Corporate Restructuring and Group Reorganisation Advisory

Why corporate restructuring matters?

Over time, many organisations accumulate complexity: multiple companies, cross-holdings, legacy SPVs, overlapping businesses and funding structures that no longer fit current realities. In stressed situations, this is compounded by lender expectations and cash flow pressure.

Corporate restructuring and group reorganisation focus on reshaping:

• The legal and ownership structure of the group.
• How businesses and assets are housed across entities.
• The capital and funding structure (equity, debt and hybrids).
• The governance and decision-making framework among promoters and stakeholders.

Done well, restructuring can:

• Simplify complex group structures and improve transparency.
• Align legal and financial structures with business strategy.
• Unlock value ahead of investment, sale or listing.
• Support financial stability and lender confidence in stressed situations.
• Prepare family-owned businesses for succession and the next generation.

Done poorly, it can create tax and regulatory risk, stakeholder friction and prolonged uncertainty. The difference lies in rigorous option analysis, stakeholder alignment and disciplined implementation.

When to consider corporate restructuring?

Clients typically engage us for corporate and financial restructuring when one or more of the following is true:

• Complex or outdated group structure
  The group has multiple entities, cross-holdings or legacy SPVs, and management wants a simpler, more logical holding structure.
• Misaligned business and entity structures
  Businesses sit in entities that are not optimal for regulatory, commercial, funding or tax reasons.
• Need to unlock value before a transaction
  The group is preparing for a strategic investor, IPO, sale of a business, or merger and needs to clean up the structure and financials.
• Stressed financial position
  Lenders have concerns, covenants are under pressure, or the current capital structure is unsustainable and requires an integrated financial and business restructuring plan.
• Promoter or family-shareholder issues
  There are misalignments among promoters or family members, and a restructuring of ownership, roles or entities is needed to reduce friction and prepare for succession.
• Regulatory or governance expectations
  Regulators, auditors, boards or investors expect a clearer, more robust structure and governance model.

In many situations, a timely and well-planned restructuring can prevent more severe stress later.

Our corporate restructuring and group reorganisation services

We provide sector-agnostic restructuring advisory across business, legal and financial dimensions. Typical service modules include:

1. Group and holding structure simplification

We analyse your current group structure and:

• Map entities, shareholdings, cross-holdings and key contracts.
• Identify opportunities to simplify and rationalise entities.
• Propose alternate group / holding structures aligned to business lines and risk.
• Outline implications for regulation, reporting and governance.

The focus is on creating a structure that is easier to explain, manage and grow.

2. Promoter, shareholding and family business restructuring

In promoter- and family-owned businesses, we:

• Assess current shareholding patterns, voting rights and control mechanisms.
• Identify sources of misalignment or friction among promoters / family members.
• Develop restructuring options such as realignment of shareholding, creation of holding entities, and ring-fencing of businesses.
• Work with legal and tax advisors to translate agreed options into schemes and agreements.

Assignments are handled with high confidentiality and sensitivity to relationships.

3. Business portfolio and asset carve-outs

Where businesses or assets need to be separated or consolidated, we:

• Identify businesses or units suitable for carve-out, hiving-off or consolidation.
• Analyse operational, financial, tax and regulatory implications.
• Structure demergers, transfers or amalgamations in coordination with legal and tax advisors.
• Support preparation of business and financial plans for the restructured entities.

This is often relevant before a sale, JV, listing or introduction of a strategic investor.

4. Financial restructuring and debt reorganisation

For financially stressed or highly leveraged situations, we:

• Diagnose the underlying business and financial drivers of stress.
• Develop integrated financial restructuring plans (debt restructuring, rescheduling, potential haircuts) in alignment with business plans.
• Evaluate alternative funding structures and capital mixes.
• Support discussions with lenders and investors as an independent advisor, alongside your legal and banking teams.

The aim is to restore viability and create a credible path for lenders and promoters.

5. Pre-transaction and value-unlock restructuring

Before a strategic transaction, we:

• Review current structure, financials and governance from an investor’s perspective.
• Identify restructuring steps that can improve clarity and value for potential investors or buyers.
• Propose sequence and timing of steps to avoid transaction bottlenecks.
• Align restructuring work with broader transaction support (valuation, due diligence readiness, information materials).

This helps reduce surprises in due diligence and supports better valuations.

6. Succession, governance and shareholder frameworks

Working with family businesses and closely held groups, we:

• Clarify long-term ownership and management intent.
• Support design of governance frameworks (boards, councils, committees) that match size and complexity.
• Align business structure and shareholder arrangements with succession plans.
• Coordinate with legal advisors on shareholder agreements, family constitutions and related documents.

Our role is to provide an independent, structured view; legal documentation is handled by specialist counsel.

7. Implementation planning and transition support

Restructuring is not complete on paper.

We help:

• Develop phased implementation roadmaps, including approvals, filings and dependencies.
• Coordinate with legal, tax, valuation, audit and company secretarial teams on the client side.
• Address business continuity and communication issues during implementation.
• Support post-restructuring integration of business processes, reporting and governance.

Where needed, we link this with Organizational Restructuring, Turnaround Strategy, Workforce Restructuring and Business Process Re-engineering assignments.

How we work on restructuring assignments?

Each restructuring situation is unique, but our approach typically follows these stages:

1. Diagnostic and fact-finding

• Understand the strategic context and stakeholder positions.
• Map the current group, business and funding structure in detail.
• Review financial statements, loans, security structures and key contracts.
• Identify constraints (regulatory, contractual, tax, time).

2. Option development

• Develop restructuring options from business, legal, financial and governance perspectives.
• Include multiple alternatives where viable (for example, different holding structures or funding mixes).
• Highlight implications for each stakeholder group.

3. Evaluation and stakeholder alignment

• Evaluate options on criteria such as strategic fit, feasibility, tax and regulatory implications, cost, timeline and stakeholder impact.
• Facilitate discussions with promoters, boards, lenders and key advisors to move towards an agreed direction.

4. Restructuring scheme and roadmap

• Translate the chosen direction into a concrete restructuring scheme and implementation roadmap.
• Define phases, sequencing and required actions (approvals, shareholder meetings, lender consents, filings).
• Assign responsibilities and indicative timelines.

5. Implementation support

• Work alongside client teams and external advisors during implementation.
• Help resolve issues as they arise and adjust the roadmap where needed.
• Support communication and change management within the organisation.

We remain independent but collaborative, ensuring restructuring decisions are grounded in both business logic and practical feasibility.

Representative corporate restructuring mandates

Members of the Hmsa team have supported restructuring and reorganisation assignments across sectors. Illustrative examples include:

Utility and infrastructure restructuring

• Financial and organisational restructuring for a state power utility, including business planning, financial restructuring plan and support in discussions with lenders and government stakeholders.
• Restructuring support for infrastructure entities looking to rationalise assets and improve financial sustainability.

Industrial and manufacturing groups

• Business and financial restructuring for a listed manufacturing company, including options for demerger and realignment of product lines into focused entities.
• Group-level restructuring for a diversified industrial group, aimed at simplifying structure, clarifying ownership and preparing for future investment.

Public sector and institutional restructuring

• Advisory support for restructuring exercises in public sector entities and institutions, balancing commercial realities with policy and stakeholder expectations.
• Evaluation and structuring of options for reorganisation and institutional strengthening in government-linked organisations.

Who we work with?

• Promoters and family business groups seeking to simplify structures, prepare for succession or unlock value.
• CXOs and boards of mid-sized and large companies facing structural or financial stress.
• Investors and lenders needing an independent restructuring view in complex or multi-stakeholder situations.
• Public sector and quasi-government entities undergoing restructuring or institutional reform.

Assignments are handled with strict confidentiality and a clear understanding of sensitivities around ownership, control and jobs.

How Hmsa can help?

If you are contemplating changes to your group or financial structure – whether to simplify, unlock value, address stress or prepare for succession – Hmsa Consultancy can act as your independent restructuring advisor. We bring together strategic, financial and organisational perspectives, work collaboratively with your legal and tax advisors, and help design and implement restructuring plans that are realistic and defensible. To explore whether a structured restructuring exercise is appropriate for your context, you can contact us for a confidential, focused discussion with our senior team.