Dear All,

M&A activity in India continues to be steady with a number of deals taking place during the second quarter of 2021. We, at Dhruva are delighted to inform you that we 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:

Infusion of ~USD 376 million by Think & Learn Private Limited (“Byju’s”) into Whitehat Education Technology Private Limited (“Whitehat”)

Byju’s nvested an amount of ~USD 376 million to acquire Series B preference shares in Whitehat. Byju’s stake increased to 94.3% in Whitehat on fully diluted basis pursuant to such infusion.

Byju’s is one of the India’s largest ed-tech company and the creator of school learning app.

Whitehat is an online education platform for teaching coding and math.

Dhruva Advisors acted as the tax advisors to Byju’s on the transaction.

Acquisition of majority stake in SunSource Energy (“SunSource”) by SHV Energy

SHV Energy, a Netherlands-based global distributor of liquefied petroleum gas (LPG) acquired a majority stake in India-based distributed solar company SunSource Energy.

SHV Energy is expected to invest ~ USD 240 million in the next two years to ramp up solar energy generation capacity of SunSource to 550 MW from the present 65 MW.

SunSource, founded in the year 2010 mainly focussed on design and engineering, procurement, and construction of solar projects. It expanded in 2018 to invest in commercial and industrial solar projects to sell energy to its customers. SunSource also develops and invests in off-site commercial and industrial projects known as open access solar projects.

Dhruva Advisors acted as the tax advisors to SHV Energy on the transaction.

Acquisition of Edelweiss Gallagher Insurance Brokers Limited (“EGIBL”) by Gallagher Group, USA (“Gallagher”).

Gallagher has entered into a Share Purchase Agreement with Edelweiss Group to acquire balance 70% stake in EGIBL for ~ USD 40 million, taking its aggregate shareholding to 100%.

Gallaghar is a global insurance broker, risk management services and consulting firm.

EGIBL, a part of Edelweiss Group, offers general insurance solutions to clients across India. The business operates across four areas; corporate, affinity & association, reinsurance & global and digital solutions.

Dhruva Advisors acted as the tax advisors to Gallagher on the transaction.

Total Energies SE Group buys 20% stake in Adani Green Energy Limited

Total Energies SE Group (“TOTAL”) acquired 20% equity stake of Adani Green Energy Limited (“AGEL”) from promoters of AGEL. TOTAL also has 50% stake in a joint venture with AGEL which has a portfolio of operational solar power assets. The total investments of TOTAL in the stake in joint venture earlier and in AGEL now stands at ~ USD 2.5 billion.

Dhruva Advisors acted as tax advisors to AGEL with respect to investments from TOTAL Group considering the commercial objectives as well as tax and regulatory implications thereon.

Adani Airports Holding Limited acquires 23.5% stake in Mumbai International Airport Limited

Adani Airports Holding Limited (“AAHL”) acquires 23.5% equity stake in Mumbai International Airport Limited (“MIAL”) for ~ USD 225 million from the two foreign firms i.e., ACSA Global Limited (“ACSA”) and Bid Services Division (Mauritius) Limited (“Bidvest”).

AAHL is the flagship holding company of Adani Group for its airports business and a Wholly Owned Subsidiary of Adani Enterprises Limited.

Dhruva Advisors acted as tax advisors to AAHL in connection with their acquisition of stake in MIAL.

Adani Ports and Special Economic Zone Limited acquires 100% equity stake in Dighi Port Limited

Adani Ports and Special Economic Zone Limited (“APSEZ”) acquires 100% equity stake in Dighi Port Limited (“DPL”) for ~ USD 95 million.

APSEZ is India’s largest private ports and logistics company and the flagship transportation arm of the diversified Adani Group.

Dhruva Advisors acted as tax advisors to APSEZ in connection with tax issues of acquisition of DPL under the provisions of Insolvency and Bankruptcy Code, 2016 (“IBC”).

Acquisition of stake in logistics solutions provider GoBOLT by Paragon Partners

GoBOLT (Camions Logistics Solutions Private Limited) raised funding of ~ USD 20 million from Paragon Partners and Aavishkar Capital, a venture capital firm.

GoBOLT is an end-to-end logistics solutions provider that gives line haul express solutions to the ecommerce and non-ecommerce industry.

Paragon Partners is an India focused mid-market private equity fund founded by Siddharth Parekh and Summet Nindrajog.

Dhruva Advisors conducted a tax due diligence on GoBOLT for Paragon Partners.

Acquisition of Relationship Science LLC (“Relationship Science”) by Euromoney Institutional Investor PLC (“Euromoney”)

Euromoney has acquired Relationship Science including its Indian subsidiary for a total consideration of ~USD 7.4 million.

Euromoney is a UK based global B2B information service provider of price discovery, essential market intelligence and events listed on the London Stock Exchange.

Relationship Science, a US based company, is a global relationship-mapping data provider serving financial, professional services and not-for-profit organisations.

Dhruva Advisors acted as the tax advisors on the transaction.

Acquisition of stake in Nichepharm by Recipharm AB

In 2019, the Sobti family entered into a joint venture with Recipharm AB (“Recipharm”), a Swedish listed company in the global contract development and manufacturing space, for creating production capacity in India for a range of sterile dosage forms wherein Recipharm had acquired 8% equity stake in a new joint venture company, Nichepharm.

The Sobti family has now expanded the partnership by offering an additional 16% stake in the joint venture company to Recipharm taking the total stake of Recipharm in the venture to 24%.

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

Composite Scheme of Arrangement between Inox Renewables Limited, GFL Limited and Inox Wind Energy Limited

Inox Renewables Limited was amalgamated into GFL Limited and the renewable energy business of GFL Limited was transferred to Inox Wind Energy Limited by way of a mirror image demerger.

GFL Limited is a listed entity and Inox Wind Energy Limited was listed pursuant to the Scheme, which resulted in value unlocking for the shareholders.

Dhruva Advisors conceptualized and implemented the entire Scheme of Arrangement.