333

Valuation

Report

REPORT ON EQUITY
VALUE ANALYSIS
Submitted By

CA RV BHAVIN HINGER
To,
Ampa Orthodontics Private Limited
1st Floor, Empire Plaza, B Wing,
Lal Bahadur Shastri Marg,
Vikhroli West, Mumbai 400 083

Sub: Fair valuation of equity shares of AMPA Orthodontics Private Limited (ToothSi)
for the purpose of proposed transaction

Dear Sir,

We refer to the discussions undertaken with the Management of AMPA Orthodontics Private
Limited (ToothSi) (‘the Client’), wherein the Management has requested CA RV BHAVIN
HINGER to carry out value analysis of the equity shares of AMPA Orthodontics Private
Limited (ToothSi) (‘AMPA Orthodontics Private Limited (ToothSi)’ or ‘the Company’) for the
purpose of evaluating the possibility of proposed transactions. Please find enclosed the report
including exhibits detailing our recommendation of value towards the equity share of the
Company, the methodologies employed, and the assumptions used in our analysis. The
nature and scope of the services, including the basis and limitations, are detailed in the
Engagement Agreement and / or this report. The contents of our Report have been reviewed
by the management, who have confirmed to us their factual accuracy.

For the purpose of our valuation, our Report does not take account of events or
circumstances arising after the valuation date and we have no responsibility to update the
Report for such events or circumstances.
We appreciate the opportunity to provide our services to AMPA Orthodontics Private Limited
(ToothSi). Please do not hesitate to contact us if you have any questions about this
engagement or if we may be of any further assistance.

Place: Surat For CA RV BHAVIN HINGER

Date: 31-Aug-2023

CA RV BHAVIN HINGER
Registered Valuer (SFA)
Reg. No. IBBI/RV/06/2019/12568
COP-ICAIRVO/06/RV-P00295/2019-2020
UDIN-

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Table of Content

COMPANY BACKGROUND, SCOPE AND PURPOSE OF THIS REPORT............................3

COMPANY BACKGROUND................................................................................................. 3

SCOPE AND PURPOSE...................................................................................................... 4

EXECUTIVE SUMMARY..........................................................................................................4

COMPANY AND FINANCIAL OVERVIEW...............................................................................5

COMPANY OVERVIEW........................................................................................................5

FINANCIAL OVERVIEW.......................................................................................................5

SOURCES OF INFORMATION................................................................................................7

PROCEDURE ADOPTED........................................................................................................ 8

OVERVIEW OF VALUATION APPROACHES.........................................................................9

VALUE ANALYSIS RECOMMENDATION..............................................................................14

LIMITING CONDITIONS.........................................................................................................17

ABBREVIATION..................................................................................................................... 21

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COMPANY BACKGROUND, SCOPE AND PURPOSE OF THIS
REPORT
COMPANY BACKGROUND

AMPA Orthodontists Pvt. Ltd. (ToothSi)

AMPA Orthodontics Private Limited (ToothSi) operates its business under brand name
ToothSi. ToothSi is a new age startup in the dental space providing smile correction services
at home. ToothSi utilizes revolutionary Clear Aligner technology to make teeth straightening
hassle-free and affordable. A desirous patient can have access to a superior quality,
transparent and convenient alternative to conventional braces treatment at home. Toothsi is a
well-funded and rapidly growing startup operating in Mumbai and Bengaluru and soon to
establish a PAN India presence

Further data of the company as under:

CIN U85310MH2017PTC294169
Company/ LLP Name AMPA ORTHODONTICS PRIVATE LIMITED
ROC Code ROC-Mumbai
Registration Number 294169
Company Category Company limited by Shares
Company Subcategory Private
Date of Incorporation 21/04/2017
Registered Address 1st Floor, Empire Plaza B Wing Lal Bahadur Shastri Marg,
Vikhroli West Mumbai Mumbai City MH 400083 IN
Email Id compliance@toothsi.in
Whether listed or not Unlisted
Date of Balance Sheet 31/03/2023

AMPA Orthodontics Private Limited (ToothSi) is in the process of issuing further securities
to prospective investors. For this purpose, the valuation report has been prepared to
determine the fair value of the equity shares.

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SCOPE AND PURPOSE

We have been informed by the Management of AMPA Orthodontics Private Limited

(hereinafter referred to as ‘the Management’) that is in the process of issuing further securities
to prospective investors of AMPA Orthodontics Private Limited.

The scope of our service is to conduct a valuation exercise to determine the fair value of
equity shares of AMPA Orthodontics Private Limited using internationally accepted valuation
methodologies as may be applicable to the subject case and report on the same in
accordance with generally accepted professional standards including ICAI Valuation
Standards, 2018 issued by the Institute of Chartered Accountants of India (ICAI).

This report is our deliverable for the said engagement and is subject to the scope,
assumptions, exclusions, limitations and disclaimers detailed hereinafter. As such, the report
is to be read in totality and in conjunction with the relevant documents referred to therein

EXECUTIVE SUMMARY
Purpose and Definition of Value
Amount
Particular (INR Mn)
Equity value of AMPA Orthodontics Pvt Ltd as at Valuation Date 15,931.52
No. of equity shares outstanding as at Valuation Date 94,46,944
Equity Value per share in INR as at Valuation Date – 31-Aug-23 1,686.42

⮚ We have carried out the value analysis of the equity shares of AMPA Orthodontics

Private Limited (ToothSi) using Discounted Cash Flow (DCF) Method.

⮚ A detailed discussion on the appropriateness of the use of valuation method has been

carried out in the section: Valuation Approaches.

⮚ The equity value of AMPA Orthodontics Private Limited is summarized in the above

table. Based on information and explanations given to us, we estimate the equity value
of AMPA to be ~INR 15,931.52 Mn and per share equity value works out to be ~INR
1,686.42 each.

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 ⮚ This report must be read in totality to understand the basis of our conclusion, the

assumptions used and other relevant aspects with respect to our valuation approach.

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COMPANY AND FINANCIAL OVERVIEW
COMPANY OVERVIEW

AMPA Orthodontists Pvt. Ltd. (ToothSi)

AMPA Orthodontics Private Limited (ToothSi) operates its business under brand name
ToothSi. ToothSi is a new age startup in the dental space providing smile correction services
at home. ToothSi utilizes revolutionary Clear Aligner technology to make teeth straightening
hassle-free and affordable. A desirous patient can have access to a superior quality,
transparent and convenient alternative to conventional braces treatment at home. Toothsi is a
well-funded and rapidly growing startup operating in Mumbai and Bengaluru and soon to
establish a PAN India presence

FINANCIAL OVERVIEW

Snapshot of the Audited financial statements for the financial year ended 31 March 2022 and
Unaudited financial statements for the year ended 31 March 2023 of AMPA Orthodontics
Private Limited (ToothSi) are set out below:

Profit and Loss Statement for the period ended INR Million

31-03-2022
Particulars 31-03-2023 (Unaudited)
(Audited)
Revenue

Revenue from operations 1,958.31 779.20

Total revenue 1,958.31 779.20
Expenses
Cost of material consumed 469.85 181.10
Changes in inventories of stock-in-
0.00 -17.90
trade
Employee benefit expenses 735.51 720.60
Other operating expenses 2,437.25 1,617.90
EBITDA -1,684.30 -1,722.50
Depreciation and amortisation 0.00 103.00
EBIT -1,684.30 -1,825.50
Finance costs 0.00 22.50
Other income 0.00 6.70
LBT -1,684.30 -1,841.30
Tax expense 0.00 0.00

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 LAT -1,684.30 -1,841.30
Balance Sheet as at INR Million

Particulars 31-03-2023 (Unaudited) 31-03-2022 (Audited)

Equity and Liabilities
Shareholder's Funds
Share Capital 85.91 71.60
Reserves and Surplus 1,454.97 250.80
Non- current Liabilities
Borrowings 64.81 313.00
Long Term Provisions 9.91 7.40
Current Liabilities
Short-Term Borrowings 244.44 237.00
Trade payables 301.70 221.30
Other Current Liabilities 798.48 524.30
Short-Term Provisions 24.30 30.30
Total equity and liabilities 2,984.52 1,655.70
Assets
Non-current Assets
Property, Plant and equipment 746.84 661.40
Capital work in progress 0.72
Intangible assets 16.49 21.40
Non-Current Investments 522.83
Long term Loans and Advances 95.07 0.90
Other non-current assets 77.58 73.50
Current Assets
Inventories 48.54 57.90
Trade Receivables 27.79 16.80
Cash and Bank Balances 888.98 544.40
Short-term loans and advances 221.13 85.60
Other Current Assets 338.55 193.70
Total Assets 2,984.52 1,655.70

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SOURCES OF INFORMATION
In connection with preparation of this report, we have used and relied on the following
sources of information:

A. Company specific information:

AMPA Orthodontics Private Limited related information provided by the Management

which includes,

• Audited financial statements for the year ended 31 March 2022

• Unaudited financial statements for the year ended 31 March 2023

• Financial projections of the Company from FY24 to FY30 which represents

Management’s best estimate of the future financial performance of the Company
(‘Management Projections’);

• Discussions and correspondence with the Management of AMPA Orthodontics Private

Limited in connection with the business operations of the Company, proposed future
business plans and prospects, etc.

B. Industry and economy information:

• Information available in public domain and databases

• Such other information and documents as provided by the Management of AMPA

Orthodontics Private Limited for the purposes of this engagement.

Besides the above listing, there may be other information provided by the Management of
AMPA Orthodontics Private Limited, which may not have been perused by us in detail, if
not considered relevant for our defined scope.

We have also obtained such other explanations and information considered reasonably
necessary for our exercise, from the Management of AMPA Orthodontics Private Limited.

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PROCEDURE ADOPTED
Procedures used in our analysis included such substantive steps as we considered necessary
under the circumstances, including, but not necessarily limited to the following:
 Discussion with the Management to:
- Understand the business and the fundamental factors that affect its earning
generating capability including strength, weakness, opportunity and threat analysis
and historical financial performance;
- Enquire about the business plans and future performance estimates.
 Analysis of information shared by the Management.
 Reviewed the audited financial statements for the year ended 31 March 2022 and
Unaudited financial statements for the year ended 31 March 2023 of AMPA
Orthodontics Private Limited;
 Reviewed the cash flow projections provided by the Management of AMPA
Orthodontics Private Limited including understanding basis of preparation and the
underlying assumptions;
 Selection of appropriate internationally accepted valuation methodology after
deliberations and consideration to the sector in which the Company operates; and
 Arrived at fair value of equity shares of the Company using the method considered
appropriate.

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OVERVIEW OF VALUATION APPROACHES
Basis and Premise of Valuation

Valuation of the equity shares of AMPA Orthodontics Private Limited as at the Valuation Date
is carried out in accordance with ICAI Valuation Standards (“ICAI VS”), considering ‘Fair
Value’ base and ‘going concern value’ premise. Any change in the valuation base, or the
valuation premise could have a significant impact on the valuation outcome of the Company.

Basis of Valuation

It means the indication of the type of value being used in an engagement. Fair Value as per
ICAI VS is defined as under: “Fair value is the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market participants at the
Valuation Date.”

Premise of Value

Premise of Value refers to the conditions and circumstances how an asset is deployed.
Valuation of the Company is carried out on a Going Concern Value premise which is defined
under ICAI VS as under:

“Going concern value is the value of a business enterprise that is expected to continue to
operate in the future. The intangible elements of going concern value result from factors such
as having a trained work force, an operational plant, the necessary licenses, systems, and
procedures in place, etc.” It is pertinent to note that the valuation of any business/company or
its assets is inherently imprecise and is subject to various uncertainties and contingencies, all
of which are difficult to predict and are beyond our control. In performing our analysis, we
made numerous assumptions considering inter-alia dependency and financial assistance from
existing shareholders and general business and economic conditions, many of which are
beyond the control of the company. In addition, this valuation will fluctuate with changes in
prevailing market conditions, and prospects, financial and otherwise, of the business, and
other factors which generally influence the valuation of the company, its business and assets.
The application of any particular method of valuation depends on the purpose for which the
valuation is done. Although, different values may exist for different purpose, it cannot be too
strongly emphasized that a valuer can only arrive at one value for one purpose. Our choice of

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methodology of valuation has been arrived at using usual and conventional methodologies
adopted for transactions of similar nature and our reasonable judgment, in an independent
and bona fide manner based on our previous experience of assignments of a similar nature.

The following are commonly used and accepted methods for determining the value of equity
shares of a company:

1. Asset Approach – Net Asset Value method

2. Market Approach:

a) Market Price method

b) Comparable Companies Market Multiple method

3. Income Approach – Discounted Cash Flow method

As discussed, and agreed with the Management, we have carried out the value analysis of
equity shares using the Discounted Cash Flows (DCF) method, which is a commonly used
method for valuing such companies.

1. Asset Approach - Net Asset Value Method (‘NAV’)

The asset-based value analysis technique is based on the value of the underlying net
assets of the business, either on a book value basis, realizable value basis or
replacement cost basis. This value analysis approach is mainly used in case where the
firm is to be liquidated i.e., it does not meet the "going concern" criteria or in case
where the assets base dominates earnings capability. It is also used where the main
strength of the business is its asset backing rather than its capacity or potential to earn
profits. AMPA Orthodontics Private Limited presently operates as a going concern and
would continue to do so for the foreseeable future and NAV does not value the future
profit generating ability of the business, we have therefore not used this method to
arrive at the equity value of AMPA Orthodontics Private Limited.

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 2. Market Approach

2a. Market Price Method

The market price of an equity shares as quoted on a stock exchange is normally

considered as the value of the equity shares of that company where such quotations
are arising from the shares being regularly and freely traded in, subject to the element
of speculative support that may be inbuilt in the value of the shares. But there could be
situations where the value of the share as quoted on the stock market would not be
regarded as a proper index of the fair value of the share especially where the market
values are fluctuating in a volatile capital market.

The equity shares of AMPA Orthodontics Private Limited are not listed on any stock
exchange, we have therefore not used this method to arrive at the equity value of the
Company.

2b. Comparable Companies’ Multiple (‘CCM’)/ Comparable Transactions’ Multiple

(‘CTM’) Method

Under CCM, the value of shares / business of a company is determined based on

market multiples of publicly traded comparable companies. This valuation is based on
the principle that market valuations, taking place between informed buyers and
informed sellers, incorporate all factors relevant to valuation. CCM applies multiples
derived from similar or ‘comparable’ publicly traded companies to a company's
operating metrics. Although no two companies are entirely alike, the companies
selected as comparable companies should be engaged in the same or a similar line
of business as the subject company. The appropriate multiple is generally based on
the performance of listed companies with similar business models and size.

Based on our discussion with the Management, we understand that there are no
recent comparable listed companies which are operating in similar line of business
and having similar operating/ financial metrics as that of AMPA Orthodontics Private
Limited, we have therefore not used CCM method.

Under CTM, the value of shares/ business of a company is determined based on

market multiples of publicly disclosed transactions in the similar space as that of the
subject company. Multiples are generally based on data from recent transactions in a

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 comparable sector, but with appropriate adjustment after consideration has been
given to the specific characteristics of the business being valued. Based on our
discussion with the Management we understand that there are no recent comparable
transactions involving companies of similar nature and having a similar operating/
financial metrics as that of AMPA Orthodontics Private Limited, we have therefore not
used CTM method.

3. Income Approach- Discounted Cash Flows (‘DCF’) Method

DCF method values a business based upon the available cash flow a prudent investor
would expect the subject business to generate over a given period of time. This
method is used to determine the present value of a business on a going concern
assumption and recognizes the time value of money by discounting the free cash flows
for the explicit forecast period and the perpetuity value at an appropriate discount
factor. Free cash flows are the cash flows expected to be generated by the company
that are available to equity shareholders of the company. The terminal value
represents the total value of the available cash flow for all periods subsequent to the
forecast period. The terminal value of the business at the end of the forecast period is
estimated and discounted to its equivalent present value and added to the present
value of the explicit forecast period cash flow to estimate the value of the business.

The projected free cash flows to equity shareholders over the explicit forecast period
and terminal value are discounted using the Cost of equity (‘COE’). The sum of the
discounted value of such free cash flows to equity is the value of the business
attributable to equity shareholders.

Using the DCF analysis involves determining the following:

Estimating future cash flows:

Free cash flows are the cash flows expected to be generated by the company that are
available to equity shareholders of the company.

Appropriate discount rate to be applied to cash flows i.e. the cost of equity

This discount rate, which is applied to the free cash flows, should reflect the
opportunity cost to equity shareholders. The opportunity cost of equity capital providers

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 equals the rate of return the capital provider expects to earn on other investments of
equivalent risk.

To arrive at the total value attributable to the equity shareholders of the business, value
arrived through DCF method for the company is adjusted for the value of loans, excess
cash inflow on exercise of options, non-operating assets / liabilities (e.g. fair value of
investments, any contingent liabilities, etc.). The total value for equity shareholders is
then divided by the total number of equity shares to arrive at the value per share of the
business.

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VALUE ANALYSIS RECOMMENDATION
Valuation Working - Discounted Cash Flows (‘DCF’) Method
The value analysis of AMPA Orthodontics Private Limited as at the Valuation Date has been
carried out on a going concern basis. In our fair value analysis, we have used DCF method
based on the cash flow projections provided to us by the Management (‘Management
Projections’) and have relied on the audited financial statements for the year ended 31
March 2022 & Unaudited Financial Statements as of 31 March 2023. Income Projections and
Cashflow statements are given by Management which we were told are based on forecast
submitted by AMPA Orthodontics Private Limited

The Free Cash Flows to Equity (‘FCFE’) method has been used to determine the equity value
of the Company. The FCFE method involves an estimation of post-tax-free cash flows over
the forecast period after consideration of the entity’s requirements for reinvestment in terms of
capital expenditure, incremental working capital as well as project specific needs and interest
and loan repayment to providers of debt. The free cash flows represent the cash available for
distribution to the equity shareholders of the business.

The free cash flows to equity shareholders are discounted by cost of equity. The cost of
equity represents the returns required by the investors of equity for their relative funding in the
entity. The returns expected would depend on the perceived level of risk associated with the
business of the Company and the industry in which the company operates.

We have relied on the Management Projections for the period from FY24 to FY30, as
prepared and provided to us by the Management. We did not carry out any validation
procedures or due diligence with respect to the information provided / extracted or carry out
any verification of the assets or comment on the achievability of the assumptions underlying
the Management Projections, save for satisfying ourselves to the extent possible that they are
consistent with other information provided to us during the course of this engagement.

We would like to emphasize that we have considered the Audited Financial Statements of
AMPA Orthodontics Private Limited as at 31 March 2022, unaudited financial statements
provided by the management as at 31 March 2023 and projections for rest of FY 2023-24 till
FY 2029-30 for the purpose of our value analysis. The Management has represented that

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they do not expect significant changes in the net asset position between 31 March 2023 and
the Valuation Date.

The projected free cash flows based on these financial projections are:

INR Million

Particulars FY 24 FY 25 FY 26 FY 27 FY 28 FY 29 FY 30

PAT -470.54 -333.79 30.66 290.03 728.41 1,924.55 2,987.29

Depreciation 106.85 127.45 150.13 185.62 228.50 287.42 344.19

Capex -144.61 -169.29 -194.06 -231.75 -276.93 -338.27 -397.59
Non-Current Assets -9.06 -9.52 -9.99 -10.49 -11.02 -11.57 -12.15
Net Debt (Short term+ Long term) -118.00 -283.00 -286.00 0.00 0.00 0.00 0.00
Non-Current Liabilities 1.09 1.20 1.32 1.45 1.60 1.76 1.93
Incremental Working Capital 8.42 197.62 238.46 299.68 363.23 434.27 261.60
Equity Infusion 1,249.00 0.00 0.00 0.00 0.00 0.00 0.00
Free Cash Flow to Equity (FCFE) 623.14 -469.33 -69.49 534.54 1,033.78 2,298.15 3,185.28

Terminal cash flow (Terminal value)

The terminal value refers to the present value of the business as a going concern beyond the
period of projections up to infinity. This value is estimated taking into account expected
growth rates of the business in future, sustainable capital investments required for the
business as well as the estimated growth rate of the industry and economy. The cash flow of
FY 30 has been used as the base to determine the terminal value and suitable adjustments
have been made to the same based on discussion with the management.

Based on dynamics of the sector and discussions with the Management, we have assumed a
long-term growth rate of 6.50% to calculate the terminal value. The terminal value after
discounting has been estimated at INR 13,858 Millions.

Discount factor

The discount factor considered for arriving at the present value of the FCFE is the cost of
equity. The cost of equity using the CAPM is estimated at 15.81% after giving appropriate
allowances for company specific risks.

Given that cash flows are estimated to accrue evenly over the year, we have used the mid-

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period discounting convention to discount the cash flows.

INR million
Particulars FY 24 FY 25 FY 26 FY 27 FY 28 FY 29 FY 30 Total

Free Cash Flow to Equity (FCFE) 623.14 -469.33 -69.49 534.54 1,033.78 2,298.15 3,185.28
Discounting factor 0.92 0.79 0.68 0.59 0.51 0.44 0.38
Discounted Cash Flow 572.11 -372.06 -47.56 315.93 527.57 1,012.67 1,211.92 3,220.58
Terminal Value 13,857.66
Present value of FCFE 17,078.24
PV of Equity infused 1,146.72
Adjusted Equity 15,931.52
No. of outstanding shares-FDB 94,46,944
Per Equity value of Equity 1,686.42

Valuation Conclusion Based on the considerations, information and explanations given to us

and subject to scope, limitations, assumptions specified below, we estimate the equity value
of AMPA Orthodontics Private Limited as at Valuation Date to be ~INR 15,931.52 Millions and
per equity share value to be ~INR 1,686 each basis outstanding shares.

It is given to understand by the Management that

 Taxes shall be @ ~25%
 Dividend is assumed to be zero
 The cost of equity (rE) has been computed using the Capital Asset Pricing Model
(‘CAPM’) formula, which works out to 15.81%

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LIMITING CONDITIONS
Provision of valuation opinions and consideration of the issues described herein are areas of
our regular practice. The services do not represent accounting, assurance, accounting/ tax
due diligence, consulting or tax related services that may otherwise be provided by us.

This report, its contents and the results herein are specific and subject to:

i. The purpose of valuation agreed as per the terms of this engagement

ii. The date of this report

iii. Are based on the audited financial statements for the year ended 31 March 2022 of
AMPA Orthodontics Private Limited

iv. Realization of cash flow projections as provided by the Management and

v. Data detailed in the section - Sources of Information.

A value analysis of this nature is necessarily based on the prevailing stock market, financial,
economic and other conditions in general and industry trends in particular. It is based on
information made available to us as of the Valuation Date, events occurring after that date
hereof may affect this report and the assumptions used in preparing it, and we do not
assume any obligation to update, revise or reaffirm this report.

The ultimate analysis will have to be tempered by the exercise of judicious discretion by the
valuer and judgment taking into account the relevant factors. There will always be several
factors e.g. Management capability, present and prospective yield on comparable securities,
market sentiment etc., which are not evident on the face of the financial statements, but
which will strongly influence the worth of the security of the Company.

The recommendation(s) rendered in this report only represent our recommendation(s) based
upon information furnished by the Management till the Valuation Date, and other sources,
and the said recommendation(s) shall be considered to be in the nature of non-binding
advice, (our recommendation(s) should not be used for advising anybody to take buy or sell
decision, for which specific opinion needs to be taken from expert advisors).

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The determination of fair value is not a precise science and the conclusions arrived at in
many cases, will, of necessity, be subjective and dependent on the exercise of individual
judgment. There is, therefore, no indisputable single fair value. While we have provided our
recommendation(s) of fair value of equity share based on the information available to us and
within the scope and constraints of our engagement, others may have a different opinion.
The final responsibility for decision on the value at which the proposed issue and proposed
transfer of equity shares shall take place will be with the Management.

In the course of our analysis, we were provided with both written and verbal information,
including market, technical, financial and operating data by the Management.

In accordance with the terms of our engagement, we have assumed and relied upon, without
independent verification of,

i. The accuracy of information made available to us by the management which formed a

substantial basis for this report and

ii. The accuracy of the information that was publicly available.

We have not carried out a due diligence or audit or review of the Company for the purpose of
this engagement, nor have we independently investigated or otherwise verified the data
provided.

We are not legal or regulatory advisors with respect to legal and regulatory matters for the
transaction. We do not express any form of assurance that the financial information or other
information as prepared and provided by the Company is accurate. Also, with respect to
explanations and information sought from the Management, we have been given to
understand that they have not omitted any relevant and material factors and that they have
checked the relevance or materiality of any specific information to the present exercise with
us in case of any doubt. Accordingly, we do not express any opinion or offer any form of
assurance regarding its accuracy and completeness.

Our conclusions are based on these assumptions and information given by / on behalf of the
Management. The Management has indicated to us that they have understood that any
omissions, inaccuracies or misstatements may materially affect our analysis / results.
Accordingly, we assume no responsibility for any errors in the information furnished by the
Management and their impact on the report. Also, we assume no responsibility for technical

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information (if any) furnished by the Management. However, nothing has come to our
attention to indicate that the information provided was materially misstated / incorrect or would
not afford reasonable grounds upon which to base the report. We do not imply and it should
not be construed that we have verified any of the information provided to us, or that our
inquiries could have verified any matter, which a more extensive examination might disclose.

The report assumes that the Company complies fully with relevant laws and regulations
applicable in all its areas of operations and that the Company will be managed in a competent
and responsible manner. Further, except as specifically stated to the contrary; this report has
given no consideration on to matters of a legal nature, including issues of legal title and
compliance with local laws and litigation and other contingent liabilities that are not
represented to us by the Management.

This report does not look into the business/ commercial reasons behind the transaction nor
the likely benefits arising out of the same. Similarly, the report does not address the relative
merits of the transaction as compared with any other alternative business transaction, or other
alternatives, or whether or not such alternatives could be achieved or are available. This
report is restricted to estimation of fair value of equity share proposed to be issued by the
Company and transferred by the shareholder only.

We would like to emphasize that we have considered the Audited Financial Statements of
AMPA Orthodontics Private Limited as at 31 March 2022, unaudited financial statements
provided by the management as at 31 March 2023 and projections for rest of FY 2023-24 till
FY 2029-30 for the purpose of our value analysis. The Management has represented that
they do not expect significant changes in the net asset position between 31 March 2023 and
the Valuation Date.

We must emphasize that realization of forecasted free cash flow considered in our analysis
will be dependent on the continuing validity of assumptions on which they are based. Our
analysis therefore, will not, and cannot be directed to providing any assurance about the
achievability of the final projections. Since the financial forecasts relate to the future, actual
results are likely to be different from the projected results because events and circumstances
do not occur as expected, and the differences could be material. To the extent that our
conclusions are based on the forecasts, we express no opinion on achievability of those

Equity shares valuation of AMPA Orthodontics Private Limited (ToothSi) Page 20 of 21

forecasts. The fact that we have considered the projections in this valuation exercise should
not be construed or taken as our being associated with or a party to such projections.

The fee for the Engagement is not contingent upon the results reported.

We do not accept any liability to any third party in relation to the issue of this report. It is
understood that this analysis does not represent a fairness opinion. In no circumstance shall
the liability of CA RV BHAVIN HINGER exceed the amount of fees as agreed with the
Management or in our Engagement Letter.

This value analysis report is subject to the laws of India.

Neither the value analysis report nor its contents may be referred to or quoted in any
registration statement, prospectus, offering memorandum, annual report, loan agreement or
other agreement or document given to third parties, other than in connection with the purpose
of ascertaining the fair value of equity shares for the Proposed Transaction and filing with the
relevant authorities in this regard, without our prior written consent.

Unless specifically otherwise agreed with Client in writing, CA RV BHAVIN HINGER

responsibility for performance of the Services is to Client and Client alone. Should any
Deliverable be disclosed, or otherwise made available, by or through Client (or at Client’s
request) to a third party (including but not limited to permitted disclosures to third parties,
Client agrees to indemnify and hold CA RV BHAVIN HINGER harmless against all claims by
third parties, and resulting liabilities, losses, damages, costs and expenses (including
reasonable external and internal legal costs) arising out of such disclosure.

Equity shares valuation of AMPA Orthodontics Private Limited (ToothSi) Page 21 of 21

ABBREVIATION
Abbreviation Description

ICAI Institute of Chartered Accountants of India

FEMA Foreign Exchange Management

DCF Discounted Cash Flow

NAV Net Asset Value

CCM Comparable Companies Multiple

CTM Comparable Transaction Multiple

DCF Discounted Cash Flows

COE Cost of Equity

FCFE Free Cash Flows to Equity

FY Fiscal Year

USD United States Dollar

CAPM Capital Asset Pricing Model

EV Enterprise Value

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