Private Limited i.e. petitioner No.2. In January, 2022 the respondent who were the founders/promoters of petitioner No.1 approached OFB Tech Private Limited and OAgri petitioner No.2 with an intent of selling them 100% shares in petitioner No.1 to OAgri. After discussions, the respondent signed and executed a term sheet, wherein the respondents projected the average Earning Before Taxes to be around Rs.17,92,00,000/- in the Financial Year 2021-22 based on the Turnover of Rs.501 Cores and 390 Crores for the years 2021-22 and 2022-23 respectively. However, the actual average EBITDA of Petitioner NO.1 as per the books for Financial Year 2021 and 2022 was approximately around Rs.4,50,36,307/- which was around 1.025%. The erstwhile shareholders had assured and represented to OAgri that EBITDA reflected in the books of accounts was not the true indicator of their valuation and the actual EBITDA was around 17.92 Crores. It is claimed that the erstwhile shareholders spun a web of life around the Management of OAgri and depicted a rosy picture that EBITDA had been achieved by utilizing only 75% of the plant capacity and there was a lot of scope for the growth of OAgri. On these representations the plaintiff No.2 and respondents entered into Share Purchase Agreement dated07.10.2022 which was amended on 26.01.2022. The Credit Facility Agreement was also entered into between petitioner no.1 and respondent no.1, 2 and 3.
