lnlirnnlilirrn Vlcrrrollrnclrrnr lrrir atc & (.onltclcntiall)liii lLrrl'' li r0l{)

lioT l)rir 01c c'ircLrlatiun Onlr

3,6 ACCOTJN'I'ING CONSII)F]IT1\'I'IONS

Special accountiltl,l, consiclerations nta\ appl) to ccrtailt tl,pes ol- taxpa),ers. potential Investors aretlt'ged to consult u ith lheir o\\ n ACCountirrs rrrlr irrrr.s Io tlc-terntirri: inrpi icatiorrs oj'this irtvestrlcnt.

3.7 Sliclt llll'\'l\{AYt}[. INSt]F't'tCIIri't"I'() tillt)Iit]M'I'HE t)tiBEN.t.tiRlis

Itt tile event that the C.otltpatll is trnable to nrect its par,'nrerrt ancl other obligations tor.varcls lnvestorsutlder the terrns tll'tlte [)cberttttres. the Debentrrre'['rLrstee rnay er]force the Securitl,as per the termstll- securit\ clocurttcrlts. atlcl ttther related clocunrents. J'he Investor's recovery in relation to theDebenttrrcs rlill be sLrb.icct to (i)tlre rrtarliel \alue ol-such secLrrecl proper-t). (ii) finding rvilling buyersfor the Sectrr-itr at a pl'ice strl'flcicrrr 1() r'cpa\ thc;rotcntial lnvestors arroupts outstaircling,,r,l"ith"I)ehcrltLrres. l'llc raittc reitlisetl liorn tlrc cnlbrcenrcrrt o1-the Sccrrritr rrar be rnsLr f1lciert to redeerrthc DebentLrrcs.

3.tt MAl'uRlAL ( llAN(;t.S lN I{ll(ltrt,Al'tONS TO wHICII 't'HI,t ISStiER tsStlli,lliC"I COL;l.D llll'Atlt 'l'lIE ISSt,lilt'S ABILITY TO M[]E't' pAyMI,]NT. ORo'[H t,] tt o t]t,t(i,,\Tt oN S.

l'hc IssLtcr is sLrb.icct;tctlcrall-r til clrartges in Incl iun larr. as rrcll as to charrsc: ip gorelrpreltlcsLrlalion: arrrl policics ancl lrccorrrrtinq ltr.inciplcs. Artr chanqes in the rcgLrlator! fru,r"*,ork cor_rlclatlrerselr allcct thc profitabilin ol'the Issucl or its iirtLrre iinancial p"iibr,ru,i.". by reqLriring a|c-'l|rrctrrIiirs ol it: uclir itic:. inc|casing costs or.trtlrcni isc.

3.9 t.E(;.\t"t't'\'otrt,Utt(HASFI

f)otetttial ltlrcstors o1'the I)eber]tLlres uill be responsible lbr the lar.vfirlness olthe acquisition of theDeberttLrres. $'llcthcr Ltncler the laus ol-tlre.iLrrisc'liction of its incorporation or tlie-iurisdictiorr in whichthcr tlpcratc- or fbr cotllpliarlcc bt that potenlial lnvestor with arry law. regLrlatiori or regulatory policy:tpIlieltlric l,i il

J.l0 t,()t_t't't('.\t,,\NI) t.(.O\ONil(, t{tsK tN TNDIA

Ihc issLicr' ()pcl'ttlcs tllllr n rtltin lrtcl ia and. aceortl incl-i" all of its r.evenLles are clerived frorn tltedtlrnestie ttlaIlict. ,'\s a t'csttlt. it is higlrlr clcpcnrlcnl on prer.ailing ecorronric cgpclitigps irr Ipclia ancji1s rcsttlts ol- ollcratiorts arc signillcantlr allccrccl br fhctors iniluencing the Ipdiap ecoporr.v,. A1Lttlce rlaitl cc(),1()lllic sitLraliorl. itt lrtrl iit ancl !lloballr " cotrlrl restrlt irr a lLrrllter slo\\,d()\\,1 i, econclnricg|tliitil- itlrcslttlctlt lltt(l cttltsrttttltlitlt. ,\ slorrclorin irr thc ralc ttl'grol,th irr the IpcJiap ecrtlorn' coulcl|csLtlt ill louer cictttittltl lbr crcclit ancl otltcr llnancial 1;roclucts ancJ serr,ices and higher clef-aLrlis. AnysloItltlr"Il ilt the st"tluth or ttcgatirc grttulh ol'scelttrs *hcrc thc lssuer 6as, relativelv higherc\l)osLrrc cotrld ltclrelsclr ilttpact its pu-lbt'nrancc. An\ such slorvtlo1vl c6uld aclver-sel' aftecl its[rusi ttcss. Prospccls. restt lls ttt' opcrat iuns arrcl llnanc ral iond ition.

3"I I ITISKS IT[]I,A1'IiD 'I'O TIII,] T}T]SINI.]SS ()F TIIE ISSTJIiR

(a) T-he Issuer ptovides bttlh sec'urerl orul unsecured louns lo lhe clients untl if the Issuer isurrobla lrt cttntrttl lhe lev'al o.f non-per.fitrnring louns ("l,lPAs") in the.f uture, or if tlre Issuer,sItttttr lrtst rcsarvc\ ure irtsu.f fit'iurl Itt t'tn'cr.fitture lourt lrtsses, the-finurtciul cttnlition ondrcstrlts ,f ,pe rttrirtts nt,.r' h, nrureritrll-1' tt,tl trtlt,arsel-l. tt//cc,red.

\ ntlr.irrrit-r ol'titc I_,sLrcr- \ I()llts lr.e lrr rire \rr!ii1 ll1 ntotir. ltfcd cloLrble bolloll line enterprisesatrcl tlrc clicrrts ol thcsc louns irrt,,,l tltc lrrglr r.r:k ultcs,or.-\. [.hcrc is Lrnccrlaintr olt the client.slrbilitr to firllll its loarr obligations it can lre cli1'llctrlt to rerit-r,all client details and assess therisli. SLrch tloti-1.lct'lirrtltittg itr lori clcclit qtralrrr Ioans can negati\.elv ilrpact tlLrr results ofr)pcrat ionS.

' - ^ lya Finance For lnctusive Growth pvt. Ltd. Ananya Finance For lnclusive Grovyil, f., ,' | ' , i

t1

Au"

I n lirrntat i orr l\,1 cntor.lurci u n.r

i)arc .lLr.c 25.2020 lrrivare & Conlldential( lhrs lrrlirrrrr.ti.tr \1crr.r',rilrr, rs,cillrcr'. rrrosrrccrLrs,or ir sr.rr.rrcnr in ricu ,ifliJj]],it:"lfilrcLrlation

onll'

(b)

(c)

(d)

(e)

l2l(a)

(b)

t3I(a)

(b)

Lease ObligationDebt SecuritiesBorrowings (Other than Debt Securities)Other financial liabilities

Non-Financial LiabilitiesP rov isio n s

Other non-financial liabilities

EQUITY

Equity Share capitalOther Equity

Total Equity

Total Liabilities and Equity

170.86

1,561,0g

15,919.67

4,132.6715,g95.L1

3,342.932t,712.01. 19,357.00

s2.98

43.4034.66

44.5696.39 79.22

6,602.92

3,872.665,537.37

2,479.L010,475.58 8,0!5.47

32,283"98 27,45t.69

thorised Signatory

SFIC'I'lON S: IU.]C;Ut.A.t.ORy DISCLOStJRES'l-he ltilbrtlllttitlll Mctlttlrallclrtt.tt is prepa'ccl i. accorclarrcc w.ith the provisions of'SElll Debt L.istingRcgtliati()lls ittlcl irl this sccli.rt" thc IssLrcr lras set orrt thc clctails reclrirecl as per ScheclLrle lof-theSI:[]l I)chr Lisrine [{c!.ularions.

5. I l)ocumcnts Subrnitted to thc Firchanges

l-he ibil.*iirg clocr-rrrcrts hale been / slrail be sLrbrnittecr to the tsSIr:

(a) i\lctllot'titlclttllt alld A|ticlcs o[',\ssociatiorr o['thc IssLrer ancl necessar\. res.lutior(s) for their I lotntcnt ttl' tltc [)cl_rcnt rlrcs:

(l)) ( trllr ol'llrst .l ( | ltr.e e ) \ cat.\ uLrrlitcrl r\rtrrLlrl Ic11rr1s.1e') slatcrltcltl {r)l)lirlllirlr Pltt'tte rt liir': ol. tilrtcs ol" ancl parlics to all ,raterial colrtracts andil!,t'cutllunl>:(d) ('op) o1'thc rcsolLttiotl pa-sscc1 b-l tlre shurclrrlclers of'the Cornpanv at the [-.rtra-ordirrary(jcitcritl \'lceting Itelcl on .lLrnc 15. 2010. aLrthorizing thc issr-re/of-fbr o1. nol_conyertible

rlchcntrrr.e: it_r thc C ontltartr.:(c) (

''r1lr trl'illc t'cstilLttioll llassctl b.r thc lloa|cl ol'[)i|ccttlrs aLrthoIizing llre issuance o1. the[ )c bcn 1 rrrc,r artrj t lte i ist r-r l- a Ll t]rrtr.i zcci s i qnirttrr.i cs :iii ( crtrllccl rr.t-tc c()p-\ ot'lltc rcsttirrtion lta.,r:cr,l b_r ihu Lot]tpalt].at the [rrtra_()rclinarl GeneralNlcctirls hclcl rltl Marclr 19" i0l[3 aLrlhorizingthe conrpanv to borrorv. upol suclr tern]s asthe [loard rna-r thirrli lit" Lrptoair asgregare lirnitol'Rs" 500.0b.00.000i-lRLrfees Five HLrndrecl('r'or.cs onir ):

(g) i\lt Lrrttlcllaliitlg, litllll lilc Issttcl statins that lhc nccessary docLrnrerrts 1.or the creation of thcclta|ge' itlcitrclirls thc I)ebentLtt'c 'l nrst [)cecl rroLrlci be executcd witlrin the tirne fiarneprescribecl ill tlle r-elerallt regtl lations,racts,rllles etc. and the sanre w,oLrld be uploadecl on the

::i:::::1.:he BSI:" $'here the clcbt sccurirics hare heen Iistecl. wrthin 5 (five)r.vorkirrgclal,s

ul e\eeulrtrn r,l llte :littte(tt) \\hel'c applicablc' atl tttlclcrlal'ing tlrat Pcrnrissionicorscrrt liorl t5e,rior crcditclr ibr ascetlttci ot'l)(tt'i /)(t\'\ttchargc be irrs crcutccl. irr fhror ot-thc trustecs to thc prnposcd issue hasheurr irbtarncrl. lrnci(i)

"\tt-r otllct lllt|tictllltr': r.rr cioerrnrents tlrat tlre lccognizecl stoci, ercha,qc i,a_r call litr as itdecrits llt.

Ananya Finance For lnclusive Growth !vt' Ltd'

t ^Jv i7

Information MemorandumDate: .lune 25.2020

(This Infbtmation Memorandum is neither a prospectus nor a statement

Private & ConfidentialFor Private Circulation Only

in lieu of a prospectus)

Delay Penalty In the case of a delay in the execution of Debenture Trust Deed and theSecurity documents, the Issuer shall refund the subscription with the agreedrate of interest or shall pay penal interest of 2Vo (Two Percent) per annumover the and above the applicable Coupon Rate until such time theconditions have.been complied with at the option of the Investor.

No Early Payments Any early redemption of the Debentures can only be pursuant to theapplicable SEBI, RBI Regulations and subject to the prior written consentof the Majority Debenture Holder(s). The Majority Debenture Holder(s) atits sole discretion may permit an early redemption, under the condition thatthe Company shall hold the Debenture Holder(s) harmless from all costs,

expenses, losses or liability incurred due to the prepayment in accordancewith [Clause 32 (Indemnity) of the Debenture Trust Deed.]

Tenor 36 (Thirly Six) months from the Deemed Date of Allotment

Maturity Date June 30, 2023 being 36 ('l-hirry Six) months liom the Deemed Date ofAllotment

Redemption Amount 10,00,000/- (Rupees Ten Lakh only) per Debenture on the Maturity Dateplus accrued Coupon. Further, the aforesaid amount would be payable withthe Default Interest (if any), and other such costs, charges and expenses ifany, payable on the Due Date(s) under the Transaction Documents.

Redemption Premium./ Discount N.A.

Issue Price 10,00,000/- (Rupees Ten Lakh only) per Debenture

Discount at which security isissued and the effective yield as aresult of such discount

N.A.

Face Value 10,00,000/- (Rupees Ten Lakh only) per Debenture

Minimum Application size and inmultiples of I thereafter

5 Debentures and in multiples of I Debentures thereafter

Issue Timing Issue Opening Date: June 29,2020Issue Closing Date: June 29,2020Deemed Date of Allotment:June 30,2020

Issuance mode of the Instrument Demat only

Trading mode of the Instrument Demat only

Pav-in date T+1

Settlement mode of the Instrument ICCL

Manner of Bidding Open Book

Mode of Allotment Uniform Yield

Depositories NSDL.

Business Davs Means a day (other than a Saturday, Sunday or a 'public holiday' for thepurpose of Section 25 of the Negotiable Instruments Act, I 881 (26 of 1881))on which banks are open for business in Mumbai, India.

Business Day Convention If any Coupon Payment Date or the due date for the performance of anyevent falls on a day that is not a Business Day, the payment shall be madeon the immediately succeeding Business Day.

If the Maturity Date (also being the last Coupon Payment Date) of theDebentures falls on a day that is not a Business Day, the redemptionproceeds shall be paid on the immediately preceding Business Day.

Ananya Finance For lnctusive Growth pvt. Ltd. 38

I l lirlnlrliltt \lctttot ltlttlLttll

I )rrtr .jurtf lr." l0l0

I)ri\ illc .t ( olllidcrrtillIrol I)ririite ( treLtlatiLrrt Otllr

( I ltis lnlirrntation \,lcntO|rrn.ltrDt is ncilhcr ll prospcetus 1t()t it statclllallt irl licrr of a prospccttl))

i iltcresl pa),able under tlte Issue in ternts of the Trattsactiotl Docttt.t-tellts, ("Tax f)eduction"), the

Conrgrarv slrall rrake slrch Ta\ Declurction ancl shall sitrLtltatleotlsly pa)'to the Debetlture Holders

sLlch acl(litioltal rulouuts as uta\/ be necessarl'in order that the llet al'].loLlllts received b,v the Debetlture

lj.lclers alier t5e lax Deduction shall eqLlal the respective amoulrts r'r'hich u'ottld haYe beerl

i.ccrirrble br tirc [)ebenturc [[olclels in the absence ol-stlch-lar Dcclucticlll.

U.26 Lette rs of Allotment

-[hc letter of allotntent, indicating allotment of the Debentures. rvill be credited in derraterialised

fb,, ri,ithin 2 (Two) Business Days frorn the Deerned Date ol'Allotment. 'lhe aloresaid lefter of

rllotnrert shall be replaced rvith the actual credit of Debentlrres. in dematerialised fornl. i't'ithitl tt

.rarirrtrrr.r of 5 (Five) Business l)ay,s frorn the Deernecl Date o1'Allotnrent or sttch lleriocl as is

lrerrn issiblc trrtcler Applicable l.arl .

ti.27 1)eernetl D:rte of Allotnre nt

All thc be,efits under the Debentures r.vill accrLre to tlte lttvestor liotll the specified Deelnecl Date of

Allrxnrcrt. 'lhe Deerned Date of Allotment for the IssLre is June 30, 2020 b,r'u'hich date tlle lllvestors

u ririlti [rc intintatec] of allotrrlerlt.

tt.2ti Retortl l)atc

i'he llecolcl L)trte rvill be l5 (Filicen) calendar da1's prior t0 arrv DLre Date.

8.29 l{clunds

lror applicants n,hose applications have beert rc.iectc'cl or allotted irl part. refLrnd ordet's lrill be

disltarcired ri ithin 7 (selen) clar s ll'onr tlre Dee nteil Datc ol .\llotrllellt olthe DeberltLlres.

l* c:ise tlrc lssrrer has receiveci nrone\ frorr applicants tirr [)ebentrtres itr ercess tl1'the augregate o1'

thc rltitlicatiolt utoltey relating to tlre Debentures in rcspect o1'uhicll allottllellts har'e bcctl rnacle. tlte

R& i Agent shall Lrpou receir rng instructious irr relatiort to thc stllre tiorl the Isstter rePar the ntotrers

lo thr'c\tettt of sLtch excess" if ltrtr.

8.J() Intcrest on Applicntion Money

lrrler-c:r shall bc payable on all application mouies received at the Cor-rpoll Rate of 11.00% (Eleverl

Deci.ral point Zero percent) per annuur rret of l'ares tionr the date o1'realizatiotl o1'the application

rntrrrie: ir,r t6e Issuer ultil tlie L)centecl Date of ,\llotntcrtt atltl tlle sarne shall be paicl ltl the reler"atlt

Iu."esior.s *itltin 7 (Seven) Busincss Dars tl'orl lltc Dcertlccl Date olAllotment.

8.31 []AN Nunrber

i:r crr applicilrt shoulcl n']eution its Penlanent AccoLurt NLrrlber ("PAN") allotted ltnder lllcotne -l'ax

Act. l9(rl. op tfte Application I;onn ancl attach a self'-atteslecl cop)'as evidettce. Applicatioll fbrnrs

*,ithrr"r1 IrAN r,r,ill be consiclercil incomplete attd are liable to be le.iected

8.32 Pa1'ment on RedemPtiort

l)ur rrrcrrt orr rcdenrlttiou u ill be nracle b1 \\av ol cheque(s)/rederrption r'varrant(s)idetnatrd

tiltii(s),'cr.cclit throggh R t'ClS sr stent/filncls 1rans1-et' in the rtatlre o1'the Debenture Holcler(s) whose

iiaptL-s illlLrear o1 the list ot'beneflcial orvncrs given [iv tlre [)epositorl"to the Issrter as oll tlle Record

i)lr1c.

Ananya Finance For lnclusive Grovyth pvt. Ltd.

,horised Signatory

-53

RATING RATIONALE

25 June 2020

Ananya Finance for Inclusive Growth Private Limited

Brickwork Ratings assigns rating of ‘BWR BBB/ Credit Watch with Negative Implications’ to the NCDs of Ananya Finance For Inclusive Growth Private Limited

Particulars:

Facility /

Instruments**

Amount (₹ Cr)

Tenure

Rating*

Previous Present Previous (19May 2020) Present

NCD # 0.00 25.00 Long Term

-- BWR BBB Credit Watch with Negative

Implications (Assigned)

NCD 15.00 15.00

Long Term

BWR BBB Credit Watch with

Negative Implications

BWR BBB Credit Watch with Negative

Implications (Reaffirmed)

Cash Credit 6.00 6.00

Term Loans 244.00 244.00

Total 265.00 290.00 INR Two Hundred and Ninety Crores Only

*Please refer to BWR website www.brickworkratings.com/ for definition of the ratings ** Details of Bank facilities and NCD is provided in Annexure-I&II # Proposed RATING ACTION / OUTLOOK Brickwork Ratings (BWR) assigns rating of BWR BBB/ Credit Watch with Negative Implications to proposed non-convertible debenture (NCDs) and reaffirms the long-term rating of the existing bank loan facilities and debt instruments of Ananya Finance For Inclusive Growth Private Limited (Ananya Finance) as tabulated above. The rating continues to factor in adequate capitalisation , experienced management team and average asset quality. The rating, however, is constrained by the moderate scale of operations and average resource profile. The rating is under Credit Watch with Negative Implications, given the uncertainty regarding the extent of impact on the company’s loan portfolio due to the impact of COVID-19 on the credit profile of its

www.brickworkratings.com Page 1 of 9

underlying borrowers, which are mainly microfinance institutions (MFIs), and the resultant impact on the asset quality and credit costs of Ananya Finance. BWR will continue to monitor the liquidity position and collection efficiency of the company post the loan moratorium period announced by the Reserve Bank of India (RBI) and resolve the Credit Watch once there is some clarity on the extent of impact on the company’s asset quality. KEY RATING DRIVERS Credit Strengths:

● Adequate capitalisation: The company was adequately capitalised with a CRAR of 41% as on 31 March 2020. The company raised equity of Rs. 40.68 Crs. from Gojo & Company Inc and Rs. 10.51 Crs. from Stichting Capital 4 Development in FY19 and further raised equity of Rs. 21.72 Crs. in FY20 from the aforementioned shareholders. The company’s net worth and gearing improved to Rs. 104.27 Crs. and 1.68 times respectively as on 31 March 2020 from Rs. 81.30 Crs. and 1.97 times as on 31 March 2019. Accrual to net worth remains low due to moderate profitability. The profitability was low for FY20 due to higher provisioning costs. The ability of the company to improve profitability and maintain adequate capitalisation is a key rating monitorable.

● Experienced management: Ananya Finance is a professionally managed company and is headed by Mr. Gaurav Gupta, having an experience of over 20 years in banking and finance. The senior management team has well-qualified and experienced people and consists of chartered accountants and MBAs. Ananya Finance’s current Board includes eight directors, including one independent director, five nominee directors of financial institutions such as the Indian Foundation For Inclusive Growth, Stichting capital 4 development, Gojo & Company, Inc and Women’s World Banking. The company has also created a strong relation with its clients as it offers capacity building services, including research and advisory services, management support and various other assessments. Ananya Finance works towards raising the quality of the operations of its partner organisations (MFIs) by training the staff and management and guiding them to strengthen internal controls and keep up with technological trends in the market. The company also facilitates the linkages of agri enterprises with producer companies (PCs), which enables agri enterprises to find a good sourcing base and PCs to get a marketing partner.

www.brickworkratings.com Page 2 of 9

● Moderate asset quality: Ananya Finance’s asset quality was moderate, with gross non-performing assets (NPAs) and net NPA of 2.17% and 1.30%, respectively, as on 31 March 2020, against 1.05% and 0.57%, respectively, as on 31 March 2019. The increase in the gross NPA is primarily in the agri loan book, wherein the GNPA increased to 1.74% as on 31 March 2020 from 0.85% as on 31 March 2019. The impact of COVID-19 on the loan portfolio of Ananya Finance and its ability to manage asset quality is a key rating monitorable.

Credit Risks:

● Majority exposure to the vulnerable MFI sector: The company mainly lends to MFIs, farmer producer companies (FPOs) or PCs and agri SMEs. The lending is concentrated in the MFI sector, with around 86% of the total portfolio comprising loans given to MFI clients. However, the company has a diversified client base of around 52 MFI clients, and the single largest exposure stood at 5.4% of the total portfolio as on 31 March 2020. The MFI sector is expected to be impacted by the COVID-19 impact on the domestic market; however, the extent of impact is yet to be determined. During FY20, the company has diversified to MSME lending and has built a portfolio of around Rs 21 Crs (~ 8% of AUM) as on 31 March 2020. The company’s agri portfolio constituted ~ 6% of the AUM with a client base of around 28 clients. Going forward, the portfolio concentration in the MFI sector is expected to reduce.

● Moderate scale of operations: The company had a total portfolio of Rs. 267.80 Crs. as

of 31 March 2020. Ananya Finance currently has 52 MFI clients and 28 agri clients. The company has disbursed loans amounting to Rs. 303.30 Crs. during FY20, against Rs. 274.70 Crs. during FY19.

● Average resource profile: The company has an average resource profile with high dependence on NBFCs for funding, resulting in a higher cost of borrowing. Out of its total borrowing of Rs 175.51 Crs as on 31 March 2020, 91% was in the form of term loans, and around 9% was in the form of NCDs. The company has availed term loans from 15 lenders, out of which 6 are banks. Around 44% of total term loans outstanding as on 31 March 2020 was from banks.

ANALYTICAL APPROACH AND APPLICABLE RATING CRITERIA For arriving at its ratings, BWR has considered the standalone performance of Ananya Finance. BWR has applied its rating methodology as detailed in the Rating Criteria (hyperlinks provided at the end of this rationale).

www.brickworkratings.com Page 3 of 9

RATING SENSITIVITIES The ability of the company to build its total portfolio book while improving its asset quality and profitability, maintaining healthy capitalisation and adequate liquidity. Positive: Steady portfolio growth backed by stable asset quality, improvement in profitability, healthy capitalisation and adequate liquidity are key rating drivers. Negative: A sharp deterioration in asset quality, liquidity and profitability are key rating sensitivities. LIQUIDITY POSITION: ADEQUATE The company gives loans to MFIs for a tenure of 24 months. The loans to PCs and agri enterprises are short-term loans. The company borrows in the form of term loans for a tenure of 2-3 years. This results in a favourable ALM position for the company. The company has debt repayment obligations of Rs 106 Crs between June 2020 to March 2021. Against this, the company has collections of Rs 203 Crs during the same period. Apart from this, the company had liquidity of Rs. 27 Crs and unutilised cash credit limits of Rs 6.00 Crs as on 24 June 2020. Coronavirus disease (COVID-19), declared a pandemic by the World Health Organisation (WHO), has become a full-blown crisis globally, including in India. As a containment measure, the Indian Government had announced a 21-day nationwide lockdown on 24 March 2020, which was subsequently extended until 31 May 2020. As per BWR, financial institutions, mainly those lending to the retail low-income borrower segments could be the most impacted. The 6-month moratorium announced by the Reserve Bank of India on interest and principal on bank debt has provided some cushion to the lending community to realign its collection machinery and operations during this period. However, lenders' ability to ensure credit discipline among borrowers as the 6-month moratorium ends and to collect accumulated interest and principal dues on a timely basis after this period will be a key monitorable. BWR is actively engaging with its clients on a continuous basis and taking updates on the impact on its operations and liquidity situation. BWR will take appropriate rating actions as and when it deems necessary and will publish the same. COMPANY PROFILE Ananya Finance for Inclusive Growth Private Limited (Ananya Finance) is a non-banking finance company incorporated in April 2009 and is based out of Ahmedabad, Gujarat. Ananya Finance was set-up by the Friends of Women’s World Banking, India (FWWB). Ananya Finance took over FWWB’s MFI portfolio in April 2010. It faced the Andhra Pradesh Microfinance Crisis in 2010 and survived the challenges faced for four years before registering profits in FY16. The company started with wholesale lending to MFIs and subsequently expanded by lending to the Agriculture sector. The company also engages in capacity building services and conducts workshops, training and campaigns to create awareness about microfinance. Ananya Finance also facilitates the linkages of agri enterprises with PCs.

www.brickworkratings.com Page 4 of 9

KEY FINANCIAL INDICATORS

Key Parameters Units FY18 FY19 FY20

Result Type Audited Audited Provisional

Total portfolio Rs. in Crs. 152.36 258.63 267.80

Total Income Rs. in Crs. 17.55 31.52 45.71

Profit after Tax Rs. in Crs. 2.62 7.07 2.71

Tangible net worth Rs. in Crs. 30.90 81.30 104.27

Gearing Times 3.71 1.97 1.68

Gross NPA % 0.67 1.05 2.17

CRAR % 20.13 32.14 41 All financial numbers for FY20 are provisional and as per IND-AS. KEY COVENANTS OF THE INSTRUMENT/ FACILITY RATED: NA NON-COOPERATION WITH PREVIOUS RATING AGENCY IF ANY : NA

www.brickworkratings.com Page 5 of 9

RATING HISTORY FOR THE PREVIOUS THREE YEARS (Including withdrawal and suspended)

Sr. No.

Name of Instrum

ent

Current Rating (2020) Rating History for the past 3 years

Type Amount (Rs.

Crores)

Rating 2020 2019 2018 2017

1 ProposedNCD

Long Term

25.00 BWR BBB Credit Watch with Negative Implications

19.05.2020 17.05.2019 11.04.2018 NA

NA NA NA NA NA NA NA NA NA

NA 6.05.2019 NA NA

NA NA NA

2 NCDs Long Term

15.00 BWR BBB Credit Watch with Negative Implications

19.05.2020 17.05.2019 11.04.2018 NA

Long Term

15.00 BWR BBB Credit Watch with

Negative Implications

Long Term

15.00 BWR BBB Stable

NA NA NA

NA 6.05.2019 NA NA

NA NA NA

3 Cash Credit

Long Term

6.00 BWR BBB Credit Watch with Negative Implications

19.05.2020 17.05.2019 11.04.2018 NA

Long Term

6.00 BWR BBB Credit Watch with

Negative Implications

Long Term

6.00 BWR BBB Stable

Long Term

5.00 BWR BBB- Stable

NA 6.05.2019 NA NA

Long Term

6.00 BWR BBB Stable

4 Term Loans

Long Term

244.00 BWR BBB Credit Watch with Negative Implications

19.05.2020 17.05.2019 11.04.2018 NA

Long Term

244.00 BWR BBB Credit Watch with

Negative Implications

Long Term

244.0 BWR BBB Stable

Long Term

195.00

BWR BBB- Stable

NA 6.05.2019 NA NA

Long Term

244.0 BWR BBB Stable

Total 290.00 INR Two Hundred and Ninety Crores Only

www.brickworkratings.com Page 6 of 9

COMPLEXITY LEVELS OF THE INSTRUMENTS

For more information, visit www.brickworkratings.com/download/ComplexityLevels.pdf Hyperlink/Reference to applicable Criteria

● General Criteria

● Banks & Financial Institutions Analytical Contacts Investor and Media Relations

Nirav Shah Senior Rating Analyst +91 22 6745 6623 nirav.s@brickworkratings.com Vydianathan Ramaswamy Director & Head - Financial Sector Ratings +91 22 6745 6660 vydianathan.r@brickworkratings.com

Liena Thakur Assistant Vice President - Corporate Communications +91 84339 94686 liena.t@brickworkratings.com

www.brickworkratings.com Page 7 of 9

Ananya Finance For Inclusive Growth Private Limited

ANNEXURE I - Details of Bank Facilities rated by BWR

Sl. No.

Name of the Lender

Type of Facilities

Amount Rated (Rs. in Crs)

1 IDFC First Bank Term Loan 26.16

2 Union Bank of India Term Loan 17.53

3 State Bank of India Term Loan 3.25

4 Reliance Commercial Term Loan 0.00

5 Tata Capital Term Loan 4.13

6 Mahindra Finance Term Loan 1.83

7 Avanse Financial Services Term Loan 0.47

8 Nabkisan Term Loan 10.03

9 Nabard Financial Services Term Loan 17.08

10 Nabsamruddhi Financial Term Loan 14.44

11 Mudra Term Loan 14.98

12 Maanaveeya Term Loan 18.13

13 Vivriti Capital Term Loan 8.20

14 Yes Bank Term Loan 5.83

15 Bandhan Bank Term Loan 12.14

16 Suryoday Bank Term Loan 4.06

Total Existing Term Loans 158.26

Proposed Term Loan 85.74

Total Term Loan 244.00

17 RaboBank CC limit 6.00

Total Amount Rated 250.00

Total Rupees Two Hundred and Fifty Crores only.

www.brickworkratings.com Page 8 of 9

ANNEXURE II - NCD DETAILS

Instrument Issue Date Amount in Crs.

Coupon Rate Maturity Date ISIN Particulars

NCDs 23 May 2019 15.00 12.76% 23 May 2022 INE774L07016

Proposed NCD -- 25.00 -- -- --

For print and digital media The Rating Rationale is sent to you for the sole purpose of dissemination through your print, digital or electronic media. While it may be used by you acknowledging credit to BWR, please do not change the wordings in the rationale to avoid conveying a meaning different from what was intended by BWR. BWR alone has the sole right of sharing (both direct and indirect) its rationales for consideration or otherwise through any print or electronic or digital media.

About Brickwork Ratings :Brickwork Ratings (BWR), a SEBI registered Credit Rating Agency, accredited by RBI and empaneled by NSIC, offers Bank Loan, NCD, Commercial Paper, MSME ratings and grading services. NABARD has empaneled Brickwork for MFI and NGO grading. BWR is accredited by IREDA & the Ministry of New and Renewable Energy (MNRE), Government of India. Brickwork Ratings has Canara Bank, a leading public sector bank, as its promoter and strategic partner. BWR has its corporate office in Bengaluru and a country-wide presence with its offices in Ahmedabad, Chandigarh, Chennai, Hyderabad, Kolkata, Mumbai and New Delhi along with representatives in 150+ locations.

DISCLAIMER Brickwork Ratings (BWR) has assigned the rating based on the information obtained from the issuer and other reliable sources, which are deemed to be accurate. BWR has taken considerable steps to avoid any data distortion; however, it does not examine the precision or completeness of the information obtained. And hence, the information in this report is presented “as is” without any express or implied warranty of any kind. BWR does not make any representation in respect to the truth or accuracy of any such information. The rating assigned by BWR should be treated as an opinion rather than a recommendation to buy, sell or hold the rated instrument and BWR shall not be liable for any losses incurred by users from any use of this report or its contents. BWR has the right to change, suspend or withdraw the ratings at any time for any reasons

www.brickworkratings.com Page 9 of 9

INDEPENDENT AUDITOR’S REPORT ON AUDIT OF ANNUAL FINANCIAL RESULTS

TO THE BOARD OF DIRECTORS OF

Ananya Finance for Inclusive Growth Private Limited

Opinion

We have audited the Financial Results for the year ended March 31, 2020 included in the

accompanying “Statement of Audited Financial Results for the six months and Year Ended

March 31, 2020”of Ananya Finance for Inclusive Growth Private Limited (“the

Company”), (“the Statement”), being submitted by the Company pursuant to the

requirements of Regulation 52 of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, as amended (“the Listing Regulations”).

In our opinion and to the best of our information and according to the explanations given

to us, the Financial Results for the year ended March 31, 2020:

(i) is presented in accordance with the requirements of Regulation 52 of the SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015, as amended; and

(ii) gives a true and fair view in conformity with the recognition and measurement

principles laid down in the Indian Accounting Standards and other accounting

principles generally accepted in India of the net profit and total comprehensive income

and other financial information of the Company for the year then ended.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (“SAs”) specified

under Section 143(10) of the Companies Act, 2013 (“the Act”). Our responsibilities under

those Standards are further described in Auditor’s Responsibilities for audit of the Annual

Financial Results section below. We are independent of the Company in accordance with

the Code of Ethics issued by the Institute of Chartered Accountants of India (“the ICAI”)

together with the ethical requirements that are relevant to our audit of the Financial

Results for the year ended March 31, 2020 under the provisions of the Act and the Rules

thereunder, and we have fulfilled our other ethical responsibilities in accordance with these

requirements and the ICAI’s Code of Ethics. We believe that the audit evidence obtained

by us is sufficient and appropriate to provide a basis for our audit opinion.

Emphasis of Matter

We draw attention to Note 8 to the Financial Results, which fully describes that the

Company has recognised impairment on financial assets to reflect the adverse business

impact and uncertainties arising from COVID-19 pandemic. Such estimates are based on

current facts and circumstances and may not necessarily reflect the future uncertainties

and events arising from the full impact of the COVID-19 pandemic.

Our report is not modified in respect of this matter.

Chartered Accountants

19th floor, Shapath-V,

Opposite to Karnavati Club,

S.G. Highway, Ahmedabad - 380 015

Tel. +91 79 6682 7300

Management’s Responsibilities for the Statement

This Statement, which includes the Financial Results is the responsibility of the Company’s

Board of Directors and has been approved by them for the issuance. The financial results

for the year ended March 31, 2020 has been compiled from the related audited financial

information.. This responsibility includes the preparation and presentation of the Financial

Results for the year ended March 31, 2020 that give a true and fair view of the net profit

and other comprehensive income and other financial information in accordance with the

recognition and measurement principles laid down in the Indian Accounting Standards

(“Ind AS”) prescribed under Section 133 of the Act read with relevant rules issued

thereunder and other accounting principles generally accepted in India and in compliance

with Regulation 52 of the Listing Regulations. This responsibility also includes

maintenance of adequate accounting records in accordance with the provisions of the Act

for safeguarding the assets of the Company and for preventing and detecting frauds and

other irregularities; selection and application of appropriate accounting policies; making

judgments and estimates that are reasonable and prudent; and the design,

implementation and maintenance of adequate internal financial controls that were

operating effectively for ensuring the accuracy and completeness of the accounting

records, relevant to the preparation and presentation of the Financial Results that give a

true and fair view and is free from material misstatement, whether due to fraud or error.

In preparing the Financial Results, the Board of Directors are responsible for assessing the

Company’s ability, to continue as a going concern, disclosing, as applicable, matters

related to going concern and using the going concern basis of accounting unless the Board

of Directors either intends to liquidate the Company or to cease operations, or has no

realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the financial reporting process

of the Company.

Auditor’s Responsibilities for audit of Annual Financial Results

Our objectives are to obtain reasonable assurance about whether the Financial Results for

the year ended March 31, 2020 as a whole is free from material misstatement, whether

due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable

assurance is a high level of assurance, but is not a guarantee that an audit conducted in

accordance with SAs will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or

in the aggregate, they could reasonably be expected to influence the economic decisions

of users taken on the basis of this Financial Results.

As part of an audit in accordance with SAs, we exercise professional judgment and

maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Annual Financial Results,

whether due to fraud or error, design and perform audit procedures responsive to those

risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for

our opinion. The risk of not detecting a material misstatement resulting from fraud is

higher than for one resulting from error, as fraud may involve collusion, forgery,

intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit

procedures that are appropriate in the circumstances, but not for the purpose of

expressing an opinion on the effectiveness of the Company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of

accounting estimates made by the Board of Directors.

• Evaluate the appropriateness and reasonableness of disclosures made by the Board of

Directors in terms of the requirements specified under Regulation 52 of the Listing

Regulations.

• Conclude on the appropriateness of the Board of Directors’ use of the going concern

basis of accounting and, based on the audit evidence obtained, whether a material

uncertainty exists related to events or conditions that may cast significant doubt on the

ability of the Company to continue as a going concern. If we conclude that a material

uncertainty exists, we are required to draw attention in our auditor’s report to the

related disclosures in the Statement or, if such disclosures are inadequate, to modify

our opinion. Our conclusions are based on the audit evidence obtained up to the date

of our auditor’s report. However, future events or conditions may cause the Company

to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Annual Financial Results,

including the disclosures, and whether the Annual Financial Results represent the

underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the Annual Financial Results of

the Company to express an opinion on the Annual Financial Results.

Materiality is the magnitude of misstatements in the Annual Financial Results that,

individually or in aggregate, makes it probable that the economic decisions of a reasonably

knowledgeable user of the Annual Financial Results may be influenced. We consider

quantitative materiality and qualitative factors in (i) planning the scope of our audit work

and in evaluating the results of our work; and (ii) to evaluate the effect of any identified

misstatements in the Annual Financial Results.

We communicate with those charged with governance regarding, among other matters,

the planned scope and timing of the audit and significant audit findings including any

significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied

with relevant ethical requirements regarding independence, and to communicate with

them all relationships and other matters that may reasonably be thought to bear on our

independence, and where applicable, related safeguards.

Other Matters

We have not reviewed/audited the accompanying financial results and other

financial information for six months ended March 31, 2019, which have been

presented solely based on the information compiled by the management.

Our opinion on the Statement is not modified in respect of this matter.

The previously issued financial information of the Company for the year ended

March 31, 2019 were prepared in accordance with the Companies (Accounting

Standards) Rules, 2006. These previously issued financial information have been

adjusted to comply with Ind AS and included in this Statement as comparative

financial information. The adjustments made to the previously issued financial

information to comply with Ind AS have been audited by us.

For DELOITTE HASKINS & SELLS

Chartered Accountants

(Firm’s Registration No. 117365)

Pallavi A. Gorakshakar

(Partner)

(Membership No.105035)

(UDIN: 20105035AAAAEW9615)

Place: Mumbai

Date: June 25, 2020