DEAL WATCHER

INDIA MARKET UPDATE FOR THE QUARTER ENDED MARCH 31, 2020 FOREWORD

Dear clients and associates,

Private equity (PE), venture capital (VC) and other investments in India suffered as apprehensions over the distressing spread of COVID-19 made deal-making a difficult affair. Uncertainty over the impact of COVID-19 is expected to act as a substantial factor influencing the Indian investments. With the pandemic causing a significant rise in business risks, indications of funding cutbacks may be seen across investment activities. The forthcoming quarters may provide additional insights into just how much COVID-19 is impacting alternate investments and whether investors are holding back funds for follow-on rounds and existing portfolio companies. We spoke to a number of VC/PE firms to get their perspective on the road ahead.

Despite the uncertainty, the Central government has strived continuously to support the flailing economy, and this has enabled the Indian investment scenario to limit this pandemic’s impact on the investing activities preventing absolute derailment of deal values and counts for the quarter.

In the quarter-ended March, there were over 271 private equity investments & venture capital investments with reported values of over US$ 3.35 bn. Some of the key deals include: • Brookfield Asset Management Inc’s US$ 343.42 mn in IndoStar Capital Finance Ltd. • Bundl Technologies Pvt. Ltd. raised US$ 155.67 mn from a clutch of investors including Naspers, Wellington Management, Tencent Holdings, Samsung Venture Investment Corp and others.

It was noticed that Information Technology and Consumer Discretionary were the most sought-after sectors (with 126 and 51 deals respectively) followed by Finance (24 deals), Healthcare (23 deals), Industrials (21 deals) and Consumer Staples (19 deals). We expect these sectors to continue their strong run and be of interest in the upcoming quarters as well.

Our Deal Watcher also covers over 180 M&A transactions with Information Technology and Industrials leading the way and witnessing the highest number of deals at 45 and 28 respectively, followed by Consumer Discretionary (27 deals), Finance (25 deals) and Utilities (15 deals). Some of the prominent deals include: • Groupe ADP’s acquisition of GMR Infra Services for US$ 1.5 bn. • The acquisition of Yes Bank by SBI, Bandhan Bank, HDFC Ltd, ICICI Bank, IDFC First Bank, Kotak Mahindra and The Federal Bank.

We hope that this publication will make for a useful and value-additive reading, during such uncertain times. Vaibhav Manek Partner – Business Advisory Services 2 INDEX

Sr. No. Contents Page

1 Reassessing the fundraising process post COVID-19 4-6

2 Private equity and venture capital deals 7-12

3 Private equity and venture capital exits 13-16

4 Rethinking M&A in light of COVID-19 17-19

5 Mergers and acquisitions 20-23

6 Analysis of key transactions for the quarter 24-29

7 Deal alert – Facebook’s investment in Reliance Jio 30-31

3 REASSESSING THE FUNDRAISING PROCESS POST COVID-19 REASSESSING THE FUNDRAISING PROCESS POST COVID-19 KNAV Dealwatcher | Quarter ended March 2020

Uncertainty over the impact of COVID-19 is expected to Key takeaways for fund seekers: significantly impact fundraising for the private equity and venture capital investment landscape as well. Several • Valuation multiples may be trimmed. startups are looking for guidance regarding the financial • Primary focus should be maintenance of liquidity. future of their existence and liquidity while investors are • Funds may be sought using a bridge round in order to seeking insights into how the venture markets will behave protect valuations. post the pandemic. In this section we shall look at certain • Companies may consider a deferred valuation by practices that can be followed by both investors and issuing convertible notes, with a lucrative discount investees in order to ensure smooth fundraising and capital (ranging from 20-25%) on equity-conversion in the investment in the start-up ecosystem. next round. • Investees should first approach existing investors and Investee Standpoint then move to other investors. • It is almost certain that in a deteriorating market, the eventual price and negotiation terms will be less • The fundraising process, during such times may attribute a favourable than the terms that were prevalent during the lot of premium to acquaintances and familiarity: extravagant investment periods prior to the crisis. o Funds should be primarily sought from existing • As a result, businesses must first analyse their current investors by having an open dialogue with respect to liquidity position and try to manage it in the best possible the ticket size they might be open to and what valuation manner. The goal should be to have 12 months of solid can be offered. cash position in order to muscle past the current o The outreach should then be extended to external economic obstacles. investors with whom the management team or appointed • If for some reason, adequate runways have not been consultants have cordial business relations. maintained, funds should be sought via a “bridge round” in order to protect valuations and avert liquidity • Considering the several economic reliefs announced by the crises. Having said that, it is safe to assume that it will be legislative bodies, obtaining working capital loans at very challenging to raise funds in atleast the next three to reduced borrowing costs may also be viewed as a viable six months and possibly longer. option for procuring short term capital.

5 REASSESSING THE FUNDRAISING PROCESS POST COVID-19 KNAV Dealwatcher | Quarter ended March 2020

Investors’ Standpoint

• From an investor standpoint, all assumptions and trends attractive valuations that are now available in the from bull market financings that were relied upon just a market. few weeks ago, may not apply any more. Many investors are expected to move away from thinking • Restoration of price rationality in the markets may entice about “mandatory growth” to “sustainable growth several funds to increase their investments and make a with a path to profitability”. continued show of it, now and in the coming months.

• Venture firms must embark on the process of Investors who believe in a long-term horizon and are segmenting their portfolios, especially for later stage willing to see through challenging months/quarters for the companies, based on whether their offering is affected long-term opportunity shall stand at an advantage. Being positively, neutrally or negatively by the pandemic. responsive and persistent will pay off and help sustain such times of adversity. • Transparent interaction with the LPs, explaining to them their portfolio’s exposure that may be inflicted by the Key takeaways for investors: economic downturn shall help the funds’ management teams in conducting a revised “reserve analysis” in • Funds must segment their portfolios in order to order to strategize allocation of the funds’ “dry examine COVID-19’s impact on it. powder”. • Emphasize on transparent communications with LPs and inform them about their portfolio’s exposure. • Several venture capitalists have advised their portfolio • Analyse allocation of dry powder across existing and companies to restate their existing forecasts and plan for a much tighter capital environment, with far less future portfolio companies. growth, in order to obtain an insight into the “true • Assess business forecasts in order to calculate true returns” that they might be able to earn on their exit. returns from investments. • Investors may seize this opportunity to amplify their • On the contrary, there are several venture funds who investments in lieu of long-term profits. are looking to invest in startups, primarily due to the

6 PRIVATE EQUITY/ VENTURE CAPITAL DEALS PE/VC DEALS – DEAL CLASSIFICATION PE / VC deals | Quarter ended March 2020

The following charts provide an analysis of the prominent PE/VC deal classifications, in terms of number of deals and transaction values which were witnessed in the quarter.

Deal classification by count Deal classification by value (US$ mn)

1913 137

94 876

430 25 15 131 0 0

Pre-IPO PIPE Private Venture Angel/Seed Pre-IPO Angel/Seed PIPE Private Venture Equity Capital Equity Capital

Of the total 271 PE/VC deals in this quarter, maximum Out of the transactions for which values were disclosed, number of deals were endorsed by angel/seed the investment in this quarter amounted to US$ 3.35 bn. investments (137 deals), followed by venture capital The highest amount of funds were invested in the form of (94 deals) and private equity (25 deals). venture capital (US$ 1.91 bn), followed by private equity deals (US$ 876 mn), PIPE deals (US$ 430 mn), and angel/seed investments (US$ 131 mn).

8 PE/VC DEALS – SECTOR WISE ANALYSIS PE / VC deals | Quarter ended March 2020

The following charts provide an analysis of the prominent sectors which have witnessed private equity/ venture capital investments in terms of number of deals and transaction value for the quarter.

Top sectors by number of deals Top sectors by value (US$ mn)

126 1270

648 51 497 531

241 19 21 23 24 101

Of the total 271 PE/VC deals in this quarter, the highest Out of the transactions for which values were disclosed, the number of investments were made in information investment in this quarter amounted to US$ 3.35 bn. The technology (126 deals) followed by consumer highest amount of funds were invested in the information discretionary (51 deals) and finance (24 deals). technology sector (led by Alibaba’s investment in Zomato for a US$ 150 mn deal) followed by the finance sector (led by Brookfield Asset Management Inc’s investment in IndoStar Capital Finance) and consumer discretionary (led by Warburg Pincus LLC’s investment in Apollo Tyres). 9 CITY WISE ANALYSIS PE / VC deals | Quarter ended March 2020

The following charts provide an analysis of the prominent sectors which have witnessed private equity/ venture capital investments in terms of number of deals and the total transaction value for the quarter by the top cities.

Top sectors by number of deals city-wise

NCR Bengaluru Mumbai

42 36

17 15

14 9 6 7 8 9 4 4 4 4 3 4 4 2 1 2 2 1

Number of Deals 76 69 53

Transaction Value 820 825 675 (in US$ mn)

10 TOP PE/VC DEALS Quarter ended March 2020

Investment Investee Sector Investor value Deal highlights (US$ mn)

Brookfield Asset Management Inc. made the investment with a view to support IndoStar’s retail business as they Finance Brookfield Asset Management Inc. 343.42 seek to experience the long-term secular growth runway of the Indian retail financial services sector.

Naspers, Meituan-Dianping, The new round of funding will enable Swiggy to Wellington Management, Ark consolidate its stronghold in the food delivery space and Food Impact AMC, Korea Investment expand its presence at a more granular level across 155.67 Technology Partners, Tencent, Samsung India. The new funds will also help the company in on- Venture Investments, Mirae boarding a wider range of restaurants and eateries on Asset Capital Markets its platform. The funding comes parallel to Zomato’s acquisition of Uber Eats. The funding along with the acquisition is Food Alibaba Group Holding Ltd. 150 aimed at gaining a larger market share in the food Technology delivery segment. This transaction values Zomato at US$ 3 bn.

The backing from a large investor will help Apollo Tyres in Consumer scaling its operations across the country and capitalize of Warburg Pincus LLC 149.86 Discretionary the strong foundation that it has already laid for its business.

PremjiInvest, Khosla Ventures, 406 Ventures LLC, Devonshire Iora Health will use this Series F funding to accelerate Investors, Cox Enterprises, F growth by refining and optimizing its business model. The Healthcare 126 Prime Inc., Temasek Holdings, funds will partly be allocated towards investments in Iora’s Flare Capital Partners, Polaris proprietary collaborative care platform – Chirp. Growth Management 11 PE/ VC ACTIVITY MONITOR Quarter ended March 2020

Investor Notable Investments Deals

Sequoia Capital Fampay Solutions, Qure.ai, Abstrakt Video, Leap Finance, Samya.ai 20+

CureFit, Airmeet, Juspay, Clover Accel India 15+ Ventures

AngelList Airmeet, Klub Works, Sleepy Owl Coffee 11+

MoEngage, Ola Financial Services, Matrix India Khati Solutions, Damensch Apparel 10+

GetVantage, Skilancer, Klub Works, Venture Catalysts 10+ Praesus Technologies Innovaccer, BYJU’S, LogiNext, Tiger Global Finzoom 7+

Unacademy, BharatPE, Biocon Steadview Capital Biologics, Livspace.com 7+

12 PRIVATE EQUITY/ VENTURE CAPITAL EXITS PE/VC EXITS – DEAL CLASSIFICATION PE/VC Exits | Quarter ended March 2020

The following charts provide an analysis of the prominent PE/VC exit deal classifications, in terms of number of deals and transaction value, which were witnessed in the quarter.

Deal classification analysis by count Deal classification analysis by value (US$ mn)

26 5

20 195 8 320

Merger / Acquisition Open Market Secondary Sales Secondary Sales Merger / Acquisition Open Market

Of the 33 PE/VC exit deals in this quarter, maximum Out of the transactions for which exit values were disclosed, number of deals were executed via merger and the exit deals in this quarter amounted to US$ 543 mn. The acquisitions (20 deals), followed by open market highest amount of returns were earned via open market transactions (8 deals) and secondary sales (5 deals). transactions (US$ 320.29 mn), followed by mergers and acquisitions (US$ 194.82 mn) and secondary sales deals (US$ 26.02 mn)

14 PE/VC EXITS – SECTOR WISE ANALYSIS PE/VC Exits | Quarter ended March 2020

The following charts provide an analysis of the prominent sectors which have witnessed private equity/ venture capital exits in terms of number of deals and transaction value for the quarter.

Top sectors by number of deals Top sectors by exit value (US$ mn)

Utilities 1 2 Industrials Health Care 2

2 3 Consumer Staples Consumer Discretionary

Consumer Discretionary 4 Consumer Staples 40

Industrials 6 213 Health Care Information Technology 7 283 Finance 11 Finance

Of the 33 PE/VC exit deals in this quarter, the highest Out of the transactions for which values were disclosed, number of exits were in finance (11 deals) followed by the exits in this quarter amounted to US$ 543 mn. The industrials (6 deals), consumer discretionary and highest exit values were recorded in finance (US$ 282.53 information technology (5 deals each). mn) followed by healthcare (US$ 213.32 mn) and consumer staples (US$ 40.33 mn).

15 TOP PE/VC EXITS PE/VC Exits | Quarter ended March 2020

Exit value Target Sector Sellers Exit Type Deal highlights (US$ mn)

Capital International Panic caused by the COVID pandemic was cited as Global Emerging Merger and the reason for this exit, as investors sought to Healthcare 140.00 Markets Private Equity Acquisition maintain their forecasted returns. Details about the Fund LP buyer could not be obtained.

The deal saw Baring PE offload a 4.9% stake in Open Finance Baring PE 100.55 Mannapuram Finance Ltd. after having earned 6.4 Market times on its investment at an IRR of 29%.

Kedaara has partially exited the investee four years Kedaara Capital Open after investing in it. Over two tranches Kedaara has Finance 92.83 Fund Market earned an IRR of 83% and has been actively making exits this year.

CDC Group Plc partially exited the company by paring Healthcare CDC Group PLC Open Market 73.32 its 4% stake in the open market. Post transaction, holding of CDC Group is estimated to be at 1.76%.

This would mark Everstone’s full exit from Hinduja Leyland Finance. It had been part of Hinduja Leyland’s Merger and Finance Everstone Capital 54.82 investor group for six years now. The expected profit Acquisition from the deal is expected to be US$ 26.24 mn.

16 RETHINKING M&A IN LIGHT OF COVID-19 RETHINKING M&A IN LIGHT OF COVID-19 KNAV Dealwatcher | Quarter ended March 2020

With the global response to COVID-19 continuing to 1. Valuation and Purchase Price Adjustments change rapidly, corporations need to primarily focus on keeping their employees and businesses safe and away • The validity of financial projections and their underlying from hazards. assumptions shall undergo a much more detailed scrutiny. • Buyers in M&A deals are expected to incorporate provisions in However, this should not lead to abandonment of deal transaction documents pertaining to the purchase price and planning, nor should the attractive and opportune adjustments related to it, as ambiguity surrounding the likely strategic and financial transactions be discontinued. If impact of significantly disruptive events makes valuation certain transactions can lead to synergies and are particularly challenging. These provisions may include outlining financially justifiable, then such rationales should not be specific treatments for working capital, net assets and EBITDA distorted due to COVID-19 and its consequent economic normalization adjustments. impacts. • Buyers may want to limit their risk from the target's declining working capital, increased reliance on debt or diminishing asset Having said that, given the present uncertainty prevalent values by adopting alternative valuation approaches. in the economic scenario, both parties should contemplate deal benefits and risks more cautiously. 2. Due diligence Deal participants and their professional advisors should pay closer attention to emerging trends, new • In the current situation, obtaining help from experienced advisors considerations and prevailing deal terms when and investors can help companies develop a more robust and structuring and negotiating transactions. well thought through approach to a transaction. • Due diligences may cover questions about any material changes In this section, we try to analyze how COVID-19 presents in the contractual terms with a focus on specific facets like challenges both practical and imperative, to the deal- termination and force majeure clauses, customer and supply making process and how it impacts timelines and chain agreements, regulatory changes considering the pandemic negotiations forcing both parties to rethink some of the and insurance claims. vital aspects that constitute a transaction: • These assessments will be an imperative aspect in determining how transactions shall be priced in this unpredictable environment.

18 RETHINKING M&A IN LIGHT OF COVID-19 KNAV Dealwatcher | Quarter ended March 2020

3. Material Adverse Change

• This pandemic will considerably shape how parties to an • Parties and advisors should draw up contingency plans in M&A deal view and negotiate Material Adverse Change case of uncontrollable delays in obtaining approvals. (MAC)/ Material Adverse Effects (MAE) clauses in the Planning the specifics of closing, well in advance of an transaction documents. anticipated closing date, will help parties in avoiding • These are contractual provisions that principally seek to unwelcome obstacles. give a buyer the right to walk away from a transaction before closing, upon the occurrence of events that are 5. Forms of Consideration detrimental to the target's business during the period between signing and closing. • During and post Covid-19, we expect more deals to be • What previously were considered “template structured in an earn out form in an attempt to defer the provisions”, buyers may now consider negotiating consideration over longer periods rather than an upfront these clauses with greater depth and application. settlement. • Sellers would emphasise on catch-up provisions in periods of 4. Deal Process under performance to secure value on the business. At the same time, buyers would prefer to work in consonance with • Parties to the deal should re-evaluate the overall the sellers to achieve agreed business objectives instead of transaction timeline and consider fine-tuning deal phases assuming complete business risk post acquisition. to account for the amplified logistical challenges to doing • We also expect a higher occurrence of an “all stock” deal a deal. or a “part cash/part stock” deal vis a vis an “all cash” deal. • Parties should consider if the pandemic and its related market impact could delay the delivery of key It is difficult to say with certainty whether the pandemic will have information, such as audited or interim financial a long-term effect on the approach that parties adopt in future statements, which would ultimately delay the availability M&A transactions and its macro effect on deal-making, of financing. especially when the situation continues to evolve daily. • Key SPA closing conditions, like regulatory filings, However, following some of the above suggestions can aid in exclusivity periods and other validity periods may be re- concluding M&A transactions smoothly, even in such tough negotiated. times.

19 MERGERS & ACQUISITIONS MERGERS & ACQUISITIONS M&A Deals| Quarter ended March 2020

The following charts provide an analysis of the prominent sectors which have witnessed merger and acquisition investments in terms of number of deals and transaction value for the quarter ended March 2020.

Top sectors by number of deals Top sectors by value (US$ mn)

5983 45

3734 28 27 25

13 14 15 1462 1047 1389 9 912 503 3

Of the total 181 merger and acquisition deals in the quarter Out of the transactions for which values were disclosed, the ended March 2020, the highest deals were witnessed in the mergers and acquisitions investments for the quarter information technology sector (45 deals), followed by amounted to US$ 15.1 bn. The largest deal values were industrials (28 deals) and consumer discretionary (27 deals). witnessed by the finance sector (US$ 5.98 bn), followed by industrials (US$ 3.73 bn) and utilities (US$ 1.46 bn). 21 M&A DEAL TYPES Quarter ended March 2020

▪ Merger and acquisitions may happen domestically and Analysis of M&A deal types by number of deals internationally. Within international transactions, deals may 25 involve flow of money into India (Inbound) or flow of money Domestic

out of India (Outbound). Analysis of these deal types have 13 Inbound been graphically represented. All other combinations have 120 Outbound 23 been classified as Others. Others ▪ Domestic deals were the most common, with 120 out of the 181 deals (i.e. 66.29% of the deals, with total value of US$ 10.6 bn ). Analysis of M&A deal types by value (US$ mn) ▪ This was followed by Inbound deals constituting 23 out of the 181 deals (i.e. 12.7% of the deals, having total value of US$ 392 1,433 2.67 bn). Some notable inbound deals were: Domestic • Groupe ADP’s acquisition of GMR Airports for US$ 1.5 bn 2,669 Inbound and PayU’s acquisition of Paysense Services India. 10,611 Outbound ▪ Lastly, there were only 13 Outbound deals with a total deal Others value of US$ 392 mn. A notable outbound deal was:

• Infosys Ltd’s acquisition of Outbox Systems Inc, a salesforce management portal, for US$ 250 mn. 22 TOP M&A DEALS Quarter ended March 2020

Transaction Target Acquirer/s Sector value Deal highlights (US$ mn)

Groupe ADP has taken up a 49% stake in GMR Airports Ltd. The money obtained will largely be utilized by GMR for Industrials 1,507.27 corporate debt reduction. The transaction shall be routed via GMR Infra Services.

Adani Ports and Special Economic Zone Ltd. (APSEZ) has acquired a 75% stake in the target. This is ASPEZ’s biggest Industrials 1,426 acquisition yet in India’s port sector in terms of value and size. The deal helps Adani build scale in a government dominated industry. The deal made Yes Bank an associate bank for SBI with SBI holding a 48.21% stake in the company. ICICI Bank and HDFC Bank will invest INR 1,000 crores each. Axis Bank will invest Finance 1,350 INR 600 crores, while Kotak Mahindra Bank will put in INR 500 crores. Bandhan Bank and Federal Bank will invest INR 300 crores each.

Post this merger with Corporation Bank, Union Bank will become the fifth largest public sector lender in the country. The Finance 989.98 amalgamation is expected to strengthen the bank’s footprint in Southern India.

The merger with Oriental Bank of Commerce has made PNB the second largest nationalized bank of the country both in Finance 964.35 terms of business and branch network. The amalgamated bank will have a wider geographical reach and make it globally competitive.

23 ANALYSIS OF KEY TRANSACTIONS Zomato gobbles up food delivery business of Uber Inc.

• Online food delivery and restaurant discovery platform Zomato has acquired Indian operations of Uber Eats in January in a deal worth US$ 206 mn. This marks the first big consolidation in the Zomato acquires Uber Eats. food delivery space. • The exit of Uber Eats makes the food delivery space in India a duopoly between Zomato and Swiggy. The deal helps Zomato consolidate the market and venture into southern India where Uber Eats has a stronger foothold. • While the investment was valued at US$ 171 mn, the remaining US$ 35 mn was received as a reimbursement of goods and services tax receivable. • The deal underscores a significant cut in the 11-year-old Indian firm’s valuation after it received US$ 150 mn as fresh investment earlier this year from Ant Financial, an Alibaba affiliate. • Uber Inc. acquired a 9.99% stake in the Indian startup in the form of 76,376 non-voting cumulative compulsory convertible preference shares (CCCPS) at INR 1,80,153 per share (FV 9.000 + Premium 1,71,153). • Post this acquisition, Uber Eats, has discontinued operations in India and all restaurants, delivery partners and users of its apps have been transited to Zomato. 90% user transition was $206 million 1,80,153 9.9% expected. Meanwhile, none of Uber Eats employees have been Deal Size. Issue Price of Stake of Uber Inc. absorbed by Zomato post acquisition. CCCPS allotted to in Zomato. Uber Inc. • The merged entity will corner roughly 50-55% of the market in terms of number and value of orders putting it ahead of Swiggy in the competition. Sources: Entracker, Tech Crunch, Economic Times 25 Nuvoco Vistas’ journey towards constructing a cement empire

• Nirma Group’s cement division Nuvoco Vistas has acquired the cement business of diversified conglomerate Emami Group for an enterprise value of INR 5,500 crore (about US$ 770 mn). • The sale includes an integrated cement plant and three grinding units operated by Emami Cement, spread across Chhattisgarh, Production Capacity Odisha, Bihar and West Bengal, with a total cement grinding capacity of 8.3 million tonnes per annum (MTPA). 22 • The deal emanates from Emami group’s stated objective of 14 becoming debt free. The company presently has a debt of INR 11 2,200 crore and loans against shares worth INR 1,000 crores. The net gain for Emami from the deal, therefore, is expected to be around INR 2,300 crores. • Nuvoco has planned to bankroll this deal through internal Current Installed With cashflows and is also in discussions with private equity funds - Capacity Capacity Emami's Aion, KKR and Bain-Piramal India Resurgence for an INR 1,000 acquisition to 2,000 crore infusion via equity or structured debt towards its cement holding company, before announcing an IPO. Parallel to Capacity (in MTPA) this, it is also negotiating with domestic banks for bridge financing. Important Deal Metrics • The deal will increase Nuvoco’s total capacity in eastern, northern and western India to 22 MTPA (which includes the ongoing capacity expansion project in its Jojobera plant) along with over 60 ready-mix plants. • Nuvoco is currently a leading cement player in eastern India, with Total Debt Deal size of INR Net gain for a market share of about 11%. With the completion of this of Emami - 5,500 crores Emami - INR acquisition and the merger of the Nirma business in Rajasthan, INR 3,200 2,300 crores Nuvoco would become one of the leading cement players in the crores country, especially in the East. Sources: VCCircle, Business Standard, Economic Times 26 Ed-tech’s tour-de-force: BYJU’S

• New York-based hedge fund Tiger Global Management has India’s Online Education Industry invested US$ 200 mn in learning app Byju’s, valuing the Bengaluru-headquartered company at about US$ 8 bn. • Secondary transactions, estimated at US$ 100-200 mn, may also take place, providing exits to some of the early backers of the 2016 company. US$ 0.25 Billion • The company plans to use these funds for improving their user 2021 platform and obtain competitive advantage for better market positioning. The company also plans to double down on its US$ 1.96 advertisement expenses in order to improve market penetration. Billion • At present, BYJU’S has over 42 million registered users and 3 million paid subscribers. According to BYJU’S, the average time a student spends on its app has increased from 64 minutes BYJU’S Growth Story per day to 71 minutes per day over the last year, with annual renewal rates as high as 85 percent. 3000 • In FY19, BYJU’S tripled its revenue from INR 490 crores to INR 1,341 crores and posted a net income of INR 20.16 crores becoming India’s only profitable consumer internet unicorn. 1341 • Since its inception in 2011, Byju’s has raised around US$ 995 mn 490 from several investors and is likely to raise a further funding of US$ 1 bn through the course of 2020, for which it is in talks with FY 2018 FY 2019 FY 2020 multiple investors, including certain US-based endowment funds. (Estimated) These plans are in line with its mission of obtaining complete dominance in the ed-tech industry and further the team’s vision of Operating Revenue (In INR Crores) imparting quality education across India. Sources: Economic Times, YourStory, Livemint, Byjus.com 27 CureFit adds more muscle to its existing capital

• Integrated health, wellness and fitness startup CureFit has raised The CureFit Ecosystem an estimated INR 832 crores in fresh funding led by Temasek. • Temasek invested INR 540 crores while Accel and Chiratae have put in INR 106.98 crores and 14.26 crores, respectively. Two new investors named GableHorn investments & Ascent Capital have also participated in the financing round along with several existing investors of CureFit. • CureFit has introduced multiple services in a bid to become a super app centered around better health, wellness, food and merchandising through multiple brands, including a chain of CultFit EatFit CareFit MindFit fitness centres under the brand CultFit, a healthy food-delivery offering under EatFit, a few healthcare clinics called CareFit, and its mental wellness service under the brand MindFit. Marquee Investors in the Current Round • In its core business, CureFit’s revenue grew 7.3x to INR 181 Temasek INR 540 cr crores in FY19 from INR 24.7 crores in FY18. Almost 70% of the Ascent PE INR 110 cr operating revenues worth INR 124.5 crore were generated by Accel Partners INR 107 cr offering fitness and healthcare services while the sale of food products surged over 10x to INR 55.2 crores in the last fiscal. Unilever Swiss Holdings INR 21.4 cr • According to sources, the firm has been planning to add several Prathithi Trust INR 21.4 cr services including dental and skincare under their CareFit brand Castle Investments INR 20 cr and the new round of funding shall provide them with the Satyadharma Investments INR 20 cr necessary ammunition to achieve the same. Chiratae Ventures INR 14.26 cr • Through this funding round, CureFit is expected to inch closer to INR 7.13 cr its objective of achieving the unicorn status along with brand GableHorn Investments differentiation from its competitors which include the likes of Epiq Capital INR 3.56 cr Fitcircle, GrowFit, Fitpass, Gympik and HealthifyMe. Sources: Economic Times tech.com, EnTrackr 28 Unacademy: A rising student in the ed-tech class

• The ed-tech sector in India has been booming for the past few years, with investors actively looking to fund aspiring companies that make world-class education accessible and affordable for millions of students. • With over 200 million devices connected to the internet pan- country and a potential market size of US$ 1.96 bn by 2021, India’s ed-tech sector is poised to disrupt not only the means, Key Operating Numbers but also the quality of education imparted. • Recently, Unacademy raised US$ 110 mn as part of its series E round of funding. Participants in this round included existing investors like Sequoia India, Nexus Venture Partners, Steadview Capital, Blume Ventures, Kalyan Krishnamurthy and Sujeet Active Subscribers Videos Educators Views per month Kumar (co-founder of Udaan), and new investors like Facebook 90,000 150 mn+ and General Atlantic. 1 mn+ 10,000+ • The business, founded by Gaurav Munjal, Roman Saini, and Investment History (in US$ mn) Hemesh Singh in 2015, brings expert educators in touch with students via brands like Unacademy, Unacademy Subscription, 110 Wifistudy, Chamomile Tea with Toppers and Let’s Crack It. • The education platform has a network of over 10,000 educators creating video content for the platform. They have over 90,000 active subscribers and 1 mn+ videos that cumulatively 50 receive over 150 million views per month. With preparation material for more than 30 exam categories for students to 21 choose from and its deep penetration in India’s tier II and tier III 11.5 cities, Unacademy is a force to reckon in India’s ed-tech sector. 4.5 • The company plans on using these funds to expand the exam categories offered, penetrate deeper in the existing exam Series A Series B Series C Series D Series E categories, acquire highly-skilled educators, and create enhanced learning products and experiences for all its users. Sources: VCCircle, FINSMES, Economic Times, YourStory 29 DEAL ALERT – FACEBOOK’S INVESTMENT IN RELIANCE JIO Reliance Jio: A tech-behemoth in the making Press Release: April 22, 2020

• Facebook, Inc. has made its largest single investment by putting Countries with most Facebook Users (Jan 2020) US$ 5.7 bn into Reliance Jio making an enormous bet on the 260 developing Indian markets. Users in millions 180 • The deal values Jio Platforms at approximately US$ 65.95 bn and 130 is the largest investment for a minority stake by a technology 120 84 70 61 company in the world and the largest FDI in the technology 47 38 37 37 sector in India.

• The investment will translate into a 9.99% equity stake in Jio US

Platforms on a fully diluted basis, allowing parent company – RIL, UK

India

Brazil

Egypt Turkey

to utilize the funds in its debt reducing spree, as can be seen in its Mexico

Vietnam Thailand

ongoing efforts to sell 20% of its oil and chemicals business to Indonesia Philippines Saudi Aramco and continuous talks with Brookfield Asset Management for the sale of a stake in its telecom tower business. Facebook’s Investment Spends • From Facebook’s perspective, with India already having the most number of users, it plans to take on key payment services players like PayTM, Google Pay, PhonePe and Amazon Pay. The deal will US$ 19 bn US$ 5.7 bn US$ 1 bn also help Facebook battle rapidly growing Chinese app - TikTok which has attracted India’s youth. • Concurrent to the investment, Jio Platforms, Reliance Retail and 4.62 lakh crores WhatsApp have also entered into a commercial partnership Jio’s expected valuation post the deal, agreement to further accelerate Reliance Retail’s new commerce making it the fifth largest Indian business on the JioMart platform using WhatsApp. company by market capitalization. • The partnership will accelerate India’s all-round development, by Only RIL, TCS, HUL and HDFC Bank have focussing on digital inclusivity of the millions of micro, small and a higher market capitalization as on medium businesses in the informal sector along with the 21st April, 20 empowerment of the masses seeking diversified digital services.

Sources: Statista, Economic Times, MoneyControl , NYTimes, Press Release 31 CONTACT US CONTACT US

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Mumbai Leusden Singapore Vaibhav Manek Carlos Apopoe Boon Kiat Wong E: [email protected] E: [email protected] E: [email protected] Tel: +91 22 6164 4803 Tel: +31 (0)334347200 Tel: +65 93889878

India UK Canada

Pune London Toronto Shishir Lagu Amanjit Singh Harshad Parekh E: [email protected] E: [email protected] E:[email protected] Tel: +91 9819013046 Tel: +44 20 3617 6200 Tel: +1 416 229 1411

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Atlanta Atul Deshmukh E: [email protected] Tel: +1 678 584 1200

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