VALUATION

OF

WADIA REALTY PRIVATE LIMITED

ACCOUNTANTS' REPORT ON FAIR VALUATION OF SHARES

BANSI S. MEHTA & CO.

CHARTERED ACCOUNTANTS.
MERCHANT CHAMBE,R, 3RD FLOOR,
41. NEW MARINE LINES.
MUMBAI - 4OO O2O.
Bunsi S. Mehta & Co L'altration Report

CONTENTS

l. Introduction 2

2. Data Obtained 4

1
J. Approach fbr Valuation 5

4. Valuation and Conclusion 6

5. Limitations and disclaimers 7

6. Gratitude 9

Appendix A: Broad Summary of Data Obtained l0

Bansi S. Mehta & ('o Valuation Reporl

1. Introduction

I.1. Background and Terms of Engagement

There is a proposal before the Boards of Directors of Go Airlines (lndia) Limited and Wadia
Realty Private Limited to consider the demerger of the Real Estate Development Business ("the
Demerged Urrdertaking") of Go Airlines (lndia) Limited (hereinafter referred to as "GAIL")
into Wadia Realty Private Lirnited (hereinafter ref-erred to as "WRE") (collectively referred to
as "the Companies") with the Appointed date for such demerger being a date as approved by
the National Cornpany Larv Tribunal or such other competent authority may approve / fix.
(hereinafter referred to as "Appointed date").

We have been infonned that:

- 6532% of the share capital in GAIL is held by Go Investment & Trading Private
[,imited:
- The shareholders of the Companies have agreed that issuance by WRE of One
Equity Share of face value Rs. l0 each fully paid-up against every One Hundred
and Fifty Equity Shares in GAIL of the face value of Rs. l0 each, fully paid-up
will be considered fair and equitable;
- Also, by virtue of the aforesaid dernerger through the court approved scheme, the
original share capital of WRE being 10,000 shares of WRE held by the Companl,
shall get cancelled; and
- As a result of the dernerger, all shareholders of GAIL will become shareholders of
WRE and the shareholding of WRE would then nearly mirror the shareholding of
GAIL;
Since WRE is a closely lreld company in which Small Shareholders (i.e. Shareholders holding
less than l0Z shares of GAIL) rvill have insignificant share (less than 0.0003%). The promoters
of GAIL propose to offer them an exit route at fair value if they wish to dispose their
shareholding in WRE after the demerger. We have been approached by the Management of the
Go lnvestments & Trading Private Limited ("the Management") to carry out a valuation of
shares of WRE in order to determine the value per share of WRE, at which Go lnvestments &
Trading Private Limited would offer to buy the shares from the Small Shareholders.

This report ("Repoff") sets out the findings of our exercise. For the purpose of the valuation,
we have relied on the financials provided by the companies as at January 31,2016.

Accordingly, this Report is given on the premise of the dernerger having been effected. In case
the demerger is not effected. the same would have a bearing on this Report.

1.2. Profile of the companies

GAIL
Prornoted by the Wadia Group in 2004, GAIL is a closely held public company engaged in
Airlines and Real Estate developrnent businesses. GAIL offers a low-fare carrier service to its
customers by operating scheduled airlines and activities ancillary thereto, across various cities
in India. Under the Real Estate Development Undenaking, GAIL has a land parcel at Thane.
said Real Estate Developtnetrt Undertakin-u is proposed to be demerged into WRE. There
veral encroachtnents on the land parcel which have to be tackled for planned development
Ban.si S. Mehta & C'o Valuation Report

of land, the resolution of a time consuming process. Also several

which could be
permissions/forrralities &
legal compliance have to be met. In view of the aforesaid, the
Management of GAIL is unable to project or estimate the revenue/earnings flows in a definite
time frame.

The registered oftlce of GAIL is at C/o Britannia Industries Limited. A-33 Lawrence Road
Industrial Area. New Delhi- ll0 035. The equity shares of GAIL are not listed on any stock
exchanges till date

WRB
WRE is a closely held cornpany incorporated for the purpose of carrying on the business of,
inter alia. development of land. lt ltas been incorporated under the Companies Act, 2013 and
has its registered office at C/o Britannia Industries Limited, A-33 Lawrence Road Industrial
Area. New Delhi I l0 035.

1.3. Share Capital of WRE

The Authorised Share Capital and Issued. Subscribed and Paid-up Share Capital of WRE as at
the January 31 .201 6 is as follows:

Share Capital Amount in Rs.

Authorisetl
50,000 Equity Shares of Rs. l0 each 5,00.000
lssucd, Subscribed and paid-up
10,000 Equitl Shares of Rs. l0 each r.00.000

The shareholding pattern of WRE as at the January 31,2016 is as follows:

Particulars 7o of holding
Go Investments and Trading Private Lirnited (the 99.98%
Holding Cornpany)
Go Investntents and Trading Private t.inrited (the 0.02%
Holding Company) through Nominee holders
Total 100.00,,1,

The proposed Authorised Share Capital and Issued. Subscribed and Paid-up Share Capital of
WRE after the demerger would be as follows:

Share Capital Amount in Rs.

Authoriscd
10,00,000 Equity Shares of Rs. l0 each 1,00,00.000
Issued, Subscribed and paitl-up
I 0,00,000 Equity Shares of Rs. l0 each I,00,00.000
Bansi S. Mehta & Co I/uluution Reporl

2. Data Obtained
2.1. We have called for and obtained such data, information. etc. as were necessary for the
purpose of our assignment, which have been made available to us by the Management
of the Companies. Appendix A hercto broadly summarizes the data obtained.

2.2. For the purpose of our assignment. we have relied on such data summarrzed in the said
Appendix and other related information and explanations provided to us in this regard.
We have not tried to establish the accuracy or otherwise thereof.

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Bansi S. Mehtu & Co Valuation Report

3. Approach for Valuation

3.1. In the present case, there are several encroachments on the land parcel which have to
be tackled for planned developmerrt of land. Also several permissions/formalities &
legal compliance have to be met. In view of the afbresaid. the Management of GAIL is
unable to project or estimate the revenue/earnings flows in a definite time frame from
the development of the plot of land, which can be used as the basis for determining the
projected revenues/profits frorn the development of the plot of land. Hence, a
reasonable estimation of the prospective profits of the Real Estate Development
Undertaking cannot be made as at the January 31,2016.In the absence of the same. in
our opinion, the potential earnings approach cannot be considered.

3.2. In view of the foregoing, the value of the Real Estate Development undertaking will
need to be determined with reference to the assets of the business. It was held by the
Supreme Court in Commissioner of Wealth Tax vs. Mahadeo Jalan and Others (86 ITR
621 ), that in the absence of earnings. it is appropriate to value the business considering
its Net Assets as the basis.

J.J. Additionally, we are informed by the management of GAIL that the land is illegally
encroached upon as also there are certain issues as to compliance. Based on this, it is
not possible for us to consider the market price of land in the area towards the land
parcel of GAIL which is proposed to be demerged into WRE.

3.4. Accordingly. we have adopted the approach of taking Net Asset Value based on the
Unaudited Balance Sheet of the Real Estate Division of GAIL as at January 31. 2016
as the basis of valuation of shares of WRE.

3.5. We have divided the foregoing by the post demerger share capital proposed in WRE.
Bansi S. Mehta & Co Valualion Report

4. Valuation and Conclusion

4.1. Having regard to the foregoing. in our opinion. the value per share, of WRE post
demerger would be Rs. 626 (Six Hundred and Twenty Six) per share.
Bansi S. A4ehta & L'o Vulualion Report

5. Limitations and disclaimers

5.1. Our Report is subject to the scope of limitations detailed hereinafter. As such the Reporl
is to be read in totality and not in parts.

5.2. Our valuation is based on the information furnished to us being complete and accurate
in all material respect.

5.3. We have not carried out any physical verification of the assets and liabilities of WRE
and take no responsibility for the identification of such assets and liabilities.

5.4. Our scope of work does not enable us to accept responsibility for the accuracy and
completeness of the information provided to us. We have, therefore. not performed any
audit, review or examinations of any information used and therefore, do not express
any opinion with regards to the same.

5.5. The Report is meant for the purpose mentioned in Para 1.1 and should not be used for
any purpose other than the purpose mentioned therein. The Report should not be copied
or reproduced without obtaining our prior written approval for any purpose other than
the purpose for which it is prepared.

5.6. We have relied on the judgment made by the Management and, accordingly. our
valuation does not consider the assumption of contingent liabilities materializing (other
than those specified by the Management and the Auditors). If there were any omissions.
inaccuracies or misrepresentations of the information provided by the Management,
then this may have an effect on our valuation computations.

5.7 . No investigation of WRE's claim to the title of assets has been made for the purpose of
this valuation and their claim to such rights has been assumed to be valid. No
consideration has been given to liens or encumbrances against the assets, beyond the
loans disclosed in the accounts and represented by the Management of GAIL as
attributed to the Demerged Undertaking. Therefore. no responsibility is assumed for
matters of a legal nature. The report is not, nor should it be construed, as our opining
or certifying the compliance with the provisions of any law including company and
taxation laws or as regards any legal. accounting or taxation implications or issues'

5.8. Any persorV parly intending to provide finance I deal in the shares / business of the
Company shall do so after seeking their own professional advice and after carrying out
their own due diligence procedures to ensure that they are taking an informed decision.

5.9. We have relied upon the written representations received from the Management that
the information contained in this Report is materially accurate and complete, fair in the
of its portrayal and therefore forms a reliable basis for the valuation.
Bansi S. Mehta & Oo Valuation Reporl

5.10. Our taluation is based on the market conditions and the regulatory environment that
currently exist. However, changes to the same in the future could impact the
Companies and the industry they operate in, which may impact our valuation.

5.11. We have no obligation to update this Report because of events or transactions

occurring subsequent to the date of this Report.
Bansi S. Mehta & ('o Valuation Report

6. Gratitude

We are grateful to the Management for making information and particulars available to us,
often at a short notice. without which our assignment would not have been concluded in a
time-bound manner.

PLACE: MT]MBAI BANSI S. MEHTA & CO.

/r,* Q. y.t*-k
DATE: FEIIIIUAIIY 7, 2017 CHARTERED ACCOUNTANTS

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Bansi S. Mehta & Co Valuation Report

Appendix A : Broad Summary of Data Obtained

I . Brief history and brief note on the business profile of GAIL and WRE.

2. Proposed Scheme for demerger of the Real Estate Development Business of GAIL into
WRE.

J. Unaudited Balance Sheet of GAIL as at January 31,2016.

4. Other information as required by us from time to time and answers to specific questions
and issues raised by us to the Management after examining the foregoing data.

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