1.

Please copy on Company Letterhead

2. Please sign on the margin on all pages

Cushman & Wakefield (India) Pvt. Ltd.

4th Floor, Pine Valley
Embassy Golf Links Business Park
Intermediate Ring Road
Bengaluru - 560 071

Date: 28.02.2024

Sub: Letter of Engagement for Feasibility Study (Resort cum Convention Centre) for property located
in Coorg.

ROI Projects India Pvt Ltd, (hereinafter referred to as “Client”), (Registered address in India: #79, City
Center building, 3rd floor, Subramaninagar, Outer Ring Road, Hebbal, Bengaluru 560024), hereby Commented [SV1]: Please confirm entity name and address
engages Cushman & Wakefield (India) Private Limited (“C&WI”) (Registered address in India: JA 1120 which will engage C&W on the assignment.
and JA 1121, 11th Floor, Tower A, DLF Towers, Jasola, Jasola District Centre New Delhi -110025
INDIA), for conducting Feasibility Study for a 13 acres land parcel for Client’s property located in
Gonikoppa on SH-90 Virajpet - Mysore Road, Coorg, Karnataka for its internal purposes. The proposed
development is expected to comprise of villas on 13 acre (80 units with 2000sft SBUA - 3 BHK Villa in
3000 Sft Plot) and 3 Acres land for Destination Wedding / Convention Centre for events & weddings.
The terms and conditions of engagement are as follows:

This Letter of Engagement (including the Attachments hereto) (the “Agreement”) contains the entire
agreement between the parties hereto with respect to the subject matter hereof and supersedes any
prior agreement oral or written (including, without limitation, any email exchanges, meetings and
telephonic discussions till date or otherwise) entered into among the parties hereto with respect to the
subject matter hereof.

C&WI will submit to Client the Feasibility Study Report, the details and timings for which are described
hereunder.

1 TERMS OF ENGAGEMENT
The term of this engagement shall be for following time-lines which C&WI shall use its commercially
reasonable best efforts to adhere to:
➢ The Draft Report (covering the Scope of Works outlined in section 2 below) shall be submitted at
the end of 5 weeks from the date of receipt of complete information from Client or on completion
of site visit.
➢ Final Report shall be submitted to Client within 7 working days after the inputs are obtained in
writing. Client shall submit to C&W, feedback/inputs, if any, on the Draft Report, within 7 working
days of submission of the draft report. The Draft Report shall be deemed Final Report if no
feedback/input is received in writing by C&WI from Client within the aforesaid period
This Agreement can be terminated by C&WI by delivering to the Client, 15 days prior written notice at
their respective principle places of business.
2 C&WI SERVICES (SCOPE OF EXERCISE)

C&WI has envisaged that the scope of the assignment to include:

Module 1: REGIONAL OVERVIEW

In this module C&W will assess and evaluate the Demographic, Economic and Infrastructure dynamics
and insights from a regional perspective:
▪ Economic & Demographic Overview
o Overview of the region with respect to location, connectivity, linkages to key economic
hubs
o Economic Drivers – factors driving growth and job creation; Tourism & Hospitality
▪ Infrastructure & its Impetus
o Physical Infrastructure – existing and upcoming
o Government initiatives and major infrastructure initiatives proposed that are likely to
impact the future growth pattern and real estate development potential of the region

Module 2: SITE & LOCATION ANALYSIS

Site & Location Analysis of the subject property will be undertaken to provide a better understanding
and basis for formulation of product mix:
▪ Site suitability analysis
o Physical Attributes: Site Pictures & topography of the subject site, visibility from access
road. Comment on identified & proposed access routes to the subject site.
o Location Attributes: Site connectivity & accessibility to key locations and transportation
nodes (Time & Distance Analysis). Proximity of site to present & future key physical
infrastructure nodes (Road transport, railway stations, major bus stations, airport)
o Regulatory Attributes: Applicable development regulations - current land use,
permissible FSI, height restriction, ground coverage. Cost of conversion of Land use, if
applicable. Timelines expected for getting required permissions and conversions (on
best effort basis)
o Neighborhood Attributes: Understand the location & suitability of the area for
hospitality
o SWOT Analysis of the subject site keeping in mind the proposed segments (resort and
convention centre)

Module 3: RESIDENTIAL OVERVIEW - VILLA

▪ Residential Villa Market Overview

o Prominent Project Listing & Mapping – Completed, Under Construction & Proposed.
o Prominent developers/competition active in the market and across segments.
o Supply & Absorption Analysis as per: Price Bracket, Grade of Development, Unit
Configuration & Sizes
o Sales Velocity Analysis, Capital Values Assessment & Average Annual Price
Appreciation
o Target Segment Assessment: Profile, Consumer Preference – on best effort basis
 o Market outlook – opportunities and challenges in the market
Module 4: HOSPITALITY OVERVIEW

In this module, the Hospitality Market in Coorg with respect to hotels, resorts and prominent banquets
/ convention centers shall be assessed:
▪ Hotels/Resorts Segment Overview
o Review the dynamics of the hospitality industry in the region and analyze the
performance of hotels/resorts against it
o Review demand drivers for hospitality industry in detail including business and leisure /
social functions travel
o Mapping of hospitality stock in terms of no. of keys (3/4/5-star hotels and resorts) along
with upcoming competing hospitality projects (planned & under construction – on best
effort basis) in the region
o Facilities and Amenities being provided in the prominent hotels and resorts in the region
– F&B, banquets, meeting rooms etc
o Occupancy Levels of hotels/resorts (peak and lean season)
o Analysis on target segment / Clientele profile - leisure, business, social functions (on best
effort basis)
o Insights on average stay tenure
o Assessment on prevailing Average Room Rates (ARR’s) for hotels/resorts in the region
o Comment upon the Time-sharing concept & its relevance in the region
o Comment on hotel ownership/operating models
▪ Banquets / Convention Centre Segment Overview (including convention centers in above
analyzed hotels and other standalone prominent facilities)
o Number of banquet halls in each facility basis seating capacity
o Nature of events held with their seasonality
o Nature of event spaces available (outdoor/indoor)
o Insights regarding specifications in graded facilities – collapsible wall, flexible spaces,
ceiling height etc
o Amenities & Facilities provided in these spaces – seating options, catering options,
manpower, event manager etc
o Pricing in terms of average rentals for space, maintenance costs, other charges
o Market practices in terms of revenue models

Module 5: PROJECT BENCHMARKING

Identifying and profiling prominent comparable hospitality developments (Max of 5 nos) in the region
with respect to the following:
▪ Hotel/Resort category (Budget hotel, Mid-scale, Up Scale, Luxury hotel or resort)
▪ No. of keys
▪ Room Tariffs
▪ Occupancy (Peak & Lean)
▪ Average Room rates (ARR’s)
▪ F&B and other facilities – indoor/outdoor sports, tours/treks etc.
▪ Banquet facility
 ▪ Guest mix (national/international, business/leisure)
▪ Length & Purpose of stay
▪ Any other amenities and value-added services offered

Module 6: DEVELOPMENT PLAN

Based on prevalent market dynamics and analysis of subject location, indicative Development Mix would be
formulated.
▪ Comment on Development Phasing and Total Built Up Area for all the segments as applicable
▪ Product configuration of the identified asset classes – type, format, size, total built-up area
o Total No. of keys/villas, ARR, Occupancy – Hotel/Resort segment
o Type and number of banquets, capacity, specification – Banquet / Convention Center
segment
▪ Devising a Pricing & Positioning strategy in the proposed development, as applicable
▪ Comment on Amenities & Support infrastructure for all the segments

Module 7: FINANCIAL VIABILITY ANALYSIS

The following financial analysis would be provided based on development plan.
▪ The plan will include the following:
o Construction and Occupancy schedule based on demand analysis
o Revenue potential of the proposed component
o Cost estimation for each component
o Key Financial indicators – NPV & IRR
▪ Financial modeling and analysis of the proposed development (at the project level only)
shall include the following:
o Construction Cost (approx. construction cost as per market standards)
o Break up of components of construction cost
o Total Project Cost
o Land Cost (to be incorporated based on discussion with client)
o Infrastructure Development Cost (to be incorporated based on discussion with client)
o Project Development Schedule/ Project Absorption Schedule
o Total Project Revenue considering each component – room revenue, F&B and other
sources
o Profit Before Tax (PBT)
o Debt Repayment Schedule
o Consolidated Net Cash Flows
o Net Cash Flows – NPV, IRR
o Sensitivity Analysis

Module 8: RECOMMENDATIONS
The following recommendation would be provided based on prevalent market dynamics, analysis of subject
location and benchmarking analysis.
▪ Product Mix & Positioning basis the best practices noted in the segment & influence region
▪ Inputs on Development Quantum & Phasing (timelines)
▪ Inputs on possible Financial Viability and returns for the proposed development – NPV, IRR
▪ Inputs on cost and revenue forecast incorporating escalation (as applicable)
 ▪ Inputs on Potential Risk factors (financial/development) and Risk Mitigation strategies from the
development perspective

3 PROFESSIONAL FEES & OTHER COSTS

ROI Projects India Pvt Ltd will pay C&WI, as professional fees, INR 800,000 only (Indian Rupees
Eight Lakhs Only) plus Goods & Services tax as payable to the government of India (at the rate
applicable at the time of invoice) for the study. The Report shall be submitted in two stages, namely,
draft report and final report. The above-mentioned fee shall accrue and be due and payable as per
the following schedule:

Stage % of Fees Amount (INR)

On Appointment 40% INR 320,000/- Plus Goods & Service Tax
Due on Delivery of Draft Report 40% INR 320,000/- Plus Goods & Service Tax
Due on Delivery of Final Report 20% INR 160,000/- Plus Goods & Service Tax
Total 100% INR 800,000 – Plus Goods & Service Tax
Note:
Travel expenses pertaining to market mapping / survey are included in the aforementioned fees.
Any expenses pertaining to C&W representative’s travel & stay to/from outstation (Outside
Bangalore) for client/ stakeholder meetings, with approval from client shall be reimbursed at
actual on submission of relevant documents. All such travels and stay shall be undertaken with
prior information to client and with the latter’s concurrence.
Goods & Services tax at the prevailing rate at the time of raising of invoice shall be paid
additionally by the client on the professional fees and the debit notes raised for the expenses
incurred under this agreement. At any given time, the aforesaid fee is non-refundable and non-
adjustable.
Any alterations in scope, timelines, deliverables and fees during the course of the assignment (if
required on reasonable grounds) shall be mutually agreed upon between Client & C&WI in writing.

The final invoice shall be raised on submission of the final Report or within 21 working days of
submission of the draft report to Client, whichever is earlier.

The aforesaid fee shall be payable within 7 days of C&WI raising the invoice. In the event, Client delays
the payment of the fees to C&WI beyond seven days of presentation of the invoice by C&WI, Client
shall be liable to pay interest @ 18% per annum on the amount due to C&WI.

4 AUTHORITY

Client acknowledges and agrees that C&WI's services hereunder (including, without limitation, the
Reports itself and the contents thereof) are being provided by C&WI solely to and for the benefit of
Client and no other party. If Client desires to use the Report or C&WI's name in any offering or other
investment material, then (a) C&WI will require, and Client must provide or cause to be provided, an
indemnification agreement in C&WI's favor, given by parties reasonably satisfactory to C&WI, and (b)
Client will obtain C&WI's consent to the references in such materials to the Report.

The Reports (draft and final) shall be addressed to Client and will be subject to the Caveats &
Limitations described in Attachment-A attached hereto and incorporated herein by reference.

The Parties to this engagement represent that they are authorized to enter into this engagement and
the individuals signing this engagement are authorized representatives of the respective parties.

5 ASSISTANCE

Client shall provide reasonable assistance to C&WI on any subjective assessments, as may be required
from time to time.

6 CAVEATS & LIMITATIONS

C&WI has endeavored to develop forecasts based on market demand, supply and pricing on
assumptions and market information that are considered relevant and reasonable at the point of time
of report generation, which shall be disclosed in the Report. The use of the Report at a later date may
invalidate the assumptions and basis on which forecasts have been generated, and therefore, is not
recommended as a sole input to a financial decision.

In the course of performing its services hereunder, C&WI shall rely on information and opinions, both
written and verbal, as currently obtained from Client as well as from third parties, including limited
information on the market, financial and operating data which information C&WI shall accept as
accurate in its reasonable, bonafide belief. No responsibility is assumed for information furnished by
Client or third parties that C&WI accepts as accurate in its reasonable, bonafide belief.

7 INTELLECTUAL PROPERTY RIGHTS

Client agrees that C&WI retains all copyright and other intellectual property right in everything
developed by it either before or during the course of an engagement including systems, methodologies,
software, know-how and working papers. C&WI also retains all copy rights and other intellectual
property rights in all reports and written advice or other materials provided by it to Client although Client
will have the full right to distribute copies of these materials within its organization for the purposes of
this engagement.

8 CONFIDENTIALITY

Except as otherwise required by law, C&WI, its agents and employees, must not to use, reproduce or
divulge to any third party any pertinent information it receives from Client or from any of their respective
affiliated companies for any purpose other than to perform the work governed under this Agreement,
and should take all reasonable precautions to protect such information from disclosure.

Client undertake to keep strictly confidential the information or data, whether oral or in written form,
forwarded by C&WI to Client which may comprise confidential information, including any negotiations,
discussion, information or data relevant to the advice at all times.

9 LAW/JURISDICATION

This engagement shall be subject to Indian laws. The parties to this letter submit to the exclusive
jurisdiction of the Courts in New Delhi for settling any dispute arising out of the engagement. Client
hereby undertakes to comply with all the applicable laws, statutes, regulations, rules, ordinances,
codes, orders, directives or other official release by any government or regulatory authority governing
the operations/business of the parties and/or performance of Services under this Agreement.

10 LIMITATION OF LIABILITY

Subject to the terms and conditions in this Agreement, C&WI's total aggregate liability to Client arising
in connection with the performance or contemplated performance of the services herein, regardless of
cause and/or theory of recovery, shall be limited to an aggregate sum not exceeding the total fees paid
to C&WI by Client hereunder. C&WI shall not be liable under any circumstances for any pure economic
loss, loss of profit, loss of business, depletion of goodwill, in each case whether direct or indirect or
consequential or any claims for consequential loss compensation whatsoever which, arise out of or in
connection with services provided under this engagement.

Client acknowledge and agree that C&WI’s responsibility is limited to Client and use of C&WI's work
product (including, without limitation, the Report and contents therein) by third parties shall be solely at
the risk of Client and/or any such third parties.

11 THIRD PARTY CLAIM INDEMNITY

C&WI endeavors to provide services to the best of its ability and in bonafide good faith. The Report
issued shall be only for the use by Client. In the event Client provides a copy of the Report to, or permits
reliance thereon by, any person or entity not authorized by C&WI in writing to use or rely thereon, Client
hereby agreed to indemnify and hold C&WI, its affiliates and their respective shareholders, directors,
officers and employees, harmless from and against all damages, expenses, claims and costs, including
reasonable attorneys’ fees, incurred in investigating and defending any claim arising from or in any way
connected to the use of, or reliance upon, the Report by any such unauthorized person or entity. C&W
disclaims any and all liability to any party other than Client.
12 ANTI-BRIBERY & ANTI-CORRUPTION:

In connection with performance of this Agreement, Client and C&WI each represent and warrant to the
other In connection with performance of this Agreement, Client and C&WI each represent and warrant
to the other Party that they comply with, will comply with, and will not cause the other Party to violate,
all applicable laws related to anti-bribery or anti-corruption (“Anti-Corruption Laws”), including, but not
limited to, the U.S. Foreign Corrupt Practices Act (15 U.S.C. §§ 78dd-1 et seq.), and the UK Bribery
Act of 2010.

Sanctions & Anti-Money Laundering. Client represents and warrants that:

a) In connection with performance of this Agreement, Client and its shareholders, directors, officers,
or employees comply with, will comply with, and will not cause C&WI to violate applicable laws
related to the import and export of goods, technology and services, economic or financial
sanctions, trade embargoes, or other restrictions on trade (“Sanctions &Trade Controls”),
including, but not limited to, sanctions laws and regulations of the United States (as administered
and enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)
and U.S. Department of State), the U.S. Export Administration Regulations (31 C.F.R. Parts 730-
774), the International Traffic in Arms Regulations (22 C.F.R. Parts 120-130), U.S. antiboycott
regulations (as administered and enforced by the U.S. Department of Commerce’s Office of
Antiboycott Compliance and the U.S. Department of the Treasury’s Internal Revenue Service),
and sanctions laws and regulations of the United Kingdom (as administered and enforced by Her
Majesty's Treasury), provided that the representations and warranties contained in this [Clause
C] are given only to the extent that they would not result in a violation of or conflict with Council
Regulation (EC) No. 2271/96, as amended (or any law or regulation implementing such
Regulation in any member state of the European Union or any equivalent law or regulation in the
United Kingdom), the German Foreign Trade Act or any similar, applicable anti-boycott or
blocking law or regulation;

b) In connection with performance of this Agreement, Client and its shareholders, directors, officers,
or employees comply with, will comply with, and will not cause C&WI to violate applicable laws
related to money laundering, terrorist financing, or related financial recordkeeping and reporting
requirements (“AML Laws”), including, but not limited to, the Bank Secrecy Act (31 U.S.C.
§§ 5311 et seq.), Money Laundering Control Act of 1986 (18 U.S.C. §§ 1956 et seq.), USA
PATRIOT Act, EU Money Laundering Directives, UK Prevention of Terrorism Act 2005, UK
Serious Organised Crime and Police Act 2005, UK Money Laundering Regulations 2003, UK
Proceeds of Crime Act 2002, and UK Anti-Terrorism, Crime and Security Act 2001;

c) Neither Client nor any of its shareholders, directors, officers, or employees (i) is blocked,
debarred, designated, excluded, sanctioned, or denied import or export privileges under
applicable Sanctions & Trade Controls and/or AML Laws; (ii) located in, resident in or organized
under the laws of a country or territory which is a subject of country-wide or territory-wide
Sanctions and Trade Controls ([at the date of the this Agreement], Crimea, Cuba, Iran, Syria or
North Korea); or (iii) owned (with a 20% or greater interest) or controlled by any person identified
in (a) (collectively, “Restricted Persons”); and

d) In connection with performance of this Agreement, Client is not engaged in, and will not knowingly
engage in, any dealings or transactions or be otherwise associated with Restricted Persons[in
violation of Applicable Law or provided that, if a person is considered a Restricted Person solely
based on its inclusion in a relevant list, but its inclusion on that list is limited to a specific purpose
or purposes, that person would be considered a Restricted Person only with respect to that
specific purpose or purposes and not any other purpose or purposes.

If, at any time, Client becomes aware that any of the representations set out in Clause (c)(Sanctions &
Anti-Money Laundering)] are no longer accurate, Client will notify C&WI immediately in writing.

Termination. C&WI will have the unilateral right, exercisable immediately upon written notice, to
terminate this Agreement and will be entitled to receive payment of the service fees for services
rendered pursuant to this agreement together with any and all reasonable additional costs incurred due
to such early termination in the event that:

a) in connection with performance of this Agreement, Client violates, or causes C&WI to violate,
applicable Anti-Bribery Laws and Rules or Sanctions and AML Laws;
 b) C&WI believes in good faith that Client has acted in a way that may subject C&WI to liability
under applicable Anti-Bribery Laws and Rules or Sanctions and AML Laws; or

Client or any of its direct or indirect shareholders becomes a Restricted Person.

Regards,

For ROI Projects India Pvt Ltd For Cushman & Wakefield (India) Pvt. Ltd.
 ATTACHMENT – A –CAVEATS & LIMITATIONS

1. The Feasibility Study Report (hereafter referred to as the “Report”) will not be based on
comprehensive market research of the overall market for all possible situations. Cushman &
Wakefield India (hereafter referred to as “C&WI”) will cover specific markets and situations, which
will be highlighted in the Report. C&WI will not be carrying out comprehensive field research-based
analysis of the market and the industry given the limited nature of the scope of the assignment. In
this connection, C&WI will rely solely on the information supplied to C&WI and update it by
reworking the crucial assumptions underlying such information as well as incorporating published
or otherwise available information.
2. In conducting this assignment, C&WI will carry out analysis and assessments of the level of interest
envisaged for the property(ies) under consideration and the demand-supply for the commercial /
retail / hospitality / residential sector(s) in general. C&WI will also obtain other available information
and documents that are additionally considered relevant for carrying out the exercise. The opinions
expressed in the Report will be subject to the limitations expressed below.
a. C&WI endeavors to develop forecasts on demand, supply and pricing on assumptions that
would be considered relevant and reasonable at that point of time. All of these forecasts will
be in the nature of likely or possible events/occurrences and the Report will not constitute a
recommendation to ROI Projects India Pvt Ltd (hereafter referred to as the “Client”) or its
affiliates and subsidiaries or its customers or any other party to adopt a particular course of
action. The use of the Report at a later date may invalidate the assumptions and bases on
which forecasts have been generated and is not recommended as an input to a financial
decision.
b. Changes in socio-economic and political conditions could result in a substantially different
situation than those presented at the stated effective date. C&WI assumes no responsibility
for changes in such external conditions.
c. In the absence of a detailed field survey of the market and industry (as and where applicable),
C&WI will rely upon secondary sources of information for a macro-level analysis. Hence, no
direct link is sought to be established between the macro-level understandings on the market
with the assumptions estimated for the analysis.
d. The services provided will be limited to development advisory and will not constitute an audit,
a due diligence, tax related services or an independent validation of the projections.
Accordingly, C&WI will not express any opinion on the financial information of the business
of any party, including the Client and its affiliates and subsidiaries. The Report will be
prepared solely for the purpose stated, and should not be used for any other purpose.
e. While the information included in the Report will be believed to be accurate and reliable, no
representations or warranties, expressed or implied, as to the accuracy or completeness of
such information is being made. C&WI will not undertake any obligation to update, correct
or supplement any information contained in the Report.
f. In the preparation of the Report, C&WI will rely on the following information:
i. Information provided to us by the Client and its affiliates and subsidiaries and third
parties;
ii. Recent data on the industry segments and market projections;
iii. Other relevant information provided to us by the Client and its affiliates and
subsidiaries at C&WI's request;
iv. Other relevant information available to C&WI; and
v. Other publicly available information and reports.
3. The Report will reflect matters as they currently exist. Changes may materially affect the information
contained in the Report.
4. All assumptions made in the advisory study will be based on information or opinions as current. In
the course of the analysis, C&WI would be relying on information or opinions, both written and
 verbal, as current obtained from the Clients as well as from third parties provided with, including
limited information on the market, financial and operating data, which would be accepted as
accurate in bona-fide belief. No responsibility is assumed for technical information furnished by the
third party organizations and this is bona-fidely believed to be reliable.
5. No investigation of the title of the assets will be been made and owners' claims to the assets will
be assumed to be valid. No consideration will be given to liens or encumbrances, which may be
against the assets. Therefore, no responsibility is assumed for matters of a legal nature.
6. The Client including its agents, affiliates and employees, must not use, reproduce or divulge to any
third party any information it receives from C&WI for any purpose without prior consent from C&WI
and should take all reasonable precautions to protect such information from any sort of disclosure.
The information or data, whether oral or in written form (including any negotiations, discussion,
information or data) forwarded by C&WI to the Client may comprise confidential information and
the Client undertakes to keep such information strictly confidential at all times.
 ATTACHMENT – B

C&W Entity: Cushman & Wakefield India Pvt. Ltd.

JA 1120 and JA 1121, 11th Floor, Tower A, DLF
Registered office Address Towers, Jasola, Jasola District Centre
New Delhi -110025.
Cushman & Wakefield (India) Pvt. Ltd.
4th Floor, Pine Valley
Local Office Address: Embassy Golf Links Business Park
Intermediate Ring Road
Bengaluru - 560 071
GSTIN for Local address 29AAACC5006B1ZA
Company Entity: ROI Projects India Pvt Ltd
#79, City Center building, 3rd floor,
Registered office Address Subramaninagar, Outer Ring Road, Hebbal,
Bengaluru 560024
Corresponding office Address
(bill to address):
GSTIN for Local address
Place of service/site address
(ship to address)
GSTIN for site address