achievements 7. Recognition for contribution to economy & society 8. Security of future generations from going entity 9. Multi-national diversified conglomerate To the Mariana Trench 1. Loss of substantial value created in business over years 2. Loss of capital brough initially in a business 3. Recovery from distress sale as a going entity 4. Recovery from liquidation (at scrap value?) 5. Recovery from returns earned from business 6. Recovery from other earnings of other owners 7. Recovery from auction of properties/assets 8. Recovery from personal / relatives’ guarantees 9. Civil court cases for recovery & operational matters 10. Criminal case regarding financial crimes As a CXO or businessman, you yourself don’t need to be expert in the technical or compliance aspects of finance. But, as a business leader, you are responsible for journey towards Mount Everest or Mariana Trench!
  • 4. APOHANTM Reasons for Stagnation & Financial Distress… FINANCE RELATED  No financial planning  No financial analysis  Poor cash management  Poor fund flow management  Insufficient capital provisioning  Shortfall in working capital  Delayed recovery of receivables  Reducing profitability  No risk mitigation measures  Price war, stagnation  No computation of overheads  Improper allocation of overheads  No provisions for contingencies  Poor credit rating, CIBIL  Poor bank choice, relations OPERATIONS RELATED  Absence of project plan  Delays in project completion  No necessary certifications  Absence of marketing infrastructure  Poor contracts with clients  Loss of key customers  Ineligibility for tenders  Absence of efficient procurement  Low capacity utilization  No product basket rationalization  Frequent shutdowns  Rejection due to poor quality  Absence of innovation  Unexpected regulatory development  Poor documentation, communication MANAGEMENT RELATED  Office politics  Friction in the management  Loss of business partner  High attrition of employees  Loss of key employees  Frauds & corruption  Absence of policies  Poor reporting structure  No professional training  Poor working culture  No use of modern technology  No business data to analyse  Absence of compliances  No participation in industry activities Success needs all success factors together! Failure needs aggravation of just one failure factor!!! You need consultants for avoiding financial failure. Operational & management failure is your own. Also, external failure factors typically affect all businesses to the same extent.
  • 5. APOHANTM Benefits of M&A/Strategic Transactions ◦ Increased scale of operation ◦ Economies of scale ◦ Brand goodwill ◦ Market share/leadership ◦ Access to new markets ◦ Enhanced market share ◦ New geographic presence ◦ Synergies of operations ◦ Tax, subsidy, incentive benefits ◦ Reduction in competition ◦ Reduction in pressure on prices A well undertaken M&A can transform a company into a corporate giant in future. There are virtually unlimited benefits. ◦ Growth w/o new cash ◦ Settlement of liabilities, debts ◦ Financial turnaround of distressed assets ◦ Less overheads ◦ Ready made listed public form ◦ Infusion of money for growth ◦ New close stakeholders ◦ Removal of capability deficits ◦ Bulk buying advantage ◦ Enhanced creditworthiness ◦ Enhanced credentials for tenders ◦ Investment in upgradation, technology, R&D
  • 6. APOHANTM Timing of Transaction: 3 Bargaining Power Cases of a Business Financial Distress  Supplier payment defaults  Working capital defaults  Bank NPA  Lok Adalat  Company Law Board  Strategic debt restructuring  SARFAESI, DRT, DRAT  Asset reconstruction  CIRP under IBC process /NCLT  High Court/ Supreme Court  Viable loss making business  Unviable business  Business under liquidation The ability of company to bargain valuation & dictate terms is least when business is foreseeing liquidation & the highest when the business is growing at fast pace with very high margins & low risks. Introvert Businesses  Not able to take decisions  Don’t know right time to grow  Waiting to fail but don’t know that  Loosing good opportunity  No timely succession planning  No horizontal or vertical integration  Surviving on luck  Surviving on relationships Growth Financing Requirement  WC for 100% capacity utilization  Capacity expansion  Product portfolio expansion  Geographical expansion  Vertical – forward & backward expansion  Horizontal or lateral expansion  Inorganic growth  New greenfield or brownfield project  New product development, technology, R&D  New business structure, contract structure  Diversification  International expansion
  • 7. APOHANTM Why to Choose Equity over Debt? SN Aspect Debt Funding Equity Funding 15 Risk of default High No 16 Punishment upon default Very high None 17 Term of investment Short Long 18 Due diligence Very Less Hectic 19 Documentation Less Hectic 20 Eligibility Institutional Discretionary 21 Funding decision basis Eligibility Merit based 22 Funding amount Limited Very high 23 Dilution of control No Yes 24 Interference in Management No Yes? 25 Expectation of return Less Very high 26 Synergy benefits None Very high 27 Availability of variants Less High SN Aspect Debt Funding Equity Funding 1 Guaranteed return Yes No 2 Fixed return Yes No 3 Periodic return Yes No 4 Time for disbursement Less High 5 Security requirement Yes No 6 Gurantee requirement Yes No 7 Compliance requirement Less Very high 8 Rejection criteria Rules Analysis 9 Corruption More Very less 10 Cost of raising funds Less High 11 Flexibility available Less Very high 12 Flexibility required Less Very high 13 Repayment requirement Yes No? 14 Interest payment Yes No Absence of custom, end-to-end consulting & financial intermediary infrastructure has ruined the high potential SMEs!!!
  • 8. APOHANTM Why deals don’t happen much in SMBs? Reason 1: Internal Expertise Gaps  A big/large BOD  To take decisions  M&A department  To deal with transactions full time  Strategy department  To coordinate aspects of all departments/functions, to integrate merger  Finance department  For purpose of strategic valuation, overseeing transaction compliances  Corporate department  To manage internal corporate process, approvals  Legal (contracts) department  To draft, negotiate, vet the contracts Businesses, even if sufficiently large, don’t know have these elaborate departments. Businesses don’t know much what scope of work to give & how to review the deliverables. Business also don’t realize something called consulting risk to its transaction as they have no stakes after success fees (mostly).
  • 9. APOHANTM  Lack of awareness of the advantages of equity  Absence of an organized equity market  Risk fear of hurdle in business growth appetite  SMEs taken as insignificant & risky segment for prestigious M&A advisory companies  Lack of investor community access  Too much negative advertising of business alliance failures  Confusion in choice of growth & management control  Requirement of disclosure of critical business information  Selling business – stigma notion  Hectic documentation & information collection  Integrity of accounts  Poor confidence or hope for getting equity  Unsuitable legal form of business   No independent directors & stakeholders  Insufficient deal preparation  Reliance on audit & tax professionals for M&A work  Lack of time with SME management  Complex chain of brokers & no direct engagement with M&A consultants  No single window M&A solution companies for SMEs in the market  M&A communication is difficult & complex  Notion of inferior side  Higher transaction cost  Resistance for issuing consulting mandate  No appreciation of time-frame  Unreasonable expectation of valuation  Unclear equity contract conditions  The misconceptions are due technical background, lack of exposure & incorrect interpretations of observations in the market. Start-ups get investment because they come with clean slate. Why deals don’t happen much in SMBs? Reason 2: Misconceptions about equity funding
  • 10. APOHANTM  Smaller holding in a large, growing entity should be preferred over large holding of a small, stagnant entity  Difference of opinion on current valuation is insignificant compared to future gain in total valuation  Business growth is a dream of every businessperson  Internal accruals are often not sufficient to fuel growth dreams  Organic growth is slow, painful & uncertain  Benefits of synergy are absent in organic growth  Attachment of control even if competent partner is available is more for psychological satisfaction  A wise management would choose growth over control  The very purpose corporate structure is growth through capital participation  Dilution of control may provide financial expertise for a technocrat  Relationship with a rich entity may come handy in crisis  Investment contracts can be designed to address many control expectations & concerns  Complexity doesn’t make a professional reason to avoid M&A route  Delegation can be done at market cost level & not control improves life quality Dilemma between growth & control preferences of the promoters leads to delays in decision making, too hard bargain of valuation & unreasonable, unusual conditions of contracts resulting in failure. Why deals don’t happen much in SMBs? Reason 3: Dilemma between ownership & control
  • 11. APOHANTM  These brokers shouldn’t be taken as M&A consultants!!!  They don’t know M&A process details and may reveal your M&A intent to wrong entities. A company rumoured to be sold risks business relations  They don’t know many investors & even if they know, no professional investor invests crores of rupees on their personal recommendation.  They make difficult getting an investor as the investor requires direct mandate from the business/seller to the M&A consultants.  Investor gets put-off by higher brokerage charges as they are ultimately paid by the company.  Brokers increase cost of acquisition of finance without much contribution in deal making, documentation, trust building,  They delay M&A closure as it takes them a lot of time to make an agreement, decide payment sharing, etc as they don’t do this full time.  They accept any terms & conditions & that is why they are wrongly perceived as very lucrative M&A. A decent business deal broker should charge a nominal fixed referral fee. In no case, it should get a sole, direct, exclusive consulting mandate. The success of M&A deal requires all necessary knowledge of strategy & finance, not a bit more knowledge than the technocrat promoters. The number of people claiming M&A capability, without having it, is many times more. This is the most prominent reason for most deal failures in India. Why deals don’t happen much in SMBs? Reason 4: Non-M&A Brokers spoil the deal
  • 12. APOHANTM An investor IS there if… ◦ the management has a record of financial integrity; ◦ the company has sound competence in its technology, products, services, markets & competition & the trends in them ◦ There is a priced demand for the products that can create sustainable profits ◦ There is in place or can be put in place marketing capability & marketing infrastructure ◦ There is possibility of returns on investment in proportion of risks ◦ The offer to be made to the investor is reasonable, rational. ◦ There is readiness to undergo the rigorous M&A process documentation. No investor invests crores of rupees (millions of USD) because they merely KNOW the M&A advisors like us. An investment is always based on the intrinsic business merit alone! Investor network is a secondary aspect of a deal, core focus should be value proposition. No decent company in M&A consulting has any problem of investor network. Business & Investor ◦ Doing business is very complex & difficult & doing financial investment is relatively very easy. ◦ The number of eligible businesses is very low & the number of eligible investor is very high. ◦ Typically, the investment requirement of a business is relatively low. ◦ The ticket size of investment of many investors is very high. ◦ There is a lot of money chasing a very few good opportunities. ◦ Investible money is not a rare commodity in the world. ◦ The alternative investment opportunities very less lucrative & potent. ◦ Businessmen think investors are rare because all the life they were looking only for clients, not investors. Why deals don’t happen much in SMBs? Reason 5: Focus on investor network than business merit
  • 13. APOHANTM The Beginning:  Excessive trust & confidence  Partnerships not designed for any possible failure  Very good spirits in the beginning  High degree of cooperation needed to succeed  Not much wealth in the business  Hardly anything to fight for or fight about  Hardly any complex aspects known  Business is simple in size, form and nature.  No pre-written explicit written documentation felt needed Treatment of all the aspects through a relationship contract in the beginning is the solution! Your problem, in most likelihood, wouldn’t be in the never before category in the corporate history! The Interval:  Wealth, reputation, assets, profits, rights, people  Duties, obligations, liabilities, risks,  Stress, egos, complex communications, events,  Issues handled randomly, casually, haphazardly  Partners are hesitant to open negotiations  Tendency to retain benefits & pass on the liabilities  No management of future complexities The End:  Influence of new entrants  Difference of opinion is taken as opposition  Disagreement on sharing scope & benefits  Disagreement of role, control & business decisions  Violation of implicit clauses by one party  Formal end of relation, loss of synergies  Confusion among stakeholders  Competing entity in market  Litigations, arbitrations Why deals don’t happen much in SMBs? Reason 6: Poor Contracts-Unreasonable expectations & offers
  • 14. APOHANTM 1. Brokers appointed by SMEs as M&A consultants 2. No knowledge of equity funding market & process 3. Misconceptions about equity 4. No financial model, no investment schedule 5. No deal structure 6. No financial contract 7. No clear offer 8. No 360 degree expertise – MBA strategy, MBA finance, MBA marketing, Sector expert, Accounting expert, Taxation Expert, Secretarial expert, Business lawyer, Valuation expert 9. No access to Big 4 M&A consultants 10. No communication infrastructure 11. No network of investors 12. No internal documents 13. No transaction documents 3/21/2021 APOHAN CORPORATE CONSULTANTS 14 Summary of all important reasons for “Deal Failure” Apart from intrinsic merit, the M&A industry procedures must be followed. The preparedness is necessary because money is a commodity everyone wants. Investors don’t have time & capacity to know who is who, to process each offer. This results in rejection of many deserving investment offers.
  • 15. APOHANTM M&A (Strategic Transactions) Process Phases of transaction, transaction cost, time-frame, risk assessment, transaction documents, Confidentiality, management involvement 21-Mar-21 APOHAN CORPORATE CONSULTANTS 15
  • 16. APOHANTM Consultant Appointment Phase • Awareness & education on equity • NDA (Business - Apohan) • Client information form • Counselling • T1 B1 T2 B2 process • Consulting proposal • Consulting contract Inception Phase • Problem/Aspiration detailing • Profile of seller • Timeline & budget for process • Study of business & internal documents • Study of strategic options • Selection of deal structure • Inception report/CIM • Future business plan • Financial model & valuation Investor Identification Phase • Desired profile of investor • Investor selection criteria • Shortlist of investors • Preparation of teaser • Invitation of interest from prospective investors • NDA (business & investor) • Mobilization for data room • Investor’s due- diligence • Plant visit Detailing Phase • Term-sheet • Financial negotiations • Commercial negotiations • Appointment of compliance professionals: CS, CA, lawyer, statutory valuer • Selection of non- strategic experts: Engineering, market • Seller’s detailed due-diligence • Modifications to term-sheet Closure Phase • Draft investment contract • Price & contractual negotiations • Corporate process • Creation of escrow account • Execution of investment contract • Fund transfer • Payment of success fees to consultants Integration phase • Handholding by consultants • Secretarial compliances • Accounting compliances • Taxation compliances • FEMA compliances • Business specific compliances • Integration of businesses • Achievement of objectives of the transaction 6-Phase Equity Funding Transaction Process The equity funding process is lengthy but worth the reward!!! It also a risky process and that is why it fails at the hands of the inexperienced consultants & brokers for 99 times out of 100 in SMEs. However, depending upon comfort between the parties & quality of consultants, it may happen quicker & correct.
  • 17. APOHANTM Deal Structure: Permutations & Combinations Businessman or CXO is supposed to know objectives & subjective boundaries. M&A advisors need to select appropriate transaction as the same has huge implications towards meeting strategic objective, process, time, compliances, cost & certainty. M&A- It is a loose term for all strategic transactions in the industry. The stakes are high. Frequency is less. Role of external experts is high. At the core there are only two things: Financial model for valuation, A transaction specific legal contract The Variants of M&A Space: Schemes, Arrangements, Compromises, Restructuring, Corporate restructuring, Financial Restructuring, Business Restructuring, Group Restructuring, Asset restructuring, Issue, Allotment, Placement, Block Deals, IPO, ADR, GDR, FPO,FDI, ODI, DVRs, Convertibles, ESOPs, Options, Joint Venture, Inorganic Growth, Turnaround, Amalgamations, Acquisitions, Takeovers, Spin-offs, Revivals, Combinations, Mergers, Combinations, Dormancy, Closures, Deregistration, Dissolutions, Liquidations, Winding-up, … Corporate Control : M&A Fibonacci Numbers- 0%, 5%, 10%, 24-25-26%, 49-50-51%, 74-75-76%, 90%, 100% ,
  • 18. APOHANTM Risk: Study of Internal (Operational) Documentation CORPORATE FUNCTIONS  Group/ Corporate structure  Shareholder relations  BOD performance  Investor/bank relations  Strategic management  Mergers & acquisitions  Business alliances, JVs  Corporate management  Corporate governance  Risk management TECHNICAL FUNCTIONS  Project plan  Project management  Certifications  Supplier development  Inbound logistics  Production, manufacturing  Operations & Maintenance  Quality management  Marketing  Business development & sales  Distribution channel  Research & development SUPPORT FUNCTIONS  Administration  Human resources  IT – HW, NW, SW, SM  Financing  Financial management  (Business) Investment  Legal  Knowledge management  Compliances  Public relations  CSR  Industry memberships There are around 375 “types” of documents possible in a common business depending upon the complexity & scale. Expending many resources, time, energy, hope & going to advanced stage of deal without communicating “key make or break information” is too common. Contact Apohan to get this list arranged by department/function, ready it & be funding-ready.
  • 19. APOHANTM New M&A Transaction Deliverables by Consultants (Critical to Deal Success & even completion) 1. Consulting proposal, agreement 2. Inception report 3. Client presentation 4. Profile of client 5. Profile of target company/investor 6. Teaser, Pitch book 7. Information memorandum 8. Data sheet 9. Business plan 10. Schedule of investment requirement 11. Financial model 12. Amendments in MOA/AOA 13. Board resolutions 14. Advertisements for online media 15. Advertisements for physical media 16. Mutual NDA 17. Investor presentation 18. Investor proposal analysis report 19. Investor’s due diligence report 20. Valuation reports – 4 types at the minimum 21. Document list of data room 22. New documents & reports for specific needs 23. Term-sheet 24. Business Transfer agreement 25. Corporate documents 26. Legal documents 27. Disclosure schedule 28. Due diligence agency appointments 29. Due-diligence report 30. Handholding report You must ask the prospective consultants about their ability & experience in preparation of a huge number of new documents & communications (deliverables) before discussing price. The deal is not going to happen in the absence of these even if (& even if competing) investors with huge funds are contacting you.
  • 20. APOHANTM Funding Transaction Timeframe SN Milestones Work description Month s 1 Consulting contract NDA, M&A advisory contract. T0 2 Inception report Objectives, Options, Company profile, Target profile T1 = T0+ 0.5 3 Shortlist of investors Prospecting & marketing, teaser, presentation, screening T2 = T0+ 1 4 Plant visit Mutual NDA, plant visit T3 = T0+ 1.5 5 Study of key document Business plan, Financial model, valuation. T4 = T0+ 2 6 Approvals Internal approvals on both the sides, statutory approvals T5 = T0+ 2.5 SN Milestones Work description Months 7 Term sheet Preliminary offer, LOI, Term sheet T6 = T0+ 3 8 Due diligence Due diligence of seller, buyer T7 = T0+ 3.5 9 Draft contract Disclosure schedule, draft M&A contract T8 = T0+ 4 10 Final Contract Review, legal vetting, negotiations & signing of M&A contract T9 = T8+ 2 to 5 11 Funds Disbursement of funds, consideration T10 = T9+ 0.5 12 Merger Integration Corporate process, accounting/ taxation, compliances, filing, reporting, closure, etc. T11 = T8+ 1 M&A process takes around 6-9months on an average & hence must be planned well in advance.
  • 21. APOHANTM Providing for all transaction Costs  Major Costs:  Brokers - Save 100% of it or pay nominal finder fee.  M&A consultants – Major fees is success based  Due diligence professionals – Internal staff and buyer can take care of this  ROC fees – Depends upon face value of additional capital  Stamp duty – Varies from state to state  Nominal costs:  Company secretary – Corporate process charges  Chartered accountants, Accounting – Consolidation of statements  Chartered accountants, Taxation – Consolidation of statements  Business lawyers – Court, NCLT, Approval, contracts  Valuation expert – Value for tax & compliance purposes  Technical expert – May not be needed.  Miscellaneous Costs:  Approvals, Taxes, Contingency Taxes, ROC fees, stamp duty, M&A Consultant’s success fees are major costs! Transparency in information sharing & clarity of documentation decide these costs!!
  • 22. APOHANTM Managing Confidentiality 1. Types 1. Consultant to Consultant 2. Consultant to principal 3. Principal to Principal - Mutual 2. Impacts 1. Information & competition 2. Information & valuation 3. Employees & M&A 4. Non-circumvention 5. Pseudo-Broker risk 6. Documents 1. NDA 2. Mutual NDA 3. NCND 3/21/2021 APOHAN CORPORATE CONSULTANTS PRIVATE LIMITED 22 Make sure that critical business information doesn’t land in the hands of competitors as many unprofessional “professionals” not from M&A industry want to make something for themselves from the deal. Sign an NDA before sharing critical information. Genuine brokers increase speed of transaction, ingenuine stop it!
  • 23. APOHANTM Business Decision Makers Involved Persons/Entities 1) Promoters, shareholders 2) Chairman, Managing Director, CEO 3) Executive/non-executive directors 4) Independent directors 5) Resolution professionals 6) Heads of departments, CXOs 7) Lenders & investors 8) Trustees, nominees & guarantors 9) Key contractual clients / suppliers 10) Key decision makers & equivalent people 11) Mentors & influencers For M&A/strategic transaction, people of business vision, loyalty, expertise, authority, experience are required to be part of decision making & execution process. Compliance professionals may be finance professional, but CXOs/promoters are better decision makers in these matters. Unnecessary influences affecting consulting & M&A deals in India as businessmen treat themselves as having poor knowledge of transaction decision making. There is no better decision maker than an owner!
  • 24. APOHANTM Counselling before M&A Consulting Subject What it means? Why it is required? M&A counselling Advise on objectives, key decisions, process, preparedness On job learning in M&A may cost heavily to business. Strategic Finance Counselling To explore several options of financing a business To avoid NPA, dissolution & loss of reputation due to default Corporate Management Counselling To evolve a path for control, ownership & governance matters To avoid complicated stakeholder disputes & absence of harmony. Business Strategy Consulting To plan business growth, to realize a businessperson’s dream To organize company, to tread a calculated path Investor Counselling We counsel investors & HNIs for investment in private limited business. To get better returns & control in management Without systematic counselling, a business would not get proper orientation of this world. It would take around 3-4 months to take M&A transaction decision which may be found incorrect (in-terms of original scope of work) later.
  • 25. APOHANTM Investors & Consultants Risk appetite, Investor considerations, Types of investors, Types of consultants, Importance of pre-transaction counselling 21-Mar-21 APOHAN CORPORATE CONSULTANTS 25
  • 26. APOHANTM Investor World: Risks & Attitudes Investor attitudes  Defensive  Conservative  Moderate  Balanced  Growth  High growth  Aggressive The lower returns from safe investment avenues cause huge shifts in investment preferences of the investors. For medium & mid-size businesses, it is more about risk perception than fundamental business risk which can be lessened by proper Risk types  Opportunity risk – Cash  Inflation rate risk – Liquid fund  Interest rate risk – ST/LT Debt  Default risk – Unsecured debt  Exchange rate risk – FDI/FII  Country risk – FII/FDI  Regulatory risk – All  Political risk – All  Force Majeure - All  Market risk – Equity  Consulting risk – SME equity  Perception risk – SME equity
  • 27. APOHANTM List of Aspects RISK OF BUSINESS MANAGEMENT QUALITY ASPECT LIQUIDITY ASPECT TERM ASPECT CONTROL ASPECT ENTRY PROCESS SECTOR & LOCATION ASPECT TICKET SIZE ASPECT POTENTIAL/VALUATION & OFFER ASPECTS CONTRACTUAL ASPECTS An Equity Investor: Aspects In Financing A Private Business A business is supposed to rush after any investor. Just the way businesses are so different from each other, so are the investors & investments. Businessmen/CXOs run after clients (for marketing/BD/sales) all their life, not investors. They know how to sell products/service/works, not how to sell a business (even if they are owners, shareholders, etc)! The fundamental principle governing investment is risk-return combination of the opportunity vis-à-vis other avenues. Equity investment is made based merit, not on inflexible rules. Investors can’t be too vague telling only ROE or too specific detailing all needs. For them it is an gradual discovery of an opportunity.
  • 28. APOHANTM Types Of Financial Investors • Friends, relatives & family: • Sweat equity (executive directors and key professionals): • ESOPs (employees): • Seed investors: • Angle investors: • Simple agreement for future equity (SAFE) investors: • The unknown, unmet general citizen investor (Crowdfunding): • Venture capital fund (VC Investors): • Private equity fund (PE investors): • Family offices (The rich family investors): • High net worth individual (HNI) Investors: • Non-resident Indian (NRI) Investors: • Asset Management Companies (Mutual Funds): • The various taxpayers as Investors: • Investment trusts as Investors (REITs & InvITs): • Investment bankers as the Investors: • Qualified institutional buyers (QIBs) as Investors: • NBFC core investment company (CIC) Investor: • Hedge Fund Investors: • Sovereign wealth fund (SWF): • Pension Funds • Fund of Funds: • Alternative investment funds (AIF): • Foreign direct investor (FDI): Types of Investors Strategic investors are businesses looking to invest into other related or diversified businesses. They objective could be a permanent engagement & they understand any degree of technically complex target business. They see value in synergies than in bargain. Financial investors are not businesses, but funds or entities of various types. Their term-aspect is 3-5-10-20 yrs, have a fixed expectation of ROE, have a contour of preferences, high risk appetite, lower technical knowledge, lower willingness to manage operations. They do hard bargain (when business doesn’t know how to)
  • 29. APOHANTM 1. Significant say in general meetings for the same amount 2. Involves position on BOD for an investors 3. Direct control of SME management 4. Negotiable investment contract with the existing promoters 5. Synergies of technical competencies of promoters & financial competencies of investors 6. Visibility of SME operational, marketing & financial affairs, events & trends 7. Lower compliance costs & procedures 8. Lower corporate/manufacturing overhead costs 9. Effective management, transformational change is easy 10. Efficient financial performance 11. Lower valuation than equivalent listed company based on multiples 12. Higher scope of growth & expansion on a lower base Why to Invest in an SME than a Blue-chip Company? 3/21/2021 APOHAN CORPORATE CONSULTANTS 29 The intrinsic fundamental business risk is same for a listed company & an SME. Why is then a listed company preferred over an SME by investors? –> Perception Risk !!!
  • 30. APOHANTM Transactions Goods Services Business Services Business Consulting Management Consulting Strategic Consulting Growth / Turnaround Financial Excellence Corporate Development Compliance Consulting Regular Management Operational Excellence? Technical consulting Non-consulting services Public services Works Consulting World BROKERS The perspective of certified, chartered, authorized, registered, etc consultants is from with their statutory framework which they must comply. The strategic consultant are optional. They are involved with top management of the business in the four types of services at the bottom. In our subjective opinion, compliance is a secondary aspect of the strategic vision of a company.
  • 31. APOHANTM Market Segments in M&A Consulting  Large strategic consulting MNCs, Big 4 Consulting companies Target: Large “operator” companies, blue chip companies, large cap companies, government  Investment banks & merchant banks (Boutique firms) Target: Investors, large cap companies, large ticket size, high complexity, etc  Integrated M&A professional advisory companies Target: Compliances of transactions  Large firms (firm or individuals certified) with very high specialization in a domain Target: Sub-consulting from above on legal, tax, etc matters, compliances  Companies (non-compliance, not registered with SEBI/RBI/IBBI etc) Target: “Parts” of technical, marketing, strategic, transaction advisory  Local compliance firms Target: “Success fees” in small deals, finder fees in large deals India has a very large number of a very high quality M&A professionals to meets all the needs. But there are no players who remain longer for SME/Mid size deals due to relative attractiveness in terms of efforts & (success &) margins. There is total absence of end-to-end custom services at the bottom of the pyramid.
  • 32. APOHANTM M&A Consulting: Business Side Checks  Broker are logically hired by M&A advisors, not businesses. First carry out this check with approaching parties.  Sign NDA before sharing documents  Get elaborate scope of work & exclusions in a written proposal from the consultants  Add the cost of work excluded in comparison  See the terms & conditions of consulting proposal.  See the solution (initial deal structure) proposed  Appoint a committee of dedicated senior people to look into engagement.  Multiply = Probability of getting expected deal * ability of consultants.  Compute total cost of transaction to the existing shareholders/owners. The implications of transactions are much higher than the transaction cost, hence financial quote should take second seat.
  • 33. APOHANTM 1. Market, growth, marketing infrastructure, client network and marketing vision – Go/NoGo 2. Technical, technological and operational merit, visibility of profits, USPs – 80% weight 3. Clarity of equity funding objectives, management maturity, reasonability 4. Past financial performance ( potential for stressed funding) – Justifiable claims 5. Financial integrity, passion of the promoters/directors – Extremely Crucial 6. Financial viability of business & identification/communication of all risks & mistakes 7. Existence of all internal documentation to support the claims, merits, appeals 8. Readiness of quality transaction documentation by M&A professionals 9. Readiness to (& knowledge about) undergo the rigorous M&A process 10. Practical expectation of the M&A time-frame (3 to 9 months) 11. Provision for the total M&A transaction costs 12. Focus on value addition (growth & turnaround) in future over fight for present valuation 13. Rationality and reasonability of the valuation/contract terms to the investor 14. Proper representation, communication, follow-up & stakeholder management 15. Experienced, capable & widely networked M&A consultants 3/21/2021 APOHAN CORPORATE CONSULTANTS 33 Equity Funding Success Factors The last aspect (network) is worked on first in SMEs & mid-size companies making it a drain on corporate resources, time, money, consultants, etc. Consultants are supposed to represent the businessman’s / CXO’s confidence of being an attractive investment opportunity is expected to be represented to the investors.
  • 34. APOHANTM About Apohan Service Portfolio, Digital Platform, Consulting approach, USPs, Typical scope, Exclusions, Payment terms, Experience & credentials, Sectors of service & Director Profile/Management, General & legal information 21-Mar-21 APOHAN CORPORATE CONSULTANTS 34
  • 35. APOHANTM Apohan Service Portfolio 21-Mar-21 APOHAN CORPORATE CONSULTANTS 35 • Equity funding, M&A, Slump sale, Share transactions, Sell-side /Buy-side advisory, Growth funding, Business turnaround, Financial restructuring, FDI, ODI Transaction Advisory • Business model, Project model, Bid model, Capital structure, Dividend policy, Financial policies, Debt contracts, Strategic financial contracts, financial performance improvement, Strategic finance training for directors Financial Advisory • Group structure, Formative & constitutional matters, Ownership & control related matters, Performance appraisal of directors, Corporate transactions, Corporate policies, Business alliance, Succession planning, Corporate Management Advisory • General business strategy, Business restructuring, New project strategy, Bid advisory for PPP/EPC/PMC/AMC or Supply tenders, Risk advisory, Strategic contracts, JVs, India entry strategy, Franchisees, Leases, etc Business Strategy Advisory Counselling services: 1. For businesses on strategy/options to avail equity finance & 2. For investors on how to make safe, documented & remunerative investment in a Pvt. Ltd. company.
  • 36. APOHANTM Services: Strategic Transactions 3/21/2021 APOHAN CORPORATE CONSULTANTS 36 Business Transactions Strategic transactions Capex Transactions Operational Transactions 1. Sale/purchase of strategic assets (or slump sale) 2. Sale of shares or securities 3. Transactions with existing stakeholders (buyback, Rights issue, Bonus issue, capital withdrawal) 4. Private placement, Preferential allotments 5. Issue of instrument, bonds, debentures 6. External Commercial Borrowing (ECB) 7. IPO, SME exchange 8. FDI 9. ADR, GDR 10. Liquidation, recovery 11. Mergers and acquisitions, demergers 12. Business restructuring, financial restructuring 13. Joint ventures 14. Succession planning 15. Management outsourcing 16. Financial & operating leasing 17. License, royalty, , franchise, sub-contracting 18. Project bidding, PPP, EPC, PMC, AMC, etc.
  • 37. APOHANTM Allied Services: Business Strategy: Choose a Potent Business Path ◦ Formulation of business philosophy, vision, missions, etc ◦ Formulation of the short-term, mid-term & long-term objectives of the company ◦ Formulation of central strategic management department, its constitution & mandate ◦ Preparation of strategic business plan with surveys, DPR, costing ◦ Certifications, registrations, memberships, associations ◦ Business alliances & JVs ◦ Preparation of contract structure between stakeholders ◦ Preparation of flexible, custom financial model with sensitivities & scenarios ◦ Preparation of top level strategy for each department boundaries of roles of departments ◦ KRAs and performance incentive sharing mechanism between departments ◦ Preparation of corporate policies ◦ Preparation of organization chart, departmental SOPs All of this needn’t be done at cost of operations, but someone somewhere must be spending time on these matters to avoid long-run repentance!
  • 38. APOHANTM  Financial strategy  Working capital  Financial plan  Capital structure  Financing strategy  Financial performance improvement  Financial risk analysis  Investment strategy  Working capital  Organization chart  Directorial remuneration  Mergers & acquisitions  External commercial borrowings  Financial restructuring  Financial turnaround  Project finance  Export finance  Lease strategy  Licensee contract  Royalty contract  Local joint venture  Joint ventures with FDI  Dividend policy APOHAN CORPORATE CONSULTANTS PVT LTD WWW.APOHANCONSULTANTS.COM  Product pricing strategy  Product basket rationalization  F&V cost management  Allocation of overheads  Investor relations  Financial contracts  Insurance strategy  Training  Financial policies  Financial data, SW, HW Allied Services: Financial Strategy: Manage Resources Properly
  • 39. APOHANTM Allied Services: Corporate Management: Provide Robust Corporate Structure ◦ Constitutional ◦ Group structure, timely change of legal form ◦ Objectives, MOA, AOA ◦ Promoters, shareholders, investors, lenders ◦ Shareholding agreements ◦ Entry, exit, dilution philosophy ◦ Proper allocation of rights, assignments ◦ Organization structure ◦ Watch on control & ownership ◦ Board of directors ◦ Performance oriented selection ◦ Rights, duties, incentives, penalties ◦ Mechanism for performance evaluation ◦ Training for performance management Existence & quality of proper legal form, associations, internal stakeholder contracts leads to harmony & effectiveness of the leadership. ◦ Corporate governance ◦ Regular consultation with experienced CS ◦ Professional conduct of directors ◦ Induction of independent directors ◦ MOC, SEBI, compliances ◦ Investor relations & communications ◦ Corporate policies ◦ Disclosures, filings, reporting, mechanisms ◦ Assessment of M&A need ◦ Watch on capital structure ◦ CSR ◦ Registrations, Memberships ◦ Company/product/process certifications ◦ Compliance of industry standards ◦ Memberships of industry associations
  • 40. APOHANTM Our approach in SME/ Mid-size Transaction Advisory 1) Spread the awareness among promoters on equity funding in all business forums 2) Approach the business or receive inward communication 3) Understand the problem or aspiration of business in layman’s language 4) Remove all the misconceptions of the business at business development stage 5) Preparation of a rough investment requirement schedule 6) Educate the business of the consulting process 7) Educate the business on M&A transaction structure & process 8) Remove doubts & satisfy queries through counselling sessions 9) Inform the current gaps in the success of the transaction 10) Represent their interests in the investor world in their language Our approach (T1, B1, T2, B2) is specifically tailor made for highly efficient & cost-effective screening of quality businesses that lack only money (or something that is only due to lack of money). T1 B1 T2 B2 Approach T1 - Technical interaction 1: Discussion on overall investibility of the business w/o regard to consulting interests B1 – Business Development 1: Discussion on Apohan consulting process T2 – Technical interaction 2: Discussion of screened business on the reasonability of terms of transaction B2 – Business development 2: Consulting proposal & contract
  • 41. APOHANTM Apohan: Services USPs & Differentiators Engagement with Apohan means a businessperson has got Additional legs, hands, hearts, minds, brains & souls! SN Feature Typical Industry Practice Our Practice 1 Custom Solutions Buy what we have to offer We offer what the business exactly needs rather than what we have 2 Implementation Report is the end Recommendations that are implemented 3 Flexible scope of work Fixed, rigid scope of work Dynamic, objective oriented scope 4 End-to-end solution Multiple conflicting agencies All agencies are taken care of centrally 5 Handholding No relationship after last milestone Handholding for understanding new system 6 Long-term engagement Assignment specific engagement Multiple engagements to realize all potential 7 Counselling No personal touch Special care of individual needs, company culture 8 Risk sharing No relation with results Risk sharing by substantial revenues linked to results
  • 42. APOHANTM Typical Scope of Work For Apohan 1. Understanding the objectives of business 2. Identification of areas of interests 3. Screening of target investors 4. Selection of the target investor 5. Structuring of association with target 6. Financial models and contracts 7. Negotiations & Conclusions of deals 8. Assistance in due-diligence & documentation 9. Handholding 21-Mar-21 APOHAN CORPORATE CONSULTANTS 42 Apohan shall carry out end-to-end customized work right from strategy formulation to target identification to acquisition (or any other strategic transaction) to post-transaction assistance. Transaction Deliverables 1. Inception report 2. Profile sheet of desired target 3. Advertising communication 4. Technology event reports 5. Report on shortlisted targets 6. Deal structure & due diligence 7. Business valuation (Model) 8. Investment contract 9. Merger integration report
  • 43. APOHANTM Excluded Services ◦ Company secretarial work: Incorporations, filing, reporting, statutory payments, etc. ◦ Chartered accounting work: Accounting, taxation, reporting, filings, compliances, etc. ◦ Legal work: Filing cases, representation to NCLT/courts, etc. ◦ Cost accounting: Compliance ◦ Marketing advisory: Surveys, strategy, market growth, profit sharing, etc ◦ Technical work: Feasibility, technical DPR, technical appraisal ◦ Approvals: Getting approvals, permits, licenses, etc from government bodies ◦ Certifications: Private or public certifications such as IEC, GSTN, ISO, CMM ◦ Non-strategic HR, administration, IT, etc advisory ◦ Business services not related to M&A, strategic financing, business strategy, corporate We don’t (directly or indirectly) provide statutory, certified, regulated, chartered, compliance, etc services in the transaction process or otherwise.
  • 44. APOHANTM About Payments & Consulting Contract Price Proposals – short-term engagement • Mobilization fees: These will a fixed fees. They shall be without an advance payment BG. • Milestone based fees: These fees shall be based on delivery key milestones in the course of the assignment in place of fixed monthly payments. • Success fees: M&A advisory in basically loss- making looking at the heavy cost structure. Upon closure of the deal contract, a major fraction of the total fees is paid in the form success fees. • Time incentive: The client pays an agreed sum for closing the deal before the agreed latest time. • Value incentive: The client pays for more than expected realization of value for having found a partner who sees more synergies, etc. Key Contractual Terms • Exclusivity: The mandates becomes exclusive after the client signs NDA with an investor of his/her choice. • No guarantee of success: Despite several merits of the business or the promoters, despite M&A advisory abilities of Apohan, a deal may not go through in negotiations. Both the buy side & sell side expectations of value & terms are beyond control of an M&A consultant. • No statutory role: Apohan does not carry out statutory roles of CS, CA, lawyers, valuers, etc • Documentation & decision support Apohan is not a mere consulting company but also it believes in its recommendations & action plans. Hence success fees & profit sharing would be the key elements in the long-term engagements.
  • 45. APOHANTM Apohan Experience / Assignments SN Current assignments Rev. Cr Amt 1 Strategic sale/dilution of a Pune based solar & industrial inverter company 20 12 2 Financial turnaround of a state if the art food processing company 440 70 3 Financial turnaround of metal forging company. 70 16 4 Advisory for corporate management for a leading cutting tool company 8 NA SN Apohan upcoming assignments 2 Equity funding of a 1200 cr Goa based world-class tourism project on PPP 4 Sell-side advisory to a specialty scientific mobile app platform start-up for 70 cr funding 5 Equity funding for a natural gas compression system start- up 6 Buy side advisory for Pune’s largest metal company to acquire a casting company. 7 Buy side advisory for Mumbai based investor to acquire a biodiesel company. Apohan has interacted with 900 SMEs in India for their funding & strategic aspirations & problems. Currently we have funnel of 139 companies despite COVID pandemic’s severe effect on our own start-up.
  • 46. APOHANTM Web portal, Mobile App, Software enabled with AI End-to-end responsibility of funding/transaction delivery Integration of a large number of businesses, investors & professionals Investibility assessment in detail to screen quality of inquiries, risks Automatic generation of deal structure inputs Cloud for client document uploading & classification SW interface to use standard base template documents Web meetings of stakeholders Confidentiality, security & access management Online M&A event, M&A professionals, organizations, resources databases Social media linking to spread contents Knowledge resources, videos for education & removal of misconceptions Technology training to staff for to use bespoke SW, plaform, company IT infrastructure Training modules for internal & external low-cost resources for M&A delivery Apohan Fintech Platform (Under Launch) Existing fintech platforms are only for connecting without any delivery responsible. Apohan aspires to be the Uber of SMEs/Mid-size companies for around 3000 strategic time-based & success based types of services but with an essential own fleet. Strategic requirements can’t be standardized to the extent transport or any business service can be!
  • 47. APOHANTM Sectors: Whom We Serve Infrastructure Construction Real estate Roads & highways Ports Airports Inland waterways Water Waste Mining Energy Power Telecom Environment Social Infrastructure Education Hospitality Tourism Health Commodities Steel  Metals & alloys Chemicals Cement Coal Petroleum Natural gas Engineering Civil Mechanical Electrical Electronics Instruments Chemicals Manufacturing Automotive Ship building Air craft Media & Entertainment Publication Film Music Event Management Art industry Information Technology HW & networking Software design Web & app design ERP Call centres BPO Digital media Social Media Internet Trade Home Trade Import Export Entrepot Business Services Communication Banking Insurance Transport Logistics Distribution channel R&D Equity research Surveys Data analysis Agricultural Agriculture Fishing Dairy Poultry Horticulture Wood Tobacco Paper Other Pharmaceuticals Defence Municipal services Diversified EPC PPP Other Our services are not intended for a specific sector or industry, a specific product or service! New Age Technologies Blockchain Artificial intelligence Robotics Automation Drones Big Data Cloud 3D Printing Immersive reality Holography Nanotechnology Advanced materials Electric vehicles Hydrogen cells Internet of Things Renewables Waste to power Biomass to power Genetics FinTech EduTech Collaborative Tech Quantum computing Smart cities New age screens LBS Connectivity
  • 48. APOHANTM Business Structures: Whom We Serve Legal types • Proprietorships • Partnerships • Private limited companies • Public limited companies • Listed companies • Societies • Cooperative societies • Trusts • NGOs • Government • Multilateral agencies Buy Side Advisory • Angel investors • PE funds • VC funds • Lenders • Banks • NBFCs • FDI • FII • HNIs • Indian international businesses • Foreign MNCs • Home traders • International traders Place in value chain • Project companies • Manufacturers • Traders • Wholesalers • Franchisees • Retailers • Any other business model Our services are not intended for a specific type of legal entity or business structure. The revenue (potential) should be more than 25 Cr per annum
  • 49. APOHANTM Screening & Filtering Criteria – Prospective Clients Desired Average Business Size 1. Revenue*: Rs.50 cr. 2. Equity investment requirement: Rs. 25 cr. Bottom threshold size 1. Revenue of Rs.25 cr. 2. Equity investment requirement: Rs. 10 cr. The M&A process is rigorous, hectic & lengthy. It involves role of many types consultants. It is very documentation heavy. Small organizations, typically, as per observations, don’t have appetite for these transactions. *Acceptable Parameters 1. Current revenue 2. Recent Peak revenue 3. Target revenue in next 2-3 years 4. Capital block 5. Net worth We don’t do end-to-end debt finance advisory; we provide strategic advisory on debt contracts & all the strategic financial management related consultancy.
  • 50. APOHANTM  Profile: 22 years of work experience in the M&A, financial, corporate, strategic role with the most prestigious companies of India.  Companies: Worked in RIL, GAIL, CRISIL, PricewaterhouseCoopers (PwC), Isolux Corsan, Delhi Integrated Multi-Modal Transit (DIMTS), Bluestream Infrastructure  Sectors: Engineering, chemical & other process, construction, energy, transport, information technology, social infrastructure  Domains & functions: Expert in M&A, corporate management, financial models, business contracts, business strategy, transaction advisory, business alliance management, contracts, finance, banking, greenfield projects, CEO training, etc.  Graduation: BE (Mechanical) from College of Engineering, Pune (COEP), 1998 Batch  PG: MBA (International Business) from Indian Institute of Foreign Trade (IIFT), New Delhi, 2003 Batch  LinkedIn Profile: https://www.linkedin.com/in/arunjoshiapohan Arun Joshi An M&A advisor with professional experience of 22 years across industries, sectors, projects, geographies in the reputed companies in India. Profile: MD & Director, Delivery 3/21/2021 APOHAN CORPORATE CONSULTANTS PVT LTD 50 Apohan has a team of MBAs, CAs, company secretaries, engineers, technocrats, business lawyers, and a huge network of freelancers, experts, sub-consultants and certified professionals to provide integrated M&A services. Our largest asset is our network of investors & our approach in taking a proposal to them!
  • 51. APOHANTM  Profile: Developed and implemented strategies to drive profitability and sales. Led teams for businesses and revenues; marketing and growth strategies. Led a team of up-to 200+ members. International experience of leading assignments and business in Australia, Africa & UAE.  Companies: Worked with Onicra Credit Rating Agency, AVTEG Pvt Ltd, Hope Technologies Ltd, Supertech Solutions Ltd, Fifth Quadrant Designs etc.  Sectors: MSME, information technology, Social Impact & Livelihood, Banking, Credit Rating, Infrastructure and Facility Management, Education and Training  Domains & functions: Sales & marketing, business management, business strategy, Network advisory, business alliance management, Cross Cultural engagements, Project Management, Go To Market, Opportunity Identification, Start up, etc.  Graduation: BSc (Electronics) and PGD (Industrial Instrumentation and Information Technology) from Center for Electronics Design and Technology of India, GOI (CEDTI), 1996 Batch  PG: MBA (Marketing and Financial Management) 1998 Batch  LinkedIn Profile: https://www.linkedin.com/in/shaileshkw Shailesh Waghmare 20 years of experience of impacting organizations through strategic decisions across M&A / equity funding, Financial Services, Consulting Services, MSME advisory, IT & ITes, Education Management, social impact & livelihood and Marketing & Management Consulting. Profile: Director, Strategy & BD Represented Organisations on various forums as a speaker, member of panel discussion, faculty at workshops organised by CII, IIA, FICCI, NSIC, ACMA, NSDC, AIMA, UNDP, etc.
  • 52. APOHANTM Apohan: General Information Description Details Name ApohanTM Corporate Consultants Pvt. Ltd. Legal form Private limited company (ROC Pune) Nature of business M&A, Strategic Financing, Corporate Management, Business Strategy advisory Incorporation year 2018 Corporate office Office no. 11, 1st floor, Shriram Complex, Model Colony Rd., Shivajinagar, Pune, Maharashtra, India – 411016 ; Landmark: Fergusson College Registered Office C-302, Omega Heritage, DSK Vishwa Road, Dhayari, Pune, Maharashtra, India -411041 Website https://www.apohanconsultants.com Link of HQ location: https://goo.gl/maps/v6r82ax14Uy Membership Maratha Chamber of Commerce, Pune Bank details Apohan Corporate Consultants Private Limited |IDFC First Bank, Kalyani Nagar Branch, Pune| |Account Number: 10032009434| IFSC Code: IDFB0041358| MICR: 411751009 CIN U74999PN2018PTC180122 PAN/TAB/GSTN AARCA5583G / PNEA29043A / 27AARCA5583G1Z7 Start-up Certificate No.: DIPP46253 Udyog Aadhar MH26D0228386 Ongoing /planned… ISO, SEBI Registration for Investment Advisor
  • 53. APOHANTM Contacts Thank you! Contact Person Arun Joshi Shailesh Waghmare E-mail arun.joshi@apohanconsultants.com Shailesh.waghmare@apohanconsultants.com Phone +91 20 25650005 +91 20 25650005 Mobile +91 9810481325 +91 96500 13256 Website www.apohanconsultants.com Address Office no. 11, 1st floor, Shriram Complex, Model Colony Rd., Shivajinagar, Pune, Maharashtra, India – 411016 APOHAN CORPORATE CONSULTANTS PVT LTD WWW.APOHANCONSULTANTS.COM