BSR &Co. LLP Chartered Accountants ‘5th Floor, Lodha Excelus, Telephone +81 (22) 4348 5300 ‘Apollo Mils Compound Fax #81 (22) 4345 5399 1N-0f, Joshi Marg, Mahataxmt Mumbsi-400 07 India Certified True Copy For CAPITAL FIRST LIM} ‘The Board of Directors Capital First Limited 10th Floor, Tower-2A & 2B ‘One Indiabulls Centre Senapati Bapat Marg Lower Parel (W) Mumbai 400 013 Head - Legal, Compliance & Company Secrelay 13 January 2018 Dear Sirs Independent Auditor’s Certificate on uon-applicability of conditions under Paragraph I(A)(9) of Annexure I of the circular dated 10 March 2017 issued by the Securities and Exchange Board of India (the “SEBI”), bearing reference no, CFD/DIL3/CIR/2017/21, as amended from time to time 1. This certificate is issued in accordance with the terms of our engagement letter dated 27 September 2017. 2. The accompanying undertaking approved by the Board of Directors of Capital First Limited (the “Company”) at its meeting held on 13 January 2018 (the “Undertaking”) stating the reasons for non-applicablity of requirements under Paragraph 1(A)(9)(b) of Annexure I of the circular dated 10 March 2017 issued by the SEBI, bearing reference no. CFD/DIL3/CIR/2017/21, as amended from time to time (hereinafter referred to as the “Circular”, has been prepared by management of the Company pursuant to the requirements of Paragraph (A)(X() of Annexure I of the Circular in connection with its proposed scheme of amalgamation between and amongst IDFC Bank Limited (the “Amalgemated Company”) and the Company, Capital First Home Finance Limited and Capital First Securities Limited and their respective sharebolters and creditors (hereinafter referred to as the “Scheme”) in terms of the provisions of Section 230 to Section 232 of the Companies Act, 2013 (the “Act”) and other relevant provisions of the Act. We have initialed the Undertaking for identification purpose only. ‘Management's responsibility 3. The preparation of the Undertaking is the responsibility of management of the Company including the creation end maintenance of all aecounting and other records supporting the contents of the Scheme, This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the Undertaking. BSR eloped enn Redeans tee: Fegan fe 8 rare ne efor toate Sens DenaceuMeumiedLociyranraskp Apts therCarpoune ‘en UPaepeton ta ABTS) Nir ae oerBSR&Co.LLP Capital First Limited 13 January 2018 Page 2 of 2 Auditor's responsibility 5; Pursuant to the Circular, it is our responsibility to examine the Scheme and form an opinion Whether the requirements in Paragraph I(AY9X(b) of Annexure I of the Circular asset out in ‘the Undertaking are applicable to the Scheme. We conducted our examination in accordance with the Guidance Note on Reports or Certificates for Special Purposes (Revised 2016) (the “Guidance Note”) issued by the Institute of Chartered Accountants of India (the “ICAJ"), in so far as applicable for the purpose of this certificate. The Guidance Note requires that we comply with the ethical requirements of the Code of Fthies issued by the ICAI. Further, our examination did not extend to any other parts and aspects ofa legal or proprietary nature in the proposed sche We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that perform Audits and Reviews of Historical Financial Information and Other Assurance and Related Services Engagements, Opinion Based on our examination and according to the information and explanations given to us, in ‘our opinion, the requirements of Paragraph I(A)(9Xb) of Annexure I of the Circular as set out {in the Undertaking are not applicable (o the Scheme. Restriction on use 9, ‘This certificate has been issued at the request of the Board of Directors of the Company solely in connection with the requirements of Paragraph I(AY(\(c) of Annexure I of the Circular and for onward submission to the BSE and the NSE and should not be used by any other person or for any other purpose. Accordingly, our certificate should not be quoted or referred to in any ‘other document or made available to any other person or persons without our prior written ‘consent, Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this certificate is shown or into whose hands it may come without our prior consent in writing. For BSR & Co LLP Chartered Accountants Firm’s Registration No: 101248W/W-100022 Manoj Kumar Vi Partner Membership No: 046882fo CAPITAL FIRST UNDERTAKING IN RELATION TO THE NON APPLICABILITY OF PARAGRAPH 1(A)(9)(b) OF ANNEXURE | OF THE CIRCULAR MARCH 10, 2017 ISSUED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA, BEARING REFERENCE NO. CFD/DIL3/CIR/2017/21, AS AMENDED FROM TIME TO TIME This is with reference to the proposed composite scheme of amalgamation of Capital First Limited (“Amalgamating Company 1”), its wholly owned subsidiaries namely, Capital First Home Finance Limited (“Amalgamating Company 2") and Capital First Securities Limited (“Amalgamating Company 3”) (collectively to be referred as "Wholly Owned Subsidiaries”), with IDFC Bank ("Amalgamated Company”) and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (‘Scheme”) We refer to Paragraph i(A)(9)(b) of Annexure | of the circular dated March 10, 2017 issued by the Securities and Exchange Board of India (“SEBI"), bearing reference no, ‘CFD/DIL3/CIR/2017/21, 2s amended from time to time ("SEBI Circular”), which states that if a scheme of arrangement falls within the scenarios contemplated under Paragraphs WA)(9)(b){i) of Annexure | to I{A)(2{b}(v) of Annexure | of the SEBI Circular, the scheme of arrangement shall only be acted upon if the votes cast by the public shareholders in favour of the proposal are more than the number of votes cast by the public shareholders against it (“Majority of Minority Requirement”), The Company hereby undertakes and states that the Majority of Minority Requirements as contemplated in Paragraph ((A)(9)(b) of Annexure | of the SEBI Circular is not applicable as the transaction contemplated under the Scheme does not fall within the scenarios contemplated under Paragraphs I(A}(9)(b)(i) of Annexure | to 1(A)(9)(b](v) of Annexure | of the SEBI Circular, for the following reasons: All capitalized terms used but not defined in this undertaking shall have the same meanings assigned to them under the SEBI Circuler. () Paragraph 1{A\(9)(bI() of Annexure | of the SEB! Circular “Where additional shares have been allotted to Promoter/Promoter Group, Related Parties of Promoter/Promoter Group, Associates of Promoter/Promoter Group, Subsidiary/(s) of Promoter/Promoter Group of the listed entity.” Reason for non-applicability \'a}\ As per the Scheme, all shareholders of the Amalgamating Company 1 shall’ bet: allotted shares in the Amalgamated Company in accordance with the eee or, Senapati B alliiy (ii) _a) The Scheme contempiates (i) merger of the Amalgamating Company 1th =¥ CAPITAL CEs allotted by the Amalgamated Company to the Promoter/Promoter Group, Related Parties of Promoter/Promoter Group, Associates of Promoter/Promoter Group, Subsidiary/(s) of Promoter/Promoter Group of the Amalgamating Company 1 or the Amalgamated Company. b) Accordingly, the transaction to be undertaken pursuant to the Scheme does not fall within the scenario contemplated under Paragraph I(A)(9)(b)(I) of Annexure | of the SEBI Circular. Paragraph IA) i) of Annexure | of the SEBI Circular “Where the Scheme of Arrangement involves the listed entity and any other entity Involving Promoter/Promoter Group, Related Parties of Promoter/Promoter Group, Associates of Promoter/Promoter Group, Subsidiary/(s) of Promoter/Prututer Group.” Reason for non-applicability a) The Scheme involves the Amelgamating Company 1, the Wholly Owned Subsidiaries and the Amalgamated Company. The Amalgamated Company, into which the Amalgamating Company 1 and the Wholly Owned Subsidiaries are merging, is not an entity within the Promoter/Promoter Group, Related Parties of Promoter/Promoter Group, Associates of Promoter/Promoter Group, Subsidiary/{s) of Promoter/Promoter Group of the Amalgamating Company 1 or the Wholly Owned Subsidiaries. b) Accordingly, the transaction to be undertaken pursuant to the Scheme does not fall within the scenario contemplated under Paragraph I(A)(9)(b){i) of Annexure | of the SEB! Circular. Paragraph I(A)(9)(b)(ii) of Annexure | of the SEBI Circular “Where the parent listed entity, has acquired, either directly or indirectly, the equity shares of the subsidiary from any of the shareholders of the subsidiary who may be Promote:/Promater Group, Related Parties of Promoter/Promoter Group, Associates of Promoter/Promoter Group, Subsidiary/(s) of Promoter/Promoter Group of the parent listed entity, and if that subsidiary is being merged with the parent listed entity under the Scheme.” Reason for non-applicability \\Amalgamated Company, and (ii) subsequent merger of the Whollj?’O) ‘Subsidiaries with the Amalgamated Company. h Preis India Peeey Tn "“y CAPITAL ASF FIRST b) Pursuant to the Scheme, the Amalgamated Company will not have acquired shares of the Wholly Owned Subsidiaries from any of the shareholders of the Subsidiaries who may be the Promoter/Promoter Group, Related Parties of Promoter/Promoter Group, Associates of Promoter/Promoter Group, Subsidiary/{s) of Promoter/Promoter Group of the Amalgamated Company. Accordingly, the transaction to be undertaken pursuant to the Scheme does not fall within the scenario contemplated under Paragraph I(A)(9)(b\{ili) of Annexure | Of the SEB! Circular as there can be no shares in the Wholly Owned Subsidiaries that are owned by the Promoter/Promoter Group, Related Parties of Promoter/Promoter Group, Associates of Promoter/Promoter Group, Subsidiary/{s) of Promoter/Promoter Group of the Amalgamated Company. (iv) Paragraph (A)9){b\iv] of Annexure | of the SEBI Circular “Where the scheme Involving on merger of an unlisted entity results in reduction in the voting share of pre-scheme public shareholders of listed entity in the transferee/resulting company by more than 5% of the total capital of the merged entity.” Reason for non-applicability a) The equity shares of both the Amalgamating Company 1 and the Amalgamated Company are listed on the recognized stock exchanges in India. Further, pursuant to the Scheme, the shares held in the Wholly Owned Subsidiaries by the Amalgamating Company 1 (and consequently, by the Amalgamated Company upon the amalgamation of the Amalgamating Company 1 into the Amalgamating Company) shall stand cancelled. Since the Scheme contemplates (i) merger of the Amalgamating Company 1 with the Amalgamated Company (both of which are listed entities), and (Ii) subsequent merger of the Wholly Owned Subsidiaries with the Amalgamated Company (which may be construed as the merger between the parent entity and its wholly owned subsidiaries to which the provisions of the SEB! Gircular are not applicable}, therefore the transaction to be undertaken pursuant to the Scheme does not fall within the scenario contemplated under Paragraph M(A)(9)(0\iv) of Annexure | of the SEBI Circular. (Vv) Paragraph NA)(O}(bl(v) of Annexure | of the SEB! Circular Sy “Where the scheme involves transfer of whole or substantially the whole of the undertaking of the listed entity ond the consideration for such transfer is not in the ‘form of listed equity shares. company in terms of consolidated net worth or consolidated total income diiring yy revious financial year as specified in Section 180(3}(a() of the Companies Aeh.2013"°°7 Senopat are“¥ CAPITAL SF FIRST Reason for non-applicability a) Pursuant to the Scheme, the Amalgamating Company 2 and the Wholly Owned Subsidiaries shall be merged into and with the Amalgamated Company and in consideration thereof, the Amalgamated Company shall issue shares to ail the shareholders of the Amalgemating Company 1 in accordance with the share exchange ratio contemplated under the Scheme. Further, pursuant to the Scheme, the shares held in the Wholly Owned Subsidiaries by the Amalgamating Company 1 (and consequently, by the Amalgamated Company upon the amalgamation of the Amalgamating Company 1 into the Amalgamated Company) shall stand cancelled, b) The Scheme does not involve transfer of whole or substantially the whole of the undertaking of the Amalgamating Company 1, where the consideration for such transfer Is not in the form of listed equity shares. ) Accordingly the transaction to be undertaken pursuant to the Scheme does not fall within the scenario contemplated under Paragraph 1(A)9){b){v) of Annexure | of the SEBI Circular. This undertaking is being issued pursuant to the requirement under Paragraph I(A)(9)(c) of Annexure | of the SEBI Circular. Date: January 13, 2018 Place: Mumbai : Pasregenera Cis CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE BOARD OF DIRECTORS OF CAPITAL FIRST LIMITED AT ITS MEETING HELD ON JANUARY 13, 2018 CONSIDERED AND APPROVED THE DRAFT COMPOSITE SCHEME OF AMALGAMATION AND RELATED DOCUMENTATION INCLUDING RELEVANT PRESENTATIONS, REPORTS, DOCUMENTS AND INFORMATION PLACED BEFORE THE BOARD. “RESOLVED THAT pursuant to the recommendations of the Audit Committee in its report dated January 13, 2018, which the Board takes on record, the consent of the Board, be and hereby accorded to the following documents, duly initialed by the Chairman of the meeting for the purpose of identification, upon examination of the same: (i) the draft composite scheme of amalgamation of the Company, its wholly owned subsidiaries, Capital First Home Finance Limited and Capital First Securities Limited (together, “the Subsidiaries”) with IDFC Bank (“IDFC Bank”) and their respective shareholders and creditors (“Scheme”); (ii) the draft implementation agreement to be executed between the Company and IDFC Bank to provide for the manner of effecting the Proposed Amalgamation (“Implementation Agreement’ }; (iii) the valuation report dated January 13, 2018 issued by Walker Chandiok & Co LLP, chartered accountants; (iv) _ the fairness opinion dated January 13, 2018 from JM Financial Institutional Securities Limited, merchant banker; (v) the certificate dated January 13, 2018 issued by B SR & Co LLP, the statutory auditors of the Company, certifying that the accounting treatment contained in the Scheme is in compliance with all the Accounting Standards specified by the Central Government under the Companies Act, 2013 read with the rules framed thereunder or the accounting standards issued by the Institute of Chartered Accountants of India, as applicable, and other generally accented accounting principles; (vi) the draft of the management undertaking to be issued by the Company in relation to the non-applicability of paragraph |.A.9(b) of Annexure | of the Securities and Exchange Board of India ("SEBI"} Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 as amended by Circular No. CFD/DIL3/CIR/2018/2 dated January 3, 2018 and any other circulars issued from time to time ("SEBI Circular”) (vil) draft of the certification to be issued by B S R & Co LLP , the statutory auditors of the Company, in relation to the non-applicability of paragraph 1.A.9(b) of Annexure | of the SEBI Circular; and Capital First Limited oe ne 3 India. Seema ey 4042 3400, F: +91 ProtestsCAPITAL LF FIRST (viii) other relevant presentations, reports, documents and information placed before the Board. RESOLVED FURTHER THAT pursuant to the provisions of Section 230-232 of the Companies Act, 2013 and the rules made thereunder and other applicable provisions, if any, or any other law for the time being in force, (including any statutory modifications or re-enactments thereof) and such other applicable rules, regulations, guidelines, and circulars issued by the respective regulatory authorities thereunder, or by any other regulatory authority from time to time, and. in accordance with and subject to the applicable provisions of the Memorandum of Association and Articles of Association of the Company for the time being in force, and subject to the approval of the shareholders and the creditors of the Company, Reserve Bank of India (“RBI”), National Stock Exchange of India Limited and BSE Limited (“Stock Exchanges”), SEBI and the Competition Commission of India (“CCI”), National Housing Bank (“NHB”), and, subject to the approval of the National Company Law Tribunal bench at Mumbai (“NCLT”) and other regulatory authorities, if any, in each case as may be required under applicable law and subject to conditions and modifications as may be permitted therein or as prescribed or imposed by the aforesaid regulatory authorities while granting such approvals and sanctions, as the case may be, the approval of the Board is hereby accorded to the Scheme, which inter alia contemplates the following (“Proposed Amalgamation”): (i) Amalgamation of the Company and the Subsidiaries with IDFC Bank in accordance with Section 2(18) of the Income fax Act, 1961, and the dissolution without winding up of the Company and the Subsidiaries with effect from April 1, 2018 or such other date as may be mutually agreed between the Company, the Subsidiaries and IDFC Bank (“Appointed Date”); (ii) Issuance of equity shares by IDFC Bank to the shareholders of the Company, based on the share exchange ratio recommended by the valuers; (iii) Transfer of authorised share capital of the Company and Subsidiaries to IDFC Bank and cancellation of the securities held by IDFC Bank in the Subsidiaries consequent upon the Proposed Amalgamation; and (iv) The grant of stock options by IDFC Bank to the employees of the Company and the Subsidiaries in lieu of the outstanding employee stock options of the Company held by such employees, upon their transfer to IDFC Rank, as set out in the Scheme. RESOLVED FURTHER THAT having considered the draft Scheme, the valuation report dated January 13, 2018 issued by Walker Chandiok & Co LLP, chartered accountants, fairness opinion dated January 13, 2018 from JM Financial institutional Securities Limited, merchant banker, the Capital First Limited Mee pitalfirst.CAPITAL LS Fikst report of the Audit Committee of the Company dated January 13, 2018 and other Presentations, reports, documents and information furnished before the Board, approval of the Board be and is hereby granted, to the following share exchange ratio and the securities held by IDFC Bank in the Subsidiaries consequent upon the completion of the Proposed Amalgamation shall stand cancelled: For every 10 (Ten) fully paid up equity shares of face value of INR 10 (Ten) each held in the Company as on the Record Date, the equity shareholders of the Company shall be issued 139 (One Hundred and Thirty Nine) equity shares of face value of INR 10 (Ten) each credited as fully paid up in IDFC Bank, RESOLVED FURTHER THAT the approval of the Board be and is hereby granted to Implementation Agreement, and the Scheme, to be made effective from opening of business as. on the Appointed Date. RESOLVED FURTHER THAT the Company designates BSE Limited as the designated stock exchange for the purpose of coordinating with SEBI to seek its approval to the Scheme in terms of the SEBI Circular. RESOLVED FURTHER THAT Mr. V. Vaidyanathan, Chairman & Managing Director, Mr. Pankaj Sanklecha, Chief Financial Officer & Head — Corporate Affairs, Mr. Satish Gaikwad, Head- Legal, Compliance & Company Secretary, Mr. Saptarshi Baparl, Head-Strategic Initiatives & Investor Relations and Mr. Sunil Biyani- Head ~ Finance be and are hereby severally authorised to do all deeds and take all necessary actions for: (i) Finalizing and executing the Implementation Agreement and such other documents, deeds, natices, letters, instruments aiid forms as may Le requlred by the Company In relation to or in connection with the Implementation Agreement; (il) Finalizing, executing and filing the Scheme and/or any other information/details {including responding to queries from regulalory/ statutory authorities or agencies) as may be necessary, with the Registrar of Companies, RBI, Slock Exchanges, SEBI, CCI, and/or any other regulatory/ statutory authorities or agencies; and (iti) Executing and issuing undertaking, including the management undertaking to be issued by the Company to M/s. BS R & Co LLP, statutory auditors, in relation to the non- applicability of paragraph |.A.9(b) of the SEBI Circular. Capital First Limited eae ere Pee O na ase Uc ea SST se Mae ert ectCAPITAL ¢ FIRST RESOLVED FURTHER THAT Mr. V. Vaidyanathan, Chairman & Managing Director, Mr. Pankaj Sanklecha, Chief Financial Officer & Head ~ Corporate Affairs, Mr. Satish Gaikwad, Head- Legal, Compliance & Company Secretary, Mr. Saptarshi Bapari, Head-Strategic Initiatives & Investor Relations and Mr. Sunil Biyani- Head ~ Finance be and are hereby severally authorised to do all deeds and take all necessary actions for: ()) Appointing such solicitors, advocates, accountants, advisors, merchant bankers, consultants and/or other experts, as deemed fit, for purposes connected to the Proposed Amalgamation, and incurring such expenses as may be necessary to give effect to the Scheme, including payment of stamp duty and payment of fees to attorneys, counsels, advisors and other expenses. (i) Consenting to and making such modifications/amendments to the Scheme, or to any conditions or limitations that the NCLT, RBI, Stock Exchanges, SEBI, CCI, NHB and or any other governmental authority may deem fit to direct or impose or which may be otherwise considered necessary, desirable or appropriate by such authority, whether in pursuance of a change in law or otherwise; and to take all such steps as may be necessary, desirable or proper for resolving any doubts, difficulties or questions whether by reason of any directive or orders of any authority or otherwise howsoever arising out of or under or by virtue of the Scheme and/or any matter concerned or connected Uherewith, and inalDFC Bank and [ling all applications, affidavits and documents as may be necessary to give effect to such amendment or modification; (iii) Withdrawing the Scheme at any stage in case any alteration or modification proposed by the NCLT, RBI, Stock Exchanges, SEBI, CCI, NHB and/ or any other authority to the Scheme adversely affects the interest of the Company, oF If so mutually agreed by the ‘Company, the Subsidiaries and IDFC Bank in writing; (iv) Preparing, executing and filing appropriate applications, consents, waivers, and other documents before the NCLI or other regulatory/ statutory authority or agency for holding ot dispensing with the requirement for holding meetings of the shareholders and/or creditors of the Company and, where necessary, to take steps to convene such meetings as per the direction of the NCLT and to prepare and dispatch the notice convening such meetings to the shareholders and/or creditors of the Company and the draft of the explanatory statement(s) under Sections 230-232 of the Companies Act, 2013 or any other applicable law; Y Capital First Limited tr Pee ape eeeCAPITAL SH FiRsT (v) Executing and filing affidavits, petitions, pleadings, court papers, documents, writings, representations, applications, waiver letters, undertaking, confirmations and other documents; which are required to be executed or delivered for to the purposes connected to the Proposed Amalgamation and/or obtaining directions from the NCLT and to take all actions and do all deeds, incidental or deemed necessary or useful in connection with the aforesaid (including delivering a certified copy of this resolution to any concerned party or authority and for this purpose, appearing in person and/ or to represent the Company in general before the NCLT or any other authority in relation to any matter pertaining to the Scheme), and to execute and issue public notices and advertisements; (vi) Affixing the common seal of the Company in accordance with the provisions of the Articles of Association of the Company on any document executed or furnished by the Company in connection with or incidental to the Scheme and to send the common seal of the Company to other places, if so required, to facilitate the execution of such documents in connection with or incidental to the Scheme; and (vii) Doing all acts, deeds, matters and things and executing all such documents, papers and writings as may be necessary, proper or expedient, in its absolute discretion, to give effect to the Scheme and the Implementation Agreement and for matters connected therewith or Incidental thereto, Including filing of the certified copy of the final order of the NCLT sanctioning the Scheme with the Registrar of Companies, Mumbai, RESOLVED FURTHER THAT copies of this resolution, certified to be true by any Director or by the Company Secretary of the Company, be furnished to any authority, company, body corporate, cle, anid Uiey be requested to act thereon Satish Gaikwad Head ~ Legal, Compliance & Company Secretary Capital First Limited