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TO WHOMSOEVER IT MAY CONCERN

VALUATION REPORT ON CALCULATION OF FAIR VALUE OF SHARES

OF .PRIVATE LIMITED

The Company ..Private Limited was incorporated on

with the Registrar of Companies NCT of Delhi & Haryana as

a wholly owned subsidiary of ... The main objects as set

out in the Memorandum and Articles of Association of the Company are:-

1.To carry on in India, or elsewhere whether directly or through

subsidiaries or in partnership or otherwise the businesses of

manufacturers, buyers, sellers, importers, exporters, wholesalers,

dealers, producer, agents (including C&F agents), franchisee,

brokers, distributors and factors of trade in all types of food, food

products, all kind of edible oils including but not limited to olive

oil, sunflower seed oil and grapeseed oil, all kind of dried fruits as

nuts, hazelnuts, almonds and popcorn, all kind of pickles and

olives, and all kind of vinegars and dressing sauces.

2.To conduct economic, financial and technical research for all

products, projects and services connected with the performance

organization and exploitation of the above defined business

mentioned in sub- clause (1) above.

As per RBI Notification No. FEMA 205 / 2010- RB, Dated April 7, 2010,

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the Price of shares issued to persons resident outside India shall not be

less than the fair valuation of shares done by a SEBI registered Category

- I Merchant Banker or a Chartered Accountant as per the discounted

free cash flow method, where the shares of the company is not listed on

any recognized stock exchange in India.

As the shares of the ., being a private limited company is

not listed on any recognized stock exchange in India, the fair valuation of

shares is done on the basis of discounted cash flow method.

For calculation of fair value of shares the cash flow projection for 5 years

(i.e. from financial year 2010 to 2014) has been taken into consideration.

To calculate enterprises value WACC has been taken as 15% and Growth

rate as 5% and by applying these rates the total enterprise value has

come to Rs. 13,257,779/- (the detail calculation is given in Annexure-A)

To arrive on the fair value of shares, the total enterprise value is divided

by total number of shares of the company including fresh allotment of

shares. Since the company is first time issuing its shares after

incorporation, the enterprise value is divided by the total number of

shares to be issued i.e. 15,00,000 (fifteen lacs)shares.

In view of the aforementioned calculation, the fair value of shares is Rs.

8.80 per share.