Desai Haribhakti & Co.

SRB & Associaras

Chartered Accountants Chartered Accountants

Constantia 71hFloor B Wing 11, A-3/7, Gillanders Gouse 8,

Dr U N Brahmachari Street, N.S. Road,
Kolkata - 700 017, Kolkata - 700001
West Bengal, India. West Bengal, India,
----------------------~

Dated: 71hJanuary 2019

To,

The Board of Directors, The Board of Directors,

GRUH Finance Limited Bandhan Bank Limited

"GRUH", Netaji Marg DN - 32, Sector V Salt lake
Nr. Mithakali Six Roads, Ellisbridge Kolkata - 700 091
Ahmedabad - 380 006 West Bengal, India.
Gujarat, India.

Sub: Recommendation of fair equity share exchange ratio for the purpose of the proposed
merger of GRUH Finance Limited into Bandhan Bank Limited

Dear Madams 1 Sirs,

We refer to th~ engagement/appointment letters whereby,

• GRUH Finance Limited (hereinafter referred to as "GFl") has appointed Desai Haribhakti & Co ,
Chartered Accountants (hereinafter referred to as "DHC") vide engagement letter effective from
271hDecember 2018; and

• Bandhan Bank limited (hereinafter referred to as "BBl") has appointed SRB & Associates,
Chartered Accountants (hereinafter referred to as "SRB") vide engagement letter effective from
20lh December 2018.

for recommendation of the fair equity share exchange ratio (hereinafter referred to as "Fair Equity Share
Exchange Ratio") for the proposed merger of GFl into BBl (hereinafter jointly referred to as the
"Companies") on a going concern basis with effect from the proposed Appointed Date of 151January 2019
or such other date as approved by the Companies and other relevant authorities.

The Fair Equity Share Exchange Ratio for this report ("Report") refers to the number of equity shares of
BBl of face value of INR 101- each, which would be issued to equity shareholders of GFl in lieu of their
equity shareholding in GFl pursuant to the proposed merger,

DHC and SRB are hereinafter referred to as "Valuers" or "we" or "us" and individually referred to as
"Valuer" in this joint Report.

Page 1 of 11
1. SCOPE AND PURPOSE OF THIS REPORT

1.1. GFL, incorporated on 21 st July 1986, is engaged in the business of providing home loans and is registered
with the National Housing Bank as a housing finance institution. Currently, GFL is a subsidiary of Housing
DevelopmenfFinance Corporation Limited ("HDFC"). The equity shares of the GFL are listed on BSE
Limited ("BSE") and National Stock Exchange of India Limited ("NSE"). HDFC owns 57.86% of paid-up
outstanding equity shares and balance is held by public shareholders as of 30th September 2018. GFL
had reported total income and profit after tax of INR 16,871.9 million and INR 3,626.8 million respectively
for the year ended 315t March 2018.

1.2. BBL, incorporated on 23rd December 2014, is in the business of providing banking services and is
licensed as banking company under the provisions of Banking Regulation Act, 1949. The equity shares
of the BBL are listed on BSE and NSE. The promoter and the promoter group of BBL owns 82.28% of
paid-up outstanding equity shares and balance is held by institutional and public shareholders as of 30th
September 2018. BBL had reported total income and profit after tax of INR 55,084.8 million and INR
13,455.5 million respectively for the year ended 315t March 2018.

1.3. We understand that the managements of GFL and BBL ("Managementls") are contemplating to
consolidate their operations on a going concern basis with effect from proposed Appointed Date of 1st
January 2019 pursuant to a scheme of amalgamation (the "Scheme") under the provisions of Sections
230-232 of the Companies Act, 2013 and other applicable securities and capital market laws and rules
issued thereunder to the extent applicable (the "Proposed Merger").

1.4. In consideration thereof, equity shares of BBL will be issued to the equity shareholders of GFL, once the
Scheme becomes effective. The number of equity shares of BBL of face value of INR 10/- each to be
issued for the-equity shares of GFL in the event of the Proposed Mercer is referred to as the "Fair Equity
Share Exchange Ratio".

1.5. For the aforesaid purpose, GFL and BBL have appointed DHC and SRB respectively to submit a joint
report on the Fair Equity Share Exchange Ratio for the consideration of the Board of Directors (the
"Boards") of the respective Companies as required under the provisions of Sections 230-232 of the
Companies Act, 2013 and other applicable securities and capital market laws and rules issued
thereunder. .~

1.6. The scope of our services is to conduct a relative valuation (not an absolute valuation) of the equity shares
of the Companies, without considering the effect of proposed merger and recommending a Fair Equity
Share Exchange Ratio for the Proposed Merger.

1.7. This Report will be placed before the Boards / Audit Committees of the respective Companies, as
applicable, as_per the relevant SEBI circulars, and, to the extent mandatorily required under applicable
laws of lndia.Thls Report may be required to be produced before the judicial, regulatory or government
authorities, stock exchanges, shareholders in connection with the Proposed Merger under applicable
laws.

1.8. The Valuers have been appointed severally and not jointly and have worked independently in their
analysis. Both the Valuers have received information and clarification from their respective Companies.
The Valuers have independently arrived at different values per share of the Companies. However, to
arrive at the cbnsensus on the Fair Equity Share Exchange Ratio for the Proposed Merger, appropriate
minor adjustments / rounding off has been done in the values arrived at by the Valuers.

1.9.

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 which will have a bearing on the valuation analysis to the extent considered appropriate. Further, the
Managements have informed us that all material information impacting the Companies have been
disclosed to us.

1.10. The Managements have informed us that:

a) There would not be any capital variation in the Companies till the Proposed Merger becomes effective
without the approval of the shareholders other than on account of existing Employee Stock Options
("ESOPs").~ Scheme which would not be material;

b) Neither Companies would declare any dividend which are either materially different than those
declared in the past few years or having materially different yields.

c) There are no unusual! abnormal events in both the Companies since the last result declaration date
till the Report date materially impacting their operating! financial performance.

We have relied on the above while arriving at the Fair Equity Share Exchange Ratio for the Proposed
Merger.

1.11. This Report is our deliverable in respect of our recommendation of the Fair Equity Share Exchange Ratio
for the Proposed Merger.

1.12. Our opinion is based on prevailing market, economic and other conditions as at the date of this Report.
These conditions can change over relatively short periods of time. Any subsequent changes in these
conditions could have an impact upon our opinion. We do not undertake to update this Report for events
or circumstances arising after the date of this Report.

1.13. This Report is subject to the scope, assumptions, exclusions, limitations and disclaimers detailed
hereinafter. As such, the Report is to be read in totality, and not in parts, in conjunction with the relevant
documents referred to therein.

2. SOURCES OF INFORMATION

2.1. In connection with this exercise, we have used the following information about the Companies as received
from the Managements in either oral or in written form and!or gathered from public domain:

a. Salient features of the Proposed Merger;

b. Annual Reports for the year ended 3151 March 2018 of GFL and BBL and for the earlier periods;

c. Unaudited financial statements of GFL and BBL for 6 months period ended 30lh September 2018;

d. List of outstanding ESOPs for various plans with respective exercise price for the Companies as of
30lh September 2018;

e. Other relevant information

2.2. Information provided by leading database sources, market research reports and other published data;

2.3. It may be noted that no future business plans for the Companies have been provided to us.

2.4. During the discussions with the Managements, we have also obtained information and explaination
considered necessary and relevant for our exercise.

2.5. We have prepared this Report from information provided by and from discussions with the Managements.

Page 3 of 11
 2.6. We have not verified the accuracy, reliability and competence of the information provided and the
procedures that we used to perform the work did not constitute an audit or review made under any
generally accepted accounting standard.

2.7. The Companies have been provided with the opportunity to review the draft Report (excluding the
recommended Fair Equity Share Exchange Ratio) for this engagement to make sure that factual
inaccuracies and omissions are avoided in our final Report.

3. PROCEDURES ADOPTED FOR THE PURPOSE OF THE VALUATION

We have performed the valuation analysis, to the extent applicable, in accordance. with Indian Valuation
Standards, 2018 issued by the Institute of Chartered Accountants of India ("IVS"). In connection with this
analysis, we liave adopted the following procedures to carry out the valuation analysis:

3.1. Requested and received financial and qualitative information relating to the Companies

3.2. Obtained and analyzed data available in public domain, as considered relevant by us

3.3. Discussed with the management and representatives of the respective Companies.on understanding of
the business and fundamental factors affecting the Companies.

3.4. Undertook industry analysis:

a. Research publicly available market data including economic factors and industry trends that may
impact the valuation.

b. Analysis of key trends and valuation multiples of comparable companies/comparable transactions, if

any, using proprietary databases subscribed by us.
-
3.5. Analysis of other publicly available information.

3.6. Selection of valuation approach and valuation methodology/(ies), in accordance with IVS, as considered
appropriate and relevant by us.

3.7. Determination of relative values of the equity shares of the Companies.

3.8. Further, at th~ request of respective Managements, we have had discussions with fairness opinion
providers appointed by respective Companies on the valuation approach adopted and assumptions
made.

4. SCOPE LIMITATIONS, ASSUMPTIONS, QUALIFICATIONS, EXCLUSIONS AND DISCLAIMERS

4.1. Valuation analysis and results are specific to the purpose of valuation and is not intended to represent
value at any time other than valuation date of 4th January, 2019 ("Valu:~tion Date") mentioned in the Report
and as per agreed terms of our engagement. It may not be valid for any other purpose or as at any other
date. Also, it may not be valid if done on behalf of any other entity.

4.2. This Report, its contents and the results are specific to (i) the purpose of valuation agreed as per the

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Page 4 of 11

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 the Valuation Date and that no material changes have occurred in their respective operations and financial
position between 30lh September 2018 and the Valuation Date.

4.3. A valuation or determination of share exchange ratio of this nature involves consideration of various
factors including those impacted by prevailing stock market trends in general and industry trends in
particular. This Report is issued on the understanding that the Managements have drawn our attention to
all the matters, which they are aware of concerning the financial position of the Companies and any other
matter, which may have an impact on our opinion, on the Fair Equity Share Exchange Ratio for the
Proposed Merger as on the Valuation Date.

4.4. We have no responsibtltty to update the Report for any events and circumstances occurring after the date
of the Report.' Our valuation analysis was completed on a date subsequent to the Valuation Date and
accordingly we have taken into account such valuation parameters and over such period, as we
considered appropriate and relevant, up to a date close to Valuation Date.

4.5. This Report is intended only for the sole use and information of the respective Boards of the Companies
and only in connection with the Proposed Merger including for the purpose of obtaining regulatory
approvals, as ,required under applicable laws of India.

4.6. This Report and the information contained herein are absolutely confidential and is prepared on for the
stated purposes in this report. This Report should not be copied, disclosed, circulated, quoted or referred
to either in whole or in part, in correspondence or in discussion with any other person except to whom it
is issued without our written consent. The Companies are required to submit this Report to regulatory or
judicial authorities, government authorities, stock exchanges, courts, shareholders, their professional
advisors including merchant bankers providing the fairness opinion on the Fair Equity Share Exchange
Ratio in connection with the Proposed Merger to the extent mandatorily required under applicable laws
of India. We hereby consent to such disclosure of this Report, on the basis that we owe responsibility
only to the Boards of the respective Companies that have engaged us, under the terms of our
engagement, and no other person; and that, to the fullest extent permitted by law, we accept no
responsibility or liability to the shareholders of the Companies or any other party, in connection with this
Report. The results of our valuation analysis and our Report cannot be used or relied by the Companies
for any otherpuroose or by any other party for any purpose whatsoever.

4.7. We are not responsible to any other person / party for any decision of such person / party based on this
report. Any person / party intending to provide finance / invest in the shares / business of the Companies
/ their holding companies / subsidiaries / associates / investee companies / other group companies, if
any, shall do so after seeking their own professional advice and after carrying out their own due diligence
procedures to ensure that they are making an informed decision. If any person (party (other than the
Companies) chooses to place reliance upon any matters included in the Report, they shall do so at their
own risk and without recourse to the Valuers.

4.8. For the purpose of opining on the relative valuation of the Companies and the Fair Equity Share Exchange
Ratio, we have used financial and other information provided to us by the Managements and the
information that was publicly available, sourced from subscribed databases and formed substantial basis
for this Report which we believe to be reliable and conclusions are dependent on such information being
complete and.accurate in all material aspects. While information obtained from public domain or external
sources have 'not been verified for authenticity, accuracy or completeness, we have obtained information
as far as possible, from sources generally considered to be reliable. W.'3assume no responsibility for such
information. Our scope of work refrains us to accept responsibility for the accuracy and completeness of
the financial and other information provided to us by the Managements. Our conclusion on value assumes

Page 5 of 11
 that the assets and liabilities of the Companies, reflected in their respective latest balance sheets remain
intact as of the Report date.

4.9. In accordance with the terms of our respective engagement letters and in accordance with the customary
approach adopted in valuation exercises, we have not audited, reviewed, certified, carried out a due
diligence, or otherwise investigated the historical and projected financial information, if any, provided to
us regarding the Companies / their holding / subsidiary / associates / joint ventures linvestee companies,
if any. AccordIngly, we do not express an opinion or offer any form of assurance regarding the truth and
fairness of th~ financial position as indicated in the historical financials / financial statements and
projections. The assignment did not involve us to conduct the financial, legal, regulatory, tax, accounting,
actuarial or technical feasibility study. We have not done any independent technical valuation or appraisal
or due diligence of the assets or liabilities of the Companies. Also, with respect to explanations and
information sought from the Managements, we have been given to understand by th~ Managements that
they have not omitted any relevant and material factors about the Companies and that they have checked
the relevance.or materiality of any specific information to the present exercise with us in case of any
doubt.

4.10. Our conclusion is based on the assumptions and information given to us by/on behalf of the Companies.
The respective Managements of the Companies have indicated to us that they have understood that any
omissions, inaccuracies or misstatements may materially affect our valuatipn analysis/results.
Accordingly, we assume no responsibility for any errors in the information furnished by the Managements
and their impact on the report.

4.11. It should be noted that we have examined the Fair Equity Share Exchange Ratio for the Proposed Merger
and not examined any other matter including economic rationale for the Proposed Merger per se or
accounting, legal or tax matters involved in the Proposed Merger.

4.12. Whilst all reasonable care has been taken to ensure that the factual statements in the Report are accurate,
neither us, nor any of our partners, officers or employees shall in any way be liable or responsible either
directly or ind~ectly for the contents stated herein. Accordingly, we make no representation or warranty,
express or implied, in respect of the completeness, authenticity or accuracy of such factual statements.
We expressly disclaim any and all liabilities, which may arise based upon the information used in this
report.

4.13. The Report assumes that the Companies comply fully with relevant laws and regulations applicable in all
its areas of operations unless otherwise stated, and that the Companies will be managed in a competent
and responslbts manner. Further, except as specifically stated to the contrary, this Report has given no
consideration to matters of a legal nature, including issues of legal title and compliance with local laws,
and litigation and other contingent liabilities that are not recorded in the audited / unaudited balance
sheets of the Companies / their holding / subsidiary / associates / joint ventures / investee companies, if
any.

4.14. Our Report is not nor should it be construed as our opining or certifying the compliance of the Proposed
Merger with the provisions of any law / standards including companies, foreign exchange regulatory,
securities market, accounting and taxation (including transfer pricing) laws / standards or as regards any
legal, accounting or taxation implications or issues arising from such Proposed Merger.

4.15. Our Report is not nor should it be construed as our recommendation on the Proposed Merger or anything
consequential thereto / resulting therefrom. Our scope of work is limited to expression of our view on the
relative value and the Fair Equity Share Exchange Ratio. This Report does not address the relative merits
of the Proposed Merger as compared with any other alternatives or whether or not such alternatives could

r c; .. Page 6 of 11

. FoABa~han Bank Ltd. '

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Company Secretary .
.-

be achieved or are available. Any decision by the Companies / their shareholders / creditors regarding
whether or not to proceed with the Proposed Merger shall rest solely with them. We express no opini on
or recommendation as to how the shareholders I creditors of the Companies should vote at any
shareholders' I creditors' meeting(s) to be held in connection with the Proposed Merger. This Report does
not in any manner address, opine on or recommend the prices at which the securities of the Companies
could or shou1d transact at following the announcement / consummation of the Proposed Merger. Our
report and the opinion / valuation analysis contained herein is not nor should it be construed as advice
relating to investing in, purchasing, selling or otherwise dealing in securities or as providing management
services or carrying out management functions. It is understood that this analysis does not represent a
fairness opinion.

4.16. We express no opinion on the achievability of the forecasts, if any, relating to the Companies given to us
by the Managements.

4.17. We have not conducted or provided an analysis or prepared a model for any individual assets (liabilities
and have wholly relied on information provided to us by the Managements in that regard.

4.18. The fee for our valuation analysis and the Report is not contingent upon the results reported.

4.19. This Report is_subjectto the laws of India.

4.20. Any discrepancies in any table ( annexure between the total and the sums of the amounts listed are due to
rounding-off.

5. SHARECAPITAL DETAILS OF THE COMPANIES

5.1. GRUH Finance Limited

Based on the share capital of GFl as at 30th September 2018, and the outstanding options (including
unexercised options) as at that date, we have considered the diluted equity share capital of GFl was -
INR 1,472.9 million consisting of 73,64,57,560 equity shares of face value of INR 2/- each fully paid up.

5.2. Bandhan Bank Limited

Based on the share capital of BBl as at 30th September 2018, and the outstanding options (including
unexercised options) at that date, we have considered the diluted equity share capital of BBl was - INR
11,950.2 million consisting of 1,19,50,25,669 equity shares of face value of INR 10/- each fully paid up.

6. APPROACH - BASIS OF AMALGAMATION

6.1. The Scheme contemplates the Proposed Merger under Sections 230-232 of the Companies Act, 2013
and rules issued thereunder to the extent applicable.

6.2. Arriving at the Fair Equity Share Exchange Ratio for the purposes of a merger such as the Proposed
Merger, in accordance with the IVS would require determining the relative values of each company
involved and of their shares. These values are to be determined independently but on a relative basis,
and without considering the effect of the merger.

6.3. The three main valuation approaches are the asset approach, market approach and income approach.
There are several commonly used and accepted methods including those set out in the IVS, within the
market approach, income approach and asset approach, for determining the relative fair value of equity

Page 7 of 11
 shares, which can be considered in the present case, to the extent relevant and applicable, to arrive at
the Fair Equity Share Exchange Ratio for the purpose of the Proposed Merger, such as:

a. Assef Approach including

• Net Asset Value (NAV) Method

b. Market Approach including
• Market Price Method

• Comparable Companies Multiple (CCM) Method

c. lncome Approach including

• Discounted Cash Flow (DCF) Method

• Earning Capitalization Value (ECV) Method
6.4. It should be understood that the valuation of any company or its assets is inherently subjective and is
subject to uncertainties and contingencies, all of which are difficult to predict and arEl.beyond our control.
In performing our analysis, we made assumptions with respect to industry performance and general
business andeconomic conditions, many of which are beyond the control of the companies. In addition,
this valuation will fluctuate with changes in prevailing market conditions, the conditions and prospects,
financial and otherwise, of the companies / businesses, and other factors which generally influence the
valuation of companies and their assets.

6.5, The application of any particular method of valuation depends on the purpose forwhich the valuation is
done. Although different values may exist for different purposes, it cannot be too strongly emphasized
that a valuer can only arrive at one value for one purpose. Our choice of method of valuation has been
arrived at using usual and conventional methods adopted for transactions of a similar nature and our
reasonable judgment. in an independent and bona fide manner based on our previous experience of
assignments of a similar nature.

6.6. Asset Approach: The asset based valuation technique is based on the value of unqerlying net assets of
business either on a book value basis or realizable value basis or replacement cost basis

a, Net Asset Value Method: The asset based valuation technique is based on the value of the
underlying net assets of the business, either on a book value basis or realizable value basis or
replacement cost basis. This valuation approach may be used in cases where the assets base
dominates the earnings capability. A scheme of arrangement would normally be proceeded with, on
the assumption that the companies would merge as going concerns and an actual realization of the
operating assets is not contemplated. The operating assets have therefore been considered at their
book values.

6.7. Market Approach: Market approach is a valuation approach that uses prices and other relevant
information generated by market transactions involving identical or comparable (l.e., similar) assets,
liabilities or a group of assets and liabilities, such as a business.

a. Market Price Method: Under this method, the market price of an equity share of the company as
quoted on a recognized stock exchange is normally considered 8S the fair value of the equity shares
of that company where such quotations are arising from the shares being regularly and freely traded.
The market value generally reflects the investors' perception about the true worth of the company,
subject to the element of speculative support that may be inbuilt in the market price. But there could
be situations where the value of the share as quoted on the stock market would not be regarded as
a proper index of the fair value of the share, especially where the market values are fluctuating in a
volatile capital market. Further, in the case of a merger, where there is a question of evaluating the

Page 8 of 11
 shares of one company against those of another, the volume of transactions and the number of
shares available for trading on the stock exchange over a reasonableperiod would have to be of a
comparablestandard.

b. Comparable Companies Multiple (CCM) Method: Under this method, one attempts to measure
the value of the shares / business of company by applying the derived market multiple based on
market quotationsof comparablepublic/ listed companies, in an active market,possessingattributes
similar t6~the business of such company - to the relevant financial parameter of the company /
business (based on past and / or projected working results) after making adjustmentsto the derived
multipleson accountof dissimilaritieswith the comparablecompaniesandthe strengths,weaknesses
and other factors peculiarto the company being valued. These valuationsare based on the principle
that such marketvaluations,taking place between informed buyers and informedsellers,incorporate
all factors relevant to valuation. Relevant multiples need to be chosen carefully and adjusted for
differenCE~? betweenthe circumstances.

6.S. Income Approach: Income approach is a valuation approach that converts maintainable or future
amounts (e.g., cash flows or income and expenses) to a single current (Le., discountedor capitalised)
amount. The value measurementis determined on the basis of the value indicated by current market
expectationsabout those future amounts.

a. Discounted Cash Flow (DCF) Method:

Under the DCF method the projected free cash flows to the firm are discounted at the weighted
average cost of capital. The sum of the discounted value of such free cash flows is the value of the
firm.

SuchDCF analysisinvolvesdeterminingthe following:

Estimating future free cash flows:

Free cash flows are the cash flows expected to be generated by the companythat are available to
the providersof the company'scapital - both debt and equity.

Appropriate discount rate to be applied to cash flows i.e. the cost of capital;

This discount rate, which is applied to the free cash flows, should reflect the opportunitycost to all
the capital providers (namely shareholders and creditors), weighted by their relative contribution to
the total capital of the company.The opportunitycost to the capital providerequals the rate of return
the capital providerexpects to earn on other investmentsof equivalentrisk.

b. Earnings Capitalization Value (ECV) Method: This method involves determination of the
maintainableearnings level of the company from its operations, based on past and / or projected
working results. These earnings are then capitalized at a rate, which in the opinion of the valuer
combines an adequate expectation of reward from the enterprise risk, to arrive at the value of the
company,:

Out of the above methods, we have used approaches / methods as consideredappropriate by us. The
values arrived at under such approaches/ methods has been tabled in the section 7 of this Report.

7. BASIS OF FAIR EQUITY SHARE EXCHANGE RATIO

7.1.

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 values have been arrived at under each of the above approaches I methods, for the purposes of
recommending the Fair Equity Share Exchange Ratio it is necessary to arrive at a single value for the
shares of the Companies involved in a merger such as the Proposed Merger. It is-however important to
note that in do~ngso, we are not attempting to arrive at the absolute values of the shares of the Compan ies
but at their refative values to facilitate the determination of a Fair Equity Share Exchange Ratio. For this
purpose, it is necessary to give appropriate weights to the values arrived at under each approach I
method.

7.2. In the ultimate analysis, valuation will have to be arrived at by the exercise of judicious discretion by the
valuer and judgments taking into account all the relevant factors. There will always be several factors,
e.g. quality of the management, present and prospective competition, yield on comparable securities and
market sentiment, etc. which are not evident from the face of the balance sheets but which will strongly
influence the worth of a share. This concept is also recognized in judicial decisions. There is, therefore,
no indisputable single exchange ratio. While we have provided our recommendation of the Fair Equity
Share Exchange Ratio based on the information available to us and within the scope and constraints of
our engagement, others may have a different opinion as to the Fair Equity Share Exchange Ratio of the
equity shares of GFL and BBL. The final responsibility for the determination of the exchange ratio at which
the Prcposed.Merqer shall take place will be with the Boards of the Companies who should take into
account otherfactors such as their own assessment of the Proposed Merger and input of other advisors.

7.3. The Fair Equity Share Exchange Ratio has been arrived at on the basis of a relative equity valuation of
GFL and BBL based on the various approaches I methods explained herein earlier and various qualitative
factors relevant to each company and the business dynamics and growth potentials of the businesses of
these Companies, having regard to information base, key underlying assumptions and limitations.

7.4. We have independently applied methods discussed above, as considered appropriate, and arrived at
their assessment of the value per equity share of GFL and BBL. To arrive at the consensus on the Fair
Equity Share Exchange Ratio for the Proposed Merger, suitable minor adjustments I rounding off has
been done in the values arrived at by the Valuers.

In light of the above, and on a consideration of all the relevant factors and circumstances as discussed
and outlined herein above, we recommend the following Fair Equity Share Exchange Ratio for the
Proposed Merger whose computation is as under:

The Computation of Fair Equity Share Exchange Ratio as derived by DHC, is given below:
-
GRUH Finance Limited Bandhan Bank Limited
. '.
'.
Valuation Approach
Value per Share Value per Share
Weight Weight
(INR) (INR)
...
Asset Approach 23.60 0% 85.75 0%
Income Approach NA NA NA NA
Market Approach - Market Price
Method 308.51 50% 554.30 50%
Market Approach - Comparable
334.38 50%' 577.54 50%
Companies ~ultiple Method

Relative Value per Share 321.45 565.92

Exchange Ratio (rounded off) 0.568

*N/A = Not Applicable UE COPY'

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The Computation of Fair Equity Share Exchange Ratio as derived by SRB, is given below:

GRUH Finance Limited Bandhan Bank Limited

Valuation Approach
Value per Share Value per Share
(INR) Weight Weight
(INRl
,'. "

Asset Approach 23.60 0% 85.75 0%

Income Approach NA NA NA NA
Market Approach - Market Price
Method 308.51 50% 554.30 50%
Market Approach - Comparable
Companies Multiple Method 335.40 50% 578.61 50%

Relative Val~e per Share 321.95 566.46

-
Exchange Ratio (rounded off) 0.568
.NfA - Not Applicable

Ratio:

In light of the above, and on a consideration of all the relevant factors and circumstances as discussed
and outlined herein above, we recommend the following Fair Equity Share Exchange Ratio for the
Proposed Merger:

I.
568 [Five hundred and Sixty Eight] equity shares of Bandhan Bank Limited of INR 10/- each fully
paid up for every 1,000 [Thousand] equity shares of GRUH Finance Limited of INR 2/- each fully
paid up.

Respectfully Submitted,
Desai Haribhakti & Co. SRB & Associates.
Chartered Accountants Chartered Accountants
ICAI Firm R~gistration Number: 323806E ICAI Firm Registration Number: 31 0009E

~
Arvlnd Godhawala Biswanath Paul
Partner Partner
Membershlp'No: 106621 Membership No: 068186
Date: 7thJanuary 2019 Date: 7th January 2019
Place: Mumbai, India Place: Mumbai, India

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