TO WHOMSOEVER IT MAY CONCERN

VALUATION REPORT ON CALCULATION OF FAIR VALUE OF SHARES

OF .PRIVATE LIMITED
The Company ..Private Limited was incorporated on
with the Registrar of Companies NCT of Delhi & Haryana as
a wholly owned subsidiary of ... The main objects as set
out in the Memorandum and Articles of Association of the Company are:-
1. To carry on in India, or elsewhere whether directly or through
subsidiaries or in partnership or otherwise the businesses of
manufacturers, buyers, sellers, importers, exporters, wholesalers,
dealers, producer, agents (including C&F agents), franchisee,
brokers, distributors and factors of trade in all types of food, food
products, all kind of edible oils including but not limited to olive
oil, sunfower seed oil and grapeseed oil, all kind of dried fruits as
nuts, hazelnuts, almonds and popcorn, all kind of pickles and
olives, and all kind of vinegars and dressing sauces.
2.To conduct economic, fnancial and technical research for all
products, projects and services connected with the performance
organization and exploitation of the above defned business
mentioned in sub- clause (1) above.
As per RBI Notifcation No. FEMA 205 / 2010- RB, Dated April 7, 2010,
the Price of shares issued to persons resident outside India shall not be
less than the fair valuation of shares done by a SEBI registered Category
- I Merchant Banker or a Chartered Accountant as per the discounted
free cash fow method, where the shares of the company is not listed on
any recognized stock exchange in India.
As the shares of the ., being a private limited company is
not listed on any recognized stock exchange in India, the fair valuation of
shares is done on the basis of discounted cash fow method.
For calculation of fair value of shares the cash fow projection for 5 years
(i.e. from fnancial year 2010 to 2014) has been taken into consideration.
To calculate enterprises value WACC has been taken as 15% and Growth
rate as 5% and by applying these rates the total enterprise value has
come to Rs. 13,257,779/- (the detail calculation is given in Annexure-A)
To arrive on the fair value of shares, the total enterprise value is divided
by total number of shares of the company including fresh allotment of
shares. Since the company is frst time issuing its shares after
incorporation, the enterprise value is divided by the total number of
shares to be issued i.e. 15,00,000 (ffteen lacs)shares.
In view of the aforementioned calculation, the fair value of shares is Rs.
8.80 per share.