Corporate Profile 2019

Duff & Phelps

Duff & Phelps is the global advisor that protects, restores and maximizes value for clients in the areas of
valuation, corporate finance, investigations, disputes, cyber security, compliance and regulatory matters,
and other governance-related issues. We work with clients across diverse sectors, mitigating risk to assets,
operations and people.

MORE THAN

3,500+ 7,500
TOTAL PROFESSIONALS
15,000 CLIENTS INCLUDING NEARLY
50% OF THE
ENGAGEMENTS
GLOBALLY PERFORMED IN 2018 S&P 500

THE EUROPE AND ASIA

AMERICAS MIDDLE EAST PACIFIC

2,000+ 1000+ 500+

PROFESSIONALS PROFESSIONALS PROFESSIONALS

Duff & Phelps 2

Evolution

Acquired
CounselWorks to Duff & Phelps is
expand Compliance acquired by
and Regulatory Permira Funds,
Consulting practice the global private
equity firm
Taken private by a Acquired Tregin
Acquired private equity Solutions to expand Acquired Kroll
Duff & Phelps Corporate Value consortium led by The technology solutions and launched
founded and evolves Consulting (CVC) Carlyle Group and the capability of Legal Governance, Risk,
into diversified from Standard & Duff & Phelps Management Investigations and
financial services firm Poor’s management team Consulting Disputes practice

1932 1994 2005 2007 2013 2015 2016 2017 2018 2019

Credit ratings Listed on the NYSE Acquired American Acquired Quantera Acquired
business spun-off Appraisal to Global Asia, the Prime Clerk,
From 2007 to 2012, expand global leading Asia Pacific Forest
acquired 14 Valuation Advisory transfer pricing firm, Partners and
businesses Services practice to enhance our Zolfo Cooper
to expand service presence in the Asia
offerings Acquired Kinetic region
Partners and
launched
Compliance and
Regulatory
Consulting practice

Duff & Phelps 3

One Company

ACROSS 28 COUNTRIES WORLDWIDE

EUROPE AND
THE AMERICAS MIDDLE EAST A S I A PA C I F I C
Addison Houston Pittsburgh Abu Dhabi Dublin Munich Bangalore Shanghai
Atlanta Libertyville Reston Agrate Brianza Frankfurt Padua Beijing Shenzhen
Austin Lisle St. Louis Amsterdam Lisbon Paris Guangzhou Singapore
Bogota Los Angeles San Francisco Athens London Pesaro Hanoi Sydney
Boston Mexico City São Paulo Barcelona Longford Porto Ho Chi Minh City Taipei
Buenos Aires Miami Seattle Berlin Luxembourg Rome Hong Kong Tokyo
Cayman Islands Milwaukee Secaucus Bilbao Madrid Turin Hyderabad
Chicago Minneapolis Silicon Valley Birmingham Manchester Warsaw Mumbai
Dallas Morristown Stamford Channel Islands Milan New Delhi
Denver Nashville Toronto Dubai Moscow
Detroit New York Washington, DC
Grenada Philadelphia

Duff & Phelps 4

About Us

WE SERVE WE RANK WE WON

69% of Fortune 100 companies #1 U.S. Fairness Opinion Provider1 Best Cyber Security Services
Provider5, 6
91% of Am Law 100 law firms #1 Global Fairness Opinion
Provider1 Best Litigation Dispute Advisory
Services Consultant6
80% of the 25 largest Euro STOXX
companies #4 U.S. Middle Market M&A Advisor Best Corporate Investigations
over the past 5 years2 Provider6
72% of the 25 largest private equity
firms in the PEI 300 #1 Forensic Consultant in North Compliance Consulting Team of
America3 the Year7
68% of the 25 largest hedge funds in
the Alpha Hedge Fund 100 #1 IP Litigation Consulting Firm in Best Global Risk and Investigations
the U.S.4 Consultant6

Largest independent valuation Thought Leader in Digital

advisory firm Forensics, Arbitration and
Investigations3

1. Source: Published in Thomson Reuters’ “Mergers & Acquisitions 3. Who’s Who Legal 2018: Forensic and Litigation Consulting.
Review - Full Year 2018.” 4. 2018 IAM
2. Source: Thomson Financial Securities Data (U.S. deals $50M 5. HedgeWeek 2018
< $150M, including deals without a disclosed value). Full years 6. The National Law Journal 2018
2014 through 2018. 7. https://www.c5-online.com/women-compliance-awards-3/2017-
winners/

Duff & Phelps 5

Enhancing Value Across a Range of Expertise

VALUATION CORPORATE GOVERNANCE, RISK,

ADVISORY FINANCE INVESTIGATIONS
AND DISPUTES

Valuation and consulting for financial
reporting, tax, investment and risk
management purposes
• Valuation Services
• Alternative Asset Advisory
• Real Estate Advisory
• Tax Services
• Transfer Pricing
• Fixed Asset Management and
Insurance Solutions
Objective guidance to management
teams and stakeholders throughout
restructuring, financing and M&A
transactions, including independent
fairness and solvency opinions
• M&A Advisory
• Fairness Opinions
• Solvency Opinions
• Transaction Advisory
• ESOP and ERISA Advisory
• Commercially Reasonable Debt
Opinions
• Distressed M&A and Special
Situations
Combined Duff & Phelps and Kroll
risk management and mitigation,
disputes and other advisory services
• Business Intelligence and
Investigations
• Disputes
• Cross-Border Restructuring
• Cyber Risk
• Legal Management Consulting
• Security Risk Management
• Compliance Risk and Diligence
• Compliance and Regulatory
Consulting

Duff & Phelps 6

Services Across the Transaction Lifecycle
ASSESSMENT OF
STRATEGIC
ALTERNATIVES
Transaction Consulting
• Transaction identification
• Buy-side / Sell-side advisory
• Industry and market scoping
studies
• Financial projections and
transaction modeling
• Transfer Pricing
Duff & Phelps
INVESTMENT
Transaction Pursuit
• Financial due diligence
• Business valuation
• Fairness opinions
• Accretion/Dilution analyses
• Carve-out analyses
• Solvency opinions
• Strategic tax planning
Change of Control
Acquisition
• Purchase price allocation
• Valuation and structuring of
contingent consideration,
earn-outs and stock-based
compensation
• Valuation of guarantees and
indemnifications
• Tax valuations
REPORTING EXIT PLANNING
AND OPERATING AND SALE
PERFORMANCE
IMPROVEMENT
Financial and Tax Reporting Exit Preparation
• Goodwill and intangible asset • Sell-side M&A advisory
impairment testing
• Sell-side due diligence
• Transfer pricing
Post Sale
• Tax legal entity valuations
• Dispute analysis/litigation
• Unclaimed property reporting support
Cash Flow Improvement • Post acquisition disputes
• Property tax consulting
• Shareholder disputes
• Real property cost segregation
• Expert witness testimony
• Real estate consulting
• Sales and use tax consulting
Financing
• Private placement of debt and
equity
• ESOP and ERISA advisory
• Collateral valuation
Financial Distress
• Restructuring advisory
• Fresh start accounting
7
Industry Expertise

Serving Nearly 70% of Serving Nearly 70% of

Fortune 100 Companies Euro STOXX 100 Companies

Duff & Phelps 8

Valuation Advisory Services
Valuation Advisory Highlights

1,405 Largest
Independent
Performed PPA for over 35 transactions
with individual deal value over

Professionals
including 152 Managing Valuation $5 billion
Directors, dedicated to in the past five years
Advisory Firm
Valuation Advisory

Duff & Phelps professionals: In 2017 we

Serve on AICPA task forces including: Business Combinations, Goodwill Impairment
performed over:
(Co-Chair) and Private Equity/Venture Capital

Managing Director appointed to The Appraisal Foundation’s Appraisal Practices Board

Principal drafter of U.S. Private Equity Valuation Guidelines

7,600
engagements for
Provided public commentary to the OECD on base erosion and profit shifting more than
action items impacting transfer pricing

Served as panelists on IFRS and mark-to-market SEC roundtables

Director appointed to the International Valuation Professional Board by the

3,000
International Valuation Standards Council (IVSC) clients

Duff & Phelps 10

Professional Affiliations
Duff & Phelps Managing Directors provide input to regulators and standard-setters, and actively
contribute to the development of valuation industry best practices.

Duff & Phelps 11

Industry Expertise

Serving Nearly 70% of Serving Nearly 70% of

Fortune 100 Companies Euro STOXX 100 Companies

Duff & Phelps 12

The Office of Professional Practice (OPP)

Duff & Phelps 13

Merchant Banking Services
Duff & Phelps India Private Limited is a SEBI Registered Category I Merchant Bank.

We can provide Fairness Opinions as well as valuation services in compliance with any of the following
policies/ Acts:

Merchant Banking services provided by Duff & Phelps

Companies Act 2013 Income Tax Act SEBI Compliance FEMA/ RBI Compliance
Compliance Requirements Compliance Requirements Requirements Requirements

Investing in other companies
using share swaps
Preferential issue of shares
Providing exit to minority
shareholders
Issuing sweat equity or
shares for non-cash
consideration
Indirect transfer of assets
from foreign companies
(compliance with Section 9 of
IT Act)
Transactions in unquoted
shares, required to comply
with Section 56 of the IT Act
– ESOP Valuations
Merger or demerger Issue or transfer of shares
transaction between resident and non-
resident shareholders
Delisting of public companies
Issue of shares to person(s)
Transactions in REIT and resident outside India
InvIT assets
Share acquisition of
infrequently traded listed
entity

Buyback or capital reduction

Duff & Phelps 14

Valuation Thought Leadership

Cost of Capital Navigator

Duff & Phelps 15

 Credentials - India

We have provided a variety of consulting services to the following companies :

Consumer &
Retail

Financial
Services

Healthcare &
Pharmaceutical

IT & IT
Enabled

Manufacturing

Oil & Energy

Real Estate &

Infrastructure

Telecom,
Internet &
Media

Duff & Phelps 16

 Credentials - India
Early Stage Companies

We have provided a variety of consulting and valuation services to the following companies :

E-commerce

Financial
Services

Early/Growth
stage investor

Healthcare &
Pharmaceutical

Others

Software

Travel &
Transportation

Duff & Phelps 17

Our Team
Valuation & Corporate Finance

Varun Gupta, Country Head & Santosh N, Senior Advisor – Aviral Jain, Managing Director –
Managing Director- Mumbai Bangalore Delhi
T +91 (0)22 6623 1001 T +91 (0)80 6125 6125 T +91 (0)11 4935 9801
Varun.Gupta@duffandphelps.com Santosh.N@duffandphelps.com Aviral.Jain@duffandphelps.com

Rishi Aswani, Managing Director – Umakanta Panigrahi, Managing Director – Piyush Patnaik, Director –
Mumbai Mumbai Bangalore
T +91 (0)22 6623 1011 T +91 (0)22 6623 1002 T +91 (0)80 6125 6126
Rishi.Aswani@duffandphelps.com Umakanta.Panigrahi@duffandphelps.com Piyush.Patnaik@duffandphelps.com

Ujjwal Ganguly, Senior Advisor – Sanjay Ray, Senior Advisor – Harsh Talikoti, Vice President –
Delhi Mumbai Hyderabad
T +91 (0)11 4935 9802 T +91 (0)22 6623 1006 T +91 (0)80 6125 6104
Ujjwal.Ganguly@duffandphelps.com Sanjay.Ray@duffandphelps.com Harsh.Talikoti@duffandphelps.com

Vinay Manchanda, Director – Deepak Panda, Director –

Delhi Mumbai
T +91 (0)11 4935 9806 T +91 (0)22 6623 1020
Vinay.Manchanda@duffandphelps.com Deepak.Panda@duffandphelps.com

Duff & Phelps 18

Alternative Asset Advisory
Services
Portfolio Valuation Services
Over a decade of leading valuation and advisory services for alternative investment managers
• Largest valuation firm in the alternative asset space
• Valuing the most diverse portfolio of alternative investments

Key Highlights What we do

• Duff & Phelps’ Alternative Asset Advisory client base • Duff & Phelps provides an objective and independent third
consists of 400+ alternative asset fund managers and party perspective on all classes of illiquid securities assisting
investors alternative investment managers in the U.S. and globally

• We perform in-depth valuation analyses of all asset types for
clients across the spectrum of banks, hedge funds and
private equity firms globally:
• 68% of the top 25 largest Hedge Funds
• 72% of the top 25 largest Private Equity Funds
• 68% of the top 25 largest publicly traded Hedge Fund
platforms (business development companies or
“BDCs”)
• 80% of the top 30 Limited Partners listed by PEI
• Our client base includes 18 BDCs (17 public, 1 private)
• Venture capital, Private debt and mid-market private
equity funds are the fastest growing segment of our
client base
• Duff & Phelps assists clients with design and implementation
of best in class valuation policies and procedures including
drafting and ongoing review of valuation processes and
procedures to ensure best practice
• Our services sought by our clients for several mission critical
applications include:
• Financial and management reporting
• Transaction support
• Audit and stakeholder requirements

• We review or value over 10,000 investment positions on a

quarterly basis, including derivatives and structured products

• We have 14 full-time Managing Directors and draw from

D&P’s pool of over 2,300 valuation professionals with wide
ranging sector and asset class expertise across the
spectrum

Duff & Phelps 20

Fund Governance Range of Services
Valuation Policy
Review
Review of a fund's existing
valuation policy, with gap
analysis identifying any areas
of deficiency as well as
suggested actions to address
any such deficiencies.
Valuation Policy
Drafting
Drafting of a new valuation
policy for a particular fund or
fund manager. Output of
our work is a valuation
policy in Microsoft Word
format which the fund
manager may adopt and
modify as needed.
Mock Valuation Due
Diligence
Mock review (either from the
perspective of a potential
investor doing operational due
diligence or from the perspective
of a regulator) with the aim of
identifying and mitigating any
deficiencies.
Valuation Governance
Advisory
Advisory services to
boards of directors or
valuation committees to
ensure proper governance
of the valuation function.

Sovereign Wealth Funds/Institutional Investors

We have assisted numerous investors with policy & procedure-related projects, including:

• Drafting and/or best practice recommendations for LP Valuation Policies & Procedures; and
• Review of Underlying GP Valuation Policies & Procedures for future investment decision-making.
• Select clients for whom we have provided these services:

Duff & Phelps 21

 Covering the Full Spectrum of Illiquid Assets and Securities
Duff & Phelps is a recognized market leader, providing illiquid portfolio pricing valuation services to the alternative investments
community. We currently review thousands of positions monthly, quarterly, and/or annually across a broad range of industries and
clients.
Alternative Assets
• Private/Direct Loans
• Real Estate
• Private Equity (Direct)
• Private Equity (Co-invest)
• Hedge Fund and Private
Equity General
Partnerships (GPs)
• Hedge Fund and Private
Equity Limited Partnership
Interests (LPs)
• In-Kind Distributions
• Other Illiquid investments
• Non-performing loan pools
Duff & Phelps
Corporate Securities
Valuation
• Convertible debt
• Callable debt
• Private Secured and
Unsecured Loans
• Distressed Debt
• Other Debt Instruments
• Preferred and Non-Public
stock
• PIPEs
• Illiquid Common Equity
• Employee stock options
(FAS 123/IFRS2) and
Restricted Stock
• Warrants
• Securities with embedded
derivatives
• Allocation of value among
various claim holders
• Common stock of highly
leveraged companies
• Contingent stock
Options and Other
Structured Products Contractual Agreements
Derivatives
• US Agency and Non- • Executive compensation • Futures & Forwards
Agency RMBS: plans • Swaps - Interest Rate,
Subprime, Alt-A, and • Contracts with contingent Variance, Dividend,
Option ARMs
payments Energy and Volatility
• European Agency and Swaps
• Employee stock options
Non-Agency RMBS: (FAS 123/IFRS2) • Options - Equity, Interest
Socialist Capitalist Rate, Currency,
Master Trusts, Pass- • Management Incentive
plans associated with Commodity & Energy
Throughs and Covered Options
Bonds FAS123R/IFRS2)
• Credit Default Swaps and
• Asset-Back Securities other credit derivatives
and Structured Notes
• Warrants (Debt)
• CMBS
• Other OTC derivatives
• Various types of CDOs
including ABS CDO, • Catastrophe bonds
CBO, CRE CDO, CLO,
CDO2, Synthetic CDOs,
and Trust Preferreds.
• Collateralized Fund
Obligations (CFOs) –
Hedge Fund and Private
Equity Interests
• ARS
22
Secondary Market Advisory Overview
Duff & Phelps specializes in serving as the trusted advisor providing secondary market liquidity solutions to general partners,
limited partners and shareholders in alternative investments.

General Partners Limited Partners Shareholders

Buyout Pension PE, VC, and

Funds Funds Hedge
Venture Hedge Corporations Banks Funds
Funds Funds Family Banks
Offices
Sovereign Family Founders
Natural Corporations
Resource
Duff & Real Estate Funds Duff & Offices
Phelps Funds Phelps Duff &
Funds
Phelps
Insurance Endowments Asset Governments
Timber Companies Managers
Energy
Funds
Funds Early
Infrastructure Asset Foundations Employees
Funds Managers Investors Insurance
Companies

We work closely with each client to customize a secondary transfer process designed to achieve their objectives and maximize the
value of the assets.

Valuation Marketing Offering Negotiation Closing

Review and provide Identify optimal buyers in Present the opportunity to Analyze the bids and Coordinate the negotiation
indications for the assets an effort to maximize the potential buyers through a advise on ways to and execution of the
to assist sellers in setting value of the assets confidential negotiated maximize asset value and transfer documents and
their offer price sale or auction process achieve seller objectives obtain transfer approval

Duff & Phelps 23

Select Fund clients (India)
Duff & Phelps has extensive experience valuing a broad range of securities including performing & non-performing loans, convertible &
non-convertible debentures, equity, preference shares and other complex assets for funds domiciled and investing into India.

Semi-Annual Portfolio Annual Portfolio Quarterly Portfolio Semi-Annual Portfolio Credit Portfolio Annual Portfolio
Valuation Valuation Valuation Valuation Valuation Valuation

Crossover Fund Opportunities Fund

Ventures II Distressed Asset Fund
Five funds Four funds Real Estate fund

Quarterly Portfolio Quarterly Portfolio Quarterly Portfolio Semi-Annual Portfolio Annual Portfolio Annual Portfolio
Valuation Valuation Valuation Valuation Valuation Valuation

$500 million+ Indian PE

/ Infrastructure Fund
Three funds

Quarterly Portfolio Semi-Annual Portfolio Annual Portfolio Annual Portfolio Valuation Policy Annual Portfolio
Valuation Valuation Valuation Valuation Valuation

Middle Eastern
Sovereign Wealth Fund

All funds

Credit Portfolio Valuation of Debt & Financial Instrument Financial Instrument Annual Portfolio
Valuation Policy
Valuation Equity Investments Valuation Valuation Valuation

All funds

Duff & Phelps 24

Secondary Market Solutions
Duff & Phelps’ Secondary Market Advisory (D&P SMA) practice advises general partners, limited partners and shareholders,
creating customized liquidity solutions that enable them to address their alternative investment challenges. Because of
the breadth of Duff & Phelps’ advisory experience and services, D&P SMA is capable of equipping its clients with the tools
needed to better evaluate their private equity portfolios and secondary market opportunities.

General Partners Limited Partners Shareholders

Alternative » Handle the increasing frequency of
limited partner transfer requests
Investment
» Address aging tail-end funds
Challenges » Extend the lives of funds to
maximize portfolio value
» Generate distributions for limited
partners
» Rebalance portfolios
» Monitor portfolio holdings
» Meet liquidity needs
» Comply with regulations
» Address aging tail-end funds
» Meet liquidity needs
» Establish end of investment time
horizon
» Divest assets that are no longer
strategic
» Manage in-kind distributions of
private company shares

Secondary Collaborate with Conduct secondary sales Conduct secondary sales

general partners to...
Market
Advisory » Create custom liquidity programs to
manage the sale process for selling
Solutions limited partners
» Sell older vintage tail-end funds to
make final distributions to limited
partners
» Restructure funds to bring in new
capital and provide limited partners
with an exit opportunity
of LP interests to…
» Meet investment allocations
» Reduce portfolio monitoring by
exiting non-core general partner
relationships
» Dispose of older vintage tail-end
funds
» Generate needed liquidity in a
portfolio
» Comply with regulatory changes
» Reduce exposure to unfunded
commitments
of private company shares to…
» Obtain liquidity prior to a company
achieving an exit event
» Divest assets in order to reallocate
capital when companies are no
longer strategic
» Liquidate private company shares
after receiving an in-kind
distribution from a fund

Duff & Phelps 25

Created Value Attribution (CVA)
Industry Convention For Measuring Created Value
Many GPs (and some LPs) perform Created Value Attribution (CVA) analyses by considering shifts in the following major value
drivers:
 EBITDA;
 the “Multiple”; and CREATED
VALUE NET DEBT
 Leverage

The conventional “wisdom” is that increases in EBITDA reflect operational improvement, while multiple expansion is considered
a macro effect and often discounted or disregarded.

The Problem and Duff & Phelps Solution

Industry Convention Provides Insufficient Transparency and Can Mislead

• EBITDA can be purchased
• Multiples move for many reasons
• Investors often assume an increase in EBITDA is
positive
• Investors often assume multiple expansion is macro
driven
• Limited transparency into how value is created
• Convention provides insufficient detail to connect
results to specific GP contributions or initiatives
• Ultimately, EBITDA improvement does not correlate
well with unique value creation Alpha represents organic value creation on an outperform basis

Duff & Phelps 26

Duff & Phelps CVA

Total
Median Std. Dev
(Aggregate) • In the aggregate, the D&P framework indicates
Industry / Sector 38% 27% 70% 55% of value creation is Unique and 38% is
Beta (Capital Markets) 3% 3% 33% Industry/Sector driven
Deleveraging 4% 0% 123%
• Beta and Deleveraging are not significant
Alpha (Unique) 55% 54% 169% sources of value creation for Operational Value
Total 100% Partners

• Majority of value creation is Alpha (Unique),

indicating organic value creation on an
Operational Value Partners outperform basis and consistent with
Portfolio Results For Fund III operational and strategic value-add
Last Ten Exits as of June 2015

Duff & Phelps 27

Investment Manager Valuation
Duff & Phelps has extensive experience in Investment Manager valuation for tax, financial reporting, and transaction
advisory purposes.
A sample of recent engagements for clients in India is described below:
– Services to estimate the Fair Market Value of the entity in a transaction involving setting up a Limited Liability Partnership with a foreign
limited liability company as one of the partners
– Services to estimate the Fair Market Value of the entity undergoing corporate restructuring, whereby shares were proposed to be sold
to an affiliate entity and the valuation was required for Indian tax and transfer pricing regulations

– Estimation of Fair Market Value of companies, and analyses of the discount for lack of control and lack of marketability that are
applicable in valuing a limited partnership interest in the companies

– Estimation of Fair Market Value of the Indian General Partner’s interest in two private equity funds for potential sale

A sample of recent engagements for clients globally is described below:

• For two global alternative asset managers with assets of over $200.0 billion & $300.0 billion:
– Services to estimate the Fair Market Value of member interests, founder trusts, and global partner interests
• For two global alternative asset managers with assets of approximately $65.0 and $85.0 billion:
– Valuation of management company and underlying fund platforms under the Investment Company Act of 1940 related to an expected
liquidity event.
• For a global long/short real estate hedge fund with assets of approximately $3.5 billion:
– Fairness Opinion of a proposed sale of shares related to a spin-off of a new investment strategy
• For a global alternative asset manager with assets of over $150.0 billion:
– Estimation of the Fair Market Value of each legal entity for tax purposes
• As part of a transaction opinion for an investment manager with over $250.0 billion in assets under management:
– Valuation of the general partnership interest in over twenty capital interests; and
– Valuation of management’s interest in the incentive fees expected to be generated by eighteen funds managed by a third party
alternative asset manager

Duff & Phelps 28

Other Alternative Asset Advisory Services
Limited Partner (“LP”)
Services
• Review of Client’s Policies
& Procedures
• Alignment of policies with
latest standards and best
practices
• Determination of whether
fund managers deliver
“robust” pricing
• Bringing values in-phase
• Assurance
• Independent
estimation
• Created Value Attribution
(CVA)
Duff & Phelps
Secondary Market
Operational Risk Due
Valuation & Transaction
Diligence
Support
• Onsite operational due • Provide ranges of Fair
diligence review Values for illiquid LP
• Fund documentation investments
analysis and onsite due • Insight into alternative
diligence review asset market conditions
covering pricing and • Access to our clients and
cash management networks in the
procedures with service alternative asset space
provider verification
• Advisory and
• Assessment of the management of LP
funds valuation interests selling in the
methodology with secondary market
verification from the
• Providing Fairness
service providers
Opinions and oversight in
• Service provider review connection with
• On-going Monitoring transactions
Transaction Support
Services For Liquidity
Event/IPO
• Comprehensive valuation
services for alternative
asset managers planning a
liquidity event/IPO
• Creation of bottoms-up,
highly granular DCF
analysis, including valuation
of liquid and illiquid
positions and cash flows
from future funds
• Used for internal and
external pricing, financial
reporting, and tax
Fund Administrators
Services
• Advisory services on
valuation policy
• Outsourced portfolio and
managed account valuation
capacity
• Third party operational risk
due diligence support
• Range of additional services
related to the value and risk
of complex illiquid securities
29
Duff & Phelps leads the Industry in setting the Standard for
Valuation Best Practice

PEI Guide to Private IPEV Valuation 2016 Valuation 2012 AIMA Guide to Limitations of the Invest Europe (EVCA)
Equity Valuation Guidelines authored Handbook – Industry Sound Practices for Value Bridge and How Guide to Professional
authored by a team of by Duff & Phelps Cost of Capital Hedge Fund Valuation LPs Can Better Standards –
Duff & Phelps Managing Director authored by Duff & – Contributing Author Assess Value Contributing Working
Managing Directors David Larsen Phelps Managing Creation – The ILPA Group Member
Director Roger White Paper Series –
Grabowski Authored by PJ Viscio
and George Pushner

* Not shown above are the (1) recent 2018 Working Draft of AICPA Accounting and Valuation Guide “Valuation of Portfolio Company Investments of Venture Capital
and Private Equity Funds and Other Investment Companies” and (2) 2018 Edition of the IPEV Valuation Guidelines.

Duff & Phelps 30

Our Team

Varun Gupta, Country Head & Managing Director- Mumbai Varun Munjal, Vice President
T +91 (0)22 6623 1001 T +91 (0)22 6623 1066
Varun.Gupta@duffandphelps.com Varun.Munjal@duffandphelps.com

Rishi Aswani, Managing Director – Mumbai Pratik Sengupta, Director

T +91 (0)22 6623 1011 T +91 (0)22 6294 8221
Rishi.Aswani@duffandphelps.com Pratik.Sengupta@duffandphelps.com

Santosh N, Senior Advisor – Bangalore

Ranbir Thukral, Vice President
T +91 (0)80 6125 6125
T +91 (0)22 6623 1081
Santosh.N@duffandphelps.com
Ranbir.Thukral@duffandphelps.com

Simerna Singh, Vice President - Mumbai

T +91 (0)22 6623 1010
Simerna.Singh@duffandphelps.com

Roshini Kamath, Vice President – Bangalore

T +91 (0)80 6125 6110
Roshini.Kamath@duffandphelps.com

Duff & Phelps 31

Restructuring Services
Restructuring Advisory Highlights

300+ Stress
Operational
Restructure
Cash Flow
Management
Solutions
Strategic
Realignment
Debt
Restructure
Capital
Raising
Solutions
Professionals
Valuation Advisory Regulatory and Directory of private
serving as advisors to Insolvency Support in liabilities
Forensic Litigation equity and hedge fund
Support investors
debtors and creditor
committees

Why choose Duff & Phelps? Our Services

• More than 200 restructuring professionals globally serving as advisors to

• Corporate Restructuring
debtors and creditor committees
• Debt Advisory
• Longstanding working relationships with the most active stakeholders
• Tax Arrears Solutions
and investors in the distressed community
• Distressed mergers and acquisitions
• Seamless support for multinational transactions and cross-jurisdictional
distressed situations • Operational and financial performance
• Over 550 transactions completed with $850 billion in liabilities • Illiquid investment management
• Extensive expert testimony and expert report experience, including• Corporate Structure Simplification
•
valuation, plan of reorganization / restructuring and capital structure Property portfolio management
• We manage the entire CIRP, ensuring value of the Corporate Debtor • Financial due diligence reviews
is preserved and maximum returns are delivered to the lenders • Chief restructuring officer / interim
management

Duff & Phelps 33

Our Restructuring Services

HOW CAN W E HELP • Strategic options • Stakeholder representation

analysis • Independent business and viability reviews

• Contingency planning • CRO/Interim management

Duff & Phelps' Restructuring Advisory practice • Corporate insolvency
appointments
is uniquely positioned to assist global investors Debt
• Acting as resolution Restructuring
in finding valuable investment opportunities professional for cases
undergoing CIRP
during periods of financial instability. For process • Profit enhancement
decades, our practice has forged longstanding • Cash flow management Corporate • Working capital improvement
Restructuring • Operational and financial
working relationships with the most active Business
turnaround
bankers, stakeholders, and investors in the Consulting • Crisis stabilization and
stakeholder management
distressed community. Our sector experts
recruited from industry draw strength from our
Disputes
extensive professional capabilities globally, and
Investigations • Financial and operational
bringing international best practices to our • Litigation and viability
dispute advisory
domestic sector experts. TEV and
• Technical due diligence
• Fraud, forensics and Due
Diligence
corporate recovery
investigations
• Asset tracing
and recovery
Valuation
Debt
Advisory
M&A
Advisory

• Fairness and solvency • Refinancing

opinions
• Business valuations
• Complex/illiquid asset
valuations
• Asset appraisals
• Working Capital Financing
• Project Financing
• Buy-side and sell-side advisory
• Interim Financing
• Transaction support
• Priority Financing
• Access to international buyers
• Distressed and Accelerated M&A

Duff & Phelps 34

Restructuring Services for India
Our ability to assist investors before, during and after a restructuring or insolvency process creates significant efficiencies and delivers superior results. We
seamlessly integrate senior professionals from across our business in order to deliver the solutions our clients need. We can provide operational, analytical
and transaction support, as required, to help investors fully evaluate investment opportunities and maximize returns.

Pre-Insolvency Services Transaction and Post-completion Support

Acquisition of NPAs NCLT Process

 Opportunity Identification *  Resolution plan preparation:
 Acquisition / lender negotiation assistance - Detailed business, business plan and market review
- Valuation and business / scenario modelling
 Valuation & business modelling
- Investment exit option analysis
 Debt pricing analysis
- Negotiation and deal execution support
 Security structure review and legal diligence
 Where pre-insolvency services have not been provided:
 Post-acquisition options analysis (including enforcement issues) - Appointment as resolution professional
 Liquidation and insolvency recovery assessment - Independent evaluation of resolution plans (Bid Advisory)
 Forensic due diligence - Process Advisory
- Investigations under section 29(A)

Debt Restructuring Post-completion Support

 Hands-on operational and monitoring support:
- Diagnostic review and operational improvement
- Short-term cash flow and liquidity management
- Crisis stabilization and interim management
- Business plan preparation and / or review
 Fundraising and refinancing assistance
 Operational and monitoring support:
- Performance improvement plan implementation
- Ongoing financial review and reporting role (Cash flow monitoring)
- Corporate governance assessment and improvement
 Accounting / financial reporting assistance

 Contingency planning and options analysis  Refinancing and sell-side services

 Sponsor / lender negotiation assistance

* Duff & Phelps India team comprise ex-bankers who have strong relationships in the community and have generated several potential deal details from the banking industry
Duff & Phelps 35
Our Team

Varun Gupta, Country Head & Managing Aviral Jain, Co-Head and Managing Director –
Director- Mumbai New Delhi
T +91 (0)22 6623 1001 T +91 (0)11 4935 9801
Varun.Gupta@duffandphelps.com Aviral.Jain@duffandphelps.com

Ashutosh Agarwala, Co-Head and Managing Ankur Wahal, Director – New Delhi
Director - Mumbai T +91 (0)11 4935 9852
T +91 (0)22 6623 1013 Ankur.Wahal@duffandphelps.com
Ashutosh.Agarwala@duffandphelps.com

Ashwini Mehra, Senior Advisor – Mumbai Vijay Garg, Senior Advisor – New Delhi
T +91 (0)22 6623 1000 T +91 (0)11 4935 9844
Ashwini.Mehra@duffandphelps.com Vijay.Garg@duffandphelps.com

Birendra Kumar, Senior Advisor – Mumbai B Govindrajan, Senior Advisor – Chennai

T +91 (0)22 6623 1000 T +91 (0)22 6623 1000
Birendra.Kumar@duffandphelps.com Balas.Govindarajan@duffandphelps.com

Pankaj Jain, Director – Mumbai Harsh Talikoti, Vice President – Hyderabad

T +91 (0)22 6623 1013 T +91 (0)80 6125 6104
Pankaj.Jain@duffandphelps.com Harsh.Talikoti@duffandphelps.com

Jesal Sanghvi Senior Advisor - Mumbai

T +91 (0)22 6623 1013
Jesal.Sanghvi@duffandphelps.com

Duff & Phelps 36

Transaction Advisory Services
An End-to-End Integrated Platform
Transaction Advisory Services are a critical element of Duff & Phelps’ integrated platform enabling clients to
maximize value across the transaction continuum
Transaction
Identification
Unparalleled deal flow
Industry and market
scoping studies /
Marketplace knowledge
Strategic relationships
Transaction strategy
consulting
Buy side / Sell side
advisory
Assessment of strategic
alternatives
Represents core Transaction Advisory Services
Duff & Phelps
Due Diligence Financial Deal Integration and Realization
Analysis Negotiation Post Closing
and Structuring and Closing Support
Quality of earnings / Financial projections and Anti-trust / Merger trustee Purchase price allocation Tax structuring
Cash flows transaction modeling services and accounting support
Buyer identification
Quality of revenue Business and asset Fairness opinions Goodwill impairment
valuation testing Sell side advisory
Working capital analysis Transaction
Market assessments documentation / Sell side due diligence
Key deal issues Corporate real estate
Information memorandum
Accretion / Dilution consulting
Accounting policies and analyses Letter of intent
systems analysis M&A purchase price
Preliminary purchase disputes
Bid process / Data room
Identification and price allocation management
Tax optimization
measurement of
Valuation and structuring Purchase price
unrecorded liabilities Exit structuring
of contingent adjustment mechanisms
consideration and earn-
Capex pro-forma analysis Commercial and
outs Negotiation support
shareholder disputes
Tax
Valuation of guarantees / Representations and
Indemnifications Financial restructuring
Financial projections warranties
Carve-out requirements Private placement of debt
Synergies
and equity
Tax structuring
Information technology
Financing support /
Tax valuations and Collateral valuations
Purchase price
strategic tax planning
adjustment mechanisms
Transfer pricing studies
38
Transaction Advisory Services Overview
Duff & Phelps provides buy- and sell-side transaction services to a full spectrum of multi-national clients with
growing international presence including private equity firms, law firms, and public and private companies

KEY SERVICES HIGHLIGHTS

 Buy Side Diligence  Virtually no independence issues and no services are precluded
- Quality of earnings / cash flows (i.e., D&P can provide diligence, valuation, projection analysis,
- Quality of revenue fairness opinions, transfer pricing, etc. on the same transaction).
- Net debt and debt-like items
 Ability to integrate Tax Due Diligence, Post Closing Assistance
- Quality of net assets which include Purchase Price Allocation, Business Valuation
- Accounting policies and principles and Portfolio Valuation.
- Financial reporting personnel and systems
- Projections and working capital peg analysis  Capable of applying an integrated approach by combining sell
side diligence with investment banking abilities.
- Liability risks and exposures
- Tax related risks and exposures  Ability to perform both due diligence and valuation services IFRS
3/ Ind AS 103 allocation and IAS 36/ Ind AS 36 testing) on a
 Sell Side Diligence common platform.
- Perform run rate analyses to reflect recent improvements
- Provide independent evaluation and realistic portrayal of
recurring EBITDA and adjustments
- Identify potential tax exposures, alternative structuring
scenarios, and purchase agreement improvements that
maximize value

Duff & Phelps 39

Our Unique Value Proposition for Due Diligence
 Financial, accounting and tax due diligence
Cradle to
 Post-transaction valuation and purchase accounting support
Grave Deal
 Background search on promoters and incoming buyers
Partner

 We will provide services accounting firms tend to avoid, including:

 Post-transaction valuation work will maintain continuity of deal team
 Post-transaction purchase accounting support
Not an
 Fee pricing flexibility
Accounting  Can do fixed fee arrangements – not always a rates and hours model
Firm  Our pricing model places the burden on us to accurately assess the situation and scope of services,
– and efficiently execute the work
No  Manage dead deal fees for key clients
Independence  Focused business model minimizes the risk of conflicts of interest
 Investment banking culture and infrastructure supports our ability to quickly respond to client
Issues needs and meet aggressive timeframes

 Senior level MD professionals involved in day-to-day due diligence process

 Smaller, more experienced deal teams create a more efficient due diligence process
Unique  Dedicated industry expertise resident in TAS teams
Attributes to  Involvement of Duff & Phelps valuation industry expertise
 Large number of dedicated industry groups
Due Diligence
 We perform comprehensive analyses and deliver conclusions that are supportable from multiple
perspectives
 Tailor scope of services and deliverables to client’s needs – not a “cookie cutter” approach

Duff & Phelps 40

Our Team
India Team Global Team

Varun Gupta, Country Head & Managing Director- Mumbai Raphael Newman, Managing Director- New York
T +91 (0)22 6623 1001 M +1 212 871 7144
Varun.Gupta@duffandphelps.com Raphael.Newman@duffandphelps.com

Shreyansh Vora, Director – Mumbai

T +91 (0)22 6294 8248
Shreyansh.Vora@duffandphelps.com

Lalit Makharia, Vice President – Mumbai

T +91 (0)22 66231037
Lalit.Makharia@duffandphelps.com

Gauri Wagh, Associate Vice President – Mumbai

T +91 (0)22 6623 0341
Gauri.Wagh@duffandphelps.com

Duff & Phelps April 2019 41

Our Team
Varun Gupta
Managing Director and Asia Pacific Leader, Valuation Advisory Services

Varun Gupta is the country managing director for Duff & Phelps in India. Additionally, he oversees the Asia
Pacific Valuation Services business of the firm and is a member of the firm’s global operating committee and
leadership forum.
He has over 23 years of experience in valuation and financial advisory services. He has advised clients across a
wide range of industries including Infrastructure, education & training, pharma and life sciences, internet and
eCommerce, telecom, media and entertainment, IT/ ITES etc. He has provided valuation opinions for purposes
as diverse as financial reporting, strategic decision making, tax planning, restructuring, collateralization, transfer
pricing, litigation and dispute resolution. Besides valuation of businesses in general, he specializes in valuation
of early stage companies, intangible assets (e.g., brands, intellectual property, IPR&D, etc.) complex financial
instruments, contingent consideration and ESOPs. He has also provided expert witness testimony in courts of
law and before arbitration panels. His prior experience includes stints with the valuation and financial advisory
arms of Deloitte and PricewaterhouseCoopers.

Duff & Phelps
Mumbai
T +91 (0)22 6623 1001
Varun.Gupta@duffandphelps.com
He has been a speaker at several seminars/ workshops, including valuation workshops organized by the
Institute of Chartered Accountants of India (ICAI) where he speaks on valuation of intangible assets.
Additionally, he is a regular and sought-after speaker on the valuation of early stage companies and
eCommerce companies and has spoken at forums organized by CII, ASSOCHAM, IVCA, VCCircle and other
similar bodies. He is a member of the Valuation Advisory Committee set up by the Ministry of Corporate Affairs,
Government of India. He is also regularly quoted by the financial press on evolving issues related to valuation,
including valuation of brands, celebrities and sports franchises.
Varun holds a PGDM from the Indian Institute of Management (IIM) Calcutta.

Duff & Phelps 43

Ashutosh Agarwala
Co-Head and Managing Director- Restructuring
Ashutosh Agarwala is the co-head and managing director in the restructuring practice and a qualified and
registered Insolvency Professional with 30 plus years of hands-on experience. He has good exposure to
negotiating, structuring & concluding acquisitions after fair valuation & due diligence besides initiating and
finalizing strategic collaboration & partnering for harnessing synergies. He has worked as the Chief Financial
Officer (CFO) and assisting the Chief Executive Officer (CEO) of Essel Infraprojects Limited working on budget
management, securing of new funding and new business development. He was also the President and CFO of
Reliance Power Limited in-charge of finalization of audited financial statements. Mr. Agarwala is a career
professional with management roles in Infrastructure, Steels, Fertilizers and Power industries.
His corporate experience includes –

• Leading the Formulation and Implementation of the financing strategies & initiatives for the listed and
unlisted Corporate Entities through private placement or public issuance of rupee or forex denominated
Duff & Phelps
debt, equity and other hybrid structures. Developing and Executing financial and operational restructuring
and resolution strategies in line with regulatory expectations to preserve and enhance value.
Mumbai
T +91 (0)22 6623 1013
Ashutosh.Agarwala@duffandphelps.com • Overseeing the evaluation, valuation and execution of the bidding, acquisition & partnering transactions
including the requisite due-diligence exercises. Maintaining productive relations with investment bankers,
institutional investors, funding agencies & generally with the financial community and create opinions on the
market capitalization by attending the investor conferences and briefing the research analysts.

• Detailed evaluation of economic viability of various investment proposals and appropriate structuring of their
funding needs. Manage treasury operations by raising the short-term funds to meet the expected cash
shortfalls and investing the surplus cash. Defining the Risk Management Policies and monitoring the
financial and commodity markets for taking risks mitigation & prevention measures.

• Identification and Evaluation of potential greenfield investment opportunities coupled with preparation of
Preliminary Feasibility Studies and Detailed Project Reports for facilitating decision-making. Structuring &
Concluding various technical and commercial collaborations for their successful implementation. Finalizing
and Executing Engineering, Procurement & Construction as well as Project Management contracts.
Duff & Phelps 44
Santosh N
Senior Advisor- Valuation Advisory Services

Duff & Phelps
Bangalore
T +91 (0)80 6125 6125
Sanotsh.N@duffandphelps.com
Santosh is an IBBI certified Registered Valuer. He is an external advisor and assists the Valuation Advisory
Services practice of Duff & Phelps in India. He is responsible for overseeing key engagements, relationships
and strategic initiatives for the Indian operations.
Santosh has more than 15 years of experience in valuation and financial advisory services. In the last 15 years,
Santosh has managed and has provided a range of financial advisory services including Due Diligence,
Valuation, IFRS & USGAAP assignments, Business Plan Review, M&A, Internal Audit, Accounting Assistance
and Risk Advisory services.
Santosh has managed and executed a range of financial advisory engagements for Agriculture industry,
Automobile, Consumer Durables, e-Commerce, Hospitality & leisure, Infrastructure, IT & ITeS, Logistics,
Manufacturing, Media, Natural Resources, Petro-chemicals, Pharma & Healthcare, Power, Refineries, Real
estate, Telecom & Textiles. He has provided financial advisory to clients for purposes such as financing, project
finance, mergers & acquisitions, negotiations, settlement of disputes, strategic assessment, accounting and tax
reporting etc.
He was heading the Financial Instrument Valuation practice in American Appraisal (AA) India earlier and used to
chair the Complex Financial Instruments Valuation committee in AA, a global initiative taken by the firm to grow
this particular service line. He was South India Valuation leader in Deloitte and was part of the founding team in
Grant Thornton Bangalore.
He has been a speaker at several seminars/ workshops, including those organized by the Institute of Chartered
Accountants of India (ICAI). He was an International Key Note speaker in a conference on Business Valuation
organized by RICS in London. Santosh’s prior work experience includes stints with Grant Thornton and Deloitte.
Santosh is a qualified Chartered Accountant from the Institute of Chartered Accountants of India. He is also a
Partner in D and P Advisory LLP.

Duff & Phelps 45

Aviral Jain
Co-Head Restructuring and Managing Director

Aviral Jain is a managing director at Duff & Phelps and Co- Head of Restructuring practice. He also serves as
the city leader for Duff & Phelps’ New Delhi office.
Aviral joined Duff & Phelps through the firm’s acquisition of American Appraisal. He is a financial advisory
professional with more than 12 years of experience in valuation, restructuring and corporate finance. His
experience includes valuation and transactions involving business enterprises, intangible assets including
intellectual property, and financial instruments. He has advised clients for M&A transactions, restructuring,
insolvency and bankruptcy, disputes & litigation, financial reporting, and tax purposes. He has also advised
several domestic and cross-border acquisitions and transactions involving private placement of equity. Prior to
Duff & Phelps, Aviral worked with the Corporate Finance practice of KPMG and was responsible for operational
management of their valuation practice in North India. He has also worked with the Financial Advisory Services
practice of Deloitte.

Duff & Phelps
New Delhi
T +91 (0)11 4935 9801
Aviral.Jain@duffandphelps.com
He has been a speaker at several events organized by the Institute of Chartered Accountants of India (ICAI),
ASSOCHAM and VC Circle. Additionally, he is regularly quoted by the financial press on valuation-related
matters, and his research on valuation of technology start-ups has been featured in various publications. He also
authors the study on Celebrity Brand Valuations, our annual thought leadership publication, which has found its
coverage in some of the leading financial newspapers in India.

Aviral received his Master’s in Business Administration in finance from Faculty of Management Studies,
University of Delhi, and his under graduate degree in commerce from Shri Ram College of Commerce,
University of Delhi. He holds the Chartered Financial Analyst designation and is a member of the CFA Society of
India. He is also a member of RICS and holds FINRA Foreign Affiliate certification.

Duff & Phelps 46

Umakanta Panigrahi
Managing Director- Valuation Advisory Services

Umakanta is a managing director in the Valuation Advisory Services group in Duff & Phelps based in Mumbai. In
his current capacity, he is responsible for the overall financial valuation practice in Mumbai.
Umakanta joined Duff & Phelps in 2015 through the firm’s acquisition of American Appraisal. He has over 10
years of experience in financial advisory services including valuation, equity research, credit research and other
advisory services. Umakanta has managed a range of valuation and consulting services including business
valuation, portfolio valuation, intellectual property valuation, purchase price allocation and impairment
assessment, financial instrument valuations and other IFRS and USGAAP related engagements.
He has also advised several clients on swap ratio determination, corporate finance, business plan development
and review, exit strategies and dispute consulting.
Umakanta has managed and executed a range of financial advisory engagements for energy, utilities,
infrastructure, private equity, insurance and financial services healthcare, telecom, media and entertainment,
retail and IT and ITES industries for mergers & acquisitions, accounting and tax reporting, transfer pricing,
Duff & Phelps
litigation and strategic purposes.
Mumbai
T +91 (0)22 6623 1002 His specialization includes valuation of complex financial instrument (such as complex convertible instruments,
Umakanta.Panigrahi@duffandphelps.com
earn-out and contingent payments, cross-currency interest rate swaps, options and other hedging instruments).
He has also advised several companies on distress debt transaction, earn-out structuring and ESOP structuring.
Prior to joining American Appraisal, Umakanta has worked with the Financial Advisory Services practice of
Deloitte and Investment Research & Valuation team of Evalueserve.
Umakanta holds a Master of Business Administration degree and a Bachelor’s degree in Business
Administration.

Duff & Phelps 47

Rishi Aswani
Managing Director- Alternative Asset Advisory

Duff & Phelps
Mumbai
T +91 (0)22 6623 1011
M +91 98201 22485
Rishi.Aswani@duffandphelps.com
Rishi is a managing director in the Alternative Asset Advisory group and is based in Mumbai. He is responsible
for overseeing Portfolio Valuations and Secondary Market Advisory in India.
Rishi has over 15 years of financial advisory experience, both on the consulting and client side. His clients
primarily include alternative asset managers, including private equity funds, hedge funds and credit funds both in
India and in the U.S and U.K. Rishi specializes in mark-to-market valuations across diverse portfolios of illiquid
and privately-held securities including loans, bonds, convertibles, preferred equity, equity, and derivatives under
the guidelines of IFRS 13, ASC§820 or the equivalent local GAAP standard.
Rishi returned to Duff & Phelps in 2015 through the firm’s acquisition of American Appraisal. Prior to joining
American Appraisal, Rishi provided Apollo Global Management, then a $160bn investment firm, a range of
internal advisory services for its Credit funds domiciled in the United States, India and Singapore.
Prior to this stint, Rishi worked with the Avista Houlihan Lokey partnership in India, and Duff & Phelps in the
New York office where he advised Board of Directors, CFOs and Controllers on a variety of valuations of
businesses and assets for transaction, financial reporting and tax purposes across a broad spectrum of
industries.
Rishi has been a speaker on valuation-related topics at universities such as Harvard University, forums
organized by the Indian Private Equity & Venture Capital Association (IVCA), VCCircle, the International
Valuation Standards Council (IVSC) and ASSOCHAM. He is also a contributing author to journals such as the
IVCA semi-annual publication, and the VCCircle platform.
Rishi received his Bachelor’s degree in Finance and International Business from the Leonard N. Stern School of
Business, New York University. Rishi has passed the FINRA Series 7 exam, is a RICS member and CFA
charter holder. In 2019, Rishi was selected for the “40 under 40” award by the AIWMI.

Duff & Phelps 48

Sanjay Ray
Senior Advisor- Valuation Advisory Services

Sanjay is an external advisor and assists the Valuation Advisory Services practice of Duff & Phelps in India. He
has managed and executed a range of Tangible Assets Valuation engagements involving plant & machinery and
real estate across a wide range of industries in Asia Pacific Region.
Sanjay has more than 18 years of experience in valuation and engineering services. He has provided valuation
services to various clients related to financial reporting under various standards like: IFRS, Ind AS, IGAAP,
SFRS, USGAAP, PSAK etc. He has provided valuation services to clients for merger & acquisition,
restructuring, liquidation, taxation, collateral, insurance and strategic decision-making purposes. He has
performed many site visits in India and Asia Pacific countries related to valuations.

Duff & Phelps
Mumbai
T +91 (0)22 6623 1006
Sanjay.Ray@duffandphelps.com
Sanjay has organized, staffed, managed and executed a range of tangible asset valuation engagements
including plant & machinery and real estate assets valuation, having exposures to various industries like: steel,
power, oil & gas, petrochemicals, pharmaceuticals, cement, mechanical manufacturing, copper, aluminum,
plastics & polymer, Automobile, Textile among others.
Prior to Duff & Phelps (Erstwhile American Appraisal), Sanjay worked with Deloitte, leading a team of 10 staffs
in providing valuation services to US-based clients. Earlier stints are with ICICI and Larsen & Toubro.

Sanjay holds a Post Graduate Diploma in Business Management (PGDBM) and a Bachelor of Engineering
(B.E.) in Mechanical.

Sanjay has acquired various professional affiliations such as: Accredited Senior Appraiser (“ASA”) in Machinery
& Equipment of American Society of Appraisers; Member of Royal Institution of Chartered Surveyors (MRICS);
Member of Institution of Engineers of India (MIEI); Chartered Engineer (CE) and Fellow Member of Institution of
Valuers, India (FIV) and certified as “Approved Valuer”.

He is also a partner in D and P Advisory LLP.

Duff & Phelps 49

Ankur Wahal
Director- Restructuring
Ankur is a Director at Duff and Phelps India and is based out of Delhi.
He joined Duff & Phelps in 2019 and has almost 16 years of experience in deal advisory, business valuations,
fund raising, corporate finance advisory and business restructuring.
He has assisted clients across a wide range of engagements in the fields of Power, Oil and Gas, Roads,
Manufacturing, Education, Consumer Durables, etc. He has been involved in many successful transactions in
the past, including valuation advisory for impairment testing, Purchase Price Allocations, Intangibles Valuation
such as Brands, IP, ESOPs valuation etc. Ankur has also advised clients on corporate restructuring – slump
sale, merger demerger schemes, hive-off etc.. He has also assisted several clients in developing business plans
and conducted TEV studies.
Prior to joining Duff and Phelps, Ankur has served as North India Head for an Indian Advisory Firm, Head of
Corporate Finance with Mazars Advisory. Assistant Vice President with SBI Capital Markets. In the course of his
association with these firms, Ankur has advised clients on several successful deal closures such as:
1. Advised GoI in strategic selling of its stake in Dredging Corporation of India Ltd. in a deal worth about Rs
Duff & Phelps 1,050 Cr.
Delhi
T +91 114 9359852 2. Raised PE to the tune of $34 Mn for a Coal Bed Methane Project
Ankur.Wahal@duffandphelps.com
3. Offered Debt Structuring advisory and negotiation on behalf of a listed Infrastructure Company for Rs 3,400
Cr.
4. Offered Valuation Advisory to India’s leading Oil and Gas Company to evaluate the value of its stake in one
of its JV Power companies
Ankur holds a MBA (Advanced Corporate Finance) degree from SDA Bocconi School of Management, Milan,
MBA (Finance and Strategy) from FMS Delhi, Delhi University, LL.B. from Campus Law Centre, Delhi University
and B.Com (Hons.) from Delhi University. Ankur has also successfully cleared the Registered Valuer exam
under IBBI

Duff & Phelps 50

Pankaj Jain
Director- Restructuring
Pankaj Jain is a Director in the Restructurings practice at Duff & Phelps based in Mumbai. Before moving
back to India, Pankaj has worked in Europe & Middle-East in stints involving corporate restructurings, fund
raising in special situations, debt syndications, accelerated divestitures and lately turnarounds. He has spent
significant years in the industry with extensive time spent in manufacturing, EPC and heavy engineering
businesses.

In his earlier tenure, Pankaj was a key advisor to an electrical EPC business with an aggregate exposure of
over INR 1300 Crores bank lines which successfully exited CDR by pre-paying term loans and recompense
funding before maturity and during the process Pankaj helped raise INR 400 Crores of special situation
funding for the business. He was also involved in a listed chemicals business whose M-Cap increased 8x
during the 15 month engagement.

Duff & Phelps Pankaj holds an MBA from the University of Manchester – Manchester Business School and an ACCA
Mumbai qualifications. He has played tennis at the national level and is an avid biker. He presently spends most of
T +91 (0)22 6623 1013 his weekends in tutoring his son on golf lessons.
Pankaj.Jain@duffandphelps.com

Duff & Phelps 51

Shreyansh Vora
Director- Transaction Advisory Services
Shreyansh is a Mumbai-based Director and leads the India due diligence team. He has over 18 years of M&A
experience, and has been involved in more than 200 transactions.
Shreyansh has provided a broad range of mergers and acquisitions services to clients, including financial due
diligence, business forecasts and projection reviews, negotiation support and SPA advisory. He has provided
end to end deal support services to large MNCs on India inbound transactions, as well as to Indian corporates
for outbound and domestic M&A transactions. He has also worked with a number of financial investors and PE
funds, supporting them on their pre deal evaluations. In recent past he has worked on number of large vendor
due diligence engagements, which have concluded into successful fund raise or business sale transactions.
Shreyansh has worked across industry sectors, majorly covering life science and healthcare, chemicals,
consumer products, financial services, media entertainment and infrastructure. Some of the key clients
Shreyansh has worked with are Kotak Bank, TPG, Apax Partners, Chryscapital, Zydus Cadila, Torrent Pharma,
Eurofins, Maersk India, Tata Chemicals, AIG, Nataxis, and Aurobindo Pharma.

Duff & Phelps, India
Mumbai
T +91 (0)22 6294 8248
Shreyansh.Vora@duffandphelps.com
As the project leader on engagements, he has coordinated with multi-disciplinary teams and has the ability to
combine financial, tax, commercial and legal aspects on deals and provide solutions to his clients.
Prior to joining Duff & Phelps, Shreyansh was with Deloitte India in the M&A Transaction Services team and was
the lead member for servicing clients in pharmaceutical sector. Shreyansh has also previously worked with
PricewaterhouseCoopers India as part of the due diligence team based in Mumbai.
Shreyansh is a member of the Institute of Chartered Accountants of India and a graduate of the Institute of Cost
and Works Accountant of India.

Duff & Phelps 52

Ujjwal Ganguly
Senior Advisor- Valuation Advisory Services
Ujjwal is a senior advisor and assists the Valuation Advisory Services group of Duff & Phelps based in the New
Delhi office. He is responsible for overall project management of the financial advisory services related to
fixed/tangible asset India operations.
Ujjwal joined Duff & Phelps in 2015 through the firm’s acquisition of American Appraisal. Ujjwal has over 12
years of experience in valuation and engineering services. He has executed and managed a range of
engagements including real estate valuation, plant and machinery valuation, fixed asset management,
construction cost/claim assessment/analysis. He has worked across varied industries including Industrial Metals
and Mining, Oil & Gas, Oil equipment, Petrochemicals, Aerospace & Defense, Alternative Energy, Automobiles
& Parts, Chemicals, Electronic & Electrical Equipment, Health Care Equipment & Services, Pharmaceuticals &
Biotechnology, Real Estate Investment Trusts, Construction Industries, etc. Ujjwal has provided his services for
various purposes related to financial reporting (under IFRS, USGAAP, IGAAP, etc.), federal and state tax
reporting, Insurance, Dispute/ Litigation, Technical Due Diligence, Strategic Decision Making and many more.
Prior to joining American Appraisal, Ujjwal served as Senior Analyst at Deloitte Financial Advisor Service at
Duff & Phelps
Hyderabad and Senior Engineer, execution and monitoring, at Shapoorji Pallonji & Co. Ltd. in India. His overall
New Delhi
responsibilities included tangible asset valuation, fixed asset management, construction advisory, dispute
T +91 (0)11 4935 9802
analysis, etc.
Ujjwal.Ganguly@duffandphelps.com

Ujjwal holds a Master’s degree in Construction Management and a Bachelor’s degree in Civil Engineering. In
addition, Ujjwal is a member of the Institution of Engineers India (MIE); Fellow member (FIV) and certified
“Approved Valuer” awarded by Institution Of Valuers India (IOV), and is a qualified Chartered Engineer (CE).

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Piyush Patnaik
Director- Valuation Advisory Services
Piyush is a Director at Duff & Phelps India and is based out of Bangalore.
Piyush joined Duff & Phelps in 2016. He has over 9 years of experience in business valuations, consulting,
corporate finance, merger & acquisition support and venture capital/ private equity funding.
Piyush specializes in assisting clients with M&A related valuations, valuations in compliance with accounting
standards and regulations, PE portfolio company valuations and corporate advisory services. He has
undertaken valuations for corporate restructuring - assisting clients in strategic transactions related to
investment, divestiture, merger, demerger; intangibles assets – brands, IP etc.; ESOPs; regulatory compliance;
accounting and tax compliance; financial reporting - impairment testing, Purchase Price Allocations etc. under
various GAAPs; and valuation of portfolio companies for private equity.
Prior to joining Duff and Phelps, Piyush has served as Associate Vice President at Grant Thornton and a
technology consultant at Tata Consultancy Services. Piyush has managed and executed a range of financial
advisory engagements for IT, Retail, Manufacturing, Engineering, Power, Textiles, Cement, Consumer Goods,
Duff & Phelps Media and E-commerce. Additionally, he has closely worked with private equity/venture capital players.
Bengaluru, India
T +91 (0)80 6125 6126
He has been a speaker at conferences organised by forums organized by various forums like VC Circle on
Piyush.Patnaik@duffandphelps.com valuation, fund raise and M&A related topics. Piyush holds a Masters in Business Administration (Finance)
degree from McGill University, Canada and a Bachelors degree in Computer Engineering.

Duff & Phelps 54

Deepak Panda
Director- Valuation Advisory Services
Deepak is a Director at Duff and Phelps India and is based out of Mumbai.
Deepak joined Duff & Phelps in 2016 and has almost 8 years of experience in business valuations, consulting,
corporate finance and restructuring.
He has assisted clients across a wide range of valuation and consulting requirements for financial and tax
reporting as well as transaction purposes. He has been involved in valuations for financial reporting - impairment
testing, Purchase Price Allocations etc. under various accounting standards; corporate restructuring - related to
investment, divestiture, merger, demerger; intangibles assets – brands, IP etc.; valuation of complex financial
instruments and ESOPs; regulatory, accounting and tax compliance; and valuation of portfolio companies for
private equity. He has also assisted several clients in developing business plans and valuation for bidding
process.
Prior to joining Duff and Phelps, Deepak has served as Associate Vice President at KPMG and Grant Thornton.
Deepak has managed and executed a range of financial advisory engagements across multiple industries, viz.
Duff & Phelps Healthcare, Financial Services, IT, Retail, Manufacturing, Engineering, Power, Metals and Mining, Consumer
Mumbai Goods, Media and E-commerce etc. Additionally, he has closely worked with private equity/venture capital
T +91 (0)22 6623 1020 players. Previously, Deepak also worked with Aranca Pvt Ltd, where he has exposure in valuing early stage
Deepak.Panda@duffandphelps.com companies in the technology sector.
Deepak holds a Masters in Business Administration (Finance) degree from NMIMS University, Mumbai and a
Bachelors degree in Electrical Engineering from National Institute of Technology, Rourkela. He is also a CFA
charter holder.

Duff & Phelps 55

Vinay Manchanda
Director- Valuation Advisory Services
Vinay is a Director at Duff & Phelps India and is based in the New Delhi office.
Vinay joined Duff & Phelps in 2017. He brings 12 years of valuation and financial advisory experience and has
worked extensively on business valuation and intangible asset valuation predominantly in the pharma & life
sciences, healthcare, technology, media and telecom industry sectors.
His specialization includes valuation for restructuring (valuation as well as swap / entitlement ratio determination
for mergers / demergers under Companies Act), financial reporting (under US GAAP, IFRS, Indian GAAP and
Ind AS), regulatory (Income tax, RBI/FEMA, SEBI) and strategic purposes. In the course of his career, Vinay has
served clients across US, Middle East, South Africa, Japan, Korea, UK, and India.
He has also advised clients on raising capital from private equity funds and cross border acquisitions.
Vinay has contributed to ‘Corporate Valuation’ and ‘Control Premiums in India’ publications and has delivered
guest lecture on the topic ‘Intangible asset valuation’ at Indian Institute of Management (IIM), Rohtak.
Duff & Phelps Prior to joining Duff and Phelps, Vinay has worked with the Valuation practice of PwC India. He has also worked
New Delhi with the Financial Advisory Services practice of Deloitte and Grant Thornton. Vinay earned his bachelor’s
T +91 (0)11 4935 9806
degree in Business Administration (Finance) from Guru Gobind Singh Indraprastha University and master’s
Vinay.Manchanda@duffandphelps.com
degree in Business Administration (Finance) from ICFAI Business School, Hyderabad.

Duff & Phelps 56

Harsh Talikoti
Vice President- Valuation Advisory Services
Harsh is a Vice President in Duff & Phelps India and is based out of Hyderabad. He is responsible for
Hyderabad region valuation advisory services operations.
Harsh has nearly 9 years of valuation & transaction advisory experience having joined American Appraisal in the
year 2010, prior to its acquisition by Duff & Phelps.
Harsh is responsible for client management and overall execution of financial valuation engagements with
expertise in Financial Instrument Valuation (ESOPs, Currency Forwards & Options Valuation, Bonds, Debt
Instrument, CCDs & CCPS), Valuation of Business & Equity, M&A Valuation, Merger Swap Ratio, Intangible
Asset valuation, PPA, etc.
He has performed financial valuations for various purposes including strategic & internal decision making,
impairment analysis, high court mergers, financial reporting under USGAAP, IFRS, SFRS, SLFRS, IGAAP and
for tax purposes including under Section 9 of Indian Income Tax. Harsh has also worked on various fund raising
mandates (debt finance & equity).
Duff & Phelps
Harsh also heads the Duff & Phelps popular annual issue, "IPL Brand Valuation Report" and was also Editor of
Hyderabad
American Appraisal / Duff & Phelps Singapore's M&A deals publication, "Transaction Trail - 2014".
T +91 (0)80 6125 6104
Harsh.Talikoti@duffandphelps.com Harsh has a Post Graduate Degree in Finance from Leeds University Business School, University of Leeds,
England and a Bachelors degree in Business Administration from Karnatak University, India. He is also a
member of RICS.

Duff & Phelps 57

Offices
Mumbai New Delhi Bangalore

14th Floor, Raheja Tower 206 / 207, Worldmark 2 4th Floor, Unit No. 303
Bandra Kurla Complex Hospitality District SKAV Lavelle 909, Lavelle Road
Bandra East Aerocity Bangalore - 560 001
Mumbai – 400051 New Delhi – 110037

T: +91 11 6623 1000 T: +91 11 4935 9800 T: +91 80 6125 6100

M: +91 99453 66221
M: +91 99676 64231 M: +91 99100 21127

Hyderabad

Duff & Phelps Global LLP,

6th Floor, B Wing, SMARTWORKS,
Purva Summit , White Field, Hi-Tech City,
Madhapur, Hyderabad, 500081, India

M: +91 913 6653 051

Duff & Phelps 58

For more information about our global
locations and services, please visit:
www.duffandphelps.com

About Duff & Phelps

Duff & Phelps is the global advisor that protects, restores and maximizes value for clients in the areas of valuation, corporate finance,
investigations, disputes, cyber security, compliance and regulatory matters, and other governance-related issues. We work with clients across
diverse sectors, mitigating risk to assets, operations and people. With Kroll, a division of Duff & Phelps since 2018, our firm has nearly 3,500
professionals in 28 countries around the world. For more information, visit www.duffandphelps.com.

M&A advisory, capital raising and secondary market advisory services in the United States are provided by Duff & Phelps Securities, LLC.
Member FINRA/SIPC. Pagemill Partners is a Division of Duff & Phelps Securities, LLC. M&A advisory, capital raising and secondary market
advisory services in the United Kingdom are provided by Duff & Phelps Securities Ltd. (DPSL), which is authorized and regulated by the
Financial Conduct Authority. M&A advisory and capital raising services in Germany are provided by Duff & Phelps GmbH, which is a Tied Agent
of DPSL. Valuation Advisory Services in India are provided by Duff & Phelps India Private Limited under a category 1 merchant banker license
issued by the Securities and Exchange Board of India.