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To, The Board of Directors, Deep Industries Limited, 12A and 14, Abhishree Corporate Park, Ambli Bopal Road, Ambli, Ahmedabad - 380058

CAPITAL SERVICES PRIVATE LIMITED

CATEGORY • I MERCHANT BANKER

CIN-U67120GJ2006PTC047985

Subject: Fairness Opinion on the report of M/s Dhananjay Trivedi & Associates, Chartered Accountants, with respect to the proposed Scheme of Arrangement between Deep Industries Limited and Deep CH4 Limited and their shareholders and creditors

Dear Sirs,

We understand that a Scheme of Arrangement between Deep Industries Limited and Deep CH4 Limited and their shareholders and creditors has been submitted to stock exchanges for their approval under Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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In this regard, for scheme filed by a listed company with SEBI I Stock Exchanges, SEBI · Circular No. CFDIDIL31CIRI2017121 dated March 10, 2017 read with NSE Circular NSEICML/2017 112 dated June 1, 2017 requires the listed company to obtain the valuation report to display workings , relative fair value per share and fair share exchange ratio in the prescribed format. Further, the listed entity" is also required to submit a fairness opinion by a SEBI registered merchant banker on valuation of assets I shares done by the valuer for the listed entity and unlisted entity.

However, as per Para I(A)(4)(b) of Annexure-! of SEBI Circular CFD/DIL31CIR/2017/21 dated 10 March 2017, valuation report is not required in cases where there is no change in the shareholding pattern of the listed entity I resulting company. Further, Para I(A)(4)(d) of the said Circular clarifies that 'no change in shareholding pattern' would include a case where a listed entity (say, 'entity A') demerges a unit and m~kes it a separate company (say, 'entity B') and all the following conditions are fulfilled:

(i) Shareholdiilg of entity B is comprised only of the shareholders of entity A (ii) Shareholding pattern of entity B is the same as in entity A (iii) Every shareholder in entity B holds equity shares in the same proportion as held in entity

A before the demerger

TRUST WITHOUT FEAR

Re istered Office : 201, Maruti Crystal, Opp. Rajpath Club, S.G. Highway, Bodakdev,_Ahmedabad-~8~ 054, G~jarat, ln~ia. Phone: !91-79-26870649,+91-79-48970649 Fax: +01-79-26870228,Web. : www.nirbhaycapJtal.con. email: mfo@mrbhaycapJtal.com

CAPITAL SERVICES PRIVATE LIMITED ... CATEGORY- I MERCHANT BANKER

CIN-U67120GJ2006PTC04 7985 In this regard, M/s Dhananjay Trivedi & Associates, Chartered Accountants, have certified that the requirement of valuation report is not applicable for the proposed Scheme pursuant to Para I(A)(4)(b) of Annexure-! of SEBI Circular CFD/DIL3/CIR/2017/21 dated March 10, 2017 vide certificate dated July 6, 2018. Based on the examination of the proposed Scheme, it has been observed by M/s Dhananjay Trivedi & Associates, Chartered Accountants, that . _

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(i) Upon the Scheme becoming effective, the existing paid-up share capital of Deep CH4 Limited (the Resulting Company) shall be cancelled and pursuant to the demerger, every shareholder of Deep Industries Limited (the Demerged Listed Company) will become shareholder of Deep CH4 Limited in the same proportion as shares held by such shareholders in Deep Industries Limited.

(ii) Further, there will not be any change in the shareholding pattern of Deep Industries Limited.

(iii) Considering that the post scheme shareholding pattern of the Resulting Company would be same as that of the Demerged Company and every shareholder in the resulting Company would hold equity shares in the same proportion as held by it in the Demerged Company, in view of provisions of Para I(A)(4)(b) of Annexure-! of the SEBI Circular dated 10 March 2017, the requirement of obtaining valuation report is not applicable.

Based on our examination of the Scheme of Arrangement, the shareholdlng ·pattern oft:>ee·p. · .: · Industries Limited and Deep CH4 Limited before and after the proposed Scheme· of Arrangement and the certificate of M/s Dhananjay Trivedi & Associates, Chartered Accountants dated July 6, 2018 and considering the information and explanation given to us, it is our opinion that the conclusion of M/s Dhananjay Trivedi & Associates, Chartered Accountants, that the requirement of valuation report is not applicable for the proposed Scheme pursuant to Para I(A)(4)(b) of Annexure-! of SEBI Circular CFD/DIL3/CIR/2017/21 dated March 10, 2017 is Fair.

Yours faithfully,

Vice President (Merchant banking)

Date: 12/07/2018 Place: Ahmedabad

TRUST WITHOUT FEAR

Registered Office: 201, Maruti Crystal, Opp. Rajpath Club, S.G. Highway, ~odakdev,.Ahmedabad-~8~ 054, G~jarat, ln~ia. Phone : +91-79-26870649,+91-79-48970649 Fax: +01-79-26870228,Web. : www.mrbhaycap1tal.con- email : mfo@mrbhaycapltal.com