Dear All,

The Indian economy is expected to withstand global slowdown pressures and remain resilient despite multiple and overlapping shocks to the global economy and recent large institutional shakeups. With a strong outlook, the Indian economy is poised to be amongst the fastest growing major economies in the world. With this backdrop, the M&A deal making and fund raising activity is also expected to remain strong in the country. We, at Dhruva, are delighted to inform you that we have acted as tax advisors on several transactions during the last few months. A snapshot of some of these transactions is given below for your reference:

ABFRL to acquire 51% stake in TCNS. The transaction will be carried out through a conditional open offer up to 29% and acquisition of founding promoter’s stake to reach 51% stake in TCNS, followed by merger of TCNS into ABFRL

ABFRL is India’s first billion-dollar pure-play fashion powerhouse with an elegant bouquet of leading fashion brands and retail formats. TCNS through its brands W, Aurelia, Wishful, Folksong & Elleven, is catering to the Indian women’s fashion needs across markets.

Dhruva Advisors acted as the tax and structuring advisors to ABFRL on the transaction.

TI Clean, a wholly owned subsidiary of Tube Investments Limited (‘TII’), raised funds of up to INR 1,950 Crores (including existing investment) from Multiples Private Equity Fund III, State Bank of India and TII through issuance of equity shares and convertible securities.

TI Clean, along with its subsidiaries, is engaged in the business of manufacturing 3-wheeler electric vehicles design and development of electric tractors and electric heavy commercial vehicles.

Dhruva Advisors acted as the tax and structuring advisors to TI Clean & TII on the transaction.

The board of directors of Smartchem Technologies Limited (‘STL’), wholly owned subsidiary of DFPCL, approved a corporate restructuring plan with the objective of unlocking growth potential of each of the businesses.

The corporate restructuring through a composite scheme of arrangement involves (i) demerger of Technical Ammonium Nitrate (TAN) business of STL to another wholly owned subsidiary of DFPCL (ii) amalgamation of Mahadhan Farm Technologies Private Limited (‘MFTPL’), engaged in the business of manufacturing fertilisers, being a wholly owned subsidiary of STL, with STL.

The demerger will result in value unlocking of the TAN business of STL and consolidation of its fertilizer business.

The Scheme is pending for necessary statutory, regulatory, and other approvals.

DFPCL is among India’s leading manufacturers of industrial chemicals and fertilisers.

Dhruva Advisors acted as the tax and structuring advisors to DFPCL on the transaction.

PhonePe India acquired WealthDesk and OpenQ. WealthDesk is an Investment Technology platform that enables portfolio-based investing on top of equities and ETFs (WealthBaskets) consolidating advisory, broking, asset & wealth management ecosystem. Open Q provides low cost, institutional grade passive smart beta or factor-based equity index and thematic investment products, trading baskets and asset allocation and investment analytics services to institutional as well as retail investors.

PhonePe is an Indian digital payments and financial technology company.

Dhruva Advisors acted as the tax and structuring advisors to WealthDesk and OpenQ.

AMPA has acquired 100% stake of Smileneo via a combination of cash and share swap deal.

AMPA provides innovative tech-enabled oral care services via its brand Toothsi in India while Smileneo provides similar services in UAE.

Pursuant to the acquisition, AMPA has become the largest clinical beauty technology platform provider in the Middle East and South Asia.

Dhruva Advisors acted as the tax and structuring advisors to AMPA on the transaction.

The Board of Directors of Career Point announced consolidation of the financial services business and listing of the edutech business of the company on the stock exchanges. The transaction shall be carried out through a composite scheme of arrangement to be approved by the jurisdictional National Company Law Tribunal (‘NCLT’).

The Scheme is pending for necessary statutory, regulatory and other approvals.

Dhruva Advisors acted as the tax and structuring advisors to Career Point on the transaction.

IWEL sold its wind energy business to Inox Leasing and Finance Limited (‘ILFL’) for cash consideration, to ensure focused growth of the wind energy business. The transaction was consummated as a slump sale of the business by IWEL to ILFL.

IWEL is a listed company with interests in the renewable energy business. It acts as the holding company of Inox Wind Limited, a company engaged in the manufacturing and sale of wind turbine generators, wind farm development activities etc.

Dhruva Advisors acted as the tax and structuring advisors to IWEL and ILFL on the transaction.

Promoters of Auctus, a management consulting and advisory company through a share purchase agreement acceded to sell their stake to YCP, a management consulting firm based out of Singapore for a cash consideration of INR 127 crores.

Additionally, promoters of Auctus assented to act as KMP and create sustainable value for the YCP business group and in doing so as per the commercial arrangement agreed to acquire equity shares of a YCP group entity and in lieu of these equity shares promoters were entitled to receive depository receipts at a future point, that are listed on Tokyo Stock Exchange.

Dhruva Advisors acted as the tax and regulatory advisors to Auctus on the transaction.

Sun Pharmaceutical Industries Limited (‘Sun Pharma’) being world’s fourth largest specialty generic pharmaceutical company and India’s top pharmaceutical company, acquired shares of Concert Pharmaceutical Inc. (‘Concert Pharma’) a US based company listed on NASDAQ, in a USD 576 Million deal.

Concert Pharma is a late-stage clinical biopharmaceutical company that is developing deuruxolitinib, for the potential treatment of adult patients with moderate to severe alopecia areata. Concert Pharma had certain Intellectual Property Rights (IPR).

Dhruva Advisors acted as the tax and regulatory advisors to Sun Pharma on IPR and related matters.

Best Koki was an equity joint venture between Koki GmbH and Best Auto Private Limited (‘BAPL’). Koki GmbH exited from the joint venture since it was unable to contribute further capital to finance the operations. Post exit by Koki GmbH, Best Koki is entirely owned by BAPL.

Best Koki is engaged in the business of manufacturing of transmission shifting systems including shift towers, shift forks and park lock applications to OEMs.

Dhruva Advisors acted as the tax and structuring advisors to Best Koki on the transaction.