VALUATION REPORT for DISINVESTMENT of 100
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SUDHIR CHANDI REGISTERED VALUER INSOLVENCY PROFESSIONAL, FCA, B.COM (H), PGDERA VALUATION REPORT OF ZOMATO MEDIA PRIVATE LIMITED As on 12th November 2019 (Strictly privileged and confidential) Contact Us At: B-7/280, 1st Floor, CA Apartments, Paschim Vihar New Delhi-110063, Mob: 9911308123, 9868114626 Email Id: [email protected] Valuation Report - Zomato Media Private Limited 1 SUDHIR CHANDI REGISTERED VALUER INSOLVENCY PROFESSIONAL, FCA, B.COM (H), PGDERA VALUATION REPORT To, Date: 7th January 2020 Reference Number: ZMPL2/1211/18-19 The Board of Directors Zomato Media Private Limited Ground Floor, Tower- C, Vipul Tech Square, Sector- 43, Golf Course Road, Gurugram-122009, Haryana, India Subject: Recommendations of fair value for issue of Equity Shares of Zomato Media Private Limited Dear Sir/ Ma’am, I refer to my Engagement Letter dated 12th November 2019 confirming my appointment as a Registered Valuer of Zomato Media Private Limited (the “Company”) for recommending the fair value for issue of Equity shares of the Company as on 12th November 2019 (“Valuation Date”). I hereby enclose the report on preference share valuation. I understand that the contents of the report have been reviewed by the Management and that you agree with them. This report is subject to the scope, exemptions, exclusions, limitations and disclaimers detailed hereinafter. As such the report is to be read in totality and not in parts in conjunction with the relevant documents referred to therein. Yours faithfully, Sudhir Chandi Registered Valuer IBBI/RV/02/2019/12462 Valuation Report – Zomato Media Private Limited 2 SUDHIR CHANDI REGISTERED VALUER INSOLVENCY PROFESSIONAL, FCA, B.COM (H), PGDERA Table of Contents 1. INTRODUCTION ........................................................................................................................ 4 2. COMPANY BACKGROUND ........................................................................................................ 6 3. VALUATION METHODOLOGY ................................................................................................... 7 VALUATION INTRODUCTION ........................................................................................................... 7 DISCOUNTED CASH FLOW METHOD – INCOME APPROACH ....................................................................................... 8 4. CONCLUSION .......................................................................................................................... 11 5. CAVEATS ................................................................................................................................. 11 EXHIBITS-1 (DCF ANALYSIS) ........................................................................................................... 14 EXHIBITS-2 (ASSUMPTIONS) .......................................................................................................... 16 EXHIBITS-3 (CAPITALIZATION TABLE) ............................................................................................ 17 Valuation Report – Zomato Media Private Limited 3 SUDHIR CHANDI REGISTERED VALUER INSOLVENCY PROFESSIONAL, FCA, B.COM (H), PGDERA VALUATION REPORT FOR THE PREFERENCE SHARE VALUATION OF ZOMATO MEDIA PRIVATE LIMITED 1. INTRODUCTION S. No. Particulars Details 1. Appointing Authority and I have been appointed by the Board of directors of the company to purpose of valuation determine the Fair Value for issue of Equity Shares of the Company as on 12th November, 2019 (“the Valuation date”). This report (“Valuation Report”) sets out the findings of our exercise. I refer to our Engagement Letter dated 12th November, 2019 confirming my appointment as an independent valuer of securities of Zomato Media Private Limited (the “Company”). 2. Identity of the Valuer and I Sudhir Chandi, acting as a Registered Valuer with IBBI having registration any other experts involved number IBBI/RV/02/2019/12462 and member of IOV Registered Valuer Foundation is involved in this valuation assignment. 3. Important dates Date of Appointment: Date when resolution has been passed by the Board of directors of the company for appointing Registered Valuer. My appointment has been approved in the audit committee meeting held on 8st November, 2019. Date of Valuation: 12th November, 2019 Date of Valuation report: 7th January,2020 4. Disclosure of Valuer’s I acknowledge that I have no present or contemplated financial interest Interest/Conflict, if any in the above mentioned transaction or the Company. My fees for this valuation are based upon my normal billing rates, and not contingent upon the results or the value of the business or in any other manner. 5. Standard of Value Fair Market Value A value of a business enterprise determined between a willing buyer and a willing seller both in full knowledge of all the relevant facts and neither compelled to conclude a transaction. 6. Premise of Value Going Concern Value in continued use as an ongoing operating business enterprise. 7. Valuation standards International Valuation Standards (IVS) adopted Valuation Report – Zomato Media Private Limited 4 SUDHIR CHANDI REGISTERED VALUER INSOLVENCY PROFESSIONAL, FCA, B.COM (H), PGDERA 8. Inspection and/or I have not undertaken any inspection and/ or investigation of the investigations undertaken documents provided by the management of the company for carrying out the valuation of the shares. 9. Sources of the information In connection with this exercise, I have used the following information used or relied upon about the company: As received from the Management: Annual Reports for the period ended 31st March 2018 and 31st March 2019. Provisional Financial Statements for the period ended 30th September 2019 Projected Financials for next five years i.e. FY20-FY24 Shareholding Pattern Company profile Other relevant Information From publicly available sources: Risk Free Rate : Bloomberg Beta : Database of Ashwath Damodaran BSE 500 Index base values on relevant dates During the discussion with the Management, I have also obtained explanations and information considered reasonable necessary for my exercise. The company has been provided with an opportunity to review the draft report as part of my standard practice to make sure the factual inaccuracies/ omissions are avoided in my report. 10. Major factors that were Please refer to detailed calculation and assumptions in Exhibits. taken into account 11. Restrictions on use of The Analysis is confidential and has been prepared exclusively for the reports specific purpose mentioned herein. It should not be used, reproduced or circulated to any other person or for any purpose other than as mentioned above, in whole or in part, without the prior written consent of Sudhir Chandi, Valuer other than the purpose for which it is prepared and for any regulatory or legal purpose. This report is only to be used in its entirety, and for the purpose stated in the report. Valuation Report – Zomato Media Private Limited 5 SUDHIR CHANDI REGISTERED VALUER INSOLVENCY PROFESSIONAL, FCA, B.COM (H), PGDERA 2. COMPANY BACKGROUND 1. About the Company: (Based on information provided by the Company) Zomato Media Private Limited operates a restaurant search and discovery Website and application providing in-depth information for restaurants in India and internationally. Its core content features include restaurant information, such as scanned menus and photos; and social features allow users to rate and review restaurants, as well as create their own personal network of foodies for trusted recommendations. Zomato Media Private Limited was formerly known as DC Foodiebay Online Services Private Limited. The company was founded in 2008 and is based in Gurgaon, India. Mission of the Zomato is to ensure that nobody has a bad meal and they do this by: Helping people discover great places around them. Zomato’s team gathers information from every restaurant on a regular basis to ensure that data is fresh. The vast community of food lovers share their reviews and photos, so people have all that required need to make an informed choice. Building amazing experiences around dining. Starting with information for over 1 million restaurants (and counting) globally, Zomato’s making dining smoother and more enjoyable with services like online ordering and table reservations. Enabling restaurants to create amazing experiences. With dedicated engagement and management tools, Zomato’s enabling restaurants to spend more time focusing on food itself, which translates directly to better dining experiences. 2. Global Reach: Valuation Report – Zomato Media Private Limited 6 SUDHIR CHANDI REGISTERED VALUER INSOLVENCY PROFESSIONAL, FCA, B.COM (H), PGDERA 3. VALUATION METHODOLOGY VALUATION INTRODUCTION It should be understood that the valuation of any company or its assets is inherently subjective and is subject to certain uncertainties and contingencies, all of which are difficult to predict and beyond my control. In performing my analysis, I made numerous assumptions with respect to industry performance and general business and economic conditions, many of which are beyond the control of the Company. In addition this valuation will fluctuate with changes in prevailing market conditions and prospects, financial and otherwise of the companies and other factors which generally influence the valuation of the companies and their assets. The application of any particular method of valuation depends upon the purpose for which the valuation is being done. Although