INVESTMENT AGREEMENT

BETWEEN

UTKARSH SMALL FINANCE BANK LIMITED

(as the Company)

AND

PERSONS NAMED IN PART C OF SCHEDULE 1

(as the Subscribing Investors)

Dated 10 February 2021

 TABLE OF CONTENTS

1. Definitions and Interpretation ......................................................................................................... 2

2. Agreement for Subscription .......................................................................................................... 10
3. Representations and Warranties .................................................................................................... 19
4. Conditions of the Subscription and Termination .......................................................................... 30
5. Miscellaneous ............................................................................................................................... 34
Schedule 1 ............................................................................................................................................. 41
Part A Shareholding Pattern of the Company Prior to Subscription ..................................................... 41
Part B Shareholding Pattern of the Company on a Fully Diluted Basis Post Subscription .................. 42
Part C Details of Subscribing Investors, Subscription Shares and Subscription Consideration ........... 43
Part D Details of other Shareholders..................................................................................................... 44
Schedule 2 Form of Subscription Notice .............................................................................................. 45
Schedule 3 Form of Ready to Remit Notice (See Clause 2.01(e))....................................................... 46
Schedule 4 Original Company Disclosure Schedule ............................................................................ 47
Schedule 5 Limitations on Liability ...................................................................................................... 49
Schedule 6 Restated Articles ................................................................................................................ 53
Schedule 7 Anti Corruption Guidelines .............................................................................................. 107
Schedule 8 Form of Acknowledgment & Consent Letter ................................................................... 110
Schedule 9 Material Contracts ............................................................................................................ 112
Schedule 10 ESG Questionnaire ......................................................................................................... 113
Schedule 11 Impact indicators ............................................................................................................ 129
Schedule 12 AML Questionnaire........................................................................................................ 134
Schedule 13 Code of Ethics , Business Integrity & ESG .................................................................... 138
 INVESTMENT AGREEMENT

THIS INVESTMENT AGREEMENT (the “Agreement”) is made on 10 February 2021 (“Execution

Date”) between:

(1) UTKARSH SMALL FINANCE BANK LIMITED, a banking company organised and
existing under the laws of India (the “Company”) and having its registered office at S-24/1-2,
First Floor, Mahavir Nagar, Orderly Bazar, Varanasi -221002, India; and

(2) THE SEVERAL PERSONS named as Subscribing Investors in Part C of Schedule 1 (the
“Subscribing Investors”).

The Subscribing Investors are hereinafter individually referred to as a “Subscribing Investor” and
collectively as the “Subscribing Investors”. The Company and the Subscribing Investors are
hereinafter individually referred to as a “Party” and collectively as the “Parties”.

RECITALS

WHEREAS:

(A) The Company is engaged in the Business (as defined below).

(B) The Company needs additional funds for expanding the Business. The Company is, therefore,
desirous of raising additional capital by the issuance of the Subscription Shares (as defined
below) to the Subscribing Investors on a preferential allotment basis.

(C) In light of the above, the Company is entering into this Agreement with the Subscribing
Investors to set out the terms of the issuance and allotment of the Subscription Shares to the
Subscribing Investors.

IT IS AGREED:

SECTION I

1. Definitions and Interpretation

1.01. Definitions.

Wherever used in this Agreement, unless the context otherwise requires, terms defined in any part of
this Agreement, including any Section or Clause shall, when capitalised, have the same meanings unless
otherwise defined herein. Further, the following terms, when capitalised shall have the following
meanings:

“Accounting Standards” means Indian generally accepted accounting principles promulgated by the
Institute of Chartered Accountants of India, together with its pronouncements thereon from time to time,
and applied on a consistent basis;

“Accounts Date” means 30 September 2020;

“Act” means the (Indian) Companies Act, 2013, to the extent notified, and all amendments or statutory
modifications thereto or re-enactment thereof, except where otherwise expressly provided;

“Acknowledgment & Consent Letter” means a letter in an agreed form set out in Schedule 7 (Form
of Acknowledgment & Consent Letter) hereto;

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“Adjustment Event” means any share split, bonus issue, stock dividend, rights issue, re-capitalisation
or recombination affecting Share Equivalents and any other transaction having the effect of any of the
foregoing;

“Affiliate” means, with respect to: (a) any Person, any Person directly or indirectly Controlling,
Controlled by or under common Control with, that Person; and (b) a Person being a natural person,
shall include Relatives of such Person and, without any prejudice to the foregoing, in relation to a
Subscribing Investor, shall also include any fund, trust, partnership (including any co-investment
partnership), special purpose vehicle or other vehicle which is under common Control by the Person
Controlling such Subscribing Investor but shall exclude any portfolio company of such Subscribing
Investor and/or its Affiliates;

“Applicable Law” means all applicable statutes, laws, ordinances, rules and regulations, including but
not limited to, any license, permit or other governmental Authorisation, in each case as in effect from
time to time;

“Arbitral Tribunal” has the meaning set forth in Clause 5.03(c) of this Agreement;

“Audited Financial Statements” means the audited financial statements of the Company for the
accounting reference period ending on the Accounts Date which have been prepared in accordance with
the Accounting Standards, and includes the balance sheet, a statement of profit and loss account and
statement of cash flow;

“Auditors” means the independent, external auditors of the Company;

“Authority” means any national, supranational, regional or local government or governmental,

statutory, regulatory, administrative, fiscal judicial, or government-owned body, department,
commission, authority, tribunal, agency or entity, or central bank (or any Person whether or not
government owned and howsoever constituted or called, that exercises the functions of a central bank);

“Authorisations” means any consent, registration, filing, agreement, notarisation, certificate, license,
approval, permit authority or exemption from, by or with any Authority, whether given by express
action or deemed given by failure to act within any specified time period and all corporate, creditors
and shareholders’ approvals or consents;

“Big 4 Firm” means any one of KPMG, EY, PricewaterhouseCoopers and Deloitte Haskins & Sells,
and their respective local Indian affiliates;

“Board” means the board of directors of the Company, as constituted from time to time;

“Business” means carrying on the business of small finance bank as licensed by the RBI and any other
business of the Company as duly approved by the Board and/or the Company’s shareholders from time
to time;

“Business Day” means a day other than Saturday or Sunday when banks in: (i) Singapore, (ii) New
York, (iii) Mauritius; and (iv) Varanasi, India are open for business;

“Business Plan” has the meaning set forth in Clause 4.01(k) of this Agreement;

“COVID-19 Impact” means the impact of the COVID-19 pandemic upon the Business;

“Charter” means the memorandum of association and the articles of association of the Company, as
amended from time to time;

“Claim” means any action, claim, lawsuit or demand;

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“Client” means any borrower, investee or other Person financed directly or indirectly by the Relevant
Financing Operations;

“Coercive Practice” has the meaning set forth in Schedule 7 (Anti-Corruption Guidelines);

“Collusive Practice” has the meaning set forth in Schedule 7 (Anti-Corruption Guidelines);

“Confidential Information” has the meaning set forth in Clause 5.09(a) of this Agreement;

“Continuing Provisions” means Clause 1 (Definitions & Interpretation), Clause 4.02 (Termination)
and Clause 5 (Miscellaneous) of this Agreement;

“Control” means the power to direct the management or policies of a Person, directly or indirectly,
whether through the ownership of shares or other securities, by contract or otherwise; provided that, in
any event, the direct or indirect ownership of fifty per cent. (50%) or more of the voting share capital
of a Person is deemed to constitute Control of that Person, and “Controlling” and “Controlled” have
corresponding meanings;

“Corrupt Practice” has the meaning set forth in Schedule 7 (Anti-Corruption Guidelines);

“Country” means the Republic of India;

“Current Company Disclosure Schedule” means the Original Company Disclosure Schedule, as
supplemented by the Updated Company Disclosure Schedule which has been provided in accordance
with the introductory paragraph of Clause 3.01(Representations and Warranties by the Company);

“Cut-off Date” means 10 March 2021 or such other later date as may be decided with the mutual
written consent of the Parties;

“DRHP” means the draft red herring prospectus to be filed by the Company with the SEBI in relation
to an initial public offering of the equity shares of the Company;

“Director” means a director of the Company from time to time;

“Dispute” has the meaning set forth in Clause 5.03(b) of this Agreement;

“Dollars” or “$” means the lawful currency of the United States of America;

“Equity Shares” means the equity shares of the Company having a face value of INR 10;

“Exclusion List” means the following list of prohibited activities:

(a) Production or trade in any product or activity deemed illegal under host country laws or
regulations or international conventions and agreements, or subject to international bans, such
as pharmaceuticals, pesticides/herbicides, ozone depleting substances, PCB’s, wildlife or
products regulated under CITES (Convention on International Trade in Endangered Species of
Wild Fauna and Flora).
(b) Production or trade in weapons and munitions.
(c) Production or trade in alcoholic beverages (excluding beer and wine). This does not apply to
project sponsors who are not substantially involved in these activities. “Not substantially
involved” means that the activity concerned is ancillary to a project sponsor’s primary
operations.
(d) Production or trade in tobacco.
(e) Gambling, casinos and equivalent enterprises.

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(f) Pornography.
(g) Production or trade in radioactive materials. This does not apply to the purchase of medical
equipment, quality control (measurement) equipment and any equipment which the Company
considers the radioactive source to be trivial and/or adequately shielded.
(h) Production or trade in unbonded asbestos fibres. This does not apply to purchase and use of
bonded asbestos cement sheeting where the asbestos content is less than twenty per cent. (20%).
(i) Drift net fishing in the marine environment using nets in excess of 2.5 km. in length.
(j) Production or activities involving harmful or exploitative forms of forced labour/harmful child
labour. Forced labour means all work or service, not voluntarily performed, that is extracted
from an individual under threat of force or penalty. Harmful child labour means the employment
of children that is economically exploitive, or is likely to be hazardous to, or to interfere with,
the child’s education, or to be harmful to the child’s health, or physical, mental, spiritual, moral,
or social development.
(k) Production, trade, storage, or transport of significant volumes of hazardous chemicals, or
commercial scale usage of hazardous chemicals. Hazardous chemicals include gasoline,
kerosene, and other petroleum products.
(l) Production or activities that impinge on the lands owned, or claimed under adjudication, by
Indigenous Peoples, without full documented consent of such peoples.
(m) Prostitution.

“Financial Statements” means Audited Financial Statements;

“Fraudulent Practice” has the meaning set forth in Schedule 7 (Anti-Corruption Guidelines);

“Fully Diluted Basis” means with respect to any calculation of the number of shares of the Company,
calculated as if all Share Equivalents outstanding on the date of calculation have been exercised or
exchanged for or converted into Equity Shares;

“Fundamental Warranties” means the Company Warranties set out in Clauses means the Company
Warranties set out in Clauses 3.01(a) (Organisation and Authority), 3.01(b) (Validity), 3.01(c) (No
Conflict), 3.01(e) (Charter), 3.01(f) (Capital structure and due authorisation of Subscription Shares)
and 3.01(ee) (Insolvency) hereto;

“Government Official” means (a) any official, officer, employee or representative of, or any Person
acting in an official capacity for, any Authority, (b) any political party or party official or candidate for
political office or (c) any company or other entity owned, in whole or in part, or controlled by any
Person described in the foregoing clause (a) or (b) of this definition;

“INR” or “Rs.” or “Rupees” or “₹” means the lawful currency of the Country;

“Increased Loss” has the meaning set forth in Clause 5.08(c) of this Agreement;

“Intellectual Property Rights” means collectively or individually, the following worldwide rights in,
arising out of, or relating to intangible property, whether or not filed, perfected, registered or recorded
and whether now or hereafter existing, filed, issued or acquired: (a) rights in trademarks, trademark
registrations, and applications therefor, trade names, service marks, service names, logos, slogans,
designs, brand names, business and product names or trade dress; (b) rights relating to the protection
of trade secrets and confidential information; and (c) internet domain names, internet and world wide
web uniform resource locators or addresses;

“Lien” means any encumbrance, mortgage, debenture, lien, pledge, charge, assignment,
hypothecation, any form of security interest, title retention, preferential right, option (including call

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commitment), adverse claim, trust arrangement, right of set-off, counterclaim or banker's lien, privilege
or priority of any kind, restrictive covenant, condition or restriction having the effect of security, any
designation of loss payees or beneficiaries or any similar arrangement under or with respect to any
insurance policy or any preference of one creditor over another arising by operation of law or an
agreement to do any of the foregoing;

“Listing” means the admission of the Equity Shares of the Company to listing on any Relevant Market;

“Loss” means any direct actions and claim, losses, damages, liabilities, costs (including reasonable
attorneys’ fees and disbursements), expenses, demand, assessment, judgment, order, decree, action,
cause of action, litigation, suit, investigation or other proceeding and excludes any consequential,
punitive, remote losses, loss of opportunity or profit and indirect losses, provided that the Loss
described in Clause 5.08(b) hereto shall be deemed to be a direct Loss to the relevant Subscribing
Investor;

“Management Accounts” means the provisional unaudited balance sheet of the Company as at the
Management Accounts Date and the provisional unaudited profit and loss account for the period ended
on the Management Accounts Date;

“Management Accounts Date” means 31 December 2020;

“Material Adverse Effect” means any event, circumstance, development, condition or change or
effect that materially and adversely affects or could reasonably be expected to materially and adversely
affects:

(a) the Company’s assets, properties, prospects or financial condition which either individually or
collectively results in a reduction in more than ten per cent (10%) of the value of the Business;

(b) the reasonable implementation of the Business Plan or the carrying on of the Company's
business or operations; and/or

(c) the ability of the Parties to materially comply with their obligations under this Agreement or
the Charter.

“Material Contract” means the contracts set out in Schedule 9 (Material Contracts) entered into by
the Company;

“Money Lending Statutes” means the relevant legislations relating to the business of money lending
that have been passed by the states of the Country in which the Company conducts its business;

“NABARD” means the National Bank for Agricultural and Rural Development;

“NDI Rules” means the Foreign Exchange Management (Non-debt Instruments) Rules, 2019;

“Obstructive Practice” has the meaning set forth in Schedule 7 (Anti-Corruption Guidelines);

“Ordinary Course of Business” means, in the context of the Business, the ordinary and usual course
of business of the Company consistent with its past custom and practice in all material respects and
includes the conduct of the Business as affected by COVID-19 Impact;
“Original Company Disclosure Schedule” has the meaning set forth in the introductory paragraph to
Clause 3.01 (Representation and Warranties by the Company);
“Person” means any individual, corporation, company, partnership, firm, voluntary association, joint
venture, trust, unincorporated organization, Authority or any other entity whether acting in an
individual, fiduciary or other capacity;

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“RBI” means the Reserve Bank of India;

“Ready to Remit Notice” has the meaning set forth in Clause 2.01(e) (Subscription);

“Ready to Remit Notice Period” has the meaning set forth in Clause 2.01(e) (Subscription);

“Receipt Confirmation Notice” has the meaning given to it under Clause 2.01(e)(ii)(I);

“Recipient” has the meaning set forth in Clause 5.09(a) of this Agreement;

“Related Party” means any Person as would be defined as a ‘related party’ within the meaning of the
Act;

“Relative” has the same meaning as ascribed to it in the Act;

“Relevant Financing Operations” means all of the existing and future financing operations of the
Company;

“Remittance Confirmation Notice” has the meaning given to it under Clause 2.01(e)(ii)(II);

“Remittance Confirmed Investors” has the meaning given to it under Clause 2.01(e)(i) or
Clause 2.01(e)(ii)(III)(A), as applicable;

“Remittance Ready Investors” has the meaning given to it under Clause 2.01(e)(ii)(I);

“Restated Articles” means the articles of association of the Company that would be amended and
restated in the form attached hereto as Schedule 6 at Subscription;

“Relevant Market” means the BSE Limited, the National Stock Exchange of India Limited, or any
other reputable and internationally recognized automated quotation system(s) or stock exchange(s);

“Restricted Country” means (a) Cuba, Iran, North Korea, Syria or any other country or territory the
government or nationals of which any Person subject to the jurisdiction of the United States is or
becomes prohibited from dealing with under any Sanction administered by United States Department
of the Treasury’s Office of Foreign Assets Control or any other United States Governmental Authority,
or (b) Central African Republic, Democratic Republic of the Congo, Eritrea, Iran, Iraq, Lebanon,
Libya, Mali, Myanmar, Nicaragua, North Korea, Russia, Somalia, South Sudan, Sudan, Syria, Ukraine,
Venezuela, Yemen, Zimbabwe or any other country or territory in respect of which the Canadian
government has imposed Sanctions under the United Nations Act, the Special Economic Measures Act
or the Justice for Victims of Corrupt Foreign Officials Regulations, (collectively, the “Canada
Sanction Countries”);

“Sanctions” means the “Specially Designated Nationals And Blocked Persons” list maintained by the
United States Department of the Treasury’s Office of Foreign Assets Control, Consolidated List of
Financial Sanctions Targets and the Investment Ban List maintained by Her Majesty’s Treasury, the
World Bank Listing of Ineligible Firms, the United Nations Security Council Sanctions Lists and any
other publicly available internationally recognized “blacklist” or embargo program administered or
imposed by any United States governmental Authority, the World Bank Group (as defined in Schedule
7 hereto), the United Nations Security Council (or its committees), the European Union (including the
financial sanctions under the European Union Common Foreign and Security Policy), Interpol, the
Asian Development Bank, or any governmental Authority of India or the Canadian Office of the
Superintendent of Financial Institutions;

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“Sanctionable Practice” means any Corrupt Practice, Fraudulent Practice, Coercive Practice,
Collusive Practice or Obstructive Practice, as defined herein and interpreted in accordance with the
Anti-Corruption Guidelines set forth in Schedule 7 (Anti-Corruption Guidelines);

“Share Capital” means the total paid up share capital of the Company determined on a Fully Diluted
Basis;

“Share Equivalents” means preference shares, bonds, loans, warrants, options or other similar
instruments or securities which are convertible into or exercisable or exchangeable for, or which carry
a right to subscribe for or purchase, Equity Shares (or any other Share Equivalents) or any instrument
or certificate representing a beneficial ownership interest in the common shares of the Company,
including global depositary receipts or American depositary receipts;

“Shareholder Rights” shall mean the rights and obligations set out under Article 31 (Further Issue
and Transfer of Shares), Article 32 (Corporate Governance), Article 33 (Information Rights),
Article 34 (Company Covenants), Article 35 (Anti-Dilution), and Article 36.1 (Listing & Merger) of
Part B of the Restated Articles attached hereto as Schedule 6;

“SIAC Rules” has the meaning set forth in Clause 5.03(b) of this Agreement;

“SIDBI” means the Small Industries Development Bank of India;

“Subscription” means the completion and consummation of subscription for the Subscription Shares
by the Subscribing Investors in the manner set out in Part C of Schedule 1, in accordance with the terms
of this Agreement;

“Subscription Consideration” means in relation to each Subscribing Investor, the consideration

amount set forth against the name of such Subscribing Investor in Part C of Schedule 1, as consideration
towards the subscription of the Subscription Shares;

“Subscription Date” means: (a) if the Company receives the Ready to Remit Notice from all the
Subscribing Investors on or prior to the expiry of the Ready to Remit Notice Period, the second (2nd)
Business Day from the date of receipt of last Ready to Remit Notice (as intimated to the Subscribing
Investors by the Company in writing); or (b) if the Company receives any Remittance Confirmation
Notice within one (1) Business Day from the date of the Receipt Confirmation Notice, the second (2nd)
Business Day from the date of the Receipt Confirmation Notice;

“Subscription Notice” means a notice in the form set forth in Schedule 2 (Form of Subscription
Notice);

“Subscription Shares” in relation to each Subscribing Investor, means the number of Equity Shares
set forth against the name of such Subscribing Investor in Part C of Schedule 1;

“Tax” or “Taxes” or “Taxation” means any present or future taxes (including stamp taxes,
governmental charges, fees, levies or assessments, withholding obligations, duties and other charges
of whatever nature levied by any Authority and shall include any interest, fines, and penalties related
thereto;

“Transaction Documents” means this Agreement, the Current Company Disclosure Schedule, and all
other agreements and documents executed pursuant hereto that may be designated by the Parties as a
Transaction Document;

“UCL” means Utkarsh CoreInvest Limited;

“Updated Company Disclosure Schedule” has the meaning set forth in the introductory paragraph
to Clause 3.01 (Representations and Warranties by the Company);

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“Valuation Report” means a valuation report issued by a SEBI registered Category I merchant
banker certifying the fair market valuation of the Equity Shares; and

“Virtual Data Room” means the virtual data room operated by SecureDocs, Inc. under the name
‘Utkarsh Small Finance Bank Limited (USFBL)’ and its contents as on the Execution Date (as
evidenced by the document index of the Virtual Data Room provided by the Company to the
Subscribing Investors on or prior to the Execution Date) available at
https://login.securedocs.com/users/sign_in, a link to which has been created and shared with the
Subscribing Investors on or prior to the date of this Agreement, receipt of which is acknowledged
by the Subscribing Investors.

1.02. Interpretation.

In this Agreement, unless the context otherwise requires:

(a) headings are for convenience only and do not affect the interpretation of this Agreement;

(b) words importing the singular include the plural and vice versa;

(c) a reference to a Clause, Party, Schedule, Recital or Section is a reference to that Clause or
Section or Recital of, or that Party or Schedule to, this Agreement;

(d) a reference to a document in the “agreed form” is a reference to a document approved and for
the purposes of identification initialed by or on behalf of the Parties;

(e) a reference to a document includes an amendment or supplement to, or replacement or novation

of, that document but disregarding any amendment, supplement, replacement or novation made
in breach of this Agreement;

(f) general words in this Agreement shall not be given a restrictive meaning by reason of their
being preceded or followed by words indicating a particular class of acts, matters or things or
by examples falling within the general words;

(g) a reference to a Party to any document includes that Party’s successors, heirs and permitted
assigns, as appropriate;

(h) reference to statutory provisions shall be construed as meaning and including references also to
any amendment or re-enactment (whether before or after the date of this Agreement) for the
time being in force and to all statutory instruments or orders made pursuant to such statutory
provisions;

(i) the words “directly or indirectly” mean directly, or indirectly through one or more intermediary
persons or through contractual or other legal arrangements, and “direct or indirect” have the
correlative meanings;

(j) the rights and obligations of each of the Subscribing Investors under this Agreement shall be
several and no Subscribing Investor shall be held liable for the default of any other Subscribing
Investor;

(k) In this Agreement, references to a number or percentage of “Equity Shares” and “Share
Equivalents” shall be such number or percentage of “Equity Shares” and “Share Equivalents”
as would be held at the relevant time taking into account all Adjustment Events occurring prior
to such time; and

9
(l) If, in calculating a price or an amount, the relevant variables for such calculation are expressed
in different currencies then all such variables for the purposes of such calculation shall be in
Rupees.

SECTION II

2. Agreement for Subscription

2.01. Subscription.

(a) Subscription to Subscription Shares. Subject to the terms of this Agreement and in the manner
contemplated herein, relying on the representations, warranties, covenants and undertakings of
the Company as contained in this Agreement, each Subscribing Investor hereby agrees to
subscribe to, and the Company hereby agrees to issue and allot to such Subscribing Investor,
the Subscription Shares on the Subscription Date, whereby such Subscribing Investor shall
become the legal and beneficial owner of the Subscription Shares, free from all Liens and
together with all rights, title, interest and benefits appertaining thereto, in exchange for the
Subscription Consideration, to be paid by such Subscribing Investor to the Company for
subscribing to the Subscription Shares.

(b) Subscription Consideration. On the Subscription Date, as consideration for the subscription to
the Subscription Shares, each Subscribing Investor shall, in the manner specified in Clause
2.01(h) below, wire transfer the Subscription Consideration to the bank account of the Company
specified in the Subscription Notice.

(c) On the Subscription Date, upon the occurrence of Subscription, the Share Capital of the
Company on a Fully Diluted Basis shall be as set out in Part B of Schedule 1 hereto.

(d) Part B of Schedule 1 contains a capitalisation table showing the number of Equity Shares which
shall be owned by each Subscribing Investor after the consummation of the Subscription in
accordance with the terms of this Agreement.

(e) Subscription Conditions. Subject to the terms of this Agreement, and the satisfaction (or waiver
or deferral by the Subscribing Investors) of the conditions of Subscription set forth in Clause
4.01 (Conditions of Subscription), the Company shall deliver a Subscription Notice to the
Subscribing Investors, confirming that the conditions of Subscription set out in Clause 4.01
have been satisfied and enclosing all relevant documentary evidence as is available to the
Company to support the statements in such letter or to the extent that they have not been
satisfied, attaching the Subscribing Investors’ waiver or deferral of such unsatisfied
condition(s), no later than the Cut-off Date. Upon receipt of the Subscription Notice, each of
the Subscribing Investors shall, as soon as reasonably practicable and no later than twenty one
days (21) days from the date of such Subscription Notice (“Ready to Remit Notice Period”),
issue a written notice, substantially in the form set out in Schedule 3 along with the completed
application form appended to the Form PAS-4 in relation to the Subscription Shares (“Ready
to Remit Notice”), to the Company confirming that the Subscribing Investor shall be able to
wire transfer the Subscription Consideration in immediately available funds to the bank account
of the Company on the Subscription Date. In the event:

(i) the Company receives the Ready to Remit Notice from such of the Subscribing
Investors whose respective Subscription Consideration, when aggregated, amount to at
least Rs. 2,000,000,000 (two billion rupees) on or prior to the expiry of the Ready to
Remit Notice Period (such Subscribing Investors, the “Remittance Confirmed
Investors”), then the Company and the Remittance Confirmed Investors shall proceed
with Subscription in accordance with the procedure set out in Clause 2.01(h) below on
the Subscription Date, and, with respect to the Subscribing Investors who are not the

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 Remittance Confirmed Investors, the Company shall not be obliged to complete this
Agreement with respect to such Subscribing Investors and may with a written notice to
such Subscribing Investors:

(I) retrospectively grant an extension to the Ready to Remit Notice Period (with
the provisions of Clause 2.01(e)(i) applying to the Ready to Remit Notice
Period so extended), provided that such extension shall be no later than 31
March 2021; or

(II) treat this Agreement as terminated; or

(ii) the Company has not received the Ready to Remit Notice from such of the Subscribing
Investors whose respective Subscription Consideration, when aggregated, amount to at
least Rs. 2,000,000,000 (two billion rupees) on or prior to the expiry of the Ready to
Remit Notice Period, then:

(I) within one (1) Business Day after the expiry of the Ready to Remit Notice
Period, the Company shall issue a written intimation to all the Subscribing
Investors (“Receipt Confirmation Notice”) identifying the Subscribing
Investors from whom the Company has received Ready to Remit Notice on or
prior to the expiry of the Ready to Remit Notice Period (the “Remittance
Ready Investors”);

(II) each of the Remittance Ready Investors shall have the right (but not the
obligation to) to proceed to Subscription on the Subscription Date by issuing a
written notice to the Company within one (1) Business Day from the date of
the Receipt Confirmation Notice (“Remittance Confirmation Notice”)
setting out its confirmation on proceeding with the Subscription on the
Subscription Date; and

(III) if:

(A) the Company receives any Remittance Confirmation Notice within one
(1) Business Day from the date of the Receipt Confirmation Notice,
then the Company and such of the Remittance Ready Investors who
have issued a Remittance Confirmation Notice (the “Remittance
Confirmed Investors”) shall proceed with Subscription in accordance
with the procedure set out in Clause 2.01(h) below on the Subscription
Date; or

(B) the Company does not receive any Remittance Confirmation Notice
within one (1) Business Day from the date of the Receipt Confirmation
Notice, then the Company shall not be obliged to complete this
Agreement and may with a written notice to the Subscribing Investors:
(1) retrospectively grant an extension to the Ready to Remit Notice
Period (with the provisions of Clauses 2.01(e)(i) and 2.01(e)(ii)
applying to the Ready to Remit Notice Period so extended), provided
that such extension shall be no later than 31 March 2021; or (2) treat
this Agreement as terminated.

(f) No Party shall terminate this Agreement after the satisfaction or waiver or deferral of all of the
conditions of Subscription set out in Clause 4.01, except in accordance with Clause 4.02. The
Subscribing Investors (at the written request of the Company) may waive or defer in writing,
in whole or in part, all or any of the conditions of Subscription.

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(g) Subscription Notice. Unless this Agreement is terminated in accordance with Clause 4.02(a),
upon the fulfilment to the Subscribing Investors’ satisfaction (or waiver or deferral by the
Subscribing Investor) of the conditions of Subscription set forth in Clause 4.01 (Conditions of
Subscription) (whether or not if a Subscription Notice is delivered by the Company to the
Subscribing Investors in accordance with Clause 2.01(e)), then, subject to: (i) either: (I) all
Subscribing Investors having issued a Ready to Remit Notices in accordance with
Clause 2.01(e)(i); or (II) one or more Remittance Confirmed Investors having issued a
Remittance Confirmation Notice; and (ii) a Remittance Confirmed Investor having complied
with its obligation under Clause 2.01(h)(i), the Company shall be obliged to issue the
Subscription Shares to such Subscribing Investor, on the Subscription Date and shall take all
necessary corporate and other action, including but not limited to all appropriate steps to ensure
that a general meeting of the Company’s shareholders and/or a meeting of the board of directors
(“Board”), as applicable, is promptly convened, to ensure that the Subscription Shares shall be
issued to the Remittance Confirmed Investors, on the Subscription Date, in accordance with the
terms of this Agreement.

(h) Subscription Completion.

(i) On the Subscription Date, each of the Remittance Confirmed Investor shall remit the
Subscription Consideration, in full, to the bank account of the Company specified in
the Subscription Notice as consideration for the subscription of the Subscription
Shares, and deliver to the Company, irrevocable remittance instructions (SWIFT
message in MT 103) as proof of such remittance to the Company.

(ii) The Company shall, immediately, upon receipt of the Subscription Consideration from
such Subscribing Investors in the Company’s designated bank account:

(I) in a meeting of the Board, pass resolutions in order to: (a) issue and allot the
Subscription Shares to each of such Remittance Confirmed Investors free of
all Lien; or rights of third parties, ranking pari passu with the existing Equity
Shares; and (b) authorise the steps set out in sub-clauses (II) to (V) herein
below;

(II) record the names of each of such Remittance Confirmed Investors as the legal
and beneficial owner of the Subscription Shares in the Company’s share
register/ register of members and deliver to each of such Remittance Confirmed
Investors a certified true copy of the relevant extract of the Company’s share
register/ register of members evidencing such Remittance Confirmed
Investor’s valid title to the Subscription Shares free of all Lien;

(III) deliver to each of such Remittance Confirmed Investors duly stamped share
certificate(s) or, if applicable, updated beneficial ownership statement or
record of the depository participant in customary form, evidencing the issuance
of the Subscription Shares to such Remittance Confirmed Investors and its
valid title to such shares, along with certified copy of the board resolution
mentioned at sub-clause (I) above;

(IV) provide to each of such Remittance Confirmed Investors evidence satisfactory

to such Remittance Confirmed Investors that the Subscription Shares have
been duly and validly authorised and issued, are fully paid and save and except
as agreed in the Restated Articles freely transferable without requiring any
Authorisation of any Authority, and that all other legal requirements in
connection with their authorisation, issue and delivery have been duly satisfied
(save any post-issue filings and other requirements to be undertaken by the
Company in accordance with Clause 2.03); and

12
 (V) provide to each of such Remittance Confirmed Investors a copy of the
complete record of private placement offer in Form PAS-5.

(i) The Parties agree that the fulfillment of the obligations of the Company set forth in Clause
2.01(h)(ii)(I) through (III) above are conditions precedent to the application of any funds
disbursed by each of the Remittance Confirmed Investors under Clause 2.01(h)(i) for the
subscription of the Subscription Shares. Accordingly, any funds disbursed in accordance with
Clause 2.01(h)(i) shall be held in trust by the Company (for the benefit of the relevant
Remittance Confirmed Investor) until the acts set forth in Clause 2.01(h)(ii)(I) through (II) have
been performed and the Subscribing Investor has notified the Company in writing that such
funds can be released to the Company.

(j) The Company shall pay all Taxes, fees or other charges payable on or in connection with the
execution, issue, subscription, delivery, registration, translation or notarisation of this
Agreement, the Subscription Shares and any other documents related to this Agreement.

(k) If there is a breach of any obligation in:

(i) Clause 2.01(h)(i) on the Subscription Date by one or more Remittance Confirmed
Investor, the Company shall not be obliged to complete this Agreement and may with
a written notice to the defaulting Party:

(I) defer Subscription (with the provisions of this Clause 2.01(h) applying to the
Subscription so deferred); or

(II) proceed to Subscription as far as practicable (without limiting its rights and
remedies under this Agreement); or

(III) treat this Agreement as terminated for breach of condition only with respect to
the defaulting Party and such defaulting Party shall cease to be a party to this
Agreement; or

(ii) Clause 2.01(h)(ii) on the Subscription Date by the Company, the non-defaulting Party
(being a Subscribing Investor) shall not be obliged to complete this Agreement and
may with a written notice to the Company:

(I) defer Subscription (with the provisions of this Clause 2.01(h) applying to the
Subscription so deferred); or

(II) proceed to Subscription as far as practicable (without limiting its rights and
remedies under this Agreement); or

(III) treat this Agreement as terminated for breach of condition, and such non-
defaulting Party shall cease to be a party to this Agreement. It is agreed that if
a Remittance Confirmed Investor has terminated this Agreement under this
Clause 2.01(k)(ii)(III), the Company shall immediately refund the Subscription
Consideration, in full, to such Remittance Confirmed Investor.

(l) The obligations of the Company and each of the Subscribing Investors (on a several basis) in
Clause 2.01(h) are interdependent of each other. The Subscription shall not occur with respect
to a Subscribing Investor unless all of the obligations specified in this Clause 2.01(h) of the
Company (on the one hand) and each of the Subscribing Investor on a several basis (on the
other hand) are respectively complied with and are fully effective. Notwithstanding the
provisions of Clause 2.01(h) hereto, all actions to be taken and all documents to be executed
and delivered by the Parties hereunder at Subscription in relation to each Subscribing Investor

13
 and the coming into effect on the Subscription Date of all the documents referred to in this
Agreement shall be deemed to have been taken and executed and to have come into effect
simultaneously and no actions shall be deemed to have been taken nor documents executed or
delivered, and no documents shall be deemed to have come into effect on the Subscription Date
until all such agreements/deeds/documents have been taken, executed, delivered and have come
into effect with respect to each Subscribing Investor.

(m) Subscribing Investors’ Covenants. Each of the Subscribing Investor hereby irrevocably agrees
and accords its prior consent and approval to:

(i) the merger of the Company with UCL or vice versa undertaken in accordance with the
Restated Articles;

(ii) one or more rounds of investments in the Company by any Person (including the
existing shareholders of UCL) as may be identified in the Current Company Disclosure
Schedule, through further issuances of securities at the fair market value of the
Company as set out in the Valuation Report, provided that (i) such investments shall
be consummated on or prior to 31 March 2021; (ii) the shareholder rights granted to
the incoming investors pursuant to such investments, shall be no more favourable than
the rights available to the Subscribing Investor under the Charter on and from
Subscription, and

(iii) each of the Subscribing Investor covenants that, if the above acts brought for vote
before a validly convened general meeting of the Company, then it shall vote in favour
of these items.

2.02. Company’s obligations until the Subscription Shares are issued.

(a) Until the Subscription Shares have been subscribed and issued in accordance with the terms of
this Agreement:

(i) the Company shall at all times maintain a sufficient number of authorised and unissued
Share Capital to permit the subscription by the Subscribing Investors of the
Subscription Shares;

(ii) the Company to conduct its operations in the Ordinary Course of Business and shall
use its reasonable best efforts to preserve intact its business organisations and
relationships with third parties and to keep available the services of its present officers
and employees; and

(iii) the Company shall provide to the Subscribing Investors, access to non-confidential
information in respect of all properties, assets, corporate, financial and other records,
reports, books, contracts and commitments, information of/with regard to the
Company, upon reasonable notice being not less than three (3) Business Days, to the
extent permitted under Applicable Law.

(iv) The Company shall notify the Subscribing Investors in writing, promptly, and in any
event no later than 2 (two) Business Days from receipt of notice by the Company of:

(A) any material actions, suits, proceedings, investigations, litigation, arbitration or

administrative proceedings of any kind, other than which pertain to the Ordinary
Course of Business of the Company, in any court or before any arbitrator or any
other Authority that are filed against the Company;

14
 (B) any action or any steps taken or legal proceedings initiated against the Company,
for winding up, dissolution or re-organisation, insolvency, enforcement of any
Lien over any material part of their assets or for the appointment of any receiver,
administrative receiver, administrator, trustee of any material part of any or all
of its assets or revenues;

(C) occurrence of any Material Adverse Effect;

(D) any material fact, matter or circumstance that is reasonably likely to prevent
satisfaction of, any covenants or conditions to Subscription required to be
fulfilled by the Company under this Agreement.

(b) In addition to Clause 2.02(a), until the Subscription Shares have been subscribed and issued,
the Company shall not (other than in connection with the Subscription under this Agreement
and the Listing):

(i) increase its authorised share capital, except as may be required to give effect to the
Subscription as provided herein;

(ii) change the par value of, or the rights attached to, any of its Equity Shares of any class
or any Share Equivalents;

(iii) take any action by amendment of its Charter or through reorganisation, consolidation,
sale of share capital, merger or sale of assets, or otherwise, which might result in a
dilution or increase of the percentage interest in the Company to be held by any of the
Subscribing Investors when any of the Subscription Shares are issued to the
Subscribing Investors pursuant to the Subscription;

(iv) sell, lease, transfer or assign any of its assets, except in the Ordinary Course of Business
and consistent with past practice;

(v) create any Lien over any assets except in the Ordinary Course of Business;

(vi) amend the draft of the Restated Articles (as set out in Schedule 6) pursuant to the
directions of the RBI or otherwise in any manner which does not: (x) materially and
adversely impacts the rights of the Subscribing Investors as set out in Part A of the draft
of the Restated Articles attached hereto at Schedule 6; and (y) adversely impacts the
rights of the Subscribing Investors as set out in Part B of the drafts of the Restated
Articles attached hereto at Schedule 6.

(vii) declare, pay or make a dividend or distribution;

(viii) take any action that would make any Company Warranties (except to the extent as set
forth in the Current Company Disclosure Schedule) untrue, inaccurate or misleading in
any respect on or at any time prior to the Subscription Date;

(ix) take any action that could reasonably be expected to prevent, impair or materially delay
the ability of the Company to consummate the transactions contemplated by this
Agreement;

(x) dissolve, wind-up or liquidate the Company or any of its subsidiaries, whether or not
voluntary, or any restructuring or reorganisation which has a similar effect;

(xi) establish or set up of subsidiaries by the Company;

15
 (xii) make any alteration or amendment to the Charter which (x) adversely impacts the
Shareholder Rights and/or (y) materially and adversely impacts the provisions of the
Charter other than those relating to the Shareholder Rights, in each case other than as
required under the Transaction Documents and the Restated Articles; and/or

(xiii) agree or commit to take any of the actions described above.

2.03. Post-Subscription Actions.

(a) Immediately upon receipt of the approval of the RBI in response to the RBI Application, the
Company shall forthwith share a copy of such approval of RBI, with the Subscribing Investors.

(b) The Company agrees and undertakes that it shall intimate SIDBI in relation to the completion
of the Subscription in compliance with the provisions of the letters of intent between the
Company and SIDBI dated 21 March 2018, April 10, 2019, and 27 February 2020.

(c) The Company agrees and undertakes that it shall promptly undertake all applicable post-issue
filings and other requirements associated with the issuance of the Subscription Shares within
the time prescribed for such filings under the Applicable Law, including the following and shall
provide the Subscribing Investors with necessary documents evidencing fulfillment of such
actions, no later than the statutory timelines from the date on which each such action should
have been completed:

(i) the filing of Form MGT-14 and Form PAS-3 with the jurisdictional Registrar of
Companies;

(ii) the post-issuance reporting of the issuance of the Subscription Shares to the RBI in the
form and manner set out under the RBI’s Master Direction on Issue and Pricing of shares
by Private Sector Banks, Directions, 2016; and

(iii) Form FC-GPR (in Form SMF) with the RBI and all other documents required to be filed
in accordance with the NDI Rules and/or any other applicable notification, regulations or
Applicable Law, along with the submission acknowledgment e mail received from the
FIRMS portal as well as the approval e mail from the FIRMS portal.

(d) The Company shall review the business correspondent agreements and the outsourcing
agreements executed by it and the Company shall undertake reasonable efforts to amend/revise
these agreements on or prior to 30 June 2021 to align them with the RBI Master Circular on
Branch Authorisation dated 1 July 2014 (as amended) and the RBI Guidelines on Managing
Risks and Code of Conduct on Outsourcing of Financial Services by Banks dated 3 November
2006 (as amended).

(e) The Company shall, within 5 (five) Business Days of the Subscription Date, share with the
Investors, a valuation certificate from a chartered accountant indicating fair market value of the
Equity Shares in accordance with Section 56(2)(x) of the Income Tax Act, 1961.

2.04. Company Covenants.

(a) The Company hereby acknowledges, accepts and confirms that: (i) the Shareholder Rights shall
be incorporated into the Restated Articles in the manner contemplated in this Agreement subject
only to any amendments required by RBI in response to the RBI Application; (ii) the
Subscribing Investors shall be entitled to all such Shareholder Rights with effect from the
Subscription Date; and (iii) for the purposes of Articles 31.1, 32.4(b) and 33.1 of the Restated
Articles, the Company shall apply the shareholding thresholds identified therein to the

16
 Subscribing Investors on a non-diluted basis with respect to the employee stock options granted
by the Company.

(b) Notwithstanding anything contained herein, in the event the RBI requires such revisions or
modifications to the Restated Articles that, in the reasonable opinion of the Subscribing
Investors, adversely affects any of the Shareholder Rights, then the Company shall, on a best
efforts basis, mitigate the effect of such revisions or modifications and implement an alternate
structure(s) and/or mechanism(s), as agreed to with the Subscribing Investors in writing, such
that the Shareholder Rights are preserved, to the extent permitted under Applicable Law in the
same manner as are contemplated under the Restated Articles attached hereto as Schedule 6. It
is clarified that any alternate structure(s) and/or mechanism(s) contemplated hereinabove shall
be implemented so long as the same is permissible by the RBI.

(c) If pursuant to Clause 2.01(m)(ii), any share capital, Equity Shares or Share Equivalents are
issued by the Company between the Execution Date and the Subscription Date, each of the
Subscribing Investors shall have the right but not the obligation to subscribe to such number of
additional Equity Shares or Share Equivalents as is required to ensure that the shareholding of
the each of the Subscribing Investors in the Company (on a post-money and Fully Diluted
Basis) at Subscription is as set out in Part B of Schedule 1. The Subscription to such additional
Equity Shares or Share Equivalents by the Subscribing Investors shall occur on the Subscription
Date and on the same terms as those applicable to the subscription to Subscription Shares under
this Agreement.

(d) The Company shall, within ninety (90) days from the Subscription Date, adopt the revised
Employee Handbook dated 03 September 2019, which shall include a clause pertaining to non-
discrimination and equal opportunity aligned with International Finance Corporation’s
Performance Standards 2, paragraph 15, that shall include the following protected categories at
a minimum: gender, race, nationality, ethnic, social and indigenous origin, religion or belief,
disability, age, or sexual orientation.

(e) The Company shall, within 60 (sixty) days from the Subscription Date, adopt an Environmental
and Social Policy / ESMS which shall include the following, in addition to the clauses on
‘Utkarsh Commitment’, ‘Utkarsh Exclusion List’, ‘Utkarsh Inclusion List’ and ‘Grievance
Redressal Mechanism’ as set out in the policy dated September 23, 2014 as adopted by, and
applicable to, UCL:

(i) A framework for an environmental and social risk assessment and management
process;

(ii) A risk screening, classification, and monitoring program; and

(iii) Appropriate language to abide by national & local environmental and workplace safety
laws and regulations.

2.05. Company’s other covenants.

(a) The Company agrees and undertakes that it shall:

(i) on the Execution Date, deliver to the Subscribing Investor: (x) copy of the resolution
passed by the Board in agreed form authorising the execution of the Transaction
Documents to which the Company is a party and the consummation of the transactions
contemplated thereunder; and (y) a written confirmation that no Material Adverse
Effect has occurred or is subsisting on the Execution Date.

17
 (ii) procure that no proceeds of the Subscription Shares shall be used in connection with
business activities relating to any Restricted Country or any other country (or any
Person) that is subject to any Sanction; and

(iii) conduct its business in compliance, in all material respects, with all applicable
requirements of law.

(b) Without prejudice to Article 33 (Information Rights) of Part B of the Restated Articles, until
Listing, the Company shall furnish to the Subscribing Investor(s), upon request from the
Subscribing Investor(s) on an annual basis, the following information with respect to the
Company:

(i) list of significant beneficial owners of the Company as available with the Company
pursuant to Section 90 of the Act along with copy of the Form BEN-3;

(ii) the following details of the members of the Board: full name, date of birth and
nationality/nationalities;

(iii) the following details of executive management: full name, date of birth and
nationality/nationalities;

(iv) details of power of signatory to represent the entity in general and in particular as to
the envisaged transaction (evidenced by the register of commerce, a board resolution,
a signature list, etc.);

(v) copy of an identification document for each natural person identified in (i) to (iv) above
(management team members and/or directors) and signatories, certified by a senior
officer of the Company;

(vi) audited financial statements of the Company for the past 3 (three) years along with
audited consolidated statements of the Company for the past 3 (three) years (if any);
and/or

(vii) most recent articles of association (or similar document) in effect at the time of such
request.

(c) ESG & Impact.

(i) Until Listing, the Company shall fill in and provide to the Subscribing Investors an
ESG Questionnaire in the form specified in Schedule 10 (ESG Questionnaire) hereto,
on an annual basis, within 90 (ninety) days following the end of each calendar year.

(ii) Until Listing, the Company shall fill in and provide to the Subscribing Investors an
impact indicators questionnaire in the form specified in Schedule 11 (Impact
Indicators) hereto, within 90 (ninety) days after the end of each calendar year.

(d) AML. Until Listing, the Company shall fill in and provide to the Subscribing Investors an AML
Questionnaire, in the form specified in Schedule 12 (AML Questionnaire) hereto, on an annual
basis within 90 (ninety) days following the end of each calendar year.

(e) Until Listing, the Company agrees and undertakes that it shall, at all times, adhere to the code
of ethics, business integrity and environmental, social and governance principles set out in
Schedule 13 (Code of Ethics, Business Integrity & ESG).

18
(f) From the date of this Agreement until Listing, the Company shall not grant any employee stock
options below the fair market value of the Equity Shares as determined by a valuer registered
under the Act, provided that if the fair market value of the Equity Shares as determined by such
valuer is lesser than Rs. 27 (twenty seven rupees) per Equity Share, then the fair market value
of the Equity Shares shall be as determined by a Big 4 Firm for the purposes of granting such
employee stock options.

SECTION III

3. Representations and Warranties

3.01. Representations and Warranties by the Company.

The Company hereby represents and warrants to the Subscribing Investors that the statements
contained in this Clause 3.01 (“Company Warranties”), are true, accurate and not misleading
with respect to the Company and as of the date of this Agreement, except as otherwise set forth
in the Company’s disclosure schedule (the “Original Company Disclosure Schedule”)
attached to this Agreement as Schedule 4 (Original Company Disclosure Schedule) and which
shall be construed in accordance with the provisions of Clause 3.04 below and will remain true,
accurate and not misleading as on the Subscription Date and immediately prior to the
Subscription except as set forth in any Updated Company Disclosure Schedule to be delivered
and construed in accordance with the provisions of Clause 3.04 below.

(a) Organisation and authority.

(i) The Company is a banking company validly licensed by the RBI as a small finance bank,
duly incorporated and validly existing under the laws of India and has the corporate
power and authority to own its assets, conduct its business as presently conducted and to
enter into, and perform its obligations under this Agreement.

(ii) The copies of the Charter delivered to Subscribing Investors are true, correct and
complete copies and the Company has complied with all the provisions of its Charter.

(iii) The Company has no subsidiaries or joint ventures and has not formed an association of
persons for Tax purposes, nor does it own any direct or indirect equity, voting or
ownership interest in any Person, including Persons that carry on any business that
competes with the Business as presently conducted or as contemplated to be conducted.

(b) Validity.

This Agreement has been validly executed by the Company, and constitutes a valid and legally
binding obligation of the Company, enforceable in accordance with its terms.

(c) No conflict.

The execution and performance by the Company of any of its respective obligations under this
Agreement, including the issuance to the Subscribing Investors of the Subscription Shares
upon subscription, therefore, do not (assuming all the Authorisations referred to in Clause
3.01(d) (Status of Authorisations) have been obtained): (i) conflict with or result in a breach of
any of the terms, conditions or provisions of, or constitute a default, or require any consent
under, any indenture, mortgage, agreement or other instrument or arrangement to which the
Company is a party or by which it is bound; (ii) violate any of the terms or provisions of the

19
 Charter; or (iii) violate any Authorisation, judgment, decree or order or any statute, law, rule,
regulation or requirement applicable to the Company.

(d) Status of Authorisations.

(i) the Authorisations specified in sub-Section 1 of Section 1 of the Original Company

Disclosure Schedule are all the Authorisations (other than Authorisations that are of a
routine nature and are obtained in the Ordinary Course of Business) needed by the
Company to conduct its Business as it is presently carried on and is contemplated to
be carried on and to execute and perform its obligations under this Agreement;

(ii) all Authorisations specified in sub- Section 2 of Section 1 of the Original Company
Disclosure Schedule have been obtained and are in full force and effect and there are
no facts or circumstances which indicate that any of such Authorisations would or
might be revoked, cancelled, varied or not renewed;

(iii) the Company has applied (or is making arrangements to apply) for all Authorisations
specified in sub- Section 3 of Section 1 of the Original Company Disclosure Schedule,
and has no reason to believe that it will not obtain those Authorisations in a timely
manner and in any event prior to the Subscription; and

(iv) the Company is a banking company validly licensed by the RBI as a small finance
bank, and is in compliance with all Applicable Laws, including but not limited to the
Reserve Bank of India Act, 1934, and all applicable circulars, notifications, guidelines,
regulations, instructions and directions issued by RBI.

(e) Charter.

The Company has delivered to the Subscribing Investor, a true, updated, complete and correct
copy of its current Charter, which has not been amended since May 1 2020 and has been filed
with the jurisdictional Registrar of Companies.

(f) Capital structure and due authorisation of Subscription Shares.

(i) The authorised Share Capital of the Company is as shown in Section 2 (Share Capital
and Shareholding Pattern of the Company) of the Original Company Disclosure
Schedule and Section 2 (Share Capital and Shareholding Pattern of the Company) of
the Original Company Disclosure Schedule accurately sets out the number and type of
shares of the Company and Share Equivalents owned by, and the name of, each holder
of Equity Shares and/or Share Equivalents, both before and after the Subscription is
consummated.

(ii) Except as set forth in Section 2 (Share Capital and Shareholding Pattern of the
Company) of the Original Company Disclosure Schedule, there are no shares of the
Company or Share Equivalents, or any agreements or undertakings to which the
Company is a party, or by which it is bound, obligating it to issue, deliver, sell,
repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed
any shares in its authorised Share Capital or obligating it to grant or enter into any such
option, warrant, call, right, commitment or agreement. All outstanding shares of the
Company are duly authorised and validly issued to those Persons and in the amounts
set forth across from their names in Section 2 (Share Capital and Shareholding Pattern
of the Company) of the Original Company Disclosure Schedule, fully paid and are free
of all Liens and are not subject to pre-emptive rights, rights of first refusal or other
restrictions on transfer or third party rights, except as set forth in the Charter.

20
 (iii) The issuance of the Subscription Shares has been duly and validly authorised by all
necessary corporate actions of the Company as set out in this Agreement and when
issued and delivered in accordance with the terms of this Agreement, the Subscription
Shares will be duly and validly issued in accordance with the Applicable Law, fully
paid, free of all Lien and will not be subject to pre-emptive rights, rights of first refusal
or other restrictions on transfers, except as set forth in the Charter and this Agreement.

(iv) The Subscription Shares shall rank pari passu with all existing Equity Shares.

(g) Power of attorney.

Except as disclosed in the Original Company Disclosure Schedule, no power of attorney given
by the Company is in force.

(h) Existing agreements.

The Company has not entered into any shareholders agreement.

(i) No immunity.

Neither the Company nor any of its properties enjoy any right of immunity from set-off, suit
or execution with respect to their respective obligations under this Agreement.

(j) Financial condition.

(i) Since the Accounts Date:

(A) the business of the Company has been carried on as a going concern in the
Ordinary Course of Business;

(B) the Company has not suffered any change having a Material Adverse Effect
or incurred any substantial loss or liability;

(C) the Company has not undertaken or agreed to undertake any substantial
obligation;

(D) no dividend or distribution has been declared or paid by the Company;

(E) the Company has not:

(1) made any change in any method of accounting or accounting practice

or policy used by the Company, other than such changes required by
Accounting Standards;

(2) amended, terminated, cancelled or compromised any material claims

of the Company or waived any other rights of substantial value to the
Company;

(3) made, revoked or changed any election of Taxes or method of

accounting for Taxes or settled or compromised any liability with
respect to Taxes of the Company;

(4) failed to pay any material creditor any amount owed to such material
creditor when due.

(k) Financial Statements.

21
 (i) The Audited Financial Statements have been prepared and delivered in accordance with
the Accounting Standards applied on a consistent basis throughout the periods therein
specified and give a true and fair view of the financial condition of the Company as of
the date of which they were prepared and the results of the Company’s operations
during the periods therein specified. There are no losses, liabilities (whether actual or
contingent or otherwise) or bad or doubtful debts as on the date of the Audited Financial
Statements other than those disclosed in the financial statements hereinbefore referred
to based on the circumstances prevailing as on the date of financial statements.

(ii) There is no outstanding guarantee, indemnity, surety-ship, security or comfort letter

(whether or not legally binding) given by the Company; or for the benefit of the
Company except as disclosed in the Financial Statements.

(iii) The Company has not committed any breach/default/other action of any agreements
under which it is a borrower/incurred any indebtedness (including security documents
in relation thereto) nor has, to the best knowledge of the Company, any event or
circumstance occurred pursuant to which a lender or other counterparty has, or would
(whether with the passage of time or otherwise) be entitled to:

(A) required/require repayment of such borrowing/indebtedness prior to its normal

maturity (or impose any penalty or liquidated damages on the Company) or
becoming capable of being converted into Share Equivalents; and/or

(B) enforced/enforce any security granted in relation to such

borrowing/indebtedness and/or take any other adverse actions against the
Company; and/or

(C) asked to/would terminate/cancel/render incapable of exercise any entitlement

to draw monies in relation to such borrowing/indebtedness; and/or

(D) enable the lenders (including but not limited to any holders of non-convertible
debentures) to appoint a nominee director on the Board of the Company.

(iv) At all times, the Company is and has been in material compliance with all the reporting
requirements stipulated under Applicable Law and the transaction documents executed
by the Company with its lenders.

(v) The total indebtedness (and the components thereof) of the Company (including but not
limited to borrowings, capitalised leases, swaps or other hedging arrangements,
guarantees, deferred purchase price for property or services, letters of credit and/or bank
guarantees) is as set out in the Financial Statements and there have been no material
changes in the long term indebtedness of the Company since 30 September 2020.

(vi) The Company has sufficient book debts to create a security in favour of the lenders of
the Company, to materially secure the financial facilities obtained by the Company.

(vii) The Company has not materially overdrawn under any of the facilities availed by the
Company from its lenders other than as disclosed in the Financial Statements.

(l) Taxes.

(i) The Company is in material compliance with: (A) the filings of all Tax returns and
reports of the Company as required by Applicable Laws, and its payment or
withholding obligations under Applicable Law with respect to all Taxes, obligations,
fees and other governmental charges upon the Company, or its properties, or its income

22
 or assets, which are due and payable or to be withheld by the Company, other than those
presently payable without penalty or interest.

(ii) All records and information which the Company is required to maintain and preserve
for Tax purposes under Applicable Law have been duly maintained in compliance with
the Applicable Law.

(iii) The Company has not received any written notice from the Tax Authorities in relation
to: (A) a failure by the Company to file Tax returns and reports as required by
Applicable Laws; (B) a failure by the Company in relation to its payment or
withholding obligations under Applicable Law with respect to all Taxes, obligations,
fees and other governmental charges upon the Company, or its properties, or its income
or assets.

(m) Litigation.

(i) The Company is not involved in any material litigation, arbitration, administrative,
regulatory or governmental proceedings or investigations. No such proceedings or
investigations are threatened against the Company. The Company is not aware of any
fact or circumstance which is likely to give rise to any such proceedings or
investigations.

(ii) No judgment or order has been issued against the Company which has or may
reasonably be expected to have a Material Adverse Effect.

(iii) The Company has not been charged, convicted, fined or otherwise sanctioned in any
litigation, administrative, regulatory or criminal investigation or proceeding or freezing
of assets by any Authority involving the Company or their respective employees with
regard to money laundering or financing of terrorism.

(iv) There are no claims or proceedings before any court in progress or pending against the
Company which could be expected to enjoin, restrict or prohibit the transactions as
contemplated by the Agreement. The Company have not received notice of any action
or investigation or other proceedings of any nature whatsoever, by any other person
which would restrain, prohibit or otherwise challenge the transactions as contemplated
by the Agreement.

(n) Compliance with Applicable Laws.

(i) The Company is in compliance in all material respects with all Applicable Laws
(whether civil, criminal, corporate or administrative), statutes, subordinate legislation,
treaties, regulations, directives, decisions, by-laws, circulars, codes, orders, notices,
demands, decrees, injunctions, guidance, judgments or resolutions of any Authority.
Without limiting the generality of the foregoing, the Company has complied with all
the relevant provisions of the Act, the Reserve Bank of India Act, 1934, Foreign
Exchange Management Act, 1999 and all circulars, notifications, guidelines,
regulations, instructions, directions issued by RBI relating to small finance banking
companies.

(ii) The RBI has not issued to the Company any letter or document notifying the Company
of any non-compliance with the Applicable Laws.

(o) Disclosure.

23
 (i) None of this Agreement, the Charter, or certificates or schedules made and delivered
to the Subscribing Investors pursuant thereto (including the Current Company
Disclosure Schedule) contains any information which is untrue, inaccurate or
misleading in any material respect nor does it omit any information the omission of
which makes the information contained in it untrue, inaccurate or misleading in any
material respect.

(ii) The Company has not received any correspondence or notice from any Authority in
relation to (A) applicability of the Money Lending Statutes to the Company; and (B)
any non-compliance or breach by the Company of the provisions of the Money Lending
Statutes.

(p) Subsidiaries.

The Company does not have any subsidiaries and has not agreed or committed to acquire any
such interest in any entity.

(q) Criminal offences.

Neither the Company nor any Person acting on its behalf whose acts could incur the Company’s
vicarious liability has, to the best knowledge of the Company, carried out any actions or made
any omissions which could result in the Company incurring criminal sanctions.

(r) Restrictions on business activities.

There is no agreement, judgment, injunction or decree binding upon the Company which has
or could reasonably be expected to have the effect of prohibiting in any material respect any
of its current or future business practices, its acquisition or property or the conduct of its
business as it is currently conducted or as proposed to be conducted.

(s) Related party transactions.

Other than related party transactions disclosed in the Financial Statements, the Company has
not entered into any related party transactions.

(t) Title to and condition of property.

The Company has: (i) good and marketable title, free and clear of all Liens, to all of its property
and assets, moveable and immovable, reflected in the Financial Statements (except assets sold
or otherwise disposed of since such date in the Ordinary Course of Business); and (ii) with
respect to leased properties and assets, valid leasehold interests therein, free and clear of all
Liens and all requisite approvals and permits for the use of the same. All properties used in the
operations are reflected in the Financial Statements to the extent the Accounting Standards
require the same to be reflected. The agreements executed by the Company with respect to the
leased properties and assets have been adequately stamped and registered in accordance with
Applicable Law, including but not limited to relevant state legislations.

(u) Immoveable property.

In relation to such of the properties as are leasehold and have been leased by the Company or
let to, or occupied by third parties:

(i) each lease is legal, valid, duly stamped, registered (wherever required under applicable
law), binding and in full force and effect, all covenants, conditions and contracts

24
 contained in the relevant leases, on the part of the landlord and the tenant, have been
complied with; and

(ii) no tenancy is being continued after the contractual expiry date whether pursuant to
statute or otherwise.

(v) Books and records.

(i) The books and records of the Company, including, without limitation, its statutory
registers and minute books, are complete and correct in all material respects and
accurately and fairly reflect all meetings and other corporate actions of the Company’s
shareholders and its Board and committees and all material information relating to its
business, the nature, acquisition, maintenance, location and character of its assets, and
the nature of all transactions giving rise to its obligations or accounts receivable; and

(ii) All returns, particulars, resolutions and documents required by the Act to be filed with
the Registrar of Companies in respect of the Company have been duly filed in all
material respects and in compliance with Applicable Laws and are correct.

(w) Contracts & Commitments.

(i) Each Material Contract to which the Company is a party is a legal, valid and binding
obligation of the Company and the counterparty thereto, and is in full force and effect
in all respects.

(ii) With respect to each Material Contract, neither the Company nor to the Company’s
knowledge, any other party to such Material Contract is in breach or default in any
material respect. To the best knowledge of the Company, no event has occurred which,
with notice or lapse of time or both, would: (a) constitute a breach or default by the
Company; or (b) permit termination, modification or acceleration of or under the
relevant Material Contract.

(x) Employee matters and benefits.

(i) The consummation of the Subscription under this Agreement will not (either alone or
in conjunction with any other event, such as a termination of employment or other
service): (a) entitle any current or former director, officer, employee or other service
provider of the Company to severance benefits or any other payment (including
unemployment compensation, golden parachute, bonus, retention or benefits under any
of the Company’s employee plans) or forgiveness of debt; or (b) accelerate the time of
payment or vesting of any such benefits or increase the amount of compensation due to
any such employee or service provider.

(ii) The Company has no collective bargaining agreements, arrangements and other similar
understanding with any trade union, staff association or other body representing the
employees or workmen of the Company and no labour union has requested or sought
to represent any employee, workman, representative or agent of the Company. There
have neither been any strikes or other labour disputes involving the Company nor are
such strikes or similar actions pending or threatened by or against the Company.

(y) Labour registrations.

25
 (i) The Company has obtained and continues to maintain all requisite labour registrations
required under the Applicable Laws including but not limited to its registrations under
the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, Employees
State Insurance Act, 1948, Maternity Benefit Act, 1961 and the relevant shops and
establishments legislation;

(ii) The Company has made timely contributions to the relevant labour welfare funds in
accordance with the Applicable Laws.

(z) Sanctionable Practices.

Neither the Company, nor its Affiliates, nor any Person acting on its or their behalf, has
committed or engaged in any Sanctionable Practice, with respect to with respect to the Business
or any transaction contemplated under this Agreement.

(aa) Insurance.

The Company maintains insurance policies with financially sound and reputable insurers that
materially covers such risks and contain such policy limits and types of coverage as are
adequate to fully insure against any material risks to which the Company and its employees,
business, properties and other assets would reasonably be expected to be exposed to in the
operation of the business as currently conducted. All of these policies are valid and enforceable
policies. All premiums due and payable under all these policies have been paid and the
Company is otherwise in compliance in all material respects with the terms of such policies.
None of these policies is void or voidable and the Company has not done anything or omitted
to do anything that would make any policy void or voidable. The Company has no knowledge
of any threatened termination of, or material premium increase with respect to, any of these
policies. No material Claim is outstanding under any of these policies and no event has
occurred (and no circumstance exists) that gives rise or is likely to give rise to a material Claim
under any policy.

(bb) Prohibited Activities.

None of the Company or any of its Clients have engaged in/undertaken or are engaging
in/undertaking any activities that form part of the Exclusion List, except that, in the case of
tobacco production, trade and related activities, the Company’s aggregate funding to Clients
engaged in the same does not exceed 2% (two per cent.) of the Company’s total disbursed
portfolio in respect of the Relevant Financing Operations.

(cc) UN Security Council Resolutions.

Neither the Company nor any Person acting on its behalf has entered into any transaction or
engaged in any activity prohibited by any resolutions issued by the United Nations Security
Council under Chapter VII of the United Nations Charter or any other Sanction, or has had
directly or indirectly any asset in, or any business dealings with or for, any Restricted Country
or any other country, territory or Person subject to any Sanction.

(dd) Intellectual Property.

(i) The Company is the absolute owner of its proprietary information and there is no
infringement of third party Intellectual Property Rights.

(ii) The Company owns or is duly licensed to use all the Intellectual Property Rights used
by the Company without any claims or Lien in any manner. All such Intellectual

26
 Property Rights are validly licensed / assigned / registered (as the case may be) in
favour of the Company.

(iii) The Company does not infringe nor is it alleged that the Company infringes or
wrongfully uses any Confidential Information or Intellectual Property Rights of any
third party.

(iv) The consummation of the transactions contemplated by this Agreement and the
Transaction Documents will not result in the termination or impairment of any of the
Intellectual Property Rights of the Company.

(ee) Insolvency.

No insolvency proceedings including without limitation bankruptcy, receivership,

reorganisation, composition, winding-up, appointment of an administrator, or arrangement with
creditors (to avoid or in relation to insolvency proceedings), voluntary or involuntary, affecting
the Company is pending, or threatened in writing, or the Company has not made any assignment
for the benefit of creditors or taken any action in contemplation of, or which would constitute
the basis for, the institution of such insolvency proceedings.

(ff) Information

To the best of the knowledge of the Company, all the information provided by the Company to
the Subscribing Investors in the Virtual Data Room, is true and fair and no material facts or
information have been omitted therefrom that would make such information untrue, inaccurate
or misleading. There are no material facts or circumstances in relation to the Business, the
Company and the transactions contemplated in this Agreement which have not been fairly
disclosed in writing and which if disclosed might reasonably have been expected to adversely
affect the decision of the Subscribing Investors to enter into this Agreement.

(gg) Government Officials

None of the owners (legal or beneficial), directors, officers, agents, employees, representatives,
consultants, or any other Persons acting for the Company is a Government Official, and no
Government Official or Authority owns any direct or indirect interest in the Company.

(hh) US Tax Matters

(i) The Company is not, nor will it, immediately after Subscription, be a “Controlled
Foreign Corporation” as defined in the U.S. Internal Revenue Code of 1986, as
amended (or any successor thereto) or a “passive foreign investment company” as
defined in the U.S. Internal Revenue Code of 1986, as amended (or any successor
thereto).

(ii) The Company has not filed a U.S. income tax return or made an entity classification
election for U.S. federal income tax purposes.

3.02. Representations and Warranties by the Subscribing Investors.

Each Subscribing Investor hereby, severally represents and warrants to the Company that the
statements contained in this Clause 3.02: (a) are true, accurate and not misleading with respect
to such Subscribing Investor and as of the date of this Agreement; and (b) will remain true,
accurate and not misleading as on the Subscription Date and immediately prior to the
Subscription.

27
(a) Organisation and authority.

The Subscribing Investor is duly incorporated or organised and validly existing under the laws
of the country in which it has been incorporated or organised and has the full corporate power
and authority to own its assets, conduct its business as presently conducted and to enter into,
and perform its obligations under, this Agreement and/or all other documents executed by the
Subscribing Investor which are to be delivered at Subscription, each of which constitutes
(when executed) legal, valid and binding obligations of the Subscribing Investor in accordance
with its respective terms.

(b) Validity.

This Agreement has been validly executed by the Subscribing Investor, and constitutes a valid
and legally binding obligation of the Subscribing Investor, enforceable in accordance with its
terms.

(c) No conflict.

The execution, delivery and performance by the Subscribing Investor of this Agreement and/or
any of its respective obligations under this Agreement do not: (i) conflict with or result in a
breach of any of the terms, conditions or provisions of, or constitute a default, or require any
consent under, any indenture, mortgage, agreement, registration or other instrument or
arrangement to which the Subscribing Investor is a party or by which it is bound; (ii) violate
any of the terms or provisions of the constitutional documents of the Subscribing Investor;
and/or (iii) violate any Authorisation, judgment, decree or order or any statute, law, rule,
regulation or requirement applicable to the Subscribing Investor.

(d) Insolvency

(i) The Subscribing Investor is neither insolvent nor unable to pay its debts under
Applicable Law and have not stopped paying debts as they fall due.

(ii) The Subscribing Investor has not received written notice that an order has been made,
petition presented or resolution passed for the winding up of the Subscribing Investor
or for the appointment of a liquidator or provisional liquidator to the Subscribing
Investor.

(iii) The Subscribing Investor has not received written notice that an administrator, receiver
or administrative receiver has been appointed in respect of the whole or any part of the
property, assets and/or undertaking of its business and so far as the Subscribing Investor
is aware no procedure has been commenced with a view to the appointment of an
administrator, receiver or administrative receiver.

(iv) The Subscribing Investor is not, in any jurisdiction, subject to or threatened in writing
or, to the knowledge of the Subscribing Investor, orally, by any other procedures or
steps that are analogous to those set out above.

(e) Approvals and consents

All consents, licences, approvals or Authorisations of, or exemptions by, any Authority
required by the Subscribing Investor with respect to this Agreement and other Transaction
Documents, and contemplated by this Agreement and other Transaction Documents, have been
obtained or made, are valid and subsisting and will not be contravened by the execution or
performance of this Agreement or any other Transaction Documents. The Subscribing Investor
is not and will not otherwise be required to give any notice to or make any filing with or obtain

28
 any permit, consent, waiver or other Authorisation from any Authority or other Person in
connection with the execution, delivery and performance of this Agreement and other
Transaction Documents to which they are a party, other than as contemplated in this Agreement
or any other Transaction Documents.

(f) Beneficial ownership

The Subscribing Investor is not an entity of a country which shares land border with India and
none of its beneficial owners are situated in or are a citizen of any such country.

3.03. Subscribing Investor Reliance.

(a) The Company acknowledges that it has made the Company Warranties with the intention of
inducing the Subscribing Investors to enter into this Agreement and to make the Subscription
and that the Subscribing Investors have entered into this Agreement and will make the
Subscription on the basis of, and in full reliance on, each of the Company Warranties.

(b) The Subscribing Investors acknowledge that they make the representations and warranties
under Clause 3.02 (Representations and Warranties by the Subscribing Investor)
(“Subscribing Investor Warranties”) with the intention of inducing the Company to enter
into this Agreement on the basis of, and in full reliance on, each of such representations and
warranties.

(c) Each of the Company Warranties and Subscribing Investor Warranties is to be construed
independently (except where this Agreement provides otherwise) and is not limited by any
provision of this Agreement or another representation and/or warranty.

(d) Where any Company Warranty is qualified by the expression “so far as the Company is aware”
or “to the best of the knowledge”, it shall be deemed to be accompanied by an additional
statement that such statement has been made after reasonable, due and careful enquiry by: (a)
Mr. Govind Singh, MD & CEO; (b) Mr. Alok Pathak, Chief Risk Officer; (c) Mr. Hitain
Sharma, Chief Human Resource Officer; (d) Mr. Mukund Barsagade, Chief Financial Officer;
(d) Mr. Sachin Patange, Chief Compliance Officer; and (e) Ms. Nutan Rane, Company
Secretary.

3.04. Disclosures against Company Warranties

(a) The Company shall be permitted to provide an Updated Company Disclosure Schedule to the
Subscribing Investors, which shall only contain updates to the disclosures contained in the
Original Company Disclosure Schedule on account of events and circumstances arising after
the date of this Agreement. The Updated Company Disclosure Schedule shall be delivered by
the Company to the Subscribing Investors along with the Subscription Notice and shall contain
sufficient information to enable the Subscribing Investors to make an informed decision of
whether the Updated Company Disclosure Schedule is acceptable to it. Within 5 (five) days of
the receipt of the Updated Company Disclosure Schedule, the Subscribing Investors shall
inform the Company, in writing, whether the Updated Company Disclosure Schedule is
acceptable to it or it has any objections to the contents of the Updated Company Disclosure
Schedule. In the event the Subscribing Investors fail to inform the Company, in writing, within
5 (five) days of the receipt of the Updated Company Disclosure Schedule, whether the Updated
Company Disclosure Schedule is acceptable to it, the Updated Company Disclosure Schedule
shall be deemed to have been accepted by the Subscribing Investors. If the Subscribing
Investors have raised any such objections, the Parties will discuss in good faith to arrive at a
mutually acceptable solution, failing which, any of the Subscribing Investors, may at their
discretion, terminate this Agreement by providing a written notice to the Company and such
termination shall be valid only with respect to the Company and such Subscribing Investor, and

29
 this Agreement shall remain valid and binding with respect to other Parties. The Updated
Company Disclosure Schedule shall be deemed to constitute an exception to the Company
Warranties only once it has been signed and acknowledged by the Subscribing Investors.

(b) Any reference to facts and circumstances being disclosed shall be deemed to be a reference to
them being fully, fairly, specifically and accurately disclosed in the Original Company
Disclosure Schedule and/or the Updated Company Disclosure Schedule in such a manner that:

(i) in the context of the disclosures contained in the Original Company Disclosure
Schedule and/or the Updated Company Disclosure Schedule:

(A) each disclosure shall be made against a particular Company Warranty and shall
constitute a disclosure only against such identified Company Warranty;

(B) the significance of the information disclosed and its relevance to a particular
Company Warranty shall be reasonably understandable by the Subscribing
Investors, taking into account the paragraphs or subject matters in relation to
which the information was disclosed; and

(C) there is not omitted from the information disclosed, any information which
would have the effect of rendering the information so disclosed misleading in
any respect; and

(ii) in the context of any document treated as disclosed by the Original Company
Disclosure Schedule and/or the Updated Company Disclosure Schedule, the matter
disclosed is reasonably apparent from the terms of the document,

and nothing disclosed by the Company to the Subscribing Investors other than in the Original
Company Disclosure Schedule or and/or the Updated Company Disclosure Schedule and in
accordance with the provisions of this Clause 3.04 shall constitute disclosure to the Subscribing
Investors for the purposes of this Agreement and the other Transaction Documents.

SECTION IV

4. Conditions of the Subscription and TerminationConditions of Subscription

The obligation of the Subscribing Investors to subscribe to the Subscription Shares and to remit
the Subscription Consideration, is subject to the fulfilment of, to the Subscribing Investors’
reasonable satisfaction, the following conditions:

(a) Adoption of Restated Articles: The Company shall, within ten (10) Business Days from the date
of this Agreement:

(i) convene a meeting of its Board and approve the Revised Restated Articles and approve
the notice for convening a shareholders meeting at shorter notice for approval of the
shareholders of the Company for adoption of the Revised Restated Articles;

(ii) in a meeting of its shareholders, pass resolutions to adopt the Revised Restated Articles,
and the same shall be effective from the date of such shareholder’s meeting; and

(iii) provide copies of the relevant resolutions and forms filed with the jurisdictional
Registrar of Companies in relation to the adoption of the Restated Articles to the
Subscribing Investors.

30
(b) Application to RBI. The Company shall make a written application to the RBI seeking its
approval for adoption of the Restated Articles (“RBI Application”).

(c) Representations and Warranties. The Company Warranties remain true, accurate and not
misleading as on the Subscription Date and immediately prior to the Subscription, save as
qualified by the Original Company Disclosure Schedule and the Updated Company Disclosure
Schedule.

(d) Performance and no breach. All of the agreements and covenants of the Company to be
performed under this Agreement prior to the Subscription have been duly performed and no
breach (or any event which, with notice, lapse of time, the making of a determination or any
combination, would become a breach) under this Agreement has occurred and is continuing.

(e) UCL shall have delivered to the Subscribing Investors duly executed Acknowledgment &
Consent Letter.

(f) Authorisations and offer document and filings.

(i) The Board shall have approved the following: (A) if required, increasing the authorized
share capital of the Company for the issuance and allotment of Subscription Shares,
(B) approval of the offer of the issuance of Subscription Shares to the Subscribing
Investors through a private placement in accordance with the provisions of the Act, (C)
the draft of the private placement offer letter in accordance with Section 42(1) of the
Act and in the format prescribed in Form PAS-4 under Rule 14(1)(a) of the Companies
(Prospectus and Allotment of Securities) Rules, 2014, to be issued to the Subscribing
Investors, and (D) the convening of an extraordinary general meeting of the
shareholders of the Company to approve the offer of Subscription Shares to the
Subscribing Investors through a private placement in accordance with the provisions
of the Act.

(ii) The shareholders of the Company, in a duly convened general meeting, shall have
approved the following: (A) if required, increasing the authorized share capital of the
Company for the issuance and allotment of Subscription Shares, (B) offer of issuance
of the Subscription Shares to the Subscribing Investors, and (C) the draft of the private
placement offer letter to be issued by the Company to the Subscribing Investors, in
Form PAS-4.

(iii) The Company shall have provided to the Subscribing Investors, a certified true copy of
the aforesaid Board and shareholder resolutions.

(iv) The Company shall have issued the Board and shareholders’ approved private
placement offer letter cum application form to each of the Subscribing Investors in
Form PAS-4 in relation to the Subscription Shares.

(v) The Company shall have filed with the jurisdictional Registrar of Companies: (A) Form
MGT-14 for board resolution and special resolution passed for issuance of Subscription
Shares; (B) Form MGT-14 for board resolution and special resolution passed for any
increase of authorised share capital (if required); and (C) Form SH-7 for any increase
of authorised share capital (if required) in relation to the issuance of Subscription
Shares, and provided certified true copies of the filings made and the
acknowledgements received in respect of such filings to the Subscribing Investors.

(g) No material adverse effect. Nothing has occurred which has or may reasonably be expected to
have, since the date of this Agreement, a Material Adverse Effect.

31
(h) Consents. The Company shall have obtained written consents and approvals including any
statutory and regulatory approval required to be obtained under the Applicable Law from all of
the following entities for the purposes of the transactions contemplated under this Agreement
including for the issue and allotment of the Subscription Shares

(i) IDFC First Bank Limited ;

(ii) CDC Emerging Markets Limited;

(iii) Karvy Capital Limited;

(iv) Belgian Investment Company; and

(v) RBL Bank Limited

(i) Company certifications. Each of the Subscribing Investors have received certifications by the
Company, substantially in the form set forth in Schedule 2 (Form of Subscription Notice), with
respect to the conditions specified in this Clause 4.01.

(j) Valuation certificates. The Company shall have obtained the valuation certificates required
under and in accordance with Applicable Laws (including under the NDI Rules, Section 56 of
the Income Tax Act, 1961 and under the Act) indicating fair market value of the Equity Shares
calculated as per any internationally accepted pricing methodology on arm’s length basis and
in accordance with Applicable Law.

(k) Business plan. The Company shall have shared with the Subscribing Investors, its 3 (three) year
high level business plan setting out the utilisation of the Subscription Consideration, growth
strategy, hiring plan for key personnel, details of issuance of additional employee stock options,
if any, strategy for mergers and acquisitions and projections for the 3 (three) financial years
subsequent to the financial year in which Completion occurs (“Business Plan”).

(l) Legal Opinion. The Company shall have provided a written legal opinion issued by their legal
counsel in agreed form (i) stating that this Agreement and the transactions contemplated therein
are legal, valid and binding on the Company; and (ii) confirming the good standing of the
Company, and that the issuance of Subscription Shares to the Subscribing Investors shall
conform to all legal requirements (statutory, regulatory and contractual) and to the Charter.

(m) Updated Company Disclosure Schedule. The Updated Company Disclosure Schedule shall be
in agreed form between the Parties.

(n) Management Accounts. The Company shall have delivered to the Subscribing Investors a
certified true copy of the Management Accounts.

4.02. Termination.

(a) This Agreement shall terminate prior to Subscription to such extent and in such manner as set
out below:

(i) this Agreement shall terminate upon the mutual written agreement of the Parties, and
upon such termination, no Party shall have any claim against any other Party under
this Agreement, save for any claim arising from breach of the provisions of this
Agreement prior to such termination or under the Continuing Provisions; or

(ii) this Agreement shall terminate automatically, if Subscription Conditions are not
satisfied (or waived or deferred in writing) on or prior to the Cut-Off Date in the

32
 manner set out under Clause 2.01(e) (Subscription Conditions), unless agreed mutually
by the Parties in writing and no Party shall have any claim against any other Party
under this Agreement, save for any claim arising from breach of the provisions of this
Agreement prior to such termination or under the Continuing Provisions; or

(iii) in the event the Company proceeds to Subscription with the Remittance Ready
Investors in accordance with:

(A) Clause 2.01(e)(i), this Agreement shall terminate at the option of the Company
in accordance with Clause 2.01(e)(i)(II) (Subscription Conditions) with
respect to such of the Subscribing Investors that have failed to issue a Ready
to Remit Notice in accordance with Clause 2.01(e)(i), and upon such
termination, such Subscribing Investors on the one hand and the Company and
the Remittance Confirmed Investors on the other hand shall have no claim
against each other, save for any claim arising from breach of the provisions of
this Agreement prior to such termination or under the Continuing Provisions
and: (A) such termination shall be valid only with respect to such Subscribing
Investor; (B) such Subscribing Investor shall cease to be a party to this
Agreement; and (C) the Agreement shall remain valid and subsisting with
respect to all the other Parties, who shall continue to be bound by the terms of
this Agreement; or

(B) Clause 2.01(e)(ii)(III)(A), this Agreement shall terminate automatically with

respect to such of the Subscribing Investors that have failed to either issue a
Ready to Remit Notice in accordance with Clause 2.01(e)(i) or a Remittance
Confirmation Notice in accordance with Clause 2.01(e)(ii)(II) (as applicable),
and upon such termination, such Subscribing Investors on the one hand and
the Company and the Remittance Confirmed Investors on the other hand shall
have no claim against each other, save for any claim arising from breach of the
provisions of this Agreement prior to such termination or under the Continuing
Provisions and: (A) such termination shall be valid only with respect to such
Subscribing Investor; (B) such Subscribing Investor shall cease to be a party
to this Agreement; and (C) the Agreement shall remain valid and subsisting
with respect to all the other Parties, who shall continue to be bound by the
terms of this Agreement; or

(iv) this Agreement shall terminate at the option of the Company in accordance with
Clause 2.01(e)(ii)(III)(B)(2) (Subscription Conditions), and upon such termination, no
Party shall have any claim against any other Party under this Agreement, save for any
claim arising from breach of the provisions of this Agreement prior to such termination
or under the Continuing Provisions;

(v) this Agreement shall terminate at the option of the Company in accordance with
Clause 2.01(k)(i) (Subscription Completion), and upon such termination, the relevant
defaulting and non-defaulting Parties shall not have any claim against each other under
this Agreement, save for any claim arising from breach of Clause 2.01(h) under the
Continuing Provisions and: (A) such termination shall be valid only with respect to
such defaulting Party; (B) such defaulting Party shall cease to be a party to this
Agreement; and (C) the Agreement shall remain valid and subsisting with respect to
all the other Parties, who shall continue to be bound by the terms of this Agreement;

(vi) this Agreement shall terminate at the option of the non-defaulting Party (being a
Subscribing Investor) in accordance with Clause 2.01(k)(ii) (Subscription
Completion), and upon such termination, the relevant defaulting and non-defaulting
Party shall not have any claim against each other under this Agreement, save for any

33
 claim arising from breach of Clause 2.01(h) under the Continuing Provisions and: (A)
such termination shall be valid only with respect to such Subscribing Investor that
terminates this Agreement in accordance with Clause 2.01(k)(ii) (Subscription
Completion); (B) such Subscribing Party shall cease to be a party to this Agreement;
and (C) the Agreement shall remain valid and subsisting with respect to all the other
Parties, who shall continue to be bound by the terms of this Agreement; or

(vii) this Agreement shall terminate at the option of a Subscribing Investor upon a written
notice to the Company, if there has been a material breach of any obligations and
covenants of the Company to be performed under this Agreement prior to the
Subscription, which, if capable of remedy, has not been remedied to the satisfaction of
such Subscribing Investor within a period of 5 (five) days from a written notice by
such Subscribing Investor in this regard and: (A) such termination shall be valid only
with respect to such Subscribing Investor; (B) such Subscribing Investor shall cease to
be a party to this Agreement; and (C) the Agreement shall remain valid and subsisting
with respect to all the other Parties, who shall continue to be bound by the terms of this
Agreement; or

(viii) this Agreement shall terminate at the option of a Subscribing Investor in accordance
with the provisions of Clause 3.04(b) and: (A) such termination shall be valid only
with respect to such Subscribing Investor; (B) such Subscribing Investor shall cease to
be a party to this Agreement; and (C) the Agreement shall remain valid and subsisting
with respect to all the other Parties, who shall continue to be bound by the terms of this
Agreement.

(b) Notwithstanding the above, the Continuing Provisions shall survive the termination of this
Agreement.

SECTION V

5. Miscellaneous

5.01. Notices.

(a) Any notice, request or other communication to be given or made under this Agreement shall be
in writing. Subject to Clause 5.03 (Applicable Law and Jurisdiction), any such communication
shall be delivered by hand, or established courier service to the Party to which it is required or
permitted to be given or made at such Party's address specified below or at such other address
as such party has from time to time designated by written notice to the other Party, shall be
effective upon the earlier of (i) actual receipt, and (ii) deemed receipt under Clause 5.01(b)
below:

For the Company:

Utkarsh Small Finance Bank Limited,

S-24/1-2, First Floor,
Mahavir Nagar, Orderly Bazar,
Varanasi -221002

Attention: Ms. Nutan Rane

Phone: 9167730880
E-mail: nutan.rane@utkarsh.bank

With copy to:

34
Attention: Mr. Sachin Patange
Phone: 02268729526
E-mail: sachin.patange@utkarsh.bank

For the Subscribing Investors:

Olympus ACF Pte. Ltd.,

22 Woodcrest Drive PD,
Armonk NY, 10504-2902, US

Attention: Mr. Jeffrey Edward Glat

Phone: +1 917 355 9618
E-mail: jglat@olympuscap.com

With copies to:

(i) Address: 6 Battery Road, #29-01

Singapore 049909

Attention: Wong Kah Peng

Phone: +65 6593 0289
E-mail: kwong@olympuscap.com

(ii) Purrington Moody Weil LLP

245 E. Friendly Avenue, Suite 200
Greensboro, NC 27401
USA

Attention: A. Nicholas Purrington

Email: NPurrington@pmw-legal.com

ResponsAbility Participations Mauritius,

Les Cascades Building,
Edith Cavell Street,
Port Louis, Mauritius

Attention: Mr. Henning Haugerudbråten and Ms. Wazeeha Nubeebokus

Phone: +66 8 5164 3838
E-mail: henning.haugerudbraten@responsability.com and wazeeha.nubeebokus@iqeq.com

With copy to:

E-mail: FIE.admin@responsability.com

Aavishkaar Bharat Fund,

13B, 6th floor,
Techniplex - II, IT Park,
Off Veer Savarkar Flyover,
Goregaon (W),
Mumbai – 400062

Attention: Mr. Shyamkant Vasant Joshi

Phone: +91 9833917768
E-mail: shyam@aavishkaar.in

35
With copy to:

13B, 6th floor,

Techniplex - II, IT Park,
Off Veer Savarkar Flyover,
Goregaon (W),
Mumbai – 400062

Attention: Mr. Anurag Agrawal

E-mail: anurag@aavishkaar.in

Triodos Sicav II - Triodos Microfinance Fund,

Triodos Investment Management
Landgoed De Reehorst
Hoofdstraat 10
3972 LA Driebergen-Rijsenburg

Attention: Mr. Aditya Mohan

E-mail: Aditya.Mohan@triodos.nl
Phone: +31646968066

With copy to:

Triodos Investment Management

Landgoed De Reehorst
Hoofdstraat 10
3972 LA Driebergen-Rijsenburg

Attention: Ms. Shipra Gupta and Mr. Caspar Sprokel

E-mail: Shipra.Gupta@triodos.nl; caspar.sprokel@triodos.nl

Legal Owner Triodos Funds B.V. in its capacity as legal owner of Triodos Fair Share
Fund,
Triodos Investment Management
Landgoed De Reehorst
Hoofdstraat 10
3972 LA Driebergen-Rijsenburg

Attention: Mr. Aditya Mohan

E-mail: Aditya.Mohan@triodos.nl
Phone: +31646968066

With copy to:

Triodos Investment Management

Landgoed De Reehorst
Hoofdstraat 10
3972 LA Driebergen-Rijsenburg

Attention: Ms. Shipra Gupta and Mr. Caspar Sprokel

E-mail: Shipra.Gupta@triodos.nl; caspar.sprokel@triodos.nl

Growth Catalyst Partners LLC,

33, Edith Cavell Street,
11324, Port-Louis

36
 Mauritius

Attention: Ms Varusha Calliapen

Phone: +230 213 9869
E-mail: AdminServicesT1_MU@iqeq.com

With copy to:

Attention: Mr. Manoj Agrawal and Ms. Nikita Bansal

Address: Lok Advisory Services Pvt. Ltd., 505 A, 5th Floor, Tower-B, BPTP Park Central,
Sector 30, Gurgaon 122 001
Phone: 91 98104 04219, +91 124 433 9830
E-mail: compliance@lokcapital.com

(b) Unless there is reasonable evidence that it was received at a different time, notice pursuant to
this Clause 5.01 is deemed given if: (i) delivered by hand, when left at the address referred to
in Clause 5.01(a); (ii) sent by established courier services within a country, 3 (three) Business
Days after posting it; and (iii) sent by established courier service between two countries, 6 (six)
Business Days after posting it.

5.02. Saving of rights.

(a) The rights and remedies of the Subscribing Investors in relation to any misrepresentation or
breach of Company Warranties and/or the obligations and covenants of the Company under this
Agreement, shall not be prejudiced by any investigation by or on behalf of the Subscribing
Investors into the affairs of the Company, by the execution or the performance of this
Agreement or by any other act or thing by or on behalf of the Subscribing Investors which
might prejudice such rights or remedies;

(b) No course of dealing and no failure or delay by the Subscribing Investors in exercising any
power, remedy, discretion, authority or other right under this Agreement or any other agreement
shall impair, or be construed to be a waiver of or an acquiescence in. that or any other power,
remedy, discretion, authority or right under this Agreement, or in any manner preclude its
additional or future exercise.

5.03. Applicable law and jurisdiction.

(a) This Agreement, shall be governed by the laws of India.

(b) Any dispute arising out of or in connection with this Agreement, including any question
regarding its existence, validity or termination that have not been resolved through amicable
discussions between the Parties during a period of fifteen (15) days from the date of such dispute
having arisen (a “Dispute”) shall be referred to and finally resolved by arbitration under the
Rules of the Singapore International Arbitration Centre in force from time to time (the “SIAC
Rules”), which SIAC Rules are deemed to be incorporated by reference into this Clause 5.03;

(c) There shall be a panel of 3 (three) arbitrators (“Arbitral Tribunal”). The claimant(s) shall
appoint one (1) arbitrator and the respondent(s) shall appoint one (1) arbitrator. The 2 (two)
arbitrators so appointed shall jointly appoint a third arbitrator, who shall be the chairperson of
the Arbitral Tribunal.

(d) The seat of arbitration shall be Singapore and the venue of arbitration shall be Mumbai, India.

(e) The language of arbitration shall be English.

37
(f) The award shall be rendered within three (3) months of the appointment of the Arbitral
Tribunal, unless the parties to the Dispute agree that such limit be extended or the Arbitral
Tribunal, considering the nature of the Dispute, determines that such limit must be extended in
the interest of justice.

(g) The Arbitral Tribunal shall not be empowered to award punitive damages, and each party
hereby waives any right to seek or recover punitive damages with respect to any Dispute
resolved by arbitration under this Clause 5.03.

(h) The Parties acknowledge and agree that no provision of this Agreement or of the SIAC Rules,
nor the submission to arbitration any of the Subscribing Investors, in any way constitutes or
implies a waiver, termination or modification by the Subscribing Investors of any privilege,
immunity or exemption of such Subscribing Investors granted by Applicable Law.

(i) The award of the Arbitral Tribunal will be recognized and enforced as per the Convention on
the Recognition and Enforcement of Foreign Arbitral Awards of June 10, 1958. The Parties
hereby expressly exclude the applicability of Part I of the (Indian) Arbitration & Conciliation
Act, 1996 to any arbitration conducted pursuant to this Clause 5.03.

5.04. Successors and assigns.

(a) This Agreement binds and benefits the respective successors and assignees of the Parties.
Except as contemplated in Clause 5.04(b) below, no Party may assign, transfer or delegate any
of their rights or obligation under this Agreement without the prior written consent of the other
Party. No provision of this Agreement is intended to confer any right, remedies, or obligations
hereunder upon any Person other than the Parties and their respective successors and permitted
assigns.

(b) Any of the Subscribing Investors may at any time, assign this Agreement and/ or any of their
respective rights, obligations, benefits and/ or interests under this Agreement to an Affiliate of
such Subscribing Investor.

5.05. Amendments, waivers and consents.

Any amendment or waiver of, or any consent given under, any provision of this Agreement
shall be in writing and, in the case of an amendment, signed by all of the Parties hereto.

5.06. Counterparts.

This Agreement may be executed in several counterparts, each of which is an original, but all
of which constitute one and the same agreement.

5.07. Expenses.

Each Party shall bear its own costs in connection with the negotiation, preparation and
performance of this Agreement provided that the Company shall bear and pay all stamp duties
and fees (including all filing fees to be paid to the jurisdictional Registrar of Companies) in
connection with or pursuant to this Agreement and the Subscription.

5.08. Company Indemnity.

(a) The Company shall indemnify each of the Subscribing Investors, their respective Affiliates,
officers, directors, employees, agents and representatives and successors and permitted assigns
(individually, the “Indemnified Party” and collectively, the “Indemnified Parties”), in
respect of, and save and hold each Indemnified Party harmless against, and pay on behalf of, or

38
 reimburse each Indemnified Party, as and when suffered or incurred, any Loss which any
Indemnified Party suffers, sustains, or becomes subject to as a result of, or by virtue of, without
duplication, the following (“Indemnity Events”):

(i) any facts or circumstances that constitute a breach of the Company Warranties; and/or

(ii) willful misconduct, or fraud by the Company.

(b) It is agreed that if any Loss is suffered or incurred by the Company which arises out of or in
connection with an Indemnity Event, then such percentage of the Loss that is equal to a
Subscribing Investor’s percentage shareholding in the Company at the relevant time, shall be
deemed to be the Loss suffered and incurred by such Subscribing Investor as a result of or in
connection with such Indemnity Event.

(c) As every Subscribing Investor will be a shareholder in the Company, and therefore, the
Company will be partly owned by such Subscribing Investor and/or their Affiliates, the amounts
payable by the Company to the Indemnified Parties pursuant to Clause 5.08 (as indemnification
for the Losses suffered by the Indemnified Parties) will be grossed up (such grossed up amount
may be referred to hereinafter as the “Increased Loss”) in the following manner:

Grossed up indemnity amount = Loss /(1 – Subscribing Investor’s

payable by the Company shareholding in % on a Fully Diluted Basis)

For the purposes of this Clause 5.08(c), the Subscribing Investor’s percentage shareholding in
the Company shall be expressed as a number (and not a percentage). Thus, assuming that
numeric one (1) in the denominator of the formula above represents one hundred per cent.
(100%) shareholding of the Company, 0.5 will represent fifty per cent. (50%) shareholding of
the Company and similarly 0.2 will represent twenty per cent. (20%) shareholding of the
Company. To illustrate the formula mentioned above, if the percentage of Subscription Shares
held by the Subscribing Investor, calculated on a Fully Diluted Basis is ten per cent. (10%) of
the equity share capital of the Company and the Loss suffered by the Subscribing Investor is
for Rs. 100 (one hundred rupees), the payment to be claimed by the Subscribing Investor from
the Company shall be Rs. 111.11 (one hundred and eleven rupees and eleven paise), which shall
constitute Rs. 100 (one hundred rupees) towards the Loss and Rs. 11.11 (eleven rupees and
eleven paise) as the gross up amount.

(d) Notwithstanding anything in this Agreement, the liability of the Company under this
Agreement in respect of Claims (including Claims of indemnity under Clause 5.08(a)) shall be
limited as provided in Schedule 5 (Limitations on Liability).

5.09. Confidentiality.

(a) Save as expressly provided in Clause 5.09(b), each Party shall, and shall procure that each of
its Affiliates, advisers, employees, managers, directors and agents (“Recipients”) to whom
information is provided shall, treat as confidential, the provisions of this Agreement and all
information they have received or obtained relating to the other Party or their respective
shareholders, as a result of, or in connection with, negotiating or entering into this Agreement
(such information, “Confidential Information”).

(b) Each Party may disclose, or permit the disclosure of, information which would otherwise be
confidential if and to the extent that it:

(i) is disclosed to the Recipients when it is reasonably required in connection with the
preparation or execution of this Agreement and/or completion of Subscription (and

39
 provided that such Persons are required or have agreed to treat such information as
confidential); or

(ii) is required by Applicable Law or pursuant to an order of any Authority; or

(iii) comes into the public domain other than as a result of a breach of this Clause 5.09; or

(iv) is with its Affiliates (but not portfolio companies) for general investment management
purposes.

provided that, to the extent reasonably practicable and legally permissible, prior written notice
of any Confidential Information to be disclosed pursuant to this Clause 5.09(b) shall be given
to the Company and its reasonable comments taken into account.

(c) Without prejudice to any other rights or remedies that the disclosing Party may have, the Parties
acknowledge and agree that damages would not be an adequate remedy for any breach of this
Clause 5.09 and that the remedies of injunction, specific performance and other equitable
remedies are appropriate for any threatened or actual breach of this Clause 5.09.

5.10. Entire Agreement.

This Agreement supersedes all prior discussions, memoranda of understanding, agreements and
arrangements (whether written or oral, including all correspondence) if any, between the Parties
with respect to the subject matter of this Agreement, and this Agreement (together with any
amendments or modifications) contains the sole and entire agreement between the parties with
respect to the subject matter of this Agreement.

5.11. Invalid Provisions.

If any provision of this Agreement is held to be illegal, invalid or unenforceable under any law
from time to time:

(a) such provision will be fully severable from this Agreement;

(b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable
provision had never comprised a part hereof; and

(c) the remaining provisions of this Agreement will remain in full force and effect and will not be
affected by the illegal, invalid or unenforceable provision or by its severance herefrom.

40
 SCHEDULE 1

PART A
SHAREHOLDING PATTERN OF THE COMPANY PRIOR TO SUBSCRIPTION

Name of the Shareholder Number of Equity Shareholding Percentage

Shares

UCL 759,272,216 99.999999%

Trilok Nath Shukla 1 0.000000%

Govind Singh 1 0.000000%

Raghavendra Singh 1 0.000000%

Ashwani Kumar 1 0.000000%

Revati Govind Singh 1 0.000000%

Rahul Dey 1 0.000000%

Total 759,272,222 100%

41
 PART B
SHAREHOLDING PATTERN OF THE COMPANY ON A FULLY DILUTED BASIS POST
SUBSCRIPTION

Name of the Shareholder Number of Shareholding Shareholding

Equity Percentage Percentage
Shares (excluding (including
ESOP ESOP
grants/pool) grants/pool)

UCL 759,272,216 89.50% 83.10%

Trilok Nath Shukla (nominee of UCL) 1 0.00% 0.00%

Govind Singh (nominee of UCL) 1 0.00% 0.00%

Raghavendra Singh (nominee of UCL) 1 0.00% 0.00%

Ashwani Kumar (nominee of UCL) 1 0.00% 0.00%

Revati Govind Singh (nominee of UCL) 1 0.00% 0.00%

Rahul Dey (nominee of UCL) 1 0.00% 0.00%

Olympus ACF Pte. Ltd. 37,037,037 4.37% 4.05%

ResponsAbility Participations Mauritius 13,444,444 1.58% 1.47%

Aavishkaar Bharat Fund 12,962,962 1.53% 1.42 %

Triodos Sicav II - Triodos Microfinance 8,539,068 1.01% 0.93%

Fund

Legal Owner Triodos Funds B.V. in its 8,539,068 1.01% 0.93%

capacity as legal owner of Triodos Fair Share
Fund

Growth Catalyst Partners LLC 8,539,068 1.01% 0.93%

USFB MD & CEO ESOP Plan* 4,555,633 - 0.50%

USFB Employee ESOP Plan** 60,741,778 - 6.65%

Total (excluding ESOP grants) 848,333,869 100% -

Total (including ESOP grants) 913,631,280 - 100%

*Granted to the Managing Director and Chief Executive Officer of the Company. The grant is yet to be approved
by the RBI. Total pool size is 20,018,918. The balance ESOP in pool will be cancelled upon approval of the RBI
for grant of 4,555,633 ESOP to the Managing Director and Chief Executive Officer of the Company.
** Out of this 2,248,394 ESOP are granted to Managing Director and Chief Executive Officer of the Company,
which are yet to be approved by the RBI. Other than these, no other grant of ESOP as of date made to any other
employee.

42
 PART C
DETAILS OF SUBSCRIBING INVESTORS, SUBSCRIPTION SHARES AND
SUBSCRIPTION CONSIDERATION

Name of the Subscribing Registered Office Number of Total Subscription

Investor Address of the Equity Shares Consideration (in
Subscribing Investor being INR)
Subscribed
6 Battery Road, #29-01,
Olympus ACF Pte. Ltd. 37,037,037 999,999,999
Singapore (049909).

ResponsAbility Edith Cavell Street, Les 13,444,444 362,999,988

Participations Mauritius Cascades Building, Port
Louis.

Aavishkaar Bharat Fund 13B, 6th floor, 12,962,962 349,999,974

Techniplex, IT Park, off
Veer Savarkar Flyover,
Goregaon (W), Mumbai
– 400062.

Triodos Sicav II - Triodos 11-13, Boulevard de la 8,539,068 230,554,836

Microfinance Fund Foire, L-1528
Luxembourg, Grand
Duchy of Luxembourg.

Legal Owner Triodos Funds Nieuweroordweg 1, 8,539,068 230,554,836

B.V. in its capacity as legal 3704 EC, Zeist, The
owner of Triodos Fair Share Netherlands.
Fund

Growth Catalyst Partners Lee Cascades, Edith 8,539,068 230,554,836

LLC Cavell Street, Port
Louis.

43
 PART D
DETAILS OF OTHER SHAREHOLDERS

Name of the Shareholder Address

UCL S-24/1-2, Fourth Floor, Mahavir Nagar, Orderly Bazar, Near

Mahavir Mandir, Varanasi, Uttar Pradesh, PIN - 221002

Trilok Nath Shukla A.N.372, Vishwakarma Nagar, SUS, Varanasi, Uttar Pradesh,
PIN - 221005

Govind Singh Progressive Highness, Flat No 503, 504, Plot No 5, 6, Sector

16A, Navi Mumbai, Thane 400 705, Maharashtra, India

Raghavendra Singh S – 2/326B, Rajarshi Nagar, Bhojubeer, Varanasi, Uttar Pradesh,

PIN - 221002

Ashwani Kumar Flat – A/5-B, Mahavir Greens Apartment, Orderly Bazar,

Varanasi, Uttar Pradesh, PIN - 221002

Revati Govind Singh Progressive Highness, Flat No 503, 504, Plot No 5, 6, Sector
16A, Navi Mumbai, Thane 400 705, Maharashtra, India

Rahul Dey B – 119, Rudra Heights, Paharia, Varanasi – Ghazipur Road,

Old L.T Office, Akatha, Sarnath, Varanasi Uttar Pradesh, PIN -
221007

44
 SCHEDULE 2

FORM OF SUBSCRIPTION NOTICE

(See Clause 2.01(e) and (g))

[Letterhead of the Company]

[Date]

[Insert name and address of the Subscribing Investor]

Ladies and Gentlemen:

Request for Subscription

1. Please refer to the Subscription Agreement dated [●] (“Subscription Agreement”) between
Utkarsh Small Finance Bank Limited (the “Company”) and the Subscribing Investors. Terms
defined in the Subscription Agreement, including terms defined by reference to any other
Transactions Document (as defined in the Subscription Agreement), have their defined
meanings wherever used in this request.

2. In accordance with the provisions of the Subscription Agreement and the enclosed resolution
of the Company’s [Board]/[shareholders], the Company requests the subscription of [insert
number of relevant Equity Shares] Equity Shares for the aggregate amount of [insert
subscription consideration]. Therefore, the Company requests [insert name of the Subscribing
Investor] to pay INR [insert amount] on the Subscription Date to [name and address of bank],
for credit to the Company’s account no. [insert details].

3. The Subscribing Investor is requested to issue the Ready to Remit Notice (along with the
completed application form appended to the Form PAS-4 in relation to the Subscription Shares)
before the expiry of the Ready to Remit Notice Period. For the purpose of Clause 4.01
(Conditions of the Subscription) of the Subscription Agreement, the Company certifies that all
conditions mentioned in Clause 4.01 have been satisfied and completed, in accordance with the
terms specified in this Agreement.

4. The above certifications are effective as of the date of this Subscription Notice and shall
continue to be effective as of the Subscription Date set out in paragraph 3 (as if made by
reference to such date). If any such certification is no longer valid as of or prior to that
Subscription Date, the Company undertakes to promptly notify the Subscribing Investor.

Yours faithfully,

By:______________________ By:______________________
Authorised Representative Authorised Representative

Enclosures: [Resolution of the Company’s [Board]/ [shareholders]

[Subscription Form]

Copy to: [Insert names and address of the Subscribing Investor]

45
 SCHEDULE 3

Form of Ready to Remit Notice

(See Clause 2.01(e))

[Letterhead of the Subscribing Investor]

[Date]

[Insert name and address of the Company]

Ladies and Gentlemen:

Notice in relation to readiness to remit

1. Please refer to the Subscription Agreement dated [●] (“Subscription Agreement”) between
Utkarsh Small Finance Bank Limited (the “Company”) and the Subscribing Investors. Terms
defined in the Subscription Agreement, including terms defined by reference to any other
Transactions Document (as defined in the Subscription Agreement), have their defined
meanings wherever used in this request.

2. We acknowledge receipt of the Subscription Notice. We confirm that [insert name of the
Subscribing Investor] has sufficient cash resources available to it in immediately available
funds so as to remit the Subscription Consideration, in full, on the Subscription Date, to the
bank account of the Company specified in the Subscription Notice.

3. We enclose the completed application form appended to the Form PAS-4 in relation to the
Subscription Shares.

Yours faithfully,

By:______________________ By:______________________
Authorised Representative Authorised Representative

46
 SCHEDULE 4
ORIGINAL COMPANY DISCLOSURE SCHEDULE

[Date]

[Insert name and address of the Subscribing Investor]

Original Company Disclosure Schedule

Ladies and Gentlemen:

This is the Original Company Disclosure Schedule, as defined in a subscription agreement dated [●],
2020 between Utkarsh Small Finance Bank Limited (the “Company”), the Subscribing Investor (as
defined in such subscription agreement) (the “Subscription Agreement”) relating to the subscription
by the Subscribing Investor for certain securities in the Company. Words and expressions defined in
the Subscription Agreement have the same meaning when used in this Schedule, unless otherwise
defined in this Schedule.

The purpose of this Schedule is to disclose matters which may be relevant to the representations and
warranties (other than the Fundamental Warranties) contained in the Subscription Agreement. The
representations and warranties are qualified by the facts and circumstances fully, fairly, specifically and
accurately contained or disclosed in this Schedule or in any of the documents annexed to this Schedule.

The Company is not, nor shall it be deemed to be, in breach of any of the representations and warranties
in respect of any such facts and circumstances.

If an inconsistency exists between the Subscription Agreement and this Schedule, this Schedule prevails
and is deemed to contain the relevant disclosure.

DISCLOSURES

The following specific disclosures are made in relation to the representations and warranties, other than
any Fundamental Warranties. Each matter disclosed is listed against the specific sub-Clause number of
the representation and warranty to which the disclosure relates and shall constitute a disclosure only
against such identified representation or warranty. Provided, however that, a matter disclosed with
respect to a specific warranty (other than any Fundamental Warranty) does not need to also be disclosed
with respect to another warranty (other than any Fundamental Warranty) provided that its disclosure
against such other warranty (other than any Fundamental Warranty) is reasonably apparent on its face.

Representation/Warranty No. Disclosure

[Clause 3.01(d) (Status of Authorisations)] Section 1: [Authorisations already obtained]

Section 2: [Authorisations to be obtained prior to

the Subscription]

Section 3: [Other Authorisations]

Yours faithfully,

By__________________________

Authorised Representative

47
Acknowledged and accepted by:

[●]

By: _________________________________

Name: [●]

Title: [●]

Date: [●]

48
 SCHEDULE 5
LIMITATIONS ON LIABILITY

1. Disclosures

The Company shall not be liable in respect of a Claim to the extent that the facts giving rise to
such Claim were fully, fairly, accurately and specifically disclosed in the Original Company
Disclosure Schedule and/or the Updated Company Disclosure Schedule.

2. Procedure for Direct Claims

2.1 If a Subscribing Investor becomes aware of a matter which might reasonably give rise to a
Claim, such a Subscribing Investor shall provide a written notice of such Claim (“Claims
Notice”) to the Company as soon as practicable following their so becoming aware and in any
event within 15 (Fifteen) Business Days of such event. Provided that a delay in providing the
Claim Notice shall not discharge the Company of its liability for indemnification except to the
extent that the Company shall not be liable for any additional Losses arising solely as a result
of delay by such Subscribing Investor in serving a Claims Notice. The Claims Notice shall
specify, in reasonable detail the facts and circumstances based on which the Claim is being
made.

2.2 Upon receipt of the Claim Notice, the Company shall have a period of 15 (fifteen) Business
days to respond to the Subscribing Investor, in writing, whether the Company accepts the Claim
under the Claims Notice in full or in part, or rejects such Claim.

2.3 If the Company accepts, in writing, the Claim as mentioned in the Claims Notice, then it shall
be required to indemnify the Subscribing Investor within 30 (thirty) Business days of such
acceptance. If Company does not so respond within such 15 (fifteen) Business days period, the
Subscribing Investor shall be entitled to pursue such Claim in accordance with the procedure
set out in Clause 5.03 (Governing Law and Dispute Resolution) hereof.

3. Matters Capable of Remedy

If the matter forming the subject matter of the Claim is capable of remedy, a Subscribing
Investor shall only be entitled to be indemnified only if the matter is not remedied to the
satisfaction of such Subscribing Investor within thirty (30) days after the date on which such
the relevant Claims Notice is served on the Company.

4. Limitations on Quantum

The liability of the Company in respect of any Loss incurred or suffered by a Subscribing
Investor on account of any Claim (other than any Loss relating to, arising out of, or resulting
from fraud by the Company shall not be subject to any limitations) :

4.1 shall not arise unless and until the amount of Loss incurred or suffered by a Subscribing Investor
from any single Claim (other than Claims relating to, arising out of, or resulting from a breach
of the Fundamental Warranties) exceeds Rs. 1,000,000 (one million rupees), in which case such
Subscribing Investor shall be entitled to claim the whole of such amount and not merely the
excess, provided that Claims relating to a common cause of action shall be aggregated for this
purpose;

4.2 with respect to Losses incurred or suffered by the Company from Claims, shall not arise unless
and until the amount of all Losses incurred or suffered by the Company from such Claims (other
than Claims relating to, arising out of, or resulting from a breach of the Fundamental
Warranties) for which it would, in the absence of this provision be liable, exceeds

49
 Rs. 200,000,000 (two hundred million rupees), in which case a Subscribing Investor shall be
entitled to claim the whole of the Losses incurred or suffered by such Subscribing Investor and
not merely the excess;

4.3 with respect to Losses incurred or suffered by a Subscribing Investor from Claims (other than
pursuant to paragraph 4.2 of this Schedule 5), the amount of all Losses incurred or suffered by
such Subscribing Investor from such Claims (other than Claims relating to, arising out of, or
resulting from a breach of the Fundamental Warranties) for which it would, in the absence of
this provision be liable, exceeds an amount which is equal to 1% of the Subscription
Consideration; and

4.4 shall not (when aggregated with the amount of all other Claims) exceed the Subscription
Consideration.

5. Time Limits

The Company shall not be liable in respect of any Claim unless a Claims Notice is given by a
Subscribing Investor to the Company the respective time-periods provided below, and not
thereafter:

5.1 in relation to any Loss arising out of, relating to, or resulting from, (a) breach of Fundamental
Warranties; or (b) fraud, at any time without limitation;

5.2 in relation to any Loss arising out of, relating to, or resulting from a breach of Company
Warranties set out under Clause 3.01(l) (Taxes) of this Agreement, within a period of 7 (seven)
years from the end of the Financial Year in which the Subscription Date falls; and

5.3 except as provided above, in relation to any Loss arising out of, relating to, or resulting from, a
breach of any other Company Warranty, within a period of twenty four (24) months from the
Subscription Date.

6. Taxation

The Company shall not be liable for any Claim to the extent that the Claim arises or is increased
as a result of any change in the rates of Taxation, any imposition of Taxation or any change in
the practice (including the withdrawal of any extra-statutory concession) of the Taxation
Authority, in each case, announced or becoming effective (whether or not retrospectively) on
or after the date of this Agreement.

7. Contingent Liability

The Company shall not be liable for any Claim based upon a liability which is contingent unless
and until such contingent liability becomes an actual liability.

8. Retrospective Legislation

The Company shall not be liable for any Claim to the extent that the liability arises or is
increased as a result of any legislation not in force at the date of this Agreement.

9. Loss Otherwise Compensated

The Company shall not be liable for any Claim to the extent that:

9.1 the matter giving rise to such Claim has been (or is capable of being) made good or is (or is
capable of being) otherwise compensated for without loss to a Subscribing Investor; or

50
9.2 the Claim is recoverable under any insurance policy.

10. Mitigation

10.1 Every Subscribing Investor shall take all reasonable steps to avoid or mitigate the Losses which
it may suffer as a result of an Indemnity Event, provided that the failure of such Subscribing
Investor to take such steps shall not preclude or otherwise limit the Indemnified Party’s right
to seek indemnification in accordance with Clause 5.08, but shall only reduce the Losses the
Indemnified Parties shall be entitled to recover by the amount of additional Losses directly
caused by the Indemnified Party’s non-compliance with this paragraph 10.1.

11. Recovery from Third Parties

If the Company pays to a Subscribing Investor any amount in discharge of any indemnification
obligation under this Agreement and such Subscribing Investor subsequently recovers the same
from a Third Party under a Claim for which such indemnification was sought by such
Subscribing Investor (including pursuant to an insurance claim), then such Subscribing Investor
shall pay to the Company:

11.1 an amount equal to the sum recovered from the Third Party by such Subscribing Investor, less
any costs incurred by such Subscribing Investor in recovering such sum from such the Third
Party; or

11.2 if the amount under paragraph 11.1 above is greater than the amount paid by the Company to a
Subscribing Investor towards indemnification, such lesser amount as shall have been so paid
by the Company, less any costs incurred by such Subscribing Investor in recovering such sum
from the Third Party.

12. Conduct of Third Party Claims

12.1 If a Subscribing Investor becomes aware of any matter which may result in a Claim being
brought against it by another Person (a “Third Party Claim”) which may lead to a claim, such
Subscribing Investor shall, as soon as reasonably practical, notify the Company and in no event
later than 15 (fifteen) Business Days from the date the Subscribing Investor became aware of
such Third Party Claim (“Third Party Claim Notice”), provided that a delay in providing the
Third Party Claims Notice by such Subscribing Investor shall not discharge the Company of its
liability for indemnification except to the extent that the Company shall not be liable for any
additional Losses arising solely as a result of delay by such Subscribing Investor in serving a
Third Party Claim Notice. The Third Party Claim Notice shall specify in reasonable detail,
pursuant to which the claim is being made.

12.2 The Company shall, within 15 (fifteen) Business days of receipt of the Third Party Claim
Notice, assume control of the defense of such Third Party Claim at the expense of the Company,
provided that in a Third-Party Claim, a Subscribing Investor is also named as a party, if any
injunction, monetary or equitable relief or any other remedy of a similar nature is sought against
such Subscribing Investor, such Subscribing Investor shall also have the right but not the
obligation to participate in defending such Third Party Claim and be represented by counsels
of its choice in connection with the defense of such Third Party Claim at the expense of the
Company.

12.3 In the event the Company fails to assume the conduct of any dispute, compromise, defence,
appeal or negotiations with respect to the Third Party Claim in the manner as set out in
paragraph 12.2 above, such Subscribing Investor shall have the right but not the obligation to
defend itself against such Third Party Claim at the costs and expenses of the Company. The

51
 Subscribing Investor shall conduct such proceedings in good faith and keep the Company
informed about the status of such proceedings from time to time.

12.4 A Subscribing Investor shall not settle, make any admission of liability or settle or compromise
any Third Party Claim, or any matter which gives or may give rise to a Third Party Claim,
without the prior written consent of the Company, such consent not to be unreasonably withheld
or delayed. Further, the Company shall not settle, make any admission of liability or
compromise any Third Party Claim or proceeding in the name of such Subscribing Investor
without such Subscribing Investor’s prior written consent, save and except for any settlement
where the claimant has provided an unqualified release to such Subscribing Investor from all
liabilities in respect of the Third Party Claim and contains no admission of liability on the part
of such Subscribing Investor.

12.5 For the duration of the Third Party Claim, the Parties shall cooperate in good faith in connection
with any contest, defence, litigation, negotiation or settlement of any such Third Party Claim.
The Party that has assumed control of the defence shall consult with and provide the other Party
and its representatives with all information relevant to the Third Party Claim (including
reasonable access to its premises and personnel and the right to examine and copy at the
Company’s cost and expense all relevant documents and records) and shall preserve all such
information.

12.6 The Company shall not be liable to make any payment in relation to its indemnification
obligation in relation to a Third Party Claim unless it has either been adjudicated as payable by
a court of first instance or an arbitral tribunal of competent jurisdiction, or has been settled in
accordance with paragraph 12.4 of this Schedule 5.

12.7 No Double Recovery

The Company shall not be liable in respect of any Claim, if and to the extent that the Loss has
already been recovered by a Subscribing Investor under this Agreement.

52
 SCHEDULE 6
RESTATED ARTICLES

THE COMPANIES ACT, 2013

ARTICLES OF ASSOCIATION

OF

UTKARSH SMALL FINANCE BANK LIMITED

A PUBLIC LIMITED COMPANY

1. Preliminary

1.1 Utkarsh Small Finance Bank Limited (the “Company”) is established as a public company with
limited liability in accordance with and subject to the provisions of the Companies Act, 2013
(as amended).

1.2 The Articles of Association of the Company (“Articles”) comprise of two parts, Part A and
Part B, which parts shall, unless the context otherwise requires, co-exist with each other until
the date of listing of the equity shares of the Company on any recognised stock exchange in
India (“Stock Exchange”). Notwithstanding anything to the contrary contained in the Articles,
the provisions of the Part B Articles shall automatically terminate, without any further action,
and cease to be in effect immediately upon the Equity Shares being listed on any Stock
Exchange pursuant to the initial public offering of Equity Shares in accordance with Applicable
Law. Until such termination of the Part B Articles, in case of any inconsistency between any
provision(s) of the Part A Articles and the Part B Articles, the provisions under the Part B
Articles shall prevail.

1.3 In these Articles:

“Part A Articles” means the Article 2 to Article 29 (both inclusive) contained under Part A
of the Articles, including Annexure A; and

“Part B Articles” means the Article 30 to Article 36 (both inclusive) contained under Part B
of the Articles, including Annexure B.

PART A

2. Interpretation

Unless the context otherwise requires, words or expressions contained in these Articles and not
defined herein shall bear the same meaning as in the Act. Regulations contained in Table “F”
of Schedule I of the Act shall apply to the Company so far as they are not inconsistent with or
repugnant to any of the regulations contained in these Articles.

“Act” means the Companies Act, 2013 as amended form time to

time;

“Affiliate(s)” for the purposes of Part A Articles, means, with respect to:
(a) any Person, any Person directly or indirectly Controlling,
Controlled by or under common Control with, that Person;

53
 and (b) a Person being a natural person, shall include
Relatives of such Person and, without any prejudice to the
foregoing, in relation to a Shareholder that is an institutional
investor, shall also include any fund, trust, partnership
(including any co-investment partnership), special purpose
vehicle or other vehicle which is under common Control by
the Person Controlling such Shareholder but shall exclude
any portfolio company of such Shareholder and/or its
Affiliates;

“AML/CFT” means anti-money laundering and combating the financing

of terrorism;

“Anti-Money Laundering means all applicable laws relating to anti-money laundering

Laws” and combating the financing of terrorism and all applicable
(including international) financial reporting standards and
requirements.

“Applicable Law” means all statutes, laws, ordinances, guidelines, rules and
regulations applicable to the Company including but not
limited to the provisions of the Act, BR Act, RBI Act and
Guidelines and any license, permit or other authorisations
granted from or by the Reserve Bank of India;

“Applicable S&E Law” means all applicable statutes, laws, ordinances, rules and
regulations of the Country, including, without limitation, all
Authorisations setting standards concerning environmental,
social, labour, health and safety or security risks or imposing
liability for the breach thereof;

“Auditor” means the statutory auditor of the Company;

“Authorisations” means any consent, registration, filing, agreement,

notarisation, certificate, license, approval, permit authority
or exemption from, by or with any Authority, whether given
by express action or deemed given by failure to act within
any specified time period and all corporate, creditors and
shareholders’ approvals or consents;

“Authorised means, in relation to the Company, any individual who is

Representative” duly authorized by the Company to act on its behalf;

“Authority” means any national, supranational, regional or local

government or governmental, statutory, regulatory,
administrative, fiscal, judicial, or government-owned body,
department, commission, authority, tribunal, agency or
entity, or central bank (or any Person whether or not

54
 government owned and howsoever constituted or called, that
exercises the functions of a central bank);

“Board” or “Board of means the board of directors of the Company, from time to
Directors” time;

“BR Act” means the Banking Regulation Act, 1949 as amended form
time to time;

“Charter” means the memorandum of association and these Articles, as

amended from time to time.

“Client” means any borrower, investee or other Person financed

directly or indirectly by the Relevant Financing Operations;

“Client Operations” means any operations or activities of the Clients (or with
respect to any Client, the operations and activities of that
Client) financed directly or indirectly by the Relevant
Financing Operations;

“Coercive Practice” has the meaning given to the term in Annexure A (Anti-
Corruption Guidelines);

“Collusive Practice” has the meaning given to the term in Annexure A (Anti-
Corruption Guidelines);

“Control” means the power to direct the management or policies of a

Person, directly or indirectly, whether through the ownership
of shares or other securities, by contract or otherwise;
provided that, in any event, the direct or indirect ownership
of fifty per cent. (50%) or more of the voting share capital of
a Person is deemed to constitute control of that Person and
“controlling” and “controlled” have corresponding
meanings;

“Corrupt Practice” has the meaning given to the term in Annexure A (Anti-
Corruption Guidelines);

“Corrupt Practices Laws” means all applicable laws relating to anti-bribery or

anticorruption.

“Director” means a member of the Board of Directors and “Directors”

shall be construed accordingly;

“Equity Shares” means equity shares of the Company;

“Exclusion List” means the following list of prohibited activities:

(a) Production or trade in any product or activity
deemed illegal under host country laws or

55
 regulations or international conventions and
agreements, or subject to international bans, such as
pharmaceuticals, pesticides/herbicides, ozone
depleting substances, PCB’s, wildlife or products
regulated under CITES.
(b) Production or trade in weapons and munitions.
(c) Production or trade in alcoholic beverages
(excluding beer and wine). This does not apply to
project sponsors who are not substantially involved
in these activities. “Not substantially involved”
means that the activity concerned is ancillary to a
project sponsor’s primary operations.
(d) Production or trade in tobacco.
(e) Gambling, casinos and equivalent enterprises.
(f) Pornography.
(g) Production or trade in radioactive materials. This
does not apply to the purchase of medical
equipment, quality control (measurement)
equipment and any equipment which the Company
considers the radioactive source to be trivial and/or
adequately shielded.
(h) Production or trade in unbonded asbestos fibres.
This does not apply to purchase and use of bonded
asbestos cement sheeting where the asbestos content
is less than twenty per cent. (20%).
(i) Drift net fishing in the marine environment using
nets in excess of 2.5 km. in length.
(j) Production or activities involving harmful or
exploitative forms of forced labour/harmful child
labour. Forced labour means all work or service, not
voluntarily performed, that is extracted from an
individual under threat of force or penalty. Harmful
child labour means the employment of children that
is economically exploitive, or is likely to be
hazardous to, or to interfere with, the child’s
education, or to be harmful to the child’s health, or
physical, mental, spiritual, moral, or social
development.
(k) Production, trade, storage, or transport of significant
volumes of hazardous chemicals, or commercial
scale usage of hazardous chemicals. Hazardous
chemicals include gasoline, kerosene, and other
petroleum products.

56
 (l) Production or activities that impinge on the lands
owned, or claimed under adjudication, by
Indigenous Peoples, without full documented
consent of such peoples.
(m) Prostitution.

“Financial Year” means the period from 1 April of a calendar year to 31 March
of the following calendar year;

“Fraudulent Practice” has the meaning given to the term in Annexure A (Anti-
Corruption Guidelines);

“Fully Diluted Basis” means with respect to any calculation of the number of
shares of the Company, calculated as if all Share Equivalents
outstanding on the date of calculation have been exercised or
exchanged for or converted into Equity Shares;

“Government Official” means (a) any official, officer, employee or representative

of, or any Person acting in an official capacity for, any
Authority, (b) any political party or party official or
candidate for political office or (c) any company or other
entity owned, in whole or in part, or controlled by any Person
described in the foregoing sub-articles (a) or (b) of this
definition.

“Guidelines” means the ‘Guidelines for Licensing of Small Finance Banks

in the Private Sector’ dated 27 November 2014 issued by the
Reserve Bank of India and such other rules and regulations
as may be relevant;

“Memorandum” or means the memorandum of association of the Company;

“Memorandum of
Association”

“Obstructive Practice” has the meaning given to the term in Annexure A (Anti-
Corruption Guidelines);

“Person” means a corporation, association, unincorporated

association, partnership (general or limited), joint venture,
estate, trust, limited liability company, limited liability
partnership or, any other legal entity, individual or
government, state or agency of a state;

“Quarter” means a three (3) month period each commencing on 1

January, 1 April, 1 July and 1 October of each calendar year;

“RBI” Reserve Bank of India;

57
“RBI Act” means the Reserve Bank of India Act, 1934 as amended form
time to time;

“Regulations” means the Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations,
2015;

“Related Party” shall have the meaning assigned thereto by Section 2(76) of
the Act;

“Relative” has the same meaning as ascribed to it in the Act;

“Relevant Financing means all of the existing and future financing operations of
Operations” the Company and its Subsidiaries;

“Rs.” or “Rupees” or “INR” means the lawful currency of the Republic of India;

“Sanctions” means the “Specially Designated Nationals And Blocked

Persons” list maintained by the United States Department of
the Treasury’s Office of Foreign Assets Control, the World
Bank Listing of Ineligible Firms, the United Nations
Security Council Sanctions Lists and any other publicly
available internationally recognized “blacklist” or embargo
program administered or imposed by any United States
Governmental Authority, the World Bank Group, the United
Nations Security Council (or its committees), the European
Union (including the financial sanctions under the European
Union Common Foreign and Security Policy), Interpol, the
Asian Development Bank, or any Authority of India or the
Canadian Office of the Superintendent of Financial
Institutions.

“S&E Management means the Company’s social and environmental

System” management system, as implemented and in effect at all
times, appropriate to the size and nature of the business
which is designed to: (a) ensure a systematic approach to
compliance with S&E Requirements, Worker Rights Laws
and Worker Rights Requirements; (b) monitor progress
against the Social and Environmental Action Plan; (c)
provide a mechanism to assess social environmental risks
and impacts and address those risks and impacts, in respect
of the Relevant Financing Operations on an ongoing basis;
(d) monitors and reports on progress regarding social and
environmental management; and (e) to the extent possible,
involve stakeholders;

“S&E Performance means the S&E Performance Report, evaluating the social
Report” and environmental performance of the Clients of the

58
 Company during the previous Financial Year, describing in
reasonable detail: (a) implementation and operation of the
S&E Management System; and (b) the environmental and
social performance of the Clients in the format as tabled and
noted by the Board;

“S&E Requirements” means the social and environmental obligations to be

undertaken by the Clients to ensure compliance with the: (a)
Exclusion List; (b) Applicable S&E Laws; (c) Working
Conditions and Labour Rights; and (d) any other
requirements established by the S&E Management System;

“Sanctionable Practice” means any Corrupt Practice, Fraudulent Practice, Coercive

Practice, Collusive Practice, or Obstructive Practice, as those
terms are defined herein and interpreted in accordance with
the Anti-Corruption Guidelines attached to these Articles as
Annexure A;

“Share Capital” means the total paid up equity share capital of the Company
determined on a Fully Diluted Basis;

“Shareholder” means any Person registered in the books of the Company as

the holder of a Share for the time being;

“Shares” means the Equity Shares and preference shares including any
compulsorily convertible preference shares issued by the
Company and any other securities convertible into Equity
Shares issued by the Company from time to time, and
“Share” shall be construed accordingly;

“Shell Bank” means a bank incorporated in a jurisdiction in which it has

no physical presence and which is not an affiliate of a
regulated bank or a regulated financial group;

“Social and Environmental means the plan determined by the Board, setting out the
Action Plan” specific measures, modifications and enhancements to be
undertaken by the Company in respect of the S&E
Management System;

“Subsidiary” has the meaning given to it in Section 2(87) of the Act; and

“Third Party” means any Person other than the Shareholders and the
Company.

“Worker Rights Laws” means all applicable laws relating to employment and
employment practices, including any such applicable laws
regarding a minimum age for employment of children,
acceptable conditions of work, minimum wages, and other
worker rights and social benefits.

59
“Worker Rights means, with duplication of Worker Rights Laws, (a) the
Requirements” obligation to refrain from (i) taking any action to prevent
employees from, or to penalize employees for, lawfully
exercising their right of free association or their right to
organize and bargain collectively, (ii) using forced, child
labor or bonded labor, or (iii) coercing or penalizing
employees on the basis of trade union activities or
membership, and (b) international best practices concerning
worker rights and social benefits (including taking into
consideration standards promulgated by international
organizations including, by way of example, the Asian
Development Bank’s Social Protection Strategy (2001), the
International Finance Corporation’s Performance Standard 2
(Labor and Working Conditions) and, with respect to the
construction activities of the Group Representatives, the
guidance note entitled “Workers’ Accommodation:
processes and standards” published by the International
Finance Corporation and the European Bank for
Reconstruction and Development).

Working Conditions and means:

Labour Rights
(a) ILO Convention No. 29 (a) (Forced Labour) and
ILO Convention No. 105 (Abolition of Forced
Labour;
(b) ILO Convention No. 138 (Minimum Age) and ILO
Convention No. 182 (Worst Forms of Child Labour;
(c) ILO Equal Remuneration Convention (No. 100) and
the ILO Discrimination (Employment and
Occupation) Convention (No. 111);
(d) ILO Convention No. 87 (Freedom of Association
and Right to Organise) and ILO Convention No. 98
(Right to Organise and Collective Bargaining);
(e) the provision of reasonable working conditions
including a safe and healthy work environment,
working hours that are not excessive in accordance
with ILO Convention No. 1 (Hours of Work
(Industry)) and clearly documented terms of
employment, respecting any collective bargaining
agreements that are in place or (where these do not
exist or do not address working conditions) or
conditions established, by collective agreement or
otherwise, for work in the trade or industry
concerned in the area where the work is carried out;
(f) the provision of an appropriate grievance
mechanism in accordance with IFC Performance

60
 Standard 2 that is available to all workers and where
appropriate other stakeholders, and which includes
grievances brought by those affected by the
Company’s operations.

3. SHARE CAPITAL, VARIATION OF RIGHTS AND FURTHER ISSUANCE OF

SHARES

3.1 The authorised Share Capital of the Company will be as stated in Clause 5 of the Memorandum
of Association of the Company. The Company has the power to increase or reduce the
authorised Share Capital and to issue any part of its capital original or increased with or without
any priority or special privilege subject to compliance with Applicable Law, or subject to any
postponement of rights or to any conditions or restrictions so that unless the conditions of issue
otherwise prescribe such issue shall be subject to the provisions herein contained.

3.2 Subject to the provisions of the Act, other Applicable Law and these Articles, the Shares in the
capital of the Company shall be under the control of the Directors who may issue, allot or
otherwise dispose of the same or any of them to such persons, in such proportion and on such
terms and conditions and either at a premium or at par or at a discount and at such time as they
may from time to time think fit and with sanction of the Company in the general meeting to
give to any person or persons the option or right to call for any Shares either at par or premium
during such time and for such consideration as the directors think fit, and may issue and allot
Shares in the capital of the Company on payment in full or part of any property sold and
transferred or for any services rendered to the Company in the conduct of its business and any
Shares which may so be allotted may be issued as fully paid up Shares and if so issued, shall
be deemed to be fully paid Shares, provided that option or right to call of Shares shall not be
given to any person or persons without the sanction of the Company in the general meeting.

3.3 Subject to the provisions of Section 43 of the Act and Section 12 of the BR Act and such
guidelines, the new shares shall be issued upon such terms and conditions and with such
meeting shall prescribe, and in particular, such shares may rights and privileges as the Company
in general be issued, subject to the BR Act and circulars that may be issued by the RBI from
time to time, with a special or qualified right to dividend and in the distribution of assets of the
Company. Any issue of shares which results in a person (by himself or acting in concert with
any other person) acquiring 5% or more of the paid-up equity share capital or voting rights of
the Company shall be made with prior approval of RBI.

3.4 No person/group of persons shall acquire or agree to acquire directly or indirectly by himself
or acting in concert with any other person, any Shares of the Company or voting rights therein,
in contravention of the provisions of the BR Act or the Guidelines.

3.5 The Company shall not, at any time, vary the terms of a contract referred to in prospectus or
objects for which the prospectus was issued, except subject to the approval of, or except subject
to an authority given by the Company in general meeting by way of special resolution, and in
accordance with the provisions of the Act, provided that the dissenting Shareholders, being the
Shareholders who have not agreed to the proposal to vary the terms of the contracts or the
objects referred to in the prospectus, shall be given an exit offer by the promoters or controlling
Shareholders of the Company, at the fair market value of the Equity Shares as on the date of
the resolution of the Board of Directors recommending such variation in the terms of the
contracts or the objects referred to in the prospectus, in accordance with such terms and
conditions as may be specified on this behalf by the Securities and Exchange Board of India
and RBI.

3.6

61
 (a) Unless where the shares are issued in dematerialized form, every member or allottee of
Shares shall be entitled to receive, in marketable lots if applicable, within 2 months
after incorporation, in case of subscribers to the memorandum or after allotment or
within 1 month after the application for the registration of transfer or transmission, sub-
division, consolidation or renewal of the Shares or within such other period as the
conditions of issue shall be provided:

(i) one certificate for all his shares without payment of any charge; or

(ii) several certificates, each for one or more of his shares, upon payment of twenty
rupees for each certificate after the first.

(b) Every certificate shall specify the number of Shares to which it relates, distinctive
numbers of Shares in respect of which it is issued and the amount paid-up thereon and
shall be in such form as the directors may prescribe and approve.

(c) In respect of any Share or Shares held jointly by several persons, the Company shall
not be bound to issue more than one share certificate. The certificates of Shares
registered in the names of two or more persons shall be delivered to any one of such
persons named in the register of members and shall be deemed as sufficient delivery to
all such holders.

(d) Until the time Shares are dematerialised, the certificates of title to shares may be issued
under the Companies (Share Capital and Debentures) Rules, 2014 and other relevant
provisions under Applicable Law.

(e) Save as herein or in the Act otherwise provided, the Company shall be entitled to treat
the registered holder of any Share as the absolute owner thereof, and accordingly, shall
not, except as ordered by a Court of competent jurisdiction, or by statue, or the Act, be
bound to recognize any equitable, beneficial or other claim to or interest in such share
on the part of any other person.

3.7 Every holder of or subscriber to the securities of the Company shall have the option to receive
security certificates or to hold the securities with a depository. Such a person who is the
beneficial owner of the securities can at any time opt out of a depository, if permitted by law,
in respect of any security in the manner provided by the Depositories Act, 1996. If a person
opts to hold its security with a depository, the Company shall intimate such depository the
details of allotment of the security and on receipt of such information, the depository shall enter
in its record, the name of the allottees as the beneficial owner of that security. If a beneficial
owner seeks to opt out of a depository in respect of any security, he shall inform the depository
accordingly. The depository shall on receipt of such information make appropriate entries in its
records and shall inform the Company. The Company shall within thirty (30) days of the receipt
of intimation from a depository and on fulfillment of such conditions and on payment of such
fees as may be specified by the regulations issue to the beneficial owner the required certificates
for the securities. The Company shall also maintain an index of beneficial owners. The index
of beneficial owners shall also be in compliance with the Depositories Act, 1996 with details
of shares held in dematerialised forms in any medium as may be permitted by law, including in
any form of electronic medium.

3.8

(a) If any Share certificate be worn out, defaced, mutilated or torn or if there be no further
space on the back for endorsement of transfer, then upon production and surrender
thereof to the Company, a new certificate may be issued in lieu thereof, and if any
certificate is lost or destroyed then upon proof thereof to the satisfaction of the

62
 Company and on execution of such indemnity as the Company deem adequate, a new
certificate in lieu thereof shall be given. Every certificate under this Article shall be
issued without payment of fees if the directors so decide, or on payment of such fees
(not exceeding Rs. 20 (twenty rupees) for each certificate) as the directors shall
prescribe, provided that no fee shall be charged for issue of new certificates in
replacement of those which are old, defaced or worn out or where there is no further
space on the back thereof for endorsement of transfer, provided that notwithstanding
what is stated in this Article, the directors shall comply with such rules or regulation or
requirements of any Stock Exchange or the rules made under the Act or rules made
under the Securities Contracts (Regulation) Act, 1956 or any other Act, or rules
applicable thereof in this behalf.

(b) The provisions of Articles 3.6 and 3.8(a) shall mutatis mutandis apply to debentures of
the Company.

3.9 Except as required by law, no person shall be recognised by the Company as holding any Share
upon any trust, and the Company shall not be bound by, or be compelled in any way to recognise
(even when having notice thereof) any equitable, contingent, future or partial interest in any
Share, or any interest in any fractional part of a Share, or (except only as by these regulations
or by law otherwise provided) any other rights in respect of any Share except an absolute right
to the entirety thereof in the registered holder.

3.10 The Company may at any time pay commission in connection with the subscription or
procurement of subscription (whether be paid absolutely or conditionally) for any Shares,
debentures or other securities of the Company or for any Shares, debentures or other securities
of the Company but so that if the commission in respect of the Shares, debentures or other
securities shall be paid or payable out of capital, the statutory conditions and requirements shall
be observed and complied with and the amount or rate of commission shall not exceed the rates
prescribed under Section 40(6) of the Act, relevant Rules thereunder and the BR Act. The
commission may be paid or satisfied in cash or in shares, debentures or other securities of the
Company or partly in one way and partly in the other.

3.11

(a) If at any time the Share Capital is divided into different classes of Shares, the rights
attached to any class (unless otherwise provided by the terms of issue of the Shares of
that class) may, subject to the provisions of Section 48 of the Act and the BR Act, and
whether or not the Company is being wound up, be varied with the consent in writing
of the holders of three-fourths (3/4th) of the issued Shares of that class, or with the
sanction of a special resolution passed at a separate meeting of the holders of the Shares
of that class.

(b) To every such separate meeting, the provisions of these Articles relating to general
meetings shall mutatis mutandis apply, but so that the necessary quorum shall be at
least two (2) persons holding at least one-third (1/3rd) of the issued Shares of the class
in question.

3.12 The rights conferred upon the holders of the Shares of any class issued with preferred or other
rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that
class, be deemed to be varied by the creation or issue of further Shares ranking pari passu
therewith.

3.13 Subject to the provisions of Section 55 of the Act, the BR Act and the rules thereunder, any
preference shares may be issued on the terms that they are to be redeemed on such terms and

63
 in such manner as the Company before the issue of the Shares may, by special resolution,
determine.

3.14 The Company, in a general meeting, may by ordinary resolution:

(a) consolidate all or any of its Share Capital into shares of larger amount than its existing
shares;

(b) divide or sub-divide its Shares or any of them into Shares of smaller amount than is
fixed by the memorandum, and in such sub-division the proportion between the amount
paid and the amount, if any, unpaid on each reduced Share shall be the same as it was
in the case of the Share from which the reduced Share is derived; or

(c) cancel Shares which, at the date of the passing of the resolution in that behalf, have not
been taken or agreed to be taken by any person, and diminish the amount of its Share
Capital by the amount of the Shares so cancelled.

3.15 The Company shall not issue any Shares on discount except in case of sweat equity shares in
accordance with the terms and conditions prescribed in Section 54 of the Act and rules issued
thereunder.

3.16

(a) Subject to the provisions of the Act and the BR Act, the Company may, by ordinary
resolution:

(i) convert any paid-up Shares into stock; and

(ii) reconvert any stock into paid-up Shares of any denomination.

(b) Where Shares are converted into stock, the holders of stock may transfer the same or
any part thereof in the same manner as, and subject to the same regulations under
which, the Shares from which the stock arose might before the conversion have been
transferred, or as near thereto as circumstances admit; provided that the Board may,
from time to time, fix the minimum amount of stock transferable, so however, that such
minimum shall not exceed the nominal amount of the Shares for which the stock arose.

The holders of stock shall, according to the amount of stock held by them, have the
same rights, privileges and advantages as regards dividends, voting at meetings of the
Company, and other matters, as if they held the Shares form which the stock arose; but
no such privilege or advantage (except participation in the dividends and profits of the
Company and in the assets on winding-up) shall be conferred by an amount of stock
which would not, if existing in Shares, have conferred that privilege or advantage.

Such of the regulations of the Company (other than those relating to share warrants),
as are applicable to paid- up shares shall apply to stock and the words, “share” and
“shareholder” in those regulations shall include “stock” and “stockholder” respectively.

3.17 Where capital is paid in advance of calls upon the footing that the same shall carry interest,
such capital shall not, whilst carrying interest, confer a right to participate in profits.

3.18 Further issuance

64
(a) Where at any time the Company proposes to increase its subscribed capital by the issue
of further shares, then such shares shall be offered, subject to the Act, and the rules
made thereunder:

(A)
(i) to the persons who at the date of the offer are holders of the Equity
Shares of the Company in proportion as nearly as circumstances admit
to the paid-up Share Capital on those shares by sending a letter of offer
subject to the conditions mentioned in (ii) to (iv) below;

(ii) the aforesaid offer shall be made by notice, in compliance with the
provisions of the Act, specifying the number of shares offered and
limiting a time not being less than fifteen (15) days or such lesser
number of days as may be prescribed under Applicable Law and not
exceeding thirty (30) days from the date of the offer, within which the
offer if not accepted, shall be deemed to have been declined;

(iii) the aforesaid offer shall be deemed to include a right exercisable by

the person concerned to renounce the shares offered to him or any of
them in favour of any other person and the notice referred to in sub-
article (ii) shall contain a statement of this right;

(iv) after the expiry of time specified in the notice aforesaid, or on receipt
of earlier intimation from the person to whom such notice is given that
such person declines to accept the shares offered, the Board of
Directors may dispose them of in such manner which is not
disadvantageous to the Shareholders and the Company;

(B) to employees under any scheme of employees’ stock option subject to special
resolution passed by the Company and subject to the Rules and such other
conditions, as may be prescribed under Applicable Law; or

(C) to any person(s), if it is authorised by a special resolution, whether or not those

persons include the persons referred to in sub-article (A) or sub-article (B)
above either for cash or for a consideration other than cash, if the price of such
shares is determined by the valuation report of a registered valuer subject to
such conditions as may be prescribed under the Act and the rules made
thereunder;

(b) Nothing in sub-article (A) shall be deemed:

(i) to extend the time within which the offer should be accepted; or

(ii) to authorize any person to exercise the right of renunciation for a second time
on the ground that the person in whose favour the renunciation was first made
has declined to take the shares compromised in the renunciation.

(c) Nothing in this Article shall apply to the increase of the subscribed capital of the
Company caused by the exercise of an option as a term attached to the debentures
issued or loans raised by the Company to convert such debentures or loans into Shares
in the Company or to subscribe for Shares of the Company:

Provided that the terms of issue of such debentures or loans containing such an option
have been approved before the issue of such debentures or the raising of loans by a
special resolution passed by the Company in a general meeting.

65
 (d) Notwithstanding anything contained in sub-article (c) hereof, where any debentures
have been issued, or loan has been obtained from any government by the Company,
and if that government considers it necessary in the public interest so to do, it may, by
order, direct that such debentures or loans or any part thereof shall be converted into
Shares in the Company on such terms and conditions as appear to the government to
be reasonable in the circumstances of the case even if terms of the issue of such
debentures or the raising of such loans do not include a term for providing for an option
for such conversion:

Provided that where the terms and conditions of such conversion are not acceptable to
the Company, it may within such sixty (60) days from the date of communication of
such order, appeal to National Company Law Tribunal which shall after hearing the
company and the government pass such order as it deems fit.

4. LIEN

4.1

(a) The Company shall have a first and paramount lien upon all the Shares/debentures
(other than fully paid-up Shares/debentures) registered in the name of each
member/holder (whether solely or jointly with others) and upon the proceeds of sale
thereof for all moneys (whether presently payable or not) called or payable at a fixed
time in respect of such Shares/debentures and no equitable interest in any
Share/debenture shall be created except upon the condition that this Article will have
full effect and such lien shall extend to all dividends and bonuses from time to time
declared in respect of such Shares/debentures, provided that the Board may at any time
declare any Share to be wholly or in part exempt from the provisions of this Article.

(b) Unless otherwise agreed, the registration of a transfer of Shares/debentures shall not
operate as a waiver of the Company’s lien, if any, on such Shares/debentures. The
directors may at any time declare any Shares/debentures wholly or in part to be exempt
from the provisions of this Article.

4.2 The Company may sell, in such manner as the Board thinks fit, any Shares on which the
Company has a lien, provided that no sale shall be made:

(a) unless a sum in respect of which the lien exists is presently payable; or

(b) until the expiration of fourteen (14) days after a notice in writing stating and demanding
payment of such part of the amount in respect of which the lien exists as is presently
payable, has been given to the registered holder for the time being of the Share or the
person entitled thereto by reason of his death or insolvency.

4.3

(a) To give effect to any such sale, the Board may authorise some person to transfer the
Shares sold to the purchaser thereof.

(b) The purchaser shall be registered as the holder of the Shares comprised in any such
transfer.

(c) The purchaser shall not be bound to see to the application of the purchase money, nor
shall his title to the Shares be affected by any irregularity or invalidity in the
proceedings in reference to the sale.

66
 (d) The remedy (if any) of any person aggrieved by the sale shall be in damages only and
against the Company exclusively.

4.4

(a) The proceeds of the sale shall be received by the Company and applied in payment of
such part of the amount in respect of which the lien exists as is presently payable.

(b) The residue, if any, shall, subject to a like lien for sums not presently payable as existed
upon the Shares before the sale, be paid to the person entitled to the Shares at the date
of the sale.

5. CALLS ON SHARES

5.1 The Board shall not give the option or right to call on Shares to any person except with the
sanction of the Company in the general meeting, and:

(a) the Board may, from time to time, make calls upon the members in respect of any
monies unpaid on their Shares (whether on account of the nominal value of the Shares
or by way of premium) and not by the conditions of allotment thereof made payable at
fixed times;

(b) each member shall, subject to receiving at least fourteen (14) days’ notice specifying
the time or times and place of payment, pay to the Company, at the time or times and
place so specified, the amount called on his Shares; and

(c) a call may be revoked or postponed at the discretion of the Board.

5.2 A call shall be deemed to have been made at the time when the resolution of the Board
authorising the call was passed and may be required to be paid by instalments.

5.3 If any Share stands in the names of two or more persons, the person first named in the register
of members of the Company shall, as regards receipt of dividends, or cash bonus, or service of
notice, or any other matter connected with the Company, except voting at meetings and transfer
of the Shares, be deemed the sole holder thereof, but the joint holders of a Share shall be
severally as well as jointly liable for the repayment of all instalments or calls and other
payments due in respect of such Shares.

5.4

(a) If a sum called in respect of a Share is not paid before or on the day appointed for
payment thereof, the person from whom the sum is due shall pay interest thereon from
the day appointed for payment thereof to the time of actual payment at ten per cent.
(10%) per annum or at such lower rate, if any, as the Board may determine.

(b) The Board shall be at liberty to waive payment of any such interest wholly or in part.

5.5

(a) Any sum which by the terms of issue of a Share becomes payable on allotment or at
any fixed date, whether on account of the nominal value of the Share or by way of
premium, shall, for the purposes of these regulations, be deemed to be a call duly made
and payable on the date on which by the terms of issue such sum becomes payable.

67
 (b) In case of non-payment of such sum, all the relevant provisions of these regulations as
to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum
had become payable by virtue of a call duly made and notified.

5.6 The Board:

(a) may, if it thinks fit, subject to the provisions of Section 50 of the Act, receive from any
member willing to advance the same, all or any part of the monies uncalled and unpaid
upon any Shares held by him; and

(b) upon all or any of the monies so advanced, may (until the same would, but for such
advance, become presently payable) pay interest at such rate not exceeding, unless the
Company in general meeting shall otherwise direct, twelve per cent. (12%) per annum,
as may be agreed upon between the Board and such member, provided that money paid
in advance of calls shall not confer a right to participate in profits or dividend or to
participate in profits. The directors may at any time repay the amount so advanced.

5.7 The members shall not be entitled to any voting rights in respect of the moneys so paid by him
until the same would but for such payment, become presently payable.

5.8 The provisions of this Article 5 shall mutatis mutandis apply to the calls on debentures of the
Company.

6. TRANSFER AND TRANSMISSION OF SHARES

6.1 A common form of transfer shall be used and the instrument of transfer of any Share in the
Company shall be in writing and all provisions of Section 56 of the Act and statutory
modification thereof for the time being shall be duly complied with in respect of all transfer of
Shares and registration thereof and be executed by or on behalf of both the transferor and
transferee, subject to Applicable Law.

6.2 The transferor shall be deemed to remain a holder of the Share until the name of the transferee
is entered in the register of members in respect thereof, subject to Applicable Law.

6.3 The Board may, subject to the right of appeal conferred by Section 58 of the Act, decline to
register:

(a) the transfer of a Share, not being a fully paid Share, to a person of whom they do not
approve; or

(b) any transfer of Shares on which the Company has a lien.

6.4 Subject to the provisions of Sections 58 and 59 of the Act, these Articles and other applicable
provisions of the Act or any other law for the time being in force, the Board of Directors may
refuse whether in pursuance of any power of the Company under these Articles or otherwise to
register the transfer of, or the transmission by operation of law of the right to, any Shares or
interest of a member therein or debentures of the Company. The Company shall within one (1)
month from the date on which the instrument of transfer, or the intimation of such transmission,
as the case may be, was delivered to the Company, send notice of the refusal to the transferee
and the transferor or to the person giving intimation of such transmission, as the case may be,
giving reasons for such refusal. Provided that the registration of a transfer shall not be refused
on the ground of the transferor being either alone or jointly with any other person or persons
indebted to the Company on any account whatsoever except where the Company has a lien on
Shares. Subject to Applicable Law and upon Listing, the transfer of Shares in whatever lot shall

68
 not be refused. Such refusal shall not be affected by the fact that the proposed transferee is
already a member.

6.5 No fee shall be charged for registration of transfer, transmission, probate, succession certificate
and letters of administration, certificate of death or marriage, power of attorney or similar other
document.

6.6 On giving not less than seven (7) days’ previous notice in accordance with Section 91 of the
Act and rules made thereunder, the registration of transfers (including register books, the
register of members and/or the register of debenture holders) may be suspended or closed at
such times and for such periods as the Board may from time to time determine, provided that
such registration shall not be suspended for more than thirty (30) days at any one time or for
more than forty-five (45) days in the aggregate in any year.

6.7

(a) On the death of a member, the survivor or survivors where the member was a joint
holder, and his nominee or nominees or legal representatives where he was a sole
holder, shall be the only persons recognised by the Company as having any title to his
interest in the Shares.

(b) Nothing in Article 6.7(a) shall release the estate of a deceased joint holder from any
liability in respect of any Share which had been jointly held by him with other persons.

6.8

(a) Any person becoming entitled to a Share in consequence of the death, lunacy or
insolvency of a member may, upon such evidence being produced as may from time to
time properly be required by the Board and subject as hereinafter provided, elect, either:

(i) to be registered himself as holder of the Share; or

(ii) to make such transfer of the Share as the deceased, lunatic or insolvent member
could have made.

(b) The Board shall, in either case, have the same right to decline or suspend registration
as it would have had, if the deceased, lunatic or insolvent member had transferred the
Share before his death or insolvency.

6.9

(a) If the person so becoming entitled shall elect to be registered as holder of the Share
himself, he shall deliver or send to the Company a notice in writing signed by him
stating that he so elects.

(b) If the person aforesaid shall elect to transfer the Share, he shall testify his election by
executing a transfer of the Share.

(c) All the limitations, restrictions and provisions of these regulations relating to the right
to transfer and the registration of transfers of Shares shall be applicable to any such
notice or transfer as aforesaid as if the death or insolvency of the member had not
occurred and the notice or transfer were a transfer signed by that member.

6.10 A person becoming entitled to a Share by reason of the death or insolvency of the holder shall
be entitled to the same dividends and other advantages to which he would be entitled if he were

69
 the registered holder of the Share, except that he shall not, before being registered as a member
in respect of the Share, be entitled in respect of it to exercise any right conferred by membership
in relation to meetings of the Company, provided that the Board may, at any time, give notice
requiring any such person to elect either to be registered himself or to transfer the Share, and if
the notice is not complied with within ninety (90) days, the Board may thereafter withhold
payment of all dividends, bonuses or other monies payable in respect of the Share, until the
requirements of the notice have been complied with.

6.11 Every transmission of a Share shall be verified in such manner as the Directors may require and
the Company may refuse to register any such transmission until the same be so verified or until
or unless an indemnity be given to the Company with regard to such registration which the
Directors at their discretion shall consider sufficient, provided nevertheless that there shall not
be any obligation of the Company or the Directors to accept any indemnity.

6.12 The Company shall incur no liability or responsibility whatever in consequence of its
registering or giving any effect to any transfer of Shares, made or purporting to be made by any
apparent legal owner thereof (as shown or appearing in the register) to the prejudice of a person
having or claiming any equitable right, title or interest to or in the said Shares not withstanding
that the Company may have had notice of such equitable right, title or interest, or notice
prohibiting registration of such transfer and may have entered such notice referred hereto in
any book or record of the Company, and the Company shall not be bound or required to regard
or to attend or give effect to any notice which may be given to it of any equitable right, title or
interest, or be under any liability whatsoever for refusing or neglecting so to do,
notwithstanding that the notice may have been entered in or referred to in some book or record
of the Company, but the Company shall nevertheless, be at liberty to regard and attend to any
such notice, and give effect thereto if the Board shall so think fit.

6.13 The provisions of these Articles shall mutatis mutandis apply to the transfer of debentures and
other securities of the Company or transmission thereof by operation of law.

7. FORFEITURE OF SHARES

7.1 If a member fails to pay any call, or installment of a call, on the day appointed for payment
thereof, the Board may, at any time thereafter during such time as any part of the call or
installment remains unpaid, serve a notice on him requiring payment of so much of the call or
installment as is unpaid, together with any interest which may have accrued.

7.2 The notice aforesaid shall:

(a) name a further day (not being earlier than the expiry of fourteen (14) days from the date
of service of the notice) on or before which the payment required by the notice is to be
made; and

(b) state that, in the event of non-payment on or before the day so named, the Shares in
respect of which the call was made shall be liable to be forfeited.

7.3 If the requirements of any such notice as aforesaid are not complied with, any Share in respect
of which the notice has been given may, at any time thereafter, but before the payment required
by the notice has been made, be forfeited by a resolution of the Board to that effect. Such
forfeiture may include all dividends declared in respect of the forfeited shares and not actually
paid before the forfeiture as resolved by the Board.

7.4

70
 (a) A forfeited Share shall be deemed to be the property of the Company and may be sold,
re-allotted or otherwise disposed of on such terms and in such manner as the Board
thinks fit.

(b) At any time before a sale or disposal as aforesaid, the Board may cancel the forfeiture
on such terms as it thinks fit.

7.5

(a) A person whose Shares have been forfeited shall cease to be a member in respect of the
forfeited Shares, but shall, notwithstanding the forfeiture, remain liable to pay to the
Company all monies (including interest, calls and expenses) which, at the date of
forfeiture, were presently payable by him to the Company in respect of the Shares.

(b) The liability of such person shall cease if and when the Company shall have received
payment in full of all such monies in respect of the Shares.

7.6

(a) A duly verified declaration in writing that the declarant is a Director, the manager or
the secretary, of the Company, and that a Share in the Company has been duly forfeited
on a date stated in the declaration, shall be conclusive evidence of the facts therein
stated as against all persons claiming to be entitled to the Shares;

(b) the Company may receive the consideration, if any, given for the Share on any sale or
disposal thereof and may execute a transfer of the Share in favour of the person to
whom the Share is sold or disposed of;

(c) the transferee shall thereupon be registered as the holder of the Share; and

(d) the transferee shall not be bound to see to the application of the purchase money, if any,
nor shall his title to the Share be affected by any irregularity or invalidity in the
proceedings in reference to the forfeiture, sale or disposal of the Share.

7.7 The provisions of these regulations as to forfeiture shall apply in the case of non-payment of
any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on
account of the nominal value of the Share or by way of premium, as if the same had been
payable by virtue of a call duly made and notified.

7.8 When any Share shall have been so forfeited, notice of the forfeiture shall be given to the
member in whose name such Share stood immediately prior to the forfeiture, and an entry of
the forfeiture, with the date thereof, shall forthwith be made in the register. Upon forfeiture,
such member shall cease to be a member of the Company.

7.9 The forfeiture of a Share shall involve extinction, at the time of the forfeiture, of all interest in
and all claims and demands against the Company, in respect of such forfeited Share and all
other rights incidental to the Share, except only such of those rights as by these presents are
expressly saved.

7.10 Neither a judgment nor a decree in favour of the Company for calls or other moneys due in
respect of any Shares nor any part payment or satisfaction thereunder nor the receipt by the
Company of a portion of any money which shall from time to time be due from any member in
respect of any Shares either by way of principal or interest nor any indulgence granted by the
Company in respect of payment of any money shall preclude the forfeiture of such Shares as
herein provided.

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8. INCREASE AND REDUCTION OF CAPITAL

8.1 Subject to Article 18, the Company may, from time to time, in a general meeting, by an ordinary
resolution, whether all the Shares for the time being authorised shall have been issued or not
and whether all the Shares for the time being issued shall have been fully called up or not,
increase its authorised Share Capital as may be deemed expedient. Such new Shares may be
divided into such classes and be of such value as the resolution authorising such increase
directs. The Board may increase the subscribed and paid up Share Capital of the Company by
the issue of further Shares in accordance with the applicable provisions of the Act.

8.2 Except in so far as otherwise provided by the conditions of issue or by these Articles, any capital
raised by the creation of new Shares, equity or preference, shall be considered as part of the
existing Share Capital, shall rank pari passu with the Shares of that class, and shall be subject
to the provisions herein contained with reference to the payment of calls and installments,
forfeiture, lien, surrender, transfer and transmission, voting and otherwise.

8.3 Subject to the provisions of Sections 66 of the Act and to confirmation by the court / tribunal,
the Company may by special resolution, reduce its Share Capital and/or any capital redemption
reserve account and/or the securities premium account in any manner authorized under law and
with, and subject to, any incidental authorization or consent required or such other steps that
need to be undertaken in accordance with law.

9. CAPITALISATION OF PROFITS

9.1

(a) The Company in general meeting may, upon the recommendation of the Board, resolve:

(i) that it is desirable to capitalise any part of the amount for the time being
standing to the credit of any of the Company’s reserve accounts, or to the credit
of the profit and loss account, or otherwise available for distribution; and

(ii) that such sum be accordingly set free for distribution in the manner specified
in Article 9.1(b) amongst the members who would have been entitled thereto,
if distributed by way of dividend and in the same proportions.

(b) The sum aforesaid shall not be paid in cash but shall be applied, subject to the provision
contained in Article 9.1(c), either in or towards:

(i) paying up any amounts for the time being unpaid on any Shares held by such
members respectively;

(ii) paying up in full, unissued Shares of the Company to be allotted and

distributed, credited as fully paid-up, to and amongst such members in the
proportions aforesaid; and

(iii) partly in the way specified in Article 9.1(b)(i) and partly in that specified in
Article 9.1(b)(ii).

(c) A securities premium account and a capital redemption reserve account may, for the
purposes of this regulation, be applied in the paying up of unissued Shares to be issued
to members of the Company as fully paid bonus shares;

(d) The Board shall give effect to the resolution passed by the Company in pursuance of
this Article.

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9.2

(a) Whenever such a resolution as aforesaid shall have been passed, the Board shall:

(i) make all appropriations and applications of the undivided profits resolved to be
capitalised thereby, and all allotments and issues of fully paid Shares if any;
and

(ii) generally do all acts and things required to give effect thereto.

(b) The Board shall have power:

(i) to make such provisions, by the issue of fractional certificates or by payment

in cash or otherwise as it thinks fit, for the case of Shares becoming
distributable in fractions; and

(ii) to authorise any person to enter, on behalf of all the members entitled thereto,
into an agreement with the Company providing for the allotment to them
respectively, credited as fully paid-up, of any further Shares to which they may
be entitled upon such capitalisation, or as the case may require, for the payment
by the Company on their behalf, by the application thereto of their respective
proportions of profits resolved to be capitalised, of the amount or any part of
the amounts remaining unpaid on their existing Shares;

(c) Any agreement made under such authority shall be effective and binding on such
members.

10. BUY-BACK OF SHARES

Notwithstanding anything contained in these Articles, but subject to the provisions of Section
68 to 70 of the Act, provisions of BR Act and guidelines issued by the RBI from time to time,
FEMA, SEBI regulations and any other Applicable Law for the time being in force, the
Company may purchase its own Shares or specified securities in such manner as may be
prescribed.

11. DEMATERIALISATION AND REMATERIALISATION OF SHARES

The Company shall be entitled to dematerialise its existing Shares and rematerialise its Shares
held in the depositories and/or to issue fresh Shares in a dematerialised form pursuant to the
Depositories Act, 1996 and rules framed thereunder, if any.

12. TERMS OF ISSUE OF DEBENTURES

12.1 Any debentures, debenture-stock or other securities may be issued, in accordance with
Applicable Law, at a discount, premium or otherwise and may be issued on condition that they
shall be convertible into Shares of any denomination, and with any privileges and conditions as
to redemption, surrender, drawing, allotment of Shares, attending (but not voting) at the General
Meeting, appointment of Directors, etc., subject to Applicable Law. Debentures with the right
to conversion into or allotment of Shares shall be issued only with the consent of the Company
in a general meeting by special resolution.

12.2 Any bonds, debenture stock or other securities issued or to be issued by the Company shall be
under the control of the Directors who may issue them upon such terms and conditions and in

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 such manner and for such consideration as they shall consider to be for the benefit of the
Company.

12.3 The Directors shall cause a proper register to be kept in accordance with the provisions of
Section 85 of the Act of all mortgages and charges specifically affecting the property of the
Company, and shall duly comply with any other requirements of the said Act in regard to
registration of mortgages and charges and of copies of instruments creating such mortgages and
charges. Subject to Applicable Law, such sum as may be prescribed by the Act shall be payable
by any person other than a creditor or member of the Company for each inspection of the
register of charges.

13. UNPAID OR UNCLAIMED DIVIDEND

13.1 Where the Company has declared a dividend but which has not been paid or claimed within
thirty (30) days from the date of declaration, the Company shall, within seven (7) days from the
date of expiry of the said period of thirty (30) days, transfer the total amount of dividend which
remains unpaid or unclaimed within the said period of thirty (30) days, to a special account to
be opened by the Company in that behalf in any scheduled bank, to be called “Unpaid Dividend
of Utkarsh Small Finance Bank Limited Account”.

13.2 Any money transferred to the unpaid dividend account of the Company which remains unpaid
or unclaimed for a period of seven (7) years from the date of such transfer, shall be transferred
by the Company to the Investor Education and Protection Fund established under Section 125
of the Act.

13.3 No unclaimed or unpaid dividend shall be forfeited by the Board of Directors until the claim
becomes barred by law.

14. Bonus Shares

The Company may issue fully paid-up bonus Shares to its Shareholders in accordance with
the provisions of Section 63 of the Act, BR Act and other Applicable Laws.

15. BOARD OF DIRECTORS OF THE COMPANY

15.1 Subject to the provisions of Section 149 of the Act and unless and until otherwise agreed and
determined by the Company by a special resolution, the Board shall consist of a minimum of
three (3) Directors and a maximum of fifteen (15) Directors. Majority of the Board shall include
persons with professional and other experience as required under the BR Act. The Company
shall appoint such number of independent directors and women Director as may be required
under the Act, BR Act or any other Applicable Law for the time being in force.

15.2 Subject to the Act and Applicable Law:

(a) any Shareholder who (along with its Affiliates) owns at least nine per cent. (9%) or
more Shares on a Fully Diluted Basis (excluding: (i) any employee stock options
granted by the Company; and (ii) any Shares issued by the Company pursuant to an
exercise of such employee stock options), shall have the right to nominate one (1)
Director on the Board; and

(b) UCL shall have the right to appoint such number of Directors which is one (1) more
than the total number of Directors appointed pursuant to Articles 15.2(a) (excluding
any Director nominated by UCL under Article 15.2(a)) and 32.4, provided that this
right of UCL to appoint such additional Directors shall cease and terminate upon the

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 earlier of: (i) merger of UCL with the Company; or (ii) UCL ceasing to hold more than
forty per cent. (40%) of the Shares.

15.3 The Board shall be responsible for compliance with all Applicable Law as well as the listing
agreement and all the policies adopted by the Company, including the anti-corruption policy,
in the course of carrying out the supervision and management of the Company.

15.4 The Company may exercise the powers conferred on it by Section 88 of the Act with regard to
the keeping of a foreign register; and the Board may (subject to the provisions of that Section)
make and vary such regulations as it may think fit respecting the keeping of any such register.
The Company shall cause to be kept a register of members, an index of members, a register of
debenture holders and an index of debenture holders in accordance with Section 88 of the Act.

15.5 All cheques, promissory notes, drafts, hundis, bills of exchange and other negotiable
instruments, and all receipts for monies paid to the Company, shall be signed, drawn, accepted,
endorsed, or otherwise executed, as the case may be, by such person and in such manner as the
Board shall from time to time by resolution determine.

15.6

(a) Subject to the provisions of Section 149 and Section 161 of the Act, the Board shall
have power at any time, and from time to time, to appoint a person as an additional
director, provided the number of the Directors and additional directors together shall
not at any time exceed the maximum strength fixed for the Board by the Articles.

(b) Such person shall hold office only up to the date of the next annual general meeting of
the Company but shall be eligible for appointment by the Company as a Director at that
meeting subject to the provisions of the Act.

15.7 No member shall be entitled to visit or inspect any office/branch office of the Company without
the permission of the Board of Directors of the Company or any other person authorized on that
behalf by the Board of Directors of the Company to require discovery of or any information
respecting any details of the Company's business or any matter which is or may be in the nature
of a trade secret, mystery of trade secret or trade process or any other matter which may relate
to the conduct of the business of the Company which in the opinion of the Board of Directors
of the Company, it would be inexpedient in the interest of the Company to disclose.

16. DIRECTORS

16.1 The total managerial remuneration payable by the Company to its Directors, including
managing Director and whole-time Director and its manager shall be in accordance with the
applicable provisions under the Act and the rules thereunder. An individual may be appointed
or reappointed as the chairperson of the Company, in pursuance of these Articles, as well as the
managing director or chief executive officer of the Company at the same time, if the Board
deems fit and such appointment is made in accordance with the procedure set out under these
Articles and the Applicable Law. Subject to the provisions of Sections 197 of the Act, the
remuneration and traveling and other expenses payable to the Directors of the Company may
be hereinafter provided as below:

(a) each Director, other than managing director, manager or whole-time director, shall be
paid out of the funds of the Company a remuneration by way of fee, of such sum for
each meeting of the Board of Directors or committee of the Board attended by him/her
as may be determined by the Board from time to time within the limits prescribed by
the Act or central government or the RBI from time to time;

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 (b) in addition to the remuneration payable as above, the Director may be reimbursed such
sum as the Board may consider fair compensation for traveling, hotel, and other
incidental expenses incurred by him in attending and returning from the meetings of
the Board of Directors or any committee thereof or general meetings of the Company;

(c) a Director including a part-time chairman who is neither in the whole time employment
of the Company nor a managing director, if called upon and willing to render extra
services whether of a professional or nonprofessional nature may be paid remuneration
either by way of monthly, quarterly or annual payment as may be determined by the
Board, subject to the provisions of the Applicable Law, and such remuneration may be
in addition to the remuneration payable under sub-article (a) above;

(d) in addition to the remuneration payable under sub-article (c) above, any Director
referred to therein shall be reimbursed such sum as the Board may consider fair
compensation for traveling, hotel and other incidental expenses incurred by him in
connection with the business of the Company.

16.2 A Director shall not be required to hold any Shares to qualify him to act as a Director of the
Company.

16.3 Subject to Sections 152, 160 and other applicable provisions of the Act and the BR Act, one
third (1/3rd) of the total number of Directors of the Company may be non-retiring Directors.

16.4 Subject to the provisions of Section 161 of the Act, the Board shall have power at any time, and
from time to time, to appoint a person as an alternate director for a Director during his absence
for a period of not less than three (3) months from India. who shall be entitled to receive notice
of all meetings of the Board and attend and vote at any meeting at which the Director appointing
him is not personally present, and generally in the absence of his appointer to do all the things
which his appointer is authorised or empowered to do. A Director who is also acting as an
alternate of another Director shall be entitled, in the absence of his appointer, to a separate vote
on behalf of his appointer in addition to his own vote, and to be counted as part of the quorum
of the Board on both his own account and in respect of the Director for whom he is the alternate.
An alternate Director appointed under this Article shall not hold office as such for a period
longer than that permissible to the original Director in whose place he has been appointed and
shall vacate office if and when the original Director returns to India or prior as may be
determined. Any provisions in the Act or in these Articles for the automatic reappointment of
retiring Director in default of another appointment shall apply to the original Director and not
to the alternate Director. An alternate Director for an independent director must be an
independent director.

16.5 Subject to the provisions of Section 197 of the Act, no Director, managing or whole-time
director or other officer of the Company shall be liable for the acts, receipts, neglects or defaults
of any other director or officer or for joining in any respect of other act for conformity or for
any loss or expenses happening to the Company through the insufficiency or deficiency of title
to any property acquired by order of the Directors in or upon which any of the moneys of the
Company shall be invested or for any loss or damage arising from the bankruptcy, insolvency
or tortuous act of any person, Company or corporation with whom any moneys, securities or
effects shall be entrusted or deposited or for any loss occasioned by any error of judgment,
omission or default or oversight on his part or for any other loss or damage or misfortune
whatever which shall happen in the execution of the duties of his office or in relation thereto
unless the same happens through his own dishonesty.

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17. BOARD MEETINGS

17.1 Meetings of the Board shall be properly convened and held at such times and places as may be
determined by the Board from time to time subject to Applicable Law, but shall be held at least
once every Quarter, in such a manner that not more than one hundred and twenty (120) days
shall intervene between two (2) consecutive meetings of the Board.

17.2 No meeting of the Board shall be convened on less than seven] (7) days’ written notice to the
Directors, provided that a meeting of the Board may be convened at shorter notice in accordance
with the provisions of the Act. The notice, agenda items and other relevant documents shall be
provided for consideration of the Board members for each of the Board meeting. Subject to
Applicable Law, any additional items and supplementary material may be taken up for
consideration at a Board meeting with the permission of the chairman and with the consent of
a majority of the Directors present in the meeting, which, if applicable, must include at least
one independent director or the decisions at such meeting must be ratified by such independent
director. Save for any such validly notified additional item, the business conducted at any
meeting of the Board shall only comprise those matters expressly stated in the agenda notice
convening such meeting or were considered at the meeting by following the aforesaid
procedure.

17.3 The quorum for any meeting of the Board shall be one-third (1/3rd) of the total strength of the
Board or two (2) Directors, whichever is higher.

17.4 If a quorum is not present within one (1) hour of the time appointed for a meeting, the meeting
shall stand adjourned to the same place and time seven (7) days after the original date set for
such meeting of the Board. If a quorum is not present within one (1) hour of the time appointed
for the adjourned meeting, the meeting shall again stand adjourned to the same time and place
seven (7) days after the date set for the adjourned meeting. If a quorum is not present within
one (1) hour of the time appointed for the second adjourned meeting, then: (a) the Directors
present shall form the quorum for such second adjourned meeting and may vote on all matters
included in the agenda for such meeting of the Board; or (b) the meeting shall again stand
adjourned to the same time and place seven (7) days after the date set for the second adjourned
meeting if the majority of directors present for the second adjourned meeting approve of such
adjournment. If a quorum is not present within one (1) hour of the time appointed for the third
adjourned meeting, the Directors present shall form the quorum for such third adjourned
meeting and may vote on all matters included in the agenda for such meeting of the Board.

17.5 Subject to compliance with Applicable Laws, any Director may participate and vote in a
meeting of the Board by means of video conference by means of which all persons participating
in the meeting can hear each other throughout the duration of the meeting. Participation in such
meeting shall constitute attendance and presence in person at the meeting of the Director so
participating and shall be counted towards the quorum required for such meeting.

17.6 A resolution in writing, signed by majority of the Directors for the time being entitled to receive
notice of a meeting of the Directors, shall be as valid and effectual as if it had been passed at a
meeting of the Directors duly convened and held. Resolutions in writing of the Directors may
be signed in counterparts.

17.7 The Board shall have the power to constitute, if necessary, committees of the Board and to
delegate such powers to committees as the Board deems fit. Unless otherwise decided by the
Board in writing, the provisions relating to quorum, voting and passing of resolutions applicable
to the Board shall apply to the extent permissible or practicable to any Board committee.

17.8 The Directors may subject to the provisions of the Act and the BR Act, delegate any of their
powers to committees consisting of such member or members of their body as they think fit

77
 and they may from time to time revoke such delegation. Any committee so formed shall in the
exercise of the powers so delegated, conform to any regulations that may from time to time be
imposed on it by the Directors.

17.9 The meetings and proceedings of any such committee of the Board consisting of two or more
members shall be governed mutatis mutandis by the provisions herein contained for regulating
the meetings and proceedings of the Directors, so far as the same are applicable thereto and are
not superseded by any regulations made by the Directors under the last preceding Article.

17.10 No resolution shall be deemed to have been passed by the Board or by a committee thereof by
circulation, unless: (a) the resolution has been circulated in draft together with the necessary
papers, if any, including through such electronic means to all the Directors or to all the members
of the committee at their usual address in India, and in the case of any Director residing abroad,
such papers shall also be transmitted by fax or telex to such Director’s fax or telex numbers
abroad; and (b) the resolution has been approved by majority of directors or members of the
committee who are entitled to vote on the resolution.

18. GENERAL MEETING

18.1 Meetings of the Shareholders shall be convened by the Company or by any Shareholder and
held in accordance with applicable provisions of the Act and the Articles.

18.2 The Company may be called by giving not less than clear 21 days’ notice in writing or through
electronic mode. However, a general meeting may be called after giving a shorter notice of less
than clear 21 days, if consent is accorded thereto (including by electronic means) by 95% of
the members of the Company entitled to vote at that meeting.

18.3 The quorum for the meeting of Shareholders shall be as provided in Section 103 of the Act.

18.4 The chairperson, if any, of the Board shall preside as chairperson at every general meeting of
the Company.

18.5 If there is no such chairperson, or if he is not present within fifteen (15) minutes after the time
appointed for holding the meeting, or is unwilling to act as chairperson of the meeting, the
Directors present shall elect one (1) of their members to be chairperson of the meeting.

18.6 If at any meeting no Director is willing to act as chairperson or if no Director is present within
fifteen (15) minutes after the time appointed for holding the meeting, the members present shall
choose one (1) of their members to be chairperson of the meeting.

18.7 Subject to the Applicable Law, the Chairman shall be appointed only with the prior approval
of the RBI and shall be entitled to take the chair at every general meeting.

18.8 Subject to Sections 101 and 102 of the Act, every notice of a meeting of the Company shall
specify the place, the date and time of the meeting, and shall contain a statement of the business
to be transacted at the meeting. No general meeting, annual or extra-ordinary, shall deliberate
upon, discuss or transact any business which is not specifically mentioned in the notice or notice
convening the same.

18.9 A document may be served by the Company on any member thereof either personally or by
sending it by post or courier service to such member’s registered address (supplied by such
member to the Company) for the giving of notice to and serving of documents on such member
or by means of such electronic or other mode as may be prescribed.

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19. ADJOURNMENT OF MEETING

19.1 The chairperson may, with the consent of any meeting at which a quorum is present, and shall,
if so directed by the meeting, adjourn the meeting from time to time and from place to place,
and:

(a) no business shall be transacted at any adjourned meeting other than the business left
unfinished at the meeting from which the adjournment took place;

(b) when a meeting is adjourned for thirty (30) days or more, notice of the adjourned
meeting shall be given as in the case of an original meeting; and

(c) save as aforesaid, and as provided in Section 103 of the Act, it shall not be necessary
to give any notice of an adjournment or of the business to be transacted at an adjourned
meeting.

19.2 If within half an hour from the time appointed for holding the meeting of the Company, a
quorum is not present, the meeting if convened upon the requisition of members as aforesaid,
shall stand dissolved, but in any other case, it shall stand adjourned to the same day in the next
week, at the same time and place (in which case no notice of adjournment or of the business to
be transacted at adjourned meeting shall be necessary) or to such other day and place as the
Board may determine, if at such adjourned meeting, a quorum is not present within half an hour
from the time appointed for holding the meeting among those members who are personally
present shall form the quorum.

20. VOTING AT BOARD MEETINGS AND SHAREHOLDERS’ MEETINGS

20.1 The Board shall decide on all matters concerning the Company by simple majority, other than
matters specifically reserved for the Shareholders under the applicable provisions of the Act.

20.2 Meetings of Shareholders shall pass resolutions of Shareholders (through e-voting, postal ballot
or as may be prescribed by the Act) in respect of all matters reserved for Shareholders under
the applicable provisions of the Act, by simple majority or by any other majority required under
the applicable provisions of the Act; and/or as provided under the terms of these Articles,
provided that the voting rights shall be subject to the restrictions imposed under Section 12 of
the BR Act.

20.3 The Company shall provide the facility of electronic voting to its members in the manner
prescribed under Section 108 of the Act, and applicable Rules.

20.4 The Company shall seek approval of shareholders through postal ballot with respect to the
matters and in the manner prescribed in the Rules from time to time and postal ballot shall
include voting through electronic mode.

21. PROXY

21.1 Subject to Applicable Law, the instrument appointing a proxy and the power-of-attorney or
other authority, if any, under which it is signed or a notarised copy of that power or authority,
shall be deposited at the registered office of the Company not less than forty-eight (48) hours
before the time for holding the meeting or adjourned meeting at which the person named in the
instrument proposes to vote, or, in the case of a poll, not less than forty-eight (48)hours before
the time appointed for the taking of the poll; and in default the instrument of proxy shall not be
treated as valid.

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21.2 An instrument appointing a proxy shall be in the form as prescribed in the rules made under
Section 105 of the Act.

21.3 A vote given in accordance with the terms of an instrument of proxy shall be valid,
notwithstanding the previous death or insanity of the principal or the revocation of the proxy or
of the authority under which the proxy was executed, or the transfer of the Shares in respect of
which the proxy is given, provided that no intimation in writing of such death, insanity,
revocation or transfer shall have been received by the Company at its office before the
completion of the meeting or adjourned meeting at which the proxy is used.

22. STATUTORY AUDITORS

The appointment, qualifications, removal, powers, rights, duties and remuneration of the
Auditors shall be regulated by and in accordance with the Act and the BR Act.

23. JOINT HOLDERS

23.1 Where two (2) or more persons are registered as the holders of any Share they shall be deemed
to hold the same as joint holders with benefits of survivorship subject to the following and other
provisions in the Articles:

(a) the Company may be entitled to decline to register more than three (3) persons as the
joint holders of any Shares;

(b) the joint holders of any Share shall be liable severally as well as jointly for and in
respect of all calls and other payments which ought to be made in respect of such Share;

(c) on the death of any such joint holder the survivor or survivors shall be the only person
or persons recognised by the Company as having any title to the Share but the Directors
may require such evidence of death as they may deem fit and nothing herein contained
shall be taken to release the estate of deceased joint holders from any liability in respect
of the Shares held by him jointly with any other person;

(d) only the person whose name stands first in the register of members may give effectual
receipts for any dividends or other money payable in respect of such Share;

(e) only the person whose name stands first in the register of members as one (1) of the
joint-holders of any Share shall be entitled to delivery of the certificate relating to such
Share or to receive documents from the Company and any documents served on or sent
to such person shall be deemed served on all the joint-holders; and

(f) any one (1) of two (2) or more joint-holders may vote at any meeting either personally
or by proxy in respect of such Shares as if he were solely entitled thereto and if more
than one (1) of such joint holders be present at any meeting personally or by proxy then
that one (1) of such persons so present whose name stand first or higher (as the case
may be) on the register in respect of such Shares shall alone be entitled to vote in respect
thereof but the other or others of the joint holders shall be entitled to be present at the
meeting. Provided always that a joint holders present at any meeting personally shall
be entitled to vote in preference to a joint holder present by proxy although the name
of such joint holder present by proxy stands first or higher in the register in the register
in respect of such Shares. Several executors or administrators of a deceased member in
whose (deceased member's) sole name any Share stands shall for the purposes of this
Article be deemed joint-holders.

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24. POWER TO BORROW

Subject to Applicable Law, the Directors may, from time to time, by a resolution passed at a
meeting of the Board borrow moneys for the purpose of the Company. Provided that the
Directors shall not borrow moneys except with the approval of the Company in a general
meeting by a special resolution where moneys to be borrowed together with the money already
borrowed by the Company, apart from temporary loans obtained in its ordinary course of
business and except as otherwise provided hereafter, shall exceed the aggregate of the paid-up
capital of the Company and its free reserves or limits as set under the Act.

Provided that nothing contained herein above shall apply to:

(i) any sums of moneys borrowed by the Company from any other banking companies or
from the RBI, State Bank of India or any other banks established by or under any law
for the time being in force; and

(ii) acceptance by the Company in the ordinary course of business of deposits of money
from the public, repayable on demand or otherwise and withdrawable by cheque, draft,
order or otherwise.

The expression “temporary loans” means loans repayable on demand or within 6 months from
the date of the loan such as short-term, cash credit arrangements, the discounting of bills and
the issue of other short-term loans of a seasonal character, but does not include loans raised for
the purpose of financial expenditure of a capital nature.

25. DELEGATION OF POWER BY BOARD

The Board shall from time to time entrust to, authorise, empower and confer upon identified
Persons, by resolution or by power of attorney such of the powers, authorities, duties and
discretions as specifically provided in such resolution or power of attorney.

26. Covenants

26.1 Reporting Covenants: The Company shall:

(a) within ninety (90) days after the end of each Financial Year, make the S&E
Performance Report available to all the Shareholders by placing it on its website,
confirming compliance with the social and environmental covenants of Social and
Environmental Action Plan and Applicable S&E Law or, as the case may be,
identifying any non-compliance or failure, and the actions being taken to remedy any
such deficiency;

(b) within three (3) days after becoming aware of the occurrence, notify the Shareholders
of any social, labor, health and safety, security or environmental incident, accident or
circumstance with respect to any Client or in relation to any Client Operations having,
or which could reasonably be expected to have, any material adverse social and/or
environmental impact or any material adverse impact on the implementation or
operation of the Client Operations in compliance with the S&E Requirements
(including, without limitation, (i) any workplace accident which results in death,
serious or multiple injuries and (ii) any such event that results in a loss of life or severe
permanent injury or severe permanent damage to health to any persons and a material
breach of Applicable S&E Law), specifying in each case the nature of the incident,
accident, or circumstance and the impact or effect arising or likely to arise therefrom,

81
 and the measures the Company and/or the Client is taking or plans to take to address
them and to prevent any future similar event; and keep the Shareholders informed of
the on-going implementation of those measures; and

(c) within ninety (90) days after the end of the expiry of any of the insurance policies with
respect to (a) fire and perils, or all risks on assets (covering property damage - only
fixed assets buildings, computers, furniture, etc.); (b) public liability (covering losses
brought on by Third Party claims-any event/property damage/fire that effects a Third
Party and hence possess the risk that a Third Party will file a claim against the
Company); (c) fidelity guarantee (losses suffered because of employee fraud, loan
officers creating false accounts, taking cash out, remitting funds to their own accounts
- any employee specific fraud); (d) cash (armed robbery, break–in, ATM loss, physical
cash lost during transportation, etc.); (e) directors’ and officers’ liability; and (f) all
insurances required by local legislation, the Company shall make publicly available,
by hosting on its website, a certificate from an Authorised Representative confirming
that, as of the date of such certificate, the Company maintains the insurance policies
listed above in this Article and providing a detailed explanation of any material changes
in such insurance policies.

26.2 Affirmative Social and Environmental Covenants

The Company shall:

(a) use all reasonable efforts to ensure the continuing operation of the S&E Management
System to identify, assess, monitor and manage the social and environmental
performance of the Relevant Financing Operations in compliance with the S&E
Requirements and the Social and Environmental Action Plan;

(b) if the Company becomes aware of any change in the scope of the Relevant Financing
Operations, if necessary, amend the S&E Management System to identify, assess
monitor and manage such risks in compliance with the S&E Requirements;

(c) if the Company becomes aware that any Client has undertaken Client Operations in a
manner that is not in accordance with the S&E Requirements, promptly: (i) require the
relevant Client to undertake, as appropriate or necessary in the Company's reasonable
judgment, corrective measures to remedy such inconsistency or breach; and (ii) if the
relevant Client does not implement corrective measures as provided under sub- article
(i), use reasonable efforts to dispose of the Company's investment in such Client on
commercially reasonable terms, taking into account liquidity, market constraints and
fiduciary responsibilities; and

(d) undertake and implement the Social and Environmental Action Plan in accordance with
the requirements and schedule specified therein.

26.3 Social and Environmental Covenants

The Company shall not and shall ensure that its Subsidiaries shall not:

(a) amend, waive the application of, or otherwise materially restrict the scope or effect of,
the S&E Management System (including the S&E Requirements); or

(b) provide loans, funding, investments or other support to Clients engaged in any of the
activities on the Exclusion List except that, in the case of tobacco, the Company shall
use all reasonable efforts not to provide funding to Clients engaged in such activities
and shall ensure that in all events, the Company's aggregate funding to such Clients

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 shall not at any time exceed two per cent. (2%) of the Company's total disbursed
portfolio in respect of such Relevant Financing Operations.

26.4 UN Security Council Resolutions

The Company shall and shall ensure that its Subsidiaries shall institute, maintain and comply
with internal policies, procedures and controls consistent with its business and customer profile,
for the purpose of ensuring that it will not enter into any transaction: (i) with, or for the benefit
of, any of the individuals or entities named on lists promulgated by; or (ii) related to any activity
prohibited by, the United Nations Security Council or its committees pursuant to any resolution
under Chapter VII of the United Nations Charter.

26.5 Shell Banks

The Company shall institute, maintain and comply with appropriate internal procedures and
controls to ensure that:

(a) any financial institution with which the Company conducts business or enters into any
transaction, or through which the Company transmits any funds, does not have
correspondent banking relationships with any Shell Bank; and

(b) the Company shall not conduct business or enter into any transaction with, or transmit
any funds through a Shell Bank.

26.6 AML/CFT

The Company shall institute, maintain and comply with internal policies, procedures and
controls for AML/CFT consistent with its business and customer profile, in compliance with
national laws and regulations and in furtherance of applicable international AML/CFT best
practices.

26.7 Other Affirmative Covenants

The Company shall:

(a) undertake its business, activities and investments and cause its Subsidiaries to
undertake their business, activities and investments, in compliance with Applicable
Law, S&E Requirements, and Worker Rights Requirements;

(b) any issuance of employee stock options shall be made through appropriate mechanisms
approved by the Board and the compensation committee of the Board in accordance
with the Act and Applicable Law; and

(c) carry out the Relevant Financing Operations at all times in compliance with (i) all
statutes and regulations of any Authority; and (ii) all Applicable Laws, including the
relevant provisions of the Act, the RBI Act and all applicable guidelines and regulations
issued by the Reserve Bank of India, shall ensure that all procedural filings and
submissions as required under the same are duly complete at all times.

(d) measure and report to the Shareholders on the Social Performance and Development
Impact of the activities of the Company, on an annual basis.

For this purpose:

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 (A) “Social Performance” shall be measured against the application of the
SMART Campaign Client Protection Principles and shall be independently
reviewed by an external audit / ratings organization in the format as tabled and
noted by the Board.

(B) “Development Impact” shall also be measured and reported on through the
social performance standards report, in the format as tabled and noted by the
Board, and shall be based on the “Poverty Assessment” and “Social Goals”
aspects of the social performance standards report.

(i) If the Company should determine to utilize a different standard or tool for
measuring and reporting on Social Performance, such standard or tool shall
provide reasonably equivalent information as the social performance
standards report and shall be used only with the prior approval of the
Shareholders. In such case, the Company shall develop an appropriate plan
and schedule acceptable to the Shareholders for measuring and reporting on
Social Performance and Development Impact within a reasonable time (being
not less than ninety (90) days from date of notification of change of standard
or tool by the Company to the Shareholders) and shall endeavor to obtain any
training or technical assistance that it may require to meet this objective.

(ii) At all times have in place a designated officer responsible for Social
Performance management responsibilities.

(iii) The Company shall include summary information regarding the Social
Performance and Development Impact in its quarterly and annual reports.
26.8 Merger

Subject to Applicable Law and approval of the RBI and other Authorities (to the extent such
approval is required), the Company shall endeavour, on a best effort basis, to undertake a
merger of UCL with the Company within the time period as may be prescribed by the
Applicable Law, provided that the Company shall initiate the process for undertaking the
merger of UCL with the Company by appointing appropriate advisors no later than:

(a) three (3) months from the date on which UCL and the Company are eligible under
Applicable Law to undertake such a merger; or

(b) in case the Listing has occurred prior to the initiation of the process for undertaking the
merger of UCL with the Company, three (3) months from the date of Listing (subject
to UCL and the Company being eligible under Applicable Law to undertake such a
merger),

whichever is earlier.

27. INDEMNITY

27.1 Every Director of the Company shall be indemnified out of the funds of the Company against
all claims, and it shall be the duty of the Company to pay all costs, charges, losses and damages
which any such Director may incur or become liable to by reason of any contract entered into
or act or thing done, in execution or discharge of his duties or supposed duties, except such, if
any, as the Director shall incur or sustain through or by his own wilful act, neglect, default,
misfeasance, breach of duty or breach of trust of which he may be guilty in relation to the
Company, including expenses and, in particular and so as not to limit the generality of the

84
 foregoing provisions, against all liabilities incurred by the Director as such Director in
defending any proceeding, whether civil or criminal, in which judgement is given in his favour
or in which he is acquitted, or in connection with any application under Section 463 of the Act
in which relief if granted to him by the Court.

27.2 Subject to the provisions of the Act and these Articles if the Directors or any of them or any
other person shall incur or be about incur any liability whether as principal or surety for the
payment of any sum primarily due from the Company, the Directors may execute any mortgage,
charge, or security over or affecting the whole or any part of the assets of the Company by way
of indemnity to secure the Directors or person so becoming liable as aforesaid from any loss in
respect of such liability

28. WINDING UP

28.1 Subject to the provisions of the BR Act and of Chapter XX of the Act and rules made
thereunder:

(a) if the Company shall be wound up, the liquidator may, with the sanction of a special
resolution of the Company and any other sanction required by the Act, divide amongst
the members, in specie or kind, the whole or any part of the assets of the Company,
whether they shall consist of property of the same kind or not;

(b) for the purpose aforesaid, the liquidator may set such value as he deems fair upon any
property to be divided as aforesaid and may determine how such division shall be
carried out as between the members or different classes of members; and

(c) the liquidator may, with the like sanction, vest the whole or any part of such assets in
trustees upon such trusts for the benefit of the contributories if he considers necessary,
but so that no member shall be compelled to accept any Shares or other securities
whereon there is any liability.

29. OVERRIDING EFFECT AND GENERAL AUTHORITY

(a) All actions under these Articles shall be carried on in abidance with Applicable Laws.
Further, the Company shall do all such things as are permitted under Applicable Laws,
including but not limited to the Act, the BR Act, the RBI Act and any other applicable
regulation enacted or amendment made to existing laws or judicial decisions, made
from time to time.

In case of any inconsistency between the provisions of these Articles and the Act, the
provisions of the Act will prevail.

(b) The provisions of the Act shall apply to the Company except insofar as the said
provisions are inconsistent with the provisions of the BR Act and the relevant rules
thereunder. In case of any inconsistency between the provisions of the Act and the BR
Act or the guidelines thereunder, the provisions of the BR Act or the guidelines
thereunder, as the case may be, will prevail.

(c) At any point of time from the date of adoption of these Articles, if the Articles are or
become contrary to the provisions of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (the
“Regulations”), the provisions of the Regulations shall prevail over the Articles to such
extent and the Company shall discharge all of its obligations as prescribed under the
Regulations, from time to time. In case of any inconsistency between the provisions of

85
 the Regulations and the BR Act or the guidelines thereunder, the provisions of the BR
Act or the guidelines thereunder, as the case may be, will prevail.

(d) Wherever in the Act it has been provided that any company shall have any right,
privilege or authority or that any company cannot carry out any transaction unless it is
so authorised by its Articles, then and in that case this Article hereby authorizes and
empowers the Company to have such right, privilege or authority and to carry out such
transaction as have been permitted by the provisions of the Act and the applicable
provisions of the Act without there being any other specific Article in that behalf herein
provided.

(end of Part A)

------------------

PART B

30. INTERPRETATION

Unless the context otherwise requires, words or expressions contained in these Part B Articles
and not defined herein shall bear the same meaning as in Article 1 of Articles, or Article 2 of
Part A Articles and if not defined in Article 1 of Articles, or Article 2 of Part A, then shall bear
the same meaning as in the Act. Regulations contained in Table “F” of Schedule I of the Act
shall apply to the Company so far as they are not inconsistent with or repugnant to any of the
regulations contained in these Articles.

“Affiliate(s)” for the purposes of Part B Articles, means, with respect to:
(a) any Person, any Person directly or indirectly Controlling,
Controlled by or under common Control with, that Person;
and (b) a Person being a natural person, shall include
Relatives of such Person and, without any prejudice to the
foregoing, in relation to a SFB Investor, shall also include
any fund, trust, partnership (including any co-investment
partnership), special purpose vehicle or other vehicle which
is under common Control by the Person Controlling such
SFB Investor but shall exclude any portfolio company of
such SFB Investor and/or its Affiliates;

“Appointed Bankers” has the meaning given to it in Article 31.3(a);

“Business Day” means a day other than Saturday or Sunday when banks in:
(a) New York, USA; (b) London, United Kingdom; (c)
Norway; (d) Mauritius; (e) Singapore; and (f) Mumbai and
Varanasi, India are open for business;

“Competitor” means any: (i) small finance bank; (ii) non-banking financial
company-micro finance institution: (iii) non-banking

86
 financial company-core investment company; and (iv)
promoter entity of a small finance bank.
means information pertaining to the Shareholders, and
“Confidential
information on Company’s business, customers, financial or
Information”
other affairs (including future plans and business
development), but does not include information which is
publicly known on the date of adoption of these Articles or
which subsequently becomes publicly known.

“Distribution” means: (a) the transfer of cash or other property without

consideration, whether by way of dividend or otherwise; or
(b) the purchase or redemption of shares of the Company or
Share Equivalents for cash or property, other than any
repurchase of shares of the Company or Share Equivalents
issued to or held by employees, officers, directors or
consultants of the Company or its Subsidiaries (if any)
pursuant to an employee stock plan upon termination of their
employment at a price not higher than their market value;

“FDI Policy” means the Foreign Direct Investment Policy issued by

Department of Industrial Policy and Promotion, Ministry of
Commerce and Industry, Government of India;

“Group Representatives” has the meaning given to it in Article 34.7;

“Investment Agreement” means the investment agreement dated 10 February 2021

between the Company and Olympus ACF Pte. Ltd.,
ResponsAbility Participations Mauritius, Aavishkaar Bharat
Fund, Triodos SICAV II - Triodos Microfinance Fund, Legal
Owner Triodos Funds B.V. in its capacity as legal owner of
Triodos Fair Share Fund, Growth Catalyst Partners LLC;

“Liquidation Event” means: (a) any liquidation, winding up or bankruptcy,

reorganisation, composition with creditors or other
analogous insolvency proceeding of the Company or its
Subsidiaries, if any, whether voluntary or involuntary, or any
petition presented or resolution passed for any such event or
for the appointment of an insolvency practitioner; (b) any
acquisition of the Company by means of merger; or (c) any
sale or transfer of all or substantially all of the assets or
businesses of the Company and its Subsidiaries;

“Listing” means the admission of the Equity Shares of the Company

to listing on any Relevant Market and “Listed” shall be
construed accordingly;

“Listing Date” means the date on when the Shares of the Company are
Listed;

87
“New Securities” means any Equity Shares or any Share Equivalents,
including already existing Equity Shares of the Company;
provided, that the term “New Securities” does not include (i)
Equity Shares (or options to purchase Equity Shares) issued
or issuable to officers, directors and employees of, or
consultants to, the Company pursuant to an employee stock
plan that has been approved by the Board of Directors; (ii)
any Equity Shares or any other security issued or issuable
upon the splitting of the Equity Shares and/or Share
Equivalents, subdivision or consolidation of any Equity
Shares and/or Share Equivalents or declaration of any
dividend in the form of Equity Shares and/or Share
Equivalents (subject to Applicable Law);

“Owned” means in relation to an entity, having beneficial ownership

of more than fifty per cent. (50%) capital of such entity;

“Pro-rata Share” means, with respect to any Shareholder, the total number of
issued and outstanding Shares of the Company held by the
relevant Shareholder, expressed as a percentage of the total
number of Shares of the Company then issued and
outstanding, calculated on an fully-diluted basis;

“Related Party” for the purposes of Part B Articles, means any Person: (a)
that holds a material interest in the Company or any
Subsidiary; (b) in which the Company or any Subsidiary
holds a material interest; (c) that is otherwise an Affiliate of
the Company; (d) who serves (or has within the past twelve
(12) months served) as a director, officer or employee of the
Company; (e) would be defined as a ‘related party’ within
the meaning of the Act; or (f) who is a member of the family
of any individual included in any of the foregoing. For the
purpose of this definition, “material interest” shall mean a
direct or indirect ownership of shares representing at least
five per cent. (5%) of the outstanding voting power or equity
of the relevant entity;

“Relevant Market” means the BSE Limited, the National Stock Exchange of
India Limited, or any other reputable and internationally
recognised automated quotation system(s) or stock
exchange(s); and

“Resident(s)” means a “Person Resident in India” or a “Resident Indian

Citizen” as defined under the FDI Policy.

“Restricted Country” means (a) Cuba, Iran, North Korea, Syria or any other
country or territory the government or nationals of which any
Person subject to the jurisdiction of the United States is or

88
 becomes prohibited from dealing with under any Sanction
administered by United States Department of the Treasury’s
Office of Foreign Assets Control or any other United States
Governmental Authority, or (b) Central African Republic,
Democratic Republic of the Congo, Eritrea, Iran, Iraq,
Lebanon, Libya, Mali, Myanmar, Nicaragua, North Korea,
Russia, Somalia, South Sudan, Sudan, Syria, Ukraine,
Venezuela, Yemen, Zimbabwe or any other country or
territory in respect of which the Canadian government has
imposed Sanctions under the United Nations Act, the Special
Economic Measures Act or the Justice for Victims of Corrupt
Foreign Officials Regulations, (collectively, the “Canada
Sanction Countries”)

“SFB Investor”
“Share Equivalents”
means all Shareholders of the Company other than UCL and
its nominees (if any), and shall exclude any person holding
employee stock options granted by the Company and/or any
Shares issued by the Company pursuant to an exercise of
employee stock options;
means preference shares, bonds, loans, warrants, options or
other similar instruments or securities which are convertible
into or exercisable or exchangeable for, or which carry a
right to subscribe for or purchase, Equity Shares (or any
other Share Equivalents) or any instrument or certificate
representing a beneficial ownership interest in the common
shares of the Company, including global depositary receipts
or American depositary receipts; and

“Shareholder” means any person who holds Equity Shares or Share

Equivalents of the Company;

“Subscription” has the meaning given to the term under the Investment
Agreement;
means to transfer, sell, convey, assign, pledge, hypothecate,
“Transfer”
create a security interest in or lien on, place in trust (voting
or otherwise), transfer by operation of law or in any other
way subject to any encumbrance or dispose of, whether or
not voluntarily, and “Transferring” and “Transferred” have
corresponding meanings; and

means Utkarsh CoreInvest Limited.

“UCL”

31. FURTHER ISSUE AND TRANSFER OF SHARES

31.1 Further Issue of Shares

(a) If the Company proposes to issue any New Securities (other than pursuant to a Listing),
each Shareholder holding (along with its Affiliates) at least one per cent. (1%) shall
have the right to purchase its Pro-rata Share of such New Securities in the manner set

89
 out in this Article 31.1. It is hereby clarified that: (i) UCL shall have a right to renounce
such right in favour of its shareholders; and (ii) each such Shareholder shall have the
right to purchase its Pro-rata Share of New Securities under this Article 31.1, either by
itself or through any of its Affiliates provided that, such Affiliate is not a Competitor
and is in the same line of business as that of the relevant Shareholder.

(b) If and when the Company proposes to issue New Securities (other than pursuant to a
Listing), it shall seek interest from the Shareholders holding (along with its Affiliates)
at least one per cent. (1%) of the Shares regarding subscription to the New Securities
and for this purpose, give each such Shareholder written notice of the proposed
issuance of New Securities, describing the New Securities, their price, and their general
terms of issuance, and specifying each such Shareholder’s Pro-rata Share of such
issuance (the “Issue Notice”). Each such Shareholder shall have fifteen (15) days after
any such notice is delivered (the “Notification Date”) to give the Company written
notice that it agrees to purchase part or all of its Pro-rata Share of the New Securities
for the price and on the terms specified in the Issue Notice (the “Subscription Notice”).
The concerned Shareholder may also notify the Company in the Subscription Notice
that it is willing to buy a specified number of the New Securities in excess of its Pro-
rata Share of such issuance (“Additional Securities”) for the price and on the terms
specified in the Issue Notice.

(c) For the avoidance of doubt, if any portion of the New Securities is not agreed to be
subscribed to by the Shareholders pursuant to a valid Subscription Notice, the Board of
Directors may issue and allot such portion of the New Securities to any person on the
same terms and conditions that were offered to the Shareholders pursuant to the Issue
Notice.

(d) If any of the Shareholders has indicated that it is willing to buy Additional Securities,
the Company shall give such Shareholder written notice of the total number of New
Securities not taken up by other Shareholders of the Company (“Unpurchased
Securities”) within five (5) days of the expiry of the fifteen (15) day period referred to
in 31.1(b). Such notice shall specify the particulars of the payment process for the New
Securities to be purchased by such Shareholder(s) pursuant to the Subscription Notice.

(e) On the fifteenth (15th) day after expiry of the fifteen (15) day period referred to in
Article 31.1(b) (and for such Shareholder that has indicated that it is willing to buy
Additional Securities, on the fifteenth (15th) day from the date of the written notice
referred to in Article 31.1(d)):

(i) each Shareholder that exercises its pre-emptive right as provided in Article
31.1(b) shall subscribe for the number of its Pro-rata Shares specified in the
Subscription Notice;

(ii) if any Shareholder has indicated that it is willing to buy Additional Securities,
such Shareholder shall also subscribe for the lower of the number of
Additional Securities and the number of Unpurchased Securities;

(iii) the Shareholder(s) exercising its/their pre-emptive right as provided in Article

31.1 (b) above shall pay the relevant consideration to the Company;

(iv) the Company shall issue necessary instructions to its depository with respect to
the credit of the New Securities to the relevant Shareholder’s depository
account in dematerialised form and pay all the applicable charges to the

90
 depository/depository participant for the credit of the New Securities and pay
relevant stamp duty on the New Securities; and

(v) the Company shall deliver a list of beneficial holders of the New Securities
maintained by the depository, evidencing the relevant Shareholder’s ownership
of the New Securities.

(f) Notwithstanding the timelines set out in Article 31.1 for exercise of rights of the
Shareholders, if any of the Shareholders require any Governmental Approval for the
purposes of subscribing to the Pro-Rata Shares and the Additional Shares, then for such
Shareholders, such timelines will be extended by the time required to obtain regulatory
approval for such exercise of rights of Shareholders under Article 31.1. For the
avoidance of doubt, the extension of time shall apply only to the Shareholders requiring
any Governmental Approval for the purposes of subscribing to the Pro-Rata Shares and
the Additional Shares and to no one else. Further, the Company shall promptly provide
all necessary assistance and cooperation, including making any applications (if
required) in a form and manner satisfactory to the Shareholders, for obtaining any
regulatory approvals in relation to exercise of the rights of the Shareholders under
Article 31.1.

(g) If the issuance of New Securities is not completed within a period of one hundred and
eighty (180) days from the date on which the Company first proposed to issue New
Securities under Article 31.1, the entire process under this Article 31.1 shall be
undertaken afresh by the Company.

31.2 Transfer

(a) All Shareholders shall be permitted to Transfer their respective shareholding in the
Company at any point of time subject to compliance with Applicable Law, the Articles
(including Article 26.7(b) (AML/CFT)), or prior approval of the RBI, if required under
Applicable Law, to any Person other than to a Competitor. However, none of the
Shareholders shall Transfer any Shares to any of the individuals or entities named on:
(i) lists promulgated by the United Nations Security Council or its committees pursuant
to resolutions issued under Chapter VII of the United Nations Charter; or (ii) the World
Bank Listing of Ineligible Firms (see www.worldbank.org/debarr); (iii) the European
Union; and/or (iv) Her Majesty’s Treasury of the United Kingdom. It is hereby clarified
that UCL shall have the right to transfer its shareholding in the Company to its
shareholders, notwithstanding the fact that such shareholders of UCL may be a
Competitor.

(b) None of the Shareholders shall at any time be required to pledge any/all of the
Shareholders securities as and by way of security for any indebtedness of the Company
or provide any guarantee or other support to any Third Party, including, without
limitation, the lenders of the Company.

(c) The Company shall provide all reasonable cooperation to UCL and the SFB Investors
(at their respective costs) to facilitate a transfer of the Equity Shares/Share Equivalents
held by UCL and/or the SFB Investors in accordance with the Articles.

31.3 Listing rights

(a) The Company shall endeavour to complete the Listing of the Equity Shares on or prior
to the prescribed date as advised by the Reserve Bank of India and/or any such other
regulatory/statutory body and shall, in good faith, consider approving a fresh issuance

91
 of Equity Shares or an offer for sale of existing Equity Shares in consultation with the
investment bankers and underwriters appointed by the Company (“Appointed
Bankers”).

(b) The Company shall, subject to advice from the Appointed Bankers, endeavour to
ensure that of the total number of Equity Shares offered in the Listing, at least thirty
three percent (33%) of such Equity Shares are offered through a process of offer for
sale, and each Shareholder will have a right to sell up to its Pro-rata Share therein
subject to being eligible to sell as per the Securities and Exchange Board of India (Issue
of Capital and Disclosure Requirements) Regulations, 2018, as amended. Within forty
five (45) Business Days of the meeting of the Board deciding to proceed with a Listing,
each of the Shareholders shall send a written notice to the Company, which written
notice shall provide the irrevocable intention of the Shareholder to participate in the
Listing through the offer for sale process; the number of Equity Shares proposed to be
tendered by the Shareholder (being no greater than its Pro-rata Share) together with
their respective Affiliates. In the event that any Shareholder decides not to tender in a
Listing to the full extent of its pro-rata entitlement, the other Shareholders shall have
the right to tender in an offer for sale such number of additional Equity Shares on a
pro-rata basis inter-se. The Company shall include all such Equity Shares of the
Shareholders together with their Affiliates in the Listing.

(c) Subject to Applicable Law, in the event the Listing is successful, the Company and the
Shareholders participating in the initial public offering shall share the expenses (except
their respective counsel fees) incurred in relation to the Listing (excluding payment of
any listing fees to Stock Exchanges, which shall be borne by the Company) in
proportion to the Equity Shares being issued or transferred by them, respectively, in
the Listing.

(d) The Company shall take all such steps, and extend all such co-operation to the
Shareholders, lead managers, underwriters and others as may be required for the
purpose of expeditiously making and completing the Listing including: (i) preparing
and signing the relevant offer documents; (ii) conducting road shows with adequate
participation of senior management; (iii) entering into appropriate and necessary
agreements; (iv) providing all necessary information and documents necessary to
prepare the offer documents, including all disclosures and warranties; (v) filing with
appropriate regulatory authorities; and (vi) obtaining any necessary regulatory or other
approvals in relation to the Listing. Except for such expenses required to be borne by
the Shareholders under Applicable Law, all expenses in relation to the Listing shall be
borne by the Company.

(e) No SFB Investor (and, in the event UCL merges with the Company in accordance with
Applicable Law, no shareholder of UCL) (together, the “Non-Promoter Investors”)
shall (unless otherwise agreed by such Non-Promoter Investor) be deemed to be a
promoter of the Company for the purpose of the Listing and none of the Equity Shares
and Share Equivalents held by such Non-Promoter Investor shall be subject to any
statutory or regulatory moratorium imposed in connection with such Listing, and no
declaration or statement shall be made that may result in any such Non-Promoter
Investor being deemed a promoter, either directly or indirectly, in filings with any
Authority, offer documents or otherwise, with a view to ensuring that restrictions under
Applicable Law to promoters do not apply to such the Non-Promoter Investors, each
of which is a financial investor in and not the promoter of the Company. For the
avoidance of doubt, it is clarified that each of the Non-Promoter Investors shall be
subject to any regulatory restrictions as may be applicable to them under Applicable
Law. The Company shall at its own cost make any and all applications to statutory and

92
 regulatory Authorities that may be required to obtain any necessary Authorization or
exemption in this regard.

32. CORPORATE GOVERNANCE

32.1 Board meetings

(a) No meeting of the Board shall be convened on less than seven (7) days’ written notice
to the Directors, provided that a meeting of the Board may be convened at shorter notice
in accordance with the provisions of the Act. The notice, agenda items and all other
documents shall be provided for consideration of the Board members for each of the
Board meetings. Subject to Applicable Law, any additional items and supplementary
material may be taken up for consideration at a Board meeting with the permission of
the chairman and with the consent of a majority of the Directors present in the meeting,
which, if applicable, must include at least one independent director or the decisions at
such meeting must be ratified by such independent director. Save for any such validly
notified additional item, the business conducted at any meeting of the Board shall only
comprise those matters expressly stated in the notice convening such meeting or were
considered at the meeting by following the aforesaid procedure.

(b) If a quorum is not present within one (1) hour of the time appointed for a meeting, the
meeting shall stand adjourned to the same place and time not earlier than ten (10) days
but no later than twenty-one (21) days thereafter (unless a shorter time period is
specifically approved by the Board). If a quorum is not present within one (1) hour of
the time appointed for the second adjourned meeting, the Directors present shall form
the quorum for such second adjourned meeting and may vote on all matters included
in the agenda for such meeting of the Board.

(c) A resolution in writing, signed by all the Directors for the time being entitled to receive
notice of a meeting of the Directors, shall be as valid and effectual as if it had been
passed at a meeting of the Directors duly convened and held. Resolutions in writing of
the Directors may be signed in counterparts.

32.2 General meetings

(a) The Board shall provide the Company’s previous Financial Year's audited financial
statements to all the Shareholders at least twenty one (21) days before the general
meeting that is held to approve and adopt such audited financial statements.

(b) The quorum for the meeting of Shareholders shall be as provided in Section 103 of the
Act, provided however that for any general meeting, the agenda in respect of which
includes any of the matters listed at Article 32.3(b), the quorum of the general meeting
shall not be valid unless duly authorised representatives of the Shareholders that in the
aggregate hold at least sixty per cent. (60%) of all Equity Shares are present.

(c) At every annual general meeting of the Company 1/3rd of such of the Directors for the
time being as are liable to retire by rotation, or if their number is not 3 or a multiple of
3, then the number nearest to 1/3rd, on the higher side, shall retire from office.
Independent directors, managing Director or any whole-time Directors, if any, shall not
be subject to retirement under this Article and shall not be taken into account in
determining the number of Directors to retire by rotation. In these Articles a retiring
Director means a Director retiring by rotation.

(d) Subject to Sections 152 and 169 of the Act, the Directors to retire by rotation under the
foregoing Article, at every annual general meeting, shall be those who have been

93
 longest in office since their last appointment, but as between persons who become
Directors on the same day, those who are to retire shall, in default of and subject to any
agreement among themselves, be determined by lot. The retiring Director shall be
eligible for re-appointment.

(e) Notwithstanding anything to the contrary contained in the Charter but subject to
Applicable Law, all Shareholders shall have equal voting rights and it is clarified that
one (1) Equity Share shall be entitled to one vote.

(f) The provisions of this Article 32.2 shall apply, mutatis mutandis, to meetings of any
class of Shareholders.

32.3 Supermajority consent rights

(a) Notwithstanding anything under the Act and notwithstanding anything additional
contained in these Articles, unless approved by the Shareholders holding sixty per cent.
(60%) of the Shares of the Company at a duly convened general meeting (“Super
Majority”), no action shall be taken by the Company in relation to itself or in relation
to any Subsidiary with respect to any of the matters set out in Article 32.3(b) (the
“Super Majority Items”).

(b) Super Majority Items

(i) Any alteration in the capital structure of the Company, or change the
designations, powers, rights, preferences or privileges, or the qualifications,
limitations or restrictions of the Shares in any manner whatsoever including by
way of issuance or authorisation of any Shares having a structural or legal
preference over, or ranking senior to or pari passu with the Equity Shares with
respect to any matter, with respect to any matter, including, without limitation,
dividend rights, voting rights or liquidation preference.

(ii) Any arrangement for sale or lease or pledging or any other form of disposal of
the Company or any of its Subsidiaries or any of its respective
assets/undertaking for an aggregate value greater than twenty per cent. (20%)
of total assets of the Company or the Subsidiaries, as applicable, as per the
audited balance sheet of the preceding Financial Year.

(iii) Consolidation, reconstitution, restructuring, acquisition, merger, joint venture,

sale or amalgamation of the Company or partnerships with any other company
or legal entity, whether in India or worldwide.

(iv) Creating a new Subsidiary or divesting or transferring any shareholding of any

Subsidiary.

(v) Authorising or undertake any Listing of the Equity Shares of the Company and
appointment of the Appointed Banker.

(vi) Buy back of outstanding issued Shares.

(vii) Entering into any agreement, arrangement or transaction with any Related
Party, other than nonmaterial agreements having a term of less than one (1)
year that are negotiated on arm's length basis in the ordinary course of business
and contemplated by the business plan adopted by the Company, if any.

94
 (viii) Changes in the terms of any existing employee stock option scheme or plan of
the Company (including but not limited to increasing the number of Shares
authorised for issuance), issuance of any Shares of the Company pursuant
thereto, creating any new stock or option plan and/or issuance of any sweat
equity Shares.

(ix) Authorisation of undertaking any reduction of capital or share repurchase, other

than any repurchase of Shares issued to or held by employees, officers,
directors or consultants of the Company or its Subsidiaries pursuant to an
employee stock plan upon termination of their employment.

(x) Directly or indirectly declaring, authorising or making any Distribution in

relation to any Shares of the Company (or shares or share equivalents of any
Subsidiary) or declaration of or payment of any dividend, or making any
Distribution or redemption unless it is consistent with the previously approved
dividend policy of the Company.

(xi) Engaging in any transaction or transactions that would result in a change of

Control of the Company.

(xii) Changes in the size of the Board or election procedure and composition of
committees or sub-committees of the Board other than in case of appointment
of Directors to ensure that the majority of the Board is comprised in a manner
such that the Company is Owned and Controlled by Residents and/or Indian
companies which are Owned and Controlled by Residents.

(xiii) Any direct or indirect arrangements, transactions or agreements between any

Shareholder and the Company and/or its Subsidiaries.

(xiv) Conversion of the Company from a public limited company to any other form
of corporate organisation permitted under Applicable Law.

(xv) Amend or repeal or authorise any amendment or other section in relation to

Charter documents of the Company: (A) in any material manner; or (B) in any
way which may alter or change the rights, privileges or preferences of the
Shares. It is hereby clarified that any such alteration or change of rights,
privileges or preferences of the Shares may be effected only on a pari passu
basis with respect to the same class of Shares.

(xvi) Take any action relating to or authorising or undertaking a Liquidation Event.

(xvii) Make any change to the nature of the business of the Company or to the nature
of the business of any of its Subsidiaries, or, enter new lines of business or exit
the current line of business, except as set forth in an approved business plan of
the Company.

(xviii) Acquisition, leasing or any form of transactions in real estate/property/property

development that are not directly linked to the operations of the Company.

(xix) Enter into any binding agreement to take any of the foregoing actions.

32.4 Appointment of Director

(a) Without prejudice to Article 15.2, any Shareholder of the Company individually (or
along with its Affiliates) holding at least nine per cent. (9%) of the Shares of the

95
 Company (other than the promoter of the Company and any employee Shareholders)
shall individually have the right to appoint one Director each on the Board;

(b) Without prejudice to Article 15.2 and Article 32.4(a), all Shareholders of the Company
individually (or along with its Affiliates) holding at least one per cent. (1%) of the
Shares of the Company (excluding UCL and Shareholders specified under
Article 32.4(a)) (“Eligible Shareholders”) shall collectively be entitled to approach
the Company for the appointment of one (1) nominee of the Eligible Shareholders as a
Director on the Board, provided that: (i) such nominee Director of the Eligible
Shareholders should be in the capacity of a representative of the Eligible Shareholders
and shall not be or have been an employee of an Eligible Shareholder; and (ii) such
Eligible Shareholders approaching the Company for the appointment of such nominee
Director shall collectively hold at least nine per cent. (9%) of the Shares of the
Company. Upon receipt of such request, the Company shall promptly take all requisite
actions (including, but not limited to, passing of appropriate Board and shareholder
resolutions and undertaking necessary corporate actions and filings) to give effect to
such appointment, subject to any approvals or no-objections as may be required under
Applicable Law.

33. INFORMATION RIGHTS

33.1 The Company shall furnish to each Shareholder holding (along with its Affiliates) at least one
per cent. (1%) of the Shares of the Company, the following information (provided that a
Shareholder holding (along with its Affiliates) at least one per cent. (1%) of the Shares shall,
once eligible, continue to have the right to receive the following information for so long as it is
a Shareholder even though subsequently it may hold less than one per cent. (1%) of the Shares):

(a) information related to:

(i) operations (including various efficiency ratios) covering segments like

outreach (in terms of various alternate delivery channels), portfolio summaries
(product verticals, purpose, cycle, customer segment and geography based cuts
on advances and deposits, including Borrowing mix);

(ii) human resource matters (role/vertical based cuts on employees and trainings);

(iii) environmental and social performance management (including governance,

client protection, environmental and social assessments, grievances and its
redressal mechanism, human resource, health and safety measures); and

(iv) compliances (including on KYC, AML, ABC and its risks, and
whistleblowing), industry scorecards, products and services, new initiatives
and ownership / shareholding patterns; and

(b) financial information of the Company (on a quarterly basis or as available), including
various analyses basis the profit and loss account and balance sheets of the Company
along with liquidity and cost ratios, portfolio quality parameters and coverages, once
such financial information is approved by the Board.

34. COMPANY COVENANTS

34.1 The Company shall (i) provide access to the Shareholders to all investor calls held by the
Company at least twice every calendar quarter, and the Shareholders shall have the right to
attend and participate in such calls, provided that any discussions on the financial results of the
Company shall only be undertaken after it has been approved by the Board; and (ii) provide to

96
 the Shareholders copies of summaries of the meetings of the Board (and committees and sub-
committees thereof) summarizing the resolutions taken up for consideration and the decisions
on such resolutions.

34.2 In the event Listing does not occur on or prior to 30 September 2023 (“Identified Period”),
each of UCL and the SFB Investor shall have the right, exercisable at any time and from time
to time by way of a written notice to the Company (“Exit Notice”, and such of UCL and/or the
SFB Investors who have issued the Exit Notice, the “Exiting Investors”) to request the
Company to provide an exit to such Exiting Investor. Upon receipt of the Exit Notice, the
Company shall undertake best efforts to procure an exit for the Exiting Investors (at the cost of
such Exiting Investor(s)) and facilitate a sale of its Equity Shares/Share Equivalents (either
independently or simultaneously with a sale of Equity Shares/Share Equivalents of the other
shareholders of the Company) by identifying a third party buyer and facilitating the sale of such
Equity Shares/Share Equivalents by approving all necessary resolutions in the board and
general meetings of the Company and obtaining any consents or approvals from any Authority,
as may be required. Provided further that the Company shall, at all times, keep UCL and all
SFB Investors informed of any Exit Notice received by the Company with the option for other
Exiting Investors to make a request for exit by issuing a separate Exit Notice within fifteen (15)
days of being informed of such Exit Notice, and shall participate in the sale process along with
the Exiting Investor (that had first made such request) by issuing a separate Exit Notice.

34.3 If any shareholder rights that are more favourable to the rights available to the SFB Investors
under the Articles are proposed to be granted to any other shareholder whose shareholding is
equal to or less than the shareholding of the SFB Investors, then such more favourable rights
shall also be simultaneously offered to UCL and the SFB Investors and the Company shall
procure the same forthwith by approving all necessary resolution in the Board and general
meetings of the Company and obtaining any consents or approvals from any Authority, as may
be required.

34.4 The Company hereby undertakes that it shall not:

(a) enter into any transactions with Related Parties which are sought to be undertaken on
terms that are other than arm’s length terms;

(b) facilitate or undertake any amendments or alterations to the Articles of the Company
which results in any adverse change to the rights granted to an SFB Investor and/or
UCL;

(c) enter into any merger, amalgamation and/or restructuring transaction involving the
Company and a Related Party pursuant to the effectiveness of which, the aggregate
shareholding of any SFB Investor and/or UCL in the equity share capital of the
Company is diluted; and

(d) undertake any action with respect to the capital structure of the Company (other than
as contemplated under Article 34.4(c)) which results in any economically
disproportionate or adverse treatment to any specific class of Equity Shares/ Share
Equivalents.

34.5 The Company shall, as soon as practicable, notify the Shareholders of any Sanction imposed
on the Company, or the conviction, indictment or subjection of the Company to any similar
criminal sanction, by any court or Authority, for engaging in corrupt practices, money
laundering or financing of terrorism.

34.6 UCL and the SFB Investors shall be entitled to request the Board for access to information
and/or documents relating to the Company to monitor compliance with the obligations of the

97
 Company under these Articles in such a manner so as to not unreasonably interfere with the
Company’s normal operations, and the Board shall consider such request in good faith to permit
such access to UCL and/or the SFB Investors (as the case may be) as it may deem fit from time
to time, subject to maintaining confidentiality of depositor data. Any information/documents
received by UCL and/or the SFB Investors (as the case may be) pursuant to this Article shall
be kept confidential as may be required under Applicable Law.

34.7 The Company shall comply with, and shall cause its Affiliates, owners (legal or beneficial),
directors, officers, agents, employees, representatives and consultants (collectively, “Group
Representatives”) to comply with, the following covenants:

(a) none of the Company or the Group Representatives, shall, directly or indirectly, (a)
have any asset in, make any sale to, or engage in any business activity with, for the
benefit of, or finance any activity of, any Restricted Country, any country that is not a
member of the International Finance Corporation, or any other country or Person that
is subject to any Sanction, or (b) violate any Corrupt Practices Law or any Anti-Money
Laundering Law. Without limiting the generality of the foregoing, no Group
Representatives shall have any material operations in any of the Canada Sanction
Countries;

(b) no equity interests in the Company shall be issued or transferred to any Person that (a)
is in any Restricted Country, (b) is subject to any Sanction, or (c) has any legal or
beneficial owner (including the ultimate owner(s) and any interim companies) that is
in any Restricted Country or is subject to any Sanction; and

(c) the Company shall not become (or become associated with) any Authority, and no
Group Representative shall be or become, during the time he or she serves in such
capacity, a Government Official who as a result is or will be in a position to secure any
improper business advantage for any Group Representatives relating to its business or
to influence others who are in a position to do so.

35. SANCTIONABLE PRACTICES

(a) Each of the SFB Investors, shall not engage in (nor authorise or permit any Affiliate or
any other Person acting on its behalf to engage in) any Sanctionable Practice with
respect to any shareholding in the Company or any Relevant Financing Operations.

(b) Each of the SFB Investors further covenant that should it become aware of any
violation of Article 35(a), it shall promptly notify the Company.

(c) If any SFB Investor notifies the Company and/or any other SFB Investor, of its concern
that there has been a violation of Article 35(a), the Company and any other such SFB
Investor shall cooperate in good faith with the relevant SFB Investor(s) and its/their
representatives in determining whether such a violation has occurred and shall respond
promptly and in reasonable detail to any notice from the relevant SFB Investor(s) and
shall furnish documentary support for such response upon the request of the relevant
SFB Investor(s).

36. ANTI-DILUTION

36.1 During the period commencing on 10 February 2021 and concluding on the earlier of: (a) two
(2) years from 10 February 2021; or (b) the date of Listing if the Company proposes to issue
any New Securities (other than Equity Shares issued pursuant to a Listing) at a valuation of the
Company (the “New Company Valuation”) which is less than INR twenty seven (27), (the
“Existing Shareholder Valuation”), each SFB Investor who has subscribed to Equity Shares

98
 / Share Equivalents on or prior to 31 March 2021 (or, in case the Subscription is not achieved
under all the Investment Agreement on or prior to 31 March 2021, then such other later date on
which Subscription is achieved under all the Investment Agreement) at a valuation of the
Company equal to the Existing Shareholder Valuation, will be entitled to an anti-dilution
protection in order to ensure that the investment by such SFB Investor is reckoned at a revised
valuation determined based on a broad based weighted average mechanism between the
Existing Shareholder Valuation (for such Shareholder) and the New Company Valuation.
Accordingly, in such event, such SFB Investor shall be entitled to additional Equity
Shares/Share Equivalents from the Company at the lowest price permissible under Applicable
Law per Equity Share/Share Equivalent.

36.2 In order to facilitate the anti-dilution protection provided to the SFB Investors pursuant to this
Article 35, the Company shall be required to issue a requisite amount of Equity Shares and/or
Share Equivalents to the eligible SFB Investors (“Additional Shares”) provided however, that
if the issuance of the Additional Shares to such SFB Investor is not permitted under Applicable
Law, then the Company shall, on a best efforts basis but to the extent permitted under
Applicable Law, take commercially reasonable steps and actions to achieve the same result
(other than cash) for such SFB Investor had they been issued the Additional Shares.

36.3 It is clarified as follows:

(i) The issuance of any Additional Shares under this Article 35 shall not be treated as an
issuance of “New Securities” for the purposes of Article 31.1 hereinabove; and

(ii) Upon issuance of the Additional Shares, the shareholding of all other Shareholders
would be proportionately diluted.

37. MISCELLANEOUS

37.1 Listing

The Company shall make best efforts to complete the Listing by 30 September 2023 or such
date as may be prescribed by the RBI as the deadline for compulsory Listing of Shares of the
Company, whichever is earlier.

37.2 Merger

Each of the SFB Investors hereby irrevocably agrees and accords its prior consent and approval
to the merger of UCL with the Company undertaken in accordance with the Restated Articles;

37.3 U.S. Tax Covenants

The Company and the Subsidiary(ies) shall ensure compliance with U.S tax covenants set out
in Annexure B (U.S. Tax Covenants) of these Articles.

37.4 Applicable Law and Arbitration

(a) These Articles, and all non-contractual obligations arising out of or in connection with
it, shall be governed by the laws of India;

(b) Subject to Article 36.2(j), any dispute arising out of or in connection with these
Articles, including any question regarding its existence, validity or termination (a
“Dispute”), shall be settled by arbitration in accordance with the Rules of the Singapore
International Arbitration Centre (“SIAC”) in force from time to time (the “SIAC

99
 Rules”), which SIAC Rules are deemed to be incorporated by reference into this Article
36;

(c) There shall be three (3) arbitrators (“Arbitral Tribunal”). The claimant(s) shall
appoint one (1) arbitrator and the respondent(s) shall appoint one (1) arbitrator. The
two arbitrators so appointed shall jointly appoint a third arbitrator, who shall be the
chairperson of the Arbitral Tribunal.

(d) The place and seat of arbitration shall be Singapore. Without prejudice to the aforesaid,
the venue of arbitration shall be Delhi (India).

(e) The language of arbitration shall be English;

(f) The award shall be rendered within three (3) months of the appointment of the third
arbitrator, unless the parties to the Dispute agree that such limit be extended or the
Arbitral Tribunal, considering the nature of the Dispute, determines that such limit must
be extended in the interest of justice;

(g) The Arbitral Tribunal shall not be empowered to award punitive damages, and each
Shareholder hereby waives any right to seek or recover punitive damages with respect
to any Dispute resolved by arbitration under this Article 36.2;

(h) The arbitrator shall have authority to consider and include in any proceeding, decision
or award any dispute properly brought before it by any Shareholders insofar as such
dispute arises out of these Articles, but, subject to the foregoing, no other parties or
other disputes shall be included in, or consolidated with, the arbitral proceedings;

(i) No provision of these Articles or of the SIAC Rules, in any way constitute or imply a
waiver, termination or modification of any privilege, immunity or exemption granted
in international conventions or Applicable Law;

(j) The award will be recognized and enforced as per the Convention on the Recognition
and Enforcement of Foreign Arbitral Awards of June 10, 1958. Notwithstanding the
SIAC Rules or the provisions of these Articles, the provisions of Section 9 of the
(Indian) Arbitration and Conciliation Act, 1996 shall apply;

(k) To the extent that the Company or any Shareholder may, in any proceeding brought
pursuant to this Article 36.2 arising out of or in connection with these Articles, or the
breach, termination or invalidity hereof, be entitled to the benefit of any provision
requiring any Shareholder in such suit, action or proceeding to post security for the
costs of such party or parties, or to post a bond or to take similar action, each such party
hereby irrevocably waives such benefit, in each case to the fullest extent now or in the
future permitted under the Applicable Laws and regulations.

37.5 Confidentiality

(a) None of the Shareholders may represent any Shareholder's views on any matter, or use
any Shareholder's name in any written material provided to Third Parties, without such
Shareholder's prior written consent.

(b) No Shareholder shall:

(i) disclose any Confidential Information, either in writing or orally to any Person
which is not a Shareholder of the Company; or

100
 (ii) make or issue a public announcement, communication or circular, about the
subscription by the Shareholders or the subject matter of, or the transactions
referred to in, these Articles including by way of press release, promotional and
publicity materials, posting of information on websites, granting of interviews
or other communications with the press, or otherwise,

in each of (i) and (ii) above, other than: (A) to such of its, officers, employees
and advisers as reasonably require such information in connection with
subscription by the Shareholders or to comply with the terms of these Articles;
(B) to the extent required by law or regulation (including the rules of any stock
exchange on which such Shareholders’ shares are listed); (C) to the extent
required for it to enforce its rights under these Articles; and (D) with the prior
written consent of the Company, if such information pertains to the Company
or with the prior written consent of the concerned Shareholder, if such
information pertains to such Shareholder. Provided that, before any information
is disclosed or any public announcement, communication or circulation made
or issued pursuant to this Article 36.3(b), such Shareholder must consult with
each Shareholder in advance about the timing, manner and content of the
disclosure, announcement, communication or circulation (as the case may be).

(c) Each Shareholder shall expressly inform any Person to whom it discloses any
Confidential Information under Article 36.3(b) of the restrictions set out in Article
36.3(b) with regards disclosure of such Confidential Information and shall procure their
compliance with the terms of this 36.3 as if they each were bound by these Articles as
such Shareholder and such Shareholder shall be responsible for any breach by any such
Person of the provisions of this Article 36.3.

(d) Notwithstanding anything contained hereinabove in this Article 36.3, each Shareholder
may share Confidential Information it receives from the Company within its respective
group for general investment management purposes and for the promotion of
portfolios.

(end of Part B)

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101
 ANNEXURE A
ANTI-CORRUPTION GUIDELINES

The purpose of these guidelines is to clarify the meaning of the terms “Corrupt Practice”,
“Fraudulent Practice”, “Coercive Practice”, “Collusive Practice” and “Obstructive Practice” in the
context of the operations of the Company.

6. CORRUPT PRACTICES

A “Corrupt Practice” is the offering, giving, receiving or soliciting, directly or indirectly, of

anything of value to influence improperly the actions of another party.

INTERPRETATION

A. Corrupt practices are understood as kickbacks and bribery. The conduct in question
must involve the use of improper means (such as bribery) to violate or derogate a duty
owed by the recipient in order for the payor to obtain an undue advantage or to avoid
an obligation. Antitrust, securities and other violations of law that are not of this nature
are excluded from the definition of Corrupt Practices.

B. It is acknowledged that foreign investment agreements, concessions and other types of

contracts commonly require investors to make contributions for bona fide social
development purposes or to provide funding for infrastructure unrelated to the project.
Similarly, investors are often required or expected to make contributions to bona fide
local charities. These practices are not viewed as Corrupt Practices for purposes of
these definitions, so long as they are permitted under local law and fully disclosed in
the payor’s books and records. Similarly, an investor will not be held liable for corrupt
or Fraudulent Practices committed by entities that administer bona fide social
development funds or charitable contributions.

C. In the context of conduct between private parties, the offering, giving, receiving or
soliciting of corporate hospitality and gifts that are customary by internationally-
accepted industry standards shall not constitute Corrupt Practices unless the action
violates Applicable Law.

D. Payment by private sector persons of the reasonable travel and entertainment expenses
of public officials that are consistent with existing practice under relevant law and
international conventions will not be viewed as Corrupt Practices.

E. For the purposes of implementation, the interpretation of “Corrupt Practices” relating

to facilitation payments will take into account relevant law pertaining to corruption.

7. FRAUDULENT PRACTICES

A “Fraudulent Practice” is any action or omission, including a misrepresentation that

knowingly or recklessly misleads, or attempts to mislead, a party to obtain a financial or other
benefit or to avoid an obligation.

INTERPRETATION

An action, omission, or misrepresentation will be regarded as made recklessly if it is made with

reckless indifference as to whether it is true or false. Mere inaccuracy in such information,

102
 committed through simple negligence, is not enough to constitute a “Fraudulent Practice” for
purposes of these Articles.

8. COERCIVE PRACTICES

A “Coercive Practice” is impairing or harming, or threatening to impair or harm, directly or

indirectly, any party or the property of the party to influence improperly the actions of a party.

INTERPRETATION

A. Coercive Practices are actions undertaken for the purpose of bid rigging or in
connection with public procurement or government contracting or in furtherance of a
Corrupt Practice or a Fraudulent Practice.

B. Coercive Practices are threatened or actual illegal actions such as personal injury or
abduction, damage to property, or injury to legally recognizable interests, in order to
obtain an undue advantage or to avoid an obligation. It is not intended to cover hard
bargaining, the exercise of legal or contractual remedies or litigation.

9. COLLUSIVE PRACTICES

A “Collusive Practice” is an arrangement between two or more parties designed to achieve an

improper purpose, including influencing improperly the actions of another party.

INTERPRETATION

Collusive Practices are actions undertaken for the purpose of bid rigging or in connection with
public procurement or government contracting or in furtherance of a Corrupt Practice or a
Fraudulent Practice.

10. OBSTRUCTIVE PRACTICES

An “Obstructive Practice” is: (a) deliberately destroying, falsifying, altering or concealing of

evidence material to the investigation or making of false statements to investigators, in order to
materially impede an investigation into allegations of a corrupt, fraudulent, coercive or
Collusive Practice and/or threatening, harassing or intimidating any party to prevent it from
disclosing its knowledge of matters relevant to the investigation or from pursuing the
investigation; or (b) an act intended to materially impede the exercise of the subscribing
investors’ access to contractually required information in connection with an investigation into
allegations of a corrupt, fraudulent, coercive or collusive practice.

INTERPRETATION

Any action legally or otherwise properly taken by a party to maintain or preserve its regulatory,
legal or constitutional rights such as the attorney-client privilege, regardless of whether such
action had the effect of impeding an investigation, does not constitute an Obstructive Practice.

GENERAL INTERPRETATION

A person should not be liable for actions taken by unrelated Third Parties unless the first party
participated in the prohibited act in question.

103
 ANNEXURE B
U.S. TAX COVENANTS

1. U.S. Tax Elections

Each SFB Investor that has notified the Company that U.S. federal income tax laws are relevant to it (or
its beneficial owners) is referred to herein as a “U.S. Investor”. The U.S. Investor(s) shall jointly be
permitted to make or cause to be made all U.S. federal income tax elections with respect to the Company
and its Subsidiaries (each, a “Group Member”), as deemed reasonably necessary or prudent by the U.S.
Investor(s) on the basis of the constitution of the Group Members as on the date of this Agreement.

2. U.S. Tax-Related Assistance and Reporting

(1) Upon request, the Company shall provide each U.S. Investor with all
information reasonably necessary to enable such U.S. Investor (and its direct and indirect
equity owners) to prepare its income tax and information returns under applicable U.S. tax
law.
(2) Upon reasonable requests in writing from each U.S. Investor, the Company
will provide reasonably sufficient information and otherwise reasonably assist such U.S.
Investor in determining, on an annual basis, whether any Group Member is a “passive
foreign investment company” (a “PFIC”) as defined in Section 1297(a) of the Internal
Revenue Code of 1986, as amended (the “Code”) or a “controlled foreign corporation”
within the meaning of Section 957(a) of the Code (a “CFC”).

(3) Upon request, the Company shall take reasonable efforts to furnish to each U.S.
Investor the following information relating to tax matters no later than February 28th of
each calendar year (or the first Business Day thereafter): (a) the tax returns required to be
filed for the most recently ended tax year under Applicable Laws to be filed by the
Company (or draft tax returns with tax payable calculations if final tax returns are not
available), and (b) tax receipts and any other relevant documents substantiating tax
payments made or required to be made under Applicable Laws to non-U.S. jurisdictions for
the prior tax year under Applicable Laws.

104
We, the several persons whose names and addresses are hereunder subscribed below, are desirous of
being formed into a Company in pursuance of this Article of Association:

Name, Address, description and

Number of equity shares Witness
occupation of subscribes

1. Mr. Govind Singh

S/o Late Nandan Singh [●] [●]
Progressive Highness, Flat No. 503-
504, Plot 5,6, Section – 16 A, Navi
Mumbai, Thane, Maharashtra,
400705, India (formerly at C-402,
Mahavir Sadhana, Plot no. 18E, 18F,
18G, Sector 14, Sanpada, Navi
Mumbai, 400705, Maharashtra)
Occupation: Service
2. Ms. Revati Singh
W/o Mr. Govind Singh
Progressive Highness, Flat No. 503-
504, Plot 5,6, Section – 16 A, Navi
Mumbai, Thane, Maharashtra,
400705, India (formerly at C-402,
Mahavir Sadhana, Plot no. 18E, 18F,
18G, Sector 14, Sanpada, Navi
Mumbai, 400705, Maharashtra)
Occupation: Housewife
3. Mr. Raghvendra Singh
S/o Late B.N. Singh
S-2/326B, Rajarshi Nagar,
Bhojubeer, Varanasi, Uttar Pradesh
– 221002, India
Occupation: Service
4. Mr. Abhisheka Kumar
3A/133. G C Grand. Vaibhav
Khand. Near Vaibhav Park.
Indirapuram. Ghaziabad, Uttar
Pradesh, 201014, India (formerly at
S/o Late Bijayendra Narayan Singh,
BH-606, Amrapali Village,
Indirapuram, Ghaziabad, 201010)
Occupation: Service

105
 Name, Address, description and
Number of equity shares Witness
occupation of subscribes
5. Mr. Trilok Nath Shukla
S/o Mr. Raghubir Ram Shukla
A.N. 372, Vishvakarma Nagar SUS,
Varanasi, Uttar Pradesh, 221005,
India
Occupation: Service
6. Mr. Ashwani Kumar
S/o Mr. Amrendra Kumar
A-5/B, Mahavir Greens Apartments,
Near Mahavir Mandir, Orderly
Bazar, Varanasi, Uttar Pradesh –
221002, India (formerly at Quarter
No. 2131, Sector 6C, Bokaro Steel
City, Bokaro, 827006, Jharkhand)
Occupation: Service
7. M/s Utkarsh CoreInvest Limited
S-24/1-2, Fourth Floor, Mahavir
Nagar, Orderly Bazar, Near Mahavir
Mandir, Varanasi, Uttar Pradesh,
221002, India (formerly at S–2/
639–56, Varuna Vihar Colony, J.P.
Mehta Road, Cantt., Varanasi
221002.)
Occupation: Body Corporate

***

106
 SCHEDULE 7
ANTI CORRUPTION GUIDELINES

The purpose of these Guidelines is to clarify the meaning of the terms “Corrupt Practice”,
“Fraudulent Practice”, “Coercive Practice”, “Collusive Practice” and “Obstructive Practice” in the
context of the operations of the Company as required by the Investors.

1. CORRUPT PRACTICES

A “Corrupt Practice” is the offering, giving, receiving or soliciting, directly or indirectly, of

anything of value to influence improperly the actions of another party.

INTERPRETATION

A. Corrupt practices are understood as kickbacks and bribery. The conduct in question
must involve the use of improper means (such as bribery) to violate or derogate a duty
owed by the recipient in order for the payor to obtain an undue advantage or to avoid
an obligation. Antitrust, securities and other violations of law that are not of this nature
are excluded from the definition of corrupt practices.

B. It is acknowledged that foreign investment agreements, concessions and other types of

contracts commonly require investors to make contributions for bona fide social
development purposes or to provide funding for infrastructure unrelated to the project.
Similarly, investors are often required or expected to make contributions to bona fide
local charities. These practices are not viewed as Corrupt Practices for purposes of
these definitions, so long as they are permitted under local law and fully disclosed in
the payor's books and records. Similarly, an investor will not be held liable for corrupt
or fraudulent practices committed by entities that administer bona fide social
development funds or charitable contributions.

C. In the context of conduct between private parties, the offering, giving, receiving or
soliciting of corporate hospitality and gifts that are customary by internationally-
accepted industry standards shall not constitute corrupt practices unless the action
violates Applicable Law.

D. Payment by private sector persons of the reasonable travel and entertainment expenses
of public officials that are consistent with existing practice under relevant law and
international conventions will not be viewed as Corrupt Practices.

E. The World Bank Group1 does not condone facilitation payments. For the purposes of
implementation, the interpretation of "Corrupt Practices" relating to facilitation

1
The “World Bank” is the International Bank for Reconstruction and Development, an international
organization established by Articles of Agreement among its member countries and the "World Bank
Group" refers to the International Bank for Reconstruction and Development, the International
Development Association, the International Finance Corporation, the Multilateral Investment Guarantee
Agency, and the International Centre for Settlement of Investment Disputes.

107
 payments will take into account relevant law and international conventions pertaining
to corruption.

2. FRAUDULENT PRACTICES

A “Fraudulent Practice” is any action or omission, including a misrepresentation that

knowingly or recklessly misleads, or attempts to mislead, a party to obtain a financial or other
benefit or to avoid an obligation.

INTERPRETATION

A. An action, omission, or misrepresentation will be regarded as made recklessly if it is

made with reckless indifference as to whether it is true or false. Mere inaccuracy in
such information, committed through simple negligence, is not enough to constitute a
“Fraudulent Practice” for purposes of this Agreement.

B. Fraudulent Practices are intended to cover actions or omissions that are directed to or
against a World Bank Group entity. It also covers Fraudulent Practices directed to or
against a World Bank Group member country in connection with the award or
implementation of a government contract or concession in a project financed by the
World Bank Group. Frauds on other third parties are not condoned but are not
specifically sanctioned in MIGA, or PRG operations. Similarly, other illegal behavior
is not condoned, but will not be considered as a Fraudulent Practice for purposes of this
Agreement.

3. COERCIVE PRACTICES

A “Coercive Practice” is impairing or harming, or threatening to impair or harm, directly or

indirectly, any party or the property of the party to influence improperly the actions of a party.

INTERPRETATION

A. Coercive Practices are actions undertaken for the purpose of bid rigging or in
connection with public procurement or government contracting or in furtherance of a
Corrupt Practice or a Fraudulent Practice.

B. Coercive Practices are threatened or actual illegal actions such as personal injury or
abduction, damage to property, or injury to legally recognizable interests, in order to
obtain an undue advantage or to avoid an obligation. It is not intended to cover hard
bargaining, the exercise of legal or contractual remedies or litigation.

4. COLLUSIVE PRACTICES

A “Collusive Practice” is an arrangement between two or more parties designed to achieve an

improper purpose, including influencing improperly the actions of another party.

INTERPRETATION

Collusive Practices are actions undertaken for the purpose of bid rigging or in connection with
public procurement or government contracting or in furtherance of a Corrupt Practice or a
Fraudulent Practice.

5. OBSTRUCTIVE PRACTICES

An “Obstructive Practice” is (i) deliberately destroying, falsifying, altering or concealing of

evidence material to the investigation or making of false statements to investigators, in order to
materially impede a World Bank Group investigation into allegations of a corrupt, fraudulent,
coercive or collusive practice, and/or threatening, harassing or intimidating any party to prevent

108
 it from disclosing its knowledge of matters relevant to the investigation or from pursuing the
investigation, or (ii) an act intended to materially impede the exercise of a Subscribing
Investors’ access to contractually required information in connection with a World Bank Group
investigation into allegations of a corrupt, fraudulent, coercive or collusive practice.

INTERPRETATION

Any action legally or otherwise properly taken by a party to maintain or preserve its regulatory,
legal or constitutional rights such as the attorney-client privilege, regardless of whether such
action had the effect of impeding an investigation, does not constitute an Obstructive Practice.

GENERAL INTERPRETATION

A person should not be liable for actions taken by unrelated third parties unless the first party
participated in the prohibited act in question.

109
 SCHEDULE 8

FORM OF ACKNOWLEDGMENT & CONSENT LETTER

Acknowledgement & Consent Letter

Date: [●] 2020

To,

UTKARSH SMALL FINANCE BANK LIMITED

S-24/1-2, First Floor, Mahavir Nagar, Orderly Bazar,
Varanasi -221002, India

[●] [insert name of the subscribing investor]

[insert address]

Subject: Letter recording:

(A) Consent and waiver to permit consummation of equity fund raise by Utkarsh Small Finance
Bank Limited in terms of the Investment Agreement dated [●] entered into between Utkarsh
Small Finance Bank Limited and [●] [insert name of the investors] (“Investment
Agreement”); and

(B) Acknowledgement of certain rights of shareholders of Utkarsh Small Finance Bank Limited
specified under the Investment Agreement and the Restated Articles.

Dear Sir,

1. We, Utkarsh CoreInvest Limited (“UCL”) are currently the only legal and beneficial
shareholder of Utkarsh Small Finance Bank Limited (“Utkarsh SFB”), holding [●] ([●]) [insert
number and description of the relevant securities].

2. Utkarsh SFB is a wholly owned subsidiary of UCL.

3. We have been informed that [●] [insert name of the investor] (“Subscribing Investor”)
proposes to make an equity investment in Utkarsh SFB by subscribing to [●] ([●]) [insert
number and description of the Subscription Shares] of Utkarsh SFB (“Proposed Fund Raise”)
in terms of the Investment Agreement, a copy of which, has been furnished for our review.
Capitalized terms used herein but not defined in this letter (“Letter”) shall have the meaning
ascribed to them under the Investment Agreement.

4. At the request of Utkarsh SFB and for the sole purpose of enabling consummation of the
Proposed Fund Raise, we hereby:

(a) provide our acknowledgment, consent and no-objection to the execution, delivery and
performance by Utkarsh SFB of the Investment Agreement and other documents
contemplated therein and consummation of the Proposed Fund Raise in terms thereof;

(b) waive any and all rights of pre-emption and other similar rights in relation to the issuance
of Subscription Shares, whether arising under the [insert description of UCL’s
shareholders agreement], the charter documents of UCL, Applicable Law or otherwise;

(c) acknowledge, accept and confirm that Shareholder Rights granted to an SFB Investor shall
be incorporated into the Restated Articles in the manner contemplated under the

110
 Investment Agreement and an SFB Investor shall be entitled to all such Shareholder Rights
with effect from Subscription Date under the Investment Agreement;

(i) provide our consent and no-objection to the amendment and restatement of the Charter of
Utkarsh SFB in the form provided under Schedule 5 to the Investment Agreement with
effect from the Subscription Date in order to incorporate the Shareholder Rights therein;
and

(j) agree to exercise all of our rights (whether as a shareholder, director or officer), on a bona
fide basis to cause Utkarsh SFB to perform and comply with its undertakings, obligations
and covenants under the Investment Agreement and the Restated Articles in accordance
with their respective terms.

5. This Letter is being issued at the request of Utkarsh SFB and for the sole purpose of enabling
consummation of the Proposed Fund Raise, on a strictly non-recourse basis. Our waiver of any
and all rights of pre-emption and other similar rights in relation to the issuance of Subscription
Shares is being given solely for the purpose of the Proposed Fund Raise and is without prejudice
to the exercise of such rights independent of the Proposed Fund Raise. Notwithstanding
anything in this Letter or any of the Transaction documents, no recourse shall be had against
UCL, its shareholders or any of their Affiliates (other than Utkarsh SFB), or their respective
current or future directors, officers, employees, advisers or any of their current or future direct
or indirect shareholder, member, general or limited partner or other beneficial owner, whether
by the enforcement of any assessment or by any statute, regulation or other applicable law for
anything contained in this Letter or under the Transaction Documents for any claim based on,
in respect of or by breach of reason of such obligations of their creation.

6. We confirm and acknowledge that the Subscribing Investor and its permitted assigns shall be
entitled to place reliance on this Letter in connection with the consummation of the Proposed
Fund Raise and the applicability of the Shareholder Rights with effect from the Subscription
Date, provided, however, that in the event of any non-compliance with the terms of this Letter
by UCL, the recourse of the Subscribing Investor shall be against Utkarsh SFB.

Yours Sincerely,

For Utkarsh CoreInvest Limited

______________
Date: [●]

111
 SCHEDULE 9

MATERIAL CONTRACTS

1. Services agreement dated 30 June 2016 between the Company and Intellect Design Arena
Limited.

2. Services agreement dated 29 December 2016 between the Company and AGS Transact
Technologies Limited.

3. Debenture trust deed dated 26 June 2020 and debenture trust agreement dated 25 June 2020
between the Company and IDBI Trusteeship Services Limited.

4. Debenture trust deed dated 11 January 2017 and debenture trust agreement dated 11 January
2017 between the Company and Catalyst Trusteeship Limited.

5. Debenture trust deed dated 9 July 2018 and debenture trust agreement dated 30 August 2018
between the Company and Catalyst Trusteeship Limited.

6. Facility agreement dated 25 March 2015 and deed of hypothecation executed between the
Company, Societe Belge D’Investissement Pour Les Pays En Developpement – BIO SA and
Belgische Investereingsmaatschaapij Voor Ontwikkelingslanden – BIO NV.

7. Full currency swap and ISDA agreement dated 24 March 2015 between the Company and RBL
Bank Limited.

8. General refinance and loan agreement dated 22 March 2018 between the Company and SIDBI.

9. General refinance agreement dated 10 December 2015 between the Company and NABARD.

10. Loan agreement dated 11 December 2015 between the Company and NABARD.

11. General refinance agreement dated 19 June 2017 between the Company and NABARD.

12. Loan agreement dated 24 September 2020 between the Company and National Housing Bank.

112
 SCHEDULE 10

ESG QUESTIONNAIRE

Company
self
Governance
assessme
nt

Commitment to Corporate Governance

Corporate Governance Principles and Policies

(0) No Code of Ethics, Corporate Governance Code or basic governance charter established
(1) The company has a charter with some provisions on authority distribution, etc.
(2) The company has a a Code of Ethics and a designated officer responsible for its compliance
(3) Code of Ethics and Corporate Governance Code exist and are properly managed and
disclosed
(4) Corporate Governance practices are equivalent to those from public companies

Structure and Functioning of the Board of Directors

Board of Directors (BoD) - Size & Meetings

(0) BoD has more that 15 or less than 5 members
(1) BoD has an adequate size, but it meets less than 4 or more than 12 times per year
(2) BoD has adequate size and it meets between 4 and 12 times a year
Board of Directors (BoD) - Composition & Competences
(0) BoD composition (competencies / skill mix / independent members) is not adequate
(1) BoD is competent and skilled, but the number of independent members is low
(2) BoD is competent, skilled, and composed of a majority of independent Directors

Control Environment & Processes

Committees
(0) BoD did not establish any committee
(1) BoD established at least an audit committee
(2) Audit committee is compromised of a majority of independent directors
Internal Controls
(0) No documented operational and financial internal controls are established
(1) There are documented controls but no independent function to ensure that key processes are
followed
(2) Adequately staffed or outsourced internal audit function

Transparency and Disclosure

Financial Transparency
(0) Financial statements are not audited at all

113
(1) Auditor have expressed qualified/adverse opinions in the past 5 years
(2) Financial statements are audited and audit opinion has not been qualified/adverse over the
past 5 years

External Controls
(0) No reputable external auditor
(1) Reputable external auditor but long-term relationship with the company
(2) Reputable external auditor that is regularly rotated (at least every three-five years)

Shareholder rights

Rights of Minority Shareholders

(0) No shareholder rights defined
(1) Shareholder rights defined, but they don't consider minority shareholders
(2) Equitable treatment of shareholder rights is guaranteed

Company
self
Labor Practices / Working conditions
assessme
nt

Human Resource (HR) Policy

(0) The institution has no formal HR policy
(1) The institution is currently developing an adequate HR policy

(2) The FI has an adequate human resources policy that addresses:

- Terms of employment
- Rights for freedom of association
- Non-discrimination and equal opportunity
- Sexual harassment

Observations / evidence

Contract type
(0) Not all employees have written contracts (please specify % of employees with written
contracts)
(1) The FI provides written contracts to all employees, but a large % are short-term (interns,
etc.) or external
(2) The FI provides written contracts to all employees, and most contracts are not short-term or
external
Observations / evidence

114
Grievance mechanism (formal complaint process)
(0) The FI has no formal complaint process which enables employees to register and raise
concerns
(1) The FI has a formal complaint process, but there are not evidence of its use in the past three
years
(2) The FI has a formal complaint process, and it can provide recent evidence of its correct use
Observations / evidence

Labor Fines and Court Cases

(0) The labor authority has issued fines to the FI related to labor issues in the past three years
(1) The FI has not been fined in the past three years, but it has open legal disputes due to labor
issues
(2) The FI has not been fined in the past three years and it has no open legal disputes due to
labor issues
Observations / evidence

Supplemental labor conditions questionnaire

A. General labor conditions:

Please refer to Exhibit A hereto.

B. Health and safety:

Please refer to Exhibit B hereto.

Compa
ny self
Environmental & Social (E&S) Assessment of Investments
assess
ment

Environmental & Social Management System (ESMS)

(0) The FI has no documented E&S Management System, or it does not address its
financing/investment process
(1) The FI's ESMS cover its investment activities, and it is periodically reviewed by top
management (attach a copy)
(2) The FI's has an ESMS and its loan agreements include specific clauses on E&S issues
Observations / evidence

115
Capacity & Resources
(0) The FI does not have dedicated staff to carry out the E&S assessements of its investments
(1) The FI has dedicated E&S staff who is actively involved in the risk assessment of the
investments
(2) The FI periodically trains loan officers and key staff on how to evaluate the E&S risks of its
clients' activities
Observations / evidence

Exclusion List (projects/sectors that the FI does not finance)

(0) The FI's Exclusion List is not available, or it does not cover the elements in responsAbility's
Exclusion List
(1) The Exclusion List is equivalent to rA's, but there are no evidence of its application (i.e. no
records in the IPs)
(2) The FI can demonstrate compliance with the application of rA's Exclusion List (i.e. its
assessment is recorded in the IPs)
Observations / evidence

E&S Risk Categorization

(0) The FI does not have a formal process to categorize projects/clients according to their E&S
risks
(1) The institution includes the level of E&S risk in the loan approval process, as requires
compliance with E&S legislation
(2) For high risk projects, the FI requests an environmental and social impact assessment (ESIA) to
its clients
Observations / evidence

Environmental & Social Due Diligence (ESDD)

(0) The FI does not always perform an initial ESDD prior to disbursement for loans classified as
'medium' and 'high' risk
(1) The FI carries out and initial ESDD for 'medium' and 'high' loans, but no further E&S
monitoring during the loan's life
(2) The FI can evidence that it carries out an initial ESDD and periodic E&S monitoring for all
'medium' and 'high risk' loans
Observations / evidence

Investments with E&S/reputational issues

(0) In the past 3 years, some investments faced E&S issues post disbursement. The FI didn't take
further actions

116
(1) In the past 3 years, some investments faced E&S issues post disbursement. The FI took
corrective/preventive actions
(2) In the past 3 years, no investment has faced E&S issues post disbursement
Observations / evidence

DFIs/IFIs E&S requirements

(0) The FI does not follow specific E&S guidelines from DFIs/IFIs
(1) The FI follows specific E&S guidelines from DFIs/IFIs, but its compliance has not been
evaluated yet
(2) The FI has received TA for enhancing its ESMS
Observations / evidence

Reporting
(0) The FI does not have experience in preparing an annual E&S report
(1) The FI has prepares an annual E&S report, but it does not include data on the E&S elements
from its investments
(2) The FI has experience preparing annual E&S reports that includes E&S elements from its
investments
Observations / evidence

Score
(2) -
fully
met
(1) - Observati
partiall ons
y met (evidence
Client Protection
(0) - for rating
does justificatio
not n)
meet
the
require
ment
Appropriate Product Design & Delivery
The FI offers products and services that are suited to clients' needs
The FI trains staff so that they fully understand how to determine whether products,
services and channels are suitable for specific clients, and for lending staff, that
collateral policies are understood
The FI has policy and documented processes to prevent aggressive sales
techniques and forced signing of contracts

The FI's incentive/ bonus structure does not promote aggressive sales

Prevention of Over-Indebtedness

117
The FI has a documented process for loan approvals and makes decisions using
appropriate information and criteria
The loan approval process evaluates repayment capacity through a cash flow
analysis and review of client indebtedness. The analysis considers income, expenses
and debt service related to business and family and any other sources, including
informal sources
The loan approval process involves at least one staff member other than the one
directly involved in the client relationship (e.g., senior loan officer, branch manager,
credit committee)
The FI has an internal control process to verify the uniform application of policies
and procedures about client underwriting, and it can produce evidence of corrective
measures taken in case of partial or incorrect implementation
The FI uses credit reporting information, when feasible in the local context
Policy and documented process require timely reporting to credit bureaus and use of
credit reports systematically in the approval process for all loans
Transparency
The FI gives clients with a Key Facts Document that contains the following
information about their loans:
- total loan amount;
- pricing, including all fees;
- total cost of credit (all principal, interest and fees);
- disbursement date and loan term;
- repayment schedule with principal and interest amounts, number, and due dates of
all repayment installments;
- and moratorium interest rates
The FI communicates with clients at an appropriate time and through
appropriate channels
A documented process is in place to provide clients with regular and on-demand
information on account balances
The FI takes adequate steps to ensure client understanding and support client
decision making
The FI has an internal control process to verify uniform application of policies and
procedures related to transparency.
Responsible Pricing
The FI’s pricing policy is aligned with the interest of clients

The FI's fees are reasonable

Fair & Respectful Treatment of clients

The FI promotes and enforces fair and respectful treatment of clients in line
with a code of conduct
The code of conduct (or equivalent) clearly spells out organizational values,
standards of professional conduct and treatment of clients that are expected of all
internal or external staff. Policies also spell out what sanctions to apply in case of a
breach of the code of conduct
Loans are collected by staff and collection agents in an appropriate manner
Debt collection practices are not ad-hoc, abusive or coercive. Penalty charges are
not be part of the FI’s profitability strategy
Privacy of Client Data
Client data is kept secure and confidential
A policy and documented process are in place to maintain the confidentiality,
security, and accuracy of clients' personal, transactional and financial information.
They cover gathering, processing, use, distribution and storage of client information
The FI's systems protect against theft or misuse of client data or identity; security
breaches, and fraudulent access
Mechanisms for Client Complaint Resolution

118
The FI informs clients about their right to complain and how to submit a
complaint
Information on how to submit a complaint is displayed visibly in branch offices, at
agents and/or included in product documentation

119
 EXHIBIT A

LABOUR CONDITIONS QUESTIONNAIRE

Applies for permanent, contracted and seasonal workers

General

1. Name of company

2. Your name and position within the company

3. Your email-address

Policies and access to documentation

4. Has the company implemented human resource policies into its organisation, which is consistent
with the national law and regulation, covering: child labour, forced labour, occupational health and
safety, the freedom of association, nondiscrimination, working hours, salary, maternity leave, and
sick leave?

o Yes

o No

o
Other

5. Are the policies publicly available (at the minimum shared with employees and stakeholders)?

o Yes

o No

o
Other

6. Does the company provide workers with documented information that is clear and understandable,
regarding their rights under national labour and employment law including: rights related to hours
of work, salary, overtime, compensation, and benefits?

120
 o Yes

o No

o
Other

Non-discrimination, Workers organisation and complaints

7. How is the company ensuring that it is not engaging in or supporting discrimination in hiring,
remuneration, access to training, promotion, termination or retirement? (discrimination: different
treatment of two equally qualified individuals on account of their gender, race, age, disability,
religion, national origin, sexual orientation, etc.)

8. Is the company ensuring that there is no behaviour at the workplace which is threatening, abusive,
or sexually coercive?

o Yes

o No

o
Other

9. Do all employees have the right to bargain collectively and to form, join, and organise trade
union(s)?

o Yes

o No

o
Other

10. Do employees have the right to freely designate a workers' representative?

o Yes

o No

o
Other

11. Is the company informing employees upon beginning the working relationship that they are free to
join a worker organisation of their choosing without any negative consequences?

121
 o Yes

o No

12. Does the company have a free and anonymous employee complaint mechanism in place?

o Yes

o No

o
Other

13. Are the results of the complaint mechanism freely available for employees and interested parties?

o Yes

o No

o
Other

14. What is the number of complaints recorded during the last 24 months?

Working hours, retrenchment and salary

15. Can the company confirm that the regular working time does not exceed 48 hours weekly and that
overtime does not exceed 8 hours weekly?

o Yes

o No

o
Other

16. Are employees provided with at least 24 consecutive hours break within a 7-day working period?

o Yes

o No

o
Other

122
17. Does the company comply with national laws and practices regarding maternity leave and practices,
and does it ensure security of employment once the employee returns from maternity leave?

o Yes

o No

o
Other

18. What is the annual turnover rate in the company?

19. Does the company have a non-discriminating retrenchment plan?

o Yes

o No

o
Other

20. Can the company confirm, that monthly salary always meet legal requirements?

o Yes

o No

o
Other

Child and forced labour

21. Has the company ensured, that there are no children under 15 years old at the company? (children:
< 1 5 or defined by law, young workers: < 18)

o Yes

o No

o
Other

123
22. How is the company ensuring that no children or young workers are exposed to hazardous or unsafe
work or situations?

23. How is the company ensuring that it is not engaging in the use of forced labour, such as threats,
physical violence, withholding any parts of personnel's belongings (salary, documents) etc? (Forced
labour: All work or service that a person has not offered to do voluntarily and is made to do under
the threat of punishment or retaliation or that is demanded as a means of repayment of debt)

24. Are employees allowed to leave the workplace premises after completing the standard workday and
to freely terminate their employment?

o Yes

o No

o
Other

Supply chain and contracted workers

25. How does the company ensure that contractors or supply chain organizations comply with national
law and regulation?

26. Does the company have a system in place to screen, assess and monitor labour risks in the supply
chain?

o Yes

o No

o
Other

27. How does the company address the risk of child labour and/or forced labour in its supply chain?

124
 EXHIBIT B

HEALTH AND SAFETY (FOR OFFICE ENVIRONMENTS)

including financial institutions and traders

* This form will record your name, please fill your name.

General

1. Name of company

2. Your name and position within the company

3. Your email-address

Emergency preparedness

4. Is there a documented emergency preparedness and response plan that outlines the actions that all
employees should take in case of fire and/or emergencies available?

o Yes

o No

5. Does the plan clearly outline the trained first aid employees and persons responsible for preventing,
reducing, the impact of, and addressing any such emergency event?

o Yes

o No

6. Are there consistently spaced smoke detectors and fire extinguishers on every floor?

o Yes

o No

125
7. Are the fire extinguishers regularly checked and maintained?

o Yes

o No

8. Are evacuation plans posted at regular intervals (provided by the organisation in the language(s) of
the workers), with a clear "You are here" mark, and indicating the location of the first aid providers
and identity emergency response personnel?

o Yes

o No

9. Is there an adequate number of emergency exits and evacuation routes which are clearly marked,
unblocked and located on opposite ends of the building?

o Yes

o No

10. Do the exit doors open in the direction of travel, and can readily be opened from inside the
workplace by any worker without the use of keys or tools, and open wide enough to safely evacuate
the personnel in case of an emergency?

o Yes

o No

11. Is there one or more marked assembly points outside the workplace, which has been adequately
communicated to all workers and visitors?

o Yes

o No

12. Is there at least one properly readily accessible first aid kit (marked with a sign) available for every
100 employees?

o Yes

o No

13. Does the first aid kit contain bandages, scissors and gloves?

o Yes

126
 o No

Personel protection

14. Has the company assessed the health and safety risks of employees?

o Yes

o No

15. Does the company ensure the protection of sensitive risk groups (pregnant women, elderly people,
disabled people etc)?

o Yes

o No

16. Are employees using the personnel protective equiptment (PPE), according to the health and safety
risks assessment?

o Yes

o No

General working environment

17. Is the workplace - including walkways and aisles, yard and storage areas, lifts and stairways - kept
clear, clean and maintained in good condition?

o Yes

o No

18. Are electrical systems and wiring not exposed and maintained in safe conditions?

o Yes

o No

19. Does the company provide for use by all employees free access to: clean toilet facilities, clean
drinking water, suitable spaces for meal breaks, and where applicable, facilities for food storage?

o Yes

o No

127
20. Do the work areas have adequate lightening, ventilation and temperature controls?

o Yes

o No

21. Does all water, inside or outside of the facility, drain properly so it does not create a slipping hazard
or mold?

o Yes

o No

128
 SCHEDULE 11

IMPACT INDICATORS

Value Value Value Value Value Value Value

Staff (Dec (Dec (Dec (Dec (Dec (Dec (Dec Unit Period Definition
2017) 2018) 2019) 2020) 2021E) 2022E) 2023E)
Staff Number End of year All paid full-time and part-time staff employed by the investee.
Rural Staff Number End of year
Female staff Number End of year
Youth staff Number End of year Staff who is 24 years old or younger.

Number of employees
Number During year Number of permanent employees that left the investee company.
who left during the year
Amount spent on Amount spent on training permanent and seasonal employees as well as smallholder
USD During year
training farmers.
Number of staff trained Number During year
If the investee does not have a CEO, whoever effectively has the same role e.g.
Is the CEO a woman? Y/N End of year
"President", "Chairman".
Number of senior
The investee can define what it considers to be senior management, but it should
management (as Number End of year
typically be head of department for the whole organisation.
notified on website)
Number of women in
senior management (as Number End of year
notified on website)
Number of board
Number End of year
members
Number of women on
Number End of year
the board
Are the employees End of year
represented by a trade
Y/N
union or a work
council?
Pay gap between non-
senior male and female Difference between the average salary of all non-senior female staff and the average
%
staff (Chief Manager & salary of all non-senior male staff divided by the average salary of all non-senior male
below) During year staff

129
Pay gap between senior
male and female staff % Difference between the average salary of all senior female staff and the average salary
(AVP and above) During year of all senior male staff divided by the average salary of all senior male staff

Value Value Value Value Value Value Value

Clients (Dec (Dec (Dec (Dec (Dec (Dec (Dec Unit Period Definition
2017) 2018) 2019) 2020) 2021E) 2022E) 2023E)
Total Number of clients should be the number of unique customers using services of the bank. This should
number of Number End of year not be less than the number of borrowers or the number of depositors (although it may be less than
clients the sum of both).
Total
number of Number End of year
rural clients
Total
number of
Number End of year
women
clients
Total
number of Number End of year
youth clients
Number of
Number During year
new clients
Number of
clients
leaving
Number During year
(dormancy,
drop-out,
cancellation)

IFC defines SMEs as registered businesses that qualifies under two of the following three
indicators:
Number of
Number End of year - Between 10 and 300 employees
SME clients
- Total assets between USD 100k and USD 15m
- Total annual sales between USD 100k and USD 15m

Number of
SME clients
Number End of year
led by a
woman
Number of
SME clients
in rural
areas
Number of
Number End of year
borrowers

130
Number of
rural Number End of year
borrowers
Number of
female Number End of year
borrowers
Number of
youth Number End of year Borrowers that are 24 years old or younger.
borrowers
Number of
Number End of year Retail and other deposits.
depositors
Number of
rural Number End of year Retail and other deposits.
depositors
Number of
female Number End of year Retail and other deposits.
depositors
Number of
youth Number End of year Retail and other deposits. Depositors that are 24 years old or younger.
depositors
Number of
branches
Number of
ATMs

Value Value Value Value Value Value Value

GLP and
(Dec (Dec (Dec (Dec (Dec (Dec (Dec Unit Period Definition
Deposits
2017) 2018) 2019) 2020) 2021E) 2022E) 2023E)
Amount During
USD
disbursed year
Amount
disbursed to
Microenterp
rises
Amount
disbursed to
SMEs
Gross
End of
Loan USD
year
Portfolio
Gross Loan
Portfolio End of
USD
with rural year
borrowers

131
Gross Loan
Portfolio End of
USD
with female year
borrowers
Gross Loan
Portfolio End of
USD Borrowers that are 24 years old or younger.
with youth year
borrowers
Volume of
loans
outstanding
for energy End of
USD
efficiency year
or
renewable
energy
Volume of
loans
outstanding
to pay for End of Total value of loans outstanding that finance education (i.e. student loans) or
USD
education year educational institutions (e.g. loans to schools, universities).
or to
educational
institution
Volume of
loans
Total value of loans outstanding for paying healthcare, or for healthcare-related projects
outstanding End of
USD (including sanitation etc.) or to healthcare institutions (e.g. hospitals, doctors, clinics,
to year
pharmaceutical companies).
healthcare
institutions
Weighted
average End of
Months
loan year Weighted maturity of GLP at end of year, based on expected tenor of each loan from
maturity disbursement to repayment, rather than remaining maturity.
Maximum
End of
grace Months
year
period
End of
Deposits USD Retail and other deposits.
year
Deposits
End of
with rural USD Retail and other deposits.
year
customers
Deposits
End of
with female USD Retail and other deposits.
year
customers
Deposits
End of
with youth USD Retail and other deposits. Depositors that are 24 years old or younger.
year
customers

132
 If not, do How How
Do you Do you Do you you many many
offer the offer the offer the expect to active active
Products following following following introduce customers customers
products? products? products? them in currently currently
(2017) (2018) (2019) the next use them? use them?
3 years? Dec 2020 Dec 2021
Loan/Leasing
Products
Microfinance
loans
SME loans
Leasing
Mortgage
Agricultural
loans
Green loans
Startup loans No No No
Green loans refer to the provision of renewable energy and energy efficiency loans.

133
 SCHEDULE 12

AML QUESTIONNAIRE

AML Questionnaire

Year:

Financial institution
name:

Financial institution
contact:

Location (country):

Background

1 Has your country established laws designated to prevent

money laundering and terrorist financing and is your
institution subject to such laws?

2 Is your institution regulated by a national authority?

If yes, please specify the name of the authority

3 Does your institution have foreign branches and/or

subsidiaries?

(a) If yes, are these branches and/or subsidiaries subject

to the anti-money laundering laws applicable to your
head office?

If you answered "yes" to question 3(a), please

provide the jurisdiction(s) of your foreign
branches/subsidiaries

If you answered "no" to question 3(a), please

provide regulatory authorities for each foreign
branch/subsidiary. Please include country and
name of regulatory authority

134
AML Policies and Practices

4 Does your institution have a written policy, controls and

procedures designed to prevent and detect money
laundering/terrorist financing activities (the AML policies
and procedures)?

If yes, how often is this Policy updated?

5 Does your institution have an appointed senior officer

responsible for your institution's anti-money laundering
program?

If yes, has this senior officer received specific

AML/KYC training or hold a specific AML/KYC-
related qualification?

If yes, please provide the senior officer's name, title,

address, telephone number and email address

6 Does your institution have in place procedures for

independent audit or testing of your anti-money
laundering compliance program?

If yes, how frequently are these audits conducted

and by whom?

If yes, has your institution been subject to any

substantial AML-related audit findings in the
previous 5 years?

7 If your institution is located in Financial Action Task Force

(FATF) non-member country, are your AML policies and
procedures compliant with the FATF Recommendations?

8 Do your institution's AML policies and procedures include

customer identification requirements at the inception of
the relationship?

9 How many staff work in a dedicated way on customer

KYC?

10 Does your institution provide annual training on

identifying suspicious activities and transactions to front-
office staff?

11 Does your institution have procedures to screen

customers and connected parties to determine whether

135
 they are Politically Exposed Persons (PEPs) or controlled
by PEPs?

If yes, whereto, internally, are suspicious activities

and/or identified PEPs escalated?

Does your institution have procedures and monitoring

processes for the identification and reporting of
suspicious activity?

In case of identification of a suspicious activity/identified

PEP, who is responsible for the decision to cease a
business relation or report to authorities?

12 Has an update or upgrade of your institution’s IT system

in relation to the identification of suspicious transactions
been completed within the past 24 months?

13 Does your institution have adequate processes in place to

identify and transact with related parties?

14 Does your institution have an internal ombudsman or

Whistleblower program where concerns can be escalated?

15 Is your institution or any of its branches or subsidiaries engaged in transactions, investments,

business or other dealings (that directly involve receiving assets) with the following:

(a) Entities, or any of its branches, that operate under an

Offshore Banking License?

(b) Entities, customers or assets established in

jurisdictions outside your domicile?

If yes, please provide these jurisdictions.

(c) Shell Banks?

If you answered "yes" to any of the items above, do your

institution's policies, procedures and monitoring
specifically outline how you mitigate the potential risks
associated with these types of relationships?

16 Has your institution or employees been the subject of any

investigation, indictment, conviction, criminal or civil
enforcement actions related to anti-money laundering
violations, tax fraud and terrorist financing in the
previous 24 months?

136
 If yes, please provide details.

17 How is anti-bribery regulated within your institution?

18 If required, please provide any additional

information/context to the answers above

AML/KYC Confirmation

We confirm that the above information is current, accurate and reflective of our institution’s anti-
money laundering policies and procedures. We will notify responsAbility of any material changes to
the above information.

Senior financial institution representative

name:

Senior financial institution representative

title:

Date:

137
 SCHEDULE 13

CODE OF ETHICS , BUSINESS INTEGRITY & ESG

Code of Responsible Investing

Growth Catalyst Partners LLC (“GCP”) believes it should invest in a responsible fashion, considering
environmental, social and governance ("ESG") and business integrity matters. Effective management of these
matters not only reduces the possibility of stakeholders being adversely affected by business activities, but also
provides them with access to remedy. It can also add value to businesses through, for example, improving business
efficiency, staff motivation and stakeholder relations. The Code of Responsible Investing (this “Code”) sets out
GCP’s requirements, recommendations and management systems to invest responsibly. Through this Code, GCP
works with intermediaries and companies in a responsible approach to business that starts with compliance with
certain basic requirements and works towards the adoption of internationally recognised standards of best practice.
GCP recognises that not every business will be in full compliance with this Code at the date of investment. In
such cases, GCP, or its fund managers, will work with the business to develop an Action Plan (that seeks to
achieve compliance) with clear deliverables in reasonable time frames, taking into consideration the risks and
opportunities specific to that business and its size and resources.
Guidance on how this Code can be implemented in practice can be found in the Toolkit on ESG for Fund Managers
(which can be downloaded from CDC’s website: www.cdcgroup.com) and IFC’s E&S Toolkit
(www.estoolkit.com). Guidance for financial institutions can be found at www.firstforsustainability.org. In-depth
analyses of sector-specific risks can be found in the World Bank’s EHS Guidelines
(http://www.ifc.org/ifcext/sustainability.nsf/Content/EHSGuidelines ). FMO also host good online resources for
private equity funds and microfinance institutions: http://www.fmo.nl/esg-tools.

Requirements for all Businesses

Every business in which GCP’s capital is invested shall:

 operate in compliance with applicable local and national laws including laws covering environmental impacts,
labour rights, social issues, corporate governance and those intended to prevent extortion, bribery, corruption and
financial crime (“Applicable Laws”);

 operate in compliance with relevant international sanctions, including those of the European Union and the
United Nations (“International Sanctions”)1;

 implement management systems, appropriate to the size and nature of the business, that ensure a systematic
approach to ESG risk assessment, addressing relevant risks, monitoring and reporting on progress and, to the
extent possible, involving stakeholders2;

 ensure achievement of and continuous compliance with the Requirements or related Action Plan;

Working Conditions and Labour Rights

 not employ or make use of forced labour3;

 not employ or make use of child labour4;

 pay wages which meet or exceed industry or legal national minima;

 not discriminate in terms of recruitment, progression, terms and conditions of work and representation, on the
basis of personal characteristics unrelated to inherent job requirements, including gender, race, colour, caste,
disability, political opinion, sexual orientation, age, religion, social or ethnic origin, marital status, membership
of workers’ organisations, legal migrants, or HIV status5;

138
 adopt an open attitude towards workers’ organisations and respect the right of all workers to join or form
workers’ organisations of their own choosing, to bargain collectively and to carry out their representative functions
in the workplace6;

 provide reasonable working conditions including a safe and healthy work environment, working hours that are
not excessive and clearly documented terms of employment and in situations where workers are employed in
remote locations for extended periods of time to ensure that such workers have access to adequate housing and
basic services7;

Access to Remedy

 provide an appropriate grievance mechanism that is available to all workers and where appropriate to other
stakeholders8;

 implement a procedure for the reporting of wrongdoing and misconduct in the workplace that includes
protection for the reporter and appropriate disciplinary action for anyone found to harass the reporter;

Business Integrity

 uphold high standards of business integrity and honesty;

 adopt and implement policies to prevent extortion, bribery, corruption, fraud and financial crime in accordance
with local law requirements and international best practice,9;

 properly record, report and review financial and tax information10;

 establish corporate governance practices appropriate to the size and nature of the business;

 deal with regulators in an open and co-operative manner; and

 use information received from its business partners only in the best interests of the business relationship and
not for personal financial gain by any worker.

1 See www.fco.gov.uk/en/about-us/what-we-do/services-we-deliver/export-controls-sanctions/ for a full list.

2 See IFC PS 1 for guidance.
3 As covered by the ILO Forced Labour Convention (No. 29) and the Abolition of Forced Labour Convention (No.
105). See www.ilo.org/ilolex/english/docs/declworld.htm
4 As defined by the ILO Minimum Age Convention (No. 138) and the Worst Forms of Child Labour Convention (No.
182). See www.ilo.org/ilolex/english/docs/declworld.htm
5 As covered by the ILO Equal Remuneration Convention (No. 100) and the ILO Discrimination (Employment and
Occupation) Convention (No. 111), allowance could be made where positive discrimination is mandated in law and is intended
to address a historical imbalance. See www.ilo.org/ilolex/english/docs/declworld.htm
6 As defined by the ILO Freedom of Association and Protection of the Right to Organise Convention (No. 87) and the
Right to Organise and Collective Bargaining Convention (No. 98). See www.ilo.org/ilolex/english/docs/declworld.htm
7 Respecting any collective bargaining agreements that are in place or where these do not exist or do not address
working conditions, make reference to local or national law, IFC Performance Standard 2 and relevant ILO Conventions, as
may develop over time, including Weekly Rest (Industry) Convention (No. 14) and Weekly Rest (Commerce and Offices)
Convention (No. 106), See www.ilo.org/global/standards/subjects-covered-by-international-labour-standards/working-
time/lang--en/index.htm
8 See IFC Performance Standard 2 and the “Effectiveness Criteria for Non-Judicial Grievance Mechanisms”
(http://www.ohchr.org/Documents/Publications/GuidingPrinciplesBusinessHR_EN.pdf) within the UN Guiding Principles on
Human Rights.
9 GCP promotes compliance with the UK Bribery Act 2010.
10 Direct investments, including investment intermediaries, are required to report to the International Financial
Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”), see www.iasb.org or other
internationally recognised accounting standards; and the International Private Equity and Venture Capital Valuation Guidelines
(“IPEVC”), see www.privateequityvaluation.com. Investees of Investment Intermediaries should as a minimum report to local
reporting standards and should make progress towards internationally recognised accounting standards.

139
IN WITNESS WHEREOF, the Parties, acting through their duly authorised representatives, have
caused this Agreement to be signed in their respective names, as of the date first above written.

FOR AND ON BEHALF OF OLYMPUS ACF PTE. LTD.

___________________

Name: Jeffrey E. Glat

Title: Chief Financial Officer and Managing Director

SIGNATURE PAGE OF THE INVESTMENT AGREEMENT

IN WITNESS WHEREOF, the Parties, acting through their duly authorised representatives, have
caused this Agreement to be signed in their respective names, as of the date first above written.

FOR AND ON BEHALF OF RESPONSABILITY PARTICIPATIONS MAURITIUS

___________________

Name: Naushad Ally Sohoboo

Title: Director

SIGNATURE PAGE OF THE INVESTMENT AGREEMENT

IN WITNESS WHEREOF, the Parties, acting through their duly authorised representatives, have
caused this Agreement to be signed in their respective names, as of the date first above written.

FOR AND ON BEHALF OF AAVISHKAAR BHARAT FUND

BY AAVISHKAAR VENTURE TRUSTEES PRIVATE LIMITED, IN ITS CAPACITY AS

TRUSTEE OF AAVISHKAAR BHARAT FUND

___________________

Name: Shyamkant Joshi

Title: Authorised Signatory

SIGNATURE PAGE OF THE INVESTMENT AGREEMENT

IN WITNESS WHEREOF, the Parties, acting through their duly authorised representatives, have
caused this Agreement to be signed in their respective names, as of the date first above written.

FOR AND ON BEHALF OF TRIODOS SICAV II - TRIODOS MICROFINANCE FUND

___________________

Name: Caspar Sprokel

Title: Head of Equity

SIGNATURE PAGE OF THE INVESTMENT AGREEMENT

IN WITNESS WHEREOF, the Parties, acting through their duly authorised representatives, have
caused this Agreement to be signed in their respective names, as of the date first above written.

FOR AND ON BEHALF OF TRIODOS SICAV II - TRIODOS MICROFINANCE FUND

___________________

Name: Mirjam Janssen

Title: Regional Manager Asia

SIGNATURE PAGE OF THE INVESTMENT AGREEMENT

IN WITNESS WHEREOF, the Parties, acting through their duly authorised representatives, have
caused this Agreement to be signed in their respective names, as of the date first above written.

FOR AND ON BEHALF OF LEGAL OWNER TRIODOS FUNDS B.V. IN ITS CAPACITY AS
LEGAL OWNER TRIODOS FAIR SHARE FUND

___________________

Name: Caspar Sprokel

Title: Head of Equity

SIGNATURE PAGE OF THE INVESTMENT AGREEMENT

IN WITNESS WHEREOF, the Parties, acting through their duly authorised representatives, have
caused this Agreement to be signed in their respective names, as of the date first above written.

FOR AND ON BEHALF OF LEGAL OWNER TRIODOS FUNDS B.V. IN ITS CAPACITY AS
LEGAL OWNER TRIODOS FAIR SHARE FUND

___________________

Name: Mirjam Janssen

Title: Regional Manager Asia

SIGNATURE PAGE OF THE INVESTMENT AGREEMENT

IN I NESS HEREOF, he Pa ie , ac i g h gh hei d l a h i ed e e e a i e , ha e
ca ed hi Ag eeme be ig ed i hei e ec i e ame , a f he da e fi ab e i e .

FOR AND ON BEHALF OF GRO H CA AL S PAR NERS LLC

___________________

Na e: Ra i d a a h S.K Ha a ee i g

T e: D ec

SIGNATURE PAGE OF THE INVESTMENT AGREEMENT