ANIL RUSTGI 524, Tower 6, HEWO I, Sector 56, Gurgaon -122011 Registered Valuer For Financia! Assets Mobile No: +91 -9873933343 Regn, Nos IBBI/RV/05/2019/12919 Email: gril rustgi®yahoo.coin Octaber 04, 2021 Ref: Wolkus/Valuation/21-22 Board of Directors. ‘Wolkus Technology Solutions Private Limited 680, Ist Floor, 13th Cross, 27th Main, 23rd Cross, 27¢h Main HSR Layout, Sector = 1, Bengsluru- 560102 Dest Sirs, Subject: Repart on Evaluation of Fair Value af Equity Shares and Pre-Series A Compulsorily Convertible Preference Sharex [“Pre-Series A CCPS") of Walkus Technology Solutions Private Limited, 1 Purpose F Abi! Rustgl. Registered Voluor Cin respect of Securities or Financial Assets) under the Companies Act, 2013 and having registration 1, IBBI/RV/05/2019/12313 (hereinafter referred to as "Valuer" or ‘we" or "I" or us") have been engaged via a formal engagement latter dated Octaber 01, 2021 by Wallkus Techavlogy Solutions Private Limited (CIN: U72400002018PTC100164), a company incorporated under the provisions of the Companies Act, 2023 and having its registered office at 680, Ist Flour, 13th Cross, 27h Main, 23rd Cross, 27th Main, HS Layout. Sector ~ 1, Bengaluru- $60102 (hereinafter referred to as ‘Wollcas" or “the Company") for valuation of its Equity Shares and Pre-Series A Compulsorily Convertible Preference Shares (Pre-Series A CCS’). [have beea informed by the manayement of tho Company that the valuation Is required for the purpose of compliance of Seclioa 62(2){c}, Section 42 and other relevant pravisions of the Companies Act, 2013 wrt proposed allotment of Equity Shares Pre-Series A CCPS to identified Investors, resident investors as well as non-resident investors. (‘Proposed Investors") ‘The scupe of our services 1s to conduct the valuativy of Equity Shares and PresSertes A COPS and determine the foie value af Equity Shares and Pro-Series A CCPS ia wecurdance with Internationally accepted valvation standards/ather applicable valuation standards for the limited purpase of eorapliance ‘under the Companies Act, 2013 and may not he used fur any other purpose Based on the discussion with the management, wo have considered the valustion cute nff date as clasure of business hours of September 15, 2021. (Valuation Date" or “Valuation Cut-off Date") I Disclosure regarding identity ofthe Valuer and Canflict of Interest: |. Anil Rusty, having office at 524, Tower 6, HEWO | Sector 56, Gurugram -122011. am a Registered Valuer in respect of Securities o¢ Financial Assets, duly registered with the Insulveney and Bankruptcy Board of India (LBB) vice Registration No. IBBI/RY/05/2019/12313, ; 1 do not have any conflict of interest in the present valuation exorcise 2s { do not hold any share or other pecuniary iatezest in the Company under the valuation except fee or any ather payment received/t0 be received tor carrying cue any prafessional sor vices, [Fan Lam not associated with the manayement of the Company, thelr pramaters ne any ather group vompany in any way other than In professional capacity, if Page 1 of 8ANIL RUSTGI 524, Tower 6, HEWO I, Sector 56, Gurgaon -122011 Registered Valuer For Financial Assets Mobile No: +91-9873333343, Regn. No: TBBI/RV/05/2019/12313 Email: anil_rustqi@yahoa coin ‘any. Accordingly, there is no confller of interest among the Valuer and the Company under the valuation exercise Prior to accepting this engagement, [have cousideted my independence. | will receive a fee for our services in connection with the delivery oF this Valuation Report and our fee is not contingent upon the result af proposed transaction, Mackground information about Wolkus Technology Solutions Private Limited Wolkus Technology Solutions Private Limited (CIN; U72500UP2018°7C100161) is a private limites colnpany ineorporated on Jarwary 12, 2078 under the provisions af the Companies Act, 2018. Wolkus is an information technology company, Its product ["Fasal”, htip://fasal.co/] Is an Al-powered lo platform {or Agriculture ecosystem that records a variety of growing conditions on Ube Latta. I ren uses artificial Intelligence and data science to make on-Tarm prediccians, before delivering the Insights that matter Into Customer's hand. WV, Sources of Information: For the purpose of ariviny atthe Valuation, we have essentially relied on the information provided to us by the Management af Wolkus waich we believe to be relinbie and our conclusions are dependent on sush information being complete ond aecurate in all matertal respect. In particular, we were provided with the following information by the eranagement of Wolkus for the purpose of ar value analysis: + Management cevtfted financial projections of Wolkus fur 6. months period ending on March 31, 2022 and financial years ending un March 31, 2023 ta March 31, 2026, Management wertified projected capital expenditure and working capital requirements of Wolkus for 65 months period ending on Maret 31, 2022 and financial years ending on March 34, 2023 to March 31, 2026. Brief write up abaux Wolkus. ‘+ Shareholding Pattern of Wolkus asa valuation date ‘+ Masayement certified pravisional financiais of Wolkus far 5.5 months period ended September 15,2021. + Manayemeat certified provisional financials of Wolkys for che financial year ended March 31, 2021. ‘+ Audited financial starements of Wolkus forthe financial years ened March 31, 2020 and March 31,2018, = MoA, Ava and Certificate of tacarparation of walkus, J addition to the above, we have also obtained explanations and other inforination as considered nevessary by us fer our exercise from the management of Wolk Page 2 of BANIL RUST6I 524, Tawer 6, HEWO I, Sector 56, Gurgaon -122011 Registered Valuer For Financial Assets Mobile No: +91-9873333343 Regn. No: ZBBI/RV/05/2019/12313, Emeil: anil_rustgi@yahoo.co in For the purpose of our value analysis, we have used the felowing information that is avatlable in public oman: ‘= For the purpose of determining Risk free rate, average yield on 10 years Government of india Securities (10 Year GS) has been considered. (Source: RBI Monthly Bulletine September, 2021). + For ca‘eutation of Marker Heturn, we have considered the Compouncled Annual Growth Rate (CAGR) of BSE Sonsex for the period starting from January 02, 1991 to September 15, 2021 Source: BSE Website) + Beta of Wolkus has been assumed to be 1 (similar to the Market/Index}, since there are no camparaiie listed companies in India, ¥, Procedure adopted and valuation methad(s) followed for the assignment: 1m connection with this exercise, we have adapted following approaehes to carry aut the valuation: Requested and received financial and otter information © Considered relevant data available in public domain. + Discussed (over cally with management to undorssand the business of the Company, its historical financials wed its future business plans. ‘+ Selection of valuation methodalogies as considered appropriate by us for the present exercise, V1. Approach Considered in our Value Analysis: General Principle for Valuation There is no single dafisition of the wert ‘Value' that is cultable for all purposes or at all times. The value of 1 particulat asset may vary according to different valuation methodologies that are adopted to aseertain the value for a specie purpase. Valuation of securities is an inexact science. It may sometimes involve a set of judgments and assumptions that may he subject lo ce:tain uncersainties Selection of Valuation Methodalugy “The ohjective of the valuation process is to make a best reasonable judgment of the value of the shares/division af the Company. There are a number of valuation methodologies to value companies / businesses using historical and forecast financials of the company. Commonly used valuation ‘methodologies are as follows: 4 Net Asset Value (NAV) Method “The assets- besed valuation technique is based on the value of the underlying net assets of the business, either on book value basis or realizable value basis or va replacement cost basis. The net asset value Igures the future returns the asset can produce ahd is calculated using historical accounting data. Tals valuation approach is mainly used in the ease where the ousiass is to be liquidated ie it does not meet the going concern criteria wz in caso where the assets hase dominates earnings capability. Welkus 1s @ _growiig startup company and its substantial value fis In the future earnings. Therefore, iw the present rage, we have nol used NAV Method for the valuation 4 Discounted Cash Flow (DCF) Method Under DCF Method, the projected free cash flaws of the Comparty/ business are discounted ata discount rate which reflects percelved riskiness of the projected cash flows ia order to arrive at their present value, Then, the terminal value of the Company? husiness is calculated based on the tree cash law of the lost year of the forecast periud, which is based on the future long- term growts of the revenues. This Page 3 of @ANIL RUSTGI ' 524. Tower 6, HEWO I, Sector 56, Gurgaon -122011 Registered Valuer For Financial Assets Mobile No: +91-9873333343 Regn. No: IOBI/RV/O5/2019/12313_—_| Email: oni! rustgi@yshoo.coin terminal vatue Is than discounted Lo get the present terminal value, The present value of free cash ows for the projected period and present value of terminal value is added to arvive at the enterprise value ‘Thereafter, adjustment for non-operating assets/liabilities, surplus Cash and Cast Equivalents 1s made to _arrwve af the fait value of the Campany business Being s growing start-up company, value of Wolkus lies in fulure earnings and future positive cash igoneration capacities. Therefore, ia the prosent case, we have considered the DCF methed for the valuation 4 Market Price Method “The market price of an equity share quoted on a stock exchange is normally considered as the value of an ‘equity share of the Company. if such shares are Jrequently traded. Equity Shares of Wolkus ace not traded ‘on any stock exchanges atid therefore, Market Price Method is not relevant for the present valuation exercise. Henee, we have nat considered this method for the valuation + Comparable Company Multiples (CCM) Method Under COM Metiod, value of equity shares af a company/business undertaking is arrived at using inuliiple derived trom valuation of comparable companies as manifest hroagh stock exchange valuatios of listed compatties. This valuation (s hased on the principle that market valuations, taking plave between informed buyers and informed sellers, incor porate all factors relevant to Ube valuation, Relevant multiples need to be chosen carefully and adjusted fur difference between the circumstances. Wolkus is a growing start-up company. Based an its business projections, itis expected to clack high ‘growth ia its business gperatlons in nat fevr years, though its expected to incur losses in next fow years, typleal for stert-ups, We have not fousd any listed peers which can be compared with Wolkus considering its business madel. Therefore, this method is not suitable in the present ease and accordingly ‘we have not cansidered this method for our valuation exercise, VIL Basis for arriving at Fair Value: Based on the discussions in the preceding pavagraphs wrt valualiun methodologies, we have considered DCP Method for the evaluation of Kiquity Shares of Wolkus considering fas most appropriate method in the present case aid assigned 100% weigatage to this approach. With respect to Pre-Series A CCPS propused ¢0 be issued to the prospective investors, we have been Intarmed hy the manaxeinent of the Company that, Pre-Serws A CCPS will be compuisarily converted into the Equity Shares in the ratia of 1:1. Considering the conversion rate as provided by the management, value of one Pre-Serics A CCPS will be equivalent to valuc of one Equity Shore af the Company. Therefore, for the purpose of avtiving at fale value of Pro-Sevles A CCPS, we have used tle conversion rstio of 1 relation Le fair value of Equity Shares of the Company, VII. Valuation Conclusion: We have furmied an opinfon on the Pair Value of Bquity Shares and Pre-Series & CCAS of Wolkus, based on the information provided by the Management of Wolkus. We ure of the opinion that as on Valuation Date, the Fair Value of one Equity Share (having face value of Rs, 10 each) ax well as one Pre-Series A CCPS (having face value of Rs. 10 each) uf Wolkus is Rs. 40,094.00 (Rupees Forty Thousand & Ninety-Four only). “The working sheet for arriving the valuation using DCF Method is enclosed as Annexure A, Page 4 of 8ANIL RUSTGI 524, Tower 6, HEWO I, Sector 56, Gurgaon -122011 Registered Valuer For Financial Assets Mobile No: +91-9873333343, “Regn. No: Z8BI/RW/05/2019/12313 Email: aril_rastgi@yohoo.coin “The valuation 3 subject to the information as made available to us by the management of Wolkus, and no specific audit has been carried on the same 1X. Caveats, Limitations and Disclaimers on the Valuation of Equity Shares and Pre-Sertes A GcPS of walkus: a, Restriction on use of Valuation Report ‘This document has bees prepared for the perposes stated herein and shauld not he relied upon for any’ other purpose. Our client is the only authorizes user of this report and is restricted for the purpose indiented in the engagement letter. This restriction does not preclude the client from providing a copy of the repart to third-party advisors whose review would be consistent with the intended wse and the Regulations. We da not take any responsibility for the unauthorized use ofthis report b. Responsibility of the Valuer We owe responsibility to only to the client that has appointed us under the terms of the engegement letter. We will nat be lable for any losses, claims, damayes or abilities arising ont af the actions taken. ‘omissions or advice given by any other person, In no event shall we be liable for any loss, damages, ost fr expenses arising, in any way from feaudulent acts, misrepresentations ar wilful defauit on part of the clieat or companies, their directors, emplayees or agents Accuracy af {nformation White our work has involved an analysis of financial information {historical as well as projected) and accounting, records. our engagement does uot include an suit in accordance with generally accepted auditing standards of the cliont existing business records, Accordingly, we express nu audit opinion ar any other form of assurance on this information, 4. Achievability of he forecast results We de not provide assurance on the achievabilily ofthe results forecast hy the management as events and civcumstances do not occur as expected: differences between actval and expected results may be material. We express no opinion as co haw closely the acteal cesulls will correspond to those: projectedsforecast as the achievement of the forecast results is dependent on actions, plans and assumptions of management. fe. Post Valuation Date Events ‘The user to which this valuation is addressed should read the basis upon which the valuation has been done and be aware of the potential for later varations in value due to factors that are unforeseen at the valuation date. Due ta possible changes in market forces and circumstances, this valuation report can only bbe regarded as zelevant as at the valuation date. f Range of Value Estimate ‘The valuation of the Company is made based on the available facts and circumstances end the conclusions arived at in many cases will be subjective and dependent oa the exercise of indiviual judgment, ‘Although every scientific method! has been employed sn systematically arriving at the value, there is no indisputable single value and the estimate af he value is normally expressed as falling within a Ueely range. Ta comply with the client request, we have provided a single value which we consider 10 be both reasonable and defensihie hased un the information available, others may place efferent value. Page 5 of 8ANIL RUSTGI Rega. & Rellance on the representations ofthe clients, their management and other third parties ‘Though Inforrsation provided! and assumptions used! by management/atkers in developing projections ave been appropriately reviewed, enquiries made regarding basis of Kcy assumptions but the Company and its management/representatives warranted to us that the infarmation they supplied was complete, ‘accurate ad trae and correct to the best of their knowledge. We have relied upon the representations of the clients their management ané other third parties concerning the financial data, we shall wt be lable for any loss, damages, cast or expanses arising from fraudulent acts, misrepresentations, oF willful delault ‘on part of the Company, thelr directors, employes or agents. h. No procedure perfarmed to corrahorate information taken from reliable external We have relicd on data from external sources also to concluile the valuation. These sources are believed to be reliable and therefore, we assume no liability for the truth or accuracy of any data, eplalons or cectimates furnishod by others that have becn used in this analysis. Where we have relied on data, opinions or estimates from external saurces, reasonable care has heen taken to ensure that such data has been correctly extracted trom those sources and or reproduced in ts proper form and context. i. Compliance with relevant laws ‘The report assumes that the Company complies fully with relevant laws and regulations applicable in its area of operations and usage unless otherwise stated, and that the Campaay will be managed In a competent and responsible manner. Vurther, 2s specifically stated to the contrary, this report has given no consideration to matters of 2 legal nature, including issues of logal title and complance with local las, andl litigations and athgr contingent liabilities that are not recarded reflected in the financials provided tous, j. Multiple factors affecting the Valuation Report The valuation report is tempered by the exercise of judicious discretion by the Valuer and judgment taking into account the relevant factors. There will always he seversl factors, eg management capability, present and prospective competition, yield on comparable securities, market sentiment, ete. which may ‘ot be apparent from tke balance sheel bus could strongly influence the value A, Future services including but not limited to Testimony or attendance in courts/ Uibunals/authurities for the pinion of value in the Valuation Report We are fully aware that based on the opinicn af value expressed in this report, we may be required to give Lestimony oF attend courc / judicial proceedings with ecgand te the subject assets. 1 ts out of scope ofthe Assignment. Hawever, if the Company seek our evidence in the proceedings, It shall bear the cost/professional fee of attending court / judicial roceedings and vur tendering evidence before such ‘authority shall be under the, eaten (ANIL RUSTGI) erFrcaey Registered Valuer Place: Gurugram Page 6 of 8 524, Tower 6, HEWO I, Sector 56, Gurgaon -122011 Registered Valuer For Financial Assets ‘Mobile No: +91-9873333343 No: IBBI/RV/05/2019/12313 Email: gnil_eystgi@yahoo coin524, Tower 6, HEWO I, Sector 56, Gurgaon -122011 Mobile No: +91-9873333343 Email: anil_rustgi@yahoo coin Anuexure-A ANIL RUSTG6I Registered Valuer For Financial Assets Regn. No: IBBI/RV/05/2019/12313 Valuation workings of Wolkus.as per DCP Method. Aan "WOUKYS TECHNOLOGY SOLCTIONS PRIVATE LIMITED Wotton tai Rapier aor Wreias —TeSIET pac noe See (Ea Taare ere peur: ha tan TT OTA we La ate ant 8 Vos DET aa [is sane tm quence Tr [Saco . ess Vie. RE BON TSEC aa JRecrcr Biwd tony dvent wor Wabaten ie] WBE Fate po Eaaliy Share te go OF aT wa] a Si iiuin dale aeaedo ne“ Kreeted be mand ov Puupeshe mene ae Srerirrm et genanocine scars) "aulon Daten) vere eee ‘Note: The dluaed agility shares has haem calaulsted alter vonsidering the following 1 xisting Equity Shares of 1415 Bavity Shares b. Fepected sry Equity Shares cu ucsount of potential conversion of existing 3792 Seed OOPS based ‘on the its conversion ratio oft. e Expected 492 Equity Shores on aeconat of potential cenversion of esting 743 CCD baced on the is ‘conversion ratio under CCD Ageeement d._ ESOP Post of1igo Equity Shares,ANIL RUSTGI 524, Tewer 6, HEWO I, Sector 56, Gurgaon -122011 Registered Valuer Far Financial Assets Mobile Not +91-9873333343 Regn. No: 1881/RV/05/2019/12313, Email: onil_rustgi@yaheo.co.in ‘Annexure: A Contd, Basis for calculation of Welghted Average Cost of Capital (WACC) atTONORWEICHTTAVERRGET “Gilsulationaf Cost of Eyuily. TSK Frese RD) Gorse: MET Moly BoMetw- Seplenstar 2021 (Weld on 30 Fw GST tam [Gusecumentof india) Market raicaf tom (Rp Ta8| [equity isk Promivm (FRP=RO-RD) | ran Valve 100. cost af Fquits (Ke) 67 ERE Tas Feempeay Specie Risk Premium (natnlyon neon oF Tq Rae rek and aERTee Taino projections) (CRP) [Adjusted Gost af Equity (Ke) i (Rar EDRCSPAT “The Company Ts expecta tobe 160% Evity Company in ong term. Hence for tne puipsneaF waren, wehave comidened the Company as 100% Eutly Company, All eutstadiag debt, if ary; has bu decuetedpfront to arrive the fins! Equtyvalee the Company Bate a00%| ulatian z TE Beta of re Company Ras ben asnovnod vo Ue (ila: tothe Market Lae) sin thare a no corspurubte listed company in india EGESENGAX (los) ss on Jona aa ESE SENGEY (losing) 15 on September 1g, 292 f320] Pins Herod btw eens nary 02, 4003 and Sepuimiber 5,203) ON WOT) 3072 ‘Corgptel Aime) Growth Ruls (CARDO ASESENTER 14385] Page 8 of 8