‘TO WHOMSOEVER IT MAY CONCERN Based on the analysis of the business model and management certified financial projections provided by the Key ‘Managerial Personnel (KMP’s) of Run Adam Sports Private Limited ("the Company” or “RASPL") and other relevant Information as provided to us and subject to the notes and comments provided herein, we Finshore Management Services Limited, SEBI Registered (CAT) Merchant Banker, hereby certify that we have arrived at the Fair Market \Value of each Share of the Company at INR 7901.04/- (Rupees Seven Thousand Nine Hundred One and Paisa Four Only) as per Discounted Free Cash Flow (“DFCF") Methodology as at November 30, 2019. The computation of fair market value of Share of the Company as per DFCF methodology has been attached as Annexure. Run Adam Sports Private Limited (CIN- U72900TN2017PTC115005) is a company incorporated under the Provisions ‘of the Companies Act 2013 having its registered office at New No. 22, Maharaja Surya Rao Road, Alwarpet Chennai Chennai TN 600018 IN. It was incorporated on 16” February 2017 with the main objects of carrying on the business of online market place, net marketing, net commerce solutions for both the vendors and individuals across India, specializing in providing information in the area of sports human resource recruitment, sports facilitation, sports and fitness information platform etc to connect for business to business and business to consumers in and outside India, ‘The valuation of shares is done on the basis of discounted cash flow method of valuation as per internationally accepted valuation methodology on arm's length basis as required by Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017 Notification No. FEMA 20(R)/ 2017-RB dated November 7 amended from time to time issued by RBI Accordingly, we are enclosing our report with this leter stating the value per share of Company as on November 30, 2019. For Finshore Management Services Limited (SEBI Regd. CAT-1 Merchant Banker, Regn. No ome Wyer Director (i:( Kolkata Annexure: Valuation computation of RASPL as per DFCF Methodology along with the assumptions and our INM000012185) caveats. Page 1 of 4 FINSHORE MANAGEMENT SERVICES LIMITED (CIN: U74900WB2011PLC169377) @ Website: wwwfinshoregroup.com Regd, Office :“Anandlok” 2nd Floor, Block-A, Room No. 207, 227, A.J. C. Bose Road, Kolkata-700 020 West Bengal, India Ph: 033 2289 5101 ating EnterpAnnexure-1: Computation of Fair value of RASPL as per Discounted Free Cash Flow Methodology | in Lakhs unless specified a FTemaver Ea ini 28 ao Saat bor 3 ai] 6] 7 2s 3a in Ta : Ss 30249 57] oust [add Depeciten * 7] 2 ry 16 Ls capil Espen 30 ED i a 3] 0] |e a 3 5 5 i i, i fase Fa HH 7 Tie 73a Gi [Daconing Fa om ‘si ta 035 050 om 0} Treen ae of Ck ow 35 5 a o es 7 wast 1. For the purpose of valuation of equity in this transaction through DFCF methodology, we have relied upon the projections provided by the management for next 6 financial years starting from FY 2019-2020 (4 months) and ending FY 2024-25 months duly supplemented by its Terminal Value based on the Gordon Model and extrapolating the adjusted free cash flows for last year at an annual growth rate of 3.5% percent to perpetuity. To arrive at Ke (Cost of capital) we have considered the Rf (Risk Free) rate of 6.46% and Market Return of 15.31%, We arrived at Ke of 17.81% after considering appropriate Risk premium (including the size of the Company, nature of its business and the Industry in which it operates) & Weighted Average Cost of capital (WAC) arrived at 17.26%. 2. We have not used NAV method for valuation of RASPL considering the fact that asset values reflected in books of accounts are generally nota true indicator of the future distributable cash/profit generating ability Of the business which is widely regarded as the true determinant of value of assets for most of the industries. The asset values recorded in books of accounts are also impacted by accounting policies which ‘may be discretionary at times. Page 2 of 4 FINSHORE MANAGEMENT SERVICES LIMITED (CIN: U74900WE2011PLC169377) @ Website : www.finshoregroup.com Regd, Office: “Anandlok” 2nd Floor, Block-A, Room No. 207, 227, A. J.C. Bose Road, Kolkata-700 020 West Bengal, India Ph. : 033 2289 5101‘Our Caveats: 1, This Valuation Report has been issued on the specific request of RASPL for the Value of the shares of the Company as at November 30, 2019 as per FEMA Regulations. This Report is prepared exclusively for the above stated purpose and must not be copied, disclosed or circulated or referred to in correspondence or discussion with any other party. Neither this report nor its content may be used for any other purpose without prior written consent of Finshore Management Services Limited. 2. We have summarized the Valuation Analysis of the shares of the Company based on the information as was Provided to us and other publicly available information. We do not assume any responsibilty for the accuracy (oF reliability of such documents on which we have relied upon in forming our opinion. However, we would like to state that in the process of evaluation, nothing has come to our attention to indicate that the Information provided was, materially mis-stated or incorrect or would not afford reasonable grounds to believe itis incorrect upon which the report is based, 3. This Report does not look into the business/commercial reasons behind the transaction nor the likely benefits arising out of the same. In addition, we express no opinion or recommendation, and the stakeholders are expected to exercise their own discretion. 4. We have valued the company based on the future Projection (which has been provided by the management) & would lke to state that we do not assume any responsibility for the validation of the projection. 5. Wehaveno present or planned future interest in RASPL and the fee for this Valu 'upon the values reported herein. The Valuation Analysis contained herein is not intended to represent the value at any time other than the date that is specifically stated in this Report. analysis s not contingent 6. Wehave assumed and relied upon the truth, accuracy and completeness of the information, data and financial terms provided to us or used by us; we have assumed that the same are not misleading and do not assume or ‘accept any liability or responsibility for any independent verification of such information or any independent technical valuation or appraisal of any of the assets, operations or liabilities of the Company. 7. Our engagement is limited to preparing the report to be submitted to the Client. We shall not represent in front of any person for answering any specific queries raised by them pertaining to this report and we shall ‘not be liable to provide any evidence for any matters stated in the report nor shall we be liable or responsible to provide any explanation or written statement for any assumption, information, methodology or any other ‘matter pertaining to the report. 8. Whilst all reasonable care has been taken to ensure that the factual statements in the report are accurate, neither ourselves, nor any of our Directors, Officers or Employees shall in any way be liable or responsible either directly or indirectly for the contents stated herein. Accordingly, we make no representation or warranty, express or implied, in respect of the completeness, authenticity or accuracy of such factual FINSHORE MANAGEMENT SERVICES LIMITED (CIN: U74900WB2011P1.C169377} @ Website : wwwfinshoregroup.com, Regd. Office: “Anandlok" 2nd Floor, Block-A, Room No. 207, 227, A.J. C. Bose Road, Kolkata-700 020 West Bengal, India Ph. :033 2289 5101~ statements. We expressly disclaim any and all liabilities, which may arise based upon the information used in this report. We are not liable to any third party in relation to the issue of this report. & 9. Our Valuation is based on the achievabilty of the Projected figures provided by the management based on the current round of funding. In case the Company is not able to achieve the Projected figures, our valuation results will be substantially affected. 10. We have given opportunity to the management of RASPL to review our report and they have given their consent that the facts mentioned in the report are true and correct. 11, Our Valuation report should not be construed as investment advice; specifically, we do not express any pinion on the suitability or otherwise of entering into the proposed transaction. 112, Our valuation is based on the company’s projection which has been provided by the management. Any negative outcome can change our valuation significantly. Page 4 of 4 FINSHORE MANAGEMENT SERVICES LIMITED (CIN: U74900WB2011PLC169377) @ Website : www.finshoregroup.com Regd. Office: “Anandlok” 2nd Floor, Block-A, Room No. 207, 227, A.J. Bose Road, Kolkata-700 020 West Bengal, India Ph. : 033 2289 5101