Name of the Issue: Ujjivan Financial Services Limited 1 Type of Issue IPO 2 Issue Size (Rs. Cr) 882.50 Source: Prospectus dated May 3, 2016 Note: In addition, the Company completed a Pre-IPO Placement amounting to Rs. 291.84 cr. in February 2016 3 Grade of issue along with name of the rating agency Name Grade 4 Subscription Level (Number of times) 29.95 Notes: 1) The above figures are net, after technical rejections 2) Amount of subscription includes all bids received within the price band of Rs. 207 to Rs. 210 per Equity Share Source: Basis of allotment 5 QIB Holding (as a %age of Outstanding Capital) as disclosed to Stock Exchanges %age (i) On Allotment 17.77% (ii) at the end of the 1st Quarter immediately after the listing of the issue (June 30, 2016) 71.04% (iii) at the end of 1st FY (March 31, 2017) (iv) at the end of 2nd FY (March 31, 2018) (2) (v) at the end of 3rd FY (March 31, 2019) (2) Source: Note: (2) Basis of Allotment (excluding pre-issue QIB holding) QIB holding not disclosed as reporting for the fiscal year/ period has not been completed 59.81% Not available Not available 6 Financials of the issuer (Rs. Crore) Parameters 1st FY (FY 2017) * 2nd FY (FY 2018) 3rd FY (FY 2019) Net Sales/ Income from operations 1349.37 Not available Not available Net Profit 207.67 Not available Not available Paid up Equity Share Capital 119.37 Not available Not available Reserves excluding revaluation reserves 1635.88 Not available Not available *Based on standalone financials submitted to stock exchanges Financials not disclosed as reporting for the fiscal year has not been completed Page 1 of 7
7 Trading Status BSE NSE (i) at the end of 1st FY (FY 2017) Frequently traded Frequently traded % of Total Shares Outstanding (ii) at the end of 2nd FY (FY 2018) Not available Not available (iii) at the end of 3rd FY (FY 2019) Not available Not available Trading status not disclosed as the fiscal year has not been completed 8 Change in Directors Name of Director Appointed / Resigned During year ended March 31, 2017 Samit Ghosh Resigned Sunil Patel Resigned Nandlal Sarda Resigned Anadi Charan Sahu Resigned Sudha Suresh Appointed Abhijit Sen Appointed During year ended March 31, 2018 Not available Not available During year ended March 31, 2019 Not available Not available Change in Directors not disclosed as the fiscal year has not been completed 9 Status of implementation of project/ commencement of commercial production (i) Details of Estimated Schedule of Implementation of Projects forming part of Not Applicable Objects of the Issue (ii) Actual implementation Not Applicable (iii) Reasons for delay in implementation, if Not Applicable 10 Status of utilization of issue proceeds (i) As disclosed in the offer document The net proceeds of the fresh issue are proposed to be utilised for augmenting the capital base and deployed in the FY 2017 (ii) Actual utilization Amount(in Rs. Lacs) Gross Proceeds of the IPO -A 35816.08 Less: Public Issue expenses - B 2043.46 Net proceeds from public issue - C= A-B 33772.62 Less: Amounts utilised for the purpose received - D Balance: E = C-D Source - Stock Exchange filings dated January 19, 2017 (iii) Reasons for deviation, if any 33772.62 Nil * Actual public issue expenses of Rs. 2043.46 lakhs has been incurred as against estimated expenses of Rs. 2068.48 lakhs. Issue expenses have been adjusted against securities premium as under section 52 of Companies Act, 2013 Page 2 of 7
11 Comments of monitoring agency, if applicable (a) Comments on use of funds (b) Comments on deviation, if any, in the use of proceeds of the issue from the objects stated in the offer document (c) Any other reservations expressed by the monitoring agency about the end use of funds 12 Pricing Data Issue Price (Rs.) Rs. 210 Price parameters Market Price 231.55 362.00 452.30 423.35 547.50 216.65 CNX Nifty 7,887.80 8,273.05 8,711.35 9,173.75 9,218.40 7,516.85 Sectoral Index At close of listing day i.e. May 10, 2016 Price information not disclosed as reporting for the fiscal year has not been completed Close of 30th calendar day from listing day (June 8, 2016) Close of 90th calendar day from listing day (Aug 7, 2016) Closing price As at the end of FY 2017 High Not comparable to any of the available sectoral indices Low As at the end of FY 2018 Closing price High Low As at the end of FY 2019 Closing price High Low 13 Basis for Issue Price Accounting ratio EPS (Basic) Ujjivan Financial Services Limited As disclosed in the offer document At the end of 1st FY (FY 2017) (3) At the end of 2nd FY (FY 2018) (2) Issuer: `11.24 17.76 Shriram City Union Finance Llimited `86.18 84.34 Sundaram Finance Limited `40.88 44.58 SKS Microfinance Limited `15.22 21.82 Industry Avg: 42.13 At the end of 3rd FY (FY 2019) (2) P/E RoNW Issuer: 18.68x 23.84 Shriram City Union Finance Limited 17.53x 17.06 Sundaram Finance Limited 30.22x 36.22 SKS Microfinance Limited 36.58x 37.05 Industry Avg: 28.11x 28.54 Issuer: 10.29% 11.83% Shriram City Union Finance Limited 13.61% 11.06% Sundaram Finance Limited 15.25% 13.22% SKS Microfinance Limited 17.93% 11.84% Industry Avg: 11.99% Page 3 of 7
V per share based on Balance Sheet Notes: Issuer: `66.26 147.03 Shriram City Union Finance Limited `622.27 762.53 Sundaram Finance Limited `268.04 337.13 SKS Microfinance Limited `82.86 177.32 Industry Avg: 356.01 Sourced from the Prospectus dated May 3, 2016 (Data as on March 31, 2015) (2) Not available as reporting for the relevant period has not been completed (3) Source - Issuer data on consolidated Financials for FY 2017 submitted to stock exchanges. Peer group data based on standalone financials for FY 17 submitted to stock exchanges 14 Any other material information Ujjivan Small Finance Bank has been included in the Second Schedule to the Reserve Bank of India Act, 1934 Date 29-Aug-17 Proceedings at AGM- 1. Adoption of financial statements for FY 17 2. Declaration of dividend of Rs. 0.8 per Equity Share for FY 2017 3. Appointment of M/s. Price Waterhouse Accountants LLP as the statutory auditors of the Company for 5 yrs starting Fy 2017-18 and fixing their remuneration 4. Reappointment of Amit Gupta as Director 5. Re-appointment of Sudha Suresh as MD and CEO for 3 years wef Feb 1, 2017 6. Revision in limit of foreign shareholding in Company from 49% to 47% 05-Aug-17 Completion of Business Transfer by 'Ujjivan Financial Services Limited' to 'Ujjivan Small Finance Bank Limited' and commencement of small finance bank business by 'Ujjivan Small Finance Bank Limited' with effect from February 01, 2017 02-Feb-17 RBI vide its letter dated January 30, 2017 approved appointment of Mr. Samit Ghosh as the MD and CEO of Ujjivan Small Finance Bank Limited for 3 years from Feb 1, 2017. RBI has instructed Mr. Samit Ghosh to disinvest his shareholding in Company and be brought down under the cap of substantial interest as defined under section 5(ne) as defined under Banking Regulation Act, 1949, within 1 year from date of RBI approval letter. Further RBI has approved Mr. Sunil Vinayak Patel as part time chairman of Ujjivan Small Finance Bank Limited 31-Jan-17 Board of Directors of the Company at its meeting held on January 19, 2017, (commenced at 10:00 AM and concluded at 01:00 PM) inter alia, has approved / noted the following: 1. Execution of the Business Transfer Agreement and other ancillary agreements with its wholly owned subsidiary Ujjivan Small Finance Bank Limited ( Ujjivan SFB ). 2. It is intended that Mr. Samit Ghosh, Managing Director & CEO of the Company and a Director on the Board of Ujjivan SFB will be appointed as the Managing Director & CEO of Ujjivan SFB for which RBI approval is awaited. Pending the same and subject to receipt of the RBI approval, the Nomination Committee and the Board of the Company has accepted the resignation of Mr. Samit Ghosh from the post of Managing Director & CEO of the Company w.e.f. January 31, 2017 (close of business hours). 3. Based on the recommendation of the Nomination Committee, accepted the resignation of Mr. Sunil Patel and Mr. Nandlal Sarda, from the position of Independent Directors of the Company w.e.f. January 31, 2017 (close of business hours). 4. Pursuant to the instruction received from SIDBI and based on the recommendation of the Nomination Committee, accepted the resignation of Mr. Anadi Charan Sahu from the position of Nominee Director w.e.f. January 31, 2017 (close of business hours). 20-Jan-17 5. Based oil the recommendation of the Nomination Committee, approved the appointment of Ms. Sudha Suresh, as the Managing Director & CEO of the Company w.e.f. February 01, 2017 for a period of 3 years; subject to the approval of the Shareholders. 5. Pursuant to the aforesaid appointment of Ms. Sudha Suresh (subject to the conditions as mentioned above), accepted the resignation of Ms. Sudha Suresh, from the position of Chief Financial Officer of the Company w.e.f. January 31, 2017 (close of business hours). 6. Pursuant to the resignation of Ms. Sudha Suresh from the position of Chief Financial Officer of the Company (subject to the conditions as mentioned above) and based on the recommendation of the Nomination Committee approved the appointment of Mr. Hiren Shah, the existing head of investor relations as the Chief Financial Officer of the Company (w.e.f. February 01, 2017). 7. In line with the intimation shared with BSE Limited on January 04, 2017, the Board has approved the novation of all rights and obligations of the Company with respect to the below NCDs in favour of Ujjivan SFB (subject to necessary consents from BSE Limited and the debenture trustees / holders). Page 4 of 7
Ujjivan Financial Services Ltd has informed BSE that the Board of Directors of the Company at its meeting held on December 08, 2016, (commenced at 11:30 AM and concluded at 01:30 PM) inter alia, has approved the following: 1. Approved the Amendment of Objects Clauses of Memorandum of Association (subject to the approval of the shareholders) to comply with RBI Regulations relating to NBFC-Core Investment Company and to bring the Objects clause of the Company in line with that of a Core Investment Company effective from the date of commencement of operations of the Company subsequent to its categorization as a Core Investment Company pursuant to the receipt of necessary approvals from Reserve Bank of India. DNBS. Regional Office, Bangalore. 2. Approved the increasing of the borrowing powers of the Company from the present outstanding borrowing limit of Rs. 6,000 Crores to Rs. 7,000 Crores (subject to the approval of the shareholders). Further approved increasing the limit of raising NCDs from current limit of Rs. 1,000 Crores to Rs. 1,500 Crores for the FY 2016-17 subject to the overall borrowing limit being limited to Rs. 7,000 Crores. 08-Dec-16 3. Approved the creation of charge over the receivables of the Company for a value not exceeding Rs. 7,500 Crores (subject to the approval of the shareholders). Ujjivan Financial Services Ltd has informed BSE that the Company has submitted an application on December 01, 2016 to the Reserve Bank of India, DNBS, Regional Office, Bangalore for the registration of the Company as a Core Investment Company (CIC) 01-Dec-16 Reserve Bank of India has issued to the subsidiary of the Company i.e. Ujjivan Small Finance Bank Limited, the Licence No. MUM 122 dated November 11, 2016 to carry on Small Finance Bank business in India subject to the terms and conditions as mentioned in its letter dated November 11, 2016. Further, Ujjivan Small Finance Bank Limited is in the process of seeking necessary approvals, registrations and licensing from various departments of the Reserve Bank of India and other agencies prior to the commencement of the banking business. On receipt of the mandatory approvals required to start the operations as a Small Finance Bank, Ujjivan Small Finance Bank Limited will commence its operations of a Small Finance Bank. 12-Nov-16 Board of Directors of the Company at its meeting held on November 09, 2016, (commenced at 09:30 AM and concluded at 01:00 PM) inter alia reviewed the draft application to be made to the RBI, DNBS, Regional Office, Bangalore for the registration of the Company as a Core Investment Company (CIC) with authorization to the Managing Director to finalise for submission. The aforesaid application for registration is pursuant to the conditions prescribed by the RBI in their in-principle approval letter dated October 07, 2015 for setting up a Small Finance Bank and the Master Direction - Core Investment Companies (Reserve Bank) Directions, 2016. 09-Nov-16 Objects Clause of the Memorandum of Association (MOA) of the Company has been amended by way of Special Resolution passed through Postal Ballot on September 13, 2016 pursuant to the provisions of the Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014 by inserting Clause no. 1A after the existing Clause no.1 under "OBJECTS INCIDENTAL AND ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECTS" 14-Sep-16 Company has completed a securitization transaction of Rs. 172.54 Crores on September 03, 2016 04-Sep-16 Ujjivan Financial Services Ltd has informed BSE that pursuant to the authority granted by the Shareholders approval in their EGM held on November 03, 2015 and ratified by the Shareholders at the AGM held on August 10, 2016, the Governance, Nomination and Remuneration Committee of the Board in their meeting held on September 14, 2016 has approved a grant of 16,96,850 options to 3,880 employees of the Company at the current market price of Rs. 417.15 (Rupees Four Hundred Seventeen and Paisa Fifteen) per option (based on the closing market price of Rs. 417.15 of the Company s shares in NSE on September 12, 2016) under the Ujjivan Employee Stock Option Scheme, 2015 (ESOP Scheme 2015). 15-Sep-16 Ujjivan Financial Services Ltd has informed BSE that the Objects Clause of the Memorandum of Association (MOA) of the Company has been amended by way of Special Resolution passed through Postal Ballot on September 13, 2016 pursuant to the provisions of the Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014 by inserting Clause no. 1A after the existing Clause no.1 under "OBJECTS INCIDENTAL AND ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECTS". 14-Sep-16 Page 5 of 7
Ujjivan Financial Services Ltd has informed BSE that the Stakeholders Relationship Committee of the Board in its meeting held on September 01, 2016 has approved an allotment of 244,195 Equity shares of Rs. 10/- towards the exercise of vested stock options under various ESOP Schemes of the Company. The Company has already received the in-principle approval from NSE and BSE for listing of such equity shares and is in the process of applying for the final listing approval of the above shares on NSE and BSE. 02-Sep-16 The paid-up capital of the Company has increased from Rs. 1,182,413,050 to Rs. 1,184,855,000. Ujjivan Financial Services Ltd has informed BSE that Company has submitted an application to the Reserve Bank of India on August 18, 2016 for grant of banking licence in terms of Section 22 of the Banking Regulation Act, 1949 to Ujjivan Small Finance Bank Limited, which is the wholly owned subsidiary of the Company. The said application has been made in pursuance of the in-principle approval dated October 07, 2015, granted to the Company by the Reserve Bank of India, permitting the Company to establish a small finance bank in the private sector. 19-Aug-16 Notice of Postal Ballot for following; a) AUTHORIZATION TO TRANSFER BUSINESS TO UJJIVAN SMALL FINCE BANK LIMITED b) AUTHORISATION TO ENTER RELATED PARTY TRANSACTION WITH UJJIVAN SMALL FINCE BANK LIMITED c) ALTERATION OF OBJECTS CLAUSE OF MEMORANDUM OF ASSOCIATION OF THECOMPANY d) ISSUE OF SECURED OR UNSECURED RATED, LISTED AND REDEEMABLE NON-CONVERTIBLE DEBENTURES (THE DEBENTURES) ON A PRIVATE PLACEMENT BASIS e) APPOINTMENT OF MR. ABHIJIT SEN, NON-EXECUTIVE DIRECTOR AS THE INDEPENDENT DIRECTOR OF THE COMPANY 10-Aug-16 statement of the utilization of the IPO proceeds as on June 30, 2016. Gross proceeds of IPO - A Less: Public issue expenses* - B Net proceeds from public issue - C = (A-B) Less: Amounts utilised for the purpose received - D Balance temperorily invested in fixed deposit with banks - E = (C-D) * As on June 30, 2016 an amount of Rs 1363.36 lakhs has been incurred Amount (Rs. in lacs) 35,816.08 2068.48 33,747.60 26,447.60 The above statement has been placed before audit committee and they have reviewed that there has been no deviation in the use of IPO proceeds from objects mentioned in the Prospectus 7300 30-Jul-16 Page 6 of 7
Ujjivan Financial Services Ltd has informed BSE that a meeting of the Board of Directors of the Company will be held on July 29, 2016, inter alia, to consider the following: 1. To consider the infusion of further capital into its wholly owned subsidiary Ujjivan Small Finance Bank Limited ( Ujjivan SFB ) (incorporated on July 04, 2016) by subscribing to the shares of Ujjivan SFB, to increase the paid-up capital of Ujjivan SFB from the present Rs. 5 Lacs to at least Rs. 100 Crores in compliance with the RBI requirement, prior to making a final banking license application to RBI for commencing the business of a Small Finance Bank. 2. To consider and grant authorization for transfer of business of the Company to its wholly owned subsidiary Ujjivan SFB through slump sale as per the plan submitted to the RBI and as disclosed in the prospectus of the Company dated May 03, 2016, subject to the approval of the shareholders through a postal ballot. 3. To consider the change in its objects clause of the MoA of the Company so as to include to promote a bank and to register as a Core Investment Company as its object, in line with the RBI requirement subject to the approval of the shareholders through a postal ballot 29-Jul-16 4. To consider and approve the issue of Secured or Unsecured Rated, Listed and Redeemable Non-Convertible Debentures (the Debentures) on a Private Placement Basis subject to the approval of the shareholders. 5. To consider the appointment of Mr. Abhijit Sen (presently a Non-Executive Director of the Company) as an Independent Director, subject to the approval of the shareholders. 6. To consider coupon rate re-set of the existing NCD of Rs. 40 Crores as per the terms of the NCD. Ujjivan Financial Services Ltd has informed BSE that a meeting of the Board of Directors of the Company will be held on July 29, 2016, inter alia, to consider the following: 1. To consider the infusion of further capital into its wholly owned subsidiary Ujjivan Small Finance Bank Limited ( Ujjivan SFB ) (incorporated on July 04, 2016) by subscribing to the shares of Ujjivan SFB, to increase the paid-up capital of Ujjivan SFB from the present Rs. 5 Lacs to at least Rs. 100 Crores in compliance with the RBI requirement, prior to making a final banking license application to RBI for commencing the business of a Small Finance Bank. 2. To consider and grant authorization for transfer of business of the Company to its wholly owned subsidiary Ujjivan SFB through slump sale as per the plan submitted to the RBI and as disclosed in the prospectus of the Company dated May 03, 2016, subject to the approval of the shareholders through a postal ballot. 3. To consider the change in its objects clause of the MoA of the Company so as to include to promote a bank and to register as a Core Investment Company as its object, in line with the RBI requirement subject to the approval of the shareholders through a postal ballot 22-Jul-16 4. To consider and approve the issue of Secured or Unsecured Rated, Listed and Redeemable Non-Convertible Debentures (the Debentures) on a Private Placement Basis subject to the approval of the shareholders. 5. To consider the appointment of Mr. Abhijit Sen (presently a Non-Executive Director of the Company) as an Independent Director, subject to the approval of the shareholders. 6. To consider coupon rate re-set of the existing NCD of Rs. 40 Crores as per the terms of the NCD. Board of Directors of the Company at its meeting held on May 25, 2016 approved / noted the following: 1. Noted the falling away of the PART II of the Articles of Association of the Company post listing of Equity Shares of the Company and termination of the Shareholders Agreement dated March 13, 2015 and any amendments thereto. 2. Approved the change in categorization of the following directors from Non-Executive Nominee Directors to Non-Executive Directors: - Mr. Abhijit Sen - Mr. Jayanta Basu - Mr. Amit Gupta - Mr. Venkatesh Natarajan 25-May-16 3. Approved the incorporation of a wholly owned subsidiary of the Company which will be the proposed Small Finance Bank. Source: Stock Exchange filings Page 7 of 7