Annual Dealtracker 2023

Reforms
Revenue Growth
Annual Dealtracker Consolidation
Providing you with merger and acquisition

and private equity deals’ insights for 2022
18th annual edition
Contents
Foreword 03
Key highlights 05
Mergers and acquisitions dealscape 09
Private equity dealscape 30
IPO and QIP trends 39
Sector spotlight 42
Regulatory updates 61
Disclaimer
This document captures the list of deals closed and
announced as of 25th December 2022 based on the
information available in the public domain. Our analysis
in the document is basis appropriate assumption where
necessary. For example, deals have been classified
by sectors and by funding stage based on certain
assumptions. If different assumptions were to be applied,
the outcomes and observations would be different. Hence,
the document should not be relied upon as a substitute for
relevant and detailed advice.
Grant Thornton Bharat LLP does not take any

responsibility for the information, any errors or any
decision and any loss thereof incured by the reader as a
result of relying on the document.
02 Annual Dealtracker
Foreword
Prashant Mehra
Partner and COO
Grant Thornton Bharat LLP
2022 has been a jarring ride for the government policies like extension of PLI and governance) driven by increased
global economy and investors with scheme to multiple sectors. consciousness especially post Covid.
uncertainty and volatility being the The slowdown in emerging economies
dominant theme. The year started Despite many economic fallouts, Indian could also position India as an attractive
off with geopolitical tensions, dealscape stood strong. 2022 was alternate investment destination.
uncontrollably high inflation, and a a year of revelations, with India Inc. Moreover, inbound investments as well
pervasive slowdown, but saw some relief recording over 2,000 deals valuing as domestic consolidation may also
in the second half with widespread over USD 127 billion, a 47% increase eye the buy-side opportunities in the
agreement over the peak of inflation in values since last year. Deal activity stressed asset sector. All these factors
and subsequent allayment of high remained active since the start of the including strong economics will witness
prices across the board. The global year witnessing record number of 2023 surpass 2022 deal levels.
slowdown continues with the Eurozone deals with over 58% of deals valued at
further struggling with an energy crisis, USD 105 billion in H1 2022. However, We, at Grant Thornton Bharat, are
China still under the symptoms of H2 2022 witnessed a wait and watch pleased to present the 18th annual
Covid-19 and the US in an unofficial approach by both strategic and edition of the Dealtracker, our
recession with all eyes on the Federal financial investors, across various pioneering publication on the M&A and
Reserve as it takes the difficult decision sectors and across borders. The PE/ PE deals in India. When we started this
regarding its monetary policy; however, VC segment continued to drive volumes publication 18 years ago, our objective
the Indian economy and the Indian while M&A led the values on the back of was to cover all the deal highlights and
capital markets have been an outlier, landmark deals like the HDFC merger, sector updates and provide detailed
outperforming the rest of the world on LTI-Mindtree merger among others. M&A analysis and insights into deal trends.
the back of strong performance. deal values hitting an all-time high was We continue to emphasise that deals
the highpoint for 2022. are an important growth driver for the
India’s GDP is expected to grow from the Indian economy. Hence, we believe that
current USD 3.4 trillion to USD 8.5 trillion Stepping into 2023, we are expected to for the Indian economy to grow and far
over the next 10 years. India is also witness a trend reversal from H2 2022 exceed its projected growth rate, India
set to overtake Japan and Germany with the following themes. H1 2023 is Inc. needs to see more of both these
to become the world’s third-largest expected to witness deal activity around activities. We thank you all for being a
economy. However, spillover effects of consolidation driven by strong balance part of our journey and hope that you
slowdown in major economies, lower sheets of companies whose appetite will continue to share your valuable
exports growth, strengthening USD has increased for mixed integration; PE/ feedback. I hope you find this report
placing a drag on INR, trade deficit VC will further fuel this with increased an insightful read. Stay safe and here’s
levels and forex reserve levels give rise consolidation-backed funding. We are hoping to #GoBeyond towards shaping
to near-term risks for domestic growth also expected to see activity around a #VibrantBharat.
in addition to the increased spending distressed asset M&A on a global scale
in the pre-election year impacting the and from India’s perspective pushing the
fiscal situation. Despite that, Indian cross-border activity that was subdued
economy remains at a favourable place in H2 2022. Further, from a sector
with a robust credit cycle, improving perspective, while the tech sector will
capex cycle led by healthier balance continue to be dominant in the coming
sheets, rising incomes leading to year, we may see the emergence of a
higher consumption and supportive new sector ESG (environmental, social,
Annual Dealtracker 03
Quick view of 2022
Total Volumes Total Values
2,061 USD 136.6 billion
Total M&A volumes Total M&A Values

477 USD 91.4 billion
Total PE volumes Total PE Values

1,530 USD 35.4 billion
Total IPO volumes Total IPO Values

40 USD 8.3 billion
Total QIP volumes Total QIP Values

14 USD 1.5 billion
Top 3 sectors by volume Top 3 sectors by value

Start-up > E-commerce > IT& ITes Banking and financial services > IT &ITes > Manufacturing
Top inbound destinations Top outbound destinations

USA > Singapore > Netherlands > Japan USA > Switzerland > UK > Singapore
Top 3 cities attracting PE investments Top 3 cities witnessing domestic deals

Bangalore > Mumbai > Gurgaon Mumbai > Bangalore > Delhi
Top 3 M&A deals Top 3 PE deals

HDFC – HDFC Bank merger – USD 40 billion Viacom18 fundraise of USD 1.8 billion
L&T – Mindtree merger – USD 17.7 billion Sprng Energy – Solenergi Power fundraise of
Adani – Ambuja Cement – USD 10.5 billion USD 1.6 billion
Brookfield Asset Management – sale of five
operational road projects for USD 1.2 billion
Key highlights
Shanthi Vijetha
Partner
Deal-making active amid cement, and IT sectors. The top three breached. However, PE/VC investors are
transactions, namely the HDFC-HDFC optimistic about 2023, with a majority
global downtrend Bank merger, the L&T and Mindtree betting on increasing pace of investment
At the start of 2022, dealmakers were merger and Adani acquiring Ambuja and fundraising given the availability of
riding on the best year (2021) on record cement, alone accounted for 75% of the
dry powder and the strong domestic and
for Indian dealscape and everyone total values in the M&A space.
global interest in the Indian markets.
predicted 2022 to be even better before
the development of the Russia-Ukraine Domestic consolidation dominated the
war and the impact of the same on the M&A deal space recording 355 deals Digitalisation continued to
valued at USD 70.7 billion. Outbound
global economies. Although there were
activity saw record deal values till date
be the prevailing theme
many setbacks at the start of the year,
India recovered quicker than its peers amounting to USD 17.9 billion across 61 One of the themes brought about by the
who entered into an unannounced deals. USA dominated the outbound Covid pandemic is the acceleration of
recession with lack of liquidity in the focus with 30 deals worth USD 6.2 billion.
digitalisation. Many businesses across
global markets. This is reflected in the sectors, especially consumer-centric
subdued inbound deal flow. Bangalore, Mumbai, and NCR regions
remain the hubs for most deal activity businesses, have been catching up with
whether in M&A or PE/VC activity; and adopting the emerging technologies
India Inc. remained active witnessing
however, tier 2 cities have also been to remain competitive and to identify
2,007 deals worth USD 127 billion,
although this is a 6% decrease in the slowly catching up with supporting new growth opportunities. This continues
deal volumes over 2021 (record year); infrastructure, favourable mix of to fuel deal activity in the tech savvy
2022 saw a 47% increase in the values demographics and opportunity to sectors; the deal making in 2022, similar
on the back of a few marquee deals that showcase entrepreneurial talent. to the trends seen in 2020 and 2021, was
were witnessed in no other year. The year led by the start-up, e-commerce and IT
witnessed 11 multi-billion-dollar deals Despite funding winter, sectors which constituted 74% of the
amounting to USD 82. 5 billion and 97
deals valued between USD 100 and USD wheels are rolling deal volumes.
999 million amounting to USD 26.2 billion. The Indian funding ecosystem has IPO euphoria was
witnessed a downtrend after a
Domestic businesses blockbuster fundraising year in 2021.
shortlived
expanding their footprint While the total investment in home-grown 2022 witnessed the biggest IPO launch
companies until the first half of 2022 was (LIC with issue size USD 2.8 billion) in
India defied the global trend and
at par with the previous year, the latter Indian history accounting for 33% of the
saw a record level of mergers and
acquisitions in 2022, as companies half of the year witnessed a slowdown. total issue size. In addition, new-age tech
sought to consolidate their positions India saw a 26% decline in fundraising at stocks like Paytm, Zomato, PB Fintech
in their existing businesses. Besides USD 36.4 billion from PE/VC compared to or Policybazaar, Nykaa, Delhivery, etc
consolidations, this year’s M&As were the last year. Although PE/VC accounted got listed. However, the euphoria was
also driven by conglomerates’ entry into for 76% of overall deals recording 1,530 short lived as the listings saw a massive
new businesses. These trends led to the deals, due to absence of big-ticket dip in their market capitalisations
largest-ever transactions in the banking, transactions, 2021 numbers were not post listing. The global recessionary
trend and the expiration of the lock-in period of pre-IPO
investors might have triggered this. In case of new-age
companies, uncertain path to profitability, weak short-term
projections and blurred strategic decision may have made
the investors jittery. In light of the above, many new-age
businesses delayed their IPO plans and started focusing
on improving the company’s financials and thereby raise
private equity/debt funds in the medium term.
Qualified institutional placements, on the other hand, lost

the charm as volatility dampened the market sentiment.
We saw a 76% decline in values and more than a 50%
decline in companies opting for this method of fund
raising, with only 14 issues at USD 1.5 billion.
To sum up
The Indian market has been attracting global investors
over the years, due to the return potential and scope for
differentiated fund strategies in the context of the India
growth story. 2020 has been seen as the pandemic year
where business strategies changed, and companies opted
for new models to stay relevant and 2021 is widely known
as the glory year for Indian dealscape, whereas 2022 will
be known as the year in which India stood strong amongst
the global markets. It also witnessed domestic businesses
emerging stronger and pursuing to expand their footprint
both domestically and globally. We expect this trend to
continue into 2023, which in turn would in turn reinvigorate
funding deal activity as the global money will be re-
allocated in the backdrop of resilience, confidence and
potential in the Indian markets.
Deal-making remained active
in 2022...
M&A deal annual trend
USD 23 bn USD 16 bn USD 7.2 bn USD 5.7 bn USD 5.1 bn USD 40 bn

Idea-Vodafone Walmart-Flipkart ArcelorMittal-Essar Facebook-Jio Piramal Capital & HDFC-HDFC bank;
USD 14.6 bn Bharti Steel Platforms Housing Finance- USD 17.69 bn
Infratel-Indus Towers Dewan Housing L&T-Mindtree
Top deals
USD 5.8 bn ONGC- Finance Corporation USD 10.5 bn
>=USD 5 bn
Hindustan Petroleum Adani-Ambuja cement
USD 5.5 bn Tata Steel-
Bhushan Steel
No. of deals
>=USD 500 mn 9 22 9 16 14 14
91.4
89.4 501
477
444 477
413
357
40.4 38.2
34.0
27.6
2017 2018 2019 2020 2021 2022

Values USD bn Volumes
PE deal annual trend
USD 2.5 bn Flipkart USD 1.2 bn UPL Ltd USD 3.7 bn Reliance USD 9.8 bn Jio Platforms USD 3.6 bn Flipkart USD 1.8 bn Viacom18
USD 1.8 bn Axis USD 1 bn Swiggy Jio lnfratel USD 6.4 bn Reliance USD 2.1 bn Mphasis USD 1.6 bn Solenergi
Bank USD 1 bn Oyorooms USD 1.8 bn East Retail Venture USD 1.2 bn Power
USD 1.4 bn Paytm West Pipeline USD 2 bn RMZ Corp HGS-healthcare biz USD 1.2 bn Brookfield
Top deals
USD 1.4 bn DLF USD 1 bn Paytm USD 1.2 bn Prestige USD 1 bn Asset Management
>=USD 1 bn
Cyber City Group Tata Passenger USD 1.1 bn Yes Bank
Developers USD 1 bn Jindal Electric Mobility Ltd
USD 1.1 bn Olacabs Shadeed Iron and Steel
USD 1 bn Piramal Glass
No. of deals
>=USD 500mn 6 6 11 24 14 12
1,624
48.0 1,530
945
39.8
791 807 35.4
731
30.8
20.6
20.5
2017 2018 2019 2020 2021 2022

...but pace slowed in H2 2022
M&A deal monthly trend ArcelorMittal Nippon Steel Ltd. -

Total SE - Adani Green Energy Larsen & Toubro Infotech Ltd - Adani Group - Ambuja Cement Essar Group- Ports, power and
Ltd USD 2.5 bn Mindtree Ltd USD 17.7 bn Ltd and ACC Ltd USD 10.5 bn transmission assets USD 2.4 bn
Energy and natural resources IT & ITeS Manufacturing Transport and Logistics
HDFC Bank Ltd - HDFC Ltd Talace Pvt. Ltd - Air India
Adani Green Energy Ltd -
USD 40 bn Ltd. USD 2.4 bn
SB Energy India USD 3.5 bn
Banking and financial services Aviation
Energy and natural resources
JSW Steel Ltd - Bhushan Power Biocon Ltd - Viatris Inc.
& Steel Ltd USD 2.7 bn Piramal Capital & Housing USD 3.3 bn
Manufacturing Finance Ltd - Dewan Housing Pharma, healthcare and
69 Finance Corporation Ltd biotech
42.9 USD 5.1 bn
62
57 Banking and financial services
51 50 53
46 29.6
42 48
40 38
35 37 35
44 37
34 37 35
32 26
22 22
6.5 26
5.5 5.3 5.6 5.4
3.2 2.7 2.6 3.0 3.3
1.5 1.4 1.6 1.4 1.6 1.6 1.8
0.3 0.9 0.7 0.40.8
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
2021 Values USD bn 2022 Values USD bn 2021 Volumes 2022 Volumes
M&A deal monthly trend Carlyle Group Inc and Advent

International - Yes Bank Ltd
Three Blackstone affiliate IndInfravit Trust - Brookfield Asset Baring Private Equity Asia -
USD 1.1 bn
funds - Mphasis Ltd USD 2.1 bn Management - five operational HGS Ltd - Healthcare
road projects USD 1.2 bn business USD 1.2 bn Banking and financial services
IT & ITeS
Bodhi Tree Systems - Viacom Infrastructure Management IT & ITES
Media USD 1.8 bn Consortium investors - Consortium investors -
Flipkart USD 3.6 bn Consortium investors - Atria
Dream11 Fantasy Pvt. Ltd
Media and entertainment Convergence Technologies
E-commerce USD 0.8 bn
Shell Overseas Investment - Sprng Ltd USD 0.9 bn
Media and entertainment
Energy - Solenergi Power Pvt. Ltd Telecom
USD 1.6 bn
Energy and natural resources TPG Rise Climate and ADQ
- Tata Passenger Electric
Mobility Ltd USD 1 bn
7.4 7.6 7.6
7.2 Start-up
182 193
175 5.9
159 161
146 151 5.1
139 136 146
123 140 148
3.6 134 121
3.4 107 3.1 119 3.4 110 3.5
103 2.9 98 3.1
2.7 2.5 93
87 2.2 83 100
1.7 1.9 1.9
1.5 1.5 1.4
1.2 1.2
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
2021 Values USD bn 2022 Values USD bn 2021 Volumes 2022 Volumes
Mergers and
01 acquisitions
dealscape
• M&A sector trends
• Top M&A deal board
• Grant Thornton insights
• Domestic M&A deal trend
• Outbound M&A deal trend
• Inbound M&A deal trend
Strategic acquirers upped
consolidation and expansion
The mergers and acquisitions activity and the L&T and Mindtree merger (USD segment by 88% and 18% respectively,
in India touched a record of USD 91.4 17.7 bn). Driven by Adani’s acquisition the transport and logistics segment
billion, driven by seven multi-billion- of Ambuja Cement for USD 10.5 billion, saw an increase of 141% in deal values
dollar deals. The deal-making activity the manufacturing sector stood strong led by ArcelorMittal Nippon Steel’s
was boosted by economic resilience recording 22 deals at USD 11.8 billion. acquisition of Essar Group’s port assets
displayed by Indian economy and its with an 80% increase in volumes.
supporting factors resulting in domestic Deal activity in the energy sector was Pharma sector witnessed a significant
consolidations and overseas expansion seen in the renewable segment driving drop in the volumes, while values
across sectors for value creation and deal values up to USD 4.2 billion. spiralled driven
market share gain. JSW Energy’s acquisition of Mytrah’s by one multi-billion-dollar deal.
renewable portfolio for USD 1.3 billion
Start-ups and IT sector led the volumes was the biggest of the segment. Aerospace and defense, automotive,
accounting for 44% of total volumes, professional services and agriculture
while the BFSI and IT sectors topped While 2022 witnessed a drop in deal sectors were also active during the year
the charts in terms of values on back of values and volumes for the education compared to muted activity witnessed
two big-ticket transactions - the HDFC in 2021.
and HDFC Bank merger (USD 40 bn),
71 126 132
1,097 864 1,061
4 1 5 Start-up 60 78 80
653 5 25 2,300 3,826 19,464
Agriculture and forestry IT & ITeS

11 51 58
23 5 8
1,447 2,577 1,757
397 44 803
Automotive E-commerce
21 30 34
7 5 9
928 683 1,086

2,014 1,158 2,794
Transport and logistics Retail and consumer
32 48 24
1 13 13
1,089 1,645 4,430
41 234 229
Pharma, healthcare
Hospitality and leisure and biotech
11 7 13 30 29 22
186 38 116 2,204 3,100 11,815
Professional / Business services Manufacturing
14 18 14 15 22 21
5,025 7,466 4,191 80 736 388
Energy and natural resources Media and entertainment

Top sectors based on
deal volumes 19 27 14 14 23 19
2020 2021 2022 1,663 9,361 41,877 91 2,935 362
Volumes Banking and financial Education

services
2020 2021 2022
Values USD mn
Mergers and acquisitions dealscape
M&A deal board 2022
Top 10 deals accounted for 87% of the total deal values. Deals such as the HDFC-HDFC Bank merger, the L&T-Mindtree merger,
and Adani’s acquisition of Ambuja Cement were responsible for 75% of the total M&A deal values.
Acquirer Target Sector USD million Deal type % stake Cross-border/

domestic
HDFC Bank Ltd HDFC Ltd Banking and 40,000 Merger 100% Domestic
financial services
Larsen & Toubro Mindtree Ltd IT & ITeS 17,690 Merger 100% Domestic
Infotech Ltd
Adani Group Ambuja Cement Ltd and Manufacturing 10,500 Controlling N.A. Outbound
ACC Ltd stake
Biocon Ltd Viatris Inc. Pharma, health- 3,340 Acquisition 100% Outbound
care and biotech
ArcelorMittal Essar Group - Ports, power and Transport and 2,400 Acquisition 100% Domestic
Nippon Steel Ltd transmission assets Logistics
Axis Bank Ltd Citicorp Finance (India) Ltd - Banking and 1,643 Acquisition 100% Outbound
Indian consumer businesses financial services
JSW Energy Ltd - Mytrah Energy (India) Pvt. Ltd - Energy and 1,316 Acquisition 100% Domestic
JSW Neo Energy 1.75 GW of renewable portfolio natural resources
Worldone Pvt. Jindal Power Ltd Energy and 987 Majority stake 96.42% Domestic
Ltd natural resources
Google Bharti Airtel Ltd Telecom 700 Minority stake 1.28% Inbound
International LLC
Dalmia Cement Jaiprakash Associates Ltd Manufacturing 691 Acquisition 100% Domestic
(Bharat) Ltd - clinker, cement and power
plants
Grant Thornton insights
The deal activity in India remained The banking and financial sector had is expected to continue in the next
strong despite volatility in capital the highest contribution of 46% in terms year as well. Significant volatility in
markets and an increase in interest of overall deal value followed by the IT public capital markets for technology
rates across the board, with & ITeS sector at 21% which was driven and new-age businesses will lead to
consolidation being the key driver for by large deals. The start-up sector, on challenging times for start-ups and
large deals. This is reflected in this the other hand, contributed the highest new-age businesses for raising capital,
year’s average ticket size for acquisition in terms of deal volumes but the volume opening opportunities for consolidation.
/merger which is the highest till date. growth was flat over the previous year. We expect the deal activity during the
The IT/ITES and e-commerce sectors next year to be better as against the
The total deal value this year stood at continued to drive the deal volumes for current year.
USD 91.4 billion - the highest in the last the year.
11 years. Around 75% of the total deal
values were contributed by three mega The disruption caused by the Abhay Anand
deals - the merger of HDFC Bank & geopolitical instability arising from Partner
HDFC for USD 40 billion, the merger of the Russia-Ukraine war and the fear of Grant Thornton Bharat LLP
LTI and Mindtree for USD 17.7 billion, and recession due to rising inflation rates
the acquisition of a controlling stake across the developed markets has
in Ambuja Cement Ltd and ACC Ltd by impacted valuations. The tempering
Adani Group from Holcim Ltd for USD of valuations from the highs of 2021
10.5 billion.
Volumes Values USD mn
Deal 2017 2018 2019 2020 2021 2022 2017 2018 2019 2020 2021 2022
summary
Domestic 250 285 267 213 382 355 32,278 51,748 17,734 12,973 23,596 70,741
Inbound 86 100 95 67 56 61 5,962 25,694 7,905 18,041 6,624 2,753
Outbound 77 92 82 77 63 61 2,183 11,935 1,995 2,948 8,011 17,943
Grand 413 477 444 357 501 477 40,423 89,378 27,633 33,962 38,231 91,437
total
Domestic dealmaking reigns

supreme
Domestic M&A deal trend
The Indian domestic M&A saw record landmark deal of LTI-Mindtree (USD 17.7 deals in Q3 and non disclosure of
deal values in the year 2022 with USD billion). Barring these two deals, the transaction values.
70.7 billion across 355 deals. Deal year witnessed a 45% drop in values.
values were mainly driven by the biggest The shrinkage in the deal values can Besides vertical integration, 2022 also
deal ever seen in Indian history, the be further attributed to fall in the deal witnessed consolidation of companies
HDFC and HDFC Bank merger (valued activity from 136 deals in Q1 to 62 through acquisition of smaller
USD 40 billion), followed by another counterparts to absorb the tech support.
USD 23 bn USD 14.6 bn USD 7.2 bn ArcelorMittal USD 1.4 bn USD 5.1 bn USD 40 bn
Vadafone - Idea Bharti Infratel - - Essar Steel Adani Ports and Special Piramal Capital & HDFC - HDFC Bank;
USD 2.4 bn Indus Towers USD 1.7 bn Economic Zone - Housing Finance USD 17.7 bn
IndusInd Bank - USD 5.8 bn India Grid Trust - Sterlite Krishnapatnam Port Ltd.- Dewan Housing L&T - Mindtree
Top deals
Bharat Financial ONGC - Hindustan Power Transmission Ltd USD 1.4 bn Finance Corporation
Inclusion Ltd Petroleum Corporation USD 1 bn Consortium - Yes Bank USD 2.7 bn
USD 1.2 bn USD 5.5 bn Tata Steel - Radiant Life Care - Max USD 1.3 bn JSW Steel Ltd -
ONGC - Krishna - Bhushan Steel Healthcare Institute and Embassy Office Parks Bhushan Power &
Godavari Basin Max India REIT - Embassy Steel Ltd
TechVillage
No. of deals
>=100 mn 19 32 25 23 31 24
70.7
382
355
51.7
250 267
285
32.3 213
23.6
17.7
13.0
2017 2018 2019 2020 2021 2022

Cities in focus 25% 31% 27%

6%
Others
Others NCR Bangalore
Bangalore, Mumbai, and 5%
NCR
NCR remained in focus for
By Volume By Value
domestic M&A.
21% 62%
23%
Bangalore Mumbai
Mumbai
Sector movement compared to 2021 Top 5 deals
In 2022 while the new-age sectors like start-up and e-commerce had a greater
accounted for
number of deals, the traditional sectors like banking, IT and energy led in values. 88% of domestic
deal values
Start-up E-commerce IT & ITeS
Banking and
118 | 117 47 | 51 32 | 44 1 financial services
780 | 996 2,417 | 1,712 401 | 17,991 USD 40,000 mn
HDFC Bank Ltd-HDFC Ltd
Retail and
consumer Education
Media and
entertainment 2 IT & ITeS
USD 17,690 mn
Larsen & Toubro Infotech
25 | 26 16 | 16 12 | 15 Ltd-Mindtree Ltd
633 | 981 1,909 | 253 582 | 293

Transport and
3 Logistics
Pharma, USD 2,400 mn
Professional /
healthcare Manufacturing ArcelorMittal Nippon
Business services
and biotech Steel Ltd-Essar Group-
Ports, power and
38 | 13 23 | 11 5|9 transmission assets
1,419 | 820 2,967 | 992 30 | 56

Energy and
4 natural resources
Banking and USD 1,316 mn
Transport and Energy and
financial JSW Energy Ltd-JSW Neo
logistics natural resources Energy-Mytrah Energy
services
(India) Pvt. Ltd- 1.75 GW of
Renewable Portfolio
4|9 12 | 9 23 | 8
Energy and
1,150 | 2,794 1,023 | 3,285 7,190 | 40,040
5 natural resources
USD 987 mn
Worldone Pvt. Ltd-Jindal Power Ltd
2021 | 2022 2021 | 2022

Volumes Values
USD mn
2023 - make or break year

for IBC
We were hoping that 2022 would be a process lower than the liquidation (NARCL), the colloquial “bad bank” set
game-changer for IBC. value of assets. Towards the end of the up in September 2021. However, NARCL
year 2022, bids for some of the largest had significant teething issues and
However, as of September 2022, of distressed financial sector assets saw a bottlenecks that set it back by more than
the 5,893 cases admitted to the CIRP similar trend! six months.
process, there was closure in 3,946
cases (2/3 of the cases). Unfortunately, The year 2022 was expected to see a Thus far, NARCL has given binding bids
liquidation continues to be the biggest fair amount of action in the distressed for 12 accounts aggregating to a debt of
mode of closure accounting for 46% of financial services space with SREI Infra, INR 67,000 crore. Further, due diligence
cases closed. SREI Equipment Finance, and Reliance is being done in 22 other accounts. In a
Capital Ltd. admitted for resolution first of its kind deal, NARCL made a full-
IBBI has so far made 84 amendments under the IBC in 2021. But the year cash offer (departing from its standard
to its 18 regulations under the Code, has gone by and the action has been practice of offering security receipts
of which around 22 amendments deferred to 2023. As for the SREI assets, [SRs] as part of its transactions) to
were made in the past year alone. three bidders, NARCL, Varde-Arena, and take over Consolidated Construction
These included two key amendments Authum Investments, await their fate, Consortium (CCC) in December 2022.
in September 2022 – one that allows while in the case of Reliance Capital, the
resolution professionals to sell assets warring bidders Hinduja and Torrent may Outside of IBC, public sector banks are
on a piecemeal basis (a great boost well enter the year 2023 in litigation. active in restructuring business assets.
particularly for the real estate sector, Point in case, Suzlon had two rounds
allowing for project-specific resolutions The time taken to resolve cases under IBC of restructuring in the recent past, the
as different projects have differing has increased significantly. In 2017-18, second of which was a refinancing of
economics and different classes of the average time for resolution was 230 loans of SBI-led consortium by REC and
resolution applicants) and the other days, which increased to over 650 days IREDA.
more importantly providing for a for the period April to September 2022.
performance-based pay structure for Moreover, 64% of insolvency cases are The outlook for 2023 is that it will be a
Resolution Professionals (incentives ongoing for over 270 days. Such delays make-or-break year for IBC. Should the
aligned to timely resolution and value and consequent erosion of value might trends in time delay and value erosion
maximisation). IBBI has recently allowed be attributed to (1) adversarial relations not be reversed, 2023 may well be the
a juristic person like an Insolvency between stakeholders, (2) promoter swan song year.
Professional Entity (IPE) to act as an litigation and (3) sub-optimal staffing of
Insolvency Professional (IP). NCLT benches. Ashish Chhawchharia
Partner & National Head, Restructuring
In spite of these government initiatives, Distressed funds, both local and
Services
there is a growing concern that the international, many of whom Grant
Code is losing its sheen due to excessive Thornton has spoken to, agree that the
delays and loss of value in the resolution performance and the impact of IBC are
process. Out of admitted CIRPs yielding monumental vis-à-vis earlier regimes, but Ashok Rajgopal
resolution plans, the realisable value is it is not the panacea that it was intended Partner, Restructuring Services
only 30% of admitted claims, while in the to be. It is time to breathe fresh life into a Grant Thornton Bharat LLP
case of CIRPs going into liquidation, the potentially moribund legislation.
liquidation value is only 7% of admitted
claims. The quarter of January-March We were also looking forward to some
2022 for, the first time witnessed the early impact of the National Asset
amount to be realised from the resolution Reconstruction Company Limited
Domestic resilience fueled
outbound deal activity
Outbound M&A deal trend

In 2022 we saw record deal values till The outbound activity saw a significant targeting companies overseas to pursue
date amounting to USD 17.9 billion drop in values in the year 2019 but their global ambitions on the back of
across 61 deals driven by the Adani- has been growing ever since driven by resilient domestic economy.
Ambuja deal worth USD 10.5 billion. This billion-dollar deals. Indian giants started
deal alone accounted for 59% of total
deal values for the year.
USD 0.7 bn USD 4.2 bn USD 0.4 bn USD 1.5 bn USD 3.5 bn USD 10.5 bn
Fortis UPL Ltd- Arysta OyoRooms - Haldia Adani Green Energy- SB Adani-Ambuja
Healthcare- RHT Lifescience @Leisure Group Petrochemicals- Energy India USD 3.3 bn
Health Trust- USD 2.6 bn Lummus Technology USD 1.5 bn Wipro-Capco Biocon-Viatris
Top deals
Indian asset Hindalco Industries USD 0.5 bn Bharti USD 1.6 bn
portfolio Ltd- Novelis Inc- Aleris Enterprises-Oneweb Axis-Citicorp Finance
Corporation USD 0.5 bn Byju’s-Epic! USD 0.5 bn
USD 1.8 bn Creations Wipro-Rizing
HCL-IBM intermediate holdings
No. of deals
>=USD 100 mn 6 11 5 4 11 9
92
17.9
82
77 77
63 61
11.9
8.0
2.2 2.9
2.0
2017 2018 2019 2020 2021 2022

Outbound interest
North America Asia
2020 2021 2022 2020 2021 2022
32 28 30 12 8 11
2,375 2,009 6,163 101 3,601 183
Europe South America

2020 2021 2022 2020 2021 2022
24 22 19 1 1 1
Year
259 2,364 11,592 Volumes Values USD mn 22 9 5

Pharma,
accounted
IT & ITeS healthcare
and biotech
Manufacturing for 91% of
30 | 22 5|8 3|5
outbound
deal values
2,606 | 1,408 50 | 3,595 42 | 10,667
Retail and Banking and Media and

Manufacturing
consumer financial services entertainment 1 USD 10,500 mn
Adani Group-Ambuja
2|5 1|4 5|4 Cement Ltd and ACC Ltd.
Pharma,
2
10 | 25 5 | 1,665 112 | 85
healthcare and
biotech
Energy and Hospitality USD 3,340 mn
and leisure Automotive
natural resources Biocon Ltd-Viatris Inc.
1|3 2|3 3|2
3,500 | 163 114 | 109 30 | 84

3 Banking and
financial services
USD 1,643 mn
Axis Bank Ltd-Citicorp
Finance (India) Ltd.
Professional / Indian consumer
E-commerce Education Business services businesses
-|2 6|2 2|1

4 IT & ITeS
USD 540 mn
-|4 1,021 | 104 8 | 37 Wipro Ltd-Rizing
Intermediate Holdings, Inc
5 IT & ITeS
USD 350 mn
Tech Mahindra Ltd-Com Tec Co IT Ltd
2021 | 2022 2021 | 2022

Volumes Values
USD mn
Global uncertainty dampened
inbound deal activity
Inbound M&A deal trend

The year 2022 recorded 61 deals are entering a long and unpredicted Energy and natural resources saw big-
at USD 2.8 billion, a 58% decline in recession amidst global tensions ticket inbound transactions accounting
deal values when compared to last necessitating businesses to cut costs for 27% of the values, while start-up and
year with a marginal increase in deal which has resulted in a decline in IT continued to lead in volumes.
volumes. Global developed economies inbound transactions.
USD 0.7 bn USD 16 bn USD 2 bn USD 5.7 bn USD 2.5 bn USD 700 mn
Tencent- Flipkart Walmart - Flipkart RA Hospitality Facebook Inc- Jio Total SE- Adani Green Google international
USD 0.6 bn USD 2.1 bn Holdings- Cayman – Platforms Energy – Bharti Airtel
ATC- Idea Schneider Electric- OyoRooms USD 4.4 bn USD 2 bn
Cellular Larsen & Toubro Ltd USD 0.9 bn Google- Jio Platforms Sumitomo Mitsui -
USD 0.6 mn USD 1 bn Total SE- Adani Gas USD 1.4 bn Fullerton India Credit
Top deals ATC- Vodafone Teleperformance- USD 0.9 bn Groupe Aeroports de Company
India Ltd Intelenet Global Nippon Life Paris -GMR Airport
Services Insurance Co. Ltd USD 1.2 bn
and others- Reliance Walmart-Flipkart
Nippon Life Asset USD 1 bn
Management BP- Reliance BP
Mobility
No. of deals
>=USD 100 mn 20 24 21 17 9 5
25.7
95
100
86 18.0
61
67 56
7.9
6.0 6.6
2.8
2017 2018 2019 2020 2021 2022
Inbound interest
North America Asia
2020 2021 2022 2020 2021 2022
16 27 23 23 16 22
12,716 451 928 1,645 2,768 925
Europe Australia/Oceania
2020 2021 2022 2020 2021 2022
26 12 15 2 1 1
Year
3,673 3,355 895 Volumes Values USD mn 6 50 5

accounted
Start-up IT & ITeS Manufacturing for 81% of
inbound deal
values
8 | 15 16 | 14 3|6
84 | 64 819 | 66 91 | 156
Telecom
E-commerce
Pharma, healthcare
and biotech
Professional /
Business services 1 USD 700 mn
Google International LLC-
Bharti Airtel Ltd
4|5 5|3 -|3
Automotive
160 | 41 175 | 15 - | 24
2 USD 631 mn
Compagnie Plastic
Omnium SE-Varroc
Retail and Banking and Energy and Engineering Pvt. Ltd- four-
consumer financial services wheeler lighting system
natural resources
operations in the Americas
and Europe
3|3 3|2 5|2
40 | 80 2,166 | 172 2,943 | 743 3 Energy and

natural resources
USD 408 mn
Resurgent Power Ventures
Media and Pte Ltd-South East U.P. Power
entertainment Automotive Transmission Company Ltd
5|2 -|1
4 Energy and
natural resources
42 | 10 - | 631
USD 335 mn
Sembcorp Industries Ltd.- Vector
Green Energy Pvt. Ltd.
5 Banking and
financial services
USD 167 mn
Generali Participations Netherlands N. V.- Future
Generali India Life Insurance Company Ltd. and
Future Generali India Insurance Company Ltd.
2021 | 2022 2021 | 2022

Volumes Values
USD mn
Geographic spread of deals
crossing borders
Globally, recovery post pandemic has been
remarkably uneven. This can be seen with
transactions from the Asian subcontinent
rebounding substantially faster than other regions.
France
The value of cross-border transactions in 2022 Outbound Inbound
Canada
crossed USD 20.7 billion across 122 deals, 1 2
Outbound Inbound
compared to USD 14.6 billion across 119 deals.
1 2 122 636
The USA accounted for 29% of total deal volumes
and 26% of the total values. 3 10
The cross-border transactions have recovered in

value since last year and slowly expect to enter
the pre-pandemic levels driven by outbound deal
activity. However, given that a large share of
cross-border transactions is from the USA, the UK,
Singapore, and Europe, the impact of the recession
on the future deal activity will need to be looked
out for.
USA
Outbound Inbound
29 22
6,160 923
Belgium
Outbound Inbound
1 1
11 5
Finland
Outbound Inbound
1 -
107 -
Germany
Outbound Inbound
UK 3 1
Outbound Inbound
109 5
4 3
227 55
Amsterdam
Switzerland
Outbound Inbound
Outbound Inbound
6 1 - 4
- 179 Denmark
10,655 5 Outbound Inbound
1 1
5 5
Cyprus
Outbound Inbound
1 -
350 -
Japan
Outbound Inbound
1 4
5 82
Singapore
Outbound Inbound
4 15
146 828
Israel
Outbound Inbound
2 1
16 5 South Korea
Outbound Inbound
Croatia 1 1
Outbound Inbound
5 5
1 -
6 -
Corridors
India-USA
Inbound Outbound
Volumes Values USD mn Volumes Values USD mn
2018 42 18,658 2018 42 10,167
2019 31 1,461 2019 31 688
2020 16 12,716 2020 30 2,366
2021 26 446 2021 27 2,004
2022 22 923 2022 29 6,160
Top sector by volumes - 2022
16%
33%
19% 50%
Start up
7%
IT & ITeS IT & ITeS
Pharma, healthcare Media &
India-US Inbound & biotech India-US Outbound entertainment
10% Manufacturing Manufacturing
8%
Telecom Others
10% Others
24% 15%
Top 5 deals Grant Thornton insights

Outbound After a mega-year of deal-making witnessed in 2021, the global
Pharma, healthcare and biotech M&A market witnessed marginal decline in the deal activity
USD 3.3 bn during 2022. While geopolitical issues, the energy crisis, and
a global slowdown inflicted damage on deal activity, untamed
Biocon Ltd- Viatris Inc.
inflation and a monetary policy reversal evident by heavily-
risen yields have put a major dent in investor sentiments
Outbound globally.
Banking and financial services
The absence of any mega inbound deal was conspicuous, with
USD 1.6 bn the largest one being Google’s investment of USD 700 million
Axis Bank Ltd-Citicorp Finance (India) for a 1.3% stake in telecom major Airtel. Outbound deals were
Limited - Indian consumer businesses led by Biocon Ltd’s acquisition of Viatris Inc for USD 3.3 billion
followed by Axis Bank’s acquisition of Citibank’s consumer
Inbound business in India for USD 1.6 billion – the only two billion-dollar-
Telecom plus deal in the corridor, followed by Wipro’s USD 540 million
acquisition of SAP consulting firm Rizing Intermediate
USD 700 mn Holdings, Inc.
Google International LLC-
Bharti Airtel Ltd However, amidst all the chaos in the past year, the Indian
economy and capital markets came out strong, outperforming
Outbound all peers. India-US investments touched USD 7.1 billion and
recorded a y-o-y growth of 189%. Strong outbound investments
IT & ITeS
show the hunger for the expansion of Indian businesses.
USD 540 mn Further, a massive growth of over 100% in inbound investments
Wipro Ltd-Rizing in these times of extreme uncertainty demonstrates the
Intermediate Holdings, Inc confidence American businesses have in the India growth
story, now more than ever. Robust investment flow and trade
Outbound engagement between the two economies, along with growth
IT & ITeS drivers such as the China-Plus-One strategy and prospects of
an increasingly strong technology corridor promise a synergy
USD 100 mn between the two nations which may help define one of the most
Netcore Cloud-
important decades for the India-US corridor.
Unbxd Inc
Siddhartha Nigam
National Managing Partner, Growth
India-UK
Inbound Outbound
2018 2 10 2018 4 177
2019 3 2,010 2019 9 337
2020 7 1,187 2020 7 85
2021 1 5 2021 9 2,063
2022 3 55 2022 4 227
25% 25%
34%
33%
Aviation Retail and consumer
India-UK Inbound IT & ITeS India-UK Outbound Manufacturing
Manufacturing Banking and
financial services
Energy and natural
resources
25% 25% 25%
33%

Outbound In the immediate term, the British Chambers of
Energy and natural resources Commerce (BCC) is now forecasting a five-quarter recession
for the UK economy which began in Q3 of 2022. And with
USD 136 mn inflation expected to be at 11% in Q4 2022 slowing to 5%
Reliance New Energy Solar Ltd- by Q4 2023, the near-term economic scenario remains grim.
Faradion Ltd.
Business investments and household consumption are expected
to fall further during 2023 as interest rates continue their
Outbound march upward to tame inflation. While recovery is expected in
Manufacturing 2024, it will not be strong enough to compensate for the current
decline. It is this weakness in economy and confidence that
USD 81 mn has somewhat reflected in the deal activity in the UK corridor
Safex Chemicals India Ltd- Briar during the year 2022. Both in size and the number of deals,
Chemicals Ltd.
the year 2022 has been one of the lowest in recent times and
for the first time in the last four years, there has been no large
Inbound marquee transaction bigger than USD 200 million.
Aviation Let us hope the business confidence increases as a more
predictable political situation in the UK and economic stability
USD 37 mn return in 2023.
SRAM & MRAM Technologies
and Resources Ltd- Bumble Bee
Flights (India) Pvt. Ltd Ashish Chhawchharia
Partner & National Head, Restructuring Services
Inbound
Manufacturing
USD 13 mn
Volex Plc - InYantra
Technologies Pvt. Ltd
Inbound
IT & ITeS
USD 5 mn
Real- Syntellect India
Pvt. Ltd.
India-Europe
Inbound Outbound
2018 16 3,612 2018 21 634
2019 19 1,395 2019 20 775
2020 17 2,301 2020 16 138
2021 11 3,350 2021 13 3,766
2022 12 841 2022 15 11.365
24%
20%
27%
17%
IT & ITeS
Start up Pharma, healthcare
India-Europe Inbound Retail and consumer India-Europe Outbound & biotech
Manufacturing Hospitality and leisure
13%
Others Manufacturing
17% 42% Others
13% 27%
India-Germany
Inbound Outbound
2018 5 89 2018 7 158
2019 1 5 2019 6 87
2020 3 230 2020 3 11
2021 - - 2021 3 59
2022 1 5 2022 3 109

Outbound With India’s bilateral trade with the EU increasing by
Manufacturing approximately 43% in 2021-22, reaching USD116.36 billion,
there is marked optimism suggesting growth in deals and
USD 10.5 bn collaboration with the EU, and India-Germany corridor in
Adani Group- Holcim Ltd (Ambuja the near future. This will be largely driven by the automotive,
Cement Ltd and ACC Ltd) energy and natural resources, and manufacturing sectors.
Additionally, enhanced focus on promoting a circular economy
and sustainable supply chains by the Indian government (by
Inbound means of policies such as Energy Conservation Bill, 2022),
Automotive will act as a catalyst in fueling economic opportunities which
USD 631 mn are aligned to the long-term growth objectives of both the
economies.
Compagnie Plastic Omnium SE-
Varroc Engineering - four-wheeler
lighting system Saket Mehra
Partner and National Sector Leader,
Outbound Automotive and Manufacturing
IT & ITeS
USD 350 mn
Tech Mahindra Ltd-
Com Tec Co IT Ltd
Inbound
USD 167 mn
Generali Participations
Netherlands N. V.- Future
Generali India Life Insurance
Company and Future
GeneraliIndia Insurance
Company
Inbound
Pharma, healthcare and biotech
USD 122 mn
Gland Pharma Ltd-
Cenexi Group- CDMO
India-Japan
Inbound Outbound
2018 6 221 2018 2 159
2019 12 1,427 2019 2 38
2020 9 351 2020 - -
2021 6 2,156 2021 - -
2022 4 82 2022 1 5
25% 25% 100%
Pharma, healthcare
and biotech
India-Japan Inbound Professional / Business India-Japan Outbound Retail and

services
consumer
Retail and consumer
Start-up
25% 25%
25%
Top deals Grant Thornton insights

Inbound Japan is the fifth largest investor in India with over 1,455
Retail and consumer Japanese companies operating in India. Japanese investments
in India are primarily joint ventures. Four inbound and one
USD 70 mn outbound transaction were reported in the India – Japan
Kirin Holdings-B9 Beverages corridor in 2022 as compared to 14 transactions (highest in
Pvt. Ltd-Bira 91
the last six years) in 2019 and 6 transactions in 2021 (lowest).
The year 2021 with the USD 2 billion transaction of Sumitomo
Inbound Mitsui Financial Group, Inc acquiring Fullerton India Credit
Start-up Company Ltd. was the single largest transaction in the last six
years. The year 2022 reported the lowest aggregate value of
USD 2 mn transactions (USD 87 million) in the last six years.
Akatsuki Inc-Playverse Ventures
Pvt. Ltd. India – Japan 14th annual summit concluded between the
two countries in March 2022, paving the way for a promising
investment roadmap from Japan to India with an investment
Inbound target of USD 42 billion over the next five years. In this context,
Pharma, healthcare and biotech we expect a significant lineup of transactions in the coming
Undisclosed years across sectors.
Human Life Management Inc
-Aegis Care Advisors Pvt. Ltd- Pankaj Chopda
Care24 Partner, Growth
Inbound
Professional/business services
Undisclosed
Persol Holdings Co. Ltd.-Eloquent
Info Solutions Pvt Ltd- WorkIndia
Outbound
Retail and consumer
Undisclosed
Lenskart Solutions Pvt. Ltd-
OWNDAYS co. Ltd
Private
02 equity
dealscape
• Sector focus
• PE investment deal board 2022
• Grant Thornton insights
• PE investments - cities in focus
• PE exit trend
Private equity dealscape
Tech-savvy sectors continue to lead

despite decline in deal activity
2022 witnessed start-up attention On the values front, start-ups, year driven by investment in the
beginning to wear off as macroeconomic e-commerce, and banking and financial agricultural services segment. The
factors slowed consumer spending. services dominated and accounted for sector saw three transactions above
Despite being the leading sector both 48% of total values amounting to USD USD 100 million.
in terms of volumes and values, the 17.1 billion. • Automotive sector saw significant
start-up sector witnessed a downtrend growth in volumes from six deals in
in 2022 compared to 2021 owing to the IIn 2022, a heightened deal of activity
2021 to 24 deals in 2022 worth USD
absence of big-ticket transactions due to in agriculture and forestry, automotive,
427 million.
the conservative approach opted by the and professional/ business services was
witnessed. • Professional/Business services saw a
investors amidst the global uncertainty.
56% increase in volumes and a 23%
• Agriculture volumes more than
The e-commerce and IT sector followed increase in values.
doubled with nearly a three-fold
in terms of volumes and these three increase in values over the last
sectors accounted for 80% of total deals
this year.
613 1,079 991

7 11 10 85 174 164
4,709 11,165 7,380
3,507 471 368 Start-up 3,041 15,049 6,565
Real estate E-commerce

37 63 69
1 10 12
1,183 5,823 1,922
3 36 126
IT & ITeS
Aerospace and defense
30 39 41
10 15 13
2,352 2,053 1,710
2,541 421 641
Pharma, healthcare
Manufacturing and biotech
15 16 13 33 54 41
1,540 1,071 2,265 6,526 1,363 1,501
Energy and natural resources Retail and consumer
9 9 14 25 48 40
24 65 80 1,234 3,481 2,500
Professional / Business services Education
9 18 15 26 30 31
48 211 165 1,382 1,829 3,196
Hospitality and leisure Banking and financial services
Top sectors based on 6 7 15 6 6 24

deal volumes
45 239 897 554 62 427
2020 2021 2022
Volumes
Agriculture and forestry Automotive
2020 2021 2022

Values USD mn
PE investment deal board - 2022
The top 10 deals in 2022 accounted for 29% investment values. The year recorded four deals in the billion-dollar category and
66 deals valued between USD 100 million and USD 999 million together accounting for 63% of total PE deal values.
Investor Investee Sector % Stake Investment

Value in USD mn
Bodhi Tree Systems Viacom18 Media Pvt. Ltd Media and N.A. 1,776
entertainment
Shell Overseas Investment B.V. Sprng Energy Pvt. Ltd.-Solenergi Energy and 100% 1,550
Power Pvt. Ltd. natural resources
IndInfravit Trust Brookfield Asset Management-five Infrastructure 100% 1,200

operational road projects Management
Carlyle Group Inc and Advent International Yes Bank Ltd Banking and 20% 1,100
financial services
CPPIB, Ontario Teachers Pension Plan Board, Ver Se Innovation Pvt. Ltd Media and N.A. 805
Luxor Capital, Sumeru Ventures, Sofina Group, entertainment
Baillie Gifford, and others
Sumeru Ventures, Vitruvian Partners, BlackRock Think & Learn Pvt. Ltd-Byju's Education N.A. 800
and angel investor
Baring PE Asia IGT Solutions Pvt. Ltd IT & ITeS 85% 800
Actis LLP Welspun Enterprises Ltd.-six Infrastructure 100% 775

operating highway toll road management
projects
Invesco, Baron Capital Group, Sumeru Venture, Bundl Technologies Pvt. Ltd- E-commerce N.A. 700
IIFL AMC Late Stake Tech Fund, Kotak, Axis Swiggy.com
Growth, Sixteenth Street Capital, Ghisallo, Smile
Group, Segantii Capital, Prosus Ventures, Alpha
Wave Global, Qatar Investment Authority and
ARK Impact
Bodhi Tree Systems Allen Career Institute Education N.A. 600
PE/VCs investments - Trend in ticket sizes

Average ticket size Deals >USD 500 mn ticket size
42 24
38
30
26 23 14
12
10
6
2018 2019 2020 2021 2022 2018 2019 2020 2021 2022
Deals between USD 100 mn - USD 499 mn ticket size Deals <USD 100 mn ticket size
1,173 1,206
96
54 57 628
48 527 564
41
2018 2019 2020 2021 2022 2018 2019 2020 2021 2022

The private equity space in India saw a decline in 2022, with
PE deal volumes declining by 6% and deal values declining
by 26%. The decline should not be attributed to declining
interest in India’s private investment space but to the global
macroeconomic conditions and record-breaking performance
of the industry in the year prior contributing to a high base
effect.
The start-up space attracted the most investment USD 7.4 bn

across 991 deals) with a slight decline of 8% in volumes as
compared to the 34% decline in investments indicating lower
ticket size investments, followed by e-commerce, which pulled
in USD 6.6 bn and declined by 56% in Investments. The IT & ITeS
sector saw an investment decrease of 67%. This fundamentally
strong sector with a bleak near-term outlook was affected
globally due to the tech bubble burst. Sectors that saw strong
investment growth in 2022 were banking and financial services
(with 75% growth), infrastructure management (with 410%
growth) and energy and natural resources (with 111% growth).
The Indian economy remains at a favourable place with a

robust credit cycle, improving capex cycle, rising incomes
leading to higher consumption and supportive government
policies. Indian economy’s tremendous performance in 2022
and the positive outlook for growth in the coming decade
make India one of the best investment destinations for both
foreign and domestic investors across multiple sectors. Further,
expectations of peaking interest rates and an uptick in IPOs
and other Investment exits improve the prospects.
Dinesh Anand
Partner and National Sector Leader,
PE and VC
Pune and tier II cities are buzzing
with funding activity
Cities in focus
Bengaluru which is the “Silicon Valley of Pune, the only non-capital tier I city in Surat, Jaipur, and Coimbatore also
India” tops the charts in terms of volumes India, witnessed a higher deal value than showed increased funding activity and
as it is home to a majority of companies. most tier I cities and came third in terms the emergence of new start-ups.
Mumbai topped the charts in terms of of deal value. Tier II cities such as Indore,
values and accounted for 27% of total
values.
Gurgaon
Values: 3,308 | Volumes: 219
Delhi Top sector: Start-up
Values: 3,165 | Volumes: 173 Values: 1,096 | Volumes: 160
Top sector: Start-up Leading: E-commerce
Values: 605 | Volumes: 116 Values: 828 | Volumes: 27 Chandigarh
Leading: E-commerce Values: 68 | Volumes: 7
Values: 698 | Volumes: 21 Top sector: Start-up
Noida
Values: 34 | Volumes: 4
Jaipur Top sector: Start-up
Values: 768 | Volumes: 19 Values: 119 | Volumes: 21
Top sector: Start-up Leading: E-commerce
Values: 232 | Volumes: 11 Values: 387 | Volumes: 7
Leading: E-commerce
Ahmedabad
Top sector: Start-up
Kolkata
Surat Values: 59 | Volumes: 11
Values: 35 | Volumes: 11 Top sector: Start-up
Top sector: Start-up Values: 20 | Volumes: 7
Leading: Manufacturing
Values: 18 | Volumes: 2 Hyderabad
Mumbai Values: 107 | Volumes: 41
Values: 9,470 | Volumes: 285 Goa Leading: E-commerce
Top sector: Start-up Values: 130 | Volumes: 6 Values: 63 | Volumes: 5
Values: 1,422 | Volumes: 161 Top sector: Start-up
Leading: E-commerce Values: 44 | Volumes: 4
Values: 633 | Volumes: 33 Bengaluru
Pune Values: 2,701 | Volumes: 309
Values: 3,468 | Volumes: 62 Leading: E-commerce
Top sector: Start-up Values: 2,792 | Volumes: 51
Leading: E-commerce
Values: 992 | Volumes: 7 Chennai
Indore Coimbatore Values: 446 | Volumes: 42
Values: 50 | Volumes: 9 Values: 153 | Volumes: 6 Leading: E-commerce, Pharma,
Top sector: Start-up Top sector: Start-up healthcare and biotech
Values: 7 | Volumes: 6 Values: 3 | Volumes: 5 Values: 277 | Volumes: 10
Top sector and leading sector based on deal volumes.

Values in USD mn
PE exits stalled by a cooling

IPO market
PE exit activity in 2022 slowed down can also be attributed to the slowing The decline in exits was across all deal
significantly due to a bearish sentiment pace of funding activity witnessed in segments, with strategic exits recording
in private and public markets. The decline H2 2022. the sharpest fall, followed by secondary
and IPO exits.
PE exit trend PE exit route
2022
2021
2020
Secondary Open market IPO Buyback M&A
Sale transaction
Full Exit Part Exit 2020 2021 2022
Sector exit
Sector exit by volumes Sector exit by values

1%
10% 8%
3%
5% 10%
30%
32%
6%
11%
8%
9% 14% 18% 22%

13%
E-commerce Pharma, healthcare and biotech Pharma, healthcare and biotech IT & ITeS
Banking and financial services IT & ITeS E-commerce Real estate Automotive
Retail and consumer Start-up Real estate Banking and financial services Others
Education Others
Notable PE exits
Investor exited Investee company Part/Full exit Sector
KKR Max Healthcare Institute Ltd. Full exit Pharma, healthcare and biotech
AION Capital Partners IGT Solutions Pvt. Ltd Full exit IT & ITeS
Blackstone Group Lp Sona BLW Precision Forgings Ltd Part exit Automotive
Bain Capital Axis Bank Ltd Part exit Banking and financial services
Carlyle Group, Brighton Park Capital Indegene Part exit Pharma, healthcare and biotech
and the Nadathur Family Office
Baring Private Equity (PE) Asia Coforge Ltd Part exit IT & ITeS
Blackstone Group Lp Embassy Office Parks real estate investment trust Part exit Real estate
Blackstone Group Lp Mindspace Business Parks REIT Full exit Real estate
Softbank One97 Communications Ltd-Paytm Part exit E-commerce
Alipay Singapore Pte Ltd-Alibaba Zomato Ltd Part exit E-commerce
SoftBank PB Fintech Pvt. Ltd-Policybazaar Part exit E-commerce
Update on the fund industry

in India
The AIF industry has grown many times In addition to the AIFs registered with of the FM Regulations and promotes
over the last few years. Nurtured by SEBI, an ecosystem of funds in India’s the Government of India’s initiative of
SEBI in 2012, AIFs have now become maiden IFSC at Gujarat International ‘Onshoring the Offshore’.
the key to providing long-term, high-risk Finance Tech-City is taking shape after
capital to several ventures ranging from the IFSCA introduced the IFSCA (Fund With regard to funds and FME setup
pre-revenue stage companies to early Management) Regulations, 2022 (FM in IFSC, a host of benefits have been
and later stage companies to growth Regulations). Under the FM Regulations, extended by the tax and regulatory
companies that wish to scale their in addition to AIFs, Fund Management authorities such as the non-applicability
operations. Entity (FME) is allowed to cater to other of investment diversification norms,
pooling and fund management activities permitting to undertake leverage,
The total number of AIFs has increased (i.e. managing mutual funds, ETFs, REITs, permitting co-investments through SPV
fivefold over the last six years (i.e. from InvIT, portfolio managers, family offices, or segregated portfolios by issuing
nearly 280 AIFs in December 2016 to special situation funds) under a single separate class of units, exemptions to
1031 AIFs in December 2022). Further, registration. FME can be registered non-resident investors from obtaining
the total capital commitments received under three categories depending on the PAN and filing tax returns, and exemption
by AIFs from investors have increased activity proposed to be undertaken. The on gains arising on transfer of prescribed
from INR 65 thousand crore as on number of registered fund managers in securities by the specified fund.
September 2016 to INR 6.94 lakh crore IFSC has increased after the notification
as on June 2022.
Recent updates / amendments impacting the fund industry

1 The requirement of having an India 4 All AIFs are now required to ensure by UNSC and is not a resident in
connection for overseas entities where that the manager of the AIF the country identified in the public
AIF proposes to make outbound designates an employee or director as statement of FATF
investment has been done away with a compliance officer responsible for 7 IFSCA had set up a committee to
2 Guidelines have been issued by monitoring compliance with the SEBI draft a legal framework for allowing
SEBI with regards to the timeline for provisions the VCC structure to operate in
declaration of the first close, manner 5 Schemes of AIFs which have adopted IFSCs in India basis their analysis
of calculation of tenure, and process priority in distribution among of the prevailing VCC structures in
for change of sponsor/manager investors should not accept any fresh different international jurisdictions.
or change in control of sponsor/ commitment or make an investment in The committee has proposed a legal
manager a new investee company till a view is framework for the VCC regime in
3 SEBI vide its order in relation to the taken by SEBI IFSC
extension of tenure of VCF beyond 6 SEBI has issued a circular laying 8 The RBI has revamped the framework
the term mentioned in the Private down checks to be undertaken while (regulations, rules, and directions)
Placement Memorandum (PPM) onboarding foreign investors in an for overseas investments made by
stated that once the period of AIF which inter-alia includes such a person resident in India including
maturity has been fixed in the PPM, foreign investor (a) to be a resident overseas investments in funds and
it is not open for the trustee or the of the country whose securities FME set-up in IFSC. As per the novel
investment manager to extend the market regulator is a signatory to the framework, a person resident in
same even with the consent of the IOSCO’s Multilateral MOU (Appendix India may make a contribution to
investors. This may have a potential A Signatory) or a signatory to the an investment fund or vehicle set
impact on the AIFs seeking extension bilateral MOU with SEBI and (b) up in an IFSC as Overseas Portfolio
beyond the permissible tenure owing investor or its underlying investors Investment (OPI). The revamped
to their inability to liquidate the contributing 25% or more in the overseas investment framework has
investments corpus of investor is not the person opened several avenues for outbound
mentioned in Sanctions List notified investments
The aforesaid amendments are an safeguard investor interest. The proposed made to FME claiming tax benefits, and
indication of GoI’s twin intention of VCC regime coupled with the extant FME clarification under the Act in line with the
promoting the growth of the fund Regulations in IFSCs would make India deemed categorisation of funds under
industry while maintaining appropriate one of the preferred jurisdictions for fund FME regulations, which shall go a long
regulatory oversight. Some of the management activities. way to add to the growth story of the
amendments are a resolution of the fund industry in India.
long-standing asks from the industry. The industry is looking toward the
These amendments will act as a forthcoming Union Budget for the
Amit Kedia
catalyst for investment activities with fulfilment of certain unfinished asks
Chartered Accountant, Mumbai
more capital flowing to various sectors. such as clarity to put to rest litigations on
Some amendments have added to the GST on carried interest, the distinct tax
compliance and disclosures by the funds regime for category III AIFs, exemption
with the intention to grant benefits and from withholding tax on payments
IPO and
03
QIP trends
2022 saw the second-highest
number of IPO listings in the last
11 years, after the 2021 high
IPO snapshot
The year witnessed 40 IPO listings by geopolitical tensions and discounted active this year than the new-age
raising USD 8.3 billion which is a listing prices. Investors remained sectors. Start-ups, IT, and e-commerce
38% decrease in volumes and a 53% jittery throughout 2022 on account of sectors opted to raise private equity and
decrease in values. The drop would have recessionary fears and rising interest turn profitable before going public. 2022
been difficult to predict at the start of rates, especially in the first half of the saw the biggest IPO in terms of the issue
the year given 2021 was a good year year. size - the LIC IPO which accounted for
for IPOs. However, IPO activity slowed 33% of total values.
down amidst market volatility triggered Traditional sectors like manufacturing,
real estate, and banking were more
SBI Life POWERGRID Infrastructure

Insurance HDFC Standard Life Investment Trust InvITFPO
Company Ltd Insurance Company Ltd Zomato Limited USD 1.1 bn
USD 1.3 bn USD 1.3 bn USD 1.3 bn
The New India Assurance One 97

Company Ltd. Communications
USD 1.5 bn Ltd.- Paytm
General SBI Cards and Life
USD 2.4 bn Insurance
Insurance Payment Services Ltd
Corporation of 17.7 Corporation
USD 1.4 bn
India of India
USD 1.7 bn 65 USD 2.8 bn
Yes Bank Ltd FPO
10.7 USD 2 bn 40
37 25 8.3
6.5
4.9 17
18
2.5
2017 2018 2019 2020 2021 2022

IPO sector focus

By volumes By values
2022 2022
9%
25% 6%
2021 2021
25% 12%
25% 9% 4%
32%
44% 14%
8% 41%
8% 11%
9% 7%
8% 6% 17% 31%
8%
24%
17%
Manufacturing Retail and consumer Banking & financial services Retail and consumer
Banking & financial services IT and ITeS Manufacturing E-commerce
E-commerce Others Pharma, healthcare and biotech Others
IPO and QIP trends
2022 saw 14 QIP issues, raising

USD 1.5 billion
QIP snapshot
Qualified Institutional Placements (QIP) year. 2022 will be the second year since adopt a wait and watch attitude.
lost lustre as volatility kept sentiments 2012 when Indian companies refrained
weak. Equity fund-raising through QIP from raising funds through the QIP route, Banking and financial services and
route dropped to USD 1.5 billion in 2022, which has been a popular route. Volatility manufacturing led the volumes in the QIP
a 76% decline in values compared to last and global headwinds saw companies segment.
Bharti Airtel Ltd

YES Bank Ltd USD 2 bn
Piramal Enterprises Ltd.
USD 0.7 bn
USD 0.8 bn
ICICI Bank Ltd.
USD 2 bn
Panjab National Axis Bank Ltd.
Bank USD 1.3 bn
Kotak USD 0.8 bn Kotak Mahindra
Mahindra Bank Ltd The Indian
Bank Ltd Bank of Hotels Com-
USD 1.1bn
USD 0.9 bn Bajaj Finance Ltd Baroda Ltd. pany Ltd.
USD 1.2 bn USD 0.6 bn USD 0.3 bn
10.4
39
Axis Bank Ltd. 36 Macrotech
7.1 USD 1.8 bn Developers
29 26 6.2 Ltd.
5.1 USD 0.4 bn
2.6 14
12
1.5
2017 2018 2019 2020 2021 2022

QIP sector focus

By volumes By values
2022 2022
14% 6% 1%
29%
2021 2021
17% 26%
14% 20% 37%
33% 26% 6%
6%
28%
14% 11%
8% 45%
30%
29%
Manufacturing Banking & financial services Real estate Hospitality and leisure
Pharma, healthcare and biotech Real estate Banking & financial services Manufacturing
Hospitality and leisure Others Pharma, healthcare and biotech Others
Sector
04 spotlight
• Sector trends
• Start-up
• E-commerce and retail
and consumer
• IT & ITeS
• Pharma, healthcare and
biotech
• Banking and financial
services
• Other sectors
Sector spotlight
Sector trends
2022 was dominated by big-ticket transactions from the BSFI and IT sectors. While start-ups and e-commerce dominated the
volumes with a 67% share, BSFI and IT accounted for 52% of total values. Many sectors such as manufacturing, pharma and
healthcare and infrastructure showed an increase in values, whereas sectors which boomed in the COVID-19 period like
education declined.
Sector by volumes Sector by values
Start-up E-commerce Banking and IT & ITeS

financial services
684 1,205 1,123 96 225 222 3,483 9,650 21,386
3,045 11,190 45,073
IT & ITeS Retail and Start-up

Manufacturing
consumer
97 141 149 5,807 12,029 8,441
4,744 3,520 12,456
54 84 75
Pharma, healthcare
and biotech Education E-commerce Energy and natural
resources
62 87 65 39 71 59 4,488 17,626 8,321
6,565 8,537 6,456
Banking and Media and Pharma, healthcare Media and

financial services entertainment and biotech entertainment
45 57 45 23 44 40 3,441 3,697 6,140 478 2,737 3,216
Manufacturing Automotive Infrastructure Education

management
40 44 35 29 11 32 1,325 6,416 2,862
2,793 759 2,953
Hospitality and Energy and Transport and Retail and

leisure natural resources logistics consumer
10 31 28 29 34 27 2,428 2,155 2,843 7,454 2,046 2,587
Professional / Agriculture and Automotive Agriculture and

Business services forestry forestry
951 106 1,230
20 16 27 10 8 20 698 244 922
Aerospace and Transport and Telecom Hospitality and

defense logistics leisure
20,663 1,615 779
2 11 15 15 15 14 89 445 394
Infrastructure Professional /
Real estate Real estate
management Business services
12 15 13 5,076 796 394
14 13 11 209 103 196
Telecom Aviation Aerospace and Aviation

defense
21 11 5 - 2 2 0 2,470 42
11 41 141
Top sectors based on
2020 2021 2022 2020 2021 2022

Start-up M&As active in the
ongoing funding winter
M&A deal trends
2022 witnessed increased M&A activity in decrease in the inbound M&A deals due many of the smaller start-ups to merge
start-ups. While the volumes were slightly to recessionary trends in global markets. with their larger peers as they may find it
higher, a 23% increase in values shows harder to raise equity on their favourable
the presence of big-ticket transactions As many start-ups are bracing for down terms. Owing to this, M&A activity in
in this space. There was a 28% increase rounds next year, they have revamped 2023 could see more consolidation in the
in domestic transaction value in the their cost structures by opting for short term.
backdrop of the consolidation trend and retrenchments to improve the cash
funding winter; whereas we saw a 24% runway. The funding winter could push
Top deal USD 350 mn USD 75 mn USD 200 mn

Zomato - Uber Eats Tata Digital - Curefit Jio Platform - Glance Digital
Average deal 15 7 7
size USD mn
No. of deals 4 3 3
>USD 50 mn
M&A trend 585

53 59
512
419
389
30 33
22 25 241 22
21 171 210 18
13 153
15 115 18
94 81
51
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
2020 2021 2022
Values USD mn Volumes
Top M&A deals
Data analytics, big Fintech Edtech Edtech Autotech

data and AI
USD 200 mn USD 70 mn USD 50 mn USD 38 mn USD 32 mn
Jio Platforms Ltd Pine Labs Pvt. InterviewBit Software upGrad Education Tube Investments of
-Glance Digital Ltd-BrokenTusk Services Pvt. Ltd.- Pvt Ltd.-Harappa India Ltd.-TI Clean
Experience Pvt. Ltd.- Technologies Pvt. Scaler Academy- Education Pvt. Ltd- Mobility-Infraprime
Ltd-Setu-100% AAIC Technologies 100% Logistics Technologies
Pvt. ltd-Applied Roots Pvt. Ltd-65%
-100%
Sector spotlight
PE deal trends
The Indian start-up ecosystem recorded in the backdrop of global downturn. PE/ compared to the last year. The average
991 deals worth USD 7.4 billion. While VC firms pivoted to a cautious approach investment size also dropped from over
Covid-19 opened up opportunities amid a funding crunch which has USD 10 million in 2021 to USD 7 million
for PE/VC investment in 2021, 2022 resulted in a 34% decline in deal values in 2022 owing to significant drop in the
witnessed a gradual drop in investments and an 8% decline in deal volumes when late-stage funding.
Top deal USD 700 mn USD 1,014 mn USD 200 mn

PhonePe Tata Passenger Zetwerk
Electric Mobility
Average deal
7 10 10
size USD mn
No. of deals
>USD 100 mn 8 25 7
352
328 4.9
PE trend 286
267
252
210 3.2
192 189 2.9 186
139 153 2.2
129 2.1
1.5 1.5 1.4
1.1 1.0 0.9
0.5
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
2020 2021 2022
Top PE deals
Top PE deals
Retail Autotech Travel, transport Retail Fintech
& logistics
USD 210 mn USD 200 mn USD 200 mn USD 165 mn USD 137 mn
Consortium of Tekne Private Consortium Dragoneer Investments Insight Partners,
investors-Zetwerk Pvt. Ventures, Alpine of investors Group, Kora Capital, B Capital Group,
Ltd Opportunity Fund, -KiranaKart Unilever Ventures, Tiger Dragoneer and existing
Edelweiss and others Technologies Pvt. Global and Alpha Wave investors-Credavenue
-Ola Electric Mobility Ltd.-Zepto Global-Merabo Labs Pvt. Ltd.
Pvt. Ltd. Pvt. Ltd-DealShare.in
Start-up funding
Funding rounds in last 3 years
6 | USD 115 mn 5 | USD 245 mn 5 | USD 157 mn 5 | USD 137 mn 5 | USD 121 mn
Infifresh Foods Pvt. Ltd Neblio Technologies Bunch Microtechnologies EpiFi Technologies Teachmint
Pvt. Ltd Technologies Pvt. Ltd
Captain Fresh Pvt. Ltd Pvt. Ltd
CoinDCX Classplus Fi Money Teachmint

Tech4Billion Media Euler Motors Pvt. Ltd Nutritionalab Pvt. Ltd Expertrons Pvt. Ltd Copiosus Tech Pvt. Ltd
Pvt. Ltd Euler Motors Wellbeing Expertrons SaveIN
Chingari Nutrition
5 | USD 14 mn 5 | USD 11 mn 5 | USD 10 mn 5 | USD 10 mn

Aesthetic Nutrition Gamerji e-Sports Smoot Tag Qans Consumer
Pvt. Ltd Pvt. Ltd Technologies Pvt. Ltd Products Pvt. Ltd
Power Gummies Gamerji KIKO TV Tagz Foods
Start-ups that raised over USD 300 mn in last 3 years
1 | USD 1,014 mn 1 | USD 700 mn 4 | USD 628 mn 4 | USD 627 mn 4 | USD 501 mn
Tata Passenger PhonePe Internet Resilient Innovations Dreamplug Zetwerk Pvt. Ltd
Electric Mobility Ltd Pvt. Ltd Pvt. Ltd Technologies Pvt. Ltd Zetwerk
Tata Electric PhonePe BharatPe Cred
Ola Electric Mobility Merabo Labs Pvt. Ltd Billionbrains Garage KiranaKart Galactus Funware
Pvt. Ltd DealShare.in Ventures Pvt. Ltd Technologies Pvt. Ltd Technology Pvt. Ltd
Ola Electric Groww Zepto Mobile Premier
League
2 | USD 315 mn 3 | USD 302 mn 3 | $ 300 mn
Acko General Go Digit Infoworks Bitcipher Labs LLP
Insurance Ltd Services Pvt. Ltd CoinSwitch Kuber
Acko Digit Insurance
Funding round Funds raised
2022 2022
Sector spotlight
Start-up classification based on business model

breakdown: M&A and PE
Start-ups in the B2C segment B2B segment on the other hand saw a two-fold growth in the number of
dominated both in terms of volumes 469 deals valued at USD 3.7 billion. This SaaS transactions compared to last
by 52% and values by 49% in both segment witnessed start-ups majorly year. From logistics to healthcare to
M&A and PE segments combined operating in the enterprise application manufacturing, companies are using
recording 586 deals valued at USD (SaaS) and fintech segment. Year-on- SaaS for communications, project
4.2 billion. Consumer retail and retail year Software-as-a-Service (SaaS) management, sales and marketing and
banking (fintech) segments led the B2C products have been on the rise and a host of other things.
segment deals followed by edtech and year 2022 was no different and saw
healthtech deals.
B2B B2C Both B2B B2C Both
M&A PE
Values USD mn Volumes
Funding series summary

2022 saw a lot of start-ups raising and series A funding round, resulting A SaaS funding by Keka Technologies
early-stage funding across various in big companies taking over start-ups raising USD 57 million in November of
sectors. Due to weak fundamentals that could not raise funds to improve this year. Large series A funding rounds
and low ROIs, investors have opted their platforms and build on their have also been witnessed in Indian
for a very conservative approach technology. After the edtech wave logistics start-up (Wiz Freight - USD 37
which has resulted in a decline in the investors are now interested in investing million) and space technology (Pixxel -
average ticket size compared to last in SaaS, agri-tech, and gaming USD 25 million).
year. We also saw a decline in seed segments. India saw its largest series
Funding by series
493 1.9
453 1.7
1.6 1.7
1.4
294 1.2 1.3
1.0 0.9 243
209 0.8 0.8 0.8
175
0.6
0.5 0.5
0.4
47 54 0.3 0.3
36 18 0.2 0.2 0.1
22 17 9 13 6 562 1 21
>=Seed funding Series A Series B Series C Series D Series E Series F
Values USD bn 2020 Values USD bn 2021 Values USD bn 2022 Volumes 2020 Volumes 2021 Volumes 2022
Cities in focus
Bengaluru, Mumbai, Gurgaon, and Hyderabad and Pune, continued to application (Saas) segments while
Delhi continued to dominate the dominate the start-up space, tier 2 also showing an increased interest in
start-up ecosystem, both in terms of cities, including Ahmedabad, Jaipur, gaming, agritech and healthtech.
emerging start-ups as well as raising Kolkata, Surat, Coimbatore and Indore,
funds; moreover, 75% of total deals attracted PE investments worth USD 2022 witnessed start-up focused
in India came from these four cities 359 million. deals across India including Guwahati,
amounting to a total of USD 5.8 billion. Bhopal, Calicut, Alwar. Hariswar,
While tier 1 cities, such as Chennai, Most tier 1 cities led the volumes Panchkula and Rajgarh among other
in the fintech, retail and enterprise cities.
Unicorns corner
2022 saw the birth of 20 unicorns which is a 38% drop since last year.
Q2
Q1
Unicorns
corner
Q3
Sector spotlight
Start-up sub-sector classification

M&A PE
8 25 29 73 159 194
Retail Retail
38 192 121 334 1,376 1,148
6 11 21 Enterprise applications and 102 199 172

Fintech
24 44 97 infrastructure 1,695 4,675 2,281
12 13 18 Enterprise applications and 54 113 129

Edtech
397 49 167 infrastructure 200 403 838
5 26 15 45 86 74
Fintech Healthtech
20 144 213 260 632 496
2 2 8 67 121 64
Autotech Edtech
10 70 59 455 506 395
4 2 6 36 53 43
Travel, transport and logistics Travel, transport and logistics
365 10 28 258 474 592
4 8 5 28 39 39
Healthtech Agritech
90 190 25 103 182 230
5 1 5 21 25 29
HR-tech Discovery platform
55 5 16 58 82 84
3 6 5 24 26 29
Real estate tech Mediatech
16 17 53 62 105 241
3 4 17 38 26
Agritech Autotech
15 16 253 1,398 352
2 6 3 13 14 24
Foodtech Real estate tech
6 30 15 100 131 100
2 3 2 21 14 22
Data analytics, big data and AI Foodtech
5 15 202 157 58 145
3 2 2 19 31 22
Discovery platform Gaming
12 10 10 149 434 180
3 5 2 14 24 22
Gaming HR-tech
7 21 10 41 221 29
3 2 22 35 16
Networking platform On-demand services
15 10 236 117 27
4 4 2 3 13
On-demand services Cleantech
16 12 10 11 29
5 2 3 22 16 9
Others Data analytics, big data and AI
25 10 8 186 53 21
3 4 7 21 9
Mediatech Networking platform
11 15 85 122 9
Volumes 2020 2021 2022 28 62 55

Others
Values USD mn 2020 2021 2022 77 187 183
Evolving consumer preferences
are driving the deals
Year-on-year deal trend

Retail and consumer
Top deals
3
44
2
23
6
32
9
198
6
25
7
37
M&A PE
The top five deals The top five deals
6.5 accounted for 72% of the accounted for 66% of the
54
total sector deal values total sector deal values
41 Retail Retail
34
30
33
USD 348 mn USD 512 mn
21 Reliance Industries Amazon.com Inc and Samara
- METRO Cash & Carry Capital - More retail Pvt
1.4 1.5
0.9 1.1 - 100% Ltd. - 100%
0.7
2020 2021 2022 2020 2021 2022 Consumer Durables Retail

M&A PE
Crompton Greaves Consumer GIC-Aditya Birla Fashion and
Deals est & valued over USD 50 mn Average deal size USD mn Electricals Ltd-Butterfly Retail Ltd. - 7.5%
Gandhimathi Appliances
Ltd. - 55%
FMCG FMCG
Sub sector classification USD 108 mn USD 68 mn

Inbrew Beverages Pvt. NewQuest Capital Partner and
Retail and consumer Ltd.-United Spirits Ltd - Premji Invest - iD Fresh Food
32 brands - 100% (India) Pvt. Ltd
FMCG Consumer Services

USD 74 mn USD 65 mn
Dabur India Ltd. - Badshah Consortium of investors -
Masala Pvt. Ltd - 51% Service Lee Technologies
Pvt. Ltd - Servify
FMCG Consumer Durables

USD 70 mn USD 60 mn
Kirin Holdings - B9 Beverages Warburg Pincus and Malabar
Pvt. Ltd- Bira 91 - 10% Investments - Imagine Marketing
Ltd. - BoAt
2020 2021 2022 2020 2021 2022

FMCG Retail Consumer Durables
Consumer Services Food Processing & Distribution
Sector spotlight

E-commerce
Top deals
2
132
8
51
7
30
11
36
53
86
35
40
M&A PE
15.0 accounted for 75% of accounted for 28% of the
174
the total sector values total sector values
164
Retail Food Tech

85 6.6 Zomato Media Pvt. Ltd - Blink Consortium of investors -
58 Commerce Pvt. Ltd - 100% Bundl Technologies Pvt. Ltd -
51
Swiggy.com
2.6 3.0
1.4 1.8
On-demand services Travel, Transport &
11
Logistics
2020 2021 2022 2020 2021 2022
M&A PE USD 200 mn USD 300 mn
Values USD bn Volumes Reliance Retail Ventures Ltd - Blackstone Growth, TPG
Deals est & valued over USD 50 mn Average deal size USD mn Dunzo Digital Pvt. Ltd - 26% Growth, ChrysCapital,
Investcorp and Norwest
Venture Partners - BusyBees
Travel, Transport & Logistics Solutions Pvt. Ltd -
Xpressbees
Logistics
Sub sector classification USD 200 mn

BigFoot Retail Solutions Travel, Transport &
E-commerce Pvt. Ltd- Shiprocket - Logistics
Pickrr Technologies
Pvt. Ltd USD 300 mn
SoftBank, Goldman Sachs
and Prosus Ventures - NTex
Retail Transportation Services Pvt.
Ltd.- ElasticRun
USD 200 mn
Tata Digital Pvt. Ltd. - Innovative
Retail Concepts Pvt. Ltd - Consumer Services
BigBasket.com
USD 270 mn
Consortium of investors - EQX
Retail Internet Capital Advisors Pvt.
Ltd- Stashfin
USD 127 mn
Reliance Retail Ventures Ltd
- Purple Panda Fashion Pvt. Consumer Durables
2020 2021 2022 2020 2021 2022 Ltd - Clovia.com - 89%
Volumes Values USD mn USD 264 mn
Retail Fin Tech Travel, Transport & Logistics Tencent Cloud Europe BV -
Health Tech Discovery platform Food Tech Flipkart Online Services Pvt.
On-demand Services Others Ltd - 0.7%
Investments in the consumer and retail sector were a bit

subdued in 2022 as compared to 2021. The last few quarters
have been tough for the sector because of the increased cost
of raw materials and inflationary pressures in the economy
which has led to minimal volume growth for the industry.
However, the segment is poised to grow significantly in the mid
to long term.
Post-pandemic there is a significant change in the way

consumers behave as they no longer differentiate between
online and offline channels. Robust developments within
the e-commerce space and better internet connectivity have
resulted in the introduction of several revenue streams, which
is building investor confidence. Quick commerce is also
strengthening in the domestic market, with big players focused
on micro markets and local collaborations. Rural markets will
see more robust growth due to a good agriculture season.
Naveen Malpani
Partner and National Sector Leader, Retail & Consumer,
E-commerce
Sector spotlight
BFSI megadeals create history,

fintech continues momentum

Top deals
3 7 3 10 8 11 M&A PE
88 347 2,991 53 61 103 The top five deals The top five deals
accounted for 99.9% of accounted for 76% of the
31
27 41.9 the total sector values total sector values
30
26
Financial Services Banking

19 USD 40,000 mn USD 1,100 mn
9.4 HDFC Bank Ltd - Carlyle Group Inc and Advent
14 HDFC Ltd - 100% International - Yes Bank Ltd - 20%
3.2 Banking NBFC

1.7 1.4 1.8
USD 1,643 mn USD 486 mn
2020 2021 2022 2020 2021 2022 Axis Bank Ltd - Citicorp Bain Capital - IIFL Wealth
M&A PE Finance (India) Ltd.- Indian Management Ltd - 25%
consumer businesses - 100%
Deals est & valued over USD 50 mn Average deal size USD mn
Insurance & TPAs Financial Services

Generali Participations TPG Capital Asia - Poonawalla
Netherlands N. V. - Future Housing Finance Ltd. - 100%
Sub sector classification Generali India Life
Insurance Company Ltd.
Banking and financial services and Future Generali India
Insurance Company Ltd.
Insurance & TPAs
- 25% USD 243 mn
KKR - Shriram General Insurance
Company Ltd. - 10%
Insurance & TPAs
USD 11 mn
Tech Mahindra Ltd - Surance NBFC
Ltd - 25% USD 125 mn
Apollo Management - Hero
FinCorp Ltd
NBFC
USD 10 mn
Mufin Finance Ltd. - APM
Finvest Ltd. - 100%
2020 2021 2022 2020 2021 2022
NBFC Financial Services Insurance & TPAs
Banking Mutual Funds Others
Fintech 6.0
209
231
4.0
118
1.9
33
7 0.4
0.2 0.4 24
2020 2021 2022 2020 2021 2022

M&A PE
Insights
Public goods in the form of India stack insurance sector is poised for growth and continue to be strong with a growth
has enabled the financial inclusion story the liberalisation that one is seeing and rate of about 5% and the insurance
in India in a cost-effective manner and may continue to expect to see is a theme and the NBFC space will continue to
the biggest beneficiaries of this after that is reflected in the M&A investor see a lot more funds inflow, especially
the Indian consumers are the NBFCs. sentiments as well. where technology is the key delivery
Private equity investments in the NBFC model for such insurance and NBFC
space continue to hold the largest share The year 2023 is a year that is going companies. The Indian ecosystem may
within the financial services sector, both to be impacted by high-interest rates, not experience a funding winter, but
in terms of deal value and volume. The PE higher inflation, slowing globalisation, we do see a more measured approach
investors seem to have adopted a more increased protectionism, and a new to investing, and hence we may see
top-down approach to investments in geo-political order with the traditional reduced deal volumes but very high deal
India with a more focused exposure on advanced economies not being at the values.
the NBFCs. centre stage. Over the years, the fintech
industry has been able to convert gaps
The M&A activity in India is witnessed within the financial services industry Khushroo Panthaky
more in the insurance market, with deal into business opportunities and the Chartered Accountant, Mumbai
volumes being the highest across various same trend could continue with better
sub-sectors within financial services. The momentum. The Indian story will
Sector spotlight
Acceleration of digitisation
continues to be the key theme

Digitalisation
Top deals
8 12 8 4 14 8
M&A PE
38 49 243 32 92 28 The top five deals The top five deals
accounted for 97% of accounted for 65% of the
80
the total sector values total sector values
19.5
78 69
63 IT Solutions IT Solutions
60
USD 17,690 mn USD 800 mn
37 Larsen & Toubro Infotech Ltd - Baring PE Asia - IGT Solutions
Mindtree Ltd - 100% Pvt. Ltd - 85%
5.8
3.8
2.3 1.9
1.2
IT Solutions Software Development
2020 2021 2022 2020 2021 2022
M&A PE Wipro Ltd - Rizing Intermediate WestBridge Capital and existing
Values USD bn Volumes Holdings, Inc - 100% investors - MarketXpander
Deals est & valued over USD 50 mn
Services Pvt. Ltd - Leadsquared
Average deal size USD mn
IT Solutions IT Solutions
USD 350mn USD 150 mn
Tech Mahindra Ltd - Com Alpha Wave Global - Pine Labs
Tec Co IT Ltd - 100% Pvt. Ltd
Sub sector classification

Others Data Analytics & Big
Digitalisation
USD 106 mn Data & AI
Cyient Ltd - Citec Group Oy USD 77 mn
Ab - 100& Consortium of investors -
MoEngage India Pvt. Ltd
Software Development
Software Development
USD 100 mn
Netcore Cloud Pvt. Ltd-
USD 72 mn
Unbxd Inc Consortium of investors -
Darwinbox Digital Solutions
Pvt. Ltd
2020 2021 2022 2020 2021 2022

Software Development IT Solutions
Data Analytics & Big Data & AI Others
Cloud Technology BPO/KPO
The deal activity in the technology The Indian technology sector has been both activity levels as well as valuation
sector continued to be robust in 2022 witnessing robust growth rates on the metrics.
and contributed 17% of overall M&A and back of digital disruption and massive
PE deal value. However, we have been market opportunities for tech players. It is well noted that public market
witnessing some cooling-off in the deal While we witnessed a record level of valuations have fallen significantly since
activity from Q3/22 driven by global deal activity in the tech sector during January 2021, particularly high-growth
macro headwinds, tightening in funding, 2021, we have seen overall moderated technology assets. We can see these
and moderation in valuations. However, macro trends in deal activity from Q3 reflected in the prevailing market prices
there continues to be available dry 2022 on the back of global uncertainties, of some of the tech IPOs that were
power for high-quality digital and tech moderation in PE and VC funding, and launched in 2021.
assets, and this augurs well for deal- pressure on earnings and valuations.
Private-market valuations by comparison
making for 2023. The M&A market is adjusting and working
have remained more resilient, but we can
out what is the new normal in terms of
see they have started to show the first
signs of slightly easing back.
Interesting trends to watch out for
Increased opportunities for bolt-ons SAAS and new-age sectors’ deal- Available dry powder for M&A
for larger tech players making expected to increase and PE deals
We have seen mid-sized companies As India continues to grow its Private equity funds, both bulge-bracket
get impacted by valuations as well as SaaS player base, we expect and mid-sized funds, have significant
potential listing opportunities. Given that deal-making and enhanced funding dry powder waiting to be deployed for
investors are likely to opt for less risky in this segment to build Indian SaaS technology deals across the spectrum of
assets, this could create opportunities for companies on a global scale. Further, sectors such as tech services, engineering
bolt-on acquisitions for larger compa- new-age sectors like fintech, agritech, services, analytics and AI, especially for a
nies. We have already witnessed M&A and spacetech are expected to see buy-out and significant minority deals. As
momentum for larger players. This trend good funding in the coming year. valuations continue to be under pressure
is expected to continue, albeit with more and cool off the impact of listings, this
choosy, high-quality, niche assets. makes a good opportunity for M&A and PE
deal-making.
A positive outlook for high-quality businesses in tech

The technology sector remains well placed for deal-making in the coming year, and we believe that this will continue to lead
deal-making in M&A as well as PE/VC deals. As global corporations would have to fight rising inflation, cost pressures, and
global outsourcing, the growth for Indian tech players is expected to be robust, which in turn will lead to bolt-on acquisitions by
the larger players.
Raja Lahiri
Partner and National Sector Leader, TMT
Sector spotlight
Biotech firms drive M&A, API and

healthcare drive PE

Top deals
4 7 7 9 12 10 M&A PE
34 34 185 78 53 42
4.4 accounted for 91% of the accounted for 57% of the
48
total sector values total sector values
41 Pharma & Biotech Pharma & Biotech

39
2.4 USD 3,340 mn USD 263 mn
32 30 Biocon Ltd - Viatris Inc. - 100% PAG, CX Partners and Samara
2.1 Capital - Optimus Drugs Pvt. Ltd
24
1.6 1.7 - 74%
1.1
Pharma & Biotech Medical Devices
Torrent Pharmaceuticals Ltd Warburg Pincus - Micro Life
2020 2021 2022 2020 2021 2022 - Curatio Healthcare (I) Pvt Sciences Pvt. Ltd. - Meril Group
Ltd - 100%
M&A PE
Deals est & valued over USD 50 mn Average deal size USD mn Pharma & Biotech Hospitals
Mankind Pharma Ltd - General Atlantic, Kedaara
Panacea Biotec Ltd. - 100% Capital and Foundation
Sub sector classification Holdings - ASG Hospital Pvt. Ltd

Pharma & Biotech Hospitals
Gland Pharma Ltd - Cenexi GIC - Asia Healthcare Holdings
Group- CDMO - 100%
Pharma & Biotech Hospitals

Eris Lifesciences Ltd - Oaknet TPG Growth and Temasek -
Healthcare Pvt. Ltd - 100% Dr. Agarwal’s Healthcare Ltd
2020 2021 2022 2020 2021 2022

Pharma & Biotech Hospitals Medical Devices
Primary Healthcare Others
Healthtech 1,526
99
88
861
48
283
217
95 30
13 6
5
2020 2021 2022 2020 2021 2022
M&A PE
While there were limited transactions Demographic factors such as an

Lifesciences in the API segment, we expect it to gain increase in lifestyle diseases, an
momentum as the China-Plus-One aging population, and improved
Deal activities in the Life Sciences sector
strategy plays out. With multiple patent access to healthcare coupled with the
continued during 2022, led by M&A in
expiries coming up in the biologics space, Government’s focus on universal health
pharma and biotech. PEs exercised some
biosimilars may also witness deals during coverage and leveraging technology
caution against a challenging macro
the year. Further, the sector will benefit in the endeavour make it an attractive
environment, inflationary concerns, and
from positive investor sentiments once investment proposition in the long-
rising interest rates.
the US market improves, supply chains term. Moreover, the opportunities in the
India is the third largest pharma become better and macro-economic diagnostics market, growing awareness
producer in the world by volume and factors ease out. about preventive healthcare, and focus
14th largest by value. As the country with on wellness will continue to pike investor
interest in these sub-sectors.
the largest number of US FDA-approved
manufacturing facilities outside of
Healthcare
In line with our comments in the previous
the US, there is a trend to leverage our On the healthcare front, while there edition, we remain bullish and expect the
manufacturing prowess to ramp up the was limited activity on the M&A front, lifesciences and healthcare sectors to
capacity for servicing the world and also PEs exhibited confidence in the sector continue to see investments. There may
realign the strategy to move up the value growth story. Single specialty hospitals be muted deal activity as we enter 2023
chain. Indian players have also been emerged as the major beneficiaries, and we expect valuations to be soft in the
active in acquiring brands and plants as led by multiple funds such as Kedaara medium term.
some MNCs sold their assets. Outbound Capital, General Atlantic, TPG Growth,
deals witnessed a threefold increase and GIC, among others. Baring the big-
over the previous year. This is in line ticket investments in Pharmeasy in 2021, Bhanu Prakash
with the post-pandemic global trend of PE investments in healthtech were at par Partner and National Sector Leader,
strengthening core offerings, diversifying during the year with significant interest Healthcare and Lifesciences
the supply chain, and expanding to new in digital health, e-pharmacies, and Grant Thornton Bharat LLP
markets. Further, price erosion in the US online marketplaces.
market has also fueled the interest in
domestic and regional markets.
Sector spotlight
Sectors with notable deals

Green Energy is the new buzz
The energy and natural resources sector Energy’s 1.75 GW of renewable portfolio of sector deals followed by power
recorded 27 deals valued at USD 6.5 for USD 1.3 billion. These two deals generation segment with 30%. While
billion driven by two major transactions, alone accounted for 44% of sector cleantech deals dominated the PE
Sprng Energy-Solenergi Power’s values. activity, power generation segment
fundraise of USD 1.6 billion followed attracted M&A transactions.
by JSW Neo Energy acquiring Mytrah Cleantech segment led the deal
volumes, accounting for about 59%
Energy and Natural Resources
19
12.3 18 18
17
16
14 14
15 13
11
7.5
5.0
4.5 4.2 3.9
1.9 2.3
1.5 1.1
2018 2019 2020 2021 2022 2018 2019 2020 2021 2022
M&A PE
Industrials witnessed largest deal

Manufacturing sector recorded 35 deals and materials space, Adani’s acquisition The industrial materials segment within
valued at USD 12.5 billion. This was of Ambuja Cement for USD 10.5 the sector dominated this year’s sector
20% lower in volumes over 2021 while billion from Holcim Ltd. This deal alone activity with 69% of deals valued at USD
sector values witnessed a significant accounted for 84% of total sector values 12.3 billion. Electronic manufacturing
jump with over three-fold increase. The for the year. However, barring this deal remained the second active segment
values were driven by India’s largest- the sector values saw a 44% decline within the sector.
ever acquisition in the infrastructure over 2021.
Manufacturing
16.0
43
37
11.8
29
30
8.1
22
15 13
11 10
3.1 7
2.2
0.6 2.5 0.6
0.5 0.4
2018 2019 2020 2021 2022 2018 2019 2020 2021 2022
M&A PE
Entertainment remains active, media gains traction
Media and entertainment sector Viacom18’s fundraise from Bodhi Tree Entertainment and advertisement and
recorded 40 deals valuing over USD Systems of USD 1.8 billion, followed marketing segments dominated the
3.2 billion in 2022. While the volumes by Ver Se Innovation’s USD 0.8 billion sector deal activity with over 68% of
witnessed a 9% decline, values saw an fundraise by a consortium of investors. the sector deals together valued at
18% increase over 2021. Sector values These two top deals alone were USD 2.3 billion. Digital media platforms
were driven by two big-ticket deals, responsible for 80% of the sector deal also remained active, recording 9 deals
values. worth USD 0.9 billion during the year.
Media and entertainment
2.8
29
22 2.0
21 21 22
1.6
17 17 19
15
0.7 0.8 8
0.4 0.4
0.2 0.3
0.1
2018 2019 2020 2021 2022 2018 2019 2020 2021 2022
M&A PE
Regulatory
03 updates
• Tax and regulatory
reforms
• GST reforms
• Updates on Companies
Act 2013
Tax and regulatory reforms
The strong economic growth in Q1 of • The space-tech industry has pitched • So far, PLI schemes have been
FY2022-23 helped India overtake the for allowing 74% FDI under the announced for 14 sectors including
UK to become the fifth-largest economy automatic route. The government is automobile and auto components,
after it recovered from repeated waves of likely to revisit the Space Activity Bill electronics and IT hardware,
the COVID-19 pandemic. The real GDP in and introduce at least three policies telecom, pharmaceuticals, solar
Q1 of 2022–23 is about 4% higher than (Space Communication Policy, modules, metals and mining, textiles
in the corresponding quarter of 2019- Remote Sensing Policy, and Transfer and apparel, white goods, drones,
20, indicating a strong start for India’s of Technology Policy). and advanced chemistry cell
economic recovery. batteries.
• Extension of the PLI scheme to
The country’s robust growth is captured Overseas direct sectors such as leather, footwear,
by a number of high-frequency
indicators that are performing well. The
investment bicycle, some vaccine materials,
certain telecom products, toys,
government’s flagship program, Make • In August 2022, with the chemicals, and shipping containers
in India, which aspires to facilitate intention of increasing the overall is currently being explored.
investment, foster innovation, enhance competitiveness of Indian companies
skill development, and build best-in-class to access global markets and
manufacturing infrastructure, completed facilitate acquisitions, new ODI SEBI
eight years in September 2022. regulations were announced
allowing greater flexibility for Indian • SEBI has floated a consultation
As per Finance Ministry statistics, the paper reviewing the existing
companies investing overseas and
direct tax collections as on 30 November buyback regulations on 16 Nov 2022
reducing the burden of getting
2022 were INR 8.77 trillion, which is 24% (open for public consultation up to
approvals.
higher than the corresponding period of 1 Dec 2022). The recommendations
the preceding FY2021-22. This represents • ODI- FDI structures (colloquially
are based on a sub-group set up by
approximately 62% of the full-year referred to as round tripping) have
SEBI under the chairmanship of Keiki
budget estimates. The monthly gross GST now been permitted for corporates
Mistry, Vice Chairman & CEO, HDFC.
revenue collection has also surpassed with up to two layers of subsidiaries.
• The new framework proposes to
INR 1.4 trillion every month in FY2022-23. • Deferred payment of consideration
cut the time taken for completion
has been permitted subject to
Some of the key regulatory of buybacks, enhance the amount
the condition that the period of
announcements announced in the last companies can repurchase vis-à-
deferment is agreed upon upfront in
eight months are summarised here: vis their free reserves, reduce the
the underlying agreements.
cooling-off period between two
• Gifting of overseas shares between buybacks and shift the tax incidence
Foreign Direct Investment residents (only relatives) is fully to the share-tendering
Policy permissible without any limit. A gift shareholders rather than the
from a non-resident to a resident is companies concerned.
• FY 2021-22 recorded the highest- permitted subject to compliance with
• A glide path has been proposed
ever FDI at USD 83.6 billion. This the Foreign Contribution Regulation
with respect to the reduction in
FDI came from 101 countries and Act provisions.
the maximum limit and the time
invested across 31 UTs and states period for a buyback offer through
and 57 sectors in the country.
Investment promotion the open market under the stock
• On the back of economic reforms exchange mechanism. SEBI believes
and ease of doing business, India is • The government has set aside INR that the current buyback period
expected to attract USD 100 billion 2 trillion under the PLI schemes for of six months prevents efficient
FDI in FY 2022-23. various sectors and an additional price discovery as this may result
• Reforms in FDI policy have been amount of INR 0.195 trillion was in artificial demand being created
introduced allowing up to 20% FDI in allocated towards PLI for solar PV for the relevant company’s shares
LIC through the automatic route. modules in FY 2022-23. during such an extended period of
Regulatory updates
time and trading of shares occurring • Currently, companies can buy back free company should be permitted
at an exaggerated price. The proposed only 25% of the paid-up capital and to undertake up to two buybacks in
glide path is as below – free reserves under the tender route. a single FY to help companies return
SEBI has proposed to increase it to a greater amount to shareholders in
the form of buybacks
Parameters Current threshold Proposed thresholds w.e.f. • It is proposed that in the case
of buybacks through the stock
exchanges, the company should use
01 April 2023 01 April 2023 01 April 2023
75% of the amount earmarked for
the buyback (as against the current
Maximum limit 15% 10% 10% 0% limit of 50%).
• The incidence of taxation is proposed
Time period for 66 working 22 working
6 months NA to be shifted from the hands of the
completion days days
company to the shareholder, as
the current mechanism is in favour
• SEBI has suggested that a separate 40%. SEBI would make a reference of existing shareholders and the
window on the stock exchange can to the Ministry of Corporate Affairs continuing shareholders have to
be created for undertaking buyback to ensure that this proposal is share the burden of tax payable by
and the same can be harmonised also reflected in Section 68 of the the listed company on the buyback
with the proposal of the glide path. Companies Act, 2013 Further, SEBI proceeds of the shares tendered by
has recommended that a net debt- exiting/ tendering shareholders.
Outlook for 2023
India assumed the G20 presidency high global commodity prices have led policy oriented towards debt control
w.e.f. 1 December 2022 which gives to a widening of the current account and targeting current and capital
it the opportunity to set the global deficit. spending. Improvements in the business
economic governance agenda and climate, when combined with financial
make it inclusive. In December 2022, the However, the report notes that policy deepening and skills development, can
World Bank revised its FY 2022-23 GDP reforms and prudent regulatory boost investment and infrastructure
forecast upward to 6.9% from 6.5% (in measures have played a key role in and create more and better jobs.
October 2022), considering a strong developing resilience in the economy.
out-turn in India in the second quarter The report finds that while a 1 The Budget session of the Parliament in
(July-September) of FY 2022-23. percentage point decline in growth 2023 is likely to be closely watched and
in the USA is associated with a 0.4 analysed as it will set the trend for the
The report forecasts that the Indian percentage point decline in India’s sentiment in the following year when
economy will grow at a lower rate growth, the effect is around 1.5 times India will go in for a general election.
of 6.6% in FY 2023-24 because of a larger for other emerging economies.
challenging external environment. It
also states that rapid monetary policy As per OECD, macroeconomic stability Sridhar R
tightening in advanced economies has should be pursued through monetary Partner
resulted in large portfolio outflows and policy geared towards anchoring Grant Thornton Bharat LLP
depreciation of the Indian Rupee while inflation expectations and fiscal
GST reforms
Goods and Services Tax, touted as the INR 1.45 lakh crore, showing an 11% The PLI scheme has become a
biggest greenfield tax reform since India’s y-o-y growth in GST receipts. With this, springboard for the PM’s vision of ‘Make
Independence, reached an important the GST collections have surpassed the in India’ and ‘AatmaNirbhar Bharat’.
milestone of half a decade this year. The figure of INR 1.40 lakh crore for straight The government introduced PLI schemes
government has come a long way in its nine months in a row. The predominant to promote local manufacturing in
‘one nation one tax’ agenda by bringing reason for this growth is the increase 14 key sectors. It is meant to promote
millions of taxpayers under an umbrella in consumer spending in the post- a robust manufacturing sector by
of a unified taxation system. During the pandemic period and an improvement inviting overseas companies to set up
last five years, commendable efforts by in taxpayer compliance because of manufacturing operations in India
the government have paved the way digital tax governance, data analytics and boosting India’s exports and
for a new tax structure despite initial implementation for detecting dubious manufacturing capabilities for high-
implementation hiccups. The advanced transactions, and a plug in tax leakages. quality, competitive products in the
use of digitalisation and data analytics in global arena. The government plans
the contemporary tax regime has reaped E-invoice has proved to be effective on covering more sectors under the PLI
manifold benefits such as transparency, in curbing tax invasions and creating scheme.
effective implementation of the law, and a seamless ecosystem for ensuring
efficient tax administration. Initiatives the compliance and reporting of B2B The government also hopes to curb
such as e-invoicing, e-way bill, linkage of invoices. It has provided a standard tax leakages by making changes in
GSTR-1/ FORM GSTR-2B with GSTR-3B, protocol for real-time communication the reporting structure of the returns
and integration of the GSTN Portal of B2B invoice data within the tax on the GSTN Portal. While there are
with ICEGATE have proven to be game ecosystems. Auto-population of details many benefits, filing GST tax has been
changers. Revenue collection from of B2B supplies in Form GSTR-1 has a complex process for the taxpayer
GST in the current financial year has significantly contributed to achieving which demands trained professionals
exceeded the growth seen during the pre- ease of doing business by doing away and robust tech-based ERPs to meet
pandemic period. April 2022 witnessed with the need to punch in data again, the reporting requirements. In a short
an all-time high GST revenue collection thereby reducing the probability of span of five years, such changes have
of INR 1.68 lakh crore. In the month of errors. increased the compliance burden for
November 2022, GST collection was taxpayers while possibly impacting the
ease of doing business in the long run.
Outlook for 2023

GST’s foundation is a ‘simplified tax over GST. The government should The GST tax structure has evolved over
structure’. However, this seems like consider introducing changes in the the years but complying with it has
a distant dream. It has been five GST legislation to bring in greater been challenging since its inceptive
years since GST was introduced but transparency. stage with numerous errors witnessed
taxpayers continue to face issues such by genuine taxpayers. An amnesty-
as whether a transaction qualifies as The other critical issues for taxpayers cum-settlement scheme should be
supply or not, credit eligibility, credit are the immediate constitution introduced under GST to regularise
matching, valuation of supplies, etc. of the GST Appellate Tribunal to past errors. Over the past five years,
resolve taxpayer disputes and the majority of goods from the tax
Simplicity and uniformity in law decriminalise offences by redrafting bracket of 28% have been lowered to
result in fewer disputes, which the offence provisions in the GST the 12% / 18% tax bracket. However,
would benefit both the taxpayers laws. Decriminalisation of minor non- ‘rate rationalisation’ is yet to be
and the tax administration. Timely compliance will instill confidence in accomplished and is much awaited by
clarifications by the government on both global and domestic industry the industry
taxability mechanisms in relation players by facilitating ease of doing
to new-age instruments such as business and will be welcomed by the Krishan Arora
blockchain, NFTs, and online gaming industry. Partner
would help in clearing the ambiguity
Regulatory updates
Companies Act 2013

The Ministry of Corporate Affairs (MCA) a paid-up share capital of INR 4 crore maintained in electronic mode, including
has continued its efforts to achieve the (earlier threshold was INR 2 crore) and at a place outside India, stored on
twin objectives of promotion of ease of a turnover not exceeding INR 40 crore servers that are physically located in
doing business and better corporate (earlier threshold was INR 20 crore), India on a daily basis.
compliance including increased respectively.
transparency in reporting by amending Apart from the above initiatives
various provisions under the Companies The MCA also recently amended undertaken by the management
Act 2013 (the Act). Companies (Corporate Social towards enhancing investor confidence
Responsibility Policy) Rules, 2014 in financial reporting, it is worth
A Company Law Committee (CLC) which requires that if a company has mentioning that the NFRA, set up under
was constituted by the MCA in 2019 unspent money in its CSR account, it the Act to regulate financial reporting
(the tenure of which was extended must constitute a CSR committee and by companies and the audit profession,
to September 2023) to make comply with CSR provisions stipulated has undertaken many recent initiatives.
recommendations for changes to be under Sections 135(2) to 135(6) of One such ongoing initiative is a first-
made to the Act. Some of the key the Act. On the other hand, a revised time audit quality inspection of large
recommendations made by the CLC format for reporting on CSR activities to audit firms in India, the report of which is
in its latest report dated 21 March be included in the Board’s Report with expected to be released in March 2023.
2022 include facilitating certain class respect to its ongoing CSR projects has
of companies to communicate with been prescribed which considerably On another note, with respect to foreign
their members in only electronic form, reduces such disclosure requirements. direct investments (FDI) in India, in April
easing the requirement of raising capital 2020, the MCA amended Companies
in distressed companies, creating an In terms of financial reporting, Section (Prospectus and Allotment of Securities)
electronic platform for maintenance 129A was inserted by the Companies Rules, 2014 to insert a proviso to Rule
of statutory registers by companies, (Amendment) Act, 2020, which allowed 14(1) which mandates the companies to
strengthening the function of National the Central Government to prescribe obtain government approval under the
Financial Reporting Authority (NFRA), class or classes of unlisted companies FEMA (Non-debt Instruments) Rules, 2019
reviewing and strengthening the audit that are required to prepare and submit before offering any securities to a body
framework including introducing reviewed/audited periodical interim corporate incorporated in or a national
mechanisms to ensure the independence financial statements with the Registrar of of a country that shares a land border
of auditors, strengthening the Companies. However, the MCA is yet to with India.
provisions relating to mergers and prescribe rules with respect to this newly
inserted section. Overall, the government and regulatory
amalgamations, and modernising
authorities have tried to improve ease of
enforcement and adjudication
The MCA had also amended Companies doing business by reducing compliance
activities through electronic mode.
(Accounts) Rules, 2014 in 2020 which requirements, automating submission
While some of the recommendations
required companies using accounting and processing of documents/
are still being evaluated by the MCA,
software for maintaining their books of returns, removing difficulties faced by
some amendments have already been
account to use only such software that businesses especially during the COVID-
enacted.
allows recording of audit trail by creating 19 pandemic while at the same time
The MCA amended the Companies an edit log, effective from 1 April 2022 promoting self-regulation for compliance
(Specification of definition details) Rules, (extended from the earlier effective date with the Act and regulations, and
2014 to provide a revised definition of a of 1 April 2021) which has now been implementing increased governance
‘small company’ under the Act effective extended to be effective financial year and financial reporting norms in order to
from 15 September 2022. The criteria commencing on or after 1 April 2023. enhance investor confidence.
for this classification was revised for the
Further, on 5 August 2022 MCA revised
second time in as many years to cover
the aforementioned rules with respect Madhuri Ravi
more companies, by increasing defined
to the manner of books of account to be Chartered Accountant,
thresholds, to extend relaxations from
kept in electronic mode. The amendment Gurgaon
the compliance burden available to
requires every company to ensure that
such companies under the Act. As per
its electronic records remain accessible
revised thresholds, the defined threshold
in India at all times and the backup
for small companies is a company with
Our Corporate Finance practice comprises
senior multi-faceted specialists
experienced in providing end-to-end solutions
Abhay Anand Aditya Khanna Anirudha Chakravarty Anirudh Gupta Arpit Nitin Thakkar
Ashish Chhawchharia Ashwini Rushabh Modi Darshana Kadakia Dhanraj Bhagat Deepak Agrawal
Dinesh Anand Karan Jain Karthik Gopalakrishnan Nitesh Jain Prateek Sengupta
Pankaj Chopda Rahul Kapur Raja Lahiri Santhosh Chandrasekaran Saumil Hasmukhbhai Shah
Shanthi Vijetha Sridhar V Sumeet Abrol Sunil Kumar Singh Vishesh Chandiok
Vikarth Kumar Viswanath Padmagirison
Jagannath Ray Kartik Vashisth Kshitij Sharma Pankaj Subhash Agrawal Rajiv Ramesh Parekh
Acquisition Acquisition Acquisition Acquisition Acquisition

Select transaction advisory credentials
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Acknowledgements
Authors For media queries, please contact:
Monica Kothari E: media@in.gt.com

Shreya Kelkar
Editorial review Design
Tanmay Mathur Gurpreet Singh

Shabana Hussain Shipra Jain
Notes
Notes
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Annual Dealtracker Consolidation

Providing you with merger and acquisition

Mergers and acquisitions dealscape 09

Private equity dealscape 30

IPO and QIP trends 39

Grant Thornton Bharat LLP does not take any

Total M&A volumes Total M&A Values

Total PE volumes Total PE Values

Total IPO volumes Total IPO Values

Total QIP volumes Total QIP Values

Top 3 sectors by volume Top 3 sectors by value

Top inbound destinations Top outbound destinations

Top 3 cities attracting PE investments Top 3 cities witnessing domestic deals

Top 3 M&A deals Top 3 PE deals

Qualified institutional placements, on the other hand, lost

USD 23 bn USD 16 bn USD 7.2 bn USD 5.7 bn USD 5.1 bn USD 40 bn

2017 2018 2019 2020 2021 2022

PE deal annual trend

2017 2018 2019 2020 2021 2022

M&A deal monthly trend ArcelorMittal Nippon Steel Ltd. -

M&A deal monthly trend Carlyle Group Inc and Advent

1,097 864 1,061

653 5 25 2,300 3,826 19,464

Agriculture and forestry IT & ITeS

928 683 1,086

Transport and logistics Retail and consumer

186 38 116 2,204 3,100 11,815

Professional / Business services Manufacturing

5,025 7,466 4,191 80 736 388

Energy and natural resources Media and entertainment

2020 2021 2022 1,663 9,361 41,877 91 2,935 362

Volumes Banking and financial Education

M&A deal board 2022

Acquirer Target Sector USD million Deal type % stake Cross-border/

Volumes Values USD mn

Inbound 86 100 95 67 56 61 5,962 25,694 7,905 18,041 6,624 2,753

Outbound 77 92 82 77 63 61 2,183 11,935 1,995 2,948 8,011 17,943

Domestic dealmaking reigns

2017 2018 2019 2020 2021 2022

Cities in focus 25% 31% 27%

633 | 981 1,909 | 253 582 | 293

1,419 | 820 2,967 | 992 30 | 56

2021 | 2022 2021 | 2022

2023 - make or break year

Outbound M&A deal trend

2017 2018 2019 2020 2021 2022

2,375 2,009 6,163 101 3,601 183

Europe South America

Sector movement compared to 2021 Top 5 deals

Retail and Banking and Media and

1|3 2|3 3|2

3,500 | 163 114 | 109 30 | 84

-|2 6|2 2|1

2021 | 2022 2021 | 2022

Inbound M&A deal trend

2017 2018 2019 2020 2021 2022

Values USD bn Volumes

12,716 451 928 1,645 2,768 925