#1PRIVATE & CONFIDENTIAL truenorth True North Fund VII June 2022 Disclaimer: This presentation is solely for the use of the primary addressee and no part of it may be circulated, quoted, or reproduced for distribution by the recipient without prior written approval from True North Managers LLP 0 Confidential Copyrights Reserved © truenorth 1 For ICICI Securities Clients Only#2Agenda 1 Market Opportunity 2 True North Track Record 3 Investment Opportunity in True North Fund VII 4 Building Blocks 5 Summary 6 Annexure & Disclaimers 2 truenorth 0 For ICICI Securities Clients Only#3Opportunity in Private Equity $ +A Opportunity Access to Large pool of unlisted companies across emerging/ growth sectors Q Value Creation Outcomes Pick the right sub-sector $ Delta v/s public markets: Delivers material alpha Key Risk: Illiquidity PE investments comparable in size to Public markets Ability to transform: Get the right team & strategy Confidential Copyrights Reserved © Participate in a control / influential minority investment Build the right Board & Governance framework LOW Private Equity (PE) v/s VCs: Runs lower risk 3 truenorth 0 For ICICI Securities Clients Only#4Agenda 1 Market Opportunity 2 True North Track Record 3 Investment Opportunity in True North Fund VII 4 Building Blocks 5 Summary 6 Annexure & Disclaimers 4 truenorth 0 For ICICI Securities Clients Only#5True North: Our Purpose & Values Our Purpose: Deliver industry leading risk adjusted returns across economic cycles by building/partnering with valuable, enduring and socially responsible businesses Confidential Copyrights Reserved © Our Values Stay Humble. Sleep Peaceful. Forever Insightful. Always Innovating. Uncompromising Integrity. Continuous Excellence. Embrace Diversity. Nurture Collaboration. True North's "Right Way" Build a business: Purpose & focus, speed & simplicity, excellence Conduct business: Uncompromising integrity, transparent dealings & relationships, mindfulness of the environment & society Partner in business: Respect, team-work, believe people are fair in their conduct 5 truenorth 0 For ICICI Securities Clients Only#6Journey over two decades... Capital Raised COD Deployment Exits 12 (incl. co-invest) 吧 (incl. co-invest) (incl. co-invest) ◉ 6 Funds INR 17,500 Cr capital raised Confidential Copyrights Reserved © Returns¹2 (incl. co-invest) Value Creation¹2 (Attribution) ■ 61 investments INR 15,400 Cr capital invested 35 Full & 12 Partial Exits ◉ INR 18,400 Cr Capital Realized Overall returns: 2.2x/20% Gross INR IRR ◉ 5.3yrs Avg Hold Period Realized return: 2.6x/23% Gross INR IRR 2.7x gross realized return across focus sectors driven by: Operational performance (1.2x) Multiple expansion (0.7x) 1 Returns are prior to fees, expenses and GP share of Profits 2Realized returns includes expected realization from ACT sale (definitive documents signed) 9 Above information is as of 31 March 2022 (unaudited; TN's evaluation) truenorth 0 For ICICI Securities Clients Only#7Agenda 1 Market Opportunity 2 True North Track Record 3 Investment Opportunity in True North Fund VII 4 Building Blocks 5 Summary 6 Annexure & Disclaimers 7 truenorth 0 For ICICI Securities Clients Only#8Opportunity - True North Fund VII Investment Strategy Invest in 12-151 mid-sized, profitable, India-centric businesses. Our investment strategy identifies fast-growing and structurally attractive segments in our focus sectors Target Returns² (Pre-tax) Taxation (expected) Focus Sectors Target Strategy Mix Concentration Limits Average Hold Period4 Avg Ticket Size5 Fund Tenure Hurdle (Pre-tax) Management Fee GP Share of Profits 1Approximate range: Contingent on deal flow/size 2Indicative range that TN aspires to deliver Gross IRR 23% -25% Net IRR 18% -19% Long Term Capital Gains (40% exits through listing) Financial Services, Healthcare, Consumer & Technology 25% Digital-first 75% Native/ Traditional <40% Single Sector <10% Single Investment³ 4-6 Years INR 450 Cr to INR 675 Cr ($60M to $90M) 10 Years from Final Closing (Extendable with appropriate approvals) 10% Internal Rate of Return (INR) 2% p.a. plus applicable taxes (On Committed Capital during the commitment period & then on Invested capital) 20% (with 100% catch-up) 3 Regulatory limit for single investment is 25% 4Expected in ordinary course truenorth 0 8 5This fund will invest into deals alongside a larger international pool of money being raised in a separate vehicle managed by same Sponsor and/or its affiliates For ICICI Securities Clients Only#9Agenda 1 Market Opportunity 2 True North Track Record 3 Investment Opportunity in True North Fund VII 4 Building Blocks 5 Summary 6 Annexure & Disclaimers 6 truenorth 0 For ICICI Securities Clients Only#10How to deliver Superior Risk adjusted returns across economic cycles Institution Building Confidential Copyrights Reserved © Proprietary technology to enable superior decision making Technology Tenured Team Build Prop Investment Pipeline Industry Specialization Sector Experts for each focus sector Dedicated Operating Teams Thought Partners to Entrepreneurs/CEOs Trusted partner to Founders, CXOs & LPs Deliver value to each stake holder 83 One of the largest roster of CXO talent Values-aligned leadership III Track record with Banks & Rating Agencies - No True North company has defaulted Promoter to 25 Businesses Multiple Exit Routes Track record across public mkts, strategic & secondary More control deals than any other PE fund in India 10 truenorth 0 For ICICI Securities Clients Only#11Partnership team has 200 years of combined experience Homegrown sector focused Investment Partners, along with experienced operating team Investing Vishal Nevatia 223 22 yrs Managing Partner Operating Financial Services Divya Sehgal Partner 11 yrs Maninder Juneja 5 Partner yrs Centres of Excellence Anil 5 ESG Choudhary yrs Satish Chander Healthcare Partner 16 yrs Sumit Nadgir 5 Managing Director yrs Finance & Treasury Santhanam Rajagopalan 13 yrs Srikrishna Dwaram 16 yrs Partner Pramod Kabra* Partner 15 Ashutosh yrs Consumer & Others Talent Telang yrs Nitin NayakⓇ 10 Ashish Bhargava 13 Management Joylyn 3 yrs yrs Managing Director Partner Largo-Afonso yrs Technology Srikrishna Dwaram Partner 16 yrs Prasad Thrikutam Partner 3 Technology yrs Anand Narayan 5 yrs The Investment team includes 15 members incl. robust middle layer talent consisting of Principals, VPs, Associates & Analysts and total team strength at True North is ~40 people including corporate functions & admin Confidential Copyrights Reserved © @Across sectors Financial Services, Healthcare & Consumer *50% from Fund VII 11 True North Tenure 0 truenorth For ICICI Securities Clients Only#12Strong Operating Advisors Confidential Copyrights Reserved © AN Roy Former DGP, MH Current Board Member: GSK Ex Board Member: Bajaj Finserve, HDFC Bank Dhananjay Mungale Current Board Member: Mahindra Finance DSP Asset Management Dr Nagendra Swamy Group Medical Director & Chairman Quality Council at Manipal Hospitals Diwakar Gupta Director - CRISIL Ratings Ex SBI - MD & CFO, Ex VP at ADB MK Sharma Ex Chairman ICICI, Ex Vice Chairman HUL Rajeev Kher Ex Commerce Secretary, GOI 12 truenorth 0 For ICICI Securities Clients Only#13Board Strengthening: Chairmen @ True North Majority owned companies Confidential Copyrights Reserved © CB Bhave Ex Chairman SEBI Bupa nival Health Insurance *Ex-Chairman Anil Singhvi Ex MD & CEO Ambuja Cements Sekhar Natarajan* Ex CEO Monsanto Deepak Satwalekar Ex MD HDFC Limited MK Sharma Ex Chairman ICICI, Ex Vice Chairman HUL SHREE DIGVIJAY KAMAL CEMENT CO. LTD SEEDWORKS home first ACT POATE FO 13 truenorth 0 For ICICI Securities Clients Only#14Key Investments: Strong Sectoral Expertise Investments Updated as of March - 2022 HEALTHCARE FINANCIAL SERVICES Fund I 2001 $27m Fund II Fund III 2005 Fund IV 2010 $171m Total - 6 Total - 7 Full Exit - - 7 Full Exit - 6 A CARE KOS Biocon TTK HEALTHCARE TPA * CONSUMER Trinethra Quality First TECHNOLOGY Cepicenter OTHERS Confidential Copyrights Reserved © *Co-investment Offered Centurion Bank of Punjab 2007 $400m Total - 8 Full Exit - 7 $607m Total - 17 Full/Partial Exit - 10/5 Fund V 2015 $670m+ $500m* Total - 14 Full/Partial Exit - 4/5 Fund VI 2018 $560m + $500m* Total - 9 Partial Exit - 3 M A HEALTHCAR DM Manipal Hospitals LIFE'S ON TRIVITRON HEALTHCARE speaking your language Syngene Biocon company M HEALTHCARE fincare kotak INFINITY CORP (KVB) Karur Vysya Bank Smart way to bank Kotak Mahindra Bank. IDFC FIRST Bank ICICI Lombard -GENERAL INSURANCE- M C cloudnine KIMSHEALTH policy bazaar Compan Bay Save homefirst fincare com MAGMA Biocon Biologics Anthem InteGrace BioSciences FEDBANK FINANCIAL SERVICES LIMITED nival Bupa Health Insurance policybazaar Company Save com Trinethra 31.1 FM Radio City Quality First FM Ha Radio City ACT MERU RELY ON US ROBO INLOGISTICS GALA RDC Concrete SFO TECHNOLOGIES INNOVATIVE LO Expres The Greuth Mahindra CIE UEM CAKSHAYVINI A MEST Group Company 14 VKL KEYA Behind every great taste Hi Care Say Hi to Hygiene Camlin MERU RELY ON US BORN. NBHC™ tdps INDIAN ENERGY EXCHANGE IEX Zydus ACT Wellness SEEDWORKS sesa INDICO: actify data labs Dalmia Bharat Zydus Wellness QUEST BORN TO ENGINEER OORJA Above information captures investments managed & advised by TN SHREE DIGVIJAY KAMAL CEMENT CO. LTD truenorth 0 For ICICI Securities Clients Only#15Focus Sectors: Healthcare Experience & Performance Evaluated Over 500 deals Deployed Exits $680m across 14 deals 8 deals (incl. partial) Realized Returns on Exits¹ 2.6x MoIC | 30%+ Gross IRR Network Roster of 100+ CEOs/ CXOs M Extensive footprint across the spectrum Healthcare Delivery M A CARE HEALTHCAR Manipal Hospitals KIMSHEALTH HOSPITALS cloudnine LIFE'S ONE! Biotech Bid Biocon Biocon Biologics Anthem Domestic Formulations Health Insurance/TPA InteGrace BioSciences Medical Devices TRIVITRON HEALTHCARE speaking your language TTK HEALTHCARE TPA PRIVATE LIMITED Contract Research Syngene Biocon company Org Building: Worked with promoters to hire a senior leadership team Strategizing growth plan: Helped co develop a growth plan for expansion across different formats (clinics, pharmacies and hospitals) & evaluate acquisitions At investment: 16 clinics, 19 pharmacies, 3 hospitals, $7m EBITDA At exit: 100+ clinics, 200+ pharmacies, 19 hospitals, $123m EBITDA Biocon Syngene Biocon company Building Long Term relationships (like the Biocon Group) Building admired businesses through collaboration True North assisted in listing of both Biocon & Syngene on Indian stock exchanges; Exit through IPO & open market sale Delivered Return Profile on Exits 12 Syngene Diversified Exit Routes IRR: >25% A Biocon company M HEALTHCARE (TN-III) IPOs/Public Market Sale Biocon OM M HEALTHCA Syngene A Biocon company IRR: 15%-25% Manipal Hospitals LIFE'S ON InteGrace Strategic Sale Manipal Hospitals TTK HEALTHCARE TPA PRIVATE LIMITED (TN-III & TN-IV) TRIVITRON HEALTHCARE speaking your language LIFE'S ON! Confidential IRR: <15% 1Returns before fees, expenses & Copyrights Reserved©GP share of Profits TRIVITRON HEALTHCARE speaking your language M HEALTHCARE (TN-IV & TN-V) Financial Sale InteGrace 2Represents exits on investments above INR 50 Cr Above information captures investments managed & advised by TN 15 truenorth 0 For ICICI Securities Clients Only#16Focus Sectors: Financial Services Experience & Performance Evaluated Deployed Exits Realized Returns on Exits¹ Network homefirst K Over 400 deals $600m across 15 deals 12 deals (incl. partial) 2.4x MoIC | 24% Gross IRR Extensive footprint across the spectrum Healthcare Insurance/ Distributor Multi Product retail NBFCs / Banks niva Bupa Health Insurance ICICI Lombard -GENERAL INSURANCE- policy bazaar Compare Buy Save INFINITY CORP IDFC FIRST Bank Centurion Bank of Punjab KVB) Karur Vysya Bank Smart way to bank FEDBANK FINANCIAL SERVICES LIMITED com Roster of 150+ CEOs/ CXOs • Acquired controlling stake (74%) in '17 post demonetization Home Loans home first Micro Finance MAGMA Fincare • Acquired controlling stake (74%) in '10 Only Private Equity controlled platform to receive banking license (2017); Stake reduced when it became a Small Finance Bank (SFB) fincare • Perhaps one of the best built SFBS • True North continues to be largest shareholder 38% CAGR in AUM since investment; 1.5million+ customers, 570 outlets, operating in 12 states com Centurion Bank of Punjab IPOs/ Public Market Sale Diversified Exit Routes homefirst policy bazaar Ckotak Kotak Mahindra Bank Compan. Buy Save (TN-VI) KVB Karur Vysya Bank Smart way to bank MAGMA IDFC FIRST ICICI Lombard Bank -GENERAL INSURANCE- • ° One of the few PE funds to own majority in in a Housing finance company Two level jump in rating within 90 days of investment; Doubled the number of lending relationships; Deepened their distribution and built a new product AUM increased by 5x+ in 5 years at 40% CAGR Pre-IPO sale (30% holding) to Warburg in '20; TN is still the largest shareholder Extensive support through IPO process in '21 Delivered Return Profile on Exits 12 IRR: >25% homefirst policy bazaar Compan. Buy Save (TN-V & TN-VI) IRR: 15%-25% fincare (TN-IV & TN-V) IRR: <15% Confidential 1Returns before fees, expenses & Copyrights Reserved © GP share of Profits IDFC FIRST Bank MAGMA 2Represents exits on investments above INR 50 Cr 16 Strategic Sale Centurion Bank of Punjab Financial Sale fincare homefirst (TN-IV & TN-V) policybazaar(TN-V) Above information captures investments managed & advised by TN Compun Buy Save truenorth 0 For ICICI Securities Clients Only#17Focus Sectors: Consumer Experience & Performance Evaluated Deployed Over 500 deals $900m across 17 deals 12 deals (incl. partial) Exits Realized Returns on Exits¹ 3.0x MolC | 30%+ Gross IRR Network Roster of 100+ CEOs/ CXOs Extensive footprint across the spectrum Food & Beverages Broadcasting & Entertainment Household & Personal Products Broadband Internet Services Zydus Wellness * VKL KEYA Seed Mfg. & Distribution SEEDWORKS Behind every great taste Hi Care Say Hi to Hygie ACT 811FM Radio City FM We Radio City Ride Hailing industry Hotels & Restaurants MERU RELY ON US sesa Camlin INDICO Retailing Trinethra Quality First TN-III acquired controlling stake (75%) in '08; TN-V, TA, other investors invested in '15 when TN-III exited; All '15 investors exiting in '22 3rd largest wired broadband private player; 1.9m subscribers; 19 cities ACT • Fully professionalized management Gained market share in a highly competitive environment Within top 40 GPTW² ranking Revenue grew 40x, EBITDA grew 100x Delivered Return Profile on Exits 12 IRR: >25% IRR: 15%-25% IRR: <15% Confidential 1Returns before fees, expenses & Copyrights Reserved © GP share of Profits Trinethra ACT Quality First ACT (TN-V) (811FM Radio City FM Me Radio City Trinethra • Quality First • • TN's first control deal; invested in '04 from TN-I and in '05 from TN-II Grocery retail operations with presence - 73 stores in 7 cities Hired a solid CEO & management, built robust systems & processes The eventual acquirer, Aditya Birla Group, retained - the team, platform initiatives, the systems & processes - instated by TN ⚫ Trinethra serves as a testament to the organizational strengthening led by TN Diversified Exit Routes SEEDWORKS (TN-III) IPOs/ Public Market Sale * Camlin MERU RELY ON US (TN-III & TN-IV) VKL Behind every great teste 2 Represents exits on investments above INR 50 Cr 17 Strategic Sale Trinethra Quality First (TN-I & TN-II) (81.1FM Radio City FM Me Radio City MERU VKL RELY ON US (TN-III & TN-IV) SEEDWORKS ACT (TN-III & TN-V) Financial Sale Above information captures investments managed & advised by TN Behind every great taste truenorth 0 For ICICI Securities Clients Only#18Focus Sectors: Information Technology Technology Industry Strategy Pillars Partnership model with Corporates/ Management teams Opportunistic investments in listed technology companies Opportunistic investments in new age technology companies $ 50-100 Mn $ 25-50 Mn $ 20-30 Mn Proactive deal angle creation ongoing across the spectrum True North's Expertise QUEST BORN TO ENGINEER actify BORN Key Transactions In Nov 2020, TN invested $50m in one of the largest outsourced ER&D player globally In 2018, TN had invested in Actify labs - a data science and engineering company In 2011, TN invested $43m in Born - an award-winning digital transformation company with fortune 500 clients Opportunity in the space o Led by an industry veteran (Ex Head of Americas business- Infosys) with vast strategic and operational expertise o This will augment our opportunity identification and value creation post investment o Significant tech domain built over the past 2 decades Focus sector for True North since 2018 Dedicated senior team and resources across TN team to ensure best-in-class execution o TN has made one investment recently (QUEST) from Fund VI and has evaluated over 150 deals Confidential Copyrights Reserved © Notes: Above information includes co-investments 18 truenorth 0 For ICICI Securities Clients Only#19Agenda 1 Market Opportunity 2 True North Track Record 3 Investment Opportunity in True North Fund VII 4 Building Blocks 5 Summary 6 Annexure & Disclaimers 19 truenorth 0 For ICICI Securities Clients Only#20Why invest: First time in 23 years, True North - a top tier PE firm is raising money domestically Attractive tax efficient returns Delivered 23% Gross IRR¹ on realized portfolio & Tracking 20% Gross IRR¹ on our NAV No True North Fund has lost capital till date Relatively tax efficient for investors (through 40% listed exits) Benefit of diversification across Time / Sectors / Investment concentration within the Fund Low re-investment risk Large Opportunity Well backed Fund Manager Confidential Copyrights Reserved © Current Market correction: One of the best PE Vintages Access to large number of companies in private space on track to become Unicorns 。 Deep sectoral experience of True North ACT O Bupa nival policy bazaar Compare Buy Seve Health Insurance 3rd largest SAHI player in India India's largest online platform for insurance and lending products 3rd largest wired broadband service provider in India Anthem G cloudnine BioSciences 7th largest independent CDMO in India India's first maternity specialty hospital chain SHREE DIGVIJAY KAMAL CEMENT CO. LTD One of India's pioneer in manufacturing cement Biocon Syngene Deep relationship with leading global biopharmaceutical co. homefirst One of leading affordable housing finance cos in India True North has strong support from marquee Institutional Investors • Main vehicle for Fund Manager's own monies 1Returns are prior to fees, expenses and GP share of Profits 20 truenorth 0 For ICICI Securities Clients Only#21Agenda 1 Market Opportunity 2 True North Track Record 3 Investment Opportunity in True North Fund VII 4 Building Blocks 5 Summary 6 Annexure & Disclaimers 21 truenorth 0 For ICICI Securities Clients Only#22Other Terms - True North Fund VII Share Class Structure Class A4 Class A6 Hurdle (Pre-tax) INR 25 Cr- INR 250 Cr 10% p.a. Management Fees¹ 2% p.a. Share of Profits Placement Fees 20% INR 3 Cr- INR 25 Cr 2% p.a. 20% 1% Fund Category Sponsor & Manager Trustee Final Closing Commitment Period Placement Fee Operational Fund Expenses Upfront Contribution Drawdown Amount Tentative Drawdown Schedule² (% of commitment) Minimum Commitment 10% p.a. SEBI approved CAT II - AIF (Close Ended) True North Managers LLP True North Fund Trusteeship Entity Private Limited 18 Months from Initial Closing (Extendable by 6 months with appropriate approvals) 5 Years from Final Closing (in accordance with the fund documents) 1% Upfront at the time of commitment (Applicable for eligible investors with commitment less than INR 25 Cr) At Actuals (Estimated to be 0.5% p.a. of commitment over Fund life) 5% of Capital Commitment (At the time of execution of documents) Based on the Capital call made by the Fund (Except for upfront contribution) To be paid within 20 calendar days from capital call notice Yr 1 30-35% (incl. upfront contribution) INR 3 Cr Yr 2 25-30% Yr 3 25-30% Yr 4 20-25% Type of Investors Person resident in India and Person resident outside India including non-resident Indians (In approved geographies including US) including high net worth individuals, Hindu undivided families, banks, financial institutions, bodies corporate, partnership firms, registered and unregistered trusts, societies, association of persons etc. 1Calculated basis the commitment during the investment period, and post the commitment period, basis the invested capital 0 22 2 Manager can call capital on need basis and the schedule is purely an estimation truenorth For ICICI Securities Clients Only#23General Disclaimer, Disclosures and Risk Factors • . • • • • The contents of this material have been prepared for initial discussions only and may undergo change in the future and are qualified in their entirety by the private placement memorandum ("Memorandum") of True North Fund VII (the "Fund") and the definitive documentation to be entered into for the Fund (the "Fund Documents"). Any inconsistency between the contents of this material and the Memorandum or the Fund Documents shall be resolved in favour of the Memorandum and the Fund Documents. In case of any inconsistency between this material and the Memorandum and the Fund Documents, the contribution Fund Documents shall prevail. This material has not been approved by any supervisory authority and the required regulatory approvals referred to herein, may not be obtained yet or may not have been applied for yet. The Memorandum and this material has been prepared on the assumption that the legal and tax structure required to conduct the activities of the Fund has been fully implemented and that all requisite legal, regulatory, tax and other clearances have been obtained by the Fund, and its sponsor, investment manager, trustee and their affiliates (as relevant). The information contained herein is strictly confidential and proprietary to True North and is meant solely for the benefit of the addressee and shall not be altered in any way, transmitted to, copied or distributed, in part or in whole, to any other person or to the media or reproduced in any form, without prior written consent of the True North. Further, certain information in this material has been obtained from third parties and none of True North, its affiliates or their respective partners or employees assume any responsibility for the accuracy or completeness of such information. Further, the information contained herein should not be construed as forecast or promise. This material is provided on the understanding that each recipient will maintain the confidentiality of, and not distribute, disclose, reproduce or use (in whole or in part) the information without the prior written consent of True North. Each recipient agrees to promptly return this material at the True North's request. By accepting delivery of this material, the recipient shall be taken to have agreed to such responsibility. The recipient of this material is urged to read the Memorandum and is advised to consult their own legal and tax consultants/advisors before making any investment in the Fund. By accepting delivery of this material, the recipient shall be taken to have agreed to the above. The recipients should also note that there can be no assurance that any of the prospective investments, if any, described in this material, will be consummated or any other arrangements with any other person will fructify, or in either case continue even if consummated or fructified. The committees or boards mentioned in this material may differ or change from time to time. Further, the investment professionals and members of any committee or board referred to herein involved in investments may differ or change from time to time. Further, references to any persons supporting the Fund or otherwise participating in the Fund or being involved in any manner should not be construed as arrangements that are subject to legally binding commitments. The information set forth in this material has been compiled as of the date hereof unless stated otherwise herein and the delivery of this material does not create any implication that the information contained herein is correct as of, or at any time subsequent to, the date mentioned herein. True North does not undertake to update or correct any information herein. No representation or warranty, express or implied, is made or assurance given by True North, it's affiliates or their respective partners or employees and, without prejudice to any liability for, or remedy in respect of, fraudulent misrepresentation, no responsibility or liability or duty of care is or will be accepted by True North, it's affiliates or their respective partners or employees: (A) as to the fairness, accuracy, completeness, currency, reliability or reasonableness of the information or opinions contained in this material; or (B) for updating this material, correcting any inaccuracies. None of True North, it's affiliates or their respective partners or employees shall be liable for any loss (direct, indirect or consequential) or damage suffered by any person as a result of relying on any statement herein or omission from, as per this material. Nothing contained herein may be relied upon as a guarantee, promise, assurance or a representation as to the future. No assurance can be given that the investment objective or investment strategy of the Fund will be achieved or that the investors will receive return of their investment or not incur losses, including loss of capital. The recipient is cautioned not to put undue reliance on any of the assumptions, scenarios, projections, target returns, expected coupons / returns or other information contained herein. Investing in securities including equities and derivatives involves certain risks and considerations associated generally with making investments in securities. The value of the investments may be affected generally by factors affecting financial markets, such as price and volume, volatility in interest rates, currency exchange rates, changes in regulatory and administrative policies of the government or any other appropriate authority (including tax laws) or other political and economic developments. Consequently, there can be no assurance that the objective of the Fund would achieve. The value of the portfolio may fluctuate and can go up or down. Investors could lose some or all of their investment. The securities/sector(s) mentioned in this material do not constitute any recommendation of the same and the portfolios may or may not have any future positions in these securities/sector(s). Investor could lose some or all of their investment. As with all debt securities, changes in interest rates may affect valuation of the portfolios, as the prices of securities generally increase as interest rates decline and generally decrease as interest rates rise. Lack of a well-developed secondary market, which may restrict the selling ability of the portfolio(s) and may lead to the investment(s) incurring losses till the security is finally sold. True North does not guarantee the returns and / or maturity proceeds thereon. All recipients of this material must before dealing, and/or transacting in any of the products referred to in this material must make their own investigation, seek appropriate professional advice and carefully read the Memorandum. Actual results may differ materially from those suggested in this note due to risk or uncertainties associated with our expectations with respect to, but not limited to, exposure to market risks, general economic and political conditions in India and other countries globally, inflation, etc. There is no assurance or guarantee that the objectives of the Fund will be achieved. True North's investment decisions may not be always profitable, as actual market movements may be at variance with anticipated trends. The investors are not being offered any guaranteed or assured returns. True North reserves the right to modify or make investments in accordance with the provisions of the Fund Documents. The details of the deals/investments observed in the recent past is provided only for illustration. There is no guarantee or assurance of such deals/investments will be executed by True North 23 truenorth 0 For ICICI Securities Clients Only#24General Disclaimer, Disclosures and Risk Factors • • • • • • . • • • True North does not warrant the accuracy, reasonableness and/or completeness of any information. Past performance is not indicative of future results and there can be no assurance that the Fund will achieve its goals. We have included statements/opinions/recommendations in this material, which contain words, or phrases such as "MAY", "WILL", "SHOULD", "EXPECT", "ANTICIPATE", "ESTIMATE", "INTEND", "CONTINUE" OR "BELIEVE" and similar expressions or variations of such expressions, that are "forward looking statements". By their nature, all forward-looking statements involve risk and uncertainty. Any forward-looking statements contained in this material speak only as of the date on which they are made. True North, including its affiliates and any of its directors, officers, employees and any other persons associated with this shall not be liable for any loss, damage of any nature, including but not limited to direct, indirect, punitive, special, exemplary, consequential, as also any loss of profit in any way arising from the use of this material in any manner whatsoever and shall not be liable for updating the material. Description of certain risks involved would be set out in the Memorandum, if and when issued, or the Fund Documents. Such risks should be carefully considered by the recipient before making any investment decision. No reliance should be placed upon the contents of this material by any person who may subsequently decide to apply, or not apply, for interests in the Fund and/or any funds managed, advised or sponsored by True North and/or its affiliates. The recipient alone shall be responsible/ liable for any decision taken on the basis of this material. This material and the information set forth herein is not targeted at the residents of any particular jurisdiction or country and is not intended for distribution to, or use by, any person in any jurisdiction or country where such distribution or use would be contrary to local law or regulation or require compliance with any local filing requirements. It is the responsibility of the recipient to satisfy itself as to full compliance with the applicable laws and regulations of any relevant territory, including obtaining any requisite governmental, regulatory or other consent (where applicable) and observing any other formality presented in such territory. Further, any rates of return and other yields mentioned are indicative only and may change depending upon prevailing market, taxation, regulatory and other relevant factors. Prospective investors should carefully consider the risks involved in an investment in the Fund, including but not limited to those discussed below. Prospective investors should also carefully review the section entitled "Risk Factors" set forth in the Memorandum for further discussion of the risks associated with an investment in the Fund. Investing in the Fund is highly speculative, involves a high degree of risk, and is not intended as a complete investment program. The Fund is designed only for sophisticated investors who are able to risk losing their investment in the Fund and who have limited need for liquidity. Prospective investors should consult their own legal, tax and financial advisors as to all of these risks and an investment in the Fund generally. General. All securities investments risk the loss of capital. No guarantee or representation is made that the Fund will achieve its investment objectives or avoid substantial losses. An investment in the Fund is speculative and involves certain considerations and risk factors which prospective investors should consider before subscribing for interests in the Fund. A prospective investor should consult its own legal, tax and/or financial advisors prior to investing in the Fund. No guarantee of Performance. The Fund's investment program will focus on investments in various securities, which are subject to, without limitation, risks associated with limited diversification, leverage, interest rates, volatility, the Indian economy regionally and nationally, credit deterioration or default risks, system risks and other risks inherent in the Fund's activities. Reliance on the investment manager's key personnel. The investment manager will have sole investment discretion for the Fund; consequently, the Fund's success will be highly dependent on the expertise and performance of investment manager's investment team. Further, it is anticipated that the performance of portfolio companies will depend heavily on their respective management teams, and there can be no assurance that such teams will be able to successfully operate such portfolio companies. The loss of certain key individuals could have a significant adverse impact on the business of the Fund. Diversification. Though the Fund will seek to diversify its investments, there is no guarantee it will be successful in doing so. For instance, geographical concentration of the Fund's participation in a limited number of investments could lead to the Fund's aggregate returns being substantially and adversely affected by economic trends in a particular region or the unfavourable performance of even a single investment. Limited Liquidity. An investment in the Fund provides limited liquidity because (a) the interests are not freely transferable and withdrawal rights of holders of the interests is prohibited, and (b) no secondary market for interests in the Fund exists or is expected to develop. Fees and Expenses. Investors in the Fund will bear significant expenses, including without limitation, the Fund's organizational expenses, any carried interest, management fee, and various other expenses associated with the Fund's operations. These expenses will reduce the Fund's profitability, and there can be no assurance that the Fund will generate revenues in excess of the expenses it bears. General Economic and Market Conditions. The Fund's success will be affected by general economic and market conditions in India and globally, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation of the Fund's investments), industry-specific events, trade barriers, national and international political circumstances (including wars, terrorist acts or security operations). Changes in regulation. Changes in the regulation of financial markets, private funds, or private funds' trading activities may adversely affect the ability of the Fund to pursue its investment strategy, its ability to obtain leverage and financing and the value of investments held by the Fund. It is impossible to predict what, if any, changes in laws and regulations may occur, but any legal or regulatory changes could have a material adverse impact on the Fund's performance and/or increase the Fund's exposure to potential liabilities and compliance costs. Investor Default or excuse: If an Investor fails to pay when due all or any portion of a Capital Contribution or other payment required to be made to the Fund or is excused from an Investment, and the Capital Contributions made by other Investors and borrowings by the Fund are inadequate to cover the defaulted amounts, the Fund could be unable to pay its obligations when due. As a result, the Fund could be subjected to significant penalties that could materially adversely affect the returns to all Investors. In addition, each Defaulting Contributor could incur significant economic losses, including, without limitation, forfeiture of capital and distributions, forced transfer of its Interests at a discounted price and loss of the right to make future capital contributions to the Fund. Subject to the limitations in the respective Contribution Agreements, the Manager is permitted to require an additional funding of Capital Commitments from the non-defaulting Investors or non-excused Investors to the extent of their Undrawn Capital Commitments, to fund the shortfall caused by the Contributor in Default or excused Investor. This may result in a Contributor contributing a larger amount to a particular Investment, thereby increasing the risk in the event that the Investee Entity does not perform well. 24 truenorth 0 For ICICI Securities Clients Only#25Thank You PRIVATE & CONFIDENTIAL Disclaimer: This presentation is solely for the use of the primary addressee and no part of it may be circulated, quoted, or reproduced for distribution by the recipient without prior written approval from True North Managers LLP 25 truenorth 0 For ICICI Securities Clients Only