Anova corporate services Company Profile 2017

Anova Corporate Services Leader in Merger and Acquisitions firm in Chennai, India.
Corporate Services firm Helps businesses on Fundraising, Refinancing areas.

1. ANOVA]

REVITALIZE YOUR BUSINESS

ANOVA Corporate Services Pvt. Ltd.

Investment Banking 8. Advisory Firm

Company Profile
October 2017

2. An Overview

+ ANOVA, established in 2013, is a Chennai-based Investment Banking & Advisory firm that provides value-added services to Corporates (including Starts-ups),
both in India and Internationally.

Being a Sector-Agnostic firm, ANOVA has completed assignments in various segments such as Manufacturing (including Ancillary), FMCG, Medical Devices,

Personal Care, Fine/Fashion Jewellery, Luxury Brands, Apparels, IT & ITeS, Healthcare, Hospitality, Retail, Internet of Things, eCommerce, Agriculture,
etc.

Service Offerings Select Clientele

Y MBA Advisory Y Financial Modelling needle CX thread se

isi à @ =
Y Fundraising i 3

¥ Investment Memorandum / Pitch Deck BRONNLEY
Preparation JACK RUSSELL
Y Valuation Advisory E, PARIS
Y Due Diligence (Vendor DD & DD Y A x ON ONIS
Preparedness) Praftlog Lol Terre Sheet Xaver Laurent emo

3. M&A Advisory Services

ANOVA specializes in Mergers & Acquisitions and provides an end-to-end solution to its cients, right from their decision to invest / divest, through the complex
commercial framework of he transaction (including structuring, negotiation & compliances), il he preparation and signing of relevant chartertransaction documents,

Given our experience with domestic and cross border deal structures, ANOVA can arrive at possible effective options to maximise value creation for cients and provide

strategic support on pre-transition and post-transition matters.

We work closely wit the clients during the process and also liaise with advisors on the buyer / seller side to ensure smooth closure and transition

Buy-side Advisory Sell-side Advisory Refinancing & Restructuring

SNK N88

SKK KN

Understand investment objectives and goals
Company and market research for analysis
Preliminary analysis of IM and Teaser

‘Analyse the pros and cons of the investment
Analyse financial data for risks and opportunities

Draw prelminary financial modeling, retums
model & valuation

Letter of intent and pre-deal conditions
Financial due diligence

Co-ordination on Tax and Legal

Firm up purchase price allocation & other terms
Legal documentation & closing

Sn On OO SK OK SK KO

Formulate divestment / sales strategy

Valuation and pricing

Prepare, Teaser and necessary sales documents
Management presentations

Evaluate and review initial interest, letters of intent
Prepare and manage the data room documents
Financial / Vendor due diligence

Co-ordination on Tax and Legal

Firm up seling price and other terms & conditions

Legal documentation and closing

SSRN

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Y Refinancing expensive funds with low cost
leverage funds

Refinancing with senior debt
Financial models with sensitivities for bankers
Presentations to bankers for funding
Coordination with fnancial advisors

Setting up of covenants

Negotiation with bankers for favorable currency
spit, if applicable

Analyze debt funds and advise management on
various hedging strategies

4. Fundraising & Valuation Advisory

= ANOVA assists with Fundraising services required to support not only the initial capital
requirements but also the growth strategies.

* The team interacts closely with PE / VC, HNI investors on an on-going basis and have a good
understanding of their culture, functioning, investment philosophy and preferences which help
facilitate the most appropriate investor-company ft, thus delivering the best value.

= On the debt side, we arrange funding including banking, capital market, asset-based lending,
securitisation, project debt, senior debt, mezzanine financing, raising debt to finance LBO's or
MBOS, acquisition financing and recapitalisaions.

ANOVAS Fundraising services broadly include:

Y” Preparation of a compeling Pitch Deck / Information Memorandum on the business to be
presented to potential investors to evince their interest for fundraising

Y Provide Teasers on no-name basis (without revealing client names) to the potential investors to
gauge their interest in the opportunity before revealing further information.

Y” Assistance with fundraising from an appropriate source through our extensive network of
Venture Capital / HNI/ Strategic Partner,

vu

e with Investors and the Management.

= ANOVA offers independent advisory to Corporate board of
directors to help them determine the right price to pay or
accept for a business

= We help evaluate shareholder value for stakeholders by
providing comparatives such as P/E, EBIT, EBITDA, RoE, Cash
flow mutiples, to the extent possible besides identifying the
business synergies.

Valuation Services broadly include:

y” Business Valuation for Corporates including Start-ups for the
purpose of Fundraising, Strategic investment tie-ups or Sale of
business;

Y Valuations of Intangible Assets (IPR Valuation using Relief
from Royalty Method) to assistin fundraising, financial reporting
purposes or intemal strategic decision making as well as from
taxation perspective, as appropriate

5. Due Diligence Support

= Due Diligence (DD) services focuses on the most critical elements of transactions for Corporates and Investors. ANOVA provides DD 8 VDD (Vendor Due
Diligence) services with the intent of maximising value, minimising disruption and avoiding late surprises through the disposal process

= ANOVA also assists with DD Preparedness for its Clients, with the aim of providing an end-to-end assistance for M&A / Fundraising Advisory.

ue Diligence Services

Y Identifying & quantifying industry including dealspecific risks as well as
opportunities;

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Evaluating quality and reasonableness of Historical & Projected Eamings and
Cash Flows;

Y Assessing quality of Assets,
¥ Identifying hidden Costs, Commitments and Contingencies;

¥ Identifying and quantifying Tax exposures, as appropriate

¥ Identifying and quantifying Liabiltes that can be deal breakers,
Y

Highlighting issues likely to lead to purchase price adjustments including financial
abnormalities that skew eamings, understanding normalized EBITDA by
identifying unusual or non-recurring transactions, immediate capex and working
capital requirements;

¥ Disparity in accounting principles and quality of financial information; and

Y Possible lax in Intemal Controls, Transparency & Corporate Governance
Standards.

SANK OK

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je Diligence Preparedness

Review of historic financials including relevant schedules

Comparative Analysis with budgets / forecasts / actuals, highlighting identiied
variances

Revenue and Cost analysis by Product / Customer / Region as well as from New
Products / Services.

Review of the Balance Sheet items, especialy, Intangibles, Working Capital
requirements, etc. and highlight the key notes,

Review of Financial Projection prepared by the Management
Periodic updates of the financials
Maintaining confidentiality with the employees on the transaction

Assisting the Entrepreneur to provide / email relevant information to the potential
investor(s), as appropriate

Preparing Indicative Valuation based on the financial projection as well as
collating relevant funding transaction through our secondary research to support
the same.

6. Select Transactions Across Services

7. Sel

HELICORD®

oo
\o/

I-side Advisory to Helicord Transmissions

|

June 2016

Y

Review and preparation of the historic financials and highlighted the key
‘comments

Periodic discussion with the Promoter on the strategy for divestment
Coordinated with other departments such as Manufacturing, R&D,
Purchase, Sales team on timely delivery of reports.

Coordinated with Statutory auditor on finalization/presentation of financial
statement, as well as with Company Secretary for filing of appropriate
retums with RoC

Due Diligence Preparedness - created and maintained DD documents in
a Data room.

Coordinated with KPMG on Financial Due Diligence and Mehta &
Padamsey on Legal Due Diligence

Review of Share Purchase Agreement, Shareholders’ Agreement and
Service Agreement

Mentoring the finance team on successful completion of he transaction

End-to-end assistance for divestment of majority stake of Helicord Transmissions, India to
Megadyne Group, an Italian major a manufacturing company

THE TIMES OF INDIA

Megadyne Group acquires majority stake in Helicord

applications has aoqured a majriy ske in Chennar based Halo Transm sions for an undisclosed sum as part

cimtatore tay based agate SpA a leading mendacture o rei pojuretane bes orindustial
fie srategiemone to stengtenits presence inthe an mat

Helix Transm sion, wich has evenves of about 25 core, speialisesin the manufacturing of power transmission bes,
“This represents an opportnaytocrate a ne andfomidble range o produ: which wil e comire with Megadmes
‘ovminiematcnl dst bution network to further aceleate he roth’ sid Prabhakar Jon Dri managing director
alor Dura vil onu to star the operators of Here

cord as advised by ANOVA Corporate Services Chema based mergers end acquistons advsoy fim. Tiss a good
strates move forHeicor he sad AcdngHelcords capable al futher amplify

Negacyne's poslinin asthe wok premier industrial power transmision ets company, sed Chandrashekar Kuppe,
founder director, ANOYA Corporate Services,

8. Select Transactions Across Services

AN
„a, CONFIDENTIAL eme CONFIDENTIAL

November 2015 March 2017 May 2017 May 2017

A Company into producing UAE based company into A Hypermarket & Grocery Online Fashion Jewellery

Hybrid Seeds in India personal care segment Chain in UAE and Oman Company in India

Y Preparation of Information

Y Preparation of Information emorandim Y Preparation of Information
Memorandum Vi Feed Memorandum
a Review of Financial Model
Y Financial Model including Valuation for Strategic Y Financial Model

Buyout Y Business Valuation for Strategic

Y Business Valuation Investment purposes

Business Valuation
¥ Identifying / Negotiation with
y Liaise with potential Investors for pi Nowe Y Liaise with potential Investors for
potential Buyers
Fundraising Fundraising
Y Due Diligence Preparedness

9. Select Transactions Across Services (conta...)

needle & thread ES Darnini ONUS
December 2014 November 2015 September 2015 August 2016

Indian subsidiary of a London-

A Chain of Fashion Jewellery Y A company in small payment 4 A well-known South Indian

based British contemporary ns

clothing design brand

segments in India Restaurant

Y Assistance with financial due
Y Preparation of Information

diigence
; Memorandum Y Preparation of Information Y Assistance with Business Plan
Review of business plan prepared Memorandı for joint venture in UAE
D corp + Financial Model including ho BETEN
indicative Valuation for the Y Reviewiremodel of the Business Y. Financial Model including
Review of business process and purpose of Divestment Plan indicative Valuation
controls
Identifying / Negotiation with Valuation for Fundraising
Y Review of legalcommercial potential Buyers

agreements

10. Select Transactions Across Services (conta...

CONFIDENTIAL

JACK RUSSELL

PARIS

CONFIDENTIAL

May 2016

A Med-tech company in India

providing solutions for image-

guided Interventional
procedures in the Oncology
and Pain care space.

Review of Financial Model
Company Valuation
Investment Negotiation

Transaction Structuring

SOS OS KK

Term Sheet preparation

June 2014

A Luxury Leather bags
business in France

Y Assistance with Financial Model

Y Transaction Advisory for equity
investment with majority stake

January 2016

A Credit rating App that
determines the credit

worthiness of an Individual
based on their digital
footprints on Social Media

Y Review of Financial Model

Y Company Valuation for Equity
dilution

April 2016

A business in the Fabless
Semi-Conductors space

suppling cost-effective
Cognitive SDR Chipsets &
White Space Network Modules

Y Transaction Structuring for
Fundraising

y Term Sheet preparation

Anova]

11. ANOVA Team

12. 12

Founder Profile

Chandrashekar Kupperi is a Chartered Accountant, Cost
Accountant and a Company Secretary by qualification. He is a
Rank Holder & Medalist in both ICAI and ICWAI and an MBA from
Bharathidasan University. He has also completed a Senior
Management Certification programme from IIM, Calcutta

He is a Fellow Member of Institute of Public Accountants, Australia,
(FIPA), Certified Management Accountant from The Institute of
Certified Management Accountants, USA (CMA) and Member of
the Chartered Institute for Securities & Investment, UK (MCSI)

Shekar, as he is known in his circle, has 18+ years of work experience, and his most recent
stint was as Group Finance Director with Lomamead Group, a UK based multinational in
the FMCG space which owned wellknown personal care brands such as Yardley of
London, Finesse, etc. His prior stints include various finance and audit positions with MNCs
such as ExxonMobil, KPMG and Henkel India

His expertise is with M&A advisory matters, besides strong exposure to financial analysis,
audit and accounting matters, trademarks management as well as ‘controls’ environment.

During his stint with Lomamead Group, he has handled many acquisitions as well as
divestments, besides re-structuring and re-financing transactions in North America and
Europe. In India, he was involved with divestment of Yardley brand to Wipro Consumer
Care, and Tura Brand to Godrej Consumer Care.

He is a non-executive director in medium size companies, both in India and abroad

Past Experience:

+ Shekar has lead / been part of over 11 Acquisitions and 4 Divestments in
the past, including 100% divestment of Lornamead Group to Hong Kong-
based consumer goods group Li & Fung for $190 million.

= Other key transactions include:

«+ Acquisitions: (CD, Yardley, Finesse, Witch & Simple bar soap)

D YARDLEY FINESSE | Simple

Sm we

«+ Divestments: (Tura” in Africa acquired by Godrej and “Yardley’ in
the Middle East, Asia, Australasia and certain parts of Africa

acquired by Wipro) as
ES woe

+ Restructuring / Refinancing with:

2 GE Capital
OCHZIFF @ ccoo

pS

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13. 1

Team Profile

a

Narmadha Chandrashekar

Narmadha transitioned as an entrepreneur from being a ful-fledged software professional for the love of business, She holds an MCA
from the University of Madras and after a 7 year stint in software, studied MBA in Finance and Financial Services at Chennai Business
School to change lanes and get into business. She immensely enjoys working with new clients and is the Head of Business
Development at ANOVA.

Govindarajan

Govind has been with ANOVA since January 2013, and is actively involved with MBA projects, Virtual CFO Services besides managing
its day to day operations. Before joining ANOVA, he worked with Lomamead Group, where he gained extensive knowledge and
experience in Management accounting, Group consoldation, Statutory audit and Financial analysis

He has also worked with various industries such as Banking, Personal care, Healthcare and IT with 7+ years in Finance and Accounts,
Auditing, Operations ete. He holds MBA in Finance from the Central University

Ritika Varyani
Ritka has been with ANOVA since August 2015 and is actively involved with MBA Projects, Valuation exercises, Market & Industry
analysis, Pitch Deck & Business Plan preparation, eto. She has worked with Deloitte for 2 years in the area of Enterprise Risk

Management and Intemal Audit. She completed PGDM in Finance & Marketing with specialization in Intemational Business from MIME
(JG), Bengaluru

14. Accreditations & Awards

The Secret Weapon Award

Shekar Kupperi

“Identifying the Optimal Capital Raising
Scheme for SMEs" - The Guild
Chandrashekar Kupperi moderating the
Panel discussion during SME Futures Event
‘on SME Finance: The Engine for Growth

Chandrashekar Kupperi, a panelist atthe Cll
MSME CEO SUMMIT 2017 held at Hotel

ontbuton during the divestment of Lomamead Group ¿yyy on Honey Mater wr MSMES +"

to Li Fung by presenting ‘The Secret Weapon’ award.

category) at 13th National Awards for

First Award under Services (SME |
Excellence in Cost Management

7
ig
ne]
mle

Certificate of Recognition awarded by National Conference on
Recognized by Insights Success Magazine as Sustainable Development Goals (MSSW) for outstanding contribution in
14 “The 10 Fastest Growing Consulting Companies’ the field of Corporate Services.

15. Client Testimonials

CEO, A UK based fabric technology
company, England

We engaged Chandrashekar Kupper and his fim,
ANOVA Corporate Services Private Limited, around
(October 2013 to camy out financial analysis of our
business. We were very pleased with their abit to
refine data provided, add their insights and provide
‘meaningful analysis

We continue to engage with them on other business
matters. We would recommend Chandrashekar
Kupper and his team without reservation. They have
‘excellent analyical skils with a good commercial
sense and bottomline orientation,

Managing Director, A British soap and
toiletries company, England

‘We were pleased to engage Chandrashekar Kupper
and his fim. ANOVA Corporate Services Private
Limites, during February 2013 on a short assignment
to analyze certain financial data of a paricular
business segment Their work has been valuable to
us.

We have also recenty engaged them on another
Project which is of significant importance,
CChandrashekar Kupper is reliable, methodical, and
has the right experience, and | am happy to
recommend him and his fim, ANOVA Corporate
Services Private Limited, who give an awful lot of

themselves to every project! Y

Managing Director, An Indian Auto Ancillary manufacturing company, Chennai

1 have known Chandrashekar Kupper of ANOVA Corporate Services Private Limited since January 2014.
(Our work with Chandrashekar Kupper and his team started around February 2014 and was aimed to help
us be prepared for a financial due dligence exercise by a renowned Accounting fm and legal due digence

bya leading Law fm.

We were delighted to work with him and his team as they had in-depth process knowledge which not only
resulted in understanding our situation but also helped us identify various parameters and metrics to
demonstrate our postion as well as take remedial measures. Their concerted efforts exceeded our
expectations in terms of process precision, cost optimization and the prompiness with which we
accomplished our goals. We highly recommend Chandrashekar Kupperi and ANOVA corporate Services

Private Limited, and we wish them the very best

Co-Founder & Director Operations, An Indian
company into small payments.

“ANOVA has provided excelent services in relation
to the business plan preparation and valuation
exercise for my company. The ANOVA team
demonstrated absolute professionalism. Their deep
die approach, analyteal and number crunching
Sklsels are commendable.

The team put our business plan into a succinct
format t relate wit the investors, We found Shekar
very thoughtful and responsive to our needs and
easy to work with. | highly recommend the fim and
hope our pats cross again soon.”

Managing Director, A UK based fragrances
company, England

My first interactions. with Chandrashekar Kupperi
stated in September 2012 when he had come
across to the UK to evaluate a business proposition.

Since then, | have been interacting wih him on a
number of occasions, and engaged his business,
ANOVA Corporate Services private Limited, on
couple of business mates. Chandrashekar Kupper
has continously impressed me with his expertise,
accountability and trustworthiness. 1 would
recommend Chandrashekar Kuppert and ANOVA
Corporate services Private Limited, and wish him
and his team a great success

CEO, A UK based company in hand-embellished dresses, London
Given the need to spend my time on operational matters | needed help with managing ts growth

company’s financial information

but | was wary of delegating any administrative responsbities and concerned with sharing the

We started working with Chandrashekar Kupperi and his fm, ANOVA Corporate Services

private Limited since January 2015, and certainly their professionalism and credibility calmed
any fears that | may have had in outsourcing certain financial functions. Their proficiency and
experience has been unsurpassed, Working with ANOVA has afforded me access to a team
skilled in financial analysis, accounting matters and intemal controls, as well as the abilty to
doliberate ideas on strategic aspects, as required.

16. Appendix:
All Transactions

17. All Transactions: M&A & Corporate Finance ANOVA

May 2017 May 2017 March 2017 February 2017 January 2017 || December 2016 December 2016
Online Fashion | Hypermarket/ J UAE based company} Abusiness into A Indian Manufacturer | A company into
Jewellery Grocery Chain in | into personal care | producing Agro RE y of Printing healthcare products
Company in India | UAE and Oman segment products in India Consumables in India
Preparation ofIM®& as Valuation fr RE Of Information Preparation of Information Preparation of Information Assistance with review of
financial model Gene imosimon Memorandum & Financial Memorandum, Financial Assistance with IPR | Memorandum, Financial. Information Memorandum
including valuation for E Model including Valuation Model & business Valuation Model and business and Financial Model for
funding basinal for strategic buyout Valuation for funding Valuation funding
October 2016 August 2016 July 2016 June 2016 June 2016 May 2016 April 2016

A business int A well-k -establi i i i
usiness into wellknown | Aweltestablished |, anuractuing A company in Acompany in Acompany in

hospitality segment | South Indian | hospital in South "nn | healthcare analytics | ‘Connected Home’ | robotics healthcare
ais à company in India aoe
in India Restaurant India segment segment in India segment

Preparation of Information End-to-end assistance for Assistance with Assistance with
Assistance with Assistance with financial a
Memorandum, Financial divestment of majority reviewhevisit the Assistance with due review/revisit the
business plan forjoint due-diligence for
Model & Business stake to Megadyne, an business plan, and diligence for funding | business plan, and

venture in UAE acquisition

Valuation Italian major Valuation for funding Valuation for funding

17

18. All Transactions: M&A & Corporate Finance ANOVA

February 2016

April 2016 March 2016 March 2016 February 2016 January 2016

A UK company An auto component A flame proof devices A company in
UK based company company |} KPO company in po Libis ja
In fashion specializing in ke manufacturing manufacturing Electric Bikes
womenswear |} Volumizing Lip Serum company in India company in India segment
Kanne di à Assistance with Assistance win due SENS wt nancial Preparation of
Assistance with financial pes eae Vento preparing Teaser and = an panes) due diigence as wellas Information Memorandum
due diligence and fan for Joint Venture business valuation for verte Tees structuring of the and business valuation
Valuation for funding purposes divestment purpose Purpose: transaction for acquisition for funding
December 2015 November 2015 November 2015 October 2015 September 2015 September 2015
Acompanyin | Acompany inNail | Anindiancompanyin | A company in small
A Retail aggregator | A company in hybrid ee era ET Bene
gel a ‘hybrid | fashion jewellery | lacquer & cosmetic to Engineering payment segments in
company in India | seed industry in India ones ° ) :
in India segment in UK Management Services India
Assistance with Assistance with financial Preparation of Assistance wilh financial due- Assistance with Information
reviewkemodel of the modeling, Information Information Assistance with inancial dligence as well as Memorandum, review /
business plan and Memorandum, and business Memorandum forthe due-dilgence for funding structuring ofthe transaction remodel of business plan

Valuation for funding valuation for funding purpose of Divestment for majority stake and valuation for funding

18

19. All Transactions: M&A & Corporate Finance

SAY,

September 2015

A healthcare
company foray into
EHR segment in US

Assistance with
Information Memorandum
and business valuation
for funding

July 2015

A company in
telecom industry in
the US

Assistance with financial
due-diigence as well as

May 2015

A company in Home &
Facility Management
Services in India

Assistance with business
plan and valuation for

May 2015

UK based company
in Personal Care
business

Assistance with Teaser
and limited Information
Memorandum for
divestment purpose

December 2014

UK based company in
hand-embellished
dresses for women

Assistance with financial
due diigence and review of
legallcommercial
agreements.

August 2014

À company in female

luxury and premium
lingerie in France

Assistance with financial
due diligence

July 2014

A manufacturing
company in India

Assistance with
financial due diligence
as well as structuring
of the transaction

19

structuring of the
transaction for buyout funding
June 2014
Acompany in
aed An Tes
Luxury leather onan
; company in India
bags in France
Assistance with Assistance with
financial modeling and financial modeling
‘equity investment with and business
valuation

majority stake

February 2014

A manufacturing
company in India

Assistance with due
diligence for joint
venture purposes

December 2013 August 2013

Designer of Fine
Jewellery and
Silverware in UK

Reputed Salon
SPA in the UK

Assistance with due
diligence for an
equity investment

Assistance with
financial modeling for
joint venture purposes

February 2013

UK based company
in Personal Care
business

Assistance with
financial modeling and
introducing the product

in Indian market

20. SAY,

All Transactions: Financial BPO Services AA

April 2017 June 2015 June 2015 April 2015

A Personal care products A company in India A designer hand-embellished | A designer hand-embellished

company in India in Education segment dress company in India dress company in India

Assistance with incorporation of the Assistance with incorporation of the

Indian entity as a wholly owned Assistance with incorporation of a Indian entity as a wholly owned
Assistance with service agreement
subsidiary of UK parent company New Firm and applicable statutory subsidiary of UK parent company and kei snnles
and applicable statutory registrations applicable statutory registrations EDEN
registrations including FDI norms
March 2015 February 2015 November 2014 June 2014
A company in Luxury leather UK based company in hand- UK based Holding/Investment _.
> Ba E An IT company in India
bags in France embellished dresses company
Assistance with review/preparation of Assistance with review/preparation Assistance with maintaining books of iia toto ot
financials, monitoring cash flows of financials, monitoring cash flows accounts, coordinate on “¿Nano and applicable
dically and f controls
periodically and review of con periodically and review of controls VAT/Oorporation Tax filing, MIS reports cinch Sera

environment environment and budget preparation/review

21. AN OVA]

REVITALIZE YOUR BUSINE

[TM

For queries, please contact
Chandrashekar Kupperi [phone]
shekarQanovacorporate.co.in

ANOVA Corporate Services Pvt Ltd.,
No. 13-B, 18! Floor, 11" Avenue,

Ashok Nagar, Chennai -600 083.
Phone: [phone]