Subsequently, on November 25, 2020, Baskar Babu Ramachandran entered into an amended and restated facility
agreement and consequential amendments to other related agreements (collectively, the “Amended and Restated
Agreements”) jointly with KVL and Avendus Finance Private Limited (“Avendus”), which is also one of the
Shareholders of the Bank, since it acquired Equity Shares of the Bank by way of a secondary transfer on November
13, 2020. Pursuant to the Amended and Restated Agreements, the right to exercise Call Option by KVL with
respect to 3,50,000 Equity Shares is amended such that (i) KVL or its successors, transferees, novatees, nominees
and/ or assigns, have the right to exercise Call Option over 2,00,000 Equity Shares and Avendus or its successors,
transferees, novatees, nominees and/ or assigns, have the right to exercise Call Option over 1,50,000 Equity Shares.
The Amended and Restated Agreements also provide for personal guarantee (“Deed of Guarantee”) issued by P.
S. Jagdish, one of the Promoters, guaranteeing the obligations of Baskar Babu Ramachandran, in favour of KVL
and Avendus. Pursuant to the execution of the Deed of Guarantee between P. S. Jagdish, Baskar Babu
Ramachandran, Universal Trusteeship Services Limited, Kiran Vyapar Limited and Avendus Finance Private
Limited, the Put Option by KVL has been rescinded and the Put Option Agreement dated December 24, 2019 has
been terminated.

Further, the Call Option and the arrangement stipulated under the above mentioned agreement shall be subject to
compliance with the relevant applicable SEBI Regulations.

One of our Promoters, Baskar Babu Ramachandran has entered into a facility agreement dated March 1, 2021 (the
“Facility Agreement’) with Placid Limited (“Placid”), for a secured structured finance facility aggregating to =
565.20 million (“Facility”) to enable Baskar Babu Ramachandran to subscribe to 3,140,000 Equity shares of our
Bank at the price of = 180 per Equity Share of our Bank.

Pursuant to the Facility Agreement, 3,140,000 Equity Shares held by Baskar Babu Ramachandran have been
pledged with Placid (the “Pledged Shares”). In terms of the Facility Agreement, Placid is entitled to receive
assured internal rate of return of 24% over the facility amount including any amount incurred by Placid from time
to time excluding default interest or any available returns including equity upside or other amounts (“Assured
IRR”). Further, Placid is also entitled to receive equity upside (“Equity Upside”) which is defined in the Facility
Agreement to mean the positive difference between (i) amounts received at the time of sale of Pledged Shares and
any accretions received from the Pledged Shares, including by way of dividend or rights/ entitlements (if any) and
other benefits from time to time, and (ii) the Facility amount. The difference shall further be reduced by the
Assured IRR.

In relation to repayment of the Facility, the Facility Agreement provides that subject to lock-in requirements under
Regulation 16 (b) of the SEBI ICDR Regulations, (i) Placid may require Baskar Babu Ramachandran to repay the
Facility in full or in part, together with Assured IRR and Equity Upside in terms of the Facility Agreement and
any and all other amounts outstanding under the Facility on any date after the expiry of 12 months from the first
utilisation date (i.e., March 1, 2021); or (ii) any date falling after expiry of 18 months from the first utilisation
date, if the settlement price per Equity Share of our Bank is above % 300; or any time after the expiry of 36 months
from the first utilisation date, Baskar Babu Ramachandran may repay the Facility, in full or in part together with
Assured IRR and Equity Upside in terms of the Facility Agreement and any and all other amounts outstanding
under the Facility.

At the time of repayment, the proceeds received from the sale of Pledged Shares shall be distributed in the
following order of priority (a) to repay the outstanding amount under the Facility and the Assured IRR; and
subsequently (b) towards the Equity Upside.

In accordance with the Facility Agreement, Baskar Babu Ramachandran has agreed and undertaken that the Equity
Upside (if available) shall be distributed in the following manner:

i. in the event the price at which the Pledged Shares are sold is up to = 500 per Pledged Share, the equity upside
shall be distributed between Baskar Babu Ramachandran and Placid in the ratio of 1:1; and

ii. in the event the price at which the Pledged Shares are sold is exceeding = 500 per Pledged Share, the equity
upside shall be distributed between Baskar Babu Ramachandran and Placid in the ratio of 3:2.

The Facility Agreement provides that the manner of distribution of the Equity Upside in (i) and (ii) above shall be

such that the equity upside of first = 60 per Pledged Share (after providing for Assured IRR) shall be appropriated
towards Baskar Babu Ramachandran’s share of the Equity Upside.

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