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CORPORATE PROFESSIONALS

AT A GLANCECorporate Professionals Capital Private Limited is Merchant Banking arm of Corporate Professionals, a fast mounting corporate consultancy Group in India. With a humble start in 2003, Corporate Professionals has grown into a muti-disciplinary mega firm of more than 110 professionals continually pursuing to achieve the excellence. The Group is known for its steep growth and incessantly carving out inimitable solutions in financial and legal framework. Within a short span the Group has earned laurels of successfully serving more than 800 corporate houses covering more than 1200 Clients for over 2000 diverse corporate transactions.

Our commitment to client service is evidenced by repeated business and exclusive service arrangement with majority of our clients. This client loyalty comes from our ability to provide responsive and innovative financing solutions through value creation strategies. Our policy for implementing bespoke and innovative solutions is to satisfy the stated as well as unstated needs of clients.

Corporate Professionals has been integrally involved in more than 100 M & A deals aggregately valued at more than INR 90000 Million and more than 20 funding deals valued at more than INR 50000 Million, up significantly in last year. Our experience in transaction advisory services has reached the milestone of 250 transactions valuing an aggregate of more than INR 75000 Million. Based on this strong foundation, vast experience and zeal to provide one stop solution, we acquired the Merchant Banking License in the year 2009.

Corporate Professionals Capital, a SEBI Registered Category 1 Merchant Banker, is dedicated to provide varied investment banking solutions through highly structured financial transactions which serve as alternatives to traditional financing and provide enduring solutions to help companies maximize their value.

We have a young but highly competent transaction team which understands clients' needs by stepping into their shoes and structures transactions to best suit the needs. This is complemented by an exclusive expertise of each team member in certain specific area which, working together, effectively support transactions from initial structuring through post-deal management. The team is comprised of multi-disciplinary professionals with reservoir of many years of corporate consultancy experience; strong analytical supports and technological dexterity.

In today's economic and dynamic environment, Corporate Professionals Capital aspires to be in the forefront as a provider of result oriented, cost effective solutions, financially and strategically, with client focus services reinforced by continuous drive to prosper with the growth of our clients.

Corporate Professionals Capital focus on the following array of services:

OUR BOUQUET OF SERVICES

• ISSUE MANAGEMENT • MERGERS & ACQUISITIONS

• VALUATION & BUSINESS MODELING

• PRIVATE PLACEMENT OF EQUITY

• CORPORATE DEBT FUNDING

• TRANSACTION ADVISORY SERVICES

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• Takeovers & Acquisitions• Initial Public Offering• Demergers & Sale of Undertaking• Follow-on Public Offering• Buy-outs Advisory• Offer for Sale & Divestments • Business Acquisitions• Right Issue Management• Deal Negotiation & Structuring • Underwriting of Issues

• ADR/GDR/ FCCB Issue Management

• International Listing – AIM & Plus Listing• • Qualified institutional Placement• FOREX & Overseas Transactions Valuations

• Intangible’s Valuation• • Fair Market Valuation of Common Stock, Preferred • PE Investor Engagement Support Stock, Debt Securities, Options, Warrants, and

Projected Streams of Cash Flows• Venture Funding & Seed Capital • Special purpose valuation – Takeover, Delisting, • Procurement of Regulatory Approvals

Reduction, 397/398 matters• Enterprise Valuation and Deal Negotiation

• ESOP/ESPS Valuation• Transaction closure Support

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• Project Finance & Term Loans

• Foreign Currency Loans, private FCCBs & ECBs • Buy-Back Advisory • Working Capital Finance, Short Term finance • Delisting Advisory • Debt Restructuring and Settlement • ESOP Advisory • Bill discounting( Inland & Foreign), Factoring • Corporate Restructuring & Financial Re-engineering • Structured finance, Export Credit • Joint Venture Advisory• Letter of Credit, Bank Guarantees • Cross-Border Restructuring

• FOREX and Overseas Transactions

• Mergers and AmalgamationsPre Issue Structuring

Business/Enterprise Valuation

Pre Structuring-Placement Structuring

Fairness Opinions

ISSUE

MANAGEMENT

MERGERS &

ACQUISITIONS

PRIVATE

PLACEMENT

OF EQUITY

VALUATION &

business

modeling

CORPORATE

DEBT FUNDING

TRANSACTION

ADVISORY

SERVICES

The Indian capital market is characterized as dynamic and volatile market. Public Offers on the stock market are complex exercises requiring months of preparation by skilled teams of commercial, financial and legal experts. We strongly believe that the Journey to going Public should be a structured and managed transformation of the people, processes and culture of an organization and both financial and non financial parameters drives the success of an IPO. These activities include rigorous due diligence investigations, market preparation and establishment of an appropriate value for market. For the success of such a rigorous process, a right team of experts is required who can support the Company to sail through the intricacies of offer process and allow it to focus on its growth plans.

The history shows that even when the markets are not ideal for going public, it could be a good time to be planning for an IPO. With a rich experience of Structuring Companies preparing for IPOs, assisting in Pre IPO placements and Issue management, we help our clients throughout the IPO Process accompanied with the sustained market support. Our Core strength lies in Pre Issue Structuring and correctly positioning of the Company in the financial market place to procure the right profile of Institutional and retail investors, , suggesting the best financial structure, optimally pricing the Companies, and completing the entire process smoothly with our strong co-ordination with regulatory authorities. We aim at correctly valuing and placing the Company in the financial market to provide the maximum return to the investors on the one hand and to ensure growth and continuous value creation in the Company going public. Therefore, our post-listing support to the Companies nurtures them to face the new regulatory environment which they enter after listing.

Our services relating to Issue Management focus on the following:

Pre Issue Structuring

Initial Public Offers

Follow-on Public Offers

Offers for Sale & Divestments

Rights Issue Management

Underwriting of Issues

ADR/GDR/ FCCB Issue Management

International Listing – AIM & Plus Listing

Qualified Institutional Placement

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ISSUE MANAGEMENT

Private Equity placement is an important vehicle that not only provides investment but bestow the management with a partner who commit to provide the continuous support across their life-cycle. The right Private Equity partner is an invaluable business associate and can be a high value endorsement to other investors, provide strategic business advice, contacts, and help in acquisition of further finance, provide support during the critical phases of business growth and also help in extending the global reach using the international linkage of the investor.

Corporate Professionals has strategically assisted in closing more than 20 Private Equity deals involving domestic as well as international Funds, value aggregating to INR 25000 Million.

In finalizing the private equity deal, we offers the growth oriented companies with a complete range of solutions to raise capital during the seed, growth and expansion phases and provide the objective advice in structuring the deal with our expert knowledge of the finance and capital markets. The company possesses a rich experience of structuring and raising equity capital for growing companies. Our team has nurtured relationships with financing sources and financial intermediaries which allow us to organize equity funds for our clients. During the deal, Corporate Professionals Capital represents all phases of the life cycle of a funding deal that includes structuring, establishment, investment and exit. Our strength lies in providing one-stop solution by seamlessly co-ordinating with both the parties at the establishment stage, understanding the intricacies, and assist in negotiations between the parties, advice on Indian Regulatory Regime and drafting the fund documents.

Our extensive industry research, wide-range of deal structuring and thorough analyses of regulatory environment make us the pioneer in this arena.

We facilitate our clients in each step of their private equity raising plan and our services include:

Pre Placement Structuring

PE Investor Engagement Support

Venture Funding & Seed Capital

Procurement of Regulatory Approvals

Enterprise Valuation and Deal Negotiation

Transaction Closure Support

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PRIVATE PLACEMENT OF EQUITY

Appropriate mix of debt and equity is one of the most critical aspects of financial management of any business. Arrangement of right kind of debt in appropriate quantity and at appropriate time is the essence for business growth. There are several means of debt finance and each one is suitable for different purpose. Thus, choosing the right kind of debt instrument and arrangement of the same at optimal cost requires specialized knowledge and expertise.

Our corporate finance service covers the full breadth of needs for corporate financial requirements in the present complex and integrated environment. We advise our clients on the optimal funding structure looking into the requirement of funds and finalizing means of funding looking into various factors such as Corporate’s own equity, industry related issues, growth prospects of the industry, cash flows and collateral securities available. Our service are available to all the industry irrespective of its size i.e. Small & medium Enterprises (SME) and Large Corporates. Our expertise lies in providing different financing options to the corporate and advising the most ideal financial structure for their requirement. We provide one stop solutions to the corporate requiring the project finance by assisting in preparing the feasibility study report, project report and appraisal report, thereby helping both the parties to finalize and structure the deal in the best possible manner.

Our goal is to provide the best financial solution for our clients for their existing and expansion projects by structuring and arranging debt facilities using our professional/technical expertise and extensive network of contacts among various banks, financial institutions and NBFCs and to build a lasting relationships with them by assisting them in achieving their strategies objectives through the provision of timely, innovative and cost effective solution.

In this arena of our services, we cover the following services:

Project Finance & Term Loans

Foreign Currency Loans, private FCCBs & ECBs

Working Capital Finance, Short Term finance

Debt Restructuring and Settlement

Bill discounting( Inland & Foreign), Factoring

Structured finance, Export Credit

Letter of Credit, Bank Guarantees

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CORPORATE DEBT FUNDING

Mergers and Acquisitions (M&A) are vital part of the corporate world that shape the inorganic growth, give the direction and enhances long-term sustainability. Companies today executes M&A for various synergetic reasons with the objective of cross selling opportunities, economies of scale, information asymmetry, taxation and vertical integration.

Corporate Professionals has hands-on experience in executing to a host of more than 100 mergers and acquisition deals valuing an aggregate of INR 90000 Million which includes national and international Restructuring.

The Company is one of its kinds to provide end-to-end solutions to mergers and acquisitions deals including all kind of Regulatory or Judicial approvals and compliances. Mergers and Acquisitions is the core strength of Corporate Professionals where it has achieved an edge in the industry. We regularly advise our clients on regulatory and tax aspects of Mergers, De-mergers, Scheme of Arrangement, Transactions in line with RBI regulations , Income Tax provisions, SEBI, Stock Exchanges, Stamp Duty and other Regulatory aspects. In the early stages of the deal, whilst we assist our Clients in highlighting significant Indian tax, regulatory and commercial issues/concerns that might affect a given structure, we also simultaneously work towards developing potential solutions to any conflict or problem keeping in mind the strategic objectives of the deal.

In this area, we provide a wide spectrum of service, covering the following:

Mergers and Amalgamations

Takeovers & Acquisitions

Demergers & Sale of Undertaking

Buy-outs Advisory

Business Acquisitions

Deal Negotiation & Structuring

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MERGERS AND ACQUISITIONS

Valuation provides a solid foundation to make significant decisions regarding future plans for any business. The plethora of opportunities created by dynamic and growing economies can be harnessed with an independent and intrinsic valuation of the explored & unexplored strengths of your business. The tax, regulatory and accounting requirements have made the valuation in corporate transactions even more significant.

We Corporate Professionals Capital Pvt. Ltd., a SEBI Registered Category 1 Merchant Banker, assist businesses to achieve an in-depth understanding of the value of each business or asset in any transaction. Our leading-edge technical knowledge combined with our in-depth industry experience allows us to provide valuation in a variety of commercial & legal contexts those results in unlocking the real value of businesses as well as the specific valuations driving the particular deal.

Our professionals have extensive experience in providing valuation services to private as well as publicly traded Companies as required under various Indian Laws. Corporate Professionals Capital is ideally suited to provide objective, independent advice, including fairness opinions and valuations for mergers, acquisitions, joint ventures, financial Restructurings, management-led buyouts and accounting disclosure requirements.

Our offerings in this arena cover the following:

Business/Enterprise Valuation

FOREX & Overseas Transactions Valuation

Intangible's Valuation

Fair Market Valuation of Common Stock, Preferred Stock, Debt Securities, Options, Warrants, and Projected Streams of Cash Flows

Special purpose Valuation – Takeover, Delisting, Reduction, Oppression/Mismanagement matters

ESOP/ESPS Valuation

Fairness Opinions

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VALUATION & BUSINESS MODELING

Transaction advisory services form a cornerstone of our boutique practice. Ongoing regulatory changes in India and global developments have considerably changed the dynamics, requirements and structuring in inorganic growth of a company. Our team is geared to address these challenges and adapt to such dynamic environment and client requirements. We have gain breadth and depth of knowledge about the key issues in transaction advisory by advising and assisting a wide array of inorganic transactions.

We at Corporate Professionals offers integrated, objective advisory services to help you to explore and evaluate opportunities, implement your transactions more efficiently and accomplish your strategic goals. We aim to create significant value for entrepreneur and companies by helping them execute the right strategy. Our expert team analyzes the transaction on different footing considering the short term as well as long term pros and cons and assists in exploring and executing the transaction in the best possible manner.

In the transaction advisory services, we cover the following:

Buy-Back Advisory

Delisting Advisory

ESOP Advisory

Corporate Restructuring

Joint Venture Advisory

Cross Border Restructuring

FOREX and Overseas Transactions

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TRANSACTION ADVISORY SERVICES

We recognize the importance of understanding a client’s industry, value drivers, growth opportunities and challenges peculiar to an industry. The industry experience of our team of professionals transcends a broad spectrum of industries:

Agri Trade Infrastructure & Real Estate

Alcohol & Breveries Iron & Steel

Asset Management IT

Auto & Auto Anciliaries Logistics

Process Outsourcing Media & Entertainment

Capital Market Intermediaries Mining, Minerals & Metals

Cement Oil and Gas

Ceramics Pharmacuiticals and Healthcare

Chemicals - Pesticides/Agrochemicals / Petrochemicals Power

Education Retail

Finance & Investments Telecommunication

FMCG Textile

Hospitality Paper and Paper Products

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INDUSTRY EDGE

Pavan Kumar Vijay (Managing Director)(FCS, LLB, M.Com)

Armed with Degree in Law and a Master Degree in Commerce, Mr. Pavan Kumar Vijay is a fellow member and was the youngest President of Institute of Company Secretary of India (ICSI). He has more than 20 Years experience of Capital Market & Financial Affairs. He specializes in Capital Markets Transactions, Corporate Restructuring, Financial Restructuring, Strategic Investment, Funds Planning & Arrangement, Business Valuation, Securities laws.

The Founder of Corporate Professionals Group, Mr. Vijay, before starting the Group, was the Managing Director of “BLB Limited”, a Leading Broking House in India. A great believer of use of technologies in professional services and creation of muti-disciplinary mega firm to provide one stop solution for all corporate needs, he is recognized for his out-of-box thinking and innovative approach. His approach is evident from various IT ventures of the Group including www.takeovercode.com and www.delisting.com. Recognizing the business acumen and innovative approach of Mr. Vijay, www.takeovercode.com has been awarded “TATA NEN Hottest Startups Award 2008”, for being the most innovative business model.

He is a distinguished speaker of various forums, seminars & media platforms, a faculty of various management institutions and regular writer of professional journals on Capital Market and Mergers & Acquisitions related issues and has also authored books such as “Depositories, Law, Practice & Procedures and Guide to Depositories”, “SEBI Takeover Code- Queries and Issues”, “SEBI Takeover Code – Open Offers”. He is also actively associated with the various professional institutes, chambers of commerce and councils and stock exchanges and Government bodies.

Dr. R. K. Agarwal (Director)(FCA, FCS, AICWA, LLB, M.Com, Ph. D)

Dr. R. K. Agarwal is an eminent name in the field of Corporate Taxation and Business Advisory Services, having more than 25 years of experience in the sphere. He is a Law graduate and fellow member of ICAI, ICSI, and ICWAL and has done Doctorate in Corporate Governance. Dr. Agarwal has diversified experience as a practicing Chartered Accountant in field of Financial Planning & Structuring, Auditing, Taxation, Corporate Restructuring, Transaction Advisory, Mergers & Amalgamations and Due Diligence. Dr. Agarwal started his carrier in the year 1985 and served big business houses in India as well as at International level. Besides being proficient in his fields of practice, he is a thoughtful leader and a research oriented person.

Owing to his deep knowledge, research orientation, command on subject and growth oriented commercial approach he has been severally recognized by Industry and Professional Institutions. He has held the position of Chairman of Northern India Regional council of ICSI and has been nominated as a Member of Accounting Standards Board of ICAI.

OUR PEOPLE

P Nagesh (Director)(B. Com, LLB)

Mr. P Nagesh is a renowned Corporate Lawyer with 20 years of experience in Corporate Law, advisory and litigation. He is enrolled as an advocate with the Bar Council of Delhi since 1988. Before starting his career as a litigation lawyer, he was in Industry for 8 years and gained adequate experience during his professional career. He is a research oriented person. His rich experience and expert knowledge has provided the company a strong support in the litigation field.

Dr. Rakesh Gupta(FCA, FCS, AICWA, LLB, PhD)

Awarded PhD in Corporate Governance and Business Ethics, Dr. Rakesh Gupta is a fellow member of Institute of Company Secretaries of India (ICSI), Institute of Chartered Accountants of India (ICAI), and Institute of Cost and Works Accountants of India (ICWAI)). He is a gold medalist law graduate and posses an experience of more than 20 years in practice as an advocate and has appeared in Income Tax Appellate Tribunal, High Courts and Supreme Court. He is consider to be an expert of direct taxes and is a speaker at various tax conferences/seminars.

Dr. Sanjeev Agarwal(FCA, FCS, FICSA, UK, M. Com, PhD)

An expert in indirect taxes, banking services and governance, Dr. Sanjiv Agarwal is a fellow member of Institute of Company Secretaries of India (ICSI), Institute of Chartered Accountants of India (ICAI) and Institute of Chartered Secretaries and Administrators UK (London). He has been awarded PhD from Faculty of Management, University of Rajasthan Jaipur on Corporate Governance. Dr. Agarwal has been on the board of State Bank of Bikaner (SBI Group), besides being a SEBI nominee on Board of Jaipur Stock Exchange. Having an experience of more than 25 years, Dr. Agarwal is considered as an expert in Corporate Governance and Taxation. He has authored various books on Corporate Laws, Corporate Governance, Capital Market, Financial Services, Service tax and Accounting Standards.

OUR TEAM

Mr. Ashwini Taneja(FCA, ACS, AICWA, DISA, LLB)

A multi-disciplinary professional, Mr. Ashwini Taneja is a law graduate and member of Institute of Company Secretaries of India (ICSI), Institute of Chartered Accountants of India (ICAI), and Institute of Cost and Works Accountants of India (ICWAI). With an experience of more than 15 years, he has a strong focus on Appellate side of Income Tax Law, appearing before Income Tax Appellate Tribunal, High Court and Supreme Court. He is a regular interviewee for Income Tax related issues on various news channels like Star News, Zee News, Zee Business, Aaj Tak etc.

Yogesh Kumar Gupta (Director)(FCS, FICWA, PGDFM, DIM, LIII)

Mr. Yogesh Gupta, a strong support and back bone of Corporate Professionals, has 21 years of rich experience in the field of finance, Project financing and Debt Restructuring. He is the fellow member of Institute of Company Secretaries of India (ICSI) and Institute of Cost and Works Accountants of India (ICWAI). He also holds post graduate diploma in Financial Management. During his professional career, he has served management position in various listed companies and is presently a director in Corporate Professionals Capital Private Limited, handling corporate debt funding ,private equity, venture capital needs etc. He was the Chairman of Northern India Regional Council of ICSI in 2004. Mr. Gupta has expertise and specialisation in Funding and Private Equity Deals. He is well connected to various banks, financial institutions and venture funds.