Nangia Andersen LLP

THE SECRETOF JOY INWORK ISCONTAINED INONE WORD :EXCELLENCE.TO KNOW HOW TO DOSOMETHING WELL IS TOENJOY IT.

PEARL S. BUCK

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About Us

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Nangia Andersen LLP is a premier professional services organization offering a diverse range of Entry strategy, Taxation, Accounting & Compliances and Transaction Advisory services.We are an Andersen Global tax consulting and Advisory firm in India. As a part of Andersen Global we have reach to a wide number of offices globally having presence in almost all the countries. In India, Nangia Andersen LLP has India coverage with offices in Noida, Delhi, Gurugram, Mumbai, Dehradun, Bengaluru, Chennai and Pune. Nangia Group has been in existence for around 40 years and has been consistently rated as one of the best tax and regulatory advisors in India.

Quality of our people is the cornerstone of our ability to serve our clients. For this reason, we invest tremendous resources in identifying exceptional people, developing their skills, and creating an environment that fosters their growth as leaders. From our newest staff members through senior partners, exceptional client service represents a dedication to going above and beyond expectations in every working relationship.

We strive to develop a detailed understanding of our clients’ business and industry sector to offer insights on market developments and assist our clients develop effective strategies and business models. We have the resources and experience necessary to anticipate andcompetently serve our clients on issues pertaining to all facets of Tax and TransactionAdvisory. We take pride in our ability to provide definite advice to our clients with the shortest turnaround time.

Our Services

ENTRY LEVEL STRATEGY

TAX ADVISORY, COMPLIANCE AND LITIGATION

TRANSFER PRICING SERVICES

GOODS AND SERVICE TAX, ERSTWHILE INDIRECT TAXES,

CUSTOMS, FOREIGN TRADE POLICY

LITIGATION SUPPORT

DUE DILIGENCE

REGULATORY SERVICES

MERGERS AND ACQUISITIONS

BUSINESS VALUATION

CORPORATE FINANCIAL ADVISORY

GLOBAL MOBILITY SERVICES

PRIVATE CLIENT SERVICES

EMERGING LAWS

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Entry Level Strategy

As India continues to embrace global innovation, adopt open systems and universal practices, the global corporations are considering India as a preferred investment destination for growth and disruption.

With the Government’s initiative to improve India’s ranking in the ease of doing business, the Indian regulations are continually evolving that simplify starting business in India. Our exuberant team of strategy professionals are well positioned to assist clients in strategizing India entry, structuringinvestments andtransactions with judicious use of treaties and seamless compliance with applicable laws.

Our Key Service Offerings:

Evaluating market attractiveness: We carry out specific industry studies, market assessment studies and developing industry risk models

Evaluating market ecosystem: We assist in the evaluation by conducting Trend-analysis(buyer/supplier/competitors/regulatory body), Supply Chain Analysis, providing Competitive Intelligence Support, Competitors Profiling and Risk Mapping/-Company Risk Assessment

Evaluating entry options:

Greenfield Investment- Assistance in regulatory and tax compliance in set up operations

Assistance and advisory services on business & operational form - Representative Office, Branch Office, Project Office, Joint Venture, OwnedSubsidiary etc. and assistance in obtaining requisite approvals from regulatory authorities

Advice on current government policies in relation to Foreign Investment (inbound) and Repatriation.

Brownfield Investment- Identification ofstrategic target and assistance in transaction advisory

Pre-transaction advisory- Strategy andidentification of potential targets, commercial negotiations and valuations

Transactional advisory- diligence andtransaction structuring

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Tax Advisory,Compliance andLitigation

Our specialized services encompass end to end support ranging from advisory,compliance to implementation support.

Our Key Service Offerings:

Before/ at the time of entering Indian marketAssistance in devising a business model forundertaking its targeted business activities in the most tax efficient manner

Advice on cross-border transactions, doubletaxation avoidance agreements.

Assistance in preparation and representation in applying for Advance Rulings from the

Authority for Advance Rulings to obtain tax certainty

Upon entering Indian market

Funding options

Identifying alternative operating models / structure for carrying on the Indian business and analyzing the various tax and regulatory implications under each option;Pros and cons analysis keeping in mind themanagement objectives such as remittance issues, foreign exchange fluctuations, tax, regulatory, transfer pricing and other compliances;Highlighting time and cost considerations for each model;Summarizing safeguards to buildtax- efficiencies and mitigate any likely exposures

Business Models

Advising on the draftarrangements proposed to beexecuted with the Indian Vendors andsuggesting the most tax efficient business model for rendering the agreed services

Analyzing the tax and regulatory implications of carrying on the business in India

Compliances/ On-call advisory/ Regular Updates

Assisting in expatriate taxation by providing tax effective compensation structuring, payroll services and social security compliance and advisory. Assisting in tax and regulatory compliances in terms of filing of periodical/ annual returns Assisting in filing an application with the Indian Revenue Authorities for obtaining a Nil / Lower Tax Withholding CertificateRepresenting companies before the taxauthorities for scrutiny of returns by Indian tax authorities, tax inquiries and other proceedings.

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Transfer Pricing

Our Transfer Pricing Division assists Indianand Multi-National Corporations develop andimplement economically justifiable transfer pricing policies and documentation.

Our team will work closely with you, to helpmanage the tax impact of your domestic as well ascross-border related party transactions. Together,we will explore an effective, integrated organization wide strategy for managing many complex Transfer Pricing issues involved with inter-companytransactions involving goods, services andintangibles.

Our Key Service Offerings:

Transfer Pricing Documentation : We assist corporations to design and implementcompliance policies, and prepare robustdocumentation.

Transfer Pricing Planning & Supply ChainStructuring : We provide assistance in developing and implementing viable Transfer Pricing policies, harmonization of existing

Transfer Pricing policies, adopting new Transfer Pricing structures or alignment of prices withbusiness restructuring.

Transfer Pricing Report : we assist you with a full array of documentation services, including function, asset and risk analysis, industry overview, bench marking study, customized to your specific needs.

Litigation Support / Transfer PricingControversy Management : team will work with you to develop strategies and appropriate practices to manage the scrutiny/appeal proceedings

FIN 48 Assistance : We provide assistance to determine and quantify your FIN 48 Transfer Pricing exposure and uncertain tax position.

Advance Pricing Arrangements : We can assist preparing a robust Transfer Pricing policy aligning with business and commercial substance along with deciding on various documents and information that need to be shared with tax authorities during the course of negotiating and implementation of an APA program.

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Our team provides the entire gamut of services ranging from GST, Indirect taxes (erstwhile matters ), Customs, Foreign Trade Policy advisory compliance and litigation support.

Our Key Service Offerings:

Advisory Services

Advisory services on matters inter alia including stock transfers, classification, valuation, input tax credits, registration requirements, Input service distributor, refunds, export benefits, cross charges, job work, reverse charge mechanism etcAdvice on execution of turnkey projects / EPCContracts involving planning at the pre-bidding stage, structuring of contracts, identification of tax optimization opportunities, devising the most tax efficient models and comprehensive range ofcompliance services subsequent to the bidding stage, etcConducting anti-profiteering studies and assistance in relation to anti-profiteering certification, advice on customs related matters Evaluation of benefits under the Free TradeAgreement and other exemption notificationsEnd to end assistance in relation to variousexemptions/ schemes such as Export Promotion Capital Goods (EPCG), Advance Authorisation, Merchandise Exports from India Scheme (MEIS), Services Export from India Scheme (SEIS) etc, including assistance in purchase/ sale of dutycredit scrips

Assistance in setting upand exit, bonding/ de-bondingof SEZ, EOU, STP Units as well asundertaking periodic compliances

Compliance ServicesComplete outsourcing of GST compliances on presence across India Assistance in relation to yearly GST Audits and credit reconciliationsDrafting, filing and processing of refund claims such as refund of unutilized credits in case of export of goods/ services, refunds in case of inverted duty structure, refund in case of export with payment of tax etcAssistance in undertaking registrations/compliances under state profession tax, shops and establishment laws

GST, Erstwhile IndirectTaxes, Customs, Foreign Trade Policy

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Assessment and investigation/ enquiry/representation related assistance

End to end assistance in relation to enquiriesand assessments, including representation before the Tax AuthoritiesAssistance in Special Valuation Branch (SVB) proceedingsFiling applications before Policy RelaxationCommittee in relation to the DGFT matters and representation in relation theretoAssistance in enquiries/ investigations,proceedings by the DRI

Health check, Due Diligence and other reviews

GST implementation services in case of newlyset up organizations, review of the GSTimplementation in case of old organizations Conducting Health Checks / Due diligence reviews/ Credit reviews to identify planning opportunities and optimizing the overall indirect tax incidence

Litigation Services

Preparation of application for obtaining of advance ruling and representation before the Authority for Advance Ruling/ Appellate Authority of Advance RulingDrafting replies to show-cause notices and appeals, including representation before Adjudication and Appellate ForaRepresentation before Indian tax authorities/appellate forums and developing strategies for speedy and expeditious disposal of legal mattersAssistance in preparation of case in connection with proceedings before High Courts and / or Supreme Court of India and assisting the Senior Counsel in representation before the Court

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Due Diligence

Our team of experts provides a complete range of litigation support services

Our Key Service Offerings:

Developing and implementing strategies for quick resolution of issues.Representation before Indian tax authorities and various appellate forum such as Commissioner (Appeals), Appellate Tribunals. Assistance in preparation and representation of case before High Courts and Supreme Court of India Assistance and representation in relation to the Advance Rulings

We provide comprehensive due diligence services involving Business, Financial, Tax and Legal diligence (either in house or through our network partners) to identify idiosyncratic business & financial risks and opportunities.

Our Key Service Offerings:

PlanningUnderstand the business. Understand the deal drivers. Desktop research.Develop information requirement checklist.

Historical AnalysisFinancial analysis of past performance. Quality of earnings and net assets base.Accounting policies and practices. Link to audited numbers.

Visualize FutureAnalysis of assumptions and business drivers.Trend Analysis.Sensitivity Analysis.Management discussions.

Litigation Support

Entry and Exit - Strategy and SupportProviding complete hand holding support forincorporating Companies, LLPs, Partnerships,Societies, Trusts, branch/ liaison, project officesetc including their winding up / closure

Choice of Funding options Providing assistance in identifying the investmentoptions such as Equity, Debt (ECB/ NCDs), CCD,CCPS available to the company, analysis toadvise pros and cons under each option alongwith our recommendation and implementationsupport

Analyzing Regulatory Provisions relating to Foreign Direct Investment Policy, Local Statutoryrequirements, operational and business licenses,Social Sector (Non-Profit Foundations), OverseasDirect Investment, Foreign Exchange Trade,Incentivised schemes of Central and StateGovernments

Obtaining Statutory Business licenses/Permissions/ Registrations from Central / State Government Ministries & Departmentssuch as obtaining approvals for

Indian regulatory environment is evolvingcontinuously, requiring concurrent support of experts.

Our Key Service Offerings:

receiving Foreign Direct Investment (FDI) in regulatedsectors / beyond sectoral caps

carrying on the business as a Non-Banking FinancialCompany, Collection Agent in India, PaymentSystem in the form of a pre-paid wallet from RBI

obtaining licenses from nodal ministries such asDepartment of Telecommunications, Ministry ofInformation and Broadcasting, Start-up Registrationsfrom DPIIT, FSSAI Registrations, permissions underLegal Metrology Act, registrations under Drugs andCosmetics Act, receipt of foreign donations underFCRA, 2010 etc

Setting-up assistance for operating a Factory underthe Factories Act including obtaining Labor lawRegistration such as Shops & Establishment,Professional Tax, PF, ESI, environmental clearances,No Objection certificates from statutory authorities

Obtaining approval from Central and StateGovernments under incentive schemes

to encourage manufacturing of eligible productssuch as electronics, bulk drugs and medical devices.Subsequent to approval, we also assist in obtainingdisbursement from the Government under respectivescheme(s).

Representation services such as Compounding matters before Reserve Bank of India, EnforcementDirectorate proceedings, Industry representations,Condonation for Company Law matters beforeRegional Directorate/ National Company LawTribunal, Clarifications from regulators

Regulatory Services

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Secretarial & Company Law Support providinghandholding support for secretarial compliances onretainership; Compliance Management; Drafting ofresolutions, Minutes, Memorandums, Articles/Byelaws; Certification; filing of returns etc.

The need for business and financial restructuring and increased competition among domestic and global conglomerates has acted as a catalyst to spur Mergers & Acquisitions activity in India.

Our Key Service Offerings:

Group restructuringincluding form of corporateorganization (corporate, limitedliability partnership, partnership),shareholding rationalization and familyarrangement.Advice on capital and financial structuringfor balance-sheet management, fund raising,exit strategy, cash repatriations and business tax planning.Transaction advisory including mergers,acquisitions, de-mergers and business taxplanning involving issues relating to direct tax, indirect tax, corporate laws, stamp-duty issues, FEMA and Competition Commission of India.Domestic and cross border business and / or corporate acquisition strategy involving valuations, due diligence (financial, tax and legal),negotiations financing, documentation support & transaction management.Formulating ESOP plans and advising efficient implementationBusiness valuations & financial modelling.

Mergersand Acquisitions

Corporate and business restructuring involving business consolidations and/or divestment for value accretion, unlocking value and future fund raising.

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Business Valuation

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Valuation as a practice requires high level ofexpertise. It is the direct link between the results of our work and the price a buyer or seller may pay or receive. Our analyses are suitable for a range of needs including purchase or disposal of investmentinstruments, financial reporting, performancemeasurement, raising debt or equity, loan reviews, strategic planning, reducing costs or maximizing value.

Importance of Valuation Reports

Obtaining a fairness opinion on transaction to satisfy regulatory requirements or corporate governance concernsIndependent and objective advice, to determine the right price to pay or accept for a businessValuations of businesses, shareholdings,unquoted debt or equity instruments, goodwill, know-how, brands and other intangible assetsReliance on our opinion by the parties transacting or regulatory authorities such as SEBI, RBI and Income Tax authoritiesAdvice for Joint Ventures / Alliances on equitysplits at formation or exit in an independent or advocate role

Identify Details of Transaction andBusiness / Assets to be Valued

Our Valuation Approach:

Business Details including Products,Markets, Management and Financial data.Valuation Details - which includes Business / assets, Tangible / intangible and Ownership.

Support for litigation or arbitration, particularly expert witness and adjudication work in business valuation disputesPurchase Price Allocation for IFRS & US Impairment review of assets for IFRS & USGAAPGAAPInternational Investments includinghighly-leveraged businesses

Conduct Market Research & AnalysisIndustry structure and competitive landscapeBusiness risks and opportunitiesRegulatory issuesCompetitive positionMarket and environment trends

Determine Appropriate ValuationMethodology (ies)

Collating information.Methodology: which includes Assets,Earnings, DCF, Dividends and Comparable Trans-actions.

Review Comparable Transactions/ Market Multiples

Transaction analysis of ComparableBusinesses.Comparable Public Companies.Analysis of deals under negotiation.

Finance forms a basic ingredient for any growth objective. We have the right blend of people with requisite skills to render corporate finance services.

Our Key Service Offerings:

Fund raising — Venture capital and private equity.Advisory to Private Equity funds on fundorganization, identification of opportunities, due diligence, negotiations, documentation support and transaction management services.Debt and private equity syndication.Structured Finance.Domestic or cross border mergers & acquisitions and joint venture financing.Structured products for promoter financing.Infrastructure, real estate funding, asset financing, project financing.Structured products for balance sheet, capital structure & liquidity management.Convertibles, ECBs & equity linked products.Business valuations & fair value opinion.

Global MobilityServices

We assist and advise multi-national corporations in dealing with challenges and complying with laws on in-bound assignments of expatriate employees across the globe, specifically with reference to Indian taxation and social security laws.

Our advisory and assistance specifically includes advisory on tax implications of secondmentarrangements, withholding income tax implications and computations, implications under Provident Fund/ Social security provisions applicable for international workers and correspondingcomputation of tax liability at the time of contribution and withdrawal, availability of any tax treatybenefits, assistance in necessary tax fillings,representation before income tax authorities and appellate authorities, eyc.

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CorporateFinancial Advisory

Private ClientServices

Our experienced Private Client Services team provides advisory, tax compliance and business tax planning services to high net worth individuals, their family offices, investment funds andindividuals involved in commercial transactions. With the businesses going global, people and capital are crossing borders more often than ever before, which brings them closer to the reach of tax authorities and legal enforcement. Having an advisor that offers complete range of financial and tax services in the jurisdictions where you have private and business connections is instrumental.

We also offer a wide variety of services that are associated with owning, managing and preserving businesses and wealth, including assetprotection, family governance services, estateand succession planning, sensitive wealthtransfers and philanthropic planning. Our goal is to ensure clients’ wealth is structured effectively for long-term preservation and in compliance with the demands of regulators. In this direction, we aim to provide more than just advice - werecommend solutions and help clientsimplement them.

THE SECRET OFSUCCESS IS TO DO THE COMMON THINGUNCOMMONLY WELL

JOHN D. ROCKEFELLER JR.

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Emerging Laws

EXCELLENCE/ PERFECTION IS NOT A DESTINATION;IT IS A CONTINUOUS JOURNEY THAT NEVER ENDS

BRIAN TRACY

We have the expertise and proficiency to help you navigate India’s dynamic and evolving regulatory environment. Several crucial reforms, policymeasures and landmark legislation have been introduced in recent years, including the Benami Transactions (Prohibition) Amendment Act, Black Money (Undisclosed Foreign Income and Assets) and Imposition of Tax Act, Real Estate (Regulation and Development) Act, Insolvency and Bankruptcy Code, and the Banning of Unregulated Deposit Schemes Ordinance, to name a few. Our team’s ongoing efforts to conduct active research in the evolving areas of these laws have helped us develop supreme and comprehensive expertise to identify the implications of such legislation for our clients, helping them thoroughly understand the subject, including the interplay with existing legislation and tackling the unique challenges emerging from novel laws.

Our Key Service Offerings:

Compliance: We provide assistance in undertaking the compliance mapped under the new lawincluding registration, certification requirement, aligning of documents, and compliance audits.

Advisory: We provideassistance in assessing the impact ofthe new laws on the business of companiesthrough evaluation of key parameters, preparation and updating of manuals / SOPs and undertakingcustomised internal trainings for organisational requirements to understand and assess thedynamics of the new law. We also work hand in hand with organisations in drafting anyrepresentations related to such emerging laws to be submitted to the Government or RegulatoryAuthority on issues impacting the organisation and assistance in representation before the officials/ Authorities.

Litigation support: Developing and implementing strategies for dispute resolution taking into account the dispute resolution manner specified under the new law, preparation of legal documentation andrepresentation before the Authorities.

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Nangia Andersen LLP DELHI(Registered Office)B-27, Soami Nagar,New Delhi-110017, IndiaT: +91 120 2598000

MUMBAI11th Floor, B Wing, PeninsulaBusiness Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai400013, India | T: +91 22 61737000

BENGALURUEmbassy Square, #306, 3rd Floor, 148 Infantry RoadBengaluru, Karnataka 560001T: +91-80-2228-0999

DEHRADUNFirst Floor, “IDA” 46 E. C. Road,Dehradun – 248001, Uttarakhand.T: +91 135 271 6300/301/302/303

NOIDA(Delhi NCR - Corporate Office) A-109, Sector 136,Noida - 201304T: +91 120 5123000

GURUGRAM812-814, Tower B, Emaar Digital Greens Sector 61, Gurugram, Haryana, 122102T: +0124-4301551/1552/1554

CHENNAIPrestige Palladium Bayan, Level 5, 129-140, Greams Road,Thousand Lights, Chennai – 600006T: +91 44 4654 9201

PUNEOffice number 3, 1st Floor, Aditya Centeegra, Fergusson College Road, Next to Mantri House,Pune – 411004, India

www.nangia-andersen.com

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