Target Appraisal and Due DiligencePre Closing Verification (Scheme of Arrangement)(a) Transferor Company deliverables: Jaiprakash Associates Ltd agrees and undertakes to furnish the following

within 12 days of the receipt of the last High court order.1. A statement of the estimated Net Working Capital as of the Closing Date;2. A statement of the estimated Financial Indebtedness as of the Closing Date;3. The fixed asset register, as of the Closing Date;4. The unaudited estimated balance sheet as of the Closing Date and the P&L account for the period from the

commencement of the financial year However, JAL need to deliver within 7 days if they have the audited balance sheet of the Business (audited by the Transferor Company's auditors)

(b) Inspection by the Transferee i.e. Ultra Tech Cement Ltd• Within 2 days of receipt of the above statements a limited review shall be conducted • To ensure whether the Net working capital and the Financial indebtedness will be equal on the aggregate

basis or on a net basis• If equal proceed to closure otherwise, a notice will be given to the transferor company to explain within 7

days as to how it will ensure that they are equal

Auditor Hired - Deloitte Haskins & Sells LLP examined the Proposed Scheme of Arrangement

Result- UltraTech managed to reduce the acquisition cost by Rs 75 crore (Rs 5,325 crore)after the due-diligence which was done after signing the memorandum of understanding in December 2014.