VALUATION REPORT OF AKARA CAPITAL ADVISORS PRIVATE LIMITED

(Private and Confidential)

Valuation Report
Of
Equity Shares
Of
AKARA CAPITAL ADVISORS PRIVATE LIMITED
CIN: U74110DL2016PTC290970

Prepared By:
Mr. Subodh Kumar
(IBBI Registered Valuer)
Reg. No. IBBI/RV/05/2019/11705

Contact Details
Office:
210, 2nd Floor Wadhwa Complex
Street No-10, Laxmi Nagar New Delhi – 110092
Ph: +91 9354214767
Email Id: [email protected]

Valuation Date: 31st May, 2023

REPORT BY – SUBODH KUMAR, REGISTERED VALUER, DELHI 1

 VALUATION REPORT OF AKARA CAPITAL ADVISORS PRIVATE LIMITED

Date: 10th June, 2023

To
The Board of Director
M/s Akara Capital Advisors Private Limited,
60, Third Floor, Arjun Nagar Kotla Mubarak Pur
New Delhi North East DL 110003 IN

Dear Sir,

Subject:- Report on Valuation of Fair Value of Equity Shares/Convertible Securities.

M/s Akara Capital Advisors Private Limited have requested me Subodh Kumar, Registered Valuer ( ‘the
valuer’ ), to offer Share Valuation of Equity Share of Akara Capital Advisors Private Limited (‘ACAPL’ or
‘the Company’) for the purpose of proposed issuance of Equity Shares and Right Issue.

We understand that the objective for the exercise is to obtain an independent opinion on the share value
of the equity shares of the Company as on the valuation date for the purpose of proposed issuance of Eq-
uity Shares and Right issue.

Based on the information, material data made available to us, and working thereto, to best our knowledge
and belief, the methodologies used, the fair value of equity share of Akara Capital Advisors Private Lim-
ited as on 31st May, 2023 (‘Valuation Date’) is Rs. 20/-per share. A detailed Share Valuation Report is an-
nexed hereto.

Yours Sincerely,

SUBODH KUMAR
(Registered Valuer)
IBBI Regn- IBBI/RV/05/2019/11705
Cost Accountant
M.No. 39657

UDIN: 2339657ZZEB2IYTZUZ

REPORT BY – SUBODH KUMAR, REGISTERED VALUER, DELHI 2

 VALUATION REPORT OF AKARA CAPITAL ADVISORS PRIVATE LIMITED

Table of Contents

S.N. Topic Page No.

1. Purpose of the Report 4
2. Scope of the Report 4
3. Company Background Information 5
4. Capital Structure 5
5. Source of Information 5
6. Valuation Methods 6
7. Procedure adopted and valuation method 8
followed for assignment
8. Valuation 9

9. Disclaimer/Limitations on valuation of equi- 10

ty shares
10. Annexure 13

REPORT BY – SUBODH KUMAR, REGISTERED VALUER, DELHI 3

 VALUATION REPORT OF AKARA CAPITAL ADVISORS PRIVATE LIMITED

1. Purpose of the Report:

I Subodh Kumar, having a place of business at 210, 2nd floor Wadhwa Complex, street No-10, Laxmi Na-
gar New Delhi-110092, Registered Valuer under the Companies Act, 2013 and having its IBBI Regn. No.
IBBI/RV/05/2019/11705 (hereinafter referred to as (“Registered Valuer”) has been mandate by the
Board of Directors on behalf of the Company, Akara Capital Advisors Private Limited, a Company incorpo-
rated under the provisions of the Companies Act, 2013 and having its registered office at 60, Third Floor,
Arjun Nagar Kotla Mubarak Pur Na New Delhi North East DL 110003 IN (hereinafter referred to as “Pri-
vate Limited Company”) for valuation of its Equity Shares for the purpose of proposed issuance of Equity
Shares/Convertible Securities (herein after referred to as Proposed Investor) in accordance with the re-
quirement of Section 42 & 62(1)(c) of the Companies Act, 2013 and for any other basis as required for
determining the fair market price per share of the Companies Act, 2013.

The scope of services is to conduct the valuation of Equity Shares to determine the fair value in accord-
ance with internationally accepted valuation standards/ICMAI Valuation Standards for the limited pur-
pose of compliance under the Companies Act, 2013 and may not be used for any other purpose. Even
though the Fair value proposed here is said to true and fair as per underlying guidelines of valuation but
the valuation done here is not in accordance with rule 11UA of Income tax rules and it may be relied upon
in any such Income tax matters with required modification as per said rules.

Based on the Discussion with the management, we have considered the valuation cut- off date as closure
of business hours of 31st May, 2023.

2. Scope of the Report:

Our scope of services under this letter is restricted to the services specified in scope of work as above and
does not cover any other services including, illustratively, the following:

• Legal advice, opinion and representation in any form;

• Accounting and taxation matters, opinion and representation in any form;
• Any other certification services. Reliance would be placed on the information that may be provided by
the Company. We will not independently verify the accuracy of data provided to us for review. The valua-
tion in the present case involves valuation of Equity Share of the Company is not envisaged pursuant to
the Scheme. Therefore, this valuation is performed on a limited scope basis.

REPORT BY – SUBODH KUMAR, REGISTERED VALUER, DELHI 4

 VALUATION REPORT OF AKARA CAPITAL ADVISORS PRIVATE LIMITED

3. Company Background information:

M/s Akara Capital Advisors Private Limited, ("ACAPL" / "Company"), was incorporated on 11 th February,
2016 as a Private Limited Company vide registration No. 290970. ACAPL’s registered address is situated
at 60, Third Floor, Arjun Nagar Kotla Mubarak Pur New Delhi North East DL 110003 IN. Akara Capital
Advisors Private Limited is a Non-govt company and further Akara Capital Advisors Private Limited is
classified as a company limited by shares. ACAPL is incorporated and registered under its relevant statue
by the Registrar of Companies (i.e. ROC), ROC-Delhi.

4. Capital structure:
The authorised share capital of ACAPL as on 31.05.2023 is 40,00,00,000 equity shares of Rs. 10/- each
aggregating to Rs. 4,00,00,00,000 and Issued, subscribed and paid up share capital as on date is Rs.
2,70,55,93,310.

5. Sources of Information:
For the purpose of arriving at the Valuation, we have essentially relied on the information provided to us
by the Management which we believe to be reliable and our conclusions are dependent on such infor-
mation being complete and accurate in all material respect.

In particular, we were provided with the following information by the management for the purpose of our
value analysis:

1. Memorandum and Articles of Association of the Company.

2. Projected Financial Statements from FY 2023-24 to FY 2028-29.
3. Present Share Holding Pattern.
4. Provisional financials as on 31st May, 2023.

In addition to the above, we have also obtained explanations and other information as considered neces-
sary by us for our exercise from the management of Company.

6. Valuation Methods:
Commonly used valuation methodologies are as follows:

a) Net Asset Value Method

b) Discounted Cash Flow Method
c) Market Price Method
d) Comparable Company Multiples (CCM) Method

REPORT BY – SUBODH KUMAR, REGISTERED VALUER, DELHI 5

 VALUATION REPORT OF AKARA CAPITAL ADVISORS PRIVATE LIMITED

Deriving a value is influenced by the following factors:

- The objective or purpose of valuation
- The industry and business of the entities involved
- The commercial viability of the most appropriate method/s
- The unique facts of the case as relating to the entities involved
- The compliance of regulatory framework for the purpose of valuation
- Management decision on desired capital
- Dividend paying capacity

Each method proceeds on different fundamental assumptions which have a greater or lesser relevance
and at times no relevance, to a given situation. Thus, the methods to be adopted for a particular valuation
exercise must be judiciously chosen.

A. Net Asset Value (NAV) Method:

Valuation of shares on asset basis attempts to measure the value of net assets of a Company against each
share. This method is simply value based upon the accounting books of the business. Under this method,
the value of the company is considered in terms of the net assets of the company. In this method, we con-
sider all the assets of the company at their respective historical costs. All the assets, tangibles and intan-
gibles, as shown in the Balance Sheet are taken at book value. The explicit as well as off Balance Sheet
items are also taken into consideration. From the amount of value of total assets of the company, the val-
ue of total liabilities, if any, are deducted to arrive at Net Assets of the Company. In other way round, the
aggregate of Equity Shareholder’s Fund (i.e. the aggregate of Share Capital and Reserves) of the company
gives the Value of Business. The value obtained is then adjusted for Goodwill, if any.

In other words, the genesis of the method of valuation lies in the total assets that the Company owns. The
values of intangibles are excluded. Loan funds are deducted. The diminution, if any, in the value of assets,
not reflected in the accounts is deducted. Contingent liabilities, to the extent, that they impair the net
worth of the Company, are also deducted. The resultant figure represents the net worth of the Company
on the given day.

B. Discounted Cash Flow (DCF) Method:

The DCF Method is a good tool for valuation since it focuses on the company’s ability to generate cash,
which is actually what is important in the long run, both for the investors and for the existence of the
company itself. Another reason is that the Discounted Cash Flow model is widely used in practice in dif-
ferent adjusted forms.

REPORT BY – SUBODH KUMAR, REGISTERED VALUER, DELHI 6

 VALUATION REPORT OF AKARA CAPITAL ADVISORS PRIVATE LIMITED

This model allows one to adjust it to the characteristics that are applicable to the company one is analyz-
ing. The model is applied for analyzing a company on the basis of its historical performances and the per-
formance forecasted on which one applies the continuing (perpetuity) formula.

This valuation method based on free cash flow is considered a strong tool because it concentrates on cash
generation potential of a business. This valuation method uses the future free cash flow of the company
(after meeting all the liabilities) discounted by the firm's weighted average cost of capital (the average
cost of all the capital used in the business, including debt and equity), plus a risk factor measured by Beta.

The objective of the organization is to create wealth using existing and future resources. To create wealth,
present value of future cash inflows must exceed the present value of future cash outflows. The present
value of net inflows over the period gives valuation of the organization and after deducting liabilities if
any, the valuation attributable to the shareholders can be obtained.

In this method, the following factors are used:

 Determination of total inflow and outflow of funds i.e. future maintainable free cash flows, capital
expenditure to be incurred and change in net working capital
 Ascertaining the discount factor and taking into account the beta of the company
 Determining the enterprise value by summation of present value of cash flows and perpetuity
value and making necessary adjustments
 Determining the corresponding value of equity share by dividing the enterprise value from out-
standing number of equity shares

Under this method cost of operations and returns from the project for a considerable period in future
should be estimated. This method requires data regarding cash flow from the business. This implies that
cost of operations and returns from the project for a considerable period in future should be estimated.

C. Market Price Method:

The market price of equity share quoted on a stock exchange is normally considered as the value of equity
share of the Company, if such shares are frequently traded subject to speculative support that may be in-
built in the value of such shares. The market price also reflects the investors’ view of the ability of the
management to deliver a return on the capital it is using.

REPORT BY – SUBODH KUMAR, REGISTERED VALUER, DELHI 7

 VALUATION REPORT OF AKARA CAPITAL ADVISORS PRIVATE LIMITED

D. Comparable Company Multiples (CCM) Method:

Under CCM Method, value of equity shares of a company/business undertaking is arrived at using multi-
ple derived from valuation of comparable companies as manifest through stock exchange valuation of
listed companies. This valuation is based on the principle that market valuations, taking place between
informed buyers and informed sellers, incorporate all factors relevant to the valuation. Relevant multiples
need to be chosen carefully and adjusted for difference between the circumstances.

7. Procedure adopted and valuation method(s) followed for

the assignment:
A. Approach Considered in our Value Analysis:
(I) General Principle for Valuation:
There is no single definition of the term ‘Value’ that is suitable for all purposes or at all times. The value of
a particular asset may vary according to different valuation methodologies that are adopted to ascertain
the value for a specific purpose. Valuation of securities is an inexact science. It may sometimes involve a
set of judgments and assumptions that may be subject to certain uncertainties.

(II) Selection of Valuation Methodology:

The objective of the valuation process is to make a best reasonable judgment of the value of the shares of
the Company. There are several commonly used and accepted methods for determining the value of equi-
ty shares of a Company as described above, which has been considered in the present case, to the extent
relevant and applicable, including:

a. Net Asset Value (NAV) Method:

This valuation approach is mainly used in the case where the business is to be liquidated i.e. it does not
meet the going concern criteria or in case where the assets base dominate earnings capability. It is a
growing company and its substantial value lies in the future earnings. Therefore, in the present case, we
have not used NAV Method for the valuation.

REPORT BY – SUBODH KUMAR, REGISTERED VALUER, DELHI 8

 VALUATION REPORT OF AKARA CAPITAL ADVISORS PRIVATE LIMITED

b. Discounted Cash Flow (DCF) Method:

In general, the DCF method is strong and widely accepted valuation tools, as it concentrates on cash gen-
eration potential of business considering that this method is based on future potential and widely accept-
ed. Thus, in present case we have considered DCF Method for evaluation of equity Share of Akara Capital
Advisors Private Limited.

c. Market Price Method :

Equity Shares of the company are not traded on any stock exchanges and therefore, Market Price Method
is not relevant for the present valuation exercise. Hence, we have not considered this method for the val-
uation.

d. Comparable Company Multiples (CCM) Method:

We have not found any listed peers which can be compared with other company for considering its pro-
jected business model in coming few years due to nature of business, geographical differences and com-
parable size of the business at valuation date. Therefore, this method is not suitable in the present case
and accordingly we have not considered this method for our valuation exercise.

B. Basis for arriving at Fair Value of Equity Shares:

Based on the discussions in the preceding paragraphs w.r.t valuation methodologies as well as regulatory
requirements, we have considered DCF Method for the evaluation of Equity Shares of the company con-
sidering it as most appropriate method in the present case.

8. Valuation:
A. DCF Method:
The Management has provided us the financial projections for the period starting FY 2023-24 to FY 2028-
29. Based on the assumptions and business plans provided by the management, the ACAPL is valued on
Discounted Cash Flow basis. The Value per share of ACAPL is computed by dividing the outstanding num-
ber of shares from the Net Enterprise Value. The said Net Enterprise Value is computed by adding cash
and cash equivalents and subtracting the Debt as on 31 st May, 2023 from the Enterprise Value. The said
Enterprise value is derived by adding present value of free cash flows and perpetuity value.

REPORT BY – SUBODH KUMAR, REGISTERED VALUER, DELHI 9

 VALUATION REPORT OF AKARA CAPITAL ADVISORS PRIVATE LIMITED

The value per Share of Akara Capital Advisors Private Limited as per Discounted Cash Flow Meth-
od is as under (Detailed workings are attached as Annexure A to this report):

Particulars Amount
Present value for explicit period 1,642,152,514
Present value of perpetuity 12,077,431,173
Enterprise value 13,719,583,687
Add: Cash and Cash equivalent 645,105,158
Adjusted Enterprise value 14,364,688,845
Less: Long Term Debts 5,952,029,368
Enterprise value for equity shareholder 8,412,659,477
Less: Discount for Lack of Marketability 2,944,430,817
Adjusted Enterprise value for equity Shareholder 5,468,228,660
No. of Shares (in Nos.) 270,559,331
Value Per Share(Diluted) (INR) 20.21
Value Per Share (INR)(Round off)(Diluted) 20.00

Thus, in the given case, the fair value per share of ACAPL as per DCF method is Rs. 20.00/-per share.

B. Final Valuation of equity shares:

We have formed an opinion on the Fair Value of Equity Shares of Rs. 20.00 /-, based on the information
provided by the Management of the Company and our opinion is on 31st May, 2023.
The valuation is subject to the information as made available to us by the management and no specific
audit has been carried on the same.
The valuation is subject to the information as made available to us by the management and no specific
audit has been carried on the same.

9. Disclaimer/Limitations on the Valuation of Equity Shares:

Our report is subject to the scope of limitations detailed hereinafter. As such the report is to be read in
totality and not in parts. This report has been prepared solely for the purpose set out in this report and
should not be made available to any other person, distributed, published or reproduced (in part or oth-
erwise) in any other document whatsoever, without our written consent save and except for the limited
purpose of this report.

REPORT BY – SUBODH KUMAR, REGISTERED VALUER, DELHI 10

 VALUATION REPORT OF AKARA CAPITAL ADVISORS PRIVATE LIMITED

Our study did not include the following:-

 Any audit of the financial statements supplied by management and available at MCA site.
 Carrying out a market survey / technical and financial feasibility for the Business.
 Financial and Legal due diligence.
 Any other assurance advisory services in connection with the cash flow and valuation.

Our valuation is based on the premise that the information provided to us being complete and accurate in
all material aspect.

Our value analysis is based on the information made available to us by the management of the Company
and the information obtained by us from public domain as mentioned in the report. Any subsequent
changes/modifications/revisions (either positive or negative) to the financial parameters and other in-
formation provided to us, may alter the result of value analysis set out in this report, positively or nega-
tively.

Our work did not constitute an audit in accordance with Indian GAAP/ International Financial Reporting
Standards and all other applicable accounting practices and procedures and examination/review of in-
ternal controls or other attestation or review services. Accordingly, we do not express an opinion on the
information presented.

It may be noted that in carrying out our work we have relied on the integrity of the information provided
to us by the management and other than reviewing the consistency of such information, we have not
sought to carry out an independent verification, thereof.

We have reviewed the information made available to us for overall consistency and have not carried out
any detailed tests in the nature of audit to establish the accuracy of such statements and information. Ac-
cordingly, we assume no responsibility and make no representations with respect to the accuracy or
completeness of any information provided by management of the Company.

We have not carried out any independent verification of the accuracy and completeness of all information
as stated above. We have not reviewed any other documents other than those stated above. We have not
made any independent verification of the physical assets and accept no responsibility for the same.

REPORT BY – SUBODH KUMAR, REGISTERED VALUER, DELHI 11

 VALUATION REPORT OF AKARA CAPITAL ADVISORS PRIVATE LIMITED

It should be noted that for the purpose of determining Fair Value of Equity Shares of the company as on
Valuation date, we have not considered the impact of any events on the valuation of equity share which
have occurred post the date of the valuation except mentioned in this report.

Our scope of work does not include verification of data submitted by the management and has been relied
upon by us as such.

We understand that the management during our discussions with them, would have drawn our attention
to all such information and matters, which may have had an impact on our valuation. In this report we
have included all such information and matters as was received by us from the management.

This valuation report should not be regarded as a recommendation to invest in or deal in any form of se-
curities of the Company and should also not be considered as its final equity value.

The Management or related parties of the company, its Shareholders and its subsidiaries/ associates/
group companies are prohibited from using this report other than for its sole limited purpose and not to
make a copy of this report available to any party other than those required by statute for carrying out the
limited purpose of this report.

We will receive a fee for our services in connection with the delivery of this Valuation Report from the
company and our fee is not contingent upon the result of proposed transaction and suitability of valuation
to the company and other stakeholders.

This report is not meant for meeting any other regulatory or disclosure requirements, save and except as
specified as above, under any Indian or Foreign Law, Statute, Act, Guidelines or similar instructions. We
would not be responsible for any litigation or other actual or threatened claims.

In no event, will valuer and its employees, be liable to any party for any indirect, incidental, consequential,
special or exemplary damages (even if such party has been advised of the possibility of such damages)
arising from any provision of this engagement.

SUBODH KUMAR
(Registered Valuer)
IBBI Regn- IBBI/RV/05/2019/11705
Cost Accountant
M. No. 39657

UDIN: 2339657ZZEB2IYTZUZ

REPORT BY – SUBODH KUMAR, REGISTERED VALUER, DELHI 12

 VALUATION REPORT OF AKARA CAPITAL ADVISORS PRIVATE LIMITED

Annexure – 1

a) Steps to compute the value of share as per DCF method:

i) Free cash flow:

Valuation under DCF Method is based on the projections of the Company for the period starting from FY
2023-24 to FY 2028-29 (‘explicit period’) as provided to us by the Management. For the explicit period,
free cash flows from the business have been arrived at as follows:

 Earnings before interest taxes depreciation and amortization as per the projections have been con-
sidered as per the information and explanations provided by the management of the Company. While
arriving at the projections of FY 2023-24 and FY 2028-29 the various revenue and expense items are
considered on conservative basis.
 Estimated tax liability is been considered as per the projections provided by the management and has
been reduced to arrive at the free cash flows from the business.
 Fund requirements for incremental working capital and capital expenditure as per the information
provided by the Management; have been reduced from the cash earnings of the respective years so as
to arrive at free cash flow.
 The cash flows of each year are then discounted at the Weighted Average Cost of Capital (WACC).
WACC is considered as the most appropriate discount rate in the DCF Method, since it reflects both
the business and financial risk of the Company.

ii) Period considered for projections:

We have considered a period from FY 2023-24 to FY 2028-29 for the purpose of valuation so as to cover a
business cycle. Cash flow should reasonably capture the growth prospects and earnings capability of a
Company.

iii) Discounting Factor:

In determining the present value of the cash flows that are available to firm, the discount rate is used is
Cost of Capital of the Company i.e. Weighted Average Cost of Capital (‘WACC’). This reflects the opportuni-
ty cost of the Company.

REPORT BY – SUBODH KUMAR, REGISTERED VALUER, DELHI 13

 VALUATION REPORT OF AKARA CAPITAL ADVISORS PRIVATE LIMITED

WACC is arrived by using the following formula: -

= (Cost of Equity (Ke)*Equity Shareholders Funds/ Total Funds) + (Cost of Debt (Kd)*Debt/ Total Funds)
a. Cost of Equity (Ke)
It is determined by using Capital Asset Pricing Model (“CAPM”) as following: -
Equity Rate = Rf + [ E (Rm) – Rf ] * B
Where,
Rf = Risk free rate of return
E (Rm) = Expected rate of return
E (Rm) – Rf = Market risk premium
B = Beta

b. Cost of Debt (Kd)

It is calculated as following: -
Cost of Debt (Kd) = Interest rate * (1 – Tax Rate)

In the given case, Weighted Average Cost of Capital (‘WACC’) has been determined by us as follows:
Calculation of WACC Remarks
Particular Amount Weight Interest Rate Cost
Tax Rate 25.17%
Secured Loan 5952029368 0.68749 9.35% 7% Based on the current borrowing rate (as informed to us) by the management

Equity 2705593310 0.31251 33.61%

Total 8657622678 1
WACC 15.31%

Cost of equity: Remarks

Risk free rate 7.26% Based on broad six months average of daily YTM's of gilt bonds (with 10 year residual maturity)
Beta 1.00 We have considered Relevered beta of industry comparable companies from aswath damodaran databse for india
Market risk premium 6.35% Expected rate of return on the market portfolio
Company specific premium 20.00%
Cost of equity 33.61%

Market Expectation on
Equity Share 13.61%

 For the purpose of determining Risk free rate, yield on 10 years Government of India Securi-
ties/Papers (10 Year GS) has been considered i.e. 7.26%. ( Source - India 10 Years Bond - Historical
Data (worldgovernmentbonds.com))

Market Return (Rm) [Source: BSE Website]

BSE SENSEX (closing) as on January 02, 1991 999.26
BSE SENSEX (closing) as on May 31, 2023 62622.24
Time Period between January 02, 1991 and May 31, 2023 (in Years) 32.43
Compunded Annual Growth Rate (CAGR) of BSE SENSEX 13.61%

REPORT BY – SUBODH KUMAR, REGISTERED VALUER, DELHI 14

 VALUATION REPORT OF AKARA CAPITAL ADVISORS PRIVATE LIMITED

 For calculation of Market Return, we have considered. i.e. 13.61%. (Source:

http://www.investing.com/rates-bonds/india-10-year-bond-yield-historical-data).

 We have considered global beta of 1 since we don’t find any exact comparable companies.

 The long-term growth rate in developing countries is usually in the range of 3% to 6% for traditional
businesses. The terminal growth rate is an approximation that reflects the ongoing growth potential
of the company's cash flows, which is essentially dependent on factors such as historic growth rates,
industry dynamics factors and macroeconomic factors like long term GDP growth and the inflation
factors. Thus, we have considered the terminal growth as 3.00%.

iv) Perpetuity Value:

After explicit period, the business will continue to generate cash. In DCF Method, therefore, perpetuity
value is also considered to arrive at the enterprise value. For arriving at the perpetuity value, we have
considered the expected growth rate as 3.00% (as explained above) and weighted average cost of capital
as 15.31%.

v) Enterprise value:

The discounted perpetuity value is added to the discounted cash flows for the explicit period to arrive at
the enterprise value. Appropriate adjustments have been made of cash and cash equivalents and debt to
arrive at the Gross equity value. The value of cash and cash equivalents and debt represents the value as
on 31st May, 2023.

vii) Value per share:

The Net equity value so arrived above is divided by the outstanding number of equity shares to arrive at
the value per share.

REPORT BY – SUBODH KUMAR, REGISTERED VALUER, DELHI 15

 VALUATION REPORT OF AKARA CAPITAL ADVISORS PRIVATE LIMITED

b) Computation of value per share as per DCF Method:

Based on the foregoing, the computation of value of share as per DCF method is as follows:

Calculation of value per share:

Particulars FY2023-24 FY2024-25 FY2025-26 FY2026-27 FY2027-28 FY 2028-29

No. of months 10 12 12 12 12 12
Year ending 31-Mar 31-Mar 31-Mar 31-Mar 31-Mar 31-Mar
Inflow of funds
Net revenue 3,430,732,000 4,467,615,319 5,333,583,730 6,073,126,014 7,036,200,857 7,106,562,865
Operating EBITDA 1,735,041,519 2,567,632,098 3,175,754,321 3,664,095,499 4,421,871,475 4,230,800,545
EBITDA margin (%) 50.57% 57.47% 59.54% 60.33% 62.84% 59.53%
Inflow of funds 1,735,041,519 2,567,632,098 3,175,754,321 3,664,095,499 4,421,871,475 4,230,800,545
Outflow of funds `
Capital expenditure 70,000,000 80,000,000 90,000,000 90,000,000 90,000,000 100,000,000
Change in working capital 9,510,694,133 123,983,000 62,992,000 56,063,000 123,528,000 506,435,400
Income tax on PBIT 104,784,737 193,552,052 273,999,131 320,033,506 426,216,363 309,446,941
Finance Expenses 1,292,596,679 1,761,550,358 2,039,333,296 2,334,237,385 2,662,243,152 2,928,467,468
Outflow of funds 9,685,478,870 397,535,052 426,991,131 466,096,506 639,744,363 915,882,341

Net cash flows -7,950,437,351 2,170,097,046 2,748,763,190 3,197,998,992 3,782,127,112 3,314,918,204

Discounting factor 15.31% 89% 77% 67% 58% 50% 44%

Discounted cash flows -7,060,329,520 1,671,220,862 1,835,746,718 1,852,142,930 1,899,560,096 1,443,811,428
Present value for explicit period 1,642,152,514
Present value of perpetuity 3.00% 27,729,172,715 12,077,431,173
Enterprise value 13,719,583,687
Add: Cash and Cash equivalent 645,105,158
Adjusted Enterprise value 14,364,688,845
Less: Long Term Debts 5,952,029,368
Enterprise value for equity shareholder 8,412,659,477
Less: Discount for Lack of Marketability 2,944,430,817
Adjusted Enterprise value for equity Shareholder 5,468,228,660
No. of Shares (in Nos.) 270,559,331
Value Per Share(Diluted) (INR) 20.21
Value Per Share (INR)(Round off)(Diluted) 20.00
Notes: The basis for the assumptions in perpetuity is as follows:
A: The growth rate for terminal year has been assumed to be 3%.

B: EBITDA margin is estimated as average of EBITDA margin for FY2023-24 to FY2028-29.

REPORT BY – SUBODH KUMAR, REGISTERED VALUER, DELHI 16