Investment Banking Profile

Introduction to Lodha Capital Markets

A leading boutique investment bank offering corporate financial advisory services with several
decades of experience across mid-sized and large businesses. Services offered include:
M&A/ joint venture advisory
Capital raising (private equity advisory)
Valuations, restructuring, etc.
A sector agnostic investment bank with vast experience in manufacturing, retail, consumer
products & services, technology, business services, media, etc.
Ranked as Indias 6
th
Most Active Financial Advisor for Private Equity for CY 2013
and 6
th
Most Active Financial Advisor for M&A for CY 2012 as per Venture
Intelligences League Tables

2
Well positioned to cater to mid-market investment banking needs
Comprehensive Transaction Offerings
3
Transaction Services
Mergers &
Acquisitions
PE/VC
Capital
Raising
Joint
Ventures
Advisory Services
Valuations
Corporate
Restructuring
Business
Analysis and
Modelling
Due Diligence
Reviews
Transaction Process
4
Planning &
preparation stage
Information gathering
Get a better understanding of the business
Building a credible business case/ understanding acquisition criteria
Preparing investor presentation and business plan
Identifying key transaction issues and finalizing transaction strategy
Approaching
potential
investors/ targets
Identifying potential investors/ targets and approach them
Initial discussions
Share/ receive investor presentation, business plan and other information
Management meetings, plant visits, etc.
Negotiation &
signing term sheet
Negotiation of valuation and other key terms with interested investors/ targets
Final selection of the investor/ target
Signing of non-binding term sheet/ MOU/ LOI
Due Diligence,
Final Negotiation &
Closing
DD preparation and managing the DD process
Negotiation and finalization of definitive agreements
Transaction structuring
Deal closure involving completing certain conditions post which funds are received from
the investor/ consideration is paid to the target
Select Clients
5
Advantage
6
Domain Expertise
Manufacturing
Retail & Consumer
Healthcare
Services
Technology & Media
Cross Border
Experience
M&A
JV
Entry
Approval

One-Stop Financial
Services
Corporate Finance
Management
Consulting
Assurance and
Accounting
Extensive
Experience
Ranked as Indias 6th Most Active Financial Advisor for Private Equity for CY 2013 and
6th Most Active Financial Advisor for M&A for CY 2012 as per Venture Intelligences
League Tables
Specialise in mid-market deals
Advisors You
Can Trust
Strong repeat business
Frequent referrals and excellent client testimonials including from clients where we had failed deals
Partner attention to all transactions; each deal is important to us
Enjoy the confidence of several mid-sized corporates and PE funds to represent them as their
advisors
Loyal towards the client and not the transaction
Strong
Transaction
Preparation and
Execution
Capabilities

Ability to help the client present a credible and compelling business case to investors and thereby
maximise valuation
Given our mid-market focus, we have the ability to understand the mindset of promoters of small to
mid-sized companies and addressing their concerns appropriately
Anticipate potential challenges in a transaction and suggest workable solutions
Wide Investor
Access
Access to most of the PE/ VC funds including certain obscure investors that are not typically on the
radar of other bankers
Seasoned Team

Team comprises seasoned professionals having strong academic and professional credentials with
significant experience
Why Us?
7
1
3
2
Extensive Experience
8
Leading boutique investment bank with experience across sectors
Private equity investment from
Rs. 750 mn
Sale of majority stake to
Undisclosed amount
Strategic investment in a new
restaurant venture by
erstwhile co-founder of the
Punjab Grill restaurant chain
Undisclosed amount
Strategic investment in
Impresario owner of popular
coffee and fine dine brands
like
Rs. 400 mn
Assisted in identifying,
evaluating and partnering
(MFA) with
Strategic investment from
KOWEPO (part of KEPCO, $ 39
bn South Korean Power Co.)
Sale of GP Goenkas
controlling stake in Andhra
Cements to
(Pioneer Gas Power Ltd)
Rs. 2,330 mn Rs. 2,340 mn
Acquisition of 85% stake in
Poland based
Rs. 1,250 mn
(popular global dim sum
restaurant chain)
1
9
Leading boutique investment bank with experience across sectors
Minority stake sale to USD 2.5
bn
Acquisition of minority stake in
Tempra Inc., USA based
packaging company
Undisclosed amount Undisclosed amount
Acquisition of 26% stake in
Undisclosed amount
Acquired by
Undisclosed amount
Acquisition of 51% stake in
L&T Infocity Infrastructure
Ltd
Undisclosed amount
Sale to Parker Hannifin, USA Sale of majority stake to WEB
18 Internet Arm of
Rs. 360 mn Rs. 900 mn
(Bigtree Entertainment)
Private equity investment from
Jawad Group:
India franchisee of
Rs. 500 mn
Extensive Experience
1
10
Leading boutique investment bank with experience across sectors
Acquisition of Shree Digvijay
Cement Co. Ltd.
Acquisition of assets of Pt.
Maspion Stainless Steel,
Indonesia
Acquisition of Owens
Brockway (India) Ltd.
Undisclosed amount Undisclosed amount
Undisclosed amount
Partner search for coffee shop
chain and advisory on
franchise arrangement with
Acquisition of Tulsipur Sugar
and one unit of Dhampur
Sugar
Acquisition of assets of
Conradty Group, Germany
Undisclosed amount Undisclosed amount
(Balrampur Chini Mills)
Extensive Experience
1
11
For someone who has never been able to understand the world of numbers (like most chefs), I
could not have done any better than to have Lodha on my side. LCM, besides being thorough
professionals in their fields, were rock solid partners all throughout the working of my acquisition
who saw to it that I was well covered, protected and fought genuinely to see that I got the best
possible deal. Post the deal, today, they are friends and are always around whenever I need their
advice or help. Without a doubt, I can say this, that I could not have been better
represented. Thank you guys.
Moshe Shek, Director - Moshe's Fine Foods Pvt. Ltd.
With Lodha, we were able to present our business case in an effective way to investors. We went
through many ups and downs during the fund raising process, but their persistence and
commitment eventually helped us find the right partner in the TV18 Group.
Ashish Hemrajani, Founder and CEO Bigtree Entertainment
Mirah Group has worked very closely with LCM over multiple transactions over the last few years.
LCM blends its in-depth F&B market knowledge with superior client service to deliver value to all
aspects of the transaction. I see them as dependable advisors willing to make relentless efforts to
achieve best results.
Gaurav Goenka, Director Mirah Group
This is the first acquisition for Rishabh and it was great to have Lodha as our advisors. They added
significant value and their knowledge and experience helped us successfully complete the
acquisition in a foreign land whilst dealing with government authorities. Their team has been
impeccable and we look forward to expanding our relationship with the firm.
Narendra Goliya, Promoter and MD Rishabh Instruments
2
Advisors You Can Trust
12
Jawad Group :
India franchisee of
We were very impressed with the way Lodha executed the deal. Their team is dedicated, focused
and very talented. They have deep understanding of the consumer space in India and were
instrumental in our successful fund raise.
R. Ramakrishnan, Group GM Jawad Business Group
Have found comfort and trust while working with Lodha. Their strong deal making experience was
very useful in strategising and executing our transaction with USD 2.5 bn Graham Packaging.
Puneet Deora, Director Graham Blowpack Pvt. Ltd.
Lodha executed the deal very efficiently and more importantly helped us get a value which was
way beyond our expectations.
Jimmy Marker, Owner Markwel Hose Industries
2
Advisors You Can Trust
13
Markwel was a family owned mid-sized business in operation for over two decades.
The promoters had spent a large part of their lives to establish the company as
Indias largest industrial hose manufacturer. Despite their strong understanding of
the business, the M&A environment was new to them and they were uncertain
about the deal process and its intricacies. We handheld them through the entire
transaction process and helped in:
Determining a fair value for their business
Presenting their business case in a professional manner to global giants such
as Eaton, Parker Hannifin, etc.
Bringing multiple buyers to the table and thereby creating the required deal
tension (price competition)
Negotiating the deal - price, terms, share purchase agreement, etc.
Designing and implementing a carve-out of a small business from the company
that the promoters wanted to continue to operate themselves and which was,
in any case, not relevant to the ultimate buyer

Lodha executed the deal very efficiently and more importantly helped us get a
value which was way beyond our expectations
Jimmy Marker, Promoter Markwel Hose Industries

Markwel Hose
Industries
Sale to
Parker Hannifin
Corporation, USA
Target: Markwel Hose Industries
Acquirer: Parker Hannifin Corp., USA
Year: 2005
Deal value: Rs. 1 bn
Stake: 100%
Type: Inbound M&A
Today, Markwel forms part of Parker Hannifins (USD 12.3 bn
group) successful Indian operations
3
Strong Transaction Preparation and Execution Capabilities:
Case studies
Sale of a Family Owned Business to a Global Giant
14
Om Pizza & Eats India is the master franchisee in India for Papa Johns Pizza
(worlds # 3 pizza chain), Chilis (leading casual dining chain) and The Great
Kabab Factory . It is promoted by Bahrain based Jawad Business Group
which is a USD 560 mn multi-brand franchisee company for over 60 retail
brands.

We were one of the few investment banks in India that recognised the
potential of the organized restaurant business in India and helped Om Pizza
to raise growth capital from TVS Shriram Growth Fund. Our involvement
ranged from evolving transaction strategy, preparing investment collateral for
investors, approaching investors, assistance in negotiations, restructuring
and deal closure. Important value additions were :
Helping reshape the business strategy and operating model

Target: Om Pizza & Eats
Acquirer: TVS Capital
Year: 2010
Investment: Rs. 500 mn
Stake: Minority
Type: Growth Capital
Large format stores for QSR Pizza
category
Fewer stores
Profit visibility not clearly evident
Smaller size stores with focus on
delivery
Aggressive roll out
Clear path to profitability
Original plan Our inputs
Investment of Rs. 500 mn
by
India franchisee of
3
Strong Transaction Preparation and Execution Capabilities:
Case studies
Raised Growth Capital for Indian Master Franchisee of Papa Johns Pizza (Worlds # 3 pizza
chain) (1/2)
15
Preparing a compelling business case and presenting to investors
Negotiating the deal - valuation, terms, definitive agreement, etc.
Assisted in designing and implementing a challenging restructuring exercise
critical to deal closure
Restaurant business of Om Pizza was housed under different companies.
The investor required consolidation of all the restaurant business under Om
Pizza as a condition precedent for making the investment
Given that the restructuring was required to be speedy, tax efficient, FEMA
compliant, etc. it was a very challenging restructuring exercise. We
eventually helped build and implement a design that met the above
objectives and was to the satisfaction of the investor
Guiding them through the legal and financial due diligence process

"We were very impressed with the way Lodha executed the deal. Their team is
dedicated, focused and very talented. They have deep understanding of the
consumer space in India and were instrumental in our successful fund raise.
R. Ramakrishnan, Group General Manger - Jawad Business Group

Target: Om Pizza & Eats
Acquirer: TVS Capital
Year: 2010
Investment: Rs. 500 mn
Stake: Minority
Type: Growth Capital
Investment of Rs. 500 mn
by
India franchisee of
3
Strong Transaction Preparation and Execution Capabilities:
Case studies
Raised Growth Capital for Indian Master Franchisee of Papa Johns Pizza (Worlds # 3 pizza
chain) (2/2)
16
Indias leading electrical and electronic instrumentation player Rishabh Instruments
Pvt Ltd., based in Nashik, acquired 85% in Lumel S.A. Lumel is one of the leaders
in the European market in the manufacture of industrial automation equipment
and aluminium pressure castings. It is among the top 3 players in the industrial
automation equipment market in Poland with a ~20% market share. It clocked
revenues of USD 27 mn for calendar year 2010.
We advised Rishabh on the entire transaction starting from initiating dialogues
with the Polish Ministry of Treasury to preparation of binding bid, negotiating the
definitive agreement, negotiating with existing lenders in Lumel, raising acquisition
finance, transaction structuring and closing the deal. Key tasks included:
Creating a business plan for Lumel based on Rishabhs vision for the company
Evaluating the business plan, synergies and risks to arrive at the valuation
Working out a competitive binding bid
Negotiating the price, deal terms and share purchase agreement with the
Polish government
Advising on implications of rights and obligations (of Rishabh and the Polish
government) contained under the share purchase agreement and suggesting
alternative solutions
Assisting in designing an efficient transaction structure
Negotiating a social package with the trade unions and handling political
sensitivities around employee-related issues
Negotiating with existing lenders of Lumel to continue with the loan and
arranging acquisition finance


Target: Lumel S.A (owned by
Polish Government)
Acquirer: Rishabh Instruments
Year: 2011
Deal
value:
Rs. 1,250 mn (EV)
Stake: 85%
Type: Outbound M&A
Advisors to Rishabh for
acquisition of 85% stake in
Poland based Lumel S.A in a
privatisation process

3
Strong Transaction Preparation and Execution Capabilities:
Case studies
Cross-Border Acquisition of a Poland Based Company (1/2)
17
Guiding the company through the legal, accounting and tax due diligence
review and advising them on implications of critical findings
Identifying professional firms for legal, accounting and tax services in Poland
It was a very challenging deal to execute given that:
We had to work out a competitive binding bid on the basis of very limited
information that was shared by the Polish Ministry of Treasury and negotiate
valuation and deal terms with them
We had to deal with the political sensitivities and employee issues that typically
arise in a privatization deal
It was difficult to convince the banks to fund the transaction because of the
relatively larger size of Lumel compared to Rishabh
This was an outbound M&A transaction that required a thorough understanding
of Indian and Polish regulations (foreign exchange, tax, etc.)

"This is the first acquisition for Rishabh and it was great to have Lodha as our
advisors. They added significant value and their knowledge and experience helped
us successfully complete the acquisition in a foreign land whilst dealing with
government authorities. Their team has been impeccable and we look forward to
expanding our relationship with the firm.
Narendra Goliya, Promoter and MD, Rishabh Instruments

Target: Lumel S.A (owned by
Polish Government)
Acquirer: Rishabh Instruments
Year: 2011
Deal
value:
Rs. 1,250 mn (EV)
Stake: 85%
Type: Outbound M&A
Advisors to Rishabh for
acquisition of 85% stake in
Poland based Lumel S.A in a
privatisation process

3
Strong Transaction Preparation and Execution Capabilities:
Case studies
Cross-Border Acquisition of a Poland Based Company (2/2)
18
Target: Bigtree Entertainment
(BookmyShow)
Acquirer: WEB 18 (Network 18 group)
Year: 2007
Investment: Rs. 360 mn
Stake: Not disclosed
Type: M&A - Portfolio investment by
strategic buyer, akin to Venture
Capital
Bigtree Entertainment (owner of www.BookmyShow.com) started as a movie
and entertainment ticketing company providing software, call centre, door
delivery options, cash collection services to multiplexes. Their business was
essentially driven on a cost plus model.
Its three founders had a vision to run an aggregator model that would
provide an online platform for booking movie tickets across multiplexes. It
was an untested and untried business model in India. We helped them raise
capital merely on the back of a business plan. We assisted them in:
Conceptualizing the business plan
Showcasing the deal to several venture capitalists and strategic investors
Obtaining offers from several potential investors, including Ticketmaster,
the world's leading live entertainment ticketing and marketing company
Evaluating the various offers and helping them finally negotiate and sign
up with WEB 18 the internet arm of Network 18
With Lodha, we were able to present our business case in an effective way
to investors. We went through many ups and downs during the fund raising
process, but their persistence and commitment eventually helped us find the
right partner in the TV18 Group.
Ashish Hemrajani, Founder and CEO Bigtree Entertainment


BookmyShow is the largest ticketing website in India. It
has also won the ET Excellence Award (2012-13) in the
Startup of the Year category
Bigtree
Entertainment
Advisors for sale of majority
stake to WEB 18 Internet
arm of
3
Strong Transaction Preparation and Execution Capabilities:
Case studies
Fund Raising for a Venture which is now Indias Largest Online Ticketing Company,
www.BookmyShow.com
Thank You