CA PITAM GOEL ‘Nom le) CA, DS, Rg ar Cetera?) (rf ror Cnet VALUATION REPORT PRIVATE LIM 1. Purpose: | have been appointed by CLASS 21A TECHNOLOGIES PRIVATE LIMITED for ascertaining the value of equity shares of the company for the purpose of issuance of shares as per the Companies Act, 2013 2.8 nd: CLASS 214 TECHNOLOGIES PRIVATE LIMITED (CIN: U72900HR2016PTCO64845) is a private limited company incorporated on July 01, 2016 under the provisions of Companies Act, 2013, Class 214 Technologies Private Limited carries on business of software designing, development, customization, implementation, maintenance and testing & deals in all fields of computer software & Information ‘technology solutions particularly in education sector. 3. Methodology of valuation: ‘The method selected for valuation is DCF ~ Discounted Cash Flow method also coined as Income ‘Approach to Valuation, Discounted Cash Flows ~ “DCF” OCF uses the future free cash flows of the company 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, to arrive at the present value. The OCF method is a strong valuation tool, as it concentrates on cash generation potential of a business. This valuation method is based on the capability of a company to generate cash flows in the future. The free cash flows are projected for a certain number of years and then discounted at a discount rate that reflects a company’s cost of capital and the risk associated with the cash flows it generates. DCF analysis is based mainly on the following elements: ‘* Projection of financial statements (key value driving factors) + The cost of capital to discount the projected cash flows vemverpipin | ptamavpepin | allptpin son eth fice 0-26, 2nd Flr, Pitampar, Metro Pillar No, 355, New Det 110036 | Garagram Oe Plat Na S08, Sector 4, Garugeam, Haryana aaa4, Management Representation For the purpose of determining the valuation, we have relied upon the following information & data representation from the company and its management: 1. Relevant extracts of the memorandum and articles of association of Class 21A Technologies Private Limited. 2. The write-up denoting the activities and background of Class 21A Technologies Private Limited. 3. Projected income estimates of Class 21A Technologies Private Limited for next 5 years ending on 31" March 2024, The Projections has been provided to us by management and justification for operational parameters has not been carried out by us. 4. We have relied upon the information and explanations provided to us by the management without carrying out any test for its accuracy and completeness. We have not performed any audit, review or examinations of any of the historical or prospective information used and thus not express any opinion with regard to the same. 5. Assumptions considered for valuation: 2. Provisional financials as on 30 September 2019 have been used for carrying out the Valuation, Capital expenditure as projected by the company has been considered as cash outflow. Cost of Capital has been arrived as per Industry Standard based on Debt and Equity Ratio for project combined together. The rate of 364 days Treasury bill has been considered as Risk free rate of return. Growth rate is considered at 5% of the total project cost 5. The projections given by the company have been used to arrive at the valuation without carrying out any test for its accuracy and completeness. 6. Appropriate adjustments have been carried out for calculating value at which equity shares can be issued is depicted in Annexure A attached to this report, 6. Valuation The value per equity shares as per Discounted Cash Flow Method as on the valuation date of 01" October 2019 comes to Rs. 1,14,415.25 (Refer Annexure A) Thanking You Pitam Goel RV Registration No. - IBBI/RV/02/2018/10306 Date - 14" December 2019 Place - New Delhi UDIN - 19518702AAAAHUS9367. Disclaimer: 1 No representation or warranty, express or implied, is given by us or any of their respective partners, officers, affiliates, employees, advisors or agents (and any warranty expressed or implied by statue in hereby excluded) as to the accuracy or completeness of the contents of this Report or any other documents or information supplied, or which may be supplied at any ‘time or any opinions or projections expressed herein or therein, nor is any such party under any obligation to update the Report or correct any inaccuracies or omissions in it which may exist or become apparent. In particular, for reasons of commercial sensitivity, information on certain matters has not been included in the Report. This report has been prepared for the exclusive use of Class 21 Technologies Private Limited and shall not be given or reproduced or quoted to any third parties without our prior written consent except for the fulfilment for the purpose mentioned in Para 1. In case due to carrying out this assignment, we are being called or asked for any explanations, Class 21 Technologies Private Limited shall be responsible for paying us the reqi as per our time involved. ite amount ‘The projected financial contained the Report is based on judgments estimates and assumptions made by the management of the company, about circumstances and events that have not yet taken place. Accordingly, there can be no assurance that the projected results will be attained. in particular, but without prejudice to the generality of the foregoing, no representation or warranty whatsoever is given in relation to the reasonableness or achievability of the projections in the Report or in relation to the bases and assumptions underlying such projections and you must satisfy yourself in relation to the reasonableness, achievability and accuracy thereof. Our findings do not constitute a recommendation as to whether to carry out the transaction ‘based on this valuation. No responsibility or liability is accepted for any loss or damage howsoever arising that you may suffer as a result of this Report and any and all responsibility and liability is expressly disclaimed by us or any of them or any of their respective partners, officers, affiliates, advisers or agents. For the purpose of this engagement and report, we have made no investigation of, and therefore assume no responsibility for the good and valid title of land, assets, receivable by, or liabilities against Class 21A Technologies Private Limited. Our conclusion of value assumes ‘that the title to the assets and liabilities of Class 21 Technologies Private Limited reflected in the statement of assets and liabilities is intact, as at the valuation date. Further, for the purpose of this assignment, we are not required to carry out valuation of any other tangible/intangible assets of Class 21 Technologies Private LimitedLape ets ey Ca Font Ps aa ‘Sor ae Taam Tsmsasico| nan eae ass ‘eseeo] — cane | ama a Ee TE = Tae Tae ie] —neae| ame oe] ame ise oe =| —aastatooo| —asasseantoo| unas uooo] —seauzce| isu e oa an) Tuses150] —awurstenn| prisms] sass | we (Sib eto ia cima] —asiamose[ asso] —aagasnao a[ aaa tC SMe [reo zo] namic] —eiarscean] —prvensae] res | Asam a TSeSTCs | — apes — nara — a =| — ame ‘at [isco] peer] ara] sii] aoa] iran] ease 7 ae] —— ae erase aaa EA] RE — TE pony pansion) tama] —nesnnisg] —arisraseay| —anieateso| Taare mesd| wera Sa ——_ aL a =e = ae r a Seana —