Satoshi Gate

Decision Console

WALK AWAY

Nothing on the table beats doing nothing.

Walk away, at Rs 0 Cr. It beats the partnership + stake by Rs 12 Cr.

Gate 1Open

RBI comfort

Drag hits controlling owners only.

Gate 2Open

Price

Entry at 14.0x is within the 16x ceiling.

Gate 3Open

Client consent

Clients stay under a minority holding.

Equity is bought only when all three are green. Otherwise we sign the partnership and stop.

Path comparison

Benefit-adjusted value of each route, Rs Cr

Full acquisition: raw Rs -4,283 Cr · adjusted Rs -4,283 Cr

Joint venture: raw Rs -548 Cr · adjusted Rs -548 Cr

Partnership + stake: raw Rs -12 Cr · adjusted Rs -12 Cr

Partnership only: raw Rs -27 Cr · adjusted Rs -27 Cr

Walk away: raw Rs 0 Cr · adjusted Rs 0 Cr

The verdict uses the benefit-adjusted figures.

The drag

The drag is 3.4x Liminal's entire revenue. The UPI fee covers 15 percent of it.

Net drag Rs 635 Cr · 132% of PAT · 99% of EBITDA

Stake detail

Ticket size: Rs 609 Cr
Tranche 1: Rs 308 Cr
Tranche 2 (month 12, by formula): Rs 301 Cr
Share of Paytm's cash: 6.8%
Entry multiple: 14.0x

Model buys both tranches and holds

exitYr1

Rs -177 Cr

step1Only

Rs -36 Cr

fullHold

Rs -12 Cr

Earnings per share

Rs per share, dashed line is the Rs 7.50 baseline

Churn

What Rs 4,000 Cr actually buys as clients leave

Churn	ARR kept	ARR lost	Price / Re kept	Of top-4 Rs 132 Cr
0.0%	Rs 220 Cr	Rs 0 Cr	Rs 18.2	0%
10.0%	Rs 198 Cr	Rs 22 Cr	Rs 20.2	17%
20.0%	Rs 176 Cr	Rs 44 Cr	Rs 22.7	33%
30.0%	Rs 154 Cr	Rs 66 Cr	Rs 26.0	50%
37.5%	Rs 138 Cr	Rs 83 Cr	Rs 29.1	63%
45.0%	Rs 121 Cr	Rs 99 Cr	Rs 33.1	75%
60.0%	Rs 88 Cr	Rs 132 Cr	Rs 45.5	100%

Break-even

Pre-tax strategic benefit needed each year

Partnership pays for itself

Rs 50 Cr8% of EBITDA

Stake earns 12 percent

Rs 109 Cr17% of EBITDA

Full acquisition justifies Rs 4,000 Cr

Rs 1,584 Cr248% of EBITDA

Growth required

Full-acquisition value against annual ARR growth

Full acquisition only breaks even at 41.8% annual ARR growth.