5.2 Valuation Opinion by PWC

PwC
BVG India Limited

Valuation of BVG India Limited as at 31 March 2022
Strictly Private
and Confidential
May 2022
Notice:
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reader. There would be many factors to be considered in connection with the proposed transaction by BVG. The decision which a reader may take in the
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Mumbai 400 028 .
Strictly Private and Confidential
1 0 May 2022
To the fullest extent permitted by law, PwC Business Consulting Services
BVG India Limited Serv ices LLP (“PwC BCS LLP”, “we” or “us”) accepts no duty of care to any
BV G House, Premier Plaza, third party, including without limitation to your statutory auditors, in
Old Mumbai - Pune Highway,
connection with the provision of this Report and/or any related information or
Chinchwad, Pune,
Maharashtra - 411019 ex planation.
For the attention of Mr. H.R. Gaikwad (Chairman & Managing Director) Our V aluation is based on information and financial data provided to us by/ on
behalf of the management of BVG. During the course of our work we have
Dear Sir, relied on the integrity of the information provided to us, and, other than
reviewing the consistency of such information, we have not sought to carry out
In accordance with your instructions as confirmed in our engagement letter an independent v erification thereof. Our work did not constitute an audit
dated 29 April 2022 and attached terms of business (‘Engagement Letter’), we conducted in accordance with generally accepted auditing standards or an
enclose our report (‘Report’) in determining fair value of equity (‘Valuation’) of ex amination of internal controls or other attestation or review services.
BV G India Limited (‘BVG’ or ‘Company’) on a ‘going concern’ basis’ as at 31 Accordingly, we do not express an opinion on the information presented. We
March 2022 (‘Valuation Date’) for your internal considerations. hav e also used available market data from public domain, where appropriate,
for which we are not responsible in terms of content and accuracy.
Our report (‘Report’) has been prepared solely for the purpose stated herein
and is not intended for any legal or court proceedings, general circulation, Projections or forecasts provided by you/ on your behalf, relate to future
publication or reproduction in any form without our prior written consent and ev ents and circumstances. Because events and circumstances frequently do not
should not be relied upon for any other purpose. occur as expected, there will usually be differences between projected and
actual results, and those differences may be material. We will take no
We will not accept any responsibility or liability to third parties to whom this responsibility for the achievement of results projected.
Report may be shown or in whose hands it may come. Accordingly, you shall
not make this Report available to any other third party unless we have Whilst we have conducted a high level analysis of the financial projections for
specifically agreed with you and that party the basis on which this Report may the Company for arithmetic and logical consistency, our review was not in the
be made available. Further, this Report is not to be referred to or quoted, in nature of an audit / a due diligence and we do not express an opinion as to how
whole or in part, in any offering memorandum, prospectus, registration closely the actual revenues, expenses, cash flows and position of assets and
statement, public filing, loan or other agreement or document without our liabilities will correspond to these financial projections. We did not carry out
ex press written approval, which may require that we perform additional work. any other commercial due diligence/ financial v alidation procedures on the
financial projections. Actual results achieved during the period covered by the
prospective financial analysis will v ary from these estimates, and the variations
may be material.
Mumbai 400 028 .
Strictly Private and Confidential
V aluation and outcome are inter-alia based on market/ economy trends and We would like to take this opportunity to express our appreciation for the
v aluation parameters prevailing as at the Valuation Date. Changes in assistance and co-operation provided to us by the Management during the
circumstances and v aluation parameters after the Valuation Date could affect performance of our assignment.
the V aluation. PwC BCS LLP assumes no responsibility to update this Report
for events, transactions and circumstances relating to the Company or changes
in the market/ economy trends and valuation parameters occurring after the
V aluation Date. Y ours faithfully,
By its v ery nature, Valuation work cannot be regarded as an exact science and
the conclusions arrived at in many cases will of necessity be subjective and
dependent on the exercise of individual judgement. There is, therefore, no
indisputable single v alue. Although our conclusions are, in our opinion, Neeraj Garg
reasonable and defensible, others might wish to argue for different values. Partner
The terms of the actual transaction, if any, may be different from our Valuation
depending on the knowledge, negotiability and motivation of the parties. You
acknowledge and agree that you have the final responsibility for determining
the terms of the proposed transaction and factors other than this Report will Intentionally left blank
need to be taken into account in determining such terms; these will include
y our own assessment of the proposed transaction and may include the input of
other professional advisors. The decision as to the scope of our work and what
action to take must ultimately remain a decision for you.
This V aluation would not be used to determine the carrying value of the
relevant assets/ (liabilities) in any financial statements that
PricewaterhouseCoopers (‘PwC’) network entities would be auditing.
A draft of this report was shared with the Management, prior to the
finalization of the Report, for confirmation of facts and other Management
representations.
Mumbai 400 028 .
Section 1
Background and Scope of Work
BVG India Limited • Report May 2022

1
Contents 1
2
Business Overview
1
4
3 Historical Financials 20
4 Management Projections 24
5 Approach and Methodology 40
6 Valuation 43
6.1 Weighted Average Cost of Capital (‘WACC’) 44
6.2 DCF Method - Base Case Scenario 46

6.3 DCF Method - Alternate Scenario 48
6.4 Comparable Companies Method 51
6.5 Valuation Conclusion 54
7 Caveats 57
Appendices 60
Section 1 – Background and Scope of Work

Background Scope of Work
• BV G is one of the largest integrated facility management companies in • The procedures that we followed included, but were not limited to, the
India with over two decades of experience. It is engaged in the business of following:
Integrated Facility Management (‘IFM’), Solid Waste Management
(‘SWM’), Emergency Response Services (‘ERS’) and Special Projects ― Read audited historical financial statements of the Company for the two
(‘Projects’). y ears ended 31 March 2021;
• The equity shares of the Company are not listed on any stock exchanges ― Read provisional financial statements of the Company for the period
in India. ended 31 March 2022;
• We understand that BV G is evaluating inducting investors in the ― Considered the projected income statement and balance sheet for the
Company. In this context, the management of BV G (‘Management’) period 01 April 2022 to 31 March 2029 (including key underlying
wishes to understand the fair value of the equity shares of BV G. The fair assumptions) which the Management believes to be its best estimates
v alue of equity shares will also include the value of compulsory as to the future operating performance of BVG (‘Management
convertible preference shares issued by the Company. Projections’) on a ‘going concern’ premise;
• In the above context, the Management has requested PwC BCS LLP to ― Considered draft red herring prospectus of BV G;
assist them in determining fair v alue of equity (‘Valuation’) of BVG on a
‘going concern’ basis (‘Valuation’), as at 31 March 2022. ― Considered information available in the public domain in respect of the
comparable companies / transactions, as may be relevant under the
Shareholding Pattern as on 31 March 2022 circumstances;
Employees. Others. 5%
1%
― Obtained requisite explanations and clarifications on the data provided
by the Management;
3i. 28% ― Such other analyses, reviews and inquiries, as we considered necessary.
Hanmantrao • For the purposes of this engagement, we have not carried out revaluation of
Gaikwad. the fix ed assets of the Company. As a part of our engagement, we have not
58%
carried out any primary market survey and relied on the Management
Umesh Mane. Projections for our analysis.
8%
Source: Management information

3
Section 2
Business Overview

4
Section 2 – Business Overview
Business Overview
Rev enue INR 0.8 million Rev enue INR 20.2 billion 2020:
Beach Cleaning | J&K EMS
8 employees 60,000+ employees

2019:
Pune Station management | Khelo India Ev ent
Single client 580+ clients
2018:
#1 in Indian IS space by revenues & margins
Single site 1,000+ sites
2015-2017:
Single city | Single state 100+ cities | 25 states/UTs Dial 1 00 in MP | Waste management Jaipur
1997 2022 2011-2014:

Delhi & Bangalore metro | EMS in Maharashtra
SWM 9.5% Projects 6.2% 2007-2008:

Relocation of Fiat’s factory | Integrated FMS
• Door-to-door waste management • Primarily gardening, ONGC
horticulture & landscaping
• Composing, landfilling, capping
2006:
Secured Indian railways | Rashtrapatibhawan
2003-2004:
Secured Parliament library | Parliament house
IFM 59.0%
ERS 25.4%
• Array of soft, hard and specialized
• Emergency medical service 2001-2002:
services
Ex panded to Bangalore | Hyderabad | Chennai
• Emergency police response services
• Mechanized housekeeping,
Note:Revenue for FY22 electromechanical services,
paint-shop cleaning, etc. 1997: First client Tata Motors
BV G India Limited • Report May 2022

5
Business Overview – Market Opportunity

I NR 115 billion
Manufacturing and
engineering
I NR 45 billion I NR 75 billion
Chemical and other Oil & gas
I NR 55 billion
I NR 20 billion
Emergency
Auto & ancillary
medicalservices
I NR 45 billion I NR 135 billion

Emergency police Transport
response services INR 1.1 trillion infrastructure
I NR 155 billion
I NR 85 billion
Hospitals &
IT & ITES
healthcare
I NR 160 billion
I NR 35 billion
Waste
Educational
management
Source: Management information I NR 20 billion

I NR 155 billion
Gov ernment
BV G India Limited • Report BFSI May 2022
establishment
6
Business Overview – IFM
Industrial & Consumer Transport Infrastructure Hospitals & Healthcare
Key Services Offered

• Mechanized cleaning • Mechanized cleaning • Patient care
• Paint-shop cleaning • Landscaping & gardening services • HVAC & DG set maintenance etc.
• Production support • Road sweeping • Specialized cleaning of hospitals
• Logistics services • Electro-mechanical and HVAC • Ambulance and nursing staff
maintenance
• Utility maintenance • Emergency medical technicians
• Factory relocation • Station management: ticketing,
parking management, security etc.
Sub-Segments Covered
• Auto & auto ancillary | Chemicals • Airports • Hospitals | Clinics
• Consumer goods | Oil & gas • Railways | Metros • Medical Institutes
• Manufacturing & engineering • Bus Stations • Pharmaceutical companies

7
Business Overview – IFM
Government Others
Services Offered
• Front office support • Mechanized cleaning • Mechanized • Pantry & catering
housekeeping
• Horticulture & • Electro-mechanical • Plumbing and electrical
landscaping • Front office support
• Utility maintenance • Turnkey facilities
• Beaches development management
Sub-Segments Covered
• Central and State Government • Stadiums & Sports Complexes
• Judicial Bodies and Courts • Educational Institutes & Schools
• Municipal Corporations • Hotels/Restaurants | IT/ITeS | Malls
• Religious sites | Retail/Offices | Others

8
Business Overview –IFM Technology

Big Sy stems
Particulars Description
SAP S4H SAP HANA deployed in 2019. Accounts, Material Management, Sales and Distribution modules are used
BVG Wage-Pay Deployed in 2020. Site employees and worker salaries(Wages) are processed through Wage-Pay. Wages generation till
bank upload everything is connected
BVG Blueprint Deployed in 2022. Takes care of all the PAG, Site and Budget management.
FeildForce Management Operations management system is for all operations team. Functions like site visits, site operations, warnings, audits, site
related requests, etc. are available
Inventory and Asset SAP connected Asset and Inventory system is deployed. All the site users have access to the software
ERP for group companies Enterprise Management System is deployed in group companies.
BVG CRM CRM sy stem is been used
AI and Digital Functions

DutyPar AI based geofenced and face recognition attendance software. Linked to Wage-Pay
ODIGO Internal communication and staff tracking platform
VTS V ehicle tracking systems are deployed across all vehicles.
MailVault Email archival solution is used.


9
Business Overview –IFM Technology

Support Functions
WorkForce-Digital Workers are onboarded through a digital platform. This has eliminated manual efforts, duplication of data, identifying
Onboarding right people.
This is linked to wages system. Once employee is onboarded it goes to compliance team. A robot generates PF number.
Work-force-Worker Profile Workers profile updation is done here. Data can be modified by maker and same is checked by checker with proofs
Fleet Management All the v ehicle, Insurance, Fitness and other management is done here
Purchase Booking All the purchases are uploaded via SAP generated file. GRN is parked and posted and then Payments are booked
Document Management DMS is been developed. All the necessary documents required for tendering and proposal making are uploaded and given
to respective user
Business Development A function for all business development including SWM team is been given.
function
T icket Management Users who have access to this raise tickets and tickets are routed to concern departments.
Em ail and security

Sonicwall Deployed Sonicwall TZ2650 and TZ2700 with High Availability modem. Sonicwall is world leader in security
Email Deployed mail server from a German company. It has a layer of CISCO security.

10
Business Overview – ERS

Emergency Medical Services
Project highlights Scope of work Revenue breakup

INR m illion
Implemented in 2014 with technical 4414 4542
Receive and respond to emergency calls 4013 3770
collaboration with UKSAS 3272
2778
2195
Project involves provision of ambulances,

doctors, nurses, centralized call centre, Operate and maintain ambulances
infrastructure and ambulance upkeep
FY16 FY17 FY18 FY19 FY20 FY21 FY22
NHAI expected to come up with large

937 ambulances deployed in Maharashtra; am bulance contracts for
Medical personnel along with the ambulance
416 managed in J&K national highways across India
Emergency Police Response Services
Project highlights BVG’s achievements Revenue breakup

INR m illion
Entered into an agreement with MP Govt. Rev olutionary project in India 812
742 755 743
in May -2015 to implement Dial 100 project 660
720
592
Fully equipped with modern amenities &
Setting up of IT infrastructure, deploying contemporary services
IT manpower, provision and maintenance
of around 1,000 police vehicles Facilitate records and take into account audio
FY16 FY17 FY18 FY19 FY20 FY21 FY22
& v ideo complaints
Maharashtra UP, Telangana, J&K &
Total consideration from the project is
Response time of 5 min in urban areas and Jharkhand expected to come up with
ex pected to be INR 6.6 billion
30 min in rural areas similarproject
BVG India Limited • Report Source: Management information May 2022

11
Business Overview – ERS Technology

Software - products and services
Emergency Response System Emergency Response System

Mobile Application
Core Systems Support Systems
Integrated Emergency Response Officer Citizen Application integrated with ERS
ERS User Access Management System (AMS)
Sy stem (ERO)(108 )
Integrated Dispatch Closure Officer System ePCR Application integrated with ERS for a
ERC MIS Reporting and Analytics System Hand Phone or a Tab
(DCO)
Mobile Applications for Administrative staff
Integrated ERC Supervisor System Fleet Management System (FMS) for entire Application
Integrated Emergency Response Centre AV LT tracking System Interface

Phy sician System (ERCP)
Integration of Medical Directives and Dashboard and Reports

Emergency Assessment Triage Protocols with
ERCP Sy stem
Integrated Police Dispatch Agent System
(PDA)
Integrated Fire Dispatch Agent System (FDA)
Incident Single Record System
ERO Quality Assessment System
Feedback Sy stem

12
Business Overview – ERS Technology

Software - products and services
Emergency Response System Support Systems 3rd Party Integrated Applications
Fuel Filling Management System Computer Telephony System
Ambulance Preventive, Breakdown, Accident Maintenance Management

SMS Gateway services Interface with ERC Applications
Sy stem
Ambulance Resource Statutory Compliance Management System Email Engine Interface
Ambulance Tyre Life Management System

V ehicle Tracking system Interface with the 3rd Party AVLT Receiver
Tool.
Medical Inventory Special Indent Management System
Google/ Here Maps API Integration to ERS Sy stem
Ambulance V isitor Management System
Key statistics
Ambulance On-Road/Off-road Management system
• Maharashtra EMS have served over 7 ,040,821 emergency patients since
launch till 31st March 2022. Total pregnancy patients served are 1,323,697.
Patient Handover issues registration system Maharashtra EMS also served extensively during Covid and the count
catered is 599,040.
Equipment Breakdown management system • The total number of Emergency Patient served in J&K is 1 20,644. Out of
these 52,087 are Medical emergencies, 39,966 are pregnancy served calls,
4,995 are Trauma patients served till 30th April 2022. Other Emergencies
Scene Challenges Registration system served are 11,457. Total 12,149 Covid19 patients have been served by J&K
EMS

13
Business Overview – SWM
Services Offered Key Clients
Waste Management
• Door to door garbage collection
• Secondary collection and disposal
• Waste processing
• Mechanical composting
• Land filling and scientific capping
Saibaba
Sanstha

14
Business Overview – Projects

Project features BVG capabilities BVG’s Achievements
“Projects” are turnkey contracts that typically Access to a large manpower base, efficient Industrial garden
last 6-9 months operating capabilities
Public garden
Planted more than 0.5 million trees and
Pay ment usually against specified milestones
dev eloped 15+ million sq ft area
Road beautification
Ongoing maintenance contract for the facility Equipped with all latest machineries led by
once completed strong execution team
Lake beautification & historical sites
Market opportunity
• Increasing urbanization, construction of roads and gated

communities present an opportunity for the growth of the
gardens and landscapes segment
• Atal Mission for Rejuvenation and Urban Transformation

(‘AMRUT’) is a key initiative addressing the need for gardens INR 45
and landscape projects
billion
• A total of 482 cities have been identified under the AMRUT Market
scheme.
Opportunity
• One of the key focus areas of AMRUT is the creation of
parks and gardens in cities with a population of over
100,000 people

15
Diversified Service Portfolio Added at Each Stage of

Growth
• High degree of sophistication required to • First ambulance service in the country to • BV G bagged the Pune railway station
ensure dust levels are within limits of ISO hav e medical-grade oxygen delivery management contract where BV G will
Class 5 quality certification sy stem and doctors inside emergency manage the entire station, right from
v ehicle ticketing to parking management,
cleaning and security
Cleaning dust-sensitive paint

Emergency medical services Station management services
shops
• BV G maintaining high-security premises • Successfully relocated Fiat as well as Tata • BV G bagged Khelo India national sports
since last 15 years effectively, qualifying motors factory from one location to ev ent in 2019 and successfully managed
all stringent security norms of the another the entire event
government
Maintaining high-security Factory relocation and National sports event

government premises utility maintenance management
• BV G is the only service provider in India • BV G provides full array of waste • BV G provides specialised hospital
providing emergency police response management services such as cleaning services, patient care
services door-to-door waste collection, other various ancillary hospital specific
transportation of waste to dumping services
ground, landfilling, capping, mechanical
composting
Emergency police response

Solid waste management Specialised hospital cleaning1 6
services
Organisation Structure
Ha n mantrao
Ga i kwad
Ch ai rman & Managing
Di rector
Regi on al/ Vertical

Fi n ance St ra t egy HR Compa n y Secret ary Pa y roll & Legal Commerci al
COOs
Vi pin Verma Ma n oj Ja in Da rsh a n Ra thod Vi kra m Kumar Ra jn i Pamnani Ra v i Desh pande Ki ra n Yadav
COO, N orth Zon e CFO President–Strategy & Head-HR Com pan y Secretary Head-Payroll & Legal Head-Com m ercial
In v estor Relation s
Yogesh At re
COO, West Zon e
Dr. Dn y a neshwar Continuing Induction of Experienced Team

Sh el ke
COO, ERS Dh a n anjay Dave Pr esident International Business (Professional Experience - 29 years, Tata Consulting En gineering)
Gh a nahshyam Ma nakikar SVP & Head Corporate Sales (Professional Experience - 25 years , Sodexo)
Ri n at Moscov itch V P Business Dev elopm ent (Professional Ex perience - 33 years, Israel Defence Force, SmartCloud T ech)
Vi jaykumar Pa trick
A GM, Sou th I
V a ishali Ga ikwad, Head Corporate A ffairs
Sh r inath Sou dagar, Deputy General Ma nager, Purchases - Pr ojects
Gov i nd Patil, Deputy General Ma nager, Purchases

Gobi n d Srivastsa
A V P, South 2 A m it Sa lunkhe, Head Horticulture
BVG India Lim ited • Report Source: Management information May 2022
17
Reasons for higher margins as compared to peers

Output Based Contract
• Operates on an output based contract instead of a
manpower count cost-plus basis to optimize
resource allocation and achieve material savings
on its costs resulting in above average margins
Innovating and Expanding into Focusing on Profitability

Non-Traditional Areas
• Carried out consistent mechanization of services
• Demonstrated ability to innovate and leverage its to maintain profitability and an edge over its
manpower sourcing and skilling abilities to enter competitors
into
• Ty pically, ~35% of contract value consists of
non-traditional high revenue potential services
billing for machines, which BV G sources at
like emergency medical services and fleet
optimized cost, thereby expanding its margins
management services for quick response teams
Integration of Services – One Stop Shop T argeting Marquee Clients to Gain Entry into
Sectors
• Kept expanding services offerings consistently by
generating deeper insights into IFM services and • Strategically aimed at acquiring marquee clients
offers integrated boutique of services today including Rashtrapati Bhavan, Parliament, Prime
including maintenance of roads, gardening & Minister’s Residence, RBI, AIIMS, Mercedes,
landscaping, paint shop cleaning, logistics, solid Unilever, etc.
waste management and turnkey installations
BV G India Limited • Report May 2022

18
Growth Drivers
Pan-India presence with an innovative and Highly skilled & ex perienced leadership team
integrated services portfolio coupled with strong manpower sourcing ability
• BV G has a wide reach and is present in 100+ cities • Committed and competent leadership management
across 24 states/UTs in India team equipped with depth industry expertise
• Offers a bouquet of soft, hard and specialized • Approved training partner of National Skill
services Dev elopment Corporation
• Constantly expanding its service offerings and • Commando team across India to facilitate quick
innovating new service line deployment of new site
Market leader with a premium Healthy financial profile with

and sticky client base robust growth potential
• BV G has the highest market share in the Indian • Edge over competitors with higher than industry
integrated services space av erage margins
• Caters to marquee clients across industries and with • BV G is well poised to take advantage of the
relationship of more than a decade with key clientele humongous opportunity in the integrated services
market by leveraging its operational efficiency
• Preferred service provider for Government
establishments

19
Section 3
Historical Financials

20
Section 3 – Historical Financials
Historical performance – Profit and Loss Statement

INR million
Particulars as at 31st March 2020 2021 2022
• Rev enue from operations comprises revenue from IFM, ERS, SWM and
Revenue from operations 19,234.8 16,629.3 20,228.2
Projects
Other operating income 48.6 20.3 6.7
Total revenue from operations 19,283.4 16,649.6 20,234.9 • Rev enue of the Company declined in FY21 by 13.7% on account of adverse
YoY Growth % -13.7% 21.9% impact of Covid-19. During FY21, the Company witnessed a slowdown in its
Expenses business activities due to closure of transport facilities, schools, offices,
Cost of materials consumed 1,901.0 1,167.3 2,083.2 factories, etc. Further, we understand that the revenue from ERS declined
Employee cost 11,504.3 10,557.8 11,883.8 during FY21 on account of completion of two projects 1) Andhra Pradesh
Other expenses 3,405.7 2,643.6 3,377.2 Emergency Medical Services project and 2) Centralized Accident and
Total expenses 16,811.0 14,368.7 17,344.1
Trauma Services project in Delhi.
as a % of total revenue 87.2% 86.3% 85.7%
EBITDA 2,472.4 2,280.9 2,890.8
EBITDA % 12.8% 13.7% 14.3%
• Other operating income includes finance income on lease receivables. These
Less: Depreciation 220.2 246.7 216.8 leases primarily relate to bundled contracts entered into as part of ERS and
2,252.1 2,034.2 2,674.0 IFM, wherein the Company lease out vehicles and it runs, operates and
EBIT % 11.7% 12.2% 13.2% maintains these v ehicles. Some portion of the revenue against operation and
Less: Finance cost 910.6 861.9 789.1 maintenance of these v ehicles, is treated as lease income.
Add: Other income 51.9 45.7 37.6
PBT 1,393.5 1,218.0 1,922.5 • Cost of material consumed and employee expenses include direct and
PBT % 7.2% 7.3% 9.5% indirect expenses. The Company does not track the expenses by business
Less: Taxes 216.2 95.3 433.2
segment.
Discontinued operations - - -
Profit from discontinued operations (105.0) (308.8) (299.0)
before tax • Other expenses includes sub-contracting charges, retainership fees, rent,
Tax expense of discontinued 111.7 96.1 97.0 power and fuel, repairs and maintenance , legal and professional fees,
operations freight charges etc.
PAT 1,184.0 910.0 1,287.3
PAT % 6.1% 5.5% 6.4% • The EBITDA margin of the Company has steadily increased from 12.8% in
FY 20 to 14.3% in FY22. The average EBITDA margin of comparable
Source: Audited/ Unaudited financial statements
companies was 5.0% to 6.0% during FY20 to FY21.
• Other income includes interest on fixed deposit with banks and others,
foreign exchange fluctuation gain and other miscellaneous income
• As per the Management, the Company is eligible for deductions under

Section 80IA and 80JJA of the Income Tax Act, 1 961.
21
Historical performance – Balance Sheet

INR million
• Share capital comprises 25,710,388 equity share of face value INR 10 each
Sources of Funds
and 1 4,835,139 compulsory convertible preference shares (‘CCPS’) of face
Equity v alue INR 10 each.
Equity share capital 405.5 405.5 405.5
Reserve and Surplus 6,532.5 7,398.4 8,685.3 • The CCPS were privately placed with Strategic Investments FM (Mauritius)
Net worth 6,937.9 7,803.9 9,090.8 B Limited and Strategic Investments FM (Mauritius) Alpha Limited
Debt 6,209.3 5,467.1 3,708.5 (together referred to as “3i”) are convertible into equity shares of the
Trade payables 1,309.9 1,216.6 1,610.3 Company, at a predetermined rate pursuant to the Investment Agreement.
Other liabilities 4,424.0 4,534.2 4,661.2
Total Liabilities 18,881.2 19,021.8 19,070.8
The holders of CCPS shall be entitled to an annual per share dividend equal
Application of Funds to 0.001% of the consideration paid for the preference shares. The
Fixed assets 1,859.8 1,694.0 1,697.1 preference shareholders are entitled to one vote per share at meetings of the
Investment property 72.0 71.1 71.1 Company on any resolutions of the Company directly affecting their rights.
Inventory 1,600.2 1,694.2 1,687.5
In the event of winding up, preference shareholders have a preferential right
Trade receivables 8,737.2 8,868.1 8,924.6
Cash & cash equivalents and bank balances 1,310.7 1,174.3 986.7 ov er equity shareholders to be repaid to the extent of capital paid-up and
Deferred tax assets 356.1 640.2 927.8 div idend in arrears on such shares
Other current assets 4,850.9 4,817.4 4,746.8
Assets classified as held for sale (net) 94.4 62.5 29.2 • Borrowings as on 31 March 2022 comprise of loans from banks, cash credit
Total Assets 18,881.2 19,021.8 19,070.8 facilities, optionally convertible debentures (‘OCDs’) and lease liabilities.
Management represented that the weighted average cost of debt applicable
to the Company is 10%.
• 682,977 OCDs of face v alue INR 10 each were issued to Mr. HR Gaikwad
and carries zero interest. The OCDs shall be converted simultaneously with
the conversion of CCPS, to upto 682,977 equity shares of the Company. The
OCDs to the extent not converted shall be redeemed simultaneously with
conversion, at par.
• Other liabilities mainly comprise of employee payable, provisions, statutory
liabilities and current tax liabilities.

22
Historical performance – Balance Sheet

INR million
• Net fix ed assets comprises, freehold land, building, furniture and fixtures,
Sources of Funds
office equipment's, computers, plant and machinery and v ehicles.
Equity Management represented that the freehold land is surplus in nature.
Equity share capital 405.5 405.5 405.5
Reserve and Surplus 6,532.5 7,398.4 8,685.3 • Management represented that the investment property pertains to a
Net worth 6,937.9 7,803.9 9,090.8 property in Baramati which is not used for operations as at V aluation Date.
Debt 6,209.3 5,467.1 3,708.5
Trade payables 1,309.9 1,216.6 1,610.3 • Other current assets mainly comprise of retention money, security deposits,
Other liabilities 4,424.0 4,534.2 4,661.2 unbilled revenue, advance tax, lease receivable, deposit with banks and
Total Liabilities 18,881.2 19,021.8 19,070.8 inv estment in subsidiaries and joint ventures (‘JVs’). Management
Application of Funds represented that subsidiaries and JVs do not have significant operations.
Fixed assets 1,859.8 1,694.0 1,697.1
Investment property 72.0 71.1 71.1 • Inventories include stores and spares of INR 111 million and work in
Inventory 1,600.2 1,694.2 1,687.5
progress relating to discontinued operations of INR 1,576 million.
Trade receivables 8,737.2 8,868.1 8,924.6
Cash & cash equivalents and bank balances 1,310.7 1,174.3 986.7 Management has recorded a contract liability of INR 1,546 million against
Deferred tax assets 356.1 640.2 927.8 the same as per project completion method.
Other current assets 4,850.9 4,817.4 4,746.8
Assets classified as held for sale (net) 94.4 62.5 29.2
Total Assets 18,881.2 19,021.8 19,070.8

23
Section 4
Management Projections

24
Section 4 – Management Projections
Management Projections
Basis of Projections
• The Management Projections have been prepared by the Management on an ‘as is where is’, ‘going concern’ basis and reflect their best estimates as to the
future operating results and cash flows. The Management Projections and respective underlying assumptions have been presented below and on the
following pages.
Particulars Assumptions
Projection Period The V aluation Date is 31 March 2022. Management has provided projections (‘Management Projections’) for the period 1 April 2022 to
31 March 2029 (‘Projection Period’).
Rev enue The Management has considered year on year revenue growth rate of 22%-25% over the Projection Period. The Management has
estimated:
• Facility Service revenue comprises revenue from IFM, ERS and SWM. Facility Service revenue to grow at a CAGR of 25% during the
Projection Period. This segment is projected to contribute ~95% of the total revenue from operations.
• Facility Projects is expected to grow at a CAGR of 1 9% during the Projection Period.
• In FY23, of the total projected revenue of facility services revenue of ~INR 23,911 million, we understand ~INR 20,419 million is
based on contracts on hand. Out of the INR 20,419 of contracts in hand in FY23, the Management has projected an annual recurring
business of INR 4,045 million to continue during FY24 to FY29 each year (with applicable escalations) based on the client relationship
for facility service revenue. Other than the recurring business, BVG also has contracts in hand amounting to INR 14,512 million for the
period of FY24-FY29.
Ex penses Ex penses include cost of materials, employee cost and other expenses. The expenses are estimated to be ~85% to 86% of the revenue
throughout the Projection Period. As per Management, segment-wise break-up of expenses is not available.
EBITDA Margin EBITDA margin is estimated to improve to 16% by FY29 from 14% in FY22, primarily on account of economies of scale and shift on
sectoral mix.
Net working capital Net working capital as a % of revenue is projected to decline from 45.5% as at 31 March 2022 to ~17.6% as at 31 March 2029. The
requirement improvement is mainly on account of reduction in debtor days and on account of shift in client base from government to private clients,
especially in the FMS segment.
Capital expenditure Management has projected capital expenditure of ~INR 1,000 million every year in the forecast period. The capital expenditure is
incurred towards office equipment’s , computer, vehicles and plant and equipment.
Income Tax Management has represented that the effective tax rate applicable to the Company is 20% until FY29 and post that the marginal tax rate
(including surcharge and education cess) of 25.17% will be applicable.
25
Management Projections – Profit and loss statement

INR million
Particulars as at 31st March 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029
Revenue from Operation
Facility Service Revenue 19,168.7 16,237.0 18,981.3 23,911.2 30,620.8 38,209.1 47,683.5 59,248.9 73,152.1 89,433.3
YoY Growth % -15.3% 16.9% 26.0% 28.1% 24.8% 24.8% 24.3% 23.5% 22.3%
Facility Projects Revenue 66.1 392.4 1,246.9 1,576.8 1,811.8 2,281.8 2,751.8 3,086.8 3,656.8 4,226.8
YoY Growth % 493.7% 217.8% 26.5% 14.9% 25.9% 20.6% 12.2% 18.5% 15.6%
Other operating revenue 48.6 20.3 6.7 24.5 27.0 29.7 32.6 35.9 39.5 43.4
Total revenue from operations 19,283.4 16,649.6 20,234.9 25,512.4 32,459.6 40,520.5 50,468.0 62,371.5 76,848.4 93,703.5
YoY Growth % -13.7% 21.5% 26.1% 27.2% 24.8% 24.5% 23.6% 23.2% 21.9%
Expenses
Cost of materials consumed 1,901.0 1,167.3 2,083.2 1,668.6 2,074.6 2,595.0 3,209.7 3,888.5 4,754.6 5,739.7
Employee cost 11,504.3 10,557.8 11,883.8 14,472.2 18,527.3 23,133.2 28,762.4 35,418.4 43,575.8 53,396.0
Other expenses 3,405.7 2,643.6 3,377.2 5,349.8 6,666.2 8,280.3 10,308.8 12,914.3 15,934.3 19,131.2
Total expenses 16,811.0 14,368.7 17,344.1 21,490.6 27,268.0 34,008.5 42,280.9 52,221.2 64,264.7 78,266.9
EBITDA 2,472.4 2,280.9 2,890.8 4,021.9 5,191.5 6,512.0 8,187.0 10,150.4 12,583.6 15,436.6
EBITDA % 12.8% 13.7% 14.3% 15.8% 16.0% 16.1% 16.2% 16.3% 16.4% 16.5%
Less: Depreciation 220.2 246.7 216.8 299.3 396.4 502.5 610.4 699.2 786.1 905.6
EBIT 2,252.1 2,034.2 2,674.0 3,722.6 4,795.1 6,009.4 7,576.7 9,451.1 11,797.5 14,531.1
EBIT % 11.7% 12.2% 13.2% 14.6% 14.8% 14.8% 15.0% 15.2% 15.4% 15.5%
Less: Finance cost 910.6 861.9 789.1 518.8 372.2 370.5 444.5 513.4 588.3 675.8
Add: Other income 51.9 45.7 37.6 19.7 54.3 71.1 131.0 214.2 327.3 483.9
PBT 1,393.5 1,218.0 1,922.5 3,223.5 4,477.2 5,710.0 7,263.2 9,151.9 11,536.5 14,339.2
PBT % 7.2% 7.3% 9.5% 12.6% 13.8% 14.1% 14.4% 14.7% 15.0% 15.3%
Less: Tax 216.2 95.3 433.2 644.7 895.5 1,142.0 1,452.7 1,830.4 2,307.3 2,867.9
Discontinued operations
PBT from discontinued operations (105.0) (308.8) (299.0) (67.2) (53.8) (43.0) (34.4) (27.5) (22.0) (17.6)
Tax expense of disc. operations 111.7 96.1 97.0 13.4 10.8 8.6 6.9 5.5 4.4 3.5
PAT 1,184.0 910.0 1,287.3 2,525.0 3,538.7 4,533.6 5,783.0 7,299.4 9,211.5 11,457.2
PAT % 6.1% 5.5% 6.4% 9.9% 10.9% 11.2% 11.5% 11.7% 12.0% 12.2%
Sou rce: Ma nagem ent In formation

26
Management Projections – Revenue
INR million
Particulars as at 31st March 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 CAGR
Revenue from Operation
Facility Services Revenue 19,168.7 16,237.0 18,981.3 23,911.2 30,620.8 38,209.1 47,683.5 59,248.9 73,152.1 89,433.3 24.8%
YoY Growth % -15% 17% 26% 28% 25% 25% 24% 23% 22%
IFM 12,815.7 10,408.1 11,927.6 16,333.7 21,124.4 26,347.0 32,674.6 40,012.5 49,127.5 60,658.4 26.2%
YoY Growth % -19% 15% 37% 29% 25% 24% 22% 23% 23%
SWM 1,664.9 1,783.8 1,919.7 2,762.3 3,564.6 4,665.3 5,857.0 7,544.6 9,347.4 11,561.9 29.2%
YoY Growth % 7% 8% 44% 29% 31% 26% 29% 24% 24%
ERS 4,688.1 4,045.1 5,134.0 4,815.2 5,931.8 7,196.7 9,151.9 11,691.8 14,677.2 17,213.0 18.9%
YoY Growth % -14% 27% -6% 23% 21% 27% 28% 26% 17%
Facility Projects Revenue 66.1 392.4 1,246.9 1,576.8 1,811.8 2,281.8 2,751.8 3,086.8 3,656.8 4,226.8 19.1%
YoY Growth % 494% 218% 26% 15% 26% 21% 12% 18% 16%
Other operating revenue 48.6 20.3 6.7 24.5 27.0 29.7 32.6 35.9 39.5 43.4
YoY Growth % -58% -67% 268% 10% 10% 10% 10% 10% 10%
Total revenue from operations 19,283.4 16,649.6 20,234.9 25,512.4 32,459.6 40,520.5 50,468.0 62,371.5 76,848.4 93,703.5 24.5%
YoY Growth % -14% 22% 26% 27% 25% 25% 24% 23% 22%
Note: CAGR is the cumulative average grow th rate from FY22 to FY29
IFM industry CAGR SWM industry CAGR
Publisher Date CAGR Period Publisher Date CAGR Period

covered covered
Draft Red Rerring Prospectus Sep-21 27.0% 2021-2023 Mordor NA 7.1% 2019-2025
('DRHP') BVG DRHP BVG Sep-21 15.0% 2021-2023
Mordor NA 24.0% 2021-2026 DRHP Antony Waste Handling Dec-20 8.9% 2020-2025
IMARC group NA 23.0% 2021-2026 Cell Ltd.
Technavio Jun-21 14.0% 2021-2025
Blue Weave consulting Nov-21 22.1% 2021-2027 The Management has explained that BVG is growing at a faster
rate than the industry projected growth because the share of
organized players like BV G in the total pie will increase over a
period of time.

27
Management Projections – IFM Revenue

INR million
Particulars as at 31st March 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 CAGR
Industrial & Consumer 4,048.7 2,427.8 3,237.6 4,901.0 6,563.6 7,874.0 9,364.9 10,892.7 12,648.3 14,672.0 24.1%
YoY Growth % -40.0% 33.4% 51.4% 33.9% 20.0% 18.9% 16.3% 16.1% 16.0%
Transport Infrastructure 1,451.0 1,263.0 1,688.3 2,213.1 3,243.7 4,453.6 5,797.0 7,285.6 8,932.0 10,749.7 26.0%
YoY Growth % -13.0% 33.7% 31.1% 46.6% 37.3% 30.2% 25.7% 22.6% 20.4%
Hospitals & Healthcare 2,102.3 2,131.2 2,180.3 2,798.4 3,358.2 3,982.0 4,704.2 5,477.0 6,319.6 7,197.3 16.1%
YoY Growth % 1.4% 2.3% 28.3% 20.0% 18.6% 18.1% 16.4% 15.4% 13.9%
Government 3,228.9 2,562.4 2,556.5 3,209.9 3,872.5 4,644.9 5,547.6 6,553.2 7,698.1 8,933.6 16.9%
YoY Growth % -20.6% -0.2% 25.6% 20.6% 19.9% 19.4% 18.1% 17.5% 16.0%
Others 1,984.8 2,023.7 2,264.8 3,211.3 4,086.5 5,392.6 7,260.9 9,804.0 13,529.6 19,105.9 30.5%
YoY Growth % 2.0% 11.9% 41.8% 27.3% 32.0% 34.6% 35.0% 38.0% 41.2%
IFM revenue 12,815.7 10,408.1 11,927.6 16,333.7 21,124.4 26,347.0 32,674.6 40,012.5 49,127.5 60,658.4 22.5%
YoY Growth % -18.8% 14.6% 36.9% 29.3% 24.7% 24.0% 22.5% 22.8% 23.5%
Note: CAGR is the cumulative average grow th rate from FY22 to FY29
Key assumptions with regards to each industry segment are discussed in the following slides

28
Management Projections - Industrial and Consumer

sector revenue
INR million
Particulars as at 31st March 2023 2024 2025 2026 2027 2028 2029
Revenue from existing clients 3,626.1 4,061.3 4,548.6 5,094.5 5,705.8 6,390.5 7,157.3
YoY Growth % 12% 12% 12% 12% 12% 12%
Revenue from new clients 1,274.9 2,502.3 3,325.4 4,270.5 5,186.9 6,257.8 7,514.7
YoY Growth % 96% 33% 28% 21% 21% 20%
Total Revenue 4,901.0 6,563.6 7,874.0 9,364.9 10,892.7 12,648.3 14,672.0
YoY Growth % 34% 20% 19% 16% 16% 16%
Source: Management Information
• Rev enue from existing clients is projected to grow at y-o-y growth rate of 12%.
• Key clients in this sector for the Company include Bajaj Auto Ltd, Bosch Ltd, Fiat India Automobiles Pvt Ltd, Tata Motors Ltd, Asian Paints Ltd,
Whirlpool of India Ltd, Patanjali Yogpeeth, UPL Ltd, Hindustan Aeronautics Ltd.
• Rev enue from new clients is projected to be achieved from providing new services/ managing new locations of existing clients, and from providing trained
technical staff under NEEM and NAPS scheme for BVG and other clients.
• The Central Government has implemented NEEM and NAPS scheme. NAPS was launched in 2016 and introduces incentives for employers that promote
apprenticeship and offer apprenticeship training. NEEM offers ‘on the job’ practical training to enhance employability of individuals.
• BV G provides skilled workers to the manufacturing plants and production facilities, especially in the FMCG, Auto and Electronics industries.
• Rev enue from Industrial and consumer sector is projected to contribute ~28% of revenue of FMS segment and is projected to grow at a CAGR of 24% over
the Projection Period.

29
Management Projections – Transport and

Infrastructure sector revenue INR million
YoY Growth % 6% 6% 6% 6% 6% 6%
Revenue from new clients 423.5 1,346.7 2,442.8 3,665.6 5,026.3 6,537.1 8,211.1
YoY Growth % 218% 81% 50% 37% 30% 26%
Total Revenue 2,213.1 3,243.7 4,453.6 5,797.0 7,285.6 8,932.0 10,749.7
YoY Growth % 47% 37% 30% 26% 23% 20%
• BV G provides integrated services to railway stations and coaches, airports, metro systems, bus stations and buses, roads and highways.
• Key clients in this sector include Mumbai Airport, Chennai Metro, Indian Railways, ISBT, Lucknow airport.
• Management has projected:
o 1 railway station contract being awarded every alternate year from FY25.
o E-buses operation and maintenance FY23 onwards
o Cleaning of 5 additional train coaches, contracts for managing 5 new depots and 2 new airports each year
• Rev enue growth in this sector is projected to be achieved on account of increased awareness for improvement in passenger amenities, infrastructure, and
customer experience and increased government spending towards infrastructure development.
• Rev enue from Transport and infrastructure sector is projected to contribute ~17% of revenue of FMS segment and is projected to grow at a CAGR of 30%
ov er the Projection Period.

30
Management Projections – Hospital and Healthcare

sector revenue
INR million
YoY Growth % 10% 10% 10% 10% 10% 10%
Revenue from new clients 400.0 720.0 1,080.0 1,512.0 1,965.6 2,457.0 2,948.4
YoY Growth % 80% 50% 40% 30% 25% 20%
Total Revenue 2,798.4 3,358.2 3,982.0 4,704.2 5,477.0 6,319.6 7,197.3
YoY Growth % 20% 19% 18% 16% 15% 14%
Sou rce: Management In for m ation
• BV G offers various specialized services to public hospitals such as mechanized housekeeping, bio-medical equipment maintenance, HVAC&DG
maintenance, patient care, security service, facility management service, ward attender and nursing staff.
• Key clients in this sector for the Company DY Patil, Institute of Liver & Biliary Science, AIIMS, Safdarjung Hospital, MGM'S Hospital CIDCO.
• Rev enue growth in this sector is projected to be achieved on account of increased awareness for hygiene and increase in government spending towards
healthcare.
• Rev enue from Hospital and healthcare sector is projected to contribute ~14% of revenue of FMS segment and is projected to grow at a CAGR of 19% over
the Projection Period.

31
Management Projections – Government sector revenue

INR million
YoY Growth % 6% 6% 6% 6% 6% 6%
YoY Growth % 100% 60% 45% 35% 30% 25%
Total Revenue 3,209.9 3,872.5 4,644.9 5,547.6 6,553.2 7,698.1 8,933.6
YoY Growth % 21% 20% 19% 18% 17% 16%
Sou rce: Management In for m ation
• The Company offers facility management services to key government institutions such as the residences of key constitutional functionaries, high courts,
v arious judicial authorities, public works department and income tax offices.
• Rev enue from government sector is projected to contribute ~17% of revenue of FMS segment and is projected to grow at a CAGR of 20% over the Projection
Period.

32
Management Projections – Others

INR million
YoY Growth % 10% 10% 10% 10% 10% 10%
YoY Growth % 87% 77% 66% 56% 55% 54%
Total Revenue 3,211.3 4,086.5 5,392.6 7,260.9 9,804.0 13,529.6 19,105.9
YoY Growth % 27% 32% 35% 35% 38% 41%
Sou rce: Ma nagem ent Information
• This sector include revenue from maintenance of banking and financial services and institutions (BFSI), education, residential and commercial complexes,
shopping malls, and IT/ ITES.
• The services provided by the Company to these sectors includes mechanized housekeeping, facility attendant services, and manpower supply services to
prominent banks such as State Bank of India (SBI) and other nationalized and co-operative banks. Management represented that the Company currently
manages 120 branches of SBI. Along with the branches, the Company also currently handles the key offices/ bungalows of the SBI group.
• Rev enue from existing clients is projected to grow at y-o-y growth rate of 10%
• Rev enue from new clients is projected to be achieved from:
o The Company has grown its revenue from SBI from ~INR 34 million in FY18 to ~INR 240 million in FY22, and Management projects to increase its
presence from 120 branches to more than 4000 branches by FY29.
o Managing residential societies and commercial undertakings such as malls, offices
o Rev enue from global markets. We understand that the Company is evaluating opportunities in certain regions in UAE and the USA
• Rev enue growth in this sector is projected to be achieved on account of increased demand for residential units, commercial space growth driven by sectors
like IT-BPO, pharma, engineering and manufacturing, and increased investment in banking and educational sector.
• Rev enue contribution from this sector sector is projected to increase from ~19% of revenue of FMS segment in FY22 to ~31% in FY29 and is projected to
grow at a CAGR of 36% over the Projection Period.

33
Management Projections – SWM

INR million
YoY Growth % 8% 8% 8% 8% 8% 8%
YoY Growth % 92% 70% 44% 46% 33% 31%
Total Revenue 2,762.3 3,564.6 4,665.3 5,857.0 7,544.6 9,347.4 11,561.9
YoY Growth % 29% 31% 26% 29% 24% 24%
Source: Ma n agement In formation
• Solid Waste management involves collection of waste, road sweeping, manual road cleaning & drain cleaning and bio-mining.
• BV G received its first major waste management business in 2017 on being awarded municipal solid waste management contract by Nagar Nigam Jaipur.
During FY17-FY22, the Company has been awarded contracts by Pune, Nagpur and Yamuna Nagar Municipal Corporations, etc.
• As per the Management, the revenue of SWM business increased from INR 494 million in FY17 to INR 1,163 million in FY18, post that the revenue has
increased at a CAGR of ~1 3% from FY18 to FY22.
• During the Projection Period, revenue from existing clients is projected to grow at y-o-y growth rate of 8%.Revenue from new clients is projected to be
achieved from expansion in new areas in waste management including processing of waste and robotic manhole cleaning.
• Rev enue growth in this sector is projected to be achieved on account of v arious initiatives being adopted by the government , such as, ‘Swachh Bharat
Abhiyan’, ‘Clean India Mission’, increased awareness towards waste management and technological advancement in waste management services.
• Contribution of SWM business to the total revenue is expected to increase from 9.5% in FY22 to 12.3% in FY29 and is projected to grow at a CAGR of 29%

34
Management Projections – ERS revenue

INR million
YoY Growth % 8% 8% 8% 8% 8% 8%
Revenue from new clients - 750.0 1,620.0 3,149.6 5,230.9 7,722.1 9,725.3
YoY Growth % 116% 94% 66% 48% 26%
Total Revenue 4,815.2 5,931.8 7,196.7 9,151.9 11,691.8 14,677.2 17,213.0
YoY Growth % 23% 21% 27% 28% 26% 17%
• Emergency response services include revenue from emergency medical service and emergency police service:
o Emergency medical services comprise operating and maintaining ambulance services through a toll free number and providing immediate aid by
dispatching ambulances equipped with critical care facilities. The Company provides these services currently in Maharashtra and J&K.
o Emergency police response service is provided by the Company in Madhya Pradesh under a contract with Police Telecommunication of Madhya
Pradesh Police (‘PTMPP’). BVG is the first company in India to be awarded a contract for emergency police response service.
• BV G started providing emergency response service in 2014 on being awarded Maharashtra Emergency Medical Services (‘MEMS’) contract by the
government of Maharashtra. During FY14-FY22, the Company has been awarded contracts by governments of Andhra Pradesh, Delhi, J&K, etc.
• Rev enue from existing clients is projected to grow at a y-o-y growth rate of 8%. The Management has considered additions of 3 contracts over the next 7
y ears in EMS and 2 contracts in the next 7 years in EPS.
• Contribution of ERS business to the total revenue is expected to decrease from 25.4% in FY22 to 18.4% in FY29 and is projected to grow at a CAGR of 19%

35
Management Projections – Projects revenue

INR million
Solar 1,110.0 1,295.0 1,665.0 2,035.0 2,220.0 2,590.0 2,960.0
YoY Growth % 17% 29% 22% 9% 17% 14%
Non-solar 466.8 516.8 616.8 716.8 866.8 1,066.8 1,266.8
YoY Growth % 11% 19% 16% 21% 23% 19%
Total Revenue 1,576.8 1,811.8 2,281.8 2,751.8 3,086.8 3,656.8 4,226.8
YoY Growth % 15% 26% 21% 12% 18% 16%
• Projects include design, engineering, procurement and construction of solar projects, operation and maintenance of solar projects and smart city
dev elopment, horticultural projects, environment conservation, etc. across various cities in India
• Rev enue from Projects is projected to contribute ~5% of total revenue and is projected to grow at a CAGR of 19% over the Projection Period.

36
Management Projections – Direct operating expenses

INR million
Expenses
Cost of materials consumed 1,901.0 1,167.3 2,083.2 1,668.6 2,074.6 2,595.0 3,209.7 3,888.5 4,754.6 5,739.7
as a % of total revenue 7.0% 10.3% 6.5% 6.4% 6.4% 6.4% 6.2% 6.2% 6.1%
Employee cost 11,504.3 10,557.8 11,883.8 14,472.2 18,527.3 23,133.2 28,762.4 35,418.4 43,575.8 53,396.0
Direct Expenses 2,310.4 1,745.7 2,369.2 4,202.4 5,320.8 6,654.8 8,338.2 10,458.1 12,953.2 15,699.1
Total expenses 15,715.8 13,470.8 16,336.1 20,343.2 25,922.6 32,383.0 40,310.3 49,764.9 61,283.6 74,834.8
as a % of total revenue 8.1% 8.1% 8.1% 8.0% 8.0% 8.0% 8.0% 8.0% 8.0% 8.0%
• As per the Management, there may be reclassification expenses between cost of material consumed, employee cost and direct expenses. We have therefore
analysed, direct operating expenses at an overall level.
• As per the Management, the segment-wise break-up of direct operating expenses is not available.
• Management expects overall operating expenses as a percentage of revenue to be in-line with the historical periods.

37
Management Projections – Other operating expenses

INR million
Other Operating Expenses
Rent 159.9 55.0 90.5 95.0 99.8 104.8 110.0 115.5 121.3 127.4
YoY Growth % 21.7% -65.6% 64.5% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0%
Repairs & Maintenance 328.0 307.4 283.5 311.9 343.0 377.3 415.1 456.6 502.2 552.5
YoY Growth % -17.1% -6.3% -7.8% 10.0% 10.0% 10.0% 10.0% 10.0% 10.0% 10.0%
Insurance 28.8 29.4 44.2 46.4 48.7 51.2 53.7 56.4 59.2 62.2
YoY Growth % -55.1% 1.9% 50.4% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0%
Travelling & Conveyance 78.4 47.5 90.3 94.8 99.6 104.5 109.8 115.2 121.0 127.1
YoY Growth % -44.2% -39.5% 90.1% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0%
Advertisement & Sales Promotion 22.2 9.7 10.5 11.1 11.6 12.2 12.8 13.5 14.1 14.8
YoY Growth % 35.9% -56.4% 8.9% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0%
Legal & Professional Charges 163.3 143.1 180.7 189.8 199.3 209.2 219.7 230.7 242.2 254.3
YoY Growth % -14.2% -12.4% 26.3% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0%
Others 314.5 305.8 308.2 398.4 543.4 766.3 1,049.6 1,468.4 1,921.0 2,293.9
% of revenue 1.6% 1.8% 1.5% 1.6% 1.7% 1.9% 2.1% 2.4% 2.5% 2.4%
Total Other Operating Expenses 1,095.2 897.9 1,008.0 1,147.4 1,345.4 1,625.6 1,970.7 2,456.2 2,981.1 3,432.1
% of revenue 0.6% 0.5% 0.5% 0.4% 0.4% 0.4% 0.4% 0.4% 0.4% 0.4%
• Ex penses listed above are either fixed or semi-fixed in nature.
• Ex penses like rent. Insurance, travel and conveyance, legal and professional charges are considered to be fixed in nature, hence they are projected to
increase in-line with inflation rate.
• Other expenses primarily includes subcontracting charges, retainership fees, power & fuel, provision for expected credit loss, equipment hiring charges, etc.
These expenses are semi variable in nature and expected to be ~2%-2.5% of the revenue during the Projection Period as against ~1 .6% over the historical
period.

38
Management Projections – Net working capital

INR million
Particulars as at 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029
Assets
Trade receivables 8,737.2 8,868.1 8,924.6 9,029.9 10,390.7 11,845.2 13,349.1 14,781.5 16,052.5 16,995.7
Other Current Assets
Inventories 1,600.2 1,694.2 1,687.5 1,716.4 1,754.7 1,799.1 1,853.9 1,919.4 1,999.1 2,091.9
Loans and advances 192.0 126.5 5.4 6.8 8.6 10.8 13.4 16.6 20.5 25.0
Other financial assets 2,557.9 2,807.9 2,083.3 2,634.7 3,352.6 4,185.6 5,213.6 6,443.8 7,939.9 9,681.9
Other current assets 613.2 607.1 644.7 812.4 1,033.7 1,290.5 1,607.5 1,986.8 2,448.1 2,985.2
Loans 45.6 61.3 256.8 323.6 411.8 514.1 640.3 791.4 975.2 1,189.1
Other non-current financial asse 769.1 548.1 1,110.0 1,398.7 1,779.8 2,222.0 2,767.7 3,420.7 4,214.9 5,139.7
Other non-current assets 491.2 360.6 385.1 271.0 299.5 332.7 373.5 422.4 481.9 551.2
Total Assets 15,006.3 15,073.9 15,097.4 16,193.5 19,031.5 22,199.9 25,819.0 29,782.7 34,132.1 38,659.6
Liabilities
Trade payables 1,309.9 1,216.6 1,610.3 2,029.0 2,493.0 3,112.4 3,876.8 4,791.6 5,904.1 7,199.4
Contract Liabilities 1,564.3 1,507.4 1,546.3 1,546.3 1,546.3 1,546.3 1,546.3 1,546.3 1,546.3 1,546.3
Other financial liabilities 3,049.8 3,050.2 1,632.2 2,032.9 2,575.8 3,205.8 3,983.3 4,913.6 6,045.1 7,362.6
Other current liabilities 806.5 696.6 550.1 959.3 1,220.7 1,524.0 1,898.2 2,346.1 2,890.9 3,525.1
Long Term Provisions 352.7 497.3 554.0 674.7 863.7 1,078.5 1,340.9 1,651.2 2,031.5 2,489.3
Provisions 66.9 75.6 - - - - - - - -
Total Liabilities 7,150.2 7,043.6 5,892.9 7,242.2 8,699.5 10,466.9 12,645.5 15,248.8 18,417.9 22,122.7
Net working capital 7,856.2 8,030.3 9,204.5 8,951.4 10,332.0 11,733.0 13,173.5 14,533.8 15,714.2 16,537.0
as a % of total revenue 40.7% 48.2% 45.5% 35.1% 31.8% 29.0% 26.1% 23.3% 20.4% 17.6%
Change in working capital (253.1) 1,380.6 1,401.0 1,440.5 1,360.3 1,180.4 822.8
• Net working capital as a % of revenue is projected to decline from 45.5% as at 31 March 2022 to ~17.6% as at 31 March 2029, primarily on account of
reduction in debtor days.
• Debtor days has been ~150-160 days during FY19-FY20, which subsequently increased to ~194 days in FY21. We understand that the debtor days has
been high during the historical period on account of delays in payment from government clients and also on account of impact of COVID-19, which led to
longer receivable cycles. Going ahead, Management has projected that the Company would shift its focus from government clients to private clients,
which would lead to an improvement in the debtor days. Debtor days are projected to gradually reduce to ~66 days in FY29.

39
Section 5
Approach and Methodology

40
Section 5 – Approach and Methodology
Methodology and approach

General Propositions • Giv en that BVG is expected to make profits in the future and the
V aluation of BV G is carried out on a ‘going concern’ basis, we have not
• As per the terms of our Engagement Letter, valuation of 100% equity of adopted the Asset Approach for the Valuation.
BV G has been carried out on a ‘going concern basis’.
Market Approach
• V alue Propositions
• Under the Market Approach, a business is usually valued considering
Business V alue = V alue of tangible/ physical assets + Intangible assets the market price or by estimating its market price on a comparison with
other companies whose equity is traded on the stock exchanges.
Enterprise Value = Business value + V alue of ‘surplus’
• Stock exchange prices are considered transparent benchmarks of v alue
Equity V alue = Enterprise value – V alue of debt and incorporate information including future prospects, demand supply
position, competitive trends, etc. Prices are considered to be indicative
• Commonly adopted approaches for V aluation are of v alue perception by investors operating under free market
conditions. Investors are expected to pay for the earnings potential of
– Asset Approach the entity and earnings value is expected to converge towards the
market value. However, equity shares of BV G are not listed on any stock
– Market Approach ex changes.
– Income Approach • Under Comparable Companies’ Multiple (‘CCM’) method, v alue of the
equity shares of a company is arrived at by using multiples derived from
Asset Approach v aluations of comparable companies, as manifested through stock
market valuations of listed companies. The valuation is based on the
• Asset Approach indicates the value by adjusting the asset and liability principle that market valuations, taking place between informed buyers
balances on the balance sheet. Asset approach is usually based on the and informed sellers, incorporate all factors relevant to valuation.
summation of individual piecemeal values of the underlying assets less Relevant multiples need to be chosen carefully and adjusted for
v alue of the liabilities. differences between the circumstances.
• Historical book value of the tangible assets of a company or business is • The Market Approach may also consider the prices implied by reported
ty pically not reflective of the market value/ replacement value of such transactions/ deals of comparable companies i.e. Comparable
assets or the earnings potential of the business. For the purposes of this Transaction Multiple Method (‘CTM’)
V aluation, we were not required to carry out a revaluation of assets of
the BV G.

41
Section 5 – Approach and Methodology
Methodology and approach

• The market/ transaction price, as a ratio of the subject asset’s attribute – Free Cash Flow to Firm (‘FCF’) is determined based on estimated
such as sales, capital employed, earnings, etc. is used to derive an post tax cash flows for the horizon period after considering capital
appropriate multiple. This multiple is then applied to the attribute of ex penditure and incremental working capital. To arrive at the
the asset being valued to indicate the value of the subject asset. enterprise value, the adjustments are made for deferred tax asset/
liability, surplus assets, contingent liabilities etc. (as appropriate)
• The EV /EBITDA multiple of comparable companies is considered for
the V aluation under the CCM method. – DCF v alue comprises:
• In absence of comparable transactions where the target company is  Present value of cash flows for the horizon period.
similar to BVG in size and business mix, we have not considered the
CTM method for the V aluation.  Perpetuity value, which is usually based on terminal year cash
flows considered representative of the cash flows for the
Income Approach period after the horizon.
• Income Approach considers the expected cash flows/ income, the • We hav e considered the DCF method for Valuation of BVG, based on
business is expected to generate and is considered appropriate in case of the Management Projections.
a ‘going concern’. We have considered this as the primary approach in
the V aluation of BVG.
• Discounted cash flow (‘DCF’)
– DCF method determines the value by discounting, at an appropriate

rate, the projected free cash flows of the company/ business
– Weighted average cost of capital (‘WACC’) of equity and debt,

funding the business, is considered appropriate to discount future
cash flows

42
Section 6
Valuation

43
Section 6.1
Weighted Average Cost of Capital (‘WACC’)

44
Section 6.1 – Weighted Average Cost of Capital (‘WACC’)
Weighted Average Cost of Capital (‘WACC’)
Particulars 31-Mar-22 Comments

Risk-free rate (Rf) 6.97% Source: 1-month average yield to maturity of zero coupon 10 years Government of India securities as at
31 March 2022
Equity risk premium (Rp) 7.00% PW&Co consensus equity risk premium
Relevered beta (B) 1.39 Considering peer companies operating in the Facility Management Industry in India (Source: CapitalIQ)
Company specific risk premium (CSRP) 3.00%
Cost of Equity 19.71%
Cost of debt 10.00% Management Information
Effective tax rate 25.17% Marginal tax rate
Cost of debt (net of tax) 7.48%
Target debt as a % of total capitalisation 38.67% Debt to equity for the comparable companies
Target mkt cap. as a % of total capitalisation 61.33%
WACC 15.00%
Company Specific Risk Premium
• There are operational risks associated with achieving the revenue growth in SWM, ERS and Project business considering the historical performance and
the overall industry growth. The EBITDA margin is also expected to increase from 14% in FY22 to ~16.5% in FY29. The debtor days are projected to
improve from ~174 days of revenue during FY20-FY22 to ~66 days in FY29. We have hence considered a CSRP of 3% on account of these risks.

45
Section 6.2
DCF Method - Base Case Scenario

46
Section 6.2 – DCF Method - Base Case Scenario
Discounted Cash Flow Approach – Management Case

Discount rate - WACC 15.0%
Terminal growth rate 5.0%
Projected period tax 20.0%
Terminal year tax rate 25.2%
INR million
Particulars as at 31-Mar-23 31-Mar-24 31-Mar-25 31-Mar-26 31-Mar-27 31-Mar-28 31-Mar-29 Terminal
No. of Months 12 12 12 12 12 12 12 Value
Revenue from operations 25,512.6 32,459.7 40,520.7 50,468.2 62,371.8 76,848.6 93,703.8 98,389.0
y-o-y growth (%) 26.0% 27.2% 24.8% 24.5% 23.6% 23.2% 21.9% 5.0%
EBITDA 4,022.0 5,191.7 6,512.1 8,187.2 10,150.6 12,583.9 15,436.9 16,208.8
EBITDA % 15.8% 16.0% 16.1% 16.2% 16.3% 16.4% 16.5% 16.5%
Less: Tax (744.7) (959.2) (1,202.1) (1,515.5) (1,890.4) (2,359.7) (2,906.4) (3,851.5)
Less: Capital expenditure (919.1) (918.7) (985.2) (991.5) (1,068.2) (1,076.0) (1,148.7) (905.6)
Less: (Increase)/ decrease in Working Capital 253.1 (1,380.6) (1,401.0) (1,440.5) (1,360.3) (1,180.4) (822.8) (826.8)
Free Cash Flow to Firm ('FCFF') 2,611.3 1,933.2 2,923.8 4,239.7 5,831.6 7,967.8 10,559.0 10,624.8
Mid year factor 0.5 1.5 2.5 3.5 4.5 5.5 6.5
Discount factor 0.93 0.81 0.71 0.61 0.53 0.46 0.40
Present value of FCFF 2,435.1 1,567.6 2,061.6 2,599.5 3,109.2 3,694.1 4,256.9
Particulars INR million

Primary value 19,723.9
Terminal value - H model 140,517.0
PV factor for terminal value 0.40
PV Terminal value - H model 56,649.1 WACC
Less: contingent liabilities (432.6) 14.00% 14.50% 15.00% 15.50% 16.00%
Enterprise Value 75,940.4 4.0% 77,584.9 72,741.2 68,364.1 64,391.8 60,773.1
Add: Surplus assets 991.4 4.5% 80,575.3 75,362.9 70,673.8 66,435.7 62,589.1
Less: Borrowings 3,706.6
TG
5.0% 83,897.3 78,259.9 73,213.8 68,673.6 64,569.7

Less: Interest accrued on borrowings 10.6
5.5% 87,609.3 81,478.1 76,020.5 71,134.7 66,738.3
Less: Unclaimed dividend 0.8
6.0% 91,784.5 85,074.0 79,138.3 73,854.2 69,123.2
Equity Value 73,213.8
Refer Table 1 on pg 61 for calculation of Terminal Value
Refer pg 62 for details of Surplus Assets
Refer pg 63 for details of Contingent liability

47
Section 6.3
DCF Method - Alternate Scenario

48
Section 6.3 – DCF Method - Alternate Scenario
Discounted Cash Flow Approach – Alternate Case

• Av erage days of receivables from FY 20 to FY22 were ~174 days of revenue. The Management has considered trade receivable days to improve from 161
day s in FY22 to 66 days in FY29. As informed by the Management, trade receivable days were higher historically on account of delay in payments from
government clients. In the projected period, BV G expects lower revenue contribution to total revenue from government clients as compared to private
clients, especially in the IFM, SWM and ERS segments which will result in improvement in trade receivable cycle. Considering the nature of business and
the current client base of BVG, there is an operational risk associated with achieving the projected trade receivable days in the Management Projections.
Hence, an alternative scenario analysis is carried considering projected trade receivable days in the range of 132 days to 138 days. The Company specific
risk premium is reduced by ~2% while calculating the WACC under this scenario.
Discount rate - WACC 13.8%
Terminal growth rate 5.0%
Projected period tax 20.00%
Terminal year tax rate 25.17%
INR million
Particulars as at 31-Mar-23 31-Mar-24 31-Mar-25 31-Mar-26 31-Mar-27 31-Mar-28 31-Mar-29 Terminal
No. of Months 12 12 12 12 12 12 12 Value
Revenue from operations 25,512.6 32,459.7 40,520.7 50,468.2 62,371.8 76,848.6 93,703.8 98,389.0
y-o-y growth (%) 26.1% 27.2% 24.8% 24.5% 23.6% 23.2% 21.9% 5.0%
EBITDA 4,019.9 5,177.8 6,483.1 8,135.5 10,066.3 12,455.0 15,248.0 16,010.4
EBITDA % 15.8% 16.0% 16.0% 16.1% 16.1% 16.2% 16.3% 16.3%
Less: Tax (744.3) (956.4) (1,196.3) (1,505.2) (1,873.6) (2,334.0) (2,868.7) (3,801.6)
Less: Capital expenditure (919.1) (918.7) (985.2) (991.5) (1,068.2) (1,076.0) (1,148.7) (905.6)
Less: (Increase)/ decrease in Working Capital 41.7 (2,542.4) (2,889.8) (3,658.9) (4,526.5) (5,508.4) (6,642.7) (1,746.6)
Free Cash Flow to Firm ('FCFF') 2,398.2 760.3 1,411.8 1,979.8 2,598.0 3,536.7 4,587.9 9,556.7
Mid year factor 0.5 1.5 2.5 3.5 4.5 5.5 6.5
Discount factor 0.94 0.82 0.72 0.64 0.56 0.49 0.43
Present value of FCFF 2,248.6 626.7 1,023.1 1,261.2 1,455.0 1,741.3 1,985.8

49
Section 6.3 – DCF Method - Alternate Scenario

Discounted Cash Flow Approach – Alternate Case (continued)
Primary value 10,341.6
Terminal value - H model 144,445.6
PV factor for terminal value 0.43
PV Terminal value - H model 62,520.2 WACC
Less: contingent liabilities (432.6) 12.75% 13.25% 13.75% 14.25% 14.75%
Enterprise Value 72,429.2 4.0% 76,514.9 70,761.4 65,642.0 61,062.2 56,945.5
Add: Surplus assets 991.4 4.5% 79,214.1 73,027.2 67,554.0 62,683.0 58,324.9
TG
Less: Borrowings 3,706.6 5.0% 82,283.3 75,587.4 69,702.6 64,495.7 59,861.2
Less: Interest accrued on borrowings 10.6 5.5% 85,798.6 78,498.7 72,130.6 66,533.0 61,579.5
Less: Unclaimed dividend 0.8 6.0% 89,858.9 81,833.4 74,891.7 68,835.3 63,510.8
Equity Value 69,702.6
Refer Table 1 on pg 61 for calculation of Terminal Value
Refer pg 63 for details of Contingent liabilities
Note: Equity value includes OCDs and CCPS

50
Section 6.4
Comparable Companies Method

51
Section 6.4 – Comparable Companies Method

Under the CCM approach we have considered the EV/EBITDA multiple of the following listed companies.
INR million
S.No Company Name M. Cap Implied Revenue EBITDA EBITDA% EV/EBITDA
Enterprise
Value
1 SIS Limited 72,441.7 78,163.1 98,562.7 4,974.4 6.4% 15.7
2 Quess Corp Limited 94,306.2 96,260.2 129,042.4 4,764.8 4.9% 20.2
Average 18.0x
INR million
Particulars Low* Mid High*
Adjusted multiple 17.1x 18.0x 18.9x
FY23 EBITDA 4,022.0 4,022.0 4,022.0
PV Factor 0.9x 0.9x 0.9x
PV of FY23 EBITDA 3,750.6 3,750.6 3,750.6
Enterprise Value 64,134.7 67,510.3 70,885.8
Less: Contingent liabilities (432.6) (432.6) (432.6)
Adjusted Enterprise Value 63,702.2 67,077.7 70,453.2
Add: Surplus assets 991.4 991.4 991.4
Less: Borrowings 3,706.6 3,706.6 3,706.6
Less: Interest accrued on borrowin 10.6 10.6 10.6
Less: Unclaimed dividend 0.8 0.8 0.8
Equity value 60,976 64,351 67,727
*High/ low are arrived considering +/-5% on EV/EBITDA multiple

Note: Equity value includes OCDs and CCPS
Refer pg 63 for details of Contingent liabilities

52
Section 6.4 – Comparable Companies Method

Reasons for considering FY23 as normalized EBITDA
 Due to impact of second wave of Covid-19 during first quarter of FY22, several state governments in India re-imposed lockdowns, curfews and other
restrictions. This might have impacted the EBITDA margins of the Company.
 New initiatives/ services such as e-bus driving, robotic manhole cleaning, waste management processing and facility management revenue from
international markets such as US and Middle East are expected to commence from FY23.
 Based on discussion with the Management, we understand that in FY23, of the total projected revenue of facility services revenue of ~INR 23,911 million,
~INR 20,419 million is based on contracts on hand.
 Considering the above factors, we have considered present v alue of FY23 EBITDA as normalized EBITDA to arrive at equity value of BV G using CCM
method.

53
Section 6.5
Valuation Conclusion

54
Section 6.5 – Valuation Conclusion
Valuation Conclusion (INR million) Valuation Range
CCM - FY+1 EV/EBITDA multiple 60,975.6 67,726.6

17.1x 18.9x
DCF - Alternate Scenario 64,495.7 75,587.4

23.4x 27.2x
DCF - Management Case 68,673.6 78,259.9

24.8x 28.2x
50,000.0 60,000.0 70,000.0 80,000.0 90,000.0

TTM EV/EBITDA multiple
• The equity value of BVG is expected in the range of INR 67,000 million to INR 75,000 million.
• The Equity value includes the value of OCDs and CCPS.

55
Section 6.5 – Valuation Conclusion
Valuation Conclusion (USD million) Valuation Range
CCM - FY+1 EV/EBITDA multiple 813.0 903.0

17.1x 18.9x
DCF - Alternate Scenario 859.9 1,007.8

23.4x 27.2x
DCF - Management Case 915.6 1,043.5

24.8x 28.2x
700.0 800.0 900.0 1,000.0 1,100.0 1,200.0
TTM EV/EBITDA multiple
• The equity value of BVG is expected in the range of USD 900 million to USD 1,007 million.
• The Equity value includes the value of OCDs and CCPS
Note: USD 1 = INR 75

56
Section 7
Caveats

57
Sect ion 7 – Caveats
Caveats
This Report has been prepared solely for internal management Further, any reference and usage of language thereof of PwC BCS LLP’s
considerations in connection with the Valuation for the purpose Report cannot be made in any document /website by the Client, its
mentioned in the context. This Report has been prepared in accordance associates or its advisors nor shall it use the PwC BCS LLP name or logo on
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Terms of Business. approval by PwC BCS LLP. For the avoidance of any doubt, it is clarified
that notwithstanding anything to the contrary, (save and except the Client)
This Report forms an integral whole and cannot be split in parts. The there are no other beneficiaries, express or implied, to the services
outcome of V aluation can only lead to proper conclusions if the Report as a provided by PwC BCS LLP under EL dated 29 April 2022 and attached
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Our Report will be used solely in connection with the objective outlined
Our aggregate liability to you whether in contract, tort or otherwise will be
above and should not be a part of any public /regulatory filings unless
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consented to by us in writing. It is not to be used, referred to or distributed
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Our V aluation is based on information and financial data provided to us
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will not be of the nature of model audit, fraud detection and forensic
BVG India Limited • Report services. May 2022
58
Sect ion 7 – Caveats
Caveats (contd.)
The information used by PwC BCS LLP in preparing this Report has been V aluation may be based on estimates of future financial performance or
obtained from a v ariety of sources as indicated within the Report. We have opinions that represent reasonable expectations at a particular point in
based our analysis on the financial and other information that has been time, but such information, estimates or opinions are not offered as
provided by the Management /representatives of the Client, discussions predictions or as assurances that a particular level of income or profit will
with the Management. PwC BCS LLP expressly disclaims any and all be achieved, that events will occur, or that a particular price will be offered
liability for any representation (whether express or implied) contained in, or accepted. Actual results achieved during the period covered by the
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V aluation and outcome are inter-alia based on market/ economy trends v ariations may be material. We will take no responsibility for the
and v aluation parameters prevailing as at the Valuation Date. Changes in achievement of results projected. The ability to achieve certain key
circumstances and v aluation parameters after the Valuation Date could assumptions, specified earlier in this Report, would also have a significant
affect the Valuation. PwC BCS LLP assumes no responsibility to update this impact on the cash flows, and hence the outcome of the Valuation.
Report for events, transactions and circumstances relating to the Company
or changes in the market/ economy trends and v aluation parameters Consequently, this information cannot be relied upon to the same extent as
occurring after the V aluation Date. that derived from audited accounts for completed accounting periods. We
The terms of the actual transaction, if any, may be different from our ex press no opinion as to how closely the actual results will correspond to
V aluation depending on the knowledge, negotiability and motivation of the the results projected.
parties. You acknowledge and agree that you have the final responsibility Considering the current coronavirus (COVID-19) outbreak, it may not be
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than this Report will need to be taken into account in determining such
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By its v ery nature, Valuation cannot be regarded as an exact science and the
Deliv erables and any advice or recommendations included therein do not
conclusions arrived at in many cases will of necessity be subjective and
dependent on the exercise of individual judgment. There can therefore be consider nor incorporate potential implications or impact of the
no standard formulae to establish an indisputable value, although certain coronavirus (COV ID-19), including but not limited to performance,
formulae are helpful in assessing reasonableness. While we have provided operations, and/or results. PwC BCS LLP is not responsible nor liable for
an assessment of the value based on a high-level analysis of the information any consequences, impacts, implications, direct or indirect, of the
av ailable to us and within the scope of our engagement, others may place a coronavirus (COV ID-19) arising from or related to the Services,
different value. Deliv erables, advice or recommendations provided by PwC BCS LLP in this
engagement.

59
Appendices
BVG India Limited

60
Section -1 – Appendices

H-Model is another form of Dividend Discount Model under the DCF method which breaks down the cash flows into two phases or stages.
In H model, the growth rate in the first phase is not constant but reduces gradually to approach the constant growth rate in the second stage. The growth rate
is assumed to reduce in a linear way in the initial phase till it reaches stable growth rate in the second stage. The model also makes an assumption that cash
flow and cost of equity remain constant.
The formula used for computing Terminal Value in a H- Model is (Do+(Do/(1+g2))*H*(g1-g2))/(r-g2)
Where,
D0 = The most recent cash flow;
g1 = The initial high growth rate;
g2 = The terminal growth rate;
r = Discount rate ;
H = The half-life of the high growth period
Considering the high growth (21.9%) in the revenues in FY29 and terminal year growth rate of 5%, for the purpose of computing the Terminal Value, we have
adopted H-Model.
Table 1: Terminal value - H model: Management Case Table 2: Terminal value - H model: Alternate Case
Particulars INR million Particulars INR million
Terminal value - H model Terminal value - H model
The most recent cash flow 10,624.8 The most recent cash flow 9,556.7
The initial high growth rate 21.9% The initial high growth rate 21.9%
The terminal growth rate 5.0% The terminal growth rate 5.0%
The discount rate 15.00% The discount rate 13.75%
The half-life of the high growth period 2.0 The half-life of the high growth period 2.0
Terminal value - H model 140,517.0 Terminal value - H model 144,445.6

61
Annexure – Surplus assets

Cash and cash equivalents 986.7
Advance tax net of provision (164.8)
Current investments 33.4
Asset held for sale (Net) 29.2
Investment in Property 73.7
Freehold Land 25.5
Interest on deposits 7.7
Total surplus assets 991.4

62
Annexure – Contingent Liabilities
The Management has represented that it does not have any legal opinion to quantify the probability of devolvement of the contingent liabilities as set out below.
Management, hence is not able to take a v iew on the probability of devolvement. In absence of the probability of devolvement we have applied 50% probability of
devolvement on the below contingent liabilities.
INR million
Particulars Value o/s as at Probability Adjusted Tax Value post
31 March 2022 value tax
Employee Dues 57.5 50.0% 28.8 25.17% 21.5

Service tax claims 796.5 50.0% 398.3 0.00% 398.3
VAT 34.3 50.0% 17.1 25.17% 12.8
Total 432.6

63
Thank You

5.2 Valuation Opinion by PWC

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BVG India Limited

BVG India Limited • Report May 2022

6.2 DCF Method - Base Case Scenario 46

Background and Scope of Work

BVG India Limited • Report May 2022

BVG India Limited • Report May 2022

8 employees 60,000+ employees

1997 2022 2011-2014:

SWM 9.5% Projects 6.2% 2007-2008:

BV G India Limited • Report May 2022

Business Overview – Market Opportunity

I NR 45 billion I NR 135 billion

Source: Management information I NR 20 billion

Business Overview – IFM

Industrial & Consumer Transport Infrastructure Hospitals & Healthcare

Key Services Offered

Source: Management information

BVG India Limited • Report May 2022

Business Overview – IFM

BVG India Limited • Report May 2022

Business Overview –IFM Technology

BVG CRM CRM sy stem is been used

AI and Digital Functions

ODIGO Internal communication and staff tracking platform

VTS V ehicle tracking systems are deployed across all vehicles.

MailVault Email archival solution is used.

BVG India Limited • Report May 2022

Business Overview –IFM Technology

Em ail and security

Source: Management information

BVG India Limited • Report May 2022

Business Overview – ERS

Project highlights Scope of work Revenue breakup

Project involves provision of ambulances,

NHAI expected to come up with large

Emergency Police Response Services

Project highlights BVG’s achievements Revenue breakup

BVG India Limited • Report Source: Management information May 2022

Business Overview – ERS Technology

Emergency Response System Emergency Response System

Integrated Emergency Response Centre AV LT tracking System Interface

Integration of Medical Directives and Dashboard and Reports

Integrated Fire Dispatch Agent System (FDA)

Incident Single Record System

ERO Quality Assessment System

BVG India Limited • Report Source: Management information May 2022

Business Overview – ERS Technology

Emergency Response System Support Systems 3rd Party Integrated Applications

Fuel Filling Management System Computer Telephony System

Ambulance Preventive, Breakdown, Accident Maintenance Management

Ambulance Resource Statutory Compliance Management System Email Engine Interface

Ambulance Tyre Life Management System

Source: Management information

BVG India Limited • Report May 2022

Business Overview – SWM

Services Offered Key Clients

• Door to door garbage collection

• Secondary collection and disposal

• Land filling and scientific capping

Source: Management information

BVG India Limited • Report May 2022