Valuation and Advisory Report

VALUATION & ADVISORY REPORT
ANTARA SENIOR LIVING LIMITED

SECTOR 36A, GURUGRAM – NOVEMBER 2023
VALUATION &
ADVISORY REPORT
COMMENTING ON THE FAIRNESS, ARM’S LENGTH

NATURE AND REASONABLENESS OF THEIR PROPOSED
AGREEMENT BETWEEN ANTARA SENIOR LIVING L TD.
AND MAX ESTATES GURGAON LTD. WITH RESPECT OF
MANAGEMENT SERVICES FOR A PROPERTY SITUATED
AT GURUGRAM
CUSHMAN & WAKEFIELD
REPORT DATE: 28-NOV-2023
SUBMITTED TO
Page 1 of 35
Contents
Executive Summary .................................................................................... 4
Instructions ...................................................................................................... 6
A. Subject Property Overview .......................................................... 11
1. Background................................................................................................................11
2. Area & Site Details .....................................................................................................11
B. Location Overview .......................................................................... 13

C. Micro Market Overview- Dwarka Expressway ......................... 15
D. Review of Agreement (Binding Term Sheet) ........................... 17
1. Scope of Project Management Services ....................................................................17
2. Project Management Fee...........................................................................................19
3. Refundable Performance Deposit ..............................................................................20
4. Other Terms...............................................................................................................21
E. Benchmarking Agreements .......................................................... 23

1. Price Benchmarking of the Residential Projects in the Subject Micro Market ............23
2. Benchmarking of the Project Management Fee .........................................................24
F. Estimation of Project Management Fee ................................... 28

G. Conclusion ........................................................................................ 29
Annexures ................................................................................................... 30
Page 2 of 35
Abbreviations
Abbreviation Meaning
Sqm. Square metre
Sq. yd. Square Yard
Sq. ft. Square Feet
FAR Floor to Area Ratio
PMA Project Management Agreement
MEL Max Estates Gurgaon Limited
ASL Antara Senior Living Limited
Page 3 of 35
Executive Summary
Subject Senior Living Project – Sector 36-A, Sub-Tehsil Harsaru, District Gurugram, Haryana.
Property:
Client: Antara Senior Living Limited
Report Antara Senior Living Limited

Submitted To:
Purpose: Seeking relevant corporate and other approvals
Nature of Opinion on the fairness, arm’s length nature and reasonableness of the proposed agreement
Assessment: between Antara Senior Living Limited and Max Estates Gurgaon Limited with respect to
management services for property situated at Gurugram
Land Area: Based on the information provided by the Client, we understand that the total land area of
the Subject Property is approximately 11.18 acres
FAR Area: Based on the information provided by the Client, we understand that the FAR area of the
Subject Property is approximately 18,38,358 sq. ft.
For the purpose of this study, we have considered the 33% of the total FAR on the Subject
Property translating to 6,06,658 sq ft.
Site 28.418939743773798, 76.97418143288265

Coordinates:
Brief The Subject Property is a proposed group housing development located at Sector 36-A, Sub-
Description: Tehsil Harsaru, District Gurugram, Haryana.
The Subject Property is accessible via an internal road which further connects to Dwarka
Expressway. The Subject Property is well connected to all key nodes of Delhi and NCR
through Dwarka Expressway. Opening of Dwarka Expressway (connecting Subject Property
with Dwarka, i.e., West Delhi and Indira Gandhi International Airport) will further enhance its
connectivity. Further, the Subject Property is located in a developing sector surrounded by
various under construction / completed residential development including Krisumi Waterfall
Residences , Krisumi Waterfall Suites AVL 36 Gurgaon and others. Further vacant land
parcels are available for development .
The Subject Property is proposed to comprise 3 Basement, with a mix of 2BHK, 2.5 BHK, 3.5
BHK and 4.5 BHK with total saleable area of approximately 23,74,713 sq. ft.
Date of Report: 28th November, 2023
Page 4 of 35
Name: Sakshi Sikri, Name: Ailush Saraswat

MRICS
Associate Director
Director:
Name: Simran Faridi
Assistant Manager
This summary is strictly confidential to the addressee. It must not be copied, distributed or considered in
isolation from the full report.
Page 5 of 35
Instructions
Cushman and Wakefield India Private Limited (hereafter referred to as ‘C&WI’ or ‘our’ or
‘us’) is pleased to submit our Valuation & Advisory report for the purpose of seeking
relevant corporate and other approvals as per the instructions provided by Client.
Appointment:
The exercise has been carried out in accordance with the instructions (Caveats &
Limitations) detailed in Annexure 5 of this report. The extent of our professional liability to
you is also outlined within these instructions.
Conflict of C&WI confirms that there are no conflicts of interest in our advising you on the value of the
Interest: Subject Property under the assumed conditions as instructed
Assumptions, C&WI has prepared the report on the basis of the assumptions within the Instructions
Departures and (Caveats & Limitations) detailed in Annexure 5 of this report. The area details for the
Reservations: Subject Property has been provided to us by the Client.
For the purpose of this study, information on comparable properties has been gathered
Sources of
from reliable sources including information available in public domain for listed companies,
Information:
C&WI internal team etc.
A valuation is a prediction of price, not a guarantee. By necessity it requires the valuer to

make subjective judgments that, even if logical and appropriate, may differ from those
made by a purchaser, or another valuer. Historically it has been considered that valuers
may properly conclude within a range of possible values. The purpose of the valuation
does not alter the approach to the valuation.
General Property values can change substantially, even over short periods of time, and so our
Comment: valuation could differ significantly if the date of valuation was to change. If you wish to rely
on our valuation as being valid on any other date you should consult us first.
Should you or authorized personnel (as defined below) contemplate a sale, we strongly
recommend that the property is given proper exposure to the market. You should not rely
on this report unless any reference to tenure, tenancies and legal title has been verified as
correct by your legal advisers.
Except as otherwise required by law, C&WI, its agents and employees, must not to use,
reproduce or divulge to any third party any information it receives from Client or from any
of their respective affiliated companies, employees for any purpose other than to perform
the work governed under the Agreement, and should take all reasonable precautions to
protect such information from disclosure.
Confidentiality:
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.
Page 6 of 35
You must not disclose the contents of this valuation report to a third party in any way
without first obtaining our written approval to the form and context of the proposed
disclosure. You must obtain our consent, even if we are not referred to by name or our
valuation report is to be combined with others. C&WI will not approve any disclosure that
Disclosure and
does not refer sufficiently to any Special Assumptions or Departures that we have made.
Publication:
However, the Client will be free to share the final report with its the Shareholders,
Directors, Officers, Employees of itself or its listed holding company, besides any Statutory
Authority, Merchant Bankers’, Auditors, Stock Exchanges’ or any other person or entity,
as required in course of listing requirements or statutory compliances.
Client acknowledges and agrees that C&WI's services hereunder (including, without
limitation, the Report itself and the contents thereof) are being provided by C&WI solely to
and for the benefit of Client, (for its internal purpose only) and no other party. If Client
desires to use the Report or C&WI's name in any offering or other investment material
Authority
except for the purpose of seeking corporate and other approvals, 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.
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
Third Party C&WI in writing to use or rely thereon, Client hereby agreed to indemnify and hold C&WI,
Claim its affiliates and their respective shareholders, directors, officers and employees, harmless
Indemnity 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&WI disclaims any and all liability to any party other than Client.
Subject to the terms and conditions in the 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
Limitation of
any claims for consequential loss compensation whatsoever which, arise out of or in
Liability
connection with services provided under the 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, except to such third
parties, to whom the report is shared after obtaining the consent of the C&WI.
Anti-Bribery In connection with performance of the Agreement, Client and C&WI each represent and
and Anti- warrant to the other party that they comply with, will comply with, and will not cause the
Corruption: 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
Page 7 of 35
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 the 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 the 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
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 the 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
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_(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 the Agreement and will be entitled to receive payment of the
service fees for services rendered pursuant to the 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 the 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
c) Client or any of its direct or indirect shareholders becomes a Restricted Person.
Page 9 of 35
LOCATION
AND
SUBJECT
PROPERTY
OVERVIEW
Page 10 of 35
A. Subject Property Overview

1. Background
Antara Senior Living Limited has entered into entered into a joint development agreement
(dated February 17, 2023 bearing document no. 13354, duly registered at the office of sub-
registrar, Harsaru, Gurugram) with Max Estates Gurgaon Limited to develop a senior living
project.
Where, Max Estates Gurgaon Limited has appointed Antara Senior Living Limited for the
Project Management Services on an agreed project management fee of 9.5% (nine and half
percent) of the Net Sales Revenue plus taxes as applicable on such payment and additional
fee.
The project is proposed to be constructed on the land admeasuring 11.80 acre (94 Kanal 8
Marla), situated in Village Harsaru, Sector 36-A, Sub-Tehsil Harsaru, District Gurugram,
Haryana (herein and after referred to as “Subject Property”). A total of 33% of the total FAR
i.e 6,06,658 sq ft shall be allocated for development of senior living and associated facilities/
amenities, including any club for the proposed senior living development.
2. Area & Site Details
Particulars Details
Based on the information provided by the Client, we understand that the total
Land Area:
land area of the Subject Property is 11.80 acres (94 Kanal 8 Marla)
Based on the information provided by the Client, the saleable area of the Subject
Property admeasures approx. 23,74,713 sq. ft. and the same is spread across
872 units. The unit wise breakup is as follows:
Max Estate Limited (MEL) Number of Units Carpet Area
2BHK (Refuge) 12 997 sft
3 BHK 144 1,415 sft
3.5 BHK 272 1,481 sft
4.5 BHK 140 1,789 sft
Duplex 8 2,444 sft
Penthouse 4 3,221 sft
Townhouse 4 4,000 sft
Saleable Area: Total MEL Units 584 1,542 sft
Antara Service Limited (ASL) Number of Units Carpet Area
2BHK (Refuge) 6 1,217 sft
2 BHK (s) 70 1,134 sft
2.5 BHK 140 1,332 sft
3.5 BHK 64 1,701 sft
4.5 BHK 8 1,996 sft
Total ASL Units 288 1,368 sft.
Source : Client
Note :
1. A per Client, the above information is still in planning stage, the sizes may
change prior to regulatory filing or on advice of regulatory authorities.
Page 11 of 35
Particulars Details
2. For the purpose of this assessment, area related to Senior Living Project has
only been considered while analysing the Project Management Fee.
We have not carried out any investigations or tests or been supplied with any
Environmental information from the Client or from any relevant expert that determines the
Considerations: presence or otherwise of pollution or contaminative substances in the subject or
any other land (including any ground water).
We have not made formal search but have generally relied on verbal enquiries
and any informal information received from various sources. Our Report is on
current use/ current state basis of the Subject Property and we have not
considered any government proposals for road widening or Compulsory
Purchase/ Acquisition, or any other statute in force that might affect the Subject
Property.
Town Planning
and Statutory
a. Zoning: As per the review of Gurgaon – Manesar Urban Complex 2031,
Considerations:
we understand that the Subject Property is zoned for ‘Residential’ use.
b. Current Usage: We understand that the subject property is currently a

vacant land parcel and does not have any built-up structure. Based on
Term Sheet provided by Client, we understand the Subject Property will
be a residential development.
Page 12 of 35
B. Location Overview
The Subject Property is proposed to be developed at Sector 36A, Village Harsaru, District Gurugram,
Haryana commonly known as Dwarka Expressway (hereinafter referred as “subject micro market”)
Particulars Details
The Subject Property is a proposed group housing development located at Sector

36-A, Sub-Tehsil Harsaru, District Gurugram, Haryana.
The Subject Property is accessible via an internal road which further connects to
Dwarka Expressway. The Subject Property is well connected to all key nodes of
Delhi and NCR through Dwarka Expressway. Opening of Dwarka Expressway
(connecting Subject Property with Dwarka, i.e., West Delhi and Indira Gandhi
International Airport) will further enhance its connectivity. Further, the Subject
General:
Property is located in a developing sector surrounded by various under
construction / completed residential development including Krisumi Waterfall
Residences , Krisumi Waterfall Suites AVL 36 Gurgaon and others. Further
vacant land parcels are available for development .
The Subject Property is proposed to comprise 3 Basement, with a mix of 2BHK,
2.5 BHK, 3.5 BHK and 4.5 BHK with total saleable area of approximately
23,74,713 sq. ft.
The Subject Property is surrounded as follows:
• North: Primary access road

Surrounding: • South: Krisumi Waterfall Suites
• East: vacant land parcel
• West: vacant land parcel
The Subject Property is well connected to surrounding urban settlements and

key nodes. The distance of the subject project from prominent landmarks in is as
follows:
Landmark Distance
Communications: HUDA City Centre Metro Station 14 - 15 Kms
DLF Cyber City, Gurugram 19 – 20 Kms
Gurugram Railway Station 15 -17 Kms
Indira Gandhi International Airport 30 -32 Kms
Source: C&WI Research
The Subject Property is presently accessible via internal road, further connecting
Accessibility/
it to Dwarka Expressway in the west. The map below highlights the accessibility
Frontage:
map for the Subject Property:
Page 13 of 35
Particulars Details

The demarcation above reflects the location and position of the Subject
Property and is for representation purpose only.
Page 14 of 35
C. Micro Market Overview- Dwarka Expressway

The Subject Property is located in Sector 36A, in proximity to Dwarka Expressway, Gurgaon, Haryana.
Dwarka Expressway constitutes sector 88, 88A, 88B, 36A, 36B, 37D, 99, 99A, 100 to 115. (herein after
referred as ‘subject micro-market’). The residential development in this micro market is taking place in
various pockets, however a major chunk of residential supply lies in sectors located in close vicinity
Dwarka Expressway.
Dwarka Expressway (also known as Northern Peripheral Road or NH 248-BB) is a 28.4 km long,
access-controlled highway connecting Dwarka in Delhi with Kherki Daula Toll in Gurgaon, Haryana.
Dwarka Expressway is one the direct
connecting route between Delhi and
Gurgaon, after NH-8 and Mehrauli-
Gurgaon Road. The expressway will be
a 16-lane access-controlled highway
running between Shiv Murti in Delhi and
Kherki Daula in Gurugram. The 18.9 km
section of the expressway will be in
Gurugram and the remaining 10.1 km in
Delhi. Dwarka Expressway connects to
Dwarka towards north and further to NH
– 48 via UER – II which is currently being
widened up. Towards southern end, via
Central Peripheral Road, it provides an
interchange through a clover leaf to
provide connectivity to SPR and NH -
48. The expressway is in the final stage
of delivery and is expected to be
operational by Q1 CY 2024
Additionally, the Dwarka Expressway will provide direct access to the upcoming India International
Convention Centre (IICC) in Sector 25 of Dwarka. It will also provide an alternative route to IGI Airport
through an 8-lane shallow tunnel.
Other infrastructure initiative proposed for the subject micro market are :
• New interstate bus station close to the highway, promoting further growth and trade.
• Development of Mass Rapid Transit System Corridor (or metro rail) along the Dwarka Expressway.
This will commence in Dwarka and run to Manesar and Neemrana via a metro hub being built on
a 162-acre tract at Kherki Daula alongside the new Interstate Bus Terminal.
• A dedicated underpass between Vatika INXT2, linking NH 352W to Dwarka Expressway (NH
248BB).
With the uptick in the market sentiments and the completion of under construction Dwarka Expressway
the subject micro market has received increased attractiveness from the buyers.
Page 15 of 35
AGREEMENT
OVERVIEW
Page 16 of 35
D. Review of Agreement (Binding Term Sheet)
1. Scope of Project Management Services
As per S. No. 5, 6 and 8 of Binding Term Sheet, the scope for Project Management Services
includes the following :
(Refer S. No. 5 - “Scope of Project Management Services by Project Manager in relation to the
Project”)
1. Design:
a. To give expert advice in designing of the Senior Living Project;
b. To give suggestions on the plan, design concept and specification provided by the Developer/
its architects for development of the Senior Living Project;
c. To provide the suggestion on the design of the experience center
2. Construction and Development:

a. to help frame the construction schedule of the Senior Living Project;
3. Promotion (including branding):

a. To prepare plans and strategies for promotion and branding of the Senior Living Project;
b. To provide monitoring services for promotion and sales of the Senior Living Project.
c. Project Manager shall provide their personnel for the purposes of training and development to
the direct marketing team;
d. Project Manager shall use its brand name 'Antara', which resonates with Senior Living, as per
the terms to be agreed in the PMA, which shall be displayed in an appropriate manner, along
with the brand name of the Developer, at the site of the Senior Living Project; and in all
promotion material in relation thereto, including but not limited to signboards, billboards,
letterheads, fee receipts, deposit receipts, brochures and other promotional materials;
e. All promotion collaterals including the finalization of hoardings, brochures, pamphlets, website
content, etc. to be used for the promotion of the Senior Living Project shall be decided by
Project Manager and communicated to Developer for its implementation;
f. Project Manager shall recommend the consultants as may be necessary for execution of
various parts/ sale of the Senior Living Project;
g. Project Manager will monitor all sales and Project Manager will provide full assistance to direct
marketing team to enable such sales;
h. Project Manager shall carry out all administrative work and maintain MIS as may be required
for the promotion of the Senior Living Project;
i. Project Manager shall advise on the Customer Documents that the same are in a form
agreeable and satisfactory to the Developer; and Project Manager shall not make any changes
or amendments in the Customer Documents without prior written consent of the Developer.
The responsibility for preparation and finalization of the Customer Documents pertaining to the
Project shall be with the Developer.
j. Other services as more particularly detailed in the PMA.
The list of Project Management Services and scope of expenses in relation to sales and promotion as
stated here is an indicative list and the same shall be more particularly detailed in the PMA*.
Page 17 of 35
*Note : As per information provided by the Client, the broader terms of scope of Project
Management Agreement (PMA) have been defined in the Binding Term sheet. However, the
copy of the same has not been provide to us.
(Refer S. No. 6 - “Asset Management”)

4. Post completion of the Senior Living Project
a. Project Manager shall operate and maintain the Senior Living Project directly or through any
other specialized agencies and personnel that Project Manager may deem fit; and shall carry
out its responsibilities in accordance with Applicable Laws and in terms of the approvals, at its
own cost and expenses;
b. Project Manager shall recruit, screen, appoint, hire, pay, train, supervise, instruct and direct all
personnel necessary or advisable for the operations and management of the Senior Living
Project, and shall be responsible for discipline, transfer, relocation, replacement, termination
and dismissal of such personnel; and
c. other services as more particularly detailed in the PMA.
The Developer shall co-operate and, assist Project Manager in execution of necessary
agreements between the apartment owners of Senior Living Project and Project Manager to
confirm operation and management of Senior Living Project by Project Manager and its
entitlements in the Senior Living Project in accordance with and applicable laws, and execute
such further writings as may be necessary to enable Project Manager to operate and manage
the Senior Living Project.
5. Business Plan
a. The Parties shall formulate and prepare a business plan before application for RERA approval
of the Senior Living Project is filed.
C&WI Observation :
The responsibilities cover various aspects such as design, construction, promotion, branding,
and post-completion services covers various aspects of the project life cycle, from design to
post-completion.
The scope of Project Management Services outlined in the Binding Term Sheet appears to be
in line with general industry practices for project management services in real estate projects.
Page 18 of 35
2. Project Management Fee

As per S. No. 9 - “Project Management Fee” of the binding Term Sheet, the Project management Fee
are :
a. Project Management Fee
Project Manager shall, from the date of execution of the PMA, be entitled to 9.5% (nine and half
percent) of the Net Sales Revenue plus taxes as applicable on such payment, as more
particularly defined in Schedule II hereto accrued to the Developer from the purchasers of the
Senior Living Project, towards the Project Management Services being rendered by the Project
Manager (“Project Management Fees”).
The Parties hereunder agree and acknowledge that the Project Management Fees shall be all
inclusive of the costs and expenses of the Project Manager including deployment of its own
personnel in the Senior Living Project and payment of their remunerations and other allied
expenses.
b. Additional Fee
In addition to the Fees, ASLL shall also be entitled to an additional fee equivalent to 50% of the
net profit arising out of the Developer's entitlement in the Senior Living Project. In the event
the Developer incurs any loss, 50% of such loss shall be deducted from the Refundable
Performance Deposit at the time of refund of the same to ASLL. Further, in such event, if 50% of
the loss is higher than the Refundable Performance Deposit, the difference in the said amounts
shall be recovered from ASLL by the Developer. The same shall be calculated and paid to or
recovered from ASLL at the time of refund of the Refundable Performance Deposit to ASLL in
accordance with Clause 9. It is clarified that the additional fee payable to ASLL or the deduction
on account of loss recoverable from ASLL as stated above shall be upto a maximum of Fee
paid/payable by the Developer to ASLL in accordance with this Clause. The calculation of net profit
shall be elaborated in the Business Plan, as mentioned in Clause 7.
Various Definition referred in Schedule II of the Binding Term Sheet
“Gross Sales Proceeds” means the following in relation to the sale/ conveyance/ transfer of the
units and areas in the Senior Living Project:
(i) Basic sale price inclusive of TDS (tax deducted at source and other similar taxes/ charges);
(ii) Preferential location charges;
(iii) Floor rise charges;
(iv) Club membership charges;
(v) Charges collected for allotment/ allocation/ transfer of car parking space (if applicable);
(vi) Power backup charges;
(vii) Interest on delayed payments received from purchasers;
(viii) Forfeiture amount/ earnest money/ cancellation charges;
(ix) Cheque bounce charges to be collected from purchasers, if any;
(x) Pass Through Charges;
(xi) Transfer fee/ charges collected till completion;
(xii) Possession related charges;
(xiii) Lease rent received from the occupants of commercial development (if any); and
(xiv) All other amounts, revenue, etc. receivable from the purchasers or prospective purchasers
of units in Senior Living Project.
Page 19 of 35
“Net Sales Revenue” means the amount equal to Gross Sales Proceeds minus the following: (i)
Pass Through Charges (as defined hereinafter); (ii) any amounts refundable to the purchasers
including but not limited to on account of cancellation of their allotments of the units in the Senior
Living Project that were paid by the purchasers; (iii) brokerage cost (including GST) as per actuals;
and (iv) Any proceeds from sale/ transfer of EWS units.
“Pass Through Charges” means and is limited to the following charges deposits and, or, amounts
which would be collected/ recovered from the purchasers in relation to the units in Senior Living
Project: (i) collections in the nature of interest free maintenance deposit (if any), sinking fund and
maintenance charges as agreed in the customer documentation for onward transfer/ deposit to the
concerned Governmental Authority or association of the unit owners or the maintenance agency,
as the case may be; (ii) development charges such as EDC/ IDC or any similar charges imposed
by DTCP in relation to development licenses; (iii) GST or any other similar present and future taxes
and charges levied by any Governmental Authority on the units in Senior Living Project and paid
by the purchasers; (iv) stamp duty and registration charges for registration of unit agreement(s)
and sale deed in favour of purchasers; (v) maintenance charges and deposits collected from the
occupants of the commercial units (if any); and (vi) Holding Charges.
C&WI Observation :
The fee structure is well-defined, covering both Project Management Fee and an Additional
Fee linked to net profit. Project Management Fee includes costs and expenses of the Project
Manager, providing clarity.
After review of fee structure from other developers, the proposed Project Management Fee
indicated in the Binding Term Sheet provided by the client seems to be in line with prevalent
market rate.
3. Refundable Performance Deposit

As per S. No. 10 - “3. Refundable Performance Deposit” of the binding Term Sheet, the refundable
performance deposit are :
The Project Manager shall pay an amount of ₹ 33,00,00,000/- (Indian Rupees Thirty Three Crore only)
("Refundable Performance Deposit") to the Developer, as a deposit/ for the Project Management
Services. The Refundable Performance Deposit shall be payable in tranches by the Project Manager
to the Developer as per the stages agreed in the PMA; and the same shall be refunded by the Developer
to the Project Manager either on receipt of entire Gross Sales Proceeds in relation to sale/ conveyance/
transfer of units and areas in the Senior Living Project, or the date of receipt of occupancy certificate
for the Senior Living Project from the DTCP, whichever is later, unless otherwise mutually agreed
between the Parties.
C&WI Observation :
The Refundable Performance Deposit is clearly defined, with conditions for refund specified.
Considering the scale and the experience of executing real estate projects by Client, the
amount of Refundable Performance Deposit agreed between Client and MEL seems
reasonable.
Page 20 of 35
4. Other Terms
1. Stamp Duty and other charges
Any stamp duty and registration charges, if any, payable on this Agreement shall be borne by the
Developer and will be included in the cost of the Project. If approval/ consent is required from any
Governmental Authority in performing their respective obligations by any party in relation to this
Agreement, then the same shall be applied and obtained by such respective party at its own cost
and expense.
2. Approvals
Developer shall be responsible for procuring all relevant approvals for the Senior Living Project
and share the copies of all such approvals to Project Manager for its adherence while rending
the Project Management Services.
3. Other Cost
Project Manager shall be solely and exclusively responsible for all claims, costs, expenses,
damages, etc. that may be raised/ claimed by the apartment/unit of the Senior Living Project or
the club members or any Governmental Authority, etc., with regard to the operation and
management of the Senior Living Project by the Project Manager, till the time such operation and
management is handled by the Project Manager, subject to applicable law. It is hereby clarified
that Project Manager shall not, in any manner whatsoever be liable for any such claims, costs,
expenses, damages, etc. as stated in the foregoing for any time prior to the date of receipt of the
occupancy certificate of the Senior Living Project, which shall also include any obligations or
liabilities under RERA including the structural defect liability in respect of the Senior Living
Project.
C&WI Observation :
The division of responsibilities, especially concerning stamp duty, approvals, and costs, is
clearly defined. The provided content indicated in the Binding Term Sheet provided by the
client are in line with general market practices.
Page 21 of 35
BENCHMARKING
OF PROPOSED
AGREEMENT
Page 22 of 35
E. Benchmarking Agreements
1. Price Benchmarking of the Residential Projects in the Subject Micro Market
We have analysed various under construction projects in the subject micro market for the price benchmarking. The table below provides the relevant
details :
No. of
Proposed Current
Launch Units
S.No. Project Name Developer Sector Completion Price – (All inclusive)
Date Launched
Date (INR per sq. ft.)
1 Central Park Central Park Sector 104 Oct-23 2025 240 22,000
2 M3M Crown Sector 111 M3M India Sector 111 Feb-23 2027 1620 15,300
3 M3M Crown Sector 111 M3M India Sector 111 Feb-23 2027 1620 15,300
4 Elan The Presidential Elan Group Sector 106 Nov-22 2028 828 18,000
5 M3M Crown (The Tree of Life) M3M India Sector 111 Nov-22 2027 2016 15,000
Sobha City (Vista Grand & Vista
6 Sobha Limited Sector 108 Nov-22 2027 132 17,000
Residences)
C&WI Observation :
The above table suggest that the achievable pricing for the group housing projects in the subject micro market is in the range of INR
15,000 to INR 22,000 per sft.
Page 23 of 35
2. Benchmarking of the Project Management Fee

We have examined few engagement letters, annual presentations, draft red herring prospectuses
(DRHP), and other documents obtained through in-house data base, research and publicly available
sources. Below, outlined are the key benchmarking cases pertaining to project management fees
commonly adopted by developers such as Godrej and Shriram Properties.
1. As per Annual Presentation of Godrej Properties Limited for the quarter ended June 30, 2022.,
their Project Management Fee comprises of:
Basic Fee Additional Fee

Ranges between 7 % to 13% of the total project • Profit Share : Ranges between 44% to
revenues 55%
The summary of the Project Management Fee agreed in various projects by Godrej Properties Limited
is presented in the table below:
a. Only Project Management Fee:
S. Asset Est. Saleable

Project Name Location Business Model Status
No class area (in msf)
1 Godrej Nest Noida Residential 2.20 11% of Revenue Ongoing
2 Godrej Palm Retreat Noida Residential 1.82 13% of Revenue Ongoing
3 Godrej ECity Bangalore Residential 0.06 11% of Revenue Ongoing
4 Godrej 24 Bangalore Residential 0.57 11% of Revenue Ongoing
5 Godrej Platinum Mumbai Residential 0.01 10% of Revenue Ongoing
6 Godrej Vihaa Mumbai Residential 1.30 10% of Revenue Ongoing
7 G&B, Vikhroli Mumbai Residential 0.80 10% of Revenue Forthcoming
8 G&B, Vikhroli Mumbai Residential 1.20 10% of Revenue Forthcoming
9 Godrej Tranquil Mumbai Residential 1.54 11% of Revenue Ongoing
10 Godrej Alive Mumbai Residential 2.10 10% of Revenue Ongoing
b. Project Management Fee with Fee
Est.
S. Asset Saleable
Project Name Location Business Model Status
No class area (in
msf)
10% of Revenue
Godrej Connaught
1 NCR Residential 0.13 and Ongoing
One
Profit Sharing - 50%
6.6% of Revenue
Godrej Park Greens
3 Pune Residential 3.32 and Ongoing
(Mamurdi)
Profit Share - 44%
4 Hinjawadi Pune Residential 10.20 Forthcoming
5 Manjari Pune Residential 4.06 Ongoing
6 Kalyani Nagar Pune Residential 0.50 12.5% of Revenue Forthcoming
and
7 Mahalunge Pune Residential 4.97 Ongoing
Profit Share - 50%
8 Ahire Pune Residential 2.90 at Portfolio level Forthcoming
9 Wagholi Pune Residential 1.70 Forthcoming
10 Pimpri-Chinchwad Pune Residential 1.70 Forthcoming
Page 24 of 35
The relevant extract of the Annual Presentation is presented below :
Page 25 of 35
Page 26 of 35
2. As per DRPH of Shriram Properties Limited, their Project Management Fee comprises of :
Basic Fee Additional Fee

Ranges between 10% to 16% of the total project • Incentives upon project revenues crossing
revenues, based on the nature of the activities specified thresholds
agreed with the counterparty, • Proportion of project revenues earned up to
specific thresholds
The relevant extract of the DRHP is presented below :
3. As per C&WI understanding, the Project Management Fees can be combination of Base Fee, Additional
Fee and the Refundable Security Deposits. The arrangement between the Client and Max Estate
Limited (as per the Biding Term Sheet) seems to be inline with general market practice.
C&WI Observation :
In adherence to prevailing industry norms, it is common to observe that if there is no additional
fee involved, the Project Management Fee is generally in range between 10% to 16% in case
to case basis.
When there is additional fee involved, the Project Management Fee is generally lower side. It
is common to observe an additional fee ranging from 45% to 55% of net profit in the market to
provide flexible fee structures, alignment of risk and reward, customization tied to project
profitability and transparency in commercial terms.
Further, based on our market understanding the Project Management Fee is subject to
variables including the developer’s grade, project manager experience, negotiation etc.
Hence, considering the above factor, the terms agreed in the Binding Term Sheet seems to
be in-line with general market practice.
Page 27 of 35
F. Estimation of Project Management Fee

The following assumptions has been considered to arrive at the achievable Project Management Fee
for the Client.
Particulars Assumption
Saleable Area for Senior Living Project 7,29,582 sq. ft.
Achievable Pricing from the Benchmarking Base Case : INR 15,000 per sq. ft.
Scenario 1: at INR 16,000 per sq. ft.
Scenario 2 : at INR 14,000 per sq. ft.
Other Income & Other Expenses As provided by Client
Additional Fee 50% of the net profit arising out of the Developer's
entitlement
Refundable Performance Deposit INR 33 Cr.to be paid by Client to MEL
Assumed Opportunity Cost/ Interest on Refundable
Performance Deposit 12% p.a.
Project Horizon 4 Years
Particular Base Case Optimistic Pessimistic

Scenario Scenario Scenario
+1,000 -1,000
Launch Price Assumption 15,000 16,000 14,000
Project Management Fee (exclsuing GST) (as % of Net Sales Proceeds) 9.5% 9.5% 9.5%
Additional Fees to Antara (as % of Net Sales Proceeds) 2.2% 3.1% 1.0%
Less : Opporunity Cost on Refundable Deposit (IN INR Cr.) 16 16 16
Opporunity Cost on Refundable Deposit (in %) 1.4% 1.3% 1.5%
Project Management Fee (all inclusive) 10% 11% 9%
Note :
a. Additional Fees to Antara has been calculated as a % of "Project Net profit". However, in reality,
Additional Fees shall be calculated on net profit post deduction of taxes, as applicable at that point
in time.
b. An opportunity cost of 12% p.a. has been assumed on the Refundable Performance Deposit in
order to align with the risk associated with the investment, considering both project-specific factors
and alternative opportunities. By using a 12% rate, we account for the potential returns foregone
by choosing this investment in form of refundable performance deposit in the Senior Living Project
over other investment, maintaining a balanced and prudent approach in our financial evaluations.
Based on the price benchmarking mentioned above and the cost estimates shared by the Client, the
computed Project Management Fee (all inclusive) shall be in the range of 9 % to 11% of the Net Sales
Revenue for the Client.
C&WI Observation :
On the basis above analysis, the Project Management Fee agreed in the Binding Term Sheet
depicts the arm length transactions between the Client and MEL.
Page 28 of 35
G. Conclusion
s
The scope of Project Management Services outlined in the Binding Term Sheet appears to be in line
with general industry practices. The responsibilities cover various aspects such as design, construction,
promotion, branding, and post-completion services, indicating a comprehensive approach.
The Project Management Fee structure, consisting of a percentage of Net Sales Revenue and an
additional fee based on the net profit, aligns with general market practices. The inclusion of various
components in Gross Sales Proceeds and the deduction criteria for Net Sales Revenue appear
consistent with industry norms.
Acknowledging that the Project Management Fees are all-inclusive of costs and expenses, including
personnel deployment and remunerations, reflects transparency and simplifies the financial
arrangement.
Further, The stipulation of a Refundable Performance Deposit, subject to refund upon specific project
milestones, appears to safeguard the interests of both parties, ensuring commitment and performance
The Binding Term Sheet outlines that the Project Manager is entitled to an Additional Fee based on the
net profit arising out of the Developer's entitlement in the Senior Living Project. The inclusion of profit-
sharing through the Additional Fee reflects a fair and collaborative approach, aligning the interests of
the Project Manager with the success of the Senior Living Project
After review of Binding Term Sheet and the benchmarking exercise, comparing the proposed project
management fee with those of established developers like Godrej, Shriram Properties and others we
understand that the Binding Terms Sheet agreement appears fair, with defined services and
corresponding fees. The inclusion of industry-standard practices strengthens fairness. The proposed
Project Management Fee outlined in the Binding Term Sheet is well-structured, fair, reasonable,
reflective of an arm's length transaction and in line with prevailing industry standards.
Page 29 of 35
Annexures
Annexure 1: Subject Property Location Map

The demarcation above reflects the location and position for representation purpose only.
Page 30 of 35
Annexure 3: Details of the Land of the Subject Property

Rectangle Killa Land Extent Land Owner Status of
No. Kanal Marla Sarsai License
123 20/2 5 8 0 NRPL Un-licensed
124 20/1 4 18 0 97 of 2013
15 Min. 4 1 0 38 of 2013
16/1 5 4 0
17/1 5 3 0
18/1/1 5 3 0
19/1/1 2 12 0
19/2/1 3 5 0
20/2 3 2 0
125 16/2 6 0 0 38 of 2013
16/1 1 16 0 Un-licensed
17/2/1 0 7 0
25/2/1/1 0 17 0
Total (A) 47 16 0
124 16/2 2 16 0 DPPL 38 of 2013
17/2 2 17 0
18/1/2 0 17 0
19/1/2 1 8 0
19/2/2 0 15 0
25 Min. 4 0 0
123 22 Min. 4 0 0
Total (B) 16 13 0
123 21 Min. 4 0 0 DPPL (1/2 Share) and 38 of 2013
PIPL (1/2 Share)
Total (C) 4 0 0
124 18/2 2 0 0 PIPL 38 of 2013
21 8 0 0
22/2 6 4 0
23 Min. 5 15 0
24 Min. 4 0 0
Total (D) 25 19 0
Total (A+B+C+D) 94 8 0
11.80 acres
Source: C&WI Research *Map not to scale
Page 31 of 35
Annexure 4: Information Supplied

We have been supplied with the following information by the Client:
S.No Information
1 Binding Term Sheet
2 Details of the Land of the Subject Property
3 Information related to cost, income, and other Expenses
Page 32 of 35
Annexure 5: Instructions (Caveats & Limitations)

The Valuation Report (hereafter referred to as “Report”) is not based on comprehensive market research of
the overall market for all possible situations. Cushman & Wakefield India (hereafter referred to as “C&WI”)
covered specific markets and situations, which are highlighted in the Report. C&WI did not carry 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 relied 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.
In conducting this assignment, C&WI carried out analysis and assessments of the level of interest envisaged
for the property(ies) under consideration and the demand-supply for the office / retail sector 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 has adopted Valuation method in accordance with the definition of Appraisal and Valuation
Standards published by the Royal Institution of Chartered Surveyors and has endeavoured to
develop forecasts on demand, supply and pricing on assumptions that are considered relevant and
reasonable at this point of time. All of these forecasts are in the nature of likely or possible
events/occurrences and the Report does not constitute a recommendation to Antara Senior Living
Limited 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 has relied 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 are limited to assessment and does not constitute an audit, a due diligence,
tax related services or an independent validation of the projections. Accordingly, C&WI has not
expressed any opinion on the financial information of the business of any party, including the Client
and its affiliates and subsidiaries. The Report is prepared solely for the purpose stated and should
not be used for any other purpose.
e. While the information included in the Report is 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 has relied 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.
Page 33 of 35
The Report reflects matters as they currently exist. Changes may materially affect the information contained
in the Report.
All assumptions made in order to determine the Valuation of the identified property(ies) is based on
information or opinions as current. In the course of the analysis, C&WI has relied 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.
No investigation of the title of the assets has been made and owners’ claims to the assets is assumed to
be valid. No consideration has been given to liens or encumbrances, which may be against the assets.
Therefore, no responsibility is assumed for matters of a legal nature.
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 written 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 unless prior written consent from C&WI has been
obtained
Page 34 of 35
SAKSHI SIKRI
Director & Head – North & East, India
+91 9811228885
Sakshi.Sikri@cushwake.com
AILUSH SARASWAT
Associate Director
+91 9867772643
Ailush.Saraswat@cushwake.com
About Cushman & Wakefield

Cushman & Wakefield (NYSE: CWK) is a leading global real
estate services firm that delivers exceptional value for real
estate occupiers and owners. Cushman & Wakefield is among
the largest real estate services firms with approximately
50,000 employees in over 400 offices and 60 countries. In
2020, the firm had revenue of $7.8 billion across core services
of property, facilities and project management, leasing, capital
markets, valuation and other services.
To learn more, visit www.cushmanwakefield.com or follow
@CushWake on Twitter.
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VALUATION & ADVISORY REPORT

ANTARA SENIOR LIVING LIMITED

COMMENTING ON THE FAIRNESS, ARM’S LENGTH

CUSHMAN & WAKEFIELD

REPORT DATE: 28-NOV-2023

B. Location Overview .......................................................................... 13

E. Benchmarking Agreements .......................................................... 23

F. Estimation of Project Management Fee ................................... 28

Sqm. Square metre

Sq. yd. Square Yard

Sq. ft. Square Feet

FAR Floor to Area Ratio

PMA Project Management Agreement

MEL Max Estates Gurgaon Limited

ASL Antara Senior Living Limited

Client: Antara Senior Living Limited

Report Antara Senior Living Limited

Purpose: Seeking relevant corporate and other approvals

Site 28.418939743773798, 76.97418143288265

Date of Report: 28th November, 2023

Name: Sakshi Sikri, Name: Ailush Saraswat

Name: Simran Faridi

A valuation is a prediction of price, not a guarantee. By necessity it requires the valuer to

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 the Agreement, Client and its shareholders,

b) In connection with performance of the Agreement, Client and its shareholders,

a) In connection with performance of the Agreement, Client violates, or causes C&WI to

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

A. Subject Property Overview

2. Area & Site Details

b. Current Usage: We understand that the subject property is currently a

The Subject Property is a proposed group housing development located at Sector

• North: Primary access road

The Subject Property is well connected to surrounding urban settlements and

Source: C&WI Research

Source: C&WI Research

C. Micro Market Overview- Dwarka Expressway

D. Review of Agreement (Binding Term Sheet)

1. Scope of Project Management Services

2. Construction and Development:

3. Promotion (including branding):

(Refer S. No. 6 - “Asset Management”)

2. Project Management Fee

Various Definition referred in Schedule II of the Binding Term Sheet

3. Refundable Performance Deposit

2. Benchmarking of the Project Management Fee

Basic Fee Additional Fee

a. Only Project Management Fee:

S. Asset Est. Saleable

b. Project Management Fee with Fee

The relevant extract of the Annual Presentation is presented below :

Basic Fee Additional Fee

The relevant extract of the DRHP is presented below :

F. Estimation of Project Management Fee

Particular Base Case Optimistic Pessimistic

Source: C&WI Research

Annexure 3: Details of the Land of the Subject Property

Source: C&WI Research *Map not to scale

Annexure 4: Information Supplied

1 Binding Term Sheet

2 Details of the Land of the Subject Property