ISM Profile - Jan 2018 Profile - Jan 2018.pdf · Directors: Diarmuid McAuliffe, Bipin Jha & Timothy...

Directors: Diarmuid McAuliffe, Bipin Jha & Timothy D Freeman.

Non-Executive Directors: John W Cutts & Jonathan JL Driscoll

Company Registration Number 563152 Registered Office: 2 Argyle Square, Donnybrook, Dublin 4, Ireland Insomast Management Ltd is a wholly-owned subsidiary of Insomast (Holdings) Ltd *

Company Profile

Insomast Management Ltd (ISM) 1. Structure and purpose of the ISM Group 1.1. Insomast (Holdings) Ltd (“HoldCo”) is registered in Dublin, Republic of Ireland under

Company Number 563152. 1.2. Insomast Management Ltd (“ISM” and jointly with Holdco the “ISM Group”) is a wholly-

owned Indian subsidiary of HoldCo. ISM will seek ISO 9001 (2015) for the benefit of all stakeholders involved in those transactions it pursues.

1.3. The ISM Group comprises of experts from the fields of finance, renewable energy and

real estate and has been created as a vertically integrated international investment man-agement platform with access to substantial sources of capital funding, aligned with ded-icated in-house operational expertise providing an unrivalled offering within the Indian telecoms, renewable energy and infrastructure market.

1.4. HoldCo invests in partnership with its institutional investor partners to enhance the value

of the projects secured locally by ISM, which sources and develops new investment pos-sibilities in this sector and closely monitors ISM Group’s existing portfolio of completed installations.

1.5. ISM Group’s aim is to build upon management’s close working relationships with the In-

dian tower companies to become the largest installer of hybrid power solutions in the

ISM Insomast Management Ltd.

Top Floor, Sco 77 Gilco Valley, Kharar, Punjab 140301, India

Tel.: +91-160-5000158 Mobile: +91-9888697313

e-mail: [email protected]

2 Directors: Diarmuid McAuliffe, Bipin Jha & Timothy D Freeman.


Company Registration Number 563152 Registered Office: 2 Argyle Square, Donnybrook, Dublin 4, Ireland Insomast Management Ltd is a wholly-owned subsidiary of Insomast (Holdings) Ltd”

Indian sub-continent, whilst developing associated renewable energy and long-tem fund-ing solutions for large-scale applications across the market.

1.6. ISM will be working with existing, proven companies in the sector, to ensure the opera-

tional efficiency and security of our sites are maintained to the highest levels and so to ensure clarity of service and dependability of returns for all of ISM Group’s partners. Our Group Handbook and Policies Documents are available on request.

2. ISM Group’s business plan

2.1. ISM Group has been formed to provide an institutional-quality gateway for international

capital investors seeking to participate in the developing infrastructure opportunities aris-ing from the need to service the Indian sub-continent market’s growing demand for the provision of solar photo-voltaic / battery hybrid energy solutions for off-grid and partial-grid mobile phone telecoms masts.

2.2. ISM Group has internally funded the installation of an initial 7 towers with TVI Pvt Ltd,

permitting it to perfect its internal procedures and to demonstrate a local sourcing and on-going management capability in this growth market sector. These 7 trial sites are fully funded and operational, under initial 7-year contracts. On the strength of this initial track record, ISM Group’s Board expects to be in a position within some 6 months to secure substantial follow-on capital commitments from the institutional investment partners with whom the Board is in regular contact for its other activities.

2.3. ISM Group’s target is to have sourced, funded and delivered in excess of USD 100 Million

of gross assets, which it would continue to manage long-term, within an initial period of ca 3 years. Thereafter, the company business plan calls for substantial on-going growth, with the expectation of a diversification into tower ownership and further related invest-ment and service areas. This may lead to the acquisition of shareholdings within best-of-breed local service providers in specialist fields in due course, as a way of keeping pace with the expected momentum growth of the portfolio’s growth, whilst maintaining rigid budgetary and operational controls.

2.4. Through existing sector contacts and our own market research, we have identified that

the industry requires an energy solution in volume to reduce diesel emissions, mainte-nance and theft. There is also a demonstrable political will to assist in this transformation, at a time when mobile phone penetration in the Indian sub-continent is growing at over 20% year-on-year annually.




2.5. As a rapidly expanding economy with ever-increasing requirements for mobile telephony services, the need to provide a low carbon energy supply for the masts is increasing and no single company can service the whole industry due to the scale of operations required, as well as the level of capital injection needed to support this change in the underlying infrastructure of India.

2.6. Whilst technology is ever moving forward, currently we believe that the hybrid renewable-

focused approach delivers the best solution for both the tower companies and our inves-tors.

2.7. ISM has been deliberately structured “management heavy” at Board level as we see the

primary challenge going forward in the up-scaling of operations on a national level. In order to become the “go-to” company in this sector, it is vital that we have an efficient organisational structure and growth programme in place from day one.

2.8. The Board of Directors brings vast international experience and expertise to building up

such companies. Key to this is access to international infrastructure funds and investment partners who can provide funding on a level that enables ISM to become an important sector business. With our strong Indian team and partners, we offer a unique combination of skill sets that will deliver a first-class service.

2.9. From the outset, ISM will be seeking ISO 9001 (2015) standards, for which Bipin Jha has

already achieved accreditation in London, from the outset. Our aim is to achieve the cur-rent standard (2015) within 12 months. This will demonstrate to all stakeholders that we have robust, auditable management and operational procedures in place that will help us deliver a first-class service to our stakeholders.

2.10. Our key collaboration with Preserve Tele India means that we can deliver a proven track

record for on-going site maintenance, security and monitoring to ensure that assets are maintained at their highest level throughout the term of our contractual obligations and beyond.




1) ISM Group’s Board ISM Group currently has five Group Board members: There are five Board members: Bipin Jha Joint Managing Director - Group

Bipin grew up in Kolkata and has wide and varied business experience in his home country as

well as London. He has owned and managed businesses in the environmental and renewable energy sectors in both countries over the last 8 years. Bipin will be primarily responsible for the Indian operations.

Tim Freeman MBA Joint Managing Director - Group




Tim owns and runs two companies in the UK, concentrating on energy efficiency in the built environment. Tim acquired his MBA from Westminster University in 1998 and has worked with Bipin on numerous renewable energy projects in the UK and has experience from do-mestic installations to commercial size PV fields. Tim’s role is to oversee the organisational and strategic development of ISM, brand management and development, working alongside Bipin and the other board members. Bipin and Tim are the core management team in India of Insomast Management Ltd, supported

by the local team and with back-up from the Group Board. Jonathan JL Driscoll NED Ireland CEO of the Bream Real Estate Group www.breamrealestate.com

Jonathan has 30 years’ experience of direct and indirect real estate investment, development

and management and has lived in 5 European countries. He ran market-leading office and retail projects in France & Germany, developed the first logistics park in Czech and co-founded the e-Shelter data-centre business on the largest campus in Europe housing the ECB, as well as sourcing, controlling and reporting on equity investments into property transactions, management companies, cinema chains and other operat-ing businesses.

Since 1998, Jonathan has sourced, executed upon business plans and co-invested with hedge

funds and other institutions in value-investment and event-driven strategies throughout Europe. In 2007, he founded the Bream Real Estate Group of asset management busi-nesses and now has local teams in 10 countries, acting as the local property specialist teams alongside institutional capital partners for value-add and opportunistic transac-tions, with a deep understanding of institutional-quality reporting requirements.




Jonathan has a track record of growing start-up businesses in many fields and geographies, as well as demonstrating a keen sense of market timing and a substantial network. He has been instrumental in the early-stage investment and management of operational start-ups in the healthcare, data storage, solar energy and tourism/leisure sectors.

Jonathan serves as a non-executive Director of various private property investment vehicles

on behalf of institutional capital partners. He is Adviser to Pall Mall Capital, Mespil Private Equity and to the Sonar Cuban tourism business. He stepped down as NED of Oneview Healthcare PLC immediately prior to its IPO on the Sydney Stock Exchange in March 2016. He holds a BA (Hons) from King's College London, is a Member of the Royal Institution of Chartered Surveyors (MRICS) and an FCA-qualified Corporate Fi-nance Rep.

Diarmuid McAuliffe Director - Ireland (www.mespil.ie)

Diarmuid has worked at a senior level within banking and financial services for over 25 years.

Within international banks, he covered credit card services and retail banking including mortgage lending with a primary focus on commercial leasing and asset finance.

In 2002 he set up his own bespoke finance house, building up a portfolio of commercial clients

with diverse borrowing, property investment and equipment leasing requirements and has closed transactions across Europe as well as in US and China. In many of these transactions, Diarmuid has remained actively involved in preparing exit events on behalf of clients. His particular focus has been in the property, healthcare and renew-able energy sectors. His strong banking connections in Ireland and internationally have been a key element of his success.

In 2012 Diarmuid joined forces with Jonathan Driscoll and set up the Irish wing of the Bream

Real Estate Group. Through this venture they have become involved in several large




property transactions acting as the local property specialists adding value to programmatic and opportunistic investment partnerships.

Diarmuid has a strong entrepreneurial bias and is currently a Director and shareholder in

several companies including the Arizun Property Funds, Solar Ventures and Mespil Private Equity. Diarmuid is a graduate of the Dublin Institute of Technology and a Fellow of the Sales Institute of Ireland. He is an Approved Product Advisor with accreditation from University College Dublin.

John W Cutts NED Ireland Pall Mall Capital Limited www.pallmallcapital.com

Chief Executive and Founder, Pall Mall Capital, London With over 30 years in the business, John has a wealth of experience as an international in-vestment banker. His particular focus is on the execution of complex cross-border transac-tions. He is currently completing deals in Germany, the UK and China. After starting work as an engineer at Rolls Royce and a period in European property asset management, John joined Amsterdam Rotterdam Bank where he worked with George Loudon (who is now non-Executive Chairman of Pall Mall Capital) before becoming Manag-ing Director & Head of Corporate Finance at EBC Amro Bank in 1985. Following a period as Executive Director of European Mergers & Acquisitions at Samuel Montagu & Co, John was appointed Head of European Corporate Finance at the West LB Group. John then acquired and re-capitalised Pall Mall Capital in 2000 together with George Loudon as the non-Executive Chairman.




John has a degree from the University of Sussex and an MBA with distinction from INSEAD. John sits on INSEAD’s International Council. He is also: Chairman of Integrity Action (NGO tackling corruption) Chairman of MIE Medical Research Limited (Measuring Human Fitness) Chairman of Aliquantum plc (South Eastern European Hydropower) Languages spoken: English, German, French, Dutch John is extremely well known in the City of London having enjoyed a long career in finance. We will be looking to secure substantial Phase 2 funding via the London and international markets, using John’s expertise. 2) ISM Group’s business plan

ISM Group has been formed to provide an institutional-quality gateway for international capital

investors seeking to participate in the developing infrastructure opportunities arising from the need to service the Indian sub-continent market’s growing demand for the pro-vision of solar photo-voltaic / battery hybrid energy solutions for off-grid and partial-grid mobile phone telecoms masts.

ISM Group has internal funding ready for the installation of an initial 50 towers, permitting it to

perfect its internal procedures and to demonstrate a local sourcing and on-going man-agement capability in this growth market sector. On the strength of this initial track rec-ord, ISM Group’s Board expects to be in a position within some 6 months to secure substantial follow-on capital commitments from the institutional investment partners with whom the Board is in regular contact for its other activities.

ISM Group’s target is to have sourced, funded and delivered in excess of USD 100 Million of

gross assets, which it would continue to manage long-term, within an initial period of 3-5 years. Thereafter, the company business plan calls for substantial on-going growth, with the expectation of a diversification into tower ownership and further related invest-ment and service areas. This may lead to the acquisition of shareholdings within best-of-breed local service providers in specialist fields in due course, as a way of keeping pace with the expected momentum growth of the portfolio’s growth, whilst maintaining rigid budgetary and operational controls.




Through existing sector contacts and our own market research, we have identified that the industry requires an energy solution in volume to reduce diesel emissions, maintenance and theft. There is also a demonstrable political will to assist in this transformation, at a time when mobile phone penetration in the Indian sub-continent is growing at over 20% year-on-year annually.

As a rapidly expanding economy with ever-increasing requirements for mobile telephony ser-

vices, the need to provide a low carbon energy supply for the masts is increasing and no single company can service the whole industry due to the scale of operations re-quired, as well as the level of capital injection needed to support this change in the underlying infrastructure of India.

Whilst technology is ever moving forward, currently we believe that the hybrid renewable-fo-

cused approach delivers the best solution for both the tower companies and our inves-tors.

ISM has been deliberately structured “management heavy” at Board level as we see the pri-

mary challenge going forward in the up-scaling of operations on a national level. In order to become the “go-to” company in this sector, it is vital that we have an efficient organisational structure and growth programme in place from day one.

The Board of Directors brings vast international experience and expertise to building up such

companies. Key to this is access to international infrastructure funds and investment partners who can provide funding on a level that enables ISM to become an important sector business. With our strong Indian team and partners, we offer a unique combina-tion of skill sets that will deliver a first-class service.

From the outset, ISM will be seeking ISO 9001 (2008) standards, for which Bipin Jha has al-

ready achieved accreditation in London, from the outset. Our aim is to achieve the cur-rent standard (2015) within 12 months. This will demonstrate to all stakeholders that we have robust, auditable management and operational procedures in place that will help us deliver a first class service to our stakeholders.

Our key collaboration with Preserve Tele India means that we can deliver a proven track record

for on-going site maintenance, security and monitoring to ensure that assets are main-tained at their highest level throughout the term of our contractual obligations and be-yond.




3) Our Service Company Partners. Preserve Tele India Pvt Ltd www.preserveteleindia.com 1026, Sector -15, Part-2 Gurgaon -122001, Haryana Ph: 124 4044461 E-mail: [email protected] Preserve is an established, respected business with a specialisation in providing facility man-

agement services to the telecoms industry across much of India. Their particular respon-sibilities include:

• 24 x 7 site security • Site monitoring and surveillance • On-site maintenance of the hybrid energy installations • Planned preventative maintenance of the equipment • Fuel management • Rent collections

Working closely with Preserve’s Managing Director Vikas Kumar, ISM anticipates aligning its

initial portfolio with Preserve’s regional penetration in order to deliver a cost-effective, well-managed and professional service to all of our stakeholders.

Collectively, we will work to local regulatory requirements, with the ultimate targets of (i) deliv-

ering zero down-time under all of our mast operation contracts and (ii) providing an ex-ceptional level of investment return and certainty to our capital partners.

5) Scope of Operations ISM is initially concentrating on the delivery of core services as follows:

• Site installation of hybrid PV energy systems to specification • Preventative and corrective maintenance • Annual maintenance of diesel generator set, hybrid-pv solution and associated equip-

ment




• Fuel (diesel) management and reduction • Electricity bill management • NOC • Site optimisation (of the power supply) • Site security and monitoring

We plan to develop our service offering once ISM is established as the preferred hybrid-en-ergy supplier, to encompass a complete tower service including:

• Site acquisition • Tower construction • Site construction • Site electrification

Our key collaboration with Preserve Tele India means that we can deliver a proven track rec-ord for on-going site maintenance, security and monitoring to ensure that assets are main-tained at their highest level throughout the duration of the contract. By: ISM Group Board Dublin, 20th January 2018

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