India WatchISSUE 29 JULY 2015

In association with

Welcome to the Summer edition of Grant Thornton’s India Watch, in association with the London Stock Exchange.

world, but there is still a lot that needs to be done to calm the frayed nerves of Indian businesses and foreign investors. Fast-paced reforms and further measures aimed at improving the business environment for overseas businesses will be key to future economic success.

One important aspect of the Indian economic landscape is outsourcing and our latest survey, Outsourcing: Beyond Technical Expertise, looks at some of the key factors in selecting a provider, based on the views of more than 2,500 businesses in 36 countries. The survey results reveal that cost isn’t the sole focus for companies when it comes to outsourcing and that factors such as reliability and trust are just as important. Indian businesses appear to fall into line with our global findings, with responses from India showing 57% of businesses put trust in the supplier first.

If you would like to discuss any of the matters arising in this issue or how Grant Thornton’s South Asia group can help you, please contact us.

Grant Thornton’s India Watch Small Cap Index fell even further, by 8.6%, in Q2 2015. This mirrors a 3.7% fall in the FTSE 100, but contrasts with a 4.8% increase in the FTSE AIM 100. On a more positive note, there are a number of Indian companies seeking an IPO over the next six months in a variety of sectors including hospitality, pharmaceuticals and power.

Indian M&A deal activity continues to gain momentum. The resurgence in the business environment witnessed last year has been maintained so far in 2015, with around 740 deals at close to US$23 billion, compared with 550 deals at around US$22 billion during 2014. Given the positive business sentiment and sustained deal activity through the first half of this year, we see 2015 as a big year for deal-making.

A growing Indian economy is also encouraging foreign direct investment (FDI), which increased 112% in April 2015. The economy grew by 7.3% in 2014-15, making India one of the fastest growing economies in the

Anuj Chande Partner, Corporate Finance and Head of South Asia GroupGrant Thornton UK LLPT +44 (0)20 7728 2133 E anuj.j.chande@uk.gt.com

Prashant MehraPartnerGrant Thornton India LLPT +91 124 4628 071E prashant.mehra@in.gt.com

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India Watch – Issue 29

Grant Thornton India Watch Small Cap Index falls further in Q2 remaining below the FTSE AIM 100

The continued decline in the Grant Thornton India Watch Small Cap Index, compared to other UK indices, was due mainly to falls in the share price of the sizeable Greenko Group plc and other smaller firms such as Jubilant Energy and Koovs plc. Despite this, we continue to see renewed interest in the India story, with a number of companies seeking an IPO over the next six to nine months in varying sectors, ranging from hospitality to pharmaceuticals to power.

Winners and losersIn a complete reversal to last quarter DQ Entertainment plc, the entertainment and distribution company, saw the biggest gain this quarter with a share price rise of 90.3%. DQ

announced that Corporate Computer Services purchased a 29.7% stake in the business and this is likely to be the main cause of the price rally from last quarter’s low.

Another turnaround from Q1 was Hardy Oil and Gas plc’s share price rising 17.8% in Q2. This in part may be due to the news that Hardy Oil and Reliance Industries Limited (RLI) have a draft farm-out agreement under review to buy out RLI’s 90% stake in a gas discovery block, GS-01, which lies off the Gujarat coast. However, the price rise may well have been tempered by the news that the Indian Government has decided to appeal an international tribunal ruling in favour of Hardy Oil, regarding a block that had previously been relinquished by the government over claims that the company had failed to declare the discovery commercially.

Source: Factset

The Grant Thornton India Watch Small Cap Index fell by 8.6% in Q2 2015, mirroring a 3.7% fall in the FTSE 100, but in contrast to a 4.8% increase in the FTSE AIM 100.

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July 2015

Mytrah Energy is an independent renewable energy provider with 543MW capacity across ten projects and six states. With ambitious plans to become a 1GW (1,000MW) company and a business partnership agreement signed with Suzlon Group to order turbines with a capacity of 1GW, the company’s shares have risen over Q2 by 24.2%. A 9% increase in share price in April, due to news that operating capacity had helped boost revenues by 37% in 2014, was a big contributor to Mytrah’s strong share performance. An additional 300MW capacity is under construction, two-thirds of which is set to be ready for the higher generating monsoon months. The 1GW plan, announced in April, is fully financed with the addition of a US$60 million non-convertible debenture. Despite a rise in finance costs, to US$14.5 million, broker Investec forecasts normalised pre-tax profits of US$15 million rising to US$28 million in 2016.

Jubilant Energy NV, a Dutch-based oil and gas exploration company, was the worst performing stock in Q2 2015. Its share price fell 66.7%, largely due to three extensive unsecured loan facilities issued to the company. These funding arrangements, which all have a tenor of seven years and carry an interest rate of 14% per annum, amount to a total of US$7.69 million. They have had a detrimental impact on the share price, with Jubilant stating the funding is to be used for debt servicing and to fund capital and operating expenditure.

Greenko Group plc had the second largest declining stock in Q2 2015, with a share price drop of 40.4%. Founded in 2004, Greenko operates in India’s emerging energy market and is a market-leading owner and operator of clean energy projects. One possible reason as to why Greenko’s share price has taken a hit is reportedly due to shareholders’ concerns over Greenko’s financing structure. However, the recent release of its latest annual report illustrated a fairly successful year, with reported revenue increasing 41.2% to US$100.2 million alongside an operational capacity growth of 45.6%. This subsequently led to a steady rise in the share price.

Similarly, Koovs plc, an online fashion retailer specialising in women’s clothing, saw its share price fall 37.9% from the previous quarter. Recent discussions over a fundraising exercise to cover rising marketing costs is the most likely cause of this falling share price. In the year to 31 March 2015, Koovs’ marketing costs were INR210 million (£2.1 million) greater than anticipated. However, Koovs is not the only fashion retailer experiencing a rise in marketing costs, with ASOS reportedly experiencing similar issues.

Country outlookIn lieu of the slightly disappointing FY2015/16 budget announced in February, the Reserve Bank of India has downgraded its aggregate growth forecasts by 0.1% to 7.8% for 2015/16. In spite of this, the government has been

Anuj ChandePartner, Corporate Finance and Head of South Asia GroupGrant Thornton UK LLPT +44 (0)20 7728 2133 E anuj.j.chande@uk.gt.com

making the right noises about future investment in the technology sector to build what the finance minister is calling “Digital India”. This initiative, together with continued plans for infrastructure investment and the ongoing low price of oil, will be good news for future growth and will help to meet the government target of double figure growth. While we remain optimistic about India’s progress, renewed investor confidence in the London markets is dependent on much needed political stability and the implementation of the promised economic reforms leading to on-the-ground realities.

*The India Watch Index consists of 24 Indian companies listed on AIM or the Main Market (excluding GDRs). We only consider companies to be Indian if they are domiciled in India and/or foreign companies holding Indian assets or Investment companies with Indian promoters. The index has been created via Factset and is weighted by Market Value. To avoid distortion of index trends, the largest market cap entity, Vedanta Resource, is excluded.

**Data sourced from Factset.

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India Watch – Issue 29

Indian M&A deal momentum continues unabated

We are in the middle of another year of vibrant deal-making across corporate India. At the start of 2015 we predicted significant growth in the economy thanks to the government pushing a reform agenda and, at this stage, the economy appears to be well on track.

Deal summary Volume Value (US$ million)

Year-to-date June 2013 2014 2015 2013 2014 2015

Domestic 116 114 151 3,015 7,500 5,721

Crossborder 114 133 122 8,468 6,395 8,745

Mergers and internal Restructuring 25 22 4 499 3,257 1,316

Total M&A 255 269 277 11,983 17,152 15,782

Private equity 206 285 462 5,639 5,111 7,061

Grand total 461 554 739 17,622 22,263 22,843

Crossborder includes

Inbound 66 88 62 4,100 4,828 7,421

Outbound 48 45 60 4,369 1,567 1,324

Last year, thanks to the election and a positive attitude towards economic revival, we saw a resurgence in the business environment, with nearly 1,200 deals worth US$50 billion. The momentum has been maintained so far this year, with around 740 deals at close to US$23 billion, compared with 550 deals at around US$22 billion during the same period last year.

The second quarter of 2015 witnessed heightened deal activity on the back of an overall positive union budget in February and some high value M&A deals in the energy &

natural resources sector, alongside increased private equity investments across multiple sectors.

Corporate M&A deal value was driven by strong inbound interest (a 54% increase year-on-year), while investments in the IT & ITES sector (78% growth year-on-year) has driven private equity investments. Growth in overall deal volume has been higher (20% and 33% year-on-year in H1 2014 and H1 2015 respectively) compared to growth in deal value (26% in H1 2014 and 3% in H1 2015), implying that average deal size has fallen year-on-year.

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July 2015

Top M&A deals – Q1 2015

Acquirer Target Sector US$ million

Vedanta Ltd Cairn India Ltd Energy & natural resources 2,300

Centerbridge Partners LP Suzlon Energy Ltd – Senvion SE (German subsidiary)

Manufacturing 1,200

Enterprise Products Partners Ltd Eagle Ford Shale (EFS) Energy & natural resources 1,070

Aditya Birla Group Aditya Birla Fashion and Retail Ltd Retail & consumer 853

Harman International Industries Symphony Teleca Corporation - Symphony Technology Group

IT & ITES 780

Mylan Inc – Mylan Laboratories Ltd Famy Care Ltd Pharma, healthcare & biotech 750

Alibaba Group One97 Communications Ltd IT & ITES 575

Cavendish Industries Ltd Kesoram Industries Ltd Manufacturing 452

Undisclosed Bharti Airtel Ltd Telecom 310

Lafarge SA Lafarge India Pvt. Ltd Manufacturing 303

M&A deal summary – H1 2015There were 277 M&A deals worth US$15.8 billion in the first half of 2015. During the same period last year, India Inc. completed 269 deals with a total deal value of US$17.2 billion – primarily on the back of the US$3.2 billion Sun Pharma-Ranbaxy deal and increased group restructurings. This year has seen far greater M&A activity, with inbound and domestic deals making up nine out of the top ten deals during the period. H1 2015 witnessed 26 deals valued at above US$100 million; while H1 2014 saw 33 deals above the US$100 million mark.

Total cross-border deal values increased by 37%, largely due to big ticket inbound deals as overseas investors showed continued interest in domestic companies. Inbound deals alone contributed 47% of the overall M&A deal values, with 11 deals valued in excess of US$100 million, of which two were valued at over US$1 billion each. Outbound activity did not see many big ticket deals – deal volumes increased by 33%, while overall deal value decreased by 16%.

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India Watch – Issue 29

Top Private Equity deals – Q1 2015

Investor Investee SectorInvestment value

in US$ million

Carlyle Group Magna Energy Ltd Energy & natural resources 500

DST Global, Accel Partners, Tiger Global and Steadview Capital

Olacabs.com – ANI Technologies Pvt Ltd IT & ITES 400

Apax Partners LLP Shriram City Union Finance Ltd Banking & financial services 371

Advent and Temasek Crompton Greaves Ltd – Consumer Products division

Manufacturing 316

Capital International Mankind Pharma Pharma, healthcare & biotech 206

JP Morgan Asset Management Canaan Partners – portfolio in India Other 200

IFC, GIC, SIDBI Bandhan Financial Services Pvt Ltd Banking & financial services 165

Temasek Glenmark Pharmaceuticals Ltd Pharma, healthcare & biotech 151

TPG Capital Manipal Health Enterprises Private Limited Pharma, healthcare & biotech 150

Steadview Capital, Tiger Global Management and Kinnevik

Quikr India Pvt Ltd IT & ITES 150

M&A sector focus – H1 2015The top three sectors for M&A deals during H1 2015 were energy & natural resources, IT & ITES and manufacturing, with pharma, telecom and retail dominating during H1 2014.

The Vedanta-Cairn merger and Reliance’s stake sale in Eagle Ford Shale drove M&A values in the energy sector and together contributed 79% of the total deal value in the sector. The IT & ITES space grew on the back of strategic consolidation among e-commerce players and inorganic diversification among technology players, contributing to 18% of total deal value and 30% of deal volume. The manufacturing sector also saw large ticket deals, with six deals above US$100 million. The top three deals in the manufacturing space contributed over 72% of the total deal value in the sector. With the acquisition of the Famy Care business by Mylan, the pharma sector saw the fourth largest inbound deal in the first half.

Private equity deal summary – H1 2015Private equity witnessed more than 460 investments during the first of half of this year, growing at 62% year-on-year with a total investment value of US$7.1 billion (up 38%). So far, 2015 has seen more high value deals compared with the same period in 2014, with 15 deals valued above US$100 million each and 19 deals in the US$50-100 million range. The top 30 deals accounted for around 60% of the total deal value in H1 2015.

Approximately US$30 billion has been raised by private equity funds in the last 18 months and this growth in private equity investments is likely to sustain for the rest of the year. During H1 2015, private equity recorded more than 75 exits (including part exits) amounting to more than US$2.6 billion, compared with 42 exits totalling US$2.3 billion during H1 2014, illustrating that investors have actively begun to cash out on their investments. Secondary activity was the preferred route of exit in this H1 2015.

The improved sentiment in India over the past year, the fact that a number of the 2007-08 vintage deals have matured after a seven to eight year holding period, and the revival in the capital markets should contribute towards accelerating the pace of private equity exits.

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Private equity sector focus – H1 2015IT & ITES continues to be a leading sector of interest followed by financial services. Increasing private equity interest in the e-commerce space is driving investments into the IT & ITES sector. This trend is primarily driven by the large investments in the later stage funding rounds by multiple co-investors including participation from their existing investors. Investments in the financial services sector were driven by micro-finance institutions (MFIs) which have seen increased investments since the beginning of this year aided by the recent monetary policy announcement by the Reserve Bank of India on increased relaxation on lending for MFIs.

H1 2015 also saw the IT & ITES (including e-commerce) sector record its highest ever deal activity – a whopping 261 private equity/venture capital deals valued at approximately US$2.7 billion in just six months (a 78% increase in deal value over H1 2014). Of this, the e-commerce space exhibited phenomenal growth, with 180 deals valued at US$2.27 billion in H1 2015. Deal value in the retail and consumer sector, however, fell from US$323 million in H1 2014 to just US$171 million in H1 2015, even though the number of deals increased from 22 to 24. Overall deal value in the banking & financial services sector grew from US$751 million to around US$1 billion, driven by four large deals which accounted for nearly 75% of the total deal value in this sector. Deals in the pharma, healthcare & biotech sector grew from US$319 million to US$789 million, attributed to three large deals valued at over US$100 million each, which accounted for 64% of the total deal value in the sector. Deal volumes in both these sectors remained stagnant during both H1 2014 and H1 2015.

Final wordsThe momentum generated last year has been maintained so far in 2015. A more favourable global economic outlook, sustained improvement in India’s macro economic factors and continued government policy reforms should strengthen deal activity over the course of the rest of the year. The Indian government’s actions on key policy issues and reforms such as the Goods and Services Tax Bill, new Companies Act, Institutional Trading Platform (ITP) for tech start-ups, the Land Acquisition Bill, and unblocking of stalled projects, should all help to improve the ease of doing business in India and further accelerate transaction activity. Given the positive business sentiment and sustained momentum through the first half of this year, we see 2015 as a big year for deal-making. Atul Monga

Director Grant Thornton UK LLPT +44 (0)20 7865 2534E atul.monga@uk.gt.com

Top private equity sectors in H1 2015 – by value

IT & ITES [38%]

Banking & Financial Services [14%]

Pharma, Healthcare & Biotech [11%]

Energy & Natural Resources [10%]

Real Estate [9%]

Manufacturing [6%]

Retail & Consumer [2%]

Media & Entertainment [2%]

Transport & Logistics [2%]

Others [6%]

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India Watch – Issue 29

Tables turn as positive economic sentiment in India grows

As the NDA government completed its first year in power last month, there was much to celebrate.

The Indian economy grew by 7.3% in 2014-15, making it one of the fastest growing in the world. Retail inflation hovered at around 5%, well within the Reserve Bank of India’s target of 6%, and industrial activity picked up in April posting a better-than-expected 4.1% expansion, up from 2.5% in the previous month. While even government critics agree that economic sentiment has turned around in the last year, there is still a lot that needs to be done to calm the frayed nerves of Indian businesses and foreign investors.

Economic reforms in the pipelineThe government is still dragging its feet on two of its proposed big-ticket reforms – the introduction of the Goods and Service Tax (GST) regime and a smooth land acquisition process. The GST Bill, which was passed by the Lower House of Parliament had to be referred to a 21-member parliamentary committee, after the main opposition party stalled its passage in the Upper House. Although the government has re-affirmed its commitment to roll out the new tax regime from 1 April 2016, there are still plenty of issues that need to be settled before the GST becomes a reality.

Similarly, the land acquisition bill has become a bone of contention between the government and the major opposition political parties and farmers’ unions. The government had to take the ordinance route to implement its provisions for a brief period, even though the bill is being looked at by a joint parliamentary committee. The big debate is over the consent clause. While the earlier law required the consent of 80% of land owners for surrender of land for private projects and

70% for public-private partnership projects, the current bill exempts five categories from this provision. These are projects related to defence, rural infrastructure, affordable housing, industrial corridors and infrastructure, including public-private partnerships in which the government owns the land. It remains to be seen if the government prevails over the opposition on this issue.

Measures continue to ease doing businessMeanwhile, in its efforts to improve the ease of doing business in India, the government amended the Companies Act 2013 after taking into account certain issues raised by companies and advisers, based on their experience of implementing the Act. To improve the overall business environment, the Department of Industrial Policy and Promotion (DIPP) has launched an extensive survey to study the ‘ease of doing business’ in states. India is ranked 142 among 189 nations in the World Bank’s Ease of Doing Business 2015 study. These measures, coupled with higher investment in infrastructure, containment of fiscal deficit and a boost to manufacturing will go a long way to changing the face of the Indian economy. The government has promised to invest US$11 billion in infrastructure projects in the current financial year and is targeting a fiscal deficit of 3.9% of GDP in FY 2015-16.

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July 2015

Rising FDIDespite the roadblocks, foreign direct investment (FDI) inflows into India jumped 112% in April 2015 to US$3.6 billion, up from US$1.7 billion in the corresponding month last year. This was 71% higher than the inflows in the previous month. The government’s decision to liberalise the FDI regime in several sectors, such as medical devices, construction, railways, defence and insurance, is likely to attract more foreign investment. Singapore was the top foreign investor in April.

Private equity deal activity continues to show encouraging trends, due to greater optimism and the fact that overall macro-level indicators look positive. The government’s thrust on key reforms will further boost overall deal activity in the coming months.

India’s stock market has remained volatile in the last three months on account of a host of factors such as the threat of a weak monsoon and the slow pace of economic recovery. The BSE benchmark Sensex closed at 27,688 on 8 July, after touching an all-time high of 30,000 in March this year. Since then, it has lost over 12%. A high-net outflow of foreign institutional investors from both debt and equity has also spooked the markets.

References 1. One year on, here’s how India’s economy has changed under Narendra Modi [Quartz India] 2. India’s economy grew at 7.3 per cent in 2014-15 fiscal [The Indian Express] 3. April IIP rises 4.1%; May CPI rises marginally to 5.01% [The Economic Times] 4. GST Bill referred to Select Committee [The Indian Express] 5. Land ordinance bill to be re-promulgated for the third time [Business Standard] 6. The amendments to Companies Act are a great relief to India Inc [DNA India]

Prashant MehraPartnerGrant Thornton India LLPT +91 124 4628 071E prashant.mehra@in.gt.com

Healthy outlookThe automobile sector showed a healthy sales performance in May – for most companies, car sales and two-wheeler sales grew for the seventh month in a row. This came on the back of strong economic sentiments and improving macroeconomic indicators. There was also a sharp rise in sales of entry-level models, for the second month in a row, compared with a year ago.

With the government going all out to woo investors, the mixed bag of economic performance can only carry it so far. But policy stability, fast-paced reforms and a big effort to improve ease of doing business can deliver results in the long run.

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India Watch – Issue 29

The survey report reveals the key factors in selecting an outsourcing provider, based on the views of more than 2,500 businesses in 36 countries. Service reliability clinched pole position with 56%, while cost came in second with 43%, followed by trust on 40%.

Indian businesses certainly seem to fall into line with these global findings, with responses from India showing 57% of businesses put trust in the supplier first, followed by cost and acceptability to an external auditor in joint second place at 36%. In the UK, it was service reliability (59%) that came out top, then cost (46%) and understanding of the business (45%).

Communication is keySelecting an outsourcing provider isn’t the end of the story. Our report also details what businesses believe is instrumental to a successful service once the relationship with a supplier is up and running. Communication came top globally (88%) because it is seen as being crucial to trust, while 87% answered that the quality of the relationship between the client and supplier was vital.

The other main drivers of success were: relevant experience of provider; proper scoping of quality specifications and required outputs; resource management; and project governance.

Secrets of outsourcing success – an Indian perspective

With memories of the global recession still fresh for many, it may be a surprise to find that cost isn’t the sole focus for companies when it comes to outsourcing. Our latest survey, Outsourcing: Beyond Technical Expertise, suggests that factors such as reliability and trust are just as important.

Different results in different marketsBreaking the findings down by country, the report reveals that cost is more significant for US businesses (62%) than any other factor. It was an important consideration in other mature outsourcing markets, such as Australia (50%), Canada (49%) and the UK (46%).

However, cost is well down the list of selection criteria in Latin America (23%), and responses on cost from other emerging economic regions tell a similar story: just 26% in Asia and 38% in Africa. Here, it’s seen as much more important that providers are reliable and understand the client’s business.

Comparing India and the UKThe report also highlights variations between outsourcing markets in India and the UK. Over two-thirds of survey respondents in India said it was very important for the lead contact of an outsourcing provider to be able to meet with a business client at short notice, compared to just 27% in the UK. This is very much in keeping with the way that business is increasingly done in India, where responsiveness and a 24-7 approach is not only valued but expected.

While the two countries were agreed – in line with the global findings – on most of the main drivers of a successful outsourcing experience, project governance scored 91% in India, but only 38% from UK businesses. Resource management rated 93% in India, but just 55% in the UK. This perhaps reflects the relatively poor view of governance levels in the country among Indian businesses.

The report also reveals that 30% of Indian companies had outsourced some element of their finance/accounting functions, while just 10% had in the UK. Furthermore, 87%

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in the UK said they had “absolutely no plans” in the future to do so. By contrast, outsourced payroll/human resources processes had been outsourced by 42% of UK companies and 30% of Indian businesses.

When asked if they had ever brought services back in-house from an outsourcing provider, 43% of companies in India said they had not needed to do this, compared to 82% in the UK. This significant difference may suggest a higher level of tolerance of poor service by UK businesses.

Lessons to be learnedThese findings provide useful food for thought both for Indian companies considering outsourcing and for the substantial Indian outsourcing service provider sector itself.

The research highlights the importance of extensive due diligence, client testimonials and even meeting providers’ existing clients, as part of the outsourcing selection process, to test how providers manage client relationships. Providers clearly need to make client testimonials and indeed clients themselves easily accessible to prospective buyers.

The way that account managers communicate, their responsiveness and willingness to suggest service improvements are also seen as critical. New key performance indicators to help measure non-technical factors are also increasingly important and service levels should be reviewed regularly.

The report findings indicate the importance of agreeing the ideal frequency of status meetings between providers and their clients and avoiding information overload.

There are also important implications for recruitment among outsourcing providers, with investment in communication and other relationship-building skills critical when hiring technical talent. More training and incentives may be required to improve these relationship-building skills.

July 2015

Anuj ChandePartner, Corporate Finance and Head of South Asia GroupGrant Thornton UK LLPT +44 (0)20 7728 2133 E anuj.j.chande@uk.gt.com

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About Grant Thornton UK LLPGrant Thornton UK LLP established a dedicated South Asia Group in 1991 to serve Asian owned businesses in the UK as well as those investing into and from the Indian subcontinent. We are proud to be one of the first UK accountancy firms to focus on this region. We are widely recognised as one of the leading international firms advising on India-related matters and have been in involved in every IPO involving an Indian company on AIM, with the exception of the real estate sector.

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