G.K IAGTAST &CO.
AovOcATES & CoNSULTANTS


                                     FORMAT - A
                               (Circular No.28l2O2Ll


                                                       24tt' February,2024

   To,
   MahaRERA
   Housefin Bhavan, Plot No. C-2I,
   E-Block, Bandra Kurla ComPlex,
   Bandra East, Mumbai - 400051

                               LEGAL TITLE REPORT

   Sub:                                oI non-agrlcu




            No./Hissa No. 414r1lC'1 admeasurine 1240 square meters and (vil

                                                                      d bei




                                                       u
                                                       hol                    er
                414
                Lar                                        rl                 rS




   225,2ND FrooR, SHrv CrNrRe , Srcron - 17, VASHT, NAVI MurvtsRr - 400 703
                    (022) 2789 2094 | LEGAL@G K'CO. rN
 I have investigated the title of Mextech Property Developers LLp in respect of its
 development rights of the Property under the instructions of my clients viz. Mextech
 Property Developers LLP, a limited liability partnership incorporated under the
 provisions of the Limited Liability Partnership Act, 2OO8 having office at 2403,
 Marathon Futurex, Mafatlal Mills compound, N.M. Joshi M*g, Lower parel,
 Mumbai - 400013 represented by its authorized partner Mr. Rajesh R. patel upon
 the documents (as listed herein below) and information provided by them as follows:

 1. Description of Property:
    All that pieces and parcel of non-agricultural land bearing (i) Sunrey No./Hissa
    No. 146ll admeasuring 180 square meters, (ii) suwey No./Hissa No. 14913
    admeasuring 2,4oo square meters, (iii) sunrey No./Hissa No.1s4l3
    admeasuring 600 square meters, (iv) sunrey No./Hissa No.4L2lL
    admeasuring 3,600 square meters, and (vf sunrey No./Hissa No. 4L4/ llcl2
    admeasuring 20,320 square meters totally admeasuring 27100 square meters
    situate, lying and being at Viilage Majiwade, within the Registration District of
    Thane, Taluka & District Thane within the limits of Thane Municipal
    Corporation aJrd within the Registration District of Thane and bounded as
    follows:

    On or towards the North        By 20 Mtr. Main Road;
    On or towards the South        By Neelkanth Palm complex;
    On or towards the East         By Rajesh Lifestyle and Orion
                                   Business Park: and
   On or towards the West          By Entrance Road of Neelkanth
                                   Palm.


2. The documents pertaining to the property are as under:
       (i)     Copy of Title Report dated p9log/2022 of Advocate Vishwas M.
               Kulkarni;
G.K IAGTAST &CO.
AoVOCATES & CoNSULTANTS




        (ii)    Development Agreement dated 26/07 /2022 duly registered on
                23108/2022 with the office of the Sub-Registrar of Assurances,
                Thane - 12 under serial No. TNNL2-1O742-2O22;

        (iii)   Power of Attorney dated 06lO8l2022 duly registered with the office
                of Sub-Registrar of Assurances, Thane -I2 under Serial No. TNN12-
                70743-2022;

        (iv)    7-L2 extracts and mutation entries thereon;

        (v)     Copy of Certificate of Incorporation dated l"t May, 1951 by Registrar
                of Companies, Bombay;

        (vi)    Copy of Certificate of Incorporation dated 19th April 1963 by Asst.
                Registrar of Companies, Bombay, Maharashtra;

        (vii)   Copy of Certificate of Incorporation dated l"t M"y, 1977 by Asst.
                Registrar of Companies, Bombay, Maharashtra;

        (viii) Copy of Certificate of Incorporation dated 13th October 2003 by
                Deputy Registrar of Cbmpanies, Maharashtra, Mumbai;

        (ix)    Copy of Certifrcate of Incorporation dated 17tt' October 2019 by
                Registrar of Companies, Mumbai;

        (x)     Copy of Indenture dated 06/0611959 registered with the office of
                Sub-Registrar, Thana under serial no. 583 at pages 155 to 176,
                volume 67 of Book No. J;

        (xi)    Copy of Non-Agriculture permission dated 07th April, 1959 bearing
                reference no. N.A.P. 128 by Prant Officer, Thana Prant, Thana;           i




                                                                                        t.




                                             -
   225,2ND FLOOR SNV CENTRE, SEcroR 17, VASHI, NAVr MutrztsRt - 400 703
                   Q2D 2789 2094 | LEGAL@GKICO.TN
(xii) Copy of Sanad by Collector, Thanll
(xiii) Copy of the Order dated 4tt Novcmbq, L977; boaring reference No'
      VLC lD-63 /IC /GAD 14885 issued by thc Jotnt Director of Industries;

(xiv) Copy of the Order dated 25ti' September, 1986 boaring reference No.
       ULCID-6glMC/DC/GAD issued by the Joint Director of Industries;

(>rv) Copy of the Order dated 14ti' March, 2006 bearing reference No.
      ULC/TA/T.No.1/Majiwade lsR-222 issued by the Additional
      Collector and Competent Authority, Thane Urbal Agglomeration;

(>rvi) Copy of Declaration-cum-Indemnity dated LSlOzl2Ol2 registered
      with offrce of Sub-Registrar of Assurances Thane-2 under serial no.
      TNN2-1560-20L2;

(xvii) Copy of Commencement Certifrcate dated 6th March 2OI2 bearing
      V.P. No. 2OO7 /87 TMC/TDD 1360by Thane Municipal corporation;

(xviii) Copy of Amended Commencement Certificate dated 18tt' September
       2Ol2 bearing v.P. No. 2OO7 187 TMC/TDD/ 185 by Thane Municipal
       Corporation;

(xix) Copy of Amended Commencement Certificate dated 31"t December
       2Ot5 bearing v.e. N1. 2oo7 /87 TMC/TDD /199 by Thane Municipal
       Corporation;

(y,x) Copy of Occupancy Certificate dated 31"t Decembet 20 15 bearing V.P.
       No.2OO7 /87 TMCITDDI2OO by Thane Municipal Corporation;

(xxi) copy of Letter dated 13106/2023 bearing reference no,
      Tha.Ma.Pa./Shavivi- 1303 by Thane Municipal Corporation;

(xxii) Deed of Transfer dated OL I 11 12023 duly registered on 12l 12l2023
       with the office of the Sub-Registrar of Assurances, Thane - 12 under
       serial no. 17338 /2023;
G.K IAGTAST &CO.
AovocATES & CoNSULTANTS




         (xxiii) Copy of Commencement Certificate bearing reference no. V.P. No.
                504/0192/23(2oo7187) TMC/TDD 132 dated 13l02l2o24 by Thane
                Municipal Corporation;

         (xxiv) Copy of Deed of Reconveyance of Equitable Mortgage dated
                OIILII2OLT registered with office of Sub-Registrar of Assurances
                Thane-S under serial no. TNNS-I27I3-2OI7:.

         (xxv) Copy of Release Letter dated l"t November, 2019 bearing reference
                no. COPS/CRE/RELl2O79-2O 1346 by Kotak Mahindra Investments;

         (xxvi) Copy of Deed of Release dated 20 lO9 12022 regpstered with offrce of
                Sub-Registrar of Assurances Thane-9 under serial no. TNN9-13983-
                2022;

         (xxvii) Copy of Deed of Release dated L3lOLl2023 registered with office of
                 Sub-Registrar of Assurances Thane-9 under seria-l no. TNN9-824-
                2023;

         (xxviii) Copy of Deed of Release dated 20l02l2023 registered with office of
                Sub-Registrar of Assurances Thane-9 under serial no. TNN9-3108-
                2023;

         (v,xix) Copy of Deed of Release dated 2IlO3l2O23 registered with office of
                Sub-Registrar of Assurances Thane-9 under serial no. TNN9-4952-
               2023;

         (xxx) Copy of Deed of Release dated 7210412023 registered with office of
               Sub-Registrar of Assurances Thane-9 under serial           N9-6502-
               2023:




   225,2ND FLooR SHIv CrNrRr, S rcroR - 17 , VAS H | , NAV| MUtrztsRr - 400 703
                    Q2D 2789 2094 | LEGAL@G KICO. rN
        (xxxi) Copy of Deed of Release dated 3L10612023 rcglrtered with office of
               Sub-Registrar of Assurances Thane'9 undOr lOrid no, TNN9'9438'
               2023;

        (xxxii) copy of Legal Audit Reports dated og/09/2022                         by
                                                                  'uf,ld26106l2O23
               Cubictree Technolory Solutions Limited;

        (>a<xiii) search Reports dated 07 l02l2022,2L l06 12023 and 24 l02l2024
                                                                                     bv

               Mr. Sachin More.

3.   Search Report dated 07l02/2022for 30 years from 1993 to2022 issued by Mr.
     Sachin More, Search Report d.ated 2L 106 12023 for 02 years ftom 2022
                                                                           to 2023
                                                                                  years
     issued by Mr. Sachin Mole and Search Report dated 2410212024 fot 02
      from 2023 to 2024 issued by Mr. Sachin More'

4.   on perusal of the above mentioned documents and subject to what is stated in
     the report reflecting the flow of title enclosed herewith as Annernrre - 'At, in
                                                                                      my

     opinion, development rights of Mextech Property Developers LLP in respect of
     the entire balance development potential i.e. present and future of the Property
     is clear and marketable without any encumbrances'

4. 1. Owner of the ProPertY:

     FERMENTA BIOTECH LIMITED is the owner of all that pieces and parcel of
                                                                                   non-

     agricultural land bearing (i) survey No./Hissa No. L46lL admeasuring 180
     square meters, (ii) survey No./Hissa No. L4913 admeasuring 2,4OO square
     meters, (iii) survey No./Hissa No.I54l3 admeasuring 600 square meters, (iv)
     survey No./Hissa No.4L2l1 admeasuring 3,600 squafe meters, and (v) survey
     No./Hissa No. 4I4/LlCl2 admeasuring 17483.74 square meters totally
     admeasuring 24263.74 sguare meters situate, lyrng and being at Village
     Majiwad.e, Taluka & District Thane and within the limits of Thane Municipal
     corporation and within the Registration District of Thane.
                                              ND

     THANE MUNICIPAL CORPORATION is the owner of (i) land admeasuring I24O
     squa-re meters bearing survey No. 4 L4l L lC l1 situate, lyrng and being at Village
G.K IAGTAST &CO.
AovocATES & CoNSULTANTS


       Majiwade, Taluka & District Thane within thc Rcgistration District of Thane,
       and (ii) portion of land admeasuring2836.26 squtare meters out of Survey No.
       4I4l7lcl2 situate, lying and being at Villagc Majiwade, Taluka & District
       Thane within the Registration District of Thane.


   4.2. Developer of the Property:

       MEXTECH PROPERTY DEVELOPERS LLP                                                        (



   5. Qualifying comments/remarks:                                                            I


   5.1.The Owner (FERMENTA BIOTECH LIMITED) has surrendered its rights in
       respect of land admeasuring I24O square meters (as per 7 lI2 extract) and
       1245.25 square meters (as per Declaration-cum-Indemnity Bond dated
       15l02l2012) bearing Survey No. 414lIlCl1 (Old Survey No. 414llC) forming
       part of the Larger Property and ha:rded over the possession of the said land to
       TMC for 2O.O meter wide DP road in lieu of TDR or FSI benefits as mentioned
       under the flow of title enclosed as Annexure - 'A'.

   5.2. Owner (FERMENTA BIOTECH LIMITED) has transferred and conveyed a
       portion of land admeasuring 2836.26 square meters out of Survey No.
       414 I L I C 12 forr.rring part of the Property in favor of TMC for public amenity in
       lieu of compensation by way of transfer of development rights or additional floor
       space index as mentioned under the flow of title enclosed as Annexure - A'.

   5.3. The Developer (MEXTECH PROPERTY DEVELOPERS LLP) is entitled to use the
       FSI benefits in respect of the aforesaid land admeasuring I24O square meters
       bearing Survey No. 414lIlCl1 and land admeasuring 2836.26 square meters
       out of Survey No. 4l4l1lcl2 situate, lying and being at Village Majiwade,
       Taluka & District Thane within the Registration District of Thane for the
       purpose of development.




   225,2^" FLOOR SHIV CrNrRr, srcroR - 77, VASH l, NAV| Murrztser - 400 703
                    (02D 2789 2094 I LEGAL@G K]CO. I N
5.4. This legal title report is subject to the followk4:

    (i) the documents produced before me by Mcxtcch Propcrf Dcvelopcrs LLP are
    presumed to be genuine and authentic, (ii) that photocopler of the documents
    provided to me are accurate photocopies of thc orlglndt, (iU) that ariy
    information, oral or written provided subsequent to the datc horeof which may
    be different and contrary to the observations made on the tltle hereitl, ffiy views
    may differ and it could have material impact on the conclueions and (iv) I
    disclaim any liability which may arise due to any decision taken by any person
    on the basis of this legal title report.


6. The report reflecting the flow of title of Mextech Property Developers LLP in
    respect of development rights of the Property is enclosed as Annexure - 'A'.


                                                           For G.K.Jagiasi & Co.




Encl: Annexure - A'
G.K IAGTAST &CO.
AovocATES & CoNSULTANTS




                                      Annentre -'At

                              Opinion on Tltle/Flow of Tltle

   To,
   MEXTECH PROPERTY DEVELOPERS LLP
   2403, Marathon Futurex,
   Mafatlal Mills compound,
   N.M. Joshi Marg, Lower Parel,
   Mumbai - 400 013




   225,2ND FLOOR SHIV CENTRE, Srcron - 17, VASHT, NAV| Mutr^ser   - 400 703
                    rc2D 2789 2094 I LEGAL@G K]CO.I N
     Under the instructions of MEXTECH PROPERTY DEVELOPERS LLP
     ('MextechJ a limited liability partnership incorpofetcd undor the provisions of
     the Limited Liability Partnership Act, 2OO8 and havlng ltr rcgictered office at
     2403, Marathon Futurex, Mafatlal Mills compound, N,M. Joghi Marg, Lower
     Parel, Mumbai 400 013, I have prepared this opinion on title of development
     rights of Mextech in respect of the entire balance development potential i.e.
     present and future of the Property on the basis of the documents (as mentioned
     below) and the information provided by MEXTECH and based on the same I
     am to opine as follows:


1.   Mextech has provided the following documents in respect of the Property:

     (i)     Copy of Tifle Report dated O8lO9l2O22 of Advocate Vishwas M.
             Kulkarni:

     (ii)    Development Agreement dated 26107/2022 duly registered on
             23l08l2O22with the office of the Sub-Registrar of Assurances, Thane
             - 12 under serial No. TNN12-7O742-2O22:
     (iii)   Power of Attorney dated 06 IOB /2022 duly registered with the office of
             Sub-Registrar of Assurances, Thane -12 under Serial No. TNN12-
             LO743-2022;

     (iv)    7-I2 extracts and mutation entries thereon;
     (v)     Copy of Certifrcate of Incorporation dated lut May, 1951 by Registrar
             of Companies, Bombay;

     (vi)    Copy of Certifrcate of Incorporation dated 19tt' April 1963 by Asst.
             Registrar of Companies, Bombay, Maharashtra;

     (vii)   Copy of Certificate of Incorporation dated l"t May, I97L by Asst.
             Registrar of Companies, Bombay, Maharashtra;




                                        10
G.K IAGTAST &CO.
Anvocnre s & CoNsur-TANTS




       (viii) Copy of Certificate of Incorporation derted 13th October 2003 by Deputy
               Registrar of Companies, Maharashtra, Mumbai;

       (it)    Copy of Certificate of Incorporation dated 17th October 2019 by
               Registrar of Companies, Mumbai;

       (x)     Copy oflndenture dated 06l06l 1959 registeredwith the office of Sub-
               Registrar, Thana under seria-l no. 583 at pages 155 to 176, volurne 67
               of Book No. J;

        (xi)   copy of Non-Agriculture permission dated 07th April, 1959 bearing
               reference no. N.A.P. 128 by Prant Officer, Thana Prant, Thana;

       (xii)   Copy of Sanad by Collector, Thana;

        (xiii) Copy of the Order dated 4th Novembet, 1977, bearing reference No.
               ULCID-63lIClGAD14885 issued by the Joint Director of Industries;

        (xiv) Copy of the Order dated 25tt' September, 1986 bearing reference No.
               ULCID-63lMClDC|GAD issued by the Joint Director of Industries;

        (>rv) Copy of the Order dated 14th March, 2006 bearing reference No.
               ULClTAlT.No.l/Majiwade ISR-222 issued by the Additional. Collector
               and Competent Authority, Thane Urban Agglomeration;

        (>rvi) Copy of Declaration-cum-Indemnity dated 15l02l20 12 registered with
               office of Sub-Registrar of Assurances Thane-2 under serial no. TNN2-
               L560-2012:

        (xvii) Copy of Commencement Certificate dated 6th March 2OL2 bearing V.P.
               No. 2oo7 I 87 T}l]C ITDD/360 b




                                          I1'




   225,2*" FLOOR SHrV CtNrnE, StCrOn - 17, VASHT, NAV| MUrr,rgRr - 400 703
                       (022) 2789 2094 | L ECAL@C KICO. I N
(xviii) Copy of Amended Commencement Certlflcrte datod 18ttt September
       2OI2 bearing v.P. No. 2OO7 187 TMC/TDD/ 1E5 by Thane Municipal
      Corporation;

(xix) Copy of Amended Commencement Certiflcato dated 31rt December
      2015 bearing V.P. No. 2OO7 /87 TMC/TDD lL99 by Thane Municipal
      Corporation;

(y,x) Copy of Occupancy Certificate dated 3l't Decembet 20 15 bearing V'P.
       No. 2OO7 lS7 TMC/TDD l2OO by Thane Municipal corporation;

(y,xi) copy of Letter dated L3 l06 12023 bearing reference no.
      Tha.Ma.Pa. / Shavivi- 1303 by Thane Municipal corporation;

(xxii) Deed of Transfer dated OIllLl2023 duly registered on 12l12l2O23
       with the office of the Sub-Registrar of Assurances, Thane - 12 under
       serial no. 17338 12023;

(xxiii) Copy of Commencement Certifrcate bearing reference no. V.P' No'
        so4/o IT2/23(2OO7 /87) TMC/TDD 132 dated Islo2/2o24 by Thane
       Municipal CorPoration;

(xxiv) Copy of Deed of Reconveyance of Equitable Mortgage dated
       OLllLl2OlT registered with office of Sub-Registrar of Assurances
       Thane-S under serial no. TNN5- I27I3-2OI7;

(xxv) Copy of Release Letter dated 1.t November,20 19 bearing reference no.
       COPS / CRE. / RF,L / 20 19 -20 I 346 by Kotak Mahindra Investments ;

(xxvi) Copy of Deed. of Release dated 2OlO9l2O22 regtstered with offrce of
       Sub-Registrar of Assurances Thane-9 under serial no. TNN9-13983-
       2022:

(xxvii) Copy of Deed of Release dated L3/OI|2O23 registered with office of
        Sub-Registrar of Assurances Thane-9 under serial'no. TNN9-824-
       2023;




                                   t2
G.K JAGTAST &CO.
AnvocRrus & CoNsur-TANTS




        (xxviii) Copy of Deed of Release dated 2OlO2l2O23 registered with office of
                 Sub-Registrar of Assurances Thanc-9 under serial no. TNN9-3108-
               2023:

        (xxix) Copy of Deed of Release dated 2IlO3l2O23 registered with office of
               Sub-Registrar of Assurances Thane-9 under serial no. TNN9-4952-
               2023:

        (xxx) Copy of Deed of Release dated I2lO4l2O23 registered with office of
               Sub-Registrar of Assurances Thane-9 under serial no. TNN9-65O2-
               2023:

        (xxxi) Copy of Deed of Release dated 3IlOSl2O23 registered with office of
               Sub-Registrar of Assurances Thane-9 under serial no. TNN9-9438-
               2023:

        (xxxii) Copy of Legal Audit Reports dated 08 I 03 12022 and 26 106 12023 by
               Cubictree Technologr Solutions Limited;

        (xxxiii) Search Reports dated 07 l02l2022, 21. l06 12023 and 24 l02 12024 by
               Mr. Sachin More.

   2. By and under a Development Agreement dated 2610712022 (the "said
       Development Agreement") duly registered on 23 lO8l2O22 with the office of
       the Sub-Registrar of Assurances Thane - 12 under serial No. TNNL2-1O742-
       2022 made between FERMENTA BIOTECH LIMITED ("Owner"), Mextech and
       the Partners of Mextech i.e. Mr. Anil Mutha, Mr. Rajesh R. Patel and Mr. Hiren
       Hansraj Chheda (and identified as the Owner, Developer and Partners in said
       Development Agreement, respectively), the Owner has granted in favour of
       Mextech, the development rights in respect of the Property for construction of




                                          13




   225,2ND FLOOR, SHIv CENTRE, SEcron - 17, VASH I, NAVI MUMBAI _ 4OO 703
                     (022) 2789 2094 | LEGAL@G KICO. rN
     buildings on portion of the Property earmrrrl<ctl rrs Portlon 'Dt on thc plan
     annexed to the said Development Agreemcnt ns Annctnrrc - tBt lry r-rtilising
     and consuming the entire balance developrncrrt polt.rrlirrl i.r', prt:sr:nl ancl
     future of the Property but excluding the Utiliscd ltSl irr llre rrrrrrrncr nrrrl orr thc
     terms and conditions as more particularly set ourt thcrt:in,

2.1. As per the terms of the said Development Agreernen t, thc Dcvclopcr is rc<luirccl
     to hand over to the Owner, residential Premiscs aggrogating to a total of
     1,20,000 (one lakh twenty thousand) square feet Carrpct Arcar on "owncrship
     basis" together with proportionate spaces in the Car Parks in the New
     Buildings ("Owner's Premises") to be constructed by Mextech with right, to sell
     the same to the persons of its choice and the Developer is entitled to balance
     Project FSI of the Property including the Premises in the New Buildings to bc
     constructed on the said Property, both present and future as mentioned above,
     but excluding the FSI to be utilized in connection with the Security Cabin,
     Parking Lot, Open Canteen, IT Amenities, realignment of 12 MT Common
     Access Road ("Developer's Premises") with right to sell the same to the
     persons of its choice as more particularly mentioned in the said Development
     Agreement.

3.   With respect to devolution of title of the Owner to the Property, I have relied
     upon the findings/observations contained in the Title Report dated
     O8|O9/2O22 of Advocate Vishwas M. Kulkarni and contents of the said
     Development Agreement:

3.1. It appears that FERMENTA BIOTECH LIMITED a company originally
     incorporated under the provisions of the Indian Companies Act, 1913 and
     deemed registered under the provisions of the Companies Act, 1956 and 2013
     respectively and having its registered office at 4-1501, Thane One, DIL
     Complex, Ghodbunder Road, Majiwade, Thane 400610 is the owner of the
     Property excluding Amenity Area (as defined below). The Owner was originally
     incorporated as International Franchises Private Limited under the
     provisions of Companies Act, VII of 1913 on l"t May, 1951; thereafter the name
     of International Franchises Private Limited was changed to Crookes Interfran



                                            14
G.K IAGTAST &CO.
AovocATES & CoNSULTANTS




       Limited under the provisions of the Indian Companies Act, 1956 (I of 1956)
       dated 19th April i963 and a 'Fresh Certificate of Incorporation Consequent to
       Change of Name'was issued by the Asst. Registrar of Companies, Bombay,
       Maharashtra, to that effect; thereafter the name of Crookes Interfran Limited
       was changed to Duphar Interfran Llmlted under the provisions of the
       Companies Act, 1956, dated l"t May 1971, and a 'Fresh Certificate of
       Incorporation Consequent to Change of Name' was issued by the Asst.
       Registrar of Companies, Bombay, Maharashtra to that effect; thereafter the
       name of Duphar Interfran Limited was changed to DIL Limited under the
       provisions of the Companies Act, 1956 dated 13th October 2OO3 and a 'Fresh
        Certificate of Incorporation Consequent to Change of Name'was issued by the
       Deputy Registrar of Companies, Maharashtra, Mumbai and thereafter
       consequent to amalgamation of Fermenta Biotech Limited with DIL Limited,
       the name of DIL Limited was changed to Fermenta Biotech Limited, under
       Rule 29 of Companies (Incorporation) Rules, 2OI4, dated 17tt' October 2OI9
       and a 'Fresh Certificate of Incorporation Pursuant to Change of Name' was
       issued by the Registrar of Companies, Mumbai.

   3.2. By and under Indenture dated 0610611959 executed between (i) Dr. Ceceilla
       De'monte, (ii) Miss Violletta De'monte, (iii) Earnest De'monte (for self ald as
       constituted attorney of Dr. Ceceilla De'monte & Miss Violletta De'monte) and
       (iv) Dr. Miss Ursulla De'monte (Sr. No. (i) and (iv) also acting as executrices
       under the Will and Codicil and probate therefrom of the estate of deceased
       T,oisa Maria) therein referred to as Vendors of the First Part and (i) Dr. P.A.
       Desai, (ii) Jaydeep Paper Industries and (iii) M/s. Krishna Silicate rand Glass
       Works Ltd. therein referred to as Confirming Parties of the Second Part and
       M/s. International Franchise Private Ltd. therein referred to as Purchasers
       of the Third Part and registered with the office    Registrar, Thana under




                                          15




   225,2^O FLOOR, SHIV CENTRE, STCTON _ 17, VASHI, NAVI MUIVTEEI _ 4OO 703
                     (022) 2789 2094 | LEGAL@GKICO.TN
      serial no. 583 at pages 155 to 176, volume 67 of Book No, J, the vendors
      therein with the consent and confirmation of the Conflrmlng Partlea therein,
      sold, transferred, conveyed, and assured unto and h fevour of thc Rtrchasers
     therein (being the Owner above named) all that pleccr and parcels of land
     admeasuring, in aggregate about 9-3-L2 (A-G-A) oqulvalcnt to 44,019.7s
     square yards situate, lying, and being at Village Mqjiwade, Taluka and Dietrict
     Thane, Matrarashtra (hereinafter referred to as the "Entlro Propcrty") for the
     consideration mentioned therein and bearing following land description.




                                             0- 16-0 out of 5-05-0
                                             1-13-0 out of 2-32-0
                                             I-02-O out of 3- 1 1-0

                                            6-11-00 out of 6-27-OO


3.3. The Owner thereafter from time to time transferred or otl:erwise disposed of
     certain area of the Entire Property admeasuring about 8,480.00 square meters
     to various entities, including for road widening, and retained unto itself an
     area admeasuring about 28,334.00 square meters.


3.4.'Non-Agriculture permission' from the Collector, Thane, permitting industrial
     use of the land measuring about ^8,334 square meters for construction of
     factory structures was granted and the Sanad pursuant thereto was also
     obtained.


3.5. Pursuant to the aforesaid 'Non-Agriculture permission'and in accordance with
     the sanctioned plans and approvals obtained from time to time by the Owner
     (then known as Duphar Interfran Ltd.)from competent authorities, the Owner
     (then knoun a"s Duphar Interfran Ltd.) constructed factory structures on the
    portion of the land measuring about 28,334 square meters or thereabouts for
    its business purpose.



                                       16
G.K IAGTAST &CO.
AovOcATES & CoNSULTANTS




   3.6. In or around the year 2OO5, pursuant to thc srrb-rlivision measurement of the
        Entire Property by Taluka Inspector of Lar:rd Rccords, bearing Du.Re. no.
         266/OS dated 29tt' October 2005, read with Tchsildar Letter, bearing Ref. No.
         Mahsul/Desk- 1 lTe-3 lHakkanond 7646 S.R,- 1398-05, dated 16tt' November
         2OO5, the Entire Property was sub-divided into following hissa numbers and
         accordingly new 7 /12 extracts were generated.

                    Sunrey               Area
                     No.               IH-R-PI
                      r46       1      o-o1-80     Crookes Interfan Ltd.
                                1       0-06-5       Shrivardhan Trust
                      I49       2      o-06-78    Krushna Glass Pvt. Ltd.
                                3      o-24-OO    Cro okes Interfran Ltd,.
                                4      o-75-84    Krushna Glass Pvt. Ltd.
                                I       1-57-0       Shrivardhan Trust
                      154
                                2       0-33-0    Krushna Glass Pvt. Ltd.
                                3       o-o6-0    Crookes Interfran Ltd,


                                4       0-1i-0    Krushna Glass Pvt. Ltd.
                     412        1       o-36-0    Crookes Interfran Ltd.
                                2      0-90-5     Krushna Glass Pvt. Ltd.
                               1A      0-40-0       Shrivardhan Trust
                    4r4/1      1B      0- 13-4    Krushna Glass Pvt. Ltd.
                               7C      2-15-54    Crookes Interfran Ltd.
                               1D      0-01-16            P.R. Parekh



  3.7.   In or around the year 2OO7, due to rapid urbanization of the area, the
         management of the Owner (then known as DIL Ltd.)decided to close the factory



                                                                                          1




                                           17
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   225,2^" FLOOR, SHIV CENTRE, SECTOR _ 17, VASHI, NAVI MUITUIBAI _ 4OO 703
                     (02D 2789 2094 I LECAL@C KICO. I N
                                                                                         fl
     and shut down its business operations belng nrn lhom tho factory structures
     standing on the portion of the land measurlng about 2E,gg4 lquare meters,
     and instead proposed to develop the said land, lncludlng by conotructing an
     IT Park building thereon.

3.8. The Owner got the layout and building plane eanctioned by the Thane
     Municipal Corporation ("TMC") and obtained a Commencement Certificate
     dated 6th March 2OL2, read with Amended Commencement Certificate dated
     18tt' September 2012, read with further Amended Commencement Certificate
     dated 3l"t December 2015. The Owner (then knoutn as DIL Ltd.) constructed
    an IT / ITES building, known as Thane One, consisting of ground plus 16
    upper floors, and the Utility Building (collectively the "sald bulldlngs") by
    consuming and utilizing L2,679.81 square meters built-up area ("Utlllsed
    FSI"), and the Owner obtained an Occupation Certificate, dated 31"t December
    2OI5, from the TMC, in respect of the said buildings.

3.9. The Owner has also constructed a canteen for use by the occupants of Thane
    One building, by consuming and utllizing685.42 square meters built up area.

3.10. As mandated under the commencement certificates referred above, an area
    measuring 1,234.OO squa-re meters (as per measurement) and \,24O.OO square
    meters (as per 7 / 12 extract) towards 20 Mtr. DP Road was handed over by the
    Owner to TMC ("Surrendered Area") and consequently, pursuant to the sub-
    division, measurement of Survey No./Hissa No. 4L4/1C by the Taluka
    Inspector of Land Records, bearing No. DIL/Ka.Vi.165/Pot Hissa/Mauje
    Majiwada/Survey No.414 Hissa No.l/C/Du. Re. No.7661L2, dated 28:*.
    September 2OL2/1233, read with Tehsildar Letter No. Mahsul / Desk-l /
    Hakkanond / I lTe-3 lKa.Yi.18756 I L9O95 I 12, dated 16tt'October2OI2,
    the Survey No./Hissa No. 4L4lIC was sub-divided into the following F/lssa       I
    numbers, and accordingly new 7 /12 extracts were generated.                     t1


                                                                                    l11




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G.K IAGTAST &CO.
AovocATES & CoNSULTANTS




   3. 1 1. The Directorate of Industrial Safety and Health Thane vide its letter dated 22"a
        August 2016 has deleted the Owner's name (then knotan as DIL Ltd.)from the            (

        Factory Register on lOth August 2016.
                                                                                              I
                                                                                              I

   3.12.In the premises as aforesaid, the Owner became well and suff,rciently entitled
        to the Property bearing the foliowing land description:



                               146/l                    180.00
                               r49 /3                  2.400.oo
                               r54 /3                   600.00
                               4I2/I                   3.600.00
                            4t4/L/C/2                 20.320.OO
                              TOTAL                   27.LOO.OO


        and situate, lying, and being at Village Majiwade, Taluka, and District Thane
        within the limits of Thane Municipal Corporation, Registration District Thane.

  3.13. As per the Owner's knowledge, an area included in the Property, measuring
        about L,562 square meters situated on the south-east portion of the Property
        and earmarked as Portion-A and Portion-C on the plan marked and annexed
       as ANNEXURE "8" to the Development Agreement, may not be in the Owner's
       full and clear possession.

  3.14.The Owner has handed over the Surrendered Area to TMC and is awaiting
       FSI/DR benefits of the sarne, to be granted by TMC. The said FSI/DR benefit
       shall be utilized and consumed in the balance development of the Property.



                                             19




   225,2No FLooR SurvCrNrnr, Stcron-17,Vnsnt, NAVI Murr^sRr -400703
                   (022) 2789 2094 | LEGAL@GKICO.TN
 4.    The 7-72 extract in respect of the Proporty rccordt tho name of the Owner
       (FERMENTA BIOTECH LIMITED) as the holdcr thcrcof.

 5. By and under an order dated 4tr' November, L977, bcarlng reference No.
       ULO/D-63IIC/GAD/4885 issued by the Joint Dlrector of Industries, partial
       area admeasuring about 2,658 square meters out of 36,970,92 oquare meters
       was surplus vacant land and was exempted under the provlelone of Section 20
       of the Urban Land (Ceiling and Regulation) Act, !976 ("ULC Aot,,) and the
       Owner was permitted to retain this surplus vacant land for the purpose of
       industrial use on the terms and conditions more particularly mentioned
       therein.

5'1. By and under an Order dated 25tr, September, 1986 bearing reference No.
       ULC/D-63 /MC/DC/GAD issued by the Joint Director of Industries, area
       admeasuring 9,788.07 square meters out of 26,959.80 square meters that was
       surplus vacant land was exempted under the provisions of Section 20 of the
      ULC Act, 1976 and the Owner was permitted to retain this surplus vacant land
      for industrial use on the terms and conditions more particularly mentioned
      therein.

5.2. By and under an Order dated 14tt' March, 2006 bearing reference No.
      ULC/TA/T.No'1/Majiwade /SR-222 issued by the Additional Collector and
      Competent Authority,.Thane Urban Agglomeration, the Property was declared
      as "No Surplus Vacant Land,,. ,

6.    Along with the said Development Agreemen ,, rn"Owner has executed in favour
      of the Developer and its partners a Power of Attorney dated O6tr' Augu st, 2022
      for doing and performing all acts, deeds, matters and things as specifred
      therein for development of the Property. The said Power of Attorney is duly
      registered with the office of Sub-Registrar of Assurances, Thane-12 under
      Serial No. TNN12 / LOT43 of 2022 on 23.d August, 2022.

7. TMC vide its Letter dated 13/06/2023 bearing reference no.
      Tha.Ma.Pa./Shavivi-1303 permitted to use the Property for residential use.




                                         20
G.K IAGTAST &CO.
AovOCATES & CoNSULTANTS




   B. It is seen from the said Development Agreemcnt thnl, ar portion of the Property
           includes the amenity area to be developcd ancl handed over to the TMC as
           amenity and accordingly by and under Dced of Transfer dated OIlIIl2023
          duly registered on 121 7212023 with the office of the Sub-Registrar of
          Assurances, Thane - 12 under serial no. 1733812023 made between the
           Owner and TMC, the Owner has transferred and conveyed all that portion of
          land admeasuring 2836.26 square meters out of Survey No. 4I4lIlCl2
          forming part of the Property (the "Amenity Area") in favor of TMC for public
          amenity in lieu of compensation by way of transfer of development rights or
          additional floor space index and on the terms and conditions contained
          therein.

   B.1   . The name of TMC has not been recorded in the 7 - 72 extract and other revenue
          records in respect of the Amenity Area.

   9. TMC has issued a Commencement Certificate ("said CC") bearing V.P. No.
      S04i0192 123(2OO7 I 87) TMCITDD I 32 dated 13 l02 12024 permitting
          construction of buildings on the terms and conditions mentioned in the said
          cc.
   10. Mextech has informed that:
           (i)   The said Development Agreement is valid, binding and subsisting and
                 has not been cancelled or terminated or threatened to be terminated bv
                 the Owner:

           (iil There aJe no mortgages, charges, liens, encumbrances of any nature
                 subsisting on the Property;

           (iii) There is no suit or litigation in respect of the




                                                21




   225,2ND Fr-ooR, Suv CrNrRr, srcroR - 17, VASHT, NAVI MurvtsRr                - 400 703
                     rc2D 2789 2094 I LECAL@C KJCO. r N
       (iv) The owner has sold and transferred certrln IT/lTEg unltr ln Thane One
            building on ownership basis to thlrd partlcr vldc dlvcrfe roghtored Sale
            Deeds and retained certain IT/ITES unltr,

11.   Mortgages:

      certain mortgages in respect of the Property andlot floors of Thane one
      building were earlier created by the Owner in favor of Union Bank of
      India/Kotak Mahindra Investments Ltd./Bqjej Finance Ltd, (collectively
      "Lenders"). I have been informed by Mextech that necessary
      reconveyance/release has been done by Lenders. In course of searches (as
      mentioned below) and the documents provided by Mextech, I have observed
      the Deeds of Reconveyance/Release executed by Lenders.

12.   Litigation:

      Upon perusal of Legal Audit Report dated 08/0312022 and 2610612023 by
      Cubictree Technologr Solutions Limited and as informed by Mextech, it is
      observed that there is no litigation pending by or against the Owner concerning
      the Property.

13.   Search:

      Upon perusal of Search Report dated O7/O2/2O22, 27/06/2023 and
      24/02/2024 by Mr. Sachin More, it is observed that the Search Report does
      not reflect any adverse entries'concerning the development of the Property.

14.   Public Notice:

      I have published public notice in the newspapers 'The Free Press Journal'and
      'Thane Vaibhav' on 02l08/2023 for inviting claims in respect of the Property
      and I hereby confirm that I have not received any claims pursuant to issuance
      of public notice.

15.   Subject to what is stated hereinabove, in my opinion, the title of MEXTECH
      PROPERTY DEVELOPERS LLP in respect of development rights of entire




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G.K IAGTAST &CO.
AovocATES & CoNs ULTANTS




        balance development potential i.e. present and future of the Property is clear
        and marketable.

   16. It is clarifred for the purpose of issuance of this opinion:
       (i) that I have relied upon the information provided by Mextech;
       (ii) that I have assumed the genuineness and authenticity of the documents
            produced before me by Mextech and that photocopies of the documents
           provided to me are accurate photocopies of the originals;
       (iii)that I have not carried out searches in any courts and/or tribunals andlor
          website except for online litigation search by Cubictree Technologr
           Solutions Limited (as mentioned above);
       (iv)that there have been no changes, amendments or modifications to the
          documents produced before me;
       (v) that any information, oral or written provided subsequent to the date hereof
          which may be different and contrary to the observations made on the title
          herein, my views may differ and it could have material impact on the
          conclusions;
       (vi)that other than as expressly stated in this opinion, I express no opinion on
          any other or related issue.


   77. This opinion on tifle is for the limited purpose of expressing my opinion on the
       matter mentioned herein and is limited to development rights of Mextech in
       respect of the Property.

      Date: 24/02/2024                                        For G. K. Jagiasi & Co.




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   225,2^D FLOOR SUIV CrNrRr, srcroR - 17 , VAS H r, NAV| Murvrnru - 400 703
                    (022\ 2789 2094 | LEGAL@C KJCO. TN