0% found this document useful (0 votes)
45 views

Joint Share Exchange Ratio Report

- SSPA & Co. and Finvox Analytics have been jointly appointed to recommend a fair equity share exchange ratio for the proposed amalgamation of Digicontent Limited, Next Mediaworks Limited, and HT Mobile Solutions Limited into HT Media Limited. - The companies operate in media, entertainment, and digital businesses in India, with HT Media Limited being the listed holding company of some of the other entities. - Valuations of the individual companies were performed to determine the appropriate share exchange ratio for the amalgamation, in accordance with relevant regulations and as going concern entities.

Uploaded by

Chulbul Pandey
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
0% found this document useful (0 votes)
45 views

Joint Share Exchange Ratio Report

- SSPA & Co. and Finvox Analytics have been jointly appointed to recommend a fair equity share exchange ratio for the proposed amalgamation of Digicontent Limited, Next Mediaworks Limited, and HT Mobile Solutions Limited into HT Media Limited. - The companies operate in media, entertainment, and digital businesses in India, with HT Media Limited being the listed holding company of some of the other entities. - Valuations of the individual companies were performed to determine the appropriate share exchange ratio for the amalgamation, in accordance with relevant regulations and as going concern entities.

Uploaded by

Chulbul Pandey
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
You are on page 1/ 15

SSPA & CO.

Finvox Analytics
Chartered Accountants
1st Floor, “Arjun”, Plot No.6A, FRN: 06-018-2019-00202
V. P. Road, Andheri (W), RVEN: IBBI/RV-E/06/2020/120
Mumbai – 400 058. INDIA. D15/15, Ground Floor,
Tel : 91 (22) 2670 4376 Ardee City, Sector 52
91 (22) 2670 3682 Gurugram, Haryana - 122011
Website: www.sspa.in Email: [email protected]

STRICTLY PRIVATE & CONFIDENTIAL

February 10, 2021

The Board of Directors The Board of Directors


HT Media Limited Digicontent Limited
Hindustan Times House, 18-20, Hindustan Times House (2nd Floor),
Kasturba Gandhi Marg, 18-20, Kasturba Gandhi Marg,
New Delhi – 110 001 New Delhi – 110 001

The Board of Directors The Board of Directors


Next Mediaworks Limited HT Mobile Solutions Limited
Unit 701A, 7th Floor Hindustan Times House, 18-20,
Tower-2, Indiabulls Finance Centre Kasturba Gandhi Marg,
Senapati Bapat Marg, Elphinstone Road New Delhi – 110 001
Mumbai – 400 013

Sub: Recommendation of fair equity share exchange ratio for the proposed amalgamation of
Digicontent Limited, Next Mediaworks Limited and HT Mobile Solutions Limited with HT
Media Limited

Dear Sir(s) / Madam(s),


We refer to the engagement letter dated February 01, 2021 whereby, SSPA & Co., Chartered
Accountants (hereinafter referred to as ‘SSPA’) and engagement letter dated February 01, 2021
whereby Finvox Analytics (hereinafter referred to as ‘Finvox’), have been appointed by HT Media
Limited (hereinafter referred to as ‘HTML’), Digicontent Limited (hereinafter referred to as ‘DCL’),
Next Mediaworks Limited (hereinafter referred to as ‘NMW’) and HT Mobile Solutions Limited
(hereinafter referred to as ‘HTMS’) to issue a joint report containing recommendation of fair
equity share exchange ratio for the proposed amalgamation of DCL, NMW and HTMS into HTML
with effect from opening business hours on April 01, 2020 (‘Appointed Date’) (‘hereinafter
referred to as ‘Proposed Amalgamation’).

HTML, DCL, NMW and HTMS are hereinafter collectively referred to as the ‘Companies’. SSPA and
Finvox have been referred to as ‘Valuers’ or ‘we’ or ‘us’ or ‘our’ and individually referred to as

Page 1 of 15
SSPA & CO.
Chartered Accountants

‘Valuer’ for the purpose of issue of this joint equity share exchange ratio report (‘Valuation
Report’ or ‘Report’).

1. SCOPE AND PURPOSE OF THIS REPORT


1.1 We have been informed by the management of the Companies (hereinafter collectively
referred to as the ‘Management’) that they are considering a restructuring proposal
pursuant to a composite scheme of amalgamation under sections 230 to 232 and other
applicable provisions of the Companies Act, 2013, including rules and regulations made
thereunder (hereinafter referred to as the ‘Scheme’). Subject to necessary approvals, DCL,
NMW and HTMS would be amalgamated with HTML, with effect from the Appointed Date.

1.2 In this regards, we have been appointed by the Companies to carry out the relative
valuation of equity shares of the Companies and to recommend the fair equity share
exchange ratio for the Proposed Amalgamation. The report is being furnished by SSPA and
Finvox in the capacity of Registered Valuer under section 247 of the Companies Act, 2013
which would suffice the requirements of Securities Exchange Board of India and
Companies Act, 2013.

1.3 For the purpose of this valuation, we have carried out relative valuations of the
Companies and the valuation is based on ‘going concern’ premise.

1.4 The report sets out our joint recommendation of the fair equity share exchange ratio and
discusses the methodologies and approach considered in the computation of the equity
share exchange ratio.

2. BRIEF BACKGROUND
2.1. HT MEDIA LIMITED
HTML is a public limited company domiciled in India and incorporated under the
provisions of the Companies Act, 1956. The company publishes ‘Hindustan Times’, an
English daily, and ‘Mint’, a Business paper and undertakes commercial printing jobs. The
company is also engaged into the business of providing entertainment, radio broadcast

Page 2 of 15
SSPA & CO.
Chartered Accountants

and all other related activities through its Radio Stations operating under brand name
‘Fever 104’, ‘Fever’ and ‘Radio Nasha’. The digital business of the company comprises of
various online platforms such as ‘shine.com’, etc.

The company derives revenue primarily from the sale of the above-mentioned
publications, advertisements published therein, by undertaking printing jobs and airtime
advertisements aired at the aforesaid radio stations. Equity shares of HTML are listed on
BSE limited (‘BSE’) and the National Stock Exchange Limited (‘NSE’). The standalone
revenue from operations of HTML for financial year 2019-20 was INR 1,225.51 crores and
profit/(loss) before tax was INR (-) 432.58 crores.

HTML also holds 74.40% equity stake in Hindustan Media Ventures Limited (‘HMVL’) and
~51% equity stake in NMW.

HMVL is engaged in the printing and publication of newspapers and periodicals in India.
HMVL’s product line includes Hindustan, a Hindi daily newspaper that provides news
relating to politics, business, entertainment, sports, and other general interests. Equity
shares of HMVL are listed on BSE and NSE.

2.2. DIGICONTENT LIMITED


Digicontent Group consists of DCL and its wholly owned subsidiary HT Digital Streams
Limited (‘HTDSL’). DCL and HTDSL collectively are engaged in Entertainment & Digital
Innovation Business. DCL is also a fellow subsidiary of HTML. The equity shares of DCL are
listed on BSE and NSE.

2.3. NEXT MEDIAWORKS LIMITED


Next Mediaworks Group consists of NMW and its subsidiary Next Radio Limited (‘NRL’)
and its step-down subsidiary Syngience Broadcast Ahmedabad Limited (‘SBAL’). NRL is
engaged in the business of FM broadcasting and presently has the "Radio One" FM brand
in 7 cities of the country being Delhi, Mumbai, Chennai, Kolkata, Bangalore, Pune, and
Ahmedabad. The company operates under frequency 94.3MHz in all its cities except for

Page 3 of 15
SSPA & CO.
Chartered Accountants

the city of Ahmedabad where it operates under the frequency 95 MHz.


The equity shares of NMW are listed on BSE and NSE. HTML owns ~51% equity stake in
NMW.

2.4. HT MOBILE SOLUTIONS LIMITED


HTMS is a public company domiciled in India and is incorporated under the provisions of
the Companies Act applicable in India having investment through HT Digital Media
Holdings Limited to carry out mobile marketing, social media marketing, advertising,
mobile CRM and loyalty campaigns, mobile music content, ring tones and integrates with
other media campaigns and strategies. HTMS has filed a scheme of amalgamation with
the National Company Law Tribunal, New Delhi Bench for merger of Firefly e-Ventures
Limited (‘FVL’), HT Digital Media Holdings Limited (‘HTDML’), HT Education Limited
(‘HTEL’), HT Learning Centers Limited (HTLCL’), India Education Services Private Limited
(‘IESPL’), Topmovies Entertainment Limited (‘TEL’) with itself, which is pending for final
approval.

As informed by the Management, the implementation of the above-mentioned scheme


of amalgamation will be a pre-condition for the proposed amalgamation of HTMS with
HTML. Accordingly, we have computed the value of HTMS on the assumption that the
amalgamation of the above-mentioned companies will be approved by NCLT. Post
implementation of the HTMS Scheme, HTML will hold ~99.41% equity interest in HTMS.

3. REGISTERED VALUERS
SSPA & CO., CHARTERED ACCOUNTANTS
SSPA & Co., Chartered Accountants, is a partnership firm, located at 1st Floor, Arjun
Building, Plot No. 6A, V. P. Road, Andheri (West), Mumbai - 400 058, India. SSPA is
engaged in providing various corporate consultancy services.

SSPA is a firm of practicising Chartered Accountants registered with The Institute of


Chartered Accountants of India (‘ICAI’). SSPA is also registered with the Insolvency and
Bankruptcy Board of India (‘IBBI’), as a Registered Valuer for asset class – ‘Securities or

Page 4 of 15
SSPA & CO.
Chartered Accountants

Financial Assets’ with Registration No. IBBI/RV-E/06/2020/126.

FINVOX ANALYTICS
Finvox Analytics is a registered valuer entity, located at D 15/15, Ground Floor, Ardee City,
Sector 52, Gurugram, India. Finvox Analytics is engaged in providing valuation services.

Finvox is registered with the IBBI, as a Registered Valuer Entity for the asset class –
‘Securities or Financial Assets’ with Registration No. IBBI/RV-E/06/2020/120.

4. SOURCES OF INFORMATION
The valuation exercise is based on the following information which has been received
from the Management and any information available in the public domain:
(a) Annual Reports / standalone audited financial statements of the Companies and
subsidiaries and associates of the Companies for the financial year (‘FY’) ended
March 31, 2020.
(b) Limited review standalone financial statements of the Companies and subsidiaries
& associates of the Companies for 6 months period ended September 30, 2020.
(c) Standalone financial projections of HTML, HMVL, HTDS, NRL and HTMS, as
provided by the Management.
(d) Scheme of amalgamation in relation to HTMS, Firefly e-Ventures Limited, HT
Digital Media Holdings Limited, HT Education Limited, HT Learning Centers
Limited, India Education Services Private Limited and Topmovies Entertainment
Limited with an appointed date of April 1, 2020.
(e) Draft Scheme of amalgamation.
(f) Other relevant details regarding the Companies such as their history, past and
present activities and other relevant information and data.
(g) Such other information and explanations as we required and which have been
provided by the Management including Management Representation.

5. SCOPE LIMITATIONS, ASSUMPTIONS, QUALIFICATIONS, EXCLUSIONS AND DISCLAIMERS


5.1. This report is subject to the scope limitations detailed hereinafter. As such the report is

Page 5 of 15
SSPA & CO.
Chartered Accountants

to be read in totality, and not in parts, in conjunction with the relevant documents
referred to herein and in the context of the purpose for which it is made. Further our
report on recommendation of fair equity share exchange ratio is in accordance with ICAI
Valuation Standards 2018.

5.2. This report has been prepared for Board of Directors of the companies solely for the
purpose of recommending a fair equity share exchange ratio for the Proposed
Amalgamation.

5.3. Valuation is not a precise science and the conclusions arrived at will be subjective and
dependent on the exercise of individual judgment. There is, therefore, no indisputable
single value. While we have provided an assessment of value by applying certain formulae
which are based on the information available, others may place a different value.

5.4. The Management has represented that the Companies have clear and valid title of assets.
No investigation on the Companies’ claim to title of assets has been made for the purpose
of this valuation and their claim to such rights has been assumed to be valid.

5.5. The draft of the present report (excluding the recommended fair equity share exchange
ratio) was circulated to the Management for confirming the facts stated in the report and
to confirm that the information or facts stated are not erroneous.

5.6. For the purpose of this exercise, we were provided with both written and verbal
information including information detailed hereinabove in para ‘Sources of Information’.
Further, the responsibility for the accuracy and completeness of the information provided
to us by the Companies/auditors/consultants is that of the Companies. Also, with respect
to explanations and information sought from the Companies, we have been given to
understand by the Management that they have not omitted any relevant and material
factors about the Companies. The Management has indicated to us that they have
understood that any omissions, inaccuracies or misstatements by the Management may
materially affect our valuation analysis/conclusions. Our work does not constitute an

Page 6 of 15
SSPA & CO.
Chartered Accountants

audit, due diligence or certification of these information referred to in this report


including information sourced from public domain. Accordingly, we are unable to and do
not express an opinion on the fairness or accuracy of any information referred to in this
report and consequential impact on the present exercise. However, nothing has come to
our attention to indicate that the information provided/obtained was materially
misstated/incorrect or would not afford reasonable grounds upon which to base the
report.

5.7. Valuation analysis and results are specific to the purpose of valuation and the valuation
date mentioned in the report as agreed with the Management.

Our recommendation is based on the estimates of future financial performance as


projected by the Management, which represents their view of reasonable expectation at
the point of time when they were prepared, after giving due considerations to commercial
and financial aspects of the Companies and the industry in which the Companies operate.
But such information and estimates are not offered as assurances that the particular level
of income or profit will be achieved or events will occur as predicted. As part of our
evaluation process we have evaluated the reasonableness of the projections prepared by
the Management and had discussion with the Management to understand the basis and
assumptions for the preparation of projections. Actual results achieved during the period
covered by the prospective financial statements may vary from those contained in the
statement and the variation may be material. The fact that we have considered the
projections in this exercise of valuation should not be construed or taken as being
associated with or a party to such projections.

5.8. A valuation of this nature involves consideration of various factors including those
impacted by prevailing market trends in general and industry trends in particular. This
report is issued on the understanding that Management has drawn our attention to all
the matters, which they are aware of concerning the financial position of the Companies
and any other matter, which may have an impact on our opinion, on the fair value of the
shares of the Companies including any significant changes that have taken place or are

Page 7 of 15
SSPA & CO.
Chartered Accountants

likely to take place in the financial position of the Companies. Events and transactions
occurring after the date of this report may affect the report and assumptions used in
preparing it and we do not assume any obligation to update, revise or reaffirm this report.

5.9. The fee for the engagement and this report is not contingent upon the results reported.
We have no present or contemplated financial interest in any of the Companies.

5.10. Our report is not, nor should it be construed as opining or certifying the compliance of
the proposed transaction with the provisions of any law including companies,
competition, taxation (including transfer pricing) and capital market related laws or as
regards any legal implications or issues arising in India or abroad from such Proposed
Amalgamation.

5.11. Any person/party intending to provide finance/invest in the shares/convertible


instruments/business of the Companies shall do so after seeking their own professional
advice and after carrying out their own due diligence procedures to ensure that they are
making an informed decision.

5.12. The decision to carry out the transaction (including consideration thereof) lies entirely
with the Management and our work and our finding shall not constitute a
recommendation as to whether or not the Management should carry out the transaction.

5.13. This Report is meant for the purpose mentioned in Para 1 only and should not be used for
any purpose other than the purpose mentioned therein. It is exclusively for the use of the
Companies and for submission to any regulatory/statutory authority as may be required
under any law. This Report should not be copied or reproduced without obtaining our
prior written approval for any purpose other than the purpose for which it is prepared.
In no event, regardless of whether consent has been provided, shall we assume any
responsibility to any third party to whom the report is disclosed or otherwise made
available.

Page 8 of 15
SSPA & CO.
Chartered Accountants

5.14. SSPA and Finvox, nor our partners and employees make any representation or warranty,
express or implied, as to the accuracy, reasonableness or completeness of the
information, based on which the valuation is carried out. All such parties expressly
disclaim any and all liability for/or based on or relating to any such information contained
in the valuation.

6. VALUATION APPROACH AND METHODOLOGIES


6.1. For carrying out this valuation exercise, we have requested and received financial
information from the Management, obtained relevant data from public domains, carried
out analysis, carried discussions with the Management to understand the business and
fundamental factors affecting the Companies and selected appropriate valuation
methodologies.

6.2. For the purpose of valuation, generally following approaches can be considered, viz,
(a) the ‘Market’ approach;
(b) the ‘Income’ approach; and
(c) the ‘Asset’ approach

6.3. MARKET APPROACH


Market approach is a valuation approach that uses prices and other relevant information
generated by market transactions involving identical or comparable (i.e. similar) assets,
liabilities or a group of assets and liabilities, such as a business.

Under this method, the value of the shares of a company is determined by taking the
average of the market capitalization of the equity shares of a recognized stock exchange
over reasonable period of time, subject to the element of speculative support that may
be inbuilt in the market price. But there could be situations where the value of the share
as quoted on quoted on the stock market would not be regarded as proper index for the
fair value of the share.

Page 9 of 15
SSPA & CO.
Chartered Accountants

6.4. INCOME APPROACH


6.4.1. Under the ‘Income’ approach, shares of companies are valued using ‘Discounted Cash
Flow’ (‘DCF’) Method.

6.4.2. Under the DCF method the projected free cash flows from business operations after
considering fund requirements for projected capital expenditure and incremental
working capital are discounted at the Weighted Average Cost of Capital (WACC). The sum
of the discounted value of such free cash flows and discounted value of perpetuity is the
value of the business.

6.4.3. The free cash flows represent the cash available for distribution to both the owners and
the creditors of the business. The free cash flows are determined by adding back to profit
before tax, (i) interest on loans, if any, (ii) depreciation and amortizations (non-cash
charge), and (iii) any non-operating item. The cash flow is adjusted for outflows on
account of (i) capital expenditure, (ii) incremental working capital requirements and (iii)
tax.

6.4.4. WACC is considered as the most appropriate discount rate in the DCF Method, since it
reflects both the business and the financial risk of the company. In other words, WACC is
the weighted average of the company’s cost of equity and debt.

6.5. ASSET APPROACH – NET ASSET VALUE METHOD


6.5.1. Under the asset approach, the Net Asset Value (‘NAV’) method is considered, which is
based on the underlying net assets and liabilities of the company, taking into account
operating assets and liabilities on a book value basis and appropriate adjustments for,
interalia, value of surplus / non-operating assets. Such value generally represents the floor
value in case of profit-making business.

6.6. Out of the above methods, the Valuers have used approaches / methods as considered
appropriate by them respectively. The valuation approaches / methods used and the
values arrived at using such approaches / methods by the Valuers have been tabled in

Page 10 of 15
SSPA & CO.
Chartered Accountants

para 7 of this Report. The report date is the Valuation Date.

7. RECOMMENDATION OF FAIR EQUITY SHARE EXCHANGE RATIO


7.1. The fair basis of amalgamation of DCL, NMW and HTMS with HTML would have to be
determined after taking into consideration all the factors and methodologies mentioned
hereinabove. Though different values have been arrived at under different methods, for
the purposes of recommending a ratio of exchange it is necessary to arrive at a single
value for the shares of the Companies. It is however important to note that in doing so,
we are not attempting to arrive at the absolute values of the shares of each company.
Our exercise is to work out relative value of shares of the Companies to facilitate the
determination of a ratio of exchange. For this purpose, it is necessary to give appropriate
weightage to the values arrived at under each approach.

7.2. Valuers, have independently applied approaches / methods discussed above, as


considered appropriate and arrived at their assessment of the relative values per equity
share of the Companies. To arrive at the consensus on the fair equity share exchange
ratios for the Proposed Amalgamation, suitable minor adjustments / rounding off have
been done in the relative values arrived by the Valuers.

7.3. The fair equity share exchange ratio has been arrived on the basis of a relative valuation
of equity shares of the Companies based on the approaches explained herein and various
qualitative factors relevant to the companies and the business dynamics and growth
potential of the businesses, having regard to information base, management
representation and perceptions, key underlying assumptions and limitations.

7.4. In the ultimate analysis, valuation will have to involve the exercise of judicious discretion
and judgement taking into account all the relevant factors. There will always be several
factors, e.g. present and prospective competition, yield on comparable securities and
market sentiments, etc. which are not evident from the face of the balance sheets but
which will strongly influence the worth of a share.

Page 11 of 15
SSPA & CO.
Chartered Accountants

7.5. In light of the above and on consideration of all the relevant factors and circumstances as
discussed and outlined hereinabove in this report, we recommend the following fair
equity share exchange ratio for the proposed Amalgamation whose computation as
required as per BSE Circular number LIST/COMP/02/2017-18 dated May 29, 2017 and NSE
Circular number NSE/CML/2017/12 dated June 01, 2017 is as under:

7.5.1. Computation of Fair Equity Share Exchange Ratios as derived by SSPA, is given below:
HTML DCL NMW HTMS
Value per Value per Value per Value per
Method of Valuation
Share Weights Share Weights Share Weights Share Weights
(INR) (INR) (INR) (INR)

Asset Approach - NAV Method NA NA 34.18 50% 5.36 50% NA NA

Income Approach - DCF Method 137.29 50% NA NA NA NA 6.41 100%

Market Approach - Market Price


15.93 50% 13.13 50% 5.57 50% NA NA
Method

Relative Value per equity share 76.61 23.65 5.46 6.41

Exchange Ratio (rounded off) 3.25 14.00 12.00

NA - Not Applicable / Not Applied

Valuer’s Notes:
In the present case, the business of HTML and HTMS are intended to be continued on a
‘going concern basis’ and there is no intention to dispose-off the assets, therefore the
Asset approach is not adopted for the present valuation exercise.

Given the nature of businesses of HTML and HTMS and the fact that we have been
provided by the companies with their projected financials, we have considered it
appropriate to apply the DCF Method under the Income approach to arrive the relative
fair value of the shares of the companies for the purpose of arriving at the fair equity
share exchange ratios. Since, business operations of DCL are insignificant and NMW does
not carry business operations on their own, Income approach cannot be considered. NAV
method under Asset approach has been considered for valuation of DCL and NMW
wherein the fair values of underlying investments have been considered by applying DCF
method under income approach.

Page 12 of 15
SSPA & CO.
Chartered Accountants

In the present case, equity shares of HTML, DCL and NMW are listed on BSE and NSE. Per
the relevant SEBI regulations, the equity shares of HTML and DCL are frequently traded,
whereas, the equity shares of NMW are not frequently traded. Since we are carrying out
relative valuation, based on our analysis it would be inappropriate to ignore the market
price. Accordingly, to calculate the relative equity value, we have considered the market
prices for all the three companies and assigned appropriate weights to different valuation
approaches to arrive at the fair equity share exchange ratios.

7.5.2. Computation of Fair Equity Share Exchange Ratios as derived by Finvox, is given below:
HTML DCL NMW HTMS
Value per Value per Value per Value per
Method of Valuation
Share Weights Share Weights Share Weights Share Weights
(INR) (INR) (INR) (INR)

Asset Approach - NAV Method 84.53 33.33% 32.56 50% 5.44 50% NA NA

Income Approach - DCF Method 127.69 33.33% NA NA NA NA 6.44 100%

Market Approach - Market Price Method 17.30 33.33% 14.64 50% 5.31 50% NA NA

Relative Value per equity share 76.51 23.60 5.38 6.44

Exchange Ratio (Rounded off) 3.25 14.00 12.00


NA - Not Applicable / Not Applied

Valuer’s Notes:
We have used the NAV method under the Asset approach to arrive at the relative fair
value of equity shares of HTML, DCL and NMW. The NAV method generally sets a floor to
the range of values as an entity tends not to be worth less than the net value of its
underlying assets and liabilities at fair value. In case of HTML, as the market price is less
than the NAV, therefore, we have also considered the Asset approach to arrive the
relative fair value of the equity shares of HTML. In case of DCL and NMW, as both the
entities derive majority of their value from the underlying investments in subsidiary
companies, we have used the Asset approach for their valuation. In case of HTMS, as the
company operates a digital entertainment business, the true worth of HTMS is not
reflected by the net assets of the company. Therefore, the asset approach was not used
in the valuation of HTMS.

Page 13 of 15
SSPA & CO.
Chartered Accountants

Given the nature of businesses of HTML and HTMS and the fact that we have been
provided by the companies with their projected financials, we have considered it
appropriate to apply the DCF Method under the Income approach to arrive the relative
fair value of the shares of the companies for the purpose of arriving at the fair equity
share exchange ratios. As previously discussed, the NAV method under Assets approach
has been considered for valuation of DCL and NMW wherein the fair values of underlying
investments have been considered by applying DCF method under Income approach.

As previously discussed, equity shares of HTML, DCL and NMW are listed on BSE and NSE.
Per the relevant SEBI regulations, the equity shares of HTML and DCL are frequently
traded, whereas, the equity shares of NMW are not frequently traded. Since we are
carrying out relative valuation, based on our analysis it would be inappropriate to ignore
the market price. Accordingly, to calculate the relative equity value, we have considered
the market prices for all the three companies and assigned appropriate weights to
different valuation approaches to arrive at the fair equity share exchange ratios.

We have used the Market Price method under the Market approach for the valuation of
HTML, DCL and NMW by using the pricing formula provided in Regulations 164 (1) of
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations 2018 ('ICDR').

The market price is considered as higher of the following:


(a) average of the weekly high and low of the volume weighted average price during the
26 weeks preceding February 09, 2021; or
(b) average of weekly high and low of the volume weighted average price during the 2
weeks preceding February 09, 2021.

<<<Space is intentionally left blank>>>

Page 14 of 15
SSPA & CO.
Chartered Accountants

7.6. In light of the above, and on consideration of all the relevant factors and circumstances
as discussed and outlined hereinabove, we recommend fair equity share exchange ratios
as mentioned below:
- The fair equity share exchange ratio for the proposed amalgamation of DCL with HTML
is as under:
4 (Four) equity shares of HTML of INR 2 each fully paid up for every 13 (Thirteen)
equity shares of DCL of INR 2 each fully paid up
- The fair equity share exchange ratio for the proposed amalgamation of NMW with
HTML is as under:
1 (One) equity share of HTML of INR 2 each fully paid up for every 14 (Fourteen)
equity shares of NMW of INR 10 each fully paid up
- The fair equity share exchange ratio for the proposed amalgamation of HTMS with
HTML is as under:
1 (One) equity share of HTML of INR 2 each fully paid up for every 12 (Twelve) equity
shares of HTMS of INR 10 each fully paid up

Thanking you,
Yours faithfully,

For SSPA & CO. For Finvox Analytics


Chartered Accountants IBBI Reg Valuer No.: IBBI/RV-E/06/2020/120
ICAI Firm registration number: 128851W Digitally signed by AMRISH

IBBI Reg Valuer No.: IBBI/RV-E/06/2020/126 AMRISH GARG


DN: cn=AMRISH GARG, c=IN,
st=Rajasthan, o=Personal,
serialNumber=c7e7f56f51257521

GARG 3397e845d9a142077995aea838f
741a879fd528522d3a304

Parag Digitally signed by Parag Location: GURUGRAM


Date: 2021.02.10 07:43:33
+05'30'

Shamji Ved

Shamji Ved Date: 2021.02.10 07:30:30


+05'30'
Parag Ved Amrish Garg
Partner Partner
ICAI Membership No. 102432 ICAI Membership No. 511520
IBBI Reg. No.: IBBI/RV/06/2018/10092 IBBI No: IBBI/RV/06/2018/10044
UDIN: 21102432AAAAAC9536 UDIN: 21511520AAAAAX4444
Place: Mumbai Place: Gurugram

Page 15 of 15

You might also like