Corporate Profile detialing out the team, clientele and practice areas of Corporate Professionals Capital Pvt Ltd, a Category 1 registered Merchant Banker

3. CORPORATE PROFESSIONALS
AT A GLANCE
Corporate Professionals Capital Private Limited is Merchant Banking arm of Corporate Professionals, a
fast mounting corporate consultancy Group in India. With a humble start in 2003, Corporate
Professionals has grown into a muti-disciplinary mega firm of more than 110 professionals continually
pursuing to achieve the excellence. The Group is known for its steep growth and incessantly carving out
inimitable solutions in financial and legal framework. Within a short span the Group has earned laurels of
successfully serving more than 800 corporate houses covering more than 1200 Clients for over 2000
www.corporateprofessionals.com
diverse corporate transactions.
Our commitment to client service is evidenced by repeated business and exclusive service arrangement
with majority of our clients. This client loyalty comes from our ability to provide responsive and
innovative financing solutions through value creation strategies. Our policy for implementing bespoke
and innovative solutions is to satisfy the stated as well as unstated needs of clients.
Corporate Professionals has been integrally involved in more than 100 M & A deals aggregately valued
at more than INR 90000 Million and more than 20 funding deals valued at more than INR 50000
Million, up significantly in last year. Our experience in transaction advisory services has reached the
milestone of 250 transactions valuing an aggregate of more than INR 75000 Million. Based on this
strong foundation, vast experience and zeal to provide one stop solution, we acquired the Merchant
Banking License in the year 2009.
Corporate Professionals Capital, a SEBI Registered Category 1 Merchant Banker, is dedicated to
provide varied investment banking solutions through highly structured financial transactions which
serve as alternatives to traditional financing and provide enduring solutions to help companies maximize
their value.
We have a young but highly competent transaction team which understands clients' needs by stepping
into their shoes and structures transactions to best suit the needs. This is complemented by an exclusive
expertise of each team member in certain specific area which, working together, effectively support
transactions from initial structuring through post-deal management. The team is comprised of multi-
disciplinary professionals with reservoir of many years of corporate consultancy experience; strong
analytical supports and technological dexterity.
In today's economic and dynamic environment, Corporate Professionals Capital aspires to be in the
forefront as a provider of result oriented, cost effective solutions, financially and strategically, with client
focus services reinforced by continuous drive to prosper with the growth of our clients.

4. OUR BOUQUET OF SERVICES
ISSUE
MANAGEMENT
TRANSACTION PRIVATE
ADVISORY PLACEMENT
SERVICES OF EQUITY
VALUATION & CORPORATE
business DEBT FUNDING
modeling
MERGERS &
ACQUISITIONS
Corporate Professionals Capital focus on the following array of services:
• ISSUE MANAGEMENT • MERGERS & ACQUISITIONS
• Pre Issue Structuring • Mergers and Amalgamations
• Initial Public Offering • Takeovers & Acquisitions
• Follow-on Public Offering • Demergers & Sale of Undertaking
• Offer for Sale & Divestments • Buy-outs Advisory
• Right Issue Management • Business Acquisitions
• Underwriting of Issues • Deal Negotiation & Structuring
• ADR/GDR/ FCCB Issue Management
• VALUATION & BUSINESS MODELING
• International Listing – AIM & Plus Listing
• Qualified institutional Placement • Business/Enterprise Valuation
• FOREX & Overseas Transactions Valuations
• PRIVATE PLACEMENT OF EQUITY • Intangible’s Valuation
• Pre Structuring-Placement Structuring • Fair Market Valuation of Common Stock, Preferred
• PE Investor Engagement Support Stock, Debt Securities, Options, Warrants, and
• Venture Funding & Seed Capital Projected Streams of Cash Flows
• Procurement of Regulatory Approvals • Special purpose valuation – Takeover, Delisting,
Reduction, 397/398 matters
• Enterprise Valuation and Deal Negotiation
• ESOP/ESPS Valuation
• Transaction closure Support
• Fairness Opinions
• CORPORATE DEBT FUNDING
• Project Finance & Term Loans • TRANSACTION ADVISORY SERVICES
• Foreign Currency Loans, private FCCBs & ECBs • Buy-Back Advisory
• Working Capital Finance, Short Term finance • Delisting Advisory
• Debt Restructuring and Settlement • ESOP Advisory
• Bill discounting( Inland & Foreign), Factoring • Corporate Restructuring & Financial Re-engineering
• Structured finance, Export Credit • Joint Venture Advisory
• Letter of Credit, Bank Guarantees • Cross-Border Restructuring
• FOREX and Overseas Transactions

5. ISSUE MANAGEMENT
The Indian capital market is characterized as dynamic and volatile market. Public Offers on the stock market are complex exercises
requiring months of preparation by skilled teams of commercial, financial and legal experts. We strongly believe that the Journey to going
Public should be a structured and managed transformation of the people, processes and culture of an organization and both financial and
non financial parameters drives the success of an IPO. These activities include rigorous due diligence investigations, market preparation
and establishment of an appropriate value for market. For the success of such a rigorous process, a right team of experts is required who
can support the Company to sail through the intricacies of offer process and allow it to focus on its growth plans.
The history shows that even when the markets are not ideal for going public, it could be a good time to be planning for an IPO. With a rich
experience of Structuring Companies preparing for IPOs, assisting in Pre IPO placements and Issue management, we help our clients
throughout the IPO Process accompanied with the sustained market support. Our Core strength lies in Pre Issue Structuring and
correctly positioning of the Company in the financial market place to procure the right profile of Institutional and retail investors, ,
suggesting the best financial structure, optimally pricing the Companies, and completing the entire process smoothly with our strong co-
ordination with regulatory authorities. We aim at correctly valuing and placing the Company in the financial market to provide the
maximum return to the investors on the one hand and to ensure growth and continuous value creation in the Company going public.
Therefore, our post-listing support to the Companies nurtures them to face the new regulatory environment which they enter after
listing.
Our services relating to Issue Management focus on the following:
• Pre Issue Structuring
• Initial Public Offers
• Follow-on Public Offers
• Offers for Sale & Divestments
• Rights Issue Management
• Underwriting of Issues
• ADR/GDR/ FCCB Issue Management
• International Listing – AIM & Plus Listing
• Qualified Institutional Placement

6. PRIVATE PLACEMENT OF EQUITY
Private Equity placement is an important vehicle that not only provides investment but bestow the management with a partner who
commit to provide the continuous support across their life-cycle. The right Private Equity partner is an invaluable business associate and
can be a high value endorsement to other investors, provide strategic business advice, contacts, and help in acquisition of further
finance, provide support during the critical phases of business growth and also help in extending the global reach using the international
linkage of the investor.
Corporate Professionals has strategically assisted in closing more than 20 Private Equity deals involving domestic as well as international
Funds, value aggregating to INR 25000 Million.
In finalizing the private equity deal, we offers the growth oriented companies with a complete range of solutions to raise capital during the
seed, growth and expansion phases and provide the objective advice in structuring the deal with our expert knowledge of the finance and
capital markets. The company possesses a rich experience of structuring and raising equity capital for growing companies. Our team has
nurtured relationships with financing sources and financial intermediaries which allow us to organize equity funds for our clients. During
the deal, Corporate Professionals Capital represents all phases of the life cycle of a funding deal that includes structuring, establishment,
investment and exit. Our strength lies in providing one-stop solution by seamlessly co-ordinating with both the parties at the
establishment stage, understanding the intricacies, and assist in negotiations between the parties, advice on Indian Regulatory Regime
and drafting the fund documents.
Our extensive industry research, wide-range of deal structuring and thorough analyses of regulatory environment make us the pioneer in
this arena.
We facilitate our clients in each step of their private equity raising plan and our services include:
• Pre Placement Structuring
• PE Investor Engagement Support
• Venture Funding & Seed Capital
• Procurement of Regulatory Approvals
• Enterprise Valuation and Deal Negotiation
• Transaction Closure Support

7. CORPORATE DEBT FUNDING
Appropriate mix of debt and equity is one of the most critical aspects of financial management of any business. Arrangement of right kind
of debt in appropriate quantity and at appropriate time is the essence for business growth. There are several means of debt finance and
each one is suitable for different purpose. Thus, choosing the right kind of debt instrument and arrangement of the same at optimal cost
requires specialized knowledge and expertise.
Our corporate finance service covers the full breadth of needs for corporate financial requirements in the present complex and
integrated environment. We advise our clients on the optimal funding structure looking into the requirement of funds and finalizing
means of funding looking into various factors such as Corporate’s own equity, industry related issues, growth prospects of the industry,
cash flows and collateral securities available. Our service are available to all the industry irrespective of its size i.e. Small & medium
Enterprises (SME) and Large Corporates. Our expertise lies in providing different financing options to the corporate and advising the
most ideal financial structure for their requirement. We provide one stop solutions to the corporate requiring the project finance by
assisting in preparing the feasibility study report, project report and appraisal report, thereby helping both the parties to finalize and
structure the deal in the best possible manner.
Our goal is to provide the best financial solution for our clients for their existing and expansion projects by structuring and arranging debt
facilities using our professional/technical expertise and extensive network of contacts among various banks, financial institutions and
NBFCs and to build a lasting relationships with them by assisting them in achieving their strategies objectives through the provision of
timely, innovative and cost effective solution.
In this arena of our services, we cover the following services:
• Project Finance & Term Loans
• Foreign Currency Loans, private FCCBs & ECBs
• Working Capital Finance, Short Term finance
• Debt Restructuring and Settlement
• Bill discounting( Inland & Foreign), Factoring
• Structured finance, Export Credit
• Letter of Credit, Bank Guarantees

8. MERGERS AND ACQUISITIONS
Mergers and Acquisitions (M&A) are vital part of the corporate world that shape the inorganic growth, give the direction and enhances
long-term sustainability. Companies today executes M&A for various synergetic reasons with the objective of cross selling opportunities,
economies of scale, information asymmetry, taxation and vertical integration.
Corporate Professionals has hands-on experience in executing to a host of more than 100 mergers and acquisition deals valuing an
aggregate of INR 90000 Million which includes national and international Restructuring.
The Company is one of its kinds to provide end-to-end solutions to mergers and acquisitions deals including all kind of Regulatory or
Judicial approvals and compliances. Mergers and Acquisitions is the core strength of Corporate Professionals where it has achieved an
edge in the industry. We regularly advise our clients on regulatory and tax aspects of Mergers, De-mergers, Scheme of Arrangement,
Transactions in line with RBI regulations , Income Tax provisions, SEBI, Stock Exchanges, Stamp Duty and other Regulatory aspects. In
the early stages of the deal, whilst we assist our Clients in highlighting significant Indian tax, regulatory and commercial issues/concerns
that might affect a given structure, we also simultaneously work towards developing potential solutions to any conflict or problem
keeping in mind the strategic objectives of the deal.
In this area, we provide a wide spectrum of service, covering the following:
• Mergers and Amalgamations
• Takeovers & Acquisitions
• Demergers & Sale of Undertaking
• Buy-outs Advisory
• Business Acquisitions
• Deal Negotiation & Structuring

9. VALUATION & BUSINESS MODELING
Valuation provides a solid foundation to make significant decisions regarding future plans for any business. The plethora of opportunities
created by dynamic and growing economies can be harnessed with an independent and intrinsic valuation of the explored & unexplored
strengths of your business. The tax, regulatory and accounting requirements have made the valuation in corporate transactions even
more significant.
We Corporate Professionals Capital Pvt. Ltd., a SEBI Registered Category 1 Merchant Banker, assist businesses to achieve an in-depth
understanding of the value of each business or asset in any transaction. Our leading-edge technical knowledge combined with our in-
depth industry experience allows us to provide valuation in a variety of commercial & legal contexts those results in unlocking the real
value of businesses as well as the specific valuations driving the particular deal.
Our professionals have extensive experience in providing valuation services to private as well as publicly traded Companies as required
under various Indian Laws. Corporate Professionals Capital is ideally suited to provide objective, independent advice, including fairness
opinions and valuations for mergers, acquisitions, joint ventures, financial Restructurings, management-led buyouts and accounting
disclosure requirements.
Our offerings in this arena cover the following:
• Business/Enterprise Valuation
• FOREX & Overseas Transactions Valuation
• Intangible's Valuation
• Fair Market Valuation of Common Stock, Preferred Stock, Debt Securities, Options, Warrants, and Projected Streams of Cash Flows
• Special purpose Valuation – Takeover, Delisting, Reduction, Oppression/Mismanagement matters
• ESOP/ESPS Valuation
• Fairness Opinions

10. TRANSACTION ADVISORY SERVICES
Transaction advisory services form a cornerstone of our boutique practice. Ongoing regulatory changes in India and global
developments have considerably changed the dynamics, requirements and structuring in inorganic growth of a company. Our team is
geared to address these challenges and adapt to such dynamic environment and client requirements. We have gain breadth and depth of
knowledge about the key issues in transaction advisory by advising and assisting a wide array of inorganic transactions.
We at Corporate Professionals offers integrated, objective advisory services to help you to explore and evaluate opportunities,
implement your transactions more efficiently and accomplish your strategic goals. We aim to create significant value for entrepreneur
and companies by helping them execute the right strategy. Our expert team analyzes the transaction on different footing considering the
short term as well as long term pros and cons and assists in exploring and executing the transaction in the best possible manner.
In the transaction advisory services, we cover the following:
• Buy-Back Advisory
• Delisting Advisory
• ESOP Advisory
• Corporate Restructuring
• Joint Venture Advisory
• Cross Border Restructuring
• FOREX and Overseas Transactions

11. INDUSTRY EDGE
We recognize the importance of understanding a client’s industry, value drivers, growth opportunities and challenges peculiar to an
industry. The industry experience of our team of professionals transcends a broad spectrum of industries:
• Agri Trade • Infrastructure & Real Estate
• Alcohol & Breveries • Iron & Steel
• Asset Management • IT
• Auto & Auto Anciliaries • Logistics
• Process Outsourcing • Media & Entertainment
• Capital Market Intermediaries • Mining, Minerals & Metals
• Cement • Oil and Gas
• Ceramics • Pharmacuiticals and Healthcare
• Chemicals - Pesticides/Agrochemicals / Petrochemicals • Power
• Education • Retail
• Finance & Investments • Telecommunication
• FMCG • Textile
• Hospitality • Paper and Paper Products

12. OUR PEOPLE
Pavan Kumar Vijay (Managing Director)
(FCS, LLB, M.Com)
Armed with Degree in Law and a Master Degree in Commerce, Mr. Pavan Kumar Vijay is a
fellow member and was the youngest President of Institute of Company Secretary of India
(ICSI). He has more than 20 Years experience of Capital Market & Financial Affairs. He
specializes in Capital Markets Transactions, Corporate Restructuring, Financial
Restructuring, Strategic Investment, Funds Planning & Arrangement, Business Valuation,
Securities laws.
The Founder of Corporate Professionals Group, Mr. Vijay, before starting the Group, was
the Managing Director of “BLB Limited”, a Leading Broking House in India. A great believer
of use of technologies in professional services and creation of muti-disciplinary mega firm to
provide one stop solution for all corporate needs, he is recognized for his out-of-box
thinking and innovative approach. His approach is evident from various IT ventures of the
Group including www.takeovercode.com and www.delisting.com. Recognizing the business
acumen and innovative approach of Mr. Vijay, www.takeovercode.com has been awarded
“TATA NEN Hottest Startups Award 2008”, for being the most innovative business model.
He is a distinguished speaker of various forums, seminars & media platforms, a faculty of
various management institutions and regular writer of professional journals on Capital
Market and Mergers & Acquisitions related issues and has also authored books such as
“Depositories, Law, Practice & Procedures and Guide to Depositories”, “SEBI Takeover
Code- Queries and Issues”, “SEBI Takeover Code – Open Offers”. He is also actively
associated with the various professional institutes, chambers of commerce and councils and
stock exchanges and Government bodies.
Dr. R. K. Agarwal (Director)
(FCA, FCS, AICWA, LLB, M.Com, Ph. D)
Dr. R. K. Agarwal is an eminent name in the field of Corporate Taxation and Business
Advisory Services, having more than 25 years of experience in the sphere. He is a Law
graduate and fellow member of ICAI, ICSI, and ICWAL and has done Doctorate in
Corporate Governance. Dr. Agarwal has diversified experience as a practicing Chartered
Accountant in field of Financial Planning & Structuring, Auditing, Taxation, Corporate
Restructuring, Transaction Advisory, Mergers & Amalgamations and Due Diligence. Dr.
Agarwal started his carrier in the year 1985 and served big business houses in India as well
as at International level. Besides being proficient in his fields of practice, he is a thoughtful
leader and a research oriented person.
Owing to his deep knowledge, research orientation, command on subject and growth
oriented commercial approach he has been severally recognized by Industry and
Professional Institutions. He has held the position of Chairman of Northern India Regional
council of ICSI and has been nominated as a Member of Accounting Standards Board of
ICAI.

13. Dr. Sanjeev Agarwal
(FCA, FCS, FICSA, UK, M. Com, PhD)
An expert in indirect taxes, banking services and governance, Dr. Sanjiv Agarwal is a fellow
member of Institute of Company Secretaries of India (ICSI), Institute of Chartered
Accountants of India (ICAI) and Institute of Chartered Secretaries and Administrators UK
(London). He has been awarded PhD from Faculty of Management, University of Rajasthan
Jaipur on Corporate Governance. Dr. Agarwal has been on the board of State Bank of
Bikaner (SBI Group), besides being a SEBI nominee on Board of Jaipur Stock Exchange.
Having an experience of more than 25 years, Dr. Agarwal is considered as an expert in
Corporate Governance and Taxation. He has authored various books on Corporate Laws,
Corporate Governance, Capital Market, Financial Services, Service tax and Accounting
Standards.
P Nagesh (Director)
(B. Com, LLB)
Mr. P Nagesh is a renowned Corporate Lawyer with 20 years of experience in Corporate
Law, advisory and litigation. He is enrolled as an advocate with the Bar Council of Delhi
since 1988. Before starting his career as a litigation lawyer, he was in Industry for 8 years
and gained adequate experience during his professional career. He is a research oriented
person. His rich experience and expert knowledge has provided the company a strong
support in the litigation field.
Dr. Rakesh Gupta
(FCA, FCS, AICWA, LLB, PhD)
Awarded PhD in Corporate Governance and Business Ethics, Dr. Rakesh Gupta is a fellow
member of Institute of Company Secretaries of India (ICSI), Institute of Chartered
Accountants of India (ICAI), and Institute of Cost and Works Accountants of India (ICWAI)).
He is a gold medalist law graduate and posses an experience of more than 20 years in
practice as an advocate and has appeared in Income Tax Appellate Tribunal, High Courts
and Supreme Court. He is consider to be an expert of direct taxes and is a speaker at various
tax conferences/seminars.

14. Yogesh Kumar Gupta (Director)
(FCS, FICWA, PGDFM, DIM, LIII)
Mr. Yogesh Gupta, a strong support and back bone of Corporate Professionals, has 21 years
of rich experience in the field of finance, Project financing and Debt Restructuring. He is the
fellow member of Institute of Company Secretaries of India (ICSI) and Institute of Cost and
Works Accountants of India (ICWAI). He also holds post graduate diploma in Financial
Management. During his professional career, he has served management position in various
listed companies and is presently a director in Corporate Professionals Capital Private
Limited, handling corporate debt funding ,private equity, venture capital needs etc. He was
the Chairman of Northern India Regional Council of ICSI in 2004. Mr. Gupta has expertise
and specialisation in Funding and Private Equity Deals. He is well connected to various
banks, financial institutions and venture funds.
Mr. Ashwini Taneja
(FCA, ACS, AICWA, DISA, LLB)
A multi-disciplinary professional, Mr. Ashwini Taneja is a law graduate and member of
Institute of Company Secretaries of India (ICSI), Institute of Chartered Accountants of India
(ICAI), and Institute of Cost and Works Accountants of India (ICWAI). With an experience of
more than 15 years, he has a strong focus on Appellate side of Income Tax Law, appearing
before Income Tax Appellate Tribunal, High Court and Supreme Court. He is a regular
interviewee for Income Tax related issues on various news channels like Star News, Zee
News, Zee Business, Aaj Tak etc.
OUR TEAM