Valuation

Investment Banking

Advisory Services

w w w. r b s a . i n

LeadershipYears of

RBSA is a leading global independent

Valuation and Investment Banking

Advisory firm. RBSA with its own

offices in India, USA, Singapore and

Middle East and trusted WorldVal

affiliates across Australia, China, Africa,

Europe, Russia, UK, USA & Brazil

provides Clients with seamless &

Worldwide Valuation & Transaction

Advisory services.

Global Presence - RBSA

www.rbsa.in

RBSA is a leading global independent Valuation and Investment Banking Advisory

firm.

RBSA delivers trusted advice, principally in the areas of Valuation, Investment

Banking and Advisory Services. The firm's world class capabilities and resources,

combined with an agile and responsive delivery, distinguishes the RBSA client

experience.

We serve Global clients, with an excellent local domain knowledge and expertise

across key geographies. We have service capabilities across the full spectrum of

Valuation including

• Business & Equity Valuation

• Financial Reporting & Tax Valuations

• Brand & Intangible Asset Valuation

• Industrial and Plant & Machinery Valuation

• Real Estate Valuation

• Mines & Mineral Reserve Valuation

• Specialized Asset and Infrastructure Valuations

Our Investment Banking practice, a SEBI Registered Category I Merchant Bank,

focuses on Fund Raising requirements for Mid-Market and Emerging Companies.

We also have an active and strong Fairness Opinion practice with an established

client base amongst large public listed and multinational companies.

Years ofLeadership

We deliver trusted advice, principally in the areas of

Valuation, Investment Banking and Advisory Services.

Throughout the past four decades of our existence we

have been on a forefront in providing independent,

professional, ethical and high quality Services.

Client Focus

World Class

We firmly believe that the best way to a secure future is to

continually improve and expand our services to our clients.

Making sure they are totally satisfied is paramount in all we

do which is why we place total emphasis on team work with

clients, tailoring each aspect of the project to their precise

requirements

Clients rely upon RBSA for the right direction at right time

and for assistance needed to achieve identified goals.

We have consistently delivered high-class solutions and

results which are designed to meet each client's individual

needs. With our multidisciplinary expertise across various

industry segments we have brought clarity to difficult and

complex situations.

Our team has excellent worldwide delivery capabilities

across various industry segments. In every area of our

operations we work hard to deliver the highest possible level

of customer care, the best value for money and the most

appropriate solutions all backed by the drive, innovative

imagination and resourcefulness that make RBSA a world class

company.

We see more than Businesses and Assets. We see your

problems and understand your objectives, see the value

underlying your company and deliver the best solutions and

results.

We firmly believe in the philosophy of ‘Our Asset Our People’.

We take pride in a team of highly qualified, skilled and

motivated Professionals who are encouraged to lead,

innovate and excel. Our team consists of top professionals

who share a common vision and passion, providing our

clients with critical insights and advise to succeed in today's

competitive environment.

Our Asset‘Our People’

Services

Valuation

Investment Banking

Advisory Services

Valuation AdvisoryBusiness ValuationValuation of Brands, Intangible Assets & Intellectual PropertyValuation of Financial Securities, Instruments and DerivativesValuation of Industrial Assets, Plant & MachineryValuation of Real EstateValuation of Infrastructure Assets & Specialized AssetsPurchase Price Allocations for Mergers & AcquisitionsImpairment Studies for Tangible AssetsImpairment Studies for Intangible Assets & GoodwillMines, Mineral Advisory and ValuationValuation of ESOPs and Sweat EquityValuation for Tax, Transfer Pricing and Company Law MattersFairness Opinions

Advisory ServicesFinancial Advisory for Dispute & Litigation Valuation & Financial Advisory Services Loss Assessment, Damages & Loss of Profit Analysis Independent Expert testimony Anti-trust & Competition Advisory Post-Acquisition Disputes, Joint Venture & Shareholder Disputes Civil & Construction Disputes, Real Estate Disputes Environment Damage Assessment Intellectual Property Rights Dispute Forensic AuditStrategic & Risk Advisory Services Techno Economic Feasibility Studies Economic Viability & Financial Appraisal Business Plan FormulationReal Estate Advisory Services Financial Modelling, Highest & Best Use Studies Investment Related Due-Diligence ExercisesInfrastructure Advisory Services Bid Advisory and Bid Process Management Preparation of Information Memorandums Preparation of Detailed Project ReportsTechnical Assurance Services Technical Due Diligence Reviews for Mergers & Acquisition Lender’s & Investor’s Engineer Services Independent Engineer’s Services Technical Opinion and Audits Chartered Engineers Opinion and Certification Project Cost Investigation and Forensic Advisory Project Appraisal and MonitoringTransfer PricingCost Segregation Studies

Investment Banking (SEBI Registered CAT I Merchant Bank)

Mergers & AcquisitionsTransaction Structuring & AdvisoryDue Diligence - Financial, Tax and BusinessFairness OpinionsCorporate Finance & Advisory Private Equity and Venture Capital Debt Solutions and SyndicationsPartner Search and Joint VenturesCorporate Restructuring, Business Reorganization

RBSA is an international, independent

and full service Valuation firm. We are

an Internationally Recognized and

Respected Brand having leadership

position in Valuation Consulting.

We provide . . .

“Worldwide Valuation Services”

ValuationBusiness Valuation

Valuation of Brands, Intangible Assets & Intellectual Property

Valuation of Financial Securities, Instruments and Derivatives

Valuation of Industrial Assets, Plant & Machinery

Valuation of Real Estate

Valuation of Infrastructure Assets & Specialized Assets

Purchase Price Allocations for Mergers & Acquisitions

Impairment Studies for Tangible Assets

Impairment Studies for Intangible Assets & Goodwill

Mines, Mineral Advisory and Valuation

Valuation of ESOPs and Sweat Equity

Valuation for Tax, Transfer Pricing and Company Law matters

Fairness Opinions

The Valuation Advisory Services of RBSA cover the complete spectrum of purposes

for which valuation advice may be required, such as

Valuation Advisory

Mergers & Acquisitions - Pre Deal Advisory & Valuation

Fairness Opinions

Financial Reporting under Indian GAAP, IFRS & US GAAP

Purchase Price Allocations for Mergers & Acquisitions

Fair Value Accounting

Portfolio Valuations for Private Equity & Real Estate Funds

Impairment Studies for Tangible Assets, Intangible Assets

Goodwill Impairment

Banking (Lending against Assets)

Distress Assets / Non Performing Assets

Courts & Litigation Support

Management Information & Strategic Planning

Insurance

Taxation & Regulatory Affairs

Transfer Pricing

ESOPs & Sweat Equity

Initial Public Offerings

Securitization

Cost Investigations

Quantity Surveying and Estimation

Proposed Acquisition of Ras Lanuf Refinery of Libya by Indian Oil

Corporation

Valuation of Fixed Assets of various Automobile companies for the

purpose of Acquisition / Financial Reporting

Business, Equity & Financial ValuationsListed and Unlisted Companies

Closely Held Businesses

Portfolio Valuations

Securities and Fractional Business Interests

Professional Practices

Illiquid Debts and Equity Securities

Thinly Traded Stock of Publicly Listed Companies

Stock Options, Warrants, Grants and Rights

Liability Valuation

Valuation of Brands, Intangible Assets & Intellectual

PropertyGoodwill, Brands, Trade Marks, Copyrights, Patents

Designs, Licenses Software and IT Products, Databases

Technological Know-how, Human Resources

Engineering Drawings, Industrial Designs

Customer Contracts & Relationship, Customer lists

Distribution Rights & Network

Franchises and Licensing Agreements

Non compete agreements

Valuation of Industrial Assets, Plant & Machinery Automobile Plants, Cement, Ceramic Industries

Engineering, Steel Plants, Metal Smelters, Mining Assets

Fertilizer Plants

Petrochemical Complexes, Refineries

Pharmaceuticals and Chemical Companies

Power Generation and Transmission Companies

Information Technology, Telecom Assets etc

Valuation of Real EstateResidential, Commercial Real Estate

Retail Spaces, Shopping Malls, Multiplexes

IT Parks

Petrol Pumps

Hotels & Hospitality Properties

Industrial Properties etc.

Valuation of Infrastructure AssetsDams, Lakes, Water bodies

Industrial Water Rights

Hazardous Land Fills

Highway and BOT Projects, IT Parks

Telecom and Communication Infrastructure

Airport and Aviation Infrastructure

Railway line and Railway Infrastructure

Ports, Harbors etc

Mines, Mineral Advisory and ValuationDue Diligence, Valuation & Advisory

Mining Feasibility Studies

Mineral Reserve Certifications

Review of Operations, Mining Leases

Technical Opinions

Stock and Inventory Valuations, Stock Audits

Valuation of ESOPs and Sweat Equity

Valuation of Specialized Assets

Fairness Opinions

- Valuation Advisors

Valuation for Financial Reporting

Our skill and exposure to deliver unbiased fair value analysis in

the new financial reporting requirements brings the much

needed clarity to various stakeholders, auditors,

regulators, investors, etc.

• Fairness Opinions for Mergers & Acquisitions

• Business Combinations : Valuation for Purchase Price

Allocations under IFRS and US GAAP (IFRS 3 or SFAS

141/142) for Mergers & Acquisitions

• Valuation of Tangible and Intangible Assets, Goodwill for

First Time Adoption under IFRS

• Impairment Reviews and Valuation for Tangible and

Intangible Assets, Goodwill under IAS 36 and AS 28

• Valuation of Tangible & Intangible Assets for Merger,

De-Merger & Reorganizations

• Share Based Payments

• Fair Value Accounting

• Valuation of Financial Instruments, Derivatives and

Securities under AS 30, 31 & 32

• Valuation of ESOPs and Sweat Equity

• Valuation for Tax, Transfer Pricing and Company Law

matters

RBSA specializes in Valuation and Advisory for Financial Reporting of large public

listed companies. We have performed numerous complex, domestic and

cross-border Financial Reporting engagements involving leading Corporates

across various industries. Our qualified and experienced professionals have

experience in a wide range of valuation and financial reporting issues.

Valuation of entire Real Estate Portfolio of HDFC Bank for Basel II Capital

Adequacy

Valuation of Generation Assets - Power Plants, Transmission Assets &

Distribution Assets of Reliance Infrastructure

Purchase Price AllocationPurchase Price Allocation (PPA) poses a complex challenge

for the acquiring company. The process involves

determining the purchase price, identifying hidden

reserves and charges reflected in the assets and liabilities

shown in the acquiree’s balance sheet, as well as

identifying and valuing intangibles assets and liabilities

previously not recognized in the acquiree’s balance sheet.

PPA requires companies to report the Fair Value of assets

and liabilities acquired in their financial statements.

We conduct an analysis of business plan which enables

identification of central value drivers of the acquired

company and provides an understanding of the amount

and composition of the purchase price paid, the fair values

of tangible and intangible assets acquired, the liabilities

assumed and the residual goodwill.

Impairment ReviewsImpairment Analysis addresses financial accounting and

reporting for the impairment of Tangible Assets, Intangible

Assets and Goodwill. It requires recognition of an

Impairment Loss if the carrying amount of the asset is not

recoverable from its cash flow and requires the

measurement of this loss as the difference between the

carrying amount and fair value of the asset (IAS 36 and AS

28). Impairment Analysis provides useful guidance and

insights into an unexpected or sudden decline in the

service utility of a Tangible or an Intangible Asset. Goodwill

Impairment could occur when the current and projected

performance of the acquired entity is below what was

estimated at the time of acquisition.

Fair Value Accounting under IFRSThe Fair Value Accounting norms provide guidance for

determination of fair value estimations for financial

reporting purposes and comparability among fair value

measurements thus eliminating inconsistencies in

approaches. Stringent fair value measurement principles

necessitate market participant assumptions of highest and

best use regardless of the acquirer's intentions.

Valuation for Merger of JSW Steel & Ispat Steel

- Valuation Advisors

RBSA has acted as a Financial Advisor to BP for Valuation of Oil

& Gas Reserve & Resources of Reliance Industries Ltd. in the

KG basin (including the well known KGD6 block).

RBSA as a part of their Extractive Industries and Natural

Resources Practice, has also carried out Valuation, Due

Diligence and Financial Analysis of Mines and deposits

representing more than 90% Copper Reserves, more than

90% of Zinc Reserves and more than 85% of Lead Reserves of

the Country (India).

The main services include Due Diligence, Valuation and

Advisory, Feasibility Studies, Review of Operations, Mining

Leases and Technical Opinions.

We have performed Mining Valuation for major crude oil &

natural gas reserves, metals & minerals like coal, Iron ore,

copper, zinc, lead, potash, limestone, chrome, rock

phosphate etc.

Our expertise extends to Fully Developed and Operational

Mines, Partly Explored Deposits, Exploration properties,

Major and Minor Minerals, Metallic (Ferrous & Non ferrous),

and Non Metallic Minerals, Fuel Minerals, Open Pit as well as

Underground Mines.

Mines & Mineral Reserves, Oil & Gas Reserves Valuation, Due Diligence and Advisory

Valuation of Mines and Mineral Reserves of Hindustan Zinc Ltd. and

Hindustan Copper Ltd.

Valuation of Petroleum, Oil & Gas Reserves

Banking and Finance Increasingly companies are realizing that the majority of

their value lies in intangible assets like brands, copyrights

or patents. More and more bankers and financial

institutions are agreeing to securitize and fund against

reputed brands and strong intangibles as collateral

security.

RBSA provides a number of related services, including:

Brand & Intangible Due Diligence

Securitization & Leveraging of Brands & Intangible Assets

Financial Reporting and ValuationValuations are required for:

Purchase Price Allocations & Impairment Reviews

Tax planning

Transactions and Dispute Resolution

With the spate of recent M&A activity, there is an increased

need for intangible asset valuations for International

Financial Reporting Standards (IFRS), US GAAP and Indian

GAAP.

Valuations also form the basis for risk and performance

management.

Transaction SupportWe help our clients leverage the value of their intangibles

through acquisitions, tax planning, selling/mortgaging etc.

We ensure that the intangible assets are utilized to their

full extent along with tangible assets.

The transaction support services that we provide for

brands and intangibles are:

Brand Due Diligence for acquisitions & disposals

Royalty Rate determination

Valuation of Brands, Intangible Assets &Intellectual Property

- Valuation Advisors

BP (British Petroleum) and Reliance Industries have entered into a Strategic Partnership, whereby BP

acquired a 30% participating interest in 21 Oil & Gas Blocks - Production Sharing Contracts that Reliance

operates in India at a price of USD 7.02 Billion.

RBSA has acted as a Financial Advisor to BP for Valuation of Oil & Gas Reserve & Resources of Reliance

Industries Ltd. in the KG basin (including the well known KGD6 block).

Government of India, Department of Disinvestment, has appointed RBSA Advisors as a Financial Advisor

& Merchant Banker for Valuation of Equity Shares of Hindustan Zinc Ltd. (HZL) for potential stake sale.

HZL has a Market Capitalization of more than USD 12 Billion as on the date and Government holds 29.54 %

stake in the company – the residual stake sale is expected to fetch more than USD 4 Billion.

Valuation Advisors

Financial Advisor to the Govt of India, Ministry of Finance (Department of Disinvestment)for the proposed USD 4 Billion residual stake sale in Hindustan Zinc Ltd.

HINDUSTAN ZINC LIMITED

Valuation Advisors

Financial Advisor to BP forValuation of Oil & Gas Reserve & Resources of Reliance Industries in the KG basin(including the well knownKGD6 block)

GAIL Gas Ltd., a subsidiary of GAIL (India) Ltd. has formed Joint Venture with Vadodara Municipal

Corporation for City Gas Distribution Business.

RBSA has acted as an Exclusive Transaction Advisor for the said engagement.

Alliance Tire Group is a leading manufacturer of Off-Highway Tires globally. Warburg Pincus, A Private

Equity Fund has sold its majority stake in ATG B. V. Netherlands to Kohlberg Kravis Roberts & Co.

RBSA acted as Financial Advisor to Warburg / ATG for Valuation of ATG Group transaction. The deal was

Valued at over USD 650 Million.

Valuation Advisors

Financial Advisory Services forValuation of Equity shares ofAll iance Tire Group B. V.Netherlands, Israel Businessand US Business for ManagementReview and Tax purposes

Exclusive Transaction Advisors

Acted as Exclusive Advisors forJoint Venture / Merger of City Gas Distribution Business of Gail, Gail Gas and VMSS at Vadodara City

GAIL(India)Limited

RBSA is a founder member of WorldVal International, a network of leading

Valuation firms across Australia, ASEAN, China & Hong Kong, India, Middle East,

Africa, Europe, Russia, UK, US, Brazil & South America, providing International

Clients with seamless & Worldwide Valuation services.

WorldVal has full service Valuation capabilities across Business & Financial Valuation, Industrial and

Plant & Machinery Valuation, Real Estate Valuation etc.

WorldVal serves Global clients, with an excellent local domain knowledge and expertise across key

geographies.

Global Alliances

Our US Affiliate, SRR is a global financial advisory firm specializing in

Investment Banking, Valuation & Financial Opinions and Dispute

Advisory & Forensic Services. They serve range of clients from

Fortune 500 corporations to privately held companies in numerous

industries around the world. Their clients rely on SRR’s premier

expertise, deep industry knowledge, and unparalleled

responsiveness on complex financial matters.

SRR has been ranked the #1 Fairness Opinion Advisor in the United States and #1 globally in the Thomson

Reuters M&A Financial Advisory Review (Full Year 2014). The rankings are based on the number of

transactions for which the firm served as advisor.

Morgan Stanley 6

Advisor Rank

Source : Thomson Reuters (2014)

Stout Risius Ross, Inc. 1

JP Morgan 5

Sandler O’Neill Partners 7

Goldman Sachs & Co 8

Barclays 9

Stifel / KBW 3

Houlihan Lokey 4

Bank of America Merrill Lynch 10

Duff and Phelps 2

Source : Thomson Reuters (2013)

Advisor Rank

Duff and Phelps

JP Morgan

Stout Risius Ross, Inc.

Stifel / KBW

Sandler O’Neill Partners

Houlihan Lokey

Bank of America Merrill Lynch

Goldman Sachs & Co

Morgan Stanley

Evercore Partners

1

2

3

4

5

6*

6*

6*

9

10

Our Investment Banking practice, a

SEBI Registered Category I Merchant

Bank, focuses on Fund Raising

requirements for Mid-Market and

Emerging Companies. We also have

an active and strong Fairness Opinion

practice with an established clientele

amongst large public listed and

multinational companies.

Investment Banking(SEBI Registered CAT I Merchant Banker)

Mergers & Acquisitions

Transaction Structuring & Advisory

Due Diligence - Financial, Tax and Business

Fairness Opinions

Corporate Finance & Advisory

Private Equity and Venture Capital

Debt Solutions and Syndications

Partner Search and Joint Ventures

Corporate Restructuring, Business Reorganization

RBSA Capital Advisors LLP, a group company, a SEBI Registered Category I

Merchant Bank, focuses on Fund Raising requirements for Mid-Market and

Emerging Companies.

RBSA Capital Advisors also has an active and strong Fairness Opinion practice,

with an established client base amongst large public listed companies.

Investment Banking

The assortment of services spans across :• Mergers, Acquisitions, Joint Venture and Strategic

Transactions

• Fairness Opinions

• Capital Issues Management - Initial Public Offers, Follow-

on Public Offers, Rights Issues, Qualified Institutional

Placements

’’ Open Offer Management

’’ De-Listing and Buyback

’’ Private Equity Syndication

’’ Debt Syndication and Placement

Project Finance - Term & Working Capital Finance

Financing of Infrastructure Projects

Debentures, Commercial Paper & Other Securitized

Debts

Overseas Debt Funding in the form of ECB’s

’’ Corporate Restructuring / Business Reorganization

’’ Other Capital Market / Merchant Banking Services -

Valuers and Advisors for ESOPs, Sweat Equity

’’ Due Diligence - Financial, Tax and Business

Arrangement of Consortium Finance and External Commercial Borrowing

for Industry

RBSA Capital Advisors LLP, a group company, a SEBI Registered Category I

Merchant Bank, focuses on Fund Raising requirements for Mid-Market and

Emerging Companies.

RBSA Capital Advisors also has an active and strong Fairness Opinion practice,

with an established client base amongst large public listed companies.

Investment Banking

The assortment of services spans across :• Mergers, Acquisitions, Joint Venture and Strategic

Transactions

• Fairness Opinions

• Capital Issues Management - Initial Public Offers, Follow-

on Public Offers, Rights Issues, Qualified Institutional

Placements

ž Open Offer Management

ž De-Listing and Buyback

ž Private Equity Syndication

ž Debt Syndication and Placement

Project Finance - Term & Working Capital Finance

Financing of Infrastructure Projects

Debentures, Commercial Paper & Other Securitized

Debts

Overseas Debt Funding in the form of ECB’s

ž Corporate Restructuring / Business Reorganization

ž Other Capital Market / Merchant Banking Services -

Valuers and Advisors for ESOPs, Sweat Equity

ž Due Diligence - Financial, Tax and Business

Arrangement of Consortium Finance and External Commercial Borrowing

for Industry

Fairness OpinionsA fairness opinion is a financial advisor's opinion and an

independent objective analysis from a financial point of view;

as to the fairness of the financial terms of a Business

Combination or a Corporate Transaction. There are many

reasons for fairness opinions, most of which deal with

transactions (business combinations) involving publicly

listed and closely-held companies. An independent opinion

of fairness relative to the exchange of values can provide

substantial support for such transactions. Furthermore,

independent fairness opinions are useful as a defense against

dissident shareholder claims.

Fairness Opinion & Due Diligence

Merger / Joint venture of City Gas Distribution business for GAIL & VMSS

Acquisition of Port & Warehousing Facilities in UAE on behalf of an Indian

Group

- Investment Banking

Due Diligence – Financial, Tax and Business.A due diligence is an essential part of the review and

assessment of any investment opportunity, disposal,

reorganization, listing and especially required for Merger

and Acquisition purposes. The scope of the due diligence will

depend on the size and scale of the transaction and the

surrounding risks. The key findings of the due diligence

review would include factors that will impact the pricing of

the transaction, possible warranties that should be sought

by the buyer/seller and potential post acquisition integration

issues. RBSA has an extensive experience in all aspects of due

diligence and has served several corporate firms and

investors.

Financial Advisory for Dispute & Litigation Valuation & Financial Advisory Services Loss Assessment, Damages & Loss of Profit Analysis Independent Expert testimony Anti-trust & Competition Advisory Post-Acquisition Disputes, Joint Venture & Shareholder Disputes Civil & Construction Disputes, Real Estate Disputes Environment Damage Assessment Intellectual Property Rights dispute Forensic Audit

Strategic & Risk Advisory Services Techno Economic Feasibility Studies Economic Viability & Financial Appraisal Business Plan Preparation

Real Estate Advisory Services Financial Modelling, Highest & Best Use Studies Investment Related Due-Diligence Exercises

Infrastructure Advisory Services Bid Advisory and Bid Process Management Preparation of Information Memorandums Preparation of Detailed Project Reports

Technical Assurance Services Technical Due Diligence Reviews for Mergers & Acquisition Lender’s & Investor’s Engineer Services Independent Engineer’s Services Technical Opinion and Audits Chartered Engineers Opinion and Certification Project Cost Investigation and Forensic Advisory Project Appraisal and Monitoring

Transfer PricingCost Segregation Studies

Our Advisory Services have consistently delivered high-class solutions and results which are designed to meet each client's individual needs. With our multidisciplinary expertise across various industry segments we have brought clarity to difficult and complex situations.

Advisory Services

Independent Engineer andTechnical Due DiligenceIndependent Engineer’s Services (IE)

An Independent, Lender’s or Investor’s Engineer in any

Industrial, Real Estate or Infrastructure project principally

assures and ensures the correctness of the project

execution and its periodic reporting / monitoring to the

lenders / investors. This may also be extended to

verification of the completion of project and commissioning

of any Industry. The Role of an IE may differ from project to

project; however, the primary role remains risk mitigation

with technical & commercial assurance.

Technical Due Diligence

Technical Due Diligence forms a vital part of the services

offered by us. We review the technical and commercial

robustness of the Manufacturing facilities, Infrastructure

and critical Project contracts to support the financing of

the project or a target Due Diligence.

We perform Technical Due Diligence on the target

company for the acquirer / investor to make informed

and diligent acquisition decisions and understand risks

inherent in the deal.

Independent Engineer’s Services for Gujarat International Finance Tech

City (GIFT) project at Gandhinagar, Gujarat on behalf of consortium of

banks and Financial Institutions.

Technical Due Diligence across Industries for various purposes like M & A,

Investment, Restructuring, Financing etc.

- Advisory Services

Strategic & Risk Advisory ServicesStrategic Advisory

Our Strategic Advisory practice positions risk as a strategic imperative given today's world of greater complexities, uncertainties

and accelerating change. RBSA supports clients in defining their strategy, formulating business objectives and managing

performance while achieving a striking balance between risk and reward. An organisation's ability to effectively mitigate risk and

capitalise on the opportunity is its growth differentiator in the market. Our teams work cross-functionally with the client to

identify risk in strategy, finance, operations and compliance, while distinctively integrating the traditional disciplines of risk

management.

Techno Economic Feasibility Studies

Our multidisciplinary Strategic & Risk Advisory team conducts

Technical, Commercial & Financial Appraisal of proposed projects

& existing businesses.

We work with Lenders, Investors & Governments and provide

independent expert opinions on Techno Economic Viability of

Green Field/ Expansion Projects and Restructuring proposals. Our

team of experts assesses the risks associated with the investment

and advice on its mitigation strategy.

RBSA has the capability to undertake Financial and Economic

appraisal studies for complex projects and restructuring

situations.

Financial Advisory for Dispute & Litigation

Our multidisciplinary team of professionals advise clients and

their legal counsel as they address challenging financial and

economic aspects of today's complex disputes. We seek to

understand the unique aspects of each case and its underlying

issues and facts to assist our clients determine an effective

approach. We articulate our findings in an organized and

persuasive manner, whether in the form of a written report or

testimony in court as an Expert Witness & undergo effective

cross examination, if necessary.

We identify and analyze Valuation, Economic, Financial, Business

& Technical issues that are in dispute. We serve as Valuation

consultants, Financial consultants, Independent Expert

witnesses and Arbitrators. We support parties in negotiations

and mediations and help clients resolve commercial disputes

using our financial, technical, industry, data analytics and

technological skills.

Service Offerings:

Ÿ Civil & Construction Disputes, Real Estate Disputes

Ÿ Environment Damage Assessment

Ÿ Intellectual Property Rights dispute

Ÿ Forensic Audit

Ÿ Valuation & Financial Advisory Services

Ÿ Loss Assessment, Damages & Loss of Profit Analysis

Ÿ Independent Expert testimony

Ÿ Anti-trust & Competition Advisory

Ÿ Post-Acquisition Disputes, Joint Venture

& Shareholder Disputes

The core services offered by us includes :

- Advisory Services

ClientsUCO BankOriental Bank of CommerceAllahabad BankIndian BankCorporation BankAndhra BankVijaya BankBank of MaharashtraState Bank of TravancoreDena BankState Bank of Bikaner and JaipurState Bank of MysoreThe Jammu & Kashmir BankKotak Mahindra BankIndusind BankCiti BankYes BankDevelopment Credit BankStandard Chartered BankPunjab & Sind BankIFCISIDBIState Bank of PatialaState Bank of IndoreUnited Bank of IndiaLIC Housing FinanceBombay Mercantile Co-op BankWoori BankDBSRatnakar BankARCIL

CementACC LafargeBirla Cement Binani CementSanghi CementGrasim Industries Aditya Cement J. K. Cement Dalmia Cement Shree Cements Mangalam Cement Sagar CementsTeba Cement Factory

FMCGITCCoca ColaAllanasonsKS OilsCargillCafé Coffee DayBunge India Godrej Beverages & Foods (Nutrine)Modern Foods Esveegee Breweries (Gujarat Ambuja)Jyothy Consumer ProductsBSN Medical (Nivea)

Government & Public SectorGovernment of IndiaGovernment of United StatesGovernment of RajasthanGovernment of Punjab

Government of Uttar PradeshLife Insurance Corporation of IndiaUnit Trust of IndiaAir IndiaNational Insurance CompanyNew India Assurance Co.Food Corporation of India

Hotel, Hospitality & EntertainmentTaj Group of Hotels (Indian Hotels)Le MeridienIndia Tourism Development CorporationMarriott HotelHighstreet Cruises and EntertainmentAamby ValleyDuet India Hotels Fort of BundiSambhar Lake (270 Sq Kms Salt Producing Lake)

Reliance Big EntertainmentCineline Entertainment (CineMax)Adlabs Films SAMHI GroupDeccan Chargers Cavalli Club Deccan ChronicleSkyGourmet CateringLSG SkychefGate GourmetDharma ProductionsThe Lalit

InfrastructureAir India (Indian Airlines)Reliance Infrastructure Reliance Energy Kandla Port TrustHindustan Shipyard GMR Group SembawangNCC Infrastructure HoldingsSambhar Lake, Dam, Salt Water BodiesContainer & Warehousing Corp.Ahmedabad Urban Development AuthorityIFFCOL & T Infrastructure Finance Co.National Highway Projects on BOT Basis.ONYX Asia ServicesGujarat International Finance Tec-City (GIFT)Ranjit BuildconShapporji Pallonji

Iron & SteelStemcor Essar Steel JSW SteelJindal SAW Bhushan Steel & Strips Bhushan Power & Steel Severfield Rowens PLCTata Steel & Strips Steelcast Ratnamani Metal & TubesJSW Ispat SteelJindal Stainless Ltd.

AutomobileAlliance Tire Group B. VMaruti Suzuki Punjab TractorsAshok LeylandTata MotorsFicosa InternationalMinda IndustriesVolvoMICO - BOSCHSwaraj MazdaEicher MotorsRoyal EnfieldTata HolsetArvinMeritorCumminsMahindra Ugine

Chemicals & FertilizersHenkel CACCABB, GmbHGNFCRashtriya Chemicals and FertilizersICI IndiaUnited Phosphorus Nagarjuna Fertilizer & ChemicalsClariant Chemicals Chambal Fertilizers & ChemicalsKiri Dyes & Chemicals SPICVertellus SpecialtiesAnil Starch Tuticorin Alkali Chemicals & FertilizersGujarat State Fertilizers and Chemicals Brahmaputra Valley Fertilizer Corporation

ConsultantsKPMGPriceWaterHouse CoopersDeloitteBNP ParibasBDOSBI Capital Markets Grant ThorntonBaker Tilly

Banking & Financial InstitutionsReserve Bank of IndiaState Bank of IndiaICICI BankPunjab National BankBank of IndiaCanara BankBank of BarodaIDBI BankHDFC BankDeutsche BankUnit Trust of IndiaAsset Reconstruction Company of IndiaPegasus Asset Reconstruction Union BankCentral Bank of IndiaAxis BankSyndicate BankIndian Overseas BankEdelweissL & T Infrastructure Finance Co.

Adani GasPrize Petroleum CompanyHindustan Oil Exploration Company Oil Field InstrumentationBongaigaon Refinery & PetrochemicalsNumaligarh RefineryGreater Calcutta Gas Supply Corp.Tide Water Oil Company

PharmaceuticalsGlenmark Pharmaceuticals HospiraRanbaxyTorrent PharmaceuticalsAventis PharmaOman Chemicals & Pharmaceuticals Aurobindo PharmaMerckOrchid Chemicals & Pharmaceuticals Matrix LaboratoriesDishman PharmaceuticalsTrident Life SciencesEmmellen BiotechPiramal EnterprisesEISAI Daichi SankyoAlkem Laboratories

Power Bharat Heavy Electricals Gujarat Industrial Power Corporation Himachal Pradesh State Electricity BoardCESC Reliance EnergyDamodar Valley CorporationTorrent Power Jyoti Structures Suzlon EnergySchneider ElectricKEC InternationalTata PowerReliance PowerABB Power

Real EstateShapoorji Pallonji & Co. Tata Realty & InfrastructureIREOEmaar MGFShantigram Adani TownshipRaheja GroupKshitijDLFJ P InfrastructureEmerald IslandAamby ValleyHorizon Realty TrustIHHR Hospitality Orchid Infrastructure Developers Wadia GroupLodha GroupPrestige Mantri Group

LogisticsBluedart Express APL LogisticsCMA CGMDHL WorldwideBalmer Lawrie & Co. Maersk IndiaAmeya Logistics Deccan Cargo & Express LogisticsStolt Tank Containers BVUPS Group CompaniesFourcee Infrastructure

Metals & Mining IndustryHindustan Zinc Hindustan Copper Manganese Ore JSW MiningIndian Rare EarthsSociedade De Fomento InternationalBinani GroupIndustrial Development Corporation of OrissaKudremukh Iron Ore Co.Ashapura MinechemStemcor

Manufacturing & EngineeringBHELEaton CorporationSembawang Engineers and Constructors Goldline GroupSenaat GroupRichardson & CruddasHiltiKirloskar Oil Engines HMT Voltas Flat Products Equipment National Engineering Industries

Private Equity / Venture CapitalWarburg PincusKohlberg Kravis Roberts Bennett Coleman & Co.Indian Hospitality CorporationKshitij Venture Capital FundHorizon Realty FundEvolvence IndiaNavis CapitalDuet India Hotels IHHR Hospitality

Petroleum, Petrochemicals, Oil and GasBritish PetroleumReliance IndustriesGas Authority of India (GAIL)Shaleem Petroleum Co SAOCOil & Natural Gas Corporation (ONGC)Indian Oil Corporation (IOCL)Hindustan Petroleum CorporationBharat Petroleum CorporationRas Lanuf Refinery, Libya

National Textile CorporationTata HousingNational Buildings Construction CorporationConstruction Products International Co.

Telecom, Information Technology & ElectronicsTata Consulting ServicesBharti AirtelReliance Communications WNS HoldingsHutchison Essar FLAG TelecomCognizant Technologies Tata Teleservices Reliance GlobalcomCollaberaBPL MobileVANCO PLCIBM Daksh e-ServicesE Funds International AlcatelNokia India CMC Foxconn India Capita Offshore Business ServicesAksh OptifibreMastekCNO

Textile & LeatherElandOswal Woollen Mills (Monte Carlo)National Textile Corporation (NTC)Nandan Exim (Chiripal Group)Tommy HilfigerMudra LifestyleAmitara Industries Krishna Knitwear Mayur Uniquoters Himatsingka SeideRaymondBombay Rayons Fashions Spykar

Others IndustriesPantaloonsSaint GobainAnchorOrix Auto Infrastructure ServicesBell CeramicsFormica Pacific Pipe Systems (Doshion)Triveni Bialetti IndustriesPaper ProductsYatra P & S Jewellery Asian GranitoWhite Horse CeramicsRavin CablesBallarpur Industries Manipal Group

Valuation Advisors

Proposed Acquisition of Ras Lanuf R e f i n e r y o f L i b y a b y Indian oil Corporation Ltd.

RBSA has advised leading companies on Mergers & Acquisitions and Financial Reporting matters. We have also acted as domain experts and valuation advisors on several transactions. Some of the main transactions and other instances where our services have been utilized are:

Credentials

Valuation Advisors

Demerger and Restructuring of Reliance Infrastructure Ltd. intovarious Business Groups

Valuation Advisors

Merger of Air India and Indian Airlines

Transaction Advisors

Valuation of KEL for proposedJoint Venture with Bharat HeavyElectricals Ltd.

Advisory Services

Due Diligence and Valuation of Land & Real Estate for acquisitionby Maruti Suzuki across India

Technical Assurance Services

Independent Engineer Servicesfor GIFT City Project at Gandhinagar,Gujarat on behalf of a Consortium ofBanks & Financial Institutions

Valuation Advisors

Valuation of Tangible Fixed Assetsof JSW Steel Ltd. & Ispat Steel Ltd.for the Purpose of Merger

ISPAT

Valuation Advisors

Valuation of Tangible Assets,Intangible Assets and Investmentsof Voltas ltd. for Financial Reportingunder IFRS 1

Valuation of Assets of StrategicElectronics Division (SED) for F inancia l Report ing andManagement Review

Valuation Advisors

Impairment Review

Impairment Review of Essar Steel Ltd.

Valuation & Purchase Price Allocation

Acquisition of L & T's Ready Mix Concrete Business by Lafarge

LAFARGECEMENT

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Fairness Opinion

Fairness Opinion on Acquisitionof Decision Resources Group, USA for Acquisition Financing Purposes

Valuation of Power Plants,Transmission Assets & DistributionAssets of Torrent Power AECLtd. and Torrent Power SEC Ltd.

Valuation Advisors

Valuation Advisors

Financial Advisory Services forValuation of Equity shares ofAlliance Tire Group B. V. Netherlands, Israel Business and US Business for ManagementReview and Tax purposes

Exclusive Transaction Advisors

Acted as Exclusive Advisors for JointVenture / Merger of City GasDistribution Business of Gail, Gail Gas and VMSS at Vadodara City

GAIL(India)Limited

Acquisition of Orchid Chemicals & Pharmaceuticals Ltd. by Hospira, USA

Valuation & Purchase Price Allocation

Valuation Advisors

Exclusive Advisors for DueDiligence and Valuation of Portfolioof Real Estate Assets of variousBanks & Asset ReconstructionCompanies for Acquisition Purposes

Valuation Advisors

Valuation of Mines & Mineral

Reserves and Fixed Assets of

Binani Cement Ltd. Binani Zinc

Ltd., Goa Glass Fibre Ltd. BT

Composites & Binani Industries

Ltd. for IFRS 1 Purposes

CEMENT

Valuation of Gail Assets across India having asset base ofmore than Rs. 57000 Croresfo r Insu rance Pu rpose

Valuation Advisors

Valuation Advisors

Financial Advisor to the Govt of India, Ministry of Finance (Department of Disinvestment)for the proposed USD 4 Billion residual stake sale in Hindustan Zinc Ltd.

HINDUSTAN ZINC LIMITED

Valuation Advisors

Financial Advisor to BP forValuation of Oil & Gas Reserve & Resources of Reliance Industries in the KG basin(including the well knownKGD6 block)

Valuation Advisors

Valuation of Fixed Assets includingits plants at Hisar & Jaipur andother Assets of Jindal Stainless Ltd.

Valuation Advisors

Valuation of Telecom Networkand Tower Assets of HutchisonEssar (now Vodafone) forFinancial Reporting purposes

Technical Assurance Services

Technical Due Diligence of MaherCapacitor Pvt. Ltd. for thep ropo sed a cqu i s i t i o n bySchneider Electric

Valuation Advisors

Valuation of Land Concession atHyderabad Airport and DelhiAirport for the purpose ofFinancial Reporting underIFRIC 12 for GMR Group

Valuation & Fairness Opinion

Valuation of Matrix LaboratoriesLimited and its various GlobalBusiness Units for restructuringby Mylan

Technical Assurance Services

Technical Due Diligence of Assetsof VE Commercial Vehicles

Valuation & Transaction Advisors

Valuation of Sezal Glass, Jhagadia,Gujarat for its acquisition by SaintGobain. Valuation included FixedAssets, Intangible Assets, forIFRS, Indian GAAP & Tax Purposes

Valuation & Transaction Advisors

Disinvestment of Stake in Bharti Hexacom Ltd. by TCIL

Valuation Advisors

Brand Valuation of BILT forSecuritization and Fund Raisingpurposes from InternationalBanks

Valuation Advisors

Valuation of Mines & Mineral Reserves and Tangible Fixed Assets & Intangible Assets of Cement Business of Dalmia Cement (Bharat) Ltd. for Restructuring Purposes

Valuation Advisors

Valuation of Intangible associated with Tommy Hilfiger Brand

Valuation Advisors

Valuation of Plant & Machinery of Oman Chemicals andPharmaceuticals LLC, Oman forInternal Management Reviewand Restructuring

Acted as Co-Advisors for Valuationof Equity Stake of The InvestmentDar, Kuwait in various PortfolioCompanies for Restructuringpurposes

Valuation AdvisorsFairness Opinion

Fairness Opinion for Acquisition ofGrain Silos and Port Infrastructureat Hamriyah Port, Sharjah byAllanasons

Fairness Opinion

Valuation of Equity Shares ofKarnalyte Resources Inc., Canadafor proposed Investment byGujarat State Fertilizers &Chemicals Ltd.

Technical Assurance Services

Technical Due Diligence for

C o n s t r u c t i o n P r o d u c t s

International Co. (CPC), UAE for

its proposed Acquisition

Techno Economic Assessment and Valuation of Khopoli Unit ofShapoorji Pallonji ConstructionManagement Group for theproposed Joint Venture

Technical Assurance Services Fairness Opinion

Valuation of Equity Shares ofDiligenta, UK for acquisition byTata Consultancy Service

Valuation of Telkom Kenya forthe proposed Acquisition by aMajor Indian Telecom Co.

Valuation Advisors

Valuation Advisors

Valuation of Business, Tangibleand Intangible Assets of RelianceGlobalcom Limited for the purposeof Purchase Price Allocation forSingapore Listing of Global Telecommunication Infrastructure Trust (GTIL)

Valuation of Well ServicingRig – Marmul & NIMR, Oman ofShaleem Petroleum Co SAOC

Valuation Advisors

Valuation Advisors

Financial Advisory Services forFair Valuation of Equity Sharesof Glenmark Pharmaceuticals Ltd.& Glenmark Generics Ltd. todetermine Stock Swap Ratio forMerger/Amalgamation purposes.

Valuation Advisors

Financial Advisory Servicesfor providing Fairness Opinion / Valuation of Equityof Stemcor India Businessfor a proposed Transaction

Valuation Advisors

Acquisition of New Drug Discovery Unit of Ranbaxy by Daiichi-Sankyo

Valuation of Coal Blocks / Mines for the Schedule II and Schedule III Coal Blocks which have been Auct ioned by Nom ina ted Au tho r i t y o f Government of India

Valuation Advisors