DUE DELIGENCE REPORT

INTRODUCTION

Capitalised terms used herein have the meaning ascribed to such terms in the chapter titled “Glossary of Terms”.

We have prepared this red flag report (the “Report”) for the Client in connection with the Proposed Transaction. The Report contains the issues identified by
us pursuant to the legal due diligence conducted on the Company based on the information provided till the Cut Off Date.

The Report is addressed to, and is solely for the benefit of, the Client. The Client may, subject to confidentiality and other similar obligations, share this Report
with its internal teams, affiliates or the Company. However, no person (other than the Client) shall, except with consent of ABC pvt. ltd. rely upon the Report
or any part thereof.

We do not, through the Report or otherwise, purport to make any comments or statements relating to technical issues, accounting, tax, environmental, title to
property, operational and commercial aspects. The scope, methodology and limitations of this Report are set out in [ ] .
GLOSSARY OF TERMS

AOA Articles of association of the Company

Board Board of directors of the Company

CA2013 Companies Act 2013

Client ABC India Pvt.Ltd.

Company/ Target Leagle Technologies Private Limited

Completion Completion of the Proposed Transaction

Cut Off Date 19 November 2020

Documents Documents uploaded on the virtual data room hosted at

Founders Sanjay Krishna and Saahil Dama

INR Indian Rupee

POSH Act Prevention of Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) Act 2013

Proposed Transaction 100% Acquisition of the Company by the Client

Review Period 27/01/2020 – 19/11/2020

 CORPORATE INFORMATION

NAME : Leagle Technologies Private Limited

CORPORATE : U72900MH2020PTC336630
IDENTITY
NUMBER

DATE AND : 27/01/2020 , Maharashtra

PLACE OF
INCORPORATION

REGISTERED : ABHANG, PLOT NO.93, SURVEY NO.70/P N2 CIDCO AURANGABAD Aurangabad MH 431001 IN
OFFICE

SHAREHOLDING 100000

DIRECTORS : NAME DESIGNATION

SAAHIL JAYRAJ DAMA Director

JAYRAJ SHIVRAJ DAMA Director

CLASS OF : Private company limited by shares

COMPANY
A. KEY FINDINGS

LEGEND

: Significant legal risk/actionable. Impact on the Proposed Transaction to be considered immediately

: Material legal risk/actionable. To be addressed on priority, prior to, or after, Completion
: No material legal risk. To be considered going forward and may be addressed after Completion

1. CORPORATE

# SUMMARY OBSERVATION IMPLICATIONS RECOMMENDATION RISK

LEVEL

1.1 Pursuant to the Schedule1 to the Companies
act 2013 Memorandum of Association, the
Company lays down the boundary beyond
which the actions of the company cannot
exceed. It helps the creditors, shareholders
and any other person that are interacting and
dealing with the company, to know the
company’s powers and objectives. Company
is performing activities outside the scope of
MOA
In the event that the Company is performing Company to provide us with a copy of an
activities which are outside the scope of MOA altered MOA, as a condition precedent to
the doctrine of Ultra Vires would apply If the Completion.
capital is diverted for another purpose not
Additionally, appropriate representations
stated in the memorandum, then the directors
will be held personally liable. If a bank lends and warranties backed by adequate
indemnities may be obtained by the Client
to the company for the purpose not stated in
in relation to any losses that may arise
the object clause, then the borrowing would pursuant to any breach of the MOA
be Ultra Vires and the bank will not be able to
recover the amount. Ultra Vires acts of the
company would be considered void from the
beginning.
2. LABOUR
SUMMARY OBSERVATION
The Company is not registered under The
Maharashtra Shops and Establishment act
1948. An Act to provide for the regulation of
conditions of employment and other
conditions of service of workers employed in
shops, residential hotels, restaurants, eating
houses, theatres, other places of public
amusement or entertainment and other
establishments and for matters connected
therewith or incidental thereto.
The Company is not having a Founder’s
Agreement between the directors. This is an
agreement made at the time of the
incorporation to avoid ambiguity that may
arise in the enterprise in future. It also sets up
the expectations and goals of all the co-
founders by assigning each of them a specific
role and responsibility towards the betterment
of the enterprise.
IMPLICATIONS RECOMMENDATION RISK
LEVEL
In the event Company is not abiding by the Company to provide us with a copy of its
provisions of this act the Company will be registration under Maharashtra Shops and
punishable with fine which may extend to one Establishment act 1948 as a Condition
lakh rupees and in the case of a continuing Subsequent.
contravention, with an additional fine which
Additionally, appropriate representations and
may extend to two thousand rupees for every
warranties backed by adequate indemnities
day during which such contravention
may be obtained by the Client in relation to any
continues.
losses that may arise pursuant to any breach of
the act.
Failure of the company to have a founder’s The Company must have a founder’s
agreement can lead to potential dispute agreement and send a copy of the same as a
regarding goals and expectation of co- condition subsequent.
founders
The company is not abiding by the provisions
of (Prevention, Prohibition and Redressal)
Act, 2013) sexual harassment at workplace. It
is an act to provide protection against sexual
harassment of women at workplace and for the
prevention and redressal of complaints of
sexual harassment and for matters connected
therewith or incidental thereto.
In the event the Company is not abiding by the
provisions of the act, the company if breaches
provisions of this Act or any rules made
thereunder, they shall be punishable with fine
of fifty thousand rupees (INR 50,000).
The company should must abide by the
provisions of POSH act and have a internal
complaints committee as a condition
subsequent.
Additionally, appropriate representations and
warranties backed by adequate indemnities may
be obtained by the Client in relation to any
losses that may arise pursuant to any breach of
the act.
3.INTELLECTUAL PROPERTY
SUMMARY OBSERVATION
The Company has not trademarked its logo
World Wise. The overall purpose of
trademark law is to prevent unfair
competition by protecting the use of a
symbol, word, logo, slogan, design, domain
name, etc. that uniquely distinguishes the
goods or services of a firm.
IMPLICATIONS RECOMMENDATION RISK
LEVEL
In the even the company does not have a Company should have the logo World
registered trademark the company may find itself Wise trademarked as a Condition
in the highly inconvenient and very costly Subsequent.
position of becoming embroiled in litigation and
potentially having to withdraw its products, Additionally, if the Company has taken a
redesign its packaging and marketing literature, call on not having the logo trademarked
and pay damages or an account of profits to the this user agreement, appropriate
registered trademark owner. Besides the indemnities may be obtained by the Client
quantifiable costs, it could also risk any goodwill in relation to any losses that may arise on
that you may have established in the brand name account thereof.
over the years.