InGovern Research

Demergers unlock value but outcomes hinge on structure A recent article by @bsindia Standard highlights that demergers in India Inc have unlocked significant shareholder value, with 22 transactions between 2016 and 2024 delivering a 36% rise in combined market capitalisation and outperforming the Nifty 50. The study also underscores that while demergers help reduce holding company discounts and improve focus, outcomes vary based on structure and execution. InGovern Research Services noted, “Simplified pure-play structures tend to generate superior shareholder returns by improving transparency, sharpening strategic focus, and addressing the persistent holdco discount, which averages around 32% for operating-cum-holding companies. However, value creation is not uniform across all demergers, and outcomes can vary depending on the structure and execution of the transaction.” Read full article: business-standard.com/markets/news/d… #InGovern #CorporateGovernance #Demergers #ShareholderValue #IndiaInc #CapitalMarkets

A recent @moneycontrolcom report highlights that India’s startup IPO boom is undergoing a reality check, with eight out of 15 new-age listings from 2025 now trading below their issue price. The correction reflects a mix of market volatility driven by the West Asia conflict, aggressive IPO pricing during peak investor enthusiasm, and increased scrutiny of post-listing financial performance as companies begin reporting quarterly results. Insights from Mr. @reachShriram Subramanian, our Founder & Managing Director, highlight that the IPO market over the past two years witnessed a sense of “mania,” with investment bankers pricing issues aggressively and investors expecting quick gains of 20–50%. He noted that while companies may present optimised financials ahead of listing, the true performance becomes evident only after they begin operating under normal conditions post-IPO, leading to a more realistic market reassessment. Read full article: moneycontrol.com/news/business/… #IPO #Startups #CapitalMarkets #CorporateGovernance #InGovern

UPL’s restructuring proposes a demerger of its global crop protection business (UPL Global) into a new listed entity, while Advanta Seeds and specialty chemicals remain as focused platforms within UPL. The move is a pure-play restructuring aimed at unlocking shareholder value and attracting thematic investors to more focused business platforms. Independent assessments by PwC and EY, along with a fairness opinion from JP Morgan, indicate that the proposed swap ratios are fair to public shareholders. Historical analysis of 22 corporate demergers shows that combined market capitalisation increased by an average of 36%, outperforming the Nifty50 by 16 percentage points, supporting the potential value-creation thesis. Strong deleveraging at UPL, with Net Debt/EBITDA falling from 4.6x in FY24 to 2.1x in FY25, with a target of 1.2–1.5x in the medium term. Despite an initial 14–15% share price dip, the restructuring could lead to valuation rerating similar to demerger successes like Raymond and Vedanta, supported by improving margins. InGovern Research Services views this restructuring as a strategic step towards simplifying the corporate structure while positioning the business for long-term value creation. Read full report : ingovern.com/post/upl-restr… #InGovern #UPL #CorporateRestructuring #Demerger #ShareholderValue #CorporateGovernance #CapitalMarkets #IndiaInc #EquityMarkets

UPL Global Integrated Operations to be Cost-Effective A recent report by @businessline highlights UPL Ltd’s proposal to reorganise its business by integrating global crop protection operations under UPL Global. The initiative is aimed at enhancing cost efficiency and simplifying the overall corporate structure. The demerger process is expected to conclude by Q2 FY2027, subject to necessary regulatory approvals. InGovern Research Services highlights that the proposed reorganisation is a constructive step towards unlocking shareholder value by establishing a focused global crop protection platform. The integrated model is expected to benefit from scale across key segments, supported by strong manufacturing, R&D, and specialty chemicals capabilities, which may help ensure cost stability and supply chain resilience. It further notes that the approach appears to be a relatively efficient and streamlined route compared to other alternatives, while preserving business linkages. From a governance perspective, the emphasis on independent boards, absence of overlap, and promoter lock-in is seen as a positive measure that could enhance transparency, minimise potential conflicts, and support long-term value creation. Read full article: thehindubusinessline.com/economy/agri-b… #UPL #CorporateGovernance #AgriBusiness #Demerger #ValueCreation #InGovern

Cybersecurity Risks that Boards Should Be Aware Of Tata Consumer Products recently informed the National Stock Exchange of India and BSE Limited that its official X account was compromised due to unauthorized access and was later recovered with the platform’s support team, with additional security safeguards implemented. Such incidents highlight a key governance risk for boards, as compromised corporate communication channels could potentially be misused to spread misinformation, create market rumours, or release price-sensitive information that may influence trading activity and raise concerns around insider trading. #CorporateGovernance #CyberSecurity #BoardOversight #RiskManagement #SEBI #ListedCompanies

The resignation of Peter Elbers as CEO of IndiGo and founder Rahul Bhatia stepping in as interim leader has sparked debate on leadership accountability and strategy at the airline. The development follows the December operational crisis and concerns around IndiGo’s shift away from its traditional low-cost carrier model, raising questions about restoring investor confidence and stabilizing operations. Sharing his insights on @CNBCTV18Live, our Founder & MD, @reachShriram Subramanian, along with Mark D Martin MRAeS, Founder & CEO of Martin Consulting LLC / Martin Consulting, examined the implications of the leadership transition. Mr. Shriram Subramanian highlighted the importance of timely accountability, noting that the management team responsible for the December operational crisis should have been held accountable much earlier and pointing to gaps in the company’s succession planning. He further observed that an airline of IndiGo’s scale should ideally have had a ready leadership transition rather than relying on an interim promoter-led arrangement. He also noted that Rahul Bhatia stepping in is a welcome move that could help stabilize the airline, rebuild relationships with regulators and stakeholders, and restore confidence as the company navigates its recovery. Watch the full CNBC-TV18 interview: drive.google.com/file/d/1R0Lz-B… #CorporateGovernance #IndiGo #LeadershipTransition #BoardAccountability #SuccessionPlanning #AviationIndustry #InvestorConfidence #InGovern

Leadership changes following operational crises offer important governance lessons for boards and management teams. Our Founder & MD, Mr. @reachShriram Subramanian, reflects on the resignation of the IndiGo CEO after the December 2025 operational disruption and highlights critical governance takeaways for boards from accountability and risk oversight to succession planning and regulatory compliance. He notes that while management must be accountable for operational failures, boards also have a responsibility to ensure effective risk oversight, robust succession planning, and a culture of regulatory compliance. The episode underscores the need for timely board action, transparent communication with stakeholders, and sustained focus on customer service, employee morale, and investor confidence during leadership transitions. Read the full article: cnbctv18.com/access/opinion… #CorporateGovernance #BoardOversight #LeadershipTransition #RiskManagement #SuccessionPlanning #InGovern

Linde India faces critical minority shareholder vote today Our Founder & MD, Mr. @reachShriram Subramanian, shared expert insights in @moneycontrolcom on the governance implications of Linde India’s proposed ₹417 crore related party transactions with Praxair India. As promoters holding a 75% stake cannot vote under SEBI rules, the resolution will be decided entirely by minority shareholders. Highlighting the regulatory framework governing such transactions, he explained: “In any shareholder voting pertaining to Related party transactions (RPTs), promoters cannot vote on the resolution. For the proposal to sail through, it would need approval from majority of minority investors. The spirit of regulation is very clear: RPTs worth more than 10% of consolidated annual turnover need to be approved by minority shareholders. If there are numerous small transactions, then the total value of the transactions with all related parties needs to be aggregated to determine if it crosses the 10% threshold." Read full article: moneycontrol.com/news/business/… #CorporateGovernance #MinorityShareholders #RelatedPartyTransactions #SEBI #ShareholderRights #InGovern

India’s commerce story is entering its next structural phase. The latest report by Boston Consulting Group estimates India’s e-commerce market will grow from $120–140Bn today to $280–300Bn by 2030, with nearly 440 million online shoppers. But the bigger insight? This is not an “online vs offline” story. • 9 in 10 online shoppers continue to shop offline • Smaller cities and middle-income consumers will drive the next wave • Quick commerce, vertical platforms and social commerce are scaling rapidly • Category-focused players now account for ~60% of online spends India’s model is clearly evolving toward connected commerce, where digital discovery, physical experience, fast delivery and multi-channel trust coexist. In this context, large, long-term capital commitments, including recently announced multi-billion dollar investments by leading platforms such as Amazon, signal confidence in the depth of India’s consumption engine and the need to build future-ready logistics, technology and seller ecosystems. The $300Bn opportunity will not be won by a single format or player. It will be built through infrastructure, innovation, and ecosystem collaboration. Read the full article: bcg.com/publications/2… #ConnectedCommerce #EcommerceIndia #DigitalEconomy #RetailTransformation

At Tata Sons, the decision on N. Chandrasekaran’s reappointment has been deferred following reported conditions proposed by Noel Tata. The concerns relate to the non-listing of Tata Sons and the performance of certain group companies. The development has drawn attention to board-level alignment and leadership structure within the group. Our Founder and MD, Mr. @reachShriram Subramanian, has shared his views on these boardroom developments with @CNBCTV18Live. He observed that linking the Chairman’s reappointment to the non-listing matter may not be appropriate, as the decision rests with the regulator. He also highlighted that performance metrics are best defined in advance and evaluated consistently over time. He further noted that separating the roles of Chairman and Managing Director would be a constructive governance step, though it need not be tied to the current reappointment decision. At present, he indicated that there is no direct impact on listed group companies, while adding that continued cohesion at the board level remains important for long-term stability. Watch the full CNBC-TV18 interview: drive.google.com/file/d/1C2gUCd… #CorporateGovernance #TataSons #BoardLeadership #GovernanceMatters #InGovern

The board of Tata Sons has deferred the reappointment of N. Chandrasekaran for a third term as Chairman. The move follows differing views within the board, including conditions reportedly linked to the company’s potential listing. Regulatory considerations with the RBI and discussions around group-level performance are understood to have contributed to the lack of unanimity. Our Founder & MD, Mr. @reachShriram Subramanian, shared his views on @ETNOWlive , observing that the deferment comes as a significant surprise, as one would ordinarily expect consensus on such an important leadership decision. He noted that linking the chairman’s reappointment to the listing question particularly when the regulatory decision rests with the RBI appears unusual and beyond the direct control of either the board or the chairman. He further emphasized that while boards are fully entitled to evaluate leadership performance, such assessments are best undertaken against clearly defined benchmarks over a longer time horizon. Raising performance considerations at the point of reappointment, without previously articulated parameters, may not reflect the most structured governance approach. A transparent, multi-year evaluation framework, he suggested, would be more appropriate in such cases. Watch the full ET NOW Interview: drive.google.com/file/d/1HPCXG7… #TataSons #CorporateGovernance #BoardMatters #InGovern #Leadership

Ola Electric: Governance and Strategic Concerns Intensify Declining revenues, shrinking market share, rising losses, and repeated downward revisions of break-even targets have raised serious concerns around strategy, execution, and governance at Ola Electric. Our Founder & MD, Mr. @reachShriram Subramanian, shared his perspective in the @FortuneIndia article, stating, "There is no stakeholder, employee, customer, or shareholder who are happy with the company. The employees face a toxic work environment, leading to a high employee turnover. Customers have been unhappy with the product quality and servicing right from the product launch.” He further added, “At some point soon, when the enterprise valuation becomes attractive, Ola Electric will become an acquisition target. That would likely be a good outcome for investors as the company can be revived under new ownership and management.” Read full article: fortuneindia.com/business-news/… #CorporateGovernance #OlaElectric #InGovern #EVIndustry #MarketInsights