U Gro Capital | An Overview December 2018

Secured Loans Interest Rate - 10.5%-12%

(Ticket size - INR 50 lakhs to 5 Cr)

Unsecured Loans Interest Rate - 16% -19%

(Ticket size - INR 10 lakhs to 50 lakhs)

Supply chain financing Interest Rate - 13%-15%

(Ticket size - INR 3 lakhs to 30 lakhs)

Offerings are customized based on selected sectors

Executive Summary

A systemically important, non-deposit taking NBFC focused on providing loans to small businesses in

the prime/near prime segments

Management team with a collective experience of 150+ years

Capital base of more than INR 950 Cr

5 Year Projected Loan book of more than INR 14,000

Cr

Traditional Channels New Channels

U Gro’s philosophy on product design,

credit appraisal and distribution are aligned to these

sectors

Auto components Chemicals Education Electrical equipment

and components Food processing/

FMCG Healthcare Hospitality Light engineering

38 Sub sectors

8 Sectors

Distribution Strategy Product offerings

U Gro Capital – An Overview Sector Focused Approach To Lending

Direct Sales Agents (operating in target

segments / geographies)

Branch Sales Team (Customer acquisition

through outreach / walk-ins)

Digital Channels (leverage 3rd party and own platforms for lead

sourcing)

Industry Partnerships (prioritized segments)

Co-lending with NBFCs

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Key Highlights

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Well-capitalized NBFC with a proven track-record of raising capital from diverse sources Initial capital infusion of more than INR 950 Cr Ability to raise capital from diverse sources - Initial fund raise from large PE funds like PAG, ADV, NewQuest, Samena, public market funds like

IndGrowth, Abakkus, insurance firms, family offices and HNIs

SME lending represents a large but underpenetrated market opportunity Lending to SME expected to reach USD 600 Bn by FY23 Highly underpenetrated market – Although, MSMEs account for 45% of the Indian Industrial output, only 14% of these companies have access to credit

Experienced management team with a strong track record of execution Started by Shachindra Nath, professional turned entrepreneur Management team with a collective experience of 150+ years at large organizations like Barclays, ICICI, Yes Bank

Strong governance mechanisms in place to ensure ‘sustainable’ growth A management-driven, board-run company with high levels of corporate governance with a majority independent, experienced board who have held

senior leadership positions at SIDBI, SEBI, ICRA and RBI A strong corporate governance code which has been incorporated into the articles of association

Clearly defined and differentiated execution road-map Sector focused lending -> Distribution, product, credit appraisal and portfolio strategy to be aligned to eight selected sectors Asset build up to be driven by the liability strategy Leveraging fin-touch and fin-tech to create a truly differentiated lending platform

About U Gro Capital

4

Our Mission

To Solve the Unsolved

India’s USD 600 Bn SME Credit Availability Problem

5

Healthcare Education Chemicals

Food processing/FMCG

Hospitality Electrical equipment and components

Auto components Light engineering

Our Customer

Minimum business vintage of 3 years

Operating in one of U Gro’s eight selected sectors

Prime/ Near Prime segment with a prior borrowing history

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Small business with a revenue of INR 2 to 200 Cr

Capital needed for either business expansion, purchase of machinery or to fulfil working capital requirements

Our Execution Strategy

Liability led asset strategy Build a granular, diversified, largely secured

portfolio before moving to unsecured lending

Enhance RoE progressively by increasing leverage

Active engagement with stakeholders Enhance ratings through close partnerships with

rating agencies and by creating a diverse and secure lending book

Early conversations with banks to secure debt and co-lending partnerships

Access new sources of finance, based on tailored asset book. e.g. Multilateral agencies like IFC, SIDBI, etc.

Technology

Knowledge

Strong presence in targeted customer segments Acquire through a carefully thought over mix of

channels aligned to sectors

Product portfolio based on customer needs Tailor products to match characteristics (collateral,

cash flows) of underlying sectors

Mix of own and third party products

Credit underwriting driven by deep segment understanding Leverage ‘data’ through an API led strategy

Proprietary statiscal and expert scorecards

Differentiated customer service enabled through a digital platform Digitize and digitalize to improve service delivery

Asset Strategy Liability Strategy

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Our Journey

| One of the only companies in the lending space to start with INR 950+ Cr of capital | The listed company structure provides access to permanent source of capital |

Formation of Chokhani Securities First Round of Preferential

Allotment Qualified Institutional Placement

Reinvigoration of Chokhani Securities

Second Round of Preferential Allotment

1994: Formation of Chokhani Securities 1995: Listing of Chokhani Securities 2004-Present: 14 year track-record of profitability

Raised INR 435 Cr of capital from global private equity firms - ADV Partners, NewQuest and IndGrowth

Raised INR 112 Cr of capital from public market funds, insurance companies and private equity funds

Acquisition of Chokhani Securities (later renamed as UGro Capital) by Shachindra Nath followed by a revamp of the management team Approval for the demerger of the lending business of Asia Pragati – INR 175 Cr

Raised INR 192 Cr of capital from large family offices / HNIs through a preferential allotment of shares

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94

- 2

01

7

De

c, 2

01

7

De

c, 2

01

7

Au

g, 2

01

8

Disbursements to begin in

January

May

, 20

18

8

SME lending represents a large but underpenetrated market opportunity

9

SME Lending | A large underserved opportunity

10

With most SMEs depending on either self financing or informal channels

India lags behind other emerging markets when it comes to credit access for MSMEs

237

616

FY17 FY23P

Expected to become a USD 600+ Bn market

US$ Bn

The SME financing opportunity is large

CAGR 17%

14% 14% 16% 16% 18%

30% 31%

India Mexico Malaysia Russia Argentina Brazil Poland

% of MSMEs that have access to credit

NBFCs have been stepping in to fill the need gap in the market

Fragmented market with very few specialised players

Although MSMEs account for 45% of the Indian Industrial output – the segment has been starved for

capital from formal sources

Private banks

PSU banks

NBFC

Diversified geographical presence and more specialized assessment ability provide NBFCs the

competitive advantage

Private banks

PSU banks

NBFC

FY18 FY16

Category 1

SME lending market share

IndiaBulls LIC HF DHFL Shriram City Union

HDFC Cholamandalam Bajaj Finance Capital First

PNB HF Others

Market dominated by large LAP providers and diversified NBFCs – Absence of players with specialized focus on the

SME segment

Debt - Formal Sources

Self - Equity

Own Savings

Family Business

Family Savings

0%

20%

40%

60%

80%

100%

120%

Category 1

Source of SME financing

70% of the market is still funded through the equity of the owner/family

Experienced management team with a strong track record of execution

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Reputed founder backed by marquee private equity funds

After 26 years of working with large corporates, Mr. Nath decided to embark on his entrepreneurship journey by acquiring control of a listed NBFC - Chokhani Securities Limited

As the Group CEO of Religare from 2010, he had led the entire integrated financial services business of the group - SME focused lending, Retail Broking, Life Insurance, Health Insurance, Mutual Funds, Capital Markets, Investment Banking and Asset Management

Some of his marquee achievements include successfully leading the IPO process for Religare in 2007, establishing new businesses as well as stitching successful joint ventures and partnerships together with global financial services firms

Mr. Nath is a qualified lawyer and a University Rank holder from the Banaras Hindu University (India)

Shachindra Nath Executive Chairman and Managing Director

Key Investors

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Over 25 years of experience across BFSI, Consumer, Telecom and Healthcare

Was the President & CBO of Religare Finvest where he managed an AUM of INR 18,000 Cr and 1,500+ employees

Alumnus of Kellogg, XLRI and HAYS Group Previously worked with

Over 20 years of experience in underwriting, credit policy review, business risk management and portfolio management

Over INR 20,000 Cr of book underwritten Chartered Accountant from ICAI, ICWA, Company Secretary Previously worked with

Over 19 years of experience in product & strategy, P&L management, business planning, and portfolio management

Over INR 12,000 Cr of AUM handled BE from Thapar Institute and PGDM from IIM Lucknow Previously worked with

Manish Agarwal - Chief Risk Officer

Abhijit Ghosh - Chief Executive Officer

Anuj Pandey - Chief Operating Officer

Kalpesh Ojha - Chief Financial Officer Over 20 years of experience in treasury, corporate finance and

fund raising Was the ED and CFO of Aspire Home Finance Chartered Accountant from ICAI and Masters in Financial

Management from JBIMS Previously worked with

Over 25 years of experience in managing large sales & distribution setups, portfolio review and collection management

Over INR 8,000 Cr of AUM handled BE from Sastra University Previously worked with

Rajni Khurana - Chief Human Res. Officer Over 18 years of experience in human resources management,

performance and talent development, employee engagement Masters Degree in Human Resource Management Previously worked with

J Sathiayan - Chief Business Officer

Management Team

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Clearly defined and differentiated execution road-map

14

Specialization is key to success in the SME lending space

Credit & Portfolio

Greater homogeneity leading to better understanding of risk

Deep understanding of the ecosystem and hence cash flows, funding needs and risks

Ability to leverage data from public sources

Ability to assess macro-environment to build early warning systems

Distribution

Build proprietary, differentiated and customized distribution channel

Better selection/appraisal of the distribution channel due to the dedicated focus

Understanding of customer needs which helps in ecosystem based lending strategies

How specialization helps

Difficult to understand businesses/cash flows

Fragmented set of customers

High dependence on the ecosystem

Lack of data

Challenges in lending to the SME segment

High cost of customer acquisition

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?

Product

Create broader, more customer centric product offerings

Ability to design products that have EMIs, tenors, collateral customized to the customer business and cash flows

Ability to build and sell customized third party products like insurance

Sector Selection

Top 8 Sectors

Future business prospectus

Size of lending opportunity

Relative competition

lending

Impact of regulatory developments

180+ Sectors

20 Sectors

Interest coverage

Asset Turnover

ratio

Demand supply gap & cyclicality in

demand

Impact of change in

technology

Working Capital Cycle

Revenue Growth

EBITDA Margins

Upgrade & downgrade

ratio

Median rating

Gearing

Sector specific government

policy

Environmental issues

Input risk

Criteria

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Criteria

An 18 month process involving extensive study of macro and micro economic parameters carried out in conjunction with market experts like CRISIL

Shortlisted Sectors

Unlike most NBFCs that have a negative sector list, U Gro will have a positive list of sectors that we will lend to

Even within these sectors, U Gro has selected 38 sub-sectors on which to focus

Ratified by

These 8 sectors constitute ~50% of the overall lending market

— Validated independently by CRIF, CRISIL and the company distribution team

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Large lending opportunity

Lower impact of regulatory changes

Secular consumption driven growth

Low Geographical concentration

Relatively lesser competition from

banks

Top 8 Sectors

Healthcare

Education

Chemicals

Food processing/

FMCG

Hospitality

Electrical equipment

and components

Auto components

Light engineering

Product Approach

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Product Offerings

Secured Loans

Ticket Size: INR 50 lakhs to 5 Cr

Interest rate: 10.5% to 12%

Tenor: 8 to 12 Years

LTV: Up to 80%

Unsecured Loans

Ticket Size: INR 10 to 50 lakhs

Interest rate: 16% to 19%

Tenor: Up to 3 years

LTV: NA

Supply chain financing

Ticket Size: INR 3 to 30 lakhs

Interest rate: 13% to 15%

Tenor: 8 to 36 Months

LTV: NA

To create sub-sector specific products by modulating the following attributes to meet customer requirements…

Cash Flow Matching

Collateral

Loan Amount

Tenor

Assessment Parameters

Lower TAT

Moving beyond conventional products…

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Illustrative Examples

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Combination of property, fees receivable

Based on our sectoral capabilities, we would deliver customized solutions, faster TAT, better yields through a combination of higher loan to value and

exposure limits, vis-à-vis being a pure play LAP focused lender

Sector Sub-sector Products (basis cash flow) Collateral

Hospitals

General Practitioners/ Diagnostic labs

Medical Devices

Term loan for capacity expansion/upgradation. Medical equipment financing

Working capital term loans

Receivables discounting, supplier chain finance, working capital loan

Equipment financing, working capital loan

Combination of property (business + personal), inventory, receivables

Healthcare

Education

Auto components

+2/Degree College

Schools - K12

Vocational Institutes

Term loan for capacity expansion, working capital loan

Primarily working capital loan

Term loan for capacity expansion, working capital loan

Auto components

Auto dealers

Auto shop traders

Receivable discounting, supply chain finance, term loan, working capital

Primarily working capital

Primarily work capital loan, working capital term loan

Combination of property, inventory, cash flows

Number of patients per day, Doctors’ experience, Bed capacity, Share of IPD

revenues

Area covered, Client concentration, Length of relationships with customers

Vintage of practice, Quality of equipment, Degree of practitioner

Growth in student enrolment, Annual increase in fees, Number of students

Number of branches, premises owned or leased, Increase in salaries

Promoter's experience, Number of existing branches, Type of locality

Ability to pass on price hikes, Average credit period, Discounts offered

Location of the entity, type of dealer (distributor, stockiest)

Assessment Parameters

Area covered, turnaround time, proportion of slow moving inventory

Distribution Approach

21

Client Acquisition Strategy

22

Co-lending with NBFCs

Industry Partnerships

Digital Channels

Branch Sales Team Leverage branch sales teams for customer acquisition through outreach/ walk-ins; support with technology

Build targeted sales force with sector / segment experience and community understanding to ensure deep knowledge of customers

Develop partnerships in prioritized segments with key participants e.g. sector specific lenders, industry bodies

E.g. Anchor led supply chain financing, partnerships with equipment suppliers

Develop strong relationships with DSAs and DSA aggregators operating in target segments/ geographies

Driven by competitive commissions/ sales contests, faster processing, better experience, etc.

Partner with specialized NBFCs in order to co-lend with the partner

E.g. Partnerships with NBFC specializing in K12 lending

Leverage third party digital origination platforms for lead sourcing, if available in specific segments

Create own digital channels – to acquire directly and as a support to own sales force

E.g. Partnerships with loan aggregation platforms

Channels Role

Direct Sales Agents

Channels Role

Trad

itio

nal

Ch

ann

els

New

Ch

ann

els

Evolution of the U Gro

distribution network

Distribution Network

Locations identified through extensive analysis of portfolio and SME cluster performance

Delhi

Jaipur

Hyderabad

Bangalore

Ahmedabad

Kolkata

Mumbai

Chennai

Head Office

Branch Office

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Analytics led pre-qualification basis data available from partner platform

Upfront application of underwriting rules using data-driven indicators

Partner-led customer campaign with pre-populated eligibility amount/ rates

Personal discussion by credit manager to be done before disbursal

Rigorous DSA Selection Criteria

An initial list of 130+ channel partners arrived at post rigorous vetting of 1,200+ DSAs

Selection criteria

‐ Minimum three year track-record

‐ Infrastructure Readiness

‐ Portfolio performance: Bounce rate, NPAs

DSAs selected have a track-record of acquiring INR 5,000+ Cr on a monthly basis

An onboarding fee charged from each channel partner – A first in the industry

Partnerships to boost productivity of sales team

Phase I - Locations

Credit Appraisal and Portfolio Approach

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Parameters Factors Factor weightage

Financial Risk

Increase In ATNW in last 2 years 2%

EBITDA margin for the last audited year 4%

Current Ratio 10%

TOL/ATNW 5%

Inventory + Debtor Turnover Period 3%

Total Debt to NCA 3%

Interest Coverage 3%

Management Risk

Promoter property profile / Net worth 12%

Promoter Bureau 5%

Business Vintage in the same line of business 3%

Transaction History

Number of business loans taken 10%

Credit summation as percent of TO 6%

Average limit utilization in last 6 months 6%

Interest servicing for last 6 months 8%

Overdrawing in OD/CC Account 5%

Inward cheque return due to financial reasons 5%

Business Risk Supplier concentration 6%

Buyer concentration 4%

Credit Scoring Model – Currently being used by NBFCs / banks

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Financial Risk 30%

Management Risk 20%

Transaction History

40%

Business Risk 10%

Parameter Weights

Generic template for all companies within the SME space | Focus only on financial parameters

Credit Appraisal Process

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Statistical Score-cards +

Policy

~8 segment specific statistical scorecards

Sourcing Channel

Sourcing through a mix of channel partners and own staff

AI based OCR software Channel partners with

direct LOS integration

Pre-defined Criteria Met?

~Sub-sector specific PD templates

Onward processing towards disbursal

Loan Approved Pre-approval checks Quarterly

Monitoring

Feedback Loop

Expert Scorecards

Defined ticket size, sectors, turn-over

Geographical location Borrowing history

~30 sub-segment specific

scorecards

Legal verification Fraud Control Unit Check Field Investigation Valuation

Criteria 1,000+ Parameters evaluated

20+ Data Sources

Data Enrichment

In principal approval in 60

mins

Final approval in 48 to 72 hours

File Flow For A Secured Loan

Expert Scorecards

Parameters Factors Case A Case B Case C

Facility related

Vintage of the entity 20% 15% 10%

Doctors’ Experience 20% 15% 10%

Arrangement with pharmacy unit 30% 30% 40%

NAHB accreditation 30% 40% 40%

Operational

Share of IPD revenues in overall nursing home revenue 15% 20% 20%

Share of insurances cases in overall IPD admissions 15% 20% 20%

Share of government empanelled cases in overall insurance admissions

10% 10% 10%

Occupancy rate 30% 20% 20%

Revenue per occupied bed 30% 30% 30%

Financial

Operating margins 15% 15% 15%

Return on Capital Employed 20% 20% 20%

Interest coverage 30% 30% 30%

Asset turnover ratio 20% 20% 20%

Receivable days 15% 15% 15%

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Facility 40%

Operational 40%

Financial 20%

Case A: Less than 20 bedded nursing home

Facility 30%

Operational 30%

Financial 40%

Case B: 20-50 bedded nursing home

Facility 20%

Operational 20%

Financial 60%

Case C: 50-100 bedded nursing home

Sector: Healthcare Sub Sector: Nursing Homes

Combination of operating parameters specific to the sector and financial parameters

Scorecards developed in consultation with CRISIL market experts combining market research with CRISIL’s in-house rating knowledge

Methodology

— Scorecards based on 1,000+ personal interviews across 9 locations, collecting responses for over 50+ curated questions for each sub-sector

Statistical Scorecards by CRIF

Illustration of scorecard benefit: Default rate across score ranges Visible reduction in residual default rates after removing bottom 20%

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3.45%

1.23%

0.75% 0.56%

0.40% 0.45% 0.26%

0.12% 0.08% 0.00%

718 751 798 823 846 871 907 980 1341 1500

Scorecards developed in consultation with CRIF basis 80,00,000 loans in the bureau database basis borrowing behavior

Loan base selected on ‘look-alike’ basis to resemble target segments after filtering out known negative segments with high default rates

Analyzed ~ 1.43L loans and more than 850 parameters

Prediction of default using logistic regression method, validated statistically – GINI coefficient: 60%+, KS statistic score: 45%+

Score able to eliminate ~70% of ‘bads’ by rejecting 20% of population

‘Bad rates’ across intervals

0.24%

0.44%

0.15%

0.60%

0.34%

0.28%

0.16%

0.18%

0.74%

1.20%

0.49%

1.23%

0.85%

0.76%

0.90%

0.56%

Light engineering

Food processing

Electrical equipments

Hospitality

Education

Auto parts

Chemicals

HealthcareSegment overall default rate

Bad rate post removing bottom 20%

Auto Components

Electrical equipment

Strong Risk Management Framework

Asset Liability Management

Liquidity equivalent to 6 months of liability and 2 months of advances to be maintained at all times

The one year bucket mis-match will be positive or equivalent to zero

Asset strategy influenced by liability strategy

Fraud Risk

Background/Fraud checks on all outsourcing partners, agencies and employees before onboarding

Seeding checks conducted regularly

Operational Risk

Standard operating procedures defined for all processes

End-to-end automation of processes to limit manual intervention

PORTFOLIO LEVEL RISK ENTERPRISE LEVEL RISK

Appraisal

Policies and deviations are standardized

Completely automated CAM to prevent manual errors and ensure quality/shorter TATs

Data pulling from source through APIs mitigating fraud

FCU Checks

An independent team with deep market expertise

Partnerships with multiple FCU agencies and Hunter

Property appraisal

Collateral specialist hired

2 valuation agencies appointed for loan disbursal > INR 1 crore

FI verification

Personal visits by employees

Geo-tagging of customer location

End-to-end automation of FI initiation and completion

Early warning systems

Automated, analytics led, early warning systems basis proprietary rules framework incorporating social, sector and macro-economic feeds

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Technology

30

Hybrid Lending Model

Traditional – Fin-Touch Alternative – Fin-Tech

Adopting a hybrid model comprising best practices of

traditional lenders and modern fin-tech companies

Traditional credit assessment models like CIBIL scores

Alternate credit assessment models leveraging analytics + publicly available data

Physical processes such as visits to customers Leverage technology to automate processes

thus reducing manual errors

Focus on collateral driven lending Unsecured credit solutions

Limited to term loans Variety in loan products

Fin-Touch + Fin-Tech

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Technology to complement traditional ‘touch and feel’ across the value chain

32 32

Sourcing Partnerships with traditional/digital

marketplaces to create customized offerings Intuitive client and partner UI to

streamline onboarding DSA integration into U Gro’s LOS

Verification and Disbursal Online process to augment traditional fraud

control process Collateral management team in place before start

of business

Collection and Recovery Collection and litigation team already in place Analytics led predictive collection model to

optimize efficiency of field collection Bucket-wise collection strategy

Underwriting End-to-end paperless journey with touch and

feel checks API integrations to pull credit bureau, financials,

social, legal and other relevant data Statistically validated automated credit models

through a bureau partnership Expert judgement based sub-sector specific

score-cards

Portfolio Monitoring Automated, analytics led, early warning

systems basis proprietary rules framework incorporating social, sector, macro-economic feeds

Quarterly visits by team members for account review

Yearly review of financials

In-principal Loan Approval

60 mins

API Integrations

40+ Parameters assessed

1,000+

‘The Missing Link’

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Liability Strategy

Focus on building the ‘right’ book

Partner with ratings agencies from start to create the right quality of asset book

‐ Build a diversified granular book

‐ Start with a primarily secured book and slowly build the unsecured part. Unsecured book to not exceed 20% of the overall book.

Specialized source of funding

Access funding from new sources of funding such as multilateral agencies (IFC), impact funds, development banks (SIDBI), etc. - Engage and understand the specific needs/development agenda of such multilateral agencies. Identify and construct part of

the loan portfolio which is attractive to such lenders

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Diversify Provider Base

From Year 2, we will start leveraging our strong capital base and high quality, secured book to open credit lines from all forms of conventional liability sources

Diverse liability mix to include – all major banks, debentures, capital market and insurance companies Over a time period, increase the credit line exposure from existing providers

Target to reach a D/E of 5x and cost of borrowing of

8.5% by FY23

| Build loan book starting from high equity/low leverage to higher leverage over a period of time | Achieve low cost of borrowing basis high credit rating over a period of time |

Well-capitalized NBFC with a proven track-record of raising capital from diverse sources

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Shareholding Structure

# Outstanding Shares (as on 30th November, 2018) 1,98,43,110

Add: Dilutive Instruments

Compulsorily Convertible Instruments 3,11,62,792

Warrants 87,83,785

Total Outstanding Shares (Fully Diluted Basis) 5,97,89,687

Add: Total number of shares to be issued post demerger 1,35,65,892

Total Shares (Fully Diluted Basis) 7,33,55,579

Calculation of Outstanding Shares Shareholding Pattern (Fully Diluted Basis, Post the demerger)

INR 37 Cr Initial Capital in the acquired company

INR 611 Cr Capital raised through

shares/CCPS/CCDs

INR 175 Cr Capital to be raised

through the demerger

INR 953 Cr Overall Capital

Infused

INR 130 Cr Capital raised through issuance of warrants

Promoters 4%

NewQuest 21%

ADV Partners 21%

PAG 18%

Samena 16%

IndGrowth 5%

Others 15%

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Initial fund raise from large PE funds, public market, insurance firms, family offices and HNIs

Strong governance mechanisms in place to ensure ‘sustainable’ growth

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Board of Directors

Name Designation Description

Shachindra Nath Executive Chairman & MD Over 26 years of experience across lending, insurance and asset management Qualified lawyer and a University Rank holder from the Banaras Hindu University (India)

Abhijit Ghosh Chief Executive Officer & Director Over 25 years of experience across BFSI, Consumer, Telecom and healthcare Alumnus of Kellogg, XLRI and HAYS Group

Satyananda Mishra Independent Director, Head of the CSR Committee

Ex –Chairman of MCX and the Chief Information Commissioner of India Over 40 years with the Indian Administrative Services (Batch of 1973)

Rajeev K. Agarwal Independent Director, Head of the Stakeholders Committee

Ex-Whole time member of the SEBI Over 30 years of with experience with SEBI, FMC and Indian Revenue Service (Batch of 1983)

NK Maini Independent Director, Head of the Risk Management Committee

Ex-Deputy Managing Director of SIDBI Over 38 years with experience in prestigious organizations like SIDBI, UCO Bank and IDBI

Abhijit Sen Independent Director, Head of the Audit Committee

Ex-CFO of Citi, Indian sub-continent Over 20 years of experience in corporate treasury, financial planning, product control and tax

Ranjana Agarwal Independent Director, Head of the Nomination & Remunerations Committee

Ex-Senior Partner, Deloitte Over 30 years of experience in audit, tax, risk assurance and due diligence

S. Karuppasamy Independent Director, Head of the Compliance Committee

Ex-Executive Director of Reserve Bank of India Over 40 years of experience with the RBI across various departments

Chetan Gupta Non-executive Director Vice President, Samena Capital Over 15 years of experience in private equity and equity research

Amit Gupta Non-executive Director Founding Partner, NewQuest Capital Partners Over 20 years of industry experience across investment banking and PE

Manoj Sehrawat Non-executive Director Founding Partner, ADV Partners Over 22 years of experience in PE, distress debt acquisition and resolution, and restructurings

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Represents an independent director

Corporate Governance Measures

❶ Board run, listed company: Board run company incorporating the best practices of a PE owned and listed company governance frameworks

❷ Corporate Governance Code: The U Gro Corporate governance code that captures best practices is enshrined into the Articles of Association

Board:

Independent directors to comprise more than half of the Board (Currently 6 of 11 members are independent)

Any shareholder holding more than 10% in the company to qualify for a board seat

Key committees like NRC, Audit, Risk Management to be headed by an independent member with required credentials

Auditors: Mandatory requirement for a Big 4 firm to be appointed as the statutory and internal auditors

Deloitte appointed as the statutory auditor and PWC appointed as the internal auditor

❸ Organization Structure:

Strategy driving structure Unlike other NBFC start-ups, all key positions have been filled with senior individuals with more than 20 years of

relevant experience

Collections head, collateral specialist, policy head appointed on day one

Clear line of separation between risk/credit and the business teams to ensure independence of the risk/credit function

❹ Processes and policies: Systems and processes in place to ensure checks and balances

Any loan disbursed by the Company exceeding 1% of the net worth or to a related party to require the unanimous approval of the Asset –

Liability Committee and be subject to the approval of the Board

SOPs for all critical processes, board approved credit authority delegation matrix and deviations from policy to need C-level approval

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Disclaimer

U Gro Capital Ltd Disclaimer:

The information contained in this presentation is only current as of its date. All actions and statements made herein or otherwise shall be subject to the applicable laws and regulations as amended from time to time. There is no representation that all information relating to the context has been taken care off in the presentation and neither we undertake any obligation as to the regular updating of the information as a result of new information, future events or otherwise. We will accept no liability whatsoever for any loss arising directly or indirectly from the use of, reliance of any information contained in this presentation or for any omission of the information. The information shall not be distributed or used by any person or entity in any jurisdiction or countries were such distribution or use would be contrary to the applicable laws or Regulations. It is advised that prior to acting upon this presentation independent consultation / advise may be obtained and necessary due diligence, investigation etc. may be done at your end. You may also contact us directly for any questions or clarifications at our end. This presentation contain certain statements of future expectations and other forward-looking statements, including those relating to our general business plans and strategy, our future financial condition and growth prospects, and future developments in our industry and our competitive and regulatory environment. In addition to statements which are forward looking by reason of context, the words ‘may, will, should, expects, plans, intends, anticipates, believes, estimates, predicts, potential or continue and similar expressions identify forward looking statements. Actual results, performances or events may differ materially from these forward-looking statements including the plans, objectives, expectations, estimates and intentions expressed in forward looking statements due to a number of factors, including without limitation future changes or developments in our business, our competitive environment, telecommunications technology and application, and political, economic, legal and social conditions in India. It is cautioned that the foregoing list is not exhaustive This presentation is not being used in connection with any invitation of an offer or an offer of securities and should not be used as a basis for any investment decision

Valorem Advisors Disclaimer:

Valorem Advisors is an Independent Investor Relations Management Service company. This Presentation has been prepared by Valorem Advisors based on information and data which the Company considers reliable, but Valorem Advisors and the Company makes no representation or warranty, express or implied, whatsoever, and no reliance shall be placed on, the truth, accuracy, completeness, fairness and reasonableness of the contents of this Presentation. This Presentation may not be all inclusive and may not contain all of the information that you may consider material. Any liability in respect of the contents of, or any omission from, this Presentation is expressly excluded. Valorem Advisors also hereby certifies that the directors or employees of Valorem Advisors do not own any stock in personal or company capacity of the Company under review.

For further details, please feel free to contact our Investor Relations Representatives:

Mr. Anuj Sonpal Valorem Advisors Tel: +91-22-4903 9500 Email: ugro@valoremadvisors.com

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