Valuation Group. SEBI Registered Category - I Merchant Bankers. valuation@spacapital.com

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1 Valuation Services By Valuation Group SPA Merchant Bankers Limited SEBI Registered Category - I Merchant Bankers valuation@spacapital.com

2 About SPA SPA is a leading composite financial services provider growing on strength of its research based customer centric approach and consistent servicing. Thorough understanding of client s perspective and requirements supported with exhaustive research forms the backbone of all our services. A team of over dedicated professionals comprising Bankers, Chartered Accountants, Company Secretaries, MBAs and Technocrats is striving towards providing financial solutions and achieving customer satisfaction. Key strength of the team- deep understanding of capital market, strong networking with institutional investors, expertise in industry sectors & ability to structure transactions and products suitable to needs of the client. Offering Innovative, integrated & customized solutions to corporate, funds, institutions and individuals. Ranked amongst top merchant bankers continuously in the league of arrangers of primary debt placements (source: Prime Database) & amongst top 2 in short-term debt syndication. All India network of offices & strong relationship with Institutional Investors like commercial banks & mutual funds. Large network of Associates and Sub-brokers spread all across the Country.

3 SPA Capital Services Ltd. SPA Securities Ltd. SPA SPA Insurance Broking Services Ltd. SPA Merchant Bankers Ltd.

4 FOR WHAT IT S WORTH.. Valuation is a controversial and complex subject. It requires an in- depth understanding of the market, the assets and its competitors, financial and non-financial information, as well as factors such the legal and regulatory environment. Valuation advise needs the right blend of analysis, experience and professional judgment. SPA s Valuation group has extensive experience of valuing shares, businesses and intangible assets in a variety of commercial and contentious contexts. Our commercial perspective is supported by technical rigor, in addition to the insights and experience gained from performing numerous major assignments every year. SO TRUST THE EXPERTS TO KNOW THE TRUE WORTH.

5 Valuation Services An Introduction We provide independent valuation services utilizing accepted valuation methodology to produce well reasoned, supportable valuation and financial consulting services. Our valuation passes two tests. First, it reaches an accurate value conclusion. Second, it clearly and convincingly establishes how the conclusion was reached. A good business valuation can be successfully defended and supported under critical scrutiny. The Team Quality valuations are performed by experienced, capable appraisers. SPA prides itself on its professional experience and expertise in the field of corporate valuations. As a financial consulting firm, our major specialty is valuing businesses and corporate securities. The team consists of Chartered Accountants, CFAs, Company Secretaries and ICAI Certified Valuation experts. Clients Who Count On Us We have done more than 1000 valuations across industries. Our clientele consist of domestic and multinational companies including various Fortune 500 companies. Referrals from existing clients constitute the largest single source of clients for SPA. Other valued reference sources for new assignments include, accounting firms, law firms, and investment banking organizations.

6 Valuation Concept Value - Price Value varies with situation Not an Exact Science Subjective More of an Art Type text here Date Specific 6

7 Mélange of Valuation Services The valuation services we provide broadly cover the following: Business Valuation - Acquisition- iti Domestic & Cross Border -Assessment of Merger Swap Ratio -FairnessOpinion - Valuation of business segments/divisions for spin off/restructuring - Share Purchase/Investment/Fund t/f Raising i - Good will & Asset Impairment testing (US GAAP/IFRS/Indian GAAP) - Investment Impairment testing for accounting purposes - Fair valuation for statutory/regulatory purposes Intangible Asset valuation -- Brand valuation -- Intellectual property valuation -- Asset valuation for purchase price allocation for accounting for business combinations (US GAAP/IFRS) Employee Stock Options Valuation -Equity Shares/Common Stock for Perquisites taxation -SweatEquity -Stock Options through Black Scholes and Binomial or Lattice technique

8 Corporate Restructuring Mergers & Acquisition, Spin Offs etc. Mergers, Acquisitions and Demergers are the order of the day in today s world of rapid and inorganic industrial growth. Complete due diligence and correct valuation are keys for the success of any merger, acquisition or demerger. As the cross border barriers are getting reduced M & A activity has spread its wings around the globe. The most critical part remains the correct valuation. We, at SPA, provide process oriented defendable Valuation Report. As a Category I Merchant Bankers we also provide Fairness Opinion report.

9 Intangible Asset Valuation Brand, IPR etc. Intellectual property (IP) and intangible asset (IA) issues abound throughout the business world, touching nearly all aspects of a company, from product development to human capital, and staff functions such as legal, accounting, finance to line operations such as R&D, marketing and general management. This wide diversity of IP applications and stakeholders is a leading contributor to the complexity of managing IP, as each field has its own legal, regulatory and practitioner history. One aspect all these disciplines have in common is the need for valuation. Valuation, as noted by Lord Kelvin, provides the potential to enhance our knowledge of intellectual property and to bridge the gap between these disciplines by providing a common set of methods to capture and describe the business, legal and financial aspects of the intangible asset in question. While the applications and even the vocabulary of these field can differ, the underlying valuation methods bear striking similarities, which in turn reduces complexity and helps shed light on key management issues. We, at SPA, provide Valuation Report which uses internationally accepted complex methods but is still easily understandable.

10 Vl Valuation under IFRS/ IAS With IFRS all set to come to India, emphasis will be more on fair value accounting than cost based accounting. Some of the standards where there will be need of fair valuation opinions are: Share-based Payment (IFRS 2) Business Combination (IFRS 3) Financial Instruments Presentation (IAS 32 & IFRS 7) Impairment of Assets (IAS 36) Financial Instruments Measurement (IAS 39) Investment t Properties (IAS 40) SPA provides valuation report, whichserves the purpose of financial reporting, including, but not limited to, the effective date of valuation, the methods and significant ifi assumptions applied in estimating fair value and if applicable, the extent to which the values were determined by reference to observable prices in an active market or recent market transactions at arm s length terms or were estimated using other valuation techniques, which enables the client to make decisions i on the most appropriate accounting treatmentt t and to account for the different assets (or liabilities) employed in the enterprise in a compatible fashion.

11 Valuation For RBI under FEMA Asper Notification No. FEMA 120/ RB-2004 & Notification No. FEMA 20 / RB dated 3rd May 2000, we provide valuation report: For remittances under approval route For remittances under automatic route For Investment in a foreign security by swap or exchange of shares of an Indian company For Transfer by wayof gift or sale by a person resident in India to aperson resident outside India SPA has Extensive knowledge of valuation theory and practical experience in valuing Foreign and domestic companies; Expertise in relevant laws

12 Valuation For Perquisites taxation In the Finance Bill 2009, FBT has been abolished, but ESOPs will continue to taxed as perquisites, iit basis of which h shall remain Fair Market Value. CBDT has issued a notification in this regard which says that in a case where, on the date of exercise of the option, the share in the company is not listed on a recognized stock exchange, the fair market value shall be such value of the share in the company as determined d by a merchant banker on the specified date. SPA issues FMV certificate which is in compliance with provisions of Income tax law and circulars issued by Indian Government.

13 Valuation of ESOP for accounting & other purposes As per SEBI (ESOP Scheme) 1999, the accounting value of options shall be equal to the aggregate, over all employee stock options granted during the accounting period, of the intrinsic value of the option or, if the company so chooses, the fair value of the option. The fair value shall be estimated t using an option-pricing i i model (for example, the Black-Scholes or a binomial model) that takes into account as of the grant date the exercise price and expected life of the option, the current price in the market of the underlying stock and its expected volatility, expected dividendsidends on the stock, and the risk-free interest rate for the expected term of the option. Black-Scholes methodology has historically been used for valuing equity options. However in many cases, a more sophisticated option pricing models, such as a Binomial Model or, for more complex cases, a Monte- Carlo simulation is required. Deciding on the appropriate valuation model is a key decision for accounting for share awards. SPA assists in designing appropriate equity incentive plans and developing robust models that determine the accounting cost of stock plans.

14 Why SPA? Experience &Clientele: SPA prides itself on its professional experience and expertise in the field of corporate valuations. We have done more than 500 valuations across industries. Our clientele consist of domestic and multinational companies including various Fortune 500 companies. Team: Quality valuations are performed by experienced, capable appraisers. The team consists of Chartered Accountants, CFAs, Company Secretaries and ICAI Certified Valuation experts. Quality output: As a result of clear understanding of applicable laws and passion to excel and deliver, our valuation passes two tests. First, it reaches an accurate value conclusion. Second, it clearly and convincingly establishes how the conclusion was reached. Our valuation can be successfully defended and supported under critical scrutiny. Touch of advisory: We understand that, clients require more than just the report. We are more than willing to provide advisory and support before and after the rendering of services.

15 Promoters of SPA Group Kamal Kishore Somani, Director A Chartered Accountant with 26 years excellent track record in the financial services. He has vast experience in corporate finance, debt market, money market, project financing, financial re-structuring and investment advisory. He also has a rich experience in distribution of mutual fund schemes, public issues, mergers and amalgamations. Sandeep Parwal, Director A Chartered Accountant with excellent academic record and engaged in financial services for the last 19 years. He has vast experience in distribution of mutual fund schemes amongst cash rich corporate and HNI. He also has experience of marketing of public issues, corporate finance, debt market, investment advisory and taxation.

16 Key Execution Team- Valuations Nitin Somani, Company Secretary ACS - 6 years of experience in handling corporate compliances, Merchant Banking and distribution of public issues. Sourabh Garg, Sr. Manager ACA, B. com having more than 3 years experience in the field of Merchant Banking, Project Financing, Loan Syndication & Corporate Valuations. Certified Valuer from Institute of Chartered Accountants of India

17 CLIENT QUOTES Very V professional and prompt in services - CFO, of an IT Major Kept to deadlines, and excellent self explanatory report - Director Finance, of Media Company Timely and clear communication, during process and final product was worth the money - CFO, Telecommunication Company What they delivered was beyond the assignment, it had a touch of advisory, which was priceless - CEO, Healthcare Company

18 Other Services Offered By SPA Group Investment Banking Distribution of Financial Products Management of Public & Rights Offer Private Placement of equity & debt Managers to Takeovers/Mergers/ / Acquisitions Delisting & Buyback offers Equity Research Overseas listing (FCCB) ESOPs Advisory Debt Restructuring t Financial structuring Loan syndication Short Term Debt Mutual Funds Public Issues Bonds Fixed Deposits Debt Issues Other financial products Securities Broking Cash Market Wholesale Debt Market Futures & Options Insurance Broking Life Insurance Broking Non-Life Insurance Broking

19 Network Offices Head Office 25, C-Block Community Centre, Janakpuri, New Delhi Phone: / , Fax: valuation@spacapital.com it l Corporate Office Phone: , Fax: mumbai@spacapital.com Bangalore Office Phone: , Fax: blr@spacapital.com Kolkata Office Phone: / , Fax: cal@spacapital.com Hyderabad Office Phone: , Fax: Chennai Office Phone: Fax: Pune Office Phone: Fax: