EMAMI REALTY LIMITED — Capital/Financing Update 2021

Feb 1, 2021

cmami realty limited

(formerly cmamf Infrastructure Limited)

Ref: ERL/SECRET ARIAL/2020-21/1495

The General Manager Department of Corporate Services BSE Limited 25th Floor, Phiroze Jeejeebhoy Towers, Dalal Street, M umbai-400001

The Secretary National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex Bandra (E), Mumbai-400051

1st February, 2021

The Secretary The Calcutta Stock Exchange Limited 7, Lyons Range, Kolkata-700001

Dear Sir/ Madam,

Subject: Disclosure in terms of s·EBI Circular dated March 10, 2017 bearing reference No. CFD/DIL3/ CIR/2017/21 as amended from time to time

In furthera nce to our Letter dated pt February, 2021 with regards to the Scheme of Arrangement between the Company and Oriental Sales Agencies (India) Private Limited ("Demerged Company'' or "Oriental") and their respective shareholders and creditors ("Scheme") and in terms of the Securities and Exchange Board of India ('SEBI') Circular No. CFD/DIL3/CIR/2017 /21 dated March 10, 2017 ('SEBI Circular') as amended from time to time, please find enclosed herewith the following:

• 1. Applicable information of the Demerged Company in the format specified for abridged prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.
• 1. Certificate from Narnolia Financial Advisors Limited ("Narnolia"), a SEBI registered Category I Merchant Banker (SEBI registration no. INM000010791) certifying the accuracy and adequacy of the abridged prospectus as above.

You are requested to kindly upload the same on your website as required by the above-mentioned SEBI Circular.

Thanking you.

Encl: As above

APPLICABLE INFORMATION IN THE FORMAT SPECIFIED FOR ABRIDGED PROSPECTUS (AS PROVIDED IN PART E OF SCHEDULE VI OF THE SEBI (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018)

This Document contains information pertaining to unlisted entity involved in the proposed Scheme of Arrangement for Demerger between Oriental Sales Agencies (India) Private Limited ("Demerged Company"/"Oriental Sales") and Emami Realty Limited ("Resulting Company"/"Emami Realty") and their respective shareholders pursuant to Sections 230-232 and rules framed thereunder ('Scheme'). This Abridged Prospectus has been prepared in terms of the requirements specified in SEBI Circular No. CED/DlL3/CIR/20 17/2 1 dated March 10, 2017 ("SEBI Circular"). Copies of the documents as mentioned under the title "Any Other Important Information of Oriental Sales" on Page 8 shall be available for inspection at Emami Realty's Registered Office situated at Acropolis, 131 h Floor, 1858/1, Rajdanga Main Road, Kasba, Kolkata - 700 107, West Bengal, India, during working hours on all working days between 10.00 a.m. to 1:00 p.m. (except Saturdays, Sundays and Public Holidays) from the date of this Abridged Prospectus till the Order for Demerger is passed by the NCLT. The Scheme is also available on the websites of BSE Limited (www.bseindia.com) and The National Stock Exchange of India Limited (www.nseindia.com).

Nothing in this document constitutes an offer or an invitation by or on behalf of Oriental Sales or Emami Realty to subscribe for or purchase any of the securities of Emami Realty.

THIS ABRIDGED PROSPECTUS CONTAINS 9 PAGES PLEASE MAKE SURE YOU HAVE RECEIVED ALL THE PAGES

Capitalised words not defined herein shall mean the words as defined in the ScheJ!le

ORIENTAL SALES AGENCIES (INDIA) PRNATE LIMITED CIN: U51909WBl987PTC042332 Registered Office: Acropolis, 13th Floor, 1858/1 , Rajdanga Main Road Kasba,

Kolkata - 700 107, West Bengal; E-mail id: orientalsalesl987 ail.com; Contact Person: Mr. Sandee Jhun"hunwala, Director

PROMOTERS OF ORIENTAL SALES AGENCIES (INDIA) PRIVATE LIMIT~D~~-

The promoters of Oriental Sales Agencies (India) Private Limited are mentioned herein below:

Rajkumar Goenka, Santosh Goenka, Indu Goenka, Usha Agarwal, Suraj Viniyog Private Limited, Suntrack Commerce Private Limited, Bhanu Vyapaar Private Limited, Diwakar Viniyog Private Limited, Prabhakar Viniyog Private Limited and Raviraj Viniyog Private Limited

SCHEME DETAILS, USTING AND PROCEDURE

The Scheme of Arrangement provides for demerger of Real Estate Undertaking (more particularly defined in the Scheme) of Oriental Sales Agencies (India) Private Limited and vesting of the same into Emami Realty Limited on a going concern basis under the provisions of Sections 230 to 232 of the Companies Act. 201 3 and rules framed thereunder. As a consideration for the demerger, equity shares would be issued by Emami Realty to the shareholders of Oriental Sales in lieu of number of shares held by them in Oriental Sales.

Such equity shares issued by the Resulting Company to the equity shareholders of the Demerged Company will be listed and admitted for trading on the Stock Exchanges, where the shares of the --- Resulting Company are listed.

The Scheme is subject to approval from shareholders, creditors, BSE Limited (BSE), The National Stock Exchange of India Limited (NSE), The Calcutta Stock Exchange (CSE), Securities and Exchange Board of India (SEBI) and the National Company Law Tribunal Kolkata Bench at Kolkata (NCL T).

PROCEDURE

The procedure with respect to public issue/offer would not be applicable as the Scheme does not involve issue of any equity shares to the public at large. The issue of equity shares by the Resulting Company is only to the shareholders of the Demerged Company, in accordance with the Scheme. Hence, the procedure with respect to GID (General Information Document) is Not Applicable.

STATUTORY AUDITOR DETAILS

Mis S K Agrawal and Co., Chartered Accountants, Firm Registration No. 306033E Suite Nos: 606-606, The Chambers, 1665, Rajdanga Main Road, Kasha, Kolkata - 700 I 07

ELIGIBILITY FOR THE ISSUE

Whether the company is compulsorily required to allot at least 75% of the net public offer to public, to qualified institutional buyers - Not Applicable

INDJCATNE TIMELINE

The Abridged Prospectus is issued pursuant to the Scheme and is not an offer to the public at large. The time frame cannot be established with absolute certainty, as the Scheme is subject to approvals from regulatory authorities, including the NCL T.

GENERAL RISKS

Investments in equity and equity related securities involve a degree ofrisk and investors should not invest any funds in the equity of the Issuing Company unless they can afford to take the risk of losing their entire investment. Shareholders are advised to read the risk factors carefully before taking an investment decision in relation to the Scheme. For taking an investment decision, shareholders must rely on their own examination of the Company and the Scheme including the risks involved. The equity shares being offered in the Scheme have not been recommended or approved by the Securities and Exchange Board of India ("SEBI") nor does SEBI guarantee the accuracy or adequacy of the Abridged Prospectus. The Scheme docs not envisage any issue to the public at large. Shareholders are advised to refer the title "Internal Risk Factors" on Page 7 of the Abridged Prospectus before making an investment in this Scheme.

PRICE JNFORMATJON OF ORIENT AL SALES

The equity shares of Oriental Sales are unlisted. In the present case, pursuant to the Scheme of Arrangement, 99,05,000 number of equity shares of Emami Realty are being issued to the shareholders of Oriental Sales, therefore, the pricing provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 20 I 8 are not applicable. Upon the Scheme becoming effective, pursuant to the approval of NCLT, the consideration that is being discharged under the Scheme is shares of Emami Realty being issued to the shareholders of Oriental Sales in lieu of 35,00,000 number of shares as held by them in Oriental Sales.

PROMOTERS OF ORIENTAL SALES AGENCIES (INDIA) PRIVATE LIMITED

Name	ddress
Suraj Viniyog Private Limited	687, Anandapur, E.M. Bypass 2nd Floor, Kolkata-700 I 07
Suntrack Commerce Private Limited	687, Anandapur, E.M. Bypass 2nd Floor, Kolkata-700107
Bhanu Vyapaar Private Limited	687, Anandapur, E.M. Bypass 2nd Floor, Kolkata-700 I 07
Diwakar Viniyog Private Limited	687, Anandapur, E.M. Bypass 2"d Floor, Kolkata-700 I 07
Prabhakar Viniyog Private Limited	687, Anandapur, E.M. Bypass 2nd Floor, Kolkata-700 107
Raviraj Viniyog Private Limited	687, Anandapur, E.M. Bypass 2nd Floor, Kolkata-700107
Rajkumar Goenka	687, Anandapur, E.M. Bypass, Kolkata- 700 107
Santosh Goenka	687, Anandapur, E.M. Bypass, Kolkata- 700 107
Indu Goenka	687, Anandapur, E.M. Bypass, Kolkata - 700 I 07
Usha Agarwal	25A, Ballygunge Circular Road, Kolkata - 700019

The promoters of Oriental Sales Agencies (India) Private Limited are, as under:

BUSINESS MODEL I BUSINESS OVERVIEW AND STRATEGY

Oriental Sales Agencies (India) Private Limited (Oriental Sales) is a private company, limited by shares, incorporated under the Companies Act vi de Certificate of Incorporation dated May 12, 1987. The Corporate Identity Number is U5 l 909WB l 987PTC042332 and having registered office at Acropolis, 13th Floor, 1858/1 , Rajdanga Main Road Kasba, Kolkata - 700107, West Bengal, India.

Oriental Sales is engaged inter alia, in the business of (i) Real Estate and (ii) Trading in Painting I Shares & Securities. The Demerged Company is part of the Emami Group.

BOARD OF DIRECTORS OF ORIENTAL SALES

Th e B oar d 0 fD" uec ors o fO. nen ta 1 S a I es compnses th e fi o II owmg d" Irec ors:

Sr.	Name and	Qualificatio	Experience including current I past position held in
No.	Designation	n	other firms
l	Mr.San deepJhunjhunwala,Director	FCA,ACWA&B.com	Mr. Jhunjhunwala is a result driven professional withdiversified experience of 25 years in Real Estate, Serviceand Manufacturing Industry in the field of Accounts,Finance, Budgeting, MIS, Secretarial & Taxation and iscurrently working as the A VP-Finance & Accounts atEmami Realty Limited. Prior to this, Mr. Jhunjhunwalahas been associated with AMRI Hospitals Limited, RDBIndustries Limited, Kolkata, Pt. Wishma Nugra Santana,Jakarta, Indonesia, Wright India Pvt Ltd, Kolkata andEmami Limited, Kolkata and has consistently grownacross hierarchy and successfully delivered at senior totop-level positions.
2	Mr.NarayanPoddar,Director	CharteredAccountant	Mr. Narayan Poddar is a Chartered Accountant and haseld ofmore than 18 years of rich experience in the fiFinance & Accounts. Currently Mr. Poddar is employedwith AMRI Hospitals Limited in the capacity of AssistantGeneral Manager - Accounts & Finance.

OBJECTS OF THE SCHEME

The Scheme shall achieve the following:

• Consolidation and growth of Real Estate Undertaking: The demerger will enabl e Resulting Company to consolidate similar businesses into a single company. This will enable Resulting Company with an opportunity to provide services in a seamless manner to its customers. Further, this will also help Resulting Company to demonstrate its capability and provide competitive advantages vis-a-vis its competitors.
• Focused Management, Organization Efficiency and Operational Synergies: Consolidation of the business into a single consolidated entity shall enable focused strategies, management, investment and leadership for the consolidated entity and further result into organization efficiency and operational synergies; by unlocking value since the business and profits will accrue to a single entity i.e. Resulting Company;
• Efficiency in Fund raising for harnessing future growth: Demerger of Real Estate Undertaking in Resulting Company directly shall facilitate and provide adequate opportunities to mobilize the financial resources of Resulting Company for the growth of the Real Estate Undertaking and also streamline the process for fund raising;

SHAREHOLDING PATTERN OF ORIENTAL SALES (PRE & POST DEMERGER)

No.	Shares	%
(A) Shareholding of Promoter and Promoter Group
(1) Indian
(a) Individuals I Hindu Undivided Family	665000	19.00
b) Central Government /State Governrnent(s)
(c) Financial Institutions I Banks
(d) Any Other
-Bodies Corporate	2835000	81.00
Sub-Total (A) (1)	3500000	100.00
(2) Foreien
(a) Individuals (Non-Resident Individuals I Foreign Individuals)
(b) Bodies Corporate
(c) Institutions
(d) Any Other
Sub-Total (A) (2)
Total Shareholding of Promoter and	3500000	100.00
Promoter Group (A)= (A)(l)+(A)(2)
(B) Public Shareholding
1) Institutions
(a) Mutual Funds/UT!
(b) Financial Institutions /Banks
(c) Venture Capital Funds
(d) Insurance Companies
(e) Foreign Institutional Investors I Forei.1?,n Portfoli o Investors (Corporate)
(f) Foreign Venture Capital Investors
(g) Alternative Investment Fund
(h) Any Other
Sub-Total (B)(l)

Shareholding pattern of Oriental Sales, Pre and post demerger is as under:

	(2) Central Government/State Govern men t(s)
	Sub-Total (B)(2)
(3)
	(a) Individuals -
i	Individual shareholders holding nominal share capital upto Rs. 2 lakhs
11	Individual shareholders holding nominal share capital in excess of' 2 lakhs
	(b) NBFCs registered with RBI
	(c) Overseas Depositories (holdingDRs) (balancing figure)
	;(d) Any Other
:	-Bodies Corporate
. .	-Clearing Members
	-Directors and their Relatives
:	-Foreign Nationals
	-Forei1m Portfolio Investors (Individual)
:	-HUF
	-IEPF
	-LLP
:	-Non-Resident Indian
	-OCBs/Foreign Companies
''	-Trusts
' .	Sub-total (B)(3)
	Total Public Shareholding (B) = (B)(l)+
	(B)(2)+(B)(3)
	TOT AL (A)+(B)	3500000	100.00
	(C) Shares held by Custodians and against	0	0
	which DRs have been issued
	GRAND TOTAL (A)+(B)+(C)	3500000	100.00

SHAREHOLDING PATTERN OF EMAMI REALTY (PRE & POST DEMERGER)

The Shareholding pattern of Emami Realty, Pre and Post demerger is as under:

	Sr. Description
No.		Pre-arrangement	Postarran2ement
		No.oShare	%	No.oSbar	%
	(A Shareholding of Promoter and Promoter Group
	(1) Indian
	(a) Individuals I Hindu Undivided Family	798552	2.86	2680502	7.08
	(b) Central Government /State Government(s)
	(c) Financial Institutions I Banks
	(d) Any Other
	-Bodies Corporate	13310427	47.64	2 1333477 56.38
	Sub-Total (A) (1)	14108979	so.so	24013979 63.46
	(2) Foreign
	(a) Individuals (Non-Resident Individuals I Foreign	17 1	0.00	171	0.00
	Indi viduals)
	'(b) Bodies Corporate
	(c) Institutions
	-(d) Any Other
	Sub-Total (A) (2)	171	0.00	171	0.00

	Total Shareholding of Promoter and	14109150	50.50	24014150 63.46
	Promoter Group (A)= (A)(l)+(A)(2)
	(B) Public Shareholding
	(1) Institutions
	(a) Mutual Funds/UT!
	(b) Financial Institutions /Banks	5586	0.02	5586	0.01
	(c) Venture Capital Funds
	(d) Insurance Companies
	(e) Foreign Institutional Investors I Foreign Po1tfolio	35000	0.I 3	35000	0.09
	Investors (Corporate)
	(f) Foreign Venture Capital Investors
	(g) Alternative Investment Fund
	(h) Any Other
	Sub-Total (B)(l)	40586	0.15	40586	0.10
	(2) Central Government/State Government(s)	1000	0.00	1000	0.00
	Sub-Total (B)(2)	1000	0.00	1000	0.00
(3)
	(a) Individuals -
i	Individual shareholders holding nominal share capital	8335080	29.83	8335080 22.02
	upto Rs. 2 lakhs
ii	Individual shareholders holding nominal share capital in	521508	1.87	521508	1.38
	excess of' 2 lakhs
	(b) NBFCs registered with RBI	32500	0.12	32500	0.09
	(c) Overseas Depositories (holdingDRs) (balancing
	figure)
	(d) Any Other
	-Bodies Corporate	4669653	16.7 1	4669653 12.34
	Clearing Members-	42048	0.15	42048	0.11
	-Directors and their Relatives
	-Foreign Nationals
	-Foreign Portfolio Investors (Individual)
	-HUF
	-IEPF
	-LLP
	-Non-Resident Indian	187329	0.67	187329	0.50
	-OCBs/Foreign Companies
	-Trusts	35	0.00	35	0.00
	Sub-total (B)(3)	13788153	49.35	13788153 36.44
	Total Public Shareholding (B) = (B)(l)+	13829739	49.50	13829739 36.54
	(B)(2)+(B)(3)
	TOTAL (A)+(B)	27938889 100.00		37843889 100.00
	(C) Shares held by Custodians and against	0	0	0	0
	which DRs have been issuedGRANDTOTAL(A)+(B)+(C)			37843889 100.00
		27938889 100.00

Particulars	1'1 Apr 2020to 31'1 Dec2020	FY2019-20	FY2018-19	FY2017-18	FY2016-17	FY2015-16
					(Figures in INR Lacs)
Total Income	4,757.66	14,707.11	350.04	623.66	396.1 8	1,947.57
Profit I (Loss) before ExtraordinaryItems and Tax	1,272.30	9,001.38	18.07	27.52	-523.71	-348.44
Profit/(Loss) after ExtraordinaryItems and Tax	1,222.36	7,077.78	18.07	27.52	-523.71	-348.44
Equity Share Capital	350.00	350.00	350.00	350.00	350.00	350.00
Reserves and Surplus	8,113.10	6,890.74	-187.04	-205.11	-232.62	291.08
Net Worth	8,463.10	7,240.74	162.96	144.89	117.38	641.08
Basic Earnings per share (Rs.)	34.92	202.22	0.52	0.79	-14.96	-9.96
Diluted Earnings per Share (Rs.)	34.92	202.22	0.52	0.79	-14.96	-9.96
Return on Net Worth(%)	14	98	11	19	-	-
Net Asset Value per share	241.80	206.88	4.66	4.14	3.35	18.32

AUDITED STANDALONE FINANCIALS OF ORIENTAL SALES

AUDITED CONSOLIDATED FINANCIALS OF ORIENTAL SALES

Particulars	FY2019-20	FY2018-19	FY2017-18	FY2016-17	FY2015-16
				(Figures in INR Lacs)
Total Income	14,707.11	350.04	623.66	396.18	1,947.57
Profit I (Loss) before Extraordinary Items andTax	9,001.38	18.07	27.52	-523.71	-348.44
Profit/(Loss) after Extraordinary Items andTax	7,077.73	18.08	27.49	-523.71	-348.44
Equity Share Capital	350.00	350.00	350.00	350.00	350.00
Reserves and Surplus	6,883.8 1	-193.92	-212.00	-239.49	284.23
Net Worth	7,233.81	156.08	138.00	110.51	634.23
Basic Earnings per share (Rs.)	202.22	0.52	0.79	-14.96	-9.96
Diluted Earnings per Share (Rs.)	202.22	0.52	0.79	-14.96	-9.96
Return on Net Worth(%)	98	12	20	-	-
Net Asset Value per share	206.68	4.46	3.94	3.16	18.12

INTERNAL RISK FACTORS

Implementation of the Scheme completely depends upon the approval of the regulatory authorities. Any modification I revision by the competent authorities may delay the completion of the process.

Oriental Sales is a real estate company hence, subjected to general associated risk of market slowdown and adverse policy changes.

Pursuant to the Scheme, all assets and liabilities of Real Estate Undertaking of Oriental Sales are being transferred to Emami Realty. There may be potential risks regarding business, financial, tax and regulatory matters in Oriental Sales which may have an adverse impact on Emami Realty. ~=::::,,...

Total number of exclusive material outstanding litigations by and against Oriental Sales Agencies (India) Private Limited (Demerged Company) and amount involved as on December 31 , 2020:-

There are no exclusive outstanding litigations being material against Oriental Sales Agencies (India) Private Limited specially relating to Demerged Undertaking of the Demerged Company, namely the Real Estate Undertaking.

However 2 litigations involving Oriental Sales Agencies (India) Private Limited even though not connected with Demerged Undertaking, are stated herein below:-

• 1. The Demerged Company had furnished a Bank guarantee of Rs. 200 Lakhs (Rupees Two Hundred Lakhs) in favour of NTPC Ltd. towards Bid Security for participating in a Request for Selection (RfS) for setting up a Solar power plant in the state ofRajasthan, which was encashed by them without any justifiable reason contrary to the terms of the RfS. The Company filed a Writ Petition before the Hon' ble High Court of Delhi, interalia, claiming the refund of the aforesaid amount. Ld. Single Judge of the Hon'ble Court vide order dated 3rd January, 2019 set aside the encashment and directed NTPC to refund the amount recovered from the Demerged Company within a period of two weeks from the date of Order. NTPC has now filed Letter Patents Appeal with Division Bench of Hon'ble Delhi High Court to set aside the judgement dated 3rd January, 2019 passed by Ld. Single judge. Hearing on the aforesaid matter is under process. The Company is hopeful of a favourable outcome.
• ii. The Demerged Company has lodged a FIR in Bap P.S., Jodhpur, Rajasthan, on 22"d November, 2019 for sale of landed property in Jodhpur by forgery, whose approximate value as on 31'1 December, 2020 is Rs. 6 Crores. The Demerged Company also filed Civil Suit and Revenue Suit in Jodhpur. The Demerged Company has obtained stay from the Court for dealing in such land by any person, till further orders.

No regulatory action and/or disciplinary action has been taken by SEBI or Stock Exchanges against the Promoters of the Demerged Company in last 5 financial years.

There are no outstanding criminal proceedings against the Promoters of the Demerged Company.

ANY OTHER IMPORT ANT INFORMATION OF ORIENTAL SALES

• Authority for the issue The Scheme was approved by the Board of Directors of Emami Realty in their meeting held on 5th March, 2020 and Oriental Sales on 5th March, 2020. The Scheme is subject to approval from the SEBI, Shareholders, Stock Exchanges, National Company Law Tribunal, etc.
• Expert Opinion obtained, if any Share Exchange Report and Fairness Opinion
• Material Contracts and Documents for Inspection:
  • 1. Memorandum & Articles of Association
    • 1. Financial Statements and latest Shareholding Pattern
    • 1. Draft Scheme of Arrangement for Demerger
    • 1. Share Exchange Ratio Report and Fairness Opinion pursuant for the Scheme

DECLARATION

We hereby declare that all applicable provisions of the fonnat of an abridged prospectus as set out in the SEBI Circular and Part E of Schedule VI of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 have been complied with. We further certify that all statements with respect to us in this document are true and correct.

SANDEEP JHUNJHUN DIRECTOR (DIN: 06433099)

Date: 30th January, 2021 Place: Kolkata

Narnolia® Narnolia Financial Advisors Limited

Head Office: 101-102, 27 MIDC, Village Kondivita, Road No. 17, MIDC, Andherr (East), Mumbai - 400093 Ph.: +91 22 6839 1200 I Email: info@narnolia.comJwww.narnolia.com CIN No.: U51909WB1995PLC072876

January 30, 2021

The Board of Directors Emami Realty Limited Acropolis, 131 h Floor 1858/1, Rajdanga Main Road, Kasba Kolkata - 700107

Dear Sir I Madam,

Sub: Scheme of Arrangement for Demerger between Oriental Sales Agencies (India) Private Limited (Demerged Company) and Emami Realty Limited (Resulting Company) and their respective shareholders pursuant to Sections 230-232 of the Companies Act, 2013 ("the Scheme")

This is in accordance with the terms of our engagement, wherein Narnol ia Financial Advisors Limited ("Narnol ia" I "We"), a SEBI registered Category I Merchant Banker (SEBI registration no. INM000010791) has been appointed by Emami Realty Limited ("the Company" ) for inter-alia certifying the accuracy and adequacy of disclosures pertaining to Oriental Sales Agencies (India) Private Limited made in the Abridged Prospectus, prepared by the Company and Oriental Sales Agencies (India) Private Limited, to be sent to the shareholders of the Company, pursuant to the Scheme.

The Scheme involves the transfer and demerger of Real Estate Undertaking (more particu larly defined in the Scheme) of Oriental Sales Agencies {India) Private Limited and vesting of the same in Emami Realty Limited on a going concern basis under the provisions of Sections 230 to 232 of the Companies Act, 2013 and rules framed thereunder. Accordingly, we have been provided the abridged prospectus dated January 30, 2021 ("Abridged Prospectus", enclosed as Annexure 1), as prepared by the Company and Oriental Sales Agencies (India) Private Limited. The Abridged Prospectus will be circulated to the members of the Company at the time of seeking their approval to the Scheme as part of the explanatory statement to th e shareholders' notice.

Based on the information, undertakings, certificates, confirmations and documents provided to us by the Company and Oriental Sales Agencies (India) Private Limited, we hereby confirm that the information contained in the Abridged Prospectus is accurate and adequate, in terms of the paragraph 3(a) of Annexure I of the SEBI Circular CFD/ DIL3/CIR/2017 / 21 dated March 10, 2017 ("SEBI Circular") read with the format provided in Part E of Schedule VI of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as applicable ("Abridged Prospectus Format").

The above confirmation is based on the information furnished and explanations provided to us by the management of the Company and Oriental Sales Agencies (India) Private Limited, assuming the same is complete and accurate in all material aspects on an as is basis. We have relied upon the financials, information and representations furnished to us on an as is basis and have not carried out an audit of such information. Our scope of work does not constitute an audit of financial information and accordingly we are unable to and do not express an opinion on the fa irness of any such financial information referred to in the Abridged Prospectus. This certificate is a specific purpose certificate issued in terms with the SEBI Circular and hence it should not be used for any other purpose or transaction. This certificate is not, nor should it be construed to be, a certification of compliance of NC/A the Scheme with the provisions of applicable law including company, taxation and securities markets

Narnolia®

related laws or as regards any legal implications or issues arising thereon, except for the purpose expressly mentioned herein.

We express no opinion whatsoever and make no recommendation at all as to the Company's underlying decision to effect the Scheme or as to how the holders of equity shares of the Company should vote at their respective meetings held in connection with the Scheme. We do not express and should not be deemed to have expressed any views on any other terms of the Scheme or its success. We also express no opinion, and accordingly, accept no responsibility for or as to the price at which the equity shares of Company will trade following the Scheme for or as to the financial performance of the Company or Oriental Sales Agencies (India) Private Limited following the consummation of the Scheme. We express no opinion whatsoever and make no recommendations at all (and accordingly take no responsibility) as to whether shareholders/ investors should buy, sell or hold any stake in the Company or any of its related parties (holding company/ subsidiaries/associates etc.).

For Narnolia Financial Advisors Limited SEBI registration number: INM000010791

)j oifv· . \_of" ,rJ

Manav Goenka Vice President

Encl: as above