Mergers and Acquistions
CA. Ushma Shah, CA. Parag Kulkarni
TRANSACTION 1
Venturi Partners Pte. Ltd, a consumer sector-focused fund investing across India and Southeast Asia, entered into a definitive agreement on May 8, 2024, to acquire a 5.12% stake in K12 Techno Services Pvt. Ltd. from Navneet Learning LLP for INR 2.3 billion. Post-transaction, Navneet Learning LLP will retain a 14.35% stake in K12 Techno. The transaction is expected to close approximately two weeks after the agreement execution, pending customary conditions. Ernst & Young Private Limited, Investment Banking Arm, served as the exclusive financial advisor to Navneet Learning LLP.
With this investment, Venturi Partners joins Peak XV Partners, Kedaara Capital, Sofina Ventures, and Navneet Learning LLP in K12 Techno Services’ cap table. Notably, Peak XV Partners partially exited K12 Techno in September 2023, securing an undisclosed investment from Kedaara Capital. This marks the second secondary transaction in the startup within the last eight months.
TRANSACTION 2
TVS Holdings Limited entered into a sale and purchase agreement on May 10, 2024, to acquire an 80.74% stake in Home Credit India Finance Private Limited from Home Credit India B.V. and Home Credit International A.S. for INR 5.5 billion. This acquisition aims to expand TVS’s presence in the consumer finance space. As part of the transaction, TVS will acquire 880 million shares in Home Credit, while the remaining 19.26% equity stake will be purchased by Premji Invest and other associates. The board of directors of TVS has approved the transaction.
This acquisition aligns with TVS Holdings Group’s strategy to enhance financial penetration in India. Home Credit India, part of the international Home Credit Group founded in 1997, entered the Indian market in 2012 and has since served over 16 million customers both online and offline. Home Credit is a leading player in the consumer financing market, with Assets under Management (AUM) of INR 5,535 crore as of March 31, 2024.
The transaction is subject to approval from the Reserve Bank of India regarding the change in control and board of directors, as well as approval from the Competition Commission of India under the Competition Act, 2002. Subject to these necessary regulatory approvals and completion of other conditions precedent, the transaction is expected to close six months from the agreement’s execution date.
TRANSACTION 3
Reliance Infrastructure Limited (RIL), a leading Indian infrastructure company, has announced a strategic move to enhance its manpower service offerings. Through its wholly-owned subsidiary, Reliance Velocity Limited (RVL), RIL has entered into an agreement to acquire a significant stake in Utility Powertech Limited (UPL). UPL, currently a joint venture between RIL and National Thermal Power Corporation Limited (NTPC), provides a comprehensive range of manpower solutions for construction, operation, and maintenance (O&M) activities in the power and related sectors.
With this acquisition, UPL will become an associate company of RIL, strengthening Reliance Infrastructure’s position in this expanding market. On May 10, 2024, Reliance Velocity Limited agreed to acquire a 30.2% stake in Utility Powertech Ltd from NTPC Limited for approximately INR 660 million in cash. As part of the consideration, INR 664.4 million was paid towards common equity. The transaction is expected to close on or before May 30, 2024.
TRANSACTION 4
On May 13, 2024, Warburg Pincus LLC agreed to acquire Shriram Housing Finance Limited (SHFL) from Shriram Finance Limited (SFL) and Valiant Capital Partners for INR 46.3 billion. This transaction includes the purchase of equity and convertible instruments of SHFL. Warburg Pincus will make this acquisition through its affiliate, Mango Crest Investment Ltd. The deal is subject to regulatory approvals. SFL, one of India’s leading non-banking financial companies (NBFCs), serves over 8.4 million customers across India with products including commercial vehicle loans, two-wheeler loans, and MSME financing. SHFL, a key player in the affordable housing segment, has shown a strong growth trajectory, significantly impacting the Indian housing finance industry with a robust AUM growth rate of 56% CAGR over the past four years.
This transaction marks a significant strategic milestone for Shriram Housing Finance, highlighting the exceptional value it has created. Post-transaction, SHFL will operate as a standalone entity, continuing to enhance value for its stakeholders while maintaining its mission to provide housing finance solutions to the underserved population of India. JM Financial Limited, Barclays PLC, and Avendus acted as financial advisors to SFL, SHFL, and Valiant. Trilegal and Anagram served as legal advisors to Shriram Group and Valiant, while Cyril Amarchand Mangaldas provided legal counsel to Warburg Pincus.
TRANSACTION 5
On May 13, 2024, Coromandel Technology Limited agreed to acquire an additional 6.99% stake in Dhaksha Unmanned Systems Private Limited for INR 1.5 billion. Dhaksha, incorporated in 2019 and headquartered in Chennai, is a leading player in the drone industry in India, offering a complete range of Unmanned Aerial Systems (UAS) technology solutions for agriculture, defense, surveillance, and enterprise applications. The company also provides remote pilot training services (RPTO) and has trained several drone pilots to date. The transaction, amounting to INR 1.5 billion in cash, includes INR 1499.8 million paid towards common equity and involves the acquisition of 2,180 shares of Dhaksha. Prior to this transaction, Coromandel Technology Limited held a 51.02% stake in Dhaksha.
For the fiscal year 2023-24, Dhaksha reported a turnover of INR 464 million. The company has secured several orders from defense and agricultural input companies, with a current order book valued at INR 265 crore. Recently, Dhaksha expanded its production capacity with a state-of-the-art manufacturing facility on the outskirts of Chennai. The funds raised from this acquisition will support Dhaksha in strengthening its research and development efforts, servicing large orders, and meeting its working capital needs.
TRANSACTION 6
On May 21, 2024, Transindia Real Estate Limited agreed to acquire Gorsai Logistics Park Private Limited from Talentos Warehousing & Industrial Parks Private Limited for INR 970 million. The consideration includes INR 969.9 million paid in cash, equity, and debt, with INR 969.9 million allocated towards common equity. This deal is subject to regulatory approval and has been approved by the board of directors of Transindia Real Estate Limited. The transaction is expected to be completed within six months.
On the same date, Transindia Real Estate Limited also agreed to acquire Pcpl Industrial & Logistic Park (Hoskote) Private Limited from Talentos Warehousing & Industrial Parks Private Limited for approximately INR 860 million. The consideration consists of approximately INR 860 million in cash, equity, and debt, with the entire amount paid towards common equity.
TRANSACTION 7
The National Company Law Tribunal (NCLT) has approved IL&FS Transportation Networks Ltd (ITNL) to transfer its shares in Moradabad Bareilly Expressway Ltd (MBEL) to the newly formed Roadstar Infra Investment Trust (InvIT). This transaction involves transferring 3.21 crore equity shares, representing 14.5% of ITNL’s stake in MBEL, aiding IL&FS in its ongoing debt resolution process. On May 29, 2024, Roadstar Infra Investment Trust Fund and Roadstar Infra Private Limited entered into a Share Purchase Agreement to acquire the remaining 14.5% stake in MBEL from ITNL for INR 1.05 billion.
The consideration for the transaction includes the allotment of 10,404,048 units of INR 100 each of RIIT to ITNL and a cash remittance of INR 1,90,72,213 to ITNL’s account. The transaction is expected to be completed on June 7, 2024. This approval marks a significant step in IL&FS’s efforts to address its substantial debt, allowing MBEL to start servicing its debt obligations and move away from the debt servicing moratorium extended to IL&FS Group companies. The transaction is part of IL&FS’s broader strategy to resolve over INR 16,000 crore in debt through its InvIT in multiple phases.
TRANSACTION 8
On May 31, 2024, Deepak Chem Tech Limited (DCTL) agreed to acquire Narmada Thermal Power Limited (NTPPL) for INR 620 million. The consideration consists of INR 616.5 million in cash, all of which is allocated towards common equity. As part of this acquisition, DCTL will acquire 1,49,10,070 equity shares of INR 10 each, representing 100% of NTPPL’s paid-up equity share capital. Following the acquisition, NTPPL will become a wholly owned subsidiary of DCTL and a step-down subsidiary of Deepak Nitrite Limited.
As of 2023, NTPPL has not generated any revenue and is not currently engaged in any business activities. However, it possesses industrial land of approximately 125 acres in Bharuch, Gujarat. The transaction is expected to be completed by June 30, 2024.
TRANSACTION 9
Mahindra Holdings Ltd (MHL), a wholly-owned subsidiary of the conglomerate, has executed a share purchase agreement (SPA) with Space Investments Ltd, Defati Investments Holdings BV, and Infinity Partners. Upon completion of the sale, MHL’s shareholding in NDCFS will be reduced to zero, resulting in NDCFS ceasing to be an Associate Company of MHL under the Companies Act, 2013, and a joint venture of MHL and Mahindra & Mahindra (M&M) under Indian Accounting Standards (IND AS).
Mahindra Holdings recorded a revenue from operations of ₹395.39 crore and a total income of ₹401.22 crore. Additionally, NDCFS reported a net worth of ₹242.08 crore for the same period. Founded in 1996, NDCFS is among the top three organized eye care chains in India, with a network of 83 centers across 15 states. In the NCR market alone, it operates 15 centers and 13 vision stores.